BAAPX Blackrock 80/20 Target Allocation Fund, Investor A (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-22061

Name of Fund: BlackRock Funds II

LifePath® Active 2015 Portfolio (formerly, BlackRock Prepared Portfolio 2015)

LifePath® Active 2020 Portfolio (formerly, BlackRock Prepared Portfolio 2020)

LifePath® Active 2025 Portfolio (formerly, BlackRock Prepared Portfolio 2025)

LifePath® Active 2030 Portfolio (formerly, BlackRock Prepared Portfolio 2030)

LifePath® Active 2035 Portfolio (formerly, BlackRock Prepared Portfolio 2035)

LifePath® Active 2040 Portfolio (formerly, BlackRock Prepared Portfolio 2040)

LifePath® Active 2045 Portfolio (formerly, BlackRock Prepared Portfolio 2045)

LifePath® Active 2050 Portfolio (formerly, BlackRock Prepared Portfolio 2050)

Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809

Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BlackRock Funds II, 55

East 52 ^nd Street, New York, NY 10055

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

Date of fiscal year end: 10/31/2013

Date of reporting period: 01/31/2013

---

Item 1 – Schedule of Investments

---

Schedule of Investments  January 31, 2013  (Unaudited)		LifePath Active 2015 Portfolio (Percentages shown are based on Net Assets)

 

Affiliated Investment Companies (a)		Shares/ Beneficial Interest				Value
Equity Funds – 43.9%
BlackRock Capital Appreciation Fund, Inc., BlackRock Class			23,461			$	600,832
BlackRock Commodity Strategies Fund, Institutional Class			33,524				345,968
BlackRock Emerging Markets Fund, Inc., Institutional Class			53,533				1,104,931
BlackRock Equity Dividend Fund, Institutional Class			29,115				605,309
BlackRock International Fund, Institutional Class			16,985				226,575
BlackRock International Opportunities Portfolio, Institutional Class			6,427				226,922
BlackRock Long-Horizon Equity Fund, Institutional Class			61,875				783,336
iShares Dow Jones U.S. Financial Sector Index Fund			10,221				659,663
iShares Dow Jones U.S. Industrial Sector Index Fund			5,796				450,349
iShares Dow Jones U.S. Real Estate Index Fund			1,391				93,573
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund			3,343				111,857
iShares MSCI Germany Index Fund			13,256				340,812
iShares Russell 2000 Index Fund			8,747				783,906
Master Basic Value LLC		$	819,624				819,624
Master Large Cap Growth Portfolio		$	803,099				803,099
							7,956,756

Affiliated Investment Companies (a)		Shares/ Beneficial Interest				Value
Fixed Income Funds – 53.2%
BlackRock High Yield Bond Portfolio, BlackRock Class			91,015			$	743,594
BlackRock Inflation Protected Bond Portfolio, BlackRock Class			60,322				709,990
Master Total Return Portfolio		$	8,201,354				8,201,354
							9,654,938
Short-Term Securities – 2.9%
BlackRock Liquidity Funds, TempFund, Institutional Class, 0.10% (b)			532,366				532,366
Total Affiliated Investment Companies
(Cost – $16,972,505*) – 100.0%							18,144,060
Other Assets Less Liabilities – 0.0%							1,373
Net Assets – 100.0%						$	18,145,433

 

 

 

Notes to Schedule of Investments

*	As of January 31, 2013, gross unrealized appreciation and gross unrealized depreciation based on cost for federal income tax purposes were as follows:

 

Tax cost		$	16,785,883
Gross unrealized appreciation		$	2,244,530
Gross unrealized depreciation			(886,353	)
Net unrealized appreciation		$	1,358,177

 

		BLACKROCK FUNDS II		JANUARY 31, 2013		1

---

Schedule of Investments (concluded)		LifePath Active 2015 Portfolio

 

(a)	Investments in issuers considered to be an affiliate of the Fund during the period ended January 31, 2013, for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliate		Shares/ Beneficial Interest Held at October  31, 2012				Shares/ Beneficial Interest Purchased				Shares/ Beneficial Interest Sold				Shares/ Beneficial Interest Held at January  31, 2013				Value at January 31, 2013				Income				Realized Gain (Loss)
BlackRock Capital Appreciation Fund, Inc., BlackRock Class			47,700				7,195				31,434				23,461			$	600,832			$	4,349			$	59,857
BlackRock Commodity Strategies Fund, Inc., Institutional Class			–				33,524				–				33,524			$	345,968				–				–
BlackRock Emerging Markets Fund, Inc., Institutional Class			–				53,533				–				53,533			$	1,104,931			$	14,490				–
BlackRock Equity Dividend Fund, Institutional Class			81,533				6,991				59,409				29,115			$	605,309			$	4,167			$	111,629
BlackRock High Yield Bond Portfolio, BlackRock Class			49,674				41,342				–				91,015			$	743,594			$	9,914			$	2,733
BlackRock Inflation Protected Bond Portfolio, BlackRock Class			–				60,322				–				60,322			$	709,990			$	429			$	11,805
BlackRock International Fund, Institutional Class			42,955				222				26,192				16,985			$	226,575			$	2,853			$	(4,453	)
BlackRock International Opportunities Portfolio, Institutional Class			9,838				105				3,516				6,427			$	226,922			$	3,521			$	15,573
BlackRock Liquidity Funds, TempFund, Institutional Class			396,469				135,897 1				–				532,366			$	532,366			$	118				–
BlackRock Long-Horizon Equity Fund, Institutional Class			58,740				3,135				–				61,875			$	783,336			$	21,539			$	16,806
BlackRock Small Cap Growth Equity Portfolio, Institutional Class			14,712				–				14,712				–				–				–			$	56,647
iShares Dow Jones U.S. Financial Sector Index Fund			–				10,221				–				10,221			$	659,663				–				–
iShares Dow Jones U.S. Industrial Sector Index Fund			–				5,796				–				5,796			$	450,349			$	389				–
iShares Dow Jones U.S. Real Estate Sector Index Fund			–				1,391				–				1,391			$	93,573			$	1,099				–
iShares Dow Jones U.S. Technology Sector Index Fund			3,845				–				3,845				–				–			$	1,053			$	4,154
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund			–				3,343				–				3,343			$	111,857			$	3,638				–
iShares MSCI Emerging Markets Index Fund			11,003				–				11,003				–				–				–			$	46,991
iShares MSCI Germany Index Fund			13,256				–				–				13,256			$	340,812				–				–
iShares Russell 2000 Index Fund			–				8,747				–				8,747			$	783,906			$	6,356				–
Master Basic Value LLC		$	642,714			$	176,910 1				–			$	819,624			$	819,624			$	5,324			$	38,485
Master Large Cap Growth Portfolio		$	1,043,733				–			$	240,634 2			$	803,099			$	803,099			$	4,668			$	5,402
Master S&P 500 Stock Portfolio		$	1,323,084				–			$	1,323,084 2				–				–			$	6,719			$	1,562
Master Total Return Portfolio		$	7,613,169			$	588,185 1				–			$	8,201,354			$	8,201,354			$	88,293			$	17,328
Master Value Opportunities LLC		$	371,260				–			$	371,260 2				–				–			$	657			$	648

 

1

Represents net shares/beneficial interest purchased.

2

Represents net beneficial interest sold.

(b)	Represents the current yield as of report date.

 

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

 

—

Level 1 - unadjusted price quotations in active markets/exchanges for identical assets and 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 Fund’s own 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 level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. The categorization of a value determined for investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks associated with investing in those securities. For information about the Fund’s policy regarding valuation of investments and other significant accounting policies, please refer to the Fund’s most recent financial statements as contained in its annual report.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy as of January 31, 2013:

 

		Level 1		Level 2		Level 3		Total
Assets:
Investments:
Affiliated Investment Companies		$  8,319,983		$  9,824,077		–		$  18,144,060

Certain of the Fund’s liabilities are held at carrying amount, which approximates fair value for financial reporting purposes. As of January 31, 2013, a bank overdraft of $637 is categorized as Level 2 within the disclosure hierarchy.

There were no transfers between levels during the period ended January 31, 2013.

 

2		BLACKROCK FUNDS II		JANUARY 31, 2013

---

Schedule of Investments  January 31, 2013  (Unaudited)		LifePath Active 2020 Portfolio (Percentages shown are based on Net Assets)

 

Affiliated Investment Companies (a)		Shares/ Beneficial Interest				Value
Equity Funds – 56.1%
BlackRock Capital Appreciation Fund, Inc., BlackRock Class			46,063			$	1,179,676
BlackRock Commodity Strategies Fund, Institutional Class			40,205				414,911
BlackRock Emerging Markets Fund, Inc., Institutional Class			75,309				1,554,375
BlackRock Equity Dividend Fund, Institutional Class			55,869				1,161,506
BlackRock International Fund, Institutional Class			33,646				448,844
BlackRock International Opportunities Portfolio, Institutional Class			12,701				448,487
BlackRock Long-Horizon Equity Fund, Institutional Class			88,927				1,125,814
iShares Dow Jones U.S. Financial Sector Index Fund			15,804				1,019,990
iShares Dow Jones U.S. Industrial Sector Index Fund			8,317				646,231
iShares Dow Jones U.S. Real Estate Index Fund			4,341				292,019
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund			10,435				349,155
iShares MSCI Germany Index Fund			17,059				438,587
iShares Russell 2000 Index Fund			9,292				832,749
Master Basic Value LLC		$	1,142,411				1,142,411
Master Large Cap Growth Portfolio		$	1,110,686				1,110,686
							12,165,441

Affiliated Investment Companies (a)		Shares/ Beneficial Interest				Value
Fixed Income Funds – 45.0%
BlackRock High Yield Bond Portfolio, BlackRock Class			87,272			$	713,008
BlackRock Inflation Protected Bond Portfolio, BlackRock Class			57,742				679,622
Master Total Return Portfolio		$	8,350,937				8,350,937
							9,743,567
Short-Term Securities – 2.7%
BlackRock Liquidity Funds, TempFund, Institutional Class, 0.10% (b)			590,026				590,026
Total Affiliated Investment Companies
(Cost – $20,707,116*) – 103.8%							22,499,034
Liabilities in Excess of Other Assets – (3.8)%							(816,382	)
Net Assets – 100.0%						$	21,682,652

 

Notes to Schedule of Investments

*	As of January 31, 2013, gross unrealized appreciation and gross unrealized depreciation based on cost for federal income tax purposes were as follows:

 

Tax cost		$	20,513,888
Gross unrealized appreciation		$	3,026,616
Gross unrealized depreciation			(1,041,470	)
Net unrealized appreciation		$	1,985,146

 

		BLACKROCK FUNDS II		JANUARY 31, 2013		3

---

Schedule of Investments (concluded)		LifePath Active 2020 Portfolio

 

(a)	Investments in issuers considered to be an affiliate of the Fund during the period ended January 31, 2013, for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliate		Shares/ Beneficial Interest Held at October  31, 2012				Shares/ Beneficial Interest Purchased				Shares/ Beneficial Interest Sold				Shares/ Beneficial Interest Held at January  31, 2013				Value at January 31, 2013				Income				Realized Gain (Loss)
BlackRock Capital Appreciation Fund, Inc., BlackRock Class			60,993				15,817				30,747				46,063			$	1,179,676			$	7,204			$	57,734
BlackRock Commodity Strategies Fund, Inc., Institutional Class			–				40,205				–				40,205			$	414,911			$	85				–
BlackRock Emerging Markets Fund, Inc., Institutional Class			8				80,746				5,446				75,309			$	1,554,375			$	21,857			$	5,706
BlackRock Equity Dividend Fund, Institutional Class			108,657				13,044				65,832				55,869			$	1,161,506			$	6,910			$	159,617
BlackRock High Yield Bond Portfolio, BlackRock Class			58,926				28,345				–				87,272			$	713,008			$	9,878			$	2,618
BlackRock Inflation Protected Bond Portfolio, BlackRock Class			–				57,742				–				57,742			$	679,622			$	411			$	11,299
BlackRock International Fund, Institutional Class			54,452				4,597				25,403				33,646			$	448,844			$	4,944			$	(4,319	)
BlackRock International Opportunities Portfolio, Institutional Class			14,592				1,773				3,663				12,701			$	448,487			$	6,087			$	15,819
BlackRock Latin America Fund, Inc, Institutional Class			1				–				1				–				–				–				–
BlackRock Liquidity Funds, TempFund, Institutional Class			602,354				–				12,328 2				590,026			$	590,026			$	207				–
BlackRock Long-Horizon Equity Fund, Institutional Class			84,421				4,506				–				88,927			$	1,125,814			$	30,957			$	24,154
BlackRock Small Cap Growth Equity Portfolio, Institutional Class			20,703				–				20,703				–				–				–			$	81,689
iShares Dow Jones U.S. Financial Sector Index Fund			–				15,804				–				15,804			$	1,019,990				–				–
iShares Dow Jones U.S. Industrial Sector Index Fund			–				8,317				–				8,317			$	646,231			$	558				–
iShares Dow Jones U.S. Real Estate Sector Index Fund			–				4,341				–				4,341			$	292,019			$	3,431				–
iShares Dow Jones U.S. Technology Sector Index Fund			4,948				–				4,948				–				–			$	1,356			$	5,346
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund			–				10,435				–				10,435			$	349,155			$	11,354				–
iShares MSCI Emerging Markets Index Fund			14,023				–				14,023				–				–				–			$	59,889
iShares MSCI Germany Index Fund			17,059				–				–				17,059			$	438,587				–				–
iShares Russell 2000 Index Fund			–				9,292				–				9,292			$	832,749			$	6,752				–
Master Basic Value LLC		$	645,245			$	497,166 1				–			$	1,142,411			$	1,142,411			$	6,910			$	56,585
Master Large Cap Growth Portfolio		$	1,065,007			$	45,679 1				–			$	1,110,686			$	1,110,686			$	6,377			$	8,308
Master S&P 500 Stock Portfolio		$	1,671,234				–			$	1,671,234 2				–				–			$	8,262			$	1,858
Master Total Return Portfolio		$	7,898,916			$	452,021 1				–			$	8,350,937			$	8,350,937			$	90,058			$	17,868
Master Value Opportunities LLC		$	509,484				–			$	509,484 2				–				–			$	901			$	889

 

1

Represents net beneficial interest purchased.

2

Represents net shares/beneficial interest sold.

(b)	Represents the current yield as of report date.

 

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

 

—

Level 1 - unadjusted price quotations in active markets/exchanges for identical assets and 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 Fund’s own 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 level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. The categorization of a value determined for investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks associated with investing in those securities. For information about the Fund’s policy regarding valuation of investments and other significant accounting policies, please refer to the Fund’s most recent financial statements as contained in its annual report.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy as of January 31, 2013:

 

		Level 1		Level 2		Level 3		Total
Assets:
Investments:
Affiliated Investment Companies		$  11,895,000		$  10,604,034		–		$  22,499,034

Certain of the Fund’s liabilities are held at carrying amount, which approximates fair value for financial reporting purposes. As of January 31, 2013, a bank overdraft of $637 is categorized as Level 2 within the disclosure hierarchy.

There were no transfers between levels during the period ended January 31, 2013.

 

 

4		BLACKROCK FUNDS II		JANUARY 31, 2013

---

Schedule of Investments  January 31, 2013  (Unaudited)		LifePath Active 2025 Portfolio (Percentages shown are based on Net Assets)

 

Affiliated Investment Companies (a)		Shares/ Beneficial Interest				Value
Equity Funds – 63.3%
BlackRock Capital Appreciation Fund, Inc., BlackRock Class			46,672			$	1,195,264
BlackRock Commodity Strategies Fund, Institutional Class			31,034				320,270
BlackRock Emerging Markets Fund, Inc., Institutional Class			64,026				1,321,487
BlackRock Equity Dividend Fund, Institutional Class			56,962				1,184,231
BlackRock International Fund, Institutional Class			33,540				447,418
BlackRock International Opportunities Portfolio, Institutional Class			12,641				446,360
BlackRock Long-Horizon Equity Fund, Institutional Class			78,212				990,159
iShares Dow Jones U.S. Financial Sector Index Fund			12,324				795,391
iShares Dow Jones U.S. Industrial Sector Index Fund			6,948				539,860
iShares Dow Jones U.S. Real Estate Index Fund			5,278				355,051
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund			12,598				421,529
iShares MSCI Germany Index Fund			14,564				374,440
iShares Russell 2000 Index Fund			6,411				574,554
Master Basic Value LLC		$	1,239,291				1,239,291
Master Large Cap Growth Portfolio		$	1,147,072				1,147,072
							11,352,377

Affiliated Investment Companies (a)		Shares/ Beneficial Interest				Value
Fixed Income Funds – 35.4%
BlackRock High Yield Bond Portfolio, BlackRock Class			53,136			$	434,123
BlackRock Inflation Protected Bond Portfolio, BlackRock Class			35,188				414,166
Master Total Return Portfolio		$	5,489,908				5,489,908
							6,338,197
Short-Term Securities – 2.7%
BlackRock Liquidity Funds, TempFund, Institutional Class, 0.10% (b)			478,917				478,917
Total Affiliated Investment Companies
(Cost – $16,735,549*) – 101.4%							18,169,491
Liabilities in Excess of Other Assets – (1.4)%							(248,785	)
Net Assets – 100.0%						$	17,920,706

 

 

 

Notes to Schedule of Investments

*	As of January 31, 2013, gross unrealized appreciation and gross unrealized depreciation based on cost for federal income tax purposes were as follows:

 

Tax cost		$	16,559,425
Gross unrealized appreciation		$	2,395,608
Gross unrealized depreciation			(785,542	)
Net unrealized appreciation		$	1,610,066

 

		BLACKROCK FUNDS II		JANUARY 31, 2013		5

---

Schedule of Investments (concluded)		LifePath Active 2025 Portfolio

 

(a)	Investments in issuers considered to be an affiliate of the Fund during the period ended January 31, 2013, for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliate		Shares/ Beneficial Interest Held at October 31, 2012				Shares/ Beneficial Interest Purchased				Shares/ Beneficial Interest Sold				Shares/ Beneficial Interest Held at January 31, 2013				Value at January 31, 2013				Income				Realized Gain (Loss)
BlackRock Capital Appreciation Fund, Inc., BlackRock Class			46,918				12,198				12,444				46,672			$	1,195,264			$	7,103			$	(5,573	)
BlackRock Commodity Strategies Fund, Inc., Institutional Class			–				31,034				–				31,034			$	320,270				–				–
BlackRock Emerging Markets Fund, Inc., Institutional Class			–				72,829				8,803				64,026			$	1,321,487			$	19,712			$	9,782
BlackRock Equity Dividend Fund, Institutional Class			86,897				8,531				38,466				56,962			$	1,184,231			$	6,808			$	79,494
BlackRock High Yield Bond Portfolio, BlackRock Class			34,773				18,363				–				53,136			$	434,123			$	6,039			$	1,597
BlackRock Inflation Protected Bond Portfolio, BlackRock Class			–				35,188				–				35,188			$	414,166			$	250			$	6,886
BlackRock International Fund, Institutional Class			38,785				438				5,684				33,540			$	447,418			$	5,633			$	(966	)
BlackRock International Opportunities Portfolio, Institutional Class			8,670				3,971				–				12,641			$	446,360			$	6,926				–
BlackRock Liquidity Funds, TempFund, Institutional Class			572,283				–				93,366 2				478,917			$	478,917			$	178				–
BlackRock Long-Horizon Equity Fund, Institutional Class			60,623				17,588				–				78,212			$	990,159			$	22,230			$	17,345
BlackRock Small Cap Growth Equity Portfolio, Institutional Class			14,782				–				14,782				–				–				–			$	58,986
iShares Dow Jones U.S. Financial Sector Index Fund			–				12,324				–				12,324			$	795,391				–				–
iShares Dow Jones U.S. Industrial Sector Index Fund			–				6,948				–				6,948			$	539,860			$	466				–
iShares Dow Jones U.S. Real Estate Sector Index Fund			–				5,278				–				5,278			$	355,051			$	3,988				–
iShares Dow Jones U.S. Technology Sector Index Fund			3,384				–				3,384				–				–			$	927			$	3,656
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund			–				12,598				–				12,598			$	421,529			$	13,202				–
iShares MSCI Emerging Markets Index Fund			9,978				–				9,978				–				–				–			$	42,614
iShares MSCI Germany Index Fund			11,668				2,896				–				14,564			$	374,440				–				–
iShares Russell 2000 Index Fund			–				6,411				–				6,411			$	574,554			$	4,658				–
Master Basic Value LLC		$	636,814			$	602,477 1				–			$	1,239,291			$	1,239,291			$	6,659			$	59,056
Master Large Cap Growth Portfolio		$	980,098			$	166,974 1				–			$	1,147,072			$	1,147,072			$	5,931			$	8,060
Master S&P 500 Stock Portfolio		$	1,602,270				–			$	1,602,270 2				–				–			$	7,182			$	1,404
Master Total Return Portfolio		$	4,652,263			$	837,645 1				–			$	5,489,908			$	5,489,908			$	55,771			$	10,735
Master Value Opportunities LLC		$	365,741				–			$	365,741 2				–				–			$	647			$	638

 

1

Represents net beneficial interest purchased.

2

Represents net shares/beneficial interest sold.

(b)	Represents the current yield as of report date.

 

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

 

—

Level 1 - unadjusted price quotations in active markets/exchanges for identical assets and 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 Fund’s own 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 level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. The categorization of a value determined for investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks associated with investing in those securities. For information about the Fund’s policy regarding valuation of investments and other significant accounting policies, please refer to the Fund’s most recent financial statements as contained in its annual report.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy as of January 31, 2013:

 

		Level 1		Level 2		Level 3		Total
Assets:
Investments:
Affiliated Investment Companies		$  10,293,220		$  7,876,271		–		$  18,169,491

Certain of the Fund’s liabilities are held at carrying amount, which approximates fair value for financial reporting purposes. As of January 31, 2013, a bank overdraft of $637 is categorized as Level 2 within the disclosure hierarchy.

There were no transfers between levels during the period ended January 31, 2013.

 

6		BLACKROCK FUNDS II		JANUARY 31, 2013

---

Schedule of Investments  January 31, 2013  (Unaudited)		LifePath Active 2030 Portfolio (Percentages shown are based on Net Assets)

 

Affiliated Investment Companies (a)		Shares/ Beneficial Interest				Value
Equity Funds – 69.7%
BlackRock Capital Appreciation Fund, Inc., BlackRock Class			52,511			$	1,344,802
BlackRock Commodity Strategies Fund, Institutional Class			36,954				381,370
BlackRock Emerging Markets Fund, Inc., Institutional Class			92,831				1,916,031
BlackRock Equity Dividend Fund, Institutional Class			65,121				1,353,865
BlackRock International Fund, Institutional Class			38,197				509,548
BlackRock International Opportunities Portfolio, Institutional Class			14,396				508,321
BlackRock Long-Horizon Equity Fund, Institutional Class			116,329				1,472,722
iShares Dow Jones U.S. Financial Sector Index Fund			14,968				966,035
iShares Dow Jones U.S. Industrial Sector Index Fund			8,072				627,194
iShares Dow Jones U.S. Real Estate Index Fund			7,412				498,605
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund			17,626				589,766
iShares MSCI Germany Index Fund			15,969				410,563
iShares Russell 2000 Index Fund			6,848				613,718
Master Basic Value LLC		$	1,393,553				1,393,553
Master Large Cap Growth Portfolio		$	1,329,228				1,329,228
							13,915,321

Affiliated Investment Companies (a)		Shares/ Beneficial Interest				Value
Fixed Income Funds – 27.9%
BlackRock High Yield Bond Portfolio, BlackRock Class			54,632			$	446,340
BlackRock Inflation Protected Bond Portfolio, BlackRock Class			32,017				376,839
Master Total Return Portfolio		$	4,732,345				4,732,345
							5,555,524
Short-Term Securities – 4.2%
BlackRock Liquidity Funds, TempFund, Institutional Class, 0.10% (b)			844,357				844,357
Total Affiliated Investment Companies
(Cost – $18,530,519*) – 101.8%							20,315,202
Liabilities in Excess of Other Assets – (1.8)%							(361,161	)
Net Assets – 100.0%						$	19,954,041

 

 

 

Notes to Schedule of Investments

*	As of January 31, 2013, gross unrealized appreciation and gross unrealized depreciation based on cost for federal income tax purposes were as follows:

 

Tax cost		$	18,204,301
Gross unrealized appreciation		$	2,905,911
Gross unrealized depreciation			(795,010	)
Net unrealized appreciation		$	2,110,901

 

 

		BLACKROCK FUNDS II		JANUARY 31, 2013		7

---

Schedule of Investments (concluded)		LifePath Active 2030 Portfolio

 

 

(a)	Investments in issuers considered to be an affiliate of the Fund during the period ended January 31, 2013, for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliate		Shares/ Beneficial Interest Held at October 31, 2012				Shares/ Beneficial Interest Purchased				Shares/ Beneficial Interest Sold				Shares/ Beneficial Interest Held at January 31, 2013				Value at January 31, 2013				Income				Realized Gain (Loss)
BlackRock Capital Appreciation Fund, Inc., BlackRock Class			83,772				7,492				38,754				52,511			$	1,344,802			$	9,297			$	118,627
BlackRock Commodity Strategies Fund, Institutional Class			–				36,954				–				36,954			$	381,370			$	78				–
BlackRock Emerging Markets Fund, Inc., Institutional Class			–				97,566				4,735				92,831			$	1,916,031			$	26,408			$	5,130
BlackRock Equity Dividend Fund, Institutional Class			126,239				9,214				70,332				65,121			$	1,353,865			$	8,923			$	159,300
BlackRock High Yield Bond Portfolio, BlackRock Class			36,897				17,735				–				54,632			$	446,340			$	5,631			$	1,454
BlackRock Inflation Protected Bond Portfolio, BlackRock Class			–				32,017				–				32,017			$	376,839			$	228			$	6,266
BlackRock International Fund, Institutional Class			68,772				499				31,074				38,197			$	509,548			$	6,416			$	(5,587	)
BlackRock International Opportunities Portfolio, Institutional Class			18,333				235				4,172				14,396			$	508,321			$	7,887			$	13,140
BlackRock Liquidity Funds, TempFund, Institutional Class			392,896				451,461 1				–				844,357			$	844,357			$	164				–
BlackRock Long-Horizon Equity Fund, Institutional Class			110,434				5,895				–				116,329			$	1,472,722			$	40,495			$	31,596
BlackRock Small Cap Growth Equity Portfolio, Institutional Class			25,739				–				25,739				–				–				–			$	92,792
iShares Dow Jones U.S. Financial Sector Index Fund			–				14,968				–				14,968			$	966,035				–				–
iShares Dow Jones U.S. Industrial Sector Index Fund			–				8,072				–				8,072			$	627,194			$	541				–
iShares Dow Jones U.S. Real Estate Index Fund			–				7,762				350				7,412			$	498,605			$	6,134			$	1,406
iShares Dow Jones U.S. Technology Sector Index Fund			4,632				–				4,632				–				–			$	1,269			$	5,004
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund			–				18,659				1,033				17,626			$	589,766			$	20,303			$	1,268
iShares MSCI Emerging Markets Index Fund			12,997				–				12,997				–				–				–			$	55,507
iShares MSCI Germany Index Fund			15,969				–				–				15,969			$	410,563				–				–
iShares Russell 2000 Index Fund			–				6,848				–				6,848			$	613,718			$	4,976				–
Master Basic Value LLC		$	857,508			$	536,045 1				–			$	1,393,553			$	1,393,553			$	8,433			$	66,158
Master Large Cap Growth Portfolio		$	1,353,789				–			$	24,561 2			$	1,329,228			$	1,329,228			$	7,593			$	9,290
Master S&P 500 Stock Portfolio		$	1,980,356				–			$	1,980,356 2				–				–			$	8,732			$	1,661
Master Total Return Portfolio		$	4,579,931			$	152,414 1				–			$	4,732,345			$	4,732,345			$	51,906			$	10,454
Master Value Opportunities LLC		$	632,589				–			$	632,589 2				–				–			$	1,118			$	1,104

 

1

Represents net shares/beneficial interest purchased.

2

Represents net beneficial interest sold.

(b)	Represents the current yield as of report date.

 

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

 

—

Level 1 - unadjusted price quotations in active markets/exchanges for identical assets and 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 Fund’s own 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 level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. The categorization of a value determined for investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks associated with investing in those securities. For information about the Fund’s policy regarding valuation of investments and other significant accounting policies, please refer to the Fund’s most recent financial statements as contained in its annual report.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy as of January 31, 2013:

 

		Level 1		Level 2		Level 3		Total
Assets:
Investments:
Affiliated Investment Companies		$  12,860,076		$  7,455,126		–		$  20,315,202

Certain of the Fund’s liabilities are held at carrying amount, which approximates fair value for financial reporting purposes. As of January 31, 2013, a bank overdraft of $637 is categorized as Level 2 within the disclosure hierarchy.

There were no transfers between levels during the period ended January 31, 2013.

 

 

8		BLACKROCK FUNDS II		JANUARY 31, 2013

---

Schedule of Investments  January 31, 2013  (Unaudited)		LifePath Active 2035 Portfolio (Percentages shown are based on Net Assets)

 

Affiliated Investment Companies (a)		Shares/ Beneficial Interest				Value
Equity Funds – 77.3%
BlackRock Capital Appreciation Fund, Inc., BlackRock Class			31,062			$	795,507
BlackRock Commodity Strategies Fund, Institutional Class			16,203				167,218
BlackRock Emerging Markets Fund, Inc., Institutional Class			46,126				952,034
BlackRock Equity Dividend Fund, Institutional Class			37,156				772,472
BlackRock International Fund, Institutional Class			19,104				254,850
BlackRock International Opportunities Portfolio, Institutional Class			7,221				254,974
BlackRock Long-Horizon Equity Fund, Institutional Class			55,869				707,305
iShares Dow Jones U.S. Financial Sector Index Fund			6,655				429,514
iShares Dow Jones U.S. Industrial Sector Index Fund			3,589				278,865
iShares Dow Jones U.S. Real Estate Index Fund			4,215				283,543
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund			10,040				335,938
iShares MSCI Germany Index Fund			7,015				180,356
iShares Russell 2000 Index Fund			2,695				241,526
Master Basic Value LLC		$	796,114				796,114
Master Large Cap Growth Portfolio		$	742,745				742,745
							7,192,961

Affiliated Investment Companies (a)		Shares/ Beneficial Interest				Value
Fixed Income Funds – 21.5%
BlackRock High Yield Bond Portfolio, BlackRock Class			22,872			$	186,866
BlackRock Inflation Protected Bond Portfolio, BlackRock Class			10,005				117,765
Master Total Return Portfolio		$	1,691,467				1,691,467
							1,996,098
Short-Term Securities – 3.2%
BlackRock Liquidity Funds, TempFund, Institutional Class, 0.10% (b)			300,542				300,542
Total Affiliated Investment Companies (Cost – $8,576,688*) – 102.0%							9,489,601
Liabilities in Excess of Other Assets – (2.0)%							(184,752	)
Net Assets – 100.0%						$	9,304,849

 

Notes to Schedule of Investments

*	As of January 31, 2013, gross unrealized appreciation and gross unrealized depreciation based on cost for federal income tax purposes were as follows:

 

Tax cost		$	8,435,187
Gross unrealized appreciation		$	1,409,819
Gross unrealized depreciation			(355,405	)
Net unrealized appreciation		$	1,054,414

 

		BLACKROCK FUNDS II		JANUARY 31, 2013		9

---

Schedule of Investments (concluded)		LifePath Active 2035 Portfolio

 

(a)	Investments in issuers considered to be an affiliate of the Fund during the period ended January 31, 2013, for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

 

Affiliate		Shares/ Beneficial Interest Held at October 31, 2012				Shares/ Beneficial Interest Purchased				Shares/ Beneficial Interest Sold				Shares/ Beneficial Interest Held at January 31, 2013				Value at January 31, 2013				Income				Realized Gain (Loss)
BlackRock Capital Appreciation Fund, Inc., BlackRock Class			44,959				10,447				24,343				31,062			$	795,507			$	4,461			$	81,255
BlackRock Commodity Strategies Fund, Institutional Class			–				16,203				–				16,203			$	167,218			$	34				–
BlackRock Emerging Markets Fund, Inc., Institutional Class			–				49,337				3,212				46,126			$	952,034			$	12,730			$	32
BlackRock Equity Dividend Fund, Institutional Class			81,419				6,727				50,990				37,156			$	772,472			$	4,277			$	133,975
BlackRock High Yield Bond Portfolio, BlackRock Class			24,633				8,018				9,779				22,872			$	186,866			$	2,723			$	2,044
BlackRock Inflation Protected Bond Portfolio, BlackRock Class			–				10,005				–				10,005			$	117,765			$	71			$	1,958
BlackRock International Fund, Institutional Class			31,216				1,996				14,107				19,104			$	254,850			$	2,912			$	(2,768	)
BlackRock International Opportunities Portfolio, Institutional Class			9,688				775				3,243				7,221			$	254,974			$	3,590			$	13,147
BlackRock Liquidity Funds, TempFund, Institutional Class			163,571				136,971 1				–				300,542			$	300,542			$	94				–
BlackRock Long-Horizon Equity Fund, Institutional Class			61,485				3,282				8,898				55,869			$	707,305			$	22,546			$	29,152
BlackRock Small Cap Growth Equity Portfolio, Institutional Class			13,934				–				13,934				–				–				–			$	55,033
iShares Dow Jones U.S. Financial Sector Index Fund			–				6,655				–				6,655			$	429,514				–				–
iShares Dow Jones U.S. Industrial Sector Index Fund			–				3,589				–				3,589			$	278,865			$	241				–
iShares Dow Jones U.S. Real Estate Index Fund			–				4,215				–				4,215			$	283,543			$	3,232				–
iShares Dow Jones U.S. Technology Sector Index Fund			2,034				–				2,034				–				–			$	557			$	2,198
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund			–				10,040				–				10,040			$	335,938			$	10,699				–
iShares MSCI Emerging Markets Index Fund			5,959				–				5,959				–				–				–			$	25,450
iShares MSCI Germany Index Fund			7,015				–				–				7,015			$	180,356				–				–
iShares Russell 2000 Index Fund			–				2,695				–				2,695			$	241,526			$	1,958				–
Master Basic Value LLC		$	424,541			$	371,573 1				–			$	796,114			$	796,114			$	4,036			$	35,422
Master Large Cap Growth Portfolio		$	623,237			$	119,508 1				–			$	742,745			$	742,745			$	3,803			$	4,624
Master S&P 500 Portfolio		$	974,823				–			$	974,823 2				–				–			$	4,103			$	718
Master Total Return Portfolio		$	474,059			$	1,217,408 1				–			$	1,691,467			$	1,691,467			$	14,595			$	2,323
Master Value Opportunities LLC		$	344,735				–			$	344,735 2				–				–			$	610			$	22,864

 

1

Represents net shares/beneficial interest purchased.

2

Represents net beneficial interest sold.

(b)	Represents the current yield as of report date.

 

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

 

—

Level 1 - unadjusted price quotations in active markets/exchanges for identical assets and 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 Fund’s own 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 level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. The categorization of a value determined for investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks associated with investing in those securities. For information about the Fund’s policy regarding valuation of investments and other significant accounting policies, please refer to the Fund’s most recent financial statements as contained in its annual report.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy as of January 31, 2013:

 

		Level 1		Level 2		Level 3		Total
Assets:
Investments:
Affiliated Investment Companies		$  6,259,275		$  3,230,326		–		$  9,489,601

Certain of the Fund’s liabilities are held at carrying amount, which approximates fair value for financial reporting purposes. As of January 31, 2013, a bank overdraft of $637 is categorized as Level 2 within the disclosure hierarchy.

There were no transfers between levels during the period ended January 31, 2013.

 

10		BLACKROCK FUNDS II		JANUARY 31, 2013

---

Schedule of Investments  January 31, 2013  (Unaudited)		LifePath Active 2040 Portfolio (Percentages shown are based on Net Assets)

 

Affiliated Investment Companies (a)		Shares/ Beneficial Interest				Value
Equity Funds – 84.4%
BlackRock Capital Appreciation Fund, Inc., BlackRock Class			46,854			$	1,199,923
BlackRock Commodity Strategies Fund, Institutional Class			23,565				243,192
BlackRock Emerging Markets Fund, Inc., Institutional Class			67,706				1,397,450
BlackRock Equity Dividend Fund, Institutional Class			58,140				1,208,735
BlackRock International Fund, Institutional Class			33,403				445,590
BlackRock International Opportunities Portfolio, Institutional Class			12,600				444,920
BlackRock Long-Horizon Equity Fund, Institutional Class			80,386				1,017,691
iShares Dow Jones U.S. Financial Sector Index Fund			9,394				606,289
iShares Dow Jones U.S. Industrial Sector Index Fund			5,066				393,628
iShares Dow Jones U.S. Real Estate Index Fund			6,860				461,472
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund			16,491				551,789
iShares MSCI Germany Index Fund			9,077				233,370
iShares Russell 2000 Index Fund			3,510				314,566
Master Basic Value LLC		$	1,211,335				1,211,335
Master Large Cap Growth Portfolio		$	1,195,488				1,195,488
							10,925,438

Affiliated Investment Companies (a)		Shares/ Beneficial Interest				Value
Fixed Income Funds – 15.5%
BlackRock High Yield Bond Portfolio, BlackRock Class			28,945			$	236,477
BlackRock Inflation Protected Bond Portfolio, BlackRock Class			8,649				101,803
Master Total Return Portfolio		$	1,669,982				1,669,982
							2,008,262
Short-Term Securities – 3.7%
BlackRock Liquidity Funds, TempFund, Institutional Class, 0.10% (b)			478,186				478,186
Total Affiliated Investment Companies (Cost – $12,033,576*) – 103.6%							13,411,886
Liabilities in Excess of Other Assets – (3.6)%							(469,560	)
Net Assets – 100.0%						$	12,942,326

 

Notes to Schedule of Investments

*	As of January 31, 2013, gross unrealized appreciation and gross unrealized depreciation based on cost for federal income tax purposes were as follows:

 

Tax cost		$	11,872,426
Gross unrealized appreciation		$	2,036,283
Gross unrealized depreciation			(496,823	)
Net unrealized appreciation		$	1,539,460

 

		BLACKROCK FUNDS II		JANUARY 31, 2013		11

---

Schedule of Investments (concluded)		LifePath Active 2040 Portfolio

 

(a)	Investments in issuers considered to be an affiliate of the Fund during the period ended January 31, 2013, for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliate		Shares/ Beneficial Interest Held at October 31, 2012				Shares/ Beneficial Interest Purchased				Shares/ Beneficial Interest Sold				Shares/ Beneficial Interest Held at January 31, 2013				Value at January 31, 2013				Income				Realized Gain (Loss)
BlackRock Capital Appreciation Fund, Inc., BlackRock Class			63,740				9,543				26,429				46,854			$	1,199,923			$	7,478			$	36,397
BlackRock Commodity Strategy Fund, Institutional Class			–				23,565				–				23,565			$	243,192			$	50				–
BlackRock Emerging Markets Fund, Inc., Institutional Class			–				74,040				6,334				67,706			$	1,397,450			$	20,040			$	6,705
BlackRock Equity Dividend Fund, Institutional Class			100,606				9,997				52,463				58,140			$	1,208,735			$	7,179			$	84,570
BlackRock High Yield Bond Portfolio, BlackRock Class			13,569				16,160				784				28,945			$	236,477			$	2,028			$	360
BlackRock Inflation Protected Bond Portfolio, BlackRock Class			–				8,649				–				8,649			$	101,803			$	62			$	1,693
BlackRock International Fund, Institutional Class			39,264				14,838				20,699				33,403			$	445,590			$	5,610			$	(4,039)
BlackRock International Opportunities Portfolio, Institutional Class			11,769				831				–				12,600			$	444,920			$	6,903				–
BlackRock Liquidity Funds, TempFund, Institutional Class			416,442				61,744 1				–				478,186			$	478,186			$	97				–
BlackRock Long-Horizon Equity Fund, Institutional Class			76,313				4,073				–				80,386			$	1,017,691			$	27,983			$	21,834
BlackRock Small Cap Growth Equity Portfolio, Institutional Class			17,362				–				17,362				–				–				–			$	64,156
iShares Dow Jones U.S. Financial Sector Index Fund			–				9,394				–				9,394			$	606,289				–				–
iShares Dow Jones U.S. Industrial Sector Index Fund			–				5,066				–				5,066			$	393,628			$	340				–
iShares Dow Jones U.S. Real Estate Index Fund			–				6,860				–				6,860			$	461,472			$	5,421				–
iShares Dow Jones U.S. Technology Sector Index Fund			2,632				–				2,632				–				–			$	721			$	2,844
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund			–				16,491				–				16,491			$	551,789			$	17,944				–
iShares MSCI Emerging Markets Index Fund			7,588				–				7,588				–				–				–			$	32,407
iShares MSCI Germany Index Fund			9,077				–				–				9,077			$	233,370				–				–
iShares Russell 2000 Index Fund			–				3,510				–				3,510			$	314,566			$	2,550				–
Master Basic Value LLC		$	850,787			$	360,548 1				–			$	1,211,335			$	1,211,335			$	7,494			$	54,794
Master Large Cap Growth Portfolio		$	1,232,751				–			$	37,263 2			$	1,195,488			$	1,195,488			$	6,499			$	8,286
Master S&P 500 Stock Portfolio		$	1,541,461				–			$	1,541,461 2				–				–			$	6,282			$	1,030
Master Total Return Portfolio		$	816,540			$	853,442 1				–			$	1,669,982			$	1,669,982			$	16,513			$	2,931
Master Value Opportunities LLC		$	441,958				–			$	441,958 2				–				–			$	784			$	772

 

1

Represents net shares/beneficial interest purchased.

2

Represents net beneficial interest sold.

(b)	Represents the current yield as of report date.

 

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

 

—

Level 1 - unadjusted price quotations in active markets/exchanges for identical assets and 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 Fund’s own 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 level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. The categorization of a value determined for investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks associated with investing in those securities. For information about the Fund’s policy regarding valuation of investments and other significant accounting policies, please refer to the Fund’s most recent financial statements as contained in its annual report.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy as of January 31, 2013:

 

		Level 1		Level 2		Level 3		Total
Assets:
Investments:
Affiliated Investment Companies		$  9,335,081		$  4,076,805		–		$  13,411,886

Certain of the Fund’s liabilities are held at carrying amount, which approximates fair value for financial reporting purposes. As of January 31, 2013, a bank overdraft of $637 is categorized as Level 2 within the disclosure hierarchy.

There were no transfers between levels during the period ended January 31, 2013.

 

12		BLACKROCK FUNDS II		JANUARY 31, 2013

---

Schedule of Investments  January 31, 2013  (Unaudited)		LifePath Active 2045 Portfolio (Percentages shown are based on Net Assets)

 

Affiliated Investment Companies (a)		Shares/ Beneficial Interest				Value
Equity Funds – 88.4%
BlackRock Capital Appreciation Fund, Inc., BlackRock Class			23,483			$	601,388
BlackRock Commodity Strategies Fund, Institutional Class			10,533				108,698
BlackRock Emerging Markets Fund, Inc., Institutional Class			32,544				671,707
BlackRock Equity Dividend Fund, Institutional Class			29,092				604,828
BlackRock International Fund, Institutional Class			16,401				218,790
BlackRock International Opportunities Portfolio, Institutional Class			6,181				218,267
BlackRock Long-Horizon Equity Fund, Institutional Class			36,162				457,805
iShares Dow Jones U.S. Financial Sector Index Fund			4,189				270,358
iShares Dow Jones U.S. Industrial Sector Index Fund			2,309				179,409
iShares Dow Jones U.S. Real Estate Index Fund			3,589				241,432
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund			8,563				286,518
iShares MSCI Germany Index Fund			4,374				112,456
iShares Russell 2000 Index Fund			1,400				125,468
Master Basic Value LLC		$	602,941				602,941
Master Large Cap Growth Portfolio		$	599,775				599,775
							5,299,840

Affiliated Investment Companies (a)		Shares/ Beneficial Interest				Value
Fixed Income Funds – 10.0%
BlackRock High Yield Bond Portfolio, BlackRock Class			13,757			$	112,393
Master Total Return Portfolio		$	486,697				486,697
							599,090
Short-Term Securities – 3.7%
BlackRock Liquidity Funds, TempFund, Institutional Class, 0.10% (b)			224,471				224,471
Total Affiliated Investment Companies (Cost – $5,494,158*) – 102.1%							6,123,401
Liabilities in Excess of Other Assets – (2.1)%							(127,405	)
Net Assets – 100.0%						$	5,995,996

 

Notes to Schedule of Investments

*	As of January 31, 2013, gross unrealized appreciation and gross unrealized depreciation based on cost for federal income tax purposes were as follows:

 

Tax cost		$	5,426,068
Gross unrealized appreciation		$	940,992
Gross unrealized depreciation			(243,659	)
Net unrealized appreciation		$	697,333

 

		BLACKROCK FUNDS II		JANUARY 31, 2013		13

---

Schedule of Investments (concluded)		LifePath Active 2045 Portfolio

 

(a)	Investments in issuers considered to be an affiliate of the Fund during the period ended January 31, 2013, for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

 

Affiliate		Shares/ Beneficial Interest Held at October 31, 2012				Shares/ Beneficial Interest Purchased				Shares/ Beneficial Interest Sold				Shares/ Beneficial Interest Held at January 31, 2013				Value at January 31, 2013				Income				Realized Gain (Loss)
BlackRock Capital Appreciation Fund, Inc., BlackRock Class			30,093				4,716				11,327				23,483			$	601,388			$	3,644			$	8,944
BlackRock Commodity Strategy Fund, Institutional Class			–				10,533				–				10,533			$	108,698				–				–
BlackRock Emerging Markets Fund, Inc., Institutional Class			–				35,425				2,881				32,544			$	671,707			$	9,588			$	3,033
BlackRock Equity Dividend Fund, Institutional Class			48,177				5,269				24,354				29,092			$	604,828			$	3,495			$	30,962
BlackRock High Yield Bond Portfolio, BlackRock Class			13,493				264				–				13,757			$	112,393			$	1,743			$	414
BlackRock International Fund, Institutional Class			28,839				214				12,652				16,401			$	218,790			$	2,755			$	(1,431)
BlackRock International Opportunities Portfolio, Institutional Class			4,819				1,363				–				6,181			$	218,267			$	3,387				–
BlackRock Liquidity Funds, TempFund, Institutional Class			172,264				52,207 1								224,471			$	224,471			$	61				–
BlackRock Long-Horizon Equity Fund, Institutional Class			34,329				1,832				–				36,162			$	457,805			$	12,588			$	9,822
BlackRock Small Cap Growth Equity Portfolio, Institutional Class			7,848				–				7,848				–				–				–			$	26,828
iShares Dow Jones U.S. Financial Sector Index Fund			–				4,189				–				4,189			$	270,358				–				–
iShares Dow Jones U.S. Industrial Sector Index Fund			–				2,309				–				2,309			$	179,409			$	155				–
iShares Dow Jones U.S. Real Estate Index Fund			–				3,589				–				3,589			$	241,432			$	2,721				–
iShares Dow Jones U.S. Technology Sector Index Fund			1,268				–				1,268				–				–			$	347			$	1,370
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund			–				8,563				–				8,563			$	286,518			$	9,005				–
iShares MSCI Emerging Markets Index Fund			3,659				–				3,659				–				–				–			$	15,627
iShares MSCI Germany Index Fund			4,374				–				–				4,374			$	112,456				–				–
iShares Russell 2000 Index Fund			–				1,400				–				1,400			$	125,468			$	1,017				–
Master Basic Value LLC		$	378,502			$	224,439 1				–			$	602,941			$	602,941			$	3,528			$	27,890
Master Large Cap Growth Portfolio		$	589,253			$	10,522 1				–			$	599,775			$	599,775			$	3,104			$	11,059
Master S&P 500 Stock Portfolio		$	608,887				–			$	608,887 2				–				–			$	2,599			$	467
Master Total Return Portfolio		$	323,168			$	163,529 1				–			$	486,697			$	486,697			$	4,753			$	857
Master Value Opportunities LLC		$	101,627				–			$	101,627 2				–				–			$	163			$	11,837

 

1

Represents net shares/beneficial interest purchased.

2

Represents net beneficial interest sold.

(b)	Represents the current yield as of report date.

 

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

 

—

Level 1 - unadjusted price quotations in active markets/exchanges for identical assets and 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 Fund’s own 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 level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. The categorization of a value determined for investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks associated with investing in those securities. For information about the Fund’s policy regarding valuation of investments and other significant accounting policies, please refer to the Fund’s most recent financial statements as contained in its annual report.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy as of January 31, 2013:

 

		Level 1		Level 2		Level 3		Total
Assets:
Investments:
Affiliated Investment Companies		$  4,433,988		$  1,689,413		–		$  6,123,401

Certain of the Fund’s liabilities are held at carrying amount, which approximates fair value for financial reporting purposes. As of January 31, 2013, a bank overdraft of $637 is categorized as Level 2 within the disclosure hierarchy.

There were no transfers between levels during the period ended January 31, 2013.

 

14		BLACKROCK FUNDS II		JANUARY 31, 2013

---

Schedule of Investments  January 31, 2013  (Unaudited)		LifePath Active 2050 Portfolio (Percentages shown are based on Net Assets)

 

Affiliated Investment Companies (a)		Shares/ Beneficial Interest				Value
Equity Funds – 92.6%
BlackRock Capital Appreciation Fund, Inc., BlackRock Class			21,624			$	553,788
BlackRock Commodity Strategies Fund, Institutional Class			8,506				87,780
BlackRock Emerging Markets Fund, Inc., Institutional Class			27,777				573,310
BlackRock Equity Dividend Fund, Institutional Class			27,175				564,960
BlackRock International Fund, Institutional Class			14,794				197,351
BlackRock International Opportunities Portfolio, Institutional Class			5,576				196,872
BlackRock Long-Horizon Equity Fund, Institutional Class			34,358				434,975
iShares Dow Jones U.S. Financial Sector Index Fund			3,087				199,235
iShares Dow Jones U.S. Industrial Sector Index Fund			1,678				130,381
iShares Dow Jones U.S. Real Estate Index Fund			3,290				221,318
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund			7,890				263,999
iShares MSCI Germany Index Fund			3,274				84,175
iShares Russell 2000 Index Fund			1,013				90,785
Master Basic Value LLC		$	559,667				559,667
Master Large Cap Growth Portfolio		$	556,507				556,507
							4,715,103

Affiliated Investment Companies (a)		Shares/ Beneficial Interest				Value
Fixed Income Funds – 5.0%
BlackRock High Yield Bond Portfolio, BlackRock Class			11,096			$	90,652
Master Total Return Portfolio		$	161,318				161,318
							251,970
Short-Term Securities – 3.7%
BlackRock Liquidity Funds, TempFund, Institutional Class, 0.10% (b)			190,340				190,340
Total Affiliated Investment Companies (Cost – $4,626,511*) – 101.3%							5,157,413
Liabilities in Excess of Other Assets – (1.3)%							(64,723	)
Net Assets – 100.0%						$	5,092,690

 

Notes to Schedule of Investments

*	As of January 31, 2013, gross unrealized appreciation and gross unrealized depreciation based on cost for federal income tax purposes were as follows:

 

Tax cost		$	4,539,495
Gross unrealized appreciation		$	783,399
Gross unrealized depreciation			(165,481	)
Net unrealized appreciation		$	617,918

 

		BLACKROCK FUNDS II		JANUARY 31, 2013		15

---

Schedule of Investments (concluded)		LifePath Active 2050 Portfolio

 

(a)	Investments in issuers considered to be an affiliate of the Fund during the period ended January 31, 2013, for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliate		Shares/ Beneficial Interest Held at October 31, 2012				Shares/ Beneficial Interest Purchased				Shares/ Beneficial Interest Sold				Shares/ Beneficial Interest Held at January 31, 2013				Value at January 31, 2013				Income				Realized Gain (Loss)
BlackRock Capital Appreciation Fund, Inc., BlackRock Class			24,655				5,859				8,890				21,624			$	553,788			$	3,172			$	38
BlackRock Commodity Strategies Fund, Institutional Class			–				8,506				–				8,506			$	87,780			$	18				–
BlackRock Emerging Markets Fund, Inc., Institutional Class			–				30,243				2,466				27,777			$	573,310			$	8,186			$	2,646
BlackRock Equity Dividend Fund, Institutional Class			38,002				7,605				18,433				27,175			$	564,960			$	3,043			$	17,755
BlackRock High Yield Bond Portfolio, BlackRock Class			16,188				305				5,397				11,096			$	90,652			$	1,966			$	3,550
BlackRock International Fund, Institutional Class			18,329				193				3,728				14,794			$	197,351			$	2,485			$	(858	)
BlackRock International Opportunities Portfolio, Institutional Class			4,165				1,411				–				5,576			$	196,872			$	3,055				–
BlackRock Liquidity Funds, TempFund, Institutional Class			123,189				67,151 1				–				190,340			$	190,340			$	49				–
BlackRock Long-Horizon Equity Fund, Institutional Class			27,671				6,687				–				34,358			$	434,975			$	10,147			$	7,917
BlackRock Small Cap Growth Equity Portfolio, Institutional Class			6,291				–				6,291				–				–				–			$	22,121
iShares Dow Jones U.S. Financial Sector Index Fund			–				3,401				314				3,087			$	199,235				–			$	661
iShares Dow Jones U.S. Industrial Sector Index Fund			–				1,875				197				1,678			$	130,381			$	126			$	245
iShares Dow Jones U.S. Real Estate Index Fund			–				3,290				–				3,290			$	221,318			$	2,422				–
iShares Dow Jones U.S. Technology Sector Index Fund			949				–				949				–				–			$	260			$	1,025
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund			–				7,890				–				7,890			$	263,999			$	8,017				–
iShares MSCI Emerging Markets Index Fund			2,716				–				2,716				–				–				–			$	11,599
iShares MSCI Germany Index Fund			3,274				–				–				3,274			$	84,175				–				–
iShares Russell 2000 Index Fund			–				1,013				–				1,013			$	90,785			$	736				–
Master Basic Value LLC		$	298,915			$	260,752 1				–			$	559,667			$	559,667			$	3,038			$	26,335
Master Large Cap Growth Portfolio		$	459,484			$	97,023 1				–			$	556,507			$	556,507			$	2,649			$	3,945
Master S&P 500 Portfolio		$	496,801				–			$	496,801 2				–				–			$	2,107			$	374
Master Total Return Portfolio		$	214,076				–			$	52,758 2			$	161,318			$	161,318			$	1,605			$	329
Master Value Opportunities LLC		$	159,908				–			$	159,908 2				–				–			$	283			$	279

 

1

Represents net shares/beneficial interest purchased.

2

Represents net beneficial interest sold.

(b)	Represents the current yield as of report date.

 

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

 

—

Level 1 - unadjusted price quotations in active markets/exchanges for identical assets and 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 Fund’s own 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 level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. The categorization of a value determined for investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks associated with investing in those securities. For information about the Fund’s policy regarding valuation of investments and other significant accounting policies, please refer to the Fund’s most recent financial statements as contained in its annual report.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy as of January 31, 2013:

 

		Level 1		Level 2		Level 3		Total
Assets:
Investments:
Affiliated Investment Companies		$  3,879,921		$  1,277,492		–		$  5,157,413

Certain of the Fund’s liabilities are held at carrying amount, which approximates fair value for financial reporting purposes. As of January 31, 2013, a bank overdraft of $637 is categorized as Level 2 within the disclosure hierarchy.

There were no transfers between levels during the period ended January 31, 2013.

 

 

16		BLACKROCK FUNDS II		JANUARY 31, 2013

---

Item 2 – Controls and Procedures

 

2(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.

 

2(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 registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3 – Exhibits

Certifications – Attached hereto

---

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 Funds II

 

By:		/s/ John M. Perlowski
		John M. Perlowski
		Chief Executive Officer (principal executive officer) of
		BlackRock Funds II

Date: March 26, 2013

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 Funds II

Date: March 26, 2013

 

By:		/s/ Neal J. Andrews
		Neal J. Andrews
		Chief Financial Officer (principal financial officer) of
		BlackRock Funds II

Date: March 26, 2013