Obligation BlackStone 1.9% ( US09247XAR26 ) en USD

BlackStone

100 % ▲

Etas-Unis

US09247XAR26 ( en USD )

1.9% par an ( paiement semestriel )

28/01/2031

Prospectus brochure de l'obligation BlackRock US09247XAR26 en USD 1.9%, échéance 28/01/2031

2 000 USD

1 250 000 000 USD

09247XAR2

AA- ( Haute qualité )

Aa3 ( Haute qualité )

28/07/2025 ( Dans 27 jours )

BlackRock est la plus grande société de gestion d'actifs au monde, offrant une gamme de services d'investissement à des clients institutionnels et particuliers, incluant la gestion de portefeuilles, l'échange de fonds négociés en bourse (ETF) et des solutions technologiques pour les marchés financiers.

L'Obligation émise par BlackStone ( Etas-Unis ) , en USD, avec le code ISIN US09247XAR26, paye un coupon de 1.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/01/2031

L'Obligation émise par BlackStone ( Etas-Unis ) , en USD, avec le code ISIN US09247XAR26, a été notée Aa3 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par BlackStone ( Etas-Unis ) , en USD, avec le code ISIN US09247XAR26, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d881635d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-224504
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Proposed
Amount
Aggregate
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price(1)

Registration Fee(1)
1.900% Notes due 2031

$1,250,000,000

99.644%

$1,245,550,000

$161,672.39

(1)
The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 27, 2018)

$1,250,000,000 1.900% Notes due 2031

The notes will bear interest at the rate of 1.900% per year, and mature on January 28, 2031.
Interest on the notes is payable semi-annually on January 28 and July 28 of each year, beginning on July 28, 2020.
The notes will be unsecured and unsubordinated obligations of BlackRock, Inc. and will rank equal in right of payment with each other and with all our
other unsubordinated indebtedness from time to time outstanding. We may redeem the notes, in whole or in part, at any time at the redemption price
described under "Description of the Notes--Optional Redemption of the Notes."
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
Investing in our notes involves risks, including those described in the "Risk Factors" section beginning on page S-6 of
this prospectus supplement and the section entitled "Risk Factors" beginning on page 18 of our Annual Report on
Form 10-K for the year ended December 31, 2019, which is incorporated by reference into this prospectus supplement.

Per Note

Total

Public Offering Price(1)

99.644%
$ 1,245,550,000
Underwriting Discount

0.450%
$
5,625,000
Proceeds, before Expenses, to BlackRock, Inc.

99.194%
$ 1,239,925,000

(1)
Plus accrued interest, if any, from May 6, 2020.
Interest on the notes will accrue from May 6, 2020.
Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company ("DTC") and
https://www.sec.gov/Archives/edgar/data/1364742/000119312520123102/d881635d424b2.htm[4/28/2020 4:37:36 PM]

424B2
its participants, including Clearstream Banking, société anonyme ("Clearstream"), and Euroclear Bank, S.A./N.V. ("Euroclear"), on or about May 6, 2020,
which is the seventh U.S. business day following the date of this prospectus supplement. See "Underwriting--Delayed Settlement" in this prospectus
supplement.

Joint Book-Running Managers

Morgan Stanley

Citigroup

HSBC
Barclays

Credit Suisse

Co-Managers

BBVA

BNP PARIBAS

BofA Securities
Credit Agricole CIB

Deutsche Bank Securities

Goldman Sachs & Co. LLC
ICBC Standard Bank

J.P. Morgan

Loop Capital Markets
US Bancorp

Wells Fargo Securities

Cabrera Capital Markets LLC

CastleOak Securities, L.P.

Great Pacific Securities
Penserra Securities LLC

Siebert Williams Shank

Prospectus Supplement dated April 27, 2020
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-iv
SUMMARY
S-1
RISK FACTORS
S-6
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA
S-8
USE OF PROCEEDS
S-10
CAPITALIZATION
S-11
DESCRIPTION OF THE NOTES
S-12
U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS
S-17
UNDERWRITING
S-20
VALIDITY OF THE NOTES
S-26
EXPERTS
S-26
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
S-27
Prospectus

Page
ABOUT THIS PROSPECTUS

1
BLACKROCK

1
RISK FACTORS

1
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

2
WHERE YOU CAN FIND MORE INFORMATION

3
USE OF PROCEEDS

4
RATIO OF EARNINGS TO FIXED CHARGES

4
DESCRIPTION OF DEBT SECURITIES

4
DESCRIPTION OF CAPITAL STOCK

12
DESCRIPTION OF WARRANTS

19
DESCRIPTION OF SUBSCRIPTION RIGHTS

19
CERTAIN ERISA CONSIDERATIONS

20
https://www.sec.gov/Archives/edgar/data/1364742/000119312520123102/d881635d424b2.htm[4/28/2020 4:37:36 PM]

424B2
SELLING STOCKHOLDERS

21
LEGAL MATTERS

22
EXPERTS

22

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
When used in this prospectus supplement, the terms "BlackRock," "Company," "we," "our" and "us" refer to BlackRock, Inc. and its subsidiaries,
unless otherwise specified.
This document is in two parts. The first part is this prospectus supplement, which contains specific information about us and the terms on which we
are offering and issuing notes. The second part is the accompanying prospectus dated April 27, 2018, which contains and incorporates by reference
important business and financial information about us and other information about the offering.
This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC using a "shelf"
registration process. Under this shelf process, we may, from time to time, sell notes in one or more offerings. This prospectus supplement also adds to,
updates and changes information contained in the accompanying prospectus. You should read both this prospectus supplement and the accompanying
prospectus as well as additional information described under "Where You Can Find More Information and Incorporation By Reference" beginning on page
S-27 of this prospectus supplement before investing in our notes. Generally, when we refer to the prospectus, we are referring to both parts of this
document combined together with additional information described under "Where You Can Find More Information and Incorporation By Reference" on
page S-27.
Before you invest in our notes, you also should carefully read the registration statement (including the exhibits thereto) of which this prospectus
supplement and the accompanying prospectus form a part, this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference herein and therein.
We are responsible for the information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus or
in any free writing prospectus. Neither we nor any of the underwriters have authorized anyone to provide you with different information. We are not, and
the underwriters are not, making an offer to sell our notes in any jurisdiction where the offer or sale is not permitted. You should assume that the
information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein or therein is
accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
PRIIPs Regulation/Prohibition of Sales to EEA and United Kingdom Retail Investors
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA") or the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, "MiFID II"); (ii) a customer within the
meaning of Directive (EU) 2016/97 (as amended or superseded, the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as
amended or superseded, the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA or the United
Kingdom has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA or the United
Kingdom may be unlawful under the PRIIPs Regulation. This prospectus supplement and the accompanying prospectus have been prepared on the basis
that any offer of notes in any member state of the EEA or the United Kingdom will be made pursuant to an exemption under the Prospectus Regulation
from the requirement to publish a prospectus for offers of the notes. This prospectus supplement and the accompanying prospectus are not a prospectus for
the purposes of the Prospectus Regulation.

S-ii
Table of Contents
Notice to Investors in the United Kingdom
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net
worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) persons to whom
an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the
https://www.sec.gov/Archives/edgar/data/1364742/000119312520123102/d881635d424b2.htm[4/28/2020 4:37:36 PM]

424B2
"FSMA")) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). The notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise
acquire such notes will be engaged in only with, relevant persons. This prospectus supplement and its contents are confidential and should not be
distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom. Any person who is not a
relevant person should not act or rely on this prospectus supplement or the accompanying prospectus or any of their contents.

S-iii
Table of Contents
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, and other
statements that BlackRock may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with
respect to BlackRock's future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or
phrases such as "trend," "potential," "opportunity," "pipeline," "believe," "comfortable," "expect," "anticipate," "current," "intention," "estimate,"
"position," "assume," "outlook," "continue," "remain," "maintain," "sustain," "seek," "achieve," and similar expressions, or future or conditional verbs
such as "will," "would," "should," "could," "may" and similar expressions.
BlackRock cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-
looking statements speak only as of the date they are made, and BlackRock assumes no duty to and does not undertake to update forward-looking
statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from
historical performance.
BlackRock has previously disclosed risk factors in its SEC reports. These risk factors and those identified elsewhere in this prospectus supplement,
among others, could cause actual results to differ materially from forward-looking statements or historical performance and include: (1) a pandemic or
health crisis, including the COVID-19 pandemic, and its impact on financial institutions, the global economy or capital markets, as well as BlackRock's
products, clients, vendors and employees, and BlackRock's results of operations, the full extent of which may be unknown; (2) the introduction,
withdrawal, success and timing of business initiatives and strategies; (3) changes and volatility in political, economic or industry conditions, the interest rate
environment, foreign exchange rates or financial and capital markets, which could result in changes in demand for products or services or in the value of
assets under management ("AUM"); (4) the relative and absolute investment performance of BlackRock's investment products; (5) BlackRock's ability to
develop new products and services that address client preferences; (6) the impact of increased competition; (7) the impact of future acquisitions or
divestitures; (8) BlackRock's ability to integrate acquired businesses successfully; (9) the unfavorable resolution of legal proceedings; (10) the extent and
timing of any share repurchases; (11) the impact, extent and timing of technological changes and the adequacy of intellectual property, information and
cyber security protection; (12) attempts to circumvent BlackRock's operational control environment or the potential for human error in connection with
BlackRock's operational systems; (13) the impact of legislative and regulatory actions and reforms, and regulatory, supervisory or enforcement actions of
government agencies relating to BlackRock or The PNC Financial Services Group, Inc. ("PNC"); (14) changes in law and policy and uncertainty pending
any such changes; (15) terrorist activities, international hostilities and natural disasters, which may adversely affect the general economy, domestic and
local financial and capital markets, specific industries or BlackRock; (16) the ability to attract and retain highly talented professionals; (17) fluctuations in
the carrying value of BlackRock's economic investments; (18) the impact of changes to tax legislation, including income, payroll and transaction taxes, and
taxation on products or transactions, which could affect the value proposition to clients and, generally, the tax position of BlackRock; (19) BlackRock's
success in negotiating distribution arrangements and maintaining distribution channels for its products; (20) the failure by a key vendor of BlackRock to
fulfill its obligations to BlackRock; (21) any disruption to the operations of third parties whose functions are integral to BlackRock's exchange-traded
funds ("ETF") platform; (22) the impact of BlackRock electing to provide support to its products from time to time and any potential liabilities related to
securities lending or other indemnification obligations; and (23) the impact of problems at other financial institutions or the failure or negative performance
of products at other financial institutions.

S-iv
Table of Contents
SUMMARY
The following summary is qualified in its entirety by the more detailed information included elsewhere or incorporated by reference into this
prospectus supplement or the accompanying prospectus. Because this is a summary, it may not contain all the information that is important to you.
You should read this entire prospectus supplement and the accompanying prospectus, including the information incorporated by reference herein and
therein, before making an investment decision.
https://www.sec.gov/Archives/edgar/data/1364742/000119312520123102/d881635d424b2.htm[4/28/2020 4:37:36 PM]

424B2
BLACKROCK
Overview
BlackRock, Inc. (NYSE: BLK) is a leading publicly traded investment management firm with $7.43 trillion of AUM at December 31, 2019.
With approximately 16,200 employees in more than 30 countries who serve clients in over 100 countries across the globe, BlackRock provides a
broad range of investment and technology services to institutional and retail clients worldwide.
Our diverse platform of alpha-seeking active, index and cash management investment strategies across asset classes enables us to tailor
investment outcomes and asset allocation solutions for clients. Product offerings include single- and multi-asset portfolios investing in equities, fixed
income, alternatives and money market instruments. Products are offered directly and through intermediaries in a variety of vehicles, including
open-end and closed-end mutual funds, iShares® ETFs, separate accounts, collective investment trusts and other pooled investment vehicles.
BlackRock also offers technology services, including the investment and risk management technology platform, Aladdin®, Aladdin Wealth, eFront,
Cachematrix and FutureAdvisor, as well as advisory services and solutions to a broad base of institutional and wealth management clients. The
Company is highly regulated and manages its clients' assets as a fiduciary.
BlackRock serves a diverse mix of institutional and retail clients across the globe. Clients include tax-exempt institutions, such as defined
benefit and defined contribution pension plans, charities, foundations and endowments; official institutions, such as central banks, sovereign wealth
funds, supranationals and other government entities; taxable institutions, including insurance companies, financial institutions, corporations and third-
party fund sponsors, and retail investors. Furthermore, our structure facilitates strong teamwork globally across both functions and regions in order to
enhance our ability to leverage best practices to serve our clients and continue to develop our talent.
Business Description
Retail
BlackRock serves retail investors globally through a wide array of vehicles across the investment spectrum, including separate accounts,
open-end and closed-end funds, unit trusts and private investment funds. Retail investors are served principally through intermediaries, including
broker-dealers, banks, trust companies, insurance companies and independent financial advisors.
At December 31, 2019, long-term assets managed for retail investors totaled $703.3 billion, or 10% of long-term AUM and 31% of full year
long-term base fees. At that date, our Retail product mix included 36% of long-term AUM in equities, 43% in fixed income, 17% in multi-asset class
and 4% in alternatives, primarily invested in actively managed products. The retail client base is diversified geographically, with 70% of long-term
AUM managed for investors based in the Americas, 25% in EMEA and 5% in Asia-Pacific at year-end 2019.

S-1
Table of Contents
iShares ETFs
iShares is the leading ETF provider in the world, with $2.2 trillion of AUM at December 31, 2019, or 33% of long-term AUM and 41% of full
year long-term base fees. Our broad iShares ETF product range offers investors a precise, transparent and efficient way to gain exposure to a full
range of asset classes and global markets that have been difficult for many investors to access, as well as the liquidity required to make adjustments to
their exposures quickly and cost-efficiently.
Institutional
BlackRock serves institutional investors on six continents in sub-categories including: pensions, endowments and foundations, official
institutions, and financial institutions; institutional AUM is diversified across product and region.
Long-term assets managed for institutional investors totaled $3.9 trillion, or 57% of total long-term AUM and 28% of full year long-term base
fees at December 31, 2019. BlackRock's institutional AUM is diversified by product with 49% of long-term AUM in equities, 37% in fixed income,
11% in multi-asset class and 3% in alternatives. Institutional AUM is further diversified by investment style, with 34% of client assets in active
strategies and 66% of client assets in index strategies.
Technology Services
https://www.sec.gov/Archives/edgar/data/1364742/000119312520123102/d881635d424b2.htm[4/28/2020 4:37:36 PM]

424B2
BlackRock offers investment management technology systems, risk management services, wealth management and digital distribution tools on a
fee basis to clients, including banks, insurance companies, official institutions, pension funds, asset managers, asset servicers, retail distributors and
other investors across North America, South America, Europe, Asia and Australia.
Aladdin is BlackRock's proprietary technology platform, which serves as the investment and risk management system for both BlackRock and a
growing number of institutional investors around the world. BlackRock offers risk reporting capabilities via the Aladdin Risk offering, as well as
investment accounting capabilities.
Aladdin Provider is a tool used by BlackRock's custodial partners, connecting them to the platform to add operational efficiency. BlackRock
also offers a number of wealth management technology tools offering digital advice, portfolio construction capabilities and risk analytics for retail
distributors. These tools include Aladdin Wealth, which provides wealth management firms and their financial professionals with institutional-quality
business management, portfolio construction, modeling and risk analytics capabilities, FutureAdvisor, a digital wealth management platform that
provides financial institutions with technology-enabled investment advisory capabilities to manage their clients' investments, Cachematrix, a leading
provider of financial technology which simplifies the cash management process for banks and their corporate clients in a streamlined, open-
architecture platform, and eFront, a leading alternative investment management software and solutions provider.
In addition, BlackRock has made minority investments in the digital distribution companies Scalable Capital and iCapital, Acorns, a micro-
investing tool, and Envestnet, a leading independent provider of technology-enabled, web-based investment solutions and services to financial
advisors.
Cash Management and Securities Lending
BlackRock offers a variety of cash management mandates to clients around the world. Cash management products include taxable and
tax-exempt money market funds, short term investment funds and customized

S-2
Table of Contents
separate accounts. Portfolios are denominated in U.S. dollars, Canadian dollars, Australian dollars, Euros, Swiss Francs, New Taiwan Dollars or
British pounds. Cash management has grown, in part, due to the success in leveraging scale for clients and delivering innovative digital distribution
and risk management solutions. Cash management AUM was $545.9 billion at December 31, 2019.
Securities lending is managed by a dedicated team, supported by quantitative analysis, proprietary technology and disciplined risk management.
BlackRock receives both cash (primarily for U.S. domiciled portfolios) and noncash collateral under securities lending arrangements. The cash
management team invests the cash we receive as collateral for securities on loan in other portfolios. Fees for securities lending for U.S. domiciled
portfolios can be structured as a share of earnings, or as a management fee based on a percentage of the value of the cash collateral or both. The value
of the securities on loan and the revenue earned are captured in the corresponding asset class being managed. The value of the collateral is not
included in AUM.
Ownership
BlackRock is an independent, publicly traded company, with no single majority shareholder and a majority of independent directors on its Board
of Directors. At December 31, 2019, PNC owned approximately 22.0% of BlackRock's voting common shares outstanding and approximately 22.4%
of the total capital stock, which includes both common stock and all of our outstanding nonvoting preferred stock.
AUM by Product Type

December 31,

2019

2018

(in millions)

(unaudited)

Equity

$ 3,820,329
$ 3,035,825
Fixed income

2,315,392
1,884,417
Multi-asset

568,121

461,884
Alternatives

178,072

143,358
Long-term

6,881,914
5,525,484

https://www.sec.gov/Archives/edgar/data/1364742/000119312520123102/d881635d424b2.htm[4/28/2020 4:37:36 PM]

424B2
Cash management

545,949

448,565
Advisory

1,770

1,769

Total

$ 7,429,633
$ 5,975,818

Our principal office is located at 55 East 52nd Street, New York, New York 10055. Our telephone number is (212) 810-5300.

S-3
Table of Contents
The Offering

Issuer
BlackRock, Inc.

Securities Offered
$1,250,000,000 aggregate principal amount of 1.900% Notes due 2031.

Maturity Date
January 28, 2031.

Interest Rate
1.900% per year.

Interest Payment Dates
January 28 and July 28 of each year, beginning July 28, 2020.

Redemption of the Notes
The notes may be redeemed prior to October 28, 2030 (three (3) months prior to maturity) in
whole or in part at any time, at our option, at a "make-whole" redemption price. In the case
of any such redemption, we will also pay accrued and unpaid interest thereon, if any, to the
redemption date.

The notes may be redeemed on or after October 28, 2030 (three (3) months prior to maturity)
in whole or in part at any time, at our option, at 100% of the principal amount of the notes. In

the case of any such redemption, we will also pay accrued and unpaid interest, if any, thereon
to the redemption date. For more detailed information on the calculation of the redemption
price, see "Description of the Notes--Optional Redemption of the Notes."

Priority
The notes will be our unsecured and unsubordinated obligations and will rank equal in right
of payment with each other and with all our existing and future unsubordinated indebtedness.
We are a holding company and, accordingly, substantially all of our operations are conducted
through our subsidiaries. As a result, our debt is "structurally subordinated" to all existing
and future debt, trade creditors and other liabilities of our subsidiaries. Thus, our rights as a
creditor would be effectively junior to any security interest in the assets of our subsidiaries
and any indebtedness of our subsidiaries senior to that held by us. Our rights, and the rights
of our creditors, to participate in any distribution of assets of any subsidiary upon its
liquidation or reorganization or otherwise would be subject to the prior claims of that
subsidiary's creditors, except to the extent that our claims as a creditor of such subsidiary
may be recognized. As of December 31, 2019, we had outstanding a principal amount of
$4.96 billion of unsecured long-term indebtedness and no short-term indebtedness. In
addition, in January 2020, we completed an offering of $2.400% Notes due 2030 with an
aggregate principal amount of $1,000,000,000.

Covenants
The indenture includes requirements that must be met if we consolidate or merge with, or
sell all or substantially all of our assets to, another entity.

Trustee
The Bank of New York Mellon.

S-4
https://www.sec.gov/Archives/edgar/data/1364742/000119312520123102/d881635d424b2.htm[4/28/2020 4:37:36 PM]

424B2
Table of Contents
Additional Notes
From time to time, without the consent of the holders of the notes, we may issue additional
debt securities having the same priority and the same interest rate, maturity and other terms
(except for the issue date, public offering price, and, in some cases, the first interest payment
date and the initial interest accrual date) as the notes. Any such additional debt securities will
constitute a single series of debt securities under the indenture with the previously issued
notes; provided that if the additional debt securities are not fungible with the notes for U.S.
federal income tax purposes, such additional debt securities will be issued with a separate
CUSIP number.

Use of Proceeds
The net proceeds from this offering will be $1,239,925,000 after deducting the underwriting
discount and before deducting other estimated offering expenses payable by us. We intend to
use the net proceeds from this offering for general corporate purposes, which may include
the repayment of all or a portion of our outstanding 4.25% Notes due 2021. See "Use of
Proceeds" in this prospectus supplement.

Denominations and Form
The notes will be book-entry only and registered in the name of a nominee of DTC.
Investors may elect to hold interests in the notes through Clearstream or Euroclear, as
operator of the Euroclear System, if they are participants in these systems, or indirectly
through organizations that are participants in these systems. The notes will be issued only in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Risk Factors
Investing in the notes involves substantial risks. See "Risk Factors" beginning on page S-6 of
this prospectus supplement and the section entitled "Risk Factors" beginning on page 18 of
our Annual Report on Form 10-K for the year ended December 31, 2019, which is
incorporated by reference herein, for a description of certain risks that you should consider
before investing in the notes.

S-5
Table of Contents
RISK FACTORS
Any investment in our notes involves a high degree of risk. You should carefully consider the risks described below and all of the information
contained in this prospectus supplement and the accompanying prospectus before deciding whether to purchase our notes. In addition, you should
carefully consider, among other things, the matters discussed under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31,
2019, and other documents that we subsequently file with the SEC, all of which are incorporated by reference into this prospectus supplement. The risks
and uncertainties described below and in our Annual Report on Form 10-K for the year ended December 31, 2019 are not the only risks and uncertainties
we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any
such risks actually occur, our business, financial condition and results of operations would suffer.
Risks Related to our Business
The COVID-19 pandemic has caused and is causing significant harm to the global economy and may adversely affect our business, including our
operations and financial condition, and may cause our AUM, revenue and earnings to decline.
The COVID-19 pandemic has resulted in authorities implementing numerous measures attempting to contain the spread and impact of COVID-19,
such as travel bans and restrictions, quarantines, shelter in place orders, and limitations on business activity, including closures. These measures are, among
other things, severely restricting global economic activity, which is disrupting supply chains, lowering asset valuations, significantly increasing
unemployment and underemployment levels, decreasing liquidity in markets for certain securities and causing significant volatility and disruption in the
financial markets.
Towards the end of the first quarter of 2020 the pandemic began to impact our business, the effects of which are ongoing, and such impact is expected
to continue in future quarters if conditions persist. Should current economic conditions persist or deteriorate, there may be an ongoing adverse effect on our
https://www.sec.gov/Archives/edgar/data/1364742/000119312520123102/d881635d424b2.htm[4/28/2020 4:37:36 PM]

424B2
business, including our operations and financial condition, as a result of, among other things:

·
reduced assets under management, resulting in lower base fees, as well as a reduction in the value of our investment portfolio, including our

co-investments and seed investments in sponsored investment funds;

·
lower alpha generation which may adversely affect future organic growth and our ability to generate performance fees;

·
reduced client and prospective client demand for BlackRock products and services and/or changing client risk preferences which may

adversely affect future organic growth;

·
a decline in technology revenue growth as a result of extended sales cycles and longer implementation periods as clients work remotely;

·
the negative impact of the pandemic on our clients and key vendors, market participants and other third-parties with whom we do business;

·
the negative operational effects of an extended remote working environment, including strain on Aladdin® and/or our other internal and

external technology resources leveraged at the firm, as well as the potential for heightened operational risks, such as cybersecurity risks; and

·
the disruption to our workforce due to illness and health concerns, potential limitations on our remote work environment, and government-

imposed restrictions, laws and regulations.
The extent to which COVID-19, and the related global economic crisis, affect our business, results of operations and financial condition, will depend
on future developments that are highly uncertain and cannot be

S-6
Table of Contents
predicted, including the scope and duration of the pandemic and any recovery period, future actions taken by governmental authorities, central banks and
other third parties (including new financial regulation and other regulatory reform) in response to the pandemic, and the effects on our products, clients,
vendors and employees. Moreover, the effects of the COVID-19 pandemic may heighten the other risks described in the section entitled "Risk Factors" in
our most recent Annual Report on Form 10-K and any subsequent report filed with the Securities and Exchange Commission.
Risks Related to the Offering
Our indebtedness could limit cash flow available for our operations, could adversely affect our ability to service debt or obtain additional financing if
necessary, or reduce our flexibility in planning for, or reacting to, changes in the market.
As of December 31, 2019, we had outstanding an aggregate principal amount of $4.96 billion of unsecured long-term indebtedness. In addition, in
January 2020, we completed an offering of $2.400% notes due 2030 with an aggregate principal amount of $1,000,000,000. Our indebtedness could limit
our flexibility in planning for, or reacting to, changes in the market in which we compete. Although we believe we have adequate sources of liquidity to
meet our anticipated requirements for working capital, debt service, capital expenditures and cash dividend payments, there can be no assurance that our
cash flow from operations will be sufficient to service our debt, which may require us to borrow additional funds for that purpose, restructure or otherwise
refinance our debt.
The notes are obligations exclusively of BlackRock, Inc. and not of our subsidiaries and payment to holders of the notes will be structurally
subordinated to the claims of our subsidiaries' creditors.
The notes are not guaranteed by any of our subsidiaries. As a result, liabilities, including indebtedness or guarantees of indebtedness, of each of our
subsidiaries will rank effectively senior to the indebtedness represented by the notes, to the extent of such subsidiary's assets. In addition, the indenture
governing the notes does not restrict the future incurrence of liabilities or issuances of preferred stock, including unsecured indebtedness or guarantees of
indebtedness, by our subsidiaries.
The notes will be effectively junior to secured indebtedness that we may issue in the future.
The notes are unsecured. Holders of any secured debt that we may issue in the future may foreclose on the assets securing such debt, reducing the
cash flow from the foreclosed property available for payment of unsecured debt, including the notes. Holders of our secured debt also would have priority
over unsecured creditors in the event of our bankruptcy, liquidation or similar proceeding. As a result, the notes will be effectively junior to any secured
debt that we may issue in the future.
There is no public market for the notes, which could limit their market price or your ability to sell them.
We can give no assurances concerning the liquidity of any market that may develop for the notes offered hereby, the ability of any investor to sell the
notes, or the price at which investors would be able to sell them. If a market for the notes does not develop, investors may be unable to resell the notes for
an extended period of time, if at all. If a market for the notes does develop, it may not continue or it may not be sufficiently liquid to allow holders to resell
https://www.sec.gov/Archives/edgar/data/1364742/000119312520123102/d881635d424b2.htm[4/28/2020 4:37:36 PM]

424B2
any of the notes. Consequently, investors may not be able to liquidate their investment readily, and lenders may not readily accept the notes as collateral for
loans.

S-7
Table of Contents
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA
The selected condensed consolidated historical income statement data for the years ended December 31, 2019, 2018 and 2017 and the selected
consolidated historical balance sheet data as of December 31, 2019, 2018 and 2017, presented below have been derived from our audited consolidated
financial statements. All financial data presented in this prospectus supplement has been prepared in accordance with United States generally accepted
accounting principles.
This information should be read in conjunction with our consolidated financial statements (including the related notes thereto) and the disclosure
under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended
December 31, 2019, which is incorporated by reference into this prospectus supplement.

Year Ended

December 31,

2019

2018

2017

(in millions)

(audited)

Income statement data:

Revenue

Investment advisory, administrative fees, and securities lending revenue

$11,777
$ 11,553
$ 10,868
Investment advisory performance fees

450

412

594
Technology services revenue

974

785

657
Distribution fees

1,069
1,155
1,183
Advisory and other revenue

269

293

298

Total revenue

14,539
14,198
13,600

Expense

Employee compensation and benefits

4,470
4,320
4,253
Distribution and servicing costs

1,685
1,675
1,663
Direct fund expense

978

998

895
General and administration

1,758
1,638
1,446
Restructuring charge

--

60

--
Amortization of intangible assets

97

50

89

Total expense

8,988
8,741
8,346

Operating income

5,551
5,457
5,254
Total nonoperating income (expense)

236

(79)

5

Income before income taxes

5,787
5,378
5,259
Income tax expense

1,261
1,076

270

Net income

4,526
4,302
4,989
Less: net income (loss) attributable to noncontrolling interests

50

(3)

37

Net income attributable to BlackRock, Inc.

$ 4,476
$ 4,305
$ 4,952

S-8
Table of Contents

December 31,

2019

2018

2017

(in millions)

(audited)

Balance sheet data:

Cash and cash equivalents(1)

$
4,829
$
6,488
$
7,038
Investments(1)

$
5,489
$
4,476
$
3,474
Goodwill and intangible assets, net

$
32,931
$
31,365
$
30,609
Total assets(2)

$
168,622
$
159,573
$
220,241
Borrowings

$
4,955
$
4,979
$
5,014
https://www.sec.gov/Archives/edgar/data/1364742/000119312520123102/d881635d424b2.htm[4/28/2020 4:37:36 PM]

Document Outline

#1">
- #1">