Laurence D. Fink – Chairman & Chief Executive Officer Gary S. Shedlin – Chief Financial Officer Robert S. Kapito –President Matthew J. Mallow – General Counsel

Robert Lee – Keefe, Bruyette & Woods, Inc. Kenneth Worthington – JP Morgan Craig Siegenthaler – Credit Suisse Luke Montgomery – Sanford Bernstein Marc Irizarry – Goldman Sachs William Katz – Citigroup Michael Carrier – Bank of America Merrill Lynch Glenn Schorr – ISI

At this time I would like to welcome everyone to the BlackRock Incorporated third quarter 2014 earnings teleconference. Our host for today’s call will be Chairman and Chief Executive Officer Laurence D. Fink; Chief Financial Officer Gary S. Shedlin; President Robert S. Kapito; and General Counsel Matthew Mallow. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks there will be a question and answer period. (Operator Instructions). Mr. Mallow you may begin your conference.

I’m Matt Mallow the General Counsel of BlackRock and before Larry and Gary make their remarks, as usual, let me remind you that during the course of this call we may make a number of forward-looking statements and we call your attention to the fact that BlackRock’s actual results, may of course, differ from these statements. As you know, BlackRock has filed reports with the FDC which lists some of the factors that may determine the results of BlackRock to differ materially from what we say today and additionally, as is also usual, BlackRock assumes no duty and does not and will not undertake to update any such forward-looking statements. With that, let the call begin.

It’s my pleasure to be here to present our third quarter as adjusted results. Our roadmap for shareholder value creation is predicated on three main drivers: generating consistent organic growth; demonstrating the benefits of scale through operating leverage; and systematically returning excess cash flow to our shareholders. We successfully navigated that roadmap again this quarter generating double digit earnings growth. More importantly however, and as you’ll hear in much more detail from Larry in a moment, BlackRock has never been better positioned to meet the needs of our clients. Our global reach, unique blend of active and indexed offerings, strong overall investment performance, risk management and analytics capabilities, and One BlackRock culture differentiate us today in the asset management industry. BlackRock delivered third quarter earnings per share of $5.21, up 34% compared to a year ago. Revenue rose 15% to $2.8 billion and operating income was $1.2 billion, 24% higher on a year-over-year basis. Non-operating results reflected a $43 million increase in the market value of our seed and co-investments largely driven by mortgage, private equity, and credit related investments. Our GAAP tax rate for the quarter was 20.2% reflecting discreet benefits primarily due to the resolution of certain outstanding tax matters related to the acquisition of BGI. In connection with that transaction, BlackRock recorded a $50 million indemnification asset for unrecognized tax benefits. Given the resolution of these matters, we recorded $50 million of G&A expense to reflect a reduction of the indemnification asset and an offsetting $50 million GAAP tax benefit. Both the $50 million G&A expense and the $50 million tax benefit have been excluded from our as adjusted results. Our 26.2% as adjusted tax rate for the third quarter also benefited from $34 million of discreet tax benefits. We continue to estimate that 29% is a…

Thank you Gary. Good morning everyone and thank you for joining the call. We’ve seen some meaningful shifts in market dynamics since we spoke last quarter. Divergent monetary policy, changes in global economic growth expectations, and heightened geopolitical unrest all impacted the investment landscape and resulted in higher volatility in both asset prices and currencies in the past few weeks. That volatility is likely to continue as conflicting central bank policies and questions about the timing and magnitude of US interest rates hikes, led to an ongoing market uncertainty. Investors are also questioning whether the ECB’s recent efforts will be enough to reinvigorate the economy and stave off deflation. I believe it’s going to take longer to stabilize Europe than many think and we are likely to see an aggressive ECB behavior for a long time. It is in these times of volatility and uncertainty that clients turn to BlackRock for answers and we’re having more conversations with our clients that are deeper and more meaningful conversations than ever before. Clients are turning to BlackRock because of our platform that we built over the past 26 years as a result of a comprehensive and deliberate process focused on culture, technology, and talent. Our platform is built on the foundation of our One BlackRock culture, a belief in putting our clients first in all that we do and managing risk better and more thoroughly than any other asset manager in the world. We built Aladdin with this in mind, to create a premier risk management and technology platform that allows everyone at BlackRock to speak a common language. BlackRock doesn’t eliminate risk but it helps us to create an environment where our team is constantly aware of the risks and we are connected across the firm worldwide to optimize these results.…

(Operator Instructions) Your first question is from the line of Robert Lee with KBW. Robert Lee – Keefe, Bruyette & Woods, Inc.: I wanted to ask a question on the alternatives business and I think Gary, you mentioned in your comments that you obviously had some realizations, returned some capital, and also had maybe some outflows from discreet hedge funds. But if you look at that business it’s pretty sizeable, it’s a hundred odd billion and that’s one place that despite the success you’ve had across the firm where flows have continued to be kind of break-evenish despite the size. Can you maybe give us a little bit more color on underneath the business, kind of maybe which strategies are having kind of the flow issues or some of the puts and takes, if you will, that are going on behind it?

I’m going to open it up and then I’ll let Gary really get into some of the details. We are very excited about our flows and the situation we have in alternatives. We have returned some large pools of money back to our investors. We had huge [inaudible] mortgage strategies that we liquidated in July that were quite successful to our investors and so that is a decline in our assets. But in our illiquid strategies we do not put those assets under AUM until those monies are invested. So we have a firm commitment for those monies, and that’s now totaling $7 billion of flows over the last few years and they continue to grow, and we put those monies to work over the course of the next several years. So in reality, we are recycling our alternatives strategy quite successfully and I believe the momentum is accelerating towards more opportunities for BlackRock in the hedge fund arena. I’ll let Gary go into some specifics, but the macro number masks the successes we’ve been having.

Rob, no one would like this to be a little cleaner and simpler to understand than I would and we spend a lot of time on it. But we’ve got about $113 billion of total alts of which we classify $88 billion of those effectively as core and we strip out currency and commodities from that when we think about the core business. I think obviously, as Larry mentioned, return on capital, it does complicate the matter a little bit. I mean, obviously, this quarter alone we had return on capital of a little over a billion which effectively matched about a little less than a billion of new commitments that we raised in the current quarter. Year-to-date, our return of capital is about $2.8 billion and that was again versus last year where it was close to $3 billion. It’s clear that over the last two years, I guess since the beginning of ’13 and Larry mentioned we’ve raised about $9 billion in commitments and I think, you know, candidly we’re looking for the right opportunities. In a perfect world perhaps we would have invested some of that money a little quicker to basically match the timing better. But you know obviously, we’re not going to put client interests behind what happens in our core flows in terms of return on capital versus putting the assets in the ground. It also is impacted by a lot of ins and outs which, you know, is frankly the same phenomena that impacts some of our institutional index business. But, if we basically look excluding the return on capital, and I know this is a little unfair, but if we effectively exclude kind of one larger hedge fund that has frankly been a little more challenged in the last year or so…

I think you’ve identified a great growth opportunity for us. A, on the DC land, managers are entrenched until they’re not. We have had a historically very strong presence in the DC side in the index equity and target date products and so we have great relationships and now because of our strong performance and breadth in our fixed income, we have an incredible chance now to leverage those relationships and indeed we are indeed winning more wins in the DC side and we do believe this is going to be a great opportunity. In addition, as people think about fixed income especially on the DC side, we are seeing evidence of people moving out of a total return type of product into a more unconstrained strategies too so this is going to be an opportunity for us in the coming years.

Your next question is from the line of Ken Worthington with JP Morgan. Kenneth Worthington – JP Morgan: Topic de jour, a lot of the intermediate term investment dollars in motion – so first to what extent do certain categories of institutional investors already have so much money managed by BlackRock that it’s hard for them to invest more with you? By following up with Rob in DC, you’re doing so well on iShares in the DC channel, does that somehow constrain you on the fixed income side for example, or are there other categories?

Ken, we have not seen one example where our scale and our presence with our clients are being impacted. We actually won some business from one client already in the DC side where when we did the BGI merger they were concerned about our large presence within their plans. Over the course of the years they’ve become accustomed to our large presence and they’ve indeed since then awarded us more business. Well, we’ve been awarded more business again from them. So we’re not seeing any evidence of that at the moment. I think importantly, more and more clients are separating the amount of business we have in beta products versus alpha products so I think we’re in a very good position now to take on a larger share of wallet with more clients. Kenneth Worthington – JP Morgan: Then money in motion again, it seems to be going into cash, short term bond, intermediate term bond currently, what asset categories do you think are best positioned over the next year? So for example when capital had its issues you had money go out of equities actually go into PIMCO and into fixed income so there was a big switch. What categories do you think are best positioned over the next year or plus?

Where are you identifying the flows? Are you doing it in the mutual area? What people can’t see is what’s going on on the institutional side and let me just highlight the institutional side. On the institutional side, generally consultants determine how given managers are perceived and if there’s changes in perception there’s money in motion. That’s a slow process, in some cases it’s going to take quarters, maybe even a year. But we have had more buy recommendations added to BlackRock in the last few months mainly because of our five year success in performance. So much of it had to do with the timing of our success. There is not a single event that is stimulating some of this it is just because the consistency of our positioning in fixed income and obviously because the events that you’re alluding to there’s been more change. We are seeing more opportunities over the next quarters and years of money in motion into various fixed income strategies. What we are seeing more and more clients looking at, they’re looking for outcomes, they’re looking for solutions. They’re not moving money across asset categories so most of the money, if it is being moved, it’s being moved from one fixed income to another fixed income player and then you’re seeing biases moving. The one area where we’ve just been awarded a big assignment is a big institution that would have been awarding us something in the total return side of fixed income and they determined to award us a large assignment in the unconstrained fixed income. So that’s where we’re seeing the biases change but there is a lot of money in motion going from total return in one shop to another shop and I believe there is quite a bit of movement today in the institutional side that should show up worldwide in the next few quarters.

Your next question comes from Craig Siegenthaler – Credit Suisse. Craig Siegenthaler – Credit Suisse: First just to hit on the margin, the adjusted result of 44.2 looked very strong. I’m just wondering if you can provide some color on the sustainability of this level and it also looks like G&A expenses were a little light driven by FX and there’s always the seasonal G&A trends in 4Q which tends to be higher. So maybe just provide us a little color there and maybe you can help us in terms of what a good go forward range is?

So a couple of things on margins. Obviously, in the context of year-over-year comparisons you obviously have to look at the relevant quarters that you’re comparing and so I think from Q3 to Q3 if you will a couple of things went on. Obviously, we had strong beta from that Q3 to Q3 period which obviously helps drive revenue growth and you saw not only in addition to our organic growth, we actually put up 15% year-over-year revenue growth which is a pretty good number. On the expense side really two things. As you’ve mentioned, one is our G&A clearly was low in the quarter. I think we highlighted sequentially that there was about a $51 million gap which was primarily attributable to the FX remeasurement and lower legal fees and expenses relative to the last quarter where we called them out as being somewhat high. So beta driving one direction, expense driving the other direction and then obviously, as we’ve mentioned both this quarter and last quarter some changes in comp accruals that make quarter-over-quarter comparisons a little less relevant. But mentioning that we really hadn’t changed comp philosophies and so as you look at full year accruals I think that’s a better indicator. Then of course you take all of that and you go into the fourth quarter and I think there’s no question that beta comparisons year-over-year will look much less muted. It was a strong fourth quarter in beta last year. It’s not looking like a very strong fourth quarter this year so that will impact obviously year-over-year comparisons. We mentioned the FX impact so we’re going in with lower spot AUM into the quarter than our average and as you correctly mentioned, in addition to the seasonal uptick in our [MMP] spend which is actually also planned, we’ve got some rougher comparisons on the performance fee because of the opportunistic fees that we booked last year. I think if you take all of that into consideration I would suggest that the 44.2% in the quarter is probably not something we’d be looking to repeat in the fourth quarter and I think as it relates to margin guidance, I think our margin guidance hasn’t changed as it relates to the overall business. Craig Siegenthaler – Credit Suisse: Just a follow up on the management turnover at one of your competitors. We’ve only had three business days in the third quarter result and we only have mutual fund data there but if you could size of the potential opportunity given your good performance, wide product menu across 401k, retail, and then institutional, which one are you more excited about in terms of growth in your active bond business?

It’s still too early to determine how much is going – it’s fair to say there’s a sizeable opportunity. It’s in the 10s of billions of dollars. We’ve seen recent strong momentum but it’s going to play out over quarters and maybe a year and as I said, it’s going to be – in the core fixed income strategies it’s going to be in the unconstrained fixed income strategies. You may see people, and I think there is evidence that you’re seeing some people moving into ETFs and maybe this is as a holding pattern. But I just want to underscore we are seeing this type of flows because of our five years of performance. I just want to remind everybody that we had $48 billion of flows in the first nine months and so we continue to just think it is all about performance, it is all about positioning, it is also because of our strength in beta and alpha products and fixed income. So it is our platform that has also differentiated and our global positioning. But as I said this is a sizeable opportunity and there is increased momentum.

Your next question comes from Luke Montgomery – Sanford Bernstein. Luke Montgomery – Sanford Bernstein: Kind of a big picture question here, you’ve got institutional index strategies contributing just 10% of your revenues but I think those AUM receive about a 40% weight in the conventional calculation for organic growth. So if you exclude those assets I think the organic growth on what I think we might call revenue critical AUM has been ranging between 5% and 7% on a trailing year basis. I don’t know of many asset managers of any size that are flowing at that rate and perhaps I’m wrong, but it really doesn’t seem like that’s reflected in your multiple today. The question is sort in terms of messaging what’s it going to take how investors view your organic growth rate.

Hopefully, you tell everybody. I mean, look it’s a great point, it’s one that you know we have been trying to tell a little bit differently than the way you just stated it both at investor day and even today. We’re trying to basically point to a concept of organic based fee growth being in excess of organic asset growth which is by virtue of stronger growth in our retail and our iShares business, or obviously relative to the institutional business and in particularly institutional index business. I would say that we do give you ways to get there in terms of the disclosure. There’s ways to back that out but I’m mindful that it’s always easier if we do that for you and I think it’s fair that we are always thinking about ways to improve our disclosure and to help investors and analysis better understand our business and we’re actively considering whether or not we should make some changes going into next year. I mean, we do break out on the AUM tables exactly that component of flows and obviously, the beginning balance of our institutional index business so you can actually go ahead and do that and I don’t want to suggest that the institutional index business is not a very important component of the firm, but you’re right to suggest it has lower revenue characteristics than some of our other businesses and that in markets such as this the velocity of those assets tends to be a little bit greater so even though you’re seeing $5 billion of net flows there’s basically significantly more inflows and outflows that happen every quarter to get to that net number. So we take your point, we appreciate it, and we are going to give it a lot more thought as we go into the end of the year. Luke Montgomery – Sanford Bernstein: I think the fee versus AUM basis for presenting organic growth is interesting but maybe it’s just as simple as showing organic growth figure excluding institutional index in your press release. That’s what I might suggest.

I think that’s one way to do it. Though again, that data is there for people who want to figure it out.

I would just also want to say that I don’t want to dismiss the institutional index business and we love it, we think it’s a growth area, we think it’s a very important connector with our clients as I discussed earlier especially on the DC side which is really an institutional component and it’s a connector to so many of our other businesses. That’s the opportunity of it. Obviously, Gary and team will look at how we can better account so you have a better understanding of our growth rates and our revenues. But we don’t want to dismiss a great component of our business.

Your next question comes from Marc Irizarry – Goldman Sachs. Marc Irizarry – Goldman Sachs: Just following up on the organic growth, you know, you are out there with a forecast for 5% organic growth and I just want to get a sense of two things. You’ve constructed that view that you can get to that organic growth rate at some point in time and I think you’ve given us some of the building blocks. Maybe you can just review that but also, what kind of assumptions are embedded in a forecast like that in terms of manager replacement? Obviously, there is a lot of money in motion, some of which you would have expected to be on the fixed income side, but I’m curious also, manager replacement and volatility, how that sort of plays into that forecast and what we should expect?

A great question. Look, 5% when we laid it out was viewed as a target. It’s an aspirational target. We’re very serious about making sure we have strategies, business strategies, and appropriate talent, and making sure that we provide resources for those businesses to get there. We very much still believe in the fact that that is a number we can achieve. We are very much still focused on the three components of that growth with iShares being low double digit growth, retail being high single digit growth and our institutional business being low single digit growth obviously, with faster growing parts of that business offsetting some of the headwinds we face in DB. So, we’re continuing to prosecute the strategy and we still feel incredibly comfortable about that. I would say that it’s not a quarter-to-quarter number for us. It’s basically getting there on a more long term stable basis. We obviously – I’ll come back to the discussion we just had with Luke, which is actually if you strip out some of the more lower fee components which have been a little bit more volatile in recent quarters, one might suggest that we’re already there on a trailing 12 basis for some of those businesses but I’m mindful that’s changing the goal post a little bit and I think in the context, and Rob’s on the phone, he may want to chime in obviously, there are significant amounts of cash yet on the sidelines that when that gets deployed that will actually have an important element to our ability to attract some of those assets. I think we’re still moving forward and we’re holding people accountable to get there and our sincere hope is that we’ll be able to, in the near term, be able to talk about getting there very consistently.

Your next question is from the line of William Katz – Citigroup. William Katz – Citigroup: Just coming back to the money motion discussion [inaudible] very topical, Larry you highlighted sort of the five year track record as being a key differentiating factor for you. Just coming at scale the other way, how important is scale and capacity as well as a consideration for all the consultants as they think about incremental opportunities, maybe perhaps some PIMCO?

As I said earlier Bill, I don’t think CL is a negative, I think CL has proven to be a positive for us and we have plenty of growth opportunities in our unconstrained area. That’s going to be the area where we will ultimately have capacity issues but we have measured that and we have a lot of bandwidth to continue to grow in our unconstrained strategies. This is something we look at with our strategic product management group. This is the group that is trying to design new products and trying to eliminate products that are underwhelming. I think that’s another reason why we are winning so much business in some many different fixed income strategies. I think the highlight is it’s not just the active fixed. We actually won some inactive fixed, and unconstrained fixed, and iShares fixed income. We’re seeing inquiry in our model based fixed. It is the scale and breadth of our fixed income platform across the globe, is the reason why we’re having so much dialog with the consultants worldwide and it is allowing us to be well positioned for that money that is moving.

Your next question comes from Michael Carrier – Bank of America Merrill Lynch. Michael Carrier – Bank of America Merrill Lynch: You guys put a whitepaper out I think a few weeks back just on some of the issues in the fixed income markets and some of the longer term solutions. Just given the recent volatility we’ve seen – I don’t know if you want to call it hiccups but some new issues in terms of liquidity I just want to get your view, I think a lot of the things you guys discuss in terms of the long term fixed makes a lot of sense. Some of those things is just a lot tougher to do in the near term, you know, when we may fax increased volatility and given the amount of assets that have gone into fixed income and the reduced inventory on broker or dealer balance sheets I just want to get your sense what are you guys doing or what can you do to try to protect your investment returns in some of the lack of liquidity in the market which can impact the returns for investors.

I would say overall the markets are performing quite well. There have only been a few circumstances where you’ve seen really [inaudible] type of trading behaviors in the last few months. In any one single day or single week you may have seen some spreads widening but over a course of a two to three month period of time they narrow back. I think there’s been some great consistency across the fixed income market. That said, we are worried about the liquidity in the fixed income markets, especially in the corporate bond area where there is just so many different [inaudible] and so many different issuances and there’s no consistency and importantly this is a big role that the investment bankers and Wall Street play in terms of providing balance sheet and navigating your positioning within the fixed income universe and that balance sheet has been reduced significantly and so it does, at times, present liquidity issues. This is why we have been so loud in stating that we need a more expedient adoption of electronic protocols and markets. I do believe this is one of the areas where regulators need to focus. I spoke about this at an [IMS] session this past weekend, that I think it’s imperative that we focus on this. As the regulators have put more capital demands on banks, by definition the capital markets are playing a larger and larger role in terms of financing corporations and financing different organizations. With that in mind now, we need to be focusing on how to improve the capital markets in making sure they provide a stable, a mechanism for buying and selling securities. We’re in this transition phase right now and the faster and sooner we have this adaptation of electronic trading the sooner we have standardization of some form of corporate bond issuance, and then importantly we need behavioral changes across the board. This is going to take time and so the worry we have is do we have enough time before there’s a true liquidity event that really destabilizes the market. This is why I said in my prepared statement, we need to be working with regulators to make sure we have a more stable trading environment. We are the biggest beneficiaries in the world as the largest asset manager. We benefit when there’s greater liquidity. We need to make sure that our clients believe that investing is safe for them too so this is key. Now, in saying that though, because we are a large client of all the different firms worldwide, if there’s balance sheet that is off or just because of our relationships, we have an advantage but that’s not a lasting type of thing and this is why we are so much in front, whether it’s writing or working with regulators, working with the street to build a more robust electronic market.

Your next question comes from Glenn Schorr of ISI. Glenn Schorr – ISI: Just a follow up question. You mentioned a couple of things impacting on the retail side but the last 12 months your organic growth rates is in like 11%, this quarter it was 4%. I’m curious how much you think of that as more environmental versus maybe talk about some of the successes you’re pushing through on your distribution strategies.

As Gary suggested, we had outflows in high yield, that was environmental. We had outflows in European equities, that was environmental. On the positive side we had inflows in other products. I think it speaks very loudly to our platform. Obviously we want to be beneficiaries of all the areas where there’s going to be inflows but there are going to be periods of time where our client interests are going to be navigating out of those platforms. We also saw even in iShares, in the last few weeks of September we saw large movement out of some European iShares products, European equity iShare products. So this is all environmental. We truly believe we’re penetrating more distribution channels, more [RIA] channels, a broader distribution channel in Europe than ever before and so I think we are in a very good position for whatever is money in motion in the retail channels, we are going to continue to see some elevated growth. We are strengthening our positions across the world. As I talk about our strategic product group we’re evolving our product set so we are responding to the needs of clients and so I feel very good about how we are positioned in retail and iShares and importantly we are going to continue to build our brand and I think we have done a very good job at building brand awareness and now we need to continue to do that and be successful in that. Gary, do you have any more to add to that?

I mean to put some numbers into perspective in terms of European equities, I mean it happens, again maintaining still good three, five year performance there, you know, that cost us close to $4 billion in the quarter in retail in outflows and then high yield again top decile performance and rotation there cost about $1.7 billion, $1.8 billion for the quarter. So if you just think about the magnitude of those two products still with decent performance in fact, some exceptional performance in some cases, that [inaudible] the growth rate just in the quarter alone in those two areas. So the good news is as Larry said, we had continued strength in the EMEA index, we had continued strength in fixed income, continued strength in multi asset, and I think without that there’d be a very different story and that’s part of the diversification and stability story we’re trying to tell.

Ladies and gentlemen we have reached the allotted time for questions. Mr. Fink, do you have any closing remarks?

The last comment Gary just said I think is really key as you think about BlackRock. I think we have a unique business model, a unique culture that is differentiating us and once again allowing us to deliver a strong third quarter. We have never been as well positioned to meet the needs of our clients worldwide and I think clients are turning to us more than ever before because of the consistency over 26 years of a comprehensive and deliberate process of focusing on our culture, our team, our technology, and our talent and I think this is very critical. As I said earlier in my prepared remarks, when we combine our people, and our technology, and our risk management on top of our investment platform and wrap it up with one common BlackRock culture, the totality of the firm comes together and it serves our clients well. I can say in the fourth quarter and going forward we’re going to just be as intently focused on achieving our performance, on strengthening our leadership relationships with our clients, continuation of developing our talent. As Gary said it really well, our highly diversified platform allows our investors to have a greater stability with more consistent growth than any other asset manager and I’ll leave it at that. Thanks everyone. Talk to you at the end of the fourth quarter.

This concludes today’s teleconference. You may now disconnect.