UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 16, 2005 (January 19, 2005)

BLACKROCK, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15305	51-0380803
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

40 East 52nd Street, New York, New York	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 810-5300

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note: This Form 8-K/A amends the Form 8-K of BlackRock, Inc. furnished to the Securities and Exchange Commission on January 19, 2005 in order to furnish the press release attached as Exhibit 99.1 to the previously filed 8-K under Item 2.02 hereunder, and to file a portion of such press release under Item 8.01 hereunder.

Item 2.02. Results of Operations and Financial Condition

On January 19, 2005, BlackRock, Inc. (the “Company”) reported results of operations and financial condition for the three months and year ended December 31, 2004. A copy of the press release issued by the Company is attached as Exhibit 99.1.

Item 8.01 Other Events

BlackRock, Inc. Reports Fourth Quarter and Full Year 2004

Diluted EPS of $0.75 and $2.17, respectively.

Assets under Management at December 31, 2004 total $341.8 Billion.

New York, January 19, 2005 – BlackRock, Inc. (NYSE:BLK) today reported net income for the quarter ended December 31, 2004 of $49.8 million, or $0.75 per diluted share, compared to net income of $41.4 million, or $0.63 per diluted share, earned in the fourth quarter of 2003. Net income for the year ended December 31, 2004 was $143.1 million, or $2.17 per diluted share, compared to net income of $155.4 million, or $2.36 per diluted share, earned during 2003.

As previously announced, fourth quarter 2004 earnings included an income tax benefit of $9.5 million, or $0.14 per diluted share, associated with the release of reserves allocated to the Company’s New York City tax liability due to the receipt of a favorable preliminary audit finding for the 1998-2000 tax years. In addition, earnings for the fourth quarter included $13.4 million of Long-Term Retention and Incentive Plan (LTIP) expense, $3.2 million of underwriter structuring fees for a new closed-end fund and professional fees of $1.0 million associated with the pending acquisition of SSRM Holdings, Inc. (SSR), which, in total, resulted in after-tax charges of $11.2 million, or $0.17 per diluted share.

The Company’s net income for the year ended December 31, 2004 reflects LTIP expense of $104.0 million, or approximately $0.99 per diluted share, and $4.2 million, or approximately $0.04 per diluted share, in charges reflecting the after-tax impact of underwriter structuring fees for a new closed-end fund and professional fees associated with the acquisition of SSR, which were partially offset by New York City and State income tax benefits of $18.1 million, or $0.27 per diluted share and a $0.02 per diluted share benefit related to the sale of the Company’s interest in Trepp LLC during the second quarter of 2004.

Diluted earnings per share, as adjusted (see Table 2), for the quarter and year ended December 31, 2004 were $0.72 and $2.70, respectively, as compared to $0.63 and $2.36 earned for the fourth quarter and year ended December 31, 2003, respectively. Diluted earnings per share, as adjusted, reflects the exclusion of LTIP expense to be funded by a capital contribution of stock by The PNC Financial Services Group (PNC), New York State and City tax benefits, the sale of the Company’s interest in Trepp LLC and professional fees associated with the acquisition of SSR. Growth in diluted earnings per share, as adjusted, during 2004 is primarily due to operating income growth associated with the rise in assets under management (AUM) during the period and an increase in alternative investment product performance fees, partially offset by increased compensation costs and professional fees associated with Sarbanes-Oxley Act compliance activities.

AUM rose $18.3 billion during the quarter to $341.8 billion at December 31, 2004, up 6% from $323.5 billion at the end of the third quarter. For the full year, AUM increased $32.4 billion, or 10%, from $309.4 billion at year-end 2003. During the quarter, new business flows were positive in all asset classes, contributing $12.7 billion of the total increase in AUM. For the full year, net new business totaled $19.6 billion, driven by strong results across client channels worldwide. BlackRock Solutions business remained robust with the addition of eleven net new assignments and a 37% increase in revenues during 2004, and our Advisory Services effort got off to a strong start, winning two assignments in its first year.

Fourth Quarter and Full Year Business Highlights

• Fixed income AUM closed the year at $240.7 billion, up $5.2 billion for the quarter and $26.4 billion for the year ended December 31, 2004. While we continued to attract new fundings in core bond products, strong

2

inflows in targeted duration and global bond mandates helped to further diversify our asset base. While rebalancing flows were not a significant factor in 2004, approximately $7.7 billion of outflows resulted from one client’s implementation of a macro call on the markets and from merger activity impacting a number of other clients. In total, we recorded net new business of $1.3 billion and $15.6 billion during the quarter and full year, respectively. Investment performance remained competitive, with 88% or more of our institutional taxable fixed income composites outperforming their benchmarks and 89% or more of our taxable bond fund assets ranked in the top two Lipper quartiles for the one-, three- and five-year periods ending December 31, 2004.

• Liquidity, or cash management, AUM closed the year up sharply to $78.1 billion. Net new business in all products other than securities lending totaled $11.9 billion and $6.7 billion for the quarter and full year, respectively. Securities lending portfolios experienced outflows of $1.7 billion during the quarter and $3.0 billion throughout the year. Fourth quarter inflows were notable given that the Federal Reserve increased the discount rate in November and December of 2004. We believe that we benefited from enhancements in our portfolio management process, improved competitiveness of our institutional funds, and selective expansion of our sales force and our product line. Although 100% of our institutional money market funds ranked in the top two Lipper quartiles for the one-, three- and five-year periods ending December 31, 2004, we expect flows to remain volatile as the Federal Reserve continues to raise interest rates.

• Equity AUM ended the year at $14.8 billion, up 17% from $12.7 billion at third quarter-end and 8% from $13.7 billion at year-end 2003. Net new business in actively managed domestic equity products (i.e., other than the index fund) totaled $645 million for the quarter and $1.4 billion for the full year. During the year, we successfully launched several new open- and closed-end mutual funds, including the BlackRock Global Energy and Resources Trust, a closed-end fund offered in conjunction with SSR during the fourth quarter. Although outflows in international equities totaled $2.1 billion for the year, the majority occurred during the first half of the year. As performance strengthened, the pace of outflows diminished and selected clients awarded us additional funds and new accounts. We closed the year well-positioned for additional growth, with 77% and 94% of equity mutual fund assets ranked in the top two Lipper quartiles for the year and the fourth quarter, respectively, including BlackRock Select Equity, which was ranked among the ten best performing large cap core equity funds in 2004.

• Alternative investment AUM closed the year at $8.2 billion, up $784 million (11%) versus September 30, 2004 levels and $1.3 billion (18%) year-over-year. Throughout the year, we benefited from a highly robust new product effort. During the fourth quarter, we offered a new collateralized debt obligation, and had first closings for our new real estate mezzanine debt fund and for a credit-oriented fixed income hedge fund. We also continued to attract assets in an absolute return bond product launched earlier this year, as well as in our existing hedge fund and fund of funds offerings. Performance was competitive and strong across most products. Of particular note, our flagship hedge fund of funds reached its five-year anniversary, outperforming the HFRI Fund of Funds Composite index for each of the one-, three- and five-year periods ended December 31, 2004.

• BlackRock Solutions recorded a 37% increase in revenues versus 2003. During the quarter, we added two new risk management assignments and completed two advisory assignments. For the year, we added eleven net new assignments, including three Aladdin® (investment system outsourcing), seven risk management and one advisory mandate. Among these mandates was our first international assignment, opening a previously untapped source of new business for BlackRock Solutions. In addition to the foregoing, our newly formed Advisory Services Group was retained on two assignments during 2004. Although much progress has been made, staffing remains the most critical constraint to the growth of these businesses, and additional investments will be required to sustain our momentum in these products and services.

• New business efforts, which continued to flourish across multiple channels, yielded $12.7 billion of net inflows for the quarter and $19.6 billion for the full year. Led by institutional liquidity investors ($10.4 billion) and tax-exempt institutions ($1.7 billion), net new business was positive in every client channel during the quarter. For the full year, net inflows included $7.5 billion from taxable institutions, $7.0 billon from tax-exempt clients, $5.6 billion from institutional liquidity investors and $2.1 billion from mutual fund investors other than PNC-related clients. Geographically, new business flows evidenced continued growth of our global presence, with $10.0 billion of net fundings from international clients during the year.

3

• We ended 2004 with positive momentum across much of our product line-up. Our pipeline remains robust, with $8.2 billion of wins funded or to be funded since quarter-end and over 250 searches in process across products. In addition, interest in our BlackRock Solutions and Advisory Services offerings remains very high, and multiple opportunities are in development. The combination of strong, competitive performance and exceptional client service remains vital to maintaining our momentum.

Total revenue for the quarter ended December 31, 2004 increased $27.5 million, or 17%, to $188.7 million, compared to $161.2 million for the quarter ended December 31, 2003. Separate account revenue and other income increased by $23.4 million, or 28%, and $5.0 million, or 25%, respectively, which were partially offset by a decrease in mutual funds revenue of $1.0 million, or 2%. The increase in separate account revenue represents a $17.6 million, or 19%, increase in separate account base fees driven by a $25.3 billion, or 11%, increase in AUM, and a $5.8 million increase in performance fees primarily driven by positive performance in the Company’s fixed income hedge fund and real estate products. Other income increased largely due to strong sales in BlackRock Solutions products and services and fees earned by the Company’s Advisory Services Group. Mutual fund revenue decreased primarily due to decreases in average assets in the BlackRock Funds and the BlackRock Liquidity Funds, partially offset by new closed-end funds launched since December 31, 2003, which generated $1.9 billion of additional AUM.

							Variance vs.
	Three months ended December 31,				September 30, 2004		December 31, 2003					September 30, 2004
(Dollar amounts in thousands)	2004		2003				Amount			%		Amount			%
Mutual funds revenue
BlackRock Funds	$	16,937	$	18,865	$	16,289	($	1,928	)	(10.2	)%	$	648		4.0	%
Closed-end Funds		19,191		15,804		17,978		3,387		21.4			1,213		6.7
BlackRock Liquidity Funds		18,986		21,486		19,508		(2,500	)	(11.6	)		(522	)	(2.7	)
Other commingled funds		337		263		298		74		28.1			39		13.1
Total mutual funds revenue		55,451		56,418		54,073		(967	)	(1.7	)		1,378		2.5
Separate accounts revenue
Separate accounts base fees		100,643		83,059		92,943		17,584		21.2			7,700		8.3
Separate accounts performance fees		7,649		1,800		539		5,849		NM			7,110		NM
Total separate accounts revenue		108,292		84,859		93,482		23,433		27.6			14,810		15.8
Total investment advisory and administration fees		163,743		141,277		147,555		22,466		15.9			16,188		11.0
Other income		24,934		19,934		23,444		5,000		25.1			1,490		6.4
Total revenue	$	188,677	$	161,211	$	170,999	$	27,466		17.0	%	$	17,678		10.3	%

NM = Not meaningful

During the fourth quarter of 2004, revenue increased approximately $17.7 million, or 10%, as compared to the third quarter of 2004 primarily due to a $7.7 million increase in separate account base fees due to a $5.0 billion increase in AUM, increased alternative product performance fees of $7.4 million and a $1.2 million increase in closed end fund fees. During the fourth quarter of 2004, new closed-end fund launches resulted in a $0.9 billion increase in AUM.

Total revenue for the year ended December 31, 2004 increased $127.1 million, or 21%, to $725.3 million compared to $598.2 million during the year ended December 31, 2003. Separate account revenue increased by $90.1 million, or 28%, mutual funds revenue increased by $14.8 million, or 7%, and other income increased by $22.2 million, or 32%, compared with the year ended December 31, 2003. The growth in separate account fees primarily consisted of an increase in base fees of $57.4 million, or 18%, reflecting a $25.3 billion, or 11%, increase in AUM and an

4

increase in alternative product performance fees of $32.1 million. The increase in mutual funds revenue was due to a $18.8 million, or 36%, increase in closed-end fund revenue partially offset by a decrease in fees earned from the BlackRock Liquidity Funds of $4.8 million, or 6%. Closed-end fund revenue increased during the period due to several closed-end fund launches during the year, resulting in a $1.5 billion increase in AUM. The reduction in BlackRock Liquidity Funds revenue was the result of a decrease of approximately $2.7 billion in average AUM. Other income increased primarily due to strong sales of BlackRock Solutions products and services and fees earned by the Company’s Advisory Services Group.

	Year ended December 31,				Variance
(Dollar amounts in thousands)	2004		2003		Amount			%
Mutual funds revenue
BlackRock Funds	$	70,066	$	69,361	$	705		1.0	%
Closed-end Funds		71,443		52,685		18,758		35.6
BlackRock Liquidity Funds		78,265		83,035		(4,770	)	(5.7	)
Other commingled funds		1,175		1,055		120		11.4
Total mutual funds revenue		220,949		206,136		14,813		7.2
Separate accounts revenue
Separate accounts base fees		371,068		313,681		57,387		18.3
Separate accounts performance fees		41,606		8,875		32,731		NM
Total separate accounts revenue		412,674		322,556		90,118		27.9
Total investment advisory and administration fees		633,623		528,692		104,931		19.8
Other income		91,688		69,520		22,168		31.9
Total revenue	$	725,311	$	598,212	$	127,099		21.2	%

NM = Not meaningful

Total expense for the quarter ended December 31, 2004 increased $33.4 million, or 34%, to $132.8 million, compared to $99.5 million during the quarter ended December 31, 2003. The increase in expense for the quarter primarily reflects increases of $15.8 million in employee compensation and benefits, $13.4 million in LTIP-related charges and $5.7 million in general and administration expense. Exclusive of LTIP-related charges, total expense for the fourth quarter of 2004 would have increased $20.0 million, or 20%, from 2003. The rise in employee compensation and benefits is primarily attributable to increased salary and benefits expense of $6.6 million, largely due to higher staffing levels, increased incentive compensation due to operating income growth and alternative investment product incentives and $1.7 million in appreciation on Rabbi trust assets associated with the Company’s deferred compensation plans. Appreciation or depreciation on Rabbi trust assets are also reflected in the Company’s investment income. The rise in general and administration expense primarily reflects increased marketing and promotional costs of $4.6 million, or 62%, including $3.2 million in underwriter structuring fees for a new closed-end fund (The BlackRock Global Energy & Resources Trust), and $1.0 million in professional fees associated with the pending acquisition of SSR.

5

	Three months ended						Variance vs.
	December 31,				September 30, 2004		December 31, 2003					September 30, 2004
(Dollar amounts in thousands)	2004		2003				Amount			%		Amount			%
General and administration expense:
Marketing and promotional	$	11,933	$	7,372	$	7,823	$	4,561		61.9	%	$	4,110		52.5	%
Occupancy		5,774		5,422		6,066		352		6.5			(292	)	(4.8	)
Technology		4,903		5,008		4,771		(105	)	(2.1	)		132		2.8
Other general and administration		14,206		13,287		10,599		919		6.9			3,607		34.0
Total general and administration expense	$	36,816	$	31,089	$	29,259	$	5,727		18.4	%	$	7,557		25.8	%

The $60.5 million decrease in expense from third quarter of 2004 is primarily due to $90.6 million in LTIP-related charges recognized during the third quarter of 2004 versus $13.4 million during the current quarter. Exclusive of LTIP-related charges, total expense for the fourth quarter of 2004 would have increased $16.7 million, or 16%, from the third quarter of 2004 due to a $6.8 million increase in incentive compensation costs, a $4.1 million rise in marketing and promotional costs, primarily consisting of $3.2 million in underwriter structuring fees for a new closed-end fund, $1.8 million in increased appreciation on Rabbi trust assets associated with the Company’s deferred compensation plans and a $1.6 million rise in professional fees primarily related to the pending acquisition of SSR and Sarbanes-Oxley Act compliance activities.

Total expenses for the year ended December 31, 2004 increased $189.6 million to $559.5 million compared to $369.9 million during the year ended December 31, 2003. The increase was primarily attributable to $104.0 million in LTIP-related charges recognized during 2004 as well as an increase of $58.2 million, or 25%, in employee compensation and benefits, an increase of $21.4 million, or 20%, in general and administration expense and the recognition of a $6.1 million impairment of an acquired management contract during 2004. Exclusive of LTIP-related charges and the impairment charge, total expense for 2004 would have increased $79.5 million, or 21%, from 2003. The rise in employee compensation expense reflects increased incentive compensation of $30.8 million and a $26.2 million rise in salaries and benefits largely due to higher staffing levels to support Company growth particularly in BlackRock Solutions. General and administration expense rose during the period due to a $9.6 million, or 34%, increase in marketing and promotional expense largely related to new closed-end issuance, higher professional fees of $5.2 million for legal and accounting services related to mutual fund regulatory inquiries, Sarbanes-Oxley Act compliance activities and the acquisition of SSR and a $3.1 million increase in subadvisory fees primarily related to performance fees earned on a collaterized debt obligation during 2004.

6

	Year ended December 31,				Variance
(Dollar amounts in thousands)	2004		2003		Amount		%
General and administration expense:
Marketing and promotional	$	37,602	$	28,052	$	9,550	34.0	%
Occupancy		23,407		22,033		1,374	6.2
Technology		18,835		18,544		291	1.6
Other general and administration		48,894		38,704		10,190	26.3
Total general and administration expense	$	128,738	$	107,333	$	21,405	19.9	%

Fourth quarter operating income of $55.8 million, which included $13.4 million of LTIP expense, $3.2 million of underwriter structuring fees on a new closed-end fund, $1.0 million of SSR acquisition costs and a $1.7 million increase in appreciation on Rabbi trust assets, declined $6.0 million from the $61.8 million earned in 2003.

Operating income for the year ended December 31, 2004 of $165.8 million, which included $104.0 million of LTIP expense, $3.2 million of underwriter structuring fees on a new closed-end fund, $1.0 million of SSR acquisition costs and a $1.3 million increase in appreciation on Rabbi trust assets, declined $62.5 million from the $228.3 million earned in 2003.

Non-operating income for the quarter ended December 31, 2004 increased $2.4 million as compared to the fourth quarter of 2003 primarily due to increased appreciation on Rabbi trust assets associated with the Company’s deferred compensation plans of $1.7 million and increased securities gains of $0.5 million during the period. During the fourth quarter of 2004, non-operating income increased $2.0 million as compared to the third quarter of 2004 largely due to a $1.8 million increase in appreciation on Rabbi trust assets associated with the Company’s deferred compensation plans. For the year ended December 31, 2004, non-operating income increased $12.0 million compared to the prior year primarily due to the recognition of a $12.9 million gain on the sale of the Company’s interest in Trepp LLC during 2004 partially offset by decreased securities gains and investment income.

# # #

7

TABLE 1

BlackRock, Inc.

Financial Highlights

(Dollar amounts in thousands, except share data)

(unaudited)

	Three months ended									Variance vs.
	December 31,						September 30, 2004			December 31, 2003					September 30, 2004
	2004			2003						Amount			%		Amount			%
Total revenue	$	188,677		$	161,211		$	170,999		$	27,466		17	%	$	17,678		10	%
Total expense	$	132,851		$	99,457		$	193,375		$	33,394		34	%	$	(60,524	)	-31	%
Operating income (loss)	$	55,826		$	61,754		$	(22,376	)	$	(5,928	)	-10	%	$	78,202		NM
Net income (loss)	$	49,752		$	41,355		$	(9,814	)	$	8,397		20	%	$	59,566		NM
Diluted earnings (loss) per share	$	0.75		$	0.63		$	(0.15	)	$	0.12		19	%	$	0.90		NM
Diluted earnings per share, as adjusted (a)	$	0.72		$	0.63		$	0.56		$	0.09		14	%	$	0.16		29	%
Average diluted shares outstanding		66,229,527			65,634,589			63,676,776			594,938		1	%		2,552,751		4	%
Operating margin (b)		38.1	%		40.9	%		32.0	%
Assets under management ($ in millions)	$	341,760		$	309,356		$	323,465		$	32,404		10	%	$	18,295		6	%

	Year ended December 31,						Variance
	2004			2003			Amount			%
Total revenue	$	725,311		$	598,212		$	127,099		21	%
Total expense	$	559,513		$	369,936		$	189,577		51	%
Operating income	$	165,798		$	228,276		$	(62,478	)	-27	%
Net income	$	143,141		$	155,402		$	(12,261	)	-8	%
Diluted earnings per share	$	2.17		$	2.36		$	(0.19	)	-8	%
Diluted earnings per share, as adjusted (a)	$	2.69		$	2.36		$	0.34		14	%
Average diluted shares outstanding		65,960,473			65,860,368			100,105		0	%
Operating margin (b)		36.9	%		40.9	%
Assets under management ($ in millions)	$	341,760		$	309,356		$	32,404		10	%

NM - Not meaningful.

(a) All required disclosures for this non-GAAP measure have been included at Table 2.

(b) Operating income, adjusted for LTIP expense and appreciation on Rabbi trust assets, 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									Year ended December 31,
	December 31,						September 30, 2004
	2004			2003						2004			2003
Operating income (loss), GAAP basis	$	55,826		$	61,754		$	(22,376	)	$	165,798		$	228,276
Add back: LTIP expense		13,393			—			90,606			103,999			—
Less: BlackRock’s LTIP funding requirement		(2,411	)		—			(16,481	)		(18,892	)		—
Add back: appreciation on Rabbi trust assets		2,081			362			267			4,479			3,141
Operating income, as adjusted		68,889			62,116			52,016			255,384			231,417
Revenue, GAAP basis		188,677			161,211			170,999			725,311			598,212
Less: fund administration and servicing costs		(7,939	)		(9,393	)		(8,277	)		(32,593	)		(32,773	)
Revenue used for operating margin measurement		180,737			151,818			162,722			692,718			565,439
Operating margin, GAAP basis		29.6	%		38.3	%		-13.1	%		22.9	%		38.2	%
Operating margin, as reported		38.1	%		40.9	%		32.0	%		36.9	%		40.9	%

We believe that operating margin, as reported, is an effective indicator of management’s ability to effectively employ the Company’s resources. Appreciation on Rabbi trust assets associated with the Company’s deferred compensation plans has been excluded because investment performance of these assets has a nominal impact on net income. Fund administration and servicing costs have been excluded from operating margin because these costs fluctuate based on the discretion of a third party.

8

TABLE 2

BlackRock, Inc.

Adjusted Diluted Earnings Per Share Quarterly Trend

(Dollar amounts in thousands, except share data)

(unaudited)

Management believes that adjusted earnings per diluted share is an effective indicator of the Company’s profitability and financial performance over time. The LTIP expense associated with awards to be met by PNC’s funding requirement has been excluded from adjusted earnings per diluted share because, exclusive of the impact related to LTIP participants’ put options, these non-cash charges will not impact BlackRock’s book value. The remaining items disclosed below, which have been deemed non-recurring by management, have been excluded from adjusted earnings per diluted share to help ensure the comparability of this information to prior reporting periods.

2004	Quarter
	1st							2nd							3rd
	As reported		Non-GAAP Adjustments			As adjusted		As reported		Non-GAAP Adjustments			As adjusted		As reported			Non-GAAP Adjustments			As adjusted
Revenues	$	181,823	$	—		$	181,823	$	183,812	$	—		$	183,812	$	170,999		$	—		$	170,999
Expenses
Compensation and benefits		66,069		—			66,069		81,618		(7,004	)(b)		74,614		64,950			—			64,950
Long Term Retention and Incentive Plan		—		—			—		—		—			—		90,606			(74,125	)(c)		16,481
Other		45,987		—			45,987		39,613		—			39,613		37,819			—			37,819
Total		112,056		—			112,056		121,231		(7,004	)		114,227		193,375			(74,125	)		119,250
Operating income (loss)		69,767		—			69,767		62,581		7,004			69,585		(22,376	)		74,125			51,749
Nonoperating income (loss)		5,813		—			5,813		15,488		(12,947	)(b)		2,541		5,682			—			5,682
Income taxes		20,089		8,659	(a)		28,748		26,521		(1,459	)(e)		25,062		(7,265	)		27,426	(e)		20,161
											—	(a)
Minority interest		284		—			284		3,552		(2,912	)(b)		640		385			—			385
Net income (loss)	$	55,207	$	(8,659	)	$	46,548	$	47,996	$	(1,572	)	$	46,424	$	(9,814	)	$	46,699		$	36,885
Diluted earnings (loss) per share	$	0.84	$	(0.13	)	$	0.71	$	0.73	$	(0.02	)	$	0.71	$	(0.15	)	$	0.71		$	0.56
Diluted shares outstanding		65,807,605					65,807,605		65,766,979					65,766,979		63,676,776			2,303,856	(f)		65,980,632

2004	Quarter
	4th							Total
	As reported		Non-GAAP Adjustments			As adjusted		As reported		Non-GAAP Adjustments			As adjusted
Revenues	$	188,677	$	—		$	188,677	$	725,311	$	—		$	725,311
Expenses
Compensation and benefits		74,502		—			74,502		287,139		(7,004	)		280,135
Long Term Retention and Incentive Plan		13,393		(10,982	)(c)		2,411		103,999		(85,107	)		18,892
Other		44,956		(1,000	)(d)		43,956		168,375		(1,000	)		167,375
Total		132,851		(11,982	)		120,869		559,513		(93,111	)		466,402
Operating income (loss)		55,826		11,982			67,808		165,798		93,111			258,909
Nonoperating income (loss)		7,657		—			7,657		34,640		(12,947	)		21,693
Income taxes		12,919		9,545	(a)		26,837		52,264		48,544			100,808
				4,373	(e)
Minority interest		812		—			812		5,033		(2,912	)		2,121
Net income (loss)	$	49,752	$	(1,936	)	$	47,816	$	143,141	$	34,532		$	177,673
Diluted earnings (loss) per share	$	0.75	$	(0.03	)	$	0.72	$	2.17	$	0.52		$	2.69
Diluted shares outstanding		66,229,527					66,229,527		65,960,473					65,960,473

2003	Quarter
	1st						2nd						3rd
	As reported		Non-GAAP Adjustments		As adjusted		As reported		Non-GAAP Adjustments		As adjusted		As reported			Non-GAAP Adjustments		As adjusted
Revenues	$	142,751	$	—	$	142,751	$	143,906	$	—	$	143,906	$	150,344		$	—	$	150,344
Expenses
Compensation and benefits		55,386		—		55,386		55,819		—		55,819		58,956			—		58,956
Other		33,299		—		33,299		33,285		—		33,285		33,734			—		33,734
Total		88,685		—		88,685		89,104		—		89,104		92,690			—		92,690
Operating income		54,066		—		54,066		54,802		—		54,802		57,654			—		57,654
Nonoperating income		3,365		—		3,365		8,082		—		8,082		5,934			—		5,934
Income taxes		22,111		—		22,111		24,210		—		24,210		23,579			—		23,579
Minority interest		—		—		—		—		—		—		(44	)		—		(44	)
Net income	$	35,320	$	—	$	35,320	$	38,674	$	—	$	38,674	$	40,053		$	—	$	40,053
Diluted earnings per share	$	0.54	$	—	$	0.54	$	0.58	$	—	$	0.58	$	0.61		$	—	$	0.61

2003	Quarter
	4th						Total
	As reported		Non-GAAP Adjustments		As adjusted		As reported		Non-GAAP Adjustments		As adjusted
Revenues	$	161,211	$	—	$	161,211	$	598,212	$	—	$	598,212
Expenses
Compensation and benefits		58,744		—		58,744		228,905		—		228,905
Other		40,713		—		40,713		141,031		—		141,031
Total		99,457		—		99,457		369,936		—		369,936
Operating income		61,754		—		61,754		228,276		—		228,276
Nonoperating income		5,245		—		5,245		22,626		—		22,626
Income taxes		25,347		—		25,347		95,247		—		95,247
Minority interest		297		—		297		253		—		253
Net income	$	41,355	$	—	$	41,355	$	155,402	$	—	$	155,402
Diluted earnings per share	$	0.63	$	—	$	0.63	$	2.36	$	—	$	2.36

Notes to table:

(a) Tax benefits related to resolution of New York State and New York City tax audits.

(b) Impact related to the Company’s sale of its equity interest in Trepp LLC.

(c) Incentive compensation related to PNC’s LTIP funding requirement.

(d) One time charges related to SSR acquisition.

(e) Tax impact of all pre tax income adjustments.

(f) Antidilutive common stock equivalents by virtue of the Company’s net loss during the period.

9

TABLE 3

BlackRock, Inc.

Condensed Consolidated Statements of Income

(Dollar amounts in thousands, except share data)

(unaudited)

	Three months ended								Year ended
	December 31, 2004			December 31, 2003			% Change		December 31, 2004			December 31, 2003			% Change
Revenue
Investment advisory and administration fees
Mutual funds	$	55,451		$	56,418		(1.7	)%	$	220,949		$	206,136		7.2	%
Separate accounts		108,292			84,859		27.6			412,674			322,556		27.9
Total investment advisory and administration fees		163,743			141,277		15.9			633,623			528,692		19.8
Other income		24,934			19,934		25.1			91,688			69,520		31.9
Total revenue		188,677			161,211		17.0			725,311			598,212		21.2
Expense
Employee compensation and benefits		74,502			58,744		26.8			287,139			228,905		25.4
Long-Term Retention and Incentive Plan		13,393			—		NM			103,999			—		NM
Fund administration and servicing costs
Affiliates		4,100			6,699		(38.8	)		18,342			26,949		(31.9	)
Other		3,839			2,694		42.5			14,251			5,824		144.7
General and administration		36,816			31,089		18.4			128,738			107,333		19.9
Amortization of intangible assets		201			231		(13.0	)		947			925		2.4
Impairment of intangible assets		—			—		0.0			6,097			—		NM
Total expense		132,851			99,457		33.6			559,513			369,936		51.2
Operating income		55,826			61,754		(9.6	)		165,798			228,276		(27.4	)
Non-operating income (expense)
Investment income		7,824			5,497		42.3			35,475			23,349		51.9
Interest expense		(167	)		(252	)	(33.7	)		(835	)		(723	)	15.5
		7,657			5,245		46.0			34,640			22,626		53.1
Income before income taxes and minority interest		63,483			66,999		(5.2	)		200,438			250,902		(20.1	)
Income taxes		12,919			25,347		(49.0	)		52,264			95,247		(45.1	)
Income before minority interest		50,564			41,652		21.4			148,174			155,655		(4.8	)
Minority interest		812			297		NM			5,033			253		NM
Net income	$	49,752		$	41,355		20.3		$	143,141		$	155,402		(7.9	)
Weighted-average shares outstanding
Basic		63,676,069			64,072,611		(0.6	)%		63,688,955			64,653,352		(1.5	)%
Diluted		66,229,527			65,634,589		0.9	%		65,960,473			65,860,368		0.2	%
Earnings per share
Basic	$	0.78		$	0.65		20.0	%	$	2.25		$	2.40		(6.3	)%
Diluted	$	0.75		$	0.63		19.0	%	$	2.17		$	2.36		(8.1	)%
Dividends paid per share	$	0.25		$	0.20		25.0	%	$	1.00		$	0.40		NM

NM - Not meaningful.

10

TABLE 4

BlackRock, Inc.

Condensed Consolidated Statements of Financial Condition

(Dollar amounts in thousands)

(unaudited)

	December 31, 2004		December 31, 2003
Assets
Cash and cash equivalents	$	457,673	$	315,941
Accounts receivable		165,342		127,316
Investments		227,497		234,923
Property and equipment, net		93,701		87,006
Intangible assets, net		184,110		192,079
Other assets		16,912		9,958
Total assets	$	1,145,235	$	967,223
Liabilities, minority interest and stockholders’ equity
Accrued compensation	$	207,352	$	172,447
Long-Term Retention and Incentive Plan		103,999		—
Accounts payable and accrued liabilities		30,817		60,098
Acquired management contract obligation		4,810		5,736
Other liabilities		12,736		14,395
Total liabilities		359,714		252,676
Minority interest		17,169		1,239
Stockholders’ equity		768,352		713,308
Total liabilities, minority interest and stockholders’ equity	$	1,145,235	$	967,223

11

TABLE 5

BlackRock, Inc.

Consolidated Statements of Cash Flows

(Dollar amounts in thousands)

(unaudited)

	Year ended December 31,
	2004			2003
Cash flows from operating activities
Net income	$	143,141		$	155,402
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		20,686			21,366
Impairment of intangible assets		6,097			—
Minority interest		5,033			220
Stock-based compensation		11,947			6,351
Deferred income taxes		(25,149	)		(2,311	)
Tax benefit from stock-based compensation		3,424			6,506
Net gain on investments		(13,636	)		(2,961	)
Changes in operating assets and liabilities:
Increase in accounts receivable		(27,040	)		(13,198	)
Increase in investments, trading		(9,692	)		(22,057	)
Decrease in receivable from affiliates		13,040			200
Increase in other assets		(4,160	)		(540	)
Increase in accrued compensation		34,905			5,493
Increase in Long-Term Retention and Incentive Plan		103,999			—
Increase (decrease) in accounts payable and accrued liabilities		(30,539	)		23,193
Increase (decrease) in other liabilities		(698	)		1,931
Cash provided by operating activities		231,358			179,595
Cash flows from investing activities
Purchase of property and equipment		(25,592	)		(13,453	)
Purchase of investments		(97,636	)		(181,671	)
Sale of investments		192,254			184,405
Deemed cash contribution upon consolidation of VIE		6,412			—
Consolidation of sponsored investment funds		(68,337	)		—
Acquisitions, net of cash acquired		(74	)		(8,930	)
Cash provided by (used in) investing activities		7,027			(19,649	)
Cash flows from financing activities
Issuance of class A common stock		—			623
Dividends paid		(63,657	)		(25,614	)
Distributions paid to minority interest holders		(5,797	)		—
Subscriptions to consolidated sponsored investment funds		12,978			—
Purchase of treasury stock		(57,607	)		(83,418	)
Reissuance of treasury stock		15,369			6,915
Acquired management contract obligation payment		(926	)		(842	)
Cash used in financing activities		(99,640	)		(102,336	)
Effect of exchange rate changes on cash and cash equivalents		2,987			3,097
Net increase in cash and cash equivalents		141,732			60,707
Cash and cash equivalents, beginning of year		315,941			255,234
Cash and cash equivalents, end of year	$	457,673		$	315,941

12

TABLE 6

BlackRock, Inc.

Assets Under Management

(Dollar amounts in millions)

(unaudited)

	December 31,
	2004			2003
All Accounts
Fixed income	$	240,709		$	214,356
Liquidity		78,057			74,345
Equity		14,792			13,721
Alternative investment products		8,202			6,934
Total	$	341,760		$	309,356
Separate Accounts
Fixed income	$	216,070		$	190,432
Liquidity		7,360			5,855
Liquidity-Securities lending		6,898			9,925
Equity		9,397			9,443
Alternative investment products		8,202			6,934
Subtotal		247,927			222,589
Mutual Funds
Fixed income		24,639			23,924
Liquidity		63,799			58,565
Equity		5,395			4,278
Subtotal		93,833			86,767
Total	$	341,760		$	309,356
Component Changes in Assets Under Management (Dollar amounts in millions) (unaudited)
	Year ended December 31,
	2004			2003
All Accounts
Beginning assets under management	$	309,356		$	272,841
Net subscriptions		19,624			22,468
Market appreciation		12,780			14,047
Ending assets under management	$	341,760		$	309,356
% of Change in AUM from net subscriptions		60.6	%		61.5	%
Separate Accounts
Beginning assets under management	$	222,589		$	183,513
Net subscriptions		12,918			26,540
Market appreciation		12,420			12,536
Ending assets under management		247,927			222,589
Mutual Funds
Beginning assets under management		86,767			89,328
Net subscriptions (redemptions)		6,706			(4,072	)
Market appreciation		360			1,511
Ending assets under management		93,833			86,767
Total	$	341,760		$	309,356

13

BlackRock, Inc.

Assets Under Management

Quarterly Trend

(Dollar amounts in millions)

(unaudited)

	2003			2004												Year ended
	December 31			March 31			June 30			September 30			December 31			December 31, 2004
Separate Accounts
Fixed Income
Beginning assets under management	$	156,574		$	190,432		$	202,055		$	199,762		$	211,075		$	190,432
Net subscriptions		24,113			7,141			1,365			5,201			1,121			14,828
Market appreciation (depreciation)		9,745			4,482			(3,658	)		6,112			3,874			10,810
Ending assets under management		190,432			202,055			199,762			211,075			216,070			216,070
Liquidity
Beginning assets under management		5,491			5,855			6,304			6,896			7,703			5,855
Net subscriptions (redemptions)		327			446			591			787			(362	)		1,462
Market appreciation		37			3			1			20			19			43
Ending assets under management		5,855			6,304			6,896			7,703			7,360			7,360
Liquidity-Securities lending
Beginning assets under management		6,433			9,925			8,479			8,771			8,636			9,925
Net subscriptions (redemptions)		3,492			(1,446	)		292			(135	)		(1,738	)		(3,027	)
Ending assets under management		9,925			8,479			8,771			8,636			6,898			6,898
Equity
Beginning assets under management		9,736			9,443			9,003			8,790			8,129			9,443
Net subscriptions (redemptions)		(2,920	)		(684	)		(195	)		(748	)		31			(1,596	)
Market appreciation (depreciation)		2,627			244			(18	)		87			1,237			1,550
Ending assets under management		9,443			9,003			8,790			8,129			9,397			9,397
Alternative investment products
Beginning assets under management		5,279			6,934			6,342			6,626			7,418			6,934
Net subscriptions (redemptions)		1,528			(486	)		220			851			665			1,251
Market appreciation (depreciation)		127			(106	)		64			(59	)		118			17
Ending assets under management		6,934			6,342			6,626			7,418			8,202			8,202
Total Separate Accounts
Beginning assets under management		183,513			222,589			232,183			230,845			242,961			222,589
Net subscriptions (redemptions)		26,540			4,971			2,273			5,956			(283	)		12,918
Market appreciation (depreciation)		12,536			4,623			(3,611	)		6,160			5,248			12,420
Ending assets under management	$	222,589		$	232,183		$	230,845		$	242,961		$	247,927		$	247,927
Mutual Funds
Fixed Income
Beginning assets under management	$	19,012		$	23,924		$	24,742		$	23,780		$	24,460		$	23,924
Net subscriptions (redemptions)		4,295			598			(264	)		270			197			801
Market appreciation (depreciation)		617			220			(698	)		410			(18	)		(86	)
Ending assets under management	$	23,924			24,742			23,780			24,460			24,639			24,639
Liquidity
Beginning assets under management		66,588			58,565			58,986			50,276			51,498			58,565
Net subscriptions (redemptions)		(8,035	)		420			(8,710	)		1,222			12,309			5,241
Market appreciation (depreciation)		12			1			—			—			(8	)		(7	)
Ending assets under management		58,565			58,986			50,276			51,498			63,799			63,799
Equity
Beginning assets under management		3,728			4,278			4,761			4,753			4,546			4,278
Net subscriptions (redemptions)		(332	)		351			4			(146	)		455			664
Market appreciation (depreciation)		882			132			(12	)		(61	)		394			453
Ending assets under management	$	4,278		$	4,761		$	4,753		$	4,546		$	5,395		$	5,395

14

BlackRock, Inc.

Assets Under Management

Quarterly Trend

(Dollar amounts in millions)

(unaudited)

	2003			2004											Year ended December 31, 2004
	December 31			March 31		June 30			September 30			December 31
Mutual Funds
BlackRock Funds
Beginning assets under management	$	18,115		$	18,354	$	18,985		$	16,603		$	16,305		$	18,354
Net subscriptions (redemptions)		(523	)		427		(2,110	)		(391	)		60			(2,014	)
Market appreciation (depreciation)		762			204		(272	)		93			340			365
Ending assets under management		18,354			18,985		16,603			16,305			16,705			16,705
BlackRock Global Series
Beginning assets under management		211			838		1,026			1,293			1,299			838
Net subscriptions (redemptions)		521			181		275			(21	)		(117	)		318
Market appreciation (depreciation)		106			7		(8	)		27			41			67
Ending assets under management		838			1,026		1,293			1,299			1,223			1,223
BlackRock Liquidity Funds
Beginning assets under management		59,576			52,870		53,159			45,854			47,087			52,870
Net subscriptions (redemptions)		(6,706	)		289		(7,305	)		1,233			11,374			5,591
Market depreciation		—			—		—			—			(8	)		(8	)
Ending assets under management		52,870			53,159		45,854			47,087			58,453			58,453
Closed End
Beginning assets under management		10,771			13,961		14,552			14,233			14,895			13,961
Net subscriptions		2,547			449		111			433			520			1,513
Market appreciation (depreciation)		643			142		(430	)		229			(5	)		(64	)
Ending assets under management		13,961			14,552		14,233			14,895			15,410			15,410
Other Commingled Funds
Beginning assets under management		655			744		767			826			918			744
Net subscriptions		89			23		59			92			1,124			1,298
Ending assets under management		744			767		826			918			2,042			2,042
Total Mutual Funds
Beginning assets under management		89,328			86,767		88,489			78,809			80,504			86,767
Net subscriptions (redemptions)		(4,072	)		1,369		(8,970	)		1,346			12,961			6,706
Market appreciation (depreciation)		1,511			353		(710	)		349			368			360
Ending assets under management	$	86,767		$	88,489	$	78,809		$	80,504		$	93,833		$	93,833

15

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 hereunto duly authorized.

	BlackRock, Inc.
	(Registrant)
	By:	/s/ Robert P. Connolly
Date: February 16, 2005		Robert P. Connolly
		Managing Director, General Counsel and Secretary

Exhibit Index

No.	Description
99.1	Press Release dated January 19, 2005.