(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~~July 31, ~~2017,~~2022, there were ~~160,332,161~~150,768,739 shares of the registrant’s common stock outstanding.

	September 30,			December 31,			June 30,			December 31,
(in millions, except shares and per share data)	2017			2016			2022			2021
Assets
Cash and cash equivalents	$	6,165		$	6,091
Cash and cash equivalents⁽¹⁾							$	6,481		$	9,323
Accounts receivable		3,183			2,350			3,471			3,789
Investments		1,928			1,595
Assets of consolidated variable interest entities:
Cash and cash equivalents		82			84
Investments		1,286			1,008
Other assets		46			63
Investments⁽¹⁾								7,302			7,262
Separate account assets		147,938			149,089			61,269			86,226
Separate account collateral held under securities lending agreements		27,431			27,792			7,279			7,081
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 and amortization of $1,344 and $1,256 at June 30, 2022 and December 31, 2021, respectively)								900			762
Intangible assets (net of accumulated amortization of $447 and $399 at June 30, 2022 and December 31, 2021, respectively)								18,377			18,453
Goodwill		13,226			13,118			15,346			15,351
Other assets		1,311			1,065
Operating lease right-of-use assets								1,543			1,621
Other assets⁽¹⁾								3,998			2,780
Total assets	$	220,567		$	220,177		$	125,966		$	152,648
Liabilities
Accrued compensation and benefits	$	1,614		$	1,880		$	1,408		$	2,951
Accounts payable and accrued liabilities		1,652			1,094			1,324			1,397
Liabilities of consolidated variable interest entities		319			216
Borrowings		5,000			4,915			6,635			7,446
Separate account liabilities		147,938			149,089			61,269			86,226
Separate account collateral liabilities under securities lending agreements		27,431			27,792			7,279			7,081
Deferred income tax liabilities		4,966			4,840			2,801			2,758
Other liabilities		1,230			1,007
Operating lease liabilities								1,815			1,872
Other liabilities⁽¹⁾								5,130			4,024
Total liabilities		190,150			190,833			87,661			113,755
Commitments and contingencies (Note 11)
Commitments and contingencies (Note 15)
Temporary equity
Redeemable noncontrolling interests		320			194			1,103			1,087
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 June 30, 2022 and December 31, 2021; Shares issued: 172,075,373 at June 30, 2022 and December 31, 2021; Shares outstanding: 150,966,457 and 151,684,491 at June 30, 2022 and December 31, 2021, respectively
Additional paid-in capital		19,145			19,337			19,469			19,640
Retained earnings		15,065			13,660			28,678			27,688
Accumulated other comprehensive loss		(473	)		(716	)		(1,091	)		(550	)
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 (21,108,916 and 20,390,882 shares held at June 30, 2022 and December 31, 2021, respectively)								(9,969	)		(9,087	)
Total BlackRock, Inc. stockholders’ equity		30,042			29,098			37,089			37,693
Nonredeemable noncontrolling interests		55			52			113			113
Total permanent equity		30,097			29,150			37,202			37,806
Total liabilities, temporary equity and permanent equity	$	220,567		$	220,177		$	125,966		$	152,648

													Three Months Ended						Six Months Ended
	Three Months Ended						Nine Months Ended						June 30,						June 30,
(in millions, except shares and per share data)	September 30,						September 30,						2022			2021			2022			2021
	2017			2016			2017			2016
Revenue
Investment advisory, administration fees and securities lending revenue
Investment advisory, administration fees and securities lending revenue:
Related parties	$	1,995		$	1,768		$	5,662		$	5,098		$	2,769		$	2,829		$	5,652		$	5,514
Other third parties		797			778			2,335			2,296			919			928			1,869			1,835
Total investment advisory, administration fees and securities lending revenue		2,792			2,546			7,997			7,394			3,688			3,757			7,521			7,349
Investment advisory performance fees		191			58			309			166			106			340			204			469
Technology and risk management revenue		175			152			497			439
Technology services revenue														332			316			673			622
Distribution fees		5			10			17			32			361			369			742			709
Advisory and other revenue		70			71			202			234			39			38			85			69
Total revenue		3,233			2,837			9,022			8,265			4,526			4,820			9,225			9,218
Expense
Employee compensation and benefits		1,088			969			3,108			2,893			1,414			1,548			2,912			2,957
Distribution and servicing costs		123			114			361			320			572			523			1,146			1,028
Amortization of deferred sales commissions		4			8			13			27
Direct fund expense		234			200			666			583			304			320			633			640
General and administration		363			312			1,014			946
Restructuring charge		—			—			—			76
General and administration expense														530			461			1,026			1,046
Amortization of intangible assets		27			25			77			75			38			37			76			71
Total expense		1,839			1,628			5,239			4,920			2,858			2,889			5,793			5,742
Operating income		1,394			1,209			3,783			3,345			1,668			1,931			3,432			3,476
Nonoperating income (expense)
Net gain (loss) on investments		41			31			128			49			(314	)		314			(416	)		396
Interest and dividend income		15			22			35			33			21			8			39			27
Interest expense		(46	)		(52	)		(159	)		(154	)		(54	)		(52	)		(108	)		(107	)
Total nonoperating income (expense)		10			1			4			(72	)		(347	)		270			(485	)		316
Income before income taxes		1,404			1,210			3,787			3,273			1,321			2,201			2,947			3,792
Income tax expense		445			333			1,090			954			358			654			621			972
Net income		959			877			2,697			2,319			963			1,547			2,326			2,820
Less:
Net income (loss) attributable to noncontrolling interests		12			2			31			(2	)		(114	)		169			(187	)		243
Net income attributable to BlackRock, Inc.	$	947		$	875		$	2,666		$	2,321		$	1,077		$	1,378		$	2,513		$	2,577
Earnings per share attributable to BlackRock, Inc. common stockholders:
Basic	$	5.85		$	5.33		$	16.41		$	14.09		$	7.12		$	9.04		$	16.59		$	16.90
Diluted	$	5.78		$	5.26		$	16.23		$	13.92		$	7.06		$	8.92		$	16.43		$	16.69
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			151,292,580			152,443,039			151,511,496			152,504,902
Diluted		163,773,546			166,256,598			164,289,042			166,760,912			152,452,320			154,417,581			152,990,147			154,359,353

												Three Months Ended					Six Months Ended
	Three Months Ended					Nine Months Ended						June 30,					June 30,
(in millions)	September 30,					September 30,						2022			2021		2022			2021
	2017		2016			2017			2016
Net income	$	959	$	877		$	2,697		$	2,319		$	963		$	1,547	$	2,326		$	2,820
Other comprehensive income:
Foreign currency translation adjustments⁽¹⁾		102		(38	)		244			(151	)
Other		—		—			(1	)		1
Other comprehensive income (loss)		102		(38	)		243			(150	)
Comprehensive income		1,061		839			2,940			2,169
Other comprehensive income (loss):
Foreign currency translation adjustments⁽¹⁾													(416	)		23		(541	)		(51	)
Comprehensive income (loss)													547			1,570		1,785			2,769
Less: Comprehensive income (loss) attributable to noncontrolling interests		12		2			31			(2	)		(114	)		169		(187	)		243
Comprehensive income attributable to BlackRock, Inc.	$	1,049	$	837		$	2,909		$	2,171		$	661		$	1,401	$	1,972		$	2,526

(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, 2021	$	19,642			$	27,688			$	(550	)		$	(9,087	)		$	37,693		$	113		$	37,806		$	1,087
Net income		—				2,513				—				—				2,513			(2	)		2,511			(185	)
Dividends declared ($9.76 per share)		—				(1,523	)			—				—				(1,523	)		—			(1,523	)		—
Stock-based compensation		376				—				—				—				376			—			376			—
Issuance of common shares related to employee stock transactions		(547	)			—				—				561				14			—			14			—
Employee tax withholdings related to employee stock transactions		—				—				—				(443	)			(443	)		—			(443	)		—
Shares repurchased		—				—				—				(1,000	)			(1,000	)		—			(1,000	)		—
Contributions (redemptions/distributions) — noncontrolling interest holders		—				—				—				—				—			2			2			425
Net consolidations (deconsolidations) of sponsored investment funds		—				—				—				—				—			—			—			(224	)
Other comprehensive income (loss)		—				—				(541	)			—				(541	)		—			(541	)		—
June 30, 2022	$	19,471			$	28,678			$	(1,091	)		$	(9,969	)		$	37,089		$	113		$	37,202		$	1,103

(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
March 31, 2022	$	19,304		$	28,338		$	(675	)	$	(9,478	)	$	37,489		$	107		$	37,596		$	1,263
Net income		—			1,077			—			—			1,077			(2	)		1,075			(112	)
Dividends declared ($4.88 per share)		—			(737	)		—			—			(737	)		—			(737	)		—
Stock-based compensation		175			—			—			—			175			—			175			—
Issuance of common shares related to employee stock transactions		(8	)		—			—			16			8			—			8			—
Employee tax withholdings related to employee stock transactions		—			—			—			(7	)		(7	)		—			(7	)		—
Shares repurchased		—			—			—			(500	)		(500	)		—			(500	)		—
Contributions (redemptions/distributions) — noncontrolling interest holders		—			—			—			—			—			8			8			53
Net consolidations (deconsolidations) of sponsored investment funds		—			—			—			—			—			—			—			(101	)
Other comprehensive income (loss)		—			—			(416	)		—			(416	)		—			(416	)		—
June 30, 2022	$	19,471		$	28,678		$	(1,091	)	$	(9,969	)	$	37,089		$	113		$	37,202		$	1,103

(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

(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, 2020	$	19,295			$	24,334			$	(337	)		$	(8,009	)		$	35,283			$	51		$	35,334			$	2,322
Net income		—				2,577				—				—				2,577				2			2,579				241
Dividends declared ($8.26 per share)		—				(1,291	)			—				—				(1,291	)			—			(1,291	)			—
Stock-based compensation		378				—				—				—				378				—			378				—
Issuance of common shares related to employee stock transactions		(374	)			—				—				384				10				—			10				—
Employee tax withholdings related to employee stock transactions		—				—				—				(273	)			(273	)			—			(273	)			—
Shares repurchased		—				—				—				(600	)			(600	)			—			(600	)			—
Contributions (redemptions/distributions) — noncontrolling interest holders		—				—				—				—				—				61			61				776
Net consolidations (deconsolidations) of sponsored investment funds		—				—				—				—				—				1			1				(1,097	)
Other comprehensive income (loss)		—				—				(51	)			—				(51	)			—			(51	)			—
June 30, 2021	$	19,299			$	25,620			$	(388	)		$	(8,498	)		$	36,033			$	115		$	36,148			$	2,242

Nine Months Ended

(in millions)

September 30,

2017

2016

Cash flows from operating activities

Net income

$
2,697

$
2,319

Adjustments to reconcile net income to cash flows from operating activities:

Depreciation and amortization

190

198

Stock-based compensation

417

408

Deferred income tax expense (benefit)

175

(6
)
Assets and liabilities of consolidated VIEs:

Change in cash and cash equivalents

(19
)

(127
)
Net (gains) losses within consolidated VIEs

(95
)

(34
)
Net (purchases) proceeds within consolidated VIEs

(148
)

(855
)
(Earnings) losses from equity method investees

(92
)

(71
)
Distributions of earnings from equity method investees

24

16

Changes in operating assets and liabilities:

Accounts receivable

(776
)

(336
)
Investments, trading

(145
)

(278
)
Other assets

(190
)

(114
)
Accrued compensation and benefits

(267
)

(484
)
Accounts payable and accrued liabilities

595

309

Other liabilities

120

17

Cash flows from operating activities

2,486

962

Cash flows from investing activities

Purchases of investments

(400
)

(292
)
Proceeds from sales and maturities of investments

121

215

Distributions of capital from equity method investees

26

26

Net consolidations (deconsolidations) of sponsored investment funds

(35
)

(74
)
Acquisitions

(102
)

(30
)
Purchases of property and equipment

(100
)

(88
)
Cash flows from investing activities

(490
)

(243
)
Cash flows from financing activities

Proceeds from long-term borrowings

697

—

Repayments of long-term borrowings

(700
)

—

Cash dividends paid

(1,259
)

(1,171
)
Proceeds from stock options exercised

—

26

Repurchases of common stock

(1,133
)

(1,118
)
Net (redemptions/distributions paid)/subscriptions received from noncontrolling
interest holders

324

999

Excess tax benefit from stock-based compensation

—

81

Other financing activities

(12
)

3

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

Supplemental disclosure of cash flow information:

Cash paid for:

Interest

$
150

$
144

Income taxes (net of refunds)

$
916

$
910

Supplemental schedule of noncash investing and financing transactions:

Issuance of common stock

$
612

$
654

PNC preferred stock capital contribution

$
193

$
172

Increase (decrease) in noncontrolling interests due to net consolidation (deconsolidation) of
sponsored investment funds

$
(226
)

$
(881
)

(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
March 31, 2021	$	19,123		$	24,872		$	(411	)	$	(8,204	)	$	35,380		$	49	$	35,429		$	2,411
Net income		—			1,378			—			—			1,378			2		1,380			167
Dividends declared ($4.13 per share)		—			(630	)		—			—			(630	)		—		(630	)		—
Stock-based compensation		182			—			—			—			182			—		182			—
Issuance of common shares related to employee stock transactions		(6	)		—			—			11			5			—		5			—
Employee tax withholdings related to employee stock transactions		—			—			—			(5	)		(5	)		—		(5	)		—
Shares repurchased		—			—			—			(300	)		(300	)		—		(300	)		—
Contributions (redemptions/distributions) — noncontrolling interest holders		—			—			—			—			—			63		63			154
Net consolidations (deconsolidations) of sponsored investment funds		—			—			—			—			—			1		1			(490	)
Other comprehensive income (loss)		—			—			23			—			23			—		23			—
June 30, 2021	$	19,299		$	25,620		$	(388	)	$	(8,498	)	$	36,033		$	115	$	36,148		$	2,242

	Six Months Ended
(in millions)	June 30,
	2022			2021
Operating activities
Net income	$	2,326		$	2,820
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Depreciation and amortization		199			198
Noncash lease expense		82			63
Stock-based compensation		376			378
Deferred income tax expense (benefit)		12			233
Net (gains) losses within CIPs		388			(310	)
Net (purchases) proceeds within CIPs		(590	)		(759	)
(Earnings) losses from equity method investees		57			(107	)
Distributions of earnings from equity method investees		32			25
Changes in operating assets and liabilities:
Accounts receivable		216			(264	)
Investments, trading		115			62
Other assets		(1,224	)		(1,330	)
Accrued compensation and benefits		(1,582	)		(801	)
Accounts payable and accrued liabilities		(118	)		205
Other liabilities		934			840
Net cash provided by/(used in) operating activities		1,223			1,253
Investing activities
Purchases of investments		(383	)		(360	)
Proceeds from sales and maturities of investments		117			184
Distributions of capital from equity method investees		34			55
Net consolidations (deconsolidations) of sponsored investment funds		(5	)		(39	)
Acquisitions, net of cash acquired		—			(1,097	)
Purchases of property and equipment		(263	)		(178	)
Net cash provided by/(used in) investing activities		(500	)		(1,435	)
Financing activities
Repayments of long-term borrowings		(750	)		(750	)
Cash dividends paid		(1,523	)		(1,291	)
Repurchases of common stock		(1,443	)		(873	)
Net contributions (redemptions/distributions) - noncontrolling interest holders		427			837
Other financing activities		17			11
Net cash provided by/(used in) financing activities		(3,272	)		(2,066	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(293	)		—
Net increase/(decrease) in cash, cash equivalents and restricted cash		(2,842	)		(2,248	)
Cash, cash equivalents and restricted cash, beginning of period		9,340			8,681
Cash, cash equivalents and restricted cash, end of period	$	6,498		$	6,433
Supplemental schedule of noncash investing and financing transactions:
Issuance of common stock	$	547		$	374
Increase (decrease) in noncontrolling interests due to net consolidation (deconsolidation) of sponsored investment funds	$	(224	)	$	(1,096	)

BlackRock, Inc. (together, with its subsidiaries, unless the context otherwise indicates, “BlackRock” or the “Company”) is a leading publicly traded investment management firm providing a broad range of investment management 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 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^® and BlackRock exchange-traded funds (“ETFs”), separate accounts, collective ~~investment~~trust funds and other pooled investment vehicles. BlackRock also offers antechnology services, including the investment and risk management technology platform, Aladdin^®, ~~risk analytics,~~Aladdin Wealth, eFront and Cachematrix, as well as advisory ~~and technology~~ services and solutions to a broad base of institutional and wealth management ~~investors.~~

At September 30, 2017, The PNC Financial Services Group, Inc. (“PNC”) held 21.4% of the Company’s voting common stock and 21.9% 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~~represent the portion of consolidated sponsored investment ~~funds~~products (“CIPs”) and a consolidated affiliate (collectively, “consolidated entities”) in which the Company does not have direct equity ownership. ~~Accounts~~Intercompany balances and transactions ~~between consolidated entities~~ have been ~~eliminated.~~eliminated upon consolidation.

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~~footnotes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2021, which was filed with the Securities and Exchange Commission ~~(“SEC”)~~ on February ~~28, 2017~~25, 2022 (“~~2016~~2021 Form 10-K”).

The interim financial information at ~~September~~June 30, ~~2017~~2022 and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 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, while not required to be recast, 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.~~

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

~~Accounting for Share-Based Payments.~~ ~~In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09,~~ ~~Improvements 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, 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 on the condensed consolidated statements of income. Accordingly, the Company recorded a discrete income tax benefit of $81 million during 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. 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 as they occur, which 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 of cash flows.classifications.

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 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 equal to 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~~CIPs also utilize derivatives as a part of their investment strategy.

The Company records all derivative financial instruments as either assets or liabilities at fair value on a gross basis in the condensed consolidated statements of financial condition. Credit risks are managed through master netting and collateral support agreements. The amounts related to the right to reclaim or the obligation to return cash collateral may not be used to offset amounts due under the derivative instruments in the normal course of settlement. Therefore, such amounts are not offset against fair value amounts recognized for derivative instruments with the same counterparty and are included in other assets and other liabilities. 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~~net investment hedges ~~of net investments in foreign operations~~ at the spot rate is deferred and reported within accumulated other comprehensive income (loss) (“AOCI”) on the condensed consolidated statements of financial condition. The Company reassesses the effectiveness of its net investment hedge ~~on a quarterly basis.~~

~~Money Market Fee Waivers~~. The Company is currently voluntarily waiving a portion of its management fees on certain money market funds to ensure that they maintain a targeted level of daily net investment income (the “Yield Support waivers”). During the three and nine months ended September 30, 2017, these waivers resulted in a reduction of management fees of approximately $0~~million and $6 million, respectively. During the three and nine months ended September 30, 2016, these waivers resulted in a reduction of management fees of approximately $17~~million and $42 million, respectively. Approximately 0% and 45% of Yield Support waivers for 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.at least quarterly.

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 (“UK”), 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~~obtains either a) the legal title, toor b) a first ranking priority security interest, in the collateral. The minimum collateral ~~with minimum~~ values generally ~~ranging~~range 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~~In situations where the Company obtains the legal title to collateral under these securities lending arrangements, the Company records an asset 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. Additionally, in situations where the Company obtains a first ranking priority security interest in the collateral, the Company does not have the ability to pledge or resell the collateral and therefore does not record the collateral on the condensed consolidated statements of financial condition. At June 30, 2022 and December 31, 2021, the fair value of loaned securities held by separate accounts was approximately $12.6 billion and $13.2 billion, respectively, and the fair value of the collateral under these securities lending agreements was approximately $13.5 billion and $14.1 billion, respectively, of which approximately $7.3 billion as of June 30, 2022 and $7.1 billion as of December 31, 2021 was recognized on the condensed consolidated statements of financial condition. During the six months ended June 30, 2022 and 2021, the Company had 0t resold or repledged any of the collateral obtained under these arrangements. 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.~~income.

Money Market Fee Waivers. The Company may voluntarily waive a portion of its management fees on certain money market funds to ensure that they maintain a targeted level of daily net investment income (the “Yield Support waivers”). During the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2022, these waivers resulted in a reduction of management fees of approximately $0 million and ~~2016,~~$72 million, respectively, which was partially offset by a reduction of BlackRock’s distribution and servicing costs paid to financial intermediaries. During the three and six months ended June 30, 2021, these waivers resulted in a reduction of management fees of approximately $160 million and $230 million, respectively, which also was partially offset by a reduction of BlackRock’s distribution and servicing costs paid to financial intermediaries. The Company may increase or decrease the level of Yield Support waivers in future periods.

On February 1, 2021, the Company ~~had not resold or repledged any~~acquired 100% of the ~~collateral received~~equity interests of Aperio Group, LLC (the “Aperio Transaction” or “Aperio”), a pioneer in customizing tax-optimized index equity separately managed accounts (“SMAs”) for approximately $1.1 billion in cash, using existing cash resources. The acquisition of Aperio increased BlackRock’s SMA assets under ~~these arrangements. At September 30, 2017~~management and ~~December 31, 2016,~~expanded the breadth of the Company’s capabilities via tax-managed strategies across factors, broad market indexing, and investor Environmental, Social, and Governance preferences across all asset classes.

The purchase price for the Aperio 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 primarily attributable to anticipated synergies from the transaction. A summary of the fair ~~value of loaned securities held by separate accounts was approximately $24.7 billion and $25.7 billion, respectively, and the fair value~~values of the ~~collateral held under these securities lending agreements was approximately $27.4 billion and $27.8 billion, respectively.~~

~~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. 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 and measurement of investments in equity securities and presentation of certain fair value changes for financial liabilities when the fair value option is elected. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. The Company does not currently expect the reclassification of unrealized gains(losses) on equity securities 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 acquired and liabilities ~~arising from most operating leases on~~assumed in this acquisition is as follows:

The following table provides a reconciliation of cash and cash equivalents reported within 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 million and $51 million at September 30, 2017 and December 31, 2016, respectively.~~ Held-to-maturity investments included certain investments in BlackRock sponsored CLOs and foreign government debt held primarily for regulatory ~~purposes and certain investments in CLOs.~~purposes. The amortized cost (carrying value) of these investments approximated fair ~~value.~~value (primarily a Level 2 input). At ~~September~~June 30, ~~2017, $11~~2022, $25 million of these investments mature between one to five years, $129 million of these investments mature between five toten years and ~~$65~~$337 million of these investments mature after ~~ten~~10 years.

A summary of the cost and carrying value of trading ~~investments~~debt securities and equity securities at fair value recorded through net income (“FVTNI”) is as follows:

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 and December 31, 2016 the Company’s investment in PennyMac was excluded from investments in the table above and included in other assets on the condensed consolidated statements of financial condition. The carrying value and fair value of the Company’s interest (approximately 20% or 16 million shares and units) was approximately $333 million and $277 million, respectively, at September 30, 2017 and approximately $301 million and $259 million, respectively, at December 31, 2016. The fair value of the Company’s interest reflected the PennyMac stock price at September 30, 2017 and December 31, 2016, 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~~voting rights entities (“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 related to these consolidated VREs that were recorded on the condensed consolidated statements of financial condition, including BlackRock’s net interest in these funds:

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”).~~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~~The following table presents the balances related to these CIPs accounted for as VIEs and ~~liabilities are presented after intercompany eliminations~~VREs that were recorded on the condensed consolidated statements of financial condition, including BlackRock’s net interest in ~~the following table:~~these products:

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

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

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

Nonconsolidated VIEs. At ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, 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,~~primary beneficiary (“PB”), was as follows:

(in millions)												Advisory Fee		Other Net Assets			Maximum
At September 30, 2017	Investments		Advisory Fee Receivables		Other Net Assets (Liabilities)			Maximum Risk of Loss⁽¹⁾
At June 30, 2022										Investments		Receivables		(Liabilities)			Risk of Loss⁽¹⁾
Sponsored investment products	$	227	$	15	$	(7	)	$	259	$	976	$	92	$	(12	)	$	1,084
At December 31, 2016
At December 31, 2021
Sponsored investment products	$	171	$	9	$	(8	)	$	197	$	882	$	62	$	(12	)	$	961

The net assets of sponsored investment products that are nonconsolidated VIEs approximated $5$20 billion and $4$20 billion at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, 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

Assets:

Investments

Available-for-sale

$
8

$
73

$
23

$
—

$
—

$
104

Held-to-maturity securities

—

—

—

—

76

76

Trading:

—

Deferred compensation plan mutual funds

54

—

—

—

—

54

Equity securities/Multi-asset mutual funds

353

—

—

—

—

353

Debt securities / fixed income mutual funds

1

282

2

—

—

285

Total trading

408

282

2

—

—

692

Other investments:

Equity method:

Equity and fixed income mutual funds

314

—

—

10

—

324

Other

—

—

—

608

12

620

Total equity method

314

—

—

618

12

944

Cost method investments

—

—

—

—

92

92

Carried interest

—

—

—

—

20

20

Total investments

730

355

25

618

200

1,928

Separate account assets

112,957

34,268

—

—

713

147,938

Separate account collateral held under securities lending
   agreements:

Equity securities

19,093

—

—

—

—

19,093

Debt securities

—

8,338

—

—

—

8,338

Total separate account collateral held under securities
   lending agreements

19,093

8,338

—

—

—

27,431

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

Liabilities:

Separate account collateral liabilities under securities
   lending agreements

$
19,093

$
8,338

$
—

$
—

$
—

$
27,431

Other liabilities⁽⁴⁾

—

7

228

—

—

235

Total

$
19,093

$
8,345

$
228

$
—

$
—

$
27,666

June 30, 2022 (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⁾		June 30, 2022
Assets:
Investments
Debt securities:
Held-to-maturity investments	$	—	$	—	$	—	$	—	$	491	$	491
Trading securities		—		1,041		16		—		—		1,057
Total debt securities		—		1,041		16		—		491		1,548
Equity securities at FVTNI:
Equity securities/mutual funds		1,684		—		—		—		—		1,684
Equity method:
Equity and fixed income mutual funds		238		—		—		—		—		238
Hedge funds/funds of hedge funds/other		—		—		—		428		—		428
Private equity funds		—		—		—		853		—		853
Real assets funds		—		—		—		263		—		263
Total equity method		238		—		—		1,544		—		1,782
Bank loans		—		27		252		—		—		279
Federal Reserve Bank Stock		—		—		—		—		90		90
Carried interest		—		—		—		—		1,644		1,644
Other investments⁽³⁾		—		1		4		111		159		275
Total investments		1,922		1,069		272		1,655		2,384		7,302
Other assets⁽⁴⁾		126		33		—		—		—		159
Separate account assets		40,072		20,476		—		—		721		61,269
Separate account collateral held under securities lending agreements:
Equity securities		2,686		—		—		—		—		2,686
Debt securities		—		4,593		—		—		—		4,593
Total separate account collateral held under securities lending agreements		2,686		4,593		—		—		—		7,279
Total	$	44,806	$	26,171	$	272	$	1,655	$	3,105	$	76,009
Liabilities:
Separate account collateral liabilities under securities lending agreements	$	2,686	$	4,593	$	—	$	—	$	—	$	7,279
Other liabilities⁽⁵⁾		—		36		314		—		—		350
Total	$	2,686	$	4,629	$	314	$	—	$	—	$	7,629

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

December 31, 2021 (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, 2021
Assets:
Investments
Debt securities:
Held-to-maturity investments	$	—	$	—	$	—	$	—	$	430	$	430
Trading securities		—		1,169		17		—		—		1,186
Total debt securities		—		1,169		17		—		430		1,616
Equity securities at FVTNI:
Equity securities/mutual funds		1,738		—		—		—		—		1,738
Equity method:
Equity and fixed income mutual funds		245		—		—		—		—		245
Hedge funds/funds of hedge funds/other		—		—		—		369		—		369
Private equity funds		—		—		—		846		—		846
Real assets funds		—		—		—		234		—		234
Total equity method		245		—		—		1,449		—		1,694
Bank loans		—		14		270		—		—		284
Federal Reserve Bank Stock		—		—		—		—		96		96
Carried interest		—		—		—		—		1,555		1,555
Other investments⁽³⁾		—		—		5		96		178		279
Total investments		1,983		1,183		292		1,545		2,259		7,262
Other assets⁽⁴⁾		195		39		—		—		—		234
Separate account assets		54,675		30,786		—		—		765		86,226
Separate account collateral held under securities lending agreements:
Equity securities		3,717		—		—		—		—		3,717
Debt securities		—		3,364		—		—		—		3,364
Total separate account collateral held under securities lending agreements		3,717		3,364		—		—		—		7,081
Total	$	60,570	$	35,372	$	292	$	1,545	$	3,024	$	100,803
Liabilities:
Separate account collateral liabilities under securities lending agreements	$	3,717	$	3,364	$	—	$	—	$	—	$	7,081
Other liabilities⁽⁵⁾		—		26		342		—		—		368
Total	$	3,717	$	3,390	$	342	$	—	$	—	$	7,449

Level 3 Assets. Level 3 investments of consolidated VIEs of $114 million and $112 million at September 30, 2017 and December 31, 2016, respectively, related to direct investments in private equity companies held by consolidated private equity funds.

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 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 in a significantly lower (higher) fair value measurement. For investments utilizing the market-comparable valuation technique, a significant increase (decrease) in the EBITDA multiple in isolation could result in a significantly higher (lower) fair value measurement.

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 ~~approach~~ or ~~the~~ income ~~approach as described above.~~approach.

Level 3 investments of $272 million and $292 million at June 30, 2022 and December 31, 2021, respectively, primarily included bank loans of a consolidated CLO.

Level 3 Liabilities.Level 3 ~~other~~ liabilities primarily include ~~recorded~~borrowings of a consolidated CLO, 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, and contingent liabilities related to certain acquisitions, which were valued based upon discounted cash flow analyses using unobservable market data inputs.

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended ~~September~~June 30, ~~2017~~2022

(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⁾			March 31, 2022		Realized and Unrealized Gains (Losses)			Purchases		Sales and Maturities			Issuances and other Settlements		Transfers into Level 3		Transfers out of Level 3			June 30, 2022		Total Net Unrealized Gains (Losses) Included in Earnings⁽¹⁾
Assets:
Investments:
Available-for-sale securities⁽³⁾	$	23	$	—		$	—	$	—	$	—	$	—	$	—		$	23
Debt securities:
Trading		4		—			—		—		—		—		(2	)		2				$	8	$	(3	)	$	13	$	(1	)	$	—	$	—	$	(1	)	$	16	$	(3	)
Total debt securities																							8		(3	)		13		(1	)		—		—		(1	)		16		(3	)
Private equity																							4		—			—		—			—		—		—			4		—
Bank loans																							264		(3	)		8		(18	)		—		4		(3	)		252		(3	)
Total investments		27		—			—		—		—		—		(2	)		25					276		(6	)		21		(19	)		—		4		(4	)		272		(6	)
Assets of consolidated VIEs - Private equity		113		1			—		—		—		—		—			114	$	1
Total Level 3 assets	$	140	$	1		$	—	$	—	$	—	$	—	$	(2	)	$	139				$	276	$	(6	)	$	21	$	(19	)	$	—	$	4	$	(4	)	$	272	$	(6	)
Liabilities:
Other liabilities⁽⁴⁾	$	218	$	(7	)	$	—	$	—	$	3	$	—	$	—		$	228	$	(7	)
Other liabilities																						$	312	$	—		$	—	$	—		$	2	$	—	$	—		$	314	$	—
Total Level 3 liabilities																						$	312	$	—		$	—	$	—		$	2	$	—	$	—		$	314	$	—

⁽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~~Six Months Ended ~~September~~June 30, ~~2017~~

(in millions)	December 31, 2016		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⁽²⁾			September 30, 2017		Total Net Unrealized Gains (Losses) Included in Earnings⁽³⁾			December 31, 2021		Realized and Unrealized Gains (Losses)			Purchases		Sales and Maturities			Issuances and other Settlements⁽¹⁾			Transfers into Level 3		Transfers out of Level 3			June 30, 2022		Total Net Unrealized Gains (Losses) Included in Earnings⁽²⁾
Assets:
Investments:
Available-for-sale securities⁽⁴⁾	$	24	$	—		$	23	$	—	$	—	$	—	$	(24	)	$	23
Debt securities:
Trading		7		—			4		—		—		—		(9	)		2				$	17	$	(3	)	$	19	$	(13	)	$	—		$	—	$	(4	)	$	16	$	(3	)
Total debt securities																							17		(3	)		19		(13	)		—			—		(4	)		16		(3	)
Private equity																							5		—			—		—			—			—		(1	)		4		—
Bank loans																							270		(3	)		16		(18	)		—			4		(17	)		252		(3	)
Total investments		31		—			27		—		—		—		(33	)		25					292		(6	)		35		(31	)		—			4		(22	)		272		(6	)
Assets of consolidated VIEs - Private equity		112		2			—				—		—		—			114	$	2
Total Level 3 assets	$	143	$	2		$	27	$	—	$	—	$	—	$	(33	)	$	139				$	292	$	(6	)	$	35	$	(31	)	$	—		$	4	$	(22	)	$	272	$	(6	)
Liabilities:
Other liabilities⁽⁵⁾	$	115	$	(2	)	$	—	$	—	$	111	$	—	$	—		$	228	$	(2	)
Other liabilities																						$	342	$	(1	)	$	—	$	—		$	(29	)	$	—	$	—		$	314	$	(1	)
Total Level 3 liabilities																						$	342	$	(1	)	$	—	$	—		$	(29	)	$	—	$	—		$	314	$	(1	)

⁽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~~June 30, ~~2016~~2021

(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⁾			March 31, 2021		Realized and Unrealized Gains (Losses)			Purchases		Sales and Maturities		Issuances and other Settlements⁽¹⁾		Transfers into Level 3		Transfers out of Level 3			June 30, 2021		Total Net Unrealized Gains (Losses) Included in Earnings⁽²⁾
Assets:
Investments:
Available-for-sale securities⁽²⁾	$	—	$	—		$	24	$	—		$	—		$	—	$	—	$	24
Debt securities:
Trading		3		—			2		—			—			—		—		5				$	14	$	—		$	7	$	—	$	—	$	—	$	—		$	21	$	—
Total debt securities																								14		—			7		—		—		—		—			21		—
Private equity																								9		—			—		—		—		—		(4	)		5		—
Bank loans																								235		—			20		—		—		6		—			261		—
Total investments		3		—			26		—			—			—		—		29					258		—			27		—		—		6		(4	)		287		—
Assets of consolidated VIEs - Private equity		189		11			—		(6	)		—			—		—		194	$	11
Total Level 3 assets	$	192	$	11		$	26	$	(6	)	$	—		$	—	$	—	$	223				$	258	$	—		$	27	$	—	$	—	$	6	$	(4	)	$	287	$	—
Liabilities:
Other liabilities⁽³⁾	$	121	$	(2	)	$	—	$	—		$	(5	)	$	—	$	—	$	118	$	(2	)
Other liabilities																							$	280	$	(1	)	$	—	$	—	$	17	$	—	$	—		$	298	$	(1	)
Total Level 3 liabilities																							$	280	$	(1	)	$	—	$	—	$	17	$	—	$	—		$	298	$	(1	)

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

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

$
—

⁽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, 2020		Realized and Unrealized Gains (Losses)			Purchases		Sales and Maturities		Issuances and other Settlements⁽¹⁾		Transfers into Level 3		Transfers out of Level 3			June 30, 2021		Total Net Unrealized Gains (Losses) Included in Earnings⁽²⁾
Assets:
Investments:
Debt securities:
Trading	$	11	$	—		$	12	$	—	$	—	$	—	$	(2	)	$	21	$	—
Total debt securities		11		—			12		—		—		—		(2	)		21		—
Private equity		9		—			—		—		—		—		(4	)		5		—
Bank loans		232		—			29		—		—		10		(10	)		261		—
Total investments		252		—			41		—		—		10		(16	)		287		—
Total Level 3 assets	$	252	$	—		$	41	$	—	$	—	$	10	$	(16	)	$	287	$	—
Liabilities:
Other liabilities	$	272	$	(4	)	$	—	$	—	$	22	$	—	$	—		$	298	$	(4	)
Total Level 3 liabilities	$	272	$	(4	)	$	—	$	—	$	22	$	—	$	—		$	298	$	(4	)

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~~related to securities held by CIPs is allocated to ~~noncontrolling interests~~NCI 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~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, 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						June 30, 2022				December 31, 2021
(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)}	$	6,481	$	6,481	$	9,323	$	9,323	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)}
Other assets		62		62		25		25	Level 1	^{(1) (4)}	$	44	$	44	$	22	$	22	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⁾	$	6,635	$	6,102	$	7,446	$	7,735	Level 2	⁽⁵⁾

Investments in Certain Entities that Calculate ~~Net Asset Value~~NAV 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

June 30, 2022

(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

Hedge funds/funds of hedge funds/

other

(a)

428

103

Daily/Monthly (32%)

Quarterly (12%)

N/R (56%)

1 – 90 days

Private equity funds

(b)

N/R

(b)

853

215

N/R

Real assets funds

(c)

265

111

Quarterly (85%)

N/R (15%)

60 days

(c)

263

245

Quarterly (20%)

N/R (80%)

60 days

Other

Daily/Monthly (66%)

N/R (34%)

3 – 5 days

Consolidated VIEs:

Private equity funds of funds

(d)

N/R

Hedge fund

(a)

—

Quarterly

90 days

Consolidated sponsored investment

products:

Real assets funds

(c)

N/R

(d)

N/R

Other funds

(c)

N/R

Total

751

332

1,655

718

December 31, 2016

December 31, 2021

(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

Hedge funds/funds of hedge funds/

other

(a)

369

141

Daily/Monthly (20%)

Quarterly (20%)

N/R (60%)

1 – 90 days

Private equity funds

(b)

N/R

(b)

846

153

N/R

Real assets funds

(c)

Quarterly (41%)

N/R (59%)

60 days

(c)

234

245

Quarterly (20%)

N/R (80%)

60 days

Other

Daily/Monthly (42%)

N/R (58%)

3 – 5 days

Consolidated VIEs:

Private equity funds of funds

(d)

N/R

Hedge fund

(a)

—

Quarterly

90 days

Consolidated sponsored investment

products:

Real assets funds

(c)

N/R

(d)

101

N/R

Other funds

(c)

N/R

Total

551

157

1,545

665

^(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 September

At June 30, ~~2017~~2022 and December 31, ~~2016. The total remaining unfunded commitments to other third-party funds were $20~~2021, the Company elected the fair value option for certain investments in CLOs of approximately $43 million and ~~$16~~$47 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 other liabilities, respectively. The following table summarizes the information related to these bank loans and borrowings at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016, respectively. The Company had contractual obligations to~~2021:

At June 30, 2022, the principal amounts outstanding of the borrowings issued by the CLOs mature in 2030.

During the three and six months ended June 30, 2022 and 2021, the net gains (losses) from the change in fair value of the bank loans and borrowings held by the consolidated ~~funds~~CLO were not material and were recorded in net gain (loss) on the condensed consolidated statements of ~~$24 million at both September 30, 2017~~income. The change in fair value of the assets and ~~December 31, 2016.~~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~~June 30, ~~2017,~~2022 and December 31, 2021, the Company had outstanding total return swaps with aggregate notional values of approximately ~~$538 million.~~$651 million and $720 million, respectively.

The Company executes forward foreign currency exchange contracts to mitigate the risk of certain foreign exchange movements. At June 30, 2022 and December 31, ~~2016,~~2021, the Company had outstanding ~~total return swaps and interest rate swaps~~forward foreign currency exchange contracts with aggregate notional values of approximately ~~$572 million~~$1.7 billion and ~~$42 million,~~$1.8 billion, respectively, and with expiration dates in July 2022 and January 2022, respectively.

~~Gains (losses) on~~At both June 30, 2022 and December 31, 2021, 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~~had a derivative providing credit protection towith a ~~counterparty~~notional amount of approximately $17 million to a counterparty, representing the Company’s maximum risk of loss with respect to the ~~provision of credit protection.~~derivative. 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~~following table presents the ~~risk~~fair values of ~~certain foreign exchange movements. At September~~derivative instruments recognized in the condensed consolidated statements of financial condition at June 30, ~~2017~~2022 and December 31, ~~2016,~~2021:

The following table presents realized and unrealized gains (losses) recognized in the ~~Company had outstanding forward foreign currency exchange contracts with aggregate notional values~~condensed consolidated statements of ~~approximately $1.3 billion and $107 million, respectively.~~

~~Gains (losses)~~income on the forward foreign currency exchange contracts are recorded in other general 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 the three and nine months ended September 30, 2016.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~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016.~~

~~The fair value of the outstanding derivatives mentioned above were not material at September 30, 2017 and December 31, 2016.~~2021.

See Note ~~12,~~ 15, Borrowings, in the ~~2016~~2021 Form 10-K for more information on the Company’s net investment hedge.

Goodwill activity during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 was as follows:

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

The ~~amount represents $110~~following table presents components of lease cost included in general and administration expense on the condensed consolidated statements of income:

At June 30, 2022 and December 31, 2021, the Company had $553 million and $583 million of ~~finite-lived~~equity method investments, respectively, recorded within other assets ~~related~~on the condensed consolidated statements of financial condition,since such investees are considered to be an extension of BlackRock’s core business. BlackRock’s share of these investees’ underlying net income or loss is based upon the most currently available information and is recorded within advisory and other revenue. In accordance with GAAP, certain equity method investees do not account for both their financial assets and liabilities under fair value measures; therefore, the Company’s investment in such equity method investees may not represent fair value.

At June 30, 2022 and December 31, 2021, the Company had $304 million and $268 million of other nonequity method corporate minority investments recorded within other assets on the consolidated statements of financial condition, which included investments in equity securities, generally measured at fair value or under the measurement alternative to fair value for nonmarketable securities. Changes in value of these securities are recorded in nonoperating income (expense) on the consolidated statements of income. See Note 2, Significant Accounting Policies, in the notes to the ~~First Reserve Transaction and $4 million of finite-lived assets related to~~consolidated financial statements contained in the ~~Cachematrix Transaction with a weighted average estimated life of approximately nine and 10 years, respectively.~~ 2021 Form 10-K for further information.

~~2017~~2022 Revolving Credit Facility. ~~The Company’s~~ Since 2011, the Company has maintained an unsecured revolving credit facility ~~has an~~which is available for working capital and general corporate purposes (the “2022 credit facility”). In March 2022, the 2022 credit facility was amended to, among other things, (i) increase the aggregate commitment amount ~~of $4.0~~by $300 million to $4.7 billion, ~~and was amended in April 2017 to~~(ii) extend the maturity date to ~~April~~March 2027, (iii) change the rate for borrowings denominated in US dollars from a rate based on the London Interbank Offered Rate (“LIBOR”) to a rate based on the secured overnight financing rate (“SOFR”) subject to certain adjustments and (iv) raise and/or add certain specified targets for the sustainability-linked pricing mechanics. The 2022~~(the “2017 credit facility”). The 2017~~ credit facility permits the Company to request up to an additional $1.0 billion of borrowing capacity, subject to lender credit approval, ~~increasing~~which could increase the overall size of the ~~2017~~2022 credit facility to an aggregate principal amount ~~not~~of up to ~~exceed $5.0~~$5.7 billion. ~~Interest on borrowings outstanding accrues at a rate based on the applicable London Interbank Offered Rate plus a spread.~~ The ~~2017~~2022 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~~June 30, ~~2017. The 2017 credit facility provides back-up liquidity to fund ongoing working capital for general corporate purposes and various investment opportunities.~~2022. At ~~September~~June 30, ~~2017,~~2022, the Company had no0 amount outstanding under the ~~2017~~2022 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~~$4 billion. The commercial paper program is currently supported by the ~~2017~~2022 credit facility. At ~~September~~June 30, ~~2017,~~2022, BlackRock had no0 CP Notes outstanding.

The carrying value and fair value of long-term ~~borrowings estimated~~notes determined using market prices and EUR/USD foreign exchange ~~rates~~rate at ~~September~~June 30, ~~2017~~2022 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⁽¹⁾			Carrying Value		Fair Value
5.00% Notes due 2019	$	1,000	$	(1	)	$	999	$	1,067
4.25% Notes due 2021		750		(4	)		746		802
3.375% Notes due 2022		750		(4	)		746		781
3.50% Notes due 2024		1,000		(6	)		994		1,044	$	1,000	$	(2	)	$	998	$	1,005
1.25% Notes due 2025		828		(6	)		822		846		732		(2	)		730		712
3.20% Notes due 2027		700		(7	)		693		708		700		(3	)		697		691
Total Long-term Borrowings	$	5,028	$	(28	)	$	5,000	$	5,248
3.25% Notes due 2029											1,000		(10	)		990		947
2.40% Notes due 2030											1,000		(6	)		994		878
1.90% Notes due 2031											1,250		(10	)		1,240		1,040
2.10% Notes due 2032											1,000		(14	)		986		829
Total long-term notes										$	6,682	$	(47	)	$	6,635	$	6,102

Long-term ~~borrowings~~notes at December 31, ~~2016~~2021 had a carrying value of ~~$4.9~~$7.4 billion and a fair value of ~~$5.2~~$7.7 billion, determined using market prices and EUR/USD foreign exchange rate at ~~the end of~~ December ~~2016.~~ 31, 2021.

~~2027 Notes~~. In ~~March 2017,~~June 2022, the Company ~~issued $700~~fully repaid $750 million ~~in aggregate principal amount~~ of ~~3.20% senior unsecured and unsubordinated~~3.375% 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.~~maturity.

See Note ~~12,~~ 15, Borrowings, in the ~~2016~~2021 Form 10-K for more information regarding the Company’s borrowings.

Investment Commitments. At ~~September~~June 30, ~~2017,~~2022, the Company had ~~$328~~$806 million of various capital commitments to fund sponsored investment ~~funds,~~products, including ~~consolidated VIEs.~~CIPs. These ~~funds~~products 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:~~

~~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 totaled $228 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 and has a maximum potential exposure of $17 million between the Company and counterparty. See Note 7,~~ ~~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.

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. 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, which purports to be brought derivatively on behalf of the Funds, alleges 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, the same plaintiffs filed another complaint in 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 after the plaintiffs filed their prior complaint. Both complaints seek, among other things, to recover on behalf of the Funds all allegedly excessive advisory fees received by defendants in the twelve month period preceding the start of each lawsuit, along with purported lost investment returns on those amounts, plus interest. The defendants believe the claims in both lawsuits 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.

~~On June 16, 2016,~~ ~~iShares~~ ~~Trust, BlackRock, Inc. and certain of its advisory affiliates, and the directors and certain officers of the~~ ~~iShares~~ ~~ETFs 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 seek unspecified monetary damages. The Plaintiffs’ complaint was dismissed in December 2016 and on January 6, 2017, plaintiffs filed an amended complaint. The defendants filed a motion for judgment on the pleadings dismissing that complaint. On September 18, 2017, the court dismissed the lawsuit.

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. District Court for the Northern District of California by a former employee on behalf of all 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 peer funds, focused disproportionately on active versus passive strategies, and were unduly concentrated with 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, 2017, the plaintiffs filed an Amended Complaint, which, among other things, adds as defendants certain current and former members of the BlackRock Retirement and Investment Committees. The Amended Complaint also includes 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 fiduciary authority over its compensation for securities lending services to the CTFs. 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~~agreed to indemnify 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~~The amount of securities on loan as of June 30, ~~2017,~~2022 and subject to this type of indemnification was $268 billion. In the ~~Company indemnified certain of its clients for their securities~~Company’s capacity as lending ~~loan balances of approximately $197.6 billion. The Company held, as~~ agent, cash and securities totaling ~~$210.6~~$284 billion were held as collateral for indemnified securities on loan at ~~September~~June 30, ~~2017.~~2022. The fair value of these indemnifications was not material at ~~September~~June 30, ~~2017.~~2022.

The table below presents detail of revenue for the three and six months ended June 30, 2022 and 2021 and includes the product mix of investment advisory, administration fees and securities lending revenue, and performance fees.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in millions)	2022		2021		2022		2021
Investment advisory, administration fees and securities lending revenue:
Equity:
Active	$	550	$	641	$	1,166	$	1,217
ETFs		1,103		1,156		2,261		2,224
Non-ETF Index		186		198		373		374
Equity subtotal		1,839		1,995		3,800		3,815
Fixed income:
Active		503		545		1,037		1,070
ETFs		274		294		563		589
Non-ETF Index		102		116		220		229
Fixed income subtotal		879		955		1,820		1,888
Multi-asset		331		344		690		672
Alternatives:
Illiquid alternatives		184		167		363		335
Liquid alternatives		161		150		328		297
Currency and commodities⁽¹⁾		62		55		118		108
Alternatives subtotal		407		372		809		740
Long-term		3,456		3,666		7,119		7,115
Cash management		232		91		402		234
Total investment advisory, administration fees and securities lending revenue		3,688		3,757		7,521		7,349
Investment advisory performance fees:
Equity		3		36		15		62
Fixed income		13		15		22		29
Multi-asset		7		9		12		17
Alternatives:
Illiquid alternatives		65		90		102		97
Liquid alternatives		18		190		53		264
Alternatives subtotal		83		280		155		361
Total performance fees		106		340		204		469
Technology services revenue		332		316		673		622
Distribution fees:
Retrocessions		269		264		548		502
12b-1 fees (US mutual fund distribution fees)		80		87		168		172
Other		12		18		26		35
Total distribution fees		361		369		742		709
Advisory and other revenue:
Advisory		15		9		31		24
Other		24		29		54		45
Total advisory and other revenue		39		38		85		69
Total revenue	$	4,526	$	4,820	$	9,225	$	9,218

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

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 June 30, 2022 and 2021:

The table below presents changes in the deferred carried interest liability, which is included in other liabilities on the condensed consolidated statements of financial condition, for the three and six months ended June 30, 2022 and 2021:

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 June 30, 2022 and 2021:

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 June 30, 2022, the estimated fixed minimum fees for the remainder of the year approximated $425 million. 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 for the three and six months ended June 30, 2022 and 2021, which is included in other liabilities on the condensed consolidated statements of financial condition:

Restricted stock and restricted stock units (“RSUs”) activity for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 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, 2021							2,183,017		$	586.45
Granted		1,061,915		$	377.36		733,872		$	830.24
Converted		(1,363,701	)	$	320.27		(840,871	)	$	500.83
Forfeited		(39,164	)	$	338.57		(43,037	)	$	703.76
September 30, 2017⁽¹⁾		2,646,638		$	340.39
June 30, 2022							2,032,981		$	707.39

In January ~~2017,~~2022, the Company granted ~~699,991~~498,633 RSUs or shares of restricted stock to employees as part of ~~2016~~2021 annual incentive compensation that vest ratably over three years from the date of grant and ~~277,313~~197,817 RSUs or shares of restricted stock to employees that cliff vest 100% on January 31, ~~2020.~~2025. 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~~six months ended ~~September~~June 30, ~~2017~~2022 was ~~$401~~$609 million.

At ~~September~~June 30, ~~2017,~~2022, the intrinsic value of outstanding RSUs was $1.2 billion, reflecting a closing stock price of ~~$447.09.~~$609.04.

At ~~September~~June 30, ~~2017,~~2022, total unrecognized stock-based compensation expense related to unvested RSUs was ~~$351~~$743 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of ~~1.1~~1.4 years.

Performance-based RSU activity for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 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, 2021							668,805		$	533.48
Granted		294,584		$	375.27		143,846		$	820.28
Additional shares due to attainment of performance measures							111,991		$	410.32
Converted							(385,134	)	$	410.32
Forfeited		(1,430	)	$	296.12		(8,454	)	$	662.34
September 30, 2017		903,525		$	335.12
June 30, 2022							531,054		$	672.47

In January ~~2017,~~2022, the Company granted ~~293,385~~143,846 performance-based RSUs ~~to certain employees~~ that cliff vest 100% on January 31, ~~2020.~~2025. 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 2022, the Company granted 111,991 additional RSUs to certain employees based on the attainment of Company performance measures during the performance period.

The Company 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~~six months ended ~~September~~June 30, ~~2017~~2022 was ~~$111~~$164 million.

At ~~September~~June 30, ~~2017,~~2022, the intrinsic value of outstanding performance-based RSUs was ~~$404~~$323 million, reflecting a closing stock price of ~~$447.09.~~$609.04.

At ~~September~~June 30, ~~2017,~~2022, total unrecognized stock-based compensation expense related to unvested performance-based awards was ~~$137~~$197 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,~~ 18, Stock-Based Compensation, in the ~~2016~~2021 Form 10-K for more information on ~~market~~ performance-based RSUs.

Stock option activity for the six months ended June 30, ~~2017,~~2022 is summarized below.

Vesting of the ~~intrinsic value~~performance-based stock options is contingent upon the achievement of ~~outstanding market performance-based RSUs was $128 million reflecting a closing~~obtaining 125% of BlackRock's grant-date stock price within five years from the grant date and the attainment of ~~$447.09.~~Company performance measures during the four-year performance period. If both hurdles are achieved, the award will vest in 3 equal installments at the end of 2022, 2023 and 2024, respectively. Both hurdles have been achieved. Vested options are exercisable for up to nine years following the grant date. The awards are generally forfeited if the employee leaves the Company before the respective vesting date. The expense for each tranche is amortized over the respective requisite service period.

At ~~September~~June 30, ~~2017,~~2022, total unrecognized stock-based compensation expense related to unvested ~~market~~ performance-based ~~awards~~stock options was $4$32 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of ~~less than one year.~~1.4 years. At June 30, 2022, the weighted-average remaining life of the awards is approximately 4.4 years.

~~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 September 30, 2017, 3.8 million shares had been surrendered by PNC.

~~517,138 shares were surrendered by PNC~~See Note 18, Stock-Based Compensation, in the ~~first quarter of 2017.~~

~~At September 30, 2017, the remaining shares committed by PNC of 0.2 million were available to fund certain future long-term incentive awards.~~2021 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~~June 30, ~~2017,~~2022, the Company was required to maintain approximately ~~$1.7~~$2.2 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 US Office of the Comptroller of the Currency), entities regulated by the Financial Conduct Authority and Prudential Regulation Authority in the ~~United Kingdom,~~UK, 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~~AOCI for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016:~~2021:

⁽²⁾ ~~Other includes amounts related to benefit plans and available-for-sale investments.~~20. Capital Stock

⁽¹⁾~~Amount for~~Share Repurchases. During the ~~three and nine~~six months ended ~~September~~June 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~~2022, the ~~following:~~

~~Share Repurchases~~. ~~The~~ Company repurchased ~~2.1~~1.4 million common shares ~~in open market transactions~~ under the Company’s existing share repurchase program for approximately ~~$825 million during the nine months ended September~~$1 billion. At June 30, ~~2017. At September 30, 2017,~~2022, there were ~~6.9~~approximately 2.2 million shares still authorized to be ~~repurchased.~~repurchased under the program.

Income tax expense for the six months ended June 30, 2022 included $133 million of discrete tax benefits related to stock-based compensation awards and the resolution of certain outstanding tax matters. In addition, income tax expense for the six months ended June 30, 2022 included $18 million of net noncash tax benefits related to the revaluation of certain deferred income tax liabilities.

Income tax expense for the three and six months ended ~~March 31, 2017, PNC surrendered to BlackRock 517,138 shares of BlackRock Series C Preferred to fund certain LTIP awards.~~

~~A restructuring charge of $76 million ($53 million after-tax), comprised of $44~~June 30, 2021 included $171 million of ~~severance and $32 million of~~noncash net expense related to the ~~accelerated amortization~~revaluation of ~~previously granted~~certain deferred ~~cash~~tax assets and ~~equity compensation awards, was recorded~~liabilities as a result of legislation enacted in the ~~first quarter~~United Kingdom increasing its corporate tax rate. Income tax expense for the six months ended June 30, 2021 also included $39 million of ~~2016 in connection with a project~~discrete tax benefits related to ~~streamline and simplify the organization. There was no restructuring liability outstanding at September 30, 2017.~~stock-based compensation awards.

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~~earnings per share (“EPS”) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 under the treasury stock method:

	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
(in millions, except shares and per share data)	2017		2016		2017		2016		2022		2021		2022		2021
Net income attributable to BlackRock	$	947	$	875	$	2,666	$	2,321
Net income attributable to BlackRock, Inc.									$	1,077	$	1,378	$	2,513	$	2,577
Basic weighted-average shares outstanding		161,872,716		164,129,214		162,459,737		164,756,355		151,292,580		152,443,039		151,511,496		152,504,902
Dilutive effect of nonparticipating RSUs and stock options		1,900,830		2,127,384		1,829,305		2,004,557
Dilutive effect of:
Nonparticipating RSUs										835,374		1,304,463		1,032,540		1,294,242
Stock options										324,366		670,079		446,111		560,209
Total diluted weighted-average shares outstanding		163,773,546		166,256,598		164,289,042		166,760,912		152,452,320		154,417,581		152,990,147		154,359,353
Basic earnings per share	$	5.85	$	5.33	$	16.41	$	14.09	$	7.12	$	9.04	$	16.59	$	16.90
Diluted earnings per share	$	5.78	$	5.26	$	16.23	$	13.92	$	7.06	$	8.92	$	16.43	$	16.69

For the three and six months ended June 30, 2022, 560,841 and 492,045 RSUs, respectively, were excluded from the calculation of diluted EPS because to include them would have an anti-dilutive effect. The amount of anti-dilutive RSUs was immaterial for the three and six months ended June 30, 2021. Certain performance-based RSUs were excluded from the diluted EPS calculation because the designated contingency was not met for the three and six months ended June 30, 2022 and 2021, respectively.

The Company’s management directs BlackRock’s operations as one business, the asset management business. The Company utilizes a consolidated approach to assess performance and allocate resources. As such, the Company operates in ~~one~~1 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~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 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				Six Months Ended
(in millions)	September 30,				September 30,				June 30,				June 30,
Revenue	2017		2016		2017		2016		2022		2021		2022		2021
Americas	$	2,126	$	1,934	$	6,077	$	5,580	$	3,014	$	3,158	$	6,103	$	5,968
Europe		946		773		2,496		2,287		1,307		1,440		2,703		2,827
Asia-Pacific		161		130		449		398		205		222		419		423
Total revenue	$	3,233	$	2,837	$	9,022	$	8,265	$	4,526	$	4,820	$	9,225	$	9,218

See Note 16, 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~~June 30, ~~2017~~2022 and December 31, ~~2016~~2021 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,		June 30,		December 31,
Long-lived Assets	2017		2016		2022		2021
Americas	$	13,546	$	13,424	$	14,828	$	14,675
Europe		166		163		1,324		1,341
Asia-Pacific		85		90		94		97
Total long-lived assets	$	13,797	$	13,677	$	16,246	$	16,113

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, Switzerland, France, Ireland 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) a pandemic or health crisis, including the COVID-19 pandemic, and its continued impact on financial institutions, the global economy or capital markets, as well as BlackRock’s products, clients, vendors and employees, and BlackRock’s results of operations, the full extent of which may be unknown; (2) the introduction, withdrawal, success and timing of business initiatives and strategies; ~~(2)~~(3) 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)~~(4) the relative and absolute investment performance of BlackRock’s investment products; ~~(4)~~(5) BlackRock’s ability to develop new products and services that address client preferences; (6) the impact of increased competition; ~~(5)~~(7) the impact of future acquisitions or divestitures; ~~(6)~~(8) BlackRock’s ability to integrate acquired businesses successfully; (9) the unfavorable resolution of legal proceedings; ~~(7)~~(10) the extent and timing of any share repurchases; ~~(8)~~(11) the impact, extent and timing of technological changes and the adequacy of intellectual property, data, information and ~~cyber security~~cybersecurity protection; ~~(9)~~(12) attempts to circumvent BlackRock’s operational control environment or the potential for human error in connection with BlackRock’s operational systems; ~~(10)~~(13) 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)~~BlackRock; (14) changes in law and policy and uncertainty pending any such changes; ~~(12)~~(15) any failure to effectively manage conflicts of interest; (16) damage to BlackRock’s reputation; (17) geopolitical unrest, terrorist activities, civil or international hostilities, including the military conflict between Russia and Ukraine, and natural disasters, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or BlackRock; ~~(13)~~(18) climate change-related risks to BlackRock's business, products, operations and clients; (19) the ability to attract and retain highly talented professionals; ~~(14)~~(20) fluctuations in the carrying value of BlackRock’s economic investments; ~~(15)~~(21) 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)~~(22) BlackRock’s success in negotiating distribution arrangements and maintaining distribution channels for its products; ~~(17)~~(23) the failure by a key ~~vendor~~third-party providers of BlackRock to fulfill ~~its~~their obligations to the Company; ~~(18)~~(24) operational, technological and regulatory risks associated with BlackRock’s major technology partnerships; (25) any disruption to the operations of third parties whose functions are integral to BlackRock’s exchange-traded funds (“ETF”) platform; ~~(19)~~(26) 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)~~(27) 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~~$8.5 trillion of AUM at ~~September~~June 30, ~~2017.~~2022. With approximately ~~13,700~~18,900 employees in more than 30 countries who serve clients in over 100 countries across the globe, BlackRock provides a broad range of investment management 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~~trust funds and other pooled investment vehicles. BlackRock also offers technology services, including the investment and risk management technology platform, Aladdin,^®~~, risk analytics, advisory~~ Aladdin Wealth, eFront, and ~~technology~~Cachematrix, as well as advisory 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.~~intermediaries.

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,~~consultants.

Certain prior period presentations and ~~establishing third-party distribution relationships.~~disclosures, while not required to be recast, were reclassified to ensure comparability with current period classifications.

BlackRock continues to actively monitor COVID-19 developments and their potential impact on the Company’s employees, business and operations, particularly in jurisdictions where BlackRock has significant employee populations and/or business activity. The aggregate extent to which COVID-19, including existing and new variants and its continued related impact on the global economy, affects BlackRock’s business, results of operations and financial condition, will depend on future developments that are highly uncertain and cannot be predicted, including the scope and further duration of the pandemic and recovery period, the emergence and spread of additional variants of the COVID-19 virus, the continuing prevalence of severe, unconstrained and/or escalating rates of infection in certain countries and regions, and the availability, adoption and efficacy of treatments and vaccines and future actions taken by governmental authorities, central banks, and other third parties in response to the pandemic. See Part I, Item 1A - Risk Factors, of the Company’s ~~voting common stock~~Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and ~~21.9% 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~~Exchange Commission on February 25, 2022 (“2021 Form 10-K”), for further information on the ~~current period’s reclassification, see “Discussion of Financial Results – Revenue” herein.~~

~~In June 2017, the Company completed the acquisition~~possible future impact 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 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". The outcome of the negotiations between the United Kingdomoperations and the EU in connection with Brexit is highly uncertain and information regarding 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.

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in millions, except shares and per share data)

2017

2016

2017

2016

GAAP basis:

Total revenue

$
3,233

$
2,837

$
9,022

$
8,265

Total expense

1,839

1,628

5,239

4,920

Operating income

1,394

1,209

3,783

3,345

Operating margin

43.1
%

42.6
%

41.9
%

40.5
%
Nonoperating income (expense), less net income (loss)
     attributable to noncontrolling interests

(2
)

(1
)

(27
)

(70
)
Income tax expense

(445
)

(333
)

(1,090
)

(954
)
Net income attributable to BlackRock

$
947

$
875

$
2,666

$
2,321

Diluted earnings per common share

$
5.78

$
5.26

$
16.23

$
13.92

Effective tax rate

32.0
%

27.6
%

29.0
%

29.1
%
As adjusted⁽¹⁾:

Operating income

$
1,398

$
1,216

$
3,795

$
3,442

Operating margin

45.0
%

44.8
%

43.9
%

43.5
%
Nonoperating income (expense), less net income (loss)
     attributable to noncontrolling interests

(2
)

(1
)

(27
)

(70
)
Net income attributable to BlackRock

$
969

$
854

$
2,694

$
2,362

Diluted earnings per common share

$
5.92

$
5.14

$
16.40

$
14.16

Effective tax rate

30.6
%

29.7
%

28.5
%

30.0
%
Other:

Assets under management (end of period)

$
5,976,892

$
5,117,421

$
5,976,892

$
5,117,421

Diluted weighted-average common shares outstanding⁽²⁾

163,773,546

166,256,598

164,289,042

166,760,912

Common and preferred shares outstanding
    (end of period)

161,597,770

163,858,070

161,597,770

163,858,070

Book value per share⁽³⁾

$
185.91

$
176.40

$
185.91

$
176.40

Cash dividends declared and paid per share

$
2.50

$
2.29

$
7.50

$
6.87

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in millions, except shares and per share data)	2022			2021			2022			2021
GAAP basis:
Total revenue	$	4,526		$	4,820		$	9,225		$	9,218
Total expense		2,858			2,889			5,793			5,742
Operating income	$	1,668		$	1,931		$	3,432		$	3,476
Operating margin		36.9	%		40.1	%		37.2	%		37.7	%
Nonoperating income (expense), less net income (loss) attributable to noncontrolling interests		(233	)		101			(298	)		73
Income tax expense		358			654			621			972
Net income attributable to BlackRock	$	1,077		$	1,378		$	2,513		$	2,577
Diluted earnings per common share	$	7.06		$	8.92		$	16.43		$	16.69
Effective tax rate		24.9	%		32.2	%		19.8	%		27.4	%
As adjusted⁽¹⁾:
Operating income	$	1,727		$	2,016		$	3,549		$	3,615
Operating margin		43.7	%		46.9	%		43.9	%		46.4	%
Nonoperating income (expense), less net income (loss) attributable to noncontrolling interests	$	(233	)	$	101		$	(298	)	$	73
Net income attributable to BlackRock	$	1,122		$	1,614		$	2,584		$	2,854
Diluted earnings per common share	$	7.36		$	10.45		$	16.89		$	18.49
Effective tax rate		24.9	%		23.8	%		20.5	%		22.6	%
Other:
Assets under management (end of period)	$	8,487,410		$	9,495,993		$	8,487,410		$	9,495,993
Diluted weighted-average common shares outstanding		152,452,320			154,417,581			152,990,147			154,359,353
Shares outstanding (end of period)		150,966,457			152,298,784			150,966,457			152,298,784
Book value per share⁽²⁾	$	245.68		$	236.59		$	245.68		$	236.59
Cash dividends declared and paid per share	$	4.88		$	4.13		$	9.76		$	8.26

THREE MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2017~~2022 COMPARED WITH THREE MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2016~~2021

GAAP. Operating income of ~~$1,394~~$1,668 million ~~increased $185~~decreased $263 million and operating margin of ~~43.1% increased~~36.9% decreased 320 bps from the second quarter of 2021. Decreases in operating income and operating margin were driven by the impact of significantly lower markets, the negative impact of foreign exchange movements and lower performance fees, partially offset by organic base fee growth, the elimination of yield-related fee waivers on money market funds, higher technology services revenue and lower expense. Nonoperating income (expense) less net income (loss) attributable to noncontrolling interests (“NCI”) decreased $334 million from the second quarter of 2021, driven primarily by mark-to-market losses on the Company’s un-hedged seed capital, co-investment portfolios and certain minority investments.

Earnings per diluted common share decreased $1.86, or 21%, from the second quarter of 2021, primarily reflecting lower operating and nonoperating income, partially offset by a lower effective tax rate in the current quarter. Second quarter 2021 income tax expense included $171 million of noncash net expense related to the revaluation of certain deferred tax assets and liabilities as a result of legislation enacted in the UK increasing its corporate tax rate. See Income Tax Expense within Discussion of Financial Results for more information.

As Adjusted.Operating income of $1,727 million decreased $289 million and operating margin of 43.7% decreased 320 bps from the second quarter of 2021. Earnings per diluted common share decreased $3.09, or 30%, from the second quarter of 2021. Income tax expense, as adjusted, for the second quarter 2021 excluded $171 million of noncash net expense described above.

GAAP.Operating income of $3,432 million decreased $44 million and operating margin of 37.2% decreased 50 bps from the ~~third quarter of 2016. Operating~~six months ended June 30, 2021. Decreases in operating income and operating margin ~~growth~~ reflected ~~higher year-over-year base fees,~~lower performance fees and ~~technology and risk management revenue,~~higher volume related expense, partially offset by higher investment advisory and administration fees (collectively “base fees”), higher technology services revenue, lower employee compensation and benefits expense ~~higher direct fund expense,~~ and ~~higher~~lower general and administration ~~expense.~~ expense, including the impact of $178 million of product launch costs incurred in 2021.

~~Third quarter 2017~~Nonoperating income (expense) less net income (loss) attributable to NCI decreased $371 million from the six months ended June 30, 2021, driven primarily by mark-to-market losses on the Company’s un-hedged seed capital, co-investment portfolios and certain minority investments during the six months ended June 30, 2022.

Income tax expense ~~included~~for the six months ended June 30, 2022 reflected $133 million of discrete tax benefits related to stock-based compensation awards that vested in 2022 and the resolution of certain outstanding tax matters, and $18 million of net noncash ~~expense of $19 million~~tax benefits related to the revaluation of certain deferred income 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, primarily related to the revaluation of certain deferred income tax liabilities as a result of legislation enacted 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. See ~~Income Tax Expense~~ ~~within~~ ~~Discussion of Financial Results~~ ~~for more information.~~

Earnings per diluted common share increased $0.52, or 10%, from the third quarter of 2016, driven primarily by higher operating income and the benefit of share repurchases, partially offset by higher income tax expense.

~~As Adjusted~~. ~~Operating income of $1,398 million increased $182 million from the third quarter of 2016, and operating margin of 45.0% increased 20 bps from the third quarter of 2016.~~liabilities. 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. Earnings per diluted common share increased $0.78, or 15%, from the third quarter of 2016.

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

~~GAAP.~~ ~~Operating income of $3,783 million increased $438 million and operating margin of 41.9% increased 140 bps from the nine~~six months ended ~~September~~June 30, 2016. Operating income and operating margin growth primarily reflected higher year-over-year base fees, performance fees, and technology and risk management revenue, partially offset by higher compensation and benefits, higher direct fund expense, and higher general and administration expense. The nine months ended September 30, 2017 also2021 included ~~approximately $22~~$171 million of noncash net expense associated with the strategic repositioning of the active equity platform. Operating income for the nine months ended September 30, 2016 included a restructuring charge of $76 million in connection with a project to streamlinedescribed above and simplify the organization. Nonoperating income (expense), less net income (loss) attributable to noncontrolling interest (“NCI”), increased $43 million driven by higher net gains on investments. Nonoperating results for the nine months ended September 30, 2017 included a “make-whole” redemption premium of $14 million related to the refinancing of $700$39 million of ~~6.25% notes, which were paid prior to their September 2017 maturity.~~

~~Income tax expense for the nine months ended September 30, 2017 included an $81 million~~ 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. Income tax expense for the nine months ended September 30, 2016 included the $26 million net noncash benefit mentioned above and nonrecurring tax benefits of $35 million.2021. See Income Tax Expense within Discussion of Financial Results for more information.

Earnings per diluted common share ~~increased $2.31,~~decreased $0.26 or ~~17%~~2%, from the ~~nine~~six months ended ~~September~~June 30, ~~2016, driven primarily~~2021, reflecting lower operating and nonoperating income, partially offset by ~~higher net income, and the benefit of share repurchases.~~a lower effective tax rate.

As ~~Adjusted~~.Adjusted. Operating income of ~~$3,795~~$3,549 million ~~increased $353~~decreased $66 million and operating margin of 43.9% ~~increased 40~~decreased 250 bps from the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2021. The ~~pre-tax restructuring charge~~impact of ~~$76 million described above was~~product launch costs has been excluded from as adjusted ~~results~~operating margin for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~ 2021.

Earnings per diluted common share decreased $1.60, or 9%, from the six months ended June 30, 2021, primarily driven by lower nonoperating income in the six months ended June 30, 2022.Income tax expense for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 excluded the ~~previously described~~$18 million net noncash benefit and the $171 million net noncash expense, ~~of $19 million and net noncash benefit of $26 million,~~ respectively, ~~and included the nonrecurring tax benefits~~ described above. ~~Earnings per diluted common share increased $2.24, or 16%, from the nine months ended September 30, 2016.~~

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“~~GAAP”). Beginning in the first quarter of 2022, BlackRock updated the definitions of operating income, as adjusted, operating margin, as adjusted, and net income attributable to BlackRock, Inc., as adjusted, to include new adjustments. Such measures have been recast for 2021 to reflect the inclusion of such new adjustments. For further information, refer to the Current Report on Form 8-K furnished on April 13, 2022.

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. 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. Management reviews non-GAAP financial measures, in addition to 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~~Beginning in the first quarter of 2022, the Company updated its definition of operating income, as adjusted, operating margin, as adjusted, and ~~non-GAAP financial~~net income attributable to BlackRock, Inc., as adjusted, to include adjustments related to amortization of intangible assets, other acquisition-related costs, including compensation costs for nonrecurring retention-related deferred compensation, and contingent consideration fair value adjustments incurred in connection with certain acquisitions. Such measures ~~in evaluating BlackRock’s financial performance. Adjustments~~have been recast for 2021 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.reflect the inclusion of such new adjustments. For further information, refer to the Current Report on Form 8-K furnished on April 13, 2022.

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

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

~~Operating income,~~ Management believes that operating margin, as adjusted, ~~includes non-GAAP expense adjustments.~~reflects the Company’s long-term ability to manage ongoing costs in relation to its revenues. The ~~portion~~Company uses operating margin, as adjusted, to assess the Company’s financial performance, to determine the long-term and annual compensation of compensation expense associated with certain long-term incentive plans (“LTIP”) funded, or to be funded, through share distributions to participants of BlackRock stock held by PNC has been excluded because it ultimately does not impact BlackRock’s book value. For the nine months ended September 30, 2016, a restructuring charge comprised of severance and accelerated amortization expense of previously granted deferred compensation awards has been excluded to provide an analysis of BlackRock’s ongoing operationsCompany’s senior-level employees and to ~~ensure comparability among periods presented.~~evaluate the Company’s relative performance against industry peers. Furthermore, this metric 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.

•

Operating income, as adjusted, includes non-GAAP expense adjustments. Beginning in the first quarter of 2022, the Company updated its definition of operating income, as adjusted, to include adjustments related to amortization of intangible assets, other acquisition-related costs, including compensation costs for nonrecurring retention-related deferred compensation, and contingent consideration fair value adjustments incurred in connection with certain acquisitions. Management believes excluding the impact of these expenses when calculating operating income, as adjusted, provides a helpful indication of the Company’s financial performance over time, thereby providing helpful information for both management and investors while also increasing comparability with other companies. In addition, as previously reported in 2021, the Company recorded expense related to the lease of office space for its future headquarters located at 50 Hudson Yards in New York (“Lease cost – Hudson Yards”) from August 2021. While the Company expects to begin to occupy the new office space in late 2022 (and begin cash lease payments in May 2023), the Company was required to record lease expense when it obtained access to the building to begin its tenant improvements. As a result, the Company is recognizing lease expense for both its current and future headquarters until its current headquarters lease expires in April 2023. Management believes removing Lease cost – Hudson Yards when calculating operating income, as adjusted, is useful to assess the Company’s financial performance and enhances comparability among periods presented.

•

~~Revenue~~Operating income used for measuring operating margin, as adjusted, ~~excludes distribution~~is equal to operating income, as adjusted, excluding the impact of product launch costs (e.g. closed-end fund launch costs) and ~~servicing costs paid to~~ related ~~parties and other third parties.~~commissions. Management ~~believes such costs represent a benchmark for the amount of revenue passed through to external parties who distribute the Company’s products. In addition, management~~ believes the exclusion of such costs and related commissions is useful because ~~it creates consistency in~~these costs can fluctuate considerably and revenue associated with the ~~treatment for certain contracts for similar services, which due to the terms~~expenditure of the contracts, are accounted for under GAAP on a net basis within investment advisory, administration fees and securities lending revenue. Amortization of deferred sales commissions is excluded from revenue used for operating margin measurement, as adjusted, because suchthese costs ~~over time, substantially offset distribution fee revenue the~~will not fully impact BlackRock’s results until future periods.

•

~~Company earns. For each of these items, BlackRock excludes from revenue~~Revenue used for calculating operating margin, as adjusted, is reduced to exclude all of the ~~costs related to each of these items~~Company’s distribution fees, which are recorded as a ~~proxy~~separate line item on the condensed consolidated statements of income, as well as a portion of investment advisory fees received that is used to pay distribution and servicing costs. For certain products, based on distinct arrangements, distribution fees are collected by the Company and then passed-through to third-party client intermediaries. For other products, investment advisory fees are collected by the Company and a portion is passed-through to third-party client intermediaries. However, in both structures, the third-party client intermediary similarly owns the relationship with the retail client and is responsible for ~~such offsetting revenue.~~distributing the product and servicing the client. The amount of distribution and investment advisory fees fluctuates each period primarily based on a predetermined percentage of the value of AUM during the period. These fees also vary based on the type of investment product sold and the geographic location where it is sold. In addition, the Company may waive fees on certain products that could result in the reduction of payments to the third-party intermediaries.

(2) Net income attributable to BlackRock, Inc., as ~~adjusted:~~adjusted:

	Three Months Ended					Nine Months Ended					Three Months Ended				Six Months Ended
	September 30,					September 30,					June 30,				June 30,
(in millions, except per share data)	2017		2016			2017		2016			2022		2021		2022			2021
Net income attributable to BlackRock, Inc., GAAP basis	$	947	$	875		$	2,666	$	2,321		$	1,077	$	1,378	$	2,513		$	2,577
Non-GAAP adjustments:
Restructuring charge (including $23 tax benefit)		—		—			—		53
PNC LTIP funding obligation, net of tax		3		5			9		14
Amortization of intangible assets, net of tax												29	28			58		54
Acquisition-related compensation costs, net of tax												5	36			10		49
Contingent consideration fair value adjustments, net of tax												—		1		1		3
Lease cost - Hudson Yards, net of tax												11		—		20			—
Income tax matters		19		(26	)		19		(26	)		—		171		(18	)		171
Net income attributable to BlackRock, Inc., as adjusted	$	969	$	854		$	2,694	$	2,362		$	1,122	$	1,614	$	2,584		$	2,854
Diluted weighted-average common shares outstanding⁽³⁾		163.8		166.3			164.3		166.8
Diluted earnings per common share, GAAP basis⁽³⁾	$	5.78	$	5.26		$	16.23	$	13.92
Diluted earnings per common share, as adjusted⁽³⁾	$	5.92	$	5.14		$	16.40	$	14.16
Diluted weighted-average common shares outstanding												152.5		154.4		153.0			154.4
Diluted earnings per common share, GAAP basis											$	7.06	$	8.92	$	16.43		$	16.69
Diluted earnings per common share, as adjusted											$	7.36	$	10.45	$	16.89		$	18.49

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~~note (1) above regarding operating income, as adjusted, and operating margin, as adjusted, for information on the ~~PNC LTIP funding obligation and the restructuring charge.~~

~~For each period presented, the~~updated presentation of non-GAAP ~~adjustment~~expense adjustments related to the restructuring charge and PNC LTIP funding obligation was tax effected at the respective blended rates applicable to the adjustments. Amounts for income tax matters represent net noncash (benefits) expense primarily associated with the revaluationamortization of ~~certain deferred tax liabilities related to~~ intangible assets, other acquisition-related costs, including compensation costs for nonrecurring retention-related deferred compensation, and ~~goodwill. Amounts have been excluded from the~~contingent consideration fair value adjustments incurred in connection with certain acquisitions, as ~~adjusted results~~well as ~~these items will not have a cash flow impact and to ensure comparability among periods presented.~~ previously reported Lease cost – Hudson Yards.

Per share amounts reflect net income attributable to BlackRock, Inc., as adjusted divided by diluted ~~weighted average~~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,			June 30,		March 31,		December 31,		June 30,		Three Months Ended June 30,			Six Months Ended June 30,			Twelve Months Ended June 30,
(in millions)		2017		2017		2016		2016		2017			2017			2017			2022		2022		2021		2021		2022			2022			2022
Retail		$	608,521	$	586,756	$	541,952	$	554,778	$	7,367		$	18,501		$	16,055		$	863,425	$	989,123	$	1,040,053	$	995,483	$	(9,973	)	$	191		$	44,386
iShares ETFs			1,640,437		1,528,236		1,287,879		1,246,166		52,306			190,541			239,841
ETFs																				2,784,296		3,150,496		3,267,354		3,031,505		52,103			108,312			270,209
Institutional:
Active			1,105,224		1,075,855		1,009,974		1,039,653		155			3,735			10,043			1,510,862		1,676,167		1,756,717		1,624,049		5,275			21,673			130,738
Index			2,194,701		2,093,193		1,901,681		1,877,501		15,976			36,883			71,486			2,580,603		3,019,764		3,181,652		3,097,073		21,208			52,182			3,549
Total institutional			3,299,925		3,169,048		2,911,655		2,917,154		16,131			40,618			81,529
Institutional subtotal																				4,091,465		4,695,931		4,938,369		4,721,122		26,483			73,855			134,287
Long-term																				7,739,186		8,835,550		9,245,776		8,748,110		68,613			182,358			448,882
Cash management																				739,457		724,939		755,057		727,603		21,218			(5,876	)		25,638
Advisory⁽¹⁾																				8,767		9,025		9,310		20,280		(258	)		(543	)		(11,530	)
Total																			$	8,487,410	$	9,569,514	$	10,010,143	$	9,495,993	$	89,573		$	175,939		$	462,990

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)
																			June 30,		March 31,		December 31,		June 30,		Three Months Ended June 30,			Six Months Ended June 30,			Twelve Months Ended June 30,
(in millions)																			2022		2022		2021		2021		2022			2022			2022
Active																			$	2,210,648	$	2,479,140	$	2,606,325	$	2,446,632	$	(10,339	)	$	9,699		$	154,734
Index and ETFs																				5,528,538		6,356,410		6,639,451		6,301,478		78,952			172,659			294,148
Long-term			5,548,883		5,284,040		4,741,486		4,718,098		75,804			249,660			337,425			7,739,186		8,835,550		9,245,776		8,748,110		68,613			182,358			448,882
Cash management			425,423		402,575		403,584		388,982		20,381			14,854			32,526			739,457		724,939		755,057		727,603		21,218			(5,876	)		25,638
Advisory⁽¹⁾			2,586		2,658		2,782		10,341		(73	)		(188	)		(7,573	)		8,767		9,025		9,310		20,280		(258	)		(543	)		(11,530	)
Total		$	5,976,892	$	5,689,273	$	5,147,852	$	5,117,421	$	96,112		$	264,326		$	362,378		$	8,487,410	$	9,569,514	$	10,010,143	$	9,495,993	$	89,573		$	175,939		$	462,990

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,			June 30,		March 31,		December 31,		June 30,		Three Months Ended June 30,			Six Months Ended June 30,			Twelve Months Ended June 30,
(in millions)		2017		2017		2016		2016		2017			2017			2017			2022		2022		2021		2021		2022			2022			2022
Equity		$	3,172,465	$	3,014,696	$	2,657,176	$	2,566,039	$	11,935		$	94,362		$	152,328		$	4,345,120	$	5,119,044	$	5,342,360	$	5,034,391	$	28,642		$	104,666		$	182,940
Fixed income			1,788,420		1,704,624		1,572,365		1,628,268		59,549			135,837			161,144			2,439,844		2,645,871		2,822,041		2,712,165		36,126			43,649			171,856
Multi-asset			457,027		436,736		395,007		402,261		4,334			15,406			20,262			678,465		785,182		816,494		748,770		1,380			19,052			66,994
Alternatives:
Core			99,168		97,551		88,630		88,731		(504	)		2,353			3,569
Illiquid alternatives																				112,039		109,141		102,579		95,961		5,414			9,286			15,835
Liquid alternatives																				83,770		87,326		87,348		81,560		(932	)		976			6,629
Currency and commodities⁽²⁾			31,803		30,433		28,308		32,799		490			1,702			122			79,948		88,986		74,954		75,263		(2,017	)		4,729			4,628
Subtotal			130,971		127,984		116,938		121,530		(14	)		4,055			3,691
Alternatives subtotal																				275,757		285,453		264,881		252,784		2,465			14,991			27,092
Long-term			5,548,883		5,284,040		4,741,486		4,718,098		75,804			249,660			337,425			7,739,186		8,835,550		9,245,776		8,748,110		68,613			182,358			448,882
Cash management			425,423		402,575		403,584		388,982		20,381			14,854			32,526			739,457		724,939		755,057		727,603		21,218			(5,876	)		25,638
Advisory⁽¹⁾			2,586		2,658		2,782		10,341		(73	)		(188	)		(7,573	)		8,767		9,025		9,310		20,280		(258	)		(543	)		(11,530	)
Total		$	5,976,892	$	5,689,273	$	5,147,852	$	5,117,421	$	96,112		$	264,326		$	362,378		$	8,487,410	$	9,569,514	$	10,010,143	$	9,495,993	$	89,573		$	175,939		$	462,990

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

Component Changes in AUM for the Three Months Ended ~~September~~June 30, ~~2017~~2022

The following table presents the component changes in AUM by client type and product type for the three months ended ~~September~~June 30, ~~2017.~~2022.

	June 30,		Net inflows			Market			FX		September 30,		Average		March 31,		Net inflows			Market			FX			June 30,		Average
(in millions)	2017		(outflows)			change			impact⁽¹⁾		2017		AUM⁽²⁾		2022		(outflows)			change			impact⁽¹⁾			2022		AUM⁽²⁾
Retail:
Equity	$	215,808	$	1,734		$	6,110		$	2,016	$	225,668	$	220,944	$	446,043	$	(872	)	$	(66,388	)	$	(7,557	)	$	371,226	$	409,171
Fixed income		240,932		4,613			1,569			1,234		248,348		245,193		343,712		(7,563	)		(18,397	)		(3,892	)		313,860		328,816
Multi-asset		113,903		1,046			2,796			317		118,062		116,183		149,480		(3,000	)		(16,394	)		(944	)		129,142		139,662
Alternatives		16,113		(26	)		224			132		16,443		17,198		49,888		1,462			(1,681	)		(472	)		49,197		49,900
Retail subtotal		586,756		7,367			10,699			3,699		608,521		599,518		989,123		(9,973	)		(102,860	)		(12,865	)		863,425		927,549
iShares ETFs:
ETFs:
Equity		1,139,850		33,102			50,806			4,637		1,228,395		1,184,488		2,350,421		23,328			(348,798	)		(14,608	)		2,010,343		2,178,149
Fixed income		364,991		17,526			1,055			2,695		386,267		376,880		712,767		30,739			(41,926	)		(5,692	)		695,888		702,485
Multi-asset		3,240		169			77			5		3,491		3,359		8,716		161			(942	)		(67	)		7,868		8,246
Alternatives		20,155		1,509			576			44		22,284		21,283		78,592		(2,125	)		(6,159	)		(111	)		70,197		75,187
iShares ETFs subtotal		1,528,236		52,306			52,514			7,381		1,640,437		1,586,010
ETFs subtotal																3,150,496		52,103			(397,825	)		(20,478	)		2,784,296		2,964,067
Institutional:
Active:
Equity		126,446		(3,296	)		5,866			1,350		130,366		128,842		188,822		3,885			(23,962	)		(5,048	)		163,697		176,618
Fixed income		553,652		496			4,513			3,366		562,027		559,121		718,225		(6,774	)		(40,123	)		(9,476	)		661,852		687,561
Multi-asset		311,921		3,477			7,827			4,508		327,733		320,619		617,843		4,866			(72,880	)		(15,670	)		534,159		575,970
Alternatives		83,836		(522	)		1,161			623		85,098		83,851		151,277		3,298			(805	)		(2,616	)		151,154		150,957
Active subtotal		1,075,855		155			19,367			9,847		1,105,224		1,092,433		1,676,167		5,275			(137,770	)		(32,810	)		1,510,862		1,591,106
Index:
Equity		1,532,592		(19,605	)		65,291			9,758		1,588,036		1,562,897		2,133,758		2,301			(287,363	)		(48,842	)		1,799,854		1,969,660
Fixed income		545,049		36,914			(1,451	)		11,266		591,778		572,049		871,167		19,724			(73,665	)		(48,982	)		768,244		813,260
Multi-asset		7,672		(358	)		389			38		7,741		7,824		9,143		(647	)		(937	)		(263	)		7,296		7,863
Alternatives		7,880		(975	)		156			85		7,146		7,544		5,696		(170	)		(99	)		(218	)		5,209		5,600
Index subtotal		2,093,193		15,976			64,385			21,147		2,194,701		2,150,314		3,019,764		21,208			(362,064	)		(98,305	)		2,580,603		2,796,383
Institutional subtotal		3,169,048		16,131			83,752			30,994		3,299,925		3,242,747		4,695,931		26,483			(499,834	)		(131,115	)		4,091,465		4,387,489
Long-term		5,284,040		75,804			146,965			42,074		5,548,883		5,428,275		8,835,550		68,613			(1,000,519	)		(164,458	)		7,739,186		8,279,105
Cash management		402,575		20,381			224			2,243		425,423		415,082		724,939		21,218			(130	)		(6,570	)		739,457		734,270
Advisory⁽³⁾		2,658		(73	)		(98	)		99		2,586		2,621		9,025		(258	)		-			-			8,767		8,903
Total	$	5,689,273	$	96,112		$	147,091		$	44,416	$	5,976,892	$	5,845,978	$	9,569,514	$	89,573		$	(1,000,649	)	$	(171,028	)	$	8,487,410	$	9,022,278

⁽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

(in millions)
2017

(outflows)

change

impact⁽¹⁾

2017

AUM⁽²⁾

Active:

Equity
$
290,196

$
(3,015
)

$
10,433

$
2,562

$
300,176

$
295,895

Fixed income

782,622

4,836

6,079

4,303

797,840

792,042

Multi-asset

425,824

4,523

10,623

4,825

445,795

436,802

Alternatives

99,949

(548
)

1,385

755

101,541

101,049

Active subtotal

1,598,591

5,796

28,520

12,445

1,645,352

1,625,788

Index and iShares ETFs:

iShares ETFs:

Equity

1,139,850

33,102

50,806

4,637

1,228,395

1,184,488

Fixed income

364,991

17,526

1,055

2,695

386,267

376,880

Multi-asset

3,240

169

77

5

3,491

3,359

Alternatives

20,155

1,509

576

44

22,284

21,283

iShares ETFs subtotal

1,528,236

52,306

52,514

7,381

1,640,437

1,586,010

Non-ETF Index:

Equity

1,584,650

(18,152
)

66,834

10,562

1,643,894

1,616,788

Fixed income

557,011

37,187

(1,448
)

11,563

604,313

584,321

Multi-asset

7,672

(358
)

389

38

7,741

7,824

Alternatives

7,880

(975
)

156

85

7,146

7,544

Non-ETF Index subtotal

2,157,213

17,702

65,931

22,248

2,263,094

2,216,477

Index & iShares ETFs subtotal

3,685,449

70,008

118,445

29,629

3,903,531

3,802,487

Long-term

5,284,040

75,804

146,965

42,074

5,548,883

5,428,275

Cash management

402,575

20,381

224

2,243

425,423

415,082

Advisory⁽³⁾

2,658

(73
)

(98
)

99

2,586

2,621

Total
$
5,689,273

$
96,112

$
147,091

$
44,416

$
5,976,892

$
5,845,978

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

⁽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 billion, or 5%, to $6.0 trillion at September 30, 2017 from $5.7 trillion at June 30, 2017,~~ ~~driven by net market appreciation, positive net inflows and the impact of foreign exchange movements.~~

~~Net market appreciation of $147.1 billion was driven by higher U.S. and global equity markets.~~

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

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

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

The following table presents the component changes in AUM by ~~client type~~investment style and product type for the ~~nine~~three months ended ~~September~~June 30, ~~2017.~~2022.

	December 31,		Net inflows					Market			FX		September 30,		Average		March 31,		Net inflows			Market			FX			June 30,		Average
(in millions)	2016		(outflows)			Acquisition⁽¹⁾		change			impact⁽²⁾		2017		AUM⁽³⁾		2022		(outflows)			change			impact⁽¹⁾			2022		AUM⁽²⁾
Retail:
Equity	$	196,221	$	3,009		$	-	$	20,892		$	5,546	$	225,668	$	212,224
Fixed income		222,256		16,497			-		6,003			3,592		248,348		236,065
Multi-asset		107,997		(847	)		-		10,005			907		118,062		112,831
Alternatives		15,478		(158	)		-		725			398		16,443		16,522
Retail subtotal		541,952		18,501			-		37,625			10,443		608,521		577,642
iShares ETFs:
Equity		951,252		129,488			-		134,562			13,093		1,228,395		1,095,500
Fixed income		314,707		58,779			-		5,105			7,676		386,267		351,985
Multi-asset		3,149		61			-		272			9		3,491		3,122
Alternatives		18,771		2,213			-		1,138			162		22,284		20,470
iShares ETFs subtotal		1,287,879		190,541			-		141,077			20,940		1,640,437		1,471,077
Institutional:
Active:
Equity		120,699		(12,357	)		-		18,023			4,001		130,366		126,223	$	472,849	$	(1,825	)	$	(69,076	)	$	(8,900	)	$	393,048	$	434,212
Fixed income		536,727		(2,967	)		-		17,705			10,562		562,027		551,117		1,037,813		(15,139	)		(56,717	)		(12,000	)		953,957		993,668
Multi-asset		276,933		16,692			-		21,531			12,577		327,733		301,793		767,316		1,865			(89,273	)		(16,613	)		663,295		715,624
Alternatives		75,615		2,367			3,264		2,021			1,831		85,098		79,818		201,162		4,760			(2,486	)		(3,088	)		200,348		200,855
Active subtotal		1,009,974		3,735			3,264		59,280			28,971		1,105,224		1,058,951		2,479,140		(10,339	)		(217,552	)		(40,601	)		2,210,648		2,344,359
Index:
Index and ETFs:
ETFs:
Equity		1,389,004		(25,778	)		-		193,874			30,936		1,588,036		1,504,119		2,350,421		23,328			(348,798	)		(14,608	)		2,010,343		2,178,149
Fixed income		498,675		63,528			-		97			29,478		591,778		540,163		712,767		30,739			(41,926	)		(5,692	)		695,888		702,485
Multi-asset		6,928		(500	)		-		1,098			215		7,741		7,518		8,716		161			(942	)		(67	)		7,868		8,246
Alternatives		7,074		(367	)		-		194			245		7,146		7,538		78,592		(2,125	)		(6,159	)		(111	)		70,197		75,187
Index subtotal		1,901,681		36,883			-		195,263			60,874		2,194,701		2,059,338
Institutional subtotal		2,911,655		40,618			3,264		254,543			89,845		3,299,925		3,118,289
ETFs subtotal																		3,150,496		52,103			(397,825	)		(20,478	)		2,784,296		2,964,067
Non-ETF Index:
Equity																		2,295,774		7,139			(308,637	)		(52,547	)		1,941,729		2,121,237
Fixed income																		895,291		20,526			(75,468	)		(50,350	)		789,999		835,969
Multi-asset																		9,150		(646	)		(938	)		(264	)		7,302		7,871
Alternatives																		5,699		(170	)		(99	)		(218	)		5,212		5,602
Non-ETF Index subtotal																		3,205,914		26,849			(385,142	)		(103,379	)		2,744,242		2,970,679
Index & ETFs subtotal																		6,356,410		78,952			(782,967	)		(123,857	)		5,528,538		5,934,746
Long-term		4,741,486		249,660			3,264		433,245			121,228		5,548,883		5,167,008		8,835,550		68,613			(1,000,519	)		(164,458	)		7,739,186		8,279,105
Cash management		403,584		14,854			-		850			6,135		425,423		406,729		724,939		21,218			(130	)		(6,570	)		739,457		734,270
Advisory⁽⁴⁾		2,782		(188	)		-		(189	)		181		2,586		2,691
Advisory⁽³⁾																		9,025	��	(258	)		-			-			8,767		8,903
Total	$	5,147,852	$	264,326		$	3,264	$	433,906		$	127,544	$	5,976,892	$	5,576,428	$	9,569,514	$	89,573		$	(1,000,649	)	$	(171,028	)	$	8,487,410	$	9,022,278

⁽¹⁾ ~~Amount represents~~The following table presents the component changes in AUM ~~acquired in~~by product type for the ~~First Reserve Transaction.~~three months ended June 30, 2022.

AUM decreased $1.08 trillion to $8.49 trillion at June 30, 2022, driven by net market depreciation and the negative impact of foreign exchange movements, partially offset by net inflows.

Long-term net inflows of $69 billion were comprised of net inflows of $52 billion and $26 billion into ETFs and institutional, respectively, partially offset by $10 billion of retail outflows. Net flows in long-term products are described below.

44Cash management AUM increased to $739 billion, driven by US government mandates and included inflows from Circle Internet Financial as the Company became the primary manager of their USD Coin cash reserves.

Net market depreciation of $1 trillion was primarily driven by global equity and fixed income market depreciation.

AUM decreased $171 billion due to the negative impact of foreign exchange movements, primarily due to the strengthening of the US dollar, largely against the British pound, the Japanese yen and the Euro.

The following table presents the component changes in AUM by ~~investment style~~client type and product type for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2022.

December 31,

Net
inflows

Market

FX

September 30,

Average

(in millions)
2016

(outflows)

Acquisition⁽¹⁾

change

impact⁽²⁾

2017

AUM⁽³⁾

Active:

Equity
$
275,033

$
(17,475
)

$
-

$
34,966

$
7,652

$
300,176

$
289,036

Fixed income

749,996

10,910

-

23,502

13,432

797,840

775,996

Multi-asset

384,930

15,845

-

31,536

13,484

445,795

414,624

Alternatives

91,093

2,209

3,264

2,746

2,229

101,541

96,339

Active subtotal

1,501,052

11,489

3,264

92,750

36,797

1,645,352

1,575,995

Index and iShares ETFs:

iShares ETFs:

Equity

951,252

129,488

-

134,562

13,093

1,228,395

1,095,500

Fixed income

314,707

58,779

-

5,105

7,676

386,267

351,985

Multi-asset

3,149

61

-

272

9

3,491

3,122

Alternatives

18,771

2,213

-

1,138

162

22,284

20,470

iShares ETFs subtotal

1,287,879

190,541

-

141,077

20,940

1,640,437

1,471,077

Non-ETF Index

Equity

1,430,891

(17,651
)

-

197,823

32,831

1,643,894

1,553,530

Fixed income

507,662

66,148

-

303

30,200

604,313

551,349

Multi-asset

6,928

(500
)

-

1,098

215

7,741

7,518

Alternatives

7,074

(367
)

-

194

245

7,146

7,539

Non-ETF Index subtotal

1,952,555

47,630

-

199,418

63,491

2,263,094

2,119,936

Index & iShares ETFs subtotal

3,240,434

238,171

-

340,495

84,431

3,903,531

3,591,013

Long-term

4,741,486

249,660

3,264

433,245

121,228

5,548,883

5,167,008

Cash management

403,584

14,854

-

850

6,135

425,423

406,729

Advisory⁽⁴⁾

2,782

(188
)

-

(189
)

181

2,586

2,691

Total
$
5,147,852

$
264,326

$
3,264

$
433,906

$
127,544

$
5,976,892

$
5,576,428

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

	December 31,		Net inflows					Market				FX		September 30,		Average		December 31,		Net inflows			Market			FX			June 30,		Average
(in millions)	2016		(outflows)			Acquisition⁽¹⁾		change				impact⁽²⁾		2017		AUM⁽³⁾		2021		(outflows)			change			impact⁽¹⁾			2022		AUM⁽²⁾
Retail:
Equity	$	2,657,176	$	94,362		$	-	$	367,351			$	53,576	$	3,172,465	$	2,938,066	$	471,937	$	5,329		$	(95,767	)	$	(10,273	)	$	371,226	$	426,530
Fixed income		1,572,365		135,837			-		28,910				51,308		1,788,420		1,679,330		365,306		(9,458	)		(37,149	)		(4,839	)		313,860		341,015
Multi-asset		395,007		15,406			-		32,906				13,708		457,027		425,264		155,461		(22	)		(25,078	)		(1,219	)		129,142		144,767
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
Alternatives subtotal		116,938		4,055			3,264		4,078				2,636		130,971		124,348
Alternatives																			47,349		4,342			(1,879	)		(615	)		49,197		49,151
Retail subtotal																			1,040,053		191			(159,873	)		(16,946	)		863,425	��	961,463
ETFs:
Equity																			2,447,248		64,499			(484,632	)		(16,772	)		2,010,343		2,255,471
Fixed income																			745,373		38,889			(81,054	)		(7,320	)		695,888		713,181
Multi-asset																			9,119		231			(1,433	)		(49	)		7,868		8,466
Alternatives																			65,614		4,693			14			(124	)		70,197		72,087
ETFs subtotal																			3,267,354		108,312			(567,105	)		(24,265	)		2,784,296		3,049,205
Institutional:
Active:
Equity																			199,980		5,716			(35,704	)		(6,295	)		163,697		183,162
Fixed income																			767,402		(9,667	)		(83,354	)		(12,529	)		661,852		715,059
Multi-asset																			642,951		18,997			(108,576	)		(19,213	)		534,159		598,329
Alternatives																			146,384		6,627			1,285			(3,142	)		151,154		150,223
Active subtotal																			1,756,717		21,673			(226,349	)		(41,179	)		1,510,862		1,646,773
Index:
Equity																			2,223,195		29,122			(388,908	)		(63,555	)		1,799,854		2,036,631
Fixed income																			943,960		23,885			(130,877	)		(68,724	)		768,244		861,222
Multi-asset																			8,963		(154	)		(1,135	)		(378	)		7,296		8,173
Alternatives																			5,534		(671	)		657			(311	)		5,209		5,540
Index subtotal																			3,181,652		52,182			(520,263	)		(132,968	)		2,580,603		2,911,566
Institutional subtotal																			4,938,369		73,855			(746,612	)		(174,147	)		4,091,465		4,558,339
Long-term		4,741,486		249,660			3,264		433,245				121,228		5,548,883		5,167,008		9,245,776		182,358			(1,473,590	)		(215,358	)		7,739,186		8,569,007
Cash management		403,584		14,854			-		850				6,135		425,423		406,729		755,057		(5,876	)		(759	)		(8,965	)		739,457		735,753
Advisory⁽⁴⁾		2,782		(188	)		-		(189	)			181		2,586		2,691
Advisory⁽³⁾																			9,310		(543	)		-			-			8,767		9,012
Total	$	5,147,852	$	264,326		$	3,264	$	433,906		��	$	127,544	$	5,976,892	$	5,576,428	$	10,010,143	$	175,939		$	(1,474,349	)	$	(224,323	)	$	8,487,410	$	9,313,772

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

The following table presents the component changes in AUM by investment style and product type for the six months ended June 30, 2022.

	December 31,		Net inflows			Market			FX			June 30,		Average
(in millions)	2021		(outflows)			change			impact⁽¹⁾			2022		AUM⁽²⁾
Active:
Equity	$	507,103	$	172		$	(102,604	)	$	(11,623	)	$	393,048	$	454,645
Fixed income		1,107,085		(20,416	)		(117,195	)		(15,517	)		953,957		1,032,671
Multi-asset		798,404		18,974			(133,653	)		(20,430	)		663,295		743,088
Alternatives		193,733		10,969			(596	)		(3,758	)		200,348		199,373
Active subtotal		2,606,325		9,699			(354,048	)		(51,328	)		2,210,648		2,429,777
Index and ETFs:
ETFs:
Equity		2,447,248		64,499			(484,632	)		(16,772	)		2,010,343		2,255,471
Fixed income		745,373		38,889			(81,054	)		(7,320	)		695,888		713,181
Multi-asset		9,119		231			(1,433	)		(49	)		7,868		8,466
Alternatives		65,614		4,693			14			(124	)		70,197		72,087
ETFs subtotal		3,267,354		108,312			(567,105	)		(24,265	)		2,784,296		3,049,205
Non-ETF Index:
Equity		2,388,009		39,995			(417,775	)		(68,500	)		1,941,729		2,191,678
Fixed income		969,583		25,176			(134,185	)		(70,575	)		789,999		884,625
Multi-asset		8,971		(153	)		(1,136	)		(380	)		7,302		8,181
Alternatives		5,534		(671	)		659			(310	)		5,212		5,541
Non-ETF Index subtotal		3,372,097		64,347			(552,437	)		(139,765	)		2,744,242		3,090,025
Index & ETFs subtotal		6,639,451		172,659			(1,119,542	)		(164,030	)		5,528,538		6,139,230
Long-term		9,245,776		182,358			(1,473,590	)		(215,358	)		7,739,186		8,569,007
Cash management		755,057		(5,876	)		(759	)		(8,965	)		739,457		735,753
Advisory⁽³⁾		9,310		(543	)		-			-			8,767		9,012
Total	$	10,010,143	$	175,939		$	(1,474,349	)	$	(224,323	)	$	8,487,410	$	9,313,772

The following table presents the component changes in AUM by product type for the six months ended June 30, 2022.

AUM ~~increased $829.0 billion, or 16%,~~decreased $1.52 trillion to ~~$6.0~~$8.49 trillion at ~~September~~June 30, ~~2017 from $5.1 trillion at December 31, 2016,~~ 2022, driven by net market ~~appreciation, positive net inflows,~~ depreciation and the negative impact of foreign exchange movements, ~~and AUM acquired in the First Reserve Transaction.~~partially offset by net inflows.

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

Long-term net inflows of ~~$249.7~~$182 billion were comprised of net inflows of ~~$190.5 billion, $40.6~~$108 billion and ~~$18.5~~$74 billion ~~from~~ ~~iShares~~ into ETFs, ~~institutional clients~~ and ~~retail clients,~~institutional, respectively. Net flows in long-term products are described below.

Cash management AUM ~~increased 5%~~decreased to ~~$425.4 billion, driven by $14.9 billion of net inflows.~~

~~AUM increased $127.5~~$739 billion, due to net outflows of $6 billion and the negative impact of foreign exchange movements of $9 billion.

Net market depreciation of $1.5 trillion was primarily driven by global equity and fixed income market depreciation.

AUM decreased $224 billion due to the negative impact of foreign exchange movements, primarily ~~resulting from~~due to the ~~weakening~~strengthening of the ~~U.S.~~US dollar, largely against the British pound, the Japanese yen and the Euro.

Component Changes in AUM for the Twelve Months Ended ~~September~~June 30, ~~2017~~2022

The following table presents the component changes in AUM by client type and product type for the twelve months ended ~~September~~June 30, ~~2017.~~2022.

	September 30,		Net inflows					Market			FX			September 30,		Average		June 30,		Net inflows			Market			FX			June 30,		Average
(in millions)	2016		(outflows)			Acquisition⁽¹⁾		change			impact⁽²⁾			2017		AUM⁽³⁾		2021		(outflows)			change			impact⁽¹⁾			2022		AUM⁽²⁾
Retail:
Equity	$	196,131	$	4,751		$	-	$	22,417		$	2,369		$	225,668	$	207,806	$	446,327	$	23,190		$	(84,740	)	$	(13,551	)	$	371,226	$	439,849
Fixed income		230,842		14,666			-		1,204			1,636			248,348		234,080		359,480		3,925			(42,563	)		(6,982	)		313,860		350,333
Multi-asset		111,369		(2,548	)		-		8,891			350			118,062		111,957		147,228		7,683			(24,120	)		(1,649	)		129,142		147,910
Alternatives		16,436		(814	)		-		693			128			16,443		16,435		42,448		9,588			(2,023	)		(816	)		49,197		46,930
Retail subtotal		554,778		16,055			-		33,205			4,483			608,521		570,278		995,483		44,386			(153,446	)		(22,998	)		863,425		985,022
iShares ETFs:
ETFs:
Equity		891,010		180,138			-		150,283			6,964			1,228,395		1,049,435		2,257,828		169,555			(392,003	)		(25,037	)		2,010,343		2,279,120
Fixed income		329,462		58,453			-		(5,239	)		3,591			386,267		345,114		700,009		94,433			(87,618	)		(10,936	)		695,888		714,420
Multi-asset		2,506		755			-		223			7			3,491		2,999		7,663		1,551			(1,265	)		(81	)		7,868		8,312
Alternatives		23,188		495			-		(1,448	)		49			22,284		20,724		66,005		4,670			(311	)		(167	)		70,197		69,079
iShares ETFs subtotal		1,246,166		239,841			-		143,819			10,611			1,640,437		1,418,272
ETFs subtotal																			3,031,505		270,209			(481,197	)		(36,221	)		2,784,296		3,070,931
Institutional:
Active:
Equity		123,770		(15,161	)		-		20,675			1,082			130,366		124,915		184,174		15,311			(27,814	)		(7,974	)		163,697		184,401
Fixed income		560,799		(1,700	)		-		3,168			(240	)		562,027		550,908		716,671		43,210			(80,946	)		(17,083	)		661,852		720,305
Multi-asset		280,406		22,351			-		19,126			5,850			327,733		295,524		584,582		58,347			(81,391	)		(27,379	)		534,159		603,840
Alternatives		74,678		4,553			3,264		2,092			511			85,098		78,678		138,622		13,870			2,652			(3,990	)		151,154		146,260
Active subtotal		1,039,653		10,043			3,264		45,061			7,203			1,105,224		1,050,025		1,624,049		130,738			(187,499	)		(56,426	)		1,510,862		1,654,806
Index:
Equity		1,355,128		(17,400	)		-		246,625			3,683			1,588,036		1,468,656		2,146,062		(25,116	)		(239,291	)		(81,801	)		1,799,854		2,096,323
Fixed income		507,165		89,725			-		(15,805	)		10,693			591,778		528,790		936,005		30,288			(111,182	)		(86,867	)		768,244		902,546
Multi-asset		7,980		(296	)		-		371			(314	)		7,741		7,603		9,297		(587	)		(925	)		(489	)		7,296		9,074
Alternatives		7,228		(543	)		-		408			53			7,146		7,440		5,709		(1,036	)		906			(370	)		5,209		5,604
Index subtotal		1,877,501		71,486			-		231,599			14,115			2,194,701		2,012,489		3,097,073		3,549			(350,492	)		(169,527	)		2,580,603		3,013,547
Institutional subtotal		2,917,154		81,529			3,264		276,660			21,318			3,299,925		3,062,514		4,721,122		134,287			(537,991	)		(225,953	)		4,091,465		4,668,353
Long-term		4,718,098		337,425			3,264		453,684			36,412			5,548,883		5,051,064		8,748,110		448,882			(1,172,634	)		(285,172	)		7,739,186		8,724,306
Cash management		388,982		32,526			-		1,074			2,841			425,423		404,180		727,603		25,638			(1,687	)		(12,097	)		739,457		729,454
Advisory⁽⁴⁾⁽³⁾		10,341		(7,573	)		-		(137	)		(45	)		2,586		4,323		20,280		(11,530	)		18			(1	)		8,767		10,566
Total	$	5,117,421	$	362,378		$	3,264	$	454,621		$	39,208		$	5,976,892	$	5,459,567	$	9,495,993	$	462,990		$	(1,174,303	)	$	(297,270	)	$	8,487,410	$	9,464,326

The following table presents the component changes in AUM by investment style and product type for the twelve months ended ~~September~~June 30, ~~2017.~~2022.

	September 30,		Net inflows					Market			FX			September 30,		Average		June 30,		Net inflows			Market			FX			June 30,		Average
(in millions)	2016		(outflows)			Acquisition⁽¹⁾		change			impact⁽²⁾			2017		AUM⁽³⁾		2021		(outflows)			change			impact⁽¹⁾			2022		AUM⁽²⁾
Active:
Equity	$	281,726	$	(22,023	)	$	-	$	38,028		$	2,445		$	300,176	$	285,819	$	479,240	$	23,744		$	(94,518	)	$	(15,418	)	$	393,048	$	468,953
Fixed income		782,858		9,427			-		4,516			1,039			797,840		774,433		1,054,517		41,507			(120,201	)		(21,866	)		953,957		1,047,608
Multi-asset		391,775		19,803			-		28,017			6,200			445,795		407,481		731,806		66,025			(105,509	)		(29,027	)		663,295		751,743
Alternatives		91,114		3,739			3,264		2,785			639			101,541		95,113		181,069		23,458			627			(4,806	)		200,348		193,189
Active subtotal		1,547,473		10,946			3,264		73,346			10,323			1,645,352		1,562,846		2,446,632		154,734			(319,601	)		(71,117	)		2,210,648		2,461,493
Index and iShares ETFs:
iShares ETFs:
Index and ETFs:
ETFs:
Equity		891,010		180,138			-		150,283			6,964			1,228,395		1,049,435		2,257,828		169,555			(392,003	)		(25,037	)		2,010,343		2,279,120
Fixed income		329,462		58,453			-		(5,239	)		3,591			386,267		345,114		700,009		94,433			(87,618	)		(10,936	)		695,888		714,420
Multi-asset		2,506		755			-		223			7			3,491		2,999		7,663		1,551			(1,265	)		(81	)		7,868		8,312
Alternatives		23,188		495			-		(1,448	)		49			22,284		20,724		66,005		4,670			(311	)		(167	)		70,197		69,079
iShares ETFs subtotal		1,246,166		239,841			-		143,819			10,611			1,640,437		1,418,272
ETFs subtotal																			3,031,505		270,209			(481,197	)		(36,221	)		2,784,296		3,070,931
Non-ETF Index:
Equity		1,393,303		(5,787	)		-		251,689			4,689			1,643,894		1,515,558		2,297,323		(10,359	)		(257,327	)		(87,908	)		1,941,729		2,251,620
Fixed income		515,948		93,264			-		(15,949	)		11,050			604,313		539,345		957,639		35,916			(114,490	)		(89,066	)		789,999		925,576
Multi-asset		7,980		(296	)		-		371			(314	)		7,741		7,603		9,301		(582	)		(927	)		(490	)		7,302		9,081
Alternatives		7,228		(543	)		-		408			53			7,146		7,440		5,710		(1,036	)		908			(370	)		5,212		5,605
Non-ETF Index subtotal		1,924,459		86,638			-		236,519			15,478			2,263,094		2,069,946		3,269,973		23,939			(371,836	)		(177,834	)		2,744,242		3,191,882
Index & iShares ETFs subtotal		3,170,625		326,479			-		380,338			26,089			3,903,531		3,488,218
Index & ETFs subtotal																			6,301,478		294,148			(853,033	)		(214,055	)		5,528,538		6,262,813
Long-term		4,718,098		337,425			3,264		453,684			36,412			5,548,883		5,051,064		8,748,110		448,882			(1,172,634	)		(285,172	)		7,739,186		8,724,306
Cash management		388,982		32,526			-		1,074			2,841			425,423		404,180		727,603		25,638			(1,687	)		(12,097	)		739,457		729,454
Advisory⁽⁴⁾⁽³⁾		10,341		(7,573	)		-		(137	)		(45	)		2,586		4,323		20,280		(11,530	)		18			(1	)		8,767		10,566
Total	$	5,117,421	$	362,378		$	3,264	$	454,621		$	39,208		$	5,976,892	$	5,459,567	$	9,495,993	$	462,990		$	(1,174,303	)	$	(297,270	)	$	8,487,410	$	9,464,326

The following table presents the component changes in AUM by product type for the twelve months ended ~~September~~June 30, ~~2017.~~2022.

	September 30,		Net inflows					Market			FX			September 30,		Average		June 30,		Net inflows			Market			FX			June 30,		Average
(in millions)	2016		(outflows)			Acquisition⁽¹⁾		change			impact⁽²⁾			2017		AUM⁽³⁾		2021		(outflows)			change			impact⁽¹⁾			2022		AUM⁽²⁾
Equity	$	2,566,039	$	152,328		$	-	$	440,000		$	14,098		$	3,172,465	$	2,850,812	$	5,034,391	$	182,940		$	(743,848	)	$	(128,363	)	$	4,345,120	$	4,999,693
Fixed income		1,628,268		161,144			-		(16,672	)		15,680			1,788,420		1,658,892		2,712,165		171,856			(322,309	)		(121,868	)		2,439,844		2,687,604
Multi-asset		402,261		20,262			-		28,611			5,893			457,027		418,083		748,770		66,994			(107,701	)		(29,598	)		678,465		769,136
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																			95,961		15,835			3,322			(3,079	)		112,039		103,771
Liquid alternatives																			81,560		6,629			(2,983	)		(1,436	)		83,770		85,311
Currency and commodities⁽⁴⁾																			75,263		4,628			885			(828	)		79,948		78,791
Alternatives subtotal		121,530		3,691			3,264		1,745			741			130,971		123,277		252,784		27,092			1,224			(5,343	)		275,757		267,873
Long-term		4,718,098		337,425			3,264		453,684			36,412			5,548,883		5,051,064		8,748,110		448,882			(1,172,634	)		(285,172	)		7,739,186		8,724,306
Cash management		388,982		32,526			-		1,074			2,841			425,423		404,180		727,603		25,638			(1,687	)		(12,097	)		739,457		729,454
Advisory⁽⁴⁾		10,341		(7,573	)		-		(137	)		(45	)		2,586		4,323
Advisory⁽³⁾																			20,280		(11,530	)		18			(1	)		8,767		10,566
Total	$	5,117,421	$	362,378		$	3,264	$	454,621		$	39,208		$	5,976,892	$	5,459,567	$	9,495,993	$	462,990		$	(1,174,303	)	$	(297,270	)	$	8,487,410	$	9,464,326

⁽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 billion, or 17%,~~decreased $1 trillion to ~~$6.0~~$8.49 trillion at ~~September~~June 30, ~~2017 from $5.1 trillion at September 30, 2016,~~ 2022, driven by net market ~~appreciation, positive net inflows,~~depreciation and the negative impact of foreign exchange movements, ~~and AUM acquired in the First Reserve Transaction.~~

~~Net market appreciation of $454.6 billion was primarily driven~~partially offset by ~~higher U.S. and global equity markets.~~net inflows.

Long-term net inflows of ~~$337.4~~$449 billion were comprised of net inflows of ~~$239.8~~$270 billion, ~~$81.5~~$135 billion and ~~$16.1~~$44 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~~$739 billion, driven by ~~$32.5~~net inflows of $26 billion partially offset by the negative impact of ~~net inflows.~~foreign exchange movements.

Net market depreciation of $1.2 trillion was driven by global equity and fixed income market depreciation.

AUM ~~increased $39.2~~decreased $297 billion due to the negative impact of foreign exchange movements, primarily ~~due to~~resulting from the ~~weakening~~strengthening of the ~~U.S.~~US dollar, largely against the ~~Euro and~~ British pound, ~~partially offset by the strengthening of the U.S. dollar against the~~Euro and Japanese yen.

The Company’s results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 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~~2021 (“~~2016~~2021 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 ~~asset~~three and six months ended June 30, 2022 and 2021 and includes the product type mix of ~~investment advisory, administration~~base fees and securities lending revenue ~~(collectively “base fees”)~~ and ~~mix~~performance fees.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in millions)	2022		2021		2022		2021
Investment advisory, administration fees and securities lending revenue:
Equity:
Active	$	550	$	641	$	1,166	$	1,217
ETFs		1,103		1,156		2,261		2,224
Non-ETF Index		186		198		373		374
Equity subtotal		1,839		1,995		3,800		3,815
Fixed income:
Active		503		545		1,037		1,070
ETFs		274		294		563		589
Non-ETF Index		102		116		220		229
Fixed income subtotal		879		955		1,820		1,888
Multi-asset		331		344		690		672
Alternatives:
Illiquid alternatives		184		167		363		335
Liquid alternatives		161		150		328		297
Currency and commodities⁽¹⁾		62		55		118		108
Alternatives subtotal		407		372		809		740
Long-term		3,456		3,666		7,119		7,115
Cash management		232		91		402		234
Total investment advisory, administration fees and securities lending revenue		3,688		3,757		7,521		7,349
Investment advisory performance fees:
Equity		3		36		15		62
Fixed income		13		15		22		29
Multi-asset		7		9		12		17
Alternatives:
Illiquid alternatives		65		90		102		97
Liquid alternatives		18		190		53		264
Alternatives subtotal		83		280		155		361
Total performance fees		106		340		204		469
Technology services revenue		332		316		673		622
Distribution fees:
Retrocessions		269		264		548		502
12b-1 fees (US mutual fund distribution fees)		80		87		168		172
Other		12		18		26		35
Total distribution fees		361		369		742		709
Advisory and other revenue:
Advisory		15		9		31		24
Other		24		29		54		45
Total advisory and other revenue		39		38		85		69
Total revenue	$	4,526	$	4,820	$	9,225	$	9,218

The table below lists a percentage breakdown of base fees and securities lending revenue and average AUM by product type:

	Three Months Ended September 30,												Nine Months Ended September 30,												Three Months Ended June 30,												Six Months Ended June 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⁾						Percentage of Base Fees and Securities Lending Revenue						Percentage of Average AUM by Product Type⁽¹⁾						Percentage of Base Fees and Securities Lending Revenue						Percentage of Average AUM by Product Type⁽²⁾
	2017			2016			2017			2016			2017			2016			2017			2016			2022			2021			2022			2021			2022			2021			2022			2021
Equity:
Active		15	%		16	%		5	%		6	%		15	%		16	%		5	%		6	%		15	%		18	%		5	%		5	%		15	%		19	%		5	%		5	%
iShares ETFs		30	%		27	%		20	%		17	%		29	%		27	%		20	%		17	%
Non-ETF index		6	%		7	%		28	%		27	%		6	%		7	%		28	%		27	%
ETFs																										30	%		31	%		24	%		24	%		30	%		30	%		23	%		23	%
Non-ETF Index																										5	%		5	%		24	%		23	%		5	%		5	%		24	%		24	%
Equity subtotal		51	%		50	%		53	%		50	%		50	%		50	%		53	%		50	%		50	%		54	%		53	%		52	%		50	%		54	%		52	%		52	%
Fixed income:
Active		16	%		17	%		13	%		15	%		17	%		16	%		13	%		16	%		14	%		14	%		11	%		12	%		14	%		14	%		11	%		11	%
iShares ETFs		8	%		7	%		6	%		6	%		7	%		7	%		6	%		6	%
Non-ETF index		3	%		3	%		10	%		10	%		3	%		3	%		10	%		10	%
ETFs																										7	%		8	%		8	%		7	%		7	%		8	%		8	%		8	%
Non-ETF Index																										3	%		3	%		9	%		10	%		3	%		3	%		10	%		10	%
Fixed income subtotal		27	%		27	%		29	%		31	%		27	%		26	%		29	%		32	%		24	%		25	%		28	%		29	%		24	%		25	%		29	%		29	%
Multi-asset		10	%		11	%		8	%		8	%		11	%		12	%		8	%		8	%		9	%		9	%		8	%		8	%		9	%		9	%		8	%		8	%
Alternatives:
Core		6	%		6	%		2	%		2	%		6	%		7	%		2	%		2	%
Currency and commodities		1	%		1	%		1	%		1	%		1	%		1	%		1	%		1	%
Illiquid alternatives																										5	%		5	%		1	%		1	%		5	%		5	%		1	%		1	%
Liquid alternatives																										4	%		4	%		1	%		1	%		4	%		4	%		1	%		1	%
Currency and commodities⁽³⁾																										2	%		1	%		1	%		1	%		3	%		1	%		1	%		1	%
Alternatives subtotal		7	%		7	%		3	%		3	%		7	%		8	%		3	%		3	%		11	%		10	%		3	%		3	%		12	%		10	%		3	%		3	%
Long-term		95	%		95	%		93	%		92	%		95	%		96	%		93	%		93	%		94	%		98	%		92	%		92	%		95	%		98	%		92	%		92	%
Cash management		5	%		5	%		7	%		8	%		5	%		4	%		7	%		7	%		6	%		2	%		8	%		8	%		5	%		2	%		8	%		8	%
Total excluding Advisory AUM		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

Three Months Ended ~~September~~June 30, ~~2017~~2022 Compared with Three Months Ended ~~September~~June 30, ~~2016~~2021

Revenue ~~increased $396~~decreased $294 million, or ~~14%~~6%, from the ~~third quarter of 2016,~~three months ended June 30, 2021, primarily driven by ~~growth in base fees,~~the impact of significantly lower markets and US dollar appreciation on average AUM and lower performance ~~fees, and technology and risk management revenue.~~fees.

Investment advisory, administration fees and securities lending revenue of ~~$2,792~~$3,688 million ~~increased $246~~decreased $69 million from ~~$2,546~~$3,757 million infor the ~~third quarter of 2016, reflecting~~three months ended June 30, 2021, primarily driven by the negative impact of ~~higher markets~~market beta and ~~organic growth~~foreign exchange movements on average AUM,, partially offset by ~~previously announced pricing changes to select investment products.~~organic base fee growth, the elimination of yield-related fee waivers on money market funds, and higher securities lending revenue. Securities lending revenue ~~was $150~~of $160 million inincreased from $140 million for the ~~current quarter compared with $142 million in the third quarter of 2016.~~ three months ended June 30, 2021, primarily reflecting higher spreads.

Investment advisory performance fees of ~~$191~~$106 million decreased $234 million from $340 million for the three months ended June 30, 2021, primarily reflecting lower revenue from alternative and long-only products.

Technology services revenue of $332 million increased ~~$133~~$16 million from $316 million for the three months ended June 30, 2021, reflecting continued strong client demand for Aladdin, despite the negative impact of foreign exchange movements.

Revenue increased $7 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.

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

~~Revenue increased $757 million, or 9%, from the nine~~six months ended ~~September~~June 30, ~~2016, driven by growth in~~2021, reflecting higher base fees, ~~performance fees,~~technology services revenue and ~~technology and risk management~~securities lending revenue, ~~partially~~largely offset by lower ~~advisory and other revenue.~~performance fees.

Investment advisory, administration fees and securities lending revenue of ~~$7,997~~$7,521 million increased ~~$603~~$172 million from ~~$7,394~~$7,349 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016, reflecting~~ 2021, primarily driven by strong organic base fee growth,the ~~impact~~elimination of yield-related fee waivers on money market funds, and higher ~~markets and organic growth on average AUM, and the effect of AUM acquired in the BofA~~^® ~~Global Capital Management transaction,~~securities lending revenue, partially offset by ~~previously announced pricing changes to select investment products~~.the negative impact of market beta and foreign exchange movements on average AUM. Securities lending revenue ~~was $447~~of $298 million increased $31 million from $267 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017 compared with $441~~2021, primarily reflecting higher spreads.

Investment advisory performance fees of $204 million decreased $265 million from $469 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~ 2021, primarily reflectinglower revenue from liquid alternative and long-only products.

~~Investment advisory performance fees~~Technology services revenue of ~~$309~~$673 million increased ~~$143~~$51 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~~$622 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2021, primarily reflecting ~~ongoing demand for~~ higher revenue from Aladdin ~~and other technology offerings.~~

~~Advisory and other revenue~~, despite the negative impact 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.foreign exchange movements.

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					Six Months Ended
	June 30,					June 30,
(in millions)	2022		2021			2022			2021
Expense:
Employee compensation and benefits	$	1,414	$	1,548		$	2,912		$	2,957
Distribution and servicing costs:
Retrocessions		269		264			548			502
12b-1 costs		78		85			164			168
Other		225		174			434			358
Total distribution and servicing costs		572		523			1,146			1,028
Direct fund expense		304		320			633			640
General and administration expense:
Marketing and promotional		76		53			136			88
Occupancy and office related		106		80			205			159
Portfolio services		67		64			136			129
Sub-advisory		20		23			42			45
Technology		148		129			293			233
Professional services		42		41			82			80
Communications		10		11			21			22
Foreign exchange remeasurement		2		(2	)		(1	)		2
Contingent consideration fair value adjustments		—		1			1			4
Product launch costs		—		—			—			178
Other general and administration		59		61			111			106
Total general and administration expense		530		461			1,026			1,046
Amortization of intangible assets		38		37			76			71
Total expense	$	2,858	$	2,889		$	5,793		$	5,742

Three Months Ended ~~September~~June 30, ~~2017~~2022 Compared with Three Months Ended ~~September~~June 30, ~~2016~~2021

~~GAAP~~. Expense ~~increased $211~~decreased $31 million from the ~~third quarter of 2016,~~three months ended June 30, 2021, largely driven ~~primarily~~ by ~~higher~~lower employee compensation and benefits expense, partially offset by higher general and administration ~~expense, and higher direct fund~~ expense.

Employee compensation and benefits expense ~~increased $119~~ decreased $134 million ~~or 12%,~~ from the ~~third quarter of 2016, primarily~~three months ended June 30, 2021, reflecting ~~higher~~lower incentive compensation, ~~driven primarily by higher~~due to lower operating income and performance fees, and ~~operating income,~~lower deferred compensation driven in part by the lower mark-to-market impact of certain deferred cash compensation programs, partially offset by higher base compensation.

General and ~~higher headcount. Employees at September 30, 2017 totaled approximately 13,700 compared with approximately 13,000 at September 30, 2016.~~

~~Direct fund~~administration expense increased ~~$34~~$69 million from the ~~third quarter~~three months ended June 30, 2021, primarily driven by higher marketing and promotional expense, resulting from higher travel and entertainment expense, and higher technology expense. The increase also reflected higher occupancy and office related expense, including $15 million of ~~2016, reflecting higher average AUM.~~noncash occupancy expense related to the lease of office space for the Company’s future headquarters located at 50 Hudson Yards in New York (“Lease cost – Hudson Yards”), which it expects to begin to occupy in late 2022 (and begin lease payments in May 2023). Lease cost – Hudson Yards has been excluded from our “as adjusted” financial results. See Non-GAAP Financial Measures for further information on as adjusted items.

~~General and administration expense~~Six Months Ended June 30, 2022 Compared with Six Months Ended June 30, 2021

Expense increased $51 million from the ~~third quarter of 2016, reflecting~~six months ended June 30, 2021, largely driven by higher ~~portfolio services, technology, and professional services~~volume-related 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~~partially offset by ~~higher~~lower employee compensation and benefits expense ~~higher~~and lower 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 million from~~including the ~~nine~~impact of product launch costs incurred during the six months ended ~~September~~June 30, 2016, driven primarily 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, partially offset by a restructuring charge recorded in the first quarter of 2016.2021.

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 $45 million from the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2021, reflecting lower incentive compensation due to lower operating income and performance fees, and lower deferred compensation driven in part by the lower mark-to-market impact of certain deferred cash compensation programs, partially offset by higher ~~average AUM.~~base compensation.

General and administration expense ~~increased $68~~ decreased $20 million from the ~~nine~~six months ended ~~September~~June 30, ~~2016, reflecting~~2021, primarily driven by $178 million of product launch costs incurred during the six months ended June 30, 2021, partially offset by higher ~~portfolio services and~~ technology expense and ~~the impact of foreign exchange remeasurement~~higher marketing and promotional expense, resulting from higher travel and entertainment expense.

~~As Adjusted~~. Expense, as adjusted, increased $404 million, or 8%, to $5,227 million from $4,823 million in the nine months ended September 30, 2016. The increase in total expense, as adjusted, is driven primarily by higher employee compensation and benefit expense, higher direct fund expense, higher generalGeneral and administration expense also reflected higher occupancy and ~~the $22~~office related expense, including $27 million ~~expense 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.~~ Lease cost – Hudson Yards described above.

The summary ~~and reconciliation~~ of ~~U.S. GAAP nonoperating income (expense) to~~ nonoperating income (expense), ~~as adjusted~~less net income (loss) attributable to NCI for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 was as follows:

	Three Months Ended						Nine Months Ended						Three Months Ended					Six Months Ended
	September 30,						September 30,						June 30,					June 30,
(in millions)	2017			2016			2017			2016			2022			2021		2022			2021
Nonoperating income (expense), GAAP basis⁽¹⁾	$	10		$	1		$	4		$	(72	)	$	(347	)	$	270	$	(485	)	$	316
Less: Net income (loss) attributable to NCI		12			2			31			(2	)		(114	)		169		(187	)		243
Nonoperating income (expense), as adjusted, net of NCI⁽²⁾⁽³⁾	$	(2	)	$	(1	)	$	(27	)	$	(70	)
Nonoperating income (expense), net of NCI⁽¹⁾⁽²⁾													$	(233	)	$	101	$	(298	)	$	73

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

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						Six Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						September 30,						September 30,						June 30,						June 30,						June 30,						June 30,
(in millions)	2017			2016			2017			2016			2017			2016			2017			2016			2022			2021			2022			2021			2022			2021			2022			2021
Operating income⁽¹⁾	$	1,394		$	1,209		$	3,783		$	3,345		$	1,398		$	1,216		$	3,795		$	3,442
Total nonoperating income (expense)⁽¹⁾⁽²⁾		(2	)		(1	)		(27	)		(70	)		(2	)		(1	)		(27	)		(70	)
Operating income⁽¹⁾																									$	1,668		$	1,931		$	3,432		$	3,476		$	1,727		$	2,016		$	3,549		$	3,615
Total nonoperating income (expense)⁽¹⁾⁽²⁾																									$	(233	)	$	101		$	(298	)	$	73		$	(233	)	$	101		$	(298	)	$	73
Income before income taxes⁽²⁾	$	1,392		$	1,208		$	3,756		$	3,275		$	1,396		$	1,215		$	3,768		$	3,372		$	1,435		$	2,032		$	3,134		$	3,549		$	1,494		$	2,117		$	3,251		$	3,688
Income tax expense	$	445		$	333		$	1,090		$	954		$	427		$	361		$	1,074		$	1,010		$	358		$	654		$	621		$	972		$	372		$	503		$	667		$	834
Effective tax rate		32.0	%		27.6	%		29.0	%		29.1	%		30.6	%		29.7	%		28.5	%		30.0	%		24.9	%		32.2	%		19.8	%		27.4	%		24.9	%		23.8	%		20.5	%		22.6	%

~~2017.~~ ~~The three and nine~~2022. Income tax expense for the six months ended ~~September~~June 30, ~~2017 income tax expense (GAAP) reflected net noncash expense~~2022 included $133 million of ~~$19 million related to the revaluation of certain deferred income tax liabilities as a result of domestic state and local tax changes.~~

~~The nine months ended September 30, 2017 income tax expense (GAAP) also included an $81 million~~ discrete tax ~~benefit, reflecting the adoption of new accounting guidance~~benefits related to stock-based compensation awards that vested in the first quarter and the resolution of ~~2017. See Note 2,~~ ~~Significant Accounting Policies~~,certain outstanding tax matters. In addition, GAAP income tax expense for ~~further information.~~

~~The~~the six months ended June 30, 2022 included $18 million of net noncash tax benefit related to the revaluation of certain deferred income tax liabilities, which was excluded from our 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~~results, as it will not have a cash flow impact and to ensure comparability among periods presented.

~~2016.~~ ~~The~~2021. Income tax expense for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016 income tax~~2021 included $171 million of noncash net expense ~~(GAAP) reflected:~~

~~The~~was excluded from our 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,~~results, as it will not have a cash flow impact and to ensure comparability among periods presented. Income tax expense for the six months ended June 30, 2021 also reflected $39 million of discrete tax benefits related to stock-based compensation awards that vested in the first quarter of 2021.

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~~statement of financial condition as additional information to enable investors to exclude certain assets that have equal and offsetting liabilities or ~~noncontrolling interests~~NCI that ultimately do not have an impact on stockholders’ equity or cash flows. Management views the as adjusted ~~balance sheet, a~~statement of financial condition, which contains non-GAAP financial ~~measure,~~measures, 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,~~UK, 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~~obtained under BlackRock Life Limited securities lending arrangements for which it has legal title 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 variable interest entities (“VIEs”) and voting rights entities (“VREs”) ~~and VIEs,~~ (collectively, ~~“Consolidated Sponsored Investment Funds”~~“CIPs”). See Note 2, Significant Accounting Policies, in the notes to the consolidated financial statements contained in the ~~2016~~2021 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~~CIPs to use in its operating activities. In addition, the Company cannot readily sell investments held by ~~Consolidated Sponsored Investment Funds~~CIPs in order to obtain cash for use in the Company’s operations.

	September 30, 2017									June 30, 2022
(in millions)	GAAP Basis		Separate Account Assets/ Collateral⁽¹⁾		Consolidated Sponsored Investment Funds⁽²⁾			As Adjusted		GAAP Basis		Separate Account Assets/ Collateral⁽¹⁾		CIPs⁽²⁾		As Adjusted
Assets
Cash and cash equivalents	$	6,165	$	—	$	63		$	6,102	$	6,481	$	—	$	318	$	6,163
Accounts receivable		3,183		—		—			3,183		3,471		—		—		3,471
Investments		1,928		—		28			1,900		7,302		—		1,252		6,050
Assets of consolidated VIEs:
Cash and cash equivalents		82		—		82			—
Investments		1,286		—		238			1,048
Other assets		46		—		46			—
Separate account assets and collateral held under securities lending agreements		175,369		175,369		—			—		68,548		68,548		—		—
Operating lease right-of-use assets											1,543		—		—		1,543
Other assets⁽³⁾		1,882		—		8			1,874		4,898		—		86		4,812
Subtotal		189,941		175,369		465			14,107		92,243		68,548		1,656		22,039
Goodwill and intangible assets, net		30,626		—		—			30,626		33,723		—		—		33,723
Total assets	$	220,567	$	175,369	$	465		$	44,733	$	125,966	$	68,548	$	1,656	$	55,762
Liabilities
Accrued compensation and benefits	$	1,614	$	—	$	—		$	1,614	$	1,408	$	—	$	—	$	1,408
Accounts payable and accrued liabilities		1,652		—		—			1,652		1,324		—		—		1,324
Liabilities of consolidated VIEs		319		—		319			—
Borrowings		5,000		—		—			5,000		6,635		—		—		6,635
Separate account liabilities and collateral liabilities under securities lending agreements		175,369		175,369		—			—		68,548		68,548		—		—
Deferred income tax liabilities⁽⁴⁾		4,966		—		—			4,966		2,801		—		—		2,801
Operating lease liabilities											1,815		—		—		1,815
Other liabilities		1,230		—		(229	)		1,459		5,130		—		507		4,623
Total liabilities		190,150		175,369		90			14,691		87,661		68,548		507		18,606
Equity
Total stockholders’ equity		30,042		—		—			30,042
Total BlackRock, Inc. stockholders’ equity											37,089		—		—		37,089
Noncontrolling interests		375		—		375			—		1,216		—		1,149		67
Total equity		30,417		—		375			30,042		38,305		—		1,149		37,156
Total liabilities and equity	$	220,567	$	175,369	$	465		$	44,733	$	125,966	$	68,548	$	1,656	$	55,762

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~~June 30, ~~2017~~2022 and December 31, ~~2016~~2021 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~~June 30, ~~2017~~2022 and December 31, ~~2016~~2021 included ~~$73~~$318 million and ~~$53~~$308 million, respectively, of cash held by ~~consolidated VREs~~CIPs (see Liquidity and Capital Resources for details on the change in cash and cash equivalents during the ~~nine~~six months ended ~~September~~June 30, ~~2017)~~2022).

Accounts receivable at ~~September~~June 30, ~~2017 increased $833~~2022 decreased $318 million from December 31, ~~2016~~2021, primarily due to lower base and performance fee receivables, partially offset by an increase in technology services receivables. Investments, including the impact held by CIPs, increased $40 million from December 31, 2021 (for more information see Investments herein). Goodwill and intangible assets decreased $81 million from December 31, 2021, primarily due to amortization of intangible assets. Other assets increased $1.4 billion from December 31, 2021, primarily related to an increase in 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~~June 30, ~~2017~~2022 decreased ~~$266 million~~$1.5 billion from December 31, ~~2016,~~2021, primarily due to ~~2016~~2021 incentive compensation cash payments in the first quarter of ~~2017,~~2022, partially offset by ~~2017~~2022 incentive compensation accruals. Accounts payable and accrued liabilities at ~~September~~June 30, ~~2017 increased $558~~2022 decreased $73 million from December 31, ~~2016~~2021. Borrowings at June 30, 2022 decreased $811 million from December 31, 2021, primarily due to repayments of borrowings of $750 million. Other liabilities increased $1.1 billion from December 31, 2021, primarily due to higher unit trust payables (substantially offset by an increase in unit trust receivables recorded within ~~accounts receivable).~~

other assets), and higher other liabilities held by CIPs, including deferred carried interest liabilities. Net deferred income tax liabilities at ~~September~~June 30, ~~2017~~2022 increased ~~$126~~$43 million ~~partially~~from December 31, 2021, primarily due to the effects of temporary differences associated with 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.partially offset by unrealized investment losses.

The Company’s investments were $7.3 billion at both June 30, 2022 and ~~investments of consolidated VIEs (collectively, “Total Investments”) were $1,928 million and $1,286 million, respectively, at September 30, 2017. Total~~December 31, 2021. Investments include ~~consolidated investments held by sponsored investment funds~~CIPs accounted for as ~~VREs~~VIEs and ~~VIEs.~~VREs. Management reviews BlackRock’s ~~Total Investments~~investments on an “economic” basis, which eliminates the portion of ~~Total Investments~~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,~~investments, as adjusted, to enable investors to understand the portion of ~~Total Investments~~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.

The following table represents the carrying value of the Company’s economic investment exposure, by asset type, at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016:~~2021:

	September 30,		December 31,		June 30,		December 31,
(in millions)	2017		2016		2022		2021
Equity⁽¹⁾					$	1,252	$	1,352
Fixed income⁽²⁾						602		600
Multi-asset⁽³⁾						107		125
Alternatives:
Private equity	$	333	$	334		980		960
Real assets		304		94		312		279
Other alternatives⁽¹⁾		254		245
Other investments⁽²⁾		1,091		846
Other alternatives⁽⁴⁾						412		343
Alternatives subtotal						1,704		1,582
Total “economic” investment exposure	$	1,982	$	1,519	$	3,665	$	3,659

As adjusted investment activity for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 was as follows:

(in millions)				Six Months Ended June 30, 2022
Total Investments, as adjusted, December 31, 2016	$	2,414
Investments, as adjusted, beginning balance				$	6,030
Purchases/capital contributions		830			702
Sales/maturities		(603	)		(320	)
Distributions⁽¹⁾		(67	)		(78	)
Market appreciation(depreciation)/earnings from equity method investments		183			(291	)
Carried interest capital allocations/(distributions)/acquired		154
Carried interest capital allocations/(distributions)					89
Other(2)		37			(82	)
Total Investments, as adjusted, September 30, 2017	$	2,948
Investments, as adjusted, ending balance				$	6,050

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

The condensed consolidated statements of cash flows include the cash flows of the ~~Consolidated Sponsored Investment Funds.~~CIPs. The Company uses an adjusted cash flow statement, which excludes the impact of ~~Consolidated Sponsored Investment Funds,~~CIPs, 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,~~CIPs, 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:~~CIPs:

Sources of BlackRock’s operating cash primarily include ~~investment advisory, administration~~base 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,~~expenses, 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/(used in) operating activities, excluding the impact of ~~Consolidated Sponsored Investment Funds,~~CIPs, primarily include the receipt of ~~investment advisory and administration~~base fees, securities lending revenue, ~~and~~ performance fees and technology services revenue, offset by the payment of operating expenses incurred in the normal course of business, including year-end incentive and deferred compensation accrued ~~for in the~~during prior ~~year.~~years, and income tax payments.

Cash ~~outflows from~~flows used in investing activities, excluding the impact of ~~Consolidated Sponsored Investment Funds,~~CIPs, for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 were ~~$438~~$495 million and primarily reflected ~~$404~~$266 million of net investment purchases ~~$100~~and $263 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 million of net proceeds from sales and maturities of certain investments.equipment.

Cash ~~outflows from~~flows used in financing activities, excluding the impact of ~~Consolidated Sponsored Investment Funds,~~CIPs, for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 were ~~$2,407 million,~~$3.7 billion, primarily resulting from ~~$1,133 million~~$1.5 billion of cash dividend payments, $1.4 billion of share repurchases, including ~~$825 million~~$1 billion in open market transactions and ~~$308 million~~$0.4 billion of employee tax withholdings related to employee stock transactions, ~~$1,259 million of cash dividend payments~~ and ~~$700 million~~$0.8 billion of repayments of ~~long-term borrowings, partially offset by $697 million of proceeds from issuance of long-term~~ borrowings.

The Company manages its financial condition and funding to maintain appropriate liquidity for the business. Management believes that the Company’s liquid assets, continuing cash flows from operations, borrowing capacity under the Company’s existing revolving credit facility and uncommitted commercial paper private placement program, provide sufficient resources to meet the Company’s short-term and long-term cash needs, including operating, debt and other obligations as they come due and anticipated future capital requirements. Liquidity resources at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016~~2021 were as follows:

	September 30,			December 31,			June 30,			December 31,
(in millions)	2017			2016			2022			2021
Cash and cash equivalents⁽¹⁾	$	6,165		$	6,091		$	6,481		$	9,323
Cash and cash equivalents held by consolidated VREs⁽²⁾		(73	)		(53	)
Cash and cash equivalents held by CIPs⁽¹⁾								(318	)		(308	)
Subtotal(2)		6,092			6,038			6,163			9,015
Credit facility – undrawn		4,000			4,000			4,700			4,400
Total liquidity resources⁽³⁾	$	10,092		$	10,038		$	10,863		$	13,415

Total liquidity resources ~~increased $54 million~~decreased $2.6 billion during the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2022, primarily reflecting cash ~~flows from operating activities,~~payments of 2021 year-end incentive awards, cash dividend payments of $1.5 billion, share repurchases of $1.4 billionand $0.8 billion of repayments of borrowings, partially offset by cash ~~payments of 2016 year-end incentive awards, share repurchases of $1,133~~flows from other operating activities and a $300 million ~~and cash dividend payments of $1,259 million.~~ increase in the aggregate commitment amount under the credit facility.

A significant portion of the Company’s ~~$2,948 million~~$6.1 billion of ~~Total Investments,~~investments, as adjusted, is illiquid in nature and, as such, cannot be readily convertible to cash.

Share Repurchases. ~~In January 2017,~~ During the ~~Board~~six months ended June 30, 2022, the Company repurchased approximately 1.4 million of ~~Directors approved an increase in the~~common 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 9 million shares of BlackRock common stock.~~

~~The Company repurchased 2.1 million common shares in open market transactions under the share repurchase program~~ for approximately ~~$825 million during the nine months ended September~~$1 billion. At June 30, ~~2017. At September 30, 2017,~~2022, there were ~~6.9~~approximately 2.2 million shares still authorized to be ~~repurchased.~~repurchased under the program.

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 US Office of the Comptroller of the Currency.

At ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, the Company was required to maintain approximately ~~$1.7~~$2.2 billion and ~~$1.4~~$2.3 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~~2022 Revolving Credit Facility. ~~The Company’s~~ Since 2011, the Company has maintained an unsecured revolving credit facility ~~has an~~which is available for working capital and general corporate purposes (the “2022 credit facility”). In March 2022, the 2022 credit facility was amended to, among other things, (i) increase the aggregate commitment amount ~~of $4.0~~by $300 million to $4.7 billion, ~~and was amended in April 2017 to~~(ii) extend the maturity date to ~~April~~March 2027, (iii) change the rate for borrowings denominated in US dollars from a rate based on the London Interbank Offered Rate (“LIBOR”) to a rate based on the secured overnight financing rate (“SOFR”) subject to certain adjustments and (iv) raise and/or add certain specified targets for the sustainability-linked pricing mechanics. The 2022 ~~(the “2017 credit facility”). The 2017~~ credit facility permits the Company to request up to an additional $1.0 billion of borrowing capacity, subject to lender credit approval, ~~increasing~~which could increase the overall size of the ~~2017~~2022 credit facility to an aggregate principal amount ~~not~~of up to ~~exceed $5.0~~$5.7 billion. ~~Interest on borrowings outstanding accrues at a rate based on the applicable London Interbank Offered Rate plus a spread.~~ The ~~2017~~2022 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~~June 30, ~~2017. The 2017 credit facility provides back-up liquidity to fund ongoing working capital for general corporate purposes and various investment opportunities.~~2022. At ~~September~~June 30, ~~2017,~~2022, the Company had no amount outstanding under the ~~2017~~2022 credit facility.

Long-term Notes.At ~~September~~June 30, ~~2017,~~2022, the principal amount of long-term ~~borrowings~~notes outstanding was ~~$5.0~~$6.7 billion. See Note ~~12,~~ 15, Borrowings, in the ~~2016~~2021 Form 10-K for more information on overall borrowings outstanding as of December 31, ~~2016.~~2021.

In ~~March 2017,~~June 2022, the Company ~~issued $700~~fully repaid $750 million ~~in aggregate principal amount~~ of ~~3.20% senior unsecured and unsubordinated~~3.375% 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.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2022, the Company paid approximately ~~$149~~$95 million of interest on long-term ~~borrowings.~~notes. Future principal repayments and interest requirements at ~~September~~June 30, ~~2017~~2022 were as follows:

Investment Commitments. At ~~September~~June 30, ~~2017,~~2022, the Company had ~~$328~~$806 million of various capital commitments to fund sponsored investment ~~funds,~~products, including ~~consolidated VIEs.~~CIPs. These ~~funds~~products include various illiquid alternative products, including private equity funds and 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, 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 of clawback is considered mathematically improbable.

~~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, the Company indemnified certain of its clients for their securities lending loan balances of approximately $197.6 billion. The Company held, as agent, cash and securities totaling $210.6 billion as collateral for indemnified securities on loan at September 30, 2017. The fair value of these indemnifications was not material at September 30, 2017.

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. These estimates, judgments and assumptions are affected by the Company’s application of accounting policies. Management considers the following ~~critical~~ accounting policies ~~important~~and estimates critical to understanding the condensed consolidated financial statements. These policies and estimates are considered critical because they had a material impact, or are reasonably likely to have a material impact on the Company’s condensed consolidated financial statements and because they require management to make significant judgments, assumptions or estimates. 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 of this filing and~~ statements. In addition, see Critical Accounting Policies and Estimates 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~~2021 Form 10-K for further information.

Consolidation. ~~In the normal course of business,~~The Company consolidates entities in which the Company ishas a controlling financial interest. The company has a controlling financial interest when it owns a majority of the ~~manager of various types of sponsored investment vehicles. The Company performs an analysis for investment products to determine if the product~~VRE or is a ~~VIE or~~primary beneficiary (“PB”) of a ~~VRE.~~VIE. Assessing whether an entity is a VIE or a VRE involves judgment and ~~analysis.~~analysis on a structure-by-structure basis. Factors considered in this assessment include the entity’s legal organization, the entity’s capital structure and equity ownership, the rights of equity investment holders, the Company’s contractual involvement with and economic interest in the entity and any related party or de facto agent implications of the Company’s involvement with the entity. ~~Investments~~Entities 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,~~ ~~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”)~~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 a) has the power to direct the activities that most significantly impact the ~~entities’~~entity’s economic performance and b) has the obligation to absorb losses or the right to receive benefits that potentially could be significant to the VIE. There is judgment involved in assessing whether the Company is the PB of a VIE. In addition, the Company’s ownership interest in VIEs is subject to variability and is impacted by actions of other investors such as on-going redemptions and contributions. The Company generally consolidates VIEs in which it holds an ~~equity ownership~~economic interest of 10% or greater and deconsolidates such VIEs once equity ownership falls below 10%. As of June 30, 2022, the Company was deemed to be the PB of 80 VIEs. See Note 5, ~~Variable Interest Entities~~6, Consolidated Sponsored Investment Products, in the notes to the condensed consolidated financial statements for more information.

Fair Value ~~Measurements~~.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, and Note 8, Fair Value Disclosures, in the notes to the condensed consolidated financial statements for more information on fair value measurements.

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.~~SMAs. 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~~vary by product or account, and ~~could be~~include monthly, quarterly, ~~annually~~annual or ~~longer.~~longer measurement periods.

~~In addition,~~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 investment performance exceeds a contractual threshold at 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 judgment 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 amounts are dependent on the financial markets and, thus, are highly susceptible to factors outside the Company’s influence; (2) the ultimate payments have a large number and a broad range of possible amounts; and (3) the funds or SMAs have the ability to a) invest or reinvest their sales proceeds or b) distribute their sales proceeds and determine the timing of such distributions.

The Company is ~~allocated~~allocated/distributed 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~~products. Carried interest subject to such clawback provisions is recorded in ~~Total Investments,~~investments or ~~cash/~~cash ~~of consolidated VIEs~~and cash equivalents 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~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, the Company had ~~$303 million~~$1.6 billion and ~~$152 million,~~$1.5 billion, 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 16, 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~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016:~~2021.

~~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, see Note 2,~~ ~~Significant Accounting Policies, in the condensed consolidated financial statements contained in Part I, Items 1 of this filing.~~

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~~June 30, ~~2017,~~2022, 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~~June 30, ~~2017,~~2022, the Company had outstanding total return swaps with an aggregate notional value of approximately ~~$538~~$651 million. ~~At September 30, 2017, there were no outstanding interest rate swaps.~~

At ~~September~~June 30, ~~2017,~~2022, approximately ~~$1.8~~$4.6 billion of BlackRock’s ~~Total Investments~~investments were maintained in consolidated sponsored investment ~~funds~~products accounted for as ~~VREs and VIEs.~~variable interest entities or voting rights entities. 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 million.~~$3.7 billion. See ~~Balance Sheet Overview- Investments and Investments~~Statement of ~~Consolidated VIEs~~ Financial Condition Overview-Investments in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information on the Company’s ~~Total Investments.~~investments.

Equity Market Price Risk.At ~~September~~June 30, ~~2017,~~2022, the Company’s net exposure to equity market price risk in its investment portfolio was approximately ~~$816 million~~$1.9 billion 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~~$189 million in the carrying value of such investments.

Interest Rate/Credit Spread Risk. At ~~September~~June 30, ~~2017,~~2022, the Company was exposed to ~~interest-rate~~interest rate risk and credit spread risk as a result of approximately ~~$1,166 million~~$1.8 billion of ~~Total Investments~~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~~$34 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~~$190 million at ~~September~~June 30, ~~2017.~~2022. A 10% adverse change in the applicable foreign exchange rates would result in approximately a ~~$40.4~~$79 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~~June 30, ~~2017,~~2022, the Company had outstanding forward foreign currency exchange contracts with an aggregate notional value of approximately ~~$1.3~~$1.7 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~~June 30, ~~2017~~2022 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. federal, state governmental and domestic and international regulatory authorities in connection with certain industry-wide or other investigations or proceedings. It is BlackRock’s policy to cooperate fully with such inquiries. The Company and certain of its subsidiaries have been named as defendants in various legal actions, including arbitrations and other litigation arising in connection with BlackRock’s activities. Additionally, BlackRock advised investment portfolios may be subject to lawsuits, any of which potentially could harm the investment returnsFor a discussion of the ~~applicable portfolio or result~~Company’s legal proceedings, see Note 15, Commitments and Contingencies, in the ~~Company being liable~~notes to the ~~portfolios for any resulting damages.~~condensed consolidated financial statements of this Form 10-Q.

~~On May 27, 2014, certain purported investors~~In addition to the other information set forth in this report, the ~~BlackRock Global Allocation Fund, Inc. and the BlackRock Equity Dividend Fund (collectively, the “Funds”) filed a consolidated complaint (the “Consolidated Complaint”)~~risks discussed in ~~the U.S. District Court~~BlackRock's Annual Report on Form 10-K for the ~~District of New Jersey against BlackRock Advisors, LLC, BlackRock Investment Management, LLC~~year ended December 31, 2021 could materially affect our business, financial condition, operating results and ~~BlackRock International Limited under the caption~~ ~~In re BlackRock Mutual Funds Advisory Fee Litigation~~. The Consolidated Complaint, which purports to be brought derivatively on behalf of the Funds, alleges 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, the same plaintiffs filed another complaint in 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 after the plaintiffs filed their prior complaint. Both complaints seek, among other things, to recover on behalf of the Funds all allegedly excessive advisory fees received by defendants in the twelve month period preceding the start of each lawsuit, along with purported lost investment returns on those amounts, plus interest. The defendants believe the claims in both lawsuits 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.nonoperating results.

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.

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 peer funds, focused disproportionately on active versus passive strategies, and were unduly concentrated with 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, 2017, the plaintiffs filed an Amended Complaint, which, among other things, adds as defendants certain current and former members of the BlackRock Retirement and Investment Committees. The Amended Complaint also includes 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 fiduciary authority over its compensation for securities lending services to the CTFs. The defendants believe the claims in this lawsuit are without merit and intend to vigorously defend the action.

During the three months ended ~~September~~June 30, ~~2017,~~2022, 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	3435

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6567

Item 4.	Controls and Procedures	6668

Item 1.	Legal Proceedings	6769

Item 1A.	Risk Factors	70

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6971

Item 6.	Exhibits	7072

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
Assets:
Investments
Available-for-sale	$	8	$	73	$	23	$	—	$	—	$	104
Held-to-maturity securities		—		—		—		—		76		76
Trading:										—
Deferred compensation plan mutual funds		54		—		—		—		—		54
Equity securities/Multi-asset mutual funds		353		—		—		—		—		353
Debt securities / fixed income mutual funds		1		282		2		—		—		285
Total trading		408		282		2		—		—		692
Other investments:
Equity method:
Equity and fixed income mutual funds		314		—		—		10		—		324
Other		—		—		—		608		12		620
Total equity method		314		—		—		618		12		944
Cost method investments		—		—		—		—		92		92
Carried interest		—		—		—		—		20		20
Total investments		730		355		25		618		200		1,928
Separate account assets		112,957		34,268		—		—		713		147,938
Separate account collateral held under securities lending agreements:
Equity securities		19,093		—		—		—		—		19,093
Debt securities		—		8,338		—		—		—		8,338
Total separate account collateral held under securities lending agreements		19,093		8,338		—		—		—		27,431
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
Liabilities:
Separate account collateral liabilities under securities lending agreements	$	19,093	$	8,338	$	—	$	—	$	—	$	27,431
Other liabilities⁽⁴⁾		—		7		228		—		—		235
Total	$	19,093	$	8,345	$	228	$	—	$	—	$	27,666

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

	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)	Indefinite-lived		Finite-lived			Total
December 31, 2016	$	17,178	$	185		$	17,363
Amortization expense		—		(77	)		(77	)
Acquisitions⁽¹⁾		—		114			114
September 30, 2017	$	17,178	$	222		$	17,400

(in millions)
Year	Amount
2023	$	34
2024		51
2025		51
2026		51
2027		51
Thereafter		1,007
Total	$	1,245

	Remainder of
(in millions)	2022			2023		2024		2025	Thereafter		Total
Investment advisory and administration fees:
Alternatives⁽¹⁾⁽²⁾	$	91	$	169	$	106	$	68	$	49	$	483

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, 2021		1,817,923		$	513.50
Forfeited		(60,392	)	$	513.50
June 30, 2022		1,757,531		$	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 CIPs			Cash Flows Excluding Impact of CIPs
Cash, cash equivalents and restricted cash, December 31, 2021	$	9,340		$	308		$	9,032
Net cash provided by/(used in) operating activities		1,223			(415	)		1,638
Net cash provided by/(used in) investing activities		(500	)		(5	)		(495	)
Net cash provided by/(used in) financing activities		(3,272	)		430			(3,702	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(293	)		—			(293	)
Net increase/(decrease) in cash, cash equivalents and restricted cash		(2,842	)		10			(2,852	)
Cash, cash equivalents and restricted cash, June 30, 2022	$	6,498		$	318		$	6,180

(in millions)
Year	Principal		Interest		Total Payments
Remainder of 2017	$	—	$	54	$	54
2018		—		175		175
2019		1,000		175		1,175
2020		—		125		125
2021		750		109		859
2022		750		80		830
Thereafter⁽¹⁾		2,528		184		2,712
Total	$	5,028	$	902	$	5,930

	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
April 1, 2022 through April 30, 2022		244,499	$	673.67		240,693		2,751,725
May 1, 2022 through May 31, 2022		501,929	$	618.71		499,140		2,252,585
June 1, 2022 through June 30, 2022		47,502	$	675.22		43,940		2,208,645
Total		793,930	$	639.02		783,773

Exhibit No.		Description

~~12.1~~10.1(1)		~~Computation~~Amendment No. 12, dated as of ~~Ratio~~March 31, 2022, by and among BlackRock, Inc., certain of ~~Earnings~~its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, a swingline lender, an issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to ~~Fixed Charges~~therein.

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		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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~~and contained in Exhibit 101)

~~101.LAB~~(1)		~~XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase Document~~Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on April 1, 2022.

	BLACKROCK, INC.
	(Registrant)

	By:	/s/ Gary S. Shedlin
Date: ~~November 8, 2017~~August 5, 2022		Gary S. Shedlin
		Senior Managing Director & Chief Financial Officer (Principal Financial Officer)