Ann Petach - Chief Financial Officer and Senior Managing Director Robert Connolly - Senior Managing Director and General Counsel Laurence Fink - Executive Chairman, Chief Executive Officer and Chairman of Executive Committee

William Katz - Citigroup Inc Craig Siegenthaler - Crédit Suisse AG J. Jeffrey Hopson - Stifel, Nicolaus & Co., Inc. Michael Carrier - Deutsche Bank AG Robert Lee - Keefe, Bruyette, & Woods, Inc. Marc Irizarry - Goldman Sachs Group Inc. Glenn Schorr - Nomura Securities Co. Ltd.

Good morning. My name is Sarah, and I will be your conference facilitator today. At this time, I would like to welcome everyone to the BlackRock Inc. Second Quarter 2011 Earnings Teleconference. Our hosts for today's call will be Chairman and Chief Executive Officer, Laurence D. Fink; Chief Financial Officer, Ann Marie Petach; Vice Chairman, Susan L. Wagner; and General Counsel, Robert P. Connolly [Operator Instructions] Thank you. Mr. Connolly, you may begin your conference.

Good morning. This is Bob Connolly, I'm the General Counsel of BlackRock. Before Larry, Sue and Ann Marie make their remarks, I want to point out that during the course of this conference call, we may make a number of forward-looking statements. We call to your attention the fact that BlackRock's actual results may differ from these statements. And as you know, BlackRock has filed with the SEC reports which lists some of the factors which may cause our results to differ materially from these statements. Finally, BlackRock assumes no duty to and does not undertake to update any forward-looking statements. And with that, I'll turn it over to Ann Marie, our Chief Financial Officer.

Thanks, Bob. Good morning, everyone. Thanks for calling in today. This morning we announced second quarter earnings of $3 per share. That's up 27% compared to a year ago, driven by a 16% growth in revenue and by margin expansion. Second quarter demonstrated continued execution of our revenue growth story. With our global platform, broad set of products and our risk capability, we're very well positioned to work with our clients through what's proving to be very uncertain times. During the second quarter, we continue to see volatility and persistent low interest rates. With that, we have clients coming to us seeking multi-assets and produce share solutions, yield-oriented products and advice on dealing with uncertainty and risk-return tradeoffs. As a result, we generated a record level of base fees in the second quarter. Also in the second quarter, we bought back the remaining 13.6 million shares that Bank of America held for $2.5 billion. With this transaction completed, we're a widely held firm nearly 60% of the shares set with a broad diverse set of shareholders. We funded the transaction with $1.5 billion of long-term debt, $0.5 billion of commercial paper and $0.5 billion of cash. And at the same time, the rating agencies affirmed our strong, single A credit rating. I'm going to refer to some of the slides in the supplement to the earnings release. And starting on Slide 1, you can see that operating income for the quarter was $883 million. That was up 19% from a year ago and 8% from the first quarter, really driving the growth in EPS. So the EPS story is an operating result story. Looking at Page 2, you can see our operating margin, which I think demonstrates our focus on thoughtful investments. The operating margin came in at 39.7%, that's up from the second quarter margin by almost a full percentage point. It's also up from the full year 2010 margin of 39.3% and from the first quarter margin of 39.1%. Our cost-to-revenue ratio for the quarter came in at 34.4%, which is consistent with our long term range of 35%. The second quarter is in the context of a market environment, which adds -- really reflected in the S&P 500 and shown on Page 3, is up about 16% compared to a year ago. But 2011 has been a period of volatility, and through that volatility, average markets in the first quarter are actually just about equal to average markets in the second quarter, which states that the earnings growth from first to second quarter is not coming from markets. The growth in EPS compared to 2010, as well as compared to the first quarter, was driven by operating results. You can see that on Page 5 of the deck. Earnings per share, which was $3, included $3.09 of operating earnings. The earnings did benefit in the quarter, a partial quarter benefit of about $0.07 from the share repurchase. Nonoperating results were about, well, $0.09 of expense. So detracting from EPS. If you look at Page 11, it lays out the comparison relative to the first quarter where operating growth contributed $0.30 of EPS growth and was offset partially by lower gains on investments in the first quarter, and also the non-recurrence of a 1x tax adjustment in the first quarter that had contributed about $0.12. The second quarter as adjusted tax rate was 32.4%, the GAAP tax rate was 26.2%, and the GAAP tax rate reflected the noncash effect of legislative changes in New Jersey on the value of our deferred tax liability. Looking at revenues, you can see total revenues on right-hand column of Page 7 at $2.3 billion. First quarter revenues were up 16% from 2010, primarily driven by base fees. And I'm going to talk more about base fees in a second. Performance fees came in at $50 million, were consistent with performance fees a year ago and were equally driven by strong relative performance of our equity product and by the strength of our alternative platform. BlackRock Solutions and Advisory revenues remained strong at $116 million, including growth in our Aladdin revenues, the continued, really, unwind or runoff of the liquidation assignments and continued good work on the advisory side where the uncertain environment is bringing opportunity. Moving on to base fees on Slide 8. Base fees were $2.1 billion, and were up 17% from 2010 and 6% from the first quarter. When you look at the growth in base fees, you can see that it was across all long dated asset classes. It's partially offset by a decrease in revenues on cash products as clients continued to pull out of low yielding money market funds. And if you look at the top of the page, you can see that we have a well-diversified mix of revenues. And our mix of revenues is really reflective of the breadth of our product offering, where we can work with clients for Solutions, whether it's equity, fixed income, alternatives, multi-assets, active or passive, this diversity provides the diversity of revenues and diversity of Solutions for clients. The second quarter compared to the first quarter is laid out on Page 14. Second quarter base fee growth likewise was driven by AUM growth and shows growth across all long dated asset classes. Second quarter revenues on base fees included $134 million of sec lending revenues. Sec lending revenues are strongest in the second quarter due to the European dividends at this season. But also, sec lending revenues were up 24% compared to the second quarter a year ago, reflecting it's more than just a seasonal effect. There's also some returns risk taking because we have higher on-loan balances, as well as higher lending spread. Also, our revenue story is really stronger than the AUM story due to a favorable mix of business. The basis points earned on business won was about 2 basis points higher than the basis points on business lost. As a result, organic revenue growth is running about several organic AUM growths in the quarter. And further, if you exclude the seasonal effect of sec lending on our average basis points, average basis points have improved on long dated assets every quarter since the BGI Transaction. It's good, at this point, to be getting rid of some of the new noise in that difference between AUM and revenue, in that our last merger-related outflow is now behind us. It had been in the pipeline for the last several quarters, and that is done. So those are done for good, and the one factor that will stay with us is that institutional indexed assets can have large flows in the AUM with relatively small revenue effect. Moving on to expenses, which you can see on Page 9, expenses were $1.464 billion, that's up 13% from 2010. Remember that's in the context of a 16% growth in revenue, and they were exactly equal to the expenses in the first quarter. So those -- that Expense Management, again, is what's contributing to the margin expansion. And we mentioned previously that BlackRock had entered into a new lease for office space in the city of London. It's about a 300,000 square-foot building, and it's going to allow us to really take the people that we've got spread across 2 different buildings, bring them into a single, world-class asset management environment, which we're going to be better able to serve our clients and really work much more effectively as a single cohesive team. The new lending headquarters is actually going to be our largest single office, and earlier this month, we began occupancy of that office. We expect to relocate the majority of the people into the office sometime during the third quarter. And as a result of exiting our existing London location, we'll be considering a 1x acceleration of the remaining lease obligation sometime in the second half of the year. Given those are relatively short leases left, we are making assumptions right now that we won't have a sublease on those. And depending on exactly when we exit and how much space we continue to use for what period of time, we're estimating a charge in the range of $75 million to $100 million. Moving on to the nonoperating side of results, and you can see those on Page 17. We had nonoperating expenses of $27 million. Those actually reflected a $10 million gain on the investment portfolio, which included positive marks on our private equity co-investment, offset partially by negative marks on distressed credit where we saw the spreads on that product widen. Just as a reminder, the portfolio still stands about where it was in the second quarter, $1 billion, about $930 million after considering hedges. And all of those investments are either feed or co-investments. So there's no proprietary activity reflected in those results. Net interest expense came in at $37 million. That did include one month of interest expense associated with the new debt we put on associated with the share repurchase. Slide 18, this business model continues to generate substantial cash flow. We're using that cash flow to award shareholders, that's reflected in our 44% dividend pay out ratio, as well as the share repurchase we just completed. We still do have share repurchase authority of 4.2 million shares and we also, in the second quarter, completed the redemption of our convertible debt. So just wrapping up my comment, we're delivering double-digit earnings growth. The earnings growth is being fueled by top line revenue growth combined with margin expansion. So operating results are what's driving the business. And we feel, particularly in this time of uncertainty in external environment, that we are especially well positioned to deliver our business model to our clients to help them solve their problems and to continue to drive that top line growth. With that, I'll turn it over to Larry.

Thank you, Ann Marie. Good morning, everyone, and welcome. More than ever, the global, political and economic issues investors are facing has created confusion, uncertainty and ultimate retrenchment. Investors worldwide, Retail and Institutional, are seeking more advice, in many cases, more handholding and investment strategies and portfolio allocation. Investors in the last quarter, and I think more so going forward, are seeking more BlackRock advice. With our global platform, multi-products, our risk management and our thought leadership, BlackRock is very well positioned to assist our clients worldwide. However, clients are actually de-risking. I don't agree with them, but some of our clients are de-risking and are slowing down their investment decisions. Some other clients of ours are looking at this as an opportunity, looking to take advantage of some capitulation from other investors. And what is driving much of this confusion and uncertainty is politics globally. I believe the private sector is doing a very good job, evident by growth in earnings, and yet what is the greatest inhibitor to the economic vitality right now of Europe and the United States is essentially politics. We are not -- we have to face this great uncertainty as politicians determine the outcomes in the United States of our deficits, of our debt ceiling, which puts greater uncertainty with businesses, it puts greater uncertainty about job creation and we need to move beyond this. Nevertheless, it is very impressive for me to watch how corporate earnings continue to be driven. And importantly, this is why I believe those customers who are de-risking, and there are many customers who are de-risking because they're focusing on today's headlines, I think it's a mistake. And we are discussing this with all of our clients. In Europe, where I believe there is even greater problems ahead of ourselves, is the fact that external forces are forcing countries to change their behavior, changing their standard of living. And they're forcing these changes of standard of living without ever discussing the possibility of bondholders getting less than par. I don't look at that as a positive outcome. I don't believe that external parties can force governments to devalue their standard of living, devalue their countries without everyone sharing in these losses and their restructuring. As we looked at other restructurings of other countries, whether it is Argentina or Brazil or for that matter, Iceland, they have the ability to devalue their currencies and everyone shared, including the bondholders, in terms of the cost of the restructuring and many of these countries have vibrant economies today. But when you place all of the cost of the restructuring on the backs of the populace, in my opinion, it's going to lead to some severe social unrest over the course of the years to come, and this is one of the things that I'm most nervous about. It is these issues, these political issues, that are creating such great uncertainty. It is these issues that is creating opportunities. And I do believe BlackRock, with our platform, is helping our clients try to understand the ramifications. I do believe, long term, we will be able to overcome all these issues, and I remain steadfastly bullish on opportunities in global equity markets. Let me discuss BlackRock and how we performed over the quarter. As we discussed over the last few quarters, we are focused on building a stronger and broader relationship with our clients. Despite the volatility that I spoke about and the uncertainty in the marketplaces, our revenues and our product mix with our clients are increasing. This is what we are going to be focusing on in the future. We believe with this broad product mix that we have great opportunities to be increasing our revenues, and at times, which may mean reducing our AUM if that's what it takes. And so we are looking to have a more complete relationship with our clients, which will ultimately drive revenues and profitability for BlackRock, and most importantly, will drive a more comprehensive relationship with our client. And that is our strategy, and our strategy has shown in the second quarter that it's working. Clients, because of this uncertainty, are looking for more customized strategies. Some of our clients are barbelling. They're adding more beta strategies to add to their portfolio and higher return office of strategies. These strategies, along with multi-asset class products, we're building these relationships and revenues with our clients. And this is how we will continue to build out our relationships going forward. I believe more steadfastly than ever, our one BlackRock business model, a comprehensive platform worldwide, intersecting products worldwide, intersecting a one BlackRock community is a strategy that will allow us to build those relationships with BlackRock. Clients are looking for our international focus. Even if we are doing only business in Japan with yen-like products, they are looking to BlackRock, not to compete with local managers. They're looking for BlackRock to be additive in a global perspective, and that may lead us to having opportunities in investing in yen products. But most importantly, it'll allow us to have a more comprehensive dialogue. And when our clients in Japan or China or Italy are looking for greater opportunities beyond their local community and local markets, they look to BlackRock to help with them. And I believe this one BlackRock platform is allowing this. We just completed a leadership retreat, bringing our community of our leaders together. And I have never been more proud of our leadership in terms of building this one BlackRock community. At the end of the second quarter, AUM is $3.6 trillion. We had growth of long dated assets, about $34 billion, of which $18 billion is new net assets. We saw some extreme outflows, which is industry-wide in terms of cash. This is an industry issue related to 0 interest rates in the short end, and most importantly, the uncertainty about money market funds related to ownership in some European financial institutions and commercial paper. BlackRock is very well positioned. Our risk management team has done an incredible job in navigating this, and we have been working with our clients steadfastly in terms of helping them understand the portfolios of our cash management. Nevertheless, we are still, like the industry, seeing outflows there. On the advisory side where we had more than normal outflows, that was related to clients returning some of the assets back into the marketplace. I can't get into the raw details. I think most people are aware of some of our clients who are visibly selling some of their products into the marketplace today. And so we are part of that. But our advisory business has never been robust. The opportunities we have in Advisory, which we'll talk about in a minute, is very, very strong. One area that I'd like everyone to focus on is our growth in our multi-asset category, where we had assets growing about 11% or about $23 billion. This is what I've been talking about. Our multi-assets now are $231 billion. AUM in fixed income grew nicely, about $27 billion, 50% of it in index, 50% in active, some of it EPS, some of it is just indexed. In equities, we still have some outflows in our scientific active equity. However, I'll talk about in a minute, we see a dramatic turnaround in the future prospects of that business, which we'll talk about in a minute. And as Ann Marie discussed, we had the last of our merger-related outflows, and we believe this is not going to be a component of our quarterly calls ever again. Pipeline, a robust $84.3 billion. What is impressive for me, $71 billion or 84% of it is long dated products. It highlights, in my mind, the strength of the platform and the opportunities ahead of us. Let me talk about 3 areas that I think are worth noting. The first one is iShares. We're seeing more and more flows worldwide moving into ETFs. Much of this, in my opinion, is related to the great global uncertainty clients are looking for more liquidity as they tactically allocate, and ETFs are a great vehicle for liquid tactical allocation. And so as an industry, the ETF assets grew by $50 billion, up $10 billion from last year. At the same period, mutual fund flows year-to-year fell dramatically from the growth rates of 2010 to 2011. Now I don't believe those are good approximations of the dynamics of the business because so much of the ETF business is institutional, and as I said, tactical allocation purposes. But I do believe we are going to continue to see large-scale growth in global ETFs, and there's no other firm that is well positioned in terms of global ETFs in country funds, in fixed income products, and we are working on many other types of products in the ETF realm. The one other thing that I'd like to note, despite all the noise, despite all the articles about active ETFs, and BlackRock will be joining and building many active ETFs, I should just put it -- give everyone a good indicator, out of the $50 billion of net new business in ETFs as an industry, only $800 million of it was active ETFs. So as you see, more and more funds go into active ETFs, in the first few years, that means the industry is going to lose money in it. It'd be very hard to make much money in active ETFs until you start seeing greater growth rates. I do believe the predominance of ETFs will always be the indexed base. And I also do believe you're going to see clients starting to understand as regulatory rules change in the ETF space, that there's going to be a great differentiation between ETFs and ETNs. This is a big issue in Europe. Every regulator in Europe is very, very introspective as to how people look at ETFs and ETNs. And I think there's going to have be much greater disclosure and there maybe restrictions in terms of ETNs. That will put BlackRock's iShares in a great position, although if regulatory changes occur. On our scientific model-driven equity business. As you know, we had very poor performance for almost 3 years. The industry had poor performance in the last 3 years. The industry saw dramatic outflows as a result of the underperformance. I am pleased to say, not only has BlackRock model-driven team has done an extraordinary job, but the industry has done a good job, too. There has been a vast reversal in the business in terms of performance. Our domestic product, which was our laggard at BlackRock is outperformed by over 140 basis points this year. And our global and our Asian model-driven scientific equity is outperformed by hundreds and hundreds of basis points. I believe we're going to see a change in flows that could be dramatic. We're going at a pace of performance similar to the experiences of 2004, and that was the beginning of great inflows in that product. And so we are very pleased with our team and Ken Kroner, navigating and stabilizing performance, rebuilding the team, rebuilding the enthusiasm. And now, over the course of the next 6 months to a year, hopefully we could rebuild flows. Multi-asset products continue to be an area where clients, both Retail and Institutional, are looking for. We believe this will continue, whether it is in equities and fixed income, and we believe we're very well positioned as more and more money goes into these categories. BlackRock Solutions, we won 10 net new assignments in the last quarter. We had 3 new Aladdin assignments. Just yesterday, we won another very large Aladdin assignment. Much of this is being driven in Europe. The opportunities we have in Europe has never been greater. We have some very large proposals with our clients right now in the Aladdin space and in the fiduciary advisory space. As you know, all this noise in Europe is presenting a great opportunity for BlackRock, and hopefully, similar to the work we did in Ireland that we could play a role in the workout of the severe issues that Europe is facing. As Ann Marie discussed, our margins grew to 39.7%. This is something that we focus on a great deal. And our margins grew in the last quarter, and yet, if you think about all the new businesses we're getting into, all of the new hires we've made, we're investing more for tomorrow, we're investing it more today for future revenues than any time in the history of BlackRock. In the last few quarters, we hired a new Head of Real Estate; we hired a new Head of the BlackRock Institute, which we'll talk about in a minute; a new Head of Communications and Branding; new Head of Private Equity; Alternative Energy; Asia's fundamental equity leader. We are building a more robust team worldwide than we've ever done before. This is expensive, and yet, our margins are increasing. And we believe these investments are going to be very strong. So as I always said, when we look at margins, we always look at margins, we need to make sure our margins continue to grow as our business grows, but we need to make sure that we're building for a better future. And I think I could soundly tell you, we're building for a better future with higher probabilities of greater revenues. And yet, we are increasing our margins. And this is one of the key elements that I believe is really important for BlackRock and BlackRock shareholders this year. As I mentioned, the BlackRock Institute, this is something that we believe BlackRock is becoming a leader on in terms of thought leadership. We created a sovereign credit index that receives a lot of notoriety. We just came out with a new piece on our views of China. This is our investment platform working together and coming on thought-provoking pieces. And I believe we will become more dominant in terms of trying to focus on issues and ideas related to the markets. Just this week, as a help to our clients, we had over 1,200 clients on a phone call this week asking us questions related to the what if there's a default in U.S. Treasuries and what does that mean. And so we're seeing more and more clients looking to BlackRock to help them understand this global uncertainty. As I said repeatedly, branding is going to become a more important component of what we're about. As I said earlier, we are going to spend a great deal of money in building out our brand over the next 5 years. I'm thrilled in the progress we've been making in terms of building a global brand. But this is just the beginning. And I believe our job in the future is to make sure that our end customer understands who and what BlackRock is, and so we could have not just a well-known brand institutionally, but a much sought-after brand in the retail space. And the last point I would like to make before we open it up for questions is the share repurchase. We were very happy that we were able to work it out with BofA earlier in the second quarter. At this moment in time, we see no reason for any large purchases of shares without getting any details. I don't believe there's any large sellers of our shares at this moment, and I don't believe there should be any pressure for us. When and if there is a large seller with our shares, we would look to possibly purchase those shares, if that's in order. But it's clear to tell everyone, I don't see those opportunities in the short run at any time. And so, just wanted to got that and clearly off the table. I believe our positioning into the second half of this year is very strong. Unfortunately, I do believe the uncertainty is going to be great, I believe volatility could be more extreme, and it does lead to greater confusion. And at times, it's going to lead to more capitulation by more clients as they still have great memories of 2008, 2009. Our only job then is to help our clients navigate those fears, try to help them assess their issues. Most importantly, have them focus on their liabilities, not headlines. And if more clients focus on their liabilities and focus on the appropriate asset allocation for those liabilities, instead of focusing on daily volatility, daily headlines, I believe, in the long run, our investors worldwide will be better off. That is the positioning that we're trying to build upon at BlackRock, and I believe no other firm in the business is this well positioned for that type of dialogue. Once again, thank you, everyone, for your support. For all the BlackRock employees who are on the phone today, thank you for a really strong quarter. But most importantly, thank you for really building the momentum of this firm. With that, I'll open it up for questions.

[Operator Instructions] Your first question comes from the line of Craig Siegenthaler with Crédit Suisse. Craig Siegenthaler - Crédit Suisse AG: First, just wanted to touch on the outflows and active equity. And I know these flows come from many different channels and products around the world. But I wanted to hear your thoughts on, first, is there any significant drivers here besides the softer macro-environment? And also, is the outlook stronger for active equity in the second, especially after your positive comments on scientific equity?

Yes, I mean, the outflows was scientific equity, period. And in sum, in commodities, we're a very big player in commodity-like products. Obviously, you know what has happened in commodities in the latter half of the second half of the second quarter. And so some of that was in the retail space and our retail mutual funds in the commodity-like products. So to me, that's just the ins and outs of the marketplace. But we don't -- we see much greater stability now in the scientific equity side. And as you suggested, I think the future is much more positive than the past. Craig Siegenthaler - Crédit Suisse AG: Second question here, just on the adjusted operating margin. It was up 60 bps quarter-over-quarter, which is higher than most of us were really expecting. Looks like the improvement was mostly driven by kind of lower comp and distribution relative to revenues. And I wanted to hear your thoughts on if this improvement is repeatable or sustainable into 3Q, especially if we exclude that lease charge you're referring to in the City of London space? And also, is there any potential seasonal impacts? And I'm just looking back last year, there were some weaker trends in the comp margin, the overall adjusted operating margin in the third quarter of 2010.

Yes. What I would say the only seasonality that really is there is on the revenue line, which is the sec lending revenues, which I mentioned that in my comments for some seasonality. On the expense side, what we saw in the second quarter, I think the only trend items there are we hired more people in the second quarter, and in the first quarter, we have our highest payroll taxes. So those 2 sort of offset each other, but we will see a little bit of base comps from more people. And then marketing, we're going to continue to invest in the brand. But overall, I don't see anything where we're not going to continue to manage the expenses and the margin.

As I said, my objective over the long run is have 40-plus percent margins. And so we're not there yet and I intend to manage the firm accordingly, making sure we take advantage of the opportunities in terms of hiring and all that. This environment, Craig, is a great time for us to be hiring as other firms are really downsizing. And I think the prospects of where and how we're positioned, we're having a great opportunity in doing that. At BlackRock, in our leadership retreat, we talked about raising the bar, and that's what we intend to be doing. And if we have great opportunities to hire really terrific people, we're going to be doing that and expanding the platform. But yet, in saying all of that, we are going to be very mindful in terms of managing our margins.

Your next question comes from the line of Michael Carrier with Deutsche Bank. Michael Carrier - Deutsche Bank AG: First question. Just on the long term flows. You mentioned clients, some pulling back, some taking advantage of the opportunity. I guess, in the quarter, how much of that did you see? And then in terms of the pipeline, given that it's healthy at the $84 billion, would you still expect sort of that, I think in the past, you guys have said sort of like 2 to 3 quarter in terms of when you would expect to realize what's in the current pipeline? Would that timeline still be what's at least in that space that [indiscernible]?

Yes. That's exactly how we're writing. I would say, if anything, there's been a little more drag, but it's still within that -- confined to 2 to 3 quarters. You tell me what's going to happen in terms of emerging markets and commodities, that will have a big determination of some of our flows. Because as you know, a great deal of retail flows has been in the emerging economies, in ETF flows, in mutual fund flows, a great deal in mutual fund flows and institutional flows has been in commodity-based products, commodity-based equities. And we are big players in that. And if there is a capitulation in that, we will be part of that capitulation. Nevertheless, we feel very good about our product mix and the opportunities that are ahead of us. We're in dialogues right now with some very large institutions who are looking to externalize large proponents to their balance sheet. Let's see if we win any of them. But our dialogues with our clients are as robust as they've ever been. But once again, nevertheless, clients have capitulated. We have seen a slowdown in May and June, and much of that has been in the Retail space. You see those in the retail flows in the U.S. But if somebody's going to get the flows in the next 6 months, I think we're one of the parties who are going to get it. Michael Carrier - Deutsche Bank AG: Okay. And then I realize on the investment side, meaning investment spending, it's an ongoing process. But if we look over the past year, 1.5 years, you made a lot of investments, whether it's in distribution, technology. On the alternative side, you mentioned real estate, private equity. So based on, I guess, some of the gaps, like are a lot of those investments done? Like, obviously, it's going to be ongoing, whether it's on the marketing, the distribution. I'm just trying to gauge like, in every company there's typically like investment periods, and then you're going to have kind of ongoing investment periods. So are there any items or initiatives that have been more elevated, are going to be more elevated versus what's going to be a normal ongoing kind of run rate investment?

Well, we're going to continue to invest in the emerging market world. We're going to continue to invest in those products. I still believe every firm, including BlackRock, has become more and more less dollar denominated over a 10-year cycle, as just follow GDP in other parts of the world. We need to follow our investment platform where GDP is growing. That is not to say we're diminishing anything to do here in North America. We actually have great opportunities here too in the Defined Contribution space, where you're seeing total changes in that space. So I don't see any slowdown in our investments. I will slow down the investments if I have to, if I see that we're just not producing. We'll mitigate some of those investments, and we will try to reap the benefits of our past investments. But if we could continue to build out our Asian team and hire really high-quality people in a time when a lot of for firms are downsizing, we're going to do that. Michael Carrier - Deutsche Bank AG: And then just last, Ann Marie, 2 quick things. On the sec lending, anyway to size that? I know you said if we strip that out, the average management fee from a base point standpoint has gone up since the close of the transaction. But in the quarter, any size of that? And then just in comp and G&A, any unusual items? It didn't look like it, but I just want to make sure if there were any.

Well, starting with the second one, there really was nothing unusual that was material as far as the expense side. There was nothing material, unusual going on. So no trend to talk about. The sec lending revenues, I did call out and we do disclose in our Q, were $144 million in total in the quarter, which is up a bit from prior quarters because of seasonality, as well as I mentioned, up 24% compared to a year ago.

And last year, because of all the reduction in prop trading by Wall Street, sec lending diminished dramatically. But as hedge funds grew in their assets, sec lending increased.

Your next question comes from the line of Jeff Hopson with Stifel. J. Jeffrey Hopson - Stifel, Nicolaus & Co., Inc.: So Larry, the institutional index business, which I guess, has had a fair amount of volatility in and out over the last number of quarters. And while you would clearly say the ETF businesses is in a secular growth period, how do you view the institutional index business, which again has been a little bit volatile? But is that still in a secular growth mode, would you say? First of all, we are learning -- this is not a secular -- this is a consistent pattern. Index equity business is more volatile than fundamental equity. You're seeing clients going in and out. They may go into an indexed strategy until they determine where they want to go in an active basis. So I believe there is -- the business has higher, more volatility. I think some of the vol that we are seeing, we are seeing some companies are looking to add more indexed business to their business, and some are looking to in-source some of their indexation. So one large client did a large internalization of their index business in the last quarter. So, I believe indexing will continue to become a larger component of clients' businesses until there is less volatility, greater global certainty. And so I believe it will continue to be a growth area. I continue to believe it will be very volatile area. It's an area that we continue to invest in with our team. And it's an area that we have continued to have dialogue with many of our clients. But clients use -- even institutions use index business as a short-term strategy more than we ever envisioned, and they use that as a -- they're confused, let me just go index until I determine where I want to go allocate. And I think this is one thing that we're living with, and I think you as the analyst are focusing on it, you're witnessing it too. And it is a more volatile business than what I would call fundamental equities. If you have good performance, generally in fundamental equities, you have more consistently long periods of time with those assets. Now, our core index business is very stable, as stable as any business. But on the margin, there are clients who use index as a short-term strategy. But I do believe, to answer your question, it is still going to be a net growth strategy. J. Jeffrey Hopson - Stifel, Nicolaus & Co., Inc.: And a follow-up, the multi-asset was stronger. That includes, I think, target date in fiduciary stuff and Global Allocation. Any sense of -- and the fee rate moved down a little bit, so any sense of kind of what drove the numbers in this quarter as far as flows?

Yes, it's more fiduciary. So you're just seeing we're way more fiduciary, which is lower fees than Global All. And what you're seeing also, as a whole, you're going to -- what it should be telling you, it's becoming institutionalized, too, where it used to be a lot more retail.

Our next question comes from the line of Marc Irizarry with Goldman Sachs. Marc Irizarry - Goldman Sachs Group Inc.: Larry, can you just talk a little bit about what happened in International Retail during the quarter? And then also, as you think about your market share outside the U.S. in retail, what regions or countries do you see the sort of nearest opportunity for BlackRock?

Well, we continue to be in the top 3 in net new sales in Europe. As I said in International Retail, in May and June, we saw more outflows in our equities. In the first quarter, we saw huge inflows in equities. In May and June, there is more inflows in fixed income and other participants participated in that. And so, I think the International equities, because of our strong presence, as I said earlier in gold funds and in commodity-like products, we had more volatility in that category. And we continue to see volatility in that quarter in July. But we're very well positioned there. We continue to see very strong growth in most of the regions in Continental Europe. We're working on closer and more robust alliances with a few of our large distribution partners. And so we're very positive about our positioning in our International Retail platform. We have great opportunities in the U.K., continued opportunities in Italy, we have a growing presence in Germany and France, so it continues. We are seeing more volatility in Taiwan, in Asia. And I would say, an area that we're starting see some real growth in our mutual fund platform is Japan for the first time in many, many years. I'm pleased to say that. And that has a lot to do with our joint venture relationship with Mizuho. We're starting to see flows there. One of the big initiatives we have, not just in our International Retail products, but our global mutual fund products are income-oriented strategies. This is going to be our real premise over the course of the next year, and really pushing income-oriented strategy. That's going to be our big push in the third and fourth quarter and going into next year. And that's where we see probably the greatest opportunity worldwide. Marc Irizarry - Goldman Sachs Group Inc.: Okay, great. And then just in the multi-asset class category, if you will, they look like some of the performance fees, you had negative performance fees, I think, in that category. Anything going on there in terms of performance for multi-asset class that we should be looking at? I know that those products tend to be less constrained and benchmark focused, maybe you could just touch on that.

Yes. That really is just an accounting anomaly. We do book all of our performance fees when locked, but sometimes they're on estimated results because we don't yet have the final results. So that negative is just really reflective of an estimate in the fourth quarter, which went the final number, reversed a little, it wasn't material to the total number that was booked. So not indicative of present performance that really continues to have good performance. Marc Irizarry - Goldman Sachs Group Inc.: And then just on the alternative flows, I guess we're seeing a lot of demand, it would seem like, in the alternative space from institutions you have the flows and alternatives haven't seemed really to be taking off too much. Larry, I know you mentioned sort of barbelling and high office strategies apparent with passive as a real opportunity for you guys, that seems to be working. What's sort of weighing on the alternative flows and should we expect that to maybe pick up in the back half?

When you look at look at all our alternative flows and what we see from the alternatives, we've got what you think of traditionally as alternative we've also got currency and commodity. So what you're seeing on the negative side is really -- frankly, on the iShares, what we saw in the second quarter was outflows out of commodities, frankly, out of silver in particular. And we saw currency coming out. So it was not reflective at all of the fundamental alternatives business, which was growing, but reflective of currency and commodity. And that break out is given to you in the uncollated [ph] result. Marc Irizarry - Goldman Sachs Group Inc.: And then Larry, just now that the merger-related outflows are behind you and it seems like you're pretty optimistic about the future for scientific, for sort of the scientific equity businesses. Are you still sort of committed to longer-term organic growth in the mid-single digits when you look at the business? How should we think about the right long-term organic growth rate?

I have not changed any of my views. Obviously, if the world still capitulates, those will be wrong. If the world feels ultimately -- if it stabilizes, I could be too barish on the flows. But I do believe our platform can allow us to the have that type of consistent growth.

Your next question comes from the line of Bill Katz with Citigroup. William Katz - Citigroup Inc: Just a couple of questions myself. If you think about -- Ann Marie, this one's for you. What's the right base fee rate entering third quarter, given just sort of the ebbs and flows around new business, the seasonality and the sec lending business, if you will, and maybe the impact of average assets given the volatility from month-to-month?

Yes. It's interesting. I mentioned the increase on flows -- the higher base point realization on inflows and outflows. But on the total installed book, that works its way in very, very slowly. So unfortunately, the mix of inflows impact on revenue comes in gradually over a long period of time. The sec lending really, I think, you can work out pretty easily based on the data I can give you. And I can help you with that offline or anyone that needs help with it, because that does cause a lift up in the second quarter basis point realization. But all that said, we're seeing a gradual, little bit by little bit increasing average basis points every single quarter, and that's without the sec lending. But it's a gradual migration. William Katz - Citigroup Inc: Okay. Second question, let's just come back to sort of expense for a moment. You mentioned a charge upcoming potentially some time in the second half of the year, but if you look beyond that and think about the consolidation of space, with all else being equal, would that result in a lower occupancy run rate going forward? And if that is true, would that serve to offset some of the ongoing investment spending elsewhere?

What I would say is, look, we have with our present 2 buildings, about 300,000 square feet, and we're taking about 200,000 square feet. But what we're doing today is we're paying double rent. And the part that'll go away is actually the double rent once we accelerate those remaining lease expenses. William Katz - Citigroup Inc: So would that offset the ongoing marketing spend in other investments or no?

Well, there's a lot going on. And I guess, we're not really thinking about that in that way. We're really thinking about bringing in the right expenses to grow the business that are going to produce the returns, and balancing that with the rate of revenue books.

Clearly, as Ann Marie said, Bill, we're paying for the 3 buildings now, we're going to be paying for 1. But I don't look -- and as Ann Marie said, we're not looking at that to offset other expenses. We're looking at all our expenses and our margins in the totality. This is just one of many levers. William Katz - Citigroup Inc: Okay. Just a couple more. Larry, before you mentioned sort of a little bit of a shift going on in the scientific business, is that specific to BlackRock or is that more of an industry event? And then, so if you could lay that into the $84 billion of the pipeline in terms of the long term side, what are the allocations you're seeing at the margin in terms of where money is going?

So let me just answer that question. In terms of equities, of the $84 billion, about $25 billion of this is equities -- did I get it right? So yes, excuse me.

Out of the $84 million, It's about $16.5 million.

$16.5 million is equities and fixed income is about $43 billion. William Katz - Citigroup Inc: Okay. Just in terms of the scientific that you mentioned sort of seeing an inflection, is that a BlackRock [indiscernible]?

No, what we're saying in scientific is we are seeing a real turnaround in performance, which I believe over the course of the next 6 months to a year, we'll start seeing a turnaround in the flows. It's not going to be that immediate. But if we continue to have this type of performance, and I'm talking more U.S. scientific. Global scientific, we're seeing flows, and we have had consistently good performance. William Katz - Citigroup Inc: Then just one last one. Just it seems like anything with Barclays [ph] payable to use your terminology. So given that and given your still robust free cash flow, which seems to be accelerating given the margin improvement and the utilization moving up, how do you think about the use of free cash flow from here?

I'll use it when I need it. I'm not afraid of using it. Obviously, we're going to look at -- the Board will look at dividends, we'll look at stock repurchases. Obviously, those are the 2 most useful to shareholders in terms of capital management. We continue to look at small, little lift outs of teams and people. I could tell you we're not looking at any big mergers. So I believe it's fair to say we will look at -- as we did this past 6 months, we're going to look at dividends and we're going to look at share repurchases when and if necessary.

Your next question comes from the line of Glenn Schorr with Nomura. Glenn Schorr - Nomura Securities Co. Ltd.: First, quick one on the debt you took on to bring in the Bank of America shares. It pushes the debt-to-EBITDA up to a fine range of 1.5x, 1.6x. Just curious where your comfort zone is on debt-to-EBITDA, and obviously, you're producing a lot of cash from growing it quickly.

I could tell you I'm very happy with those ratios today. One should not assume that we're going to continue to leverage this institution to buy in more debt. I think that would be a -- because we do get to drive some of earnings through beta, I do not like having leverage beta debts. I think that is a cause for a financial uncertainty. I also believe the more leverage you have in a balance sheet, the more scrutiny you're going to have by your regulators worldwide, as leverage is a great component as in terms of risk when they look at institutions. And so it's not a function of looking at my ratings as much as making sure that we are in good standing with all the regulators worldwide. And that we are not a focus of any one regulator because of our leverage ratios. Glenn Schorr - Nomura Securities Co. Ltd.: That's a good lead into the next question. Nevermind that I don't think either one of us thinks you should be designated CFE [ph]. If there was a nominal CFE put buffer towards you, how does that even work? I have a hard time getting my arms around what they would be looking at and...

Let's open up the phone for everyone. Maybe someone could help us. I have no idea either. I don't know. Let's say we've had very good -- we're in very good dialogue with our worldwide regulators. I think, we'll all learn at the same time as to how they determine these types of characteristics and what they're looking for. And we'll know. But we don't know how they analyze unleveraged institutions the same way they analyze these very large leveraged institutions. Glenn Schorr - Nomura Securities Co. Ltd.: Yes, I'm with that. Okay. Last one in money fund industry. I heard your comments loud and clear in terms of what produced the outflows and uncertainty now. Curious on your thoughts, is it really just cyclical around recent crises like the European crisis? Or do you see, given that regulators pushing a more secular shift into something like bank deposits?

I think it depends on what regulator you speak to. I think some regulators would like all of them to gain bank deposits and so having some other regulators are really believe that we need a more broad-based financial landscape, so money market funds are good in the diversifications of money. I think that's a raging debate within the regulatory regimes worldwide, what will all the money markets on display. I do believe there's more -- there's a greater view that money market funds serve a very good strong purpose as a diversification away from too big to fail institutions. Nevertheless, it is our strongest position at BlackRock, and we've been a leading advocate of it, that we do believe that money markets should have some capital set aside to minimize any type of exposure or run. The SEC and the Federal Reserve has asked many questions related to capital and subordination [ph]. And this is not a part at Dodd-Frank, but this is going to be part of the changes in the regulatory landscape. And I think this is fluid dialogue going on between the mutual fund and money market industry. We're a part of that and our regulators.

Your next question comes from the line of Allison Heffernan with KBW. Robert Lee - Keefe, Bruyette, & Woods, Inc.: Actually it's Rob Lee. Listen, most of my questions were asked, but just a question on the Solutions business. I mean I understand that, I guess, the revenues, at least the last couple of quarters, were somewhat impacted by the run-off from some of the advisory AUM and maybe some slowdown and kind of a 1x advisory mandate, at least relative to the crisis years. But could it be possible to first get some sense of kind of the relative mix of that revenue line? I mean, how much of that 118 did you kind of consider, for lack of better way of putting it, kind of a core, recurring from kind of the Aladdin business?

Well, I think we've done a very good job in the last year of navigating clients who we were asked to do short term advisory assignments to navigating those into a long term Aladdin-type assignments. We are moving more and more business into the Aladdin space. I said earlier, we just signed a very large Aladdin contract yesterday in Europe. It's not public who it is, but it's a large financial institution. And most importantly, which I did not say about these 2 contracts, it is multi-asset. So it is not just fixed income, it is now equity. And so we are now navigating -- we're now in dialogue with many of our clients of adding part of the Aladdin platform of the entire balance sheet equity and bond. And so this is where we believe the next leg in terms of growth. But nevertheless also, Aladdin used to be a heavily oriented U.S. business, and we have won, so far this year a large assignment in Japan, we've won multiple assignments in Europe, and we see great growth opportunities worldwide. So the revenue line, you're correct in saying it is essentially flat. The translation -- and Ann Marie could go into detail offline, Rob, going from 1x win to more reoccurring revenues has really accelerated.

Yes, the recurring mix of revenue is the strongest it's been since we've entered into the alternate process [ph], so it's gotten stronger each quarter.

And Ann Marie can get into the details of that. Robert Lee - Keefe, Bruyette, & Woods, Inc.: And maybe just one general question about Solutions. I mean, I guess in theory, I've always thought that because you've been generally a pretty strong growth engine, you've been investing a lot in that business and converting clients and infrastructure of that. Generally, that business has margins below kind of the asset management franchise, for lack of a better way of putting it. Would that be correct or is that actually in a similar higher margin business?

Well, as I discussed over the many years, when you win an Aladdin assignment, you have very low margins. Because the first year, we're not providing any service, we're on-boarding all the assets. So it's really a very low margin, an almost cost-related type of business. It is once the on-boarding is complete, we are providing the business to the client where the margins improve. And I would say, because of the fact that we're winning more Aladdin assignment now, as Ann Marie discussed, it looks to you that we are lowering our margins. But the reality is it's just the economy in which we win this business. And then as the on-boarding occurs, the margins go more normalized.

And one other thing I would say to that is it's almost a privilege to be talking about a margin on a business that for almost any firm, is just a cost space. So it's a good factor. I mean, remember, we're getting revenues for supporting what we also use to support the core running of our own business.

At this time, ladies and gentlemen, we have reached the allotted time for questions. Mr. Fink and Ms. Petach, are there any closing remarks?

I just want to wish everyone a very good quarter, and I hope the politics of the U.S. and the politics of Europe, that they do the right thing and so we as investors, we as leaders of businesses can focus on the long term and getting back to investing in the long term, which then means hiring and job growth. And until our politicians understand that the short term that they're focusing on and the uncertainty that they're creating is really inhibited a lot of what I would call long-term growth in the private sector economies worldwide. Thank you, everyone.

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