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, 2005

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) 810-5300

(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  ¨

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

As of October 31, 2005, there were 19,683,428 shares of the registrant’s class A common stock outstanding and 44,310,617 shares of the registrant’s class B common stock outstanding.

BlackRock, Inc.

Index to Form 10-Q

		Page
	PART I
	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Financial Condition	1
	Consolidated Statements of Operations	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	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	66
Item 4.	Controls and Procedures	69
	PART II OTHER INFORMATION
Item 1.	Legal Proceedings	70
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	71
Item 6.	Exhibits	72

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

BlackRock, Inc.

Consolidated Statements of Financial Condition

(Dollar amounts in thousands)

	September 30, 2005			December 31, 2004
	(unaudited)
Assets
Cash and cash equivalents	$	396,514		$	457,673
Accounts receivable		269,408			153,152
Receivable from affiliates		5,264			4,692
Investments		292,267			227,497
Property and equipment, net		123,687			93,701
Intangible assets, net		491,710			184,110
Deferred mutual fund commissions		12,555			—
Other assets		81,699			24,410
Total assets	$	1,673,104		$	1,145,235
Liabilities
Accrued compensation	$	409,992		$	311,351
Accounts payable and accrued liabilities
Unaffiliated		50,709			27,185
Affiliated		29,769			3,632
Purchase price contingencies		29,775			—
Acquired management contract obligations		3,791			4,810
Long-term borrowings		250,000			—
Other liabilities		22,292			12,736
Total liabilities		796,328			359,714
Minority interest		9,586			17,169
Stockholders’ equity
Common stock, class A, 19,975,305 and 19,243,878 shares issued, respectively		200			192
Common stock, class B, 45,117,284 and 45,499,510 shares issued, respectively		453			455
Additional paid-in capital		184,427			165,377
Retained earnings		753,179			650,016
Unearned compensation		(12,772	)		(4,588	)
Accumulated other comprehensive income		4,490			8,254
Treasury stock, class A, at cost, 343,727 and 270,998 shares held, respectively		(28,978	)		(17,545	)
Treasury stock, class B, at cost, 806,667 shares held		(33,809	)		(33,809	)
Total stockholders’ equity		867,190			768,352
Total liabilities and stockholders’ equity	$	1,673,104		$	1,145,235

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 Operations

(Dollar amounts in thousands, except share data)

(unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2005			2004			2005			2004
Revenue
Investment advisory and administration fees
Separate accounts	$	172,818		$	93,482		$	468,927		$	304,386
Mutual funds		81,823			54,073			229,441			165,500
Other income
Unaffiliated		41,153			22,106			111,969			62,773
Affiliated		5,013			1,338			11,941			3,975
Total revenue		300,807			170,999			822,278			536,634
Expense
Employee compensation and benefits		155,077			155,556			413,036			303,243
Fund administration and servicing costs
Unaffiliated		7,747			4,050			19,169			10,412
Affiliated		4,250			4,227			12,362			14,243
General and administration
Unaffiliated		49,859			27,778			137,629			85,104
Affiliated		1,665			1,481			6,460			6,817
Amortization of intangible assets		2,540			283			5,477			746
Impairment of intangible assets		—			—			—			6,097
Total expense		221,138			193,375			594,133			426,662
Operating income (loss)		79,669			(22,376	)		228,145			109,972
Non-operating income (expense)
Investment income		21,439			4,717			37,252			27,652
Interest expense		(2,008	)		965			(6,084	)		(669	)
Total non-operating income		19,431			5,682			31,168			26,983
Income (loss) before income taxes and minority interest		99,100			(16,694	)		259,313			136,955
Income taxes		37,077			(7,265	)		95,732			39,345
Income (loss) before minority interest		62,023			(9,429	)		163,581			97,610
Minority interest		904			385			2,591			4,221
Net income (loss)	$	61,119		$	(9,814	)	$	160,990		$	93,389
Earnings (loss) per share
Basic	$	0.95		$	(0.15	)	$	2.51		$	1.47
Diluted	$	0.92		$	(0.15	)	$	2.41		$	1.42
Dividends paid per share	$	0.30		$	0.25		$	0.90		$	0.75
Weighted-average shares outstanding
Basic		64,087,871			63,676,776			64,243,408			63,693,281
Diluted		66,714,797			63,676,776			66,809,706			65,858,552

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)

	Year to Date September 30,
	2005			2004
Cash flows from operating activities
Net income	$	160,990		$	93,389
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		22,414			15,462
Impairment of intangible assets		—			6,097
Minority interest		2,591			4,221
Stock-based compensation		52,963			9,518
Deferred income taxes		(2,609	)		(20,908	)
Tax benefit from stock-based compensation		4,040			1,690
Net gain on investments		(15,580	)		(13,142	)
Amortization of bond issuance costs		700			—
Deferred mutual fund commissions		8,269			—
Changes in operating assets and liabilities:
Increase in accounts receivable		(78,326	)		(22,998	)
Increase in receivable from affiliates		(572	)		(608	)
Increase in investments, trading		(7,927	)		(10,600	)
Increase in other assets		(39,676	)		(952	)
(Decrease) increase in accrued compensation		(48,520	)		85,620
Increase (decrease) in accounts payable and accrued liabilities		18,307			(4,387	)
Increase in other liabilities		7,756			1,060
Cash provided by operating activities		84,820			143,462
Cash flows from investing activities
Purchase of property and equipment		(42,930	)		(15,245	)
Purchase of investments		(27,730	)		(90,121	)
Sale of investments		44,464			145,737
Sale of real estate held for sale		112,184			—
Deemed cash contribution upon consolidation of VIE		—			6,412
Consolidation of sponsored investment funds		—			(43,169	)
Acquisitions, net of cash acquired and purchase price contingencies		(247,220	)		(74	)
Cash (used in) provided by investing activities		(161,232	)		3,540
Cash flows from financing activities
Borrowings, net of issuance costs		395,000			—
Principal repayment of borrowings		(150,000	)		—
Repayment of short-term borrowings		(111,840	)		—
Subscriptions to consolidated sponsored investment funds		7,996			5,152
Decrease in cash due to deconsolidated sponsored investment fund		(5,509	)		—
Distributions paid to minority interest holders		—			(5,794	)
Dividends paid		(57,507	)		(47,685	)
Reissuance of treasury stock		13,268			13,325
Purchase of treasury stock		(72,775	)		(48,539	)
Issuance of class A common stock		706			—
Acquired management contract obligation payment		(1,019	)		(926	)
Cash provided by (used in) financing activities		18,320			(84,467	)
Effect of exchange rate changes on cash and cash equivalents		(3,067	)		955
Net (decrease) increase in cash and cash equivalents		(61,159	)		63,490
Cash and cash equivalents, beginning of period		457,673			315,941
Cash and cash equivalents, end of period	$	396,514		$	379,431

See accompanying notes to consolidated financial statements.

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PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

BlackRock, Inc.

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except share data)

(unaudited)

1. Significant Accounting Policies

Basis of Presentation

BlackRock, Inc., a Delaware corporation (together with its subsidiaries, “BlackRock” or the “Company”), is majority-owned indirectly by The PNC Financial Services Group, Inc. (“PNC”). The consolidated financial statements of BlackRock include the assets, liabilities and earnings of its wholly owned subsidiaries: BlackRock Advisors, Inc., BlackRock Institutional Management Corporation, BlackRock Financial Management, Inc., BlackRock Investments, Inc., BlackRock Funding, Inc., BlackRock Overseas Investment Corp. and BlackRock Portfolio Holdings, Inc. and each of their subsidiaries. The Company also consolidates entities in which it holds a majority of the outstanding equity or has been deemed the primary beneficiary. Intercompany accounts and transactions between consolidated entities have been eliminated. The consolidated interim financial statements of BlackRock included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. These 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, 2004. 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 intent to hold the security. Investments, trading primarily represent investments made by the Company in certain of the BlackRock Funds which are held in a Rabbi Trust with respect to senior employee elections under BlackRock deferred compensation plans and securities held by Company-sponsored investment funds which have been consolidated due to the Company’s majority ownership. These securities are recorded at fair market value with unrealized gains and losses included in the accompanying consolidated statements of operations as investment income (expense). Investments, available for sale consist primarily of corporate investments in BlackRock funds and 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 on the consolidated statements of operations.

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PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

1. Significant Accounting Policies (continued)

Investments (continued)

Non-marketable Equity Securities

Items classified as investments, other consist primarily of certain institutional and private placement portfolios (“alternative investment products”) 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). If the Company does not hold 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. The cash flows originating from consolidation of sponsored investment funds, as presented in the consolidated statements of cash flows, primarily represent the purchase of securities by such funds using proceeds from the Company’s initial seed investments. All of the consolidated funds’ investments are carried at fair value, with corresponding changes in the securities’ fair values reflected in investment income (expense) in the Company’s consolidated statement of operations. 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 as provided by the private investment fund’s investment manager. When the Company’s interest in any of these funds falls below 50%, the funds will be deconsolidated and accounted for under the equity method or other methods, as appropriate. At September 30, 2005, investments subject to fair value accounting represented 19%, or approximately $54,100, 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), in the accompanying consolidated statements of operations. 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. If the estimate of future cash flows (taking into account both timing and amount) is lower than the last 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 that is deemed other than temporary is recorded in non-operating income (expense) in the consolidated statements of operations 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

Effective January 1, 2003, the Company adopted the fair value recognition provisions of Statement of Financial Accounting Standards Statement (“SFAS”) No. 123, Accounting for Stock-Based Compensation, prospectively to all employee awards granted, modified or settled after January 1, 2003. Therefore, the cost related to stock-based employee compensation included in the determination of net income for the periods ending September 30, 2005 and 2004 is less than that which would have been recognized if the fair value based method had been applied to all awards issued prior to the effective date of SFAS No. 123. Awards under the Company’s plans vest over periods ranging from two to four years.

The following table illustrates the effect on net income (loss) and earnings (loss) 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,
	2005			2004			2005			2004
Net income (loss), as reported	$	61,119		$	(9,814	)	$	160,990		$	93,389
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		2,339			1,041			6,173			3,372
Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of related tax effects		(4,342	)		(3,497	)		(12,182	)		(11,162	)
Pro forma net income (loss)	$	59,116		$	(12,270	)	$	154,981		$	85,599
Earnings (loss) per share:
Basic - as reported	$	0.95		$	(0.15	)	$	2.51		$	1.47
Basic - pro forma	$	0.92		$	(0.19	)	$	2.41		$	1.34
Diluted - as reported	$	0.92		$	(0.15	)	$	2.41		$	1.42
Diluted - pro forma	$	0.89		$	(0.19	)	$	2.32		$	1.30

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PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

1. Significant Accounting Policies (continued)

Deferred Mutual Fund Commissions

Prior to the Company’s acquisition of SSRM Holdings, Inc. (“SSR”) (see note 2), an indirect wholly-owned subsidiary of PNC paid the sales commissions and received the sales charges on back-end loaded shares of certain BlackRock Funds. Upon the closing of the SSR acquisition, the Company acquired approximately $20,800 in deferred mutual fund commissions, representing broker sales commissions related to SSR’s mutual fund family. Concurrent with the closing of the SSR acquisition, these mutual funds were merged into BlackRock Funds. All commissions incurred subsequent to that date have been financed by the indirect wholly-owned subsidiary of PNC.

Deferred mutual fund commissions are amortized over an estimated useful life of six years from the date of issuance, based on the estimated recoverability of the asset through distribution fee payments or contingent deferred sales charges. Contingent deferred sales charges received from early shareholder withdrawals reduce the unamortized deferred mutual fund commissions balance.

The Company periodically will evaluate the recoverability of deferred mutual fund commissions by assessing whether the unamortized asset can be recovered over its remaining life through an analysis of net undiscounted future cash flows related to the asset. If such an assessment indicates that the undiscounted cash flows are not sufficient to recover the recorded carrying value, the assets will be adjusted to fair value with a corresponding impairment charge reflected in the consolidated statements of operations. No such impairments were recorded in the periods presented.

Revenue Recognition

Investment advisory and administration fees are recognized as the services are performed. Such fees are primarily based on pre-determined percentages of the market values of the assets under management or, in the case of certain real estate clients, net operating income generated by the underlying properties, and are affected by changes in assets under management, including market appreciation or depreciation and net subscriptions or redemptions. Investment advisory and administration fees for mutual funds are shown net of fees waived pursuant to expense limitations. Certain real estate fees are earned upon the acquisition or disposition of properties in accordance with applicable investment management agreements and are generally recognized at the closing of the respective real estate transactions.

The Company also receives performance fees or an incentive allocation from alternative investment products and certain separate accounts. These performance fees are earned upon attaining specified investment return thresholds. Such fees are recorded upon completion of the measurement period.

BlackRock provides a variety of risk management, investment analytic and investment system services to insurance companies, finance companies, pension funds, asset managers, foundations, consultants, mutual fund sponsors, real estate investment trusts, 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 on fixed monthly or quarterly payments. Certain client accounts can also be subject to performance fees at the client’s discretion. The fees earned on risk management, investment analytics and investment system assignments are recorded as other income on the consolidated statements of operations.

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PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

1. Significant Accounting Policies (continued)

Recent Accounting Developments

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, Share-Based Payment. This statement is a revision to SFAS No. 123, Accounting for Stock-Based Compensation, and superceded Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, primarily focusing on the accounting for transactions in which an entity obtains employee services in share-based payment transactions. Entities will be required to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service (usually the vesting period) in exchange for the award. The grant-date fair value of employee share options and similar instruments will be estimated using option-pricing models. If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. As amended by Rule 4-01(a) of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”), this statement is effective as of the beginning of the first interim or annual reporting period of the Company’s first fiscal year beginning on or after December 15, 2005. The Company will adopt SFAS No. 123R, as amended, effective January 1, 2006.

Upon adoption, the Company has two application methods from which to choose: the modified-prospective transition approach or the modified-retrospective transition approach. Under the modified-prospective transition method, the Company would be required to recognize compensation cost for share-based awards to employees based on their grant-date fair value from the beginning of the fiscal period in which the recognition provisions are first applied, as well as compensation cost for awards that were granted prior to, but not vested as of, the date of adoption. Prior periods remain unchanged and pro forma disclosures previously required by SFAS No. 123 continue to be required. Under the modified-retrospective transition method, the Company would restate prior periods by recognizing compensation cost in the amounts previously reported in the pro forma footnote disclosure under SFAS No. 123. Under this method, the Company is permitted to apply this presentation to all periods presented or to the start of the fiscal year in which SFAS No. 123R is adopted. The Company would follow the same guidelines as in the modified-prospective transition method for awards granted subsequent to adoption and those that were granted and not yet vested. The Company will adopt the modified-prospective transition approach, which will reduce the Company’s net income by the grant-date fair value of all unvested stock options in the year of adoption. In addition, upon the adoption of SFAS No. 123R, diluted shares outstanding will be reduced for all shares reserved for unvested stock options expensed under SFAS No. 123R (approximately 1.9 million shares at September 30, 2005). The adoption of SFAS No. 123R is expected to reduce diluted earnings per share by approximately $0.02 in 2006.

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PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

1. Significant Accounting Policies (continued)

Recent Accounting Developments (continued)

In March 2005, the Staff of the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 107 regarding the Staff’s interpretation of share-based payments. This interpretation expresses the views of the Staff regarding the interaction between SFAS No. 123R and certain SEC rules and regulations and provides the Staff’s views regarding the valuation of share-based payment arrangements for public companies. In particular, this SAB provides guidance related to share-based payment transactions with non-employees, the transition from nonpublic to public entity status, valuation methods, the accounting for certain redeemable financial instruments issued under share-based payment arrangements, the classification of compensation expense, non-GAAP financial measures, first time adoption of SFAS No. 123R in an interim period, capitalization of compensation cost related to share-based payment arrangements, the accounting for income tax effects of share-based payment arrangements upon adoption of SFAS No. 123R, the modification of employee share options prior to adoption of SFAS No. 123R and disclosures in Management’s Discussion and Analysis subsequent to the adoption of SFAS No. 123R. The Company adopted the disclosure provisions of SAB No. 107 during the first quarter of 2005. Upon adoption of these provisions, the Company discontinued separate disclosure of expenses, and the corresponding accrued amounts, related to the vesting of awards under the BlackRock, Inc. 2002 Long Term Retention and Incentive Plan (“LTIP”) in the Company’s financial statements. The Company will adopt the remaining provisions of SAB No. 107 in connection with its adoption of SFAS No. 123R on January 1, 2006. The adoption of these provisions is not expected to have a significant impact on the Company’s consolidated financial statements.

In March 2005, the FASB issued FASB Interpretation (“FIN”) No. 47, Accounting for Conditional Asset Retirement Obligations. FIN No. 47 establishes a framework for liability recognition related to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. In addition, FIN No. 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. This Interpretation is effective no later than the end of fiscal years ending after December 15, 2005 and will be adopted by the Company on December 31, 2005. The adoption of FIN No. 47 is not expected to have a significant impact on the Company’s consolidated financial statements.

In March 2005, the FASB issued FASB Staff Position (“FSP”) FIN 46(R)-5, Implicit Variable Interests Under FIN 46. FSP FIN 46(R)-5 states that a reporting entity should consider whether it holds an implicit variable interest in a variable interest entity (“VIE”) or in a potential VIE. If the aggregate of the explicit and implicit variable interests held by the reporting entity and its related parties would, if held by a single party, identify that party as the primary beneficiary, the party within the group most closely associated with the VIE should be deemed the primary beneficiary. The effective date of FSP FIN 46(R)-5 was the first reporting period beginning after March 31, 2005. The adoption of FSP FIN 46(R)-5 did not have a significant impact on the Company’s consolidated financial statements.

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PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

1. Significant Accounting Policies (continued)

Recent Accounting Developments (continued)

FSP No. 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004, provides guidance under SFAS No. 109, Accounting for Income Taxes, with respect to recording the potential impact of the repatriation provisions of the American Jobs Creation Act of 2004 (the “Jobs Act”) on enterprises’ income tax expense and deferred tax liability. The Jobs Act was enacted on October 22, 2004. FSP No. 109-2 states that an enterprise is allowed time beyond the financial reporting period of enactment to evaluate the effect of the Jobs Act on its plan for reinvestment or repatriation of foreign earnings for purposes of applying SFAS No. 109, Accounting for Income Taxes. Management has concluded that it is not in the Company’s best interests to repatriate any earnings under the Jobs Act. Accordingly, the Company does not expect the adoption of FSP No. 109-2 to have a significant impact on the consolidated financial statements.

In June 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections. SFAS No. 154 replaces APB Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle. SFAS No. 154 also requires that a change in the method of depreciating or amortizing a long-lived non-financial asset be accounted for prospectively as a change in estimate, and correction of errors in previously issued financial statements should be termed “restatements.” SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The implementation of SFAS No. 154 is not expected to have a significant impact on the Company’s consolidated financial statements.

Reclassification of Prior Period’s Financial Statements

Certain items previously reported 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 January 2005, the Company closed the acquisition of SSR, the holding company of State Street Research & Management Company (“SSRM”) and SSR Realty Advisors, Inc. (renamed BlackRock Realty Advisors, Inc., “Realty”), from MetLife, Inc. (“MetLife”) for an adjusted purchase price of $237,356 in cash and approximately 550,000 shares of BlackRock restricted class A common stock. MetLife is precluded from selling these shares until the third anniversary of the closing, except in limited circumstances. In deriving a fair value for this common stock, the Company referred to a valuation discount recommendation that was compiled by an independent third party valuation services firm on the Company’s behalf. This firm based its recommended discount range of 15% to 20% on Black Scholes and Longstaff valuations of the embedded put option on the Company’s restricted shares and historical differentials between restricted stock and freely-marketable stock of publicly-traded companies.

The stock purchase agreement for the SSR transaction provides for an additional payment to MetLife on the first anniversary of the closing of the SSR transaction (January 31, 2006) of up to $75,000 based on the Company achieving specified retention levels of assets under management (“AUM”) and run-rate revenue as of the signing date of the stock purchase agreement. The first anniversary contingent payment has two components: directly-sourced revenue and MetLife-sourced revenue. The directly-sourced revenue payment is subject to a maximum of $30,000, provided one-year anniversary revenue exceeds 120% of signing date revenue. The MetLife-sourced revenue payment is subject to a maximum of $45,000, provided one year anniversary revenue exceeds 120% of signing date revenue. These payments decline to $20,000 and $30,000, respectively, if one-year anniversary revenue approximates 100% of signing date levels. No contingent payment is required if directly-sourced and MetLife-sourced revenue fall below 80% and 95%, respectively, of revenue on the signing date of the stock purchase agreement. In addition, the stock purchase agreement provides for two other contingent payments. On December 31, 2006, MetLife will receive 32.5% of any performance fees earned on a large institutional real estate client. As of September 30, 2005, no performance fees had been earned on this institutional real estate client. In addition, on the fifth anniversary of the closing of the SSR transaction, MetLife could receive an additional payment up to a maximum of $10,000 based on the Company’s retained AUM associated with the MetLife defined benefit and defined contribution plans. The Company is unable to estimate the potential obligations under the contingent payments because it is unable to predict at this time what specific retention levels of run-rate revenue will be on the first anniversary of closing the SSR transaction, what the Company’s retained AUM will be on the fifth anniversary of the closing date of the SSR transaction, or what performance fees will be earned on the institutional real estate client.

At closing, the Company recorded the excess of assets acquired and liabilities assumed over the cost of the acquired entity as a pro rata reduction of the amounts assigned to relevant fixed and intangible acquired assets. Subsequent to this determination, the Company recognized a contingent liability of $55,332 for potential additional payments to MetLife and increased the carrying value of acquired assets. The stock purchase agreement provided for a hold-back of the initial purchase price payable to MetLife primarily associated with the value of customer accounts which, as of the closing date, had not committed to maintaining their accounts with the Company. The amount of the payment due to MetLife is based on the status of these accounts as of July 31, 2005. The Company has estimated the amount of the payment to be approximately $20,000. The estimated payment has been recorded as a reduction in the contingent liability to MetLife. Any additional contingencies in excess of the amount recorded as a liability will be reflected as additional purchase price and recorded as goodwill when the contingency is resolved.

- 11 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

2. Acquisition (continued)

The Company initially financed $150,000 of the purchase price with a bridge promissory note at an annual rate of 2.875%. SSR, through its subsidiaries, actively managed approximately $49,700,000 in stock, bond, balanced and real estate portfolios for both institutional and individual investors at January 31, 2005. SSR’s results have been included in the Company’s results since February 1, 2005.

In preparation for a commingled fund launch, Realty acquired, during the fourth quarter of 2004 and January 2005, six properties having a total purchase price of $112,184 and assumed a $19,000 mortgage on one of these properties. Exclusive of the assumed mortgage, Realty financed the purchase price under a line of credit with an affiliated company. The closing of the fund occurred in March 2005 at which time the commingled fund purchased the six properties at Realty’s cost in accordance with its contract with Realty. Accordingly, no gain or loss was recognized by Realty on these sales. Each property, prior to the launch of the aforementioned commingled fund, was carried at cost, which management concluded approximated fair value due to the length of Realty’s holding period for each property. Realty accumulated these properties prior to closing to provide potential investors with a better understanding of the type and quality of assets to be purchased by the fund.

In February 2005, the Company issued $250,000 of convertible debentures (see note 15). The Company used a portion of the net proceeds from this issuance to retire the bridge promissory note.

A summary of the estimated fair values of the net assets acquired in this acquisition is as follows:

Accounts receivable	$	37,930
Real estate assets held for sale		112,184
Investments		72,775
Property and equipment		3,993
Deferred mutual fund commissions		20,824
Other assets		3,447
Assembled workforce		12,891
Management contracts acquired		298,365
Purchase price contingencies		(29,775	)
Liabilities assumed		(258,066	)
Total purchase price, including acquisition costs	$	274,568
Summary of consideration, net of cash acquired
Cash	$	237,356
Restricted class A common stock, at fair value		37,212
	$	274,568

The Company is completing its evaluation of the fair value of the assets and liabilities of SSR as of the acquisition date. As such, certain adjustments may be made to the fair value estimates presented above.

- 12 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

2. Acquisition (continued)

The following unaudited pro forma combined financial information is presented for illustrative purposes only and is not necessarily indicative of the combined results of operations for future periods or the results of operations that actually would have been realized had BlackRock and SSR been a combined company during the specified periods prior to the closing. The pro forma combined financial information is based on the respective historical unaudited interim financial statements of BlackRock and SSR and does not reflect acquisition-related compensation incurred by SSR during 2005 and is adjusted for benefits associated with the termination of a lease held by SSR in January 2005. In addition, the pro forma combined financial information has been adjusted to reflect a full quarter’s recognition of amortization expense of intangible assets related to SSR management contracts acquired, recognition of interest expense related to borrowings used to finance the acquisition, and reduced depreciation associated with the write-off of SSR property and equipment that will not be used in the Company’s ongoing operations. Management has realized, and expects to continue to realize, net operating synergies from this transaction due to the related product expansion and scale benefits. The pro forma combined financial information does not reflect the potential impact of these net operating synergies.

	Three months ended September 30,					Nine months ended September 30,
	2005		2004			2005		2004
Total revenue	$	300,807	$	235,508		$	844,066	$	743,249
Operating income (loss)	$	79,669	$	(12,700	)	$	234,420	$	152,853
Net income (loss)	$	61,119	$	(5,198	)	$	162,985	$	116,223
Earnings (loss) per share:
Basic	$	0.95	$	(0.08	)	$	2.53	$	1.81
Diluted	$	0.92	$	(0.08	)	$	2.44	$	1.75

3. Investments

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

			Gross Unrealized					Carrying Value
September 30, 2005	Cost		Gains		Losses
Mutual funds	$	11,427	$	403	$	(97	)	$	11,733
Collateralized debt obligations		25,979		928		(505	)		26,402
Total investments, available for sale	$	37,406	$	1,331	$	(602	)	$	38,135
December 31, 2004
Mutual funds	$	6,226	$	70	$	(17	)	$	6,279
Collateralized debt obligations		10,576		2,184		—			12,760
Total investments, available for sale	$	16,802	$	2,254	$	(17	)	$	19,039

- 13 -

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, 2005	Cost		Carrying Value
Mutual funds	$	19,596	$	21,789
Equity securities		15,964		19,819
Mortgage-backed securities		14,018		13,790
Corporate notes and bonds		8,354		8,215
Municipal debt securities		119		124
Total investments, trading		58,051		63,737
Other funds
Equity method		59,640		75,816
Cost method		53,335		54,573
Fair value		31,967		31,967
Total other funds		144,942		162,356
Deferred compensation plans		20,976		24,379
Other		2,693		3,660
Total investments, other		168,611		190,395
Total investments, trading and other	$	226,662	$	254,132
December 31, 2004
U.S. government securities	$	22,276	$	22,275
Mutual funds		13,869		15,688
Mortgage-backed securities		12,435		12,388
Equity securities		5,976		9,384
Corporate notes and bonds		9,373		9,371
Municipal debt securities		119		120
Total investments, trading		64,048		69,226
Equity method		48,725		49,528
Cost method		33,885		34,605
Fair value		30,321		30,321
Total other funds		112,931		114,454
Deferred compensation plans		22,148		24,720
Other		367		58
Total investments, other		135,446		139,232
Total investments, trading and other	$	199,494	$	208,458

- 14 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

3. Investments (continued)

The carrying value of investments in debt securities by contractual maturity at September 30, 2005 is as follows:

Maturity Date	Carrying Value
1-5 years	$	11,342
5-10 years		2,512
After 10 years		8,275
Total	$	22,129

4. Other Income

Other income consists of the following:

	Three months ended September 30,				Nine months ended September 30,
	2005		2004		2005		2004
BlackRock Solutions	$	28,883	$	21,488	$	79,446	$	59,165
Real estate property management fees		8,910		—		23,250		—
Distribution fees		3,533		—		7,882		—
Investment accounting		1,797		1,510		5,427		4,448
Other		3,043		446		7,905		3,135
	$	46,166	$	23,444	$	123,910	$	66,748

Real estate property management fees for the three and nine months ended September 30, 2005 include $6,485 and $16,783, respectively, for reimbursement of the cost of compensation and benefits related to certain Realty employees. The related compensation and benefits of these employees are included in the Company’s employee compensation and benefits expense in the consolidated financial statements.

- 15 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

5. Derivative Instruments Held For Trading

SSRM acts as investment manager for a synthetic collateralized credit default swap obligation. A synthetic collateralized credit default swap obligation occurs when a counterparty provides credit protection through a series of credit default swaps to third parties. The counterparty further securitizes this credit protection by obtaining a super senior insurance policy and issuing several classes of credit default swaps to third parties. Losses in the counterparty’s reference pool (i.e., asset-backed securities and corporate bonds) are first absorbed by the most subordinated class of the credit default swaps issued by the structure. As collateral manager for this specific synthetic collateralized credit default swap obligation (“Pillars”), the Company bears no risk beyond reputational risk contingent on the performance of the structure. In addition, the Company has entered into a credit default swap with Pillars affording the structure credit protection of approximately $16,700, representing the Company’s maximum risk of loss. This swap represents seed capital invested by the Company in a new product and facilitated the issuance of credit default swaps to third parties. Under the terms of its credit default swap with Pillars, the Company is entitled to an annual coupon of 4% of its notional balance of $16,700 and 25% of the structure’s residual balance at its scheduled termination date of December 23, 2009. The Company’s management has performed a control assessment of its variable interests in Pillars (a collateral management agreement and the credit default swap) under FIN 46R, Consolidation of Variable Interest Entities-an Interpretation of ARB 51, and has concluded the Company is not Pillar’s primary beneficiary. Pursuant to SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, the Company carries the Pillars credit default swap at fair value based on the expected future cash flows under the arrangement. At September 30, 2005, the fair value of the Pillars credit default swap was $3,138.

- 16 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

6. Intangible Assets

Intangible assets at September 30, 2005 and December 31, 2004 are summarized as follows:

	Weighted-avg. estimated useful life	September 30, 2005
		Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net
Goodwill and indefinite-life intangible assets
Goodwill	N/A	$	255,656	$	65,842	$	189,814
Management contracts acquired:
Mutual funds	N/A		195,586		—		195,586
Private investment funds	N/A		44,242		—		44,242
Other	N/A		23		—		23
Total goodwill and indefinite-life intangible assets			495,507		65,842		429,665
Definite-life intangible assets
Management contracts acquired:
Institutional separate accounts	10.7		56,900		4,314		52,586
Collateralized debt obligations	9.0		6,200		546		5,654
Private investment funds	9.9		8,140		4,335		3,805
Total definite-life intangible assets	10.5		71,240		9,195		62,045
Total intangible assets		$	566,747	$	75,037	$	491,710
	Weighted-avg. estimated useful life	December 31, 2004
		Gross Carrying Amount		Accumulated Amortization		Intangible Assets, Net
Goodwill and indefinite-life intangible assets
Goodwill	N/A	$	242,766	$	65,842	$	176,924
Management contracts acquired:
Private investment funds	N/A		2,842		—		2,842
Other	N/A		23		—		23
Total goodwill and indefinite-life intangible assets			245,631		65,842		179,789
Definite-life intangible assets
Management contract acquired:
Private investment funds	10.0		8,040		3,719		4,321
Total definite-life intangible assets	10.0		8,040		3,719		4,321
Total intangible assets		$	253,671	$	69,561	$	184,110

- 17 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

6. Intangible Assets (continued)

Future expected amortization of intangible assets expense for the each of the five succeeding years is as follows:

2005	$	2,029
2006		8,114
2007		8,114
2008		8,114
2009		8,114

7. BlackRock, Inc. 2002 Long Term Retention and Incentive Plan (“LTIP”)

The LTIP permits the grant of up to $240,000 in deferred compensation awards (the “LTIP Awards”), which were previously subject to the achievement of certain performance hurdles by the Company. Under the terms of the LTIP, grants of awards fully vest if BlackRock’s average closing 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. For the first nine months of 2005, the Company’s average closing stock price exceeded the $62 threshold. In addition to the stock price threshold, the vesting of awards is contingent on the participants’ continued employment with the Company for periods ranging from two to five years. The Company has granted approximately $230,800 in LTIP awards, net of forfeitures. Quarterly expense attributable to LTIP awards during the period from October 1, 2005 through December 31, 2006 will be approximately $15,300 based on awards granted.

Up to $200,000 of the LTIP Awards will result in no economic cost to the Company as this amount will be funded with up to 4 million shares of BlackRock class A common stock to be surrendered by The PNC Financial Services Group, Inc. (“PNC”) and distributed to LTIP participants in 2007, less income tax withholding. Shares attributable to value in excess of PNC’s $200,000 LTIP funding requirement will be available to support 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 and PNC. In addition, shares distributed to LTIP participants in 2007 will include an option to put such distributed shares back to BlackRock at fair market value. The remaining $40,000 of awards are payable in cash by the Company with the corresponding expense fully reflected in both reported and adjusted earnings. On the payment date, the Company will record a $200,000 capital contribution from PNC. Since the stock based awards payable under the plan will consist of previously issued and outstanding shares of class A common stock currently owned by PNC, dilution would not result from the stock based awards. The put option was provided to LTIP participants for liquidity purposes due to the Company’s small public float (over 80% of outstanding shares are owned by PNC and employees). The Company’s average daily trading volume for the past four quarters approximated 70,000 shares of class A common stock as compared to approximately 2.5 million shares of class A common stock that will be distributed to employees in early 2007. Put elections made by employees will be accounted for as treasury stock repurchases and will be accretive to the Company’s earnings per share.

- 18 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

8. Employee Benefit and Incentive Compensation Plans

In addition to the employee benefit plans described in the Company’s annual report, the Company assumed certain employee benefit plans from SSR as a result of the acquisition.

Deferred Compensation Plans

SSR’s deferred compensation plan (the “SSR New Plan”) allowed participants to elect to defer a portion of their annual incentive compensation for either a fixed term or until retirement. SSR has funded a portion of the obligation through the purchase of life insurance policies to the benefit of SSR. At September 30, 2005, obligations under the SSR New Plan totaled $15,215. Changes in the Company’s obligations under the SSR New Plan, as a result of appreciation or depreciation of the underlying life insurance policies’ cash surrender value, are recorded as compensation and benefits in the consolidated statements of operations.

Prior to 2003, SSR sponsored a deferred compensation plan (the “SSR Old Plan”) under which eligible participants could defer annual incentive compensation and commissions for either a fixed term or upon retirement. Obligations under this plan were funded through insurance policies acquired by SSR to the benefit of the respective participant. SSR is entitled to the return of any premium paid and, as such, premiums paid are recorded by SSR as a receivable from the participant. At the end of a participant’s deferral period, all amounts advanced by SSR will be applied against SSR’s obligation under the SSR Old Plan. All obligations under the SSR Old Plan are convertible to obligations under the SSR New Plan at the election of the participant at the respective insurance policy’s cash surrender value. At September 30, 2005, SSR advances to employees and obligations under the SSR Old Plan are each $3,124.

401(k) and Retirement Savings Plans

The Company assumed two 401(k) and Retirement Savings Plans covering employees of SSRM and Realty (the “Research Plan” and “Realty Plan,” respectively) as a result of the SSR acquisition.

Effective with the closing of the SSR acquisition, accrued benefits for all participants in the Research Plan and selected participants in the Realty Plan were frozen and the Research Plan was closed to new participants. All participants whose accrued benefits were frozen will participate in the PNC Incentive Savings Plan (“ISP”). The terms of the ISP are included in note 10 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. For all employees who remain active participants in the Realty Plan, employee contributions of up to 3%, as well as an additional 50% of the next 2% of eligible compensation, subject to Internal Revenue Code limitations, are matched by the Company.

Defined Benefit Pension Plan

Through the SSR acquisition, the Company assumed a defined benefit pension plan. All accrued benefits under the defined benefit pension plan are currently frozen and the plan is closed to new participants. Participant benefits under the plan will not change with salary increases or additional years of service.

SSR pension benefit costs are developed from actuarial valuations. Inherent in these valuations are key assumptions, including the discount rate and expected long-term rate of return on plan assets. Material changes in pension benefit costs may occur in the future due to changes in these assumptions, changes in the number of plan participants and changes in plan asset levels.

- 19 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

8. Employee Benefit and Incentive Compensation Plans (continued)

Defined Benefit Pension Plan (continued)

The measurement date used to determine pension benefit measures for the defined pension benefit plan is January 31, 2005, the closing date of the SSR acquisition. The measurement date on a going forward basis will be December 31 of each year.

Accrued pension costs are included in accrued compensation in the consolidated statement of financial condition. The following table presents the funded status of the plan:

	January 31, 2005
Funded status:
Benefit obligation at measurement date	$	(3,732	)
Fair value of plan assets		2,339
Funded status at measurement date	$	(1,393	)

There are no reconciling items between the pension plan’s funded status and accrued pension costs reflected in the Company’s consolidated statement of financial condition at the measurement date. Pension costs incurred from the measurement date through September 30, 2005 consist of the following:

Interest cost	$	129
Expected return on plan assets		(130	)
Total period net pension income	$	(1	)

Weighted-average assumptions used to determine benefit obligations at January 31, 2005:

Discount rate	5.25	%
Expected long-term return on plan assets	8.50	%
Rate of compensation increase	N/A

- 20 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

8. Employee Benefit and Incentive Compensation Plans (continued)

Defined Benefit Pension Plan (continued)

The weighted-average allocation of pension plan assets is as follows:

	January 31, 2005
Asset Category
Equity	54.0	%
Debt	41.0
Other	5.0
Total	100.0	%

Plan assets consist primarily of listed domestic equity securities and U.S. government, agency and corporate debt securities held in two BlackRock Funds. Plan assets do not include any common stock or debt of BlackRock.

Target allocations of pension assets and investment options are currently being evaluated by the Company’s Retirement Committee and will be revised from historical levels. The Company’s Retirement Committee anticipates finalizing the pension plan’s revised target allocations by December 31, 2005 and does not expect this revision to have a material impact on the Company’s consolidated financial statements.

The Company does not expect to make a contribution into the pension plan during 2005. The following benefit payments are expected to be paid:

Periods
October 1, 2005 - December 31, 2005	$	24
January 1, 2006 - December 31, 2006		100
January 1, 2007 - December 31, 2007		112
January 1, 2008 - December 31, 2008		127
January 1, 2009 - December 31, 2009		142
January 1, 2010 - December 31, 2014		843

- 21 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

9. Common Stock

BlackRock’s authorized class A common stock, $0.01 par value, was 250,000,000 shares as of September 30, 2005 and December 31, 2004. BlackRock’s authorized class B common stock, $0.01 par value, was 100,000,000 shares as of September 30, 2005 and December 31, 2004.

The Company’s issued and outstanding common stock and related activity during the nine month period ended September 30, 2005 consists of the following:

	Shares issued
	Common shares			Treasury shares				Shares outstanding
	Class			Class				Class
	A	B		A		B		A		B
December 31, 2004	19,243,878	45,499,510		(270,998	)	(806,667	)	18,972,880		44,692,843
Conversion of class B stock to class A stock	30,647	(382,226	)	351,579				382,226		(382,226	)
Issuance of class A common stock	700,780	—		487,031		—		1,187,811		—
Treasury stock transactions	—	—		(911,339	)	—		(911,339	)	—
September 30, 2005	19,975,305	45,117,284		(343,727	)	(806,667	)	19,631,578		44,310,617

10. 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,
	2005		2004			2005		2004
Net income (loss)	$	61,119	$	(9,814	)	$	160,990	$	93,389
Basic weighted-average shares outstanding		64,087,871		63,676,776			64,243,408		63,693,281
Dilutive potential shares from stock options		2,626,926		—			2,566,298		2,165,271
Dilutive weighted-average shares outstanding		66,714,797		63,676,776			66,809,706		65,858,552
Basic earnings (loss) per share	$	0.95	$	(0.15	)	$	2.51	$	1.47
Diluted earnings (loss) per share	$	0.92	$	(0.15	)	$	2.41	$	1.42

- 22 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

11. Supplemental Statements of Cash Flow Information

Supplemental disclosure of cash flow information:

	Nine months ended September 30,
	2005		2004
Cash paid for interest	$	3,936	$	926
Cash paid for income taxes	$	103,282	$	65,856

Supplemental schedule of noncash transactions:

	Nine months ended September 30,
	2005		2004
Reissuance of treasury stock, class A, at a discount to its cost basis	$	27,741	$	16,596
Convertible debt issuance costs	$	5,000	$	—
Decrease in investments due to deconsolidation of sponsored investment fund	$	13,758	$	—
Decrease in minority interest due to deconsolidation of sponsored investment fund	$	18,170	$	—
Stock issued in SSR acquisition	$	37,212	$	—
Short term borrowings assumed in SSR acquisition	$	111,840	$	—

12. 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.

- 23 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

12. Income Taxes (continued)

For the calendar year that includes the three months and nine months ended September 30, 2005, 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 Jobs Act created a one-time opportunity for U.S. companies to repatriate undistributed earnings from foreign subsidiaries at a substantially reduced federal tax rate. The reduced rate is achieved via an 85% dividends received deduction. In the Company’s case, foreign earnings must be repatriated by December 31, 2005 in order to qualify for this benefit. The Company’s management has concluded that it is not in the Company’s best interest to repatriate any earnings under the Jobs Act. Under the provisions of Accounting Principles Board Opinion No. 23, Accounting for Income Taxes – Special Areas, the Company has not recorded a provision for income taxes that would occur upon repatriation of foreign earnings.

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

	Three months ended September 30,					Nine months ended September 30,
	2005		2004			2005			2004
Current:
Federal	$	26,187	$	20,105		$	84,831		$	60,138
State and local		3,946		(292	)		10,294			5,596
Foreign		1,241		1,038			3,216			3,038
Release of reserves related to New
York State tax audits		—		—			—			(8,519	)
Total current		31,374		20,851			98,341			60,253
Deferred:
Federal		5,397		(23,724	)		(1,441	)		(16,274	)
State and local		306		(4,392	)		(1,168	)		(4,634	)
Total deferred		5,703		(28,116	)		(2,609	)		(20,908	)
Total	$	37,077	$	(7,265	)	$	95,732		$	39,345

- 24 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

12. Income Taxes (continued)

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

	September 30, 2005		December 31, 2004
Deferred tax assets:
Compensation and benefits	$	86,942	$	71,804
Deferred revenue		1,422		1,321
Other		4,394		5,165
Gross deferred tax asset		92,758		78,290
Deferred tax liabilities:
Goodwill		44,839		39,370
Depreciation		10,401		8,369
Other		7,705		4,311
Gross deferred tax liability		62,945		52,050
Net deferred tax asset	$	29,813	$	26,240

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,
	2005			%		2004			%		2005			%		2004			%
Expected income tax expense (benefit)	$	34,685		35.0	%	$	(5,843	)	35.0	%	$	90,759		35.0	%	$	47,934		35.0	%
Increase (decrease) in income taxes resulting from:
State and local taxes		2,764		2.8			(2,892	)	17.3			5,932		2.3			1,267		0.9
Foreign taxes		35		—			1,780		(10.7	)		411		0.2			2,253		1.6
Tax-exempt interest income		(526	)	(0.5	)		(380	)	2.3			(1,085	)	(0.4	)		(1,093	)	(0.8	)
Minority interest		(316	)	(0.3	)		(134	)	0.8			(907	)	(0.4	)		(1,477	)	(1.1	)
Release of reserves related to New York State Tax audits		—		—			—		—			—		—			(8,519	)	(6.2	)
Other		435		0.4			204		(1.2	)		622		0.2			(1,020	)	(0.7	)
Income tax expense (benefit)	$	37,077		37.4	%	$	(7,265	)	43.5	%	$	95,732		36.9	%	$	39,345		28.7	%

- 25 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

13. 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 the Company may have 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, 2005 and December 31, 2004, the aggregate assets and debt and BlackRock’s risk of loss in VIEs in which BlackRock has not been deemed primary beneficiary are as follows:

	Assets		Debt		BlackRock Risk of Loss
September 30, 2005
Collaterized debt obligations	$	5,787,600	$	5,190,600	$	43,068
Private investment funds		4,486,600		1,284,500		8,950
Total	$	10,274,200	$	6,475,100	$	52,018
December 31, 2004
Collaterized debt obligations	$	3,152,000	$	2,700,000	$	13,800
Private investment funds		1,872,000		125,000		33,000
Total	$	5,024,000	$	2,825,000	$	46,800

14. Comprehensive Income

	Three months ended September 30,						Nine months ended September 30,
	2005			2004			2005			2004
Net income (loss)	$	61,119		$	(9,814	)	$	160,990		$	93,389
Other comprehensive income (loss):
Unrealized gain (loss) on investments, available for sale, net		265			840			(697	)		(1,013	)
Foreign currency translation gain (loss)		(456	)		(76	)		(3,068	)		953
Comprehensive income (loss)	$	60,928		$	(9,050	)	$	157,225		$	93,329

- 26 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

15. Borrowings

Convertible Debt

In February 2005, the Company issued $250,000 aggregate principal amount of convertible debentures (the “Debentures”), which will be due in 2035 and bear interest at a rate of 2.625% per annum. Interest is payable semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2005. The Company used a portion of the net proceeds from this issuance to retire a $150,000 bridge promissory note, the proceeds of which were used to fund a portion of the purchase price for the SSR acquisition.

Prior to February 15, 2009, the Debentures will be convertible at the option of the holder at an initial conversion rate of 9.7282 shares of common stock per $1 principal amount of Debentures. The Debentures will be convertible into cash and, in some situations as described below, additional shares of the Company’s class A common stock, if during the five business day period after any five consecutive trading day period in which the trading price per debenture for each day of such period is less than 103% of the product of the last reported sale price of the class A common stock of the Company and the conversion rate of the Debentures on each such day or upon the occurrence of certain other corporate events, such as a distribution to the holders of class A common stock of certain rights, assets or debt securities, if the Company becomes party to a merger, consolidation or transfer of all or substantially all of its assets or a change of control of the Company. On and after February 15, 2009, the Debentures will be convertible at any time prior to maturity at the option of the holder into cash and, in some situations as described below, additional shares of the Company’s class A common stock at the above initial conversion rate, subject to adjustments.

At the time Debentures are tendered for conversion, for each $1 principal amount of Debentures converted, a holder will be entitled to receive cash and shares of class A common stock, if any, the aggregate value of which (the “conversion value”) will be determined by multiplying the applicable conversion rate by the average of the daily volume weighted average price of class A common stock for each of the ten consecutive trading days beginning on the second trading day immediately following the day the Debentures are tendered for conversion (the “ten day weighted average price”). The Company will deliver the conversion value to holders as follows: (1) an amount in cash (the “principal return”) equal to the lesser of (a) the aggregate conversion value of the Debentures to be converted and (b) the aggregate principal amount of the Debentures to be converted, and (2) if the aggregate conversion value of the Debentures to be converted is greater than the principal return, an amount in shares (the “net shares”), determined as set forth below, equal to such aggregate conversion value less the principal return (the “net share amount”). The number of net shares to be paid will be determined by dividing the net share amount by the ten day weighted average price. In lieu of delivering fractional shares, the Company will deliver cash based on the ten day weighted average price.

The conversion rate for the Debentures is subject to adjustments upon the occurrence of certain corporate events, such as a change of control of the Company, an increase in the Company’s quarterly dividend greater than $0.30 per share, the issuance of certain rights or warrants to holders of, or subdivisions on, the class A common stock, a distribution of assets or indebtedness to holders of class A common stock or a tender offer on the class A common stock. The conversion rate adjustments vary depending upon the specific corporate event necessitating the adjustment and serve to ensure that any economic gains realized by the Company’s stockholders are shared with the holders of the Debentures. The initial conversion rate of 9.7282 was determined by the underwriters based on market conditions. Management does not currently anticipate any such corporate events. However, the declaration and payment of dividends by the Company are subject to the discretion of the Board of Directors. The Board of Directors will determine future dividend policy based on the Company’s results of operations, financial condition, capital requirements and other circumstances.

- 27 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

15. Borrowings (continued)

Convertible Debt (continued)

If the effective date or anticipated effective date of certain transactions that constitute a change of control occurs on or prior to February 15, 2010, under certain circumstances, the Company will provide for a make whole amount by increasing, for a certain time period, the conversion rate by a number of additional shares of class A common stock for any conversion of Debentures in connection with such transactions. The amount of additional shares will be determined based on the price paid per share of class A common stock in the transaction constituting a change of control and the effective date of such transaction. However, if such transaction constitutes a public acquirer change of control, in lieu of increasing the conversion rate, the Company may elect to adjust its conversion obligation.

Beginning February 20, 2010, the Company may redeem any of the Debentures at a redemption price of 100% of their principal amount, plus accrued and unpaid interest, including contingent interest and accrued and unpaid liquidated damages, if any. Holders of Debentures have the right to require the Company to repurchase the Debentures for cash on February 15, 2010, 2015, 2020, 2025 and 2030. In addition, holders of the Debentures may require the Company to repurchase the Debentures for cash at a repurchase price equal to 100% of their principal amount plus accrued and unpaid interest, including contingent interest and accrued and unpaid liquidated damages, if any, (i) upon a change of control of the Company or (ii) if the class A common stock is neither listed for trading on the New York Stock Exchange nor approved for trading on the NASDAQ.

The Company is obligated to pay contingent interest, which is the amount of interest payable to holders of Debentures for any six-month period from February 15 to August 15 or from August 15 to February 15, with the initial six-month period commencing February 15, 2010, if the trading price of the Debentures for each of the ten trading days immediately preceding the first day of the applicable six-month period equals 120% or more of the principal amount of the Debentures. During any period when contingent interest is payable, the contingent interest payable per Debenture will equal 0.25% of the average trading price of the Debentures during the ten trading days immediately preceding the first day of the applicable six-month interest period.

The Company will pay liquidated damages to holders of the Debentures if the Company suspends the use of the SEC registration statement, pursuant to which holders of Debentures may resell their Debentures, and thereby prevents such holders from reselling their Debentures for a period that exceeds (i) 45 days in any three month period or (ii) an aggregate of 120 days in any 12 month period. During any period when liquidated damages are payable, the liquidated damages payable per Debenture will equal 0.25% of the outstanding principal amount of the Debentures for the first 90 days after the occurrence of the offending event and 0.50% of the outstanding principal amount of the Debentures after the first 90 days. The Company has not suspended the use of the registration statement.

The Company does not currently anticipate that any of the put and call rights, conversion rights, adjustments to the conversion rate, contingent interest and liquidated damages features will affect the Company’s liquidity and capital resources. Since both the Company’s call option and the holders put option are primarily based on the current interest rate environment, management concluded that this option is clearly and closely related to the debt host and did not require bifurcation under SFAS 133.

Line of Credit

Realty, a wholly owned subsidiary of the Company, has a $200,000 line of credit with MetLife (see note 17).

- 28 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

16. Lease Commitments

Future minimum commitments under BlackRock’s operating leases, including leases assumed in the SSR acquisition and net of rental reimbursements of $433 through 2006 from sublease arrangements, are as follows:

2005	$	5,141
2006		20,657
2007		20,525
2008		20,370
2009		20,651
Thereafter		155,865
	$	243,209

17. 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 funds.

Revenues for services provided to these are as follows:

	Three months ended September 30,				Nine months ended September 30,
	2005		2004		2005		2004
Investment advisory and administration fees:
BlackRock Open-end Funds:
PNC	$	7,333	$	7,185	$	20,789	$	25,347
Other		29,451		9,104		79,890		27,781
BlackRock Closed-end Funds - Other		23,127		17,978		64,120		52,252
BlackRock Liquidity Funds
PNC		4,598		3,817		12,536		10,025
Other*		16,573		15,691		50,171		49,256
STIF - PNC		222		264		660		796
Other		519		34		1,275		43
	$	81,823	$	54,073	$	229,441	$	165,500

* 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, MetLife-sponsored variable annuities and separate accounts, 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.

- 29 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

17. Related Party Transactions (continued)

Revenues for such services are as follows:

	Three months ended September 30,				Nine months ended September 30,
	2005		2004		2005		2004
Separate accounts:
MetLife	$	14,160	$	—	$	37,527	$	—
Nomura		2,194		2,237		6,699		6,542
PNC		1,468		1,588		4,508		5,026
Private client services - PNC		1,383		1,387		4,149		4,271
Alternative investments - PNC		664		124		988		330
Other income-risk management - PNC		1,456		1,250		3,941		3,750
	$	21,325	$	6,586	$	57,812	$	19,919

Total revenue earned by BlackRock for providing asset management and other services to PNC subsidiaries or PNC-related accounts for the three months ended September 30, 2005 and 2004 totaled $17,124 and $15,615, respectively, and for the nine months ended September 30, 2005 and 2004 totaled approximately $47,571 and $49,545, respectively.

The Company has entered into various memoranda of understanding and co-administration agreements with affiliates of PNC pursuant to which the Company pays service fees for PNC Advisors’ (PNC’s wealth management business) clients invested in 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 which, in management’s view, resulted in reasonable allocations.

MetLife provided general and administration services to the Company, during a transition period, in support of SSR and its consolidated subsidiaries. These services ceased during the second quarter of 2005. In addition, BlackRock leases a portion of its office space under formal sublease agreements with MetLife.

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.

Realty maintains a $200,000 line of credit with a subsidiary of MetLife, which expires on January 31, 2006. Realty uses the line of credit to finance the acquisition of real estate prior to the closing of sponsored investment funds. During the quarter ended March 31, 2005, the Company repaid outstanding advances under the line of credit, which totaled $92,500, following the sale of related real estate to a newly formed investment fund. Borrowings under the affiliated line of credit bear interest at LIBOR plus 1.5%. At September 30, 2005, Realty had no advances outstanding under the line of credit.

- 30 -

PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

17. Related Party Transactions (continued)

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,
	2005		2004		2005		2004
Fund administration and servicing costs	$	4,250	$	4,227	$	12,362	$	14,243
General and administration		2,300		1,082		6,577		3,332
General and administration-consulting		450		399		2,958		3,485
	$	7,000	$	5,708	$	21,897	$	21,060

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 $15,423 and $2,983 at September 30, 2005 and December 31, 2004, respectively, primarily representing investment and administration services provided to MetLife, Nomura and PNC subsidiaries and affiliates.

Other assets include advances to employees under the SSR Old Plan and Company-owned life insurance policies, underwritten by MetLife, which are used to fund obligations under the SSR New Plan totaling $3,124 and $12,920, respectively.

Accounts payable and accrued liabilities-affiliate were $29,769 and $3,632 at September 30, 2005 and December 31, 2004, respectively. These amounts primarily represent settlements due on SSR acquisition-related costs and settlements due on income taxes payable to PNC and do not bear interest.

- 31 -

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 $427.8 billion of assets under management at September 30, 2005. BlackRock manages assets on behalf of institutional and individual investors worldwide through a variety of equity, fixed income, cash management and alternative investment separate account and mutual fund products, including BlackRock Funds and the BlackRock Liquidity Funds. In addition, BlackRock provides risk management, investment system outsourcing and financial advisory services to institutional investors. 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 consumer banking, institutional banking, asset management and global fund processing services. As of September 30, 2005, PNC indirectly owned approximately 70% of BlackRock.

The following table summarizes BlackRock’s operating performance for the three months ended September 30, 2005, June 30, 2005 and September 30, 2004 and the nine months ended September 30, 2005 and 2004.

BlackRock, Inc.

Financial Highlights

(Dollar amounts in thousands, except share data)

(unaudited)

	Three months ended									Variance vs.
	September 30,						June 30, 2005			September 30, 2004					June 30, 2005
	2005			2004						Amount			%		Amount			%
Total revenue	$	300,807		$	170,999		$	271,389		$	129,808		76	%	$	29,418		11	%
Total expense	$	221,138		$	193,375		$	189,494		$	27,763		14	%	$	31,644		17	%
Operating income (loss)	$	79,669		$	(22,376	)	$	81,895		$	102,045		NM		$	(2,226	)	-3	%
Operating income, as adjusted (b)	$	100,160		$	52,016			94,333		$	48,144		93	%	$	5,827		6	%
Net income (loss)	$	61,119		$	(9,814	)	$	53,335		$	70,933		NM		$	7,784		15	%
Net income, as adjusted (a)	$	68,876		$	36,885		$	60,565		$	31,991		87	%	$	8,311		14	%
Diluted earnings (loss) per share	$	0.92		$	(0.15	)	$	0.80		$	1.07		NM		$	0.12		15	%
Diluted earnings per share, as adjusted (a)	$	1.03		$	0.56		$	0.91		$	0.47		84	%	$	0.12		13	%
Average diluted shares outstanding		66,714,797			63,676,776			66,796,087			3,038,021		5	%		(81,290	)	0	%
Operating margin		26.5	%		-13.1	%		30.2	%
Operating margin, as adjusted (b)		35.5	%		32.0	%		37.0	%
Assets under management ($ in millions)	$	427,837		$	323,465		$	414,411		$	104,372		32	%	$	13,426		3	%
	Nine months ended September 30,						Variance
	2005			2004			Amount			%
Total revenue	$	822,278		$	536,634		$	285,644			53	%
Total expense	$	594,133		$	426,662		$	167,471			39	%
Operating income	$	228,145		$	109,972		$	118,173			107	%
Operating income, as adjusted (b)	$	283,781		$	193,500		$	90,281			47	%
Net income	$	160,990		$	93,389		$	67,601			72	%
Net income, as adjusted (a)	$	188,960		$	129,997		$	58,963			45	%
Diluted earnings per share	$	2.41		$	1.42		$	0.99			70	%
Diluted earnings per share, as adjusted (a)	$	2.83		$	1.98		$	0.85			43	%
Average diluted shares outstanding		66,809,706			65,858,552			951,154			1	%
Operating margin		27.7	%		20.5	%
Operating margin, as adjusted (b)		36.7	%		37.8	%
Assets under management ($ in millions)	$	427,837		$	323,465		$	104,372			32	%

- 32 -

PART I - FINANCIAL INFORMATION (continued)

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

BlackRock, Inc.

Financial Highlights

(continued)

(a) While BlackRock reports its financial results using accounting principles generally accepted in the United States of America (“GAAP”), management believes that evaluating its ongoing operating results may not be as useful if investors are limited to reviewing only GAAP financial measures. Management reviews non-GAAP financial measures to assess on-going operations, and for the reasons described below, considers them to be effective indicators, for both management and investors, of BlackRock’s profitability and financial performance over time. Nevertheless, BlackRock’s management does not advocate that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Net income, as adjusted, and diluted earnings per share, as adjusted, have been derived from BlackRock’s consolidated financial statements, as follows:

	Three months ended								Nine months ended
	September 30,					June 30, 2005			September 30,
	2005		2004						2005			2004
Net income, GAAP basis	$	61,119	$	(9,814	)	$	53,335		$	160,990		$	93,389
Add back: PNC’s LTIP funding requirement		7,757		46,699			7,716			22,866			46,699
SSR acquisition costs		—		—			—			5,590			—
Release of reserves related to the New York State tax audit		—		—			—			—			(8,519	)
Impact of Trepp sale		—		—			(486	)		(486	)		(1,572	)
Net income, as adjusted		68,876		36,885			60,565			188,960			129,997
Diluted earnings per share, GAAP basis	$	0.92	$	(0.15	)	$	0.80		$	2.41		$	1.42
Diluted earnings per share, as adjusted	$	1.03	$	0.56		$	0.91		$	2.83		$	1.98

Management believes that net income, as adjusted, and diluted earnings per share, as adjusted, are effective measurements of BlackRock’s historical profitability and financial performance. The LTIP expense associated with awards to be met by PNC’s funding requirement has been excluded from net income, as adjusted, and diluted earnings per share, as adjusted, because, exclusive of the impact related to LTIP participants’ put options, these charges will not impact BlackRock’s book value. SSR acquisition costs consist of certain compensation costs and professional fees. Compensation reflected in this amount represents direct incentives related to alternative product performance fees generated in 2004 by SSR employees, assumed in conjunction with the acquisition and settled by BlackRock with no future service requirement. Net income, as adjusted, and diluted earnings per share, as adjusted, exclude this amount because it does not relate to the current period’s operations. Professional fees reflected in this amount, which have been deemed non-recurring by management, have been excluded from net income, as adjusted, and diluted earnings per share, as adjusted, to help ensure the comparability of this information to prior reporting periods.

- 33 -

PART I - FINANCIAL INFORMATION (continued)

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

BlackRock, Inc.

Financial Highlights (continued)

(b) Operating margin as adjusted, equals operating income, as adjusted, divided by revenue used for operating margin measurement, as indicated in the table below. 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,						June 30, 2005			September 30,
	2005			2004						2005			2004
Operating income, GAAP basis	$	79,669		$	(22,376	)	$	81,895		$	228,145		$	109,972
Add back: PNC LTIP funding obligation		12,313			74,125			12,247			36,296			74,125
Appreciation on assets related to deferred compensation plans		8,178			267			191			10,467			2,399
Trepp bonus		—			—			—			—			7,004
SSR acquisition costs		—			—			—			8,873			—
Operating income, as adjusted		100,160			52,016			94,333			283,781			193,500
Revenue, as reported		300,807			170,999			271,389			822,278			536,634
Less: fund administration and servicing costs		(11,997	)		(8,277	)		(10,426	)		(31,531	)		(24,655	)
Reimbursable property management compensation		(6,485	)		—			(6,239	)		(16,783	)		—
Revenue used for operating margin measurement		282,325			162,722			254,724			773,964			511,979
Operating margin, GAAP basis		26.5	%		-13.1	%		30.2	%		27.7	%		20.5	%
Operating margin, as adjusted		35.5	%		32.0	%		37.0	%		36.7	%		37.8	%

Management believes that operating income, as adjusted, and operating margin, as adjusted, are effective indicators of management’s ability to, and useful to management in deciding how to, effectively employ BlackRock’s resources. As such, management believes that operating income, as adjusted, and operating margin, as adjusted, provide useful disclosure to investors. Compensation expense associated with appreciation on assets related to BlackRock’s deferred compensation plans has been excluded because investment returns on these assets reported in non-operating income results in a nominal impact on net income. Reimbursable property management compensation represents compensation and benefits paid to certain BlackRock Realty Advisors, Inc. (“Realty”) personnel. These employees are retained on Realty’s payroll when properties are acquired by Realty’s clients. The related compensation and benefits are fully reimbursed by Realty’s clients and have been excluded from revenue used for operating margin measurement, as adjusted, because they bear no economic cost to BlackRock. Fund administration and servicing costs have been excluded from revenue used for operating margin measurement, as adjusted, because these costs fluctuate based on the discretion of a third party.

- 34 -

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 or, in the case of certain real estate clients, net operating income generated by the underlying properties, 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 typically 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 generally earned based on investment performance in excess of a contractual threshold and, accordingly, may increase the volatility of BlackRock’s revenue and earnings.

BlackRock provides a variety of risk management, investment analytic and investment system services to its customers, which include insurance companies, finance companies, pension funds, asset managers, foundations, consultants, mutual fund sponsors, real estate investment trusts, 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 based on a number of factors including pre-determined percentages of the market value of assets subject to the services and the number of individual investment accounts, or on fixed monthly or quarterly payments. Certain client accounts can also be subject to discretionary performance fees. The fees earned on risk management, investment analytic and investment system assignments are recorded as other income in the consolidated statements of operations. A subsidiary of BlackRock Realty Advisors, Inc. (“Realty”) earns management and performance fees for property management services associated with properties included in Realty’s real estate equity portfolios.

Operating expense consists of employee compensation and benefits, fund administration and servicing costs, general and administration expense, amortization of intangible assets and impairment of intangible assets, if any. Employee compensation and benefits expense includes salaries, deferred and incentive compensation, vesting of awards granted under the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan (“LTIP”) and related benefit costs. Fund administration and servicing costs includes payments made to PNC affiliated entities and third parties, primarily associated with the administration and servicing of client investments in BlackRock Funds and BlackRock Closed-end Funds. Intangible assets at September 30, 2005 and December 31, 2004 were approximately $491.7 million and $184.1 million, respectively, with amortization expense of approximately $2.5 million and $0.3 million for the three months ended September 30, 2005 and 2004, respectively, and approximately $5.5 million and $0.7 million for the nine months ended September 30, 2005 and 2004, respectively. Impairment of intangible assets represents a write-off of an acquired management contract due to liquidation of long-short equity hedge funds during the first quarter of 2004. Intangible assets primarily include management contracts and goodwill acquired in conjunction with the Company’s acquisition of SSRM Holdings, Inc. (“SSR”) during the first quarter of 2005 and PNC’s acquisition of BlackRock Financial Management, L.P. on February 28, 1995.

- 35 -

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 $104.4 billion, or 32%, to $427.8 billion at September 30, 2005, compared with $323.4 billion at September 30, 2004. The growth in assets under management was attributable to $50.0 billion of AUM acquired primarily in the Company’s acquisition of SSR in combination with an increase of $39.1 billion, or 12%, in net subscriptions and $15.3 billion, or 5%, in market appreciation.

Separate accounts at September 30, 2005, increased $81.0 billion, or 33%, to $324.0 billion as compared with $243.0 billion at September 30, 2004, as a result of AUM acquired in the SSR acquisition of $40.2 billion, net subscriptions of $27.1 billion and market appreciation of $13.7 billion. Acquisitions primarily represented the transition of $23.1 billion in MetLife-sponsored variable annuity products and separate accounts to the Company and $10.6 billion in alternative investment products consisting of real estate products, collateralized debt obligations and energy hedge funds of $6.3 billion, $3.4 billion and $0.8 billion, respectively. Net subscriptions, exclusive of the SSR acquisition, were primarily attributable to fixed income new client sales and increased fundings from existing fixed income clients of $25.8 billion. Market appreciation of $13.7 billion in separate accounts largely reflected appreciation earned on fixed income assets of $7.9 billion due to current income and changes in market interest rates, market appreciation in equity assets of $3.3 billion as equity markets improved during the period and $2.5 billion of market appreciation on alternative investment products.

The $23.3 billion increase in mutual fund assets to $103.8 billion at September 30, 2005, compared with $80.5 billion at September 30, 2004, primarily reflected acquired assets of $9.8 billion and net subscriptions of $12.0 billion. Acquisitions primarily reflect the merger of the SSR mutual funds into BlackRock Funds, representing an increase of $9.5 billion in AUM. During the year, net subscriptions in BlackRock Liquidity Funds, other commingled funds and BlackRock Closed-end Funds totaled $9.1 billion, $2.2 billion and $2.0 billion, respectively, all of which was partially offset by net redemptions in BlackRock Funds, exclusive of the SSR fund mergers, of $1.0 billion. Net new business in the BlackRock Liquidity Funds was primarily due to $11.4 billion of net subscriptions during the fourth quarter of 2004, driven by strong relative investment performance and partially offset by outflows attributable to increases in the Federal Funds rate during the first quarter of 2005, resulting in a temporary yield advantage for direct investments in money market investments versus mutual funds during those periods. Net subscriptions in other commingled funds resulted from the successful launch of BlackRock Cash Strategies, LLC, an enhanced-yield cash management product, during 2004. The increase in AUM of the BlackRock Closed-end Funds reflects new funds launched since September 30, 2004 of $2.4 billion, partially offset by term trust maturities of $0.4 billion.

AUM at September 30, 2005 increased $13.4 billion, or 3%, as compared to June 30, 2005, representing $10.7 billion in net subscriptions, including $3.6 billion for international clients and $2.7 billion in market appreciation. The $10.7 billion in net subscriptions during the third quarter of 2005 reflected separate account net subscriptions of $6.8 billion attributable to new fixed income clients and increased fundings from existing fixed income clients, as well as net mutual fund subscriptions of $3.9 billion. Net mutual fund subscriptions primarily consisted of inflows in cash management and equity funds of $3.1 billion and $1.0 billion, respectively. Market appreciation during the third quarter of 2005 of $2.7 billion was primarily attributable to appreciation on equity assets of $2.5 billion as equity markets strengthened during the period and alternative products of $1.0 billion, partially offset by market depreciation of $0.9 billion on fixed income assets primarily due to increases in market interest rates.

- 36 -

PART I - FINANCIAL INFORMATION (continued)

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

Assets Under Management (continued)

AUM as of September 30, 2005 and 2004 and December 31, 2004 are summarized below:

BlackRock, Inc.

Assets Under Management

(Dollar amounts in millions)

(unaudited)

	September 30,				December 31, 2004
	2005		2004
All Accounts
Fixed income	$	290,041	$	235,535	$	240,709
Cash Management		76,713		67,837		78,057
Equity		35,600		12,675		14,792
Alternative investment products		25,483		7,418		8,202
Total	$	427,837	$	323,465	$	341,760
Separate Accounts
Fixed income	$	264,704	$	211,075	$	216,070
Cash Management		8,357		7,703		7,360
Cash Management-Securities lending		5,653		8,636		6,898
Equity		19,789		8,129		9,397
Alternative investment products		25,483		7,418		8,202
Subtotal		323,986		242,961		247,927
Mutual Funds
Fixed income		25,337		24,460		24,639
Cash Management		62,703		51,498		63,799
Equity		15,811		4,546		5,395
Subtotal		103,851		80,504		93,833
Total	$	427,837	$	323,465	$	341,760

- 37 -

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 AUM for the three and nine months ended September 30, 2005 and 2004, respectively. Prior period 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,
	2005		2004		2005			2004
All Accounts
Beginning assets under management	$	414,411	$	309,654	$	341,760		$	309,356
Net subscriptions		10,747		7,302		26,411			6,945
Acquisitions		—		—		49,966			—
Market appreciation		2,679		6,509		9,700			7,164
Ending assets under management	$	427,837	$	323,465	$	427,837		$	323,465
Separate Accounts
Beginning assets under management	$	315,236	$	230,845	$	247,927		$	222,589
Net subscriptions		6,818		5,956		27,409			13,200
Acquisitions		—		—		40,181			—
Market appreciation		1,932		6,160		8,469			7,172
Ending assets under management		323,986		242,961		323,986			242,961
Mutual Funds
Beginning assets under management		99,175		78,809		93,833			86,767
Net subscriptions (redemptions)		3,929		1,346		(998	)		(6,255	)
Acquisitions		—		—		9,785			—
Market appreciation (depreciation)		747		349		1,231			(8	)
Ending assets under management		103,851		80,504		103,851			80,504
Total	$	427,837	$	323,465	$	427,837		$	323,465

- 38 -

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)

	Three Months Ended															Nine months ended September 30, 2005
	2004						2005
	September 30			December 31			March 31			June 30			September 30
Separate Accounts
Fixed Income
Beginning assets under management	$	199,762		$	211,075		$	216,070		$	239,912		$	258,411		$	216,070
Net subscriptions		5,201			1,121			4,906			12,855			6,891			24,652
Acquisitions		—			—			20,005			—			—			20,005
Market appreciation (depreciation)		6,112			3,874			(1,069	)		5,644			(598	)		3,977
Ending assets under management		211,075			216,070			239,912			258,411			264,704			264,704
Cash Management
Beginning assets under management		6,896			7,703			7,360			7,307			8,164			7,360
Net subscriptions (redemptions)		787			(362	)		(632	)		809			153			330
Acquisitions		—			—			558			—			—			558
Market appreciation		20			19			21			48			40			109
Ending assets under management		7,703			7,360			7,307			8,164			8,357			8,357
Cash Management-Securities lending
Beginning assets under management		8,771			8,636			6,898			6,791			7,368			6,898
Net subscriptions (redemptions)		(135	)		(1,738	)		(107	)		577			(1,715	)		(1,245	)
Ending assets under management		8,636			6,898			6,791			7,368			5,653			5,653
Equity
Beginning assets under management		8,790			8,129			9,397			18,610			18,525			9,397
Net subscriptions (redemptions)		(748	)		31			(107	)		(376	)		(203	)		(686	)
Acquisitions		—			—			9,061			—			—			9,061
Market appreciation		87			1,237			259			291			1,467			2,017
Ending assets under management		8,129			9,397			18,610			18,525			19,789			19,789
Alternative investment products
Beginning assets under management		6,626			7,418			8,202			19,566			22,768			8,202
Net subscriptions		851			666			462			2,204			1,692			4,358
Acquisitions		—			—			10,557			—			—			10,557
Market appreciation (depreciation)		(59	)		118			345			998			1,023			2,366
Ending assets under management		7,418			8,202			19,566			22,768			25,483			25,483
Total Separate Accounts
Beginning assets under management		230,845			242,961			247,927			292,186			315,236			247,927
Net subscriptions (redemptions)		5,956			(282	)		4,522			16,069			6,818			27,409
Acquisitions		—			—			40,181			—			—			40,181
Market appreciation (depreciation)		6,160			5,248			(444	)		6,981			1,932			8,469
Ending assets under management	$	242,961		$	247,927		$	292,186		$	315,236		$	323,986		$	323,986

- 39 -

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 (continued)

(Dollar amounts in millions)

(unaudited)

	Three Months Ended															Nine months ended September 30, 2005
	2004						2005
	September 30			December 31			March 31			June 30			September 30
Mutual Funds
Fixed Income
Beginning assets under management	$	23,780		$	24,460		$	24,639		$	25,379		$	25,671		$	24,639
Net subscriptions (redemptions)		270			197			(139	)		68			(82	)		(153	)
Acquisitions		—			—			989			89			—			1,078
Market appreciation (depreciation)		410			(18	)		(110	)		135			(252	)		(227	)
Ending assets under management		24,460			24,639			25,379			25,671			25,337			25,337
Cash Management
Beginning assets under management		50,276			51,498			63,799			59,985			59,651			63,799
Net subscriptions (redemptions)		1,222			12,309			(4,023	)		(334	)		3,052			(1,305	)
Acquisitions		—			—			210			—			—			210
Market depreciation		—			(8	)		(1	)		—			—			(1	)
Ending assets under management		51,498			63,799			59,985			59,651			62,703			62,703
Equity
Beginning assets under management		4,753			4,546			5,395			13,778			13,853			5,395
Net subscriptions (redemptions)		(146	)		455			(255	)		(244	)		959			460
Acquisitions		—			—			8,497			—			—			8,497
Market appreciation (depreciation)		(61	)		394			141			319			999			1,459
Ending assets under management		4,546			5,395			13,778			13,853			15,811			15,811
Total Mutual Funds
Beginning assets under management		78,809			80,504			93,833			99,142			99,175			93,833
Net subscriptions (redemptions)		1,346			12,961			(4,417	)		(510	)		3,929			(998	)
Acquisitions		—			—			9,696			89			—			9,785
Market appreciation		349			368			30			454			747			1,231
Ending assets under management	$	80,504		$	93,833		$	99,142		$	99,175		$	103,851		$	103,851

- 40 -

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)

	Three Months Ended															Nine months ended September 30, 2005
	2004						2005
	September 30			December 31			March 31			June 30			September 30
Mutual Funds
BlackRock Funds
Beginning assets under management	$	16,603		$	16,305		$	16,705		$	25,755		$	25,598		$	16,705
Net subscriptions (redemptions)		(391	)		60			(430	)		(549	)		(122	)		(1,101	)
Acquisitions		—			—			9,476			89			—			9,565
Market appreciation		93			340			4			303			728			1,035
Ending assets under management		16,305			16,705			25,755			25,598			26,204			26,204
BlackRock Global Series
Beginning assets under management		1,293			1,299			1,223			1,115			1,023			1,223
Net subscriptions (redemptions)		(21	)		(117	)		(104	)		(92	)		69			(127	)
Market appreciation (depreciation)		27			41			(4	)		—			1			(3	)
Ending assets under management		1,299			1,223			1,115			1,023			1,093			1,093
BlackRock Liquidity Funds
Beginning assets under management		45,854			47,087			58,453			53,864			53,229			58,453
Net subscriptions (redemptions)		1,233			11,374			(4,589	)		(635	)		2,921			(2,303	)
Market depreciation		—			(8	)		—			—			—			—
Ending assets under management		47,087			58,453			53,864			53,229			56,150			56,150
Closed End
Beginning assets under management		14,233			14,895			15,410			15,835			16,270			15,410
Net subscriptions		433			520			175			284			993			1,452
Acquisitions		—			—			220			—			—			220
Market appreciation (depreciation)		229			(5	)		30			151			18			199
Ending assets under management		14,895			15,410			15,835			16,270			17,281			17,281
Other Commingled Funds
Beginning assets under management		826			918			2,042			2,573			3,055			2,042
Net subscriptions		92			1,124			531			482			68			1,081
Ending assets under management		918			2,042			2,573			3,055			3,123			3,123
Total Mutual Funds
Beginning assets under management		78,809			80,504			93,833			99,142			99,175			93,833
Net subscriptions (redemptions)		1,346			12,961			(4,417	)		(510	)		3,929			(998	)
Acquisitions		—			—			9,696			89			—			9,785
Market appreciation		349			368			30			454			747			1,231
Ending assets under management	$	80,504		$	93,833		$	99,142		$	99,175		$	103,851		$	103,851

- 41 -

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, 2005 as compared with the three months ended September 30, 2004.

Revenue

Total revenue for the three months ended September 30, 2005 increased $129.8 million, or 76%, to $300.8 million, compared with $171.0 million for the three months ended September 30, 2004. Investment advisory and administration fees increased $107.1 million, or 73%, to $254.6 million for the three months ended September 30, 2005, compared with $147.5 million for the three months ended September 30, 2004. The increase in investment advisory and administration fees was the result of increases in fees earned across all asset classes. Other income of $46.1 million increased $22.7 million, or 97%, for the three months ended September 30, 2005, compared with $23.4 million for the three months ended September 30, 2004, primarily due to property management fees earned on real estate accounts assumed in the SSR acquisition, increased sales of BlackRock Solutions products and services and higher distribution fees earned on BlackRock Funds.

	Three months ended September 30,				Variance
	2005		2004		Amount		%
(Dollar amounts in thousands)	(unaudited)
Investment advisory and administration fees:
Mutual funds	$	81,823	$	54,073	$	27,750	51.3	%
Separate accounts		172,818		93,482		79,336	84.9
Total investment advisory and administration fees		254,641		147,555		107,086	72.6
Other income		46,166		23,444		22,722	96.9
Total revenue	$	300,807	$	170,999	$	129,808	75.9	%

Mutual fund advisory and administration fees increased $27.7 million, or 51%, to $81.8 million for the three months ended September 30, 2005, compared with $54.1 million for the three months ended September 30, 2004. The increase in mutual fund revenue was primarily the result of increases in BlackRock Funds revenue and closed-end fund revenue of $20.5 million and $5.2 million, respectively. The increase in BlackRock Funds revenue was primarily due to the merger of SSR’s mutual funds into BlackRock Funds, contributing to an increase of approximately $9.6 billion, or 59%, in average AUM in BlackRock Funds during the period as compared to the prior year. Closed-end fund revenue increased during the period as the result of a $2.4 billion increase in assets under management, which was primarily the result of closed-end fund launches since September 30, 2004.

Separate account revenue increased $79.3 million, or 85%, to $172.8 million for the three months ended September 30, 2005, compared with $93.5 million for the three months ended September 30, 2004. Separate account base fees increased $47.2 million, or 51%, to $140.1 million for the three months ended September 30, 2005, compared with $92.9 million for the three months ended September 30, 2004. Separate account base fees increased during the third quarter of 2005 primarily due to a $40.2 billion increase in AUM related to the SSR acquisition and an increase in AUM, exclusive of the SSR acquisition, of $40.8 billion, or 17%. Performance fees of $32.7 million for the three months ended September 30, 2005 increased $32.2 million compared with $0.5 million for the three months ended September 30, 2004. The increase in separate accounts performance fees reflected increased fees earned on the Company’s equity and fixed income hedge funds and real estate alternative investment products.

- 42 -

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, 2005 as compared with the three months ended September 30, 2004. (continued)

Revenue (continued)

Other income of $46.2 million for the three months ended September 30, 2005 primarily represents fees earned on BlackRock Solutions products and services of $28.9 million, property management fees of $8.9 million earned on real estate assets under management and distribution fees earned on BlackRock Funds of $3.5 million.

	Three months ended September 30,				Variance
	2005		2004		Amount		%
(Dollar amounts in thousands)	(unaudited)
Mutual fund revenue
BlackRock Funds	$	36,784	$	16,289	$	20,495	125.8	%
Closed-End Funds		23,128		17,978		5,150	28.6
BlackRock Liquidity Funds		21,171		19,508		1,663	8.5
Other commingled funds		740		298		442	148.3
Total mutual fund revenue		81,823		54,073		27,750	51.3
Separate account revenue
Separate account base fees		140,148		92,943		47,205	50.8
Separate account performance fees		32,670		539		32,131	NM
Total separate account revenue		172,818		93,482		79,336	84.9
Total investment advisory and administration fees		254,641		147,555		107,086	72.6
Other income		46,166		23,444		22,722	96.9
Total revenue	$	300,807	$	170,999	$	129,808	75.9	%

NM = Not meaningful

- 43 -

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, 2005 as compared with the three months ended September 30, 2004. (continued)

Expense

Total expense increased $27.8 million, or 14%, to $221.1 million in the third quarter of 2005, compared with $193.4 million during the third quarter of 2004. The increase was attributable to increases in compensation and benefits expense, exclusive of LTIP expense, general and administration expense, fund administration and servicing expense paid to third parties and amortization of intangible assets of $75.1 million, $22.3 million, $3.7 million and $2.3 million, respectively, partially offset by a decrease in LTIP expense of $75.6 million.

	Three months ended September 30,				Variance
	2005		2004		Amount			%
(Dollar amounts in thousands)	(unaudited)
Employee compensation and benefits	$	155,077	$	155,556	$	(479	)	(0.3	)%
Fund administration and servicing costs
Affiliated		4,250		4,227		23		0.5
Unaffiliated		7,747		4,050		3,697		91.3
General and administration		51,524		29,259		22,265		76.1
Amortization of intangible assets		2,540		283		2,257		NM
Total expense	$	221,138	$	193,375	$	27,763		14.4	%

NM = Not meaningful

Compensation and benefits expense decreased by $0.5 million for the quarter ended September 30, 2005 including a $75.6 million decline in LTIP expense. During the third quarter of 2004, management determined that full vesting of LTIP awards was probable and recorded a charge of $90.6 million reflecting LTIP expense from the beginning of the LTIP’s service period, January 1, 2002 through September 30, 2004, including related payroll taxes. Offsetting the decrease in LTIP expense was higher base compensation and benefits of $33.1 million due to increased staffing levels resulting from the SSR acquisition and business growth and increased incentive compensation of $34.4 million associated with higher performance fees and increased operating profits.

- 44 -

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, 2005 as compared with the three months ended September 30, 2004. (continued)

Expense (continued)

General and administration expense increased $22.3 million, or 76%, in the three months ended September 30, 2005 to $51.5 million, compared to $29.2 million for the three months ended September 30, 2004. The increase in general and administration expense was primarily due to increases in marketing and promotional expense of $12.3 million, occupancy expense of $3.6 million and other general and administration of $5.6 million. Marketing and promotional expense increased $12.3 million, or 157%, to $20.1 million, compared to $7.8 million for the three months ended September 30, 2004 primarily due to the Company’s mutual fund businesses and expanded institutional marketing efforts, particularly overseas. Occupancy costs for the three months ended September 30, 2005 totaled $9.6 million, representing a $3.5 million, or 59%, increase, from $6.1 million for the three months ended September 30, 2004. The increase in occupancy costs during the three months ended September 30, 2005 primarily reflected costs related to occupying 85,000 square feet of additional office space in New York during the first quarter of 2005 and costs related to properties assumed in the SSR acquisition. The $5.6 million, or 53%, increase in other general administration expense to $16.2 million for the three months ended September 30, 2005 compared to $10.6 million for the three months ended September 30, 2004 is primarily attributable to a $2.4 million increase in market data costs to support higher AUM levels and increased trading activities, $0.8 million in office related expenses and $0.7 million in increased professional fees primarily related to Sarbanes-Oxley Act compliance activities.

Fund administration and servicing expense paid to third parties increased $3.7 million in the third quarter to $7.7 million compared to $4.0 million for the third quarter 2004. The rise was due to increases in shareholder servicing fees related to new closed-end funds and additional assets associated with BlackRock Funds.

The $2.2 million increase in amortization of intangible assets to $2.5 million for the three months ended September 30, 2005, compared to $0.3 million for the three months ended September 30, 2004 reflects amortization of finite-lived management contracts acquired in the SSR acquisition.

	Three months ended September 30,				Variance
	2005		2004		Amount		%
(Dollar amounts in thousands)	(unaudited)
General and administration expense:
Marketing and promotional	$	20,097	$	7,823	$	12,274	156.9	%
Occupancy expense		9,631		6,066		3,565	58.8
Technology		5,591		4,771		820	17.2
Other general and administration		16,205		10,599		5,606	52.9
Total general and administration expense	$	51,524	$	29,259	$	22,265	76.1	%

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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, 2005 as compared with the three months ended September 30, 2004. (continued)

Operating Income and Net Income

Operating income was $79.7 million for the three months ended September 30, 2005, representing a $102.0 million increase compared with the three months ended September 30, 2004.

Non-operating income increased $13.7 million, or 242%, to $19.4 million for the three months ended September 30, 2005, as compared with the three months ended September 30, 2004. The increase was primarily due to increased investment related income from Company investments of $14.5 and employee deferred compensation of $2.2 in 2005, partially offset by interest expense associated with borrowings used to finance the cash portion of the SSR acquisition in 2005.

Income tax expense for the three months ended September 30, 2005 was $37.1 million, representing an effective tax rate of 37.4%, compared to an income tax benefit of $7.3 million for the third quarter of 2004.

Net income totaled $61.1 million for the three months ended September 30, 2005, compared with a net loss of $9.8 million for the three months ended September 30, 2004, representing an increase of $70.9 million.

- 46 -

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, 2005 as compared with the nine months ended September 30, 2004.

Revenue

Total revenue for the nine months ended September 30, 2005 increased $285.6 million, or 53%, to $822.3 million, compared with $536.6 million for the nine months ended September 30, 2004. Investment advisory and administration fees increased $228.5 million, or 49%, to $698.4 million for the nine months ended September 30, 2005, compared with $469.9 million for the nine months ended September 30, 2004. The increase in investment advisory and administration fees was due to increases in fees earned on separate accounts of $164.5 million, or 54%, and fees earned on mutual funds of $63.9 million, or 39%. Other income of $123.9 million increased $57.2 million, or 86%, for the nine months ended September 30, 2005, compared with $66.7 million for the nine months ended September 30, 2004 primarily due to property management fees earned on real estate accounts assumed in the SSR acquisition, increased sales of BlackRock Solutions products and services and higher distribution fees earned on BlackRock Funds.

	Nine months ended September 30,				Variance
	2005		2004		Amount		%
(Dollar amounts in thousands)	(unaudited)
Investment advisory and administration fees:
Mutual funds	$	229,441	$	165,500	$	63,941	38.6	%
Separate accounts		468,927		304,386		164,541	54.1
Total investment advisory and administration fees		698,368		469,886		228,482	48.6
Other income		123,910		66,748		57,162	85.6
Total revenue	$	822,278	$	536,634	$	285,644	53.2	%

Mutual fund advisory and administration fees increased $63.9 million, or 39%, to $229.4 million for the nine months ended September 30, 2005, compared with $165.5 million for the nine months ended September 30, 2004. The increase in mutual fund revenue was primarily the result of increases in BlackRock Funds revenue and closed-end fund revenue of $47.6 million and $11.9 million, respectively. The increase in BlackRock Funds revenue was primarily due to the merger of SSR’s mutual funds into the BlackRock Funds, which contributed an increase of approximately $7.2 billion, or 40%, to average AUM in the BlackRock Funds during the period as compared to the prior year. Closed-end fund revenue increased during the period as a result of a $2.4 billion increase in AUM, which was primarily the result of closed-end fund launches since September 30, 2004.

Separate account revenue increased $164.5 million, or 54%, to $468.9 million for the nine months ended September 30, 2005, compared with $304.4 million for the nine months ended September 30, 2004. Separate account base fees increased $117.8 million, or 43%, to $388.2 million for the nine months ended September 30, 2005, compared with $270.4 million for the nine months ended September 30, 2004. The growth in separate account base fees was primarily due to a $40.2 billion increase in AUM related to the SSR acquisition and an increase in AUM, exclusive of the SSR acquisition, of $40.8 billion, or 17%, since September 30, 2004. Performance fees of $80.8 million for the nine months ended September 30, 2005 increased $46.8 million, compared with $34.0 million for the nine months ended September 30, 2004. The increase in separate account performance fees primarily reflects positive performance in equity and fixed income hedge funds.

- 47 -

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, 2005 as compared with the nine months ended September 30, 2004. (continued)

Revenue (continued)

Other income of $123.9 million for the nine months ended September 30, 2005 primarily represents BlackRock Solutions products and services of $79.4 million, property management fees of $23.3 million earned on real estate equity accounts assumed in the SSR acquisition and distribution fees earned on the BlackRock Funds of $14.2 million.

The increase in other income of $57.2 million for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004 was primarily the result of real estate property management fees of $23.3 million, increased revenues of $20.3 million from BlackRock Solutions products and services driven by new clients and distribution fees of $7.9 million earned on funds obtained in the SSR acquisition.

	Nine months ended September 30,				Variance
	2005		2004		Amount		%
(Dollar amounts in thousands)	(unaudited)
Mutual fund revenue
BlackRock Funds	$	100,680	$	53,128	$	47,552	89.5	%
Closed-End Funds		64,120		52,252		11,868	22.7
BlackRock Liquidity Funds		62,707		59,281		3,426	5.8
Other commingled funds		1,934		839		1,095	130.5
Total mutual fund revenue		229,441		165,500		63,941	38.6
Separate account revenue
Separate account base fees		388,163		270,427		117,736	43.5
Separate account performance fees		80,764		33,959		46,805	137.8
Total separate account revenue		468,927		304,386		164,541	54.1
Total investment advisory and administration fees		698,368		469,886		228,482	48.6
Other income		123,910		66,748		57,162	85.6
Total revenue	$	822,278	$	536,634	$	285,644	53.2	%

- 48 -

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, 2005 as compared with the nine months ended September 30, 2004. (continued)

Expense

Total expense increased $167.5 million, or 39%, to $594.1 million in the nine months ended September 30, 2005, compared with $426.7 million in the nine months ended September 30, 2004. The increase was primarily attributable to increases in employee compensation and benefits of $109.8 million, or 36%, general and administration expense of $52.2 million, or 57%, fund administration and servicing expense paid to third parties of $8.8 million, or 84%, and amortization of intangible assets of $4.7 million, partially offset by the recognition of an impairment of the Company’s intangible assets of $6.1 million during the first quarter of 2004.

	Nine months ended September 30,				Variance
	2005		2004		Amount			%
(Dollar amounts in thousands)	(unaudited)
Employee compensation and benefits	$	413,036	$	303,243	$	109,793		36.2	%
Fund administration and servicing costs
Affiliated		12,362		14,243		(1,881	)	(13.2	)
Unaffiliated		19,169		10,412		8,757		84.1
General and administration		144,089		91,921		52,168		56.8
Amortization of intangible assets		5,477		746		4,731		NM
Impairment of intangible assets		—		6,097		(6,097	)	(100.0	)
Total expense	$	594,133	$	426,662	$	167,471		39.3	%

NM = Not meaningful

- 49 -

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, 2005 as compared with the nine months ended September 30, 2004. (continued)

Expense (continued)

During the nine months ended September 30, 2005, employee compensation and benefits increased $109.8 million, or 36%, to $413.0 million, compared to $303.2 million for the nine months ended September 30, 2004. The increase in employee compensation and benefits was primarily attributable to increases in salaries and benefits and incentive compensation of $90.0 million and $59.0 million, respectively, partially offset by a $46.3 million decrease in LTIP costs, for which the Company initiated expense recognition during the third quarter of 2004. The increase of $90.0 million in salaries and benefits was primarily attributable to higher staffing levels associated with the SSR acquisition and business growth. The $59.0 million, or 55%, increase in incentive compensation is primarily attributable to operating income growth, higher performance fees earned on the Company’s alternative investment products and a $6.5 million acquisition-related bonus payment to continuing employees of BlackRock.

General and administration expense increased $52.2 million, or 57%, in the nine months ended September 30, 2005 to $144.1 million, compared to $91.9 million for the nine months ended September 30, 2004. The increase in general and administration expense was primarily due to increases in marketing and promotional expense of $24.3 million, occupancy expense of $8.7 million, technology related expense of $2.9 million and other general and administration of $16.2 million. Marketing and promotional expense increased $24.3 million to $50.0 million compared to $25.7 million for the period ended September 30, 2004 primarily due to increased marketing activities of $16.0 million associated with the Company’s institutional products and expanded international calling efforts, $5.4 million in amortization of deferred mutual fund commissions assumed in the SSR acquisition and increased institutional service fees of $2.8 million. Occupancy expense for the period ended September 30, 2005 totaled $26.3 million, representing an $8.7 million, or 49%, increase, from $17.6 million for the period ended September 30, 2004. The increase in occupancy expense during the period ended September 30, 2005 primarily reflects costs related to additional office space leased in New York during the first quarter of 2005 and space assumed in the SSR acquisition. During the period ended September 30, 2005, technology expense increased by $2.9 million, or 21%, to $16.9 million, compared to $13.9 million for the period ended September 30, 2004, primarily due to increased consulting expenses and additional depreciation on assets assumed in the SSR acquisition to support business growth. The $16.2 million, or 47%, increase in other general administration expense to $50.9 million in the period ended September 30, 2005, compared to $34.7 million for the period ended September 30, 2004 is primarily attributable to a $5.4 million increase in market data costs resulting from higher AUM levels and increased trading activities, $4.6 in office related expenses and $2.3 million in increased professional fees primarily related to SSR integration costs and Sarbanes-Oxley Act compliance activities.

The $4.7 million increase in amortization of intangible assets reflects amortization of management contracts acquired in the SSR acquisition. During the first quarter of 2004, in connection with the liquidation of several of the Company’s long-short equity hedge funds, the Company recognized a $6.1 million impairment charge representing the carrying value of the funds’ acquired management contract.

- 50 -

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, 2005 as compared with the nine months ended September 30, 2004. (continued)

Expense (continued)

	Nine months ended
	September 30,				Variance
	2005		2004		Amount		%
(Dollar amounts in thousands)	(unaudited)
General and administration expense:
Marketing and promotional	$	49,978	$	25,663	$	24,315	94.7	%
Occupancy expense		26,312		17,633		8,679	49.2
Technology		16,874		13,933		2,941	21.1
Other general and administration		50,924		34,692		16,232	46.8
Total general and administration expense	$	144,088	$	91,921	$	52,167	56.8	%

Operating Income and Net Income

Operating income increased $118.1 million, or 107%, to $228.1 million for the period ended September 30, 2005 as compared to $110.0 million for the period ended September 30, 2004. Non-operating income increased $4.2 million, or 16%, to $31.2 million for the period ended September 30, 2005, as compared to $27.0 million for the period September 30, 2004 as a result of a $9.6 million, or 35%, increase in investment income, partially offset by a $5.4 million increase in interest expense. The increase in investment income was primarily due to market appreciation on Company and deferred compensation investments and increased security gains in 2005, partially offset by the Company’s $12.2 million gain on the sale of Trepp LLC in April 2004 and $4.7 million of additional interest expense in 2005 associated with borrowings used to finance the SSR acquisition. Income tax expense was $95.7 million and $39.3 million, representing effective tax rates of 36.9% and 28.7%, for the periods ended September 30, 2005 and 2004, respectively. The increase in the Company’s effective tax rate was primarily attributable to a benefit of approximately $8.5 million recognized in the first quarter of 2004, 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 $161.0 million for the nine months ended September 30, 2005 and includes the after-tax impact of the portion of LTIP awards to be funded by a capital contribution of stock by PNC and expenses related to the SSR acquisition, of $22.9 million and $5.6 million, respectively. SSR acquisition costs consisted of certain compensation costs and professional fees. Compensation reflected in SSR acquisition costs represents acquisition-related bonus payments to continuing employees of BlackRock. In addition, net income of $93.4 million during the period ended September 30, 2004 included the after tax impact of the portion of LTIP awards to be funded by a capital contribution of stock by PNC of $46.7 million, New York State tax benefits and the impact of sale of Trepp LLC, discussed previously. Exclusive of these items, net income for the period ended September 30, 2005, as adjusted, increased $59.0 million, or 45%, compared to the period ended September 30, 2004.

- 51 -

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, 2005 as compared with the nine months ended September 30, 2004. (continued)

Liquidity and Capital Resources

BlackRock meets its working capital requirements primarily through cash generated by its operating activities. Net cash provided by the Company’s operating activities totaled $84.8 million for the period ended September 30, 2005, including a $149.5 million net settlement of the Company’s 2004 incentive compensation programs. BlackRock management expects that cash flows provided by operating activities will continue to serve as the principal source of working capital for the near future.

In January 2005, the Company closed its acquisition of SSR from MetLife, Inc. (“MetLife”) for approximately $237.4 million in cash and approximately 550,000 shares of BlackRock restricted class A common stock. Additional cash consideration, which, contingent on certain measures, could increase the purchase price by up to 25% may be paid over the next five years. The Company financed $150.0 million of the contingent purchase price with a bridge promissory note from Morgan Stanley Senior Funding, Inc. at an annual rate of 2.875%. The stock purchase agreement provides for an additional payment to MetLife on the first anniversary of closing of the SSR transaction (January 31, 2006) of up to $75 million contingent upon achieving specified AUM retention levels and run-rate revenue levels. The first anniversary contingent payment has two components: directly-sourced revenue and MetLife-sourced revenue. The directly-sourced revenue payment is subject to a maximum of $30 million, provided that one year anniversary revenue exceeds 120% of signing date revenue. The MetLife-sourced revenue payment is subject to a maximum of $45 million, provided that one year anniversary revenue exceeds 120% of signing date revenue. These payments decline to $20 million and $30 million, respectively, if one year anniversary revenue approximates 100% of signing date revenue levels. In addition, the stock purchase agreement provides for two other contingent payments. On December 31, 2006, MetLife will receive 32.5% of any performance fees earned on a large institutional real estate client’s assignment. In addition, on the fifth anniversary of the closing of the transaction, MetLife could receive an additional payment up to a maximum of $10 million based on the Company’s retained AUM associated with the MetLife defined benefit and defined contribution plans. The Company currently maintains and generates sufficient cash flow to fully support payment of these contingent liabilities.

In February 2005, the Company issued $250.0 million aggregate principal amount of convertible debentures, due in 2035 and bearing interest at a rate of 2.625% per annum. The Company used a portion of the net proceeds from this issuance to retire the bridge promissory note and used the remainder of the net proceeds for general corporate purposes.

A wholly-owned subsidiary of the Company has a $200.0 million line of credit with a related party. Borrowings under the affiliated line of credit, if any, bear interest at LIBOR plus 1.5%. The borrowing has a scheduled maturity date of January 31, 2006. The Company had no outstanding advances under the line of credit at September 30, 2005.

- 52 -

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, 2005 as compared with the nine months ended September 30, 2004. (continued)

Liquidity and Capital Resources (continued)

In connection with the SSR acquisition, the Company assumed approximately $287.8 million in liabilities, which consisted of $113.2 million related to SSR’s 2004 incentive compensation programs and severance and retention costs and secured borrowings of approximately $111.8 million. During 2004 and in January 2005, a subsidiary of SSR acquired approximately $112.2 million in real estate holdings, in preparation for a commingled fund launch, using advances under a line of credit and the assumption of a mortgage on one of the properties. During March 2005, the Company sold the properties to a sponsored investment fund, upon the fund’s closing, and retired all related borrowings.

Net cash used in investing activities was $161.2 million for the period ended September 30, 2005, primarily consisting of $247.2 million in cash consideration paid in the SSR acquisition and $42.9 million in capital expenditures primarily representing build-out costs associated with Company’s new office space in New York partially offset by the sale of real estate held for sale for $112.2 million.

Net cash provided by financing activities was $18.3 million for the period ended September 30, 2005 and primarily represented $245.0 million in net proceeds from the offering of convertible debentures during the quarter, $14.0 million resulting from the exercise of employee stock options during the first nine months of 2005 and $8.0 million in subscriptions to sponsored investment funds consolidated by the Company. These amounts were partially offset by the payment of $57.5 million in dividends and $72.8 million in share repurchases. In 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 the open market or in privately negotiated transactions at the discretion of the Company’s management. The Company repurchased 472,000 shares under the program in open market transactions for approximately $39.8 million during the three months ended September 30, 2005 and is authorized to purchase an additional 181,000 shares under the program.

For the nine months ended September 30, 2005, free cash flow, defined as cash provided by operating activities ($84.8 million) less purchases of property and equipment ($42.9 million), decreased by $86.3 million to $41.9 million as compared to $128.2 million for the period ended September 30, 2004. The decrease in the Company’s free cash flow for the period ended September 30, 2005, compared to the same period in 2004, is primarily attributable to the settlement of compensation liabilities assumed in the SSR acquisition and an increased level of capital expenditures during 2005 primarily related to the build out of the Company’s new office space. These amounts were partially offset by increased cash basis net income for the period ended September 30, 2005 as compared to the period ended September 30, 2004.

Total capital at September 30, 2005 was $1.1 billion and was primarily comprised of stockholders’ equity and borrowings of $250 million.

- 53 -

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, 2005 as compared with the nine months ended September 30, 2004. (continued)

Contractual Obligations and Commercial Commitments

In February 2005, the Company issued $250 million aggregate principal amount of convertible debentures, due in 2035 and bearing interest at a rate of 2.625% per annum. The Company can first redeem the debentures, at par, in February 2010.

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 that are either noncancelable or cancelable with penalty. At September 30, 2005, 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.

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 Capital, Inc. (“Anthracite”), a BlackRock managed real estate investment trust, 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 months and nine months ended September 30, 2005, the related expense was $0.1 million and $0.3 million, respectively. At September 30, 2005, the future commitment under the agreement is $5.0 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 $15.1 million in Carbon Capital II, Inc., an alternative investment fund sponsored by BlackRock, of which $8.2 million remained unfunded at September 30, 2005.

On April 30, 2003, the Company purchased 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, 2005, would be approximately $5.2 million.

- 54 -

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, 2005 as compared with the nine months ended September 30, 2004. (continued)

Contractual Obligations and Commercial Commitments (continued)

Summary of Commitments (unaudited):

(Dollar amounts in thousands)	Total		2005		2006		2007		2008		2009		Thereafter
Convertible Debentures	$	250,000	$	—	$	—	$	—	$	—	$	—	$	250,000
Lease Commitments		243,209		5,141		20,657		20,525		20,370		20,651		155,865
Purchase Obligations		18,105		5,472		7,511		4,387		735		—		—
Investment Commitments		8,230		8,230		—		—		—		—		—
Acquired Management Contract		5,000		—		1,000		1,000		1,000		1,000		1,000
Acquisition Forward Commitment		5,244		—		—		—		5,244		—		—
Total Commitments	$	529,788	$	18,843	$	29,168	$	25,912	$	27,349	$	21,651	$	406,865

In January 2005, the Company closed its previously announced acquisition of SSR from MetLife. Under the terms of the transaction, MetLife received at closing $237.4 million in cash and approximately 550,000 shares of BlackRock restricted class A common stock. Additional cash consideration could be paid over five years contingent upon certain measures. The stock purchase agreement for the SSR transaction provides for an additional payment to MetLife on the first anniversary of the closing of the SSR transaction (January 31, 2006) of up to $75 million contingent upon the Company achieving specified AUM retention levels and run-rate revenue levels as of the signing date of the stock purchase agreement. The first anniversary contingent payment has two components: directly-sourced revenue and MetLife-sourced revenue. The directly-sourced revenue payment is subject to a maximum of $30 million, provided that one year anniversary revenue exceeds 120% of signing date revenue. The MetLife-sourced revenue payment is subject to a maximum of $45 million, provided that one year anniversary revenue exceeds 120% of signing date revenue. These payments decline to $20 million and $30 million, respectively, if one year anniversary revenue approximates 100% of signing date levels. In addition, the stock purchase agreement provides for two other contingent payments. On December 31, 2006, MetLife will receive 32.5% of any performance fees earned on a large institutional real estate client. In addition, on the fifth anniversary of the closing of the SSR transaction, MetLife could receive an additional payment up to a maximum of $10 million based upon the Company’s retained AUM associated with the MetLife defined benefit and defined contribution plans. These provisions were negotiated independently of the initial purchase price that was less than SSR’s enterprise value, as determined by the Company’s management in conjunction with an independent third party valuation services firm. The Company is unable to estimate the potential obligations under the contingent payments because it is unable to predict at this time what specific retention levels of run-rate revenue will be on the first anniversary of closing the SSR transaction, or what the Company’s retained AUM will be on the fifth anniversary of the closing date of the SSR transaction. As of September 30, 2005, no performance fees had been earned on the large institutional client account subject to a 32.5% contingent payment to MetLife.

SSR acted as investment manager for a synthetic collateralized credit default swap obligation. In connection with this transaction, SSR entered into a junior swap arrangement with a notional amount of approximately $16.7 million, providing credit protection to a portfolio of highly-rated asset-backed securities and corporate bonds. The fair value of the swap arrangement at September 30, 2005 was $3.1 million and is included in investments, other on the consolidated statement of financial condition.

- 55 -

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, 2005 as compared with the nine months ended September 30, 2004. (continued)

Off Balance Sheet Arrangement

A synthetic collateralized credit default swap obligation is created when a counterparty provides credit protection through a series of credit default swaps to third parties. The counterparty further securitizes this credit protection by obtaining a super senior insurance policy and issuing several classes of credit default swap to third parties. Losses in the counterparty’s reference pool (i.e., asset-backed securities and corporate bonds) are first absorbed by the most subordinated class of credit default swap issued in the structure. As collateral manager for this specific synthetic collateralized credit default swap obligation (“Pillars”), the Company bears no risk beyond reputational risk contingent upon the performance of the structure. In addition, the Company has entered into a credit default swap with Pillars affording the structure credit protection of approximately $16.7 million, representing the Company’s maximum risk of loss. This swap represents seed capital invested by the Company in a new product and facilitated the issuance of credit default swaps to third parties. Under the terms of its credit default swap with Pillars, the Company is entitled to an annual coupon of 4% of its notional balance ($16.7 million) and 25% of the structure’s residual balance at its scheduled termination date of December 23, 2009. The Company’s management has performed an assessment of its variable interests in Pillars (a collateral management agreement and the credit default swap) under FIN 46R and has concluded the Company is not Pillar’s primary beneficiary. Pursuant to SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended, the Company carries the Pillars credit default swap at fair value based on the expected future cash flows under the arrangement. There was no income or loss recorded in the Company’s income statement related to this arrangement during the three or nine months ended September 30, 2005. Pursuant to SFAS No. 133, as amended, the Company carries the Pillars credit default swap at fair value based on the expected future cash flows under the arrangement. At September 30, 2005, the fair value of the Pillars credit default swap was $3.1 million.

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PART I - FINANCIAL INFORMATION (continued)

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

Critical Accounting Policies and Estimates

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 and estimates as critical to an understanding 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, 2004.

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 intent on holding 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 (loss), 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.

Nonmarketable Equity Securities

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) for alternative investment products and other income for operating joint ventures. If the Company does not hold 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.

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PART I - FINANCIAL INFORMATION (continued)

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

Critical Accounting Policies (continued)

Investments (continued)

Management periodically assesses impairment on investments to determine if market losses are other than temporary.

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

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.

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 future tax consequences attributable to differences between the carrying amount of existing assets and liabilities and their respective tax bases.

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 the estimated useful life could have a significant impact on the Company’s depreciation expense (approximately $5.4 million and $16.9 million for the three and nine months ended September 30, 2005) due to the concentration of the Company’s property and equipment in relatively short-lived assets (generally with useful lives of three to five years). A summary of the estimated useful lives used, by asset class, is included in note 4 in the Notes to the Consolidated Financial Statements included in the Company’s 2004 Annual Report on Form 10-K.

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PART I - FINANCIAL INFORMATION (continued)

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

Critical Accounting Policies (continued)

Revenue Recognition

Investment advisory and administration fees are recognized as the services are performed. Such fees are primarily based on pre-determined percentages of the market value of the assets under management or, in the case of certain real estate separate accounts, net operating income generated by the underlying properties, and are affected by changes in assets under management, including market appreciation or depreciation and net subscriptions or redemptions. Investment advisory and administration fees for mutual funds are shown net of fees waived pursuant to expense limitations. Certain real estate fees are earned upon the acquisition or disposition of properties in accordance with applicable investment management agreements and are recognized at the closing of the respective real estate transactions.

The Company also receives performance fees or incentive allocations from alternative investment products and certain separate accounts. These performance fees are earned upon attaining specified investment return thresholds. Such fees are recorded upon completion of measurement period.

BlackRock provides a variety of risk management, investment analytic and investment system services to customers, which include insurance companies, finance companies, pension funds, asset managers, foundations, consultants, mutual fund sponsors, Real Estate Investment Trusts, 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 pre-determined percentages of the market value of assets subject to the services or on fixed monthly or quarterly payments. The fees earned on risk management, investment analytic and investment system assignments are recorded as other income in the consolidated statements of operations.

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PART I - FINANCIAL INFORMATION (continued)

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

Critical Accounting Policies (continued)

Intangible Assets

At September 30, 2005, the carrying amounts of the Company’s intangible assets are as follows:

Goodwill	$	189,814
Management contracts acquired:
Indefinite life		239,828
Definite life		62,045
Other		23
Total goodwill and intangible assets	$	491,710

Definite-lived management contracts are amortized over their expected useful lives, which, at September 30, 2005, ranged from one to twenty years. Management reassesses these lives each quarter based on historical attrition rates and other events and circumstances that may influence these rates in the future. Significant judgment is required to estimate the period that these assets will contribute to the Company’s cash flows and the pattern over which these assets will be consumed. A change in the remaining useful life of any of these assets could have a significant impact on the amount of the Company’s amortization expense ($2.5 million and $5.5 million for the three and nine months ended September 30, 2005). The Company assesses each of its indefinite-lived management contracts for impairment at least annually by comparing its carrying value to its projected undiscounted cash flows. If a contract’s carrying value exceeds its projected undiscounted cash flows, an impairment charge, measured on a discounted cash flow basis, is recorded in the Company’s consolidated statement of operations.

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PART I - FINANCIAL INFORMATION (continued)

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

Critical Accounting Policies (continued)

Intangible Assets (continued)

Indefinite-lived management contracts are not amortized because management has concluded that these contracts will contribute to the Company’s future cash flows for an indefinite period of time. Each quarter, management assesses whether events and circumstances have occurred that indicate these contracts might have a definite life. The carrying amount of each indefinite-lived management contract is tested at least annually, or at such time that management concludes the assets no longer have an indefinite life, by comparing the carrying amount of each asset to its fair value. Fair value of indefinite-lived management contracts is primarily based on discounted cash flow analysis. Management’s valuation analysis reflects assumptions of the growth of the assets, discount rates and other factors. Changes in the estimates used in these valuations could materially affect the impairment conclusion. Impairment would be recognized for indefinite lived management contracts if the asset’s carrying value exceeds its fair value.

Related Party Transactions

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

Revenues for services provided to these are as follows:

	Three months ended September 30,				Nine months ended September 30,
	2005		2004		2005		2004
(Dollar amounts in thousands)	(unaudited)
Investment advisory and administration fees:
BlackRock Open-End Funds:
PNC	$	7,333	$	7,185	$	20,789	$	25,347
Other		29,451		9,104		79,890		27,781
BlackRock Closed-End Funds - Other		23,127		17,978		64,120		52,252
BlackRock Liquidity Funds
PNC		4,598		3,817		12,536		10,025
Other*		16,573		15,691		50,171		49,256
STIF - PNC		222		264		660		796
Other		519		34		1,275		43
	$	81,823	$	54,073	$	229,441	$	165,500

* 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, MetLife-sponsored variable annuities and separate accounts, 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.

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PART I - FINANCIAL INFORMATION (continued)

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

Related Party Transactions (continued)

Revenues for such services are as follows:

	Three months ended September 30,				Nine months ended September 30,
	2005		2004		2005		2004
(Dollar amounts in thousands)	(unaudited)
Separate accounts:
MetLife	$	14,160	$	—	$	37,527	$	—
Nomura		2,194		2,237		6,699		6,542
PNC		1,468		1,588		4,508		5,026
Private client services - PNC		1,383		1,387		4,149		4,271
Alternative investments - PNC		664		124		988		330
Other income-risk management - PNC		1,456		1,250		3,941		3,750
	$	21,325	$	6,586	$	57,812	$	19,919

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, 2005 and 2004 totaled approximately $17.1 million and $15.6 million, respectively, and, for the nine months ended September 30, 2005 and 2004 totaled approximately $47.6 million and $49.5 million, respectively.

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

	September 30,
	2005		2004
(Dollar amounts in millions)	(unaudited)
BlackRock Open-End Funds	$	7,053	$	7,396
BlackRock Liquidity Funds		11,845		10,234
STIF		644		748
Separate accounts		10,307		11,541
	$	29,849	$	29,919

The Company has entered into various memoranda of understanding and co-administration agreements with affiliates of PNC pursuant to which the Company pays service fees for PNC Advisors’ (PNC’s wealth management business) clients invested in 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 which, in management’s view, resulted in reasonable allocations.

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PART I - FINANCIAL INFORMATION (continued)

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

Related Party Transactions (continued)

MetLife provided general and administrative services to the Company, during a transition period, in support of SSR and its consolidated subsidiaries. These services ceased during the second quarter of 2005. In addition, BlackRock leases a portion of its office space under formal sublease agreements with MetLife.

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.

Realty maintains a $200.0 million line of credit with a subsidiary of MetLife, which expires on January 31, 2006. Realty uses the line of credit to finance the acquisition of real estate prior to the closing of sponsored investment funds. During the quarter ended March 31, 2005, the Company repaid outstanding advances under the line of credit, which totaled $92.5 million, following the sale of related real estate to a newly formed investment fund. Borrowings under the affiliated line of credit, if any, bear interest at LIBOR plus 1.5%. At September 30, 2005, Realty had no advances outstanding under the line of credit.

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,
	2005		2004		2005		2004
(Dollar amounts in thousands)	(unaudited)
Fund administration and servicing costs	$	4,250	$	4,227	$	12,362	$	14,243
General and administration		2,300		1,082		6,577		3,332
General and administration-consulting		450		399		2,958		3,485
	$	7,000	$	5,708	$	21,897	$	21,060

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 $15.4 million and $3.0 million at September 30, 2005 and December 31, 2004, respectively, which primarily reflects investment and administration services provided to MetLife, Nomura, PNC subsidiaries and affiliates.

Receivable from affiliates was approximately $5.3 million and $4.7 million at September 30, 2005 and December 31, 2004, respectively. These amounts primarily represent additional payments to MetLife on the acquisition of SSR and deferred income taxes receivable.

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PART I - FINANCIAL INFORMATION (continued)

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

Related Party Transactions (continued)

Included in other assets are advances to employees under the deferred compensation plan sponsored by SSR prior to 2003 (“SSR Old Plan”) and Company-owned life insurance policies, underwritten by MetLife, which are used to fund obligations under the SSR deferred compensation plan (“SSR New Plan”) totaling $3.1 million and $12.9 million, respectively. The terms of the SSR Old Plan and the SSR New Plan are included in note 8 to the consolidated financial statements in this Quarterly Report on Form 10-Q.

Accounts payable and accrued liabilities-affiliates were approximately $29.8 million and $3.6 million at September 30, 2005 and December 31, 2004, respectively. These amounts primarily represent income taxes payable and accrued fund administration and servicing costs affiliates payable to PNC and do not bear interest.

Interest Rates

The value of assets under management is affected by 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 statements BlackRock may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act with respect to BlackRock’s future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “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.

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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; and (14) the impact of changes to tax legislation and, generally, the tax position of the Company.

BlackRock’s Annual Report on Form 10-K for the year ended December 31, 2004 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.

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PART I - FINANCIAL INFORMATION (continued)

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of its business, BlackRock is primarily exposed to the risks of securities market and interest rate fluctuations.

Securities Market Risk

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. In certain cases, BlackRock maintains a controlling interest in a sponsored investment fund and the underlying securities are reflected on the Company’s statement of financial conditions. As of September 30, 2005, the carrying value of seed investments was $153.7 million. These investments expose BlackRock to either equity price risk or interest rate risk dependent upon the underlying securities portfolio of each investment fund. BlackRock does not generally hold derivative securities to hedge its investments. The following table summarizes the fair values of the investments exposed to equity price risk and provides a sensitivity analysis of the estimated fair values of those investments, assuming a 10% increase or decrease in equity prices:

	Fair Value		Fair value assuming 10% increase in market price		Fair value assuming 10% decrease in market price
September 30, 2005
Mutual funds	$	21,789	$	23,968	$	19,610
Equity securities		19,819		21,801		17,837
Total investments, trading		41,608		45,769		37,447
Mutual funds		8,166		8,983		7,349
Total investments, available for sale		8,166		8,983		7,349
Other
Cost method		1,125		1,238		1,013
Fair value		32,489		35,738		29,240
Equity method		69,802		76,782		62,822
Total investments, other		103,416		113,758		93,075
Total investments	$	153,190	$	168,510	$	137,871
December 31, 2004
Mutual funds	$	15,688	$	17,257	$	14,119
Equity securities		9,385		10,324		8,447
Total investments, trading		25,073		27,581		22,566
Mutual funds		2,617		2,879		2,355
Total investments, available for sale		2,617		2,879		2,355
Other
Equity method		28,730		31,603		25,857
Fair value		30,379		33,417		27,341
Total investments, other		59,109		65,020		53,198
Total investments	$	86,799	$	95,480	$	78,119

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PART I - FINANCIAL INFORMATION (continued)

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

Securities Market Risk (continued)

At September 30, 2005, investments, trading and investments, other, with carrying values of approximately $21.8 million and $24.4 million, respectively, reflect 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.

Interest Rate Risk

The following table summarizes the fair value of the Company’s investments in debt securities and funds that invest primarily in debt securities at September 30, 2005 and December 31, 2004, which expose BlackRock to interest rate risk. The table also provides a sensitivity analysis of the estimated fair value of these financial instruments, assuming 100 basis point upward and downward parallel shifts in the yield curve:

	Fair Market Value		Fair market value assuming +100 basis point shift		Fair market value assuming -100 basis point shift
September 30, 2005
Mortgage-backed securities	$	13,790	$	13,510	$	14,070
Corporate notes and bonds		8,215		7,876		8,554
Municipal bonds		124		119		129
Total investments, trading		22,129		21,505		22,753
Mutual funds		3,567		3,448		3,688
Collaterialized debt obligations		26,402		27,376		25,428
Total investments, available for sale		29,969		30,824		29,116
Fair value		3,138		3,138		3,138
Equity method		30,395		29,198		31,592
Cost method		53,446		52,438		54,454
Total investments, other		86,979		84,774		89,184
Total investments	$	139,077	$	137,103	$	141,053
December 31, 2004
U.S. government securities	$	22,275	$	22,275	$	24,073
Mortgage-backed securities		12,388		12,388		12,639
Corporate notes and bonds		9,371		8,981		9,769
Municipal bonds		120		120		126
Total investments, trading		44,154		43,764		46,607
Mutual funds		3,662		3,662		3,796
Collaterialized debt obligations		12,760		12,759		13,326
Total investments, available for sale		16,422		16,421		17,121
Equity method		45,518		45,518		45,957
Cost method		34,605		35,004		34,858
Total investments, other		80,123		80,522		80,815
Total investments	$	140,699	$	140,706	$	144,543

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PART I - FINANCIAL INFORMATION (continued)

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

Other Market Risks

In February 2005, the Company issued $250 million aggregate principal amount of convertible debentures, which will be due in 2035 and bear interest at 2.625% per annum. Prior to February 15, 2009, the debentures will be convertible, only under certain conditions, at the option of the holder into cash and, in certain circumstances, shares of the Company’s class A common stock at an initial conversion rate of 9.7282 shares of class A common stock per $1 principal amount of debentures. On and after February 15, 2009, the debentures will be convertible at any time prior to maturity at the option of the holder into cash and, in certain circumstances, shares of class A common stock at the above initial conversion rate, subject to adjustments. At September 30, 2005, the fair value of the debentures was $259.1 million.

Due to the debentures’ conversion feature, these financial instruments are exposed to both interest rate risk and equity price risk. Assuming 100 basis point upward and downward parallel shifts in the yield curve, based on the fair value of the debentures on September 30, 2005, the fair value of the debentures would fluctuate to $251.8 million and $266.3 million, respectively. Assuming a 10% increase and 10% decrease in the Company’s stock price, based on the fair value of the debentures on September 30, 2005, the fair value of the debentures would fluctuate to $274.3 million and $244.8 million, respectively.

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PART I - FINANCIAL INFORMATION (continued)

Item 4. Controls and Procedures

Under the direction of BlackRock’s Chief Executive Officer and Chief Financial Officer, BlackRock evaluated the effectiveness of its disclosure controls and procedures as of September 30, 2005. Based on this evaluation, BlackRock’s Chief Executive Officer and Chief Financial Officer concluded that BlackRock’s disclosure controls and procedures were effective as of September 30, 2005.

No change in internal control over financial reporting occurred during the quarter ended September 30, 2005 that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.

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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.

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PART II - OTHER INFORMATION (continued)

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

(c) During the three months ended September 30, 2005, 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, 2005 through July 31, 2005	64,387 2	$	82.96	60,800	592,225
August 1, 2005 through August 31, 2005	412,608 2	$	84.41	411,400	180,825
September 1, 2005 through September 30, 2005	—		—	—	180,825
Total	476,995	$	84.21	472,200

¹ On January 21, 2004, the Company announced a two million share repurchase program. The Company is currently authorized to repurchase approximately 0.2 million shares under this repurchase program.

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

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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.
3.5	Amendment No. 3 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.
4.4 (16)	Indenture, dated as of February 23, 2005, between the Registrant and JPMorgan Chase Bank, N.A., as trustee, relating to the 2.625% Convertible Debentures due 2035.
4.5 (16)	Form of 2.625% Convertible Debenture due 2035 (included as Exhibit A in Exhibit 4.4).
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. +
10.4 (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 (10)	Amended and Restated BlackRock, Inc. Voluntary Deferred Compensation Plan. +
10.17 (10)	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.

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PART II - OTHER INFORMATION (continued)

Item 6. Exhibits (continued)

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 (10)	Amended and Restated 1999 Annual Incentive Performance Plan. +
10.29 (11)	First Amendment to the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan. +
10.30 (12)	Agreement of Lease, dated July 29, 2004, between Park Avenue Plaza Company L.P. and the Registrant.
10.31 (12)	Letter Agreement, dated July 29, 2004, amending the Agreement of Lease between Park Avenue Plaza Company L.P. and the Registrant.
10.32 (13)	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 (14)	Form of Restricted Stock Agreement under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.
10.34 (14)	Form of BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan Award Agreement. +
10.35 (15)	Bridge Promissory Note between Morgan Stanley Senior Funding, Inc. and BlackRock, Inc., dated January 28, 2005
10.36 (16)	Purchase Agreement, dated February 16, 2005, between the Registrant and Morgan Stanley & Co., Inc., as representative of the initial purchasers named therein.
10.37 (16)	Second Amendment to the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan. +
10.38 (16)	Registration Rights Agreement dated as of February 23, 2005, between the Registrant and Morgan Stanley & Co. Incorporated, as representative of the initial purchasers named therein, relating to the 2.625% Convertible Debentures due 2035.
10.39	Employment Offer Letter to Steven E. Buller, Chief Financial Officer of BlackRock, Inc. +
21.1 (16)	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 June 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 June 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 June 30, 2002.

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

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

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PART II - OTHER INFORMATION (continued)

Item 6. Exhibits (Continued)

(12) 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.

(13) 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.

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

(15) Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K (Commission File No. 001-15305) filed on January 31, 2005.

(16) Incorporated by reference to the Registrant’s Annual Report on Form 10-K (Commission File No. 001-15305) for the year ended December 31, 2004.

+ Denotes Compensatory Plan.

- 74 -

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)
	By:	/s/ Steven E. Buller
Date: November 4, 2005		Steven E. Buller
		Managing Director & Chief Financial Officer

- 75 -

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.
3.5	Amendment No. 3 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.
4.4 (16)	Indenture, dated as of February 23, 2005, between the Registrant and JPMorgan Chase Bank, N.A., as trustee, relating to the 2.625% Convertible Debentures due 2035.
4.5 (16)	Form of 2.625% Convertible Debenture due 2035 included as Exhibit A to Exhibit 4.4).
10.1 (1)	Tax Disaffiliation Agreement, dated October 6, 1999, among BlackRock Inc., PNC Asset Management, Inc. and The PNC Financial Services Group, Inc., formerly PNC Bank Corp.
10.2 (1)	1999 Stock Award and Incentive Plan. +
10.4 (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 (10)	Amended and Restated BlackRock, Inc. Voluntary Deferred Compensation Plan. +
10.17 (10)	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 (10)	Amended and Restated 1999 Annual Incentive Performance Plan. +
10.29 (11)	First Amendment to the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan. +

EXHIBIT INDEX (continued)

Exhibit No.	Description
10.30(12)	Agreement of Lease, dated July 29, 2004, between Park Avenue Plaza Company L.P. and the Registrant.
10.31(12)	Letter Agreement, dated July 29, 2004, amending the Agreement of Lease between Park Avenue Plaza Company L.P. and the Registrant.
10.32(13)	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(14)	Form of Restricted Stock Agreement under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.
10.34(14)	Form of BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan Award Agreement. +
10.35(15)	Bridge Promissory Note between Morgan Stanley Senior Funding, Inc. and BlackRock, Inc., dated January 28, 2005
10.36(16)	Purchase Agreement, dated February 16, 2005, between the Registrant and Morgan Stanley & Co., Inc., as representative of the initial purchasers named therein.
10.37(16)	Second Amendment to the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan.
10.38(16)	Registration Rights Agreement, dated as of February 23, 2005, between the Registrant and Morgan Stanley & Co. Incorporated, as represented of the initial purchasers named therein, relating to the 2.625% Convertible Debentures due 2035.
10.39	Employment Offer Letter to Steven E. Buller, Chief Financial Officer of BlackRock, Inc. +
21.1(16)	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 June 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 June 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 Registrant’s Annual Report on Form 10-K (Commission File No. 001-15305) for the year ended December 31, 2002.

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

(12) 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.

(13) 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.

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

(15) Incorporated by Reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K (Commission File No. 001-15305) filed on January 31, 2005.

(16) Incorporated by Reference to the Registrant’s Annual Report on Form 10-K (Commission File No. 001-15305) for the year ended December 31, 2004.

+ Denotes compensatory plans.

EX-3.5

Exhibit 3.5

AMENDED AND RESTATED

BYLAWS OF

BLACKROCK, INC.

A Delaware Corporation

ARTICLE I

Offices

Registered Office. The registered office of BlackRock, Inc. (hereinafter called the “Corporation”) within the State of Delaware shall be at Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801, and the name of the registered agent of the Corporation at such address shall be The Corporation Trust Company.

Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors from time to time shall determine or the business of the Corporation may require.

Books and Records. The books and records of the Corporation may be kept outside the State of Delaware at such place or places as may from time to time be designated by the Board of Directors or officers.

Certain Definitions. Except where otherwise explicitly provided, all references herein to the “Certificate of Incorporation” shall mean the certificate of incorporation of the Corporation as from time to time amended or restated and in effect including any certificates of designation (each a “Preferred Stock Designation”) filed under section 151(g) (or any successor provision) of the General Corporation Law of the State of Delaware, as amended and in effect from time to time (the “DGCL”), starting with the Amended and Restated Certificate of Incorporation dated September 30, 1999 in effect on the date these Bylaws become effective. In the event of any amendment of these Bylaws that does not involve a complete restatement thereof, any reference herein to “the Bylaws” or “these Bylaws” or “herein” or “hereof” or a like reference shall refer to these Bylaws as so amended. Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the Certificate of Incorporation.

ARTICLE II

Meetings of Stockholders

Section 2.1 Place of Meetings. All meetings of the stockholders shall be held at any such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver thereof.

Section 2.2 Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may come before the meeting shall be held at such time and place as shall be determined by the Board of Directors and stated in the notice of the meeting. Only such business may be conducted as has been brought before an annual meeting of stockholders by, or at the direction of, the Board of Directors, or by a stockholder who has given timely written notice to the Secretary of the Corporation of such stockholder’s intention to bring such business before the meeting pursuant to Section 2.10 of these Bylaws.

Section 2.3 Special Meetings. Except as otherwise provided by law or by the Certificate of Incorporation of the Corporation and subject to the rights of the holders of Preferred Stock (as defined in the Certificate of Incorporation), special meetings of the stockholders for any purpose or purposes may be called only by a majority of the Board of Directors in accordance with these Bylaws, the Chairman of the Board of Directors, the President of the Corporation or a committee of the Board of Directors whose powers and authority include the power to call such meetings; provided that, prior to the Trigger Date (as defined in the Certificate of Incorporation), the Secretary shall call a special meeting of stockholders promptly upon written request by the Controlling Stockholder (as defined in the Certificate of Incorporation). As of and following the Trigger Date, the power of any stockholder to call a special meeting is specifically denied. The only business which may be conducted at a special meeting, other than procedural matters and matters relating to the conduct of the meeting, shall be the matter or matters described in the notice of such meeting.

Section 2.4 Adjournments. Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.5 Notice of Meetings. Notice of meetings of stockholders shall be given by the Corporation as required by applicable law not less than ten days nor more than sixty days before such meeting (unless a different time is specified by law) to every stockholder entitled by law to notice of such meeting. Notice of any such meeting need not be given to any stockholder who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting, except when he shall attend for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 2.6 List of Stockholders. A complete list of the stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares of each class of capital stock of the Corporation registered in the name of each stockholder, shall be prepared by the Secretary and shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held, for at least ten days before the meeting and at the place of the meeting during the whole time of the meeting. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list required by this Section 2.6 or to vote in person or by proxy at any meeting of stockholders.

Section 2.7 Quorum. Unless otherwise required by law or the Certificate of Incorporation, a majority in voting power of the outstanding shares of the Corporation entitled to vote on the matters at issue, present in person or represented by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in

2

the manner provided in Section 2.4, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

Section 2.8 Conduct of Meetings. The Board of Directors of the Corporation may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of stockholders, the Chairman of the Board of Directors, or in his absence or inability to act, the President, or, in his absence or inability to act, the person whom the Vice Chairman shall appoint, shall act as chairman of, and preside at, the meeting. The Secretary or, in his absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants.

Section 2.9 Nomination of Directors.

(a) Only persons who are nominated in accordance with the procedures in this Section 2.9 shall be eligible for election as directors of the Corporation, subject to the rights of the holders of Preferred Stock. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders (i) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (ii) by any stockholder of the Corporation (A) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.9 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (B) who complies with the notice procedures set forth in this Section 2.9.

(b) In addition to any other applicable requirements, for a nomination to be made by a stockholder (other than by a Controlling Stockholder prior to the Trigger Date), such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

(c) To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the anniversary of the mailing date of the Corporation’s proxy materials for the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after the anniversary date of such meeting, notice by the stockholder in order to be timely must be

3

so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting was mailed to stockholders or public disclosure of the date of the annual meeting was made, whichever first occurs.

(d) To be in proper written form, a stockholder’s notice to the Secretary must set forth: (i) as to each person whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the rules and regulations promulgated thereunder; and (ii) as to the stockholder giving the notice (A) the name and record address of such stockholder, (B) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (C) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (D) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to nominate the persons named in its notice and (E) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

(e) If the chairman of the annual meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

(f) Notwithstanding anything to the contrary set forth herein, prior to the Trigger Date, nominations by a Controlling Stockholder shall not be subject to the notice procedures of this Section 2.9.

Section 2.10 Business at Annual Meetings.

(a) No business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (ii) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or by a Controlling Stockholder prior to the Trigger Date or (iii) otherwise properly brought before the annual meeting by any stockholder of the Corporation (A) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.10 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (B) who complies with the notice procedures set forth in this Section 2.10.

(b) In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder (other than by a Controlling Stockholder prior to the Trigger Date), such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

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(c) To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the anniversary of the mailing date of the Corporation’s proxy materials for the immediately preceding annual meeting of stockholders; provided, however that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after the anniversary date of such meeting, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting was mailed to stockholders or public disclosure of the date of the annual meeting was made, whichever first occurs.

(d) To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

(e) Once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2.10 shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

(f) Notwithstanding anything to the contrary set forth herein, prior to the Trigger Date, business brought before an annual meeting by a Controlling Stockholder shall not be subject to the notice procedures of this Section 2.10.

Section 2.11 Voting. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, any question brought before any meeting of stockholders, other than the election of directors, shall be decided by the vote of the holders of a majority of the votes of shares of capital stock represented and entitled to vote thereat, voting as a single class. Every reference in these Bylaws to a majority or other proportion of shares, or a majority or other proportion of the votes of shares, of capital stock shall refer to such majority or other proportion of the votes to which such shares of capital stock are entitled as provided in the Certificate of Incorporation. Votes of stockholders entitled to vote at a meeting of stockholders may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the chairman of the meeting of stockholders, in such chairman’s discretion, may require that any votes cast at such meeting shall be cast by written ballot. Abstentions shall not be considered to be votes cast.

Section 2.12 No Stockholder Action by Written Consent. As of and following the Trigger Date, except as otherwise provided pursuant to provisions of the Certificate of

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Incorporation fixing the powers, privileges or rights of any series of Preferred Stock in respect of action by written consent of the holders of such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such stockholders and may not be effected by any consent in writing by such stockholders. Prior to the Trigger Date, action of the stockholders of any class or classes of capital stock, or series thereof, may be taken by written consent as permitted by law.

ARTICLE III

Board of Directors

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities expressly conferred upon them by these Bylaws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.

Section 3.2 Number, Qualifications, Election and Term of Office.

(a) The Board of Directors shall consist initially of six (6) directors. Subject to the rights of the holders of Preferred Stock, the number of directors on the Board of Directors may be increased or decreased from time to time exclusively pursuant to a resolution adopted by: (i) prior to the Trigger Date, the affirmative vote of at least eighty percent (80%) of the entire Board of Directors; or (ii) as of and following the Trigger Date, the affirmative vote of a majority of the entire Board of Directors. No reduction in the number of directors shall have the effect of shortening the term of any director in office at the time such reduction becomes effective.

(b) The retirement age of and other restrictions and qualifications for directors constituting the Board of Directors shall be as authorized from time to time by the affirmative vote of eighty percent (80%) of the members of the Board of Directors then in office. Members of the Board of Directors need not be residents of the State of Delaware and need not be stockholders of the Corporation.

(c) The directors shall be divided into three classes, Class I, Class II and Class III, as provided in the Certificate of Incorporation, and shall hold office in accordance with the provisions as set forth therein.

Section 3.3 Vacancies. Unless otherwise required by law or by the Certificate of Incorporation, vacancies arising through death, resignation, removal, an increase in the number of directors or otherwise may be filled (x)(i) prior to the Trigger Date, by the affirmative vote of at least eighty percent (80%) of the entire Board of Directors and (ii) as of and following the Trigger Date, by a majority of the directors then in office, even though less than a quorum, or by a sole remaining director, or (y) by the stockholders if such vacancy resulted from the action of stockholders (in which event such vacancy may not be filled by the directors or a majority thereof), and in any event the directors so chosen shall hold office until the next election for such class and until their successors are duly elected and qualified, or until their earlier death, resignation or removal.

Section 3.4 Removal. Any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of shares representing a majority of the votes entitled to be cast by the Voting Stock; provided, however that from and after

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the Trigger Date, a director may only be removed for cause, such removal to be by the affirmative vote of the shares representing eighty percent (80%) of the votes entitled to be cast by the Voting Stock. “Cause” for removal of a director shall be deemed to exist only if: (i) the director whose removal is proposed has been convicted, or when a director is granted immunity to testify when another has been convicted, of a felony by a court of competent jurisdiction and such conviction is no longer subject to direct appeal; (ii) such director has been found by the affirmative vote of a majority of the Directors then in office at any regular or special meeting of the Board of Directors called for that purpose, or by a court of competent jurisdiction, to have been guilty of willful misconduct in the performance of his duties to the Corporation in a matter of substantial importance to the Corporation; (iii) such director has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his ability as a director of the Corporation; or (iv) the entry of any order against such director by any governmental body having regulatory authority with respect to the Corporation’s business. Notwithstanding the foregoing, whenever holders of outstanding shares of one or more series of Preferred Stock are entitled to elect directors of the Corporation pursuant to the provisions applicable in the case of arrearages in the payment of dividends or other defaults contained in the resolution or resolutions of the Board of Directors providing for the establishment of any such series, any such director of the Corporation so elected may be removed in accordance with the provisions of such resolution or resolutions. “Voting Stock” shall mean the shares of the then outstanding capital stock entitled to vote generally on the election of directors and shall exclude any class or series of capital stock only entitled to vote in the event of dividend arrearages thereon or other defaults thereunder, whether or not at the time of the determination there are any such dividend arrearages or defaults.

Section 3.5 Place of Meetings. Meetings of the Board of Directors shall be held at such place or places, within or without the State of Delaware, as the Board of Directors may from time to time determine or as shall be specified in the notice of any such meeting. Each regular meeting of the Board of Directors shall be held at the location specified in the notice with respect to such meeting or, if no such notice is provided or no location is specified therein, at the principal executive offices of the Corporation.

Section 3.6 Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors may fix. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by applicable law or these Bylaws.

Section 3.7 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or at the request of twenty percent (20%) of the directors. The person or persons authorized to call a special meeting of the Board of Directors may fix the place, date and time of the meeting. Upon request by the person or persons authorized to call such meetings, the Secretary of the Corporation shall give any requisite notice for the meeting.

Section 3.8 Notice of Meetings. Notice of each special meeting of the Board of Directors (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 3.8, in which notice shall be stated the date, time and place of the meeting. Notice of a special meeting shall state the general purpose of the meeting, but other routine business may be conducted at a special meeting without such matter being stated in the notice. Notice of each meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of such meeting, by telephone or telegram on twenty-four (24) hours’ notice, or on such

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shorter notice as the person or persons calling such meeting may deem necessary or appropriate under the circumstances. Notice of any meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting, except when he shall attend for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 3.9 Quorum

(a) Except as otherwise provided by law, the Certificate of Incorporation and Sections 3.3 and 3.9(b) of these Bylaws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn such meeting from time to time to another time and place. Notice of the time and place of any such adjourned meeting shall be given to all of the directors unless such time and place were announced at the meeting at which the adjournment was taken, in which case such notice shall only be given to the directors who were not present thereat. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

(b) Until the Trigger Date, at least two directors designated by the Controlling Stockholder pursuant to the Amended and Restated Stockholders Agreement, dated as of September 30, 1999, by and among the Corporation, PNC Asset Management, Inc., certain employees of the Corporation and permitted transferees under such agreement, as such agreement may be amended from time to time (the “Stockholders Agreement”), and the Chairman of the Board of Directors must be present at any meeting of the Board of Directors in order to establish a quorum to conduct business; provided, however, that the Board of Directors will be entitled to take any action at any meeting if a quorum is otherwise present if (i) the meeting is a regularly scheduled meeting of the Board of Directors or (ii) the meeting is not a regularly scheduled meeting and, after having been sent notice of such meeting, either two of the directors designated by the Controlling Stockholder and/or the Chairman of the Board of Directors, as the case may be, are not present at such meeting, and the directors designated by the Controlling Stockholder who are absent or the Chairman of the Board of Directors shall, in either the case of either (i) or (ii), have failed to communicate in writing to the Secretary good reason for such absence in advance of the relevant meeting.

Section 3.10 Board Approval Requirements in Certain Circumstances. Prior to the Trigger Date, any act of the Board of Directors shall require the affirmative vote of not less than eighty percent (80%) of the entire Board of Directors if it relates to or involves one or more of the following matters:

(a) the size and composition of the Board of Directors and Board committees or changes thereto, including but not limited to matters involving Sections 3.2, 3.3, 3.4 and 3.16 of these Bylaws;

(b) any merger, acquisition, consolidation, divestiture or acquisition of material assets, or any other similar transaction involving the Corporation;

(c) the issuance of capital stock, sales of treasury stock, grants of options, warrants or other rights to acquire capital stock (other than issuances or grants pursuant to stock option, bonus and other benefit plans of the Corporation approved by the affirmative vote of not less than 80% of the Board of Directors);

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(d) the incurrence of indebtedness by or on behalf of the Corporation other than in the ordinary course of business;

(e) any business activity to be engaged in by or on behalf of the Corporation of a type that is not currently conducted by or on behalf of the Corporation;

(f) any change in the outside auditors of the Corporation;

(g) the declaration of any dividend by the Corporation;

(h) the amendment, alteration, modification or repeal of these Bylaws or the Certificate of Incorporation; or

(i) any other matter materially affecting the economic interests of a Controlling Stockholder.

Section 3.11 Organization. At each meeting of the Board of Directors, the Chairman of the Board of Directors or, in his absence, the Vice Chairman or another director chosen by a majority of the directors present, shall act as chairman of the meeting and preside thereat. The Secretary or, in his absence, any person appointed by the chairman, shall act as secretary of the meeting and keep the minutes thereof.

Section 3.12 Resignations. Any director of the Corporation may resign at any time by giving written notice of his resignation to the Chairman of the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.13 Compensation. Directors shall receive such compensation, including fees and reimbursement of expenses, for their services as the Board of Directors may determine from time to time. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation thereof.

Section 3.14 Action by Written Consent. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or such committee, as the case may be.

Section 3.15 Telephonic Meeting. Unless otherwise provided by the Certificate of Incorporation, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at a meeting.

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Section 3.16 Board Committees.

(a) The Board of Directors may by resolution designate one or more committees (in addition to the mandatory Standing Committees as set forth in Section 3.16(e) below) consisting of one or more directors of the Corporation which, to the extent authorized in any resolution of the Board of Directors or these Bylaws and permissible under the DGCL and the Certificate of Incorporation, shall have and may exercise any or all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; provided, however, that prior to the Trigger Date, a majority of directors on each such committee (including each Standing Committee) shall be directors that were designated as directors by the Controlling Stockholder, and at least one director on each such committee (including each Standing Committee) shall be a director that was designated as a director by the BlackRock Management Committee (as defined in the Stockholders Agreement), in each instance as permitted by applicable law or stock exchange policy.

(b) Subject to Section 3.16(a), with respect to all committees designated in accordance with this Section 3.16, the Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. With respect to all Board committees designated in accordance with this Section 3.16, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee may authorize the seal of the Corporation to be affixed to all papers which may require it.

(c) A majority of the members of any committee may determine such committee’s procedures for the conduct of business and may fix the time and place of its meetings, unless the Board of Directors shall by resolution otherwise provide. Notice of such meetings shall be given to each member of the committee in the same manner as provided for meetings of the Board of Directors by these Bylaws. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Board of Directors when required. Except as otherwise provided by resolution of the Board of Directors or of such committee, a quorum for the transaction of business by a committee at a meeting thereof shall be a majority of the members and the affirmative vote of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

(d) Nothing herein shall be deemed to prevent the Board of Directors from appointing one or more committees consisting in whole or in part of one or more officers, employees or persons who are not directors of the Corporation to conduct any part of the business or affairs of the Corporation; provided, however, that no such committee shall have or may exercise any authority of the Board of Directors.

(e) Standing Committees.

The standing committees which, subject to Section 3.16(a), shall be appointed from time to time by the Board of Directors shall be: the Executive Committee, the Audit Committee, the Nominating Committee, the Compensation Committee and the Investment Committee.

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(i) Executive Committee.

The Executive Committee shall consist of the Chairman and Chief Executive Officer and such other directors who shall from time to time be appointed by the Board of Directors. The Executive Committee shall have and exercise in the intervals between the meetings of the Board of Directors all the powers of the Board of Directors, except as prohibited by applicable law. All acts done and powers conferred by the Executive Committee from time to time shall be deemed to be, and may be certified as being, done and conferred under authority of the Board of Directors.

(ii) Audit Committee.

The Board of Directors shall appoint annually the Audit Committee consisting of not less than three directors, none of whom shall be an officer of the Corporation. The Audit Committee will recommend the annual appointment of the Corporation’s auditors, with whom the Audit Committee will, among other things, review the scope of audit and non-audit assignments and related fees, accounting principles used by the Corporation in financial reporting, internal auditing procedures and the adequacy of the Corporation’s risk management, compliance and internal control procedures.

(iii) Nominating Committee.

The Board of Directors shall appoint annually the members of the Nominating Committee, consisting of not less than three directors. The Nominating Committee will review the qualifications of potential candidates for the Board of Directors, report its findings to the Board of Directors and propose nominations for board memberships for approval by the Board of Directors and, if appropriate, submission to the stockholders of the Corporation for election.

(iv) Compensation Committee.

The Board of Directors shall appoint annually the members of the Compensation Committee, consisting of not less than three directors. The Compensation Committee will administer the Corporation’s 1999 Stock Award and Incentive Plan, Key Executive Long-Term Incentive Bonus Plan and other such compensation plans as the Board of Directors may determine from time to time, and will establish the compensation for the Corporation’s executive officers. The Compensation Committee may by resolution designate a subcommittee to administer the Corporation’s compensation plans.

(v) Investment Committee.

The Board of Directors shall appoint annually the members of the Investment Committee consisting of not less than three directors. The Investment Committee shall have and may exercise any or all of the powers and authority of the Board of Directors to the extent authorized in a resolution of the Board of Directors and permissible under the DGCL, these Bylaws and the Certificate of Incorporation. The Investment Committee shall have the responsibility to review and make recommendations to the Board of Directors regarding investments by the Corporation, including investments by the Corporation in alternative products sponsored by the Corporation.

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ARTICLE IV

Officers

Section 4.1 Designation. The officers of the Corporation shall be elected by the Board of Directors and shall include a Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary. The Board of Directors of the Corporation, in its discretion, may also elect a Chairman of the Board of Directors (who must be a director), one or more Vice Chairmen (who need not be a director) and one or more Managing Directors, Directors, Vice Presidents, Assistant Treasurers, Assistant Secretaries and other officers.

Section 4.2 Election and Tenure. Officers and assistant officers of the Corporation may, but need not, also be members of the Board of Directors or stockholders of the Corporation. At its first meeting after each annual meeting of the stockholders, the Board of Directors shall elect the officers or provide for the appointment thereof. Unless otherwise provided by the Certificate of Incorporation, the term of each officer elected by the Board of Directors shall be until the first meeting of the Board of Directors following the next annual meeting of stockholders and until his successor is elected and qualified or until his earlier death, resignation or removal in the manner specified in this Section 4.2. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause by the majority vote of the members of the Board of Directors then in office. Any officer or assistant officer appointed by another officer may be removed from office with or without cause by such officer. The removal of an officer shall be without prejudice to his contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Chairman of the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board of Directors or, in the case of offices held by officers who may be appointed by other officers, by any officer authorized to appoint such officer. Any individual may be elected to, and may hold, more than one office of the Corporation.

Section 4.3 Duties. Except as set forth in Section 4.5, the powers and duties of the several officers shall be as provided from time to time by resolution or other directive of the Board of Directors. In the absence of such provisions, the respective officers shall have the powers and shall discharge the duties customarily and usually held and performed by like officers of corporations similar in organization and business purposes to the Corporation.

Section 4.4 Compensation. Officers may be paid such reasonable compensation as the Board of Directors may from time to time authorize and direct. The Board of Directors may delegate its authority to determine compensation to a committee.

Section 4.5 Responsibilities of the Senior Officers.

(a) Chief Executive Officer

Subject to the direction of the Board of Directors, the Chief Executive Officer shall have the general supervision of the policies, business and operations of the Corporation,

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and of the other officers, agents and employees of the Corporation and, except as otherwise provided in these Bylaws or by the Board of Directors, shall have all the other powers and duties as are usually incident to the Chief Executive Officer of a corporation. In the absence of the Chief Executive Officer, his rights and duties shall be performed by such other officer or officers as shall be designated by the Board of Directors. To the extent not specifically appointed to a Committee, the Chief Executive Officer of the Corporation shall be ex officio a member of all Committees except the Audit Committee, the Nominating Committee and the Compensation Committee.

(b) Chairman, President and Vice Chairmen

The Chairman, the President and one or more Vice Chairmen, if not designated as the Chief Executive Officer, shall have such duties and powers as may be assigned to them from time to time by the Board of Directors or, in the case of the President and the Vice Chairmen, the Chief Executive Officer in the absence of any assignment by the Board of Directors.

(c) Chief Financial Officer

Except as otherwise provided in these Bylaws or by the Board of Directors, the Chief Financial Officer shall have all the other powers and duties as are usually incident to the Chief Financial Officer of a corporation. In the absence of the Chief Financial Officer, his rights and duties shall be performed by such other officer or officers as shall be designated by the Board of Directors.

(d) Managing Directors, Directors and Vice Presidents

The Managing Directors, Directors, Executive Vice Presidents, Senior Vice Presidents and the Vice Presidents, if such are elected, shall have the duties and powers as may from time to time be assigned to them by the Board of Directors or by the Chief Executive Officer in the absence of any assignment by the Board of Directors. Any reference in these Bylaws to a Vice President will apply equally to an Executive Vice President or a Senior Vice President unless the context requires otherwise.

(e) Treasurer

The Treasurer shall be responsible for the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors or the Chief Executive Officer and shall perform such other duties as may be assigned to him from time to time by the Board of Directors, Chief Financial Officer or the Chief Executive Officer in the absence of any assignment by the Board of Directors.

(f) Secretary

The Secretary shall attend the meetings of the stockholders, of the Board of Directors and of any committees thereof, and shall keep minutes thereof in suitable minute books; have charge of the corporate records, papers and the corporate seal; have charge of the stock transfer records of the Corporation and shall keep a record of all stockholders and give notices of all meetings of stockholders, special meetings of the Board of Directors and of its Committees; and have such other duties as may be assigned to him from time to time by the Board of Directors or the Chief Executive Officer in the absence of any assignment by the Board of Directors.

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(g) Controller

The Controller, if a Controller is elected, shall cause to be kept proper records of the transactions of the Corporation; shall be responsible for the preparation of financial and tax reports required of the Corporation; and shall perform such other duties as may be assigned to him from time to time by the Board of Directors, the Chief Financial Officer or the Chief Executive Officer in the absence of any assignment by the Board of Directors.

(h) Assistant Officers

Each assistant officer as shall be elected shall assist in the performance of the duties of the officer to whom he is assistant and shall perform such duties in the absence of the officer. He shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, or in the absence of any assignment by the Board of Directors, the Chief Executive Officer or the officer to whom he is assistant.

ARTICLE V

Stock Certificates and Their Transfer

Section 5.1 Uncertificated and Certificated Shares; Form of Certificates. Effective at such time as the President or any Vice President or the Treasurer of the Corporation designates in writing to the Corporate Secretary and any transfer agents of the Corporation with respect to any class of stock of the Corporation, the shares of such class shall be uncertificated shares, provided that the foregoing shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation and provided further that upon request every holder of uncertificated shares shall be entitled, to the extent provided in Section 158 of the DGCL, to have a certificate signed in the name of the Corporation (i) by the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by such stockholder in the Corporation.

Section 5.2 Record Owners. A record of the name and address of the holder of each certificate, the number of shares represented thereby and the date of issue thereof shall be made on the Corporation’s books. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

Section 5.3 Transfers of Stock. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation only by the person named as the holder thereof on the stock records of the Corporation, by such person’s attorney lawfully constituted in writing, and in the case of shares represented by a certificate upon the surrender of the certificate thereof, which shall be cancelled before a new certificate shall be issued. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. To the extent designated by the President or any Vice President or the

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Treasurer of the Corporation, the Corporation may recognize the transfer of fractional uncertificated shares, but shall not otherwise be required to recognize the transfer of fractional shares.

Section 5.4 Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars. If any certificate is countersigned (a) by a transfer agent other than the Corporation or its employee, or (b) by a registrar other than the Corporation or its employee, any signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 5.5 Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

Section 5.6 Fixing the Record Date.

(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolutions taking such prior action.

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(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 5.7 Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or the owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate.

ARTICLE VI

Indemnification and Insurance

Section 6.1 Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director or officer of another company, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such person in connection therewith and such director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 6.2 hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section 6.1 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the

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Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 6.1 or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 6.2 Right of Claimant to Bring Suit. If a claim under Section 6.1 is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 6.3 Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 6.4 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

ARTICLE VII

General Provisions

Section 7.1 Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board of Directors.

Section 7.2 Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.

Section 7.3 Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

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Section 7.4 Voting of Stock in Other Corporations. Unless otherwise provided by resolution of the Board of Directors, the Chief Executive Officer, from time to time, may (or may appoint one or more attorneys or agents to) cast the votes that the Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose shares or securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other corporation, or consent in writing to any action by any such other corporation. In the event one or more attorneys or agents are appointed, the Chief Executive Officer may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent. The Chief Executive Officer may, or may instruct the attorneys or agents appointed to, execute or cause to be executed in the name and on behalf of the Corporation and under its seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the circumstances relating to securities owned by the Corporation.

Section 7.5 Dividends. Subject to the provisions of the DGCL and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting in accordance with the voting requirements set forth in Section 3.10 if applicable. Dividends may be paid in cash, in property or in shares of stock of the Corporation, unless otherwise provided by the DGCL or the Certificate of Incorporation.

Section 7.6 Certain Prohibited Business Activities. So long as PNC Bank Corp. (“PNC”) (or any successor company thereof) owns, directly or indirectly, at least ten percent (10%) of the capital stock or five percent (5%) of any “class” of “voting securities” (as those terms are defined for purposes of the Federal Reserve Board’s Regulation Y or any successor regulation thereto) of the Corporation, the Corporation or any successor entity to the Corporation shall be prohibited, without PNC’s (or any successor company thereof) consent, from directly or indirectly owning any asset or engaging in any activity if to do so would cause the Corporation or any subsidiary thereof or PNC (or any successor company thereof) or any direct or indirect bank or nonbank subsidiary of PNC (or any successor company thereof) (a “PNC Entity”) that owns capital stock of the Corporation to be in violation of any applicable banking law or any rule, regulation, policy or order of any banking regulator with jurisdiction over the Corporation or a PNC Entity. The Corporation will, and will cause its subsidiaries to, take any necessary action to ensure compliance with this Section 7.6, including, without limitation, obtaining any required approval from, or filing any required notice or application with, any applicable banking agency. In the event that PNC (or any successor company thereof) owns less than 10% of the capital stock and less than 5% of any class of voting securities of the Corporation, the Corporation or such successor shall provide PNC (or any successor company thereof) with written notice before engaging in new activities or investing in assets not permissible under the banking laws in order to allow PNC (or any successor company thereof) sufficient time as is reasonably required after such notice to restructure PNC’s (or any successor company thereof) investment in the Corporation (including, without limitation, time to obtain regulatory approval prior to moving PNC’s (or any successor company thereof) investment to a non-bank subsidiary of PNC (or any successor company thereof)) and shall cooperate with PNC (or any successor company thereof) as necessary to restructure PNC’s (or any successor company thereof) investment so as to remove the Corporation and its subsidiaries from the activities and investment restrictions of applicable banking laws.

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ARTICLE VIII

Amendments

Section 8.1 By the Board of Directors. Except as otherwise provided in Section 8.2 below and subject to Section 3.10, these Bylaws may be amended, altered, changed, adopted and repealed or new bylaws adopted by the affirmative vote of at least a majority of the members of the Board of Directors then in office at any regular or special meeting; provided, however, that prior to the Trigger Date, the affirmative vote of at least eighty percent (80%) of the entire Board of Directors shall be required to amend, alter, change, adopt or repeal any provision of these Bylaws or to adopt any new bylaw.

Section 8.2 By the Stockholders. Prior to the Trigger Date, these Bylaws may be amended, altered, changed, adopted and repealed or new bylaws adopted by the affirmative vote of at least a majority of the voting power of the capital stock of the Corporation issued, outstanding and entitled to vote thereon; provided, however, that as of and following the Trigger Date, any proposed amendment, alteration, change, adoption or repeal of, or the adoption of any bylaw inconsistent with any of Sections 2.3, 2.9, 2.10, or 2.12 of Article II or Sections 3.2 and 3.4 of Article III or this Article VIII of these Bylaws shall require the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all of the then outstanding capital stock of the Corporation entitled to vote thereon voting as a single class.

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AMENDMENT NO. 1

TO THE AMENDED AND RESTATED

BYLAWS OF BLACKROCK, INC.

A Delaware Corporation

In accordance with Section 8.1 of the Amended and Restated Bylaws (the “Bylaws”) of BlackRock, Inc. (the “Corporation”), the following amendments to the Bylaws were unanimously approved by the Corporation’s Board of Directors at its regular meeting on December 14, 1999:

1. Amendment to Section 3.16(a). Section 3.16(a) of the Bylaws is hereby amended by deleting such section in its entirety and replacing it with the following:

“(a) The Board of Directors may by resolution designate one or more committees (in addition to the mandatory Standing Committees as set forth in Section 3.16(e) below) consisting of one or more directors of the Corporation which, to the extent authorized in any resolution of the Board of Directors or these Bylaws and permissible under the DGCL and the Certificate of Incorporation, shall have and may exercise any or all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except that no committee (including any Standing Committee) shall have the power to take any action which requires the affirmative vote of at least eighty percent (80%) of the entire Board of Directors (including but not limited to any of the actions specified in Section 3.10 of the Bylaws).”

2. Amendment to Section 3.16(b). Section 3.16(b) of the Bylaws is hereby amended by deleting the clause “Subject to Section 3.16(a),” at the beginning of Section 3.16(b).

3. Amendment to Section 3.16(e)(ii). Section 3.16(e)(ii) of the Bylaws is hereby amended by deleting the word “three” in the second line of the first sentence of such section and inserting the word “two” in lieu thereof.

Effective as of December 15, 1999

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AMENDMENT NO. 2

TO THE AMENDED AND RESTATED

BYLAWS OF BLACKROCK, INC.

A Delaware Corporation

In accordance with Section 8.1 of the Amended and Restated Bylaws (the “Bylaws”) of BlackRock, Inc. (the “Corporation”), the following amendments to the Bylaws were unanimously approved by the Corporation’s Board of Directors at its regular meeting on July 11, 2002:

1. Amendment to Section 3.10(i). Deleting such section in its entirety and replacing it with the following hereby amend section 3.10(i) of the Bylaws:

“(i) any other matter materially affecting the economic interests of a Controlling Stockholder unless such Controlling Stockholder of an Affiliated Company (as defined in Article TENTH of the Corporation’s Amended and Restated Certificate of Incorporation) thereof is a party to agreements pertaining to such matter and directors designated by such Controlling Stockholder pursuant to the Stockholders Agreement shall have abstained from voting thereon as directors of the Corporation.”

Effective as of July 11, 2002

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AMENDMENT NO. 3

TO THE AMENDED AND RESTATED

BYLAWS OF BLACKROCK, INC.

A Delaware Corporation

In accordance with Section 8.1 of the Amended and Restated Bylaws (“Bylaws”) of BlackRock, Inc. (the “Corporation”), the following amendments to the Bylaws were unanimously approved by the Corporation’s Board of Directors at its regular meeting on August 4, 2005:

1. Amendment to Section 3.16(e). Section 3.16(e) of the Bylaws is hereby amended by deleting the first sentence of such section in its entirety and replacing it with the following:

“The standing committees which, subject to Section 3.16(a), shall be appointed from time to time by the Board of Directors shall be: the Executive Committee, the Audit Committee, the Nominating and Governance Committee and the Compensation Committee.”

2. Amendment to Section 3.16(e)(iii). Section 3.16(e)(iii) of the Bylaws is hereby amended by replacing the term “Nominating Committee” with the term “Nominating and Governance Committee” in the title of the subsection and the first and second sentence of such subsection, and adding the following third sentence: “The Nominating and Governance Committee will also recommend to the Board of Directors the Corporate Governance Guidelines applicable to the Corporation, lead the Board of Directors in its annual review of the performance of the Board of Directors and management and recommend to the Board of Directors director nominees for each committee.”

3. Amendment to Section 3.16(e)(v). Section 3.16(e)(v) of the Bylaws is hereby amended by deleting the subsection in its entirety.

4. Amendment to Section 4.5(a). Section 4.5(a) of the Bylaws is hereby amended by replacing the term “Nominating Committee” with the term “Nominating and Governance Committee” in the third sentence of the subsection.

Effective as of August 4, 2005.

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EX-10.39

Exhibit 10.39

September 7, 2005

Mr. Steven E. Buller

879 Valley Road

New Canaan, CT 06840

Dear Steve:

Congratulations! This will confirm our offer to you to join BlackRock as a Managing Director and Chief Financial Officer. You will also be a member of our Management Committee.

You will have a 24-month compensation commitment, structured as follows:

1. Your base salary will be paid at the rate of $260,000 (pro-rated for time actually worked).

2. In addition, you will be paid a bonus for 2005, calculated by multiplying $1,490,000 by the number of weeks you work in 2005 and dividing by 52.

3. Your 2006 bonus will be no less than $1,490,000.

4. Your bonus for 2007 will be calculated by multiplying $1,490,000 by the result of 104 weeks minus the number of weeks worked from your date of hire to January 1, 2007 and dividing by 52.

For the remainder of 2007 and beyond, you will receive a discretionary bonus based on your performance and the performance of the firm.

Any bonus will be paid in conjunction with BlackRock’s annual schedule for bonus payments, which we anticipate to be early in the following year (e.g. February 2006 for the 2005 compensation year). The bonuses described in 2., 3., and 4. above are contingent upon your continued employment with BlackRock at the time of payment and are subject to all applicable tax withholding. However, in the event of the involuntary termination of your employment by BlackRock for any reason other than for Cause or your death or disability prior to the date on which your bonuses are paid for the applicable fiscal year, you will be entitled, subject to signing an agreement and release, to the bonus amounts described in 2., 3. and 4. above to the extent not already paid, provided that such bonus amounts will be offset by any compensation and benefits you receive from any other employment or consulting work (including self employment) prior to the second anniversary of your date of hire. Furthermore, in the event of your death or disability during 2005, 2006 or 2007, you will be entitled to the applicable bonus amount for such year as set forth in 2., 3. and 4. above, to the extent not already paid, pro-rated for the period from the beginning of the applicable calendar year through the date of your death or disability.

Page 2 Mr. Steven E. Buller

For purposes of this letter, “Cause” will mean the occurrence or existence of any of the following: (i) a material breach by you of written policies of BlackRock or an affiliate thereof required by law or established to maintain compliance with applicable law; (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct by you against BlackRock or an affiliate thereof or any client of BlackRock or an affiliate thereof; (iii) your conviction (including a plea of nolo contendere) for the commission of a felony that could, in BlackRock’s reasonable judgment, impair your ability to perform your duties hereunder or adversely affect BlackRock’s or any of its affiliates’ business or reputation; or (iv) entry of any order against you by any governmental body having regulatory authority with respect to BlackRock’s business, which order relates to or arises out of your employment relationship with BlackRock. The determination as to whether Cause exists will be made by BlackRock’s Chief Executive Officer.

Bonus payments may be subject to partial deferral under the terms of BlackRock’s Involuntary Deferred Compensation Plan as determined by the Management Committee and the Compensation Committee of BlackRock’s Board of Directors from time to time. You will also be eligible for any other deferral program or long term incentive plan that may be approved by the Compensation Committee of the Board of Directors for which other employees similarly situated are eligible.

In addition, you will receive a signing bonus calculated by multiplying $31,333 by the number of full and partial months between June 30, 2005 and your start date. This payment reflects the loss of K-1 income for that period and will be made in cash, net of applicable tax withholding, on the first available payroll following your start date.

In addition, subject to approval by the Compensation Committee of BlackRock’s Board of Directors, you will be granted restricted shares of BlackRock Class A common stock with value equal to $3,000,000. The number of shares to be awarded will be determined based on the average of the high and low price of stock on your date of hire. Subject to the terms of your restricted stock award agreement, this award will vest as follows:

A) thirty four percent of the shares on the third anniversary of your date of hire, plus

B) twenty two percent of the shares on each of the third, fourth and fifth anniversaries of your date of hire,

provided that you will vest 100% in this award if an “Acceleration Event” occurs pursuant to the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan. An award agreement governing the terms of this restricted stock award will be provided to you upon approval, a draft of which is attached to this letter.

In addition, BlackRock will cover any legal expenses you have incurred in connection with your joining the company up to $4,000, with appropriate documentation of the expense.

Finally, in recognition of your loss of pension income as a result of your move, the firm will provide a lump-sum cash payment on the first available payroll following your start date representing the present value of $2,205 per month for your life and 10 years certain beginning at age 58. The lump-sum payment will be in the amount of $316,548, net of applicable tax withholding, provided, however, that in the event of your voluntary termination of employment, you agree to repay part of all of the gross payment as follows:

Page 3 Mr. Steven E. Buller

1) 100% if your termination date is prior to the first anniversary of your date of hire,

2) 66.6% if your termination date is following the first anniversary but prior to the second anniversary of your date of hire, or

3) 33.3% if your termination date is following the second anniversary but prior to the third anniversary of your date of hire.

The purpose of this letter is to define your compensation at BlackRock. At all times you will be considered an employee-at-will.

You will be eligible to participate in our employee benefits program and in current and future compensation programs applicable to similarly situated employees. Your medical and dental insurance coverage will begin on the first of the month following your date of hire. Enclosed is a benefits summary, and if you need additional information, please contact Susan Mink at (212) 810-3140.

In the event that any one or more of the terms and conditions set forth in this letter 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. The terms contained in this letter apply to and bind BlackRock, its successors and assigns. The validity and construction of this letter shall be governed by the laws of the State of New York (excluding any conflict of law, rule or principle of New York law that might refer the governance, construction or interpretation of this letter to the laws of another state).

Page 4 Mr. Steven E. Buller

Please acknowledge your acceptance of this offer by signing and returning the attached duplicate copy of this letter. Also, please complete the enclosed forms and return them with your signed letter in the self-addressed envelope.

We look forward to your joining us!

Sincerely,

/s/    LAURENCE D. FINK	/s/    STEVEN E. BULLER
Laurence D. Fink Chairman & Chief Executive Officer	Agreed & Accepted September 7, 2005 Date

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)), 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(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; and

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 4, 2005		Laurence D. Fink
		Chairman & Chief Executive Officer

EX-31.2

Exhibit 31.2

CFO CERTIFICATION

I, Steven E. Buller, 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)), 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(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; and

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/ Steven E. Buller
Date: November 4, 2005		Steven E. Buller
		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, 2005 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 Steven E. Buller, 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 4, 2005
/s/ Steven E. Buller
Name:	Steven E. Buller
Title:	Chief Financial Officer
Date:	November 4, 2005