BLACKROCK MID CAP DIVIDEND SERIES, INC. (Form: N-CSR, Received: 04/03/2020 15:21:03)

UNITEDSTATES

SECURITIESANDEXCHANGECOMMISSION

Washington,D.C.20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number: 811-07177

Name of Fund: BlackRock Mid Cap Dividend Fund of BlackRock Mid Cap Dividend Series, Inc.

Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809

Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BlackRock Mid Cap Dividend Fund of BlackRock Mid Cap Dividend Series, Inc., 55 East 52nd Street, New York, NY 10055

Registrant's telephone number, including area code: (800) 441-7762

Date of fiscal year end: 01/31/2020

Date of reporting period: 01/31/2020

Item 1 – Report to Stockholders


		JANUARY 31, 2020



		2020 Annual Report

BlackRock Mid Cap Dividend Series, Inc.

BlackRock Mid Cap Dividend Fund

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from BlackRock or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

You may elect to receive all future reports in paper free of charge. If you hold accounts directly with BlackRock, you can call (800) 441-7762 to inform BlackRock that you wish to continue receiving paper copies of your shareholder reports. If you hold accounts through a financial intermediary, you can follow the instructions included with this disclosure, if applicable, or contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. Please note that not all financial intermediaries may offer this service. Your election to receive reports in paper will apply to all funds advised by BlackRock Advisors, LLC, BlackRock Fund Advisors or their affiliates, or all funds held with your financial intermediary, as applicable.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive electronic delivery of shareholder reports and other communications by: (i) accessing the BlackRock website at blackrock.com/edelivery and logging into your accounts, if you hold accounts directly with BlackRock, or (ii) contacting your financial intermediary, if you hold accounts through a financial intermediary. Please note that not all financial intermediaries may offer this service.

Not FDIC Insured • May Lose Value • No Bank Guarantee

The Markets in Review

Dear Shareholder,

U.S. equities and bonds both delivered impressive returns over the last 12 months, despite fears and doubts about the economy that were ultimately laid to rest with unprecedented monetary stimulus and a sluggish yet resolute performance from the U.S. economy. Investors were further encouraged by the apparent cessation of trade hostilities between the United States and China late in 2019, although some of these gains were reversed in January 2020, as the spread of the coronavirus injected uncertainty into markets.

Returns for most securities were particularly strong in the second half of the reporting period, as investors began to realize that the U.S. economy was maintaining the modest yet steady growth that has characterized this economic cycle. In the United States, large-cap stocks led the broader market, while small-cap equities still posted healthy returns. Emerging market stocks, however, were constrained by coronavirus fears, losing most of their gains near the end of the reporting period.

Fixed-income securities played an important role in diversified portfolios by delivering strong returns amid economic uncertainty, as interest rates declined (and bond prices rose). Long-term bonds, particularly long-term Treasuries, generally posted the strongest returns, as inflation remained low despite an uptick late in the reporting period. Investment-grade and high-yield corporate bonds also posted solid returns, as the credit fundamentals in corporate markets remained relatively solid.

Continuing the shift toward looser monetary policy that began in early 2019, the U.S. Federal Reserve (the “Fed”) increased efforts to stimulate economic activity. The Fed reduced interest rates three times during the reporting period, from July 2019 to October 2019. In December 2019, the Fed further reassured markets by indicating that it is unlikely to reverse course and tighten monetary policy in the near future. Following in the Fed’s footsteps, the European Central Bank announced aggressive economic stimulus measures, including lower interest rates and the return of its bond purchasing program. The Bank of Japan continued its accommodative monetary policy, while China committed to looser credit conditions and an increase in fiscal spending.

The outpouring of global economic stimulus led to a sharp rally in risk assets throughout the world despite the headwind of rising geopolitical and trade tensions. Hopes continued to remain high as the current economic expansion became the longest in U.S. history.

Looking ahead, we believe there are reasons to remain cautious about the U.S. economy, most notably the uncertainty around the duration of the impact of the coronavirus-driven economic contraction, the U.S. presidential election and future earnings growth. At this time we are watching the developments around the world very closely to assess the full extent of the risks of economic disruption that could result from the global pandemic. Corporate earnings underperformed in 2019, but action by the Fed led to outstanding equity returns. With the future of monetary policy and consumer behaviors uncertain, earnings deterioration could act as a drag on equities.

Overall, we favor moderately increasing investment risk to benefit from expected growth. We are neutral on U.S. equities, but we favor emerging market and Japanese equities, which could benefit from an uptick in global trade and investment. Increasing cyclical exposure through value-style investing and maintaining a meaningful emphasis on high-quality companies through quality factors also makes sense for diversified investors. In fixed income, extremely low yields and inflation risk limit the effectiveness of many bond classes as a counterweight in portfolios. We favor higher-yielding bonds from emerging markets, where central banks have more room for further accommodation, while strategically using U.S. Treasuries as stabilizers.

In this environment, 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 January 31, 2020
	6-month	12-month
U.S. large cap equities (S&P 500^® Index)	9.31%	21.68%
U.S. small cap equities (Russell 2000^® Index)	3.26	9.21
International equities (MSCI Europe, Australasia, Far East Index)	6.12	12.10
Emerging market equities (MSCI Emerging Markets Index)	3.36	3.81
3-month Treasury bills (ICE BofAML 3-Month U.S. Treasury Bill Index)	0.98	2.22
U.S. Treasury securities (ICE BofAML 10-Year U.S. Treasury Index)	5.13	12.15
U.S. investment grade bonds (Bloomberg Barclays U.S. Aggregate Bond Index)	4.20	9.64
Tax-exempt municipal bonds (S&P Municipal Bond Index)	3.08	8.21
U.S. high yield bonds (Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Capped Index)	3.43	9.40
Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.


2		THIS PAGE IS NOT PART OF YOUR FUND REPORT

Table of Contents


	Page
The Markets in Review		2
Annual Report:
Fund Summary		4
About Fund Performance		6
Disclosure of Expenses		6
Financial Statements:
Schedule of Investments		7
Statement of Assets and Liabilities		10
Statement of Operations		11
Statements of Changes in Net Assets		12
Financial Highlights		13
Notes to Financial Statements		18
Report of Independent Registered Public Accounting Firm		26
Important Tax Information		26
Statement Regarding Liquidity Risk Management Program		27
Director and Officer Information		28
Additional Information		32

LOGO


			3


Fund Summary as of January 31, 2020		BlackRock Mid Cap Dividend Fund

Investment Objective

BlackRock Mid Cap Dividend Fund’s (the “Fund”) investment objective is to seek capital appreciation and, secondarily, income, by investing in securities, primarily equity securities that Fund management believes are undervalued and therefore represent an investment value.

On November 13, 2019, the Board of Directors of the Corporation approved a change in the fiscal year-end of the Fund, effective as of April 30, 2020, from January 31 to April 30.

Portfolio Management Commentary

How did the Fund perform?

For the 12-month period ended January 31, 2020, the Fund outperformed its benchmark, the Russell Midcap^® Value Index.

What factors influenced performance?

The largest contribution to relative performance during the 12-month period derived from a combination of stock selection and allocation decisions within the financials sector. In particular, stock selection within and an overweight to the insurance industry proved beneficial, as did selection within the banks and capital markets industries. Within the financials sector, an overweight to diversified financial services also added to Fund returns. In industrials, stock selection in the building products industry and an underweight to airlines were additive. Other contributors to Fund performance during the period included stock selection and allocation decisions within the information technology (“IT”) and materials sectors.

The largest detractor from relative performance came from stock selection and allocation decisions in the communication services sector. Notably, selection decisions within and an overweight to diversified telecommunication services weighed on Fund performance, as did stock selection in the media and entertainment industries. In utilities, an underweight to the multi-utilities and water utilities industries detracted from relative results. Stock selection in consumer staples and the real estate management & development industry also constrained Fund performance.

The portfolio’s cash position averaged 4.3% for the period and was slightly over 5% at period end. The elevated cash level was used to control portfolio market risk versus the benchmark. The Fund’s cash balance detracted from relative results amid rising U.S. stock prices.

Describe recent portfolio activity.

During the 12-month period, a combination of portfolio trading activity and market price changes resulted in increased exposure to the consumer discretionary, financials and consumer staples sectors. Conversely, holdings within the real estate, health care and energy sectors decreased.

Describe portfolio positioning at period end.

At the end of the period, the Fund’s largest allocations were in the financials, IT and health care sectors. Relative to the Russell Midcap^® Value Index, the largest overweight positions were also in financials, IT and health care. Conversely, the largest relative underweights were in the real estate, utilities and industrials sectors.

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.

Portfolio Information

TEN LARGEST HOLDINGS


Security^(a)	Percent of Net Assets
FirstEnergy Corp.		3	%
Equitable Holdings, Inc.		2
BAE Systems PLC		2
Marathon Petroleum Corp.		2
Koninklijke Philips NV		2
Raymond James Financial, Inc.		2
Arthur J Gallagher & Co.		2
American International Group, Inc.		2
Willis Towers Watson PLC		2
Williams Cos., Inc.		2

^(a)

Excludes short-term investments.

SECTOR ALLOCATION


Sector	Percent of Net Assets
Financials		26	%
Information Technology		10
Health Care		9
Industrials		9
Consumer Discretionary		9
Energy		7
Utilities		6
Short-Term Securities		6
Consumer Staples		5
Materials		5
Communication Services		5
Real Estate		4
Liabilities in Excess of other Assets		(1	)

For Fund compliance purposes, the Fund’s sector classifications refer to one or more of the sector sub-classifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined by the investment adviser. These definitions may not apply for purposes of this report, which may combine such sector sub-classifications for reporting ease.


4		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Fund Summary as of January 31, 2020 (continued)		BlackRock Mid Cap Dividend Fund

TOTAL RETURN BASED ON A $10,000 INVESTMENT

LOGO

^(a)	Assuming maximum sales charges, if any, transaction costs and other operating expenses, including investment advisory fees. Institutional Shares do not have a sales charge.

^(b)

Under normal circumstances, the Fund will invest at least 80% of its net assets plus the amount of any borrowings for investment purposes in equity securities of mid cap companies and at least 80% of its net assets plus the amount of any borrowings for investment purposes in dividend-paying securities. The Fund’s total returns prior to June 12, 2017 are the returns of the Fund when it followed different investment strategies under the name BlackRock Mid Cap Value Opportunities Fund.

^(c)

An unmanaged index that measures the performance of the mid-capitalization value sector of the U.S. equity market. It is a subset of the Russell Midcap^® Index, which measures the performance of the mid-capitalization sector of the U.S. equity market. The Russell Midcap^® Value Index measures the performance of equity securities of Russell Midcap^® Index issuers with relatively lower price-to-book ratios and lower forecasted growth. The Russell Midcap^® Index is a float-adjusted, capitalization-weighted index of approximately 785 of the smallest issuers in the Russell 1000^® Index and includes securities issued by issuers which range in size between approximately $150 million and $50 billion, although this range may change from time to time.

Performance Summary for the Period Ended January 31, 2020


				Average Annual Total Returns^(a)(b)
				1 Year						5 Years						10 Years
	6-Month Total Returns			w/o sales charge			w/sales charge			w/o sales charge			w/sales charge			w/o sales charge			w/sales charge
Institutional		4.99	%		14.56	%		N/A			7.94	%		N/A			11.61	%		N/A
Investor A		4.88			14.28			8.28	%		7.66			6.50	%		11.28			10.68	%
Investor C		4.50			13.47			12.47			6.83			6.83			10.35			10.35
Class K		5.04			14.72			N/A			7.97			N/A			11.62			N/A
Class R		4.79			14.05			N/A			7.36			N/A			10.94			N/A
Russell Midcap^® Value Index		4.69			12.96			N/A			7.50			N/A			12.50			N/A

^(a)

Assuming maximum sales charges, if any. Average annual total returns with and without sales charges reflect reductions for distribution and service fees. See “About Fund Performance” on page 6 for a detailed description of share classes, including any related sales charges and fees, and how performance was calculated for certain share classes.

^(b)

N/A — Not applicable as share class and index do not have a sales charge.

Past performance is not indicative of future results.

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

Expense Example


	Actual						Hypothetical^(b)
	Beginning Account Value (08/01/19)		Ending Account Value (01/31/20)		Expenses Paid During the Period^(a)		Beginning Account Value (08/01/19)		Ending Account Value (01/31/20)		Expenses Paid During the Period^(a)		Annualized Expense Ratio
Institutional	$	1,000.00	$	1,049.90	$	4.39	$	1,000.00	$	1,020.92	$	4.33		0.85	%
Investor A		1,000.00		1,048.80		5.68		1,000.00		1,019.66		5.60		1.10
Investor C		1,000.00		1,045.00		9.54		1,000.00		1,015.88		9.40		1.85
Class K		1,000.00		1,050.40		3.88		1,000.00		1,021.42		3.82		0.75
Class R		1,000.00		1,047.90		6.97		1,000.00		1,018.40		6.87		1.35

^(a)

For each class of the Fund, expenses are equal to the annualized net expense ratio for the class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period shown).

^(b)

Hypothetical 5% annual return before expenses is calculated by prorating the number of days in the most recent fiscal half year divided by 365.

See “Disclosure of Expenses” on page 6 for further information on how expenses were calculated.


FUND SUMMARY			5

About Fund Performance

Institutional Shares and Class K Shares are not subject to any sales charge. These shares bear no ongoing distribution or service fees and are available only to certain eligible investors. Class K Shares performance shown prior to the Class K Shares inception date of January 25, 2018 is that of Institutional Shares. The performance of the Fund’s Class K Shares would be substantially similar to Institutional Shares because Class K Shares and Institutional Shares invest in the same portfolio of securities and performance would only differ to the extent that Class K Shares and Institutional Shares have different expenses. The actual returns of Class K Shares would have been higher than those of the Institutional Shares because Class K Shares have lower expenses than the Institutional Shares.

Investor A Shares are subject to a maximum initial sales charge (front-end load) of 5.25% and a service fee of 0.25% per year (but no distribution fee). Certain redemptions of these shares may be subject to a contingent deferred sales charge (“CDSC”) where no initial sales charge was paid at the time of purchase. These shares are generally available through financial intermediaries.

Investor C Shares are subject to a 1.00% CDSC if redeemed within one year of purchase. In addition, these shares are subject to a distribution fee of 0.75% per year and a service fee of 0.25% per year. These shares are generally available through financial intermediaries. These shares automatically convert to Investor A Shares after approximately ten years.

Class R Shares are not subject to any sales charge. These shares are subject to a distribution fee of 0.25% per year and a service fee of 0.25% per year. These shares are available only to certain employer-sponsored retirement plans.

Performance information reflects past performance and does not guarantee future results. Current performance may be lower or higher than the performance data quoted. Refer to blackrock.com to obtain performance data current to the most recent month-end. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Figures shown in the performance table on the previous page assume reinvestment of all distributions, if any, at net asset value (“NAV”) on the ex-dividend date or payable date, as applicable. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Distributions paid to each class of shares will vary because of the different levels of service, distribution and transfer agency fees applicable to each class, which are deducted from the income available to be paid to shareholders.

BlackRock Advisors, LLC (the “Manager”), the Fund’s investment adviser, has contractually and/or voluntarily agreed to waive and/or reimburse a portion of the Fund’s expenses. Without such waiver and/or reimbursement, the Fund’s performance would have been lower. With respect to the Fund’s voluntary waiver, the Manager is under no obligation to waive and/or reimburse or to continue waiving and/or reimbursing its fees and such voluntary waiver may be reduced or discontinued at any time. With respect to the Fund’s contractual waiver, the Manager is under no obligation to continue waiving and/or reimbursing its fees after the applicable termination date of such agreement. See Note 5 of the Notes to Financial Statements for additional information on waivers and/or reimbursements.

Disclosure of Expenses

Shareholders of the Fund may incur the following charges: (a) transactional expenses, such as sales charges; and (b) operating expenses, including investment advisory fees, service and distribution fees, including 12b-1 fees, acquired fund fees and expenses, and other fund expenses. The expense example shown on the previous page (which is based on a hypothetical investment of $1,000 invested on August 1, 2019 and held through January 31, 2020) is intended to assist shareholders both in calculating expenses based on an investment in the Fund and in comparing these expenses with similar costs of investing in other mutual funds.

The expense example provides information about actual account values and actual expenses. In order to estimate the expenses a shareholder paid during the period covered by this report, shareholders can divide their account value by $1,000 and then multiply the result by the number corresponding to their share class under the heading entitled “Expenses Paid During the Period.”

The expense example also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses. In order to assist shareholders in comparing the ongoing expenses of investing in the Fund and other funds, compare the 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.

The expenses shown in the expense example are intended to highlight shareholders’ ongoing costs only and do not reflect transactional expenses, such as sales charges, if any. Therefore, the hypothetical example is useful in comparing ongoing expenses only, and will not help shareholders determine the relative total expenses of owning different funds. If these transactional expenses were included, shareholder expenses would have been higher.


6		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments

January 31, 2020

BlackRock Mid Cap Dividend Fund

(Percentages shown are based on Net Assets)


Security	Shares		Value

Common Stocks — 94.5%

Aerospace & Defense — 2.2%
BAE Systems PLC		919,691	$	7,645,351


Auto Components — 0.7%
Garrett Motion, Inc.^(a)		94,796		798,182
Lear Corp.		6,520		803,134
Magna International, Inc.		19,143		970,359

				2,571,675

Automobiles — 1.1%
General Motors Co.		109,216		3,646,722


Banks — 4.7%
KeyCorp		332,276		6,216,883
Regions Financial Corp.		374,001		5,823,196
Truist Financial Corp.		76,125		3,925,766

				15,965,845

Beverages — 1.0%
Constellation Brands, Inc., Class A		9,222		1,736,503
Molson Coors Brewing Co., Class B		29,662		1,648,614

				3,385,117

Capital Markets — 3.8%
Blackstone Group, Inc., Class A		32,158		1,963,889
Raymond James Financial, Inc.		77,832		7,116,180
State Street Corp.		54,366		4,111,700

				13,191,769

Chemicals — 1.7%
Corteva, Inc.		91,081		2,634,063
Eastman Chemical Co.		29,340		2,091,062
Huntsman Corp.		52,272		1,074,712

				5,799,837

Communications Equipment — 0.9%
Motorola Solutions, Inc.		17,999		3,185,823


Construction & Engineering — 0.5%
Quanta Services, Inc.		43,078		1,686,504


Construction Materials — 0.7%
CRH PLC		59,903		2,255,692


Containers & Packaging — 1.5%
International Paper Co.		35,195		1,433,141
Packaging Corp. of America		14,731		1,410,493
Westrock Co.		63,267		2,467,413

				5,311,047

Diversified Consumer Services — 0.4%
H&R Block, Inc.		62,528		1,450,650


Diversified Financial Services — 3.6%
Equitable Holdings, Inc.		347,563		8,348,463
Jefferies Financial Group, Inc.		182,468		3,948,608

				12,297,071

Electric Utilities — 5.2%
Entergy Corp.		39,295		5,168,078
Evergy, Inc.		28,418		2,050,643
FirstEnergy Corp.		209,410		10,635,934

				17,854,655

Electrical Equipment — 1.3%
Hubbell, Inc.		19,710		2,823,063
nVent Electric PLC		59,639		1,485,011

				4,308,074

Electronic Equipment, Instruments & Components — 1.7%
Avnet, Inc.		109,200		3,984,708


Security	Shares		Value

Electronic Equipment, Instruments & Components (continued)
TE Connectivity Ltd.		18,868	$	1,739,252

				5,723,960

Energy Equipment & Services — 1.6%
Baker Hughes Co.		247,311		5,356,756


Equity Real Estate Investment Trusts (REITs) — 1.6%
Lamar Advertising Co., Class A		45,979		4,267,311
Welltower, Inc.		15,247		1,294,623

				5,561,934

Food Products — 2.9%
Bunge Ltd.		29,358		1,539,240
Conagra Brands, Inc.		97,125		3,197,355
Kellogg Co.		23,081		1,574,355
Post Holdings, Inc.^(a)		34,230		3,579,431

				9,890,381

Health Care Equipment & Supplies — 4.7%
Alcon, Inc.^(a)		39,788		2,350,587
ConvaTec Group PLC^(b)		666,912		1,827,039
Koninklijke Philips NV		156,102		7,149,070
Zimmer Biomet Holdings, Inc.^(c)		32,783		4,848,606

				16,175,302

Health Care Providers & Services — 4.4%
Cardinal Health, Inc.		37,401		1,915,305
Cigna Corp.		22,743		4,375,298
Humana, Inc.		17,906		6,020,714
McKesson Corp.		10,088		1,438,650
Quest Diagnostics, Inc.		12,790		1,415,469

				15,165,436

Household Durables — 0.9%
Newell Brands, Inc.		167,327		3,267,896


Independent Power and Renewable Electricity Producers — 0.4%
Vistra Energy Corp.		61,111		1,376,220


Insurance — 14.0%
Allstate Corp.		23,446		2,779,289
American International Group, Inc.		138,230		6,947,440
Arthur J Gallagher & Co.		68,386		7,014,352
Assurant, Inc.		43,971		5,740,854
Assured Guaranty Ltd.		7,381		338,345
Brighthouse Financial, Inc.^(a)		144,674		5,627,819
Everest Re Group Ltd.		5,646		1,561,514
Hartford Financial Services Group, Inc.		72,554		4,301,001
MetLife, Inc.		71,865		3,572,409
White Mountains Insurance Group Ltd.		2,838		3,170,670
Willis Towers Watson PLC		31,771		6,712,894

				47,766,587

IT Services — 4.1%
Amdocs Ltd.		36,930		2,657,114
Cognizant Technology Solutions Corp., Class A		89,084		5,467,976
Fidelity National Information Services, Inc.		40,996		5,889,485

				14,014,575

Machinery — 3.0%
Dover Corp.		8,495		967,156
Fortive Corp.		11,440		857,199
Pentair PLC		132,465		5,686,722
Stanley Black & Decker, Inc.		11,872		1,891,566
Westinghouse Air Brake Technologies Corp.		13,464		994,451

				10,397,094

Media — 2.9%
Fox Corp., Class A		92,230		3,419,888
iHeartMedia, Inc., Class A^(a)		182,473		3,226,123


SCHEDULE OF INVESTMENTS			7

Schedule of Investments (continued)

January 31, 2020

BlackRock Mid Cap Dividend Fund

(Percentages shown are based on Net Assets)


Security	Shares		Value

Media (continued)
Publicis Groupe SA		35,549	$	1,575,857
ViacomCBS, Inc., Class B		45,903		1,566,669

				9,788,537

Metals & Mining — 1.1%
Newmont Corp.		83,839		3,777,785


Multi-Utilities — 0.5%
Public Service Enterprise Group, Inc.		28,434		1,683,293


Multiline Retail — 2.5%
Dollar General Corp.		19,955		3,061,297
Dollar Tree, Inc.^(a)		62,279		5,422,632

				8,483,929

Oil, Gas & Consumable Fuels — 5.7%
Marathon Oil Corp.		478,781		5,443,740
Marathon Petroleum Corp.		132,397		7,215,636
Williams Cos., Inc.		323,681		6,696,960

				19,356,336

Pharmaceuticals — 0.3%
Elanco Animal Health, Inc.^(a)		30,270		935,343


Real Estate Management & Development — 2.0%
Howard Hughes Corp.^(a)		40,530		4,931,690
Realogy Holdings Corp.		174,969		1,852,922

				6,784,612

Road & Rail — 0.5%
Norfolk Southern Corp.		8,297		1,727,518


Semiconductors & Semiconductor Equipment — 0.9%
NXP Semiconductors NV		23,257		2,950,383


Software — 2.2%
CDK Global, Inc.		71,584		3,842,629
Constellation Software, Inc.		3,598		3,781,924

				7,624,553

Technology Hardware, Storage & Peripherals — 0.3%
HP, Inc.		44,366		945,883


Security	Shares		Value

Textiles, Apparel & Luxury Goods — 2.9%
Gildan Activewear, Inc.		126,890	$	3,517,391
PVH Corp.		8,690		757,507
Ralph Lauren Corp.		30,924		3,509,874
Tapestry, Inc.		87,083		2,244,129

				10,028,901

Tobacco — 1.4%
Altria Group, Inc.		70,631		3,357,092
Imperial Brands PLC		61,208		1,569,509

				4,926,601

Trading Companies & Distributors — 1.1%
Ferguson PLC		33,001		2,963,549
WESCO International, Inc.^(a)		17,760		859,762

				3,823,311

Wireless Telecommunication Services — 1.6%
Telephone & Data Systems, Inc.		235,026		5,330,390


Total Long-Term Investments — 94.5% (Cost — $294,488,198)				323,419,348


Short-Term Securities — 6.1%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 1.48%^(d)(f)		19,771,973		19,771,973
SL Liquidity Series, LLC, Money Market Series, 1.71%^(d)(e)(f)		1,079,426		1,079,750


Total Short-Term Securities — 6.1% (Cost — $20,851,723)				20,851,723


Total Investments — 100.6% (Cost — $315,339,921)				344,271,071

Liabilities in Excess of Other Assets — (0.6)%				(2,171,938	)


Net Assets — 100.0%			$	342,099,133

^(a)	Non-income producing security.

^(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)	Security, or a portion of the security, is on loan.

^(d)	Annualized 7-day yield as of period end.

^(e)	All or a portion of the security was purchased with the cash collateral from loaned securities.

^(f)	During the year ended January 31, 2020, investments in issuers considered to be an affiliate/affiliates of the Fund for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:


Affiliate	Shares Held at 01/31/19		Net Activity		Shares Held at 01/31/20		Value at 01/31/20		Income			Net Realized Gain (Loss)^(a)			Change in Unrealized Appreciation (Depreciation)
BlackRock Liquidity Funds, T-Fund, Institutional Class		11,667,000		8,104,973		19,771,973	$	19,771,973	$	265,111		$	37		$	—
SL Liquidity Series, LLC, Money Market Series		272,133		807,293		1,079,426		1,079,750		7,317	^(b)		(99	)		(27	)

							$	20,851,723	$	272,428		$	(62	)	$	(27	)

^(a)

Includes net capital gain distributions, if applicable.

^(b)

All or a portion represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

For Fund compliance purposes, the Fund’s industry classifications refer to one or more of the industry sub-classifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined by the investment adviser. These definitions may not apply for purposes of this report, which may combine such industry sub-classifications for reporting ease.


8		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (continued)

January 31, 2020

BlackRock Mid Cap Dividend Fund

Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of investments. For information about the Fund’s policy regarding valuation of investments, refer to the Notes to Financial Statements.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy:


	Level 1		Level 2		Level 3		Total
Assets:
Investments:
Common Stocks:
Aerospace & Defense	$	—	$	7,645,351	$	—	$	7,645,351
Auto Components		2,571,675		—		—		2,571,675
Automobiles		3,646,722		—		—		3,646,722
Banks		15,965,845		—		—		15,965,845
Beverages		3,385,117		—		—		3,385,117
Capital Markets		13,191,769		—		—		13,191,769
Chemicals		5,799,837		—		—		5,799,837
Communications Equipment		3,185,823		—		—		3,185,823
Construction & Engineering		1,686,504		—		—		1,686,504
Construction Materials		—		2,255,692		—		2,255,692
Containers & Packaging		5,311,047		—		—		5,311,047
Diversified Consumer Services		1,450,650		—		—		1,450,650
Diversified Financial Services		12,297,071		—		—		12,297,071
Electric Utilities		17,854,655		—		—		17,854,655
Electrical Equipment		4,308,074		—		—		4,308,074
Electronic Equipment, Instruments & Components		5,723,960		—		—		5,723,960
Energy Equipment & Services		5,356,756		—		—		5,356,756
Equity Real Estate Investment Trusts (REITs)		5,561,934		—		—		5,561,934
Food Products		9,890,381		—		—		9,890,381
Health Care Equipment & Supplies		4,848,606		11,326,696		—		16,175,302
Health Care Providers & Services		15,165,436		—		—		15,165,436
Household Durables		3,267,896		—		—		3,267,896
Independent Power and Renewable Electricity Producers		1,376,220		—		—		1,376,220
Insurance		47,766,587		—		—		47,766,587
IT Services		14,014,575		—		—		14,014,575
Machinery		10,397,094		—		—		10,397,094
Media		8,212,680		1,575,857		—		9,788,537
Metals & Mining		3,777,785		—		—		3,777,785
Multi-Utilities		1,683,293		—		—		1,683,293
Multiline Retail		8,483,929		—		—		8,483,929
Oil, Gas & Consumable Fuels		19,356,336		—		—		19,356,336
Pharmaceuticals		935,343		—		—		935,343
Real Estate Management & Development		6,784,612		—		—		6,784,612
Road & Rail		1,727,518		—		—		1,727,518
Semiconductors & Semiconductor Equipment		2,950,383		—		—		2,950,383
Software		7,624,553		—		—		7,624,553
Technology Hardware, Storage & Peripherals		945,883		—		—		945,883
Textiles, Apparel & Luxury Goods		10,028,901		—		—		10,028,901
Tobacco		3,357,092		1,569,509		—		4,926,601
Trading Companies & Distributors		859,762		2,963,549		—		3,823,311
Wireless Telecommunication Services		5,330,390		—		—		5,330,390
Short-Term Securities		19,771,973		—		—		19,771,973

	$	315,854,667	$	27,336,654	$	—	$	343,191,321

Investments Valued at NAV^(a)								1,079,750

Total Investments							$	344,271,071

^(a)

Certain investments of the Fund were fair valued using NAV per share as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

See notes to financial statements.


SCHEDULE OF INVESTMENTS			9

Statement of Assets and Liabilities

January 31, 2020


	BlackRock Mid Cap Dividend Fund

ASSETS
Investments at value — unaffiliated (including securities loaned at value of $1,035,300, cost — $294,488,198)	$	323,419,348
Investments at value — affiliated (cost — $20,851,723)		20,851,723
Foreign currency at value (cost — $989)		999
Receivables:
Investments sold		394,396
Securities lending income — affiliated		126
Capital shares sold		1,108,136
Dividends — affiliated		23,624
Dividends — unaffiliated		100,760
Prepaid expenses		60,506

Total assets		345,959,618


LIABILITIES
Cash collateral on securities loaned at value		1,079,751
Payables:
Investments purchased		522,300
Board realignment and consolidation		5,301
Capital shares redeemed		1,547,160
Investment advisory fees		385,205
Directors’ and Officer’s fees		4,038
Other accrued expenses		250,494
Other affiliates		2,059
Recoupment of past waived fees		1,190
Service and distribution fees		62,987

Total liabilities		3,860,485


NET ASSETS	$	342,099,133


NET ASSETS CONSIST OF
Paid-in capital	$	313,424,951
Accumulated earnings		28,674,182

NET ASSETS	$	342,099,133


NET ASSET VALUE
Institutional — Based on net assets of $119,924,205 and 6,439,874 shares outstanding, 20 million shares authorized, $0.10 par value	$	18.62

Investor A — Based on net assets of $172,945,924 and 9,785,522 shares outstanding, 40 million shares authorized, $0.10 par value	$	17.67

Investor C — Based on net assets of $14,800,389 and 1,084,266 shares outstanding, 40 million shares authorized, $0.10 par value	$	13.65

Class K — Based on net assets of $6,515,637 and 349,896 shares outstanding, 2 billion shares authorized, $0.10 par value	$	18.62

Class R — Based on net assets of $27,912,978 and 1,856,258 shares outstanding, 40 million shares authorized, $0.10 par value	$	15.04

See notes to financial statements.


10		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Statement of Operations

Year Ended January 31, 2020


	BlackRock Mid Cap Dividend Fund

INVESTMENT INCOME
Dividends — affiliated	$	265,111
Dividends — unaffiliated		8,085,579
Securities lending income — affiliated — net		7,317
Foreign taxes withheld		(92,506	)

Total investment income		8,265,501


EXPENSES
Investment advisory		2,232,551
Service and distribution — class specific		754,906
Transfer agent — class specific		532,493
Registration		91,547
Professional		72,130
Accounting services		59,466
Printing		26,013
Directors and Officer		15,121
Custodian		8,945
Recoupment of past waived and/or reimbursed fees — class specific		5,850
Miscellaneous		20,729

Total expenses		3,819,751
Less:
Fees waived and/or reimbursed by the Manager		(10,005	)
Transfer agent fees waived and/or reimbursed — class specific		(141,897	)

Total expenses after fees waived and/or reimbursed		3,667,849

Net investment income		4,597,652


REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — unaffiliated		14,241,272
Investments — affiliated		(99	)
Capital gain distributions from investment companies — affiliated		37
Foreign currency transactions		(4,841	)

		14,236,369

Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		27,501,797
Investments — affiliated		(27	)
Foreign currency translations		(2	)

		27,501,768

Net realized and unrealized gain		41,738,137

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	46,335,789


FINANCIAL STATEMENTS			11

Statements of Changes in Net Assets


	BlackRock Mid Cap Dividend Fund
	Year Ended January 31,
	2020			2019

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income	$	4,597,652		$	4,485,454
Net realized gain		14,236,369			12,539,658
Net change in unrealized appreciation (depreciation)		27,501,768			(36,349,210	)

Net increase (decrease) in net assets resulting from operations		46,335,789			(19,324,098	)


DISTRIBUTIONS TO SHAREHOLDERS^(a)
Institutional		(4,826,567	)		(7,584,925	)
Investor A		(6,954,632	)		(12,994,559	)
Investor C		(703,516	)		(1,705,045	)
Class K		(233,780	)		(276,997	)
Class R		(1,359,329	)		(3,001,187	)

Decrease in net assets resulting from distributions to shareholders		(14,077,824	)		(25,562,713	)


CAPITAL SHARE TRANSACTIONS
Net decrease in net assets derived from capital share transactions		(21,580,941	)		(24,484,923	)


NET ASSETS
Total increase (decrease) in net assets		10,677,024			(69,371,734	)
Beginning of year		331,422,109			400,793,843

End of year	$	342,099,133		$	331,422,109

^(a)	Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

See notes to financial statements.


12		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights

(For a share outstanding throughout each period)


	BlackRock Mid Cap Dividend Fund

	Institutional

	Year Ended January 31,
	2020			2019			2018			2017			2016

Net asset value, beginning of year	$	16.93		$	19.13		$	21.24		$	16.52		$	21.37

Net investment income^(a)		0.28			0.28			0.25	^(b)		0.15			0.17
Net realized and unrealized gain (loss)		2.16			(1.18	)		1.70			5.69			(2.22	)

Net increase (decrease) from investment operations		2.44			(0.90	)		1.95			5.84			(2.05	)


Distributions^(c)
From net investment income		(0.28	)		(0.33	)		(0.20	)		(0.14	)		(0.23	)
From net realized gain		(0.47	)		(0.97	)		(3.86	)		(0.98	)		(2.57	)

Total distributions		(0.75	)		(1.30	)		(4.06	)		(1.12	)		(2.80	)


Net asset value, end of year	$	18.62		$	16.93		$	19.13		$	21.24		$	16.52


Total Return^(d)
Based on net asset value		14.56	%		(4.77	)%		11.13	%		35.48	%		(10.78	)%


Ratios to Average Net Assets
Total expenses		0.85	%^(e)(f)		0.92	%		0.90	%		0.85	%		0.94	%

Total expenses after fees waived and/or reimbursed		0.85	%^(e)		0.86	%		0.86	%		0.85	%		0.94	%

Net investment income		1.55	%^(e)		1.52	%		1.26	%^(b)		0.79	%		0.81	%


Supplemental Data
Net assets, end of year (000)	$	119,924		$	107,455		$	119,371		$	207,240		$	144,008

Portfolio turnover rate		56	%		58	%		154	%		93	%		73	%

^(a)	Based on average shares outstanding.

^(b)	Net investment income per share and ratio of net investment income to average net assets include $0.03 per share and 0.16%, respectively, resulting from a non-recurring dividend.

^(c)	Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(d)	Where applicable, assumes the reinvestment of distributions.

^(e)	Excludes expenses incurred indirectly as a result of investments in underlying funds of 0.01%.

^(f)	Includes recoupment of past waived and/or reimbursed fees with no financial impact to the expense ratio.

See notes to financial statements.


FINANCIAL HIGHLIGHTS			13

Financial Highlights (continued)

(For a share outstanding throughout each period)


	BlackRock Mid Cap Dividend Fund (continued)

	Investor A

	Year Ended January 31,
	2020			2019			2018			2017			2016

Net asset value, beginning of year	$	16.10		$	18.26		$	20.46		$	15.95		$	20.71

Net investment income^(a)		0.22			0.22			0.18	^(b)		0.09			0.11
Net realized and unrealized gain (loss)		2.06			(1.13	)		1.63			5.49			(2.14	)

Net increase (decrease) from investment operations		2.28			(0.91	)		1.81			5.58			(2.03	)


Distributions^(c)
From net investment income		(0.24	)		(0.28	)		(0.16	)		(0.09	)		(0.16	)
From net realized gain		(0.47	)		(0.97	)		(3.85	)		(0.98	)		(2.57	)

Total distributions		(0.71	)		(1.25	)		(4.01	)		(1.07	)		(2.73	)


Net asset value, end of year	$	17.67		$	16.10		$	18.26		$	20.46		$	15.95


Total Return^(d)
Based on net asset value		14.28	%		(5.03	)%		10.85	%		35.08	%		(11.01	)%


Ratios to Average Net Assets
Total expenses		1.15	%^(e)		1.22	%		1.20	%		1.15	%		1.20	%

Total expenses after fees waived and/or reimbursed		1.10	%^(e)		1.11	%		1.12	%		1.15	%		1.20	%

Net investment income		1.31	%^(e)		1.26	%		0.98	%^(b)		0.49	%		0.52	%


Supplemental Data
Net assets, end of year (000)	$	172,946		$	169,202		$	209,284		$	235,578		$	197,218

Portfolio turnover rate		56	%		58	%		154	%		93	%		73	%

^(a)	Based on average shares outstanding.

^(b)	Net investment income per share and ratio of net investment income to average net assets include $0.03 per share and 0.16%, respectively, resulting from a non-recurring dividend.

^(c)	Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(d)	Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

^(e)	Excludes expenses incurred indirectly as a result of investments in underlying funds of 0.01%.

See notes to financial statements.


14		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)


	BlackRock Mid Cap Dividend Fund (continued)

	Investor C

	Year Ended January 31,
	2020			2019			2018			2017			2016

Net asset value, beginning of year	$	12.59		$	14.57		$	17.09		$	13.50		$	17.95

Net investment income (loss)^(a)		0.08			0.07			0.02	^(b)		(0.05	)		(0.05	)
Net realized and unrealized gain (loss)		1.60			(0.90	)		1.31			4.62			(1.81	)

Net increase (decrease) from investment operations		1.68			(0.83	)		1.33			4.57			(1.86	)


Distributions^(c)
From net investment income		(0.15	)		(0.18	)		(0.02	)		—			(0.04	)
From net realized gain		(0.47	)		(0.97	)		(3.83	)		(0.98	)		(2.55	)

Total distributions		(0.62	)		(1.15	)		(3.85	)		(0.98	)		(2.59	)


Net asset value, end of year	$	13.65		$	12.59		$	14.57		$	17.09		$	13.50


Total Return^(d)
Based on net asset value		13.47	%		(5.76	)%		10.02	%		33.97	%		(11.71	)%


Ratios to Average Net Assets
Total expenses		1.99	%^(e)		2.00	%		1.98	%		1.95	%		2.00	%

Total expenses after fees waived and/or reimbursed		1.85	%^(e)		1.86	%		1.90	%		1.95	%		2.00	%

Net investment income (loss)		0.57	%^(e)		0.53	%		0.14	%^(b)		(0.31	)%		(0.27	)%


Supplemental Data
Net assets, end of year (000)	$	14,800		$	16,738		$	26,876		$	56,247		$	47,178

Portfolio turnover rate		56	%		58	%		154	%		93	%		73	%

^(a)	Based on average shares outstanding.

^(b)	Net investment income per share and ratio of net investment income to average net assets include $0.03 per share and 0.16%, respectively, resulting from a non-recurring dividend.

^(c)	Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(d)	Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

^(e)	Excludes expenses incurred indirectly as a result of investments in underlying funds of 0.01%.

See notes to financial statements.


FINANCIAL HIGHLIGHTS			15

Financial Highlights (continued)

(For a share outstanding throughout each period)


	BlackRock Mid Cap Dividend Fund (continued)

	Class K

	Year Ended January 31,						Period from 01/25/18^(a) to 01/31/18
	2020			2019			Period from 01/25/18^(a) to 01/31/18

Net asset value, beginning of period	$	16.92		$	19.13		$	19.37

Net investment income^(b)		0.29			0.25			0.00	^(c)
Net realized and unrealized gain (loss)		2.18			(1.15	)		(0.24	)

Net increase (decrease) from investment operations		2.47			(0.90	)		(0.24	)


Distributions^(d)
From net investment income		(0.30	)		(0.34	)		—
From net realized gain		(0.47	)		(0.97	)		—

Total distributions		(0.77	)		(1.31	)		—


Net asset value, end of period	$	18.62		$	16.92		$	19.13


Total Return^(e)
Based on net asset value		14.72	%		(4.78	)%		(1.24	)%^(f)


Ratios to Average Net Assets
Total expenses		0.77	%^(g)(h)		0.81	%		0.84	%^(i)(j)

Total expenses after fees waived and/or reimbursed		0.76	%^(h)		0.80	%		0.77	%⁽ⁱ⁾

Net investment income		1.59	%^(h)		1.36	%		0.32	%⁽ⁱ⁾


Supplemental Data
Net assets, end of period (000)	$	6,516		$	4,037		$	198

Portfolio turnover rate		56	%		58	%		154	%

^(a)	Commencement of operations.

^(b)	Based on average shares outstanding.

^(c)	Amount is less than $0.005 per share.

^(d)	Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(e)	Where applicable, assumes the reinvestment of distributions.

^(f)	Aggregate total return.

^(g)	Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees for the year ended January 31, 2020, the expense ratio would have been 0.76%.

^(h)	Excludes expenses incurred indirectly as a result of investments in underlying funds of 0.01%.

⁽ⁱ⁾	Annualized.

^(j)	Audit costs were not annualized in the calculation of the expense ratio. If these expenses were annualized, the total expenses would have been 0.85%.

See notes to financial statements.


16		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)


	BlackRock Mid Cap Dividend Fund (continued)

	Class R

	Year Ended January 31,
	2020			2019			2018			2017			2016

Net asset value, beginning of year	$	13.80		$	15.85		$	18.29		$	14.36		$	18.93

Net investment income^(a)		0.16			0.15			0.11	^(b)		0.03			0.04
Net realized and unrealized gain (loss)		1.76			(0.98	)		1.43			4.92			(1.93	)

Net increase (decrease) from investment operations		1.92			(0.83	)		1.54			4.95			(1.89	)


Distributions^(c)
From net investment income		(0.21	)		(0.25	)		(0.13	)		(0.04	)		(0.12	)
From net realized gain		(0.47	)		(0.97	)		(3.85	)		(0.98	)		(2.56	)

Total distributions		(0.68	)		(1.22	)		(3.98	)		(1.02	)		(2.68	)


Net asset value, end of year	$	15.04		$	13.80		$	15.85		$	18.29		$	14.36


Total Return^(d)
Based on net asset value		14.05	%		(5.31	)%		10.59	%		34.58	%		(11.26	)%


Ratios to Average Net Assets
Total expenses		1.46	%^(e)		1.52	%		1.51	%		1.48	%		1.50	%

Total expenses after fees waived and/or reimbursed		1.35	%^(e)		1.36	%		1.40	%		1.48	%		1.50	%

Net investment income		1.09	%^(e)		1.01	%		0.70	%^(b)		0.16	%		0.23	%


Supplemental Data
Net assets, end of year (000)	$	27,913		$	33,989		$	45,066		$	51,713		$	44,562

Portfolio turnover rate		56	%		58	%		154	%		93	%		73	%

^(a)	Based on average shares outstanding.

^(b)	Net investment income per share and ratio of net investment income to average net assets include $0.03 per share and 0.16%, respectively, resulting from a non-recurring dividend.

^(c)	Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(d)	Where applicable, assumes the reinvestment of distributions.

^(e)	Excludes expenses incurred indirectly as a result of investments in underlying funds of 0.01%.

See notes to financial statements.


FINANCIAL HIGHLIGHTS			17

Notes to Financial Statements

1.	*ORGANIZATION*

BlackRock Mid Cap Dividend Series, Inc. (the “Corporation”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Corporation is organized as a Maryland Corporation. BlackRock Mid Cap Dividend Fund (the “Fund”) is a series of the Corporation. The Fund is classified as diversified.

The Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that certain classes bear expenses related to the shareholder servicing and distribution of such shares. Institutional and Class K Shares are sold only to certain eligible investors. Class R Shares are available only to certain employer-sponsored retirement plans. Investor A and Investor C Shares are generally available through financial intermediaries. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures (except that Investor C shareholders may vote on material changes to the Investor A distribution and service plan).


Share Class	Initial Sales Charge	CDSC			Conversion Privilege
Institutional, Class K and Class R Shares	No		No		None
Investor A Shares	Yes		No	^(a)	None
Investor C Shares	No		Yes	^(b)	To Investor A Shares after approximately 10 years

^(a)

Investor A Shares may be subject to a contingent deferred sales charge (“CDSC”) for certain redemptions where no initial sales charge was paid at the time of purchase.

^(b)

A CDSC of 1.00% is assessed on certain redemptions of Investor C Shares made within one year after purchase.

The Fund, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, is included in a complex of equity, multi-asset, index and money market funds referred to as the BlackRock Multi-Asset Complex.

On November 13, 2019, the Board of Directors of the Corporation (the “Board”) approved a change in the fiscal year-end of the Fund, effective as of April 30, 2020, from January 31 to April 30.

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. The Fund 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. Realized gains and losses on investment transactions are determined on the identified cost basis. Dividend income is recorded on the ex-dividend date. Dividends from foreign securities where the ex-dividend date may have passed are subsequently recorded when the Fund is 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. Upon notification from issuers, a portion of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

Foreign Currency Translation: The Fund’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.

The Fund does not isolate the portion of the results of operations arising as a result of changes in the exchange rates from the changes in the market prices of investments held or sold for financial reporting purposes. Accordingly, the effects of changes in exchange rates on investments are not segregated in the Statement 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. The Fund 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.

Distributions: Distributions paid by the Fund are recorded on the ex-dividend date. The character and timing of distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.

Indemnifications: In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnification. The Fund’s maximum exposure under these arrangements is unknown because it involves future potential claims against the Fund, which cannot be predicted with any certainty.

Other: Expenses directly related to the Fund or its classes are charged to the Fund or the applicable class. 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. Expenses directly related to the Fund and other shared expenses prorated to the Fund are allocated daily to each class based on its relative net assets or other appropriate methods.


18		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (continued)

3.	*INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS*

Investment Valuation Policies: The Fund’s investments are valued at fair value (also referred to as “market value” within the financial statements) as of the close of trading on NYSE (generally 4:00 p.m., Eastern time). U.S. GAAP defines fair value as the price the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Fund determines the fair values of its financial instruments using various independent dealers or pricing services under policies approved by the Board. 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 the Fund’s assets and liabilities:

•

Equity investments traded on a recognized securities exchange are valued at the official closing price each day, if available. For equity investments traded on more than one exchange, the official closing price on the exchange where the stock is primarily traded is used. Equity investments traded on a recognized exchange for which there were no sales on that day may be valued at the last available bid (long positions) or ask (short positions) price.

Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of trading on the NYSE. Occasionally, events affecting the values of such instruments may occur between the foreign market close and the close of trading on the NYSE that may not be reflected in the computation of the Fund’s net assets. Each business day, the Fund uses a pricing service to assist with the valuation of certain foreign exchange-traded equity securities and foreign exchange-traded and over-the-counter (“OTC”) options (the “Systematic Fair Value Price”). Using current market factors, the Systematic Fair Value Price is designed to value such foreign securities and foreign options at fair value as of the close of trading on the NYSE, which follows the close of the local markets.

•

Investments in open-end U.S. mutual funds are valued at net asset value (“NAV”) each business day.

•

The Fund values its investment in SL Liquidity Series, LLC, Money Market Series (the “Money Market Series”) at fair value, which is ordinarily based upon its pro rata ownership in the underlying fund’s net assets. The Money Market Series seeks current income consistent with maintaining liquidity and preserving capital. Although the Money Market Series is not registered under the 1940 Act, its investments may follow the parameters of investments by a money market fund that is subject to Rule 2a-7 under the 1940 Act.

If events (e.g., a company announcement, market volatility or a natural disaster) occur that are expected to materially affect the value of such investments, or in the event that the 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 will 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 determining fair value. When determining the price for Fair Valued Investments, the Global Valuation Committee, or its delegate, seeks to determine the price that the Fund 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.

Fair Value Hierarchy: Various inputs are used in determining the fair value of investments. These inputs to valuation techniques are categorized into a fair value hierarchy consisting of three broad levels for financial statement purposes as follows:

•

Level 1 — Unadjusted price quotations in active markets/exchanges for identical assets or liabilities that the Fund 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)

•

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 investments)

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 privately held companies or funds. There may not be a secondary market, and/or there are a limited number of investors. The categorization of a value determined for investments is based on the pricing transparency of the investments and is not necessarily an indication of the risks associated with investing in those securities.

As of January 31, 2020, certain investments of the Fund were valued using NAV per share as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

4.	*SECURITIES AND OTHER INVESTMENTS*

Securities Lending: The Fund may lend its securities to approved borrowers, such as brokers, dealers and other financial institutions. The borrower pledges and maintains with the Fund collateral consisting of cash, an irrevocable letter of credit issued by a bank, or securities issued or guaranteed by the U.S. Government. The initial


NOTES TO FINANCIAL STATEMENTS			19

Notes to Financial Statements (continued)

collateral received by the Fund is required to have a value of at least 102% of the current value of the loaned securities for securities traded on U.S. exchanges and a value of at least 105% for all other securities. The collateral is maintained thereafter at a value equal to at least 100% of the current market value of the securities on loan. The market value of the loaned securities is determined at the close of each business day of the Fund and any additional required collateral is delivered to the Fund, or excess collateral returned by the Fund, on the next business day. During the term of the loan, the Fund is entitled to all distributions made on or in respect of the loaned securities, but does not receive interest income on securities received as collateral. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions.

The market value of any securities on loan, all of which were classified as common stocks in the Fund’s Schedule of Investments, and the value of any related collateral are shown separately in the Statement of Assets and Liabilities as a component of investments at value — unaffiliated, and collateral on securities loaned at value, respectively. As of period end, any securities on loan were collateralized by cash and/or U.S. Government obligations. Cash collateral invested by the securities lending agent, BlackRock Investment Management, LLC (“BIM”), if any, is disclosed in the Schedule of Investments.

Securities lending transactions are entered into by the Fund under Master Securities Lending Agreements (each, an “MSLA”), which provide the right, in the event of default (including bankruptcy or insolvency), for the non-defaulting party to liquidate the collateral and calculate a net exposure to the defaulting party or request additional collateral. In the event that a borrower defaults, the Fund, as lender, would offset the market value of the collateral received against the market value of the securities loaned. When the value of the collateral is greater than that of the market value of the securities loaned, the lender is left with a net amount payable to the defaulting party. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of an MSLA counterparty’s bankruptcy or insolvency. Under the MSLA, absent an event of default, the borrower can resell or re-pledge the loaned securities, and the Fund can reinvest cash collateral received in connection with loaned securities. Upon an event of default, the parties’ obligations to return the securities or collateral to the other party are extinguished, and the parties can resell or re-pledge the loaned securities or the collateral received in connection with the loaned securities in order to satisfy the defaulting party’s net payment obligation for all transactions under the MSLA. The defaulting party remains liable for any deficiency.

As of period end, the following table is a summary of the Fund’s securities lending agreements by counterparty which are subject to offset under an MSLA:


Counterparty	Securities Loaned at Value		Cash Collateral Received^(a)			Net Amount
Credit Suisse Securities	$	1,035,300	$	(1,035,300	)	$	—

^(a)

Collateral received in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by the Fund is disclosed in the Fund’s Statement of Assets and Liabilities.

The risks of securities lending include the risk that the borrower may not provide additional collateral when required or may not return the securities when due. To mitigate these risks, the Fund benefits from a borrower default indemnity provided by BIM. BIM’s indemnity allows for full replacement of the securities loaned to the extent the collateral received does not cover the value on the securities loaned in the event of borrower default. The Fund could incur a loss if the value of an investment purchased with cash collateral falls below the market value of loaned securities or if the value of an investment purchased with cash collateral falls below the value of the original cash collateral received. Such losses are borne entirely by the Fund.

5.	*INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES*

Investment Advisory: The Corporation, on behalf of the Fund, entered into an Investment Advisory Agreement with the Manager, the Fund’s 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 the Fund’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of the Fund.

For such services, the Fund pays the Manager a monthly fee at an annual rate equal to the following percentages of the average daily value of the Fund’s net assets.


Average Daily Net Assets	Investment Advisory Fee
First $1 Billion		0.65	%
$1 Billion — $3 Billion		0.61
$3 Billion — $5 Billion		0.59
$5 Billion — $10 Billion		0.57
Greater than $10 Billion		0.55

Service and Distribution Fees: The Corporation, on behalf of the Fund, entered into a Distribution Agreement and a Distribution and Service Plan with BlackRock Investments, LLC (“BRIL”), an affiliate of the Manager. Pursuant to the Distribution and Service Plan and in accordance with Rule 12b-1 under the 1940 Act, the Fund pays BRIL ongoing service and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the relevant share class of the Fund as follows:


	Investor A			Investor C			Class R
Distribution Fee		—	%		0.75	%		0.25	%
Service Fee		0.25			0.25			0.25

BRIL and broker-dealers, pursuant to sub-agreements with BRIL, provide shareholder servicing and distribution services to the Fund. The ongoing service and/or distribution fee compensates/reimburses BRIL and each broker-dealer for providing shareholder servicing and/or distribution related services to shareholders.


20		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (continued)

For the year ended January 31, 2020, the following table shows the class specific service and distribution fees borne directly by each share class of the Fund:


Investor A	Investor C		Class R		Total
$433,199	$	161,198	$	160,509	$	754,906

Transfer Agent: Pursuant to written agreements, certain financial intermediaries, some of which may be affiliates, provide the Fund with sub-accounting, recordkeeping, sub-transfer agency and other administrative services with respect to servicing of underlying investor accounts. For these services, these entities receive an asset-based fee or an annual fee per shareholder account, which will vary depending on share class and/or net assets. For the year ended January 31, 2020, the Fund paid the following amounts to affiliates of BlackRock in return for these services, which are included in transfer agent — class specific in the Statement of Operations:


Institutional		$	85

The Manager maintains a call center that is responsible for providing certain shareholder services to the Fund. Shareholder services include responding to inquiries and processing purchases and sales based upon instructions from shareholders. For the year ended January 31, 2020, the Fund reimbursed the Manager the following amounts for costs incurred in running the call center, which are included in transfer agent — class specific in the Statement of Operations:


Institutional		Investor A		Investor C		Class K		Class R		Total
$	548	$	7,267	$	2,072	$	70	$	263	$	10,220

For the year ended January 31, 2020, the following table shows the class specific transfer agent fees borne directly by each share class of the Fund:


Institutional		Investor A		Investor C		Class K		Class R		Total
$	134,122	$	284,462	$	41,120	$	1,287	$	71,502	$	532,493

Other Fees: For the year ended January 31, 2020, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of the Fund’s Investor A Shares, which totaled $5,302.

For the year ended January 31, 2020, affiliates received CDSCs as follows:


Investor A		Investor C
$1,496		$507

Expense Limitations, Waivers, Reimbursements, and Recoupments: With respect to the Fund, the Manager contractually agreed to waive and/or reimburse fees or expenses in order to limit expenses, excluding interest expense, dividend expense, tax expense, acquired fund fees and expenses, and certain other fund expenses, which constitute extraordinary expenses not incurred in the ordinary course of the Fund’s business (“expense limitation”). The expense limitations as a percentage of average daily net assets is as follows:


Institutional	0.85	%
Investor A	1.10
Investor C	1.85
Class K	0.80
Class R	1.35

The Manager has agreed not to reduce or discontinue these contractual expense limitations through May 31, 2020, unless approved by the Board, including a majority of the directors who are not “interested persons” of the Corporation, as defined in the 1940 Act (“Independent Directors”) or by a vote of a majority of the outstanding voting securities of the Fund. For the year ended January 31, 2020, there were no fees waived and/or reimbursed by the Manager.

The Manager voluntarily agreed to waive its investment advisory fees by the amount of investment advisory fees the Fund pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”). The amount of waivers and/or reimbursements of fees and expenses made pursuant to the expense limitation described below will be reduced by the amount of the affiliated money market fund waiver. For the year ended January 31, 2020, the amounts waived were $10,005.

The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of the Fund’s assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through May 31, 2020. The contractual agreement may be terminated upon 90 days’ notice by a majority of the Independent Directors or by a vote of a majority of the outstanding voting securities of the Fund. For the year ended January 31, 2020, there were no fees waived and/or reimbursed by the Manager pursuant to these arrangements.

These amounts waived and/or reimbursed are shown as transfer agent fees waived and/or reimbursed — class specific, in the Statement of Operations. Class specific expense waivers and/or reimbursements are as follows:


Institutional	Investor A		Investor C		Class R		Total
$4,621	$	80,975	$	22,268	$	34,033	$	141,897


NOTES TO FINANCIAL STATEMENTS			21

Notes to Financial Statements (continued)

For the year ended January 31, 2020, the Fund reimbursed the Manager for certain accounting services, which is included in accounting services in the Statement of Operations. The reimbursements amounted to $4,138.

With respect to the contractual expense limitation, if during the Fund’s fiscal year the operating expenses of a share class, that at any time during the prior two fiscal years received a waiver and/or reimbursement from the Manager, are less than the current expense limitation for that share class, the Manager is entitled to be reimbursed by such share class up to the lesser of: (a) the amount of fees waived and/or expenses reimbursed during those prior two fiscal years under the agreement and (b) an amount not to exceed either the current expense limitation of that share class or the expense limitation of the share class in effect at the time that the share class received the applicable waiver and/or reimbursement, provided that:

(1) the Fund, of which the share class is a part, has more than $50 million in assets for the fiscal year; and

(2) the Manager or an affiliate continues to serve as the Fund’s investment adviser or administrator.

This repayment applies only to the contractual expense limitation on net expenses and does not apply to the contractual investment advisory fee waiver described above or any voluntary waivers that may be in effect from time to time. Effective December 1, 2019, the repayment arrangement between the Fund and the Manager pursuant to which such Fund may be required to repay amounts waived and/or reimbursed under the Fund’s contractual caps on net expenses was terminated.

For the year ended January 31, 2020, the Manager recouped the following fund level and class specific waivers and/or reimbursements previously recorded by the Fund:


Institutional	$	5,439
Class K		411

The following fund level and class specific waivers and/or reimbursements previously recorded by the Fund, which were subject to recoupment by the Manager, expired on December 1, 2019:


Fund Level	$	5,467
Institutional		132,122
Investor A		450,684
Investor C		83,884
Class R		144,012

Securities Lending: The U.S. Securities and Exchange Commission (“SEC”) has issued an exemptive order which permits BlackRock Investment Management, LLC (“BIM”), an affiliate of the Manager, to serve as securities lending agent for the Fund, subject to applicable conditions. As securities lending agent, BIM bears all operational costs directly related to securities lending. The Fund is responsible for expenses in connection with the investment of cash collateral received for securities on loan (the “collateral investment expenses”). The cash collateral is invested in a private investment company managed by the Manager or its affiliates. However, BIM has agreed to cap the collateral investment expenses of the private investment company to an annual rate of 0.04%. The investment adviser to the private investment company will not charge any advisory fees with respect to shares purchased by the Fund. The private investment company in which the cash collateral has been invested may, under certain circumstances, impose a liquidity fee of up to 2% of the value withdrawn or temporarily restrict withdrawals for up to 10 business days during a 90 day period, in the event that the private investment company’s weekly liquid assets fall below certain thresholds.

Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment expenses. The Fund retains a portion of securities lending income and remits a remaining portion to BIM as compensation for its services as securities lending agent.

Pursuant to the current securities lending agreement, the Fund retains 75% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

In addition, commencing the business day following the date that the aggregate securities lending income earned across the BlackRock Multi-Asset Complex in a calendar year exceeds a specified threshold, the Fund, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income in an amount equal to 80% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

Prior to January 1, 2020, the Fund retained 73.5% of securities lending income (which excluded collateral investment expenses) and the amount retained could never be less than 70% of the total of securities lending income plus the collateral investment expenses. In addition, commencing the business day following the date that the aggregate securities lending income earned across the BlackRock Multi-Asset Complex in a calendar year exceeded a specified threshold, the Fund would retain for the remainder of that calendar year 80% of securities lending income (which excluded collateral investment expenses), and the amount retained could never be less than 70% of the total of securities lending income plus the collateral investment expenses.

The share of securities lending income earned by the Fund is shown as securities lending income — affiliated — net in the Statement of Operations. For the year ended January 31, 2020, the Fund paid BIM $2,420 for securities lending agent services.

Interfund Lending: In accordance with an exemptive order (the “Order”) from the SEC, the Fund may participate in a joint lending and borrowing facility for temporary purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by the Fund’s investment policies and restrictions. The Fund is currently permitted to borrow under the Interfund Lending Program.


22		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (continued)

A lending BlackRock fund may lend in aggregate up to 15% of its net assets, but may not lend more than 5% of its net assets to any one borrowing fund through the Interfund Lending Program. A borrowing BlackRock fund may not borrow through the Interfund Lending Program or from any other source more than 33 1/3% of its total assets (or any lower threshold provided for by the fund’s investment restrictions). If a borrowing BlackRock fund’s total outstanding borrowings exceed 10% of its total assets, each of its outstanding interfund loans will be subject to collateralization of at least 102% of the outstanding principal value of the loan. All interfund loans are for temporary or emergency purposes and the interest rate to be charged will be the average of the highest current overnight repurchase agreement rate available to a lending fund and the bank loan rate, as calculated according to a formula established by the Board.

During the year ended January 31, 2020, the Fund did not participate in the Interfund Lending Program.

Directors and Officers: Certain directors and/or officers of the Fund are directors and/or officers of BlackRock or its affiliates. The Fund reimburses the Manager for a portion of the compensation paid to the Fund’s Chief Compliance Officer, which is included in Directors and Officer in the Statement of Operations.

6.	*PURCHASES AND SALES*

For the year ended January 31, 2020, purchases and sales of investments, excluding short-term securities, were $182,821,783 and $221,635,344, respectively.

7.	*INCOME TAX INFORMATION*

It is the Fund’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.

The Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Fund’s U.S. federal tax returns generally remains open for each of the four years ended January 31, 2020. The statutes of limitations on the Fund’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 Fund as of January 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 Fund’s financial statements.

U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share. As of period end, the following permanent differences, attributable to the use of equalization and the reclassification of distributions, were reclassified to the following accounts:


Paid-in capital	$	213,757
Accumulated earnings		(213,757	)

The tax character of distributions paid was as follows:


	1/31/20		1/31/19
Ordinary income^(a)	$	12,841,356	$	17,029,142
Long-term capital gains		1,456,093		8,533,571

Total	$	14,297,449	$	25,562,713

^(a)

Distribution amounts may include a portion of the proceeds from redeemed shares.

As of period end, the tax components of accumulated earnings were as follows:


Undistributed ordinary income	$	1,312,877
Undistributed long-term capital gains		3,013,718
Net unrealized gains^(a)		24,347,587

	$	28,674,182

^(a)

The difference between book-basis and tax-basis net unrealized gains was attributable primarily to the tax deferral of losses on wash sales and the timing and recognition of partnership income.

As of January 31, 2020, gross unrealized appreciation and depreciation for investments based on cost for federal income tax purposes were as follows:


Tax cost	$	319,935,443

Gross unrealized appreciation	$	42,801,302
Gross unrealized depreciation		(18,465,674	)

Net unrealized depreciation	$	24,335,628

8.	*BANK BORROWINGS*

The Corporation, on behalf of the Fund, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), is a party to a 364-day, $2.25 billion credit agreement with a group of lenders. Under this agreement, the Fund may borrow to fund shareholder redemptions. Excluding commitments designated


NOTES TO FINANCIAL STATEMENTS			23

Notes to Financial Statements (continued)

for certain individual funds, the Participating Funds, including the Fund, can borrow up to an aggregate commitment amount of $1.75 billion at any time outstanding, subject to asset coverage and other limitations as specified in the agreement. The credit agreement has the following terms: a fee of 0.10% per annum on unused commitment amounts and interest at a rate equal to the higher of (a) one-month LIBOR (but, in any event, not less than 0.00%) on the date the loan is made plus 0.80% per annum or (b) the Fed Funds rate (but, in any event, not less than 0.00%) in effect from time to time plus 0.80% per annum on amounts borrowed. The agreement expires in April 2020 unless extended or renewed. Prior to April 18, 2019, Participating Funds paid an upfront commitment fee of 0.02% on the total commitment amounts, in addition to administration, legal and arrangement fees, which are included in miscellaneous expenses in the Statement of Operations. These fees were allocated among such funds based upon portions of the aggregate commitment available to them and relative net assets of Participating Funds. During the year ended January 31, 2020, the Fund did not borrow under the credit agreement.

9.	*PRINCIPAL RISKS*

In the normal course of business, the Fund invests in securities or other instruments and may enter into certain transactions, and such activities subject the Fund 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 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 Fund and its investments. The Fund’s prospectus provides details of the risks to which the Fund is subject.

The Fund may be exposed to additional risks when reinvesting cash collateral in money market funds that do not seek to maintain a stable NAV per share of $1.00, which may be subject to redemption gates or liquidity fees under certain circumstances.

Valuation Risk: The market values of equities, such as common stocks and preferred securities or equity related investments, such as futures and options, may decline due to general market conditions which are not specifically related to a particular company. They may also decline due to factors which affect a particular industry or industries. The Fund may invest in illiquid investments. An illiquid investment is any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. The Fund may experience difficulty in selling illiquid investments in a timely manner at the price that it believes the investments are worth. Prices may fluctuate widely over short or extended periods in response to company, market or economic news. Markets also tend to move in cycles, with periods of rising and falling prices. This volatility may cause the Fund’s NAV to experience significant increases or decreases over short periods of time. If there is a general decline in the securities and other markets, the NAV of the Fund may lose value, regardless of the individual results of the securities and other instruments in which the Fund invests.

A recent outbreak of respiratory disease caused by a novel coronavirus was first detected in China in December 2019 and has now been detected internationally. This coronavirus has resulted in closing borders, quarantines, disruptions to supply chains and customer activity, as well as general concern and uncertainty. The impact of epidemics and pandemics such as the coronavirus, 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. The impact of the outbreak may be short term or may last for an extended period of time.

Counterparty Credit Risk: The Fund 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. The Fund manages 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 Fund to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Fund’s exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statement of Assets and Liabilities, less any collateral held by the Fund.

Concentration Risk: As of period end, the Fund invested a significant portion of its assets in securities in the financials sector. Changes in economic conditions affecting such sectors would have a greater impact on the Fund and could affect the value, income and/or liquidity of positions in such securities.

10.

CAPITAL SHARE TRANSACTIONS

Transactions in capital shares for each class were as follows:


	Year Ended 01/31/20						Year Ended 01/31/19
	Shares			Amount			Shares			Amount
Institutional
Shares sold		2,235,179		$	39,536,418			2,716,197		$	48,165,169
Shares issued in reinvestment of distributions		174,154			3,190,195			318,349			5,505,568
Shares redeemed		(2,318,297	)		(41,535,412	)		(2,924,774	)		(52,287,214	)

Net increase		91,036		$	1,191,201			109,772		$	1,383,523


Investor A
Shares sold		1,178,108		$	20,151,607			1,518,128		$	26,177,050
Shares issued in reinvestment of distributions		384,821			6,701,727			759,970			12,558,681
Shares redeemed		(2,287,877	)		(39,381,670	)		(3,226,838	)		(55,701,128	)

Net decrease		(724,948	)	$	(12,528,336	)		(948,740	)	$	(16,965,397	)


24		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (continued)


	Year Ended 01/31/20						Year Ended 01/31/19
	Shares			Amount			Shares			Amount
Investor C
Shares sold		135,095		$	1,812,739			224,579		$	3,010,457
Shares issued in reinvestment of distributions		50,778			686,227			127,972			1,667,114
Shares redeemed		(431,018	)		(5,771,606	)		(867,530	)		(11,772,177	)

Net decrease		(245,145	)	$	(3,272,640	)		(514,979	)	$	(7,094,606	)

Class K
Shares sold		196,900		$	3,579,294			259,159		$	4,656,905
Shares issued in reinvestment of distributions		12,315			225,792			14,621			253,979
Shares redeemed		(97,876	)		(1,767,740	)		(45,548	)		(824,527	)

Net increase		111,339		$	2,037,346			228,232		$	4,086,357

Class R
Shares sold		351,635		$	5,115,914			353,185		$	5,230,174
Shares issued in reinvestment of distributions		91,575			1,358,936			211,074			3,000,488
Shares redeemed		(1,050,180	)		(15,483,362	)		(944,927	)		(14,125,462	)

Net decrease		(606,970	)	$	(9,008,512	)		(380,668	)	$	(5,894,800	)

Total Net Decrease		(1,374,688	)		(21,580,941	)		(1,506,383	)		(24,484,923	)

11.

SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring adjustment or additional disclosure in the financial statements.


NOTES TO FINANCIAL STATEMENTS			25

Report of Independent Registered Public Accounting Firm

To the Shareholders of BlackRock Mid Cap Dividend Fund and the Board of Directors of BlackRock Mid Cap Dividend Series, Inc.:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of BlackRock Mid Cap Dividend Fund of BlackRock Mid Cap Dividend Series, Inc. (the “Fund”), including the schedule of investments, as of January 31, 2020, the related statement of operations 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 each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of January 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s 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 Fund 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 Fund is not required to have, nor were we engaged to perform, an audit of its 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 Fund’s 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 January 31, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

Deloitte & Touche LLP

Boston, Massachusetts

March 23, 2020

We have served as the auditor of one or more BlackRock investment companies since 1992.

Important Tax Information (unaudited)

During the fiscal year ended January 31, 2020, the following information is provided with respect to the ordinary income distributions paid by the Fund:


	Payable Date	04/11/19			07/19/19			10/11/19			12/06/19
Qualified Dividend Income for Individuals^(a)			60.14	%		60.14	%		60.14	%		60.14	%
Qualified Business Income^(a)			2.92			2.92			2.92			2.92
Dividends Qualifying for the Dividends Received Deduction for Corporations^(a)			47.95			47.95			47.95			47.95
Qualified Short-Term Capital Gains for non-U.S. Residents^(b)			—			—			—			100

^(a)

The Fund hereby designates the percentage indicated above or the maximum amount allowable by law.

^(b)

Represents the portion of the taxable ordinary income dividends eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations.

Additionally, the Fund distributed long-term capital gains of $0.071804 per share to shareholders of record on December 6, 2019.


26		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Statement Regarding Liquidity Risk Management Program

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”) to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders.

The Board of Directors (the “Board”) of BlackRock Mid Cap Dividend Series, Inc., on behalf of BlackRock Mid Cap Dividend Fund, met on November 12-13, 2019 (the “Meeting”) to review the liquidity risk management program (the “Program”) applicable to the BlackRock open-end funds, excluding money market funds (each, a “Fund”), pursuant to the Liquidity Rule. The Board has appointed BlackRock Advisors, LLC or BlackRock Fund Advisors (“BlackRock”), each an investment adviser to certain Funds, as the program administrator for each Fund’s Program, as applicable. BlackRock has delegated oversight of the Program to the 40 Act Liquidity Risk Management Committee (the “Committee”). At the Meeting, the Committee, on behalf of BlackRock, provided the Board with a report that addressed the operation of the Program and assessed its adequacy and effectiveness of implementation, including the operation of each Fund’s Highly Liquid Investment Minimum (“HLIM”) where applicable, and any material changes to the Program (the “Report”). The Report covered the period from December 1, 2018 through September 30, 2019 (the “Program Reporting Period”).

The Report described the Program’s liquidity classification methodology for categorizing a Fund’s investments (including derivative transactions) into one of four liquidity buckets. It also described BlackRock’s methodology in establishing a Fund’s HLIM and noted that the Committee reviews and ratifies the HLIM assigned to each Fund no less frequently than annually.

The Report noted that the Program complied with the key factors for consideration under the Liquidity Rule for assessing, managing and periodically reviewing a Fund’s liquidity risk, as follows:

A. The Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions: During the Program Reporting Period, the Committee reviewed whether each Fund’s strategy is appropriate for an open-end fund structure with a focus on Funds with more significant and consistent holdings of less liquid and illiquid assets. The Committee also factored a Fund’s concentration in an issuer into the liquidity classification methodology by taking issuer position sizes into account. Where a Fund participated in borrowings for investment purposes (such as tender option bonds and reverse repurchase agreements), such borrowings were factored into the Program’s calculation of a Fund’s liquidity bucketing. Derivative exposure was also considered in such calculation.

B. Short-term and long-term cash flow projections during both normal and reasonably foreseeable stressed conditions: During the Program Reporting Period, the Committee reviewed historical net redemption activity and used this information as a component to establish each Fund’s reasonably anticipated trading size (“RATS”). Each Fund has adopted an in-kind redemption policy which may be utilized to meet larger redemption requests. The Committee may also take into consideration a Fund’s shareholder ownership concentration (which, depending on product type and distribution channel, may or may not be available), a Fund’s distribution channels, and the degree of certainty associated with a Fund’s short-term and long-term cash flow projections.

C. Holdings of cash and cash equivalents, as well as borrowing arrangements: The Committee considered the terms of the credit facility applicable to the Funds, the financial health of the institution providing the facility and the fact that the credit facility is shared among multiple Funds (including that a portion of the aggregate commitment amount is specifically designated for BlackRock Floating Rate Income Portfolio and BlackRock Credit Strategies Income Fund, each a series of BlackRock Funds V). The Committee also considered other types of borrowing available to the Funds, such as the ability to use reverse repurchase agreements and interfund lending, as applicable.

There were no material changes to the Program during the Program Reporting Period. The Report provided to the Board stated that the Committee concluded that based on the operation of the functions, as described in the Report, the Program is operating as intended and is effective in implementing the requirements of the Liquidity Rule.


STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM			27

Director and Officer Information


Independent Directors^(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
Mark Stalnecker 1951	Chair of the Board and Director (Since 2019)	Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee and Chair of the Finance and Investment Committees, Winterthur Museum and Country Estate from 2005 to 2016; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System from 2009 to 2017; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014; Director and Chair of the Audit Committee, SEI Private Trust Co. from 2001 to 2014.	37 RICs consisting of 176 Portfolios	None
Bruce R. Bond 1946	Director (Since 2007)	Board Member, Amsphere Limited (software) since 2018; Trustee and Member of the Governance Committee, State Street Research Mutual Funds from 1997 to 2005; Board Member of Governance, Audit and Finance Committee, Avaya Inc. (computer equipment) from 2003 to 2007.	37 RICs consisting of 176 Portfolios	None
Susan J. Carter 1956	Director (Since 2019)	Director, Pacific Pension Institute from 2014 to 2018; Advisory Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business since 1997; Senior Advisor, Commonfund Capital, Inc. (“CCI”) (investment adviser) in 2015; Chief Executive Officer, CCI from 2013 to 2014; President & Chief Executive Officer, CCI from 1997 to 2013; Advisory Board Member, Girls Who Invest from 2015 to 2018 and Board Member thereof since 2018; Advisory Board Member, Bridges Fund Management since 2016; Trustee, Financial Accounting Foundation since 2017; Practitioner Advisory Board Member, Private Capital Research Institute (“PCRI”) since 2017.	37 RICs consisting of 176 Portfolios	None
Collette Chilton 1958	Director (Since 2019)	Chief Investment Officer, Williams College since 2006; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006.	37 RICs consisting of 176 Portfolios	None
Neil A. Cotty 1954	Director (Since 2019)	Bank of America Corporation from 1996 to 2015, serving in various senior finance leadership roles, including Chief Accounting Officer from 2009 to 2015, Chief Financial Officer of Global Banking, Markets and Wealth Management from 2008 to 2009, Chief Accounting Officer from 2004 to 2008, Chief Financial Officer of Consumer Bank from 2003 to 2004, Chief Financial Officer of Global Corporate Investment Bank from 1999 to 2002.	37 RICs consisting of 176 Portfolios	None
Lena G. Goldberg 1949	Director (Since 2016)	Senior Lecturer, Harvard Business School, since 2008; Director, Charles Stark Draper Laboratory, Inc. since 2013; FMR LLC/Fidelity Investments (financial services) from 1996 to 2008, serving in various senior roles including Executive Vice President - Strategic Corporate Initiatives and Executive Vice President and General Counsel; Partner, Sullivan & Worcester LLP from 1985 to 1996 and Associate thereof from 1979 to 1985.	37 RICs consisting of 176 Portfolios	None


28		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Director and Officer Information (continued)


Independent Directors^(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
Henry R. Keizer 1956	Director (Since 2016)	Director, Park Indemnity Ltd. (captive insurer) since 2010; Director, MUFG Americas Holdings Corporation and MUFG Union Bank, N.A. (financial and bank holding company) from 2014 to 2016; Director, American Institute of Certified Public Accountants from 2009 to 2011; Director, KPMG LLP (audit, tax and advisory services) from 2004 to 2005 and 2010 to 2012; Director, KPMG International in 2012, Deputy Chairman and Chief Operating Officer thereof from 2010 to 2012 and U.S. Vice Chairman of Audit thereof from 2005 to 2010; Global Head of Audit, KPMGI (consortium of KPMG firms) from 2006 to 2010; Director, YMCA of Greater New York from 2006 to 2010.	37 RICs consisting of 176 Portfolios	Hertz Global Holdings (car rental); Montpelier Re Holdings, Ltd. (publicly held property and casualty reinsurance) from 2013 until 2015; Sealed Air Corp. (packaging); WABCO (commercial vehicle safety systems)
Cynthia A. Montgomery 1952	Director (Since 2019)	Professor, Harvard Business School since 1989.	37 RICs consisting of 176 Portfolios	Newell Rubbermaid, Inc. (manufacturing)
Donald C. Opatrny 1952	Director (Since 2015)	Trustee, Vice Chair, Member of the Executive Committee and Chair of the Investment Committee, Cornell University since 2004; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014; Member of the Board and Investment Committee, University School from 2007 to 2018; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; Trustee, Artstor (a Mellon Foundation affiliate) from 2010 to 2015; President and Trustee, the Center for the Arts, Jackson Hole from 2011 to 2018; Director, Athena Capital Advisors LLC (investment management firm) since 2013; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014; Member of Affordable Housing Supply Board of Jackson, Wyoming since 2018; Member, Investment Funds Committee, State of Wyoming since 2017; Trustee, Phoenix Art Museum since 2018.	37 RICs consisting of 176 Portfolios	None
Joseph P. Platt 1947	Director (Since 2019)	General Partner, Thorn Partners, LP (private investments) since 1998; Director, WQED Multi-Media (public broadcasting not-for-profit) since 2001; Chair, Basic Health International (non-profit) since 2015.	37 RICs consisting of 176 Portfolios	Greenlight Capital Re, Ltd. (reinsurance company); Consol Energy Inc.
Kenneth L. Urish 1951	Director (Since 2019)	Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Past-Chairman of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since founding in 2001; Principal, UP Strategic Wealth Investment Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director, Inter-Tel from 2006 to 2007.	37 RICs consisting of 176 Portfolios	None
Claire A. Walton 1957	Director (Since 2019)	Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015; General Partner of Neon Liberty Capital Management, LLC since 2003; Director, Boston Hedge Fund Group from 2009 to 2018; Director, Woodstock Ski Runners since 2013; Director, Massachusetts Council on Economic Education from 2013 to 2015.	37 RICs consisting of 176 Portfolios	None


DIRECTOR AND OFFICER INFORMATION			29

Director and Officer Information (continued)


Interested Directors^(a)(d)

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	Director (Since 2015)	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.	124 RICs consisting of 287 Portfolios	None
John M. Perlowski^(e) 1964	Director (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.	125 RICs consisting of 288 Portfolios	None
^(a) The address of each Director is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.
^(b) Each Independent Director 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 Corporation’s by-laws or charter or statute, or until December 31 of the year in which he or she turns 75. Directors 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 Corporation’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 Directors on a case-by-case basis, as appropriate.
^(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. In addition, effective January 1, 2019, three BlackRock Fund Complexes were realigned and consolidated into two BlackRock Fund Complexes. As a result, although the chart shows the year that each Independent Director joined the Board, certain Independent Directors first became members of the boards of other BlackRock-advised Funds, legacy MLIM funds or legacy BlackRock funds as follows: Bruce R. Bond, 2005; Susan J. Carter, 2016; Collette Chilton, 2015; Neil A. Cotty, 2016; Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; Mark Stalnecker, 2015; Kenneth L. Urish, 1999; Claire A. Walton, 2016.
^(d) Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Corporation based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Fixed-Income Complex.
^(e) Mr. Perlowski is also a trustee of the BlackRock Credit Strategies Fund.


30		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Director and Officer Information (continued)


Officers Who Are Not Directors^(a)

Name Year of Birth^(b)	Position(s) Held (Length of Service)	Principal Occupation(s) During Past Five Years
Jennifer McGovern 1977	Vice President (Since 2014)	Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Product Development and Oversight for BlackRock’s Strategic Product Management Group since 2019; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group from 2013 to 2019.
Neal J. Andrews 1966	Chief Financial Officer (Since 2007)	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.
Lisa Belle 1968	Anti-Money Laundering Compliance Officer (Since 2019)	Managing Director of BlackRock, Inc. since 2019; Global Financial Crime Head for Asset and Wealth Management of JP Morgan from 2013 to 2019; Managing Director of RBS Securities from 2012 to 2013; Head of Financial Crimes for Barclays Wealth Americas from 2010 to 2012.
Janey Ahn 1975	Secretary (Since 2019)	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 Corporation serve at the pleasure of the Board.

Further information about the Corporation’s Directors and Officers is available in the Corporation’s Statement of Additional Information, which can be obtained without charge by calling (800) 441-7762.

Effective September 19, 2019, Lisa Belle replaced John MacKessy as the Anti-Money Laundering Compliance Officer of the Corporation.

Effective September 19, 2019, Janey Ahn replaced Benjamin Archibald as the Secretary of the Corporation.

Effective December 31, 2019, Robert M. Hernandez retired as Director of the Corporation.

Investment Adviser

BlackRock Advisors, LLC

Wilmington, DE 19809

Custodian and Accounting Agent

State Street Bank and Trust Company

Boston, MA 02111

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Wilmington, DE 19809

Distributor

BlackRock Investments, LLC

New York, NY 10022

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

Boston, MA 02116

Legal Counsel

Sidley Austin LLP

New York, NY 10019

Address of the Corporation

100 Bellevue Parkway

Wilmington, DE 19809


DIRECTOR AND OFFICER INFORMATION			31

Additional Information

General Information

Householding

The Fund will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports 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 Fund at (800) 441-7762.

Availability of Quarterly Schedule of Investments

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT, and for reporting periods ended prior to March 31, 2019, filed such information on Form N-Q. The Fund’s Forms N-PORT and N-Q are available on the SEC’s website at sec.gov. The Fund’s Form N-PORT and N-Q may also be obtained upon request and without charge by calling (800) 441-7762.

Availability of Proxy Voting Policies and Procedures

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available upon request and without charge (1) by calling (800) 441-7762; (2) at blackrock.com; and (3) on the SEC’s website at sec.gov.

Availability of Proxy Voting Record

Information about how the Fund voted proxies relating to securities held in the Fund’s portfolio 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) 441-7762 and (2) on the SEC’s website at sec.gov.

BlackRock’s Mutual Fund Family

BlackRock offers a diverse lineup of open-end mutual funds crossing all investment styles and managed by experts in equity, fixed-income and tax-exempt investing. Visit blackrock.com for more information.

Shareholder Privileges

Account Information

Call us at (800) 441-7762 from 8:00 AM to 6:00 PM ET on any business day to get information about your account balances, recent transactions and share prices. You can also visit blackrock.com for more information.

Automatic Investment Plans

Investor class shareholders who want to invest regularly can arrange to have $50 or more automatically deducted from their checking or savings account and invested in any of the BlackRock funds.

Systematic Withdrawal Plans

Investor class shareholders can establish a systematic withdrawal plan and receive periodic payments of $50 or more from their BlackRock funds, as long as their account balance is at least $10,000.

Retirement Plans

Shareholders may make investments in conjunction with Traditional, Rollover, Roth, Coverdell, Simple IRAs, SEP IRAs and 403(b) Plans.


32		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Additional Information (continued)

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.


Portfolio Abbreviations

ADR		American Depositary Receipts


ADDITIONAL INFORMATION			33

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This report is intended for current holders. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless preceded or accompanied by the Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.

MIDCAPVAL-1/20-AR

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 1-800-441-7762.

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:

Neil A. Cotty

Robert M. Hernandez

Henry R. Keizer

Kenneth L. Urish

Claire A. Walton

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:

	(a) Audit Fees		(b) Audit-Related Fees1		(c) Tax Fees2		(d) All Other Fees
	Current	Previous	Current	Previous	Current	Previous	Current	Previous
	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year
Entity Name	End	End	End	End	End	End	End	End
BlackRock Mid Cap
Dividend Fund of	$30,600	$30,804	$0	$4,000	$13,900	$15,800	$0	$0
BlackRock Mid Cap	$30,600	$30,804	$0	$4,000	$13,900	$15,800	$0	$0
BlackRock Mid Cap
Dividend Series, Inc.

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 (the "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	$2,284,000	$2,050,500

1The 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 $2,284,000 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-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:

	Current Fiscal Year	Previous Fiscal Year
Entity Name	End	End
BlackRock Mid Cap Dividend
Fund of BlackRock Mid Cap	$13,900	$19,800
Dividend Series, Inc.

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 and 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	Previous Fiscal Year
End	End
$2,284,000	$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 Registrants – Not Applicable

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 – Not Applicable

Item 8 – Portfolio Managers of Closed-End Management Investment Companies – Not Applicable

Item 9 – Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable

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 15d-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

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 Mid Cap Dividend Fund of BlackRock Mid Cap Dividend Series, Inc.

By: /s/ John M. Perlowski John M. Perlowski

Chief Executive Officer (principal executive officer) of

BlackRock Mid Cap Dividend Fund of BlackRock Mid Cap Dividend Series, Inc

Date: April 3, 2020

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 Mid Cap Dividend Fund of BlackRock Mid Cap Dividend Series, Inc

Date: April 3, 2020

By: /s/ Neal J. Andrews Neal J. Andrews

Chief Financial Officer (principal financial officer) of

BlackRock Mid Cap Dividend Fund of BlackRock Mid Cap Dividend Series, Inc.

Date: April 3, 2020

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 Mid Cap Dividend Fund of BlackRock Mid Cap Dividend Series, Inc., certify that:

1.I have reviewed this report on Form N-CSR of BlackRock Mid Cap Dividend Fund of BlackRock Mid Cap Dividend Series, 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: April 3, 2020

/s/ John M. Perlowski

John M. Perlowski

Chief Executive Officer (principal executive officer) of

BlackRock Mid Cap Dividend Fund of BlackRock Mid Cap Dividend Series, 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, Neal J. Andrews, Chief Financial Officer (principal financial officer) of BlackRock Mid Cap Dividend Fund of BlackRock Mid Cap Dividend Series, Inc., certify that:

1.I have reviewed this report on Form N-CSR of BlackRock Mid Cap Dividend Fund of BlackRock Mid Cap Dividend Series, Inc.;

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: April 3, 2020

/s/ Neal J. Andrews

Neal J. Andrews

Chief Financial Officer (principal financial officer) of

BlackRock Mid Cap Dividend Fund of BlackRock Mid Cap Dividend Series, 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 Mid Cap Dividend Fund of BlackRock Mid Cap Dividend Series, Inc. (the "registrant"), hereby certifies, to the best of his knowledge, that the registrant's Report on Form N-CSR for the period ended January 31, 2020 (the "Report") fully complies with the requirements of Section 15(d) 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: April 3, 2020

/s/ John M. Perlowski

John M. Perlowski

Chief Executive Officer (principal executive officer) of

BlackRock Mid Cap Dividend Fund of BlackRock Mid Cap Dividend Series, Inc.

Date: April 3, 2020

/s/ Neal J. Andrews

Neal J. Andrews

Chief Financial Officer (principal financial officer) of

BlackRock Mid Cap Dividend Fund of BlackRock Mid Cap Dividend Series, 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.