BlackRock Auditor: Deloitte’s Scope, Fees, and Independence

BlackRock’s auditor is Deloitte & Touche LLP, which has served as the independent registered public accounting firm for the asset manager continuously since 2002. For fiscal year 2024, Deloitte issued an unqualified opinion on BlackRock’s financial statements, the cleanest result available, meaning it found no material issues with how the company reported its numbers.¹

What Deloitte Audits, and What It Doesn’t

Deloitte audits BlackRock the company. It does not audit the thousands of individual investment funds BlackRock manages. That distinction matters, because people often assume one audit covers everything with the BlackRock name on it.

The corporate audit covers BlackRock’s consolidated financial statements, revenue, balance sheet, and internal controls. That is the opinion you see in the annual 10-K filing with the SEC.¹ The individual funds, including iShares ETFs, are separate legal entities with their own financial statements and their own auditors. PricewaterhouseCoopers LLP, not Deloitte, audits many of BlackRock’s ETF trusts.² Keeping the two apart prevents any single firm from having unchecked oversight across the asset manager and the products it sells.

The Two Opinions Deloitte Issues

Deloitte’s primary job is to express an opinion on whether BlackRock’s financial statements fairly present the company’s financial position under U.S. Generally Accepted Accounting Principles. PCAOB auditing standards allow the auditor to issue a qualified, adverse, or disclaimed opinion if problems arise; BlackRock received an unqualified opinion for 2024.³

Deloitte also issues a separate opinion on BlackRock’s internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act.⁴ That opinion assesses whether BlackRock’s controls are designed well enough to prevent or catch material errors. For a firm whose Aladdin platform processes huge volumes of client transactions and valuation data daily, the controls around revenue recognition, subsidiary consolidation, and investment pricing receive the heaviest testing.

The Hard Parts of the 2024 Audit

Since 2019, PCAOB standards have required auditors to disclose “critical audit matters,” meaning the areas communicated to the audit committee that relate to material accounts and involved especially challenging or subjective judgment.⁵ For fiscal year 2024, Deloitte flagged two.¹

The first was the valuation of the Global Infrastructure Partners acquisition, which closed in October 2024. BlackRock recorded approximately $1.8 billion in intangible assets tied to management contracts and an estimated $4.2 billion in contingent consideration. Testing whether those figures were reasonable meant evaluating management’s assumptions about future revenue, growth rates, and discount rates.

The second was the impairment analysis for indefinite-lived intangible assets. BlackRock holds significant management contracts, trade names, and licenses acquired through past deals, and determining whether any have lost value depends on projections of future revenue, operating margins, and discount rates. Both matters turn on the same underlying challenge: BlackRock’s business generates enormous intangible value through long-term contracts, and putting a number on that value involves judgment calls where reasonable people can disagree.

What BlackRock Pays Deloitte

For fiscal year 2024, BlackRock paid Deloitte approximately $34.1 million across all service categories. The breakdown, disclosed in BlackRock’s 2025 proxy statement:⁶

Audit fees of $24.5 million, covering the consolidated financial statement audit, quarterly 10-Q reviews, statutory audits, SEC document reviews, and the internal controls opinion.
Audit-related fees of $5.9 million, primarily attestation services under SSAE No. 18 and ISAE 3402, Global Investment Performance Standards verification, and regulatory assurance work.
Tax fees of $3.6 million for compliance and advisory services performed by Deloitte’s tax personnel.
All other fees of $0.1 million for regulatory reviews, technology subscriptions, and translation services.

These figures exclude an additional $6.7 million in fees related to auditing GIP-affiliated funds after the October 2024 acquisition. Those costs are reimbursed to BlackRock by the GIP funds themselves.⁶

Audit fees account for roughly 72% of the total. Regulators get concerned when non-audit fees start to approach or exceed audit fees, because it can signal the auditor has too much financial incentive to keep the client happy on the consulting side. BlackRock’s ratio sits well within normal bounds for a large financial institution.

Who Hires and Oversees the Auditor

BlackRock’s Audit Committee has sole authority to hire, pay, and oversee Deloitte. The committee must consist of at least three independent directors meeting both NYSE independence standards and the SEC’s stricter independence requirements for audit committee members, with at least one qualifying as an “audit committee financial expert” under SEC rules.⁷

The committee pre-approves every service Deloitte performs, including the main audit, related assurance work, and any permissible non-audit services. It annually reviews Deloitte’s internal quality-control procedures, any government or professional investigations involving the firm, and all relationships between Deloitte and BlackRock.⁷

Each year, the Board asks shareholders to ratify the Audit Committee’s choice of Deloitte. The vote is technically non-binding; the Audit Committee could keep Deloitte even if shareholders voted against ratification. The Board has stated that a failed vote would be treated as a recommendation to consider switching firms. Ratification is classified as “routine” under NYSE rules, so brokers can vote shares on behalf of clients who don’t submit their own instructions.⁶

Independence Rules That Keep Deloitte at Arm’s Length

For the audit to mean anything, Deloitte must be genuinely independent of BlackRock. The SEC’s independence rule spells out what that requires in practice. Deloitte cannot hold any direct investment in BlackRock, meaning no stocks, bonds, or options. No loans can flow between the two in either direction. And Deloitte is barred from providing a long list of non-audit services that could compromise objectivity, including bookkeeping, financial system design, actuarial work, internal audit outsourcing, management functions, and legal services.⁸

The PCAOB enforces its own overlapping independence rules, and when the SEC and PCAOB standards differ, the auditor must follow whichever is more restrictive.⁹ As an additional safeguard, the Sarbanes-Oxley Act makes it illegal for the lead audit partner to serve on the same engagement for more than five consecutive years. After five years, a new lead partner must rotate in.¹⁰ So while Deloitte has held the engagement for more than two decades, the individual partner signing the opinion has turned over several times.

1
BlackRock. BlackRock Inc. Annual Report on Form 10-K for Fiscal Year 2024
2
Public Company Accounting Oversight Board. Form AP – BlackRock ETF Trust
3
Public Company Accounting Oversight Board. AS 3105 – Departures from Unqualified Opinions and Other Reporting Circumstances
4
U.S. Securities and Exchange Commission. Internal Control Over Financial Reporting in Exchange Act Periodic Reports
5
Public Company Accounting Oversight Board. AS 3101 – The Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion
6
U.S. Securities and Exchange Commission. BlackRock 2025 Proxy Statement
7
BlackRock. BlackRock Inc. Board of Directors Audit Committee Charter
8
eCFR. 17 CFR 210.2-01 – Qualifications of Accountants
9
Public Company Accounting Oversight Board. Ethics and Independence Rules
10
Public Company Accounting Oversight Board. Sarbanes-Oxley Act of 2002 – Section 203