(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically, ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

As of October 31, ~~2017,~~2019, there were ~~160,332,161~~154,370,706 shares of the registrant’s common stock outstanding.

	September 30,			December 31,			September 30,			December 31,
(in millions, except shares and per share data)	2017			2016			2019			2018
Assets
Cash and cash equivalents	$	6,165		$	6,091		$	4,476		$	6,302
Accounts receivable		3,183			2,350			3,026			2,657
Investments		1,928			1,595			2,117			1,796
Assets of consolidated variable interest entities:
Cash and cash equivalents		82			84			131			186
Investments		1,286			1,008			2,898			2,680
Other assets		46			63			54			876
Separate account assets		147,938			149,089			95,501			90,285
Separate account collateral held under securities lending agreements		27,431			27,792			18,699			20,655
Property and equipment (net of accumulated depreciation of $708 and $601 at September 30, 2017 and December 31, 2016, respectively)		571			559
Intangible assets (net of accumulated amortization of $909 and $832 at September 30, 2017 and December 31, 2016, respectively)		17,400			17,363
Property and equipment (net of accumulated depreciation of $876 and $750 at September 30, 2019 and December 31, 2018, respectively)								669			643
Intangible assets (net of accumulated amortization of $313 and $244 at September 30, 2019 and December 31, 2018, respectively)								18,407			17,839
Goodwill		13,226			13,118			14,552			13,526
Other assets		1,311			1,065			3,342			2,128
Total assets	$	220,567		$	220,177		$	163,872		$	159,573
Liabilities
Accrued compensation and benefits	$	1,614		$	1,880		$	1,500		$	1,988
Accounts payable and accrued liabilities		1,652			1,094			1,252			1,292
Liabilities of consolidated variable interest entities		319			216
Liabilities of consolidated variable interest entities:
Borrowings								186			84
Other liabilities								530			1,290
Borrowings		5,000			4,915			5,932			4,979
Separate account liabilities		147,938			149,089			95,501			90,285
Separate account collateral liabilities under securities lending agreements		27,431			27,792			18,699			20,655
Deferred income tax liabilities		4,966			4,840			3,792			3,571
Other liabilities		1,230			1,007			2,876			1,889
Total liabilities		190,150			190,833			130,268			126,033
Commitments and contingencies (Note 11)
Commitments and contingencies (Note 14)
Temporary equity
Redeemable noncontrolling interests		320			194			1,137			1,107
Permanent Equity
BlackRock, Inc. stockholders’ equity
Common stock, $0.01 par value;		2			2			2			2
Shares authorized: 500,000,000 at September 30, 2017 and December 31, 2016; Shares issued: 171,252,185 at September 30, 2017 and December 31, 2016; Shares outstanding: 160,528,060 and 161,534,443 at September 30, 2017 and December 31, 2016, respectively
Preferred stock (Note 15)		—			—
Shares authorized: 500,000,000 at September 30, 2019 and December 31, 2018; Shares issued: 171,252,185 at September 30, 2019 and December 31, 2018; Shares outstanding: 154,349,915 and 157,553,501 at September 30, 2019 and December 31, 2018, respectively
Preferred stock (Note 19)								—			—
Additional paid-in capital		19,145			19,337			19,058			19,168
Retained earnings		15,065			13,660			20,873			19,282
Accumulated other comprehensive loss		(473	)		(716	)		(784	)		(691	)
Treasury stock, common, at cost (10,724,125 and 9,717,742 shares held at September 30, 2017 and December 31, 2016, respectively)		(3,697	)		(3,185	)
Treasury stock, common, at cost (16,902,270 and 13,698,684 shares held at September 30, 2019 and December 31, 2018, respectively)								(6,742	)		(5,387	)
Total BlackRock, Inc. stockholders’ equity		30,042			29,098			32,407			32,374
Nonredeemable noncontrolling interests		55			52			60			59
Total permanent equity		30,097			29,150			32,467			32,433
Total liabilities, temporary equity and permanent equity	$	220,567		$	220,177		$	163,872		$	159,573

													Three Months Ended						Nine Months Ended
	Three Months Ended						Nine Months Ended						September 30,						September 30,
(in millions, except shares and per share data)	September 30,						September 30,						2019			2018			2019			2018
	2017			2016			2017			2016
Revenue
Investment advisory, administration fees and securities lending revenue
Related parties	$	1,995		$	1,768		$	5,662		$	5,098		$	2,105		$	2,045		$	6,155		$	6,244
Other third parties		797			778			2,335			2,296			875			838			2,533			2,530
Total investment advisory, administration fees and securities lending revenue		2,792			2,546			7,997			7,394			2,980			2,883			8,688			8,774
Investment advisory performance fees		191			58			309			166			121			151			211			312
Technology and risk management revenue		175			152			497			439
Technology services revenue														259			200			700			582
Distribution fees		5			10			17			32			270			279			799			884
Advisory and other revenue		70			71			202			234			62			63			164			212
Total revenue		3,233			2,837			9,022			8,265			3,692			3,576			10,562			10,764
Expense
Employee compensation and benefits		1,088			969			3,108			2,893			1,111			1,097			3,258			3,300
Distribution and servicing costs		123			114			361			320			427			408			1,247			1,255
Amortization of deferred sales commissions		4			8			13			27
Direct fund expense		234			200			666			583			239			249			733			774
General and administration		363			312			1,014			946			385			413			1,243			1,189
Restructuring charge		—			—			—			76
Amortization of intangible assets		27			25			77			75			28			13			68			35
Total expense		1,839			1,628			5,239			4,920			2,190			2,180			6,549			6,553
Operating income		1,394			1,209			3,783			3,345			1,502			1,396			4,013			4,211
Nonoperating income (expense)
Net gain (loss) on investments		41			31			128			49			(7	)		50			224			68
Interest and dividend income		15			22			35			33			19			29			68			63
Interest expense		(46	)		(52	)		(159	)		(154	)		(54	)		(46	)		(152	)		(138	)
Total nonoperating income (expense)		10			1			4			(72	)		(42	)		33			140			(7	)
Income before income taxes		1,404			1,210			3,787			3,273			1,460			1,429			4,153			4,204
Income tax expense		445			333			1,090			954			341			226			961			829
Net income		959			877			2,697			2,319			1,119			1,203			3,192			3,375
Less:
Net income (loss) attributable to noncontrolling interests		12			2			31			(2	)		—			(13	)		17			(3	)
Net income attributable to BlackRock, Inc.	$	947		$	875		$	2,666		$	2,321		$	1,119		$	1,216		$	3,175		$	3,378
Earnings per share attributable to BlackRock, Inc. common stockholders:
Basic	$	5.85		$	5.33		$	16.41		$	14.09		$	7.21		$	7.59		$	20.31		$	21.01
Diluted	$	5.78		$	5.26		$	16.23		$	13.92		$	7.15		$	7.54		$	20.17		$	20.83
Cash dividends declared and paid per share	$	2.50		$	2.29		$	7.50		$	6.87
Weighted-average common shares outstanding:
Basic		161,872,716			164,129,214			162,459,737			164,756,355			155,280,877			160,141,506			156,290,212			160,786,768
Diluted		163,773,546			166,256,598			164,289,042			166,760,912			156,447,387			161,378,217			157,385,956			162,140,879

												Three Months Ended						Nine Months Ended
	Three Months Ended					Nine Months Ended						September 30,						September 30,
(in millions)	September 30,					September 30,						2019			2018			2019			2018
	2017		2016			2017			2016
Net income	$	959	$	877		$	2,697		$	2,319		$	1,119		$	1,203		$	3,192		$	3,375
Other comprehensive income:
Other comprehensive income (loss):
Foreign currency translation adjustments⁽¹⁾		102		(38	)		244			(151	)		(120	)		(41	)		(93	)		(178	)
Other		—		—			(1	)		1
Other comprehensive income (loss)		102		(38	)		243			(150	)
Comprehensive income		1,061		839			2,940			2,169
Comprehensive income (loss)													999			1,162			3,099			3,197
Less: Comprehensive income (loss) attributable to noncontrolling interests		12		2			31			(2	)		—			(13	)		17			(3	)
Comprehensive income attributable to BlackRock, Inc.	$	1,049	$	837		$	2,909		$	2,171		$	999		$	1,175		$	3,082		$	3,200

(in millions)

Additional
Paid-in
Capital⁽¹⁾

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Treasury
Stock
Common

Total
BlackRock
Stockholders’
Equity

Nonredeemable
Noncontrolling
Interests

Total
Permanent
Equity

Redeemable
Noncontrolling
Interests /
Temporary
Equity

December 31, 2016

$
19,339

$
13,660

$
(716
)

$
(3,185
)

$
29,098

$
52

$
29,150

$
194

Net income

—

2,666

—

—

2,666

3

2,669

28

Dividends paid

—

(1,259
)

—

—

(1,259
)

—

(1,259
)

—

Stock-based compensation

417

—

—

—

417

—

417

—

PNC preferred stock capital
    contribution

193

—

—

—

193

—

193

—

Retirement of preferred stock

(193
)

—

—

—

(193
)

—

(193
)

—

Issuance of common shares
   related to employee stock
   transactions

(612
)

—

—

621

9

—

9

—

Employee tax withholdings
   related to employee stock
   transactions

—

—

—

(308
)

(308
)

—

(308
)

—

Shares repurchased

—

—

—

(825
)

(825
)

—

(825
)

—

Subscriptions (redemptions/
   distributions) —
   noncontrolling interest
   holders

—

—

—

—

—

(14
)

(14
)

338

Net consolidations
  (deconsolidations) of
   sponsored
   investment funds

—

—

—

—

—

14

14

(240
)
Other comprehensive
   income (loss)

—

—

243

—

243

—

243

—

Adoption of new accounting
   pronouncement

3

(2
)

—

—

1

—

1

—

September 30, 2017

$
19,147

$
15,065

$
(473
)

$
(3,697
)

$
30,042

$
55

$
30,097

$
320

(in millions)	Additional Paid-in Capital⁽¹⁾			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock Common			Total BlackRock Stockholders’ Equity			Nonredeemable Noncontrolling Interests		Total Permanent Equity			Redeemable Noncontrolling Interests / Temporary Equity
December 31, 2018	$	19,170		$	19,282		$	(691	)	$	(5,387	)	$	32,374		$	59	$	32,433		$	1,107
Net income		—			3,175			—			—			3,175			—		3,175			17
Dividends declared ($9.90 per share)		—			(1,584	)		—			—			(1,584	)		—		(1,584	)		—
Stock-based compensation		427			—			—			—			427			—		427			—
PNC preferred stock capital contribution		60			—			—			—			60			—		60			—
Retirement of preferred stock		(60	)		—			—			—			(60	)		—		(60	)		—
Issuance of common shares related to employee stock transactions		(537	)		—			—			549			12			—		12			—
Employee tax withholdings related to employee stock transactions		—			—			—			(238	)		(238	)		—		(238	)		—
Shares repurchased		—			—			—			(1,666	)		(1,666	)		—		(1,666	)		—
Subscriptions (redemptions/distributions) — noncontrolling interest holders		—			—			—			—			—			1		1			906
Net consolidations (deconsolidations) of sponsored investment funds		—			—			—			—			—			—		—			(893	)
Other comprehensive income (loss)		—			—			(93	)		—			(93	)		—		(93	)		—
September 30, 2019	$	19,060		$	20,873		$	(784	)	$	(6,742	)	$	32,407		$	60	$	32,467		$	1,137

(in millions)	Additional Paid-in Capital⁽¹⁾			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock Common			Total BlackRock Stockholders’ Equity			Nonredeemable Noncontrolling Interests		Total Permanent Equity			Redeemable Noncontrolling Interests / Temporary Equity
June 30, 2019	$	18,949		$	20,267		$	(664	)	$	(6,659	)	$	31,893		$	57	$	31,950		$	710
Net income		—			1,119			—			—			1,119			—		1,119			—
Dividends declared ($3.30 per share)		—			(513	)		—			—			(513	)		—		(513	)		—
Stock-based compensation		133			—			—			—			133			—		133			—
Issuance of common shares related to employee stock transactions		(22	)		—			—			26			4			—		4			—
Employee tax withholdings related to employee stock transactions		—			—			—			(9	)		(9	)		—		(9	)		—
Shares repurchased		—			—			—			(100	)		(100	)		—		(100	)		—
Subscriptions (redemptions/distributions) — noncontrolling interest holders		—			—			—			—			—			—		—			463
Net consolidations (deconsolidations) of sponsored investment funds		—			—			—			—			—			3		3			(36	)
Other comprehensive income (loss)		—			—			(120	)		—			(120	)		—		(120	)		—
September 30, 2019	$	19,060		$	20,873		$	(784	)	$	(6,742	)	$	32,407		$	60	$	32,467		$	1,137

(in millions)	Additional Paid-in Capital⁽¹⁾			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock Common			Total BlackRock Stockholders’ Equity			Nonredeemable Noncontrolling Interests		Total Permanent Equity			Redeemable Noncontrolling Interests / Temporary Equity
December 31, 2017	$	19,258		$	16,939		$	(432	)	$	(3,967	)	$	31,798		$	50	$	31,848		$	416
Net income		—			3,378			—			—			3,378			1		3,379			(4	)
Dividends declared ($8.89 per share)		—			(1,471	)		—			—			(1,471	)		—		(1,471	)		—
Stock-based compensation		431			—			—			—			431			—		431			—
PNC preferred stock capital contribution		58			—			—			—			58			—		58			—
Retirement of preferred stock		(58	)		—			—			—			(58	)		—		(58	)		—
Issuance of common shares related to employee stock transactions		(639	)		—			—			651			12			—		12			—
Employee tax withholdings related to employee stock transactions		—			—			—			(420	)		(420	)		—		(420	)		—
Shares repurchased		—			—			—			(1,135	)		(1,135	)		—		(1,135	)		—
Subscriptions (redemptions/distributions) — noncontrolling interest holders		—			—			—			—			—			4		4			742
Net consolidations (deconsolidations) of sponsored investment funds		—			—			—			—			—			—		—			(551	)
Other comprehensive income (loss)		—			—			(178	)		—			(178	)		—		(178	)		—
Adoption of accounting guidance		—			6			(6	)		—			—			—		—			—
September 30, 2018	$	19,050		$	18,852		$	(616	)	$	(4,871	)	$	32,415		$	55	$	32,470		$	603

(in millions)	Additional Paid-in Capital⁽¹⁾			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock Common			Total BlackRock Stockholders’ Equity			Nonredeemable Noncontrolling Interests			Total Permanent Equity			Redeemable Noncontrolling Interests / Temporary Equity
June 30, 2018	$	18,955		$	18,138		$	(575	)	$	(4,388	)	$	32,130		$	54		$	32,184		$	686
Net income		—			1,216			—			—			1,216			(8	)		1,208			(5	)
Dividends declared ($3.13 per share)		—			(502	)		—			—			(502	)		—			(502	)		—
Stock-based compensation		121			—			—			—			121			—			121			—
Issuance of common shares related to employee stock transactions		(26	)		—			—			32			6			—			6			—
Employee tax withholdings related to employee stock transactions		—			—			—			(15	)		(15	)		—			(15	)		—
Shares repurchased		—			—			—			(500	)		(500	)		—			(500	)		—
Subscriptions (redemptions/distributions) — noncontrolling interest holders		—			—			—			—			—			9			9			207
Net consolidations (deconsolidations) of sponsored investment funds		—			—			—			—			—			—			—			(285	)
Other comprehensive income (loss)		—			—			(41	)		—			(41	)		—			(41	)		—
September 30, 2018	$	19,050		$	18,852		$	(616	)	$	(4,871	)	$	32,415		$	55		$	32,470		$	603

(in millions)

Additional
Paid-in
Capital⁽¹⁾

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Treasury
Stock
Common

Total
BlackRock
Stockholders’
Equity

Nonredeemable
Noncontrolling
Interests

Total
Permanent
Equity

Redeemable
Noncontrolling
Interests /
Temporary
Equity

December 31, 2015

$
19,407

$
12,033

$
(448
)

$
(2,489
)

$
28,503

$
77

$
28,580

$
464

Net income

—

2,321

—

—

2,321

(2
)

2,319

—

Dividends paid

—

(1,171
)

—

—

(1,171
)

—

(1,171
)

—

Stock-based compensation

408

—

—

—

408

—

408

—

PNC preferred stock capital
    contribution

172

—

—

—

172

—

172

—

Retirement of preferred stock

(172
)

—

—

—

(172
)

—

(172
)

—

Issuance of common shares
    related to employee stock
    transactions

(654
)

—

—

688

34

—

34

—

Employee tax withholdings
    related to employee stock
    transactions

—

—

—

(268
)

(268
)

—

(268
)

—

Shares repurchased

—

—

—

(850
)

(850
)

—

(850
)

—

Net tax benefit (shortfall) from
   stock-based compensation

77

—

—

—

77

—

77

—

Subscriptions (redemptions/
    distributions) —
    noncontrolling interest
    holders

—

—

—

—

—

(18
)

(18
)

1,017

Net consolidations
    (deconsolidations) of
     sponsored
     investment funds

—

—

—

—

—

—

—

(881
)
Other comprehensive
    income (loss)

—

—

(150
)

—

(150
)

—

(150
)

—

September 30, 2016

$
19,238

$
13,183

$
(598
)

$
(2,919
)

$
28,904

$
57

$
28,961

$
600

	Nine Months Ended						Nine Months Ended
(in millions)	September 30,						September 30,
	2017			2016			2019			2018
Cash flows from operating activities
Operating activities
Net income	$	2,697		$	2,319		$	3,192		$	3,375
Adjustments to reconcile net income to cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Depreciation and amortization		190			198			294			164
Stock-based compensation		417			408			427			431
Deferred income tax expense (benefit)		175			(6	)		45			(187	)
Assets and liabilities of consolidated VIEs:
Change in cash and cash equivalents		(19	)		(127	)
Other gains								(30	)		(50	)
Net (gains) losses within consolidated VIEs		(95	)		(34	)		(128	)		21
Net (purchases) proceeds within consolidated VIEs		(148	)		(855	)		(932	)		(1,107	)
(Earnings) losses from equity method investees		(92	)		(71	)		(89	)		(92	)
Distributions of earnings from equity method investees		24			16			29			23
Changes in operating assets and liabilities:
Accounts receivable		(776	)		(336	)		(330	)		(5	)
Investments, trading		(145	)		(278	)		(189	)		161
Other assets		(190	)		(114	)		(225	)		(191	)
Accrued compensation and benefits		(267	)		(484	)		(525	)		(594	)
Accounts payable and accrued liabilities		595			309			(61	)		164
Other liabilities		120			17			150			439
Cash flows from operating activities		2,486			962
Cash flows from investing activities
Net cash provided by/(used in) operating activities								1,628			2,552
Investing activities
Purchases of investments		(400	)		(292	)		(572	)		(259	)
Proceeds from sales and maturities of investments		121			215			151			400
Distributions of capital from equity method investees		26			26			80			18
Net consolidations (deconsolidations) of sponsored investment funds		(35	)		(74	)
Acquisitions		(102	)		(30	)
Net consolidations (deconsolidations) of sponsored investment funds (VIEs/VREs)								(96	)		(52	)
Acquisitions, net of cash acquired								(1,510	)		(699	)
Purchases of property and equipment		(100	)		(88	)		(160	)		(108	)
Cash flows from investing activities		(490	)		(243	)
Cash flows from financing activities
Net cash provided by/(used in) investing activities								(2,107	)		(700	)
Financing activities
Proceeds from long-term borrowings		697			—			992			—
Repayments of long-term borrowings		(700	)		—
Cash dividends paid		(1,259	)		(1,171	)		(1,584	)		(1,471	)
Proceeds from stock options exercised		—			26
Repurchases of common stock		(1,133	)		(1,118	)		(1,904	)		(1,555	)
Net proceeds from (repayments of) borrowings by consolidated VIEs								102			—
Net (redemptions/distributions paid)/subscriptions received from noncontrolling interest holders		324			999			907			746
Excess tax benefit from stock-based compensation		—			81
Other financing activities		(12	)		3			118			(13	)
Cash flows from financing activities		(2,083	)		(1,180	)
Effect of exchange rate changes on cash and cash equivalents		161			(168	)
Net increase (decrease) in cash and cash equivalents		74			(629	)
Cash and cash equivalents, beginning of period		6,091			6,083
Cash and cash equivalents, end of period	$	6,165		$	5,454
Net cash provided by/(used in) financing activities								(1,369	)		(2,293	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash								(33	)		(58	)
Net increase/(decrease) in cash, cash equivalents and restricted cash								(1,881	)		(499	)
Cash, cash equivalents and restricted cash, beginning of period								6,505			7,096
Cash, cash equivalents and restricted cash, end of period							$	4,624		$	6,597
Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	150		$	144		$	123		$	123
Income taxes (net of refunds)	$	916		$	910		$	893		$	765
Supplemental schedule of noncash investing and financing transactions:
Issuance of common stock	$	612		$	654		$	537		$	639
PNC preferred stock capital contribution	$	193		$	172		$	60		$	58
Increase (decrease) in noncontrolling interests due to net consolidation (deconsolidation) of sponsored investment funds	$	(226	)	$	(881	)	$	(893	)	$	(551	)

BlackRock’s diverse platform of alpha-seeking active, ~~(alpha)~~index and ~~index (beta)~~cash management investment strategies across asset classes enables the Company to tailor investment outcomes and asset allocation solutions for clients. Product offerings include single- and multi-asset portfolios investing in equities, fixed income, alternatives and money market instruments. Products are offered directly and through intermediaries in a variety of vehicles, including open-end and closed-end mutual funds, iShares^® exchange-traded funds (“ETFs”), separate accounts, collective investment ~~funds~~trusts and other pooled investment vehicles. BlackRock also offers antechnology services, including the investment and risk management technology platform, Aladdin^®, ~~risk analytics,~~Aladdin Wealth, eFront, Cachematrix and FutureAdvisor, as well as advisory ~~and technology~~ services and solutions to a broad base of institutional and wealth management ~~investors.~~clients.

At September 30, ~~2017,~~2019, The PNC Financial Services Group, Inc. (“PNC”) held ~~21.4%~~22.0% of the Company’s voting common stock and ~~21.9%~~22.4% of the Company’s capital stock, which includes outstanding common and nonvoting preferred stock.

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its controlled subsidiaries. Noncontrolling interests (“NCI”) on the condensed consolidated statements of financial condition represents the portion of consolidated sponsored investment funds in which the Company does not have direct equity ownership. Accounts and transactions between consolidated entities have been eliminated.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting periods. Actual results could differ from those estimates.

Certain financial information that normally is included in annual financial statements, including certain financial statement footnotes, is not required for interim reporting purposes and has been condensed or omitted herein. These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2018, which was filed with the Securities and Exchange Commission (“SEC”) on February 28, ~~2017~~2019 (“~~2016~~2018 Form 10-K”).

The interim financial information at September 30, ~~2017~~2019 and for the three and nine months ended September 30, ~~2017~~2019 and ~~2016~~2018 is unaudited. However, in the opinion of management, the interim information includes all normal recurring adjustments necessary for the fair presentation of the Company’s results for the periods presented. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year.

Certain ~~items previously reported have been~~prior period presentations and disclosures were reclassified to ~~conform to the~~ensure comparability with current ~~year presentation. Beginning with the first quarter of 2017,~~ ~~Aladdin~~ ~~revenue previously reported within “BlackRock Solutions~~^® ~~and advisory” has been presented within “Technology and risk management revenue” on the condensed consolidated statements of income. The remaining previously reported “BlackRock Solutions~~ ~~and advisory” revenue is currently reported as part of “Advisory and other revenue.” The prior~~ period ~~amounts reported for~~ ~~BlackRock Solutions~~ ~~and advisory for the three and nine months ended September 30, 2016 have been reclassified to conform to the current presentation.~~classifications.

Accounting Pronouncements Adopted in the Nine Months Ended September 30, ~~2017.~~2019

~~Accounting for Share-Based Payments.~~Leases. In ~~March~~February 2016, the Financial Accounting Standards Board (“FASB”) issued ~~ASU 2016-09,~~ ~~Improvements~~Accounting Standards Update (“ASU”) 2016-02, Leases, and several amendments (collectively, “ASU 2016-02”), which requires lessees to ~~Employee Share-Based Payment Accounting~~ ~~(“ASU 2016-09”). ASU 2016-09 simplifies accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures,~~recognize assets and ~~statutory tax withholding requirements, as well as classification in the condensed consolidated~~

~~statements of cash flows. The Company adopted ASU 2016-09 as of January 1, 2017. ASU 2016-09 requires all excess tax benefits and deficiencies to be recognized in income tax expense~~liabilities arising from most operating leases on the condensed consolidated statements of ~~income. Accordingly,~~financial condition.

The Company adopted ASU 2016-02 on its effective date of January 1, 2019 on a modified retrospective basis and elected not to apply ASU 2016-02 to the comparative periods presented. Under this transition method, any cumulative effect adjustment is recognized in the opening balance of retained earnings in the period of adoption. The Company elected the package of practical expedients to alleviate certain operational complexities related to the adoption, which among other things, allowed the Company ~~recorded a discrete income tax benefit of $81 million during~~to carry forward the ~~three months ended March 31, 2017 for vested restricted stock units where the grant date stock price was lower than the vesting date stock price.~~existing lease classification. The ~~new guidance will increase the volatility of income tax expense as a result of fluctuations in the Company’s stock price. Upon adoption, the~~ Company elected to account for ~~forfeitures~~lease and non-lease components as ~~they occur, which~~a single component for its leases. The Company also elected the short-term lease practical expedient. Consequently, leases with an initial term of 12 months or less are not recorded on the condensed consolidated statement of financial condition. Upon adoption of ASU 2016-02, the Company recorded a net increase of approximately $0.7 billion in its assets and liabilities related to the right-of-use (“ROU”) asset and lease liability for its operating leases. The adoption of ASU 2016-02 did not have a material impact on the condensed consolidated ~~financial statements. In addition, the Company elected to present excess tax benefits and deficiencies prospectively in operating activities on the condensed consolidated statements~~statement of income or cash flows. See Note 10, Leases, for more information.

Hierarchy of Fair Value ~~Inputs~~. Inputs. The Company uses a fair value hierarchy that prioritizes inputs to valuation approaches used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories:

Quoted prices (unadjusted) in active markets for identical assets or liabilities at the reporting date.

Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; quotes from pricing services or brokers for which the Company can determine that orderly transactions took place at the quoted price or that the inputs used to arrive at the price are observable; and inputs other than quoted prices that are observable, such as models or other valuation methodologies.

Unobservable inputs for the valuation of the asset or liability, which may include nonbinding broker quotes. Level 3 assets include investments for which there is little, if any, market activity. These inputs require significant management judgment or estimation.

Significance of Inputs.The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.

Valuation Approaches.The fair values of certain Level 3 assets and liabilities were determined using various valuation approaches as appropriate, including third-party pricing vendors, broker quotes and market and income approaches. Such quotes and modeled prices are evaluated for reasonableness through various procedures, including due diligence reviews of third-party pricing vendors, variance analyses, consideration of the current market environment and other analytical procedures.

A significant number of inputs used to value equity, debt securities, ~~and~~ investments in CLOs and bank loans is sourced from third-party pricing vendors. Generally, prices obtained from pricing vendors are categorized as Level 1 inputs for identical securities traded in active markets and as Level 2 for other similar securities if the vendor uses observable inputs in determining the price. Annually, BlackRock’s internal valuation committee or other designated groups review both the valuation approaches, including the general assumptions and methods used to value various asset classes, and

~~operational processes with these vendors. On a quarterly basis, meetings are held with key vendors to identify any significant changes to the vendors’ processes.~~

In addition, quotes obtained from brokers generally are nonbinding and categorized as Level 3 inputs. However, if the Company is able to determine that market participants have transacted for the asset in an orderly manner near the quoted price or if the Company can determine that the inputs used by the broker are observable, the quote is classified as a Level 2 input.

Investments Measured at Net Asset Values. As a practical expedient, the Company uses net asset value (“NAV”) as the fair value for certain investments. The inputs to value these investments may include ~~BlackRock~~the Company’s capital accounts for its partnership interests in various alternative investments, including hedge funds, real assets and private equity funds, which may be adjusted by using the returns of certain market indices. The various partnerships generally are investment companies, which record their underlying investments at fair value based on fair value policies established by management of the underlying fund. Fair value policies at the underlying fund generally require the fund to utilize pricing/valuation information from third-party sources, including independent appraisals. However, in some instances, current valuation information for illiquid securities or securities in markets that are not active may not be available from any third-party source or fund management may conclude that the valuations that are available from third-party sources are not reliable. In these instances, fund management may perform model-based analytical valuations that could be used as an input to value these investments.

~~Derivative Instruments~~Fair Value of Assets and Liabilities of Consolidated CLO. The Company applies the fair value option provisions for eligible assets, including bank loans, held by a consolidated CLO. As the fair value of the financial assets of the consolidated CLO is more observable than the fair value of the borrowings of the consolidated CLO, the Company measures the fair value of the borrowings of the consolidated CLO as the fair value of the assets of the consolidated CLO less the fair value of the Company’s economic interest in the CLO.

Derivatives and Hedging Activities. The Company does not use derivative financial instruments for trading or speculative purposes. The Company uses derivative financial instruments primarily for purposes of hedging exposures to fluctuations in foreign currency exchange rates of certain assets and liabilities, and market exposures for certain seed investments. However, certain consolidated sponsored investment funds may also utilize derivatives as a part of their investment strategy.

Changes in the fair value of the Company’s derivative financial instruments are recognized in earnings and, where applicable, are offset by the corresponding gain or loss on the related foreign-denominated assets or liabilities or hedged investments, on the condensed consolidated statements of income.

The Company may also use financial instruments designated as net investment hedges for accounting purposes to hedge net investments in international subsidiaries whose functional currency is not ~~U.S.~~US dollars. The gain or loss from revaluing accounting hedges of net investments in foreign operations at the spot rate is deferred and reported within accumulated other comprehensive income (loss) on the condensed consolidated statements of financial condition. Amounts excluded from the effectiveness assessment are reported in the condensed consolidated statements of income using a systematic and rational method. The Company reassesses the effectiveness of its net investment ~~hedge~~hedges at least quarterly.

Leases. The Company determines if a contract is a lease or contains a lease at inception. The Company accounts for its office facility leases as operating leases, which may include escalation clauses that are based on an index or market rate. The Company accounts for lease and non-lease components as a single component for its leases. The Company elected the short-term lease exception for leases with an initial term of 12 months or less. Consequently, such leases are not recorded on the condensed consolidated statement of financial condition. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain they will be exercised or not, respectively.

Fixed lease payments are included in ROU assets and lease liabilities within other assets and other liabilities, respectively, on the condensed consolidated statement of financial condition.ROU assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date using the Company’s incremental borrowing rate as the discount rate. Fixed lease payments made over the lease term are recorded as lease expense on a ~~quarterly~~straight-line basis. Variable lease payments based on usage, changes in an index or market rate are expensed as incurred.

~~Money Market Fee Waivers~~. ~~The~~Upon adoption of ASU 2016-02, for existing leases, the Company ~~is currently voluntarily waiving a portion~~elected to determine the discount rate based on the remaining lease term as of ~~its management fees~~January 1, 2019 and for lease payments based on ~~certain money market funds~~an index or rate to ~~ensure that they maintain a targeted level of daily net investment income (the “Yield Support waivers”). During~~apply the ~~three and nine months ended September 30, 2017, these waivers resulted in a reduction of management fees of approximately $0million and $6 million, respectively. During~~rate at commencement date. For new leases, the ~~three and nine months ended September 30, 2016, these waivers resulted in a reduction of management fees of approximately $17million and $42 million, respectively. Approximately 0% and 45% of Yield Support waivers for~~discount rates are based on the nine months ended September 30, 2017 and 2016, respectively, were offset by a reduction of BlackRock’s distribution and servicing costs paid to a financial intermediary. BlackRock may increase or decrease the level of Yield Support waivers in future periods.entire noncancelable lease term.

Separate Account Assets and Liabilities. Separate account assets are maintained by BlackRock Life Limited, a wholly owned subsidiary of the Company, which is a registered life insurance company in the United Kingdom, and represent segregated assets held for purposes of funding individual and group pension contracts. The life insurance company does not underwrite any insurance contracts that involve any insurance risk transfer from the insured to the life insurance company. The separate account assets primarily include equity securities, debt securities, money market funds and derivatives. The separate account assets are not subject to general claims of the creditors of BlackRock. These separate account assets and the related equal and offsetting liabilities are recorded as separate account assets and separate account liabilities on the condensed consolidated statements of financial condition.

The net investment income attributable to separate account assets supporting individual and group pension contracts accrues directly to the contract owner and is not reported on the condensed consolidated statements of income. While BlackRock has no economic interest in these separate account assets and liabilities, BlackRock earns policy administration and management fees associated with these products, which are included in investment advisory, administration fees and securities lending revenue on the condensed consolidated statements of income.

Separate Account Collateral Assets Held and Liabilities Under Securities Lending Agreements. The Company facilitates securities lending arrangements whereby securities held by separate accounts maintained by BlackRock Life Limited are lent to third parties under global master securities lending agreements. In exchange, the Company receives legal title to the collateral with minimum values generally ranging from approximately 102% to 112% of the value of the securities lent in order to reduce counterparty risk. The required collateral value is calculated on a daily basis. The global master securities lending agreements provide the Company the right to request additional collateral or, in the event of borrower default, the right to liquidate collateral. The securities lending transactions entered into by the Company are accompanied by an agreement that entitles the Company to request the borrower to return the securities at any time; therefore, these transactions are not reported as sales.

The Company records on the condensed consolidated statements of financial condition the cash and noncash collateral received under these BlackRock Life Limited securities lending arrangements as its own asset in addition to an equal and offsetting collateral liability for the obligation to return the collateral. The securities lending revenue earned from lending securities held by the separate accounts is included in investment advisory, administration fees and securities lending revenue on the condensed consolidated statements of income. During the nine months ended September 30, ~~2017~~2019 and ~~2016,~~2018, the Company had not resold or repledged any of the collateral received under these arrangements. At September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the fair value of loaned securities held by separate accounts was approximately ~~$24.7~~$17.5 billion and ~~$25.7~~$18.9 billion, respectively, and the fair value of the collateral held under these securities lending agreements was approximately ~~$27.4~~$18.7 billion and ~~$27.8~~$20.7 billion, respectively.

On May 10, 2019, the Company acquired 100% of the equity interests of eFront Holding SAS (“eFront Transaction” or “eFront”), a leading alternative investment management software and solutions provider for approximately $1.3 billion, excluding the settlement of eFront’s outstanding debt. The acquisition of eFront expands Aladdin’s illiquid alternative capabilities and enables BlackRock to provide individual alternative or whole-portfolio technology solutions to clients.

The purchase price was funded through a combination of existing cash and issuance of commercial paper (subsequently repaid with existing cash) and long-term notes in April 2019. See Note 13, Borrowings, for information on the debt issuance in April 2019.

The purchase price for the eFront Transaction was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the transaction. The goodwill recognized in connection with the acquisition is non-deductible for tax purposes and is primarily attributable to anticipated synergies from ~~Contracts with Customers.~~ Inthe transaction.

During the three months ended September 30, 2019, the amounts of goodwill, finite-lived intangible assets and deferred income tax liabilities were retrospectively adjusted to reflect new information obtained about facts that existed as of May ~~2014,~~10, 2019, the ~~FASB issued ASU 2014-09,~~ ~~Revenue from Contracts with Customers~~ ~~(“ASU 2014-09”). ASU 2014-09 outlines a single comprehensive model~~eFront acquisition date. There was no material change to the condensed consolidated statements of income for ~~entities to use in accounting for revenue arising from contracts with customers~~the three and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance also changes the accounting for certain contract costs and revises the criteria for determining if an entity is actingnine months ended September 30, 2019 as a ~~principal or agent~~result of these adjustments. A summary of the initial and revised fair values of the assets acquired and liabilities assumed in ~~certain arrangements. The Company continues~~this acquisition is as follows⁽¹⁾:

Finite-lived intangible assets are amortized over their estimated useful lives, which range from four to evaluate the impact of ASU 2014-09 on the presentation and recognition of its revenue contracts and certain contract costs. The most significant change identified to date relates to the presentation of certain distribution costs, which are currently presented net against revenues (contra-revenue) and will likely be presented as an10 years. Amortization expense on a gross basis. The Company currently expects such net gross up to annual revenue to be approximately $1 billion with a corresponding gross up to annual expense. The Company is currently evaluating which transition method it will apply when it adopts the new revenue recognition guidance in the first quarter of 2018.

~~Recognition and Measurement of Financial Instruments~~.~~In January 2016, the FASB issued ASU 2016-01,~~ ~~Recognition and Measurement of Financial Assets and Financial Liabilities~~ ~~(“ASU 2016-01”). ASU 2016-01 amends guidance on the classification and measurement of financial instruments, including significant revisions in accounting~~ related to the ~~classification~~finite-lived intangible assets was $14 million and ~~measurement~~$24 million, respectively, for the three and nine months ended September 30, 2019. The finite-lived intangible assets had a weighted-average remaining useful life of ~~investments in equity securities~~approximately nine years with remaining amortization expense as follows:

For the three and ~~presentation~~nine months ended September 30, 2019, eFront contributed $37 million and $59 million, respectively, of ~~certain fair value changes~~revenue and did not have a material impact to net income attributable to BlackRock, Inc. Consequently, the Company has not presented pro forma combined results of operations for ~~financial liabilities when the fair value option is elected. ASU 2016-01 also amends certain disclosure requirements associated with the fair value~~this acquisition.

The following table provides a reconciliation of ~~financial instruments. The Company does not currently expect the reclassification of unrealized gains(losses) on equity securities~~cash and cash equivalents reported within ~~accumulated other comprehensive income to retained earnings to be material upon adoption effective January 1, 2018.~~

~~Leases.~~ ~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases~~ ~~(“ASU 2016-02”), which requires lessees to recognize assets and liabilities arising from most operating leases on~~ the condensed consolidated statements of financial ~~condition. The Company expects~~condition to ~~record assets~~the cash, cash equivalents, and ~~liabilities for its current operating leases upon adoption of ASU 2016-02 and does not expect the adoption to have a material impact on its results of operations or~~restricted cash flows. ASU 2016-02 is effective for the Company on January 1, 2019, and the Company intends to apply the practical expedients allowed by the standard upon transition. See Note 13 of the 2016 Form 10-K for information on the Company’s operating lease commitments.

~~Cash Flow Classification.~~ ~~In August 2016, the FASB issued ASU 2016-15,~~ ~~Classification of Certain Cash Receipts and Cash Payments~~ ~~(“ASU 2016-15”), which amends and clarifies the current guidance to reduce diversity in practice of the classification of certain cash receipts and payments in~~reported within the condensed consolidated statements of cash flows. The Company is currently evaluating the impact of adopting ASU 2016-15, which is effective for the Company on January 1, 2018 with early adoption permitted. The Company must apply the guidance retrospectively to all periods presented.

At both September 30, 2017 and December 31, 2016, available-for-sale investments primarily included certain investments in CLOs and seed investments in BlackRock sponsored mutual funds. The cost of these investments approximated carrying value.

The carrying value of held-to-maturity investments was ~~$76~~$212 million and ~~$51~~$188 million at September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, respectively. Held-to-maturity investments included foreign government debt held primarily for regulatory purposes and certain investments in CLOs. The amortized cost (carrying value) of these investments approximated fair ~~value.~~value (primarily a Level 2 input). At September 30, ~~2017, $11~~2019, $68 million of these investments mature between five toten years and ~~$65~~$144 million mature after ten years.

A summary of the cost and carrying value of equity and trading ~~investments~~debt securities is as follows:


	September 30,				December 31,				September 30, 2019				December 31, 2018
(in millions)	2017				2016				Cost		Carrying Value		Cost		Carrying Value
	Cost		Carrying Value		Cost		Carrying Value
Trading investments:
Trading debt securities:
Corporate debt									$	125	$	126	$	144	$	140
Government debt										36		35		69		67
Asset/mortgage-backed debt										47		49		67		58
Total trading debt securities									$	208	$	210	$	280	$	265
Equity securities at FVTNI:
Deferred compensation plan mutual funds	$	34	$	54	$	41	$	59	$	6	$	22	$	21	$	34
Equity securities/multi-asset mutual funds		323		353		290		308		476		521		420		418
Debt securities/fixed income mutual funds:
Corporate debt		160		162		128		128
Government debt		59		60		60		60
Asset/mortgage backed debt		62		63		70		70
Total trading investments	$	638	$	692	$	589	$	625
Total equity securities at FVTNI									$	482	$	543	$	441	$	452

At September 30, 2017, trading investments included $268 million of debt securities and $239 million of equity securities held by consolidated sponsored investment funds accounted for as VREs, $54 million of certain deferred compensation plan mutual fund investments and $131 million of other equity and debt securities.

At December 31, 2016, trading investments included $246 million of debt securities and $219 million of equity securities held by consolidated sponsored investment funds accounted for as VREs, $59 million of certain deferred compensation plan mutual fund investments and $101 million of other equity and debt securities.

In addition, the Company accounts for its interest in PennyMac Financial Services, Inc. (“PennyMac”) as an equity method investment. At September 30, ~~2017~~2019 and December 31, ~~2016~~2018, the Company’s investment in PennyMac ~~was excluded from investments in the table above and~~is included in other assets on the condensed consolidated statements of financial condition. The carrying value and ~~fair~~market value of the Company’s interest (approximately 20% or 16 million ~~shares and units) was~~shares) were approximately ~~$333~~$434 million and ~~$277~~$473 million, respectively, at September 30, ~~2017~~2019 and approximately ~~$301~~$397 million and ~~$259~~$331 million, respectively, at December 31, ~~2016.~~2018. The ~~fair~~market value of the Company’s interest reflected the PennyMac stock price at September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, respectively (a Level 1 input). ~~The Company performed an other-than-temporary impairment analysis as of September 30, 2017 and determined the difference in fair value below the carrying value to be temporary.~~

The Company consolidates certain sponsored investment funds accounted for as VREs because it is deemed to control such funds. The ~~investments owned by these consolidated VREs are classified as trading investments. The~~ following table presents the ~~balances~~amounts related to these consolidated VREs that were recorded on the condensed consolidated statements of financial condition, including BlackRock’s net interest in these funds:

	September 30,			December 31,			September 30,			December 31,
(in millions)	2017			2016			2019			2018
Cash and cash equivalents	$	73		$	53		$	11		$	59
Trading investments		507			465
Investments:
Trading debt securities								169			233
Equity securities at FVTNI								334			291
Total investments								503			524
Other assets		28			15			7			8
Other liabilities		(61	)		(50	)		(11	)		(53	)
Noncontrolling interests ("NCI")		(68	)		(39	)
NCI								(52	)		(90	)
BlackRock’s net interests in consolidated VREs	$	479		$	444		$	458		$	448

BlackRock’s total exposure to consolidated VREs represents the value of its economic ownership interest in these sponsored investment funds. Valuation changes associated with investments held at fair value by these consolidated VREs are reflected in nonoperating income (expense) and partially offset in net income (loss) attributable to noncontrolling interests for the portion not attributable to BlackRock.

The Company cannot readily access cash and cash equivalents held by consolidated VREs to use in its operating activities.

In the normal course of business, the Company is the manager of various types of sponsored investment vehicles, which may be considered variable interest entities (“VIEs”). The Company may from time to time own equity or debt securities or enter into derivatives with the vehicles, each of which are considered variable interests. The Company’s involvement in financing the operations of the VIEs is generally limited to its investments in the entity. The Company consolidates entities when it is determined to be the primary beneficiary (“PB”).

Consolidated VIEs. The Company’s consolidated VIEs include certain sponsored investment ~~funds~~products in which BlackRock has an investment and as the investment manager is deemed to have both the power to direct the most significant activities of the ~~funds~~products and the right to receive benefits (or the obligation to absorb losses) that could potentially be significant to these sponsored investment ~~funds.~~products. The assets of these VIEs are not available to creditors of the Company. In addition, the investors in these VIEs have no recourse to the credit of the Company.

Consolidated VIE assets and liabilities are presented after intercompany eliminations in the following table:

	September 30,			December 31,			September 30,			December 31,
(in millions)	2017			2016			2019			2018
Assets of consolidated VIEs:
Cash and cash equivalents	$	82		$	84		$	131		$	186
Investments		1,286			1,008
Investments:
Trading debt securities								1,120			1,395
Equity securities at FVTNI								971			569
Bank loans								183			84
Other investments								182			263
Carried interest								442			369
Total investments								2,898			2,680
Other assets		46			63			54			876
Total investments and other assets		1,332			1,071
Liabilities of consolidated VIEs		(319	)		(216	)
Noncontrolling interests		(307	)		(207	)
Total assets of consolidated VIEs								3,083			3,742
Liabilities of consolidated VIEs:
Borrowings								(186	)		(84	)
Other liabilities								(530	)		(1,290	)
NCI								(1,145	)		(1,076	)
BlackRock's net interests in consolidated VIEs	$	788		$	732		$	1,222		$	1,292

Net gain (loss) related to consolidated VIEs is presented in the following table:

	Three Months Ended				Nine Months Ended					Three Months Ended						Nine Months Ended
	September 30,				September 30,					September 30,						September 30,
(in millions)	2017		2016		2017		2016			2019			2018			2019		2018

Nonoperating net gain (loss) on consolidated VIEs	$	29	$	19	$	95	$	34		$	(5	)	$	(9	)	$	128	$	(21	)

Net gain (loss) attributable to NCI on consolidated VIEs	$	10	$	1	$	28	$	(2	)
Net income (loss) attributable to NCI on consolidated VIEs										$	—		$	(14	)	$	17	$	(3	)

~~Non-Consolidated~~Nonconsolidated VIEs. At September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Company’s carrying value of assets and liabilities included on the condensed consolidated statements of financial condition pertaining to nonconsolidated VIEs and its maximum risk of loss related to VIEs for which it held a variable interest, but for which it was not the PB, was as follows:

(in millions)
At September 30, 2017	Investments		Advisory Fee Receivables		Other Net Assets (Liabilities)			Maximum Risk of Loss⁽¹⁾
At September 30, 2019										Investments		Advisory Fee Receivables		Other Net Assets (Liabilities)			Maximum Risk of Loss⁽¹⁾
Sponsored investment products	$	227	$	15	$	(7	)	$	259	$	498	$	88	$	(10	)	$	603
At December 31, 2016
At December 31, 2018
Sponsored investment products	$	171	$	9	$	(8	)	$	197	$	348	$	43	$	(6	)	$	408

The net assets of sponsored investment products that are nonconsolidated VIEs approximated $5$12 billion and $4$9 billion at September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, respectively.

Assets and liabilities measured at fair value on a recurring basis ~~and other assets not held at fair value~~

September 30, 2017	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Investments Measured at		Other Assets Not Held at		September 30,
(in millions)	(Level 1)		(Level 2)		(Level 3)		NAV⁽¹⁾		Fair Value⁽²⁾		2017
September 30, 2019 (in millions)													Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Investments Measured at NAV⁽¹⁾		Other⁽²⁾		September 30, 2019
Assets:
Investments
Available-for-sale	$	8	$	73	$	23	$	—	$	—	$	104
Investments:
Debt securities:
Held-to-maturity securities		—		—		—		—		76		76	$	—	$	—	$	—	$	—	$	212	$	212
Trading:										—
Trading securities														—		205		5		—		—		210
Total debt securities														—		205		5		—		212		422
Equity securities at FVTNI:
Deferred compensation plan mutual funds		54		—		—		—		—		54		22		—		—		—		—		22
Equity securities/Multi-asset mutual funds		353		—		—		—		—		353		521		—		—		—		—		521
Debt securities / fixed income mutual funds		1		282		2		—		—		285
Total trading		408		282		2		—		—		692
Other investments:
Total equity securities at FVTNI														543		—		—		—		—		543
Equity method:
Equity and fixed income mutual funds		314		—		—		10		—		324		113		—		—		—		—		113
Hedge funds/funds of hedge funds														—		—		—		206		—		206
Private equity funds														—		—		—		260		—		260
Real assets funds														—		—		—		320		—		320
Other		—		—		—		608		12		620		26		—		—		5		—		31
Total equity method		314		—		—		618		12		944		139		—		—		791		—		930
Cost method investments		—		—		—		—		92		92
Federal Reserve Bank Stock														—		—		—		—		93		93
Carried interest		—		—		—		—		20		20		—		—		—		—		16		16
Other investments														—		—		—		—		113		113
Total investments		730		355		25		618		200		1,928		682		205		5		791		434		2,117
Investments of consolidated VIEs:
Trading debt securities														—		1,120		—		—		—		1,120
Equity securities at FVTNI														971		—		—		—		—		971
Bank loans														—		26		157		—		—		183
Private equity⁽³⁾														1		—		9		27		76		113
Hedge fund														—		—		—		3		—		3
Real assets funds														—		—		—		66		—		66
Carried interest														—		—		—		—		442		442
Total investments of consolidated VIEs														972		1,146		166		96		518		2,898
Other assets⁽⁴⁾														141		—		—		—		—		141
Separate account assets		112,957		34,268		—		—		713		147,938		66,395		28,446		—		—		660		95,501
Separate account collateral held under securities lending agreements:
Equity securities		19,093		—		—		—		—		19,093		8,577		—		—		—		—		8,577
Debt securities		—		8,338		—		—		—		8,338		—		10,122		—		—		—		10,122
Total separate account collateral held under securities lending agreements		19,093		8,338		—		—		—		27,431		8,577		10,122		—		—		—		18,699
Investments of consolidated VIEs:
Private / public equity⁽³⁾		5		3		114		69		83		274
Equity securities		338		—		—		—		—		338
Debt securities		—		350		—		—		—		350
Other		—		—		—		64		—		64
Carried interest		—		—		—		—		260		260
Total investments of consolidated VIEs		343		353		114		133		343		1,286
Total	$	133,123	$	43,314	$	139	$	751	$	1,256	$	178,583	$	76,767	$	39,919	$	171	$	887	$	1,612	$	119,356
Liabilities:
Borrowings of consolidated VIEs⁽⁵⁾													$	—	$	—	$	186	$	—	$	—	$	186
Separate account collateral liabilities under securities lending agreements	$	19,093	$	8,338	$	—	$	—	$	—	$	27,431		8,577		10,122		—		—		—		18,699
Other liabilities⁽⁴⁾		—		7		228		—		—		235
Other liabilities⁽⁶⁾														—		10		167		—		—		177
Total	$	19,093	$	8,345	$	228	$	—	$	—	$	27,666	$	8,577	$	10,132	$	353	$	—	$	—	$	19,062

December 31, 2018 (in millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Investments Measured at NAV⁽¹⁾		Other⁽²⁾		December 31, 2018
Assets:
Investments:
Debt securities:
Held-to-maturity securities	$	—	$	—	$	—	$	—	$	188	$	188
Trading securities		—		261		4		—		—		265
Total debt securities		—		261		4		—		188		453
Equity securities at FVTNI:
Deferred compensation plan mutual funds		34		—		—		—		—		34
Equity securities/Multi-asset mutual funds		418		—		—		—		—		418
Total equity securities at FVTNI		452		—		—		—		—		452
Equity method:
Equity and fixed income mutual funds		122		—		—		—		—		122
Hedge funds/funds of hedge funds		—		—		—		173		—		173
Private equity funds		—		—		—		116		—		116
Real assets funds		—		—		—		353		—		353
Other		—		—		—		14		3		17
Total equity method		122		—		—		656		3		781
Federal Reserve Bank Stock		—		—		—		—		92		92
Carried interest		—		—		—		—		18		18
Total investments		574		261		4		656		301		1,796
Investments of consolidated VIEs:
Trading debt securities		—		1,395		—		—		—		1,395
Equity securities at FVTNI		569		—		—		—		—		569
Bank loans		—		14		70		—		—		84
Private equity⁽³⁾		—		—		82		48		75		205
Hedge fund		—		—		—		3		—		3
Real assets funds		—		—		—		55		—		55
Carried interest		—		—		—		—		369		369
Total investments of consolidated VIEs		569		1,409		152		106		444		2,680
Other assets⁽⁴⁾		122		—		—		—		—		122
Separate account assets		63,610		25,810		—		—		865		90,285
Separate account collateral held under securities lending agreements:
Equity securities		15,066		—		—		—		—		15,066
Debt securities		—		5,589		—		—		—		5,589
Total separate account collateral held under securities lending agreements		15,066		5,589		—		—		—		20,655
Total	$	79,941	$	33,069	$	156	$	762	$	1,610	$	115,538
Liabilities:
Borrowings of consolidated VIEs⁽⁵⁾	$	—	$	—	$	84	$	—	$	—	$	84
Separate account collateral liabilities under securities lending agreements		15,066		5,589		—		—		—		20,655
Other liabilities⁽⁶⁾		—		6		287		—		—		293
Total	$	15,066	$	5,595	$	371	$	—	$	—	$	21,032

~~Assets and liabilities measured at fair value on a recurring basis and other assets not held at fair value~~

December 31, 2016
(in millions)

Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Investments Measured at NAV⁽¹⁾

Other Assets
Not Held at Fair
Value⁽²⁾

December 31,
2016

Assets:

Investments

Available-for-sale

$
7

$
49

$
24

$
—

$
—

$
80

Held-to-maturity securities

—

—

—

—

51

51

Trading:

Deferred compensation plan mutual funds

59

—

—

—

—

59

Equity/Multi-asset mutual funds

308

—

—

—

—

308

Debt securities / fixed income mutual funds

1

250

7

—

—

258

Total trading

368

250

7

—

—

625

Other investments:

Equity method:

Equity and fixed income mutual funds

323

—

—

5

—

328

Other

—

—

—

394

8

402

Total equity method

323

—

—

399

8

730

Cost method investments

—

—

—

—

91

91

Carried interest

—

—

—

—

18

18

Total investments

698

299

31

399

168

1,595

Separate account assets

109,663

38,542

—

—

884

149,089

Separate account collateral held under securities lending agreements:

Equity securities

22,173

—

—

—

—

22,173

Debt securities

—

5,619

—

—

—

5,619

Total separate account collateral held under securities lending agreements

22,173

5,619

—

—

—

27,792

Investments of consolidated VIEs:

Private / public equity⁽³⁾

3

2

112

89

79

285

Equity securities

278

—

—

—

—

278

Debt securities

—

274

—

—

—

274

Other

—

—

—

63

—

63

Carried interest

—

—

—

—

108

108

Total investments of consolidated VIEs

281

276

112

152

187

1,008

Total

$
132,815

$
44,736

$
143

$
551

$
1,239

$
179,484

Liabilities:

Separate account collateral liabilities under securities lending agreements

$
22,173

$
5,619

$
—

$
—

$
—

$
27,792

Other liabilities⁽⁴⁾

—

7

115

—

—

122

Total

$
22,173

$
5,626

$
115

$
—

$
—

$
27,914

Level 3 Assets. Level 3 assets may include investments in CLOs and bank loans of consolidated CLOs which were valued based on single-broker nonbinding quotes and direct private equity investments which were valued using the market or income approach as described below.

Level 3 investments of consolidated VIEs of ~~$114~~$166 million and ~~$112~~$152 million at September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, respectively, related to direct investments in private equity companies held by consolidated private equity funds. At both September 30, 2019 and December 31, 2018, Level 3 investments of consolidated VIEs also included bank loans of a consolidated CLO which were valued based on single-broker nonbinding quotes.

Direct investments in private equity companies may be valued using the market approach or the income approach, or a combination thereof, and were valued based on an assessment of each underlying investment, incorporating evaluation of additional significant third-party financing, changes in valuations of comparable peer companies, the business environment of the companies, market indices, assumptions relating to appropriate risk adjustments for nonperformance and legal restrictions on disposition, among other factors. The fair value derived from the methods used is evaluated and weighted, as appropriate, considering the reasonableness of the range of values indicated. Under the market approach, fair value may be determined by reference to multiples of market-comparable companies or transactions, including earnings before interest, taxes, depreciation and amortization ~~(“EBITDA”)~~ multiples. Under the income approach, fair value may be determined by discounting the expected cash flows to a single present value amount using current expectations about those future amounts. Unobservable inputs used in a discounted cash flow model may include projections of operating performance generally covering a five-year period and a terminal value of the private equity direct investment. For investments utilizing ~~the~~a discounted cash flow valuation technique, a significant increase (decrease) in the discount rate, risk premium or discount for lack of marketability in isolation could ~~result~~have resulted in a significantly lower (higher) fair value ~~measurement.~~measurement as of September 30, 2019. For investments utilizing the market-comparable valuation technique, a significant increase (decrease) in ~~the EBITDA~~a valuation multiple in isolation could ~~result~~have resulted in a significantly higher (lower) fair value ~~measurement.~~

~~Level 3 assets may include investments in CLOs valued based on single-broker nonbinding quotes and direct private equity investments valued using the market approach or the income approach~~measurement as ~~described above.~~of September 30, 2019.

Level 3 Liabilities. Level 3 ~~other~~ liabilities primarily include ~~recorded~~ contingent liabilities ~~related to~~associated with certain acquisitions, which were valued based upon discounted cash flow analyses using unobservable market data ~~inputs.~~ inputs and borrowings of consolidated VIEs, which were valued based on the fair value of the assets of the consolidated CLO less the fair value of the Company’s economic interest in the CLO.

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended September 30, ~~2017~~2019

(in millions)	June 30, 2017		Realized and Unrealized Gains (Losses) in Earnings and OCI			Purchases		Sales and Maturities		Issuances and other Settlements⁽¹⁾		Transfers into Level 3		Transfers out of Level 3			September 30, 2017		Total Net Unrealized Gains (Losses) Included in Earnings⁽²⁾			June 30, 2019		Realized and Unrealized Gains (Losses)		Purchases		Sales and Maturities		Issuances and other Settlements⁽¹⁾		Transfers into Level 3		Transfers out of Level 3			September 30, 2019		Total Net Unrealized Gains (Losses) Included in Earnings⁽²⁾
Assets:
Investments:
Available-for-sale securities⁽³⁾	$	23	$	—		$	—	$	—	$	—	$	—	$	—		$	23
Debt securities:
Trading		4		—			—		—		—		—		(2	)		2				$	2	$	—	$	3	$	—	$	—	$	—	$	—		$	5	$	—
Total investments		27		—			—		—		—		—		(2	)		25					2		—		3		—		—		—		—			5		—
Assets of consolidated VIEs - Private equity		113		1			—		—		—		—		—			114	$	1
Assets of consolidated VIEs:
Bank loans⁽³⁾																							125		—		32		—		—		—		—			157		—
Private equity																							9		1		—		—		—		—		(1	)		9		1
Total Assets of consolidated VIEs																							134		1		32		—		—		—		(1	)		166		1
Total Level 3 assets	$	140	$	1		$	—	$	—	$	—	$	—	$	(2	)	$	139				$	136	$	1	$	35	$	—	$	—	$	—	$	(1	)	$	171	$	1
Liabilities:
Borrowings of consolidated VIEs⁽³⁾																						$	142	$	—	$	—	$	—	$	44	$	—	$	—		$	186	$	—
Other liabilities⁽⁴⁾	$	218	$	(7	)	$	—	$	—	$	3	$	—	$	—		$	228	$	(7	)		168		1		—		—		—		—		—			167		1
Total Level 3 liabilities																						$	310	$	1	$	—	$	—	$	44	$	—	$	—		$	353	$	1

⁽¹⁾ Issuance and other settlements amount includes a contingent liability of $9 million in connection with the acquisition of Cachematrix in July 2017 (“Cachematrix Transaction”) and a contingent liability payment in connection with a prior acquisition.

~~Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Nine Months Ended September 30, 2017~~

⁽¹⁾ Issuance and other settlements amount includes $120 million and $9 million of contingent liabilities in connection with the acquisition of the equity infrastructure franchise of First Reserve in June 2017 (“First Reserve Transaction”) and the Cachematrix Transaction, respectively, and contingent liability payments in connection with certain prior acquisitions.

⁽²⁾ ~~Amounts include transfers out of Level 3 due to availability of observable market inputs from pricing vendors.~~

⁽³⁾ ~~Earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at the reporting date.~~

~~Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended September 30, 2016~~

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Nine Months Ended September 30, ~~2016~~

⁽¹⁾ ~~Issuances and other settlements amount includes a contingent liability related to the BofA~~^® ~~Global Capital Management transaction in April 2016.~~

(in millions)	December 31, 2018		Realized and Unrealized Gains (Losses)			Purchases		Sales and Maturities		Issuances and other Settlements⁽¹⁾			Transfers into Level 3		Transfers out of Level 3⁽²⁾			September 30, 2019		Total Net Unrealized Gains (Losses) Included in Earnings⁽³⁾
Assets:
Investments:
Debt securities:
Trading	$	4	$	—		$	5	$	—	$	—		$	—	$	(4	)	$	5	$	—
Total investments		4		—			5		—		—			—		(4	)		5		—
Assets of consolidated VIEs:
Bank loans⁽⁴⁾		70		—			87		—		—			—		—			157		—
Private equity		82		—			—		—		—			—		(73	)		9		—
Total Assets of consolidated VIEs		152		—			87		—		—			—		(73	)		166		—
Total Level 3 assets	$	156	$	—		$	92	$	—	$	—		$	—	$	(77	)	$	171	$	—
Liabilities:
Borrowings of consolidated VIEs⁽⁴⁾	$	84	$	—		$	—	$	—	$	102		$	—	$	—		$	186	$	—
Other liabilities⁽⁵⁾		287		(18	)		—		—		(138	)		—		—			167		(18	)
Total Level 3 liabilities	$	371	$	(18	)	$	—	$	—	$	(36	)	$	—	$	—		$	353	$	(18	)

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended September 30, 2018

(in millions)	June 30, 2018		Realized and Unrealized Gains (Losses)			Purchases		Sales and Maturities		Issuances and other Settlements		Transfers into Level 3		Transfers out of Level 3		September 30, 2018		Total Net Unrealized Gains (Losses) Included in Earnings⁽¹⁾
Assets:
Assets of consolidated VIEs:
Private equity	$	104	$	1		$	—	$	—	$	—	$	—	$	—	$	105	$	1
Bank loans⁽²⁾		—		—			—		—		44		—		—		44		—
Total Assets of consolidated VIEs	$	104	$	1		$	—	$	—	$	44	$	—	$	—	$	149	$	1
Total Level 3 assets
Liabilities:
Borrowings of consolidated VIEs⁽²⁾	$	—	$	—		$	—	$	—	$	44	$	—	$	—	$	44	$	—
Other liabilities⁽³⁾		223		(30	)		—		—		6		—		—		259		—
Total Level 3 liabilities	$	223	$	(30	)	$	—	$	—	$	50	$	—	$	—	$	303	$	(30	)

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Nine Months Ended September 30, 2018

(in millions)	December 31, 2017		Realized and Unrealized Gains (Losses)			Purchases		Sales and Maturities			Issuances and other Settlements⁽¹⁾			Transfers into Level 3		Transfers out of Level 3			September 30, 2018		Total Net Unrealized Gains (Losses) Included in Earnings⁽²⁾
Assets:
Investments:
Available-for-sale securities⁽³⁾	$	—	$	—		$	26	$	—		$	—		$	—	$	(26	)	$	—	$	—
Trading		—		—			5		—			—			—		(5	)		—		—
Total investments		—		—			31		—			—			—		(31	)		—		—
Assets of consolidated VIEs:
Private equity		116		1			—		(12	)		—			—		—			105		1
Bank loans⁽⁴⁾		—		—			—		—			44			—		—			44		—
Total Assets of consolidated VIEs		116		1			—		(12	)		44			—		—			149		1
Total Level 3 assets	$	116	$	1		$	31	$	(12	)	$	44		$	—	$	(31	)	$	149	$	1
Liabilities:
Borrowings of consolidated VIEs⁽⁴⁾	$	—	$	—		$	—	$	—		$	44		$	—	$	—		$	44	$	—
Other liabilities⁽⁵⁾		236		(33	)		—		—			(10	)		—		—			259		(33	)
Total Level 3 liabilities	$	236	$	(33	)	$	—	$	—		$	34		$	—	$	—		$	303	$	(33	)

Realized and Unrealized Gains (Losses) for Level 3 Assets and Liabilities. Realized and unrealized gains (losses) recorded for Level 3 assets and liabilities are reported in nonoperating income (expense) on the condensed consolidated statements of income. A portion of net income (loss) for consolidated sponsored investment funds ~~are~~is allocated to noncontrolling interests to reflect net income (loss) not attributable to the Company.

Transfers in and/or out of Levels. Transfers in and/or out of levels are reflected when significant inputs, including market inputs or performance attributes, used for the fair value measurement become observable/unobservable, or when the carrying value of certain equity method investments no longer represents fair value as determined under valuation methodologies.

Disclosures of Fair Value for Financial Instruments Not Held at Fair Value. At September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the fair value of the Company’s financial instruments not held at fair value are categorized in the table below:

	September 30, 2017				December 31, 2016						September 30, 2019				December 31, 2018
(in millions)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Fair Value Hierarchy		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Fair Value Hierarchy
Financial Assets:
Financial Assets⁽¹⁾:
Cash and cash equivalents	$	6,165	$	6,165	$	6,091	$	6,091	Level 1	^{(1) (2)}	$	4,476	$	4,476	$	6,302	$	6,302	Level 1	^{(2) (3)}
Accounts receivable		3,183		3,183		2,350		2,350	Level 1	⁽³⁾
Cash and cash equivalents of consolidated VIEs		82		82		84		84	Level 1	^{(1) (2)}	$	131	$	131	$	186	$	186	Level 1	^{(2) (3)}
Other assets		62		62		25		25	Level 1	^{(1) (4)}	$	61	$	61	$	18	$	18	Level 1	^{(2) (4)}

Financial Liabilities:
Accounts payable and accrued liabilities		1,652		1,652		1,094		1,094	Level 1	⁽³⁾
Long-term borrowings		5,000		5,248		4,915		5,165	Level 2	⁽⁵⁾	$	5,932	$	6,257	$	4,979	$	5,034	Level 2	⁽⁵⁾
Other liabilities											$	250	$	250	$	—	$	—	Level 3	⁽⁶⁾

Investments in Certain Entities that Calculate Net Asset Value Per ~~Share.~~Share

As a practical expedient to value certain investments that do not have a readily determinable fair value and have attributes of an investment company, the Company uses NAV as the fair value. The following tables list information regarding all investments that use a fair value measurement to account for both their financial assets and financial liabilities in their calculation of a NAV per share (or equivalent).

September 30, 2017

September 30, 2019

(in millions)

Ref

Fair Value

Total

Unfunded

Commitments

Redemption

Frequency

Redemption

Notice Period

Ref

Fair Value

Total

Unfunded

Commitments

Redemption

Frequency

Redemption

Notice Period

Equity method:⁽¹⁾

Hedge funds/funds of hedge funds

(a)

249

Daily/Monthly (19%)

Quarterly (55%)

N/R (26%)

1 – 90 days

(a)

206

111

Daily/Monthly (28%)

Quarterly (17%)

N/R (55%)

1 – 90 days

Private equity funds

(b)

N/R

(b)

260

204

N/R

Real assets funds

(c)

265

111

Quarterly (85%)

N/R (15%)

60 days

(c)

320

109

Quarterly (61%)

N/R (39%)

60 days

Other

Daily/Monthly (66%)

N/R (34%)

3 – 5 days

N/R

Consolidated VIEs:

Private equity funds of funds

(d)

N/R

(d)

N/R

Hedge fund

(a)

—

Quarterly

90 days

(a)

—

Quarterly

90 days

Real assets funds

(c)

N/R

(c)

101

N/R

Total

751

332

887

546

December 31, 2016

December 31, 2018

(in millions)

Ref

Fair Value

Total

Unfunded

Commitments

Redemption

Frequency

Redemption

Notice Period

Ref

Fair Value

Total

Unfunded

Commitments

Redemption

Frequency

Redemption

Notice Period

Equity method:⁽¹⁾

Hedge funds/funds of hedge funds

(a)

237

Daily/Monthly (21%)

Quarterly (51%)

N/R (28%)

1 – 90 days

(a)

173

Daily/Monthly (30%)

Quarterly (18%)

N/R (52%)

1 – 90 days

Private equity funds

(b)

N/R

(b)

116

N/R

Real assets funds

(c)

Quarterly (41%)

N/R (59%)

60 days

(c)

353

Quarterly (68%)

N/R (32%)

60 days

Other

Daily/Monthly (42%)

N/R (58%)

3 – 5 days

Daily (80%)

N/R (20%)

5 days

Consolidated VIEs:

Private equity funds of funds

(d)

N/R

(d)

N/R

Hedge fund

(a)

—

Quarterly

90 days

(a)

—

Quarterly

90 days

Real assets funds

(c)

N/R

(c)

N/R

Total

551

157

762

343

^(d) This category includes the underlying third-party private equity funds within consolidated BlackRock sponsored private equity funds of funds. The fair values of the investments in the third-party funds have been estimated using capital accounts representing the Company’s ownership interest in each fund in the portfolio as well as other performance inputs. These investments are not subject to redemption; however, for certain funds, the Company may sell or transfer its interest, which may need approval by the general partner of the underlying funds. Due to the nature of the investments in this category, the Company reduces its investment by distributions that are received through the realization of the underlying assets of the funds. It is estimated that the underlying assets of these funds will be liquidated over a weighted-average period of approximately five years at both

At September 30, ~~2017~~2019 and December 31, ~~2016. The total remaining unfunded commitments to other third-party funds were $20~~2018, the Company elected the fair value option for certain investments in CLOs of approximately $33 million and ~~$16~~$32 million, respectively, reported within investments.

In addition, the Company elected the fair value option for bank loans and borrowings of a consolidated CLO, recorded within investments and borrowings of consolidated VIEs, respectively. The following table summarizes the information related to these bank loans and borrowings at September 30, ~~2017~~2019 and December 31, ~~2016, respectively. The Company had contractual obligations to the consolidated funds of $24 million at both~~2018:

At September 30, ~~2017~~2019, the principal amounts outstanding of the borrowings issued by the CLOs mature in 2030.

During the three and nine months ended September 30, 2019 and December 31, ~~2016.~~2018, the net gains (losses) from the change in fair value of the bank loans and borrowings held by the consolidated CLO were not material and were recorded in net gain (loss) on consolidated VIEs on the condensed consolidated statements of income. The change in fair value of the assets and liabilities included interest income and expense, respectively.

The Company maintains a program to enter into swaps to hedge against market price and interest rate exposures with respect to certain seed investments in sponsored investment products. At September 30, ~~2017,~~2019 and December 31, 2018, the Company had outstanding total return swaps with aggregate notional values of approximately ~~$538 million.~~ $533 million and $483 million, respectively.

At both September 30, 2019 and December 31, ~~2016,~~2018, the Company had ~~outstanding total return swaps and interest rate swaps with aggregate notional values of approximately $572 million and $42 million, respectively.~~

~~Gains (losses) on the total return swaps are recorded in nonoperating income (expense) and were $~~(~~26) million and $~~(~~90) million for the three and nine months ended September 30, 2017, respectively, and $~~(~~25) million and $~~(~~33) million for the three and nine months ended September 30, 2016, respectively.~~

~~Gains (losses) on the interest rate swaps are recorded in nonoperating income (expense) and were not material for the three and nine months ended September 30, 2017 and 2016.~~

~~The Company has entered into~~ a derivative providing credit protection ~~to a counterparty~~ of approximately $17 million to a counterparty, representing the Company’s maximum risk of loss with respect to the provision of credit protection. The Company carries the derivative at fair value based on the expected discounted future cash outflows under the arrangement.

The Company executes forward foreign currency exchange contracts to mitigate the risk of certain foreign exchange movements. At September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Company had outstanding forward foreign currency exchange contracts with aggregate notional values of approximately ~~$1.3~~$2.4 billion and ~~$107 million,~~$2.2 billion, respectively.

~~Gains (losses) on~~The fair values of the ~~forward foreign currency exchange contracts are recorded in other general~~outstanding total return swaps, credit default swap and ~~administration expense and were $29 million and $58 million for the three and nine months ended September 30, 2017, respectively. Gains (losses) on the~~ forward foreign currency exchange contracts were not material ~~for~~to the ~~three and nine months ended~~condensed consolidated statement of financial condition at both September 30, ~~2016.~~2019 and December 31, 2018.

The following table presents gains (losses) recognized in the condensed consolidated statements of income on derivative instruments:

The Company consolidates certain sponsored investment funds, which may utilize derivative instruments as a part of the funds’ investment strategies. The change in fair value of such derivatives, which is recorded in nonoperating income (expense), was not material for the three and nine months ended September 30, ~~2017~~2019 and ~~2016.~~

~~The fair value of the outstanding derivatives mentioned above were not material at September 30, 2017 and December 31, 2016.~~2018.

See Note ~~12,~~ 13, Borrowings, in the ~~2016~~2018 Form 10-K for more information on the Company’s net investment hedge.

8.The following table presents components of lease cost included in general and administration expense on the condensed consolidated statement of income:

Goodwill activity during the nine months ended September 30, ~~2017~~2019 was as follows:

The carrying amounts of identifiable intangible assets are summarized as follows:

(in millions)	Indefinite-lived		Finite-lived			Total			Indefinite-lived		Finite-lived			Total
December 31, 2016	$	17,178	$	185		$	17,363
December 31, 2018									$	17,578	$	261		$	17,839
Amortization expense		—		(77	)		(77	)		—		(68	)		(68	)
Acquisitions⁽¹⁾		—		114			114			—		636			636
September 30, 2017	$	17,178	$	222		$	17,400
September 30, 2019									$	17,578	$	829		$	18,407

⁽¹⁾ The amount represents $110 million of finite-lived assets related to the First Reserve Transaction and $4 million of finite-lived assets related to the Cachematrix Transaction with a weighted average estimated life of approximately nine and 10 years, respectively.

2019 Revolving Credit Facility. The Company’s credit facility has an aggregate commitment amount of $4.0 billion and was amended in ~~April 2017~~March 2019 to extend the maturity date to ~~April 2022(the “2017~~March 2024 (the “2019 credit facility”). The ~~2017~~2019 credit facility permits the Company to request up to an additional $1.0 billion of borrowing capacity, subject to lender credit approval, increasing the overall size of the ~~2017~~2019 credit facility to an aggregate principal amount not to exceed $5.0 billion. Interest on borrowings outstanding accrues at a rate based on the applicable London Interbank Offered Rate plus a spread. The ~~2017~~2019 credit facility requires the Company not to exceed a maximum leverage ratio (ratio of net debt to earnings before interest, taxes, depreciation and amortization, where net debt equals total debt less unrestricted cash) of 3 to 1, which was satisfied with a ratio of less than 1 to 1 at September 30, ~~2017.~~2019. The ~~2017~~2019 credit facility provides back-up liquidity to fund ongoing working capital for general corporate purposes and various investment opportunities. At September 30, ~~2017,~~2019, the Company had no0 amount outstanding under the ~~2017~~ credit facility.

Commercial Paper Program. The Company can issue unsecured commercial paper notes (the “CP Notes”) on a private-placement basis up to a maximum aggregate amount outstanding at any time of $4.0 billion. The commercial paper program is currently supported by the ~~2017~~2019 credit facility. At September 30, ~~2017,~~2019, BlackRock had no0 CP Notes outstanding.

The carrying value and fair value of long-term borrowings ~~estimated~~determined using market prices and EUR/USD foreign exchange ~~rates~~rate at September 30, ~~2017~~2019 included the following:

(in millions)	Maturity Amount		Unamortized Discount and Debt Issuance Costs			Carrying Value		Fair Value		Maturity Amount		Unamortized Discount and Debt Issuance Costs			Carrying Value		Fair Value
5.00% Notes due 2019	$	1,000	$	(1	)	$	999	$	1,067	$	1,000	$	—		$	1,000	$	1,005
4.25% Notes due 2021		750		(4	)		746		802		750		(1	)		749		778
3.375% Notes due 2022		750		(4	)		746		781		750		(2	)		748		781
3.50% Notes due 2024		1,000		(6	)		994		1,044		1,000		(4	)		996		1,066
1.25% Notes due 2025		828		(6	)		822		846		763		(5	)		758		818
3.20% Notes due 2027		700		(7	)		693		708		700		(5	)		695		741
3.25% Notes due 2029											1,000		(14	)		986		1,068
Total Long-term Borrowings	$	5,028	$	(28	)	$	5,000	$	5,248	$	5,963	$	(31	)	$	5,932	$	6,257

~~Long-term borrowings at December 31, 2016 had a carrying value of $4.9 billion and a fair value of $5.2 billion determined using market prices at the end of December 2016.~~

~~2027~~2029 Notes. In ~~March 2017,~~ April 2019, the Company issued ~~$700 million~~$1.0 billion in aggregate principal amount of ~~3.20%~~3.25% senior unsecured and unsubordinated notes maturing on ~~March 15, 2027~~April 30, 2029 (the ~~“2027~~“2029 Notes”). Interest is payable semi-annually on ~~March 15~~April 30 and ~~September 15~~October 30 of each year, commencing ~~September 15, 2017,~~October 30, 2019, and is approximately ~~$22~~$33 million per year. The ~~2027~~2029 Notes may be redeemed prior to ~~maturity at any time~~January 30, 2029 in whole or in part at any time, at the option of the Company, at a “make-whole” redemption ~~price.~~price or at par thereafter. The unamortized discount and debt issuance costs are being amortized over the remaining term of the ~~2027~~2029 Notes.

~~In April 2017, the net proceeds of the 2027 Notes were used to fully repay $700 million in aggregate principal amount outstanding of 6.25% notes prior to their maturity in September 2017.~~

See Note ~~12,~~ 13, Borrowings, in the ~~2016~~2018 Form 10-K for more information regarding the Company’s borrowings.

Investment Commitments. At September 30, ~~2017,~~2019, the Company had ~~$328~~$533 million of various capital commitments to fund sponsored investment funds, including consolidated VIEs. These funds include private equity funds, real assets funds and opportunistic funds. This amount excludes additional commitments made by consolidated funds of funds to underlying third-party funds as third-party noncontrolling interest holders have the legal obligation to fund the respective commitments of such funds of funds. Generally, the timing of the funding of these commitments is unknown and the commitments are callable on demand at any time prior to the expiration of the commitment. These unfunded commitments are not recorded on the condensed consolidated statements of financial condition. These commitments do not include potential future commitments approved by the Company that are not yet legally binding. The Company intends to make additional capital commitments from time to time to fund additional investment products for, and with, its clients.

Lease Commitment.As of September 30, 2019, there were no material changes to the lease commitments as reported in the 2018 Form 10-K. At December 31, 2018, future minimum commitments under the operating leases were as follows:

In May 2017, the Company entered into an agreement with 50 HYMC Owner LLC, for the lease of approximately 847,000 square feet of office space located at 50 Hudson Yards, New York, New York. The term of the lease is twenty years from the date that rental payments begin, expected to occur in May 2023, with the option to renew for a specified term.

~~Future minimum commitments of~~ The lease requires annual base rental payments ~~under this operating~~of approximately $51 million per year during the first five years of the lease ~~are as follows:~~term, increasing every five years to $58 million, $66 million and $74 million per year (or approximately $1.2 billion in base rent over its twenty-year term).

Contingent Payments Related to Business Acquisitions. In connection with certain acquisitions, BlackRock is required to make contingent payments, subject to achieving specified performance targets, which may include revenue related to acquired contracts or new capital commitments for certain products. The fair value of the remaining aggregate contingent payments at September 30, ~~2017~~2019 totaled ~~$228~~$167 million ~~including $125 million related to the First Reserve Transaction,~~ and is included in other liabilities on the condensed consolidated statements of financial condition.

Other Contingent Payments.The Company acts as the portfolio manager in a ~~series of~~ derivative ~~transactions~~transaction and has a maximum potential exposure of $17 million between the Company and counterparty. See Note 7, 9, Derivatives and Hedging, for further discussion.

Legal Proceedings.From time to time, BlackRock receives subpoenas or other requests for information from various ~~U.S.~~US federal and state governmental and ~~domestic~~regulatory authorities and international governmental and regulatory authorities in connection with ~~certain~~ industry-wide or other investigations or proceedings. It is BlackRock’s policy to cooperate fully with such ~~inquiries.~~matters. The Company, ~~and~~ certain of its subsidiaries and employees have been named as defendants in various legal actions, including arbitrations and other litigation arising in connection with BlackRock’s activities. Additionally, ~~BlackRock advised~~BlackRock-advised investment portfolios may be subject to lawsuits, any of which potentially could harm the investment returns of the applicable portfolio or result in the Company being liable to the portfolios for any resulting damages.

BlackRock International Limited under the caption In re BlackRock Mutual Funds Advisory Fee Litigation. ~~The Consolidated Complaint,~~In the lawsuit, which purports to be brought derivatively on behalf of the Funds, ~~alleges~~the plaintiffs allege that the defendants violated Section 36(b) of the Investment Company Act by receiving allegedly excessive investment advisory fees from the Funds. On ~~February 24, 2015,~~June 13, 2018, the ~~same plaintiffs filed another complaint~~court granted in part and denied in part the same court against BlackRock Investment Management, LLC and BlackRock Advisors, LLC. The allegations and legal claims in both complaints are substantially similar, with the new complaint purporting to challenge fees received by defendants afterdefendants’ motion for summary judgment. On July 25, 2018, the plaintiffs ~~filed~~served a pleading that supplemented the time period of their ~~prior complaint. Both complaints seek,~~alleged damages to run through the date of trial. The lawsuit seeks, among other things, to recover on behalf of the Funds all allegedly excessive advisory fees received by the defendants ~~in the~~beginning twelve ~~month period~~months preceding the start of the lawsuit with respect to each ~~lawsuit,~~Fund and ending on the date of judgment, along with purported lost investment returns on those amounts, plus interest. The trial on the remaining issues was completed on August 29, 2018. On February 8, 2019, the court issued an order dismissing the claims in their entirety. The plaintiffs filed a notice of appeal on March 8, 2019, which remains pending. The defendants believe the claims in ~~both lawsuits~~this lawsuit are without ~~merit and intend to vigorously defend the actions. On September 25, 2017, the defendants filed a motion for summary judgment to dismiss the lawsuit.~~

16, 2015 collapse of a balcony at the Library Gardens apartment complex in Berkeley, California (the “Property”). The Property is indirectly owned by the Granite Fund, which is managed by BRA. The plaintiffs also named as defendants in the lawsuits Greystar, which manages the Property, and certain other non-BlackRock related entities, including the developer of the Property, building contractors and building materials suppliers. The plaintiffs allege, among other things, that the BlackRock Parties were negligent in their ownership, control and maintenance of the Property’s balcony, and seek monetary, including punitive, damages. Additionally, on March 16, 2016, three former tenants of the Library Gardens apartment unit that experienced the balcony collapse sued the BlackRock Parties. The former tenants, who witnessed (but were not physically injured in) the accident make allegations virtually identical to those in the other previously filed actions and claim that, as a result of the collapse, they suffered unspecified emotional damage. Several defendants also filed cross-complaints alleging a variety of claims, including claims against the BlackRock Parties for contribution, negligence, and declaratory relief. BlackRock, Inc. believes the claims against it are without merit and intends to vigorously defend the actions. A trial on all claims is scheduled to begin on February 5, 2018. merit.

On June 16, 2016, iShares Trust, BlackRock, Inc. and certain of its advisory ~~affiliates,~~subsidiaries, and the directors and certain officers of the iSharesETFs were named as defendants in a purported class action lawsuit filed in California state court. The lawsuit was filed by investors in certain iShares ETFs (the "ETFs"), and alleges the defendants violated the federal securities laws ~~purportedly~~ by failing to adequately disclose in prospectuses issued by the ETFs the risks to the ETFs’ shareholders in the event of a "flash crash." ~~Plaintiffs~~The plaintiffs seek unspecified monetary and rescission damages. The ~~Plaintiffs’~~plaintiffs’ complaint was dismissed in December 2016 and on January 6, 2017, the plaintiffs filed an amended complaint. ~~The defendants filed a~~On April 27, 2017, the court partially granted the defendants’ motion for judgment on the pleadings, dismissing ~~that complaint.~~certain of the plaintiffs’ claims. On September 18, 2017, the court ~~dismissed~~issued a decision dismissing the ~~lawsuit.~~remainder of the lawsuit after a one-day bench trial. On December 1, 2017, the plaintiffs appealed the dismissal of their lawsuit, which remains pending. The defendants believe the claims in this lawsuit are without merit.

On April 5, 2017, BlackRock, Inc., BlackRock Institutional Trust Company, N.A. (“BTC”), the BlackRock, Inc. Retirement Committee and various sub-committees, and a BlackRock employee were named as defendants in a purported class action lawsuit brought in the ~~U.S.~~US District Court for the Northern District of California by a former employee on behalf of all participants and beneficiaries in the BlackRock employee 401(k) Plan (the “Plan”) ~~participants and beneficiaries in the Plan~~ from April 5, 2011 to the present. The lawsuit generally alleges that the defendants breached their duties towards Plan participants in violation of the Employee Retirement Income Security Act of 1974 by, among other things, offering investment options that were overly expensive, underperformed unaffiliated peer funds, focused disproportionately on active versus passive strategies, and were unduly concentrated ~~with~~in investment options managed by BlackRock. ~~While the complaint does not contain any specific amount in alleged damages, it claims that the purported underperformance and hidden fees cost Plan participants more than $60 million.~~ On October ~~10,~~18, 2017, the plaintiffs filed an Amended Complaint, which, among other things, ~~adds~~added as defendants certain current and former members of the BlackRock Retirement and Investment Committees. The Amended Complaint also ~~includes~~included a new purported class claim on behalf of investors in certain Collective Trust Funds (“CTFs”) managed by BTC. Specifically, the plaintiffs allege that BTC, ~~exercised~~as fiduciary ~~authority over its compensation for~~to the CTFs, engaged in self-dealing by, most significantly, selecting itself as the securities lending ~~services~~agent on terms that the plaintiffs claim were excessive. The Amended Complaint also alleged that BlackRock took undue risks in its management of securities lending cash reinvestment vehicles during the financial crisis. On August 23, 2018, the court granted permission to the ~~CTFs.~~plaintiffs to file a Second Amended Complaint (“SAC”) which added as defendants the BlackRock, Inc. Management Development and Compensation Committee, the Plan’s independent investment consultant and the Plan’s Administrative Committee and its members. On October 22, 2018, BlackRock filed a motion to dismiss the SAC, and on June 3, 2019, the plaintiffs filed a motion seeking to certify both the Plan and the CTF classes. On September 3, 2019, the court granted BlackRock’s motion to dismiss part of the plaintiffs’ claim seeking to recover alleged losses in the securities lending vehicles, but denied the motion to dismiss in all other respects. Plaintiffs’ motion to certify the Plan and CTF classes remains pending. The defendants believe the claims in this lawsuit are without ~~merit and intend to vigorously defend the action.~~

Management, after consultation with legal counsel, currently does not anticipate that the aggregate liability arising out of regulatory matters or lawsuits will have a material effect on BlackRock’s results of operations, financial position, or cash flows. However, there is no assurance as to whether any such pending or threatened matters will have a material effect on BlackRock’s results of operations, financial position or cash flows in any future reporting period. Due to uncertainties surrounding the outcome of these matters, management cannot reasonably estimate the possible loss or range of loss that may arise from these matters.

Indemnifications. In the ordinary course of business or in connection with certain acquisition agreements, BlackRock enters into contracts pursuant to which it may agree to indemnify third parties in certain circumstances. The terms of these indemnities vary from contract to contract and the amount of indemnification liability, if any, cannot be determined or the likelihood of any liability is considered remote. Consequently, no liability has been recorded on the condensed consolidated statements of financial condition.

In connection with securities lending transactions, BlackRock has issued certain indemnifications to certain securities lending clients against potential loss resulting from a borrower’s failure to fulfill its obligations under the securities lending agreement should the value of the collateral pledged by the borrower at the time of default be insufficient to cover the borrower’s obligation under the securities lending agreement. At September 30, ~~2017,~~2019, the Company indemnified certain of its clients for their securities lending loan balances of approximately ~~$197.6~~$211 billion. The Company held, as agent, cash and securities totaling ~~$210.6~~$225 billion as collateral for indemnified securities on loan at September 30, ~~2017.~~2019. The fair value of these indemnifications was not material at September 30, ~~2017.~~2019.

The table below presents detail of revenue for the three and nine months ended September 30, 2019 and 2018. See Note 2, Significant Accounting Policies, in the 2018 Form 10-K for more information on the Company’s revenue recognition.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in millions)	2019		2018		2019		2018
Investment advisory, administration fees and securities lending revenue:
Equity:
Active	$	391	$	405	$	1,151	$	1,269
iShares ETFs		872		885		2,589		2,722
Non-ETF Index		168		169		495		532
Equity subtotal		1,431		1,459		4,235		4,523
Fixed income:
Active		496		460		1,427		1,374
iShares ETFs		251		205		705		620
Non-ETF Index		98		98		293		292
Fixed income subtotal		845		763		2,425		2,286
Multi-asset		288		298		852		889
Alternatives:
Illiquid alternatives		122		89		350		249
Liquid alternatives		105		96		301		290
Currency and commodities⁽¹⁾		30		24		78		75
Alternatives subtotal		257		209		729		614
Long-term		2,821		2,729		8,241		8,312
Cash management		159		154		447		462
Total base fees		2,980		2,883		8,688		8,774
Investment advisory performance fees:
Equity		1		7		5		68
Fixed income		—		—		2		2
Multi-asset		1		1		7		15
Alternatives:
Illiquid alternatives		5		20		40		22
Liquid alternatives		114		123		157		205
Alternatives subtotal		119		143		197		227
Total performance fees		121		151		211		312
Technology services revenue		259		200		700		582
Distribution fees:
Retrocessions		166		168		491		541
12b-1 fees (US mutual fund distribution fees)		90		102		267		313
Other		14		9		41		30
Total distribution fees		270		279		799		884
Advisory and other revenue:
Advisory		21		26		62		80
Other		41		37		102		132
Total advisory and other revenue		62		63		164		212
Total revenue	$	3,692	$	3,576	$	10,562	$	10,764

The tables below present the investment advisory, administration fees and securities lending revenue by client type and investment style, respectively:

Investment advisory and administration fees – remaining performance obligation

The tables below present estimated investment advisory and administration fees expected to be recognized in the future related to the unsatisfied portion of the performance obligations at September 30, 2019 and 2018:

The table below presents changes in the deferred carried interest liability (including the portion related to consolidated VIEs), which is included in other liabilities/other liabilities of consolidated VIEs on the condensed consolidated statements of financial condition, for the three and nine months ended September 30, 2019 and 2018:

The tables below present estimated technology services revenue expected to be recognized in the future related to the unsatisfied portion of the performance obligations at September 30, 2019 and 2018:

In addition to amounts disclosed in the tables above, certain technology services contracts require fixed minimum fees, which are billed on a monthly or quarterly basis in arrears. The Company recognizes such revenue as services are performed. As of September 30, 2019 and 2018, the estimated fixed minimum fees for currently outstanding contracts approximated $156 million and $133 million for the remainder of each respective year. The term for these contracts, which are either in their initial or renewal period, ranges from one to five years.

The table below presents changes in the technology services deferred revenue liability, which is included in other liabilities on the condensed consolidated statements of financial condition, for the three and nine months ended September 30, 2019 and 2018:

Restricted stock and restricted stock units (“RSUs”) activity for the nine months ended September 30, ~~2017~~2019 is summarized below.

Outstanding at	Restricted Stock and RSUs			Weighted- Average Grant Date Fair Value		Restricted Stock and RSUs			Weighted- Average Grant Date Fair Value
December 31, 2016		2,987,588		$	318.04
December 31, 2018							2,139,890		$	429.19
Granted		1,061,915		$	377.36		1,205,230		$	414.40
Converted		(1,363,701	)	$	320.27		(1,001,009	)	$	377.41
Forfeited		(39,164	)	$	338.57		(60,961	)	$	426.45
September 30, 2017⁽¹⁾		2,646,638		$	340.39
September 30, 2019⁽¹⁾							2,283,150		$	444.15

In January ~~2017,~~2019, the Company granted ~~699,991~~674,206 RSUs or shares of restricted stock to employees as part of ~~2016~~2018 annual incentive compensation that vest ratably over three years from the date of grant and ~~277,313~~377,291 RSUs or shares of restricted stock to employees that cliff vest 100% on January 31, ~~2020.~~2022. The Company values restricted stock and RSUs at their grant-date fair value as measured by BlackRock’s common stock price. The total fair market value of RSUs/restricted stock granted to employees during the nine months ended September 30, ~~2017~~2019 was ~~$401~~$499 million.

At September 30, ~~2017,~~2019, the intrinsic value of outstanding RSUs was ~~$1.2~~$1.0 billion, reflecting a closing stock price of ~~$447.09.~~$445.64.

At September 30, ~~2017,~~2019, total unrecognized stock-based compensation expense related to unvested RSUs was ~~$351~~$432 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of ~~1.1~~1.3 years.

Performance-based RSU activity for the nine months ended September 30, ~~2017~~2019 is summarized below.

Outstanding at	Performance- Based RSUs			Weighted- Average Grant Date Fair Value		Performance- Based RSUs			Weighted- Average Grant Date Fair Value
December 31, 2016		610,371		$	315.65
December 31, 2018							845,285		$	386.13
Granted		294,584		$	375.27		283,014		$	410.32
Additional shares granted due to attainment of performance measures							2,117		$	296.57
Converted							(360,927	)	$	296.57
Forfeited		(1,430	)	$	296.12		(11,024	)	$	456.66
September 30, 2017		903,525		$	335.12
September 30, 2019							758,465		$	436.50

In January ~~2017,~~2019, the Company granted ~~293,385~~283,014 performance-based RSUs to certain employees that cliff vest 100% on January 31, ~~2020.~~2022. These awards are amortized over a service period of three years. The number of shares distributed at vesting could be higher or lower than the original grant based on the level of attainment of predetermined Company performance measures. In January 2019, the Company granted 2,117 additional RSUs to certain employees based on the attainment of Company performance measures during the performance period.

The Company initially values performance-based RSUs at their grant-date fair value as measured by BlackRock’s common stock price. The total grant-date fair market value of performance-based RSUs granted to employees during the nine months ended September 30, ~~2017~~2019 was ~~$111~~$117 million.

At September 30, ~~2017,~~2019, the intrinsic value of outstanding performance-based RSUs was ~~$404~~$338 million, reflecting a closing stock price of ~~$447.09.~~$445.64.

At September 30, ~~2017,~~2019, total unrecognized stock-based compensation expense related to unvested performance-based awards was ~~$137~~$131 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of 1.4 years.

~~Market performance-based RSUs activity for the nine months ended September 30, 2017 is summarized below.~~

⁽¹⁾ The market performance-based RSUs require that separate 15%, 25% and 35% share price appreciation targets be achieved during the six-year term of the awards. The awards are split into three tranches and each tranche may vest if the specified target increase in share price is met. At September 30, 2017, approximately 0.3 million awards are expected to vest.

See Note ~~14,~~ 16, Stock-Based Compensation, in the ~~2016~~2018 Form 10-K for more information on ~~market~~ performance-based RSUs.

~~At September 30, 2017, the intrinsic value of outstanding market performance-based RSUs was $128 million reflecting a closing stock price of $447.09.~~

At September 30, 2017, total unrecognized stock-based compensation expense related to unvested market performance-based awards was $4 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of less than one year.

Long-Term Incentive Plans Funded by PNC. Under a share surrender agreement, PNC committed to provide up to 4 million shares of BlackRock stock, held by PNC, to fund certain BlackRock long-term incentive plans, ~~(“LTIP”),~~ including performance-based and market performance-based RSUs. The ~~current~~ share surrender agreement commits PNC to provide BlackRock Series C nonvoting participating preferred stock to fund the remaining committed shares. ~~As of~~On January 31, 2019, PNC surrendered its remaining 143,458 shares to BlackRock and has completed its share delivery obligation in connection with the agreement.

Stock option activity for the nine months ended September 30, ~~2017, 3.8 million shares had been surrendered by PNC.~~2019 is summarized below.

At September 30, ~~2017,~~2019, total unrecognized stock-based compensation expense related to unvested performance-based stock options was $140 million. The unrecognized compensation cost is expected to be recognized over the remaining ~~shares committed by PNC~~weighted-average period of ~~0.2 million were available to fund certain future long-term incentive awards.~~4.2 years.

See Note 16, Stock-Based Compensation, in the 2018 Form 10-K for more information on performance-based stock options.

The Company is required to maintain net capital in certain regulated subsidiaries within a number of jurisdictions, which is partially maintained by retaining cash and cash equivalent investments in those subsidiaries or jurisdictions. As a result, such subsidiaries of the Company may be restricted in their ability to transfer cash between different jurisdictions and to their parents. Additionally, transfers of cash between international jurisdictions ~~including repatriation to the United States,~~ may have adverse tax consequences that could discourage such transfers.

At September 30, ~~2017,~~2019, the Company was required to maintain approximately ~~$1.7~~$1.8 billion in net capital in certain regulated subsidiaries, including BlackRock Institutional Trust Company, N.A. (a wholly owned subsidiary of the Company that is chartered as a national bank whose powers are limited to trust and other fiduciary activities and which is subject to regulatory capital requirements administered by the Office of the Comptroller of the Currency), entities regulated by the Financial Conduct Authority and Prudential Regulation Authority in the United Kingdom, and the Company’s broker-dealers. The Company was in compliance with all applicable regulatory net capital requirements.

The following ~~tables present~~table presents changes in accumulated other comprehensive income (loss) ~~by component~~ for the three and nine months ended September 30, ~~2017~~2019 and ~~2016:~~2018:

⁽²⁾ ~~Other includes amounts related to benefit plans and available-for-sale investments.~~

⁽¹⁾Amount for the three and nine months ended September 30, 2016 includes a loss from a net investment hedge of $5 million (net of a tax benefit of $4 million) and $16 million (net of a tax benefit of $10 million), respectively.

⁽²⁾ ~~Other includes amounts related to benefit plans and available-for-sale investments.~~

Nonvoting Participating Preferred Stock. The Company’s preferred shares authorized, issued and outstanding consisted of the following:

	September 30,		December 31,		September 30,		December 31,
	2017		2016		2019		2018
Series A
Shares authorized, $0.01 par value		20,000,000		20,000,000		20,000,000		20,000,000
Shares issued and outstanding		—		—		—		—
Series B
Shares authorized, $0.01 par value		150,000,000		150,000,000		150,000,000		150,000,000
Shares issued and outstanding⁽¹⁾		823,188		823,188		823,188		823,188
Series C
Shares authorized, $0.01 par value		6,000,000		6,000,000		6,000,000		6,000,000
Shares issued and outstanding⁽¹⁾		246,522		763,660		—		143,458
Series D
Shares authorized, $0.01 par value		20,000,000		20,000,000		20,000,000		20,000,000
Shares issued and outstanding		—		—		—		—

Share Repurchases. ~~The~~During the nine months ended September 30, 2019, the Company repurchased ~~2.1~~4.0 million common shares ~~in open market transactions~~ under the share repurchase program for approximately ~~$825 million during the nine months ended September 30, 2017.~~$1.7 billion, including a $1.3 billion private transaction that closed on March 25, 2019. At September 30, ~~2017,~~2019, there were ~~6.9~~5.9 million shares still authorized to be repurchased.

PNC Capital Contribution. ~~During the three months ended March~~On January 31, ~~2017,~~2019, PNC surrendered to BlackRock ~~517,138 shares~~its remaining 143,458 of BlackRock Series C Preferred ~~to fund certain LTIP awards.~~shares and has completed its share delivery obligation in connection with its share surrender agreement.

A restructuring charge of ~~$76~~$60 million ($5347 million after-tax), comprised of ~~$44~~$53 million of severance and ~~$32~~$7 million of expense related to the accelerated amortization of previously granted ~~deferred cash and~~ equity compensation awards, was recorded in the fourth quarter of 2018 in connection with an initiative to modify the size and shape of the workforce.

The table below presents a rollforward of the Company’s restructuring liability, which is included in other liabilities on the condensed consolidated statements of financial condition, for the nine months ended September 30, 2019:

The nine months ended September 30, 2019 income tax expense included $22 million of discrete tax benefits related to stock-based compensation awards that vested in the first quarter of ~~2016 in connection with a project to streamline and simplify the organization. There was no restructuring liability outstanding at~~2019.

The three months ended September 30, ~~2017.~~2018 income tax expense included $90 million of discrete tax benefits, primarily related to changes in the Company’s organizational entity structure. The nine months ended September 30, 2018 income tax expense also included $58 million of discrete tax benefits related to stock-based compensation awards that vested in the first quarter of 2018.

Due to the similarities in terms between BlackRock nonvoting participating preferred stock and the Company’s common stock, the Company considers its participating preferred stock to be a common stock equivalent for purposes of earnings per share (“EPS”) calculations. As such, the Company has included the outstanding nonvoting participating preferred stock in the calculation of average basic and diluted shares outstanding.

The following table sets forth the computation of basic and diluted EPS for the three and nine months ended September 30, ~~2017~~2019 and ~~2016~~2018 under the treasury stock method:

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
(in millions, except shares and per share data)	2017		2016		2017		2016		2019		2018		2019		2018
Net income attributable to BlackRock	$	947	$	875	$	2,666	$	2,321	$	1,119	$	1,216	$	3,175	$	3,378
Basic weighted-average shares outstanding		161,872,716		164,129,214		162,459,737		164,756,355		155,280,877		160,141,506		156,290,212		160,786,768
Dilutive effect of nonparticipating RSUs and stock options		1,900,830		2,127,384		1,829,305		2,004,557		1,166,510		1,236,711		1,095,744		1,354,111
Total diluted weighted-average shares outstanding		163,773,546		166,256,598		164,289,042		166,760,912		156,447,387		161,378,217		157,385,956		162,140,879
Basic earnings per share	$	5.85	$	5.33	$	16.41	$	14.09	$	7.21	$	7.59	$	20.31	$	21.01
Diluted earnings per share	$	5.78	$	5.26	$	16.23	$	13.92	$	7.15	$	7.54	$	20.17	$	20.83

The Company’s management directs BlackRock’s operations as ~~one~~1 business, the asset management business. The Company utilizes a consolidated approach to assess performance and allocate resources. As such, the Company operates in one business ~~segment as defined in ASC 280-10.~~segment.

The following table illustrates investment advisory, administration fees, securities lending revenue and performance fees by product type, technology and risk management revenue, distribution fees, and advisory and other revenue for the three and nine months ended September 30, 2017 and 2016.

The following table illustrates total revenue for the three and nine months ended September 30, ~~2017~~2019 and ~~2016~~2018 by geographic region. These amounts are aggregated on a legal entity basis and do not necessarily reflect where the customer resides or affiliated services are provided.

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
(in millions)	September 30,				September 30,				September 30,				September 30,
Revenue	2017		2016		2017		2016		2019		2018		2019		2018
Americas	$	2,126	$	1,934	$	6,077	$	5,580	$	2,445	$	2,328	$	7,051	$	6,989
Europe		946		773		2,496		2,287		1,080		1,083		3,018		3,258
Asia-Pacific		161		130		449		398		167		165		493		517
Total revenue	$	3,233	$	2,837	$	9,022	$	8,265	$	3,692	$	3,576	$	10,562	$	10,764

See Note 15, Revenue, for further information on the Company’s sources of revenue.

The following table illustrates long-lived assets that consist of goodwill and property and equipment at September 30, ~~2017~~2019 and December 31, ~~2016~~2018 by geographic region. These amounts are aggregated on a legal entity basis and do not necessarily reflect where the asset is physically located.

(in millions)	September 30,		December 31,		September 30,		December 31,
Long-lived Assets	2017		2016		2019		2018
Americas	$	13,546	$	13,424	$	13,797	$	13,780
Europe		166		163		1,337		303
Asia-Pacific		85		90		87		86
Total long-lived assets	$	13,797	$	13,677	$	15,221	$	14,169

Americas is primarily is comprised of the United States, Latin America and Canada, while Europe is primarily is comprised of the United Kingdom, the Netherlands and Luxembourg. Asia-Pacific is primarily is comprised of Hong Kong, Australia, Japan and Singapore.

In June 2017, the Company announced that it entered into an agreement for a minority investment in Scalable Capital, a digital investment manager in Europe. The transaction is expected to be completed in the fourth quarter of 2017, subject to customary regulatory approvals and closing conditions. This transaction is not expected to be material to the Company’s condensed consolidated statements of financial condition or results of operations.

The Company conducted a review for ~~additional~~ subsequent events and determined that no subsequent events had occurred that would require accrual or additional disclosures.

~~Ite~~mItem 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This report, and other statements that BlackRock may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to BlackRock’s future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” and similar expressions.

BlackRock cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and BlackRock assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

BlackRock has previously disclosed risk factors in its Securities and Exchange Commission (“SEC”) reports. These risk factors and those identified elsewhere in this report, among others, could cause actual results to differ materially from forward-looking statements or historical performance and include: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets, which could result in changes in demand for products or services or in the value of assets under management (“AUM”); (3) the relative and absolute investment performance of BlackRock’s investment products; (4) the impact of increased competition; (5) the impact of future acquisitions or divestitures; (6) the unfavorable resolution of legal proceedings; (7) the extent and timing of any share repurchases; (8) the impact, extent and timing of technological changes and the adequacy of intellectual property, information and cyber security protection; (9) the potential for human error in connection with BlackRock’s operational systems; (10) the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to BlackRock or The PNC Financial Services Group, Inc. (“PNC”); (11) changes in law and policy and uncertainty pending any such changes; (12) terrorist activities, international hostilities and natural disasters, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or BlackRock; (13) the ability to attract and retain highly talented professionals; (14) fluctuations in the carrying value of BlackRock’s economic investments; (15) the impact of changes to tax legislation, including income, payroll and transaction taxes, and taxation on products or transactions, which could affect the value proposition to clients and, generally, the tax position of the Company; (16) BlackRock’s success in negotiating distribution arrangements and maintaining distribution channels for its products; (17) the failure by a key vendor of BlackRock to fulfill its obligations to the Company; (18) any disruption to the operations of third parties whose functions are integral to BlackRock’s exchange-traded funds (“ETF”) platform; (19) the impact of BlackRock electing to provide support to its products from time to time and any potential liabilities related to securities lending or other indemnification obligations; and (20) the impact of problems at other financial institutions or the failure or negative performance of products at other financial institutions.

BlackRock, Inc. (together, with its subsidiaries, unless the context otherwise indicates, “BlackRock” or the “Company”) is a leading publicly traded investment management firm with ~~$5.977~~$6.96 trillion of AUM at September 30, ~~2017.~~2019. With approximately ~~13,700~~16,100 employees in more than 30 countries, BlackRock provides a broad range of investment and ~~risk management~~technology services to institutional and retail clients worldwide.

BlackRock’s diverse platform of alpha-seeking active, ~~(alpha)~~index and ~~index (beta)~~cash management investment strategies across asset classes enables the Company to tailor investment outcomes and asset allocation solutions for clients. Product offerings include single- and multi-asset ~~class~~ portfolios investing in equities, fixed income, alternatives and money market instruments. Products are offered directly and through intermediaries in a variety of vehicles, including open-end and closed-end mutual funds, iShares^® ETFs, separate accounts, collective investment ~~funds~~trusts and other pooled investment vehicles. BlackRock also offers technology services, including the investment and risk management technology platform, Aladdin^®, ~~risk analytics,~~Aladdin Wealth, eFront, Cachematrix and FutureAdvisor, as well as advisory ~~and technology~~ services and solutions to a broad base of institutional and wealth management ~~investors.~~clients.

BlackRock serves a diverse mix of institutional and retail clients across the globe. Clients include tax-exempt institutions, such as defined benefit and defined contribution pension plans, charities, foundations and endowments; official institutions, such as central banks, sovereign wealth funds, supranationals and other government entities; taxable institutions, including insurance companies, financial institutions, corporations and third-party fund sponsors, and retail investors.

BlackRock maintains a significant global sales and marketing presence that is focused on establishing and maintaining retail and institutional investment management and technology service relationships by marketing its services to investors directly and through third-party distribution relationships, including financial professionals and pension ~~consultants, and establishing third-party distribution relationships.~~consultants.

At September 30, ~~2017,~~2019, PNC held ~~21.4%~~22.0% of the Company’s voting common stock and ~~21.9%~~22.4% of the Company’s capital stock, which includes outstanding common and nonvoting preferred stock.

Certain items previously reported have been reclassified to conform to the current period ~~presentation. For more information on the current period’s reclassification, see “Discussion of Financial Results – Revenue” herein.~~

In June 2017, the Company completed the acquisition of the equity infrastructure franchise of First Reserve (“First Reserve Transaction”), expanding the Company’s energy and power infrastructure platform. Total consideration for the transaction was approximately $193 million, including $120 million of contingent consideration at fair value at time of close.

In July 2017, the Company completed the acquisition of Cachematrix (“Cachematrix Transaction”), a leading provider of financial technology which simplifies the cash management process for banks and their corporate clients in a streamlined, open-architecture platform. Total consideration for the transaction was approximately $38 million.

Following the June 2016 vote to exit the European Union (“EU”), the United Kingdom (“UK”) served notice under Article 50 of the Treaty on European Union on March 29, 2017 to initiate the process of exiting from the EU, commonly referred to as "Brexit". At the Emergency EU Summit held on April 10, 2019, an agreement was reached to extend the deadline by which the UK is required to exit the EU to October 31, 2019. The ~~outcome~~deadline was further extended to January 31, 2020 at the European Council on October 29, 2019.

Substantial uncertainty remains surrounding the terms upon which the UK will ultimately exit the EU. The impact of ~~the negotiations~~Brexit will depend in part on any arrangements that are put in place between the ~~United Kingdom~~UK and the EU and, to the extent they are, whether the UK continues to apply laws that are based on EU legislation. As a result, the UK’s relationship with the EU remains unclear and the passage of time without a resolution in place has become a source of economic, political and regulatory instability.

BlackRock is implementing a number of steps to prepare for various outcomes, including effecting organizational, governance and operational changes, applying for and receiving licenses and permissions in the EU, and engaging in client communications. These steps, many of which have been time-consuming and costly, are expected to add complexity to BlackRock’s European operations. In addition, depending on the terms of the future relationship between the UK and the EU, BlackRock may experience organizational and operational challenges and incur additional costs in connection with ~~Brexit is highly uncertain and information regarding~~its European operations post-Brexit, which may impede the ~~long-term consequences is expected to become clearer over time as negotiations progress. The Company continues to prepare for a range of potential outcomes in connection with Brexit.~~Company’s growth or impact its financial performance.

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
(in millions, except shares and per share data)	2017			2016			2017			2016			2019			2018			2019			2018
GAAP basis:
Total revenue	$	3,233		$	2,837		$	9,022		$	8,265		$	3,692		$	3,576		$	10,562		$	10,764
Total expense		1,839			1,628			5,239			4,920			2,190			2,180			6,549			6,553
Operating income		1,394			1,209			3,783			3,345		$	1,502		$	1,396		$	4,013		$	4,211
Operating margin		43.1	%		42.6	%		41.9	%		40.5	%		40.7	%		39.0	%		38.0	%		39.1	%
Nonoperating income (expense), less net income (loss) attributable to noncontrolling interests		(2	)		(1	)		(27	)		(70	)		(42	)		46			123			(4	)
Income tax expense		(445	)		(333	)		(1,090	)		(954	)		(341	)		(226	)		(961	)		(829	)
Net income attributable to BlackRock	$	947		$	875		$	2,666		$	2,321		$	1,119		$	1,216		$	3,175		$	3,378
Diluted earnings per common share	$	5.78		$	5.26		$	16.23		$	13.92		$	7.15		$	7.54		$	20.17		$	20.83
Effective tax rate		32.0	%		27.6	%		29.0	%		29.1	%		23.3	%		15.7	%		23.2	%		19.7	%
As adjusted⁽¹⁾:
Operating income	$	1,398		$	1,216		$	3,795		$	3,442		$	1,502		$	1,400		$	4,013		$	4,221
Operating margin		45.0	%		44.8	%		43.9	%		43.5	%		46.0	%		44.2	%		43.7	%		44.5	%
Nonoperating income (expense), less net income (loss) attributable to noncontrolling interests		(2	)		(1	)		(27	)		(70	)	$	(42	)	$	46		$	123		$	(4	)
Net income attributable to BlackRock	$	969		$	854		$	2,694		$	2,362		$	1,119		$	1,214		$	3,175		$	3,386
Diluted earnings per common share	$	5.92		$	5.14		$	16.40		$	14.16		$	7.15		$	7.52		$	20.17		$	20.88
Effective tax rate		30.6	%		29.7	%		28.5	%		30.0	%		23.3	%		16.0	%		23.2	%		19.7	%
Other:
Assets under management (end of period)	$	5,976,892		$	5,117,421		$	5,976,892		$	5,117,421		$	6,963,932		$	6,444,100		$	6,963,932		$	6,444,100
Diluted weighted-average common shares outstanding⁽²⁾		163,773,546			166,256,598			164,289,042			166,760,912			156,447,387			161,378,217			157,385,956			162,140,879
Common and preferred shares outstanding (end of period)		161,597,770			163,858,070			161,597,770			163,858,070			155,173,103			159,804,364			155,173,103			159,804,364
Book value per share⁽³⁾	$	185.91		$	176.40		$	185.91		$	176.40		$	208.84		$	202.84		$	208.84		$	202.84
Cash dividends declared and paid per share	$	2.50		$	2.29		$	7.50		$	6.87		$	3.30		$	3.13		$	9.90		$	8.89

THREE MONTHS ENDED SEPTEMBER 30, ~~2017~~2019 COMPARED WITH THREE MONTHS ENDED SEPTEMBER 30, ~~2016~~2018

GAAP.Operating income of ~~$1,394~~$1,502 million increased ~~$185~~$106 million and operating margin of ~~43.1%~~40.7% increased 50170 bps from the third quarter of ~~2016.~~2018. Operating income and operating margin ~~growth~~ reflected higher ~~year-over-year~~ base ~~fees, performance~~ fees and technology ~~and risk management~~services revenue, partially offset by ~~higher compensation~~lower performance fees and ~~benefits~~lower transaction-related expense ~~higher direct fund expense, and higher general and administration expense.~~ in the current quarter. Nonoperating income (expense) less net income (loss) attributable to noncontrolling interests (“NCI”) decreased $88 million from the third quarter of 2018, primarily driven by the revaluation of certain minority investments. Nonoperating results for the three months ended September 30, 2018 included a $40 million pre-tax gain related to the sale of the Company’s minority interest in DSP BlackRock Investment Managers Pvt. Ltd. to The DSP Group (“DSP Transaction”).

Third quarter ~~2017~~2018 income tax expense included ~~net noncash expense~~$90 million of ~~$19 million related to the revaluation of certain deferred income~~discrete tax ~~liabilities as a result of domestic state and local changes. Third quarter 2016 income tax expense included a $26 million net noncash tax benefit,~~benefits, primarily related to ~~the revaluation of certain deferred income tax liabilities as a result of legislation enacted~~changes in the United Kingdom, and domestic state and local income tax changes. Third quarter 2016 income tax expense also included nonrecurring tax benefits of $16 million primarily due to the resolution of certain outstanding tax matters.Company’s organizational entity structure. See Income Tax Expense within Discussion of Financial Results for more ~~information.~~information.

Earnings per diluted common share ~~increased $0.52,~~decreased $0.39, or ~~10%~~5%, from the third quarter of ~~2016, driven primarily~~2018, reflecting lower nonoperating income and a higher effective tax rate in the current quarter, partially offset by higher operating income and ~~the benefit of~~a lower diluted share ~~repurchases, partially offset by higher income tax expense.~~count.

As ~~Adjusted~~.Adjusted. Operating income of ~~$1,398~~$1,502 million increased ~~$182~~$102 million ~~from the third quarter of 2016,~~ and operating margin of ~~45.0%~~46.0% increased 20180 bps from the third quarter of ~~2016. Income tax expense for the third quarter of 2017 and 2016 excluded the $19 million net noncash expense and $26 million net noncash benefit, respectively, described above.~~2018. Earnings per diluted common share ~~increased $0.78,~~decreased $0.37, or ~~15%~~5%, from the third quarter of ~~2016.~~2018.

NINE MONTHS ENDED SEPTEMBER 30, ~~2017~~2019 COMPARED WITH NINE MONTHS ENDED SEPTEMBER 30, ~~2016~~2018

GAAP.Operating income of ~~$3,783~~$4,013 million ~~increased $438~~decreased $198 million and operating margin of ~~41.9% increased 140~~38.0% decreased 110 bps from the nine months ended September 30, ~~2016. Operating~~2018. The decline in operating income and operating margin ~~growth primarily~~ reflected ~~higher year-over-year~~lower base ~~fees,~~and performance fees, ~~and technology and risk management revenue,~~ partially offset by higher technology services revenue and lower employee compensation and benefits ~~higher direct fund~~and volume-related expense and higher general and administration expense. The nine months ended September 30, 2017 also included approximately $22 million of expense associated with the strategic repositioning of the active equity platform.. Operating income for the nine months ended September 30, ~~2016~~2019 also included $61 million of product launch costs associated with the close of the $1.4 billion BlackRock Science and Technology Trust II, a ~~restructuring charge of $76 million in connection with a project to streamline and simplify the organization.~~closed-end active equity fund. Nonoperating income (expense), less net income (loss) attributable to ~~noncontrolling interest (“NCI”),~~NCI increased ~~$43~~$127 million from the nine months ended September 30, 2018, driven by higher ~~net gains~~marks on unhedged seed capital investments and the revaluation of certain minority investments.Nonoperating results for the nine months ended September 30, ~~2017~~2018 included a ~~“make-whole” redemption premium of $14~~$40 million pre-tax gain related to the ~~refinancing of $700 million of 6.25% notes, which were paid prior to their September 2017 maturity.~~ DSP Transaction.

Income tax expense for the nine months ended September 30, ~~2017~~2019 and 2018 included ~~an $81~~$22 million and $58 million, respectively, of discrete tax ~~benefit reflecting the adoption of new accounting guidance~~benefits related to stock-based compensation awards that vested in the first quarter of ~~2017 and the $19 million net noncash expense mentioned above.~~each respective year. Income tax expense for the nine months ended September 30, ~~2016~~2018 also included the ~~$26~~previously mentioned $90 million ~~net noncash benefit mentioned above and nonrecurring~~of discrete tax ~~benefits of $35 million.~~benefits. See Income Tax Expense within Discussion of Financial Results for more ~~information.~~information.

Earnings per diluted common share ~~increased $2.31,~~decreased $0.66, or ~~17%~~3%, from the nine months ended September 30, ~~2016,~~2018, driven primarily by ~~higher net~~lower operating income and ~~the benefit of~~a higher effective tax rate, partially offset by higher nonoperating income and a lower diluted share ~~repurchases.~~count.

As ~~Adjusted~~.Adjusted. Operating income of ~~$3,795~~$4,013 million ~~increased $353~~decreased $208 million and operating margin of ~~43.9% increased 40~~43.7% decreased 80 bps from the nine months ended September 30, 2016. The pre-tax restructuring charge of $76 million described above was excluded from as adjusted results for the nine months ended September 30, 2016. Income tax expense for the nine months ended September 30, 2017 and 2016 excluded the previously described net noncash expense of $19 million and net noncash benefit of $26 million, respectively, and included the nonrecurring tax benefits described above.2018. Earnings per diluted common share ~~increased $2.24,~~decreased $0.71, or ~~16%~~3%, from the nine months ended September 30, ~~2016.~~2018.

See Non-GAAP Financial Measures for further information on as adjusted items and the reconciliation to accounting principles generally accepted in the United States (“GAAP“).

For further discussion of BlackRock’s revenue, expense, nonoperating results and income tax expense, see Discussion of Financial Results herein.

BlackRock reports its financial results in accordance with GAAP; however, management believes evaluating the Company’s ongoing operating results may be enhanced if investors have additional non-GAAP financial measures. Management reviews non-GAAP financial measures to assess ongoing operations and considers them to be helpful, for both management and investors, in evaluating BlackRock’s financial performance over time. Management also uses non-GAAP financial measures as a benchmark to compare its performance with other companies and to enhance the comparability of this information for the reporting periods presented. Non-GAAP measures may pose limitations because they do not include all of BlackRock’s revenue and expense. BlackRock’s management does not advocate that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Non-GAAP measures may not be comparable to other similarly titled measures of other companies.

Management uses both GAAP and non-GAAP financial measures in evaluating BlackRock’s financial performance. Adjustments to GAAP financial measures (“non-GAAP adjustments”) include certain items management deems nonrecurring or that occur infrequently, transactions that ultimately will not impact BlackRock’s book value or certain tax items that do not impact cash flow.

Computations for all periods are derived from the condensed consolidated statements of income as follows:

(1) ~~Operating~~_Operating income, as adjusted, and operating margin, as adjusted:

Management believes operating income, as adjusted, and operating margin, as adjusted, are effective indicators of BlackRock’s financial performance over time, and, therefore, provide useful disclosure to investors.Management believes that operating margin, as adjusted, reflects the Company’s long-term ability to manage ongoing costs in relation to its revenues. The Company uses operating margin, as adjusted, to assess the Company’s financial performance and to determine the long-term and annual compensation of the Company’s senior-level employees. Furthermore, this metric is used to evaluate the Company’s relative performance against industry peers, as it eliminates margin variability arising from the accounting of revenues and expenses related to distributing different product structures in multiple distribution channels utilized by asset managers.

	Three Months Ended					Nine Months Ended					Three Months Ended					Nine Months Ended
	September 30,					September 30,					September 30,					September 30,
(in millions, except per share data)	2017		2016			2017		2016			2019		2018			2019		2018
Net income attributable to BlackRock, Inc., GAAP basis	$	947	$	875		$	2,666	$	2,321		$	1,119	$	1,216		$	3,175	$	3,378
Non-GAAP adjustments:
Restructuring charge (including $23 tax benefit)		—		—			—		53
PNC LTIP funding obligation, net of tax		3		5			9		14			—		3			—		9
Income tax matters		19		(26	)		19		(26	)		—		(5	)		—		(1	)
Net income attributable to BlackRock, Inc., as adjusted	$	969	$	854		$	2,694	$	2,362		$	1,119	$	1,214		$	3,175	$	3,386
Diluted weighted-average common shares outstanding⁽³⁾		163.8		166.3			164.3		166.8			156.4		161.4			157.4		162.1
Diluted earnings per common share, GAAP basis⁽³⁾	$	5.78	$	5.26		$	16.23	$	13.92		$	7.15	$	7.54		$	20.17	$	20.83
Diluted earnings per common share, as adjusted⁽³⁾	$	5.92	$	5.14		$	16.40	$	14.16		$	7.15	$	7.52		$	20.17	$	20.88

Management believes net income attributable to BlackRock, Inc., as adjusted, and diluted earnings per common share, as adjusted, are useful measures of BlackRock’s profitability and financial performance. Net income attributable to BlackRock, Inc., as adjusted, equals net income attributable to BlackRock, Inc., GAAP basis, adjusted for significant nonrecurring items, charges that ultimately will not impact BlackRock’s book value or certain tax items that do not impact cash flow.

See aforementioned discussion regarding operating income, as adjusted, and operating margin, as adjusted, for information on the PNC LTIP funding ~~obligation and the restructuring charge.~~obligation.

For each period presented, the non-GAAP adjustment related to the ~~restructuring charge and~~ PNC LTIP funding obligation was tax effected at the respective blended rates applicable to the ~~adjustments.~~adjustment. Amounts for income tax matters represent net noncash (benefits) expense primarily associated with the revaluation of certain deferred tax liabilities related to intangible assets and ~~goodwill.~~goodwill as a result of tax rate changes. Amounts have been excluded from the as adjusted results as these items will not have a cash flow impact and to ensure comparability among periods presented.

Per share amounts reflect net income attributable to BlackRock, Inc., as adjusted divided by diluted weighted average common shares outstanding.

(3) Nonvoting participating preferred stock is considered to be a common stock equivalent for purposes of determining basic and diluted earnings per share calculations.

AUM for reporting purposes generally is based upon how investment advisory and administration fees are calculated for each portfolio. Net asset values, total assets, committed assets or other measures may be used to determine portfolio AUM.

AUM and Net Inflows (Outflows) by Client Type
AUM and Net Inflows (Outflows) by Client Type and Product Type																			AUM and Net Inflows (Outflows) by Client Type and Product Type
		AUM								Net inflows (outflows)									AUM								Net inflows (outflows)
		September 30,		June 30,		December 31,		September 30,		Three Months Ended September 30,			Nine Months Ended September 30,			Twelve Months Ended September 30,			September 30,		June 30,		December 31,		September 30,		Three Months Ended September 30,			Nine Months Ended September 30,			Twelve Months Ended September 30,
(in millions)		2017		2017		2016		2016		2017			2017			2017			2019		2019		2018		2018		2019			2019			2019
Retail		$	608,521	$	586,756	$	541,952	$	554,778	$	7,367		$	18,501		$	16,055		$	668,118	$	664,906	$	610,850	$	664,867	$	6,698		$	7,799		$	3,014
iShares ETFs			1,640,437		1,528,236		1,287,879		1,246,166		52,306			190,541			239,841			2,046,818		2,008,867		1,731,425		1,853,188		41,504			108,289			189,692
Institutional:
Active			1,105,224		1,075,855		1,009,974		1,039,653		155			3,735			10,043			1,283,064		1,272,532		1,079,979		1,129,315		(4,379	)		84,161			78,200
Index			2,194,701		2,093,193		1,901,681		1,877,501		15,976			36,883			71,486			2,453,181		2,413,191		2,103,230		2,351,785		8,437			36,375			9,310
Total institutional			3,299,925		3,169,048		2,911,655		2,917,154		16,131			40,618			81,529
Institutional subtotal																				3,736,245		3,685,723		3,183,209		3,481,100		4,058			120,536			87,510
Long-term																				6,451,181		6,359,496		5,525,484		5,999,155		52,260			236,624			280,216
Cash management																				510,984		481,208		448,565		443,185		31,988			63,275			69,422
Advisory⁽¹⁾																				1,767		1,778		1,769		1,760		(2	)		(2	)		33
Total																			$	6,963,932	$	6,842,482	$	5,975,818	$	6,444,100	$	84,246		$	299,897		$	349,671

AUM and Net Inflows (Outflows) by Investment Style and Product Type																			AUM and Net Inflows (Outflows) by Investment Style and Product Type
																			AUM								Net inflows (outflows)
																			September 30,		June 30,		December 31,		September 30,		Three Months Ended September 30,			Nine Months Ended September 30,			Twelve Months Ended September 30,
(in millions)																			2019		2019		2018		2018		2019			2019			2019
Active																			$	1,865,437	$	1,853,393	$	1,617,780	$	1,713,576	$	741		$	89,327		$	77,042
Index and iShares ETFs																				4,585,744		4,506,103		3,907,704		4,285,579		51,519			147,297			203,174
Long-term			5,548,883		5,284,040		4,741,486		4,718,098		75,804			249,660			337,425			6,451,181		6,359,496		5,525,484		5,999,155		52,260			236,624			280,216
Cash management			425,423		402,575		403,584		388,982		20,381			14,854			32,526			510,984		481,208		448,565		443,185		31,988			63,275			69,422
Advisory⁽¹⁾			2,586		2,658		2,782		10,341		(73	)		(188	)		(7,573	)		1,767		1,778		1,769		1,760		(2	)		(2	)		33
Total		$	5,976,892	$	5,689,273	$	5,147,852	$	5,117,421	$	96,112		$	264,326		$	362,378		$	6,963,932	$	6,842,482	$	5,975,818	$	6,444,100	$	84,246		$	299,897		$	349,671

AUM and Net Inflows (Outflows) by Product Type	AUM and Net Inflows (Outflows) by Product Type																		AUM and Net Inflows (Outflows) by Product Type
		AUM								Net inflows (outflows)									AUM								Net inflows (outflows)
		September 30,		June 30,		December 31,		September 30,		Three Months Ended September 30,			Nine Months Ended September 30,			Twelve Months Ended September 30,			September 30,		June 30,		December 31,		September 30,		Three Months Ended September 30,			Nine Months Ended September 30,			Twelve Months Ended September 30,
(in millions)		2017		2017		2016		2016		2017			2017			2017			2019		2019		2018		2018		2019			2019			2019
Equity		$	3,172,465	$	3,014,696	$	2,657,176	$	2,566,039	$	11,935		$	94,362		$	152,328		$	3,488,503	$	3,485,869	$	3,035,825	$	3,482,687	$	9,916		$	(10,246	)	$	18,047
Fixed income			1,788,420		1,704,624		1,572,365		1,628,268		59,549			135,837			161,144			2,267,431		2,191,130		1,884,417		1,883,806		34,990			225,304			228,403
Multi-asset			457,027		436,736		395,007		402,261		4,334			15,406			20,262			527,721		523,728		461,884		492,810		(605	)		3,932			11,229
Alternatives:
Core			99,168		97,551		88,630		88,731		(504	)		2,353			3,569
Illiquid alternatives																				70,516		67,910		59,827		57,418		3,117			10,038			12,415
Liquid alternatives																				55,544		55,514		51,718		52,047		383			1,661			3,344
Currency and commodities⁽²⁾			31,803		30,433		28,308		32,799		490			1,702			122			41,466		35,345		31,813		30,387		4,459			5,935			6,778
Subtotal			130,971		127,984		116,938		121,530		(14	)		4,055			3,691
Alternatives subtotal																				167,526		158,769		143,358		139,852		7,959			17,634			22,537
Long-term			5,548,883		5,284,040		4,741,486		4,718,098		75,804			249,660			337,425			6,451,181		6,359,496		5,525,484		5,999,155		52,260			236,624			280,216
Cash management			425,423		402,575		403,584		388,982		20,381			14,854			32,526			510,984		481,208		448,565		443,185		31,988			63,275			69,422
Advisory⁽¹⁾			2,586		2,658		2,782		10,341		(73	)		(188	)		(7,573	)		1,767		1,778		1,769		1,760		(2	)		(2	)		33
Total		$	5,976,892	$	5,689,273	$	5,147,852	$	5,117,421	$	96,112		$	264,326		$	362,378		$	6,963,932	$	6,842,482	$	5,975,818	$	6,444,100	$	84,246		$	299,897		$	349,671

AUM and Net Inflows (Outflows) by Investment Style
		AUM								Net inflows (outflows)
		September 30,		June 30,		December 31,		September 30,		Three Months Ended September 30,			Nine Months Ended September 30,			Twelve Months Ended September 30,
(in millions)		2017		2017		2016		2016		2017			2017			2017
Active		$	1,645,352	$	1,598,591	$	1,501,052	$	1,547,473	$	5,796		$	11,489		$	10,946
Index and iShares ETFs			3,903,531		3,685,449		3,240,434		3,170,625		70,008			238,171			326,479
Long-term			5,548,883		5,284,040		4,741,486		4,718,098		75,804			249,660			337,425
Cash management			425,423		402,575		403,584		388,982		20,381			14,854			32,526
Advisory⁽¹⁾			2,586		2,658		2,782		10,341		(73	)		(188	)		(7,573	)
Total		$	5,976,892	$	5,689,273	$	5,147,852	$	5,117,421	$	96,112		$	264,326		$	362,378

The following table presents the component changes in AUM by client type and product type for the three months ended September 30, ~~2017.~~2019.

	June 30,		Net inflows			Market			FX		September 30,		Average		June 30,		Net inflows			Market			FX			September 30,		Average
(in millions)	2017		(outflows)			change			impact⁽¹⁾		2017		AUM⁽²⁾		2019		(outflows)			change			impact⁽¹⁾			2019		AUM⁽²⁾
Retail:
Equity	$	215,808	$	1,734		$	6,110		$	2,016	$	225,668	$	220,944	$	232,429	$	2,838		$	(1,575	)	$	(2,047	)	$	231,645	$	231,417
Fixed income		240,932		4,613			1,569			1,234		248,348		245,193		291,772		4,951			2,408			(1,945	)		297,186		294,416
Multi-asset		113,903		1,046			2,796			317		118,062		116,183		118,135		(1,972	)		248			(371	)		116,040		117,101
Alternatives		16,113		(26	)		224			132		16,443		17,198		22,570		881			(59	)		(145	)		23,247		22,894
Retail subtotal		586,756		7,367			10,699			3,699		608,521		599,518		664,906		6,698			1,022			(4,508	)		668,118		665,828
iShares ETFs:
Equity		1,139,850		33,102			50,806			4,637		1,228,395		1,184,488		1,462,623		13,079			(1,810	)		(5,181	)		1,468,711		1,459,509
Fixed income		364,991		17,526			1,055			2,695		386,267		376,880		513,843		23,676			5,296			(3,555	)		539,260		526,863
Multi-asset		3,240		169			77			5		3,491		3,359		4,442		210			10			(3	)		4,659		4,529
Alternatives		20,155		1,509			576			44		22,284		21,283		27,959		4,539			1,725			(35	)		34,188		31,634
iShares ETFs subtotal		1,528,236		52,306			52,514			7,381		1,640,437		1,586,010		2,008,867		41,504			5,221			(8,774	)		2,046,818		2,022,535
Institutional:
Active:
Equity		126,446		(3,296	)		5,866			1,350		130,366		128,842		125,884		3,945			172			(1,278	)		128,723		125,960
Fixed income		553,652		496			4,513			3,366		562,027		559,121		649,924		(12,144	)		16,149			(4,046	)		649,883		652,333
Multi-asset		311,921		3,477			7,827			4,508		327,733		320,619		393,101		1,236			9,912			(5,312	)		398,937		394,801
Alternatives		83,836		(522	)		1,161			623		85,098		83,851		103,623		2,584			366			(1,052	)		105,521		104,198
Active subtotal		1,075,855		155			19,367			9,847		1,105,224		1,092,433		1,272,532		(4,379	)		26,599			(11,688	)		1,283,064		1,277,292
Index:
Equity		1,532,592		(19,605	)		65,291			9,758		1,588,036		1,562,897		1,664,933		(9,946	)		16,714			(12,277	)		1,659,424		1,652,937
Fixed income		545,049		36,914			(1,451	)		11,266		591,778		572,049		735,591		18,507			40,259			(13,255	)		781,102		756,790
Multi-asset		7,672		(358	)		389			38		7,741		7,824		8,050		(79	)		138			(24	)		8,085		8,044
Alternatives		7,880		(975	)		156			85		7,146		7,544		4,617		(45	)		38			(40	)		4,570		4,533
Index subtotal		2,093,193		15,976			64,385			21,147		2,194,701		2,150,314		2,413,191		8,437			57,149			(25,596	)		2,453,181		2,422,304
Institutional subtotal		3,169,048		16,131			83,752			30,994		3,299,925		3,242,747		3,685,723		4,058			83,748			(37,284	)		3,736,245		3,699,596
Long-term		5,284,040		75,804			146,965			42,074		5,548,883		5,428,275		6,359,496		52,260			89,991			(50,566	)		6,451,181		6,387,959
Cash management		402,575		20,381			224			2,243		425,423		415,082		481,208		31,988			623			(2,835	)		510,984		505,145
Advisory⁽³⁾		2,658		(73	)		(98	)		99		2,586		2,621		1,778		(2	)		8			(17	)		1,767		1,769
Total	$	5,689,273	$	96,112		$	147,091		$	44,416	$	5,976,892	$	5,845,978	$	6,842,482	$	84,246		$	90,622		$	(53,418	)	$	6,963,932	$	6,894,873

⁽¹⁾ ~~Foreign exchange reflects the impact of translating non-U.S. dollar denominated AUM into U.S. dollars for reporting purposes.~~

⁽²⁾ ~~Average AUM is calculated as the average of the month-end spot AUM amounts for the trailing four months.~~

⁽³⁾ ~~Advisory AUM represents long-term portfolio liquidation assignments.~~

The following table presents component changes in AUM by investment style and product type for the three months ended September 30, ~~2017.~~

	June 30,		Net inflows			Market			FX		September 30,		Average		June 30,		Net inflows			Market			FX			September 30,		Average
(in millions)	2017		(outflows)			change			impact⁽¹⁾		2017		AUM⁽²⁾		2019		(outflows)			change			impact⁽¹⁾			2019		AUM⁽²⁾
Active:
Equity	$	290,196	$	(3,015	)	$	10,433		$	2,562	$	300,176	$	295,895	$	289,870	$	5,331		$	(2,287	)	$	(2,395	)	$	290,519	$	288,592
Fixed income		782,622		4,836			6,079			4,303		797,840		792,042		926,097		(7,314	)		18,003			(5,607	)		931,179		931,013
Multi-asset		425,824		4,523			10,623			4,825		445,795		436,802		511,236		(740	)		10,160			(5,683	)		514,973		511,901
Alternatives		99,949		(548	)		1,385			755		101,541		101,049		126,190		3,464			309			(1,197	)		128,766		127,092
Active subtotal		1,598,591		5,796			28,520			12,445		1,645,352		1,625,788		1,853,393		741			26,185			(14,882	)		1,865,437		1,858,598
Index and iShares ETFs:
iShares ETFs:
Equity		1,139,850		33,102			50,806			4,637		1,228,395		1,184,488		1,462,623		13,079			(1,810	)		(5,181	)		1,468,711		1,459,509
Fixed income		364,991		17,526			1,055			2,695		386,267		376,880		513,843		23,676			5,296			(3,555	)		539,260		526,863
Multi-asset		3,240		169			77			5		3,491		3,359		4,442		210			10			(3	)		4,659		4,529
Alternatives		20,155		1,509			576			44		22,284		21,283		27,959		4,539			1,725			(35	)		34,188		31,634
iShares ETFs subtotal		1,528,236		52,306			52,514			7,381		1,640,437		1,586,010		2,008,867		41,504			5,221			(8,774	)		2,046,818		2,022,535
Non-ETF Index:
Equity		1,584,650		(18,152	)		66,834			10,562		1,643,894		1,616,788		1,733,376		(8,494	)		17,598			(13,207	)		1,729,273		1,721,722
Fixed income		557,011		37,187			(1,448	)		11,563		604,313		584,321		751,190		18,628			40,813			(13,639	)		796,992		772,526
Multi-asset		7,672		(358	)		389			38		7,741		7,824		8,050		(75	)		138			(24	)		8,089		8,045
Alternatives		7,880		(975	)		156			85		7,146		7,544		4,620		(44	)		36			(40	)		4,572		4,533
Non-ETF Index subtotal		2,157,213		17,702			65,931			22,248		2,263,094		2,216,477		2,497,236		10,015			58,585			(26,910	)		2,538,926		2,506,826
Index & iShares ETFs subtotal		3,685,449		70,008			118,445			29,629		3,903,531		3,802,487		4,506,103		51,519			63,806			(35,684	)		4,585,744		4,529,361
Long-term		5,284,040		75,804			146,965			42,074		5,548,883		5,428,275		6,359,496		52,260			89,991			(50,566	)		6,451,181		6,387,959
Cash management		402,575		20,381			224			2,243		425,423		415,082		481,208		31,988			623			(2,835	)		510,984		505,145
Advisory⁽³⁾		2,658		(73	)		(98	)		99		2,586		2,621		1,778		(2	)		8			(17	)		1,767		1,769
Total	$	5,689,273	$	96,112		$	147,091		$	44,416	$	5,976,892	$	5,845,978	$	6,842,482	$	84,246		$	90,622		$	(53,418	)	$	6,963,932	$	6,894,873

The following table presents component changes in AUM by product type for the three months ended September 30, ~~2017.~~2019.

	June 30,		Net inflows			Market			FX		September 30,		Average		June 30,		Net inflows			Market		FX			September 30,		Average
(in millions)	2017		(outflows)			change			impact⁽¹⁾		2017		AUM⁽²⁾		2019		(outflows)			change		impact⁽¹⁾			2019		AUM⁽²⁾
Equity	$	3,014,696	$	11,935		$	128,073		$	17,761	$	3,172,465	$	3,097,171	$	3,485,869	$	9,916		$	13,501	$	(20,783	)	$	3,488,503	$	3,469,823
Fixed income		1,704,624		59,549			5,686			18,561		1,788,420		1,753,243		2,191,130		34,990			64,112		(22,801	)		2,267,431		2,230,402
Multi-asset		436,736		4,334			11,089			4,868		457,027		447,985		523,728		(605	)		10,308		(5,710	)		527,721		524,475
Alternatives:
Core		97,551		(504	)		1,355			766		99,168		98,746
Illiquid alternatives																67,910		3,117			134		(645	)		70,516		68,764
Liquid alternatives																55,514		383			192		(545	)		55,544		55,582
Currency and commodities⁽⁴⁾		30,433		490			762			118		31,803		31,130		35,345		4,459			1,744		(82	)		41,466		38,913
Alternatives subtotal		127,984		(14	)		2,117			884		130,971		129,876		158,769		7,959			2,070		(1,272	)		167,526		163,259
Long-term		5,284,040		75,804			146,965			42,074		5,548,883		5,428,275		6,359,496		52,260			89,991		(50,566	)		6,451,181		6,387,959
Cash management		402,575		20,381			224			2,243		425,423		415,082		481,208		31,988			623		(2,835	)		510,984		505,145
Advisory⁽³⁾		2,658		(73	)		(98	)		99		2,586		2,621		1,778		(2	)		8		(17	)		1,767		1,769
Total	$	5,689,273	$	96,112		$	147,091		$	44,416	$	5,976,892	$	5,845,978	$	6,842,482	$	84,246		$	90,622	$	(53,418	)	$	6,963,932	$	6,894,873

⁽¹⁾ ~~Foreign exchange reflects the impact of translating non-U.S. dollar denominated AUM into U.S. dollars for reporting purposes.~~

AUM increased ~~$287.6~~$121.5 billion ~~or 5%,~~ to ~~$6.0~~$6.96 trillion at September 30, ~~2017 from $5.7 trillion at June 30, 2017,~~ 2019, driven by net market appreciation and positive net inflows, ~~and~~partially offset by the impact of foreign exchange movements.

Net market appreciation of ~~$147.1~~$90.6 billion was primarily driven by fixed income appreciation and higher ~~U.S. and global~~US equity markets.

Long-term net inflows of ~~$75.8~~$52.3 billion included ~~$52.3~~$41.5 billion, ~~$16.1~~$6.7 billion and ~~$7.4~~$4.1 billion fromiShares ETFs,, ~~institutional clients~~ retail and ~~retail~~institutional clients, respectively. Net flows in long-term products are described below.

Cash management AUM increased 6% to ~~$425.4~~$511 billion, driven by ~~$20.4 billion~~net inflows of ~~net inflows.~~$32 billion.

AUM ~~increased $44.4~~decreased $53.4 billion due to the impact of foreign exchange movements, primarily ~~resulting from~~due to the ~~weakening~~strengthening of the ~~U.S.~~US dollar against the Euro and British ~~pound and the Euro.~~pound.

The following table presents the component changes in AUM by client type and product for the nine months ended September 30, ~~2017.~~2019.

	December 31,		Net inflows					Market			FX		September 30,		Average		December 31,		Net inflows			Market			FX			September 30,		Average
(in millions)	2016		(outflows)			Acquisition⁽¹⁾		change			impact⁽²⁾		2017		AUM⁽³⁾		2018		(outflows)			change			impact⁽¹⁾			2019		AUM⁽²⁾
Retail:
Equity	$	196,221	$	3,009		$	-	$	20,892		$	5,546	$	225,668	$	212,224	$	205,714	$	(2,588	)	$	30,760		$	(2,241	)	$	231,645	$	225,107
Fixed income		222,256		16,497			-		6,003			3,592		248,348		236,065		271,588		16,230			11,131			(1,763	)		297,186		285,933
Multi-asset		107,997		(847	)		-		10,005			907		118,062		112,831		113,417		(8,703	)		11,679			(353	)		116,040		116,916
Alternatives		15,478		(158	)		-		725			398		16,443		16,522		20,131		2,860			420			(164	)		23,247		21,741
Retail subtotal		541,952		18,501			-		37,625			10,443		608,521		577,642		610,850		7,799			53,990			(4,521	)		668,118		649,697
iShares ETFs:
Equity		951,252		129,488			-		134,562			13,093		1,228,395		1,095,500		1,274,262		15,633			182,800			(3,984	)		1,468,711		1,417,194
Fixed income		314,707		58,779			-		5,105			7,676		386,267		351,985		427,596		87,381			27,527			(3,244	)		539,260		487,266
Multi-asset		3,149		61			-		272			9		3,491		3,122		4,485		(267	)		438			3			4,659		4,335
Alternatives		18,771		2,213			-		1,138			162		22,284		20,470		25,082		5,542			3,581			(17	)		34,188		28,103
iShares ETFs subtotal		1,287,879		190,541			-		141,077			20,940		1,640,437		1,471,077		1,731,425		108,289			214,346			(7,242	)		2,046,818		1,936,898
Institutional:
Active:
Equity		120,699		(12,357	)		-		18,023			4,001		130,366		126,223		110,976		1,329			17,582			(1,164	)		128,723		121,261
Fixed income		536,727		(2,967	)		-		17,705			10,562		562,027		551,117		538,961		60,155			53,921			(3,154	)		649,883		599,105
Multi-asset		276,933		16,692			-		21,531			12,577		327,733		301,793		336,237		13,566			53,925			(4,791	)		398,937		375,173
Alternatives		75,615		2,367			3,264		2,021			1,831		85,098		79,818		93,805		9,111			3,546			(941	)		105,521		101,328
Active subtotal		1,009,974		3,735			3,264		59,280			28,971		1,105,224		1,058,951		1,079,979		84,161			128,974			(10,050	)		1,283,064		1,196,867
Index:
Equity		1,389,004		(25,778	)		-		193,874			30,936		1,588,036		1,504,119		1,444,873		(24,620	)		250,459			(11,288	)		1,659,424		1,608,044
Fixed income		498,675		63,528			-		97			29,478		591,778		540,163		646,272		61,538			84,536			(11,244	)		781,102		715,922
Multi-asset		6,928		(500	)		-		1,098			215		7,741		7,518		7,745		(664	)		998			6			8,085		8,090
Alternatives		7,074		(367	)		-		194			245		7,146		7,538		4,340		121			120			(11	)		4,570		4,528
Index subtotal		1,901,681		36,883			-		195,263			60,874		2,194,701		2,059,338		2,103,230		36,375			336,113			(22,537	)		2,453,181		2,336,584
Institutional subtotal		2,911,655		40,618			3,264		254,543			89,845		3,299,925		3,118,289		3,183,209		120,536			465,087			(32,587	)		3,736,245		3,533,451
Long-term		4,741,486		249,660			3,264		433,245			121,228		5,548,883		5,167,008		5,525,484		236,624			733,423			(44,350	)		6,451,181		6,120,046
Cash management		403,584		14,854			-		850			6,135		425,423		406,729		448,565		63,275			2,046			(2,902	)		510,984		473,267
Advisory⁽⁴⁾⁽³⁾		2,782		(188	)		-		(189	)		181		2,586		2,691		1,769		(2	)		(4	)		4			1,767		1,772
Total	$	5,147,852	$	264,326		$	3,264	$	433,906		$	127,544	$	5,976,892	$	5,576,428	$	5,975,818	$	299,897		$	735,465		$	(47,248	)	$	6,963,932	$	6,595,085

The following table presents component changes in AUM by investment style and product type for the nine months ended September 30, ~~2017.~~2019.


	December 31,		Net inflows					Market			FX		September 30,		Average		December 31,		Net inflows			Market			FX			September 30,		Average
(in millions)	2016		(outflows)			Acquisition⁽¹⁾		change			impact⁽²⁾		2017		AUM⁽³⁾		2018		(outflows)			change			impact⁽¹⁾			2019		AUM⁽²⁾
Active:
Equity	$	275,033	$	(17,475	)	$	-	$	34,966		$	7,652	$	300,176	$	289,036	$	258,205	$	(3,602	)	$	38,255		$	(2,339	)	$	290,519	$	280,485
Fixed income		749,996		10,910			-		23,502			13,432		797,840		775,996		795,985		76,099			63,604			(4,509	)		931,179		869,509
Multi-asset		384,930		15,845			-		31,536			13,484		445,795		414,624		449,654		4,859			65,604			(5,144	)		514,973		492,089
Alternatives		91,093		2,209			3,264		2,746			2,229		101,541		96,339		113,936		11,971			3,964			(1,105	)		128,766		123,068
Active subtotal		1,501,052		11,489			3,264		92,750			36,797		1,645,352		1,575,995		1,617,780		89,327			171,427			(13,097	)		1,865,437		1,765,151
Index and iShares ETFs:
iShares ETFs:
Equity		951,252		129,488			-		134,562			13,093		1,228,395		1,095,500		1,274,262		15,633			182,800			(3,984	)		1,468,711		1,417,194
Fixed income		314,707		58,779			-		5,105			7,676		386,267		351,985		427,596		87,381			27,527			(3,244	)		539,260		487,266
Multi-asset		3,149		61			-		272			9		3,491		3,122		4,485		(267	)		438			3			4,659		4,335
Alternatives		18,771		2,213			-		1,138			162		22,284		20,470		25,082		5,542			3,581			(17	)		34,188		28,103
iShares ETFs subtotal		1,287,879		190,541			-		141,077			20,940		1,640,437		1,471,077		1,731,425		108,289			214,346			(7,242	)		2,046,818		1,936,898
Non-ETF Index
Equity		1,430,891		(17,651	)		-		197,823			32,831		1,643,894		1,553,530		1,503,358		(22,277	)		260,546			(12,354	)		1,729,273		1,673,927
Fixed income		507,662		66,148			-		303			30,200		604,313		551,349		660,836		61,824			85,984			(11,652	)		796,992		731,451
Multi-asset		6,928		(500	)		-		1,098			215		7,741		7,518		7,745		(660	)		998			6			8,089		8,090
Alternatives		7,074		(367	)		-		194			245		7,146		7,539		4,340		121			122			(11	)		4,572		4,529
Non-ETF Index subtotal		1,952,555		47,630			-		199,418			63,491		2,263,094		2,119,936		2,176,279		39,008			347,650			(24,011	)		2,538,926		2,417,997
Index & iShares ETFs subtotal		3,240,434		238,171			-		340,495			84,431		3,903,531		3,591,013		3,907,704		147,297			561,996			(31,253	)		4,585,744		4,354,895
Long-term		4,741,486		249,660			3,264		433,245			121,228		5,548,883		5,167,008		5,525,484		236,624			733,423			(44,350	)		6,451,181		6,120,046
Cash management		403,584		14,854			-		850			6,135		425,423		406,729		448,565		63,275			2,046			(2,902	)		510,984		473,267
Advisory⁽⁴⁾		2,782		(188	)		-		(189	)		181		2,586		2,691
Advisory⁽³⁾																		1,769		(2	)		(4	)		4			1,767		1,772
Total	$	5,147,852	$	264,326		$	3,264	$	433,906		$	127,544	$	5,976,892	$	5,576,428	$	5,975,818	$	299,897		$	735,465		$	(47,248	)	$	6,963,932	$	6,595,085

The following table presents component changes in AUM by product type for the nine months ended September 30, ~~2017.~~2019.

	December 31,		Net inflows					Market				FX		September 30,		Average		December 31,		Net inflows			Market			FX			September 30,		Average
(in millions)	2016		(outflows)			Acquisition⁽¹⁾		change				impact⁽²⁾		2017		AUM⁽³⁾		2018		(outflows)			change			impact⁽¹⁾			2019		AUM⁽²⁾
Equity	$	2,657,176	$	94,362		$	-	$	367,351			$	53,576	$	3,172,465	$	2,938,066	$	3,035,825	$	(10,246	)	$	481,601		$	(18,677	)	$	3,488,503	$	3,371,606
Fixed income		1,572,365		135,837			-		28,910				51,308		1,788,420		1,679,330		1,884,417		225,304			177,115			(19,405	)		2,267,431		2,088,226
Multi-asset		395,007		15,406			-		32,906				13,708		457,027		425,264		461,884		3,932			67,040			(5,135	)		527,721		504,514
Alternatives:
Core		88,630		2,353			3,264		2,753				2,168		99,168		93,963
Currency and commodities⁽⁵⁾		28,308		1,702			-		1,325				468		31,803		30,385
Illiquid alternatives																			59,827		10,038			1,252			(601	)		70,516		66,395
Liquid alternatives																			51,718		1,661			2,706			(541	)		55,544		54,062
Currency and commodities⁽⁴⁾																			31,813		5,935			3,709			9			41,466		35,243
Alternatives subtotal		116,938		4,055			3,264		4,078				2,636		130,971		124,348		143,358		17,634			7,667			(1,133	)		167,526		155,700
Long-term		4,741,486		249,660			3,264		433,245				121,228		5,548,883		5,167,008		5,525,484		236,624			733,423			(44,350	)		6,451,181		6,120,046
Cash management		403,584		14,854			-		850				6,135		425,423		406,729		448,565		63,275			2,046			(2,902	)		510,984		473,267
Advisory⁽⁴⁾		2,782		(188	)		-		(189	)			181		2,586		2,691
Advisory⁽³⁾																			1,769		(2	)		(4	)		4			1,767		1,772
Total	$	5,147,852	$	264,326		$	3,264	$	433,906		��	$	127,544	$	5,976,892	$	5,576,428	$	5,975,818	$	299,897		$	735,465		$	(47,248	)	$	6,963,932	$	6,595,085

⁽²⁾⁽¹⁾ Foreign exchange reflects the impact of translating ~~non-U.S.~~non-US dollar denominated AUM into ~~U.S.~~US dollars for reporting purposes.

⁽²⁾ Average AUM is calculated as the average of the month-end spot AUM amounts for the trailing ten months.

AUM increased ~~$829.0~~$988.1 billion ~~or 16%,~~ to ~~$6.0~~$6.96 trillion at September 30, ~~2017 from $5.1 trillion at December 31, 2016,~~ 2019, driven by net market appreciation and positive net inflows, partially offset by the impact of foreign exchange ~~movements and AUM acquired in the First Reserve Transaction.~~movements.

Net market appreciation of ~~$433.9~~$735.5 billion was ~~primarily~~ driven by higher ~~U.S.~~US markets and ~~global equity markets.~~fixed income appreciation.

Long-term net inflows of ~~$249.7~~$236.6 billion ~~were comprised of net inflows of $190.5~~included $120.5 billion, ~~$40.6~~$108.3 billion and ~~$18.5~~$7.8 billion from ~~iShares~~ ~~ETFs~~, institutional clients, iShares ETFs and retail clients, respectively. Net flows in long-term products are described below.

Cash management AUM increased 5% to ~~$425.4~~$511 billion, ~~driven by $14.9 billion~~primarily due to net inflows of ~~net inflows.~~$63.3 billion.

AUM ~~increased $127.5~~decreased $47.2 billion due to the impact of foreign exchange movements, primarily ~~resulting from~~due to the ~~weakening~~strengthening of the ~~U.S.~~US dollar against the Euro and British ~~pound and the Euro.~~

The following table presents the component changes in AUM by client type and product for the twelve months ended September 30, ~~2017.~~

	September 30,		Net inflows					Market			FX			September 30,		Average		September 30,		Net inflows			Market			FX			September 30,		Average
(in millions)	2016		(outflows)			Acquisition⁽¹⁾		change			impact⁽²⁾			2017		AUM⁽³⁾		2018		(outflows)			change			impact⁽¹⁾			2019		AUM⁽²⁾
Retail:
Equity	$	196,131	$	4,751		$	-	$	22,417		$	2,369		$	225,668	$	207,806	$	237,544	$	(292	)	$	(2,007	)	$	(3,600	)	$	231,645	$	225,307
Fixed income		230,842		14,666			-		1,204			1,636			248,348		234,080		282,879		8,351			9,186			(3,230	)		297,186		284,212
Multi-asset		111,369		(2,548	)		-		8,891			350			118,062		111,957		124,304		(8,532	)		977			(709	)		116,040		117,860
Alternatives		16,436		(814	)		-		693			128			16,443		16,435		20,140		3,487			(154	)		(226	)		23,247		21,409
Retail subtotal		554,778		16,055			-		33,205			4,483			608,521		570,278		664,867		3,014			8,002			(7,765	)		668,118		648,788
iShares ETFs:
Equity		891,010		180,138			-		150,283			6,964			1,228,395		1,049,435		1,413,925		76,142			(13,808	)		(7,548	)		1,468,711		1,404,161
Fixed income		329,462		58,453			-		(5,239	)		3,591			386,267		345,114		412,343		106,240			25,589			(4,912	)		539,260		469,183
Multi-asset		2,506		755			-		223			7			3,491		2,999		3,814		721			126			(2	)		4,659		4,205
Alternatives		23,188		495			-		(1,448	)		49			22,284		20,724		23,106		6,589			4,541			(48	)		34,188		26,986
iShares ETFs subtotal		1,246,166		239,841			-		143,819			10,611			1,640,437		1,418,272		1,853,188		189,692			16,448			(12,510	)		2,046,818		1,904,535
Institutional:
Active:
Equity		123,770		(15,161	)		-		20,675			1,082			130,366		124,915		128,975		(312	)		1,928			(1,868	)		128,723		121,483
Fixed income		560,799		(1,700	)		-		3,168			(240	)		562,027		550,908		551,591		46,840			56,110			(4,658	)		649,883		586,479
Multi-asset		280,406		22,351			-		19,126			5,850			327,733		295,524		356,887		19,241			30,481			(7,672	)		398,937		369,684
Alternatives		74,678		4,553			3,264		2,092			511			85,098		78,678		91,862		12,431			2,592			(1,364	)		105,521		99,153
Active subtotal		1,039,653		10,043			3,264		45,061			7,203			1,105,224		1,050,025		1,129,315		78,200			91,111			(15,562	)		1,283,064		1,176,799
Index:
Equity		1,355,128		(17,400	)		-		246,625			3,683			1,588,036		1,468,656		1,702,243		(57,491	)		29,922			(15,250	)		1,659,424		1,609,791
Fixed income		507,165		89,725			-		(15,805	)		10,693			591,778		528,790		636,993		66,972			94,678			(17,541	)		781,102		696,383
Multi-asset		7,980		(296	)		-		371			(314	)		7,741		7,603		7,805		(201	)		380			101			8,085		8,023
Alternatives		7,228		(543	)		-		408			53			7,146		7,440		4,744		30			(176	)		(28	)		4,570		4,549
Index subtotal		1,877,501		71,486			-		231,599			14,115			2,194,701		2,012,489		2,351,785		9,310			124,804			(32,718	)		2,453,181		2,318,746
Institutional subtotal		2,917,154		81,529			3,264		276,660			21,318			3,299,925		3,062,514		3,481,100		87,510			215,915			(48,280	)		3,736,245		3,495,545
Long-term		4,718,098		337,425			3,264		453,684			36,412			5,548,883		5,051,064		5,999,155		280,216			240,365			(68,555	)		6,451,181		6,048,868
Cash management		388,982		32,526			-		1,074			2,841			425,423		404,180		443,185		69,422			2,595			(4,218	)		510,984		466,738
Advisory⁽⁴⁾⁽³⁾		10,341		(7,573	)		-		(137	)		(45	)		2,586		4,323		1,760		33			3			(29	)		1,767		1,769
Total	$	5,117,421	$	362,378		$	3,264	$	454,621		$	39,208		$	5,976,892	$	5,459,567	$	6,444,100	$	349,671		$	242,963		$	(72,802	)	$	6,963,932	$	6,517,375

The following table presents component changes in AUM by investment style and product type for the twelve months ended September 30, ~~2017.~~2019.

	September 30,		Net inflows			Market			FX			September 30,		Average
(in millions)	2018		(outflows)			change			impact⁽¹⁾			2019		AUM⁽²⁾
Active:
Equity	$	301,049	$	(4,915	)	$	(1,833	)	$	(3,782	)	$	290,519	$	281,517
Fixed income		819,332		55,334			63,722			(7,209	)		931,179		855,299
Multi-asset		481,192		10,705			31,457			(8,381	)		514,973		487,544
Alternatives		112,003		15,918			2,435			(1,590	)		128,766		120,561
Active subtotal		1,713,576		77,042			95,781			(20,962	)		1,865,437		1,744,921
Index and iShares ETFs:
iShares ETFs:
Equity		1,413,925		76,142			(13,808	)		(7,548	)		1,468,711		1,404,161
Fixed income		412,343		106,240			25,589			(4,912	)		539,260		469,183
Multi-asset		3,814		721			126			(2	)		4,659		4,205
Alternatives		23,106		6,589			4,541			(48	)		34,188		26,986
iShares ETFs subtotal		1,853,188		189,692			16,448			(12,510	)		2,046,818		1,904,535
Non-ETF Index:
Equity		1,767,713		(53,180	)		31,676			(16,936	)		1,729,273		1,675,064
Fixed income		652,131		66,829			96,252			(18,220	)		796,992		711,775
Multi-asset		7,804		(197	)		381			101			8,089		8,023
Alternatives		4,743		30			(173	)		(28	)		4,572		4,550
Non-ETF Index subtotal		2,432,391		13,482			128,136			(35,083	)		2,538,926		2,399,412
Index & iShares ETFs subtotal		4,285,579		203,174			144,584			(47,593	)		4,585,744		4,303,947
Long-term		5,999,155		280,216			240,365			(68,555	)		6,451,181		6,048,868
Cash management		443,185		69,422			2,595			(4,218	)		510,984		466,738
Advisory⁽³⁾		1,760		33			3			(29	)		1,767		1,769
Total	$	6,444,100	$	349,671		$	242,963		$	(72,802	)	$	6,963,932	$	6,517,375

September 30,

Net
inflows

Market

FX

September 30,

Average

(in millions)
2016

(outflows)

Acquisition⁽¹⁾

change

impact⁽²⁾

2017

AUM⁽³⁾

Active:

Equity
$
281,726

$
(22,023
)

$
-

$
38,028

$
2,445

$
300,176

$
285,819

Fixed income

782,858

9,427

-

4,516

1,039

797,840

774,433

Multi-asset

391,775

19,803

-

28,017

6,200

445,795

407,481

Alternatives

91,114

3,739

3,264

2,785

639

101,541

95,113

Active subtotal

1,547,473

10,946

3,264

73,346

10,323

1,645,352

1,562,846

Index and iShares ETFs:

iShares ETFs:

Equity

891,010

180,138

-

150,283

6,964

1,228,395

1,049,435

Fixed income

329,462

58,453

-

(5,239
)

3,591

386,267

345,114

Multi-asset

2,506

755

-

223

7

3,491

2,999

Alternatives

23,188

495

-

(1,448
)

49

22,284

20,724

iShares ETFs subtotal

1,246,166

239,841

-

143,819

10,611

1,640,437

1,418,272

Non-ETF Index:

Equity

1,393,303

(5,787
)

-

251,689

4,689

1,643,894

1,515,558

Fixed income

515,948

93,264

-

(15,949
)

11,050

604,313

539,345

Multi-asset

7,980

(296
)

-

371

(314
)

7,741

7,603

Alternatives

7,228

(543
)

-

408

53

7,146

7,440

Non-ETF Index subtotal

1,924,459

86,638

-

236,519

15,478

2,263,094

2,069,946

Index & iShares ETFs subtotal

3,170,625

326,479

-

380,338

26,089

3,903,531

3,488,218

Long-term

4,718,098

337,425

3,264

453,684

36,412

5,548,883

5,051,064

Cash management

388,982

32,526

-

1,074

2,841

425,423

404,180

Advisory⁽⁴⁾

10,341

(7,573
)

-

(137
)

(45
)

2,586

4,323

Total
$
5,117,421

$
362,378

$
3,264

$
454,621

$
39,208

$
5,976,892

$
5,459,567

The following table presents component changes in AUM by product type for the twelve months ended September 30, ~~2017.~~2019.

	September 30,		Net inflows					Market			FX			September 30,		Average		September 30,		Net inflows		Market		FX			September 30,		Average
(in millions)	2016		(outflows)			Acquisition⁽¹⁾		change			impact⁽²⁾			2017		AUM⁽³⁾		2018		(outflows)		change		impact⁽¹⁾			2019		AUM⁽²⁾
Equity	$	2,566,039	$	152,328		$	-	$	440,000		$	14,098		$	3,172,465	$	2,850,812	$	3,482,687	$	18,047	$	16,035	$	(28,266	)	$	3,488,503	$	3,360,742
Fixed income		1,628,268		161,144			-		(16,672	)		15,680			1,788,420		1,658,892		1,883,806		228,403		185,563		(30,341	)		2,267,431		2,036,257
Multi-asset		402,261		20,262			-		28,611			5,893			457,027		418,083		492,810		11,229		31,964		(8,282	)		527,721		499,772
Alternatives:
Core		88,731		3,569			3,264		2,773			831			99,168		92,758
Currency and commodities⁽⁵⁾		32,799		122			-		(1,028	)		(90	)		31,803		30,519
Illiquid alternatives																			57,418		12,415		1,582		(899	)		70,516		64,411
Liquid alternatives																			52,047		3,344		942		(789	)		55,544		53,566
Currency and commodities⁽⁴⁾																			30,387		6,778		4,279		22			41,466		34,120
Alternatives subtotal		121,530		3,691			3,264		1,745			741			130,971		123,277		139,852		22,537		6,803		(1,666	)		167,526		152,097
Long-term		4,718,098		337,425			3,264		453,684			36,412			5,548,883		5,051,064		5,999,155		280,216		240,365		(68,555	)		6,451,181		6,048,868
Cash management		388,982		32,526			-		1,074			2,841			425,423		404,180		443,185		69,422		2,595		(4,218	)		510,984		466,738
Advisory⁽⁴⁾		10,341		(7,573	)		-		(137	)		(45	)		2,586		4,323
Advisory⁽³⁾																			1,760		33		3		(29	)		1,767		1,769
Total	$	5,117,421	$	362,378		$	3,264	$	454,621		$	39,208		$	5,976,892	$	5,459,567	$	6,444,100	$	349,671	$	242,963	$	(72,802	)	$	6,963,932	$	6,517,375

⁽²⁾ ~~Foreign exchange reflects the impact of translating non-U.S. dollar denominated AUM into U.S. dollars for reporting purposes.~~

AUM increased ~~$859.5~~$519.8 billion ~~or 17%,~~ to ~~$6.0~~$6.96 trillion at September 30, ~~2017 from $5.1 trillion at September 30, 2016,~~ 2019, driven by net inflows and net market appreciation, ~~positive net inflows,~~partially offset by the impact of foreign exchange ~~movements and AUM acquired in the First Reserve Transaction.~~movements.

Net market appreciation of ~~$454.6~~$243.0 billion was ~~primarily~~ driven by fixed income appreciation and higher ~~U.S. and global~~US equity markets.

Long-term net inflows of ~~$337.4~~$280.2 billion were comprised of net inflows of ~~$239.8~~$189.7 billion, ~~$81.5~~$87.5 billion and ~~$16.1~~$3.0 billion from iShares ETFs,, institutional ~~clients~~ and retail clients, respectively. Net flows in long-term products are described below.

Cash management AUM increased 9% to ~~$425.4~~$511 billion, ~~driven by $32.5 billion~~primarily due to net inflows of ~~net inflows.~~

AUM ~~increased $39.2~~decreased $72.8 billion due to the impact of foreign exchange movements, primarily ~~due to~~resulting from the strengthening of the US dollar against the British pound and Euro, partially offset by the weakening of the ~~U.S. dollar, largely against the Euro and British pound, partially offset by the strengthening of the U.S.~~US dollar against the Japanese yen.

The Company’s results of operations for the three and nine months ended September 30, ~~2017~~2019 and ~~2016~~2018 are discussed below. For a further description of the Company’s revenue and expense, see the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016~~2018 (“~~2016~~2018 Form 10-K”).

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in millions)

2017

2016

2017

2016

Investment advisory, administration fees and
securities lending revenue:

Equity:

Active

$
421

$
409

$
1,235

$
1,201

iShares ETFs

836

691

2,333

1,970

Non-ETF index

170

170

509

508

Equity subtotal

1,427

1,270

4,077

3,679

Fixed income:

Active

442

427

1,281

1,237

iShares ETFs

210

188

595

512

Non-ETF index

88

78

257

217

Fixed income subtotal

740

693

2,133

1,966

Multi-asset

289

285

843

860

Alternatives:

Core

169

156

469

488

Currency and commodities

23

24

67

61

Alternatives subtotal

192

180

536

549

Long-term

2,648

2,428

7,589

7,054

Cash management

144

118

408

340

Total base fees

2,792

2,546

7,997

7,394

Investment advisory performance fees:

Equity

30

14

57

67

Fixed income

9

2

20

9

Multi-asset

2

1

14

6

Alternatives

150

41

218

84

Total performance fees

191

58

309

166

Technology and risk management revenue⁽¹⁾

175

152

497

439

Distribution fees

5

10

17

32

Advisory and other revenue

Advisory⁽¹⁾

25

22

74

78

Other

45

49

128

156

Advisory and other revenue

70

71

202

234

Total revenue

$
3,233

$
2,837

$
9,022

$
8,265

The table below ~~lists~~presents detail of revenue for the three and nine months ended September 30, 2019 and 2018 and includes the asset type mix of investment advisory, administration fees and securities lending revenue (collectively “base fees”).

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in millions)	2019		2018		2019		2018
Investment advisory, administration fees and securities lending revenue:
Equity:
Active	$	391	$	405	$	1,151	$	1,269
iShares ETFs		872		885		2,589		2,722
Non-ETF Index		168		169		495		532
Equity subtotal		1,431		1,459		4,235		4,523
Fixed income:
Active		496		460		1,427		1,374
iShares ETFs		251		205		705		620
Non-ETF Index		98		98		293		292
Fixed income subtotal		845		763		2,425		2,286
Multi-asset		288		298		852		889
Alternatives:
Illiquid alternatives		122		89		350		249
Liquid alternatives		105		96		301		290
Currency and commodities⁽¹⁾		30		24		78		75
Alternatives subtotal		257		209		729		614
Long-term		2,821		2,729		8,241		8,312
Cash management		159		154		447		462
Total base fees		2,980		2,883		8,688		8,774
Investment advisory performance fees:
Equity		1		7		5		68
Fixed income		—		—		2		2
Multi-asset		1		1		7		15
Alternatives:
Illiquid alternatives		5		20		40		22
Liquid alternatives		114		123		157		205
Alternatives subtotal		119		143		197		227
Total performance fees		121		151		211		312
Technology services revenue		259		200		700		582
Distribution fees:
Retrocessions		166		168		491		541
12b-1 fees (US mutual fund distribution fees)		90		102		267		313
Other		14		9		41		30
Total distribution fees		270		279		799		884
Advisory and other revenue:
Advisory		21		26		62		80
Other		41		37		102		132
Total advisory and other revenue		62		63		164		212
Total revenue	$	3,692	$	3,576	$	10,562	$	10,764

	Three Months Ended September 30,												Nine Months Ended September 30,												Three Months Ended September 30,												Nine Months Ended September 30,
	Mix of Base Fees						Mix of Average AUM by Asset Class⁽¹⁾						Mix of Base Fees						Mix of Average AUM by Asset Class⁽²⁾						Mix of Base Fees						Mix of Average AUM by Asset Class⁽¹⁾						Mix of Base Fees						Mix of Average AUM by Asset Class⁽²⁾
	2017			2016			2017			2016			2017			2016			2017			2016			2019			2018			2019			2018			2019			2018			2019			2018
Equity:
Active		15	%		16	%		5	%		6	%		15	%		16	%		5	%		6	%		13	%		15	%		4	%		5	%		13	%		14	%		4	%		5	%
iShares ETFs		30	%		27	%		20	%		17	%		29	%		27	%		20	%		17	%		29	%		31	%		21	%		22	%		30	%		31	%		21	%		22	%
Non-ETF index		6	%		7	%		28	%		27	%		6	%		7	%		28	%		27	%
Non-ETF Index																										6	%		6	%		25	%		27	%		6	%		6	%		26	%		27	%
Equity subtotal		51	%		50	%		53	%		50	%		50	%		50	%		53	%		50	%		48	%		52	%		50	%		54	%		49	%		51	%		51	%		54	%
Fixed income:
Active		16	%		17	%		13	%		15	%		17	%		16	%		13	%		16	%		17	%		16	%		14	%		13	%		17	%		17	%		13	%		12	%
iShares ETFs		8	%		7	%		6	%		6	%		7	%		7	%		6	%		6	%		8	%		7	%		8	%		6	%		8	%		7	%		7	%		6	%
Non-ETF index		3	%		3	%		10	%		10	%		3	%		3	%		10	%		10	%
Non-ETF Index																										3	%		3	%		11	%		10	%		3	%		3	%		11	%		10	%
Fixed income subtotal		27	%		27	%		29	%		31	%		27	%		26	%		29	%		32	%		28	%		26	%		33	%		29	%		28	%		27	%		31	%		28	%
Multi-asset		10	%		11	%		8	%		8	%		11	%		12	%		8	%		8	%		10	%		10	%		8	%		8	%		10	%		10	%		8	%		8	%
Alternatives:
Core		6	%		6	%		2	%		2	%		6	%		7	%		2	%		2	%
Illiquid alternatives																										4	%		3	%		1	%		1	%		4	%		3	%		1	%		1	%
Liquid alternatives																										4	%		3	%		1	%		1	%		3	%		3	%		1	%		1	%
Currency and commodities		1	%		1	%		1	%		1	%		1	%		1	%		1	%		1	%		1	%		1	%		0	%		0	%		1	%		1	%		1	%		1	%
Alternatives subtotal		7	%		7	%		3	%		3	%		7	%		8	%		3	%		3	%		9	%		7	%		2	%		2	%		8	%		7	%		3	%		3	%
Long-term		95	%		95	%		93	%		92	%		95	%		96	%		93	%		93	%		95	%		95	%		93	%		93	%		95	%		95	%		93	%		93	%
Cash management		5	%		5	%		7	%		8	%		5	%		4	%		7	%		7	%		5	%		5	%		7	%		7	%		5	%		5	%		7	%		7	%
Total excluding Advisory AUM		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

Three Months Ended September 30, ~~2017~~2019 Compared with Three Months Ended September 30, ~~2016~~2018

Revenue increased ~~$396~~$116 million, or ~~14%~~3%, from the ~~third quarter of 2016,~~three months ended September 30, 2018, primarily driven by ~~growth in~~higher base ~~fees, performance~~ fees and technology ~~and risk management revenue.~~services revenue, partially offset by lower performance fees.

Investment advisory, administration fees and securities lending revenue of ~~$2,792~~$2,980 million increased ~~$246~~$97 million from ~~$2,546~~$2,883 million for the three months ended September 30, 2018, primarily driven by organic growth, the positive impact of market beta and acquisitions, partially offset by the negative impact of foreign exchange movements on average AUM and strategic price changes to certain products. Securities lending revenue of $150 million in the current quarter compared with $160 million in third quarter of ~~2016,~~2018.

Investment advisory performance fees of $121 million decreased $30 million from $151 million for the three months ended September 30, 2018, primarily reflecting lower revenue from alternative and long-only equity products.

Technology services revenue of $259 million increased $59 million from $200 million for the three months ended September 30, 2018, primarily reflecting the impact of the eFront acquisition and higher ~~markets and organic growth on average AUM, partially offset by~~ ~~previously announced pricing changes to select investment products.~~ ~~Securities lending~~ revenue ~~was $150 million in the~~ ~~current quarter compared with $142 million in the third quarter of 2016.~~

~~Investment advisory performance fees~~ ~~of $191 million increased $133 million~~ from the third quarter of 2016, primarily reflecting improved performance in a broad range of hedge and long-only funds, including strong performance from a single hedge fund with an annual performance measurement period that ends in the third quarter.Aladdin.

~~Technology and risk management revenue~~ ~~of $175 million increased $23 million from $152 million in the third quarter of 2016, reflecting ongoing demand for~~ ~~Aladdin~~ ~~and other technology offerings.~~

Nine Months Ended September 30, ~~2017~~2019 Compared with Nine Months Ended September 30, ~~2016~~2018

Revenue ~~increased $757~~decreased $202 million, or 9%2%, from the nine months ended September 30, ~~2016,~~2018, primarily driven by ~~growth in~~lower performance fees, base fees ~~performance fees,~~ and ~~technology~~advisory and ~~risk management~~other revenue, partially offset by ~~lower advisory and other~~higher technology services revenue.

Investment advisory, administration fees and securities lending revenue of ~~$7,997~~$8,688 million ~~increased $603~~decreased $86 million from ~~$7,394~~$8,774 million for the nine months ended September 30, ~~2016, reflecting~~2018, primarily driven by lower securities lending revenue, the impact of ~~higher~~ markets and ~~organic growth~~foreign exchange movements on average AUM and ~~the effect of AUM acquired in the BofA~~^® ~~Global Capital Management transaction,~~strategic price changes to certain products, partially offset by ~~previously announced pricing changes to select investment products~~.the positive impact of acquisitions and organic growth. Securities lending revenue ~~was $447~~of $448 million for the nine months ended September 30, ~~2017 compared with $441~~2019 decreased $50 million from $498 million for the nine months ended September 30, ~~2016.~~ 2018, primarily reflecting reduced European seasonal demand and lower cash spreads.

Investment advisory performance fees of ~~$309~~$211 million decreased $101 million from $312 million for the nine months ended September 30, 2018, primarily reflecting lower revenue from long-only equity products and liquid alternatives, partially offset by higher revenue from illiquid alternatives.

Technology services revenue of $700 million increased ~~$143~~$118 million from $582 million for the nine months ended September 30, 2018, primarily reflecting the impact of the eFront acquisition and higher revenue from Aladdin.

Advisory and other revenue of $164 million decreased $48 million from $212 million for the nine months ended September 30, 2018, primarily reflecting lower fees from advisory and transition management assignments, and lower earnings from equity method investments.

Three Months Ended September 30, 2019 Compared with Three Months Ended September 30, 2018

GAAP. Expense increased $10 million from the three months ended September 30, 2018, primarily driven by higher employee compensation and benefits expense and expense linked to the eFront Transaction, partially offset by lower general and administration expense.

Employee compensation and benefits expense increased $14 million from the three months ended September 30, 2018, primarily reflecting higher headcount, partially offset by lower incentive compensation.

General and administration expense decreased $28 million from the three months ended September 30, 2018, primarily due to lower transaction-related and foreign exchange remeasurement expense, partially offset by higher technology expense.

Amortization of intangible assets expense increased $15 million from the three months ended September 30, 2018, primarily reflecting amortization of intangible assets associated with the eFront Transaction.

Nine Months Ended September 30, 2019 Compared with Nine Months Ended September 30, 2018

GAAP. Expense decreased $4 million from the nine months ended September 30, 2016, primarily reflecting improved performance in a broad range of hedge and long-only funds, including strong performance from a single hedge fund with an annual performance measurement period that ends in the third quarter.

~~Technology and risk management revenue~~ ~~of $497 million increased $58 million from $439 million for the nine months ended September 30, 2016 reflecting ongoing demand for~~ ~~Aladdin~~ ~~and other technology offerings.~~

~~Advisory and other revenue~~ of $202 million decreased $32 million from $234 million for the nine months ended September 30, 2016, reflecting lower fees for distributing certain exchange-traded products, lower earnings from a strategic minority investment and lower commissions for sales of certain funds.

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in millions)

2017

2016

2017

2016

Expense, GAAP:

Employee compensation and benefits

$
1,088

$
969

$
3,108

$
2,893

Distribution and servicing costs

123

114

361

320

Amortization of deferred sales commissions

4

8

13

27

Direct fund expense

234

200

666

583

General and administration:

Marketing and promotional

76

72

231

232

Occupancy and office related

68

65

202

208

Portfolio services

68

57

195

164

Technology

51

41

145

129

Professional services

37

27

92

84

Communications

8

9

24

29

Other general and administration

55

41

125

100

Total general and administration expense

363

312

1,014

946

Restructuring charge

—

—

—

76

Amortization of intangible assets

27

25

77

75

Total expense, GAAP

$
1,839

$
1,628

$
5,239

$
4,920

Less non-GAAP expense adjustments:

Employee compensation and benefits:

PNC LTIP funding obligation

4

7

12

21

Restructuring charge

—

—

—

76

Total non-GAAP expense adjustments

4

7

12

97

Expense, as adjusted:

Employee compensation and benefits

$
1,084

$
962

$
3,096

$
2,872

Distribution and servicing costs

123

114

361

320

Amortization of deferred sales commissions

4

8

13

27

Direct fund expense

234

200

666

583

General and administration

363

312

1,014

946

Amortization of intangible assets

27

25

77

75

Total expense, as adjusted

$
1,835

$
1,621

$
5,227

$
4,823

~~Three Months Ended September 30, 2017 Compared with Three Months Ended September 30, 2016~~

~~GAAP. Expense increased $211 million from the third quarter of 2016,~~2018, driven primarily by ~~higher~~lower employee compensation and benefits and volume-related expense, partially offset by higher general and administration expense, which reflected the previously mentioned product launch costs, and higher ~~direct fund expense.~~amortization of intangible assets.

Employee compensation and benefits expense increased $119 million, or 12%, from the third quarter of 2016, primarily reflecting higher incentive compensation, driven primarily by higher performance fees and operating income, and higher headcount. Employees at September 30, 2017 totaled approximately 13,700 compared with approximately 13,000 at September 30, 2016.

~~Direct fund expense~~ ~~increased $34 million from the third quarter of 2016, reflecting higher average AUM.~~

~~General and administration expense~~ increased $51 million from the third quarter of 2016, reflecting higher portfolio services, technology, and professional services expense, as well as increased foreign exchange remeasurement expense and contingent consideration fair value adjustments.

~~As Adjusted~~. Expense, as adjusted, increased $214 million, or 13%, to $1,835 million from $1,621 million in the third quarter of 2016. The increase in total expense, as adjusted, is driven primarily by higher employee compensation and benefits expense, higher general and administration expense, and higher direct fund expense.

~~Nine Months Ended September 30, 2017 Compared with Nine Months Ended September 30, 2016~~

~~GAAP. Expense increased $319~~ decreased $42 million from the nine months ended September 30, ~~2016,~~2018, primarily reflecting lower incentive compensation, driven ~~primarily~~in part by higher employee compensation and benefits expense, higher direct fund expense, higher general and administration expense, and approximately $22 million of expense associated with the strategic repositioning of the active equity platform,lower operating income, partially offset by ~~a restructuring charge recorded in the first quarter of 2016.~~higher salaries and headcount.

~~Employee compensation and benefits expense~~ increased $215 million, or 7%, from the nine months ended September 30, 2016, reflecting higher incentive compensation, higher headcount, and approximately $20 million of severance and accelerated compensation expense associated with the repositioning of the active equity platform.

~~Distribution and servicing costs~~ ~~increased $41 million, or 13%, from the nine months ended September 30, 2016, reflecting higher average AUM and the effect of AUM acquired in the BofA Global Capital Management transaction.~~

Direct fund expense ~~increased $83~~ decreased $41 million from the nine months ended September 30, ~~2016,~~2018, reflecting ~~higher~~the negative impact of markets and foreign exchange movements on average AUM.

General and administration expense increased ~~$68~~$54 million from the nine months ended September 30, ~~2016, reflecting~~2018, primarily due to higher ~~portfolio services and~~product launch costs, technology expense and the impact of foreign exchange remeasurement expense, partially offset by lower contingent consideration fair value adjustments related to prior acquisitions and lower portfolio services, and marketing and promotional expense.

~~As Adjusted. Expense, as adjusted,~~Amortization of intangible assets expense increased ~~$404 million, or 8%, to $5,227~~$33 million from ~~$4,823 million in~~ the nine months ended September 30, ~~2016. The increase in total expense, as adjusted, is driven~~2018, primarily ~~by higher employee compensation and benefit expense, higher direct fund expense, higher general and administration expense and the $22 million expense~~reflecting amortization of intangible assets associated with the ~~repositioning of the active equity platform. The restructuring charge recorded in the first quarter of 2016 has been excluded from the as adjusted results.~~ eFront Transaction.

The summary and reconciliation of ~~U.S.~~ GAAP nonoperating income (expense) to nonoperating income (expense), as adjusted for the three and nine months ended September 30, ~~2017~~2019 and ~~2016~~2018 was as follows:

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
(in millions)	2017			2016			2017			2016			2019			2018			2019		2018
Nonoperating income (expense), GAAP basis⁽¹⁾	$	10		$	1		$	4		$	(72	)	$	(42	)	$	33		$	140	$	(7	)
Less: Net income (loss) attributable to NCI		12			2			31			(2	)		—			(13	)		17		(3	)
Nonoperating income (expense), as adjusted, net of NCI⁽²⁾⁽³⁾	$	(2	)	$	(1	)	$	(27	)	$	(70	)	$	(42	)	$	46		$	123	$	(4	)

The components of nonoperating income (expense), as adjusted, for the three and nine months ended September 30, ~~2017~~2019 and ~~2016~~2018 were as follows:

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
(in millions)	2017			2016			2017			2016			2019			2018			2019			2018
Net gain (loss) on investments⁽¹⁾⁽²⁾
Private equity	$	7		$	2		$	21		$	11		$	6		$	4		$	38		$	10
Real assets		1			2			2			5			12			10			22			24
Other alternatives⁽³⁾		11			9			34			13			3			1			18			5
Other investments⁽⁴⁾		10			16			35			22			—			(3	)		104			(20	)
Subtotal		29			29			92			51			21			12			182			19
Other gains		—			—			5			—
Other gains (losses)⁽⁵⁾														(28	)		51			25			52
Total net gain (loss) on investments⁽¹⁾⁽²⁾		29			29			97			51			(7	)		63			207			71
Interest and dividend income		15			22			35			33			19			29			68			63
Interest expense		(46	)		(52	)		(159	)		(154	)		(54	)		(46	)		(152	)		(138	)
Net interest expense		(31	)		(30	)		(124	)		(121	)		(35	)		(17	)		(84	)		(75	)
Nonoperating income (expense), as adjusted⁽¹⁾⁽²⁾	$	(2	)	$	(1	)	$	(27	)	$	(70	)	$	(42	)	$	46		$	123		$	(4	)

Interest expense for the nine months ended September 30, 2017 included a “make-whole” redemption premium of $14 million related to refinancing the $700 million 6.25% notes, which were repaid prior to their September 2017 maturity.

	GAAP												As Adjusted												GAAP												As Adjusted
	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,						September 30,						September 30,						September 30,						September 30,
(in millions)	2017			2016			2017			2016			2017			2016			2017			2016			2019			2018			2019			2018			2019			2018			2019			2018
Operating income⁽¹⁾	$	1,394		$	1,209		$	3,783		$	3,345		$	1,398		$	1,216		$	3,795		$	3,442		$	1,502		$	1,396		$	4,013		$	4,211		$	1,502		$	1,400		$	4,013		$	4,221
Total nonoperating income (expense)⁽¹⁾⁽²⁾		(2	)		(1	)		(27	)		(70	)		(2	)		(1	)		(27	)		(70	)	$	(42	)	$	46		$	123		$	(4	)	$	(42	)	$	46		$	123		$	(4	)
Income before income taxes⁽²⁾	$	1,392		$	1,208		$	3,756		$	3,275		$	1,396		$	1,215		$	3,768		$	3,372		$	1,460		$	1,442		$	4,136		$	4,207		$	1,460		$	1,446		$	4,136		$	4,217
Income tax expense	$	445		$	333		$	1,090		$	954		$	427		$	361		$	1,074		$	1,010		$	341		$	226		$	961		$	829		$	341		$	232		$	961		$	831
Effective tax rate		32.0	%		27.6	%		29.0	%		29.1	%		30.6	%		29.7	%		28.5	%		30.0	%		23.3	%		15.7	%		23.2	%		19.7	%		23.3	%		16.0	%		23.2	%		19.7	%

2019. The nine months ended September 30, 2019 income tax expense included a discrete tax benefit of $22 million related to stock-based compensation awards that vested in 2019.

~~2017.~~ 2018.The three and nine months ended September 30, ~~2017~~2018 income tax expense ~~(GAAP)~~ reflected ~~net noncash expense~~$90 million of ~~$19 million~~discrete tax benefits, primarily related to changes in the ~~revaluation of certain deferred income tax liabilities as a result of domestic state and local tax changes.~~

Company’s organizational entity structure. The nine months ended September 30, ~~2017~~2018 income tax expense ~~(GAAP)~~ also included ~~an $81 million~~a discrete tax benefit ~~reflecting the adoption~~ of ~~new accounting guidance~~$58 million related to stock-based compensation awards that vested in ~~the first quarter of 2017. See Note 2,~~ ~~Significant Accounting Policies, for further information.~~2018.

The as adjusted effective tax rate of 30.6% and 28.5% for the three and nine months ended September 30, 2017, respectively, excluded the net noncash expense of $19 million mentioned above as it will not have a cash flow impact and to ensure comparability among periods presented.

~~2016.~~ ~~The three and nine months ended September 30, 2016 income tax expense (GAAP) reflected:~~

The as adjusted effective tax rate of 29.7% and 30.0% for the three and nine months ended September 30, 2016, respectively, excluded the net noncash benefit of $26 million mentioned above, as it will not have a cash flow impact and to ensure comparability among periods presented.

The following table presents a reconciliation of the condensed consolidated statement of financial condition presented on a GAAP basis to the condensed consolidated statement of financial condition, excluding the impact of separate account assets and separate account collateral held under securities lending agreements (directly related to lending separate account securities) and separate account liabilities and separate account collateral liabilities under securities lending agreements and consolidated sponsored investment ~~funds, including consolidated VIEs.~~products.

The Company presents the as adjusted balance sheet as additional information to enable investors to exclude certain assets that have equal and offsetting liabilities or noncontrolling interests that ultimately do not have an impact on stockholders’ equity or cash flows. Management views the as adjusted balance sheet, a non-GAAP financial measure, as an economic presentation of the Company’s total assets and liabilities; however, it does not advocate that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Separate Account Assets and Liabilities and Separate Account Collateral Held under Securities Lending Agreements

Separate account assets are maintained by BlackRock Life Limited, a wholly owned subsidiary of the Company that is a registered life insurance company in the United Kingdom, and represent segregated assets held for purposes of funding individual and group pension contracts. The Company records equal and offsetting separate account liabilities. The separate account assets are not available to creditors of the Company and the holders of the pension contracts have no recourse to the Company’s assets. The net investment income attributable to separate account assets accrues directly to the contract owners and is not reported on the condensed consolidated statements of income. While BlackRock has no economic interest in these assets or liabilities, BlackRock earns an investment advisory fee for the service of managing these assets on behalf of its clients.

In addition, the Company records on its condensed consolidated statements of financial condition the separate account collateral received under BlackRock Life Limited securities lending arrangements as its own asset in addition to an equal and offsetting separate account collateral liability for the obligation to return the collateral. The collateral is not available to creditors of the Company and the borrowers under the securities lending arrangements have no recourse to the Company’s assets.

The Company consolidates certain sponsored investment ~~funds~~products accounted for as voting rights entities (“VREs”) and VIEs, (collectively, “Consolidated Sponsored Investment ~~Funds”~~Products”). See Note 2, Significant Accounting Policies, in the notes to the consolidated financial statements contained in the ~~2016~~2018 Form 10-K for more information on the Company’s consolidation policy.

The Company cannot readily access cash and cash equivalents or other assets held by Consolidated Sponsored Investment ~~Funds~~Products to use in its operating activities. In addition, the Company cannot readily sell investments held by Consolidated Sponsored Investment ~~Funds~~Products in order to obtain cash for use in the Company’s operations.

	September 30, 2017									September 30, 2019
(in millions)	GAAP Basis		Separate Account Assets/ Collateral⁽¹⁾		Consolidated Sponsored Investment Funds⁽²⁾			As Adjusted		GAAP Basis		Separate Account Assets/ Collateral⁽¹⁾		Consolidated Sponsored Investment Products⁽²⁾			As Adjusted
Assets
Cash and cash equivalents	$	6,165	$	—	$	63		$	6,102	$	4,476	$	—	$	11		$	4,465
Accounts receivable		3,183		—		—			3,183		3,026		—		—			3,026
Investments		1,928		—		28			1,900		2,117		—		45			2,072
Assets of consolidated VIEs:
Cash and cash equivalents		82		—		82			—		131		—		131			—
Investments		1,286		—		238			1,048		2,898		—		1,234			1,664
Other assets		46		—		46			—		54		—		54			—
Separate account assets and collateral held under securities lending agreements		175,369		175,369		—			—		114,200		114,200		—			—
Other assets⁽³⁾		1,882		—		8			1,874		4,011		—		(7	)		4,018
Subtotal		189,941		175,369		465			14,107		130,913		114,200		1,468			15,245
Goodwill and intangible assets, net		30,626		—		—			30,626		32,959		—		—			32,959
Total assets	$	220,567	$	175,369	$	465		$	44,733	$	163,872	$	114,200	$	1,468		$	48,204
Liabilities
Accrued compensation and benefits	$	1,614	$	—	$	—		$	1,614	$	1,500	$	—	$	—		$	1,500
Accounts payable and accrued liabilities		1,652		—		—			1,652		1,252		—		—			1,252
Liabilities of consolidated VIEs		319		—		319			—		716		—		716			—
Borrowings		5,000		—		—			5,000		5,932		—		—			5,932
Separate account liabilities and collateral liabilities under securities lending agreements		175,369		175,369		—			—		114,200		114,200		—			—
Deferred income tax liabilities⁽⁴⁾		4,966		—		—			4,966		3,792		—		—			3,792
Other liabilities		1,230		—		(229	)		1,459		2,876		—		(445	)		3,321
Total liabilities		190,150		175,369		90			14,691		130,268		114,200		271			15,797
Equity
Total stockholders’ equity		30,042		—		—			30,042		32,407		—		—			32,407
Noncontrolling interests		375		—		375			—		1,197		—		1,197			—
Total equity		30,417		—		375			30,042		33,604		—		1,197			32,407
Total liabilities and equity	$	220,567	$	175,369	$	465		$	44,733	$	163,872	$	114,200	$	1,468		$	48,204

The following discussion summarizes the significant changes in assets and liabilities on a GAAP basis. Please see the condensed consolidated statements of financial condition as of September 30, ~~2017~~2019 and December 31, ~~2016~~2018 contained in Part I, Item 1 of this filing. The discussion does not include changes related to assets and liabilities that are equal and offsetting and have no impact on BlackRock’s stockholders’ equity.

Assets. Cash and cash equivalents at September 30, ~~2017~~2019 and December 31, ~~2016~~2018 included ~~$73~~$11 million and ~~$53~~$59 million, respectively, of cash held by consolidated VREs (see Liquidity and Capital Resources for details on the change in cash and cash equivalents during the nine months ended September 30, ~~2017)~~2019).

Accounts receivable at September 30, ~~2017~~2019 increased ~~$833~~$369 million from December 31, ~~2016~~2018, primarily due to higher base fees, technology services and performance fee receivables. Investments were $2,117 million at September 30, 2019 (for more information see Investments herein). Goodwill and intangible assets increased $1,594 million from December 31, 2018, primarily due to the eFront Transaction, partially offset by amortization of intangible assets. Other assets (including operating lease right-of-use (“ROU”) assets and property and equipment) increased $1,240 million from December 31, 2018, primarily due to the recognition of the operating lease ROU assets related to the adoption of the new lease accounting guidance and an increase in certain strategic investments, unit trust receivables (substantially offset by an increase in unit trust payables recorded within ~~accounts payable and accrued~~other liabilities) ~~and higher BlackRock mutual funds,~~ ~~iShares~~ ~~ETFs and performance fee receivables. Investments were $1,928 million at September 30, 2017 (for more information see~~ ~~Investments~~ ~~herein). Goodwill and intangible assets increased $145 million from December 31, 2016, primarily due to the First Reserve Transaction and Cachematrix Transaction, partially offset by~~ ~~$77 million of amortization of intangible assets.~~ ~~Other assets (including property and equipment) increased $258 million from December 31, 2016, primarily related to an increase in current taxes receivable, certain strategic investments~~ and other assets.

Liabilities. Accrued compensation and benefits at September 30, ~~2017~~2019 decreased ~~$266~~$488 million from December 31, ~~2016,~~2018, primarily due to ~~2016~~2018 incentive compensation cash payments in the first quarter of ~~2017,~~2019, partially offset by ~~2017~~2019 incentive compensation accruals. ~~Accounts payable and accrued~~Other liabilities ~~at September 30, 2017~~ increased ~~$558~~$987 million from December 31, ~~2016~~2018, primarily due to the recognition of the operating lease liabilities related to the adoption of the new lease accounting guidance and higher unit trust payables (substantially offset by an increase in unit trust receivables recorded within ~~accounts receivable).~~

other assets), partially offset by contingent liability payments in connection with certain prior acquisitions. Net deferred income tax liabilities at September 30, ~~2017~~2019 increased ~~$126~~$221 million ~~partially~~from December 31, 2018, primarily due to the effects of temporary differences associated with the eFront Transaction, stock-based compensation and intangibles. The change also reflects the revaluation of certain deferred income tax liabilities as a result of domestic state and local tax changes. Other liabilities increased $223 million from December 31, 2016, primarily related to an increase in contingent liabilities related to the First Reserve Transaction, uncertain tax positions, and other operating liabilities.investment income.

The Company’s investments and investments of consolidated VIEs (collectively, “Total Investments”) were ~~$1,928~~$2,117 million and ~~$1,286~~$2,898 million, respectively, at September 30, ~~2017.~~2019. Total Investments include consolidated investments held by sponsored investment ~~funds~~products accounted for as VREs and VIEs. Management reviews BlackRock’s Total Investments on an “economic” basis, which eliminates the portion of Total Investments that does not impact BlackRock’s book value or net income attributable to BlackRock. BlackRock’s management does not advocate that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

The Company presents Total Investments, as adjusted, to enable investors to understand the portion of Total Investments that is owned by the Company, net of NCI, as a gauge to measure the impact of changes in net nonoperating income (expense) on investments to net income (loss) attributable to BlackRock.

The Company further presents net “economic” investment exposure, net of deferred compensation investments and hedged investments, to reflect another helpful measure for investors. The economic impact of Total Investments held pursuant to deferred compensation arrangements is offset by a change in compensation expense. The impact of certain investments is substantially mitigated by swap hedges. Carried interest capital allocations are excluded as there is no impact to BlackRock’s stockholders’ equity until such amounts are realized as performance fees. Finally, the Company’s regulatory investment in Federal Reserve Bank stock, which is not subject to market or interest rate risk, is excluded from the Company’s net economic investment exposure.

	September 30,			December 31,			September 30,			December 31,
(in millions)	2017			2016			2019			2018
Investments, GAAP	$	1,928		$	1,595		$	2,117		$	1,796
Investments held by consolidated VIEs, GAAP		1,286			1,008			2,898			2,680
Total Investments		3,214			2,603			5,015			4,476
Investments held by consolidated VIEs		(1,286	)		(1,008	)		(2,898	)		(2,680	)
Net interest in consolidated VIEs⁽¹⁾								1,664			1,661
Investments held by consolidated VREs		(507	)		(465	)		(503	)		(524	)
Net interest in consolidated VREs		479			444			458			448
Net interest in consolidated VIEs⁽¹⁾		1,048			840
Total Investments, as adjusted		2,948			2,414			3,736			3,381
Federal Reserve Bank stock		(90	)		(89	)		(93	)		(92	)
Deferred compensation investments		(58	)		(66	)		(22	)		(34	)
Hedged investments		(538	)		(614	)		(533	)		(483	)
Carried interest (VIEs/VREs)		(280	)		(126	)		(458	)		(387	)
Total “economic” investment exposure	$	1,982		$	1,519		$	2,630		$	2,385

The following table represents the carrying value of the Company’s economic investment exposure, by asset type, at September 30, ~~2017~~2019 and December 31, ~~2016:~~2018:

	September 30,		December 31,		September 30,		December 31,
(in millions)	2017		2016		2019		2018
Private equity	$	333	$	334	$	361	$	305
Real assets		304		94		345		377
Other alternatives⁽¹⁾		254		245		248		199
Other investments⁽²⁾		1,091		846		1,676		1,504
Total “economic” investment exposure	$	1,982	$	1,519	$	2,630	$	2,385

As adjusted investment activity for the nine months ended September 30, ~~2017~~2019 was as follows:

(in millions)				Nine Months Ended September 30, 2019
Total Investments, as adjusted, December 31, 2016	$	2,414
Purchases/capital contributions		830
Total Investments, as adjusted, beginning balance				$	3,381
Purchases/capital contributions/acquisitions					709
Sales/maturities		(603	)		(522	)
Distributions⁽¹⁾		(67	)		(123	)
Market appreciation(depreciation)/earnings from equity method investments		183			249
Carried interest capital allocations/(distributions)/acquired		154
Carried interest capital allocations/(distributions)					71
Other		37			(29	)
Total Investments, as adjusted, September 30, 2017	$	2,948
Total Investments, as adjusted, ending balance				$	3,736

BlackRock Cash Flows Excluding the Impact of Consolidated Sponsored Investment ~~Funds~~Products

The condensed consolidated statements of cash flows include the cash flows of the Consolidated Sponsored Investment ~~Funds.~~Products. The Company uses an adjusted cash flow statement, which excludes the impact of Consolidated Sponsored Investment ~~Funds,~~Products, as a supplemental non-GAAP measure to assess liquidity and capital requirements. The Company believes that its cash flows, excluding the impact of the Consolidated Sponsored Investment ~~Funds,~~Products, provide investors with useful information on the cash flows of BlackRock relating to its ability to fund additional operating, investing and financing activities. BlackRock’s management does not advocate that investors consider such non-GAAP measures in isolation from, or as a substitute for, its cash flows presented in accordance with GAAP.

The following table presents a reconciliation of the condensed consolidated statements of cash flows presented on a GAAP basis to the condensed consolidated statements of cash flows, excluding the impact of the cash flows of Consolidated Sponsored Investment ~~Funds:~~Products:

Sources of BlackRock’s operating cash primarily include investment advisory, administration fees and securities lending revenue, performance fees, ~~revenue from~~ technology ~~and risk management~~ services revenue, advisory and other revenue and distribution fees. BlackRock uses its cash to pay all operating expense, interest and principal on borrowings, income taxes, dividends on BlackRock’s capital stock, repurchases of the Company’s stock, acquisitions, capital expenditures and purchases of co-investments and seed investments.

For details of the Company’s GAAP cash flows from operating, investing and financing activities, see the ~~Condensed Consolidated Statements~~condensed consolidated statements of ~~Cash Flows~~cash flows contained in Part I, Item 1 of this filing.

Cash flows ~~from~~provided by operating activities, excluding the impact of Consolidated Sponsored Investment ~~Funds,~~Products, primarily include the receipt of investment advisory and administration fees, securities lending revenue and performance fees offset by the payment of operating expenses incurred in the normal course of business, including year-end incentive compensation accrued for in the prior year.

Cash ~~outflows from~~flows used in investing activities, excluding the impact of Consolidated Sponsored Investment ~~Funds,~~Products, for the nine months ended September 30, ~~2017~~2019 were ~~$438~~$2,011 million and primarily reflected ~~$404~~$1.5 billion of cash outflow related to the eFront Transaction, $572 million of investment purchases ~~$100~~and $160 million of purchases of property and equipment, ~~$73 million related to the First Reserve Transaction and $29 million related to the Cachematrix Transaction,~~ partially offset by ~~$142~~$151 million of net proceeds from sales and maturities of certain investments.

Cash ~~outflows from~~flows used in financing activities, excluding the impact of Consolidated Sponsored Investment ~~Funds,~~Products, for the nine months ended September 30, ~~2017~~2019 were ~~$2,407~~$2,378 million, primarily resulting from ~~$1,133 million~~$1.9 billion of share repurchases, including ~~$825~~$400 million in open market transactions, a $1.3 billion private transaction and ~~$308~~$238 million of employee tax withholdings related to employee stock transactions, ~~$1,259 million~~and $1.6 billion of cash dividend payments, ~~and $700 million of repayments of long-term borrowings,~~ partially offset by ~~$697~~$992 million of proceeds from ~~issuance of~~ long-term borrowings.

The Company manages its financial condition and funding to maintain appropriate liquidity for the business. Liquidity resources at September 30, ~~2017~~2019 and December 31, ~~2016~~2018 were as follows:

	September 30,			December 31,			September 30,			December 31,
(in millions)	2017			2016			2019			2018
Cash and cash equivalents⁽¹⁾	$	6,165		$	6,091		$	4,476		$	6,302
Cash and cash equivalents held by consolidated VREs⁽²⁾		(73	)		(53	)		(11	)		(59	)
Subtotal		6,092			6,038			4,465			6,243
Credit facility – undrawn		4,000			4,000			4,000			4,000
Total liquidity resources⁽³⁾	$	10,092		$	10,038		$	8,465		$	10,243

Total liquidity resources ~~increased $54~~decreased $1,778 million during the nine months ended September 30, ~~2017,~~2019, primarily reflecting cash ~~flows from operating activities, partially offset by cash~~ payments of ~~2016~~2018 year-end incentive awards, share repurchases of ~~$1,133 million~~$1.9 billion, reflecting the impact of a $1.3 billion private transaction, approximately $1.5 billion of cash outflow related to the eFront Transaction, and cash dividend payments of ~~$1,259 million.~~$1.6 billion, partially offset by $992 million of proceeds from long-term borrowings and cash flows from other operating activities.

A significant portion of the Company’s ~~$2,948~~$3,736 million of Total Investments, as adjusted, is illiquid in nature and, as such, cannot be readily convertible to cash.

Share Repurchases. In January ~~2017,~~2019, the Board of Directors ~~approved~~authorized the repurchase of an ~~increase in the~~additional seven million shares ~~that may be repurchased~~ under the Company’s existing share repurchase program ~~to allow for the repurchase of an additional 6 million shares~~ for a total up to 9approximately 9.9 million shares of BlackRock common stock.

~~The~~During the nine months ended September 30, 2019, the Company repurchased ~~2.1~~4.0 million common shares ~~in open market transactions~~ under the share repurchase program for approximately ~~$825 million during~~$1.7 billion, including a $1.3 billion private transaction that closed on March 25, 2019. The Company has completed its targeted level of share repurchases for the ~~nine months ended September 30, 2017.~~year, but will remain opportunistic should relative valuation opportunities arise. At September 30, ~~2017,~~2019, there were ~~6.9~~5.9 million shares still authorized to be repurchased.

Net Capital Requirements. The Company is required to maintain net capital in certain regulated subsidiaries within a number of jurisdictions, which is partially maintained by retaining cash and cash equivalent investments in those subsidiaries or jurisdictions. As a result, such subsidiaries of the Company may be restricted in their ability to transfer cash between different jurisdictions and to their parents. Additionally, transfers of cash between international jurisdictions ~~including repatriation to the United States,~~ may have adverse tax consequences that could discourage such transfers.

BlackRock Institutional Trust Company, N.A. (“BTC”) is chartered as a national bank that does not accept ~~client~~ deposits or make commercial loans and whose powers are limited to trust and other fiduciary activities. BTC provides investment management and other fiduciary services, including investment advisory and securities lending agency services, to institutional clients. BTC is subject to regulatory capital and liquid asset requirements administered by the Office of the Comptroller of the Currency.

At both September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Company was required to maintain approximately ~~$1.7~~$1.8 billion ~~and $1.4 billion, respectively,~~ in net capital in certain regulated subsidiaries, including BTC, entities regulated by the Financial Conduct Authority and Prudential Regulation Authority in the United Kingdom, and the Company’s broker-dealers. The Company was in compliance with all applicable regulatory net capital requirements.

~~2017~~2019 Revolving Credit Facility. The Company’s credit facility has an aggregate commitment amount of $4.0 billion and was amended in ~~April 2017~~March 2019 to extend the maturity date to ~~April 2022~~March 2024 (the ~~“2017~~“2019 credit facility”). The ~~2017~~2019 credit facility permits the Company to request up to an additional $1.0 billion of borrowing capacity, subject to lender credit approval, increasing the overall size of the ~~2017~~2019 credit facility to an aggregate principal amount not to exceed $5.0 billion. Interest on borrowings outstanding accrues at a rate based on the applicable London Interbank Offered Rate plus a spread. The ~~2017~~2019 credit facility requires the Company not to exceed a maximum leverage ratio (ratio of net debt to earnings before interest, taxes, depreciation and amortization, where net debt equals total debt less unrestricted cash) of 3 to 1, which was satisfied with a ratio of less than 1 to 1 at September 30, ~~2017.~~2019. The ~~2017~~2019 credit facility provides back-up liquidity to fund ongoing working capital for general corporate purposes and various investment opportunities. At September 30, ~~2017,~~2019, the Company had no amount outstanding under the ~~2017~~ credit facility.

At September 30, ~~2017,~~2019, the principal amount of long-term borrowings outstanding was ~~$5.0~~$6.0 billion. See Note ~~12,~~ 13, Borrowings, in the ~~2016~~2018 Form 10-K for more information on borrowings outstanding as of December 31, ~~2016.~~

In March 2017, the Company issued $700 million in aggregate principal amount of 3.20% senior unsecured and unsubordinated notes maturing on March 15, 2027 (the “2027 Notes”). Interest is payable semi-annually on March 15 and September 15 of each year, commencing September 15, 2017, and is approximately $22 million per year. The 2027 Notes may be redeemed prior to maturity at any time in whole or in part at the option of the Company at a “make-whole” redemption price. The unamortized discount and debt issuance costs are being amortized over the remaining term of the 2027 Notes.

~~In April 2017, the net proceeds of the 2027 Notes were used to fully repay $700 million in aggregate principal amount outstanding of 6.25% notes prior to their maturity in September 2017.~~2018.

During the nine months ended September 30, ~~2017,~~2019, the Company paid approximately ~~$149~~$121 million of interest on long-term borrowings. Future principal repayments and interest requirements at September 30, ~~2017~~2019 were as follows:

(in millions)
Year	Principal		Interest		Total Payments		Principal		Interest		Total Payments
Remainder of 2017	$	—	$	54	$	54
2018		—		175		175
2019		1,000		175		1,175
Remainder of 2019							$	1,000	$	70	$	1,070
2020		—		125		125		—		157		157
2021		750		109		859		750		141		891
2022		750		80		830		750		112		862
2023								—		99		99
2024								1,000		82		1,082
Thereafter⁽¹⁾		2,528		184		2,712		2,463		212		2,675
Total	$	5,028	$	902	$	5,930	$	5,963	$	873	$	6,836

In April 2019, the Company issued $1.0 billion in aggregate principal amount of 3.25% senior unsecured and unsubordinated notes maturing on April 30, 2029 (the “2029 Notes”). Interest is payable semi-annually on April 30 and October 30 of each year, commencing October 30, 2019, and is approximately $33 million per year. The 2029 Notes may be redeemed prior to January 30, 2029 in whole or in part at any time, at the option of the Company, at a “make-whole” redemption price or at par thereafter. The unamortized discount and debt issuance costs are being amortized over the remaining term of the 2029 Notes.

Investment Commitments. At September 30, ~~2017,~~2019, the Company had ~~$328~~$533 million of various capital commitments to fund sponsored investment ~~funds,~~products, including consolidated VIEs. These funds include private equity funds, real assets funds and opportunistic funds. This amount excludes additional commitments made by consolidated funds of funds to underlying third-party funds as third-party noncontrolling interest holders have the legal obligation to fund the respective commitments of such funds of funds. Generally, the timing of the funding of these commitments is unknown and the commitments are callable on demand at any time prior to the expiration of the commitment. These unfunded commitments are not recorded on the condensed consolidated statements of financial condition. These commitments do not include potential future commitments approved by the Company that are not yet legally binding. The Company intends to make additional capital commitments from time to time to fund additional investment products for, and with, its clients.

~~Lease Commitment.~~ ~~In May 2017, the Company entered into an agreement with 50 HYMC Owner LLC, for the lease of approximately 847,000 square feet of office space located at 50 Hudson Yards, New York, New York.~~ ~~The term of the lease is twenty years from the date that rental payments begin, expected to occur in May 2023, with the option to renew for a specified term.~~

~~Future minimum commitments of annual base rental payments under this operating lease are as follows:~~

Carried Interest Clawback. As a general partner in certain investment ~~funds,~~products, including private equity partnerships and certain hedge funds, the Company may receive carried interest cash distributions from the partnerships in accordance with distribution provisions of the partnership agreements. The Company may, from time to time, be required to return all or a portion of such distributions to the limited partners in the event the limited partners do not achieve a return as specified in the various partnership agreements. Therefore, BlackRock records carried interest subject to such clawback provisions in Total Investments, or cash/cash of consolidated VIEs to the extent that it is distributed, and as a deferred carried interest liability/other liabilities of consolidated VIEs on its condensed consolidated statements of financial condition. Carried interest is recorded as performance fees on BlackRock’s condensed consolidated statements of income ~~upon the earlier of the termination of the investment fund or~~ when the ~~likelihood~~fees are no longer probable of ~~clawback is considered mathematically improbable.~~significant reversal.

Indemnifications. On behalf of certain clients, the Company lends securities to highly rated banks and broker-dealers. In these securities lending transactions, the borrower is required to provide and maintain collateral at or above regulatory minimums. Securities on loan are marked to market daily to determine if the borrower is required to pledge additional collateral. BlackRock has issued certain indemnifications to certain securities lending clients against potential loss resulting from a borrower’s failure to fulfill its obligations under the securities lending agreement should the value of the collateral pledged by the borrower at the time of default be insufficient to cover the borrower’s obligation under the securities lending agreement. At September 30, ~~2017,~~2019, the Company indemnified certain of its clients for their securities lending loan balances of approximately ~~$197.6~~$211 billion. The Company held, as agent, cash and securities totaling ~~$210.6~~$225 billion as collateral for indemnified securities on loan at September 30, ~~2017.~~2019. The fair value of these indemnifications was not material at September 30, ~~2017.~~2019.

While the collateral pledged by a borrower is intended to be sufficient to offset the borrower’s obligations to return securities borrowed and any other amounts owing to the lender under the relevant securities lending agreement, in the event of a borrower default, the Company can give no assurance that the collateral pledged by the borrower will be sufficient to fulfill such obligations. If the amount of such pledged collateral is not sufficient to fulfill such obligations to a client for whom the Company has provided indemnification, BlackRock would be responsible for the amount of the shortfall. These indemnifications cover only the collateral shortfall described above, and do not in any way guarantee, assume or otherwise insure the investment performance or return of any cash collateral vehicle into which securities lending cash collateral is invested.

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expense during the reporting periods. Actual results could differ significantly from those estimates. Management considers the following critical accounting policies important to understanding the condensed consolidated financial statements. For a summary of these and additional accounting policies see Note 2, Significant Accounting Policies, in the notes to the condensed consolidated financial statements, ~~contained in Part I, Item 1~~including information regarding the adoption of ~~this filing and~~ Accounting Standards Update 2016-02, Leases. In addition, see Critical Accounting Policies in Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~in the 2016 Form 10-K~~ and Note 2, Significant Accounting Policies, in the ~~2016~~2018 Form 10-K for further information.

Consolidation. In the normal course of business, the Company is the manager of various types of sponsored investment vehicles. The Company performs an analysis for investment products to determine if the product is a VIE or a VRE. Assessing whether an entity is a VIE or a VRE involves judgment and analysis. Factors considered in this assessment include the entity’s legal organization, the entity’s capital structure and equity ownership, and any related party or de facto agent implications of the Company’s involvement with the entity. Investments that are determined to be VREs are consolidated if the Company can exert control over the financial and operating policies of the investee, which generally exists if there is greater than 50% voting interest. See Note 4, 6, Consolidated Voting Rights Entities, in the notes to the condensed consolidated financial statements for more information. Investments that are determined to be VIEs are consolidated if the Company is the primary beneficiary (“PB”) of the entity.

~~At September 30, 2017,~~ BlackRock ~~was determined to be the PB for certain investment funds that were determined to be VIEs, which required BlackRock to consolidate them. BlackRock was~~is deemed to be the PB ~~because~~of a VIE if it has the power to direct the activities that most significantly impact the entities’ economic performance and has the obligation to absorb losses or the right to receive benefits that potentially could be significant to the VIE. The Company generally consolidates VIEs in which it holds an equity ownership interest of 10% or greater and deconsolidates such VIEs once equity ownership falls below 10%. See Note 5, 7, Variable Interest Entities, in the notes to the condensed consolidated financial statements for more information.

Fair Value Measurements. The Company’s assessment of the significance of a particular input to the fair value measurement according to the fair value hierarchy (i.e., Level 1, 2 and 3 inputs, as defined) in its entirety requires judgment and considers factors specific to the financial instrument. See Note 2, Significant Accounting Policies, in the notes to the condensed consolidated financial statements for more information on fair value measurements.

Leases. The Company determines if a contract is a lease or contains a lease at inception. The identification of whether a contract contains a lease requires judgment, including determining whether there are identified assets in the contract and whether the Company has control over such identified assets.

Fixed lease payments are included in ROU assets and lease liabilities on the condensed consolidated statement of financial condition.The Company recognizes ROU assets and lease liabilities based on the present value of the future lease payments over the lease term at the commencement date discounted using the Company’s incremental borrowing rate (“IBR”). Management judgment is required in determining the Company’s IBR, including assessing the Company’s credit rating using various financial metrics, including revenue, operating margin and revenue growth, and, as appropriate, performing market analysis of yields on publicly traded bonds (secured or unsecured) of comparable companies. See Note 2, Significant Accounting Policies, in the notes to the condensed consolidated financial statements for more information on leases.

Investment Advisory Performance Fees / Carried Interest. The Company receives investment advisory performance fees, orincluding incentive allocations (carried interest) from certain actively managed investment funds and certain separately managed accounts. These performance fees are dependent upon exceeding specified relative or absolute investment return ~~thresholds. Such fees are recorded upon completion of the measurement period,~~thresholds, which ~~varies~~may vary by product or account, and ~~could be~~include monthly, quarterly, ~~annually~~annual or ~~longer.~~longer measurement periods.

Performance fees, including carried interest, are recognized when it is determined that they are no longer probable of significant reversal (such as upon the sale of a fund’s investment or when the amount of AUM becomes known as of the end of a specified measurement period). Given the unique nature of each fee arrangement, contracts with customers are evaluated on an individual basis to determine the timing of revenue recognition. Significant judgement is involved in making such determination. Performance fees typically arise from investment management services that began in prior reporting periods. Consequently, a portion of the fees the Company recognizes may be partially related to the services performed in prior periods that meet the recognition criteria in the current period. At each reporting date, the Company considers various factors in estimating performance fees to be recognized, including carried interest. These factors include but are not limited to whether: (1) the fees are dependent on the market and thus are

highly susceptible to factors outside the Company’s influence; (2) the fees have a large number and a broad range of possible amounts; and (3) the funds or separately managed accounts have the ability to invest or reinvest their sales proceeds.

~~In addition, the~~The Company is allocated carried interest from certain alternative investment products upon exceeding performance thresholds. ~~BlackRock~~The Company may be required to reverse/return all, or part, of such carried interest ~~allocations~~allocations/distributions depending upon future performance of these funds. ~~Therefore, BlackRock records carried~~Carried interest subject to such clawback provisions is recorded in ~~Total Investments,~~investments/investments of consolidated VIEs or cash/cash of consolidated VIEs to the extent that it is distributed, on its condensed consolidated statements of financial condition. ~~Carried interest is recorded as performance fee revenue upon the earlier of the termination of the investment fund or when the likelihood of clawback is considered mathematically improbable.~~

The Company records a liability for deferred carried interest ~~liability~~ to the extent it receives cash or capital allocations related to carried interest prior to meeting the revenue recognition criteria. At September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Company had ~~$303~~$388 million and ~~$152~~$293 million, respectively, of deferred carried interest recorded in other liabilities/other liabilities of consolidated VIEs on the condensed consolidated statements of financial condition. A portion of the deferred carried interest ~~liability will~~may also be paid to certain employees. The ultimate timing of the recognition of performance fee revenue and related compensation expense, if any, for these products is unknown.

~~The following table presents~~ SeeNote 15, Revenue, in the notes to the condensed consolidated financial statements for detailed changes in the deferred carried interest liability ~~(including the portion related to consolidated VIEs)~~balance for the three and nine months ended September 30, ~~2017~~2019 and ~~2016:~~

~~Revenue from Contracts with Customers.~~ ~~In May 2014, the FASB issued ASU 2014-09,~~ ~~Revenue from Contracts with Customers~~ (“ASU 2014-09”). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance also changes the accounting for certain contract costs and revises the criteria for determining if an entity is acting as a principal or agent in certain arrangements. The Company continues to evaluate the impact of ASU 2014-09 on the presentation and recognition of its revenue contracts and certain contract costs. The most significant change identified to date relates to the presentation of certain distribution costs, which are currently presented net against revenues (contra-revenue) and will likely be presented as an expense on a gross basis. The Company currently expects such net gross up to annual revenue to be approximately $1 billion with a corresponding gross up to annual expense. Consequently, the Company expects its GAAP operating margin to decline upon adoption of the new guidance due to the gross up of revenue. However, it currently does not expect any material impact to its as adjusted operating margin. The Company is currently evaluating which transition method it will apply when it adopts the new revenue recognition guidance in the first quarter of 2018.

For accounting pronouncements that the Company adopted during the nine months ended September 30, ~~2017 and for additional recent accounting pronouncements not yet adopted,~~2019, see Note 2, Significant Accounting Policies, in the notes to the condensed consolidated financial ~~statements contained in Part I, Items 1 of this filing.~~statements.

AUM Market Price Risk.BlackRock’s investment advisory and administration fees are primarily comprised of fees based on a percentage of the value of AUM and, in some cases, performance fees expressed as a percentage of the returns realized on AUM. At September 30, ~~2017,~~2019, the majority of the Company’s investment advisory and administration fees were based on average or period end AUM of the applicable investment funds or separate accounts. Movements in equity market prices, interest rates/credit spreads, foreign exchange rates or all three could cause the value of AUM to decline, which would result in lower investment advisory and administration fees.

Corporate Investments Portfolio Risks. As a leading investment management firm, BlackRock devotes significant resources across all of its operations to identifying, measuring, monitoring, managing and analyzing market and operating risks, including the management and oversight of its own investment portfolio. The Board of Directors of the Company has adopted guidelines for the review of investments to be made by the Company, requiring, among other things, that investments be reviewed by certain senior officers of the Company, and that certain investments may be referred to the Audit Committee or the Board of Directors, depending on the circumstances, for approval.

In the normal course of its business, BlackRock is exposed to equity market price risk, interest rate/credit spread risk and foreign exchange rate risk associated with its corporate investments.

BlackRock has investments primarily in sponsored investment products that invest in a variety of asset classes, including real assets, private equity and hedge funds. Investments generally are made for co-investment purposes, to establish a performance track record, to hedge exposure to certain deferred compensation plans or for regulatory purposes. Currently, the Company has a seed capital hedging program in which it enters into swaps to hedge market and interest rate exposure to certain investments. At September 30, ~~2017,~~2019, the Company had outstanding total return swaps with an aggregate notional value of approximately ~~$538~~$533 million. At September 30, ~~2017,~~2019, there were no outstanding interest rate swaps.

At September 30, ~~2017,~~2019, approximately ~~$1.8~~$3.4 billion of BlackRock’s Total Investments were maintained in consolidated sponsored investment funds accounted for as VREs and VIEs. Excluding the impact of the Federal Reserve Bank stock, carried interest, investments made to hedge exposure to certain deferred compensation plans and certain investments that are hedged via the seed capital hedging program, the Company’s economic exposure to its investment portfolio is ~~$1,982~~$2,630 million. See Balance Sheet Overview- Investments and Investments of Consolidated VIEs in Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information on the Company’s Total Investments.

Equity Market Price Risk.At September 30, ~~2017,~~2019, the Company’s net exposure to equity market price risk in its investment portfolio was approximately ~~$816~~$986 million of the Company’s total economic investment exposure. Investments subject to market price risk include private equity and real assets investments, hedge funds and funds of funds as well as mutual funds. The Company estimates that a hypothetical 10% adverse change in market prices would result in a decrease of approximately ~~$81.6~~$99 million in the carrying value of such investments.

Interest Rate/Credit Spread Risk. At September 30, ~~2017,~~2019, the Company was exposed to interest-rate risk and credit spread risk as a result of approximately ~~$1,166~~$1,644 million of Total Investments in debt securities and sponsored investment products that invest primarily in debt securities. Management considered a hypothetical 100 basis point fluctuation in interest rates or credit spreads and estimates that the impact of such a fluctuation on these investments, in the aggregate, would result in a decrease, or increase, of approximately ~~$20.3~~$47 million in the carrying value of such investments.

Foreign Exchange Rate Risk.As discussed above, the Company invests in sponsored investment products that invest in a variety of asset classes. The carrying value of the total economic investment exposure denominated in foreign currencies, primarily the British pound and Euro, was ~~$404~~$689 million at September 30, ~~2017.~~2019. A 10% adverse change in the applicable foreign exchange rates would result in approximately a ~~$40.4~~$69 million decline in the carrying value of such investments.

Other Market Risks. The Company executes forward foreign currency exchange contracts to mitigate the risk of certain foreign exchange risk movements. At September 30, ~~2017,~~2019, the Company had outstanding forward foreign currency exchange contracts with an aggregate notional value of approximately ~~$1.3~~$2.4 billion.

Disclosure Controls and Procedures. Under the direction of BlackRock’s Chief Executive Officer and Chief Financial Officer, BlackRock evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, BlackRock’s Chief Executive Officer and Chief Financial Officer have concluded that BlackRock’s disclosure controls and procedures were effective.

Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, ~~2017~~2019 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

From time to time, BlackRock receives subpoenas or other requests for information from various ~~U.S.~~US federal and state governmental and ~~domestic~~regulatory authorities and international governmental and regulatory authorities in connection with ~~certain~~ industry-wide or other investigations or proceedings. It is BlackRock’s policy to cooperate fully with such ~~inquiries.~~matters. The Company, ~~and~~ certain of its subsidiaries and employees have been named as defendants in various legal actions, including arbitrations and other litigation arising in connection with BlackRock’s activities. Additionally, ~~BlackRock advised~~BlackRock-advised investment portfolios may be subject to lawsuits, any of which potentially could harm the investment returns of the applicable portfolio or result in the Company being liable to the portfolios for any resulting damages.

On May 27, 2014, certain ~~purported~~ investors in the BlackRock Global Allocation Fund, Inc. and the BlackRock Equity Dividend Fund (collectively, the “Funds”) filed a consolidated complaint (the “Consolidated Complaint”) in the ~~U.S.~~US District Court for the District of New Jersey against BlackRock Advisors, LLC, BlackRock Investment Management, LLC and BlackRock International Limited under the caption In re BlackRock Mutual Funds Advisory Fee Litigation. ~~The Consolidated Complaint,~~In the lawsuit, which purports to be brought derivatively on behalf of the Funds, ~~alleges~~the plaintiffs allege that the defendants violated Section 36(b) of the Investment Company Act by receiving allegedly excessive investment advisory fees from the Funds. On ~~February 24, 2015,~~June 13, 2018, the ~~same plaintiffs filed another complaint~~court granted in part and denied in part the same court against BlackRock Investment Management, LLC and BlackRock Advisors, LLC. The allegations and legal claims in both complaints are substantially similar, with the new complaint purporting to challenge fees received by defendants afterdefendants’ motion for summary judgment. On July 25, 2018, the plaintiffs ~~filed~~served a pleading that supplemented the time period of their ~~prior complaint. Both complaints seek,~~alleged damages to run through the date of trial. The lawsuit seeks, among other things, to recover on behalf of the Funds all allegedly excessive advisory fees received by the defendants ~~in the~~beginning twelve ~~month period~~months preceding the start of the lawsuit with respect to each ~~lawsuit,~~Fund and ending on the date of judgment, along with purported lost investment returns on those amounts, plus interest. The trial on the remaining issues was completed on August 29, 2018. On February 8, 2019, the court issued an order dismissing the claims in their entirety. The plaintiffs filed a notice of appeal on March 8, 2019, which remains pending. The defendants believe the claims in ~~both lawsuits~~this lawsuit are without ~~merit and intend to vigorously defend the actions. On September 25, 2017, the defendants filed a motion for summary judgment to dismiss the lawsuit.~~

Between November 12, 2015 and November 16, 2015, BlackRock, Inc., BlackRock Realty Advisors, Inc. (“BRA”), BlackRock US Core Property Fund, Inc. (formerly known as BlackRock Granite Property Fund, Inc.) (“Granite Fund”), and certain other Granite Fund related entities (collectively, the “BlackRock Parties”) were named as defendants in thirteen lawsuits filed in the Superior Court of the State of California for the County of Alameda arising out of the June 16, 2015 collapse of a balcony at the Library Gardens apartment complex in Berkeley, California (the “Property”). The Property is indirectly owned by the Granite Fund, which is managed by BRA. The plaintiffs also named as defendants in the lawsuits Greystar, which manages the Property, and certain other non-BlackRock related entities, including the developer of the Property, building contractors and building materials suppliers. The plaintiffs allege, among other things, that the BlackRock Parties were negligent in their ownership, control and maintenance of the Property’s balcony, and seek monetary, including punitive, damages. Additionally, on March 16, 2016, three former tenants of the Library Gardens apartment unit that experienced the balcony collapse sued the BlackRock Parties. The former tenants, who witnessed (but were not physically injured in) the accident make allegations virtually identical to those in the other previously filed actions and claim that, as a result of the collapse, they suffered unspecified emotional damage. Several defendants also filed cross-complaints alleging a variety of claims, including claims against the BlackRock Parties for contribution, negligence, and declaratory relief. BlackRock, Inc. believes the claims against it are without merit and intends to vigorously defend the actions. A trial on all claims is scheduled to begin on February 5, 2018. merit.

April 5, 2011 to the present. The lawsuit generally alleges that the defendants breached their duties towards Plan participants in violation of the Employee Retirement Income Security Act of 1974 by, among other things, offering investment options that were overly expensive, underperformed unaffiliated peer funds, focused disproportionately on active versus passive strategies, and were unduly concentrated ~~with~~in investment options managed by BlackRock. ~~While the complaint does not contain any specific amount in alleged damages, it claims that the purported underperformance and hidden fees cost Plan participants more than $60 million.~~ On October ~~10,~~18, 2017, the plaintiffs filed an Amended Complaint, which, among other things, ~~adds~~added as defendants certain current and former members of the BlackRock Retirement and Investment Committees. The Amended Complaint also ~~includes~~included a new purported class claim on behalf of investors in certain Collective Trust Funds (“CTFs”) managed by BTC. Specifically, the plaintiffs allege that BTC, ~~exercised~~as fiduciary ~~authority over its compensation for~~to the CTFs, engaged in self-dealing by, most significantly, selecting itself as the securities lending ~~services~~agent on terms that the plaintiffs claim were excessive. The Amended Complaint also alleged that BlackRock took undue risks in its management of securities lending cash reinvestment vehicles during the financial crisis. On August 23, 2018, the court granted permission to the ~~CTFs.~~plaintiffs to file a Second Amended Complaint (“SAC”) which added as defendants the BlackRock, Inc. Management Development and Compensation Committee, the Plan’s independent investment consultant and the Plan’s Administrative Committee and its members. On October 22, 2018, BlackRock filed a motion to dismiss the SAC, and on June 3, 2019, the plaintiffs filed a motion seeking to certify both the Plan and the CTF classes. On September 3, 2019, the court granted

BlackRock’s motion to dismiss part of the plaintiffs’ claim seeking to recover alleged losses in the securities lending vehicles, but denied the motion to dismiss in all other respects. Plaintiffs’ motion to certify the Plan and CTF classes remains pending. The defendants believe the claims in this lawsuit are without ~~merit and intend to vigorously defend the action.~~

During the three months ended September 30, ~~2017,~~2019, the Company made the following purchases of its common stock, which is registered pursuant to Section 12(b) of the Exchange Act.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	BLK	New York Stock Exchange
1.250% Notes due 2025	BLK25	New York Stock Exchange

		Page

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Statements of Financial Condition	1

	Condensed Consolidated Statements of Income	2

	Condensed Consolidated Statements of Comprehensive Income	3

	Condensed Consolidated Statements of Changes in Equity	4

	Condensed Consolidated Statements of Cash Flows	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3441

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6573

Item 4.	Controls and Procedures	6674

Item 1.	Legal Proceedings	6775

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6977

Item 6.	Exhibits	7078

	Nine Months Ended September 30, 2019
Lease term and discount rate:
Weighted-average remaining lease term	9	years
Weighted-average discount rate	3	%

	Initial			Revised
	Estimate of			Estimate of
(in millions)	Fair Value			Fair Value
Accounts receivable	$	65		$	65
Finite-lived intangible assets:
Customer relationships⁽²⁾		452			410
Technology-related⁽³⁾		205			203
Trade name⁽⁴⁾		21			13
Goodwill		990			1,031
Other assets		31			31
Deferred income tax liabilities		(194	)		(183	)
Other liabilities assumed		(64	)		(70	)
Total consideration, net of cash acquired	$	1,506		$	1,500

Summary of consideration, net of cash acquired:
Cash paid including settlement of outstanding debt of approximately $0.2 billion	$	1,555		$	1,555
Cash acquired		(49	)		(55	)
Total consideration, net of cash acquired	$	1,506		$	1,500

(in millions)
Year	Amount
2019 (excluding the nine months ended September 30, 2019)	$	14
2020		62
2021		65
2022		69
2023		71
Thereafter		321
Total	$	602

December 31, 2016 (in millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Investments Measured at NAV⁽¹⁾		Other Assets Not Held at Fair Value⁽²⁾		December 31, 2016
Assets:
Investments
Available-for-sale	$	7	$	49	$	24	$	—	$	—	$	80
Held-to-maturity securities		—		—		—		—		51		51
Trading:
Deferred compensation plan mutual funds		59		—		—		—		—		59
Equity/Multi-asset mutual funds		308		—		—		—		—		308
Debt securities / fixed income mutual funds		1		250		7		—		—		258
Total trading		368		250		7		—		—		625
Other investments:
Equity method:
Equity and fixed income mutual funds		323		—		—		5		—		328
Other		—		—		—		394		8		402
Total equity method		323		—		—		399		8		730
Cost method investments		—		—		—		—		91		91
Carried interest		—		—		—		—		18		18
Total investments		698		299		31		399		168		1,595
Separate account assets		109,663		38,542		—		—		884		149,089
Separate account collateral held under securities lending agreements:
Equity securities		22,173		—		—		—		—		22,173
Debt securities		—		5,619		—		—		—		5,619
Total separate account collateral held under securities lending agreements		22,173		5,619		—		—		—		27,792
Investments of consolidated VIEs:
Private / public equity⁽³⁾		3		2		112		89		79		285
Equity securities		278		—		—		—		—		278
Debt securities		—		274		—		—		—		274
Other		—		—		—		63		—		63
Carried interest		—		—		—		—		108		108
Total investments of consolidated VIEs		281		276		112		152		187		1,008
Total	$	132,815	$	44,736	$	143	$	551	$	1,239	$	179,484
Liabilities:
Separate account collateral liabilities under securities lending agreements	$	22,173	$	5,619	$	—	$	—	$	—	$	27,792
Other liabilities⁽⁴⁾		—		7		115		—		—		122
Total	$	22,173	$	5,626	$	115	$	—	$	—	$	27,914

(in millions)	June 30, 2016		Realized and Unrealized Gains (Losses) in Earnings and OCI			Purchases		Sales and Maturities			Issuances and other Settlements			Transfers into Level 3		Transfers out of Level 3		September 30, 2016		Total Net Unrealized Gains (Losses) Included in Earnings⁽¹⁾
Assets:
Investments:
Available-for-sale securities⁽²⁾	$	—	$	—		$	24	$	—		$	—		$	—	$	—	$	24
Trading		3		—			2		—			—			—		—		5
Total investments		3		—			26		—			—			—		—		29
Assets of consolidated VIEs - Private equity		189		11			—		(6	)		—			—		—		194	$	11
Total Level 3 assets	$	192	$	11		$	26	$	(6	)	$	—		$	—	$	—	$	223
Liabilities:
Other liabilities⁽³⁾	$	121	$	(2	)	$	—	$	—		$	(5	)	$	—	$	—	$	118	$	(2	)

	December 31,		Realized and Unrealized Gains (Losses) in Earnings				Sales and			Issuances and other		Transfers into		Transfers out of			September 30,		Total Net Unrealized Gains (Losses) Included in
(in millions)	2015		and OCI		Purchases		Maturities			Settlements⁽¹⁾		Level 3		Level 3			2016		Earnings⁽²⁾
Assets:
Investments
Available-for-sale securities⁽³⁾	$	23	$	—	$	47	$	—		$	—	$	—	$	(46	)	$	24
Trading		2		—		6		—			—		—		(3	)		5
Total investments		25		—		53		—			—		—		(49	)		29
Assets of consolidated VIEs - Private equity		196		13		—		(15	)		—		—		—			194	$	13
Total Level 3 assets	$	221	$	13	$	53	$	(15	)	$	—	$	—	$	(49	)	$	223
Liabilities:
Other liabilities⁽⁴⁾	$	48	$	—	$	—	$	—		$	70	$	—	$	—		$	118	$	—

(in millions)	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Lease cost:
Operating lease cost⁽¹⁾	$	36	$	104
Variable lease cost⁽²⁾		10		28
Total lease cost	$	46	$	132

(in millions)	Statement of Financial Condition Classification	September 30, 2019
Statement of Financial Condition information:
Operating lease ROU assets	Other assets	$	617
Operating lease liabilities	Other liabilities	$	724

(in millions)	Nine Months Ended September 30, 2019
Supplemental cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities	$	105

Supplemental noncash information:
ROU assets in exchange for operating lease liabilities in connection with the adoption of ASU 2016-02	$	661
ROU assets in exchange for operating lease liabilities	$	54

(in millions)
Maturity of operating lease liabilities at September 30, 2019	Amount ⁽¹⁾
Remainder of 2019	$	37
2020		144
2021		136
2022		124
2023		73
Thereafter		311
Total lease payments	$	825
Less: imputed interest		101
Present value of lease liabilities	$	724

	Remainder of
(in millions)	2019			2020		2021		2022	Thereafter		Total
Investment advisory and administration fees:
Alternatives⁽¹⁾⁽²⁾	$	22	$	85	$	71	$	62	$	59	$	299

Outstanding at	Market Performance- Based RSUs			Weighted- Average Grant Date Fair Value
December 31, 2016		803,474		$	151.20
Converted		(517,138	)	$	126.76
September 30, 2017⁽¹⁾		286,336		$	195.33

Outstanding at	Shares Under Option			Weighted Average Exercise Price
December 31, 2018		2,106,482		$	513.50
Forfeited		(125,538	)	$	513.50
September 30, 2019		1,980,944		$	513.50

(in millions)	Foreign currency translation adjustments⁽¹⁾			Other⁽²⁾			Total
For the Three Months Ended September 30, 2017
June 30, 2017	$	(579	)	$	4		$	(575	)
Net other comprehensive income (loss) for the three months ended September 30, 2017		102			—			102
September 30, 2017	$	(477	)	$	4		$	(473	)
For the Nine Months Ended September 30, 2017
December 31, 2016	$	(721	)	$	5		$	(716	)
Net other comprehensive income (loss) for the nine months ended September 30, 2017		244			(1	)		243
September 30, 2017	$	(477	)	$	4		$	(473	)

(in millions)	GAAP Basis			Impact on Cash Flows of Consolidated Sponsored Investment Funds			Cash Flows Excluding Impact of Consolidated Sponsored Investment Funds
Cash and cash equivalents, December 31, 2016	$	6,091		$	53		$	6,038
Cash flows from operating activities		2,486			(252	)		2,738
Cash flows from investing activities		(490	)		(52	)		(438	)
Cash flows from financing activities		(2,083	)		324			(2,407	)
Effect of exchange rate changes on cash and cash equivalents		161			—			161
Net change in cash and cash equivalents		74			20			54
Cash and cash equivalents, September 30, 2017	$	6,165		$	73		$	6,092

(in millions)	GAAP Basis			Impact on Cash Flows of Consolidated Sponsored Investment Products			Cash Flows Excluding Impact of Consolidated Sponsored Investment Products
Cash, cash equivalents and restricted cash, December 31, 2018	$	6,505		$	245		$	6,260
Net cash provided by/(used in) operating activities		1,628			(1,016	)		2,644
Net cash provided by/(used in) investing activities		(2,107	)		(96	)		(2,011	)
Net cash provided by/(used in) financing activities		(1,369	)		1,009			(2,378	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(33	)		—			(33	)
Net increase/(decrease) in cash, cash equivalents and restricted cash		(1,881	)		(103	)		(1,778	)
Cash, cash equivalents and restricted cash, September 30, 2019	$	4,624		$	142		$	4,482

	Total Number of Shares Purchased			Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs⁽¹⁾
July 1, 2017 through July 31, 2017		198,234	⁽²⁾	$	427.31		183,716		7,407,531
August 1, 2017 through August 31, 2017		439,530	⁽²⁾	$	422.69		427,122		6,980,409
September 1, 2017 through September 30, 2017		39,343	⁽²⁾	$	419.40		37,753		6,942,656
Total		677,107		$	423.85		648,591

	Total Number of Shares Purchased⁽¹⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1, 2019 through July 31, 2019		4,822	$	467.70		—		6,077,434
August 1, 2019 through August 31, 2019		247,466	$	416.93		240,769		5,836,665
September 1, 2019 through September 30, 2019		7,982	$	423.05		—		5,836,665
Total		260,270	$	418.06		240,769

Exhibit No.		Description

~~12.1~~31.1		~~Computation~~Section 302 Certification of ~~Ratio of Earnings to Fixed Charges~~Chief Executive Officer

~~31.1~~31.2		Section 302 Certification of Chief ~~Executive~~Financial Officer

~~31.2~~		~~Section 302 Certification of Chief Financial Officer~~

32.1		Section 906 Certification of Chief Executive Officer and Chief Financial Officer

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101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation ~~Linkbase Document~~

~~Exhibit No.~~		~~Description~~

~~12.1~~		~~Computation of Ratio of Earnings to Fixed Charges~~

~~31.1~~		~~Section 302 Certification of Chief Executive Officer~~

~~31.2~~		~~Section 302 Certification of Chief Financial Officer~~

~~32.1~~		~~Section 906 Certification of Chief Executive Officer and Chief Financial Officer~~

~~101.INS~~		~~XBRL Instance Document~~

~~101.SCH~~		~~XBRL Taxonomy Extension Schema Document~~

~~101.CAL~~		~~XBRL Taxonomy Extension Calculation~~ Linkbase Document

~~101.DEF~~104		Cover Page Interactive Data File (formatted as Inline XBRL ~~Taxonomy Extension Definition Linkbase Document~~

~~101.LAB~~		~~XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase Document~~and contained in Exhibit 101)

	BLACKROCK, INC.
	(Registrant)

	By:	/s/ Gary S. Shedlin
Date: November 8, ~~2017~~2019		Gary S. Shedlin
		Senior Managing Director & Chief Financial Officer