13. Borrowings

Short-Term Borrowings

2024 Revolving Credit Facility. The Company maintains an unsecured revolving credit facility, which is available for working capital and general corporate purposes (the “2024 credit facility”). In March 2024, the 2024 credit facility was amended to, among other things, (1) permit the proposed acquisition of Global Infrastructure Management, LLC (referred to herein as Global Infrastructure Partners (“GIP”) or the "GIP Transaction") and the transactions contemplated in connection with the GIP Transaction, (2) add BlackRock Funding, Inc., a Delaware corporation and currently a wholly owned subsidiary of BlackRock (“BlackRock Funding”), as a borrower under the existing credit agreement, (3) add BlackRock Funding as a guarantor of the payment and performance of the obligations, liabilities and indebtedness of BlackRock and certain of its other subsidiaries and (4) update the sustainability-linked pricing mechanics to allow metrics to be set following the consummation of the GIP Transaction. In May 2024, the 2024 credit facility was further amended to, among other things, (1) increase the aggregate commitment amount by $400 million to $5.4 billion and (2) extend the maturity date to March 2029 for lenders (other than one non-extending lender) pursuant to the Company’s option to request extensions of the maturity date available under the 2024 credit facility (with the commitment of the non-extending lender maturing in March 2028). The 2024 credit facility permits the Company to request up to an additional $1.0 billion of borrowing capacity, subject to lender credit approval, which could increase the overall size of the 2024 credit facility to an aggregate principal amount of up to $6.4 billion. Interest on outstanding borrowings accrues at an applicable benchmark rate for the denominated currency of the loan, plus a spread. The 2024 credit facility requires the Company not to exceed a maximum leverage ratio (ratio of net debt to earnings before interest, taxes, depreciation and amortization, where net debt equals total debt less unrestricted cash) of 3 to 1, which was satisfied with a ratio of less than 1 to 1 at June 30, 2024. At June 30, 2024, the Company had no amount outstanding under the 2024 credit facility.

Commercial Paper Program. The Company can issue unsecured commercial paper notes (the “CP Notes”) on a private-placement basis up to a maximum aggregate amount outstanding at any time of $4 billion. The commercial paper program is currently supported by the 2024 credit facility. At June 30, 2024, BlackRock had no CP Notes outstanding.

Subsidiary Credit Facility. In January 2024, BlackRock Investment Management (UK) Limited ("BIM UK"), a wholly owned subsidiary of the Company, entered into a revolving credit facility (the “Subsidiary Credit Facility”) in the amount of £25 million (or approximately $32 million based on the GBP/USD foreign exchange rate at June 30, 2024) with a rolling 364-day term structure. The Subsidiary Credit Facility is available for BIM UK's general corporate and working capital purposes. At June 30, 2024, there was no amount outstanding under the Subsidiary Credit Facility.

Long-Term Borrowings

March 2024 Notes. In March 2024, BlackRock Funding issued $3.0 billion in aggregate principal amount of senior unsecured and unsubordinated notes. These notes were issued as three separate series of senior debt securities including $500 million of 4.70% notes maturing on March 14, 2029 (the "2029 Notes"), $1.0 billion of 5.00% notes maturing on March 14, 2034 (the "2034 Notes") and $1.5 billion of 5.25% notes maturing on March 14, 2054 (the "2054 Notes") (collectively, the "March 2024 Notes"). Net proceeds are intended to be used to fund a portion of the cash consideration for the GIP Transaction, which is expected to close in third quarter of 2024. Interest on the March 2024 Notes of approximately $152 million per year is payable semi-annually on March 14 and September 14 of each year, beginning September 14, 2024. The March 2024 Notes are fully and unconditionally guaranteed (the “March 2024 Notes Guarantee”) on a senior unsecured basis by BlackRock. The March 2024 Notes and the March 2024 Notes Guarantee rank equally in right of payment with all of BlackRock Funding and BlackRock’s other unsubordinated indebtedness, respectively. The March 2024 Notes may be redeemed prior to maturity at any time in whole or in part at the option of BlackRock Funding at the redemption prices set forth in the applicable series of March 2024 Notes. In addition, if the GIP Transaction is not consummated, BlackRock Funding will be required to redeem all outstanding 2029 Notes and 2034 Notes (the “Special Mandatory Redemption”) at a Special Mandatory Redemption price equal to 101% of the aggregate principal amount of the applicable series of March 2024 Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption date. Upon completion of a Special Mandatory Redemption, either (a) BlackRock may assume the obligations of BlackRock Funding under the 2054 Notes or (b) BlackRock Funding may merge with and into BlackRock as a result of which transaction the separate legal existence of BlackRock Funding would cease, and, in either case, BlackRock Funding will be released under the indenture governing the 2054 Notes and BlackRock will be released from the March 2024 Notes Guarantees, but will instead become the primary (and sole) obligor under the 2054 Notes and the related indenture provisions. In the event of a Special Mandatory Redemption, the proceeds of the 2054 Notes will be used for general corporate purposes, which may include repayment of outstanding indebtedness.

Long-term borrowings at December 31, 2023 had a carrying value of $7.9 billion and a fair value of $7.4 billion, determined using market prices at the end of December 31, 2023.

In March 2024, the Company fully repaid $1.0 billion of 3.50% Notes at maturity.

See Note 14, Borrowings, in the 2023 Form 10-K for more information regarding the Company’s borrowings.