10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2004

OR

¨ 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 001-15305)

BlackRock, Inc.

(Exact name of registrant as specified in its charter)

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)

(Zip Code)

(212) 754-5300

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)    Yes  x    No  ¨

As of October 31, 2004, there were 18,926,693 shares of the registrant’s class A common stock outstanding and 44,699,209 shares of the registrant’s class B common stock outstanding.

BlackRock, Inc.

Index to Form 10-Q

PART I

FINANCIAL INFORMATION

		Page
Item 1.	Financial Statements
	Consolidated Statements of Financial Condition	1
	Consolidated Statements of Income	2
	Consolidated Statements of Cash Flows	3
	Notes to Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4.	Controls and Procedures	51
	PART II OTHER INFORMATION
Item 1.	Legal Proceedings	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 6.	Exhibits	54

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

BlackRock, Inc.

Consolidated Statements of Financial Condition

(Dollar amounts in thousands)

	September 30, 2004			December 31, 2003
	(unaudited)
Assets
Cash and cash equivalents	$	379,431		$	315,941
Accounts receivable		149,110			127,235
Investments		240,513			234,923
Property and equipment, net		88,377			87,006
Intangible assets, net		184,288			192,079
Receivable from affiliates		21,597			81
Other assets		13,685			9,958
Total assets	$	1,077,001		$	967,223
Liabilities
Accrued compensation	$	167,461		$	172,447
Long-Term Retention and Incentive Plan		90,606			—
Accounts payable and accrued liabilities
Affiliate		33,580			40,668
Other		22,379			19,430
Acquired management contract obligation		4,810			5,736
Other liabilities		14,492			14,395
Total liabilities		333,328			252,676
Minority interest		8,724			1,239
Stockholders’ equity
Common stock, class A, 19,243,878 shares issued		192			192
Common stock, class B, 45,820,129 and 46,120,737 shares issued, respectively		458			461
Additional paid - in capital		182,375			196,446
Retained earnings		616,185			570,535
Unearned compensation		(5,911	)		(10,270	)
Accumulated other comprehensive income		5,970			6,027
Treasury stock, class A, at cost, 550,775 and 954,067 shares held, respectively		(30,511	)		(45,054	)
Treasury stock, class B, at cost, 806,667 and 313,626 shares held, respectively		(33,809	)		(5,029	)
Total stockholders’ equity		734,949			713,308
Total liabilities and stockholders’ equity	$	1,077,001		$	967,223

See accompanying notes to consolidated financial statements.

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PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

BlackRock, Inc.

Consolidated Statements of Income

(Dollar amounts in thousands, except share data)

(unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2004			2003			2004			2003
Revenue
Investment advisory and administration fees
Mutual funds	$	54,073		$	52,482		$	165,500		$	149,718
Separate accounts		93,482			80,555			304,386			237,697
Other income
Affiliate		1,338			1,256			3,975			3,776
Other		22,106			16,051			62,773			45,810
Total revenue		170,999			150,344			536,634			437,001
Expense
Employee compensation and benefits		64,950			58,956			212,637			170,161
Long-Term Retention and Incentive Plan		90,606			—			90,606			—
Fund administration and servicing costs
Affiliate		4,227			6,621			14,243			20,250
Other		4,050			1,223			10,412			3,130
General and administration
Affiliate		1,481			1,786			6,817			5,831
Other		27,778			23,883			85,104			70,413
Amortization of intangible assets		283			231			746			694
Impairment of intangible assets		—			—			6,097			—
Total expense		193,375			92,700			426,662			270,479
Operating income (loss)		(22,376	)		57,644			109,972			166,522
Non-operating income (expense)
Investment income		4,717			6,086			27,652			17,848
Interest expense		965			(152	)		(669	)		(467	)
Total non-operating income		5,682			5,934			26,983			17,381
Income (loss) before income taxes and minority interest		(16,694	)		63,578			136,955			183,903
Income taxes		(7,265	)		23,579			39,345			69,900
Income (loss) before minority interest		(9,429	)		39,999			97,610			114,003
Minority interest		385			(54	)		4,221			(44	)
Net income (loss)	$	(9,814	)	$	40,053		$	93,389		$	114,047
Earnings (loss) per share
Basic	$	(0.15	)	$	0.62		$	1.47		$	1.76
Diluted	$	(0.15	)	$	0.61		$	1.42		$	1.73
Dividends paid per share	$	0.25		$	0.20		$	0.75		$	0.20
Weighted-average shares outstanding
Basic		63,676,776			64,497,117			63,693,281			64,858,615
Diluted		63,676,776			65,692,272			65,858,552			65,918,485

See accompanying notes to consolidated financial statements.

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PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

BlackRock, Inc.

Consolidated Statements of Cash Flows

(Dollar amounts in thousands)

(unaudited)

	Nine months ended September 30,
	2004			2003
Cash flows from operating activities
Net income	$	93,389		$	114,047
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		15,462			15,886
Impairment of intangible assets		6,097			—
Minority interest		4,221			(97	)
Stock-based compensation		9,518			5,051
Deferred income taxes		(20,908	)		(467	)
Tax benefit from stock-based compensation		1,690			5,146
Net gain on investments		(13,142	)		(1,970	)
Changes in operating assets and liabilities:
Increase in accounts receivable		(22,998	)		(12,619	)
Increase in investments, trading		(10,600	)		(21,414	)
Increase in receivable from affiliates		(608	)		(2,051	)
Increase in other assets		(952	)		(3,992	)
Decrease in accrued compensation		(4,986	)		(19,374	)
Increase in Long-Term Retention and Incentive Plan		90,606			—
(Decrease) increase in accounts payable and accrued liabilities		(4,387	)		15,702
Increase in other liabilities		1,060			719
Cash provided by operating activities		143,462			94,567
Cash flows from investing activities
Purchase of property and equipment		(15,245	)		(9,653	)
Purchase of investments		(90,121	)		(155,295	)
Sale of investments		145,737			135,806
Deemed cash contribution upon consolidation of VIE		6,412			—
Consolidation of sponsored investment funds		(43,169	)		—
Acquisitions, net of cash acquired		(74	)		(8,918	)
Cash provided by (used in) investing activities		3,540			(38,060	)
Cash flows from financing activities
Issuance of class A common stock		—			623
Dividends paid		(47,685	)		(12,834	)
Distributions paid to minority interest holders		(5,794	)		—
Subscriptions to consolidated sponsored investment funds		5,152			—
Purchase of treasury stock		(48,539	)		(62,773	)
Reissuance of treasury stock		13,325			4,421
Acquired management contract obligation payment		(926	)		(842	)
Cash used in financing activities		(84,467	)		(71,405	)
Effect of exchange rate changes on cash and cash equivalents		955			1,231
Net increase (decrease) in cash and cash equivalents		63,490			(13,667	)
Cash and cash equivalents, beginning of period		315,941			255,234
Cash and cash equivalents, end of period	$	379,431		$	241,567

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PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

BlackRock, Inc.

Notes to Consolidated Financial Statements

Three and Nine Months Ended September 30, 2004 and 2003

(Dollar amounts in thousands, except share data)

(unaudited)

1. Significant Accounting Policies

Basis of Presentation

The consolidated interim financial statements of BlackRock, Inc. and its subsidiaries (“BlackRock” or the “Company”) included herein have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. These condensed consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. The Company follows the same accounting policies in the preparation of interim reports as set forth in the annual report. In the opinion of management, the consolidated financial statements reflect all adjustments, which are of a normal recurring nature and necessary for a fair presentation of the financial position, results of operations and cash flows of BlackRock for the interim periods presented and are not necessarily indicative of a full year’s results.

Use of Estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates.

Investments

Readily Marketable Securities

The accounting method used for the Company’s readily marketable securities is dependent upon the Company’s ownership level. If the Company does not possess significant influence over the issuer’s operations, the securities are classified as trading or available for sale, depending on the Company’s ability and intent to hold the security. Investments, trading, are recorded at fair market value with unrealized gains and losses included in the accompanying consolidated statements of income as investment income (expense), net. Investments, available for sale, consist primarily of corporate investments in BlackRock funds, municipal bonds and BlackRock-sponsored collateralized debt obligations. The resulting unrealized gains and losses on investments, available for sale, are included in the accumulated other comprehensive income or loss component of stockholders’ equity, net of tax. If the Company holds significant influence over the issuer of a readily marketable equity security, the investment is accounted for under the equity method of accounting and included in investments, other. The Company’s share of the investee’s net income is included in investment income (expense), net.

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PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

1. Significant Accounting Policies (continued)

Investments (continued)

Nonmarketable Equity Securities

Items classified as investments, other, consist primarily of certain institutional and private placement portfolios (“alternative investment products”) and operating joint ventures undertaken by the Company and are accounted for using the cost or equity methods of accounting. If the Company has significant influence over the investee’s operations, the equity method of accounting is used and the Company’s share of the investee’s net income is recorded as investment income (expense), net, for alternative investment products and other income for operating joint ventures. If the Company does not maintain significant influence over the investee’s operations, the cost method of accounting is used.

Occasionally, the Company will acquire a controlling equity interest in a sponsored investment fund as a seed investment. These funds are organized as investment companies, as defined in the American Institute of Certified Public Accountants Audit and Accounting Guide, Audits of Investment Companies (the “IC Guide”). As required by the IC Guide, all investments are carried at fair value, regardless of the Company’s ownership and the availability of a readily determinable market value for the investment, with the corresponding changes in the securities’ fair values reflected in investment income in the Company’s consolidated statement of income. In the absence of a publicly-available market value, fair value for an investment is estimated in good faith by the Company’s management based on such factors as the liquidity, financial condition and current and projected operating performance of the investment and, in the case of private investment fund investments, the net asset value provided by the fund’s investment manager. At September 30, 2004, these investments represent 21%, or approximately $50,000, of total investments.

Realized gains and losses on trading, available for sale and other investments are calculated on a specific identification basis and, along with interest and dividend income, are included in investment income (expense), net, in the consolidated statements of income. The Company’s management periodically assesses impairment on investments to determine if it is other than temporary. Several of the Company’s available for sale investments represent interests in collateralized debt obligations in which the Company acts in the capacity of collateral manager. The Company reviews cash flow estimates throughout the life of each collateralized debt obligation to determine if an impairment charge is required to be taken through current earnings. If the updated estimate of future cash flows (taking into account both timing and amount) is less than the last revised estimate, an impairment is recognized based on the excess of the carrying amount of the investment over its fair value. In evaluating impairments on all other available for sale and other securities, the Company considers the length of time and the extent to which the security’s market value, if determinable, has been less than its cost, the financial condition and near-term prospects of the security’s issuer and the Company’s intended holding period for the security. Any impairment on investments which is deemed other than temporary is recorded in investment income (expense), net, on the consolidated statements of income as a realized loss.

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PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

1. Significant Accounting Policies (continued)

Stock-Based Compensation

The Company accounts for stock-based employee compensation plans under the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure,” prospectively to all employee awards granted, modified or settled after January 1, 2003. Awards under the Company’s plans vest over periods ranging from two to four years. Therefore, the cost related to stock-based employee compensation included in net income for the three and nine month periods ended September 30, 2004 and 2003 is less than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS No. 123. The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested awards in each period.

	Three months ended September 30,						Nine months ended September 30,
	2004			2003			2004			2003
Net income (loss), as reported	$	(9,814	)	$	40,053		$	93,389		$	114,047
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		1,041			252			3,372			794
Deduct: Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects		(3,497	)		(3,641	)		(11,162	)		(11,019	)
Pro forma net income (loss)	$	(12,270	)	$	36,664		$	85,599		$	103,822
Earnings (loss) per share:
Basic - as reported	$	(0.15	)	$	0.62		$	1.47		$	1.76
Basic - pro forma	$	(0.19	)	$	0.57		$	1.34		$	1.59
Diluted - as reported	$	(0.15	)	$	0.61		$	1.42		$	1.73
Diluted - pro forma	$	(0.19	)	$	0.56		$	1.30		$	1.58

Segment Reporting

Historically, the Company’s management has viewed BlackRock as one business segment, the asset management business. The Company also offers risk management and investment systems services under the BlackRock Solutions brand name as a means to offset its technology-related expenses. As a result of recent changes in BlackRock’s corporate governance structure and potential growth in BlackRock Solutions revenue, management has commenced a process to determine the basis under which historical and future operations of BlackRock would be evaluated based on two segments (Asset Management and BlackRock Solutions). Currently, the Company does not prepare nor does the Company’s chief operating decision maker receive financial results specific to the BlackRock Solutions business.

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PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

1. Significant Accounting Policies (continued)

Segment Reporting (continued)

Third party revenue for BlackRock Solutions products and services is disclosed in Note 4 to these consolidated financial statements.

Recent Accounting Development

In December 2003, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities” (“FIN 46R”). FIN 46R addresses the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to variable interest entities (“VIE”) and generally would require that the assets, liabilities and results of operations of a VIE be consolidated into the financial statements of the enterprise that has a controlling financial interest in it. The interpretation provides a framework for determining whether an entity should be evaluated for consolidation based on voting interests or significant financial support provided to the entity (“variable interests”).

An entity is classified as a VIE if total equity is not sufficient to permit the entity to finance its activities without additional subordinated financial support or its equity investors lack the direct or indirect ability to make decisions about an entity’s activities through voting rights, absorb the expected losses of the entity if they occur or receive the expected residual returns of the entity if they occur. Once an entity is determined to be a VIE, its assets, liabilities and results of operations should be consolidated with those of its primary beneficiary. The primary beneficiary of a VIE is the entity which either will absorb a majority of the VIE’s expected losses or has the right to receive a majority of the VIE’s expected residual returns. The expected losses and residual returns of a VIE include expected variability in its net income or loss, fees to decision makers and fees to guarantors of substantially all VIE assets or liabilities and are calculated in accordance with Statement of Financial Accounting Concepts No. 7, “Using Cash Flow Information and Present Value in Accounting Measurements.”

A public enterprise with a variable interest in a VIE must apply FIN 46R to that VIE no later than the end of the first reporting period that ends after March 15, 2004, with the exception of special purpose entities (“SPEs”), as defined. A public enterprise with a variable interest in an SPE which has been deemed a VIE must apply FIN 46R to that VIE no later than the end of the first reporting period that ends after December 15, 2003. Additionally, if it is reasonably possible that an enterprise will consolidate or disclose information about a VIE when the guidance becomes effective, there are several disclosure requirements effective for all financial statements issued after January 31, 2003. The Company has included the required disclosures for VIEs in which it has significant involvement, but has not consolidated, in Note 11 to these consolidated financial statements.

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PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

1. Significant Accounting Policies (continued)

Recent Accounting Development (continued)

Pursuant to the conceptual framework set forth in FIN 46R, the Company’s management has concluded that BlackRock is the primary beneficiary of a strategic joint venture which was previously treated as an equity method investment. The aggregate statement of financial condition for the joint venture consolidated on January 1, 2004 is as follows:

	January 1, 2004
Assets
Cash and cash equivalents	$	6,412
Accounts receivable		2,564
Property and equipment, net		842
Other assets		936
Total assets	$	10,754
Liabilities and Minority Interest
Accounts payable and accrued liabilities	$	4,499
Other liabilities		75
Total liabilities		4,574
Minority interest		3,906
Total liabilities and minority interest	$	8,480

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PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

1. Significant Accounting Policies (continued)

Recent Accounting Development (continued)

Under previous guidance, the Company’s management determined that the Company was the primary beneficiary of six collateralized debt obligations (“CDO”) and consolidated the results of operations, financial position and cash flow for these entities during the three months ended September 30, 2003. The CDOs were subsequently deconsolidated under FIN 46R. A reconciliation of BlackRock’s adjusted condensed consolidated statements of financial condition and operations as of and for the three months ended September 30, 2003 to the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2003 is as follows:

Condensed Consolidating Statement of Financial Condition

September 30, 2003

(unaudited)

	Deconsolidation
	As Reported		Adjustments			As Adjusted
Assets
Cash and cash equivalents	$	241,567	$	0		$	241,567
Restricted cash		148,383		(148,383	)		—
Investments		2,550,443		(2,295,715	)		254,728
Other assets		544,409		(121,010	)		423,399
Total assets	$	3,484,802	$	(2,565,108	)	$	919,694
Liabilities
Borrowings	$	2,035,637	$	(2,035,637	)	$	0
Unrealized depreciation on derivative contracts		76,305		(76,305	)		—
Other liabilities		301,872		(80,462	)		221,410
Total liabilities		2,413,814		(2,192,404	)		221,410
Mandatorily redeemable preferred stock of subsidiaries		105,547		(105,547	)		—
Minority interest		269,181		(268,259	)		922
Stockholders’ equity		696,260		1,102			697,362
Total liabilities, minority interest and stockholders’ equity	$	3,484,802	$	(2,565,108	)	$	919,694

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PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

1. Significant Accounting Policies (continued)

Recent Accounting Developments (continued)

Condensed Consolidating Statement of Operations

Three months ended September 30, 2003

(unaudited)

	Deconsolidation
	As Reported			Adjustments			As Adjusted
Revenue
Investment advisory and administration fees	$	129,601		$	3,436		$	133,037
Other income		17,307			—			17,307
Total revenue		146,908			3,436			150,344
Expense
Employee compensation and benefits		58,956			—			58,956
Other operating expenses		36,242			(2,498	)		33,744
Total expense		95,198			(2,498	)		92,700
Operating income		51,710			5,934			57,644
Non operating income (expense)
Investment income		66,923			(60,837	)		6,086
Interest expense		(24,165	)		24,013			(152	)
		42,758			(36,824	)		5,934
Income before income taxes, minority interest and cumulative effect of accounting change		94,468			(30,890	)		63,578
Income taxes		23,579			—			23,579
Income before minority interest and cumulative effect of accounting change		70,889			(30,890	)		39,999
Minority interest		30,930			(30,984	)		(54	)
Income before cumulative effect of accounting change		39,959			94			40,053
Cumulative effect of accounting change		139			(139	)		—
Net income	$	40,098		$	(45	)	$	40,053
Earnings per share
Basic	$	0.62		$	0.00		$	0.62
Diluted	$	0.61		$	0.00		$	0.61

Reclassification of Prior Period’s Statements

Certain items previously reported may have been reclassified to conform with the current period presentation.

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PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

2. Acquisition

In August 2004, the Company entered into a definitive agreement with MetLife, Inc. (“MetLife”) to acquire SSRM Holdings Inc. (“SSRM”), the holding company of State Street Research & Management Company and SSR Realty Advisors, Inc., from MetLife for $375,000 in cash and stock. SSRM, through its subsidiaries, actively manages stock, bond, balanced and real estate portfolios for both institutional and individual investors with approximately $52,000,000 in assets under management at September 30, 2004.

Under the terms of the transaction, which has been approved by the Boards of Directors of BlackRock and MetLife, MetLife will receive at closing $325,000 in cash and $50,000 of BlackRock class A common stock. Additional cash consideration, which could increase the purchase price by up to 25%, may be paid over five years contingent on certain measures.

Closing is expected in early 2005 pending required regulatory and SSRM mutual fund shareholder approvals and satisfaction of other customary closing conditions.

3. Investments

A summary of the cost and carrying value of investments, available for sale, is as follows:

			Gross Unrealized					Carrying Value
September 30, 2004	Cost		Gains		Losses
Mutual funds	$	53,984	$	34	$	(349	)	$	53,669
Collateralized debt obligations		10,688		1,895		—			12,583
Total investments, available for sale	$	64,672	$	1,929	$	(349	)	$	66,252
December 31, 2003
Mutual funds	$	78,913	$	147	$	(834	)	$	78,226
Municipal debt securities		77,061		638		(721	)		76,978
Collateralized debt obligations		11,752		4,070		—			15,822
Total investments, available for sale	$	167,726	$	4,855	$	(1,555	)	$	171,026

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PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

3. Investments (continued)

A summary of the cost and carrying value of investments, trading and other, is as follows:

September 30, 2004	Cost		Carrying Value
U.S government securities	$	19,640	$	20,249
Mutual funds		14,072		14,718
Equity securities		7,927		10,333
Total investments, trading		41,639		45,300
Other
Equity method		70,873		72,937
Cost method		27,319		28,038
Fair value		28,367		27,986
Total investments, other		126,559		128,961
Total investments, trading and other	$	168,198	$	174,261
December 31, 2003
Mutual funds	$	9,573	$	10,648
Equity securities		5,976		8,021
Total investments, trading		15,549		18,669
Mutual funds		7,000		5,801
Other
Equity method		28,793		30,288
Cost method		9,139		9,139
Total investments, other		44,932		45,228
Total investments, trading and other	$	60,481	$	63,897

In April 2004, the Company sold its interest in Trepp LLC, a leading provider of commercial mortgage backed security information, analytics and technology. This investment was previously recorded in investments, other, in the Company’s consolidated statement of financial condition. The Company received approximately $13,000 in cash consideration and recognized an equivalent gain on the transaction, included in investment income in the Company’s consolidated statement of income. Approximately $1,500 of the cash consideration received is being held in escrow and is reflected in other assets in the Company’s consolidated statement of financial condition.

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PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

4. Other Income

Other income consists of the following:

	Three months ended September 30,				Nine months ended September 30,
	2004		2003		2004		2003
BlackRock Solutions	$	21,488	$	14,568	$	59,165	$	41,667
Investment accounting		1,510		1,139		4,448		3,449
Other		446		1,600		3,135		4,470
	$	23,444	$	17,307	$	66,748	$	49,586

5. Intangible Assets

	Weighted-avg. estimated useful life	September 30, 2004
		Gross Carrying Amount		Accumulated Amortization		Total Intangible Assets
Goodwill	N/A	$	242,766	$	65,842	$	176,924
Management contract acquired	N/A		2,842		—		2,842
Total goodwill and unamortized intangible assets			245,608		65,842		179,766
Management contract acquired	10.0		8,040		3,518		4,522
Total intangible assets		$	253,648	$	69,360	$	184,288
	Weighted-avg. estimated useful life	December 31, 2003
		Gross Carrying Amount		Accumulated Amortization		Total Intangible Assets
Goodwill	N/A	$	243,787	$	65,842	$	177,945
Management contracts acquired	N/A		8,866		—		8,866
Total goodwill and unamortized intangible assets			252,653		65,842		186,811
Management contract acquired	10.0		8,040		2,915		5,125
Other	2.2		286		143		143
Total amortized intangible assets	9.7		8,326		3,058		5,268
Total intangible assets		$	260,979	$	68,900	$	192,079

- 13 -

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

5. Intangible Assets (continued)

The $1,021 decrease in goodwill is related to the reversal of an obligation to purchase the minority interest of a subsidiary and the associated decline in the subsidiary’s implied enterprise value.

The $6,024 decrease in management contracts acquired, not subject to amortization, during the nine months ended September 30, 2004 primarily represents the write-off of the carrying value attributable to management contracts of certain funds acquired during 2002. In February 2004, the respective funds’ portfolio manager resigned from the Company. As a result, the Company commenced an orderly liquidation of those funds and recognized an impairment charge of $6,097 in impairment of intangible assets on the Company’s consolidated statement of income.

6. BlackRock, Inc. Long Term Retention and Incentive Plan (“LTIP”)

The LTIP permits the grant of up to $240,000 in deferred compensation awards (the “LTIP Awards”), subject to the achievement of certain performance hurdles by the Company no later than March 2007. As of September 30, 2004, the Company has awarded approximately $207,000 in LTIP Awards. If the performance hurdles are achieved, up to $200,000 of the LTIP Awards will be funded with up to 4 million shares of BlackRock common stock to be surrendered by The PNC Financial Services Group, Inc. (“PNC”) and distributed to LTIP participants, less income tax withholding. Shares attributable to value in excess of PNC’s $200,000 LTIP funding requirement will be available to support the Company’s future long-term retention and incentive programs but are not subject to surrender by PNC until the programs are approved by the Compensation Committee of the Company’s Board of Directors. In addition, shares distributed to LTIP participants will include an option to put such distributed shares back to BlackRock at fair market value. BlackRock will fund the remainder of the LTIP Awards with up to $40,000 in cash.

Under the terms of the LTIP, awards fully vest if BlackRock’s average closing common stock price is at least $62 for any 3-month period beginning on or after January 1, 2005 and ending on or prior to March 30, 2007. An alternative performance hurdle provides for partial vesting of the LTIP based on specific targets for the Company’s earnings growth and relative stock price performance to peers over the term of the LTIP, subject to the authority of the Company’s Compensation Committee to reduce the amount of awards vested under the LTIP.

Due to the strength in the Company’s stock price, which has recently traded in excess of $70 per share, the Company’s management has determined that full vesting of LTIP awards is probable and recorded a charge of $90,606 during the period reflecting LTIP awards earned through September 30, 2004 and related payroll taxes. Based on the current level of LTIP awards outstanding and assuming full vesting remains probable, quarterly expense, during the period from October 1, 2004 through December 31, 2006, should be approximately $13,100.

- 14 -

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

7. Common Stock

BlackRock’s class A, $0.01 par value, common stock authorized was 250,000,000 shares as of September 30, 2004 and December 31, 2003, respectively. BlackRock’s class B, $0.01 par value, common stock authorized was 100,000,000 shares as of September 30, 2004 and December 31, 2003, respectively.

The Company’s common stock issued and outstanding and related activity during the nine month period ended September 30, 2004 consists of the following:

	Shares issued							Shares outstanding Class
	Common shares Class			Treasury shares Class
	A	B		A		B		A		B
December 31, 2003	19,243,878	46,120,737		(954,067	)	(313,626	)	18,289,811		45,807,111
Conversion of class B stock to class A stock	—	(300,608	)	300,608		—		300,608		(300,608	)
Issuance of class A common stock	—	—		438,867		—		438,867		—
Treasury stock transactions	—	—		(336,183	)	(493,041	)	(336,183	)	(493,041	)
September 30, 2004	19,243,878	45,820,129		(550,775	)	(806,667	)	18,693,103		45,013,462

8. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

	Three months ended September 30,					Nine months ended September 30,
	2004			2003		2004		2003
Net income (loss)	$	(9,814	)	$	40,053	$	93,389	$	114,047
Basic weighted-average shares outstanding		63,676,776			64,497,117		63,693,281		64,858,615
Dilutive potential shares from stock options		—			1,195,155		2,165,271		1,059,870
Dilutive weighted-average shares outstanding		63,676,776			65,692,272		65,858,552		65,918,485
Basic earnings (loss) per share	$	(0.15	)	$	0.62	$	1.47	$	1.76
Diluted earnings (loss) per share	$	(0.15	)	$	0.61	$	1.42	$	1.73

- 15 -

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

8. Earnings Per Share (continued)

During the three months ended September 30, 2004, 2,303,856 common stock equivalents were excluded from the Company’s diluted earnings per share due to their antidilutive impact.

9. Supplemental Statements of Cash Flow Information

Supplemental disclosure of cash flow information:

	Nine months ended September 30,
	2004		2003
Cash paid for interest	$	926	$	842
Cash paid for income taxes	$	65,856	$	52,184

Supplemental schedule of noncash transactions:

	Nine months ended September 30,
	2004		2003
Stock-based compensation	$	0	$	5,395
Reissuance of treasury stock, class A, at a discount to its cost basis	$	16,596	$	15,140

10. Income Taxes

PNC and BlackRock have entered into a tax disaffiliation agreement that sets forth each party’s rights and obligations with respect to income tax payments and refunds and addresses related matters such as the filing of tax returns and the conduct of audits or other proceedings involving claims made by taxing authorities.

- 16 -

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

10. Income Taxes (continued)

For the calendar year which includes the three and nine months ended September 30, 2004, BlackRock will file its own consolidated federal income tax return and will file selected state and municipal income tax returns separately and selected state and municipal income tax returns with one or more PNC subsidiaries on a combined or unitary basis. When BlackRock is included in a group’s combined or unitary state or municipal income tax filing with PNC subsidiaries, BlackRock’s share of the liability generally will be based upon an allocation to BlackRock of a percentage of the total tax liability based upon BlackRock’s level of activity in such state or municipality.

The provision (benefit) for income taxes consists of the following:

	Three months ended September 30,						Nine months ended September 30,
	2004			2003			2004			2003
Current:
Federal	$	20,105		$	21,884		$	60,138		$	60,177
State and local		(292	)		4,346			5,596			9,230
Foreign		1,038			93			3,038			960
Impact of New York State audit resolution		—			—			(8,519	)		—
Total current		20,851			26,323			60,253			70,367
Deferred:
Federal		(23,724	)		(2,657	)		(16,274	)		230
State and local		(4,392	)		(87	)		(4,634	)		(697	)
Total deferred		(28,116	)		(2,744	)		(20,908	)		(467	)
Total	$	(7,265	)	$	23,579		$	39,345		$	69,900

- 17 -

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

10. Income Taxes (continued)

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities, which are shown net in receivable from affiliates in the consolidated statements of financial condition, consist of the following:

	September 30, 2004		December 31, 2003
Deferred tax assets:
Compensation and benefits	$	58,133	$	28,942
Deferred state income taxes		5,321		8,913
Deferred revenue		1,482		3,292
Other		4,095		1,769
Gross deferred tax asset		69,031		42,916
Deferred tax liabilities:
Goodwill		36,466		34,990
Depreciation		7,574		3,213
Other		3,819		3,620
Gross deferred tax liability		47,859		41,823
Net deferred tax asset	$	21,172	$	1,093

A reconciliation of income tax expense with expected federal income tax expense computed at the applicable federal income tax rate of 35% is as follows:

	Three months ended September 30,										Nine months ended September 30,
	2004			%		2003			%		2004			%		2003			%
Expected income tax expense (benefit)	$	(5,843	)	(35.0	)%	$	22,272		35.0	%	$	47,934		35.0	%	$	64,382		35.0	%
Increase (decrease) in income taxes resulting from:
State and local taxes		(2,892	)	(17.3	)		2,993		4.7			1,267		0.9			5,546		3.0
Tax-exempt interest income		(380	)	(2.3	)		(612	)	(0.9	)		(1,093	)	(0.8	)		(612	)	(0.3	)
Minority interest		(134	)	(0.8	)		—		—			(1,477	)	(1.1	)		—		—
New York State audit resolution		—		—			—		—			(8,519	)	(6.2	)		—		—
Foreign taxes		1,780		10.7			(309	)	(0.5	)		2,253		1.6			(166	)	(0.1	)
Other		204		1.2			(765	)	(1.2	)		(1,020	)	(0.7	)		750		0.4
Income tax expense (benefit)	$	(7,265	)	(43.5	)%	$	23,579		37.1	%	$	39,345		28.7	%	$	69,900		38.0	%

- 18 -

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

11. Variable Interest Entities Not Subject to Consolidation

The Company is involved with various entities in the normal course of business that may be deemed to be VIEs and may hold interests therein, including investment advisory agreements and equity securities, which may be considered variable interests. The Company engages in these transactions principally to address client needs through the launch of collateralized debt obligations and private investment funds. At September 30, 2004 and December 31, 2003, the aggregate assets, debt and BlackRock’s equity ownership, which represents the extent of the Company’s risk of loss, in VIEs in which BlackRock has not been deemed primary beneficiary are as follows:

	Assets		Debt		BlackRock Equity Ownership
September 30, 2004
Collaterized debt obligations	$	3,020,000	$	2,627,000	$	12,583
Private investment funds		1,175,000		672,000		33,000
Total	$	4,195,000	$	3,299,000	$	45,583
December 31, 2003
Collaterized debt obligations	$	2,740,000	$	2,370,000	$	15,822
Private investment funds		375,000		227,000		5,000
Total	$	3,115,000	$	2,597,000	$	20,822

12. Comprehensive Income (Loss)

	Three months ended September 30,						Nine months ended September 30,
	2004			2003			2004			2003
Net income (loss)	$	(9,814	)	$	40,053		$	93,389		$	114,047
Other comprehensive income (loss):
Unrealized gain (loss) from investments, available for sale, net		840			(1,746	)		(1,013	)		2,401
Foreign currency translation gain (loss)		(76	)		162			953			1,231
Comprehensive income (loss)	$	(9,050	)	$	38,469		$	93,329		$	117,679

- 19 -

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

13. Lease Commitments

In August 2004, BlackRock signed a lease through February 28, 2017 with Park Avenue Plaza Company L.P. for approximately 88,000 square feet of office space located at 55 East 52nd Street, New York, New York. Total rent payments over the lease term will be approximately $52,000, with annual lease payments for the first four years of the lease term of approximately $4,100. Future minimum commitments under BlackRock’s operating leases, following the signing of this lease and net of rental reimbursements of $1,961 through 2005 from a sublease arrangement, are as follows:

2004	$	2,849
2005		13,434
2006		15,376
2007		15,337
2008		15,304
Thereafter		145,806
	$	208,106

- 20 -

PART I — FINANCIAL INFORMATION (continued)

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

BlackRock, Inc., a Delaware corporation (together, with its subsidiaries, “BlackRock” or the “Company”), is one of the largest publicly traded investment management firms in the United States with approximately $323.5 billion of assets under management at September 30, 2004. BlackRock manages assets on behalf of institutional and individual investors worldwide through a variety of equity, fixed income, liquidity and alternative investment separate accounts and mutual funds, including BlackRock Funds and BlackRock Liquidity Funds. In addition, BlackRock provides risk management and investment system services and products to institutional investors under the BlackRock Solutions name. BlackRock is a majority-owned indirect subsidiary of The PNC Financial Services Group, Inc. (“PNC”), one of the nation’s largest diversified financial services organizations providing regional community banking, wholesale banking, wealth management, asset management and global fund services. As of September 30, 2004, PNC indirectly owned approximately 71% of BlackRock.

The following table summarizes BlackRock’s operating performance for the three months ended September 30, 2004, June 30, 2004 and September 30, 2003 and the nine months ended September 30, 2004 and 2003:

	Three months ended									Variance vs.
	September 30,						June 30,			September 30, 2003					June 30, 2004
	2004			2003			2004			Amount			%		Amount			%
Total revenue	$	170,999		$	150,344		$	183,812		$	20,655		14	%	$	(12,813	)	-7	%
Total expense	$	193,375		$	92,700		$	121,231		$	100,675		109	%	$	72,144		60	%
Operating income (loss)	$	(22,376	)	$	57,644		$	62,581		$	(80,020	)	-139	%	$	(84,957	)	-136	%
Net income (loss)	$	(9,814	)	$	40,053		$	47,996		$	(49,867	)	-125	%	$	(57,810	)	-120	%
Diluted earnings (loss) per share	$	(0.15	)	$	0.61		$	0.73		$	(0.76	)	-125	%	$	(0.88	)	-121	%
Diluted earnings per share, as adjusted (a)	$	0.56		$	0.61		$	0.73		$	(0.05	)	-8	%	$	(0.17	)	-23	%
Average diluted shares outstanding		63,676,776			65,692,272			65,766,979			(2,015,496	)	-3	%		(2,090,203	)	-3	%
Operating margin (b)		31.8	%		40.5	%		35.6	%
Assets under management ($ in millions)	$	323,465		$	293,501		$	309,654		$	29,964		10	%	$	13,811		4	%

	Nine months ended
	September 30,						Variance
	2004			2003			Amount			%
Total revenue	$	536,634		$	437,001		$	99,633		23	%
Total expense	$	426,662		$	270,479		$	156,183		58	%
Operating income	$	109,972		$	166,522		$	(56,550	)	-34	%
Net income	$	93,389		$	114,047		$	(20,658	)	-18	%
Diluted earnings per share	$	1.42		$	1.73		$	(0.31	)	-18	%
Diluted earnings per share, as adjusted (a)	$	2.13		$	1.73		$	0.40		23	%
Average diluted shares outstanding		65,858,552			65,918,485			(59,933	)	0	%
Operating margin (b)		36.0	%		40.3	%
Assets under management ($ in millions)	$	323,465		$	293,501		$	29,964		10	%

- 21 -

PART I — FINANCIAL INFORMATION (continued)

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

(a) Diluted earnings per share adjusted to exclude the portion of expenses related to the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan (“LTIP”) to be funded by The PNC Financial Services Group, Inc. (“PNC”) with a capital contribution of up to 4 million shares of BlackRock common stock. This measure is derived from the Company’s consolidated financial statements, as follows:

	Three and nine months ended September 30, 2004
Net income (loss), GAAP basis	$	(9,814	)	$	93,389
LTIP expense, net of tax		57,082			57,082
Net income, excluding LTIP		47,268			150,471
BlackRock’s LTIP funding requirement		(10,383	)		(10,383	)
Net income, as adjusted for PNC LTIP funding requirement		36,885			140,088
Diluted weighted average shares outstanding, GAAP basis		63,676,776			65,858,552
Antidilutive common stock equivalents by virtue of the Company’s net loss		2,303,856			—
Diluted weighted average shares outstanding, as adjusted		65,980,632			65,858,552
Diluted earnings (loss) per share, GAAP basis	$	(0.15	)	$	1.42
Diluted earnings per share, as adjusted for PNC LTIP funding requirement	$	0.56		$	2.13

We believe that diluted earnings per share, as adjusted for PNC LTIP funding requirement, is an effective indicator of the Company’s profitability. The LTIP expense associated with awards to be met by PNC’s funding requirement has been excluded from diluted earnings per share, as adjusted, because, exclusive of the impact related to Plan participants’ put options, these non-cash charges will not impact BlackRock’s book value.

(b) Operating income, adjusted for LTIP expense, 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									Nine months ended September 30,
	September 30,						June 30, 2004
	2004			2003						2004			2003
Operating income (loss), GAAP basis	$	(22,376	)	$	57,644		$	62,581		$	109,972		$	166,522
Add back: LTIP expense		90,606			—			—			90,606			—
Less: BlackRock’s LTIP funding requirement		(16,481	)		—			—			(16,481	)		—
Operating income, as adjusted		51,749			57,644			62,581			184,097			166,522
Revenue, GAAP basis		170,999			150,344			183,812			536,634			437,001
Less: fund administration and servicing costs		(8,277	)		(7,844	)		(8,018	)		(24,655	)		(23,380	)
Revenue used for operating margin measurement		162,722			142,500			175,794			511,979			413,621
Operating margin, GAAP basis		-13.1	%		38.3	%		34.0	%		20.5	%		38.1	%
Operating margin, as reported		31.8	%		40.5	%		35.6	%		36.0	%		40.3	%

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.

- 22 -

PART I — FINANCIAL INFORMATION (continued)

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

General

BlackRock derives a substantial portion of its revenue from investment advisory and administration fees, which are recognized as the services are performed. Such fees are primarily based on predetermined percentages of the market value of assets under management and are affected by changes in assets under management, including market appreciation or depreciation and net subscriptions or redemptions. Net subscriptions or redemptions represent the sum of new client assets, additional fundings from existing clients, withdrawals of assets from, and termination of, client accounts and purchases and redemptions of mutual fund shares. Market appreciation or depreciation includes current income earned on, and changes in, the fair value of securities held in client accounts.

Investment advisory agreements for certain separate accounts and BlackRock’s alternative investment products provide for performance fees in addition to fees based on assets under management. Performance fees are earned when investment performance exceeds a contractual threshold and, accordingly, may increase the volatility of BlackRock’s revenue and earnings.

BlackRock provides a variety of risk management, investment analytics and investment system services to insurance companies, finance companies, pension funds, asset managers, foundations, consultants, mutual fund sponsors, REITs, commercial and mortgage banks, savings institutions and government agencies. These services are provided under the brand name BlackRock Solutions and include a wide array of risk management services and enterprise investment system outsourcing to clients. Fees earned for BlackRock Solutions services are either based on predetermined percentages of the market value of assets subject to the services or fixed monthly or quarterly payments, and may include performance fees. The fees earned on risk management advisory and investment system assignments are recorded as other income in the consolidated statements of income.

Operating expense primarily consists of employee compensation and benefits, Long-Term Retention and Incentive Plan, fund administration and servicing costs, general and administration expense and impairment of intangible assets. Employee compensation and benefits expense reflects salaries, deferred and incentive compensation and related benefit costs. Long-Term Retention and Incentive Plan reflects expenses recognized for awards granted to employees under the BlackRock, Inc. 2002 Long Term Retention and Incentive Plan (“LTIP”), for which the Company’s management has determined that full vesting is probable, and related payroll taxes. Fund administration and servicing costs expense reflects payments made to PNC affiliated entities and third parties, primarily associated with the administration and servicing of client investments in the BlackRock Funds and BlackRock Closed-end Funds. Intangible assets at September 30, 2004 and December 31, 2003 were approximately $184.3 million and approximately $192.1 million, respectively, with amortization expense of approximately $0.3 million and $0.2 million for the three months ended September 30, 2004 and 2003, respectively, and approximately $0.7 million for the nine months ended September 30, 2004 and 2003. Impairment of intangible assets represents a write-off of an acquired management contract during the nine months ended September 30, 2004 due to the resignation of the respective funds’ portfolio manager and the Company’s liquidation of the funds. Intangible assets primarily reflect PNC’s acquisition of BlackRock Financial Management, L.P. on February 28, 1995 and a management contract acquired in connection with the agreement and plan of merger of CORE Cap, Inc. with Anthracite Capital, Inc. (“Anthracite”), a BlackRock managed REIT, on May 15, 2000.

- 23 -

PART I — FINANCIAL INFORMATION (continued)

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

Assets Under Management

Assets under management (“AUM”) increased approximately $30.0 billion, or 10%, to $323.5 billion at September 30, 2004, compared with $293.5 billion at September 30, 2003. The growth in assets under management was primarily attributable to an increase of $33.0 billion, or 16%, in separate accounts, partially offset by a decrease of $3.1 billion, or 4%, in mutual fund assets.

The increase in separate accounts at September 30, 2004, as compared with September 30, 2003, was the result of net subscriptions of $22.1 billion and market appreciation of $10.9 billion. Net subscriptions were primarily attributable to fixed income sales, increased liquidity assets and subscriptions in alternative investment products, which were $23.5 billion, $2.0 billion and $0.8 billion, respectively, partially offset by net redemptions in equity and liquidity-securities lending separate accounts of $2.9 billion and $1.4 billion, respectively. The rise in fixed income separate account assets was attributable to new client sales and increased fundings from existing clients. The increase in liquidity assets represents enhanced cross-selling efforts with BlackRock’s institutional client base during the period and net subscriptions in alternative investment products relate primarily to the launch of a fixed income absolute return product during June 2004. Net redemptions of equity accounts largely reflected outflows in the Company’s international equity products. Market appreciation of $10.9 billion in separate accounts largely reflected appreciation earned on fixed income assets of $9.1 billion due to current income and declining interest rates and market appreciation in equity assets of $1.8 billion as equity markets improved during the period.

The $3.1 billion decrease in mutual fund assets since September 30, 2003 primarily reflected net redemptions of $3.5 billion. During the period, net redemptions in the BlackRock Liquidity Funds and the BlackRock Funds money market portfolios totaled $6.3 billion, which was partially offset by net subscriptions in BlackRock Closed-end Funds and BlackRock Funds and BlackRock Global Series fixed income portfolios of $1.9 billion and $0.9 billion, respectively. Liquidity mutual fund outflows are primarily attributable to the increase in the Federal Funds rate during the second quarter of 2004, which resulted in a temporary yield advantage for direct investments in the money markets versus mutual funds. Net subscriptions in BlackRock Closed-end Funds reflected the launch of $1.9 billion in closed-end fund assets since September 30, 2003, including the offering by the Company of the first three equity BlackRock Closed-end Funds, which raised $1.2 billion during the period. The BlackRock Funds and BlackRock Global Series fixed income portfolios had $0.9 billion in net subscriptions primarily due to strong relative investment performance.

AUM in the third quarter of 2004 increased $13.8 billion, or 4%, as compared to the second quarter of 2004, representing $7.3 billion in net subscriptions and $6.5 billion in market appreciation. The $7.3 billion in net subscriptions during the period primarily reflected $5.2 billion in fixed income separate account net subscriptions, net new business of $2.0 billion in liquidity separate accounts and liquidity institutional mutual funds (BlackRock Liquidity Funds) due to enhanced cross-selling efforts and a $0.9 million increase in alternative investment product AUM primarily associated with the Company’s new fixed income absolute return product. Asset inflows during the period were partially offset by $0.7 billion of net redemptions in equity separate accounts. Market appreciation during the third quarter of 2004 was primarily attributable to rises in fixed income separate account and mutual fund assets due to declining interest rates.

- 24 -

PART I — FINANCIAL INFORMATION (continued)

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

Assets Under Management (continued)

BlackRock, Inc.

Assets Under Management

(Dollar amounts in millions)

(unaudited)

	September 30,				December 31, 2003
	2004		2003
All Accounts
Fixed income	$	235,535	$	201,364	$	214,356
Liquidity		67,837		73,037		74,345
Equity		12,675		12,424		13,721
Alternative investment products		7,418		6,676		6,934
Total	$	323,465	$	293,501	$	309,356
Separate Accounts
Fixed income	$	211,075	$	178,390	$	190,432
Liquidity		7,703		5,707		5,855
Liquidity-Securities lending		8,636		9,996		9,925
Equity		8,129		9,143		9,443
Alternative investment products		7,418		6,676		6,934
Subtotal		242,961		209,912		222,589
Mutual Funds
Fixed income		24,460		22,974		23,924
Liquidity		51,498		57,334		58,565
Equity		4,546		3,281		4,278
Subtotal		80,504		83,589		86,767
Total	$	323,465	$	293,501	$	309,356

- 25 -

PART I — FINANCIAL INFORMATION (continued)

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

Assets Under Management (continued)

The following tables present the component changes in BlackRock’s assets under management for the three and nine months ended September 30, 2004 and 2003, respectively. The data reflects certain reclassifications to conform with the current period’s presentation.

BlackRock, Inc.

Component Changes in Assets Under Management

(Dollar amounts in millions)

(unaudited)

	Three months ended September 30,				Nine months ended September 30,
	2004		2003		2004			2003
All Accounts
Beginning assets under management	$	309,654	$	286,309	$	309,356		$	272,841
Net subscriptions		7,302		6,468		6,945			10,778
Market appreciation		6,509		724		7,164			9,882
Ending assets under management	$	323,465	$	293,501	$	323,465		$	293,501
Separate Accounts
Beginning assets under management	$	230,845	$	203,677	$	222,589		$	183,513
Net subscriptions		5,956		5,701		13,200			17,631
Market appreciation		6,160		534		7,172			8,768
Ending assets under management		242,961		209,912		242,961			209,912
Mutual Funds
Beginning assets under management		78,809		82,632		86,767			89,328
Net subscriptions (redemptions)		1,346		767		(6,255	)		(6,853	)
Market appreciation (depreciation)		349		190		(8	)		1,114
Ending assets under management		80,504		83,589		80,504			83,589
Total	$	323,465	$	293,501	$	323,465		$	293,501

- 26 -

PART I — FINANCIAL INFORMATION (continued)

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

Assets Under Management (continued)

BlackRock, Inc.

Assets Under Management

Quarterly Trend

(Dollar amounts in millions)

(unaudited)

	2003						2004									Nine months ended September 30, 2004
	September 30			December 31			March 31			June 30			September 30
Separate Accounts
Fixed Income
Beginning assets under management	$	174,480		$	178,390		$	190,432		$	202,055		$	199,762		$	190,432
Net subscriptions		3,700			9,842			7,141			1,365			5,201			13,707
Market appreciation (depreciation)		210			2,200			4,482			(3,658	)		6,112			6,936
Ending assets under management		178,390			190,432			202,055			199,762			211,075			211,075
Liquidity
Beginning assets under management		5,366			5,707			5,855			6,304			6,896			5,855
Net subscriptions		328			135			446			591			787			1,824
Market appreciation		13			13			3			1			20			24
Ending assets under management		5,707			5,855			6,304			6,896			7,703			7,703
Liquidity-Securities lending
Beginning assets under management		8,374			9,996			9,925			8,479			8,771			9,925
Net subscriptions (redemptions)		1,622			(71	)		(1,446	)		292			(135	)		(1,289	)
Ending assets under management		9,996			9,925			8,479			8,771			8,636			8,636
Equity
Beginning assets under management		9,105			9,143			9,443			9,003			8,790			9,443
Net redemptions		(334	)		(1,234	)		(684	)		(195	)		(748	)		(1,627	)
Market appreciation (depreciation)		372			1,534			244			(18	)		87			313
Ending assets under management		9,143			9,443			9,003			8,790			8,129			8,129
Alternative investment products
Beginning assets under management		6,352			6,676			6,934			6,342			6,626			6,934
Net subscriptions (redemptions)		385			237			(486	)		220			851			585
Market appreciation (depreciation)		(61	)		21			(106	)		64			(59	)		(101	)
Ending assets under management		6,676			6,934			6,342			6,626			7,418			7,418
Total Separate Accounts
Beginning assets under management		203,677			209,912			222,589			232,183			230,845			222,589
Net subscriptions		5,701			8,909			4,971			2,273			5,956			13,200
Market appreciation (depreciation)		534			3,768			4,623			(3,611	)		6,160			7,172
Ending assets under management	$	209,912		$	222,589		$	232,183		$	230,845		$	242,961		$	242,961

- 27 -

PART I — FINANCIAL INFORMATION (continued)

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

Assets Under Management (continued)

BlackRock, Inc.

Assets Under Management

Quarterly Trend

(Dollar amounts in millions)

(unaudited)

	2003						2004								Nine months ended September 30, 2004
	September 30			December 31			March 31		June 30			September 30
Mutual Funds
Fixed Income
Beginning assets under management	$	21,480		$	22,974		$	23,924	$	24,742		$	23,780		$	23,924
Net subscriptions (redemptions)		1,426			977			598		(264	)		270			604
Market appreciation (depreciation)		68			(27	)		220		(698	)		410			(68	)
Ending assets under management		22,974			23,924			24,742		23,780			24,460			24,460
Liquidity
Beginning assets under management		57,845			57,334			58,565		58,986			50,276			58,565
Net subscriptions (redemptions)		(512	)		1,225			420		(8,710	)		1,222			(7,068	)
Market appreciation		1			6			1		—			—			1
Ending assets under management		57,334			58,565			58,986		50,276			51,498			51,498
Equity
Beginning assets under management		3,307			3,281			4,278		4,761			4,753			4,278
Net subscriptions (redemptions)		(147	)		579			351		4			(146	)		209
Market appreciation (depreciation)		121			418			132		(12	)		(61	)		59
Ending assets under management		3,281			4,278			4,761		4,753			4,546			4,546
Total Mutual Funds
Beginning assets under management		82,632			83,589			86,767		88,489			78,809			86,767
Net subscriptions (redemptions)		767			2,781			1,369		(8,970	)		1,346			(6,255	)
Market appreciation (depreciation)		190			397			353		(710	)		349			(8	)
Ending assets under management	$	83,589		$	86,767		$	88,489	$	78,809		$	80,504		$	80,504

- 28 -

PART I — FINANCIAL INFORMATION (continued)

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

Assets Under Management (continued)

BlackRock, Inc.

Assets Under Management

Quarterly Trend

(Dollar amounts in millions)

(unaudited)

	2003						2004								Nine months ended September 30, 2004
	September 30			December 31			March 31		June 30			September 30
Mutual Funds
BlackRock Funds
Beginning assets under management	$	18,410		$	18,044		$	18,354	$	18,985		$	16,603		$	18,354
Net subscriptions (redemptions)		(385	)		57			427		(2,110	)		(391	)		(2,074	)
Market appreciation (depreciation)		19			253			204		(272	)		93			25
Ending assets under management		18,044			18,354			18,985		16,603			16,305			16,305
BlackRock Global Series
Beginning assets under management		589			794			838		1,026			1,293			838
Net subscriptions (redemptions)		193			(3	)		181		275			(21	)		435
Market appreciation (depreciation)		12			47			7		(8	)		27			26
Ending assets under management		794			838			1,026		1,293			1,299			1,299
BlackRock Liquidity Funds
Beginning assets under management		51,163			51,078			52,870		53,159			45,854			52,870
Net subscriptions (redemptions)		(85	)		1,792			289		(7,305	)		1,233			(5,783	)
Ending assets under management		51,078			52,870			53,159		45,854			47,087			47,087
Closed End
Beginning assets under management		11,723			12,920			13,961		14,552			14,233			13,961
Net subscriptions		1,038			944			449		111			433			993
Market appreciation (depreciation)		159			97			142		(430	)		229			(59	)
Ending assets under management		12,920			13,961			14,552		14,233			14,895			14,895
Other Commingled Funds
Beginning assets under management		747			753			744		767			826			744
Net subscriptions (redemptions)		6			(9	)		23		59			92			174
Ending assets under management		753			744			767		826			918			918
Total Mutual Funds
Beginning assets under management		82,632			83,589			86,767		88,489			78,809			86,767
Net subscriptions (redemptions)		767			2,781			1,369		(8,970	)		1,346			(6,255	)
Market appreciation (depreciation)		190			397			353		(710	)		349			(8	)
Ending assets under management	$	83,589		$	86,767		$	88,489	$	78,809		$	80,504		$	80,504

- 29 -

PART I — FINANCIAL INFORMATION (continued)

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

Operating results for the three months ended September 30, 2004 as compared with the three months ended September 30, 2003.

Revenue

Total revenue for the three months ended September 30, 2004 increased $20.7 million, or 14%, to $171.0 million, compared with $150.3 million for the three months ended September 30, 2003. Investment advisory and administration fees increased $14.5 million, or 11%, to $147.6 million for the three months ended September 30, 2004, compared with $133.0 million for the three months ended September 30, 2003. The increase in investment advisory and administration fees was due to increases in fees earned from separate accounts of $12.9 million, or 16%, and mutual funds of $1.6 million, or 3%. Other income of $23.4 million increased $6.1 million, or 36%, for the three months ended September 30, 2004, compared with $17.3 million for the three months ended September 30, 2003, primarily due to increased sales of BlackRock Solutions products and services.

	Three months ended September 30,				Variance
	2004		2003		Amount		%
Dollar amounts in thousands	(unaudited)
Investment advisory and administration fees:
Mutual funds	$	54,073	$	52,482	$	1,591	3.0	%
Separate accounts		93,482		80,555		12,927	16.0
Total investment advisory and administration fees		147,555		133,037		14,518	10.9
Other income		23,444		17,307		6,137	35.5
Total revenue	$	170,999	$	150,344	$	20,655	13.7	%

Mutual fund advisory and administration fees increased $1.6 million, or 3%, to $54.1 million for the three months ended September 30, 2004, compared with $52.5 million for the three months ended September 30, 2003. The increase in mutual fund revenue was primarily the result of an increase in closed-end fund revenue of $4.7 million, partially offset by decreases in BlackRock Liquidity Fund fees and BlackRock Funds fees of $2.2 million and $1.0 million, respectively. Since September 30, 2003, the Company has raised approximately $1.9 billion in new closed-end funds that resulted in the increase in closed-end fund revenue. The decrease in fees earned from the BlackRock Liquidity Funds during the third quarter of 2004 is primarily attributable to a decrease in average assets under management of approximately $4.9 billion, or 9%, as compared to the third quarter of 2003. The decrease in BlackRock Funds fees is primarily attributable to a decrease in average assets under management of approximately $1.2 billion, partially offset by a shift in asset mix from liquidity portfolios to higher fee earning fixed income portfolios.

- 30 -

PART I — FINANCIAL INFORMATION (continued)

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

Operating results for the three months ended September 30, 2004 as compared with the three months ended September 30, 2003.

Revenue (continued)

Separate account revenue increased $12.9 million, or 16%, to $93.5 million for the three months ended September 30, 2004, compared with $80.6 million for the three months ended September 30, 2003. Separate account base fees increased $14.8 million, or 19%, to $92.9 million for the three months ended September 30, 2004, compared with $78.2 million for the three months ended September 30, 2003, as a result of a $33.0 billion, or 16%, increase in separate account assets under management. Performance fees of $0.6 million for the three months ended September 30, 2004 decreased $1.9 million, compared with $2.4 million for the three months ended September 30, 2003. The decrease in performance fees was primarily attributable to alternative investment product performance fees related to investment returns on the Company’s fixed income hedge fund earned during the third quarter of 2003. The performance fees in 2003 were earned on assets raised during the latter half of 2003, not subject to the fixed income hedge fund’s high water mark.

	Three months ended September 30,				Variance
	2004		2003		Amount			%
Dollar amounts in thousands	(unaudited)
Mutual funds revenue
BlackRock Funds	$	16,289	$	17,255	$	(966	)	(5.6	)%
Closed End Funds		17,978		13,267		4,711		35.5
BlackRock Liquidity Funds		19,508		21,694		(2,186	)	(10.1	)
Other commingled funds		298		266		32		12.0
Total mutual funds revenue		54,073		52,482		1,591		3.0
Separate accounts revenue
Separate account base fees		92,943		78,152		14,791		18.9
Separate account performance fees		539		2,403		(1,864	)	NM
Total separate accounts revenue		93,482		80,555		12,927		16.0
Total investment advisory and administration fees		147,555		133,037		14,518		10.9
Other income		23,444		17,307		6,137		35.5
Total revenue	$	170,999	$	150,344	$	20,655		13.7	%

NM = Not meaningful.

- 31 -

PART I — FINANCIAL INFORMATION (continued)

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

Operating results for the three months ended September 30, 2004 as compared with the three months ended September 30, 2003. (continued)

Expense

Total expense rose $100.7 million to $193.4 million in the third quarter of 2004, compared with $92.7 million during the third quarter of 2003. The increase in expense for the quarter primarily reflects a $90.6 million charge associated with LTIP awards. Under the terms of the LTIP, awards fully vest if BlackRock’s average closing common stock price is at least $62 for any 3-month period beginning on or after January 1, 2005 and ending on or prior to March 30, 2007. Due to the strength of the Company’s stock price, which has recently traded in excess of $70 per share, the Company’s management has determined that full vesting of LTIP awards is probable and recorded a charge of $90.6 million during the quarter reflecting LTIP awards earned from the beginning of the LTIP’s service period, January 1, 2002, through September 30, 2004 and related payroll taxes. Based on the current level of LTIP awards outstanding and assuming full vesting remains probable, quarterly expense, during the period from October 1, 2004 through December 31, 2006, should approximate $13.1 million.

Exclusive of LTIP-related charges, total expense increased $10.1 million, or 11%, compared to $92.7 million during the three months ended September 30, 2003. The increase was attributable to increases in employee compensation and benefits, general and administration expense and fund administration and servicing expense paid to third parties, partially offset by a decrease in affiliated fund administration and servicing costs.

	Three months ended September 30,				Variance
	2004		2003		Amount			%
Dollar amounts in thousands	(unaudited)
Employee compensation and benefits	$	64,950	$	58,956	$	5,994		10.2	%
Long-Term Retention and Incentive Plan		90,606		—		90,606		NM
Fund administration and servicing costs
Affiliates		4,227		6,621		(2,394	)	(36.2	)
Other		4,050		1,223		2,827		231.2
General and administration		29,259		25,669		3,590		14.0
Amortization of intangible assets		283		231		52		22.5
Total expense	$	193,375	$	92,700	$	100,675		108.6	%

NM = Not meaningful.

- 32 -

PART I — FINANCIAL INFORMATION (continued)

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

Operating results for the three months ended September 30, 2004 as compared with the three months ended September 30, 2003. (continued)

Expense (continued)

The rise in employee compensation and benefits of $6.0 million, or 10%, primarily reflects a $5.1 million increase in salaries and benefits to support staffing needs and business growth and $1.2 million in stock-based compensation associated with restricted shares granted to employees during the fourth quarter of 2003. General and administration expense increased $3.6 million, or 14%, to $29.3 million during the three months ended September 30, 2004 compared to $25.7 million during the three months ended September 30, 2003 primarily due to increased professional fees of $1.9 million for legal and accounting services primarily related to mutual fund regulatory inquiries and Sarbanes-Oxley Act compliance activities, increased marketing and promotional costs of $0.5 million, increased occupancy of $0.5 million primarily due to lease escalations and increased foreign currency charges of $0.3 million related to the decline of the U.S. dollar. During the third quarter of 2004, fund administration and servicing expense paid to third parties of $4.1 million increased by $2.8 million compared to the third quarter of 2003 primarily due to increases in transfer agency related expenses associated with the BlackRock Funds and shareholder servicing fees related to new closed-end funds totaling $1.1 million and $1.0 million, respectively. The $2.4 million, or 36%, decrease in affiliated fund administration and servicing costs from $6.6 million during the three months ended September 30, 2003 to $4.2 million primarily relates to a restructuring of BlackRock’s co-administration agreements with PFPC Inc., an indirect, wholly-owned subsidiary of PNC.

	Three months ended September 30,				Variance
	2004		2003		Amount		%
Dollar amounts in thousands	(unaudited)
General and administration expense:
Marketing and promotional	$	7,823	$	7,303	$	520	7.1	%
Occupancy expense		6,066		5,598		468	8.4
Technology		4,771		4,436		335	7.6
Other general and administration		10,599		8,332		2,267	27.2
Total general and administration expense	$	29,259	$	25,669	$	3,590	14.0	%

- 33 -

PART I — FINANCIAL INFORMATION (continued)

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

Operating results for the three months ended September 30, 2004 as compared with the three months ended September 30, 2003. (continued)

Operating Income and Net Income

Operating loss was $22.4 million for the three months ended September 30, 2004 and includes a $90.6 million charge associated with awards granted under the LTIP. Exclusive of the LTIP charge, operating income for the three months ended September 30, 2004 increased $10.6 million, or 18%, compared with $57.6 million for the three months ended September 30, 2003. Non-operating income decreased $0.3 million, or 4%, to $5.7 million for the three months ended September 30, 2004 as compared with the three months ended September 30, 2003. The decline was primarily due to reduced investment income of $1.4 million associated with lower investment balances, partially offset by a reversal of interest expense associated with the Company’s obligation to acquire a subsidiary’s minority interest. The income tax benefit for the three months ended September 30, 2004 was $7.3 million, representing a 43.5% effective tax rate, compared to income tax expense of $23.6 million, representing an effective tax rate of 37.1%. The decrease in the Company’s effective tax rate is attributable to the net loss realized during the quarter. Net loss totaled $9.8 million for the three months ended September 30, 2004 and includes the LTIP charges, which resulted in an after tax impact of $57.1 million on third quarter 2004 earnings. Exclusive of the LTIP charge, net income increased $7.2 million, or 18%, compared with $40.1 million for the three months ended September 30, 2003.

- 34 -

PART I — FINANCIAL INFORMATION (continued)

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

Operating results for the nine months ended September 30, 2004 as compared with the nine months ended September 30, 2003.

Revenue

Total revenue for the nine months ended September 30, 2004 increased $99.6 million, or 23%, to $536.6 million, compared with $437.0 million for the nine months ended September 30, 2003. Investment advisory and administration fees increased $82.5 million, or 21%, to $469.9 million for the nine months ended September 30, 2004, compared with $387.4 million for the nine months ended September 30, 2003. The increase in investment advisory and administration fees was due to increases in fees earned from separate accounts of $66.7 million, or 28%, and mutual funds of $15.8 million, or 11%. Other income of $66.7 million increased $17.2 million, or 35%, for the nine months ended September 30, 2004 compared with $49.6 million for the nine months ended September 30, 2003 primarily due to increased sales of BlackRock Solutions products and services.

	Nine months ended September 30,				Variance
	2004		2003		Amount		%
Dollar amounts in thousands	(unaudited)
Investment advisory and administration fees:
Mutual funds	$	165,500	$	149,718	$	15,782	10.5	%
Separate accounts		304,386		237,697		66,689	28.1
Total investment advisory and administration fees		469,886		387,415		82,471	21.3
Other income		66,748		49,586		17,162	34.6
Total revenue	$	536,634	$	437,001	$	99,633	22.8	%

Mutual fund advisory and administration fees increased $15.8 million, or 11%, to $165.5 million for the nine months ended September 30, 2004, compared with $149.7 million for the nine months ended September 30, 2003. The increase in mutual fund revenue was primarily the result of increases in closed-end fund revenue and BlackRock Funds fees of $15.4 million and $2.6 million, respectively, partially offset by a $2.3 million decrease in fees earned from the BlackRock Liquidity Funds. Since September 30, 2003, the Company has raised approximately $1.9 billion in new closed-end funds which resulted in the rise in closed-end fund revenue. The increase in BlackRock Funds fees is primarily attributable to a shift in asset mix from liquidity portfolios to higher fee earning fixed income portfolios. The decline in BlackRock Liquidity Funds fees is primarily attributable to a decrease in average assets under management of approximately $2.1 billion due to increases in the Federal Funds rate during the period.

- 35 -

PART I — FINANCIAL INFORMATION (continued)

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

Operating results for the nine months ended September 30, 2004 as compared with the nine months ended September 30, 2003. (continued)

Revenue (continued)

Separate account revenue increased $66.7 million, or 28%, to $304.4 million for the nine months ended September 30, 2004, compared with $237.7 million for the nine months ended September 30, 2003. Separate account base fees increased $39.8 million, or 17%, to $270.4 million for the nine months ended September 30, 2004, compared with $230.6 million for the nine months ended September 30, 2003, as a result of a $33.0 billion, or 16%, increase in separate account assets under management. Performance fees of $34.0 million for the nine months ended September 30, 2004 increased $26.9 million compared with $7.1 million for the nine months ended September 30, 2003. The increase in performance fees was primarily related to fees earned on the Company’s fixed income hedge fund, which exceeded its high water mark during the second quarter of 2004, fees earned from a collateralized debt obligation fund (“CDO”) and several separate accounts. The CDO performance fee, which totaled $7.9 million, represents a portion of returns realized by its investors since the CDO’s inception in January 2001 and, therefore, is not indicative of future CDO performance fees.

	Nine months ended September 30,				Variance
	2004		2003		Amount			%
Dollar amounts in thousands	(unaudited)
Mutual funds revenue
BlackRock Funds	$	53,128	$	50,497	$	2,631		5.2	%
Closed End Funds		52,252		36,881		15,371		41.7
BlackRock Liquidity Funds		59,281		61,547		(2,266	)	(3.7	)
Other commingled funds		839		793		46		5.8
Total mutual funds revenue		165,500		149,718		15,782		10.5
Separate accounts revenue
Separate account base fees		270,427		230,622		39,805		17.3
Separate account performance fees		33,959		7,075		26,884		NM
Total separate accounts revenue		304,386		237,697		66,689		28.1
Total investment advisory and administration fees		469,886		387,415		82,471		21.3
Other income		66,748		49,586		17,162		34.6
Total revenue	$	536,634	$	437,001	$	99,633		22.8	%

NM = Not meaningful.

- 36 -

PART I — FINANCIAL INFORMATION (continued)

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

Operating results for the nine months ended September 30, 2004 as compared with the nine months ended September 30, 2003. (continued)

Expense

Total expense rose $156.2 million to $426.7 million in the nine months ended September 30, 2004 compared with $270.5 million in the nine months ended September 30, 2003. The increase in expense for the period primarily reflects a $90.6 million charge associated with LTIP awards. Exclusive of LTIP-related charges, total expense increased $65.6 million, or 24%, compared to $270.5 million during the nine months ended September 30, 2003. The increase was attributable to increases in employee compensation and benefits, general and administration expense, fund administration and servicing expense paid to third parties and the recognition of a $6.1 million impairment charge on the Company’s intangible assets, partially offset by a decrease in affiliated fund administration and servicing costs.

	Nine months ended September 30,				Variance
	2004		2003		Amount			%
Dollar amounts in thousands	(unaudited)
Employee compensation and benefits	$	212,637	$	170,161	$	42,476		25.0	%
Long-Term Retention and Incentive Plan		90,606		—		90,606		NM
Fund administration and servicing costs
Affiliates		14,243		20,250		(6,007	)	(29.7	)
Other		10,412		3,130		7,282		232.7
General and administration		91,921		76,244		15,677		20.6
Amortization of intangible assets		746		694		52		7.5
Impairment of intangible assets		6,097		—		6,097		NM
Total expense	$	426,662	$	270,479	$	156,183		57.7	%

NM = Not meaningful.

- 37 -

PART I — FINANCIAL INFORMATION (continued)

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

Operating results for the nine months ended September 30, 2004 as compared with the nine months ended September 30, 2003. (continued)

Expense (continued)

Higher employee compensation and benefits expense primarily reflects increased salary and incentive compensation expense, including an increase in direct incentives associated with alternative investment product performance fees and the gain on the Company’s sale of its interest in Trepp LLC totaling $13.0 million and $7.0 million, respectively, $13.1 million in salaries and benefits to support staffing needs, a $5.4 million increase in incentive compensation reflecting operating income growth and $3.7 million in stock-based compensation related to restricted stock granted to employees during the fourth quarter of 2003. General and administration expense increased $15.7 million, or 21%, to $91.9 million during the nine months ended September 30, 2004, compared to $76.2 million during the nine months ended September 30, 2003 primarily due to increases in marketing and promotional, occupancy and other expenses of $5.0 million, $1.0 million and $9.3 million, respectively. During the nine months ended September 30, 2004, marketing and promotional expense of $25.7 million increased $5.0 million, or 24%, compared to $20.7 million during the nine months ended September 30, 2003 primarily due to closed-end fund launches and increased institutional marketing activities. Occupancy expense increased $1.0 million, or 6%, from $16.6 million during the nine months ended September 30, 2003 to $17.6 million during the current period primarily due to lease escalations. Other expense of $34.7 million increased $9.3 million, or 37%, during the nine months ended September 30, 2004 compared to $25.4 million during the nine months ended September 30, 2003 primarily due to increased professional fees of $5.8 million for legal and accounting services primarily related to mutual fund regulatory inquiries and Sarbanes-Oxley compliance activities, a $2.1 million increase in subadvisory fees related to performance fees earned on a CDO during 2004 and a $0.8 million rise in foreign currency charges related to the decline of the U.S. dollar. In February 2004, the portfolio manager of BlackRock’s long-short equity hedge funds resigned from the Company. As a result, BlackRock commenced an orderly liquidation of these hedge funds and recognized a $6.1 million impairment charge representing the carrying value of the funds’ acquired management contract. After adjusting for the benefit of a $2.7 million performance fee, the funds’ liquidation resulted in an after-tax loss of approximately $2.0 million. During the period, fund administration and servicing expense paid to third parties of $10.4 million increased by $7.3 million compared to the nine months ended September 30, 2003 due to increases in shareholder servicing fees related to new closed-end funds and transfer agency related expenses associated with the BlackRock Funds totaling $3.3 million and $3.2 million, respectively. The $6.0 million, or 30%, decrease in affiliated fund administration and servicing costs from $20.3 million during the nine months ended September 30, 2003 to $14.2 million primarily relates to a restructuring of BlackRock’s co-administration agreements with PFPC Inc.

	Nine months ended September 30,				Variance
	2004		2003		Amount		%
Dollar amounts in thousands	(unaudited)
General and administration expense:
Marketing and promotional	$	25,663	$	20,679	$	4,984	24.1	%
Occupancy expense		17,633		16,611		1,022	6.2
Technology		13,933		13,540		393	2.9
Other general and administration		34,692		25,414		9,278	36.5
Total general and administration expense	$	91,921	$	76,244	$	15,677	20.6	%

- 38 -

PART I — FINANCIAL INFORMATION (continued)

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

Operating results for the nine months ended September 30, 2004 as compared with the nine months ended September 30, 2003. (continued)

Operating Income and Net Income

Operating income was $110.0 million for the nine months ended September 30, 2004 and includes a $90.6 million charge associated with awards granted under the LTIP. Exclusive of the LTIP charge, operating income for the nine months ended September 30, 2004 increased $34.1 million, or 20%, compared with $166.5 million for the nine months ended September 30, 2003. Operating margin for the nine months ended September 30, 2004, which reflects the Company’s LTIP funding obligation, decreased 4.3% to 36.0% from 40.3% during the comparable period in 2003. The Company’s LTIP funding obligation reduced the Company’s operating margin by approximately 3% during the nine months ended September 30, 2004 and is expected to reduce operating margins by approximately 1.5% through the end of the LTIP’s service period, December 31, 2006, based on recent historical results. Non-operating income increased $9.6 million, or 55%, to $27.0 million for the nine months ended September 30, 2004 as compared with the nine months ended September 30, 2003. The increase was primarily due to the recognition of a $12.9 million gain on the Company’s sale of its interest in Trepp LLC, partially offset by decreased securities gains of $2.5 million and reduced investment income of $0.6 million associated with lower investment balances. Income tax expense was $39.3 million and $69.9 million, representing effective tax rates of 28.7% and 38.0% for the nine months ended September 30, 2004 and September 30, 2003, respectively. The decline in the Company’s effective tax rate is primarily attributable to a previously disclosed net income benefit of approximately $8.7 million, associated with the resolution of an audit performed by New York State on the Company’s state income tax returns filed from 1998 through 2001. Net income totaled $93.4 million for the nine months ended September 30, 2004 and includes the LTIP’s after tax impact of $57.1 million on year-to-date earnings. Exclusive of the LTIP charge, net income increased $36.4 million, or 32%, compared with $114.0 million for the nine months ended September 30, 2003.

Liquidity and Capital Resources

BlackRock meets its working capital requirements through cash generated by its operating activities. Cash provided by the Company’s operating activities totaled $143.5 million for the period ended September 30, 2004, including a $121.0 million net payment of the Company’s 2003 incentive compensation programs. BlackRock expects that cash flows provided by operating activities will continue to serve as the principal source of working capital for the near future.

Net cash flow provided by investing activities was $3.5 million for the nine months ended September 30, 2004, primarily consisting of $12.4 million in net investment sales and a $6.4 million increase in the Company’s cash and cash equivalents due to its consolidation of a joint venture under Financial Accounting Standards Board Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities,” partially offset by $15.2 million in capital expenditures largely related to investments in technology. During the nine months ended September 30, 2004, the Company sold several municipal bonds, its investment in the BlackRock Funds GNMA Portfolio and seed investments in several closed-end funds for approximately $111.8 million and sold its equity interest in Trepp LLC for approximately $11.5 million, which was partially offset by $109.5 million in seed investments of new product offerings, three of which represent consolidated investments to the Company.

- 39 -

PART I — FINANCIAL INFORMATION (continued)

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

Operating results for the nine months ended September 30, 2004 as compared with the nine months ended September 30, 2003. (continued)

Liquidity and Capital Resources (continued)

In August 2004, the Company entered into a definitive agreement with MetLife, Inc. (MetLife) to acquire SSRM Holdings Inc. (SSRM), the holding company of State Street Research & Management Company and SSR Realty Advisors, Inc., from MetLife for $375 million in cash and stock.

Under the terms of the transaction, which has been approved by the Boards of Directors of BlackRock and MetLife, MetLife will receive at closing $325 million in cash and $50 million of BlackRock class A common stock. The Company has estimated it will finance approximately $200 million of the purchase price and is reviewing financing alternatives. The remaining purchase price is expected to be funded with cash ($379.4 million at September 30, 2004) at closing.

Closing is expected in early 2005 pending required regulatory and SSRM mutual fund shareholder approvals and satisfaction of other customary closing conditions.

Net cash flow used in financing activities was $84.5 million for the nine months ended September 30, 2004 and primarily represented treasury stock activity and the payment of $47.7 million in dividends. During January 2004, BlackRock’s Board of Directors approved a two million share repurchase program. Pursuant to the repurchase program, the Company may make repurchases from time to time as market conditions warrant in open market or privately negotiated transactions at the discretion of the Company’s management. The authority to purchase 310,000 shares available under pre-existing programs terminated with the approval of this program. In addition to authorizing the new share repurchase program, the Board of Directors also approved a management stock buy-back (the Management Buy-Back) that authorized BlackRock to purchase shares owned by senior management through the repurchase program. Shares repurchased by the Company under the Management Buy-Back reduced the current two million share repurchase authorization. Eligible participants elected to sell an aggregate of 690,575 shares which, based on BlackRock’s average closing price for the five days ended January 28, 2004, approximated $40.4 million. In addition, the Company repurchased approximately 115,000 shares under the program in open market transactions for approximately $6.7 million through September 30, 2004. During October 2004, the Company repurchased approximately 110,000 shares in open market transactions for approximately $7.8 million and, as a result, the Company is currently authorized to repurchase approximately 1.1 million shares under its repurchase program. Cash paid in the repurchase program was partially offset by the receipt of $13.3 million by the Company due to the exercise of employee stock options during the nine months ended September 30, 2004.

Total capital at September 30, 2004 was $743.7 million and was primarily comprised of stockholders’ equity.

Contractual Obligations and Commercial Commitments

The Company leases its primary office space under agreements that expire through 2017. In connection with certain lease agreements, the Company is responsible for escalation payments.

In the ordinary course of business, BlackRock enters into contracts (purchase obligations) with third parties pursuant to which the third parties provide services to or on behalf of BlackRock. Purchase obligations represent executory contracts which are either noncancelable or cancelable with penalty. At September 30, 2004, the Company’s obligations primarily reflected shareholder servicing arrangements related to client investments in the BlackRock Closed-end Funds, subadvisory agreements and standard service contracts with third parties for portfolio, market data and office services.

- 40 -

PART I — FINANCIAL INFORMATION (continued)

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

Operating results for the nine months ended September 30, 2004 as compared with the nine months ended September 30, 2003. (continued)

Contractual Obligations and Commercial Commitments (continued)

In many of the contracts, BlackRock agrees to indemnify the third party service provider under certain circumstances. The terms of the indemnity vary from contract to contract and the amount of indemnification liability, if any, cannot be determined.

In connection with the management contract acquired on May 15, 2000 associated with the agreement and plan of merger of CORE Cap, Inc. with Anthracite, a BlackRock managed REIT, the Company recorded an $8.0 million liability using an imputed interest rate of 10%, the prevailing interest rate on the date of acquisition. For the three and nine months ended September 30, 2004, the related expense was $0.1 million and $0.4 million, respectively. At September 30, 2004, the future commitment under the agreement is $6.5 million. If Anthracite’s management contract with BlackRock is terminated, not renewed or not extended for any reason other than cause, Anthracite would remit to the Company all future payments due under this obligation.

The Company has entered into a commitment to invest $5.3 million in Carbon Capital II, Inc., an alternative investment fund sponsored by BlackRock, which remained unfounded at September 30, 2004.

On April 30, 2003, the Company purchased 80% of the outstanding equity interests of an investment manager of a hedge fund of funds for approximately $4.1 million in cash. Additionally, the Company has committed to purchase the remaining equity of the investment manager on March 31, 2008, subject to certain acceleration provisions. The purchase price of this remaining interest is performance-based and is not subject to a maximum, minimum or the continued employment of former employees of the investment manager with the Company. Based on the current performance of the investment manager, the Company’s obligation, if settled at September 30, 2004, would be approximately $2.8 million.

Summary of Commitments (unaudited):

	Total		2004		2005		2006		2007		2008		Thereafter
(Dollar amounts in thousands)
Lease Commitments	$	208,106	$	2,849	$	13,434	$	15,376	$	15,337	$	15,304	$	145,806
Purchase Obligations		20,221		3,093		6,751		5,881		3,647		849		0
Acquired Management Contract		6,500		—		1,500		1,000		1,000		1,000		2,000
Investment Commitments		5,255		5,255		—		—		—		—		—
Acquisition Forward Commitment		2,800		2,800		—		—		—		—		—
Total Commitments	$	242,882	$	13,997	$	21,685	$	22,257	$	19,984	$	17,153	$	147,806

- 41 -

PART I — FINANCIAL INFORMATION (continued)

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

Critical Accounting Policies

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Management considers the following accounting policies critical to an informed review of BlackRock’s consolidated financial statements. A summary of additional accounting policies is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

Investments

Readily Marketable Securities

The accounting method used for the Company’s readily marketable securities is dependent upon the Company’s ownership level. If the Company does not possess significant influence over the issuer’s operations, the securities are classified as trading or available for sale, depending on the Company’s ability and intent to hold the security. If BlackRock holds significant influence over the issuer of a readily marketable equity security, the investment is accounted for under the equity method of accounting and included in investments, other. Management’s conclusion that the Company holds significant influence over an issuer whose security was previously classified as an available for sale security has a significant impact on the Company’s net income due to the related accounting treatment. Under the equity method, the Company’s share of the investee’s net income is recorded in investment income (expense), net, while unrealized gains and losses on available for sale securities are recorded in the accumulated other comprehensive income or loss component of stockholders’ equity until the securities are sold. Accumulated gross unrealized losses on September 30, 2004 on readily marketable available for sale securities were approximately $0.3 million.

Nonmarketable Equity Securities

Items classified as investments, other, are accounted for using the cost or equity methods of accounting. If the Company has significant influence over the investee’s operations, the equity method of accounting is used and the Company’s share of the investee’s net income is recorded as investment income (expense), net, for alternative investment products and other income for operating joint ventures. If the Company does not maintain significant influence over the investee’s operations, the cost method of accounting is used. Under the cost method of accounting, investment income is recognized as received or upon the sale of the security. Therefore, management’s conclusion that BlackRock holds significant influence over an issuer has a significant impact on the Company’s net income. Unrealized gains (losses) related to investments accounted for under the cost method during the three and nine months ended September 30, 2004 totaled approximately ($0.3) million and $0.2 million, respectively.

Impairment of Securities

Management periodically assesses impairment on investments to determine if it is other than temporary.

- 42 -

PART I — FINANCIAL INFORMATION (continued)

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

Critical Accounting Policies (continued)

Impairment of Securities (continued)

Several of the Company’s available for sale investments represent interests in collateralized debt obligations for which the Company acts in the capacity of collateral manager. The Company reviews cash flow estimates throughout the life of each collateralized debt obligation to determine if an impairment charge is required to be taken through current earnings. If the updated estimate of future cash flows (taking into account both timing and amount) is less than the last revised estimate, an impairment is recognized based on the excess of the carrying amount of the investment over its fair value.

In evaluating impairments on all other available for sale and other securities, the Company considers the length of time and the extent to which the security’s market value, if determinable, has been less than its cost, the financial condition and near-term prospects of the security’s issuer and the Company’s intended holding period for the security.

BlackRock, Inc. Long Term Retention and Incentive Plan (LTIP)

The LTIP permits the grant of up to $240 million in deferred compensation awards (the “LTIP Awards”), subject to the achievement of certain performance hurdles by the Company no later than March 2007. As of September 30, 2004, the Company has awarded approximately $207 million in LTIP Awards. If the performance hurdles are achieved, up to $200 million of the LTIP Awards will be funded with up to 4 million shares of BlackRock common stock to be surrendered by The PNC Financial Services Group, Inc. (“PNC”) and distributed to LTIP participants, less income tax withholding. Shares attributable to value in excess of PNC’s $200 million LTIP funding requirement will be available to support the Company’s future long-term retention and incentive programs but are not subject to surrender by PNC until the programs are approved by the Compensation Committee of the Company’s Board of Directors. In addition, shares distributed to LTIP participants will include an option to put such distributed shares back to BlackRock at fair market value. BlackRock will fund the remainder of the LTIP Awards with up to $40 million in cash.

Under the terms of the LTIP, awards fully vest if BlackRock’s average closing common stock price is at least $62 for any 3-month period beginning on or after January 1, 2005 and ending on or prior to March 30, 2007. An alternative performance hurdle provides for partial vesting of the LTIP based on specific targets for the Company’s earnings growth and relative stock price performance to peers over the term of the LTIP, subject to the authority of the Company’s Compensation Committee to reduce the amount of awards vested under the LTIP.

Due to the strength in the Company’s stock price, which has traded in excess of $70 per share, the Company’s management has determined that full vesting of Plan awards is probable and recorded a charge of $90.6 million during the period reflecting Plan awards earned through September 30, 2004 and related payroll taxes. Based on the current level of Plan awards outstanding and assuming full vesting remains probable, quarterly expense, during the period from October 1, 2004 through December 31, 2006 should be approximately $13.1 million.

- 43 -

PART I — FINANCIAL INFORMATION (continued)

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

Critical Accounting Policies (continued)

Income Taxes

The Company accounts for income taxes under the liability method prescribed by Statement of Financial Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation generally is provided on the straight-line method over the estimated useful lives of the various classes of property and equipment. Accelerated methods are used for income tax purposes. Leasehold improvements are amortized using the straight-line method over their estimated useful lives or lease terms, whichever is shorter. A change in an asset class’s estimated useful life by management would have a significant impact on the Company’s depreciation expense (approximately $5.1 million and $14.7 million for the three and nine months ended September 30, 2004, respectively) due to the concentration of the Company’s property and equipment in relatively short-lived assets (useful lives of three to five years). A summary of the estimated useful lives used, by asset class, is included in Note 3 in the Notes to the Consolidated Financial Statements included in the Company’s 2003 Annual Report on Form 10-K.

- 44 -

PART I — FINANCIAL INFORMATION (continued)

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

Related Party Transactions

The Company provides investment advisory and administration services to the BlackRock Funds, BlackRock Liquidity Funds, the BlackRock Closed-end Funds and other commingled funds.

Revenues for services provided to these mutual funds are as follows:

	Three months ended September 30,				Nine months ended September 30,
	2004		2003		2004		2003
(Dollar amounts in thousands)	(unaudited)
Investment advisory and administration fees:
BlackRock Open-end Funds:
PNC	$	7,185	$	9,642	$	25,347	$	29,758
Other		9,104		7,613		27,781		20,739
BlackRock Closed-end Funds - Other		17,978		13,267		52,252		36,881
BlackRock Liquidity Funds
PNC		3,817		3,279		10,025		9,699
Other*		15,691		18,415		49,256		51,848
STIF - PNC		264		266		796		793
	$	54,039	$	52,482	$	165,457	$	149,718

* Includes the International Dollar Reserve Fund I, Ltd., a Cayman Islands open-ended limited liability company.

The Company provides investment advisory and administration services to certain PNC subsidiaries, Nomura Asset Management Co., Ltd. (“Nomura”), a strategic joint venture partner, and affiliates of Nomura for a fee, based on assets under management. In addition, the Company provides risk management and private client services to PNC.

Revenues for such services are as follows:

	Three months ended September 30,				Nine months ended September 30,
	2004		2003		2004		2003
(Dollar amounts in thousands)	(unaudited)
Investment advisory and administration fees:
Separate accounts – Nomura	$	2,237	$	3,210	$	6,542	$	9,505
Separate accounts – PNC		1,588		2,092		5,026		5,660
Private client services – PNC		1,387		1,381		4,271		4,144
Other income-risk management – PNC		1,250		1,250		3,750		3,750
	$	6,462	$	7,933	$	19,589	$	23,059

- 45 -

PART I — FINANCIAL INFORMATION (continued)

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

Related Party Transactions (continued)

Total revenue earned by BlackRock for providing asset management and other services to PNC subsidiaries or PNC-related accounts for the three month periods ended September 30, 2004 and 2003 totaled approximately $15.5 million and $17.9 million, respectively, and, for the nine months ended September 30, 2004 and 2003 totaled approximately $49.2 million and $53.8 million, respectively.

PNC subsidiaries and PNC-related accounts had the following investments in BlackRock sponsored mutual funds or separate accounts.

	September 30,
	2004		2003
(Dollar amounts in millions)	(unaudited)
BlackRock Open-end Funds	$	7,396	$	10,119
BlackRock Liquidity Funds		10,234		8,316
STIF		748		753
Separate accounts		11,541		12,425
	$	29,919	$	31,613

The Company has entered into various memoranda of understanding and administration agreements with affiliates of PNC pursuant to which the Company pays administration fees for certain commingled funds and service fees for PNC Advisors’ (PNC’s wealth management business) clients invested in the BlackRock Funds.

PNC also provides general and administration services to the Company. Charges for such services were based on actual usage or on defined formulas that, in management’s view, resulted in reasonable allocations. Additionally, the Company has entered into subadvisory and consulting agreements with Nomura and an entity whose President and Chief Executive Officer serves on the Company’s Board of Directors.

Aggregate expenses included in the consolidated financial statements for transactions with related parties are as follows:

	Three months ended September 30,				Nine months ended September 30,
	2004		2003		2004		2003
(Dollar amounts in thousands)	(unaudited)
Fund administration and servicing costs	$	4,227	$	6,621	$	14,243	$	20,250
General and administration		1,082		1,343		3,332		4,487
General and administration-consulting		399		443		3,485		1,344
	$	5,708	$	8,407	$	21,060	$	26,081

- 46 -

PART I — FINANCIAL INFORMATION (continued)

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

Related Party Transactions (continued)

Additionally, an indirect wholly owned subsidiary of PNC acts as a financial intermediary associated with the sale of back-end loaded shares of certain BlackRock funds. This entity finances broker sales commissions and receives all associated sales charges.

Included in accounts receivable was approximately $2.9 million and $9.8 million at September 30, 2004 and December 31, 2003, respectively, which primarily represent investment and administration services provided to Nomura, PNC subsidiaries and affiliates.

Receivable from affiliates was approximately $21.6 million and $0.1 million at September 30, 2004 and December 31, 2003, respectively. These amounts primarily represent deferred income taxes receivable.

Payable to affiliates was approximately $33.6 million and $40.7 million at September 30, 2004 and December 31, 2003, respectively. These amounts primarily represent income taxes payable and accrued fund administration and servicing costs.

Interest Rates

The value of assets under management is affected by, among other things, changes in interest rates. Since BlackRock derives the majority of its revenues from investment advisory fees based on the value of assets under management, BlackRock’s revenues may be adversely affected by changing interest rates. In a period of rising interest rates, BlackRock’s assets under management would likely be negatively affected by reduced asset values and increased redemptions.

Inflation

The majority of BlackRock’s revenues are based on the value of assets under management. There is no predictable relationship between the rate of inflation and the value of assets under management by BlackRock, except as inflation may affect interest rates. BlackRock does not believe inflation will significantly affect its compensation costs, as they are substantially variable in nature. However, the rate of inflation may affect BlackRock’s expenses such as information technology and occupancy costs. To the extent inflation results in rising interest rates and has other effects upon the securities markets, it may adversely affect BlackRock’s results of operations by reducing BlackRock’s assets under management, revenues or otherwise.

Forward Looking Statements

This report and other documents filed by BlackRock include 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 “believe,” “expect,” “anticipate,” “intend,” “estimate,” “position,” “target,” “mission,” “assume,” “achievable,” “potential,” “strategy,” “goal,” “objective,” “plan,” “aspiration,” “outlook,” “outcome,” “continue,” “remain,” “maintain,” “strive,” “trend” and variations of such words 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.

- 47 -

PART I — FINANCIAL INFORMATION (continued)

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

Forward Looking Statements (continued)

In addition to factors previously disclosed in BlackRock’s Securities and Exchange Commission (the “SEC”) reports and those identified elsewhere in this quarterly report, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes 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; (3) the relative and absolute 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; (14) the impact of changes to tax legislation and, generally, the tax position of the Company; (15) changes in circumstances affecting the expense recognition of BlackRock’s LTIP; and (16) the closing of the Company’s acquisition of SSRM Holdings, Inc.

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.

- 48 -

PART I — FINANCIAL INFORMATION (continued)

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of its business, BlackRock is exposed to the risk of interest rate, securities market and general economic fluctuations.

BlackRock’s investments consist primarily of BlackRock funds, private investment funds and debt securities. Occasionally, BlackRock invests in new mutual funds or advisory accounts (seed investments) sponsored by BlackRock in order to provide investable cash to the new mutual fund or advisory account to establish a performance history. As of September 30, 2004, the carrying value of seed investments was $132.0 million. The carrying value of BlackRock’s other investments, available for sale, included in the mutual funds total, as stated below, was $49.7 million as of September 30, 2004 and represents an investment in the Low Duration Bond Portfolio of the BlackRock Funds. These investments expose BlackRock to equity price risk. BlackRock does not hold any derivative securities to hedge its investments. The following table summarizes the fair values of the investments and provides a sensitivity analysis of the estimated carrying values of all financial instruments subject to equity price risk, assuming a 10% increase or decrease in equity prices:

	Carrying Value		Carrying value assuming 10% increase in market price		Carrying value assuming 10% decrease in market price
September 30, 2004
Mutual funds	$	14,718	$	16,190	$	13,246
Equity securities		10,333		11,366		9,300
Total investments, trading		25,051		27,556		22,546
Mutual funds		53,669		59,036		48,302
Collateralized debt obligations		12,583		13,841		11,325
Total investments, available for sale		66,252		72,877		59,627
Other
Equity method		72,937		80,231		65,643
Cost method		28,038		30,842		25,234
Fair value		27,986		30,785		25,187
Total investments, other		128,961		141,858		116,064
Total investments	$	220,264	$	242,291	$	198,237
December 31, 2003
Mutual funds	$	10,648	$	11,713	$	9,583
Equity securities		8,021		8,823		7,219
Total investments, trading		18,669		20,536		16,802
Mutual funds		78,226		86,049		70,403
Collateralized debt obligations		15,822		17,404		14,240
Total investments, available for sale		94,048		103,453		84,643
Mutual funds		5,801		6,381		5,221
Other
Equity method		30,288		33,317		27,259
Cost method		9,139		10,053		8,225
Total investments, other		45,228		49,751		40,705
Total investments	$	157,945	$	173,740	$	142,151

- 49 -

PART I — FINANCIAL INFORMATION (continued)

Item 3. Quantitative and Qualitative Disclosures About Market Risk (continued)

At September 30, 2004, investments, trading, and investments, other, with carrying values of approximately $14.7 million and $23.8 million, respectively, reflects investments by BlackRock with respect to senior employee elections under the Company’s deferred compensation plans. Therefore, any change in the carrying value of these investments is offset by a corresponding change in the related deferred compensation liability.

The following table summarizes the carrying value of the Company’s investments in municipal debt and U.S. Treasury securities, which expose BlackRock to interest rate risk, at September 30, 2004 and December 31, 2003. The table also provides a sensitivity analysis of the estimated carrying value of these financial instruments, assuming 100 basis point upward and downward parallel shifts in the yield curve:

	Carrying Value		Carrying value assuming +100 basis point shift		Carrying value assuming - 100 basis point shift
September 30, 2004
U.S. Treasury securities	$	20,249	$	18,441	$	22,302
December 31, 2003
Municipal debt securities	$	76,978	$	70,099	$	84,414

- 50 -

PART I — FINANCIAL INFORMATION (continued)

Item 4. Controls and Procedures

BlackRock’s management, with the participation of BlackRock’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of BlackRock’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, BlackRock’s Chief Executive Officer and Chief Financial Officer have concluded that BlackRock’s disclosure controls and procedures were effective as of September 30, 2004.

During the third quarter of 2004, the Company’s Management Committee established several product and infrastructure-based operating committees to assist the Management Committee in conducting firmwide operations. There were no other changes in BlackRock’s internal controls over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, BlackRock’s internal controls over financial reporting.

- 51 -

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

As previously disclosed, BlackRock has received subpoenas from various federal and state governmental and regulatory authorities and various information requests from the Securities and Exchange Commission in connection with industry-wide investigations of mutual fund matters. BlackRock is continuing to cooperate fully in these matters.

BlackRock and persons to whom BlackRock may have indemnification obligations, in the normal course of business, are subject to various pending and threatened lawsuits, in which claims for monetary damages are asserted. Management, after consultation with legal counsel, does not currently anticipate that the aggregate liability, if any, arising out of such lawsuits will have a material adverse effect on BlackRock’s financial position, although at the present time, management is not in a position to determine whether any such pending or threatened litigation will have a material adverse effect on BlackRock’s results of operations in any future reporting period.

- 52 -

PART II — OTHER INFORMATION (continued)

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

(c) During the three months ended September 30, 2004, the Company made the following purchases of its equity securities that are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.

	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs 1
July 1, 2004 through July 31, 2004	2,6302	$	64.15	—	1,195,225
August 1, 2004 through August 31, 2004	1,5332	$	62.75	—	1,195,225
September 1, 2004 through September 30, 2004	—		—	—	1,195,225
Total	4,163	$	63.63	—

¹ On January 21, 2004, the Company announced a two million share repurchase program. The Company is currently authorized to repurchase approximately 1.2 million shares under this repurchase program.

² Represents purchases made by the Company to satisfy income tax withholding obligations of certain employees.

- 53 -

PART II — OTHER INFORMATION (continued)

Item 6. Exhibits

Exhibit No.	Description
3.1 (1)	Amended and Restated Certificate of Incorporation of the Registrant.
3.2 (8)	Amended and Restated Bylaws of the Registrant.
3.3 (8)	Amendment No. 1 to the Amended and Restated Bylaws of the Registrant.
3.4 (8)	Amendment No. 2 to the Amended and Restated Bylaws of the Registrant.
4.1 (1)	Specimen of Common Stock Certificate (per class).
4.2 (1)	Amended and Restated Stockholders Agreement, dated September 30, 1999, by and among the Registrant, PNC Asset Management, Inc. and certain employees of the Registrant and its affiliates.
4.3 (9)	Amendment No. 1 to the Amended and Restated Stockholders Agreement, dated October 10, 2002, by and among the Registrant, PNC Asset Management, Inc. and certain employees of the Registrant and its affiliates.
10.1 (1)	Tax Disaffiliation Agreement, dated October 6, 1999, among the Registrant, PNC Asset Management, Inc. and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.
10.2 (1)	1999 Stock Award and Incentive Plan. +
10.3 (1)	1999 Annual Incentive Performance Plan. +
10.4 (1)	Nonemployee Directors Stock Compensation Plan. +
10.5 (1)	Initial Public Offering Agreement, dated September 30, 1999, among the Registrant, The PNC Financial Services Group, Inc., formerly PNC Bank Corp., and PNC Asset Management, Inc.
10.6 (1)	Registration Rights Agreement, dated October 6, 1999, among the Registrant, PNC Asset Management, Inc. and certain holders of class B common stock of the Registrant.
10.7 (1)	Services Agreement, dated October 6, 1999, between the Registrant and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.
10.8 (2)	BlackRock, Inc. Amended and Restated Long-Term Deferred Compensation Plan. +
10.9 (2)	BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan. +
10.10 (3)	Agreement of Lease, dated May 3, 2000, between 40 East 52nd Street L.P. and the Registrant.
10.11 (4)	Amendment No. 1 to the 1999 Stock Award and Incentive Plan. +
10.12 (4)	Amendment No. 1 to the BlackRock, Inc. Amended and Restated Long-Term Deferred Compensation Plan. +
10.13 (4)	Amendment No. 1 to the BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan. +
10.14 (5)	Agreement of Lease, dated September 4, 2001, between 40 East 52nd Street L.P. and the Registrant.
10.15 (6)	BlackRock, Inc. 2001 Employee Stock Purchase Plan. +
10.16 (11)	Amended and Restated BlackRock, Inc. Voluntary Deferred Compensation Plan. +
10.17 (11)	Amended and Restated BlackRock, Inc. Involuntary Deferred Compensation Plan. +
10.18 (7)	Amendment No. 2 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan. +
10.19 (9)	BlackRock, Inc. 2002 Long Term Retention and Incentive Plan. +
10.20 (9)	Share Surrender Agreement, dated October 10, 2002, among the Registrant, PNC Asset Management, Inc., and The PNC Financial Services Group, Inc.

- 54 -

PART II — OTHER INFORMATION (continued)

Item 6. Exhibits

Exhibit No.	Description
10.21 (9)	Employment Agreement, between the Registrant and Laurence D. Fink, dated October 10, 2002. +
10.22 (9)	Amendment No. 1 to the Initial Public Offering Agreement, dated October 10, 2002, among The PNC Financial Services Group, Inc., PNC Asset Management, Inc. and the Registrant.
10.23 (9)	Amendment No. 1 to the Registration Rights Agreement, dated October 10, 2002, among the Registrant, PNC Asset Management, Inc. and certain holders of class B common stock of the Registrant.
10.24 (11)	Amended and Restated 1999 Annual Incentive Performance Plan. +
10.25 (10)	The PNC Financial Services Group, Inc.’s Incentive Savings Plan, as amended as of January 1, 2001. +
10.26 (10)	First Amendment to The PNC Financial Services Group, Inc.’s Incentive Savings Plan. +
10.27 (10)	Second Amendment to The PNC Financial Services Group, Inc.’s Incentive Savings Plan. +
10.28 (12)	Third, Fourth and Fifth Amendments to The PNC Financial Services Group, Inc.’s Incentive Savings Plan. +
10.29 (14)	First Amendment to the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan. +
10.30 (15)	Agreement of Lease, dated July 29, 2004, between Park Avenue Plaza Company L.P. and the Registrant.
10.31 (15)	Letter Agreement, dated July 29, 2004, amending the Agreement of Lease between Park Avenue Plaza Company L.P. and the Registrant.
10.32 (16)	Stock Purchase Agreement among MetLife, Inc., Metropolitan Life Insurance Company, SSRM Holdings, Inc. BlackRock, Inc. and BlackRock Financial Management, Inc., dated August 25, 2004
10.33	Form of Restricted Stock Agreement under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.
10.34	Form of BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan Award Agreement. +
21.1 (13)	Subsidiaries of the Registrant.
31.1	Section 302 Certification of Chief Executive Officer.
31.2	Section 302 Certification of Chief Financial Officer.
32.1	Section 906 Certification of Chief Executive Officer and Chief Financial Officer.

(1) Incorporated by Reference to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-78367), as amended, originally filed with the Securities and Exchange Commission on May 13, 1999.

(2) Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-32406), originally filed with the Securities and Exchange Commission on March 14, 2000.

(3) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended March 31, 2000.

(4) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2000.

(5) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2001.

(6) Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-68670), originally filed with the Securities and Exchange Commission on August 30, 2001.

(7) Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-68666), originally filed with the Securities and Exchange Commission on August 30, 2001.

(8) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2003.

(9) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2002.

- 55 -

PART II — OTHER INFORMATION (continued)

Item 6. Exhibits

(10	)	Incorporated by reference to The PNC Financial Services Group, Inc.’s Annual Report on Form 10-K (Commission File No. 001-9718) for the year ended December 31, 2002.
(11	)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K (Commission File No. 001-15305) for the year ended December 31, 2002.
(12	)	Incorporated by reference to the PNC Financial Services Group, Inc.’s Annual Report on Form 10-K (Commission File No. 001-9718) for the year ended December 31, 2003.
(13	)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K (Commission File No. 001-15305) for the year ended December 31, 2003.
(14	)	Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended March 31, 2004.
(15	)	Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended June 30, 2004.
(16	)	Incorporated by Reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K (Commission File No. 001-15305) filed on August 30, 2004.
+		Denotes compensatory plan.

- 56 -

SIGNATURES

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

	BLACKROCK, INC.
	(Registrant)
Date: November 5, 2004	By:	/s/ Paul L. Audet
		Paul L. Audet Managing Director & Chief Financial Officer

- 57 -

EXHIBIT INDEX

Exhibit No.	Description
3.1 (1)	Amended and Restated Certificate of Incorporation of the Registrant.
3.2 (8)	Amended and Restated Bylaws of the Registrant.
3.3 (8)	Amendment No. 1 to the Amended and Restated Bylaws of the Registrant.
3.4 (8)	Amendment No. 2 to the Amended and Restated Bylaws of the Registrant.
4.1 (1)	Specimen of Common Stock Certificate (per class).
4.2 (1)	Amended and Restated Stockholders Agreement, dated September 30, 1999, by and among the Registrant, PNC Asset Management, Inc. and certain employees of the Registrant and its affiliates.
4.3 (9)	Amendment No. 1 to the Amended and Restated Stockholders Agreement, dated October 10, 2002, by and among the Registrant, PNC Asset Management, Inc. and certain employees of the Registrant and its affiliates.
10.1 (1)	Tax Disaffiliation Agreement, dated October 6, 1999, among the Registrant, PNC Asset Management, Inc. and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.
10.2 (1)	1999 Stock Award and Incentive Plan. +
10.3 (1)	1999 Annual Incentive Performance Plan. +
10.4 (1)	Nonemployee Directors Stock Compensation Plan. +
10.5 (1)	Initial Public Offering Agreement, dated September 30, 1999, among the Registrant, The PNC Financial Services Group, Inc., formerly PNC Bank Corp., and PNC Asset Management, Inc.
10.6 (1)	Registration Rights Agreement, dated October 6, 1999, among the Registrant, PNC Asset Management, Inc. and certain holders of class B common stock of the Registrant.
10.7 (1)	Services Agreement, dated October 6, 1999, between the Registrant and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.
10.8 (2)	BlackRock, Inc. Amended and Restated Long-Term Deferred Compensation Plan. +
10.9 (2)	BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan. +
10.10 (3)	Agreement of Lease, dated May 3, 2000, between 40 East 52nd Street L.P. and the Registrant.
10.11 (4)	Amendment No. 1 to the 1999 Stock Award and Incentive Plan. +
10.12 (4)	Amendment No. 1 to the BlackRock, Inc. Amended and Restated Long-Term Deferred Compensation Plan. +
10.13 (4)	Amendment No. 1 to the BlackRock International, Ltd. Amended and Restated Long-Term Deferred Compensation Plan. +
10.14 (5)	Agreement of Lease, dated September 4, 2001, between 40 East 52nd Street L.P. and the Registrant.
10.15 (6)	BlackRock, Inc. 2001 Employee Stock Purchase Plan. +
10.16 (11)	Amended and Restated BlackRock, Inc. Voluntary Deferred Compensation Plan. +
10.17 (11)	Amended and Restated BlackRock, Inc. Involuntary Deferred Compensation Plan. +
10.18 (7)	Amendment No. 2 to the BlackRock, Inc. 1999 Stock Award and Incentive Plan. +
10.19 (9)	BlackRock, Inc. 2002 Long Term Retention and Incentive Plan. +
10.20 (9)	Share Surrender Agreement, dated October 10, 2002, among the Registrant, PNC Asset Management, Inc., and The PNC Financial Services Group, Inc.
10.21 (9)	Employment Agreement, between the Registrant and Laurence D. Fink, dated October 10, 2002. +
10.22 (9)	Amendment No. 1 to the Initial Public Offering Agreement, dated October 10, 2002, among The PNC Financial Services Group, Inc., PNC Asset Management, Inc. and the Registrant.
10.23 (9)	Amendment No. 1 to the Registration Rights Agreement, dated October 10, 2002, among the Registrant, PNC Asset Management, Inc. and certain holders of class B common stock of the Registrant.
10.24 (11)	Amended and Restated 1999 Annual Incentive Performance Plan. +

EXHIBIT INDEX (continued)

Exhibit No.	Description
10.25 (10)	The PNC Financial Services Group, Inc.’s Incentive Savings Plan, as amended as of January 1, 2001. +
10.26 (10)	First Amendment to The PNC Financial Services Group, Inc.’s Incentive Savings Plan. +
10.27 (10)	Second Amendment to The PNC Financial Services Group, Inc.’s Incentive Savings Plan. +
10.28 (12)	Third, Fourth and Fifth Amendments to The PNC Financial Services Group, Inc.’s Incentive Savings Plan. +
10.29 (14)	First Amendment to the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan. +
10.30 (15)	Agreement of Lease, dated July 29, 2004, between Park Avenue Plaza Company L.P. and the Registrant.
10.31 (15)	Letter Agreement, dated July 29, 2004, amending the Agreement of Lease between Park Avenue Plaza Company L.P. and the Registrant.
10.32 (16)	Stock Purchase Agreement among MetLife, Inc., Metropolitan Life Insurance Company, SSRM Holdings, Inc. BlackRock, Inc. and BlackRock Financial Management, Inc., dated August 25, 2004
10.33	Form of Restricted Stock Agreement under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.
10.34	Form of BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan Award Agreement. +
21.1 (13)	Subsidiaries of the Registrant.
31.1	Section 302 Certification of Chief Executive Officer.
31.2	Section 302 Certification of Chief Financial Officer.
32.1	Section 906 Certification of Chief Executive Officer and Chief Financial Officer.

(1) Incorporated by Reference to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-78367), as amended, originally filed with the Securities and Exchange Commission on May 13, 1999.

(2) Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-32406), originally filed with the Securities and Exchange Commission on March 14, 2000.

(3) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended March 31, 2000.

(4) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2000.

(5) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2001.

(6) Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-68670), originally filed with the Securities and Exchange Commission on August 30, 2001.

(7) Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-68666), originally filed with the Securities and Exchange Commission on August 30, 2001.

(8) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2003.

(9) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2002.

(10) Incorporated by reference to The PNC Financial Services Group, Inc.’s Annual Report on Form 10-K (Commission File No. 001-9718) for the year ended December 31, 2002.

(11) Incorporated by reference to the Registrant’s Annual Report on Form 10-K (Commission File No. 001-15305) for the year ended December 31, 2002.

(12) Incorporated by reference to the PNC Financial Services Group, Inc.’s Annual Report on Form 10-K (Commission File No. 001-9718) for the year ended December 31, 2003.

(13) Incorporated by reference to the Registrant’s Annual Report on Form 10-K (Commission File No. 001-15305) for the year ended December 31, 2003.

(14) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended March 31, 2004.

(15) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended June 30, 2004.

(16) Incorporated by Reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K (Commission File No. 001-15305) filed on August 30, 2004.

+ Denotes compensatory plan.

EX-10.33

Exhibit 10.33

BLACKROCK, INC.

1999 STOCK AWARD AND INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

Name of Grantee:	_____________
Restricted Stock:	shares of Class A Common Stock, $0.01 par value, of BlackRock, Inc. (the “Shares”)
Grant Date:
Dates Upon Which
Restrictions Lapse:	% of the Shares, on
	% of the Shares, on
	% of the Shares, on
	% of the Shares, on

*            *            *            *             *            *            *             *

This Restricted Stock Agreement (this “Agreement”) is executed and delivered as of the Grant Date set forth above by and between BlackRock, Inc., a Delaware company, and its successors (the “Company”) and the Grantee set forth above. The Grantee and the Company hereby agree as follows:

1. Definitions. For all purposes in this Agreement, the following terms shall have the respective meanings set forth in this Section 1.

(a) “Acceleration Event” shall occur if (i), at the sole discretion of the Company’s Incumbent Management Committee, upon the vote of a majority of the Incumbent Management Committee to accelerate the Company’s 2002 Long-Term Retention and Incentive Plan, which vote shall occur six months following the Termination of Employment of the Chief Executive Officer of the Company for Deficient Opportunity or by the Company other than for Cause, death or Disability, if, within 60 days following such termination, a successor chief executive officer of the Company fails to assume office who is either (A) a member of the Incumbent Management Committee or (B) a person approved by a majority of the Incumbent Management Committee, or (ii) any stock options granted under the Plan shall vest and become fully vested pursuant to Section 3.3(b)(1) of the Initial Public Offering Agreement made and entered into as of September 30, 1999, by and among The PNC Financial Services Group, Inc. (“PNC”), PNC Asset Management, Inc., and the Company, as amended (the “IPO Agreement”). For purposes of clause (ii), if no stock options are outstanding under the Plan, but if such options had been outstanding and would have become vested and exercisable pursuant to Section 3.3(b)(1) of the IPO Agreement, then an Acceleration Event shall be deemed to have occurred.

(b) “Affiliate” means any corporation, partnership, joint venture, association, organization or other person or entity that is directly or indirectly through one or more

intermediaries, controlling, controlled by or under common control with the person or entity specified.

(c) “Cause” means (i) “Cause” as defined in any Individual Agreement, or (ii) if there is no such Individual Agreement or if such Individual Agreement does not define “Cause”: (A) a material breach by the Grantee of any written policies of the Company or any Affiliate required by law or established to maintain compliance with applicable law; (B) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct by the Grantee against the Company or any Affiliate or any client of the Company or an Affiliate; (C) conviction (including a plea of nolo contendere) of the Grantee for the commission of a felony that could, in the Company’s reasonable judgment, impair the Grantee’s ability to perform his or her duties or adversely affect the Company’s or any Affiliate’s business or reputation; or (D) entry of any order against the Grantee by any governmental body having regulatory authority with respect to the Company’s or any Affiliate’s business, which order relates to or arises out of the Grantee’s employment or service relationship with the Company or any Affiliate. Unless otherwise provided in an Individual Agreement with respect to for Cause terminations, a determination of Cause under the Plan only may be made by the Company’s Chief Executive Officer and a majority of the members of the Management Committee (excluding the Grantee, if applicable).

(d) “Committee” means the Compensation Committee of the Board of Directors of the Company.

(e) “Deficient Opportunity” means (i) “Deficient Opportunity” as defined in any Individual Agreement for the Chief Executive Officer, or (ii) if there is no such Individual Agreement or if such Individual Agreement does not define “Deficient Opportunity,” without the written consent of the Chief Executive Officer: (x) any action by the Company which results in a material diminution in the Chief Executive Officer’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, excluding for this purpose any action not taken in bad faith and which is remedied by the Company promptly after receipt of notice given by the Chief Executive Officer; (y) any failure by the Company to provide to the Chief Executive Officer any compensation and benefits to which the Chief Executive Officer is entitled, other than a failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Chief Executive Officer; or (z) the Company’s requiring the Chief Executive Officer to be based in any city other than the city in which the Chief Executive Officer is employed at the commencement of the Chief Executive Officer’s tenure as Chief Executive Officer. The Chief Executive Officer’s mental or physical incapacity following the occurrence of an event described above in any of clauses (x), (y) or (z) shall not affect the Chief Executive Officer’s ability to terminate employment for Deficient Opportunity. The Chief Executive Officer shall be entitled to such additional procedural protections as may be provided in any Individual Agreement.

(f) “Disability” means (i) “Disability” as defined in any Individual Agreement, or (ii) if there is no Individual Agreement or the Individual Agreement does not define Disability, the Grantee’s physical or mental incapacity constituting disability, as determined under the Company’s Long-Term Disability Plan applicable to the Grantee, which, in any event, does or is reasonably expected to continue for at least six months.

(g) “Fair Market Value” as of a particular date, means the average of the high and low sales price per Share as of such date.

(h) “Incumbent Management Committee” means the Management Committee of the Company as it existed at such time as (i) the condition or event giving rise to the Chief Executive Officer’s termination of employment for Deficient Opportunity arose or (ii) the Chief Executive Officer’s termination of employment other than for Cause, death or Disability occurs.

(i) “Individual Agreement” means an employment, consulting or similar agreement between a Grantee and the Company or any Subsidiary or Affiliate of the Company.

(j) “Management Committee” means that committee consisting of (i) the Chief Executive Officer of the Company, (ii) the president of the Company and (iii) not less than five managing directors of the Company designated from time to time by the Chief Executive Officer of the Company and the president of the Company to serve on such committee.

(k) “Plan” shall mean the 1999 Stock Award and Incentive Plan, as amended.

(l) “Retirement” means retirement, as the Management Committee shall determine from time to time.

(m) “Subsidiary” means any corporation, partnership, joint venture or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.

(n) “Termination of Employment” means the termination of an individual’s employment with, or performance of services for, the Company or any Subsidiary or Affiliate. An individual employed by, or performing services for, any Subsidiary or an Affiliate also shall be deemed to incur a Termination of Employment if the Subsidiary or Affiliate ceases to be a Subsidiary or Affiliate, as the case may be, and the individual does not immediately thereafter become an employee of, or service-provider for, the Company or another Subsidiary or Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and any Subsidiary or Affiliate shall not be considered Terminations of Employment.

In addition, certain other terms used herein have definitions given to them in the first place in which they are used.

2. Grant. The Company, pursuant to the Plan, which is incorporated herein by reference, and subject to the terms and conditions thereof, grants to the Grantee as of the Grant Date the above-mentioned Shares.

3. Restricted Period. From the Grant Date until the date on which the restrictions applicable to Shares shall lapse (each such period, a “Restricted Period”) as indicated above, the Grantee may not sell, assign, transfer, donate, pledge or otherwise dispose of Shares subject to a Restricted Period. Following the lapse of each Restricted Period, the Shares that are no longer restricted will be delivered to the Grantee on or promptly following such date.

4. Termination of Employment. The Restricted Period shall immediately lapse if Grantee’s Termination of Employment is by reason of death, Disability, Retirement, or if Grantee incurs a Termination of Employment as a result of a termination by the Company, the Affiliate or the Subsidiary, as applicable, of his employment without Cause. All Shares held by the Grantee subject to a Restricted Period shall otherwise be forfeited upon the Grantee’s Termination of Employment for any other reason.

5. Voting; Dividends. During the Restricted Period, the Grantee shall have the right to vote Shares and to receive any dividends or distributions paid on such Shares.

6. Withholding and Other Taxes. The Grantee may be required to make arrangements satisfactory to the Company or the applicable Affiliate or Subsidiary to enable it to satisfy withholding taxes and other tax obligations relating to the Shares and any amounts or property paid with respect thereto. Payment of such requirements may be made (i) in cash, (ii) by the Company retaining or not issuing such number of Shares as have a Fair Market Value at the time the Grantee becomes subject to income tax equal to the minimum necessary amount of tax to be withheld, or (iii) any combination of (i) and (ii) above.

7. Acceleration Events. Notwithstanding any other provision of the Plan or this Agreement to the contrary, any restrictions applicable to the Shares shall lapse and the Shares shall be fully vested upon the occurrence of an Acceleration Event.

8. Grantee’s Covenants and Acknowledgements. In order to induce the Company to enter into this Agreement, Grantee hereby covenants and acknowledges to the Company as follows:

(a) Non-Disclosure. Grantee may not, during or subsequent to Grantee’s employment with the Company or any of its Affiliates, without the prior written consent of the Company, use, divulge, disclose, or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information (as defined below) pertaining to the business of the Company or any of its Affiliates except (i) while employed by the Company or any of its Affiliates, in the business of and for the benefit of the Company or any of its Affiliates, or (ii) when required to do so by a court of competent jurisdiction or regulatory body. In the event that Grantee becomes compelled by an order of a court to disclose any Confidential Information, Grantee is required to provide the Company with prompt, prior written notice and to disclose only that portion of the Confidential Information which is legally required.

For purposes of this Agreement, “Confidential Information” shall mean any non-public information (whether oral, written or contained on computer systems) relating to the business or the affairs of the Company and its Affiliates or of any client of the Company or of any of its Affiliates, whether obtained from the Company or any of its Affiliates, any client of the Company or any of its Affiliates or known by the Grantee as a consequence of or through the Grantee’s relationship with the Company or any of its Affiliates, whether obtained before or after the date Grantee executes this Award Agreement and whether obtained from an entity which was not a Company Affiliate at the time such information became available but which is now or late becomes an Affiliate of the Company. Such information includes but is not limited to non-public information concerning the financial data, strategic or financial plans, business plans, proprietary project information, marketing plans, future transactions (regardless of whether or not such transactions are executed), customer lists, employee lists, employees’ salary and other compensation, partners’ compensation, and other proprietary and confidential information of the Company, the Company’s Affiliates or any of their clients, that, in any case, is not otherwise available to the public. Confidential Information includes information encompassed in drawings, designs, plans, proposals, reports, research, marketing and sales

plans, financial information, costs, quotations, specification sheets and recording media. Confidential Information also includes information which relates directly or indirectly to the computer systems and computer technology of the Company and its Affiliates, including but not limited to source codes, object codes, reports, flow charts, screens, algorithms, use manuals, installation and/or operation manuals, computer software, spreadsheets, data computations, formulas, techniques, databases, and any other form or compilation of computer-related information.

It is the policy of the Company not to use or accept any Confidential Information of third parties, including former employers of the Grantee. Grantee shall not disclose such Confidential Information of third parties to the Company or any of its Affiliates, their employees, agents, or independent contractors, or to any other third party, and shall not use such Confidential Information of third parties while employed by the Company or any of its Affiliates, unless the Grantee has obtained and presented to the Company the appropriate authorizations for such use or disclosure from such third parties and has also obtained the Company’s approval of such use or disclosure.

The Company and its Affiliates may, from time to time, enter into agreements and/or business relationships with third party vendors and/or suppliers of information as a result of which Grantee may have access to Confidential Information proprietary to such third parties (“Third Party Confidential Information”). The use and disclosure by the Grantee of Third Party Confidential Information shall be governed by the terms and conditions of this Agreement and shall be in strict compliance with any existing agreement between the Company or any of its Affiliates and the third parties to hold such information confidential. Prior to using any Third Party Confidential Information, Grantee is required to inquire whether and to what extent the use of such Third Party Confidential Information is governed by an existing agreement.

The Company and its Affiliates may at times develop appropriate information barriers to assure that restricted information related to a client of the Company or an Affiliate of the Company is not improperly communicated or disclosed to other employees within the Company and its Affiliates. If the Grantee has reason to believe that he or she is subject to any information barrier, the Grantee is required to inquire of the human resources or compliance department as to the applicability and terms of any such information barrier.

Grantee agrees that the Company is the exclusive owner of any business-related ideas, products, materials, discoveries, inventions, computer programs, research, writing or other work products developed by the Grantee that are in the scope of, or otherwise related to the business of the Company or its Affiliates. Whenever requested to do so by the Company, Grantee shall execute any and all applications, assignments, or other instruments that the Company deems necessary to apply for and obtain patents or copyrights in the United States or any foreign country or otherwise protect the Company’s interest therein. Such obligations shall continue beyond the termination of Grantee’s employment with the Company with respect to business-related ideas, products, materials, discoveries, inventions, computer programs, research, writing or other work products developed, conceived or made by Grantee during the term of the Grantee’s employment with the Company. Further, Grantee agrees that such obligation will be binding on Grantee’s assigns, executors, administrators and other legal representatives. Grantee is required to return to the Company all Confidential Information (including all reproductions thereof whether on computer diskette or otherwise) furnished to or otherwise in their possession immediately upon request or their resignation or termination from employment.

(b) Non-Solicitation of Clients, etc. Grantee shall not, for a period of one year immediately following the termination of his or her employment, whether on his or her own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly, (i) call on, interfere with, solicit or assist in soliciting the business of any “Client” or “Prospective Client” or (ii) accept business from, or enter into a relationship with, any such “Client” or “Prospective Client”, with whom the Grantee has had personal contact or dealings on behalf of the Company or its Affiliates during the one year period immediately preceding the termination of his or her employment or with whom employees reporting to the Grantee has had personal contact or dealings on behalf of the Company or its Affiliates during the one year period immediately preceding the termination of his or her employment.

For purposes of this Agreement, the term “Client” shall mean any person, firm, company, or other organization to whom the Company or any of its Affiliates has supplied services, products or professional advice, and “Prospective Client” shall mean any person, firm, company or other organization with whom the Company or any of its Affiliates has had negotiations or discussions regarding the possible supply of products or services, or with respect to whom the Company or any of its Affiliates has expended significant time, effort or money in developing a bid or proposal for the supply of products or services.

(c) Non-Enticement of Employees; No Hire. Grantee shall not, during his or her employment and for a period of one (1) year following the termination of such employment, either on his or her own account or in conjunction with or on behalf of any other person, company, business entity or other organization whatsoever, directly or indirectly (i) induce, solicit, entice or procure any person who is an employee of the Company or any of its Affiliates to leave such employment or (ii) accept into employment, hire or otherwise engage or use the services of, or actively interfere with the Company’s or any Affiliates’ relationship with, any person who is an employee of the Company or any of its Affiliates or who was an employee of the Company or any of its Affiliates during the period commencing one (1) year prior to the termination of his or her employment.

(d) Non-Disparagement; No Conflicts. Grantee shall not at any time during or subsequent to his or her employment with the Company or any of its Affiliates, criticize, speak ill of, disparage or make false statements in respect of the Company, its Affiliates or any of their employees; provided, however, that the Grantee shall not be prohibited from making truthful statements about the Company or any of its Affiliates. The Grantee also shall not, during the course of employment with the Company or any of its Affiliates take any action which conflicts with (or appears to conflict with) the Company’s or any of its Affiliates’ business interests except if ordered to do so by a court or government agency.

(e) Enforceability. The Company and the Grantee agree that in the event that any one or more of the terms and conditions set forth in this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining terms and conditions will not in any way be affected or impaired thereby. Moreover, if any one or more of the terms and conditions contained in this Agreement are held to be excessively broad as to duration, scope, activity or subject, such terms and conditions will be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law.

9. Forfeiture. In the event of any breach by the Grantee of the Company’s Confidentiality and Employment Policy, as it may be amended from time to time (the “Confidentiality Policy”), or the provisions of Section 8 by the Grantee, the Company shall have the right, if such conduct or activity occurs within one year following the most recent date upon which restrictions on Shares lapse, to require the Grantee to repay to the Company the value of the Shares (based on the Fair Market Value of the Shares on each date upon which the restrictions lapsed, including for this purpose accelerated vesting pursuant to Section 4 or 7). Such repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in common stock of the Company or cash or a combination thereof (based upon the Fair Market Value of the common stock of the Company on the day of payment), and the Committee may provide for an offset to any future payments owed by the Company or any Subsidiary or Affiliate to the Grantee, if necessary, to satisfy the repayment obligation. The determination of whether a Grantee has engaged in a breach of the Confidentiality Policy or Section 8 shall be determined by the Committee in good faith and in its sole discretion. Upon the occurrence of an Acceleration Event, the provisions of this Section 9 shall be inapplicable to the Grantee.

10. Incorporation by Reference. The obligation of the Company to deliver any stock under this Agreement is specifically subject to all provisions of the Plan and all applicable laws, rules, regulations and governmental and stockholder approvals.

11. Notice. Any notice by the Grantee to the Company hereunder shall be in writing and shall be deemed duly given only upon receipt thereof by the Company at its principal offices. Any notice by the Company to the Grantee shall be in writing and shall be deemed duly given if mailed to the Grantee at the address last specified to the Company by the Grantee.

12. Amendment. This Agreement may be amended or modified at any time only by an instrument in writing signed by each of the parties hereto.

13. Binding; Successors. This Agreement shall apply to and bind the Grantee and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.

14. Headings. The headings of sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions hereof.

15. Governing Law. The validity and construction of this Agreement shall be governed by the laws of the State of Delaware (excluding any conflict of law, rule or principle of Delaware law that might refer the governance, construction or interpretation of this Agreement to the laws of another state).

16. Notices. Any notice required or permitted to be given under the Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:

If to the Company:

BlackRock, Inc.

40 E. 52nd

New York, New York 10022

Attn: Robert Connolly, General Counsel

If to the Grantee:

To the last address delivered to the Company by the Grantee in the manner set forth herein.

17. Entire Agreement. The Agreement and the Plan constitute the entire agreement among the parties relating to the subject matter hereof, and any previous agreement or understanding among the parties with respect thereto is superseded by this Agreement and the Plan.

18. Counterparts. This Agreement may be executed in two counterparts, each of which shall constitute one and the same instrument.

*        *        *        *        *

This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are hereby incorporated herein as provisions of this Agreement. If there is a conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan will govern.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized representative and the Grantee has hereunto set his hand as of the Grant Date.

BLACKROCK, INC.

By:                                                                                                  

    Name:

    Title:

Grantee (Please Print):

EX-10.34

Exhibit 10.34

BlackRock, Inc.

2002 Long-Term Retention and Incentive Plan

Award Agreement

                                          (the “Award Holder”)

                                          (the “Award”)

                                          Grant Date

Pursuant to the terms and conditions of this agreement (the “Award Agreement”) and the 2002 Long-Term Retention and Incentive Plan (the “Plan”), for good and valuable consideration, receipt of which is hereby acknowledged, BlackRock, Inc. (the “Company”) hereby grants to the Award Holder (set forth above), the Award (set forth above) in connection with the Award Holder’s retention as an employee and as compensation for services to be rendered hereafter.

SECTION 1. Definitions

For all purposes in this Award Agreement, the following terms shall have the respective meanings set forth in this Section 1.

(a) “Acceleration Event” may occur until the latest date that the Performance Goals may be achieved upon the first to occur of the following: (i) at the sole discretion of the Incumbent Management Committee, upon the vote of a majority of the Incumbent Management Committee to accelerate the Plan, which vote shall occur six months following the Termination of Employment of the Chief Executive Officer of the Company (the “Chief Executive Officer”) by the Chief Executive Officer for Deficient Opportunity or by the Company other than for Cause, death or Disability, if, within 60 days following the Termination of Employment of the Chief Executive Officer, a successor Chief Executive Officer of the Company fails to assume office within 30 days following the Termination of Employment of the chief executive officer who is either (A) a member of the Incumbent Management Committee or (B) a person approved by a majority of the Incumbent Management Committee; or (ii) the awards granted under the Plan are fully vested pursuant to Section 3.3(b)(1) of the Initial Public Offering Agreement made and entered into as of September 30, 1999 by and among The PNC Financial Services Group, Inc. (“PNC”), PNC Asset Management, Inc., a Delaware corporation and an indirect wholly owned subsidiary of PNC, and the Company, as amended.

(b) “Affiliate” means any corporation, partnership, joint venture, association, organization or other person or entity that is directly or indirectly through one or more intermediaries, controlling, controlled by or under common control with the person or entity specified.

(c) “Board” means the Board of Directors of the Company.

(d) “Business Day” shall mean any day other than Saturday, Sunday or any other day on which banks in the State of New York are required by law to be closed.

(e) “Cause” means (i) “Cause” as defined in any Individual Agreement, or (ii) if there is no such Individual Agreement or if such Individual Agreement does not define “Cause”:

(A) a material breach by the Award Holder of any written policies of the Company or any Affiliate required by law or established to maintain compliance with applicable law; (B) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct by the Award Holder against the Company or any Affiliate or any client of the Company or an Affiliate; (C) conviction (including a plea of nolo contendere) of the Award Holder for the commission of a felony that could, in the Company’s reasonable judgment, impair the Award Holder’s ability to perform his or her duties or adversely affect the Company’s or any Affiliate’s business or reputation; or (D) entry of any order against the Award Holder by any governmental body having regulatory authority with respect to the Company’s or any Affiliate’s business, which order relates to or arises out of the Award Holder’s employment or service relationship with the Company or any Affiliate. Unless otherwise provided in an Individual Agreement with respect to for Cause terminations, a determination of Cause under the Plan only may be made by the Company’s Chief Executive Officer and a majority of the members of the Management Committee (excluding the Award Holder, if applicable).

(f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(g) “Committee” means the Compensation Committee of the Company or such other committee of the Board as the Board may from time to time designate, which shall be composed of not less than two directors, and shall be appointed and serve at the pleasure of the Board; provided that no member of the Compensation Committee that is an employee of the Company may vote on any matter relating to the grant or vesting of any Award granted under the Plan. Notwithstanding the foregoing, following the effectiveness of any applicable law or regulation, including, without limitation, any stock exchange regulation restricting PNC’s designees to the Board from serving on the Compensation Committee the “Committee” shall thereafter be comprised of all the members of the Board who are not employees of the Company, it being understood that under these circumstances the Compensation Committee would make non-binding recommendations to the Committee on all matters relating to the administration of the Plan.

(h) “Common Stock” means Class A common stock, par value $.01 per share, of the Company and Class B common stock, par value $.01 per share, of the Company.

(i) “Company” means BlackRock, Inc., a Delaware corporation, and its successors.

(j) “Company Peer Group” means those companies reported in the Merrill Lynch, Pierce, Fenner & Smith Incorporated Asset Manager Valuation Report (Alliance Capital Management Holding L.P.; Affiliated Managers Group, Inc.; AMVESCAP PLC; Franklin Resources, Inc.; BlackRock, Inc.; Eaton Vance Corp.; Federated Investors, Inc.; Gabelli Asset Management Inc.; Janus Capital Group; John Nuveen Co.; Legg Mason, Inc.; Neuberger Berman Inc.; T. Rowe Price Group, Inc.; Waddell & Reed Financial, Inc.; and W.P. Stewart & Co. Ltd. as of November 12, 2003), taking into account any addition or removal of companies as shall be made by Merrill Lynch (or such entity, that shall not be affiliated with the Company, that publishes a report on such universe if Merrill Lynch ceases to publish the report), provided that the performance of such added or removed companies shall be pro-rated through, or commencing on, respectively, the date that any such companies are removed or added. In the event that the Merrill Lynch Asset Manager Valuation Report loses three or more members after the Effective Date, then the Committee shall hire a nationally recognized independent compensation consultant to determine an equitable adjustment to the Company Peer Group, if any.

(k) “Covered Employee” means an Award Holder designated prior to the grant of awards granted under the Plan by the Committee who is or may be a “covered employee” within

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the meaning of Section 162(m)(3) of the Code in the year in which awards granted under the Plan are expected to be taxable to such Award Holder.

(l) “Deficient Opportunity” means (i) “Deficient Opportunity” as defined in any Individual Agreement for the Chief Executive Officer, or (ii) if there is no such Individual Agreement or if such Individual Agreement does not define “Deficient Opportunity,” without the written consent of the Chief Executive Officer: (x) any action by the Company which results in a material diminution in the Chief Executive Officer’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, excluding for this purpose any action not taken in bad faith and which is remedied by the Company promptly after receipt of notice given by the Chief Executive Officer; (y) any failure by the Company to provide to the Chief Executive Officer any compensation and benefits to which the Chief Executive Officer is entitled, other than a failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Chief Executive Officer; or (z) the Company’s requiring the Chief Executive Officer to be based in any city other than the city in which the Chief Executive Officer is employed at the commencement of the Chief Executive Officer’s tenure as Chief Executive Officer. The Chief Executive Officer’s mental or physical incapacity following the occurrence of an event described above in any of clauses (x), (y) or (z) shall not affect the Chief Executive Officer’s ability to terminate employment for Deficient Opportunity. The Chief Executive Officer shall be entitled to such additional procedural protections as may be provided in any Individual Agreement.

(m) “Disability” means (i) “Disability” as defined in any Individual Agreement, or (ii) if there is no Individual Agreement or the Individual Agreement does not define “Disability”, the Award Holder’s physical or mental incapacity constituting disability, as determined under the Company’s Long-Term Disability Plan applicable to the Award Holder, which, in any event, does or is reasonably expected to continue for at least six months.

(n) “Early Retirement” means early retirement, as the Committee shall determine from time to time.

(o) “Effective Date” means January 1, 2002.

(p) “Fair Market Value” means, as of a particular date, (i) the closing sales price per share of Common Stock on the national securities exchange on which Common Stock is principally traded for the last preceding date on which there was a sale of Common Stock on such exchange, or (ii) if Common Stock is then traded in an over-the-counter market, the average of the closing bid and asked per share prices of Common Stock in such over-the-counter market for the last preceding date on which there was a sale of Common Stock in such market, or (iii) if Common Stock is not then listed on a national securities exchange or traded in an over-the-counter market, the fair market value of the Common Stock as determined by a nationally recognized investment banking firm selected by the Committee for such purpose and reasonably acceptable to PNC, which determination will be conclusive for all purposes of this Plan.

(q) “Incumbent Management Committee” means the Management Committee of the Company as it existed at such time as (i) the condition or event giving rise to the Chief Executive Officer’s Termination of Employment for Deficient Opportunity arose or (ii) the Chief Executive Officer’s Termination of Employment other than for Cause, death or Disability occurs.

(r) “Individual Agreement” means an employment, consulting or similar agreement between an award holder and the Company or any Subsidiary or Affiliate.

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(s) “Management Committee” means that committee consisting of (i) the Chief Executive Officer of the Company, (ii) the president of the Company and (iii) not less than five managing directors of the Company designated from time to time by the Chief Executive Officer of the Company and the president of the Company to serve on such committee.

(t) “Payment Date” means any date during the period commencing on January 1, 2007 and ending on January 31, 2007 selected in the discretion of the Committee, unless the achievement of Performance Goals is measured pursuant to Section (1)(u)(i)(B), in which case, the Payment Date shall mean any date during the one-month period commencing on the date on which the Performance Goals are satisfied selected in the discretion of the Committee.

(u) “Performance Goals” means the performance goals established by the Committee in connection with the grant of awards granted under the Plan as set forth in clauses (i) through (iv) of this definition. In the event that a Performance Goal is satisfied, the Award will vest and, subject to the terms of the Plan and the applicable Award Agreement, be paid to Award Holders on the Payment Date in the amounts equal to a percentage of the Award (the “Applicable Vesting Percentage”) as follows:

(i) 100%, if the average closing price of Common Stock is equal to or in excess of $62 per share for (A) any period of one calendar quarter during the period commencing January 1, 2005 and ending December 31, 2006, or (B) any period of three months commencing prior to and including December 31, 2006, whichever is earlier; or

(ii) 90%, if (x) the Company has achieved 10% earnings per share growth (excluding all compensation expenses incurred pursuant to the provisions of this Plan or any compensation expenses incurred if the Company elects or is required to account for equity and equity based compensation under Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation) on a compound annual growth rate basis during the period from January 1, 2002 to December 31, 2006 (the “Plan Period”), it being understood that for purposes of measuring earnings per share growth (1) expenses related to long-term incentive and retention plans shall be excluded from the calculation of earnings for the period from January 1, 2001 to December 31, 2002 and (2) BlackRock shall be deemed to devote at least 31.5% of pre-bonus operating income to employee bonuses during each year during the Plan Period (the “Company EPS Test”), and (y) the Common Stock’s price performance during the Plan Period relative to the Company Peer Group ranks in the 90th percentile or higher when comparing the average of the closing prices of the Common Stock during the fourth quarter of 2001 (the “2001 Company Stock Price”) and the average of the closing prices of the stocks of the members of the Company Peer Group during the fourth quarter of 2001 (the “2001 Peer Group Stock Prices”) to the average of the closing prices of the Common Stock during the fourth quarter of 2006 (the “2006 Company Stock Price”) and the average of the closing prices of the stock of the members of the Company Peer Group during the fourth quarter of 2006 (the “2006 Peer Group Stock Prices”); or

(iii) 75%, if (x) the Company EPS Test is satisfied and (y) the Common Stock’s price performance during the Plan Period ranks in the 75^th percentile to the 89^th percentile when comparing the 2001 Company Stock Price and the 2001 Peer Group Stock Prices to the 2006 Company Stock Price and the 2006 Peer Group Stock Prices; or

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(iv) 50%, if (x) the Company EPS Test is satisfied and (y) the Common Stock’s price performance during the Plan Period ranks in the 50^th percentile to the 74^th percentile when comparing the 2001 Company Stock Price and the 2001 Peer Group Stock Prices to the 2006 Company Stock Price and the 2006 Peer Group Stock Prices.

Notwithstanding the foregoing, the Committee shall have the authority to reduce the Applicable Vesting Percentage under clauses (ii), (iii) or (iv) with respect to any and all awards granted under the Plan (and for all purposes hereof such lower percentage shall be the Applicable Vesting Percentage) and nothing set forth in this Section 1(u) shall cause an award granted under the Plan designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption, and with respect to any Qualified Performance-Based Award (i) in addition to the Performance Goals, the Committee may impose additional vesting criteria, which shall be based on the attainment of specified levels of one or more of the following measures: earnings per share, sales, net profit after tax, gross profit, operating profit, cash generation, unit volume, return on equity, change in working capital, return on capital or stockholder return (“Additional Vesting Criteria”), and (ii) the Additional Vesting Criteria shall be set by the Committee within the time period prescribed by Section 162(m) of the Code and related regulations.

(v) “Permitted Transferees” means (i) the Award Holder’s spouse, parents, children or grandchildren (including adopted children, step-children and step-grandchildren), (ii) with respect to vested rights only, charitable organizations, (iii) the Company and its Affiliates, (iv) the estate or personal representative of the Award Holder, (v) any trust, corporation, partnership, limited liability company or other entity if substantially all of the economic interests in such entity are held by or for the benefit of the Award Holder and/or persons specified in clauses (i) or (iv).

(w) “Plan” means the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan, as amended from time to time.

(x) “PNC” means The PNC Financial Services Group, Inc.

(y) “Pro Rata Award” means an amount equal to the product of (i) the amount of the Award that would have been paid to the Award Holder if the Award Holder had remained employed by the Company through the Payment Date, based on actual Company performance over (or the occurrence of an Acceleration Event during) such period and (ii) a fraction, the numerator of which is the number of full months elapsed from (a) January 1, 2002, in the case of any Award Holder who was employed by the Company on January 1, 2002 or (b) the date of hire of the Award Holder in the case of any Award Holder who was hired as an employee of the Company after January 1, 2002, until the date of Termination of Employment and the denominator of which is the number of months from (1) January 1, 2002, in the case of any Award Holder who was employed by the Company on January 1, 2002 or (2) the date of hire of the Award Holder in the case of any Award Holder who was hired as an employee of the Company after January 1, 2002, until the Performance Goals are achieved.

(z) “Qualified Performance-Based Award” means an award granted under the Plan designated as such by the Committee at the time of grant, based upon a determination that (i) the recipient is or may be a Covered Employee in the year in which the Company would expect to be able to claim a tax deduction with respect to such award and (ii) the Committee wishes such award to qualify for the Section 162(m) Exemption.

(aa) “Retirement” means retirement, as the Committee shall determine from time to time.

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(bb) “Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

(cc) “Subsidiary” means any corporation, partnership, joint venture or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.

(dd) “Termination of Employment” means the termination of the Award Holder’s employment with, or performance of services for, the Company or any Subsidiary or Affiliate. An Award Holder employed by, or performing services for, any Subsidiary or an Affiliate also shall be deemed to incur a Termination of Employment if the Subsidiary or Affiliate ceases to be a Subsidiary or Affiliate, as the case may be, and the Award Holder does not immediately thereafter become an employee of, or service-provider for, the Company or another Subsidiary or Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and any Subsidiary or Affiliate shall not be considered Terminations of Employment.

In addition, certain other terms used herein have definitions given to them in the first place in which they are used.

SECTION 2. Grant.

The Award Holder is hereby granted the Award subject to the terms and conditions of the Award Agreement and the Plan, which are incorporated herein by reference. In the event of any conflict between this Award Agreement and the Plan, the Plan shall control.

SECTION 3. Vesting Conditions.

The vesting of the Award is conditioned upon the attainment of the Performance Goals (except as provided in Sections 9 and 10 hereof). In the event that either condition is not met, no amount shall be payable to the Award Holder with respect to the Award.

SECTION 4. Payment of Award.

In the event that the Performance Goals are satisfied, the Award shall vest and shall be paid to the Award Holder on the Payment Date. The Award shall be settled in cash (the “Cash Portion”) and Common Stock (the “Stock Portion”). The Cash Portion will be an amount equal to the product of (i) the Award, (ii) the Applicable Vesting Percentage and (iii) 16.67%. The Stock Portion will be in an amount equal to the product of (i) the Award, (ii) the Applicable Vesting Percentage, (iii) 83.33% and (iv) the lesser of (A) one or (B) a fraction, the numerator of which is the Fair Market Value of 4,000,000 shares of Common Stock as of the Payment Date and the denominator of which is $200,000,000.

SECTION 5. Put Right.

In the event that the Award is paid, the Award Holder shall have the option (the “Put Right”) exercisable at any time during the period commencing two Business Days following the Payment Date and ending fifteen Business Days following the Payment Date (the “Put Period”) to provide written notice (the “Put Notice”) to the Company of the Award Holder’s intention to sell to the Company any or all Common Stock provided to the Award Holder in settlement of the Award (“Award Stock”). If the Award Holder exercises the Put Right within the Put Period by

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providing the Company with the Put Notice of such Award Holder’s election to do so (the date that such notice is so provided, the “Put Date”), the Company shall be required to purchase within a reasonable period of time after the Put Period ends such number of shares of Award Stock as the Award Holder shall specify in the Put Notice at a per share price equal to the Fair Market Value on the Put Date. In the event that the Award Holder fails to exercise the Put Right during the Put Period, the Put Right shall expire.

SECTION 6. Nontransferability of Awards.

The Award shall not be transferable by the Award Holder other than (i) by will or by the laws of descent and distribution; or (ii) pursuant to a transfer to such Award Holder’s Permitted Transferees, whether directly or indirectly or by means of a trust or partnership or otherwise. Transfers to the Award Holder’s Permitted Transferees are subject to the terms and conditions of the Plan and the terms and conditions of this Award Agreement pursuant to which they were granted. The Permitted Transferees shall not have the right to further transfer those rights other than by will or the laws of descent and distribution. The Award shall be payable, subject to the terms of the Plan, only to the Award Holder, the guardian or legal representative of the Award Holder, or any person to whom such Award is transferred, pursuant to this Section 6, it being understood that the term “Award Holder” as used in the Plan includes such guardian, legal representative and other transferee. Notwithstanding any transfer of the Award under this Section 6, for purposes of Section 7, the initial Award Holder’s employment or termination thereof shall be determinative.

SECTION 7. Termination of Employment.

(a) Termination by Death or Disability. If the Award Holder incurs a Termination of Employment by reason of death or Disability prior to the date upon which the Award vests, the Award shall be as determined by the Committee in its sole discretion, but in any event, the Award Holder (or, in the case of death, the Award Holder’s beneficiary) shall receive an amount at least equal to a Pro-Rata Award, which Pro Rata Award shall vest and be payable at such time as the Award would otherwise have become payable had the Award Holder remained in the employ of the Company.

(b) Retirement. If the Award Holder incurs a Termination of Employment by reason of Retirement or Early Retirement prior to the date upon which the Award vests, the Award shall vest and be payable to the Award Holder (or, if the Award Holder dies prior to the Payment Date, to the Award Holder’s beneficiary) as a Pro-Rata Award at such time as the Award would otherwise have become payable had the Award Holder remained in the employ of the Company; provided that such Pro Rata Award may be reduced by an appropriate amount as determined by the Committee, in its sole discretion, consistent with the Company’s retirement policy in the event that the Award Holder incurs a Termination of Employment by reason of Early Retirement.

(c) Cause. If the Award Holder incurs a Termination of Employment for Cause on or prior to the Payment Date, the Award shall thereupon be immediately forfeited.

(d) Without Cause. If the Award Holder incurs a Termination of Employment by the Company without Cause (other than for death or Disability) prior to the date upon which the Award vests, subject to Section 9, the Award shall vest and be payable to the Award Holder (or, if the Award Holder dies prior to the Payment Date, to the Award Holder’s beneficiary) as a Pro-Rata Award at such time as the Award would otherwise have become payable had the Award Holder remained in the employ of the Company; provided that the Committee shall have the discretion to increase the Pro-Rata Award in such circumstances to an amount no greater than the amount that would have been payable to the Award Holder had the Award Holder remained in the employ of the Company through the Payment Date.

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(e) Other Termination of Employment. If the Award Holder incurs a Termination of Employment for any reason other than death, Disability, Retirement, Early Retirement or by the Company with or without Cause prior to the Payment Date, the Award shall thereupon immediately become forfeited, unless the Committee determines otherwise, in which case such Award shall vest and be payable on such basis as the Committee determines in its sole discretion.

SECTION 8. Adjustment.

In the event any item of gain, loss, or expense that is reported in the financial statements of the Company is, as defined under United States Generally Accepted Accounting Principles, (1) extraordinary (both unusual and infrequent), as defined under the provisions of Accounting Principles Board Opinion No. 30, Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual, and Infrequently Occurring Events and Transactions (APB 30), (2) unusual or infrequent, as defined and required to be reported under APB 30, or (3) is the disposition of a component of an entity (discontinued operation) under the provisions of Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Committee shall adjust the Company’s earnings per share to exclude any such item for purposes of determining whether the Company’s EPS Test has been met. Further, in the event of a stock split, reverse stock split, or stock dividend of the Company or a company which is a component of the Company Peer Group, the Committee, as applicable, shall adjust the Company’s earnings per share, the Common Stock price, and the common stock price of any component of the Company Peer Group to insure that each of the Company EPS Test and relative common stock price performances are calculated on a consistent basis of outstanding shares. Notwithstanding the foregoing, no adjustments to the Company’s earnings per share, the Common Stock price or the common stock price of any component of the Company Peer Group shall be made for any change in outstanding shares that is not due to a stock split, reverse stock split or stock dividend.

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SECTION 9. Forfeiture of Award.

In the event of any breach of the Company’s Confidentiality and Employment Policy, as it may be amended from time to time (the “Confidentiality Policy”), or the provisions of Section 12 by the Award Holder (which breach may occur while the Award Holder is employed by the Company or any Subsidiary or Affiliate, or to the extent then applicable, following the Award Holder’s Termination of Employment), the Company shall have the right to (a) cancel the Award granted, in whole or in part, whether or not vested or deferred, and/or (b) if such conduct or activity occurs within one year following the Payment Date, require the Award Holder to repay to the Company any payment received upon the payment of the Award (with such repayment valued as of the Payment Date). Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in Common Stock or cash or a combination thereof (based upon the Fair Market Value of Common Stock on the day of payment), and the Committee may provide for an offset to any future payments owed by the Company or any Subsidiary or Affiliate to the Award Holder, if necessary, to satisfy the repayment obligation. The determination of whether an Award Holder has engaged in a breach of the Confidentiality Policy or Section 12 shall be made by the Committee in its sole discretion.

SECTION 10. Acceleration Event.

Notwithstanding any other provision of the Plan or the Award Agreement to the contrary, in the event of an Acceleration Event:

(a) The Award, if outstanding under the Plan as of the date of the Acceleration Event, shall vest in full, any deferral or other restriction on the Award shall lapse, and the Award

shall be paid in full as promptly as practicable after the Acceleration Event as if (i) all Performance Goals had been fully achieved and (ii) the Applicable Vesting Percentage were 100.

(b) The provisions of Section 9 shall be inapplicable to such Award Holder.

SECTION 11. Amendment and Termination.

(a) The Board may amend or alter the Award Agreement at any time, but no amendment or alteration shall be made that would impair the rights of the Award Holder under the Award Agreement without the Award Holder’s consent, except such an amendment made to comply with applicable law, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of the Company’s stockholders to the extent such approval is required by applicable law or stock exchange rules.

(b) The Committee may amend the terms of the Award prospectively or retroactively, but no such amendment shall cause the Award to cease to qualify for the Section 162(m) Exemption or impair the rights of the Award Holder without the Award Holder’s consent, except such an amendment made to cause the Award to comply with applicable law, stock exchange rules or accounting rules.

SECTION 12. Award Holder’s Covenants and Acknowledgments.

In order to induce the Company to enter into this Award Agreement, Award Holder hereby covenants and acknowledges to the Company as follows:

(a) Non-Disclosure. Award Holder may not, during or subsequent to Award Holder’s employment with the Company or any of its Affiliates, without the prior written consent

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of the Company, use, divulge, disclose, or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information (as defined below) pertaining to the business of the Company or any of its Affiliates except (i) while employed by the Company or any of its Affiliates, in the business of and for the benefit of the Company or any of its Affiliates, or (ii) when required to do so by a court of competent jurisdiction. In the event that Award Holder becomes compelled by an order of a court to disclose any Confidential Information, the Award Holder is required to provide the Company with prompt, prior written notice and to disclose only that portion of the Confidential Information which is legally required.

For purposes of this Award Agreement, “Confidential Information” shall mean any non-public information (whether oral, written or contained on computer systems) relating to the business or the affairs of the Company and its Affiliates or of any client of the Company or of any of its Affiliates, whether obtained from the Company or any of its Affiliates, any client of the Company or any of its Affiliates or known by the Award Holder as a consequence of or through the Company or any of its Affiliates. Such information includes but is not limited to non-public information concerning the financial data, strategic or financial plans, business plans, proprietary project information, marketing plans, future transactions (regardless of whether or not such transactions are executed), customer lists, employee lists, employees’ salary and other compensation, partners’ compensation, and other proprietary and confidential information of the Company, the Company’s Affiliates or any of their clients, that, in any case, is not otherwise available to the public. Confidential Information includes information encompassed in drawings, designs, plans, proposals, reports, research, marketing and sales plans, financial information, costs, quotations, specification sheets and recording media. Confidential Information also includes information which relates directly or indirectly to the computer systems and computer technology of the Company and its Affiliates, including but not limited to source codes, object codes, reports, flow charts, screens, algorithms, use manuals, installation and/or operation manuals, computer software, spreadsheets, data computations, formulas, techniques, databases, and any other form or compilation of computer-related information.

It is the policy of the Company not to use or accept any Confidential Information of third parties, including former employers of the Award Holder. Award Holder shall not disclose such Confidential Information of third parties to the Company or any of its Affiliates, their employees, agents, or independent contractors, or to any other third party, and shall not use such Confidential Information of third parties while employed by the Company or any of its Affiliates, unless the Award Holder has obtained and presented to the Company the appropriate authorizations for such use or disclosure from such third parties and has also obtained the Company’s approval of such use or disclosure.

The Company and its Affiliates may, from time to time, enter into agreements and/or business relationships with third party vendors and/or suppliers of information as a result of which Award Holder may have access to Confidential Information proprietary to such third parties (“Third Party Confidential Information”). The use and disclosure by the Award Holder of Third Party Confidential Information shall be governed by the terms and conditions of this Award Agreement and shall be in strict compliance with any existing agreement between the Company or any of its Affiliates and the third parties to hold such information confidential. From time to time, the Company and/or its Affiliates enter into such agreements with third parties. Prior to using any Third Party Confidential Information, the Award Holder is required to inquire whether and to what extent the use of such Third Party Confidential Information is governed by an existing agreement.

The Company and its Affiliates may at times develop appropriate Chinese Wall policies and procedures (“Chinese Wall Policy”) to assure that restricted information related to

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a client of the Company or an Affiliate of the Company is not improperly communicated or disclosed to other employees within the Company and its Affiliates. The Award Holder is required to inquire of the human resources or compliance department, whether they are subject to a Chinese Wall Policy.

Award Holder agrees that the Company is the exclusive owner of any business-related ideas, products, materials, discoveries, inventions, computer programs, research, writing or other work products developed by the Award Holder that are in the scope of, or otherwise related to the business of the Company or its Affiliates. Whenever requested to do so by the Company, Award Holder shall execute any and all applications, assignments, or other instruments that the Company deems necessary to apply for and obtain patents or copyrights in the United States or any foreign country or otherwise protect the Company’s interest therein. Such obligations shall continue beyond the termination of Award Holder’s employment with the Company with respect to business-related ideas, products, materials, discoveries, inventions, computer programs, research, writing or other work products developed, conceived or made by Award Holder during the term of the Award Holder’s employment with the Company. Further, Award Holder agrees that such obligation will be binding on Award Holder’s assigns, executors, administrators and other legal representatives. Award Holder is required to return to the Company all Confidential Information (including all reproductions thereof whether on computer diskette or otherwise) furnished to or otherwise in their possession immediately upon request or their resignation or termination from employment.

(b) Non-Solicitation of Clients, etc. Award Holder shall not, for a period of one year immediately following the termination of his or her employment, whether on his or her own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly, (i) call on, interfere with, solicit or assist in soliciting the business of any “Client” or “Prospective Client” or (ii) accept business from, or enter into a relationship with, any such “Client” or “Prospective Client”, with whom the Award Holder has had personal contact or dealings on behalf of the Company or its Affiliates during the one year immediately preceding the termination of his or her employment or with whom employees reporting to the Award Holder has had personal contact or dealings on behalf of the Company or its Affiliates during the one year immediately preceding the termination of his or her employment.

For purposes of this Award Agreement, the term “Client” shall mean any person, firm, company, or other organization to whom the Company or any of its Affiliates has supplied services, products or professional advice, and “Prospective Client” shall mean any person, firm, company or other organization with whom the Company or any of its Affiliates has had negotiations or discussions regarding the possible supply of products or services, or with respect to whom the Company or any of its Affiliates has expended significant time, effort or money in developing a bid or proposal for the supply of products or services.

(c) Non-Enticement of Employees; No Hire. Award Holder shall not, during his or her employment and for a period of one (1) year following the termination of such employment, either on his or her own account or in conjunction with or on behalf of any other person, company, business entity or other organization whatsoever, directly or indirectly (i) induce, solicit, entice or procure any person who is an employee of the Company or any of its Affiliates to leave such employment or (ii) accept into employment, hire or otherwise engage or use the services of, or actively interfere with the Company’s or any Affiliates’ relationship with, any person who is an employee of the Company or any of its Affiliates or who was an employee of the Company or any of its Affiliates during the period commencing one (1) year prior to the termination of his or her employment.

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(d) Non-Disparagement; No Conflicts. Award Holder shall not at any time during or subsequent to his or her employment with the Company or any of its Affiliates, criticize, speak ill of, disparage or make false statements in respect of the Company, its Affiliates or any of their employees; provided, however, that the Award Holder shall not be prohibited from making truthful statements about the Company or any of its Affiliates. The Award Holder also shall not, during the course of employment with the Company or any of its Affiliates take any action which conflicts with (or appears to conflict with) the Company’s or any of its Affiliates’ business interests except if ordered to do so by a court or government agency.

(e) Enforceability. The Company and the Award Holder agree that in the event that any one or more of the terms and conditions set forth in this Award Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining terms and conditions will not in any way be affected or impaired thereby. Moreover, if any one or more of the terms and conditions contained in this Award Agreement are held to be excessively broad as to duration, scope, activity or subject, such terms and conditions will be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law.

SECTION 13. General Provisions.

(a) Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees. The Award Holder shall have no claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Award Holders.

(b) No Contract of Employment. The Award Agreement shall not constitute a contract of employment, and adoption of the Plan shall not confer upon the Award Holder any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment of the Award Holder at any time.

(c) Withholding. No later than the date as of which an amount first becomes includible in the gross income of the Award Holder for federal income tax purposes with respect to the Award, the Award Holder shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Award Holder shall satisfy, in whole, the foregoing withholding liability by having the Company withhold from the number of shares of Common Stock otherwise issuable pursuant to the settlement of the Award, a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and any Affiliate shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Award Holder.

(d) Governing Law. The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws.

(e) No Rights of Shareholder. The Award Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or in equity. The Award Holder or a transferee of the Award shall have no rights as a stockholder with respect to any shares issued in settlement of the Award until the date when the Award Holder’s payment in Common Stock is entered upon the records of the duly authorized transfer agent of the Company. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distribution of other rights for which the record date is prior to the date a stock certificate is issued, except as provided in the Plan and Section 8 hereof.

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(f) Expenses of Issuance of Common Stock. The issuance of stock certificates upon payment of the Award, shall be without charge to the Award Holder. The Company shall pay, and indemnify the Award Holder from and against any issuance, stamp or documentary taxes (other than transfer taxes) or charges imposed by any governmental body, agency or official (other than income taxes) by reason of the payment of the Award or the resulting issuance of shares of Common Stock.

(g) Other Restrictions. The Company shall be obligated to register the securities issuable upon the Payment Date pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) and to take any other affirmative action in order to cause the issuance of shares pursuant hereto to comply with any law or regulation of any governmental authority.

(h) Severability. The invalidity or enforceability of any provision of the Award Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If the final judgment of a court of competent jurisdiction declares that any provision of the Award Agreement is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power, and is hereby directed, to reduce the scope, duration or area of the provision, to delete specific words or phrases and to replace any invalid or unenforceable provision with a provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision and the Award Agreement shall be enforceable as so modified. With respect to any provision of the Award Agreement finally determined by a court of competent jurisdiction to be unenforceable, the Award Holder and the Company hereby agree that such court shall have jurisdiction to reform the Award Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law, and the parties agree to abide by such court’s determination. If any of the covenants of the Award Agreement are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the rights of the Company to enforce any such covenant in any other jurisdiction.

(i) Headings. The headings of sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of the Award Agreement.

(j) Notices. Any notice required or permitted to be given under the Award Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:

If to the Company:

BlackRock, Inc.

40 E. 52^nd Street

New York, New York 10022

Attn: General Counsel

If to the Award Holder:

To the last address delivered to the Company by the Award Holder in the manner set forth herein.

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(k) Entire Agreement.  The Award Agreement and the Plan constitute the entire agreement among the parties relating to the subject matter hereof, and any previous agreement or understanding among the parties with respect thereto is superseded by the Award Agreement and the Plan.

(l) Counterparts.  The Award Agreement may be executed in two counterparts, each of which shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the undersigned have executed the Award Agreement as of the date hereof.

BLACKROCK, INC.
By:
	Name:
	Title:
Award Holder (Please Print):

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EX-31.1

Exhibit 31.1

CEO CERTIFICATION

I, Laurence D. Fink, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of BlackRock, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) [Paragraph omitted in accordance with SEC Release Nos. 33-8238 and 34-47986]

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	By:	/s/ Laurence D. Fink
Date: November 5, 2004		Laurence D. Fink
		Chairman & Chief Executive Officer

EX-31.2

Exhibit 31.2

CFO CERTIFICATION

I, Paul L. Audet, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of BlackRock, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) [Paragraph omitted in accordance with SEC Release Nos. 33-8238 and 34-47986]

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	By:	/s/ Paul L. Audet
Date: November 5, 2004		Paul L. Audet
		Managing Director & Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of CEO and CFO Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of BlackRock, Inc. (the “Company”) for the quarterly period ending September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Laurence D. Fink, as Chief Executive Officer of the Company, and Paul L. Audet, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Laurence D. Fink

Name: Laurence D. Fink

Title:   Chief Executive Officer

Date:   November 5, 2004

/s/ Paul L. Audet

Name: Paul L. Audet

Title:   Chief Financial Officer

Date:   November 5, 2004