BlackRock Dividend Achievers Trust
Annual Report 2022

Built
for
you.

BlackRock  |  2022 Annual Report     1

$307B

total net inflows in 2022, 
diversified across asset classes 
and regions

BlackRock generated $1.8 trillion of 
net inflows over the last 5 years

More choice 
through  
One BlackRock

Today and throughout our 
history, BlackRock has focused 
on delivering the best risk-
adjusted financial returns 
for each and every client, in-
line with their objectives and 
goals. We are relentless about 
staying ahead of their needs, 
providing them with choice, 
and innovating to help them 
achieve financial well-being. 

We are a fiduciary to our clients. The 
money we manage belongs to our clients, 
who trust us to manage their investments 
to help them prepare for the future. We 
serve clients of all types – large and small, 
individuals and institutions, in all parts 
of the world – so providing them choice 
is critical in helping each of them achieve 
their unique financial goals.

We offer choice to help our clients reach 
their investment goals, and then we 
manage their assets consistent with their 
objectives and guidelines. The consistency 
of our growth – across both good and 
bad markets – comes from our clients’ 
confidence in BlackRock’s performance, 
guidance, and fiduciary standard in 
managing their assets. 

Investment choice 

BlackRock’s comprehensive platform  
allows us to serve clients around the  
world of all types and sizes – whether  
they are looking for a broad-based index  
exposure, active, private markets, or  
fully outsourced solutions.

For many clients, a market-weighted 
portfolio will suit their needs. Others may 
want access to precise exposures in certain 
regions or sectors. Still others will want 
their investments to reflect their values. 
BlackRock provides investment choice to 
our clients, and our clients decide how to 
invest their money.

Voting choice 

At BlackRock, we continue to innovate to 
expand the choices we offer clients. We are 
transforming proxy voting by expanding the 
opportunity for our clients to participate in 
the proxy voting process through our Voting 
Choice technology. 

BlackRock was the first to build and launch 
a technology empowering institutional 
investors by expanding the proxy voting 
options and policies available to them. 
Nearly half of our clients’ equity assets 
under management are now eligible for 
Voting Choice, and products offering Voting 
Choice are available to all of the U.S. public 
and private pension plans we manage assets 
for, as well as retirement plans serving more 
than 60 million people around the world.

2     BlackRock  |  2022 Annual Report

BlackRock  |  2022 Annual Report     3

Unified
investment  
and technology 
platform

Over the past 34 years, we have built 
the industry’s most comprehensive and 
integrated investment and technology 
platform. Throughout that time, BlackRock 
has strategically invested in our platform 
both organically and inorganically in 
anticipation of our clients’ evolving needs. 
What has made our investments so 
successful is our steadfast commitment to 
integrate our capabilities as one platform, 
with one culture, using one technology. 
That is what One BlackRock is all about. 

This approach is as relevant as ever today – 
our longstanding commitment to reimagine 
our business and innovate ahead of client 
needs is translating into industry-leading 
organic growth.

Record
Aladdin
net sales

in 2022

Aladdin

Aladdin is foundational to how we serve clients 
across our platform and is a key component of 
many of our largest client relationships. Driven 
by our continued innovation and the power of 
our user-provider model, demand for Aladdin has 
never been stronger. Periods of market volatility 
have historically underscored the importance of 
Aladdin, and in 2022 we saw record net sales. 

Our multi-decade investment into Aladdin 
continues to differentiate BlackRock, both as an 
asset manager and as a leading fintech provider. 
We see clients doubling down on technology and 
leveraging fewer providers to do more with less. 

We are continually enhancing Aladdin’s  
value proposition through expanded solutions, 
a broader geographical footprint, and strategic 
partnerships to help clients achieve their goals.

Whole portfolio  
& outsourcing

BlackRock’s whole portfolio approach 
is resonating against a complex market 
backdrop, as clients look for partners 
with comprehensive capabilities and a 
global outlook to help them rethink their 
portfolio allocations. It is especially 
central to the momentum we are seeing 
in major outsourcing mandates, which 
underpinned a record $192 billion of 
long-term net inflows from institutional 
clients in 2022.

BlackRock anticipated the growing  
need from insurance companies, 
pensions, and wealth distribution 
partners for comprehensive outsourced 
solutions, as they increasingly looked to 
focus on their core businesses. We 
aligned our investment expertise, 
operational excellence, and technology 
to address this need. 

These clients are coming to us because 
we have the global footprint, scale, 
operations, technology, and diversity of 
offerings to serve their whole portfolios.

$300B+

significant outsourcing 
mandates in the last 2 years

4     BlackRock  |  2022 Annual Report

BlackRock  |  2022 Annual Report     5

1,300+

ETFs, including over 85 launched in 2022

$745B

$758B

$690B

iShares 
Bond ETF 
AUM

Embracing 
opportunity

BlackRock has always led 
by listening to our clients, 
anticipating and embracing 
change, and innovating  
ahead of their future 
needs. Over the course of 
BlackRock’s history, markets 
have experienced periods 
of volatility and uncertainty. 
BlackRock has always come 
through stronger. 

We are honored that our clients entrusted  
us with over $300 billion of net new  
assets in 2022. We see similar client needs 
shaping the future opportunity set – 
driving continued demand for Aladdin, 
outsourcing, private markets, and ETFs. 
And we see growing opportunities in 
areas like transition finance, institutional 
outsourcing, more customization of  
both institutional and wealth portfolios,  
and alternative investments for wealth  
clients globally.

We believe the best of BlackRock is  
ahead of us, and we are committed to 
delivering the power of our unified  
platform to benefit our clients, employees, 
and shareholders. 

Transitionfinance

The transition to a low-carbon economy is top of 
mind for many of our clients, and we are helping 
them navigate investment risks and opportunities.

We believe that some of the most attractive 
investment opportunities in the years ahead will be in 
the transition finance space. Given its importance to 
our clients, BlackRock’s ambition is to be the leading 
investor in these opportunities on their behalf. 

Our approach to investing in the transition is the 
same as our approach across our platform: we provide 
choice to our clients; we seek the best risk-adjusted 
returns within the mandate they give us; and we 
underpin our work with research, data, and analytics.

Bond ETFs 

Twenty years ago, iShares launched the first four 
U.S.-listed bond ETFs, and today we provide over 
450 fixed income ETF choices across our nearly 
$760 billion fixed income ETF platform.1 iShares has 
the most diverse product offering in the industry, 
spanning government, investment grade, high yield, 
emerging markets, munis, and innovations like Buy/
Writes and iBonds.

The potential market size for fixed income ETFs  
is enormous: the global bond market is estimated at 
$130 trillion, and ETFs account for less than 2%,  
up from less than one-half a percent ten years ago. 
The diversification and liquidity of iShares bond ETFs 
mean we can meet a wider range of client needs and 
use cases than ever before, which makes us optimistic 
about the growth of bond ETFs in the years ahead.

$5T

projected size of bond ETF industry by 2030

$123B

record iShares bond ETF net inflows in 2022

20

21

22

1. BlackRock as of December 31, 2022.

6     BlackRock  |  2022 Annual Report

BlackRock  |  2022 Annual Report     7

19.8K

employees in over 30 
countries who speak more 
than 100 languages1  

90%

of employees are part of 
our Employee Networks

Connecting 
through our 
culture

A strong BlackRock culture has 
always been central to our ability 
to deliver for our clients, and 
our industry-leading results are 
possible because of our culture 
and the dedicated employees 
who nurture it each day. 

At BlackRock, our employees maintain  
an unwavering focus on our principles –  
we are constantly working to ensure that 
all of our employees understand our 
principles, are leading by them, and in turn, 
are benefitting from them. Our focus on 
building, maintaining, and fostering our 
One BlackRock culture helps us deliver 
returns for our shareholders. 

Key to delivering the full power of One 
BlackRock is having a senior leadership 

1. BlackRock as of December 31, 2022.

team with deep experience, knowledge, and 
connectivity across the entire firm – what 
we call horizontal leadership. We make 
organizational and leadership changes 
every few years because we believe these 
changes bring great benefits to our clients, 
our shareholders, our firm, and to our 
leaders themselves. These changes not only 
keep us more tightly connected, they also 
stimulate fresh thinking, helping us better 
anticipate clients’ needs. To that end, in 
2022 we announced a number of changes 
to grow leaders in new roles across the firm. 

BlackRock as a firm has been further 
energized since returning to the office. There 
is a buzz of people and activity in our new 
global headquarters in New York and in 
our offices across the world; all levels of the 
organization are more motivated, engaged, 
and focused on the future. 

BlackRock’s employees have been critical to 
our growth and are at the foundation of our 
success. They are always striving to better 
serve each other and our clients and finding 
new and innovative ways to help our clients 
and the people they serve achieve financial 
well-being, which ultimately drives returns for 
our shareholders. 

Employee impact

42K+ 600+

BlackRock employees 
volunteered over 42,000 
hours in 2022, a firm record

employee volunteer efforts 
supported over 600 non-
profit organizations

 
8     BlackRock  |  2022 Annual Report

BlackRock  |  2022 Annual Report     9

Delivering for 
shareholders

It’s through our scaled, 
fiduciary model – which is 
centered on empowering our 
clients with comprehensive 
choices across the whole 
portfolio – that we have been 
able to deliver performance  
for our shareholders. 

Our framework for delivering value to 
shareholders over the long term is simple: 
focus on the key elements of our business 
model that we can control; generate 
organic growth; realize the benefits of 
scale to drive operating leverage; and 
consistently return capital to shareholders. 
Successful execution of our strategy  
will enable us to generate value for our 
shareholders over the long term.

We have deep conviction in our ability to 
continue generating differentiated organic 
growth over the long term, and we continue 
to invest in our platform and embrace new 
market opportunities to stay ahead of our 
clients’ evolving needs. After first investing 
for future growth, we remain committed 
to systematically returning excess cash to 
shareholders through a combination of 
dividends and share repurchases. 

In 2022, we returned a record $4.9 billion  
to shareholders, including $1.9 billion  
of share repurchases, an increase of over 
30% from 2021.

The diversification and breadth of our 
platform enable us to serve clients across 
market environments, and we believe 
BlackRock is as well-positioned as ever 
to meet the needs of all stakeholders 
and to drive long-term returns for our 
shareholders. 

$4.9B

record $4.9 billion returned to shareholders 
through a combination of dividends and share 
repurchases after investing for growth in 2022

$393B

long-term net inflows in 2022

7,700%

total return on BlackRock’s stock since IPO1

1. Total return is cumulative and reflective of October 1, 1999 to December 31, 2022, assuming 
reinvestment of all dividends. Past performance is not indicative of future results.

10     BlackRock  |  2022 Annual Report

BlackRock  |  2022 Annual Report     11

To our  
shareholders,

Music plays a big role in my life. As  
a kid growing up in California, I 
used to go to the local record shop, 
buy a piece of vinyl and listen to 
the album on my record player.  
I still listen to records, though less  
often than when I was young. 
Today, streaming allows me to 
listen with ease to the whole album 
of an artist, or just that artist’s 
greatest hits, or a playlist of my 
own compilations, or those of 
other listeners. We have so much 
choice at our fingertips. 

Technology has also made 
financial markets much more 
affordable and accessible. Forty 
years ago, buying a stock or bond 
was a laborious process that 
required calling a stockbroker. 
The fees investors paid weren’t 
always clear. Now anyone with 
a smartphone and a brokerage 
account has tens of thousands of 
ETFs, mutual funds, and single 
stocks at their fingertips, and can 
make a purchase with a few clicks. 
Technology has greatly expanded 
the amount of choice for savers 
and investors. It can’t eliminate 
risks from investing (as we’ve seen 
all too vividly this past week), but 
technology has made financial 
markets more transparent, as well 
as easier and cheaper to access.

Making investing 
more accessible, 
affordable, and 
transparent to 
more people is core 
to our mission at 
BlackRock.

We are a fiduciary to our clients. 
The money we manage belongs 
to our clients, who trust us to 
manage their investments to help 
them prepare for the future. Our 
fiduciary duty is to serve each and 
every client by seeking the best 
risk-adjusted returns within the 
investment guidelines they set 
for us. The powerful simplicity of 
our business model is that when 
we deliver value for our clients, 
we also create more value for our 
shareholders. 

Part of supporting our clients 
includes speaking out on issues 
important to their investments. 
I’ve long believed that it’s critical 
for CEOs to use their voice in the 
world – and there’s never been a 
more crucial moment for me to 
use mine. I will do so whenever and 
wherever I believe it can serve the 
interests of our clients and the firm. 

In recent years, I have written two 
letters each year – one on behalf 
of our clients to CEOs and the 
other to BlackRock shareholders. 
In November, on the anniversary 
of BlackRock introducing Voting 

Choice, I wrote to both CEOs and 
our clients to share my views on 
the transformative power of choice 
in proxy voting. 

As we start 2023, it is clear to 
me that all of our stakeholders – 
BlackRock shareholders, clients, 
employees, partners, the 
communities where we operate, 
and the companies in which our 
clients are invested – are facing 
so many of the same issues. For 
that reason, this year, I am writing 
a single letter to investors, and 
we are sharing it with all of our 
stakeholders.

Clients have always been 
central to all we do. Today we 
serve clients who have a wide 
range of investment objectives, 
preferences, time horizons, and 
risk tolerances. We offer them 
choices to help them reach their 
investment goals. And we manage 
their assets consistent with their 
objectives and guidelines.

The new dollars – or euros, pounds 
or yen – that our clients award 
us are what our CFO, Martin 
Small, refers to as “units of trust.” 
This trust our clients place with 
us to help them achieve their 
financial goals is something we 
take extremely seriously. We are 
humbled that across the globe, 
because of that trust, clients turn 
to us more than any other firm in 
our industry. While most of our 
peers1 saw net outflows in 2022, 
clients entrusted BlackRock 
to manage nearly $400 billion 

in long-term net new assets – 
including $230 billion in the 
U.S. alone. These industry-
leading results reflect a strong 
endorsement by our clients of 
the choices we offer, the advice 
we provide, the long-term 
investment performance we 
have delivered, and the fiduciary 
standard we uphold.

2022 was one of the most 
challenging market environments 
in history – a year in which both 
equity and bond markets declined 
for the first time in decades – and 
the challenges have continued into 
2023. Through this, our people 
have stayed focused on delivering 
for our clients and providing them 
with outcomes suited to each of 
their unique goals and needs.

There are many people with 
opinions about how we should 
manage our clients’ money. But 
the money doesn’t belong to  
these people. It’s not ours either.  
It belongs to our clients, and  
our responsibility and our duty  
is to them. 

Choice has never been more 
important to BlackRock than  
it is today because we have  
never served a broader and  
more diverse set of clients.  
We see opinions diverging  
across regions – including the  
U.S. and Europe – and even  

within regions–especially in the 
U.S. That divergence creates 
challenges for a truly global asset 
manager like BlackRock. But I 
believe that in this environment 
the diversity of our offerings, our 
global perspective and insights, 
and our approach of always 
putting our clients’ preferences 
at the center of our work remain 
powerful competitive advantages.

BlackRock has grown as more 
and more clients have placed 
their trust in us, and that growth 
in turn has allowed us to deliver 
better outcomes for both our 
clients and our shareholders. 
Our scale means we can deliver 
not only greater choice, but 
also financial benefits to clients 
through lower fees, tighter bid-ask 
spreads when trading securities, 
and more diversified service-
provider relationships. In our 
iShares business, for example, 
we offer over 1,300 ETFs – more 
than any other firm. And since 
2015, iShares fee reductions 
have helped investors save nearly 
$600 million.2

It is not only in ETFs where clients 
have benefitted from cost savings. 
Over five years, the asset-weighted 
average fees paid by our U.S. 
mutual fund and ETF investors, 
for example, have come down by 
approximately 35%3 as clients 

benefit from our scale and product 
choice. This means our clients can 
keep more of what they earn and 
have a better opportunity to reach 
their financial goals. 

At the same time, we are focused 
on delivering for our shareholders 
by maintaining strong margins. 
Our scale, technology and 
innovation help us continuously 
improve our operational excellence 
and drive cost savings that can 
then be used to fund investments 
back into the business to support 
future growth. 

It’s through our scaled, fiduciary 
model – which is centered on 
empowering our clients with 
comprehensive choices across 
the whole portfolio – that we have 
been able to deliver performance 
for our shareholders. We are 
proud to be the highest-
performing financial services 
stockintheS&P500sinceour
IPOin1999,deliveringatotal
returnof7,700%.4

The BlackRock  
story

2023 marks the 35th anniversary 
of the founding of the firm and 
24 years since our initial public 
offering, milestones I couldn’t 

Total return since BlackRock’s IPO 

7,700%

BlackRock

BLK

S&P U.S. BMI Asset Management & Custody Banks Index
S&P 500

S&P U.S. BMI Asset Management & Custody Banks

S&P 500

Dec 31, 2022

365%

362%

Dec 31, 2022

Oct 1, 1999 

Oct 1, 1999

Source: S&P Global. The performance graph is not necessarily indicative of future investment performance. Please refer to the Important
Notes section for information on constituents of the S&P U.S. BMI Asset Management & Custody Banks Index.

Source: S&P Global. The performance graph is not necessarily indicative of future investment performance. Please refer to the Important Notes section on page 25 
for information on constituents of the S&P U.S. BMI Asset Management & Custody Banks Index.

2. BlackRock as of September 30, 2022. Cumulative cost-savings figure is calculated by taking the difference between the previous 
fund expense ratio and the new fund expense ratio from 2015 through September 30, 2022, multiplied by the fund assets under 
management at the time of the fund reduction. Methodology does not account for compounding savings over time.

SOURCES: FactSet, CAP IQ. Note: Data as of 11/14/2022. 1. Large-cap traditional peers include AB, AMG, BEN, IVZ, and TROW.

1

1. U.S. publicly traded traditional large-cap asset managers.

3. Morningstar, ‘2021 U.S. Fund Fee Study,’ page 14.

4. Data is reflective of October 1, 1999–December 31, 2022. Past performance is not indicative of future results.

12     BlackRock  |  2022 Annual Report

BlackRock  |  2022 Annual Report     13

have imagined back in the late 
eighties. A lot has changed since 
then (although I’m still a big fan of 
my favorite 80s band Talk Talk and 
think they only got better with their 
later albums). Yet, when I reflect  
on our journey, certain things  
have remained consistent over  
the decades. 

BlackRock as an asset manager is 
a fiduciary. We manage money on 
behalf of our clients to help them 
or the people they serve achieve 
their financial goals, including 
saving for retirement, a home, or 
a child’s education. It’s a huge 
source of pride for everyone at 
BlackRock that we play a role in 
helping millions of people around 
the world experience financial 
well-being. Knowing that we’ve 
helped firefighters and teachers 
retire with dignity after a lifetime 
of service, or that we’ve helped a 
family take some of the stress out 
of paying for college, is what gives 
me such pride in what we do. 

One of BlackRock’s most critical 
tasks as a fiduciary investor for 
our clients is to identify short- and 
long-term trends in the global 
economy that might affect our 
clients’ investments. We do this 
across all sectors, including those 
that are essential to the future of 
the economy such as healthcare, 
technology, and energy. 

Our clients are often investing for 
the long term, and we evaluate 
all kinds of long-term investment 
risks that could impact their 
portfolios – such as inflation, 
geopolitics, or the energy 
transition. 

People around the world turn 
to BlackRock for our unique 
investment insights and 
guidance, comprehensive 
investment solutions, investment 
performance track record, and 
world-class investment and 
technology capabilities. It is 
our duty to provide clients with 
our perspective on matters that 
can affect asset prices and to 

help them navigate constantly 
evolving markets and industries. 
Our commitment to our 
clients’ financial interests is 
unwavering, undivided, and 
always designed for their 
specific needs.

The price of easy 
money – are the 
dominoes starting 
to fall?

Since the financial crisis of 
2008, markets were defined by 
extraordinarily aggressive fiscal 
and monetary policy. As a result of 
these policies, we’ve seen inflation 
move sharply higher to levels not 
seen since the 1980s. To fight 
this inflation, the Federal Reserve 
in the past year has raised rates 
nearly 500 basis points. This is 
one price we’re already paying for 
years of easy money – and was the 
first domino to drop. 

Bond markets were down 15% last 
year, but it still seemed, as they 
say in those old Western movies, 
“quiet, too quiet.” Something else 
had to give as the fastest pace of 
rate hikes since the 1980s exposed 
cracks in the financial system. 

This past week we saw the biggest 
bank failure in more than 15 years 
as federal regulators seized Silicon 
Valley Bank. This is a classic asset-
liability mismatch. Two smaller 
banks failed in the past week as 
well. It’s too early to know how 
widespread the damage is. The 
regulatory response has so far 
been swift, and decisive actions 
have helped stave off contagion 
risks. But markets remain on edge. 
Will asset-liability mismatches be 
the second domino to fall?

Prior tightening cycles have 
often led to spectacular financial 
flameouts – whether it was 
the Savings and Loan Crisis 
that unfolded throughout the 
eighties and early nineties or the 
bankruptcy of Orange County, 

California, in 1994. In the case 
of the S&L Crisis, it was a “slow 
rolling crisis” – one that just kept 
going. It ultimately lasted about a 
decade and more than a thousand 
thrifts went under.

We don’t know yet whether the 
consequences of easy money 
and regulatory changes will 
cascade throughout the U.S. 
regional banking sector (akin 
to the S&L Crisis) with more 
seizures and shutdowns coming.

It does seem inevitable that 
some banks will now need to pull 
back on lending to shore up their 
balance sheets, and we’re likely to 
see stricter capital standards for 
banks.

Over the longer term, today’s 
banking crisis will place greater 
importance on the role of capital 
markets. As banks potentially 
become more constrained in 
their lending, or as their clients 
awaken to these asset-liability 
mismatches, I anticipate they will 
likely turn in greater numbers to 
the capital markets for financing. 
And I imagine many corporate 
treasurers are thinking today 
about having their bank deposits 
swept nightly to reduce even 
overnight counterparty risk.

And, there could yet be a third 
domino to fall. In addition to 
duration mismatches, we may now 
also see liquidity mismatches. 
Years of lower rates had the effect 
of driving some asset owners to 
increase their commitments to 
illiquid investments – trading lower 
liquidity for higher returns. There’s 
a risk now of a liquidity mismatch 
for these asset owners, especially 
those with leveraged portfolios. 

As inflation remains elevated, 
the Federal Reserve will stay 
focused on fighting inflation and 
continue to raise rates. While 
the financial system is clearly 
stronger than it was in 2008, the 
monetary and fiscal tools available 
to policymakers and regulators 
to address the current crisis are 

limited, especially with a divided 
government in the United States. 

With higher interest rates, 
governments can’t sustain 
recent levels of fiscal spending 
and the deficits of previous 
decades. The U.S. government 
spent a record $213 billion on 
interest payments on its debt in 
the fourth quarter of 2022, up 
$63 billion from a year earlier.5 
In the U.K., as gilts plunged last 
fall following the announcement 
of significant unfunded tax cuts, 
we saw how swiftly markets react 
when investors lose faith in their 
government’s fiscal discipline. 

After years of global growth being 
driven by record high government 
spending and record low rates, the 
world now needs the private sector 
to grow economies and elevate the 
living standards of people around 
the globe. We need leaders in both 
government and corporations to 
recognize this imperative and work 
together to unleash the potential 
of the private sector. 

An economy of 
fragmentation

These dramatic changes in 
financial markets are happening at 
the same time as equally dramatic 
changes in the landscape of the 
global economy – all of which will 
keep inflation elevated for longer.

I wrote in last year’s letter to 
shareholders about the profound 
shifts in globalization that we 
would see in 2022 as a result 
of Russia’s invasion of Ukraine. 
The seeds of a backlash against 
globalization were planted long 
before this war in Europe. In 2017, 
I highlighted how globalization 
and technological change were 
dividing communities and 
impacting workers. The societal 
implications included Brexit, 
upheaval in the Middle East, and 
political polarization in the U.S. 

Covid isolation has heightened 
this charged environment and 
led to greater protectionism and 
polarization. The lack of face-
to-face interaction has had a 
profound effect on humanity. 
Video calls are no substitute for 
meeting in person or sharing 
a meal. The ability to connect 
has never been more important, 
whether you are the manager  
of a dozen people, the CEO of  
a multinational corporation or  
the leader of a global superpower 
wrestling with the new  
geopolitical landscape. 

Employees want to connect 
with their companies and 
citizens want to believe in their 
governments, but polarization and 
fragmentation have eroded trust 
and diminished hope. 

The repeated shocks of the past 
few years have also dramatically 
reshaped supply chains. The 
pandemic highlighted the need 
for supply chains to be resilient. 
Russia’s invasion of Ukraine and 
growing geopolitical tensions have 
brought national and economic 
security front and center. 

Whether it is for food and 
energy or computer chips and 
AI, companies and countries are 
all looking to ensure they are 
not dependent on supply chains 
exposed to geopolitical tensions. 
Increasingly, they want to source 
essential goods close to home 
even if it means higher prices. 
These shifts are producing a less 
integrated, more fragmented 
global economy. Leaders in public 
and private sectors are essentially 
trading off efficiency and lower 
costs for resilience and national 
security. It is understandable 
public policy. But for investors it 
is important to recognize the risks 
and opportunities it creates.

Governments are playing a 
bigger role in where products 
can be sourced and where capital 
should be allocated as they 

look to keep the production of 
critical components inside their 
borders. This means capital 
won’t necessarily be allocated to 
the businesses that deliver the 
maximum market return regardless 
of where they are located. 

This may produce better national 
security outcomes with more 
resilient and secure supply chains. 
But in the near term, the effects 
are highly inflationary. This trade-
off between price and security 
is one of the reasons I believe 
inflation will persist and be more 
difficult for central bankers to 
tame over the long term. As a 
result, I believe inflation is more 
likelytostaycloserto3.5%or
4%inthenextfewyears.

This new economy of fragmentation 
brings risks – like elevated 
inflation – but also opportunities. 

I believe that North America 
could be one of the biggest 
global beneficiaries. We have a 
large and diverse labor force. We 
have abundant natural resources, 
with the potential for both energy 
and food security. Public policy is 
helping to keep chip manufacturing 
in the U.S., and the latest 
innovations in AI have become a 
new preoccupation. Other national 
winners will emerge as well.

Building a hopeful 
future for retirees

The world faces a “silent crisis” 
when it comes to retirement. You 
rarely hear about it in the news 
media. It’s not part of the political 
dialogue in most countries. And 
corporate leaders rarely discuss 
it– not in public anyway. It doesn’t 
make headlines or attract attention 
because it’s not immediate. It’s not 
this year’s – or even next year’s– 
problem. But it is a crisis. And the 
longer we delay the conversation 
about it, the larger the crisis grows. 

Lower market-return expectations, 
higher housing and healthcare 

5. Federal government current expenditures: Interest payments (NA000308Q) | FRED | St. Louis Fed (stlouisfed.org).

14     BlackRock  |  2022 Annual Report

BlackRock  |  2022 Annual Report     15

costs for retirees, and the shifting of 
retirement risks to individuals have 
all made it more challenging than 
ever to support increased longevity. 

To help address this crisis, we must 
understand some of the issues 
driving the retirement crisis at 
both the global and local levels. 
Populations in Europe, North 
America, China, and Japan are 
aging due to increased lifespans 
and falling birth rates. Fertility 
rates have fallen to an all-time low 
of 1.7 births per woman in the U.S., 
1.5 births in Europe, and 1.2 births 
in China. This has profound 
implications for each of these 
markets over time. It will result in 
a smaller working population and 
cause income to grow more slowly 
or even decline. 

Countries and companies 
need to pursue a “productivity 
imperative.” Successful  
countries will be those with higher  
healthy life expectancies, greater 
labor force participation rates, 
and higher rates of productivity. 
Successful companies that 
generate durable returns for 
shareholders will be those able 
to find enough workers, engage 
them at high rates of productivity, 
and find enough customers.

Investing for a 
financial goal  
like retirement is  
an act of hope  
and optimism, 
demonstrating  
a long-term 
perspective,  
trust in financial 
institutions, and 
belief in the  
integrity of the 
market. 

Another challenge is 
understanding why some people 
can save effectively for retirement 
and others cannot. Even in 
wealthier countries, many people 
lack the ability to save; and if they 
do save, they often use those 
savings for an emergency, rather 
than investing for retirement. In 
some countries people are actually 
over-saving but under-investing. 
If they are keeping their money in 
the bank rather than investing in 
the market, they won’t generate 
the returns necessary to retire 
with dignity. In order to retire 
comfortably, people need to invest 
their savings over decades and 
take advantage of the long-term 
returns delivered by the growth of 
the capital markets.

Long-term investing requires 
trust in the financial system and a 
fundamental belief that tomorrow 
will be better than today. We need 
leaders today who will give people 
reasons to be hopeful, who can 
articulate a vision for a brighter 
future. And, we need institutions 
that inspire trust. So much of 
what we have lost over the past 
few years – through Covid, war 
in Europe, political polarization, 
geopolitical fragmentation, and 
macroeconomic shifts – has 
eroded optimism, trust, and a 
belief in a better future. 

There’s so much fear today: fear 
of economic insecurity, fear about 
what world the next generation 
will inherit, fear of how the 
“polycrisis” that characterizes the 
economic and political landscape 
will shape the future. But I remain 
an optimist. The world has faced 
major crises before. We got 
through them by confronting 
problems, imagining a better 
future, creating connections, and 
driving innovation forward. We 
need to do the same today. Our job 
as leaders is to show people how 
to see in challenges opportunities 
that can be captured. 

Investing for the 
future is an act of 
hope and optimism

More than half of the money 
BlackRock manages is related 
to retirement. So helping people 
finance retirement is a major focus 
of ours. To help future retirees, 
we need to understand what’s 
driving financial decision-making 
in different markets and how to 
become a trusted partner to those 
who are trying to plan for their 
long-term needs. 

People only invest if they believe in 
the future and believe in the 
integrity of financial and 
regulatory institutions; otherwise 
they keep their money under the 
mattress or make risky financial 
moves in the hope of overnight 
riches. When people are afraid, 
they may save, but they won’t 
invest. Investing for a financial goal 
like retirement is an act of hope 
and optimism, demonstrating a 
long-term perspective, trust in 
financial institutions, and belief in 
the integrity of the market. 

A lack of hope, particularly as we 
head into a period of uncertainty 
and economic malaise – if not 
a full-blown recession – might 
be one of the biggest barriers to 
turning savers into long-term 
investors. In a global survey last 
year asking if people thought their 
families would be better off in five 
years, the results were at an all-
time low in 24 of 28 countries.6 

Levels of trust in financial 
institutions and hope for the 
future vary greatly country by 
country. Even in the U.S., where 
capital markets have been a 
huge success story over the 
years,just58%ofAmericansare
invested in the stock market.7 
Americans and others around the 
world who invested $1,000 in an 
S&P 500 index tracker 10 years 

ago and left it alone would have 
over $3,000 (that same $1,000 
in BlackRock stock would have 
done quite a bit better and be over 
$4,000).8 For those who put it 
under the mattress or in an empty 
coffee can, that $1,000 would be 
worth even less after inflation. 
That is the power of investing. Our 
job at BlackRock includes helping 
more people benefit from the 
power of the capital markets by 
making investing more accessible, 
affordable, and transparent. 

In the same way that the internet 
enabled streaming to transform 
the music industry, society needs 
to transform how people plan for 
retirement. We need to do that 
in a way that’s tailored to the 
unique needs of each local market, 
culture, and regulatory system. 
There is no global solution to this 
crisis. BlackRock is working in 
many markets around the world 
to lower barriers to investing by 
creating choices that make market 
access frictionless and affordable 
wherever our clients are. 

2023 marks the 30th anniversary 
of BlackRock pioneering the 
first target-date fund in the 
U.S., called LifePath. BlackRock 
manages $350 billion in LifePath 
target-date fund assets today, 
and our retirement business 
serves approximately 40 million 
Americans. LifePath Paycheck, a 
solution we announced in 2020 
for the U.S. market, is designed 
to give access to a lifetime 
income stream in retirement. 
Eleven large plan sponsors, 
representing over $20 billion 
in target-date assets and over 
500,000 participants, have 
elected to work with BlackRock 
to implement LifePath Paycheck 
as the default investment option 
in their employees’ retirement 
plans. And this year, BlackRock 
made a minority investment in 
Human Interest, which aims to 
expand access to retirement 

plans to small- and medium-
sized businesses, an underserved 
segment of the market. 

already seeing rising insurance 
costs in response to shifting 
weather patterns. 

In Germany, we’re offering ETF 
savings plans through digital 
distributors like Scalable Capital 
and Trade Republic, giving 
investors easier access to the 
capital markets. In France, we’re 
partnering with Boursorama 
to make it easier for banking 
customers to turn savings into 
long-term investments. We’re 
also exploring opportunities in 
many other markets to provide 
local investment solutions to help 
address retirement challenges. 

Helping clients 
navigate and invest 
in the global energy 
transition 

Investing for the long term 
requires taking a long-term view of 
what will impact returns, including 
demographics, government policy, 
technological advancements, and 
the transition to a low-carbon 
economy. In the near term, 
monetary and fiscal policy will 
be the major driver of returns. 
Over the long run, investors 
also need to consider how the 
energy transition, among other 
factors, will impact the economy, 
asset prices, and investment 
performance. 

For years now, we have viewed 
climate risk as an investment 
risk. That’s still the case. Anyone 
can see the impact of climate 
change in the natural disasters in 
California or Florida, in Pakistan, 
across Europe and Australia, and 
in many other places around the 
world. There’s more flooding, more 
wildfires, and more intense storms. 
In fact, it’s hard to find a part of 
our ecology – or our economy – 
that’s not affected. Finance is not 
immune to these changes. We’re 

According to Munich Re, insurers 
had to cover $120 billion for 
natural catastrophes in 20229 – 
a once unthinkable figure. This 
drives up insurance prices and 
will have a huge impact on 
homeowners, some of whose 
homes may simply become 
unaffordable to insure. 

The U.S. housing market could 
see significant changes if 
people relocate to areas less 
affected by changing weather 
patterns. To prevent an exodus 
from coastal zones and areas 
affected by drought and wildfires, 
some governments have 
been subsidizing or replacing 
private insurance. Most flood 
insurance policies currently 
providing coverage in Florida 
are underwritten by the federal 
government’s National Flood 
Insurance Program (NFIP). The 
NFIP has had to borrow funds from 
the U.S. Treasury and is currently 
$20.5 billion in debt.10 

The transition to a low-carbon 
economy is top of mind for many 
of our clients. Our clients have a 
range of investment objectives 
and perspectives. We have clients 
who want to invest in ways that 
seek to align with a particular 
transition path or to accelerate 
that transition. We have clients 
who choose not to. We offer 
choice to help clients reach their 
investment goals, and we manage 
their assets consistent with their 
objectives and guidelines.

Changes to government policy, 
technology, and consumer 
preferences will create significant 
investment opportunities. Some of 
our clients want to take advantage 
of opportunities created in areas 
like infrastructure investments 
that will benefit both households 
and economies. 

6. Edelman Trust Barometer, January 2023, pages 6–7.

7. Gallup, May 12, 2022.

8. Data is reflective of January 1, 2013–December 31, 2022. Past performance is not indicative of future results.
9. Munich Re, January 10, 2023.

10. NFIP Debt, FEMA, November 4, 2022.

16     BlackRock  |  2022 Annual Report

BlackRock  |  2022 Annual Report     17

Many of our clients also want 
access to data to ensure that 
material sustainability risk factors 
that could impact long-term 
asset returns are incorporated 
into their investment decisions. 
This is why we partner with other 
companies and provide insights 
into how a changing climate 
and the transition may affect 
portfolios over the long term. 
These clients track the transition 
to lower carbon emissions just 
as they track any other driver of 
investment risk. They want our 
help to understand the likely future 
paths of carbon emissions, how 
government policy will impact 
these paths, and what that means 
in terms of investment risks and 
opportunities. It is not the role of 
an asset manager like BlackRock 
to engineer a particular outcome 
in the economy, and we don’t 
know the ultimate path and timing 
of the transition. Government 
policy, technological innovation, 
and consumer preferences will 
ultimately determine the pace 
and scale of decarbonization. Our 
job is to think through and model 
different scenarios to understand 
implications for our clients’ 
portfolios.

That’s why BlackRock has 
been so vocal in recent years in 
advocating for disclosures and 
asking questions about how 
companies plan to navigate the 
energy transition. As minority 
shareholders, it’s not our place to 
be telling companies what to do. 
My letters to CEOs are written with 
a single goal: to ensure companies 
are going to generate durable, 
long-term investment returns for 
our clients.

At BlackRock we use data and 
analytics to help our clients 
understand how the energy 
transition is evolving and give 
them choices about how they 
would like to invest in emerging 
opportunities. Better data is 

essential. More than half of the 
companies in the S&P 500 now 
voluntarily report Scope 1 and 
Scope 2 emissions. I expect that 
number will continue to rise.11 
But as I have said consistently 
over many years now, it is for 
governments to make policy  
and enact legislation, and 
not for companies, including 
asset managers, to be the 
environmental police.

Transition toward lower carbon 
emissions will reflect the 
regulatory and legislative choices 
governments make to balance 
the need for secure, reliable, and 
affordable energy with orderly 
decarbonization. 

We know that the transition will 
not be a straight line. Different 
countries and industries will move 
at different speeds, and oil and 
gas will play a vital role in meeting 
global energy demands through 
that journey. Many of our clients 
see the investment opportunities 
that will come as established 
energy companies adapt their 
businesses. They recognize the 
vital role energy companies will 
play in ensuring energy security 
and a successful energy transition. 

We are working with energy 
companies globally that are 
essential in meeting societies’ 
energy needs. To ensure the 
continuity of affordable energy 
prices during the transition, 
fossil fuels like natural gas, with 
steps taken to mitigate methane 
emissions, will remain important 
sources of energy for many 
years ahead. BlackRock is also 
investing, on behalf of our clients, 
in responsibly managed natural 
gas pipelines. For example, in the 
Middle East, we invested in one  
of the largest pipelines for natural 
gas, which will help the region 
utilize less oil for power production. 

Governments are taking bigger 
steps to drive a transition toward 

lower carbon emissions. For 
example, we see the Inflation 
Reduction Act in the U.S. creating 
significant opportunities for 
investors to allocate capital to the 
energy transition. This legislation 
commits an estimated $369 billion 
for investment in energy security 
and climate change mitigation. 
This is attracting investment into 
existing and emerging technologies 
like carbon capture and green 
hydrogen. We are creating 
opportunities for clients to 
participate in infrastructure and 
technology projects, including the 
building of carbon capture storage 
pipelines and technology that turns 
waste into clean-burning natural 
gas.12 European governments  
are also developing incentives to 
support the transition to a net  
zero economy and drive growth. 

Some of the most attractive 
investment opportunities in 
the years ahead will be in the 
transition finance space. Given 
its importance to our clients, 
BlackRock’s ambition is to be 
the leading investor in these 
opportunities on their behalf. 

I wrote last year that the next 
1,000 unicorns won’t be search 
engines or social media companies. 
Many of them will be sustainable, 
scalable innovators– startups  
that help the world decarbonize 
and make the energy transition 
affordable for all consumers. I still 
believe that. For clients who choose, 
we’re connecting them with these 
investment opportunities. 

Our approach to investing in 
the transition is the same as our 
approach across our platform: 
we provide choice to our clients; 
we seek the best risk-adjusted 
returns within the mandate  
they give us; and we underpin 
our work with research, data, 
and analytics. 

11. IEA, October 26, 2022.

12. https://www.blackrock.com/institutions/en-us/literature/investor-education/inflation-reduction-act-q-a.pdf.

Transforming proxy 
voting with greater 
client choice

We continue to innovate in a 
variety of areas to expand the 
choices we offer clients. Some 
of our clients have expressed 
interest in a more direct role in 
the stewardship of their capital, 
and we have sought to deliver 
solutions that enable them to vote 
their shares. As I wrote last year 
to clients and corporate CEOs, 
I believe that, if widely adopted, 
voting choice can enhance 
corporate governance by bringing 
new voices into shareholder 
democracy.

BlackRock has been at the 
forefront of this innovation for 
years, and we have seen other 
asset managers follow our lead 
and adopt similar efforts. Nearly 
half of our index equity assets 
under management are now 
eligible for Voting Choice. This 
includes all the public and private 
pension plan assets we manage 
in the U.S., as well as retirement 
plans serving more than 60 million 
people around the world. Clients 
representing over $500 billion in 
AUM have chosen to participate 
in Voting Choice to express their 
preferences. 

When I first started writing letters 
to the CEOs of the companies in 
which our clients are invested, my 
entire focus was on stewardship 
and ensuring engagement that 
centers on creating long-term 
value for our clients. We set out to 
build the best global stewardship 
team in the industry – to engage 
with companies on corporate 
governance not just during proxy 
season, but year-round, because 
we didn’t think that the industry’s 
reliance on just a few proxy 
advisors was appropriate. We 
believed that our clients expected 
us to make independent and well-
informed decisions about what 
was in their best financial interest. 
And we still do.

Making these decisions requires 
understanding how companies 
are responding to evolving risks 
and opportunities. Changes in 
globalization, supply chains, 
geopolitics, inflation, monetary 
and fiscal policy, and climate 
all can impact a company’s 
ability to deliver durable value. 
Our stewardship team works 
to promote better investment 
performance for our clients, the 
asset owners. The team does that 
by understanding how a company 
is responding to these factors 
where financially material to 
the company’s business, and by 
advocating for sound governance 
and business practices. For 
many of our clients who have 
entrusted us with this important 
responsibility, BlackRock’s 
stewardship efforts are core to 
what they are seeking from us. 

At the same time, we believe 
that adding more voices to 
corporate governance can 
further strengthen shareholder 
democracy. But democracy only 
works when people are informed 
and engaged. As more asset 
owners choose to direct their 
own votes, they need to make 
sure they are investing the time 
and resources to make informed 
decisions on critical governance 
issues. Proxy advisors can play an 
important role. But if asset owners 
rely too much on a few proxy 
advisors, then their voice may fall 
short of its potential. I certainly 
believe that the industry would 
benefit from more proxy advisors 
who can add diversity of views on 
shareholder issues. 

Amid these shifts, companies 
will also need to find new ways 
to reach their shareholders who 
choose to direct their own votes, 
and robust disclosures and 
advances in the proxy ecosystem 
will become even more important.

How the voting ecosystem 
changesoverthenextdecade
can be a transformative force 
that reshapes corporate 
governance. 

Benefits of our 
client-centric 
approach 
resonating in our 
results

Today and throughout BlackRock’s 
history, we have focused on 
delivering the best risk-adjusted 
financial returns for clients – 
consistent with their individual 
guidelines and objectives. We are 
relentless about staying ahead of 
their needs, providing them with 
more choice, and innovating to 
help them achieve financial well-
being. And clients are coming to 
BlackRock more than ever before.

BlackRock captured a leading 
share of long-term industry flows 
in 2022 and delivered positive 
organic base fee growth for the 
year. Over the past five years, 
BlackRock has delivered an 
aggregate $1.8 trillion in total net 
inflows, or 5% average organic 
asset growth, compared with flat 
or negative industry flows. Over 
this five-year period, markets 
have had rallies and contractions, 
but BlackRock has consistently 
delivered growth, demonstrating 
the power of our diversified 
platform. 

BlackRock generated nearly 
$400 billion in long-term net 
new assets in 2022, reflecting 
the decisions by thousands of 
organizations and investors that 
continually place their trust in 
BlackRock. 

Flows were positive across regions, 
including $230 billion of long-
term net inflows in the U.S. We 
generated organic asset growth 
across index, active and all long-
term asset classes – from fixed 
income to equity to multi-asset to 
alternatives – as clients turned to 
BlackRock for solutions for their 
whole portfolio.

Market declines and the 
strengthening U.S. dollar reduced 
BlackRock’s AUM by $1.7 trillion 
in 2022, impacting our financial 

18     BlackRock  |  2022 Annual Report

BlackRock  |  2022 Annual Report     19

results. Our clients have also 
been impacted by the complex 
market environment of 2022, 
and BlackRock is working with 
clients of all sizes around the 
world as they reshape their 
portfolios for the future. Against 
the current backdrop, BlackRock 
has an even greater obligation 
to help our clients wade through 
the uncertainty and give them 
confidence to invest for the  
long term. 

We see many opportunities 
for our clients to capitalize on 
market disruption – to rethink 
portfolio construction, to benefit 
from the renewed income-
generating potential of bonds, 
or to reallocate to sectors that 
may be more resilient in the face 
of elevated inflation and market 
distress. BlackRock is uniquely 
positioned to help clients navigate 
opportunities in this environment 
across their entire portfolio 
because of our diversified platform 
and integrated investment 
management, technology, and 
advisory expertise. 

Our whole portfolio approach 
is resonating more than ever 
and underpinned the record 
$192 billion of long-term net 
inflows from institutional clients 
in 2022, led by several significant 
outsourcing mandates. In an 
increasingly complex investing 
environment, we’re seeing very 
strong demand from clients 
looking to partner with BlackRock 
for outsourced solutions. In the 
past two years, we are honored 
to have been entrusted to lead a 
number of outsourced mandates 
totaling over $300 billion in AUM, 
spanning existing and new clients 
and capabilities. These clients are 
choosing BlackRock because of 
our scale, resources, and expertise 
to take on the challenges of the 
markets, and we expect this to 
continue into 2023. 

In 2022, BlackRock helped 
millions of investors plan for 
their financial futures as they 
continued to turn to iShares ETFs. 
iShares ETFs led the industry with 

$220 billion of net inflows. We are 
proud that iShares offers the most 
choice in the industry – in 2022 
alone, we launched over 85 new 
ETFs globally. 

Bond ETFs led iShares growth, 
generating a record $123 billion 
of net inflows. We again led global 
industry flows, and six of the top 
ten asset-gathering bond ETFs in 
2022 were iShares. In 2022, we 
celebrated the 20th anniversary of 
bond ETFs, and today we provide 
over 450 bond ETF choices across 
our $760 billion iShares fixed 
income platform. 

Over the past 20 years, bond ETFs 
have broken down many barriers to 
fixed income investing, simplifying 
how all types of investors access 
markets. Bond ETFs connected 
the fragmented fixed income 
market with transparent and liquid 
on-exchange trading and provided 
a simple way for investors to buy a 
portfolio of bonds for a known bid-
ask spread and relatively low fees. 
We believe that bond ETFs will 
continue to catalyze advances in 
fixed income market structure and 
will become further integrated into 
an increasingly modern, electronic 
fixed income marketplace.

The need for income and 
uncorrelated returns against 
the backdrop of higher inflation, 
distress in the banking sector 
and a more challenged market 
for public equities will continue 
to drive demand for private 
markets. In 2022, we raised 
$35 billion in client capital across 
our alternatives platform, led by 
private credit and infrastructure. 
We’re successfully scaling 
successor funds, delivering 
larger funds through raises of 
subsequent fund vintages. For 
example, in 2020, our third Global 
Energy and Power Infrastructure 
Fund raised a total of $5 billion, 
surpassing the total assets of 
vintages I and II combined. In 
2022, the most recent fund in the 
franchise raised $4.5 billion in 
initial investor commitments at 
first close, achieving over half its 
targeted size of $7.5 billion. 

BlackRock’s diversified 
infrastructure funds are also 
providing benefits to communities 
in the U.S. and around the world. 
In 2022 we announced an 
agreement to form Gigapower, 
a joint venture with one of our 
diversified infrastructure funds 
and AT&T. Upon closing, Gigapower 
will provide a fiber network to 
customers and communities 
outside of AT&T’s traditional service 
areas. The network will advance 
efforts to bridge the digital divide 
and ultimately help spur local 
economies in the communities in 
which Gigapower operates.

Our multi-decade investment into 
Aladdin continues to differentiate 
BlackRock as an asset manager 
and as a leading fintech provider. 
Periods of market volatility have 
historically underscored the 
importance of Aladdin, and in 2022 
we saw record client mandates.  
We see clients doubling down on 
technology and leveraging fewer 
providers to do more with less; 
this is evidenced by our mandates 
in 2022, with about half spanning 
multiple Aladdin products.

In addition to our investment  
and technology capabilities,  
our Financial Markets Advisory 
(FMA) group plays a critical  
role in advising financial and 
official institutions. In 2022,  
we successfully transitioned the 
last remaining assets that we  
were proud to manage for the  
New York Federal Reserve Bank  
in connection with programs 
designed to facilitate access to 
capital for businesses and to 
support the economy early in  
the pandemic. 

We also are very proud that our 
FMA group is working pro bono 
with the government of Ukraine 
to provide advice on designing an 
investment framework. The goal 
is ultimately creating opportunity 
for both public and private 
investors to participate in the 
reconstruction and recovery of 
the Ukrainian economy. 

My calls with President Zelenskyy 
over the past six months have 
been humbling. The courage and 
spirit of the Ukrainian people have 
inspired millions around the world, 
and even as they continue to fight 
on the battlefield they are planning 
for rebuilding their country after 
the war. They exemplify the hope 
that we all should have, and 
BlackRock is grateful to be able 
to help them lay a foundation 
to realize their hope for a free, 
peaceful, and prosperous Ukraine. 

Digital assets

If there’s one part of financial 
services that’s caught the 
headlines over the past year, it’s 
digital assets, not least due to 
the collapse of FTX. But beyond 
the headlines – and the media’s 
obsession with Bitcoin – very 
interesting developments are 
happening in the digital asset 
space. In many emerging 
markets– like India, Brazil and 
parts of Africa – we are witnessing 
dramatic advances in digital 
payments, bringing down costs 
and advancing financial inclusion. 
By contrast, many developed 
markets, including the U.S., are 
lagging behind in innovation, 
leaving the cost of payments 
much higher. 

For the asset management 
industry, we believe the 
operational potential of some of 
the underlying technologies in 
the digital assets space could 
have exciting applications. In 
particular, the tokenization of 
asset classes offers the prospect 
of driving efficiencies in capital 
markets, shortening value chains, 
and improving cost and access 
for investors. At BlackRock we 
continue to explore the digital 
assets ecosystem, especially areas 
most relevant to our clients such 
as permissioned blockchains and 
tokenization of stocks and bonds. 

While the industry is maturing, 
there are clearly elevated risks 
and a need for regulation in this 

market. BlackRock is committed 
to operational excellence, and we 
plan to apply the same standards 
and controls to digital assets that 
we do across our business.

Strategy for long-
term growth 

For the past three decades, 
BlackRock has led by listening 
to our clients. Our growth 
reflects this deep commitment 
to understanding their needs, 
building our strategy to 
addresstheminthecontextof
market opportunities, and then 
executingwithdiscipline.

In 2022, our management team 
and Board spent time assessing 
our strategy for growth over 
the next three to five years. We 
challenged ourselves to think 
about what actions we’d take if we 
knew that markets would be more 
range-bound and volatile for the 
next several years. We had this 
discussion recognizing that we 
can learn and build off crisis and 
change. How do we execute on 
opportunities that emerge amid 
market dislocation and industry 
disruption? How do we make sure 
we come through even stronger, as 
we’ve done throughout our history? 

We emerged with strong conviction 
in our strategy and our ability  
to execute with scale and expense 
discipline. Our strategy remains 
centered on growing Aladdin, 
iShares, and private markets, 
keeping alpha at the heart of 
BlackRock, leading in sustainable 
investing, and advising clients on 
their whole portfolio. 

And we see growing opportunities 
in areas like transition finance, 
institutional outsourcing, more 
customization of both institutional 
and wealth portfolios, and 
alternative investments for wealth 
clients globally.

Clients increasingly want to work 
with BlackRock as a global, multi-
product, and solutions- 
oriented asset manager, with a 

strong investment culture and 
the ability to solve for technology 
needs. Even as the largest asset 
manager in the world, we still have 
only 3% share of a fragmented 
industry’s revenue. We continue to 
target 5% organic growth through 
a market cycle and expect to  
outperform the industry in both 
down and up markets.

We are honored that our clients 
entrusted us with nearly  
$400 billion of long-term net new 
assets in 2022. Looking ahead, we 
see similar client needs shaping 
the opportunity set.

The role of fixed income in a 
portfolio is increasingly relevant – 
for the first time in years, investors 
can earn very attractive yields 
without taking much duration 
or credit risk. Institutions and 
individuals targeting something 
around a 7% return have had 
to manage allocations across 
equities, bonds and alternatives to 
try to reach that yield. Today, they 
can meet that target by investing 
almost entirely in bonds. 

Clients are coming to BlackRock 
to help them pursue generational 
opportunities in the bond  
market, and our $3.2 trillion fixed 
income and cash platform is well-
positioned to capture accelerating 
demand. In addition to our 
industry-leading bond ETF flows, 
clients are turning to BlackRock’s 
diversified active platform. And 
we believe that recent concerns 
about the security of cash in bank 
deposits will further accelerate 
demand for cash management 
options we provide. 

Our notable successes in 
onboarding and executing 
significant outsourcing  
mandates over the past several 
years have catalyzed dialogue  
with more clients. Early in 2023, 
two significant pension clients 
announced they had selected 
BlackRock for significant OCIO 
mandates, trusting BlackRock  
to look after the pensions of their 
members. These are yet more 

20     BlackRock  |  2022 Annual Report

BlackRock  |  2022 Annual Report     21

examples of how BlackRock’s 
range of resources, experience, 
and deep connectivity in local 
markets are resonating with 
clients.

As clients increasingly want 
to outsource or consolidate 
providers, the power of BlackRock’s 
diversified investment and 
technology platform becomes 
even more evident. We can offer 
solutions across clients’ whole 
portfolios – including market 
leadership across ETFs, active, 
and private markets. In ETFs, 
we expect the industry to reach 
$15 trillion in the next few years, 
with iShares leading that growth. 
In active, we are finding new 
ways to generate alpha and 
offer dynamic active allocation 
with model portfolios. And the 
investment we have made over 
the years in our private markets 
platform is positioning us to 
capture emerging opportunities in 
private credit, infrastructure and 
transition finance – particularly if 
we see less lending from banks. 

Aladdin is foundational to how we 
serve clients across our platform. 
It is not only the operating system 
that unites all of BlackRock; it is 
a key component of many of our 
largest client relationships. Our 
momentum in Aladdin has never 
been stronger, evidenced by a 
record year of net sales in 2022, 
and our advisory capabilities 
continue to play a critical role in 
our dialogue with clients.

As BlackRock has demonstrated 
many times since our founding, 
challenging environments  
create unique opportunities for 
future growth, and we’ve always 
emerged stronger and more deeply 
connected with our clients. I believe 
the best of BlackRock is ahead  
of us, and we are committed to 
delivering the power of our unified 
platform to benefit our clients, 
employees, and shareholders.

13. BlackRock analysis, 2023.

Developing our 
leadership and our 
culture 

Last year, I had a significant 
birthday, and that milestone has 
certainly been a moment for 
reflection on my own leadership 
and BlackRock’s role and 
responsibilities through the years. 

When we founded BlackRock, I 
was 35: I couldn’t have imagined it 
would grow into the company it is 
today. I learned a great deal about 
leadership during that time, and 
my most important responsibility 
now is growing and mentoring 
leaders across the firm. 

I have never been more excited 
about the talent, expertise, and 
leadership at the firm and their 
potential to keep innovating ahead 
of our client needs, delivering 
value for shareholders, and driving 
BlackRock into the future.

BlackRock – and many 
corporations across sectors – 
successfully pivoted to working 
remotely during the pandemic. 
Modern technology and remote 
work proved to be saviors of the 
economy. We learned that while 
working remotely our leaders 
could execute in their verticals very 
well. But clients do not come to 
BlackRock because we can deliver 
on one or two or three verticals – 
they come to us because we can 
deliver our full platform in a One 
BlackRock experience – what we 
call horizontal leadership.

BlackRock’s most successful 
leaders work horizontally. They 
work across teams and groups to 
innovate, drive forward our goals, 
and deliver for our clients. We  
have a diverse leadership team, 
but they are all united by their 
commitment to working together 
to serve our clients. 

The past three years have been 
a challenge for any corporate 
culture. Isolation, followed by an 

uneven reopening, risks eroding 
corporate culture and making it 
harder for employees who are new 
to the team to learn and grow. This 
is something I hear from nearly 
every corporate leader I speak with. 

Successful CEOs understand the 
need to build bonds with the full 
range of their stakeholders – but 
especially their employees. Last 
year, I wrote to corporate leaders 
about the importance of adapting 
to the new world of work and 
forging strong connections with 
employees. BlackRock research 
shows a strong correlation 
between companies with better 
culture and values ratings 
compared to industry peers and 
their stock returns.13 More than a 
year later this imperative is even 
more essential. In a world where 
companies’ ability to attract 
the best talent can mean the 
difference between success and 
failure, building bonds that go 
beyond just a paycheck has never 
mattered more. 

During the pandemic, BlackRock 
worked tirelessly to keep our teams 
connected and our culture vibrant. 
We even undertook a firmwide 
effort to renew and refresh the 
BlackRock Principles – which 
have guided us throughout our 
history. We now are focused on 
bringing our people back together 
in person, including in our new 
headquarters in New York and in 
our offices and with clients across 
the globe. 

We always want to stay ahead 
of our clients’ needs, and to do 
so we need to maintain a focus 
on productivity, innovation, and 
connectedness. That means 
having people working side-by-
side, not staring at one another on 
screens. As I look ahead, the major 
challenge for the next generation 
of leaders will be bringing people 
back to the office in order to forge 
the cultural bonds a company 
needs to succeed. 

GlobalExecutiveCommittee

Laurence D. Fink

Robert S. Kapito

Joud Abdel Majeid

Chairman and  
Chief Executive Officer

President

Global Head of Investment 
Stewardship

Dalia Osman Blass

Susan Chan

Samara Cohen

Head of External Affairs

Head of Greater China

Chief Investment Officer of  
ETF and Index Investments

Stephen Cohen

Edwin N. Conway

Ed Fishwick

Head of Europe, Middle East  
and Africa

Global Head of BlackRock 
Alternatives

Chief Risk Officer and Head  
of the Risk and Quantitative  
Analysis Group

Rob L. Goldstein

Caroline Heller

Philipp Hildebrand

Chief Operating Officer and 
Global Head of BlackRock 
Solutions

Global Head of Human Resources 

Vice Chairman

J. Richard Kushel

Rachel Lord

Chris Meade

Head of the Portfolio 
Management Group

Chair and Head of Asia Pacific

Chief Legal Officer

Manish Mehta

Sudhir Nair

Salim Ramji

Head of BlackRock Global Markets

Global Head of the Aladdin 
Business

Global Head of iShares and  
Index Investments

Rick Rieder

Raffaele Savi

Martin Small

Chief Investment Officer of Global 
Fixed Income

Global Head of BlackRock 
Systematic

Chief Financial Officer

Derek Stein

Mark K. Wiedman

Global Head of Technology  
and Operations

Head of the Global Client 
Business

22     BlackRock  |  2022 Annual Report

BlackRock  |  2022 Annual Report     23

Board of Directors

Laurence D. Fink

Bader M. Alsaad

Pamela Daley

Chairman and CEO of BlackRock

Chairman of the Board 
and Director General of the 
Arab Fund for Economic & 
Social Development

Former Senior Vice President of 
Corporate Business Development 
of General Electric Company

William E. Ford

Fabrizio Freda

Murry S. Gerber

Chairman and CEO of 
General Atlantic

President and CEO of the 
Estée Lauder Companies Inc.

Lead Independent Director
Former Chairman and CEO of 
EQT Corporation

Margaret “Peggy” L. 
Johnson

CEO of Magic Leap, Inc.

Robert S. Kapito

Cheryl D. Mills

President of BlackRock

Founder and CEO of 
BlackIvy Group

GordonM.Nixon

Kristin Peck

Charles H. Robbins

Former President and CEO of 
Royal Bank of Canada

CEO of Zoetis, Inc.

Chairman and CEO of 
Cisco Systems, Inc.

Hans E. Vestberg

Susan L. Wagner

Chairman and CEO of Verizon 
Communications, Inc.

Former Vice Chairman of 
BlackRock

Marco Antonio Slim 
Domit

Chairman of Grupo Financiero 
Inbursa, S.A.B. de C.V.

Mark Wilson

Former CEO of Aviva plc and 
former President and CEO of AIA

we founded BlackRock 35 years 
ago. I know that belief is firmly held 
by my colleagues at BlackRock 
across all parts of the organization. 
Their commitment to living our 
purpose, evolving ahead of clients’ 
needs, and making access to the 
capital markets easier and more 
affordable for people around 
the world make me incredibly 
optimistic for the future. 

I’ve changed how I listen to music, 
but I return to some tracks again 
and again. The same is true when 
it comes to themes I advocate 
for on behalf of our clients. I 
use my voice to advocate for 
BlackRock’s clients, to encourage 
people to invest with a long-term 
perspective and to speak out 
about risks and opportunities 
that investors need to navigate. 
Since BlackRock’s founding, we 
have always been unwavering in 
our commitment to serving our 
clients, and by doing so, we have 
delivered outsized returns for 
our shareholders. 

Sincerely,

Laurence D. Fink 
Chairman and  
Chief Executive Officer

March 15th, 2023

Our Board of  
Directors

Our Board plays a crucial role in 
our long-term success, including 
reviewing BlackRock’s long-
term strategy and evaluating the 
risks and opportunities for our 
business. Their diverse expertise 
and experience help guide the 
firm and strengthen our corporate 
governance. 

We give careful consideration 
to the composition of our Board 
to ensure it is positioned to be 
successful over the long term. 
We are committed to evolving 
our Board over time to reflect the 
breadth of our global business 
and look for directors with a 
diverse mix of experience and 
qualifications.

We are incredibly fortunate to 
have had Beth Ford as a valued 
director of BlackRock, bringing 
new perspectives and expertise to 
the Board. In 2022, Beth decided 
it was appropriate for her to step 
down from our Board given her 
spouse’s new position as CIO of 
the Minnesota State Board of 
Investment. We are grateful for 
the many contributions that Beth 
made as a member of  
BlackRock’s Board.

Our Board shares my focus on 
ensuring we’re developing the 
next generation of leaders for 
the company. As we continually 
innovate and evolve our business 
to stay ahead of our clients’ needs, 
we also evolve our organization 
and our leadership team. Key to 
delivering the full power of One 
BlackRock to our clients is having 
a senior leadership team with 
deep experience, knowledge and 
connectivity across the entire 
firm–a team that embraces 
horizontal leadership. 

We make organizational and 
leadership changes every few 
years because we believe these 
changes bring great benefits to 
our clients, our shareholders, our 
firm, and to our leaders 

themselves. These changes keep 
us more tightly connected, and 
they stimulate fresh thinking, 
helping us better anticipate clients’ 
needs. In 2022, we announced 
several of our senior leaders would 
take new roles to enhance their 
diversity of experience, global 
perspective and One BlackRock 
connectivity that will allow them to 
lead BlackRock to new heights. 

Gary Shedlin is one of the leaders 
who has had a profound impact 
on the BlackRock you know 
today. One of the changes to our 
leadership reflected Gary’s desire 
to take on a new role, once again 
working directly with clients. He 
is a great friend and has helped 
drive strong growth for BlackRock 
and our shareholders in the past 
10 years as CFO and for many 
years before that as an advisor. 
I’m glad he’s continuing with us 
at BlackRock as a Vice Chairman 
focusing on a number of our 
strategic client relationships. 
I’m happy to be partnering with 
Martin Small as our new CFO. He 
has deep knowledge and expertise 
from his 16 years at BlackRock 
across a variety of different 
roles–a true example of someone 
who has demonstrated horizontal 
leadership at the firm. 

Looking ahead 

Writing this letter is always an 
opportunity to reflect on the past 
year and think about what the 
future might bring. When I wrote 
last year, Russia had just invaded 
Ukraine, globalization was shifting, 
inflation was rising and interest 
rates were about to move sharply 
higher. The world is still grappling 
with many of these changes and 
the market volatility that comes 
with them. I am so proud of how 
our leadership team guided our 
firm, delivered for our clients, 
created value for our shareholders, 
and gave back to our communities.

My deep belief in the power of 
the capital markets and the 
importance of being invested in 
them is as strong as it was when 

 
24     BlackRock  |  2022 Annual Report

BlackRock  |  2022 Annual Report     25

Financial 
Highlights

Please review the Important Notes on 
page 25 for information on certain non-
GAAP figures shown through page 24,  
as well as for source information on other 
data points on pages 1 through 24.

Important 
Notes

(in millions)

2022

2021

2020

Total AUM (end of period)

$  8,594,485 

$  10,010,143 

$  8,676,680

Revenue

17,873

19,374

16,205

Operating income, GAAP

Operating income, as adjusted1

6,385

6,711

7,450

5,695

7,747

6,433

Operating margin, GAAP

35.7%

38.5%

35.1%

Operating margin, as adjusted1

42.8%

46.8%

46.0%

Net income attributable to BLK, GAAP

Net income attributable to BLK, as adjusted1

Diluted weighted-average common shares

5,178

5,391

152.4

5,901

4,932

6,254

154.4

5,352

154.8

Per Share

Diluted earnings, GAAP

$ 

33.97 

$ 

38.22 

$ 

31.85

Diluted earnings, as adjusted1

Dividends declared

35.36

19.52

40.51

34.57

16.52

14.52

1. Beginning in the first quarter of 2022, the Company updated its definitions of operating income, as adjusted, operating margin,  
as adjusted, and net income attributable to BlackRock, Inc., as adjusted, to include adjustments related to amortization of 

intangible assets, other acquisition-related costs, including compensation costs for nonrecurring retention-related deferred 

compensation, and contingent consideration fair value adjustments incurred in connection with certain acquisitions. The 

presentation of such updated measures, and their reconciliation to operating income, GAAP basis, operating margin, GAAP basis, 

and net income attributable to BlackRock, Inc., GAAP basis for the years ended December 31, 2020 and 2021 has been included  

in BlackRock’s Annual Report on Form 10-K for the year ended December 31, 2022, which is included on page 26.

Opinions
Opinions expressed through page 23 
are those of BlackRock, Inc. as of 
March 2023 and are subject to change. 
Investment involves risk including 
the loss of principal. The companies 
mentioned in this document are not 
meant to be a recommendation to buy 
or sell any security.

BlackRock data points
All data through page 24 reflects as-
adjusted full-year 2022 results or is as 
of December 31, 2022, unless otherwise 
noted. 2022 organic growth is defined 
as full-year 2022 net flows divided by 
assets under management (AUM) for 
the entire firm, a particular segment or 
particular product as of December 31, 
2021. Long-term product offerings 
include active and passive strategies 
across equity, fixed income, multi-asset 
and alternatives, and exclude AUM and 
flows from the cash management and 
advisory businesses.

Industry data points
All data is as of December 31, 2022 
unless otherwise noted. 

As of December 31, 2022, the S&P U.S. 
BMI Asset Management & Custody 
Banks Index included: Affiliated 
Managers Group Inc.; Ameriprise 
Financial Inc.; Ares Management 
Corporation; Artisan Partners 
Asset Management Inc.; AssetMark 
Financial Holdings, Inc.; Associated 
Capital Group Inc.; Avantax, Inc.; 
BlackRock, Inc.; Blackstone, Inc.; Blue 
Owl Capital, Inc.; Bridge Investment 
Group Holdings, Inc.; BrightSphere 
Investment Group Inc.; Carlyle Group, 
Inc.; Cohen & Steers Inc.; Diamond 
Hill Investment Group, Inc.; Federated 
Hermes Inc.; Focus Financial Partners, 
Inc.; Franklin Resources Inc.; GQG 
Partners, Inc.; Galaxy Digital Holdings, 
Ltd.; Grosvenor Capital Management, 
L.P.; Hamilton Lane Inc.; Invesco Ltd.; 
Janus Henderson Group Plc.; KKR & 
Co, Inc.; Northern Trust Corporation; 
P10, Inc.; SEI Investments Company; 
Sculptor Capital Management Inc.; 
Silvercrest Asset Management 
Group Inc.; State Street Corporation; 
StepStone Group, Inc.; T. Rowe Price 
Group Inc.; TPG, Inc.; The Bank of 
New York Mellon Corporation; Victory 

Capital Holdings Inc.; Virtus Investment 
Partners Inc.; Westwood Holdings 
Group Inc.; WisdomTree Inc.

GAAP and as-adjusted results
See pages 42– 44 of our 2022 10-K for 
an explanation of the use of non-GAAP 
financial measures and a reconciliation 
to GAAP.

Performance notes
Past performance is not indicative of 
future results. Except as specified, 
the performance information shown 
is as of December 31, 2022 and is 
based on preliminary data available 
at that time. The performance data 
shown reflects information for all 
actively and passively managed 
equity and fixed income accounts, 
including U.S. registered investment 
companies, European-domiciled 
retail funds and separate accounts for 
which performance data is available, 
including performance data for high 
net worth accounts available as of 
November 30, 2022. The performance 
data does not include accounts 
terminated prior to December 31, 2022 
and accounts for which data has not 
yet been verified. If such accounts 
had been included, the performance 
data provided may have substantially 
differed from that shown.

Performance comparisons shown are 
gross-of-fees for institutional and 
high net worth separate accounts, 
and net-of-fees for retail funds. The 
performance tracking shown for 
index accounts is based on gross-
of-fees performance and includes all 
institutional accounts and all iShares 
funds globally using an index strategy. 
AUM information is based on AUM 
available as of December 31, 2022 
for each account or fund in the asset 
class shown without adjustment for 
overlapping management of the same 
account or fund. Fund performance 
reflects the reinvestment of dividends 
and distributions. 

Performance shown is derived from 
applicable benchmarks or peer median 
information, as selected by BlackRock, Inc. 
Peer medians are based in part on data 
either from Lipper, Inc. or Morningstar, Inc. 
for each included product.

Forward-looking statements
This report, and other statements 
that BlackRock may make, may 
contain forward-looking statements 
within the meaning of the Private 
Securities Litigation Reform Act, 
with respect to BlackRock’s future 
financial or business performance, 
strategies or expectations. Forward-
looking statements are typically 
identified by words or phrases such 
as “trend,” “potential,” “opportunity,” 
“pipeline,” “believe,” “comfortable,” 
“expect,” “anticipate,” “current,” 
“intention,” “estimate,” “position,” 
“assume,” “outlook,” “continue,” 
“remain,” “maintain,” “sustain,” “seek,” 
“achieve,” and similar expressions, 
or future or conditional verbs such 
as “will,” “would,” “should,” “could,” 
“may” and similar expressions. These 
statements include, among other 
things, statements about future 
results of operations and financial 
condition; business initiatives and 
strategies; political, economic or 
industry conditions, the interest rate 
environment and financial and capital 
markets; product and service offerings; 
risk management, including climate-
related risks; share repurchases and 
dividends; and the legislative and 
regulatory environment. BlackRock 
cautions that forward-looking 
statements are subject to numerous 
assumptions, risks and uncertainties, 
which change over time. Forward-
looking statements speak only as of 
the date they are made, and BlackRock 
assumes no duty to and does not 
undertake to update forward-looking 
statements. Actual results could differ 
materially from those anticipated 
in forward-looking statements and 
future results could differ materially 
from historical performance. Factors 
that can cause actual results to differ 
materially from forward-looking 
statements or historical performance 
include those described under 
“Forward-Looking Statements” and 
risk factors disclosed in BlackRock’s 
most recent Form 10-K, as such factors 
may be updated from time to time in 
its periodic filings with the SEC and 
available on our website.

 
 
26     BlackRock  |  2022 Annual Report

BlackRock, Inc. 
Form 10-K 
Table of Contents

PART I

  1 

Item 1  Business

 21 

Item 1A  Risk Factors

 37 

Item 1B  Unresolved Staff Comments

 37 

Item 2  Properties

 37 

Item 3  Legal Proceedings

PART III

 67 

Item 10 

 Directors, Executive Officers and 
Corporate Governance

 67 

Item 11  Executive Compensation

 67 

Item 12 

 Security Ownership of Certain Beneficial 
Owners and Management and Related 
Stockholder Matters

 37 

Item 4  Mine Safety Disclosures

 67 

Item 13 

 Certain Relationships and Related 
Transactions, and Director 
Independence

PART II

 38 

Item 5 

 Market for Registrant’s Common Equity, 
Related Stockholder Matters and Issuer 
Purchases of Equity Securities

 67 

Item 14 

 Principal Accountant Fees  
and Services

 38 

Item 6  Reserved

 39 

Item 7 

 Management’s Discussion and Analysis 
of Financial Condition and Results of 
Operations

PART IV

 67 

Item 15 

 Exhibits and Financial Statement 
Schedules

	70	

Item	16	 Form	10-K	Summary

 63 

Item 7A 

 Quantitative and Qualitative Disclosures 
about Market Risk

 71 

Signatures

 64 

Item 8 

 Financial Statements and Supplemental 
Data

 64 

Item 9 

 Changes in and Disagreements with 
Accountants on Accounting and 
Financial Disclosure

 64 

Item 9A  Controls and Procedures

 67 

Item 9B  Other Information

 67 

Item 9C   Disclosure Regarding Foreign 

Jurisdictions that Prevent Inspections

PART I

Item 1. Business

OVERVIEW

BlackRock, Inc. (together, with its subsidiaries, unless the
context otherwise indicates, “BlackRock” or the
“Company”) is a leading publicly traded investment
management firm with $8.6 trillion of assets under
management (“AUM”) at December 31, 2022. With
approximately 19,800 employees in more than
30 countries who serve clients in over 100 countries
across the globe, BlackRock provides a broad range of
investment management and technology services to
institutional and retail clients worldwide.

BlackRock’s diverse platform of alpha-seeking active,
index and cash management investment strategies across
asset classes enables the Company to offer choice and
tailor investment outcomes and asset allocation solutions
for clients. Product offerings include single- and multi-
asset portfolios investing in equities, fixed income,
alternatives and money market instruments. Products are
offered directly and through intermediaries in a variety of
vehicles, including open-end and closed-end mutual
funds, iShares® and BlackRock exchange-traded funds
(“ETFs”), separate accounts, collective trust funds and
other pooled investment vehicles. BlackRock also offers
technology services, including the investment and risk
management technology platform, Aladdin®, Aladdin
Wealth, eFront, and Cachematrix, as well as advisory
services and solutions to a broad base of institutional and
wealth management clients. The Company is highly
regulated and manages its clients’ assets as a fiduciary.
The Company does not engage in proprietary trading
activities that could conflict with the interests of its clients.

BlackRock serves a diverse mix of institutional and retail
clients across the globe. Clients include tax-exempt
institutions, such as defined benefit and defined
contribution pension plans, charities, foundations and
endowments; official institutions, such as central banks,
sovereign wealth funds, supranationals and other
government entities; taxable institutions, including
insurance companies, financial institutions, corporations
and third-party fund sponsors, and retail intermediaries.

BlackRock maintains a significant global sales and
marketing presence that is focused on establishing and
maintaining retail and institutional investment
management and technology service relationships by
marketing its services to investors directly and through
third-party distribution relationships, including financial
professionals and pension consultants.

BlackRock is an independent, publicly traded company,
with no single majority shareholder and over 85% of its
Board of Directors consisting of independent directors.

Management seeks to deliver value for stockholders over
time by, among other things, capitalizing on BlackRock’s
differentiated competitive position, including:

• the Company’s longstanding model of client choice,
through which it offers a wide range of index, active,

1

and whole portfolio solutions across broad markets,
themes, regions, and investment styles;

• the Company’s focus on strong investment

performance, seeking the best risk-adjusted returns for
client portfolios, within the mandates given by clients,
to help them meet their investment objectives;

• the Company’s research, data and analytics, which are
at the center of BlackRock’s investment approach and
processes. They inform BlackRock’s pursuit of the best
risk-adjusted returns, and underpin product creation
and innovation;

• the Company’s global reach and commitment to best

practices around the world, with approximately 50% of
employees outside the United States (“US”) serving
clients locally and supporting local investment
capabilities. Approximately 40% of total AUM is
managed for clients domiciled outside the US;

• the Company’s differentiated client relationships and
fiduciary focus, which enable effective positioning
toward changing client needs and industry trends
including the secular shift to index investing and ETFs,
growing allocations to private markets, increasing
demand for outsourcing, anticipated re-allocations to
fixed income, demand for high-performing active
strategies, interest in sustainable investment strategies
and whole portfolio solutions using index, active and
illiquid alternatives products; and a continued focus on
income and retirement; and

• the Company’s longstanding commitment to

innovation, technology services and the continued
development of, and increased interest in, BlackRock
technology products and solutions, including Aladdin,
Aladdin Wealth, eFront, and Cachematrix. This
commitment is further extended by minority
investments in financial technology and digital
distribution providers, data and whole portfolio
capabilities including Human Interest, Circle,
Envestnet, Scalable Capital, iCapital, Acorns, and
Clarity AI.

BlackRock operates in a global marketplace impacted by
changing market dynamics and economic uncertainty,
factors that can significantly affect earnings and
stockholder returns in any given period.

The Company’s ability to increase revenue, earnings and
stockholder value over time is predicated on its ability to
generate new business, including business in Aladdin and
other technology products and services. New business
efforts depend on BlackRock’s ability to achieve clients’
investment objectives, in a manner consistent with their
risk preferences, to deliver excellent client service and to
innovate in technology to serve clients’ evolving needs. All
of these efforts require the commitment and contributions
of BlackRock employees. Accordingly, the ability to attract,
develop and retain qualified professionals is critical to the
Company’s long-term success.

 
FINANCIAL HIGHLIGHTS

(in millions, except per share data)

2022

2021

2020

2019

2018

GAAP:

Total revenue

Operating income

Operating margin

Nonoperating income (expense)(1)

Net income attributable to BlackRock, Inc.

Diluted earnings per common share

$ 17,873

$ 6,385

$ 19,374

$ 16,205

$ 14,539

$ 14,198

$ 7,450

$ 5,695

$ 5,551

$ 5,457

35.7%

38.5%

35.1%

38.2%

38.4%

$

89

$ 5,178

$ 33.97

$

419

$

475

$

186

$

(76)

$ 5,901

$ 4,932

$ 4,476

$ 4,305

$ 38.22

$ 31.85

$ 28.43

$ 26.58

(in millions, except per share data)

2022

2021

2020

2019

2018

As adjusted(2):

Operating income

Operating margin

Nonoperating income (expense)(1)

Net income attributable to BlackRock, Inc.

Diluted earnings per common share

$ 6,711

$ 7,747

$ 6,433

$ 5,784

$ 5,701

42.8%

46.8%

46.0%

45.5%

45.6%

$

89

$ 5,391

$ 35.36

$

419

$

353

$

186

$

(76)

$ 6,254

$ 5,352

$ 4,664

$ 4,493

$ 40.51

$ 34.57

$ 29.62

$ 27.74

(1) Net of net income (loss) attributable to noncontrolling interests (redeemable and nonredeemable).

(2) BlackRock reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”); however, management believes evaluating the Company’s

ongoing operating results may be enhanced if investors have additional non-GAAP financial measures.

Beginning in the first quarter of 2022, BlackRock updated the definitions of operating income, as adjusted, operating margin, as adjusted, and net income attributable to BlackRock, Inc., as
adjusted, to include new adjustments. Such measures have been recast for all prior periods to reflect the inclusion of such new adjustments. For further information on non-GAAP financial
measures and as adjusted items, see Item 7. Management’sDiscussionandAnalysisofFinancialConditionandResultsofOperations—Non-GAAPFinancialMeasures.

ASSETS UNDER MANAGEMENT

The Company’s AUM by product type for the years 2018 through 2022 is presented below.

(in millions)

Equity

Fixed income

Multi-asset

Alternatives

Long-term

Cash management

Advisory

Total

December 31,

2022

2021

2020

2019

2018

$ 4,435,354

$ 5,342,360

$ 4,419,806

$ 3,820,329

$ 3,035,825

2,536,823

2,822,041

2,674,488

2,315,392

1,884,417

684,904

266,210

816,494

264,881

658,733

235,042

568,121

178,072

461,884

143,358

7,923,291

9,245,776

7,988,069

6,881,914

5,525,484

671,194

—

755,057

9,310

666,252

22,359

545,949

1,770

448,565

1,769

$ 8,594,485

$ 10,010,143

$ 8,676,680

$ 7,429,633

$ 5,975,818

5-Year
CAGR(1)

6%

6%

7%

16%

6%

8%

—

6%

(1) Percentage represents CAGR over a five-year period (December 31, 2017 – December 31, 2022).

AUM represents the broad range of financial assets
managed for clients on a discretionary basis pursuant to
investment management and trust agreements that are
expected to continue for at least 12 months. In general,
reported AUM reflects the valuation methodology that
corresponds to the basis used for determining revenue
(for example, net asset value). Reported AUM does not
include assets for which BlackRock provides risk
management or other forms of nondiscretionary advice, or
assets that the Company is retained to manage on a short-
term, temporary basis.

Investment management fees are typically earned as a
percentage of AUM. BlackRock also earns performance
fees on certain portfolios relative to an agreed-upon
benchmark or return hurdle. On some products, the
Company also may earn securities lending revenue. In
addition, BlackRock offers its proprietary Aladdin
investment system as well as risk management,

outsourcing, advisory and other technology services, to
institutional investors and wealth management
intermediaries. Revenue for these services may be based
on several criteria including value of positions, number of
users, implementation go-lives and software solution
delivery and support.

At December 31, 2022, total AUM was $8.6 trillion,
representing a CAGR of 6% over the last five years. AUM
growth during the period was achieved through the
combination of net market valuation gains, net inflows
and acquisitions, including the net AUM impact from the
TCP Transaction, the Citibanamex Transaction, the Aegon
Transaction and the DSP Transaction, which added $27.5
billion of AUM in 2018, and the Aperio Transaction, which
added $41.3 billion of AUM in February 2021. Our AUM
mix encompasses a broadly diversified product range, as
described below.

The Company considers the categorization of its AUM by client type, product type, investment style, and client region
useful to understanding its business. The following discussion of the Company’s AUM will be organized as follows:

Client Type

• Retail

• ETFs

• Institutional

Product Type

• Equity

Investment Style

• Active

Client Region

• Americas

• Fixed Income

• Index and ETFs

• Europe, the Middle East and Africa (“EMEA”)

• Multi-asset

• Alternatives

• Cash Management

• Asia-Pacific

CLIENT TYPE

BlackRock serves a diverse mix of institutional and retail
clients across the globe, with a regionally focused
business model. BlackRock leverages the benefits of scale
across global investment, risk and technology platforms
while at the same time using local distribution presence to
deliver solutions for clients. Furthermore, our structure
facilitates strong teamwork globally across both functions
and regions in order to enhance our ability to leverage
best practices to serve our clients and continue to develop
our talent.

Clients include tax-exempt institutions, such as defined
benefit and defined contribution pension plans, charities,

foundations and endowments; official institutions, such as
central banks, sovereign wealth funds, supranationals and
other government entities; taxable institutions, including
insurance companies, financial institutions, corporations
and third-party fund sponsors, and retail intermediaries.

ETFs are a growing component of both institutional and
retail client portfolios. However, as ETFs are traded on
exchanges, complete transparency on the ultimate end-
client is unavailable. Therefore, ETFs are presented as a
separate client type below, with investments in ETFs by
institutions and retail clients excluded from figures and
discussions in their respective sections.

Component changes in AUM by product type for the five years ended December 31, 2022 are presented below.

AUM by investment style and client type at December 31, 2022 is presented below.

(in millions)

Equity

Fixed income

Multi-asset

Alternatives

Long-term

Cash management

Advisory

Total

December 31,
2017

Net inflows
(outflows)

Acquisitions(1)

Market
change

FX
impact

December 31,
2022

5-Year
CAGR(2)

$ 3,371,641

$ 299,298

$ 43,914

$ 843,558

$ (123,057)

$ 4,435,354

1,855,465

480,278

129,347

980,768

178,069

110,318

18,538

(211,347)

(106,601)

2,536,823

683

5,003

55,358

25,596

(29,484)

(4,054)

684,904

266,210

5,836,731

1,568,453

68,138

713,165

(263,196)

7,923,291

449,949

1,515

223,072

(2,099)

686

—

4,515

624

(7,028)

671,194

(40)

—

$ 6,288,195

$ 1,789,426

$ 68,824

$ 718,304

$ (270,264)

$ 8,594,485

6%

6%

7%

16%

6%

8%

—

6%

(1)

Amounts include the following: (a) net AUM from the acquisitions of Tennenbaum Capital Partners in August 2018 (“TCP Transaction”) and the asset management business of Citibanamex in
September 2018 (“Citibanamex Transaction”), (b) AUM reclassifications and net dispositions related to the transfer of BlackRock’s UK Defined Contribution Administration and Platform
business to Aegon N.V. in July 2018 (“Aegon Transaction”), (c) net AUM dispositions related to the sale of BlackRock’s minority interest in DSP BlackRock Investment Managers Pvt. Ltd. to the
DSP Group in August 2018 (“DSP Transaction”), and (d) net AUM from the acquisition of Aperio Group, LLC (“Aperio Transaction”) in February 2021.

(2) Percentage represents CAGR over a five-year period (December 31, 2017 – December 31, 2022).

(in millions)

Active

Non-ETF Index

ETFs

Long-term

Cash management

Total

Retail

Retail

ETFs

Institutional

Total

$ 675,969

$

167,506

—

—

$ 1,641,591

$ 2,317,560

2,528,615

2,696,121

—

2,909,610

—

2,909,610

843,475

2,909,610

4,170,206

7,923,291

6,953

—

664,241

671,194

$ 850,428

$ 2,909,610

$ 4,834,447

$ 8,594,485

BlackRock serves retail investors globally through a wide
array of vehicles across the investment spectrum,
including separate accounts, open-end and closed-end
funds, unit trusts and private investment funds. Retail
investors are served principally through intermediaries,
including broker-dealers, banks, trust companies,

insurance companies and independent financial advisors.
Technology solutions, digital distribution tools and a shift
toward portfolio construction are increasing the number
of financial advisors and end-retail investors using
BlackRock products.

2

3

Retail represented 10% of long-term AUM at
December 31, 2022 and 32% of long-term investment
advisory and administration fees (collectively “base fees”)
and securities lending revenue for 2022.

ETFs have a significant retail component but are shown
separately below. With the exclusion of ETFs, the majority
of retail AUM is comprised of active mutual funds. In the

aggregate, active and index mutual funds totaled $660
billion, or approximately 80%, of retail long-term AUM at
year-end, with the remainder invested in private
investment funds and separately managed accounts.
Approximately 80% of retail long-term AUM is invested in
active products.

Component changes in retail long-term AUM for 2022 are presented below.

(in millions)

Equity

Fixed income

Multi-asset

Alternatives

Total

December 31,
2021

Net inflows
(outflows)

Market
change

FX
impact

December 31,
2022

$ 471,937

$

(103)

$ (90,767)

$ (10,455)

$ 370,612

365,306

155,461

47,349

(20,299)

(3,143)

4,022

(41,706)

(26,064)

(2,271)

(4,187)

(1,086)

(519)

299,114

125,168

48,581

$ 1,040,053

$ (19,523)

$ (160,808)

$ (16,247)

$ 843,475

The retail client base is diversified geographically, with
69% of long-term AUM managed for investors based in
the Americas, 26% in EMEA and 5% in Asia-Pacific at
year-end 2022.

inflows were led by multi-strategy credit and tactical
opportunities funds, and equity net inflows reflect
continued growth in Aperio, BlackRock’s customized
index equity solution.

• US retail long-term net outflows of $9 billion were

• International retail long-term net outflows of

driven by outflows from fixed income and multi-asset
of $16 billion and $4 billion, respectively, partially
offset by equity and alternatives net inflows of
$8 billion, and $3 billion, respectively. Fixed income
net outflows were primarily due to net outflows from
unconstrained and high yield bond funds. Multi-asset
net outflows were driven by world allocation and
multi-asset income strategies. Alternatives net

$10 billion were driven by equity net outflows of
$8 billion, reflecting outflows from European equities
and index equity. Fixed income net outflows of
$4 billion were primarily due to net outflows from
short duration, Asian and high yield bond strategies.
Alternatives and multi-asset net inflows were
$1 billion, and $716 million, respectively.

ETFs

BlackRock is the leading ETF provider in the world with $2.9 trillion of AUM at December 31, 2022, and generated net
inflows of $220 billion in 2022. The majority of ETF AUM and net inflows represent the Company’s index-tracking iShares-
branded ETFs. The Company also offers a select number of active BlackRock-branded ETFs that seek outperformance
and/or differentiated outcomes.

Record fixed income ETF net inflows of $123 billion were diversified across exposures, led by flows into treasury,
investment grade, and municipal ETFs. Equity ETF net inflows of $101 billion were driven by flows into core, sustainable
and thematic ETFs, as well as continued client use of BlackRock’s broad-based precision exposure ETFs to express risk
preferences and make tactical allocation changes during the year. Multi-asset ETFs saw net inflows of $1 billion, while
alternative ETFs had net outflows of $5 billion, primarily driven by commodities funds.

ETFs represented 37% of long-term AUM at December 31, 2022 and 42% of long-term base fees and securities lending
revenue for 2022.

Component changes in ETFs AUM for 2022 are presented below.

(in millions)

Equity

Fixed income

Multi-asset

Alternatives(1)

Total

December 31,
2021

Net inflows
(outflows)

Market
change

FX
impact

December 31,
2022

$ 2,447,248

$ 100,756

$ (449,140)

$ (17,122)

$ 2,081,742

745,373

122,893

(103,957)

(6,216)

9,119

65,614

1,333

(4,647)

(1,441)

70

(136)

(137)

758,093

8,875

60,900

$ 3,267,354

$ 220,335

$ (554,468)

$ (23,611)

$ 2,909,610

(1)

Amounts include commodity ETFs.

BlackRock’s ETF product range offers investors a precise,
transparent and efficient way to gain exposure to a full
range of asset classes and global markets that have been
difficult for many investors to access, as well as the
liquidity required to make adjustments to their exposures
quickly and cost-efficiently.

• US ETF* AUM ended 2022 at $2.2 trillion with

$165 billion of net inflows diversified across all product
categories, and led by net inflows into core equity and
fixed income ETFs.

• International ETF* AUM ended 2022 at $745 billion with
net inflows of $55 billion, similarly diversified across all
product categories, and led by net inflows into core
equity, fixed income and sustainable ETFs.

*

Regional ETF amounts based on jurisdiction of product, not underlying client.

Ins t itutional

BlackRock serves institutional investors on six continents in sub-categories including: pensions, endowments and
foundations, official institutions, and financial institutions; institutional AUM is diversified across product and region.

Component changes in institutional long-term AUM for 2022 are presented below.

(in millions)

Active:

Equity

Fixed income

Multi-asset

Alternatives

Active subtotal

Index:

Equity

Fixed income

Multi-asset

Alternatives

Index subtotal

Total

December 31,
2021

Net inflows
(outflows)

Market
change

FX
impact

December 31,
2022

$ 199,980

$

9,882

$

(34,912)

$

(6,216)

$ 168,734

767,402

642,951

146,384

114,742

33,950

10,252

(95,291)

(112,028)

(243)

(11,898)

(20,404)

(2,960)

774,955

544,469

153,433

1,756,717

168,826

(242,474)

(41,478)

1,641,591

2,223,195

943,960

8,963

5,534

3,181,652

(5,432)

32,444

(918)

(2,482)

23,612

(341,087)

(203,501)

(1,285)

569

(62,410)

(68,242)

(368)

(325)

1,814,266

704,661

6,392

3,296

(545,304)

(131,345)

2,528,615

$ 4,938,369

$ 192,438

$ (787,778)

$ (172,823)

$ 4,170,206

Institutional active AUM ended 2022 at $1.6 trillion,
reflecting $169 billion of net inflows, driven by the funding
of several significant outsourcing mandates and
continued growth in our LifePath® target-date,
quantitative equity and private markets platforms.

Fixed income net inflows of $115 billion reflected the
funding of a significant insurance client outsourcing
mandate. Multi-asset and equity net inflows of $34 billion
and $10 billion, respectively, reflected continued growth in
LifePath target-date offerings and our quantitative equity
strategies, respectively.

Alternatives net inflows of $10 billion were led by private
credit, infrastructure and private equity. Excluding return
of capital and investment of $12 billion, alternatives net
inflows were $22 billion. In addition, 2022 was another
strong fundraising year for illiquid alternatives, with
BlackRock raising $35 billion of client capital. At year-end,
BlackRock had approximately $34 billion of non-fee
paying, unfunded, uninvested commitments to deploy for
institutional clients, which is not included in AUM.

Institutional active represented 21% of long-term AUM
and 19% of long-term base fees and securities lending
revenue for 2022.

Institutional index AUM totaled $2.5 trillion at
December 31, 2022, reflecting $24 billion of inflows,
driven by fixed income.

Institutional index represented 32% of long-term AUM
and 7% of long-term base fees and securities lending
revenue for 2022.

The Company’s institutional clients consist of the
following:

• Pensions, Foundations and Endowments BlackRock
is among the world’s largest managers of pension
plan assets with $2.6 trillion, or 62%, of long-term
institutional AUM managed for defined benefit,
defined contribution and other pension plans for
corporations, governments and unions at
December 31, 2022. The market landscape continues
to shift from defined benefit to defined contribution,
and our defined contribution channel represented
$1.2 trillion of total pension AUM. BlackRock remains
well positioned to capitalize on the on-going evolution
of the defined contribution market and demand for
outcome-oriented investments. An additional $80
billion, or 2%, of long-term institutional AUM was
managed for other tax-exempt investors, including
charities, foundations and endowments.

• Official Institutions BlackRock managed $259 billion,

or 6%, of long-term institutional AUM for official
institutions, including central banks, sovereign wealth
funds, supranationals, multilateral entities and
government ministries and agencies at year-end
2022. These clients often require specialized
investment advice, the use of customized
benchmarks and training support.

• Financial and Other Institutions BlackRock is a top

independent manager of assets for insurance
companies, which accounted for $570 billion, or 14%,
of long-term institutional AUM at year-end 2022.
Assets managed for other taxable institutions,
including corporations, banks and third-party fund
sponsors for which the Company provides sub-
advisory services, totaled $695 billion, or 16%, of
long-term institutional AUM at year-end.

4

5

CLIENT TYPE AND PRODUCT TYPE

Component changes in AUM by client type and product type for 2022 are presented below.

Fixed income represented 32% of long-term AUM and
26% of long-term base fees and securities lending
revenue for 2022.

December 31,
2021

Net inflows
(outflows)

Market
change

FX
impact

December 31,
2022

Multi-As s et

equities, bonds, currencies and commodities, and our
extensive risk management capabilities. Investment
solutions may include a combination of long-only
portfolios and alternative investments as well as tactical
asset allocation overlays.

(in millions)

Retail:

Equity

Fixed income

Multi-asset

Alternatives

Retail subtotal
ETFs:

Equity

Fixed income
Multi-asset

Alternatives

ETFs subtotal
Institutional:

Active:

Equity

Fixed income

Multi-asset

Alternatives

Active subtotal

Index:

Equity

Fixed income

Multi-asset

Alternatives

Index subtotal

Institutional subtotal

Long-term

Cash management

Advisory

Total

$

471,937

$

(103)

$

(90,767)

$ (10,455)

$ 370,612

365,306

155,461

47,349

(20,299)

(3,143)

4,022

(41,706)

(26,064)

(2,271)

(4,187)

(1,086)

(519)

1,040,053

(19,523)

(160,808)

(16,247)

299,114

125,168

48,581

843,475

2,447,248

745,373
9,119

65,614

100,756

122,893
1,333

(4,647)

(449,140)

(103,957)
(1,441)

70

(17,122)

2,081,742

(6,216)
(136)

(137)

758,093
8,875

60,900

3,267,354

220,335

(554,468)

(23,611)

2,909,610

199,980

767,402

642,951

146,384

9,882

114,742

33,950

10,252

(34,912)

(95,291)

(112,028)

(243)

(6,216)

(11,898)

(20,404)

(2,960)

168,734

774,955

544,469

153,433

1,756,717

168,826

(242,474)

(41,478)

1,641,591

2,223,195

943,960

8,963

5,534

3,181,652

(5,432)

32,444

(918)

(2,482)

23,612

(341,087)

(203,501)

(1,285)

569

(62,410)

(68,242)

1,814,266

704,661

(368)

(325)

6,392

3,296

(545,304)

(131,345)

2,528,615

4,938,369

192,438

(787,778)

(172,823)

4,170,206

9,245,776

393,250

(1,503,054)

(212,681)

7,923,291

755,057

(77,374)

9,310

(9,306)

1,071

(4)

(7,560)

671,194

—

—

$10,010,143

$306,570

$(1,501,987)

$(220,241)

$8,594,485

Long-term product offerings include active and index
strategies. Our active strategies seek to earn attractive
returns in excess of a market benchmark or performance
hurdle while maintaining an appropriate risk profile and
leverage fundamental research and quantitative models to
drive portfolio construction. In contrast, index strategies
seek to closely track the returns of a corresponding index,
generally by investing in substantially the same
underlying securities within the index or in a subset of
those securities selected to approximate a similar risk and
return profile of the index. Index products include both our
non-ETF index products and ETFs.

Although many clients use both active and index
strategies, the application of these strategies may differ.
For example, clients may use index products to gain
exposure to a market or asset class or may use a
combination of index strategies to target active returns. In
addition, institutional non-ETF index assignments tend to
be very large (multi-billion dollars) and typically reflect low
fee rates. Net flows in institutional index products
generally have a small impact on BlackRock’s revenues
and earnings.

Equity

Year-end 2022 equity AUM totaled $4.4 trillion, reflecting
net inflows of $105 billion. Net inflows included

$101 billion and $7 billion into ETFs and non-ETF index,
respectively, partially offset by active net outflows of
$3 billion.

BlackRock’s effective fee rates fluctuate due to changes in
AUM mix. Approximately half of BlackRock’s equity AUM is
tied to international markets, including emerging markets,
which tend to have higher fee rates than US equity
strategies. Accordingly, fluctuations in international equity
markets, which may not consistently move in tandem with
US markets, have a greater impact on BlackRock’s equity
revenues and effective fee rate.

Equity represented 56% of long-term AUM and 52% of
long-term base fees and securities lending revenue for
2022.

Fixed Incom e

Fixed income AUM ended 2022 at $2.6 trillion, reflecting
net inflows of $250 billion. Net inflows included
$123 billion, $93 billion and $34 billion into ETFs, active
and non-ETF index, respectively. Record fixed income ETF
net inflows of $123 billion reflected the benefit of our
diverse product offering and included strong flows into
treasury, investment grade and municipal ETFs. Active
fixed income net inflows included the funding of a
significant insurance client outsourcing mandate.

BlackRock manages a variety of multi-asset funds and
bespoke mandates for a diversified client base that
leverages our broad investment expertise in global

Multi-asset represented 9% of long-term AUM and 10%
of long-term base fees and securities lending revenue for
2022.

Component changes in multi-asset AUM for 2022 are presented below.

(in millions)

Target date/risk

Asset allocation and balanced

Fiduciary

Total

December 31,
2021

Net inflows
(outflows)

Market
change

FX
impact

December 31,
2022

$ 418,638

$ 23,866

$ (67,847)

$ (3,817)

$ 370,840

237,686

160,170

5,673

1,683

(35,208)

(37,763)

(6,979)

(11,198)

201,172

112,892

$ 816,494

$ 31,222

$ (140,818)

$ (21,994)

$ 684,904

Multi-asset net inflows reflected ongoing institutional
demand for our solutions-based advice with $33 billion of
net inflows coming from institutional clients. Defined
contribution plans of clients remained a significant driver
of flows and contributed $19 billion to institutional multi-
asset net inflows in 2022, primarily into target date and
target risk product offerings.

The Company’s multi-asset strategies include the
following:

• Target date and target risk products generated net

inflows of $24 billion. Institutional investors
represented 89% of target date and target risk AUM,
with defined contribution plans representing 84% of
AUM. Flows were driven by defined contribution
investments in our LifePath offerings. LifePath
products utilize a proprietary active asset allocation
overlay model that seeks to balance risk and return
over an investment horizon based on the investor’s
expected retirement timing. Underlying investments
are primarily index products.

• Asset allocation and balanced products generated
$6 billion of net inflows. These strategies combine
equity, fixed income and alternative components for
investors seeking a tailored solution relative to a
specific benchmark and within a risk budget. In
certain cases, these strategies seek to minimize
downside risk through diversification, derivatives
strategies and tactical asset allocation decisions.
Flagship products include our Global Allocation and
Multi-Asset Income fund families.

• Fiduciary management services are complex
mandates in which pension plan sponsors or
endowments and foundations retain BlackRock to
assume responsibility for some or all aspects of
investment management, often with BlackRock acting
as outsourced chief investment officer. These
customized services require strong partnership with
the clients’ investment staff and trustees in order to
tailor investment strategies to meet client-specific
risk budgets and return objectives.

Alternatives

BlackRock alternatives focus on sourcing and managing
high-alpha investments with lower correlation to public
markets and developing a holistic approach to address
client needs in alternatives investing. Our alternatives
products fall into three main categories — (1) illiquid
alternatives, (2) liquid alternatives, and (3) currency and
commodities. Illiquid alternatives include offerings in
alternative solutions, private equity, opportunistic and
credit, real estate and infrastructure. Liquid alternatives
include offerings in direct hedge funds and hedge fund
solutions (funds of funds).

In 2022, liquid and illiquid alternatives generated a
combined $14 billion of net inflows, or $28 billion
excluding return of capital/investment of $14 billion. The
largest contributors to return of capital/investment were
opportunistic and credit strategies, private equity
solutions and infrastructure. Net inflows were driven by
opportunistic and credit strategies, infrastructure and
private equity. At year-end, BlackRock had approximately
$34 billion of non-fee paying, unfunded, uninvested
commitments, which are expected to be deployed in future
years; these commitments are not included in AUM or
flows until they are fee-paying. Currency and commodities
saw $7 billion of net outflows, primarily from commodities
ETFs and institutional separate accounts.

BlackRock believes that as alternatives become more
conventional and investors adapt their asset allocation
strategies, investors will further increase their use of
alternative investments to complement core holdings.
BlackRock’s highly diversified alternatives franchise is well
positioned to continue to meet growing demand from both
institutional and retail investors.

Alternatives represented 3% of long-term AUM and 12%
of long-term base fees and securities lending revenue for
2022.

6

7

Component changes in alternatives AUM for 2022 are presented in the table below.

CLIENT REGION

(in millions)

Illiquid alternatives:

Alternative solutions

Private equity and opportunistic:

Private equity solutions

Opportunistic and credit strategies

Long Term Private Capital

Private equity and opportunistic subtotal

Real assets:

Real estate

Infrastructure

Real assets subtotal

Total illiquid alternatives

Liquid alternatives:

Direct hedge fund strategies

Hedge fund solutions

Total Liquid alternatives

Currency and commodities

Total

(1) Return of capital/investment is included in outflows.

December 31,
2021

Net inflows
(outflows)

Market
change

FX
impact

December 31,
2022

Memo:
return of
capital/
investment(1)

Memo:
committed
capital(2)

$

5,980

$

895

$

(88) $ (142)

$

6,645

$

(846)

$ 5,336

19,421

19,313

3,459

42,193

28,737

25,669

54,406

2,148

5,925

844

8,917

766

5,474

6,240

13

(114)

2,317

2,216

28

(1,044)

(82)

(282)

—

(364)

(935)

(551)

(1,016)

(1,486)

21,500

24,842

6,620

52,962

28,596

29,548

58,144

(1,745)

(7,329)

—

7,590

3,670

—

(9,074)

11,260

(1,042)

(2,344)

(3,386)

1,050

15,680

16,730

102,579

16,052

1,112

(1,992)

117,751

(13,306)

33,326

58,655

28,693

87,348

74,954

(1,747)

(3,940)

57

230

(996)

(298)

(1,690)

(3,710)

(1,294)

(7,217)

723

(655)

51,972

28,682

80,654

67,805

—

(343)

(343)

—

—

765

765

—

$ 264,881

$ 7,145

$ (1,875) $ (3,941)

$ 266,210

$ (13,649)

$ 34,091

(2)

Amount represents client assets that are uninvested commitments, which are currently non-fee paying and are not included in AUM. These commitments are expected to generate fees and will
be counted in AUM and flows as the capital is deployed over time.

Illiquid A lternatives

The Company’s illiquid alternatives strategies include the
following:

• Alternative Solutions represents highly customized

portfolios of alternative investments. In 2022,
alternative solutions portfolios had $7 billion in AUM,
and $895 million of net inflows.

• Private Equity and Opportunistic included AUM of
$25 billion in opportunistic and credit offerings,
$22 billion in private equity solutions, and $7 billion in
Long Term Private Capital (“LTPC”). Net inflows of
$9 billion into private equity and opportunistic
strategies included $6 billion of net inflows into
opportunistic and credit offerings, $2 billion of net
inflows into private equity solutions and $844 million
of net inflows into LTPC.

• Real Assets which includes infrastructure and real
estate, totaled $58 billion in AUM, reflecting net
inflows of $6 billion, led by infrastructure.

Liquid Alternatives

The Company’s liquid alternatives products’ net outflows
of $2 billion reflected net outflows from direct hedge fund
strategies. Direct hedge fund strategies includes a variety
of single- and multi-strategy offerings.

In addition, the Company manages $86 billion in liquid
credit strategies which is included in active fixed income.

Currenc y and Commodities

The Company’s currency and commodities products
include a range of active and index products.

Currency and commodities products had $7 billion of net
outflows, primarily driven by ETFs and institutional
separate accounts. ETF commodities products
represented $61 billion of AUM and are not eligible for
performance fees.

Cas h Managem ent

Cash management AUM totaled $671 billion at
December 31, 2022, reflecting $77 billion of net outflows,
primarily due to institutional client redemptions from US
government money market funds. Cash management
products include taxable and tax-exempt money market
funds, short-term investment funds and customized
separate accounts. Portfolios are denominated in US
dollars, Canadian dollars, Australian dollars, Euros, Swiss
Francs, New Zealand dollars or British pounds.

During 2022 BlackRock voluntarily waived a portion of its
management fees on certain money market funds to
ensure that they maintain a minimum level of daily net
investment income. These waivers resulted in a reduction
of management fees of approximately $72 million, which
was partially offset by a reduction of BlackRock’s
distribution and servicing costs paid to financial
intermediaries. These waivers ceased following rate hikes
by the Bank of England and the US Federal Reserve in
March 2022. BlackRock has provided voluntary yield
support waivers in prior periods and may increase or
decrease the level of yield support waivers in future
periods. For more information see Note 2, Significant
Accounting Policies, in the notes to the consolidated
financial statements included in Part II, Item 8 of this
filing.

Our footprints in the Americas, EMEA and Asia-Pacific regions reflect strong relationships with intermediaries and an
established ability to deliver our global investment expertise in funds and other products tailored to local regulations and
requirements.

AUM by product type and client region at December 31, 2022 is presented below.

(in millions)

Equity

Fixed income

Multi-asset

Alternatives

Long-term

Cash management

Total

Americas

EMEA

Asia-Pacific

Total

$ 3,058,433

$ 1,047,542

$ 329,379

$ 4,435,354

1,577,702

488,164

151,603

695,127

153,245

84,900

263,994

2,536,823

43,495

29,707

684,904

266,210

5,275,902

1,980,814

666,575

7,923,291

506,321

156,628

8,245

671,194

$ 5,782,223

$ 2,137,442

$ 674,820

$ 8,594,485

Component changes in AUM by client region for 2022 are presented below.

(in millions)

Americas

EMEA

Asia-Pacific

Total

Americas

December 31,
2021

Net inflows
(outflows)

Market change

FX impact

December 31,
2022

$ 6,645,592

$ 146,546

$

(998,038)

$ (11,877)

$ 5,782,223

2,647,528

717,023

73,795

86,229

(432,922)

(150,959)

2,137,442

(71,027)

(57,405)

674,820

$ 10,010,143

$ 306,570

$ (1,501,987)

$ (220,241)

$ 8,594,485

Americas net inflows of $147 billion were driven by the
funding of several significant outsourcing mandates, and
reflected net inflows into fixed income, multi-asset, equity,
and alternatives of $174 billion, $31 billion, $23 billion, and
$5 billion, respectively. These were partially offset by cash
and advisory net outflows of $77 billion and $9 billion,
respectively. Advisory net outflows of $9 billion were
primarily linked to the successful planned wind-downs of
portfolios managed by our Financial Markets Advisory group
on behalf of the Federal Reserve Bank of NY. Revenue linked
to these assignments is primarily reflected in the “Advisory
and other revenue” line item on the Income Statement.
During the year, BlackRock served clients through offices in
36 states in the US as well as Canada, Mexico, Brazil,
Colombia, Chile and the Dominican Republic.

The Americas represented 67% of total AUM and 65% of
total base fees and securities lending revenue for 2022.

EMEA

EMEA net inflows of $74 billion were driven by fixed
income and alternatives net inflows of $73 billion and
$2 billion, respectively. Offerings include fund families in
the United Kingdom (“UK”), the Netherlands, Luxembourg
and Dublin and ETFs listed on stock exchanges
throughout Europe, as well as separate accounts and
pooled investment products.

EMEA represented 25% of total AUM and 29% of total
base fees and securities lending revenue for 2022.

As ia-Pacific

Asia-Pacific net inflows of $86 billion were primarily due to
equity and fixed income net inflows of $85 billion and
$3 billion, respectively. Clients in the Asia-Pacific region
are served through offices in Japan, Australia, Hong Kong,
Singapore, Taiwan, Korea, China, and India.

Asia-Pacific represented 8% of total AUM and 6% of total
base fees and securities lending revenue for 2022.

INVESTMENT PERFORMANCE

Investment performance across active and index products
as of December 31, 2022 was as follows:

One-year
period

Three-year
period

Five-year
period

Fixed income:

Actively managed AUM above
benchmark or peer median

Taxable

Tax-exempt

57%

31%

83%

41%

89%

44%

Index AUM within or above

applicable tolerance

Equity:

Actively managed AUM above
benchmark or peer median

94%

90%

95%

Fundamental

Systematic

49%

54%

62%

76%

80%

72%

Index AUM within or above

applicable tolerance

97%

98%

98%

Performance Notes. Past performance is not indicative of
future results. Except as specified, the performance
information shown is as of December 31, 2022 and is
based on preliminary data available at that time. The
performance data shown reflects information for all
actively and passively managed equity and fixed income
accounts, including US registered investment companies,
European-domiciled retail funds and separate accounts
for which performance data is available, including
performance data for high net worth accounts available as
of November 30, 2022. The performance data does not
include accounts terminated prior to December 31, 2022
and accounts for which data has not yet been verified. If

8

9

such accounts had been included, the performance data
provided may have substantially differed from that shown.

Performance comparisons shown are gross-of-fees for
institutional and high net worth separate accounts, and
net-of-fees for retail funds. The performance tracking
shown for index accounts is based on gross-of-fees
performance and includes all institutional accounts and
all iShares funds globally using an index strategy. AUM
information is based on AUM available as of December 31,
2022 for each account or fund in the asset class shown
without adjustment for overlapping management of the
same account or fund. Fund performance reflects the
reinvestment of dividends and distributions.

Performance shown is derived from applicable
benchmarks or peer median information, as selected by
BlackRock, Inc. Peer medians are based in part on data
either from Lipper, Inc. or Morningstar, Inc. for each
included product.

TECHNOLOGY SERVICES

BlackRock offers investment management technology
systems, risk management services, wealth management
and digital distribution tools on a fee basis. Aladdin is our
proprietary technology platform, providing an end-to-end,
SaaS solution for investment and risk management for
both BlackRock and a growing number of institutional and
retail investors around the world. BlackRock offers risk
reporting capabilities via Aladdin Risk, as well as
investment accounting capabilities. Aladdin Provider is a
tool used by asset servicers, connecting them to the
platform used by asset managers and owners to add
operational efficiency. In 2019, BlackRock acquired
eFront, a leading end-to-end alternative investment
management software and solutions provider to enable
clients to manage portfolios and risk across public and
private asset classes on a single platform. eFront is offered
to clients both as a standalone offering and as part of an
integrated “Whole Portfolio View” solution that provides
transparency across clients’ public and private assets.
Building on eFront’s industry-leading tools for private
asset classes, Aladdin was an early mover to provide data
transparency and analytics across public and private
assets with over forty clients using the Whole Portfolio
View capabilities. Through our Cachematrix platform,
BlackRock is also a leading provider of financial
technology which simplifies the cash management
process for banks and their corporate clients in a
streamlined, open-architecture platform.

BlackRock offers a number of wealth management
technology tools offering personalized digital advice,
portfolio construction capabilities and risk analytics for
retail distributors. These tools include Aladdin Wealth,
which provides wealth management firms and their
financial professionals with institutional-quality business
management, portfolio construction, modeling and risk
analytics capabilities.

At year-end, BlackRock technology services clients
included banks, insurance companies, official institutions,
pension funds, asset managers, asset servicers, retail
distributors and other investors across North America,
South America, Europe, the Middle East, Asia, Africa and
Australia.

Technology services revenue of $1.4 billion was up
6% year-over-year, and annual contract value (“ACV”)
increased 8% year-over-year. ACV growth was driven by
record net sales of Aladdin in 2022, with about half of new
client mandates spanning multiple Aladdin products.
Aladdin assignments are typically long-term contracts
that provide recurring revenue. At the end of any period,
BlackRock generally has recurring revenue contracts in
place for a large portion of total annual revenue.
BlackRock measures the fees related to these agreements
and refers to this as ACV. For further information on ACV,
see Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations — Non-GAAP
Financial Measures.

Aladdin, which represented the majority of technology
services revenue for the year, continues to benefit from
trends favoring global platform consolidation and multi-
asset risk solutions across public and private markets.
Approximately 25% of Aladdin’s revenue was
denominated in non-US currencies. In addition, while
Aladdin is a multi-asset system, the majority of positions
managed on the platform are fixed income. 2022
technology services revenue growth reflected headwinds
associated with the foreign exchange impact on Aladdin’s
non-dollar revenue and bond market declines on Aladdin’s
fixed income platform assets.

BlackRock is focused on enhancing Aladdin, with
continued investment into areas such as whole portfolio,
private markets, wealth and sustainable investing
solutions. BlackRock continues to evolve and enable
clients to further simplify their operating infrastructure
with Aladdin. Clients increasingly want to tailor how they
use Aladdin to meet their specific needs, and BlackRock is
providing them with choice and flexibility. BlackRock is
creating connectivity with ecosystem providers and third-
party technology solutions, which include asset servicers,
cloud providers, digital asset platforms, trading systems
and others, who can work with clients in their Aladdin
environments to provide a more customized and seamless
end-to-end experience.

BlackRock is also investing to scale Aladdin for its next leg
of growth through the substantially complete migration of
Aladdin from BlackRock-hosted data centers to the cloud.
This is expected to bring enhanced capabilities to
BlackRock and its Aladdin clients, accelerating innovation
and supporting greater computing scale and flexibility for
clients. Through this migration as well as BlackRock’s
partnership with Snowflake, an industry leader in cloud
enabled data technology, BlackRock is building Aladdin
Data Cloud, a next generation solution that brings Aladdin
and non-Aladdin data together, so clients can nimbly
access and use data across their organization, unlocking
their full potential for collaboration, creativity, and
innovation.

In addition, BlackRock has made minority investments in
the financial technology and digital distribution
companies Human Interest, Circle, Envestnet, Scalable
Capital, iCapital, Acorns and Clarity AI. BlackRock records
its share of income related to minority investments
accounted for under the equity method in other revenue
and records gains and losses related to changes in value
of other minority investments in nonoperating income
(expense).

SECURITIES LENDING

COMPETITION

Securities lending is managed by a dedicated team,
supported by quantitative analysis, proprietary technology
and disciplined risk management. BlackRock receives
both cash (primarily for US domiciled portfolios) and
noncash collateral under securities lending arrangements.
The cash management team invests the cash received as
collateral for securities on loan in other portfolios. Fees for
securities lending for US domiciled portfolios can be
structured as a share of earnings, or as a management fee
based on a percentage of the value of the cash collateral
or both. The value of the securities on loan and the
revenue earned are captured in the corresponding asset
class being managed. The value of the collateral is not
included in AUM.

Outstanding loan balances ended the year at
approximately $355 billion, down from $389 billion at
year-end 2021. Lower demand for general collateral
securities resulted in lower balances compared to 2021.
Intrinsic lending spreads were higher, while cash
reinvestment spreads remained lower as cash yields
continued to compress slightly.

BlackRock employs a conservative investment style for
cash and securities lending collateral that emphasizes
quality, liquidity, and interest rate risk management.
Disciplined risk management, including a rigorous credit
surveillance process, is an integral part of the investment
process. BlackRock’s Cash Management Credit
Committee has established risk limits, such as aggregate
issuer exposure limits and maturity limits, across many of
the products BlackRock manages, including over all of its
cash management products. In the ordinary course of our
business, there may be instances when a portfolio may
exceed an internal risk limit or when an internal risk limit
may be changed. No such instances, individually or in the
aggregate, have been material to the Company. To the
extent that daily evaluation and reporting of the profile of
the portfolios identify that a limit has been exceeded, the
relevant portfolio will be adjusted. To the extent a portfolio
manager would like to obtain a temporary waiver of a risk
limit, the portfolio manager must obtain approval from the
credit research team, which is independent from the cash
management portfolio managers. While a risk limit may be
waived temporarily, such waivers are infrequent.

RISK AND QUANTITATIVE A NALYSIS

Across all asset classes, in addition to the efforts of the
portfolio management teams, the Risk and Quantitative
Analysis (“RQA”) group at BlackRock draws on extensive
analytical systems and proprietary and third-party data to
identify, measure and manage a wide range of risks. RQA
provides risk management advice and independent risk
oversight of the investment management processes,
identifies and helps manage counterparty and enterprise
risks, coordinates standards for firm wide investment
performance measurement and determines risk
management-related analytical and information
requirements. Where appropriate, RQA will work with
portfolio managers and developers to facilitate the
development or improvement of risk models and analytics.

BlackRock competes with investment management firms,
mutual fund complexes, insurance companies, banks,
brokerage firms, financial technology providers and other
financial institutions that offer products that are similar
to, or alternatives to, those offered by BlackRock. In order
to grow its business, BlackRock must be able to compete
effectively for AUM. Key competitive factors include
investment performance track records, the efficient
delivery of beta for index products, investment style and
discipline, price, client service and brand name
recognition. Historically, the Company has competed
principally on the basis of its long-term investment
performance track record, its investment process, its risk
management and analytic capabilities and the quality of
its client service.

HUMAN CAPITAL

With approximately 19,800 employees in more than 30
countries, as of December 31, 2022, BlackRock provides a
broad range of investment and technology services to
institutional and retail clients in more than 100 countries
across the globe. As an asset manager, BlackRock’s long-
term success depends on its people and how it manages
its workforce.

Culture and Principles

BlackRock believes that maintaining a strong corporate
culture is an important component of its human capital
management practices and critical to the firm’s long-term
success. BlackRock’s culture is underpinned by five core
principles that unify its workforce and guide how it
interacts with its employees, its clients, the communities
in which it operates and its other stakeholders: (1) We are
a fiduciary to our clients; (2) We are One BlackRock; (3) We
are passionate about performance; (4) We take emotional
ownership; and (5) We are committed to a better future.

Diversity, Equity and Inc lusion (“DEI”)

BlackRock believes a diverse workforce and an equitable
and inclusive work environment are key factors in
achieving better outcomes across all levels of its business.
BlackRock has made a long-term commitment to
cultivating diversity, equity and inclusion in its workforce
and leadership team through its hiring, retention,
promotion and development practices. As part of this
long-term commitment, BlackRock has instituted a multi-
year DEI strategy that it believes is actionable, measurable
and designed to apply across the many countries in which
the firm operates. The Company has aligned its DEI
strategy with the firm’s business priorities and long-term
objectives. BlackRock’s DEI strategy centers on talent and
culture, responding to the needs of our clients, and policy
and social impact in the communities in which we operate.

To advance its DEI strategy, BlackRock strives to:

• Expand partnerships with external organizations and

develop strategies to increase the diversity of
applicant pools;

• Strengthen talent acquisition and management

processes in an effort to eliminate bias; and

10

11

• Implement leadership development, networking,

sponsorship and coaching initiatives to engage and
develop underrepresented talent.

Another focus of BlackRock’s DEI strategy is to foster an
inclusive, equitable work environment in which employees
feel connected to BlackRock’s culture and supported in
pursuit of their professional goals. To this end, BlackRock
has committed to raising employee awareness of racial
equity issues and setting high behavioral expectations for
employees, as well as to holding firm leaders and
managers accountable for continued progress toward the
firm’s goals.

BlackRock views transparency and accountability as a
critical part of its DEI strategy, including as a means to
inform, measure and improve its human capital
management practices. To that end, since 2020, the firm
has published annual SASB-aligned disclosure and EEO-1
reports, and in 2022, the firm published its inaugural
Global DEI Annual Report, each of which include
information regarding workforce diversity. During 2020,
BlackRock also set goals for increasing the overall
workplace representation of US Black and Latinx
employees and growing the number of senior women
globally and US Black and Latinx leaders at the Director
level and above. As of January 1, 2023, of the Company’s
employees who self-identified their gender status,
approximately 44% of the Company’s global workforce,
32% of global senior leaders (Directors or above) and 47%
of global new hires, were women. Additionally, as of
January 1, 2023, of the Company’s US employees who
self-identified their race/ethnicity status, approximately
8% of employees, 4% of senior leaders and 12% of new
hires identified as Black or African American, 8% of
employees, 4% of senior leaders and 10% of new hires
identified as Latinx, and 27% of employees, 20% of senior
leaders and 33% of new hires identified as Asian. Further,
of the Company’s approximately 19,800 employees as of
December 31, 2022, 47% were based in the Americas,
31% were based in EMEA and 22% were based in Asia-
Pacific regions.

Board Oversight of Human Capital
Management

BlackRock’s Board of Directors (the “Board”) plays an
important role in the oversight of human capital
management and devotes one Board meeting annually to
an in-depth review of BlackRock’s culture, talent
development, retention and recruiting initiatives, DEI
strategy, leadership and succession planning and
employee feedback. Moreover, the Board’s Management
Development and Compensation Committee (“MDCC”)
periodically reviews the progress made toward the firm’s
DEI goals and other human capital management
objectives. This progress is considered in compensation
outcomes, including individual compensation outcomes
for executive officers, that are approved by the MDCC.

Succession planning for BlackRock’s Chief Executive
Officer and other senior executives is a key part of the
Board’s annual review of human capital management
issues. As part of this review, the Board focuses on
whether BlackRock has the right people in place to
execute the Company’s long-term strategic plans, and on
BlackRock’s ability to identify, attract, develop, promote
and retain future senior executives. An important element
of the succession planning across the organization is a

commitment to building leadership from within and
increasing diversity in leadership roles.

Employee Engagement

BlackRock values continuous dialogue with its employees
to better understand their experiences at the firm and
assess the efficacy of its human capital management
practices. The Company uses several employee
engagement mechanisms, including: (1) employee
opinion pulse surveys; (2) interactive events and
communications; and (3) the sponsorship of employee
networks. The employee opinion pulse surveys, which
BlackRock conducts multiple times per year, provide the
Company with actionable feedback for its teams and for
the Company as a whole. Additionally, BlackRock uses
ongoing lifecycle surveys to collect feedback on various
areas of employee focus. BlackRock works to keep
employees informed and engaged through a regular
cadence of communications and events, including weekly
newsletters, global and local townhalls and messages
from leaders with timely business and organizational
updates and culture-building opportunities. BlackRock’s
employee networks also provide additional forums and
opportunities for employees with a diverse range of
backgrounds, experiences and perspectives to connect
with one another and enhance the firm’s culture. Open to
all, the networks are designed by employees, for
employees, are sponsored by senior leaders and
strengthen the One BlackRock community.

Compensation, Wellness and Benefits

BlackRock is committed to responsible business practices
and believes that investing in the physical, emotional,
mental and financial well-being of its employees is a
critical component of the firm’s human capital
management strategy. To that end, the Company designs
its compensation and benefits practices to: (1) attract,
retain and motivate talented employees; (2) align
employee incentives and risk-taking with that of the firm
and the interests of its clients; and (3) support employees
across many aspects of their lives. The Company has a
strong pay-for-performance culture and an annual
compensation process that takes into consideration
firmwide results, individual business results and employee
performance, as well as market benchmarks. BlackRock
also offers a wide range of benefits that it regularly reviews
in accordance with leading best practices and the local
requirements of its offices, including, where applicable,
retirement savings plans, a Flexible Time Off (“FTO”) policy
and flexible working arrangements, and parental leave and
family support benefits, including fertility benefits,
adoption and surrogacy assistance, and backup elder and
childcare benefits. The Company provides comprehensive
healthcare and mental-health benefits to eligible
employees, including medical, dental and vision coverage,
health savings and spending accounts, counseling
services, an employee assistance program and access to
telemedicine services, where available.

BlackRock prioritizes protecting the rights of its workforce
and the equitable treatment of its employees. The
Company has implemented policies related to harassment
prevention and compliance with equal employment
opportunity and overtime regulations. BlackRock is also
committed to providing a safe and healthy work
environment for its workforce. To do this, it designs global

programs, including environmental and occupational
health and safety programs, to meet or exceed local
requirements. Moreover, BlackRock encourages all of its
employees to raise issues of concern and assures
employees that they may do so without fear of retaliation.

As the COVID-19 pandemic highlighted the importance of
keeping employees safe and healthy, BlackRock continues
to communicate about the telemedicine and digital health
resources it has available, including mental, emotional
and physical health offerings. For example, the Company
offers several benefits to support mental health, including
a Mental Health Ambassador program that is comprised
of global volunteers across office locations who act as
allies for firmwide mental health awareness and direct
interested colleagues to mental health resources.

Tr aining, Innov at ion and Dev elopm ent

BlackRock is committed to innovation, learning and
reinvention in all areas of its business and believes that
developing the capabilities of its employees is integral to
delivering long-term value. To that end, the Company’s
human capital management practices are designed to
provide opportunities for employees to learn, innovate and
enhance their skillsets at every stage of their career. One
example is the BlackRock Academies, the firm’s online
suite of interactive resources and courses, which enable
employees to build skills in specific facets of BlackRock’s
business and purpose. The Company believes these
opportunities play an important role in engaging
BlackRock’s employees.

In addition, BlackRock believes that a critical driver of its
future success is its ability to grow strong leaders and
people managers. The Company invests in leadership
development programs designed to foster career growth.
For leadership development, select employees are invited
to participate in programs that include executive
coaching, in-person and virtual learning and senior
management sponsorship. Further, BlackRock provides
training and makes coaching available to people
managers to assist in building foundational skills.

REGULATION

Virtually all aspects of BlackRock’s business are subject to
various laws and regulations around the world, some of
which are summarized below. These laws and regulations
are primarily intended to protect investment advisory
clients, investors in registered and unregistered
investment companies, and trust and other fiduciary
clients of BlackRock Institutional Trust Company, N.A.
(“BTC”). Under these laws and regulations, agencies that
regulate investment advisers, investment funds and trust
banks and other individuals and entities have broad
administrative powers, including the power to limit, restrict
or prohibit the regulated entity or person from carrying on
business if it fails to comply with such laws and
regulations. Possible sanctions for significant compliance
failures include the suspension of individual employees,
limitations on engaging in certain lines of business for
specified periods of time, revocation of investment adviser
and other registrations or bank charters, censures and
fines both for individuals and BlackRock. The rules
governing the regulation of financial institutions and their
holding companies and subsidiaries are very detailed and

technical. Accordingly, the discussion below is general in
nature, does not purport to be complete and is current
only as of the date of this report.

BlackRock’s business may be impacted by numerous
regulatory reform initiatives occurring around the world.
Any such initiative, or any new laws or regulations or
changes to, or in the enforcement of, existing laws or
regulations, could materially and adversely impact the
scope or profitability of BlackRock’s business activities,
lead to business disruptions, require BlackRock to alter its
business or operating activities and expose BlackRock to
additional costs (including compliance and legal costs) as
well as reputational harm. BlackRock’s profitability also
could be materially and adversely affected by modification
of the rules and regulations that impact the business and
financial communities in general, including changes to
the laws governing banking, securities, taxation, antitrust
regulation and electronic commerce.

GLOBAL REGULATORY REFORM

Policymaking workstreams focused on the financial
services sector led by global standard setters, such as the
Financial Stability Board (“FSB”), International
Organization of Securities Commissions (“IOSCO”) and
Bank for International Settlements, may lead to or inform
new regulations in multiple jurisdictions in which
BlackRock operates. Most recently, such workstreams have
focused on areas such as products and activities of non-
bank financial institutions, money market funds (“MMFs”),
open-ended funds (“OEFs”), central counterparty margin
practices and enhanced ESG disclosures.

Macroprudential Policies for As s et Managers

Concerns about liquidity and leverage risks in the asset
management industry and wider market-based finance
sector have been heightened since the COVID-19
pandemic and reinforced by the recent Liquidity Driven
Investment events in the UK. Such events have prompted
a broad review of existing regulations globally, including
an assessment of the adequacy of certain structural
market components in mitigating risks by the FSB, IOSCO,
the US Securities and Exchange Commission (the “SEC”)
and the Financial Stability Oversight Council (“FSOC”). In
November 2022, the SEC proposed, among other things,
amendments to the rules governing OEF liquidity risk
management and swing pricing. The European Union
(“EU”) has also proposed reforms to increase the
availability of liquidity management tools to OEFs,
enhance reporting on the use of liquidity management
tools by OEFs to national regulators and allow such
regulators to require OEF managers to activate liquidity
management tools in extreme market conditions. If any of
these regulatory or policy actions result in broad
application of macroprudential tools to OEFs or require
BlackRock to make changes to structural features of
certain OEFs, it could limit BlackRock’s ability to offer
products to certain clients and/or result in clients altering
their investment strategies or allocations in a manner that
is adverse to BlackRock.

Global MMF Reforms

Following the market events of March 2020, US, EU and
UK authorities initiated a review of existing regulatory

12

13

frameworks with the aim of improving the resilience of
MMFs in market downturns. The ongoing review of the EU
Money Market Fund Regulation could result in significant
changes to the rules around liquidity and how some MMFs
price shares. The UK may materially depart from the EU
approach as the UK develops its own legal and regulatory
framework for MMFs domiciled or marketed in the UK. In
the US, the SEC proposed changes to Rule 2a-7, the
primary rule under the Investment Company Act of 1940
governing MMFs, including changes to required liquidity
levels and certain operational aspects of such funds, and
changes in pricing under certain circumstances. Such
regulatory reforms, if adopted, could significantly and
adversely impact certain of BlackRock’s MMF products.

ESG and Sus t ainability

ESG and sustainability have been the subject of increased
regulatory focus across jurisdictions. Globally, the
International Sustainability Standards Board and the
development of its disclosure standards may inform
national regulators’ approaches on these topics. In the US,
the SEC has proposed a series of rules that would require,
among other things: (1) corporate issuers to make
substantial climate-related disclosures in their periodic
reports, including with respect to governance, risk
management, business strategy, financial statement
metrics and greenhouse gas (“GHG”) emissions and
(2) enhanced ESG disclosures by investment companies
and investment advisers in fund and adviser filings,
including disclosures regarding ESG strategies and how
ESG factors are considered, and GHG emissions
disclosure by certain environmentally focused funds. The
SEC also announced plans to propose rules to require
enhanced disclosure regarding human capital
management and board diversity for public issuers. It has
also increased its scrutiny of disclosure and compliance
issues relating to investment advisers’ and funds’ ESG
strategies, policies and procedures. In addition, the US
Department of Labor (the “DOL”) recently issued final
rules clarifying that Employee Retirement Income Security
Act of 1974, as amended (“ERISA”) plan fiduciaries can,
but are not required to, consider the economic effects of
ESG factors for purposes of investing ERISA plan assets
and exercising voting rights with respect to plan
investments. Some US states and/or state officials have
adopted or proposed legislation or otherwise have taken
official positions restricting or prohibiting state
government entities from doing certain business with
entities identified by the state as “boycotting” or
“discriminating” against particular industries or
considering ESG factors in their investment processes and
proxy voting. Other states and localities may adopt similar
legislation or other ESG-related laws and positions.

The EU has enacted numerous regulations on ESG and
sustainability, including to require sustainability-related
disclosure by financial market participants; require the
integration of sustainability considerations into the
investment and risk management processes of asset
managers and other institutional investors; and make the
advice and financial product distribution process more
receptive to end-investor sustainability preferences.
Further rules are expected to come into force in 2023 and
beyond. In addition, requirements for asset managers to
report against an EU-wide taxonomy of environmentally
sustainable activities took effect in 2022, with a further

phase expected in 2023, and new proposed regulation to
enhance sustainability reporting for EU-based corporate
issuers is expected to take effect in 2024. BlackRock’s EU
asset management companies and investment firms will
be required to publish granular disclosures relating to the
ESG characteristics of their funds and portfolios starting
in 2023. The EU also proposed a draft directive in 2022
that would apply new supply chain due diligence
obligations pertaining to sustainability to a wide group of
global companies. Furthermore, the EU released a
consultation on ESG and sustainability factors in credit
ratings. The EU and the UK Financial Conduct Authority
(“FCA”) are developing guidelines for the use of ESG or
sustainability related terms in fund names, focused on
specifying a minimum threshold of assets meeting ESG or
sustainable criteria for such funds.

Within the UK, the government has mandated climate-
related risk reporting based on the Task Force on Climate-
Related Financial Disclosures (“TCFD”) framework at UK
firm and product level with first disclosures due in 2023.
In addition, the FCA has proposed UK-specific
sustainability regulations, including a sustainable product
classification system for funds, which are expected to
come into force on a staggered basis from 2023 through
2025.

In Asia, policymakers in Singapore, Hong Kong and Japan
issued or proposed sustainability-related regulations. For
instance, requirements for asset managers to integrate
climate risk considerations in investment and risk
management processes, together with relevant disclosure
obligations, became effective in Hong Kong and
Singapore in 2022. ESG fund naming and related
disclosure rules became effective in Hong Kong in 2022
and in Singapore in January 2023. Further, Singapore and
Japan announced enhanced sustainability reporting
requirements for corporate issuers. In 2022, Japan
finalized its voluntary code of conduct for ESG data and
ratings providers. Meanwhile, Australia’s securities
regulator issued information on “greenwashing”, and the
Australian government is seeking input on the design and
implementation of a climate-related financial disclosure
regime.

Taxation

BlackRock’s businesses may be directly or indirectly
affected by tax legislation and regulation, or the
modification of existing tax laws, by US or non-US tax
authorities. In the US, the Inflation Reduction Act of 2022
(“IRA”) introduced new provisions including a corporate
book minimum tax and an excise tax on net stock
repurchases. BlackRock does not expect the IRA to have a
material impact on its consolidated financial statements.
In addition, legislation at both the US federal and state
level has been previously proposed to enact a financial
transaction tax (“FTT”) on stocks, bonds and a broad range
of financial instruments and derivative transactions. In the
EU, certain Member States have also enacted similar FTTs
and the European Commission (“EC”) has proposed
legislation to harmonize these taxes and provide for the
adoption of EU-level legislation applicable to some (but
not all) EU Member States. If enacted as proposed, FTTs
could have an adverse effect on BlackRock’s financial
results and clients’ performance results.

The Organisation for Economic Cooperation and
Development (“OECD”) has proposed certain international
tax reforms, which, among other things, would (1) shift
taxing rights to the jurisdiction of the consumer and
(2) establish a global minimum tax for multinational
companies of 15%. In December 2022, EU member states
agreed to adopt the OECD’s minimum tax rules, which are
expected to begin going into effect in 2024. Several other
countries, including the UK, are also considering changes
to their tax law to implement the OECD’s minimum tax
proposal. As a result of these developments, the tax laws of
certain countries in which we do business could change,
and any such changes could increase our tax liabilities.

The application of tax regulations involves numerous
uncertainties and, in the normal course of business, US
and non-US tax authorities may review and challenge tax
positions adopted by BlackRock. These challenges may
result in adjustments to, or impact the timing or amount
of, taxable income, deductions or other tax allocations,
which may adversely affect BlackRock’s effective tax rate
and overall financial condition. Similarly, the Company
manages assets in products and accounts that have
investment objectives which may conform to tax positions
adopted by BlackRock or to specific tax rules. To the extent
there are changes in tax law or policy, or regulatory
challenges to tax positions adopted by BlackRock, the
value or attractiveness of such investments may be
diminished and BlackRock may suffer financial or
reputational harm.

LIBOR Trans ition

The global transition away from the London Interbank
Offered Rate (“LIBOR”) continues to progress. Tenors of
non-USD LIBOR ceased to be published at the end of
2021 while publication of most USD LIBOR settings is
expected to continue through June 2023. In March 2022,
the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”)
was signed into law, establishing a framework for the
replacement of LIBOR as a benchmark in US law contracts
that reference certain tenors of USD LIBOR and do not
provide for a clearly defined and practicable benchmark
replacement rate following the cessation of publication. In
July 2022, the Federal Reserve Board solicited public
comment on proposed LIBOR transition regulations
implementing the LIBOR Act. Other global regulatory
authorities such as the FCA have issued consultations
regarding the wind-down of LIBOR. If such proposals are
not finalized, parties to unremediated contracts, and the
markets more generally, face the potential for uncertainty,
disputes, litigation and market disruption.

Regulation of Exchange-Traded Funds

As part of a focus on financial stability issues and due to
the significant growth of this product class over the last
few years, regulators globally are examining the
implications of an increased presence of ETFs in the
markets, including those related to transparency, liquidity
and structural resiliency. Depending on the outcome of
this renewed regulatory analysis, or any associated
structural reforms, ETF products may become subject to
increased regulatory scrutiny or restrictions, which may
require BlackRock to incur additional compliance and
reporting expenses and adversely affect the Company’s
business.

Regulation of Swaps and Derivatives

Jurisdictions outside the US in which BlackRock operates
have adopted and implemented, or are in the process of
considering, adopting or implementing, more pervasive
regulation of many elements of the financial services
industry, which could further impact BlackRock and the
broader markets. For example, various global rules and
regulations applicable to the use of financial products by
funds, accounts and counterparties that have been
adopted or proposed will require BlackRock to build and
implement new compliance monitoring procedures to
address the enhanced level of oversight to which it and its
clients will be subject. These rules impose requirements
such as mandatory central clearing of certain swaps
transactions, requiring execution of certain swaps
transactions on or through registered electronic trading
venues (as opposed to over the phone or other execution
methods), reporting transactions to central data
repositories, mandating certain documentation standards,
requiring the posting and collection of initial and/or
variation margin for bilateral swap transactions and
subjecting certain types of listed and/or over-the-counter
transactions to position limit or position reporting
requirements.

In the US, certain interest rate swaps and certain index
credit default swaps are subject to central clearing and
trading venue execution requirements under the Dodd-
Frank Wall Street Reform and Consumer Protection Act of
2010 (“Dodd-Frank”), with additional products and asset
classes potentially becoming subject to these
requirements in the future. In the EU, central clearing and
trading venue requirements for certain swap transactions
have become effective for certain types of BlackRock
funds and accounts. Further, most derivatives
transactions that are not centrally cleared, including non-
deliverable foreign exchange forward transactions and
currency option transactions, are subject to requirements
in the US, EU and numerous other jurisdictions to post or
collect mark-to-market margin payments. For certain
BlackRock funds and accounts, initial margin
requirements may apply in the future in addition to such
mark-to-market margin payments. These rules and
regulations have the potential to increase the complexity
and cost of trading non-cleared derivatives for
BlackRock’s clients, and may produce regulatory
inconsistencies in global derivatives trading rules and
increase BlackRock’s operational and legal risks.

US REGULATORY REFORM

Antitrust Rules and Guidance

In 2020, the Federal Trade Commission (“FTC”) proposed
certain changes to rules enacted under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 (“HSR”) that
require parties to certain transactions to provide the FTC
and the Antitrust Division of the Department of Justice
(the “DOJ”) prior notice and observe a waiting period
before consummation of such transactions. The proposals
would: (1) require that investors aggregate holdings in an
issuer across all associated funds when assessing HSR
filing and exemption thresholds and (2) create a new
exemption for acquisitions resulting in aggregate
holdings of up to 10% of an issuer, which would be
unavailable to investors holding interests of more than
1% in competing firms. If enacted as drafted, the

14

15

proposed aggregation requirement could, absent
applicable exemptions, substantially increase BlackRock’s
pre-merger notification obligations, which may be costly,
impair funds’ ability to trade freely creating significant
tracking error and cash drag for index funds and
opportunity costs for actively managed funds, require
implementation of monitoring tools and introduce
additional compliance burdens for both BlackRock and
the companies in which it invests. In instances where filing
a pre-merger notification is not practicable, the proposed
changes may serve to limit the size of BlackRock’s
aggregate position in certain issuers if BlackRock is
unable to satisfy the revised regulatory requirements. In
2021, the FTC voted to withdraw its approval of the
Vertical Merger Guidelines, previously issued jointly with
the DOJ. In 2022 the FTC and DOJ jointly released a
request for public comment on modernizing the agencies’
approach to the merger guidelines, including whether to
dispense with the guidelines’ traditional distinction
between the treatment of horizontal and vertical mergers.
Such changes could have an effect on the ability of the
Company to expand its services through strategic
investments or acquisitions.

SEC Rulemakings for US Registered Funds and
Investment Advisers

The SEC has engaged in various initiatives and reviews
that seek to improve and modernize the regulatory
structure governing the asset management industry and
registered investment companies. For example, in October
2022, the SEC adopted rules requiring certain funds to
provide tailored fund shareholder reports and proposed
amendments expanding the scope of the application of
the rule governing fund names, including to, among other
things, fund names that include ESG or similar terms.

Systemically Important Financ ial Ins titution
(“SIFI”) Review

The FSOC has the authority to designate nonbank
financial institutions as SIFIs in the US under Dodd-Frank.
In July 2014, the FSOC pivoted from an entity-specific
approach and indicated that it would focus on a products
and activities-based approach to designation in
connection with addressing potential risks in the financial
system related to asset management, which was re-
affirmed in December 2019 guidance. However, recent
public reports and statements by FSOC members have
suggested a willingness to support a repeal or amendment
to certain parts of the 2019 guidance to provide the FSOC
more flexibility to designate nonbank financial institutions
as SIFIs. If BlackRock is designated as a SIFI, it could
become subject to enhanced regulatory requirements and
direct supervision by the Federal Reserve.

Regulation of Swaps and Derivatives

The SEC, Federal Reserve, the Internal Revenue Service
and the Commodity Futures Trading Commission (“CFTC”)
each continue to review practices and regulations relating
to the use of futures, swaps and other derivatives. Such
reviews could result in regulations that restrict or limit the
use of such products by funds or accounts. If adopted, any
such limitations or restrictions could require BlackRock to
change certain business practices or implement new
compliance processes, which could result in additional
costs and/or restrictions.

In October 2020, the SEC adopted regulations governing
the use of derivatives by registered investment companies
(“RICs”), including mutual funds (other than MMFs), ETFs
and closed-end funds, as well as business development
companies. RICs were required to implement and comply
with this rule beginning in 2022. The rule, among other
things, imposes limits on the amount of derivatives
transactions a RIC can enter into, eliminates the asset
segregation compliance framework and introduces new
compliance requirements for funds, including the
establishment of comprehensive risk management
programs. The rule may impact certain RICs’ usage of
derivatives and investment strategy.

In December 2021, the SEC proposed rules in connection
with security-based swaps (“SBS”) transactions to require
public reporting of large SBS positions. These rules, if
adopted as proposed, may affect the types of transactions
BlackRock may choose to execute in SBS or other SBS-
related assets, introduce or increase costs relating to such
transactions, and impact the liquidity in the SBS markets
in which BlackRock transacts.

SEC Proposed Rules on Private Fund Advisers

During 2022, the SEC proposed new rules and
amendments to enhance regulation of private fund
advisors. These include a series of proposed amendments
to Form PF for registered investment advisers that: (1) add
new required disclosures, (2) require advisers to file
reports within one business day for certain significant
events, (3) lower the threshold for large private equity
adviser reporting, (4) increase reporting obligations on
large liquidity fund advisers, and (5) enhance reporting on
basic information about advisers and the funds they
advise. The SEC proposed additional rules that would,
among other things, require registered private fund
advisers to: (1) provide quarterly reports to investors of
fund performance, fees and expenses, (2) obtain an
annual audit for each fund and (3) distribute to investors a
fairness opinion and summary of certain material
business relationships with the opinion provider in
connection with an adviser-led secondary transaction. The
proposed rules would also prohibit private fund advisers
from engaging in certain activities and practices deemed
to be contrary to the public interest and investor
protection, providing certain types of preferential terms for
selected investors and providing any other forms of
preferential treatment unless disclosed. These rules and
amendments, if adopted as proposed, could significantly
increase BlackRock’s reporting, disclosure and
compliance obligations and create operational complexity
for BlackRock’s alternatives products.

SEC Rule 15c2 -1 1

SEC Rule 15c2-11 governs the submission of quotes into
quotation systems by broker-dealers and has historically
been applied to the over-the-counter (“OTC”) equity
markets. However, the SEC has stated that it intends to
apply the rule to fixed income securities. While SEC staff
issued additional no-action relief in November 2022
delaying implementation of the rule to segments of the
fixed income markets until 2025, full implementation may
disrupt primary and secondary market liquidity.

Proposed Rules on Regulation A TS

In January 2022, the SEC proposed amendments to
Regulation ATS. The proposed rules would expand the
types of systems that could fall within the definition of
“exchange” and extend Regulation ATS and Regulation
Systems Compliance and Integrity to systems involving
US government securities trading. If enacted as proposed,
these rules may impact certain functionality and tools
offered by Aladdin, which may increase compliance costs
for BlackRock.

Proposed US Treasury Clearing Mandate

In September 2022, the SEC proposed rules that would
mandate central clearing of certain US Treasury
transactions. If enacted as proposed, the rules would
require many market participants, including a large
number of BlackRock funds and accounts, to clear cash
Treasury securities transactions and Treasury repurchase
transactions through a clearing agency registered with the
SEC, which could result in increased transaction costs for
our clients.

INTERNATIONAL REGULATORY REFORM

EU Market Access and Outsourcing

The EU legislature continues to consider proposals
amending both the Alternative Investment Fund
Managers Directive (“AIFMD”) and Directive on
Undertakings for Collective Investment in Transferable
Securities fund frameworks. The proposed changes
remain broadly consistent with the current regulatory
framework but with increased notification requirements to
national regulators and the European Securities and
Markets Authority (“ESMA”), enhanced liquidity
management requirements and new requirements for loan
originating funds. There is also a proposal to require
notification for instances of significant delegation of
portfolio management or risk management functions to
entities located outside the EU. ESMA would then be
required to present market analysis and supervisory peer
review every two years to the European Parliament (“EP”).
These proposals and any further regulatory actions could
impact delegated activities, increase compliance costs
and impact products and services offered to EU clients.

Revised Capital Requirements for Investment
Fir m s

In June 2021, the Directive and Regulation on prudential
requirements for investment firms in scope of the EU
Markets in Financial Instruments Directive for investment
firms proposed by the EC came into effect, resulting in
changes to regulatory capital and liquidity requirements in
the EU, changes to the method of calculating such capital
and liquidity, and revised disclosure obligations for large
investment firms. The UK has also adopted comparable
rules under the Investment Firms Prudential Regime
(“IFPR”), which have applied to UK-based investment firms
from January 2022. Changes to the supervisory approach
to assessing the risk of harm posed by BlackRock’s
operations or asset management activities more broadly
could increase the amount of regulatory capital and
liquidity required to be held in the future, and the new
rules impose other prudential requirements.

Enhanced Regulat or y Scr ut iny of Technology
Service Providers to Financ ial Services Firms

The EU’s Digital Operational Resilience Act (“DORA”),
which focuses on direct regulation of providers and users
of technology and data services, entered into force in
January 2023, with the requirements expected to become
applicable in January 2025. DORA will, among other
things: (1) introduce additional governance, risk
management, incident reporting, resilience testing and
information sharing requirements to several of
BlackRock’s European entities and certain Aladdin clients;
and (2) subject Aladdin to broad additional oversight. In
parallel with DORA, the UK has signaled its intention to
provide His Majesty’s Treasury powers to designate
certain third parties to the financial sector as “critical” and
subject them to oversight by UK regulators. This regime is
expected to build on existing UK requirements regarding
firms’ operational resilience and use of technology.

EU Central Securities Depos itory Regulation

Aspects of the settlement discipline regime introduced by
the Central Securities Depository Regulation came into
effect in February 2022. These include rules for trade
allocation and confirmation processing, along with cash
penalties for failed transactions. However, the mandatory
buy-in regime is delayed to June 2025. Implementation of
the regime required new operational mechanisms to
facilitate compliance, which may increase required
resources and cost.

UK Review of Retained EU Law

Under the Financial Services and Markets Bill (the “FSM
Bill”) introduced in July 2022, retained EU law relating to
financial services and markets will be revoked and UK
financial regulators will be delegated substantial
rulemaking powers to amend and restate such retained
laws. Several UK regimes are currently subject to
regulatory changes as the UK considers changes to
retained EU rules following the UK’s exit from the EU,
including the Wholesale Markets Review of MiFID II (as
defined below) and Markets in Financial Instruments
Regulation (“MiFIR”) frameworks, consumer disclosures,
and the regime for non-UK-based funds that are
recognized for sale into the UK, which is also currently
under government review.

UK Ov er s eas Fund Regim e

The Overseas Fund Regime (“OFR”), the simplified regime
through which non-UK funds can register with the FCA to
be marketed to UK retail investors, was enacted in
February 2022 and is expected to be implemented over
the next two years. The OFR will require consumer
protection regimes in EU countries where BlackRock
funds are domiciled to be found equivalent to the UK’s
regime in order to market such funds in the UK.

UK Conduct Regime

The FCA continues to focus on conduct regulation,
including the implementation of the Consumer Duty by all
asset management firms, including BlackRock’s UK
subsidiaries. The Consumer Duty rules require firms to act
to deliver good outcomes for retail customers in their
manufacture and distribution of products and services, in
respect of price and value, consumer understanding and

16

17

consumer support. The rules are expected to come into
force in July 2023. Any failure to meet the FCA’s regulatory
expectations could expose BlackRock to regulatory
sanctions and increased reputational risk.

Edinburgh Reforms

In December 2022, the UK announced wide-ranging
reforms to financial services regulation which build on the
FSM Bill, marking further potential divergence from EU
regimes. Potential impacts to the asset management
sector include: (1) repeal and replacement of the
packaged retail and insurance based investment products
(“PRIIPs”) Regulation; (2) review of the UK’s green finance
strategy, including potential regulation of ESG data
providers; (3) review of governance through the Senior
Managers and Certification Regime; (4) repeal of EU
legislation on the European Long-Term Investment Fund;
(5) market infrastructure reforms; (6) reassessment of the
boundary between investment advice and financial
guidance; and (7) independent review of the UK
investment research landscape.

Reform of Investment Markets

BlackRock is subject to numerous regulatory reform
initiatives that may affect the Company’s provision of
investment services globally. In Europe, the Markets in
Financial Instruments Directive (“MiFID”) governing the
provision of investment services has been revised and is
accompanied by an associated Regulation (together with
certain secondary regulation, “MiFID II”). The Regulation’s
requirements generally apply consistently across the EU.
The MiFID II reforms were substantive, materially
changing market transparency requirements, enhancing
protections afforded to investors, and increasing
operational complexity for the Company. Forthcoming
proposals to review the operation of MiFID II and to
develop a new EU Retail Investment Strategy may affect
the European market structure and impact BlackRock’s
ability to operate in European markets. The broad nature
of MiFID II means future reforms could also affect product
development, client servicing and distribution models.
Similar reforms have been implemented in Switzerland
and Australia.

Regulatory Environm ent in China

The Company’s operations in China are subject to a
number of regulatory risks, including an evolving
regulatory environment and complex data security and
data transfer regulations. These factors may increase
compliance risk and costs, limit the Company’s ability to
source and execute new investment opportunities and
lead to impairment losses on its investments. Restrictions
on the transfer of the Company’s Chinese onshore data to
offshore entities also may limit BlackRock’s ability to
aggregate, report and monitor such data on its global
platform. In addition, a number of regulators in China have
jurisdiction over BlackRock’s business operations,
increasing operational and regulatory engagement
complexity. These risks may be further heightened by
additional scrutiny by Chinese regulators of certain
sectors, such as technology and other industries that
might be deemed to be of national importance.

EXISTING US REGULATION – OVERVIEW

BlackRock and certain of its US subsidiaries are currently
subject to extensive regulation, primarily at the federal
level, by the SEC, the DOL, the Federal Reserve, the Office
of the Comptroller of the Currency (“OCC”), the Financial
Industry Regulatory Authority (“FINRA”), the National
Futures Association (“NFA”), the FTC, the Department of
Justice, the CFTC and other federal government agencies
and regulatory bodies.

Certain of BlackRock’s US subsidiaries are also subject to
various anti-terrorist financing, privacy, anti-money
laundering and economic sanctions laws and regulations
established by various agencies. In addition, the
Investment Advisers Act of 1940 (the “Advisers Act”)
imposes numerous obligations on registered investment
advisers such as certain BlackRock subsidiaries, including
record-keeping, operational and marketing requirements,
disclosure obligations and prohibitions on fraudulent
activities. State level regulation through attorneys general,
insurance commissioners and other state level agencies
also applies to certain BlackRock activities.

The Investment Company Act of 1940 (the “Investment
Company Act”) imposes stringent governance,
compliance, operational, disclosure and related
obligations on registered investment companies and their
investment advisers and distributors, such as certain
BlackRock subsidiaries and affiliates. The SEC is
authorized to institute proceedings and impose sanctions
for violations of the Advisers Act and the Investment
Company Act, ranging from fines and censure to
termination of an investment adviser’s registration.
Investment advisers also are subject to certain state
securities laws and regulations. Non-compliance with the
Advisers Act, the Investment Company Act or other federal
and state securities laws and regulations could result in
investigations, sanctions, disgorgement, fines and
reputational damage.

BlackRock’s trading and investment activities for client
accounts are regulated under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), as well as the
rules of various securities exchanges and self-regulatory
organizations, including laws governing trading on inside
information, market manipulation and a broad number of
technical requirements (e.g., short sale limits, volume
limitations and reporting obligations) and market
regulation policies. Violation of any of these laws and
regulations could result in fines or sanctions, as well as
restrictions on BlackRock’s activities and damage to its
reputation. Furthermore, Dodd-Frank requires one of
BlackRock’s subsidiaries, BTC, to register as a municipal
advisor (as that term is defined in the Exchange Act) with
the SEC and Municipal Securities Rulemaking Board
(“MSRB”). BTC’s registration as a municipal advisor
subjects BTC to additional regulation by the SEC and
MSRB.

BlackRock manages a variety of private pools of capital,
including hedge funds, funds of hedge funds, private
equity funds, collateralized debt obligations, collateralized
loan obligations, real estate funds, collective trust funds,
managed futures funds and hybrid funds. Congress,
regulators, tax authorities and others continue to explore,
on their own and in response to demands from the
investment community and the public, increased

regulation related to private pools of capital, including
changes with respect to investor eligibility, certain
limitations on trading activities, record-keeping and
reporting, the scope of anti-fraud protections, safekeeping
of client assets and a variety of other matters. BlackRock
may be materially and adversely affected by new
legislation, rulemaking or changes in the interpretation or
enforcement of existing rules and regulations imposed by
various regulators in this area.

Certain BlackRock subsidiaries are subject to ERISA, and
to regulations promulgated thereunder by the DOL,
insofar as they act as a “fiduciary” under ERISA with
respect to benefit plan clients that are subject to ERISA.
ERISA and applicable provisions of the Internal Revenue
Code impose certain duties on persons who are fiduciaries
under ERISA, prohibit certain transactions involving ERISA
plan clients and impose excise taxes for violations of these
prohibitions, mandate certain required periodic reporting
and disclosures and require certain BlackRock entities to
carry bonds insuring against losses caused by fraud or
dishonesty. ERISA also imposes additional compliance,
reporting and operational requirements on BlackRock that
otherwise are not applicable to clients that are not subject
to ERISA.

BlackRock has seven subsidiaries that are registered as
commodity pool operators and/or commodity trading
advisors with the CFTC and are members of the NFA. The
CFTC and NFA each administer a comparable regulatory
system covering futures contracts and various other
financial instruments, including swaps as a result of
Dodd-Frank, in which certain BlackRock clients may
invest. In addition, two of BlackRock’s subsidiaries are
registered with the SEC as broker-dealers and are
member-firms of FINRA. Each broker-dealer has a
membership agreement with FINRA that limits the scope
of such broker-dealer’s permitted activities. One of the
broker-dealers is also a member of the MSRB and is
subject to MSRB rules.

BlackRock’s business activity in California that involves
the processing of personal information is subject to the
California Consumer Privacy Act (“CCPA”) and the
California Privacy Rights Act (“CPRA”), which provide for
enhanced consumer protections for California residents.
The CCPA and CPRA impose obligations on BlackRock for
the handling, disclosure and deletion of personal
information for California residents. In addition, several
other US states have proposed or adopted similar privacy
laws. Any failure by BlackRock to comply with the CCPA,
CPRA or similar state privacy laws may result in fines,
heightened regulatory scrutiny, litigation and/or
reputational harm.

US Banking Regulation

One of BlackRock’s subsidiaries, BTC, is organized as a
nationally-chartered limited purpose trust company that
does not accept deposits or make commercial loans.
Accordingly, BTC is examined and supervised by the OCC
and is subject to various banking laws and regulations
enforced by the OCC, such as laws and regulations
governing capital adequacy, fiduciary activities, conflicts
of interest, self-dealing, and the prevention of financial
crime, including money laundering. BTC is also a member
of the Federal Reserve System and is subject to various
Federal Reserve regulations applicable to member

institutions, such as regulations restricting transactions
with affiliates. Many of these laws and regulations are
meant for the protection of BTC and/or BTC’s customers
rather than BlackRock, its affiliates or stockholders.

EXISTING INTERNATIONAL REGULATION –
OVERVIEW

BlackRock’s international operations are subject to the
laws and regulations of a number of international
jurisdictions, as well as oversight by numerous regulatory
agencies and bodies in those jurisdictions. In some
instances, these operations are also affected by US laws
and regulations that have extra-territorial application.

Below is a summary of certain international regulatory
standards to which BlackRock is subject. It is not meant to
be comprehensive as there are parallel legal and
regulatory arrangements in force in many jurisdictions
where BlackRock’s subsidiaries conduct business.

Of note among the various other international regulations
to which BlackRock is subject, are the extensive and
complex regulatory reporting requirements that
necessitate the monitoring and reporting of issuer
exposure levels (thresholds) across the holdings of
managed funds and accounts and those of the Company.

European Regulation

The FCA currently regulates certain BlackRock
subsidiaries in the UK. It is also responsible for the
conduct of business regulation of the UK branch of one of
BlackRock’s US subsidiaries. In addition, the Prudential
Regulation Authority (“PRA”) regulates one BlackRock UK
insurance subsidiary. Authorization by the FCA and (where
relevant) the PRA is required to conduct certain financial
services-related business in the UK under the Financial
Services and Markets Act 2000 (the “FSMA”). The FCA’s
rules adopted under the FSMA govern the majority of a
firm’s capital and liquidity resources requirements, senior
management arrangements, conduct of business
requirements, interaction with clients, and systems and
controls, whereas the rules of the PRA focus solely on the
prudential requirements that apply to BlackRock’s UK-
based insurance subsidiary. The FCA supervises
BlackRock’s UK-regulated subsidiaries through a
combination of proactive engagement, event-driven and
reactive supervision and thematic reviews in order to
monitor BlackRock’s compliance with regulatory
requirements. Breaches of the FCA’s rules may result in a
wide range of disciplinary actions against BlackRock’s UK-
regulated subsidiaries and/or its employees.

In addition, BlackRock has regulated entities in France,
Germany, Ireland, Jersey, Luxembourg, the Netherlands
and Switzerland. Each of these entities is required to
comply with regulatory rules in the country in which it has
been established, including the branches of the
Netherlands entity which operate across the EU.

BlackRock’s EU subsidiaries and branches must comply
with the EU regulatory regime set out in MiFID II.
BlackRock’s UK-regulated subsidiaries must comply with
the UK version of MiFID II, which regulates the provision of
investment services and activities in the UK. MiFID II, and
the UK equivalent of MiFID II, set out detailed
requirements governing the organization and conduct of

18

19

business of investment firms and regulated markets. The
legislation also includes pre- and post-trade transparency
requirements for equity and non-equity markets and
extensive transaction reporting requirements. Certain
BlackRock UK subsidiaries must also comply with the UK
regulation which implements the Consolidated Life
Directive and Insurance Distribution Directive. In addition,
relevant entities must comply with revised obligations on
capital resources for certain investment firms arising out
of the IFPR. These include requirements to ensure capital
adequacy, as well as matters of governance and
remuneration. Relevant BlackRock entities must also
comply with the requirements of the UCITS Directive and
the AIFMD, as implemented in the relevant EU Member
States and in the UK, which impose obligations on the
authorization and capital, conduct of business,
organization, transparency and marketing of retail and
alternative investment funds respectively that are sold in,
or marketed to, the EU. The obligations introduced
through these regulations and directives will affect certain
of BlackRock’s European operations. Compliance with the
UCITS Directives and the AIFMD may subject BlackRock to
additional expenses associated with depositary oversight
and other organizational requirements. BlackRock’s EU-
regulated subsidiaries are also subject to the European
Market Infrastructure Regulation (“EMIR”) (or the UK
version of EMIR transposed into UK law in accordance
with The European Union (Withdrawal) Act 2018 in the
case of BlackRock’s UK-regulated subsidiaries), an EU
regulation governing derivatives, central counterparties
and trade repositories, which requires (1) the central
clearing of certain OTC derivatives; (2) the application of
risk-mitigation techniques to non-centrally cleared OTC
derivatives (including the exchange of collateral with
certain counterparties); and (3) the reporting of all
derivative contracts to an ESMA registered or recognized
derivatives trade repository (or a UK authorized trade
repository in the case of the UK version of EMIR).

The EU has seen an increase in Common Supervisory
Actions by ESMA to coordinate supervisory action by
national EU regulators, most notably in areas such as
product governance, liquidity management and fund costs
and charges. BlackRock’s EU operations may be affected
to the extent this initiative results in formal legislation or
action.

EU Member States, the UK and many other non-US
jurisdictions have adopted statutes and/or regulations
concerning privacy and data protection and requiring
notification of personal data security breaches if certain
thresholds are met. For example, the EU adopted the
General Data Protection Regulation (“GDPR”), which
became effective in 2018, and the UK transposed the
GDPR into national law (“UK GDPR”), which became
effective in 2021. In July 2020, the EU-US Privacy Shield
was invalidated as a valid personal data transfer
mechanism and in June 2021, the EC published a new set
of standard contractual clauses, which only apply to the
transfer of personal data outside of the EU to a country
not approved by the EU as providing an adequate level of
protection for the processing of personal data. The EU’s
adequacy decision with respect to the UK, which allows the
continued flow of personal data from the EU to the UK, will
be regularly reviewed and may be revoked if the UK
diverges from its current adequate data protection laws.
The UK has developed its own international data transfer

agreement, which was implemented in March 2022. GDPR
and UK GDPR, as well as other statutes and/or regulations
concerning privacy and data protection, increase
compliance obligations, affect BlackRock’s collection,
processing, retention and transfer of personal data and
reporting of personal data security breaches, and provide
for increased penalties for non-compliance.

BlackRock also maintains two offices in the Middle East,
one in Dubai, which is regulated by the Dubai Financial
Services Authority, and one in Riyadh, Saudi Arabia, which
is regulated by the Saudi Capital Markets Authority. Both
offices are authorized to provide certain investment
services and support BlackRock’s provision of investment
products and services in their countries of domicile. Other
countries across the Middle Eastern region are serviced on
a cross-border basis.

Regulation in the A s ia-Pacific Region

In Japan, a BlackRock subsidiary is subject to the
Financial Instruments and Exchange Act (“FIEA”) and the
Act on Investment Trusts and Investment Corporations.
These laws are administered and enforced by the
Japanese Financial Services Agency (“JFSA”), which
establishes standards for compliance, including capital
adequacy and financial soundness requirements,
customer protection requirements and conduct of
business rules. The JFSA is empowered to conduct
administrative proceedings that can result in censure,
fines, cease and desist orders or the suspension or
revocation of registrations and licenses granted under the
FIEA. This Japanese subsidiary also holds a license for real
estate brokerage activities which subjects it to the
regulations set forth in the Real Estate Brokerage Act.

In Australia, BlackRock’s operating entity is principally
regulated by the Australian Securities and Investments
Commission (“ASIC”), which includes holding an
Australian financial services license and operating
registered managed investment schemes. ASIC is
Australia’s integrated corporate, markets, financial
services and consumer credit regulator.

The activities of certain BlackRock subsidiaries in Hong
Kong are subject to the Securities and Futures Ordinance
(“SFO”), which governs the securities and futures markets
and regulates, among others, offers of investments to the
public and provides for the licensing of intermediaries.
The SFO is administered by the Securities and Futures
Commission (“SFC”). The SFC is also empowered to
establish standards for compliance as well as codes and
guidelines. The relevant BlackRock subsidiaries and the
employees conducting any of the regulated activities
specified in the SFO are required to be licensed with the
SFC, and are subject to the rules, codes and guidelines
issued by the SFC.

BlackRock’s operations in Taiwan are regulated by the
Taiwan Financial Supervisory Commission, which is
responsible for regulating securities markets (including
the Taiwan Stock Exchange and the Taiwan Futures
Exchange), the banking industry and the insurance sector.

BlackRock’s Fund Management Company in China
(“BlackRock FMC”) is regulated by the China Securities
Regulatory Commission and is subject to the Securities
Investment Fund Law and Measures for the Supervision
and Administration of Mutual Fund Managers for the

overall oversight from incorporation to the corporate
governance and operations of fund managers and funds.
BlackRock FMC is also subject to the China Securities Law
and various other financial laws and regulations.
BlackRock CCB Wealth Management Limited, which is
BlackRock’s wealth management joint venture company
with CCB Wealth Management Co., Ltd. and Fullerton
Management Pte Ltd. in China, is regulated by the China
Banking and Insurance Regulatory Commission (“CBIRC”).
CBIRC have enacted Bank Wealth Management
Supervision and Management Measures and
Management Measures of Bank Wealth Management
Subsidiaries since 2018 to regulate the setup, conduct of
business and risk management of bank wealth
management companies.

In Singapore, a BlackRock subsidiary is regulated by the
Monetary Authority of Singapore (“MAS”) and its business
activities are subject to the Securities and Futures Act
2001 (“SFA”). The SFA governs the regulation of activities
and institutions in the securities and derivatives industry,
including leveraged foreign exchange trading of financial
benchmarks and of clearing facilities. The MAS is
Singapore’s central bank and integrated financial
regulator, which regulates the financial services sector in
Singapore and conducts integrated supervision of
financial services and financial stability surveillance. This
BlackRock subsidiary and the employees conducting any
of the regulated activities specified in the SFA are required
to be licensed with the MAS, and are subject to the SFA
and the rules, codes and guidelines issued by the MAS.

Other financial regulators oversee BlackRock subsidiaries,
branches and representative offices across the Asia-Pacific
region, including in South Korea. Regulators in all of these
jurisdictions have authority with respect to financial
services including, among other things, the authority to
grant, suspend or cancel required licenses or registrations.
In addition, these regulators may subject certain BlackRock
subsidiaries to net capital requirements.

Financial Officers and its Corporate Governance
Guidelines. Requests for copies should be addressed to
Investor Relations, BlackRock, Inc., 50 Hudson Yards,
New York, New York 10001. Reports, proxy statements and
other information regarding issuers that file electronically
with the SEC, including BlackRock’s filings, are also
available to the public from the SEC’s website at
https://www.sec.gov.

Item 1A. Risk Factors
As a global investment management firm, risk is an
inherent part of BlackRock’s business. Global markets, by
their nature, are prone to uncertainty and subject
participants to a variety of risks. While BlackRock devotes
significant resources across all of its operations to
identify, measure, monitor, manage and analyze market,
operating, legal, compliance, reputational, fiduciary and
investment risks, BlackRock’s business, financial
condition, operating results and nonoperating results
could be materially adversely affected and the Company’s
stock price could decline as a result of any of these risks
and uncertainties, including the ones discussed below.

MARKET AND COMPETITION RISKS

Changes in the value levels of equity, debt, real assets,
commodities, foreign exchange or other asset markets,
as well as the impact of global trade policies and tariffs,
may cause assets under management (“AUM”), revenue
and earnings to decline.

BlackRock’s investment management revenue is primarily
comprised of fees based on a percentage of the value of
AUM and, in some cases, performance fees which are
normally expressed as a percentage of returns to the
client. Numerous factors, including price movements in
the equity, debt or currency markets, or in the price of real
assets, commodities or other alternative investments in
which BlackRock invests on behalf of its clients, as well as
the impact of global trade policies and tariffs, could cause:

AVAILAB LE INFORMATION

• the value of AUM, or the returns BlackRock realizes on

BlackRock files annual, quarterly and current reports,
proxy statements and all amendments to these reports
and other information with the SEC. BlackRock makes
available free-of-charge, on or through its website at
https://www.blackrock.com, the Company’s Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, proxy statements and all
amendments to those filings, as soon as reasonably
practicable after such material is electronically filed with
or furnished to the SEC. The Company also makes
available on its website the charters for the Audit
Committee, Management Development and
Compensation Committee, Nominating, Governance and
Sustainability Committee and Risk Committee of the
Board of Directors, its Code of Business Conduct and
Ethics, its Code of Ethics for Chief Executive and Senior
Financial Officers and its Corporate Governance
Guidelines. Further, BlackRock will provide, without
charge, upon written request, a copy of the Company’s
Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K, proxy
statements and all amendments to those filings as well as
the committee charters, its Code of Business Conduct and
Ethics, its Code of Ethics for Chief Executive and Senior

AUM, to decrease;

• client redemptions from BlackRock’s products;

• client rebalancing or reallocating of assets into

BlackRock products that yield lower fees;

• an impairment to the value of intangible assets and

goodwill; or

• a decrease in the value of seed or co-investment

capital.

These risks may also be heightened by market volatility,
illiquid market conditions or other market disruptions. The
occurrence of any of the above events may cause the
Company’s AUM, revenue and earnings to decline.

Changes in interest or foreign exchange rates and/or
divergent beta may cause BlackRock’s AUM and base
fees to fluctuate and introduce volatility to the
Company’s net income and operating cash flows.

In past years, there were prolonged periods of historically
low interest rates, interspersed with periods in which
certain central banks globally began increasing rates.
Recently, global markets have experienced substantial
volatility, with significant downturns in both bond and

20

21

equity markets. In addition, central banks worldwide have
raised interest rates in an effort to moderate rising
inflation. BlackRock’s business is directly and indirectly
affected by changes in global interest rates. Similarly, due
to the global nature of BlackRock’s operations, a portion of
its business is conducted in currencies other than the
United States (“US”) dollar. BlackRock’s exposure to
foreign exchange rates relative to the US dollar and
interest rates may cause BlackRock’s AUM to fluctuate
and introduce volatility to the Company’s base fees, net
income and operating cash flows.

In addition, beta divergence between equity markets,
where certain markets perform differently than others,
may lead to an increase in the proportion of BlackRock
AUM weighted toward lower fee equity products, resulting
in a decline in BlackRock’s effective fee rate. Divergent
market factors may also erode the correlation between the
growth rates of AUM and base fees.

BlackRock’s investment advisory contracts may be
terminated or may not be renewed by clients and fund
boards on favorable terms and the liquidation of certain
funds may be accelerated at the option of investors.

BlackRock derives a substantial portion of its revenue
from providing investment advisory services. The advisory
or management contracts BlackRock has entered into with
its clients, including the agreements that govern many of
BlackRock’s investment funds, provide investors or, in
some cases, the independent directors of applicable
investment funds, with significant latitude to terminate
such contracts, withdraw funds or liquidate funds by
simple majority vote with limited notice or penalty, or to
remove BlackRock as a fund’s investment advisor (or
equivalent). BlackRock also manages its US mutual funds,
closed-end and exchange-traded funds under
management contracts that must be renewed and
approved annually by the funds’ respective boards of
directors, a majority of whom are independent from the
Company. BlackRock’s fee arrangements under any of its
advisory or management contracts may be reduced
(including at the behest of a fund’s board of directors). In
addition, if a number of BlackRock’s clients terminate their
contracts, or otherwise remove BlackRock from its
advisory roles, liquidate funds or fail to renew
management contracts on similar terms, the fees or
carried interest BlackRock earns could be reduced, which
may cause BlackRock’s AUM, revenue and earnings to
decline.

The failure or negative performance of products offered
by competitors may cause AUM in similar BlackRock
products to decline irrespective of BlackRock’s
performance.

Many competitors offer similar products to those offered
by BlackRock and the failure or negative performance of
competitors’ products could lead to a loss of confidence in
similar BlackRock products, irrespective of the
performance of such BlackRock products. Any loss of
confidence in a product type could lead to withdrawals,
redemptions and liquidity issues in such products, which
may cause the Company’s AUM, revenue and earnings to
decline.

Increased competition may cause BlackRock’s AUM,
revenue and earnings to decline.

The investment management industry is highly
competitive, and BlackRock competes based on a number
of factors including: investment performance, liquidity, its
technology and portfolio construction offerings, the level
of fees charged, the quality and breadth of services and
products provided, name recognition and reputation, and
its ability to develop new investment strategies and
products to meet the changing needs of investors. In
addition, over the past several years, there has been
significant consolidation in the asset management and
financial services industries as investors increasingly seek
out firms that have the capacity to deliver broad multi-
asset investment capabilities and technological expertise,
including in a manner that is responsive to ever more
localized needs. This consolidation, together with the
introduction of new technologies, as well as regulatory
changes, continues to alter the competitive landscape for
investment managers, which may lead to additional fee
compression or require BlackRock to invest more to
modify or adapt its product offerings to attract and retain
customers and remain competitive with the products,
services and geographic diversity offered by other
financial institutions, technology companies, trading,
advisory or asset management firms. Increased
competition on the basis of any of these factors, including
competition leading to fee reductions on existing or new
business, may cause the Company’s AUM, revenue and
earnings to decline.

Failure to maintain Aladdin’s competitive position in a
dynamic market could lead to a loss of clients and could
impede BlackRock’s productivity and growth.

The sophisticated risk analytics, portfolio management,
trade execution and investment operations that BlackRock
provides via its technology platform to support investment
advisory and Aladdin clients are important elements of
BlackRock’s competitive success. Aladdin’s competitive
position is based in part on its ability to combine risk
analytics with portfolio management, trading and
operations tools on a single platform. Increased
competition from risk analytics and investment
management technology providers, including as a result
of growing industry consolidation giving rise to
competitors with increasingly sophisticated and
comprehensive product offerings, or a shift in client
demand toward standalone or internally developed
solutions, whether due to price competition, perceived
client market share, platform offerings or flexibility, or
market-based or regulatory factors, may weaken Aladdin’s
competitive position and may cause the Company’s
revenue and earnings to decline. In addition, to the extent
that Aladdin competitors are able to innovate more
effectively than BlackRock or leverage delivery models that
provide clients faster time to market, lower costs or the
ability to more seamlessly combine or bundle with other
service offerings, BlackRock may lose existing clients or
fail to capture future market share, which may impede its
productivity and growth. Moreover, although BlackRock
takes steps to safeguard against infringements of its
intellectual property, there can be no assurance that the
Company will be able to effectively protect and enforce its
intellectual property rights in Aladdin.

BlackRock may be unable to develop new products and
services and the development of new products and
services may expose BlackRock to reputational harm,
additional costs or operational risk.

BlackRock’s financial performance depends, in part, on its
ability to react to changes in the asset management
industry, respond to evolving client demands and develop,
market and manage new investment products and
services. The development and introduction of new
products and services, including the creation of
increasingly customizable products, requires continued
innovative effort on the part of BlackRock and may require
significant time and resources as well as ongoing support
and investment. Substantial risk and uncertainties are
associated with the introduction of new products and
services, including the implementation of new and
appropriate operational controls and procedures, shifting
client and market preferences, the introduction of
competing products or services, constraints on
BlackRock’s ability to manage growth within client
mandates, compliance with regulatory and disclosure
requirements and intellectual property-related lawsuits or
claims. A growing number of BlackRock’s new products
and services also depend on data provided by third parties
as analytical inputs and are subject to additional risks,
including with respect to data quality, cost, availability and
provider relationships. Data sets for certain developing
analytics, such as those in the sustainability space,
continue to evolve and difficulties approximating gaps in
the data, sourcing data from reliable sources, or validating
the data could adversely impact the accuracy and
effectiveness of such tools. There can be no assurance
that BlackRock will be able to innovate effectively in order
to develop new products or services that address the
needs of its clients on the timeline they require. Any failure
to successfully develop new products and services, or
effectively manage associated operational risks, could
harm BlackRock’s reputation and expose the Company to
additional costs, which may cause its AUM, revenue and
earnings to decline.

Changes in the value of seed and co-investments that
BlackRock owns as well as certain of BlackRock’s
minority investments could affect its income and could
increase the volatility of its earnings.

At December 31, 2022, BlackRock’s net economic
investment exposure of approximately $3.3 billion in its
investments (see Item 7, Management’s Discussion and
Analysis of Financial Condition and Results of Operations-
Investments) primarily resulted from co-investments and
seed investments in its sponsored investment funds.
Movements in the equity, debt or currency markets, or in
the price of real assets, commodities or other alternative
investments, could lower the value of these investments as
well as certain minority investments, increase the volatility
of BlackRock’s earnings and cause earnings to decline.

BlackRock indemnifies certain securities lending clients
for specified losses as a result of a borrower default.

BlackRock provides borrower default indemnification to
certain of its securities lending clients. In the event of a
borrower default, BlackRock would use the collateral
pledged by the borrower to repurchase securities out on
loan in order to replace them in a client’s account.
Borrower default indemnification is limited to the shortfall

that occurs in the event the collateral available at the time
of the borrower’s default is insufficient to repurchase
those securities out on loan. BlackRock requires all
borrowers to mark to market their pledged collateral daily
to levels in excess of the value of the securities out on loan
to mitigate the likelihood of the indemnity being triggered.
Where the collateral is in the form of cash, the indemnities
BlackRock provides do not guarantee, assume or
otherwise insure the investment performance or return of
any cash collateral vehicle into which that cash collateral
is invested. The amount of securities on loan as of
December 31, 2022 and subject to this type of
indemnification was approximately $253 billion. In the
Company’s capacity as lending agent, cash and securities
totaling approximately $268 billion was held as collateral
for indemnified securities on loan at December 31, 2022.
Significant borrower defaults occurring simultaneously
with rapid declines in the value of collateral pledged and/
or increases in the value of the securities loaned may
create collateral shortfalls, which could result in material
liabilities under these indemnities and may cause the
Company’s revenue and earnings to decline.

BlackRock’s decision on whether to provide support to
particular products from time to time, or the inability to
provide support, may cause AUM, revenue and earnings
to decline.

While not legally mandated, BlackRock may, at its option,
from time to time choose to seed, warehouse or otherwise
support investment products through capital or credit
support for commercial or other reasons. Any decision by
BlackRock on whether to support products may utilize
capital and liquidity that would otherwise be available for
other corporate purposes. BlackRock’s ability to seed,
warehouse or otherwise support certain products may be
restricted by regulation or by the Company’s failure to
have or make available sufficient capital or liquidity.
Moreover, inherent constraints arising from the business
models of certain asset managers, including BlackRock,
may during periods of market volatility result in BlackRock
having fewer options for accessing liquidity than asset
managers with alternate business models, which may
adversely impact its ability to support certain products.
Any decision by BlackRock to support particular products,
or the inability to provide such support, may result in
losses, which may cause AUM, revenue and earnings to
decline.

Increased geopolitical unrest and other events outside of
BlackRock’s control could adversely affect the global
economy or specific international, regional and domestic
markets, which may cause BlackRock’s AUM, revenue
and earnings to decline.

Geopolitical risks, including those arising from trade
tension and/or the imposition of trade tariffs, terrorist
activity or acts of civil or international hostility, are
increasing. For instance, the war between Russia and
Ukraine has and may continue to result in geopolitical
instability and adversely affect the global economy, supply
chains and specific markets. Strategic competition
between the US and China and resulting tensions have
also contributed to uncertainty in the geopolitical and
regulatory landscapes. Similarly, other events outside of
BlackRock’s control, including natural disasters, climate-
related events, pandemics or health crises may arise from
time to time and be accompanied by governmental

22

23

actions that may increase international tension. Any such
events and responses, including regulatory developments,
may cause significant volatility and declines in the global
markets, disproportionate impacts to certain industries or
sectors, disruptions to commerce (including to economic
activity, travel and supply chains), loss of life and property
damage, and may adversely affect the global economy or
capital markets, as well as the Company’s products,
operations, clients, vendors and employees, which may
cause BlackRock’s AUM, revenue and earnings to decline.
BlackRock’s exposure to geopolitical risks may be
heightened to the extent such risks arise in countries in
which BlackRock currently operates or is seeking to
expand its presence.

Climate-related risks could adversely affect BlackRock’s
business, products, operations and clients, which may
cause BlackRock’s AUM, revenue and earnings to decline.

BlackRock’s business and those of its clients could be
impacted by climate-related risks. Climate-related risks
may impact BlackRock through changes in the physical
climate or from the process of transitioning to a lower-
carbon economy. Climate-related physical risks arise from
the direct impacts of a changing climate in the short- and
long-term. Such risks may include the risks of extreme
weather events and changes in temperature, which may
damage infrastructure and facilities, including
BlackRock’s physical assets, as well as disrupt connectivity
or supply chains. Climate-related transition risks arise
from exposure to the transition to a lower-carbon
economy through policy, regulatory, technology and
market changes. For instance, new or divergent climate
regulations or guidance, as well as differing perspectives
of stakeholders regarding climate impacts, have affected
and may continue to affect BlackRock’s business activities
and reputation, increase scrutiny and complicate
compliance requirements, which could increase the
Company’s costs.

Climate-related physical and transition risks could also
impact BlackRock’s business both directly and indirectly
through adverse impacts to its clients’ investments,
including as a result of declines in asset values, changes
in client preferences, increased regulatory and compliance
costs and significant business disruptions. Any of these
risks may cause the Company’s AUM, revenue and
earnings to decline.

RISKS RELATED TO INVESTMENT
PERFORMANCE

Poor investment performance could lead to the loss of
clients and may cause AUM, revenue and earnings to
decline.

The Company’s management believes that investment
performance, including the efficient delivery of beta, is one
of the most important factors for the growth and retention
of AUM. Poor investment performance relative to
applicable portfolio benchmarks, aggregate fee levels or
competitors may cause AUM, revenue and earnings to
decline as a result of:

• client withdrawals in favor of better performing

products offered by competitors;

• client shifts to products that charge lower fees;

• the diminishing ability to attract additional funds

from existing and new clients;

• reduced, minimal or no performance fees;

• an impairment to the value of intangible assets and

goodwill; or

• a decrease in the valuations of seed and co-

investment capital.

Performance fees may increase volatility of both revenue
and earnings.

A portion of BlackRock’s revenue is derived from
performance fees on investment advisory assignments.
Performance fees represented $514 million, or 3%, of total
revenue for the year ended December 31, 2022. Generally,
the Company is entitled to a performance fee only if the
agreement under which it is managing the assets provides
for one and if returns on the related portfolio exceed
agreed-upon periodic or cumulative return targets. If
these targets are not exceeded, a performance fee for that
period will not be earned and, if targets are based on
cumulative returns, the Company may not earn
performance fees in future periods. The volatility of the
Company’s future revenue and earnings may also be
affected due to illiquid alternatives becoming an
increasing component of the overall composition of the
Company’s performance fee generating assets. In
particular, the Company expects that as it manages more
illiquid products, its performance fees will generally be
recognized over substantially longer multi-year periods
than those associated with more liquid products.

Failure to identify errors in the quantitative models
BlackRock utilizes to manage its business could
adversely affect product performance and client
relationships.

BlackRock employs various quantitative models to support
its investment processes, including those related to risk
assessment, portfolio management, trading and hedging
activities and product valuations. Any errors or limitations
in the underlying models, model inputs or assumptions,
including those from third-party sources, as well as any
failure of BlackRock’s governance, approval, testing and
validation standards in respect of such models, model
inputs or assumptions or the failure to timely update such
models, model inputs or assumptions, could have adverse
effects on BlackRock’s business and reputation. These
risks may be heightened by the rapid growth and
complexity of new models, evolving data sets and
standards and market volatility.

RISKS RELATED TO THE COVID-1 9 PANDEMIC

The COVID-19 pandemic has and may continue to
adversely affect BlackRock’s business, operations and
financial condition which may cause its AUM, revenue
and earnings to decline.

The COVID-19 pandemic has caused and may continue to
cause significant harm to the US and global economies. It
has also had and may continue to have an ongoing
adverse impact on BlackRock’s business, including its
operations and financial condition, as a result of, among
other things, the negative impact of the pandemic on
financial markets, BlackRock’s clients, key vendors (such
as pricing providers), market participants and other third
parties with whom it does business, and workforce

disruption due to continued periods away from physical
office locations in certain regions and illness and health
concerns, any of which may cause the Company’s AUM,
revenue and earnings to decline.

The extent to which COVID-19, and the related impact on
the global economy, may continue to affect BlackRock’s
business, results of operations and financial condition, will
depend on future developments that are uncertain and
cannot be predicted, including the emergence and spread
of new variants of the COVID-19 virus and/or other
concurrent or overlapping pandemics and health crises,
the availability, adoption and efficacy of future treatments
and vaccines, future actions taken by governmental
authorities, central banks and other third parties
(including new financial regulation and other regulatory
reform) in response to the pandemic, and the impact of
the COVID-19 pandemic on BlackRock’s products, clients,
vendors and employees, any of which may exacerbate the
other risks described herein.

TECHNOLOGY A ND OPERATIONAL RISKS

A failure in, or disruption to, BlackRock’s operations,
systems or infrastructure, including business continuity
plans, could adversely affect operations, damage the
Company’s reputation and cause BlackRock’s AUM,
revenue and earnings to decline.

BlackRock’s infrastructure, including its technological
capacity, data centers and office space, is vital to the
competitiveness of its business. Moreover, a significant
portion of BlackRock’s critical business operations is
concentrated in a limited number of geographic areas,
including San Francisco, New York, London, Budapest,
Atlanta and Gurgaon. The failure to maintain an
infrastructure commensurate with the size and scope of
BlackRock’s business, or the occurrence of a business
outage or event outside BlackRock’s control, including a
major earthquake, hurricane, fire, terrorist act, pandemic,
health crisis or other catastrophic event, or the actions of
individuals or groups seeking to disrupt BlackRock’s
operations in any location at which BlackRock maintains a
major presence, could materially impact operations, result
in business disruption or impede the Company’s growth.
In addition, these risks may be heightened during
BlackRock’s move to its new headquarters in New York,
which is expected to be completed in 2023.

Despite BlackRock’s efforts to ensure business continuity,
if it fails to keep business continuity plans up-to-date or if
such plans, including secure back-up facilities and
systems and the availability of back-up employees, are
improperly implemented or deployed during a disruption,
the Company’s ability to operate could be adversely
impacted which may cause AUM, revenue and earnings to
decline or impact the Company’s ability to comply with
regulatory obligations or contractual obligations leading
to reputational harm, legal liability, regulatory fines and/or
sanctions.

A cyber-attack or a failure to implement effective
information and cybersecurity policies, procedures and
capabilities could disrupt operations and lead to financial
losses and reputational harm, which may cause
BlackRock’s AUM, revenue and earnings to decline.

BlackRock is dependent on the effectiveness of the
information and cybersecurity policies, procedures and

capabilities it maintains to protect its computer and
telecommunications systems and the data that resides on
or is transmitted through them, including data provided by
third parties that is significant to portions of BlackRock’s
business and products. An externally caused information
security incident, such as a cyber-attack including a
phishing scam, business email compromise, malware, or
denial-of-service or ransomware attack, or an internally
caused incident or disruption, such as failure to control
access to sensitive systems, could materially interrupt
business operations or cause disclosure or modification of
sensitive or confidential client or competitive information.
Moreover, developments in BlackRock’s use of process
automation, as well as the use of remote access by
employees and mobile and cloud technologies, could
heighten these and other operational risks, as certain
aspects of the security of such technologies may be
complex, unpredictable or beyond BlackRock’s control.
BlackRock’s growing exposure to the public Internet, as
well as reliance on mobile or cloud technology or any
failure by mobile technology and cloud service providers
to adequately safeguard their systems and prevent cyber-
attacks, could disrupt BlackRock’s operations and result in
misappropriation, corruption or loss of personal,
confidential or proprietary information or third-party data.
In addition, there is a risk that encryption and other
protective measures may be circumvented, particularly to
the extent that new computing technologies increase the
speed and computing power available.

The financial services industry has been the subject of
cyber-attacks involving the dissemination, theft and
destruction of corporate information or other assets, as a
result of failure to follow procedures by employees or
contractors or as a result of actions by third parties,
including nation state actors and terrorist organizations.
BlackRock has been and continues to be the target of
attempted cyber-attacks, as well as the co-opting of its
brand, and continues to monitor and develop its systems
to protect its technology infrastructure and data from
misappropriation or corruption, as the failure to do so
could disrupt BlackRock’s operations and cause financial
losses. Although BlackRock has implemented policies and
controls, and takes protective measures involving
significant expense, to prevent and address potential data
breaches, inadvertent disclosures, increasingly
sophisticated cyber-attacks and cyber-related fraud, there
can be no assurance that any of these measures proves
effective. In addition, a successful cyber-attack may
persist for an extended period of time before being
detected, and it may take a considerable amount of time
for an investigation to be completed and the severity and
potential impact to be known. Moreover, due to the
complexity and interconnectedness of BlackRock’s
systems, the process of upgrading or patching the
Company’s protective measures could itself create a risk
of security issues or system disruptions for the Company,
as well as for clients who rely upon, or have exposure to,
BlackRock’s systems.

In addition, due to BlackRock’s interconnectivity with
third-party vendors, advisors, central agents, exchanges,
clearing houses and other financial institutions,
BlackRock or any such third party may be adversely
affected if any of them is subject to a successful cyber-
attack or other information security event, including those
arising due to the use of mobile technology or a third-

24

25

party cloud environment. BlackRock also routinely
transmits and receives personal, confidential or
proprietary information by email and other electronic
means. The Company collaborates with clients, vendors
and other third parties to develop secure transmission
capabilities and protect against cyber-attacks. However,
BlackRock or such third parties may not have all
appropriate controls in place to protect the confidentiality
of such information.

Any information security incident or cyber-attack against
BlackRock or third parties with whom it is connected,
including any interception, mishandling or misuse of
personal, confidential or proprietary information, could
result in material financial loss, loss of competitive
position, regulatory fines and/or sanctions, breach of
client contracts, reputational harm or legal liability, which,
in turn, may cause BlackRock’s AUM, revenue and
earnings to decline. In addition, BlackRock’s cybersecurity
insurance may not cover all losses and damages from
such events and BlackRock’s ability to maintain or obtain
sufficient insurance coverage in the future may be limited.

Failure or unavailability of third-party dependencies may
adversely affect Aladdin operations, which could cause
reputational harm, lead to a loss of clients and impede
BlackRock’s productivity and growth.

BlackRock must maintain effective infrastructure,
including a robust and secure technological framework, in
order to maximize the benefit of the Aladdin platform. In
so doing, it relies in part on certain third-party service
providers, including for cloud hosting and technologies
supporting cloud-based operations. For example,
Aladdin’s data architecture depends on third-party
providers of technology solutions, including the ability of
such parties to scale and perform in response to Aladdin’s
growth. In addition, the analytical capabilities of Aladdin
depend on the ability of a number of third parties to
provide data and other information as inputs into
Aladdin’s analytical calculations. Although BlackRock has
implemented internal controls and procedures and
maintains a robust vendor management program
designed to perform diligence and monitor third parties
that support the Aladdin platform, there can be no
assurance that these measures will prove effective. Any
failure by third parties to maintain infrastructure that is
commensurate with Aladdin’s size and growth, or provide
the data or information required to support its varying
capabilities, could compromise Aladdin’s resilience, result
in operational difficulties, cause reputational harm and
adversely impact BlackRock’s ability to provide services to
its investment advisory and Aladdin clients.

Continuing enhancements to Aladdin’s capabilities, as
well as the expansion of the Aladdin platform into new
markets and geographies, have led to significant growth
in Aladdin’s processing scale, which may expose
BlackRock to reputational harm, increased regulatory
scrutiny and heightened operational, data management,
cyber- and information-security risks.

The operation of BlackRock’s Aladdin platform routinely
involves updating existing capabilities, configuration
change management, developing, testing and rolling out
new functionalities and expanding coverage into new
markets and geographies, including in connection with
inorganic transactions or to address client or regulatory

requirements. These updates and expansion initiatives,
which have led to significant growth in Aladdin’s
processing scale, frequently occur on accelerated time
frames and may expose BlackRock to additional cyber-
and information-security risks, as well as increased
execution, operational and data management risks. If
BlackRock is unable to manage the pace of, or provide the
operational resiliency and stability for, the expansion of
Aladdin and associated growth of its processing scale,
BlackRock may experience client attrition, reduced
business, increased costs, reputational harm or regulatory
fines and/or sanctions, which may cause BlackRock’s
AUM, revenue and earnings to decline.

In addition, the highly regulated business activities of
many Aladdin clients may expose BlackRock to
heightened regulatory scrutiny. For example, the changing
political and regulatory environment in certain
jurisdictions in which Aladdin clients are based has
required BlackRock to open new data centers in those
jurisdictions in order to host client data in the client’s
home location. Operating new data centers in foreign
jurisdictions may expose BlackRock to increased
operational complexity, as well as additional regulatory
risks associated with the compliance requirements of such
jurisdictions. In addition, there has been increased
regulatory scrutiny globally on technology and
information providers, which may impact Aladdin.

Failure to maintain adequate corporate and contingent
liquidity may cause BlackRock’s AUM, liquidity and
earnings to decline, as well as harm its prospects for
growth.

BlackRock’s ability to meet anticipated cash needs
depends upon a number of factors, including its
creditworthiness and ability to generate operating cash
flows. In addition, while BlackRock, Inc. is not subject to
regulatory capital or liquidity requirements, certain of its
subsidiaries are subject to regulatory capital and liquidity
frameworks as well as certain other prudential
requirements and standards, which require them to
maintain certain levels of capital and liquidity. Failure to
maintain adequate liquidity could lead to unanticipated
costs and force BlackRock to revise existing strategic and
business initiatives. BlackRock’s access to equity and debt
markets and its ability to issue public or private debt, or
secure lines of credit or commercial paper back-up lines,
on reasonable terms may be limited by adverse market
conditions, a reduction in its long- or short-term credit
ratings, or changes in government regulations, including
tax and interest rates. Failure to obtain funds and/or
financing, or any adverse change to the cost of obtaining
such funds and/or financing, may cause BlackRock’s
AUM, liquidity and earnings to decline, curtail its
operations and limit or impede its prospects for growth.

Operating risks associated with BlackRock’s securities
lending program may result in client losses.

BlackRock lends securities to banks and broker-dealers on
behalf of certain of its clients. In these securities lending
transactions, the borrower is required to provide and
maintain collateral at or above regulatory minimums.
Securities on loan are marked to market daily to determine
if the borrower is required to pledge additional collateral.
BlackRock must manage this process and is charged with
mitigating the associated operational risks. The failure of

BlackRock’s controls to mitigate such operational risks
could result in financial losses for the Company’s clients
that participate in its securities lending programs
(separate from any losses related to the risks of collateral
investments), and BlackRock may be held liable for any
failure to manage such risks.

or to manage the integration of acquisitions effectively,
could result in losses or impairments related to such
transactions and have an adverse effect on BlackRock’s
reputation or cause its AUM, revenue and earnings to
decline, which may harm the Company’s competitive
position in the investment management industry.

Inorganic transactions may harm the Company’s
competitive or financial position if they are not
successful.

BlackRock employs a variety of organic and inorganic
strategies intended to enhance earnings, increase product
offerings, deliver whole-portfolio solutions, access new
clients, leverage advances in technology and expand into
new geographies. Inorganic strategies have included
hiring smaller-sized investment teams, making minority
investments in early- to mid-stage technological and
other ventures, entering into strategic joint ventures and
acquiring investment management and technology
businesses, analytics, models and other intellectual
property. Inorganic transactions involve a number of
financial, accounting, tax, regulatory, geographical and
operational challenges and uncertainties, including in
some cases, the assumption of pre-existing liabilities,
which must be managed in order for BlackRock to realize
the benefit of such transactions, and such transactions
may be the subject of unanticipated liabilities arising from
commercial disputes, information security vulnerabilities
or breaches and intellectual property or other legal claims.
The success of BlackRock’s inorganic strategy also
depends in large part on its ability to integrate the
workforce, operations, strategies, technologies and other
components of a target business following the completion
of an acquisition. BlackRock may be required to commit
significant management time, as well as create new, or
grow existing, operational and support functions, to
facilitate the integration of acquired businesses, manage
combined future growth and maintain a cohesive
corporate culture. There can be no assurance that
BlackRock will be able to successfully integrate acquired
businesses, retain associated talent, scale support
functions or realize other intended benefits of its
inorganic strategy. Moreover, the challenges associated
with BlackRock’s inorganic strategy may be heightened
when inorganic transactions are in new geographic
locations, involve new markets, products, business lines or
early stage investments or are delivered via technology
and systems that differ from those employed by
BlackRock. In addition, in the case of minority investments
and joint ventures, BlackRock may be subject to risks due
to reputational harm, liability or loss resulting from, or
relating to operating systems, risk management controls,
and employees that are outside of BlackRock’s control, as
well as risks related to the jurisdictions or markets in
which such investees or joint ventures operate. For
example, BlackRock has a minority investment in Circle
Internet Financial (“Circle”), which is associated with
crypto asset markets that recently experienced substantial
volatility and high-profile enterprise failures and
bankruptcies. The crypto asset markets are subject to
significant regulatory uncertainty, which could also
negatively impact BlackRock’s investment in Circle. Any
failure to identify and mitigate the risks associated with
acquisitions, joint ventures or minority investments
through due diligence, governance or oversight rights,
indemnification provisions and/or operational expertise,

BlackRock’s alternatives products include investments in
early-stage companies, private equity portfolio
companies and real assets, such as real estate,
infrastructure and energy assets, which may expose
BlackRock and its funds and accounts to new or
increased risks and liabilities, as well as reputational
harm.

BlackRock’s alternatives products include investments in
early-stage companies, private equity portfolio companies
and real assets, including real estate, infrastructure and
energy assets, that may expose BlackRock and its funds
and accounts to increased risks and liabilities that are
inherent in the ownership and management of such
investments and portfolio companies. These may include:

• risks related to the potential illiquidity, valuation and

disposition of such investments;

• risks related to emerging and less established

companies that have, among other things, short
operating histories, new technologies and products,
nascent control functions, quickly evolving markets
and limited financial resources;

• construction risks, including as a result of force

majeure, labor disputes or work stoppages, shortages
of material or interruptions to the availability of
necessary equipment;

• accidents, pandemics, health crises or catastrophic
events, such as explosions, fires or terrorist activity
beyond BlackRock’s control;

• climate-related risks, including greater frequency or
intensity of adverse weather and natural disasters;

• personal injury or property damage;

• failures on the part of third-party managers or sub-

contractors appointed in connection with investments
or projects to adequately perform their contractual
duties or operate in accordance with applicable laws;

• exposure to stringent and complex foreign, federal,
state and local laws, ordinances and regulations,
including those related to financial crime, permits,
government contracting, conservation, exploration
and production, tenancy, occupational health and
safety, foreign investment and environmental
protection;

• environmental hazards, such as natural gas leaks,

product and waste spills, pipeline and tank ruptures,
and unauthorized discharges of products, wastes and
other pollutants;

• changes to the supply and demand for properties
and/or tenancies or fluctuations in the price of
commodities;

• risks related to the availability, cost, coverage and

other limitations on insurance;

• the financial resources of tenants; and

• contingent liabilities on disposition of investments.

26

27

The above risks may expose BlackRock’s funds and
accounts to additional expenses and liabilities, including
costs associated with delays or remediation, and
increased legal or regulatory costs, all of which could
impact the returns earned by BlackRock’s clients. These
risks could also result in direct liability for BlackRock by
exposing BlackRock to losses, regulatory sanctions or
litigation, including claims for compensatory or punitive
damages. Similarly, market conditions may change during
the course of developments or projects in which
BlackRock invests that make such development or project
less attractive than at the time it was commenced and
potentially harm the investment returns of BlackRock’s
clients. The occurrence of any such events may expose
BlackRock to reputational harm, divert management’s
attention away from BlackRock’s other business activities
or cause its AUM, revenue and earnings to decline.

Operating in international markets increases BlackRock’s
operational, political, regulatory and other risks.

As a result of BlackRock’s extensive international
operations, the Company faces associated operational,
regulatory, reputational, political and foreign exchange
rate risks, many of which are outside of the Company’s
control. Operating outside the US may also expose
BlackRock to increased compliance risks, as well as higher
costs to comply with US and non-US anti-corruption, anti-
money laundering and sanctions laws and regulations.
Similarly, certain jurisdictions in which BlackRock
operates may not have comparable levels of protection for
corporate assets, such as intellectual property, and client
information and records, as the US. As a result, there may
also be heightened information security or privacy risks in
those jurisdictions. Any theft of data, technology or
intellectual property may negatively impact BlackRock’s
business operations and reputation. The failure of the
Company’s systems of internal control to mitigate such
risks, or of its operating infrastructure to support its global
activities, could result in operational failures and
regulatory fines and/or sanctions, which may cause the
Company’s AUM, revenue and earnings to decline.

RISKS RELATED TO HUMAN CAPITAL

The potential for human error in connection with
BlackRock’s operational systems could disrupt
operations, cause losses, lead to regulatory fines or
damage the Company’s reputation and may cause
BlackRock’s AUM, revenue and earnings to decline.

Many of BlackRock’s operations are highly complex and
are dependent on the Company’s ability to process and
monitor a large number of transactions, many of which
occur across numerous markets and currencies at high
volumes and frequencies. Although BlackRock expends
considerable resources on systemic controls, supervision,
technology and training in an effort to ensure that such
transactions do not violate client guidelines and
applicable rules and regulations or adversely affect
clients, counterparties or the Company, BlackRock’s
operations are dependent on its employees. From time-to-
time, employees make mistakes that are not always
immediately detected by systems, controls, policies and
procedures intended to prevent and detect such errors.
These can include calculation errors, errors in software
implementation or development, failure to ensure data
security, follow processes, patch systems or report issues,

or errors in judgment. Such risks may be exacerbated in
times of increased market volatility, high trading volumes
or workforce turnover. Human errors, even if promptly
discovered and remediated, may disrupt operations or
result in regulatory fines and/or sanctions, breach of
client contracts, reputational harm or legal liability, which,
in turn, may cause BlackRock’s AUM, revenue and
earnings to decline.

Fraud, the circumvention of controls or the violation of
risk management and workplace policies could have an
adverse effect on BlackRock’s reputation, which may
cause the Company’s AUM, revenue and earnings to
decline.

BlackRock seeks to foster a positive workplace culture, has
adopted a comprehensive risk management process and
continues to enhance various controls, procedures,
policies and systems to monitor and manage risks.
Notwithstanding these measures, BlackRock cannot
ensure that its workplace culture or such controls,
procedures, policies and systems will successfully identify
and manage internal and external risks and BlackRock
employees have in the past engaged in improper conduct.
In addition, BlackRock is subject to the risk that its
employees, contractors or other third parties may in the
future deliberately or recklessly seek to circumvent
established controls to commit fraud, pay or solicit bribes
or otherwise act in ways that are inconsistent with the
Company’s controls, policies, procedures, workplace
culture or principles. This risk may be heightened as
BlackRock expands into new markets and increases the
breadth of its business offerings and remote and
alternative work models, all of which introduce additional
complexity to its risk management program. Persistent
attempts to circumvent policies and controls or repeated
incidents involving fraud, conflicts of interests or
transgressions of policies and controls could have an
adverse effect on BlackRock’s reputation, cause adverse
publicity, and result in litigation, regulatory inquiries, fines
and/or sanctions, which may cause the Company’s AUM,
revenue and earnings to decline.

The failure to recruit, train and retain employees and
develop and implement effective executive succession
could lead to the loss of clients and may cause AUM,
revenue and earnings to decline.

BlackRock’s success is largely dependent on the talents
and efforts of its highly skilled workforce and the
Company’s ability to plan for the future long-term growth
of the business by identifying and developing those
employees who can ultimately transition into key roles
within BlackRock. The global market for qualified fund
managers, investment analysts, technology and risk
specialists and other professionals is highly competitive,
and factors that affect BlackRock’s ability to attract, train
and retain highly qualified and diverse employees include
the Company’s reputation and workplace culture, the
immigration and public health policies in the jurisdictions
in which BlackRock has offices, its approach to remote
and alternative work models, the compensation and
benefits it provides, and its commitment to effectively
managing executive succession, including the
development and training of qualified individuals.

In addition, a percentage of the deferred compensation
that BlackRock pays to certain of its employees is tied to

the Company’s share price. As such, decreases in
BlackRock’s share price could impair the retention value of
such deferred compensation. There can be no assurance
that the Company will continue to be successful in its
efforts to recruit and retain employees and effectively
manage executive succession. If BlackRock is unable to
offer competitive compensation or otherwise attract and
retain talented individuals, or if it fails to effectively
manage executive succession, the Company’s ability to
compete effectively and retain its existing clients may be
materially impacted.

RISKS RELATED TO KEY THIRD-PARTY
RELATIONSHIPS

The impairment or failure of third parties may negatively
impact the performance of products and accounts that
BlackRock manages, which may cause BlackRock’s AUM,
revenue and earnings to decline.

BlackRock’s investment management activities expose the
products and accounts it manages for its clients to many
different industries and counterparties, including
distributors, brokers and dealers, commercial and
investment banks, clearing organizations, mutual and
hedge funds, and other institutional clients. Transactions
with counterparties expose BlackRock’s clients to credit
risk in the event the applicable counterparty defaults.
Although BlackRock regularly assesses risks posed by its
counterparties, such counterparties may be subject to
sudden swings in the financial and credit markets that
may impair their ability to perform or they may fail to meet
their obligations. Counterparties may also experience
lapses in their internal controls or risk management
systems or expose BlackRock and/or its clients to losses
on account of employee malfeasance, negligence or
human error. In addition, the concentration of certain
financial institutions that BlackRock uses to facilitate
securities and derivatives transactions for its clients,
including clearing organizations, exchanges and central
agents, increases the risk that a technical or operational
issue at, or default by, one such institution could introduce
operational issues or delays impacting multiple BlackRock
clients. Any such operational issue, impairment or failure
could negatively impact the performance of products or
accounts that BlackRock manages for its clients, which
may lead to client attrition and, in turn, cause BlackRock’s
AUM, revenue and earnings to decline.

The failure of key third-party providers to BlackRock to
fulfill their obligations or a failure by BlackRock to
maintain its relationships with key third-party providers
could have a material adverse effect on BlackRock’s
growth, reputation or business, which may cause the
Company’s AUM, revenue and earnings to decline.

BlackRock depends on a number of key third-party
providers for various fund administration, accounting,
custody, market and ESG data, market indices, insurance,
technology, cloud hosting and transfer agent roles and
other distribution and operational needs. Further,
BlackRock relies upon a relatively concentrated group of
third-party index providers to deliver services that are
integral to its clients’ investment decisions. The index
provider industry is characterized by large vendors and the
use of long-term contracts remains the market standard.
This industry structure may limit BlackRock’s ability to
renegotiate its index provider contracts on favorable terms

or at all. While BlackRock performs focused diligence on
its vendors in an effort to ensure they operate in
accordance with expectations, to the extent any significant
deficiencies are uncovered, there may be few, or no,
alternative vendors available. In addition, BlackRock’s
operations and processes rely on commercially available
data provided by third parties as well as providers of
services, including technology services, and operating
errors, process failures or failures to comply with data
usage requirements with respect to these service
providers may adversely impact BlackRock. Data providers
commonly disclaim the accuracy and completeness of
data and BlackRock does not have the ability to validate or
verify the accuracy and completeness of commercially
sourced datasets. Moreover, in situations where BlackRock
has limited access to alternative vendors, or where the
nature of BlackRock’s arrangement with a vendor requires
a long term-commitment, BlackRock may be dependent
on such vendor for continuous operational reliability and
may be unable to avoid incurring costs if such vendor
introduces required upgrades to its services.

BlackRock may from time to time transfer key contracts
from one third-party provider to another. Key contract
transfers may be costly and complex and expose
BlackRock to heightened operational risks. Any failure to
mitigate such risks could result in reputational harm, as
well as financial losses to BlackRock and its clients. The
failure or inability of BlackRock to diversify its sources for
key services or the failure of any key third-party provider to
fulfill its obligations could result in activities inconsistent
with clients’ investment management or other
agreements, have an adverse financial impact on
BlackRock products or lead to operational, legal and
regulatory issues for the Company, which could result in
reputational harm or legal liability, fines and/or sanctions
and may cause BlackRock’s AUM, revenue and earnings to
decline.

Any disruption to the Company’s distribution channels
may cause BlackRock’s AUM, revenue and earnings to
decline.

BlackRock relies on a number of third parties to provide
distribution, portfolio administration and servicing for
certain BlackRock investment management products and
services through their various distribution channels.
BlackRock’s ability to maintain strong relationships with
its distributors may impact the Company’s future
performance, and its relationships with distributors are
subject to periodic renegotiation that may result in
increased distribution costs and/or reductions in the
amount of BlackRock products and services being
marketed or distributed. Moreover, new fiduciary
regulations could lead to significant shifts in distributors’
business models and more limited product offerings,
potentially resulting in reduced distribution and/or
marketing of certain of the Company’s products and
services and fee compression. If BlackRock is unable to
distribute its products and services successfully or if it is
unable to replace or renew existing distribution
arrangements, BlackRock’s AUM, revenue and earnings
may decline. In addition, improper activities, as well as
inadequate anti-money laundering diligence conducted
by third-party distributors, could create reputational and
regulatory harm to BlackRock.

28

29

Key technology partnerships may expose BlackRock to
increased regulatory oversight, as well as migration,
execution, technology and operational risks.

In April 2020, BlackRock announced a strategic
partnership to host Aladdin infrastructure on the
Microsoft Azure cloud and commenced a multi-year plan
to migrate the Aladdin environments for BlackRock and its
external Aladdin clients to the cloud. In addition,
BlackRock has also migrated certain systems that support
its corporate functions to cloud-based platforms. The
benefits of cloud-based platforms are significant and
BlackRock has adopted a robust risk-based approach to
its migration strategies; however these partnerships also
introduce new risks, including: (1) risks associated with
relying on third-parties for aspects of infrastructure
reliability and stability; (2) software and information
security risks arising from the use of cloud technology;
(3) operational and execution risks, including those
related to migration; and (4) risks related to increased
regulatory oversight and new compliance obligations,
which risks may be further exacerbated as BlackRock and
the Aladdin platform continue to grow. Any failure by
BlackRock to manage these risks, and/or risks associated
with future potential technology partnerships, may result
in escalating costs, financial loss, client dissatisfaction or
attrition, regulatory fines and/or sanctions, reputational
harm or legal liability, which, in turn, may cause
BlackRock’s AUM, revenue and earnings to decline.

Disruption to the operations of third parties whose
functions are integral to BlackRock’s exchange-traded
fund (“ETF”) platform may adversely affect the prices at
which ETFs trade, particularly during periods of market
volatility.

BlackRock is the largest provider of ETFs globally. Shares
of ETFs trade on stock exchanges at prices at, above or
below the ETF’s most recent net asset value (“NAV”). The
NAV of an ETF is calculated at the end of each business
day and fluctuates with changes in the market value of the
ETF’s holdings. The trading price of the ETF’s shares
fluctuates continuously throughout trading hours. The
creation/redemption feature and arbitrage mechanism of
an ETF are designed to make it more likely that the ETF’s
shares normally will trade at prices close to the NAV.
Notwithstanding these features, exchange prices have in
the past deviated measurably from the NAV of certain
ETFs and may under certain circumstances do so in the
future. ETF market prices are subject to numerous
potential risks, including trading halts invoked by a stock
exchange, and the inability or unwillingness of market
makers, authorized participants, settlement systems or
other market participants to perform functions necessary
for an ETF’s arbitrage mechanism to function effectively.
These risks may be heightened as a result of significant
market volatility, the growth of the ETF industry combined
with increased market activity, as well as the complexity
associated with certain products. Moreover, if market
events lead to incidences where ETFs trade at prices that
deviate meaningfully from an ETF’s NAV, or trading halts
are invoked by the relevant stock exchange or market,
investors may lose confidence in ETF products and
redeem their holdings, which may cause BlackRock’s AUM,
revenue and earnings to decline.

LEGAL, REGULATORY AND REPUTATIONAL
RISKS

BlackRock is subject to extensive regulation around the
world, which increases its cost of doing business.

BlackRock’s business is subject to extensive regulation
around the world. These regulations subject BlackRock’s
business activities to an array of increasingly detailed
operational requirements, compliance with which is costly
and complex.

In addition, many of BlackRock’s legal entities are subject
to laws and regulations aimed at preventing corruption,
money laundering, inappropriate employment practices,
illegal payments and engaging in business activities with
certain individuals, countries or groups, including but not
limited to the US Foreign Corrupt Practices Act, the USA
PATRIOT Act, the Bank Secrecy Act, the EU Anti-Money
Laundering Directives, the Money Laundering, Terrorist
Financing and Transfer of Funds Regulations 2017, the
UK Bribery Act, sanctions imposed by the US Treasury’s
Office of Foreign Assets Control, the United Nations and
the EU and its member states, as well as those imposed by
other countries in which BlackRock operates, such as His
Majesty’s Treasury’s (“HMT”) Office of Financial Sanctions
Implementation.

BlackRock is also subject to certain risk retention rules
and regulation, as well as regulatory capital requirements,
which require the Company to maintain capital to support
certain of its businesses. Furthermore, many jurisdictions
in which BlackRock operates have laws and regulations
relating to data privacy, cybersecurity and protection of
personal information, including the GDPR and UK GDPR,
which expand data protection rules for individuals within
the European Economic Area (“EEA”) and UK, respectively,
and for personal data exported outside the EEA and UK.

BlackRock is additionally subject to scrutiny from various
government agencies that focus on antitrust and
competition laws and regulations within the US and
internationally, including in connection with merger
control proceedings and proposed investments. Any
determination of a failure to comply with any such laws or
regulations could result in fines and/or sanctions against
the Company, as well as reputational harm. Moreover, to
the extent that these laws and regulations become more
stringent, or if BlackRock is required to hold increased
levels of capital to support its businesses, the Company’s
financial performance or plans for growth may be
adversely impacted.

BlackRock may also be adversely affected by a failure to
comply with existing laws and regulations or by changes
in the interpretation or enforcement of such laws and
regulations, including those discussed above. Challenges
associated with interpreting regulations issued in
numerous countries in a globally consistent manner may
add to such risks if regulators in different jurisdictions
have inconsistent views or provide only limited regulatory
guidance. In particular, violation of applicable laws or
regulations could result in fines and/or sanctions,
temporary or permanent prohibition of certain activities,
reputational harm and related client terminations,
suspensions of employees or revocation of their licenses,
suspension or termination of investment adviser, broker-
dealer or other registrations, or suspension or termination
of BTC’s bank charter or other sanctions, which could have

a material adverse effect on BlackRock’s reputation or
business and may cause the Company’s AUM, revenue
and earnings to decline. For a more extensive discussion
of the laws, regulations and regulators to which BlackRock
is subject and regulated by, see Item 1, Business –
Regulation.

New regulations informed by global standard setters
and/or developed by various national authorities may
expose BlackRock to increasing regulatory scrutiny and
compliance costs in the jurisdictions in which it operates.

Policymaking workstreams focused on the financial
services sector led by global standard setters, such as the
Financial Stability Board (“FSB”), International
Organization of Securities Commissions (“IOSCO”) and
Bank for International Settlements, may lead to or inform
new regulations in multiple jurisdictions in which
BlackRock operates. Most recently, such workstreams
have focused on areas such as products and activities of
non-bank financial institutions, money market funds
(“MMFs”), open-ended funds (“OEFs”), central
counterparty margin practices and enhanced ESG
disclosures. BlackRock is, and may become, subject to
increasing regulation in these areas, see Item 1,
Business – Regulation, including:

• Macroprudential Policies for Asset Managers:

Concerns about liquidity and leverage risks in the
asset management industry and wider market-based
finance sector have been heightened since the
COVID-19 pandemic and reinforced by the recent
Liquidity Driven Investment events in the UK. Such
events have prompted a broad review of existing
regulations globally, including an assessment of the
adequacy of certain structural market components in
mitigating risks by the FSB, IOSCO, the US Securities
and Exchange Commission (the “SEC”) and the
Financial Stability Oversight Council (“FSOC”). In
November 2022, the SEC proposed, among other
things, amendments to the rules governing OEF
liquidity risk management and swing pricing. The EU
has also proposed reforms to increase the availability
of liquidity management tools to OEFs, enhance
reporting on the use of liquidity management tools by
OEFs to national regulators and allow such regulators
to require OEF managers to activate liquidity
management tools in extreme market conditions. If
any of these regulatory or policy actions result in
broad application of macroprudential tools to OEFs or
require BlackRock to make changes to structural
features of certain OEFs, it could limit BlackRock’s
ability to offer products to certain clients and/or
result in clients altering their investment strategies or
allocations in a manner that is adverse to BlackRock.

• Global MMF Reforms: Following the market events of
March 2020, US, EU and UK authorities initiated a
review of existing regulatory frameworks with the aim
of improving the resilience of MMFs in market
downturns. The ongoing review of the EU Money
Market Fund Regulation could result in significant
changes to the rules around liquidity and how some
MMFs price shares. The UK may materially depart
from the EU approach as the UK develops its own
legal and regulatory framework for MMFs domiciled
or marketed in the UK. In the US, the SEC proposed
changes to Rule 2a-7, the primary rule under the

Investment Company Act of 1940 governing MMFs,
including changes to required liquidity levels and
certain operational aspects of such funds, and
changes in pricing under certain circumstances. Such
regulatory reforms, if adopted, could significantly and
adversely impact certain of BlackRock’s MMF
products.

• ESG and Sustainability: ESG and sustainability have

been the subject of increased regulatory focus across
jurisdictions. Globally, the International Sustainability
Standards Board and the development of its
disclosure standards may inform national regulators’
approaches on these topics. In the US, the SEC has
proposed a series of rules that would require, among
other things: (1) corporate issuers to make
substantial climate-related disclosures in their
periodic reports, including with respect to
governance, risk management, business strategy,
financial statement metrics and greenhouse gas
(“GHG”) emissions and (2) enhanced ESG disclosures
by investment companies and investment advisers in
fund and adviser filings, including disclosures
regarding ESG strategies and how ESG factors are
considered, and GHG emissions disclosure by certain
environmentally focused funds. The SEC also
announced plans to propose rules to require
enhanced disclosure regarding human capital
management and board diversity for public issuers. It
has also increased its scrutiny of disclosure and
compliance issues relating to investment advisers’
and funds’ ESG strategies, policies and procedures. In
addition, the US Department of Labor recently issued
final rules clarifying that Employee Retirement
Income Security Act of 1974, as amended (“ERISA”)
plan fiduciaries can, but are not required to, consider
the economic effects of ESG factors for purposes of
investing ERISA plan assets and exercising voting
rights with respect to plan investments. Some US
states and/or state officials have adopted or proposed
legislation or otherwise have taken official positions
restricting or prohibiting state government entities
from doing certain business with entities identified by
the state as “boycotting” or “discriminating” against
particular industries or considering ESG factors in
their investment processes and proxy voting. Other
states and localities may adopt similar legislation or
other ESG-related laws and positions.

The EU has enacted numerous regulations on ESG
and sustainability, including to require sustainability-
related disclosure by financial market participants;
require the integration of sustainability
considerations into the investment and risk
management processes of asset managers and other
institutional investors; and make the advice and
financial product distribution process more receptive
to end-investor sustainability preferences. Further
rules are expected to come into force in 2023 and
beyond. In addition, requirements for asset managers
to report against an EU-wide taxonomy of
environmentally sustainable activities took effect in
2022, with a further phase expected in 2023, and new
proposed regulation to enhance sustainability
reporting for EU-based corporate issuers is expected
to take effect in 2024. BlackRock’s EU asset
management companies and investment firms will be
required to publish granular disclosures relating to

30

31

the ESG characteristics of their funds and portfolios
starting in 2023. The EU also proposed a draft
directive in 2022 that would apply new supply chain
due diligence obligations pertaining to sustainability
to a wide group of global companies. Furthermore, the
EU released a consultation on ESG and sustainability
factors in credit ratings. The EU and the UK Financial
Conduct Authority (“FCA”) are developing guidelines
for the use of ESG or sustainability related terms in
fund names, focused on specifying a minimum
threshold of assets meeting ESG or sustainable
criteria for such funds.

Within the UK, the government has mandated
climate-related risk reporting based on the Task Force
on Climate-Related Financial Disclosures (“TCFD”)
framework at UK firm and product level with first
disclosures due in 2023. In addition, the FCA has
proposed UK-specific sustainability regulations,
including a sustainable product classification system
for funds, which are expected to come into force on a
staggered basis from 2023 through 2025.

In Asia, policymakers in Singapore, Hong Kong and
Japan issued or proposed sustainability-related
regulations. For instance, requirements for asset
managers to integrate climate risk considerations in
investment and risk management processes, together
with relevant disclosure obligations, became effective
in Hong Kong and Singapore in 2022. ESG fund
naming and related disclosure rules became effective
in Hong Kong in 2022 and in Singapore in January
2023. Further, Singapore and Japan announced
enhanced sustainability reporting requirements for
corporate issuers. In 2022, Japan finalized its
voluntary code of conduct for ESG data and ratings
providers. Meanwhile, Australia’s securities regulator
issued information on “greenwashing”, and the
Australian government is seeking input on the design
and implementation of a climate-related financial
disclosure regime.

As jurisdictions continue to develop legal frameworks
on ESG and sustainability regulations, BlackRock
faces increased fragmentation risk related to local
implementation, resulting in complex and potentially
conflicting compliance obligations and legal and
regulatory uncertainty.

• LIBOR Transition: The global transition away from
LIBOR continues to progress. Tenors of non-USD
LIBOR ceased to be published at the end of 2021 while
publication of most USD LIBOR settings is expected to
continue through June 2023. In March 2022, the
Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”)
was signed into law, establishing a framework for the
replacement of LIBOR as a benchmark in US law
contracts that reference certain tenors of USD LIBOR
and do not provide for a clearly defined and
practicable benchmark replacement rate following the
cessation of publication. In July 2022, the Federal
Reserve Board solicited public comment on proposed
LIBOR transition regulations implementing the LIBOR
Act. Other global regulatory authorities such as the
FCA have issued consultations regarding the wind-
down of LIBOR. If such proposals are not finalized,
parties to unremediated contracts, and the markets
more generally, face the potential for uncertainty,
disputes, litigation and market disruption.

Global regulatory reforms could require BlackRock to alter
its future business or operating activities, which could be
time-consuming and costly, increase regulatory
compliance costs, result in litigation, impede the
Company’s growth and cause its AUM, revenue and
earnings to decline. Regulatory reform may also impact
BlackRock’s clients, which could cause them to change
their investment strategies or allocations in manners that
may be adverse to BlackRock.

Regulatory reforms in the US expose BlackRock to
increasing regulatory scrutiny, as well as regulatory
uncertainty.

In recent years, a number of regulatory reforms have been
proposed or fully or partially implemented in the US, and
the level of regulatory scrutiny to which BlackRock is
subject has increased. These risks have been heightened
as the pace of regulatory rulemaking has intensified.
BlackRock, as well as its clients, vendors and distributors,
have expended resources and altered certain of their
business or operating activities to prepare for, address
and meet the requirements that such regulatory reforms
impose. While BlackRock is, and may become, subject to
numerous reform initiatives in the US, see Item 1,
Business – Regulation, key regulatory reforms that may
impact the Company include:

• Antitrust Rules and Guidance: In 2020, the FTC

proposed certain changes to rules enacted under the
Hart-Scott-Rodino Antitrust Improvements Act of
1976 (“HSR”) that require parties to certain
transactions to provide the FTC and the Antitrust
Division of the Department of Justice (the “DOJ”) prior
notice and observe a waiting period before
consummation of such transactions. The proposals
would: (1) require that investors aggregate holdings
in an issuer across all associated funds when
assessing HSR filing and exemption thresholds and
(2) create a new exemption for acquisitions resulting
in aggregate holdings of up to 10% of an issuer,
which would be unavailable to investors holding
interests of more than 1% in competing firms. If
enacted as drafted, the proposed aggregation
requirement could, absent applicable exemptions,
substantially increase BlackRock’s pre-merger
notification obligations, which may be costly, impair
funds’ ability to trade freely creating significant
tracking error and cash drag for index funds and
opportunity costs for actively managed funds, require
implementation of monitoring tools and introduce
additional compliance burdens for both BlackRock
and the companies in which it invests. In instances
where filing a pre-merger notification is not
practicable, the proposed changes may serve to limit
the size of BlackRock’s aggregate position in certain
issuers if BlackRock is unable to satisfy the revised
regulatory requirements. In 2021, the FTC voted to
withdraw its approval of the Vertical Merger
Guidelines, previously issued jointly with the DOJ. In
2022 the FTC and DOJ jointly released a request for
public comment on modernizing the agencies’
approach to the merger guidelines, including whether
to dispense with the guidelines’ traditional distinction
between the treatment of horizontal and vertical
mergers. Such changes could have an effect on the
ability of the Company to expand its services through
strategic investments or acquisitions.

• SEC Rulemakings for US Registered Funds and

Investment Advisers: The SEC has engaged in various
initiatives and reviews that seek to improve and
modernize the regulatory structure governing the
asset management industry and registered
investment companies. For example, in October 2022,
the SEC adopted rules requiring certain funds to
provide tailored fund shareholder reports and
proposed amendments expanding the scope of the
application of the rule governing fund names,
including to, among other things, fund names that
include ESG or similar terms.

• Designation as a Systemically Important Financial
Institution (“SIFI”): The FSOC has the authority to
designate nonbank financial institutions as SIFIs in
the US under the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010. In July 2014, the
FSOC pivoted from an entity-specific approach and
indicated that it would focus on a products and
activities-based approach to designation in
connection with addressing potential risks in the
financial system related to asset management, which
was re-affirmed in December 2019 guidance.
However, recent public reports and statements by
FSOC members have suggested a willingness to
support a repeal or amendment to certain parts of the
2019 guidance to provide the FSOC more flexibility to
designate nonbank financial institutions as SIFIs. If
BlackRock is designated as a SIFI, it could become
subject to enhanced regulatory requirements and
direct supervision by the Federal Reserve.

• SEC Rules Governing Security-Based Swaps: In
December 2021, the SEC proposed rules in
connection with security-based swaps (“SBS”)
transactions to require public reporting of large SBS
positions. These rules, if adopted as proposed, may
affect the types of transactions BlackRock may
choose to execute in SBS or other SBS-related assets,
introduce or increase costs relating to such
transactions, and impact the liquidity in the SBS
markets in which BlackRock transacts.

• SEC Proposed Rules on Private Fund Advisers: During
2022, the SEC proposed new rules and amendments
to enhance regulation of private fund advisors. These
include a series of proposed amendments to Form PF
for registered investment advisers that: (1) add new
required disclosures, (2) require advisers to file
reports within one business day for certain significant
events, (3) lower the threshold for large private equity
adviser reporting, (4) increase reporting obligations
on large liquidity fund advisers, and (5) enhance
reporting on basic information about advisers and the
funds they advise. The SEC proposed additional rules
that would, among other things, require registered
private fund advisers to: (1) provide quarterly reports
to investors of fund performance, fees and expenses,
(2) obtain an annual audit for each fund and
(3) distribute to investors a fairness opinion and
summary of certain material business relationships
with the opinion provider in connection with an
adviser-led secondary transaction. The proposed
rules would also prohibit private fund advisers from
engaging in certain activities and practices deemed to
be contrary to the public interest and investor
protection, providing certain types of preferential
terms for selected investors and providing any other

forms of preferential treatment unless disclosed.
These rules and amendments, if adopted as proposed,
could significantly increase BlackRock’s reporting,
disclosure and compliance obligations and create
operational complexity for BlackRock’s alternatives
products.

• SEC Rule 15c2-11: Rule 15c2-11 governs the

submission of quotes into quotation systems by
broker-dealers and has historically been applied to
the OTC equity markets. However, the SEC has stated
that it intends to apply the rule to fixed income
securities. While SEC staff issued additional no-
action relief in November 2022 delaying
implementation of the rule to segments of the fixed
income markets until 2025, full implementation may
disrupt primary and secondary market liquidity.

• Proposed Rules on Regulation ATS: In January 2022,
the SEC proposed amendments to Regulation ATS.
The proposed rules would expand the types of
systems that could fall within the definition of
“exchange” and extend Regulation ATS and
Regulation Systems Compliance and Integrity to
systems involving US government securities trading.
If enacted as proposed, these rules may impact
certain functionality and tools offered by Aladdin,
which may increase compliance costs for BlackRock.

• Proposed US Treasury Clearing Mandate: In

September 2022, the SEC proposed rules that would
mandate central clearing of certain US Treasury
transactions. If enacted as proposed, the rules would
require many market participants, including a large
number of BlackRock funds and accounts, to clear
cash Treasury securities transactions and Treasury
repurchase transactions through a clearing agency
registered with the SEC, which could result in
increased transaction costs for our clients.

Regulatory reforms in the US could require BlackRock to
alter its future business or operating activities, which
could be time-consuming and costly, increase regulatory
compliance costs, result in litigation, impede the
Company’s growth and cause its AUM, revenue and
earnings to decline. Regulatory reform may also impact
BlackRock’s clients, which could cause them to change
their investment strategies or allocations in manners that
may be adverse to BlackRock.

International regulatory reforms expose BlackRock and
its clients to increasing regulatory scrutiny, as well as
regulatory uncertainty.

BlackRock’s business and operating activities are subject
to increasing regulatory oversight outside of the US and
the Company may be affected by several proposed or
implemented reform initiatives in the EMEA and the Asia-
Pacific regions, as well as volatility associated with
international regulatory uncertainty. While BlackRock is,
and may become, subject to numerous reform initiatives
internationally, see Item 1, Business – Regulation, key
reforms in these regions include:

European Union

• EU Market Access and Outsourcing: The EU

legislature continues to consider proposals amending
both the Alternative Investment Fund Managers
Directive (“AIFMD”) and Directive on Undertakings for

32

33

Collective Investment in Transferable Securities fund
frameworks. The proposed changes remain broadly
consistent with the current regulatory framework but
with increased notification requirements to national
regulators and the European Securities and Markets
Authority (“ESMA”), enhanced liquidity management
requirements and new requirements for loan
originating funds. There is also a proposal to require
notification for instances of significant delegation of
portfolio management or risk management functions
to entities located outside the EU. ESMA would then
be required to present market analysis and
supervisory peer review every two years to the
European Parliament (“EP”). These proposals and any
further regulatory actions could impact delegated
activities, increase compliance costs and impact
products and services offered to EU clients.

• Enhanced Regulatory Scrutiny of Technology Service

Providers to Financial Services Firms: The EU’s Digital
Operational Resilience Act (“DORA”), which focuses
on direct regulation of providers and users of
technology and data services, entered into force in
January 2023, with the requirements expected to
become applicable in January 2025. DORA will,
among other things: (1) introduce additional
governance, risk management, incident reporting,
resilience testing and information sharing
requirements to several of BlackRock’s European
entities and certain Aladdin clients; and (2) subject
Aladdin to broad additional oversight. In parallel with
DORA, the UK has signaled its intention to provide
HMT powers to designate certain third parties to the
financial sector as “critical” and subject them to
oversight by UK regulators. This regime is expected to
build on existing UK requirements regarding firms’
operational resilience and use of technology.

• Central Securities Depository Regulation: Aspects of
the settlement discipline regime introduced by the
Central Securities Depository Regulation came into
effect in February 2022. These include rules for trade
allocation and confirmation processing, along with
cash penalties for failed transactions. However, the
mandatory buy-in regime is delayed to June 2025.
Implementation of the regime required new
operational mechanisms to facilitate compliance,
which may increase required resources and cost.

United Kingdom

• Review of Retained EU Law: Under the Financial

Services and Markets Bill (the “FSM Bill”) introduced
in July 2022, retained EU law relating to financial
services and markets will be revoked and UK financial
regulators will be delegated substantial rulemaking
powers to amend and restate such retained laws.
Several UK regimes are currently subject to regulatory
changes as the UK considers changes to retained EU
rules following the UK’s exit from the EU, including
the Wholesale Markets Review of the revised Markets
in Financial Instruments Directive and Markets in
Financial Instruments Regulation frameworks,
consumer disclosures, and the regime for non-UK-
based funds that are recognized for sale into the UK,
which is also currently under government review.

• Overseas Fund Regime (“OFR”): The OFR, the

simplified regime through which non-UK funds can
register with the FCA to be marketed to UK retail
investors, was enacted in February 2022 and is
expected to be implemented over the next two years.
The OFR will require consumer protection regimes in
EU countries where BlackRock funds are domiciled to
be found equivalent to the UK’s regime in order to
market such funds in the UK.

• Conduct Regulation: The FCA continues to focus on

conduct regulation, including the implementation of
the Consumer Duty by all asset management firms,
including BlackRock’s UK subsidiaries. The Consumer
Duty rules require firms to act to deliver good
outcomes for retail customers in their manufacture
and distribution of products and services, in respect
of price and value, consumer understanding and
consumer support. The rules are expected to come
into force in July 2023. Any failure to meet the FCA’s
regulatory expectations could expose BlackRock to
regulatory sanctions and increased reputational risk.

• Edinburgh Reforms: In December 2022, the UK

announced wide-ranging reforms to financial services
regulation which build on the FSM Bill, marking
further potential divergence from EU regimes.
Potential impacts to the asset management sector
include: (1) repeal and replacement of the packaged
retail and insurance based investment products
(“PRIIPs”) Regulation; (2) review of the UK’s green
finance strategy, including potential regulation of
ESG data providers; (3) review of governance through
the Senior Managers and Certification Regime;
(4) repeal of EU legislation on the European Long-
Term Investment Fund; (5) market infrastructure
reforms; (6) reassessment of the boundary between
investment advice and financial guidance; and
(7) independent review of the UK investment research
landscape.

Asia-Pacific

• Regulatory Environment in China: The Company’s
operations in China are subject to a number of
regulatory risks, including an evolving regulatory
environment and complex data security and data
transfer regulations. These factors may increase
compliance risk and costs, limit the Company’s ability
to source and execute new investment opportunities
and lead to impairment losses on its investments.
Restrictions on the transfer of the Company’s Chinese
onshore data to offshore entities also may limit
BlackRock’s ability to aggregate, report and monitor
such data on its global platform. In addition, a
number of regulators in China have jurisdiction over
BlackRock’s business operations, increasing
operational and regulatory engagement complexity.
These risks may be further heightened by additional
scrutiny by Chinese regulators of certain sectors,
such as technology and other industries that might
be deemed to be of national importance.

International regulatory reforms could require BlackRock
to alter its future business or operating activities, which
could be time-consuming and costly, increase regulatory
compliance costs, result in litigation, impede the
Company’s growth and cause its AUM, revenue and
earnings to decline. Regulatory reform may also impact

BlackRock’s clients, which could cause them to change
their investment strategies or allocations in manners that
may be adverse to BlackRock.

Legal proceedings may cause the Company’s AUM,
revenue and earnings to decline.

BlackRock is subject to a number of sources of potential
legal liability and the Company, certain of the investment
funds it manages and certain of its subsidiaries and
employees have been named as defendants in various
legal actions, including arbitrations, class actions and
other litigation arising in connection with BlackRock’s
activities. Certain of BlackRock’s subsidiaries and
employees are also subject to periodic examination,
special inquiries and potential proceedings by regulatory
authorities, including the Securities and Exchange
Commission, Office of the Comptroller of the Currency
(“OCC”), Department of Labor, Commodity Futures
Trading Commission, Financial Conduct Authority,
Commission de Surveillance du Secteur Financial and
Federal Reserve. Similarly, from time to time, BlackRock
receives subpoenas or other requests for information from
various US state and federal as well as non-US
governmental and regulatory authorities in connection
with certain industry-wide, company-specific or other
investigations, proceedings or litigations. These
examinations, inquiries and proceedings have in the past
and could in the future, if compliance failures or other
violations are found, cause the relevant governmental or
regulatory authority to institute proceedings and/or
impose sanctions for violations. Any such action may also
result in litigation by investors in BlackRock’s funds, other
BlackRock clients or BlackRock’s shareholders. Such legal
proceedings could harm the Company’s reputation and
may cause its AUM, revenue and earnings to decline,
potentially harm the investment returns of the applicable
fund, or result in the Company being liable for damages.

In addition, when clients retain BlackRock to manage their
assets or provide them with products or services, they
typically specify contractual requirements or guidelines
that BlackRock must observe in the provision of its
services. A failure to comply with these guidelines or
requirements could expose BlackRock to lawsuits, harm its
reputation or cause clients to withdraw assets or terminate
contracts.

Damage to BlackRock’s reputation may harm its
business.

BlackRock’s reputation is critical to its relationships with
its clients, employees, shareholders and business
partners. BlackRock’s reputation may be harmed by,
among other factors, regulatory, enforcement or other
governmental actions, technology or operational failures,
poor investment performance, ineffective management or
monitoring of key third-party relationships, ransomware or
other cybersecurity incidents, privacy incidents, employee
errors or misconduct, failures to manage risks or conflicts
of interest, or legal actions related to BlackRock or its
products and services. In addition, BlackRock’s business,
scale and investments subject it to significant media
coverage and increasing attention from a broad range of
stakeholders. This heightened scrutiny has resulted in
negative publicity and adverse actions for BlackRock and
may continue to do so in the future. For example, different
stakeholder groups have divergent views on ESG-related

matters, including in the countries in which BlackRock
operates and invests, as well as in states and localities
where BlackRock serves public sector clients. This
divergence has and continues to increase the risk that any
perceived or actual action or lack thereof by BlackRock on
such matters will be viewed differently by various
stakeholders and adversely impact BlackRock’s reputation
and business, including through redemptions or
terminations by clients, and legal and governmental
action and scrutiny. BlackRock’s global presence and
investments on behalf of its clients around the world could
also lead to heightened scrutiny and criticism in an
increasingly fragmented geopolitical landscape. For
example, BlackRock has received criticism from some
stakeholders because of its operations and investments
on behalf of clients in certain countries, including China.
These criticisms could adversely impact BlackRock’s
reputation and business. In addition, the increasing
popularity of social media and non-mainstream Internet
news sources may lead to faster and wider dissemination
of adverse publicity or inaccurate information about
BlackRock, making effective remediation more difficult.
Damage to BlackRock’s reputation may impact
BlackRock’s ability to attract and retain clients, employees,
shareholders and business partners, which may cause its
AUM, revenue and earnings to decline.

A failure to effectively manage potential conflicts of
interest could result in litigation or enforcement actions
and/or adversely affect BlackRock’s business and
reputation, which may cause BlackRock’s AUM, revenue
and earnings to decline.

As a global investment management firm that provides
investment and technology services to a diverse range of
clients, the Company must routinely address and manage
conflicts of interest, as well as the perception of conflicts
of interest, between itself and its clients, employees or
vendors. While BlackRock has policies, controls and
disclosure protocols in place to manage and address
potential conflicts of interest, identifying and mitigating
conflicts of interest can be complex and is the subject of
increasing regulatory and media scrutiny. It is possible
that actual, potential or perceived conflicts could give rise
to investor or client dissatisfaction, adverse publicity,
litigation or enforcement actions. In particular,
BlackRock’s broad range of investment, advisory and
technology offerings, and its focus on providing clients
with whole portfolio solutions, may result in clients
working with multiple BlackRock businesses and/or
BlackRock being engaged by institutions that have a
nexus to industries or jurisdictions in which BlackRock
operates, which may increase the potential for actual or
perceived conflicts of interest and improper information
sharing. To the extent that BlackRock fails, or appears to
fail, to deal appropriately with any conflict of interest, it
may face adverse publicity, reputational damage,
litigation, regulatory proceedings, client attrition,
penalties, fines and/or sanctions, any of which may cause
BlackRock’s AUM, revenue and earnings to decline.

A subsidiary of BlackRock is subject to US banking
regulations that may limit its business activities.

BlackRock’s trust bank subsidiary, which is a national
banking association chartered by the OCC, is subject to
OCC regulation and capital requirements that may limit its
business activities. The OCC has broad supervisory and

34

35

EU, certain Member States have also enacted similar FTTs
and the EC has proposed legislation to harmonize these
taxes and provide for the adoption of EU-level legislation
applicable to some (but not all) EU Member States. If
enacted as proposed, FTTs could have an adverse effect
on BlackRock’s financial results and clients’ performance
results.

The Organisation for Economic Cooperation and
Development (“OECD”) has proposed certain international
tax reforms, which, among other things, would (1) shift
taxing rights to the jurisdiction of the consumer and
(2) establish a global minimum tax for multinational
companies of 15%. In December 2022, EU member states
agreed to adopt the OECD’s minimum tax rules, which are
expected to begin going into effect in 2024. Several other
countries, including the UK, are also considering changes
to their tax law to implement the OECD’s minimum tax
proposal. As a result of these developments, the tax laws of
certain countries in which we do business could change,
and any such changes could increase our tax liabilities.

The application of tax regulations involves numerous
uncertainties, and in the normal course of business US
and non-US tax authorities may review and challenge tax
positions adopted by BlackRock. These challenges may
result in adjustments to, or impact the timing or amount
of, taxable income, deductions or other tax allocations,
which may adversely affect BlackRock’s effective tax rate
and overall financial condition. Similarly, the Company
manages assets in products and accounts that have
investment objectives which may conform to tax positions
adopted by BlackRock or to specific tax rules. To the extent
there are changes in tax law or policy, or regulatory
challenges to tax positions adopted by BlackRock, the
value or attractiveness of such investments may be
diminished and BlackRock may suffer financial or
reputational harm.

Item 1B. Unresolved Staff
Comments

The Company has no unresolved comments from the
Securities and Exchange Commission (“SEC”) staff
relating to BlackRock’s periodic or current reports filed
with the SEC pursuant to the Exchange Act.

Item 2. Properties

BlackRock’s new principal office, which is leased, is
located at 50 Hudson Yards, New York, New York, with
occupancy beginning in December 2022. In addition,
BlackRock continues to lease the office space for its prior
principal office located at 55 East 52nd Street, New York,
New York as well as 40 East 52nd Street and 49 East 52nd
through April 2023 when the leases expire. BlackRock
leases additional office space throughout the world,
including Atlanta, Belgrade (Serbia), Budapest, Edinburgh,
Gurgaon (India), Hong Kong, London, Mumbai (India),
Princeton (New Jersey), San Francisco, Singapore. The
Company also owns an 84,500 square foot office building
in Wilmington, Delaware and a 43,000 square foot data
center in Amherst, New York.

Item 3. Legal Proceedings

For a discussion of the Company’s legal proceedings, see
Note 16. Commitments and Contingencies, in the notes to
the consolidated financial statements contained in Part II,
Item 8.

Item 4. Mine Safety Disclosures

Not applicable.

enforcement authority over BlackRock’s trust bank.
Having a subsidiary subject to banking regulation may put
BlackRock at a competitive disadvantage because certain
of its competitors are not subject to the limitations
imposed by such regulation.

The implications of complying with threshold limits and/
or any failure to comply with ownership reporting
requirements could result in harm to BlackRock’s
reputation, impact the performance of certain BlackRock
funds and may cause its AUM, revenue and earnings to
decline.

Of note among the various regulations to which BlackRock
is subject are the extensive and increasingly stringent
regulatory reporting requirements that necessitate the
monitoring and reporting of issuer exposure levels
(thresholds) across the holdings of managed funds and
accounts and those of the Company. The specific triggers
and the reporting methods that these threshold filings
entail vary significantly by regulator and across
jurisdictions. BlackRock continues to invest in technology,
training and its employees to further enhance its
monitoring and reporting functions. Despite these
investments, the complexity of the various threshold
reporting requirements combined with the breadth of the
assets managed by the Company and high volume of
securities trading have caused errors and omissions to
occur in the past and pose a risk that errors or omissions
may occur in the future. Any such errors may expose
BlackRock to monetary penalties or other sanctions, which
could have an adverse effect on BlackRock’s reputation
and may cause its AUM, revenue and earnings to decline.

Moreover, as BlackRock’s business grows it is becoming
subject to a greater number of regulatory, industry-level or
issuer-specific threshold limits that may prevent
BlackRock from holding positions in certain equity
securities, securities convertible into equity securities or
futures contracts in excess of certain thresholds. Although
BlackRock is actively engaged in regulatory, issuer-
specific and structural initiatives to create additional
investment capacity, threshold limits may nonetheless
prevent the purchase of certain securities which may, in
turn, impact the performance of certain BlackRock index
funds by increasing tracking error relative to the funds’
benchmarks and impact the performance of certain
BlackRock actively managed funds by preventing them
from taking advantage of alpha generating opportunities.

BlackRock has been the subject of commentary citing
concerns about the scale of its index investing business,
as well as purported competition issues relating to the
common ownership theory.

As a leader in the index investing and asset management
industry, BlackRock has been the subject of commentary
citing concerns about the growth of index investing and
concentrated proxy voting power. Some commentators
have argued that continued growth of index funds has the
potential to impact stock market competitiveness by
exacerbating stock price moves and market volatility.
Some commentators, regulators and lawmakers have also
argued that index managers have accumulated outsized
influence through the proxy voting power their clients
have assigned them. Some have proposed limitations on
the ability of index fund managers to vote on behalf of
their clients, or that voting and engagement on certain

topics should trigger changes in regulatory status.
Additional commentary focuses on the common
ownership theory, an academic theory stating that
minority ownership of multiple companies within a single
industry by the same investor leads to anticompetitive
effects. This theory purports to link aggregated equity
positions in certain industries with higher consumer
prices and executive compensation and lower wages and
employment rates, among other things. In the US, the FTC
cited common ownership as a disqualifying factor in a
proposed exemption from pre-merger notification rules
and as a consideration underlying its consultation on
rules applying to acquisitions of voting securities by
investment entities. In 2021, the FTC identified common
ownership as a key enforcement area and passed a
resolution empowering individual commissioners to
investigate shareholder conduct in connection with
common ownership. In 2022, the FTC and Antitrust
Division of the DOJ solicited public input on changes to
their merger guidelines, including a question on whether
the guidelines’ approach to common ownership is
adequate. Common ownership may be given greater
consideration in FTC and DOJ investigations, studies, rule
proposals, policy decisions and/or the scrutiny of mergers
and acquisitions. The debate on common ownership is still
on the agenda of competition regulators globally, and
common ownership may continue to be a consideration
for the European Commission (“EC”), among others,
including in the assessment of mergers and
investigations. For example, EC and EP reports in 2020
suggested that more evidence was required on the impact
of common ownership on competition, and a committee of
the Australian House of Representatives held an inquiry in
2021 on the implications of common ownership and
capital concentration on Australian companies and
markets. There is substantial literature casting doubt on
the assumptions, data, methodology and conclusions
associated with the common ownership theory and
competition regulators, including at the FTC and the UK
Competition & Markets Authority, have acknowledged that
the debate around the theory remains unsettled.
Nevertheless, some commentators have proposed
remedies, including limits on the ownership stakes of
common owners that, if enacted into policy, could have a
negative impact on the capital markets, as well as increase
costs and limit the availability of products for investors.
Such policy solutions could, in turn, adversely affect
BlackRock.

New tax legislation or changes to existing US and non-US
tax laws, treaties and regulations or challenges to
BlackRock’s historical taxation practices may adversely
affect BlackRock’s effective tax rate, business and overall
financial condition.

BlackRock’s businesses may be directly or indirectly
affected by tax legislation and regulation, or the
modification of existing tax laws, by US or non-US tax
authorities. In the US, the Inflation Reduction Act of 2022
(“IRA”) introduced new provisions including a corporate
book minimum tax and an excise tax on net stock
repurchases. BlackRock does not expect the IRA to have a
material impact on its consolidated financial statements.
In addition, legislation at both the US federal and state
level has been previously proposed to enact a financial
transaction tax (“FTT”) on stocks, bonds and a broad range
of financial instruments and derivative transactions. In the

36

37

PART II

The following table sets forth for the periods indicated the
dividends declared per share for the common stock as
reported on the NYSE:

Item 5. Market for Registrant’s
Common Equity, Related
Stockholder Matters and Issuer
Purchases of Equity Securities

BlackRock’s common stock is listed on the NYSE and is
traded under the symbol “BLK”. At the close of business on
January 31, 2023, there were 215 common stockholders
of record. Common stockholders include institutional or
omnibus accounts that hold common stock for many
underlying investors.

2022

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

2021

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Cash
Dividend
Declared

$4.88

$4.88

$4.88

$4.88

$4.13

$4.13

$4.13

$4.13

The closing price of BlackRock’s common stock as of
February 23, 2023 was $691.84.

DIVIDENDS

On January 25, 2023, the Board of Directors approved
BlackRock’s quarterly dividend of $5.00 per share to be
paid on March 23, 2023 to stockholders of record at the
close of business on March 7, 2023.

ISSUER PURCHASES OF EQUITY SECURITIES

During the three months ended December 31, 2022, the Company made the following purchases of its common stock,
which is registered pursuant to Section 12(b) of the Exchange Act.

October 1, 2022 through October 31, 2022

November 1, 2022 through November 30, 2022

December 1, 2022 through December 31, 2022

Total

Total
Number of
Shares
Purchased(1)

284,714

426,524

43,521

Average
Price Paid
per Share

$605.74

$705.35

$713.77

754,759

$668.26

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

282,897

425,198

40,064

748,159

Maximum
Number of
Shares That
May Yet Be
Purchased
Under the
Plans or
Programs(2)

1,374,415

949,217

909,153

(1) Consists of purchases made by the Company primarily to satisfy income tax withholding obligations of employees and members of the Company’s Board of Directors related to the vesting of

certain restricted stock or restricted stock unit awards and purchases made by the Company as part of the share repurchase program that the Company announced in July 2010, which initially
authorized the repurchase of 5.1 million shares with no stated expiration.

(2)

In January 2023, the Company announced that the Board of Directors authorized the repurchase of an additional seven million shares under the Company’s existing share repurchase program,
for a total of up to approximately 7.9 million shares of BlackRock common stock.

Item 6. [Reserved]

Item 7. Management’s Discussion
and Analysis of Financial Condition
and Results of Operations

FORWARD-LOOKING STATEMENTS

This report, and other statements that BlackRock may
make, may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act,
with respect to BlackRock’s future financial or business
performance, strategies or expectations. Forward-looking
statements are typically identified by words or phrases
such as “trend,” “potential,” “opportunity,” “pipeline,”
“believe,” “comfortable,” “expect,” “anticipate,” “current,”
“intention,” “estimate,” “position,” “assume,” “outlook,”
“continue,” “remain,” “maintain,” “sustain,” “seek,”
“achieve,” and similar expressions, or future or conditional
verbs such as “will,” “would,” “should,” “could,” “may” and
similar expressions.

BlackRock cautions that forward-looking statements are
subject to numerous assumptions, risks and uncertainties,
which change over time. Forward-looking statements
speak only as of the date they are made, and BlackRock
assumes no duty to and does not undertake to update
forward-looking statements. Actual results could differ
materially from those anticipated in forward-looking
statements and future results could differ materially from
historical performance.

BlackRock has previously disclosed risk factors in its
Securities and Exchange Commission (“SEC”) reports.
These risk factors and those identified elsewhere in this
report, among others, could cause actual results to differ
materially from forward-looking statements or historical
performance and include: (1) a pandemic or health crisis,
including the COVID-19 pandemic, and its continued
impact on BlackRock’s products, clients, vendors and
employees, and BlackRock’s results of operations; (2) the
introduction, withdrawal, success and timing of business
initiatives and strategies; (3) changes and volatility in
political, economic or industry conditions, the interest rate
environment, foreign exchange rates or financial and
capital markets, which could result in changes in demand
for products or services or in the value of assets under
management (“AUM”); (4) the relative and absolute
investment performance of BlackRock’s investment
products; (5) BlackRock’s ability to develop new products
and services that address client preferences; (6) the
impact of increased competition; (7) the impact of future
acquisitions or divestitures; (8) BlackRock’s ability to
integrate acquired businesses successfully; (9) the
unfavorable resolution of legal proceedings; (10) the
extent and timing of any share repurchases; (11) the
impact, extent and timing of technological changes and
the adequacy of intellectual property, data, information
and cybersecurity protection; (12) attempts to circumvent
BlackRock’s operational control environment or the
potential for human error in connection with BlackRock’s
operational systems; (13) the impact of legislative and
regulatory actions and reforms, regulatory, supervisory or
enforcement actions of government agencies and
governmental scrutiny relating to BlackRock; (14) changes
in law and policy and uncertainty pending any such
changes; (15) any failure to effectively manage conflicts of

interest; (16) damage to BlackRock’s reputation;
(17) geopolitical unrest, terrorist activities, civil or
international hostilities, including the war between Russia
and Ukraine, and natural disasters, which may adversely
affect the general economy, domestic and local financial
and capital markets, specific industries or BlackRock;
(18) climate-related risks to BlackRock’s business,
products, operations and clients; (19) the ability to attract,
train and retain highly qualified and diverse professionals;
(20) fluctuations in the carrying value of BlackRock’s
economic investments; (21) the impact of changes to tax
legislation, including income, payroll and transaction
taxes, and taxation on products or transactions, which
could affect the value proposition to clients and, generally,
the tax position of the Company; (22) BlackRock’s success
in negotiating distribution arrangements and maintaining
distribution channels for its products; (23) the failure by
key third-party providers of BlackRock to fulfill their
obligations to the Company; (24) operational,
technological and regulatory risks associated with
BlackRock’s major technology partnerships; (25) any
disruption to the operations of third parties whose
functions are integral to BlackRock’s exchange-traded
funds (“ETF”) platform; (26) the impact of BlackRock
electing to provide support to its products from time to
time and any potential liabilities related to securities
lending or other indemnification obligations; and (27) the
impact of problems at other financial institutions or the
failure or negative performance of products at other
financial institutions.

OVERVIEW

BlackRock, Inc. (together, with its subsidiaries, unless the
context otherwise indicates, “BlackRock” or the
“Company”) is a leading publicly traded investment
management firm with $8.6 trillion of AUM at
December 31, 2022. With approximately 19,800
employees in more than 30 countries, BlackRock provides
a broad range of investment and technology services to
institutional and retail clients in more than 100 countries
across the globe. For further information see Note 1,
Business Overview, and Note 27, Segment Information, in
the notes to the consolidated financial statements
contained in Part II, Item 8.

The following discussion includes a comparison of
BlackRock’s results for 2022 and 2021. For a discussion of
BlackRock’s results for 2020 and a comparison of results
for 2021 and 2020, see Item 7, Management’s Discussion
and Analysis of Financial Condition and Results of
Operations, of the Company’s Annual Report on Form 10-K
for the year ended December 31, 2021, which was filed
with the SEC on February 25, 2022.

Certain prior period presentations and disclosures, while
not required to be recast, were reclassified to ensure
comparability with current period classifications.

B u s ines s Out lo o k

BlackRock’s strategy continues to be guided by the
Company’s clients’ needs and focus on the long-term,
which the Company believes better enables it to deliver
durable returns for shareholders and create value for all of
its stakeholders.

38

39

BlackRock’s framework for long-term shareholder value
creation is predicated on generating differentiated organic
growth, leveraging scale to increase operating margins
over time, and returning capital to shareholders on a
consistent basis. BlackRock’s diversified platform, in terms
of style, product, client and geography, enables it to
generate more stable cash flows through market cycles,
positioning BlackRock to invest for the long-term by
striking an appropriate balance between investing for
future growth and prudent discretionary expense
management.

BlackRock’s investment management revenue is primarily
comprised of fees earned as a percentage of AUM and, in
some cases, performance fees, which are normally
expressed as a percentage of fund returns to the client.
Numerous factors, including price movements in the
equity, debt or currency markets, or in the price of real
assets, commodities or alternative investments in which
BlackRock invests on behalf of clients, and BlackRock’s
ability to maintain strong investment performance, could
impact BlackRock’s AUM, revenue and earnings.

During 2022, BlackRock voluntarily waived a portion of its
management fees on certain money market funds to
ensure that they maintained a minimum level of daily net
investment income. These waivers resulted in a reduction
of management fees of approximately $72 million in 2022,
a portion of which was partially offset by a reduction of
BlackRock’s distribution and servicing costs paid to
financial intermediaries.

Approximately 50% of these gross fee waivers are
generally shared with distributors, reducing the impact on
operating income. These waivers ceased following rate
hikes by the Bank of England and the United States (“US”)
Federal Reserve in March 2022.

Recently, central banks globally have raised interest rates
in an effort to moderate inflation. BlackRock’s business is
directly and indirectly affected by changes in global
interest rates. Changes in global interest rates may cause
BlackRock’s AUM to fluctuate and introduce volatility to
the Company’s base fees, net income and operating cash
flows. BlackRock’s business may also be impacted by
governmental changes, as well as potential regulations,
foreign and trade policies and fiscal spending that may
arise as a result of such changes. See Part I, Item 1A—Risk
Factors herein for information on the possible future
effects of changes in global interest rates and
governmental changes on the Company’s results.

BlackRock manages $2.5 trillion in fixed income assets,
nearly two-thirds of which are owned by institutions for
strategic or liability-matching purposes. BlackRock
believes it is well positioned for a higher rate environment
due to the breadth, diversification and investment
performance of its fixed income platform which
encompasses active, exchange-traded funds (“ETFs”) and
non-ETF index fixed income products, and a range of
strategies, including unconstrained, high yield, total
return and short-duration.

BlackRock manages $4.4 trillion of equity assets across
markets globally. Beta divergence between equity markets,
where certain markets perform differently than others,
may lead to an increase in the proportion of BlackRock
AUM weighted toward lower fee equity products, resulting

in a decline in BlackRock’s effective fee rate. Divergent
market factors may also erode the correlation between the
growth rates of AUM and investment advisory and
administration fees (collectively “base fees”) and
securities lending revenue.

BlackRock’s highly diversified multi-product platform was
created to meet client needs in all market environments
and provide clients with choice in how they seek to achieve
their unique financial goals. BlackRock is positioned to
provide alpha-seeking active, index and cash
management investment strategies across asset classes
and geographies. In addition, BlackRock leverages its
world-class risk management, analytics and technology
capabilities, including the Aladdin platform, on behalf of
clients. BlackRock serves a diverse mix of institutional and
retail clients across the globe, as well as investors in ETFs,
maintaining differentiated client relationships and a
fiduciary focus. The diversity of BlackRock’s platform
facilitates the generation of organic growth in various
market environments, and as client preferences evolve.
BlackRock’s long-term strategy remains to keep alpha at
the heart of BlackRock; accelerate growth in ETFs, illiquid
alternatives, and technology; deliver whole portfolio
solutions and become the global leader in sustainable
investing.

BlackRock is a $2.3 trillion active manager, with the active
platform reflecting global reach, interconnectivity across
teams and regions, growing data and insights, integrated
technology and risk management and scalable processes –
all of which the Company believes enables it to deliver
more consistent outcomes for clients over the long-term.

The index investing industry has been growing rapidly –
with ETFs as a major beneficiary – driven by structural
tailwinds including the migration from commission-based
to fee-based wealth management, growth in model
portfolios, clients’ focus on value for money, the use of
ETFs as alpha tools and the modernization of the bond
market. BlackRock’s ETF growth strategy is centered on
increasing scale and pursuing global growth themes in
client and product segments, including Core, Strategic,
which includes Fixed Income, Factors, Sustainable and
Thematic ETFs, and Precision Exposures.

Clients are also increasing their allocations to private
markets as they search for diversification and higher
returns. BlackRock has built a broad illiquid alternatives
platform with $118 billion of AUM across infrastructure,
private credit, real estate and private equity to meet this
demand. As of December 31, 2022, BlackRock has
approximately $34 billion of committed capital to deploy
for institutional clients in a variety of alternatives
strategies, and remains confident in its ability to
accelerate growth as a leader in private markets.
BlackRock also manages $81 billion in liquid alternatives,
as well as $86 billion in liquid credit strategies, included
within fixed income AUM.

BlackRock continues to invest in technology services
offerings, which enhance the ability to manage portfolios
and risk, effectively serve clients and operate efficiently.
Anticipated industry consolidation and regulatory
requirements should continue to drive demand for holistic
and flexible technology solutions. BlackRock continues to
evolve and enable clients to further simplify their
operating infrastructure with Aladdin. Clients increasingly

want to tailor how they use Aladdin to meet their specific
needs, and BlackRock is providing them with choice and
flexibility. BlackRock is creating connectivity with
ecosystem providers and third-party technology solutions,
which include asset servicers, cloud providers, digital
asset platforms, trading systems and others, who can work
with clients in their Aladdin environments to provide a
more customized and seamless end-to-end experience.
BlackRock is also investing to scale Aladdin for its next leg
of growth through the substantially complete migration of
Aladdin from BlackRock-hosted data centers to the cloud.
This is expected to bring enhanced capabilities to
BlackRock and its Aladdin clients, accelerating innovation
and supporting greater computing scale and flexibility for
clients. Through this migration as well as BlackRock’s
strategic partnership with Snowflake, an industry-leader in
cloud enabled data technology, the Company is building
Aladdin Data Cloud, a next generation solution that brings
Aladdin and non-Aladdin data together, so clients can
nimbly access and use data across their organization
unlocking their full potential for collaboration, creativity,
and innovation.

As the asset management landscape shifts globally from
individual product selection to a whole-portfolio approach,
BlackRock’s strategy is focused on creating outcome-
oriented client solutions for both retail investors and
institutions. This includes having a diverse platform of
alpha-seeking active, index and alternative products, as

well as enhanced distribution and portfolio construction
technology offerings. Digital wealth tools are an important
component of BlackRock’s retail strategy, as BlackRock
scales and customizes model portfolios, extends Aladdin
Wealth and digital wealth partnerships globally, and helps
advisors build better portfolios through portfolio
construction and risk management, powered by Aladdin.
BlackRock has seen strong momentum in outsourcing
solutions among institutional clients, including the
funding of several significant mandates in 2022, and
anticipates continued outsourcing opportunities in the
future.

Across BlackRock, many clients are focusing on the
impact of sustainability factors on their portfolios. This
shift has been driven by an increased understanding of
how sustainability-related factors can affect economic
growth, asset values, and financial markets as a whole. As
a fiduciary, BlackRock is committed to providing clients
with choice and then executing in accordance with their
chosen objectives. BlackRock’s longstanding model of
choice helps clients build portfolios to match the
preferences and goals unique to each of them – for some
clients this includes investing in sustainable strategies.

BlackRock believes its strategy aligns with expected future
client demand for attractive yields in fixed income,
outsourcing solutions, ETFs, private markets and Aladdin
technology, which it expects will continue to shape growth
opportunities going forward.

EXECUTIVE SUMMARY

(in millions, except per share data)

GAAP basis:

Total revenue

Total expense

Operating income

Operating margin

Nonoperating income (expense), less net income (loss) attributable to noncontrolling interests

Income tax expense

Net income attributable to BlackRock

Diluted earnings per common share

Effective tax rate

As adjusted(1):

Operating income

Operating margin

Nonoperating income (expense), less net income (loss) attributable to noncontrolling interests

Net income attributable to BlackRock

Diluted earnings per common share

Effective tax rate

Other:

Assets under management (end of period)

Diluted weighted-average common shares outstanding

Shares outstanding (end of period)

Book value per share(2)

Cash dividends declared and paid per share

2022

2021

$

$

$

$

$

$

$

$

17,873

11,488

6,385

35.7%

89

1,296

5,178

33.97

20.0%

6,711

42.8%

89

5,391

35.36

$

$

$

$

$

$

$

$

19,374

11,924

7,450

38.5%

419

1,968

5,901

38.22

25.0%

7,747

46.8%

419

6,254

40.51

20.7%

23.4%

$8,594,485

$10,010,143

152.4

149.8

252.04

19.52

$

$

154.4

151.7

248.50

16.52

$

$

(1)

As adjusted items are described in more detail in Non-GAAPFinancialMeasures. Beginning in the first quarter of 2022, BlackRock updated the definitions of operating income, as adjusted,
operating margin, as adjusted, and net income attributable to BlackRock, Inc., as adjusted, to include new adjustments. Such measures have been recast for 2021 to reflect the inclusion of such
new adjustments. For further information, refer to Non-GAAPFinancialMeasuresor the Current Report on Form 8-K furnished on April 13, 2022.

(2)

Total BlackRock stockholders’ equity, divided by total shares outstanding at December 31 of the respective year-end.

40

41

20 22 Compared With 2021

GAAP. Operating income of $6.4 billion decreased
$1.1 billion and operating margin of 35.7% decreased
280 bps from 2021. Decreases in operating income and
operating margin reflected lower base fees, driven by the
negative impact of market beta and foreign exchange
movements, and lower performance fees, partially offset
by lower expense, including lower compensation and
benefits expense and the impact of $274 million of
product launch costs incurred in 2021. Operating income
for 2022 also included a restructuring charge of
$91 million from an initiative to modify the size and shape
of the workforce to align more closely with strategic
priorities.

Nonoperating income (expense) less net income (loss)
attributable to noncontrolling interests (“NCI”) decreased
$330 million from 2021, driven primarily by mark-to-
market losses on the Company’s un-hedged seed capital
and co-investment portfolios, partially offset by higher
noncash gains related to our strategic minority investment
in iCapital Network, Inc. (“iCapital”) in 2022.

Income tax expense for 2022 reflected $235 million of net
discrete tax benefits primarily related to stock-based
compensation awards that vested in 2022 and the
resolution of certain outstanding tax matters, and
$35 million of net noncash tax benefits related to the
revaluation of certain deferred income tax liabilities.
Income tax expense for 2021 included $126 million of
noncash net expense related to the revaluation of certain
deferred tax assets and liabilities as a result of legislation
enacted in the United Kingdom (“UK”) increasing its
corporate tax rate and state and local income tax changes.
Income tax expense for 2021 also included a $43 million
discrete tax benefit related to stock-based compensation
awards.

Diluted earnings per common share decreased $4.25, or
11%, from 2021, reflecting lower operating and
nonoperating income, partially offset by a lower effective
tax rate in 2022.

As Adjusted. Operating income of $6.7 billion decreased
$1.0 billion and operating margin of 42.8% decreased
400 bps from 2021. The pre-tax restructuring charge of
$91 million described above has been excluded from as
adjusted results for 2022. The impact of product launch
costs described above has been excluded from as
adjusted operating margin for 2022 and 2021.

Diluted earnings per common share decreased $5.15, or
13%, from 2021, reflecting lower operating and
nonoperating income, partially offset by a lower effective
tax rate in 2022. Income tax expense for 2022 and 2021
excluded the $35 million noncash net benefit and the

$126 million noncash net expense, respectively, described
above.

Beginning in the first quarter of 2022, BlackRock updated
the definitions of operating income, as adjusted, operating
margin, as adjusted, and net income attributable to
BlackRock, Inc., as adjusted, to include new adjustments.
Such measures have been recast for 2021 to reflect the
inclusion of such new adjustments. See Non-GAAP
Financial Measures for further information on as adjusted
items and the reconciliation to accounting principles
generally accepted in the United States (“GAAP”).

For further discussion of BlackRock’s revenue, expense,
nonoperating results and income tax expense, see
Discussion of Financial Results herein.

NON-GAAP FINANCIAL MEASURES

BlackRock reports its financial results in accordance with
GAAP; however, management believes evaluating the
Company’s ongoing operating results may be enhanced if
investors have additional non-GAAP financial measures.
Adjustments to GAAP financial measures (“non-GAAP
adjustments”) include certain items management deems
nonrecurring or that occur infrequently, transactions that
ultimately will not impact BlackRock’s book value or
certain tax items that do not impact cash flow.
Management reviews non-GAAP financial measures, in
addition to GAAP financial measures, to assess ongoing
operations and considers them to be helpful, for both
management and investors, in evaluating BlackRock’s
financial performance over time. Management also uses
non-GAAP financial measures as a benchmark to compare
its performance with other companies and to enhance
comparability for the reporting periods presented. Non-
GAAP measures may pose limitations because they do not
include all of BlackRock’s revenue and expense.
BlackRock’s management does not advocate that
investors consider such non-GAAP financial measures in
isolation from, or as a substitute for, financial information
prepared in accordance with GAAP. Non-GAAP measures
may not be comparable to other similarly titled measures
of other companies.

Beginning in the first quarter of 2022, the Company
updated its definition of operating income, as adjusted,
operating margin, as adjusted, and net income
attributable to BlackRock, Inc., as adjusted, to include
adjustments related to amortization of intangible assets,
other acquisition-related costs, including compensation
costs for nonrecurring retention-related deferred
compensation, and contingent consideration fair value
adjustments incurred in connection with certain
acquisitions. Such measures have been recast for the
periods presented herein to reflect the inclusion of such
new adjustments.

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

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

(in millions)

Operating income, GAAP basis

Non-GAAP expense adjustments:

Restructuring charge

Amortization of intangible assets

Acquisition-related compensation costs

Acquisition-related transaction costs

Contingent consideration fair value adjustments

Lease cost—Hudson Yards

Charitable contribution

PNC long-term incentive plans funding obligation

Operating income, as adjusted

Product launch costs and commissions

2022

2021

2020

2019

2018

$ 6,385

$ 7,450

$ 5,695

$ 5,551

$ 5,457

91

151

24

—

3

57

—

—

—

147

88

—

34

28

—

—

6,711

6

7,747

284

—

106

20

—

23

—

589

—

6,433

172

—

97

65

18

53

—

—

—

60

50

37

18

65

—

—

14

5,784

61

5,701

13

Operating income used for operating margin measurement

$ 6,717

$ 8,031

$ 6,605

$ 5,845

$ 5,714

Revenue, GAAP basis

Non-GAAP adjustments:

Distribution fees

Investment advisory fees

$17,873

$19,374

$16,205

$14,539

$14,198

(1,381)

(798)

(1,521)

(1,131)

(1,069)

(1,155)

(679)

(704)

(616)

(520)

Revenue used for operating margin measurement

$15,694

$17,174

$14,370

$12,854

$12,523

Operating margin, GAAP basis

Operating margin, as adjusted

Management believes operating income, as adjusted, and
operating margin, as adjusted, are effective indicators of
BlackRock’s financial performance over time, and,
therefore, provide useful disclosure to investors.
Management believes that operating margin, as adjusted,
reflects the Company’s long-term ability to manage
ongoing costs in relation to its revenues. The Company
uses operating margin, as adjusted, to assess the
Company’s financial performance, to determine the long-
term and annual compensation of the Company’s senior-
level employees and to evaluate the Company’s relative
performance against industry peers. Furthermore, this
metric eliminates margin variability arising from the
accounting of revenues and expenses related to
distributing different product structures in multiple
distribution channels utilized by asset managers.

• Operating income, as adjusted, includes non-GAAP

expense adjustments. Beginning in the first quarter of
2022, the Company updated its definition of
operating income, as adjusted, to include
adjustments related to amortization of intangible
assets, other acquisition-related costs, including
compensation costs for nonrecurring retention-
related deferred compensation, and contingent
consideration fair value adjustments incurred in
connection with certain acquisitions. Management
believes excluding the impact of these expenses when
calculating operating income, as adjusted, provides a
helpful indication of the Company’s financial
performance over time, thereby providing helpful
information for both management and investors while
also increasing comparability with other companies.
In 2022, the Company recorded a restructuring
charge primarily comprised of severance and
accelerated amortization expense of previously
granted deferred compensation awards in connection
with an initiative to modify the size and shape of the
workforce to align more closely with strategic

35.7%

42.8%

38.5%

46.8%

35.1%

46.0%

38.2%

45.5%

38.4%

45.6%

priorities. In addition, the Company recorded an
expense related to the lease of office space for its new
headquarters located at 50 Hudson Yards in New York
(“Lease cost – Hudson Yards”) from August 2021,
when it obtained access to the building to begin its
tenant improvements. The Company will begin cash
lease payments related to the new headquarters in
May 2023. As a result, the Company is recognizing
lease expense for both its current and new
headquarters until its current headquarters lease
expires in April 2023. Management believes excluding
the impact of the restructuring charge and Lease
cost – Hudson Yards when calculating operating
income, as adjusted, is useful to assess the
Company’s financial performance, ongoing
operations, and enhances comparability among
periods presented. For further information on non-
GAAP expense adjustments related to BlackRock’s
(1) 2020 charitable contribution and (2) 2018
restructuring charge and PNC Financial Services
Group, Inc. (“PNC”) long-term incentive plans funding
obligation refer to Item 7, Management’s Discussion
and Analysis of Financial Conditions and Results of
Operations of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2020 and
2018, respectively, which were filed with the SEC on
February 25, 2021, and February 28, 2019,
respectively.

• Operating income used for measuring operating

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

42

43

• Revenue used for calculating operating margin, as

adjusted, is reduced to exclude all of the Company’s
distribution fees, which are recorded as a separate
line item on the consolidated statements of income,
as well as a portion of investment advisory fees
received that is used to pay distribution and servicing
costs. For certain products, based on distinct
arrangements, distribution fees are collected by the
Company and then passed-through to third-party
client intermediaries. For other products, investment
advisory fees are collected by the Company and a
portion is passed-through to third-party client
intermediaries. However, in both structures, the third-

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

party client intermediary similarly owns the
relationship with the retail client and is responsible
for distributing the product and servicing the client.
The amount of distribution and investment advisory
fees fluctuates each period primarily based on a
predetermined percentage of the value of AUM during
the period. These fees also vary based on the type of
investment product sold and the geographic location
where it is sold. In addition, the Company may waive
fees on certain products that could result in the
reduction of payments to the third-party
intermediaries.

(in millions, except per share data)

2022

2021

2020

2019

2018

Net income attributable to BlackRock, Inc., GAAP basis

$5,178

$5,901

$4,932

$4,476

$4,305

Non-GAAP adjustments(1):

Restructuring charge

Amortization of intangible assets

Acquisition-related compensation costs

Acquisition-related transaction costs

Contingent consideration fair value adjustments

Lease cost—Hudson Yards

Charitable contribution

PNC long-term incentive plans funding obligation

Income tax matters

69

114

19

—

3

43

—

—

—

112

67

—

26

22

—

—

(35)

126

—

82

16

—

17

—

226

—

79

—

75

50

14

41

—

—

—

8

47

39

29

14

50

—

—

12

(3)

Net income attributable to BlackRock, Inc., as adjusted

$5,391

$6,254

$5,352

$4,664

$4,493

Diluted weighted-average common shares outstanding

Diluted earnings per common share, GAAP basis

Diluted earnings per common share, as adjusted

(1) Non-GAAP adjustments are net of tax excluding income tax matters.

Management believes net income attributable to
BlackRock, Inc., as adjusted, and diluted earnings per
common share, as adjusted, are useful measures of
BlackRock’s profitability and financial performance. Net
income attributable to BlackRock, Inc., as adjusted, equals
net income attributable to BlackRock, Inc., GAAP basis,
adjusted for significant nonrecurring items, charges that
ultimately will not impact BlackRock’s book value or
certain tax items that do not impact cash flow.

For each period presented, the non-GAAP adjustments
were tax effected at the respective blended rates
applicable to the adjustments. Amounts for income tax
matters represent net noncash (benefit) expense primarily
associated with the revaluation of certain deferred tax
liabilities related to intangible assets and goodwill as a
result of tax rate changes. Amounts have been excluded
from the as adjusted results as these items will not have a
cash flow impact and to ensure comparability among
periods presented. The amounts for 2022 income tax
matters included net noncash expense related to state
and local income tax changes. The amounts for 2021 and
2020 income tax matters included net noncash expense
related to the impact of legislation enacted in the UK
increasing its corporate tax rate and state and local
income tax changes. These amounts have been excluded
from the as adjusted results as these items will not have a
cash flow impact and to ensure comparability among
periods presented.

152.4

$33.97

$35.36

154.4

154.8

157.5

161.9

$38.22

$31.85

$28.43

$26.58

$40.51

$34.57

$29.62

$27.74

See note (1) above regarding operating income, as
adjusted, and operating margin, as adjusted, for
information on the updated presentation of non-GAAP
expense adjustments.

Per share amounts reflect net income attributable to
BlackRock, Inc., as adjusted divided by diluted weighted-
average common shares outstanding.

(3) Annual Contract Value (“ACV”): Management believes
ACV is an effective metric for reviewing BlackRock’s
technology services’ ongoing contribution to its operating
results and provides comparability of this information
among reporting periods while also providing a useful
supplemental metric for both management and investors
of BlackRock’s growth in technology services revenue over
time, as it is linked to the net new business in technology
services. ACV represents forward-looking, annualized
estimated value of the recurring subscription fees under
client contracts, assuming all client contracts that come
up for renewal are renewed, unless we received a notice of
termination, even though such notice may not be effective
until a later date. ACV also includes the annualized
estimated value of new sales, for existing and new clients,
when we execute client contracts, even though the
recurring fees may not be effective until a later date and
excludes nonrecurring fees such as implementation and
consulting fees.

ASSETS UNDER MANAGEMENT

AUM for reporting purposes generally is based upon how investment advisory and administration fees are calculated for
each portfolio. Net asset values, total assets, committed assets or other measures may be used to determine portfolio AUM.

AUM and Net Inflows (Outflows) by Client Type and Product Type

(in millions)

Retail

ETFs

Institutional:

Active

Index

Institutional subtotal

Long-term

Cash management

Advisory

Total

AUM

Net inflows (outflows)

2022

2021

2022

2021

$ 843,475

$ 1,040,053

$ (19,523)

$ 102,093

2,909,610

3,267,354

220,335

305,534

1,641,591

2,528,615

4,170,206

1,756,717

3,181,652

168,826

169,067

23,612

(117,825)

4,938,369

192,438

51,242

7,923,291

9,245,776

393,250

671,194

—

755,057

9,310

(77,374)

(9,306)

458,869

94,043

(13,258)

$8,594,485

$10,010,143

$306,570

$ 539,654

AUM and Net Inflows (Outflows) by Investment Style and Product Type

(in millions)

Active

Index and ETFs

Long-term

Cash management

Advisory

Total

AUM and Net Inflows (Outflows) by Product Type

(in millions)

Equity

Fixed income

Multi-asset

Alternatives:

Illiquid alternatives

Liquid alternatives

Currency and commodities(1)

Alternatives subtotal

Long-term

Cash management

Advisory

Total

(1)

Amounts include commodity ETFs.

AUM

Net inflows (outflows)

2022

2021

2022

2021

$2,317,560

$ 2,606,325

$135,128

$266,740

5,605,731

6,639,451

258,122

192,129

7,923,291

9,245,776

393,250

458,869

671,194

755,057

(77,374)

94,043

—

9,310

(9,306)

(13,258)

$8,594,485

$10,010,143

$306,570

$539,654

AUM

Net inflows (outflows)

2022

2021

2022

2021

$4,435,354

$ 5,342,360

$105,103

$101,681

2,536,823

2,822,041

249,780

684,904

816,494

31,222

230,337

97,832

117,751

80,654

67,805

266,210

102,579

16,052

87,348

74,954

264,881

(1,690)

(7,217)

7,145

16,120

11,328

1,571

29,019

7,923,291

9,245,776

393,250

458,869

671,194

755,057

(77,374)

94,043

—

9,310

(9,306)

(13,258)

$8,594,485

$10,010,143

$306,570

$539,654

44

45

The following table presents the component changes in BlackRock’s AUM for 2022 and 2021.

The following table presents component changes in AUM by investment style and product type for 2022.

(in millions)

Beginning AUM

Net inflows (outflows):

Long-term

Cash management

Advisory

Total net inflows (outflows)

Acquisition(1)

Market change
FX impact(2)

Total change

Ending AUM

2022

2021

$10,010,143

$ 8,676,680

393,250

(77,374)

(9,306)

306,570

—

(1,501,987)
(220,241)

458,869

94,043

(13,258)

539,654

41,324

864,079
(111,594)

(1,415,658)

1,333,463

$ 8,594,485

$10,010,143

(1)

Amounts include AUM attributable to the acquisition of Aperio Group, LLC (“Aperio Transaction”) in February 2021.

(2)

Foreign exchange reflects the impact of translating non-US dollar denominated AUM into US dollars for reporting purposes.

BlackRock has historically grown AUM through organic growth and acquisitions. Management believes that the Company
will be able to continue to grow AUM organically by focusing on strong investment performance, efficient delivery of beta
for index products, client service, developing new products and optimizing distribution capabilities.

Component Changes in AUM for 2022

(in millions)

Active:

Equity

Fixed income

Multi-asset

Alternatives

Active subtotal

Index and ETFs:

ETFs:

Equity

Fixed income

Multi-asset

Alternatives

ETFs subtotal

Non-ETF Index:

Equity

Fixed income

Multi-asset

Alternatives

December 31,
2021

Net
inflows
(outflows)

Market
change

FX impact(1)

December 31,
2022

Full year
average
AUM(2)

$

507,103

$ (2,672)

$ (100,240)

$ (11,355)

$ 392,836

$ 426,141

1,107,085

798,404

193,733

92,721

30,806

14,273

(132,590)

(138,092)

(2,516)

(14,133)

(21,489)

(3,478)

1,053,083

1,016,918

669,629

202,012

708,130

199,294

2,606,325

135,128

(373,438)

(50,455)

2,317,560

2,350,483

2,447,248

745,373

9,119

65,614

100,756

122,893

1,333

(4,647)

(449,140)

(103,957)

(1,441)

70

(17,122)

2,081,742

2,163,108

(6,216)

758,093

719,931

(136)

(137)

8,875

60,900

8,231

66,599

3,267,354

220,335

(554,468)

(23,611)

2,909,610

2,957,869

2,388,009

969,583

8,971

5,534

7,019

34,166

(917)

(2,481)

(366,526)

(207,908)

(1,285)

571

(67,726)

(70,194)

(369)

(326)

1,960,776

2,088,703

725,647

815,123

6,400

3,298

7,558

4,696

The following table presents the component changes in AUM by client type and product type for 2022.

Non-ETF Index subtotal

3,372,097

37,787

(575,148)

(138,615)

2,696,121

2,916,080

(in millions)

Retail:

Equity

Fixed income

Multi-asset

Alternatives

Retail subtotal

ETFs:

Equity

Fixed income

Multi-asset

Alternatives

ETFs subtotal

Institutional:

Active:

Equity

Fixed income

Multi-asset

Alternatives

Active subtotal

Index:

Equity

Fixed income

Multi-asset

Alternatives

Index subtotal

Institutional subtotal

Long-term

Cash management

Advisory

Total

December 31,
2021

Net
inflows
(outflows)

Market change

FX impact(1)

December 31,
2022

Full year
average
AUM(2)

$

471,937

$

(103)

$

(90,767)

$ (10,455)

$ 370,612

$ 401,582

365,306

155,461

47,349

(20,299)

(3,143)

4,022

(41,706)

(26,064)

(2,271)

(4,187)

(1,086)

(519)

1,040,053

(19,523)

(160,808)

(16,247)

299,114

125,168

48,581

843,475

323,500

136,690

48,937

910,709

2,447,248

745,373

9,119

65,614

100,756

122,893

1,333

(4,647)

(449,140)

(103,957)

(1,441)

70

(17,122)

2,081,742

2,163,108

(6,216)

758,093

719,931

(136)

(137)

8,875

60,900

8,231

66,599

3,267,354

220,335

(554,468)

(23,611)

2,909,610

2,957,869

199,980

767,402

642,951

146,384

9,882

114,742

33,950

10,252

(34,912)

(95,291)

(112,028)

(243)

(6,216)

(11,898)

(20,404)

(2,960)

168,734

774,955

544,469

153,433

175,567

715,600

571,448

150,357

1,756,717

168,826

(242,474)

(41,478)

1,641,591

1,612,972

2,223,195

943,960

8,963

5,534

3,181,652

(5,432)

32,444

(918)

(2,482)

23,612

(341,087)

(203,501)

(1,285)

569

(62,410)

(68,242)

(368)

(325)

1,814,266

1,937,695

704,661

792,941

6,392

3,296

7,550

4,696

(545,304)

(131,345)

2,528,615

2,742,882

4,938,369

192,438

(787,778)

(172,823)

4,170,206

4,355,854

9,245,776

393,250

(1,503,054)

(212,681)

7,923,291

8,224,432

755,057

(77,374)

9,310

(9,306)

1,071

(4)

(7,560)

671,194

—

—

719,284

4,854

$10,010,143

$306,570

$(1,501,987)

$(220,241)

$8,594,485

$8,948,570

(1)

Foreign exchange reflects the impact of translating non-US dollar denominated AUM into US dollars for reporting purposes.

(2)

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

Index & ETFs subtotal

Long-term

Cash management

Advisory

Total

6,639,451

258,122

(1,129,616)

(162,226)

5,605,731

5,873,949

9,245,776

393,250

(1,503,054)

(212,681)

7,923,291

8,224,432

755,057

(77,374)

9,310

(9,306)

1,071

(4)

(7,560)

671,194

—

—

719,284

4,854

$10,010,143

$306,570

$(1,501,987)

$(220,241)

$8,594,485

$8,948,570

The following table presents component changes in AUM by product type for 2022.

(in millions)

Equity

Fixed income

Multi-asset

Alternatives:

Illiquid alternatives

Liquid alternatives

Currency and commodities(3)

Alternatives subtotal

Long-term

Cash management

Advisory

Total

December 31,
2021

Net
inflows
(outflows)

Market
change

FX impact(1)

December 31,
2022

Full year
average
AUM(2)

$ 5,342,360

$105,103

$ (915,906)

$ (96,203)

$4,435,354

$4,677,952

2,822,041

249,780

816,494

31,222

(444,455)

(140,818)

(90,543)

(21,994)

2,536,823

2,551,972

684,904

723,919

102,579

16,052

87,348

74,954

264,881

(1,690)

(7,217)

7,145

1,112

(3,710)

723

(1,875)

(1,992)

(1,294)

(655)

(3,941)

117,751

111,075

80,654

67,805

84,024

75,490

266,210

270,589

9,245,776

393,250

(1,503,054)

(212,681)

7,923,291

8,224,432

755,057

(77,374)

9,310

(9,306)

1,071

(4)

(7,560)

671,194

—

—

719,284

4,854

$10,010,143

$306,570

$(1,501,987)

$(220,241)

$8,594,485

$8,948,570

(1)

Foreign exchange reflects the impact of translating non-US dollar denominated AUM into US dollars for reporting purposes.

(2)

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

(3)

Amounts include commodity ETFs.

AUM decreased $1.4 trillion to $8.6 trillion at
December 31, 2022 from $10.0 trillion at December 31,
2021 driven by net market depreciation and the negative
impact of foreign exchange movements, partially offset by
positive net inflows, led by flows into bond ETFs,
significant outsourcing mandates and growth in private
markets.

Net market depreciation of $1.5 trillion was primarily
driven by global equity and fixed income market
depreciation.

AUM decreased $220 billion due to the negative impact of
foreign exchange movements, due to the strengthening of
the US dollar, largely against the British pound, the
Japanese yen and the Euro.

For further discussion on AUM, see Part I, Item 1 –
Business – Assets Under Management.

46

47

Component Changes in AUM for 2021

The following table presents component changes in AUM by investment style and product type for 2021.

The following table presents the component changes in AUM by client type and product type for 2021.

December 31,
2020

Net
inflows
(outflows)

Acquisition(1)

Market
change

FX impact(2)

December 31,
2021

Full year
average
AUM(3)

$ 338,434

$ 42,060

$ 41,324

$ 54,310

$

(4,191)

$

471,937

$ 428,218

(in millions)

Retail:

Equity

Fixed income

Multi-asset

Alternatives

340,468

132,624

34,391

34,870

12,579

12,584

—

—

—

Retail subtotal

845,917

102,093

41,324

ETFs:

Equity

Fixed income

Multi-asset

Alternatives

ETFs subtotal

Institutional:

Active:

Equity

Fixed income

Multi-asset

Alternatives

1,905,101

222,855

690,033

78,858

6,268

67,605

2,266

1,555

2,669,007

305,534

169,522

716,269

511,242

127,429

6,104

64,200

82,981

15,782

Active subtotal

1,524,462

169,067

Index:

Equity

Fixed income

Multi-asset

Alternatives

2,006,749

(169,338)

927,718

52,409

8,599

5,617

6

(902)

Index subtotal

2,948,683

(117,825)

Institutional subtotal

4,473,145

51,242

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

(6,716)

10,793

644

59,031

331,275

(17,894)

589

(3,475)

(3,316)

(535)

(270)

365,306

155,461

47,349

(8,312)

1,040,053

356,075

145,903

41,413

971,609

(11,983)

(5,624)

(4)

(71)

2,447,248

2,199,698

745,373

703,004

9,119

65,614

7,607

66,023

310,495

(17,682)

3,267,354

2,976,332

26,852

(5,428)

59,919

4,489

85,832

413,914

(5,892)

708

933

409,663

495,495

(2,498)

(7,639)

(11,191)

(1,316)

(22,644)

(28,130)

(30,275)

(350)

(114)

(58,869)

(81,513)

199,980

767,402

642,951

146,384

182,054

720,006

573,144

137,630

1,756,717

1,612,834

2,223,195

2,123,482

943,960

937,784

8,963

5,534

9,424

5,633

3,181,652

3,076,323

4,938,369

4,689,157

Long-term

Cash management

Advisory(4)

Total

7,988,069

458,869

41,324

865,021

(107,507)

9,245,776

8,637,098

666,252

22,359

94,043

(13,258)

—

—

(1,137)

(4,101)

195

14

755,057

9,310

711,160

16,690

$ 8,676,680

$ 539,654

$ 41,324

$ 864,079

$(111,594)

$ 10,010,143

$ 9,364,948

(1)

Amounts include AUM attributable to the Aperio Transaction.

(2)

Foreign exchange reflects the impact of translating non-US dollar denominated AUM into US dollars for reporting purposes.

(3)

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

(4)

Advisory AUM represents long-term portfolio liquidation assignments.

(in millions)

Active:

Equity

Fixed income

Multi-asset

Alternatives

Active subtotal

Index and ETFs:

ETFs:

Equity

Fixed income

Multi-asset

Alternatives

ETFs subtotal

Non-ETF Index:

Equity

Fixed income

Multi-asset

Alternatives

December 31,
2020

Net
inflows
(outflows)

Acquisition(1)

Market
change

FX impact(2)

December 31,
2021

Full year
average
AUM(3)

$ 410,189

$ 48,773

$

1,035,015

643,864

161,819

94,047

95,555

28,365

2,250,887

266,740

1,905,101

222,855

690,033

78,858

6,268

67,605

2,266

1,555

2,669,007

305,534

—

—

—

—

—

—

—

—

—

—

$ 53,689

$

(5,548)

$

507,103

$ 466,291

(11,322)

70,711

5,134

118,212

331,275

(17,894)

589

(3,475)

(10,655)

(11,726)

(1,585)

(29,514)

(11,983)

(5,624)

(4)

(71)

1,107,085

1,053,764

798,404

193,733

719,041

179,043

2,606,325

2,418,139

2,447,248

2,199,698

745,373

703,004

9,119

65,614

7,607

66,023

310,495

(17,682)

3,267,354

2,976,332

2,104,516

(169,947)

41,324

441,387

949,440

57,432

8,601

5,618

11

(901)

—

—

—

41,324

41,324

(6,714)

709

932

436,314

746,809

(29,271)

(30,575)

(350)

(115)

(60,311)

(77,993)

2,388,009

2,267,463

969,583

960,101

8,971

5,534

9,430

5,633

3,372,097

3,242,627

6,639,451

6,218,959

Non-ETF Index subtotal

3,068,175

(113,405)

Index & ETFs subtotal

5,737,182

192,129

Long-term

Cash management

Advisory(4)

Total

7,988,069

666,252

22,359

458,869

94,043

(13,258)

41,324

865,021

(107,507)

9,245,776

8,637,098

—

—

(1,137)

(4,101)

195

14

755,057

9,310

711,160

16,690

$ 8,676,680

$ 539,654

$ 41,324

$ 864,079

$(111,594)

$ 10,010,143

$ 9,364,948

The following table presents component changes in AUM by product type for 2021.

(in millions)

Equity

Fixed income

Multi-asset

Alternatives:

Illiquid alternatives

Liquid alternatives

Currency and

commodities(5)

Alternatives subtotal

Long-term

Cash management

Advisory(4)

Total

December 31,
2020

Net
inflows
(outflows)

Acquisition
Acquisition(1)

Market
change

FX impact(2)

December 31,
2021

Full year
average
AUM(3)

$ 4,419,806

$ 101,681

$ 41,324

$ 826,351

$ (46,802)

$ 5,342,360

$ 4,933,452

2,674,488

230,337

658,733

97,832

85,770

73,218

76,054

235,042

16,120

11,328

1,571

29,019

—

—

—

—

—

—

(35,930)

72,009

(46,854)

(12,080)

2,822,041

2,716,869

816,494

736,078

1,750

3,129

(2,288)

2,591

(1,061)

(327)

(383)

(1,771)

102,579

87,348

74,954

264,881

94,768

80,866

75,065

250,699

7,988,069

458,869

41,324

865,021

(107,507)

9,245,776

8,637,098

666,252

22,359

94,043

(13,258)

—

—

(1,137)

(4,101)

195

14

755,057

9,310

711,160

16,690

$ 8,676,680

$ 539,654

$ 41,324

$ 864,079

$(111,594)

$ 10,010,143

$ 9,364,948

(1)

Amounts include AUM attributable to the Aperio Transaction.

(2)

Foreign exchange reflects the impact of translating non-US dollar denominated AUM into US dollars for reporting purposes.

(3)

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

(4)

Advisory AUM represents long-term portfolio liquidation assignments.

(5)

Amounts include commodity ETFs.

AUM increased $1.3 trillion to $10.0 trillion at
December 31, 2021 from $8.7 trillion at December 31,
2020 driven primarily by net market appreciation, positive
net flows across all investment styles and product types,
and AUM added from the Aperio Transaction, partially
offset by the negative impact of foreign exchange
movements.

Net market appreciation of $864 billion was driven
primarily by higher global equity markets.

AUM decreased $112 billion due to the impact of foreign
exchange movements, primarily due to the strengthening
of the US dollar, largely against the Euro, the Japanese
yen and the British pound.

48

49

DISCUSSION OF FINANCIAL RESULTS

Introduction

The Company derives a substantial portion of its revenue
from investment advisory and administration fees, which
are recognized as the services are performed over time
because the customer is receiving and consuming the
benefits as they are provided by the Company. Fees are
primarily based on agreed-upon percentages of AUM and
recognized for services provided during the period, which
are distinct from services provided in other periods. Such
fees are affected by changes in AUM, including market
appreciation or depreciation, foreign exchange translation
and net inflows or outflows. Net inflows or outflows
represent the sum of new client assets, additional
fundings from existing clients (including dividend
reinvestment), withdrawals of assets from, and
termination of, client accounts and distributions to
investors representing return of capital and return on
investments to investors. Market appreciation or
depreciation includes current income earned on, and
changes in the fair value of, securities held in client
accounts. Foreign exchange translation reflects the
impact of translating non-US dollar denominated AUM
into US dollars for reporting purposes.

The Company also earns revenue by lending securities on
behalf of clients, primarily to highly rated banks and
broker-dealers. The securities loaned are secured by
collateral in the form of cash or securities, with minimum
collateral generally ranging from approximately 102% to
112% of the value of the loaned securities. Generally, the
revenue earned is shared between the Company and the
funds or accounts managed by the Company from which
the securities are borrowed.

Investment advisory agreements for certain separate
accounts and investment funds provide for performance
fees based upon relative and/or absolute investment
performance, in addition to base fees based on AUM.
Investment advisory performance fees generally are
earned after a given period of time and when investment
performance exceeds a contractual threshold. As such, the
timing of recognition of performance fees may increase
the volatility of the Company’s revenue and earnings. The
magnitude of performance fees can fluctuate quarterly
due to the timing of carried interest recognition on illiquid
alternative products and a greater number and size of
liquid products with performance measurement periods
that end in the third and fourth quarters.

The Company offers investment management technology
systems, risk management services, wealth management
and digital distribution tools, all on a fee basis. Clients
include banks, insurance companies, official institutions,
pension funds, asset managers, retail distributors and
other investors. Fees earned for technology services are
primarily recorded as services are performed over time
and are generally determined using the value of positions
on the Aladdin platform, or on a fixed-rate basis. Revenue
derived from the sale of software licenses is recognized
upon the granting of access rights.

The Company earns distribution and service fees for
distributing investment products and providing support
services to investment portfolios. The fees are based on AUM
and are recognized when the amount of fees is known.

The Company advises global financial institutions,
regulators, and government entities across a range of risk,
regulatory, capital markets and strategic services. Fees
earned for advisory services, which are included in
advisory and other revenue, are determined using fixed-
rate fees and are recognized over time as the related
services are completed.

The Company earns fees for transition management
services primarily comprised of commissions recognized
in connection with buying and selling securities on behalf
of its customers. Commissions related to transition
management services, which are included in advisory and
other revenue, are recorded on a trade-date basis as
transactions occur.

The Company also earns revenue related to certain
minority investments accounted for as equity method
investments.

Operating expense reflects employee compensation and
benefits, distribution and servicing costs, direct fund
expense, general and administration expense and
amortization of finite-lived intangible assets.

• Employee compensation and benefits expense

includes salaries, commissions, temporary help,
incentive compensation, employer payroll taxes,
severance and related benefit costs.

• Distribution and servicing costs, which are primarily

AUM driven, include payments to third parties,
primarily associated with distribution and servicing of
client investments in certain Company products.

• Direct fund expense primarily consists of third-party

nonadvisory expenses incurred by the Company
related to certain funds for the use of index
trademarks, reference data for indices, custodial
services, fund administration, fund accounting,
transfer agent services, shareholder reporting
services, legal expense, and audit and tax services as
well as other fund-related expenses directly
attributable to the nonadvisory operations of the
fund. These expenses may vary over time with
fluctuations in AUM, number of shareholder
accounts, or other attributes directly related to
volume of business.

• General and administration expense includes

marketing and promotional (including travel and
entertainment expense), occupancy and office-
related, portfolio services (including clearing expense
related to transition management services, and
market data costs), sub-advisory, technology,
professional services, communications, contingent
consideration fair value adjustments, product launch
costs, the net impact of foreign currency
remeasurement, and other general and
administration expense.

Approximately 80% of the Company’s revenue is
generated in US dollars. The Company’s revenue and
expense generated in foreign currencies (primarily the
Euro and British pound) are impacted by foreign exchange
rates. Any effect of foreign exchange rate change on
revenue is partially offset by a change in expense driven by
the Company’s considerable non-dollar expense base
related to its operations outside the US.

Nonoperating income (expense) includes the effect of
changes in the valuations on investments and earnings on
equity method investments as well as interest and
dividend income and interest expense. The Company
primarily holds seed and co-investments in sponsored
investment products that invest in a variety of asset
classes, including private equity, hedge funds and real
assets. Investments generally are made for co-investment
purposes, to establish a performance track record or for
regulatory purposes, including Federal Reserve Bank

stock. The Company does not engage in proprietary
trading activities that could conflict with the interests of
its clients.

In addition, nonoperating income (expense) includes the
impact of changes in the valuations of consolidated
sponsored investment products (“CIPs”). The portion of
nonoperating income (expense) not attributable to the
Company is allocated to NCI on the consolidated
statements of income.

Revenue

The table below presents detail of revenue for 2022 and 2021 and includes the product type mix of base fees and
securities lending revenue and performance fees.

(in millions)

Investment advisory, administration fees and securities lending revenue:

Equity:

Active

ETFs

Non-ETF index

Equity subtotal

Fixed income:

Active

ETFs

Non-ETF index

Fixed income subtotal

Multi-asset

Alternatives:

Illiquid alternatives

Liquid alternatives

Currency and commodities(1)

Alternatives subtotal

Long-term

Cash management

2022

2021

$ 2,147

$ 2,571

4,345

711

7,203

1,977

1,122

396

3,495

1,299

741

633

216

1,590

13,587

864

4,658

771

8,000

2,191

1,201

471

3,863

1,414

668

629

216

1,513

14,790

470

Total investment advisory, administration fees and securities lending revenue

14,451

15,260

Investment advisory performance fees:

Equity

Fixed income

Multi-asset

Alternatives:

Illiquid alternatives

Liquid alternatives

Alternatives subtotal

Total performance fees

Technology services revenue

Distribution fees:

Retrocessions

12b-1 fees (US mutual fund distribution fees)

Other

Total distribution fees

Advisory and other revenue:

Advisory

Other

Total advisory and other revenue

Total revenue

(1)

Amounts include commodity ETFs.

49

25

25

296

119

415

514

1,364

153

48

32

208

702

910

1,143

1,281

1,026

1,098

312

43

358

65

1,381

1,521

56

107

163

68

101

169

$ 17,873

$ 19,374

50

51

The table below lists a percentage breakdown of base fees and securities lending revenue and mix of average AUM by
product type:

Expense

The following table presents expense for 2022 and 2021.

Percentage of Base Fees
and Securities Lending Revenue

Percentage of Average
AUM by Product Type(1)

2022

2021

2022

2021

(in millions)

Expense:

Equity:

Active

ETFs

Non-ETF index

Equity subtotal

Fixed income:

Active

ETFs

Non-ETF index

Fixed income subtotal

Multi-asset

Alternatives:

Illiquid alternatives

Liquid alternatives

Currency and commodities(2)

Alternatives subtotal

Long-term

Cash management

Total AUM

14%

30%

5%

49%

14%

8%

3%

25%

9%

5%

4%

2%

11%

94%

6%

17%

31%

5%

53%

14%

8%

3%

25%

9%

5%

4%

1%

10%

97%

3%

100%

100%

5%

24%

24%

53%

11%

8%

9%

28%

8%

1%

1%

1%

3%

92%

8%

100%

5%

24%

24%

53%

10%

8%

10%

28%

8%

1%

1%

1%

3%

92%

8%

100%

(1)

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

(2)

Amounts include commodity ETFs.

Revenue decreased $1.5 billion, or 8%, from 2021, largely
driven by the negative impact of market beta and US dollar
appreciation on average AUM and lower performance fees.

Investment advisory, administration fees and securities
lending revenue of $14.5 billion in 2022 decreased
$809 million from $15.3 billion in 2021, primarily driven
by the negative impact of market beta and foreign
exchange movements on average AUM, partially offset by
organic base fee growth, the elimination of yield-related
fee waivers on money market funds, and higher securities
lending revenue. Securities lending revenue of $599
million increased $44 million from $555 million in 2021,
primarily reflecting higher spreads.

Investment advisory performance fees of $514 million in
2022 decreased $629 million from $1.1 billion in 2021,
reflecting lower revenue from liquid alternative and long-
only products, partially offset by higher revenue from
illiquid alternative products.

Technology services revenue of $1.4 billion for 2022
increased $83 million from $1.3 billion in 2021, primarily
reflecting higher revenue from Aladdin, despite the
negative impact of foreign exchange movements and
market declines on Aladdin’s fixed income platform assets.
Approximately 25% of Aladdin’s 2022 revenue was
denominated in non-US currencies.

Employee compensation and benefits

Distribution and servicing costs:

Retrocessions

12b-1 costs

Other

Total distribution and servicing costs

Direct fund expense

General and administration expense:

Marketing and promotional

Occupancy and office related

Portfolio services

Sub-advisory

Technology

Professional services

Communications

Foreign exchange remeasurement

Contingent consideration fair value adjustments

Product launch costs

Other general and administration

Total general and administration expense

Restructuring charge

Amortization of intangible assets

Total expense

Expense decreased $436 million, or 4%, from 2021,
reflecting lower employee compensation and benefits
expense, direct fund expense, and general and
administration expense, including the impact of product
launch costs incurred in 2021, partially offset by the
impact of a $91 million restructuring charge recorded in
2022.

Employee compensation and benefits expense decreased
$362 million from 2021, reflecting lower incentive
compensation due to lower operating income,
performance fees and deferred compensation driven in
part by the lower mark-to-market impact of certain
deferred cash compensation programs, partially offset by
higher base compensation.

Direct fund expense decreased $87 million from 2021,
reflecting lower average AUM.

General and administration expense decreased
$61 million from 2021, primarily driven by $274 million of
product launch costs incurred in 2021, lower contingent
consideration fair value adjustments in 2022 and lower
sub-advisory expense, partially offset by higher marketing
and promotional expense, including the impact from

2022

2021

$ 5,681

$ 6,043

1,026

1,098

306

847

2,179

1,226

331

403

280

80

600

180

44

10

3

6

223

2,160

91

151

350

752

2,200

1,313

238

364

263

99

508

179

44

4

34

274

214

2,221

—

147

$ 11,488

$ 11,924

higher travel and entertainment expense, and higher
technology expense. General and administration expense
also reflected higher occupancy and office related
expense, including higher noncash occupancy expense
related to the lease of office space the Company recorded
for its new headquarters located at 50 Hudson Yards in
New York (“Lease cost – Hudson Yards”). The Company
will begin lease payments related to the new headquarters
in May 2023. As a result, the Company is recognizing lease
expense for both its current and new headquarters until its
current lease expires in April 2023. Lease cost – Hudson
Yards has been excluded from our “as adjusted” financial
results. See Non-GAAP Financial Measures for further
information on as adjusted items.

Restructuring charge of $91 million, primarily comprised
of severance and accelerated amortization expense of
previously granted deferred compensation awards, was
recorded in 2022 in connection with an initiative to modify
the size and shape of the workforce to align more closely
with strategic priorities. The restructuring charge has been
excluded from our “as adjusted” financial results. See
Non-GAAP Financial Measures for further information on
as adjusted items.

52

53

2021 Income tax expense (GAAP) reflected:

• a $126 million net noncash expense associated with
the revaluation of certain deferred income tax assets
and liabilities related to legislation enacted in the UK
increasing its corporate tax rate and state and local
income tax changes; and

• a discrete tax benefit of $43 million, related to stock-
based compensation awards that vested in 2021.

The as adjusted effective tax rate of 23.4% for 2021
excluded the $126 million net noncash expense
mentioned above as it will not have a cash flow impact and
to ensure comparability among periods presented.

STATEMENT OF FINANCIAL CONDITION
OVERVIEW

The following table presents a reconciliation of the
consolidated statement of financial condition presented
on a GAAP basis to the consolidated statement of financial
condition, excluding the impact of separate account
assets and separate account collateral held under
securities lending agreements (directly related to lending
separate account securities) and separate account
liabilities and separate account collateral liabilities under
securities lending agreements and CIPs.

The Company presents the as adjusted balance sheet as
additional information to enable investors to exclude
certain assets that have equal and offsetting liabilities or
NCI that ultimately do not have an impact on stockholders’
equity or cash flows. Management views the as adjusted
statement of financial condition, which contains non-
GAAP financial measures, as an economic presentation of
the Company’s total assets and liabilities; however, it 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.

Separate Account Assets and Liabilities and Separate
Account Collateral Held under Securities Lending
Agreements

Separate account assets are maintained by BlackRock Life
Limited, a wholly owned subsidiary of the Company that is

a registered life insurance company in the UK, and
represent segregated assets held for purposes of funding
individual and group pension contracts. The Company
records equal and offsetting separate account liabilities.
The separate account assets are not available to creditors
of the Company and the holders of the pension contracts
have no recourse to the Company’s assets. The net
investment income attributable to separate account
assets accrues directly to the contract owners and is not
reported on the consolidated statements of income. While
BlackRock has no economic interest in these assets or
liabilities, BlackRock earns an investment advisory fee for
the service of managing these assets on behalf of its
clients.

In addition, the Company records on its consolidated
statements of financial condition the separate account
collateral obtained under BlackRock Life Limited
securities lending arrangements for which it has legal title
as its own asset in addition to an equal and offsetting
separate account collateral liability for the obligation to
return the collateral. The collateral is not available to
creditors of the Company, and the borrowers under the
securities lending arrangements have no recourse to the
Company’s assets.

Consolidated Sponsored Investment Products

The Company consolidates certain sponsored investment
products accounted for as variable interest entities
(“VIEs”) and voting rights entities (“VREs”), (collectively,
“CIPs”). See Note 2, Significant Accounting Policies, in the
notes to the consolidated financial statements contained
in Part II, Item 8 of this filing for more information on the
Company’s consolidation policy.

The Company cannot readily access cash and cash
equivalents or other assets held by CIPs to use in its
operating activities. In addition, the Company cannot
readily sell investments held by CIPs in order to obtain
cash for use in the Company’s operations.

Nonoperating Results

The summary of nonoperating income (expense), less net income (loss) attributable to NCI for 2022 and 2021 was as
follows:

(in millions)

Nonoperating income (expense), GAAP basis(1)

Less: Net income (loss) attributable to NCI

Nonoperating income (expense), as adjusted net of NCI(2)(3)

(in millions)

Net gain (loss) on investments(1)(2)

Private equity

Real assets

Other alternatives(3)

Other investments(4)

Subtotal

Other gains (losses)(5)

Total net gain (loss) on investments(1)(2)

Interest and dividend income

Interest expense

Net interest expense

Nonoperating income (expense)(1)

(1) Net of net income (loss) attributable to NCI.

2022

2021

$ (95)

$ 723

(184)

304

$ 89

$ 419

2022

2021

$ 88

$ 278

28

5

(201)

(80)

229

149

152

(212)

(60)

20

47

22

367

170

537

87

(205)

(118)

$ 89

$ 419

(2) Management believes nonoperating income (expense), less net income (loss) attributable to NCI, is an effective measure for reviewing BlackRock’s nonoperating results, which ultimately

impacts BlackRock’s book value. See Non-GAAPFinancialMeasuresfor further information on other non-GAAP financial measures.

(3)

Amounts primarily include net gains (losses) related to credit funds, direct hedge fund strategies and hedge fund solutions.

(4)

Amounts primarily include net gains (losses) related to unhedged equity, fixed income and multi-asset seed investments.

(5)

The amounts for the year ended December 31, 2022 and 2021 primarily include nonoperating noncash pre-tax gains in connection with the Company’s strategic minority investment in
iCapital of approximately $267 million and $119 million, respectively. The amounts for the year ended December 31, 2021 also include nonoperating noncash pre-tax gains in connection with
the Company’s strategic minority investment in Scalable Capital Limited of approximately $46 million. Additional amounts include noncash pre-tax gains (losses) related to the revaluation of
certain other minority investments.

Income Tax Expense

(in millions)

Operating income(1)

Total nonoperating income (expense)(1)(2)

Income before income taxes(2)

Income tax expense

Effective tax rate

GAAP

As adjusted

2022

2021

2022

2021

$6,385

$

89

$6,474

$1,296

$7,450

$ 419

$7,869

$1,968

$6,711

$

89

$6,800

$1,409

$7,747

$ 419

$8,166

$1,912

20.0%

25.0%

20.7%

23.4%

(1)

As adjusted items are described in more detail in Non-GAAPFinancialMeasures. Beginning in the first quarter of 2022, BlackRock updated the definitions of operating income, as adjusted,
operating margin, as adjusted, and net income attributable to BlackRock, Inc., as adjusted, to include new adjustments. Such measures have been recast for 2021 to reflect the inclusion of such
new adjustments. For further information, refer to Non-GAAPFinancialMeasures.

(2) Net of net income (loss) attributable to NCI.

The Company’s tax rate is affected by tax rates in foreign
jurisdictions and the relative amount of income earned in
those jurisdictions, which the Company expects to be fairly
consistent in the near term. The significant foreign
jurisdictions that have different statutory tax rates than
the US federal statutory rate of 21% include the UK,
Canada, Switzerland and Germany.

2022 Income tax expense (GAAP) reflected:

• a discrete tax benefit of $148 million, primarily related
to the resolution of certain outstanding tax matters;

• a discrete tax benefit of $87 million, related to stock-
based compensation awards that vested in 2022; and

• a discrete tax benefit of $35 million associated with

the net noncash tax benefit related to the revaluation
of certain deferred income tax liabilities.

The as adjusted effective tax rate of 20.7% for 2022
excluded the $35 million net noncash benefit mentioned
above as it will not have a cash flow impact and to ensure
comparability among periods presented.

On August 16, 2022, the Inflation Reduction Act of 2022
(“IRA”) was enacted into law, which introduced new
provisions including a corporate book minimum tax and
an excise tax on net stock repurchases which became
effective on January 1, 2023. BlackRock does not expect
the IRA to have a material impact on its consolidated
financial statements.

54

55

(in millions)

Assets

Cash and cash equivalents

Accounts receivable

Investments

Separate account assets and collateral held under securities

lending agreements

Operating lease right-of-use assets

Other assets(3)

Subtotal

Goodwill and intangible assets, net

Total assets

Liabilities

Accrued compensation and benefits

Accounts payable and accrued liabilities

Borrowings

Separate account liabilities and collateral liabilities under securities

lending agreements

Deferred income tax liabilities(4)

Operating lease liabilities

Other liabilities

Total liabilities

Equity

Total BlackRock, Inc. stockholders’ equity

Noncontrolling interests

Total equity

Total liabilities and equity

December 31, 2022

Separate
Account
Assets/
Collateral(1)

GAAP
Basis

$

$

7,416

3,264

7,466

—

—

—

59,831

59,831

—

—

1,516

4,492

83,985

33,643

CIPs(2)

As
Adjusted

$

265

$ 7,151

—

1,047

—

—

97

3,264

6,419

—

1,516

4,395

59,831

1,409

—

—

22,745

33,643

$ 117,628

$ 59,831

$ 1,409

$ 56,388

$

$

2,272

1,294

6,654

$

—

—

—

59,831

59,831

3,381

1,835

3,576

—

—

—

78,843

59,831

37,744

1,041

38,785

—

—

—

—

—

—

—

—

—

427

427

—

982

982

$ 2,272

1,294

6,654

—

3,381

1,835

3,149

18,585

37,744

59

37,803

$ 117,628

$ 59,831

$ 1,409

$ 56,388

(1)

Amounts represent segregated client assets and related liabilities, in which BlackRock has no economic interest. BlackRock earns an investment advisory fee for the service of managing these
assets on behalf of its clients.

(2)

Amounts represent the impact of consolidating CIPs.

(3)

Amount includes property and equipment and other assets.

(4)

Amount includes approximately $4.3 billion of deferred income tax liabilities related to goodwill and intangibles. See Note 25, Income Taxes, in the notes to the consolidated financial
statements contained in Part II, Item 8 of this filing for more information.

The following discussion summarizes the significant
changes in assets and liabilities on a GAAP basis. Please
see the consolidated statements of financial condition as
of December 31, 2022 and 2021 contained in Part II,
Item 8 of this filing. The discussion does not include
changes related to assets and liabilities that are equal and
offsetting and have no impact on BlackRock’s
stockholders’ equity.

Assets. Cash and cash equivalents at December 31, 2022
and 2021 included $265 million and $308 million,
respectively, of cash held by CIPs (see Liquidity and
Capital Resources for details on the change in cash and
cash equivalents during 2022). Accounts receivable at
December 31, 2022 decreased $525 million from
December 31, 2021, primarily due to lower base and
performance fee receivables. Investments, including the
impact of CIPs increased $204 million from December 31,
2021 (for more information see Investments herein).
Goodwill and intangible assets decreased $161 million
from December 31, 2021, primarily due to amortization of
intangible assets. Other assets increased $950 million
from December 31, 2021, primarily related to an increase
in certain corporate minority investments and property
and equipment, partially offset by lower unit trust

receivables (substantially offset by a decrease in unit trust
payables recorded within other liabilities).

Liabilities. Accrued compensation and benefits at
December 31, 2022 decreased $679 million from
December 31, 2021, primarily due to lower 2022 incentive
compensation accruals. Accounts payable and accrued
liabilities at December 31, 2022 decreased $103 million
from December 31, 2021. Borrowings at December 31,
2022 decreased $792 million from December 31, 2021,
primarily due to repayments of $750 million. Other
liabilities at December 31, 2022 decreased $448 million
from December 31, 2021, primarily due to a decrease in
uncertain tax positions and lower unit trust payables
(substantially offset by a decrease in unit trust receivables
recorded within other assets). Net deferred income tax
liabilities at December 31, 2022 increased $623 million
from December 31, 2021, primarily due to the effect of
temporary differences associated with capitalized costs.

Investments

The Company’s investments were $7.5 billion and
$7.3 billion at December 31, 2022 and 2021, respectively.
Investments include CIPs accounted for as VIEs and VREs.

Management reviews BlackRock’s investments on an
“economic” basis, which eliminates the portion of
investments that does not impact BlackRock’s book value
or net income attributable to BlackRock. 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.

The Company presents investments, as adjusted, to
enable investors to understand the portion of investments
that is owned by the Company, net of NCI, as a gauge to
measure the impact of changes in net nonoperating
income (expense) on investments to net income (loss)
attributable to BlackRock.

The Company further presents net “economic” investment
exposure, net of hedged exposures, to reflect another
helpful measure for investors. The impact of certain
investments is mitigated by derivatives including total
return swaps and futures. Carried interest capital
allocations are excluded as there is no impact to
BlackRock’s stockholders’ equity until such amounts are
realized as performance fees. Finally, the Company’s
regulatory investment in Federal Reserve Bank stock,
which is not subject to market or interest rate risk, is
excluded from the Company’s net economic investment
exposure.

(in millions)

Investments, GAAP

Investments held by CIPs

Net interest in CIPs(1)

Investments, as adjusted

Federal Reserve Bank stock

Hedged exposures

Carried interest

Total “economic” investment exposure(2)

December 31,
2022

December 31,
2021

$ 7,466

(4,669)

3,622

6,419

(91)

(1,461)

(1,550)

$ 3,317

$ 7,262

(4,623)

3,391

6,030

(96)

(720)

(1,555)

$ 3,659

(1)

Amounts included $1.5 billion of carried interest (VIEs) as of both December 31, 2022 and 2021, which has no impact on the Company’s “economic” investment exposure.

(2)

Amounts exclude investments in strategic minority investments included in other assets on the consolidated statements of financial condition.

The following table represents the carrying value of the Company’s economic investment exposure, by asset type, at
December 31, 2022 and 2021:

(in millions)

Equity/Fixed income/Multi-asset(1)

Alternatives:

Private equity

Real assets

Other alternatives(2)

Alternatives subtotal

Hedged exposures

Total “economic” investment exposure

(1)

Amounts include seed investments in equity, fixed income, and multi-asset mutual funds/strategies.

(2) Other alternatives primarily include co-investments in direct hedge fund strategies, hedge fund solutions, and alternative solutions.

As adjusted investment activity for 2022 and 2021 was as follows:

(in millions)

Investments, as adjusted, beginning balance

Purchases/capital contributions

Sales/maturities

Distributions (1)

Market appreciation(depreciation)/earnings from equity method investments

Carried interest capital allocations/(distributions)

Other(2)

Investments, as adjusted, ending balance

(1)

Amount includes distributions representing return of capital and return on investments.

(2)

Amount includes the impact of foreign exchange movements.

December 31,
2022

December 31,
2021

$ 2,423

$ 2,773

1,207

368

780

2,355

(1,461)

960

279

367

1,606

(720)

$ 3,317

$ 3,659

2022

2021

$ 6,030

$ 4,433

1,532

(695)

(142)

(224)

(5)

(77)

1,885

(1,397)

(228)

461

928

(52)

$ 6,419

$ 6,030

56

57

LIQUIDITY A ND CAPITAL RESOURCES

BlackRock Cash Flows Excluding the Impact of CIPs

The consolidated statements of cash flows include the
cash flows of the CIPs. The Company uses an adjusted
cash flow statement, which excludes the impact of CIPs, as
a supplemental non-GAAP measure to assess liquidity and
capital requirements. The Company believes that its cash

flows, excluding the impact of the CIPs, provide investors
with useful information on the cash flows of BlackRock
relating to its ability to fund additional operating,
investing and financing activities. BlackRock’s
management does not advocate that investors consider
such non-GAAP measures in isolation from, or as a
substitute for, its cash flows presented in accordance with
GAAP.

The following table presents a reconciliation of the consolidated statements of cash flows presented on a GAAP basis to
the consolidated statements of cash flows, excluding the impact of the cash flows of CIPs:

(in millions)

GAAP
Basis

Impact on
Cash Flows
of CIPs

Cash Flows
Excluding
Impact of
CIPs

Cash, cash equivalents and restricted cash, December 31, 2020

$ 8,681

$ 206

$ 8,475

Net cash provided by/(used in) operating activities

Net cash provided by/(used in) investing activities

Net cash provided by/(used in) financing activities

Effect of exchange rate changes on cash, cash equivalents and restricted cash

Net increase/(decrease) in cash, cash equivalents and restricted cash

4,944

(1,937)

(2,287)

(61)

659

(1,224)

(104)

1,430

—

102

6,168

(1,833)

(3,717)

(61)

557

Cash, cash equivalents and restricted cash, December 31, 2021

$ 9,340

$ 308

$ 9,032

Net cash provided by/(used in) operating activities

Net cash provided by/(used in) investing activities

Net cash provided by/(used in) financing activities

Effect of exchange rate changes on cash, cash equivalents and restricted cash

Net increase/(decrease) in cash, cash equivalents and restricted cash

4,956

(1,130)

(5,442)

(291)

(1,907)

(712)

77

592

—

5,668

(1,207)

(6,034)

(291)

(43)

(1,864)

Cash, cash equivalents and restricted cash, December 31, 2022

$ 7,433

$ 265

$ 7,168

Sources of BlackRock’s operating cash primarily include
base fees and securities lending revenue, performance
fees, technology services revenue, advisory and other
revenue and distribution fees. BlackRock uses its cash to
pay all operating expenses, interest and principal on
borrowings, income taxes, dividends on BlackRock’s
capital stock, repurchases of the Company’s stock,
acquisitions, capital expenditures and purchases of
co-investments and seed investments.

For details of the Company’s GAAP cash flows from
operating, investing and financing activities, see the
Consolidated Statements of Cash Flows contained in Part
II, Item 8 of this filing.

Cash flows provided by/(used in) operating activities,
excluding the impact of CIPs, primarily include the receipt
of base fees, securities lending revenue, performance fees
and technology services revenue, offset by the payment of
operating expenses incurred in the normal course of
business, including year-end incentive and deferred
compensation accrued during prior years, and income tax
payments.

Cash flows used in investing activities, excluding the
impact of CIPs, for 2022 were $1.2 billion and primarily
reflected $744 million of net investment purchases and
$533 million of purchases of property and equipment,
partially offset by $70 million of distributions of capital
from equity method investees.

Cash flows used in financing activities, excluding the
impact of CIPs, for 2022 were $6.0 billion, primarily
resulting from $3.0 billion of cash dividend payments,
$2.3 billion of share repurchases, including $1.9 billion in

open market transactions and $0.4 billion of employee tax
withholdings related to employee stock transactions, and
$0.8 billion of repayments of borrowings.

The Company manages its financial condition and
funding to maintain appropriate liquidity for the business.
Management believes that the Company’s liquid assets,
continuing cash flows from operations, borrowing capacity
under the Company’s existing revolving credit facility and
uncommitted commercial paper private placement
program, provide sufficient resources to meet the
Company’s short-term and long-term cash needs,
including operating, debt and other obligations as they
come due and anticipated future capital requirements.
Liquidity resources at December 31, 2022 and 2021 were
as follows:

(in millions)

Cash and cash equivalents
Cash and cash equivalents held by

CIPs(1)

Subtotal(2)

Credit facility — undrawn

December 31,
2022

December 31,
2021

$ 7,416

$ 9,323

(265)

7,151

4,700

(308)

9,015

4,400

Total liquidity resources

$ 11,851

$ 13,415

(1)

(2)

The Company cannot readily access such cash and cash equivalents to use in its operating
activities.

The percentage of cash and cash equivalents held by the Company’s US subsidiaries was
approximately 50% at both December 31, 2022 and 2021. See NetCapital
Requirementsherein for more information on net capital requirements in certain
regulated subsidiaries.

Total liquidity resources decreased $1.6 billion during
2022, primarily reflecting cash dividend payments of

$3.0 billion, share repurchases of $2.3 billion and
$0.8 billion of repayments of borrowings, partially offset by
cash flows from other operating activities and a
$0.3 billion increase in the aggregate commitment
amount under the credit facility.

A significant portion of the Company’s $6.4 billion of
investments, as adjusted, is illiquid in nature and, as such,
cannot be readily convertible to cash.

Share Repurchases. During 2022, the Company
repurchased 2.7 million common shares under the
Company’s existing share repurchase program for
approximately $1.9 billion. At December 31, 2022, there
were approximately 0.9 million shares still authorized to
be repurchased under the program.

In January 2023, the Company announced that the Board
of Directors authorized the repurchase of an additional
seven million shares under the Company’s existing share
repurchase program for a total of up to approximately
7.9 million shares of BlackRock common stock.

Net Capital Requirements. The Company is required to
maintain net capital in certain regulated subsidiaries
within a number of jurisdictions, which is partially
maintained by retaining cash and cash equivalent
investments in those subsidiaries or jurisdictions. As a
result, such subsidiaries of the Company may be restricted
in their ability to transfer cash between different
jurisdictions and to their parents. Additionally, transfers of
cash between international jurisdictions may have adverse
tax consequences that could discourage such transfers.

BlackRock Institutional Trust Company, N.A. (“BTC”) is
chartered as a national bank that does not accept deposits
or make commercial loans and whose powers are limited
to trust and other fiduciary activities. BTC provides
investment management and other fiduciary services,
including investment advisory and securities lending
agency services, to institutional clients. BTC is subject to
regulatory capital and liquid asset requirements
administered by the US Office of the Comptroller of the
Currency.

At December 31, 2022 and 2021, the Company was
required to maintain approximately $2.2 billion and
$2.3 billion, respectively, in net capital in certain regulated
subsidiaries, including BTC, entities regulated by the
Financial Conduct Authority and Prudential Regulation

Long-Term Borrowings

Authority in the UK, and the Company’s broker-dealers.
The Company was in compliance with all applicable
regulatory net capital requirements.

Undistributed Earnings of Foreign Subsidiaries. As a
result of the 2017 Tax Cuts and Jobs Act and the one-time
mandatory deemed repatriation tax on untaxed
accumulated foreign earnings, US income taxes were
provided on the Company’s undistributed foreign
earnings. The financial statement basis in excess of tax
basis of its foreign subsidiaries remains indefinitely
reinvested in foreign operations. The Company will
continue to evaluate its capital management plans.

Short-Term Borrowings

2022 Revolving Credit Facility. The Company maintains an
unsecured revolving credit facility which is available for
working capital and general corporate purposes (the
“2022 credit facility”). In March 2022, the 2022 credit
facility was amended to, among other things, (1) increase
the aggregate commitment amount by $300 million to
$4.7 billion, (2) extend the maturity date to March 2027,
(3) change the rate for borrowings denominated in US
dollars from a rate based on the London Interbank Offered
Rate (“LIBOR”) to a rate based on the secured overnight
financing rate (“SOFR”) subject to certain adjustments
and (4) modify certain specified targets for the
sustainability-linked pricing mechanics. The 2022 credit
facility permits the Company to request up to an
additional $1.0 billion of borrowing capacity, subject to
lender credit approval, which could increase the overall
size of the 2022 credit facility to an aggregate principal
amount of up to $5.7 billion. The 2022 credit facility
requires the Company not to exceed a maximum leverage
ratio (ratio of net debt to earnings before interest, taxes,
depreciation and amortization, where net debt equals total
debt less unrestricted cash) of 3 to 1, which was satisfied
with a ratio of less than 1 to 1 at December 31, 2022. At
December 31, 2022, the Company had no amount
outstanding under the 2022 credit facility.

Commercial Paper Program. The Company can issue
unsecured commercial paper notes (the “CP Notes”) on a
private-placement basis up to a maximum aggregate
amount outstanding at any time of $4 billion. The
commercial paper program is currently supported by the
2022 credit facility. At December 31, 2022, BlackRock had
no CP Notes outstanding.

The carrying value of long-term borrowings at December 31, 2022 included the following:

(in millions)

3.50% Notes

1.25% Notes(1)

3.20% Notes

3.25% Notes

2.40% Notes

1.90% Notes

2.10% Notes

Maturity Amount

Carrying
Value

999

745

697

992

994

$ 1,000

$

747

700

1,000

1,000

1,250

1,000

Maturity

March 2024

May 2025

March 2027

April 2029

April 2030

1,241

January 2031

986

February 2032

Total Long-term Borrowings

$ 6,697

$ 6,654

(1)

The carrying value of the 1.25% Notes is calculated using the EUR/USD foreign exchange rate as of December 31, 2022.

58

59

In June 2022, the Company fully repaid $750 million of
3.375% notes at maturity.

payable over various periods, with the majority payable
over periods of up to three years.

For more information on Company’s borrowings, see
Note 15, Borrowings, in the notes to the consolidated
financial statements contained in Part II, Item 8 of this
filing.

Contractual Obligations, Commitments and
Contingencies

The Company’s material contractual obligations,
commitments and contingencies at December 31, 2022
include borrowings, operating leases, investment
commitments, compensation and benefits obligations,
and purchase obligations.

Borrowings. At December 31, 2022, the Company had
outstanding borrowings with varying maturities for an
aggregate principal amount of $6.7 billion, all of which is
payable beyond the next 12 months. Future interest
payments associated with these borrowings total
$974 million, of which $168 million is payable within
12 months. See Note 15, Borrowings, in the notes to the
consolidated financial statements contained in Part II,
Item 8 of this filing.

Operating Leases. The Company leases its primary office
locations under agreements that expire on varying dates
through 2043. At December 31, 2022, the Company had
operating lease payment obligations of approximately
$2.3 billion, of which $142 million is payable within
12 months. See Note 13, Leases, in the notes to the
consolidated financial statements contained in Part II,
Item 8 of this filing.

Investment Commitments. At December 31, 2022, the
Company had $884 million of various capital
commitments to fund sponsored investment products,
including CIPs. These products include various illiquid
alternative products, including private equity funds and
real assets funds, and opportunistic funds. This amount
excludes additional commitments made by consolidated
funds of funds to underlying third-party funds as third-
party noncontrolling interest holders have the legal
obligation to fund the respective commitments of such
funds of funds. Generally, the timing of the funding of
these commitments is unknown and the commitments are
callable on demand at any time prior to the expiration of
the commitment. These unfunded commitments are not
recorded on the consolidated statements of financial
condition. These commitments do not include potential
future commitments approved by the Company that are
not yet legally binding. The Company intends to make
additional capital commitments from time to time to fund
additional investment products for, and with, its clients.

Compensation and Benefit Obligations. The Company has
various compensation and benefit obligations, including
bonuses, commissions and incentive payments payable,
defined contribution plan matching contribution
obligations, and deferred compensation arrangements.
Accrued compensation and benefits at December 31,
2022 totaled $2.3 billion and included annual incentive
compensation of $1.4 billion, deferred compensation of
$0.5 billion and other compensation and benefits related
obligations of $0.4 billion. Substantially all of the incentive
compensation liability was paid in the first quarter of
2023, while the deferred compensation obligations are

Purchase Obligations. In the ordinary course of business,
BlackRock enters into contracts or purchase obligations
with third parties whereby the third parties provide
services to or on behalf of BlackRock. Purchase
obligations represent executory contracts, which are either
noncancelable or cancelable with a penalty. At
December 31, 2022, the Company’s obligations primarily
reflected standard service contracts for market data,
technology, office-related services, marketing and
promotional services, and obligations for equipment.
Purchase obligations are recorded on the consolidated
financial statements when services are provided and, as
such, obligations for services and equipment not received
are not included in the consolidated statement of financial
condition at December 31, 2022. At December 31, 2022,
the Company had purchase obligations of $650 million, of
which approximately $190 million is payable within
12 months.

CRITICAL ACCOUNTING POLICIES AND
ESTIMATES

The preparation of consolidated financial statements in
conformity with GAAP requires management to make
estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
consolidated financial statements and the reported
amounts of revenue and expense during the reporting
periods. Actual results could differ significantly from those
estimates. These estimates, judgments and assumptions
are affected by the Company’s application of accounting
policies. Management considers the following accounting
policies and estimates critical to understanding the
consolidated financial statements. These policies and
estimates are considered critical because they had a
material impact, or are reasonably likely to have a material
impact on the Company’s consolidated financial
statements and because they require management to make
significant judgments, assumptions or estimates. For a
summary of these and additional accounting policies see
Note 2, Significant Accounting Policies, in the notes to the
consolidated financial statements included in Part II, Item 8
of this filing.

Consolidation

The Company consolidates entities in which the Company
has a controlling financial interest. The company has a
controlling financial interest when it owns a majority of the
VRE or is a primary beneficiary (“PB”) of a VIE. Assessing
whether an entity is a VIE or a VRE involves judgment and
analysis on a structure-by-structure basis. Factors
considered in this assessment include the entity’s legal
organization, the entity’s capital structure, the rights of
equity investment holders, the Company’s contractual
involvement with and economic interest in the entity and
any related party or de facto agent implications of the
Company’s involvement with the entity. Entities that are
determined to be VREs are consolidated if the Company
can exert control over the financial and operating policies
of the investee, which generally exists if there is greater
than 50% voting interest. Entities that are determined to
be VIEs are consolidated if the Company is the PB of the

entity. BlackRock is deemed to be the PB of a VIE if it
(1) has the power to direct the activities that most
significantly impact the entities’ economic performance
and (2) has the obligation to absorb losses or the right to
receive benefits that potentially could be significant to the
VIE. There is judgment involved in assessing whether the
Company is the PB of a VIE. In addition, the Company’s
ownership interest in VIEs is subject to variability and is
impacted by actions of other investors such as on-going
redemptions and contributions. The Company generally
consolidates VIEs in which it holds an economic interest of
10% or greater and deconsolidates such VIEs once its
economic interest falls below 10%. As of December 31,
2022, the Company was deemed to be the PB of 90 VIEs.
See Note 6, Consolidated Sponsored Investment Products,
in the notes to the consolidated financial statements
contained in Part II, Item 8 of this filing for more
information.

Fair Value Measurements

The Company’s assessment of the significance of a
particular input to the fair value measurement according
to the fair value hierarchy (i.e., Level 1, 2 and 3 inputs, as
defined) in its entirety requires judgment and considers
factors specific to the financial instrument. See Note 2,
Significant Accounting Policies, and Note 8, Fair Value
Disclosures, in the consolidated financial statements
contained in Part II, Item 8 of this filing for more
information on fair value measurements.

Changes in Valuation. Changes in value on $5.3 billion of
investments will impact the Company’s nonoperating
income (expense), $635 million are held at cost or
amortized cost and the remaining $1.6 billion relates to
carried interest, which will not impact nonoperating
income (expense). At December 31, 2022, changes in fair
value of $3.2 billion of CIPs will impact BlackRock’s net
income (loss) attributable to NCI on the consolidated
statements of income. BlackRock’s net exposure to
changes in fair value of CIPs was $2.1 billion.

Goodwill and Intangible Assets

Goodwill. Goodwill represents the cost of a business
acquisition in excess of the fair value of the net assets
acquired. The Company assesses its goodwill for
impairment at least annually, considering such factors as
the book value and the market capitalization of the
Company. The impairment assessment performed as of
July 31, 2022 indicated no impairment charge was
required. The Company continues to monitor its book
value per share compared with closing prices of its
common stock for potential indicators of impairment. At
December 31, 2022, the Company’s common stock closed
at $708.63, which exceeded its book value of $252.04 per
share.

Indefinite-lived and finite-lived intangibles. Indefinite-lived
intangible assets represent the value of advisory contracts
acquired in business acquisitions to manage AUM in
proprietary open-end investment funds, collective trust
funds and certain other commingled products without a
specified termination date. The assignment of indefinite
lives to such contracts primarily is based upon the
following: (1) the assumption that there is no foreseeable
limit on the contract period to manage these products;
(2) the Company expects to, and has the ability to,

continue to operate these products indefinitely; (3) the
products have multiple investors and are not reliant on a
single investor or small group of investors for their
continued operation; (4) current competitive factors and
economic conditions do not indicate a finite life; and
(5) there is a high likelihood of continued renewal based
on historical experience. In addition, trade names/
trademarks are considered indefinite-lived intangibles if
they are expected to generate cash flows indefinitely.
Indefinite-lived intangible assets are not amortized.

Finite-lived intangible assets represent finite-lived
investor/customer relationships, technology related
assets, and management contracts, which relate to
acquired separate accounts and funds, that are expected
to contribute to the future cash flows of the Company for a
specified period of time. Finite-lived intangible assets are
amortized over their remaining expected useful lives,
which, at December 31, 2022 ranged from approximately
1 to 8 years with a weighted-average remaining estimated
useful life of approximately 6 years.

The Company performs assessments to determine if any
intangible assets are impaired at least annually, as of
July 31st, or more frequently if events or changes in
circumstances indicate that it is more likely than not that
the intangible asset might be impaired.

In evaluating whether it is more likely than not that the fair
value of indefinite-lived intangibles is less than its
carrying value, BlackRock performed certain quantitative
assessments and assessed various significant
quantitative factors including AUM, revenue basis points,
projected AUM growth rates, operating margins, tax rates
and discount rates. In addition, the Company considered
other qualitative factors including: (1) macroeconomic
conditions such as a deterioration in general economic
conditions, limitations on accessing capital, fluctuations
in foreign exchange rates, or other developments in equity
and credit markets; (2) industry and market
considerations such as a deterioration in the environment
in which the Company operates, an increased competitive
environment, a decline in market-dependent multiples or
metrics, a change in the market for an entity’s services, or
regulatory, legal or political developments; and
(3) Company-specific events, such as a change in
management or key personnel, overall financial
performance and litigation that could affect significant
inputs used to determine the fair value of the indefinite-
lived intangible asset. If an indefinite-lived intangible is
determined to be more likely than not impaired, then the
fair value of the asset, which is generally determined using
an income approach, is compared with its carrying value
and any excess of the carrying value over the fair value
would be recognized as an expense in the period in which
the impairment occurs.

For finite-lived intangible assets, if potential impairment
circumstances are considered to exist, the Company will
perform a recoverability test, using an undiscounted cash
flow analysis. Factors included in evaluating finite-lived
customer relationships, technology related assets and
trade names include technology services revenue trends,
customer attrition rates, obsolescence rates, and royalty
rates. For finite-lived management contracts, evaluation is
based on changes in assumptions including AUM,
revenue basis points, projected AUM growth rates,
operating margins, tax rates and discount rates. Actual

60

61

results could differ from these cash flow estimates, which
could materially impact the impairment conclusion. If the
carrying value of the asset is determined not to be
recoverable based on the undiscounted cash flow test, the
difference between the book value of the asset and its
current estimated fair value would be recognized as an
expense in the period in which the impairment occurs.

In addition, management judgment is required to estimate
the period over which finite-lived intangible assets will
contribute to the Company’s cash flows and the pattern in
which these assets will be consumed and whether the
indefinite-life and finite-life classifications are still
appropriate. A change in the remaining useful life of any of
these assets, or the reclassification of an indefinite-lived
intangible asset to a finite-lived intangible asset, could
have a significant impact on the Company’s amortization
expense, which was $151 million, $147 million and $106
million for 2022, 2021 and 2020, respectively.

In 2022, 2021 and 2020, the Company performed
impairment tests, including evaluating various qualitative
factors and performing certain quantitative assessments.
The Company determined that no impairment charges
were required and that the classification of indefinite-lived
versus finite-lived intangibles was still appropriate and no
changes were required to the expected lives of the finite-
lived intangibles. The Company continuously monitors
various factors, including AUM, for potential indicators of
impairment.

Revenue Recognition

The Company recognizes revenues when its obligations
related to the services are satisfied and it is probable that
a significant reversal of the revenue amount would not
occur in future periods. The Company enters into
contracts that can include multiple services, which are
accounted for separately if they are determined to be
distinct. Management judgment is required in assessing
the probability of significant revenue reversal and in
identification of distinct services.

The Company derives a substantial portion of its revenue
from investment advisory and administration fees which
are recognized as the services are performed over time
because the customer is receiving and consuming the
benefits as they are provided by the Company. Fees are
primarily based on agreed-upon percentages of AUM and
recognized for services provided during the period, which
are distinct from services provided in other periods. Such
fees are affected by changes in AUM, including market
appreciation or depreciation, foreign exchange translation
and net inflows or outflows. AUM represents the broad
range of financial assets the Company manages for
clients on a discretionary basis pursuant to investment
management and trust agreements that are expected to
continue for at least 12 months. In general, reported AUM
reflects the valuation methodology that corresponds to
the basis used for determining revenue (for example, net
asset values).

The Company receives investment advisory performance
fees, including incentive allocations (carried interest) from
certain actively managed investment funds and certain
separately managed accounts. These performance fees
are dependent upon exceeding specified relative or
absolute investment return thresholds, which vary by

product or account, and include monthly, quarterly,
annual or longer measurement periods.

Performance fees, including carried interest, are
recognized when it is determined that they are no longer
probable of significant reversal (such as upon the sale of a
fund’s investment or when the investment performance
exceeds a contractual threshold at the end of a specified
measurement period). Given the unique nature of each fee
arrangement, contracts with customers are evaluated on
an individual basis to determine the timing of revenue
recognition. Significant judgment is involved in making
such determination. Performance fees typically arise from
investment management services that began in prior
reporting periods. Consequently, a portion of the fees the
Company recognizes may be partially related to the
services performed in prior periods that meet the
recognition criteria in the current period. At each reporting
date, the Company considers various factors in estimating
performance fees to be recognized, including carried
interest. These factors include but are not limited to
whether: (1) the amounts are dependent on the financial
markets and, thus, are highly susceptible to factors
outside the Company’s influence; (2) the ultimate
payments have a large number and a broad range of
possible amounts; and (3) the funds or separately
managed accounts have the ability to (a) invest or reinvest
their sales proceeds or (b) distribute their sales proceeds,
and determine the timing of such distributions.

The Company is allocated/distributed carried interest
from certain alternative investment products upon
exceeding performance thresholds. The Company may be
required to reverse/return all, or part, of such carried
interest allocations/distributions depending upon future
performance of these products. Carried interest subject to
such clawback provisions is recorded in investments or
cash and cash equivalents to the extent that it is
distributed, on its consolidated statements of financial
condition.

The Company records a liability for deferred carried
interest to the extent it receives cash or capital allocations
related to carried interest prior to meeting the revenue
recognition criteria. At December 31, 2022 and 2021, the
Company had $1.4 billion and $1.5 billion, respectively, of
deferred carried interest recorded in other liabilities on the
consolidated statements of financial condition. A portion
of the deferred carried interest may also be paid to certain
employees. The ultimate timing of the recognition of
performance fee revenue and related compensation
expense, if any, is unknown. See Note 17, Revenue, in the
notes to the consolidated financial statements for detailed
changes in the deferred carried interest liability balance
for 2022 and 2021.

The Company earns revenue for providing technology
services. Determining the amount of revenue to recognize
requires judgment and estimates. Complex arrangements
with nonstandard terms and conditions may require
contract interpretation to determine the appropriate
accounting, including whether promised goods and
services specified in an arrangement, are distinct
performance obligations, and should be accounted for
separately. Other judgments include determining whether
performance obligations are satisfied over time or at a
point in time. Fees earned for technology services are
primarily recorded as services are performed over time

and are generally determined using the value of positions
on the Aladdin platform or on a fixed-rate basis. Revenue
derived from the sale of software licenses is recognized
upon the granting of access rights.

Adjustments to revenue arising from initial estimates
recorded historically have been immaterial since the
majority of BlackRock’s investment advisory and
administration revenue is calculated based on AUM,
recognized when known, and given the Company does not
record performance fee revenue until: (1) performance
thresholds have been exceeded and (2) management
determines the fees are no longer probable of significant
reversal. See Note 2, Significant Accounting Policies, in the
consolidated financial statements contained in Part II,
Item 8 of this filing for more information on revenue
recognition, including other revenue streams.

Income Taxes

The Company records income taxes based upon its
estimated income tax liability or benefit. The Company’s
actual tax liability or benefit may differ from the estimated
income tax liability or benefit.

Deferred income tax assets and liabilities are recognized
for future tax consequences attributable to temporary
differences between the financial statement carrying
amounts of existing assets and liabilities and their
respective tax bases using currently enacted tax rates in
effect for the year in which the differences are expected to
reverse. The effect of a change in tax rates on deferred tax
assets and liabilities is recognized in income in the period
that includes the enactment date.

Significant management judgment is required in
estimating the ranges of possible outcomes and
determining the probability of favorable or unfavorable tax
outcomes and potential interest and penalties related to
such unfavorable outcomes. Actual future tax
consequences relating to uncertain tax positions may be
materially different than the Company’s current estimates.
At December 31, 2022, BlackRock had $912 million of
gross unrecognized tax benefits, of which $497 million, if
recognized, would affect the effective tax rate.

Management is required to estimate the timing of the
recognition of deferred tax assets and liabilities, make
assumptions about the future deductibility of deferred
income tax assets and assess deferred income tax
liabilities based on enacted tax rates for the appropriate
tax jurisdictions to determine the amount of such deferred
income tax assets and liabilities. At December 31, 2022,
the Company had deferred income tax assets of
$237 million and deferred income tax liabilities of
$3.4 billion on the consolidated statement of financial
condition. Changes in deferred tax assets and liabilities
may occur in certain circumstances, including statutory
income tax rate changes, statutory tax law changes,
changes in the anticipated timing of recognition of
deferred tax assets and liabilities or changes in the
structure or tax status of the Company.

The Company assesses whether a valuation allowance
should be established against its deferred income tax
assets based on consideration of all available evidence,
both positive and negative, using a more likely than not
standard. The assessment considers, among other

matters, the nature, frequency and severity of recent
losses, forecast of future profitability, the duration of
statutory carry back and carry forward periods, the
Company’s experience with tax attributes expiring unused,
and tax planning alternatives.

Item 7a. Quantitative and
Qualitative Disclosures about
Market Risk

AUM Market Price Risk. BlackRock’s investment advisory
and administration fees are primarily comprised of fees
based on a percentage of the value of AUM and, in some
cases, performance fees expressed as a percentage of the
returns realized on AUM. At December 31, 2022, the
majority of the Company’s investment advisory and
administration fees were based on average or period end
AUM of the applicable investment funds or separate
accounts. Movements in equity market prices, interest
rates/credit spreads, foreign exchange rates or all three
could cause the value of AUM to decline, which would
result in lower investment advisory and administration
fees.

Corporate Investments Portfolio Risks. As a leading
investment management firm, BlackRock devotes
significant resources across all of its operations to
identifying, measuring, monitoring, managing and
analyzing market and operating risks, including the
management and oversight of its own investment
portfolio. The Board of Directors of the Company has
adopted guidelines for the review of investments to be
made by the Company, requiring, among other things, that
investments be reviewed by certain senior officers of the
Company, and that certain investments may be referred to
the Audit Committee or the Board of Directors, depending
on the circumstances, for approval.

In the normal course of its business, BlackRock is exposed
to equity market price risk, interest rate/credit spread risk
and foreign exchange rate risk associated with its
corporate investments.

BlackRock has investments primarily in sponsored
investment products that invest in a variety of asset
classes, including real assets, private equity and hedge
funds. Investments generally are made for co-investment
purposes to establish a performance track record or for
regulatory purposes. The Company has a seed capital
hedging program in which it enters into futures and swaps
to hedge market and interest rate exposure to certain
investments. The Company had outstanding futures with
an aggregate notional value of approximately $1.5 billion
and zero at December 31, 2022 and 2021, respectively. In
addition, the Company had outstanding total return swaps
with an aggregate notional value of zero and
approximately $720 million at December 31, 2022 and
2021, respectively.

At December 31, 2022, approximately $4.7 billion of
BlackRock’s investments were maintained in consolidated
sponsored investment products accounted for as variable
interest entities or voting rights entities. Excluding the
impact of the Federal Reserve Bank stock, carried interest
and certain investments that are hedged via the seed
capital hedging program, the Company’s economic

62

63

exposure to its investment portfolio is $3.3 billion. See
Item 7, Management’s Discussion and Analysis of Financial
Condition and Results of Operations-Balance Sheet
Overview-Investments for further information on the
Company’s investments.

Equity Market Price Risk. At December 31, 2022, the
Company’s net exposure to equity market price risk in its
investment portfolio was approximately $1.4 billion of the
Company’s total economic investment exposure.
Investments subject to market price risk include public
and private equity and real assets investments, hedge
funds and funds of funds as well as mutual funds. The
Company estimates that a hypothetical 10% adverse
change in market prices would result in a decrease of
approximately $142 million in the carrying value of such
investments.

Interest-Rate/Credit Spread Risk. At December 31, 2022,
the Company was exposed to interest rate risk and credit
spread risk as a result of approximately $1.9 billion of
investments in debt securities and sponsored investment
products that invest primarily in debt securities.
Management considered a hypothetical 100 basis point
fluctuation in interest rates or credit spreads and
estimates that the impact of such a fluctuation on these
investments, in the aggregate, would result in a decrease,
or increase, of approximately $43 million in the carrying
value of such investments.

Foreign Exchange Rate Risk. As discussed above, the
Company invests in sponsored investment products that
invest in a variety of asset classes. The carrying value of
the total economic investment exposure denominated in
foreign currencies, primarily the British pound and Euro,
was approximately $1 billion at December 31, 2022. A
10% adverse change in the applicable foreign exchange
rates would result in approximately a $100 million decline
in the carrying value of such investments.

Other Market Risks. The Company executes forward
foreign currency exchange contracts to mitigate the risk of
certain foreign exchange risk movements. At
December 31, 2022, the Company had outstanding
forward foreign currency exchange contracts with an
aggregate notional value of approximately $2.2 billion with
expiration dates in January 2023.

Item 8. Financial Statements and
Supplemental Data

The report of the independent registered public
accounting firm and financial statements listed in the
accompanying index are included in Item 15 of this report.
See Index to the consolidated financial statements on
page F-1 of this Form 10-K.

Item 9. Changes in and
Disagreements with Accountants
on Accounting and Financial
Disclosure

There have been no disagreements on accounting and
financial disclosure matters. BlackRock has not changed
accountants in the two most recent fiscal years.

Item 9a. Controls and Procedures

Disclosure 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 such term is
defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of the end of the period covered by this
annual report on Form 10-K. Based on this evaluation,
BlackRock’s Chief Executive Officer and Chief Financial
Officer have concluded that BlackRock’s disclosure
controls and procedures were effective.

Internal Control over Financial Reporting. There were no
changes in our internal control over financial reporting
that occurred during the fourth quarter of the fiscal year
ending December 31, 2022 that have materially affected
or are reasonably likely to materially affect our internal
control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting
Management of BlackRock, Inc. (the “Company”) is responsible for establishing and maintaining effective internal control
over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s
principal executive and principal financial officers, or persons performing similar functions, and effected by the
Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and includes those policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the Company;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with accounting principles generally accepted in the United States of America, and that
receipts and expenditures of the Company are being made only in accordance with the authorizations of
management and directors of the Company; and

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or

disposition of the Company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may not be prevented or
detected on a timely basis. Also, projections of any evaluation of effectiveness of the internal control over financial
reporting to future periods are subject to the risks that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31,
2022 based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that, as of
December 31, 2022, the Company’s internal control over financial reporting is effective.

The Company’s independent registered public accounting firm has issued an attestation report on the effectiveness of the
Company’s internal control over financial reporting.

February 24, 2023

64

65

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of BlackRock, Inc.:

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of BlackRock, Inc. and subsidiaries (the “Company”) as of
December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained,
in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria
established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the financial statements as of and for the year ended December 31, 2022, of the Company and our
report dated February 24, 2023, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

/s/ Deloitte & Touche LLP

New York, New York
February 24, 2023

Item 9b. Other Information

The Company is furnishing no other information in this
Form 10-K.

Item 9c. Disclosure Regarding
Foreign Jurisdictions That Prevent
Inspections

Not applicable.

PART III

Item 10. Directors, Executive
Officers and Corporate Governance

The information regarding directors and executive officers
set forth under the captions “Item 1: Election of Directors
– Director Nominee Biographies” and “Corporate
Governance – Other Executive Officers” of the Proxy
Statement is incorporated herein by reference.

Information regarding compliance with Section 16(a) of
the Exchange Act required by Item 10, if any, is set forth
under the caption “Delinquent Section 16(a) Reports” of
the Proxy Statement and incorporated herein by reference.

The information regarding BlackRock’s Code of Ethics for
Chief Executive and Senior Financial Officers under the
caption “Corporate Governance – Our Corporate
Governance Framework” of the Proxy Statement is
incorporated herein by reference.

The information regarding BlackRock’s Audit Committee
under the caption “Corporate Governance – Board
Committees” of the Proxy Statement is incorporated
herein by reference.

Item 11. Executive Compensation

The information contained in the sections captioned
“Management Development & Compensation Committee
Interlocks and Insider Participation,” “Executive
Compensation – Compensation Discussion and Analysis”
and “Corporate Governance – 2022 Director
Compensation” of the Proxy Statement is incorporated
herein by reference.

Item 12. Security Ownership of
Certain Beneficial Owners and
Management and Related
Stockholder Matters

The information contained in the sections captioned
“Ownership of BlackRock Common Stock” and “Executive
Compensation – Compensation Discussion and Analysis –
6. Executive Compensation Tables – Equity Compensation
Plan Information” of the Proxy Statement is incorporated
herein by reference.

Item 13. Certain Relationships and
Related Transactions, and Director
Independence

The information contained in the sections captioned
“Certain Relationships and Related Transactions” and
“Item 1: Election of Directors – Criteria for Board
Membership – Director Independence” of the Proxy
Statement is incorporated herein by reference.

Item 14. Principal Accountant Fees
and Services

The information regarding BlackRock’s independent
auditor fees and services in the section captioned “Item 4:
Ratification of the Appointment of the Independent
Registered Public Accounting Firm” of the Proxy
Statement is incorporated herein by reference.

PART IV

Item 15. Exhibits and Financial
Statement Schedules

1. Financial Statements

The Company’s consolidated financial statements are
included beginning on page F-1.

2. Financial Statement Schedules

Financial statement schedules have been omitted
because they are not applicable, not required or the
information required is included in the Company’s
consolidated financial statements or notes thereto.

66

67

3. Exhibit Index

As used in this exhibit list, “BlackRock” refers to BlackRock, Inc. (formerly named New BlackRock, Inc. and previously, New
Boise, Inc.) (Commission File No. 001-33099) and “Old BlackRock” refers to BlackRock Holdco 2, Inc. (formerly named
BlackRock, Inc.) (Commission File No. 001-15305), which is the predecessor of BlackRock. The following exhibits are filed
as part of this Annual Report on Form 10-K:

Please note that the agreements included as exhibits to this Form 10-K are included to provide information regarding
their terms and are not intended to provide any other factual or disclosure information about BlackRock or the other
parties to the agreements. The agreements contain representations and warranties by each of the parties to the
applicable agreement that have been made solely for the benefit of the other parties to the applicable agreement and may
not describe the actual state of affairs as of the date they were made or at any other time.

Exhibit
No.

3.1

3.1.1

3.2

4.1

4.2

4.3

4.4

4.5

4.6

4.7

4.8

4.9

4.10

4.11

10.1

10.2

10.3

10.4

10.5

Description

Amended and Restated Certificate of Incorporation of BlackRock.

Certificate of Change of Registered Agent and/or Registered Office.

Amended and Restated Bylaws of BlackRock.

Specimen of Common Stock Certificate.

Indenture, dated September 17, 2007, between BlackRock and The Bank of New York, as trustee, relating to senior debt
securities.

Form of 3.500% Notes due 2024.

Form of 1.250% Notes due 2025.

Form of 3.200% Notes due 2027.

Form of 3.250% Notes due 2029.

Form of 2.400% Notes due 2030.

Form of 1.900% Notes due 2031.

Form of 2.10% Notes due 2032.

Officers’ Certificate, dated May 6, 2015, for the 1.250% Notes due 2025 issued pursuant to the Indenture.

(1)

(2)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

(6)

(12) Description of Securities.

(13) BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan.+

(14)

(15)

(16)

(17)

Amendment to the BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan.+

Amended and Restated BlackRock, Inc. 1999 Annual Incentive Performance Plan.+

Amendment No. 1 to the BlackRock, Inc. Amended and Restated 1999 Annual Incentive Performance Plan.+

Form of Restricted Stock Unit Agreement under the BlackRock, Inc. Second Amended and Restated 1999 Stock Award
and Incentive Plan.+

10.6

(17)

Form of Performance-Based Restricted Stock Unit Agreement (BPIP) under the BlackRock, Inc. Second Amended and
Restated 1999 Stock Award and Incentive Plan.+

10.7

(19)

Form of Stock Option Agreement expected to be used in connection with future grants of Stock Options under the
BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan.+

10.8

(19)

Form of Restricted Stock Agreement expected to be used in connection with future grants of Restricted Stock under the
BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan.+

10.9

(19)

Form of Directors’ Restricted Stock Unit Agreement expected to be used in connection with future grants of Restricted
Stock Units under the BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan.+

10.10 (18)

Form of Performance-Based Stock Option Agreement under the BlackRock, Inc. Second Amended and Restated 1999
Stock Award and Incentive Plan. +

10.11 (13) BlackRock, Inc. Amended and Restated Voluntary Deferred Compensation Plan, as amended and restated as of

November 16, 2015.+

10.12 (20)

10.13 (21)

10.14 (22)

10.15 (23)

10.16 (24)

10.17 (25)

Five-Year Revolving Credit Agreement, dated as of March 10, 2011, by and among BlackRock, Inc., certain of its
subsidiaries, Wells Fargo Bank, National Association, as administrative agent, swingline lender, issuing lender and L/C
agent, Sumitomo Mitsui Banking Corporation, as Japanese Yen lender, a group of lenders, Wells Fargo Securities, LLC,
Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital, J.P. Morgan
Securities LLC and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners, Citibank, N.A., as
syndication agent and Bank of America, N.A., Barclays Bank PLC, JPMorgan Chase Bank, N.A. and Morgan Stanley
Senior Funding, Inc., as documentation agents.

Amendment No. 1, dated as of March 30, 2012, by and among BlackRock, Inc., certain of its subsidiaries, Wells Fargo
Bank, National Association, as administrative agent, swingline lender, issuing lender, L/C agent and a lender, and the
banks and other financial institutions referred to therein.

Amendment No. 2, dated as of March 28, 2013, by and among BlackRock, Inc., certain of its subsidiaries, Wells Fargo
Bank, National Association, as administrative agent, swingline lender, issuing lender, L/C agent and a lender, and the
banks and other financial institutions referred to therein.

Amendment No. 3, dated as of March 28, 2014, by and among BlackRock, Inc., certain of its subsidiaries, Wells Fargo
Bank, National Association, as administrative agent, swingline lender, issuing lender, L/C agent and a lender, and the
banks and other financial institutions referred to therein.

Amendment No. 4, dated as of April 2, 2015, by and among BlackRock, Inc., certain of its subsidiaries, Wells Fargo Bank,
National Association, as administrative agent, swingline lender, issuing lender, L/C agent and a lender, and the banks
and other financial institutions referred to therein.

Amendment No. 5, dated as of April 8, 2016, by and among BlackRock, Inc., certain of its subsidiaries, Wells Fargo Bank,
National Association, as administrative agent, swingline lender, issuing lender, L/C agent and a lender, and the banks
and other financial institutions referred to therein.

Exhibit
No.

10.18 (26)

10.19 (27)

10.20 (28)

10.21 (29)

10.22 (30)

10.23 (31)

10.24 (32)

10.25 (33)

Description

Amendment No. 6, dated as of April 6, 2017, by and among BlackRock, Inc., certain of its subsidiaries, Wells Fargo Bank,
National Association, as administrative agent, swingline lender, issuing lender, L/C agent and a lender, and the banks
and other financial institutions referred to therein.

Amendment No. 7, dated as of April 3, 2018, by and among BlackRock, Inc., certain of its subsidiaries, Wells Fargo Bank,
National Association, as administrative agent, swingline lender, issuing lender, L/C agent and a lender, and the banks
and other financial institutions referred to therein.

Amendment No. 8, dated as of March 29, 2019, by and among BlackRock, Inc., certain of its subsidiaries, Wells Fargo
Bank, National Association, as administrative agent, swingline lender, issuing lender, L/C agent and a lender, and the
banks and other financial institutions referred to therein.

Amendment No. 9, dated as of March 31, 2020, by and among BlackRock, Inc., certain of its subsidiaries, Wells Fargo
Bank, National Association, as administrative agent, swingline lender, issuing lender, L/C agent and a lender, and the
banks and other financial institutions referred to therein.

Amendment No. 10, dated as of March 31, 2021, by and among BlackRock, Inc., certain of its subsidiaries, Wells Fargo
Bank, National Association, as administrative agent, a swingline lender, an issuing lender, L/C agent and a lender, and
the banks and other financial institutions referred to therein.

Amendment No. 11, dated as of December 13, 2021, by and among BlackRock, Inc., certain of its subsidiaries, Wells
Fargo Bank, National Association, as administrative agent, a swingline lender, an issuing lender, L/C agent and a lender,
and the banks and other financial institutions referred to therein.

Amendment No. 12, dated as of March 31, 2022, by and among BlackRock, Inc., certain of its subsidiaries, Wells Fargo
Bank, National Association, as administrative agent, a swingline lender, an issuing lender, L/C agent and a lender, and
the banks and other financial institutions referred to therein.

Lease Agreement, dated as of February 17, 2010, among BlackRock Investment Management (UK) Limited and
Mourant & Co Trustees Limited and Mourant Property Trustees Limited as Trustees of the Drapers Gardens Unit Trust
for the lease of Drapers Gardens, 12 Throgmorton Avenue, London, EC2, United Kingdom.

10.26 (34)

Lease, by and between BlackRock, Inc. and 50 HYMC Holdings LLC.*

10.27 (35)

Letter Agreement, dated February 12, 2013, between Gary S. Shedlin and BlackRock.+

10.28 (36)

Amended and Restated Commercial Paper Dealer Agreement between BlackRock and Barclays Capital Inc., dated as of
December 23, 2014.

10.29 (36)

Amended and Restated Commercial Paper Dealer Agreement between BlackRock and Citigroup Global Markets Inc.,
dated as of December 23, 2014.

10.30 (36)

Amended and Restated Commercial Paper Dealer Agreement between BlackRock and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, dated as of January 6, 2015.

10.31 (36)

Amended and Restated Commercial Paper Dealer Agreement between BlackRock and Credit Suisse Securities (USA)
LLC dated as of January 6, 2015.

10.32 (37) BlackRock, Inc. Leadership Retention Carry Plan.+

10.33 (38)

Form of Percentage Points Award Agreement pursuant to the BlackRock, Inc. Leadership Retention Carry Plan.+

21.1

23.1

31.1

31.2

32.1

Subsidiaries of Registrant.

Deloitte & Touche LLP Consent.

Section 302 Certification of Chief Executive Officer.

Section 302 Certification of Chief Financial Officer.

Section 906 Certification of Chief Executive Officer and Chief Financial Officer.

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL
tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

101.DEF

101.LAB

101.PRE

104

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(1)

Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on May 28, 2021.

(2)

Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on July 23, 2021.

(3)

Incorporated by reference to BlackRock’s Registration Statement on Form S-8 (Registration No. 333-137708) filed on September 29, 2006.

(4)

Incorporated by reference to BlackRock’s Annual Report on Form 10-K for the year ended December 31, 2007.

(5)

Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on March 18, 2014.

(6)

Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on May 6, 2015.

(7)

Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on March 28, 2017.

(8)

Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on April 29, 2019.

(9)

Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on January 27, 2020.

(10) Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on May 6, 2020.

(11) Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on December 10, 2021.

(12) Incorporated by reference to BlackRock’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

68

69

(13) Incorporated by reference to BlackRock’s Annual Report on Form 10-K for the year ended December 31, 2015.

(14) Incorporated by reference to BlackRock’s Definitive Proxy Statement on Form DEF 14A filed on April 13, 2018.

(15) Incorporated by reference to Old BlackRock’s Annual Report on Form 10-K for the year ended December 31, 2002.

(16) Incorporated by reference to Old BlackRock’s Current Report on Form 8-K filed on May 24, 2006.

(17) Incorporated by reference to BlackRock’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.

(18) Incorporated by reference to BlackRock’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.

(19) Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on October 5, 2006.

(20) Incorporated by reference to BlackRock’s Current Report on Form 8-K/A filed on August 24, 2012.

(21) Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on April 4, 2012.

(22) Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on April 3, 2013.

(23) Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on March 28, 2014.

(24) Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on April 3, 2015.

(25) Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on April 14, 2016.

(26) Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on April 11, 2017.

(27) Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on April 6, 2018.

(28) Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on March 29, 2019.

(29) Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on April 1, 2020.

(30) Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on April 6, 2021.

(31) Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on December 13, 2021.

(32) Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on April 1, 2022.

(33) Incorporated by reference to BlackRock’s Annual Report on Form 10-K for the year ended December 31, 2009.

(34) Incorporated by reference to BlackRock’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.

(35) Incorporated by reference to BlackRock’s Current Report on Form 8-K filed on February 19, 2013.

(36) Incorporated by reference to BlackRock’s Annual Report on Form 10-K for the year ended December 31, 2014.

(37) Incorporated by reference to BlackRock’s Annual Report on Form 10-K for the year ended December 31, 2019.

(38) Incorporated by reference to BlackRock’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

+

*

Denotes compensatory plans or arrangements.

Portions of this exhibit have been omitted pursuant to a confidential treatment order from the SEC.

Item 16. Form 10-K Summary

Not applicable.

70

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

By:

/s/ LAURENCE D. FINK

Laurence D. Fink

Chairman, Chief Executive Officer and Director

February 24, 2023

Each of the officers and directors of BlackRock, Inc. whose signature appears below, in so signing, also makes, constitutes
and appoints Laurence D. Fink, Gary S. Shedlin, Christopher J. Meade, Laura Hildner and R. Andrew Dickson III, his or her
true and lawful attorneys-in-fact, with full power and substitution, for him or her in any and all capacities, to execute and
cause to be filed with the Securities and Exchange Commission any and all amendments to the Annual Report on Form
10-K, with exhibits thereto and other documents connected therewith and to perform any acts necessary to be done in
order to file such documents, and hereby ratifies and confirms all that said attorney-in-fact or his or her substitute or
substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

/S/ LAURENCE D. FINK

Laurence D. Fink

/S/ GARY S. SHEDLIN

Gary S. Shedlin

/S/ MARC D. COMERCHERO

Marc D. Comerchero

/S/ BADER M. ALSAAD

Bader M. Alsaad

/S/ PAMELA DALEY

Pamela Daley

/S/ WILLIAM E. FORD

William E. Ford

/S/ FABRIZIO FREDA

Fabrizio Freda

/S/ MURRY S. GERBER

Murry S. Gerber

/S/ MARGARET L. JOHNSON

Margaret L. Johnson

/S/ ROBERT S. KAPITO

Robert S. Kapito

/S/ CHERYL D. MILLS

Cheryl D. Mills

/S/ GORDON M. NIXON

Gordon M. Nixon

/S/ KRISTIN PECK

Kristin Peck

/S/ CHARLES H. ROBBINS

Charles H. Robbins

/S/ MARCO ANTONIO SLIM DOMIT

Marco Antonio Slim Domit

Title

Date

Chairman, Chief Executive Officer and
Director (Principal Executive Officer)

Senior Managing Director and Chief
Financial Officer (Principal Financial
Officer)

Managing Director and Chief Accounting
Officer (Principal Accounting Officer)

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

71

February 24, 2023

February 24, 2023

February 24, 2023

February 24, 2023

February 24, 2023

February 24, 2023

February 24, 2023

February 24, 2023

February 24, 2023

February 24, 2023

February 24, 2023

February 24, 2023

February 24, 2023

February 24, 2023

February 24, 2023

Signature

Title

Date

INDEX TO FINANCIAL STATEMENTS

/S/ HANS E. VESTBERG

Hans E. Vestberg

/S/ SUSAN L. WAGNER

Susan L. Wagner

/S/ MARK WILSON

Mark Wilson

Director

Director

Director

February 24, 2023

Report of Independent Registered Public Accounting Firm (PCAOB ID 34)

February 24, 2023

Consolidated Statements of Income

Consolidated Statements of Financial Condition

February 24, 2023

Consolidated Statements of Comprehensive Income

Consolidated Statements of Changes in Equity

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

F-2

F-4

F-5

F-6

F-7

F-8

F-9

72

F-1

• We evaluated management’s assessment of the factors considered including AUM growth rates, revenue basis
points, operating margins, tax rates and discount rate by comparing management’s assumptions to historical
amounts, and internal communications to management and the Board of Directors. Further, with the assistance of
our fair value specialists, we evaluated the Company’s assumptions by comparing them to analyst and industry
reports; the Company’s peers; GDP growth rates; inflation rates; and other macroeconomic factors utilizing external
market data.

• We evaluated the impact of changes in the impairment factors, including macroeconomic conditions, industry and
market considerations, and Company-specific events from July 31, 2022, the annual impairment assessment date,
to December 31, 2022 and evaluated any changes in the impairment factors.

/s/ Deloitte & Touche LLP

New York, New York
February 24, 2023

We have served as the Company’s auditor since 2002.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of BlackRock, Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial condition of BlackRock, Inc. and subsidiaries
(the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive
income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the
related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with
accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria
established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission and our report dated February 24, 2023, expressed an unqualified opinion on the Company’s
internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on
the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a
separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment of indefinite-lived intangible assets — Refer to Notes 2 and 12 to the financial statements

Critical Audit Matter Description

The Company’s indefinite-lived intangible assets are comprised of management contracts and trade names/trademarks
acquired in business acquisitions. The Company performs its impairment assessment of its indefinite-lived intangible
assets at least annually, as of July 31st. In evaluating whether it is more likely than not that the fair value of indefinite-
lived intangibles is less than carrying value, the Company performs an assessment of factors impacting the fair value of
the indefinite lived intangible asset, including assets under management (“AUM”), revenue basis points, projected AUM
growth rates, operating margins, tax rates and discount rates. In addition, the Company also considers macroeconomic
conditions; industry and market considerations; and Company-specific events. The assessment of whether an indefinite-
lived intangible asset is determined to be more likely than not impaired requires management to make judgments about
the factors that impact the indefinite-lived intangible assets’ fair value.

Given the significant judgments made by management when assessing the likelihood of impairment of the Company’s
indefinite-lived intangible assets, performing audit procedures to evaluate the reasonableness of management’s
estimates and assumptions requires a high degree of auditor judgment and an increased extent of effort, including the
need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to evaluating management’s assessment of whether the indefinite-lived intangible assets
were more likely than not impaired included the following, among others:

• We tested the design and operating effectiveness of controls over the Company’s indefinite-lived intangible asset

impairment analysis, including those related to management’s assessment of the factors that impact the fair value
of the Company’s indefinite lived intangible assets.

F-2

F-3

BlackRock, Inc.
Consolidated Statements of Financial Condition

(in millions, except shares and per share data)

Assets

Cash and cash equivalents(1)

Accounts receivable

Investments(1)

Separate account assets

Separate account collateral held under securities lending agreements

Property and equipment (net of accumulated depreciation and amortization of $1,390 and $1,256 at

December 31, 2022 and 2021, respectively)

Intangible assets (net of accumulated amortization of $483 and $399 at December 31, 2022 and 2021,

respectively)

Goodwill

Operating lease right-of-use assets

Other assets(1)

Total assets

Liabilities

Accrued compensation and benefits

Accounts payable and accrued liabilities

Borrowings

Separate account liabilities

Separate account collateral liabilities under securities lending agreements

Deferred income tax liabilities

Operating lease liabilities

Other liabilities(1)

Total liabilities

Commitments and contingencies (Note 16)

Temporary equity

Redeemable noncontrolling interests

Permanent equity

BlackRock, Inc. stockholders’ equity

Common stock, $0.01 par value;

Shares authorized: 500,000,000 at December 31, 2022 and 2021; Shares issued: 172,075,373 at

December 31, 2022 and 2021; Shares outstanding: 149,756,492 and 151,684,491 at
December 31, 2022 and 2021, respectively

Additional paid-in capital

Retained earnings

Accumulated other comprehensive loss

Treasury stock, common, at cost (22,318,881 and 20,390,882 shares held at December 31, 2022 and

2021, respectively)

Total BlackRock, Inc. stockholders’ equity

Nonredeemable noncontrolling interests

Total permanent equity

December 31,
2022

December 31,
2021

$

7,416

$

9,323

3,264

7,466

54,066

5,765

3,789

7,262

86,226

7,081

1,031

762

18,302

15,341

1,516

3,461

18,453

15,351

1,621

2,780

$ 117,628

$ 152,648

$

2,272

$

2,951

1,294

6,654

54,066

5,765

3,381

1,835

3,576

1,397

7,446

86,226

7,081

2,758

1,872

4,024

78,843

113,755

909

1,087

2

2

19,772

29,876

(1,101)

(10,805)

37,744

132

37,876

19,640

27,688

(550)

(9,087)

37,693

113

37,806

Total liabilities, temporary equity and permanent equity

$ 117,628

$ 152,648

(1)

At December 31, 2022, cash and cash equivalents, investments, other assets and other liabilities include $234 million, $3.9 billion, $68 million and $1.9 billion, respectively, related to
consolidated variable interest entities (“VIEs”). At December 31, 2021, cash and cash equivalents, investments, other assets and other liabilities include $251 million, $4.0 billion, $50 million
and $1.9 billion, respectively, related to consolidated VIEs.

See accompanying notes to consolidated financial statements.

BlackRock, Inc.
Consolidated Statements of Income

(in millions, except per share data)

Revenue

Investment advisory, administration fees and securities lending revenue:

Related parties

Other third parties

Total investment advisory, administration fees and securities lending revenue

Investment advisory performance fees

Technology services revenue

Distribution fees

Advisory and other revenue

Total revenue

Expense

Employee compensation and benefits

Distribution and servicing costs

Direct fund expense

General and administration expense

Restructuring charge

Amortization of intangible assets

Total expense

Operating income

Nonoperating income (expense)

Net gain (loss) on investments

Interest and dividend income

Interest expense

Total nonoperating income (expense)

Income before income taxes

Income tax expense

Net income

Less:

Net income (loss) attributable to noncontrolling interests

Net income attributable to BlackRock, Inc.

Earnings per share attributable to BlackRock, Inc. common stockholders:

Basic

Diluted

Weighted-average common shares outstanding:

Basic

Diluted

See accompanying notes to consolidated financial statements.

2022

2021

2020

$ 10,848

$ 11,474

$ 9,079

3,603

14,451

514

1,364

1,381

163

3,786

3,560

15,260

12,639

1,143

1,281

1,521

169

1,104

1,139

1,131

192

17,873

19,374

16,205

5,681

2,179

1,226

2,160

91

151

11,488

6,385

(35)

152

(212)

(95)

6,290

1,296

4,994

6,043

2,200

1,313

2,221

—

147

5,041

1,835

1,063

2,465

—

106

11,924

10,510

7,450

5,695

841

87

(205)

723

8,173

1,968

6,205

972

62

(205)

829

6,524

1,238

5,286

(184)

304

354

$ 5,178

$ 5,901

$ 4,932

$ 34.31

$ 33.97

$ 38.76

$ 32.13

$ 38.22

$ 31.85

150.9

152.4

152.2

154.4

153.5

154.8

F-4

F-5

BlackRock, Inc.
Consolidated Statements of Comprehensive Income

BlackRock, Inc.
Consolidated Statements of Changes in Equity

(in millions)

Net income

Other comprehensive income (loss):

Foreign currency translation adjustments(1)

Other comprehensive income (loss)

Comprehensive income

Less: Comprehensive income (loss) attributable to noncontrolling interests

Comprehensive income attributable to BlackRock, Inc.

2022

2021

2020

$ 4,994

$ 6,205

$ 5,286

(551)

(551)

4,443

(184)

(213)

(213)

5,992

304

234

234

5,520

354

$ 4,627

$ 5,688

$ 5,166

(1)

Amount for 2022 includes a gain from a net investment hedge of $37 million (net of tax expense of $12 million). Amount for 2021 includes a gain from a net investment hedge of $46 million
(net of tax expense of $14 million). Amount for 2020 includes a loss from a net investment hedge of $54 million (net of tax benefit of $17 million).

See accompanying notes to consolidated financial statements.

(in millions)

December 31, 2019

Net income

Dividends declared ($14.52 per share)

Stock-based compensation

Issuance of common shares related to

employee stock transactions

Employee tax withholdings related to

employee stock transactions

Shares repurchased

Subscriptions (redemptions/

distributions) — noncontrolling
interest holders

Net consolidations (deconsolidations)

of sponsored investment funds

Other comprehensive income (loss)

Additional
Paid-in
Capital(1)

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Treasury
Stock
Common

Total
BlackRock
Stockholders’
Equity

Nonredeemable
Noncontrolling
Interests

Total
Permanent
Equity

Redeemable
Noncontrolling
Interests /
Temporary
Equity

$19,188 $21,662

$ (571)

$ (6,732) $33,547

$ 66

$33,613

$ 1,316

—

4,932

— (2,260)

622

(515)

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

234

—

—

—

4,932

(2,260)

622

532

17

(297)

(297)

(1,512)

(1,512)

(1)

—

—

—

—

—

4,931

(2,260)

622

17

(297)

(1,512)

355

—

—

—

—

—

—

—

—

—

—

234

(14)

(14)

2,065

—

—

—

234

(1,414)

—

December 31, 2020

$19,295 $24,334

$ (337)

$ (8,009) $35,283

$ 51

$35,334

$ 2,322

Net income
Dividends declared ($16.52 per share)
Stock-based compensation
Issuance of common shares related to

5,901
—
— (2,547)
—

734

employee stock transactions

(387)

Employee tax withholdings related to

employee stock transactions

Shares repurchased
Subscriptions (redemptions/

distributions) — noncontrolling
interest holders

Net consolidations (deconsolidations)

of sponsored investment funds

Other comprehensive income (loss)

—
—

—

—

—

—

—
—

—

—

—

—
—
—

—

—
—

—

—

(213)

—
—
—

5,901
(2,547)
734

407

20

(285)
(1,200)

(285)
(1,200)

—

—

—

—

—

(213)

(2)
—
—

—

—
—

67

(3)

—

5,899
(2,547)
734

20

(285)
(1,200)

306
—
—

—

—
—

67

1,408

(3)

(2,949)

(213)

—

December 31, 2021

Net income

Dividends declared ($19.52 per share)

Stock-based compensation

Issuance of common shares related to

employee stock transactions

Employee tax withholdings related to

employee stock transactions

Shares repurchased

Subscriptions (redemptions/

distributions) — noncontrolling
interest holders

Net consolidations (deconsolidations)

of sponsored investment funds

Other comprehensive income (loss)

$19,642 $27,688

$ (550)

$ (9,087) $37,693

$ 113

$37,806

$ 1,087

—

5,178

— (2,990)

708

(576)

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

(551)

—

—

—

5,178

(2,990)

708

614

38

(457)

(457)

(1,875)

(1,875)

—

—

—

—

—

(551)

6

—

—

—

—

—

4

9

—

5,184

(2,990)

708

38

(457)

(1,875)

4

9

(551)

(190)

—

—

—

—

—

614

(602)

—

December 31, 2022

$19,774 $29,876

$(1,101)

$(10,805) $37,744

$ 132

$37,876

$ 909

(1)

Amounts include $2 million of common stock at December 31, 2022, 2021, 2020 and 2019.

See accompanying notes to consolidated financial statements.

F-6

F-7

BlackRock, Inc.
Consolidated Statements of Cash Flows

(in millions)

Operating activities

Net income

Adjustments to reconcile net income to net cash provided by/(used in) operating activities:

Depreciation and amortization

Noncash lease expense

Stock-based compensation

Deferred income tax expense (benefit)

Charitable Contribution

Gain related to the Charitable Contribution

Contingent consideration fair value adjustments

Other investment gains

Net (gains) losses within CIPs

Net (purchases) proceeds within CIPs

(Earnings) losses from equity method investees

Distributions of earnings from equity method investees

Changes in operating assets and liabilities:

Accounts receivable

Investments, trading

Other assets

Accrued compensation and benefits

Accounts payable and accrued liabilities

Other liabilities

2022

2021

2020

$ 4,994

$ 6,205

$ 5,286

418

165

708

602

—

—

3

(268)

400

415

144

734

(865)

—

—

34

(165)

(302)

358

118

622

(157)

589

(122)

23

(244)

(501)

(1,190)

(1,683)

(2,282)

(29)

50

416

196

(166)

(711)

(151)

(481)

(315)

84

(322)

323

(172)

412

342

75

(148)

32

(313)

160

(60)

487

(115)

10

Net cash provided by/(used in) operating activities

4,956

4,944

3,743

Investing activities

Purchases of investments

Proceeds from sales and maturities of investments

Distributions of capital from equity method investees

Net consolidations (deconsolidations) of sponsored investment funds

Acquisitions, net of cash acquired

Purchases of property and equipment

Net cash provided by/(used in) investing activities

Financing activities

Proceeds from long-term borrowings

Repayments of long-term borrowings

Cash dividends paid

Proceeds from stock options exercised

Repurchases of common stock

Net proceeds from (repayments of) borrowings by CIPs

Net (redemptions/distributions paid)/subscriptions received from noncontrolling interest

holders

Other financing activities

Net cash provided by/(used in) financing activities

Effect of exchange rate changes on cash, cash equivalents and restricted cash

Net increase/(decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of year

Cash, cash equivalents and restricted cash, end of year

Supplemental disclosure of cash flow information:

Cash paid for:

Interest

Income taxes (net of refunds)

Supplemental schedule of noncash investing and financing transactions:

Issuance of common stock

Charitable Contribution of an investment

Increase/(decrease) in noncontrolling interests due to net consolidation (deconsolidation) of

sponsored investment funds

See accompanying notes to consolidated financial statements.

(824)

242

70

(85)

—

(533)

(1,130)

—

(750)

(2,990)

11

(910)

429

95

(104)

(1,106)

(341)

(1,937)

(359)

187

183

(71)

—

(194)

(254)

991

(750)

2,245

—

(2,547)

(2,260)

—

—

(2,332)

(1,485)

(1,809)

(26)

618

27

(5,442)

(291)

(1,907)

9,340

32

51

1,475

2,051

(3)

(2,287)

(61)

659

8,681

(34)

244

102

3,835

4,846

$ 7,433

$ 9,340

$ 8,681

$ 177

$ 1,067

$

189

$

183

$ 2,720

$ 1,308

$ 576

$

—

$

$

387

$

515

—

$ (589)

$ (593)

$ (2,952)

$ (1,414)

BlackRock, Inc.
Notes to the Consolidated
Financial Statements

1. Business Overview

BlackRock, Inc. (together, with its subsidiaries, unless the
context otherwise indicates, “BlackRock” or the
“Company”) is a leading publicly traded investment
management firm providing a broad range of investment
management and technology services to institutional and
retail clients worldwide.

BlackRock’s diverse platform of alpha-seeking active,
index and cash management investment strategies across
asset classes enables the Company to offer choice and
tailor investment outcomes and asset allocation solutions
for clients. Product offerings include single- and multi-
asset portfolios investing in equities, fixed income,
alternatives and money market instruments. Products are
offered directly and through intermediaries in a variety of
vehicles, including open-end and closed-end mutual
funds, iShares® and BlackRock exchange-traded funds
(“ETFs”), separate accounts, collective trust funds and
other pooled investment vehicles. BlackRock also offers
technology services, including the investment and risk
management technology platform, Aladdin®, Aladdin
Wealth, eFront and Cachematrix, as well as advisory
services and solutions to a broad base of institutional and
wealth management clients.

2. Significant Accounting Policies

Basis of Presentation

These consolidated financial statements have been
prepared in accordance with accounting principles
generally accepted in the United States (“GAAP”) and
include the accounts of the Company and its controlled
subsidiaries. Noncontrolling interests (“NCI”) on the
consolidated statements of financial condition represent
the portion of consolidated sponsored investment
products (“CIPs”) and a consolidated affiliate (collectively,
“consolidated entities”) in which the Company does not
have direct equity ownership. Intercompany balances and
transactions have been eliminated upon consolidation.

The preparation of financial statements in conformity with
GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expense during the
reporting periods. Actual results could differ from those
estimates.

Certain prior period presentations and disclosures, while
not required to be recast, may be reclassified to ensure
comparability with current period classifications.

Cash and Cash Equivalents. Cash and cash equivalents
primarily consists of cash, money market funds and short-
term, highly liquid investments with original maturities of
three months or less. Cash and cash equivalent balances
that are legally restricted from use by the Company are
recorded in other assets on the consolidated statements
of financial condition. Cash balances maintained by
consolidated VIEs and voting rights entities (“VREs”) are
not considered legally restricted and are included in cash

and cash equivalents on the consolidated statements of
financial condition.

Investments

Investments in Debt Securities. The Company classifies
debt investments as held-to-maturity or trading based on
the Company’s intent and ability to hold the debt security
to maturity or its intent to sell the security.

Held-to-maturity securities are purchased with the
positive intent and ability to be held to maturity and are
recorded at amortized cost on the consolidated
statements of financial condition.

Trading securities are those investments that are
purchased principally for the purpose of selling them in
the near term. Trading securities are carried at fair value
on the consolidated statements of financial condition with
changes in fair value recorded in nonoperating income
(expense) on the consolidated statements of income.
Trading securities include certain investments in
collateralized loan obligations (“CLOs”) for which the fair
value option is elected in order to reduce operational
complexity of bifurcating embedded derivatives.

Investments in Equity Securities. Equity securities are
generally carried at fair value on the consolidated
statements of financial condition with changes in the fair
value recorded through net income (“FVTNI”) within
nonoperating income (expense). For nonmarketable
equity securities, the Company generally elects to apply
the practicality exception to fair value measurement,
under which such securities will be measured at cost, less
impairment, plus or minus observable price changes for
identical or similar securities of the same issuer with such
changes recorded through net income within
nonoperating income (expense). Dividends received are
recorded as dividend income within nonoperating income
(expense).

Equity Method. The Company applies the equity method of
accounting for equity investments where the Company
does not consolidate the investee, but can exert
significant influence over the financial and operating
policies of the investee. The evaluation of whether the
Company exerts control or significant influence over the
financial and operational policies of its investees is based
on the facts and circumstances surrounding each
individual investment. Factors considered in these
evaluations may include the type of investment, the legal
structure of the investee, the terms of BlackRock’s
contractual agreements, including investor voting or other
rights, any influence BlackRock may have on the
governing board of the investee, the legal rights of other
investors in the entity pursuant to the entity’s operating
documents and the relationship between BlackRock and
other investors in the entity. The Company’s share of the
investee’s underlying net income or loss is recorded as net
gain (loss) on investments within nonoperating income
(expense) and as other revenue for certain strategic
minority investments since such investees are considered
to be an extension of the Company’s core business. The
Company’s share of net income of the investee is recorded
based upon the most current information available at the
time, which may precede the date of the consolidated
statement of financial condition. Distributions received
reduce the Company’s carrying value of the investee and

F-8

F-9

the cost basis if deemed to be a return of capital. The
Company classifies distributions in the consolidated
statements of cash flows as either distributions of
earnings (operating) or distributions of capital (investing)
based on the nature of the distribution.

Impairments of Investments. Management periodically
assesses equity method, nonmarketable investments, and
held-to-maturity investments for impairment. If
impairment exists, an impairment charge would be
recorded for the excess of the carrying amount of the
investment over its estimated fair value in the
consolidated statements of income.

For equity method investments and nonmarketable
investments, impairment evaluation considers qualitative
factors, including the financial conditions and specific
events related to an investee, that may indicate the fair
value of the investment is less than its carrying value. For
held-to-maturity investments, impairment is evaluated
using market values, where available, or the expected
future cash flows of the investment.

For the Company’s investments in CLOs, the Company
reviews cash flow estimates over the life of each CLO
investment. On a quarterly basis, if the present value of
the estimated future cash flows is lower than the carrying
value of the investment and there is an adverse change in
estimated cash flows, an impairment is considered to be
other-than-temporary.

Consolidation. The Company performs an analysis for
investment products to determine if the product is a VIE or
a VRE. Factors considered in this analysis include the
entity’s legal organization, the entity’s capital structure,
the rights of equity investment holders and the Company’s
contractual involvement with, and economic interest in,
the entity and any related party or de facto agent
implications of the Company’s involvement with the entity.
Entities that are determined to be VIEs are consolidated if
the Company is the primary beneficiary (“PB”) of the
entity. VREs are typically consolidated if the Company
holds the majority voting interest. Upon the occurrence of
certain events (such as contributions and redemptions,
either by the Company, or third parties, or amendments to
an entity’s governing documents), management reviews
and reconsiders its previous conclusion regarding the
status of an entity as a VIE or a VRE. Additionally,
management continually reconsiders whether the
Company is deemed to be a VIE’s PB that consolidates
such entity.

Consolidation of Variable Interest Entities. Certain
investment products for which a controlling financial
interest is achieved through arrangements that do not
involve or are not directly linked to voting interests are
deemed consolidated VIEs. BlackRock reviews factors,
including whether or not (1) the entity has equity at risk
that is sufficient to permit the entity to finance its activities
without additional subordinated support from other parties
and (2) the equity holders at risk have the obligation to
absorb losses, the right to receive residual returns, and the
right to direct the activities of the entity that most
significantly impact the entity’s economic performance, to
determine if the investment product is a VIE.

The PB of a VIE is defined as the variable interest holder
that has a controlling financial interest in the VIE. A

controlling financial interest is defined as (1) the power to
direct the activities of the VIE that most significantly
impact its economic performance and (2) the obligation to
absorb losses of the entity or the right to receive benefits
from the entity that potentially could be significant to the
VIE. The Company generally consolidates VIEs in which it
holds an economic interest of 10% or greater and
deconsolidates such VIEs once economic interest falls
below 10%.

Consolidation of Voting Rights Entities. BlackRock is
required to consolidate an investee to the extent that
BlackRock can exert control over the financial and
operating policies of the investee, which generally exists if
there is a greater than 50% voting equity interest.

Retention of Specialized Investment Company Accounting
Principles. Upon consolidation of sponsored investment
products, the Company retains the specialized investment
company accounting principles of the underlying funds.
All of the underlying investments held by such CIPs are
carried at fair value with corresponding changes in the
investments’ fair values reflected in net income within
nonoperating income (expense). When the Company no
longer controls these funds due to reduced ownership
percentage or other reasons, the funds are deconsolidated
and accounted for as an equity method investment or
equity securities FVTNI.

Separate Account Assets and Liabilities. Separate
account assets are maintained by BlackRock Life Limited,
a wholly owned subsidiary of the Company, which is a
registered life insurance company in the United Kingdom
(“UK”), and represent segregated assets held for purposes
of funding individual and group pension contracts. The life
insurance company does not underwrite any insurance
contracts that involve any insurance risk transfer from the
insured to the life insurance company. The separate
account assets primarily include equity securities, debt
securities, money market funds and derivatives. The
separate account assets are not subject to general claims
of the creditors of BlackRock. These separate account
assets and the related equal and offsetting liabilities are
recorded as separate account assets and separate
account liabilities on the consolidated statements of
financial condition.

The net investment income attributable to separate
account assets supporting individual and group pension
contracts accrues directly to the contract owner and is not
reported on the consolidated statements of income. While
BlackRock has no economic interest in these separate
account assets and liabilities, BlackRock earns policy
administration and management fees associated with
these products, which are included in investment advisory,
administration fees (collectively “base fees”) and
securities lending revenue on the consolidated statements
of income.

Separate Account Collateral Assets Held and Liabilities
Under Securities Lending Agreements. The Company
facilitates securities lending arrangements whereby
securities held by separate accounts maintained by
BlackRock Life Limited are lent to third parties under
global master securities lending agreements. In exchange,
the Company receives collateral by obtaining either
(1) legal title or (2) first ranking priority security interest.
The minimum collateral values generally range from

approximately 102% to 112% of the value of the
securities lent in order to reduce counterparty risk. The
required collateral value is calculated on a daily basis. The
global master securities lending agreements provide the
Company the right to request additional collateral or, in
the event of borrower default, the right to liquidate
collateral. The securities lending transactions entered into
by the Company are accompanied by an agreement that
entitles the Company to request the borrower to return the
securities at any time; therefore, these transactions are
not reported as sales.

In situations where the Company receives the legal title to
collateral under these securities lending arrangements,
the Company records an asset on the consolidated
statements of financial condition in addition to an equal
collateral liability for the obligation to return the collateral.
Additionally, in situations where the Company obtains a
first ranking priority security interest in the collateral, the
Company does not have the ability to pledge or resell the
collateral and therefore does not record the collateral on
the consolidated statements of financial condition.

At December 31, 2022 and 2021, the fair value of loaned
securities held by separate accounts was approximately
$10.2 billion and $13.2 billion, respectively, and the fair
value of the collateral under these securities lending
agreements was approximately $11.0 billion and
$14.1 billion, respectively, of which approximately
$5.8 billion as of 2022 and $7.1 billion as of 2021 was
recognized on the consolidated statements of financial
condition. During 2022 and 2021, the Company had not
resold or repledged any of the collateral received under
these arrangements. The securities lending revenue
earned from lending securities held by the separate
accounts is included in base fees and securities lending
revenue on the consolidated statements of income.

Property and Equipment. Property and equipment are
recorded at cost less accumulated depreciation.
Depreciation is generally determined by cost less any
estimated residual value using the straight-line method
over the estimated useful lives of the various classes of
property and equipment. Leasehold improvements are
amortized using the straight-line method over the shorter
of the estimated useful life or the remaining lease term.

The Company capitalizes certain costs incurred in
connection with developing or obtaining software within
property and equipment. Capitalized software costs are
amortized, beginning when the software product is ready
for its intended use, over the estimated useful life of the
software of approximately three years.

Goodwill and Intangible Assets. Goodwill represents the
cost of a business acquisition in excess of the fair value of
the net assets acquired. The Company has determined
that it has one reporting unit for goodwill impairment
testing purposes, the consolidated BlackRock single
operating segment, which is consistent with internal
management reporting and management’s oversight of
operations. The Company performs an impairment
assessment of its goodwill at least annually, as of
July 31st. In its assessment of goodwill for impairment,
the Company considers such factors as the book value
and market capitalization of the Company.

Intangible assets are comprised of indefinite-lived
intangible assets and finite-lived intangible assets
acquired in a business acquisition. The value of contracts
to manage assets in proprietary open-end funds and
collective trust funds and certain other commingled
products without a specified termination date is generally
classified as indefinite-lived intangible assets. In addition,
trade names/trademarks are considered indefinite-lived
intangible assets when they are expected to generate cash
flows indefinitely.

Indefinite-lived intangible assets and goodwill are not
amortized. Finite-lived investor/customer relationships,
technology-related assets, and management contracts,
which relate to acquired separate accounts and funds,
that are expected to contribute to the future cash flows of
the Company for a specified period of time, are amortized
over their useful lives. On a quarterly basis, the Company
considers whether the indefinite-lived and finite-lived
classifications are still appropriate.

The Company performs assessments to determine if any
intangible assets are potentially impaired at least
annually, as of July 31st. The carrying value of finite-lived
assets and their remaining useful lives are reviewed to
determine if circumstances exist which may indicate a
potential impairment or revisions to the amortization
period.

In evaluating whether it is more likely than not that the fair
value of indefinite-lived intangibles is less than its
carrying value, BlackRock assesses various significant
quantitative factors, including assets under management
(“AUM”), revenue basis points, projected AUM growth
rates, operating margins, tax rates and discount rates. If
an indefinite-lived intangible is determined to be more
likely than not impaired, then the fair value of the asset is
compared with its carrying value and any excess of the
carrying value over the fair value would be recognized as
an expense in the period in which the impairment occurs.

For finite-lived intangible assets, if potential impairment
circumstances are considered to exist, the Company will
perform a recoverability test using an undiscounted cash
flow analysis. If the carrying value of the asset is
determined not to be recoverable based on the
undiscounted cash flow test, the difference between the
carrying value of the asset and its current fair value would
be recognized as an expense in the period in which the
impairment occurs.

Consolidated Affiliate. During the second quarter of 2021,
the Company formed a majority-controlled asset
management company in China—BlackRock CCB Wealth
Management Company Ltd. (“WMC”). WMC is 50.1%
owned by the Company. The Company consolidates WMC,
which it deems to be a VRE, because it exerts control over
the financial and operating policies of the entity, based on
the Company’s 50.1% ownership and voting rights.

Noncontrolling Interests. NCI consist of third-party
investments in the Company’s CIPs (“NCI – CIPs”) and the
WMC. The Company reports NCI in stockholders’ equity,
separate from the parent’s equity, on the consolidated
statements of financial condition. NCI that are redeemable
at the option of the holders are classified as temporary
equity at estimated redemption value and nonredeemable
NCI are classified as a component of permanent equity in

F-10

F-11

the consolidated statements of financial condition. In
addition, the Company reports net income (loss)
attributable to redeemable and nonredeemable NCI
holders in net income (loss) attributable to NCI in the
consolidated statements of income.

Treasury Stock. The Company records common stock
purchased for treasury at cost. At the date of subsequent
reissuance, the treasury stock account is reduced by the
cost of such stock using the average cost method.

Revenue Recognition. Revenue is recognized upon
transfer of control of promised services to customers in an
amount to which the Company expects to be entitled in
exchange for those services. The Company enters into
contracts that can include multiple services, which are
accounted for separately if they are determined to be
distinct. Consideration for the Company’s services is
generally in the form of variable consideration because
the amount of fees is subject to market conditions that are
outside of the Company’s influence. The Company
includes variable consideration in revenue when it is no
longer probable of significant reversal, i.e. when the
associated uncertainty is resolved. For some contracts
with customers, the Company has discretion to involve a
third party in providing services to the customer.
Generally, the Company is deemed to be the principal in
these arrangements because the Company controls the
promised services before they are transferred to
customers, and accordingly presents the revenue gross of
related costs.

Investment Advisory, Administration Fees and Securities
Lending Revenue. Investment advisory and administration
fees are recognized as the services are performed over
time because the customer is receiving and consuming
the benefits as they are provided by the Company. Fees
are primarily based on agreed-upon percentages of AUM
and recognized for services provided during the period,
which are distinct from services provided in other periods.
Such fees are affected by changes in AUM, including
market appreciation or depreciation, foreign exchange
translation and net inflows or outflows. Investment
advisory and administration fees for investment funds are
shown net of fee waivers. In addition, the Company may
contract with third parties to provide sub-advisory services
on its behalf. The Company presents the investment
advisory fees and associated costs to such third-party
advisors on a gross basis where it is deemed to be the
principal and on a net basis where it is deemed to be the
agent. Management judgment involved in making these
assessments is focused on ascertaining whether the
Company is primarily responsible for fulfilling the
promised service.

The Company also earns revenue by lending securities on
behalf of clients, primarily to highly rated banks and
broker-dealers. The securities loaned are collateralized by
either cash or securities, generally ranging from 102% to
112% of the value of the loaned securities. Securities
lending fees are based on (1) a percentage of the notional
value of the loaned securities and (2) a spread between
the interest earned on the reinvested cash collateral and
the amount rebated to the borrower. Revenue is
recognized over time as services are performed. Generally,
the securities lending fees are shared between the
Company and the funds or other third-party accounts
managed by the Company from which the securities are

borrowed. For 2022, 2021 and 2020, securities lending
revenue earned by the Company totaled $599 million,
$555 million and $652 million, respectively, and is
recorded in investment advisory, administration and
securities lending revenue on the consolidated statements
of income. Investment advisory, administration fees and
securities lending revenue are reported together as the
fees for these services often are agreed upon with clients
as a bundled fee.

Money Market Fee Waivers. The Company may voluntarily
waive a portion of its management fees on certain money
market funds to ensure that they maintain a targeted level
of daily net investment income (the “Yield Support
waivers”). During 2022, 2021 and 2020, these waivers
resulted in a reduction of management fees of
approximately $72 million, $500 million, and $35 million
respectively, which was partially offset by a reduction of
BlackRock’s distribution and servicing costs paid to
financial intermediaries. The Company may increase or
decrease the level of Yield Support waivers in future
periods.

Investment Advisory Performance Fees / Carried Interest.
The Company receives investment advisory performance
fees, including incentive allocations (carried interest) from
certain actively managed investment funds and certain
separately managed accounts. These performance fees
are dependent upon exceeding specified relative or
absolute investment return thresholds, which vary by
product or account, and include monthly, quarterly,
annual or longer measurement periods.

Performance fees, including carried interest, are
recognized when it is determined that they are no longer
probable of significant reversal (such as upon the sale of a
fund’s investment or when the investment performance
exceeds a contractual threshold at the end of a specified
measurement period). Given the unique nature of each fee
arrangement, contracts with customers are evaluated on
an individual basis to determine the timing of revenue
recognition. Significant judgment is involved in making
such determination. Performance fees typically arise from
investment management services that began in prior
reporting periods. Consequently, a portion of the fees the
Company recognizes may be partially related to the
services performed in prior periods that meet the
recognition criteria in the current period. At each reporting
date, the Company considers various factors in estimating
performance fees to be recognized, including carried
interest.

The Company is allocated carried interest from certain
alternative investment products upon exceeding
performance thresholds. The Company may be required to
reverse/return all, or part, of such carried interest
allocations/distributions depending upon future
performance of these funds. Carried interest subject to
such clawback provisions is recorded in investments or
cash and cash equivalents to the extent that it is
distributed, on its consolidated statements of financial
condition.

The Company records a liability for deferred carried
interest to the extent it receives cash or capital allocations
related to carried interest prior to meeting the revenue
recognition criteria. A portion of the deferred carried
interest may also be paid to certain employees. The

ultimate timing of the recognition of performance fee
revenue and related compensation expense, if any, is
unknown.

Technology services revenue. The Company offers
investment management technology systems, risk
management services, wealth management and digital
distribution tools, all on a fee basis. Clients include banks,
insurance companies, official institutions, pension funds,
asset managers, retail distributors and other investors.
Fees earned for technology services are primarily recorded
as services are performed over time and are generally
determined using the value of positions on the Aladdin
platform, or on a fixed-rate basis. Revenue derived from
the sale of software licenses is recognized upon the
granting of access rights.

Distribution Fees. The Company earns distribution and
service fees related to distributing investment products
and shareholder support services for investment
portfolios. Distribution fees are passed-through to third-
party distributors, which perform various fund distribution
services and shareholder servicing of certain funds on the
Company’s behalf, and are recognized as distribution and
servicing costs. The Company presents distribution fees
and related distribution and servicing costs incurred on a
gross basis.

Distribution fees primarily consist of ongoing distribution
fees, shareholder servicing fees and upfront sales
commissions for serving as the principal underwriter and/
or distributor for certain managed mutual funds. The
service of distribution is satisfied at the point in time when
an investor makes an investment in a share class of the
managed mutual funds. Fees are generally considered
variable consideration because they are based on the
value of AUM and are uncertain on trade date. Accordingly,
the Company recognizes distribution fees when the
amounts become known and the portion recognized in the
current period may relate to distribution services
performed in prior periods. Upfront sales commissions are
recognized on a trade date basis. Shareholder servicing
fees are based on AUM and recognized in revenue as the
services are performed.

Advisory and other revenue. Advisory and other revenue
primarily includes fees earned for advisory services, fees
earned for transition management services primarily
comprised of commissions recognized in connection with
buying and selling securities on behalf of customers, and
equity method investment earnings related to certain
strategic minority investments.

Advisory services fees are determined using fixed-rate fees
and are recognized over time as the related services are
completed.

Commissions related to transition management services
are recorded on a trade-date basis as transactions occur.

Stock-based Compensation. The Company recognizes
compensation cost for equity classified awards based on
the grant-date fair value of the award. The compensation
cost is recognized over the period during which an
employee is required to provide service (usually the
vesting period) in exchange for the stock-based award.

The Company measures the grant-date fair value of
restricted stock units (“RSUs”) using the Company’s stock

price on the date of grant. Stock-based awards may have
performance, market and/or service conditions. For
employee stock options and awards with market
conditions, the Company uses pricing models.
Compensation cost for awards containing performance
conditions is recognized if it is probable that the
conditions will be achieved. The probability of
achievement is assessed on a quarterly basis. If a stock-
based award is modified after the grant-date, incremental
compensation cost is recognized for 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. Awards under the Company’s stock-based
compensation plans vest over various periods.
Compensation cost is recorded by the Company on a
straight-line basis over the requisite service period for
each separate vesting portion of the award as if the award
is, in-substance, multiple awards and is adjusted for
actual forfeitures as they occur.

The Company amortizes the grant-date fair value of stock-
based compensation awards made to retirement-eligible
employees over the requisite service period. Upon
notification of retirement, the Company accelerates the
unamortized portion of the award over the contractually
required retirement notification period.

The Company recognizes all excess tax benefits and
deficiencies in income tax expense on the consolidated
statements of income, which results in volatility of income
tax expense as a result of fluctuations in the Company’s
stock price. Accordingly, the Company recorded a discrete
income tax benefit of $87 million, $43 million and $36
million during 2022, 2021 and 2020, respectively, for
vested RSUs where the grant date stock price was lower
than the vesting date stock price.

Distribution and Servicing Costs. Distribution and
servicing costs include payments to third parties, primarily
associated with distribution and servicing of client
investments in certain BlackRock products. Distribution
and servicing costs are expensed as incurred.

Direct Fund Expense. Direct fund expense, which is
expensed as incurred, primarily consists of third-party
nonadvisory expense incurred by BlackRock related to
certain investment products for the use of certain index
trademarks, reference data for certain indices, custodial
services, fund administration, fund accounting, transfer
agent services, shareholder reporting services, audit and
tax services as well as other fund-related expense directly
attributable to the nonadvisory operations of the fund.

Leases. The Company determines if a contract is a lease or
contains a lease at inception. The Company accounts for
its office facility leases as operating leases, which may
include escalation clauses that are based on an index or
market rate. The Company accounts for lease and non-
lease components, including common areas maintenance
charges, as a single component for its leases. The
Company elected the short-term lease exception for
leases with an initial term of 12 months or less.
Consequently, such leases are not recorded on the
consolidated statements of financial condition. The
Company’s lease terms include options to extend or
terminate the lease when it is reasonably certain they will
be exercised or not.

F-12

F-13

The Company recognizes operating right-of-use (“ROU”)
assets and operating lease liabilities on the consolidated
statements of financial condition based on the present
value of future lease payments over the lease term at the
commencement date discounted using an incremental
borrowing rate (“IBR”). The IBR for individual leases is
estimated considering the Company’s or a subsidiary’s
credit rating using various financial metrics, such as
revenue, operating margin and revenue growth, and, as
appropriate, performing market analysis of yields on
publicly traded bonds (secured or unsecured) with similar
terms of comparable companies in a similar economic
environment. ROU assets are tested for impairment when
there is an indication that the carrying value of an asset
may not be recoverable. Fixed lease payments made over
the lease term are recorded as lease expense on a
straight-line basis. Variable lease payments based on
usage, changes in an index or market rate are expensed as
incurred.

Foreign Exchange. Foreign currency transactions are
recorded at the exchange rates prevailing on the dates of
the transactions. Monetary assets and liabilities that are
denominated in foreign currencies are subsequently
remeasured into the functional currencies of the
Company’s subsidiaries at the rates prevailing at each
balance sheet date. Gains and losses arising on
remeasurement are included in general and
administration expense on the consolidated statements of
income. Revenue and expenses are translated at average
exchange rates during the period. Gains or losses
resulting from translating foreign currency financial
statements into United States (“US”) dollars are included
in accumulated other comprehensive income (loss)
(“AOCI”), a separate component of stockholders’ equity, on
the consolidated statements of financial condition.

Income Taxes. Deferred income tax assets and liabilities
are recognized for the future tax consequences
attributable to temporary differences between the
financial statement carrying amounts of existing assets
and liabilities and their respective tax bases using
currently enacted tax rates in effect for the year in which
the differences are expected to reverse. The effect of a
change in tax rates on deferred income tax assets and
liabilities is recognized on the consolidated statements of
income in the period that includes the enactment date.

Management periodically assesses the recoverability of its
deferred income tax assets based upon expected future
earnings, taxable income in prior carryback years, future
deductibility of the asset, changes in applicable tax laws
and other factors. If management determines that it is not
more likely than not that the deferred tax asset will be fully
recoverable in the future, a valuation allowance will be
established for the difference between the asset balance
and the amount expected to be recoverable in the future.
This allowance will result in additional income tax expense.
Further, the Company records its income taxes receivable
and payable based upon its estimated income tax position.

Earnings per Share (“EPS”). Basic EPS is calculated by
dividing net income applicable to common shareholders
by the weighted-average number of shares outstanding
during the period. Diluted EPS includes the determinants
of basic EPS and common stock equivalents outstanding
during the period. Diluted EPS is computed using the
treasury stock method.

Business Segments. The Company’s management directs
BlackRock’s operations as one business, the asset
management business. The Company utilizes a
consolidated approach to assess performance and
allocate resources. As such, the Company operates in one
business segment.

Fair Value Measurements

Hierarchy of Fair Value Inputs. The Company uses a fair
value hierarchy that prioritizes inputs to valuation
approaches used to measure fair value. The fair value
hierarchy gives the highest priority to quoted prices
(unadjusted) in active markets for identical assets or
liabilities and the lowest priority to unobservable inputs.
Assets and liabilities measured and reported at fair value
are classified and disclosed in one of the following
categories:

Level 1 Inputs:

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

• Level 1 assets may include listed mutual funds, ETFs,

listed equities and certain exchange-traded
derivatives.

Level 2 Inputs:

Quoted prices for similar assets or liabilities in active
markets; quoted prices for identical or similar assets or
liabilities that are not active; quotes from pricing
services or brokers for which the Company can
determine that orderly transactions took place at the
quoted price or that the inputs used to arrive at the
price are observable; and inputs other than quoted
prices that are observable, such as models or other
valuation methodologies.

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

Level 3 Inputs:

Unobservable inputs for the valuation of the asset or
liability, which may include nonbinding broker quotes.
Level 3 assets include investments for which there is
little, if any, market activity. These inputs require
significant management judgment or estimation.

• Level 3 assets may include direct private equity
investments held within consolidated funds,
investments in CLOs and bank loans held within
consolidated CLOs and CIPs.

• Level 3 liabilities may include borrowings of

consolidated CLOs and contingent liabilities related
to acquisitions valued based upon discounted cash
flow analyses using unobservable market data.

Significance of Inputs. The Company’s assessment of the
significance of a particular input to the fair value
measurement in its entirety requires judgment and
considers factors specific to the financial instrument.

Valuation Approaches. The fair values of certain Level 3
assets and liabilities were determined using various
valuation approaches as appropriate, including third-party
pricing vendors, broker quotes and market and income
approaches.

A significant number of inputs used to value equity, debt
securities, investments in CLOs and bank loans is sourced
from third-party pricing vendors. Generally, prices
obtained from pricing vendors are categorized as Level 1
inputs for identical securities traded in active markets and
as Level 2 for other similar securities if the vendor uses
observable inputs in determining the price.

In addition, quotes obtained from brokers generally are
nonbinding and categorized as Level 3 inputs. However, if
the Company is able to determine that market participants
have transacted for the asset in an orderly manner near
the quoted price or if the Company can determine that the
inputs used by the broker are observable, the quote is
classified as a Level 2 input.

Investments Measured at Net Asset Values. As a practical
expedient, the Company uses net asset value (“NAV”) as
the fair value for certain investments. The inputs to value
these investments may include the Company’s capital
accounts for its partnership interests in various alternative
investments, including hedge funds, real assets and
private equity funds, which may be adjusted by using the
returns of certain market indices. The various partnerships
generally are investment companies, which record their
underlying investments at fair value based on fair value
policies established by management of the underlying
fund. Fair value policies at the underlying fund generally
require the fund to utilize pricing/valuation information
from third-party sources, including independent
appraisals. However, in some instances, current valuation
information for illiquid securities or securities in markets
that are not active may not be available from any third-
party source or fund management may conclude that the
valuations that are available from third-party sources are
not reliable. In these instances, fund management may
perform model-based analytical valuations that could be
used as an input to value these investments.

Fair Value Assets and Liabilities of Consolidated CLO. The
Company applies the fair value option provisions for
eligible assets, including bank loans, held by a
consolidated CLO. As the fair value of the financial assets
of the consolidated CLO is more observable than the fair
value of the borrowings of the consolidated CLO, the
Company measures the fair value of the borrowings of the
consolidated CLO equal to the fair value of the assets of
the consolidated CLO less the fair value of the Company’s
economic interest in the CLO.

Derivatives and Hedging Activities. The Company does not
use derivative financial instruments for trading or
speculative purposes. The Company uses derivative
financial instruments primarily for purposes of hedging
exposures to fluctuations in foreign currency exchange
rates of certain assets and liabilities, and market exposures
for certain seed investments. However, certain CIPs also
utilize derivatives as a part of their investment strategy.

The Company records all derivative financial instruments
as either assets or liabilities at fair value on a gross basis
in the consolidated statements of financial condition.

Credit risks are managed through master netting and
collateral support agreements. The amounts related to the
right to reclaim or the obligation to return cash collateral
may not be used to offset amounts due under the
derivative instruments in the normal course of settlement.
Therefore, such amounts are not offset against fair value
amounts recognized for derivative instruments with the
same counterparty and are included in other assets and
other liabilities. Changes in the fair value of the
Company’s derivative financial instruments are
recognized in earnings and, where applicable, are offset by
the corresponding gain or loss on the related foreign-
denominated assets or liabilities or hedged investments,
on the consolidated statements of income.

The Company may also use financial instruments
designated as net investment hedges for accounting
purposes to hedge net investments in international
subsidiaries whose functional currency is not US dollars.
The gain or loss from revaluing net investment hedges at
the spot rate is deferred and reported within AOCI on the
consolidated statements of financial condition. The
Company reassesses the effectiveness of its net
investment hedge at least quarterly.

3. Acquisition

Aperio Group, LLC

On February 1, 2021, the Company acquired 100% of the
equity interests of Aperio Group, LLC (the “Aperio
Transaction” or “Aperio”), a pioneer in customizing tax-
optimized index equity separately managed accounts
(“SMAs”) for approximately $1.1 billion in cash, using
existing cash resources. The acquisition of Aperio
increased BlackRock’s SMA assets under management
and expanded the breadth of the Company’s capabilities
via tax-managed strategies across factors, broad market
indexing, and investor environmental, social, and
governance preferences across all asset classes.

The purchase price for the Aperio Transaction was
allocated to the assets acquired and liabilities assumed
based upon their estimated fair values at the date of the
transaction. The goodwill recognized in connection with
the acquisition is primarily attributable to anticipated
synergies from the transaction. A summary of the fair
values of the assets acquired and liabilities assumed in
this acquisition is as follows:

(in millions)

Accounts receivable

Finite-lived intangible assets:

Customer relationships

Other

Goodwill

Deferred income tax liabilities

Other liabilities assumed

Fair Value

$

16

270

17

776

(16)

(12)

Total consideration, net of cash acquired

$ 1,051

Summary of consideration, net of cash acquired:

Cash paid

Cash acquired

Total consideration, net of cash acquired

$ 1,055

(4)

$ 1,051

F-14

F-15

4. Cash, Cash Equivalents, and Restricted Cash

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

(in millions)

Cash and cash equivalents

Restricted cash included in other assets

Total cash, cash equivalents and restricted cash

5. Investments

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

(in millions)

Debt securities:

Trading securities (including $1,279 and $1,140 trading debt securities of CIPs at December 31, 2022

and December 31, 2021, respectively)

Held-to-maturity investments

Total debt securities

Equity securities at FVTNI (including $1,089 and $1,485 equity securities at FVTNI of CIPs at

December 31, 2022 and December 31, 2021, respectively)

Equity method investments(1)

Bank loans held by CIPs

Federal Reserve Bank stock(2)

Carried interest(3)

Other investments(4)

Total investments

December 31,
2022

December 31,
2021

$ 7,416

$ 9,323

17

17

$ 7,433

$ 9,340

December 31,
2022

December 31,
2021

$ 1,331

$ 1,186

544

1,875

1,211

1,895

354

91

1,550

490

430

1,616

1,738

1,694

284

96

1,555

279

$ 7,466

$ 7,262

6. Consolidated Sponsored Investment Products

The Company consolidates certain sponsored investment
funds accounted for as VREs because it is deemed to
control such funds.

In the normal course of business, the Company is the
manager of various types of sponsored investment
vehicles, which may be considered VIEs. The Company
may from time to time own equity or debt securities or
enter into derivatives or loan arrangements with the
vehicles, each of which are considered variable interests.
The Company’s involvement in financing the operations of

the VIEs is generally limited to its investments in the
entity. The Company’s consolidated VIEs include certain
sponsored investment products in which BlackRock has
an investment and as the investment manager, is deemed
to have both the power to direct the most significant
activities of the products and the right to receive benefits
(or the obligation to absorb losses) that could potentially
be significant to these sponsored investment products.
The assets of these VIEs are not available to creditors of
the Company. In addition, the investors in these VIEs have
no recourse to the credit of the Company.

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

(in millions)

Cash and cash equivalents(1)

Investments:

Trading debt securities

Equity securities at FVTNI

Bank loans

Other investments

Carried interest

Total investments

Other assets

Other liabilities(2)

Noncontrolling interests—CIPs

BlackRock’s net interest in CIPs

December 31, 2022

December 31, 2021

VIEs

VREs

Total

VIEs

VREs

Total

$ 234

$ 31

$ 265

$ 251

$ 57

$ 308

949

821

234

373

1,497

3,874

68

(1,876)

(857)

330

268

120

77

—

795

29

1,279

1,089

354

450

1,497

4,669

97

870

1,100

284

210

1,504

3,968

50

(48)

(125)

(1,924)

(982)

(1,919)

(1,046)

270

385

—

—

—

655

32

(82)

(79)

1,140

1,485

284

210

1,504

4,623

82

(2,001)

(1,125)

$ 1,443

$ 682

$ 2,125

$ 1,304

$ 583

$ 1,887

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

(1)

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

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

(2)

At both December 31, 2022 and 2021, other liabilities of VIEs primarily include deferred carried interest liabilities and borrowings of a consolidated CLO.

(1)

(2)

(3)

(4)

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

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

Held-to-Maturity Investments

Held-to-maturity investments included certain investments in BlackRock sponsored CLOs. The amortized cost (carrying
value) of these investments approximated fair value (primarily a Level 2 input). At December 31, 2022, $36 million of
these investments mature between one year to five years, $236 million of these investments mature between five to ten
years and $272 million of these investments mature after ten years.

Trading Debt Securities and Equity Securities at FVTNI

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

(in millions)

Trading debt securities:

Corporate debt

Government debt

Asset/mortgage-backed debt

Total trading debt securities

Equity securities at FVTNI:

Equity securities/mutual funds

December 31,
2022

December 31,
2021

Cost

Carrying
Value

Cost

Carrying
Value

$ 823

$ 795

$ 703

$ 701

420

154

400

136

365

126

363

122

$ 1,397

$ 1,331

$ 1,194

$ 1,186

$ 1,216

$ 1,211

$ 1,451

$ 1,738

BlackRock’s total exposure to CIPs represents the value of
its economic ownership interest in these CIPs. Valuation
changes associated with investments held at fair value by
these CIPs are reflected in nonoperating income (expense)
and partially offset in net income (loss) attributable to NCI
for the portion not attributable to BlackRock.

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

(in millions)

2022

2021

2020

Nonoperating net gain (loss) on

consolidated VIEs

$ (311)

$ 296

$ 477

Net income (loss) attributable to

NCI on consolidated VIEs

$ (161)

$ 289

$ 348

7. Variable Interest Entities

Nonconsolidated VIEs. At December 31, 2022 and 2021, the Company’s carrying value of assets and liabilities included
on the consolidated statements of financial condition pertaining to nonconsolidated VIEs and its maximum risk of loss
related to VIEs for which it held a variable interest, but for which it was not the PB, was as follows:

(in millions)

December 31, 2022
Sponsored investment products

December 31, 2021
Sponsored investment products

Advisory
Fee
Receivables

Other Net
Assets
(Liabilities)

Maximum
Risk of
Loss(1)

Investments

$ 1,060

$ 95

$ (12)

$ 1,172

$ 882

$ 62

$ (12)

$ 961

(1)

At both December 31, 2022 and 2021, BlackRock’s maximum risk of loss associated with these VIEs primarily related to BlackRock’s investments and the collection of advisory fee receivables.

The net assets of sponsored investment products that are nonconsolidated VIEs approximated $19 billion and $20 billion
at December 31, 2022 and 2021, respectively.

F-16

F-17

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Investments
Measured at
NAV(1)

Other(2)

December 31,
2022

December 31, 2021
(in millions)

Assets:

Investments

Debt securities:

Trading securities

Held-to-maturity investments

Total debt securities

Equity securities at FVTNI:

Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)

$

—

—

—

$ 1,279

$ 52

$

$

—

$ 1,331

Equity securities/mutual funds

1,738

8. Fair Value Disclosures

Fair Value Hierarchy
Assets and liabilities measured at fair value on a recurring basis

December 31, 2022
(in millions)

Assets:

Investments

Debt securities:

Trading securities

Held-to-maturity investments

Total debt securities

Equity securities at FVTNI:

Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)

$

—

—

—

Equity securities/mutual funds

1,211

Equity method:

Equity, fixed income, and multi-asset

mutual funds

Hedge funds/funds of hedge funds/other

Private equity funds

Real assets funds

Total equity method

Bank loans

Federal Reserve Bank Stock

Carried interest

Other investments

Total investments

Other assets(3)

Separate account assets

Separate account collateral held under securities

lending agreements:

Equity securities

Debt securities

Total separate account collateral held under

securities lending agreements

Total

Liabilities:

Separate account collateral liabilities under

securities lending agreements

Other liabilities(4)

Total

—

1,279

—

—

—

—

—

—

—

52

—

—

—

—

—

—

106

248

—

—

—

—

—

—

300

—

—

—

—

—

181

—

—

—

181

—

—

—

28

1,420

145

1,385

1

34,823

18,544

2,163

—

—

3,602

2,163

3,602

—

—

—

—

—

525

885

304

1,714

—

—

—

316

2,030

—

—

—

—

—

544

544

—

—

—

—

—

—

—

91

1,550

146

2,331

—

699

—

—

—

544

1,875

1,211

181

525

885

304

1,895

354

91

1,550

490

7,466

146

54,066

2,163

3,602

5,765

$38,551

$23,532

$ 300

$2,030

$3,030

$67,443

$ 2,163

$ 3,602

—

31

$ 2,163

$ 3,633

$ —

280

$ 280

$

$

—

—

—

$

$

—

—

—

$ 5,765

311

$ 6,076

(1)

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

(2)

Amounts are comprised of investments held at amortized cost and cost, adjusted for observable price changes, carried interest and certain equity method investments, which include sponsored
investment funds and other assets, which are not accounted for under a fair value measure. In accordance with GAAP, certain equity method investees do not account for both their financial
assets and liabilities under fair value measures; therefore, the Company’s investment in such equity method investees may not represent fair value.

(3) Level 1 amount includes a minority investment in a publicly traded company. Level 2 amount primarily includes fair value of derivatives (See Note 9, Derivatives and Hedging, for more

information)

(4) Level 2 amount primarily includes fair value of derivatives (See Note 9, Derivatives and Hedging, for more information). Level 3 amount primarily includes borrowings of a consolidated
CLO classified based on the significance of unobservable inputs used for calculating the fair value of consolidated CLO assets, and contingent liabilities related to certain acquisitions (see Note
16, Commitments and Contingencies, for more information).

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Investments
Measured
at NAV(1)

Other(2)

December 31,
2021

$ 1,169

$ 17

$

—

1,169

—

—

—

—

—

—

14

—

—

—

—

17

—

—

—

—

—

—

270

—

—

5

245

—

—

—

245

—

—

—

—

—

—

—

—

—

369

846

234

1,449

—

—

—

96

1,983

195

1,183

39

54,675

30,786

3,717

—

—

3,364

3,717

3,364

292

1,545

—

—

—

—

—

—

—

—

—

—

$

—

$ 1,186

430

430

—

—

—

—

—

—

—

96

1,555

178

2,259

—

765

—

—

—

430

1,616

1,738

245

369

846

234

1,694

284

96

1,555

279

7,262

234

86,226

3,717

3,364

7,081

$60,570

$35,372

$292

$1,545

$3,024

$100,803

$ 3,717

$ 3,364

—

26

$ 3,717

$ 3,390

$ —

342

$342

$

$

—

—

—

$

$

—

—

—

$ 7,081

368

$ 7,449

Equity method:

Equity and fixed income mutual funds

Hedge funds/funds of hedge funds/other

Private equity funds

Real assets funds

Total equity method

Bank loans

Federal Reserve Bank Stock

Carried interest

Other investments(3)

Total investments

Other assets(4)

Separate account assets

Separate account collateral held under securities

lending agreements:

Equity securities

Debt securities

Total separate account collateral held under

securities lending agreements

Total

Liabilities:

Separate account collateral liabilities under

securities lending agreements

Other liabilities(5)

Total

(1)

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

(2)

Amounts are comprised of investments held at amortized cost and cost, adjusted for observable price changes, carried interest and certain equity method investments, which include sponsored
investment funds and other assets, which are not accounted for under a fair value measure. In accordance with GAAP, certain equity method investees do not account for both their financial
assets and liabilities under fair value measures; therefore, the Company’s investment in such equity method investees may not represent fair value.

(3) Level 3 amount includes direct investments in private equity companies held by consolidated private equity funds.

(4) Level 1 amount includes a minority investment in a publicly traded company. Level 2 amount primarily includes fair value of derivatives (See Note 9, Derivatives and Hedging, for more

information)

(5) Level 2 amount primarily includes fair value of derivatives (See Note 9, Derivatives and Hedging, for more information). Level 3 amount primarily includes borrowings of a consolidated
CLO classified based on the significance of unobservable inputs used for calculating the fair value of consolidated CLO assets, and contingent liabilities related to certain acquisitions (see Note
16, Commitments and Contingencies, for more information).

Level 3 Assets. Level 3 assets predominantly include
investments in CLOs and bank loans of consolidated CIPs,
which were valued based on single-broker nonbinding
quotes or quotes from pricing services which use
significant unobservable inputs.

Level 3 Liabilities. Level 3 liabilities primarily include
borrowings of a consolidated CLO, which were valued

based on the fair value of the assets of the consolidated
CLO less the fair value of the Company’s economic
interest in the CLO, as well as contingent liabilities related
to certain acquisitions, which were valued based upon
discounted cash flow analyses using unobservable market
data inputs.

F-18

F-19

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for 2022

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

(in millions)

Assets:

Investments:

Debt securities:

Trading

Total debt securities

Private equity

Bank loans

Total investments

Liabilities:

Other liabilities

Realized
and
Unrealized
Gains
(Losses) Purchases

Issuances
and
Other
Settlements(1)

Sales and
Maturities

December 31,
2021

Transfers
into
Level 3

Transfers
out of
Level 3

December 31,
2022

Total Net
Unrealized
Gains (Losses)
Included in
Earnings(2)

$ 17

$ (5)

$36

$(18)

$ —

17

5

270

(5)

(2)

(6)

36

—

59

(18)

—

(61)

—

—

—

$26

26

—

9

$ 292

$(13)

$95

$(79)

$ —

$35

$(30)

$ (4)

$ 52

$ (5)

(4)

(3)

(23)

52

—

248

$ 300

(5)

—

(6)

$(11)

$ 342

$ 3

$ —

$ —

$ (59)

$ —

$ —

$ 280

$ 3

(1)

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

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

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for 2021

(3)

At December 31, 2022 and 2021, approximately $2.2 billion and $2.4 billion, respectively, of money market funds were recorded within cash and cash equivalents on the consolidated
statements of financial condition. Money market funds are valued based on quoted market prices, or $1.00 per share, which generally is the NAV of the fund.

(4) Other assets include cash collateral held with certain derivative counterparties and restricted cash.

(5) Long-term borrowings are recorded at amortized cost, net of debt issuance costs. The fair value of the long-term borrowings, including the current portion of long-term borrowings, is determined
using market prices and the EUR/USD foreign exchange rate at the end of December 2022 and 2021, respectively. See Note 15, Borrowings, for the fair value of each of the Company’s
long-term borrowings.

Investments in Certain Entities that Calculate NAV Per Share

As a practical expedient to value certain investments that do not have a readily determinable fair value and have attributes
of an investment company, the Company uses NAV as the fair value. The following tables list information regarding all
investments that use a fair value measurement to account for both their financial assets and financial liabilities in their
calculation of a NAV per share (or equivalent).

December 31, 2022

(in millions)

Equity method(1):

Ref

Fair Value

Total Unfunded
Commitments

Redemption
Frequency

Redemption
Notice Period

Hedge funds/funds of hedge funds/other

(a)

$ 525

$ 149

Realized
and
Unrealized
Gains
(Losses) Purchases

Issuances
and
Other
Settlements(1)

Sales and
Maturities

December 31,
2020

Transfers
into
Level 3

Transfers
out of
Level 3

December 31,
2021

Total Net
Unrealized
Gains (Losses)
Included in
Earnings(2)

$ 11

$

11

9

232

$ 252

$

2

2

1

—

3

$43

43

—

46

$(22)

(22)

—

(5)

$ —

$ —

$(17)

$ 17

—

—

—

—

—

15

$15

(17)

(5)

(18)

17

5

270

$(40)

$ 292

$89

$(27)

$ —

$

$

2

2

1

—

3

Private equity funds

Real assets funds

Consolidated sponsored investment products:

Real assets funds

Private equity funds

Other funds

Total

December 31, 2021

(in millions)

Equity method(1):

(in millions)

Assets:

Investments:

Debt securities:

Trading

Total debt securities

Private equity

Bank loans

Total investments

Liabilities:

Other liabilities

$ 272

$ (34)

$ —

$ —

$ 36

$ —

$ —

$ 342

$ (34)

Hedge funds/funds of hedge funds/other

(a)

$ 369

$ 141

(1)

Amounts primarily include net proceeds from borrowings of a consolidated CLO.

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

Realized and Unrealized Gains (Losses) for Level 3 Assets
and Liabilities. Realized and unrealized gains (losses)
recorded for Level 3 assets and liabilities are reported in
nonoperating income (expense) on the consolidated
statements of income. A portion of net income (loss)
related to securities held by CIPs is allocated to NCI to
reflect net income (loss) not attributable to the Company.

Transfers in and/or out of Levels. Transfers in and/or out
of levels are reflected when significant inputs, including
market inputs or performance attributes, used for the fair
value measurement become observable/unobservable.

Disclosures of Fair Value for Financial Instruments Not Held at Fair Value. At December 31, 2022 and 2021, the fair value of
the Company’s financial instruments not held at fair value are categorized in the table below.

(in millions)

Financial Assets(1):

Cash and cash equivalents

Other assets

Financial Liabilities:

Long-term borrowings

(1)

See Note 5, Investments, for further information on investments not held at fair value.

December 31, 2022

December 31, 2021

Carrying
Amount

Estimated
Fair Value

Carrying
Amount

Estimated
Fair Value

Fair Value
Hierarchy

$ 7,416

$ 7,416

$ 9,323

$ 9,323

Level 1(2)(3)

86

86

22

22

Level 1(2)(4)

$ 6,654

$ 5,949

$ 7,446

$ 7,735

Level 2(5)

Private equity funds

Real assets funds

Consolidated sponsored investment products:

Real assets funds

Other funds

Total

N/R – Not Redeemable

(b)

(c)

(c)

846

234

90

6

153

245

101

25

$ 1,545

$ 665

(1) Comprised of equity method investments, which include investment companies that account for their financial assets and most financial liabilities under fair value measures; therefore, the

Company’s investment in such equity method investees approximates fair value.

(a)

(b)

(c)

This category includes hedge funds, funds of hedge funds, and other funds that invest primarily in equities, fixed income securities, distressed credit, opportunistic and mortgage instruments
and other third-party hedge funds. The fair values of the investments have been estimated using the NAV of the Company’s ownership interest in partners’ capital. The liquidation period for the
investments in the funds that are not subject to redemption is unknown at both December 31, 2022 and 2021.

This category includes private equity funds that initially invest in nonmarketable securities of private companies, which ultimately may become public in the future. The fair values of these
investments have been estimated using capital accounts representing the Company’s ownership interest in the funds and may also include other performance inputs. The Company’s investment
in each fund is not subject to redemption and is normally returned through distributions as a result of the liquidation of the underlying assets of the private equity funds. The liquidation period for
the investments in these funds is unknown at both December 31, 2022 and 2021.

This category includes several real assets funds that invest directly and indirectly in real estate or infrastructure. The fair values of the investments have been estimated using capital accounts
representing the Company’s ownership interest in the funds. The Company’s investments that are not subject to redemption or are not currently redeemable are normally returned through
distributions and realizations of the underlying assets of the funds. The liquidation period for the investments in the funds that are not subject to redemptions is unknown at both December 31,
2022 and 2021. The total remaining unfunded commitments were $398 million and $346 million at December 31, 2022 and 2021, respectively. The Company’s portion of the total
remaining unfunded commitments was $364 million and $298 million at December 31, 2022 and 2021, respectively.

F-20

F-21

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

N/R

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

N/R

N/R

1 – 90 days

N/R

60 days

N/R

N/R

Quarterly

90 days

(b)

(c)

(c)

(d)

885

304

116

183

17

174

304

94

37

31

$ 2,030

$ 789

Ref

Fair
Value

Total
Unfunded
Commitments

Redemption
Frequency

Redemption
Notice Period

Daily/Monthly (20%)
Quarterly (20%)
N/R (60%)

1 –90 days

N/R

N/R

Quarterly (20%)
N/R (80%)

N/R

N/R

60 days

N/R

N/R

(d)

This category includes the underlying third-party private equity funds within consolidated BlackRock sponsored private equity funds of funds. These investments are not subject to redemption or
are not currently redeemable; however, for certain funds, the Company may sell or transfer its interest, which may need approval by the general partner of the underlying funds. Due to the nature
of the investments in this category, the Company reduces its investment by distributions that are received through the realization of the underlying assets of the funds. The liquidation period for
the underlying assets of these funds is unknown.

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

Fair Value Option

At December 31, 2022 and 2021, the Company elected the
fair value option for certain investments in CLOs of
approximately $52 million and $47 million, respectively,
reported within investments.

In addition, the Company elected the fair value option for
bank loans and borrowings of a consolidated CLO,
recorded within investments and other liabilities,
respectively. The following table summarizes the
information related to these bank loans and borrowings at
December 31, 2022 and 2021:

(in millions)

CLO Bank loans:

Aggregate principal amounts

outstanding

Fair value

Aggregate unpaid principal
balance in excess of (less
than) fair value

CLO Borrowings:

Aggregate principal amounts

outstanding

Fair value

December 31,
2022

December 31,
2021

$ 238

234

$ 281

284

$

4

$

(3)

$ 245

$ 245

$ 275

$ 278

At December 31, 2022, the principal amounts outstanding
of the borrowings issued by the CLOs mature in 2030.

During the year ended December 31, 2022 and 2021, the
net gains (losses) from the change in fair value of the bank
loans and borrowings held by the consolidated CLO were
not material and were recorded in net gain (loss) on the
consolidated statements of income. The change in fair
value of the assets and liabilities included interest income
and expense, respectively.

9. Derivatives and Hedging

Prior to December 31, 2022, the Company maintained a
program to enter into total return swaps to hedge market

price and interest rate exposures with respect to certain
seed investments in sponsored investment products. The
Company did not have any outstanding total return swaps
at December 31, 2022. At December 31, 2021, the
Company had outstanding total return swaps with
aggregate notional values of approximately $720 million.

During the fourth quarter of 2022, the Company
implemented a macro hedging strategy to hedge market
price and interest rate exposures with respect to its total
portfolio of seed investments in sponsored investment
products. At December 31, 2022, the Company had
outstanding exchange traded futures with aggregate
notional values of approximately $1.5 billion and with
maturity dates during the first quarter of 2023. Changes in
the value of the futures contracts are recognized as gains
or losses within nonoperating income (expense). Variation
margin payments, which represents settlements of profit/
loss, are generally received or made daily depending upon
whether gains or losses are incurred, and are reflected in
other assets and other liabilities on the consolidated
statements of financial condition. These amounts were not
material as of December 31, 2022.

The Company executes forward foreign currency
exchange contracts to mitigate the risk of certain foreign
exchange movements. At December 31, 2022 and 2021,
the Company had outstanding forward foreign currency
exchange contracts with aggregate notional values of
approximately $2.2 billion and $1.8 billion, respectively
and with expiration dates in January 2023 and January
2022, respectively.

At both December 31, 2022 and 2021, the Company had a
derivative providing credit protection with a notional
amount of approximately $17 million to a counterparty,
representing the Company’s maximum risk of loss with
respect to the derivative. The Company carries the
derivative at fair value based on the expected discounted
future cash outflows under the arrangement.

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

(in millions)

Assets

Liabilities

Statement of
Financial Condition
Classification

December 31,
2022

December 31,
2021

Statement of
Financial Condition
Classification

December 31,
2022

December 31,
2021

Derivative instruments

Total return swaps

Other assets

Forward foreign currency
exchange contracts

Other assets

Total

$ —

1

$ 1

$ 5

Other liabilities

34

Other liabilities

$ 39

$ —

19

$ 19

$ 14

—

$ 14

(in millions)

Derivative instruments
Total return swaps

Exchange traded futures

Forward foreign currency exchange contracts

General and administration expense

Total gain (loss) from derivative instruments

Statement of Income Classification

2022

2021

2020

Gains (Losses)

Nonoperating income (expense)

$ 83

$ (99)

$ (93)

Nonoperating income (expense)

36

(222)

—

(29)

—

47

$ (103)

$ (128)

$ (46)

The Company consolidates certain sponsored investment funds, which may utilize derivative instruments as a part of the
funds’ investment strategies. The change in fair value of such derivatives, which is recorded in nonoperating income
(expense), was not material for 2022, 2021 and 2020.

See Note 15, Borrowings, for more information on the Company’s net investment hedge.

10. Property and Equipment

11. Goodwill

Property and equipment consists of the following:

Goodwill activity during 2022 and 2021 was as follows:

Estimated Useful
Life-In Years

December 31,

(in millions)

2022

2021

2022

2021

Beginning of year balance

$ 15,351

$ 14,551

(in millions)

Property and equipment:

Land

Building

Building improvements

Leasehold improvements

Equipment and computer

software

Other transportation

equipment

Furniture and fixtures

N/A

39

15

1-15

3

10

7

Construction in progress

N/A

Total

Less: accumulated
depreciation and
amortization

Property and equipment, net

N/A – Not Applicable

$

6 $

33

31

6

33

31

613

614

1,033

914

192

96

417

191

70

159

2,421

2,018

1,390

1,256

$ 1,031 $ 762

Qualifying software costs of approximately $91 million,
$87 million and $95 million have been capitalized within
equipment and computer software during 2022, 2021 and
2020, respectively, and are being amortized over an
estimated useful life of three years.

Depreciation and amortization expense was $251 million,
$249 million and $232 million for 2022, 2021 and 2020,
respectively.

Acquisitions(1)

Other(2)

—

(10)

810

(10)

End of year balance

$ 15,341

$ 15,351

(1)

(2)

In 2021, the $810 million increase in goodwill resulted primarily from the Aperio
Transaction. See Note 3, Acquisition, for information on the Aperio Transaction.

Amounts primarily resulted from a decline related to tax benefits realized from tax-
deductible goodwill in excess of book goodwill from the acquisition of the fund-of-funds
business of Quellos Group, LLC in October 2007 (the “Quellos Transaction”). Goodwill
related to the Quellos Transaction will continue to be reduced in future periods by the
amount of tax benefits realized from tax-deductible goodwill in excess of book goodwill
from the Quellos Transaction. The balance of the Quellos Transaction’s tax-deductible
goodwill in excess of book goodwill was approximately $11 million and $43 million at
December 31, 2022 and 2021, respectively.

BlackRock assessed its goodwill for impairment as of
July 31, 2022, 2021 and 2020 and considered such
factors as the book value and the market capitalization of
the Company. The impairment assessment indicated no
impairment charges were required. The Company
continues to monitor its book value per share compared
with closing prices of its common stock for potential
indicators of impairment. At December 31, 2022, the
Company’s common stock closed at a market price of
$708.63, which exceeded its book value of $252.04 per
share.

F-22

F-23

12. Intangible Assets

Intangible assets at December 31, 2022 and 2021 consisted of the following:

(in millions)

At December 31, 2022

Indefinite-lived intangible assets:

Management contracts

Trade names/trademarks

License

Total indefinite-lived intangible assets

Finite-lived intangible assets:

Management contracts

Investor/customer relationships

Technology-related

Trade names/trademarks

Total finite-lived intangible assets

Total intangible assets

At December 31, 2021

Indefinite-lived intangible assets:

Management contracts

Trade names/trademarks

License

Total indefinite-lived intangible assets

Finite-lived intangible assets:

Management contracts

Investor/customer relationships

Technology-related

Trade names/trademarks

Total finite-lived intangible assets

Total intangible assets

N/A – Not Applicable

Remaining
Weighted-
Average
Estimated
Useful Life

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount

N/A

N/A

N/A

2.9

7.0

4.6

2.6

6.1

N/A

N/A

N/A

3.5

8.0

4.1

3.0

6.6

$ 16,169

$ —

$ 16,169

1,403

6

17,578

177

746

261

23

1,207

$ 18,785

—

—

—

130

254

81

18

483

$ 483

1,403

6

17,578

47

492

180

5

724

$ 18,302

$ 16,169

$ —

$ 16,169

1,403

6

17,578

244

746

261

23

1,274

$ 18,852

—

—

—

169

169

49

12

399

$ 399

1,403

6

17,578

75

577

212

11

875

$ 18,453

The impairment tests performed for intangible assets as of
July 31, 2022, 2021 and 2020 indicated no impairment
charges were required.

Estimated amortization expense for finite-lived intangible
assets for each of the five succeeding years is as follows:

13. Leases

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

(in millions)

Lease cost:

2022

2021

2020

Operating lease cost(1)

$ 216

$ 184

$ 147

Variable lease cost(2)

39

44

40

Total lease cost

$ 255

$ 228

$ 187

(1)

Amounts include short-term leases, which are immaterial for 2022, 2021 and 2020.

(2)

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

(in millions)

Year

2023

2024

2025

2026

2027

Amount

$ 142

131

123

116

89

In connection with the Aperio Transaction, which closed
on February 1, 2021, the Company acquired $270 million
of finite-lived customer relationships, $9 million of finite-
lived trade name and $8 million of finite-lived technology-
related intangible assets, with weighted-average
estimated lives of approximately 10 years, five years and
three years, respectively. See Note 3, Acquisition, for more
information.

Supplemental information related to operating leases is summarized below:

(in millions)

Supplemental cash flow information:

Operating cash flows from operating leases included in the measurement of operating lease

liabilities

Supplemental noncash information:

2022

2021

2020

$ 162

$

75

$ 154

ROU assets in exchange for operating lease liabilities

$ 115

$ 1,165

$ 93

Lease term and discount rate:

Weighted-average remaining lease term

Weighted-average discount rate

December 31, 2022

December 31, 2021

16 years

3%

16 years

3%

(in millions)

Maturity of operating lease liabilities at December 31, 2022

Amount

Note 2, Significant Accounting Policies, for further
information.

15. Borrowings

Short-Term Borrowings

2022 Revolving Credit Facility. The Company maintains an
unsecured revolving credit facility which is available for
working capital and general corporate purposes (the
“2022 credit facility”). In March 2022, the 2022 credit
facility was amended to, among other things, (1) increase
the aggregate commitment amount by $300 million to
$4.7 billion, (2) extend the maturity date to March 2027,
(3) change the rate for borrowings denominated in US
dollars from a rate based on the London Interbank Offered
Rate (“LIBOR”) to a rate based on the secured overnight
financing rate (“SOFR”) subject to certain adjustments
and (4) modify certain specified targets for the
sustainability-linked pricing mechanics. The 2022 credit
facility permits the Company to request up to an
additional $1.0 billion of borrowing capacity, subject to
lender credit approval, which could increase the overall
size of the 2022 credit facility to an aggregate principal
amount of up to $5.7 billion. The 2022 credit facility
requires the Company not to exceed a maximum leverage
ratio (ratio of net debt to earnings before interest, taxes,
depreciation and amortization, where net debt equals total
debt less unrestricted cash) of 3 to 1, which was satisfied
with a ratio of less than 1 to 1 at December 31, 2022. At
December 31, 2022, the Company had no amount
outstanding under the 2022 credit facility.

Commercial Paper Program. The Company can issue
unsecured commercial paper notes (the “CP Notes”) on a
private-placement basis up to a maximum aggregate
amount outstanding at any time of $4 billion. The
commercial paper program is currently supported by the
2022 credit facility. At December 31, 2022, BlackRock had
no CP Notes outstanding.

2023

2024

2025

2026

2027

Thereafter

Total lease payments

Less: imputed interest

Present value of lease liabilities

14. Other Assets

$ 142

173

156

145

140

1,503

$ 2,259

(424)

$ 1,835

At December 31, 2022 and 2021, the Company had
$809 million and $583 million of equity method
investments, respectively, recorded within other assets on
the consolidated statements of financial condition, since
such investees are considered to be an extension of
BlackRock’s core business. BlackRock’s share of these
investees’ underlying net income or loss is based upon the
most currently available information and is recorded
within advisory and other revenue. In 2022, the Company
recorded a nonoperating, noncash, pre-tax gain of
approximately $267 million in connection with the dilution
of its ownership interest to approximately 25% in its
strategic minority investment in iCapital Network, Inc.
(“iCapital”). In 2021, the Company recorded a
nonoperating, noncash, pre-tax gain in connection with
the dilution of its ownership interests in iCapital of
approximately $119 million. At December 31, 2022 and
2021, the carrying value of the Company’s interest in
iCapital was approximately $669 million and $409 million,
respectively. In accordance with GAAP, certain equity
method investees, including iCapital, do not account for
both their financial assets and liabilities under fair value
measures; therefore, the Company’s investment in such
equity method investees may not represent fair value.

At December 31, 2022 and 2021, the Company had
$375 million and $268 million, respectively, of other
nonequity method corporate minority investments
recorded within other assets on the consolidated
statements of financial condition, which included
investments in equity securities, generally measured at
fair value or under the measurement alternative to fair
value for nonmarketable securities. Changes in value of
these securities are recorded in nonoperating income
(expense) on the consolidated statements of income. See

F-24

F-25

Long-Term Borrowings

The carrying value and fair value of long-term borrowings determined using market prices and EUR/USD foreign
exchange rate at December 31, 2022 included the following:

(in millions)

3.50% Notes due 2024

1.25% Notes due 2025

3.20% Notes due 2027

3.25% Notes due 2029

2.40% Notes due 2030

1.90% Notes due 2031

2.10% Notes due 2032

Total long-term borrowings

Unamortized
Discount and
Debt Issuance
Costs(1)

Maturity Amount

Carrying Value

Fair Value

$ 1,000

$ (1)

$ 999

$ 983

747

700

1,000

1,000

1,250

1,000

$ 6,697

(2)

(3)

(8)

(6)

(9)

(14)

$ (43)

745

697

992

994

1,241

986

715

662

926

852

1,008

803

$ 6,654

$ 5,949

(1)

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

Long-term borrowings at December 31, 2021 had a
carrying value of $7.4 billion and a fair value of $7.7 billion
determined using market prices at the end of December
2021.

2032 Notes. In December 2021, the Company issued
$1 billion in aggregate principal amount of 2.10% senior
unsecured and unsubordinated notes maturing on
February 25, 2032 (the “2032 Notes”). The net proceeds of
the 2032 Notes were used for general corporate purposes,
which included the repayment of the $750 million 3.375%
Notes in June 2022. Interest of approximately $21 million
per year is payable semi-annually on February 25 and
August 25 of each year, which commenced on
February 25, 2022. The 2032 Notes may be redeemed
prior to November 25, 2031 in whole or in part at any time,
at the option of the Company, at a “make-whole”
redemption price or at 100% of the principal amount of
the 2032 Notes thereafter.

2031 Notes. In April 2020, the Company issued
$1.25 billion in aggregate principal amount of 1.90%
senior unsecured and unsubordinated notes maturing on
January 28, 2031 (the “2031 Notes”). The net proceeds of
the 2031 Notes were used for general corporate purposes.
Interest of approximately $24 million per year is payable
semi-annually on January 28 and July 28 of each year,
which commenced on July 28, 2020. The 2031 Notes may
be redeemed prior to October 28, 2030 in whole or in part
at any time, at the option of the Company, at a “make-
whole” redemption price or at 100% of the principal
amount of the 2031 Notes thereafter.

2030 Notes. In January 2020, the Company issued
$1 billion in aggregate principal amount of 2.40% senior
unsecured and unsubordinated notes maturing on
April 30, 2030 (the “2030 Notes”). The net proceeds of the
2030 Notes were used for general corporate purposes.
Interest of approximately $24 million per year is payable
semi-annually on April 30 and October 30 of each year,
which commenced on April 30, 2020. The 2030 Notes may
be redeemed prior to January 30, 2030 in whole or in part
at any time, at the option of the Company, at a “make-
whole” redemption price or at 100% of the principal
amount of the 2030 Notes thereafter.

2029 Notes. In April 2019, the Company issued $1 billion
in aggregate principal amount of 3.25% senior unsecured
and unsubordinated notes maturing on April 30, 2029 (the

“2029 Notes”). The net proceeds of the 2029 Notes were
used for general corporate purposes, which included a
portion of the purchase price of the eFront Transaction,
repayment of a portion of the $1 billion 5.00% notes in
December 2019 and repayment of borrowings under its
commercial paper program. Interest is payable semi-
annually on April 30 and October 30 of each year, which
commenced on October 30, 2019, and is approximately
$33 million per year. The 2029 Notes may be redeemed
prior to January 30, 2029 in whole or in part at any time, at
the option of the Company, at a “make-whole” redemption
price or at par thereafter.

2027 Notes. In March 2017, the Company issued
$700 million in aggregate principal amount of 3.20% senior
unsecured and unsubordinated notes maturing on
March 15, 2027 (the “2027 Notes”). The net proceeds of the
2027 Notes were used to fully repay $700 million in
aggregate principal amount outstanding of 6.25% notes in
April 2017 prior to their maturity in September 2017. Interest
is payable semi-annually on March 15 and September 15 of
each year, and is approximately $22 million per year. The
2027 Notes may be redeemed prior to maturity at any time
in whole or in part at the option of the Company at a “make-
whole” redemption price.

2025 Notes. In May 2015, the Company issued
€700 million of 1.25% senior unsecured notes maturing
on May 6, 2025 (the “2025 Notes”). The notes are listed on
the New York Stock Exchange. The net proceeds of the
2025 Notes were used for general corporate purposes,
including refinancing of outstanding indebtedness.
Interest of approximately $11 million per year based on
current exchange rates is payable annually on May 6 of
each year. The 2025 Notes may be redeemed in whole or
in part prior to maturity at any time at the option of the
Company at a “make-whole” redemption price.

Upon conversion to US dollars the Company designated
the €700 million debt offering as a net investment hedge
to offset its currency exposure relating to its net
investment in certain euro functional currency operations.
A gain of $37 million (net of tax expense of $12 million),
gain of $46 million (net of tax expense of $14 million), and
a loss of $54 million (net of tax benefit of $17 million) were
recognized in other comprehensive income for 2022, 2021
and 2020, respectively. No hedge ineffectiveness was
recognized during 2022, 2021 and 2020.

2024 Notes. In March 2014, the Company issued
$1 billion in aggregate principal amount of 3.50% senior
unsecured and unsubordinated notes maturing on
March 18, 2024 (the “2024 Notes”). The net proceeds of
the 2024 Notes were used to refinance certain
indebtedness which matured in the fourth quarter of
2014. Interest is payable semi-annually in arrears on
March 18 and September 18 of each year, or
approximately $35 million per year. The 2024 Notes may
be redeemed prior to maturity at any time in whole or in
part at the option of the Company at a “make-whole”
redemption price.

2022 Notes. In May 2012, the Company issued $1.5 billion
in aggregate principal amount of unsecured
unsubordinated obligations. These notes were issued as
two separate series of senior debt securities, including
$750 million of 1.375% notes, which were repaid in June
2015 at maturity, and $750 million of 3.375% notes,
which were repaid in June 2022 at maturity (the “2022
Notes”). Net proceeds were used to fund the repurchase of
BlackRock’s common stock and Series B Preferred from
Barclays and affiliates and for general corporate purposes.
Interest on the 2022 Notes of approximately $25 million
per year was payable semi-annually on June 1 and
December 1 of each year.

16. Commitments and Contingencies

Investment Commitments. At December 31, 2022, the
Company had $884 million of various capital
commitments to fund sponsored investment products,
including CIPs. These products include private equity
funds, real assets funds and opportunistic funds. This
amount excludes additional commitments made by
consolidated funds of funds to underlying third-party
funds as third-party noncontrolling interest holders have
the legal obligation to fund the respective commitments of
such funds of funds. Generally, the timing of the funding
of these commitments is unknown and the commitments
are callable on demand at any time prior to the expiration
of the commitment. These unfunded commitments are not
recorded on the consolidated statements of financial
condition. These commitments do not include potential
future commitments approved by the Company that are
not yet legally binding. The Company intends to make
additional capital commitments from time to time to fund
additional investment products for, and with, its clients.

Contingencies

Legal Proceedings. From time to time, BlackRock receives
subpoenas or other requests for information from various
US federal and state governmental and regulatory
authorities and international governmental and regulatory
authorities in connection with industry-wide or other
investigations or proceedings. It is BlackRock’s policy to

cooperate fully with such matters. BlackRock is currently
responding to requests from the SEC in connection with a
publicly reported, industry-wide investigation of
investment advisers’ compliance with record retention
requirements relating to certain types of electronic
communications. BlackRock is cooperating with the SEC’s
investigation.

The Company, certain of its subsidiaries and employees
have been named as defendants in various legal actions,
including arbitrations and other litigation arising in
connection with BlackRock’s activities. Additionally,
BlackRock-advised investment portfolios may be subject
to lawsuits, any of which potentially could harm the
investment returns of the applicable portfolio or result in
the Company being liable to the portfolios for any
resulting damages.

Management, after consultation with legal counsel,
currently does not anticipate that the aggregate liability
arising out of regulatory matters or lawsuits will have a
material effect on BlackRock’s results of operations,
financial position, or cash flows. However, there is no
assurance as to whether any such pending or threatened
matters will have a material effect on BlackRock’s results
of operations, financial position or cash flows in any future
reporting period. Due to uncertainties surrounding the
outcome of these matters, management cannot
reasonably estimate the possible loss or range of loss that
may arise from these matters.

Indemnifications. In the ordinary course of business or in
connection with certain acquisition agreements,
BlackRock enters into contracts pursuant to which it may
agree to indemnify third parties in certain circumstances.
The terms of these indemnities vary from contract to
contract and the amount of indemnification liability, if any,
cannot be determined or the likelihood of any liability is
considered remote. Consequently, no liability has been
recorded on the consolidated statements of financial
condition.

In connection with securities lending transactions,
BlackRock has agreed to indemnify certain securities
lending clients against potential loss resulting from a
borrower’s failure to fulfill its obligations under the
securities lending agreement should the value of the
collateral pledged by the borrower at the time of default be
insufficient to cover the borrower’s obligation under the
securities lending agreement. The amount of securities on
loan as of December 31, 2022 and subject to this type of
indemnification was approximately $253 billion. In the
Company’s capacity as lending agent, cash and securities
totaling approximately $268 billion were held as collateral
for indemnified securities on loan at December 31, 2022.
The fair value of these indemnifications was not material
at December 31, 2022.

F-26

F-27

17. Revenue

The table below presents detail of revenue for 2022, 2021 and 2020 and includes the product mix of investment advisory,
administration fees and securities lending revenue and performance fees.

(in millions)

2022

2021

2020

Investment advisory, administration fees and securities lending revenue:

Equity:

Active

ETFs

Non-ETF Index

Equity subtotal

Fixed income:

Active

ETFs

Non-ETF Index

Fixed income subtotal

Multi-asset

Alternatives:

Illiquid alternatives

Liquid alternatives

Currency and commodities(1)

Alternatives subtotal

Long-term

Cash management

$ 2,147

$ 2,571

$ 1,737

4,345

711

7,203

1,977

1,122

396

3,495

1,299

741

633

216

1,590

13,587

864

4,658

771

8,000

2,191

1,201

471

3,863

1,414

668

629

216

3,499

664

5,900

1,957

1,119

463

3,539

1,163

577

502

168

1,513

1,247

14,790

11,849

470

790

Total investment advisory, administration fees and securities lending revenue

14,451

15,260

12,639

Investment advisory performance fees:

Equity

Fixed income

Multi-asset

Alternatives:

Illiquid alternatives

Liquid alternatives

Alternatives subtotal

Total performance fees

Technology services revenue

Distribution fees:

Retrocessions

12b-1 fees (US mutual fund distribution fees)

Other

Total distribution fees

Advisory and other revenue:

Advisory

Other

Total advisory and other revenue

Total revenue

(1)

Amounts include commodity ETFs.

49

25

25

296

119

415

514

1,364

153

48

32

208

702

910

1,143

1,281

1,026

1,098

312

43

358

65

91

35

35

83

860

943

1,104

1,139

736

337

58

1,381

1,521

1,131

56

107

163

68

101

169

68

124

192

$ 17,873

$ 19,374

$ 16,205

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

(in millions)

By client type:

Retail

ETFs

Institutional:

Active

Index

Total institutional

Long-term

Cash management

Total

By investment style:

Active

Index and ETFs

Long-term

Cash management

Total

2022

2021

2020

$ 4,442

$ 4,957

$ 3,651

5,671

6,074

4,788

2,535

939

3,474

2,675

1,084

3,759

2,342

1,068

3,410

13,587

14,790

11,849

864

470

790

$ 14,451

$ 15,260

$ 12,639

$ 6,789

$ 7,455

$ 5,914

6,798

13,587

864

7,335

5,935

14,790

11,849

470

790

$ 14,451

$ 15,260

$ 12,639

Investment Advisory and Administration Fees – Remaining Performance Obligation

The tables below present estimated investment advisory and administration fees expected to be recognized in the future
related to the unsatisfied portion of the performance obligations at December 31, 2022 and 2021:

December 31, 2022

(in millions)

Investment advisory and administration fees:

Alternatives(1)(2)

December 31, 2021

(in millions)

Investment advisory and administration fees:

Alternatives(1)(2)

2023

2024

2025

Thereafter

Total

$157

$111

$78

$102

$448

2022

2023

2024

Thereafter

Total

$161

$147

$86

$77

$471

(1)

(2)

Investment advisory and administration fees include management fees related to certain alternative products, which are based on contractual committed capital outstanding at December 31,
2022 and 2021. Actual management fees could be higher to the extent additional committed capital is raised. These fees are generally billed on a quarterly basis in arrears.

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

Change in Deferred Carried Interest Liability

The table below presents changes in the deferred carried interest liability, which is included in other liabilities on the
consolidated statements of financial condition, for the year ended December 31, 2022 and 2021:

(in millions)

Beginning balance

Net increase (decrease) in unrealized allocations

Performance fee revenue recognized

Ending balance

2022

2021

$1,508

$ 584

175

(263)

1,083

(159)

$1,420

$1,508

F-28

F-29

Technology Services Revenue – Remaining Performance Obligation

The tables below present estimated technology services revenue expected to be recognized in the future related to the
unsatisfied portion of the performance obligations at December 31, 2022 and 2021:

December 31, 2022

(in millions)

Technology services revenue(1)(2)

December 31, 2021

(in millions)

Technology services revenue(1)(2)

2023

2024

2025

Thereafter

Total

$112

$51

$35

$40

$238

2022

2023

2024

Thereafter

Total

$115

$55

$33

$36

$239

(1)

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

(2)

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

In addition to amounts disclosed in the tables above,
certain technology services contracts require fixed
minimum fees, which are billed on a monthly or quarterly
basis in arrears. The Company recognizes such revenue as
services are performed. As of December 31, 2022, the
estimated annual fixed minimum fees for 2023 for
outstanding contracts approximated $895 million. The
term for these contracts, which are either in their initial or
renewal period, ranges from one to five years.

form of stock options, restricted stock or RSUs may be
granted to employees and nonemployee directors. A
maximum of 41,500,000 shares of common stock were
authorized for issuance under the Award Plan. Of this
amount, 4,264,917 shares remain available for future
awards at December 31, 2022. Upon exercise of employee
stock options, the issuance of restricted stock or the
vesting of RSUs, the Company issues shares out of
treasury to the extent available.

The table below presents changes in the technology
services deferred revenue liability for the year ended
December 31, 2022 and 2021, which is included in other
liabilities on the consolidated statements of financial
condition:

(in millions)

Beginning balance

Additions(1)

Revenue recognized that was included in

the beginning balance

Ending balance

(1)

Amounts are net of revenue recognized.

2022

2021

$122

$123

99

94

(96)

(95)

$125

$122

Restricted Stock and RSUs. Pursuant to the Award Plan,
restricted stock grants and RSUs may be granted to
certain employees. Substantially all restricted stock and
RSUs vest over periods ranging from one to three years
and are expensed using the straight-line method over the
requisite service period for each separately vesting portion
of the award as if the award was, in-substance, multiple
awards. Restricted stock and RSUs are not considered
participating securities for purposes of calculating EPS as
the dividend equivalents are subject to forfeiture prior to
vesting of the award.

Restricted stock and RSU activity for 2022 is summarized
below.

18. Stock-Based Compensation

The components of stock-based compensation expense
are as follows:

(in millions)

2022

2021

2020

Stock-based compensation:

Outstanding at

December 31, 2021

Granted

Converted

Forfeited

Restricted stock and RSUs

$686

$709

$593

December 31, 2022

Restricted
Stock and
RSUs

Weighted-
Average
Grant Date
Fair Value

2,183,017

$586.45

813,619

$813.39

(912,052)

$505.59

(75,377)

$703.32

2,009,207

$710.67

Stock options

22

25

29

Total stock-based compensation(1)

$708

$734

$622

(1)

Amount for 2022 includes $33 million of accelerated amortization expenses related to
previously granted stock-based compensation awards recognized as part of the
restructuring charge disclosed in Note 24, Restructuring Charge.

Stock Award and Incentive Plan. Pursuant to the
BlackRock, Inc. Second Amended and Restated 1999
Stock Award and Incentive Plan (the “Award Plan”), options
to purchase shares of the Company’s common stock at an
exercise price not less than the market value of
BlackRock’s common stock on the date of grant in the

The Company values restricted stock and RSUs at their
grant-date fair value as measured by BlackRock’s
common stock price. The total fair market value of RSUs/
restricted stock granted to employees during 2022, 2021
and 2020 was $662 million, $664 million and
$517 million, respectively. The total grant-date fair market
value of RSUs/restricted stock converted to common stock
during 2022, 2021 and 2020 was $461 million,
$391 million and $421 million, respectively.

RSUs/restricted stock granted in connection with annual
incentive compensation under the Award Plan primarily
related to the following:

granted 111,991 additional RSUs based on the attainment
of Company performance measures during the
performance period.

2022

2021

2020

Performance-based RSU activity for 2022 is summarized
below.

Awards granted that vest
ratably over three years
from the date of grant

Awards granted that vest
with varying vesting
periods

Awards granted that cliff

vest 100% on:

January 31, 2023

January 31, 2024

January 31, 2025

498,633

470,253

504,403

117,169

168,504

71,531

—

—

197,817

813,619

—

393,161

247,621

—

—

—

886,378

969,095

At December 31, 2022, the intrinsic value of outstanding
RSUs was $1.4 billion, reflecting a closing stock price of
$708.63.

At December 31, 2022, total unrecognized stock-based
compensation expense related to unvested RSUs was
$453 million. The unrecognized compensation cost is
expected to be recognized over the remaining weighted-
average period of 0.9 years.

In January 2023, the Company granted under the Award
Plan:

• 342,706 RSUs or shares of restricted stock to

employees as part of annual incentive compensation
that vest ratably over three years from the date of
grant;

• 259,465 RSUs or shares of restricted stock to

employees that cliff vest 100% on January 31, 2026;
and

• 5,493 RSUs or shares of restricted stock to employees

with various vesting schedules.

Performance-Based RSUs. Pursuant to the Award Plan,
performance-based RSUs may be granted to certain
employees. Each performance-based award consists of a
“base” number of RSUs granted to the employee. The
number of shares that an employee ultimately receives at
vesting will be equal to the base number of performance-
based RSUs granted, multiplied by a predetermined
percentage determined in accordance with the level of
attainment of Company performance measures during the
performance period and could be higher or lower than the
original RSU grant. Performance-based RSUs are not
considered participating securities as the dividend
equivalents are subject to forfeiture prior to vesting of the
award.

In the first quarter of 2022, 2021 and 2020, the Company
granted 143,846, 162,029 and 238,478, respectively,
performance-based RSUs to certain employees that cliff
vest 100% on January 31, 2025, 2024 and 2023,
respectively. These awards are amortized over a service
period of three years. In January 2022, the Company

Outstanding at

December 31, 2021

Granted

Additional shares granted due to

attainment of performance
measures

Converted

Forfeited

December 31, 2022

Performance-
Based RSUs

668,805

143,846

Weighted-
Average
Grant Date
Fair Value

$533.48

$820.28

111,991

$410.32

(385,134)

$410.32

(8,454)

$662.34

531,054

$672.47

The Company values performance-based RSUs at their
grant-date fair value as measured by BlackRock’s
common stock price. The total grant-date fair market value
of performance-based RSUs granted to employees during
2022, 2021 and 2020 was $164 million, $122 million and
$139 million, respectively.

At December 31, 2022, the intrinsic value of outstanding
performance-based RSUs was $376 million reflecting a
closing stock price of $708.63.

At December 31, 2022, total unrecognized stock-based
compensation expense related to unvested performance-
based awards was $70 million. The unrecognized
compensation cost is expected to be recognized over the
remaining weighted-average period of 0.9 years.

In January 2023, the Company granted 169,938
performance-based RSUs to certain employees that cliff
vest 100% on January 31, 2026. These awards are
amortized over a service period of three years. The number
of shares distributed at vesting could be higher or lower
than the original grant based on the level of attainment of
predetermined Company performance measures.

Performance-based Stock Options. Pursuant to the Award
Plan, performance-based stock options may be granted to
certain employees. Vesting of the performance-based
stock options is contingent upon the achievement of
obtaining 125% of BlackRock’s grant-date stock price
within five years from the grant date and the attainment of
Company performance measures during the four-year
performance period. Both hurdles have been achieved and
the first tranche of the awards vested at the end of 2022
with two subsequent equal installments vesting at the end
of 2023 and 2024, respectively. Vested options are
exercisable for up to nine years following the grant date.
The awards are generally forfeited if the employee leaves
the Company before the respective vesting date. The
expense for each tranche is amortized over the respective
requisite service period. Stock option activity for 2022 is
summarized below.

F-30

F-31

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Life (Years)

Aggregate
Intrinsic
Value (in
millions)

Shares
Under
Option

Outstanding at

December 31, 2021

1,817,923 $513.50

Exercised

Forfeited

Outstanding at

(21,635) $513.50

(60,390) $513.50

December 31, 2022(1) 1,735,898 $513.50

3.9

$339

Exercisable at

December 31, 2022

594,655 $513.50

3.9

$116

(1)

At December 31, 2022, approximately 1.1 million options were expected to vest.

The options have a strike price of $513.50, which was the
closing price of the shares on the grant date. The grant-
date fair value of the awards issued in 2017 was $208
million and was estimated using a Monte Carlo simulation
with an embedded lattice model using the assumptions
included in the following table:

Grant
Year

2017

Expected
Term (Years)

Expected Stock
Volatility

Expected
Dividend Yield

Risk-Free
Interest Rate

6.56

22.23%

2.16%

2.33%

The expected term was derived using a Monte Carlo
simulation with the embedded lattice model and
represents the period of time that options granted are
expected to be outstanding. The expected stock volatility
was based upon an average of historical stock price
fluctuations of BlackRock’s common stock and an implied
volatility at the grant date. The dividend yield was
calculated as the most recent quarterly dividend divided
by the average three-month stock price as of the grant
date. The risk-free interest rate is based on the US
Treasury Constant Maturities yield curve at date of grant.

At December 31, 2022, total unrecognized stock-based
compensation expense related to unvested performance-
based stock options was $20 million. The unrecognized
compensation cost is expected to be recognized over the
remaining weighted-average period of 1.4 years. The total
fair value of options vested during 2022 was $59 million.
The aggregate intrinsic value of options exercised during
2022 was $4 million.

Employee Stock Purchase Plan (“ESPP”). The ESPP
allows eligible employees to purchase the Company’s
common stock at 95% of the fair market value on the last
day of each three-month offering period; therefore, the
Company does not record compensation expense related
to employees purchasing shares under the ESPP.

19. Deferred Cash Compensation and Employee Benefit
Plans

Deferred Cash Compensation Plans

The components of deferred cash compensation expense
are as follows:

(in millions)

2022

2021

2020

Deferred cash compensation

expense:

IPDCP

VDCP

Other(1)

$228

$304

$185

(18)

14

12

74

7

16

Total deferred cash compensation

expense

$224

$390

$208

(1)

Amounts primarily relate to deferred cash compensation in connection with certain
acquisitions.

Investment Professional Deferred Compensation Program
(“IPDCP”). The Company adopted IPDCP for the purpose of
providing deferred compensation and retention incentives
to certain employees. For this plan, the final value of the
deferred amount to be distributed in cash upon vesting is
associated with investment returns of certain investment
funds. In January 2022, 2021 and 2020, the Company
granted approximately $257 million, $321 million, and
$137 million of deferred compensation that will fluctuate
with investment returns and will vest ratably over three
years from the date of grant. The liabilities for this plan
were $358 million and $377 million at December 31, 2022
and 2021, respectively, and are reflected in the
consolidated statements of financial condition as accrued
compensation and benefits. In January 2023, the
Company granted approximately $90 million of additional
deferred compensation that will fluctuate with investment
returns and will vest ratably over three years from the date
of grant.

Voluntary Deferred Compensation Plan. The Company
adopted a Voluntary Deferred Compensation Plan
(“VDCP”) that allows eligible employees in the US to elect
to defer between 1% and 100% of their annual cash
incentive compensation. The participants must specify a
deferral period of up to 10 years from the year of deferral
and additionally elect to receive distributions in the form
of a lump sum or in up to 10 annual installments. VDCP
deferred cash compensation expense includes the mark-
to-market impact of investment returns. The liability
balance of $108 million and $101 million at December 31,
2022 and 2021, respectively, is reflected on the
consolidated statements of financial condition as accrued
compensation and benefits.

Other Deferred Cash Plans. The liabilities related to other
deferred cash plans granted in connection with certain
acquisitions were approximately $71 million and
$99 million at December 31, 2022 and 2021, respectively.

In 2019, the Company adopted a carried interest retention
incentive program referred to as the BlackRock
Leadership Retention Carry Plan, pursuant to which
senior-level employees (but not including the Chief
Executive Officer), as may be determined by the Company
from time to time, will be eligible to receive a portion of the
cash payments, based on their percentage points, in the
total carried interest distributions paid to the Company
from participating carry funds. Cash payments, if any, with
respect to these percentage points will be made over time
following the recipient’s termination of employment due to
qualified retirement, death or disability, subject to his or
her execution of a release of claims and continued
compliance with his or her restrictive covenant obligations
following termination. There was no material impact to the
consolidated financial statements.

Defined Contribution Plans

The Company has several defined contribution plans
primarily in the US and UK.

Certain of the Company’s US employees participate in a
defined contribution plan. Employee contributions of up to
8% of eligible compensation, as defined by the plan and
subject to Internal Revenue Code limitations, are matched
by the Company at 50% up to a maximum of $5,000
annually. In addition, the Company makes an annual
retirement contribution to eligible participants equal to
3-5% of eligible compensation. The Company’s
contribution expense related to this plan was $83 million
in 2022, $101 million in 2021, and $93 million in 2020.

Certain UK wholly owned subsidiaries of the Company
contribute to defined contribution plans for their
employees. The contributions range between 6% and 15%
of each employee’s eligible compensation. The Company’s
contribution expense related to these plans was
$60 million in 2022, $57 million in 2021, and $45 million
in 2020.

In addition, the contribution expense related to defined
contribution plans in other regions was $41 million in
2022, $36 million in 2021 and $34 million in 2020.

Defined Benefit Plans. The Company has several defined
benefit pension plans with plan assets of approximately
$29 million and $35 million at December 31, 2022 and
2021, respectively. The underfunded obligations at
December 31, 2022 and 2021 were not material. Benefit
payments for the next five years and in aggregate for the
five years thereafter are not expected to be material.

20. Related Party Transactions

Determination of Related Parties

PNC Financial Services Group, Inc. (“PNC”). The Company
considered PNC, along with its affiliates, to be a related
party based on its level of capital stock ownership prior to
the secondary offering in May 2020 by PNC of shares of
the Company’s stock. See Note 23, Capital Stock, for more
information on PNC secondary offering. At December 31,
2022, PNC did not own any of the Company’s capital stock
and is no longer considered a related party.

Registered Investment Companies and Equity Method
Investments. The Company considers the registered
investment companies that it manages, which include
mutual funds and exchange-traded funds, to be related
parties as a result of the Company’s advisory relationship.
In addition, equity method investments are considered
related parties, due to the Company’s influence over the
financial and operating policies of the investee.

Revenue from Related Parties

Revenue for services provided by the Company to these
and other related parties are as follows:

(in millions)

2022

2021

2020

Investment advisory,

administration fees and
securities lending revenue(1)

Investment advisory
performance fees(1)

Technology services revenue
Advisory and other revenue(2)

Total revenue from related

$10,848

$11,474

$9,079

244

—
(31)

555

—
(16)

301

4
19

parties

$11,061

$12,013

$9,403

(1)

(2)

Amounts primarily include revenue from registered investment companies/and equity
method investees.

Amounts primarily include the Company’s share of the investee’s underlying net income or
(loss) from equity method investees.

The Company provides investment advisory and
administration services to its open- and closed-end funds
and other commingled or pooled funds and separate
accounts in which related parties invest.

Receivables and Payables with Related Parties. Due from
related parties, which is included within other assets on
the consolidated statements of financial condition was
$396 million and $162 million at December 31, 2022 and
2021, respectively, and primarily represented receivables
from certain investment products managed by BlackRock.
Accounts receivable at December 31, 2022 and 2021
included $1.0 billion and $1.3 billion, respectively, related
to receivables from BlackRock mutual funds and ETFs, for
investment advisory and administration services.

Due to related parties, which is included within other
liabilities on the consolidated statements of financial
condition, was $15 million and $17 million at
December 31, 2022 and 2021, respectively, and primarily
represented payables to certain investment products
managed by BlackRock.

21. Net Capital Requirements

The Company is required to maintain net capital in certain
regulated subsidiaries within a number of jurisdictions,
which is partially maintained by retaining cash and cash
equivalent investments in those subsidiaries or
jurisdictions. As a result, such subsidiaries of the
Company may be restricted in their ability to transfer cash
between different jurisdictions and to their parents.
Additionally, transfers of cash between international
jurisdictions may have adverse tax consequences that
could discourage such transfers.

Banking Regulatory Requirements. BlackRock
Institutional Trust Company, N.A. (“BTC”), a wholly owned

F-32

F-33

subsidiary of the Company, is chartered as a national bank
whose powers are limited to trust and other fiduciary
activities and which is subject to regulatory capital
requirements administered by the US Office of the
Comptroller of the Currency. Federal banking regulators

would be required to take certain actions and permitted to
take other actions in the event of BTC’s failure to meet
minimum capital requirements that, if undertaken, could
have a direct material effect on the Company’s
consolidated financial statements.

Quantitative measures established by regulators to ensure capital adequacy require BTC to maintain a minimum
Common Equity Tier 1 capital and Tier 1 leverage ratio, as well as Tier 1 and total risk-based capital ratios. Based on BTC’s
calculations as of December 31, 2022 and 2021, it exceeded the applicable capital adequacy requirements.

(in millions)

December 31, 2022

Total capital (to risk weighted assets)

Common Equity Tier 1 capital (to risk weighted assets)

Tier 1 capital (to risk weighted assets)

Tier 1 capital (to average assets)

December 31, 2021

Total capital (to risk weighted assets)

Common Equity Tier 1 capital (to risk weighted assets)

Tier 1 capital (to risk weighted assets)

Tier 1 capital (to average assets)

Broker-dealers. BlackRock Investments, LLC and
BlackRock Execution Services are registered broker-
dealers and wholly owned subsidiaries of BlackRock that
are subject to the Uniform Net Capital requirements under
the Securities Exchange Act of 1934, which requires
maintenance of certain minimum net capital levels.

Capital Requirements. At December 31, 2022 and 2021,
the Company was required to maintain approximately
$2.2 billion and $2.3 billion, respectively, in net capital in
certain regulated subsidiaries, including BTC, entities
regulated by the Financial Conduct Authority and
Prudential Regulation Authority in the UK, and the
Company’s broker-dealers. The Company was in
compliance with all applicable regulatory net capital
requirements.

22. Accumulated Other Comprehensive Income (Loss)

The following table presents changes in AOCI for 2022,
2021 and 2020:

(in millions)

2022

2021

2020

Beginning balance

$ (550)

$(337)

$(571)

Foreign currency translation

adjustments(1)

(551)

(213)

234

Ending balance

$(1,101)

$(550)

$(337)

(1)

Amount for 2022 includes a gain from a net investment hedge of $37 million (net of tax
expense of $12 million). Amount for 2021 includes a gain from a net investment hedge
of $46 million (net of tax expense of $14 million). Amount for 2020 includes a loss from
a net investment hedge of $54 million (net of tax benefit of $17 million).

23. Capital Stock

May 2020 PNC Secondary Offering and Share
Repurchase. On May 15, 2020, a subsidiary of PNC
completed the secondary offering of 31,628,573 shares of
the Company’s common stock at a price of $420 per share,

Actual

For Capital
Adequacy
Purposes

To Be Well
Capitalized
Under Prompt
Corrective Action
Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

$691

$684

$684

$684

$816

$808

$808

$808

126.1%

124.8%

124.8%

62.8%

119.8%

118.5%

118.5%

64.3%

$44

$25

$33

$44

$55

$31

$41

$50

8.0%

4.5%

6.0%

4.0%

8.0%

4.5%

6.0%

4.0%

$55

$36

$44

$54

$68

$44

$55

$63

10.0%

6.5%

8.0%

5.0%

10.0%

6.5%

8.0%

5.0%

which included 823,188 shares of common stock issued
upon the conversion of the Company’s Series B
Convertible Participating Preferred Stock and 2,875,325
shares of common stock under the fully exercised
underwriters’ option to purchase additional shares. Also
on May 15, 2020, PNC completed the sale of 2,650,857
shares to the Company at a price of $414.96 per share.
The shares repurchased by the Company were in addition
to the share repurchase authorization under the
Company’s existing share repurchase program. The
secondary offering and the Company’s share repurchase
resulted in PNC’s exit of its entire ownership position in
the Company.

Elimination of Preferred Stock. As a result of PNC’s exit of
its entire ownership position in the Company, on
October 6, 2020, the Company filed a Certificate of
Elimination to its Amended and Restated Certificate of
Incorporation (the “Certificate of Incorporation”) with the
Secretary of State for the state of Delaware eliminating
each of the Company’s Series A, B and C Convertible
Participating Preferred Stock and Series D Participating
Preferred Stock (collectively, the “Preferred Stock”). As of
October 6, 2020 (the date of filing the Certificate of
Elimination), there were no outstanding shares of the
Preferred Stock.

Cash Dividends for Common and Preferred Shares /
RSUs. During 2022, 2021 and 2020, the Company paid
cash dividends of $19.52 per share (or $3.0 billion),
$16.52 per share (or $2.5 billion) and $14.52 per share (or
$2.3 billion), respectively.

Share Repurchases. During 2022, the Company
repurchased 2.7 million common shares under the
Company’s existing share repurchase program for
approximately $1.9 billion. At December 31, 2022, there
were approximately 0.9 million shares still authorized to
be repurchased under the program.

The Company’s common and preferred shares issued and outstanding and related activity consist of the following:

December 31, 2019

Shares repurchased

Net issuance of common shares related to employee stock

transactions

Shares Issued

Treasury
Common
Shares

Common
Shares

Shares Outstanding

Series B
Preferred

Common
Shares

Series B
Preferred

171,252,185

(16,876,405)

823,188

154,375,780

823,188

—

—

(3,445,554)

779,471

—

—

(3,445,554)

779,471

—

—

Exchange of preferred shares series B for common shares

823,188

—

(823,188)

823,188

(823,188)

December 31, 2020

Shares repurchased

Net issuance of common shares related to employee stock

transactions

December 31, 2021

Shares repurchased

Net issuance of common shares related to employee stock

transactions

December 31, 2022

172,075,373

(19,542,488)

—

—

(1,421,994)

573,600

172,075,373

(20,390,882)

—

—

(2,710,821)

782,822

172,075,373

(22,318,881)

—

—

—

—

—

—

—

152,532,885

(1,421,994)

573,600

151,684,491

(2,710,821)

782,822

149,756,492

—

—

—

—

—

—

—

Income tax expense has been based on the following
components of income before taxes, less net income (loss)
attributable to NCI:

(in millions)

Domestic

Foreign

Total

2022

2021

2020

$4,604

$5,030

$3,805

1,870

2,839

2,365

$6,474

$7,869

$6,170

The foreign income before taxes includes countries that
have statutory tax rates that are different than the US
federal statutory tax rate of 21%, such as the UK, Canada,
Switzerland and Germany.

24. Restructuring Charge

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

The table below presents a rollforward of the Company’s
restructuring liability for the year ended December 31,
2022, which is included in other liabilities on the
consolidated statements of financial condition:

(in millions)

Liabilities as of December 31, 2021

Additions

Accelerated amortization expense of equity-based

awards

Liabilities as of December 31, 2022

$ —

91

(33)

$ 58

25. Income Taxes

The components of income tax expense for 2022, 2021
and 2020, are as follows:

(in millions)

2022

2021

2020

Current income tax expense:

Federal

State and local

Foreign

Total net current income tax

expense

Deferred income tax expense

(benefit):

Federal

State and local

Foreign

Total net deferred income tax

expense (benefit)

$ 255

$2,031

$ 720

(9)

448

226

576

86

589

694

2,833

1,395

562

64

(24)

(935)

(150)

220

(66)

6

(97)

602

(865)

(157)

Total income tax expense

$1,296

$1,968

$1,238

F-34

F-35

A reconciliation of income tax expense with expected federal income tax expense computed at the applicable federal
income tax rate of 21% for 2022, 2021 and 2020 is as follows:

(in millions)

Statutory income tax expense

Increase (decrease) in income taxes resulting from:

State and local taxes (net of federal benefit)

Impact of federal, foreign, state, and local tax rate
changes on deferred taxes

Stock-based compensation awards

Resolution of outstanding tax matters

Charitable Contribution

Effect of foreign tax rates

Other

Income tax expense

2022

2021

2020

$1,360

21% $1,653

21% $1,296

21%

115

2

(25)

(87)

(143)

—

23

53

—

(1)

(2)

—

—

—

121

125

2

2

(43)

(1)

—

—

32

80

—

—

—

1

81

78

(36)

—

(128)

(100)

47

1

1

—

—

(2)

(2)

1

$1,296

20% $1,968

25% $1,238

20%

Deferred income taxes are provided for the effects of
temporary differences between the tax basis of an asset or
liability and its reported amount in the consolidated
financial statements. These temporary differences result
in taxable or deductible amounts in future years.

The components of deferred income tax assets and
liabilities are shown below:

(in millions)

Deferred income tax assets:

December 31,

2022

2021

Compensation and benefits

$ 568

$ 649

noncash net expense related to the revaluation of certain
deferred tax assets and liabilities as a result of legislation
enacted in the UK increasing its corporate tax rate and
state and local income tax change. Income tax expense for
2021 also included a $43 million discrete tax benefits
related to stock-based compensation awards.

At December 31, 2022 and 2021, the Company had
available state net operating loss carryforwards of
$2.5 billion and $1.2 billion, respectively, which will begin
to expire in 2024. At December 31, 2022 and 2021, the
Company had foreign net operating loss carryforwards of
$179 million and $142 million, respectively, of which
$6 million will begin to expire in 2023.

Loss carryforwards

Capitalized costs

Other

100

103

903

88

764

898

At December 31, 2022 and 2021, the Company had
$39 million and $30 million of valuation allowances for
deferred income tax assets, respectively, recorded on the
consolidated statements of financial condition.

Gross deferred tax assets

Less: deferred tax valuation allowances

1,674
(39)

2,399
(30)

Deferred tax assets net of valuation

allowances

Deferred income tax liabilities:

1,635

2,369

Goodwill and acquired indefinite-lived

intangibles

4,244

4,245

Acquired finite-lived intangibles

Unrealized investment gains

Other

114

72

349

144

71

422

Gross deferred tax liabilities

Net deferred tax (liabilities)

4,779

4,882

$(3,144)

$(2,513)

Deferred income tax assets and liabilities are recorded net
when related to the same tax jurisdiction. At December 31,
2022, the Company recorded on the consolidated
statement of financial condition deferred income tax assets,
within other assets, and deferred income tax liabilities of
$237 million and $3.4 billion, respectively. At December 31,
2021, the Company recorded on the consolidated
statement of financial condition deferred income tax assets,
within other assets, and deferred income tax liabilities of
$245 million and $2.8 billion, respectively.

Income tax expense for 2022 reflected $235 million of net
discrete tax benefits primarily related to stock-based
compensation awards that vested in 2022 and the
resolution of certain outstanding tax matters, and
$35 million of net noncash tax benefits related to the
revaluation of certain deferred income tax liabilities.
Income tax expense for 2021 included a $126 million

Goodwill recorded in connection with the Quellos
Transaction has been reduced during the period by the
amount of tax benefit realized from tax-deductible
goodwill. See Note 11, Goodwill, for further discussion.

Current income taxes are recorded net on the
consolidated statements of financial condition when
related to the same tax jurisdiction. At December 31, 2022,
the Company had current income taxes receivable and
payable of $354 million and $92 million, respectively,
recorded in other assets and accounts payable and
accrued liabilities, respectively. At December 31, 2021, the
Company had current income taxes receivable and
payable of $218 million and $190 million, respectively,
recorded in other assets and accounts payable and
accrued liabilities, respectively.

The following tabular reconciliation presents the total
amounts of gross unrecognized tax benefits:

(in millions)

2022

2021

2020

Balance at January 1

$1,022

$ 940

$900

Additions for tax positions of prior

years

Reductions for tax positions of

prior years

Additions based on tax positions

related to current year

Lapse of statute of limitations

Settlements

13

(75)

55

—

(103)

18

(4)

69

—

(1)

31

(8)

60

(3)

(40)

Balance at December 31

$ 912

$1,022

$940

Included in the balance of unrecognized tax benefits at
December 31, 2022, 2021 and 2020, respectively, are
$497 million, $616 million and $565 million of tax benefits
that, if recognized, would affect the effective tax rate.

The Company recognizes interest and penalties related to
income tax matters as a component of income tax
expense. Related to the unrecognized tax benefits noted
above, the Company accrued interest and penalties of
$(40) million during 2022 and in total, as of December 31,
2022, had recognized a liability for interest and penalties
of $160 million. The Company accrued interest and
penalties of $36 million during 2021 and in total, as of
December 31, 2021, had recognized a liability for interest
and penalties of $200 million. The Company accrued
interest and penalties of $31 million during 2020 and in
total, as of December 31, 2020, had recognized a liability
for interest and penalties of $164 million.

BlackRock is subject to US federal income tax, state and
local income tax, and foreign income tax in multiple
jurisdictions. Tax years after 2011 remain open to US
federal income tax examination.

In June 2014, the Internal Revenue Service commenced
its examination of BlackRock’s 2010 through 2012 tax
years of which 2010 and 2011 examination is closed.
During 2019, 2020, and 2021, the Internal Revenue
Service commenced its examination of BlackRock’s 2013
through 2015 tax years, 2017 through 2018 tax years and
2019 tax year, respectively.

The Company is currently under audit in several state and
local jurisdictions. The significant state and local income
tax examinations are in New York State for tax years 2012
through 2014, in which the examination was concluded in
January 2023, and New York City for tax years 2012
through 2014. The conclusion of New York State income
tax examination for tax years 2012 – 2014 did not have a
material impact to the consolidated financial statements.
No open state and local income tax audits cover years
earlier than 2012.

Upon conclusion of its examination, Her Majesty’s
Revenue and Customs (“HMRC”) issued a closure notice
during 2017 for various UK BlackRock subsidiaries for tax
years 2009 and years after. At that time, the Company
decided to pursue litigation for the tax matters included
on such notice. During 2020, the Company received a
favorable decision from the First Tier Tribunal (“FTT”),
however, HMRC appealed to the Upper Tribunal (“UT”) and
the UT ruled in HMRC’s favor, overturning the FTT’s
decision in July 2022. BlackRock appealed UT’s decision
to the UK Court of Appeal (“CoA”) and is waiting for an
appeal hearing date. BlackRock does not expect the
ultimate resolution to result in a material impact to the
consolidated financial statements.

From time to time, BlackRock may receive or be subject to
tax authorities’ assessments and challenges related to
income taxes. BlackRock does not currently expect the
ultimate resolution of any other existing matters to be
material to the consolidated financial statements.

At December 31, 2022, it is reasonably possible the total
amounts of unrecognized tax benefits will change within

the next twelve months due to completion of tax
authorities’ exams or the expiration of statues of
limitations. Management estimates that the existing
liability for uncertain tax positions could decrease by
approximately $200 million to $370 million within the next
twelve months.

26. Earnings Per Share

The following table sets forth the computation of basic
and diluted EPS for 2022, 2021 and 2020:

(in millions, except

shares and per share

data)

Net income

attributable to
BlackRock, Inc.

Basic weighted-
average shares
outstanding

Dilutive effect of:

Nonparticipating

RSUs

2022

2021

2020

$

5,178 $

5,901 $

4,932

150,921,161 152,236,047 153,489,422

1,119,829

1,507,859

1,275,733

Stock options

399,481

660,451

75,427

Total diluted
weighted-
average shares
outstanding

152,440,471 154,404,357 154,840,582

Basic earnings per

share

Diluted earnings

per share

$

$

34.31 $

38.76 $

32.13

33.97 $

38.22 $

31.85

The amount of anti-dilutive RSUs and stock options were
immaterial for 2022, 2021 and 2020. Certain
performance-based RSUs were excluded from diluted EPS
calculation because the designated contingency was not
met during 2022, 2021 and 2020, respectively.

27. Segment Information

The Company’s management directs BlackRock’s
operations as one business, the asset management
business. The Company utilizes a consolidated approach
to assess performance and allocate resources. As such,
the Company operates in one business segment.

The following table illustrates total revenue for 2022, 2021
and 2020 by geographic region. These amounts are
aggregated on a legal entity basis and do not necessarily
reflect where the customer resides or affiliated services
are provided.

(in millions)

Revenue

Americas

Europe

Asia-Pacific

Total revenue

2022

2021

2020

$11,931

$12,399

$10,593

5,164

778

6,105

870

4,940

672

$17,873

$19,374

$16,205

See Note 17, Revenue, for further information on the
Company’s sources of revenue.

F-36

F-37

The following table illustrates long-lived assets that
consist of goodwill and property and equipment at
December 31, 2022 and 2021 by geographic region.
These amounts are aggregated on a legal entity basis and
do not necessarily reflect where the asset is physically
located.

(in millions)

Long-lived Assets

Americas

Europe

Asia-Pacific

Total long-lived assets

2022

2021

$14,945

$14,675

1,329

98

1,341

97

$16,372

$16,113

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

28. Subsequent Events

In January 2023, the Company announced that the Board
of Directors authorized the repurchase of an additional
seven million shares under the Company’s existing share
repurchase program for a total of up to approximately
7.9 million shares of BlackRock common stock.

On January 25, 2023, the Company announced that the
Board of Directors approved BlackRock’s quarterly
dividend of $5.00 per share to be paid on March 23, 2023
to stockholders of record at the close of business on
March 7, 2023.

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

[THIS PAGE INTENTIONALLY LEFT BLANK]

F-38

COMMON STOCK INFORMATION

COMMON STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return on BlackRock’s common stock from December 31,
2017 through December 31, 2022, as compared with the cumulative total return of the S&P 500 Index and the S&P US
BMI Asset Management & Custody Banks Index*. The graph assumes the investment of $100 in BlackRock’s common
stock and in each of the two indices on December 31, 2017 and the reinvestment of all dividends, if any. The following
information has been obtained from sources believed to be reliable, but neither its accuracy nor its completeness is
guaranteed. The performance graph is not necessarily indicative of future investment performance.

Total Return Performance 

$250

$200

$150

$100

$50

$0
12/31/17

BlackRock, Inc.

S&P 500 Index

S&P U.S. BMI Asset Management
& Custody Bank Index

12/31/18

12/31/19

12/31/20

12/31/21

12/31/22

12/31/17

12/31/18

12/31/19

12/31/20

12/31/21

12/31/22

Period Ending

BlackRock, Inc.

S&P 500 Index

$100.00

$100.00

S&P U.S. BMI Asset Management & Custody Bank Index

$100.00

$78.39

$95.62

$74.85

$103.34

$152.12

$196.87

$156.77

$125.72

$148.85

$191.58

$156.88

$ 94.16

$109.10

$161.06

$120.66

*

As of December 31, 2022, the S&P US BMI Asset Management & Custody Banks Index included: Affiliated Managers Group Inc.; Ameriprise Financial Inc.; Ares Management Corporation; Artisan
Partners Asset Management Inc.; AssetMark Financial Holdings, Inc.; Associated Capital Group Inc.; Avantax, Inc.; BlackRock Inc.; Blackstone, Inc.; Blue Owl Capital, Inc.; Bridge Investment Group
Holdings, Inc.; BrightSphere Investment Group Inc.; Carlyle Group, Inc.; Cohen & Steers Inc.; Diamond Hill Investment Group, Inc.; Federated Hermes Inc.; Focus Financial Partners, Inc.; Franklin
Resources Inc.; GQG Partners, Inc.; Galaxy Digital Holdings, Ltd.; Grosvenor Capital Management, L.P.; Hamilton Lane Inc.; Invesco Ltd.; Janus Henderson Group Plc.; KKR & Co, Inc.; Northern
Trust Corporation; P10, Inc.; SEI Investments Company; Sculptor Capital Management Inc.; Silvercrest Asset Management Group Inc.; State Street Corporation; StepStone Group, Inc.; T. Rowe
Price Group Inc.; TPG, Inc.; The Bank of New York Mellon Corporation; Victory Capital Holdings Inc.; Virtus Investment Partners Inc.; Westwood Holdings Group Inc.; WisdomTree Inc.

Corporate Information

BlackRock Offices Worldwide
BlackRock has offices in more 
than 30 countries and a major 
presence in key global markets, 
including North and South 
America, Europe, Asia, Australia 
and the Middle East and Africa. 

Corporate Headquarters
BlackRock, Inc.  
50 Hudson Yards 
New York, NY 10001  
(212)	810-5300	

AMERICAS
Atlanta
Boca Raton
Bogotá
Boston
Buenos Aires
Charlotte
Chicago
Dallas
Denver
Greenwich
Houston
Lima
Mexico City
Miami
Montreal
New York 
Newport Beach

Palo Alto
Philadelphia
Pittsburgh
Princeton
San Francisco 
Santa Monica
Santiago de los 
Caballeros
São Paulo
Seattle
Toronto
Washington D.C.
Wilmington

EMEA
Amsterdam
Athens
Belgrade

Brussels
Budapest
Cape Town
Copenhagen
Dubai
Dublin
Edinburgh
Frankfurt
Geneva
London
Luxembourg
Madrid
Milan
Munich
Paris
Riyadh
Stockholm
Tel Aviv

Vienna
Zürich

ASIA-PACIFIC
Bengaluru
Beijing
Brisbane
Gurgaon
Hong	Kong
Melbourne
Mumbai
Seoul
Shanghai
Singapore
Sydney
Taipei 
Tokyo

Stock Listing
BlackRock, Inc.’s common stock 
is traded on the New York Stock 
Exchange under the symbol 
BLK.	At	the	close	of	business	on	
January 31, 2023, there were 215 
common stockholders of record. 

Internet Information
Information on BlackRock’s 
financial results and its products 
and services is available on the 
Internet at www.blackrock.com. 

Financial Information
BlackRock makes available, free 
of charge, through its website at 
www.blackrock.com, under the 
heading “Investor Relations,” its 
Annual Report to Stockholders, 
Annual	Report	on	Form	10-K,	
Quarterly Reports on Form 
10-Q,	Current	Reports	on	
Form	8-K,	its	Proxy	Statement	
and all amendments to those 
reports as soon as reasonably 
practicable after such material 
is electronically filed with or 
furnished to the Securities 
and Exchange Commission. 
The Company has included as 

Exhibits 31.1 and 31.2 to its 
Annual	Report	on	Form	10-K	
for fiscal year ended December 
31, 2022, with the Securities 
and Exchange Commission, 
certificates of the Chief Executive 
Officer and Chief Financial 
Officer of the Company certifying 
as to the Company’s disclosure 
therein, and the Company has 
submitted to the New York Stock 
Exchange a certificate of the Chief 
Executive Officer of the Company 
certifying that he is not aware 
of any violation by the Company 
of New York Stock Exchange 
corporate governance listing 
standards. Deloitte & Touche 
LLP has provided its consent to 
the inclusion of its reports dated 
February 24, 2023, relating  
to the consolidated financial 
statements of BlackRock, 
Inc., and the effectiveness of 
BlackRock, Inc.’s internal controls 
over financial reporting, in the 
Company’s Annual Report on 
Form	10-K	for	the	fiscal	year	
ended	December 31,	2022,	 
which has been filed as Exhibit 
23.1 to such report. 

Inquiries
BlackRock will provide, free 
of charge to each stockholder 
upon written request, a copy of 
BlackRock’s Annual Report to 
Stockholders, Annual Report on 
Form	10-K,	Quarterly	Reports	on	
Form	10-Q,	Current	Reports	on	
Form	8-K,	Proxy	Statement	and	
all amendments to those reports. 
Requests for copies should be 
addressed to Investor Relations, 
BlackRock, Inc., 50 Hudson Yards, 
New York, NY 10001. Requests 
may also be directed to  
(212)	810-5300	or	via	email	to	
invrel@blackrock.com. Copies may 
also be accessed electronically by 
means of the SEC’s home page 
on the Internet at www.sec.gov. 
Stockholders and analysts should 
contact Investor Relations at  
(212)	810-5300	or	via	e-mail	at	
invrel@blackrock.com. 

Registrar and Transfer Agent
Computershare Investor Services 
480 Washington Boulevard 
Jersey	City,	NJ	07310-1900 
telephone	(800)	903-8567

©2023 BlackRock, Inc. All Rights Reserved. BlackRock, iShares, BlackRock Solutions, Aladdin and LifePath are registered trademarks of 
BlackRock, Inc. or its subsidiaries in the United States and elsewhere. 

.

i

m
o
c
n
o
s
d
d
a
w
w
w

.

i

n
o
s
d
d
A
y
b
n
g
s
e
D

i

 
 
 
 
2022 Annual Report