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CORRESP Filing
BlackRock (BLK) CORRESPCorrespondence with SEC
Filed: 18 Oct 10, 12:00am
October 18, 2010
VIA FAX (703-813-6984) AND EDGAR
Mr. Daniel L. Gordon
Branch Chief
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: | BlackRock, Inc. (the “Company”) |
Form 10-K for Fiscal Year Ended December 31, 2009 |
Filed March 10, 2010 |
Forms 10-Q for the quarters ended March 31 and June 30, 2010 |
Filed May 10, 2010 and August 6, 2010 |
Proxy Statement on Schedule 14A |
Filed April 23, 2010 |
File No. 001-33099 |
Dear Mr. Gordon:
Set forth below are the Company’s responses to the comments of the staff of the Commission on our above-referenced filings set forth in your letter of September 23, 2010. For the convenience of the staff, we have restated in this letter in italics each of the comments. All references to page numbers in our responses correspond to the page numbers in our Form 10-Q, as applicable. Capitalized terms used and not defined have the meanings given in the Form 10-K or Form 10-Q, as applicable.
Form 10-K for the year ended December 31, 2009
Item 1. Business
1. | We note your response to comment 1 in our letter dated September 9, 2010 and we reissue, in part, the comment. Please discuss whether you exceeded your set risk limits during the fiscal year, and if so, please discuss how often and for how long you exceeded your limits. In the alternative, please provide an analysis describing why such information would not be material to investors. |
In addition to the information in our responses dated August 2, 2010 and September 23, 2010, we will further supplement our disclosure in future filings in which cash management is discussed to make clear that the instances when a portfolio may exceed an internal risk limit or when an internal risk limit may be changed are all in the ordinary course of our business and that no such instances, individually or in the aggregate, are or have been material to the Company.
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Form 10-Q for the quarter ended June 30, 2010
Condensed Consolidated Statements of Changes in Equity, page 5
2. | We note your response to comment 2 in our letter dated September 9, 2010. In future filings, please present net income related to both the parent and non-controlling interests in a single line item, which agrees to the amounts reported on the statements of income. A separate line item is only necessary to reflect the net change in the fair value of the consolidated CLOs’ assets and liabilities. |
In order to reflect net income related to both the parent and non-controlling interests in a single line item on the statements of changes in equity, as requested by the Staff, the net change in fair value of the CLOs’ assets and liabilities would need to be reflected in the column reported as “Nonredeemable Non-controlling Interests of Consolidated VIEs” and then reversed in this column in a separate line item. In our letter dated September 23, 2010, we proposed an approach that we believe provides a more transparent presentation for users of our financial statements.
We believe that the net change in the fair value of the CLOs’ assets and liabilities should not be reflected in “Nonredeemable Non-controlling Interests of Consolidated VIEs” as such changes are not recorded in the equivalent balance sheet line item. Accordingly, we will present two line items: “Net income attributable to BlackRock, Inc.” and “Net income attributable to non-controlling interests” in the statements of changes in equity to facilitate reconciliation to the corresponding amounts in the statements of income.
This approach agrees with our accounting policy as noted in Note 2,Significant Accounting Policies—Appropriated Retained Earnings, in Form 10-Q, which states the following: “Subsequent to adoption of ASU 2009-17, the net change in the fair value of the CLOs’ assets and liabilities will be recorded as net income (loss) attributable to non-controlling interests and as an adjustment to appropriated retained earnings.”
* * *
We acknowledge that:
• | the Company is responsible for the adequacy and accuracy of the disclosure in the filings; |
• | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and |
• | the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
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We thank you for your attention to this response letter. Please feel free to contact the undersigned at (212) 810-8386 should you require any further information or have any questions concerning these matters.
Sincerely,
/s/ Ann Marie Petach
Ann Marie Petach
Managing Director
and Chief Financial Officer
Cc: Deloitte & Touche LLP
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