UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-05542

 

Name of Fund: BlackRock   Income Trust, Inc. (BKT)

 

Fund Address:    100 Bellevue   Parkway, Wilmington, DE 19809

Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BlackRock Income Trust, Inc., 55 East 52nd Street, New York, NY 10055

Registrant’s telephone number, including area code: (800) 882-0052, Option 4

Date of fiscal year end: 12/31/2020

Date of reporting period: 12/31/2020


Item 1 – Report to Stockholders

(a) The Report to Shareholders is attached herewith.


 

LOGO

  DECEMBER 31, 2020

 

 

   

  

2020 Annual Report

 

 

BlackRock 2022 Global Income Opportunity Trust (BGIO)

BlackRock Income Trust, Inc. (BKT)

 

 

 

    

 

 

Not FDIC Insured • May Lose Value • No Bank Guarantee


Supplemental Information  (unaudited)

 

Section 19(a) Notices

BlackRock 2022 Global Income Opportunity Trust’s (BGIO) and BlackRock Income Trust, Inc.’s (BKT) (collectively the “Trusts”, or individually a “Trust”) amounts and sources of distributions reported are estimates and are being provided to you pursuant to regulatory requirements and are not being provided for tax reporting purposes. The actual amounts and sources for tax reporting purposes will depend upon each Trust’s investment experience during its fiscal year and may be subject to changes based on tax regulations. Each Trust will provide a Form 1099-DIV each calendar year that will tell you how to report these distributions for U.S. federal income tax purposes.

December 31, 2020

 

       
       

Total Cumulative Distributions

for the Fiscal Period

       

% Breakdown of the Total Cumulative

Distributions for the Fiscal Period

     
 

Trust Name             

   

Net

Investment

Income

 

 

 

   

Net Realized

Capital Gains

Short-Term

 

 

 

   

Net Realized

Capital Gains

Long-Term

 

 

 

   

Return of

Capital

 

(a)  

   

Total Per

Common

Share

 

 

 

 

  

   

Net

Investment

Income

 

 

 

   

Net Realized

Capital Gains

Short-Term

 

 

 

   

Net Realized

Capital Gains

Long-Term

 

 

 

   

Return of

Capital

 

 

   

Total Per

Common

Share

 

 

 

 

      

      

 

BGIO

  $ 0.516263     $     $     $ 0.083737     $ 0.600000         86             14     100  
 

BKT

    0.338753                   0.074047       0.412800           82                   18       100    

 

  (a) 

Each Trust estimates that it has distributed more than its net investment income and net realized capital gains; therefore, a portion of the distribution may be a return of capital. A return of capital may occur, for example, when some or all of the shareholder’s investment in a Trust is returned to the shareholder. A return of capital does not necessarily reflect a Trust’s investment performance and should not be confused with “yield” or “income.” When distributions exceed total return performance, the difference will reduce a Trust’s net asset value per share.

 

Section 19(a) notices for the Trusts, as applicable, are available on the BlackRock website at blackrock.com.

Managed Distribution Plan

BKT, with the approval of BKT’s Board of Trustees (the “Board”), adopted a managed distribution plan, consistent with its investment objectives and policies, to support a level distribution of income, capital gains and/or return of capital (the “Plan”). In accordance with the Plan, BKT currently distributes a fixed amount of $.0344 per share on a monthly basis.

The fixed amount distributed per share is subject to change at the discretion of the Board. BKT is currently not relying on any exemptive relief from Section 19(b) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under its Plan, BKT will distribute all available investment income to its shareholders as required by the Internal Revenue Code of 1986, as amended (the “Code”). If sufficient income (inclusive of net investment income and short-term capital gains) is not earned on a monthly basis, BKT will distribute long-term capital gains and/or return of capital to shareholders in order to maintain a level distribution. Each monthly distribution to shareholders is expected to be at the fixed amount established by the Board; however, BKT may make additional distributions from time to time, including additional capital gain distributions at the end of the taxable year, if required to meet requirements imposed by the Code and/or the 1940 Act.

Shareholders should not draw any conclusions about BKT’s investment performance from the amount of these distributions or from the terms of the Plan. BKT’s total return performance is presented in its financial highlights table.

The Board may amend, suspend or terminate the Plan at any time without prior notice to BKT’s shareholders if it deems such actions to be in the best interests of BKT or its shareholders. The suspension or termination of the Plan could have the effect of creating a trading discount (if BKT’s stock is trading at or above net asset value) or widening an existing trading discount. BKT is subject to risks that could have an adverse impact on its ability to maintain level distributions. Examples of potential risks include, but are not limited to, economic downturns impacting the markets, changes in interest rates, decreased market volatility, companies suspending or decreasing corporate dividend distributions and changes in the Code.

 

 

2  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R  S


The Markets in Review

Dear Shareholder,

The 12-month reporting period as of December 31, 2020 has been a time of sudden change in global financial markets, as the emergence and spread of the coronavirus (or “COVID-19”) led to a vast disruption in the global economy and financial markets. The threat from the coronavirus became increasingly apparent throughout February and March 2020, and countries around the world took economically disruptive countermeasures. Stay-at-home orders and closures of non-essential businesses became widespread, many workers were laid off, and unemployment claims spiked, causing a global recession and a sharp fall in equity prices.

After markets hit their lowest point of the reporting period in late March 2020, a steady recovery ensued, as businesses began to re-open and governments learned to adapt to life with the virus. Equity prices continued to rise throughout the summer, fed by strong fiscal and monetary support and improving economic indicators. Many equity indices neared or surpassed all-time highs late in the reporting period following a series of successful vaccine trials and passage of additional stimulus. In the United States, both large- and small-capitalization stocks posted a significant advance. International equities from developed economies grew at a more modest pace, lagging emerging market stocks, which rebounded sharply.

During the market downturn, the performance of different types of fixed-income securities initially diverged due to a reduced investor appetite for risk. U.S. Treasuries benefited from the risk-off environment, and posted solid returns, as the 10-year U.S. Treasury yield (which is inversely related to bond prices) touched an all-time low. In the corporate bond market, support from the U.S. Federal Reserve (the “Fed”) assuaged credit concerns and both investment-grade and high-yield bonds recovered to post positive returns.

Following the coronavirus outbreak, the Fed instituted two emergency interest rate cuts, pushing short-term interest rates, already low as the year began, close to zero. To stabilize credit markets, the Fed also implemented a new bond-buying program, as did several other central banks around the world, including the European Central Bank and the Bank of Japan.

Looking ahead, while coronavirus-related disruptions have clearly hindered worldwide economic growth, we believe that the global expansion is likely to accelerate as vaccination efforts get under way. The results of the U.S. elections also cleared the way for additional stimulus spending in 2021, which is likely to be a solid tailwind for economic growth. Inflation should increase as the expansion continues, but a shift in central bank policy means that moderate inflation is less likely to be followed by interest rate hikes that could threaten the equity expansion.

Overall, we favor a positive stance toward risk, with an overweight in both equities and credit. We see U.S. and Asian equities benefiting from structural growth trends in tech, while emerging markets should be particularly helped by a vaccine-led economic expansion. In credit, rising inflation should provide tailwinds for inflation-protected bonds, and Euro area peripherals and Asian bonds also provide attractive opportunities. We believe that international diversification and a focus on sustainability can help provide portfolio resilience, and the disruption created by the coronavirus appears to be accelerating the shift toward sustainable investments.

In this environment, our view is that investors need to think globally, extend their scope across a broad array of asset classes, and be nimble as market conditions change. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.

Sincerely,

 

LOGO

Rob Kapito

President, BlackRock Advisors, LLC

LOGO

Rob Kapito

President, BlackRock Advisors, LLC

Total Returns as of December 31, 2020

     6-Month   12-Month
   

U.S. large cap equities
(S&P 500® Index)

    22.16     18.40
   

U.S. small cap equities
(Russell 2000® Index)

    37.85       19.96  
   

International equities
(MSCI Europe, Australasia,
Far East Index)

    21.61       7.82  
   

Emerging market equities
(MSCI Emerging Markets Index)

    31.14       18.31  
   

3-month Treasury bills
(ICE BofA 3-Month
U.S. Treasury Bill Index)

    0.07       0.67  
   

U.S. Treasury securities
(ICE BofA 10-Year
U.S. Treasury Index)

    (1.87)       10.58  
   

U.S. investment grade bonds
(Bloomberg Barclays
U.S. Aggregate Bond Index)

    1.29       7.51  
   

Tax-exempt municipal bonds
(S&P Municipal Bond Index)

    2.92       4.95  
   

U.S. high yield bonds
(Bloomberg Barclays
U.S. Corporate High Yield 2% Issuer Capped Index)

    11.32       7.05  
Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

 

 

 

 

H I S  A G E  I S  N O T  A  R T  O F  O U R  U N D  E P O R T

  3


Table of Contents

 

      Page  

Supplemental Information

     2  

The Markets in Review

     3  

Annual Report:

  

The Benefits and Risks of Leveraging

     5  

Derivative Financial Instruments

     5  

Trust Summary

     6  

Financial Statements:

  

Schedules of Investments

     12  

Statements of Assets and Liabilities

     39  

Statements of Operations

     41  

Statements of Changes in Net Assets

     42  

Statements of Cash Flows

     43  

Financial Highlights

     45  

Notes to Financial Statements

     47  

Report of Independent Registered Public Accounting Firm

     59  

Important Tax Information

     60  

Investment Objectives, Policies and Risks

     61  

Automatic Dividend Reinvestment Plan

     69  

Trustee and Officer Information

     70  

Additional Information

     73  

Glossary of Terms Used in this Report

     76  

 

 

4       


The Benefits and Risks of Leveraging

 

The Trusts may utilize leverage to seek to enhance the distribution rate on, and net asset value (“NAV”) of, their common shares (“Common Shares”). However, there is no guarantee that these objectives can be achieved in all interest rate environments.

In general, the concept of leveraging is based on the premise that the financing cost of leverage, which is based on short-term interest rates, is normally lower than the income earned by a Trust on its longer-term portfolio investments purchased with the proceeds from leverage. To the extent that the total assets of each Trust (including the assets obtained from leverage) are invested in higher-yielding portfolio investments, each Trust’s shareholders benefit from the incremental net income. The interest earned on securities purchased with the proceeds from leverage (after paying the leverage costs) is paid to shareholders in the form of dividends, and the value of these portfolio holdings (less the leverage liability) is reflected in the per share NAV.

To illustrate these concepts, assume a Trust’s capitalization is $100 million and it utilizes leverage for an additional $30 million, creating a total value of $130 million available for investment in longer-term income securities. If prevailing short-term interest rates are 3% and longer-term interest rates are 6%, the yield curve has a strongly positive slope. In this case, a Trust’s financing costs on the $30 million of proceeds obtained from leverage are based on the lower short-term interest rates. At the same time, the securities purchased by a Trust with the proceeds from leverage earn income based on longer-term interest rates. In this case, a Trust’s financing cost of leverage is significantly lower than the income earned on a Trust’s longer-term investments acquired from such leverage proceeds, and therefore the holders of Common Shares (“Common Shareholders”) are the beneficiaries of the incremental net income.

However, in order to benefit shareholders, the return on assets purchased with leverage proceeds must exceed the ongoing costs associated with the leverage. If interest and other costs of leverage exceed a Trust’s return on assets purchased with leverage proceeds, income to shareholders is lower than if a Trust had not used leverage. Furthermore, the value of the Trusts’ portfolio investments generally varies inversely with the direction of long-term interest rates, although other factors can influence the value of portfolio investments. In contrast, the amount of each Trust’s obligations under its leverage arrangement generally does not fluctuate in relation to interest rates. As a result, changes in interest rates can influence the Trusts’ NAVs positively or negatively. Changes in the future direction of interest rates are very difficult to predict accurately, and there is no assurance that a Trust’s intended leveraging strategy will be successful.

The use of leverage also generally causes greater changes in each Trust’s NAV, market price and dividend rates than comparable portfolios without leverage. In a declining market, leverage is likely to cause a greater decline in the NAV and market price of a Trust’s shares than if the Trust were not leveraged. In addition, each Trust may be required to sell portfolio securities at inopportune times or at distressed values in order to comply with regulatory requirements applicable to the use of leverage or as required by the terms of leverage instruments, which may cause the Trust to incur losses. The use of leverage may limit a Trust’s ability to invest in certain types of securities or use certain types of hedging strategies. Each Trust incurs expenses in connection with the use of leverage, all of which are borne by shareholders and may reduce income to the shareholders. Moreover, to the extent the calculation of each Trust’s investment advisory fees includes assets purchased with the proceeds of leverage, the investment advisory fees payable to each Trust’s investment adviser will be higher than if the Trusts did not use leverage.

Each Trust may utilize leverage through reverse repurchase agreements as described in the Notes to Financial Statements, if applicable.

Under the Investment Company Act of 1940, as amended (the “1940 Act”), each Trust is permitted to issue debt up to 33 1/3% of its total managed assets. A Trust may voluntarily elect to limit its leverage to less than the maximum amount permitted under the 1940 Act.

If a Trust segregates or designates on its books and records cash or liquid assets having a value not less than the value of a Trust’s obligations under a reverse repurchase agreement (including accrued interest) then such transaction is not considered a senior security and is not subject to the foregoing limitations and requirements imposed by the 1940 Act.

Derivative Financial Instruments

The Trusts may invest in various derivative financial instruments. These instruments are used to obtain exposure to a security, commodity, index, market, and/or other assets without owning or taking physical custody of securities, commodities and/or other referenced assets or to manage market, equity, credit, interest rate, foreign currency exchange rate, commodity and/or other risks. Derivative financial instruments may give rise to a form of economic leverage and involve risks, including the imperfect correlation between the value of a derivative financial instrument and the underlying asset, possible default of the counterparty to the transaction or illiquidity of the instrument. The Trusts’ successful use of a derivative financial instrument depends on the investment adviser’s ability to predict pertinent market movements accurately, which cannot be assured. The use of these instruments may result in losses greater than if they had not been used, may limit the amount of appreciation a Trust can realize on an investment and/or may result in lower distributions paid to shareholders. The Trusts’ investments in these instruments, if any, are discussed in detail in the Notes to Financial Statements.

 

 

H E  E N E F I T S  A N D  I  S K S  O F  E V E R A G I N G   /  D E R I V A T I V E  F I N A N C I A L   I N S T R U M E N T S

  5


Trust Summary  as of December 31, 2020     BlackRock 2022 Global Income Opportunity Trust (BGIO)

 

Investment Objective

BlackRock 2022 Global Income Opportunity Trust’s (BGIO) (the “Trust”) investment objective is to seek to distribute a high level of current income and to earn a total return, based on the net asset value of the Trust’s common shares of beneficial interest, that exceeds the return on the Bloomberg Barclays 1-3 Month U.S. Treasury Bill Index by 500 basis points (or 5.00%) on an annualized basis over the life of the Trust, under normal market conditions. The Trust will terminate on or about February 28, 2022.

No assurance can be given that the Trust’s investment objective will be achieved. Risks relating to the Trust’s investment objective are described in further detail in the Notes to Financial Statements.

Trust Information

 

Symbol on New York Stock Exchange

  BGIO

Initial Offering Date

  February 27, 2017

Termination Date (on or about)

      February 28, 2022    

Current Distribution Rate on Closing Market Price as of December 31, 2020 ($9.04)(a)

  6.64%

Current Monthly Distribution per Common Share(b)

  $ 0.0500

Current Annualized Distribution per Common Share(b)

  $ 0.6000

Leverage as of December 31, 2020(c)

  14%

 

  (a) 

Current distribution rate on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. The current distribution rate may consist of income, net realized gains and/or a return of capital. Past performance does not guarantee future results.

 

 

  (b) 

The distribution rate is not constant and is subject to change. A portion of the distribution may be deemed a return of capital or net realized gain.

 

 

  (c) 

Represents reverse repurchase agreements as a percentage of total managed assets, which is the total assets of the Trust (including any assets attributable to any borrowings) minus the sum of its liabilities (other than borrowings representing financial leverage). Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Trust, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments.

 

Market Price and Net Asset Value Per Share Summary

 

     12/31/20      12/31/19      Change      High      Low  

Market Price

  $ 9.04      $ 9.86        (8.32 )%     $  9.95      $  5.66  

Net Asset Value

    9.19        9.75        (5.74      9.91        6.99  

Market Price and Net Asset Value History Since Inception

 

LOGO

The Trust commenced operations on February 27, 2017.

 

 

6  

2 0 2 0  B L A C K O C K    N N U A L  E P O R T  T O  H A R E H O L D E R  S 


Trust Summary  as of December 31, 2020 (continued)    BlackRock 2022 Global Income Opportunity Trust (BGIO)

 

Performance and Portfolio Management Commentary

Returns for the period ended December 31, 2020 were as follows:

 

     Average Annual Total Returns  
  

 

 

 
       1 Year        3 Years        Since Inception (a) 

Trust at NAV(b)(c)

     1.07      4.01      4.92

Trust at Market Price(b)(c)

     (1.69      4.11        4.06  

Bloomberg Barclays 1-3 Month U.S. Treasury Bill Index(d)

     0.54        1.52        1.38  

 

  (a) 

The Trust commenced operations on February 27, 2017.

 
  (b) 

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Trust’s use of leverage.

 
  (c) 

The Trust moved from a premium to NAV to a discount during the period, which accounts for the difference between performance based on market price and performance based on NAV.

 
  (d) 

An unmanaged index that tracks the market for treasury bills used by the U.S. government that have a maturity of more than 1 month and less than 3 months, are rated investment grade and have a minimum $300 million par amount outstanding.

 

Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.

Past performance is not indicative of future results.

The Trust’s investment objective is, in part, to earn a total return that exceeds the return on the Bloomberg Barclays 1-3 Month U.S. Treasury Bill Index (the “Index”) by 500 basis points (or 5.00%) on an annualized basis over the life of the Trust, under normal market conditions. The Trust’s investment policies do not contemplate any meaningful amount of investment in securities that comprise the Index under normal market conditions; rather, the Trust uses the Index as a proxy for a risk-free rate of return that its investment objective seeks to exceed. Because the achievement of the Trust’s investment objective is measured on an annualized basis over the life of the Trust, the Trust’s performance may be more or less than the spread over the Index contained in the Trust’s investment objective during individual annual periods or for any period of time shorter than the life of the Trust. The Board considers certain factors to evaluate the Trust’s performance, such as the performance of the Trust relative to its investment objective and/or other information provided by BlackRock Advisors, LLC (the “Manager”).

More information about the Trust’s historical performance can be found in the “Closed End Funds” section of blackrock.com.

The following discussion relates to the Trust’s absolute performance based on NAV:

What factors influenced performance?

Over the period, exposure to higher quality non-agency residential mortgage-backed securities (“RMBS”) contributed positively to performance. Allocations to European corporate credit, emerging market debt and U.S. high yield corporate debt also added to the Trust’s return for the period.

The extreme market volatility and drying up of liquidity seen in March 2020 negatively impacted the Trust’s holdings of securitized assets, namely commercial mortgage-backed securities (“CMBS”) and collateralized loan obligations (“CLOs”).

Describe recent portfolio activity.

Heading into March, the investment adviser began trimming the Trust’s emerging market exposure on concerns around the impact of COVID-19. As the year progressed, the investment adviser added opportunistically in U.S. high yield corporate and emerging market corporate debt, where valuations and fundamentals appeared attractive. Within securitized assets, the investment adviser remained patient as the Trust continued to recover from the March selloff. The investment adviser also slightly reduced portfolio duration (and corresponding interest rate sensitivity), given diminished hedging benefit from domestic rates exposure and as the outlook for increased issuance warranted caution on longer-dated Treasury bonds.

The Trust used derivatives primarily in the form of Treasury futures during the period to manage duration and yield curve exposure. The Trust’s use of derivatives had a negative impact on Trust performance.

Describe portfolio positioning at period end.

At the end of the period, the Trust continued to maintain diversified exposure across fixed income sectors, including emerging market securities, CMBS, RMBS, CLOs and high yield corporate bonds. As of December 31, 2020, the Trust’s portfolio had an effective duration of 2.6 years, with all-in yields around 9%.

The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.

 

 

R U S T   S U M M A R Y

  7


Trust Summary  as of December 31, 2020 (continued)    BlackRock 2022 Global Income Opportunity Trust (BGIO)

 

Overview of the Trust’s Total Investments

 

PORTFOLIO ALLOCATION

     
Asset Type(a)   12/31/20     12/31/19  

Corporate Bonds

    53     49

Asset-Backed Securities

    14       15  

Non-Agency Mortgage-Backed Securities

    13       15  

Floating Rate Loan Interests

    10       10  

Foreign Agency Obligations

    5       6  

Preferred Securities

    4       4  

U.S. Government Sponsored Agency Securities

    1       1  

Other*

    (b)      (b) 

CREDIT QUALITY ALLOCATION

     
Credit Rating(c)(d)   12/31/20     12/31/19  

AAA/Aaa(e)

          (b) 

AA/Aa

    1     1

A

    3       3  

BBB/Baa

    21       19  

BB/Ba

    30       28  

B

    20       25  

CCC/Caa

    6       3  

CC

    2       3  

D

    (b)       

N/R

    17       18  
 

 

(a) 

Excludes short-term securities, options purchased and options written.

(b) 

Rounds to less than 1% of total investments.

(c) 

For financial reporting purposes, credit quality ratings shown above reflect the highest rating assigned by either S&P Global Ratings or Moody’s Investors Service, Inc. if ratings differ. These rating agencies are independent, nationally recognized statistical rating organizations and are widely used. Investment grade ratings are credit ratings of BBB/Baa or higher. Below investment grade ratings are credit ratings of BB/Ba or lower. Investments designated N/R are not rated by either rating agency. Unrated investments do not necessarily indicate low credit quality. Credit quality ratings are subject to change.

(d) 

Excludes common stocks, warrants, short-term securities, options purchased and options written.

(e) 

The investment adviser evaluates the credit quality of not-rated investments based upon certain factors including, but not limited to, credit ratings for similar investments and financial analysis of sectors, individual investments and/or issuer. Using this approach, the investment adviser has deemed U.S. Government Sponsored Agency Securities and U.S. Treasury Obligations as AAA/Aaa.

*

Includes one or more investment categories that individually represents less than 1% of the Trust’s total investments. Please refer to the Schedule of Investments for details.

 

 

8  

2 0 2 0  B L A C K O C K    N N U A L  E P O R T  T O  H A R E H O L D E R  S 


Trust Summary  as of December 31, 2020     BlackRock Income Trust, Inc. (BKT)

 

Investment Objective

BlackRock Income Trust, Inc.’s (BKT) (the “Trust”) investment objective is to manage a portfolio of high-quality securities to achieve both preservation of capital and high monthly income. The Trust seeks to achieve its investment objective by investing at least 65% of its assets in mortgage-backed securities. The Trust invests at least 80% of its assets in securities that are (i) issued or guaranteed by the U.S. government or one of its agencies or instrumentalities or (ii) rated at the time of investment either AAA by S&P Global Ratings or Aaa by Moody’s Investors Service, Inc. The Trust may invest directly in such securities or synthetically through the use of derivatives.

No assurance can be given that the Trust’s investment objective will be achieved.

Trust Information

 

Symbol on New York Stock Exchange

  BKT

Initial Offering Date

      July 22, 1988    

Current Distribution Rate on Closing Market Price as of December 31, 2020 ($6.07)(a)

  6.80%

Current Monthly Distribution per Common Share(b)

  $ 0.0344

Current Annualized Distribution per Common Share(b)

  $ 0.4128

Leverage as of December 31, 2020(c)

  28%

 

  (a) 

Current distribution rate on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. The current distribution rate may consist of income, net realized gains and/or a return of capital. Past performance does not guarantee future results.

 
  (b) 

The distribution rate is not constant and is subject to change. A portion of the distribution may be deemed a return of capital or net realized gain.

 
  (c) 

Represents reverse repurchase agreements as a percentage of total managed assets, which is the total assets of the Trust (including any assets attributable to any borrowings) minus the sum of its liabilities (other than borrowings representing financial leverage). Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Trust, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments.

 

Market Price and Net Asset Value Per Share Summary

 

     12/31/20      12/31/19      Change      High      Low  

Market Price

  $ 6.07      $ 6.05        0.33    $  6.25      $  5.38  

Net Asset Value

    6.18        6.30        (1.90      6.57        6.07  

Market Price and Net Asset Value History for the Past Five Years

 

LOGO

 

 

R U S T   S U M M A R Y

  9


Trust Summary  as of December 31, 2020 (continued)    BlackRock Income Trust, Inc. (BKT)

 

Performance and Portfolio Management Commentary

Returns for the period ended December 31, 2020 were as follows:

 

     Average Annual Total Returns  
      1 Year      3 Years      5 Years  

Trust at NAV(a)(b)

     4.92      4.68      3.72

Trust at Market Price(a)(b)

     7.31        6.26        5.10  

FTSE Mortgage Index(c)

     4.03        3.88        3.13  

 

  (a) 

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Trust’s use of leverage.

 
  (b) 

The Trust’s discount to NAV narrowed during the period, which accounts for the difference between performance based on market price and performance based on NAV.

 
  (c) 

This unmanaged index (the “Reference Benchmark”) includes all outstanding government sponsored fixed rate mortgage-backed securities, weighted in proportion to their current market capitalization.

 

Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles. Past performance is not indicative of future results.

BKT is presenting the Reference Benchmark to accompany Trust performance. The Reference Benchmark is presented for informational purposes only, as the Trust is actively managed and does not seek to track or replicate the performance of the Reference Benchmark or any other index. The portfolio investments of the Trust may differ substantially from the securities that comprise the indices within the Reference Benchmark, which may cause the Trust’s performance to differ materially from that of the Reference Benchmark. The Trust employs leverage as part of its investment strategy, which may change over time at the discretion of the Manager as market and other conditions warrant. In contrast, the Reference Benchmark is not adjusted for leverage. Therefore, leverage generally may result in the Trust outperforming the Reference Benchmark in rising markets and underperforming in declining markets. The Board considers additional factors to evaluate the Trust’s performance, such as the performance of the Trust relative to a peer group of funds, a leverage-adjusted benchmark and/or other information provided by the Manager.

More information about the Trust’s historical performance can be found in the “Closed End Funds” section of blackrock.com.

The following discussion relates to the Trust’s absolute performance based on NAV:

What factors influenced performance?

Over the 12-month period, the Trust’s return benefited from its sector allocation to agency collateralized mortgage obligations (“CMOs”), as well as its positioning in interest-only agency mortgage-backed security (“MBS”) derivatives. After experiencing a sharp widening in risk premia during the acute volatility of March, these sectors profited from a substantial recovery in valuations over the latter half of the year and served as an effective source of income. The portfolio’s allocation to conventional pass-through agency MBS also contributed to Trust performance. More specifically, the Trust’s selection of call-protected specified pools outperformed generic MBS collateral into the move lower in primary mortgage rates and increase in prepayment risk.

The largest detractor from the Trust’s return was its positioning on the MBS coupon stack, where its relative overweight to higher coupon MBS lagged the performance of lower coupons, driven by increased prepayment risk as well as the focus of the Federal Reserve’s MBS purchase program toward the lower portion of the coupon stack.

The Trust held derivatives during the period as a part of its investment strategy. Derivatives are utilized by the Trust in order to manage risk and/or take outright views on interest rates in the portfolio. In particular, the portfolio employed Treasury futures and interest rate swaps to manage duration and yield curve bias. The Trust’s interest rate derivatives positions detracted from performance during the period.

Describe recent portfolio activity.

The Trust increased exposure to agency CMOs and agency MBS derivatives during the period, versus a reduced allocation to Agency MBS pass-throughs and agency commercial mortgage-backed securities (“CMBS”).

Describe portfolio positioning at period end.

Within its allocation to agency MBS pass-throughs, the Trust holds an overweight in higher coupon MBS relative to an underweight in lower coupons, motivated by attractive relative valuation, higher income, and an outlook for prepayment speed fatigue on the higher coupon borrower set. The Trust also continues to maintain an overweight in well-structured agency CMOs and agency MBS interest-only derivatives, with a focus on structures collateralized by call protected and seasoned collateral that demonstrates more favorable prepayment characteristics. The Trust is positioned marginally long convexity (i.e., the rate at which duration changes in response to interest rate movements) relative to the benchmark, primarily through its allocation to agency CMOs and call-protected specified pools.

The Trust held only marginal positions in other securitized assets such as legacy (pre-financial crisis) non-agency residential MBS and CMBS, preferring to isolate prepayment and structural characteristics in higher quality agency-backed assets rather than seek credit exposure.

The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.

 

 

10  

2 0 2 0  B L A C K O C K    N N U A L  E P O R T  T O  H A R E H O L D E R  S 


Trust Summary  as of December 31, 2020 (continued)    BlackRock Income Trust, Inc. (BKT)

 

Overview of the Trust’s Total Investments

 

PORTFOLIO ALLOCATION

 

     
Asset Type(a)   12/31/20     12/31/19  

U.S. Government Sponsored Agency Securities

    97     97

Non-Agency Mortgage-Backed Securities

    3       3  

Asset-Backed Securities

    (b)      (b) 

CREDIT QUALITY ALLOCATION

 

     
Credit Rating(a)(c)   12/31/20     12/31/19  

AAA/Aaa(d)

    98     100

AA/Aa

    2        

BBB/Baa

          (b) 

CCC/Caa

    (b)       

N/R

    (b)       
 

 

(a) 

Excludes short-term securities, borrowed bonds and TBA sales commitments.

 

(b) 

Rounds to less than 1% of total investments.

 

(c) 

For financial reporting purposes, credit quality ratings shown above reflect the highest rating assigned by either S&P Global Ratings or Moody’s Investors Service, Inc. if ratings differ. These rating agencies are independent, nationally recognized statistical rating organizations and are widely used. Investment grade ratings are credit ratings of BBB/Baa or higher. Below investment grade ratings are credit ratings of BB/Ba or lower. Investments designated N/R are not rated by either rating agency. Unrated investments do not necessarily indicate low credit quality. Credit quality ratings are subject to change.

 

(d) 

The investment adviser evaluates the credit quality of not-rated investments based upon certain factors including, but not limited to, credit ratings for similar investments and financial analysis of sectors, individual investments and/or issuer. Using this approach, the investment adviser has deemed U.S. Government Sponsored Agency Securities and U.S. Treasury Obligations as AAA/Aaa.

 

 

R U S T  U M M A R Y

  11


Schedule of Investments

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Asset-Backed Securities

   

United States — 15.7%

   

Ajax Mortgage Loan Trust, Series 2017-D, Class A, 3.75%, 12/25/57(a)

  USD  150     $ 151,493  

ALM VII R-2 Ltd., Series 2013-7R2A, Class CR2, (3 mo. LIBOR US + 3.00%),
3.24%, 10/15/27(a)(b)

    500       484,728  

Anchorage Capital CLO Ltd., Series 2014-4RA, Class D, (3 mo. LIBOR US + 2.60%),
2.82%, 01/28/31(a)(b)

    1,000       946,516  

Apidos CLO XVIII, Series 2018-18A, Class E, (3 mo. LIBOR US + 5.70%), 5.92%, 10/22/30(a)(b)

    1,000       910,297  

Apidos CLO XXI, Series 2015-21A, Class DR, (3 mo. LIBOR US + 5.20%), 5.42%, 07/18/27(a)(b)

    500       470,733  

Ares XXXVII CLO Ltd., Series 2015-4A, Class DR, (3 mo. LIBOR US + 6.15%),
6.39%, 10/15/30(a)(b)

    250       235,541  

CarVal CLO II Ltd.(a)(b)

   

Series 2019-1A, Class D, (3 mo. LIBOR US + 4.15%), 4.37%, 04/20/32

    250       251,241  

Series 2019-1A, Class E, (3 mo. LIBOR US + 6.75%), 6.97%, 04/20/32

    250       245,347  

CarVal CLO III Ltd., Series 2019-2A, Class E, (3 mo. LIBOR US + 6.44%), 6.66%, 07/20/32(a)(b)

    300       293,692  

Cedar Funding II CLO Ltd., Series 2013-1A, Class DR, (3 mo. LIBOR US + 3.60%),
3.83%, 06/09/30(a)(b)

    950       944,173  

Cedar Funding VI CLO Ltd., Series 2016-6A, Class DR, (3 mo. LIBOR US + 3.00%),
3.22%, 10/20/28(a)(b)

    1,000       963,134  

Conseco Finance Corp., Series 2001-D, Class B1, (1 mo. LIBOR + 2.50%),
2.66%, 11/15/32(b)

    885       823,223  

Conseco Finance Securitizations Corp., Series 2002-1, Class M2, 9.55%, 12/01/33(b)

    2,500       2,551,834  

Credit-Based Asset Servicing & Securitization LLC, Series 2006-MH1, Class B1,
6.25%, 10/25/36(a)

    1,000       1,042,016  

CWABS Asset-Backed Certificates Trust, Series 2005-17, Class 1AF4, 6.05%, 05/25/36

    473       485,630  

Deutsche Financial Capital Securitization LLC, Series 1998-I, Class M, 6.80%, 04/15/28

    574       590,551  

Elmwood CLO III Ltd., Series 2019-3A, Class E, (3 mo. LIBOR US + 7.00%),
7.24%, 10/15/32(a)(b)

    550       547,643  

First Franklin Mortgage Loan Trust, Series 2006-FF16, Class 2A3, (1 mo. LIBOR US + 0.14%), 0.29%, 12/25/36(b)

    569       335,894  

Galaxy XXIX CLO Ltd., Series 2018-29A, Class D, (3 mo. LIBOR US + 2.40%),
2.62%, 11/15/26(a)(b)

    750       731,900  

GoldenTree Loan Opportunities IX Ltd., Series 2014-9A, Class ER2, (3 mo. LIBOR US + 5.66%), 5.87%, 10/29/29(a)(b)

    500       475,032  

Lehman ABS Manufactured Housing Contract Trust, Series 2002-A, Class C,
0.00%, 06/15/33

    1,634       1,452,316  

Long Beach Mortgage Loan Trust(b)

   

Series 2006-5, Class 2A3, (1 mo. LIBOR US + 0.15%), 0.30%, 06/25/36

    1,000       608,461  

Series 2006-7, Class 2A3, (1 mo. LIBOR US + 0.16%), 0.31%, 08/25/36

    1,573       845,491  

Series 2006-7, Class 2A4, (1 mo. LIBOR US + 0.24%), 0.39%, 08/25/36

    1,573       860,766  

Series 2006-9, Class 2A3, (1 mo. LIBOR US + 0.16%), 0.31%, 10/25/36

    1,427       637,438  

Madison Park Funding X Ltd., Series 2012-10A, Class DR2, (3 mo. LIBOR US + 3.25%), 3.47%, 01/20/29(a)(b)

    550       544,500  
Security  

Par

(000)

    Value  
United States (continued)            

Madison Park Funding XVI Ltd., Series 2015-16A, Class C, (3 mo. LIBOR US + 3.70%), 3.92%, 04/20/26(a)(b)

  USD  1,000     $ 993,486  

Madison Park Funding XXX Ltd., Series 2018-30X, Class E, 5.19%, 04/15/29(b)

    250       208,006  

Mariner CLO 7 Ltd., Series 2019-1A, Class E, (3 mo. LIBOR US + 6.89%),
7.10%, 04/30/32(a)(b)

    250       250,008  

Merrill Lynch Mortgage Investors Trust, Series 2006- OPT1, Class M1, (1 mo. LIBOR US + 0.26%), 0.41%, 08/25/37(b)

    1,527       1,076,592  

Nationstar HECM Loan Trust, Series 2019-1A, Class M4, 5.80%, 06/25/29(a)(b)

    750       750,365  

Neuberger Berman CLO XV, Series 2013-15A, Class DR, (3 mo. LIBOR US + 3.05%), 3.29%, 10/15/29(a)(b)

    1,000       967,753  

OCP CLO Ltd., Series 2016-12A, Class CR, (3 mo. LIBOR US + 3.00%),
3.22%, 10/18/28(a)(b)

    250       244,643  

OZLM XIV Ltd., Series 2015-14A, Class CR, (3 mo. LIBOR US + 3.00%),
3.24%, 01/15/29(a)(b)

    1,000       969,708  

Palmer Square Loan Funding Ltd.(a)(b)

   

Series 2018-4A, Class C, (3 mo. LIBOR US + 2.55%), 2.77%, 11/15/26

    1,800       1,653,852  

Series 2019-2A, Class C, 3.47%, 04/20/27

    1,100       1,093,396  

Park Avenue Institutional Advisers CLO Ltd., Series 2016- 1A, Class DR, (3 mo. LIBOR US + 5.85%), 6.06%, 08/23/31(a)(b)

    500       439,997  

Regatta VI Funding Ltd., Series 2016-1A, Class DR, (3 mo. LIBOR US + 2.70%),
2.92%, 07/20/28(a)(b)

    500       480,541  

Rockford Tower CLO Ltd.(a)(b)

   

Series 2017-1A, Class DR, (3 mo. LIBOR US + 2.65%), 2.89%, 04/15/29

    1,000       957,323  

Series 2017-3A, Class D, (3 mo. LIBOR US + 2.65%), 2.87%, 10/20/30

    420       408,166  

Series 2017-3A, Class SUB, 0.00%, 10/20/30

    250       122,987  

Series 2018-1A, Class SUB, 0.00%, 05/20/31

    250       179,969  

Series 2018-2A, Class SUB, 0.00%, 10/20/31

    250       122,060  

TICP CLO V Ltd., Series 2016-5A, Class ER, (3 mo. LIBOR US + 5.75%),
5.97%, 07/17/31(a)(b)

    250       243,935  

TICP CLO XII Ltd., Series 2018-12A, Class E, (3 mo. LIBOR US + 5.50%),
5.74%, 01/15/31(a)(b)

    1,000       945,640  

TRESTLES CLO II Ltd., Series 2018-2A, Class D, (3 mo. LIBOR US + 5.75%), 5.96%, 07/25/31(a)(b)

    250       234,547  

West CLO Ltd., Series 2013-1A, Class C, (3 mo. LIBOR US + 3.65%), 3.89%, 11/07/25(a)(b)

    1,000       999,977  

Westcott Park CLO Ltd., Series 2016-1A, Class DR, (3 mo. LIBOR US + 3.25%),
3.47%, 07/20/28(a)(b)

    250       248,799  
   

 

 

 

Total Asset-Backed Securities — 15.7%
(Cost: $32,686,486)

      32,021,340  
   

 

 

 
     Shares         

Common Stocks

   

United States — 0.7%

   

CA Resources Corp.

    14,589       332,970  

Caesars Entertainment, Inc.(c)

    4,060       301,536  

California Resources Corp.(c)

    29,781       702,534  
 

 

 

12  

2 0 2 0  B L A C K O C K    N N U A L  E P O R T  T O  H A R E H O L D E R  S 


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

(Percentages shown are based on Net Assets)

 

Security  

    

Shares

    Value  
United States (continued)                  

Pioneer Energy Services Corp.(d)

      1,580     $ 61,356  

Service Properties Trust

      3,000       34,470  
     

 

 

 

Total Common Stocks — 0.7%
(Cost: $1,418,900)

        1,432,866  
     

 

 

 
    

Par

(000)

        

Corporate Bonds

     

Argentina — 0.5%

     

Genneia SA, 8.75%, 01/20/22(a)

    USD       347       314,198  

Stoneway Capital Corp.(c)(e)
10.00%, 03/01/27(a)

      955       376,195  

10.00%, 03/01/27

      338       133,308  

YPF SA
8.75%, 04/04/24(a)

      79       69,619  

8.50%, 07/28/25

      240       184,725  
     

 

 

 
        1,078,045  
Australia — 0.1%                  

FMG Resources August 2006 Pty Ltd.(a)
4.75%, 05/15/22

      19       19,546  

5.13%, 03/15/23

      12       12,675  

5.13%, 05/15/24

      19       20,615  

4.50%, 09/15/27

      15       16,665  

Santos Finance Ltd., 5.25%, 03/13/29

      200       223,801  
     

 

 

 
        293,302  
Bermuda — 0.2%                  

Star Energy Geothermal Darajat II/Star Energy Geothermal Salak, 4.85%, 10/14/38(a)

      340       379,314  
     

 

 

 
Brazil — 2.8%                  

Braskem Netherlands Finance BV, (5 year CMT + 8.22%), 8.50%, 01/23/81(a)(b)

      349       389,244  

Centrais Eletricas Brasileiras SA, 4.63%, 02/04/30(a)

      333       355,894  

Gol Finance SA, 7.00%, 01/31/25(a)

      1,000       896,562  

Itau Unibanco Holding SA, 5.13%, 05/13/23(a)

      276       294,544  

JBS USA LUX SA/JBS USA Food Co./JBS USA Finance, Inc., 5.50%, 01/15/30(a)

      31       35,611  

Minerva Luxembourg SA, 6.50%, 09/20/26(a)

      557       583,980  

Oi SA, (10.00% Cash or 8.00% Cash + 4.00% PIK), 10.00%, 07/27/25(f)

      243       258,719  

Petrobras Global Finance BV
5.30%, 01/27/25(g)

      630       711,506  

8.75%, 05/23/26(g)

      659       854,023  

6.00%, 01/27/28(g)

      374       437,580  

5.60%, 01/03/31

      447       511,815  

Suzano Austria GmbH, 3.75%, 01/15/31

      125       132,500  

Vale Overseas Ltd., 3.75%, 07/08/30

      180       199,969  
     

 

 

 
        5,661,947  
British Virgin Islands — 0.1%                  

New Metro Global Ltd., 4.80%, 12/15/24

      200       202,250  
     

 

 

 
Canada — 1.4%                  

1011778 BC ULC/New Red Finance, Inc., 3.88%, 01/15/28(a)

      19       19,300  

Brookfield Residential Properties, Inc./Brookfield Residential U.S. Corp., 6.25%, 09/15/27(a)

      327       347,846  
Security  

Par

(000)

    Value  
Canada (continued)                  

Hammerhead Resources, Inc., Series AI, (12.00% PIK), 9.00%, 07/10/22(d)(f)

    USD       840     $ 801,797  

Mattamy Group Corp., 5.25%, 12/15/27(a)

      12       12,690  

NOVA Chemicals Corp., 5.25%, 06/01/27(a)(g)

      1,495       1,592,952  
     

 

 

 
        2,774,585  
Cayman Islands — 0.5%                  

Latam Finance Ltd., 6.88%, 04/11/24(a)(c)(e)

      645       324,112  

Sable International Finance Ltd., 5.75%, 09/07/27

      318       338,670  

Times China Holdings Ltd., 6.75%, 07/08/25

      250       265,313  
     

 

 

 
        928,095  
Chile(a) — 0.3%                  

Kenbourne Invest SA, 6.88%, 11/26/24

      332       359,909  

VTR Comunicaciones SpA, 5.13%, 01/15/28

      200       212,875  
     

 

 

 
        572,784  
China — 4.3%                  

21Vianet Group, Inc., 7.88%, 10/15/21

      200       204,000  

Central China Real Estate Ltd., 7.25%, 08/13/24

      200       199,875  

CFLD Cayman Investment Ltd.
8.63%, 02/28/21

      200       196,375  

8.60%, 04/08/24

      200       172,500  

China Aoyuan Group Ltd., 6.35%, 02/08/24

      200       208,750  

China Evergrande Group
11.50%, 01/22/23

      200       190,063  

4.25%, 02/14/23

    HKD       2,000       253,298  

China SCE Group Holdings Ltd.
7.45%, 04/17/21

    USD       300       302,982  

7.25%, 04/19/23

      200       209,625  

China Shuifa Singyes Energy Holdings Ltd., (2.00% Cash + 4.00% PIK), 6.00%, 12/19/22(f)

      297       269,478  

CIFI Holdings Group Co. Ltd., 5.95%, 10/20/25

      200       214,750  

Country Garden Holdings Co. Ltd., 6.15%, 09/17/25

      200       221,750  

Easy Tactic Ltd.
9.13%, 07/28/22

      200       192,000  

8.63%, 02/27/24

      200       176,438  

Excel Capital Global Ltd., (U.S. Treasury Yield Curve Rate T-Note Contant Maturity + 9.34%), 7.00%(b)(h)

      200       202,016  

Fantasia Holdings Group Co. Ltd.
8.38%, 03/08/21

      200       200,813  

11.75%, 04/17/22

      200       210,750  

Fortune Star BVI Ltd., 6.85%, 07/02/24

      300       318,375  

Greenland Global Investment Ltd., (3 mo. LIBOR US + 4.85%), 5.10%, 09/26/21(b)

      200       193,125  

Guangxi Financial Investment Group Co. Ltd., 5.75%, 01/23/21

      200       199,438  

Health & Happiness H&H International Holdings Ltd., 5.63%, 10/24/24

      200       208,312  

Hilong Holding Ltd., 8.25%, 09/26/22(c)(e)

      200       155,000  

Jingrui Holdings Ltd., 9.45%, 04/23/21

      200       197,875  

Kaisa Group Holdings Ltd.
11.50%, 01/30/23

      200       209,250  

9.38%, 06/30/24

      200       193,688  

KWG Group Holdings Ltd., 7.40%, 03/05/24

      200       213,562  

Logan Group Co. Ltd., 6.50%, 07/16/23

      200       207,750  

Powerlong Real Estate Holdings Ltd., 7.13%, 11/08/22

      200       208,750  

Prime Bloom Holdings Ltd., 6.95%, 07/05/22

      200       34,000  

Ronshine China Holdings Ltd.
8.75%, 10/25/22

      200       206,875  

8.95%, 01/22/23

      200       208,687  

Scenery Journey Ltd., 11.50%, 10/24/22

      435       403,055  
 

 

 

C H E D U L E   O F  N V E S T M E  N T S

  13


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

     Value  
China (continued)                    

Seazen Group Ltd., 6.00%, 08/12/24

    USD        200      $ 208,000  

Sunac China Holdings Ltd., 6.65%, 08/03/24

       300        310,875  

Wanda Group Overseas Ltd., 7.50%, 07/24/22

       200        194,500  

Yango Justice International Ltd., 8.25%, 11/25/23

       200        209,312  

Yanlord Land HK Co. Ltd., 6.80%, 02/27/24

       200        210,687  

Yuzhou Group Holdings Co. Ltd., 7.70%, 02/20/25

       300        321,469  

Zhejiang Baron BVI Co. Ltd., 6.80%, 08/27/21

       200        199,000  

Zhenro Properties Group Ltd., 9.15%, 03/08/22

       200        206,750  
       

 

 

 
          8,643,798  
Colombia — 0.3%                    

Empresas Publicas de Medellin ESP, 4.25%, 07/18/29(a) .

       505        540,508  
       

 

 

 
Dominican Republic — 0.5%                    

Aeropuertos Dominicanos Siglo XXI SA, 6.75%, 03/30/29(a)(g)

       928        964,830  
       

 

 

 
France — 2.3%                    

Altice France SA
2.50%, 01/15/25

    EUR        200        239,319  

2.13%, 02/15/25

       100        117,608  

Arkema SA, (5 year EUR Swap + 2.87%), 2.75%(b)(h)

       500        641,018  

AXA SA, (3 mo. LIBOR GBP + 3.27%), 5.63%, 01/16/54(b)

    GBP        350        637,264  

BNP Paribas SA, (5 year USD Swap + 1.48%), 4.38%, 03/01/33(b)(g)

    USD        800        916,624  

BPCE SA, 5.15%, 07/21/24(a)(g)

       600        683,242  

Credit Agricole SA, (5 year USD Swap + 1.64%), 4.00%, 01/10/33(a)(b)

       750        838,858  

Credit Mutuel Arkea SA, 3.38%, 03/11/31

    EUR        200        298,742  

Loxam SAS, 3.75%, 07/15/26

       100        123,723  

Orano SA, 2.75%, 03/08/28

       100        128,115  

Picard Groupe SAS, (3 mo. EURIBOR + 3.00%), 3.00%, 11/30/23(b)

       100        121,860  
       

 

 

 
          4,746,373  
Germany — 1.8%                    

ADLER Group SA, 3.25%, 08/05/25

       200        254,323  

ADLER Real Estate AG, 3.00%, 04/27/26

       100        128,444  

DEMIRE Deutsche Mittelstand Real Estate AG, 1.88%, 10/15/24

       100        118,914  

IHO Verwaltungs GmbH, (3.63% Cash or 4.38% PIK), 3.63%, 05/15/25(f)

       100        124,437  

KION Group AG, 1.63%, 09/24/25

       200        252,011  

Merck KGaA, (5 year EURIBOR ICE Swap Rate + 2.94%), 2.88%, 06/25/79(b)

       600        806,289  

Nidda Healthcare Holding GmbH, 3.50%, 09/30/24

       200        243,939  

Phoenix PIB Dutch Finance BV, 2.38%, 08/05/25

       100        124,933  

Summit Properties Ltd., 2.00%, 01/31/25

       100        119,603  

Techem Verwaltungsgesellschaft 674 mbH, 6.00%, 07/30/26

       100        127,980  

thyssenkrupp AG
1.88%, 03/06/23

       185        225,571  

2.88%, 02/22/24

       364        447,015  

Vertical Midco GmbH
4.38%, 07/15/27

       100        128,548  

(3 mo. EURIBOR + 4.75%), 4.75%, 07/15/27(b)

       115        142,211  

Vertical US Newco, Inc., 5.25%, 07/15/27(a)

    USD        200        212,000  
Security  

Par

(000)

     Value  
Germany (continued)                    

ZF Finance GmbH
3.00%, 09/21/25

    EUR        100      $ 126,136  

3.75%, 09/21/28

       100        131,022  
       

 

 

 
          3,713,376  
Guatemala(a) — 0.6%                    

Central American Bottling Corp., 5.75%, 01/31/27(g)

    USD        626        663,169  

Energuate Trust, 5.88%, 05/03/27

       503        530,979  
       

 

 

 
          1,194,148  
Hong Kong — 0.0%                    

Pearl Holding III Ltd., 9.50%, 12/11/22

       200        54,875  
       

 

 

 
India — 0.8%                    

Azure Power Solar Energy Pvt Ltd., 5.65%, 12/24/24

       200        212,875  

Greenko Dutch BV, 5.25%, 07/24/24

       200        207,500  

Jubilant Pharma Ltd., 6.00%, 03/05/24

       200        210,000  

Muthoot Finance Ltd., 6.13%, 10/31/22(a)

       200        209,250  

ReNew Power Synthetic, 6.67%, 03/12/24

       200        210,937  

Shriram Transport Finance Co. Ltd., 5.95%, 10/24/22

       200        204,813  

Vedanta Resources Ltd., 7.13%, 05/31/23

       500        405,937  
       

 

 

 
          1,661,312  
Indonesia — 0.4%                    

Alam Synergy Pte Ltd., 11.50%, 04/22/21

       131        129,621  

Global Prime Capital Pte Ltd., 5.95%, 01/23/25

       200        201,000  

JGC Ventures Pte Ltd.,
10.75%, 08/30/21(c)(e)

       200        82,000  

Perusahaan Perseroan Persero PT Perusahaan Listrik Negara, 4.88%, 07/17/49.

       200        227,875  

Theta Capital Pte Ltd., 8.13%, 01/22/25

       200        201,813  
       

 

 

 
          842,309  
Ireland — 0.1%                    

Bank of Ireland Group PLC, (5 year CMT + 2.50%), 4.13%, 09/19/27(b)

       200        203,137  
       

 

 

 
Israel — 0.2%                    

Leviathan Bond Ltd., 5.75%, 06/30/23(a)

       345        367,246  
       

 

 

 
Italy — 1.8%                    

Assicurazioni Generali SpA, (3 mo. EURIBOR + 5.35%), 5.00%, 06/08/48(b)

    EUR        500        737,571  

Autostrade per l’Italia SpA
5.88%, 06/09/24

       100        139,268  

2.00%, 12/04/28

       100        122,470  

International Game Technology PLC, 4.75%, 02/15/23

       100        127,662  

Rossini Sarl, 6.75%, 10/30/25

       200        260,212  

Sisal Group SpA, 7.00%, 07/31/23

       69        84,828  

Telecom Italia Capital SA, 6.38%, 11/15/33

    USD        385        473,550  

Telecom Italia SpA
1.13%, 03/26/22(i)

    EUR        100        121,849  

4.00%, 04/11/24

       100        131,980  

UniCredit SpA
6.57%, 01/14/22(a)(g)

    USD        700        737,672  

(5 year EUR Swap + 2.40%), 2.00%, 09/23/29(b)

    EUR        600        724,326  
       

 

 

 
          3,661,388  
Japan — 0.2%                    

SoftBank Group Corp.
4.00%, 04/20/23

       200        254,665  

4.75%, 07/30/25

       100        132,952  
       

 

 

 
          387,617  
 

 

 

14  

2 0 2 0  B L A C K O C K    N N U A L  E P O R T  T O  H A R E H O L D E R  S 


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Jersey — 0.2%                  

LHC3 PLC, (4.13% Cash or 4.88% PIK), 4.13%, 08/15/24(f)

    EUR       240     $ 298,327  
     

 

 

 
Lithuania — 0.2%                  

ASG Finance Designated Activity Co., 7.88%, 12/03/24(a)

    USD       429       370,013  
     

 

 

 
Luxembourg — 0.6%                  

Altice Financing SA, 2.25%, 01/15/25

    EUR       100       117,767  

ArcelorMittal SA, 1.75%, 11/19/25

      100       125,812  

Garfunkelux Holdco 3 SA, 7.75%, 11/01/25

    GBP       100       140,445  

Millicom International Cellular SA, 4.50%, 04/27/31(a)

    USD       255       274,842  

Simpar Europe SA, 7.75%, 07/26/24

      329       346,890  

Summer BC Holdco B Sarl, 5.75%, 10/31/26

    EUR       100       128,670  
     

 

 

 
        1,134,426  
Macau — 0.1%                  

Wynn Macau Ltd., 5.50%, 01/15/26

    USD       200       208,000  
     

 

 

 
Mauritius(a) — 0.2%                  

HTA Group Ltd., 7.00%, 12/18/25

      200       215,125  

India Green Energy Holdings, 5.38%, 04/29/24

      250       262,812  
     

 

 

 
        477,937  
Mexico — 2.4%                  

BBVA Bancomer SA/Texas, 1.88%, 09/18/25(a)

      555       558,816  

Cemex SAB de CV, 3.13%, 03/19/26

    EUR       200       250,820  

Controladora Mabe SA de CV, 5.60%, 10/23/28(a)

    USD       444       523,365  

Cydsa SAB de CV, 6.25%, 10/04/27(a)(g)

      800       842,000  

Operadora de Servicios Mega SA de CV Sofom ER, 8.25%, 02/11/25(a)

      400       415,750  

Orbia Advance Corp. SAB de CV, 5.50%, 01/15/48(a)

      460       553,294  

Petroleos Mexicanos
6.35%, 02/12/48

      97       87,148  

6.95%, 01/28/60

      297       278,779  

Trust Fibra Uno, 6.95%, 01/30/44

      1,192       1,456,847  
     

 

 

 
        4,966,819  
Mongolia — 0.1%                  

Mongolian Mortgage Corp. Hfc LLC, 9.75%, 01/29/22

      200       198,813  
     

 

 

 
MultiNational — 0.0%                  

JBS USA LUX SA/JBS USA Food Co./JBS USA Finance, Inc., 6.50%, 04/15/29(a)

      35       40,744  
     

 

 

 
Netherlands — 3.0%                  

ABN AMRO Bank NV, (5 year USD Swap + 2.20%), 4.40%, 03/27/28(b)

      800       852,467  

ASR Nederland NV, (5 year EUR Swap + 4.00%), 3.38%, 05/02/49(b)

    EUR       400       546,078  

Equate Petrochemical BV, 4.25%, 11/03/26(a)

    USD       293       326,054  

ING Groep NV, (5 year USD ICE Swap + 1.94%), 4.70%, 03/22/28(b)

      800       856,005  

NN Group NV, (3 mo. EURIBOR + 4.95%), 4.63%, 01/13/48(b)

    EUR       500       734,517  

OCI NV, 3.63%, 10/15/25

      100       126,746  

PPF Telecom Group BV, 3.25%, 09/29/27

      100       131,022  

United Group BV, 4.88%, 07/01/24

      440       548,277  

VEON Holdings BV, 4.00%, 04/09/25(a)

    USD       200       211,500  
Security  

Par

(000)

    Value  
Netherlands (continued)                  

Vivo Energy Investments BV, 5.13%, 09/24/27(a)

    USD       332     $ 351,401  

Ziggo BV, 5.50%, 01/15/27(a)(g)

      1,390       1,450,812  
     

 

 

 
        6,134,879  
Panama(a) — 0.6%                  

AES Panama Generation Holdings SRL, 4.38%, 05/31/30

      210       226,734  

Avianca Holdings SA, (3 mo. LIBOR US + 10.50% Cash or 12.00% PIK), 10.74%, 11/10/21(f)

      1,050       976,500  
     

 

 

 
        1,203,234  
Peru — 0.7%                  

Nexa Resources SA, 5.38%, 05/04/27(a)(g)

      1,350       1,502,719  
     

 

 

 
Portugal — 0.3%                  

EDP - Energias de Portugal SA, (5 year EUR Swap + 4.29%), 4.50%, 04/30/79(b)

    EUR       500       670,075  
     

 

 

 
Saudi Arabia — 0.5%                  

Saudi Arabian Oil Co., 2.25%, 11/24/30(a)

    USD       237       240,259  

Saudi Electricity Global Sukuk Co. 3, 5.50%, 04/08/44

      600       798,187  
     

 

 

 
        1,038,446  
Singapore — 0.5%                  

Puma International Financing SA, 5.13%, 10/06/24(a)

      1,000       992,500  
     

 

 

 
South Africa — 0.2%                  

Gold Fields Orogen Holdings BVI Ltd., 5.13%, 05/15/24(a)

      254       279,003  

Sasol Financing USA LLC, 6.50%, 09/27/28

      200       216,500  
     

 

 

 
        495,503  
Spain — 1.2%                  

Amadeus IT Group SA, 1.88%, 09/24/28

    EUR       200       259,855  

Banco Santander SA, 2.13%, 02/08/28

      500       666,093  

Cirsa Finance International Sarl, 7.88%, 12/20/23(a)

    USD       200       200,500  

ContourGlobal Power Holdings SA
3.38%, 08/01/23

    EUR       100       123,997  

4.13%, 08/01/25

      200       249,857  

Ferrovial Netherlands BV, (5 year EUR Swap + 2.13%), 2.12%(b)(h)

      100       120,638  

Hipercor SA, 3.88%, 01/19/22

      300       377,862  

Iberdrola International BV, (5 year EUR Swap + 2.97%), 3.25%(b)(h)

      200       267,294  

Lorca Telecom Bondco SAU, 4.00%, 09/18/27

      100       128,420  
     

 

 

 
        2,394,516  
Sweden — 0.2%                  

Verisure Holding AB, 3.50%, 05/15/23

      144       177,905  

Verisure Midholding AB, 5.75%, 12/01/23

      100       123,448  
     

 

 

 
        301,353  
Switzerland — 0.1%                  

ELM BV for Firmenich International SA, (5 year EUR Swap + 4.39%), 3.75%(b)(h)

      130       171,405  
     

 

 

 
Ukraine — 0.5%                  

MHP Lux SA, 6.25%, 09/19/29(a)

    USD       1,000       1,020,312  
     

 

 

 
 

 

 

C H E D U L E  O F  N V E S T M E N  T S

  15


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

(Percentages shown are based on Net Assets)

 

Security          Par
(000)
    Value  
United Arab Emirates — 0.2%                  

MAF Sukuk Ltd., 4.64%, 05/14/29

    USD       334     $  375,333  
     

 

 

 
United Kingdom — 2.1%                  

Arrow Global Finance PLC, 5.13%, 09/15/24

    GBP       240       326,848  

Barclays Bank PLC, 6.63%, 03/30/22

    EUR       300       395,942  

Barclays PLC

     

4.84%, 05/09/28(g)

    USD       500       576,291  

(5 year EUR Swap + 1.90%), 2.00%, 02/07/28(b)

    EUR       400       499,287  

Cabot Financial Luxembourg SA, 7.50%, 10/01/23

    GBP       44       61,320  

CPUK Finance Ltd., 4.25%, 08/28/22

      52       71,398  

eG Global Finance PLC

     

3.63%, 02/07/24

    EUR       175       209,513  

4.38%, 02/07/25

      100       119,966  

HSBC Holdings PLC, 5.25%, 03/14/44(g)

    USD       700       974,769  

Ladbrokes Group Finance PLC

     

5.13%, 09/16/22

    GBP       7       9,501  

5.13%, 09/08/23

      200       284,440  

Pinewood Finance Co. Ltd., 3.25%, 09/30/25

      100       139,212  

Premier Foods Finance PLC, 6.25%, 10/15/23

      100       140,853  

Synlab Bondco PLC, (3 mo. EURIBOR + 4.75%), 4.75%, 07/01/25(b)

    EUR       138       171,917  

Vedanta Resources Finance II PLC, 13.88%, 01/21/24

    USD       200       210,125  

Vmed O2 UK Financing I PLC, 3.25%, 01/31/31

    EUR       133       166,703  
     

 

 

 
        4,358,085  
United States — 26.2%                  

Acadia Healthcare Co., Inc., 5.50%, 07/01/28(a)

    USD       35       37,592  

Albertsons Cos., Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC

     

3.50%, 02/15/23(a)

      19       19,475  

5.75%, 03/15/25

      5       5,150  

3.25%, 03/15/26(a)

      54       54,810  

7.50%, 03/15/26(a)

      15       16,786  

4.63%, 01/15/27(a)

      33       35,104  

5.88%, 02/15/28(a)

      19       20,676  

3.50%, 03/15/29(a)

      136       137,614  

4.88%, 02/15/30(a)

      25       27,547  

Ambac Assurance Corp., 5.10%(a)(h)

      23       31,346  

Ambac LSNI LLC, (3 mo. LIBOR US + 5.00%), 6.00%, 02/12/23(a)(b)

      464       462,737  

AMC Networks, Inc.

     

5.00%, 04/01/24

      25       25,406  

4.75%, 08/01/25

      20       20,654  

American Airlines Group, Inc.(d)

     

4.00%, 12/15/24(b)

      152       143,599  

4.87%, 04/22/25

      166       145,138  

American Builders & Contractors Supply Co., Inc., 4.00%, 01/15/28(a)

      17       17,595  

American Energy- Permian Basin LLC, 12.00%, 10/01/24(a)(c)(e)

      712       1,780  

AMN Healthcare, Inc., 4.63%, 10/01/27(a)

      148       155,040  

Aramark Services, Inc.

     

4.75%, 06/01/26

      12       12,353  

5.00%, 02/01/28(a)

      28       29,505  

Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc.

     

6.00%, 02/15/25(a)(g)

      276       286,005  

2.13%, 08/15/26

    EUR       100       122,287  

4.75%, 07/15/27

    GBP       140       198,391  

Ashton Woods USA LLC/Ashton Woods Finance Co.(a) 9.88%, 04/01/27

    USD       278       312,402  
Security          Par
(000)
    Value  
United States (continued)                  

Ashton Woods USA LLC/Ashton Woods Finance Co.(a) (continued)
6.63%, 01/15/28

    USD       305     $    321,012  

Avianca Financial BND Corp.,
0.00%, 11/10/21(b)

      112       112,000  

Axalta Coating Systems Dutch Holding B BV, 3.75%, 01/15/25

    EUR       100       124,354  

Ball Corp.

     

5.25%, 07/01/25

    USD       25       28,531  

4.88%, 03/15/26

      19       21,461  

Bausch Health Cos., Inc.(a)

     

5.50%, 11/01/25

      43       44,560  

9.00%, 12/15/25(g)

      844       931,734  

5.75%, 08/15/27

      12       12,870  

Berry Global, Inc., 1.00%, 01/15/25

    EUR       100       123,081  

Boxer Parent Co., Inc., 6.50%, 10/02/25

      100       128,977  

Boyd Gaming Corp.

     

8.63%, 06/01/25(a)

    USD       90       100,097  

4.75%, 12/01/27

      265       275,269  

Bruin E&P Partners LLC, 8.88%, 08/01/23(a)

      57       29  

Buckeye Partners LP

     

4.13%, 03/01/25(a)

      124       125,550  

3.95%, 12/01/26

      15       15,195  

Caesars Entertainment, Inc.(a)

     

6.25%, 07/01/25

      337       358,905  

8.13%, 07/01/27

      213       235,796  

Caesars Resort Collection LLC/CRC Finco, Inc., 5.75%, 07/01/25(a)

      100       105,958  

Calpine Corp.(a)

     

4.50%, 02/15/28

      817       849,680  

5.13%, 03/15/28

      512       538,609  

Capitol Investment Merger Sub 2 LLC,

     

10.00%, 08/01/24(a)

      664       726,748  

Carlson Travel, Inc., 6.75%, 12/15/25(a)(g)

      886       729,842  

Cedar Fair LP, 5.25%, 07/15/29

      12       12,355  

Cedar Fair LP/Canada’s Wonderland Co./Magnum Management Corp./Millennium Op

     

5.50%, 05/01/25(a)

      157       163,672  

5.38%, 04/15/27

      12       12,270  

Centene Corp.
5.38%, 06/01/26(a)

      44       46,407  

5.38%, 08/15/26(a)

      18       19,013  

4.25%, 12/15/27

      62       65,720  

4.63%, 12/15/29

      86       95,478  

Centennial Resource Production LLC, 5.38%, 01/15/26(a)(g)

      1,000       697,500  

Charles River Laboratories International, Inc., 4.25%, 05/01/28(a)

      12       12,570  

Charter Communications Operating LLC/Charter Communications Operating Capital, 5.05%, 03/30/29(g)

      800       972,691  

Cheniere Energy Partners LP

     

5.63%, 10/01/26

      27       28,080  

4.50%, 10/01/29

      230       243,289  

5.25%, 10/01/25

      37       37,971  

Cheniere Energy, Inc., (4.88% PIK), 4.88%, 05/28/21(a)(f)(i)

      710       711,491  

Chesapeake Energy Corp.,
11.50%, 01/01/25(a)(c)(e)

      823       144,025  

Churchill Downs, Inc.(a) 5.50%, 04/01/27

      15       15,881  
 

 

 

16  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

(Percentages shown are based on Net Assets)

 

Security          Par
(000)
    Value  
United States (continued)                  

Churchill Downs, Inc.(a) (continued) 4.75%, 01/15/28

    USD       12     $ 12,630  

Citgo Holding, Inc., 9.25%, 08/01/24(a)

      224       206,080  

Citigroup, Inc., 6.68%, 09/13/43(g)

      500       814,050  

Clarios Global LP/Clarios US Finance Co., 6.25%, 05/15/26(a)

      42       45,045  

Clean Harbors, Inc., 4.88%, 07/15/27(a)

      13       13,563  

Clear Channel Worldwide Holdings, Inc., 5.13%, 08/15/27(a)

      433       437,330  

Colfax Corp., 6.00%, 02/15/24(a)

      15       15,544  

Commercial Metals Co., 5.38%, 07/15/27

      95       99,987  

CrownRock LP/CrownRock Finance, Inc., 5.63%, 10/15/25(a)

      29       29,616  

Darling Ingredients, Inc., 5.25%, 04/15/27(a)

      12       12,760  

Dave & Buster’s, Inc., 7.63%, 11/01/25(a)

      30       31,575  

DaVita, Inc., 4.63%, 06/01/30(a)

      637       676,016  

DCP Midstream Operating LP

     

5.38%, 07/15/25

      20       21,976  

5.13%, 05/15/29

      15       16,637  

Diamond Sports Group LLC/Diamond Sports Finance Co., 5.38%, 08/15/26(a)(g)

      1,113       904,312  

Elanco Animal Health, Inc.

     

5.27%, 08/28/23

      19       20,758  

5.90%, 08/28/28

      18       21,240  

Endeavor Energy Resources LP/EER Finance, Inc.(a)

     

5.50%, 01/30/26

      12       12,314  

5.75%, 01/30/28

      25       26,967  

Expedia Group, Inc., 6.25%, 05/01/25(a)

      299       346,571  

Five Point Operating Co. LP/Five Point Capital Corp., 7.88%, 11/15/25(a)(g)

      1,050       1,111,477  

Ford Motor Credit Co. LLC, 5.58%, 03/18/24

      292       314,966  

Forestar Group, Inc.(a)

     

8.00%, 04/15/24

      488       513,620  

5.00%, 03/01/28

      230       237,475  

Freeport-McMoRan, Inc.

     

5.00%, 09/01/27

      15       15,900  

5.25%, 09/01/29

      15       16,688  

GLP Capital LP/GLP Financing II, Inc., 4.00%, 01/15/31

      191       208,423  

Golden Entertainment, Inc., 7.63%, 04/15/26(a)

      149       159,989  

Goldman Sachs Group, Inc.,
5.15%, 05/22/45(g)

      700       975,505  

Great Lakes Dredge & Dock Corp., 8.00%, 05/15/22

      150       153,837  

Hanesbrands, Inc.(a)

     

4.63%, 05/15/24

      22       23,045  

4.88%, 05/15/26

      22       23,898  

HCA, Inc.

     

5.38%, 02/01/25

      64       71,970  

5.88%, 02/15/26(g)

      1,577       1,813,550  

5.38%, 09/01/26

      25       28,735  

5.63%, 09/01/28

      37       43,660  

5.88%, 02/01/29

      25       30,087  

3.50%, 09/01/30

      765       812,871  

Hilton Domestic Operating Co., Inc., 4.88%, 01/15/30

      25       27,312  

Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp., 4.88%, 04/01/27

      15       15,876  

Howard Hughes Corp.(a)

     

5.38%, 03/15/25

      25       25,781  

5.38%, 08/01/28

      116       124,758  

Howmet Aerospace Inc., 6.75%, 01/15/28(g)

      1,540       1,883,174  

Hyatt Hotels Corp., 5.38%, 04/23/25

      160       180,819  

iHeartCommunications, Inc. 6.38%, 05/01/26

      20       21,118  
Security          Par
(000)
    Value  
United States (continued)                  

iHeartCommunications, Inc. (continued)

     

5.25%, 08/15/27(a)

    USD       19     $ 19,950  

4.75%, 01/15/28(a)

      12       12,315  

IRB Holding Corp., 7.00%, 06/15/25(a)

      108       117,990  

Jaguar Holding Co. II/PPD Development LP, 5.00%, 06/15/28(a)

      58       61,915  

JBS USA LUX SA/JBS USA Finance, Inc., 6.75%, 02/15/28(a)

      22       24,619  

KB Home, 7.63%, 05/15/23

      189       208,845  

Kronos Acquisition Holdings, Inc., 9.00%, 08/15/23(a)

      63       64,543  

Lamar Media Corp.

     

5.75%, 02/01/26

      16       16,500  

3.75%, 02/15/28

      15       15,416  

Lamb Weston Holdings, Inc.(a)

     

4.63%, 11/01/24

      21       21,893  

4.88%, 11/01/26

      21       21,951  

Lennar Corp.

     

4.75%, 05/30/25

      12       13,710  

4.75%, 11/29/27

      22       26,000  

Level 3 Financing, Inc.

     

5.25%, 03/15/26

      19       19,633  

4.63%, 09/15/27(a)

      25       26,111  

4.25%, 07/01/28(a)

      399       409,972  

3.63%, 01/15/29(a)

      325       324,187  

M/I Homes, Inc., 4.95%, 02/01/28

      314       332,385  

Marriott International, Inc.

     

4.63%, 06/15/30

      75       88,011  

Series GG, 3.50%, 10/15/32

      357       390,410  

Marriott Ownership Resorts, Inc./ILG LLC, 6.50%, 09/15/26

      19       19,855  

Masonite International Corp., 5.38%, 02/01/28(a)

      12       12,885  

Matador Resources Co., 5.88%, 09/15/26

      26       25,480  

Mauser Packaging Solutions Holding Co., 5.50%, 04/15/24(a)

      150       152,959  

MGM Growth Properties Operating Partnership LP/MGP Finance Co-Issuer, Inc.

     

5.63%, 05/01/24

      26       28,240  

4.63%, 06/15/25(a)

      88       94,248  

4.50%, 09/01/26(g)

      1,612       1,734,351  

5.75%, 02/01/27

      18       20,194  

MGM Resorts International

     

5.75%, 06/15/25

      17       18,796  

4.63%, 09/01/26

      10       10,582  

5.50%, 04/15/27

      17       18,947  

Molina Healthcare, Inc., 5.38%, 11/15/22

      17       17,999  

MPT Operating Partnership LP/MPT Finance Corp.

     

5.25%, 08/01/26

      12       12,564  

5.00%, 10/15/27

      35       37,231  

4.63%, 08/01/29

      22       23,513  

Nationstar Mortgage Holdings, Inc., 6.00%, 01/15/27(a)

      15       15,919  

Netflix, Inc.

     

5.88%, 02/15/25

      20       23,009  

4.38%, 11/15/26

      25       27,719  

4.88%, 04/15/28

      39       43,980  

5.88%, 11/15/28

      47       56,341  

6.38%, 05/15/29

      20       24,700  

5.38%, 11/15/29(a)

      22       25,932  

4.88%, 06/15/30(a)

      25       28,750  

Newell Brands, Inc., 4.70%, 04/01/26

      49       53,973  

Nexstar Broadcasting, Inc., 5.63%, 07/15/27(a)

      421       450,996  

NGPL PipeCo LLC, 7.77%, 12/15/37(a)(g)

      925       1,250,581  
 

 

 

C H E D U L E  O F  N V E S T M E N  T S

  17


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

(Percentages shown are based on Net Assets)

 

Security          Par
(000)
    Value  
United States (continued)                  

NRG Energy, Inc.

     

7.25%, 05/15/26

    USD       25     $ 26,375  

6.63%, 01/15/27

      30       31,681  

5.75%, 01/15/28

      20       21,850  

5.25%, 06/15/29(a)

      18       19,800  

OI European Group BV, 2.88%, 02/15/25

    EUR       100       123,689  

Outfront Media Capital LLC/Outfront Media Capital Corp.(a)

     

5.00%, 08/15/27

    USD       16       16,280  

4.63%, 03/15/30

      12       12,266  

Owens-Brockway Glass Container, Inc., 6.38%, 08/15/25(a)(g)

      1,495       1,655,712  

PBF Holding Co. LLC/PBF Finance Corp., 9.25%, 05/15/25(a)

      281       277,038  

PDC Energy, Inc., 5.75%, 05/15/26

      15       15,488  

PG&E Corp., 5.00%, 07/01/28

      269       286,485  

Pilgrim’s Pride Corp., 5.88%, 09/30/27(a)

      21       22,777  

Pioneer Energy Services Corp.(a)(d)(f)

     

(11.00% Cash), 11.00%, 05/15/25

      642       513,421  

(5.00% PIK), 5.00%, 11/15/25(i)

      452       244,384  

PulteGroup, Inc.

     

5.50%, 03/01/26

      319       379,583  

5.00%, 01/15/27

      15       17,700  

Quicken Loans LLC, 5.25%, 01/15/28(a)

      25       26,687  

Quicken Loans LLC/Quicken Loans Co.Issuer, Inc., 3.88%, 03/01/31(a)

      85       88,187  

Quicken Loans LLC/Quicken Loans Co-Issuer, Inc., 3.63%, 03/01/29(a)

      106       108,120  

Refinitiv US Holdings, Inc., 4.50%, 05/15/26

    EUR       200       256,852  

RHP Hotel Properties LP/RHP Finance Corp., 4.75%, 10/15/27

    USD       17       17,595  

Scientific Games International, Inc., 7.00%, 05/15/28(a)

      280       301,059  

SeaWorld Parks & Entertainment, Inc.(a)

     

8.75%, 05/01/25

      478       516,240  

9.50%, 08/01/25

      217       235,581  

Select Medical Corp., 6.25%, 08/15/26(a)

      515       554,614  

Service Properties Trust

     

4.50%, 06/15/23

      359       360,795  

7.50%, 09/15/25

      41       47,245  

SES SA, (5 year EUR Swap + 5.40%),
5.63%(b)(h)

    EUR       700       938,215  

Sirius XM Radio, Inc.(a)

     

4.63%, 07/15/24

    USD       572       592,735  

5.00%, 08/01/27

      37       39,313  

5.50%, 07/01/29

      31       34,110  

SM Energy Co., 10.00%, 01/15/25(a)

      244       262,300  

Sprint Corp., 7.88%, 09/15/23(g)

      787       911,189  

Standard Industries, Inc.(a)

     

5.00%, 02/15/27

      12       12,540  

4.75%, 01/15/28

      25       26,312  

Sunoco LP/Sunoco Finance Corp.

     

4.88%, 01/15/23

      25       25,315  

5.50%, 02/15/26

      20       20,500  

6.00%, 04/15/27

      15       15,945  

4.50%, 05/15/29(a)

      49       50,960  

Talen Energy Supply LLC(a)(g)

     

7.25%, 05/15/27

      730       777,450  

6.63%, 01/15/28

      386       403,370  

Targa Resources Partners LP/Targa Resources Partners Finance Corp.

     

5.13%, 02/01/25

      12       12,300  

5.88%, 04/15/26

      25       26,505  
Security          Par
(000)
    Value  
United States (continued)                  

Targa Resources Partners LP/Targa Resources Partners Finance Corp. (continued)

     

5.38%, 02/01/27

    USD       12     $ 12,604  

6.50%, 07/15/27

      19       20,615  

5.00%, 01/15/28

      19       20,056  

6.88%, 01/15/29

      19       21,399  

5.50%, 03/01/30

      25       27,142  

Taylor Morrison Communities, Inc.(a)

     

5.88%, 06/15/27

      378       428,395  

5.75%, 01/15/28(g)

      1,287       1,457,527  

TEGNA, Inc.

     

4.63%, 03/15/28(a)

      210       214,725  

5.00%, 09/15/29

      27       28,523  

Teleflex, Inc., 4.63%, 11/15/27

      12       12,897  

Tempur Sealy International, Inc., 5.50%, 06/15/26

      15       15,611  

Tenet Healthcare Corp.

     

4.63%, 09/01/24(a)

      543       560,647  

5.13%, 05/01/25

      35       35,682  

4.88%, 01/01/26(a)(g)

      924       966,606  

6.25%, 02/01/27(a)

      37       39,220  

5.13%, 11/01/27(a)

      37       39,174  

4.63%, 06/15/28(a)

      34       35,615  

Terex Corp., 5.63%, 02/01/25(a)

      15       15,452  

TransDigm, Inc.(g)

     

6.50%, 05/15/25

      1,540       1,582,350  

6.25%, 03/15/26(a)

      611       650,715  

Transocean Phoenix 2 Ltd., 7.75%, 10/15/24(a)(g)

      991       961,464  

TRI Pointe Group, Inc.

     

5.25%, 06/01/27

      295       320,812  

5.70%, 06/15/28

      27       30,483  

Under Armour, Inc., 3.25%, 06/15/26

      15       15,094  

United Airlines Pass-Through Trust

     

Series 2016-1, Class A, 5.88%, 10/15/27

      377       407,240  

Series 2019-2, Class B, 3.50%, 05/01/28

      154       143,758  

United Rentals North America, Inc. 5.88%, 09/15/26

      25       26,467  

5.50%, 05/15/27

      25       26,750  

3.88%, 11/15/27

      19       19,903  

4.88%, 01/15/28(g)

      1,541       1,641,165  

5.25%, 01/15/30

      19       21,090  

Universal Health Services, Inc.,
2.65%, 10/15/30(a)

      96       99,659  

VICI Properties LP/VICI Note Co., Inc.(a)

     

3.50%, 02/15/25

      19       19,433  

4.25%, 12/01/26

      31       32,152  

3.75%, 02/15/27

      19       19,428  

4.63%, 12/01/29

      277       296,390  

4.13%, 08/15/30

      25       26,391  

Vistra Operations Co. LLC(a)

     

5.50%, 09/01/26

      25       26,055  

5.63%, 02/15/27

      32       34,036  

5.00%, 07/31/27

      482       510,920  

William Carter Co., 5.63%, 03/15/27(a)

      12       12,630  

William Lyon Homes, Inc., 6.63%, 07/15/27(a)(g)

      853       921,880  

WPX Energy, Inc., 5.88%, 06/15/28

      24       26,161  

Wyndham Destinations, Inc., 6.63%, 07/31/26(a)

      132       151,140  

Wyndham Hotels & Resorts, Inc., 5.38%, 04/15/26(a)

      12       12,420  

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp.(a)

     

5.50%, 03/01/25

      44       45,925  

5.25%, 05/15/27

      22       22,677  

Wynn Resorts Finance LLC/Wynn Resorts Capital Corp., 5.13%, 10/01/29(a)

      299       313,202  
 

 

 

18  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

(Percentages shown are based on Net Assets)

 

Security          Par
(000)
    Value  
United States (continued)                  

XHR LP, 6.38%, 08/15/25(a)

    USD       104     $  109,720  

XPO Logistics, Inc., 6.75%, 08/15/24(a)

      25       26,562  
     

 

 

 
        53,385,793  
Vietnam — 0.1%                  

Mong Doung Finacial Holdings BV, 5.13%, 05/07/29

      250       261,797  
     

 

 

 

Total Corporate Bonds — 59.4%
(Cost: $115,490,406)

        120,872,268  
     

 

 

 

Floating Rate Loan Interests(b)

     

Canada — 0.7%

     

WestJet Airlines Ltd., Term Loan B, (6 mo. LIBOR + 3.00%, 1.00% Floor), 4.00%, 12/11/26

      1,520       1,454,123  
     

 

 

 
Luxembourg — 0.4%                  

Intelsat Jackson Holdings SA

     

2017 Term Loan B4, (PRIME + 5.50%), 8.75%, 01/02/24

      430       436,246  

2020 DIP Term Loan, (3 mo. LIBOR + 5.50%, 1.00% Floor), 6.50%, 07/13/22

      406       413,413  
     

 

 

 
        849,659  
Netherlands — 0.2%                  

Stars Group Holdings BV, 2018 USD Incremental Term Loan, (3 mo. LIBOR + 3.50%), 3.75%, 07/10/25

      489       490,310  
     

 

 

 
United Kingdom — 0.3%                  

Connect Finco Sarl, Term Loan B, (1 mo. LIBOR + 4.50%, 1.00% Floor), 5.50%, 12/12/26

      497       498,593  
     

 

 

 
United States — 9.4%                  

18 Fremont Street Acquisition LLC, Term Loan B, (3 mo. LIBOR + 8.00%, 1.50% Floor), 9.50%, 08/09/25

      1,130       1,118,610  

Acadia Healthcare Co., Inc., 2018 Term Loan B4, (1 mo. LIBOR + 2.50%), 2.65%, 02/16/23

      1,269       1,263,438  

Advanced Drainage Systems, Inc., Term Loan B, (3 mo. LIBOR + 2.25%), 2.44%, 07/31/26

      27       26,502  

Aimbridge Acquisition Co., Inc., 2019 Term Loan B, (1 mo. LIBOR + 3.75%), 3.90%, 02/02/26

      238       224,242  

Allegiant Travel Co., 2020 Term Loan, (3 mo. LIBOR + 3.00%), 3.21%, 02/05/24

      1,117       1,084,472  

Applecaramel Buyer LLC, Term Loan B, (6 mo. LIBOR + 4.00%), 4.50%, 10/19/27

      310       309,612  

BCP Raptor II LLC, 1st Lien Term Loan, (1 mo. LIBOR + 4.75%), 4.90%, 11/03/25

      396       354,779  

Buckeye Partners LP, 2019 Term Loan B, (1 mo. LIBOR + 2.75%), 2.90%, 11/01/26

      775       773,569  

Caesars Resort Collection LLC, 2020 Term Loan B1, (1 mo. LIBOR + 4.50%), 4.65%, 07/20/25

      235       235,483  

California Resources Corporation, 2020 Exit 2nd Lien Term Loan, (1 mo. LIBOR + 9.00%), 10.00%, 10/27/25(d)

      130       128,933  

Chesapeake Energy Corp., 2019 Last Out Term Loan, 9.00%, 06/24/24(c)(e)

      550       456,500  

CITGO Holding, Inc., 2019 Term Loan B, (3 mo. LIBOR + 7.00%, 1.00% Floor), 8.00%, 08/01/23

      395       363,400  

CSC Holdings LLC, 2019 Term Loan B5, (1 mo. LIBOR + 2.50%), 2.66%, 04/15/27

      246       243,571  
Security          Par
(000)
    Value  
United States (continued)                  

Diamond Sports Group LLC, Term Loan, (1 mo. LIBOR + 3.25%), 3.40%, 08/24/26

    USD       861     $ 758,664  

Foundation Building Materials LLC, 2018 Term Loan B, (1 mo. LIBOR + 3.00%), 3.15%, 08/13/25

      304       303,670  

Gates Global LLC, 2017 USD Repriced Term Loan B, (1 mo. LIBOR + 2.75%, 1.00% Floor), 3.75%, 04/01/24

      1,262       1,257,000  

Genesee & Wyoming Inc. (New), Term Loan, (3 mo. LIBOR + 2.00%), 2.25%, 12/30/26

      237       236,503  

Golden Nugget LLC, 2017 Incremental Term Loan B, (2 mo. LIBOR + 2.50%, 0.75% Floor), 3.25%, 10/04/23

      305       294,295  

Grifols Worldwide Operations USA, Inc., USD 2019 Term Loan B, (1 Week LIBOR + 2.00%), 2.10%, 11/15/27

      487       482,417  

Jeld-Wen, Inc., 2017 1st Lien Term Loan, (1 mo. LIBOR + 2.00%), 2.15%, 12/14/24

      868       856,745  

KAR Auction Services, Inc., 2019 Term Loan B6, (1 mo. LIBOR + 2.25%), 2.44%, 09/19/26

      44       43,676  

Kronos Acquisition Holdings Inc., 2020 Term Loan B, 12/17/26(j)

      233       232,709  

Lamar Media Corp., 2020 Term Loan B, (1 mo. LIBOR + 1.50%), 1.64%, 02/06/27

      34       33,002  

LBM Acquisition LLC(j)(k)

     

Delayed Draw Term Loan, 12/09/27

      14       13,542  

Term Loan B, 12/17/27

      61       60,937  

MI Windows and Doors LLC, 2020 Term Loan, 12/18/27(j)(k)

      76       76,095  

Pacific Gas & Electric Co., 2020 Term Loan, (1 mo. LIBOR + 4.50%, 1.00% Floor), 5.50%, 06/23/25

      233       235,216  

PCI Gaming Authority, Term Loan, (1 mo. LIBOR + 2.50%), 2.65%, 05/29/26

      403       398,224  

Pike Corp., 2020 Term Loan B, (1 mo. LIBOR + 3.97%), 4.12%, 07/24/26

      74       73,809  

Playtika Holding Corp., Term Loan B, (3 mo. LIBOR + 6.00%, 1.00% Floor), 7.00%, 12/10/24

      757       760,996  

PLH Infrastructure Services, Inc., 2018 Term Loan, (3 mo. LIBOR + 6.00%), 6.21%, 08/07/23

      295       269,205  

Ply Gem Midco, Inc., 2018 Term Loan, (1 mo. LIBOR + 3.75%), 3.90%, 04/12/25

      1,437       1,433,485  

Robertshaw US Holding Corp, 2018 1st Lien Term Loan, (1 mo. LIBOR + 3.50%, 1.00% Floor), 4.50%, 02/28/25

      837       780,308  

Scientific Games International, Inc., 2018 Term Loan B5, (1 mo. LIBOR + 2.75%), 2.90%, 08/14/24

      1,537       1,498,510  

Select Medical Corp., 2017 Term Loan B, (3 mo. LIBOR + 2.25%), 2.53%, 03/06/25

      141       139,385  

SRS Distribution, Inc., 2018 1st Lien Term Loan, (1 mo. LIBOR + 3.00%), 3.15%, 05/23/25

      156       153,719  

Summit Materials Companies I LLC, 2017 Term Loan B, (1 mo. LIBOR + 2.00%), 2.15%, 11/21/24

      839       832,955  
 

 

 

C H E D U L E  O F  N V E S T M E N  T S

  19


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

(Percentages shown are based on Net Assets)

 

Security          Par
(000)
    Value  
United States (continued)                  

Trandigm, Inc., 2020 Term Loan F, (1 mo. LIBOR + 2.25%), 2.40%, 12/09/25

    USD       750     $ 733,572  
     

 

 

 

XPO Logistics, Inc., 2018 Term Loan B, (1 mo. LIBOR + 2.00%), 2.15%, 02/24/25

      471       467,961  
     

 

 

 
        19,009,711  
     

 

 

 

Total Floating Rate Loan Interests — 11.0%
(Cost: $22,798,253)

        22,302,396  
     

 

 

 

Foreign Agency Obligations

 

Bahrain — 0.3%

     

Bahrain Government International Bond, 6.75%, 09/20/29

      200       229,375  

CBB International Sukuk Co. 7 SPC, 6.88%, 10/05/25

      410       475,344  
     

 

 

 
        704,719  
Colombia — 1.0%                  

Colombia Government International Bond

     

8.13%, 05/21/24

      317       388,008  

4.50%, 01/28/26(g)

      340       385,581  

3.88%, 04/25/27(g)

      670       744,705  

3.00%, 01/30/30(g)

      225       236,391  

4.13%, 05/15/51

      200       222,200  
     

 

 

 
        1,976,885  
Dominican Republic — 0.4%                  

Dominican Republic International Bond

     

5.95%, 01/25/27

      322       375,633  

4.88%, 09/23/32(a)

      215       236,970  

6.40%, 06/05/49

      168       197,243  
     

 

 

 
        809,846  
Egypt — 1.0%                  

Egypt Government International Bond

     

5.75%, 05/29/24(a)

      305       326,731  

5.88%, 06/11/25

      700       758,188  

6.38%, 04/11/31(a)

    EUR       737       966,476  
     

 

 

 
        2,051,395  
Indonesia — 0.1%                  

Indonesia Government International Bond, 4.10%, 04/24/28

    USD       200       232,250  
     

 

 

 
Maldives — 0.1%                  

Republic of Maldives Ministry of Finance and Treasury Bond, 7.00%, 06/07/22

      200       170,937  
     

 

 

 
Morocco(a) — 0.3%                  

Morocco Government International Bond

     

3.00%, 12/15/32

      370       374,625  

4.00%, 12/15/50

      200       205,750  
     

 

 

 
        580,375  
Panama — 0.3%                  

Panama Government International Bond

     

3.16%, 01/23/30

      275       304,477  

4.50%, 04/16/50

      251       322,535  
     

 

 

 
        627,012  
Paraguay — 0.2%                  

Paraguay Government International Bond, 5.40%, 03/30/50(a)

      250       315,547  
     

 

 

 
Security          Par
(000)
    Value  
Peru — 0.1%                  

Peruvian Government International Bond, 5.63%, 11/18/50

    USD       196     $ 307,132  
     

 

 

 
Qatar — 0.3%                  

Qatar Government International Bond

     

4.00%, 03/14/29(a)(g)

      268       317,915  

4.40%, 04/16/50

      247       321,100  
     

 

 

 
        639,015  
Romania — 0.2%                  

Romanian Government International Bond, 3.00%, 02/14/31(a)

      334       357,484  
     

 

 

 
Russia — 0.3%                  

Russian Foreign Bond - Eurobond

     

4.75%, 05/27/26

      400       462,200  

4.25%, 06/23/27

      200       228,500  
     

 

 

 
        690,700  
Saudi Arabia — 0.4%                  

Saudi Government International Bond, 4.50%, 04/17/30

      714       860,593  
     

 

 

 
Sri Lanka — 0.1%                  

Sri Lanka Government International Bond

     

7.85%, 03/14/29

      200       113,812  

7.55%, 03/28/30

      200       113,500  
     

 

 

 
        227,312  
Ukraine — 0.7%                  

Ukraine Government International Bond

     

7.75%, 09/01/22

      100       107,100  

7.75%, 09/01/23

      230       253,000  

8.99%, 02/01/24

      224       253,120  

7.75%, 09/01/24

      160       177,450  

7.75%, 09/01/25

      100       111,781  

7.25%, 03/15/33(a)

      400       436,000  
     

 

 

 
        1,338,451  
     

 

 

 

Total Foreign Agency Obligations — 5.8%
(Cost: $11,027,597)

        11,889,653  
     

 

 

 

Non-Agency Mortgage-Backed Securities

 

United States — 14.5%

     

Alternative Loan Trust, Series 2007-AL1, Class A1, (1 mo. LIBOR US + 0.25%), 0.40%, 06/25/37(b)

      678       524,507  

ARI Investments LLC, 4.59%, 01/06/25(d)

      739       727,761  

Bayview Commercial Asset Trust, Series 2007-6A, Class A4A, (1 mo. LIBOR US + 1.50%), 1.65%, 12/25/37(a)(b)

      2,000       1,915,186  

BBCMS Mortgage Trust, Series 2018-TALL, Class D, (1 mo. LIBOR US + 1.45%), 1.58%, 03/15/37(a)(b)

      500       480,276  

BBCMS Trust, Series 2019-CLP, Class D, (1 mo. LIBOR US + 1.73%),
1.89%, 12/15/31(a)(b)

      400       398,288  

BCAP LLC Trust, Series 2012-RR3, Class 1A5, 6.25%, 12/26/37(a)(b)

      945       832,734  

Benchmark Mortgage Trust, Series 2018-B7, Class C, 4.86%, 05/15/53(b)

      1,000       1,084,470  

BX Commercial Mortgage Trust(a)(b)

     

Series 2018-IND, Class H, (1 mo. LIBOR US + 3.00%), 3.16%, 11/15/35

      700       697,380  

Series 2020-BXLP, Class F, (1 mo. LIBOR US + 2.00%), 2.16%, 12/15/36

      388       378,414  
 

 

 

20  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

(Percentages shown are based on Net Assets)

 

Security          Par
(000)
    Value  
United States (continued)                  

BX Trust, Series 2019-OC11, Class E, 4.08%, 12/09/41(a)(b)

    USD       652     $ 658,486  

BXP Trust(a)(b)

     

Series 2017-CC, Class D, 3.55%, 08/13/37

      180       190,785  

Series 2017-CC, Class E, 3.55%, 08/13/37

      350       356,116  

CAMB Commercial Mortgage Trust, Series 2019-LIFE, Class E, (1 mo. LIBOR US + 2.15%), 2.31%, 12/15/37(a)(b)

      633       632,646  

CFCRE Commercial Mortgage Trust(b)

     

Series 2011-C1, Class C,
6.04%, 04/15/44(a)

      1,000       1,008,067  

Series 2016-C3, Class C, 4.75%, 01/10/48

      1,000       971,588  

CFK Trust, Series 2019-FAX, Class E, 4.64%, 01/15/39(a)(b)

      1,000       978,500  

Citigroup Commercial Mortgage Trust(b)

     

Series 2015-GC27, Class C, 4.42%, 02/10/48

      756       788,718  

Series 2016-C1, Class C, 4.95%, 05/10/49

      534       561,020  

Series 2016-C1, Class D,
4.95%, 05/10/49(a)

      700       626,307  

Series 2016-P3, Class D,
2.80%, 04/15/49(a)

      500       330,896  

Cold Storage Trust, Series 2020-ICE5, Class F, (1 mo. LIBOR US + 3.49%), 3.62%, 11/15/37(a)(b)

      200       200,239  

DBGS Mortgage Trust, Series 2019-1735, Class F, 4.19%, 04/10/37(a)(b)

      499       383,719  

DBJPM Mortgage Trust, Series 2017-C6, Class XD, 1.00%, 06/10/50(b)

      11,000       566,720  

DBUBS Mortgage Trust(a)(b)

     

Series 2011-LC1A, Class E, 5.56%, 11/10/46

      1,000       1,000,143  

Series 2017-BRBK, Class F, 3.53%, 10/10/34

      390       388,989  

GS Mortgage Securities Corp. Trust(a)(b)

     

Series 2017-500K, Class D, (1 mo. LIBOR US + 1.30%), 1.43%, 07/15/32

      120       119,471  

Series 2017-500K, Class E, (1 mo. LIBOR US + 1.50%), 1.63%, 07/15/32

      240       238,791  

Series 2017-500K, Class F, (1 mo. LIBOR US + 1.80%), 1.93%, 07/15/32

      10       9,938  

Series 2017-500K, Class G, (1 mo. LIBOR US + 2.50%), 2.63%, 07/15/32

      70       69,078  

GS Mortgage Securities Trust(a)

     

Series 2017-GS7, Class D, 3.00%, 08/10/50

      375       322,526  

Series 2017-GS7, Class E, 3.00%, 08/10/50

      300       235,954  

JP Morgan Chase Commercial Mortgage Securities Trust, Series 2018-WPT, Class FFX, 5.54%, 07/05/33(a)(b)

      59       56,388  

JPMBB Commercial Mortgage Securities Trust, Series 2015-C33, Class D1, 4.11%, 12/15/48(a)(b)

      1,619       1,553,266  

JPMCC Commercial Mortgage Securities Trust, Series 2017-JP5, Class D, 4.62%, 03/15/50(a)(b)(d)

      240       236,664  

LSTAR Commercial Mortgage Trust(a)(b)

     

Series 2017-5, Class C, 4.87%, 03/10/50

      1,000       980,302  

Series 2017-5, Class X, 0.99%, 03/10/50

      11,327       352,961  

MAD Mortgage Trust(a)(b)

     

Series 2017-330M, Class D, 4.11%, 08/15/34

      130       132,803  

Series 2017-330M, Class E, 4.17%, 08/15/34

      180       180,174  

MASTR Reperforming Loan Trust, Series 2005-1, Class 1A5,
8.00%, 08/25/34(a)

      878       838,743  

Morgan Stanley Bank of America Merrill Lynch Trust

     

Series 2015-C23, Class D, 4.14%, 07/15/50(a)(b)

      310       303,573  

Series 2015-C25, Class D, 3.07%, 10/15/48

      39       35,483  

Morgan Stanley Capital I Trust

     

Series 2017-H1, Class D,
2.55%, 06/15/50(a)

      1,010       790,110  

Series 2017-H1, Class XD, 2.20%, 06/15/50(a)(b)

      8,625       980,749  
Security          Par
(000)
    Value  
United States (continued)                  

Morgan Stanley Capital I Trust (continued)

     

Series 2018-H4, Class C,
5.08%, 12/15/51(b)

    USD       711     $ 760,381  

Series 2018-MP, Class E,
4.28%, 07/11/40(a)(b)

      250       200,163  

Series 2018-SUN, Class F, (1 mo. LIBOR US + 2.55%), 2.71%, 07/15/35(a)(b)

      220       207,045  

Series 2019-NUGS, Class E, (1 mo. LIBOR US + 2.24%),
3.74%, 12/15/36(a)(b)

      500       471,433  

Natixis Commercial Mortgage Securities Trust, Series 2017-75B, Class E,
4.06%, 04/10/37(a)(b)

      170       147,704  

Olympic Tower Mortgage Trust(a)(b)

     

Series 2017-OT, Class D, 3.95%, 05/10/39

      140       134,734  

Series 2017-OT, Class E, 3.95%, 05/10/39

      190       166,695  

Park Avenue Trust, Series 2017-245P, Class E, 3.66%, 06/05/37(a)(b)

      380       363,144  

RALI Trust, Series 2006-QO6, Class A1, (1 mo. LIBOR US + 0.36%), 0.51%, 06/25/46(b)

      2,757       967,434  

US 2018-USDC, Series 2018-USDC, Class E, 4.49%, 05/13/38(a)(b)

      270       225,323  

Wells Fargo Commercial Mortgage Trust(b)

     

Series 2016-C37, Class C, 4.49%, 12/15/49

      701       748,030  

Series 2016-NXS5, Class D, 4.99%, 01/15/59

      500       509,604  

Wells Fargo Mortgage Backed Securities Trust, Series 2008-AR1, Class A2, 3.34%, 03/25/38(b)

      452       395,404  
     

 

 

 

Total Non-Agency Mortgage-Backed Securities — 14.5%
(Cost: $29,389,722)

 

    29,416,023  
     

 

 

 

Preferred Securities

     
Capital Trusts — 4.6%                  
Belgium — 0.1%                  

Solvay Finance SA, 5.43%(b)(h)

    EUR       140       189,383  
     

 

 

 
China(b)(h) — 0.2%                  

Agile Group Holdings Ltd., 6.88%

    USD       200       204,750  

King Talent Management Ltd., 5.60%

      200       174,000  
     

 

 

 
        378,750  
     

 

 

 
Denmark — 0.4%                  

Orsted A/S, 2.25%, 12/31/99(b)

    EUR       600       766,891  
     

 

 

 
France — 1.9%                  

AXA SA, 3.25%, 05/28/49(b)

      700       998,476  

Electricite de France SA, 5.38%(b)(h)

      100       140,032  

Engie SA, 3.25%(b)(h)

      700       936,608  

Societe Generale SA, 5.63%, 11/24/45

    USD       700       967,900  

TOTAL SE, 3.37%(b)(h)

    EUR       600       823,697  
     

 

 

 
        3,866,713  
     

 

 

 
Germany(b)(h) — 0.6%                  

ATF Netherlands BV, 3.75%

      100       126,899  

Volkswagen International Finance NV

     

3.88%

      500       655,782  

4.63%

      300       406,809  
     

 

 

 
        1,189,490  
Hong Kong — 0.1%                  

FWD Ltd., 5.50%(b)(h)

    USD       200       190,000  
     

 

 

 
 

 

 

C H E D U L E  O F  N V E S T M E N  T S

  21


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

(Percentages shown are based on Net Assets)

 

Security          Par
(000)
    Value  
Netherlands(b)(h) — 0.1%                  

Abertis Infraestructuras Finance BV, 3.25%

    EUR       100     $ 126,594  

Koninklijke KPN NV, 2.00%

      100       122,165  
     

 

 

 
        248,759  
     

 

 

 
South Korea — 0.1%                  

KDB Life Insurance Co. Ltd., 7.50%(b)(h)

    USD       200       198,500  
     

 

 

 
Spain(b)(h) — 0.6%                  

Bankia SA, 6.00%

    EUR       200       252,210  

Naturgy Finance BV, 4.13%

      100       128,731  

Repsol International Finance BV, 3.75%

      100       130,976  

Telefonica Europe BV

     

4.38%

      100       132,549  

3.88%

      500       658,164  
     

 

 

 
        1,302,630  
Switzerland — 0.3%                  

Argentum Netherlands BV for Swiss Re Ltd., 5.75%, 08/15/50(b)

    USD       500       567,250  
     

 

 

 
United Kingdom(b) — 0.1%                  

BP Capital Markets PLC, 3.25%(h)

    EUR       100       130,105  

Vodafone Group PLC, 3.10%, 01/03/79

      100       126,621  
     

 

 

 
        256,726  
     

 

 

 
United States — 0.1%                  

Belden, Inc., 4.13%, 10/15/26

      100       125,825  
     

 

 

 

Total Preferred Securities — 4.6%
(Cost: $8,036,763)

        9,280,917  
     

 

 

 

U.S. Government Sponsored Agency Securities

 

Collateralized Mortgage Obligations — 0.6%  

Fannie Mae Connecticut Avenue Securities, Series 2017- C03, Class 1M2, (1 mo. LIBOR US + 3.00%), 3.15%, 10/25/29

    USD       97       97,646  

Freddie Mac Structured Agency Credit Risk Debt Notes, Series 2017-DNA2, Class B1, (1 mo. LIBOR US + 5.15%), 5.30%, 10/25/29

      1,000       1,062,303  
     

 

 

 
        1,159,949  
Commercial Mortgage-Backed Securities — 0.2%                  

FREMF Mortgage Trust, Series 2017-KGX1, Class BFX, 3.59%, 10/25/27(a)(b)

      500       525,630  
     

 

 

 

Total U.S. Government Sponsored Agency
Securities — 0.8%
(Cost: $1,572,729)

 

    1,685,579  
     

 

 

 
            Shares         

Warrants

     
United States — 0.0%                  

SM Energy Co. (Expires 06/30/23)(c)

      571       3,489  
     

 

 

 

Total Warrants — 0.0%
(Cost: $2,445)

        3,489  
     

 

 

 

Total Long-Term Investments — 112.5%
(Cost: $222,423,301)

        228,904,531  
     

 

 

 
Security       

    

Shares

    Value  

Short-Term Securities

            
Money Market Funds — 3.0%                

BlackRock Liquidity Funds, T-Fund, Institutional Class, 0.00%(l)(m)

      5,995,724     $ 5,995,724  
     

 

 

 

Total Short-Term Securities — 3.0%
(Cost: $5,995,724)

 

    5,995,724  
     

 

 

 

Options Purchased — 0.0%
(Cost: $392,227)

        110,285  
     

 

 

 

Total Investments Before Options Written — 115.5%
(Cost: $228,811,252)

 

    235,010,540  
     

 

 

 

Options Written — (0.0)%
(Premiums Received: $(97,088))

        (28,626
     

 

 

 

Total Investments, Net of Options Written — 115.5%
(Cost: $228,714,164)

 

    234,981,914  

Liabilities in Excess of Other Assets — (15.5)%

 

    (31,501,768
     

 

 

 

Net Assets — 100.0%

      $   203,480,146  
     

 

 

 

 

(a) 

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors.

(b) 

Variable rate security. Interest rate resets periodically. The rate shown is the effective interest rate as of period end. Security description also includes the reference rate and spread if published and available.

(c) 

Non-income producing security.

(d) 

Security is valued using significant unobservable inputs and is classified as Level 3 in the fair value hierarchy.

(e) 

Issuer filed for bankruptcy and/or is in default.

(f) 

Payment-in-kind security which may pay interest/dividends in additional par/shares and/or in cash. Rates shown are the current rate and possible payment rates.

(g) 

All or a portion of the security has been pledged as collateral in connection with outstanding reverse repurchase agreements.

(h) 

Perpetual security with no stated maturity date.

(i) 

Convertible security.

(j) 

Represents an unsettled loan commitment at period end. Certain details associated with this purchase are not known prior to the settlement date, including coupon rate.

(k) 

When-issued security.

(l) 

Affiliate of the Trust.

(m) 

Annualized 7-day yield as of period end.

 

 

 

22  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

    

 

Affiliates

Investments in issuers considered to be affiliate(s) of the Trust during the year ended December 31, 2020 for purposes of Section 2(a)(3) of the 1940 Act, as amended, were as follows:

 

Affiliated Issuer  

Value at

12/31/19

    Purchases
at Cost
    Proceeds
from Sales
    Net
Realized
Gain (Loss)
    Change in
Unrealized
Appreciation
(Depreciation)
    Value at
12/31/20
    Shares
Held at
12/31/20
    Income     Capital Gain
Distributions
from
Underlying
Funds
 

BlackRock Liquidity Funds, T-Fund, Institutional Class

  $ 182,194     $ 5,813,530 (a)    $     $     $     $ 5,995,724       5,995,724     $ 14,863     $  
       

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

 

  (a) 

Represents net amount purchased (sold).

 

Reverse Repurchase Agreements

 

 

Counterparty     
Interest
Rate
 
 
   
Trade
Date
 
 
    
Maturity
Date
 
(a)  
    Face Value       

Face Value

Including

Accrued Interest

 

 

 

  

Type of Non-Cash Underlying

Collateral

  

Remaining  

Contractual Maturity  

of the Agreements(a)

 

Barclays Capital, Inc.

     2.25 %(b)      03/02/20        Open     $ 805,000      $ 814,174      Corporate Bonds    Open/Demand

Barclays Capital, Inc.

     2.30 (b)      03/02/20        Open       689,947        698,102      Corporate Bonds    Open/Demand

Barclays Capital, Inc.

     1.60 (b)      03/13/20        Open       834,260        841,852      Corporate Bonds    Open/Demand

Barclays Capital, Inc.

     0.90 (b)      04/15/20        Open       654,058        658,309      Corporate Bonds    Open/Demand

Barclays Capital, Inc.

     1.00 (b)      04/15/20        Open       642,500        647,140      Corporate Bonds    Open/Demand

Barclays Capital, Inc.

     1.00 (b)      04/15/20        Open       551,250        555,231      Corporate Bonds    Open/Demand

Barclays Capital, Inc.

     1.25 (b)      04/15/20        Open       610,160        615,668      Corporate Bonds    Open/Demand

Credit Suisse Securities (USA) LLC

     1.50 (b)      04/22/20        Open       296,225        297,919      Foreign Agency Obligations    Open/Demand

BNP Paribas S.A.

     1.15 (b)      07/15/20        Open       352,963        354,868      Corporate Bonds    Open/Demand

Barclays Capital, Inc.

     0.85 (b)      07/29/20        Open       487,500        489,284      Corporate Bonds    Open/Demand

Barclays Capital, Inc.

     1.00 (b)      07/29/20        Open       577,500        579,986      Capital Trusts    Open/Demand

BNP Paribas S.A.

     1.15 (b)      08/21/20        Open       536,030        538,307      Corporate Bonds    Open/Demand

BNP Paribas S.A.

     0.68 (b)      09/09/20        Open       665,812        667,234      Foreign Agency Obligations    Open/Demand

BNP Paribas S.A.

     0.68 (b)      09/10/20        Open       1,060,897        1,063,142      Corporate Bonds    Open/Demand

BNP Paribas S.A.

     0.68 (b)      09/10/20        Open       847,009        848,801      Corporate Bonds    Open/Demand

BNP Paribas S.A.

     0.68 (b)      09/10/20        Open       1,282,500        1,285,213      Corporate Bonds    Open/Demand

RBC Capital Markets LLC

     0.45 (b)      09/10/20        Open       842,000        843,179      Corporate Bonds    Open/Demand

RBC Capital Markets LLC

     0.45 (b)      09/10/20        Open       876,750        877,977      Corporate Bonds    Open/Demand

RBC Capital Markets LLC

     0.45 (b)      09/10/20        Open       878,500        879,730      Corporate Bonds    Open/Demand

RBC Capital Markets LLC

     0.85 (b)      09/10/20        Open       1,407,175        1,410,896      Corporate Bonds    Open/Demand

RBC Capital Markets LLC

     0.85 (b)      09/10/20        Open       447,500        448,683      Corporate Bonds    Open/Demand

RBC Capital Markets LLC

     0.85 (b)      09/10/20        Open       1,434,125        1,437,917      Corporate Bonds    Open/Demand

RBC Capital Markets LLC

     0.85 (b)      09/10/20        Open       1,317,469        1,320,953      Corporate Bonds    Open/Demand

RBC Capital Markets LLC

     0.85 (b)      09/10/20        Open       1,340,000        1,343,544      Corporate Bonds    Open/Demand

RBC Capital Markets LLC

     0.85 (b)      09/10/20        Open       1,253,175        1,256,489      Corporate Bonds    Open/Demand

Barclays Capital, Inc.

     0.55 (b)      09/14/20        Open       739,882        741,103      Foreign Agency Obligations    Open/Demand

Barclays Capital, Inc.

     0.80 (b)      09/21/20        Open       569,400        570,678      Corporate Bonds    Open/Demand

Barclays Capital, Inc.

     0.80 (b)      09/21/20        Open       698,394        699,961      Corporate Bonds    Open/Demand

BNP Paribas S.A.

     0.65 (b)      09/25/20        Open       624,488        625,559      Corporate Bonds    Open/Demand

RBC Capital Markets LLC

     0.85 (b)      09/25/20        Open       710,680        712,274      Corporate Bonds    Open/Demand

BNP Paribas S.A.

     0.45 (b)      09/28/20        Open       699,125        699,947      Corporate Bonds    Open/Demand

BNP Paribas S.A.

     0.65 (b)      09/28/20        Open       138,375        138,610      Corporate Bonds    Open/Demand

BNP Paribas S.A.

     0.65 (b)      09/28/20        Open       481,280        482,097      Corporate Bonds    Open/Demand

BNP Paribas S.A.

     0.65 (b)      09/28/20        Open       1,071,107        1,072,925      Corporate Bonds    Open/Demand

BNP Paribas S.A.

     0.68 (b)      09/28/20        Open       825,010        826,475      Corporate Bonds    Open/Demand

BNP Paribas S.A.

     0.68 (b)      09/28/20        Open       1,237,112        1,239,309      Corporate Bonds    Open/Demand

BNP Paribas S.A.

     0.68 (b)      09/28/20        Open       918,750        920,381      Corporate Bonds    Open/Demand

RBC Capital Markets LLC

     0.85 (b)      09/29/20        Open       602,040        603,362      Corporate Bonds    Open/Demand

RBC Capital Markets LLC

     0.85 (b)      09/29/20        Open       1,167,600        1,170,164      Corporate Bonds    Open/Demand

RBC Capital Markets LLC

     0.85 (b)      09/29/20        Open       303,975        304,643      Corporate Bonds    Open/Demand

Goldman Sachs & Co.

     0.50 (b)      10/13/20        Open       302,505        302,837      Foreign Agency Obligations    Open/Demand

BNP Paribas S.A.

     0.39 (b)      10/28/20        Open       218,813        218,964      Foreign Agency Obligations    Open/Demand

 

 

C H E D U L E  O F  N V E S T M E N  T S

  23


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

    

 

Reverse Repurchase Agreements (continued)

 

 

Counterparty     
Interest
Rate
 
 
   
Trade
Date
 
 
    
Maturity
Date
 
(a)  
    Face Value       

Face Value
Including
Accrued Interest
 
 
 
   Type of Non-Cash Underlying Collateral   

Remaining  

Contractual Maturity  

of the Agreements(a)

 

RBC Capital Markets LLC

     0.85 %(b)      10/29/20        Open     $ 231,495      $ 231,839      Corporate Bonds    Open/Demand

RBC Capital Markets LLC

     0.85 (b)      10/29/20        Open       942,344        943,746      Corporate Bonds    Open/Demand
         

 

 

    

 

 

       
          $ 33,172,680      $     33,279,472        
         

 

 

    

 

 

       

 

  (a) 

Certain agreements have no stated maturity and can be terminated by either party at any time.

 
  (b) 

Variable rate security. Rate as of period end and maturity is the date the principal owed can be recovered through demand.

 

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

 

 

 
Description    Number of
Contracts
     Expiration
Date
    

Notional

Amount (000)

     Value/
Unrealized
Appreciation
(Depreciation)
 

 

 

Long Contracts

           

10-Year U.S. Ultra Note

     26        03/22/21      $ 4,065      $ (6,155

U.S. Ultra Bond

     33        03/22/21        7,048        (41,445

2-Year U.S. Treasury Notes

     12        03/31/21        2,652        2,548  
           

 

 

 
              (45,052
           

 

 

 

Short Contracts

           

10-Year U.S. Treasury Note

     19        03/22/21        2,623        (2,666

Long U.S. Treasury Bond

     1        03/22/21        173        (896

5-Year U.S. Treasury Note

     152        03/31/21        19,177        (43,069
           

 

 

 
              (46,631
           

 

 

 
            $ (91,683
           

 

 

 

Forward Foreign Currency Exchange Contracts

 

 

 
Currency Purchased            Currency Sold      Counterparty      Settlement Date                

Unrealized
Appreciation

(Depreciation)

 

 

 

USD

     548,965          EUR          448,653      Deutsche Bank AG        01/06/21             $ 852  

HKD

     2,009,278          USD          259,213      Morgan Stanley & Co. International PLC        03/17/21               12  
                              

 

 

 
                                 864  
                              

 

 

 

USD

     12,169,841          EUR          10,207,500      BNP Paribas S.A.        01/06/21               (300,517

USD

     120,874          EUR          100,000      Morgan Stanley & Co. International PLC        01/06/21               (1,295

USD

     12,224,461          EUR          10,207,500      UBS AG        01/06/21               (245,897

USD

     1,902,430          GBP          1,424,000      Standard Chartered Bank        01/06/21               (44,913

USD

     897,156          EUR          737,000      Morgan Stanley & Co. International PLC        03/17/21               (4,664

USD

     479,395          HKD          3,716,249      Bank of America N.A.        03/17/21               (53
                              

 

 

 
                                 (597,339
                              

 

 

 
                               $ (596,475
                              

 

 

 

Exchange-Traded Options Purchased

 

 

 
Description    Number of
Contracts
       Expiration
Date
       Exercise Price       

Notional

Amount (000)

       Value  

 

 

Call

                           

U.S. Treasury Ultra Bond

     15          02/19/21          USD          175.00        USD 2,598        $ 21,094  
                           

 

 

 

Put

                           

iShares iBoxx $ High Yield Corporate Bond ETF

     4,000          01/15/21          USD          84.00        USD 34,920          38,000  
                           

 

 

 
                            $   59,094  
                           

 

 

 

 

 

24  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

    

 

OTC Options Purchased

 

 

 
Description    Counterparty   

Expiration

Date

     Exercise Price      Notional
Amount (000)
     Value  

 

 

Put

              

USD Currency

   Bank of America N.A.      01/20/21      JPY  101.00      USD  16,300      $     16,300  
              

 

 

 

OTC Interest Rate Swaptions Purchased

 

 

 
   

Paid by the Trust

       Received by the Trust           Expiration     Exercise     Notional        
Description   Rate   Frequency    Rate     Frequency   Counterparty   Date     Rate     Amount (000)     Value  

 

 

Call

                  

30-Year Interest Rate Swap, 01/21/51

  3-Month LIBOR, 0.24%   Quarterly      1.16   Semi-Annual  

Morgan Stanley & Co.
International PLC

    01/19/21       1.16     USD 3,840     $ 4,301  

30-Year Interest Rate Swap, 02/20/51

  3-Month LIBOR, 0.24%   Quarterly      1.27   Semi-Annual  

Morgan Stanley & Co.
International PLC

    02/18/21       1.27       USD 2,536       30,590  
                  

 

 

 
                   $  34,891  
                  

 

 

 

Exchange-Traded Options Written

 

Description    Number of
Contracts
     Expiration
Date
     Exercise Price      Notional
Amount (000)
     Value  

Put

              

iShares iBoxx $ High Yield Corporate Bond ETF

     4,000        01/15/21        USD     81.00        USD     34,920      $  (20,000
              

 

 

 

OTC Interest Rate Swaptions Written

 

 

 
    Paid by the Trust   

    Received by the Trust    

        Expiration     Exercise     Notional        
Description           Rate     Frequency    Rate   Frequency     Counterparty   Date     Rate     Amount (000)     Value  

 

 

Call

                  

30-Year Interest Rate Swap, 02/20/51

    1.07   Semi-Annual    3-Month LIBOR, 0.24%     Quarterly    

Morgan Stanley & Co.
International PLC

    02/18/21       1.07   USD      2,536     $ (8,626
                  

 

 

 

OTC Credit Default Swaps — Sell Protection

 

 

   
       Reference Obligation/Index    

Financing

Rate Received

by the Trust

 

 

 

   
Payment
Frequency
 
 
  Counterparty    
Termination
Date
 
 
   
Credit
Rating
 
(a) 
   
Notional    
Amount (000)(b)
 
 
    Value      


Upfront
Premium
Paid
(Received)
 
 
 
 
   

Unrealized
Appreciation
(Depreciation)
 
 
 
            
 

 

   
 

Rolls-Royce PLC

    1.00     Quarterly     Citibank N.A.     06/20/25       BB-       EUR       16     $ (1,523   $ (2,517   $ 994    
 

Rolls-Royce PLC

    1.00       Quarterly     Citibank N.A.     06/20/25       BB-       EUR       34       (3,341     (5,538     2,197    
  CMBX.NA.9     3.00       Monthly    

Morgan Stanley & Co.
International PLC

    09/17/58       NR       USD       5,000       (590,509     (522,362     (68,147  
  CMBX.NA.9     3.00       Monthly    

Morgan Stanley & Co.
International PLC  

    09/17/58       NR       USD       3,000       (354,306     (309,570     (44,736  
                 

 

 

   

 

 

   

 

 

   
                  $   (949,679   $ (839,987   $ (109,692  
                 

 

 

   

 

 

   

 

 

   

 

  (a) 

Using the rating of the issuer or the underlying securities of the index, as applicable, provided by S&P Global Ratings.

 
  (b) 

The maximum potential amount the Trust may pay should a negative credit event take place as defined under the terms of the agreement.

 

Balances Reported in the Statements of Assets and Liabilities for OTC Swaps and Options Written

 

 
Description    Swap
Premiums
Paid
     Swap
Premiums
Received
     Unrealized
Appreciation
     Unrealized
Depreciation
     Value  

 

 

OTC Swaps

   $        $ (839,987    $ 3,191      $ (112,883    $  

Options Written

                   68,462               (28,626

 

 

 

 

C H E D U L E  O F  N V E S T M E N  T S

  25


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

    

 

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:

 

 

 
     Commodity
Contracts
    

Credit

Contracts

     Equity
Contracts
     Foreign
Currency
Exchange
Contracts
     Interest
Rate
Contracts
     Other
Contracts
     Total  

 

 

Assets — Derivative Financial Instruments

                    

Futures contracts

                    

Unrealized appreciation on futures contracts(a)

   $      $      $      $      $ 2,548      $      $ 2,548  

Forward foreign currency exchange contracts

                    

Unrealized appreciation on forward foreign currency exchange contracts

                          864                      864  

Options purchased

                    

Investments at value — unaffiliated(b)

                   38,000        16,300        55,985               110,285  

Swaps — OTC

                    

Unrealized appreciation on OTC swaps; Swap premiums paid

            3,191                                    3,191  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $      $ 3,191      $ 38,000      $ 17,164      $ 58,533      $      $ 116,888  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities — Derivative Financial Instruments

                    

Futures contracts

                    

Unrealized depreciation on futures contracts(a)

   $      $      $      $      $ 94,231      $      $ 94,231  

Forward foreign currency exchange contracts

                    

Unrealized depreciation on forward foreign currency exchange contracts

                          597,339                      597,339  

Options written

                    

Options written at value

                   20,000               8,626               28,626  

Swaps — OTC

                    

Unrealized depreciation on OTC swaps; Swap premiums received

            952,870                                    952,870  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $      $   952,870      $ 20,000      $   597,339      $   102,857      $      $   1,673,066  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a) 

Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).

 
  (b) 

Includes options purchased at value as reported in the Schedule of Investments.

 

For the year ended December 31, 2020, the effect of derivative financial instruments in the Statements of Operations was as follows:

 

 

 
     Commodity
Contracts
     Credit
Contracts
     Equity
Contracts
     Foreign
Currency
Exchange
Contracts
     Interest
Rate
Contracts
     Other
Contracts
     Total  

 

 

Net Realized Gain (Loss) from

                    

Futures contracts

   $      $      $      $      $ (936,251    $      $ (936,251

Forward foreign currency exchange contracts

                          (1,685,042                    (1,685,042

Options purchased(a)

                   (401,423      (143,857                    (545,280

Options written

                   88,453                             88,453  

Swaps

            246,027                                    246,027  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $      $ 246,027      $ (312,970    $ (1,828,899    $ (936,251    $      $ (2,832,093
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on

                    

Futures contracts

   $      $      $      $      $ (241,339    $      $ (241,339

Forward foreign currency exchange contracts

                          (94,110                    (94,110

Options purchased(b)

                   (710      (60,962      (90,037             (151,709

Options written

                   8,389               25,406               33,795  

Swaps

            (912,067                                  (912,067
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $      $  (912,067    $ 7,679      $ (155,072    $  (305,970    $      $  (1,365,430
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a) 

Options purchased are included in net realized gain (loss) from investments — unaffiliated.

 
  (b) 

Options purchased are included in net change in unrealized appreciation (depreciation) on investments — unaffiliated.

 

 

 

26  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

    

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

 

 

Futures contracts

  

Average notional value of contracts — long

   $ 16,541,619  

Average notional value of contracts — short

   $ 23,774,869  

Forward foreign currency exchange contracts

  

Average amounts purchased — in USD

   $ 46,192,239  

Average amounts sold — in USD

   $ 19,374,747  

Options

  

Average value of option contracts purchased

   $ 37,676  

Average value of option contracts written

   $ 6,931  

Average notional value of swaption contracts purchased

   $ 1,594,000  

Average notional value of swaption contracts written

   $ 634,000  

Credit default swaps

  

Average notional value — sell protection

   $ 8,043,970  

 

 

For more information about the Trust’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.

Derivative Financial Instruments — Offsetting as of Period End

The Trust’s derivative assets and liabilities (by type) were as follows:

 

 

 
     Assets      Liabilities  

 

 

Derivative Financial Instruments

     

Futures contracts

   $ 30,719      $ 9,572  

Forward foreign currency exchange contracts

     864        597,339  

Options

     110,285 (a)       28,626  

Swaps — OTC(b)

     3,191        952,870  
  

 

 

    

 

 

 

Total derivative assets and liabilities in the Statements of Assets and Liabilities

     145,059        1,588,407  
  

 

 

    

 

 

 

Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)

     (89,813      (29,572
  

 

 

    

 

 

 

Total derivative assets and liabilities subject to an MNA

   $        55,246      $     1,558,835  
  

 

 

    

 

 

 

 

  (a) 

Includes options purchased at value which is included in Investments at value — unaffiliated in the Statements of Assets and Liabilities and reported in the Schedule of Investments.

 
  (b) 

Includes unrealized appreciation (depreciation) on OTC swaps and swap premiums (paid/received) in the Statements of Assets and Liabilities.

 

The following table presents the Trust’s derivative assets and liabilities by counterparty net of amounts available for offset under an MNA and net of the related collateral received (and pledged) by the Trust:

 

 

 
Counterparty     



Derivative
Assets
Subject to

an MNA by
Counterparty

 
 
 

 
 

    

Derivatives
Available

for Offset

 
 

(a) 

    

Non-Cash
Collateral
Received
 
 
 
    

Cash
Collateral
Received
 
 
 
    

Net Amount
of Derivative

Assets

 
 

(b)  

 

 

Bank of America N.A.

   $ 16,300      $ (53    $      $      $ 16,247  

Citibank N.A.

     3,191        (3,191                     

Deutsche Bank AG

     852                             852  

Morgan Stanley & Co. International PLC

     34,903        (34,903                     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 55,246      $ (38,147    $      $      $ 17,099  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

C H E D U L E  O F  N V E S T M E N  T S

  27


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

    

 

 

 
Counterparty     


Derivative

Liabilities

Subject to

an MNA by
Counterparty

 

 

 

 
 

    

Derivatives
Available

for Offse

 
 

t(a) 

    

Non-Cash
Collateral
Pledged
 
 
 
    

Cash
 Collateral
Pledged
 
 
(c) 
    


Net Amount

of Derivative
Liabilities

 

 
(d)  

 

 

Bank of America N.A.

   $ 53      $ (53    $      $      $  

BNP Paribas S.A.

     300,517                             300,517  

Citibank N.A.

     8,055        (3,191                    4,864  

Morgan Stanley & Co. International PLC

     959,400        (34,903             (924,497       

Standard Chartered Bank

     44,913                             44,913  

UBS AG

     245,897                             245,897  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 1,558,835      $ (38,147    $      $ (924,497    $ 596,191  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a) 

The amount of derivatives available for offset is limited to the amount of derivative asset and/or liabilities that are subject to an MNA.

 
  (b) 

Net amount represents the net amount receivable from the counterparty in the event of default.

 
  (c) 

Excess of collateral pledged to the individual counterparty is not shown for financial reporting purposes.

 
  (d) 

Net amount represents the net amount payable due to counterparty in the event of default. Net amount may be offset further by the options written receivable/payable on the Statements of Assets and Liabilities.

 

Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of financial instruments. For a description of the input levels and information about the Trust’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

The following table summarizes the Trust’s investments and derivative financial instruments categorized in the disclosure hierarchy. The breakdown of the Trust’s investments into major categories is disclosed in the Schedule of Investments above.

 

                                                                                       

 

 
     Level 1        Level 2        Level 3        Total  

 

 

Assets

                 

Investments

                 

Long-Term Investments

                 

Asset-Backed Securities

   $        $ 32,021,340        $        $ 32,021,340  

Common Stocks

                 

United States

     1,038,540          332,970          61,356          1,432,866  

Corporate Bonds

                 

Argentina

              1,078,045                   1,078,045  

Australia

              293,302                   293,302  

Bermuda

              379,314                   379,314  

Brazil

              5,661,947                   5,661,947  

British Virgin Islands

              202,250                   202,250  

Canada

              1,972,788          801,797          2,774,585  

Cayman Islands

              928,095                   928,095  

Chile

              572,784                   572,784  

China

     253,298          8,390,500                   8,643,798  

Colombia

              540,508                   540,508  

Dominican Republic

              964,830                   964,830  

France

              4,746,373                   4,746,373  

Germany

              3,713,376                   3,713,376  

Guatemala

              1,194,148                   1,194,148  

Hong Kong

              54,875                   54,875  

India

              1,661,312                   1,661,312  

Indonesia

              842,309                   842,309  

Ireland

              203,137                   203,137  

Israel

              367,246                   367,246  

Italy

     121,849          3,539,539                   3,661,388  

Japan

              387,617                   387,617  

Jersey

              298,327                   298,327  

Lithuania

              370,013                   370,013  

Luxembourg

              1,134,426                   1,134,426  

Macau

              208,000                   208,000  

Mauritius

              477,937                   477,937  

Mexico

              4,966,819                   4,966,819  

Mongolia

              198,813                   198,813  

MultiNational

              40,744                   40,744  

 

 

28  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

    

 

Fair Value Hierarchy as of Period End (continued)

 

                                                                                       

 

 
     Level 1        Level 2        Level 3        Total  

 

 

Corporate Bonds (continued)

                 

Netherlands

   $        $ 6,134,879        $        $ 6,134,879  

Panama

              1,203,234                   1,203,234  

Peru

              1,502,719                   1,502,719  

Portugal

              670,075                   670,075  

Saudi Arabia

              1,038,446                   1,038,446  

Singapore

              992,500                   992,500  

South Africa

              495,503                   495,503  

Spain

              2,394,516                   2,394,516  

Sweden

              301,353                   301,353  

Switzerland

              171,405                   171,405  

Ukraine

              1,020,312                   1,020,312  

United Arab Emirates

              375,333                   375,333  

United Kingdom

              4,358,085                   4,358,085  

United States

              52,339,251          1,046,542          53,385,793  

Vietnam

              261,797                   261,797  

Floating Rate Loan Interests

              22,258,720          43,676          22,302,396  

Foreign Agency Obligations

              11,889,653                   11,889,653  

Non-Agency Mortgage-Backed Securities

              28,451,598          964,425          29,416,023  

Preferred Securities

                 

Capital Trusts

              9,280,917                   9,280,917  

U.S. Government Sponsored Agency Securities

              1,685,579                   1,685,579  

Warrants

              3,489                   3,489  

Short-Term Securities

                 

Money Market Funds

     5,995,724                            5,995,724  

Options Purchased

                 

Equity Contracts

     38,000                            38,000  

Foreign Currency Exchange Contracts

              16,300                   16,300  

Interest Rate Contracts

     21,094          34,891                   55,985  
  

 

 

      

 

 

      

 

 

      

 

 

 
   $ 7,468,505        $ 224,624,239        $ 2,917,796        $ 235,010,540  
  

 

 

      

 

 

      

 

 

      

 

 

 

Derivative Financial Instruments(a)

                 

Assets

                 

Credit Contracts

   $        $ 3,191        $        $ 3,191  

Foreign Currency Exchange Contracts

              864                   864  

Interest Rate Contracts

     2,548                            2,548  

Liabilities

                 

Credit Contracts

              (112,883                 (112,883

Equity Contracts

     (20,000                          (20,000

Foreign Currency Exchange Contracts

              (597,339                 (597,339

Interest Rate Contracts

     (94,231        (8,626                 (102,857
  

 

 

      

 

 

      

 

 

      

 

 

 
   $ (111,683      $ (714,793      $        $ (826,476
  

 

 

      

 

 

      

 

 

      

 

 

 

 

  (a) 

Derivative financial instruments are swaps, futures contracts, forward foreign currency exchange contracts and options written. Swaps, futures contracts and forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument and options written are shown at value.

 

The Trust may hold assets and/or liabilities in which the fair value approximates the carrying amount or face value, including accrued interest, for financial statement purposes. As of period end, reverse repurchase agreements of $33,279,472 are categorized as Level 2 within the disclosure hierarchy.

A reconciliation of Level 3 financial instruments is presented when the Trust had a significant amount of Level 3 investments at the beginning and/or end of the year in relation to net assets. The following table is a reconciliation of Level 3 investments for which significant unobservable inputs were used in determining fair value:

 

 

 
     Common
Stocks
     Corporate
Bonds
     Floating
Rate Loan
Interests
     Non-Agency
Mortgage-Backed
Securities
     Preferred
Stocks
     Total  

 

 

Assets

                 

Opening balance, as of December 31, 2019

   $   69,920      $    399,054      $    6,552,615      $ 797,483      $ 86,562      $ 7,905,634  

Transfers into Level 3(a)

     -        1,350,000        45,185        1,281,744        -        2,676,929  

Transfers out of Level 3(b)

     -        -        (1,310,609      -        -        (1,310,609

Accrued discounts/premiums

     -        34,236        10,968        1,428        -        46,632  

Net realized gain (loss)

     -        (661,488      (63,424      73,386        -        (651,526

Net change in unrealized appreciation
(depreciation)(c)(d)

     53,756        22,187        20,983        (144,180      (30,758      (78,012

 

 

C H E D U L E  O F  N V E S T M E N  T S

  29


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock 2022 Global Income Opportunity Trust (BGIO)

    

 

 

 
     Common
Stocks
     Corporate
Bonds
     Floating
Rate Loan
Interests
     Non-Agency
Mortgage-Backed
Securities
     Preferred
Stocks
     Total  

 

 

Purchases

   $ 21,061      $ 798,897      $ 37      $ 1,355      $ -      $ 821,350  

Sales

     (83,381      (94,547      (5,212,079      (1,046,791      (55,804      (6,492,602
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Closing balance, as of December 31, 2020

   $ 61,356      $     1,848,339      $ 43,676      $ 964,425      $ -      $ 2,917,796  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net change in unrealized appreciation (depreciation) on investments still held at December 31, 2020(d)

   $      40,295      $ 22,187      $ (1,060    $ (144,180    $ -      $ (82,758
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a) 

As of December 31, 2019, the Trust used observable inputs in determining the value of certain investments. As of December 31, 2020, the Trust used significant unobservable inputs in determining the value of the same investments. As a result, investments at beginning of period value were transferred from Level 2 to Level 3 in the disclosure hierarchy.

 
  (b) 

As of December 31, 2019, the Trust used significant unobservable inputs in determining the value of certain investments. As of December 31, 2020, the Trust used observable inputs in determining the value of the same investments. As a result, investments at beginning of period value were transferred from Level 3 to Level 2 in the disclosure hierarchy.

 
  (c) 

Included in the related net change in unrealized appreciation (depreciation) in the Statements of Operations.

 
  (d) 

Any difference between net change in unrealized appreciation (depreciation) and net change in unrealized appreciation (depreciation) on investments still held at December 31, 2020 is generally due to investments no longer held or categorized as Level 3 at period end.

 

See notes to financial statements.

 

 

30  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Schedule of Investments  

December 31, 2020

  

BlackRock Income Trust, Inc. (BKT)

(Percentages shown are based on Net Assets)

 

Security   Par
(000)
    Value  

Asset-Backed Securities

   

Small Business Administration Participation Certificates, Series 2000-1, 1.00%, 03/15/21(a)

  $ 34     $  

Sterling Coofs Trust(a)

   

Series 2004-1, Class A, 2.36%, 04/15/29

    936       9,358  

Series 2004-2, Class Note, 2.08%, 03/30/30(b)

    683       6,827  
   

 

 

 

Total Asset-Backed Securities — 0.0%
(Cost: $191,741)

      16,185  
   

 

 

 

Non-Agency Mortgage-Backed Securities

 

Collateralized Mortgage Obligations — 2.6%

 

Kidder Peabody Acceptance Corp., Series 1993-1, Class A6, (1 mo. LIBOR + 16.62%), 16.35%, 08/25/23(c)

    15       15,333  

Seasoned Credit Risk Transfer Trust

   

Series 2018-2, Class MA, 3.50%, 11/25/57

    1,140       1,232,408  

Series 2018-4, Class MA, 3.50%, 03/25/58

    5,749       6,238,917  

Series 2019-1, Class MA, 3.50%, 07/25/58

    1,848       2,008,249  

Series 2019-2, Class MA, 3.50%, 08/25/58

    683       743,919  
   

 

 

 
      10,238,826  
Commercial Mortgage-Backed Securities — 0.8%  

CSAIL Commercial Mortgage Trust(c)

   

Series 2018-C14, Class XA, 0.56%, 11/15/51

    2,384       82,872  

Series 2019-C16, Class XA, 1.57%, 06/15/52

    6,459       676,361  

Natixis Commercial Mortgage Securities Trust, Series 2018-FL1, Class A, (1 mo. LIBOR US + 0.95%), 1.09%, 06/15/35(b)(c)

    288       283,815  

One Bryant Park Trust, Series 2019-OBP, Class A, 2.52%, 09/15/54(b)

    1,717       1,835,660  

Wells Fargo Commercial Mortgage Trust, Series 2018- C44, Class XA,
0.75%, 05/15/51(c)

    5,036       221,140  
   

 

 

 
      3,099,848  
Interest Only Collateralized Mortgage Obligations — 0.0%  

CitiMortgage Alternative Loan Trust, Series 2007-A5, Class 1A7, 6.00%, 05/25/37

    210       42,155  

IndyMac INDX Mortgage Loan Trust, Series 2006- AR33, Class 4AX, 0.17%, 01/25/37

    27,115       271  

Vendee Mortgage Trust, Series 1999-2, Class 1, 0.00%, 05/15/29(c)

    11,280       11  
   

 

 

 
      42,437  
Mortgage-Backed Securities(c) — 0.7%            

FRESB Mortgage Trust

   

Series 2019-SB60, Class A10F, 3.31%, 01/25/29

    1,473       1,577,279  

Series 2019-SB61, Class A10F, 3.17%, 01/25/29

    1,133       1,221,541  
   

 

 

 
      2,798,820  
Principal Only Collateralized Mortgage Obligations(d) — 0.1%  

CHL Mortgage Pass-Through Trust, Series 2003-J8, 0.00%, 09/25/23

    12       10,925  
Security   Par
(000)
    Value  
Principal Only Collateralized Mortgage Obligations (continued)  

Residential Asset Securitization Trust, Series 2005- A15, Class 1A8, 0.00%, 02/25/36

  $ 158     $ 128,114  

Washington Mutual Alternative Mortgage Pass- Through Certificates, Series 2005-9, Class CP, 0.00%, 11/25/35

    72       51,368  
   

 

 

 
      190,407  
   

 

 

 

Total Non-Agency Mortgage-Backed
Securities — 4.2%
(Cost: $15,292,543)

 

    16,370,338  
   

 

 

 

U.S. Government Sponsored Agency Securities

 

Agency Obligations — 3.0%

   

Federal Housing Administration, USGI Projects, Series 99, 7.43%, 06/01/21 -10/01/23(a)

    307       311,748  

Resolution Funding Corp. Principal Strip, 0.00%, 04/15/30(d)

    13,000       11,550,611  
   

 

 

 
      11,862,359  
Collateralized Mortgage Obligations — 71.1%            

Ginnie Mae Mortgage-Backed Securities

   

Series 2011-80, Class PB, 4.00%, 10/20/39

    219       218,660  

Series 2011-88, Class PY, 4.00%, 06/20/41

    14,131       15,521,913  

Series 2012-16, Class HJ, 4.00%, 09/20/40

    9,334       10,181,571  

Series 2015-96, Class ZM, 4.00%, 07/20/45

    7,793       8,919,519  

Series 2018-91, Class ZL, 4.00%, 07/20/48

    5,661       6,539,543  

Uniform Mortgage-Backed Securities

   

Series 0040, Class K, 6.50%, 08/17/24

    26       27,455  

Series 1160, Class F, (1 mo. LIBOR US + 40.16%), 39.49%, 10/15/21(c)

    (e)       460  

Series 1993-247, Class SN, (11th District Cost of Funds + 63.85%), 10.00%, 12/25/23(c)

    25       27,507  

Series 2003-135, Class PB, 6.00%, 01/25/34

    1,155       1,180,851  

Series 2004-31, Class ZG, 7.50%, 05/25/34

    3,385       4,189,188  

Series 2004-84, Class SD, (1 mo. LIBOR US + 12.75%), 12.50%, 04/25/34(c)

    1,645       1,871,344  

Series 2005-73, Class DS, (1 mo. LIBOR US + 17.55%), 17.17%, 08/25/35(c)

    95       125,055  

Series 2010-134, Class DB, 4.50%, 12/25/40

    7,000       8,270,738  

Series 2010-136, Class CY, 4.00%, 12/25/40

    3,060       3,550,432  

Series 2010-47, Class JB, 5.00%, 05/25/30

    4,400       4,933,008  

Series 2011-117, Class CP, 4.00%, 11/25/41

    14,350       16,878,923  

Series 2011-8, Class ZA, 4.00%, 02/25/41

    8,719       9,442,225  

Series 2011-99, Class CB, 4.50%, 10/25/41

    43,000       49,911,295  

Series 2012-104, Class QD, 4.00%, 09/25/42

    1,639       2,015,006  

Series 2013-81, Class YK, 4.00%, 08/25/43

    7,000       8,245,950  

Series 2017-76, Class PB, 3.00%, 10/25/57

    3,415       3,792,223  

Series 2018-32, Class PS, (1 mo. LIBOR US + 7.23%), 7.06%, 05/25/48(c)

    9,203       10,450,332  

Series 2018-50, Class EB, 4.00%, 07/25/48

    2,001       2,380,964  

Series 2218, Class Z, 8.50%, 03/15/30

    829       977,338  

Series 2542, Class UC, 6.00%, 12/15/22

    274       280,955  

Series 2731, Class ZA, 4.50%, 01/15/34

    2,784       3,111,408  

Series 2927, Class BZ, 5.50%, 02/15/35

    3,164       3,588,564  

Series 3688, Class PB, 4.50%, 08/15/32

    468       469,185  

Series 3745, Class ZA, 4.00%, 10/15/40

    1,306       1,482,293  

Series 3762, Class LN, 4.00%, 11/15/40

    2,000       2,380,942  

Series 3780, Class ZA, 4.00%, 12/15/40

    2,950       3,355,501  

Series 3856, Class PB, 5.00%, 05/15/41

    10,000       11,548,296  
 

 

 

C H E D U L E  O F  N V E S T M E N  T S

  31


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock Income Trust, Inc. (BKT)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  
Collateralized Mortgage Obligations (continued)  

Uniform Mortgage-Backed Securities (continued)

   

Series 3960, Class PL, 4.00%, 11/15/41

  $ 2,859     $ 3,369,596  

Series 3963, Class JB, 4.50%, 11/15/41

    800       911,582  

Series 4016, Class BX, 4.00%, 09/15/41

    15,408       18,148,125  

Series 4269, Class PM, 4.00%, 08/15/41

    8,884       10,753,641  

Series 4299, Class JY, 4.00%, 01/15/44

    1,000       1,190,699  

Series 4316, Class VB, 4.50%, 03/15/34

    10,787       11,506,695  

Series 4384, Class LB, 3.50%, 08/15/43

    5,100       5,580,779  

Series 4471, Class JB, 3.50%, 09/15/43

    3,932       4,293,064  

Series 4615, Class LB, 4.50%, 09/15/41

    8,000       9,766,182  

Series 4748, Class BM, 3.50%, 11/15/47

    3,351       3,984,539  

Series 4774, Class L, 4.50%, 03/15/48

    10,000       11,258,590  

Series 4830, Class AV, 4.00%, 10/15/33

    1,069       1,247,203  

Series 4880, Class LG, 3.50%, 05/15/49

    2,196       2,495,126  
   

 

 

 
      280,374,465  
Interest Only Collateralized Mortgage Obligations — 10.9%  

Ginnie Mae Mortgage-Backed Securities(c)

   

Series 2009-116, Class KS, (1 mo. LIBOR US + 6.47%), 6.32%, 12/16/39

    585       101,881  

Series 2011-52, Class MJ, (1 mo. LIBOR US + 6.65%), 6.50%, 04/20/41

    4,698       707,790  

Series 2011-52, Class NS, (1 mo. LIBOR US + 6.67%), 6.52%, 04/16/41

    5,664       1,192,232  

Series 2012-97, Class JS, (1 mo. LIBOR US + 6.25%), 6.10%, 08/16/42

    8,968       1,206,715  

Series 2017-101, Class SL, (1 mo. LIBOR US + 6.20%), 6.05%, 07/20/47

    17,927       3,614,521  

Uniform Mortgage-Backed Securities

   

Series 1997-50, Class SI, (1 mo. LIBOR US + 9.20%), 1.20%, 04/25/23(c)

    15       149  

Series 1997-90, Class M, 6.00%, 01/25/28

    366       22,070  

Series 1999-W4, Class IO, 6.50%, 12/25/28

    59       4,113  

Series 2006-36, Class PS, (1 mo. LIBOR US + 6.60%), 6.45%, 05/25/36(c)

    3,531       795,199  

Series 2011-134, Class ST, (1 mo. LIBOR US + 6.00%), 5.85%, 12/25/41(c)

    23,010       4,902,866  

Series 2012-96, Class DI, 4.00%, 02/25/27

    765       15,903  

Series 2013-10, Class PI, 3.00%, 02/25/43

    6,013       472,352  

Series 2013-45, Class EI, 4.00%, 04/25/43

    2,530       205,854  

Series 2015-66, Class AS, (1 mo. LIBOR US + 6.25%), 6.10%, 09/25/45(c)

    19,618       3,851,643  

Series 2017-70, Class SA, (1 mo. LIBOR US + 6.15%), 6.00%, 09/25/47(c)

    30,695       6,976,725  

Series 2019-25, Class SA, (1 mo. LIBOR US + 6.05%), 5.90%, 06/25/49(c)

    15,256       3,435,553  

Series 2019-35, Class SA, (1 mo. LIBOR US + 6.10%), 5.95%, 07/25/49(c)

    5,035       976,902  

Series 2020-12, Class JI, 4.50%, 03/25/50

    14,013       2,471,257  

Series 3744, Class PI, 4.00%, 06/15/39

    3,251       184,220  

Series 3796, Class WS, (1 mo. LIBOR US + 6.55%), 6.39%, 02/15/40(c)

    1,875       149,390  

Series 3923, Class SD, (1 mo. LIBOR US + 6.00%), 5.84%, 09/15/41(c)

    29,360       6,011,476  

Series 3954, Class SL, (1 mo. LIBOR US + 6.00%), 5.84%, 11/15/41(c)

    17,312       3,707,242  

Series 4026, Class IO, 4.50%, 04/15/32

    1,100       108,701  
Security   Par
(000)
    Value  
Interest Only Collateralized Mortgage Obligations (continued)  

Uniform Mortgage-Backed Securities (continued)

 

Series 4119, Class SC, (1 mo. LIBOR US + 6.15%), 5.99%, 10/15/42(c)

  $ 431     $ 74,948  

Series 4706, Class IG, 4.00%, 07/15/47

    17,539       1,820,001  

Series G92-60, Class SB, (11th District Cost of Funds + 9.35%), 1.60%, 10/25/22(c)

    6       44  
   

 

 

 
      43,009,747  
Mortgage-Backed Securities — 62.8%            

Freddie Mac Structured Pass-Through Certificates, Series T-11, Class A9, 0.12%, 01/25/28(c)

    274       281,696  

Ginnie Mae Mortgage-Backed Securities

   

9.00%, 02/15/21 - 09/15/21

    (e)       45  

8.00%, 10/15/22 - 08/15/27

    15       14,684  

7.50%, 02/15/23 - 11/15/23

    18       20,661  

5.00%, 10/20/39(f)

    1,823       2,083,255  

Series 2013-63, Class IO, 0.77%, 09/16/51(c)

    7,493       225,162  

Series 2014-169, Class IO, 0.76%, 10/16/56(c)

    26,111       931,598  

Series 2016-113, Class IO, 1.15%, 02/16/58(c)

    7,222       514,720  

Series 2017-64, Class IO, 0.75%, 11/16/57(c)

    1,129       64,027  

Uniform Mortgage-Backed Securities

   

4.00%, 01/14/21 -02/01/56(f)

    87,110       96,517,772  

4.50%, 01/14/21 - 04/01/41(f)

    32,966       36,908,418  

5.00%, 01/14/21 - 01/14/51(f)(g)

    24,509       28,009,377  

5.50%, 01/14/21 - 01/01/39(f)

    13,787       16,148,857  

6.50%, 01/14/21 - 10/01/39(f)

    2,201       2,598,092  

7.50%, 02/01/22

    (e)       2  

2.50%, 01/16/36(g)

    180       187,735  

2.00%, 01/14/51 - 02/12/51(g)

    50,000       51,804,308  

3.00%, 01/14/51(g)

    4,600       4,819,578  

3.50%, 01/14/51 - 02/12/51(g)

    6,164       6,519,154  
   

 

 

 
      247,649,141  
Principal Only Collateralized Mortgage Obligations(d) —0.1%  

Freddie Mac Mortgage-Backed Securities, Series 1691, Class B, 0.00%, 03/15/24

    74       72,680  

Uniform Mortgage-Backed Securities

   

Series 1418, Class M, 0.00%, 11/15/22

    3       3,163  

Series 1571, Class G, 0.00%, 08/15/23

    26       26,377  

Series 1993-51, Class E, 0.00%, 02/25/23

    3       3,120  

Series 1993-70, Class A, 0.00%, 05/25/23

    1       646  

Series 1999-W4, Class PO, 0.00%, 02/25/29

    27       26,257  

Series 2002-13, Class PR, 0.00%, 03/25/32

    42       40,001  

Series 203, Class 1, 0.00%, 02/25/23

    1       941  

Series 228, Class 1, 0.00%, 06/25/23

    (e)       570  

Series G93-2, Class KB, 0.00%, 01/25/23

    9       8,663  
   

 

 

 
      182,418  
   

 

 

 

Total U.S. Government Sponsored Agency
Securities — 147.9%
(Cost: $553,890,992)

 

    583,078,130  
   

 

 

 

Total Long-Term Investments — 152.1%
(Cost: $569,375,276)

 

    599,464,653  
   

 

 

 
 

 

 

32  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock Income Trust, Inc. (BKT)

(Percentages shown are based on Net Assets)

 

Security  

Par

(000)

    Value  

Short-Term Securities

 

Borrowed Bond Agreements(h) — 0.3%

 

Credit Suisse AG, 0.04%, open(i) (Purchased on 11/25/20 to be repurchased at $ 1,146,283, Collateralized by U.S. Treasury Bonds, 2.75%, 11/15/42, par and fair values of $ 917,000 and $ 1,136,113, respectively)

  $ 1,146     $ 1,146,250  
   

 

 

 
     Shares         
Money Market Funds — 3.2%            

BlackRock Liquidity Funds, T-Fund, Institutional Class, 0.00%(j)(k)

    12,695,261       12,695,261  
   

 

 

 

Total Short-Term Securities — 3.5%
(Cost: $13,841,511)

 

    13,841,511  
   

 

 

 

Total Investments Before Borrowed Bonds and TBA Sale Commitments — 155.6%
(Cost: $ 583,216,787)

 

    613,306,164  
   

 

 

 
    

Par

(000)

        

Borrowed Bonds

 

U.S. Governments Obligations — (0.3)%

 

U.S. Treasury Bonds, 2.75%, 11/15/42

  $ (917     (1,136,113
   

 

 

 

Total Borrowed Bonds — (0.3)%
(Proceeds: $ (842,347))

      (1,136,113
   

 

 

 
Security  

Par

(000)

    Value  

TBA Sale Commitments

 

Mortgage-Backed Securities — (7.2)%

 

Uniform Mortgage-Backed Securities (g)

   

2.00%, 01/14/51

  $  (25,000   $  (25,878,418

3.50%, 01/14/51

    (2,500     (2,642,578
   

 

 

 

Total TBA Sale Commitments — (7.2)%
(Proceeds: $(28,409,542))

      (28,520,996
   

 

 

 

Total Investments, Net of Borrowed Bonds and TBA
Sale Commitments — 148.1%
(Cost: $ 553,964,898)

 

    583,649,055  
   

 

 

 

Liabilities in Excess of Other Assets — (48.1)%

 

    (189,453,603
   

 

 

 

Net Assets — 100.0%

    $ 394,195,452  
   

 

 

 

 

(a)

Security is valued using significant unobservable inputs and is classified as Level 3 in the fair value hierarchy.

(b)

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors.

(c) 

Variable rate security. Interest rate resets periodically. The rate shown is the effective interest rate as of period end. Security description also includes the reference rate and spread if published and available.

(d) 

Zero-coupon bond.

(e) 

Amount is less than 500.

(f) 

All or a portion of the security has been pledged as collateral in connection with outstanding reverse repurchase agreements.

(g) 

Represents or includes a TBA transaction.

(h) 

Certain agreements have no stated maturity and can be terminated by either party at any time.

(i)

The amount to be repurchased assumes the maturity will be the day after period end.

(j) 

Affiliate of the Trust.

(k) 

Annualized 7-day yield as of period end.

 

 

Affiliates

Investments in issuers considered to be affiliate(s) of the Trust during the year ended December 31, 2020 for purposes of Section 2(a)(3) of the 1940 Act, as amended, were as follows:

 

   
Affiliated Issuer    Value at
12/31/19
     Purchases
at Cost
     Proceeds
from Sales
     Net
Realized
Gain (Loss)
     Change in
Unrealized
Appreciation
(Depreciation)
     Value at
12/31/20
     Shares
Held at
12/31/20
     Income      Capital Gain
Distributions
from
Underlying
Funds
 
   

BlackRock Liquidity Funds, T-Fund, Institutional Class

   $  11,451,861      $  1,243,400 (a)      $  —      $  —      $  —      $  12,695,261        12,695,261      $  23,010      $  —  
           

 

 

    

 

 

    

 

 

       

 

 

    

 

 

 

 

  (a) 

Represents net amount purchased (sold).

 

Reverse Repurchase Agreements

 
Counterparty    Interest
Rate
     Trade
Date
     Maturity
Date
     Face Value      Face Value
Including
Accrued Interest
       Type of Non-Cash Underlying
Collateral
    

Remaining 

Contractual Maturity
of the Agreements

 

BNP Paribas S.A.

     0.19      12/10/20        01/14/21      $  36,308,921      $  36,312,370       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

BNP Paribas S.A.

     0.19        12/10/20        01/14/21        16,080,129        16,081,657       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        1,638,800        1,638,948       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        1,381,750        1,381,874       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        3,095,433        3,095,712       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        2,536,756        2,536,985       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

 

 

C H E D U L E  O F  N V E S T M E N  T S

  33


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock Income Trust, Inc. (BKT)

    

 

Reverse Repurchase Agreements (continued)

 
Counterparty    Interest
Rate
     Trade
Date
     Maturity
Date
     Face Value      Face Value
Including
Accrued Interest
       Type of Non-Cash Underlying
Collateral
    

Remaining
Contractual Maturity

of the Agreements

 

Cantor Fitzgerald & Company  

     0.18      12/10/20        01/14/21      $ 1,486,146      $ 1,486,280       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        6,489,298        6,489,882       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        2,987,529        2,987,798       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        1,865,749        1,865,917       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        6,241,404        6,241,965       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        3,381,419        3,381,723       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        4,494,027        4,494,431       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        12,344,113        12,345,224       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        8,925,406        8,926,210       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        1,956,101        1,956,277       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        1,986,280        1,986,458       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        2,198,670        2,198,868       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        1,787,435        1,787,596       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        2,186,113        2,186,310       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        1,962,503        1,962,679       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        5,096,693        5,097,152       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        4,440,554        4,440,953       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        7,389,105        7,389,770       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        3,819,235        3,819,579       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        6,379,105        6,379,679       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        7,072,826        7,073,463       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days

Cantor Fitzgerald & Company

     0.18        12/10/20        01/14/21        1,390,413        1,390,538       

U.S. Government Sponsored
Agency Securities

     Up to 30 Days
           

 

 

    

 

 

           
            $  156,921,913      $  156,936,298            
           

 

 

    

 

 

           

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description    Number of
Contracts
     Expiration
Date
     Notional
Amount (000)
     Value/
Unrealized
Appreciation
(Depreciation)
 

Long Contracts

           

10-Year U.S. Treasury Note

     73        03/22/21      $  10,080      $  (4,177
           

 

 

 

Short Contracts

           

90-Day Euro-Dollar

     7        03/15/21        1,747        (622

10-Year U.S. Ultra Long Treasury Note

     185        03/22/21        28,926        99,919  

Long U.S. Treasury Bond

     374        03/22/21        64,772        645,760  

 

 

34  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock Income Trust, Inc. (BKT)

    

 

Futures Contracts (continued)

 

   
Description    Number of
Contracts
     Expiration
Date
     Notional
Amount (000)
     Value/
Unrealized
Appreciation
(Depreciation)
 
   

Short Contracts (continued)

           

5-Year U.S. Treasury Note

     87        03/31/21      $  10,976      $  (24,128

90-Day Euro-Dollar

     7        06/14/21        1,747        (522

90-Day Euro-Dollar

     6        09/13/21        1,497        (383

90-Day Euro-Dollar

     9        12/13/21        2,245        (5,237

90-Day Euro-Dollar

     6        03/14/22        1,497        (383

90-Day Euro-Dollar

     7        06/13/22        1,747        (360

90-Day Euro-Dollar

     7        09/19/22        1,746        (272
           

 

 

 
              713,772  
           

 

 

 
            $  709,595  
           

 

 

 

Centrally Cleared Interest Rate Swaps

   
Paid by the Trust     

Received by the Trust

  

Effective

    

Termination

      

Notional

        

 

    

Upfront
Premium
Paid

    

Unrealized
Appreciation

 
Rate      Frequency      Rate      Frequency    Date      Date        Amount (000)        Value      (Received)      (Depreciation)  
   
0.05%      Quarterly      1-Month FEDL, 0.90%      Quarterly      N/A        10/21/22        USD        1,639        $ 940      $      $ 940  
3-Month
SOFR, 0.08%
     Quarterly      0.05%      Quarterly      N/A        10/21/22        USD        1,639          (568             (568
2.30%      Semi-Annual      3-Month LIBOR, 0.24%      Quarterly      N/A        08/31/23        USD        14,100          (895,268      119        (895,387
2.35%      Semi-Annual      3-Month LIBOR, 0.24%      Quarterly      N/A        08/31/23        USD        12,100          (784,903      102        (785,005
1.41%      Semi-Annual      3-Month LIBOR, 0.24%      Quarterly      N/A        11/30/23        USD        4,900          (173,017      45        (173,062
1.70%      Semi-Annual      3-Month LIBOR, 0.24%      Quarterly      N/A        11/30/23        USD        1,500          (66,340      14        (66,354
0.72%      Semi-Annual      3-Month LIBOR, 0.24%      Quarterly      N/A        03/13/25        USD        22,270          (398,457      251        (398,708
3-Month
SOFR, 0.08%
     Quarterly      0.17%      Quarterly      N/A        10/21/25        USD        137          (316             (316
0.18%      Quarterly      1-Month FEDL, 0.90%      Quarterly      N/A        10/21/25        USD        137          406               406  
                                   

 

 

    

 

 

    

 

 

 
                                    $  (2,317,523    $  531      $  (2,318,054
                                   

 

 

    

 

 

    

 

 

 

OTC Interest Rate Swaps

   

Paid by the Trust

  

Received by the Trust

  

Counterparty

  

Effective
Date

    

Termination
Date

 

Notional

Amount (000)

    

Value

    

Upfront
Premium
Paid
(Received)

    

Unrealized
Appreciation
(Depreciation)

     

 

    Rate    Frequency    Rate    Frequency
         3-Month LIBOR, 0.24%    Quarterly           3.43%    Semi-Annual    JPMorgan Chase Bank N.A.      N/A      03/28/21     USD        6,000      $ 101,082      $  (6,827    $ 107,909           
  3-Month LIBOR , 0.24%    Quarterly    5.41%    Semi-Annual    JPMorgan Chase Bank N.A.      N/A      08/15/22     USD        9,565        1,004,028               1,004,028    
                           

 

 

    

 

 

    

 

 

   
                            $  1,105,110      $  (6,827    $  1,111,937    
                           

 

 

    

 

 

    

 

 

   

Balances Reported in the Statements of Assets and Liabilities for Centrally Cleared Swaps and OTC Swaps

Description    Swap
Premiums
Paid
     Swap
Premiums
Received
     Unrealized
Appreciation
     Unrealized
Depreciation
 

Centrally Cleared Swaps(a)

   $  531      $      $ 1,346      $  (2,319,400

OTC Swaps

            (6,827      1,111,937         

 

  (a) 

Includes cumulative appreciation (depreciation) on centrally cleared swaps, as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statements of Assets and Liabilities and is net of any previously paid (received) swap premium amounts.

 

 

 

C H E D U L E  O F  N V E S T M E N  T S

  35


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock Income Trust, Inc. (BKT)

    

 

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:

 

 

 
     Commodity
Contracts
     Credit
Contracts
     Equity
Contracts
     Foreign
Currency
Exchange
Contracts
    

Interest

Rate
Contracts

     Other
Contracts
     Total  

 

 

Assets — Derivative Financial Instruments

                    

Futures contracts

                    

Unrealized appreciation on futures contracts(a)

   $      $      $      $      $ 745,679      $      $ 745,679  

Swaps — centrally cleared

                    

Unrealized appreciation on centrally cleared swaps(a)

                                 1,346               1,346  

Swaps — OTC

                    

Unrealized appreciation on OTC swaps; Swap premiums paid

                                 1,111,937               1,111,937  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $      $      $      $      $ 1,858,962      $      $ 1,858,962  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities — Derivative Financial Instruments

                    

Futures contracts

                    

Unrealized depreciation on futures contracts(a)

   $      $      $      $      $ 36,084      $      $ 36,084  

Swaps — centrally cleared

                    

Unrealized depreciation on centrally cleared swaps(a)

                                 2,319,400               2,319,400  

Swaps — OTC

                    

Unrealized depreciation on OTC swaps; Swap premiums received

                                 6,827               6,827  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $      $      $      $      $    2,362,311      $      $    2,362,311  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a) 

Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).

 

For the year ended December 31, 2020, the effect of derivative financial instruments in the Statements of Operations was as follows:

 

 

 
     Commodity
Contracts
     Credit
Contracts
     Equity
Contracts
     Foreign
Currency
Exchange
Contracts
    

Interest

Rate
Contracts

     Other
Contracts
     Total  

 

 

Net Realized Gain (Loss) from

                    

Futures contracts

   $      $      $      $      $ (16,126,066    $      $ (16,126,066

Swaps

                                 234,555               234,555  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $      $      $      $      $ (15,891,511    $      $ (15,891,511
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on

                    

Futures contracts

   $      $      $      $      $ (921,935    $      $ (921,935

Swaps

                                 (1,818,766             (1,818,766
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $      $      $      $      $ (2,740,701    $      $ (2,740,701
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts

        

Average notional value of contracts — long

   $ 2,707,023  

Average notional value of contracts — short

   $ 160,843,100  

Interest rate swaps

  

Average notional value — pays fixed rate

   $ 55,313,807  

Average notional value — receives fixed rate

   $ 16,008,807  

For more information about the Trust’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.

 

 

36  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock Income Trust, Inc. (BKT)

    

 

Derivative Financial Instruments — Offsetting as of Period End

The Trust’s derivative assets and liabilities (by type) were as follows:

 

 

 
     Assets      Liabilities  

 

 

Derivative Financial Instruments

     

Futures contracts

   $ 2,896      $   178,129  

Swaps — centrally cleared

            14,596  

Swaps — OTC(a)

     1,111,937        6,827  
  

 

 

    

 

 

 

Total derivative assets and liabilities in the Statements of Assets and Liabilities

     1,114,833        199,552  
  

 

 

    

 

 

 

Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)

     (2,896      (192,725
  

 

 

    

 

 

 

Total derivative assets and liabilities subject to an MNA

   $     1,111,937      $ 6,827  
  

 

 

    

 

 

 

 

  (a) 

Includes unrealized appreciation (depreciation) on OTC swaps and swap premiums (paid/received) in the Statements of Assets and Liabilities.

 

The following table presents the Trust’s derivative assets and liabilities by counterparty net of amounts available for offset under an MNA and net of the related collateral received (and pledged) by the Trust:

 

 

 
Counterparty     



Derivative
Assets
Subject to

an MNA by
Counterparty

 
 
 

 
 

    

Derivatives
Available

for Offset

 
 

(a) 

    

Non-Cash
Collateral
Received
 
 
 
    

Cash
Collateral
Received
 
 
 
    

Net Amount

of Derivative

Assets

 

 

(b)  

 

 

JPMorgan Chase Bank N.A

   $ 1,111,937      $ (6,827    $      $ (1,090,000    $ 15,110  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
              

 

 

Counterparty

    



Derivative
Liabilities
Subject to

an MNA by
Counterparty

 
 
 

 
 

    

Derivatives
Available

for Offset

 
 

(a) 

    

Non-Cash
Collateral
Pledged
 
 
 
    

Cash
Collateral
Pledged
 
 
 
    

Net Amount
of Derivative
Liabilities
 
 
 

 

 

JPMorgan Chase Bank N.A

   $ 6,827      $ (6,827    $      $      $  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a) 

The amount of derivatives available for offset is limited to the amount of derivative asset and/or liabilities that are subject to an MNA.

 
  (b) 

Net amount represents the net amount receivable from the counterparty in the event of default.

 

Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of financial instruments. For a description of the input levels and information about the Trust’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

The following table summarizes the Trust’s investments and derivative financial instruments categorized in the disclosure hierarchy. The breakdown of the Trust’s investments into major categories is disclosed in the Schedule of Investments above.

 

                                                                                       

 

 
     Level 1        Level 2        Level 3        Total  

 

 

Assets

                 

Investments

                 

Long-Term Investments

                 

Asset-Backed Securities

   $        $        $ 16,185        $ 16,185  

Non-Agency Mortgage-Backed Securities

              16,370,338                   16,370,338  

U.S. Government Sponsored Agency Securities

              582,766,382          311,748          583,078,130  

Short-Term Securities

                 

Borrowed Bond Agreements

              1,146,250                   1,146,250  

Money Market Funds

     12,695,261                            12,695,261  

Liabilities

                 

Investments

                 

Borrowed Bonds

              (1,136,113                 (1,136,113

TBA Sale Commitments

              (28,520,996                 (28,520,996
  

 

 

      

 

 

      

 

 

      

 

 

 
   $ 12,695,261        $ 570,625,861        $ 327,933        $ 583,649,055  
  

 

 

      

 

 

      

 

 

      

 

 

 

Derivative Financial Instruments(a)

                 

Assets

                 

Interest Rate Contracts

   $ 745,679        $ 1,113,283        $        $ 1,858,962  

 

 

C H E D U L E  O F  N V E S T M E N  T S

  37


Schedule of Investments  (continued)

December 31, 2020

  

BlackRock Income Trust, Inc. (BKT)

    

 

Fair Value Hierarchy as of Period End (continued)

                                                                                       

 

 
       Level 1        Level 2        Level 3      Total  

 

 

Liabilities

                 

Interest Rate Contracts

     $ (36,084      $ (2,319,400      $      $ (2,355,484
    

 

 

      

 

 

      

 

 

    

 

 

 
     $ 709,595        $ (1,206,117      $      $ (496,522
    

 

 

      

 

 

      

 

 

    

 

 

 

 

  (a) 

Derivative financial instruments are swaps and futures contracts. Swaps and futures contracts are valued at the unrealized appreciation (depreciation) on the instrument.

 

The Trust may hold assets and/or liabilities in which the fair value approximates the carrying amount or face value, including accrued interest, for financial statement purposes. As of period end, reverse repurchase agreements of $156,936,298 are categorized as Level 2 within the disclosure hierarchy.

See notes to financial statements.

 

 

38  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Statements of Assets and Liabilities

December 31, 2020

 

    BGIO      BKT  

 

 

ASSETS

    

Investments at value — unaffiliated(a)

  $ 229,014,817      $ 600,610,903  

Investments at value — affiliated(b)

    5,995,724        12,695,261  

Cash

    52,233         

Cash pledged:

    

Collateral — reverse repurchase agreements

           909,180  

Collateral — exchange-traded options written

    275,000         

Collateral — OTC derivatives

    1,010,000         

Futures contracts

    271,000        2,097,260  

Centrally cleared swaps

           892,000  

Foreign currency at value(c)

    1,301,874         

Receivables:

    

Investments sold

    24,721        155,962  

TBA sale commitments

           28,409,542  

Dividends — affiliated

    151        1,113  

Interest — unaffiliated

    2,737,851        2,022,817  

Variation margin on futures contracts

    30,719        2,896  

Unrealized appreciation on:

    

Forward foreign currency exchange contracts

    864         

OTC swaps

    3,191        1,111,937  

Prepaid expenses

    1,862        3,985  
 

 

 

    

 

 

 

Total assets

    240,720,007        648,912,856  
 

 

 

    

 

 

 

LIABILITIES

    

Cash received:

    

Collateral — reverse repurchase agreements

    250,751         

Collateral — OTC derivatives

           1,090,000  

Borrowed bonds at value(d)

           1,136,113  

Options written at value(e)

    28,626         

TBA sale commitments at value(f)

           28,520,996  

Reverse repurchase agreements at value

    33,279,472        156,936,298  

Payables:

    

Investments purchased

    752,043        63,889,466  

Administration fees

           50,429  

Income dividend distributions

    1,107,364        2,194,621  

Interest expense

           1,251  

Investment advisory fees

    119,710        217,910  

Trustees’ and Officer’s fees

    454        261,978  

Other accrued expenses

    141,660        218,790  

Variation margin on futures contracts

    9,572        178,129  

Variation margin on centrally cleared swaps

           14,596  

Swap premiums received

    839,987        6,827  

Unrealized depreciation on:

    

Forward foreign currency exchange contracts

    597,339         

OTC swaps

    112,883         
 

 

 

    

 

 

 

Total liabilities

    37,239,861        254,717,404  
 

 

 

    

 

 

 

NET ASSETS

  $ 203,480,146      $ 394,195,452  
 

 

 

    

 

 

 

 

 

I N A N C I A L  T A T E M E N T  S

  39


Statements of Assets and Liabilities  (continued)

December 31, 2020

 

    BGIO     BKT  

 

 

NET ASSETS CONSIST OF

   

Paid-in capital(g)(h)(i)

  $ 216,009,196     $ 461,119,770  

Accumulated loss

    (12,529,050     (66,924,318
 

 

 

   

 

 

 

NET ASSETS

  $ 203,480,146     $ 394,195,452  
 

 

 

   

 

 

 

Net asset value

  $ 9.19     $ 6.18  
 

 

 

   

 

 

 

(a) Investments at cost — unaffiliated

  $ 222,815,528     $ 570,521,526  

(b) Investments at cost — affiliated

  $ 5,995,724     $ 12,695,261  

(c)  Foreign currency at cost

  $ 1,378,397     $  

(d) Proceeds received from borrowed bonds

  $     $ 842,347  

(e) Premiums received

  $ 97,088     $  

(f)  Proceeds from TBA sale commitments

  $     $ 28,409,542  

(g) Shares outstanding

    22,147,272       63,797,112  

(h) Shares authorized

    Unlimited       200 million  

(i)  Par value

  $ 0.001     $ 0.010  

See notes to financial statements.

 

 

40  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


 

Statements of Operations

Year Ended December 31, 2020

 

    BGIO     BKT  

 

 

INVESTMENT INCOME

   

Dividends — affiliated

  $ 14,863     $ 23,010  

Interest — unaffiliated

    12,880,783       23,040,795  

Foreign taxes withheld

    (20,833      
 

 

 

   

 

 

 

Total investment income

    12,874,813       23,063,805  
 

 

 

   

 

 

 

EXPENSES

   

Investment advisory

    1,419,395       2,616,918  

Professional

    96,954       105,520  

Accounting services

    48,226       75,138  

Custodian

    31,462       27,512  

Transfer agent

    29,240       61,130  

Printing and postage

    21,111       13,874  

Trustees and Officer

    12,972       33,186  

Registration

    8,553       22,299  

Administration

          603,904  

Miscellaneous

    42,692       48,278  
 

 

 

   

 

 

 

Total expenses excluding interest expense

    1,710,605       3,607,759  

Interest expense

    531,255       1,141,112  
 

 

 

   

 

 

 

Total expenses

    2,241,860       4,748,871  

Less:

   

Fees waived and/or reimbursed by the Manager

    (3,751     (6,170
 

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed

    2,238,109       4,742,701  
 

 

 

   

 

 

 

Net investment income

    10,636,704       18,321,104  
 

 

 

   

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS)

   

Net realized gain (loss) from:

   

Investments — unaffiliated

    (6,352,880     (6,382,059

Foreign currency transactions

    65,632        

Forward foreign currency exchange contracts

    (1,685,042      

Futures contracts

    (936,251     (16,126,066

Options written

    88,453        

Swaps

    246,027       234,555  
 

 

 

   

 

 

 
    (8,574,061     (22,273,570
 

 

 

   

 

 

 

Net change in unrealized appreciation (depreciation) on:

   

Investments — unaffiliated

    (15,848     25,664,002  

Borrowed bonds

          (155,424

Foreign currency translations

    (58,696      

Forward foreign currency exchange contracts

    (94,110      

Futures contracts

    (241,339     (921,935

Options written

    33,795        

Swaps

    (912,067     (1,818,766

Unfunded floating rate loan interests

    (4,299      
 

 

 

   

 

 

 
    (1,292,564     22,767,877  
 

 

 

   

 

 

 

Net realized and unrealized gain (loss)

    (9,866,625     494,307  
 

 

 

   

 

 

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

  $ 770,079     $ 18,815,411  
 

 

 

   

 

 

 

See notes to financial statements.

 

 

I N A N C I A L  T A T E M E N T  S

  41


Statements of Changes in Net Assets

 

    BGIO     BKT  
    Year Ended December 31,     Year Ended December 31,  
    2020     2019     2020     2019  

 

 

INCREASE (DECREASE) IN NET ASSETS

       

OPERATIONS

       

Net investment income

  $ 10,636,704     $ 12,592,780     $ 18,321,104     $ 16,010,735  

Net realized loss

    (8,574,061     (1,868,996     (22,273,570     (23,792,572

Net change in unrealized appreciation (depreciation)

    (1,292,564     20,488,430       22,767,877       37,203,712  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations

    770,079       31,212,214       18,815,411       29,421,875  
 

 

 

   

 

 

   

 

 

   

 

 

 

DISTRIBUTIONS TO SHAREHOLDERS(a)

       

From net investment income

    (11,599,618     (13,652,939     (21,525,091     (18,834,138

Return of capital

    (1,686,651           (4,810,355     (7,501,308
 

 

 

   

 

 

   

 

 

   

 

 

 

Decrease in net assets resulting from distributions to shareholders

    (13,286,269     (13,652,939     (26,335,446     (26,335,446
 

 

 

   

 

 

   

 

 

   

 

 

 

CAPITAL SHARE TRANSACTIONS

       

Reinvestment of distributions

    87,698       76,934              
 

 

 

   

 

 

   

 

 

   

 

 

 

NET ASSETS

       

Total increase (decrease) in net assets

    (12,428,492     17,636,209       (7,520,035     3,086,429  

Beginning of year

    215,908,638       198,272,429       401,715,487       398,629,058  
 

 

 

   

 

 

   

 

 

   

 

 

 

End of year

  $ 203,480,146     $ 215,908,638     $ 394,195,452     $ 401,715,487  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

See notes to financial statements.

 

 

42  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Statements of Cash Flows

Year Ended December 31, 2020

 

    BGIO     BKT  

 

 

CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES

   

Net increase in net assets resulting from operations

  $ 770,079     $ 18,815,411  

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities

   

Proceeds from sales of long-term investments and principal paydowns/payups

    83,375,968       406,386,283  

Purchases of long-term investments

    (51,173,868     (368,048,680

Net purchases of short-term securities

    (4,804,895     (1,431,385

Amortization of premium and accretion of discount on investments and other fees

    132,361       9,673,872  

Premiums received from options written

    141,494        

Net realized loss on investments and options written

    6,264,427       6,382,158  

Net unrealized (appreciation) depreciation on investments, options written, swaps, borrowed bonds, foreign currency translations and unfunded floating rate loan interests

    992,529       (25,321,128

(Increase) Decrease in Assets

   

Receivables

   

Dividends — affiliated

    1,626       17,405  

Interest — unaffiliated

    588,517       78,747  

Variation margin on futures contracts

    21,989       200,437  

Variation margin on centrally cleared swaps

          18,574  

Prepaid expenses

    (244     (873

Increase (Decrease) in Liabilities

   

Cash received

   

Collateral — reverse repurchase agreements

    250,751        

Collateral — OTC derivatives

          (250,000

Payables

   

Administration fees

          (51,197

Interest expense

    (643,833     (188,416

Investment advisory fees

    (151,218     (221,721

Trustees’ and Officer’s fees

    178       922  

Other accrued expenses

    (52,631     (94,215

Variation margin on futures contracts

    9,572       177,762  

Variation margin on centrally cleared swaps

          14,596  

Swap premiums received

    (4,396     (29,562
 

 

 

   

 

 

 

Net cash provided by operating activities

    35,718,406       46,128,990  
 

 

 

   

 

 

 

CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES

   

Cash dividends paid to shareholders

    (13,573,262     (26,335,446

Net borrowing of reverse repurchase agreements

    (21,031,071     (18,532,364
 

 

 

   

 

 

 

Net cash used for financing activities

    (34,604,333     (44,867,810
 

 

 

   

 

 

 

CASH IMPACT FROM FOREIGN EXCHANGE FLUCTUATIONS

   

Cash impact from foreign exchange fluctuations

    (76,695      
 

 

 

   

 

 

 

CASH AND FOREIGN CURRENCY

   

Net increase in restricted and unrestricted cash and foreign currency

    1,037,378       1,261,180  

Restricted and unrestricted cash and foreign currency at beginning of year

    1,872,729       2,637,260  
 

 

 

   

 

 

 

Restricted and unrestricted cash and foreign currency at end of year

  $ 2,910,107     $ 3,898,440  
 

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OFCASH FLOW INFORMATION

   

Cash paid during the year for interest expense

  $ 1,175,088     $ 1,329,528  
 

 

 

   

 

 

 

NON-CASH FINANCING ACTIVITIES

   

Capital shares issued in reinvestment of distributions paid to shareholders

  $ 87,698     $  
 

 

 

   

 

 

 

 

 

I N A N C I A L  T A T E M E N T  S

  43


Statements of Cash Flows  (continued)

Year Ended December 31, 2020

 

    BGIO      BKT  

 

 

RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH AND FOREIGN CURRENCY AT THE END OF YEAR TO THE STATEMENTS OF ASSETS AND LIABILITIES

    

Cash

  $ 52,233      $  

Cash pledged

    

Collateral — reverse repurchase agreements

           909,180  

Collateral — exchange-traded options written

    275,000         

Collateral — OTC derivatives

    1,010,000         

Futures contracts

    271,000        2,097,260  

Centrally cleared swaps

           892,000  

Foreign currency at value

    1,301,874         
 

 

 

    

 

 

 
  $   2,910,107      $   3,898,440  
 

 

 

    

 

 

 

See notes to financial statements.

 

 

44  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Financial Highlights

(For a share outstanding throughout each period)

 

                                                                           
    BGIO  
                      Period from      
    Year Ended December 31,       02/27/17(a)  
     2020     2019     2018     to 12/31/17      
         

Net asset value, beginning of period

  $ 9.75     $ 8.96     $ 9.99     $ 9.85 (b)  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income(c)

    0.48       0.57       0.62       0.50  

Net realized and unrealized gain (loss)

    (0.44     0.84       (1.05     0.18  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) from investment operations

    0.04       1.41       (0.43     0.68  
 

 

 

   

 

 

   

 

 

   

 

 

 

Distributions(d)

       

From net investment income

    (0.52     (0.62     (0.60     (0.51

From net realized gain

                      (0.01

Return of capital

    (0.08                  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

    (0.60     (0.62     (0.60     (0.52
 

 

 

   

 

 

   

 

 

   

 

 

 

Capital contributions

                      (0.02
 

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 9.19     $ 9.75     $ 8.96     $ 9.99  
 

 

 

   

 

 

   

 

 

   

 

 

 

Market price, end of period

  $ 9.04     $ 9.86     $ 8.32     $ 9.80  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Return(e)

       

Based on net asset value

    1.07     16.11     (4.11 )%(f)      6.87 %(g)  
 

 

 

   

 

 

   

 

 

   

 

 

 

Based on market price

    (1.69 )%      26.46     (9.24 )%      3.26 %(g)  
 

 

 

   

 

 

   

 

 

   

 

 

 

Ratios to Average Net Assets(h)

       

Total expenses

    1.15     1.70     1.66     1.60 %(i)(j)  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed

    1.15     1.70     1.65     1.59 %(i)(j)  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed and excluding interest expense

    0.88     0.91     0.93     0.93 %(i)(j)  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

    5.45     5.94     6.52 %(i)       5.99 %(i)(j)  
 

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental Data

       

Net assets, end of period (000)

  $ 203,480     $ 215,909     $ 198,272     $ 220,991  
 

 

 

   

 

 

   

 

 

   

 

 

 

Borrowings outstanding, end of period (000)

  $ 33,279     $ 54,954     $ 50,976     $ 100,982  
 

 

 

   

 

 

   

 

 

   

 

 

 

Portfolio turnover rate(k)

    21     41     83     125
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) 

Commencement of operations.

(b) 

Net asset value, beginning of period, reflects a reduction of $0.15 per share sales charge from the initial offering price of $10.00 per share.

(c) 

Based on average shares outstanding.

(d) 

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

(e) 

Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices.

(f) 

Includes payment from an affiliate, which had no impact on the Trust’s total return.

(g) 

Aggregate total return.

(h) 

Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

 

                                                                           
                              Period from      
    Year Ended December 31,     02/27/17(a)  
     2020     2019     2018         to 12/31/17      

Investments in underlying funds

            — %                 —               — %        0.03 %     
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(i) 

Annualized.

(j) 

Audit costs were not annualized in the calculation of the expense ratios and net investment income ratio. If these expenses were annualized the total expenses, total expenses after fees waived and/or reimbursed, total expenses after fees waived and/or reimbursed and excluding interest expense and net investment income would have been 1.61%, 1.60%, 0.94% and 5.99%, respectively.

(k) 

Includes mortgage dollar roll transactions (“MDRs”). Additional information regarding portfolio turnover rate is as follows:

 

                                                                           
                          Period from      
    Year Ended December 31,     02/27/17(a)  
     2020     2019     2018         to 12/31/17      

Portfolio turnover rate (excluding MDRs)

            21 %                 41               78 %            93 %     
 

 

 

   

 

 

   

 

 

   

 

 

 

See notes to financial statements.    

 

 

I N A N C I A L  I G H L I G H T  S

  45


Financial Highlights  (continued)

(For a share outstanding throughout each period)

 

                                                                                                                 
    BKT  
                Period from                    
    Year Ended     09/01/18     Year Ended August 31,  
    12/31/20     12/31/19     to 12/31/18     2018     2017     2016  
             

Net asset value, beginning of period

  $ 6.30     $ 6.25     $ 6.31     $ 6.74     $ 6.96     $ 7.08  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income(a)

    0.29       0.25       0.08       0.24       0.25       0.28  

Net realized and unrealized gain (loss)

    (0.00 )(b)       0.21       0.03       (0.34     (0.15     (0.05
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) from investment operations

    0.29       0.46       0.11       (0.10     0.10       0.23  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions(c)

           

From net investment income

    (0.33     (0.29     (0.13     (0.30     (0.32     (0.35

Return of capital

    (0.08     (0.12     (0.04     (0.03            
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

    (0.41     (0.41     (0.17     (0.33     (0.32     (0.35
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 6.18     $ 6.30     $ 6.25     $ 6.31     $ 6.74     $ 6.96  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Market price, end of period

  $ 6.07     $ 6.05     $ 5.64     $ 5.77     $ 6.31     $ 6.60  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return(d)

           

Based on net asset value

    4.92     7.91     2.06 %(e)       (1.14 )%      1.82     3.64
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Based on market price

    7.31     14.83     0.72 %(e)       (3.44 )%      0.53     10.44
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios to Average Net Assets(f)

           

Total expenses

    1.18     2.06     2.08 %(g)(h)      1.79     1.29     1.08
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed

    1.18     2.06     2.08 %(g)       1.79     1.28     1.08
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed and excluding interest expense

    0.89     0.94     0.99 %(g)       1.04     0.90     0.89
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

    4.55     3.95     4.04 %(g)       3.72     3.63     4.01
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental Data

           

Net assets, end of period (000)

  $ 394,195     $ 401,715     $ 398,629     $ 402,763     $ 430,830     $ 444,882  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Borrowings outstanding, end of period (000)

  $ 156,936     $ 175,655     $ 186,799     $ 186,441     $ 185,769     $ 152,859  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Portfolio turnover rate(i)

    69     255     95     373     346     141
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) 

Based on average shares outstanding.

(b) 

Amount is less than $0.005 per share.

(c) 

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

(d) 

Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices.

(e) 

Aggregate total return.

(f) 

Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

 

                                                                                                                 
                   Period from                       
    Year Ended     09/01/18     Year Ended August 31,  
     12/31/20     12/31/19     to 12/31/18     2018     2017     2016  

Investments in underlying funds

            %                0.01           0.01               —
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(g) 

Annualized.

(h) 

Audit fees were not annualized in the calculation of the expenses ratios. If these expenses were annualized, the total expenses would have been 2.11%.

(i) 

Includes mortgage dollar roll transactions (“MDRs”). Additional information regarding portfolio turnover rate is as follows:

 

                                                                                                                 
                   Period from                       
    Year Ended     09/01/18     Year Ended August 31,  
     12/31/20     12/31/19     to 12/31/18     2018     2017     2016  

Portfolio turnover rate (excluding MDRs)

    31     136     45 %                    181               161               63
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See notes to financial statements.

 

 

46  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Notes to Financial Statements

 

1.

ORGANIZATION

The following are registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as closed-end management investment companies and are referred to herein collectively as the “Trusts”, or individually as a “Trust”:

 

Trust Name   Herein Referred To As        Organized   

    Diversification

Classification

BlackRock 2022 Global Income Opportunity Trust

  BGIO    Delaware    Diversified*

BlackRock Income Trust, Inc.

  BKT    Maryland    Diversified

 

  *

The Trust’s classification changed from non-diversified to diversified during the reporting period.

 

The Board of Directors of BKT and Board of Trustees of BGIO are collectively referred to throughout this report as the “Board,” and the directors/trustees thereof are collectively referred to throughout this report as “Trustees”. The Trusts determine and make available for publication the net asset values (“NAVs”) of their Common Shares on a daily basis.

The Trusts, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, are included in a complex of non-index fixed-income mutual funds and all BlackRock-advised closed-end funds referred to as the BlackRock Fixed-Income Complex.

 

2.

SIGNIFICANT ACCOUNTING POLICIES

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Each Trust is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed (the “trade dates”). Realized gains and losses on investment transactions are determined using the specific identification method. Dividend income and capital gain distributions, if any, are recorded on the ex-dividend date. Non-cash dividends, if any, are recorded on the ex-dividend date at fair value. Dividends from foreign securities where the ex-dividend date may have passed are subsequently recorded when the Trusts are informed of the ex-dividend date. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized daily on an accrual basis.

Foreign Currency Translation: Each Trust’s books and records are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates determined as of the close of trading on the New York Stock Exchange (“NYSE”). Purchases and sales of investments are recorded at the rates of exchange prevailing on the respective dates of such transactions. Generally, when the U.S. dollar rises in value against a foreign currency, the investments denominated in that currency will lose value; the opposite effect occurs if the U.S. dollar falls in relative value.

Each Trust does not isolate the effect of fluctuations in foreign exchange rates from the effect of fluctuations in the market prices of investments for financial reporting purposes. Accordingly, the effects of changes in exchange rates on investments are not segregated in the Statements of Operations from the effects of changes in market prices of those investments, but are included as a component of net realized and unrealized gain (loss) from investments. Each Trust reports realized currency gains (losses) on foreign currency related transactions as components of net realized gain (loss) for financial reporting purposes, whereas such components are generally treated as ordinary income for U.S. federal income tax purposes.

Foreign Taxes: Certain Trusts may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, capital gains on investments, or certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which each Trust invests. These foreign taxes, if any, are paid by each Trust and are reflected in its Statements of Operations as follows: foreign taxes withheld at source are presented as a reduction of income, foreign taxes on securities lending income are presented as a reduction of securities lending income, foreign taxes on stock dividends are presented as “Foreign taxes withheld”, and foreign taxes on capital gains from sales of investments and foreign taxes on foreign currency transactions are included in their respective net realized gain (loss) categories. Foreign taxes payable or deferred as of December 31, 2020, if any, are disclosed in the Statements of Assets and Liabilities.

Segregation and Collateralization: In cases where a Trust enters into certain investments (e.g., dollar rolls, TBA sale commitments, futures contracts, forward foreign currency exchange contracts, options written, swaps and short sales) or certain borrowings (e.g., reverse repurchase transactions) that would be treated as “senior securities” for 1940 Act purposes, a Trust may segregate or designate on its books and records cash or liquid assets having a market value at least equal to the amount of its future obligations under such investments or borrowings. Doing so allows the investment or borrowings to be excluded from treatment as a “senior security.” Furthermore, if required by an exchange or counterparty agreement, the Trusts may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments or obligations.

Distributions: For BGIO, distributions from net investment income are declared monthly and paid monthly. Distributions of capital gains are recorded on the ex-dividend date and made at least annually. Distributions paid by BKT are recorded on the ex-dividend date. Subject to BKT’s managed distribution plan, BKT intends to make monthly cash distributions to shareholders, which may consist of net investment income and net realized and unrealized gains on investments and/or return of capital.

 

 

O T E S  T O  I N A N C I A L  T A T E M E N T S

  47


Notes to Financial Statements   (continued)

 

The character of distributions is determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. The portion of distributions that exceeds a Trust’s current and accumulated earnings and profits, which are measured on a tax basis, will constitute a non-taxable return of capital. See Income Tax Information note for the tax character of each Trust’s distributions paid during the period.

Deferred Compensation Plan: Under the Deferred Compensation Plan (the “Plan”) approved by each Trust’s Board, the trustees who are not “interested persons” of the Trusts, as defined in the 1940 Act (“Independent Trustees”), may defer a portion of their annual complex-wide compensation. Deferred amounts earn an approximate return as though equivalent dollar amounts had been invested in common shares of certain funds in the BlackRock Fixed-Income Complex selected by the Independent Trustees. This has the same economic effect for the Independent Trustees as if the Independent Trustees had invested the deferred amounts directly in certain funds in the BlackRock Fixed-Income Complex.

The Plan is not funded and obligations thereunder represent general unsecured claims against the general assets of each Trust, as applicable. Deferred compensation liabilities, if any, are included in the Trustees’ and Officer’s fees payable in the Statements of Assets and Liabilities and will remain as a liability of the Trusts until such amounts are distributed in accordance with the Plan.

Indemnifications: In the normal course of business, a Trust enters into contracts that contain a variety of representations that provide general indemnification. A Trust’s maximum exposure under these arrangements is unknown because it involves future potential claims against a Trust, which cannot be predicted with any certainty.

Other: Expenses directly related to a Trust are charged to that Trust. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods.

 

3.

INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: Each Trust’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Trust is open for business and, for financial reporting purposes, as of the report date. U.S. GAAP defines fair value as the price a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Each Trust determines the fair values of its financial instruments using various independent dealers or pricing services under policies approved by the Board. If a security’s market price is not readily available or does not otherwise accurately represent the fair value of the security, the security will be valued in accordance with a policy approved by the Board as reflecting fair value. The BlackRock Global Valuation Methodologies Committee (the “Global Valuation Committee”) is the committee formed by management to develop global pricing policies and procedures and to oversee the pricing function for all financial instruments.

Fair Value Inputs and Methodologies: The following methods and inputs are used to establish the fair value of each Trust’s assets and liabilities:

 

   

Fixed-income investments for which market quotations are readily available are generally valued using the last available bid price or current market quotations provided by independent dealers or third party pricing services. Floating rate loan interests are valued at the mean of the bid prices from one or more independent brokers or dealers as obtained from a third party pricing service. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but a fund may hold or transact in such securities in smaller, odd lot sizes. Odd lots may trade at lower prices than institutional round lots. The pricing services may use matrix pricing or valuation models that utilize certain inputs and assumptions to derive values, including transaction data (e.g., recent representative bids and offers), market data, credit quality information, perceived market movements, news, and other relevant information. Certain fixed-income securities, including asset-backed and mortgage related securities may be valued based on valuation models that consider the estimated cash flows of each tranche of the entity, establish a benchmark yield and develop an estimated tranche specific spread to the benchmark yield based on the unique attributes of the tranche. The amortized cost method of valuation may be used with respect to debt obligations with sixty days or less remaining to maturity unless the Manager determines such method does not represent fair value.

 

   

Investments in open-end U.S. mutual funds (including money market funds) are valued at that day’s published NAV.

 

   

Futures contracts are valued based on that day’s last reported settlement price on the exchange where the contract is traded.

 

   

Forward foreign currency exchange contracts are valued at the mean between the bid and ask prices and are determined as of the close of trading on the NYSE based on that day’s prevailing forward exchange rate for the underlying currencies.

 

   

Exchange-traded options are valued at the mean between the last bid and ask prices at the close of the options market in which the options trade. An exchange-traded option for which there is no mean price is valued at the last bid (long positions) or ask (short positions) price. If no bid or ask price is available, the prior day’s price will be used, unless it is determined that the prior day’s price no longer reflects the fair value of the option. Over-the-counter (“OTC”) options and options on swaps (“swaptions”) are valued by an independent pricing service using a mathematical model, which incorporates a number of market data factors, such as the trades and prices of the underlying instruments.

 

   

Swap agreements are valued utilizing quotes received daily by independent pricing services or through brokers, which are derived using daily swap curves and models that incorporate a number of market data factors, such as discounted cash flows, trades and values of the underlying reference instruments.

If events (e.g., a market closure, market volatility, company announcement or a natural disaster) occur that are expected to materially affect the value of such investment, or in the event that application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Global Valuation Committee, or its delegate, in accordance with a policy approved by the Board as reflecting fair value (“Fair Valued Investments”). The fair valuation approaches that may be used by the Global Valuation Committee include market approach, income approach and cost approach. Valuation techniques such as discounted cash flow, use of market comparables and matrix pricing are types of valuation approaches and are typically used in

 

 

48  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Notes to Financial Statements   (continued)

 

determining fair value. When determining the price for Fair Valued Investments, the Global Valuation Committee, or its delegate, seeks to determine the price that each Trust might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Global Valuation Committee, or its delegate, deems relevant and consistent with the principles of fair value measurement. The pricing of all Fair Valued Investments is subsequently reported to the Board or a committee thereof on a quarterly basis.

For investments in equity or debt issued by privately held companies or funds (“Private Company” or collectively, the “Private Companies”) and other Fair Valued Investments, the fair valuation approaches that are used by the Global Valuation Committee and third party pricing services utilize one or a combination of, but not limited to, the following inputs.

 

     Standard Inputs Generally Considered By Third Party Pricing Services

Market approach

 

(i)  recent market transactions, including subsequent rounds of financing, in the underlying investment or comparable issuers;

(ii) recapitalizations and other transactions across the capital structure; and

(iii)   market multiples of comparable issuers.

Income approach

 

(i)  future cash flows discounted to present and adjusted as appropriate for liquidity, credit, and/or market risks;

(ii) quoted prices for similar investments or assets in active markets; and

(iii)   other risk factors, such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, recovery rates, liquidation amounts and/or default rates.

Cost approach

 

(i)  audited or unaudited financial statements, investor communications and financial or operational metrics issued by the Private Company;

(ii) changes in the valuation of relevant indices or publicly traded companies comparable to the Private Company;

(iii)   relevant news and other public sources; and

(iv)   known secondary market transactions in the Private Company’s interests and merger or acquisition activity in companies comparable to the Private Company.

Investments in series of preferred stock issued by Private Companies are typically valued utilizing market approach in determining the enterprise value of the company. Such investments often contain rights and preferences that differ from other series of preferred and common stock of the same issuer. Valuation techniques such as an option pricing model (“OPM”), a probability weighted expected return model (“PWERM”) or a hybrid of those techniques are used in allocating enterprise value of the company, as deemed appropriate under the circumstances. The use of OPM and PWERM techniques involve a determination of the exit scenarios of the investment in order to appropriately allocate the enterprise value of the company among the various parts of its capital structure.

The Private Companies are not subject to the public company disclosure, timing, and reporting standards applicable to other investments held by a Trust. Typically, the most recently available information by a Private Company is as of a date that is earlier than the date a Trust is calculating its NAV. This factor may result in a difference between the value of the investment and the price a Trust could receive upon the sale of the investment.

Fair Value Hierarchy: Various inputs are used in determining the fair value of financial instruments. These inputs to valuation techniques are categorized into a fair value hierarchy consisting of three broad levels for financial reporting purposes as follows:

 

   

Level 1 – Unadjusted price quotations in active markets/exchanges for identical assets or liabilities that each Trust has the ability to access;

 

   

Level 2 – Other observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market–corroborated inputs); and

 

   

Level 3 – Unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Global Valuation Committee’s assumptions used in determining the fair value of financial instruments).

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Investments classified within Level 3 have significant unobservable inputs used by the Global Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by Private Companies that may not have a secondary market and/or may have a limited number of investors. The categorization of a value determined for financial instruments is based on the pricing transparency of the financial instruments and is not necessarily an indication of the risks associated with investing in those securities.

 

4.

SECURITIES AND OTHER INVESTMENTS

Asset-Backed and Mortgage-Backed Securities: Asset-backed securities are generally issued as pass-through certificates or as debt instruments. Asset-backed securities issued as pass-through certificates represent undivided fractional ownership interests in an underlying pool of assets. Asset-backed securities issued as debt instruments, which are also known as collateralized obligations, are typically issued as the debt of a special purpose entity organized solely for the purpose of owning such assets and issuing such debt. Asset-backed securities are often backed by a pool of assets representing the obligations of a number of different parties. The yield characteristics of certain asset-backed securities may differ from traditional debt securities. One such major difference is that all or a principal part of the obligations may be prepaid at any time because the underlying assets (i.e., loans) may be prepaid at any time. As a result, a decrease in interest rates in the market may result in increases in the level of prepayments as borrowers, particularly mortgagors, refinance and repay their loans. An increased prepayment rate with respect to an asset-backed security will have the effect of shortening

 

 

O T E S  T O  I N A N C I A L  T A T E M E N T S

  49


Notes to Financial Statements   (continued)

 

the maturity of the security. In addition, a fund may subsequently have to reinvest the proceeds at lower interest rates. If a fund has purchased such an asset-backed security at a premium, a faster than anticipated prepayment rate could result in a loss of principal to the extent of the premium paid.

For mortgage pass-through securities (the “Mortgage Assets”) there are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities that they issue. For example, mortgage-related securities guaranteed by Ginnie Mae are guaranteed as to the timely payment of principal and interest by Ginnie Mae and such guarantee is backed by the full faith and credit of the United States. However, mortgage-related securities issued by Freddie Mac and Fannie Mae, including Freddie Mac and Fannie Mae guaranteed mortgage pass-through certificates, which are solely the obligations of Freddie Mac and Fannie Mae, are not backed by or entitled to the full faith and credit of the United States, but are supported by the right of the issuer to borrow from the U.S. Treasury.

Non-agency mortgage-backed securities are securities issued by non-governmental issuers and have no direct or indirect government guarantees of payment and are subject to various risks. Non-agency mortgage loans are obligations of the borrowers thereunder only and are not typically insured or guaranteed by any other person or entity. The ability of a borrower to repay a loan is dependent upon the income or assets of the borrower. A number of factors, including a general economic downturn, acts of God, terrorism, social unrest and civil disturbances, may impair a borrower’s ability to repay its loans.

Collateralized Debt Obligations: Collateralized debt obligations (“CDOs”), including collateralized bond obligations (“CBOs”) and collateralized loan obligations (“CLOs”), are types of asset-backed securities. A CDO is an entity that is backed by a diversified pool of debt securities (CBOs) or syndicated bank loans (CLOs). The cash flows of the CDO can be split into multiple segments, called “tranches,” which will vary in risk profile and yield. The riskiest segment is the subordinated or “equity” tranche. This tranche bears the greatest risk of defaults from the underlying assets in the CDO and serves to protect the other, more senior, tranches from default in all but the most severe circumstances. Since it is shielded from defaults by the more junior tranches, a “senior” tranche will typically have higher credit ratings and lower yields than their underlying securities, and often receive investment grade ratings from one or more of the nationally recognized rating agencies. Despite the protection from the more junior tranches, senior tranches can experience substantial losses due to actual defaults, increased sensitivity to future defaults and the disappearance of one or more protecting tranches as a result of changes in the credit profile of the underlying pool of assets.

Multiple Class Pass-Through Securities: Multiple class pass-through securities, including collateralized mortgage obligations (“CMOs”) and commercial mortgage backed securities, may be issued by Ginnie Mae, U.S. Government agencies or instrumentalities or by trusts formed by private originators of, or investors in, mortgage loans. In general, CMOs are debt obligations of a legal entity that are collateralized by a pool of residential or commercial mortgage loans or Mortgage Assets. The payments on these are used to make payments on the CMOs or multiple pass-through securities. Multiple class pass-through securities represent direct ownership interests in the Mortgage Assets. Classes of CMOs include interest only (“IOs”), principal only (“POs”), planned amortization classes and targeted amortization classes. IOs and POs are stripped mortgage-backed securities representing interests in a pool of mortgages, the cash flow from which has been separated into interest and principal components. IOs receive the interest portion of the cash flow while POs receive the principal portion. IOs and POs can be extremely volatile in response to changes in interest rates. As interest rates rise and fall, the value of IOs tends to move in the same direction as interest rates. POs perform best when prepayments on the underlying mortgages rise since this increases the rate at which the principal is returned and the yield to maturity on the PO. When payments on mortgages underlying a PO are slower than anticipated, the life of the PO is lengthened and the yield to maturity is reduced. If the underlying Mortgage Assets experience greater than anticipated prepayments of principal, a fund’s initial investment in the IOs may not fully recoup.

Stripped Mortgage-Backed Securities: Stripped mortgage-backed securities are typically issued by the U.S. Government, its agencies and instrumentalities. Stripped mortgage-backed securities are usually structured with two classes that receive different proportions of the interest (IOs) and principal (POs) distributions on a pool of Mortgage Assets. Stripped mortgage-backed securities may be privately issued.

Zero-Coupon Bonds: Zero-coupon bonds are normally issued at a significant discount from face value and do not provide for periodic interest payments. These bonds may experience greater volatility in market value than other debt obligations of similar maturity which provide for regular interest payments.

Capital Securities and Trust Preferred Securities: Capital securities, including trust preferred securities, are typically issued by corporations, generally in the form of interest-bearing notes with preferred securities characteristics. In the case of trust preferred securities, an affiliated business trust of a corporation issues these securities, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. The securities can be structured with either a fixed or adjustable coupon that can have either a perpetual or stated maturity date. For trust preferred securities, the issuing bank or corporation pays interest to the trust, which is then distributed to holders of these securities as a dividend. Dividends can be deferred without creating an event of default or acceleration, although maturity cannot take place unless all cumulative payment obligations have been met. The deferral of payments does not affect the purchase or sale of these securities in the open market. These securities generally are rated below that of the issuing company’s senior debt securities and are freely callable at the issuer’s option.

Warrants: Warrants entitle a fund to purchase a specified number of shares of common stock and are non-income producing. The purchase price and number of shares are subject to adjustment under certain conditions until the expiration date of the warrants, if any. If the price of the underlying stock does not rise above the strike price before the warrant expires, the warrant generally expires without any value and a fund will lose any amount it paid for the warrant. Thus, investments in warrants may involve more risk than investments in common stock. Warrants may trade in the same markets as their underlying stock; however, the price of the warrant does not necessarily move with the price of the underlying stock.

Floating Rate Loan Interests: Floating rate loan interests are typically issued to companies (the “borrower”) by banks, other financial institutions, or privately and publicly offered corporations (the “lender”). Floating rate loan interests are generally non-investment grade, often involve borrowers whose financial condition is troubled or uncertain and companies that are highly leveraged or in bankruptcy proceedings. In addition, transactions in floating rate loan interests may settle on a delayed basis, which may result in proceeds from the sale not being readily available for a fund to make additional investments or meet its redemption obligations. Floating rate loan interests may include fully funded term loans or revolving lines of credit. Floating rate loan interests are typically senior in the corporate capital structure of the borrower. Floating rate loan interests generally pay interest at rates that are periodically determined by reference to a base lending rate plus a premium. Since the rates reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the NAV of a fund to the extent that it invests in floating rate loan interests. The base lending rates are generally the lending rate offered by one or more European banks, such as the London Interbank Offered Rate (“LIBOR”), the prime rate

 

 

50  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Notes to Financial Statements   (continued)

 

offered by one or more U.S. banks or the certificate of deposit rate. Floating rate loan interests may involve foreign borrowers, and investments may be denominated in foreign currencies. These investments are treated as investments in debt securities for purposes of a fund’s investment policies.

When a fund purchases a floating rate loan interest, it may receive a facility fee and when it sells a floating rate loan interest, it may pay a facility fee. On an ongoing basis, a fund may receive a commitment fee based on the undrawn portion of the underlying line of credit amount of a floating rate loan interest. Facility and commitment fees are typically amortized to income over the term of the loan or term of the commitment, respectively. Consent and amendment fees are recorded to income as earned. Prepayment penalty fees, which may be received by a fund upon the prepayment of a floating rate loan interest by a borrower, are recorded as realized gains. A fund may invest in multiple series or tranches of a loan. A different series or tranche may have varying terms and carry different associated risks.

Floating rate loan interests are usually freely callable at the borrower’s option. A fund may invest in such loans in the form of participations in loans (“Participations”) or assignments (“Assignments”) of all or a portion of loans from third parties. Participations typically will result in a fund having a contractual relationship only with the lender, not with the borrower. A fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the Participation and only upon receipt by the lender of the payments from the borrower. In connection with purchasing Participations, a fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of offset against the borrower. A fund may not benefit directly from any collateral supporting the loan in which it has purchased the Participation. As a result, a fund assumes the credit risk of both the borrower and the lender that is selling the Participation. A fund’s investment in loan participation interests involves the risk of insolvency of the financial intermediaries who are parties to the transactions. In the event of the insolvency of the lender selling the Participation, a fund may be treated as a general creditor of the lender and may not benefit from any offset between the lender and the borrower. Assignments typically result in a fund having a direct contractual relationship with the borrower, and a fund may enforce compliance by the borrower with the terms of the loan agreement.

Forward Commitments, When-Issued and Delayed Delivery Securities: Certain Trusts may purchase securities on a when-issued basis and may purchase or sell securities on a forward commitment basis. Settlement of such transactions normally occurs within a month or more after the purchase or sale commitment is made. A Trust may purchase securities under such conditions with the intention of actually acquiring them, but may enter into a separate agreement to sell the securities before the settlement date. Since the value of securities purchased may fluctuate prior to settlement, a Trust may be required to pay more at settlement than the security is worth. In addition, a Trust is not entitled to any of the interest earned prior to settlement. When purchasing a security on a delayed delivery basis, a Trust assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations. In the event of default by the counterparty, a Trust’s maximum amount of loss is the unrealized appreciation of unsettled when-issued transactions.

TBA Commitments: TBA commitments are forward agreements for the purchase or sale of mortgage-backed securities for a fixed price, with payment and delivery on an agreed upon future settlement date. The specific securities to be delivered are not identified at the trade date. However, delivered securities must meet specified terms, including issuer, rate and mortgage terms. When entering into TBA commitments, a fund may take possession of or deliver the underlying mortgage-backed securities but can extend the settlement or roll the transaction. TBA commitments involve a risk of loss if the value of the security to be purchased or sold declines or increases, respectively, prior to settlement date.

In order to better define contractual rights and to secure rights that will help a fund mitigate its counterparty risk, TBA commitments may be entered into by a fund under Master Securities Forward Transaction Agreements (each, an “MSFTA”). An MSFTA typically contains, among other things, collateral posting terms and netting provisions in the event of default and/or termination event. The collateral requirements are typically calculated by netting the mark-to-market amount for each transaction under such agreement and comparing that amount to the value of the collateral currently pledged by a fund and the counterparty. Cash collateral that has been pledged to cover the obligations of a fund and cash collateral received from the counterparty, if any, is reported separately in the Statements of Assets and Liabilities as cash pledged as collateral for TBA commitments or cash received as collateral for TBA commitments, respectively. Non-cash collateral pledged by a fund, if any, is noted in the Schedules of Investments. Typically, a fund is permitted to sell, re-pledge or use the collateral it receives; however, the counterparty is not permitted to do so. To the extent amounts due to a fund are not fully collateralized, contractually or otherwise, a fund bears the risk of loss from counterparty non-performance.

Mortgage Dollar Roll Transactions: Certain Trusts may sell TBA mortgage-backed securities and simultaneously contract to repurchase substantially similar (i.e., same type, coupon and maturity) securities on a specific future date at an agreed upon price. During the period between the sale and repurchase, a fund is not entitled to receive interest and principal payments on the securities sold. Mortgage dollar roll transactions are treated as purchases and sales and a fund realizes gains and losses on these transactions. Mortgage dollar rolls involve the risk that the market value of the securities that a fund is required to purchase may decline below the agreed upon repurchase price of those securities.

Borrowed Bond Agreements: Repurchase agreements may be referred to as borrowed bond agreements when entered into in connection with short sales of bonds. In a borrowed bond agreement, a fund borrows a bond from a counterparty in exchange for cash collateral. The agreement contains a commitment that the security and the cash will be returned to the counterparty and a fund at a mutually agreed upon date. Certain agreements have no stated maturity and can be terminated by either party at any time. Earnings on cash collateral and compensation to the lender of the bond are based on agreed upon rates between a fund and the counterparty. The value of the underlying cash collateral approximates the market value and accrued interest of the borrowed bond. To the extent that a borrowed bond transaction exceeds one business day, the value of the cash collateral in the possession of the counterparty is monitored on a daily basis to ensure the adequacy of the collateral. As the market value of the borrowed bond changes, the cash collateral is periodically increased or decreased with a frequency and in amounts prescribed in the borrowed bond agreement. A fund may also experience delays in gaining access to the collateral.

Reverse Repurchase Agreements: Reverse repurchase agreements are agreements with qualified third party broker dealers in which a fund sells securities to a bank or broker-dealer and agrees to repurchase the same securities at a mutually agreed upon date and price. A fund receives cash from the sale to use for other investment purposes. During the term of the reverse repurchase agreement, a fund continues to receive the principal and interest payments on the securities sold. Certain agreements have no stated maturity and can be terminated by either party at any time. Interest on the value of the reverse repurchase agreements issued and outstanding is based upon competitive market rates determined at the time of issuance. A fund may utilize reverse repurchase agreements when it is anticipated that the interest income to be earned from the investment of the proceeds of the transaction is greater than the interest expense of the transaction. Reverse repurchase agreements involve leverage risk. If a fund suffers a loss on its investment of the transaction proceeds from a reverse repurchase agreement, a fund would still be required to pay the full repurchase price. Further, a fund

 

 

O T E S  T O  I N A N C I A L  T A T E M E N T S

  51


Notes to Financial Statements   (continued)

 

remains subject to the risk that the market value of the securities repurchased declines below the repurchase price. In such cases, a fund would be required to return a portion of the cash received from the transaction or provide additional securities to the counterparty.

Cash received in exchange for securities delivered plus accrued interest due to the counterparty is recorded as a liability in the Statements of Assets and Liabilities at face value including accrued interest. Due to the short-term nature of the reverse repurchase agreements, face value approximates fair value. Interest payments made by a fund to the counterparties are recorded as a component of interest expense in the Statements of Operations. In periods of increased demand for the security, a fund may receive a fee for the use of the security by the counterparty, which may result in interest income to a fund.

For the year ended December 31, 2020, the average amount of reverse repurchase agreements outstanding and the daily weighted average interest rate for the Trusts were as follows:

 

     
Trust Name    Average Amount
Outstanding
         Daily Weighted Average
Interest Rate
 

BGIO

   $ 41,405,815        1.28

BKT

     183,727,110        0.61  

Borrowed bond agreements and reverse repurchase transactions are entered into by a fund under Master Repurchase Agreements (each, an “MRA”), which permit a fund, under certain circumstances, including an event of default (such as bankruptcy or insolvency), to offset payables and/or receivables under the MRA with collateral held and/or posted to the counterparty and create one single net payment due to or from a fund. With borrowed bond agreements and reverse repurchase transactions, typically a fund and counterparty under an MRA are permitted to sell, re-pledge, or use the collateral associated with the transaction. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of the MRA counterparty’s bankruptcy or insolvency. Pursuant to the terms of the MRA, a fund receives or posts securities and cash as collateral with a market value in excess of the repurchase price to be paid or received by a fund upon the maturity of the transaction. Upon a bankruptcy or insolvency of the MRA counterparty, a fund is considered an unsecured creditor with respect to excess collateral and, as such, the return of excess collateral may be delayed .

As of period end, the following table is a summary of BGIO’s open reverse repurchase agreements by counterparty which are subject to offset under an MRA on a net basis:

 

         
     Reverse Repurchase     

Fair Value of
    Non-Cash Collateral

Pledged Including

    Cash Collateral         

Trust Name/Counterparty

     Agreements        Accrued Interest (a)          Pledged/Received            Net Amount  

BGIO

          

Barclays Capital, Inc.

   $ (7,911,488    $ 7,911,488     $      $  

BNP Paribas S.A.

     (10,981,832      10,981,832               

Credit Suisse Securities (USA) LLC

     (297,919      297,919               

Goldman Sachs & Co.

     (302,837      302,837               

RBC Capital Markets LLC

     (13,785,396      13,785,396               
  

 

 

    

 

 

   

 

 

    

 

 

 
   $ (33,279,472    $ 33,279,472     $      $  
  

 

 

    

 

 

   

 

 

    

 

 

 

 

  (a) 

Collateral with a value of $40,404,881 has been pledged in connection with open reverse repurchase agreements. Excess of net collateral pledged to the individual counterparty is not shown for financial reporting purposes.

 

As of period end, the following table is a summary of BKT’s open borrowed bond agreements and reverse repurchase agreements by counterparty which are subject to offset under an MRA on a net basis:

 

         BKT           
    Counterparty   Borrowed
Bonds
    Reverse
Repurchase
Agreements
    Borrowed
Bonds at
Value
including
Accrued
   

Net

Amount
before
Collateral

    Non-cash
Collateral
Received
    Cash
Collateral
Received
    Fair Value of
Non-cash
Collateral
Pledged
Including
Accrued
    Cash
Collateral
Pledged
   

Net

Collateral
(Received)/
Pledged

   

Net

Exposure

Due (to)/

from

     
    Agreements (a)      Interest (b)       Interest (c)       Counterparty (d)   
 

BNP Paribas S.A.

  $     $ (52,394,027   $     $ (52,394,027   $     $     $ 51,484,847     $ 909,180     $ 52,394,027     $    
 

Cantor Fitzgerald & Company

          (104,542,271           (104,542,271                 104,542,271             104,542,271          
 

Credit Suisse AG

    1,146,250             (1,137,364     8,886                                     8,886    
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   
    $ 1,146,250     $ (156,936,298   $ (1,137,364   $ (156,927,412   $     $     $ 156,027,118     $ 909,180     $ 156,936,298     $ 8,886    
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

  (a)

Included in Investments at value-unaffiliated in the Statements of Assets and Liabilities.

 

 

 

52  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Notes to Financial Statements   (continued)

 

  (b) 

Includes accrued interest on borrowed bonds in the amount of $1,251 which is included in interest expense payable in the Statements of Assets and Liabilities.

 
  (c) 

Net collateral, including accrued interest, with a value of $162,700,562 has been pledged/received in connection with open reverse repurchase agreements. Excess of net collateral pledged to the individual counterparty is not shown for financial reporting purposes.

 
  (d) 

Net exposure represents the net receivable (payable) that would be due from/to the counterparty in the event of default.

 

In the event the counterparty of securities under an MRA files for bankruptcy or becomes insolvent, a fund’s use of the proceeds from the agreement may be restricted while the counterparty, or its trustee or receiver, determines whether or not to enforce a fund’s obligation to repurchase the securities.

Short Sale Transactions: In short sale transactions, a fund sells a security it does not hold in anticipation of a decline in the market price of that security. When a fund makes a short sale, it will borrow the security sold short (borrowed bond) and deliver the fixed-income security to the counterparty to which it sold the security short. An amount equal to the proceeds received by a fund is reflected as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the market value of the short sale. A fund is required to repay the counterparty interest on the security sold short, which, if applicable, is included in interest expense in the Statements of Operations. A fund is exposed to market risk based on the amount, if any, that the market value of the security increases beyond the market value at which the position was sold. Thus, a short sale of a security involves the risk that instead of declining, the price of the security sold short will rise. The short sale of securities involves the possibility of an unlimited loss since there is an unlimited potential for the market price of the security sold short to increase. A gain is limited to the price at which a fund sold the security short. A realized gain or loss is recognized upon the termination of a short sale if the market price is either less than or greater than the proceeds originally received. There is no assurance that a fund will be able to close out a short position at a particular time or at an acceptable price.

 

5.

DERIVATIVE FINANCIAL INSTRUMENTS

The Trusts engage in various portfolio investment strategies using derivative contracts both to increase the returns of the Trusts and/or to manage their exposure to certain risks such as credit risk, equity risk, interest rate risk, foreign currency exchange rate risk, commodity price risk or other risks (e.g., inflation risk). Derivative financial instruments categorized by risk exposure are included in the Schedules of Investments. These contracts may be transacted on an exchange or OTC.

Futures Contracts: Futures contracts are purchased or sold to gain exposure to, or manage exposure to, changes in interest rates (interest rate risk) and changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).

Futures contracts are exchange-traded agreements between the Trusts and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. Depending on the terms of a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a futures contract, the Trusts are required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Amounts pledged, which are considered restricted, are included in cash pledged for futures contracts in the Statements of Assets and Liabilities.

Securities deposited as initial margin are designated in the Schedules of Investments and cash deposited, if any, are shown as cash pledged for futures contracts in the Statements of Assets and Liabilities. Pursuant to the contract, the Trusts agree to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statements of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest rates, foreign currency exchange rates or underlying assets.

Forward Foreign Currency Exchange Contracts: Forward foreign currency exchange contracts are entered into to gain or reduce exposure to foreign currencies (foreign currency exchange rate risk).

A forward foreign currency exchange contract is an agreement between two parties to buy and sell a currency at a set exchange rate on a specified date. These contracts help to manage the overall exposure to the currencies in which some of the investments held by the Trusts are denominated and in some cases, may be used to obtain exposure to a particular market. The contracts are traded OTC and not on an organized exchange.

The contract is marked-to-market daily and the change in market value is recorded as unrealized appreciation (depreciation) in the Statements of Assets and Liabilities. When a contract is closed, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the value at the time it was opened and the value at the time it was closed. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency. The use of forward foreign currency exchange contracts involves the risk that the value of a forward foreign currency exchange contract changes unfavorably due to movements in the value of the referenced foreign currencies, and such value may exceed the amount(s)reflected in the Statements of Assets and Liabilities. Cash amounts pledged for forward foreign currency exchange contracts are considered restricted and are included in cash pledged as collateral for OTC derivatives in the Statements of Assets and Liabilities. A Trust’s risk of loss from counterparty credit risk on OTC derivatives is generally limited to the aggregate unrealized gain netted against any collateral held by the Trust.

Options: Certain Trusts purchase and write call and put options to increase or decrease their exposure to the risks of underlying instruments, including equity risk, interest rate risk and/or commodity price risk and/or, in the case of options written, to generate gains from options premiums.

A call option gives the purchaser (holder) of the option the right (but not the obligation) to buy, and obligates the seller (writer) to sell (when the option is exercised) the underlying instrument at the exercise or strike price at any time or at a specified time during the option period. A put option gives the holder the right to sell and obligates the writer to buy the underlying instrument at the exercise or strike price at any time or at a specified time during the option period.

Premiums paid on options purchased and premiums received on options written, as well as the daily fluctuation in market value, are included in investments at value –unaffiliated and options written at value, respectively, in the Statements of Assets and Liabilities. When an instrument is purchased or sold through the exercise of an option, the premium is offset against the cost or proceeds of the underlying instrument. When an option expires, a realized gain or loss is recorded in the Statements of Operations to

 

 

O T E S  T O  I N A N C I A L  T A T E M E N T S

  53


Notes to Financial Statements   (continued)

 

the extent of the premiums received or paid. When an option is closed or sold, a gain or loss is recorded in the Statements of Operations to the extent the cost of the closing transaction exceeds the premiums received or paid. When the Trusts write a call option, such option is typically “covered,” meaning that they hold the underlying instrument subject to being called by the option counterparty. When the Trusts write a put option, cash is segregated in an amount sufficient to cover the obligation. These amounts, which are considered restricted, are included in cash pledged as collateral for options written in the Statements of Assets and Liabilities.

 

   

Swaptions — Certain Trusts purchase and write options on swaps (“swaptions”) primarily to preserve a return or spread on a particular investment or portion of the Trusts’ holdings, as a duration management technique or to protect against an increase in the price of securities it anticipates purchasing at a later date. The purchaser and writer of a swaption is buying or granting the right to enter into a previously agreed upon interest rate or credit default swap agreement (interest rate risk and/or credit risk) at any time before the expiration of the option.

In purchasing and writing options, the Trusts bear the risk of an unfavorable change in the value of the underlying instrument or the risk that they may not be able to enter into a closing transaction due to an illiquid market. Exercise of a written option could result in the Trusts purchasing or selling a security when they otherwise would not, or at a price different from the current market value.

Swaps: Swap contracts are entered into to manage exposure to issuers, markets and securities. Such contracts are agreements between the Trusts and a counterparty to make periodic net payments on a specified notional amount or a net payment upon termination. Swap agreements are privately negotiated in the OTC market and may be entered into as a bilateral contract (“OTC swaps”) or centrally cleared (“centrally cleared swaps”).

For OTC swaps, any upfront premiums paid and any upfront fees received are shown as swap premiums paid and swap premiums received, respectively, in the Statements of Assets and Liabilities and amortized over the term of the contract. The daily fluctuation in market value is recorded as unrealized appreciation (depreciation) on OTC Swaps in the Statements of Assets and Liabilities. Payments received or paid are recorded in the Statements of Operations as realized gains or losses, respectively. When an OTC swap is terminated, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the proceeds from (or cost of) the closing transaction and the Trusts’ basis in the contract, if any. Generally, the basis of the contract is the premium received or paid.

In a centrally cleared swap, immediately following execution of the swap contract, the swap contract is novated to a central counterparty (the “CCP”) and the CCP becomes the Trusts’ counterparty on the swap. Each Trust is required to interface with the CCP through the broker. Upon entering into a centrally cleared swap, each Trust is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on the size and risk profile of the particular swap. Securities deposited as initial margin are designated in the Schedules of Investments and cash deposited is shown as cash pledged for centrally cleared swaps in the Statements of Assets and Liabilities. Amounts pledged, which are considered restricted cash, are included in cash pledged for centrally cleared swaps in the Statements of Assets and Liabilities. Pursuant to the contract, each Trust agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and shown as variation margin receivable (or payable) on centrally cleared swaps in the Statements of Assets and Liabilities. Payments received from (paid to) the counterparty are amortized over the term of the contract and recorded as realized gains (losses) in the Statements of Operations, including those at termination.

 

   

Credit default swaps — Credit default swaps are entered into to manage exposure to the market or certain sectors of the market, to reduce risk exposure to defaults of corporate and/or sovereign issuers or to create exposure to corporate and/or sovereign issuers to which a fund is not otherwise exposed (credit risk).

The Trusts may either buy or sell (write) credit default swaps on single-name issuers (corporate or sovereign), a combination or basket of single-name issuers or traded indexes. Credit default swaps are agreements in which the protection buyer pays fixed periodic payments to the seller in consideration for a promise from the protection seller to make a specific payment should a negative credit event take place with respect to the referenced entity (e.g., bankruptcy, failure to pay, obligation acceleration, repudiation, moratorium or restructuring). As a buyer, if an underlying credit event occurs, the Trusts will either (i) receive from the seller an amount equal to the notional amount of the swap and deliver the referenced security or underlying securities comprising the index, or (ii) receive a net settlement of cash equal to the notional amount of the swap less the recovery value of the security or underlying securities comprising the index. As a seller (writer), if an underlying credit event occurs, the Trusts will either pay the buyer an amount equal to the notional amount of the swap and take delivery of the referenced security or underlying securities comprising the index or pay a net settlement of cash equal to the notional amount of the swap less the recovery value of the security or underlying securities comprising the index.

 

   

Interest rate swaps — Interest rate swaps are entered into to gain or reduce exposure to interest rates or to manage duration, the yield curve or interest rate (interest rate risk).

Interest rate swaps are agreements in which one party pays a stream of interest payments, either fixed or floating, in exchange for another party’s stream of interest payments, either fixed or floating, on the same notional amount for a specified period of time. In more complex interest rate swaps, the notional principal amount may decline (or amortize) over time.

Swap transactions involve, to varying degrees, elements of interest rate, credit and market risk in excess of the amounts recognized in the Statements of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreements, and that there may be unfavorable changes in interest rates and/or market values associated with these transactions.

Master Netting Arrangements: In order to define its contractual rights and to secure rights that will help it mitigate its counterparty risk, a Trust may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its counterparties. An ISDA Master Agreement is a bilateral agreement between a Trust and a counterparty that governs certain OTC derivatives and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. Under an ISDA Master Agreement, a Trust may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically

 

 

54  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Notes to Financial Statements   (continued)

 

permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.

Collateral Requirements: For derivatives traded under an ISDA Master Agreement, the collateral requirements are typically calculated by netting the mark-to-market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Trust and the counterparty.

Cash collateral that has been pledged to cover obligations of the Trusts and cash collateral received from the counterparty, if any, is reported separately in the Statements of Assets and Liabilities as cash pledged as collateral and cash received as collateral, respectively. Non-cash collateral pledged by the Trusts, if any, is noted in the Schedules of Investments. Generally, the amount of collateral due from or to a counterparty is subject to a certain minimum transfer amount threshold before a transfer is required, which is determined at the close of business of the Trusts. Any additional required collateral is delivered to/pledged by the Trusts on the next business day. Typically, the counterparty is not permitted to sell, re-pledge or use cash and non-cash collateral it receives. A Trust generally agrees not to use non-cash collateral that it receives but may, absent default or certain other circumstances defined in the underlying ISDA Master Agreement, be permitted to use cash collateral received. In such cases, interest may be paid pursuant to the collateral arrangement with the counterparty. To the extent amounts due to the Trusts from the counterparties are not fully collateralized, each Trust bears the risk of loss from counterparty non-performance. Likewise, to the extent the Trusts have delivered collateral to a counterparty and stand ready to perform under the terms of their agreement with such counterparty, each Trust bears the risk of loss from a counterparty in the amount of the value of the collateral in the event the counterparty fails to return such collateral. Based on the terms of agreements, collateral may not be required for all derivative contracts.

For financial reporting purposes, the Trusts do not offset derivative assets and derivative liabilities that are subject to netting arrangements, if any, in the Statements of Assets and Liabilities.

 

6.

INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Advisory: Each Trust entered into an Investment Advisory Agreement with the Manager, the Trusts’ investment adviser and an indirect, wholly-owned subsidiary of BlackRock, Inc. (“BlackRock”), to provide investment advisory and administrative services. The Manager is responsible for the management of each Trust’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of each Trust.

For such services, BGIO pays the Manager a monthly fee at an annual rate equal to 0.60% of the average daily value of the Trust’s managed assets. For purposes of calculating this fee, “managed assets” are determined as total assets of the Trust (including any assets attributable to money borrowed for investment purposes) less the sum of its accrued liabilities (other than money borrowed for investment purposes).

For such services, BKT pays the Manager a monthly fee at an annual rate equal to 0.65% of the average weekly value of the Trust’s net assets. For purposes of calculating this fee, “net assets” means the total assets of the Trust minus the sum of its accrued liabilities (including the aggregate indebtedness constituting financial leverage).

With respect to the BGIO, the Manager entered into separate sub-advisory agreements with each of BlackRock International Limited (“BIL”) and BlackRock (Singapore) Limited (“BRS”) (collectively, the “Sub-Advisers”), each an affiliate of the Manager. With respect to BKT, effective March 2, 2020, the Manager entered into a sub-advisory agreement with BIL, an affiliate of the Manager. The Manager pays BIL and, with respect to BGIO, BRS for services they provide for that portion of each Trust for which BIL and, with respect to BGIO, BRS, as applicable, acts as sub-adviser, a monthly fee that is equal to a percentage of the investment advisory fees paid by each Trust to the Manager.

Administration: BKT has an Administration Agreement with the Manager. The administration fee paid monthly to the Manager is computed at an annual rate of 0.15% of the Trust’s average weekly net assets. For BKT, the Manager may reduce or discontinue these arrangements at any time without notice.

Waivers: With respect to each Trust, the Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees each Trust pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through June 30, 2022. The contractual agreement may be terminated upon 90 days’ notice by a majority of the Independent Trustees, or by a vote of a majority of the outstanding voting securities of a Trust. These amounts are included in fees waived and/or reimbursed by the Manager in the Statements of Operations. For the year ended December 31, 2020, the amounts waived were as follows:

 

 

 
Trust Name   Amounts Waived  

 

 

BGIO

  $ 3,751  

BKT

    6,170  

 

 

The Manager contractually agreed to waive its investment advisory fee with respect to any portion of each Trust’s assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through June 30, 2022. The agreement can be renewed for annual periods thereafter, and may be terminated on 90 days’ notice, each subject to approval by a majority of the Trusts’ Independent Trustees. For the year ended December 31, 2020, there were no fees waived by the Manager pursuant to this arrangement.

Trustees and Officers: Certain trustees and/or officers of the Trusts are directors and/or officers of BlackRock or its affiliates. The Trusts reimburse the Manager for a portion of the compensation paid to the Trust’s Chief Compliance Officer, which is included in Trustees and Officer in the Statements of Operations.

Other Transactions: The Trusts may purchase securities from, or sell securities to, an affiliated fund provided the affiliation is due solely to having a common investment adviser, common officers, or common trustees. For the year ended December 31, 2020, the purchase and sale transactions and any net realized gains (losses) with affiliated funds in compliance with Rule 17a-7 under the 1940 Act were as follows:

 

 

 
Trust Name   Purchases
     Sales
     Net Realized
Gain (Loss)
 

 

 

BGIO

  $ 92,038      $      $  

 

 

 

 

O T E S  T O  I N A N C I A L  T A T E M E N T S

  55


Notes to Financial Statements   (continued)

 

7.

PURCHASES AND SALES

For the year ended December 31, 2020, purchases and sales of investments, including paydowns/payups and mortgage dollar rolls and excluding short-term securities, were as follows:

 

 

 
Trust Name   Purchases        Sales  

 

 

BGIO

  $ 48,877,633        $ 82,654,164  

BKT

    402,422,074          433,303,504  

 

 

For the year ended December 31, 2020, purchases and sales related to mortgage dollar rolls were as follows:    

 

 

 
Trust Name   Purchases      Sales  

 

 

BKT

  $   218,433,366          $   218,678,262  

 

 

 

8.

INCOME TAX INFORMATION

It is each Trust’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is required.

Each Trust files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on each Trust’s U.S. federal tax returns generally remains open for a period of three fiscal years after they are filed. The statutes of limitations on each Trust’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

Management has analyzed tax laws and regulations and their application to the Trusts as of December 31, 2020, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Trusts’ financial statements.

The tax character of distributions paid was as follows:

 

 

 
     Periods                 BGIO        BKT  

 

 

Ordinary income

     12/31/20                 $ 11,599,618        $ 21,525,091  
     12/31/19       13,652,939          18,834,138  

Return of capital

     12/31/20       1,686,651          4,810,355  
     12/31/19                7,501,308  
    

 

 

      

 

 

 

Total

     12/31/20     $ 13,286,269        $ 26,335,446  
    

 

 

      

 

 

 
     12/31/19     $         13,652,939        $                 26,335,446  
    

 

 

      

 

 

 

As of period end, the tax components of accumulated earnings (loss) were as follows:    

 

 

 
     BGIO        BKT  

 

 

Non-expiring capital loss carryforwards(a)

   $ (15,562,507      $ (92,959,362

Net unrealized gains(b)

     3,732,364          26,035,044  

Qualified late-year losses(c)

     (698,907         
  

 

 

      

 

 

 
   $ (12,529,050      $ (66,924,318
  

 

 

      

 

 

 

 

  (a) 

Amounts available to offset future realized capital gains.

 
  (b) 

The difference between book-basis and tax-basis net unrealized gains was attributable primarily to the tax deferral of losses on wash sales and straddles, the realization for tax purposes of unrealized gains/losses on certain futures and foreign currency contracts, the accrual of income on securities in default, dividends recognized for tax purposes, amortization methods for premiums and discounts on fixed income securities, the classification of investments, the accounting for swap agreements, the deferral of compensation to trustees and the timing of distributions.

 
  (c) 

The Trust has elected to defer certain qualified late-year losses and recognize such losses in the next taxable year.

 

As of December 31, 2020, gross unrealized appreciation and depreciation based on cost of investments (including short positions and derivatives, if any) for U.S. federal income tax purposes were as follows:

 

 

 
     BGIO        BKT  

 

 

Tax cost

   $ 228,936,464        $ 583,216,787  
  

 

 

      

 

 

 

Gross unrealized appreciation

   $ 14,576,449        $ 44,808,587  

Gross unrealized depreciation

     (8,551,908        (16,318,199
  

 

 

      

 

 

 

Net unrealized appreciation (depreciation)

   $ 6,024,541        $ 28,490,388  
  

 

 

      

 

 

 

 

9.

PRINCIPAL RISKS

In the normal course of business, certain Trusts invest in securities or other instruments and may enter into certain transactions, and such activities subject each Trust to various risks, including among others, fluctuations in the market (market risk) or failure of an issuer to meet all of its obligations. The value of securities or other instruments may

 

 

56  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Notes to Financial Statements   (continued)

 

also be affected by various factors, including, without limitation: (i) the general economy; (ii) the overall market as well as local, regional or global political and/or social instability; (iii) regulation, taxation or international tax treaties between various countries; or (iv) currency, interest rate and price fluctuations. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the Trusts and their investments.

BGIO will terminate on or about February 28, 2022. BGIO is not a target term fund and thus does not seek to return its initial public offering price of $10.00 per common share upon termination. The final distribution of net assets upon termination may be more than, equal to or less than $10.00 per common share.

Each Trust may invest without limitation in illiquid or less liquid investments or investments in which no secondary market is readily available or which are otherwise illiquid, including private placement securities. A Trust may not be able to readily dispose of such investments at prices that approximate those at which a Trust could sell such investments if they were more widely traded and, as a result of such illiquidity, a Trust may have to sell other investments or engage in borrowing transactions if necessary to raise funds to meet its obligations. Limited liquidity can also affect the market price of investments, thereby adversely affecting a Trust’s net asset value and ability to make dividend distributions. Privately issued debt securities are often of below investment grade quality, frequently are unrated and present many of the same risks as investing in below investment grade public debt securities.

Market Risk: Each Trust may be exposed to prepayment risk, which is the risk that borrowers may exercise their option to prepay principal earlier than scheduled during periods of declining interest rates, which would force each Trust to reinvest in lower yielding securities. Each Trust may also be exposed to reinvestment risk, which is the risk that income from each Trust’s portfolio will decline if each Trust invests the proceeds from matured, traded or called fixed-income securities at market interest rates that are below each Trust portfolio’s current earnings rate.

An outbreak of respiratory disease caused by a novel coronavirus has developed into a global pandemic and has resulted in closing borders, quarantines, disruptions to supply chains and customer activity, as well as general concern and uncertainty. The impact of this pandemic, and other global health crises that may arise in the future, could affect the economies of many nations, individual companies and the market in general in ways that cannot necessarily be foreseen at the present time. This pandemic may result in substantial market volatility and may adversely impact the prices and liquidity of a fund’s investments. The duration of this pandemic and its effects cannot be determined with certainty.

Investment Objective Risk: There is no assurance that BGIO will achieve its investment objective. A variety of circumstances may make it extremely difficult for BGIO to achieve its investment objective. Such circumstances include, but may not be limited to, the existence of an inverted yield curve, a rapid and significant increase in interest rates, a significant decrease in issuer credit quality generally and/or increased defaults, increased volatility in currency markets and/or in currency exchange rates and negative economic, market, political and/or social developments impacting emerging markets. Additionally, the limited term of BGIO may increase the risk that BGIO may not meet its investment objective. A limited term limits the period during which BGIO can generate returns and increases the potential impact that a disruptive market event or one or more of the conditions outlined above could have on BGIO’s annualized returns.

Valuation Risk: The price a Trust could receive upon the sale of any particular portfolio investment may differ from a Trust’s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair valuation technique or a price provided by an independent pricing service. Changes to significant unobservable inputs and assumptions (i.e., publicly traded company multiples, growth rate, time to exit) due to the lack of observable inputs may significantly impact the resulting fair value and therefore a Trust’s results of operations. As a result, the price received upon the sale of an investment may be less than the value ascribed by a Trust, and a Trust could realize a greater than expected loss or lesser than expected gain upon the sale of the investment. A Trust’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third party service providers.

Counterparty Credit Risk: The Trusts may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions, including making timely interest and/or principal payments or otherwise honoring its obligations. The Trusts manage counterparty credit risk by entering into transactions only with counterparties that the Manager believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Trusts to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Trusts’ exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statements of Assets and Liabilities, less any collateral held by the Trusts.

A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

For OTC options purchased, each Trust bears the risk of loss in the amount of the premiums paid plus the positive change in market values net of any collateral held by the Trusts should the counterparty fail to perform under the contracts. Options written by the Trusts do not typically give rise to counterparty credit risk, as options written generally obligate the Trusts, and not the counterparty, to perform. The Trusts may be exposed to counterparty credit risk with respect to options written to the extent each Trust deposits collateral with its counterparty to a written option.

With exchange-traded futures and centrally cleared swaps, there is less counterparty credit risk to the Trusts since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, a Trust does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures and centrally cleared swaps with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Trusts.

Concentration Risk: A diversified portfolio, where this is appropriate and consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within certain Trust’s portfolio are disclosed in its Schedule of Investments.

 

 

O T E S  T O  I N A N C I A L  T A T E M E N T S

  57


Notes to Financial Statements   (continued)

 

Certain Trusts invest a significant portion of their assets in high yield securities. High yield securities that are rated below investment-grade (commonly referred to as “junk bonds”) or are unrated may be deemed speculative, involve greater levels of risk than higher-rated securities of similar maturity and are more likely to default. High yield securities may be issued by less creditworthy issuers, and issuers of high yield securities may be unable to meet their interest or principal payment obligations. High yield securities are subject to extreme price fluctuations, may be less liquid than higher rated fixed-income securities, even under normal economic conditions, and frequently have redemption features.

Certain Trusts invest a significant portion of their assets in fixed-income securities and/or use derivatives tied to the fixed-income markets. Changes in market interest rates or economic conditions may affect the value and/or liquidity of such investments. Interest rate risk is the risk that prices of bonds and other fixed-income securities will increase as interest rates fall and decrease as interest rates rise. The Trusts may be subject to a greater risk of rising interest rates due to the current period of historically low rates.

Certain Trusts invest a significant portion of their assets in securities backed by commercial or residential mortgage loans or in issuers that hold mortgage and other asset-backed securities. When a Trust concentrates its investments in this manner, it assumes a greater risk of prepayment or payment extension by securities issuers. Changes in economic conditions, including delinquencies and/or defaults on assets underlying these securities, can affect the value, income and/or liquidity of such positions. Investment percentages in these securities are presented in the Schedules of Investments.

LIBOR Transition Risk: The United Kingdom’s Financial Conduct Authority announced a phase out of the London Interbank Offered Rate (“LIBOR”) by the end of 2021, and it is expected that LIBOR will cease to be published after that time. The Trusts may be exposed to financial instruments tied to LIBOR to determine payment obligations, financing terms, hedging strategies or investment value. The transition process away from LIBOR might lead to increased volatility and illiquidity in markets for, and reduce the effectiveness of new hedges placed against, instruments whose terms currently include LIBOR. The ultimate effect of the LIBOR transition process on the Trusts is uncertain.

 

10.

CAPITAL SHARE TRANSACTIONS

BGIO is authorized to issue an unlimited number of shares, par value $0.001, all of which were initially classified as Common Shares. BKT is authorized to issue 200 million shares, par value $0.01, all of which were initially classified as Common Shares. Each Board is authorized, however, to reclassify any unissued Common Shares to Preferred Shares without the approval of Common Shareholders.

For the years shown, shares issued and outstanding increased by the following amounts as a result of dividend reinvestment:

 

 

 
Trust Name   

Year Ended

12/31/20

    

Year Ended

12/31/19

 

 

 

BGIO

     

Shares issued from dividend reinvestment

     10,527        7,866  

BKT

     

Shares issued from dividend reinvestment

             

 

 

BKT participates in an open market share repurchase program (the “Repurchase Program”). From December 1, 2019 through November 30, 2020, BKT may repurchase up to 5% of its outstanding common shares under the Repurchase Program, based on common shares outstanding as of the close of business on November 30, 2019, subject to certain conditions. There is no assurance that BKT will purchase shares in any particular amounts.

On September 28, 2020, BKT announced a continuation of its open market share repurchase program. Commencing on December 1, 2020, BKT may repurchase through November 30, 2021, up to 5% of its common shares outstanding as of the close of business on November 30, 2020, subject to certain conditions. There is no assurance that BKT will purchase shares in any particular amounts. For the year ended December 31, 2020, BKT did not repurchase any shares.

As of December 31, 2020, BlackRock HoldCo 2, Inc., an affiliate of the Trusts, owned 17,919 Shares of BGIO.

 

11.

SUBSEQUENT EVENTS

Management’s evaluation of the impact of all subsequent events on the Trusts’ financial statements was completed through the date the financial statements were issued and the following items were noted:

 

     Dividend Per Common Share  

Trust Name

    Paid (a)       Declared (b) 

BGIO

  $ 0.050000     $ 0.050000  

BKT

    0.034400       0.034400  

 

  (a) 

Net investment income dividend paid on January 11, 2021 to Common Shareholders of record on December 31, 2020.

 
  (b) 

Net investment income dividend declared on February 1, 2021, payable to Common Shareholders of record on February 16, 2021.

 

 

 

58  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Trustees/Directors of BlackRock 2022 Global Income Opportunity Trust and BlackRock Income Trust, Inc.:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statements of assets and liabilities of BlackRock 2022 Global Income Opportunity Trust and BlackRock Income Trust, Inc. (the “Funds”), including the schedules of investments, as of December 31, 2020, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for the periods indicated in the table below, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Funds as of December 31, 2020, and the results of their operations and their cash flows for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.

 

Fund   Financial Highlights
BlackRock 2022 Global Income Opportunity Trust   For the three years in the period ended December 31, 2020, and the
period from February 27, 2017 (commencement of operations) through
December 31, 2017
BlackRock Income Trust, Inc   For the two years in the period ended December 31, 2020, the period
from September 1, 2018 through December 31, 2018 and for each of the
three years in the period ended August 31, 2018

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian, agent banks and brokers; when replies were not received from agent banks or brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

Deloitte & Touche LLP

Boston, Massachusetts

February 23, 2021

We have served as the auditor of one or more BlackRock investment companies since 1992.

 

 

E P O R T  O F  N D E P E N D E N T   E G I S T E R E D  U B L I C  C C O U N T I N G   I R M

  59


Important Tax Information  (unaudited)

 

For corporate shareholders, the percentage of ordinary income distributions paid during the fiscal year ended December 31, 2020 that qualified for the dividends-received deduction were as follows:

 

 

Trust Name   Dividends-Received  
Deduction   

 

BGIO

  1.24%

 

The following maximum amounts are hereby designated as qualified dividend income for individuals for the fiscal year ended December 31, 2020:    

 

 

 
Trust Name   Qualified Dividend
Income
 

 

 

BGIO

  $ 490,566  

 

 

For the fiscal year ended December 31, 2020, the Trusts hereby designate the following maximum amounts allowable as interest-related dividends eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations:

 

 

 
Trust Name   Interest-Related
Dividends
 

 

 

BGIO

  $ 5,397,074  

BKT

    21,270,135  

 

 

 

 

60  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Investment Objectives, Policies and Risks

 

Recent Changes

The following information is a summary of certain changes since December 31, 2019. This information may not reflect all of the changes that have occurred since you purchased the relevant Fund.

Effective February 23, 2020, BGIO’s classification changed from non-diversified to diversified.

Except as noted above, during each Trust’s most recent fiscal year, there were no material changes in the Trust’s investment objectives or policies that have not been approved by shareholders or in the principal risk factors associated with investment in the Trust.

Investment Objectives and Policies

BlackRock Income Trust, Inc. (BKT)

The Trust’s investment objective is to manage a portfolio of high-quality securities to achieve both preservation of capital and high monthly income. The Trust will seek to distribute monthly income that is greater than that obtainable on an annualized basis by investment in United States government securities having the same maturity as the weighted average maturity of the Trust’s investments. The Trust’s portfolio is expected to consist primarily of mortgage-backed securities and, to a lesser extent, asset-backed securities.

Mortgage-backed securities are securities that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans secured by real property. There are three basic types of mortgage-backed securities: (i) those issued or guaranteed by the United States government or one of its agencies or instrumentalities, such as the Government National Mortgage Association (“GNMA”), the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”); (ii) those issued by private issuers that are collateralized by securities issued or guaranteed by the United States government or one of its agencies or instrumentalities; and (iii) those issued by private issuers and collateralized by securities without a government guarantee but usually with some form of private credit enhancement.

The Trust will invest at least 65% of its assets in mortgage-backed securities. The balance of the Trust’s assets generally will be invested in asset-backed securities, which have structural characteristics similar to mortgage-backed securities but have underlying assets that are not mortgage loans or interests in mortgage loans. The Trust may also invest in various derivative mortgage-backed and asset-backed securities, such as collateralized mortgage obligations and asset-backed security residual interests and stripped mortgage-backed securities. In addition, for hedging purposes, the Trust may utilize a portion of its assets for certain options, futures, interest rate swaps and related transactions. For purposes of enhancing liquidity and/or preserving capital, the Trust may invest without limit in securities issued by the United States government and its agencies and instrumentalities, or repurchase agreements collateralized by such securities, certificates of deposit, time deposits or bankers’ acceptances of similar quality.

At least 80% of the Trust’s assets will be invested in securities that are (i) issued or guaranteed by the United States government or one of its agencies or instrumentalities or (ii) rated at the time of investment either AAA by S&P Global Ratings (“S&P”) or Aaa by Moody’s Investors Service (“Moody’s”). Securities issued or guaranteed by the United States government or its agencies or instrumentalities are generally considered to be of the same or higher quality than privately issued securities rated AAA or Aaa. No more than 20% of the Trust’s assets will be invested in other securities, all of which will have been determined by BlackRock Advisors, LLC (the “Manager”) to be of comparable credit quality.

The yield characteristics of mortgage-backed and asset-backed securities differ from traditional debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that principal may be prepaid at any time because the underlying mortgage loans or other assets generally may be prepaid at any time. As a result, if the Trust purchases such a security at a premium, a prepayment rate that is faster than expected will reduce yield to maturity, while a prepayment rate that is slower than expected will have the opposite effect of increasing yield to maturity. Conversely, if the Trust purchases these securities at a discount, faster than expected prepayments will increase, while slower than expected prepayments will reduce, yield to maturity. The Trust may also invest in derivative securities such as stripped mortgage-backed securities or residual interests, which generally are more sensitive to changes in prepayment and interest rates. The Manager will seek to manage these risks (and potential benefits) by investing in a variety of such securities and through hedging techniques.

Prepayments on a pool of mortgage loans are influenced by a variety of economic, geographic, social and other factors, including changes in mortgagors’ housing needs, job transfers, unemployment, mortgagors’ net equity in the mortgaged properties and servicing decisions. Generally, however, prepayments on fixed rate mortgage loans will increase during a period of falling interest rates and decrease during a period of rising interest rates. The same factors apply to prepayments on asset-backed securities but the predominant factor in a particular case may be different than in the case of mortgage-backed securities. Accordingly, amounts available for reinvestment by the Trust are likely to be greater during a period of declining interest rates than during a period of rising interest rates.

The Trust’s yield will also be affected by the interest rates on instruments in which the Trust is able to reinvest the proceeds of payments and prepayments. Accelerated prepayments on securities purchased by the Trust at a premium also impose a risk of loss of principal because the premium may not have been fully amortized at the time the principal is repaid in full.

Leverage: The Trust may borrow from time to time, at the Manager’s discretion, for purposes of investment leverage when yields on available investments exceed interest rates and other expenses of related borrowing, or when, in the Manager’s opinion, unusual market conditions otherwise make it advantageous for the Trust to increase its investment capacity.

The Trust may also borrow for emergency purposes, for the payment of dividends or for the clearance of transactions.

The Trust may enter into reverse repurchase agreements.

 

 

N V E S T M E N T  B J E C T I V E S  ,  P O L I C I E S  A N D  I S K S

  61


Investment Objectives, Policies and Risks  (continued)

 

Investment Objectives and Policies (continued)

BlackRock 2022 Global Income Opportunity Trust (BGIO)

The Trust’s investment objective is to seek to distribute a high level of current income and to earn a total return, based on the net asset value (“NAV”) of the Trust’s common shares, that exceeds the return on the Bloomberg Barclays 1-3 Month U.S. Treasury Bill Index by 500 basis points (or 5.00%) on an annualized basis over the life of the Trust, under normal market conditions. Because the total return of the Trust described in the Trust’s investment objective is calculated based on NAV, it is measured after expenses.

There can be no assurances that the Trust’s investment objective will be achieved or that the Trust’s investment program will be successful. A variety of circumstances may make it extremely difficult or impossible for the Trust to achieve its investment objective. Such circumstances include, but may not be limited to, the following:

 

   

The existence of an inverted yield curve.

 

   

A rapid and significant increase in interest rates.

 

   

A significant decrease in issuer credit quality generally and/or increased defaults.

 

   

Increased volatility in currency markets and/or in currency exchange rates.

 

   

Negative economic, market, political and/or social developments impacting emerging markets.

Because the achievement of the Trust’s investment objective is measured on an annualized basis over the life of the Trust, the Trust’s performance may be more or less than the spread over the Bloomberg Barclays 1-3 Month U.S. Treasury Bill Index contained in the Trust’s investment objective during individual annual periods or for any period of time shorter than the life of the Trust. The Trust’s investment objective may be changed by the Board of Trustees without prior shareholder approval.

The Bloomberg Barclays 1-3 Month U.S. Treasury Bill Index includes all publicly issued zero-coupon U.S. Treasury Bills that have a remaining maturity of less than three months and more than one month, are rated investment grade, and have $250 million or more of outstanding face value. In addition, the securities in the Bloomberg Barclays 1-3 Month U.S. Treasury Bill Index must be denominated in U.S. dollars and must be fixed rate and non-convertible. Excluded from the Bloomberg Barclays 1-3 Month U.S. Treasury Bill Index are certain special issues, such as flower bonds, TINs, state and local government series bonds, TIPs, and coupon issues that have been stripped from bonds included in the index. The Bloomberg Barclays 1-3 Month U.S. Treasury Bill Index is market capitalization weighted and the securities in the index are updated on the last business day of each month. The Bloomberg Barclays 1-3 Month U.S. Treasury Bill Index is unmanaged and its performance does not reflect the deduction of any fees, expenses or taxes. It is not possible to invest in an index.

The Trust’s investment policies do not contemplate any meaningful amount of investment in securities that comprise the Bloomberg Barclays 1-3 Month U.S. Treasury Bill Index under normal market conditions; rather, the Trust uses this index as a proxy for a risk-free rate of return that its investment objective seeks to exceed.

The Trust is not promoted, sponsored or endorsed by, nor in any way affiliated with Bloomberg or Barclays. Neither Bloomberg nor Barclays is responsible for and has not reviewed the Trust, this prospectus or any associated literature or publications and neither Bloomberg nor Barclays makes any representation or warranty, express or implied, as to their accuracy, or completeness, or otherwise. Bloomberg and Barclays reserve the right, at any time and without notice, to alter, amend, terminate or in any way change the composition of the Bloomberg Barclays 1-3 Month U.S. Treasury Bill Index. Neither Bloomberg nor Barclays has any obligation to take the needs of the Trust or its shareholders or any other product or person into consideration in determining, composing or calculating the Bloomberg Barclays 1-3 Month U.S. Treasury Bill Index.

Under normal conditions, the Trust will invest at least 80% of its total assets in fixed income securities and will allocate a substantial amount (40% or more under normal market conditions) of its total assets in foreign securities, which may be denominated in any currency. Foreign securities may include securities (i) of foreign government issuers, (ii) of issuers organized or located outside the United States, (iii) of issuers which primarily trade in a market located outside the United States or (iv) of issuers doing a substantial amount of business outside the United States. The Trust considers a company to be doing a substantial amount of business outside of the United States if such company derives at least 50% of its revenue or profits from business outside the United States or has at least 50% of its sales or assets outside the United States. The Trust will allocate its assets among various regions and countries, including the United States (but in no less than three different countries). Additionally, up to 60% of the Trust’s total assets may be invested in the securities of issuers located in emerging market countries. Emerging market countries generally include every nation in the world except the United States, Canada, Japan, Australia, New Zealand and most countries located in Western Europe. These issuers may be subject to risks that do not apply to issuers in larger, more developed countries. The Trust may invest directly in fixed income securities or synthetically through the use of derivatives. For temporary defensive purposes, the Trust may deviate substantially from the allocations described above.

In implementing its investment strategy, the Trust may invest in a variety of fixed income securities, including bonds or other debt securities issued by U.S. or foreign (non-U.S.) corporations or other business entities; mortgage related securities; asset-backed securities; mortgage-backed securities; sovereign debt; U.S. Government and agency securities; loans and loan participations, including senior secured floating rate and fixed rate loans or debt and second lien or other subordinated or unsecured floating rate and fixed rate loans or debt; collateralized debt obligations, which include collateralized bond obligations, collateralized loan obligations and other similarly structured products; municipal securities and derivative instruments with exposure to such securities; and structured instruments. Such fixed income securities may be of any type, including those with fixed, floating or variable interest rates, those with interest rates that change based on multiples of changes in a specified reference interest rate or index of interest rates and those with interest rates that change inversely to changes in interest rates, as well as those that do not bear interest. The Trust may hold securities of any duration or maturity and does not maintain set policies with respect to the average duration or maturity of the Trust’s portfolio.

The Trust may invest any amount of its assets in securities that are rated at the time of investment below investment grade—i.e., “Ba” or “BB” or below by Moody’s Investors Service (“Moody’s), S&P Global Ratings (“S&P”) or Fitch Ratings (“Fitch”), or securities that are judged to be of comparable quality by Blackrock Advisors, LLC Advisor (the “Manager”) or a Sub-Advisor (as defined below). Securities of below investment grade quality are regarded as having predominantly speculative characteristics with respect

 

 

62  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Investment Objectives, Policies and Risks  (continued)

 

Investment Objectives and Policies (continued)

to the issuer’s capacity to pay interest and repay principal, and are commonly referred to as “junk bonds” or “high yield securities.” In the case of securities with split ratings (i.e., a security receiving two different ratings from two different rating agencies), the Trust will apply the higher of the applicable ratings.

The Trust may invest up to 20% of its total assets in securities other than fixed income securities, including equity securities. In this regard, the Manager and BlackRock International Limited (“BIL”) and BlackRock (Singapore) Limited (“BSL” and together with BRIL, the “Sub-Advisors”) have the flexibility to allocate up to 20% of the Trust’s total assets across various segments of the securities markets and may focus on particular countries, regions, asset classes and sectors to the exclusion of others at any time and from time to time. The Trust’s allocation of its investments across various segments of the securities markets and various countries, regions, asset classes and sectors may vary significantly over time based on the Manager’s or a Sub-Advisor’s analysis and judgment.

The Trust may enter into any type of derivatives transaction. The Trust may purchase and sell futures contracts, enter into various interest rate transactions such as swaps, caps, floors or collars, currency transactions such as currency forward contracts, currency futures contracts, currency swaps or options on currency or currency futures and swap contracts (including, but not limited to, credit default swaps) and may purchase and sell exchange-listed and over-the-counter put and call options on securities and swap contracts, financial indices and futures contracts and use other derivative instruments or management techniques (collectively, “Strategic Transactions”). The Trust may use Strategic Transactions for Hedging Purposes without limit; however, the Trust will limit its use of Strategic Transactions for Investment Purposes to no more than 25% of its Managed Assets. Solely for purposes of this investment policy, (a) “Hedging Purposes” means the use of a Strategic Transaction for duration management and other risk management purposes, including to attempt to protect against possible changes in the market value of the Trust’s portfolio resulting from trends in the securities markets and changes in interest rates or to protect the Trust’s unrealized gains in the value of its portfolio securities, to facilitate the sale of portfolio securities for investment purposes or to establish a position in the securities markets as a temporary substitute for purchasing particular securities, and (b) “Investment Purposes” means the use of a Strategic Transaction to enhance income or gain. The forgoing limit on the Trust’s use of Strategic Transactions for Investment Purposes will not apply during the six months preceding February 28, 2022 (the “Termination Date”) or following the adoption of a plan of liquidation, whichever is earlier. Additionally, the Trust may, without limit, enter into any type of Strategic Transaction for the purpose or effect of creating investment leverage to the maximum extent permitted by Securities and Exchange Commission (“SEC”) and/or SEC staff rules, guidance or positions.

The Trust may also invest in privately placed or restricted securities (including in Rule 144A securities, which are privately placed securities purchased by qualified institutional buyers), illiquid securities and securities in which no secondary market is readily available, including those of private companies.

The Trust may also invest in securities of other open- or closed-end investment companies, including exchange-traded funds and business development companies, subject to applicable regulatory limits, that invest primarily in securities the types of which the Trust may invest directly. The Trust will classify its investments in such investment companies for purposes of its investment policies based upon such investment companies’ stated investment objectives, policies and restrictions.

The Trust will not invest more than 15% of its total assets in CDOs.

Leverage: The Trust will use leverage to seek to achieve its investment objective. The Trust’s use of leverage may increase or decrease from time to time in its discretion and the Trust may, in the future, determine not to use leverage. The Trust may use leverage by investing in reverse repurchase agreements or other derivative instruments with leverage embedded in them, by borrowing funds from banks or other financial institutions and/or by issuing preferred shares.

The Trust may enter into “dollar roll” transactions.

The Trust may also borrow money as a temporary measure for extraordinary or emergency purposes, including the payment of dividends and the settlement of securities transactions which otherwise might require untimely dispositions of Trust securities.

Risk Factors

This section contains a discussion of the general risks of investing in each Trust. The net asset value and market price of, and dividends paid on, the common shares will fluctuate with and be affected by, among other things, the risks more fully described below. As with any fund, there can be no guarantee that a Trust will meet its investment objective or that the Trust’s performance will be positive for any period of time. Each risk noted below is applicable to each Trust unless the specific Trust is noted in a parenthetical.

Limited Term Risk (BGIO): In accordance with its Agreement and Declaration of Trust, dated as of November 29, 2016 and as amended from time to time, the Trust will terminate at the close of business on the Termination Date. The Board of Trustees of the Trust (the “Board”) may terminate the Trust, without shareholder approval, prior to the Termination Date; however, the Board does not intend to terminate the Trust earlier than August 31, 2021. The Board may also, without shareholder approval, extend the Termination Date by up to six months to a date on or before August 31, 2022 (which date shall then become the Termination Date). The Trust is not a target term fund and thus does not seek to return its initial public offering price of $10 per common share upon termination. As the assets of the Trust will be liquidated in connection with its termination, the Trust may be required to sell portfolio securities when it otherwise would not, including at times when market conditions are not favorable, which may cause the Trust to lose money. As the Trust approaches its Termination Date, the portfolio composition of the Trust may change, which may cause the Trust’s returns to decrease and the market price of the common shares to fall. Rather than reinvesting proceeds received from sales of or payments received in respect of portfolio securities, the Trust may distribute such proceeds in one or more liquidating distributions prior to the final liquidation, which may cause the Trust’s fixed expenses to increase when expressed as a percentage of net assets attributable to common shares, or the Trust may invest the proceeds in lower yielding securities or hold the proceeds in cash or cash equivalents, which may adversely affect the performance of the Trust. The final distribution of net assets upon termination may be more than, equal to or less than $10 per common share. Because the Trust may adopt a plan of liquidation and make liquidating distributions in advance of the Termination Date, the total value of the Trust’s assets returned to common shareholders upon termination will be impacted by decisions of the Board and Trust management regarding the timing of adopting a plan of liquidation and making liquidating distributions. This may result in common shareholders receiving liquidating distributions with a value more or less than the value that would have been received if the Trust had liquidated all of its assets on the Termination Date, or any other potential target date for liquidating referenced in this prospectus, and distributed the proceeds thereof to common shareholders.

 

 

N V E S T M E N T  B J E C T I V E S  ,  P O L I C I E S  A N D  I S K S

  63


Investment Objectives, Policies and Risks  (continued)

 

Risk Factors (continued)

Investment and Market Discount Risk: An investment in the Trust’s common shares is subject to investment risk, including the possible loss of the entire amount that you invest. As with any stock, the price of the Trust’s common shares will fluctuate with market conditions and other factors. If shares are sold, the price received may be more or less than the original investment. Common shares are designed for long-term investors and the Trust should not be treated as a trading vehicle. Shares of closed-end management investment companies frequently trade at a discount from their net asset value. This risk is separate and distinct from the risk that the Trust’s net asset value could decrease as a result of its investment activities. At any point in time an investment in the Trust’s common shares may be worth less than the original amount invested, even after taking into account distributions paid by the Trust. During periods in which the Trust may use leverage, the Trust’s investment, market discount and certain other risks will be magnified.

Debt Securities Risk: Debt securities, such as bonds, involve interest rate risk, credit risk, extension risk, and prepayment risk, among other things.

 

   

Interest rate risk — The market value of bonds and other fixed-income securities changes in response to interest rate changes and other factors. Interest rate risk is the risk that prices of bonds and other fixed-income securities will increase as interest rates fall and decrease as interest rates rise.

 

   

The Trust may be subject to a greater risk of rising interest rates due to the current period of historically low rates. For example, if interest rates increase by 1%, assuming a current portfolio duration of ten years, and all other factors being equal, the value of the Trust’s investments would be expected to decrease by 10%. The magnitude of these fluctuations in the market price of bonds and other fixed-income securities is generally greater for those securities with longer maturities. Fluctuations in the market price of the Trust’s investments will not affect interest income derived from instruments already owned by the Trust, but will be reflected in the Trust’s net asset value. The Trust may lose money if short-term or long-term interest rates rise sharply in a manner not anticipated by Trust management.

 

   

To the extent the Trust invests in debt securities that may be prepaid at the option of the obligor (such as mortgage-backed securities), the sensitivity of such securities to changes in interest rates may increase (to the detriment of the Trust) when interest rates rise. Moreover, because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of the Trust to the extent that it invests in floating rate debt securities.

 

   

These basic principles of bond prices also apply to U.S. Government securities. A security backed by the “full faith and credit” of the U.S. Government is guaranteed only as to its stated interest rate and face value at maturity, not its current market price. Just like other fixed-income securities, government-guaranteed securities will fluctuate in value when interest rates change.

 

   

A general rise in interest rates has the potential to cause investors to move out of fixed-income securities on a large scale, which may increase redemptions from funds that hold large amounts of fixed-income securities. Heavy redemptions could cause the Trust to sell assets at inopportune times or at a loss or depressed value and could hurt the Trust’s performance.

 

   

Credit risk — Credit risk refers to the possibility that the issuer of a debt security (i.e., the borrower) will not be able to make payments of interest and principal when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Trust’s investment in that issuer. The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation.

 

   

Extension risk — When interest rates rise, certain obligations will be paid off by the obligor more slowly than anticipated, causing the value of these obligations to fall.

 

   

Prepayment risk — When interest rates fall, certain obligations will be paid off by the obligor more quickly than originally anticipated, and the Trust may have to invest the proceeds in securities with lower yields.

Yield and Ratings Risk: The yields on debt obligations are dependent on a variety of factors, including general market conditions, conditions in the particular market for the obligation, the financial condition of the issuer, the size of the offering, the maturity of the obligation and the ratings of the issue. The ratings of Moody’s, S&P and Fitch, represent their respective opinions as to the quality of the obligations they undertake to rate. Ratings, however, are general and are not absolute standards of quality. Consequently, obligations with the same rating, maturity and interest rate may have different market prices. Subsequent to its purchase by the Trust, a rated security may cease to be rated. The Manager will consider such an event in determining whether the Trust should continue to hold the security.

Mortgage- and Asset-Backed Securities Risk: Mortgage- and asset-backed securities represent interests in “pools” of mortgages or other assets, including consumer loans or receivables held in trust. Mortgage- and asset-backed securities are subject to credit, interest rate, prepayment and extension risks. These securities also are subject to risk of default on the underlying mortgage or asset, particularly during periods of economic downturn. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-backed securities.

U.S. Government Mortgage-Related Securities Risk: There are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities that they issue. Mortgage-related securities guaranteed by GNMA are guaranteed as to the timely payment of principal and interest by GNMA and such guarantee is backed by the full faith and credit of the United States. GNMA securities also are supported by the right of GNMA to borrow funds from the U.S. Treasury to make payments under its guarantee. Mortgage-related securities issued by Fannie Mae or Freddie Mac are solely the obligations of Fannie Mae or Freddie Mac, as the case may be, and are not backed by or entitled to the full faith and credit of the United States but are supported by the right of the issuer to borrow from the Treasury.

Derivatives Risk: The Trust’s use of derivatives may increase its costs, reduce the Trust’s returns and/or increase volatility. Derivatives involve significant risks, including:

 

   

Volatility risk — Volatility is defined as the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. A risk of the Trust’s use of derivatives is that the fluctuations in their values may not correlate with the overall securities markets.

 

 

64  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Investment Objectives, Policies and Risks  (continued)

 

Risk Factors (continued)

   

Counterparty risk — Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation.

 

   

Market and illiquidity risk — The possible lack of a liquid secondary market for derivatives and the resulting inability of the Trust to sell or otherwise close a derivatives position could expose the Trust to losses and could make derivatives more difficult for the Trust to value accurately.

 

   

Valuation risk — Valuation may be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them.

 

   

Hedging risk — Hedges are sometimes subject to imperfect matching between the derivative and the underlying security, and there can be no assurance that the Trust’s hedging transactions will be effective. The use of hedging may result in certain adverse tax consequences.

 

   

Tax risk — Certain aspects of the tax treatment of derivative instruments, including swap agreements and commodity-linked derivative instruments, are currently unclear and may be affected by changes in legislation, regulations or other legally binding authority. Such treatment may be less favorable than that given to a direct investment in an underlying asset and may adversely affect the timing, character and amount of income the Trust realizes from its investments.

 

   

Regulatory risk — Derivative contracts, including, without limitation, swaps, currency forwards and non-deliverable forwards, are subject to regulation under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) in the United States and under comparable regimes in Europe, Asia and other non-U.S. jurisdictions. Under the Dodd-Frank Act, certain derivatives are subject to margin requirements and swap dealers are required to collect margin from the Trust with respect to such derivatives. Specifically, regulations are now in effect that require swap dealers to post and collect variation margin (comprised of specified liquid instruments and subject to a required haircut) in connection with trading of over-the-counter (“OTC”) swaps with the Trust. Shares of investment companies (other than certain money market funds) may not be posted as collateral under these regulations. Requirements for posting of initial margin in connection with OTC swaps will be phased-in through at least 2021. In addition, regulations adopted by global prudential regulators that are now in effect require certain bank-regulated counterparties and certain of their affiliates to include in certain financial contracts, including many derivatives contracts, terms that delay or restrict the rights of counterparties, such as the Trust, to terminate such contracts, foreclose upon collateral, exercise other default rights or restrict transfers of credit support in the event that the counterparty and/or its affiliates are subject to certain types of resolution or insolvency proceedings. The implementation of these requirements with respect to derivatives, as well as regulations under the Dodd-Frank Act regarding clearing, mandatory trading and margining of other derivatives, may increase the costs and risks to the Trust of trading in these instruments and, as a result, may affect returns to investors in the Trust.

On October 28, 2020, the Securities and Exchange Commission (the “SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). The Trust will be required to implement and comply with Rule 18f-4 by August 19, 2022. Once implemented, Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940, treat derivatives as senior securities so that a failure to comply with the limits would result in a statutory violation and require funds whose use of derivatives is more than a limited specified exposure amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager.

Foreign Securities Risk (BGIO): Foreign investments often involve special risks not present in U.S. investments that can increase the chances that the Trust will lose money. These risks include:

 

   

The Trust generally holds its foreign securities and cash in foreign banks and securities depositories, which may be recently organized or new to the foreign custody business and may be subject to only limited or no regulatory oversight.

 

   

Changes in foreign currency exchange rates can affect the value of the Trust’s portfolio.

 

   

The economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position.

 

   

The governments of certain countries may prohibit or impose substantial restrictions on foreign investments in their capital markets or in certain industries.

 

   

Many foreign governments do not supervise and regulate stock exchanges, brokers and the sale of securities to the same extent as does the United States and may not have laws to protect investors that are comparable to U.S. securities laws.

 

   

Settlement and clearance procedures in certain foreign markets may result in delays in payment for or delivery of securities not typically associated with settlement and clearance of U.S. investments.

 

   

The Trust’s claims to recover foreign withholding taxes may not be successful, and if the likelihood of recovery of foreign withholding taxes materially decreases, due to, for example, a change in tax regulation or approach in the foreign country, accruals in the Trust’s net asset value for such refunds may be written down partially or in full, which will adversely affect the Trust’s net asset value.

 

   

The European financial markets have recently experienced volatility and adverse trends due to concerns about economic downturns in, or rising government debt levels of, several European countries. These events may spread to other countries in Europe. These events may affect the value and liquidity of certain of the Trust’s investments.

Emerging Markets Risk (BGIO): Emerging markets are riskier than more developed markets because they tend to develop unevenly and may never fully develop. Investments in emerging markets may be considered speculative. Emerging markets are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, many emerging securities markets have far lower trading volumes and less liquidity than developed markets.

 

 

N V E S T M E N T  B J E C T I V E S  ,  P O L I C I E S  A N D  I S K S

  65


Investment Objectives, Policies and Risks  (continued)

 

Risk Factors (continued)

Sovereign Debt Risk (BGIO): Sovereign debt instruments are subject to the risk that a governmental entity may delay or refuse to pay interest or repay principal on its sovereign debt, due, for example, to cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of the governmental entity’s debt position in relation to the economy or the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies.

Junk Bonds Risk (BGIO): Although junk bonds generally pay higher rates of interest than investment grade bonds, junk bonds are high risk investments that are considered speculative and may cause income and principal losses for the Trust.

Unrated Securities Risk (BGIO): Because the Trust may purchase securities that are not rated by any rating organization, the Manager or a Sub-Advisor may, after assessing their credit quality, internally assign ratings to certain of those securities in categories similar to those of rating organizations. Some unrated securities may not have an active trading market or may be difficult to value, which means the Trust might have difficulty selling them promptly at an acceptable price. To the extent that the Trust invests in unrated securities, the Trust’s ability to achieve its investment objective will be more dependent on the Manager’s or a Sub-Advisor’s credit analysis than would be the case when the Trust invests in rated securities.

Risks of Loan Assignments and Participations (BGIO): As the purchaser of an assignment, the Fund typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, the Fund may not be able unilaterally to enforce all rights and remedies under the loan and with regard to any associated collateral. Because assignments may be arranged through private negotiations between potential assignees and potential assignors, the rights and obligations acquired by the Fund as the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender. In addition, if the loan is foreclosed, the Fund could become part owner of any collateral and could bear the costs and liabilities of owning and disposing of the collateral. The Fund may be required to pass along to a purchaser that buys a loan from the Fund by way of assignment a portion of any fees to which the Fund is entitled under the loan. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and the Fund may not directly benefit from any collateral supporting the loan in which it has purchased the participation. As a result, the Fund will be subject to the credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling a participation, the Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.

Senior Loans Risk (BGIO): There is less readily available, reliable information about most senior loans than is the case for many other types of securities. An economic downturn generally leads to a higher non-payment rate, and a senior loan may lose significant value before a default occurs. Moreover, any specific collateral used to secure a senior loan may decline in value or become illiquid, which would adversely affect the senior loan’s value. No active trading market may exist for certain senior loans, which may impair the ability of the Trust to realize full value in the event of the need to sell a senior loan and which may make it difficult to value senior loans. Although senior loans in which the Trust will invest generally will be secured by specific collateral, there can be no assurance that liquidation of such collateral would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal or that such collateral could be readily liquidated. To the extent that a senior loan is collateralized by stock in the borrower or its subsidiaries, such stock may lose all of its value in the event of the bankruptcy of the borrower. Uncollateralized senior loans involve a greater risk of loss.

Second Lien Loans Risk (BGIO): Second lien loans generally are subject to similar risks as those associated with investments in senior loans. Because second lien loans are subordinated or unsecured and thus lower in priority of payment to senior loans, they are subject to the additional risk that the cash flow of the borrower and property securing the loan or debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior secured obligations of the borrower.

Collateralized Debt Obligations (BGIO): In addition to the typical risks associated with fixed-income securities and asset-backed securities, collateralized debt obligations (“CDOs”), including collateralized loan obligations, carry additional risks including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the risk that the collateral may default or decline in value or be downgraded, if rated by a nationally recognized statistical rating organization; (iii) the Trust may invest in tranches of CDOs that are subordinate to other tranches; (iv) the structure and complexity of the transaction and the legal documents could lead to disputes among investors regarding the characterization of proceeds; (v) the investment return achieved by the Trust could be significantly different than those predicted by financial models; (vi) the lack of a readily available secondary market for CDOs; (vii) the risk of forced “fire sale” liquidation due to technical defaults such as coverage test failures; and (viii) the CDO’s manager may perform poorly.

Municipal Securities Risks (BGIO): Municipal securities risks include the ability of the issuer to repay the obligation, the relative lack of information about certain issuers of municipal securities, and the possibility of future legislative changes which could affect the market for and value of municipal securities. These risks include:

 

   

General obligation bonds risks — Timely payments depend on the issuer’s credit quality, ability to raise tax revenues and ability to maintain an adequate tax base.

 

   

Revenue bonds risks — These payments depend on the money earned by the particular facility or class of facilities, or the amount of revenues derived from another source.

 

   

Private activity bonds risks — Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise. The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its faith, credit and taxing power for repayment.

 

   

Moral obligation bonds risks — Moral obligation bonds are generally issued by special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality.

 

   

Municipal notes risks — Municipal notes are shorter term municipal debt obligations. If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and the Fund may lose money.

 

   

Municipal lease obligations risks — In a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation. Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased property.

 

 

66  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Investment Objectives, Policies and Risks  (continued)

 

Risk Factors (continued)

   

Tax-exempt status risk — The Fund and its investment manager will rely on the opinion of issuers’ bond counsel and, in the case of derivative securities, sponsors’ counsel, on the tax-exempt status of interest on municipal bonds and payments under derivative securities. Neither the Fund nor its investment manager will independently review the bases for those tax opinions, which may ultimately be determined to be incorrect and subject the Fund and its shareholders to substantial tax liabilities.

Structured Products Risk (BGIO): Holders of structured products bear risks of the underlying investments, index or reference obligation and are subject to counterparty risk. The Fund may have the right to receive payments only from the structured product, and generally does not have direct rights against the issuer or the entity that sold the assets to be securitized. Certain structured products may be thinly traded or have a limited trading market. In addition to the general risks associated with debt securities discussed herein, structured products carry additional risks, including, but not limited to: the possibility that distributions from collateral securities will not be adequate to make interest or other payments; the quality of the collateral may decline in value or default; and the possibility that the structured products are subordinate to other classes. Structured notes are based upon the movement of one or more factors, including currency exchange rates, interest rates, reference bonds and stock indices, and changes in interest rates and impact of these factors may cause significant price fluctuations. Additionally, changes in the reference instrument or security may cause the interest rate on the structured note to be reduced to zero.

Variable and Floating Rate Instrument Risk (BGIO): Variable and floating rate securities provide for periodic adjustment in the interest rate paid on the securities. These securities may be subject to greater illiquidity risk than other fixed income securities, meaning the absence of an active market for these securities could make it difficult for the Fund to dispose of them at any given time.

Equity Securities Risk (BGIO): Stock markets are volatile. The price of equity securities fluctuates based on changes in a company’s financial condition and overall market and economic conditions.

Investment Companies and ETFs Risk (BGIO): Subject to the limitations set forth in the Investment Company Act of 1940, as amended, or as otherwise limited by the SEC, the Trust may acquire shares in other investment companies and in exchange-traded funds (“ETFs”), some of which may be affiliated investment companies. These investment companies and ETFs will generally have investment exposure to the commodities markets which may subject them to greater volatility than investments in traditional securities. The market value of the shares of other investment companies and ETFs may differ from their net asset value. As an investor in investment companies and ETFs, the Trust would bear its ratable share of that entity’s expenses, including its investment advisory and administration fees, while continuing to pay its own advisory and administration fees and other expenses (to the extent not offset by the Manager through waivers). As a result, shareholders will be absorbing duplicate levels of fees with respect to investments in other investment companies and ETFs (to the extent not offset by the Manager through waivers).

The securities of other investment companies and ETFs in which the Trust may invest may be leveraged. As a result, the Trust may be indirectly exposed to leverage through an investment in such securities. An investment in securities of other investment companies and ETFs that use leverage may expose the Trust to higher volatility in the market value of such securities and the possibility that the Trust’s long-term returns on such securities (and, indirectly, the long-term returns of shares of the Trust) will be diminished.

As with other investments, investments in other investment companies, including ETFs, are subject to market and selection risk. To the extent the Trust is held by an affiliated fund, the ability of the Trust itself to hold other investment companies may be limited.

U.S. Government Obligations Risk: Certain securities in which the Trust may invest, including securities issued by certain U.S. Government agencies and U.S. Government sponsored enterprises, are not guaranteed by the U.S. Government or supported by the full faith and credit of the United States.

Repurchase Agreements and Purchase and Sale Contracts Risk (BKT): If the other party to a repurchase agreement or purchase and sale contract defaults on its obligation under the agreement, the Trust may suffer delays and incur costs or lose money in exercising its rights under the agreement. If the seller fails to repurchase the security in either situation and the market value of the security declines, the Trust may lose money.

Leverage Risk: The Trust utilizes leverage for investment purposes by entering into reverse repurchase agreements, derivative instruments with leverage embedded in them, and, if applicable, dollar rolls. The Trust’s use of leverage may increase or decrease from time to time in its discretion and the Trust may, in the future, determine not to use leverage.

The use of leverage creates an opportunity for increased common share net investment income dividends, but also creates risks for the holders of common shares. The Trust cannot assure you that the use of leverage will result in a higher yield on the common shares. Any leveraging strategy the Trust employs may not be successful.

Leverage involves risks and special considerations for common shareholders, including:

 

   

the likelihood of greater volatility of net asset value, market price and dividend rate of the common shares than a comparable portfolio without leverage;

 

   

the risk that fluctuations in interest rates or dividend rates on any leverage that the Trust must pay will reduce the return to the common shareholders;

 

   

the effect of leverage in a declining market, which is likely to cause a greater decline in the net asset value of the common shares than if the Trust were not leveraged, which may result in a greater decline in the market price of the common shares;

 

   

leverage may increase operating costs, which may reduce total return.

Any decline in the net asset value of the Trust’s investments will be borne entirely by the holders of common shares. Therefore, if the market value of the Trust’s portfolio declines, leverage will result in a greater decrease in net asset value to the holders of common shares than if the Trust were not leveraged. This greater net asset value decrease will also tend to cause a greater decline in the market price for the common shares.

 

 

N V E S T M E N T  B J E C T I V E S  ,  P O L I C I E S  A N D  I S K S

  67


Investment Objectives, Policies and Risks  (continued)

 

Risk Factors (continued)

Reverse Repurchase Agreements Risk: Reverse repurchase agreements involve the sale of securities held by the Trust with an agreement to repurchase the securities at an agreed-upon price, date and interest payment. Reverse repurchase agreements involve the risk that the other party may fail to return the securities in a timely manner or at all. The Trust could lose money if it is unable to recover the securities and the value of the collateral held by the Trust, including the value of the investments made with cash collateral, is less than the value of the securities. These events could also trigger adverse tax consequences for the Trust. In addition, reverse repurchase agreements involve the risk that the interest income earned in the investment of the proceeds will be less than the interest expense.

Illiquid Investments Risk: The Trust may invest without limitation in illiquid or less liquid investments or investments in which no secondary market is readily available or which are otherwise illiquid, including private placement securities. The Trust may not be able to readily dispose of such investments at prices that approximate those at which the Trust could sell such investments if they were more widely traded and, as a result of such illiquidity, the Trust may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. Limited liquidity can also affect the market price of investments, thereby adversely affecting the Trust’s net asset value and ability to make dividend distributions. The financial markets in general, and certain segments of the mortgage-related securities markets in particular, have in recent years experienced periods of extreme secondary market supply and demand imbalance, resulting in a loss of liquidity during which market prices were suddenly and substantially below traditional measures of intrinsic value. During such periods, some investments could be sold only at arbitrary prices and with substantial losses. Periods of such market dislocation may occur again at any time. Privately issued debt securities are often of below investment grade quality, frequently are unrated and present many of the same risks as investing in below investment grade public debt securities.

Market Risk and Selection Risk: Market risk is the risk that one or more markets in which the Trust invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. The value of a security or other asset may decline due to changes in general market conditions, economic trends or events that are not specifically related to the issuer of the security or other asset, or factors that affect a particular issuer or issuers, exchange, country, group of countries, region, market, industry, group of industries, sector or asset class. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues like pandemics or epidemics, recessions, or other events could have a significant impact on the Trust and its investments. Selection risk is the risk that the securities selected by Trust management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money.

A recent outbreak of an infectious coronavirus has developed into a global pandemic that has resulted in numerous disruptions in the market and has had significant economic impact leaving general concern and uncertainty. The impact of this coronavirus, and other epidemics and pandemics that may arise in the future, could affect the economies of many nations, individual companies and the market in general ways that cannot necessarily be foreseen at the present time.

 

 

68  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Automatic Dividend Reinvestment Plan

 

Pursuant to BGIO and BKT’s Dividend Reinvestment Plan (the “Reinvestment Plan”), Common Shareholders are automatically enrolled to have all distributions of dividends and capital gains and other distributions reinvested by Computershare Trust Company, N.A. (the “Reinvestment Plan Agent”) in the respective Trust’s Common Shares pursuant to the Reinvestment Plan. Shareholders who do not participate in the Reinvestment Plan will receive all distributions in cash paid by check and mailed directly to the shareholders of record (or if the shares are held in street name or other nominee name, then to the nominee) by the Reinvestment Plan Agent, which serves as agent for the shareholders in administering the Reinvestment Plan.

After BGIO and BKT declare a dividend or determine to make a capital gain or other distribution, the Reinvestment Plan Agent will acquire shares for the participants’ accounts, depending upon the following circumstances, either (i) through receipt of unissued but authorized shares from the Trusts (“newly issued shares”) or (ii) by purchase of outstanding shares on the open market or on the Trust’s primary exchange (“open-market purchases”). If, on the dividend payment date, the net asset value per share (“NAV”) is equal to or less than the market price per share plus estimated brokerage commissions (such condition often referred to as a “market premium”), the Reinvestment Plan Agent will invest the dividend amount in newly issued shares acquired on behalf of the participants. The number of newly issued shares to be credited to each participant’s account will be determined by dividing the dollar amount of the dividend by the NAV on the date the shares are issued. However, if the NAV is less than 95% of the market price on the dividend payment date, the dollar amount of the dividend will be divided by 95% of the market price on the dividend payment date. If, on the dividend payment date, the NAV is greater than the market price per share plus estimated brokerage commissions (such condition often referred to as a “market discount”), the Reinvestment Plan Agent will invest the dividend amount in shares acquired on behalf of the participants in open-market purchases. If the Reinvestment Plan Agent is unable to invest the full dividend amount in open-market purchases, or if the market discount shifts to a market premium during the purchase period, the Reinvestment Plan Agent will invest any un-invested portion in newly issued shares. Investments in newly issued shares made in this manner would be made pursuant to the same process described above and the date of issue for such newly issued shares will substitute for the dividend payment date.

You may elect not to participate in the Reinvestment Plan and to receive all dividends in cash by contacting the Reinvestment Plan Agent, at the address set forth below.

Participation in the Reinvestment Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Reinvestment Plan Agent prior to the dividend record date. Additionally, the Reinvestment Plan Agent seeks to process notices received after the record date but prior to the payable date and such notices often will become effective by the payable date. Where late notices are not processed by the applicable payable date, such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution.

The Reinvestment Plan Agent’s fees for the handling of the reinvestment of distributions will be paid by each Trust. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Reinvestment Plan Agent’s open-market purchases in connection with the reinvestment of all distributions. The automatic reinvestment of all distributions will not relieve participants of any U.S. federal, state or local income tax that may be payable on such dividends or distributions.

Each Trust reserves the right to amend or terminate the Reinvestment Plan. There is no direct service charge to participants in the Reinvestment Plan; however, each Trust reserves the right to amend the Reinvestment Plan to include a service charge payable by the participants. Participants in that request a sale of shares are subject to a $2.50 sales fee and a $0.15 per share sold brokerage commission fee. All correspondence concerning the Reinvestment Plan should be directed to Computershare Trust Company, N.A. through the internet at computershare.com/blackrock, or in writing to Computershare, P.O. Box 505000, Louisville, KY 40233, Telephone: (800) 699-1236. Overnight correspondence should be directed to the Reinvestment Plan Agent at Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40202.

 

 

U T O M A T I C  I V I D E N D  E I N V E S T M E N T  L A N

 

  69


Trustee and Officer Information  

 

Independent Trustees(a)
         

Name

Year of Birth(b)

  

Position(s) Held

(Length of Service)(c)

   Principal Occupation(s) During Past Five Years   

Number of BlackRock-Advised

Registered Investment Companies

(“RICs”) Consisting of

Investment Portfolios

(“Portfolios”) Overseen

  

Public Company

and Other

Investment

Company

Directorships Held

During

Past Five Years

Richard E. Cavanagh
1946
   Co-Chair of the Board and Trustee
(Since 2007)
   Director, The Guardian Life Insurance Company of America since 1998; Board Chair, Volunteers of America (a not-for-profit organization) from 2015 to 2018 (board member since 2009); Director, Arch Chemicals (chemical and allied products) from 1999 to 2011; Trustee, Educational Testing Service from 1997 to 2009 and Chairman thereof from 2005 to 2009; Senior Advisor, The Fremont Group since 2008 and Director thereof since 1996; Faculty Member/Adjunct Lecturer, Harvard University since 2007 and Executive Dean from 1987 to 1995; President and Chief Executive Officer, The Conference Board, Inc. (global business research organization) from 1995 to 2007.    84 RICs consisting of 108 Portfolios    None
Karen P. Robards
1950
   Co-Chair of the Board and Trustee
(Since 2007)
   Principal of Robards & Company, LLC (consulting and private investing) since 1987; Co-founder and Director of the Cooke Center for Learning and Development (a not-for-profit organization) since 1987; Director of Enable Injections, LLC (medical devices) since 2019; Investment Banker at Morgan Stanley from 1976 to 1987.    84 RICs consisting of 108 Portfolios    Greenhill & Co., Inc.; AtriCure, Inc. (medical devices) from 2000 until 2017
Michael J. Castellano
1946
   Trustee
(Since 2011)
   Chief Financial Officer of Lazard Group LLC from 2001 to 2011; Chief Financial Officer of Lazard Ltd from 2004 to 2011; Director, Support Our Aging Religious (non-profit) from 2009 to June 2015 and from 2017 to September 2020; Director, National Advisory Board of Church Management at Villanova University since 2010; Trustee, Domestic Church Media Foundation since 2012; Director, CircleBlack Inc. (financial technology company) from 2015 to July 2020.    84 RICs consisting of 108 Portfolios    None
Cynthia L. Egan
1955
   Trustee
(Since 2016)
   Advisor, U.S. Department of the Treasury from 2014 to 2015; President, Retirement Plan Services, for T. Rowe Price Group, Inc. from 2007 to 2012; executive positions within Fidelity Investments from 1989 to 2007.    84 RICs consisting of 108 Portfolios    Unum (insurance); The Hanover Insurance Group (Board Chair) (insurance); Huntsman Corporation (chemical products); Envestnet (investment platform) from 2013 until 2016
Frank J.
Fabozzi(d)
1948
   Trustee
(Since 2007)
   Editor of The Journal of Portfolio Management since 1986; Professor of Finance, EDHEC Business School (France) since 2011; Visiting Professor, Princeton University for the 2013 to 2014 academic year and Spring 2017 semester; Professor in the Practice of Finance, Yale University School of Management from 1994 to 2011 and currently a Teaching Fellow in Yale’s Executive Programs; Board Member, BlackRock Equity-Liquidity Funds from 2014 to 2016; affiliated professor Karlsruhe Institute of Technology from 2008 to 2011; Visiting Professor, Rutgers University for the Spring 2019 semester; Visiting Professor, New York University for the 2019 academic year.    85 RICs consisting of 109 Portfolios    None

 

 

70  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


 

Trustee and Officer Information  (continued)

 

Independent Trustees(a) (continued)
         

Name

Year of Birth(b)

  

Position(s) Held

(Length of Service)(c)

   Principal Occupation(s) During Past Five Years   

Number of BlackRock-Advised

Registered Investment Companies

(“RICs”) Consisting of

Investment Portfolios

(“Portfolios”) Overseen

  

Public Company

and Other

Investment

Company

Directorships Held

During

Past Five Years

R. Glenn Hubbard
1958
   Trustee
(Since 2007)
   Dean, Columbia Business School from 2004 to 2019; Faculty member, Columbia Business School since 1988.    84 RICs consisting of 108 Portfolios    ADP (data and information services); Metropolitan Life Insurance Company (insurance); KKR Financial Corporation (finance) from 2004 until 2014
W. Carl Kester(d)
1951
   Trustee
(Since 2007)
   George Fisher Baker Jr. Professor of Business Administration, Harvard Business School since 2008; Deputy Dean for Academic Affairs from 2006 to 2010; Chairman of the Finance Unit, from 2005 to 2006; Senior Associate Dean and Chairman of the MBA Program from 1999 to 2005; Member of the faculty of Harvard Business School since 1981.    85 RICs consisting of 109 Portfolios    None
Catherine A. Lynch(d)
1961
   Trustee
(Since 2016)
   Chief Executive Officer, Chief Investment Officer and various other positions, National Railroad Retirement Investment Trust from 2003 to 2016; Associate Vice President for Treasury Management, The George Washington University from 1999 to 2003; Assistant Treasurer, Episcopal Church of America from 1995 to 1999.    85 RICs consisting of 109 Portfolios    None
Interested Trustees(a)(e)
         

Name

Year of Birth(b)

  

Position(s) Held

(Length of Service)(c)

   Principal Occupation(s) During Past Five Years   

Number of BlackRock-Advised

Registered Investment Companies

(“RICs”) Consisting of

Investment Portfolios

(“Portfolios”) Overseen

  

Public Company

and Other

Investment

Company

Directorships

Held During

Past Five Years

Robert Fairbairn
1965
   Trustee
(Since 2018)
   Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock’s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares® businesses from 2012 to 2016.    117 RICs consisting of 267 Portfolios    None
John M. Perlowski(d)
1964
   Trustee
(Since 2015); President and Chief Executive Officer
(Since 2010)
   Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009.    118 RICs consisting of 268 Portfolios    None

(a)   The address of each Trustee is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.

(b)   Each Independent Trustee holds office until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement or removal as provided by the Trust’s by-laws or charter or statute, or until December 31 of the year in which he or she turns 75. Trustees who are “interested persons,” as defined in the Investment Company Act serve until their successor is duly elected and qualifies or until their earlier death, resignation, retirement or removal as provided by the Trust’s by-laws or statute, or until December 31 of the year in which they turn 72. The Board may determine to extend the terms of Independent Trustees on a case-by-case basis, as appropriate.

 

 

R U S T E E  A N D  F F I C E R   N F O R M A T I O N

  71


Trustee and Officer Information  (continued)

 

(c) 

Following the combination of Merrill Lynch Investment Managers, L.P. (“MLIM”) and BlackRock, Inc. in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. Certain Independent Trustees first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: Richard E. Cavanagh, 1994; Frank J. Fabozzi, 1988; R. Glenn Hubbard, 2004; W. Carl Kester, 1995; and Karen P. Robards, 1998.

(d) 

Dr. Fabozzi, Dr. Kester, Ms. Lynch and Mr. Perlowski are also trustees of the BlackRock Credit Strategies Fund.

(e) 

Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Fund based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Multi-Asset Complex.

 

Officers Who Are Not Trustees(a)
     

Name

Year of Birth(b)

  

Position(s) Held

(Length of Service)

   Principal Occupation(s) During Past Five Years
Jonathan Diorio
1980
   Vice President
(Since 2015)
   Managing Director of BlackRock, Inc. since 2015; Director of BlackRock, Inc. from 2011 to 2015.
Neal J. Andrews
1966
   Chief Financial Officer
(Since 2007)
   Chief Financial Officer of the iShares® exchange traded funds from 2019 to 2020; Managing Director of BlackRock, Inc. since 2006.
Jay M. Fife
1970
   Treasurer
(Since 2007)
   Managing Director of BlackRock, Inc. since 2007.
Charles Park
1967
   Chief Compliance Officer
(Since 2014)
   Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.
Janey Ahn
1975
   Secretary
(Since 2012)
   Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017.
(a) 

The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.

(b) 

Officers of the Trust serve at the pleasure of the Board.

 

Neal J. Andrews retired as the Chief Financial Officer effective December 31, 2020, and Trent Walker was elected as the Chief Financial Officer effective January 1, 2021.

 

 

72  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Additional Information

 

Proxy Results

The Annual Meeting of Shareholders was held on July 27, 2020, for shareholders of record on May 29, 2020, to elect trustee nominees for each Trust. There were no broker non-votes with regard to any of the Trusts.

Shareholders elected the Class I Trustees as follows:

 

       
 

 

  Cynthia L. Egan     Michael J. Castellano     Catherine A. Lynch  
Trust Name   Votes For     Votes Withheld     Votes For     Votes Withheld     Votes For     Votes Withheld  

BGIO

    20,512,032       171,399       20,515,386       168,045       20,512,032       171,399  

For the Trust listed above, Trustees whose term of office continued after the Annual Meeting of Shareholders because they were not up for election are Richard E. Cavanagh, Robert Fairbairn, R. Glenn Hubbard, John M. Perlowski, Karen P. Robards, Frank J. Fabozzi and W. Carl Kester.

Shareholders elected the Class I Trustees as follows:

 

         
 

 

  Michael J. Castellano     R. Glenn Hubbard     John M. Perlowski     W. Carl Kester  
Trust Name   Votes For     Votes Withheld     Votes For     Votes Withheld     Votes For     Votes Withheld     Votes For     Votes Withheld  

BKT

    46,545,253       8,362,507       47,192,630       7,715,130       47,234,700       7,673,060       47,235,941       7,671,819  

For the Trust listed above, Trustees whose term of office continued after the Annual Meeting of Shareholders because they were not up for election are Richard E. Cavanagh, Cynthia L. Egan, Robert Fairbairn, Catherine A. Lynch, Karen P. Robards and Frank J. Fabozzi.

Trust Certification

The Trusts are listed for trading on the NYSE and have filed with the NYSE their annual chief executive officer certification regarding compliance with the NYSE’s listing standards. The Trusts filed with the SEC the certification of its chief executive officer and chief financial officer required by Section 302 of the Sarbanes-Oxley Act.

Regulation Regarding Derivatives

On October 28, 2020, the Securities and Exchange Commission (the “SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). The Trusts will be required to implement and comply with Rule 18f-4 by the third quarter of 2022. Once implemented, Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, treat derivatives as senior securities so that a failure to comply with the limits would result in a statutory violation and require funds whose use of derivatives is more than a limited specified exposure amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager.

Environmental, Social and Governance (“ESG”) Integration

Although a Trust does not seek to implement a specific ESG, impact or sustainability strategy unless otherwise disclosed, Trust management will consider ESG characteristics as part of the investment process for actively managed Trusts. These considerations will vary depending on a Trust’s particular investment strategies and may include consideration of third-party research as well as consideration of proprietary BlackRock research across the ESG risks and opportunities regarding an issuer. Trust management will consider those ESG characteristics it deems relevant or additive when making investment decisions for a Trust. The ESG characteristics utilized in a Trust’s investment process are anticipated to evolve over time and one or more characteristics may not be relevant with respect to all issuers that are eligible for investment. ESG characteristics are not the sole considerations when making investment decisions for a Trust. Further, investors can differ in their views of what constitutes positive or negative ESG characteristics. As a result, a Trust may invest in issuers that do not reflect the beliefs and values with respect to ESG of any particular investor. ESG considerations may affect a Trust’s exposure to certain companies or industries and a Trust may forego certain investment opportunities. While Trust management views ESG considerations as having the potential to contribute to a Trust’s long-term performance, there is no guarantee that such results will be achieved.

Dividend Policy

BGIO’s dividend policy is to distribute all or a portion of its net investment income to its shareholders on a monthly basis. In order to provide shareholders with a more stable level of dividend distributions, the distributions paid by BGIO for any particular month may be more or less than the amount of net investment income earned by BGIO during such month. The portion of distributions that exceeds BGIO’s current and accumulated earnings and profits, which are measured on a tax basis, will constitute a nontaxable return of capital. BGIO’s current accumulated but undistributed net investment income, if any, is disclosed as accumulated earnings (loss) in the Statements of Assets and Liabilities, which comprises part of the financial information included in this report.

BKT’s policy is to make monthly distributions to shareholders. In order to provide shareholders with a more stable level of dividend distributions, BKT employs a managed distribution plan (the Plan”), the goal of which is to provide shareholders with consistent and predictable cash flows by setting distribution rates based on expected long-term returns of BKT.

The distributions paid by BKT for any particular month may be more or less than the amount of net investment income earned by BKT during such month. Furthermore, the final tax characterization of distributions is determined after the year-end of BKT and is reported in BKT’s annual report to shareholders. Distributions can be characterized as

 

 

D D I T I O N A L  N F O R M A T I O  N

  73


Additional Information  (continued)

 

Dividend Policy (continued)

ordinary income, capital gains and/or return of capital. BKT’s taxable net investment income and net realized capital gains (“taxable income”) may not be sufficient to support the level of distributions paid. To the extent that distributions exceed BKT’s current and accumulated earnings and profits, the excess may be treated as a non-taxable return of capital.

A return of capital is a return of a portion of an investor’s original investment. A return of capital is not expected to be taxable, but it reduces a shareholder’s tax basis in his or her shares, thus reducing any loss or increasing any gain on a subsequent disposition by the shareholder of his or her shares. It is possible that a substantial portion of the distributions paid during a calendar year may ultimately be classified as return of capital for U.S. federal income tax purposes when the final determination of the source and character of the distributions is made.

Such distributions, under certain circumstances, may exceed BKT’s total return performance. When total distributions exceed total return performance for the period, the difference reduces BKT’s total assets and net asset value per share (“NAV”) and, therefore, could have the effect of increasing BKT’s expense ratio and reducing the amount of assets BKT has available for long term investment.

General Information

The Trusts do not make available copies of their Statements of Additional Information because the Trusts’ shares are not continuously offered, which means that the Statement of Additional Information of each Trust has not been updated after completion of the respective Trust’s offerings and the information contained in each Trust’s Statement of Additional Information may have become outdated.

The following information is a summary of certain changes since December 31, 2019. This information may not reflect all of the changes that have occurred since you purchased the relevant Trust.

Effective October 19, 2020, BKT has elected to be subject to the Maryland Control Share Acquisition Act (the “MCSAA”). In general, the MCSAA limits the ability of holders of “control shares” to vote those shares above various threshold levels that start at 10% unless the other stockholders of BKT, as applicable, reinstate those voting rights at a meeting of stockholders as provided in the MCSAA. “Control shares” are generally defined in the MCSAA as shares of stock that, if aggregated with all other shares of stock that are either (i) owned by a person or (ii) as to which that person is entitled to exercise or direct the exercise of voting power, except solely by virtue of a revocable proxy, would entitle that person to exercise voting power in electing directors above various thresholds of voting power starting at 10%. BKT’s Bylaws also provide that the provisions of the MCSAA shall not apply to the voting rights of the holders of any shares of preferred stock of BKT, but the MCSAA would apply to any common stock held by the same holder.

Except if noted otherwise herein, there were no changes to the Trusts’ charters or by-laws that would delay or prevent a change of control of the Trusts that were not approved by the shareholders. Except if noted otherwise herein, there have been no changes in the persons who are primarily responsible for the day-to-day management of the Trusts’ portfolios.

In accordance with Section 23(c) of the Investment Company Act of 1940, each Trust may from time to time purchase shares of its common stock in the open market or in private transactions.

Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Trusts may be found on BlackRock’s website, which can be accessed at blackrock.com. Any reference to BlackRock’s website in this report is intended to allow investors public access to information regarding the Trusts and does not, and is not intended to, incorporate BlackRock’s website in this report.

Electronic Delivery

Shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual shareholder reports by enrolling in the electronic delivery program. Electronic copies of shareholder reports are available on BlackRock’s website.

To enroll in electronic delivery:

Shareholders Who Hold Accounts with Investment Advisers, Banks or Brokerages:

Please contact your financial adviser. Please note that not all investment advisers, banks or brokerages may offer this service.

Householding

The Trusts will mail only one copy of shareholder documents, annual and semi-annual reports, Rule 30e-3 notices and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Trusts at (800) 882-0052.

Availability of Quarterly Schedule of Investments

The Trusts file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Trusts’ Forms N-PORT are available on the SEC’s website at sec.gov. Additionally, each Trust makes its portfolio holdings for the first and third quarters of each fiscal year available at blackrock.com/fundreports.

 

 

74  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


Additional Information  (continued)

 

Availability of Proxy Voting Policies and Procedures

A description of the policies and procedures that the Trusts use to determine how to vote proxies relating to portfolio securities is available upon request and without charge (1) by calling (800) 882-0052; (2) at blackrock.com; and (3) on the SEC’s website at sec.gov.

Availability of Proxy Voting Record

Information about how the Trusts voted proxies relating to securities held in the Trusts’ portfolios during the most recent 12-month period ended June 30 is available upon request and without charge (1) at blackrock.com; or by calling (800) 882-0052 and (2) on the SEC’s website at sec.gov.

Availability of Trust Updates

BlackRock will update performance and certain other data for the Trusts on a monthly basis on its website in the “Closed-end Funds” section of blackrock.com as well as certain other material information as necessary from time to time. Investors and others are advised to check the website for updated performance information and the release of other material information about the Trusts. This reference to BlackRock’s website is intended to allow investors public access to information regarding the Trusts and does not, and is not intended to, incorporate BlackRock’s website in this report.

BlackRock Privacy Principles

BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.

If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.

BlackRock obtains or verifies personal non-public information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our websites.

BlackRock does not sell or disclose to non-affiliated third parties any non-public personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory requests or to service Client accounts. These non-affiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.

We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to non-public personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the non-public personal information of its Clients, including procedures relating to the proper storage and disposal of such information.

Trust and Service Providers

 

Investment Adviser

BlackRock Advisors, LLC

Wilmington, DE 19809

Sub-Adviser

BlackRock International Limited

Edinburgh, EH3 8BL

United Kingdom

BlackRock (Singapore) Limited(a)

079912 Singapore

Accounting Agent and Custodian

State Street Bank and Trust Company

Boston, MA 02111

Transfer Agent

Computershare Trust Company, N.A.

Canton, MA 02021

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

Boston, MA 02116

Legal Counsel

Willkie Farr & Gallagher LLP

New York, NY 10019

Address of the Trusts

100 Bellevue Parkway

Wilmington, DE 19809

 
(a) 

For BGIO.

 

 

D D I T I O N A L  N F O R M A T I O  N

  75


Glossary of Terms Used in this Report

Currency Abbreviation

EUR    Euro
GBP    British Pound
HKD    Hong Kong Dollar
JPY    Japanese Yen
USD    United States Dollar

Portfolio Abbreviation

ABS    Asset-Backed Security
AMBAC    AMBAC Assurance Corp.
CLO    Collateralized Loan Obligation
CMT    Constant Maturity Treasury
DIP    Debtor-In-Possession
ETF    Exchange-Traded Fund
EURIBOR    Euro Interbank Offered Rate
GOL    General Obligation Ltd.
IO    Interest Only
LIBOR    London Interbank Offered Rate
PIK    Payment-in-Kind
PO    Principal Only
SAB    Special Assessment Bonds
SOFR    Secured Overnight Financing Rate
TBA    To-Be-Announced

 

 

76  

2 0 2 0  B L A C K O C K   N N U A L  E P O R T  T O  H A R E H O L D E R S 


 

 

 

 

Want to know more?

blackrock.com   |   800-882-0052

This report is intended for current holders. It is not a prospectus. Past performance results shown in this report should not be considered a representation of future performance. Statements and other information herein are as dated and are subject to change.

BGIO-12/20-AR

 

 

LOGO

   LOGO                 


(b) Not Applicable

 

Item 2 –

Code of Ethics – The registrant (or the “Fund”) has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. During the period covered by this report, the code of ethics was amended to update certain information and to make other non-material changes. During the period covered by this report, there have been no waivers granted under the code of ethics. The registrant undertakes to provide a copy of the code of ethics to any person upon request, without charge, who calls 1-800-882-0052, option 4.

 

Item 3 –

Audit Committee Financial Expert – The registrant’s board of directors (the “board of directors”), has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent:

Michael Castellano

Frank J. Fabozzi

Catherine A. Lynch

Karen P. Robards

The registrant’s board of directors has determined that Karen P. Robards qualifies as an audit committee financial expert pursuant to Item 3(c)(4) of Form N-CSR.

Ms. Robards has a thorough understanding of generally accepted accounting principles, financial statements and internal control over financial reporting as well as audit committee functions. Ms. Robards has been President of Robards & Company, a financial advisory firm, since 1987. Ms. Robards was formerly an investment banker for more than 10 years where she was responsible for evaluating and assessing the performance of companies based on their financial results. Ms. Robards has over 30 years of experience analyzing financial statements. She also is a member of the audit committee of one publicly held company and a non-profit organization.

Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.

 

Item 4 –

Principal Accountant Fees and Services

The following table presents fees billed by Deloitte & Touche LLP (“D&T”) in each of the last two fiscal years for the services rendered to the Fund:

 

2


     (a) Audit Fees   (b) Audit-Related Fees1   (c) Tax Fees2   (d) All Other Fees
Entity Name   Current
  Fiscal Year  
End
  Previous
  Fiscal Year  
End
  Current
  Fiscal Year  
End
  Previous
  Fiscal Year  
End
  Current
  Fiscal Year  
End
  Previous
  Fiscal Year  
End
  Current
  Fiscal Year  
End
  Previous
  Fiscal Year  
End

BlackRock Income Trust, Inc.

  $62,016   $62,016   $0   $0   $6,500   $10,050   $0   $0

The following table presents fees billed by D&T that were required to be approved by the registrant’s audit committee (the “Committee”) for services that relate directly to the operations or financial reporting of the Fund and that are rendered on behalf of BlackRock Advisors, LLC (“Investment Adviser” or “BlackRock”) and entities controlling, controlled by, or under common control with BlackRock (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund (“Affiliated Service Providers”):

 

     Current Fiscal Year End   Previous Fiscal Year End
(b) Audit-Related Fees1   $0   $0
(c) Tax Fees2   $0   $0
(d) All Other Fees3   $1,984,000   $2,050,500

1 The nature of the services includes assurance and related services reasonably related to the performance of the audit or review of financial statements not included in Audit Fees, including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.

2 The nature of the services includes tax compliance and/or tax preparation, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, taxable income and tax distribution calculations.

3 Non-audit fees of $1,984,000 and $2,050,500 for the current fiscal year and previous fiscal year, respectively, were paid to the Fund’s principal accountant in their entirety by BlackRock, in connection with services provided to the Affiliated Service Providers of the Fund and of certain other funds sponsored and advised by BlackRock or its affiliates for a service organization review and an accounting research tool subscription. These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.

(e)(1) Audit Committee Pre-Approval Policies and Procedures:

The Committee has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the Investment Adviser and Affiliated Service Providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the Committee believes are (a) consistent with the SEC’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the registrant which have a direct impact on the operations or financial reporting of the registrant will only be deemed pre-approved provided that any individual project does not exceed $10,000 attributable to the registrant or $50,000 per project. For this purpose, multiple projects will be aggregated to determine if they exceed the previously mentioned cost levels.

Any proposed services exceeding the pre-approved cost levels will require specific pre-approval by the Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Committee is informed of each service approved subject to general pre-

 

3


approval at the next regularly scheduled in-person board meeting. At this meeting, an analysis of such services is presented to the Committee for ratification. The Committee may delegate to the Committee Chairman the authority to approve the provision of and fees for any specific engagement of permitted non-audit services, including services exceeding pre-approved cost levels.

(e)(2) None of the services described in each of Items 4(b) through (d) were approved by the Committee pursuant to the de minimis exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not Applicable

(g) The aggregate non-audit fees, defined as the sum of the fees shown under “Audit-Related Fees,” “Tax Fees” and “All Other Fees,” paid to the accountant for services rendered by the accountant to the registrant, the Investment Adviser and the Affiliated Service Providers were:

 

Entity Name  

    Current Fiscal
Year    

End

 

    Previous Fiscal
Year    

End

   

BlackRock Income Trust, Inc.

  $6,500   $10,050

Additionally, the amounts billed by D&T in connection with services provided to the Affiliated Service Providers of the Fund and of other funds sponsored or advised by BlackRock or its affiliates during the current and previous fiscal years for a service organization review and an accounting research tool subscription were:

 

        Current Fiscal    
Year End
      Previous Fiscal    
Year End
   
  $1,984,000   $2,050,500

These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.

(h) The Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser, and the Affiliated Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

 

Item 5 –

Audit Committee of Listed Registrant

(a) The following individuals are members of the registrant’s separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(58)(A)):

Michael Castellano

Frank J. Fabozzi

Catherine A. Lynch

Karen P. Robards

(b) Not Applicable

 

4


Item 6 

– Investments

(a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this Form.

(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.

 

Item 7 –

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – The board of directors has delegated the voting of proxies for the Fund’s portfolio securities to the Investment Adviser pursuant to the Investment Adviser’s proxy voting guidelines. Under these guidelines, the Investment Adviser will vote proxies related to Fund securities in the best interests of the Fund and its stockholders. From time to time, a vote may present a conflict between the interests of the Fund’s stockholders, on the one hand, and those of the Investment Adviser, or any affiliated person of the Fund or the Investment Adviser, on the other. In such event, provided that the Investment Adviser’s Equity Investment Policy Oversight Committee, or a sub-committee thereof (the “Oversight Committee”) is aware of the real or potential conflict or material non-routine matter and if the Oversight Committee does not reasonably believe it is able to follow its general voting guidelines (or if the particular proxy matter is not addressed in the guidelines) and vote impartially, the Oversight Committee may retain an independent fiduciary to advise the Oversight Committee on how to vote or to cast votes on behalf of the Investment Adviser’s clients. If the Investment Adviser determines not to retain an independent fiduciary, or does not desire to follow the advice of such independent fiduciary, the Oversight Committee shall determine how to vote the proxy after consulting with the Investment Adviser’s Portfolio Management Group and/or the Investment Adviser’s Legal and Compliance Department and concluding that the vote cast is in its client’s best interest notwithstanding the conflict. A copy of the Fund’s Proxy Voting Policy and Procedures are attached as Exhibit 99.PROXYPOL, a copy of the Fund’s Global Corporate Governance  & Engagement Principles are attached as Exhibit 99.GLOBAL.CORP.GOV and a copy of the Fund’s Corporate Governance and Proxy Voting Guidelines for U.S. Securities are attached as Exhibit 99.US.CORP.GOV. Information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, (i) at www.blackrock.com and (ii) on the SEC’s website at http://www.sec.gov.

 

Item 8 –

Portfolio Managers of Closed-End Management Investment Companies

(a)(1) As of the date of filing this Report:

The registrant is managed by a team of investment professionals comprised of Matthew Kraeger, Managing Director at BlackRock and Ron Sion, Managing Director at BlackRock. Messrs. Kraeger and Sion are the Fund’s co-portfolio managers and are responsible for the day-to-day management of the Fund’s portfolio, which includes setting the Fund’s overall investment strategy, overseeing the management of the Fund and/or selection of its investments. Messrs. Kraeger and Sion have been members of the Fund’s portfolio management team since 2016.

 

Portfolio Manager    Biography
Matthew Kraeger    Managing Director of BlackRock since 2015; Director of BlackRock since 2015; Director of BlackRock since 2009.
Ron Sion    Managing Director of BlackRock since 2011; Director of BlackRock since 2007.

 

5


(a)(2) As of December 31, 2020:

 

    

(ii) Number of Other Accounts Managed

and Assets by Account Type

 

(iii) Number of Other Accounts and

Assets for Which Advisory Fee is

Performance-Based

(i) Name of

Portfolio Manager

 

Other

Registered

Investment

Companies

 

Other Pooled

Investment

Vehicles

 

Other

Accounts

 

Other

Registered

Investment

Companies

 

Other Pooled

Investment

Vehicles

 

Other

Accounts

Matthew Kraeger

  6   9   20   0   0   4
        $3.15 Billion    

 

      $2.89 Billion    

 

      $18.29 Billion    

 

              $0            

 

              $0            

 

      $3.51 Billion    

 

Ron Sion

  0   0   0   0   0   0
    $0   $0   $0   $0   $0   $0

(iv) Portfolio Manager Potential Material Conflicts of Interest

BlackRock has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Fund, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Fund. In addition, BlackRock, Inc., its affiliates and significant shareholders and any officer, director, shareholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Fund. BlackRock, Inc., or any of its affiliates or significant shareholders, or any officer, director, shareholder, employee or any member of their families may take different actions than those recommended to the Fund by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock, Inc.’s (or its affiliates’ or significant shareholders’) officers, directors or employees are directors or officers, or companies as to which BlackRock, Inc. or any of its affiliates or significant shareholders or the officers, directors and employees of any of them has any substantial economic interest or possesses material non-public information. Certain portfolio managers also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for a fund. It should also be noted that Messrs. Kraeger and Sion may be managing hedge fund and/or long only accounts, or may be part of a team managing hedge fund and/or long only accounts, subject to incentive fees. Messrs. Kraeger and Sion may therefore be entitled to receive a portion of any incentive fees earned on such accounts.

 

6


As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock, Inc. has adopted policies that are intended to ensure reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base, as appropriate.

(a)(3) As of December 31, 2020:

Portfolio Manager Compensation Overview

The discussion below describes the portfolio managers’ compensation as of December 31, 2020.

BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock.

Base Compensation. Generally, portfolio managers receive base compensation based on their position with the firm.

Discretionary Incentive Compensation. Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc., the performance of the portfolio manager’s group within BlackRock, the investment performance, including risk-adjusted returns, of the firm’s assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individual’s performance and contribution to the overall performance of these portfolios and BlackRock. In most cases, these benchmarks are the same as the benchmark or benchmarks against which the performance of the funds or other accounts managed by the portfolio managers are measured. Among other things, BlackRock’s Chief Investment Officers make a subjective determination with respect to each portfolio manager’s compensation based on the performance of the funds and other accounts managed by each portfolio manager relative to the various benchmarks. Performance of fixed income funds is measured on a pre-tax and/or after-tax basis over various time periods including 1-, 3- and 5- year periods, as applicable. With respect to these portfolio managers, such benchmarks for the Fund and other accounts are:

 

Portfolio Manager   Benchmark
Matthew Kraeger  

A combination of market-based indices (e.g. FTSE Mortgage Index, Bloomberg Barclays GNMA MBS Index), certain customized indices and certain fund industry peer groups.

 

Ron Sion

 

 

FTSE Mortgage Index

 

 

7


Distribution of Discretionary Incentive Compensation. Discretionary incentive compensation is distributed to portfolio managers in a combination of cash, deferred BlackRock, Inc. stock awards, and/or deferred cash awards that notionally track the return of certain BlackRock investment products.

Portfolio managers receive their annual discretionary incentive compensation in the form of cash. Portfolio managers whose total compensation is above a specified threshold also receive deferred BlackRock, Inc. stock awards annually as part of their discretionary incentive compensation. Paying a portion of discretionary incentive compensation in the form of deferred BlackRock, Inc. stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods. In some cases, additional deferred BlackRock, Inc. stock may be granted to certain key employees as part of a long-term incentive award to aid in retention, align interests with long-term shareholders and motivate performance. Deferred BlackRock, Inc. stock awards are generally granted in the form of BlackRock, Inc. restricted stock units that vest pursuant to the terms of the applicable plan and, once vested, settle in BlackRock, Inc. common stock. The portfolio managers of this Fund have deferred BlackRock, Inc. stock awards.

For certain portfolio managers, a portion of the discretionary incentive compensation is also distributed in the form of deferred cash awards that notionally track the returns of select BlackRock investment products they manage, which provides direct alignment of portfolio manager discretionary incentive compensation with investment product results. Deferred cash awards vest ratably over a number of years and, once vested, settle in the form of cash. Only portfolio managers who manage specified products and whose total compensation is above a specified threshold are eligible to participate in the deferred cash award program.

Other Compensation Benefits. In addition to base salary and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:

Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock, Inc. employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 8% of eligible pay contributed to the plan capped at $5,000 per year, and a company retirement contribution equal to 3-5% of eligible compensation up to the Internal Revenue Service limit ($285,000 for 2020). The RSP offers a range of investment options, including registered investment companies and collective investment funds managed by the firm. BlackRock, Inc. contributions follow the investment direction set by participants for their own contributions or, absent participant investment direction, are invested into a target date fund that corresponds to, or is closest to, the year in which the participant attains age 65. The ESPP allows for investment in BlackRock, Inc. common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares of common stock or a dollar value of $25,000 based on its fair market value on the purchase date. All of the eligible portfolio managers are eligible to participate in these plans.

 

8


(a)(4) Beneficial Ownership of Securities – As of December 31, 2020.

 

Portfolio Manager   Dollar Range of Equity Securities
of the Fund Beneficially Owned

Matthew Kraeger

  $50,001 - $100,000  

Ron Sion

  $500,001 - $1,000,000  

(b) Not Applicable

 

Item 9 –

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable due to no such purchases during the period covered by this report.

 

Item 10 –

Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures.

 

Item 11 –

Controls and Procedures

(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12 –

Disclosure of Securities Lending Activities for Closed-End Management Investment Companies – Not Applicable

 

Item 13 –

Exhibits attached hereto

(a)(1) Code of Ethics – See Item 2

(a)(2) Section 302 Certifications are attached

(a)(3) Not Applicable

(a)(4) Not Applicable

(b) Section 906 Certifications are attached

 

9


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BlackRock Income Trust, Inc.

 

  By:     

/s/ John M. Perlowski                            

       John M. Perlowski
       Chief Executive Officer (principal executive officer) of
       BlackRock Income Trust, Inc.

Date: March 5, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

  By:     

/s/ John M. Perlowski                            

       John M. Perlowski
       Chief Executive Officer (principal executive officer) of
       BlackRock Income Trust, Inc.

Date: March 5, 2021

 

  By:     

/s/ Trent Walker                                    

       Trent Walker
       Chief Financial Officer (principal financial officer) of
       BlackRock Income Trust, Inc.

Date: March 5, 2021

 

10

EX-99. CERT

CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE 1940 ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

 

I, John M. Perlowski, Chief Executive Officer (principal executive officer) of BlackRock Income Trust, Inc., certify that:

1.            I have reviewed this report on Form N-CSR of BlackRock Income Trust, Inc.;

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.            The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a)            designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)            designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)            evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d)            disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.            The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)            all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b)            any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 5, 2021

/s/ John M. Perlowski        

John M. Perlowski

Chief Executive Officer (principal executive officer) of

BlackRock Income Trust, Inc.


EX-99. CERT

CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE 1940 ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

 

I, Trent Walker, Chief Financial Officer (principal financial officer) of BlackRock Income Trust, Inc., certify that:

1.            I have reviewed this report on Form N-CSR of BlackRock Income Trust, Inc.;

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.            The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a)            designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)            designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)            evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d)            disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.            The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)            all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b)            any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 5, 2021

/s/ Trent Walker        

Trent Walker

Chief Financial Officer (principal financial officer) of

BlackRock Income Trust, Inc.

Exhibit 99.906CERT

Certification Pursuant to Rule 30a-2(b) under the 1940 Act and

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, the undersigned officer of BlackRock Income Trust, Inc. (the “Registrant”), hereby certifies, to the best of his knowledge, that the Registrant’s Report on Form N-CSR for the period ended December 31, 2020 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: March 5, 2021

/s/ John M. Perlowski        

John M. Perlowski

Chief Executive Officer (principal executive officer) of

BlackRock Income Trust, Inc.

Pursuant to 18 U.S.C. § 1350, the undersigned officer of BlackRock Income Trust, Inc. (the “Registrant”), hereby certifies, to the best of his knowledge, that the Registrant’s Report on Form N-CSR for the period ended December 31, 2020 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: March 5, 2021

/s/ Trent Walker                

Trent Walker

Chief Financial Officer (principal financial officer) of

BlackRock Income Trust, Inc.

This certification is being furnished pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Securities and Exchange Commission.

Closed-End Fund Proxy Voting Policy

October 1, 2020

 

LOGO

 

Closed-End Fund Proxy Voting Policy

 

Procedures Governing Delegation of Proxy Voting to Fund Adviser

 
Effective Date: October 1, 2020

 

 

 

Applies to the following types of Funds registered under the 1940 Act:

Open-End Mutual Funds (including money market funds)

 

Money Market Funds Only

 

iShares and BlackRock ETFs

 

Closed-End Funds

 

Other

 

 

The Boards of Trustees/Directors (the “Directors”) of the closed-end funds advised by BlackRock Advisors, LLC (“BlackRock”) (the “Funds”) have the responsibility for the oversight of voting proxies relating to portfolio securities of the Funds, and have determined that it is in the best interests of the Funds and their shareholders to delegate that responsibility to BlackRock as part of BlackRock’s authority to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management agreements.

BlackRock has adopted guidelines and procedures (together and as from time to time amended, the “BlackRock Proxy Voting Guidelines”) governing proxy voting by accounts managed by BlackRock. BlackRock will cast votes on behalf of each of the Funds on specific proxy issues in respect of securities held by each such Fund in accordance with the BlackRock Proxy Voting Guidelines; provided, however, that in the case of underlying closed-end funds (including business development companies and other similarly-situated asset pools) held by the Funds that have, or are proposing to adopt, a classified board structure, BlackRock will typically (a) vote in favor of proposals to adopt classification and against proposals to eliminate classification, and (b) not vote against directors as a result of their adoption of a classified board structure.

BlackRock will report on an annual basis to the Directors on (1) a summary of all proxy votes that BlackRock has made on behalf of the Funds in the preceding year together with a representation that all votes were in accordance with the BlackRock Proxy Voting Guidelines (as modified pursuant to the immediately preceding paragraph), and (2) any changes to the BlackRock Proxy Voting Guidelines that have not previously been reported.

 

LOGO    Public    Page 1 of 1

LOGO


Contents

 

Introduction to BlackRock

     3  

Philosophy on investment stewardship

     3  

Key themes

     4  

Boards and directors

     5  

Auditors and audit-related issues

     7  

Capital structure, mergers, asset sales and other special transactions

     7  

Compensation and benefits

     8  

Environmental and social issues

     9  

General corporate governance matters and shareholder protections

     10  

Shareholder proposals

     10  

BlackRock’s oversight of our investment stewardship activities

     11  

Vote execution

     11  

Conflicts management policies and procedures

     12  

Voting guidelines

     13  

Reporting and vote transparency

     13  

 

The purpose of this document is to provide an overarching explanation of

BlackRock’s approach globally to our responsibilities as a shareholder on

behalf of our clients, our expectations of companies, and our commitments to

clients in terms of our own governance and transparency.

 

If you would like additional information, please contact:

ContactStewardship@blackrock.com

 

LOGO   


Introduction to BlackRock

BlackRock’s purpose is to help more and more people experience financial well-being. We manage assets on behalf of institutional and individual clients, across a full spectrum of investment strategies, asset classes, and regions. Our client base includes pension plans, endowments, foundations, charities, official institutions, insurers, and other financial institutions, as well as individuals around the world. As part of our fiduciary duty to our clients, we have determined that it is generally in the best long-term interest of our clients to promote sound corporate governance through voting as an informed, engaged shareholder. This is the responsibility of the Investment Stewardship Team.

Philosophy on investment stewardship

Companies are responsible for ensuring they have appropriate governance structures to serve the interests of shareholders and other key stakeholders. We believe that there are certain fundamental rights attached to shareholding. Companies and their boards should be accountable to shareholders and structured with appropriate checks and balances to ensure that they operate in shareholders’ best interests to create sustainable value. Shareholders should have the right to vote to elect, remove, and nominate directors, approve the appointment of the auditor, and amend the corporate charter or by-laws. Shareholders should be able to vote on matters that are material to the protection of their investment, including but not limited to, changes to the purpose of the business, dilution levels and pre-emptive rights, and the distribution of income and capital structure. In order to make informed decisions, we believe that shareholders have the right to sufficient and timely information. In addition, shareholder voting rights should be proportionate to their economic ownership—the principle of “one share, one vote” helps achieve this balance.

Consistent with these shareholder rights, we believe BlackRock has a responsibility to monitor and provide feedback to companies, in our role as stewards of our clients’ investments. BlackRock Investment Stewardship (“BIS”) does this through engagement with management teams and/or board members on material business issues including environmental, social, and governance (“ESG”) matters and, for those clients who have given us authority, through voting proxies in the best long-term economic interests of our clients. We also participate in the public debate to shape global norms and industry standards with the goal of a policy framework consistent with our clients’ interests as long-term shareholders.

BlackRock looks to companies to provide timely, accurate, and comprehensive reporting on all material governance and business matters, including ESG issues. This allows shareholders to appropriately understand and assess how relevant risks and opportunities are being effectively identified and managed. Where company reporting and disclosure is inadequate or the approach taken is inconsistent with our view of what supports sustainable long-term value creation, we will engage with a company and/or use our vote to encourage a change in practice.

BlackRock views engagement as an important activity; engagement provides us with the opportunity to improve our understanding of the business and ESG risks and opportunities that are material to the companies in which our clients invest. As long-term investors on behalf of clients, we seek to have regular and continuing dialogue with executives and board directors to advance sound governance and sustainable business practices, as well as to understand the effectiveness of the company’s management and oversight of material issues. Engagement is an important mechanism for providing feedback on company practices and disclosures, particularly where we believe they could be enhanced. We primarily engage through direct dialogue but may use other tools such as written correspondence to share our perspectives. Engagement also informs our voting decisions.

We vote in support of management and boards where and to the extent they demonstrate an approach consistent with creating sustainable long-term value. If we have concerns about a company’s approach, we may choose to engage to explain our expectations. Where we consider that a company has failed to address one or more material issues within an appropriate timeframe, we may hold directors accountable or take other voting actions to signal our concerns. We apply our voting guidelines to achieve the outcome we believe is most aligned with our clients’ long-term economic interests.

 

LOGO    3


Key themes

We recognize that accepted standards and norms of corporate governance differ between markets; however, there are sufficient common threads globally to identify this overarching set of principles (the “Principles”) which are anchored in transparency and accountability. At a minimum, we expect companies to observe the accepted corporate governance standards in their domestic market or to explain why not doing so supports sustainable long-term value creation.

Our regional and market-specific voting guidelines explain how these Principles inform our voting decisions in relation to specific ballot items for shareholder meetings.

These Principles cover seven key themes:

 

 

Boards and directors

 

 

Auditors and audit-related issues

 

 

Capital structure, mergers, asset sales, and other special transactions

 

 

Compensation and benefits

 

 

Environmental and social issues

 

 

General corporate governance matters and shareholder protections

 

 

Shareholder proposals

 

LOGO    4


Boards and directors

The performance of the board is critical to the economic success of the company and the protection of shareholders’ interests. As part of their responsibilities, board members owe fiduciary duties to shareholders in overseeing the strategic direction and operation of the company. For this reason, BlackRock focuses on directors in many of our engagements and sees the election of directors as one of our most important responsibilities in the proxy voting context.

We support boards whose approach is consistent with creating sustainable long-term value. This includes the effective management of strategic, operational, and material ESG factors and the consideration of key stakeholder interests. Our primary focus is on the performance of the board of directors. The board should establish and maintain a framework of robust and effective governance mechanisms to support its oversight of the company’s strategic aims. We look to the board to articulate the effectiveness of these mechanisms in overseeing the management of business risks and opportunities and the fulfillment of the company’s purpose. Disclosure of material issues that affect the company’s long-term strategy and value creation, including material ESG factors, is essential for shareholders to be able to appropriately understand and assess how the board is effectively identifying, managing, and mitigating risks.

Where a company has not adequately disclosed and demonstrated these responsibilities, we will consider withholding our support for the re-election of directors whom we hold accountable. We assess director performance on a case-by-case basis and in light of each company’s particular circumstances, taking into consideration our assessment of their governance, sustainable business practices, and performance. In serving the interests of shareholders, the responsibility of the board of directors includes, but is not limited to, the following:

 

 

Establishing an appropriate corporate governance structure

 

 

Supporting and overseeing management in setting long-term strategic goals, applicable measures of value-creation and milestones that will demonstrate progress, and steps taken if any obstacles are anticipated or incurred

 

 

Providing oversight on the identification and management of material, business operational and sustainability-related risks

 

 

Overseeing the financial resilience of the company, the integrity of financial statements, and the robustness of a company’s Enterprise Risk Management1 frameworks

 

 

Making decisions on matters that require independent evaluation which may include mergers, acquisitions and disposals, activist situations or other similar cases

 

 

Establishing appropriate executive compensation structures

 

 

Addressing business issues, including environmental and social issues, when they have the potential to materially impact the company’s long-term value

There should be clear definitions of the role of the board, the committees of the board and senior management. We set out below ways in which boards and directors can demonstrate a commitment to acting in the best interests of long-term shareholders. We will seek to engage with the appropriate directors where we have concerns about the performance of the company, board, or individual directors. As noted above, we believe that when a company is not effectively addressing a material issue, its directors should be held accountable.

 

 

 

1 Enterprise risk management is a process, effected by the entity’s board of directors, management, and other personnel, applied in strategy setting and across the enterprise, designed to identify potential events that may affect the entity, and manage risk to be within the risk appetite, to provide reasonable assurance regarding the achievement of objectives. (Committee of Sponsoring Organizations of the Treadway Commission (COSO), Enterprise Risk Management — Integrated Framework, September 2004, New York, NY).

 

LOGO    5


Regular accountability

BlackRock believes that directors should stand for re-election on a regular basis, ideally annually. In our experience, annual re-elections allow shareholders to reaffirm their support for board members or hold them accountable for their decisions in a timely manner. When board members are not re-elected annually, we believe it is good practice for boards to have a rotation policy to ensure that, through a board cycle, all directors have had their appointment re-confirmed, with a proportion of directors being put forward for re-election at each annual general meeting.

Effective board composition

Regular director elections also give boards the opportunity to adjust their composition in an orderly way to reflect the evolution of the company’s strategy and the market environment. BlackRock believes it is beneficial for new directors to be brought onto the board periodically to refresh the group’s thinking and in a manner that supports both continuity and appropriate succession planning. We expect companies to keep under regular review the effectiveness of its board (including its size), and assess directors nominated for election or re-election in the context of the composition of the board as a whole. This assessment should consider a number of factors, including the potential need to address gaps in skills or experience, the diversity of the board, and the balance of independent and non-independent directors. We also consider the average tenure of the overall board, where we are seeking a balance between the knowledge and experience of longer-serving members and the fresh perspectives of newer members.

When nominating new directors to the board, there should be detailed information on the individual candidates in order for shareholders to assess the suitability of an individual nominee and the overall board composition. These disclosures should give a clear sense of how the collective experience and expertise of the board aligns with the company’s long-term strategy and business model. We also expect disclosures to demonstrate how diversity is accounted for within the proposed board composition, including demographic factors such as gender, ethnicity, and age; as well as professional characteristics, such as a director’s industry experience, specialist areas of expertise, and geographic location.

We expect there to be a sufficient number of independent directors, free from conflicts of interest or undue influence from connected parties, to ensure objectivity in the decision-making of the board and its ability to oversee management. Common impediments to independence may include but are not limited to:

 

 

Current or recent employment at the company or a subsidiary

 

 

Being, or representing, a shareholder with a substantial shareholding in the company

 

 

Interlocking directorships

 

 

Having any other interest, business, or other relationship which could, or could reasonably be perceived to, materially interfere with a director’s ability to act in the best interests of the company

BlackRock believes that the board is able to fulfill its fiduciary duty when there is a clearly independent, senior non-executive director to chair it or, where the chairman is also the CEO (or is otherwise not independent), a lead independent director. The role of this director is to enhance the effectiveness of the independent members of the board through shaping the agenda, ensuring adequate information is provided to the board and encouraging independent participation in board deliberations. The lead independent director or another appropriate director should be available to shareholders in those situations where an independent director is best placed to explain and justify a company’s approach.

There are matters for which the board has responsibility that may involve a conflict of interest for executives or for affiliated directors. BlackRock believes that objective oversight of such matters is best achieved when the board forms committees comprised entirely of independent directors. In many markets, these committees of the board specialize in audit, director nominations and compensation matters. An ad hoc committee might also be formed to decide on a special transaction, particularly one involving a related party, or to investigate a significant adverse event.

Sufficient capacity

As the role of a director is demanding, directors must be able to commit an appropriate amount of time to board and committee matters. It is important that every director has the capacity to meet all of his/her responsibilities – including when there are unforeseen events – and therefore, he/she should not take on an excessive number of roles that would impair his/her ability to fulfill his/her duties.

 

LOGO    6


Auditors and audit-related issues

BlackRock recognizes the critical importance of financial statements, which should provide a true and fair picture of a company’s financial condition. Accordingly, the assumptions made by management and reviewed by the auditor in preparing the financial statements should be reasonable and justified.

The accuracy of financial statements, inclusive of financial and non-financial information, is clearly of paramount importance to BlackRock. Investors’ views on financial materiality are developing to encompass a broader range of risks. Over time, we expect increased scrutiny of the assumptions underlying financial reports.

In this context, audit committees, or equivalent, play a vital role in a company’s financial reporting system by providing independent oversight of the accounts, material financial and non-financial information, internal control frameworks, and Enterprise Risk Management systems. BlackRock believes that effective audit and risk committee oversight strengthens the quality and reliability of a company’s financial statements and provides an important level of reassurance to shareholders.

We hold the members of the audit committee or equivalent responsible for overseeing the management of the audit function. Audit committees or equivalent should have clearly articulated charters that set out the committee’s responsibilities and have a rotation plan in place that allows for a periodic refreshment of the committee memberships.

We take particular note of critical accounting matters, cases involving significant financial restatements or ad hoc notifications of material financial weakness. In this respect, audit committees should provide timely disclosure on the remediation of Key and Critical Audit Matters identified either by the external auditor or Internal Audit function.

The integrity of financial statements depends on the auditor being free of any impediments to being an effective check on management. To that end, we believe it is important that auditors are, and are seen to be, independent. Where the audit firm provides services to the company in addition to the audit, the fees earned should be disclosed and explained. Audit committees should have in place a procedure for assessing annually the independence of the auditor and the quality of the external audit process.

Comprehensive disclosure provides investors with a sense of the company’s long-term operational risk management practices and, more broadly, the quality of the board’s oversight. The audit committee or equivalent should periodically review the company’s risk assessment and risk management policies and significant risks and exposures identified by management, the internal auditors or the independent accountants, and management’s steps to address them. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk.

Capital structure, mergers, asset sales, and other special transactions

The capital structure of a company is critical to shareholders as it impacts the value of their investment and the priority of their interest in the company relative to that of other equity or debt investors. Pre-emptive rights are a key protection for shareholders against the dilution of their interests.

Effective voting rights are basic rights of share ownership and we believe strongly in one vote for one share as a guiding principle that supports effective corporate governance. Shareholders, as the residual claimants, have the strongest interest in protecting company value, and voting power should match economic exposure.

In principle, we disagree with the creation of a share class with equivalent economic exposure and preferential, differentiated voting rights as it violates the fundamental corporate governance principle of proportionality, and results in a concentration of power in the hands of a few shareholders, thus disenfranchising other shareholders and amplifying any potential conflicts of interest. However, we recognize that in certain markets, at least for a period of time, companies may have a valid argument for dual-class listings. We believe that such companies should review these share class structures on a regular basis or as company circumstances change. Additionally, they should receive shareholder approval of their capital structure on a periodic basis via a management proposal at the company’s shareholder meeting. The proposal should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs to shareholders.

 

LOGO    7


In assessing mergers, asset sales, or other special transactions, BlackRock’s primary consideration is the long-term economic interests of our clients as shareholders. Boards proposing a transaction need to clearly explain the economic and strategic rationale behind it. We will review a proposed transaction to determine the degree to which it enhances long-term shareholder value. We would prefer that proposed transactions have the unanimous support of the board and have been negotiated at arm’s length. We may seek reassurance from the board that executives’ and/or board members’ financial interests in a given transaction have not adversely affected their ability to place shareholders’ interests before their own. Where the transaction involves related parties, we would expect the recommendation to support it to come from the independent directors, and ideally, the terms have been assessed through an independent appraisal process. In addition, it is good practice that it be approved by a separate vote of the non-conflicted shareholders.

BlackRock believes that shareholders have a right to dispose of company shares in the open market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders’ ability to sell their shares are contrary to basic property rights. Such mechanisms can serve to protect and entrench interests other than those of the shareholders. We believe that shareholders are broadly capable of making decisions in their own best interests. We expect any so-called ‘shareholder rights plans’ proposed by a board to be subject to shareholder approval upon introduction and periodically thereafter for continuation.

Compensation and benefits

BlackRock expects a company’s board of directors to put in place a compensation structure that incentivizes and rewards executives appropriately and is linked with performance that aligns with shareholder interests, particularly the generation of sustainable long-term value. We would expect the compensation committee to carefully consider the specific circumstances of the company and the key individuals the board is trying to incentivize. We encourage companies to ensure that their compensation plans incorporate appropriate and rigorous performance metrics consistent with corporate strategy and market practice. We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. We hold members of the compensation committee or equivalent board members accountable for poor compensation practices or structures.

BlackRock believes that there should be a clear link between variable pay and company performance that drives value creation. We are not supportive of one-off or special bonuses unrelated to company or individual performance. Where discretion has been used by the compensation committee, we expect disclosure relating to how and why the discretion was used, and further, how the adjusted outcome is aligned with the interests of shareholders. We acknowledge that the use of peer group evaluation by compensation committees can help ensure competitive pay; however, we are concerned when the rationale for increases in total compensation at a company is solely based on peer benchmarking rather than a rigorous measure of outperformance.

We support incentive plans that foster the sustainable achievement of results consistent with the company’s long-term strategic initiatives. The vesting timeframes associated with incentive plans should facilitate a focus on long-term value creation. We believe consideration should be given to building claw back provisions into incentive plans such that executives would be required to forgo rewards when they are not justified by actual performance and/or when compensation was based on faulty financial reporting or deceptive business practices. We also favor recoupment from any senior executive whose behavior caused material financial harm to shareholders, material reputational risk to the company, or resulted in a criminal investigation, even if such actions did not ultimately result in a material restatement of past results. Compensation committees should guard against contractual arrangements that would entitle executives to material compensation for early termination of their contract. Finally, pension contributions and other deferred compensation arrangements should be reasonable in light of market practice.

Non-executive directors should be compensated in a manner that is commensurate with the time and effort expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk compromising their independence or aligning their interests too closely with those of the management, whom they are charged with overseeing.

 

LOGO    8


Environmental and social issues

We believe that well-managed companies will deal effectively with material ESG factors relevant to their businesses. As stated throughout this document, governance is the core structure by which boards can oversee the creation of sustainable long-term value —appropriate risk oversight of environmental and social (“E&S”) considerations stems from this construct.

Robust disclosure is essential for investors to effectively gauge companies’ business practices and strategic planning related to E&S risks and opportunities. When a company’s reporting is inadequate, investors, including BlackRock, will increasingly conclude that companies are not adequately managing risk. Given the increased understanding of material sustainability risks and opportunities, and the need for better information to assess them, BlackRock will advocate for continued improvement in companies’ reporting and will hold management and/or directors accountable where disclosures or the business practices underlying them are inadequate.

BlackRock views the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and the standards put forward by the Sustainability Accounting Standards Board (SASB) as appropriate and complementary frameworks for companies to adopt for the disclosure of financially material sustainability information. While the TCFD framework was crafted with the aim of climate-related risk disclosure, the four pillars of the TCFD Governance, Strategy, Risk Management, and Metrics and Targets are a useful way for companies to disclose how they identify, assess, manage, and oversee a variety of sustainability-related risks and opportunities. SASB’s industry-specific guidance (as identified in its materiality map) is beneficial in helping companies identify key performance indicators (KPIs) across various dimensions of sustainability that are considered to be financially material and decision-useful within their industry,

Accordingly, we ask companies to:

 

   

Disclose the identification, assessment, management, and oversight of sustainability-related risks in accordance with the four pillars of TCFD; and

 

   

Publish SASB-aligned reporting with industry-specific, material metrics and rigorous targets2.

Companies may also adopt or refer to guidance on sustainable and responsible business conduct issued by supranational organizations such as the United Nations or the Organization for Economic Cooperation and Development. Further, industry specific initiatives on managing specific operational risks may be useful. Companies should disclose any global standards adopted, the industry initiatives in which they participate, any peer group benchmarking undertaken, and any assurance processes to help investors understand their approach to sustainable and responsible business practices.

Climate risk

BlackRock believes that climate change has become a defining factor in companies’ long-term prospects. We expect every company to help their investors understand how the company may be impacted by climate-related risk and opportunities, and how they are considered within strategy. Specifically, we expect companies to articulate how they are aligned to a scenario in which global warming is limited to well below 2°C and is consistent with a global aspiration to reach net zero GHG emissions by 20503.

The public and private sectors have roles to play in aligning greenhouse gas reduction efforts with targets based on science, where available, to curb the worst effects of climate change and reach the global goal of carbon neutrality by the mid-century. Companies have an opportunity to utilize and contribute to the development of current and future low-carbon transition technologies, which are an important consideration for the rate at which emissions can be reduced. We expect companies to disclose how they are considering these challenges, alongside opportunities for innovation, within their strategy and emissions reduction efforts.

 

 

2 See our commentary on our approach to engagement on TCFD and SASB aligned reporting for greater detail of our expectations.

3 The global aspiration is reflective of aggregated efforts; companies in developed and emerging markets are not equally equipped to transition their business and reduce emissions at the same rate—those in developed markets with the largest market capitalization are better positioned to adapt their business models at an accelerated pace. Government policy and regional targets may be reflective of these realities.

 

LOGO    9


Key stakeholder interests

Given our expectation that companies operate in long-term shareholders’ interests to create sustainable value and fulfill their purpose, BlackRock believes that companies should take due account of their key stakeholders’ interests. It is for each company to determine its key stakeholders based on what is material to its business, but they are likely to include employees, business partners (such as suppliers and distributors), clients and consumers, government and regulators, and the communities in which they operate, as well as investors.

Having regard to the interests of key stakeholders recognizes the collective nature of long-term value creation, and the extent to which each company’s prospects for growth are tied to its ability to foster strong sustainable relationships with those stakeholders. Companies should articulate how they address adverse impacts that could arise from their business practices and affect critical business relationships with their stakeholders. We expect companies to implement, to the extent appropriate, monitoring processes (often referred to as due diligence) to identify and mitigate potential adverse impacts, and grievance mechanisms to remediate any actual adverse impacts. The maintenance of trust within these relationships is often equated with a company’s social license to operate.

To ensure transparency and accountability, companies should report on how they have identified their key stakeholders and considered their interests in business decision-making, demonstrating the applicable governance, strategy, risk management, and metrics and targets. This approach should be overseen by the board, whose job it is to ensure that the approach taken is informed by and aligns with the company’s purpose.

General corporate governance matters and shareholder protections

BlackRock believes that shareholders have a right to material and timely information on the financial performance and viability of the companies in which they invest. In addition, companies should also publish information on the governance structures in place and the rights of shareholders to influence these structures. The reporting and disclosure provided by companies help shareholders assess whether their economic interests have been protected and the quality of the board’s oversight of management. We believe shareholders should have the right to vote on key corporate governance matters, including changes to governance mechanisms, to submit proposals to the shareholders’ meeting, and to call special meetings of shareholders.

Shareholder proposals

In most markets in which BlackRock invests on behalf of clients, shareholders have the right to submit proposals to be voted on by shareholders at a company’s annual or extraordinary meeting, as long as eligibility and procedural requirements are met. The matters that we see put forward by shareholders address a wide range of topics, including governance reforms, capital management, and improvements in the management or disclosure of environmental and social risks.

When assessing shareholder proposals, we evaluate each proposal on its merit, with a singular focus on its implications for long-term value creation. We consider the business and economic relevance of the issue raised, as well as its materiality and the urgency with which we believe it should be addressed. We take into consideration the legal effect of the proposal, as shareholder proposals may be advisory or legally binding depending on the jurisdiction. We would not support proposals that we believe would result in over-reaching into the basic business decisions of the issuer.

Where a proposal is focused on an issue that we agree needs to be addressed and the intended outcome is consistent with long-term value creation, we will look to the board and management to demonstrate that the company has met the intent of the request made in the shareholder proposal. Where our analysis and / or engagement indicate a need for improvement in the company’s approach to the issue, we will support shareholder proposals that are reasonable and not unduly constraining on management. Alternatively, or in addition, we may vote against the re-election of one of more directors if, in our assessment, the board has not responded sufficiently or with an appropriate sense of urgency.

 

LOGO    10


BlackRock’s oversight of its investment

stewardship activities

Oversight

We hold ourselves to a very high standard in our investment stewardship activities, including proxy voting. To meet this standard, BIS is comprised of BlackRock employees who do not have other responsibilities other than their roles in BIS. BIS is considered an investment function.

BlackRock maintains three regional advisory committees (“Stewardship Advisory Committees”) for (a) the Americas; (b) Europe, the Middle East and Africa (“EMEA”); and (c) Asia-Pacific, generally consisting of senior BlackRock investment professionals and/or senior employees with practical boardroom experience. The regional Stewardship Advisory Committees review and advise on amendments to BIS proxy voting guidelines covering markets within each respective region (“Guidelines”).

In addition to the regional Stewardship Advisory Committees, the Investment Stewardship Global Oversight Committee (“Global Committee”) is a risk-focused committee, comprised of senior representatives from various BlackRock investment teams, a senior legal representative, the Global Head of Investment Stewardship (“Global Head”), and other senior executives with relevant experience and team oversight.

The Global Head has primary oversight of the activities of BIS, including voting in accordance with the Guidelines, which require the application of professional judgment and consideration of each company’s unique circumstances. The Global Committee reviews and approves amendments to these Principles. The Global Committee also reviews and approves amendments to the regional Guidelines, as proposed by the regional Stewardship Advisory Committees.

In addition, the Global Committee receives and reviews periodic reports regarding the votes cast by BIS, as well as updates on material process issues, procedural changes, and other risk oversight considerations. The Global Committee reviews these reports in an oversight capacity as informed by the BIS corporate governance engagement program and the Guidelines.

BIS carries out engagement with companies, monitors and executes proxy votes, and conducts vote operations (including maintaining records of votes cast) in a manner consistent with the relevant Guidelines. BIS also conducts research on corporate governance issues and participates in industry discussions to contribute to and keep abreast of important developments in the corporate governance field. BIS may utilize third parties for certain of the foregoing activities and performs oversight of those third parties. BIS may raise complicated or particularly controversial matters for internal discussion with the relevant investment teams and/or refer such matters to the appropriate regional Stewardship Advisory Committees for review, discussion and guidance prior to making a voting decision.

Vote execution

We carefully consider proxies submitted to funds and other fiduciary account(s) (“Fund” or “Funds”) for which we have voting authority. BlackRock votes (or refrains from voting) proxies for each Fund for which we have voting authority based on our evaluation of the best long-term economic interests of our clients as shareholders, in the exercise of our independent business judgment, and without regard to the relationship of the issuer of the proxy (or any shareholder proponent or dissident shareholder) to the Fund, the Fund’s affiliates (if any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and procedures”, below).

When exercising voting rights, BlackRock will normally vote on specific proxy issues in accordance with the Guidelines for the relevant market. The Guidelines are reviewed regularly and are amended consistent with changes in the local market practice, as developments in corporate governance occur, or as otherwise deemed advisable by the applicable Stewardship Advisory Committees. BIS analysts may, in the exercise of their professional judgment, conclude that the Guidelines do not cover the specific matter upon which a proxy vote is required or that an exception to the Guidelines would be in the best long-term economic interests of BlackRock’s clients.

 

LOGO    11


In the uncommon circumstance of there being a vote with respect to fixed income securities or the securities of privately held issuers, the decision generally will be made by a Fund’s portfolio managers and/or BIS based on their assessment of the particular transactions or other matters at issue.

In certain markets, proxy voting involves logistical issues which can affect BlackRock’s ability to vote such proxies, as well as the desirability of voting such proxies. These issues include, but are not limited to: (i) untimely notice of shareholder meetings; (ii) restrictions on a foreigner’s ability to exercise votes; (iii) requirements to vote proxies in person; (iv) “share-blocking” (requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified period in proximity to the shareholder meeting); (v) potential difficulties in translating the proxy; (vi) regulatory constraints; and (vii) requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions. We are not supportive of impediments to the exercise of voting rights such as share-blocking or overly burdensome administrative requirements.

As a consequence, BlackRock votes proxies on a “best-efforts” basis. In addition, BIS may determine that it is generally in the best interests of BlackRock’s clients not to vote proxies if the costs (including but not limited to opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the benefit the client would derive by voting on the proposal.

Portfolio managers have full discretion to vote the shares in the Funds they manage based on their analysis of the economic impact of a particular ballot item. Portfolio managers may from time to time reach differing views on how best to maximize economic value with respect to a particular investment. Therefore, portfolio managers may, and sometimes do, vote shares in the Funds under their management differently from one another. However, because BlackRock’s clients are mostly long-term investors with long-term economic goals, ballots are frequently cast in a uniform manner.

Conflicts management policies and procedures

BIS maintains policies and procedures that seek to prevent undue influence on BlackRock’s proxy voting activity. Such influence might stem from any relationship between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or BlackRock employees. The following are examples of sources of perceived or potential conflicts of interest:

 

 

BlackRock clients who may be issuers of securities or proponents of shareholder resolutions

 

 

BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder resolutions

 

 

BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock

 

 

Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock

 

 

Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock

 

 

BlackRock, Inc. board members who serve as senior executives of public companies held in Funds managed by BlackRock

BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:

 

 

Adopted the Guidelines which are designed to advance our clients’ interests in the companies in which BlackRock invests on behalf of clients.

 

 

Established a reporting structure that separates BIS from employees with sales, vendor management, or business partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship with such parties. Clients or business partners are not given special treatment or differentiated access to BIS. BIS prioritizes engagements based on factors including, but not limited to, our need for additional information to make a voting decision or our view on the likelihood that an engagement could lead to positive outcome(s) over time for the economic value of the company. Within the normal course of business, BIS may engage directly with BlackRock clients, business partners and/or third parties, and/or with employees with sales, vendor management, or business partnership roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting needs, and/or to otherwise ensure that proxy-related client service levels are met.

 

LOGO    12


 

Determined to engage, in certain instances, an independent fiduciary to vote proxies as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance requirements, or as may be otherwise required by applicable law. In such circumstances, the independent fiduciary provides BlackRock’s proxy voting agent with instructions, in accordance with the Guidelines, as to how to vote such proxies, and BlackRock’s proxy voting agent votes the proxy in accordance with the independent fiduciary’s determination. BlackRock uses an independent fiduciary to vote proxies of BlackRock, Inc. and companies affiliated with BlackRock, Inc. BlackRock may also use an independent fiduciary to vote proxies of:

 

  i.

public companies that include BlackRock employees on their boards of directors,

 

  ii.

public companies of which a BlackRock, Inc. board member serves as a senior executive,

 

  iii.

public companies that are the subject of certain transactions involving BlackRock Funds,

 

  iv.

public companies that are joint venture partners with BlackRock, and

 

  v.

public companies when legal or regulatory requirements compel BlackRock to use an independent fiduciary.

In selecting an independent fiduciary, we assess several characteristics, including but not limited to: independence, an ability to analyze proxy issues and vote in the best economic interest of our clients, reputation for reliability and integrity, and operational capacity to accurately deliver the assigned votes in a timely manner. We may engage more than one independent fiduciary, in part in order to mitigate potential or perceived conflicts of interest at an independent fiduciary. The Global Committee appoints and reviews the performance of the independent fiduciaries, generally on an annual basis.

When so authorized, BlackRock acts as a securities lending agent on behalf of Funds. With regard to the relationship between securities lending and proxy voting, BlackRock’s approach is driven by our clients’ economic interests. The decision whether to recall securities on loan to vote is based on a formal analysis of the revenue producing value to clients of loans, against the assessed economic value of casting votes. Generally, we expect that the likely economic value to clients of casting votes would be less than the securities lending income, either because, in our assessment, the resolutions being voted on will not have significant economic consequences or because the outcome would not be affected by BlackRock voting the loaned securities that were recalled in order to vote. BlackRock also may, in our discretion, determine that the value of voting outweighs the cost of recalling shares, and thus recall shares to vote in that instance.

Periodically, BlackRock reviews our process for determining whether to recall securities on loan in order to vote and may modify it as necessary.

Voting guidelines

The issue-specific Guidelines published for each region/country in which we vote are intended to summarize BlackRock’s general philosophy and approach to issues that may commonly arise in the proxy voting context in each market where we invest. The Guidelines are not intended to be exhaustive. BIS applies the Guidelines on a case-by-case basis, in the context of the individual circumstances of each company and the specific issue under review. As such, the Guidelines do not indicate how BIS will vote in every instance. Rather, they reflect our view about corporate governance issues generally, and provide insight into how we typically approach issues that commonly arise on corporate ballots.

Reporting and vote transparency

Investment stewardship is how we use our voice as an investor to promote sound corporate governance and business practices to help maximize long-term shareholder value for our clients, the vast majority of whom are investing for long-term goals such as retirement. We are committed to transparency in the stewardship work we do on behalf of clients. We inform clients about our engagement and voting policies and activities through direct communication and through disclosure on our website. Each year we publish an annual report as well as quarterly stewardship reports which provide a global overview of our investment stewardship engagement and voting activities during the quarter, including market

 

LOGO    13


developments, speaking engagements, and engagement, and voting statistics. Additionally, we make public our market-specific voting guidelines for the benefit of clients and companies with whom we engage. We also publish commentaries to share our perspective on market developments and emerging key themes.

At a more granular level, we publish quarterly our vote record for each company that held a shareholder meeting during the period, showing how we voted on each proposal and explaining any votes against management proposals or on shareholder proposals. For shareholder meetings where a vote might be high profile or of significant interest to clients, we publish a voting bulletin shortly after the meeting, disclosing and explaining our vote on key proposals. We also publish a quarterly list of all companies we engaged and the key topics addressed in the engagement meeting.

In this way, we help inform our clients about the work we do on their behalf in promoting the governance and business practices that support long-term sustainable value creation.

 

 

 

 

This document is provided for information purposes only and is subject to change. Reliance upon this information is at the sole discretion of the reader.

Prepared by BlackRock, Inc.

©2020 BlackRock, Inc. All rights reserved.

 

LOGO    14

LOGO


Contents

 

Introduction

     3  

Voting guidelines

     3  

Boards and directors

     3  

Auditors and audit-related issues

     9  

Capital structure proposals

     9  

Mergers, acquisitions, asset sales, and other special transactions

     10  

Executive compensation

     11  

Environmental and social issues

     13  

General corporate governance matters

     15  

Shareholder protections

     16  

If you would like additional information, please contact:

ContactStewardship@blackrock.com

 

LOGO   


These guidelines should be read in conjunction with the BlackRock Investment Stewardship Global Principles.

Introduction

We believe BlackRock has a responsibility to monitor and provide feedback to companies, in our role as stewards of our clients’ investments. BlackRock Investment Stewardship (“BIS”) does this through engagement with management teams and/or board members on material business issues, including environmental, social, and governance (“ESG”) matters and, for those clients who have given us authority, through voting proxies in the best long-term economic interests of our clients.

The following issue-specific proxy voting guidelines (the “Guidelines”) are intended to summarize BIS’ general philosophy and approach to ESG factors, as well as our expectations of directors, that most commonly arise in proxy voting for U.S. securities. These Guidelines are not intended to limit the analysis of individual issues at specific companies or provide a guide to how BlackRock will vote in every instance. They are applied with discretion, taking into consideration the range of issues and facts specific to the company, as well as individual ballot items.

Voting guidelines

These guidelines are divided into eight key themes, which group together the issues that frequently appear on the agenda of annual and extraordinary meetings of shareholders:

 

 

Boards and directors

 

 

Auditors and audit-related issues

 

 

Capital structure

 

 

Mergers, acquisitions, asset sales, and other special transactions

 

 

Executive compensation

 

 

Environmental and social issues

 

 

General corporate governance matters

 

 

Shareholder protections

Boards and directors

The effective performance of the board is critical to the economic success of the company and the protection of shareholders’ interests. As part of their responsibilities, board members owe fiduciary duties to shareholders in overseeing the strategic direction and operation of the company. For this reason, BlackRock focuses on directors in many of our engagements and sees the election of directors as one of our most critical responsibilities.

Disclosure of material issues that affect the company’s long-term strategy and value creation, including material ESG factors, is essential for shareholders to be able to appropriately understand and assess how effectively the board is identifying, managing, and mitigating risks.

Where we conclude that a board has failed to address or disclose one or more material issues within a specified timeframe, we may hold directors accountable or take other appropriate action in the context of our voting decisions.

Director elections

Where a board has not adequately demonstrated, through company disclosures and actions, how material issues are appropriately identified, managed, and overseen, we will consider withholding our support for the re-election of directors whom we hold accountable.

 

LOGO    Proxy voting guidelines for U.S. securities  |  3


In addition, we may withhold votes from directors or members of particular board committees in certain situations, as indicated below.

Independence

We expect a majority of the directors on the board to be independent. In addition, all members of key committees, including audit, compensation, and nominating/ governance committees, should be independent. Our view of independence may vary from listing standards.

Common impediments to independence may include:

 

 

Employment as a senior executive by the company or a subsidiary within the past five years

 

 

An equity ownership in the company in excess of 20%

 

 

Having any other interest, business, or relationship (professional or personal) which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company

 

 

When evaluating controlled companies, as defined by the U.S. stock exchanges, we may vote against insiders or affiliates who sit on the audit committee, but not other key committees

We may vote against directors serving on key committees who we do not consider to be independent.

Oversight

We expect the board to exercise appropriate oversight over management and business activities of the company. We will consider voting against committee members and/or individual directors in the following circumstances:

 

 

Where the board has failed to exercise sufficient oversight with regard to material ESG risk factors, or the company has failed to provide shareholders with adequate disclosure to conclude appropriate strategic consideration is given to these factors by the board

 

 

Where the board has failed to exercise oversight with regard to accounting practices or audit oversight, we will consider voting against the current audit committee, and any other members of the board who may be responsible. For example, we may vote against members of the audit committee during a period when the board failed to facilitate quality, independent auditing if substantial accounting irregularities suggest insufficient oversight by that committee

 

 

Members of the compensation committee during a period in which executive compensation appears excessive relative to performance and peers, and where we believe the compensation committee has not already substantially addressed this issue

 

 

The chair of the nominating/ governance committee, or where no chair exists, the nominating/governance committee member with the longest tenure, where the board is not comprised of a majority of independent directors. This may not apply in the case of a controlled company

 

 

Where it appears the director has acted (at the company or at other companies) in a manner that compromises his/ her ability to represent the best long-term economic interests of shareholders

 

 

Where a director has a multi-year pattern of poor attendance at combined board and applicable committee meetings, or a director has poor attendance in a single year with no disclosed rationale. Excluding exigent circumstances, BlackRock generally considers attendance at less than 75% of the combined board and applicable committee meetings to be poor attendance

 

 

Where a director serves on an excessive number of boards, which may limit his/ her capacity to focus on each board’s requirements. The following identifies the maximum number of boards on which a director may serve, before he/ she is considered to be over-committed:

 

LOGO    Proxy voting guidelines for U.S. securities  |  4


    

 

Public Company        

Executive or Fund        

Manager1        

 

   # Outside Public Boards2             Total # of Public Boards      
       

Director A

 

      1    2
       

Director B

 

        3    4

Responsiveness to shareholders

We expect a board to be engaged and responsive to its shareholders, including acknowledging voting outcomes for shareholder proposals, director elections, compensation, and other ballot items. Where we believe a board has not substantially addressed shareholder concerns, we may vote against the responsible committees and/or individual directors. The following illustrates common circumstances:

 

 

The independent chair or lead independent director, members of the nominating/governance committee, and/or the longest tenured director(s), where we observe a lack of board responsiveness to shareholders, evidence of board entrenchment, and/or failure to plan for adequate board member succession

 

 

The chair of the nominating/governance committee, or where no chair exists, the nominating/governance committee member with the longest tenure, where board member(s) at the most recent election of directors have received against votes from more than 25% of shares voted, and the board has not taken appropriate action to respond to shareholder concerns. This may not apply in cases where BlackRock did not support the initial against vote

 

 

The independent chair or lead independent director and/ or members of the nominating/governance committee, where a board fails to consider shareholder proposals that receive substantial support, and the proposals, in our view, have a material impact on the business, shareholder rights, or the potential for long-term value creation

Shareholder rights

We expect a board to act with integrity and to uphold governance best practices. Where we believe a board has not acted in the best interests of its shareholders, we may vote against the appropriate committees and/or individual directors. The following illustrates common circumstances:

 

 

The independent chair or lead independent director and members of the nominating/governance committee, where a board implements or renews a poison pill without shareholder approval

 

 

The independent chair or lead independent director and members of the nominating/governance committee, where a board amends the charter/articles/bylaws such that the effect may be to entrench directors or to significantly reduce shareholder rights

 

 

Members of the compensation committee where the company has repriced options without shareholder approval

 

 

If a board maintains a classified structure, it is possible that the director(s) with whom we have a particular concern may not be subject to election in the year that the concern arises. In such situations, if we have a concern regarding the actions of a committee and the responsible member(s) or committee chair are not up for re-election, we will generally register our concern by voting against all available members of the relevant committee

 

 

1 In this instance, “fund manager” refers to individuals whose full-time employment involves responsibility for the investment and oversight of fund vehicles, and those who have employment as professional investors and provide oversight for those holdings.

2 In addition to the company under review

 

LOGO    Proxy voting guidelines for U.S. securities  |  5


Board composition and effectiveness

We encourage boards to periodically renew their membership to ensure relevant skills and experience within the boardroom. To this end, regular performance reviews and skills assessments should be conducted by the nominating/ governance committee or the lead independent director.

Furthermore, we expect boards to be comprised of a diverse selection of individuals who bring their personal and professional experiences to bear in order to create a constructive debate of a variety of views and opinions in the boardroom. We recognize that diversity has multiple dimensions. In identifying potential candidates, boards should take into consideration the full breadth of diversity, including personal factors, such as gender, ethnicity, race, and age, as well as professional characteristics, such as a director’s industry, area of expertise, and geographic location. In addition to other elements of diversity, we encourage companies to have at least two women directors on their board. Our publicly available commentary explains our approach to engaging on board diversity.

We encourage boards to disclose:

 

 

The mix of competencies, experience, and other qualities required to effectively oversee and guide management in light of the stated long-term strategy of the company

 

 

The process by which candidates are identified and selected, including whether professional firms or other sources outside of incumbent directors’ networks have been engaged to identify and/or assess candidates

 

 

The process by which boards evaluate themselves and any significant outcomes of the evaluation process, without divulging inappropriate and/ or sensitive details

 

 

Demographics related to board diversity, including, but not limited to, gender, ethnicity, race, age, and geographic location, in addition to measurable milestones to achieve a boardroom reflective of multi-faceted racial, ethnic, and gender representation

Our primary concern is that board members are able to contribute effectively as corporate strategy evolves and business conditions change. We acknowledge that no single person can be expected to bring all relevant skill sets to a board; at the same time, we generally do not believe it is necessary or appropriate to have any particular director on the board solely by virtue of a singular background or specific area of expertise.

Where boards find that age limits or term limits are the most efficient and objective mechanism for ensuring periodic board refreshment, we generally defer to the board’s determination in setting such limits. BlackRock will also consider the average board tenure to evaluate processes for board renewal. We may oppose boards that appear to have an insufficient mix of short-, medium-, and long-tenured directors.

To the extent that a company has not adequately accounted for diversity in its board composition within a reasonable timeframe, based on our assessment, we may vote against members of the nominating/governance committee for an apparent lack of commitment to board effectiveness.

Board size

We typically defer to the board in setting the appropriate size and believe directors are generally in the best position to assess the optimal board size to ensure effectiveness. However, we may oppose boards that appear too small to allow for the necessary range of skills and experience or too large to function efficiently.

CEO and management succession planning

There should be a robust CEO and senior management succession plan in place at the board level that is reviewed and updated on a regular basis. We expect succession planning to cover both long-term planning consistent with the strategic direction of the company and identified leadership needs over time, as well as short-term planning in the event of an unanticipated executive departure. We encourage the company to explain its executive succession planning process,

 

LOGO    Proxy voting guidelines for U.S. securities  |  6


including where accountability lies within the boardroom for this task, without prematurely divulging sensitive information commonly associated with this exercise.

Classified board of directors/staggered terms

We believe that directors should be re-elected annually; classification of the board generally limits shareholders’ rights to regularly evaluate a board’s performance and select directors. While we will typically support proposals requesting board de-classification, we may make exceptions, should the board articulate an appropriate strategic rationale for a classified board structure, such as when a company needs consistency and stability during a time of transition, e.g. newly public companies or companies undergoing a strategic restructuring. A classified board structure may also be justified at non-operating companies, e.g. closed-end funds or business development companies (BDC),3 in certain circumstances. We would, however, expect boards with a classified structure to periodically review the rationale for such structure and consider when annual elections might be more appropriate.

Without a voting mechanism to immediately address concerns about a specific director, we may choose to vote against the available slate of directors (see “Shareholder rights” for additional detail).

Contested director elections

The details of contested elections, or proxy contests, are assessed on a case-by-case basis. We evaluate a number of factors, which may include: the qualifications of the dissident and management candidates; the validity of the concerns identified by the dissident; the viability of both the dissident’s and management’s plans; the ownership stake and holding period of the dissident; the likelihood that the dissident’s solutions will produce the desired change; and whether the dissident represents the best option for enhancing long-term shareholder value.

Cumulative voting

We believe that a majority vote standard is in the best long-term interests of shareholders. It ensures director accountability through the requirement to be elected by more than half of the votes cast. As such, we will generally oppose proposals requesting the adoption of cumulative voting, which may disproportionately aggregate votes on certain issues or director candidates.

Director compensation and equity programs

We believe that compensation for directors should be structured to attract and retain directors, while also aligning their interests with those of shareholders. We believe director compensation packages that are based on the company’s long-term value creation and include some form of long-term equity compensation are more likely to meet this goal. In addition, we expect directors to build meaningful share ownership over time.

Majority vote requirements

BlackRock believes that directors should generally be elected by a majority of the shares voted and will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections. Majority vote standards assist in ensuring that directors who are not broadly supported by shareholders are not elected to serve as their representatives. Some companies with a plurality voting standard have adopted a resignation policy for directors who do not receive support from at least a majority of votes cast. Where we believe that the company already has a sufficiently robust majority voting process in place, we may not support a shareholder proposal seeking an alternative mechanism.

We note that majority voting may not be appropriate in all circumstances, for example, in the context of a contested election, or for majority-controlled companies.

 

 

3A BDC is a special investment vehicle under the Investment Company Act of 1940 that is designed to facilitate capital formation for small and middle-market companies.

 

LOGO    Proxy voting guidelines for U.S. securities  |  7


Risk oversight

Companies should have an established process for identifying, monitoring, and managing business and material ESG risks. Independent directors should have access to relevant management information and outside advice, as appropriate, to ensure they can properly oversee risk. We encourage companies to provide transparency around risk management, mitigation, and reporting to the board. We are particularly interested in understanding how risk oversight processes evolve in response to changes in corporate strategy and/or shifts in the business and related risk environment. Comprehensive disclosure provides investors with a sense of the company’s long-term operational risk management practices and, more broadly, the quality of the board’s oversight. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk.

Separation of chairman and CEO

We believe that independent leadership is important in the boardroom. There are two commonly accepted structures for independent board leadership: 1) an independent chairman; or 2) a lead independent director when the roles of chairman and CEO are combined.

In the absence of a significant governance concern, we defer to boards to designate the most appropriate leadership structure to ensure adequate balance and independence.

In the event that the board chooses a combined chair/CEO model, we generally support the designation of a lead independent director if they have the power to: 1) provide formal input into board meeting agendas; 2) call meetings of the independent directors; and 3) preside at meetings of independent directors. Furthermore, while we anticipate that most directors will be elected annually, we believe an element of continuity is important for this role to provide appropriate leadership balance to the chair/CEO.

The following table illustrates examples of responsibilities under each board leadership model:

 

   
     Combined Chair/ CEO Model    Separate Chair Model
     
     Chair/ CEO    Lead Independent Director    Chair

Board Meetings

  

 

Authority to call full meetings of the board of directors

  

 

Attends full meetings of the board of directors

 

Authority to call meetings of independent directors

 

Briefs CEO on issues arising from executive sessions

 

  

 

Authority to call full meetings of the board of directors

Agenda

  

 

Primary responsibility for shaping board agendas, consulting with the lead independent director

 

   Collaborates with chair/ CEO to set board agenda and board information    Primary responsibility for shaping board agendas, in conjunction with CEO

Board
Communications

  

 

Communicates with all directors on key issues and concerns outside of full board meetings

  

 

Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning

  

 

Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning

 

LOGO    Proxy voting guidelines for U.S. securities  |  8


Auditors and audit-related issues

BlackRock recognizes the critical importance of financial statements to provide a complete and accurate portrayal of a company’s financial condition. Consistent with our approach to voting on boards of directors, we seek to hold the audit committee of the board responsible for overseeing the management of the audit function at a company, and may vote against the audit committee members where the board has failed to facilitate quality, independent auditing. We look to the audit committee report for insight into the scope of the audit committee responsibilities, including an overview of audit committee processes, issues on the audit committee agenda, and key decisions taken by the audit committee. We take particular note of cases involving significant financial restatements or material weakness disclosures, and we expect timely disclosure and remediation of accounting irregularities.

The integrity of financial statements depends on the auditor effectively fulfilling its role. To that end, we favor an independent auditor. In addition, to the extent that an auditor fails to reasonably identify and address issues that eventually lead to a significant financial restatement, or the audit firm has violated standards of practice that protect the interests of shareholders, we may also vote against ratification.

From time to time, shareholder proposals may be presented to promote auditor independence or the rotation of audit firms. We may support these proposals when they are consistent with our views as described above.

Capital structure proposals

Equal voting rights

BlackRock believes that shareholders should be entitled to voting rights in proportion to their economic interests. We believe that companies that look to add or already have dual or multiple class share structures should review these structures on a regular basis, or as company circumstances change. Companies with multiple share classes should receive shareholder approval of their capital structure on a periodic basis via a management proposal on the company’s proxy. The proposal should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs to shareholders.

Blank check preferred stock

We frequently oppose proposals requesting authorization of a class of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock) because they may serve as a transfer of authority from shareholders to the board and as a possible entrenchment device. We generally view the board’s discretion to establish voting rights on a when-issued basis as a potential anti-takeover device, as it affords the board the ability to place a block of stock with an investor sympathetic to management, thereby foiling a takeover bid without a shareholder vote.

Nonetheless, we may support the proposal where the company:

 

 

Appears to have a legitimate financing motive for requesting blank check authority

 

 

Has committed publicly that blank check preferred shares will not be used for anti-takeover purposes

 

 

Has a history of using blank check preferred stock for financings

 

 

Has blank check preferred stock previously outstanding such that an increase would not necessarily provide further anti-takeover protection but may provide greater financing flexibility

Increase in authorized common shares

BlackRock will evaluate requests to increase authorized shares on a case-by-case basis, in conjunction with industry-specific norms and potential dilution, as well as a company’s history with respect to the use of its common shares.

 

LOGO    Proxy voting guidelines for U.S. securities  |  9


Increase or issuance of preferred stock

We generally support proposals to increase or issue preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and where the terms of the preferred stock appear reasonable.

Stock splits

We generally support stock splits that are not likely to negatively affect the ability to trade shares or the economic value of a share. We generally support reverse stock splits that are designed to avoid delisting or to facilitate trading in the stock, where the reverse split will not have a negative impact on share value (e.g. one class is reduced while others remain at pre-split levels). In the event of a proposal for a reverse split that would not proportionately reduce the company’s authorized stock, we apply the same analysis we would use for a proposal to increase authorized stock.

Mergers, acquisitions, asset sales, and other special transactions

In assessing mergers, acquisitions, asset sales, or other special transactions, BlackRock’s primary consideration is the long-term economic interests of our clients as shareholders. Boards proposing a transaction need to clearly explain the economic and strategic rationale behind it. We will review a proposed transaction to determine the degree to which it enhances long-term shareholder value. While mergers, acquisitions, asset sales, and other special transaction proposals vary widely in scope and substance, we closely examine certain salient features in our analyses, such as:

 

 

The degree to which the proposed transaction represents a premium to the company’s trading price. We consider the share price over multiple time periods prior to the date of the merger announcement. We may consider comparable transaction analyses provided by the parties’ financial advisors and our own valuation assessments. For companies facing insolvency or bankruptcy, a premium may not apply

 

 

There should be clear strategic, operational, and/ or financial rationale for the combination

 

 

Unanimous board approval and arm’s-length negotiations are preferred. We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arm’s-length bidding process. We may also consider whether executive and/ or board members’ financial interests appear likely to affect their ability to place shareholders’ interests before their own

 

 

We prefer transaction proposals that include the fairness opinion of a reputable financial advisor assessing the value of the transaction to shareholders in comparison to recent similar transactions

Poison pill plans

Where a poison pill is put to a shareholder vote by management, our policy is to examine these plans individually. Although we oppose most plans, we may support plans that include a reasonable “qualifying offer clause.” Such clauses typically require shareholder ratification of the pill and stipulate a sunset provision whereby the pill expires unless it is renewed. These clauses also tend to specify that an all-cash bid for all shares that includes a fairness opinion and evidence of financing does not trigger the pill, but forces either a special meeting at which the offer is put to a shareholder vote, or requires the board to seek the written consent of shareholders, where shareholders could rescind the pill at their discretion. We may also support a pill where it is the only effective method for protecting tax or other economic benefits that may be associated with limiting the ownership changes of individual shareholders.

We generally vote in favor of shareholder proposals to rescind poison pills.

Reimbursement of expenses for successful shareholder campaigns

We generally do not support shareholder proposals seeking the reimbursement of proxy contest expenses, even in situations where we support the shareholder campaign. We believe that introducing the possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns.

 

LOGO    Proxy voting guidelines for U.S. securities  |  10


Executive compensation

BlackRock expects a company’s board of directors to put in place a compensation structure that incentivizes and rewards executives appropriately and is aligned with shareholder interests, particularly the generation of sustainable long-term value.

We expect the compensation committee to carefully consider the specific circumstances of the company and the key individuals the board is focused on incentivizing. We encourage companies to ensure that their compensation plans incorporate appropriate and rigorous performance metrics consistent with corporate strategy and market practice. We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. We hold members of the compensation committee, or equivalent board members, accountable for poor compensation practices or structures.

BlackRock believes that there should be a clear link between variable pay and company performance that drives value creation. We are generally not supportive of one-off or special bonuses unrelated to company or individual performance. Where discretion has been used by the compensation committee, we expect disclosure relating to how and why the discretion was used and further, how the adjusted outcome is aligned with the interests of shareholders.

We acknowledge that the use of peer group evaluation by compensation committees can help calibrate competitive pay; however, we are concerned when the rationale for increases in total compensation is solely based on peer benchmarking, rather than absolute outperformance.

We support incentive plans that foster the sustainable achievement of results consistent with the company’s long-term strategic initiatives. The vesting timeframes associated with incentive plans should facilitate a focus on long-term value creation. Compensation committees should guard against contractual arrangements that would entitle executives to material compensation for early termination of their contract. Finally, pension contributions and other deferred compensation arrangements should be reasonable in light of market practice.

“Say on Pay” advisory resolutions

In cases where there is a “Say on Pay” vote, BlackRock will respond to the proposal as informed by our evaluation of compensation practices at that particular company and in a manner that appropriately addresses the specific question posed to shareholders. In a commentary on our website, entitled “BlackRock Investment Stewardship’s approach to executive compensation,” we explain our expectations related to executive compensation practices, our “Say on Pay” analysis framework, and our typical approach to engagement and voting on “Say on Pay.”

Where we conclude that a company has failed to align pay with performance, we will vote against the management compensation proposal and consider voting against the compensation committee members.

Frequency of “Say on Pay” advisory resolutions

BlackRock will generally support annual advisory votes on executive compensation, and will consider biennial and triennial timeframes, absent compensation concerns. In evaluating pay, we believe that the compensation committee is responsible for constructing a plan that appropriately incentivizes executives for long-term value creation, utilizing relevant metrics and structure to promote overall pay and performance alignment.

Clawback proposals

We generally favor recoupment from any senior executive whose compensation was based on faulty financial reporting or deceptive business practices. We also favor recoupment from any senior executive whose behavior caused material financial harm to shareholders, material reputational risk to the company, or resulted in a criminal proceeding, even if such actions did not ultimately result in a material restatement of past results. This includes, but is not limited to, settlement agreements arising from such behavior and paid for directly by the company. We typically support shareholder proposals on these matters unless the company already has a robust claw back policy that sufficiently addresses our concerns.

 

LOGO    Proxy voting guidelines for U.S. securities  |  11


Employee stock purchase plans

We believe employee stock purchase plans (“ESPP”) are an important part of a company’s overall human capital management strategy and can provide performance incentives to help align employees’ interests with those of shareholders. The most common form of ESPP qualifies for favorable tax treatment under Section 423 of the Internal Revenue Code. We will typically support qualified ESPP proposals.

Equity compensation plans

BlackRock supports equity plans that align the economic interests of directors, managers, and other employees with those of shareholders. We believe that boards should establish policies prohibiting the use of equity awards in a manner that could disrupt the intended alignment with shareholder interests (e.g. the use of stock as collateral for a loan; the use of stock in a margin account; the use of stock in hedging or derivative transactions). We may support shareholder proposals requesting the establishment of such policies.

Our evaluation of equity compensation plans is based on a company’s executive pay and performance relative to peers and whether the plan plays a significant role in a pay-for-performance disconnect. We generally oppose plans that contain “evergreen” provisions, which allow for the unlimited increase of shares reserved without requiring further shareholder approval after a reasonable time period. We also generally oppose plans that allow for repricing without shareholder approval. We may also oppose plans that provide for the acceleration of vesting of equity awards even in situations where an actual change of control may not occur. We encourage companies to structure their change of control provisions to require the termination of the covered employee before acceleration or special payments are triggered (commonly referred to as “double trigger” change of control provisions).

Golden parachutes

We generally view golden parachutes as encouragement to management to consider transactions that might be beneficial to shareholders. However, a large potential pay-out under a golden parachute arrangement also presents the risk of motivating a management team to support a sub-optimal sale price for a company.

When determining whether to support or oppose an advisory vote on a golden parachute plan, BlackRock may consider several factors, including:

 

 

Whether we believe that the triggering event is in the best interests of shareholders

 

 

Whether management attempted to maximize shareholder value in the triggering event

 

 

The percentage of total premium or transaction value that will be transferred to the management team, rather than shareholders, as a result of the golden parachute payment

 

 

Whether excessively large excise tax gross-up payments are part of the pay-out

 

 

Whether the pay package that serves as the basis for calculating the golden parachute payment was reasonable in light of performance and peers

 

 

Whether the golden parachute payment will have the effect of rewarding a management team that has failed to effectively manage the company

It may be difficult to anticipate the results of a plan until after it has been triggered; as a result, BlackRock may vote against a golden parachute proposal even if the golden parachute plan under review was approved by shareholders when it was implemented.

We may support shareholder proposals requesting that implementation of such arrangements require shareholder approval. We generally support proposals requiring shareholder approval of plans that exceed 2.99 times an executive’s current salary and bonus, including equity compensation.

 

LOGO    Proxy voting guidelines for U.S. securities  |  12


Option exchanges

We believe that there may be legitimate instances where underwater options create an overhang on a company’s capital structure and a repricing or option exchange may be warranted. We will evaluate these instances on a case-by-case basis. BlackRock may support a request to reprice or exchange underwater options under the following circumstances:

 

 

The company has experienced significant stock price decline as a result of macroeconomic trends, not individual company performance

 

 

Directors and executive officers are excluded; the exchange is value neutral or value creative to shareholders; tax, accounting, and other technical considerations have been fully contemplated

 

 

There is clear evidence that absent repricing, the company will suffer serious employee incentive or retention and recruiting problems

BlackRock may also support a request to exchange underwater options in other circumstances, if we determine that the exchange is in the best interests of shareholders.

Supplemental executive retirement plans

BlackRock may support shareholder proposals requesting to put extraordinary benefits contained in supplemental executive retirement plans (“SERP”) to a shareholder vote unless the company’s executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans.

Environmental and social issues

We believe that well-managed companies deal effectively with material ESG factors relevant to their businesses. As stated throughout this document, governance is the core structure by which boards can oversee the creation of sustainable long-term value—appropriate risk oversight of environmental and social (“E&S”) considerations stems from this construct.

Robust disclosure is essential for investors to effectively gauge companies’ business practices and strategic planning related to E&S risks and opportunities. When a company’s reporting is inadequate, investors, including BlackRock, will increasingly conclude that the company is not adequately managing risk. Given the increased understanding of material sustainability risks and opportunities, and the need for better information to assess them, BlackRock will advocate for continued improvement in companies’ reporting and will hold management and/ or directors accountable where disclosures or the business practices underlying them are inadequate.

BlackRock views the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and the standards put forth by the Sustainability Accounting Standards Board (SASB) as appropriate and complementary frameworks for companies to disclose financially material sustainability information. While the TCFD framework was crafted with the aim of climate-related risk disclosure, the four pillars of the TCFD—Governance, Strategy, Risk Management, and Metrics and Targets—are a useful way for companies to disclose how they identify, assess, manage, and oversee a variety of sustainability-related risks and opportunities. SASB’s industry-specific guidance (as identified in its materiality map) is beneficial in helping companies identify key performance indicators (KPIs) across various dimensions of sustainability that are considered to be financially material and decision-useful within their industry.

Accordingly, we ask companies to:

 

   

Disclose the identification, assessment, management, and oversight of sustainability-related risks in accordance with the four pillars of TCFD

 

   

Publish SASB-aligned reporting with industry-specific, material metrics and rigorous targets

See our commentary on our approach to engagement on TCFD- and SASB-aligned reporting for greater detail of our expectations.

 

LOGO    Proxy voting guidelines for U.S. securities  |  13


Climate risk

BlackRock believes that climate change has become a defining factor in companies’ long-term prospects. We expect every company to help their investors understand how the company may be impacted by climate-related risks and opportunities, and how they are considered within the company’s strategy.

Specifically, we expect companies to articulate how they are aligned to a scenario in which global warming is limited to well below 2° C and is consistent with a global aspiration to reach net zero GHG emissions by 2050.4 In order to assess companies’ progress, BIS expects carbon-intensive companies to disclose explicit GHG emissions reduction targets.

The public and private sectors have roles to play in aligning greenhouse gas reduction efforts with targets based on science, where available to curb the worst effects of climate change and reach the global goal of carbon neutrality by mid-century. Companies have an opportunity to utilize and contribute to the development of current and future low-carbon transition technologies, which are an important consideration for the rate at which emissions can be reduced. We expect companies to disclose how they are considering these challenges, alongside opportunities for innovation, within their strategy and emissions reduction efforts.

We may support shareholder proposals that ask companies to disclose climate plans aligned with our expectations.

Key stakeholder interests

As a long-term investor, we believe that in order to deliver value for shareholders, companies should also consider their stakeholders. While stakeholder groups may vary across industries, they are likely to include employees; business partners (such as suppliers and distributors); clients and consumers; government and regulators; and the communities in which companies operate. Companies that build strong relationships with their stakeholders are more likely to meet their own strategic objectives, while poor relationships may create adverse impacts that expose a company to legal, regulatory, operational, and reputational risks and jeopardize their social license to operate. We expect companies to effectively oversee and mitigate these risks with appropriate due diligence processes and board oversight.

Human capital management

A company’s approach to human capital management is a critical factor in fostering an inclusive, diverse, and engaged workforce, which contributes to business continuity, innovation, and long-term value creation. As an important component of strategy, we expect boards to oversee human capital management.

We believe that clear and consistent reporting on these matters is critical for investors to understand the composition of a company’s workforce. We expect companies to disclose workforce demographics, such as gender, race, and ethnicity in line with the US Equal Employment Opportunity Commission’s EEO-1 Survey, alongside the steps they are taking to advance diversity, equity, and inclusion. Where we believe a company’s disclosures or practices fall short relative to the market or peers, or we are unable to ascertain the board and management’s effectiveness in overseeing related risks and opportunities, we may vote against members of the appropriate committee or support relevant shareholder proposals. Our commentary on human capital management provides more information on our expectations.

Corporate political activities

Companies may engage in certain political activities, within legal and regulatory limits, in order to influence public policy consistent with the companies’ values and strategies. These activities can also create risks, including: the potential for allegations of corruption; reputational risk associated with a candidate, party, or issue; and risks that arise from the complex legal, regulatory, and compliance considerations associated with corporate political spending and lobbying

 

 

4 The global aspiration is reflective of aggregated efforts; companies in developed and emerging markets are not equally equipped to transition their business and reduce emissions at the same rate—those in developed markets with the largest market capitalization are better positioned to adapt their business models at an accelerated pace. Government policy and regional targets may be reflective of these realities.

 

LOGO    Proxy voting guidelines for U.S. securities  |  14


activity. Companies that engage in political activities should develop and maintain robust processes to guide these activities and mitigate risks, including board oversight.

When presented with shareholder proposals requesting increased disclosure on corporate political activities, BlackRock will evaluate publicly available information to consider how a company’s lobbying may impact the company. We will also evaluate whether there is alignment between a company’s stated positions on policy matters material to its strategy and the positions taken by industry groups of which it is a member. We may decide to support a shareholder proposal requesting additional disclosure if we identify a material misalignment. Additional detail can be found in our commentary on political contributions and lobbying disclosures.

General corporate governance matters

Adjourn meeting to solicit additional votes

We generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders’ best long-term economic interests.

Bundled proposals

We believe that shareholders should have the opportunity to review substantial governance changes individually without having to accept bundled proposals. Where several measures are grouped into one proposal, BlackRock may reject certain positive changes when linked with proposals that generally contradict or impede the rights and economic interests of shareholders.

Exclusive forum provisions

BlackRock generally supports proposals to seek exclusive forum for certain shareholder litigation. In cases where a board unilaterally adopts exclusive forum provisions that we consider unfavorable to the interests of shareholders, we will vote against the independent chair or lead independent director and members of the nominating/governance committee.

Multi-jurisdictional companies

Where a company is listed on multiple exchanges or incorporated in a country different from its primary listing, we will seek to apply the most relevant market guideline(s) to our analysis of the company’s governance structure and specific proposals on the shareholder meeting agenda. In doing so, we typically consider the governance standards of the company’s primary listing, the market standards by which the company governs itself, and the market context of each specific proposal on the agenda. If the relevant standards are silent on the issue under consideration, we will use our professional judgment as to what voting outcome would best protect the long-term economic interests of investors. We expect companies to disclose the rationale for their selection of primary listing, country of incorporation, and choice of governance structures, particularly where there is conflict between relevant market governance practices.

Other business

We oppose giving companies our proxy to vote on matters where we are not given the opportunity to review and understand those measures and carry out an appropriate level of shareholder oversight.

Reincorporation

Proposals to reincorporate from one state or country to another are most frequently motivated by considerations of anti-takeover protections, legal advantages, and/or cost savings. We will evaluate, on a case-by-case basis, the economic and strategic rationale behind the company’s proposal to reincorporate. In all instances, we will evaluate the changes to shareholder protections under the new charter/articles/bylaws to assess whether the move increases or decreases shareholder protections. Where we find that shareholder protections are diminished, we may support reincorporation if we determine that the overall benefits outweigh the diminished rights.

 

LOGO    Proxy voting guidelines for U.S. securities  |  15


IPO governance

We expect boards to consider and disclose how the corporate governance structures adopted upon initial public offering (“IPO”) are in shareholders’ best long-term interests. We also expect boards to conduct a regular review of corporate governance and control structures, such that boards might evolve foundational corporate governance structures as company circumstances change, without undue costs and disruption to shareholders. In our letter on unequal voting structures, we articulate our view that “one vote for one share” is the preferred structure for publicly-traded companies. We also recognize the potential benefits of dual class shares to newly public companies as they establish themselves; however, we believe that these structures should have a specific and limited duration. We will generally engage new companies on topics such as classified boards and supermajority vote provisions to amend bylaws, as we believe that such arrangements may not be in the best interest of shareholders in the long-term.

We will typically apply a one-year grace period for the application of certain director-related guidelines (including, but not limited to, responsibilities on other public company boards and board composition concerns), during which we expect boards to take steps to bring corporate governance standards in line with our expectations.

Further, if a company qualifies as an emerging growth company (an “EGC”) under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we will give consideration to the NYSE and NASDAQ governance exemptions granted under the

JOBS Act for the duration such a company is categorized as an EGC. We expect an EGC to have a totally independent audit committee by the first anniversary of its IPO, with our standard approach to voting on auditors and audit-related issues applicable in full for an EGC on the first anniversary of its IPO.

Shareholder protections

Amendment to charter/articles/bylaws

We believe that shareholders should have the right to vote on key corporate governance matters, including changes to governance mechanisms and amendments to the charter/articles/bylaws. We may vote against certain directors where changes to governing documents are not put to a shareholder vote within a reasonable period of time, particularly if those changes have the potential to impact shareholder rights (see “Director elections”). In cases where a board’s unilateral adoption of changes to the charter/articles/bylaws promotes cost and operational efficiency benefits for the company and its shareholders, we may support such action if it does not have a negative effect on shareholder rights or the company’s corporate governance structure.

When voting on a management or shareholder proposal to make changes to the charter/articles/bylaws, we will consider in part the company’s and/or proponent’s publicly stated rationale for the changes; the company’s governance profile and history; relevant jurisdictional laws; and situational or contextual circumstances which may have motivated the proposed changes, among other factors. We will typically support amendments to the charter/articles/bylaws where the benefits to shareholders outweigh the costs of failing to make such changes.

Proxy access

We believe that long-term shareholders should have the opportunity, when necessary and under reasonable conditions, to nominate directors on the company’s proxy card.

In our view, securing the right of shareholders to nominate directors without engaging in a control contest can enhance shareholders’ ability to meaningfully participate in the director election process, encourage board attention to shareholder interests, and provide shareholders an effective means of directing that attention where it is lacking. Proxy access mechanisms should provide shareholders with a reasonable opportunity to use this right without stipulating overly restrictive or onerous parameters for use, and also provide assurances that the mechanism will not be subject to abuse by short-term investors, investors without a substantial investment in the company, or investors seeking to take control of the board.

In general, we support market-standardized proxy access proposals, which allow a shareholder (or group of up to 20 shareholders) holding three percent of a company’s outstanding shares for at least three years the right to nominate the

 

LOGO    Proxy voting guidelines for U.S. securities  |  16


greater of up to two directors or 20% of the board. Where a standardized proxy access provision exists, we will generally oppose shareholder proposals requesting outlier thresholds.

Right to act by written consent

In exceptional circumstances and with sufficiently broad support, shareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. We therefore believe that shareholders should have the right to solicit votes by written consent provided that: 1) there are reasonable requirements to initiate the consent solicitation process (in order to avoid the waste of corporate resources in addressing narrowly supported interests); and 2) shareholders receive a minimum of 50% of outstanding shares to effectuate the action by written consent. We may oppose shareholder proposals requesting the right to act by written consent in cases where the proposal is structured for the benefit of a dominant shareholder to the exclusion of others, or if the proposal is written to discourage the board from incorporating appropriate mechanisms to avoid the waste of corporate resources when establishing a right to act by written consent. Additionally, we may oppose shareholder proposals requesting the right to act by written consent if the company already provides a shareholder right to call a special meeting that we believe offers shareholders a reasonable opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting.

Right to call a special meeting

In exceptional circumstances and with sufficiently broad support, shareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. Accordingly, shareholders should have the right to call a special meeting in cases where a reasonably high proportion of shareholders (typically a minimum of 15% but no higher than 25%) are required to agree to such a meeting before it is called. However, we may oppose this right in cases where the proposal is structured for the benefit of a dominant shareholder, or where a lower threshold may lead to an ineffective use of corporate resources. We generally believe that a right to act via written consent is not a sufficient alternative to the right to call a special meeting.

Simple majority voting

We generally favor a simple majority voting requirement to pass proposals. Therefore, we will support the reduction or the elimination of supermajority voting requirements to the extent that we determine shareholders’ ability to protect their economic interests is improved. Nonetheless, in situations where there is a substantial or dominant shareholder, supermajority voting may be protective of minority shareholder interests and we may support supermajority voting requirements in those situations.

Virtual meetings

Shareholders should have the opportunity to participate in the annual and special meetings for the companies in which they are invested, as these meetings facilitate an opportunity for shareholders to provide feedback and hear from the board and management. While these meetings have traditionally been conducted in-person, virtual meetings are an increasingly viable way for companies to utilize technology to facilitate shareholder accessibility, inclusiveness, and cost efficiencies. We expect shareholders to have a meaningful opportunity to participate in the meeting and interact with the board and management in these virtual settings; companies should facilitate open dialogue and allow shareholders to voice concerns and provide feedback without undue censorship.

 

LOGO    Proxy voting guidelines for U.S. securities  |  17


 

 

 

This document is provided for information purposes only and is subject to change. Reliance upon this information is at the sole discretion of the reader.

Prepared by BlackRock, Inc.

©2020 BlackRock, Inc. All rights reserved.

 

LOGO    Proxy voting guidelines for U.S. securities  |  18