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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 10-Q

 

(Mark One)

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

 

For the quarterly period ended September 30, 2004

 

OR

 

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

 

For the transition period from                      to                     .

 

(Commission file number 001-15305)

 


 

BlackRock, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   51-0380803

(State or other jurisdiction of

incorporation or organization)

  (I.R.S. Employer Identification No.)

 

40 East 52nd Street, New York, NY 10022

(Address of principal executive offices)

(Zip Code)

 

(212) 754-5300

(Registrant’s telephone number, including area code)

 

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

 


 

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

 

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

 

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

 



BlackRock, Inc.

Index to Form 10-Q

 

PART I

 

FINANCIAL INFORMATION

 

          Page

Item 1.

   Financial Statements     
    

Consolidated Statements of Financial Condition

   1
    

Consolidated Statements of Income

   2
    

Consolidated Statements of Cash Flows

   3
    

Notes to Consolidated Financial Statements

   4

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    21

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk    49

Item 4.

   Controls and Procedures    51
    

 

PART II

 

OTHER INFORMATION

    

Item 1.

   Legal Proceedings    52

Item 2.

   Unregistered Sales of Equity Securities and Use of Proceeds    53

Item 6.

   Exhibits    54

 

- ii -


PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

 

BlackRock, Inc.

Consolidated Statements of Financial Condition

(Dollar amounts in thousands)

 

     September 30,
2004


    December 31,
2003


 
     (unaudited)        

Assets

                

Cash and cash equivalents

   $ 379,431     $ 315,941  

Accounts receivable

     149,110       127,235  

Investments

     240,513       234,923  

Property and equipment, net

     88,377       87,006  

Intangible assets, net

     184,288       192,079  

Receivable from affiliates

     21,597       81  

Other assets

     13,685       9,958  
    


 


Total assets

   $ 1,077,001     $ 967,223  
    


 


Liabilities

                

Accrued compensation

   $ 167,461     $ 172,447  

Long-Term Retention and Incentive Plan

     90,606       —    

Accounts payable and accrued liabilities

                

Affiliate

     33,580       40,668  

Other

     22,379       19,430  

Acquired management contract obligation

     4,810       5,736  

Other liabilities

     14,492       14,395  
    


 


Total liabilities

     333,328       252,676  
    


 


Minority interest

     8,724       1,239  

Stockholders’ equity

                

Common stock, class A, 19,243,878 shares issued

     192       192  

Common stock, class B, 45,820,129 and 46,120,737 shares issued, respectively

     458       461  

Additional paid - in capital

     182,375       196,446  

Retained earnings

     616,185       570,535  

Unearned compensation

     (5,911 )     (10,270 )

Accumulated other comprehensive income

     5,970       6,027  

Treasury stock, class A, at cost, 550,775 and 954,067 shares held, respectively

     (30,511 )     (45,054 )

Treasury stock, class B, at cost, 806,667 and 313,626 shares held, respectively

     (33,809 )     (5,029 )
    


 


Total stockholders’ equity

     734,949       713,308  
    


 


Total liabilities and stockholders’ equity

   $ 1,077,001     $ 967,223  
    


 


 

See accompanying notes to consolidated financial statements.

 

- 1 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

BlackRock, Inc.

Consolidated Statements of Income

(Dollar amounts in thousands, except share data)

(unaudited)

 

    

Three months ended

September 30,


   

Nine months ended

September 30,


 
     2004

    2003

    2004

    2003

 

Revenue

                                

Investment advisory and administration fees

                                

Mutual funds

   $ 54,073     $ 52,482     $ 165,500     $ 149,718  

Separate accounts

     93,482       80,555       304,386       237,697  

Other income

                                

Affiliate

     1,338       1,256       3,975       3,776  

Other

     22,106       16,051       62,773       45,810  
    


 


 


 


Total revenue

     170,999       150,344       536,634       437,001  
    


 


 


 


Expense

                                

Employee compensation and benefits

     64,950       58,956       212,637       170,161  

Long-Term Retention and Incentive Plan

     90,606       —         90,606       —    

Fund administration and servicing costs

                                

Affiliate

     4,227       6,621       14,243       20,250  

Other

     4,050       1,223       10,412       3,130  

General and administration

                                

Affiliate

     1,481       1,786       6,817       5,831  

Other

     27,778       23,883       85,104       70,413  

Amortization of intangible assets

     283       231       746       694  

Impairment of intangible assets

     —         —         6,097       —    
    


 


 


 


Total expense

     193,375       92,700       426,662       270,479  
    


 


 


 


Operating income (loss)

     (22,376 )     57,644       109,972       166,522  

Non-operating income (expense)

                                

Investment income

     4,717       6,086       27,652       17,848  

Interest expense

     965       (152 )     (669 )     (467 )
    


 


 


 


Total non-operating income

     5,682       5,934       26,983       17,381  
    


 


 


 


Income (loss) before income taxes and minority interest

     (16,694 )     63,578       136,955       183,903  

Income taxes

     (7,265 )     23,579       39,345       69,900  
    


 


 


 


Income (loss) before minority interest

     (9,429 )     39,999       97,610       114,003  

Minority interest

     385       (54 )     4,221       (44 )
    


 


 


 


Net income (loss)

   $ (9,814 )   $ 40,053     $ 93,389     $ 114,047  
    


 


 


 


Earnings (loss) per share

                                

Basic

   $ (0.15 )   $ 0.62     $ 1.47     $ 1.76  

Diluted

   $ (0.15 )   $ 0.61     $ 1.42     $ 1.73  

Dividends paid per share

   $ 0.25     $ 0.20     $ 0.75     $ 0.20  

Weighted-average shares outstanding

                                

Basic

     63,676,776       64,497,117       63,693,281       64,858,615  

Diluted

     63,676,776       65,692,272       65,858,552       65,918,485  

 

See accompanying notes to consolidated financial statements.

 

- 2 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

BlackRock, Inc.

Consolidated Statements of Cash Flows

(Dollar amounts in thousands)

(unaudited)

 

    

Nine months ended

September 30,


 
     2004

    2003

 

Cash flows from operating activities

                

Net income

   $ 93,389     $ 114,047  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation and amortization

     15,462       15,886  

Impairment of intangible assets

     6,097       —    

Minority interest

     4,221       (97 )

Stock-based compensation

     9,518       5,051  

Deferred income taxes

     (20,908 )     (467 )

Tax benefit from stock-based compensation

     1,690       5,146  

Net gain on investments

     (13,142 )     (1,970 )

Changes in operating assets and liabilities:

                

Increase in accounts receivable

     (22,998 )     (12,619 )

Increase in investments, trading

     (10,600 )     (21,414 )

Increase in receivable from affiliates

     (608 )     (2,051 )

Increase in other assets

     (952 )     (3,992 )

Decrease in accrued compensation

     (4,986 )     (19,374 )

Increase in Long-Term Retention and Incentive Plan

     90,606       —    

(Decrease) increase in accounts payable and accrued liabilities

     (4,387 )     15,702  

Increase in other liabilities

     1,060       719  
    


 


Cash provided by operating activities

     143,462       94,567  
    


 


Cash flows from investing activities

                

Purchase of property and equipment

     (15,245 )     (9,653 )

Purchase of investments

     (90,121 )     (155,295 )

Sale of investments

     145,737       135,806  

Deemed cash contribution upon consolidation of VIE

     6,412       —    

Consolidation of sponsored investment funds

     (43,169 )     —    

Acquisitions, net of cash acquired

     (74 )     (8,918 )
    


 


Cash provided by (used in) investing activities

     3,540       (38,060 )
    


 


Cash flows from financing activities

                

Issuance of class A common stock

     —         623  

Dividends paid

     (47,685 )     (12,834 )

Distributions paid to minority interest holders

     (5,794 )     —    

Subscriptions to consolidated sponsored investment funds

     5,152       —    

Purchase of treasury stock

     (48,539 )     (62,773 )

Reissuance of treasury stock

     13,325       4,421  

Acquired management contract obligation payment

     (926 )     (842 )
    


 


Cash used in financing activities

     (84,467 )     (71,405 )
    


 


Effect of exchange rate changes on cash and cash equivalents

     955       1,231  

Net increase (decrease) in cash and cash equivalents

     63,490       (13,667 )

Cash and cash equivalents, beginning of period

     315,941       255,234  
    


 


Cash and cash equivalents, end of period

   $ 379,431     $ 241,567  
    


 


 

- 3 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

BlackRock, Inc.

Notes to Consolidated Financial Statements

Three and Nine Months Ended September 30, 2004 and 2003

(Dollar amounts in thousands, except share data)

(unaudited)

 

1. Significant Accounting Policies

 

Basis of Presentation

 

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

 

Use of Estimates

 

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

 

Investments

 

Readily Marketable Securities

 

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

 

- 4 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

1. Significant Accounting Policies (continued)

 

Investments (continued)

 

Nonmarketable Equity Securities

 

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

 

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

 

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

 

- 5 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

1. Significant Accounting Policies (continued)

 

Stock-Based Compensation

 

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

 

    

Three months ended

September 30,


   

Nine months ended

September 30,


 
     2004

    2003

    2004

    2003

 

Net income (loss), as reported

   $ (9,814 )   $ 40,053     $ 93,389     $ 114,047  

Add: Stock-based employee compensation expense included in reported net income, net of related tax effects

     1,041       252       3,372       794  

Deduct: Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects

     (3,497 )     (3,641 )     (11,162 )     (11,019 )
    


 


 


 


Pro forma net income (loss)

   $ (12,270 )   $ 36,664     $ 85,599     $ 103,822  
    


 


 


 


Earnings (loss) per share:

                                

Basic - as reported

   $ (0.15 )   $ 0.62     $ 1.47     $ 1.76  

Basic - pro forma

   $ (0.19 )   $ 0.57     $ 1.34     $ 1.59  

Diluted - as reported

   $ (0.15 )   $ 0.61     $ 1.42     $ 1.73  

Diluted - pro forma

   $ (0.19 )   $ 0.56     $ 1.30     $ 1.58  

 

Segment Reporting

 

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

 

- 6 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

1. Significant Accounting Policies (continued)

 

Segment Reporting (continued)

 

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

 

Recent Accounting Development

 

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

 

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

 

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

 

- 7 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

1. Significant Accounting Policies (continued)

 

Recent Accounting Development (continued)

 

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

 

     January 1, 2004

Assets

      

Cash and cash equivalents

   $ 6,412

Accounts receivable

     2,564

Property and equipment, net

     842

Other assets

     936
    

Total assets

   $ 10,754
    

Liabilities and Minority Interest

      

Accounts payable and accrued liabilities

   $ 4,499

Other liabilities

     75
    

Total liabilities

     4,574

Minority interest

     3,906
    

Total liabilities and minority interest

   $ 8,480
    

 

- 8 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

1. Significant Accounting Policies (continued)

 

Recent Accounting Development (continued)

 

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

 

Condensed Consolidating Statement of Financial Condition

September 30, 2003

(unaudited)

 

     Deconsolidation

     As Reported

   Adjustments

    As Adjusted

Assets

                     

Cash and cash equivalents

   $ 241,567    $ 0     $ 241,567

Restricted cash

     148,383      (148,383 )     —  

Investments

     2,550,443      (2,295,715 )     254,728

Other assets

     544,409      (121,010 )     423,399
    

  


 

Total assets

   $ 3,484,802    $ (2,565,108 )   $ 919,694
    

  


 

Liabilities

                     

Borrowings

   $ 2,035,637    $ (2,035,637 )   $ 0

Unrealized depreciation on derivative contracts

     76,305      (76,305 )     —  

Other liabilities

     301,872      (80,462 )     221,410
    

  


 

Total liabilities

     2,413,814      (2,192,404 )     221,410
    

  


 

Mandatorily redeemable preferred stock of subsidiaries

     105,547      (105,547 )     —  

Minority interest

     269,181      (268,259 )     922

Stockholders’ equity

     696,260      1,102       697,362
    

  


 

Total liabilities, minority interest and stockholders’ equity

   $ 3,484,802    $ (2,565,108 )   $ 919,694
    

  


 

 

- 9 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

1. Significant Accounting Policies (continued)

 

Recent Accounting Developments (continued)

 

Condensed Consolidating Statement of Operations

Three months ended September 30, 2003

(unaudited)

 

     Deconsolidation

 
     As Reported

    Adjustments

    As Adjusted

 

Revenue

                        

Investment advisory and administration fees

   $ 129,601     $ 3,436     $ 133,037  

Other income

     17,307       —         17,307  
    


 


 


Total revenue

     146,908       3,436       150,344  
    


 


 


Expense

                        

Employee compensation and benefits

     58,956       —         58,956  

Other operating expenses

     36,242       (2,498 )     33,744  
    


 


 


Total expense

     95,198       (2,498 )     92,700  
    


 


 


Operating income

     51,710       5,934       57,644  

Non operating income (expense)

                        

Investment income

     66,923       (60,837 )     6,086  

Interest expense

     (24,165 )     24,013       (152 )
    


 


 


       42,758       (36,824 )     5,934  
    


 


 


Income before income taxes, minority interest and cumulative effect of accounting change

     94,468       (30,890 )     63,578  

Income taxes

     23,579       —         23,579  
    


 


 


Income before minority interest and cumulative effect of accounting change

     70,889       (30,890 )     39,999  

Minority interest

     30,930       (30,984 )     (54 )
    


 


 


Income before cumulative effect of accounting change

     39,959       94       40,053  

Cumulative effect of accounting change

     139       (139 )     —    
    


 


 


Net income

   $ 40,098     $ (45 )   $ 40,053  
    


 


 


Earnings per share

                        

Basic

   $ 0.62     $ 0.00     $ 0.62  

Diluted

   $ 0.61     $ 0.00     $ 0.61  

 

Reclassification of Prior Period’s Statements

 

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

 

- 10 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

2. Acquisition

 

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

 

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

 

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

 

3. Investments

 

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

 

          Gross Unrealized

   

Carrying

Value


September 30, 2004


   Cost

   Gains

   Losses

   

Mutual funds

   $ 53,984    $ 34    $ (349 )   $ 53,669

Collateralized debt obligations

     10,688      1,895      —         12,583
    

  

  


 

Total investments, available for sale

   $ 64,672    $ 1,929    $ (349 )   $ 66,252
    

  

  


 

December 31, 2003


                    

Mutual funds

   $ 78,913    $ 147    $ (834 )   $ 78,226

Municipal debt securities

     77,061      638      (721 )     76,978

Collateralized debt obligations

     11,752      4,070      —         15,822
    

  

  


 

Total investments, available for sale

   $ 167,726    $ 4,855    $ (1,555 )   $ 171,026
    

  

  


 

 

- 11 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

3. Investments (continued)

 

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

 

September 30, 2004


   Cost

  

Carrying

Value


U.S government securities

   $ 19,640    $ 20,249

Mutual funds

     14,072      14,718

Equity securities

     7,927      10,333
    

  

Total investments, trading

     41,639      45,300
    

  

Other

             

Equity method

     70,873      72,937

Cost method

     27,319      28,038

Fair value

     28,367      27,986
    

  

Total investments, other

     126,559      128,961
    

  

Total investments, trading and other

   $ 168,198    $ 174,261
    

  

December 31, 2003


         

Mutual funds

   $ 9,573    $ 10,648

Equity securities

     5,976      8,021
    

  

Total investments, trading

     15,549      18,669
    

  

Mutual funds

     7,000      5,801

Other

             

Equity method

     28,793      30,288

Cost method

     9,139      9,139
    

  

Total investments, other

     44,932      45,228
    

  

Total investments, trading and other

   $ 60,481    $ 63,897
    

  

 

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

 

- 12 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

4. Other Income

 

Other income consists of the following:

 

    

Three months ended

September 30,


   Nine months ended
September 30,


     2004

   2003

   2004

   2003

BlackRock Solutions

   $ 21,488    $ 14,568    $ 59,165    $ 41,667

Investment accounting

     1,510      1,139      4,448      3,449

Other

     446      1,600      3,135      4,470
    

  

  

  

     $ 23,444    $ 17,307    $ 66,748    $ 49,586
    

  

  

  

 

5. Intangible Assets

 

     Weighted-avg.
estimated
useful life


   September 30, 2004

        Gross Carrying
Amount


  

Accumulated

Amortization


  

Total Intangible

Assets


Goodwill

   N/A    $ 242,766    $ 65,842    $ 176,924

Management contract acquired

   N/A      2,842      —        2,842
         

  

  

Total goodwill and unamortized intangible assets

          245,608      65,842      179,766

Management contract acquired

   10.0      8,040      3,518      4,522
         

  

  

Total intangible assets

        $ 253,648    $ 69,360    $ 184,288
         

  

  

     Weighted-avg.
estimated
useful life


   December 31, 2003

        Gross Carrying
Amount


   Accumulated
Amortization


   Total Intangible
Assets


Goodwill

   N/A    $ 243,787    $ 65,842    $ 177,945

Management contracts acquired

   N/A      8,866      —        8,866
         

  

  

Total goodwill and unamortized intangible assets

          252,653      65,842      186,811
         

  

  

Management contract acquired

   10.0      8,040      2,915      5,125

Other

   2.2      286      143      143
    
  

  

  

Total amortized intangible assets

   9.7      8,326      3,058      5,268
         

  

  

Total intangible assets

        $ 260,979    $ 68,900    $ 192,079
         

  

  

 

- 13 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

5. Intangible Assets (continued)

 

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

 

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

 

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

 

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

 

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

 

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

 

- 14 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

7. Common Stock

 

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

 

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

 

     Shares issued

   

Shares outstanding

Class


 
    

Common shares

Class


   

Treasury shares

Class


   
     A

   B

    A

    B

    A

    B

 

December 31, 2003

   19,243,878    46,120,737     (954,067 )   (313,626 )   18,289,811     45,807,111  

Conversion of class B stock to class A stock

   —      (300,608 )   300,608     —       300,608     (300,608 )

Issuance of class A common stock

   —      —       438,867     —       438,867     —    

Treasury stock transactions

   —      —       (336,183 )   (493,041 )   (336,183 )   (493,041 )
    
  

 

 

 

 

September 30, 2004

   19,243,878    45,820,129     (550,775 )   (806,667 )   18,693,103     45,013,462  
    
  

 

 

 

 

 

8. Earnings Per Share

 

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

 

    

Three months ended

September 30,


  

Nine months ended

September 30,


     2004

    2003

   2004

   2003

Net income (loss)

   $ (9,814 )   $ 40,053    $ 93,389    $ 114,047
    


 

  

  

Basic weighted-average shares outstanding

     63,676,776       64,497,117      63,693,281      64,858,615

Dilutive potential shares from stock options

     —         1,195,155      2,165,271      1,059,870
    


 

  

  

Dilutive weighted-average shares outstanding

     63,676,776       65,692,272      65,858,552      65,918,485
    


 

  

  

Basic earnings (loss) per share

   $ (0.15 )   $ 0.62    $ 1.47    $ 1.76
    


 

  

  

Diluted earnings (loss) per share

   $ (0.15 )   $ 0.61    $ 1.42    $ 1.73
    


 

  

  

 

- 15 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

8. Earnings Per Share (continued)

 

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

 

9. Supplemental Statements of Cash Flow Information

 

Supplemental disclosure of cash flow information:

 

     Nine months ended
September 30,


     2004

   2003

Cash paid for interest

   $ 926    $ 842
    

  

Cash paid for income taxes

   $ 65,856    $ 52,184
    

  

 

Supplemental schedule of noncash transactions:

 

     Nine months ended
September 30,


     2004

   2003

Stock-based compensation

   $ 0    $ 5,395
    

  

Reissuance of treasury stock, class A, at a discount to its cost basis

   $ 16,596    $ 15,140
    

  

 

10. Income Taxes

 

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

 

- 16 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

10. Income Taxes (continued)

 

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

 

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

 

     Three months ended
September 30,


    Nine months ended
September 30,


 
     2004

    2003

    2004

    2003

 

Current:

                                

Federal

   $ 20,105     $ 21,884     $ 60,138     $ 60,177  

State and local

     (292 )     4,346       5,596       9,230  

Foreign

     1,038       93       3,038       960  

Impact of New York State audit resolution

     —         —         (8,519 )     —    
    


 


 


 


Total current

     20,851       26,323       60,253       70,367  
    


 


 


 


Deferred:

                                

Federal

     (23,724 )     (2,657 )     (16,274 )     230  

State and local

     (4,392 )     (87 )     (4,634 )     (697 )
    


 


 


 


Total deferred

     (28,116 )     (2,744 )     (20,908 )     (467 )
    


 


 


 


Total

   $ (7,265 )   $ 23,579     $ 39,345     $ 69,900  
    


 


 


 


 

- 17 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

10. Income Taxes (continued)

 

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

 

     September 30,
2004


   December 31,
2003


Deferred tax assets:

             

Compensation and benefits

   $ 58,133    $ 28,942

Deferred state income taxes

     5,321      8,913

Deferred revenue

     1,482      3,292

Other

     4,095      1,769
    

  

Gross deferred tax asset

     69,031      42,916
    

  

Deferred tax liabilities:

             

Goodwill

     36,466      34,990

Depreciation

     7,574      3,213

Other

     3,819      3,620
    

  

Gross deferred tax liability

     47,859      41,823
    

  

Net deferred tax asset

   $ 21,172    $ 1,093
    

  

 

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

 

    

Three months ended

September 30,


   

Nine months ended

September 30,


 
     2004

    %

    2003

    %

    2004

    %

    2003

    %

 

Expected income tax expense (benefit)

   $ (5,843 )   (35.0 )%   $ 22,272     35.0 %   $ 47,934     35.0 %   $ 64,382     35.0 %

Increase (decrease) in income taxes resulting from:

                                                        

State and local taxes

     (2,892 )   (17.3 )     2,993     4.7       1,267     0.9       5,546     3.0  

Tax-exempt interest income

     (380 )   (2.3 )     (612 )   (0.9 )     (1,093 )   (0.8 )     (612 )   (0.3 )

Minority interest

     (134 )   (0.8 )     —       —         (1,477 )   (1.1 )     —       —    

New York State audit resolution

     —       —         —       —         (8,519 )   (6.2 )     —       —    

Foreign taxes

     1,780     10.7       (309 )   (0.5 )     2,253     1.6       (166 )   (0.1 )

Other

     204     1.2       (765 )   (1.2 )     (1,020 )   (0.7 )     750     0.4  
    


 

 


 

 


 

 


 

Income tax expense (benefit)

   $ (7,265 )   (43.5 )%   $ 23,579     37.1 %   $ 39,345     28.7 %   $ 69,900     38.0 %
    


 

 


 

 


 

 


 

 

- 18 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

11. Variable Interest Entities Not Subject to Consolidation

 

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

 

     Assets

   Debt

   BlackRock Equity
Ownership


September 30, 2004


              

Collaterized debt obligations

   $ 3,020,000    $ 2,627,000    $ 12,583

Private investment funds

     1,175,000      672,000      33,000
    

  

  

Total

   $ 4,195,000    $ 3,299,000    $ 45,583
    

  

  

December 31, 2003


              

Collaterized debt obligations

   $ 2,740,000    $ 2,370,000    $ 15,822

Private investment funds

     375,000      227,000      5,000
    

  

  

Total

   $ 3,115,000    $ 2,597,000    $ 20,822
    

  

  

 

12. Comprehensive Income (Loss)

 

    

Three months ended

September 30,


    Nine months ended
September 30,


     2004

    2003

    2004

    2003

Net income (loss)

   $ (9,814 )   $ 40,053     $ 93,389     $ 114,047

Other comprehensive income (loss):

                              

Unrealized gain (loss) from investments, available for sale, net

     840       (1,746 )     (1,013 )     2,401

Foreign currency translation gain (loss)

     (76 )     162       953       1,231
    


 


 


 

Comprehensive income (loss)

   $ (9,050 )   $ 38,469     $ 93,329     $ 117,679
    


 


 


 

 

- 19 -


PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

 

13. Lease Commitments

 

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

 

2004

   $ 2,849

2005

     13,434

2006

     15,376

2007

     15,337

2008

     15,304

Thereafter

     145,806
    

     $ 208,106
    

 

- 20 -


PART I — FINANCIAL INFORMATION (continued)

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

 

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

 

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

 

     Three months ended

    Variance vs.

 
     September 30,

    June 30,

    September 30, 2003

    June 30, 2004

 
     2004

    2003

    2004

    Amount

    %

    Amount

    %

 

Total revenue

   $ 170,999     $ 150,344     $ 183,812     $ 20,655     14 %   $ (12,813 )   -7 %

Total expense

   $ 193,375     $ 92,700     $ 121,231     $ 100,675     109 %   $ 72,144     60 %

Operating income (loss)

   $ (22,376 )   $ 57,644     $ 62,581     $ (80,020 )   -139 %   $ (84,957 )   -136 %

Net income (loss)

   $ (9,814 )   $ 40,053     $ 47,996     $ (49,867 )   -125 %   $ (57,810 )   -120 %

Diluted earnings (loss) per share

   $ (0.15 )   $ 0.61     $ 0.73     $ (0.76 )   -125 %   $ (0.88 )   -121 %

Diluted earnings per share, as adjusted (a)

   $ 0.56     $ 0.61     $ 0.73     $ (0.05 )   -8 %   $ (0.17 )   -23 %

Average diluted shares outstanding

     63,676,776       65,692,272       65,766,979       (2,015,496 )   -3 %     (2,090,203 )   -3 %

Operating margin (b)

     31.8 %     40.5 %     35.6 %                            

Assets under management ($ in millions)

   $ 323,465     $ 293,501     $ 309,654     $ 29,964     10 %   $ 13,811     4 %

 

     Nine months ended

             
     September 30,

    Variance

 
     2004

    2003

    Amount

    %

 

Total revenue

   $ 536,634     $ 437,001     $ 99,633     23 %

Total expense

   $ 426,662     $ 270,479     $ 156,183     58 %

Operating income

   $ 109,972     $ 166,522     $ (56,550 )   -34 %

Net income

   $ 93,389     $ 114,047     $ (20,658 )   -18 %

Diluted earnings per share

   $ 1.42     $ 1.73     $ (0.31 )   -18 %

Diluted earnings per share, as adjusted (a)

   $ 2.13     $ 1.73     $ 0.40     23 %

Average diluted shares outstanding

     65,858,552       65,918,485       (59,933 )   0 %

Operating margin (b)

     36.0 %     40.3 %              

Assets under management ($ in millions)

   $ 323,465     $ 293,501     $ 29,964     10 %

 

- 21 -


PART I — FINANCIAL INFORMATION (continued)

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

 

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

 

     Three and nine months ended
September 30, 2004


 

Net income (loss), GAAP basis

   $ (9,814 )   $ 93,389  

LTIP expense, net of tax

     57,082       57,082  
    


 


Net income, excluding LTIP

     47,268       150,471  

BlackRock’s LTIP funding requirement

     (10,383 )     (10,383 )
    


 


Net income, as adjusted for PNC LTIP funding requirement

     36,885       140,088  
    


 


Diluted weighted average shares outstanding, GAAP basis

     63,676,776       65,858,552  

Antidilutive common stock equivalents by virtue of the Company’s net loss

     2,303,856       —    
    


 


Diluted weighted average shares outstanding, as adjusted

     65,980,632       65,858,552  
    


 


Diluted earnings (loss) per share, GAAP basis

   $ (0.15 )   $ 1.42  
    


 


Diluted earnings per share, as adjusted for PNC LTIP funding requirement

   $ 0.56     $ 2.13  
    


 


 

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

 

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

 

     Three months ended

   

Nine months ended

September 30,


 
     September 30,

   

June 30,

2004


   
     2004

    2003

      2004

    2003

 

Operating income (loss), GAAP basis

   $ (22,376 )   $ 57,644     $ 62,581     $ 109,972     $ 166,522  

Add back: LTIP expense

     90,606       —         —         90,606       —    

Less: BlackRock’s LTIP funding requirement

     (16,481 )     —         —         (16,481 )     —    
    


 


 


 


 


Operating income, as adjusted

     51,749       57,644       62,581       184,097       166,522  
    


 


 


 


 


Revenue, GAAP basis

     170,999       150,344       183,812       536,634       437,001  

Less: fund administration and servicing costs

     (8,277 )     (7,844 )     (8,018 )     (24,655 )     (23,380 )
    


 


 


 


 


Revenue used for operating margin measurement

     162,722       142,500       175,794       511,979       413,621  
    


 


 


 


 


Operating margin, GAAP basis

     -13.1 %     38.3 %     34.0 %     20.5 %     38.1 %
    


 


 


 


 


Operating margin, as reported

     31.8 %     40.5 %     35.6 %     36.0 %     40.3 %
    


 


 


 


 


 

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

 

- 22 -


PART I — FINANCIAL INFORMATION (continued)

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

 

General

 

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

 

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

 

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

 

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

 

- 23 -


PART I — FINANCIAL INFORMATION (continued)

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

 

Assets Under Management

 

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

 

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

 

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

 

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

 

- 24 -


PART I — FINANCIAL INFORMATION (continued)

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

 

Assets Under Management (continued)

 

BlackRock, Inc.

Assets Under Management

(Dollar amounts in millions)

(unaudited)

 

     September 30,

  

December 31,

2003


     2004

   2003

  

All Accounts

                    

Fixed income

   $ 235,535    $ 201,364    $ 214,356

Liquidity

     67,837      73,037      74,345

Equity

     12,675      12,424      13,721

Alternative investment products

     7,418      6,676      6,934
    

  

  

Total

   $ 323,465    $ 293,501    $ 309,356
    

  

  

Separate Accounts

                    

Fixed income

   $ 211,075    $ 178,390    $ 190,432

Liquidity

     7,703      5,707      5,855

Liquidity-Securities lending

     8,636      9,996      9,925

Equity

     8,129      9,143      9,443

Alternative investment products

     7,418      6,676      6,934
    

  

  

Subtotal

     242,961      209,912      222,589
    

  

  

Mutual Funds

                    

Fixed income

     24,460      22,974      23,924

Liquidity

     51,498      57,334      58,565

Equity

     4,546      3,281      4,278
    

  

  

Subtotal

     80,504      83,589      86,767
    

  

  

Total

   $ 323,465    $ 293,501    $ 309,356
    

  

  

 

- 25 -


PART I — FINANCIAL INFORMATION (continued)

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

 

Assets Under Management (continued)

 

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

 

BlackRock, Inc.

Component Changes in Assets Under Management

(Dollar amounts in millions)

(unaudited)

 

     Three months ended
September 30,


   Nine months ended
September 30,


 
     2004

   2003

   2004

    2003

 

All Accounts

                              

Beginning assets under management

   $ 309,654    $ 286,309    $ 309,356     $ 272,841  

Net subscriptions

     7,302      6,468      6,945       10,778  

Market appreciation

     6,509      724      7,164       9,882  
    

  

  


 


Ending assets under management

   $ 323,465    $ 293,501    $ 323,465     $ 293,501  
    

  

  


 


Separate Accounts

                              

Beginning assets under management

   $ 230,845    $ 203,677    $ 222,589     $ 183,513  

Net subscriptions

     5,956      5,701      13,200       17,631  

Market appreciation

     6,160      534      7,172       8,768  
    

  

  


 


Ending assets under management

     242,961      209,912      242,961       209,912  
    

  

  


 


Mutual Funds

                              

Beginning assets under management

     78,809      82,632      86,767       89,328  

Net subscriptions (redemptions)

     1,346      767      (6,255 )     (6,853 )

Market appreciation (depreciation)

     349      190      (8 )     1,114  
    

  

  


 


Ending assets under management

     80,504      83,589      80,504       83,589  
    

  

  


 


Total

   $ 323,465    $ 293,501    $ 323,465     $ 293,501  
    

  

  


 


 

- 26 -


PART I — FINANCIAL INFORMATION (continued)

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

 

Assets Under Management (continued)

 

BlackRock, Inc.

Assets Under Management

Quarterly Trend

(Dollar amounts in millions)

(unaudited)

 

     2003

    2004

   

Nine months ended

September 30,

2004


 
     September 30

    December 31

    March 31

    June 30

    September 30

   

Separate Accounts

                                                

Fixed Income

                                                

Beginning assets under management

   $ 174,480     $ 178,390     $ 190,432     $ 202,055     $ 199,762     $ 190,432  

Net subscriptions

     3,700       9,842       7,141       1,365       5,201       13,707  

Market appreciation (depreciation)

     210       2,200       4,482       (3,658 )     6,112       6,936  
    


 


 


 


 


 


Ending assets under management

     178,390       190,432       202,055       199,762       211,075       211,075  
    


 


 


 


 


 


Liquidity

                                                

Beginning assets under management

     5,366       5,707       5,855       6,304       6,896       5,855  

Net subscriptions

     328       135       446       591       787       1,824  

Market appreciation

     13       13       3       1       20       24  
    


 


 


 


 


 


Ending assets under management

     5,707       5,855       6,304       6,896       7,703       7,703  
    


 


 


 


 


 


Liquidity-Securities lending

                                                

Beginning assets under management

     8,374       9,996       9,925       8,479       8,771       9,925  

Net subscriptions (redemptions)

     1,622       (71 )     (1,446 )     292       (135 )     (1,289 )
    


 


 


 


 


 


Ending assets under management

     9,996       9,925       8,479       8,771       8,636       8,636  
    


 


 


 


 


 


Equity

                                                

Beginning assets under management

     9,105       9,143       9,443       9,003       8,790       9,443  

Net redemptions

     (334 )     (1,234 )     (684 )     (195 )     (748 )     (1,627 )

Market appreciation (depreciation)

     372       1,534       244       (18 )     87       313  
    


 


 


 


 


 


Ending assets under management

     9,143       9,443       9,003       8,790       8,129       8,129  
    


 


 


 


 


 


Alternative investment products

                                                

Beginning assets under management

     6,352       6,676       6,934       6,342       6,626       6,934  

Net subscriptions (redemptions)

     385       237       (486 )     220       851       585  

Market appreciation (depreciation)

     (61 )     21       (106 )     64       (59 )     (101 )
    


 


 


 


 


 


Ending assets under management

     6,676       6,934       6,342       6,626       7,418       7,418  
    


 


 


 


 


 


Total Separate Accounts

                                                

Beginning assets under management

     203,677       209,912       222,589       232,183       230,845       222,589  

Net subscriptions

     5,701       8,909       4,971       2,273       5,956       13,200  

Market appreciation (depreciation)

     534       3,768       4,623       (3,611 )     6,160       7,172  
    


 


 


 


 


 


Ending assets under management

   $ 209,912     $ 222,589     $ 232,183     $ 230,845     $ 242,961     $ 242,961  
    


 


 


 


 


 


 

- 27 -


PART I — FINANCIAL INFORMATION (continued)

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

 

Assets Under Management (continued)

 

BlackRock, Inc.

Assets Under Management

Quarterly Trend

(Dollar amounts in millions)

(unaudited)

 

     2003

    2004

   

Nine months ended

September 30,

2004


 
     September 30

    December 31

    March 31

   June 30

    September 30

   

Mutual Funds

                                               

Fixed Income

                                               

Beginning assets under management

   $ 21,480     $ 22,974     $ 23,924    $ 24,742     $ 23,780     $ 23,924  

Net subscriptions (redemptions)

     1,426       977       598      (264 )     270       604  

Market appreciation (depreciation)

     68       (27 )     220      (698 )     410       (68 )
    


 


 

  


 


 


Ending assets under management

     22,974       23,924       24,742      23,780       24,460       24,460  
    


 


 

  


 


 


Liquidity

                                               

Beginning assets under management

     57,845       57,334       58,565      58,986       50,276       58,565  

Net subscriptions (redemptions)

     (512 )     1,225       420      (8,710 )     1,222       (7,068 )

Market appreciation

     1       6       1      —         —         1  
    


 


 

  


 


 


Ending assets under management

     57,334       58,565       58,986      50,276       51,498       51,498  
    


 


 

  


 


 


Equity

                                               

Beginning assets under management

     3,307       3,281       4,278      4,761       4,753       4,278  

Net subscriptions (redemptions)

     (147 )     579       351      4       (146 )     209  

Market appreciation (depreciation)

     121       418       132      (12 )     (61 )     59  
    


 


 

  


 


 


Ending assets under management

     3,281       4,278       4,761      4,753       4,546       4,546  
    


 


 

  


 


 


Total Mutual Funds

                                               

Beginning assets under management

     82,632       83,589       86,767      88,489       78,809       86,767  

Net subscriptions (redemptions)

     767       2,781       1,369      (8,970 )     1,346       (6,255 )

Market appreciation (depreciation)

     190       397       353      (710 )     349       (8 )
    


 


 

  


 


 


Ending assets under management

   $ 83,589     $ 86,767     $ 88,489    $ 78,809     $ 80,504     $ 80,504  
    


 


 

  


 


 


 

- 28 -


PART I — FINANCIAL INFORMATION (continued)

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

 

Assets Under Management (continued)

 

BlackRock, Inc.

Assets Under Management

Quarterly Trend

(Dollar amounts in millions)

(unaudited)

 

     2003

    2004

   

Nine months ended

September 30,
2004


 
     September 30

    December 31

    March 31

   June 30

    September 30

   

Mutual Funds

                                               

BlackRock Funds

                                               

Beginning assets under management

   $ 18,410     $ 18,044     $ 18,354    $ 18,985     $ 16,603     $ 18,354  

Net subscriptions (redemptions)

     (385 )     57       427      (2,110 )     (391 )     (2,074 )

Market appreciation (depreciation)

     19       253       204      (272 )     93       25  
    


 


 

  


 


 


Ending assets under management

     18,044       18,354       18,985      16,603       16,305       16,305  
    


 


 

  


 


 


BlackRock Global Series

                                               

Beginning assets under management

     589       794       838      1,026       1,293       838  

Net subscriptions (redemptions)

     193       (3 )     181      275       (21 )     435  

Market appreciation (depreciation)

     12       47       7      (8 )     27       26  
    


 


 

  


 


 


Ending assets under management

     794       838       1,026      1,293       1,299       1,299  
    


 


 

  


 


 


BlackRock Liquidity Funds

                                               

Beginning assets under management

     51,163       51,078       52,870      53,159       45,854       52,870  

Net subscriptions (redemptions)

     (85 )     1,792       289      (7,305 )     1,233       (5,783 )
    


 


 

  


 


 


Ending assets under management

     51,078       52,870       53,159      45,854       47,087       47,087  
    


 


 

  


 


 


Closed End

                                               

Beginning assets under management

     11,723       12,920       13,961      14,552       14,233       13,961  

Net subscriptions

     1,038       944       449      111       433       993  

Market appreciation (depreciation)

     159       97       142      (430 )     229       (59 )
    


 


 

  


 


 


Ending assets under management

     12,920       13,961       14,552      14,233       14,895       14,895  
    


 


 

  


 


 


Other Commingled Funds

                                               

Beginning assets under management

     747       753       744      767       826       744  

Net subscriptions (redemptions)

     6       (9 )     23      59       92       174  
    


 


 

  


 


 


Ending assets under management

     753       744       767      826       918       918  
    


 


 

  


 


 


Total Mutual Funds

                                               

Beginning assets under management

     82,632       83,589       86,767      88,489       78,809       86,767  

Net subscriptions (redemptions)

     767       2,781       1,369      (8,970 )     1,346       (6,255 )

Market appreciation (depreciation)

     190       397       353      (710 )     349       (8 )
    


 


 

  


 


 


Ending assets under management

   $ 83,589     $ 86,767     $ 88,489    $ 78,809     $ 80,504     $ 80,504  
    


 


 

  


 


 


 

- 29 -


PART I — FINANCIAL INFORMATION (continued)

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

 

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

 

Revenue

 

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

 

     Three months ended
September 30,


   Variance

 
     2004

   2003

   Amount

   %

 
Dollar amounts in thousands    (unaudited)            

Investment advisory and administration fees:

                           

Mutual funds

   $ 54,073    $ 52,482    $ 1,591    3.0 %

Separate accounts

     93,482      80,555      12,927    16.0  
    

  

  

  

Total investment advisory and administration fees

     147,555      133,037      14,518    10.9  

Other income

     23,444      17,307      6,137    35.5  
    

  

  

  

Total revenue

   $ 170,999    $ 150,344    $ 20,655    13.7 %
    

  

  

  

 

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

 

- 30 -


PART I — FINANCIAL INFORMATION (continued)

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

 

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

 

Revenue (continued)

 

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

 

    

Three months ended

September 30,


   Variance

 
     2004

   2003

   Amount

    %

 
Dollar amounts in thousands    (unaudited)             

Mutual funds revenue

                            

BlackRock Funds

   $ 16,289    $ 17,255    $ (966 )   (5.6 )%

Closed End Funds

     17,978      13,267      4,711     35.5  

BlackRock Liquidity Funds

     19,508      21,694      (2,186 )   (10.1 )

Other commingled funds

     298      266      32     12.0  
    

  

  


 

Total mutual funds revenue

     54,073      52,482      1,591     3.0  
    

  

  


 

Separate accounts revenue

                            

Separate account base fees

     92,943      78,152      14,791     18.9  

Separate account performance fees

     539      2,403      (1,864 )   NM  
    

  

  


 

Total separate accounts revenue

     93,482      80,555      12,927     16.0  
    

  

  


 

Total investment advisory and administration fees

     147,555      133,037      14,518     10.9  
    

  

  


 

Other income

     23,444      17,307      6,137     35.5  
    

  

  


 

Total revenue

   $ 170,999    $ 150,344    $ 20,655     13.7 %
    

  

  


 


NM = Not meaningful.

 

- 31 -


PART I — FINANCIAL INFORMATION (continued)

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

 

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

 

Expense

 

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

 

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

 

     Three months ended
September 30,


   Variance

 
     2004

   2003

   Amount

    %

 
Dollar amounts in thousands    (unaudited)             

Employee compensation and benefits

   $ 64,950    $ 58,956    $ 5,994     10.2 %

Long-Term Retention and Incentive Plan

     90,606      —        90,606     NM  

Fund administration and servicing costs

                            

Affiliates

     4,227      6,621      (2,394 )   (36.2 )

Other

     4,050      1,223      2,827     231.2  

General and administration

     29,259      25,669      3,590     14.0  

Amortization of intangible assets

     283      231      52     22.5  
    

  

  


 

Total expense

   $ 193,375    $ 92,700    $ 100,675     108.6 %
    

  

  


 


NM = Not meaningful.

 

- 32 -


PART I — FINANCIAL INFORMATION (continued)

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

 

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

 

Expense (continued)

 

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

 

     Three months ended
September 30,


   Variance

 
     2004

   2003

   Amount

   %

 
Dollar amounts in thousands    (unaudited)            

General and administration expense:

                           

Marketing and promotional

   $ 7,823    $ 7,303    $ 520    7.1 %

Occupancy expense

     6,066      5,598      468    8.4  

Technology

     4,771      4,436      335    7.6  

Other general and administration

     10,599      8,332      2,267    27.2  
    

  

  

  

Total general and administration expense

   $ 29,259    $ 25,669    $ 3,590    14.0 %
    

  

  

  

 

- 33 -


PART I — FINANCIAL INFORMATION (continued)

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

 

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

 

Operating Income and Net Income

 

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

 

- 34 -


PART I — FINANCIAL INFORMATION (continued)

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

 

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

 

Revenue

 

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

 

     Nine months ended
September 30,


   Variance

 
     2004

   2003

   Amount

   %

 
Dollar amounts in thousands    (unaudited)            

Investment advisory and administration fees:

                           

Mutual funds

   $ 165,500    $ 149,718    $ 15,782    10.5 %

Separate accounts

     304,386      237,697      66,689    28.1  
    

  

  

  

Total investment advisory and administration fees

     469,886      387,415      82,471    21.3  

Other income

     66,748      49,586      17,162    34.6  
    

  

  

  

Total revenue

   $ 536,634    $ 437,001    $ 99,633    22.8 %
    

  

  

  

 

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

 

- 35 -


PART I — FINANCIAL INFORMATION (continued)

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

 

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

 

Revenue (continued)

 

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

 

     Nine months ended
September 30,


   Variance

 
     2004

   2003

   Amount

    %

 
Dollar amounts in thousands    (unaudited)             

Mutual funds revenue

                            

BlackRock Funds

   $ 53,128    $ 50,497    $ 2,631     5.2 %

Closed End Funds

     52,252      36,881      15,371     41.7  

BlackRock Liquidity Funds

     59,281      61,547      (2,266 )   (3.7 )

Other commingled funds

     839      793      46     5.8  
    

  

  


 

Total mutual funds revenue

     165,500      149,718      15,782     10.5  
    

  

  


 

Separate accounts revenue

                            

Separate account base fees

     270,427      230,622      39,805     17.3  

Separate account performance fees

     33,959      7,075      26,884     NM  
    

  

  


 

Total separate accounts revenue

     304,386      237,697      66,689     28.1  
    

  

  


 

Total investment advisory and administration fees

     469,886      387,415      82,471     21.3  
    

  

  


 

Other income

     66,748      49,586      17,162     34.6  
    

  

  


 

Total revenue

   $ 536,634    $ 437,001    $ 99,633     22.8 %
    

  

  


 


NM = Not meaningful.

 

- 36 -


PART I — FINANCIAL INFORMATION (continued)

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

 

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

 

Expense

 

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

 

    

Nine months ended

September 30,


   Variance

 
     2004

   2003

   Amount

    %

 
Dollar amounts in thousands    (unaudited)             

Employee compensation and benefits

   $ 212,637    $ 170,161    $ 42,476     25.0 %

Long-Term Retention and Incentive Plan

     90,606      —        90,606     NM  

Fund administration and servicing costs

                            

Affiliates

     14,243      20,250      (6,007 )   (29.7 )

Other

     10,412      3,130      7,282     232.7  

General and administration

     91,921      76,244      15,677     20.6  

Amortization of intangible assets

     746      694      52     7.5  

Impairment of intangible assets

     6,097      —        6,097     NM  
    

  

  


 

Total expense

   $ 426,662    $ 270,479    $ 156,183     57.7 %
    

  

  


 


NM = Not meaningful.

 

- 37 -


PART I — FINANCIAL INFORMATION (continued)

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

 

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

 

Expense (continued)

 

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

 

     Nine months ended
September 30,


   Variance

 
     2004

   2003

   Amount

   %

 
Dollar amounts in thousands    (unaudited)            

General and administration expense:

                           

Marketing and promotional

   $ 25,663    $ 20,679    $ 4,984    24.1 %

Occupancy expense

     17,633      16,611      1,022    6.2  

Technology

     13,933      13,540      393    2.9  

Other general and administration

     34,692      25,414      9,278    36.5  
    

  

  

  

Total general and administration expense

   $ 91,921    $ 76,244    $ 15,677    20.6 %
    

  

  

  

 

- 38 -


PART I — FINANCIAL INFORMATION (continued)

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

 

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

 

Operating Income and Net Income

 

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

 

Liquidity and Capital Resources

 

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

 

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

 

- 39 -


PART I — FINANCIAL INFORMATION (continued)

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

 

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

 

Liquidity and Capital Resources (continued)

 

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

 

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

 

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

 

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

 

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

 

Contractual Obligations and Commercial Commitments

 

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

 

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

 

- 40 -


PART I — FINANCIAL INFORMATION (continued)

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

 

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

 

Contractual Obligations and Commercial Commitments (continued)

 

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

 

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

 

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

 

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

 

Summary of Commitments (unaudited):

 

     Total

   2004

   2005

   2006

   2007

   2008

   Thereafter

(Dollar amounts in thousands)                                   

Lease Commitments

   $ 208,106    $ 2,849    $ 13,434    $ 15,376    $ 15,337    $ 15,304    $ 145,806

Purchase Obligations

     20,221      3,093      6,751      5,881      3,647      849      0

Acquired Management Contract

     6,500      —        1,500      1,000      1,000      1,000      2,000

Investment Commitments

     5,255      5,255      —        —        —        —        —  

Acquisition Forward Commitment

     2,800      2,800      —        —        —        —        —  
    

  

  

  

  

  

  

Total Commitments

   $ 242,882    $ 13,997    $ 21,685    $ 22,257    $ 19,984    $ 17,153    $ 147,806
    

  

  

  

  

  

  

 

- 41 -


PART I — FINANCIAL INFORMATION (continued)

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

 

Critical Accounting Policies

 

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

 

Investments

 

Readily Marketable Securities

 

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

 

Nonmarketable Equity Securities

 

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

 

Impairment of Securities

 

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

 

- 42 -


PART I — FINANCIAL INFORMATION (continued)

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

 

Critical Accounting Policies (continued)

 

Impairment of Securities (continued)

 

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

 

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

 

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

 

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

 

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

 

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

 

- 43 -


PART I — FINANCIAL INFORMATION (continued)

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

 

Critical Accounting Policies (continued)

 

Income Taxes

 

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

 

Property and Equipment

 

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

 

- 44 -


PART I — FINANCIAL INFORMATION (continued)

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

 

Related Party Transactions

 

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

 

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

 

     Three months ended
September 30,


   Nine months ended
September 30,


     2004

   2003

   2004

   2003

(Dollar amounts in thousands)    (unaudited)

Investment advisory and administration fees:

                           

BlackRock Open-end Funds:

                           

PNC

   $ 7,185    $ 9,642    $ 25,347    $ 29,758

Other

     9,104      7,613      27,781      20,739

BlackRock Closed-end Funds - Other

     17,978      13,267      52,252      36,881

BlackRock Liquidity Funds

                           

PNC

     3,817      3,279      10,025      9,699

Other*

     15,691      18,415      49,256      51,848

STIF - PNC

     264      266      796      793
    

  

  

  

     $ 54,039    $ 52,482    $ 165,457    $ 149,718
    

  

  

  


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

 

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

 

Revenues for such services are as follows:

 

    

Three months ended

September 30,


   Nine months ended
September 30,


     2004

   2003

   2004

   2003

(Dollar amounts in thousands)    (unaudited)

Investment advisory and administration fees:

                           

Separate accounts – Nomura

   $ 2,237    $ 3,210    $ 6,542    $ 9,505

Separate accounts – PNC

     1,588      2,092      5,026      5,660

Private client services – PNC

     1,387      1,381      4,271      4,144

Other income-risk management – PNC

     1,250      1,250      3,750      3,750
    

  

  

  

     $ 6,462    $ 7,933    $ 19,589    $ 23,059
    

  

  

  

 

- 45 -


PART I — FINANCIAL INFORMATION (continued)

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

 

Related Party Transactions (continued)

 

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

 

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

 

     September 30,

     2004

   2003

(Dollar amounts in millions)    (unaudited)

BlackRock Open-end Funds

   $ 7,396    $ 10,119

BlackRock Liquidity Funds

     10,234      8,316

STIF

     748      753

Separate accounts

     11,541      12,425
    

  

     $ 29,919    $ 31,613
    

  

 

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

 

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

 

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

 

    

Three months ended

September 30,


   Nine months ended
September 30,


     2004

   2003

   2004

   2003

(Dollar amounts in thousands)    (unaudited)

Fund administration and servicing costs

   $ 4,227    $ 6,621    $ 14,243    $ 20,250

General and administration

     1,082      1,343      3,332      4,487

General and administration-consulting

     399      443      3,485      1,344
    

  

  

  

     $ 5,708    $ 8,407    $ 21,060    $ 26,081
    

  

  

  

 

- 46 -


PART I — FINANCIAL INFORMATION (continued)

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

 

Related Party Transactions (continued)

 

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

 

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

 

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

 

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

 

Interest Rates

 

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

 

Inflation

 

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

 

Forward Looking Statements

 

This report and other documents filed by BlackRock include forward-looking statements within the meaning of the Private Securities Litigation Reform Act with respect to BlackRock’s future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “position,” “target,” “mission,” “assume,” “achievable,” “potential,” “strategy,” “goal,” “objective,” “plan,” “aspiration,” “outlook,” “outcome,” “continue,” “remain,” “maintain,” “strive,” “trend” and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.

 

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

 

- 47 -


PART I — FINANCIAL INFORMATION (continued)

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

 

Forward Looking Statements (continued)

 

In addition to factors previously disclosed in BlackRock’s Securities and Exchange Commission (the “SEC”) reports and those identified elsewhere in this quarterly report, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in changes in demand for products or services or in the value of assets under management; (3) the relative and absolute investment performance of BlackRock’s advised or sponsored investment products and separately managed accounts; (4) the impact of increased competition; (5) the impact of capital improvement projects; (6) the impact of future acquisitions and divestitures; (7) the unfavorable resolution of legal proceedings; (8) the extent and timing of any share repurchases; (9) the impact, extent and timing of technological changes and the adequacy of intellectual property protection; (10) the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to BlackRock or PNC; (11) terrorist activities and international hostilities, which may adversely affect the general economy, financial and capital markets, specific industries, and BlackRock; (12) the ability to attract and retain highly talented professionals; (13) fluctuations in foreign currency exchange rates, which may adversely affect the value of advisory fees earned by BlackRock; (14) the impact of changes to tax legislation and, generally, the tax position of the Company; (15) changes in circumstances affecting the expense recognition of BlackRock’s LTIP; and (16) the closing of the Company’s acquisition of SSRM Holdings, Inc.

 

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

 

- 48 -


PART I — FINANCIAL INFORMATION (continued)

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

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

 

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

 

     Carrying
Value


   Carrying value
assuming 10%
increase in
market price


   Carrying value
assuming 10%
decrease in
market price


September 30, 2004


              

Mutual funds

   $ 14,718    $ 16,190    $ 13,246

Equity securities

     10,333      11,366      9,300
    

  

  

Total investments, trading

     25,051      27,556      22,546
    

  

  

Mutual funds

     53,669      59,036      48,302

Collateralized debt obligations

     12,583      13,841      11,325
    

  

  

Total investments, available for sale

     66,252      72,877      59,627
    

  

  

Other

                    

Equity method

     72,937      80,231      65,643

Cost method

     28,038      30,842      25,234

Fair value

     27,986      30,785      25,187
    

  

  

Total investments, other

     128,961      141,858      116,064
    

  

  

Total investments

   $ 220,264    $ 242,291    $ 198,237
    

  

  

December 31, 2003


              

Mutual funds

   $ 10,648    $ 11,713    $ 9,583

Equity securities

     8,021      8,823      7,219
    

  

  

Total investments, trading

     18,669      20,536      16,802
    

  

  

Mutual funds

     78,226      86,049      70,403

Collateralized debt obligations

     15,822      17,404      14,240
    

  

  

Total investments, available for sale

     94,048      103,453      84,643
    

  

  

Mutual funds

     5,801      6,381      5,221

Other

                    

Equity method

     30,288      33,317      27,259

Cost method

     9,139      10,053      8,225
    

  

  

Total investments, other

     45,228      49,751      40,705
    

  

  

Total investments

   $ 157,945    $ 173,740    $ 142,151
    

  

  

 

- 49 -


PART I — FINANCIAL INFORMATION (continued)

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

 

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

 

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

 

     Carrying
Value


   Carrying value
assuming +100
basis point shift


   Carrying value
assuming - 100
basis point shift


September 30, 2004


              

U.S. Treasury securities

   $ 20,249    $ 18,441    $ 22,302
    

  

  

December 31, 2003


              

Municipal debt securities

   $ 76,978    $ 70,099    $ 84,414
    

  

  

 

- 50 -


PART I — FINANCIAL INFORMATION (continued)

Item 4. Controls and Procedures

 

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

 

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

 

- 51 -


PART II — OTHER INFORMATION

Item 1. Legal Proceedings

 

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

 

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

 

- 52 -


PART II — OTHER INFORMATION (continued)

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

 

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

 

     Total Number of
Shares
Purchased


  Average Price
Paid per Share


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


   Maximum
Number of
Shares that May
Yet Be
Purchased
Under the Plans
or Programs 1


July 1, 2004 through July 31, 2004

   2,6302   $ 64.15    —      1,195,225

August 1, 2004 through August 31, 2004

   1,5332   $ 62.75    —      1,195,225

September 1, 2004 through September 30, 2004

   —       —      —      1,195,225
    
 

  
    

Total

   4,163   $ 63.63    —       
    
 

  
    

1 On January 21, 2004, the Company announced a two million share repurchase program. The Company is currently authorized to repurchase approximately 1.2 million shares under this repurchase program.
2 Represents purchases made by the Company to satisfy income tax withholding obligations of certain employees.

 

- 53 -


PART II — OTHER INFORMATION (continued)

Item 6. Exhibits

 

    Exhibit No.

 

Description


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

 

- 54 -


PART II — OTHER INFORMATION (continued)

Item 6. Exhibits

 

    Exhibit No.

 

Description


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

(1) Incorporated by Reference to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-78367), as amended, originally filed with the Securities and Exchange Commission on May 13, 1999.
(2) Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-32406), originally filed with the Securities and Exchange Commission on March 14, 2000.
(3) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended March 31, 2000.
(4) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2000.
(5) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2001.
(6) Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-68670), originally filed with the Securities and Exchange Commission on August 30, 2001.
(7) Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-68666), originally filed with the Securities and Exchange Commission on August 30, 2001.
(8) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2003.
(9) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2002.

 

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PART II — OTHER INFORMATION (continued)

Item 6. Exhibits

 

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

 

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SIGNATURES

 

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

 

    BLACKROCK, INC.
   

(Registrant)

Date: November 5, 2004

 

By:

 

    /s/ Paul L. Audet


       

Paul L. Audet

Managing Director &
Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.

  

Description


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


EXHIBIT INDEX (continued)

 

Exhibit No.

  

Description


10.25 (10)    The PNC Financial Services Group, Inc.’s Incentive Savings Plan, as amended as of January 1, 2001. +
10.26 (10)    First Amendment to The PNC Financial Services Group, Inc.’s Incentive Savings Plan. +
10.27 (10)    Second Amendment to The PNC Financial Services Group, Inc.’s Incentive Savings Plan. +
10.28 (12)    Third, Fourth and Fifth Amendments to The PNC Financial Services Group, Inc.’s Incentive Savings Plan. +
10.29 (14)    First Amendment to the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan. +
10.30 (15)    Agreement of Lease, dated July 29, 2004, between Park Avenue Plaza Company L.P. and the Registrant.
10.31 (15)    Letter Agreement, dated July 29, 2004, amending the Agreement of Lease between Park Avenue Plaza Company L.P. and the Registrant.
10.32 (16)    Stock Purchase Agreement among MetLife, Inc., Metropolitan Life Insurance Company, SSRM Holdings, Inc. BlackRock, Inc. and BlackRock Financial Management, Inc., dated August 25, 2004
10.33    Form of Restricted Stock Agreement under the BlackRock, Inc. 1999 Stock Award and Incentive Plan.
10.34    Form of BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan Award Agreement. +
21.1 (13)    Subsidiaries of the Registrant.
31.1    Section 302 Certification of Chief Executive Officer.
31.2    Section 302 Certification of Chief Financial Officer.
32.1    Section 906 Certification of Chief Executive Officer and Chief Financial Officer.

(1) Incorporated by Reference to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-78367), as amended, originally filed with the Securities and Exchange Commission on May 13, 1999.
(2) Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-32406), originally filed with the Securities and Exchange Commission on March 14, 2000.
(3) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended March 31, 2000.
(4) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2000.
(5) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2001.
(6) Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-68670), originally filed with the Securities and Exchange Commission on August 30, 2001.
(7) Incorporated by Reference to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-68666), originally filed with the Securities and Exchange Commission on August 30, 2001.
(8) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2003.
(9) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended September 30, 2002.
(10) Incorporated by reference to The PNC Financial Services Group, Inc.’s Annual Report on Form 10-K (Commission File No. 001-9718) for the year ended December 31, 2002.
(11) Incorporated by reference to the Registrant’s Annual Report on Form 10-K (Commission File No. 001-15305) for the year ended December 31, 2002.
(12) Incorporated by reference to the PNC Financial Services Group, Inc.’s Annual Report on Form 10-K (Commission File No. 001-9718) for the year ended December 31, 2003.
(13) Incorporated by reference to the Registrant’s Annual Report on Form 10-K (Commission File No. 001-15305) for the year ended December 31, 2003.
(14) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended March 31, 2004.
(15) Incorporated by Reference to the Registrant’s Quarterly Report on Form 10-Q (Commission File No. 001-15305), for the quarter ended June 30, 2004.
(16) Incorporated by Reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K (Commission File No. 001-15305) filed on August 30, 2004.

 

+ Denotes compensatory plan.