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
financial institutions, the global economy or capital markets, as well as
BlackRock's products, clients, vendors and employees, and BlackRock's results of
operations, the full extent of which may be unknown; (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, information
and cyber security 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 and regulatory, supervisory or enforcement
actions of government agencies 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)
terrorist activities, civil unrest, international hostilities and natural
disasters, which may adversely affect the general economy, domestic and local
financial and capital markets, specific industries or BlackRock; (18) the
ability to attract and retain highly talented professionals; (19) fluctuations
in the carrying value of BlackRock's economic investments; (20) 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; (21) BlackRock's
success in negotiating distribution arrangements and maintaining distribution
channels for its products; (22) the failure by a key vendor of BlackRock to
fulfill its obligations to the Company; (23) operational, technological and
regulatory risks associated with BlackRock's major technology partnerships; (24)
any disruption to the operations of third parties whose functions are integral
to BlackRock's exchange-traded funds ("ETF") platform; (25) 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 (26) the impact of problems at other financial institutions or
the failure or negative performance of products at other financial institutions.

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OVERVIEW

BlackRock, Inc. (together, with its subsidiaries, unless the context otherwise
indicates, "BlackRock" or the "Company") is a leading publicly traded investment
management firm with $9.01 trillion of AUM at March 31, 2021. With approximately
16,700 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 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, 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, Cachematrix and FutureAdvisor, as well as advisory
services and solutions to a broad base of institutional and wealth management
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.

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





COVID-19 Impact

The COVID-19 pandemic continues to result in governmental authorities taking
measures to contain the spread and impact of COVID-19, such as travel bans and
restrictions, quarantines, shelter in place orders, and limitations on business
activity in certain jurisdictions, including closures. These measures may
continue to, among other things, severely restrict global economic activity,
which can disrupt supply chains, lower asset valuations, significantly increase
unemployment and underemployment levels, decrease liquidity in markets for
certain securities and cause significant volatility and disruption in the
financial markets.

Towards the end of the first quarter of 2020 the pandemic began to impact
BlackRock's business. While global markets have significantly recovered since
then, the effects of the pandemic are ongoing, and such impact may continue in
future quarters if conditions persist or worsen. BlackRock is actively
monitoring COVID-19 developments and their potential impact on the Company's
employees, business and operations, particularly in jurisdictions where
BlackRock has significant employee populations and/or business activity.

The aggregate extent to which COVID-19, and the related impact on the global
economy, affect BlackRock's business, results of operations and financial
condition, will depend on future developments that are highly uncertain and
cannot be predicted, including the scope and duration of the pandemic and any
recovery period, the shifting epicenter, and emergence of new variants, of the
COVID-19 virus, the continuing prevalence of severe, unconstrained and/or
escalating rates of infection in certain countries and regions, the
availability, adoption and the efficacy of 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 effects on BlackRock's products, clients, vendors and
employees. See Part II, Item 1A - Risk Factors, of this filing for further
information on the possible future impact of the COVID-19 pandemic on
BlackRock's business, results of operations and financial condition.



                                       36

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United Kingdom Exit from European Union



On December 31, 2020, the United Kingdom ("UK") and the European Union ("EU")
reverted to being distinct regulatory, legal and customs territories. The UK and
the EU concluded a free trade agreement, known as the "EU-UK Trade and
Cooperation Agreement". The agreement does not include any substantive
provisions governing cross-border trade in financial services between the UK and
the EU. The UK and the EU have also concluded a memorandum of understanding
governing aspects of the relationship between the jurisdictions' regulators with
respect to financial services, but this has not yet been ratified or published.
As a result, since January 1, 2021, cross-border financial services trade
between the UK and the EU has been governed by their respective financial
services regulations and market access regimes. BlackRock has implemented a
number of steps to prepare for this outcome. These steps, which are and have
been time consuming and costly and may add complexity to BlackRock's future
European operations, include effecting organizational, governance and
operational changes, applying for and receiving additional licenses and
permissions in the EU, and engaging in client communications. In addition,
depending on how the future relationship between the UK and the EU develops,
BlackRock may experience further organizational and operational challenges and
incur additional costs in connection with its European operations, particularly
with regard to delegation and outsourcing, which may impede the Company's growth
or impact its financial performance.

Acquisition



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.



                                       37

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EXECUTIVE SUMMARY



                                                            Three Months Ended
                                                                 March 31,
(in millions, except shares and per share data)           2021              2020
GAAP basis:
Total revenue                                         $       4,398     $       3,710
Total expense                                                 2,853             3,026
Operating income                                      $       1,545     $         684
Operating margin                                               35.1 %            18.4 %
Nonoperating income (expense), less net income (loss)
   attributable to noncontrolling interests                     (28 )       

108


Income tax benefit (expense)                                   (318 )       

14


Net income attributable to BlackRock                  $       1,199     $   

806


Diluted earnings per common share                     $        7.77     $        5.15
Effective tax rate                                             20.9 %            (1.7 )%
As adjusted(1):
Operating income                                      $       1,545     $       1,273
Operating margin                                               44.4 %            41.7 %
Nonoperating income (expense), less net income (loss)
   attributable to noncontrolling interests           $         (28 )   $         (14 )
Net income attributable to BlackRock                  $       1,199     $   

1,032


Diluted earnings per common share                     $        7.77     $        6.60
Effective tax rate                                             20.9 %            18.0 %
Other:
AUM (end of period)                                   $   9,007,411     $   6,466,668

Diluted weighted-average common shares outstanding(2) 154,301,812 156,416,726 Shares outstanding (end of period)

                      152,635,930       

155,085,806


Book value per share(3)                               $      231.79     $   

212.87


Cash dividends declared and paid per share            $        4.13     $        3.63

(1) As adjusted items are described in more detail in Non-GAAP Financial

Measures.

(2) Nonvoting participating preferred shares are considered to be common stock

equivalents for purposes of determining basic and diluted earnings per share

calculations. As of March 31, 2021, there were no shares of preferred stock

outstanding.

(3) Total BlackRock stockholders' equity divided by total shares outstanding at

March 31 of the respective period-end.




                                       38

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THREE MONTHS ENDED MARCH 31, 2021 COMPARED WITH THREE MONTHS ENDED MARCH 31, 2020



GAAP.  Operating income of $1,545 million increased $861 million and operating
margin of 35.1% increased 1,670 bps from the first quarter of 2020. Increases in
operating income and operating margin reflected the impact of $589 million
related to the previously reported charitable contribution of BlackRock's
remaining 20% stake in PennyMac Financial Services, Inc. (the "Charitable
Contribution") in the first quarter of 2020. Operating income and operating
margin also reflected higher investment advisory and administration fees,
performance fees and technology services revenue, partially offset by higher
employee compensation and benefits expense and higher product launch costs in
2021, including the impact of $178 million associated with the March 2021 close
of the $4.9 billion BlackRock Innovation and Growth Trust.

Nonoperating income (expense) less net income (loss) attributable to
noncontrolling interests ("NCI") decreased $136 million from the first quarter
of 2020, reflecting the impact of a pre-tax gain of approximately $240 million
in connection with a recapitalization of iCapital Network, Inc. ("iCapital") and
$122 million pre-tax gain related to the Charitable Contribution in the first
quarter of 2020. Nonoperating income (expense) less net income (loss)
attributable to NCI also included higher mark-to-market gains on the Company's
co-investment portfolio, largely offset by the revaluation of certain minority
investments in the first quarter of 2021.

First quarter 2021 and 2020 income tax expense (benefit) reflected $39 million
and $64 million, respectively, of discrete tax benefits, including benefits
related to stock-based compensation awards that vest in the first quarter of
each year. Income tax benefit for the first quarter of 2020 included a discrete
tax benefit of $241 million recognized in connection with the Charitable
Contribution. See Income Tax Expense within Discussion of Financial Results for
more information.

Earnings per diluted common share increased $2.62, or 51%, from the first
quarter of 2020, reflecting the impact of the Charitable Contribution incurred
in the first quarter of 2020. The increase in earnings per diluted common share
also included higher revenue and a lower diluted share count, partially offset
by higher product launch costs, lower nonoperating income, and a higher
effective tax rate in the current quarter.

As Adjusted. Operating income of $1,545 million increased $272 million and
operating margin of 44.4% increased 270 bps from the first quarter of 2020.
Earnings per diluted common share increased $1.17, or 18%, from the first
quarter of 2020, primarily due to higher operating income and a lower diluted
share count, partially offset by lower nonoperating income and a higher
effective tax rate in the current quarter. The financial impact related to the
Charitable Contribution has been excluded from as adjusted results for the first
quarter of 2020.

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.


                                       39

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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. Management
reviews non-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 the comparability of this information 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.

Management uses both GAAP and non-GAAP financial measures in evaluating BlackRock's financial performance. 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.

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

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





                                                Three Months Ended
                                                     March 31,
(in millions)                                    2021          2020
Operating income, GAAP basis                  $    1,545      $   684
Non-GAAP expense adjustment:
Charitable Contribution                                -          589
Operating income, as adjusted                      1,545        1,273
Product launch costs and commissions                 185           87

Operating income used for operating margin


  measurement                                 $    1,730      $ 1,360
Revenue, GAAP basis                           $    4,398      $ 3,710
Non-GAAP adjustments:
Distribution fees                                   (340 )       (276 )
Investment advisory fees                            (165 )       (169 )

Revenue used for operating margin measurement $ 3,893 $ 3,265 Operating margin, GAAP basis

                        35.1 %       18.4 %
Operating margin, as adjusted                       44.4 %       41.7 %



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 and
to determine the long-term and annual compensation of the Company's senior-level
employees. Furthermore, this metric is used to evaluate the Company's relative
performance against industry peers, as it 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, included a non-GAAP expense adjustment

during the three months ended March 31, 2020. The Charitable Contribution


        expense of $589 million has been excluded from operating income, as
        adjusted, due to its nonrecurring nature.



• 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.




                                       40

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• 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 condensed 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-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.


(2) Nonoperating income (expense), less net income (loss) attributable to NCI,
as adjusted:



                                                         Three Months Ended
                                                              March 31,
(in millions)                                           2021            2020
Nonoperating income (expense), GAAP basis             $     46       $      (71 )
Less: Net income (loss) attributable to NCI                 74             (179 )
Nonoperating income (expense), net of NCI                  (28 )            

108


Less: Gain related to the Charitable Contribution            -              

122

Nonoperating income (expense), less net income (loss)


  attributable to NCI, as adjusted                    $    (28 )     $      (14 )




Management believes nonoperating income (expense), less net income (loss)
attributable to NCI, as adjusted, is an effective measure for reviewing
BlackRock's nonoperating contribution to its results and provides comparability
of this information among reporting periods. Management believes nonoperating
income (expense), less net income (loss) attributable to NCI, as adjusted,
provides a useful measure, for both management and investors, of BlackRock's
nonoperating results, which ultimately impact BlackRock's book value. During the
three months ended March 31, 2020, the noncash, nonoperating pre-tax gain of
$122 million related to the Charitable Contribution has been excluded from
nonoperating income (expense), less net income (loss) attributable to NCI, as
adjusted, due to its nonrecurring nature.



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





                                                          Three Months Ended
                                                               March 31,
(in millions, except per share data)                       2021          

2020


Net income attributable to BlackRock, Inc., GAAP basis  $    1,199      $   806
Non-GAAP adjustment:
Charitable Contribution, net of tax                              -          

226


Net income attributable to BlackRock, Inc., as adjusted $    1,199      $ 1,032
Diluted weighted-average common shares outstanding (4)       154.3        156.4
Diluted earnings per common share, GAAP basis (4)       $     7.77      $  5.15
Diluted earnings per common share, as adjusted (4)      $     7.77      $  6.60


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.

See aforementioned discussion regarding operating income, as adjusted, operating
margin, as adjusted, and nonoperating income (expense), less net income (loss)
attributable to NCI, as adjusted, for information on the Charitable
Contribution.

                                       41

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The three months ended March 31, 2020 included a discrete tax benefit of $241
million recognized in connection with the Charitable Contribution. The discrete
tax benefit has been excluded from as adjusted results due to the non-recurring
nature of the Charitable Contribution.

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

(4) Nonvoting participating preferred stock is considered to be a common stock equivalent for purposes of determining basic and diluted earnings per share calculations. At March 31, 2021, there were no shares of preferred stock outstanding.





                                       42

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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


                                                 AUM                                 Net inflows (outflows)
                                                                                Three Months        Twelve Months
                                                                                   Ended                Ended
                             March 31,       December 31,       March 31,        March 31,            March 31,
(in millions)                  2021              2020             2020              2021                2021
Retail                      $   934,177     $      845,917     $   608,824     $       36,511      $       107,593
ETFs                          2,813,524          2,669,007       1,852,190             68,490              239,545
Institutional:
Active                        1,524,430          1,524,462       1,230,092             16,533               50,020
Index                         3,009,150          2,948,683       2,178,499             11,106               11,491
Institutional subtotal        4,533,580          4,473,145       3,408,591             27,639               61,511
Long-term                     8,281,281          7,988,069       5,869,605            132,640              408,649
Cash management                 703,916            666,252         594,089             39,190              100,098
Advisory(1)                      22,214             22,359           2,974               (187 )             18,748
Total                       $ 9,007,411     $    8,676,680     $ 6,466,668     $      171,643      $       527,495

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


                                                 AUM                                 Net inflows (outflows)
                                                                                Three Months        Twelve Months
                                                                                   Ended                Ended
                             March 31,       December 31,       March 31,        March 31,            March 31,
(in millions)                  2021              2020             2020              2021                2021
Active                      $ 2,297,642     $    2,250,887     $ 1,758,548     $       58,954      $       155,638
Index and ETFs                5,983,639          5,737,182       4,111,057             73,686              253,011
Long-term                     8,281,281          7,988,069       5,869,605            132,640              408,649
Cash management                 703,916            666,252         594,089             39,190              100,098
Advisory(1)                      22,214             22,359           2,974               (187 )             18,748
Total                       $ 9,007,411     $    8,676,680     $ 6,466,668     $      171,643      $       527,495

AUM and Net Inflows (Outflows) by Product Type


                                                 AUM                                 Net inflows (outflows)
                                                                                Three Months        Twelve Months
                                                                                   Ended                Ended
                             March 31,       December 31,       March 31,        March 31,            March 31,
(in millions)                  2021              2020             2020              2021                2021
Equity                      $ 4,745,781     $    4,419,806     $ 2,959,662     $       49,861      $        95,693
Fixed income                  2,620,460          2,674,488       2,235,815             60,839              254,173
Multi-asset                     677,372            658,733         494,177             13,753               22,576
Alternatives:
Illiquid alternatives            92,207             85,770          75,101              6,225               14,541
Liquid alternatives              76,266             73,218          58,127              2,354                7,339
Currency and commodities(2)      69,195             76,054          46,723               (392 )             14,327
Alternatives subtotal           237,668            235,042         179,951              8,187               36,207
Long-term                     8,281,281          7,988,069       5,869,605            132,640              408,649
Cash management                 703,916            666,252         594,089             39,190              100,098
Advisory(1)                      22,214             22,359           2,974               (187 )             18,748
Total                       $ 9,007,411     $    8,676,680     $ 6,466,668     $      171,643      $       527,495

(1) Advisory AUM represents mandates linked to purchases and disposition of

assets and portfolios on behalf of official institutions and long-term

portfolio liquidation assignments. Approximately $4.1 billion of ETFs AUM

held in advisory accounts associated with the Federal Reserve Bank of New

York ("FRBNY") assignment as of March 31, 2021 (disclosed via FRBNY reporting

as of April 12, 2021) are included within ETFs AUM or Fixed Income AUM above.

These holdings are excluded from Advisory AUM.

(2) Amounts include commodity ETFs.






                                       43

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Component Changes in AUM for the Three Months Ended March 31, 2021

The following table presents the component changes in AUM by client type and product type for the three months ended March 31, 2021.





                                              Net
                        December 31,        inflows                              Market           FX           March 31,        Average
(in millions)               2020           (outflows)      Acquisition(1)        change        impact(2)         2021           AUM(3)
Retail:
Equity                 $      338,434     $     14,334     $        41,324     $   14,643     $    (1,020 )   $   407,715     $   373,077
Fixed income                  340,468           14,797                   -         (3,780 )        (1,845 )       349,640         345,893
Multi-asset                   132,624            3,995                   -          2,677            (181 )       139,115         135,402
Alternatives                   34,391            3,385                   -             39            (108 )        37,707          35,979
Retail subtotal               845,917           36,511              41,324         13,579          (3,154 )       934,177         890,351
ETFs:
Equity                      1,905,101           66,422                   -        111,882          (5,587 )     2,077,818       1,974,558
Fixed income                  690,033            1,605                   -        (20,971 )        (2,838 )       667,829         680,376
Multi-asset                     6,268              567                   -            109              14           6,958           6,539
Alternatives                   67,605             (104 )                 -         (6,530 )           (52 )        60,919          66,169
ETFs subtotal               2,669,007           68,490                   -         84,490          (8,463 )     2,813,524       2,727,642
Institutional:
Active:
Equity                        169,522              467                   -          7,088            (996 )       176,081         171,927
Fixed income                  716,269            2,264                   -        (22,394 )        (3,665 )       692,474         704,175
Multi-asset                   511,242            8,483                   -          6,646          (4,151 )       522,220         514,123
Alternatives                  127,429            5,319                   -          1,416            (509 )       133,655         129,964
Active subtotal             1,524,462           16,533                   -         (7,244 )        (9,321 )     1,524,430       1,520,189
Index:
Equity                      2,006,749          (31,362 )                 -        120,531         (11,751 )     2,084,167       2,026,675
Fixed income                  927,718           42,173                   -        (46,816 )       (12,558 )       910,517         916,050
Multi-asset                     8,599              708                   -             (1 )          (227 )         9,079           8,603
Alternatives                    5,617             (413 )                 -            234             (51 )         5,387           5,510
Index subtotal              2,948,683           11,106                   - 

73,948 (24,587 ) 3,009,150 2,956,838 Institutional subtotal 4,473,145

           27,639                   -         66,704         (33,908 )     4,533,580       4,477,027
Long-term                   7,988,069          132,640              41,324        164,773         (45,525 )     8,281,281       8,095,020
Cash management               666,252           39,190                   -           (127 )        (1,399 )       703,916         664,958
Advisory(4)                    22,359             (187 )                 -             35               7          22,214          22,373
Total                  $    8,676,680     $    171,643     $        41,324     $  164,681     $   (46,917 )   $ 9,007,411     $ 8,782,351

(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 four months.

(4) Advisory AUM represents mandates linked to purchases and disposition of

assets and portfolios on behalf of official institutions and long-term

portfolio liquidation assignments. Approximately $4.1 billion of ETFs AUM

held in advisory accounts associated with the FRBNY assignment as of March

31, 2021 (disclosed via FRBNY reporting as of April 12, 2021) are included

within Fixed Income ETFs AUM above. These holdings are excluded from Advisory


    AUM.


                                       44

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The following table presents the component changes in AUM by investment style and product type for the three months ended March 31, 2021.





                                              Net
                        December 31,        inflows                             Market           FX          March 31,        Average
(in millions)               2020           (outflows)      Acquisition(1)       change       impact(2)         2021           AUM(3)
Active:
Equity                 $      410,189     $     21,020     $             -     $  14,593     $   (2,022 )   $   443,780     $   425,842
Fixed income                1,035,015           16,752                   -       (25,059 )       (5,540 )     1,021,168       1,028,651
Multi-asset                   643,864           12,478                   -         9,323         (4,332 )       661,333         649,520
Alternatives                  161,819            8,704                   -         1,455           (617 )       171,361         165,943
Active subtotal             2,250,887           58,954                   -           312        (12,511 )     2,297,642       2,269,956
Index and ETFs:
ETFs:
Equity                      1,905,101           66,422                   -       111,882         (5,587 )     2,077,818       1,974,558
Fixed income                  690,033            1,605                   -       (20,971 )       (2,838 )       667,829         680,376
Multi-asset                     6,268              567                   -           109             14           6,958           6,539
Alternatives                   67,605             (104 )                 -        (6,530 )          (52 )        60,919          66,169
ETFs subtotal               2,669,007           68,490                   -        84,490         (8,463 )     2,813,524       2,727,642
Non-ETF Index:
Equity                      2,104,516          (37,581 )            41,324       127,669        (11,745 )     2,224,183       2,145,837
Fixed income                  949,440           42,482                   -       (47,931 )      (12,528 )       931,463         937,467
Multi-asset                     8,601              708                   -            (1 )         (227 )         9,081           8,608
Alternatives                    5,618             (413 )                 -           234            (51 )         5,388           5,510
Non-ETF Index subtotal      3,068,175            5,196              41,324  

79,971 (24,551 ) 3,170,115 3,097,422 Index & ETFs subtotal 5,737,182

           73,686              41,324       164,461        (33,014 )     5,983,639       5,825,064
Long-term                   7,988,069          132,640              41,324       164,773        (45,525 )     8,281,281       8,095,020
Cash management               666,252           39,190                   -          (127 )       (1,399 )       703,916         664,958
Advisory(4)                    22,359             (187 )                 -            35              7          22,214          22,373
Total                  $    8,676,680     $    171,643     $        41,324     $ 164,681     $  (46,917 )   $ 9,007,411     $ 8,782,351

The following table presents the component changes in AUM by product type for the three months ended March 31, 2021.





                                                   Net
                             December 31,        inflows                              Market           FX          March 31,        Average
(in millions)                    2020           (outflows)      Acquisition(1)        change       impact(2)         2021           AUM(3)
Equity                      $    4,419,806     $     49,861     $        41,324     $  254,144     $  (19,354 )   $ 4,745,781     $ 4,546,237
Fixed income                     2,674,488           60,839                   -        (93,961 )      (20,906 )     2,620,460       2,646,494
Multi-asset                        658,733           13,753                   -          9,431         (4,545 )       677,372         664,667
Alternatives:
Illiquid alternatives               85,770            6,225                   -            601           (389 )        92,207          88,042
Liquid alternatives                 73,218            2,354                   -            791            (97 )        76,266          74,975
Currency and commodities(5)         76,054             (392 )                 -         (6,233 )         (234 )        69,195          74,605
Alternatives subtotal              235,042            8,187                   -         (4,841 )         (720 )       237,668         237,622
Long-term                        7,988,069          132,640              41,324        164,773        (45,525 )     8,281,281       8,095,020
Cash management                    666,252           39,190                

  -           (127 )       (1,399 )       703,916         664,958
Advisory(4)                         22,359             (187 )                 -             35              7          22,214          22,373
Total                       $    8,676,680     $    171,643     $        41,324     $  164,681     $  (46,917 )   $ 9,007,411     $ 8,782,351

(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 four months.

(4) Advisory AUM represents mandates linked to purchases and disposition of

assets and portfolios on behalf of official institutions and long-term

portfolio liquidation assignments. Approximately $4.1 billion of ETFs AUM

held in advisory accounts associated with the FRBNY assignment as of March

31, 2021 (disclosed via FRBNY reporting as of April 12, 2021) are included

within Fixed Income ETFs AUM or Fixed Income AUM above. These holdings are

excluded from Advisory AUM.

(5) Amounts include commodity ETFs.


                                       45

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AUM increased $330.7 billion to $9.01 trillion at March 31, 2021, driven by positive net inflows, net market appreciation and AUM acquired in the Aperio Transaction, partially offset by the negative impact of foreign exchange movements.



Long-term net inflows of $132.6 billion included $68.5 billion, $36.5 billion
and $27.6 billion of net inflows into ETFs, retail and institutional products,
respectively. Net flows in long-term products are described below.

• ETFs net inflows of $68.5 billion reflected continued growth in core

equity and sustainable ETFs and inflows into precision exposures. Net

inflows were positive across all asset classes, led by equity net inflows

of $66.4 billion. By region, ETFs inflows were diversified with $44.6

billion of net inflows in US-listed ETFs and $19 billion of net inflows in


        European-listed ETFs.


     •  Retail net inflows of $36.5 billion were positive in both the US and
        internationally, and across all major asset classes. Flows were led by

fixed income and equity net inflows of $14.8 billion and $14.3 billion,

respectively.

• Institutional active net inflows of $16.5 billion reflected continued

growth in LifePath® target-date funds and alternatives.

• Institutional index net inflows of $11.1 billion were primarily led by

fixed income net inflows of $42.2 billion, partially offset by equity net

outflows of $31.4 billion.

Cash management AUM increased to $703.9 billion, driven by net inflows of $39.2 billion.

Net market appreciation of $164.7 billion was primarily driven by global equity market appreciation, partially offset by fixed income market declines.

AUM decreased $46.9 billion due to the negative impact of foreign exchange movements, primarily due to the strengthening of the US dollar, largely against the Euro and the Japanese yen.


                                       46

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Component Changes in AUM for the Twelve Months Ended March 31, 2021

The following table presents the component changes in AUM by client type and product type for the twelve months ended March 31, 2021.





                                           Net
                        March 31,        inflows                              Market            FX           March 31,        Average
(in millions)             2020          (outflows)      Acquisition(1)        change         impact(2)         2021           AUM(3)
Retail:
Equity                 $   204,742     $     44,571     $        41,324     $   110,169     $     6,909     $   407,715     $   296,733
Fixed income               278,057           45,994                   -          20,643           4,946         349,640         318,547
Multi-asset                101,032            7,073                   -          30,113             897         139,115         121,220
Alternatives                24,993            9,955                   -           2,331             428          37,707          31,213
Retail subtotal            608,824          107,593              41,324         163,256          13,180         934,177         767,713
ETFs:
Equity                   1,253,690          132,281                   -         679,068          12,779       2,077,818       1,658,862
Fixed income               554,009           92,136                   -          13,449           8,235         667,829         649,739
Multi-asset                  4,499            1,189                   -           1,190              80           6,958           5,622
Alternatives                39,992           13,939                   -           6,831             157          60,919          60,194
ETFs subtotal            1,852,190          239,545                   -         700,538          21,251       2,813,524       2,374,417
Institutional:
Active:
Equity                     112,440            1,334                   -          58,411           3,896         176,081         149,489
Fixed income               625,345           22,770                   -          33,391          10,968         692,474         682,312
Multi-asset                381,416           13,928                   -         112,304          14,572         522,220         462,609
Alternatives               110,891           11,988                   -           7,556           3,220         133,655         120,861
Active subtotal          1,230,092           50,020                   -         211,662          32,656       1,524,430       1,415,271
Index:
Equity                   1,388,790          (82,493 )                 -         741,420          36,450       2,084,167       1,793,919
Fixed income               778,404           93,273                   -          (2,241 )        41,081         910,517         860,592
Multi-asset                  7,230              386                   -           1,479             (16 )         9,079           8,192
Alternatives                 4,075              325                   -             879             108           5,387           4,867
Index subtotal           2,178,499           11,491                   -    

741,537 77,623 3,009,150 2,667,570 Institutional subtotal 3,408,591

           61,511                   -         953,199         110,279       4,533,580       4,082,841
Long-term                5,869,605          408,649              41,324       1,816,993         144,710       8,281,281       7,224,971
Cash management            594,089          100,098                   -              70           9,659         703,916         646,190
Advisory(4)                  2,974           18,748                   -             431              61          22,214          17,984
Total                  $ 6,466,668     $    527,495     $        41,324     $ 1,817,494     $   154,430     $ 9,007,411     $ 7,889,145

(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 mandates linked to purchases and disposition of

assets and portfolios on behalf of official institutions and long-term

portfolio liquidation assignments. Approximately $4.1 billion of ETFs AUM

held in advisory accounts associated with the FRBNY assignment as of March

31, 2021 (disclosed via FRBNY reporting as of April 12, 2021) are included

within Fixed Income ETFs AUM above. These holdings are excluded from Advisory


    AUM.


                                       47

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The following table presents the component changes in AUM by investment style and product type for the twelve months ended March 31, 2021.





                                           Net
                        March 31,        inflows                              Market            FX           March 31,        Average
(in millions)             2020          (outflows)      Acquisition(1)        change         impact(2)         2021           AUM(3)
Active:
Equity                 $   252,758     $     47,354     $             -     $   136,792     $     6,876     $   443,780     $   355,594
Fixed income               887,458           65,347                   -          53,929          14,434       1,021,168         981,422
Multi-asset                482,450           20,995                   -         142,419          15,469         661,333         583,827
Alternatives               135,882           21,942                   -           9,889           3,648         171,361         152,073
Active subtotal          1,758,548          155,638                   -         343,029          40,427       2,297,642       2,072,916
Index and ETFs:
ETFs:
Equity                   1,253,690          132,281                   -         679,068          12,779       2,077,818       1,658,862
Fixed income               554,009           92,136                   -          13,449           8,235         667,829         649,739
Multi-asset                  4,499            1,189                   -           1,190              80           6,958           5,622
Alternatives                39,992           13,939                   -           6,831             157          60,919          60,194
ETFs subtotal            1,852,190          239,545                   -         700,538          21,251       2,813,524       2,374,417
Non-ETF Index:
Equity                   1,453,214          (83,942 )            41,324         773,208          40,379       2,224,183       1,884,547
Fixed income               794,348           96,690                   -          (2,136 )        42,561         931,463         880,029
Multi-asset                  7,228              392                   -           1,477             (16 )         9,081           8,194
Alternatives                 4,077              326                   -             877             108           5,388           4,868
Non-ETF Index subtotal   2,258,867           13,466              41,324     

773,426 83,032 3,170,115 2,777,638 Index & ETFs subtotal 4,111,057 253,011

              41,324       1,473,964         104,283       5,983,639       5,152,055
Long-term                5,869,605          408,649              41,324       1,816,993         144,710       8,281,281       7,224,971
Cash management            594,089          100,098                   -              70           9,659         703,916         646,190
Advisory(4)                  2,974           18,748                   -             431              61          22,214          17,984
Total                  $ 6,466,668     $    527,495     $        41,324     $ 1,817,494     $   154,430     $ 9,007,411     $ 7,889,145

The following table presents the component changes in AUM by product type for the twelve months ended March 31, 2021.





                                                Net
                             March 31,        inflows                              Market            FX          March 31,        Average
(in millions)                  2020          (outflows)      Acquisition(1)        change        impact(2)         2021           AUM(3)
Equity                      $ 2,959,662     $     95,693     $        41,324     $ 1,589,068     $   60,034     $ 4,745,781     $ 3,899,003
Fixed income                  2,235,815          254,173                   -          65,242         65,230       2,620,460       2,511,190
Multi-asset                     494,177           22,576                   -         145,086         15,533         677,372         597,643
Alternatives:
Illiquid alternatives            75,101           14,541                   -             852          1,713          92,207          81,264
Liquid alternatives              58,127            7,339                   -           8,830          1,970          76,266          68,042
Currency and commodities(5)      46,723           14,327                   -           7,915            230          69,195          67,829
Alternatives subtotal           179,951           36,207                   -          17,597          3,913         237,668         217,135
Long-term                     5,869,605          408,649              41,324       1,816,993        144,710       8,281,281       7,224,971
Cash management                 594,089          100,098                   -              70          9,659         703,916         646,190
Advisory(4)                       2,974           18,748                   -             431             61          22,214          17,984
Total                       $ 6,466,668     $    527,495     $        41,324     $ 1,817,494     $  154,430     $ 9,007,411     $ 7,889,145

(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 mandates linked to purchases and disposition of

assets and portfolios on behalf of official institutions and long-term

portfolio liquidation assignments. Approximately $4.1 billion of ETFs AUM

held in advisory accounts associated with the FRBNY assignment as of March

31, 2021 (disclosed via FRBNY reporting as of April 12, 2021) are included

within Fixed Income ETFs AUM or Fixed Income AUM above. These holdings are

excluded from Advisory AUM.

(5) Amounts include commodity ETFs.


                                       48

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AUM increased $2.54 trillion to $9.01 trillion at March 31, 2021, driven by net market appreciation, positive net inflows, the positive impact of foreign exchange movements and AUM acquired in the Aperio Transaction.



Long-term net inflows of $408.6 billion were comprised of net inflows of $239.5
billion, $107.6 billion and $61.5 billion from ETFs, retail and institutional
clients, respectively. Net flows in long-term products are described below.

• ETFs net inflows of $239.5 billion reflected positive flows across core

equity, strategic and precision ETFs, and across asset classes. Equity net

inflows of $132.3 billion were driven by both US and international equity

market exposures. Fixed income net inflows of $92.1 billion were led by

flows into investment grade corporate bonds, high yield, treasuries and

core bond ETFs. By region, ETFs inflows were diversified with $149.4

billion of net inflows in US-listed ETFs and $78.5 billion of net inflows

in European-listed ETFs.

• Retail net inflows of $107.6 billion primarily reflected net inflows of

$49 billion and $58.6 billion in the US and internationally, respectively.


        Retail net inflows reflected strength in thematic and global equity funds,
        global and US core fixed income funds, and alternative funds.

• Institutional active net inflows of $50 billion primarily reflected


        continued growth in LifePath target-date funds, active fixed income
        strategies and illiquid alternatives.

• Institutional index net inflows of $11.5 billion were primarily driven by

fixed income net inflows of $93.3 billion, partially offset by $82.5

billion of net outflows from equity, as clients re-balanced portfolios

after significant equity market gains or sought to immunize portfolios

though Liability Driven Investment strategies.

Cash management AUM increased to $703.9 billion, driven by net inflows of $100.1 billion.

Net market appreciation of $1.82 trillion was driven primarily by global equity market appreciation.

AUM increased $154.4 billion due to the positive impact of foreign exchange movements, primarily resulting from the weakening of the US dollar, largely against the British pound, the Euro and the Canadian dollar.


                                       49

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DISCUSSION OF FINANCIAL RESULTS



The Company's results of operations for the three months ended March 31, 2021
and 2020 are discussed below. For a further description of the Company's revenue
and expense, see the Company's Annual Report on Form 10-K for the year ended
December 31, 2020 ("2020 Form 10-K").

Revenue



The table below presents detail of revenue for the three months ended March 31,
2021 and 2020 and includes the product type mix of investment advisory and
administration fees (collectively "base fees"), and securities lending revenue
and performance fees.



                                                     Three Months Ended
                                                          March 31,
(in millions)                                         2021          2020

Investment advisory, administration fees and


  securities lending revenue:
Equity:
Active                                             $      576      $   398
ETFs                                                    1,068          879
Non-ETF Index                                             176          163
Equity subtotal                                         1,820        1,440
Fixed income:
Active                                                    525          481
ETFs                                                      295          259
Non-ETF Index                                             113          112
Fixed income subtotal                                     933          852
Multi-asset                                               328          293
Alternatives:
Illiquid alternatives                                     168          148
Liquid alternatives                                       147          112
Currency and commodities(1)                                53           32
Alternatives subtotal                                     368          292
Long-term                                               3,449        2,877
Cash management                                           143          178

Total investment advisory, administration fees and 3,592 3,055


  securities lending revenue
Investment advisory performance fees:
Equity                                                     26            2
Fixed income                                               14            2
Multi-asset                                                 8            1
Alternatives:
Illiquid alternatives                                       7           17
Liquid alternatives                                        74           19
Alternatives subtotal                                      81           36
Total performance fees                                    129           41
Technology services revenue                               306          274
Distribution fees:
Retrocessions                                             238          169
12b-1 fees (US mutual fund distribution fees)              85           91
Other                                                      17           16
Total distribution fees                                   340          276
Advisory and other revenue:
Advisory                                                   15           17
Other                                                      16           47
Total advisory and other revenue                           31           64
Total revenue                                      $    4,398      $ 3,710

(1) Amounts include commodity ETFs.


                                       50

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





                                                         Three Months Ended March 31,
                                    Percentage of Base Fees and                    Percentage of Average AUM
                                    Securities Lending Revenue                        by Product Type(1)
                                  2021                      2020                  2021                   2020
Equity:
Active                                    16 %                      12 %                  5 %                    4 %
ETFs                                      30 %                      29 %                 23 %                   21 %
Non-ETF Index                              5 %                       5 %                 24 %                   24 %
Equity subtotal                           51 %                      46 %                 52 %                   49 %
Fixed income:
Active                                    15 %                      16 %                 10 %                   12 %
ETFs                                       8 %                       8 %                  8 %                    8 %
Non-ETF Index                              3 %                       4 %                 11 %                   12 %
Fixed income subtotal                     26 %                      28 %                 29 %                   32 %
Multi-asset                                9 %                      10 %                  8 %                    8 %
Alternatives:
Illiquid alternatives                      5 %                       5 %                  1 %                    1 %
Liquid alternatives                        4 %                       4 %                  1 %                    1 %
Currency and commodities(2)                1 %                       1 %                  1 %                    1 %
Alternatives subtotal                     10 %                      10 %                  3 %                    3 %
Long-term                                 96 %                      94 %                 92 %                   92 %
Cash management                            4 %                       6 %                  8 %                    8 %
Total excluding Advisory AUM             100 %                     100 %                100 %                  100 %



(1) Average AUM is calculated as the average of the month-end spot AUM amounts

for the trailing four months.

(2) Amounts include commodity ETFs.

Three Months Ended March 31, 2021 Compared with Three Months Ended March 31, 2020



Revenue increased $688 million, or 19%, from the three months ended March 31,
2020, reflecting higher base and performance fees and 12% growth in technology
services revenue.

Investment advisory, administration fees and securities lending revenue of
$3,592 million increased $537 million from $3,055 million for the three months
ended March 31, 2020, primarily driven by the positive impact of market beta and
foreign exchange movements on average AUM and organic growth, partially offset
by the impact of yield-related fee waivers on certain money market funds and
strategic pricing changes to certain products, lower securities lending revenue,
and the effect of one less day in the quarter. Securities lending revenue of
$127 million decreased from $158 million for the three months ended March 31,
2020, primarily reflecting lower spreads, partially offset by higher average
balances of securities on loan.

Investment advisory performance fees of $129 million increased $88 million from $41 million for the three months ended March 31, 2020, primarily reflecting higher revenue from liquid alternative and long-only products.

Technology services revenue of $306 million increased $32 million from $274 million for the three months ended March 31, 2020, primarily reflecting higher revenue from Aladdin.



Advisory and other revenue of $31 million decreased $33 million from $64 million
for the three months ended March 31, 2020, primarily reflecting the impact of
the Charitable Contribution and lower transition management assignments.









                                       51

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Expense

                                                   Three Months Ended
                                                        March 31,
(in millions)                                       2021          2020
Expense:
Employee compensation and benefits               $    1,409      $ 1,137
Distribution and servicing costs:
Retrocessions                                           238          169
12b-1 costs                                              83           89
Other                                                   184          187
Total distribution and servicing costs                  505          445
Direct fund expense                                     320          277
General and administration expense:
Marketing and promotional                                35           69
Occupancy and office related                             79           78
Portfolio services                                       87           65
Technology                                              104           88
Professional services                                    39           44
Communications                                           11           12
Foreign exchange remeasurement                            4            5
 Contingent consideration fair value adjustments          3           25
 Product launch costs                                   178           84
 Charitable Contribution                                  -          589
 Other general and administration                        45           83
Total general and administration expense                585        1,142
Amortization of intangible assets                        34           25
Total expense                                    $    2,853      $ 3,026

Three Months Ended March 31, 2021 Compared with Three Months Ended March 31, 2020



Expense decreased $173 million from the three months ended March 31, 2020,
largely driven by lower general and administration expense, reflecting the
impact of the Charitable Contribution in the first quarter of 2020. Expense also
reflected higher product launch costs, higher employee compensation and benefits
expense and higher volume-related expense in the first quarter of 2021.

Employee compensation and benefits expense increased $272 million from the three
months ended March 31, 2020, primarily reflecting higher incentive compensation,
driven by higher operating income and higher performance fees, and the higher
mark-to-market impact of certain deferred compensation programs.

Direct fund expense increased $43 million from the three months ended March 31, 2020, primarily reflecting higher average AUM.



General and administration expense decreased $557 million from the three months
ended March 31, 2020, largely driven by the Charitable Contribution in the year
ago quarter. General and administration expense also reflected higher product
launch costs, and higher portfolio services and technology expense, offset by
lower marketing and promotional expense and contingent consideration fair value
adjustments, and the impact of costs related to certain legal matters incurred
during the three months ended March 31, 2020.

Amortization of intangible assets expense increased $9 million from the three
months ended March 31, 2020, primarily reflecting amortization of intangible
assets related to the Aperio Transaction.

                                       52

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Nonoperating Results



The summary of nonoperating income (expense), less net income (loss)
attributable to NCI for the three months ended March 31, 2021 and 2020 was as
follows:



                                                Three Months Ended
                                                     March 31,
(in millions)                                  2021            2020

Nonoperating income (expense), GAAP basis(1) $ 46 $ (71 ) Less: Net income (loss) attributable to NCI 74

             (179 )

Nonoperating income (expense), net of NCI(2) $ (28 ) $ 108






                                               Three Months Ended
                                                    March 31,
(in millions)                                 2021            2020
Net gain (loss) on investments(1)(2)
Private equity                              $     22       $      (18 )
Real assets                                        3                5
Other alternatives(3)                             13              (25 )
Other investments(4)                              (3 )           (150 )
Subtotal                                          35             (188 )
Gain related to the Charitable Contribution        -              122
Other gains (losses)(5)                          (27 )            205
Total net gain (loss) on investments(1)(2)         8              139
Interest and dividend income                      19               15
Interest expense                                 (55 )            (46 )
Net interest expense                             (36 )            (31 )
Nonoperating income (expense)(1)            $    (28 )     $      108

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

(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-GAAP Financial Measures for further information on non-GAAP financial

measures for the three months ended March 31, 2021 and 2020.

(3) Amounts primarily include net gains (losses) related to 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) Amount for the three months ended March 31, 2020 includes a nonoperating

pre-tax gain of approximately $240 million in connection with a

recapitalization of iCapital. Additional amounts primarily include noncash


    pre-tax gains (losses) related to the revaluation of certain other corporate
    minority investments.





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Income Tax Expense (Benefit)



                                             GAAP                            As Adjusted(1)
                                    Three Months Ended                     Three Months Ended
                                        March 31,                               March 31,
(in millions)                    2021                2020                2021               2020
Operating income(1)         $        1,545       $         684      $        1,545      $       1,273
Total nonoperating income
(expense)(1)(2)             $          (28 )     $         108      $          (28 )    $         (14 )
Income before income taxes  $        1,517       $         792      $        1,517      $       1,259
Income tax expense
(benefit)                   $          318       $         (14 )    $          318      $         227
Effective tax rate                    20.9 %              (1.7 )%             20.9 %             18.0 %



(1) As adjusted items are described in more detail in Non-GAAP Financial

Measures.

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




The three months ended March 31, 2021 and 2020 income tax expense (benefit)
reflected $39 million and $64 million, respectively, of discrete tax benefits,
including benefits related to stock-based compensation awards that vest in the
first quarter of each year.

The three months ended March 31, 2020 income tax benefit also included a discrete tax benefit of $241 million recognized in connection with the Charitable Contribution.





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STATEMENT OF FINANCIAL CONDITION OVERVIEW

As Adjusted Statement of Financial Condition



The following table presents a reconciliation of the condensed consolidated
statement of financial condition presented on a GAAP basis to the condensed
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 consolidated sponsored investment products.

The Company presents the as adjusted statement of financial condition as
additional information to enable investors to exclude certain assets that have
equal and offsetting liabilities or noncontrolling interests 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
United Kingdom, 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 condensed 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 condensed consolidated statements of
financial condition the separate account collateral received under BlackRock
Life Limited securities lending arrangements 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, "consolidated sponsored investment products"). See Note 2,
Significant Accounting Policies, in the notes to the consolidated financial
statements contained in the 2020 Form 10-K for more information on the Company's
consolidation policy.

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



                                                                March 31, 2021
                                                         Separate         Consolidated
                                                          Account           Sponsored
                                          GAAP            Assets/          Investment           As
(in millions)                             Basis        Collateral(1)       Products(2)       Adjusted
Assets
Cash and cash equivalents               $   6,267     $             -     $         242     $    6,025
Accounts receivable                         3,825                   -                 -          3,825
Investments                                 7,145                   -             2,548          4,597
Separate account assets and
collateral held
  under securities lending agreements     118,126             118,126                 -              -
Other assets(3)                             4,632                   -                88          4,544
Subtotal                                  139,995             118,126             2,878         18,991
Goodwill and intangible assets, net        33,864                   -                 -         33,864
Total assets                            $ 173,859     $       118,126     $       2,878     $   52,855
Liabilities
Accrued compensation and benefits       $   1,077     $             -     $           -     $    1,077
Accounts payable and accrued
liabilities                                 1,196                   -                 -          1,196
Borrowings                                  7,232                   -                 -          7,232
Separate account liabilities and
collateral
  liabilities under securities
lending agreements                        118,126             118,126                 -              -
Deferred income tax liabilities(4)          3,794                   -                 -          3,794
Other liabilities                           4,594                   -               418          4,176
Total liabilities                         136,019             118,126               418         17,475
Equity
Total BlackRock, Inc. stockholders'
equity                                     35,380                   -                 -         35,380
Noncontrolling interests                    2,460                   -             2,460              -
Total equity                               37,840                   -             2,460         35,380
Total liabilities and equity            $ 173,859     $       118,126     $       2,878     $   52,855

(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 portion of assets and liabilities of consolidated

sponsored investment products attributable to NCI.

(3) Amounts include property and equipment and other assets.

(4) Amounts include approximately $4.3 billion of deferred income tax liabilities

related to goodwill and intangibles.




The following discussion summarizes the significant changes in assets and
liabilities on a GAAP basis. Please see the condensed consolidated statements of
financial condition as of March 31, 2021 and December 31, 2020 contained in Part
I, Item 1 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 March 31, 2021 and December 31, 2020
included $242 million and $206 million, respectively, of cash held by
consolidated sponsored investment products (see Liquidity and Capital Resources
for details on the change in cash and cash equivalents during the three months
ended March 31, 2021).

Accounts receivable at March 31, 2021 increased $290 million from December 31,
2020, primarily due to higher base and performance fee receivables. Investments,
including the impact of consolidated sponsored investment products, increased
$226 million from December 31, 2020 (for more information see Investments
herein). Goodwill and intangible assets increased $1,050 million from
December 31, 2020, primarily due to the Aperio Transaction, partially offset by
amortization of intangible assets. Other assets (including operating lease
right-of-use assets and property and equipment) increased $752 million from
December 31, 2020, primarily due to an increase in unit trust receivables
(substantially offset by an increase in unit trust payables recorded within
other liabilities).

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Liabilities.  Accrued compensation and benefits at March 31, 2021 decreased
$1,422 million from December 31, 2020, primarily due to 2020 incentive
compensation cash payments in the first quarter of 2021, partially offset by
2021 incentive compensation accruals. Accounts payable and accrued liabilities
at March 31, 2021 increased $168 million from December 31, 2020, including the
impact of fund launch costs in the current quarter. Other liabilities increased
$902 million from December 31, 2020, primarily due to higher unit trust payables
(substantially offset by an increase in unit trust receivables recorded within
other assets) and higher other liabilities of consolidated sponsored investment
products. Net deferred income tax liabilities at March 31, 2021 increased $121
million from December 31, 2020, primarily due to the Aperio Transaction and the
effects of temporary differences associated with stock-based compensation.

Investments



The Company's investments were $7,145 million and $6,919 million at March 31,
2021 and December 31, 2020, respectively. Investments include consolidated
investments held by sponsored investment products accounted for as VREs and
VIEs. 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 deferred
compensation investments and hedged investments, to reflect another helpful
measure for investors. The economic impact of investments held pursuant to
deferred compensation arrangements is offset by a change in compensation
expense. The impact of certain investments is substantially mitigated by swap
hedges. 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.



                                                     March 31,           December 31,
(in millions)                                           2021                 2020
Investments, GAAP                                 $          7,145     $          6,919
Investments held by consolidated sponsored
investment products                                         (5,100 )             (4,976 )
Net interest in consolidated sponsored
investment products(1)                                       2,552                2,490
Investments, as adjusted                                     4,597                4,433
Federal Reserve Bank stock                                     (95 )                (94 )
Deferred compensation investments                                -                   (6 )
Hedged investments                                            (778 )               (833 )
Carried interest                                              (805 )               (627 )
Total "economic" investment exposure(2)           $          2,919     $          2,873



(1) Amounts include carried interest (VIEs) of $778 million and $604 million at

March 31, 2021 and December 31, 2020, respectively, which has no impact on

the Company's "economic" investment exposure.

(2) Amounts exclude corporate minority investments included in other assets on


    the condensed consolidated statements of financial condition.




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The following table represents the carrying value of the Company's economic
investment exposure, by asset type, at March 31, 2021 and December 31, 2020:



                                        March 31,      December 31,
(in millions)                             2021             2020
Equity(1)                              $       943     $         835
Fixed income(2)                                838               958
Multi-asset(3)                                 138               127
Alternatives:
Private equity                                 462               418
Real assets                                    241               251
Other alternatives(4)                          297               284
Alternatives subtotal                        1,000               953

Total "economic" investment exposure $ 2,919 $ 2,873

(1) Equity includes unhedged seed investments in equity mutual funds/strategies

and equity securities.

(2) Fixed income includes unhedged seed investments in fixed income mutual

funds/strategies, bank loans and UK government securities, primarily held for

regulatory purposes.

(3) Multi-asset includes unhedged seed investments in multi-asset mutual

funds/strategies.

(4) Other alternatives include direct hedge fund strategies and hedge fund

solutions.




As adjusted investment activity for the three months ended March 31, 2021 was as
follows:



                                                             Three Months Ended
(in millions)                                                  March 31, 2021
Investments, as adjusted, beginning balance               $                 

4,433


Purchases/capital contributions                                                301
Sales/maturities                                                              (310 )
Distributions(1)                                                           

(42 ) Market appreciation(depreciation)/earnings from equity method investments

73


Carried interest capital allocations/(distributions)                        

178


Other(2)                                                                       (36 )
Investments, as adjusted, ending balance                  $                  4,597



(1) Amount includes distributions representing return of capital and return on investments.



(2)  Amount includes the impact of foreign exchange movements.





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LIQUIDITY AND CAPITAL RESOURCES

BlackRock Cash Flows Excluding the Impact of Consolidated Sponsored Investment Products



The condensed consolidated statements of cash flows include the cash flows of
the consolidated sponsored investment products. The Company uses an adjusted
cash flow statement, which excludes the impact of consolidated sponsored
investment products, as a supplemental non-GAAP measure to assess liquidity and
capital requirements. The Company believes that its cash flows, excluding the
impact of the consolidated sponsored investment products, 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 condensed consolidated
statements of cash flows presented on a GAAP basis to the condensed consolidated
statements of cash flows, excluding the impact of the cash flows of consolidated
sponsored investment products:

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