10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to .

Commission file number 001-33099

BlackRock, Inc.

(Exact name of registrant as specified in its charter)

Delaware

32-0174431

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer Identification No.)

50 Hudson Yards, New York, NY 10001

(Address of Principal Executive Offices) (Zip Code)

(212) 810-5300

(Registrant’s Telephone Number, Including Area Code)

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

Securities registered pursuant to Section 12(b) of the Act:


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

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.


Yes		X		No

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted 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 such files).


Yes		X		No

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.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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).


Yes				No		X

As of October 31, 2023, there were 148,762,471 shares of the registrant’s common stock outstanding.

BlackRock, Inc.

Index to Form 10-Q

PART I

FINANCIAL INFORMATION


		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	36

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	69

Item 4.	Controls and Procedures	70

PART II

OTHER INFORMATION


Item 1.	Legal Proceedings	71

Item 1A.	Risk Factors	72

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	73

Item 6.	Exhibits	74


	Signatures	75

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BlackRock, Inc.

Condensed Consolidated Statements of Financial Condition

(unaudited)


	September 30,			December 31,
(in millions, except shares and per share data)	2023			2022
Assets
Cash and cash equivalents(1)	$	7,316		$	7,416
Accounts receivable		3,886			3,264
Investments(1)		9,835			7,466
Separate account assets		51,606			54,066
Separate account collateral held under securities lending agreements		4,740			5,765
Property and equipment (net of accumulated depreciation and amortization of $1,487 and $1,390 at September 30, 2023 and December 31, 2022, respectively)		1,058			1,031
Intangible assets (net of accumulated amortization of $580 and $483 at September 30, 2023 and December 31, 2022, respectively)		18,291			18,302
Goodwill		15,516			15,341
Operating lease right-of-use assets		1,429			1,516
Other assets(1)		4,908			3,461
Total assets	$	118,585		$	117,628
Liabilities
Accrued compensation and benefits	$	1,796		$	2,272
Accounts payable and accrued liabilities		1,217			1,294
Borrowings		7,884			6,654
Separate account liabilities		51,606			54,066
Separate account collateral liabilities under securities lending agreements		4,740			5,765
Deferred income tax liabilities		3,448			3,381
Operating lease liabilities		1,780			1,835
Other liabilities(1)		5,483			3,576
Total liabilities		77,954			78,843
Commitments and contingencies (Note 14)
Temporary equity
Redeemable noncontrolling interests		1,851			909
Permanent equity
BlackRock, Inc. stockholders’ equity
Common stock, $0.01 par value;		2			2
Shares authorized: 500,000,000 at September 30, 2023 and December 31, 2022; Shares issued: 172,075,373 at September 30, 2023 and December 31, 2022; Shares outstanding: 148,942,746 and 149,756,492 at September 30, 2023 and December 31, 2022, respectively
Additional paid-in capital		19,687			19,772
Retained earnings		31,711			29,876
Accumulated other comprehensive loss		(1,101	)		(1,101	)
Treasury stock, common, at cost (23,132,627 and 22,318,881 shares held at September 30, 2023 and December 31, 2022, respectively)		(11,672	)		(10,805	)
Total BlackRock, Inc. stockholders’ equity		38,627			37,744
Nonredeemable noncontrolling interests		153			132
Total permanent equity		38,780			37,876
Total liabilities, temporary equity and permanent equity	$	118,585		$	117,628

(1)

At September 30, 2023, cash and cash equivalents, investments, other assets and other liabilities include $246 million, $5.1 billion, $83 million, and $2.2 billion, respectively, related to consolidated variable interest entities (“VIEs”). At December 31, 2022, cash and cash equivalents, investments, other assets and other liabilities include $234 million, $3.9 billion, $68 million, and $1.9 billion, respectively, related to consolidated VIEs.

See accompanying notes to condensed consolidated financial statements.

BlackRock, Inc.

Condensed Consolidated Statements of Income

(unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in millions, except per share data)	2023			2022			2023			2022
Revenue
Investment advisory, administration fees and securities lending revenue:
Related parties	$	2,765		$	2,647		$	8,065		$	8,299
Other third parties		916			884			2,729			2,753
Total investment advisory, administration fees and securities lending revenue		3,681			3,531			10,794			11,052
Investment advisory performance fees		70			82			243			286
Technology services revenue		407			338			1,106			1,011
Distribution fees		321			325			959			1,067
Advisory and other revenue		43			35			126			120
Total revenue		4,522			4,311			13,228			13,536
Expense
Employee compensation and benefits		1,420			1,339			4,276			4,251
Distribution and servicing costs		526			536			1,549			1,682
Direct fund expense		354			318			1,013			951
General and administration expense		546			554			1,587			1,580
Amortization of intangible assets		39			38			113			114
Total expense		2,885			2,785			8,538			8,578
Operating income		1,637			1,526			4,690			4,958
Nonoperating income (expense)
Net gain (loss) on investments		114			174			434			(242	)
Interest and dividend income		139			41			314			80
Interest expense		(82	)		(50	)		(210	)		(158	)
Total nonoperating income (expense)		171			165			538			(320	)
Income before income taxes		1,808			1,691			5,228			4,638
Income tax expense		213			330			1,041			951
Net income		1,595			1,361			4,187			3,687
Less:
Net income (loss) attributable to noncontrolling interests		(9	)		(45	)		60			(232	)
Net income attributable to BlackRock, Inc.	$	1,604		$	1,406		$	4,127		$	3,919
Earnings per share attributable to BlackRock, Inc. common stockholders:
Basic	$	10.75		$	9.33		$	27.60		$	25.92
Diluted	$	10.66		$	9.25		$	27.36		$	25.67
Weighted-average common shares outstanding:
Basic		149.2			150.6			149.6			151.2
Diluted		150.5			152.0			150.9			152.6

See accompanying notes to condensed consolidated financial statements.

BlackRock, Inc.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in millions)	2023			2022			2023		2022
Net income	$	1,595		$	1,361		$	4,187	$	3,687
Other comprehensive income (loss):
Foreign currency translation adjustments(1)		(221	)		(381	)		—		(922	)
Comprehensive income (loss)		1,374			980			4,187		2,765
Less: Comprehensive income (loss) attributable to noncontrolling interests		(9	)		(45	)		60		(232	)
Comprehensive income attributable to BlackRock, Inc.	$	1,383		$	1,025		$	4,127	$	2,997

(1)

Amounts for the three months ended September 30, 2023 and 2022 include gains from a net investment hedge of $17 million (net of tax expense of $5 million) and $35 million (net of tax expense of $11 million), respectively. Amounts for the nine months ended September 30, 2023 and 2022 include gains from a net investment hedge of $5 million (net of tax expense of $1 million) and $84 million (net of tax expense of $26 million), respectively.

See accompanying notes to condensed consolidated financial statements.

BlackRock, Inc.

Condensed Consolidated Statements of Changes in Equity

(unaudited)

For the Nine Months Ended September 30, 2023


(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, 2022	$	19,774		$	29,876		$	(1,101	)	$	(10,805	)	$	37,744		$	132		$	37,876		$	909
Net income		—			4,127			—			—			4,127			23			4,150			37
Dividends declared ($15.00 per share)		—			(2,292	)		—			—			(2,292	)		—			(2,292	)		—
Stock-based compensation		469			—			—			—			469			—			469			—
Issuance of common shares related to employee stock transactions		(554	)		—			—			633			79			—			79			—
Employee tax withholdings related to employee stock transactions		—			—			—			(369	)		(369	)		—			(369	)		—
Shares repurchased		—			—			—			(1,131	)		(1,131	)		—			(1,131	)		—
Subscriptions (redemptions/distributions) — noncontrolling interest holders		—			—			—			—			—			(21	)		(21	)		1,053
Net consolidations (deconsolidations) of sponsored investment funds		—			—			—			—			—			19			19			(148	)
Other comprehensive income (loss)		—			—			—			—			—			—			—			—
September 30, 2023	$	19,689		$	31,711		$	(1,101	)	$	(11,672	)	$	38,627		$	153		$	38,780		$	1,851

(1)

Amounts include $2 million of common stock at both September 30, 2023 and December 31, 2022.

For the Three Months Ended September 30, 2023


(in millions)	Additional Paid-in Capital(1)			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock Common			Total BlackRock Stockholders’ Equity			Nonredeemable Noncontrolling Interests			Total Permanent Equity			Redeemable Noncontrolling Interests / Temporary Equity
June 30, 2023	$	19,573		$	30,855		$	(880	)	$	(11,340	)	$	38,208		$	142		$	38,350		$	1,546
Net income		—			1,604			—			—			1,604			3			1,607			(12	)
Dividends declared ($5.00 per share)		—			(748	)		—			—			(748	)		—			(748	)		—
Stock-based compensation		146			—			—			—			146			—			146			—
Issuance of common shares related to employee stock transactions		(30	)		—			—			62			32			—			32			—
Employee tax withholdings related to employee stock transactions		—			—			—			(15	)		(15	)		—			(15	)		—
Shares repurchased		—			—			—			(379	)		(379	)		—			(379	)		—
Subscriptions (redemptions/distributions) — noncontrolling interest holders		—			—			—			—			—			(11	)		(11	)		403
Net consolidations (deconsolidations) of sponsored investment funds		—			—			—			—			—			19			19			(86	)
Other comprehensive income (loss)		—			—			(221	)		—			(221	)		—			(221	)		—
September 30, 2023	$	19,689		$	31,711		$	(1,101	)	$	(11,672	)	$	38,627		$	153		$	38,780		$	1,851

(1)

Amounts include $2 million of common stock at both September 30, 2023 and June 30, 2023.

See accompanying notes to condensed consolidated financial statements.

BlackRock, Inc.

Condensed Consolidated Statements of Changes in Equity

(unaudited)

For the Nine Months Ended September 30, 2022


(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		—			3,919			—			—			3,919			2		3,921			(234	)
Dividends declared ($14.64 per share)		—			(2,259	)		—			—			(2,259	)		—		(2,259	)		—
Stock-based compensation		536			—			—			—			536			—		536			—
Issuance of common shares related to employee stock transactions		(567	)		—			—			589			22			—		22			—
Employee tax withholdings related to employee stock transactions		—			—			—			(452	)		(452	)		—		(452	)		—
Shares repurchased		—			—			—			(1,375	)		(1,375	)		—		(1,375	)		—
Subscriptions (redemptions/distributions) — noncontrolling interest holders		—			—			—			—			—			2		2			499
Net consolidations (deconsolidations) of sponsored investment funds		—			—			—			—			—			10		10			(524	)
Other comprehensive income (loss)		—			—			(922	)		—			(922	)		—		(922	)		—
September 30, 2022	$	19,611		$	29,348		$	(1,472	)	$	(10,325	)	$	37,162		$	127	$	37,289		$	828

(1)

Amounts include $2 million of common stock at both September 30, 2022 and December 31, 2021.

For the Three Months Ended September 30, 2022


(in millions)	Additional Paid-in Capital(1)			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock Common			Total BlackRock Stockholders’ Equity			Nonredeemable Noncontrolling Interests		Total Permanent Equity			Redeemable Noncontrolling Interests / Temporary Equity
June 30, 2022	$	19,471		$	28,678		$	(1,091	)	$	(9,969	)	$	37,089		$	113	$	37,202		$	1,103
Net income		—			1,406			—			—			1,406			4		1,410			(49	)
Dividends declared ($4.88 per share)		—			(736	)		—			—			(736	)		—		(736	)		—
Stock-based compensation		160			—			—			—			160			—		160			—
Issuance of common shares related to employee stock transactions		(20	)		—			—			28			8			—		8			—
Employee tax withholdings related to employee stock transactions		—			—			—			(9	)		(9	)		—		(9	)		—
Shares repurchased		—			—			—			(375	)		(375	)		—		(375	)		—
Subscriptions (redemptions/distributions) — noncontrolling interest holders		—			—			—			—			—			—		—			74
Net consolidations (deconsolidations) of sponsored investment funds		—			—			—			—			—			10		10			(300	)
Other comprehensive income (loss)		—			—			(381	)		—			(381	)		—		(381	)		—
September 30, 2022	$	19,611		$	29,348		$	(1,472	)	$	(10,325	)	$	37,162		$	127	$	37,289		$	828

(1)

Amounts include $2 million of common stock at both September 30, 2022 and June 30, 2022.

See accompanying notes to condensed consolidated financial statements.

BlackRock, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)


	Nine Months Ended
	September 30,
(in millions)	2023			2022
Operating activities
Net income	$	4,187		$	3,687
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Depreciation and amortization		316			308
Noncash lease expense		108			123
Stock-based compensation		469			536
Deferred income tax expense (benefit)		41			(104	)
Other investment gains		—			(276	)
Net (gains) losses within CIPs		(116	)		510
Net (purchases) proceeds within CIPs		(1,387	)		(804	)
(Earnings) losses from equity method investees		(304	)		54
Distributions of earnings from equity method investees		32			27
Changes in operating assets and liabilities:
Accounts receivable		(607	)		254
Investments, trading		52			217
Other assets		(1,410	)		(2,273	)
Accrued compensation and benefits		(479	)		(1,282	)
Accounts payable and accrued liabilities		(67	)		123
Other liabilities		1,332			1,883
Net cash provided by/(used in) operating activities		2,167			2,983
Investing activities
Purchases of investments		(681	)		(516	)
Proceeds from sales and maturities of investments		270			190
Distributions of capital from equity method investees		26			59
Net consolidations (deconsolidations) of sponsored investment funds		21			(48	)
Acquisition, net of cash acquired		(189	)		—
Purchases of property and equipment		(220	)		(399	)
Net cash provided by/(used in) investing activities		(773	)		(714	)
Financing activities
Repayments of long-term borrowings		—			(750	)
Proceeds from long-term borrowings		1,238			—
Cash dividends paid		(2,292	)		(2,259	)
Proceeds from stock options exercised		51			—
Repurchases of common stock		(1,500	)		(1,827	)
Net proceeds from (repayments of) borrowings by CIPs		(38	)		—
Net subscriptions received/(redemptions/distributions paid) from noncontrolling interest holders		1,032			501
Other financing activities		20			19
Net cash provided by/(used in) financing activities		(1,489	)		(4,316	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(5	)		(479	)
Net increase/(decrease) in cash, cash equivalents and restricted cash		(100	)		(2,526	)
Cash, cash equivalents and restricted cash, beginning of period		7,433			9,340
Cash, cash equivalents and restricted cash, end of period	$	7,333		$	6,814
Supplemental schedule of noncash investing and financing transactions:
Issuance of common stock	$	554		$	567
Increase (decrease) in noncontrolling interests due to net consolidation (deconsolidation) of sponsored investment funds	$	(129	)	$	(514	)

See accompanying notes to condensed consolidated financial statements.

BlackRock, Inc.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

1. Business Overview

BlackRock’s diverse platform of alpha-seeking active, index and cash management investment strategies across asset classes enables the Company to offer choice and tailor investment 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 trust funds and other pooled investment vehicles. BlackRock also offers technology services, including the investment and risk management technology platform, Aladdin®, Aladdin Wealth, eFront and Cachematrix, as well as advisory services and solutions to a broad base of institutional and wealth management clients.

2. Significant Accounting Policies

Basis of Presentation

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 represent the portion of consolidated sponsored investment products (“CIPs”) and a consolidated affiliate (collectively, “consolidated entities”) in which the Company does not have direct equity ownership. Intercompany balances and transactions have been 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 footnotes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Securities and Exchange Commission (“SEC”) on February 24, 2023 (“2022 Form 10-K”).

The interim financial information at September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 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.

Fair Value Measurements

Hierarchy of Fair Value 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:

Level 1 Inputs:

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

•

Level 1 assets may include listed mutual funds, ETFs, listed equities, commodities and certain exchange-traded derivatives.

Level 2 Inputs:

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.

•

Level 2 assets may include debt securities, loans held within consolidated collateralized loan obligations (“CLOs”), short-term floating-rate notes, asset-backed securities, as well as over-the-counter derivatives, including interest rate swaps and foreign currency exchange contracts that have inputs to the valuations that generally can be corroborated by observable market data.

Level 3 Inputs:

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.

•

Level 3 assets may include direct private equity investments, including those held within CIPs, investments in CLOs, and loans held within consolidated CLOs and CIPs.

•

Level 3 liabilities may include borrowings of consolidated CLOs and contingent liabilities related to acquisitions valued based upon discounted cash flow analyses, using unobservable market data, or other valuation techniques.

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.

A significant number of inputs used to value equity, debt securities, and loans held within CLOs and CIPs are 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.

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 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 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.

Fair Value Assets and Liabilities of Consolidated CLO. The Company applies the fair value option provisions for eligible assets, including 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 price and interest rate exposures with respect to its total portfolio of seed investments in sponsored investment products. Certain CIPs also utilize derivatives as a part of their investment strategy.

In addition, during 2023, the Company acquired both investments and derivatives to economically hedge market valuation changes on certain deferred cash compensation plans, for which the final value of the deferred amount distributed to employees in cash upon vesting is determined based on the returns of specified investment funds. The Company recognizes compensation expense for the appreciation (depreciation) of the deferred cash compensation liability in proportion to the vested amount of the award during a respective period, while the gain (loss) to economically hedge these plans is immediately recognized in nonoperating income (expense). See Note 4, Investments, and Note 8, Derivatives and Hedging, for further information on the Company’s investments and derivatives, respectively, used to economically hedge these deferred cash compensation plans.

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 or hedged assets or liabilities, 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 United States ("US") dollars. The gain or loss from revaluing net investment hedges 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 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 obtains either (1) the legal title, or (2) a first ranking priority security interest, in the collateral. The minimum collateral values generally range from approximately 102% to 112% of the value of the securities 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.

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 in addition to an equal 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 September 30, 2023 and December 31, 2022, the fair value of loaned securities held by separate accounts was approximately $8.6 billion and $10.2 billion, respectively, and the fair value of the collateral under these securities lending agreements was approximately $9.3 billion and $11.0 billion, respectively, of which approximately $4.7 billion as of September 30, 2023 and $5.8 billion as of December 31, 2022 was recognized on the condensed consolidated statements of financial condition. During the nine months ended September 30, 2023 and 2022, the Company had not 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.

Property and Equipment. Property and equipment are recorded at cost less accumulated depreciation. Depreciation is generally determined by cost less any estimated residual value using the straight-line method over the estimated useful lives of the various classes of property and equipment. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life or the remaining lease term. During the nine months ended September 30, 2023, BlackRock reclassed approximately $400 million from construction in progress to leasehold improvements primarily related to its new headquarters located at 50 Hudson Yards in New York.

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”). There were no Yield Support waivers during the three and nine months ended September 30, 2023 and during the three months ended September 30, 2022. During the nine months ended September 30, 2022 Yield Support waivers resulted in a reduction of management fees of approximately $72 million. The reduction in management fees 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.

3. Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents reported within the condensed consolidated statements of financial condition to the cash, cash equivalents, and restricted cash reported within the condensed consolidated statements of cash flows.


	September 30,		December 31,
(in millions)	2023		2022
Cash and cash equivalents	$	7,316	$	7,416
Restricted cash included in other assets		17		17
Total cash, cash equivalents and restricted cash	$	7,333	$	7,433

4. Investments

A summary of the carrying value of total investments is as follows:


	September 30,		December 31,
(in millions)	2023		2022
Debt securities:
Trading securities (including $2,059 and $1,279 held by CIPs at September 30, 2023 and December 31, 2022, respectively)	$	2,100	$	1,331
Held-to-maturity investments		595		544
Total debt securities		2,695		1,875
Equity securities at FVTNI (including $1,332 and $1,089 held by CIPs at September 30, 2023 and December 31, 2022, respectively)(1)		1,449		1,211
Equity method investments:
Equity method investments(2)		2,306		1,895
Investments related to deferred cash compensation plans(1)		228		—
Total equity method investments		2,534		1,895
Loans held by CIPs		542		354
Federal Reserve Bank stock(3)		92		91
Carried interest(4)		1,945		1,550
Other investments(1)(5)		578		490
Total investments	$	9,835	$	7,466

(1)

Amounts include investments held to economically hedge the impact of market valuation changes on certain deferred cash compensation plans of $228 million, $14 million, and $10 million included within equity method investments, equity securities at fair value recorded through net income ("FVTNI") and other investments, respectively, as of September 30, 2023.

(2)

Equity method investments primarily include BlackRock’s direct investments in certain BlackRock sponsored investment funds.

(3)

Federal Reserve Bank stock is held for regulatory purposes and is restricted from sale.

(4)

Carried interest represents allocations to BlackRock’s general partner capital accounts from certain sponsored investment funds. These balances are subject to change upon cash distributions, additional allocations or reallocations back to limited partners within the respective funds.

(5)

Other investments include BlackRock’s investments in nonmarketable equity securities, which are measured at cost, adjusted for observable price changes, and private equity, real asset, and commodity investments held by CIPs, which are measured at fair value.

Held-to-Maturity Investments

Held-to-maturity investments included certain investments in BlackRock sponsored CLOs. The amortized cost (carrying value) of these investments approximated fair value (primarily a Level 2 input). At September 30, 2023, $9 million of these investments mature between one to five years, $299 million of these investments mature between five to ten years and $287 million of these investments mature after ten years.

Trading Debt Securities and Equity Securities at FVTNI

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



	September 30, 2023				December 31, 2022
(in millions)	Cost		Carrying Value		Cost		Carrying Value
Trading debt securities:
Corporate debt	$	1,500	$	1,434	$	823	$	795
Government debt		533		500		420		400
Asset/mortgage-backed debt		190		166		154		136
Total trading debt securities	$	2,223	$	2,100	$	1,397	$	1,331
Equity securities at FVTNI:
Equity securities/mutual funds	$	1,434	$	1,449	$	1,216	$	1,211

5. Consolidated Sponsored Investment Products

The Company consolidates certain sponsored investment funds accounted for as voting rights entities (“VREs”) because it is deemed to control such funds.

In the normal course of business, the Company is the manager of various types of sponsored investment vehicles, which may be considered VIEs. The Company may from time to time own equity or debt securities or enter into derivatives or loan arrangements 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 economic interest in the entity. The Company’s consolidated VIEs include certain sponsored investment products in which BlackRock has an economic interest and as the investment manager, is deemed to have both the power to direct the most significant activities of the products and the right to receive benefits (or the obligation to absorb losses) that could potentially be significant to these sponsored investment 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.

The following table presents the balances related to these CIPs accounted for as VIEs and VREs that were recorded on the condensed consolidated statements of financial condition, including BlackRock’s net interest in these products:


	September 30, 2023									December 31, 2022
(in millions)	VIEs			VREs			Total			VIEs			VREs			Total
Cash and cash equivalents(1)	$	246		$	76		$	322		$	234		$	31		$	265
Investments:
Trading debt securities		1,665			394			2,059			949			330			1,279
Equity securities at FVTNI		945			387			1,332			821			268			1,089
Loans		214			328			542			234			120			354
Other investments		431			105			536			373			77			450
Carried interest		1,880			—			1,880			1,497			—			1,497
Total investments		5,135			1,214			6,349			3,874			795			4,669
Other assets		83			72			155			68			29			97
Other liabilities(2)		(2,207	)		(294	)		(2,501	)		(1,876	)		(48	)		(1,924	)
Noncontrolling interest - CIPs		(1,686	)		(271	)		(1,957	)		(857	)		(125	)		(982	)
BlackRock's net interest in CIPs	$	1,571		$	797		$	2,368		$	1,443		$	682		$	2,125

(1)

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

(2)

At September 30, 2023, other liabilities of VIEs primarily include deferred carried interest liabilities, borrowings of a consolidated CLO of $201 million and borrowings of other CIPs of $115 million. At December 31, 2022, other liabilities of VIEs primarily included deferred carried interest liabilities and borrowings of a consolidated CLO. Borrowings of other CIPs are recorded at amortized cost, which approximates fair value (a Level 3 input).

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.

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


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in millions)	2023			2022			2023		2022
Nonoperating net gain (loss) on consolidated VIEs	$	(26	)	$	(89	)	$	113	$	(405	)

Net income (loss) attributable to NCI on consolidated VIEs	$	(8	)	$	(35	)	$	65	$	(218	)

6. Variable Interest Entities

Nonconsolidated VIEs. At September 30, 2023 and December 31, 2022, 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 primary beneficiary, was as follows:


			Advisory Fee		Other Net Assets			Maximum
(in millions)	Investments		Receivables		(Liabilities)			Risk of Loss(1)
September 30, 2023
Sponsored investment products	$	2,193	$	89	$	(11	)	$	2,299
December 31, 2022
Sponsored investment products	$	1,060	$	95	$	(12	)	$	1,172

(1)

At both September 30, 2023 and December 31, 2022, BlackRock’s maximum risk of loss associated with these VIEs primarily related to BlackRock’s investments and the collection of advisory fee receivables.

The net assets of sponsored investment products that are nonconsolidated VIEs approximated $33 billion and $19 billion at September 30, 2023 and December 31, 2022, respectively.

7. Fair Value Disclosures

Fair Value Hierarchy

Assets and liabilities measured at fair value on a recurring basis


September 30, 2023 (in millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Investments Measured at NAV(1)		Other(2)		September 30, 2023
Assets:
Investments
Debt securities:
Trading securities	$	—	$	2,060	$	40	$	—	$	—	$	2,100
Held-to-maturity investments		—		—		—		—		595		595
Total debt securities		—		2,060		40		—		595		2,695
Equity securities at FVTNI:
Equity securities/mutual funds		1,449		—		—		—		—		1,449
Equity method:
Equity, fixed income, and multi-asset mutual funds		231		—		—		—		—		231
Hedge funds/funds of hedge funds/other		—		—		—		495		—		495
Private equity funds		—		—		—		1,200		—		1,200
Real assets funds		—		—		—		380		—		380
Investments related to deferred cash compensation plans		—		—		—		228		—		228
Total equity method		231		—		—		2,303		—		2,534
Loans		—		161		381		—		—		542
Federal Reserve Bank Stock		—		—		—		—		92		92
Carried interest		—		—		—		—		1,945		1,945
Other investments		18		—		—		405		155		578
Total investments		1,698		2,221		421		2,708		2,787		9,835
Other assets(3)		104		5		107		—		—		216
Separate account assets		33,308		17,524		—		—		774		51,606
Separate account collateral held under securities lending agreements:
Equity securities		1,906		—		—		—		—		1,906
Debt securities		—		2,834		—		—		—		2,834
Total separate account collateral held under securities lending agreements		1,906		2,834		—		—		—		4,740
Total	$	37,016	$	22,584	$	528	$	2,708	$	3,561	$	66,397
Liabilities:
Separate account collateral liabilities under securities lending agreements	$	1,906	$	2,834	$	—	$	—	$	—	$	4,740
Other liabilities(4)		—		41		295		—		—		336
Total	$	1,906	$	2,875	$	295	$	—	$	—	$	5,076

(1)

Amounts are comprised of certain investments measured at fair value using NAV (or its equivalent) as a practical expedient.

(2)

Amounts are comprised of investments held at amortized cost and cost, adjusted for observable price changes, carried interest, certain equity method investments and other assets, which are not accounted for under a fair value measure. 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.

(3)

Level 1 amount includes a minority investment in a publicly traded company. Level 3 amount includes a strategic private debt investment with changes in fair value recorded in AOCI, net of tax.

(4)

Level 2 amount primarily includes fair value of derivatives (See Note 8, Derivatives and Hedging, for more information). Level 3 amount primarily includes borrowings of a consolidated CLO classified based on the significance of unobservable inputs used for calculating the fair value of consolidated CLO assets, and contingent liabilities related to acquisitions.


December 31, 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)		December 31, 2022
Assets:
Investments
Debt securities:
Trading securities	$	—	$	1,279	$	52	$	—	$	—	$	1,331
Held-to-maturity investments		—		—		—		—		544		544
Total debt securities		—		1,279		52		—		544		1,875
Equity securities at FVTNI:
Equity securities/mutual funds		1,211		—		—		—		—		1,211
Equity method:
Equity, fixed income, and multi-asset mutual funds		181		—		—		—		—		181
Hedge funds/funds of hedge funds/other		—		—		—		525		—		525
Private equity funds		—		—		—		885		—		885
Real assets funds		—		—		—		304		—		304
Total equity method		181		—		—		1,714		—		1,895
Loans		—		106		248		—		—		354
Federal Reserve Bank Stock		—		—		—		—		91		91
Carried interest		—		—		—		—		1,550		1,550
Other investments		28		—		—		316		146		490
Total investments		1,420		1,385		300		2,030		2,331		7,466
Other assets(3)		145		1		—		—		—		146
Separate account assets		34,823		18,544		—		—		699		54,066
Separate account collateral held under securities lending agreements:
Equity securities		2,163		—		—		—		—		2,163
Debt securities		—		3,602		—		—		—		3,602
Total separate account collateral held under securities lending agreements		2,163		3,602		—		—		—		5,765
Total	$	38,551	$	23,532	$	300	$	2,030	$	3,030	$	67,443
Liabilities:
Separate account collateral liabilities under securities lending agreements	$	2,163	$	3,602	$	—	$	—	$	—	$	5,765
Other liabilities(4)		—		31		280		—		—		311
Total	$	2,163	$	3,633	$	280	$	—	$	—	$	6,076

(1)

Amounts are comprised of certain investments measured at fair value using NAV (or its equivalent) as a practical expedient.

(2)

Amounts are comprised of investments held at amortized cost and cost, adjusted for observable price changes, carried interest and certain equity method investments, which include sponsored investment funds and other assets, which are not accounted for under a fair value measure. 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.

(3)

Level 1 amount includes a minority investment in a publicly traded company. Level 2 amount primarily includes fair value of derivatives (See Note 8, Derivatives and Hedging, for more information).

(4)

Level 3 Assets. Level 3 assets predominantly include investments in CLOs, loans of consolidated CIPs, and a strategic private debt investment. Investments in CLOs and loans were valued based on single-broker nonbinding quotes or quotes from pricing services which use significant unobservable inputs. BlackRock's strategic private debt investment was valued using the income approach by discounting the expected cash flows to a single present value. For investments utilizing a discounted cashflow valuation technique, an increase (decrease) in the discount rate or risk premium in isolation could have resulted in a significantly lower (higher) fair value measurement as of September 30, 2023.

Level 3 Liabilities. Level 3 liabilities primarily include 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, as well as contingent liabilities related to certain acquisitions, which were valued based upon discounted cash flow analyses, using unobservable market data inputs, or other valuation techniques.

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended September 30, 2023


(in millions)	June 30, 2023		Realized and Unrealized Gains (Losses)			Purchases		Sales and Maturities			Issuances and Other Settlements(1)		Transfers into Level 3		Transfers out of Level 3			September 30, 2023		Total Net Unrealized Gains (Losses) Included in Earnings(2)
Assets:
Investments:
Debt securities:
Trading	$	41	$	(1	)	$	2	$	(2	)	$	—	$	—	$	—		$	40	$	(1	)
Total debt securities		41		(1	)		2		(2	)		—		—		—			40		(1	)
Loans		266		(17	)		117		—			—		23		(8	)		381		(17	)
Total investments		307		(18	)		119		(2	)		—		23		(8	)		421		(18	)
Other assets		109		(2	)		—		—			—		—		—			107		(2	)
Total assets	$	416	$	(20	)	$	119	$	(2	)	$	—	$	23	$	(8	)	$	528	$	(20	)
Liabilities:
Other liabilities	$	254	$	3		$	—	$	—		$	44	$	—	$	—		$	295	$	3

(1)

Issuance and other settlements amount includes a contingent liability in connection with the acquisition of Kreos Capital in August 2023 (the “Kreos Transaction”), partially offset by repayments of borrowings of a consolidated CLO.

(2)

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 Nine Months Ended September 30, 2023


(in millions)	December 31, 2022		Realized and Unrealized Gains (Losses)			Purchases		Sales and Maturities			Issuances and Other Settlements(1)		Transfers into Level 3		Transfers out of Level 3			September 30, 2023		Total Net Unrealized Gains (Losses) Included in Earnings(2)
Assets:
Investments:
Debt securities:
Trading	$	52	$	(1	)	$	8	$	(19	)	$	—	$	—	$	—		$	40	$	(1	)
Total debt securities		52		(1	)		8		(19	)		—		—		—			40		(1	)
Loans		248		6			129		(21	)		—		33		(14	)		381		6
Total investments		300		5			137		(40	)		—		33		(14	)		421		5
Other assets		—		(2	)		109		—			—		—		—			107		(2	)
Total assets	$	300	$	3		$	246	$	(40	)	$	—	$	33	$	(14	)	$	528	$	3
Liabilities:
Other liabilities	$	280	$	7		$	—	$	—		$	22	$	—	$	—		$	295	$	7

(1)

Issuance and other settlements amount includes a contingent liability in connection with the Kreos Transaction, partially offset by repayments of borrowings of a consolidated CLO.

(2)

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

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


(in millions)	June 30, 2022		Realized and Unrealized Gains (Losses)			Purchases		Sales and Maturities			Issuances and Other Settlements			Transfers into Level 3		Transfers out of Level 3			September 30, 2022		Total Net Unrealized Gains (Losses) Included in Earnings(1)
Assets:
Investments:
Debt securities:
Trading	$	16	$	(1	)	$	14	$	(5	)	$	—		$	25	$	—		$	49	$	(1	)
Total debt securities		16		(1	)		14		(5	)		—			25		—			49		(1	)
Private equity		4		(2	)		—		—			—			—		(2	)		—		—
Loans		252		(1	)		—		(16	)		—			4		(3	)		236		(1	)
Total investments	$	272	$	(4	)	$	14	$	(21	)	$	—		$	29	$	(5	)	$	285	$	(2	)
Liabilities:
Other liabilities	$	314	$	8		$	—	$	—		$	(3	)	$	—	$	—		$	303	$	8

(1)

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 Nine Months Ended September 30, 2022


(in millions)	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			September 30, 2022		Total Net Unrealized Gains (Losses) Included in Earnings(2)
Assets:
Investments:
Debt securities:
Trading	$	17	$	(4	)	$	33	$	(18	)	$	—		$	25	$	(4	)	$	49	$	(4	)
Total debt securities		17		(4	)		33		(18	)		—			25		(4	)		49		(4	)
Private equity		5		(2	)		—		—			—			—		(3	)		—		—
Loans		270		(4	)		16		(34	)		—			8		(20	)		236		(4	)
Total investments	$	292	$	(10	)	$	49	$	(52	)	$	—		$	33	$	(27	)	$	285	$	(8	)
Liabilities:
Other liabilities	$	342	$	7		$	—	$	—		$	(32	)	$	—	$	—		$	303	$	7

(1)

Amounts include proceeds from borrowings of a consolidated CLO and a contingent liability payment related to a prior acquisition.

(2)

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

Realized and Unrealized Gains (Losses) for Level 3 Assets and Liabilities. Realized and unrealized gains (losses) recorded for Level 3 assets and liabilities are primarily reported in nonoperating income (expense) on the condensed consolidated statements of income. A portion of net income (loss) related to securities held by CIPs is allocated to 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.

Disclosures of Fair Value for Financial Instruments Not Held at Fair Value. At September 30, 2023 and December 31, 2022, the fair value of the Company’s financial instruments not held at fair value are categorized in the table below:


	September 30, 2023				December 31, 2022
(in millions)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Fair Value Hierarchy
Financial Assets(1):
Cash and cash equivalents	$	7,316	$	7,316	$	7,416	$	7,416	Level 1	(2)(3)
Other assets	$	103	$	103	$	86	$	86	Level 1	(2)(4)

Financial Liabilities:
Long-term borrowings	$	7,884	$	7,007	$	6,654	$	5,949	Level 2	(5)

(1)

See Note 4, Investments, for further information on investments not held at fair value.

(2)

Cash and cash equivalents are carried at either cost or amortized cost, which approximates fair value due to their short-term maturities.

(3)

At September 30, 2023 and December 31, 2022, approximately $2.5 billion and $2.2 billion, respectively, of money market funds were recorded within cash and cash equivalents on the condensed consolidated statements of financial condition. Money market funds are valued based on quoted market prices, or $1.00 per share, which generally is the NAV of the fund.

(4)

At September 30, 2023 and December 31, 2022, other assets included cash collateral of approximately $86 million and $69 million, respectively. See Note 8, Derivatives and Hedging for further information on derivatives held by the Company. In addition, other assets included $17 million of restricted cash at both September 30, 2023 and December 31, 2022.

(5)

Long-term borrowings are recorded at amortized cost, net of debt issuance costs. The fair value of the long-term borrowings, including the current portion of long-term borrowings, is determined using market prices and the EUR/USD foreign exchange rate at the end of September 2023 and December 2022, respectively. See Note 13, Borrowings, for the fair value of each of the Company’s long-term borrowings.

Investments in Certain Entities that Calculate NAV Per 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, 2023

(in millions)

Ref

Fair Value

Total
Unfunded
Commitments

Redemption
Frequency

Redemption
Notice Period

Equity method(1):

Hedge funds/funds of hedge
  funds/other

(a)

495

142

Daily/Monthly (15%)
Quarterly (9%)
N/R (76%)

1 – 90 days

Private equity funds

(b)

1,200

184

N/R

N/R

Real assets funds

(c)

380

247

Quarterly (12%)
N/R (88%)

60 days

Investments related to deferred 
   cash compensation plan

(e)

228

—

Monthly

1 – 90 days

Consolidated sponsored
   investment products:

Real assets funds

(c)

150

67

N/R

N/R

Private equity funds

(d)

94

38

N/R

N/R

Hedge funds/other

(a)

161

68

Quarterly (88%)
N/R (12%)

90 days

Total

2,708

746

December 31, 2022

(in millions)

Ref

Fair Value

Total
Unfunded
Commitments

Redemption
Frequency

Redemption
Notice Period

Equity method(1):

Hedge funds/funds of hedge
  funds/other

(a)

525

149

Daily/Monthly (23%)
Quarterly (13%)
N/R (64%)

1 – 90 days

Private equity funds

(b)

885

174

N/R

N/R

Real assets funds

(c)

304

304

Quarterly (17%)
N/R (83%)

60 days

Consolidated sponsored
   investment products:

Real assets funds

(c)

116

94

N/R

N/R

Private equity funds

(d)

183

37

N/R

N/R

Other funds

17

31

Quarterly

90 days

Total

2,030

789

N/R – Not Redeemable

(1)

Comprised of equity method investments, which include investment companies that account for their financial assets and most financial liabilities under fair value measures; therefore, the Company’s investment in such equity method investees approximates fair value.

(a)

This category includes hedge funds, funds of hedge funds, and other funds that invest primarily in equities, fixed income securities, private credit, opportunistic and mortgage instruments and other third-party hedge funds. The fair values of the investments have been estimated using the NAV of the Company’s ownership interest in partners’ capital. The liquidation period for the investments in the funds that are not subject to redemption is unknown at both September 30, 2023 and December 31, 2022.

(b)

This category includes private equity funds that initially invest in nonmarketable securities of private companies, which ultimately may become public in the future. The fair values of these investments have been estimated using capital accounts representing the Company’s ownership interest in the funds and may also include other performance inputs. The Company’s investment in each fund is not subject to redemption and is normally returned through distributions as a result of the liquidation of the underlying assets of the private equity funds. The liquidation period for the investments in these funds is unknown at both September 30, 2023 and December 31, 2022.

(c)

This category includes several real assets funds that invest directly and indirectly in real estate or infrastructure. The fair values of the investments have been estimated using capital accounts representing the Company’s ownership interest in the funds. The Company’s investments that are not subject to redemption or are not currently redeemable are normally returned through distributions and realizations of the underlying assets of the funds. The liquidation period for the investments in the funds that are not subject to redemptions is unknown at both September 30, 2023 and December 31, 2022. The total remaining unfunded commitments were $314 million and $398 million at September 30, 2023 and December 31, 2022, respectively. The Company’s portion of the total remaining unfunded commitments was $289 million and $364 million at September 30, 2023 and December 31, 2022, respectively.

(d)

This category includes the underlying third-party private equity funds within consolidated BlackRock sponsored private equity funds of funds. These investments are not subject to redemption or are not currently redeemable; 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. The liquidation period for the underlying assets of these funds is unknown.

(e)

This category includes hedge funds and funds of hedge funds that invest primarily in equities, fixed income securities, mortgage instruments and other third-party hedge funds. The fair values of the investments have been estimated using the NAV of the Company's ownership interest in partners' capital. The investments in hedge funds will be redeemed upon settlement of certain deferred cash compensation liabilities.

Fair Value Option

At September 30, 2023 and December 31, 2022, the Company elected the fair value option for certain investments in CLOs of approximately $41 million and $52 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 30, 2023 and December 31, 2022:


	September 30,		December 31,
(in millions)	2023		2022
CLO Bank loans:
Aggregate principal amounts outstanding	$	224	$	238
Fair value		213		234
Aggregate unpaid principal balance in excess of (less than) fair value	$	11	$	4

CLO Borrowings:
Aggregate principal amounts outstanding	$	221	$	245
Fair value	$	201	$	245

At September 30, 2023, the principal amounts outstanding of the borrowings issued by the CLO mature in 2030 and may be repaid prior to maturity at any time.

During the three and nine months ended September 30, 2023 and 2022, the net gains (losses) from the change in fair value of the bank loans and borrowings held by the consolidated CLO were not material and were recorded in net gain (loss) on the condensed consolidated statements of income. The change in fair value of the assets and liabilities included interest income and expense, respectively.

8. Derivatives and Hedging

The Company maintains a program to enter into exchange traded futures as a macro hedging strategy to hedge market price and interest rate exposures with respect to its total portfolio of seed investments in sponsored investment products. At September 30, 2023 and December 31, 2022, the Company had outstanding exchange traded futures related to this macro hedging strategy with aggregate notional values of approximately $1.6 billion and $1.5 billion, with expiration dates during the fourth and first quarter of 2023, respectively.

In addition, beginning in the first quarter of 2023, the Company entered into futures to economically hedge the exposure to market movements on certain deferred cash compensation plans. At September 30, 2023, the Company had outstanding exchange traded futures with aggregate notional values related to its deferred cash compensation hedging program of approximately $182 million, with expiration dates during the fourth quarter of 2023.

Changes in the value of the futures contracts are recognized as gains or losses within nonoperating income (expense). Variation margin payments, which represent settlements of profit/loss, are generally received or made daily, and are reflected in other assets and other liabilities on the condensed consolidated statements of financial condition. These amounts were not material as of September 30, 2023 and December 31, 2022.

The Company executes forward foreign currency exchange contracts to mitigate the risk of certain foreign exchange movements. At September 30, 2023 and December 31, 2022, the Company had outstanding forward foreign currency exchange contracts with aggregate notional values of approximately $2.4 billion and $2.2 billion, with expiration dates in October 2023 and January 2023, respectively.

At both September 30, 2023 and December 31, 2022, the Company had a derivative providing credit protection with a notional amount of approximately $17 million to a counterparty, representing the Company’s maximum risk of loss with respect to the derivative. The Company carries the derivative at fair value based on the expected discounted future cash outflows under the arrangement.

The following table presents the fair values of derivative instruments recognized in the condensed consolidated statements of financial condition at September 30, 2023 and December 31, 2022:

Assets

Liabilities

(in millions)

Statement of
Financial 
Condition
Classification

September 30, 2023

December 31, 2022

Statement of
Financial 
Condition
Classification

September 30, 2023

December 31, 2022

Derivative Instruments

Forward foreign currency 
   exchange contracts

Other assets

5

1

Other liabilities

30

19

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


		Three Months Ended						Nine Months Ended
		September 30,						September 30,
	Statement of Income	2023			2022			2023		2022
(in millions)	Classification	Gains (Losses)						Gains (Losses)
Derivative Instruments
Exchange traded futures(1)	Nonoperating income (expense)	$	72		$	—		$	14	$	—
Forward foreign currency exchange contracts	General and administration expense		(66	)		(124	)		29		(295	)
Total return swaps	Nonoperating income (expense)		—			44			—		147
Total gain (loss) from derivative instruments		$	6		$	(80	)	$	43	$	(148	)

(1)

Amounts include $81 million and $6 million of gains on futures used as a macro hedging strategy of seed investments for the three and nine months ended September 30, 2023, respectively. In addition amounts include $9 million of losses and $8 million of gains on futures used to economically hedge certain deferred cash compensation plans for the three and nine months ended September 30, 2023, respectively.

The Company's CIPs may utilize derivative instruments as a part of the funds' investment strategies. The change in fair value of such derivatives, which is recorded in nonoperating income (expense), was not material for the three and nine months ended September 30, 2023 and 2022.

See Note 15, Borrowings, in the 2022 Form 10-K for more information on the Company’s net investment hedge.

9. Goodwill

Goodwill activity during the nine months ended September 30, 2023 was as follows:


(in millions)
December 31, 2022	$	15,341
Acquisition(1)		184
Other		(9	)
September 30, 2023	$	15,516

(1)

Amount represents goodwill in connection with the Kreos Transaction. The Company believes this acquisition will add to the Company's position as a leading global credit asset manager and advance its ambitions to provide clients with a diverse range of private market investment products and solutions. Total consideration for the transaction was approximately $250 million, which included contingent consideration.

10. Intangible Assets

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


(in millions)	Indefinite-lived		Finite-lived			Total
December 31, 2022	$	17,578	$	724		$	18,302
Acquisition(1)		—		106			106
Amortization expense		—		(113	)		(113	)
Other		—		(4	)		(4	)
September 30, 2023	$	17,578	$	713		$	18,291

(1)

In connection with the Kreos Transaction, the Company acquired approximately $67 million of finite-lived management contracts and $39 million of finite-lived investor relationships with weighted-average estimated lives of approximately five and ten years, respectively.

11. Leases

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in millions)	2023		2022		2023		2022
Lease cost:
Operating lease cost(1)	$	43	$	55	$	144	$	160
Variable lease cost(2)		15		10		35		32
Total lease cost	$	58	$	65	$	179	$	192

(1)

Amounts include short-term leases, which are immaterial for the three and nine months ended September 30, 2023 and 2022.

(2)

Amounts include operating lease payments, which may be adjusted based on usage, changes in an index or market rate, as well as common area maintenance charges and other variable costs not included in the measurement of right-of-use (“ROU”) assets and operating lease liabilities.

Supplemental information related to operating leases is summarized below:


	Nine Months Ended
	September 30,
(in millions)	2023		2022
Supplemental cash flow information:
Operating cash flows from operating leases included in the measurement of operating lease liabilities	$	109	$	122

Supplemental noncash information:
ROU assets in exchange for operating lease liabilities	$	20	$	45


	September 30,			December 31,
	2023			2022
Lease term and discount rate:
Weighted-average remaining lease term		15	years		16	years
Weighted-average discount rate		3	%		3	%

12. Other Assets

At September 30, 2023 and December 31, 2022, the Company had $771 million and $809 million of equity method investments, respectively, recorded within other assets 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 September 30, 2023 and December 31, 2022, the Company had $443 million and $375 million, respectively, of other nonequity method corporate minority investments recorded within other assets on the condensed consolidated statements of financial condition, since such investees are considered to be an extension of BlackRock’s core business. These investments included equity securities, generally measured at fair value or under the measurement alternative to fair value for nonmarketable securities, and a strategic private debt investment measured at fair value. Changes in value of the equity securities are recorded in nonoperating income (expense) and changes in value of the debt security is recorded in AOCI, net of tax. See Note 2, Significant Accounting Policies, in the notes to the consolidated financial statements contained in the 2022 Form 10-K for further information.

13. Borrowings

Short-Term Borrowings

2023 Revolving Credit Facility. The Company maintains an unsecured revolving credit facility which is available for working capital and general corporate purposes (the “2023 credit facility”). In March 2023, the 2023 credit facility was amended to, among other things, (1) increase the aggregate commitment amount by $300 million to $5 billion, (2) extend the maturity date to March 2028 and (3) change the secured overnight financing rate (“SOFR”) adjustment to 10 bps per annum for all SOFR-based borrowings. The 2023 credit facility permits the Company to request up to an additional $1.0 billion of borrowing capacity, subject to lender credit approval, which could increase the overall size of the 2023 credit facility to an aggregate principal amount of up to $6 billion. The 2023 credit facility requires the Company not to exceed a maximum leverage ratio (ratio of net debt to earnings before interest, taxes, depreciation and amortization, where net debt equals total debt less unrestricted cash) of 3 to 1, which was satisfied with a ratio of less than 1 to 1 at September 30, 2023. At September 30, 2023, the Company had no amount outstanding under the 2023 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 billion. The commercial paper program is currently supported by the 2023 credit facility. At September 30, 2023, BlackRock had no CP Notes outstanding.

Long-Term Borrowings

2033 Notes. In May 2023, the Company issued $1.25 billion in aggregate principal amount of 4.75% senior unsecured notes maturing on May 25, 2033 (the “2033 Notes”). The net proceeds of the 2033 Notes are being used for general corporate purposes, which may include the future repayment of all or a portion of the $1.0 billion 3.50% Notes due March 2024. Interest of approximately $59 million per year is payable semi-annually on May 25 and November 25 of each year, commencing on November 25, 2023. The 2033 Notes may be redeemed at the option of the Company, in whole or in part, at any time prior to February 25, 2033 at a "make-whole" redemption price, or thereafter at 100% of the principal amount of the 2033 Notes, in each case plus accrued but unpaid interest. The unamortized discount and debt issuance costs are being amortized over the remaining term of the 2033 Notes.

The carrying value and fair value of long-term borrowings determined using market prices and EUR/USD foreign exchange rate at the end of September 2023 included the following:


(in millions)	Maturity Amount		Unamortized Discount and Debt Issuance Costs(1)			Carrying Value		Fair Value
3.50% Notes due 2024	$	1,000	$	—		$	1,000	$	989
1.25% Notes due 2025		741		(1	)		740		707
3.20% Notes due 2027		700		(3	)		697		655
3.25% Notes due 2029		1,000		(8	)		992		898
2.40% Notes due 2030		1,000		(5	)		995		831
1.90% Notes due 2031		1,250		(8	)		1,242		985
2.10% Notes due 2032		1,000		(12	)		988		772
4.75% Notes due 2033		1,250		(20	)		1,230		1,170
Total long-term borrowings	$	7,941	$	(57	)	$	7,884	$	7,007

(1)

The unamortized discount and debt issuance costs are being amortized over the term of the notes.

Long-term borrowings at December 31, 2022 had a carrying value of $6.7 billion and a fair value of $5.9 billion, determined using market prices at the end of December 2022.

See Note 15, Borrowings, in the 2022 Form 10-K for more information regarding the Company’s borrowings.

14. Commitments and Contingencies

Investment Commitments. At September 30, 2023, the Company had $774 million of various capital commitments to fund sponsored investment products, including CIPs. These 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.

Contingencies

Legal Proceedings. From time to time, BlackRock receives subpoenas or other requests for information from various US federal and state governmental and regulatory authorities and international governmental and regulatory authorities in connection with industry-wide or other investigations or proceedings. It is BlackRock’s policy to cooperate fully with such matters. BlackRock is currently responding to requests from the SEC in connection with a publicly reported, industry-wide investigation of investment advisers’ compliance with record retention requirements relating to certain types of electronic communications. BlackRock is cooperating with the SEC’s investigation.

The Company, 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 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.

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 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. The amount of securities on loan as of September 30, 2023 and subject to this type of indemnification was approximately $246 billion. In the Company’s capacity as lending agent, cash and securities totaling approximately $262 billion were held as collateral for indemnified securities on loan at September 30, 2023. The fair value of these indemnifications was not material at September 30, 2023.

15. Revenue

The table below presents detail of revenue for the three and nine months ended September 30, 2023 and 2022 and includes the product mix of investment advisory, administration fees and securities lending revenue, and performance fees.


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(in millions)	2023		2022			2023		2022
Revenue
Investment advisory, administration fees and securities lending revenue:
Equity:
Active	$	510	$	503		$	1,516	$	1,669
ETFs		1,136		1,063			3,316		3,324
Non-ETF index		186		179			560		552
Equity subtotal		1,832		1,745			5,392		5,545
Fixed income:
Active		479		478			1,429		1,515
ETFs		315		276			919		839
Non-ETF index		93		91			268		311
Fixed income subtotal		887		845			2,616		2,665
Multi-asset		308		316			904		1,006
Alternatives:
Illiquid alternatives		231		184			638		547
Liquid alternatives		143		155			434		483
Currency and commodities(1)		46		51			141		169
Alternatives subtotal		420		390			1,213		1,199
Long-term		3,447		3,296			10,125		10,415
Cash management		234		235			669		637
Total investment advisory, administration fees and securities lending revenue		3,681		3,531			10,794		11,052
Investment advisory performance fees:
Equity		17		(2	)		38		13
Fixed income		1		(3	)		2		19
Multi-asset		5		2			23		14
Alternatives:
Illiquid alternatives		24		79			124		181
Liquid alternatives		23		6			56		59
Alternatives subtotal		47		85			180		240
Total investment advisory performance fees		70		82			243		286
Technology services revenue		407		338			1,106		1,011
Distribution fees		321		325			959		1,067
Advisory and other revenue:
Advisory		21		8			66		39
Other		22		27			60		81
Total advisory and other revenue		43		35			126		120
Total revenue	$	4,522	$	4,311		$	13,228	$	13,536

(1)

Amounts include commodity ETFs.

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in millions)	2023		2022		2023		2022
By client type:
Retail	$	1,046	$	1,058	$	3,122	$	3,421
ETFs		1,498		1,385		4,376		4,322
Institutional:
Active		670		623		1,932		1,934
Index		233		230		695		738
Total institutional		903		853		2,627		2,672
Long-term		3,447		3,296		10,125		10,415
Cash management		234		235		669		637
Total	$	3,681	$	3,531	$	10,794	$	11,052

By investment style:
Active	$	1,662	$	1,635	$	4,903	$	5,213
Index and ETFs		1,785		1,661		5,222		5,202
Long-term		3,447		3,296		10,125		10,415
Cash management		234		235		669		637
Total	$	3,681	$	3,531	$	10,794	$	11,052

Investment Advisory and Administration Fees – Remaining Performance Obligation

The tables below present estimated investment advisory and administration fees expected to be recognized in the future related to the unsatisfied portion of the performance obligations at September 30, 2023 and 2022:

September 30, 2023


	Remainder of
(in millions)	2023		2024		2025		2026		Thereafter		Total
Investment advisory and administration fees:
Alternatives(1)(2)	$	51	$	173	$	141	$	119	$	89	$	573

September 30, 2022


	Remainder of
(in millions)	2022		2023		2024		2025		Thereafter		Total
Investment advisory and administration fees:
Alternatives(1)(2)	$	47	$	176	$	112	$	73	$	53	$	461

(1)

Investment advisory and administration fees include management fees related to certain alternative products, which are based on contractual committed capital outstanding at September 30, 2023 and 2022. Actual management fees could be higher to the extent additional committed capital is raised. These fees are generally billed on a quarterly basis in arrears.

(2)

The Company elected the following practical expedients and therefore does not include amounts related to (a) performance obligations with an original duration of one year or less, and (b) variable consideration related to future service periods.

Change in Deferred Carried Interest Liability

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 nine months ended September 30, 2023 and 2022:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in millions)	2023			2022			2023			2022
Beginning balance	$	1,651		$	1,592		$	1,420		$	1,508
Net increase (decrease) in unrealized allocations		250			(58	)		569			119
Performance fee revenue recognized		(12	)		(72	)		(100	)		(165	)
Ending balance	$	1,889		$	1,462		$	1,889		$	1,462

Technology Services Revenue – Remaining Performance Obligation

The tables below present estimated technology services revenue expected to be recognized in the future related to the unsatisfied portion of the performance obligations at September 30, 2023 and 2022:

September 30, 2023


	Remainder of
(in millions)	2023		2024		2025		2026		Thereafter		Total
Technology services revenue(1)(2)	$	34	$	90	$	55	$	39	$	30	$	248

September 30, 2022


	Remainder of
(in millions)	2022		2023		2024		2025		Thereafter		Total
Technology services revenue(1)(2)	$	29	$	79	$	45	$	29	$	26	$	208

(1)

Technology services revenue primarily includes upfront payments from customers, which the Company generally recognizes as services are performed.

(2)

In addition to amounts disclosed in the tables above, certain technology services contracts require fixed minimum fees, which are billed on a monthly or quarterly basis in arrears. The Company recognizes such revenue as services are performed. As of September 30, 2023, the estimated fixed minimum fees for the remainder of the year approximated $255 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 nine months ended September 30, 2023 and 2022, which is included in other liabilities on the condensed consolidated statements of financial condition:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in millions)	2023			2022			2023			2022
Beginning balance	$	122		$	108		$	125		$	122
Additions(1)		21			25			58			74
Revenue recognized that was included in the beginning balance		(28	)		(32	)		(68	)		(95	)
Ending balance	$	115		$	101		$	115		$	101

(1)

Amounts are net of revenue recognized.

16. Stock-Based Compensation

Restricted Stock Units ("RSUs")

RSU activity for the nine months ended September 30, 2023 is summarized below.


Outstanding at	RSUs			Weighted- Average Grant Date Fair Value
December 31, 2022		2,009,207		$	710.67
Granted		732,750		$	734.02
Converted		(895,044	)	$	633.55
Forfeited		(53,098	)	$	772.82
September 30, 2023		1,793,815		$	756.85

In January 2023, pursuant to the BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan (the “Award Plan”), the Company granted as part of the 2022 annual incentive compensation 342,706 RSUs to employees that vest ratably over three years from the grant date and 259,465 RSUs to employees that cliff vest 100% on January 31, 2026. On May 30, 2023, pursuant to the Award Plan, the Company granted 71,267 RSUs that cliff vest 100% on May 30, 2027. The Company values RSUs at their grant-date fair value as measured by BlackRock’s common stock price. The total fair market value of RSUs granted to employees during the nine months ended September 30, 2023 was $538 million.

At September 30, 2023, the intrinsic value of outstanding RSUs was $1.2 billion, reflecting a closing stock price of $646.49.

At September 30, 2023, total unrecognized stock-based compensation expense related to unvested RSUs was $547 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of 1.3 years.

Performance-Based RSUs.

Performance-based RSU activity for the nine months ended September 30, 2023 is summarized below.


Outstanding at	Performance- Based RSUs			Weighted- Average Grant Date Fair Value
December 31, 2022		531,054		$	672.47
Granted		169,938		$	743.60
Additional shares due to attainment of performance measures		29,194		$	532.15
Converted		(262,797	)	$	534.00
Forfeited		(11,005	)	$	756.51
September 30, 2023		456,384		$	767.69

In January 2023, pursuant to the Award Plan, the Company granted 169,938 performance-based RSUs that cliff vest 100% on January 31, 2026. 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 2023, the Company granted 29,194 additional RSUs 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 months ended September 30, 2023 was $142 million.

At September 30, 2023, the intrinsic value of outstanding performance-based RSUs was $295 million, reflecting a closing stock price of $646.49.

At September 30, 2023, total unrecognized stock-based compensation expense related to unvested performance-based awards was $112 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of 1.4 years.

See Note 18, Stock-Based Compensation, in the 2022 Form 10-K for more information on performance-based RSUs.

Stock Options

Stock option activity and ending balance for the nine months ended September 30, 2023 is summarized below.


	2017 Performance-based Options					2023 Performance-based Options					2023 Time-based Options
	Shares Under Option			Weighted Average Exercise Price		Shares Under Option			Weighted Average Exercise Price		Shares Under Option		Weighted Average Exercise Price
Outstanding at December 31, 2022		1,735,898		$	513.50		—		$	—		—	$	—
Granted		—		$	—		814,482		$	673.58		326,391	$	673.58
Exercised		(99,145	)	$	513.50		—		$	—		—	$	—
Forfeited		(2,577	)	$	513.50		(6,787	)	$	673.58		—	$	—
Outstanding at September 30, 2023		1,634,176		$	513.50		807,695		$	673.58		326,391	$	673.58


	Options Outstanding								Options Exercisable
Option Type	Exercise Prices		Options Outstanding(1)		Weighted Average Remaining Life (years)		Aggregate Intrinsic Value (in millions)		Exercise Prices		Options Exercisable		Weighted Average Remaining Life (years)		Aggregate Intrinsic Value (in millions)
2017 Performance-based	$	513.50		1,634,176		3.2	$	217	$	513.50		495,510		3.2	$	66
2023 Performance-based	$	673.58		807,695		8.7		—	$	673.58		—		—		—
2023 Time-based	$	673.58		326,391		8.7		—	$	673.58		—		—		—
				2,768,262		5.4	$	217				495,510		3.2	$	66

(1)

At September 30, 2023, 1.1 million 2017 performance-based options, 0.8 million 2023 performance-based options and 0.3 million 2023 time-based options were expected to vest.

At September 30, 2023, total unrecognized stock-based compensation expense related to unvested performance-based and time-based stock options was $171 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of 2.8 years.

Performance-based stock options

In 2017, pursuant to the Award Plan, the Company awarded performance-based stock option grants to certain employees ("2017 Performance-based Options"). Vesting of 2017 Performance-based Options was contingent upon the achievement of obtaining 125% of BlackRock's grant-date stock price within five years from the grant date and the attainment of Company performance measures during the four-year performance period. Both hurdles have been achieved, and the first tranche of the awards vested at the end of 2022 with two subsequent equal installments vesting at the end of 2023 and 2024, respectively. The aggregate intrinsic value of 2017 Performance-based Options exercised during the nine months ended September 30, 2023 was $22 million. See Note 18, Stock-Based Compensation, in the 2022 Form 10-K for more information on 2017 Performance-based Options.

On May 30, 2023, pursuant to the Award Plan, the Company awarded performance-based options to purchase 814,482 shares of BlackRock common stock to certain employees as long-term incentive compensation ("2023 Performance-based Options"). Vesting of 2023 Performance-based Options is contingent upon the achievement of obtaining 130% of grant-date stock price over 60 calendar days within four years from the grant date and attainment of Company performance measures during the three-year performance period. If both hurdles are achieved, the award will vest in three tranches of 25%, 25% and 50% in May of 2027, 2028 and 2029, respectively. Vested options are exercisable for up to nine years following the grant date, and the awards are forfeited if the employee resigns before the respective vesting date. The expense for each tranche is amortized over the respective requisite service period.

The 2023 Performance-based Options have a strike price of $673.58 which was the closing price of the shares on the grant date. The grant-date fair value of the 2023 Performance-based Options was $120 million and was estimated using a Monte Carlo simulation with an embedded lattice model using the assumptions included in the following table:


Grant Year	Expected Term (Years)(1)	Expected Stock Volatility(2)			Expected Dividend Yield(3)			Risk-Free Interest Rate(4)
2023	6.02		27.73	%		3.02	%		3.61	%

(1)

The expected term was derived using a Monte Carlo simulation with the embedded lattice model and represents the period of time that options granted are expected to be outstanding.

(2)

The expected stock volatility was based upon an average of historical stock price fluctuations of BlackRock’s common stock and an implied volatility at the grant date.

(3)

The expected dividend yield was calculated as the most recent quarterly dividend divided by the average three-month stock price as of the grant date.

(4)

The risk-free interest rate is based on the US Treasury Constant Maturities yield curve at grant date.

Time-based stock options

On May 30, 2023, pursuant to the Award Plan, the Company awarded time-based stock options to purchase 326,391 shares of BlackRock common stock to certain employees as long-term incentive compensation ("2023 Time-based Options"). These awards will vest in three tranches of 25%, 25% and 50% in May 2027, 2028 and 2029, respectively. Vested options can be exercised up to nine years following the grant date, and the awards are forfeited if the employee resigns before the respective vesting date.

The 2023 Time-based Options have a strike price of $673.58 which was the closing price of the shares on the grant date. The grant-date fair value of the 2023 Time-based Options was $55 million and was estimated using a Black-Scholes-Merton model using the assumptions included in the following table:


Grant Year	Expected Term (Years)(1)		Expected Stock Volatility(2)			Expected Dividend Yield(3)			Risk-Free Interest Rate(4)
2023		7.13		28.29	%		3.02	%		3.65	%

(1)

The expected term represents the period of time that options granted are expected to be outstanding, and was calculated as the midpoint between the weighted average time to vest and expiration.

(2)

The expected stock volatility was based upon an average of historical stock price fluctuations of BlackRock’s common stock and an implied volatility at the grant date.

(3)

The expected dividend yield was calculated as the most recent quarterly dividend divided by the average three-month stock price as of the grant date.

(4)

The risk-free interest rate is based on the US Treasury Constant Maturities yield curve at grant date.

17. 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 may have adverse tax consequences that could discourage such transfers.

At September 30, 2023, the Company was required to maintain approximately $1.8 billion in net capital in certain regulated subsidiaries, including BlackRock Institutional Trust Company, N.A. (a wholly owned subsidiary of the Company chartered as a national bank with powers limited to trust and other fiduciary activities and 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 UK, and the Company’s broker-dealers. The Company was in compliance with all applicable regulatory net capital requirements.

18. Accumulated Other Comprehensive Income (Loss)

The following table presents changes in AOCI for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in millions)	2023			2022			2023			2022
Beginning balance	$	(880	)	$	(1,091	)	$	(1,101	)	$	(550	)
Foreign currency translation adjustments(1)		(221	)		(381	)		—			(922	)
Ending balance	$	(1,101	)	$	(1,472	)	$	(1,101	)	$	(1,472	)

(1)

19. Capital Stock

Share Repurchases. In January 2023, the Company announced that the Board of Directors authorized the repurchase of an additional seven million shares under the Company's existing share repurchase program for a total of up to approximately 7.9 million shares of BlackRock common stock. The timing and actual number of shares repurchased will depend on a variety of factors, including legal limitations, price and market conditions.

During the nine months ended September 30, 2023, the Company repurchased 1.6 million common shares under the Company’s existing share repurchase program for approximately $1.1 billion. At September 30, 2023, there were approximately 6.3 million shares still authorized to be repurchased under the program.

20. Restructuring Charge

A restructuring charge of $91 million ($69 million after-tax), comprised of $58 million of severance and $33 million of expense related to the accelerated amortization of previously granted stock-based compensation awards, was recorded in the fourth quarter of 2022 in connection with an initiative to modify the workforce to align more closely with strategic priorities.

The table below presents a rollforward of the Company's restructuring liability for the nine months ended September 30, 2023, which is included in other liabilities on the condensed consolidated statements of financial condition.


	Nine Months Ended
(in millions)	September 30, 2023
Liability as of December 31, 2022	$	58
Cash payments		(56	)
Liability as of September 30, 2023	$	2

21. Income Taxes

Income tax expense for the three months ended September 30, 2023 included $223 million of discrete tax benefits related to the resolution of certain outstanding tax matters. Income tax expense for the nine months ended September 30, 2023 included $185 million of discrete tax net benefits related to the resolution of certain outstanding tax matters and $41 million of discrete tax benefits related to stock-based compensation awards that vested in 2023.

Income tax expense for the three months ended September 30, 2022 included approximately $93 million of discrete tax benefits related to the resolution of certain outstanding tax matters. Income tax expense for the nine months ended September 30, 2022 included $139 million of discrete tax benefits related to the resolution of certain tax matters and $87 million of discrete tax benefits related to stock-based compensation awards that vested in 2022. In addition, GAAP income tax expense for the nine months ended September 30, 2022 included $18 million of net noncash tax benefit related to the revaluation of certain deferred income tax liabilities.

22. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (“EPS”) for the three and nine months ended September 30, 2023 and 2022 under the treasury stock method:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in millions, except shares and per share data)	2023		2022		2023		2022
Net income attributable to BlackRock, Inc.	$	1,604	$	1,406	$	4,127	$	3,919
Basic weighted-average shares outstanding		149,155,258		150,644,985		149,553,652		151,219,485
Dilutive effect of:
Nonparticipating RSUs		930,202		981,319		900,643		1,015,467
Stock options		419,683		335,085		407,728		409,102
Total diluted weighted-average shares outstanding		150,505,143		151,961,389		150,862,023		152,644,054
Basic earnings per share	$	10.75	$	9.33	$	27.60	$	25.92
Diluted earnings per share	$	10.66	$	9.25	$	27.36	$	25.67

For the three and nine months ended September 30, 2023, 328,319 and 149,684 shares, primarily related to stock options, respectively, were excluded from the calculation of diluted EPS because to include them would have an anti-dilutive effect. For the three and nine months ended September 2022, 371,687 and 348,343 RSUs, respectively, were excluded from the calculation of diluted EPS because to include them would have an anti-dilutive effect. Certain performance-based RSUs and stock options were excluded from the diluted EPS calculation because the designated contingencies were not met for the three and nine months ended September 30, 2023 and 2022, respectively.

23. Segment Information

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 business segment.

The following table illustrates total revenue for the three and nine months ended September 30, 2023 and 2022 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
	September 30,				September 30,
(in millions)	2023		2022		2023		2022
Revenue
Americas	$	2,979	$	2,890	$	8,792	$	8,993
Europe		1,361		1,241		3,876		3,944
Asia-Pacific		182		180		560		599
Total revenue	$	4,522	$	4,311	$	13,228	$	13,536

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

The following table illustrates long-lived assets that consist of goodwill and property and equipment at September 30, 2023 and December 31, 2022 by geographic region. These amounts are aggregated on a legal entity basis and do not necessarily reflect where the asset is physically located.


	September 30,		December 31,
(in millions)	2023		2022
Long-lived Assets
Americas	$	14,975	$	14,945
Europe		1,504		1,329
Asia-Pacific		95		98
Total long-lived assets	$	16,574	$	16,372

Americas is primarily comprised of the US, Latin America and Canada, while Europe is primarily comprised of the UK, the Netherlands, Switzerland, France, Ireland and Luxembourg. Asia-Pacific is primarily comprised of Hong Kong, Australia, Japan and Singapore.

24. Subsequent Events

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

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

FORWARD-LOOKING STATEMENTS

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 reports. These risk factors and those identified elsewhere in this report, among others, could cause actual results to differ materially from forward-looking statements or historical performance and include: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets, which could result in changes in demand for products or services or in the value of assets under management (“AUM”); (3) the relative and absolute investment performance of BlackRock’s investment products; (4) BlackRock’s ability to develop new products and services that address client preferences; (5) the impact of increased competition; (6) the impact of future acquisitions or divestitures; (7) BlackRock’s ability to integrate acquired businesses successfully; (8) the unfavorable resolution of legal proceedings; (9) the extent and timing of any share repurchases; (10) the impact, extent and timing of technological changes and the adequacy of intellectual property, data, information and cybersecurity protection; (11) attempts to circumvent BlackRock’s operational control environment or the potential for human error in connection with BlackRock’s operational systems; (12) the impact of legislative and regulatory actions and reforms, regulatory, supervisory or enforcement actions of government agencies and governmental scrutiny relating to BlackRock; (13) changes in law and policy and uncertainty pending any such changes; (14) any failure to effectively manage conflicts of interest; (15) damage to BlackRock’s reputation; (16) geopolitical unrest, terrorist activities, civil or international hostilities, including the war 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; (17) a pandemic or health crisis, and related impact on BlackRock’s business, operations and financial condition; (18) climate-related risks to BlackRock's business, products, operations and clients; (19) the ability to attract, train and retain highly qualified and diverse professionals; (20) fluctuations in the carrying value of BlackRock’s economic investments; (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; (22) BlackRock’s success in negotiating distribution arrangements and maintaining distribution channels for its products; (23) the failure by key third-party providers of BlackRock to fulfill their obligations to the Company; (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 (“ETFs”) platform; (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 (27) the impact of problems, instability or failure of other financial institutions or the failure or negative performance of products offered by other financial institutions.

OVERVIEW

BlackRock, Inc. (together, with its subsidiaries, unless the context otherwise indicates, “BlackRock” or the “Company”) is a leading publicly traded investment management firm with $9.1 trillion of AUM at September 30, 2023. With approximately 19,900 employees in more than 30 countries, BlackRock provides a broad range of investment management and technology services to institutional and retail clients in more than 100 countries across the globe.

BlackRock’s diverse platform of alpha-seeking active, index and cash management investment strategies across asset classes enables the Company to offer choice and tailor investment 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 ETFs, separate accounts, collective trust funds and other pooled investment vehicles. BlackRock also offers technology services, including the investment and risk management technology platform, Aladdin®, Aladdin Wealth, eFront, and Cachematrix, as well as advisory services and solutions to a broad base of institutional and wealth management clients. The Company is highly regulated and manages its clients’ assets as a fiduciary. The Company does not engage in proprietary trading activities that could conflict with the interests of its 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 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.

Acquisition. In August 2023, BlackRock completed the acquisition of Kreos Capital, a provider of growth and venture debt financing to companies in the technology and healthcare industries (the "Kreos Transaction"). The Company believes this acquisition will add to the Company's position as a leading global credit asset manager and advance its ambitions to provide clients with a diverse range of private market investment products and solutions. Total consideration for the transaction was approximately $250 million, which included contingent consideration.

EXECUTIVE SUMMARY


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in millions, except per share data)	2023			2022			2023			2022
GAAP basis(1):
Total revenue	$	4,522		$	4,311		$	13,228		$	13,536
Total expense		2,885			2,785			8,538			8,578
Operating income	$	1,637		$	1,526		$	4,690		$	4,958
Operating margin		36.2	%		35.4	%		35.5	%		36.6	%
Nonoperating income (expense), less net income (loss) attributable to noncontrolling interests		180			210			478			(88	)
Income tax expense		213			330			1,041			951
Net income attributable to BlackRock	$	1,604		$	1,406		$	4,127		$	3,919
Diluted earnings per common share	$	10.66		$	9.25		$	27.36		$	25.67