BlackRock (BLK) 8-K Other Events

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2015

BLACKROCK, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	001-33099	32-0174431
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

55 East 52nd Street, New York, New York	10055
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 810-5300

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other events

First Quarter 2015 Results

On April 16, 2015, BlackRock, Inc. (the “Company”) reported results of operations for the three months ended March 31, 2015.

FINANCIAL RESULTS

(in millions, except per share data)	Q1 2015			Q1 2014			Change	Q4 2014			Change
AUM	$	4,774,192		$	4,400,925		8%	$	4,651,895		3%
GAAP basis:
Revenue	$	2,723		$	2,670		2%	$	2,784		(2%)
Operating income	$	1,067		$	1,051		2%	$	1,144		(7%)
Operating margin		39.2	%		39.4	%	(20bps)		41.1	%	(190bps)
Net income(1)	$	822		$	756		9%	$	813		1%
Diluted EPS	$	4.84		$	4.40		10%	$	4.77		1%
Weighted average diluted shares		169.7			171.9		(1%)		170.4		—%
As Adjusted:
Operating income(2)	$	1,077		$	1,062		1%	$	1,154		(7%)
Operating margin(2)		41.2	%		41.4	%	(20bps)		43.6	%	(240bps)
Net income(1) (2)	$	830		$	762		9%	$	821		1%
Diluted EPS(2)	$	4.89		$	4.43		10%	$	4.82		1%

(1) Net income represents net income attributable to BlackRock, Inc.

(2) See notes (1) through (4) to the Condensed Consolidated Statements of Income and Supplemental Information on pages 15 through 16 for more information on as adjusted items and the reconciliation to GAAP.

RESULTS BY CLIENT TYPE

(in millions), (unaudited)	Q1 2015 Net flows		March 31, 2015 AUM		Q1 2015 Base Fees(1)		March 31, 2015 AUM % of Total			Q1 2015 Base Fees(1) % of Total
Retail	$	14,172	$	550,980	$	807		12	%		34	%
iShares		35,478		1,074,130		829		24	%		36	%
Institutional:
Active		17,984		984,282		456		22	%		20	%
Index		2,806		1,854,205		225		42	%		10	%
Total institutional		20,790		2,838,487		681		64	%		30	%
Total long-term	$	70,440	$	4,463,597	$	2,317		100	%		100	%

RESULTS BY PRODUCT

(in millions), (unaudited)	Q1 2015 Net flows		March 31, 2015 AUM		Q1 2015 Base Fees(1)		March 31, 2015 AUM % of Total			Q1 2015 Base Fees(1) % of Total
Equity	$	20,941	$	2,527,130	$	1,269		56	%		55	%
Fixed income		36,289		1,428,480		571		32	%		25	%
Multi-asset		12,792		395,312		304		9	%		13	%
Alternatives		418		112,675		173		3	%		7	%
Total long-term	$	70,440	$	4,463,597	$	2,317		100	%		100	%

(1) Base fees include investment advisory, administration fees and securities lending revenue.

2

Business Highlights

Long-term net inflows were positive across all regions, with net inflows of $47.5 billion, $17.7 billion and $5.2 billion from clients in the Americas, EMEA and Asia-Pacific, respectively. At March 31, 2015, BlackRock managed 62% of its long-term AUM for investors in the Americas and 38% for clients in EMEA and Asia-Pacific.

A discussion of the Company’s net flows by client type for the first quarter of 2015 is presented below.

• Retaillong-term net inflows of $14.2 billion included net inflows of $6.7 billion in the United States and $7.5 billion internationally. Fixed income net inflows of $12.8 billion were diversified across exposures, with $3.5 billion of net inflows into the unconstrained Strategic Income Opportunities fund, $2.2 billion into high yield and $1.1 billion into the Total Return fund. Global multi-asset income funds raised an additional $2.0 billion of net new assets.

• iShares^® long-term net inflows of $35.5 billion were led by fixed income net inflows of $18.6 billion which were diversified across exposures and geographies. Equity net inflows of $16.7 billion were driven by the Core Series as well as demand for European equities.

• Institutional activelong-term net inflows of $18.0 billion were led by multi-asset net inflows of $11.7 billion, reflecting strong solutions-based insurance wins in the quarter and ongoing demand for theLifePath^® target-date product suite. Fixed income net inflows of $5.7 billion were driven by unconstrained and total return mandates. Alternatives net inflows of $0.4 billion were led by flows into infrastructure and hedge fund solutions, and were net of $0.7 billion of capital returned to investors. Additionally, we raised more than $2 billion in alternatives commitments in the quarter, which will translate into new flows as they are invested.

• Institutional indexlong-term net inflows of $2.8 billion were driven by equity net inflows of $3.7 billion, partially offset by outflows from fixed income and multi-asset.

Cash management AUMdecreased 1% from December 31, 2014 to $292.5 billion.

Advisory AUMdecreased 17% from December 31, 2014 to $18.1 billion.

INVESTMENT PERFORMANCE AT MARCH 31, 2015(1)

	One-year period			Three-year period			Five-year period
Fixed Income:
Actively managed products above benchmark or peer median
Taxable		81	%		91	%		91	%
Tax-exempt		62	%		74	%		74	%
Index products within or above applicable tolerance		97	%		97	%		98	%
Equity:
Actively managed products above benchmark or peer median
Fundamental		41	%		52	%		48	%
Scientific		88	%		95	%		96	%
Index products within or above applicable tolerance		97	%		98	%		97	%

(1) Past performance is not indicative of future results. The performance information shown is based on preliminary available data. Please refer to page 17 for performance disclosure detail.

3

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND SUPPLEMENTAL INFORMATION

(in millions, except shares and per share data), (unaudited)

										Three Months
	Three Months Ended March 31,									Ended December 31,
	2015			2014			Change			2014			Change
Revenue
Investment advisory, administration fees and securities lending revenue	$	2,390		$	2,291		$	99		$	2,396		($	6	)
Investment advisory performance fees		108			158			(50	)		144			(36	)
BlackRock Solutions and advisory		147			154			(7	)		170			(23	)
Distribution fees		17			19			(2	)		16			1
Other revenue		61			48			13			58			3
Total revenue		2,723			2,670			53			2,784			(61	)
Expense
Employee compensation and benefits		981			982			(1	)		926			55
Distribution and servicing costs		99			89			10			96			3
Amortization of deferred sales commissions		13			15			(2	)		13			—
Direct fund expense		189			179			10			183			6
General and administration		339			313			26			387			(48	)
Amortization of intangible assets		35			41			(6	)		35			—
Total expense		1,656			1,619			37			1,640			16
Operating income		1,067			1,051			16			1,144			(77	)
Nonoperating income (expense)
Net gain (loss) on investments		63			76			(13	)		(2	)		65
Net gain (loss) on consolidated variable interest entities		35			(16	)		51			(6	)		41
Interest and dividend income		4			10			(6	)		6			(2	)
Interest expense		(51	)		(53	)		2			(58	)		7
Total nonoperating income (expense)		51			17			34			(60	)		111
Income before income taxes		1,118			1,068			50			1,084			34
Income tax expense		258			324			(66	)		278			(20	)
Net income		860			744			116			806			54
Less:
Net income (loss) attributable to noncontrolling interests		38			(12	)		50			(7	)		45
Net income attributable to BlackRock, Inc.	$	822		$	756		$	66		$	813		$	9
Weighted-average common shares outstanding
Basic		167,089,037			169,081,421			(1,992,384	)		167,197,844			(108,807	)
Diluted		169,723,167			171,933,803			(2,210,636	)		170,367,445			(644,278	)
Earnings per share attributable to BlackRock, Inc. common stockholders (4)
Basic	$	4.92		$	4.47		$	0.45		$	4.86		$	0.06
Diluted	$	4.84		$	4.40		$	0.44		$	4.77		$	0.07
Cash dividends declared and paid per share	$	2.18		$	1.93		$	0.25		$	1.93		$	0.25
Supplemental information:
AUM (end of period)	$	4,774,192		$	4,400,925		$	373,267		$	4,651,895		$	122,297
Shares outstanding (end of period)		167,084,582			169,138,109			(2,053,527	)		166,921,863			162,719
GAAP:
Operating margin		39.2	%		39.4	%		(20 bps	)		41.1	%		(190 bps	)
Effective tax rate		23.9	%		30.0	%		(610 bps	)		25.5	%		(160 bps	)
As adjusted:
Operating income (1)	$	1,077		$	1,062		$	15		$	1,154		($	77	)
Operating margin (1)		41.2	%		41.4	%		(20 bps	)		43.6	%		(240 bps	)
Nonoperating income (expense), less net income (loss) attributable to noncontrolling interests (2)	$	11		$	26		($	15	)	($	54	)	$	65
Net income attributable to BlackRock, Inc. (3)	$	830		$	762		$	68		$	821		$	9
Diluted earnings attributable to BlackRock, Inc. common stockholders per share (3) (4)	$	4.89		$	4.43		$	0.46		$	4.82		$	0.07
Effective tax rate		23.7	%		30.0	%		(630 bps	)		25.4	%		(170 bps	)

See pages 13-16 for the reconciliation to GAAP and notes (1) through (4) for more information on as adjusted items.

4

ASSETS UNDER MANAGEMENT

(in millions), (unaudited)

Current Quarter Component Changes by Client Type and Product

			Net
	December 31, 2014		inflows (outflows)			Acquisition(1)		Market change			FX impact (2)			March 31, 2015		Average AUM (3)
Retail:
Equity	$	200,445	$	332		$	—	$	5,102		$	(4,173	)	$	201,706	$	201,052
Fixed income		189,820		12,787			—		962			(2,164	)		201,405		195,821
Multi-asset		125,341		1,402			—		2,426			(767	)		128,402		127,031
Alternatives		18,723		(349	)		1,293		296			(496	)		19,467		18,671
Retail subtotal		534,329		14,172			1,293		8,786			(7,600	)		550,980		542,575
iShares:
Equity		790,067		16,725			—		28,200			(10,656	)		824,336		804,294
Fixed income		217,671		18,595			—		2,591			(5,674	)		233,183		228,005
Multi-asset		1,773		(18	)		—		30			(13	)		1,772		1,827
Alternatives		14,717		176			—		49			(103	)		14,839		14,954
iShares subtotal		1,024,228		35,478			—		30,870			(16,446	)		1,074,130		1,049,080
Institutional:
Active:
Equity		125,143		168			—		6,206			(3,481	)		128,036		126,662
Fixed income		518,590		5,723			—		9,546			(7,742	)		526,117		525,711
Multi-asset		242,913		11,717			—		12,549			(10,095	)		257,084		250,197
Alternatives		72,514		376			—		1,094			(939	)		73,045		72,734
Active subtotal		959,160		17,984			—		29,395			(22,257	)		984,282		975,304
Index:
Equity		1,335,456		3,716			—		53,361			(19,481	)		1,373,052		1,354,904
Fixed income		467,572		(816	)		—		16,183			(15,164	)		467,775		469,931
Multi-asset		7,810		(309	)		—		818			(265	)		8,054		7,928
Alternatives		5,286		215			—		(27	)		(150	)		5,324		5,359
Index subtotal		1,816,124		2,806			—		70,335			(35,060	)		1,854,205		1,838,122
Institutional subtotal		2,775,284		20,790			—		99,730			(57,317	)		2,838,487		2,813,426
Long-term		4,333,841		70,440			1,293		139,386			(81,363	)		4,463,597	$	4,405,081
Cash management		296,353		561			—		(42	)		(4,377	)		292,495
Advisory (4)		21,701		(2,297	)		—		526			(1,830	)		18,100
Total	$	4,651,895	$	68,704		$	1,293	$	139,870		$	(87,570	)	$	4,774,192

5

Current Quarter Component Changes by Product (Long-term)

			Net
	December 31, 2014		inflows (outflows)			Acquisition(1)		Market change			FX impact (2)			March 31, 2015		Average AUM (3)
Equity:
Active	$	292,802	$	546		$	—	$	11,445		$	(6,675	)	$	298,118	$	295,297
iShares		790,067		16,725			—		28,200			(10,656	)		824,336		804,294
Non-ETF index		1,368,242		3,670			—		53,224			(20,460	)		1,404,676		1,387,321
Equity subtotal		2,451,111		20,941			—		92,869			(37,791	)		2,527,130		2,486,912
Fixed income:
Active		701,324		17,855			—		10,447			(9,532	)		720,094		714,317
iShares		217,671		18,595			—		2,591			(5,674	)		233,183		228,005
Non-ETF index		474,658		(161	)		—		16,244			(15,538	)		475,203		477,146
Fixed income subtotal		1,393,653		36,289			—		29,282			(30,744	)		1,428,480		1,419,468
Multi-asset		377,837		12,792			—		15,823			(11,140	)		395,312		386,983
Alternatives:
Core		88,006		(201	)		1,293		1,425			(1,437	)		89,086		88,062
Currency and commodities (5)		23,234		619			—		(13	)		(251	)		23,589		23,656
Alternatives subtotal		111,240		418			1,293		1,412			(1,688	)		112,675		111,718
Long-term	$	4,333,841	$	70,440		$	1,293	$	139,386		$	(81,363	)	$	4,463,597	$	4,405,081

Current Quarter Component Changes by Investment Style (Long-term)

			Net
	December 31, 2014		inflows (outflows)		Acquisition(1)		Market change		FX impact (2)			March 31, 2015		Average AUM (3)
Active	$	1,453,613	$	31,547	$	1,293	$	38,260	$	(28,503	)	$	1,496,210	$	1,478,247
Index andiShares		2,880,228		38,893		—		101,126		(52,860	)		2,967,387		2,926,834
Long-term	$	4,333,841	$	70,440	$	1,293	$	139,386	$	(81,363	)	$	4,463,597	$	4,405,081

(1) Amounts represent $1.3 billion of AUM acquired in the acquisition of certain assets of BlackRock Kelso Capital Advisors LLC in March 2015.

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

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

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

(5) Amounts include commodity iShares.

6

ASSETS UNDER MANAGEMENT

(in millions), (unaudited)

Year-over-Year Component Changes by Client Type and Product

			Net
	March 31, 2014		inflows (outflows)			Acquisition(1)		Market change			FX impact (2)			March 31, 2015		Average AUM (3)
Retail:
Equity	$	208,238	$	(269	)	$	—	$	4,219		$	(10,482	)	$	201,706	$	206,939
Fixed income		160,448		43,724			—		1,806			(4,573	)		201,405		180,458
Multi-asset		121,548		11,131			—		(2,418	)		(1,859	)		128,402		125,831
Alternatives		18,483		528			1,293		316			(1,153	)		19,467		18,897
Retail subtotal		508,717		55,114			1,293		3,923			(18,067	)		550,980		532,125
iShares:
Equity		723,973		75,417			—		48,942			(23,996	)		824,336		775,337
Fixed income		188,022		51,979			—		4,635			(11,453	)		233,183		210,296
Multi-asset		1,437		311			—		45			(21	)		1,772		1,649
Alternatives		16,948		614			—		(2,450	)		(273	)		14,839		16,090
iShares subtotal		930,380		128,321			—		51,172			(35,743	)		1,074,130		1,003,372
Institutional:
Active:
Equity		132,374		(10,447	)		—		14,632			(8,523	)		128,036		129,656
Fixed income		509,692		5,802			—		32,841			(22,218	)		526,117		520,137
Multi-asset		223,865		24,701			—		30,326			(21,808	)		257,084		241,399
Alternatives		73,723		118			—		1,911			(2,707	)		73,045		72,917
Active subtotal		939,654		20,174			—		79,710			(55,256	)		984,282		964,109
Index:
Equity		1,283,349		4,819			—		141,113			(56,229	)		1,373,052		1,331,971
Fixed income		430,852		15,567			—		59,601			(38,245	)		467,775		453,205
Multi-asset		6,381		563			—		2,124			(1,014	)		8,054		7,284
Alternatives		6,273		409			—		(997	)		(361	)		5,324		5,948
Index subtotal		1,726,855		21,358			—		201,841			(95,849	)		1,854,205		1,798,408
Institutional subtotal		2,666,509		41,532			—		281,551			(151,105	)		2,838,487		2,762,517
Long-term		4,105,606		224,967			1,293		336,646			(204,915	)		4,463,597	$	4,298,014
Cash management		263,533		38,690			—		546			(10,274	)		292,495
Advisory (4)		31,786		(11,697	)		—		1,400			(3,389	)		18,100
Total	$	4,400,925	$	251,960		$	1,293	$	338,592		$	(218,578	)	$	4,774,192

7

Year-over-Year Component Changes by Product (Long-term)

			Net
	March 31, 2014		inflows (outflows)			Acquisition(1)		Market change			FX impact (2)			March 31, 2015		Average AUM (3)
Equity:
Active	$	314,850	$	(17,420	)	$	—	$	17,196		$	(16,508	)	$	298,118	$	306,332
iShares		723,973		75,417			—		48,942			(23,996	)		824,336		775,337
Non-ETF index		1,309,111		11,523			—		142,768			(58,726	)		1,404,676		1,362,234
Equity subtotal		2,347,934		69,520			—		208,906			(99,230	)		2,527,130		2,443,903
Fixed income:
Active		665,151		47,006			—		33,861			(25,924	)		720,094		694,165
iShares		188,022		51,979			—		4,635			(11,453	)		233,183		210,296
Non-ETF index		435,841		18,087			—		60,387			(39,112	)		475,203		459,635
Fixed income subtotal		1,289,014		117,072			—		98,883			(76,489	)		1,428,480		1,364,096
Multi-asset		353,231		36,706			—		30,077			(24,702	)		395,312		376,163
Alternatives:
Core		87,865		926			1,293		2,426			(3,424	)		89,086		88,189
Currency and commodities (5)		27,562		743			—		(3,646	)		(1,070	)		23,589		25,663
Alternatives subtotal		115,427		1,669			1,293		(1,220	)		(4,494	)		112,675		113,852
Long-term	$	4,105,606	$	224,967		$	1,293	$	336,646		$	(204,915	)	$	4,463,597	$	4,298,014

Year-over-Year Component Changes by Investment Style (Long-term)

			Net
	March 31, 2014		inflows (outflows)		Acquisition(1)		Market change		FX impact (2)			March 31, 2015		Average AUM (3)
Active	$	1,417,546	$	66,131	$	1,293	$	81,198	$	(69,958	)	$	1,496,210	$	1,459,492
Index andiShares		2,688,060		158,836		—		255,448		(134,957	)		2,967,387		2,838,522
Long-term	$	4,105,606	$	224,967	$	1,293	$	336,646	$	(204,915	)	$	4,463,597	$	4,298,014

(1) Amounts represent $1.3 billion of AUM acquired in the acquisition of certain assets of BlackRock Kelso Capital Advisors LLC in March 2015.

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

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

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

(5) Amounts include commodity iShares.

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SUMMARY OF REVENUE

	Three Months Ended March 31,							Three Months Ended December 31,
(in millions), (unaudited)	2015		2014		Change			2014		Change
Investment advisory, administration fees and securities lending revenue:
Equity:
Active	$	422	$	463	($	41	)	$	428	($	6	)
iShares		684		634		50			686		(2	)
Non-ETF Index		163		158		5			168		(5	)
Equity subtotal		1,269		1,255		14			1,282		(13	)
Fixed income:
Active		373		324		49			367		6
iShares		130		113		17			126		4
Non-ETF Index		68		58		10			65		3
Fixed income subtotal		571		495		76			558		13
Multi-asset		304		286		18			303		1
Alternatives:
Core		154		159		(5	)		159		(5	)
Currency and commodities		19		22		(3	)		21		(2	)
Alternatives subtotal		173		181		(8	)		180		(7	)
Long-term		2,317		2,217		100			2,323		(6	)
Cash management		73		74		(1	)		73		—
Total base fees		2,390		2,291		99			2,396		(6	)
Investment advisory performance fees:
Equity		37		22		15			50		(13	)
Fixed income		4		8		(4	)		12		(8	)
Multi-asset		8		3		5			11		(3	)
Alternatives		59		125		(66	)		71		(12	)
Total		108		158		(50	)		144		(36	)
BlackRock Solutions and advisory		147		154		(7	)		170		(23	)
Distribution fees		17		19		(2	)		16		1
Other revenue		61		48		13			58		3
Total revenue	$	2,723	$	2,670	$	53		$	2,784	($	61	)

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Highlights

• Investment advisory, administration fees and securities lending revenue increased $99 million from the first quarter of 2014 driven by strong organic growth and market appreciation, which outpaced the impact of divergent beta and foreign exchange movements. Securities lending fees of $114 million in the current quarter increased $9 million from the first quarter of 2014, primarily reflecting an increase in average balances of securities on loan.

Investment advisory, administration fees and securities lending revenue decreased $6 million from the fourth quarter of 2014 due to the effect of two fewer days in the quarter, and the impact of divergent beta and foreign exchange movements.

• Performance fees decreased $50 million from the first quarter of 2014, primarily due to the impact of a large fee associated with the liquidation of a closed-end mortgage fund in last year’s first quarter.

Performance fees decreased $36 million from the fourth quarter of 2014 due to seasonally higher performance measurement locks in the fourth quarter.

• BlackRock Solutions^® and advisory revenue decreased $7 million from the first quarter of 2014 due to reduced Financial Markets Advisory Services (“FMA”) revenue from disposition-related advisory assignments, partially offset by higher revenue from theAladdin^®business.BlackRock Solutions and advisory revenue included $126 million inAladdin business revenue in the current quarter compared with $112 million in the first quarter of 2014.

BlackRock Solutionsand advisory revenue decreased $23 million from the prior quarter due to reduced FMA revenue from completed advisory assignments.BlackRock Solutions and advisory revenue included $126 million inAladdin business revenue in the current quarter compared with $127 million in the fourth quarter of 2014.

SUMMARY OF OPERATING EXPENSE

	Three Months Ended March 31,							Three Months Ended December 31,
(in millions), (unaudited)	2015		2014		Change			2014		Change
Operating Expense
Employee compensation and benefits	$	981	$	982	($	1	)	$	926	$	55
Distribution and servicing costs		99		89		10			96		3
Amortization of deferred sales commissions		13		15		(2	)		13		—
Direct fund expense		189		179		10			183		6
General and administration		339		313		26			387		(48	)
Amortization of intangible assets		35		41		(6	)		35		—
Total Operating Expense	$	1,656	$	1,619	$	37		$	1,640	$	16

Highlights

• Employee compensation and benefits decreased $1 million from the first quarter of 2014, reflecting the impact of foreign exchange movements, partially offset by higher headcount.

Employee compensation and benefits increased $55 million from the fourth quarter of 2014, primarily reflecting higher seasonal employer payroll taxes.

• General and administration expense increased $26 million from the first quarter of 2014, primarily reflecting higher marketing and promotional expense, higher portfolio and professional services expense, and the impact of a one-time benefit from the reversal of a real estate-related retirement obligation which was no longer required to be funded in last year’s first quarter.

General and administration expense decreased $48 million from the fourth quarter of 2014, primarily reflecting seasonally lower marketing and promotional expense, lower foreign exchange remeasurement expense, and the impact of closed-end fund launch costs in the fourth quarter of 2014.

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INCOME TAX EXPENSE

	Three Months Ended March 31,							Three Months Ended December 31,
(in millions), (unaudited)	2015		2014		Change			2014		Change
Income tax expense	$	258	$	324	($	66	)	$	278	($	20	)

Highlights

• Income tax expense in the first quarter of 2015 benefited from $69 million of nonrecurring items.

Income tax expense in the fourth quarter of 2014 benefited from $39 million of nonrecurring items.

SUMMARY OF NONOPERATING INCOME (EXPENSE)

		Three Months Ended March 31,									Three Months Ended December 31,
(in millions), (unaudited)		2015			2014			Change			2014			Change
Nonoperating income (expense), GAAP basis		$	51		$	17		$	34		($	60	)	$	111
Less: Net income (loss) attributable to NCI			38			(12	)		50			(7	)		45
Nonoperating income (expense)(1)		$	13		$	29		($	16	)	($	53	)	$	66
	Estimated economic investments at March 31,	Three Months Ended March 31,									Three Months Ended December 31,
(in millions), (unaudited)	2015(2)	2015			2014			Change			2014			Change
Net gain (loss) on investments(1)
Private equity	25-30%	$	1		$	44		($	43	)	$	3		($	2	)
Real estate	5-10%		2			2			—			3			(1	)
Other alternatives(3)	15-20%		4			21			(17	)		(5	)		9
Other investments(4)	45-50%		6			2			4			(3	)		9
Subtotal			13			69			(56	)		(2	)		15
Other gains(5)			45			—			45			—			45
Investments related to deferred compensation plans			2			3			(1	)		1			1
Total net gain (loss) on investments(1)			60			72			(12	)		(1	)		61
Interest and dividend income			4			10			(6	)		6			(2	)
Interest expense			(51	)		(53	)		2			(58	)		7
Net interest expense			(47	)		(43	)		(4	)		(52	)		5
Total nonoperating income (expense)(1)			13			29			(16	)		(53	)		66
Compensation expense related to (appreciation) depreciation on deferred compensation plans			(2	)		(3	)		1			(1	)		(1	)
Nonoperating income (expense), as adjusted(1)		$	11		$	26		($	15	)	($	54	)	$	65

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(1) Net of net income (loss) attributable to noncontrolling interests (“NCI”).

(2) Percentages represent estimated percentages of BlackRock’s corporate economic investment portfolio at March 31, 2015. Economic investment amounts at December 31, 2014 for private equity, real estate, other alternatives and other investments were $314 million, $117 million, $289 million and $599 million, respectively. See the 2014 Form 10-K for more information.

(3) Amounts primarily include net gains (losses) related to direct hedge fund strategies and hedge fund solutions. The prior year quarter also included net gains related to opportunistic credit strategies.

(4) Amounts include net gains (losses) related to equity and fixed income investments, and BlackRock’s seed capital hedging program.

(5) Amount primarily includes a gain related to the acquisition of certain assets of BlackRock Kelso Capital Advisors LLC.

Highlights

• On March 6, 2015, BlackRock acquired certain assets related to managing BlackRock Capital Investment Corporation from BlackRock Kelso Capital Advisors LLC (“BKCA”). In connection with the acquisition, BlackRock recorded a noncash, nonoperating, pre-tax gain of $40 million related to the fair value of its pre-existing interest in BKCA.

• Net gain (loss) on investments decreased from the first quarter of 2014 due to the positive impact of the monetization of a nonstrategic, opportunistic private equity investment included in the first quarter of 2014 and lower positive marks in the first quarter of 2015. The decrease was partially offset by the $40 million gain related to BKCA in the first quarter of 2015.

Net gain (loss) on investments increased from the fourth quarter of 2014, primarily due to the $40 million gain related to BKCA.

ECONOMIC TANGIBLE ASSETS

The Company presents economic tangible assets as additional information to enable investors to eliminate gross presentation of certain assets that have equal and offsetting liabilities or noncontrolling interests that ultimately do not have an impact on stockholders’ equity (excluding appropriated retained earnings related to consolidated collateralized loan obligations) or cash flows. In addition, goodwill and intangible assets are excluded from economic tangible assets.

Economic tangible assets include cash, receivables, seed and co-investments, regulatory investments and other assets.

(in billions), (unaudited)	March 31, 2015 (Est.)			December 31, 2014
Total balance sheet assets	$	243		$	240
Separate account assets and separate account collateral held under securities lending agreements		(198	)		(195	)
Consolidated VIEs/sponsored investment funds		(5	)		(4	)
Goodwill and intangible assets, net		(30	)		(30	)
Economic tangible assets	$	10		$	11

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RECONCILIATION OF U.S. GAAP OPERATING INCOME AND OPERATING MARGIN TO OPERATING INCOME AND OPERATING MARGIN, AS ADJUSTED

	Three Months Ended
	March 31,						December 31,
(in millions), (unaudited)	2015			2014			2014
Operating income, GAAP basis	$	1,067		$	1,051		$	1,144
Non-GAAP expense adjustments:
PNC LTIP funding obligation		8			8			9
Compensation expense related to appreciation (depreciation) on deferred compensation plans		2			3			1
Operating income, as adjusted		1,077			1,062			1,154
Closed-end fund launch costs		—			—			10
Closed-end fund launch commissions		—			—			1
Operating income used for operating margin measurement	$	1,077		$	1,062		$	1,165
Revenue, GAAP basis	$	2,723		$	2,670		$	2,784
Non-GAAP adjustments:
Distribution and servicing costs		(99	)		(89	)		(96	)
Amortization of deferred sales commissions		(13	)		(15	)		(13	)
Revenue used for operating margin measurement	$	2,611		$	2,566		$	2,675
Operating margin, GAAP basis		39.2	%		39.4	%		41.1	%
Operating margin, as adjusted		41.2	%		41.4	%		43.6	%

See note (1) to the Condensed Consolidated Statements of Income and Supplemental Information on page 15 for more information on as adjusted items and the reconciliation to GAAP.

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RECONCILIATION OF U.S. GAAP NONOPERATING INCOME NET OF NCI TO NONOPERATING INCOME NET OF NCI, AS ADJUSTED

	Three Months Ended
	March 31,						December 31,
(in millions), (unaudited)	2015			2014			2014
Nonoperating income (expense), GAAP basis	$	51		$	17		($	60	)
Less: Net income (loss) attributable to NCI		38			(12	)		(7	)
Nonoperating income (expense), net of NCI		13			29			(53	)
Compensation expense related to (appreciation) depreciation on deferred compensation plans		(2	)		(3	)		(1	)
Nonoperating income (expense), less net income (loss) attributable to NCI, as adjusted	$	11		$	26		($	54	)

See note (2) to the Condensed Consolidated Statements of Income and Supplemental Information on page 15 for more information on as adjusted items and the reconciliation to GAAP.

RECONCILIATION OF U.S. GAAP NET INCOME ATTRIBUTABLE TO BLACKROCK TO NET INCOME ATTRIBUTABLE TO BLACKROCK, AS ADJUSTED

	Three Months Ended
	March 31,				December 31,
(in millions, except per share data), (unaudited)	2015		2014		2014
Net income attributable to BlackRock, Inc., GAAP basis	$	822	$	756	$	813
Non-GAAP adjustments, net of tax:
PNC LTIP funding obligation		5		6		8
Income tax matters		3		—		—
Net income attributable to BlackRock, Inc., as adjusted	$	830	$	762	$	821
Diluted weighted-average common shares outstanding(4)		169.7		171.9		170.4
Diluted earnings per common share, GAAP basis(4)	$	4.84	$	4.40	$	4.77
Diluted earnings per common share, as adjusted(4)	$	4.89	$	4.43	$	4.82

See notes (3) and (4) to the Condensed Consolidated Statements of Income and Supplemental Information on pages 16 for more information on as adjusted items and the reconciliation to GAAP.

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NOTES TO CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND SUPPLEMENTAL INFORMATION(unaudited)

BlackRock reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”); however, management believes evaluating the Company’s ongoing operating results may be enhanced if investors have additional non-GAAP financial measures. Management reviews non-GAAP financial measures to assess ongoing operations and, for the reasons described below, considers them to be effective indicators, for both management and investors, of 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.

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

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

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

Management believes operating income, as adjusted, and operating margin, as adjusted, are effective indicators of BlackRock’s financial performance over time and, therefore, provide useful disclosure to investors.

• Operating income, as adjusted, includes non-GAAP expense adjustments. The portion 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 The PNC Financial Services Group, Inc. (“PNC”) has been excluded because it ultimately does not impact BlackRock’s book value. Compensation expense associated with appreciation (depreciation) on investments related to certain BlackRock deferred compensation plans has been excluded as returns on investments set aside for these plans, which substantially offset this expense, are reported in nonoperating income (expense).

• Operating income used for measuring operating margin, as adjusted, is equal to operating income, as adjusted, excluding the impact of closed-end fund launch costs and related commissions. Management believes the exclusion of such costs and related commissions is useful because these costs can fluctuate considerably and revenue associated with the expenditure of these costs will not fully impact BlackRock’s results until future periods.

Revenue used for operating margin, as adjusted, excludes distribution and servicing costs paid to related parties and other third parties. Management believes the exclusion of such costs is useful because it creates consistency in the treatment for certain contracts for similar services, which due to the terms 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 such costs, over time, substantially offset distribution fee revenue the Company earns. For each of these items, BlackRock excludes from revenue used for operating margin, as adjusted, the costs related to each of these items as a proxy for such offsetting revenue.

(2) Nonoperating income (expense), less net income (loss) attributable to NCI, as adjusted:

Nonoperating income (expense), less net income (loss) attributable to NCI, as adjusted, equals nonoperating income (expense), GAAP basis, less net income (loss) attributable to NCI, adjusted for compensation expense associated with (appreciation) depreciation on investments related to certain BlackRock deferred compensation plans. The compensation expense offset is recorded in operating income. This compensation expense has been included in nonoperating income (expense), less net income (loss) attributable to NCI, as adjusted, to offset returns on investments set aside for these plans, which are reported in nonoperating income (expense), GAAP basis.

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

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

For each period presented, the non-GAAP adjustment related to the PNC LTIP funding obligation was tax effected at the respective blended rates applicable to the adjustments.

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

Other Matters

On April 20, 2015, the Securities and Exchange Commission (“SEC”) announced an agreement with BlackRock Advisors, LLC (“BlackRock Advisors”), a subsidiary of BlackRock, Inc. (“BlackRock”), to settle charges relating to BlackRock Advisors’ handling and disclosure of a former portfolio manager’s personal investments and involvement in a family business. On June 27, 2014, BlackRock announced that it had received a written “Wells Notice” from the SEC staff indicating the staff’s preliminary determination to recommend that the SEC file an action against BlackRock Advisors. As part of the settlement with the SEC, BlackRock Advisors agreed to pay a $12 million penalty and consent to the entry of an Administrative Order containing findings that BlackRock Advisors violated Section 206(2) and (4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder, as well as causing a violation of Rule 38a-1 under the Investment Company Act of 1940 and ordering BlackRock Advisors to cease and desist from committing or causing any violations and any future violations of those provisions. As part of the settlement BlackRock will be required to retain an independent compliance consultant to review its outside activity policy and any related conflicts. BlackRock does not expect the resolution of this matter to have a material adverse effect on its financial results or operations.

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 (collectively, the “Defendants”) under the captionIn 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.

Forward-looking Statements

This filing, 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.

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In addition to risk factors previously disclosed in BlackRock’s Securities and Exchange Commission (“SEC”) reports and those identified elsewhere in this filing, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets, which could result in changes in demand for products or services or in the value of assets under management; (3) the relative and absolute investment performance of BlackRock’s investment products; (4) the impact of increased competition; (5) the impact of future acquisitions or divestitures; (6) the unfavorable resolution of legal proceedings; (7) the extent and timing of any share repurchases; (8) the impact, extent and timing of technological changes and the adequacy of intellectual property, information and cyber security protection; (9) the impact of legislative and regulatory actions and reforms, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, and regulatory, supervisory or enforcement actions of government agencies relating to BlackRock or PNC; (10) terrorist activities, international hostilities and natural disasters, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or BlackRock; (11) the ability to attract and retain highly talented professionals; (12) fluctuations in the carrying value of BlackRock’s economic investments; (13) 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; (14) BlackRock’s success in maintaining the distribution of its products; (15) 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 (16) the impact of problems at other financial institutions or the failure or negative performance of products at other financial institutions.

BlackRock’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and BlackRock’s subsequent filings with the SEC, accessible on the SEC’s website atwww.sec.gov and on BlackRock’s website atwww.blackrock.com, discuss these factors in more detail and identify additional factors that can affect forward-looking statements. The information contained on the Company’s website is not a part of this filing.

Performance Notes

Past performance is not indicative of future results. Except as specified, the performance information shown is as of March 31, 2015 and is based on preliminary data available at that time. The performance data shown reflects information for all actively and passively managed equity and fixed income accounts, including U.S. registered investment companies, European-domiciled retail funds and separate accounts for which performance data is available, including performance data for high net worth accounts available as of February 28, 2015. The performance data does not include accounts terminated prior to March 31, 2015 and accounts for which data has not yet been verified. If such accounts had been included, the performance data provided may have substantially differed from that shown.

Performance comparisons shown are gross-of-fees for U.S. retail, institutional and high net worth separate accounts as well as EMEA institutional separate accounts, and net-of-fee for European domiciled retail funds. The performance tracking shown for institutional index accounts is based on gross-of-fee performance and includes all institutional accounts and alliShares funds globally using an index strategy. AUM information is based on AUM available as of March 31, 2015 for each account or fund in the asset class shown without adjustment for overlapping management of the same account or fund. Fund performance reflects the reinvestment of dividends and distributions.

Source of performance information and peer medians is BlackRock, Inc. and is based in part on data from Lipper Inc. for U.S. funds and Morningstar, Inc. for non-U.S. funds.

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SIGNATURES

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 hereunto duly authorized.

	BlackRock, Inc.
	(Registrant)
	By:	/s/ Gary Shedlin
Date: April 28, 2015		Gary S. Shedlin
		Senior Managing Director and Chief Financial Officer

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