8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 20, 2004

BLACKROCK, INC.

(Exact name of registrant as specified in its charter)

COMMISSION FILE NUMBER: 001-15305

DELAWARE	51-0380803
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

40 East 52^nd Street

New York, NY 10022

(Address of principal executive offices)

(212) 754-5300

(Registrant’s telephone number, including area code)

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

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

The Exhibit listed on the Exhibit Index accompanying Form 8-K is furnished herewith.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 20, 2004, BlackRock, Inc. (the “Corporation”) reported results of operations and financial condition for the three months ended June 30, 2004. A copy of the press release issued by the Corporation is attached as Exhibit 99.1.

SIGNATURES

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

	BlackRock, Inc.
	(Registrant)
	By:	/s/ Paul L. Audet
Date: July 20, 2004		Paul L. Audet
		Managing Director & Chief Financial Officer

EXHIBIT INDEX

99.1 Press release issued by the Corporation on July 20, 2004, with respect to the Corporation’s results of operations and financial condition for the three months ended June 30, 2004.

EX-99.1

Exhibit 99.1

Contact:

Paul L. Audet

212-409-3555

invrel@blackrock.com

BlackRock, Inc. Reports 24% Increase in Net Income for the Second Quarter to $48.0 Million with

Diluted Earnings per Share Rising by 26% to $0.73

New York, July 20, 2004 – BlackRock, Inc. (NYSE:BLK) today reported net income for the second quarter ended June 30, 2004 of $48.0 million, a 24% increase compared with $38.7 million earned in the second quarter of 2003 and a 3% increase from first quarter results, exclusive of an $8.7 million tax benefit. As disclosed previously, BlackRock realized a net income benefit of approximately $8.7 million, or $0.13 per share, during the first quarter associated with the resolution of an audit performed by New York State on the Company’s 1998 through 2001 state income tax returns. Second quarter earnings growth for 2004 as compared to the prior year was driven by a $39.9 million, or 28%, increase in total revenue. Diluted earnings per share for the second quarter were $0.73, a 26% increase compared with $0.58 for the second quarter of 2003.

During the second quarter, the Company sold its interest in Trepp LLC, a leading provider of commercial mortgage backed security information, analytics and technology, resulting in an increase in net income of approximately $1.5 million or $0.02 per diluted share. The recognition of a $12.9 million gain on the sale, included in non-operating income, was partially offset by $7.0 million of incentive compensation costs, $2.9 million of minority interest charges and $1.5 million of tax expense. Operating income for the second quarter of 2004 of $62.6 million was reduced by the $7.0 million incentive compensation charge, which resulted in a decrease in BlackRock’s operating margin for the three and six month periods ended June 30, 2004 by approximately 4% and 2%, respectively.

Net income for the six months ended June 30, 2004 was $103.2 million, a 39% increase compared with $74.0 million earned in 2003. Diluted earnings per share for the six months ended June 30, 2004 were $1.57, a 40% increase compared with $1.12 for the six months ended June 30, 2003. Operating income for the six months ended June 30, 2004 was $132.3 million, a $23.5 million, or 22%, increase compared with $108.9 million earned in 2003.

Assets under management (“AUM”) closed the quarter at $309.7 billion, up $23.3 billion year-over-year and down $11.0 billion since first quarter-end. The decline in assets during the quarter was largely attributable to the effect of rising interest rates, including $7.8 billion of outflows in liquidity assets and $4.4 billion of market depreciation in fixed income accounts. An additional $3.2 billion of outflows resulted from two client mergers and a macro-driven decision by a multi-billion dollar AUM client to substantially restructure their exposure to the fixed income markets. Excluding these three accounts, net new business totaled $4.4 billion in long-dated products. The pipeline also remained highly robust, including $10.8 billion of wins funded or to be funded since quarter-end.

“Our strong earnings during the second quarter highlight the success we have achieved in diversifying our business,” commented Laurence D. Fink, Chairman and CEO of BlackRock. “Solid new business efforts across client channels, growth in BlackRock Solutions and investment performance, which was strong in a broad range of products, enabled us to overcome the expected adverse impact of rising rates on money markets and bonds. Looking forward, I am very encouraged by the increasing diversification of our activities, including growth in alternative investments, BlackRock Solutions and advisory services, as well as our robust pipeline in core investment products supported, as always, by strong and competitive investment performance. All of these, and the ongoing dedication and hard work of our employees, give me great confidence in our ability to capitalize on future opportunities, which I believe are as robust as ever.”

Second Quarter Highlights

· New business efforts remained strong across client channels. During the quarter, we added $4.3 billion from international clients, with continued strong momentum from our European and Asian account management teams, our joint venture in Japan and our strategic alliance in Australia. Tax-exempt investors worldwide added $1.7 billion, with net inflows in all products other than international equities. Our insurance effort remained highly active, with $2.1 billion of net new business globally, contributing to a $3.0 billion overall increase from taxable institutions before giving effect to the merger and restructuring outflows referenced earlier. Finally, we added $113 million in new equity closed-end funds, which was overshadowed by $1.7 billion of outflows in retail money market funds.

· Fixed income AUM closed the second quarter at $223.5 billion, down $3.3 billion versus first quarter-end. Interest rates rose throughout the quarter, causing net asset values to deteriorate by $4.4 billion or 1.9% on average assets. Net new business totaled $1.1 billion, with the results muted by the $3.2 billion of withdrawals that resulted from client mergers and the portfolio restructuring referenced earlier. We continued to diversify our product mix, with net inflows of $651 million in global bonds and $2.3 billion in targeted duration products. Fixed income performance was strong and competitive, with 94% or more of our institutional composites exceeding the benchmark and 82% or more of our taxable bond fund assets ranked in the top two Lipper quartiles for the quarter, year-to-date, 1, 3, 5, 7 and 10 years ended June 30, 2004 (see performance notes). We believe that these results will support ongoing momentum in our new business development efforts worldwide.

· At June 30, 2004, liquidity assets totaled $65.9 billion, down $7.8 billion, or 10.6%, versus balances at March 31, 2004. Average liquidity AUM for the second quarter of 2004 approximated $71.6 billion. Inflows in liquidity separate accounts and international funds were overwhelmed by outflows in money market funds. The most critical factors contributing to these outflows were our investment strategy decision to shorten the weighted average maturity of the portfolios in anticipation of a Federal Reserve rate increase and the actual impact of the eventual rate increase. As the gap between overnight rates and money market fund yields closes, which should be hastened by the positioning of our portfolios, asset flows are likely to reverse. In fact, since quarter-end BlackRock has had liquidity inflows of approximately $4.5 billion. Of course, additional tightening by the Federal Reserve would again create a gap in favor of direct investments. Accordingly, liquidity flows should be expected to remain highly volatile.

· Total equity assets closed the quarter at $13.5 billion under management, down $220 million during the quarter. Equity continued to be a mixed story as our international equity investment style remained out of favor. As a result, although a number of clients awarded us additional funds in our international equity mandates during the quarter, redemptions outpaced inflows by $328 million. In contrast, we added $236 million in net new business in our small/mid cap value and quantitative equity products. Year-to-date, 91% of our institutional domestic equity composites have outperformed their benchmarks and 96% of fund AUM ranked in the top two Lipper quartiles (see performance notes). We continue to be optimistic that we can grow these assets over time.

· Alternative investment products increased $284 million to $6.6 billion at June 30, 2004. While we continued to raise new assets in existing hedge fund and fund of fund products, the numbers alone do not capture positive developments in this area. Investment performance in our fixed income hedge fund was very strong as returns exceeded the fund’s high water mark. We are receiving good reception to a number of new product marketing efforts launched during the quarter, including two new fixed income strategies: a new collateralized debt obligation and a new real estate mezzanine fund. Accordingly, our pipeline in alternatives is both robust and diverse, reflecting a strong ability to continue to expand our platform.

· BlackRock Solutions had another strong quarter, adding three new risk management assignments. In addition, we completed one Aladdin implementation and have two additional implementations in process. We have also begun to capitalize on our expanded advisory services, adding two new assignments within the past two months. These clients are served by bringing together risk management, capital markets, industry and strategy experts from across the firm to provide clients with high level, value-added services.

· Overall, our pipeline remains exceptionally strong, with an additional $6.8 billion of fundings (including $4.5 billion of liquidity assets) since quarter-end, $4.0 billion of wins to be funded and a robust backlog of RFPs in process for both fixed income and equities. BlackRock Solutions has numerous opportunities in development, several of which are expected to complete the sales cycle prior to the end of the year. Strong performance in a broad range of products will help ensure continued new business momentum, and we continue to be optimistic about both growth and diversification opportunities in BlackRock’s business.

Total revenue for the quarter ended June 30, 2004 increased $39.9 million, or 28%, to $183.8 million compared to $143.9 million for the quarter ended June 30, 2003. Separate account revenue increased by $27.5 million, or 35%, mutual funds revenue increased by $6.5 million, or 13%, and other income increased by $5.9 million, or 37%, compared with the quarter ended June 30, 2003. The increase in separate account revenue primarily consisted of a $15.9 million increase in alternative investment product performance fees primarily attributable to investment returns in the Company’s fixed income hedge fund and an $11.5 million, or 15%, increase in separate account base fees driven by a $27.2 billion, or 13%, increase in AUM, primarily in fixed income. Mutual fund revenue increased primarily due to new closed-end fund launches since June 30, 2003, which generated $2.5 billion of additional AUM. Other income increased primarily due to strong sales in BlackRock Solutions products and services.

	Three months ended June 30,				March 31, 2004		Variance vs.
							June 30, 2003					March 31, 2004
	2004		2003				Amount			%		Amount			%
(Dollar amounts in thousands)
Mutual funds revenue
BlackRock Funds	$	18,058	$	17,056	$	18,782	$	1,002		5.9	%	($	724	)	(3.9	%)
Closed-end Funds		17,484		12,301		16,789		5,183		42.1			695		4.1
BlackRock Liquidity Funds		19,160		18,854		20,612		306		1.6			(1,452	)	(7.0	)
Other commingled funds		279		285		263		(6	)	(2.1	)		16		6.1
Total mutual funds revenue		54,981		48,496		56,446		6,485		13.4			(1,465	)	(2.6	)
Separate accounts revenue
Separate accounts base fees		89,436		77,957		88,066		11,479		14.7			1,370		1.6
Separate accounts performance fees		17,596		1,560		15,806		16,036		NM			1,790		11.3
Total separate accounts revenue		107,032		79,517		103,872		27,515		34.6			3,160		3.0
Total investment advisory and administration fees		162,013		128,013		160,318		34,000		26.6			1,695		1.1
Other income		21,799		15,893		21,505		5,906		37.2			294		1.4
Total revenue	$	183,812	$	143,906	$	181,823	$	39,906		27.7	%	$	1,989		1.1	%

NM = Not meaningful

Revenue growth of approximately $2.0 million compared to the first quarter of 2004 largely reflects an increase in alternative investment product performance fees, higher separate account average AUM and the successful offering of an equity closed-end fund during the second quarter of 2004, which was partially offset by the impact of AUM decreases in the BlackRock Liquidity Funds and the BlackRock Funds.

Total revenue for the six months ended June 30, 2004 increased $79.0 million, or 28%, to $365.6 million compared to $286.7 million during the six months ended June 30, 2003. Separate account revenue increased by $53.8 million, or 34%, mutual funds revenue increased by $14.2 million, or 15%, and other income increased by $11.0 million, or 34%, compared with the six months ended June 30, 2003. The growth in separate account fees primarily consisted of an increase in alternative investment product performance fees of $27.2 million and an increase in base fees of $25.0 million, or 16%, resulting from a $27.2 billion or 13% increase in assets under management. The increase in mutual funds revenue consisted of increases in closed-end fund revenue and BlackRock Funds revenue of $10.7 million and $3.6 million, respectively. Closed-end fund revenue increased during the period due to several closed-end fund launches since June 30, 2003, resulting in a $2.5 billion increase in assets under management. Growth in BlackRock Funds fees reflects a $1.1 billion, or 6%, increase in average asset under management. Other income increased primarily due to strong sales of BlackRock Solutions products and services.

	Six months ended June 30,				Variance
	2004		2003		Amount			%
(Dollar amounts in thousands)
Mutual funds revenue
BlackRock Funds	$	36,840	$	33,242	$	3,598		10.8
Closed-end Funds		34,274		23,614		10,660		45.1
BlackRock Liquidity Funds		39,773		39,853		(80	)	(0.2	)
Other commingled funds		540		527		13		2.5
Total mutual funds revenue		111,427		97,236		14,191		14.6
Separate accounts revenue
Separate accounts base fees		177,502		152,470		25,032		16.4
Separate accounts performance fees		33,402		4,672		28,730		NM
Total separate accounts revenue		210,904		157,142		53,762		34.2
Total investment advisory and administration fees		322,331		254,378		67,953		26.7
Other income		43,304		32,279		11,025		34.2
Total revenue	$	365,635	$	286,657	$	78,978		27.6%

NM = Not meaningful

Total expense for the quarter ended June 30, 2004 increased $32.1 million, or 36%, to $121.2 million compared to $89.1 million during the quarter ended June 30, 2003. The increase in total expenses for the quarter primarily reflects increases of $25.8 million in employee compensation and benefits and $5.9 million in general and administration expense. The rise in employee compensation and benefits primarily reflects increased salary and benefit expense of $5.0 million and a $20.1 million increase in incentive compensation costs associated with alternative investment product performance fees, the gain on the Company’s sale of Trepp LLC and operating income growth. The increase in general and administration expense primarily reflects increased marketing and promotional costs of $2.8 million for closed-end fund launches and to support the growth in the Company’s institutional business, increased professional fees of $2.1 million for legal and accounting services related to mutual fund regulatory inquiries and Sarbanes-Oxley Act of 2002 compliance activities and a $0.4 million rise in insurance costs.

	Three months ended						Variance vs.
	June 30,				March 31,		June 30, 2003				March 31, 2004
	2004		2003		2004		Amount		%		Amount			%
(Dollar amounts in thousands)
General and administration expense:
Marketing and promotional	$	9,637	$	6,797	$	8,206	$	2,840	41.8	%	$	1,431		17.4	%
Occupancy		5,914		5,400		5,651		514	9.5			263		4.7
Technology		4,603		4,523		4,558		80	1.8			45		1.0
Other general and administration		11,209		8,756		12,884		2,453	28.0			(1,675	)	(13.0	)
Total general and administration expense	$	31,363	$	25,476	$	31,299	$	5,887	23.1	%	$	64		0.2	%

The $9.2 million increase in expense from the first quarter 2004 was largely attributable to an increase in incentive compensation related to the sale of the Company’s interest in Trepp LLC and alternative investment product performance fees, partially offset by the recognition of a $6.1 million impairment charge related to an acquired management contract on a hedge fund that was liquidated during the first quarter.

Total expenses for the six months ended June 30, 2004 increased $55.5 million, or 31%, to $233.3 million compared to $177.8 million during the six months ended June 30, 2003. The increase was primarily attributable to an increase of $36.5 million, or 33%, in employee compensation and benefits, an increase of $12.1 million, or 24%, in general and administration expense, an increase in fund administration and servicing costs of $0.8 million and the recognition of a $6.1 million impairment of an acquired management contract during 2004. The rise in employee compensation and benefits expense is primarily due to increased incentive compensation of $20.5 million related to alternative investment product performance fees and the gain on the sale of the Company’s interest in Trepp LLC and an $8.3 million rise in salaries and benefits reflecting increased headcount. General and administration expense rose during the period due to increased professional fees of $4.6 million for legal and accounting services related to mutual fund regulatory inquiries and Sarbanes-Oxley Act compliance activities, a $4.4 million, or 33%, increase in marketing and promotional expense related to support of closed-end fund launches and to support the growth in the Company’s institutional business, as well as a $1.1 million increase in insurance premiums. The rise in fund administration and servicing costs reflects increases in shareholder servicing expenses related to newly-launched closed-end funds and

transfer agency services related to BlackRock Funds totaling $2.4 million and $2.3 million, respectively, partially offset by a $4.0 million decline in affiliated fund administration and servicing expense attributable to a restructuring of BlackRock’s co-administration agreements with PFPC, Inc.

	Six months ended June 30,				Variance
	2004		2003		Amount		%
(Dollar amounts in thousands)
General and administration expense:
Marketing and promotional	$	17,840	$	13,464	$	4,376	32.5	%
Occupancy		11,564		11,012		552	5.0
Technology		9,161		9,102		59	0.6
Other general and administration		24,097		17,007		7,090	41.7
Total general and administration expense	$	62,662	$	50,585	$	12,077	23.9	%

Non-operating income for the quarter and six months ended June 30, 2004 increased $7.4 million and $9.9 million, respectively, compared to the related periods in 2003 primarily due to the recognition of a $12.9 million gain on the sale of the Company’s interest in Trepp LLC.

During the quarter ended June 30, 2004, the gain on the Company’s sale of its interest in Trepp LLC was partially offset by $0.5 million in securities losses as compared to realizing $2.8 million of gains in the second quarter of 2003 and reduced investment income of $1.8 million.

During the six months ended June 30, 2004, the gain on the sale of the Company’s interest in Trepp LLC and a $0.7 million increase in investment income related to municipal bonds acquired in mid 2003 was partially offset by reduced securities gains of $1.8 million, $1.2 million in interest expense related to the Company’s obligation to purchase a subsidiary’s minority interest in 2008 and $1.1 million representing impairments of the Company’s collateralized debt obligation investments.

During the second quarter of 2004, the Company adjusted its full year effective tax rate for 2004 to 36.5%, resulting in a $0.02 increase in diluted earnings per share for the six months ended June 30, 2004.

Outlook

Based on current conditions, which assumes no significant changes in economic activity, interest rates or new business momentum, management expects full year and third quarter 2004 diluted earnings per share to be in a range of $2.95 - $3.05 and $0.69 - $0.73, respectively. Previous full year guidance for 2004 was $2.86 - $3.06 per share.

Performance Notes

Past performance is no guarantee of future results.

Mutual fund performance data assumes the reinvestment of dividends and capital gains distributions and reflects the performance of the Institutional Class, with the exception of the BlackRock Funds, Government Income Portfolio, which reflects the performance of the Investor B Shares class. BlackRock waives fees, without which performance would be lower. Investments in BlackRock Funds are neither insured nor guaranteed by the U.S. government. Relative peer group performance is based on quartiles from Lipper Inc. Lipper rankings are based on total returns with dividends and distributions reinvested and do not reflect sales charges. Funds with returns among the top 25% of a peer group of funds with comparable objectives are in the first quartile and funds with returns in the next 25% of a peer group are in the second quartile. Some funds have less than six months of performance.

Fixed Income Portfolios of BlackRock Funds: The Core Bond Total Return and Core Bond PLUS Total Return Portfolios are in the Intermediate Investment Grade Debt Lipper peer group and the Low Duration Bond and the Enhanced Income Portfolios are in the Short Investment Grade Debt Lipper peer group. The Managed Income Portfolio is in the Intermediate Investment Grade Debt Lipper peer group and the Intermediate Bond Portfolio is in the Short-Intermediate Investment Grade Debt Lipper peer group. The High Yield Bond Portfolio is in the High Current Yield Lipper peer group and the GNMA Portfolio is in the GNMA Lipper peer group. The Intermediate Government Portfolio is in the Intermediate U.S Government Lipper peer group, the Government Income Portfolio is in the General U.S Government Lipper peer group and the International Bond Portfolio is in the International Income Lipper peer group.

Equity Portfolios of BlackRock Funds: The Small Cap Core Equity and Small Cap Value Equity Portfolios are in the Small Cap Core Lipper peer group. The Select Equity, Large Cap Growth Equity and Large Cap Value Equity Portfolios are in the Large Cap Core, Large Cap Growth and Large Cap Value Lipper peer groups, respectively. The Index Equity Portfolio is in the S&P 500 Index Objective Lipper peer group. The Mid-Cap Growth Equity, Mid-Cap Value Equity and Small Cap Growth Equity Portfolios are in the Mid Cap Growth, Mid Cap Value and Small Cap Growth Lipper peer groups, respectively. The Balanced Portfolio is in the Balanced Lipper peer group. The U.S. Opportunities Portfolio is in the Mid Cap Core Lipper peer group.

Composites Performance: Results do not reflect the deduction of management/advisory fees and other expenses, which will reduce a client’s return. For example, assuming an annual gross return of 8% and an annual management/advisory fee of 0.25%, the net annualized total return of a composite would be 7.74% over a 5-year period. BlackRock is the source of benchmark data for fixed income and equity composites. Some BlackRock composites have less than three years of performance.

About BlackRock

BlackRock is one of the largest publicly traded investment management firms in the United States with approximately $310 billion of assets under management as of June 30, 2004. BlackRock manages assets on behalf of institutional and individual investors worldwide through a variety of equity, fixed income, liquidity and alternative investment products. In addition, BlackRock provides risk management and investment system services to a growing number of institutional investors under the BlackRock Solutions name. Clients are served from the Company’s headquarters in New York City, as well as offices in Boston, Edinburgh, Hong Kong, San Francisco, Tokyo and Wilmington. BlackRock is majority-owned by The PNC Financial Services Group, Inc. (NYSE: PNC) and by BlackRock employees.

Forward Looking Statements

This press release, 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 outlook for full year and third quarter 2004 earnings, potential new business opportunities, liquidity asset levels and other 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,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “pursue,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or 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 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.

In addition to factors previously disclosed in BlackRock’s Securities and Exchange Commission (“SEC”) reports and those identified elsewhere in this press release, forward-looking statements are subject, among others, to the following risks and uncertainties that could cause actual results of future events to differ materially from forward-looking statements or historical performance: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in changes in demand for products or services or in the value of assets under management or of BlackRock’s investments; (3) the investment performance of BlackRock’s advised or sponsored investment products and separately managed accounts; (4) the impact of increased competition; (5) the impact of capital improvement projects; (6) the impact of future acquisitions and divestitures; (7) the unfavorable resolution of legal proceedings; (8) the extent and timing of any share repurchases; (9) the impact, extent and timing of technological changes and the adequacy of intellectual property protection; (10) the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to BlackRock or PNC; (11) terrorist activities and international hostilities, which may adversely affect the general economy, financial and capital markets, specific industries, and BlackRock; (12) the ability to attract and retain highly talented professionals; (13) fluctuations in foreign currency exchange rates, which may adversely affect the value of advisory fees earned by BlackRock; and (14) the impact of changes to tax legislation and, generally, the tax position of BlackRock.

BlackRock’s Annual Report on Form 10-K for the year ended December 31, 2003 and BlackRock’s subsequent reports filed with the SEC, accessible on the SEC’s website at http://www.sec.gov and on BlackRock’s website at http://www.blackrock.com, discuss these factors in more detail and identify additional factors that can affect forward-looking statements.

###

TABLE 1

BlackRock, Inc.

Financial Highlights

(Dollar amounts in thousands, except share data)

(unaudited)

	Three months ended									Variance vs.
	June 30,						March 31, 2004			June 30, 2003					March 31, 2004
	2004			2003						Amount			%		Amount			%
Total revenue	$	183,812		$	143,906		$	181,823		$	39,906		28	%	$	1,989		1	%
Total expense	$	121,231		$	89,104		$	112,056		$	32,127		36	%	$	9,175		8	%
Operating income	$	62,581		$	54,802		$	69,767		$	7,779		14	%	$	(7,186	)	-10	%
Net income	$	47,996		$	38,674		$	55,207		$	9,322		24	%	$	(7,211	)	-13	%
Diluted earnings per share	$	0.73		$	0.58		$	0.84		$	0.15		26	%	$	(0.11	)	-13	%
Average diluted shares outstanding		65,766,979			66,164,326			65,807,605			(397,347	)	-1	%		(40,626	)	0	%
Operating margin(a)		35.6	%		40.2	%		40.2	%
Assets under management ($ in millions)	$	309,654		$	286,309		$	320,672		$	23,345		8	%	$	(11,018	)	-3	%

	Six months ended June 30,
							Variance
	2004			2003			Amount			%
Total revenue	$	365,635		$	286,657		$	78,978		28	%
Total expense	$	233,287		$	177,789		$	55,498		31	%
Operating income	$	132,348		$	108,868		$	23,480		22	%
Net income	$	103,203		$	73,994		$	29,209		39	%
Diluted earnings per share	$	1.57		$	1.12		$	0.45		40	%
Average diluted shares outstanding		65,776,975			66,018,501			(241,526	)	0	%
Operating margin(a)		37.9	%		40.2	%
Assets under management ($ in millions)	$	309,654		$	286,309		$	23,345		8	%

(a) Operating income divided by total revenue less fund administration and servicing costs. Computations for all periods presented include affiliated and non-affiliated fund administration and servicing expense reported as a separate income statement line item and are derived from the Company’s consolidated financial statements, as follows:

	Three months ended									Six months ended
	June 30,						March 31, 2004			June 30,
	2004			2003						2004			2003
Operating income, as reported	$	62,581		$	54,802		$	69,767		$	132,348		$	108,868
Revenue, as reported		183,812			143,906			181,823			365,635			286,657
Less: fund administration and servicing costs		(8,018	)		(7,578	)		(8,360	)		(16,378	)		(15,536	)
Revenue used for operating margin measurement		175,794			136,328			173,463			349,257			271,121
Operating margin		34.0	%		38.1	%		38.4	%		36.2	%		38.0	%
Operating margin, as reported		35.6	%		40.2	%		40.2	%		37.9	%		40.2	%

We believe that operating margin, as reported, is an effective indicator of management’s ability to effectively employ the Company’s resources. Fund administration and servicing costs have been excluded from operating margin because these costs are a fixed, asset-based expense which can fluctuate based on the discretion of a third party.

TABLE 2

BlackRock, Inc.

Condensed Consolidated Statements of Income

(Dollar amounts in thousands, except share data)

(unaudited)

	Three months ended								Six months ended
	June 30, 2004			June 30, 2003			% Change		June 30, 2004			June 30, 2003			% Change
Revenue
Investment advisory and administration fees
Mutual funds	$	54,981		$	48,496		13.4	%	$	111,427		$	97,236		14.6	%
Separate accounts		107,032			79,517		34.6			210,904			157,142		34.2
Total investment advisory and administration fees		162,013			128,013		26.6			322,331			254,378		26.7
Other income		21,799			15,893		37.2			43,304			32,279		34.2
Total revenue		183,812			143,906		27.7			365,635			286,657		27.6
Expense
Employee compensation and benefits		81,618			55,819		46.2			147,687			111,205		32.8
Fund administration and servicing costs
Affiliates		4,948			6,686		(26.0	)		10,016			13,629		(26.5	)
Other		3,070			892		244.2			6,362			1,907		233.6
General and administration		31,363			25,476		23.1			62,662			50,585		23.9
Amortization of intangible assets		232			231		0.4			463			463		0.0
Impairment of intangible assets		—			—		0.0			6,097			—		NM
Total expense		121,231			89,104		36.1			233,287			177,789		31.2
Operating income		62,581			54,802		14.2			132,348			108,868		21.6
Non-operating income (expense)
Investment income		16,038			8,233		94.8			22,935			11,762		95.0
Interest expense		(550	)		(151	)	264.2			(1,634	)		(315	)	418.7
		15,488			8,082		91.6			21,301			11,447		86.1
Income before income taxes and minority interest		78,069			62,884		24.1			153,649			120,315		27.7
Income taxes		26,521			24,210		9.5			46,610			46,321		0.6
Income before minority interest		51,548			38,674		33.3			107,039			73,994		44.7
Minority interest		3,552			—		NM			3,836			—		NM
Net income	$	47,996		$	38,674		24.1		$	103,203		$	73,994		39.5
Weighted-average shares outstanding
Basic		63,647,316			65,028,337		-2.1	%		63,701,625			65,042,359		-2.1	%
Diluted		65,766,979			66,164,326		-0.6	%		65,776,975			66,018,501		-0.4	%
Earnings per share
Basic	$	0.75		$	0.59		27.1	%	$	1.62		$	1.14		42.1	%
Diluted	$	0.73		$	0.58		25.9	%	$	1.57		$	1.12		40.2	%

NM - Not meaningful.

TABLE 3

BlackRock, Inc.

Condensed Consolidated Statements of Financial Condition

(Dollar amounts in thousands)

(unaudited)

	June 30, 2004		December 31, 2003
Assets
Cash and cash equivalents	$	296,696	$	315,941
Accounts receivable		146,185		127,316
Investments		236,369		234,923
Property and equipment, net		88,098		87,006
Intangible assets, net		185,592		192,079
Other assets		13,512		9,958
Total assets	$	966,452	$	967,223
Liabilities, minority interest and stockholders’ equity
Accrued compensation	$	135,577	$	172,447
Accounts payable and accrued liabilities		49,919		60,098
Acquired management contract obligation		4,810		5,736
Other liabilities		11,906		14,395
Total liabilities		202,212		252,676
Minority interest		8,987		1,239
Stockholders’ equity		755,253		713,308
Total liabilities, minority interest and stockholders’ equity	$	966,452	$	967,223

TABLE 4

BlackRock, Inc.

Consolidated Statements of Cash Flows

(Dollar amounts in thousands)

(unaudited)

	Six months ended June 30,
	2004			2003
Cash flows from operating activities
Net income	$	103,203		$	73,994
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		10,105			10,464
Impairment of intangible assets		6,097			—
Minority interest		3,836			—
Stock-based compensation		6,942			4,610
Deferred income taxes		7,210			2,278
Tax benefit from stock-based compensation		1,761			4,167
Net gain on investments		(11,889	)		—
Changes in operating assets and liabilities:
Increase in accounts receivable		(19,783	)		(5,307	)
Increase in investments, trading		(9,156	)		(22,085	)
Decrease (increase) in receivable from affiliates		(209	)		177
Increase in other assets		(914	)		(3,756	)
Decrease in accrued compensation		(36,870	)		(49,452	)
(Decrease) increase in accounts payable and accrued liabilities		(18,069	)		6,936
(Decrease) increase in other liabilities		(2,489	)		759
Cash provided by operating activities		39,775			22,785
Cash flows from investing activities
Purchase of property and equipment		(9,892	)		(6,299	)
Purchase of investments		(36,006	)		(103,448	)
Sale of investments		89,742			35,967
Deemed cash contribution upon consolidation of VIE		6,412			—
Consolidation of seed investments		(36,193	)		—
Acquisitions, net of cash acquired		(73	)		(4,584	)
Cash provided by (used in) investing activities		13,990			(78,364	)
Cash flows from financing activities
Issuance of class A common stock		—			623
Dividends paid		(31,757	)		—
Dividends paid to minority interest holders		(3,975	)		—
Purchase of treasury stock		(47,429	)		(22,333	)
Reissuance of treasury stock		10,049			2,661
Acquired management contract obligation payment		(926	)		(842	)
Cash used in financing activities		(74,038	)		(19,891	)
Effect of exchange rate changes on cash and cash equivalents		1,028			1,069
Net decrease in cash and cash equivalents		(19,245	)		(74,401	)
Cash and cash equivalents, beginning of period		315,941			255,234
Cash and cash equivalents, end of period	$	296,696		$	180,833

TABLE 5

BlackRock, Inc.

Assets Under Management

(Dollar amounts in millions)

(unaudited)

	June 30,				December 31, 2003
	2004		2003
All Accounts
Fixed income	$	223,542	$	195,960	$	214,356
Liquidity		65,943		71,585		74,345
Equity		13,543		12,412		13,721
Alternative investment products		6,626		6,352		6,934
Total	$	309,654	$	286,309	$	309,356
Separate Accounts
Fixed income	$	199,762	$	174,480	$	190,432
Liquidity		6,896		5,366		5,855
Liquidity-Securities lending		8,771		8,374		9,925
Equity		8,790		9,105		9,443
Alternative investment products		6,626		6,352		6,934
Subtotal		230,845		203,677		222,589
Mutual Funds
Fixed income		23,780		21,480		23,924
Liquidity		50,276		57,845		58,565
Equity		4,753		3,307		4,278
Subtotal		78,809		82,632		86,767
Total	$	309,654	$	286,309	$	309,356

Component Changes in Assets Under Management

(Dollar amounts in millions)

(unaudited)

	Three months ended June 30,					Six months ended June 30,
	2004			2003		2004			2003
All Accounts
Beginning assets under management	$	320,672		$	273,599	$	309,356		$	272,841
Net subscriptions (redemptions)		(6,697	)		5,098		(357	)		4,310
Market appreciation (depreciation)		(4,321	)		7,612		655			9,158
Ending assets under management	$	309,654		$	286,309	$	309,654		$	286,309
Separate Accounts
Beginning assets under management	$	232,183		$	194,555	$	222,589		$	183,513
Net subscriptions		2,273			2,409		7,244			11,930
Market appreciation (depreciation)		(3,611	)		6,713		1,012			8,234
Ending assets under management		230,845			203,677		230,845			203,677
Mutual Funds
Beginning assets under management		88,489			79,044		86,767			89,328
Net subscriptions (redemptions)		(8,970	)		2,689		(7,601	)		(7,620	)
Market appreciation (depreciation)		(710	)		899		(357	)		924
Ending assets under management		78,809			82,632		78,809			82,632
Total	$	309,654		$	286,309	$	309,654		$	286,309

BlackRock, Inc.

Assets Under Management

Quarterly Trend

(Dollar amounts in millions)

(unaudited)

	2003									2004						Six months ended June 30, 2004
	June 30			September 30			December 31			March 31			June 30
Separate Accounts
Fixed Income
Beginning assets under management	$	167,778		$	174,480		$	178,390		$	190,432		$	202,055		$	190,432
Net subscriptions		1,682			3,700			9,842			7,141			1,365			8,506
Market appreciation (depreciation)		5,020			210			2,200			4,482			(3,658	)		824
Ending assets under management		174,480			178,390			190,432			202,055			199,762			199,762
Liquidity
Beginning assets under management		6,040			5,366			5,707			5,855			6,304			5,855
Net subscriptions (redemptions)		(677	)		328			135			446			591			1,037
Market appreciation		3			13			13			3			1			4
Ending assets under management		5,366			5,707			5,855			6,304			6,896			6,896
Liquidity-Securities lending
Beginning assets under management		6,344			8,374			9,996			9,925			8,479			9,925
Net subscriptions (redemptions)		2,030			1,622			(71	)		(1,446	)		292			(1,154	)
Ending assets under management		8,374			9,996			9,925			8,479			8,771			8,771
Equity
Beginning assets under management		8,995			9,105			9,143			9,443			9,003			9,443
Net redemptions		(1,526	)		(334	)		(1,234	)		(684	)		(195	)		(879	)
Market appreciation (depreciation)		1,636			372			1,534			244			(18	)		226
Ending assets under management		9,105			9,143			9,443			9,003			8,790			8,790
Alternative investment products
Beginning assets under management		5,398			6,352			6,676			6,934			6,342			6,934
Net subscriptions (redemptions)		900			385			237			(486	)		220			(266	)
Market appreciation (depreciation)		54			(61	)		21			(106	)		64			(42	)
Ending assets under management		6,352			6,676			6,934			6,342			6,626			6,626
Total Separate Accounts
Beginning assets under management		194,555			203,677			209,912			222,589			232,183			222,589
Net subscriptions		2,409			5,701			8,909			4,971			2,273			7,244
Market appreciation (depreciation)		6,713			534			3,768			4,623			(3,611	)		1,012
Ending assets under management	$	203,677		$	209,912		$	222,589		$	232,183		$	230,845		$	230,845
Mutual Funds
Fixed Income
Beginning assets under management	$	20,280		$	21,480		$	22,974		$	23,924		$	24,742		$	23,924
Net subscriptions (redemptions)		788			1,426			977			598			(264	)		334
Market appreciation (depreciation)		412			68			(27	)		220			(698	)		(478	)
Ending assets under management		21,480			22,974			23,924			24,742			23,780			23,780
Liquidity
Beginning assets under management		55,594			57,845			57,334			58,565			58,986			58,565
Net subscriptions (redemptions)		2,247			(512	)		1,225			420			(8,710	)		(8,290	)
Market appreciation		4			1			6			1			—			1
Ending assets under management		57,845			57,334			58,565			58,986			50,276			50,276
Equity
Beginning assets under management		3,170			3,307			3,281			4,278			4,761			4,278
Net subscriptions (redemptions)		(346	)		(147	)		579			351			4			355
Market appreciation (depreciation)		483			121			418			132			(12	)		120
Ending assets under management		3,307			3,281			4,278			4,761			4,753			4,753
Total Mutual Funds
Beginning assets under management		79,044			82,632			83,589			86,767			88,489			86,767
Net subscriptions (redemptions)		2,689			767			2,781			1,369			(8,970	)		(7,601	)
Market appreciation (depreciation)		899			190			397			353			(710	)		(357	)
Ending assets under management	$	82,632		$	83,589		$	86,767		$	88,489		$	78,809		$	78,809

BlackRock, Inc.

Assets Under Management

Quarterly Trend

(Dollar amounts in millions)

(unaudited)

	2003									2004
	June 30			September 30			December 31			March 31		June 30			Six months ended June 30, 2004
Mutual Funds
BlackRock Funds
Beginning assets under management	$	18,013		$	18,410		$	18,044		$	18,354	$	18,985		$	18,354
Net subscriptions (redemptions)		(213	)		(385	)		57			427		(2,110	)		(1,683	)
Market appreciation (depreciation)		610			19			253			204		(272	)		(68	)
Ending assets under management		18,410			18,044			18,354			18,985		16,603			16,603
BlackRock Global Series
Beginning assets under management		500			589			794			838		1,026			838
Net subscriptions (redemptions)		44			193			(3	)		181		275			456
Market appreciation (depreciation)		45			12			47			7		(8	)		(1	)
Ending assets under management		589			794			838			1,026		1,293			1,293
BlackRock Liquidity Funds
Beginning assets under management		48,489			51,163			51,078			52,870		53,159			52,870
Net subscriptions (redemptions)		2,674			(85	)		1,792			289		(7,305	)		(7,016	)
Ending assets under management		51,163			51,078			52,870			53,159		45,854			45,854
Closed End
Beginning assets under management		11,294			11,723			12,920			13,961		14,552			13,961
Net subscriptions		185			1,038			944			449		111			560
Market appreciation (depreciation)		244			159			97			142		(430	)		(288	)
Ending assets under management		11,723			12,920			13,961			14,552		14,233			14,233
Other Commingled Funds
Beginning assets under management		748			747			753			744		767			744
Net subscriptions (redemptions)		(1	)		6			(9	)		23		59			82
Ending assets under management		747			753			744			767		826			826
Total Mutual Funds
Beginning assets under management		79,044			82,632			83,589			86,767		88,489			86,767
Net subscriptions (redemptions)		2,689			767			2,781			1,369		(8,970	)		(7,601	)
Market appreciation (depreciation)		899			190			397			353		(710	)		(357	)
Ending assets under management	$	82,632		$	83,589		$	86,767		$	88,489	$	78,809		$	78,809