UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number		811-09729
iShares Trust
(Exact name of registrant as specified in charter)
c/o: Citi Fund Services Ohio, Inc. 4400 Easton Way Suite 200 Columbus, Ohio				43219
(Address of principal executive offices)				(Zip code)
The Corporation Trust Company 1209 Orange Street, Wilmington, DE  19801
(Name and address of agent for service)
Registrant’s telephone number, including area code:			(415) 670-2000
Date of fiscal year end:	July 31, 2022
Date of reporting period:	July 31, 2022

Item 1.      Reports to Stockholders.

(a) The Report to Shareholders is attached herewith.

July

31,

2022

iShares

Trust

iShares

ESG

MSCI

USA

Min

Vol

Factor

ETF

|

ESMV

|

NASDAQ

iShares

MSCI

USA

Min

Vol

Factor

ETF

|

USMV

|

Cboe

BZX

2022

Annual

Report

Dear

Shareholder,

The

12-month

reporting

period

as

of

July

31,

2022

saw

the

emergence

of

significant

challenges

that

disrupted

the

economic

recovery

and

strong

financial

markets.

The

U.S.

economy

shrank

in

the

first

half

of

2022,

ending

the

run

of

robust

growth

that

followed

the

reopening

of

global

economies

and

the

development

of

COVID-19

vaccines.

Changes

in

consumer

spending

patterns

and

a

tight

labor

market

led

to

elevated

inflation,

which

reached

a

40-year

high.

Moreover,

while

the

foremost

effect

of

Russia’s

invasion

of

Ukraine

has

been

a

severe

humanitarian

crisis,

the

ongoing

war

continued

to

present

challenges

for

both

investors

and

policymakers.

Equity

prices

fell

as

interest

rates

rose,

particularly

weighing

on

relatively

high-valuation

growth

stocks

and

economically

sensitive

small-capitalization

stocks.

While

both

large-

and

small-capitalization

U.S.

stocks

fell,

declines

for

small-capitalization

U.S.

stocks

were

steeper.

Both

emerging

market

stocks

and

international

equities

from

developed

markets

fell

significantly,

pressured

by

rising

interest

rates

and

a

strengthening

U.S.

dollar.

The

10-year

U.S.

Treasury

yield

(which

is

inversely

related

to

bond

prices)

rose

notably

during

the

reporting

period

as

investors

reacted

to

higher

inflation

and

attempted

to

anticipate

its

impact

on

future

interest

rate

changes.

The

corporate

bond

market

also

faced

inflationary

headwinds,

and

increasing

uncertainty

led

to

higher

corporate

bond

spreads

(the

difference

in

yield

between

U.S.

Treasuries

and

similarly-dated

corporate

bonds).

The

U.S.

Federal

Reserve

(the

“Fed”),

acknowledging

that

inflation

is

growing

faster

than

expected,

raised

interest

rates

four

times

while

indicating

that

additional

rate

hikes

were

likely.

Furthermore,

the

Fed

wound

down

its

bond-buying

programs

and

began

to

reduce

its

balance

sheet.

Continued

high

inflation

and

the

Fed’s

statements

led

many

analysts

to

anticipate

that

interest

rates

have

room

to

rise

before

peaking,

although

investors’

inflation

expectations

began

to

decline

near

the

end

of

the

period.

The

horrific

war

in

Ukraine

has

significantly

clouded

the

outlook

for

the

global

economy,

leading

to

major

volatility

in

energy

and

metals

markets.

Sanctions

on

Russia,

Europe’s

top

energy

supplier,

and

general

wartime

disruption

have

magnified

supply

problems

for

key

commodities.

We

believe

elevated

energy

prices

will

continue

to

exacerbate

inflationary

pressure

while

also

constraining

economic

growth.

Combating

inflation

without

stifling

a

recovery,

while

buffering

against

ongoing

supply

and

price

shocks,

will

be

an

especially

challenging

environment

for

setting

effective

monetary

policy.

Despite

the

likelihood

of

more

rate

increases

on

the

horizon,

we

believe

the

Fed

will

ultimately

err

on

the

side

of

protecting

employment,

even

at

the

expense

of

higher

inflation.

In

the

meantime,

however,

we

believe

that

we

are

likely

to

see

a

period

of

slowing

growth

paired

with

relatively

high

inflation.

In

this

environment,

while

we

favor

an

overweight

to

equities

in

the

long-term,

the

market’s

concerns

over

excessive

rate

hikes

from

central

banks

moderate

our

outlook.

Furthermore,

the

energy

shock

and

a

deteriorating

economic

backdrop

in

China

and

Europe

are

likely

to

challenge

corporate

earnings,

so

we

are

underweight

equities

overall

in

the

near-term.

We

take

the

opposite

view

on

credit,

where

higher

spreads

provide

near-term

opportunities,

while

the

likelihood

of

higher

inflation

leads

us

to

take

an

underweight

stance

on

credit

in

the

long-term.

We

believe

that

investment-grade

corporates,

U.K.

gilts,

local-currency

emerging

market

debt,

and

inflation-protected

bonds

(particularly

in

Europe)

offer

strong

opportunities

for

a

six-

to

twelve-month

horizon.

Overall,

our

view

is

that

investors

need

to

think

globally,

extend

their

scope

across

a

broad

array

of

asset

classes,

and

be

nimble

as

market

conditions

change.

We

encourage

you

to

talk

with

your

financial

advisor

and

visit

iShares.com

for

further

insight

about

investing

in

today’s

markets.

Sincerely,

Rob

Kapito

President,

BlackRock,

Inc.

The

Markets

in

Review

Rob

Kapito

President,

BlackRock,

Inc.

Total

Returns

as

of

July

31,

2022

Past

performance

is

not

an

indication

of

future

results.

Index

performance

is

shown

for

illustrative

purposes

only.

You

cannot

invest

directly

in

an

index.

6-Month

12-Month

U.S.

large

cap

equities

(S&P

500

®

Index)

(7.81%)

(4.64%)

U.S.

small

cap

equities

(Russell

2000

®

Index)

(6.42)

(14.29)

International

equities

(MSCI

Europe,

Australasia,

Far

East

Index)

(11.27)

(14.32)

Emerging

market

equities

(MSCI

Emerging

Markets

Index)

(16.24)

(20.09)

3-month

Treasury

bills

(ICE

BofA

3-Month

U.S.

Treasury

Bill

Index)

0.21

0.22

U.S.

Treasury

securities

(ICE

BofA

10-Year

U.S.

Treasury

Index)

(6.38)

(10.00)

U.S.

investment

grade

bonds

(Bloomberg

U.S.

Aggregate

Bond

Index)

(6.14)

(9.12)

Tax-exempt

municipal

bonds

(Bloomberg

Municipal

Bond

Index)

(3.95)

(6.93)

U.S.

high

yield

bonds

(Bloomberg

U.S.

Corporate

High

Yield

2%

Issuer

Capped

Index)

(6.58)

(8.03)

2

This

Page

is

not

Part

of

Your

Fund

Report

Table

of

Contents

Page

3

The

Markets

in

Review

...................................................................................................

2

Annual

Report:

Market

Overview

.......................................................................................................

4

Fund

Summary

........................................................................................................

5

About

Fund

Performance

..................................................................................................

9

Disclosure

of

Expenses

...................................................................................................

9

Schedules

of

Investments

.................................................................................................

10

Financial

Statements:

Statements

of

Assets

and

Liabilities

.........................................................................................

19

Statements

of

Operations

................................................................................................

20

Statements

of

Changes

in

Net

Assets

........................................................................................

21

Financial

Highlights

.....................................................................................................

22

Notes

to

Financial

Statements

...............................................................................................

24

Report

of

Independent

Registered

Public

Accounting

Firm

..............................................................................

31

Important

Tax

Information

(Unaudited)

.................................................................................................

32

Board

Review

and

Approval

of

Investment

Advisory

Contract

...........................................................................

33

Supplemental

Information

.................................................................................................

37

Trustee

and

Officer

Information

..............................................................................................

38

General

Information

.....................................................................................................

40

Glossary

of

Terms

Used

in

this

Report

..........................................................................................

41

Market

Overview

4

2022

iShares

Annual

Report

to

Shareholders

iShares

Trust

Domestic

Market

Overview

U.S.

stocks

declined

for

the

12

months

ended

July

31,

2022

(“reporting

period”),

when

the

Russell

3000

®

Index,

a

broad

measure

of

U.S.

equity

market

performance,

returned

-7.35%.

Equities

advanced

early

in

the

reporting

period

as

strong

household

balance

sheets

and

robust

job

growth

supported

rising

consumer

spending.

Increased

economic

activity

led

to

strong

corporate

earnings

as

companies

reaped

the

benefits

amid

a

recovery

from

the

effects

of

the

coronavirus

pandemic.

However,

significant

challenges

emerged

as

the

reporting

period

continued,

including

high

inflation,

rising

interest

rates,

slower

economic

growth,

and

the

impacts

of

Russia’s

invasion

of

Ukraine.

These

factors

drove

stock

prices

sharply

lower,

erasing

prior

gains

and

leading

to

significantly

negative

performance

for

the

reporting

period

overall.

The

U.S.

economy

grew

briskly

over

the

final

half

of

2021,

powered

primarily

by

consumer

spending.

Record-high

personal

savings

rates

allowed

consumers

to

spend

at

an

elevated

level,

releasing

pent-up

demand

for

goods

and

services.

Growth

subsequently

stalled

in

the

first

half

of

2022,

and

the

economy

contracted

amid

lower

inventories

and

faltering

business

investment.

Despite

the

economic

downturn,

indicators

were

mixed,

showing

evidence

of

a

slowdown

in

some

areas

while

others

remained

positive.

Hiring

continued

to

increase

as

businesses

restored

capacity,

and

unemployment

declined

substantially,

falling

to

3.5%

in

July

2022

—

identical

to

the

pre-pandemic

rate

in

February

2020.

Although

high

inflation

negatively

impacted

consumer

sentiment,

which

declined

significantly,

consumer

spending

continued

to

rise.

The

rapid

increase

in

consumer

spending

drove

a

significant

rise

in

inflation.

Supply

chains

for

many

goods

were

disrupted

by

the

pandemic

and

could

not

quickly

adapt

to

the

rapid

rebound

in

demand.

Oil

prices

also

rose

significantly

as

demand

increased

and

a

lack

of

investment

constrained

the

supply

of

oil.

The

strong

job

market

led

to

higher

wages,

particularly

at

the

lower

end

of

the

market.

These

factors

drove

prices

higher

in

many

areas

of

the

economy.

Rising

inflation

led

to

a

shift

in

policy

from

the

U.S.

Federal

Reserve

(“the

Fed”).

As

the

reporting

period

began,

the

Fed

was

using

accommodative

monetary

policy

to

stimulate

the

economy.

Short-term

interest

rates

were

kept

at

near-zero

levels,

and

the

Fed

used

bond-buying

programs

to

stabilize

debt

markets.

However,

rising

prices

led

the

Fed

to

tighten

monetary

policy

during

the

reporting

period

in

an

attempt

to

prevent

runaway

inflation.

The

Fed

slowed

and

then

ended

its

bond-buying

activities,

finally

reversing

course

as

it

began

to

reduce

its

balance

sheet

in

June

2022.

In

March

2022,

the

Fed

began

to

raise

short-term

interest

rates,

followed

by

three

more

increases

for

a

total

increase

of

225

basis

points,

the

most

rapid

rise

in

decades.

Interest

rates

rose

significantly

in

response,

leading

to

higher

borrowing

costs

for

businesses.

The

effect

of

higher

inflation

and

interest

rates

on

equities

varied

significantly

based

on

equity

class.

Growth

stocks,

which

derive

much

of

their

value

from

expectations

of

future

growth,

declined

significantly

more

than

value

stocks.

Russia’s

invasion

of

Ukraine

in

late

February

2022

led

to

substantial

disruptions

to

the

global

economy

and

increased

uncertainty

in

financial

markets,

exacerbating

inflation

and

impacting

U.S.

businesses

with

operations

in

Russia.

The

invasion

was

met

with

widespread

condemnation,

and

many

countries

imposed

sanctions

on

the

Russian

state,

businesses,

and

individuals.

As

Russia

is

a

top

producer

of

both

oil

and

natural

gas,

global

supply

concerns

led

to

sharp

volatility

in

U.S.

energy

markets.

iShares

®

ESG

MSCI

USA

Min

Vol

Factor

ETF

5

Fund

Summary

Fund

Summary

as

of

July

31,

2022

Investment

Objective

The

iShares

ESG

MSCI

USA

Min

Vol

Factor

ETF

(the

“Fund”)

seeks

to

track

the

investment

results

of

an

index

composed

of

U.S.

large

and

mid

capitalization

equities

that,

in

aggregate,

have

lower

volatility

characteristics,

reduced

carbon

exposure

and

improved

environmental,

social

and

governance

(ESG)

quality

characteristics

relative

to

the

parent

index,

as

represented

by

the

MSCI

USA

Minimum

Volatility

Extended

ESG

Reduced

Carbon

Target

Index

(the

“Index”).

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(SINCE

INCEPTION

AT

NET

ASSET

VALUE)

The

inception

date

of

the

Fund

was

November

2,

2021.

The

first

day

of

secondary

market

trading

was

November

4,

2021.

Past

performance

is

not

an

indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance”

for

more

information.

Expense

Example

Cumulative

Total

Returns

Since

Inception

Fund

NAV

.......................................................................................................

(6.83

)

%

Fund

Market

.....................................................................................................

–

%

(6.84

)

Index

..........................................................................................................

(6.71

)

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

961.20

‌

$

0.88

‌

$

1,000.00

‌

$

1,023.90

‌

$

0.90

‌

0.18

%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

Fund

Summary

as

of

July

31,

2022

(continued)

iShares

®

ESG

MSCI

USA

Min

Vol

Factor

ETF

6

2022

iShares

Annual

Report

to

Shareholders

Portfolio

Management

Commentary

Investor

interest

in

the

environmental,

social,

and

governance

(“ESG”)

attributes

of

companies

was

mixed

during

the

reporting

period.

After

ESG

investments

reached

a

record

level

in

2021,

monthly

net

inflows

to

ESG-focused

investments

turned

negative

in

May

2022

for

the

first

time

in

three

years.

The

impact

of

the

COVID-19

pandemic

on

public

health

served

as

a

motivating

factor

for

many

businesses

to

reexamine

their

ESG

policies.

A

rule

proposed

by

the

Department

of

Labor

in

October

2021

would

expand

the

ability

of

retirement

plan

sponsors

to

offer

ESG

products,

reversing

the

stance

of

the

prior

administration.

In

March

2022,

the

SEC

proposed

a

rule

to

require

climate-

related

disclosures

from

public

companies.

However,

Texas

implemented

a

law

prohibiting

state

investments

in

businesses

with

certain

ESG-related

policies,

and

Florida

proposed

restrictions

on

ESG

considerations

in

state

investments.

In

this

environment,

stocks

with

improved

ESG

and

lower

volatility

characteristics

declined

during

the

reporting

period.

The

information

technology

sector

was

the

largest

detractor

from

the

Index’s

return,

led

by

the

software

industry.

Declining

earnings

and

investors’

concerns

about

the

high

valuations

of

some

technology

stocks

in

an

environment

of

high

inflation

and

increasing

interest

rates

worked

against

the

industry.

The

return

of

some

remote

workers

to

physical

offices

also

negatively

impacted

the

sales

growth

of

software

platforms

designed

to

facilitate

online

collaboration.

The

consumer

discretionary

sector

further

weighed

on

performance

as

growing

inventories

fueled

by

shifting

consumer

demand

led

to

more

markdowns

in

the

multiline

retail

industry

and

pressured

profits.

Stocks

of

streaming

content

providers

in

the

communication

services

sector

also

retreated

amid

stiff

competition.

On

the

upside,

the

consumer

staples

sector

contributed

to

the

Index’s

performance,

propelled

by

strength

in

the

food

products

industry

amid

international

growth

in

sales

of

snack

foods.

The

utilities

sector

also

gained,

driven

in

part

by

the

profitability

of

sustainable

energy

ventures.

In

terms

of

relative

performance,

the

Index

outperformed

the

broader

market,

as

represented

by

the

MSCI

USA

Index,

for

the

reporting

period.

The

Index

seeks

exposure

to

stocks

that

experience

lower

volatility,

which

were

in

high

demand

during

the

reporting

period

as

investors

sought

refuge

from

volatility

induced

by

elevated

inflation,

interest

rate

increases,

and

geopolitical

instability.

Portfolio

Information

SECTOR

ALLOCATION

Sector

Percent

of

Total

Investments

(a)

Information

Technology

............................

23.3‌

%

Health

Care

...................................

18.4‌

Industrials

.....................................

11.7‌

Consumer

Staples

...............................

11.2‌

Utilities

.......................................

8.0‌

Financials

.....................................

7.7‌

Communication

Services

...........................

7.3‌

Consumer

Discretionary

...........................

6.0‌

Real

Estate

....................................

2.8‌

Materials

.....................................

2.6‌

Energy

.......................................

1.0‌

a

a

(a)

Excludes

money

market

funds.

TEN

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

Automatic

Data

Processing,

Inc.

......................

1.7‌

%

NextEra

Energy,

Inc.

.............................

1.6‌

Microsoft

Corp.

.................................

1.6‌

Vertex

Pharmaceuticals,

Inc.

........................

1.6‌

Cisco

Systems,

Inc.

..............................

1.6‌

PepsiCo,

Inc.

..................................

1.6‌

Marsh

&

McLennan

Companies,

Inc.

...................

1.5‌

Motorola

Solutions,

Inc.

...........................

1.5‌

Texas

Instruments,

Inc.

............................

1.5‌

Consolidated

Edison,

Inc.

..........................

1.5‌

aaa

aa

iShares

®

MSCI

USA

Min

Vol

Factor

ETF

7

Fund

Summary

Fund

Summary

as

of

July

31,

2022

Investment

Objective

The

iShares

MSCI

USA

Min

Vol

Factor

ETF

(the

“Fund”)

seeks

to

track

the

investment

results

of

an

index

composed

of

U.S.

equities

that,

in

the

aggregate,

have

lower

volatility

characteristics

relative

to

the

broader

U.S.

equity

market,

as

represented

by

the

MSCI

USA

Minimum

Volatility

(USD)

Index

(the

“Index”).

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(AT

NET

ASSET

VALUE)

Past

performance

is

not

an

indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance”

for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

5

Years

10

Years

1

Year

5

Years

10

Years

Fund

NAV

.................................

(1.85

)

%

10.11

%

11.81

%

(1.85

)

%

61.89

%

205.46

%

Fund

Market

...............................

(1.84

)

10.12

11.82

–

%

(1.84

)

61.91

205.51

Index

....................................

(1.69

)

10.29

12.00

(1.69

)

63.20

210.61

‌

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

975.80

‌

$

0.73

‌

$

1,000.00

‌

$

1,024.05

‌

$

0.75

‌

0.15

%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

Fund

Summary

as

of

July

31,

2022

(continued)

iShares

®

MSCI

USA

Min

Vol

Factor

ETF

8

2022

iShares

Annual

Report

to

Shareholders

Portfolio

Management

Commentary

Stocks

of

companies

with

lower

volatility

characteristics

declined

for

the

reporting

period.

The

communication

services

sector

detracted

the

most

from

the

Index’s

performance,

particularly

the

entertainment

industry.

Stocks

of

streaming

content

providers

retreated

amid

stiff

competition

as

more

entrants

into

the

streaming

market

weighed

on

revenue

growth.

Customers

in

search

of

deals

and

new

content

moved

frequently

between

streaming

providers,

creating

significant

customer

turnover.

Furthermore,

streaming

media

providers

incurred

high

costs

from

creating

original

programming

in

an

attempt

to

acquire

new

customers

and

retain

existing

ones.

The

media

industry

also

declined

as

slowing

revenue

and

customer

growth

worked

against

broadband

providers,

and

rising

interest

rates

pressured

highly

indebted

companies.

The

information

technology

sector

also

weighed

on

the

Index’s

return

as

the

software

industry

faced

significant

headwinds.

The

return

of

some

remote

workers

to

physical

offices

negatively

impacted

the

sales

growth

of

software

platforms

designed

to

facilitate

online

collaboration.

Higher

interest

rates

and

a

slowing

economy

also

prompted

investors

to

question

the

trajectory

of

high-valuation

growth

stocks

in

the

industry.

On

the

upside,

the

utilities

sector

contributed

to

the

Index’s

return

as

investors

sought

out

stocks

of

companies

with

steadier

earnings

as

the

economic

outlook

weakened.

The

multi-utilities

industry

gained,

benefiting

from

the

profitability

of

sustainable

energy

ventures.

The

consumer

staples

sector

was

another

source

of

strength

as

the

food

products

industry

experienced

continued

revenue

and

earnings

growth

and

implemented

price

increases

that

more

than

offset

rising

labor

and

materials

costs.

Healthcare

sector

stocks

also

advanced,

driven

by

strong

sales

of

Alzheimer’s

and

diabetes

drugs,

which

supported

revenue

and

earnings

growth

in

the

pharmaceuticals

industry.

In

terms

of

relative

performance,

the

Index

significantly

outperformed

the

broader

market,

as

represented

by

the

MSCI

USA

Index,

for

the

reporting

period.

The

Index

seeks

exposure

to

stocks

that

experience

lower

volatility,

which

were

in

high

demand

later

in

the

reporting

period

as

investors

sought

refuge

from

volatility

induced

by

elevated

inflation,

interest

rate

increases,

and

geopolitical

instability.

Looking

at

sectors,

overweight

positions

in

the

utilities,

consumer

staples,

and

healthcare

sectors

benefited

the

Index’s

relative

performance,

as

did

an

underweight

position

in

the

consumer

discretionary

sector.

Conversely,

an

underweight

position

in

the

energy

sector

detracted

from

the

Index’s

return

compared

to

the

broader

market.

Portfolio

Information

SECTOR

ALLOCATION

Sector

Percent

of

Total

Investments

(a)

Information

Technology

............................

23.1‌

%

Health

Care

...................................

18.8‌

Consumer

Staples

...............................

11.4‌

Industrials

.....................................

9.7‌

Communication

Services

...........................

8.7‌

Utilities

.......................................

7.8‌

Financials

.....................................

7.7‌

Consumer

Discretionary

...........................

6.6‌

Materials

.....................................

2.9‌

Real

Estate

....................................

2.8‌

Energy

.......................................

0.5‌

a

a

(a)

Excludes

money

market

funds.

TEN

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

T-Mobile

U.S.,

Inc.

...............................

1.6‌

%

Vertex

Pharmaceuticals,

Inc.

........................

1.6‌

Cisco

Systems,

Inc.

..............................

1.6‌

Waste

Management,

Inc.

...........................

1.5‌

Republic

Services,

Inc.

............................

1.5‌

Texas

Instruments,

Inc.

............................

1.5‌

Paychex,

Inc.

..................................

1.5‌

Johnson

&

Johnson

..............................

1.4‌

PepsiCo,

Inc.

..................................

1.4‌

Waste

Connections,

Inc.

...........................

1.4‌

aaa

aa

About

Fund

Performance

9

About

Fund

Performance/Disclosure

of

Expenses

Past

performance

is

not

an

indication

of

future

results.

Financial

markets

have

experienced

extreme

volatility

and

trading

in

many

instruments

has

been

disrupted.

These

circumstances

may

continue

for

an

extended

period

of

time

and

may

continue

to

affect

adversely

the

value

and

liquidity

of each

Fund's

investments.

As

a

result,

current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Performance

data

current

to

the

most

recent

month-end

is

available

at

iShares.com

.

Performance

results

assume

reinvestment

of

all

dividends

and

capital

gain

distributions

and

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

The

investment

return

and

principal

value

of

shares

will

vary

with

changes

in

market

conditions.

Shares

may

be

worth

more

or

less

than

their

original

cost

when

they

are

redeemed

or

sold

in

the

market.

Performance

for

certain

funds

may

reflect

a

waiver

of

a

portion

of

investment

advisory

fees.

Without

such

a

waiver,

performance

would

have

been

lower.

Net

asset

value

or

“NAV”

is

the

value

of

one

share

of

a

fund

as

calculated

in

accordance

with

the

standard

formula

for

valuing

mutual

fund

shares.

Beginning

August

10,

2020,

the

price

used

to

calculate

market

return

(“Market

Price”)

is

the

closing

price.

Prior

to

August

10,

2020,

Market

Price

was

determined

using

the

midpoint

between

the

highest

bid

and

the

lowest

ask

on

the

primary

stock

exchange

on

which

shares

of

a

fund

are

listed

for

trading,

as

of

the

time

that

such

fund’s

NAV

is

calculated.

Since

shares

of

a

fund

may

not

trade

in

the

secondary

market

until

after

the

fund’s

inception,

for

the

period

from

inception

to

the

first

day

of

secondary

market

trading

in

shares

of

the

fund,

the

NAV

of

the

fund

is

used

as

a

proxy

for

the

Market

Price

to

calculate

market

returns.

Market

and

NAV

returns

assume

that

dividends

and

capital

gain

distributions

have

been

reinvested

at

Market

Price

and

NAV,

respectively.

An

index

is

a

statistical

composite

that

tracks

a

specified

financial

market

or

sector.

Unlike

a

fund,

an

index

does

not

actually

hold

a

portfolio

of

securities

and

therefore

does

not

incur

the

expenses

incurred

by

a

fund.

These

expenses

negatively

impact

fund

performance.

Also,

market

returns

do

not

include

brokerage

commissions

that

may

be

payable

on

secondary

market

transactions.

If

brokerage

commissions

were

included,

market

returns

would

be

lower.

Disclosure

of

Expenses

Shareholders

of

each

Fund

may

incur

the

following

charges:

(1)

transactional

expenses,

including

brokerage

commissions

on

purchases

and

sales

of

fund

shares

and

(2)

ongoing

expenses,

including

management

fees

and

other

fund

expenses.

The

expense

examples

shown

(which

are

based

on

a

hypothetical

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

through

the

end

of

the

period)

are

intended

to

assist

shareholders

both

in

calculating

expenses

based

on

an

investment

in

each

Fund

and

in

comparing

these

expenses

with

similar

costs

of

investing

in

other

funds.

The

expense

examples

provide

information

about

actual

account

values

and

actual

expenses.

Annualized

expense

ratios

reflect

contractual

and

voluntary

fee

waivers,

if

any.

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

under

the

heading

entitled

“Expenses

Paid

During

the Period.”

The

expense

examples

also

provide

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

a

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

Funds

and

other

funds,

compare

the

5%

hypothetical

examples

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

The

expenses

shown

in

the

expense

examples

are

intended

to

highlight

shareholders’

ongoing

costs

only

and

do

not

reflect

any

transactional

expenses,

such

as

brokerage

commissions

and

other

fees

paid

on

purchases

and

sales

of

fund

shares.

Therefore,

the

hypothetical

examples

are

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.

Schedule

of

Investments

July

31,

2022

iShares

®

ESG

MSCI

USA

Min

Vol

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

10

2022

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Common

Stocks

Aerospace

&

Defense

 — 0.2%

L3Harris

Technologies,

Inc.

...................

36

$

8,639

a

Air

Freight

&

Logistics

 — 2.1%

CH

Robinson

Worldwide,

Inc.

.................

316

34,981

Expeditors

International

of

Washington,

Inc.

........

429

45,581

United

Parcel

Service,

Inc.,

Class

B

.............

95

18,515

99,077

a

Beverages

 — 2.4%

Coca-Cola

Co.

(The)

.......................

436

27,978

Keurig

Dr

Pepper,

Inc.

......................

279

10,808

PepsiCo,

Inc.

............................

411

71,909

110,695

a

Biotechnology

 — 6.4%

Amgen,

Inc.

.............................

253

62,610

BioMarin

Pharmaceutical,

Inc.

(a)

................

114

9,810

Gilead

Sciences,

Inc.

.......................

1,047

62,558

Horizon

Therapeutics

PLC

(a)

..................

51

4,231

Incyte

Corp.

(a)

............................

204

15,847

Regeneron

Pharmaceuticals,

Inc.

(a)

..............

90

52,352

Seagen,

Inc.

(a)

............................

98

17,638

Vertex

Pharmaceuticals,

Inc.

(a)

.................

259

72,626

297,672

a

Building

Products

 — 1.7%

Carrier

Global

Corp.

........................

224

9,079

Johnson

Controls

International

PLC

.............

959

51,699

Lennox

International,

Inc.

....................

13

3,114

Trane

Technologies

PLC

.....................

101

14,846

78,738

a

Capital

Markets

 — 3.3%

Cboe

Global

Markets,

Inc.

....................

255

31,462

CME

Group,

Inc.

..........................

105

20,945

Intercontinental

Exchange,

Inc.

................

273

27,843

MarketAxess

Holdings,

Inc.

...................

14

3,791

Moody's

Corp.

............................

32

9,928

S&P

Global,

Inc.

..........................

150

56,540

T

Rowe

Price

Group,

Inc.

....................

19

2,346

152,855

a

Chemicals

 — 0.3%

Ecolab,

Inc.

.............................

61

10,075

Linde

PLC

..............................

13

3,926

14,001

a

Commercial

Services

&

Supplies

 — 1.7%

Republic

Services,

Inc.

......................

46

6,378

Rollins,

Inc.

..............................

71

2,739

Waste

Connections,

Inc.

.....................

40

5,335

Waste

Management,

Inc.

.....................

402

66,153

80,605

a

Communications

Equipment

 — 3.1%

Cisco

Systems,

Inc.

........................

1,587

72,002

Motorola

Solutions,

Inc.

.....................

299

71,339

143,341

a

Containers

&

Packaging

 — 1.3%

Amcor

PLC

..............................

3,836

49,676

Ball

Corp.

...............................

164

12,041

61,717

a

Security

Shares

Value

a

Distributors

 — 0.4%

Pool

Corp.

..............................

45

$

16,097

a

Diversified

Financial

Services

 — 0.4%

Berkshire

Hathaway,

Inc.,

Class

B

(a)

.............

62

18,637

a

Diversified

Telecommunication

Services

 — 1.8%

AT&T,

Inc.

...............................

980

18,405

Liberty

Global

PLC,

Class

C,

NVS

(a)

.............

138

3,159

Verizon

Communications,

Inc.

.................

1,349

62,310

83,874

a

Electric

Utilities

 — 3.6%

Eversource

Energy

........................

740

65,283

Exelon

Corp.

.............................

537

24,965

NextEra

Energy,

Inc.

.......................

878

74,182

164,430

a

Electronic

Equipment,

Instruments

&

Components

 — 1.5%

Amphenol

Corp.,

Class

A

....................

224

17,277

Keysight

Technologies,

Inc.

(a)

..................

301

48,943

Zebra

Technologies

Corp.,

Class

A

(a)

.............

11

3,934

70,154

a

Entertainment

 — 3.0%

Activision

Blizzard,

Inc.

......................

435

34,778

Electronic

Arts,

Inc.

........................

436

57,217

Take-Two

Interactive

Software,

Inc.

(a)

.............

189

25,086

Walt

Disney

Co.

(The)

(a)

.....................

192

20,371

137,452

a

Equity

Real

Estate

Investment

Trusts

(REITs)

 — 2.8%

American

Tower

Corp.

......................

128

34,666

Equinix,

Inc.

.............................

56

39,410

Prologis,

Inc.

.............................

123

16,305

SBA

Communications

Corp.

..................

113

37,944

128,325

a

Food

&

Staples

Retailing

 — 1.0%

Kroger

Co.

(The)

..........................

1,036

48,112

a

Food

Products

 — 3.5%

Campbell

Soup

Co.

........................

290

14,311

General

Mills,

Inc.

.........................

385

28,794

Hormel

Foods

Corp.

........................

714

35,229

JM

Smucker

Co.

(The)

......................

61

8,072

Kellogg

Co.

..............................

611

45,165

McCormick

&

Co.,

Inc.,

NVS

..................

335

29,262

160,833

a

Health

Care

Equipment

&

Supplies

 — 1.4%

Abbott

Laboratories

........................

21

2,286

Baxter

International,

Inc.

.....................

92

5,397

Becton

Dickinson

and

Co.

....................

55

13,437

Edwards

Lifesciences

Corp.

(a)

.................

64

6,434

Hologic,

Inc.

(a)

............................

361

25,768

ResMed,

Inc.

............................

52

12,507

65,829

a

Health

Care

Providers

&

Services

 — 1.5%

AmerisourceBergen

Corp.

....................

59

8,610

Cardinal

Health,

Inc.

........................

259

15,426

Elevance

Health,

Inc.

.......................

13

6,202

Humana,

Inc.

............................

10

4,820

Quest

Diagnostics,

Inc.

......................

143

19,530

UnitedHealth

Group,

Inc.

.....................

27

14,643

69,231

a

iShares

®

ESG

MSCI

USA

Min

Vol

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2022

(Percentages

shown

are

based

on

Net

Assets)

11

Schedule

of

Investments

Security

Shares

Value

a

Hotels,

Restaurants

&

Leisure

 — 0.4%

Domino's

Pizza,

Inc.

........................

50

$

19,606

a

Household

Products

 — 4.3%

Church

&

Dwight

Co.,

Inc.

....................

78

6,861

Clorox

Co.

(The)

..........................

239

33,900

Colgate-Palmolive

Co.

......................

834

65,669

Kimberly-Clark

Corp.

.......................

225

29,653

Procter

&

Gamble

Co.

(The)

..................

467

64,871

200,954

a

Industrial

Conglomerates

 — 1.9%

3M

Co.

.................................

396

56,723

Honeywell

International,

Inc.

..................

167

32,141

88,864

a

Insurance

 — 3.5%

Aon

PLC,

Class

A

.........................

9

2,619

Arthur

J

Gallagher

&

Co.

.....................

175

31,323

Erie

Indemnity

Co.,

Class

A,

NVS

...............

13

2,644

Marsh

&

McLennan

Companies,

Inc.

.............

436

71,487

Progressive

Corp.

(The)

.....................

227

26,119

Travelers

Companies,

Inc.

(The)

................

130

20,631

Willis

Towers

Watson

PLC

....................

30

6,208

161,031

a

Interactive

Media

&

Services

 — 0.8%

Alphabet,

Inc.,

Class

C,

NVS

(a)

.................

307

35,809

a

Internet

&

Direct

Marketing

Retail

 — 0.5%

Amazon.com,

Inc.

(a)

........................

176

23,751

a

IT

Services

 — 8.5%

Accenture

PLC,

Class

A

.....................

208

63,702

Akamai

Technologies,

Inc.

(a)(b)

..................

183

17,608

Automatic

Data

Processing,

Inc.

................

320

77,158

Broadridge

Financial

Solutions,

Inc.

.............

76

12,202

Cognizant

Technology

Solutions

Corp.,

Class

A

......

214

14,544

Fiserv,

Inc.

(a)

.............................

86

9,089

International

Business

Machines

Corp.

...........

288

37,668

Jack

Henry

&

Associates,

Inc.

.................

177

36,775

Mastercard,

Inc.,

Class

A

.....................

103

36,440

Paychex,

Inc.

............................

125

16,035

VeriSign,

Inc.

(a)

...........................

100

18,916

Visa,

Inc.,

Class

A

.........................

200

42,422

Western

Union

Co.

(The)

....................

749

12,748

395,307

a

Leisure

Products

 — 0.4%

Hasbro,

Inc.

.............................

212

16,689

a

Life

Sciences

Tools

&

Services

 — 2.8%

Agilent

Technologies,

Inc.

....................

233

31,245

Danaher

Corp.

...........................

26

7,578

Mettler-Toledo

International,

Inc.

(a)

..............

9

12,148

Thermo

Fisher

Scientific,

Inc.

..................

16

9,575

Waters

Corp.

(a)

...........................

33

12,013

West

Pharmaceutical

Services,

Inc.

.............

165

56,687

129,246

a

Machinery

 — 1.0%

Otis

Worldwide

Corp.

.......................

112

8,755

Xylem,

Inc.

..............................

432

39,757

48,512

a

Media

 — 0.5%

Charter

Communications,

Inc.,

Class

A

(a)

..........

7

3,025

Comcast

Corp.,

Class

A

.....................

112

4,202

Security

Shares

Value

a

Media

(continued)

Liberty

Broadband

Corp.,

Class

C,

NVS

(a)

.........

124

$

13,507

Sirius

XM

Holdings,

Inc.

(b)

....................

544

3,634

24,368

a

Metals

&

Mining

 — 1.0%

Newmont

Corp.

...........................

1,001

45,325

a

Mortgage

Real

Estate

Investment

 — 0.5%

Annaly

Capital

Management,

Inc.

...............

3,427

23,578

a

Multiline

Retail

 — 2.0%

Dollar

General

Corp.

.......................

187

46,456

Target

Corp.

.............................

287

46,890

93,346

a

Multi-Utilities

 — 3.4%

Consolidated

Edison,

Inc.

....................

698

69,290

Public

Service

Enterprise

Group,

Inc.

............

976

64,094

Sempra

Energy

...........................

157

26,031

159,415

a

Oil,

Gas

&

Consumable

Fuels

 — 1.0%

Cheniere

Energy,

Inc.

.......................

257

38,442

Hess

Corp.

..............................

82

9,223

47,665

a

Pharmaceuticals

 — 6.2%

Bristol-Myers

Squibb

Co.

.....................

642

47,367

Eli

Lilly

&

Co.

............................

139

45,827

Johnson

&

Johnson

........................

380

66,318

Merck

&

Co.,

Inc.

..........................

719

64,235

Pfizer,

Inc.

..............................

118

5,960

Zoetis,

Inc.

..............................

319

58,233

287,940

a

Professional

Services

 — 0.6%

Booz

Allen

Hamilton

Holding

Corp.

..............

124

11,901

Leidos

Holdings,

Inc.

.......................

39

4,173

Verisk

Analytics,

Inc.

........................

67

12,747

28,821

a

Road

&

Rail

 — 0.9%

AMERCO

...............................

13

6,982

Old

Dominion

Freight

Line,

Inc.

................

108

32,779

39,761

a

Semiconductors

&

Semiconductor

Equipment

 — 1.7%

Intel

Corp.

..............................

179

6,499

Texas

Instruments,

Inc.

......................

395

70,662

77,161

a

Software

 — 7.9%

Adobe,

Inc.

(a)

.............................

115

47,164

Autodesk,

Inc.

(a)

...........................

41

8,869

Black

Knight,

Inc.

(a)

.........................

119

7,816

Cadence

Design

Systems,

Inc.

(a)

...............

205

38,146

Citrix

Systems,

Inc.

........................

298

30,220

Intuit,

Inc.

...............................

16

7,299

Microsoft

Corp.

...........................

261

73,273

NortonLifeLock,

Inc.

........................

1,476

36,206

Oracle

Corp.

.............................

601

46,782

Roper

Technologies,

Inc.

.....................

32

13,973

Salesforce,

Inc.

(a)

..........................

127

23,371

ServiceNow,

Inc.

(a)

.........................

51

22,780

VMware,

Inc.,

Class

A

.......................

77

8,947

364,846

a

Schedule

of

Investments

(continued)

July

31,

2022

iShares

®

ESG

MSCI

USA

Min

Vol

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

12

2022

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Specialty

Retail

 — 2.4%

Best

Buy

Co.,

Inc.

.........................

44

$

3,388

Home

Depot,

Inc.

(The)

.....................

190

57,179

Lowe's

Companies,

Inc.

.....................

189

36,199

O'Reilly

Automotive,

Inc.

(a)

....................

5

3,518

Tractor

Supply

Co.

.........................

51

9,765

110,049

a

Technology

Hardware,

Storage

&

Peripherals

 — 0.6%

Apple,

Inc.

..............................

127

20,639

Dell

Technologies,

Inc.,

Class

C

................

169

7,615

28,254

a

Trading

Companies

&

Distributors

 — 1.4%

Fastenal

Co.

.............................

53

2,722

WW

Grainger,

Inc.

.........................

117

63,593

66,315

a

Water

Utilities

 — 1.0%

American

Water

Works

Co.,

Inc.

................

285

44,300

a

Wireless

Telecommunication

Services

 — 1.2%

T-Mobile

U.S.,

Inc.

(a)

........................

387

55,364

a

Total

Long-Term

Investments — 99.8%

(Cost:

$4,917,261)

..................................

4,626,591

Security

Shares

Value

a

Short-Term

Securities

Money

Market

Funds

 — 

0.5%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares,

1.96%

(c)(d)(e)

............................

21,112

$

21,112

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

1.84%

(c)(d)

.............................

4,545

4,545

a

Total

Short-Term

Securities — 0.5%

(Cost:

$25,653)

....................................

25,657

Total

Investments

—

100.3%

(Cost:

$4,942,914)

..................................

4,652,248

Liabilities

in

Excess

of

Other

Assets

—

(0.3)%

...............

(16,162)

Net

Assets

—

100.0%

.................................

$

4,636,086

(a)

Non-income

producing

security.

(b)

All

or

a

portion

of

this

security

is

on

loan.

(c)

Affiliate

of

the

Fund.

(d)

Annualized

7-day

yield

as

of

period

end.

(e)

All

or

a

portion

of

this

security

was

purchased

with

the

cash

collateral

from

loaned

securities.

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the

period

ended

July

31,

2022

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

11/02/21

(a)

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/22

  Shares

Held

at

07/31/22

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

..

$

—

$

21,097

(b)

$

—

$

11

$

4

$

21,112

21,112

$

65

(c)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

........

—

4,545

(b)

—

—

—

4,545

4,545

205

—

$

11

$

4

$

25,657

$

270

$

—

(a)

Commencement

of

operations.

(b)

Represents

net

amount

purchased

(sold).

(c)

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.

iShares

®

ESG

MSCI

USA

Min

Vol

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2022

13

Schedule

of

Investments

Fair

Value

Hierarchy

as

of

Period

End 

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

For

a

description

of

the

input

levels

and

information

about

the

Fund's

policy

regarding

valuation

of

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

The

following

table

summarizes

the

Fund’s

financial

instruments

categorized

in

the

fair

value

hierarchy.

The

breakdown

of

the

Fund’s

financial

instruments

into

major

categories

is

disclosed

in

the

Schedule

of

Investments

above.

See

notes

to

financial

statements.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Common

Stocks

.............................................

$

4,626,591

$

—

$

—

$

4,626,591

Short-Term

Securities

Money

Market

Funds

..........................................

25,657

—

—

25,657

$

4,652,248

$

—

$

—

$

4,652,248

Schedule

of

Investments

July

31,

2022

iShares

®

MSCI

USA

Min

Vol

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

14

2022

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Common

Stocks

Aerospace

&

Defense

 — 0.3%

Lockheed

Martin

Corp.

......................

115,981

$

47,994,098

Northrop

Grumman

Corp.

....................

71,258

34,125,456

82,119,554

a

Air

Freight

&

Logistics

 — 2.0%

CH

Robinson

Worldwide,

Inc.

(a)

................

1,871,588

207,184,792

Expeditors

International

of

Washington,

Inc.

........

2,640,547

280,558,119

United

Parcel

Service,

Inc.,

Class

B

.............

438,331

85,426,328

573,169,239

a

Beverages

 — 2.3%

Keurig

Dr

Pepper,

Inc.

......................

6,385,301

247,366,561

PepsiCo,

Inc.

............................

2,310,911

404,316,988

651,683,549

a

Biotechnology

 — 6.6%

AbbVie,

Inc.

.............................

518,093

74,351,526

Amgen,

Inc.

.............................

574,725

142,227,196

BioMarin

Pharmaceutical,

Inc.

(a)(b)

...............

1,211,633

104,261,020

Gilead

Sciences,

Inc.

.......................

5,944,048

355,156,868

Horizon

Therapeutics

PLC

(b)

..................

1,948,547

161,670,945

Incyte

Corp.

(b)

............................

1,630,249

126,637,742

Neurocrine

Biosciences,

Inc.

(b)

.................

575,137

54,137,646

Regeneron

Pharmaceuticals,

Inc.

(b)

..............

482,486

280,657,281

Seagen,

Inc.

(b)

............................

867,250

156,087,655

Vertex

Pharmaceuticals,

Inc.

(a)(b)

................

1,593,476

446,826,605

1,902,014,484

a

Capital

Markets

 — 1.9%

Cboe

Global

Markets,

Inc.

....................

1,156,088

142,638,137

CME

Group,

Inc.

..........................

709,485

141,528,068

Intercontinental

Exchange,

Inc.

(a)

...............

1,561,827

159,290,736

MarketAxess

Holdings,

Inc.

...................

111,725

30,252,896

Tradeweb

Markets,

Inc.,

Class

A

(a)

..............

885,377

62,436,786

536,146,623

a

Chemicals

 — 1.1%

Air

Products

and

Chemicals,

Inc.

...............

318,922

79,166,008

Corteva,

Inc.

.............................

2,187,113

125,868,353

Linde

PLC

(a)

.............................

73,501

22,197,302

Sherwin-Williams

Co.

(The)

...................

333,033

80,574,004

307,805,667

a

Commercial

Services

&

Supplies

 — 4.8%

Republic

Services,

Inc.

(a)

.....................

3,158,189

437,914,487

Rollins,

Inc.

(a)

............................

2,485,172

95,853,084

Waste

Connections,

Inc.

(a)

....................

3,029,664

404,066,288

Waste

Management,

Inc.

.....................

2,664,559

438,479,829

1,376,313,688

a

Communications

Equipment

 — 3.0%

Arista

Networks,

Inc.

(b)

......................

440,151

51,334,811

Cisco

Systems,

Inc.

........................

9,757,075

442,678,493

Juniper

Networks,

Inc.

......................

1,090,558

30,568,341

Motorola

Solutions,

Inc.

.....................

1,364,283

325,504,281

850,085,926

a

Containers

&

Packaging

 — 0.8%

Amcor

PLC

..............................

11,670,134

151,128,235

Ball

Corp.

(a)

..............................

292,346

21,464,043

International

Paper

Co.

......................

713,521

30,517,293

Packaging

Corp.

of

America

..................

284,435

39,994,406

243,103,977

a

Security

Shares

Value

a

Diversified

Financial

Services

 — 1.4%

Berkshire

Hathaway,

Inc.,

Class

B

(b)

.............

1,338,451

$

402,338,371

a

Diversified

Telecommunication

Services

 — 1.9%

AT&T,

Inc.

...............................

7,339,263

137,831,359

Liberty

Global

PLC,

Class

C,

NVS

(a)(b)

............

708,619

16,220,289

Verizon

Communications,

Inc.

.................

8,290,666

382,945,863

536,997,511

a

Electric

Utilities

 — 4.8%

Alliant

Energy

Corp.

........................

538,669

32,821,102

American

Electric

Power

Co.,

Inc.

...............

1,368,662

134,895,327

Duke

Energy

Corp.

........................

3,147,360

345,989,285

Evergy,

Inc.

..............................

313,514

21,400,466

Eversource

Energy

........................

811,932

71,628,641

NextEra

Energy,

Inc.

.......................

1,595,698

134,820,524

Southern

Co.

(The)

........................

4,413,726

339,371,392

Xcel

Energy,

Inc.

..........................

4,022,503

294,366,769

1,375,293,506

a

Electronic

Equipment,

Instruments

&

Components

 — 2.2%

Amphenol

Corp.,

Class

A

....................

2,872,883

221,585,466

Arrow

Electronics,

Inc.

(b)

.....................

628,737

80,585,221

Keysight

Technologies,

Inc.

(b)

..................

1,671,404

271,770,290

Zebra

Technologies

Corp.,

Class

A

(b)

.............

143,226

51,230,508

625,171,485

a

Entertainment

 — 2.3%

Activision

Blizzard,

Inc.

......................

3,413,922

272,943,064

Electronic

Arts,

Inc.

........................

1,809,848

237,506,353

Take-Two

Interactive

Software,

Inc.

(b)

.............

1,113,094

147,740,966

Walt

Disney

Co.

(The)

(b)

.....................

134,229

14,241,697

672,432,080

a

Equity

Real

Estate

Investment

Trusts

(REITs)

 — 2.8%

American

Tower

Corp.

......................

325,397

88,127,270

Crown

Castle,

Inc.

.........................

991,534

179,130,532

Equinix,

Inc.

.............................

37,866

26,647,819

Extra

Space

Storage,

Inc.

....................

249,126

47,214,360

Public

Storage

............................

1,048,569

342,263,407

SBA

Communications

Corp.

..................

344,180

115,572,202

798,955,590

a

Food

&

Staples

Retailing

 — 2.3%

Kroger

Co.

(The)

..........................

5,904,609

274,210,042

Walmart,

Inc.

.............................

2,846,623

375,896,567

650,106,609

a

Food

Products

 — 4.1%

Campbell

Soup

Co.

(a)

.......................

1,055,326

52,080,338

General

Mills,

Inc.

(a)

........................

1,736,017

129,836,711

Hershey

Co.

(The)

.........................

1,488,073

339,221,121

Hormel

Foods

Corp.

(a)

.......................

4,236,499

209,028,861

JM

Smucker

Co.

(The)

......................

578,468

76,542,886

Kellogg

Co.

..............................

1,894,230

140,021,482

McCormick

&

Co.,

Inc.,

NVS

..................

917,715

80,162,405

Mondelez

International,

Inc.,

Class

A

.............

2,341,593

149,955,616

1,176,849,420

a

Health

Care

Equipment

&

Supplies

 — 2.1%

Abbott

Laboratories

........................

1,009,213

109,842,743

Baxter

International,

Inc.

.....................

1,896,785

111,265,408

Becton

Dickinson

and

Co.

(a)

...................

860,846

210,313,286

Cooper

Companies,

Inc.

(The)

(a)

................

187,137

61,193,799

Hologic,

Inc.

(b)

............................

858,531

61,281,943

iShares

®

MSCI

USA

Min

Vol

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2022

(Percentages

shown

are

based

on

Net

Assets)

15

Schedule

of

Investments

Security

Shares

Value

a

Health

Care

Equipment

&

Supplies

(continued)

Medtronic

PLC

...........................

533,597

$

49,368,395

603,265,574

a

Health

Care

Providers

&

Services

 — 1.9%

AmerisourceBergen

Corp.

....................

312,290

45,572,480

Humana,

Inc.

............................

67,221

32,400,522

Laboratory

Corp.

of

America

Holdings

(a)

...........

349,799

91,713,800

Quest

Diagnostics,

Inc.

......................

631,322

86,219,645

UnitedHealth

Group,

Inc.

.....................

551,032

298,846,695

554,753,142

a

Hotels,

Restaurants

&

Leisure

 — 1.7%

Domino's

Pizza,

Inc.

........................

324,948

127,415,360

McDonald's

Corp.

.........................

1,417,634

373,362,267

500,777,627

a

Household

Durables

 — 0.2%

Garmin

Ltd.

..............................

665,632

64,978,996

a

Household

Products

 — 2.7%

Church

&

Dwight

Co.,

Inc.

....................

1,208,865

106,343,854

Clorox

Co.

(The)

..........................

1,130,041

160,285,015

Colgate-Palmolive

Co.

......................

1,235,766

97,304,215

Kimberly-Clark

Corp.

.......................

612,569

80,730,469

Procter

&

Gamble

Co.

(The)

(a)

.................

2,429,282

337,451,563

782,115,116

a

Industrial

Conglomerates

 — 0.5%

3M

Co.

.................................

536,599

76,862,441

Honeywell

International,

Inc.

..................

365,785

70,398,981

147,261,422

a

Insurance

 — 4.1%

Aon

PLC,

Class

A

.........................

408,064

118,762,947

Arthur

J

Gallagher

&

Co.

(a)

....................

1,468,107

262,776,472

Assurant,

Inc.

............................

437,593

76,920,097

Erie

Indemnity

Co.,

Class

A,

NVS

(a)

..............

360,027

73,215,091

Marsh

&

McLennan

Companies,

Inc.

.............

1,702,466

279,136,325

Progressive

Corp.

(The)

.....................

2,351,467

270,559,793

Travelers

Companies,

Inc.

(The)

................

97,267

15,436,273

Willis

Towers

Watson

PLC

(a)

...................

360,383

74,577,658

1,171,384,656

a

Interactive

Media

&

Services

 — 1.1%

Alphabet,

Inc.,

Class

C,

NVS

(b)

.................

2,789,580

325,376,611

a

Internet

&

Direct

Marketing

Retail

 — 0.3%

Amazon.com,

Inc.

(a)(b)

.......................

641,440

86,562,328

eBay,

Inc.

...............................

310,004

15,075,495

101,637,823

a

IT

Services

 — 9.1%

Accenture

PLC,

Class

A

(a)

....................

1,228,653

376,287,268

Akamai

Technologies,

Inc.

(a)(b)

..................

1,533,383

147,542,112

Automatic

Data

Processing,

Inc.

................

894,711

215,732,716

Broadridge

Financial

Solutions,

Inc.

(a)

............

827,262

132,816,914

Cognizant

Technology

Solutions

Corp.,

Class

A

......

1,662,869

113,008,577

Fidelity

National

Information

Services,

Inc.

.........

455,719

46,556,253

Fiserv,

Inc.

(a)(b)

............................

1,181,991

124,912,809

International

Business

Machines

Corp.

...........

945,330

123,639,711

Jack

Henry

&

Associates,

Inc.

.................

1,051,772

218,526,668

Mastercard,

Inc.,

Class

A

(a)

...................

512,335

181,259,000

Paychex,

Inc.

............................

3,307,657

424,306,240

VeriSign,

Inc.

(b)

...........................

1,108,748

209,730,772

Visa,

Inc.,

Class

A

(a)

........................

971,965

206,163,496

Security

Shares

Value

a

IT

Services

(continued)

Western

Union

Co.

(The)

....................

5,778,303

$

98,346,717

2,618,829,253

a

Life

Sciences

Tools

&

Services

 — 1.7%

Danaher

Corp.

...........................

1,241,363

361,820,073

Thermo

Fisher

Scientific,

Inc.

..................

134,461

80,462,807

West

Pharmaceutical

Services,

Inc.

(a)

............

133,630

45,909,923

488,192,803

a

Machinery

 — 0.2%

Illinois

Tool

Works,

Inc.

(a)

.....................

138,208

28,714,094

Otis

Worldwide

Corp.

.......................

225,366

17,616,860

46,330,954

a

Media

 — 1.7%

Charter

Communications,

Inc.,

Class

A

(a)(b)

.........

341,905

147,737,150

Comcast

Corp.,

Class

A

(a)

....................

3,119,693

117,050,881

Fox

Corp.,

Class

B

.........................

531,101

16,411,021

Liberty

Broadband

Corp.,

Class

C,

NVS

(a)(b)

........

1,773,991

193,240,840

474,439,892

a

Metals

&

Mining

 — 1.0%

Newmont

Corp.

...........................

6,157,330

278,803,902

a

Mortgage

Real

Estate

Investment

 — 0.3%

Annaly

Capital

Management,

Inc.

...............

12,563,932

86,439,852

a

Multiline

Retail

 — 2.1%

Dollar

General

Corp.

.......................

1,119,865

278,208,062

Dollar

Tree,

Inc.

(a)(b)

........................

591,878

97,872,946

Target

Corp.

.............................

1,391,111

227,279,715

603,360,723

a

Multi-Utilities

 — 2.9%

Ameren

Corp.

............................

637,228

59,338,671

CMS

Energy

Corp.

.........................

959,592

65,952,758

Consolidated

Edison,

Inc.

....................

3,209,299

318,587,112

Dominion

Energy,

Inc.

.......................

1,344,058

110,185,875

WEC

Energy

Group,

Inc.

.....................

2,645,478

274,627,071

828,691,487

a

Oil,

Gas

&

Consumable

Fuels

 — 0.5%

Cheniere

Energy,

Inc.

.......................

680,717

101,821,649

Williams

Companies,

Inc.

(The)

................

1,273,968

43,429,569

145,251,218

a

Pharmaceuticals

 — 6.4%

Bristol-Myers

Squibb

Co.

.....................

3,797,656

280,191,060

Eli

Lilly

&

Co.

............................

987,656

325,620,306

Johnson

&

Johnson

........................

2,340,373

408,441,896

Merck

&

Co.,

Inc.

..........................

4,420,297

394,909,334

Pfizer,

Inc.

..............................

5,790,069

292,456,385

Zoetis,

Inc.

..............................

660,429

120,561,314

1,822,180,295

a

Professional

Services

 — 0.7%

Booz

Allen

Hamilton

Holding

Corp.

..............

950,488

91,227,838

Verisk

Analytics,

Inc.

........................

510,239

97,072,970

188,300,808

a

Road

&

Rail

 — 1.3%

AMERCO

...............................

139,380

74,858,210

Norfolk

Southern

Corp.

......................

264,532

66,442,503

Old

Dominion

Freight

Line,

Inc.

(a)

...............

735,191

223,137,820

364,438,533

a

Schedule

of

Investments

(continued)

July

31,

2022

iShares

®

MSCI

USA

Min

Vol

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

16

2022

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Semiconductors

&

Semiconductor

Equipment

 — 1.9%

Broadcom,

Inc.

...........................

176,226

$

94,365,498

Intel

Corp.

..............................

555,583

20,173,219

Texas

Instruments,

Inc.

......................

2,385,101

426,670,718

541,209,435

a

Software

 — 5.7%

Adobe,

Inc.

(b)

.............................

410,919

168,526,100

Black

Knight,

Inc.

(b)

.........................

1,024,421

67,283,971

Citrix

Systems,

Inc.

........................

1,765,999

179,089,959

Microsoft

Corp.

...........................

1,340,054

376,206,760

NortonLifeLock,

Inc.

........................

5,608,265

137,570,740

Oracle

Corp.

(a)

............................

4,148,883

322,949,053

Roper

Technologies,

Inc.

(a)

....................

419,786

183,307,953

Tyler

Technologies,

Inc.

(b)

....................

307,087

122,527,713

VMware,

Inc.,

Class

A

.......................

145,041

16,853,764

Zoom

Video

Communications,

Inc.,

Class

A

(b)

.......

456,206

47,381,555

1,621,697,568

a

Specialty

Retail

 — 2.1%

AutoZone,

Inc.

(b)

..........................

106,930

228,551,113

Home

Depot,

Inc.

(The)

.....................

675,758

203,362,612

Lowe's

Companies,

Inc.

.....................

226,405

43,363,350

O'Reilly

Automotive,

Inc.

(b)

....................

190,898

134,313,924

609,590,999

a

Technology

Hardware,

Storage

&

Peripherals

 — 1.2%

Apple,

Inc.

..............................

1,237,339

201,079,961

Dell

Technologies,

Inc.,

Class

C

................

3,230,108

145,548,666

346,628,627

a

Security

Shares

Value

a

Water

Utilities

 — 0.1%

American

Water

Works

Co.,

Inc.

................

127,665

$

19,844,248

a

Wireless

Telecommunication

Services

 — 1.6%

T-Mobile

U.S.,

Inc.

(b)

........................

3,233,851

462,634,724

a

Total

Long-Term

Investments — 99.7%

(Cost:

$25,781,554,892)

..............................

28,559,003,567

a

Short-Term

Securities

Money

Market

Funds

 — 

0.8%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares,

1.96%

(c)(d)(e)

............................

189,835,614

189,835,614

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

1.84%

(c)(d)

.............................

49,067,165

49,067,165

a

Total

Short-Term

Securities — 0.8%

(Cost:

$238,811,174)

................................

238,902,779

Total

Investments

—

100.5%

(Cost:

$26,020,366,066)

..............................

28,797,906,346

Liabilities

in

Excess

of

Other

Assets

—

(0.5)%

...............

(145,108,825)

Net

Assets

—

100.0%

.................................

$

28,652,797,521

(a)

All

or

a

portion

of

this

security

is

on

loan.

(b)

Non-income

producing

security.

(c)

Affiliate

of

the

Fund.

(d)

Annualized

7-day

yield

as

of

period

end.

(e)

All

or

a

portion

of

this

security

was

purchased

with

the

cash

collateral

from

loaned

securities.

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the

year

ended

July

31,

2022

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/21

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/22

  Shares

Held

at

07/31/22

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

432,992,054

$

—

$

(243,029,900

)

(a)

$

(111,075

)

$

(15,465

)

$

189,835,614

189,835,614

$

388,860

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

50,790,000

—

(1,722,835

)

(a)

—

—

49,067,165

49,067,165

116,629

—

$

(111,075

)

$

(15,465

)

$

238,902,779

$

505,489

$

—

(a)

Represents

net

amount

purchased

(sold).

(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.

iShares

®

MSCI

USA

Min

Vol

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2022

17

Schedule

of

Investments

Derivative

Financial

Instruments

Outstanding

as

of

Period

End

Derivative

Financial

Instruments

Categorized

by

Risk

Exposure 

As

of

period

end,

the

fair

values

of

derivative

financial

instruments

located

in

the

Statements

of

Assets

and

Liabilities

were

as

follows: 

For

the period

ended

July

31,

2022,

the

effect

of

derivative

financial

instruments

in

the

Statements

of

Operations

was

as

follows:

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

Futures

Contracts

Description

Number

of

Contracts

Expiration

Date

Notional

Amount

(000)

Value/

Unrealized

Appreciation

(Depreciation)

Long

Contracts

Dow

Jones

U.S.

Real

Estate

Index

..........................................................

304

‌

09/16/22

$

11,801

‌

$

746,998

‌

S&P

500

E-Mini

Index

...................................................................

385

‌

09/16/22

79,570

‌

3,733,570

‌

$

4,480,568

‌

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Assets

—

Derivative

Financial

Instruments

Futures

contracts

Unrealized

appreciation

on

futures

contracts

(a)

.............

$

—

$

—

$

4,480,568

$

—

$

—

$

—

$

4,480,568

(a)

Net

cumulative

unrealized

appreciation

(depreciation)

on

futures

contracts

are

reported

in

the

Schedule

of

Investments.

In

the

Statements

of

Assets

and

Liabilities,

only

current

day's

variation

margin

is

reported

in

receivables

or

payables

and

the

net

cumulative

unrealized

appreciation

(depreciation)

is

included

in

accumulated

earnings

(loss).

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Net

Realized

Gain

(Loss)

from

Futures

contracts

..................................

$

—

$

—

$

(1,726,721

)

$

—

$

—

$

—

$

(1,726,721

)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

contracts

..................................

$

—

$

—

$

2,552,819

$

—

$

—

$

—

$

2,552,819

Futures

contracts

Average

notional

value

of

contracts

—

long

...................................................................................

$

62,437,456

a

For

more

information

about

the

Fund’s

investment

risks

regarding

derivative

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

Schedule

of

Investments

(continued)

July

31,

2022

iShares

®

MSCI

USA

Min

Vol

Factor

ETF

18

2022

iShares

Annual

Report

to

Shareholders

Fair

Value

Hierarchy

as

of

Period

End 

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

For

a

description

of

the

input

levels

and

information

about

the

Fund's

policy

regarding

valuation

of

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

The

following

table

summarizes

the

Fund’s

financial

instruments

categorized

in

the

fair

value

hierarchy.

The

breakdown

of

the

Fund’s

financial

instruments

into

major

categories

is

disclosed

in

the

Schedule

of

Investments

above.

See

notes

to

financial

statements.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Common

Stocks

.............................................

$

28,559,003,567

$

—

$

—

$

28,559,003,567

Short-Term

Securities

Money

Market

Funds

..........................................

238,902,779

—

—

238,902,779

$

28,797,906,346

$

—

$

—

$

28,797,906,346

Derivative

Financial

Instruments

(a)

Assets

Equity

Contracts

...............................................

$

4,480,568

$

—

$

—

$

4,480,568

a

(a)

Derivative

financial

instruments

are

futures

contracts.

Futures

contracts

are

valued

at

the

unrealized

appreciation

(depreciation)

on

the

instrument.

19

Financial

Statements

Statements

of

Assets

and

Liabilities

July

31,

2022

See

notes

to

financial

statements.

iShares

ESG

MSCI

USA

Min

Vol

Factor

ETF

iShares

MSCI

USA

Min

Vol

Factor

ETF

ASSETS

Investments,

at

value

—

unaffiliated

(a)(b)

....................................................................

$

4,626,591

‌

$

28,559,003,567

‌

Investments,

at

value

—

affiliated

(c)

.......................................................................

25,657

‌

238,902,779

‌

Cash

...........................................................................................

768

‌

3,336,024

‌

Cash

pledged:

Futures

contracts

.................................................................................

—

‌

4,294,000

‌

Receivables:

Securities

lending

income

—

affiliated

...................................................................

16

‌

29,558

‌

Capital

shares

sold

................................................................................

—

‌

212,724

‌

Dividends

—

unaffiliated

............................................................................

4,634

‌

39,320,662

‌

Dividends

—

affiliated

..............................................................................

199

‌

31,132

‌

Variation

margin

on

futures

contracts

....................................................................

—

‌

1,024,597

‌

Total

assets

......................................................................................

4,657,865

‌

28,846,155,043

‌

LIABILITIES

Collateral

on

securities

loaned

..........................................................................

21,098

‌

189,906,626

‌

Payables:

Investment

advisory

fees

............................................................................

681

‌

3,450,896

‌

Total

liabilities

.....................................................................................

21,779

‌

193,357,522

‌

NET

ASSETS

.....................................................................................

$

4,636,086

‌

$

28,652,797,521

‌

NET

ASSETS

CONSIST

OF:

Paid-in

capital

.....................................................................................

$

5,074,390

‌

$

27,851,087,306

‌

Accumulated

earnings

(loss)

...........................................................................

(438,304

)

801,710,215

‌

NET

ASSETS

.....................................................................................

$

4,636,086

‌

$

28,652,797,521

‌

NET

ASSET

VALUE

Shares

outstanding

.................................................................................

200,000

‌

388,400,000

‌

Net

asset

value

....................................................................................

$

23.18

‌

$

73.77

‌

Shares

authorized

..................................................................................

Unlimited

Unlimited

Par

value

........................................................................................

None

None

(a)

Securities

loaned,

at

value

..........................................................................

$

21,010

‌

$

187,331,291

‌

(b)

Investments,

at

cost

—

unaffiliated

.....................................................................

$

4,917,261

‌

$

25,781,554,892

‌

(c)

Investments,

at

cost

—

affiliated

.......................................................................

$

25,653

‌

$

238,811,174

‌

20

2022

iShares

Annual

Report

to

Shareholders

Statements

of

Operations

Year

Ended

July

31,

2022

See

notes

to

financial

statements.

iShares

ESG

MSCI

USA

Min

Vol

Factor

ETF

(a)

iShares

MSCI

USA

Min

Vol

Factor

ETF

INVESTMENT

INCOME

Dividends

—

unaffiliated

............................................................................

$

60,466

‌

$

460,827,716

‌

Dividends

—

affiliated

..............................................................................

205

‌

116,629

‌

Securities

lending

income

—

affiliated

—

net

...............................................................

65

‌

388,860

‌

Foreign

taxes

withheld

.............................................................................

(

3

)

(

387,242

)

Total

investment

income

..............................................................................

60,733

‌

460,945,963

‌

EXPENSES

Investment

advisory

...............................................................................

6,441

‌

42,010,317

‌

Professional

fees

.................................................................................

—

‌

217

‌

Total

expenses

....................................................................................

6,441

‌

42,010,534

‌

Net

investment

income

...............................................................................

54,292

‌

418,935,429

‌

—

‌

—

‌

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

from:

Investments

—

unaffiliated

.........................................................................

(

158,234

)

(

524,636,946

)

Investments

—

affiliated

...........................................................................

11

‌

(

111,075

)

Foreign

currency

transactions

.......................................................................

—

‌

2,057

‌

Futures

contracts

...............................................................................

—

‌

(

1,726,721

)

In-kind

redemptions

(b)

.............................................................................

1,865

‌

2,412,407,762

‌

(

156,358

)

1,885,935,077

‌

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

—

unaffiliated

.........................................................................

(

290,670

)

(

2,867,565,951

)

Investments

—

affiliated

...........................................................................

4

‌

(

15,465

)

Futures

contracts

...............................................................................

—

‌

2,552,819

‌

(

290,666

)

(

2,865,028,597

)

Net

realized

and

unrealized

loss

.........................................................................

(

447,024

)

(

979,093,520

)

NET

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

..............................................

$

(

392,732

)

$

(

560,158,091

)

(a)

For

the

period

from

November

2,

2021

(commencement

of

operations)

to

July

31,

2022.

(b)

See

Note

2

of

the

Notes

to

Financial

Statements.

21

Statements

of

Changes

in

Net

Assets

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

iShares

ESG

MSCI

USA

Min

Vol

Factor

ETF

iShares

MSCI

USA

Min

Vol

Factor

ETF

Period

From

11/02/21

(a)

to

07/31/22

Year

Ended

07/31/22

Year

Ended

07/31/21

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

...........................................................

$

54,292

‌

$

418,935,429

‌

$

494,532,373

‌

Net

realized

gain

(loss)

...........................................................

(

156,358

)

1,885,935,077

‌

3,371,054,672

‌

Net

change

in

unrealized

appreciation

(depreciation)

.......................................

(

290,666

)

(

2,865,028,597

)

2,187,151,044

‌

Net

increase

(decrease)

in

net

assets

resulting

from

operations

..................................

(

392,732

)

(

560,158,091

)

6,052,738,089

‌

DISTRIBUTIONS

TO

SHAREHOLDERS

(b)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

................................

(

43,707

)

(

377,829,879

)

(

512,658,921

)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

(decrease)

in

net

assets

derived

from

capital

share

transactions

........................

5,072,525

‌

1,119,798,350

‌

(

11,581,152,074

)

NET

ASSETS

Total

increase

(decrease)

in

net

assets

..................................................

4,636,086

‌

181,810,380

‌

(

6,041,072,906

)

Beginning

of

period

...............................................................

—

‌

28,470,987,141

‌

34,512,060,047

‌

End

of

period

...................................................................

$

4,636,086

‌

$

28,652,797,521

‌

$

28,470,987,141

‌

(a)

Commencement

of

operations.

(b)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

22

2022

iShares

Annual

Report

to

Shareholders

Financial

Highlights

(For

a

share

outstanding

throughout

each

period)

See

notes

to

financial

statements.

iShares

ESG

MSCI

USA

Min

Vol

Factor

ETF

Period

From

11/02/21

(a)

to

07/31/22

Net

asset

value,

beginning

of

period

......................................................................................

$

25.11

‌

Net

investment

income

(b)

..............................................................................................

0.27

‌

Net

realized

and

unrealized

loss

(c)

........................................................................................

(1.98

)

Net

decrease

from

investment

operations

....................................................................................

(1.71

)

Distributions

from

net

investment

income

(d)

....................................................................................

(0.22

)

Net

asset

value,

end

of

period

...........................................................................................

$

23.18

‌

Total

Return

(e)

–

Based

on

net

asset

value

...............................................................................................

(6.83

)%

(f)

Ratios

to

Average

Net

Assets

(g)

–

Total

expenses

......................................................................................................

0.18

%

(h)

Net

investment

income

.................................................................................................

1.51

%

(h)

Supplemental

Data

Net

assets,

end

of

period

(000)

...........................................................................................

$

4,636

‌

Portfolio

turnover

rate

(i)

.................................................................................................

31

%

(a)

Commencement

of

operations.

(b)

Based

on

average

shares

outstanding.

(c)

The

amounts

reported

for

a

share

outstanding

may

not

accord

with

the

change

in

aggregate

gains

and

losses

in

securities

for

the

fiscal

period

due

to

the

timing

of

capital

share

transactions

in

relation

to

the

fluctuating

market

values

of

the

Fund’s

underlying

securities.

(d)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(e)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(f)

Not

Annualized.

(g)

Excludes

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(h)

Annualized.

(i)

Portfolio

turnover

rate

excludes

in-kind

transactions.

23

Financial

Highlights

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

See

notes

to

financial

statements.

iShares

MSCI

USA

Min

Vol

Factor

ETF

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Year

Ended

07/31/18

Net

asset

value,

beginning

of

year

..........................

$

76.19

‌

$

63.37

‌

$

62.75

‌

$

54.90

‌

$

49.89

‌

Net

investment

income

(a)

................................

1.13

‌

1.08

‌

1.29

‌

1.23

‌

1.02

‌

Net

realized

and

unrealized

gain

(loss)

(b)

......................

(2.52

)

12.84

‌

0.62

‌

7.77

‌

4.98

‌

Net

increase

(decrease)

from

investment

operations

...............

(1.39

)

13.92

‌

1.91

‌

9.00

‌

6.00

‌

Distributions

from

net

investment

income

(c)

......................

(1.03

)

(1.10

)

(1.29

)

(1.15

)

(0.99

)

Net

asset

value,

end

of

year

..............................

$

73.77

‌

$

76.19

‌

$

63.37

‌

$

62.75

‌

$

54.90

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

.................................

(1.85

)%

22.23

%

3.18

%

16.61

%

12.16

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

........................................

0.15

%

0.15

%

0.15

%

0.15

%

0.15

%

Net

investment

income

...................................

1.50

%

1.59

%

2.06

%

2.12

%

1.95

%

Supplemental

Data

Net

assets,

end

of

year

(000)

...............................

$

28,652,798

‌

$

28,470,987

‌

$

34,512,060

‌

$

30,646,395

‌

$

15,191,622

‌

Portfolio

turnover

rate

(f)

...................................

20

%

23

%

22

%

21

%

22

%

(a)

Based

on

average

shares

outstanding.

(b)

The

amounts

reported

for

a

share

outstanding

may

not

accord

with

the

change

in

aggregate

gains

and

losses

in

securities

for

the

fiscal

period

due

to

the

timing

of

capital

share

transactions

in

relation

to

the

fluctuating

market

values

of

the

Fund’s

underlying

securities.

(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

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(f)

Portfolio

turnover

rate

excludes

in-kind

transactions.

Notes

to

Financial

Statements

24

2022

iShares

Annual

Report

to

Shareholders

1.

Organization

iShares

Trust

(the

“Trust”)

is

registered

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“1940

Act”),

as

an

open-end

management

investment

company.

The

Trust

is

organized

as

a

Delaware

statutory

trust

and

is

authorized

to

have

multiple

series

or

portfolios.

These

financial

statements

relate

only

to

the

following

funds

(each,

a

“Fund”

and

collectively,

the

“Funds”):

2.

Significant

Accounting

Policies

The

financial

statements

are

prepared

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“U.S.

GAAP”),

which

may

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities

in

the

financial

statements,

disclosure

of

contingent

assets

and

liabilities

at

the

date

of

the

financial

statements

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

reporting

period.

Actual

results

could

differ

from

those

estimates. Each

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

using

the

specific

identification

method. Dividend

income

and

capital

gain

distributions,

if

any,

are

recorded

on

the

ex-dividend

date.

Non-cash

dividends,

if

any,

are

recorded

on

the

ex-dividend

date

at

fair

value. Dividends

from

foreign

securities

where

the

ex-dividend

date

may

have

passed

are

subsequently

recorded

when

the

Funds

are

informed

of

the

ex-dividend

date.

Under

the

applicable

foreign

tax

laws,

a

withholding

tax

at

various

rates

may

be

imposed

on

capital

gains,

dividends

and

interest. Upon

notification

from

issuers

or

as

estimated

by

management,

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.

Foreign

Currency

Translation:

Each

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

prevailing

market

rates

as

quoted

by

one

or

more

data

service

providers.

Purchases

and

sales

of

investments

are

recorded

at

the

rates

of

exchange

prevailing

on

the

respective

dates

of

such

transactions.

Generally,

when

the

U.S.

dollar

rises

in

value

against

a

foreign

currency,

the

investments

denominated

in

that

currency

will

lose

value;

the

opposite

effect

occurs

if

the

U.S.

dollar

falls

in

relative

value.

Each

Fund

does

not

isolate

the

effect

of

fluctuations

in

foreign

exchange

rates

from

the

effect

of

fluctuations

in

the

market

prices

of

investments

for

financial

reporting

purposes.

Accordingly,

the

effects

of

changes

in

exchange

rates

on

investments

are

not

segregated

in

the

Statements

of

Operations

from

the

effects

of

changes

in

market

prices

of

those

investments,

but

are

included

as

a

component

of

net

realized

and

unrealized

gain

(loss)

from

investments.

Each

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.

Foreign

Taxes:

The

Funds

may

be

subject

to

foreign

taxes

(a

portion

of

which

may

be

reclaimable)

on

income,

stock

dividends,

capital

gains

on

investments,

or

certain

foreign

currency

transactions.

All

foreign

taxes

are

recorded

in

accordance

with

the

applicable

foreign

tax

regulations

and

rates

that

exist

in

the

foreign

jurisdictions

in

which

each

Fund

invests.

These

foreign

taxes,

if

any,

are

paid

by

each

Fund

and

are

reflected

in

its

Statements

of

Operations

as

follows:

foreign

taxes

withheld

at

source

are

presented

as

a

reduction

of

income,

foreign

taxes

on

securities

lending

income

are

presented

as

a

reduction

of

securities

lending

income,

foreign

taxes

on

stock

dividends

are

presented

as

“Other

foreign

taxes”,

and

foreign

taxes

on

capital

gains

from

sales

of

investments

and

foreign

taxes

on

foreign

currency

transactions

are

included

in

their

respective

net

realized

gain

(loss)

categories.

Foreign

taxes

payable

or

deferred

as

of

July

31,

2022,

if

any,

are

disclosed

in

the

Statements

of

Assets

and

Liabilities.

The Funds

file

withholding

tax

reclaims

in

certain

jurisdictions

to

recover

a

portion

of

amounts

previously

withheld.

The

Funds

may

record

a

reclaim

receivable

based

on

collectability,

which

includes

factors

such

as

the

jurisdiction’s

applicable

laws,

payment

history

and

market

convention.

The

Statements

of

Operations

includes

tax

reclaims

recorded

as

well

as

professional

and

other

fees,

if

any,

associated

with

recovery

of

foreign

withholding

taxes.

Collateralization:

If

required

by

an

exchange

or

counterparty

agreement,

the

Funds

may

be

required

to

deliver/deposit

cash

and/or

securities

to/with

an

exchange,

or

broker-

dealer

or

custodian

as

collateral

for

certain

investments. 

In-kind

Redemptions:

For

financial

reporting

purposes,

in-kind

redemptions

are

treated

as

sales

of

securities

resulting

in

realized

capital

gains

or

losses

to

the

Funds.

Because

such

gains

or

losses

are

not

taxable

to

the

Funds

and

are

not

distributed

to

existing

Fund

shareholders,

the

gains

or

losses

are

reclassified

from

accumulated

net

realized

gain

(loss)

to

paid-in

capital

at

the

end

of

the

Funds’

tax

year.

These

reclassifications

have

no

effect

on

net

assets

or

net

asset

value

(“NAV”)

per

share.

Distributions:

Dividends

and

distributions

paid

by

each

Fund

are

recorded

on

the

ex-dividend

dates.

Distributions

are

determined

on

a

tax

basis

and

may

differ

from

net

investment

income

and

net

realized

capital

gains

for

financial

reporting

purposes.

Dividends

and

distributions

are

paid

in

U.S.

dollars

and

cannot

be

automatically

reinvested

in

additional

shares

of

the

Funds.

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,

each

Fund

enters

into

contracts

that

contain

a

variety

of

representations

that

provide

general

indemnification.

The

Funds’

maximum

exposure

under

these

arrangements

is

unknown

because

it

involves

future

potential

claims

against

the

Funds,

which

cannot

be

predicted

with

any

certainty.

iShares

ETF

Diversification

Classification

ESG

MSCI

USA

Min

Vol

Factor

(a)

..........................................................................................

Non-diversified

MSCI

USA

Min

Vol

Factor

...............................................................................................

Diversified

(a)

The

Fund

commenced

operations

on

November

2,

2021.

Notes

to

Financial

Statements

(

continued)

25

Notes

to

Financial

Statements

3.

Investment

Valuation

and

Fair

Value

Measurements

Investment

Valuation

Policies:

Each

Fund’s

investments

are

valued

at

fair

value

(also

referred

to

as

“market

value”

within

the

financial

statements)

each

day

that

the

Fund’s

listing

exchange

is

open

and,

for

financial

reporting

purposes,

as

of

the

report

date.

U.S.

GAAP

defines

fair

value

as

the

price

a

fund

would

receive

to

sell

an

asset

or

pay

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date.

Each

Fund

determines

the

fair

values

of

its

financial

instruments

using

various

independent

dealers

or

pricing

services

under

policies

approved

by

the

Board

of

Trustees

of

the

Trust

(the

“Board”).

If

a

security’s

market

price

is

not

readily

available

or

does

not

otherwise

accurately

represent

the

fair

value

of

the

security,

the

security

will

be

valued

in

accordance

with

a

policy

approved

by

the

Board

as

reflecting

fair

value.

The

BlackRock

Global

Valuation

Methodologies

Committee

(the

“Global

Valuation

Committee”)

is

the

committee

formed

by

management

to

develop

global

pricing

policies

and

procedures

and

to

oversee

the

pricing

function

for

all

financial

instruments. 

Fair

Value

Inputs

and

Methodologies:

The

following

methods

and

inputs

are

used

to

establish

the

fair

value

of each

Fund’s

assets

and

liabilities:

Equity

investments

traded

on

a

recognized

securities

exchange

are

valued

at

that

day’s

official

closing

price,

as

applicable,

on

the

exchange

where

the

stock

is

primarily

traded.

Equity

investments

traded

on

a

recognized

exchange

for

which

there

were

no

sales

on

that

day

are

valued

at

the

last

traded

price.

Investments

in

open-end

U.S.

mutual

funds

(including

money

market

funds)

are

valued

at

that

day’s

published

NAV.

Futures

contracts

are

valued

based

on

that

day’s

last

reported

settlement

or

trade

price

on

the

exchange

where

the

contract

is

traded.

Generally,

trading

in

foreign

instruments

is

substantially

completed

each

day

at

various

times

prior

to

the

close

of

trading

on

the

New

York

Stock

Exchange

(“NYSE”).

Each

business

day,

the Funds

use

current

market

factors

supplied

by

independent

pricing

services

to

value

certain

foreign

instruments

(“Systematic

Fair

Value

Price”).

The

Systematic

Fair

Value

Price

is

designed

to

value

such

foreign

securities

at

fair

value

as

of

the

close

of

trading

on

the

NYSE,

which

follows

the

close

of

the

local

markets.

If

events

(e.g., market

volatility,

company

announcement

or

a

natural

disaster)

occur

that

are

expected

to

materially

affect

the

value

of

such

investment,

or

in

the

event

that

application

of

these

methods

of

valuation

results

in

a

price

for

an

investment

that

is

deemed

not

to

be

representative

of

the

market

value

of

such

investment,

or

if

a

price

is

not

available,

the

investment

will

be

valued

by

the

Global

Valuation

Committee,

in

accordance

with

a

policy

approved

by

the

Board

as

reflecting

fair

value

(“Fair

Valued

Investments”).

The

fair

valuation

approaches

that

may

be

used

by

the

Global

Valuation

Committee

include

market

approach,

income

approach

and

cost

approach.

Valuation

techniques

such

as

discounted

cash

flow,

use

of

market

comparables

and

matrix

pricing

are

types

of

valuation

approaches

and

are

typically

used

in

determining

fair

value.

When

determining

the

price

for

Fair

Valued

Investments,

the

Global

Valuation

Committee,

or

its

delegate,

seeks

to

determine

the

price

that each

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

pricing

could

result

in

a

difference

between

the

prices

used

to

calculate

a

fund’s

NAV

and

the

prices

used

by

the

fund’s

underlying

index,

which

in

turn

could

result

in

a

difference

between

the

fund’s

performance

and

the

performance

of

the

fund’s

underlying

index.

Fair

Value

Hierarchy:

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

These

inputs

to

valuation

techniques

are

categorized

into

a

fair

value

hierarchy

consisting

of

three

broad

levels

for

financial

reporting

purposes

as

follows:

Level

1

–

Unadjusted

price

quotations

in

active markets/exchanges

for

identical

assets

or

liabilities that each

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);

and

Level

3

–

Unobservable

inputs

based

on

the

best

information

available

in

the

circumstances,

to

the

extent observable

inputs are

not

available,

(including

the

Global

Valuation

Committee’s

assumptions

used

in determining the

fair value

of

financial instruments).

The

hierarchy

gives

the

highest

priority

to

unadjusted

quoted

prices

in

active

markets

for

identical

assets

or

liabilities

(Level

1

measurements)

and

the

lowest

priority

to

unobservable

inputs

(Level

3

measurements).

Accordingly,

the

degree

of

judgment

exercised

in

determining

fair

value

is

greatest

for

instruments

categorized

in

Level

3.

The

inputs

used

to

measure

fair

value

may

fall

into

different

levels

of

the

fair

value

hierarchy.

In

such

cases,

for

disclosure

purposes,

the

fair

value

hierarchy

classification

is

determined

based

on

the

lowest

level

input

that

is

significant

to

the

fair

value

measurement

in

its

entirety.

Investments

classified

within

Level

3

have

significant

unobservable

inputs

used

by

the

Global

Valuation

Committee

in

determining

the

price

for

Fair

Valued

Investments.

Level

3

investments

include

equity

or

debt

issued

by

privately

held

companies

or

funds

that

may

not

have

a

secondary

market

and/or

may

have

a

limited

number

of

investors.

The

categorization

of

a

value

determined

for

financial

instruments

is

based

on

the

pricing

transparency

of

the

financial

instruments

and

is

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

4.

Securities

and

Other

Investments 

Securities

Lending:

Each

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

an

approved

bank,

or

securities

issued

or

guaranteed

by

the

U.S.

government.

The

initial

collateral

received

by

each

Fund

is

required

to

have

a

value

of

at

least

102%

of

the

current

market

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

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

is

returned

by

the

Fund,

on

the

next

business

day.

During

the

term

of

the

loan,

each

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.

Notes

to

Financial

Statements

(continued)

26

2022

iShares

Annual

Report

to

Shareholders

As

of

period

end,

any

securities

on

loan

were

collateralized

by

cash

and/or

U.S.

Government

obligations.

Cash

collateral

invested

in

money

market

funds

managed

by

BlackRock

Fund

Advisors

(“BFA”),

the

Funds’

investment

adviser,

or

its

affiliates

is

disclosed

in

the

Schedule

of

Investments.

Any

non-cash

collateral

received

cannot

be

sold,

re-invested

or

pledged

by

the

Fund,

except

in

the

event

of

borrower

default.

The

securities

on

loan,

if

any,

are

also

disclosed

in

each

Fund’s

Schedule

of

Investments.

The

market

value

of

any

securities

on

loan

and

the

value

of

any

related

cash

collateral

are

disclosed

in

the Statements

of

Assets

and

Liabilities.

Securities

lending

transactions

are

entered

into

by

the

Funds

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

Funds,

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

Funds

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

securities

on

loan

by

counterparty

which

are

subject

to

offset

under

an

MSLA:

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,

each

Fund

benefits

from

a

borrower

default

indemnity

provided

by

BlackRock,

Inc.

(“BlackRock”).

BlackRock’s

indemnity

allows

for

full

replacement

of

the

securities

loaned

to

the

extent

the

collateral

received

does

not

cover

the

value

of

the

securities

loaned

in

the

event

of

borrower

default.

Each

Fund

could

incur

a

loss

if

the

value

of

an

investment

purchased

with

cash

collateral

falls

below

the

market

value

of

the

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

each

Fund.

5.

Derivative

Financial

Instruments

Futures

Contracts:

Futures

contracts

are

purchased

or

sold

to

gain

exposure

to,

or

manage

exposure

to,

changes

in

interest

rates

(interest

rate

risk)

and

changes

in

the

value

of

equity

securities

(equity

risk)

or

foreign

currencies

(foreign

currency

exchange

rate

risk).

Futures

contracts

are

exchange-traded

agreements

between

the Funds

and

a

counterparty

to

buy

or

sell

a

specific

quantity

of

an

underlying

instrument

at

a

specified

price

and

on

a

specified

date.

Depending

on

the

terms

of

a

contract,

it

is

settled

either

through

physical

delivery

of

the

underlying

instrument

on

the

settlement

date

or

by

payment

of

a

cash

amount

on

the

settlement

date.

Upon

entering

into

a

futures

contract,

the Funds

are

required

to

deposit

initial

margin

with

the

broker

in

the

form

of

cash

or

securities

iShares

ETF

and

Counterparty

Securities

Loaned

at

Value

Cash

Collateral

Received

(a)

Non-Cash

Collateral

Received,

at

Fair

Value

(a)

Net

Amount

ESG

MSCI

USA

Min

Vol

Factor

BofA

Securities,

Inc.

.........................................

$

3,540

‌

$

(3,540

)

$

—

‌

$

—

‌

Jefferies

LLC

..............................................

54

‌

(54

)

—

‌

—

‌

RBC

Capital

Markets

LLC

.....................................

17,416

‌

(17,416

)

—

‌

—

‌

$

21,010

‌

$

(21,010

)

$

—

‌

$

—

‌

a

MSCI

USA

Min

Vol

Factor

Barclays

Capital,

Inc.

........................................

957,432

‌

(957,432

)

—

‌

—

‌

BNP

Paribas

SA

............................................

9,868,409

‌

(9,868,409

)

—

‌

—

‌

BofA

Securities,

Inc.

.........................................

49,111,738

‌

(49,111,738

)

—

‌

—

‌

Citigroup

Global

Markets,

Inc.

...................................

4,825,690

‌

(4,825,690

)

—

‌

—

‌

Credit

Suisse

Securities

(USA)

LLC

...............................

17,899

‌

(17,899

)

—

‌

—

‌

Goldman

Sachs

&

Co.

LLC

....................................

8,947,959

‌

(8,947,959

)

—

‌

—

‌

HSBC

Bank

PLC

...........................................

7,368,270

‌

(7,368,270

)

—

‌

—

‌

J.P.

Morgan

Securities

LLC

....................................

38,410,798

‌

(38,410,798

)

—

‌

—

‌

Jefferies

LLC

..............................................

2,825,255

‌

(2,817,864

)

—

‌

7,391

(b)

Morgan

Stanley

............................................

3,770,887

‌

(3,770,887

)

—

‌

—

‌

RBC

Capital

Markets

LLC

.....................................

174,668

‌

(174,668

)

—

‌

—

‌

SG

Americas

Securities

LLC

...................................

30,136,180

‌

(28,325,720

)

—

‌

1,810,460

(b)

State

Street

Bank

&

Trust

Co.

...................................

45,127

‌

(45,127

)

—

‌

—

‌

UBS

AG

.................................................

28,686,123

‌

(28,686,123

)

—

‌

—

‌

Virtu

Americas

LLC

..........................................

1,383,160

‌

(1,383,160

)

—

‌

—

‌

Wells

Fargo

Bank

N.A.

.......................................

801,696

‌

(801,696

)

—

‌

—

‌

$

187,331,291

‌

$

(185,513,440

)

$

—

‌

$

1,817,851

‌

a

(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.

(b)

The

market

value

of

the

loaned

securities

is

determined

as

of

July

31,

2022.

Additional

collateral

is

delivered

to

the

Fund

on

the

next

business

day

in

accordance

with

the

MSLA.

The

net

amount

would

be

subject

to

the

borrower

default

indemnity

in

the

event

of

default

by

a

counterparty.

Notes

to

Financial

Statements

(

continued)

27

Notes

to

Financial

Statements

in

an

amount

that

varies

depending

on

a

contract’s

size

and

risk

profile.

The

initial

margin

deposit

must

then

be

maintained

at

an

established

level

over

the

life

of

the

contract.

Amounts

pledged,

which

are

considered

restricted,

are

included

in

cash

pledged

for

futures

contracts

in

the

Statements

of

Assets

and

Liabilities.

Securities

deposited

as

initial

margin

are

designated

in

the

Schedule

of

Investments

and

cash

deposited,

if

any,

are

shown

as

cash

pledged

for

futures

contracts

in

the

Statements

of

Assets

and

Liabilities.

Pursuant

to

the

contract,

the Funds

agree

to

receive

from

or

pay

to

the

broker

an

amount

of

cash

equal

to

the

daily

fluctuation

in

market

value

of

the

contract

(“variation

margin”).

Variation

margin

is

recorded

as

unrealized

appreciation

(depreciation)

and,

if

any,

shown

as

variation

margin

receivable

(or

payable)

on

futures

contracts

in

the

Statements

of

Assets

and

Liabilities.

When

the

contract

is

closed,

a

realized

gain

or

loss

is

recorded

in

the

Statements

of

Operations

equal

to

the

difference

between

the

notional

amount

of

the

contract

at

the

time

it

was

opened

and

the

notional

amount

at

the

time

it

was

closed.

The

use

of

futures

contracts

involves

the

risk

of

an

imperfect

correlation

in

the

movements

in

the

price

of

futures

contracts

and

interest

rates,

foreign

currency

exchange

rates

or

underlying

assets. 

6.

Investment

Advisory

Agreement

and

Other

Transactions

with

Affiliates 

Investment

Advisory

Fees:

Pursuant

to

an

Investment

Advisory

Agreement

with

the

Trust, BFA manages

the

investment

of

each

Fund’s

assets.

BFA

is

a

California

corporation

indirectly

owned

by BlackRock.

Under

the

Investment

Advisory

Agreement,

BFA

is

responsible

for

substantially

all

expenses

of

the

Funds,

except

(i)

interest

and

taxes;

(ii)

brokerage

commissions

and

other

expenses

connected

with

the

execution

of

portfolio

transactions;

(iii)

distribution

fees;

(iv)

the

advisory

fee

payable

to

BFA;

and

(v)

litigation

expenses

and

any

extraordinary

expenses

(in

each

case

as

determined

by

a

majority

of

the

independent

trustees).

For

its

investment

advisory

services

to

each

of

the

following

Funds,

BFA

is

entitled

to

an

annual

investment

advisory

fee,

accrued

daily

and

paid

monthly

by

the

Funds,

based

on

the

average

daily

net

assets

of

each

Fund

as

follows:

Distributor:

 BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

BFA,

is

the

distributor

for

each

Fund.

Pursuant

to

the

distribution

agreement,

BFA

is

responsible

for

any

fees

or

expenses

for

distribution

services

provided

to

the

Funds.

ETF

Servicing

Fees:

Each

Fund

has

entered

into

an

ETF

Services

Agreement

with

BRIL

to

perform

certain

order

processing,

Authorized

Participant

communications,

and

related

services

in

connection

with

the

issuance

and

redemption

of

Creation

Units

(“ETF

Services”).

BRIL

is

entitled

to

a

transaction

fee

from

Authorized

Participants

on

each

creation

or

redemption

order

for

the

ETF

Services

provided.

The

Funds

do

not

pay

BRIL

for

ETF

Services.

Prior

to April

25,

2022,

ETF

Services

were

performed

by

State

Street

Bank

and

Trust

Company. 

Securities

Lending:

The

U.S.

Securities

and

Exchange

Commission

(the

“SEC”)

has

issued

an

exemptive

order

which

permits

BlackRock

Institutional

Trust

Company,

N.A.

(“BTC”),

an

affiliate

of

BFA,

to

serve

as

securities

lending

agent

for

the

Funds,

subject

to

applicable

conditions.

As

securities

lending

agent,

BTC

bears

all

operational

costs

directly

related

to

securities

lending,

including

any

custodial

costs.

Each

Fund

is

responsible

for

fees

in

connection

with

the

investment

of

cash

collateral

received

for

securities

on

loan

(the

“collateral

investment

fees”).

The

cash

collateral

is

invested

in

a

money

market

fund,

BlackRock

Cash

Funds:

Institutional

or

BlackRock

Cash

Funds:

Treasury,

managed

by

BFA,

or

its

affiliates.

However,

BTC

has

agreed

to

reduce

the

amount

of

securities

lending

income

it

receives

in

order

to

effectively

limit

the

collateral

investment

fees

each

Fund

bears

to

an

annual

rate

of

0.04%.

The

SL

Agency

Shares

of

such

money

market

fund

will

not

be

subject

to

a

sales

load,

distribution

fee

or

service

fee.

The

money

market

fund

in

which

the

cash

collateral

has

been

invested

may,

under

certain

circumstances,

impose

a

liquidity

fee

of

up

to

2%

of

the

value

redeemed

or

temporarily

restrict

redemptions

for

up

to

10

business

days

during

a

90

day

period,

in

the

event

that

the

money

market

fund’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

fees.

Each

Fund

retains

a

portion

of

securities

lending

income

and

remits

the

remaining

portion

to

BTC

as

compensation

for

its

services

as

securities

lending

agent.

Pursuant

to

the

current

securities

lending

agreement,

each

Fund

retains

81%

of

securities

lending

income

(which

excludes

collateral

investment

fees)

and

the

amount

retained

can

never

be

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

In

addition,

commencing

the

business

day

following

the

date

that

the

aggregate

securities

lending

income

plus

the

collateral

investment

fees

generated

across

all

1940

Act

iShares

exchange-traded

funds

(the

“iShares

ETF

Complex”)

in

that

calendar

year

exceeds

a

specified

threshold,

each

Fund,

pursuant

to

the

securities

lending

agreement,

will

retain

for

the

remainder

of

that

calendar

year

81%

of

securities

lending

income

(which

excludes

collateral

investment

fees),

and

the

amount

retained

can

never

be

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

Prior

to

January

1,

2022,

each

Fund

retained

77%

of

securities

lending

income

(which

excludes

collateral

investment

fees)

and

the

amount

retained

was

not

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

In

addition,

commencing

the

business

day

following

the

date

that

the

aggregate

securities

lending

income

plus

the

collateral

investment

fees

generated

across

the

iShares

ETF

Complex

in

a

calendar

year

exceeded

a

specified

threshold,

each

Fund,

pursuant

to

the

securities

lending

agreement,

retained

for

the

remainder

of

that

calendar

year

81%

of

securities

lending

income

(which

excludes

collateral

investment

fees),

and

the

amount

retained

could

never

be

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

iShares

ETF

Investment

Advisory

Fees

ESG

MSCI

USA

Min

Vol

Factor

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.18%

MSCI

USA

Min

Vol

Factor

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.15

Notes

to

Financial

Statements

(continued)

28

2022

iShares

Annual

Report

to

Shareholders

The

share

of

securities

lending

income

earned

by

each

Fund

is

shown

as

securities

lending

income

–

affiliated

–

net

in

its Statements

of

Operations.

For

the year

ended July

31,

2022,

the

Funds

paid

BTC

the

following

amounts

for

securities

lending

agent

services:

Officers

and

Trustees:

Certain

officers

and/or

trustees

of

the

Trust

are

officers

and/or trustees

of

BlackRock

or

its

affiliates.

Other

Transactions:

Cross

trading

is

the

buying

or

selling

of

portfolio

securities

between

funds

to

which

BFA

(or

an

affiliate)

serves

as

investment

adviser.

At

its

regularly

scheduled

quarterly

meetings,

the

Board

reviews

such

transactions

as

of

the

most

recent

calendar

quarter

for

compliance

with

the

requirements

and

restrictions

set

forth

by

Rule

17a-7.

For

the

year

ended

July

31,

2022,

transactions

executed

by

the

Funds

pursuant

to

Rule

17a-7

under

the

1940

Act

were

as

follows:

Each

Fund

may

invest

its

positive

cash

balances

in

certain

money

market

funds

managed

by

BFA

or

an

affiliate.

The

income

earned

on

these

temporary

cash

investments

is

shown

as

dividends

–

affiliated

in

the

Statements

of

Operations.

A

fund,

in

order

to

improve

its

portfolio

liquidity

and

its

ability

to

track

its

underlying

index,

may

invest

in

shares

of

other

iShares

funds

that

invest

in

securities

in

the

fund’s

underlying

index.

7.

Purchases

and

Sales

For

the year

ended

July

31,

2022,

purchases

and

sales

of

investments,

excluding

short-term

investments

and

in-kind

transactions,

were

as

follows:

For

the year

ended

July

31,

2022,

in-kind

transactions

were

as

follows:

8.

Income

Tax

Information

Each

Fund

is

treated

as

an

entity

separate

from

the

Trust’s

other

funds

for

federal

income

tax

purposes.

It

is

each

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.

Management

has

analyzed

tax

laws

and

regulations

and

their

application

to

the

Funds

as

of

July

31,

2022,

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

Funds’

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

NAV

per

share.

As

of

July

31,

2022,

permanent

differences

attributable

to

realized

gains

(losses)

from

in-kind

redemptions

were

reclassified

to

the

following

accounts:

The

tax

character

of

distributions

paid

was

as

follows:

iShares

ETF

Fees

Paid

to

BTC

ESG

MSCI

USA

Min

Vol

Factor

..........................................................................................

$

19

‌

MSCI

USA

Min

Vol

Factor

..............................................................................................

163,513

‌

iShares

ETF

Purchases

Sales

Net

Realized

Gain

(Loss)

MSCI

USA

Min

Vol

Factor

..........................................................

$

1,113,751,955

‌

$

1,245,711,075

‌

$

(228,961,633

)

iShares

ETF

Purchases

Sales

ESG

MSCI

USA

Min

Vol

Factor

........................................................................

$

1,055,713

‌

$

1,039,165

‌

MSCI

USA

Min

Vol

Factor

............................................................................

5,712,103,639

‌

5,674,447,295

‌

iShares

ETF

In-kind

Purchases

In-kind

Sales

ESG

MSCI

USA

Min

Vol

Factor

........................................................................

$

6,261,416

‌

$

1,204,334

‌

MSCI

USA

Min

Vol

Factor

............................................................................

9,058,111,419

‌

7,990,470,626

‌

iShares

ETF

Paid-in

Capital

Accumulated

Earnings

(Loss)

ESG

MSCI

USA

Min

Vol

Factor

........................................................................

$

1,865

‌

$

(1,865

)

MSCI

USA

Min

Vol

Factor

............................................................................

2,397,418,141

‌

(2,397,418,141

)

iShares

ETF

Year

Ended

07/31/22

ESG

MSCI

USA

Min

Vol

Factor

Ordinary

income

..............................................................................................................

$

43,707

‌

Notes

to

Financial

Statements

(

continued)

29

Notes

to

Financial

Statements

As

of

July

31,

2022,

the

tax

components

of

accumulated

net earnings

(losses)

were

as

follows:

As

of

July

31,

2022,

gross

unrealized

appreciation

and

depreciation

based

on

cost

of

investments

(including

short

positions

and

derivatives,

if

any)

for

U.S.

federal

income

tax

purposes

were

as

follows:

9.

Principal

Risks

In

the

normal

course

of

business,

each

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

or

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

Funds

and

their

investments.

Each

Fund’s

prospectus

provides

details

of

the

risks

to

which

the

Fund

is

subject.

BFA

uses

a

“passive”

or

index

approach

to

try

to

achieve

each

Fund’s

investment

objective

following

the

securities

included

in

its

underlying

index

during

upturns

as

well

as

downturns.

BFA

does

not

take

steps

to

reduce

market

exposure

or

to

lessen

the

effects

of

a

declining

market.

Divergence

from

the

underlying

index

and

the

composition

of

the

portfolio

is

monitored

by

BFA.

The

Funds

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.

Market

Risk:

An

outbreak

of

respiratory

disease

caused

by

a

novel

coronavirus

has

developed

into

a

global

pandemic

and

has

resulted

in

closing

borders,

quarantines,

disruptions

to

supply

chains

and

customer

activity,

as

well

as

general

concern

and

uncertainty.

The

impact

of

this

pandemic,

and

other

global

health

crises

that

may

arise

in

the

future,

could

affect

the

economies

of

many

nations,

individual

companies

and

the

market

in

general

in

ways

that

cannot

necessarily

be

foreseen

at

the

present

time.

This

pandemic

may

result

in

substantial

market

volatility

and

may

adversely

impact

the

prices

and

liquidity

of

a

fund's

investments.

Although

vaccines

have

been

developed

and

approved

for

use

by

various

governments,

the

duration

of

this

pandemic

and

its

effects

cannot

be

determined

with

certainty.

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.

A

fund

may

invest

in

illiquid

investments.

An

illiquid

investment

is

any

investment

that

a

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.

A

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

a

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

a

fund

may

lose

value,

regardless

of

the

individual

results

of

the

securities

and

other

instruments

in

which

a

fund

invests. 

Counterparty

Credit

Risk:

The

Funds

may

be

exposed

to

counterparty

credit

risk,

or

the

risk

that

an

entity

may

fail

to

or

be

unable

to

perform

on

its

commitments

related

to

unsettled

or

open

transactions,

including

making

timely

interest

and/or

principal

payments

or

otherwise

honoring

its

obligations.

The

Funds

manage

counterparty

credit

risk

by

entering

into

transactions

only

with

counterparties

that

the

Manager

believes

have

the

financial

resources

to

honor

their

obligations

and

by

monitoring

the

financial

stability

of

those

counterparties.

Financial

assets,

which

potentially

expose

the

Funds

to

market,

issuer

and

counterparty

credit

risks,

consist

principally

of

financial

instruments

and

receivables

due

from

counterparties.

The

extent

of

the

Funds’

exposure

to

market,

issuer

and

counterparty

credit

risks

with

respect

to

these

financial

assets

is

approximately

their

value

recorded

in

the

Statements

of

Assets

and

Liabilities,

less

any

collateral

held

by

the

Funds.

A

derivative

contract

may

suffer

a

mark-to-market

loss

if

the

value

of

the

contract

decreases

due

to

an

unfavorable

change

in

the

market

rates

or

values

of

the

underlying

instrument.

Losses

can

also

occur

if

the

counterparty

does

not

perform

under

the

contract.

iShares

ETF

Year

Ended

07/31/22

Year

Ended

07/31/21

MSCI

USA

Min

Vol

Factor

Ordinary

income

..........................................................................................

$

377,829,879

‌

$

512,658,921

‌

iShares

ETF

Undistributed

Ordinary

Income

Non-expiring

Capital

Loss

Carryforwards

(a)

Net

Unrealized

Gains

(Losses)

(b)

Total

ESG

MSCI

USA

Min

Vol

Factor

...................................

$

10,550

‌

$

(144,558

)

$

(304,296

)

$

(438,304

)

MSCI

USA

Min

Vol

Factor

.......................................

69,395,548

‌

(1,983,684,771

)

2,715,999,438

‌

801,710,215

‌

(a)

Amounts

available

to

offset

future

realized

capital

gains.

(b)

The

difference

between

book-basis

and

tax-basis

unrealized

gains

(losses)

was

attributable

primarily

to

the

tax

deferral

of

losses

on

wash

sales

and

the

realization

for

tax

purposes

of

unrealized

gains

(losses)

on

certain

futures

contracts.

iShares

ETF

Tax

Cost

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

ESG

MSCI

USA

Min

Vol

Factor

....................................

$

4,956,544

‌

$

181,916

‌

$

(486,212

)

$

(304,296

)

MSCI

USA

Min

Vol

Factor

........................................

26,081,906,908

‌

3,969,764,115

‌

(1,253,764,677

)

2,715,999,438

‌

Notes

to

Financial

Statements

(continued)

30

2022

iShares

Annual

Report

to

Shareholders

With

exchange-traded

futures,

there

is

less

counterparty

credit

risk

to

the

Funds

since

the

exchange

or

clearinghouse,

as

counterparty

to

such

instruments,

guarantees

against

a

possible

default.

The

clearinghouse

stands

between

the

buyer

and

the

seller

of

the

contract;

therefore,

credit

risk

is

limited

to

failure

of

the

clearinghouse.

While

offset

rights

may

exist

under

applicable

law, a

Fund

does

not

have

a

contractual

right

of

offset

against

a

clearing

broker

or

clearinghouse

in

the

event

of

a

default

(including

the

bankruptcy

or

insolvency).

Additionally,

credit

risk

exists

in

exchange-traded

futures

with

respect

to

initial

and

variation

margin

that

is

held

in

a

clearing

broker’s

customer

accounts.

While

clearing

brokers

are

required

to

segregate

customer

margin

from

their

own

assets,

in

the

event

that

a

clearing

broker

becomes

insolvent

or

goes

into

bankruptcy

and

at

that

time

there

is

a

shortfall

in

the

aggregate

amount

of

margin

held

by

the

clearing

broker

for

all

its

clients,

typically

the

shortfall

would

be

allocated

on

a

pro

rata

basis

across

all

the

clearing

broker’s

customers,

potentially

resulting

in

losses

to

the

Funds.

Concentration

Risk:

A

diversified

portfolio,

where

this

is

appropriate

and

consistent

with

a

fund’s

objectives,

minimizes

the

risk

that

a

price

change

of

a

particular

investment

will

have

a

material

impact

on

the

NAV

of

a

fund.

The

investment

concentrations

within

each

Fund’s

portfolio

are

disclosed

in

its

Schedule

of

Investments.

Significant

Shareholder

Redemption

Risk:

Certain

shareholders

may

own

or

manage

a

substantial

amount

of

fund

shares

and/or

hold

their

fund

investments

for

a

limited

period

of

time.

Large

redemptions

of

fund

shares

by

these

shareholders

may

force

a

fund

to

sell

portfolio

securities,

which

may

negatively

impact

the

fund’s

NAV,

increase

the

fund’s

brokerage

costs,

and/or

accelerate

the

realization

of

taxable

income/gains

and

cause

the

fund

to

make

additional

taxable

distributions

to

shareholders.

LIBOR

Transition

Risk:

The

United

Kingdom’s

Financial

Conduct

Authority

announced

a

phase

out

of

the

London

Interbank

Offered

Rate

(“LIBOR”).

Although

many

LIBOR

rates

ceased

to

be

published

or

no

longer

are

representative

of

the

underlying

market

they

seek

to

measure

after

December

31,

2021,

a

selection

of

widely

used

USD

LIBOR

rates

will

continue

to

be

published

through

June

2023

in

order

to

assist

with

the

transition.

The

Funds

may

be

exposed

to

financial

instruments

tied

to

LIBOR

to

determine

payment

obligations,

financing

terms,

hedging

strategies

or

investment

value.

The

transition

process

away

from

LIBOR

might

lead

to

increased

volatility

and

illiquidity

in

markets

for,

and

reduce

the

effectiveness

of

new

hedges

placed

against,

instruments

whose

terms

currently

include

LIBOR.

The

ultimate

effect

of

the

LIBOR

transition

process

on

the

Funds

is

uncertain.

10.

Capital

Share

Transactions 

Capital

shares

are

issued

and

redeemed

by each

Fund

only

in

aggregations

of

a

specified

number

of

shares

or

multiples

thereof

(“Creation

Units”)

at

NAV.

Except

when

aggregated

in

Creation

Units,

shares

of each

Fund

are

not

redeemable.

Transactions

in

capital

shares

were

as

follows:

The

consideration

for

the

purchase

of

Creation

Units

of

a

fund

in

the

Trust

generally

consists

of

the

in-kind

deposit

of

a

designated

portfolio

of

securities

and

a

specified

amount

of

cash.

Certain

funds

in

the

Trust

may

be

offered

in

Creation

Units

solely

or

partially

for

cash

in

U.S.

dollars.

Investors

purchasing

and

redeeming

Creation

Units

may

pay

a

purchase

transaction

fee

and

a

redemption

transaction

fee

directly

to

BRIL,

to

offset

transfer

and

other

transaction

costs

associated

with

the

issuance

and

redemption

of

Creation

Units,

including

Creation

Units

for

cash.

Investors

transacting

in

Creation

Units

for

cash

may

also

pay

an

additional

variable

charge

to

compensate

the

relevant

fund

for

certain

transaction

costs

(i.e.,

stamp

taxes,

taxes

on

currency

or

other

financial

transactions,

and

brokerage

costs)

and

market

impact

expenses

relating

to

investing

in

portfolio

securities.

Such

variable

charges,

if

any,

are

included

in

shares

sold

in

the

table

above.

From

time

to

time,

settlement

of

securities

related

to

in-kind

contributions

or

in-kind

redemptions

may

be

delayed.

In

such

cases,

securities

related

to

in-kind

transactions

are

reflected

as

a

receivable

or

a

payable

in

the

Statements

of

Assets

and

Liabilities.

11.

Subsequent

Events

Management

has

evaluated

the

impact

of

all

subsequent

events

on

the

Funds

through

the

date

the

financial

statements

were

available

to

be

issued

and

has

determined

that

there

were

no

subsequent

events

requiring

adjustment

or

additional

disclosure

in

the

financial

statements.

Year

Ended

07/31/22

Year

Ended

07/31/21

iShares

ETF

Shares

Amount

Shares

Amount

ESG

MSCI

USA

Min

Vol

Factor

(a)

Shares

sold

...............................................

250,000

‌

$

6,279,385

‌

—

‌

$

—

‌

Shares

redeemed

...........................................

(50,000

)

(1,206,860

)

—

‌

—

‌

200,000

‌

$

5,072,525

‌

—

‌

$

—

‌

MSCI

USA

Min

Vol

Factor

Shares

sold

...............................................

121,200,000

‌

$

9,094,785,815

‌

25,300,000

‌

$

1,741,186,816

‌

Shares

redeemed

...........................................

(106,500,000

)

(7,974,987,465

)

(196,200,000

)

(13,322,338,890

)

14,700,000

‌

$

1,119,798,350

‌

(170,900,000

)

$

(11,581,152,074

)

(a)

The

Fund

commenced

operations

on

November

2,

2021.

Report

of

Independent

Registered

Public

Accounting

Firm

31

Report

of

Independent

Registered

Public

Accounting

Firm

To

the

Board

of

Trustees

of

 iShares

Trust

and

Shareholders

of

each

of

the two funds

listed

in

the

table

below

Opinions

on

the

Financial

Statements

We

have

audited

the

accompanying

statements

of

assets

and

liabilities,

including

the

schedules

of

investments,

of

each

of

the

funds

listed

in

the

table

below

(two

of

the

funds

constituting

iShares

Trust,

hereafter

collectively

referred

to

as

the

“Funds”)

as

of

July

31,

2022,

the

related

statements

of

operations

and

of

changes

in

net

assets

for

each

of

the

periods

indicated

in

the

table

below,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the periods

indicated

therein (collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

each

of

the

Funds

as

of

July

31,

2022,

the

results

of

each

of

their

operations

and

the

changes

in

each

of

their

net

assets

for

the

periods

indicated

in

the

table

below,

and

each

of

the

financial

highlights

for

each

of

the

periods

indicated

therein,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinions

These

financial

statements

are

the

responsibility

of

the

Funds’

management.

Our

responsibility

is

to

express

an

opinion

on

the

Funds’

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

to

be

independent

with

respect

to

the

Funds

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

of

these

financial

statements

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

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

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.

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.

Our

procedures

included

confirmation

of

securities

owned

as

of

July

31,

2022 by

correspondence

with

the

custodian,

transfer

agent

and

brokers. 

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinions.

/s/PricewaterhouseCoopers

LLP

Philadelphia,

Pennsylvania

September

23,

2022

We

have

served

as

the

auditor

of

one

or

more

BlackRock

investment

companies

since

2000.

    iShares

ESG

MSCI

USA

Min

Vol

Factor

ETF

(1)

    iShares

MSCI

USA

Min

Vol

Factor

ETF

(2)

(1)

Statement

of

operations

and

statement

of

changes

in

net

assets

for

the

period

November

2,

2021

(commencement

of

operations)

to

July

31,

2022.

(2)

Statement

of

operations

for

the

year

ended

July

31,

2022

and

statements

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

July

31,

2022.

Important

Tax

Information

(unaudited)

32

2022

iShares

Annual

Report

to

Shareholders

The

following

amounts,

or

maximum

amounts

allowable

by

law,

are

hereby

designated

as

qualified

dividend

income

for

individuals

for

the

fiscal

year

ended

July

31,

2022:

The

following

amounts,

or

maximum

amounts

allowable

by

law,

are

hereby

designated

as

qualified

business

income

for

individuals

for

the

fiscal

year

ended

July

31,

2022:

U

The

following

percentages,

or

maximum

percentages

allowable

by

law,

of

ordinary

income

distributions

paid

during

the

fiscal

year

ended

July

31,

2022

qualified

for

the

dividends-received

deduction

for

corporate

shareholders:

iShares

ETF

Qualified

Dividend

Income

ESG

MSCI

USA

Min

Vol

Factor

...........................................................................................

$

56,372‌

MSCI

USA

Min

Vol

Factor

...............................................................................................

426,037,346‌

iShares

ETF

Qualified

Business

Income

ESG

MSCI

USA

Min

Vol

Factor

...........................................................................................

$

317‌

MSCI

USA

Min

Vol

Factor

...............................................................................................

6,858,708‌

iShares

ETF

Dividends-Received

Deduction

ESG

MSCI

USA

Min

Vol

Factor

...........................................................................................

100.00‌%

MSCI

USA

Min

Vol

Factor

...............................................................................................

98.23‌ 

Board

Review

and

Approval

of

Investment

Advisory

Contract

33

Board

Review

and

Approval

of

Investment

Advisory

Contract

iShares

ESG

MSCI

USA

Min

Vol

Factor

ETF

(the

“Fund”)

Under

Section

15(c)

of

the

Investment

Company

Act

of

1940

(the

“1940

Act”),

the

Trust’s

Board

of

Trustees

(the

“Board”),

including

a

majority

of

Trustees

who

are

not

“interested

persons”

of

the

Trust

(as

that

term

is

defined

in

the

1940

Act)

(the

“Independent

Board

Members”),

is

required

to

consider

and

approve

the

proposed

Investment

Advisory

Contract

between

the

Trust

and

BFA

(the

“Advisory

Contract”)

on

behalf

of

the

Fund.

The

Independent

Trustees

requested,

and

BFA

provided,

such

information

as

the

Independent

Board

Members,

with

advice

from

independent

counsel,

deemed

reasonably

necessary

to

evaluate

the

terms

of

the

proposed

Advisory

Contract.

At

a

meeting

held

on

September

29

–

October

1,

2021,

the

Board,

including

the

Independent

Board

Members,

approved

the

selection

of

BFA

as

investment

adviser

and

approved

the

proposed

Advisory

Contract

for

the

Fund,

based

on

a

review

of

qualitative

and

quantitative

information

provided

by

BFA.

The

Board

also

considered

information

previously

provided

by

BFA,

BlackRock

Institutional

Trust

Company,

N.A.

(“BTC”),

and

BlackRock,

Inc.

(“BlackRock”),

as

applicable,

at

prior

Board

meetings.

The

Independent

Board

Members

were

advised

by

their

independent

counsel

throughout

the

process,

including

about

the

legal

standards

applicable

to

their

review.

In

approving

the

Advisory

Contract

for

the

Fund,

the

Board,

including

the

Independent

Board

Members,

considered

various

factors,

including:

(i)

the

expenses

of

the

Fund;

(ii)

the

nature,

extent

and

quality

of

the

services

to

be

provided

by

BFA;

(iii)

the

costs

of

services

to

be

provided

to

the

Fund

and

the

availability

of

information

related

to

profits

to

be

realized

by

BFA

and

its

affiliates;

(iv)

potential

economies

of

scale

and

the

sharing

of

related

benefits;

(v)

the

fees

and

services

provided

for

other

comparable

funds/accounts

managed

by

BFA

and

its

affiliates;

and

(vi)

other

benefits

to

BFA

and/or

its

affiliates.

The

material

factors,

no

one

of

which

was

controlling,

and

conclusions

that

formed

the

basis

for

the

Board,

including

the

Independent

Board

Members,

to

approve

the

Advisory

Contract

are

discussed

below.

Expenses

of

the

Fund:

The

Board

reviewed

statistical

information

prepared

by

Broadridge

Financial

Solutions

Inc.

(“Broadridge”),

an

independent

provider

of

investment

company

data,

regarding

the

expense

ratio

components

of

the

Fund

in

comparison

with

the

same

information

for

other

ETFs,

objectively

selected

by

Broadridge

as

comprising

the

Fund’s

applicable

peer

group

pursuant

to

Broadridge’s

proprietary

ETF

methodology

(the

“Peer

Group”).

The

Board

was

provided

with

a

detailed

description

of

the

proprietary

ETF

methodology

used

by

Broadridge

to

determine

the

Fund’s

Peer

Group.

The

Board

further

noted

that

due

to

the

limitations

in

providing

comparable

funds

in

the

Peer

Group,

the

statistical

information

provided

in

Broadridge’s

report

may

or

may

not

provide

meaningful

direct

comparisons

to

the

Fund

in

all

instances.

The

Board

also

noted

that

the

overall

fund

expenses

(net

of

any

waivers

and

reimbursements)

for

the

Fund

were

lower

than

the

median

of

the

overall

fund

expenses

(net

of

any

waivers

and

reimbursements)

of

the

funds

in

its

Peer

Group,

excluding

iShares

funds.

Based

on

this

review,

the

other

factors

considered

at

the

meeting,

and

their

general

knowledge

of

ETF

pricing,

the

Board

concluded

that

the

investment

advisory

fee

rate

and

expense

level

of

the

Fund

supported

the

Board’s

approval

of

the

Advisory

Contract.

Nature,

Extent

and

Quality

of

Services:

The

Board

reviewed

the

scope

of

services

to

be

provided

by

BFA

under

the

Advisory

Contract.

In

reviewing

the

scope

of

these

services,

the

Board

considered

BFA’s

investment

philosophy

and

experience,

noting

that

BFA

and

its

affiliates

have

committed

significant

resources

over

time

and

have

made

significant

investments

into

the

iShares

business

to

support

the

iShares

funds

and

their

shareholders.

The

Board

considered

representations

by

BFA,

BTC,

and

BlackRock

that

the

scope

and

quality

of

services

to

be

provided

to

the

Fund

would

be

similar

to

the

scope

and

quality

of

services

provided

to

other

iShares

funds.

The

Board

also

considered

BFA’s

compliance

program

and

its

compliance

record

with

respect

to

other

iShares

funds.

In

that

regard,

the

Board

noted

that

BFA

reports

to

the

Board

about

portfolio

management

and

compliance

matters

on

a

periodic

basis

in

connection

with

regularly

scheduled

meetings

of

the

Board,

and

on

other

occasions

as

necessary

and

relevant,

and

has

provided

information

and

made

appropriate

officers

and

other

employees

of

BFA

(and

its

affiliates)

available

as

needed

to

provide

further

assistance

with

these

matters.

The

Board

also

reviewed

the

background

and

experience

of

the

persons

who

will

be

responsible

for

the

day-to-day

management

of

the

Fund,

as

well

as

the

resources

that

will

be

available

to

them

in

managing

the

Fund.

The

Board

also

considered

detailed

presentations

regarding

BFA’s

investment

performance,

investment

and

risk

management

processes

and

strategies,

which

were

provided

throughout

the

year

with

respect

to

other

iShares

funds.

Based

on

review

of

this

information,

the

Board

concluded

that

the

nature,

extent

and

quality

of

services

to

be

provided

to

the

Fund

under

the

Advisory

Contract

supported

the

Board’s

approval

of

the

Advisory

Contract.

Costs

of

Services

to

be

Provided

to

the

Fund

and

Profits

to

be

Realized

by

BFA

and

Affiliates:

The

Board

did

not

consider

the

profitability

of

the

Fund

to

BFA

based

on

the

fees

payable

under

the

Advisory

Contract

or

revenue

to

be

received

by

BFA

or

its

affiliates

in

connection

with

services

to

be

provided

to

the

Fund

since

the

proposed

relationship

had

not

yet

commenced.

The

Board

noted

that

it

expects

to

receive

profitability

information

from

BFA

periodically

following

the

Fund’s

launch

and

will

thus

be

in

a

position

to

evaluate

whether

any

new

or

additional

breakpoints

or

other

adjustments

in

Fund

fees

would

be

appropriate.

Economies

of

Scale:

The

Board

considered

information

that

it

had

previously

received

regarding

economies

of

scale,

efficiencies

and

scale

benefits

shared

with

the

iShares

funds

through

relatively

low

fee

rates

established

at

inception,

breakpoints

and

waivers

or

other

fee

reductions,

as

well

as

through

additional

investment

in

the

iShares

business

and

the

provision

of

improved

or

additional

infrastructure

and

services

to

the

iShares

funds

and

their

shareholders.

The

Board

noted

that

the

Advisory

Contract

for

the

Fund

did

not

provide

for

any

breakpoints

in

the

Fund’s

investment

advisory

fee

rate

as

the

assets

of

the

Fund

increase.

However,

the

Board

noted

that

it

would

continue

to

assess

the

appropriateness

of

adding

breakpoints

in

the

future.

This

consideration

of

potential

economies

of

scale

and

the

sharing

of

related

benefits,

as

well

as

the

other

factors

considered

at

the

meeting,

supported

the

Board’s

approval

of

the

Advisory

Contract.

Fees

and

Services

Provided

for

Other

Comparable

Funds/Accounts

Managed

by

BFA

and

its

Affiliates:

The

Board

considered

information

regarding

the

investment

advisory/management

fee

rates

for

other

funds/accounts

in

the

U.S.

for

which

BFA

(or

its

affiliates)

provides

investment

advisory/management

services,

including

open-

end

funds

registered

under

the

1940

Act

(including

sub-advised

funds),

collective

trust

funds,

and

institutional

separate

accounts

(collectively,

the

“Other

Accounts”),

and

acknowledged

BFA’s

assertion

that

the

iShares

funds

are

fundamentally

different

investment

vehicles

from

the

Other

Accounts.

The

Board

noted

that

BFA

and

its

affiliates

do

not

manage

Other

Accounts

with

substantially

the

same

investment

objective

and

strategy

as

the

Fund

and

that

track

the

same

index

as

the

Fund.

The

Board

further

noted

that

BFA

previously

provided

the

Board

with

detailed

information

regarding

how

the

Other

Accounts

(particularly

institutional

clients)

generally

differ

from

the

iShares

funds,

including

in

terms

of

the

different

and

generally

more

extensive

services

provided

to

the

iShares

funds,

as

well

as

other

significant

differences.

In

that

regard,

the

Board

considered

that

the

pricing

of

services

to

institutional

clients

is

typically

based

on

a

number

of

factors

beyond

the

nature

and

extent

of

the

specific

services

to

be

provided

and

often

depends

on

the

overall

relationship

between

the

client

and

its

affiliates

and

the

adviser

and

its

affiliates.

In

addition,

the

Board

considered

the

relative

complexity

and

Board

Review

and

Approval

of

Investment

Advisory

Contract

(continued)

34

2022

iShares

Annual

Report

to

Shareholders

inherent

risks

and

challenges

of

managing

and

providing

other

services

to

the

Fund,

as

a

publicly

traded

investment

vehicle,

as

compared

to

the

Other

Accounts,

particularly

those

that

are

institutional

clients,

in

light

of

differing

regulatory

requirements

and

client-imposed

mandates.

The

Board

considered

the

“all-inclusive”

nature

of

the

Fund’s

advisory

fee

structure,

and

the

Fund’s

expenses

borne

by

BFA

under

this

arrangement.

Other

Benefits

to

BFA

and/or

its

Affiliates:

Except

as

noted

below,

the

Board

did

not

consider

the

“fallout”

benefits

or

ancillary

revenue

to

be

received

by

BFA

and/or

its

affiliates

in

connection

with

the

services

to

be

provided

to

the

Fund

by

BFA

since

the

proposed

relationship

had

not

yet

commenced.

However,

the

Board

noted

that

BFA

generally

does

not

use

soft

dollars

or

consider

the

value

of

research

or

other

services

that

may

be

provided

to

BFA

(including

its

affiliates)

in

selecting

brokers

for

portfolio

transactions

for

the

Fund.

The

Board

considered

the

potential

payment

of

advisory

fees

and/or

administration

fees

to

BFA

(or

its

affiliates)

in

connection

with

any

investments

by

the

Fund

in

other

funds

for

which

BFA

(or

its

affiliates)

provides

investment

advisory

services

and/or

administration

services.

The

Board

also

noted

the

potential

revenue

to

be

received

by

BFA

and/or

its

affiliates

pursuant

to

an

agreement

that

would

permit

a

service

provider

to

use

certain

portions

of

BlackRock’s

technology

platform

to

service

accounts

managed

by

BFA

and/or

its

affiliates,

including

the

iShares

funds.

The

Board

also

considered

the

potential

for

revenue

to

BTC,

the

Fund’s

securities

lending

agent,

and

its

affiliates

in

the

event

of

any

loaning

of

portfolio

securities

of

the

Fund.

The

Board

further

noted

that

any

portfolio

transactions

on

behalf

of

the

Fund

placed

through

a

BFA

affiliate

or

purchased

from

an

underwriting

syndicate

in

which

a

BFA

affiliate

participates

(including

associated

commissions),

will

be

reported

to

the

Board

pursuant

to

Rule

17e-1

or

Rule

10f-3,

as

applicable,

under

the

1940

Act.

The

Board

concluded

that

any

such

ancillary

benefits

would

not

be

disadvantageous

to

the

Fund

and

thus

would

not

alter

the

Board’s

conclusion

with

respect

to

the

appropriateness

of

approving

the

Advisory

Contract.

Conclusion:

Based

on

a

review

of

the

factors

described

above,

as

well

as

such

other

factors

as

deemed

appropriate

by

the

Board,

the

Board,

including

all

of

the

Independent

Board

Members,

determined

that

the

Fund

investment

advisory

fee

rate

under

the

Advisory

Contract

does

not

constitute

a

fee

that

is

so

disproportionately

large

as

to

bear

no

reasonable

relationship

to

the

services

to

be

rendered

and

that

could

not

have

been

the

product

of

arm’s-length

bargaining,

and

concluded

to

approve

the

Advisory

Contract.

iShares

MSCI

USA

Min

Vol

Factor

ETF

(the

“Fund”)

Under

Section

15(c)

of

the

Investment

Company

Act

of

1940

(the

“1940

Act”),

the

Trust's

Board

of

Trustees

(the

“Board”),

including

a

majority

of

Board

Members

who

are

not

“interested

persons”

of

the

Trust

(as

that

term

is

defined

in

the

1940

Act)

(the

“Independent

Board

Members”),

is

required

annually

to

consider

and

approve

the

Investment

Advisory

Agreement

between

the

Trust

and

BFA

(the

“Advisory

Agreement”)

on

behalf

of

the

Fund.

The

Board’s

consideration

entails

a

year-long

process

whereby

the

Board

and

its

committees

(composed

solely

of

Independent

Board

Members)

assess

BlackRock’s

services

to

the

Fund,

including

investment

management;

fund

accounting;

administrative

and

shareholder

services;

oversight

of

the

Fund’s

service

providers;

risk

management

and

oversight;

legal

and

compliance

services;

and

ability

to

meet

applicable

legal

and

regulatory

requirements.

The

Independent

Board

Members

requested,

and

BFA

provided,

such

information

as

the

Independent

Board

Members,

with

advice

from

independent

counsel,

deemed

reasonably

necessary

to

evaluate

the

Advisory

Agreement.

At

meetings

on

May

3,

2022

and

May

18,

2022,

a

committee

composed

of

all

of

the

Independent

Board

Members

(the

“15(c)

Committee”),

with

independent

counsel,

met

with

management

and

reviewed

and

discussed

information

provided

in

response

to

initial

requests

of

the

15(c)

Committee

and/or

its

independent

counsel,

and

requested

certain

additional

information,

which

management

agreed

to

provide.

At

a

meeting

held

on

June

13-15,

2022,

the

Board,

including

the

Independent

Board

Members,

reviewed

the

additional

information

provided

by

management

in

response

to

these

requests.

After

extensive

discussions

and

deliberations,

the

Board,

including

all

of

the

Independent

Board

Members,

approved

the

continuance

of

the

Advisory

Agreement

for

the

Fund,

based

on

a

review

of

qualitative

and

quantitative

information

provided

by

BFA

and

their

cumulative

experience

as

Board

Members.

The

Board

noted

its

satisfaction

with

the

extent

and

quality

of

information

provided

and

its

frequent

interactions

with

management,

as

well

as

the

detailed

responses

and

other

information

provided

by

BFA.

The

Independent

Board

Members

were

advised

by

their

independent

counsel

throughout

the

process,

including

about

the

legal

standards

applicable

to

their

review.

In

approving

the

continuance

of

the

Advisory

Agreement

for

the

Fund,

the

Board,

including

the

Independent

Board

Members,

considered

various

factors,

including:

(i)

the

expenses

and

performance

of

the

Fund;

(ii)

the

nature,

extent

and

quality

of

the

services

provided

by

BFA;

(iii)

the

costs

of

services

provided

to

the

Fund

and

profits

realized

by

BFA

and

its

affiliates;

(iv)

potential

economies

of

scale

and

the

sharing

of

related

benefits;

(v)

the

fees

and

services

provided

for

other

comparable

funds/accounts

managed

by

BFA

and

its

affiliates;

and

(vi)

other

benefits

to

BFA

and/or

its

affiliates.

The

material

factors,

none

of

which

was

controlling,

and

conclusions

that

formed

the

basis

for

the

Board,

including

the

Independent

Board

Members,

to

approve

the

continuance

of

the

Advisory

Agreement

are

discussed

below.

Expenses

and

Performance

of

the

Fund:

The

Board

reviewed

statistical

information

prepared

by

Broadridge

Financial

Solutions

Inc.

(“Broadridge”),

an

independent

provider

of

investment

company

data,

regarding

the

expense

ratio

components,

including

gross

and

net

total

expenses,

fees

and

expenses

of

another

fund

in

which

the

Fund

invests

(if

applicable),

and

waivers/reimbursements

(if

applicable)

of

the

Fund

in

comparison

with

the

same

information

for

other

ETFs,

objectively

selected

by

Broadridge

as

comprising

the

Fund’s

applicable

expense

peer

group

pursuant

to

Broadridge’s

proprietary

ETF

methodology

(the

“Peer

Group”).

The

Board

was

provided

with

a

detailed

description

of

the

proprietary

ETF

methodology

used

by

Broadridge

to

determine

the

Fund’s

Peer

Group.

The

Board

noted

that,

due

to

the

limitations

in

providing

comparable

funds

in

the

Peer

Group,

the

statistical

information

provided

in

Broadridge’s

report

may

or

may

not

provide

meaningful

direct

comparisons

to

the

Fund

in

all

instances.

The

Board

also

noted

that

the

investment

advisory

fee

rate

and

overall

expenses

(net

of

waivers

and

reimbursements)

for

the

Fund

were

lower

than

the

median

of

the

investment

advisory

fee

rates

and

overall

expenses

(net

of

waivers

and

reimbursements)

of

the

funds

in

its

Peer

Group,

excluding

iShares

funds.

In

addition,

to

the

extent

that

any

of

the

comparison

funds

included

in

the

Peer

Group,

excluding

iShares

funds,

track

the

same

index

as

the

Fund,

Broadridge

also

provided,

and

the

Board

reviewed,

a

comparison

of

the

Fund’s

performance

for

the

one-year,

three-year,

five-year,

ten-year,

and

since

inception

periods,

as

applicable,

and

for

the

quarter

ended

December

31,

2021,

to

that

of

such

relevant

comparison

fund(s)

for

the

same

periods.

The

Board

noted

that

the

Fund

seeks

to

track

its

specified

underlying

index

and

that,

during

the

year,

the

Board

received

periodic

reports

on

the

Fund’s

short-

and

longer-term

performance

in

comparison

with

its

underlying

index.

Such

periodic

comparative

performance

information,

including

additional

detailed

information

as

requested

by

the

Board,

was

also

considered.

The

Board

noted

that

the

Fund

generally

performed

in

line

with

its

underlying

index

over

the

relevant

periods.

Based

on

this

review,

the

other

factors

considered

at

the

meeting,

and

their

general

knowledge

of

ETF

pricing,

the

Board

concluded

that

the

investment

advisory

fee

rate

and

expense

level

and

the

historical

performance

of

the

Fund

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Nature,

Extent

and

Quality

of

Services

Provided:

Based

on

management’s

representations,

including

information

about

recent

enhancements

and

initiatives

with

respect

to

the

iShares

business,

including

with

respect

to

capital

markets

support

and

analysis,

technology,

portfolio

management,

product

design

and

quality,

compliance

and

risk

Board

Review

and

Approval

of

Investment

Advisory

Contract

(

continued)

35

Board

Review

and

Approval

of

Investment

Advisory

Contract

management,

global

public

policy

and

other

services,

the

Board

expected

that

there

would

be

no

diminution

in

the

scope

of

services

required

of

or

provided

by

BFA

under

the

Advisory

Agreement

for

the

coming

year

as

compared

with

the

scope

of

services

provided

by

BFA

during

prior

years.

In

reviewing

the

scope

of

these

services,

the

Board

considered

BFA’s

investment

philosophy

and

experience,

noting

that

BFA

and

its

affiliates

have

committed

significant

resources

over

time,

including

during

the

past

year,

to

support

the

iShares

funds

and

their

shareholders

and

have

made

significant

investments

into

the

iShares

business.

The

Board

also

considered

BFA’s

compliance

program

and

its

compliance

record

with

respect

to

the

Fund.

In

that

regard,

the

Board

noted

that

BFA

reports

to

the

Board

about

portfolio

management

and

compliance

matters

on

a

periodic

basis

in

connection

with

regularly

scheduled

meetings

of

the

Board,

and

on

other

occasions

as

necessary

and

appropriate,

and

has

provided

information

and

made

relevant

officers

and

other

employees

of

BFA

(and

its

affiliates)

available

as

needed

to

provide

further

assistance

with

these

matters.

The

Board

also

reviewed

the

background

and

experience

of

the

persons

responsible

for

the

day-to-day

management

of

the

Fund,

as

well

as

the

resources

available

to

them

in

managing

the

Fund.

In

addition

to

the

above

considerations,

the

Board

reviewed

and

considered

detailed

presentations

regarding

BFA’s

investment

performance,

investment

and

risk

management

processes

and

strategies,

provided

at

the

May

3,

2022

meeting

and

throughout

the

year,

and

matters

related

to

BFA’s

portfolio

compliance

program.

Based

on

review

of

this

information,

and

the

performance

information

discussed

above,

the

Board

concluded

that

the

nature,

extent

and

quality

of

services

provided

to

the

Fund

under

the

Advisory

Agreement

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Costs

of

Services

Provided

to

the

Fund

and

Profits

Realized

by

BFA

and

its

Affiliates:

The

Board

reviewed

information

about

the

estimated

profitability

to

BlackRock

in

managing

the

Fund,

based

on

the

fees

payable

to

BFA

and

its

affiliates

(including

fees

under

the

Advisory

Agreement),

and

other

sources

of

revenue

and

expense

to

BFA

and

its

affiliates

from

the

Fund’s

operations

for

the

last

calendar

year.

The

Board

reviewed

BlackRock’s

methodology

for

calculating

estimated

profitability

of

the

iShares

funds,

noting

that

the

15(c)

Committee

and

the

Board

had

focused

on

the

methodology

and

profitability

presentation.

The

Board

recognized

that

profitability

may

be

affected

by

numerous

factors,

including,

among

other

things,

fee

waivers

by

BFA,

the

types

of

funds

managed,

expense

allocations

and

business

mix.

The

Board

thus

recognized

that

calculating

and

comparing

profitability

at

individual

fund

levels

is

challenging.

The

Board

discussed

with

management

the

sources

of

direct

and

ancillary

revenue,

including

the

revenues

to

BTC,

a

BlackRock

affiliate,

from

securities

lending

by

the

Fund.

The

Board

also

discussed

BFA’s

estimated

profit

margin

as

reflected

in

the

Fund’s

profitability

analysis

and

reviewed

information

regarding

potential

economies

of

scale

(as

discussed

below).

Based

on

this

review,

the

Board

concluded

that

the

information

considered

with

respect

to

the

profits

realized

by

BFA

and

its

affiliates

under

the

Advisory

Agreement

and

from

other

relationships

between

the

Fund

and

BFA

and/or

its

affiliates,

if

any,

as

well

as

the

other

factors

considered

at

the

meeting,

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Economies

of

Scale:

The

Board

reviewed

information

and

considered

the

extent

to

which

economies

of

scale

might

be

realized

as

the

assets

of

the

Fund

increase,

noting

that

the

issue

of

potential

economies

of

scale

had

been

focused

on

by

the

15(c)

Committee

and

the

Board

during

their

meetings

and

addressed

by

management.

The

15(c)

Committee

and

the

Board

received

information

regarding

BlackRock’s

historical

estimated

profitability,

including

BFA’s

and

its

affiliates’

estimated

costs

in

providing

services.

The

estimated

cost

information

distinguished,

among

other

things,

between

fixed

and

variable

costs,

and

showed

how

the

level

and

nature

of

fixed

and

variable

costs

may

impact

the

existence

or

size

of

scale

benefits,

with

the

Board

recognizing

that

potential

economies

of

scale

are

difficult

to

measure.

The

15(c)

Committee

and

the

Board

reviewed

information

provided

by

BFA

regarding

the

sharing

of

scale

benefits

with

the

iShares

funds

through

various

means,

including,

as

applicable,

through

relatively

low

fee

rates

established

at

inception,

breakpoints,

waivers,

or

other

fee

reductions,

as

well

as

through

additional

investment

in

the

iShares

business

and

the

provision

of

improved

or

additional

infrastructure

and

services

to

the

iShares

funds

and

their

shareholders.

The

Board

noted

that

the

Advisory

Agreement

for

the

Fund

did

not

provide

for

breakpoints

in

the

Fund’s

investment

advisory

fee

rate

as

the

assets

of

the

Fund

increase.

However,

the

Board

noted

that

it

would

continue

to

assess

the

appropriateness

of

adding

breakpoints

in

the

future.

The

Board

concluded

that

this

review

of

potential

economies

of

scale

and

the

sharing

of

related

benefits,

as

well

as

the

other

factors

considered

at

the

meeting,

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Fees

and

Services

Provided

for

Other

Comparable

Funds/Accounts

Managed

by

BFA

and

its

Affiliates:

The

Board

received

and

considered

information

regarding

the

investment

advisory/management

fee

rates

for

other

funds/accounts

in

the

U.S.

for

which

BFA

(or

its

affiliates)

provides

investment

advisory/management

services,

including

open-end

funds

registered

under

the

1940

Act

(including

sub-advised

funds),

collective

trust

funds,

and

institutional

separate

accounts

(collectively,

the

“Other

Accounts”).

The

Board

acknowledged

BFA’s

representation

that

the

iShares

funds

are

fundamentally

different

investment

vehicles

from

the

Other

Accounts.

The

Board

received

detailed

information

regarding

how

the

Other

Accounts

generally

differ

from

the

Fund,

including

in

terms

of

the

types

of

services

and

generally

more

extensive

services

provided

to

the

Fund,

as

well

as

other

significant

differences.

In

that

regard,

the

Board

considered

that

the

pricing

of

services

to

institutional

clients

is

typically

based

on

a

number

of

factors

beyond

the

nature

and

extent

of

the

specific

services

to

be

provided

and

often

depends

on

the

overall

relationship

between

the

client

and

its

affiliates

and

the

adviser

and

its

affiliates.

In

addition,

the

Board

considered

the

relative

complexity

and

inherent

risks

and

challenges

of

managing

and

providing

other

services

to

the

Fund,

as

a

publicly

traded

investment

vehicle,

as

compared

to

the

Other

Accounts,

particularly

those

that

are

institutional

clients,

in

light

of

differing

regulatory

requirements

and

client-imposed

mandates.

The

Board

noted

that

BFA

and

its

affiliates

manage

Other

Accounts

with

substantially

the

same

investment

objective

and

strategy

as

the

Fund

and

that

track

the

same

index

as

the

Fund.

The

Board

also

acknowledged

management’s

assertion

that,

for

certain

iShares

funds,

and

for

client

segmentation

purposes,

BlackRock

has

launched

an

iShares

fund

that

may

provide

a

similar

investment

exposure

at

a

lower

investment

advisory

fee

rate.

The

Board

considered

the

“all-inclusive”

nature

of

the

Fund’s

advisory

fee

structure,

and

the

Fund’s

expenses

borne

by

BFA

under

this

arrangement

and

noted

that

the

investment

advisory

fee

rate

under

the

Advisory

Agreement

for

the

Fund

was

generally

higher

than

the

investment

advisory/management

fee

rates

for

certain

of

the

Other

Accounts

(particularly

institutional

clients)

and

concluded

that

the

differences

appeared

to

be

consistent

with

the

factors

discussed.

Other

Benefits

to

BFA

and/or

its

Affiliates:

The

Board

reviewed

other

benefits

or

ancillary

revenue

received

by

BFA

and/or

its

affiliates

in

connection

with

the

services

provided

to

the

Fund

by

BFA,

both

direct

and

indirect,

including,

but

not

limited

to,

payment

of

revenue

to

BTC,

the

Fund’s

securities

lending

agent,

for

loaning

portfolio

securities

(which

was

included

in

the

profit

margins

reviewed

by

the

Board

pursuant

to

BFA’s

estimated

profitability

methodology),

payment

of

advisory

fees

or

other

fees

to

BFA

(or

its

affiliates)

in

connection

with

any

investments

by

the

Fund

in

other

funds

for

which

BFA

(or

its

affiliates)

provides

investment

advisory

services

or

other

services,

and

BlackRock’s

profile

in

the

investment

community.

The

Board

also

noted

the

revenue

received

by

BFA

and/or

its

affiliates

pursuant

to

an

agreement

that

permits

a

service

provider

to

use

certain

portions

of

BlackRock’s

technology

platform

to

service

accounts

managed

by

BFA

and/or

its

affiliates,

including

the

iShares

funds.

The

Board

noted

Board

Review

and

Approval

of

Investment

Advisory

Contract

(continued)

36

2022

iShares

Annual

Report

to

Shareholders

that

BFA

generally

does

not

use

soft

dollars

or

consider

the

value

of

research

or

other

services

that

may

be

provided

to

BFA

(including

its

affiliates)

in

selecting

brokers

for

portfolio

transactions

for

the

Fund.

The

Board

concluded

that

any

such

ancillary

benefits

would

not

be

disadvantageous

to

the

Fund

and

thus

would

not

alter

the

Board’s

conclusion

with

respect

to

the

appropriateness

of

approving

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Conclusion:

Based

on

a

review

of

the

factors

described

above,

as

well

as

such

other

factors

as

deemed

appropriate

by

the

Board,

the

Board,

including

all

of

the

Independent

Board

Members,

determined

that

the

Fund’s

investment

advisory

fee

rate

under

the

Advisory

Agreement

does

not

constitute

a

fee

that

is

so

disproportionately

large

as

to

bear

no

reasonable

relationship

to

the

services

rendered

and

that

could

not

have

been

the

product

of

arm’s-length

bargaining,

and

concluded

to

approve

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Supplemental

Information

(unaudited)

37

Supplemental

Information

Section

19(a)

Notices

The

amounts

and

sources

of

distributions

reported

are

estimates

and

are

being

provided

pursuant

to

regulatory

requirements

and

are

not

being

provided

for

tax

reporting

purposes.

The

actual

amounts

and

sources

for

tax

reporting

purposes

will

depend

upon

each

Fund’s

investment

experience

during

the

year

and

may

be

subject

to

changes

based

on

tax

regulations.

Shareholders

will

receive

a

Form

1099-DIV

each

calendar

year

that

will

inform

them

how

to

report

these

distributions

for

federal

income

tax

purposes.

July

31,

2022

Premium/Discount

Information

Information

on

the

Fund’s

net

asset

value,

market

price,

premiums

and

discounts,

and

bid-ask

spreads

can

be

found

at

iShares.com

.

Total

Cumulative

Distributions

for

the

Fiscal

Year

%

Breakdown

of

the

Total

Cumulative

Distributions

for

the

Fiscal

Year

iShares

ETF

Net

Investment

Income

Net

Realized

Capital

Gains

Return

of

Capital

Total

Per

Share

Net

Investment

Income

Net

Realized

Capital

Gains

Return

of

Capital

Total

Per

Share

ESG

MSCI

USA

Min

Vol

Factor

.........

$

0.218535

‌

$

—

‌

$

—

‌

$

0.218535

‌

100

%

—

%

—

%

100

%

MSCI

USA

Min

Vol

Factor

.............

1.026342

‌

—

‌

—

‌

1.026342

‌

100

—

—

100

Trustee

and

Officer

Information

(unaudited)

38

2022

iShares

Annual

Report

to

Shareholders

The

Board

of

Trustees

has

responsibility

for

the

overall

management

and

operations

of

the

Funds,

including

general

supervision

of

the

duties

performed

by

BFA

and

other

service

providers.

Each

Trustee

serves

until

he

or

she

resigns,

is

removed,

dies,

retires

or

becomes

incapacitated.

Each

officer

shall

hold

office

until

his

or

her

successor

is

elected

and

qualifies

or

until

his

or

her

death,

resignation

or

removal.

Trustees

who

are

not

“interested

persons”

(as

defined

in

the

1940

Act)

of

the

Trust

are

referred

to

as

independent

trustees

(“Independent

Trustees”). 

The

registered

investment

companies

advised

by

BFA

or

its

affiliates

(the

“BlackRock-advised

Funds”)

are

organized

into

one

complex

of

open-end

equity,

multi-asset,

index

and

money

market

funds

and

ETFs

(the

“BlackRock

Multi-Asset

Complex”),

one

complex

of

closed-end

funds

and

open-end

non-index

fixed-income

funds

(including

ETFs)

(the

“BlackRock

Fixed-Income

Complex”)

and

one

complex

of

ETFs

(“Exchange-Traded

Fund

Complex”)

(each,

a

“BlackRock

Fund

Complex”).

Each

Fund

is

included

in

the

Exchange-Traded

Fund

Complex.

Each

Trustee also

serves

as

a

Director

of

iShares,

Inc.

and

a

Trustee

of

iShares

U.S.

ETF

Trust

and,

as

a

result,

oversees

all

of

the

funds

within

the

Exchange-Traded

Fund

Complex,

which

consists

of

384

funds

as

of

July

31,

2022.

With

the

exception

of

Robert

S.

Kapito,

Salim

Ramji

and

Charles

Park,

the

address

of

each

Trustee and

officer

is

c/o

BlackRock,

Inc.,

400

Howard

Street,

San

Francisco,

CA

94105.

The

address

of

Mr.

Kapito,

Mr.

Ramji

and

Mr.

Park

is

c/o

BlackRock,

Inc.,

Park

Avenue

Plaza,

55

East

52nd

Street,

New

York,

NY

10055.

The

Board

has

designated

John

E.

Kerrigan

as

its

Independent

Board

Chair.

Additional

information

about

the

Funds’

Trustees and

officers

may

be

found

in

the

Funds’

combined

Statement

of

Additional

Information,

which

is

available

without

charge,

upon

request,

by

calling

toll-free

1-800-iShares

(1-800-474-2737).

Interested

Trustees

(a)

Robert

S.

Kapito

is

deemed

to

be

an

“interested

person”

(as

defined

in

the

1940

Act)

of

the

Trust

due

to

his

affiliations

with

BlackRock,

Inc.

and

its

affiliates.

(b)

Salim

Ramji

is

deemed

to

be

an

“interested

person”

(as

defined

in

the

1940

Act)

of

the

Trust

due

to

his

affiliations

with

BlackRock,

Inc.

and

its

affiliates.

Independent

Trustees

Name

(Age)

Position(s)

Principal

Occupation(s)

During

the

Past

5

Years

Other

Directorships

Held

by

Trustee

Robert

S.

Kapito

(a)

(65)

Trustee

(since

2009).

President,

BlackRock,

Inc.

(since

2006);

Vice

Chairman

of

BlackRock,

Inc.

and

Head

of

BlackRock’s

Portfolio

Management

Group

(since

its

formation

in

1998)

and

BlackRock,

Inc.’s

predecessor

entities

(since

1988);

Trustee,

University

of

Pennsylvania

(since

2009);

President

of

Board

of

Directors,

Hope

&

Heroes

Children’s

Cancer

Fund

(since

2002).

Director

of

BlackRock,

Inc.

(since

2006);

Director

of

iShares,

Inc.

(since

2009);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Salim

Ramji

(b)

(52)

Trustee

(since

2019).

Senior

Managing

Director,

BlackRock,

Inc.

(since

2014);

Global

Head

of

BlackRock’s

ETF

and

Index

Investments

Business

(since

2019);

Head

of

BlackRock’s

U.S.

Wealth

Advisory

Business

(2015-2019);

Global

Head

of

Corporate

Strategy,

BlackRock,

Inc.

(2014-2015);

Senior

Partner,

McKinsey

&

Company

(2010-2014).

Director

of

iShares,

Inc.

(since

2019);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2019).

Name

(Age)

Position(s)

Principal

Occupation(s)

During

the

Past

5

Years

Other

Directorships

Held

by

Trustee

John

E.

Kerrigan

(67)

Trustee

(since

2005);

Independent

Board

Chair

(since

2022).

Chief

Investment

Officer,

Santa

Clara

University

(since

2002).

Director

of

iShares,

Inc.

(since

2005);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011);

Independent

Board

Chair

of

iShares,

Inc.

and

iShares

U.S.

ETF

Trust

(since

2022).

Jane

D.

Carlin

(66)

Trustee

(since

2015);

Risk

Committee

Chair

(since

2016).

Consultant

(since

2012);

Member

of

the

Audit

Committee

(2012-2018),

Chair

of

the

Nominating

and

Governance

Committee

(2017-2018)

and

Director

of

PHH

Corporation

(mortgage

solutions)

(2012-2018);

Managing

Director

and

Global

Head

of

Financial

Holding

Company

Governance

&

Assurance

and

the

Global

Head

of

Operational

Risk

Management

of

Morgan

Stanley

(2006-2012).

Director

of

iShares,

Inc.

(since

2015);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2015);

Member

of

the

Audit

Committee

(since

2016),

Chair

of

the

Audit

Committee

(since

2020)

and

Director

of

The

Hanover

Insurance

Group,

Inc.

(since

2016).

Richard

L.

Fagnani

(67)

Trustee

(since

2017);

Audit

Committee

Chair

(since

2019).

Partner,

KPMG

LLP

(2002-2016).

Director

of

iShares,

Inc.

(since

2017);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2017).

Cecilia

H.

Herbert

(73)

Trustee

(since

2005);

Nominating

and

Governance

and

Equity

Plus

Committee

Chairs

(since

2022).

Chair

of

the

Finance

Committee

(since

2019)

and

Trustee

and

Member

of

the

Finance,

Audit

and

Quality

Committees

of

Stanford

Health

Care

(since

2016);

Trustee

of

WNET,

New

York’s

public

media

company

(since

2011)

and

Member

of

the

Audit

Committee

(since

2018)

and

Investment

Committee

(since

2011);

Chair

(1994-2005)

and

Member

(since

1992)

of

the

Investment

Committee,

Archdiocese

of

San

Francisco;

Trustee

of

Forward

Funds

(14

portfolios)

(2009-2018);

Trustee

of

Salient

MF

Trust

(4

portfolios)

(2015-2018);

Director

(1998-2013)

and

President

(2007-2011)

of

the

Board

of

Directors,

Catholic

Charities

CYO;

Trustee

(2002-

2011)

and

Chair

of

the

Finance

and

Investment

Committee

(2006-2010)

of

the

Thacher

School;

Director

of

the

Senior

Center

of

Jackson

Hole

(since

2020).

Director

of

iShares,

Inc.

(since

2005);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011);

Trustee

of

Thrivent

Church

Loan

and

Income

Fund

(since

2019).

Trustee

and

Officer

Information

(unaudited)

(

continued)

39

Trustee

and

Officer

Information

Officers

Name

(Age)

Position(s)

Principal

Occupation(s)

During

the

Past

5

Years

Other

Directorships

Held

by

Trustee

Drew

E.

Lawton

(63)

Trustee

(since

2017);

15(c)

Committee

Chair

(since

2017).

Senior

Managing

Director

of

New

York

Life

Insurance

Company

(2010-2015).

Director

of

iShares,

Inc.

(since

2017);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2017).

John

E.

Martinez

(61)

Trustee

(since

2003);

Securities

Lending

Committee

Chair

(since

2019).

Director

of

Real

Estate

Equity

Exchange,

Inc.

(since

2005);

Director

of

Cloudera

Foundation

(2017-2020);

and

Director

of

Reading

Partners

(2012-2016).

Director

of

iShares,

Inc.

(since

2003);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Madhav

V.

Rajan

(57)

Trustee

(since

2011);

Fixed

Income

Plus

Committee

Chair

(since

2019).

Dean,

and

George

Pratt

Shultz

Professor

of

Accounting,

University

of

Chicago

Booth

School

of

Business

(since

2017);

Advisory

Board

Member

(since

2016)

and

Director

(since

2020)

of

C.M.

Capital

Corporation;

Chair

of

the

Board

for

the

Center

for

Research

in

Security

Prices,

LLC

(since

2020);

Robert

K.

Jaedicke

Professor

of

Accounting,

Stanford

University

Graduate

School

of

Business

(2001-2017);

Professor

of

Law

(by

courtesy),

Stanford

Law

School

(2005-2017);

Senior

Associate

Dean

for

Academic

Affairs

and

Head

of

MBA

Program,

Stanford

University

Graduate

School

of

Business

(2010-2016).

Director

of

iShares,

Inc.

(since

2011);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Name

(Age)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Armando

Senra

(51)

President

(since

2019).

Managing

Director,

BlackRock,

Inc.

(since

2007);

Head

of

U.S.,

Canada

and

Latam

iShares,

BlackRock,

Inc.

(since

2019);

Head

of

Latin

America

Region,

BlackRock,

Inc.

(2006-2019);

Managing

Director,

Bank

of

America

Merrill

Lynch

(1994-2006).

Trent

Walker

(48)

Treasurer

and

Chief

Financial

Officer

(since

2020).

Managing

Director,

BlackRock,

Inc.

(since

September

2019);

Chief

Financial

Officer

of

iShares

Delaware

Trust

Sponsor

LLC,

BlackRock

Funds,

BlackRock

Funds

II,

BlackRock

Funds

IV,

BlackRock

Funds

V

and

BlackRock

Funds

VI

(since

2021);

Executive

Vice

President

of

PIMCO

(2016-2019);

Senior

Vice

President

of

PIMCO

(2008-2015);

Treasurer

(2013-2019)

and

Assistant

Treasurer

(2007-2017)

of

PIMCO

Funds,

PIMCO

Variable

Insurance

Trust,

PIMCO

ETF

Trust,

PIMCO

Equity

Series,

PIMCO

Equity

Series

VIT,

PIMCO

Managed

Accounts

Trust,

2

PIMCO-sponsored

interval

funds

and

21

PIMCO-sponsored

closed-end

funds.

Charles

Park

(54)

Chief

Compliance

Officer

(since

2006).

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);

Chief

Compliance

Officer

of

BFA

(since

2006).

Marisa

Rolland

(41)

Secretary

(since

2022).

Director,

BlackRock,

Inc.

(since

2018);

Vice

President,

BlackRock,

Inc.

(2010-2017).

Rachel

Aguirre

(40)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2018);

Director,

BlackRock,

Inc.

(2009-2018);

Head

of

U.S.

iShares

Product

(since

2022);

Head

of

EII

U.S.

Product

Engineering

(since

2021);

Co-Head

of

EII’s

Americas

Portfolio

Engineering

(2020-2021);

Head

of

Developed

Markets

Portfolio

Engineering

(2016-2019).

Jennifer

Hsui

(46)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2009);

Co-Head

of

Index

Equity

(since

2022).

James

Mauro

(51)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2010);

Head

of

Fixed

Income

Index

Investments

in

the

Americas

and

Head

of

San

Francisco

Core

Portfolio

Management

(since

2020).

Effective

March

18,

2022,

Rachel

Aguirre,

Jennifer

Hsui,

and

James

Mauro

have

replaced

Scott

Radell,

Alan

Mason,

and

Marybeth

Leithead

as

Executive

Vice

Presidents.

Effective

June

15,

2022,

Marisa

Rolland

replaced

Deepa

Damre

Smith

as

Secretary.

Independent

Trustees

(

continued

)

General

Information

40

2022

iShares

Annual

Report

to

Shareholders

Electronic

Delivery

Shareholders

can

sign

up

for

e-mail

notifications

announcing

that

the

shareholder

report

or

prospectus

has

been

posted

on

the

iShares

website

at

iShares.com

.

Once

you

have

enrolled,

you

will

no

longer

receive

prospectuses

and

shareholder

reports

in

the

mail.

To

enroll

in

electronic

delivery:

Go

to

icsdelivery.com

.

If

your

brokerage

firm

is

not

listed,

electronic

delivery

may

not

be

available.

Please

contact

your

broker-dealer

or

financial

advisor.

Householding

Householding

is

an

option

available

to

certain

fund

investors.

Householding

is

a

method

of

delivery,

based

on

the

preference

of

the

individual

investor,

in

which

a

single

copy

of

certain

shareholder

documents

and

Rule

30e-3

notices

can

be

delivered

to

investors

who

share

the

same

address,

even

if

their

accounts

are

registered

under

different

names.

Please

contact

your

broker-dealer

if

you

are

interested

in

enrolling

in

householding

and

receiving

a

single

copy

of

prospectuses

and

other

shareholder

documents,

or

if

you

are

currently

enrolled

in

householding

and

wish

to

change

your

householding

status.

Availability

of

Quarterly

Schedule

of

Investments

The

Funds

file

their

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

their

reports

on

Form

N-PORT.

The

Funds’

Forms

N-PORT

are

available

on

the

SEC’s

website

at

sec.gov

.

Additionally,

each

Fund

makes

its

portfolio

holdings

for

the

first

and

third

quarters

of

each

fiscal

year

available

at

iShares.com/fundreports

.

Availability

of

Proxy

Voting

Policies

and

Proxy

Voting

Records

A

description

of

the

policies

and

procedures

that

the

iShares

Funds

use

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

and

information

about

how

the

iShares

Funds

voted

proxies

relating

to

portfolio

securities

during

the

most

recent

twelve-month

period

ending

June

30

is

available

without

charge,

upon

request

(1)

by

calling

toll-free

1-800-474-2737;

(2)

on

the

iShares

website

at

iShares.com

;

and

(3)

on

the

SEC

website

at

sec.gov

.

A

description

of

the Trust’s

policies

and

procedures

with

respect

to

the

disclosure

of

the

Fund’s

portfolio

securities

is

available

in

the

Fund

Prospectus.

The

Fund

discloses

its

portfolio

holdings

daily

and

provides

information

regarding

its

top

holdings

in

Fund

fact

sheets

at

iShares.com

.

Glossary

of

Terms

Used

in

this

Report

41

Glossary

of

Terms

Used

in

this

Report

Portfolio

Abbreviation

NVS

Non-Voting

Shares

iS-AR-717-0722

Want

to

know

more?

iShares.com

|

1-800-474-2737

This

report

is

intended

for

the

Funds’

shareholders.

It

may

not

be

distributed

to

prospective

investors

unless

it

is

preceded

or

accompanied

by

the

current

prospectus.

Investing

involves

risk,

including

possible

loss

of

principal.

The

iShares

Funds

are

distributed

by

BlackRock

Investments,

LLC

(together

with

its

affiliates,

“BlackRock”).

The

iShares

Funds

are

not

sponsored,

endorsed,

issued,

sold

or

promoted

by

MSCI

Inc.,

nor

does

this

company

make

any

representation

regarding

the

advisability

of

investing

in

the

iShares

Funds.

BlackRock

is

not

affiliated

with

the

company

listed

above.

©2022

BlackRock,

Inc.

All

rights

reserved.

iSHARES

and

BLACKROCK

are

registered

trademarks

of

BlackRock,

Inc.

or

its

subsidiaries.

All

other

marks

are

the

property

of

their

respective

owners.

July

31,

2022

iShares

Trust

iShares

Core

Aggressive

Allocation

ETF

|

AOA

|

NYSE

Arca

iShares

Core

Conservative

Allocation

ETF

|

AOK

|

NYSE

Arca

iShares

Core

Growth

Allocation

ETF

|

AOR

|

NYSE

Arca

iShares

Core

Moderate

Allocation

ETF

|

AOM

|

NYSE

Arca

iShares

Morningstar

Multi-Asset

Income

ETF

|

IYLD

|

Cboe

BZX

2022

Annual

Report

Dear

Shareholder,

The

12-month

reporting

period

as

of

July

31,

2022

saw

the

emergence

of

significant

challenges

that

disrupted

the

economic

recovery

and

strong

financial

markets.

The

U.S.

economy

shrank

in

the

first

half

of

2022,

ending

the

run

of

robust

growth

that

followed

the

reopening

of

global

economies

and

the

development

of

COVID-19

vaccines.

Changes

in

consumer

spending

patterns

and

a

tight

labor

market

led

to

elevated

inflation,

which

reached

a

40-year

high.

Moreover,

while

the

foremost

effect

of

Russia’s

invasion

of

Ukraine

has

been

a

severe

humanitarian

crisis,

the

ongoing

war

continued

to

present

challenges

for

both

investors

and

policymakers.

Equity

prices

fell

as

interest

rates

rose,

particularly

weighing

on

relatively

high-valuation

growth

stocks

and

economically

sensitive

small-capitalization

stocks.

While

both

large-

and

small-capitalization

U.S.

stocks

fell,

declines

for

small-capitalization

U.S.

stocks

were

steeper.

Both

emerging

market

stocks

and

international

equities

from

developed

markets

fell

significantly,

pressured

by

rising

interest

rates

and

a

strengthening

U.S.

dollar.

The

10-year

U.S.

Treasury

yield

(which

is

inversely

related

to

bond

prices)

rose

notably

during

the

reporting

period

as

investors

reacted

to

higher

inflation

and

attempted

to

anticipate

its

impact

on

future

interest

rate

changes.

The

corporate

bond

market

also

faced

inflationary

headwinds,

and

increasing

uncertainty

led

to

higher

corporate

bond

spreads

(the

difference

in

yield

between

U.S.

Treasuries

and

similarly-dated

corporate

bonds).

The

U.S.

Federal

Reserve

(the

“Fed”),

acknowledging

that

inflation

is

growing

faster

than

expected,

raised

interest

rates

four

times

while

indicating

that

additional

rate

hikes

were

likely.

Furthermore,

the

Fed

wound

down

its

bond-buying

programs

and

began

to

reduce

its

balance

sheet.

Continued

high

inflation

and

the

Fed’s

statements

led

many

analysts

to

anticipate

that

interest

rates

have

room

to

rise

before

peaking,

although

investors’

inflation

expectations

began

to

decline

near

the

end

of

the

period.

The

horrific

war

in

Ukraine

has

significantly

clouded

the

outlook

for

the

global

economy,

leading

to

major

volatility

in

energy

and

metals

markets.

Sanctions

on

Russia,

Europe’s

top

energy

supplier,

and

general

wartime

disruption

have

magnified

supply

problems

for

key

commodities.

We

believe

elevated

energy

prices

will

continue

to

exacerbate

inflationary

pressure

while

also

constraining

economic

growth.

Combating

inflation

without

stifling

a

recovery,

while

buffering

against

ongoing

supply

and

price

shocks,

will

be

an

especially

challenging

environment

for

setting

effective

monetary

policy.

Despite

the

likelihood

of

more

rate

increases

on

the

horizon,

we

believe

the

Fed

will

ultimately

err

on

the

side

of

protecting

employment,

even

at

the

expense

of

higher

inflation.

In

the

meantime,

however,

we

believe

that

we

are

likely

to

see

a

period

of

slowing

growth

paired

with

relatively

high

inflation.

In

this

environment,

while

we

favor

an

overweight

to

equities

in

the

long-term,

the

market’s

concerns

over

excessive

rate

hikes

from

central

banks

moderate

our

outlook.

Furthermore,

the

energy

shock

and

a

deteriorating

economic

backdrop

in

China

and

Europe

are

likely

to

challenge

corporate

earnings,

so

we

are

underweight

equities

overall

in

the

near-term.

We

take

the

opposite

view

on

credit,

where

higher

spreads

provide

near-term

opportunities,

while

the

likelihood

of

higher

inflation

leads

us

to

take

an

underweight

stance

on

credit

in

the

long-term.

We

believe

that

investment-grade

corporates,

U.K.

gilts,

local-currency

emerging

market

debt,

and

inflation-protected

bonds

(particularly

in

Europe)

offer

strong

opportunities

for

a

six-

to

twelve-month

horizon.

Overall,

our

view

is

that

investors

need

to

think

globally,

extend

their

scope

across

a

broad

array

of

asset

classes,

and

be

nimble

as

market

conditions

change.

We

encourage

you

to

talk

with

your

financial

advisor

and

visit

iShares.com

for

further

insight

about

investing

in

today’s

markets.

Sincerely,

Rob

Kapito

President,

BlackRock,

Inc.

The

Markets

in

Review

Rob

Kapito

President,

BlackRock,

Inc.

Total

Returns

as

of

July

31,

2022

Past

performance

is

not

an

indication

of

future

results.

Index

performance

is

shown

for

illustrative

purposes

only.

You

cannot

invest

directly

in

an

index.

6-Month

12-Month

U.S.

large

cap

equities

(S&P

500

®

Index)

(7.81%)

(4.64%)

U.S.

small

cap

equities

(Russell

2000

®

Index)

(6.42)

(14.29)

International

equities

(MSCI

Europe,

Australasia,

Far

East

Index)

(11.27)

(14.32)

Emerging

market

equities

(MSCI

Emerging

Markets

Index)

(16.24)

(20.09)

3-month

Treasury

bills

(ICE

BofA

3-Month

U.S.

Treasury

Bill

Index)

0.21

0.22

U.S.

Treasury

securities

(ICE

BofA

10-Year

U.S.

Treasury

Index)

(6.38)

(10.00)

U.S.

investment

grade

bonds

(Bloomberg

U.S.

Aggregate

Bond

Index)

(6.14)

(9.12)

Tax-exempt

municipal

bonds

(Bloomberg

Municipal

Bond

Index)

(3.95)

(6.93)

U.S.

high

yield

bonds

(Bloomberg

U.S.

Corporate

High

Yield

2%

Issuer

Capped

Index)

(6.58)

(8.03)

2

This

Page

is

not

Part

of

Your

Fund

Report

Table

of

Contents

Page

3

The

Markets

in

Review

...................................................................................................

2

Annual

Report:

Market

Overview

.......................................................................................................

4

Fund

Summary

........................................................................................................

5

About

Fund

Performance

..................................................................................................

15

Disclosure

of

Expenses

...................................................................................................

15

Schedules

of

Investments

.................................................................................................

16

Financial

Statements:

Statements

of

Assets

and

Liabilities

.........................................................................................

27

Statements

of

Operations

................................................................................................

29

Statements

of

Changes

in

Net

Assets

........................................................................................

31

Financial

Highlights

.....................................................................................................

34

Notes

to

Financial

Statements

...............................................................................................

39

Report

of

Independent

Registered

Public

Accounting

Firm

..............................................................................

47

Important

Tax

Information

(Unaudited)

.................................................................................................

48

Board

Review

and

Approval

of

Investment

Advisory

Contract

...........................................................................

49

Supplemental

Information

.................................................................................................

51

Trustee

and

Officer

Information

..............................................................................................

52

General

Information

.....................................................................................................

54

Market

Overview

4

2022

iShares

Annual

Report

to

Shareholders

iShares

Trust

Global

Market

Overview

Global

equity

markets

declined

during

the

12

months

ended

July

31,

2022

(“reporting

period”).

The

MSCI

ACWI,

a

broad

global

equity

index

that

includes

both

developed

and

emerging

markets,

returned

-10.48%

in

U.S.

dollar

terms

for

the

reporting

period.

For

the

first

five

months

of

the

reporting

period,

economic

recovery

supported

stocks

in

most

regions

of

the

world.

The

global

economy

continued

to

rebound

from

the

impact

of

restrictions

imposed

at

the

beginning

of

the

coronavirus

pandemic,

as

mitigation

and

adaptation

allowed

most

economic

activity

to

continue.

However,

substantial

challenges

emerged

at

the

beginning

of

2022,

which

negatively

affected

stock

prices.

Inflation

rose

significantly

in

many

countries,

reducing

consumers’

purchasing

power

and

leading

many

central

banks

to

tighten

monetary

policy.

Russia’s

invasion

of

Ukraine

presented

a

further

challenge

to

the

global

economy,

disrupting

important

commodities

markets.

The

U.S.

economy

grew

briskly

over

the

final

half

of

2021,

powered

primarily

by

consumer

spending.

Record-high

personal

savings

rates

allowed

consumers

to

spend

at

an

elevated

level,

releasing

pent-up

demand

for

goods

and

services.

Growth

subsequently

stalled

in

the

first

half

of

2022,

and

the

economy

contracted

amid

lower

inventories

and

faltering

business

investment.

Despite

the

economic

downturn,

unemployment

declined

substantially,

falling

to

3.5%

in

July

2022

—

identical

to

the

pre-pandemic

rate

in

February

2020.

Although

high

inflation

negatively

impacted

consumer

sentiment,

which

declined

significantly,

consumer

spending

continued

to

increase.

Rising

inflation

led

to

a

shift

in

policy

from

the

U.S.

Federal

Reserve

(“the

Fed”).

As

the

reporting

period

began,

the

Fed

was

using

accommodative

monetary

policy

to

stimulate

the

economy.

Short-term

interest

rates

were

kept

at

near-zero

levels,

and

the

Fed

used

bond-buying

programs

to

stabilize

debt

markets.

However,

rising

prices

led

the

Fed

to

tighten

monetary

policy

during

the

reporting

period

in

an

attempt

to

prevent

runaway

inflation.

The

Fed

slowed

and

then

ended

its

bond-buying

activities,

finally

reversing

course

as

it

began

to

reduce

its

balance

sheet

in

June

2022.

In

March

2022,

the

Fed

began

to

raise

short-term

interest

rates,

followed

by

three

more

increases

for

a

total

increase

of

225

basis

points,

the

most

rapid

rise

in

decades.

Interest

rates

rose

significantly

in

response,

leading

to

higher

borrowing

costs

for

businesses.

Stocks

declined

in

Europe

and

economic

growth

stalled,

with

the

Eurozone

economy

slowing

substantially

beginning

in

the

fourth

quarter

of

2021.

Significantly

higher

inflation

and

Russia’s

invasion

of

Ukraine

negatively

impacted

equities.

Russia

is

an

important

trading

partner

with

many

European

countries,

and

new

sanctions

imposed

limits

on

certain

types

of

trade

with

Russia.

Investors

became

concerned

that

the

sharp

rise

in

energy

prices

during

the

reporting

period

would

constrain

economic

growth,

as

Europe

relies

on

imported

energy

for

much

of

its

industrial

and

heating

needs.

The

European

Central

Bank

(“ECB”)

responded

to

elevated

inflation

by

raising

interest

rates

in

July

2022,

the

first

such

increase

in

over

a

decade.

Despite

relatively

low

inflation

by

global

standards,

Asia-Pacific

stocks

declined

significantly.

Chinese

stocks

faced

significant

headwinds

amid

regulatory

interventions

by

the

Chinese

government

and

strict

lockdowns

following

COVID-19

outbreaks.

Japanese

stocks

also

declined

amid

an

economic

contraction

in

the

first

quarter

of

2022

and

a

sharp

decline

in

the

Japanese

yen

relative

to

the

U.S.

dollar.

Emerging

market

stocks

declined

substantially,

as

higher

interest

rates

and

a

strengthening

U.S.

dollar

raised

the

cost

of

borrowing

in

many

emerging

economies.

iShares

®

Core

Aggressive

Allocation

ETF

5

Fund

Summary

Fund

Summary

as

of

July

31,

2022

Investment

Objective

The

iShares

Core

Aggressive

Allocation

ETF

(the

“Fund”)

seeks

to

track

the

investment

results

of

an

index

composed

of

a

portfolio

of

underlying

equity

and

fixed

income

funds

intended

to

represent

an

aggressive

target

risk

allocation

strategy,

as

represented

by

the

S&P

Target

Risk

Aggressive

Index

(the

“Index”).

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(AT

NET

ASSET

VALUE)

Past

performance

is

not

an

indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance”

for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

5

Years

10

Years

1

Year

5

Years

10

Years

Fund

NAV

.................................

(9.24

)

%

6.59

%

8.59

%

(9.24

)

%

37.59

%

128.03

%

Fund

Market

...............................

(9.25

)

6.56

8.59

–

%

(9.25

)

37.39

127.90

Index

....................................

(9.15

)

6.73

8.73

(9.15

)

38.50

130.94

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

911.10

‌

$

0.71

‌

$

1,000.00

‌

$

1,024.05

‌

$

0.75

‌

0.15

%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

The

fees

and

expenses

of

the

underlying

funds

in

which

the

Fund

invests

are

not

included

in

the

Fund’s

annualized

expense

ratio.

Fund

Summary

as

of

July

31,

2022

(continued)

iShares

®

Core

Aggressive

Allocation

ETF

6

2022

iShares

Annual

Report

to

Shareholders

Portfolio

Management

Commentary

The

Index’s

mix

of

stock

and

bond

funds

designed

to

represent

a

growth

target

risk

allocation

strategy

declined

for

the

reporting

period.

The

equity

allocation,

which

represented

approximately

80%

of

the

Index

on

average,

was

the

largest

detractor

from

the

Index’s

return.

Stocks

in

international

developed

markets

declined,

as

global

growth

cooled

in

an

environment

of

high

inflation,

rising

interest

rates,

and

volatility

in

commodities

markets.

In

Japan,

which

endured

two

separate

quarters

of

economic

contraction

during

the

reporting

period,

the

weakening

Japanese

yen

negatively

impacted

the

value

of

stocks

in

U.S.

dollar

terms.

The

industrials

sector

declined

the

most

amid

a

notable

slowdown

in

industrial

production.

German

stocks

also

detracted

from

the

Index’s

return,

as

weakness

in

the

automobiles

industry

weighed

on

the

consumer

discretionary

sector.

French

stocks

also

faced

headwinds

as

lockdowns

in

China

negatively

impacted

demand

for

luxury

products

in

the

consumer

discretionary

sector.

Large

capitalization

U.S.

stocks

declined,

particularly

in

the

communication

services

sector.

A

change

to

the

tracking

data

policies

of

a

popular

mobile

platform

impeded

the

ability

of

social

media

companies

to

target

specific

customer

demographics,

reducing

the

value

of

the

advertising

they

sell.

Consequently,

revenues

declined,

weighing

heavily

on

stocks

in

the

growth-oriented

interactive

media

and

services

industry.

Emerging

market

equities

also

declined

substantially,

particularly

Asian

stocks.

China

was

a

notable

detractor,

as

significant

lockdowns

to

prevent

the

spread

of

COVID-19

weighed

on

economic

activity.

Meanwhile,

product

delays

and

cooling

demand

for

some

consumer

electronics

drove

negative

performance

in

South

Korean

stocks.

Within

the

bond

allocation,

which

represented

approximately

20%

of

the

Index

on

average,

U.S.

bonds

detracted

the

most

from

the

Index’s

performance,

as

the

Fed

raised

short-term

interest

rates

four

times,

diminishing

the

value

of

previously

issued

bonds.

Consequently,

all

bond

categories

detracted

from

the

Index’s

performance,

especially

corporate

and

government

bonds.

Rising

interest

rates

drove

increased

yields

(which

move

inversely

to

bond

prices)

on

corporate

bonds

and

raised

borrowing

costs

for

issuers.

Portfolio

Information

PORTFOLIO

COMPOSITION

Asset

Class

Percent

of

Total

Investments

(a)

Domestic

Equity

..................................

47.3‌

%

International

Equity

................................

31.9‌

Domestic

Fixed

Income

.............................

17.7‌

International

Fixed

Income

...........................

3.1‌

(a)

Excludes

money

market

funds.

FIVE

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

iShares

Core

S&P

500

ETF

...........................

43.5‌

%

iShares

Core

MSCI

International

Developed

Markets

ETF

......

23.8‌

iShares

Core

Total

USD

Bond

Market

ETF

.................

17.7‌

iShares

Core

MSCI

Emerging

Markets

ETF

................

8.1‌

iShares

Core

International

Aggregate

Bond

ETF

.............

3.1‌

iShares

®

Core

Conservative

Allocation

ETF

7

Fund

Summary

Fund

Summary

as

of

July

31,

2022

Investment

Objective

The

iShares

Core

Conservative

Allocation

ETF

(the

“Fund”)

seeks

to

track

the

investment

results

of

an

index

composed

of

a

portfolio

of

underlying

equity

and

fixed

income

funds

intended

to

represent

a

conservative

target

risk

allocation

strategy,

as

represented

by

the

S&P

Target

Risk

Conservative

Index

(the

“Index”).

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(AT

NET

ASSET

VALUE)

Past

performance

is

not

an

indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance”

for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

5

Years

10

Years

1

Year

5

Years

10

Years

Fund

NAV

.................................

(9.16

)

%

3.32

%

4.01

%

(9.16

)

%

17.72

%

48.20

%

Fund

Market

...............................

(9.24

)

3.33

4.01

–

%

(9.24

)

17.80

48.21

Index

....................................

(9.07

)

3.49

4.14

(9.07

)

18.71

50.00

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

927.80

‌

$

0.72

‌

$

1,000.00

‌

$

1,024.05

‌

$

0.75

‌

0.15

%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

The

fees

and

expenses

of

the

underlying

funds

in

which

the

Fund

invests

are

not

included

in

the

Fund’s

annualized

expense

ratio.

Fund

Summary

as

of

July

31,

2022

(continued)

iShares

®

Core

Conservative

Allocation

ETF

8

2022

iShares

Annual

Report

to

Shareholders

Portfolio

Management

Commentary

The

Index’s

mix

of

stock

and

bond

funds

designed

to

represent

a

conservative

target

risk

allocation

strategy

declined

for

the

reporting

period.

The

bond

allocation,

which

represented

approximately

70%

of

the

Index

on

average,

detracted

the

most

from

the

Index’s

performance.

U.S.

bonds

led

the

decline,

as

the

Fed

raised

short-term

interest

rates

four

times,

diminishing

the

value

of

previously

issued

bonds.

Consequently,

all

bond

categories

detracted

from

the

Index’s

performance,

especially

corporate

and

government

bonds.

Rising

interest

rates

drove

increased

yields

(which

move

inversely

to

bond

prices)

on

corporate

bonds

and

raised

borrowing

costs

for

issuers.

Furthermore,

corporate

bond

spreads

(the

difference

between

corporate

bond

yields

and

the

yields

of

similarly-dated

U.S.

Treasury

bonds)

widened,

indicating

increasing

investor

caution

in

an

environment

of

high

inflation

and

rising

interest

rates.

U.S.

Treasury

bonds

also

detracted

from

the

Index’s

return,

as

yields

rose

at

every

maturity

level.

Mortgage-backed

securities

(“MBS”)

declined

amid

a

significant

rise

in

mortgage

rates

and

action

by

the

Fed

to

reduce

its

holdings

of

MBS.

International

bonds

were

another

source

of

weakness,

particularly

government-issued

bonds.

Many

central

banks

around

the

world

raised

interest

rates

in

response

to

high

inflation,

weighing

on

the

value

of

previously-issued

government

bonds.

Within

the

equity

allocation,

which

represented

approximately

30%

of

the

Index

on

average,

international

stocks

from

developed

economies

detracted

the

most

from

the

Index’s

performance.

Global

growth

cooled

in

an

environment

of

high

inflation,

rising

interest

rates,

and

volatility

in

commodities

markets,

pressuring

equities.

In

Japan,

which

endured

two

separate

quarters

of

economic

contraction

during

the

reporting

period,

the

weakening

Japanese

yen

negatively

impacted

the

value

of

stocks

in

U.S.

dollar

terms.

Large

capitalization

U.S.

stocks

declined,

particularly

in

the

communication

services

sector.

A

change

to

the

tracking

data

policies

of

a

popular

mobile

platform

impeded

the

ability

of

social

media

companies

to

target

specific

customer

demographics,

reducing

the

value

of

the

advertising

they

sell.

Emerging

market

equities

also

declined

substantially,

particularly

Chinese

stocks,

which

were

negatively

affected

by

lockdowns.

Portfolio

Information

PORTFOLIO

COMPOSITION

Asset

Class

Percent

of

Total

Investments

(a)

Domestic

Fixed

Income

.............................

60.4‌

%

Domestic

Equity

..................................

17.3‌

International

Equity

................................

11.6‌

International

Fixed

Income

...........................

10.7‌

(a)

Excludes

money

market

funds.

FIVE

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

iShares

Core

Total

USD

Bond

Market

ETF

.................

60.4‌

%

iShares

Core

S&P

500

ETF

...........................

15.9‌

iShares

Core

International

Aggregate

Bond

ETF

.............

10.7‌

iShares

Core

MSCI

International

Developed

Markets

ETF

......

8.7‌

iShares

Core

MSCI

Emerging

Markets

ETF

................

2.9‌

iShares

®

Core

Growth

Allocation

ETF

9

Fund

Summary

Fund

Summary

as

of

July

31,

2022

Investment

Objective

The

iShares

Core

Growth

Allocation

ETF

(the

“Fund”)

seeks

to

track

the

investment

results

of

an

index

composed

of

a

portfolio

of

underlying

equity

and

fixed

income

funds

intended

to

represent

a

growth

allocation

target

risk

strategy,

as

represented

by

the

S&P

Target

Risk

Growth

Index

(the

“Index”).

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(AT

NET

ASSET

VALUE)

Past

performance

is

not

an

indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance”

for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

5

Years

10

Years

1

Year

5

Years

10

Years

Fund

NAV

.................................

(9.18

)

%

5.33

%

6.86

%

(9.18

)

%

29.65

%

94.09

%

Fund

Market

...............................

(9.04

)

5.33

6.86

–

%

(9.04

)

29.63

94.07

Index

....................................

(9.11

)

5.49

6.99

(9.11

)

30.62

96.54

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

917.90

‌

$

0.71

‌

$

1,000.00

‌

$

1,024.05

‌

$

0.75

‌

0.15

%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

The

fees

and

expenses

of

the

underlying

funds

in

which

the

Fund

invests

are

not

included

in

the

Fund’s

annualized

expense

ratio.

Fund

Summary

as

of

July

31,

2022

(continued)

iShares

®

Core

Growth

Allocation

ETF

10

2022

iShares

Annual

Report

to

Shareholders

Portfolio

Management

Commentary

The

Index’s

mix

of

stock

and

bond

funds

designed

to

represent

a

growth

target

risk

allocation

strategy

declined

for

the

reporting

period.

The

equity

allocation,

which

represented

approximately

60%

of

the

Index

on

average,

was

the

largest

detractor

from

the

Index’s

return.

Stocks

in

international

developed

markets

led

the

decline,

as

global

growth

cooled

in

an

environment

of

high

inflation,

rising

interest

rates,

and

volatility

in

commodities

markets.

In

Japan,

which

endured

two

separate

quarters

of

economic

contraction

during

the

reporting

period,

the

weakening

Japanese

yen

negatively

impacted

the

value

of

stocks

in

U.S.

dollar

terms.

The

industrials

sector

declined

the

most

amid

a

notable

slowdown

in

industrial

production.

Large

capitalization

U.S.

stocks

declined,

particularly

in

the

communication

services

sector.

A

change

to

the

tracking

data

policies

of

a

popular

mobile

platform

impeded

the

ability

of

social

media

companies

to

target

specific

customer

demographics,

reducing

the

value

of

the

advertising

they

sell.

Consequently,

revenues

declined,

weighing

heavily

on

stocks

in

the

growth-oriented

interactive

media

and

services

industry.

Emerging

market

equities

also

declined

substantially,

particularly

Asian

stocks.

China

was

a

notable

detractor,

as

significant

lockdowns

to

prevent

the

spread

of

COVID-19

weighed

on

economic

activity.

Meanwhile,

product

delays

and

cooling

demand

for

some

consumer

electronics

drove

a

decline

in

South

Korean

stocks.

Within

the

bond

allocation,

which

represented

approximately

40%

of

the

Index

on

average,

U.S.

bonds

detracted

the

most

from

the

Index’s

performance,

as

the

Fed

raised

short-term

interest

rates

four

times,

diminishing

the

value

of

previously

issued

bonds.

Consequently,

all

bond

categories

detracted

from

the

Index’s

performance,

led

by

corporate

bonds.

Rising

interest

rates

drove

increased

yields

(which

move

inversely

to

bond

prices)

on

corporate

bonds

and

raised

borrowing

costs

for

issuers.

U.S.

Treasury

bonds

also

detracted

from

the

Index’s

return,

as

yields

rose

at

every

maturity

level.

Mortgage-backed

securities

(“MBS”)

declined

amid

a

significant

rise

in

mortgage

rates

and

action

by

the

Fed

to

reduce

its

holdings

of

MBS.

International

bonds

were

another

source

of

weakness,

particularly

government-issued

bonds.

Portfolio

Information

PORTFOLIO

COMPOSITION

Asset

Class

Percent

of

Total

Investments

(a)

Domestic

Equity

..................................

35.1‌

%

Domestic

Fixed

Income

.............................

35.1‌

International

Equity

................................

23.6‌

International

Fixed

Income

...........................

6.2‌

(a)

Excludes

money

market

funds.

FIVE

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

iShares

Core

Total

USD

Bond

Market

ETF

.................

35.1‌

%

iShares

Core

S&P

500

ETF

...........................

32.3‌

iShares

Core

MSCI

International

Developed

Markets

ETF

......

17.6‌

iShares

Core

International

Aggregate

Bond

ETF

.............

6.2‌

iShares

Core

MSCI

Emerging

Markets

ETF

................

6.0‌

iShares

®

Core

Moderate

Allocation

ETF

11

Fund

Summary

Fund

Summary

as

of

July

31,

2022

Investment

Objective

The

iShares

Core

Moderate

Allocation

ETF

(the

“Fund”)

seeks

to

track

the

investment

results

of

an

index

composed

of

a

portfolio

of

underlying

equity

and

fixed

income

funds

intended

to

represent

a

moderate

target

risk

allocation

strategy,

as

represented

by

the

S&P

Target

Risk

Moderate

Index

(the

“Index”).

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(AT

NET

ASSET

VALUE)

Past

performance

is

not

an

indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance”

for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

5

Years

10

Years

1

Year

5

Years

10

Years

Fund

NAV

.................................

(9.15

)

%

4.01

%

5.03

%

(9.15

)

%

21.69

%

63.42

%

Fund

Market

...............................

(9.35

)

3.96

5.02

–

%

(9.35

)

21.44

63.21

Index

....................................

(9.08

)

4.17

5.17

(9.08

)

22.68

65.50

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

924.60

‌

$

0.72

‌

$

1,000.00

‌

$

1,024.05

‌

$

0.75

‌

0.15

%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

The

fees

and

expenses

of

the

underlying

funds

in

which

the

Fund

invests

are

not

included

in

the

Fund’s

annualized

expense

ratio.

Fund

Summary

as

of

July

31,

2022

(continued)

iShares

®

Core

Moderate

Allocation

ETF

12

2022

iShares

Annual

Report

to

Shareholders

Portfolio

Management

Commentary

The

Index’s

mix

of

stock

and

bond

funds

designed

to

represent

a

moderate

target

risk

allocation

strategy

declined

for

the

reporting

period.

The

bond

allocation,

which

represented

approximately

60%

of

the

Index

on

average,

detracted

the

most

from

the

Index’s

performance.

U.S.

bonds

led

the

decline,

as

the

Fed

raised

short-term

interest

rates

four

times,

diminishing

the

value

of

previously

issued

bonds.

Consequently,

all

bond

categories

detracted

from

the

Index’s

performance,

led

by

corporate

and

government

bonds.

Rising

interest

rates

drove

increased

yields

(which

move

inversely

to

bond

prices)

on

corporate

bonds

and

raised

borrowing

costs

for

issuers.

Furthermore,

corporate

bond

spreads

(the

difference

between

corporate

bond

yields

and

the

yields

of

similarly-dated

U.S.

Treasury

bonds)

widened,

indicating

increasing

investor

caution

in

an

environment

of

high

inflation

and

rising

interest

rates.

U.S.

Treasury

bonds

also

detracted

from

the

Index’s

return,

as

yields

rose

at

every

maturity

level.

Mortgage-backed

securities

(“MBS”)

declined

amid

a

significant

rise

in

mortgage

rates

and

action

by

the

Fed

to

reduce

its

holdings

of

MBS.

Within

the

equity

allocation,

which

represented

approximately

40%

of

the

Index

on

average,

international

stocks

from

developed

economies

detracted

the

most

from

the

Index’s

performance.

Global

growth

cooled

in

an

environment

of

high

inflation,

rising

interest

rates,

and

volatility

in

commodities

markets,

pressuring

equities.

In

Japan,

which

endured

two

separate

quarters

of

economic

contraction

during

the

reporting

period,

the

weakening

Japanese

yen

negatively

impacted

the

value

of

stocks

in

U.S.

dollar

terms.

The

industrials

sector

declined

the

most

amid

a

notable

slowdown

in

industrial

production.

Large

capitalization

U.S.

stocks

declined,

particularly

in

the

communication

services

sector.

A

change

to

the

tracking

data

policies

of

a

popular

mobile

platform

impeded

the

ability

of

social

media

companies

to

target

specific

customer

demographics,

reducing

the

value

of

the

advertising

they

sell.

Emerging

market

equities

also

declined

substantially,

particularly

Asian

stocks.

China

was

a

notable

detractor,

as

significant

lockdowns

to

prevent

the

spread

of

COVID-19

weighed

on

economic

activity.

Portfolio

Information

PORTFOLIO

COMPOSITION

Asset

Class

Percent

of

Total

Investments

(a)

Domestic

Fixed

Income

.............................

52.1‌

%

Domestic

Equity

..................................

23.2‌

International

Equity

................................

15.5‌

International

Fixed

Income

...........................

9.2‌

(a)

Excludes

money

market

funds.

FIVE

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

iShares

Core

Total

USD

Bond

Market

ETF

.................

52.1‌

%

iShares

Core

S&P

500

ETF

...........................

21.3‌

iShares

Core

MSCI

International

Developed

Markets

ETF

......

11.6‌

iShares

Core

International

Aggregate

Bond

ETF

.............

9.2‌

iShares

Core

MSCI

Emerging

Markets

ETF

................

3.9‌

iShares

®

Morningstar

Multi-Asset

Income

ETF

13

Fund

Summary

Fund

Summary

as

of

July

31,

2022

Investment

Objective

The

iShares

Morningstar

Multi-Asset

Income

ETF

(the

“Fund”)

seeks

to

track

the

investment

results

of

an

index

composed

of

underlying

equity,

fixed

income

and

other

income

funds

that

collectively

seek

to

deliver

high

current

income

while

providing

an

opportunity

for

capital

appreciation,

as

represented

by

the

Morningstar

®

Multi-Asset

High

Income

Index

SM

(the

“Index”).

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(AT

NET

ASSET

VALUE)

Past

performance

is

not

an

indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance”

for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

5

Years

10

Years

1

Year

5

Years

10

Years

Fund

NAV

.................................

(12.75

)

%

0.09

%

2.50

%

(12.75

)

%

0.47

%

28.00

%

Fund

Market

...............................

(12.63

)

0.11

2.51

–

%

(12.63

)

0.54

28.08

Index

....................................

(13.14

)

0.12

2.49

(13.14

)

0.59

27.84

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

888.40

‌

$

1.17

‌

$

1,000.00

‌

$

1,023.55

‌

$

1.25

‌

0.25

%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

The

fees

and

expenses

of

the

underlying

funds

in

which

the

Fund

invests

are

not

included

in

the

Fund’s

annualized

expense

ratio.

Fund

Summary

as

of

July

31,

2022

(continued)

iShares

®

Morningstar

Multi-Asset

Income

ETF

14

2022

iShares

Annual

Report

to

Shareholders

Portfolio

Management

Commentary

The

Index’s

mix

of

stock,

bond,

and

real

estate

investment

trust

(“REIT”)

funds

designed

to

seek

a

high

current

income

while

providing

an

opportunity

for

capital

appreciation

declined

for

the

reporting

period.

The

bond

component

was

the

most

significant

detractor

from

the

Index’s

performance.

Long-term

U.S.

Treasuries

led

the

decline,

as

the

Fed

raised

short-term

interest

rates

four

times,

diminishing

the

value

of

previously

issued

bonds,

and

inflation

eroded

the

value

of

fixed

interest

payments.

Consequently,

U.S.

Treasury

yields

(which

move

inversely

to

prices)

rose

at

every

maturity

level,

pressuring

bond

prices.

Furthermore,

the

Fed,

in

a

move

to

tighten

monetary

policy,

moved

from

a

policy

of

purchasing

U.S.

Treasuries

to

reducing

its

holdings

by

the

end

of

the

reporting

period.

In

addition,

new

U.S.

Treasury

issuance

was

relatively

high

by

historic

standards,

although

issuance

decreased

somewhat

from

the

stimulus-fueled

peak

of

2020-2021.

Emerging

market

sovereign

bonds

denominated

in

local

currencies

also

detracted

notably

from

the

Index’s

return.

The

U.S.

dollar

strengthened

significantly

against

many

emerging

market

currencies

during

the

reporting

period,

reducing

the

value

of

assets

denominated

in

those

currencies.

Furthermore,

rising

interest

rates

and

high

inflation

pressured

the

finances

of

some

emerging

market

countries,

raising

concerns

among

investors

about

deteriorating

credit

quality.

The

war

in

Ukraine

further

exacerbated

financial

difficulties

faced

by

emerging

markets

by

putting

upward

pressure

on

food

and

energy

prices.

Preferred

stocks,

which

have

some

bond-like

characteristics,

also

declined.

Because

preferred

stock

typically

pays

out

a

fixed

dividend,

it

becomes

relatively

less

attractive

to

investors

when

interest

rates

are

rising.

High-yield

corporate

bonds

also

faced

headwinds,

as

high-yield

corporate

bond

spreads

(the

difference

between

corporate

bond

yields

and

the

yields

of

similarly-dated

U.S.

Treasury

bonds)

widened,

indicating

increasing

investor

caution

in

an

environment

of

high

inflation

and

rising

interest

rates.

The

Index’s

equity

component

also

detracted

from

the

Index’s

return,

primarily

driven

by

emerging

market

stocks

with

high

dividend

yields.

The

majority

of

the

detraction

was

driven

by

Russian

bonds,

which

were

negatively

impacted

by

the

aftermath

of

Russia’s

Ukrainian

invasion.

Sanctions

issued

on

Russia’s

financial

institutions

limited

Russia’s

ability

to

make

bond

payments,

and

new

currency

controls

imposed

by

the

Russian

government

affected

payments

to

some

foreign

bondholders.

Portfolio

Information

PORTFOLIO

COMPOSITION

Asset

Class

Percent

of

Total

Investments

(a)

Non-Investment

Grade

Bonds

.........................

20.7‌

%

Domestic

Fixed

Income

.............................

20.0‌

International

Equity

................................

17.6‌

Domestic

Equity

..................................

16.0‌

Mortgage-Backed

Securities

..........................

15.5‌

Domestic

Real

Estate

...............................

5.3‌

International

Fixed

Income

...........................

4.9‌

(a)

Excludes

money

market

funds.

FIVE

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

iShares

iBoxx

$

High

Yield

Corporate

Bond

ETF

.............

20.7‌

%

iShares

Preferred

and

Income

Securities

ETF

...............

16.0‌

iShares

MBS

ETF

.................................

15.5‌

iShares

J.P.

Morgan

USD

Emerging

Markets

Bond

ETF

........

14.9‌

iShares

International

Select

Dividend

ETF

.................

9.0‌

About

Fund

Performance

15

About

Fund

Performance/Disclosure

of

Expenses

Past

performance

is

not

an

indication

of

future

results.

Financial

markets

have

experienced

extreme

volatility

and

trading

in

many

instruments

has

been

disrupted.

These

circumstances

may

continue

for

an

extended

period

of

time

and

may

continue

to

affect

adversely

the

value

and

liquidity

of each

Fund's

investments.

As

a

result,

current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Performance

data

current

to

the

most

recent

month-end

is

available

at

iShares.com

.

Performance

results

assume

reinvestment

of

all

dividends

and

capital

gain

distributions

and

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

The

investment

return

and

principal

value

of

shares

will

vary

with

changes

in

market

conditions.

Shares

may

be

worth

more

or

less

than

their

original

cost

when

they

are

redeemed

or

sold

in

the

market.

Performance

for

certain

funds

may

reflect

a

waiver

of

a

portion

of

investment

advisory

fees.

Without

such

a

waiver,

performance

would

have

been

lower.

Net

asset

value

or

“NAV”

is

the

value

of

one

share

of

a

fund

as

calculated

in

accordance

with

the

standard

formula

for

valuing

mutual

fund

shares.

Beginning

August

10,

2020,

the

price

used

to

calculate

market

return

(“Market

Price”)

is

the

closing

price.

Prior

to

August

10,

2020,

Market

Price

was

determined

using

the

midpoint

between

the

highest

bid

and

the

lowest

ask

on

the

primary

stock

exchange

on

which

shares

of

a

fund

are

listed

for

trading,

as

of

the

time

that

such

fund’s

NAV

is

calculated.

Market

and

NAV

returns

assume

that

dividends

and

capital

gain

distributions

have

been

reinvested

at

Market

Price

and

NAV,

respectively.

An

index

is

a

statistical

composite

that

tracks

a

specified

financial

market

or

sector.

Unlike

a

fund,

an

index

does

not

actually

hold

a

portfolio

of

securities

and

therefore

does

not

incur

the

expenses

incurred

by

a

fund.

These

expenses

negatively

impact

fund

performance.

Also,

market

returns

do

not

include

brokerage

commissions

that

may

be

payable

on

secondary

market

transactions.

If

brokerage

commissions

were

included,

market

returns

would

be

lower.

Disclosure

of

Expenses

Shareholders

of

each

Fund

may

incur

the

following

charges:

(1)

transactional

expenses,

including

brokerage

commissions

on

purchases

and

sales

of

fund

shares

and

(2)

ongoing

expenses,

including

management

fees

and

other

fund

expenses.

The

expense

examples

shown

(which

are

based

on

a

hypothetical

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

through

the

end

of

the

period)

are

intended

to

assist

shareholders

both

in

calculating

expenses

based

on

an

investment

in

each

Fund

and

in

comparing

these

expenses

with

similar

costs

of

investing

in

other

funds.

The

expense

examples

provide

information

about

actual

account

values

and

actual

expenses.

Annualized

expense

ratios

reflect

contractual

and

voluntary

fee

waivers,

if

any.

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

under

the

heading

entitled

“Expenses

Paid

During

the Period.”

The

expense

examples

also

provide

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

a

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

Funds

and

other

funds,

compare

the

5%

hypothetical

examples

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

The

expenses

shown

in

the

expense

examples

are

intended

to

highlight

shareholders’

ongoing

costs

only

and

do

not

reflect

any

transactional

expenses,

such

as

brokerage

commissions

and

other

fees

paid

on

purchases

and

sales

of

fund

shares.

Therefore,

the

hypothetical

examples

are

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.

Schedule

of

Investments

July

31,

2022

iShares

®

Core

Aggressive

Allocation

ETF

(Percentages

shown

are

based

on

Net

Assets)

16

2022

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Investment

Companies

(a)

Domestic

Equity

 — 

47.2%

iShares

Core

S&P

500

ETF

...................

1,565,912

$

648,726,023

iShares

Core

S&P

Mid-Cap

ETF

(b)

..............

157,800

39,596,754

iShares

Core

S&P

Small-Cap

ETF

(b)

.............

170,141

17,284,624

705,607,401

a

Domestic

Fixed

Income

 — 

17.7%

iShares

Core

Total

USD

Bond

Market

ETF

.........

5,513,189

264,302,281

a

International

Equity

 — 

31.8%

iShares

Core

MSCI

Emerging

Markets

ETF

........

2,448,635

120,130,033

iShares

Core

MSCI

International

Developed

Markets

ETF

.................................

6,255,478

354,435,384

474,565,417

a

International

Fixed

Income

 — 

3.1%

iShares

Core

International

Aggregate

Bond

ETF

.....

909,593

46,675,765

a

Total

Long-Term

Investments — 99.8%

(Cost:

$1,385,057,994)

...............................

1,491,150,864

Security

Shares

Value

a

Short-Term

Securities

Money

Market

Funds

 — 

0.3%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares,

1.96%

(a)(c)(d)

............................

2,154,731

$

2,154,731

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

1.84%

(a)(c)

.............................

2,676,395

2,676,395

a

Total

Short-Term

Securities — 0.3%

(Cost:

$4,830,698)

..................................

4,831,126

Total

Investments

—

100.1%

(Cost:

$1,389,888,692)

...............................

1,495,981,990

Liabilities

in

Excess

of

Other

Assets

—

(0.1)%

...............

(2,081,805)

Net

Assets

—

100.0%

.................................

$

1,493,900,185

(a)

Affiliate

of

the

Fund.

(b)

All

or

a

portion

of

this

security

is

on

loan.

(c)

Annualized

7-day

yield

as

of

period

end.

(d)

All

or

a

portion

of

this

security

was

purchased

with

the

cash

collateral

from

loaned

securities.

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the

year

ended

July

31,

2022

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/21

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/22

  Shares

Held

at

07/31/22

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

—

$

2,166,428

(a)

$

—

$

(12,125

)

$

428

$

2,154,731

2,154,731

$

11,895

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

1,373,000

1,303,395

(a)

—

—

—

2,676,395

2,676,395

14,863

—

iShares

Core

International

Aggregate

Bond

ETF

.........

43,583,243

13,483,622

(6,410,292

)

(12,084

)

(3,968,724

)

46,675,765

909,593

537,909

25,353

iShares

Core

MSCI

Emerging

Markets

ETF

.........

125,859,707

40,743,390

(14,120,007

)

1,805,715

(34,158,772

)

120,130,033

2,448,635

4,522,461

—

iShares

Core

MSCI

International

Developed

Markets

ETF

.........

376,933,707

94,216,777

(46,748,396

)

2,737,423

(72,704,127

)

354,435,384

6,255,478

14,398,338

—

iShares

Core

S&P

500

ETF

......

614,119,744

163,609,870

(85,671,594

)

33,178,675

(76,510,672

)

648,726,023

1,565,912

8,859,526

—

iShares

Core

S&P

Mid-Cap

ETF

...

38,615,190

9,990,079

(5,921,869

)

1,744,230

(4,830,876

)

39,596,754

157,800

546,044

—

iShares

Core

S&P

Small-Cap

ETF

.

17,578,972

4,432,805

(3,185,671

)

694,188

(2,235,670

)

17,284,624

170,141

284,280

—

iShares

Core

Total

USD

Bond

Market

ETF

.........

246,824,801

78,006,169

(29,509,977

)

194,339

(31,213,051

)

264,302,281

5,513,189

4,867,467

—

$

40,330,361

$

(225,621,464

)

$

1,495,981,990

$

34,042,783

$

25,353

(a)

Represents

net

amount

purchased

(sold).

(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.

iShares

®

Core

Aggressive

Allocation

ETF

Schedule

of

Investments

(continued)

July

31,

2022

17

Schedule

of

Investments

Derivative

Financial

Instruments

Outstanding

as

of

Period

End

Derivative

Financial

Instruments

Categorized

by

Risk

Exposure 

As

of

period

end,

the

fair

values

of

derivative

financial

instruments

located

in

the

Statements

of

Assets

and

Liabilities

were

as

follows: 

For

the period

ended

July

31,

2022,

the

effect

of

derivative

financial

instruments

in

the

Statements

of

Operations

was

as

follows:

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

Futures

Contracts

Description

Number

of

Contracts

Expiration

Date

Notional

Amount

(000)

Value/

Unrealized

Appreciation

(Depreciation)

Long

Contracts

S&P

500

E-Mini

Index

...................................................................

12

09/16/22

$

2,480

$

103,275

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Assets

—

Derivative

Financial

Instruments

Futures

contracts

Unrealized

appreciation

on

futures

contracts

(a)

.............

$

—

$

—

$

103,275

$

—

$

—

$

—

$

103,275

(a)

Net

cumulative

unrealized

appreciation

(depreciation)

on

futures

contracts

are

reported

in

the

Schedule

of

Investments.

In

the

Statements

of

Assets

and

Liabilities,

only

current

day's

variation

margin

is

reported

in

receivables

or

payables

and

the

net

cumulative

unrealized

appreciation

(depreciation)

is

included

in

accumulated

earnings

(loss).

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Net

Realized

Gain

(Loss)

from

Futures

contracts

..................................

$

—

$

—

$

(418,078

)

$

—

$

—

$

—

$

(418,078

)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

contracts

..................................

$

—

$

—

$

63,159

$

—

$

—

$

—

$

63,159

Futures

contracts

Average

notional

value

of

contracts

—

long

...................................................................................

$

1,778,548

a

For

more

information

about

the

Fund’s

investment

risks

regarding

derivative

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

Schedule

of

Investments

(continued)

July

31,

2022

iShares

®

Core

Aggressive

Allocation

ETF

18

2022

iShares

Annual

Report

to

Shareholders

Fair

Value

Hierarchy

as

of

Period

End 

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

For

a

description

of

the

input

levels

and

information

about

the

Fund's

policy

regarding

valuation

of

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

The

following

table

summarizes

the

Fund’s

financial

instruments

categorized

in

the

fair

value

hierarchy.

The

breakdown

of

the

Fund’s

financial

instruments

into

major

categories

is

disclosed

in

the

Schedule

of

Investments

above.

See

notes

to

financial

statements.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Investment

Companies

.........................................

$

1,491,150,864

$

—

$

—

$

1,491,150,864

Short-Term

Securities

Money

Market

Funds

..........................................

4,831,126

—

—

4,831,126

$

1,495,981,990

$

—

$

—

$

1,495,981,990

Derivative

Financial

Instruments

(a)

Assets

Equity

Contracts

...............................................

$

103,275

$

—

$

—

$

103,275

a

(a)

Derivative

financial

instruments

are

futures

contracts.

Futures

contracts

are

valued

at

the

unrealized

appreciation

(depreciation)

on

the

instrument.

iShares

®

Core

Conservative

Allocation

ETF

Schedule

of

Investments

July

31,

2022

(Percentages

shown

are

based

on

Net

Assets)

19

Schedule

of

Investments

Security

Shares

Value

a

Investment

Companies

(a)

Domestic

Equity

 — 

17

.2

%

iShares

Core

S&P

500

ETF

...................

297,502

$

123,249,129

iShares

Core

S&P

Mid-Cap

ETF

................

29,971

7,520,623

iShares

Core

S&P

Small-Cap

ETF

..............

32,410

3,292,532

134,062,284

a

Domestic

Fixed

Income

 — 

60

.3

%

iShares

Core

Total

USD

Bond

Market

ETF

.........

9,776,332

468,677,355

a

International

Equity

 — 

11

.6

%

iShares

Core

MSCI

Emerging

Markets

ETF

........

465,209

22,823,154

iShares

Core

MSCI

International

Developed

Markets

ETF

.................................

1,188,510

67,340,977

90,164,131

a

International

Fixed

Income

 — 

10

.7

%

iShares

Core

International

Aggregate

Bond

ETF

.....

1,612,931

82,767,554

a

Total

Long-Term

Investments — 99.8%

(Cost:

$

847,956,176

)

................................

775,671,324

Security

Shares

Value

a

Short-Term

Securities

Money

Market

Funds

 — 

0

.3

%

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

,

1.84

%

(a)

(b)

.............................

2,230,003

$

2,230,003

a

Total

Short-Term

Securities — 0.3%

(Cost:

$

2,230,003

)

..................................

2,230,003

Total

Investments

—

100.1%

(Cost:

$

850,186,179

)

................................

777,901,327

Liabilities

in

Excess

of

Other

Assets

—

(

0

.1

)

%

...............

(

449,561

)

Net

Assets

—

100.0%

.................................

$

777,451,766

(a)

Affiliate

of

the

Fund.

(b)

Annualized

7-day

yield

as

of

period

end.

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the

year

ended

July

31,

2022

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/21

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/22

  Shares

Held

at

07/31/22

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

(a)

......

$

—

$

7,415

(b)

$

—

$

(

7,415

)

$

—

$

—

—

$

7,674

(c)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

1,661,000

569,003

(b)

—

—

—

2,230,003

2,230,003

7,592

—

iShares

Core

International

Aggregate

Bond

ETF

.........

98,849,025

71,375,133

(

78,223,606

)

(

326,526

)

(

8,906,472

)

82,767,554

1,612,931

1,211,592

57,140

iShares

Core

MSCI

Emerging

Markets

ETF

.........

30,584,348

21,672,118

(

21,748,174

)

1,320,244

(

9,005,382

)

22,823,154

465,209

1,057,773

—

iShares

Core

MSCI

International

Developed

Markets

ETF

.........

91,596,469

59,761,773

(

67,802,050

)

3,823,886

(

20,039,101

)

67,340,977

1,188,510

3,297,951

—

iShares

Core

S&P

500

ETF

......

149,235,706

103,062,419

(

120,239,280

)

30,949,388

(

39,759,104

)

123,249,129

297,502

2,139,914

—

iShares

Core

S&P

Mid-Cap

ETF

...

9,385,099

6,345,656

(

7,567,046

)

1,773,925

(

2,417,011

)

7,520,623

29,971

131,808

—

iShares

Core

S&P

Small-Cap

ETF

.

4,276,875

2,791,820

(

3,440,364

)

826,831

(

1,162,630

)

3,292,532

32,410

68,403

—

iShares

Core

Total

USD

Bond

Market

ETF

.........

559,809,278

405,793,898

(

426,058,082

)

(

6,480,018

)

(

64,387,721

)

468,677,355

9,776,332

11,077,138

—

$

31,880,315

$

(

145,677,421

)

$

777,901,327

$

18,999,845

$

57,140

(a)

As

of

period

end,

the

entity

is

no

longer

held.

(b)

Represents

net

amount

purchased

(sold).

Schedule

of

Investments

(continued)

July

31,

2022

iShares

®

Core

Conservative

Allocation

ETF

20

2022

iShares

Annual

Report

to

Shareholders

Fair

Value

Hierarchy

as

of

Period

End 

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

For

a

description

of

the

input

levels

and

information

about

the

Fund's

policy

regarding

valuation

of

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

The

following

table

summarizes

the

Fund’s

financial

instruments

categorized

in

the

fair

value

hierarchy.

The

breakdown

of

the

Fund’s

financial

instruments

into

major

categories

is

disclosed

in

the

Schedule

of

Investments

above.

See

notes

to

financial

statements.

(c)

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.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Investment

Companies

.........................................

$

775,671,324

$

—

$

—

$

775,671,324

Short-Term

Securities

Money

Market

Funds

..........................................

2,230,003

—

—

2,230,003

$

777,901,327

$

—

$

—

$

777,901,327

iShares

®

Core

Growth

Allocation

ETF

Schedule

of

Investments

July

31,

2022

(Percentages

shown

are

based

on

Net

Assets)

21

Schedule

of

Investments

Security

Shares

Value

a

Investment

Companies

(a)

Domestic

Equity

 — 

35.1%

iShares

Core

S&P

500

ETF

(b)

..................

1,543,974

$

639,637,549

iShares

Core

S&P

Mid-Cap

ETF

(b)

..............

155,570

39,037,180

iShares

Core

S&P

Small-Cap

ETF

(b)

.............

167,768

17,043,551

695,718,280

a

Domestic

Fixed

Income

 — 

35.0%

iShares

Core

Total

USD

Bond

Market

ETF

.........

14,496,074

694,941,787

a

International

Equity

 — 

23.6%

iShares

Core

MSCI

Emerging

Markets

ETF

........

2,414,345

118,447,766

iShares

Core

MSCI

International

Developed

Markets

ETF

.................................

6,167,941

349,475,537

467,923,303

a

International

Fixed

Income

 — 

6.2%

iShares

Core

International

Aggregate

Bond

ETF

.....

2,391,647

122,727,366

a

Total

Long-Term

Investments — 99.9%

(Cost:

$1,996,482,372)

...............................

1,981,310,736

Security

Shares

Value

a

Short-Term

Securities

Money

Market

Funds

 — 

8.2%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares,

1.96%

(a)(c)(d)

............................

161,535,850

$

161,535,851

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

1.84%

(a)(c)

.............................

2,239,395

2,239,395

a

Total

Short-Term

Securities — 8.2%

(Cost:

$163,742,947)

................................

163,775,246

Total

Investments

—

108.1%

(Cost:

$2,160,225,319)

...............................

2,145,085,982

Liabilities

in

Excess

of

Other

Assets

—

(8.1)%

...............

(161,648,271)

Net

Assets

—

100.0%

.................................

$

1,983,437,711

(a)

Affiliate

of

the

Fund.

(b)

All

or

a

portion

of

this

security

is

on

loan.

(c)

Annualized

7-day

yield

as

of

period

end.

(d)

All

or

a

portion

of

this

security

was

purchased

with

the

cash

collateral

from

loaned

securities.

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the

year

ended

July

31,

2022

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/21

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/22

  Shares

Held

at

07/31/22

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

—

$

161,500,200

(a)

$

—

$

3,352

$

32,299

$

161,535,851

161,535,850

$

15,001

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

.

1,523,000

716,395

(a)

—

—

—

2,239,395

2,239,395

19,199

—

iShares

Core

International

Aggregate

Bond

ETF

.........

110,030,490

57,241,757

(34,293,860

)

1,018,615

(11,269,636

)

122,727,366

2,391,647

1,436,951

67,896

iShares

Core

MSCI

Emerging

Markets

ETF

.........

119,154,769

62,035,597

(32,026,612

)

4,293,455

(

35,009,443

)

118,447,766

2,414,345

4,485,278

—

iShares

Core

MSCI

International

Developed

Markets

ETF

.........

356,851,973

162,567,791

(103,909,056

)

8,432,808

(74,467,979

)

349,475,537

6,167,941

14,202,684

—

iShares

Core

S&P

500

ETF

.........

581,403,308

280,189,523

(184,501,551

)

66,278,832

(103,732,563

)

639,637,549

1,543,974

8,694,164

—

iShares

Core

S&P

Mid-Cap

ETF

...

36,553,257

17,189,750

(11,933,299

)

3,365,213

(6,137,741

)

39,037,180

155,570

536,099

—

iShares

Core

S&P

Small-Cap

ETF

.

16,649,040

7,653,181

(5,842,565

)

1,377,388

(2,793,493

)

17,043,551

167,768

280,306

—

iShares

Core

Total

USD

Bond

Market

ETF

.........

623,132,518

327,680,333

(176,509,963

)

1,506,450

(80,867,551

)

694,941,787

14,496,074

12,605,997

—

$

86,276,113

$

(314,246,107

)

$

2,145,085,982

$

42,275,679

$

67,896

(a)

Represents

net

amount

purchased

(sold).

(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.

Schedule

of

Investments

(continued)

July

31,

2022

iShares

®

Core

Growth

Allocation

ETF

22

2022

iShares

Annual

Report

to

Shareholders

Fair

Value

Hierarchy

as

of

Period

End 

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

For

a

description

of

the

input

levels

and

information

about

the

Fund's

policy

regarding

valuation

of

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

The

following

table

summarizes

the

Fund’s

financial

instruments

categorized

in

the

fair

value

hierarchy.

The

breakdown

of

the

Fund’s

financial

instruments

into

major

categories

is

disclosed

in

the

Schedule

of

Investments

above.

See

notes

to

financial

statements.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Investment

Companies

.....................................

$

1,981,310,736

$

—

$

—

$

1,981,310,736

Short-Term

Securities

Money

Market

Funds

......................................

163,775,246

—

—

163,775,246

$

2,145,085,982

$

—

$

—

$

2,145,085,982

iShares

®

Core

Moderate

Allocation

ETF

Schedule

of

Investments

July

31,

2022

(Percentages

shown

are

based

on

Net

Assets)

23

Schedule

of

Investments

Security

Shares

Value

a

Investment

Companies

(a)

Domestic

Equity

 — 

23.1%

iShares

Core

S&P

500

ETF

(b)

..................

803,109

$

332,711,997

iShares

Core

S&P

Mid-Cap

ETF

(b)

..............

80,936

20,309,270

iShares

Core

S&P

Small-Cap

ETF

(b)

.............

87,341

8,872,972

361,894,239

a

Domestic

Fixed

Income

 — 

52.0%

iShares

Core

Total

USD

Bond

Market

ETF

.........

16,965,191

813,311,256

a

International

Equity

 — 

15.5%

iShares

Core

MSCI

Emerging

Markets

ETF

........

1,255,830

61,611,020

iShares

Core

MSCI

International

Developed

Markets

ETF

.................................

3,208,224

181,777,972

243,388,992

a

International

Fixed

Income

 — 

9.2%

iShares

Core

International

Aggregate

Bond

ETF

.....

2,798,997

143,630,531

a

Total

Long-Term

Investments — 99.8%

(Cost:

$1,619,843,387)

...............................

1,562,225,018

Security

Shares

Value

a

Short-Term

Securities

Money

Market

Funds

 — 

4.3%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares,

1.96%

(a)(c)(d)

............................

63,558,320

$

63,558,320

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

1.84%

(a)(c)

.............................

2,973,259

2,973,259

a

Total

Short-Term

Securities — 4.3%

(Cost:

$66,519,040)

.................................

66,531,579

Total

Investments

—

104.1%

(Cost:

$1,686,362,427)

...............................

1,628,756,597

Liabilities

in

Excess

of

Other

Assets

—

(4.1)%

...............

(63,672,866)

Net

Assets

—

100.0%

.................................

$

1,565,083,731

(a)

Affiliate

of

the

Fund.

(b)

All

or

a

portion

of

this

security

is

on

loan.

(c)

Annualized

7-day

yield

as

of

period

end.

(d)

All

or

a

portion

of

this

security

was

purchased

with

the

cash

collateral

from

loaned

securities.

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the

year

ended

July

31,

2022

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/21

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/22

  Shares

Held

at

07/31/22

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

—

$

63,546,216

(a)

$

—

$

(435

)

$

12,539

$

63,558,320

63,558,320

$

8,042

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

1,776,000

1,197,259

(a)

—

—

—

2,973,259

2,973,259

15,013

—

iShares

Core

International

Aggregate

Bond

ETF

.........

153,049,515

42,630,363

(38,396,496

)

353,495

(14,006,346

)

143,630,531

2,798,997

1,813,509

85,526

iShares

Core

MSCI

Emerging

Markets

ETF

.........

73,662,595

21,678,557

(15,774,133

)

2,172,987

(20,128,986

)

61,611,020

1,255,830

2,509,564

—

iShares

Core

MSCI

International

Developed

Markets

ETF

.........

220,609,290

54,373,815

(54,890,645

)

4,079,646

(42,394,134

)

181,777,972

3,208,224

7,851,768

—

iShares

Core

S&P

500

ETF

......

359,429,377

92,624,830

(97,286,903

)

30,202,701

(52,258,008

)

332,711,997

803,109

5,038,632

—

iShares

Core

S&P

Mid-Cap

ETF

...

22,610,059

5,704,779

(6,351,128

)

1,691,184

(3,345,624

)

20,309,270

80,936

310,353

—

iShares

Core

S&P

Small-Cap

ETF

.

10,293,984

2,556,211

(3,128,506

)

674,829

(1,523,546

)

8,872,972

87,341

162,370

—

iShares

Core

Total

USD

Bond

Market

ETF

.........

866,759,864

246,916,744

(194,184,236

)

(766,434

)

(105,414,682

)

813,311,256

16,965,191

16,437,703

—

$

38,407,973

$

(239,058,787

)

$

1,628,756,597

$

34,146,954

$

85,526

(a)

Represents

net

amount

purchased

(sold).

(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.

Schedule

of

Investments

(continued)

July

31,

2022

iShares

®

Core

Moderate

Allocation

ETF

24

2022

iShares

Annual

Report

to

Shareholders

Fair

Value

Hierarchy

as

of

Period

End 

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

For

a

description

of

the

input

levels

and

information

about

the

Fund's

policy

regarding

valuation

of

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

The

following

table

summarizes

the

Fund’s

financial

instruments

categorized

in

the

fair

value

hierarchy.

The

breakdown

of

the

Fund’s

financial

instruments

into

major

categories

is

disclosed

in

the

Schedule

of

Investments

above.

See

notes

to

financial

statements.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Investment

Companies

.....................................

$

1,562,225,018

$

—

$

—

$

1,562,225,018

Short-Term

Securities

Money

Market

Funds

......................................

66,531,579

—

—

66,531,579

$

1,628,756,597

$

—

$

—

$

1,628,756,597

iShares

®

Morningstar

Multi-Asset

Income

ETF

Schedule

of

Investments

July

31,

2022

(Percentages

shown

are

based

on

Net

Assets)

25

Schedule

of

Investments

Security

Shares

Value

a

Investment

Companies

(a)

Domestic

Equity

 — 

16

.0

%

iShares

Preferred

and

Income

Securities

ETF

.......

807,469

$

28,075,697

a

Domestic

Fixed

Income

 — 

5

.1

%

iShares

10-20

Year

Treasury

Bond

ETF

...........

58,573

7,230,837

iShares

20+

Year

Treasury

Bond

ETF

............

14,998

1,761,215

8,992,052

a

Domestic

Real

Estate

 — 

5

.3

%

iShares

Mortgage

Real

Estate

ETF

(b)

.............

135,571

4,149,829

iShares

U.S.

Real

Estate

ETF

.................

50,868

5,093,413

9,243,242

a

International

Equity

 — 

17

.6

%

iShares

Emerging

Markets

Dividend

ETF

..........

586,478

15,178,051

iShares

International

Select

Dividend

ETF

.........

573,644

15,872,729

31,050,780

a

International

Fixed

Income

 — 

19

.8

%

iShares

J.P.

Morgan

EM

Local

Currency

Bond

ETF

...

254,115

8,665,321

iShares

J.P.

Morgan

USD

Emerging

Markets

Bond

ETF

298,177

26,245,540

34,910,861

a

Mortgage-Backed

Securities

 — 

15

.5

%

iShares

MBS

ETF

.........................

271,450

27,259,009

a

Security

Shares

Value

a

Non-Investment

Grade

Bonds

 — 

20

.6

%

iShares

iBoxx

$

High

Yield

Corporate

Bond

ETF

(b)

....

464,537

$

36,322,148

a

Total

Long-Term

Investments — 99.9%

(Cost:

$

196,281,141

)

................................

175,853,789

a

Short-Term

Securities

Money

Market

Funds

 — 

22

.8

%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

,

1.96

%

(a)

(c)

(d)

............................

39,860,940

39,860,940

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

,

1.84

%

(a)

(c)

.............................

218,181

218,181

a

Total

Short-Term

Securities — 22.8%

(Cost:

$

40,072,650

)

.................................

40,079,121

Total

Investments

—

122.7%

(Cost:

$

236,353,791

)

................................

215,932,910

Liabilities

in

Excess

of

Other

Assets

—

(

22

.7

)

%

..............

(

39,892,354

)

Net

Assets

—

100.0%

.................................

$

176,040,556

(a)

Affiliate

of

the

Fund.

(b)

All

or

a

portion

of

this

security

is

on

loan.

(c)

Annualized

7-day

yield

as

of

period

end.

(d)

All

or

a

portion

of

this

security

was

purchased

with

the

cash

collateral

from

loaned

securities.

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the

year

ended

July

31,

2022

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/21

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/22

  Shares

Held

at

07/31/22

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

13,891,231

$

25,982,344

(a)

$

—

$

(

501

)

$

(

12,134

)

$

39,860,940

39,860,940

$

484,318

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

140,000

78,181

(a)

—

—

—

218,181

218,181

611

—

iShares

10-20

Year

Treasury

Bond

ETF

25,390,759

12,589,607

(

25,737,604

)

(

5,636,164

)

624,239

7,230,837

58,573

430,274

—

iShares

20+

Year

Treasury

Bond

ETF

38,754,388

651,404

(

33,371,234

)

(

6,769,908

)

2,496,565

1,761,215

14,998

308,652

—

iShares

7-10

Year

Treasury

Bond

ETF

(c)

........

11,183,745

—

(

11,131,622

)

225,532

(

277,655

)

—

—

7,232

—

iShares

Core

High

Dividend

ETF

(c)

.

22,389,381

246,747

(

23,635,413

)

1,786,999

(

787,714

)

—

—

265,177

—

iShares

Emerging

Markets

Dividend

ETF

.........

22,843,120

5,989,598

(

6,825,405

)

60,040

(

6,889,302

)

15,178,051

586,478

1,249,200

—

iShares

iBoxx

$

High

Yield

Corporate

Bond

ETF

.....

13,749,068

39,574,324

(

13,652,681

)

11,467

(

3,360,030

)

36,322,148

464,537

923,994

—

iShares

International

Developed

Real

Estate

ETF

(c)

...

—

1,741,992

(

1,616,236

)

(

125,756

)

—

—

—

16,639

—

Schedule

of

Investments

(continued)

July

31,

2022

iShares

®

Morningstar

Multi-Asset

Income

ETF

26

2022

iShares

Annual

Report

to

Shareholders

Fair

Value

Hierarchy

as

of

Period

End 

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

For

a

description

of

the

input

levels

and

information

about

the

Fund's

policy

regarding

valuation

of

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

The

following

table

summarizes

the

Fund’s

financial

instruments

categorized

in

the

fair

value

hierarchy.

The

breakdown

of

the

Fund’s

financial

instruments

into

major

categories

is

disclosed

in

the

Schedule

of

Investments

above.

See

notes

to

financial

statements.

Affiliates

(continued)

Affiliated

Issuer

Value

at

07/31/21

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/22

  Shares

Held

at

07/31/22

Income

  Capital

Gain

Distributions

from

Underlying

Funds

iShares

International

Select

Dividend

ETF

.........

$

1,122,377

$

21,959,342

$

(

4,840,700

)

$

160,586

$

(

2,528,876

)

$

15,872,729

573,644

$

857,882

$

—

iShares

J.P.

Morgan

EM

Local

Currency

Bond

ETF

.....

11,784,335

14,676,279

(

13,054,948

)

(

2,507,168

)

(

2,233,177

)

8,665,321

254,115

849,322

—

iShares

J.P.

Morgan

USD

Emerging

Markets

Bond

ETF

11,396,778

38,057,414

(

21,658,277

)

(

697,483

)

(

852,892

)

26,245,540

298,177

330,399

—

iShares

MBS

ETF

.

35,775,205

7,884,183

(

14,136,518

)

(

466,731

)

(

1,797,130

)

27,259,009

271,450

290,159

—

iShares

Mortgage

Real

Estate

ETF

.

8,267,709

9,943,385

(

13,451,729

)

(

1,734,324

)

1,124,788

4,149,829

135,571

206,313

—

iShares

Preferred

and

Income

Securities

ETF

.........

36,571,471

4,513,704

(

8,947,508

)

(

261,027

)

(

3,800,943

)

28,075,697

807,469

1,399,722

—

iShares

U.S.

Real

Estate

ETF

....

3,856,007

13,383,626

(

11,732,916

)

(

247,216

)

(

166,088

)

5,093,413

50,868

133,202

—

$

(

16,201,654

)

$

(

18,460,349

)

$

215,932,910

$

7,753,096

$

—

(a)

Represents

net

amount

purchased

(sold).

(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.

(c)

As

of

period

end,

the

entity

is

no

longer

held.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Investment

Companies

.....................................

$

175,853,789

$

—

$

—

$

175,853,789

Short-Term

Securities

Money

Market

Funds

......................................

40,079,121

—

—

40,079,121

$

215,932,910

$

—

$

—

$

215,932,910

27

Financial

Statements

Statements

of

Assets

and

Liabilities

July

31,

2022

See

notes

to

financial

statements.

iShares

Core

Aggressive

Allocation

ETF

iShares

Core

Conservative

Allocation

ETF

iShares

Core

Growth

Allocation

ETF

iShares

Core

Moderate

Allocation

ETF

ASSETS

Investments,

at

value

—

affiliated

(a)

(b)

.......................................

$

1,495,981,990

‌

$

777,901,327

‌

$

2,145,085,982

‌

$

1,628,756,597

‌

Cash

............................................................

29,389

‌

—

‌

—

‌

—

‌

Cash

pledged:

Futures

contracts

..................................................

140,000

‌

—

‌

—

‌

—

‌

Receivables:

Securities

lending

income

—

affiliated

....................................

8,101

‌

6,800

‌

12,174

‌

6,135

‌

Dividends

—

affiliated

...............................................

4,684

‌

2,204

‌

5,408

‌

4,189

‌

Variation

margin

on

futures

contracts

.....................................

36,000

‌

—

‌

—

‌

—

‌

Total

assets

.......................................................

1,496,200,164

‌

777,910,331

‌

2,145,103,564

‌

1,628,766,921

‌

LIABILITIES

Collateral

on

securities

loaned

...........................................

2,166,428

‌

9,564

‌

161,500,200

‌

63,545,225

‌

Payables:

Capital

shares

redeemed

.............................................

5,645

‌

372,533

‌

—

‌

11,547

‌

Investment

advisory

fees

.............................................

127,906

‌

76,468

‌

165,653

‌

126,418

‌

Total

liabilities

......................................................

2,299,979

‌

458,565

‌

161,665,853

‌

63,683,190

‌

NET

ASSETS

......................................................

$

1,493,900,185

‌

$

777,451,766

‌

$

1,983,437,711

‌

$

1,565,083,731

‌

NET

ASSETS

CONSIST

OF:

Paid-in

capital

......................................................

$

1,396,700,872

‌

$

853,473,284

‌

$

2,008,499,602

‌

$

1,629,583,785

‌

Accumulated

earnings

(loss)

............................................

97,199,313

‌

(

76,021,518

)

(

25,061,891

)

(

64,500,054

)

NET

ASSETS

......................................................

$

1,493,900,185

‌

$

777,451,766

‌

$

1,983,437,711

‌

$

1,565,083,731

‌

NET

ASSET

VALUE

Shares

outstanding

..................................................

23,700,000

‌

21,750,000

‌

39,600,000

‌

38,750,000

‌

Net

asset

value

.....................................................

$

63.03

‌

$

35.74

‌

$

50.09

‌

$

40.39

‌

Shares

authorized

...................................................

Unlimited

Unlimited

Unlimited

Unlimited

Par

value

.........................................................

None

None

None

None

(a)

Securities

loaned,

at

value

...........................................

$

2,144,476

‌

$

—

‌

$

160,616,683

‌

$

63,201,387

‌

(b)

Investments,

at

cost

—

affiliated

........................................

$

1,389,888,692

‌

$

850,186,179

‌

$

2,160,225,319

‌

$

1,686,362,427

‌

28

2022

iShares

Annual

Report

to

Shareholders

Statements

of

Assets

and

Liabilities

(continued)

July

31,

2022

See

notes

to

financial

statements.

iShares

Morningstar

Multi-

Asset

Income

ETF

ASSETS

Investments,

at

value

—

affiliated

(a)

(b)

......................................................................................

$

215,932,910

‌

Receivables:

Securities

lending

income

—

affiliated

...................................................................................

32,958

‌

Dividends

—

affiliated

..............................................................................................

324

‌

Total

assets

......................................................................................................

215,966,192

‌

LIABILITIES

Collateral

on

securities

loaned

..........................................................................................

39,892,772

‌

Payables:

Investment

advisory

fees

............................................................................................

32,864

‌

Total

liabilities

.....................................................................................................

39,925,636

‌

NET

ASSETS

.....................................................................................................

$

176,040,556

‌

NET

ASSETS

CONSIST

OF:

Paid-in

capital

.....................................................................................................

$

238,888,258

‌

Accumulated

loss

..................................................................................................

(

62,847,702

)

NET

ASSETS

.....................................................................................................

$

176,040,556

‌

NET

ASSET

VALUE

Shares

outstanding

.................................................................................................

8,600,000

‌

Net

asset

value

....................................................................................................

$

20.47

‌

Shares

authorized

..................................................................................................

Unlimited

Par

value

........................................................................................................

None

(a)

Securities

loaned,

at

value

..........................................................................................

$

39,179,049

‌

(b)

Investments,

at

cost

—

affiliated

.......................................................................................

$

236,353,791

‌

29

Financial

Statements

Statements

of

Operations

Year

Ended

July

31,

2022

See

notes

to

financial

statements.

iShares

Core

Aggressive

Allocation

ETF

iShares

Core

Conservative

Allocation

ETF

iShares

Core

Growth

Allocation

ETF

iShares

Core

Moderate

Allocation

ETF

INVESTMENT

INCOME

Dividends

—

affiliated

..............................................

$

34,030,888

‌

$

18,992,171

‌

$

42,260,678

‌

$

34,138,912

‌

Securities

lending

income

—

affiliated

—

net

...............................

11,895

‌

7,674

‌

15,001

‌

8,042

‌

Total

investment

income

..............................................

34,042,783

‌

18,999,845

‌

42,275,679

‌

34,146,954

‌

EXPENSES

Investment

advisory

...............................................

2,617,405

‌

1,709,903

‌

3,394,741

‌

2,975,619

‌

Professional

fees

.................................................

217

‌

217

‌

217

‌

217

‌

Total

expenses

....................................................

2,617,622

‌

1,710,120

‌

3,394,958

‌

2,975,836

‌

Less:

(

727,984

)

(

568,391

)

(

1,018,538

)

(

951,001

)

Investment

advisory

fees

waived

.......................................

(

727,984

)

(

568,391

)

(

1,018,538

)

(

951,001

)

Total

expenses

after

fees

waived

........................................

1,889,638

‌

1,141,729

‌

2,376,420

‌

2,024,835

‌

Net

investment

income

...............................................

32,153,145

‌

17,858,116

‌

39,899,259

‌

32,122,119

‌

—

‌

—

‌

—

‌

—

‌

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

from:

Investments

—

affiliated

...........................................

(

989,773

)

(

420,218

)

(

664,748

)

(

822,100

)

Capital

gain

distributions

from

underlying

funds

—

affiliated

...................

25,353

‌

57,140

‌

67,896

‌

85,526

‌

Futures

contracts

...............................................

(

418,078

)

—

‌

—

‌

—

‌

In-kind

redemptions

(a)

.............................................

41,320,134

‌

32,300,533

‌

86,940,861

‌

39,230,073

‌

39,937,636

‌

31,937,455

‌

86,344,009

‌

38,493,499

‌

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

—

affiliated

...........................................

(

225,621,464

)

(

145,677,421

)

(

314,246,107

)

(

239,058,787

)

Futures

contracts

...............................................

63,159

‌

—

‌

—

‌

—

‌

(

225,558,305

)

(

145,677,421

)

(

314,246,107

)

(

239,058,787

)

Net

realized

and

unrealized

loss

.........................................

(

185,620,669

)

(

113,739,966

)

(

227,902,098

)

(

200,565,288

)

NET

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

..............

$

(

153,467,524

)

$

(

95,881,850

)

$

(

188,002,839

)

$

(

168,443,169

)

(a)

See

Note

2

of

the

Notes

to

Financial

Statements.

30

2022

iShares

Annual

Report

to

Shareholders

Statements

of

Operations

(continued)

Year

Ended

July

31,

2022

See

notes

to

financial

statements.

iShares

Morningstar

Multi-

Asset

Income

ETF

INVESTMENT

INCOME

Dividends

—

affiliated

..............................................................................................

$

7,268,778

‌

Securities

lending

income

—

affiliated

—

net

...............................................................................

484,318

‌

Total

investment

income

..............................................................................................

7,753,096

‌

EXPENSES

Investment

advisory

...............................................................................................

526,047

‌

Professional

fees

.................................................................................................

217

‌

Total

expenses

....................................................................................................

526,264

‌

Less:

(

5,995

)

Investment

advisory

fees

waived

.......................................................................................

(

5,995

)

Total

expenses

after

fees

waived

........................................................................................

520,269

‌

Net

investment

income

...............................................................................................

7,232,827

‌

—

‌

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

from:

Investments

—

affiliated

...........................................................................................

(

15,410,740

)

In-kind

redemptions

(a)

.............................................................................................

(

790,914

)

(

16,201,654

)

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

—

affiliated

...........................................................................................

(

18,460,349

)

(

18,460,349

)

Net

realized

and

unrealized

loss

.........................................................................................

(

34,662,003

)

NET

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

..............................................................

$

(

27,429,176

)

(a)

See

Note

2

of

the

Notes

to

Financial

Statements.

31

Statements

of

Changes

in

Net

Assets

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

iShares

Core

Aggressive

Allocation

ETF

iShares

Core

Conservative

Allocation

ETF

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/22

Year

Ended

07/31/21

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

.........................................

$

32,153,145

‌

$

19,874,953

‌

$

17,858,116

‌

$

13,179,502

‌

Net

realized

gain

.............................................

39,937,636

‌

22,007,730

‌

31,937,455

‌

32,643,402

‌

Net

change

in

unrealized

appreciation

(depreciation)

.....................

(

225,558,305

)

242,147,462

‌

(

145,677,421

)

31,604,915

‌

Net

increase

(decrease)

in

net

assets

resulting

from

operations

................

(

153,467,524

)

284,030,145

‌

(

95,881,850

)

77,427,819

‌

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

..............

(

32,266,259

)

(

20,581,128

)

(

17,925,123

)

(

14,457,143

)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

(decrease)

in

net

assets

derived

from

capital

share

transactions

......

214,927,706

‌

185,091,938

‌

(

53,997,076

)

183,867,378

‌

NET

ASSETS

Total

increase

(decrease)

in

net

assets

................................

29,193,923

‌

448,540,955

‌

(

167,804,049

)

246,838,054

‌

Beginning

of

year

...............................................

1,464,706,262

‌

1,016,165,307

‌

945,255,815

‌

698,417,761

‌

End

of

year

...................................................

$

1,493,900,185

‌

$

1,464,706,262

‌

$

777,451,766

‌

$

945,255,815

‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

32

2022

iShares

Annual

Report

to

Shareholders

Statements

of

Changes

in

Net

Assets

(continued)

See

notes

to

financial

statements.

iShares

Core

Growth

Allocation

ETF

iShares

Core

Moderate

Allocation

ETF

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/22

Year

Ended

07/31/21

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

.........................................

$

39,899,259

‌

$

25,949,482

‌

$

32,122,119

‌

$

23,134,026

‌

Net

realized

gain

.............................................

86,344,009

‌

60,814,176

‌

38,493,499

‌

49,451,984

‌

Net

change

in

unrealized

appreciation

(depreciation)

.....................

(

314,246,107

)

203,291,958

‌

(

239,058,787

)

105,739,072

‌

Net

increase

(decrease)

in

net

assets

resulting

from

operations

................

(

188,002,839

)

290,055,616

‌

(

168,443,169

)

178,325,082

‌

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

..............

(

40,047,030

)

(

27,609,936

)

(

32,237,867

)

(

25,186,094

)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

in

net

assets

derived

from

capital

share

transactions

..............

366,489,181

‌

168,248,398

‌

57,844,441

‌

315,724,534

‌

NET

ASSETS

Total

increase

(decrease)

in

net

assets

................................

138,439,312

‌

430,694,078

‌

(

142,836,595

)

468,863,522

‌

Beginning

of

year

...............................................

1,844,998,399

‌

1,414,304,321

‌

1,707,920,326

‌

1,239,056,804

‌

End

of

year

...................................................

$

1,983,437,711

‌

$

1,844,998,399

‌

$

1,565,083,731

‌

$

1,707,920,326

‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

33

Statements

of

Changes

in

Net

Assets

Statements

of

Changes

in

Net

Assets

(continued)

See

notes

to

financial

statements.

iShares

Morningstar

Multi-Asset

Income

ETF

Year

Ended

07/31/22

Year

Ended

07/31/21

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

............................................................................

$

7,232,827

‌

$

8,175,908

‌

Net

realized

loss

................................................................................

(

16,201,654

)

(

5,964,961

)

Net

change

in

unrealized

appreciation

(depreciation)

........................................................

(

18,460,349

)

22,646,447

‌

Net

increase

(decrease)

in

net

assets

resulting

from

operations

...................................................

(

27,429,176

)

24,857,394

‌

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

.................................................

(

7,447,378

)

(

9,541,720

)

CAPITAL

SHARE

TRANSACTIONS

Net

decrease

in

net

assets

derived

from

capital

share

transactions

.................................................

(

32,274,013

)

(

51,574,819

)

NET

ASSETS

Total

decrease

in

net

assets

..........................................................................

(

67,150,567

)

(

36,259,145

)

Beginning

of

year

..................................................................................

243,191,123

‌

279,450,268

‌

End

of

year

......................................................................................

$

176,040,556

‌

$

243,191,123

‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

34

2022

iShares

Annual

Report

to

Shareholders

Financial

Highlights

(For

a

share

outstanding

throughout

each

period)

See

notes

to

financial

statements.

iShares

Core

Aggressive

Allocation

ETF

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Year

Ended

07/31/18

Net

asset

value,

beginning

of

year

..........................

$

70.93

‌

$

56.77

‌

$

54.53

‌

$

54.21

‌

$

52.49

‌

Net

investment

income

(a)

................................

1

.43

‌

1

.05

‌

1

.24

‌

1

.29

‌

1

.06

‌

Net

realized

and

unrealized

gain

(loss)

(b)

......................

(

7

.93

)

14.19

‌

2

.24

‌

0

.28

‌

3

.51

‌

Net

increase

(decrease)

from

investment

operations

...............

(

6

.50

)

15.24

‌

3

.48

‌

1

.57

‌

4

.57

‌

Distributions

(c)

–

–

–

–

–

From

net

investment

income

.............................

(

1

.40

)

(

1

.08

)

(

1

.24

)

(

1

.25

)

(

1

.05

)

From

net

realized

gains

.................................

—

‌

—

‌

—

‌

—

‌

(

1

.80

)

Total

distributions

......................................

(

1

.40

)

(

1

.08

)

(

1

.24

)

(

1

.25

)

(

2

.85

)

Net

asset

value,

end

of

year

..............................

$

63.03

‌

$

70.93

‌

$

56.77

‌

$

54.53

‌

$

54.21

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

.................................

(

9

.24

)

%

27.01

%

6

.49

%

2

.99

%

8

.84

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

........................................

0

.17

%

0

.25

%

0

.25

%

0

.25

%

0

.25

%

Total

expenses

after

fees

waived

............................

0

.12

%

0

.20

%

0

.19

%

0

.19

%

0

.18

%

Net

investment

income

...................................

2

.11

%

1

.62

%

2

.27

%

2

.44

%

1

.97

%

Supplemental

Data

Net

assets,

end

of

year

(000)

...............................

$

1,493,900

‌

$

1,464,706

‌

$

1,016,165

‌

$

948,896

‌

$

897,242

‌

Portfolio

turnover

rate

(f)

...................................

2

%

6

%

4

%

4

%

40

%

(a)

Based

on

average

shares

outstanding.

(b)

The

amounts

reported

for

a

share

outstanding

may

not

accord

with

the

change

in

aggregate

gains

and

losses

in

securities

for

the

fiscal

period

due

to

the

timing

of

capital

share

transactions

in

relation

to

the

fluctuating

market

values

of

the

Fund’s

underlying

securities.

(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

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(f)

Portfolio

turnover

rate

excludes

in-kind

transactions.

35

Financial

Highlights

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

See

notes

to

financial

statements.

iShares

Core

Conservative

Allocation

ETF

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Year

Ended

07/31/18

Net

asset

value,

beginning

of

year

..........................

$

40.05

‌

$

37.15

‌

$

35.27

‌

$

34.18

‌

$

34.19

‌

Net

investment

income

(a)

................................

0

.68

‌

0

.61

‌

0

.88

‌

0

.98

‌

0

.70

‌

Net

realized

and

unrealized

gain

(loss)

(b)

......................

(

4

.32

)

2

.96

‌

1

.89

‌

1

.08

‌

0

.33

‌

Net

increase

(decrease)

from

investment

operations

...............

(

3

.64

)

3

.57

‌

2

.77

‌

2

.06

‌

1

.03

‌

Distributions

(c)

–

–

–

–

–

From

net

investment

income

.............................

(

0

.67

)

(

0

.67

)

(

0

.89

)

(

0

.97

)

(

0

.72

)

From

net

realized

gains

.................................

—

‌

—

‌

—

‌

—

‌

(

0

.32

)

Total

distributions

......................................

(

0

.67

)

(

0

.67

)

(

0

.89

)

(

0

.97

)

(

1

.04

)

Net

asset

value,

end

of

year

..............................

$

35.74

‌

$

40.05

‌

$

37.15

‌

$

35.27

‌

$

34.18

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

.................................

(

9

.16

)

%

9

.70

%

7

.98

%

6

.17

%

3

.05

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

........................................

0

.17

%

0

.25

%

0

.25

%

0

.25

%

0

.25

%

Total

expenses

after

fees

waived

............................

0

.11

%

0

.19

%

0

.19

%

0

.19

%

0

.18

%

Net

investment

income

...................................

1

.79

%

1

.58

%

2

.46

%

2

.87

%

2

.04

%

Supplemental

Data

Net

assets,

end

of

year

(000)

...............................

$

777,452

‌

$

945,256

‌

$

698,418

‌

$

529,064

‌

$

471,721

‌

Portfolio

turnover

rate

(f)

...................................

2

%

5

%

5

%

3

%

41

%

(a)

Based

on

average

shares

outstanding.

(b)

The

amounts

reported

for

a

share

outstanding

may

not

accord

with

the

change

in

aggregate

gains

and

losses

in

securities

for

the

fiscal

period

due

to

the

timing

of

capital

share

transactions

in

relation

to

the

fluctuating

market

values

of

the

Fund’s

underlying

securities.

(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

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(f)

Portfolio

turnover

rate

excludes

in-kind

transactions.

36

2022

iShares

Annual

Report

to

Shareholders

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

See

notes

to

financial

statements.

iShares

Core

Growth

Allocation

ETF

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Year

Ended

07/31/18

Net

asset

value,

beginning

of

year

..........................

$

56.25

‌

$

47.70

‌

$

45.57

‌

$

44.84

‌

$

44.08

‌

Net

investment

income

(a)

................................

1

.08

‌

0

.84

‌

1

.09

‌

1

.16

‌

0

.88

‌

Net

realized

and

unrealized

gain

(loss)

(b)

......................

(

6

.19

)

8

.60

‌

2

.13

‌

0

.69

‌

1

.96

‌

Net

increase

(decrease)

from

investment

operations

...............

(

5

.11

)

9

.44

‌

3

.22

‌

1

.85

‌

2

.84

‌

Distributions

(c)

–

–

–

–

–

From

net

investment

income

.............................

(

1

.05

)

(

0

.89

)

(

1

.09

)

(

1

.12

)

(

0

.90

)

From

net

realized

gains

.................................

—

‌

—

‌

—

‌

—

‌

(

1

.18

)

Total

distributions

......................................

(

1

.05

)

(

0

.89

)

(

1

.09

)

(

1

.12

)

(

2

.08

)

Net

asset

value,

end

of

year

..............................

$

50.09

‌

$

56.25

‌

$

47.70

‌

$

45.57

‌

$

44.84

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

.................................

(

9

.18

)

%

19.92

%

7

.20

%

4

.24

%

6

.53

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

........................................

0

.17

%

0

.25

%

0

.25

%

0

.25

%

0

.25

%

Total

expenses

after

fees

waived

............................

0

.12

%

0

.20

%

0

.19

%

0

.19

%

0

.18

%

Net

investment

income

...................................

2

.01

%

1

.59

%

2

.37

%

2

.63

%

1

.96

%

Supplemental

Data

Net

assets,

end

of

year

(000)

...............................

$

1,983,438

‌

$

1,844,998

‌

$

1,414,304

‌

$

1,310,259

‌

$

1,118,727

‌

Portfolio

turnover

rate

(f)

...................................

2

%

7

%

4

%

4

%

44

%

(a)

Based

on

average

shares

outstanding.

(b)

The

amounts

reported

for

a

share

outstanding

may

not

accord

with

the

change

in

aggregate

gains

and

losses

in

securities

for

the

fiscal

period

due

to

the

timing

of

capital

share

transactions

in

relation

to

the

fluctuating

market

values

of

the

Fund’s

underlying

securities.

(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

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(f)

Portfolio

turnover

rate

excludes

in-kind

transactions.

37

Financial

Highlights

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

See

notes

to

financial

statements.

iShares

Core

Moderate

Allocation

ETF

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Year

Ended

07/31/18

Net

asset

value,

beginning

of

year

..........................

$

45.30

‌

$

40.76

‌

$

38.77

‌

$

37.73

‌

$

37.48

‌

Net

investment

income

(a)

................................

0

.80

‌

0

.68

‌

0

.96

‌

1

.05

‌

0

.77

‌

Net

realized

and

unrealized

gain

(loss)

(b)

......................

(

4

.91

)

4

.59

‌

1

.99

‌

0

.99

‌

0

.80

‌

Net

increase

(decrease)

from

investment

operations

...............

(

4

.11

)

5

.27

‌

2

.95

‌

2

.04

‌

1

.57

‌

Distributions

(c)

–

–

–

–

–

From

net

investment

income

.............................

(

0

.80

)

(

0

.73

)

(

0

.96

)

(

1

.00

)

(

0

.77

)

From

net

realized

gains

.................................

—

‌

—

‌

—

‌

—

‌

(

0

.55

)

Total

distributions

......................................

(

0

.80

)

(

0

.73

)

(

0

.96

)

(

1

.00

)

(

1

.32

)

Net

asset

value,

end

of

year

..............................

$

40.39

‌

$

45.30

‌

$

40.76

‌

$

38.77

‌

$

37.73

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

.................................

(

9

.15

)

%

13.03

%

7

.75

%

5

.52

%

4

.24

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

........................................

0

.17

%

0

.25

%

0

.25

%

0

.25

%

0

.25

%

Total

expenses

after

fees

waived

............................

0

.12

%

0

.19

%

0

.19

%

0

.19

%

0

.18

%

Net

investment

income

...................................

1

.86

%

1

.57

%

2

.44

%

2

.80

%

2

.03

%

Supplemental

Data

Net

assets,

end

of

year

(000)

...............................

$

1,565,084

‌

$

1,707,920

‌

$

1,239,057

‌

$

1,106,956

‌

$

909,234

‌

Portfolio

turnover

rate

(f)

...................................

2

%

7

%

6

%

4

%

40

%

(a)

Based

on

average

shares

outstanding.

(b)

The

amounts

reported

for

a

share

outstanding

may

not

accord

with

the

change

in

aggregate

gains

and

losses

in

securities

for

the

fiscal

period

due

to

the

timing

of

capital

share

transactions

in

relation

to

the

fluctuating

market

values

of

the

Fund’s

underlying

securities.

(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

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(f)

Portfolio

turnover

rate

excludes

in-kind

transactions.

38

2022

iShares

Annual

Report

to

Shareholders

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

See

notes

to

financial

statements.

iShares

Morningstar

Multi-Asset

Income

ETF

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Year

Ended

07/31/18

Net

asset

value,

beginning

of

year

.........................

$

24.32

‌

$

22.91

‌

$

24.96

‌

$

24.87

‌

$

25.63

‌

Net

investment

income

(a)

...............................

0

.78

‌

0

.74

‌

1

.23

‌

1

.25

‌

1

.17

‌

Net

realized

and

unrealized

gain

(loss)

(b)

.....................

(

3

.82

)

1

.54

‌

(

2

.02

)

0

.16

‌

(

0

.71

)

Net

increase

(decrease)

from

investment

operations

..............

(

3

.04

)

2

.28

‌

(

0

.79

)

1

.41

‌

0

.46

‌

Distributions

(c)

–

–

–

–

–

From

net

investment

income

............................

(

0

.81

)

(

0

.87

)

(

1

.21

)

(

1

.31

)

(

1

.22

)

Return

of

capital

.....................................

—

‌

—

‌

(

0

.05

)

(

0

.01

)

—

‌

Total

distributions

.....................................

(

0

.81

)

(

0

.87

)

(

1

.26

)

(

1

.32

)

(

1

.22

)

Net

asset

value,

end

of

year

.............................

$

20.47

‌

$

24.32

‌

$

22.91

‌

$

24.96

‌

$

24.87

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

................................

(

12.75

)

%

10.15

%

(

3

.10

)

%

5

.92

%

1

.85

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

.......................................

0

.25

%

0

.25

%

0

.25

%

0

.25

%

0

.25

%

Total

expenses

after

fees

waived

...........................

0

.25

%

0

.24

%

0

.22

%

0

.23

%

0

.24

%

Net

investment

income

..................................

3

.44

%

3

.16

%

5

.15

%

5

.14

%

4

.65

%

Supplemental

Data

Net

assets,

end

of

year

(000)

..............................

$

176,041

‌

$

243,191

‌

$

279,450

‌

$

341,893

‌

$

324,618

‌

Portfolio

turnover

rate

(f)

..................................

73

%

94

%

66

%

50

%

64

%

(a)

Based

on

average

shares

outstanding.

(b)

The

amounts

reported

for

a

share

outstanding

may

not

accord

with

the

change

in

aggregate

gains

and

losses

in

securities

for

the

fiscal

period

due

to

the

timing

of

capital

share

transactions

in

relation

to

the

fluctuating

market

values

of

the

Fund’s

underlying

securities.

(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

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(f)

Portfolio

turnover

rate

excludes

in-kind

transactions.

Notes

to

Financial

Statements

39

Notes

to

Financial

Statements

1.

Organization

iShares

Trust

(the

“Trust”)

is

registered

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“1940

Act”),

as

an

open-end

management

investment

company.

The

Trust

is

organized

as

a

Delaware

statutory

trust

and

is

authorized

to

have

multiple

series

or

portfolios.

These

financial

statements

relate

only

to

the

following

funds

(each,

a

“Fund”

and

collectively,

the

“Funds”):

Each

Fund

is

a

fund

of

funds

and

seeks

to

achieve

its

investment

objective

by

investing

primarily

in

other

iShares

funds

(each,

an

“underlying

fund”

and

collectively,

the

“underlying

funds”).

The

financial

statements,

including

the

accounting

policies,

and

schedules

of

investments

for

the

underlying

funds

are

available

on

iShares.com

and

should

be

read

in

conjunction

with

the

Funds’

financial

statements. 

2.

Significant

Accounting

Policies

The

financial

statements

are

prepared

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“U.S.

GAAP”),

which

may

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities

in

the

financial

statements,

disclosure

of

contingent

assets

and

liabilities

at

the

date

of

the

financial

statements

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

reporting

period.

Actual

results

could

differ

from

those

estimates. Each

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

using

the

specific

identification

method.

Dividend

income

and

capital

gain

distributions

from

the

underlying

funds,

if

any,

are

recorded

on

the

ex-dividend

date.

Interest

income

is

recognized

daily

on

an

accrual

basis.

Collateralization:

If

required

by

an

exchange

or

counterparty

agreement,

the

Funds

may

be

required

to

deliver/deposit

cash

and/or

securities

to/with

an

exchange,

or

broker-

dealer

or

custodian

as

collateral

for

certain

investments. 

In-kind

Redemptions:

For

financial

reporting

purposes,

in-kind

redemptions

are

treated

as

sales

of

securities

resulting

in

realized

capital

gains

or

losses

to

the

Funds.

Because

such

gains

or

losses

are

not

taxable

to

the

Funds

and

are

not

distributed

to

existing

Fund

shareholders,

the

gains

or

losses

are

reclassified

from

accumulated

net

realized

gain

(loss)

to

paid-in

capital

at

the

end

of

the

Funds’

tax

year.

These

reclassifications

have

no

effect

on

net

assets

or

net

asset

value

(“NAV”)

per

share.

Distributions:

Dividends

and

distributions

paid

by

each

Fund

are

recorded

on

the

ex-dividend

dates.

Distributions

are

determined

on

a

tax

basis

and

may

differ

from

net

investment

income

and

net

realized

capital

gains

for

financial

reporting

purposes.

Dividends

and

distributions

are

paid

in

U.S.

dollars

and

cannot

be

automatically

reinvested

in

additional

shares

of

the

Funds.

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,

each

Fund

enters

into

contracts

that

contain

a

variety

of

representations

that

provide

general

indemnification.

The

Funds’

maximum

exposure

under

these

arrangements

is

unknown

because

it

involves

future

potential

claims

against

the

Funds,

which

cannot

be

predicted

with

any

certainty.

3.

Investment

Valuation

and

Fair

Value

Measurements

Investment

Valuation

Policies:

Each

Fund’s

investments

are

valued

at

fair

value

(also

referred

to

as

“market

value”

within

the

financial

statements)

each

day

that

the

Fund’s

listing

exchange

is

open

and,

for

financial

reporting

purposes,

as

of

the

report

date.

U.S.

GAAP

defines

fair

value

as

the

price

a

fund

would

receive

to

sell

an

asset

or

pay

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date.

Each

Fund

determines

the

fair

values

of

its

financial

instruments

using

various

independent

dealers

or

pricing

services

under

policies

approved

by

the

Board

of

Trustees

of

the

Trust

(the

“Board”).

If

a

security’s

market

price

is

not

readily

available

or

does

not

otherwise

accurately

represent

the

fair

value

of

the

security,

the

security

will

be

valued

in

accordance

with

a

policy

approved

by

the

Board

as

reflecting

fair

value.

The

BlackRock

Global

Valuation

Methodologies

Committee

(the

“Global

Valuation

Committee”)

is

the

committee

formed

by

management

to

develop

global

pricing

policies

and

procedures

and

to

oversee

the

pricing

function

for

all

financial

instruments. 

Fair

Value

Inputs

and

Methodologies:

The

following

methods

and

inputs

are

used

to

establish

the

fair

value

of each

Fund’s

assets

and

liabilities:

Exchange-traded

funds

and

closed-end

funds

traded

on

a

recognized

securities

exchange

are

valued

at

that

day’s

last

traded

price

or

official

closing

price,

as

applicable,

on

the

exchange

where

the

fund

is

primarily

traded.

Funds

traded

on

a

recognized

exchange

for

which

there

were

no

sales

on

that

day

may

be

valued

at

the

last

traded

price.

Investments

in

open-end

U.S.

mutual

funds

(including

money

market

funds)

are

valued

at

that

day’s

published

NAV.

Futures

contracts

are

valued

based

on

that

day’s

last

reported

settlement

or

trade

price

on

the

exchange

where

the

contract

is

traded.

iShares

ETF

Diversification

Classification

Core

Aggressive

Allocation

..............................................................................................

Diversified

Core

Conservative

Allocation

.............................................................................................

Diversified

Core

Growth

Allocation

.................................................................................................

Diversified

Core

Moderate

Allocation

...............................................................................................

Diversified

Morningstar

Multi-Asset

Income

...........................................................................................

Diversified

Notes

to

Financial

Statements

(continued)

40

2022

iShares

Annual

Report

to

Shareholders

If

events

(e.g., market

volatility,

company

announcement

or

a

natural

disaster)

occur

that

are

expected

to

materially

affect

the

value

of

such

investment,

or

in

the

event

that

application

of

these

methods

of

valuation

results

in

a

price

for

an

investment

that

is

deemed

not

to

be

representative

of

the

market

value

of

such

investment,

or

if

a

price

is

not

available,

the

investment

will

be

valued

by

the

Global

Valuation

Committee,

in

accordance

with

a

policy

approved

by

the

Board

as

reflecting

fair

value

(“Fair

Valued

Investments”).

The

fair

valuation

approaches

that

may

be

used

by

the

Global

Valuation

Committee

include

market

approach,

income

approach

and

cost

approach.

Valuation

techniques

such

as

discounted

cash

flow,

use

of

market

comparables

and

matrix

pricing

are

types

of

valuation

approaches

and

are

typically

used

in

determining

fair

value.

When

determining

the

price

for

Fair

Valued

Investments,

the

Global

Valuation

Committee,

or

its

delegate,

seeks

to

determine

the

price

that each

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

pricing

could

result

in

a

difference

between

the

prices

used

to

calculate

a

fund’s

NAV

and

the

prices

used

by

the

fund’s

underlying

index,

which

in

turn

could

result

in

a

difference

between

the

fund’s

performance

and

the

performance

of

the

fund’s

underlying

index.

Fair

Value

Hierarchy:

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

These

inputs

to

valuation

techniques

are

categorized

into

a

fair

value

hierarchy

consisting

of

three

broad

levels

for

financial

reporting

purposes

as

follows:

Level

1

–

Unadjusted

price

quotations

in

active markets/exchanges

for

identical

assets

or

liabilities that each

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);

and

Level

3

–

Unobservable

inputs

based

on

the

best

information

available

in

the

circumstances,

to

the

extent observable

inputs are

not

available,

(including

the

Global

Valuation

Committee’s

assumptions

used

in determining the

fair value

of

financial instruments).

The

hierarchy

gives

the

highest

priority

to

unadjusted

quoted

prices

in

active

markets

for

identical

assets

or

liabilities

(Level

1

measurements)

and

the

lowest

priority

to

unobservable

inputs

(Level

3

measurements).

Accordingly,

the

degree

of

judgment

exercised

in

determining

fair

value

is

greatest

for

instruments

categorized

in

Level

3.

The

inputs

used

to

measure

fair

value

may

fall

into

different

levels

of

the

fair

value

hierarchy.

In

such

cases,

for

disclosure

purposes,

the

fair

value

hierarchy

classification

is

determined

based

on

the

lowest

level

input

that

is

significant

to

the

fair

value

measurement

in

its

entirety.

Investments

classified

within

Level

3

have

significant

unobservable

inputs

used

by

the

Global

Valuation

Committee

in

determining

the

price

for

Fair

Valued

Investments.

Level

3

investments

include

equity

or

debt

issued

by

privately

held

companies

or

funds

that

may

not

have

a

secondary

market

and/or

may

have

a

limited

number

of

investors.

The

categorization

of

a

value

determined

for

financial

instruments

is

based

on

the

pricing

transparency

of

the

financial

instruments

and

is

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

4.

Securities

and

Other

Investments 

Securities

Lending:

Each

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

an

approved

bank,

or

securities

issued

or

guaranteed

by

the

U.S.

government.

The

initial

collateral

received

by

each

Fund

is

required

to

have

a

value

of

at

least

102%

of

the

current

market

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

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

is

returned

by

the

Fund,

on

the

next

business

day.

During

the

term

of

the

loan,

each

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.

As

of

period

end,

any

securities

on

loan

were

collateralized

by

cash

and/or

U.S.

Government

obligations.

Cash

collateral

invested

in

money

market

funds

managed

by

BlackRock

Fund

Advisors

(“BFA”),

the

Funds’

investment

adviser,

or

its

affiliates

is

disclosed

in

the

Schedule

of

Investments.

Any

non-cash

collateral

received

cannot

be

sold,

re-invested

or

pledged

by

the

Fund,

except

in

the

event

of

borrower

default.

The

securities

on

loan,

if

any,

are

also

disclosed

in

each

Fund’s

Schedule

of

Investments.

The

market

value

of

any

securities

on

loan

and

the

value

of

any

related

cash

collateral

are

disclosed

in

the Statements

of

Assets

and

Liabilities.

Securities

lending

transactions

are

entered

into

by

the

Funds

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

Funds,

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

Funds

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.

Notes

to

Financial

Statements

(

continued)

41

Notes

to

Financial

Statements

As

of

period

end,

the

following

table

is

a

summary

of

the

securities

on

loan

by

counterparty

which

are

subject

to

offset

under

an

MSLA:

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,

each

Fund

benefits

from

a

borrower

default

indemnity

provided

by

BlackRock,

Inc.

(“BlackRock”).

BlackRock’s

indemnity

allows

for

full

replacement

of

the

securities

loaned

to

the

extent

the

collateral

received

does

not

cover

the

value

of

the

securities

loaned

in

the

event

of

borrower

default.

Each

Fund

could

incur

a

loss

if

the

value

of

an

investment

purchased

with

cash

collateral

falls

below

the

market

value

of

the

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

each

Fund.

5.

Derivative

Financial

Instruments

Futures

Contracts:

Futures

contracts

are

purchased

or

sold

to

gain

exposure

to,

or

manage

exposure

to,

changes

in

interest

rates

(interest

rate

risk)

and

changes

in

the

value

of

equity

securities

(equity

risk)

or

foreign

currencies

(foreign

currency

exchange

rate

risk).

Futures

contracts

are

exchange-traded

agreements

between

the Funds

and

a

counterparty

to

buy

or

sell

a

specific

quantity

of

an

underlying

instrument

at

a

specified

price

and

on

a

specified

date.

Depending

on

the

terms

of

a

contract,

it

is

settled

either

through

physical

delivery

of

the

underlying

instrument

on

the

settlement

date

or

by

payment

of

a

cash

amount

on

the

settlement

date.

Upon

entering

into

a

futures

contract,

the Funds

are

required

to

deposit

initial

margin

with

the

broker

in

the

form

of

cash

or

securities

in

an

amount

that

varies

depending

on

a

contract’s

size

and

risk

profile.

The

initial

margin

deposit

must

then

be

maintained

at

an

established

level

over

the

life

of

the

contract.

Amounts

pledged,

which

are

considered

restricted,

are

included

in

cash

pledged

for

futures

contracts

in

the

Statements

of

Assets

and

Liabilities.

Securities

deposited

as

initial

margin

are

designated

in

the

Schedule

of

Investments

and

cash

deposited,

if

any,

are

shown

as

cash

pledged

for

futures

contracts

in

the

Statements

of

Assets

and

Liabilities.

Pursuant

to

the

contract,

the Funds

agree

to

receive

from

or

pay

to

the

broker

an

amount

of

cash

equal

to

the

daily

fluctuation

in

market

value

of

the

contract

(“variation

margin”).

Variation

margin

is

recorded

as

unrealized

appreciation

(depreciation)

and,

if

any,

shown

as

variation

margin

receivable

(or

payable)

on

futures

contracts

in

the

Statements

of

Assets

and

Liabilities.

When

the

contract

is

closed,

a

realized

gain

or

loss

is

recorded

in

the

Statements

of

Operations

equal

to

the

difference

between

the

notional

amount

of

the

contract

at

the

time

it

was

opened

and

the

notional

amount

at

the

time

it

was

closed.

The

use

of

futures

contracts

involves

the

risk

of

an

imperfect

correlation

in

the

movements

in

the

price

of

futures

contracts

and

interest

rates,

foreign

currency

exchange

rates

or

underlying

assets. 

iShares

ETF

and

Counterparty

Securities

Loaned

at

Value

Cash

Collateral

Received

(a)

Non-Cash

Collateral

Received,

at

Fair

Value

(a)

Net

Amount

Core

Aggressive

Allocation

Barclays

Capital,

Inc.

.........................................

$

1,003,720

‌

$

(1,003,720

)

$

—

‌

$

—

‌

Virtu

Americas

LLC

...........................................

579,063

‌

(579,063

)

—

‌

—

‌

Wells

Fargo

Bank

N.A.

........................................

561,693

‌

(561,693

)

—

‌

—

‌

$

2,144,476

‌

$

(2,144,476

)

$

—

‌

$

—

‌

a

Core

Growth

Allocation

BNP

Paribas

SA

.............................................

552,046

‌

(552,046

)

—

‌

—

‌

J.P.

Morgan

Securities

LLC

.....................................

157,036,231

‌

(157,036,231

)

—

‌

—

‌

UBS

AG

..................................................

1,981,005

‌

(1,981,005

)

—

‌

—

‌

Wells

Fargo

Bank

N.A.

........................................

1,047,401

‌

(1,047,401

)

—

‌

—

‌

$

160,616,683

‌

$

(160,616,683

)

$

—

‌

$

—

‌

a

Core

Moderate

Allocation

BNP

Paribas

SA

.............................................

476,767

‌

(476,767

)

—

‌

—

‌

J.P.

Morgan

Securities

LLC

.....................................

62,142,000

‌

(62,142,000

)

—

‌

—

‌

Wells

Fargo

Bank

N.A.

........................................

582,620

‌

(582,620

)

—

‌

—

‌

$

63,201,387

‌

$

(63,201,387

)

$

—

‌

$

—

‌

a

Morningstar

Multi-Asset

Income

BofA

Securities,

Inc.

..........................................

1,672,640

‌

(1,672,640

)

—

‌

—

‌

Citigroup

Global

Markets,

Inc.

....................................

3,220,172

‌

(3,220,172

)

—

‌

—

‌

Goldman

Sachs

&

Co.

LLC

.....................................

34,286,237

‌

(34,286,237

)

—

‌

—

‌

$

39,179,049

‌

$

(39,179,049

)

$

—

‌

$

—

‌

a

(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

each

Fund

is

disclosed

in

the

Fund's

Statement

of

Assets

and

Liabilities.

Notes

to

Financial

Statements

(continued)

42

2022

iShares

Annual

Report

to

Shareholders

6.

Investment

Advisory

Agreement

and

Other

Transactions

with

Affiliates 

Investment

Advisory

Fees:

Pursuant

to

an

Investment

Advisory

Agreement

with

the

Trust, BFA manages

the

investment

of

each

Fund’s

assets.

BFA

is

a

California

corporation

indirectly

owned

by BlackRock.

Under

the

Investment

Advisory

Agreement,

BFA

is

responsible

for

substantially

all

expenses

of

the

Funds,

except

(i)

interest

and

taxes;

(ii)

brokerage

commissions

and

other

expenses

connected

with

the

execution

of

portfolio

transactions;

(iii)

distribution

fees;

(iv)

the

advisory

fee

payable

to

BFA;

and

(v)

litigation

expenses

and

any

extraordinary

expenses

(in

each

case

as

determined

by

a

majority

of

the

independent

trustees).

For

its

investment

advisory

services

to

each

of

the

following Funds,

BFA

is

entitled

to an

annual

investment

advisory

fee,

accrued

daily

and

paid

monthly

by

the

Funds,

based

on

the average

daily

net

assets

of

each Fund

as

follows:

Prior

to

October

20,

2021,

for

its

investment

advisory

services

to

each

of

the

iShares

Core

Aggressive

Allocation,

iShares

Core

Conservative

Allocation,

iShares

Core

Growth

Allocation

and

iShares

Core

Moderate

Allocation

ETFs,

BFA

was

entitled

to

an

annual

investment

advisory

fee

of

0.25%,

accrued

daily

and

paid

monthly

by

the

Funds,

based

on

the

average

daily

net

assets

of

each

Fund.

Expense

Waivers:

A

fund

may

incur

its

pro

rata

share

of

fees

and

expenses

attributable

to

its

investments

in

other

investment

companies

(“acquired

fund

fees

and

expenses”).

The

total

of

the

investment

advisory

fee

and

acquired

fund

fees

and

expenses,

if

any,

is

a

fund’s

total

annual

operating

expenses.

Total

expenses

as

shown

in

the

Statement

of

Operations

does

not

include

acquired

fund

fees

and

expenses.

For

each

of

the

iShares

Core

Aggressive

Allocation,

iShares

Core

Conservative

Allocation,

iShares

Core

Growth

Allocation

and

iShares

Core

Moderate

Allocation

ETFs,

BFA

has

contractually

agreed

to

waive

a

portion

of

its

investment

advisory

fee

for

each

Fund

through

November

30,

2026,

in

an

amount

equal

to

the

acquired

fund

fees

and

expenses,

if

any,

attributable

to

each

Fund’s

investments

in

other

iShares

funds.

For

the

iShares

Morningstar

Multi-Asset

Income

ETF,

BFA

has

contractually

agreed

to

waive

a

portion

of

its

investment

advisory

fee

for

the

Fund

through

November

30,

2026

in

order

to

limit

the

Fund’s

total

annual

operating

expenses

after

fee

waiver

to

0.60%

of

average

daily

net

assets.

These

amounts

are

included

in

investment

advisory

fees

waived

in

the

Statements

of

Operations.

For

the year

ended

July

31,

2022,

the

amounts

waived

in

investment

advisory

fees

pursuant

to

this

arrangement

were

as

follows:

Distributor:

 BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

BFA,

is

the

distributor

for

each

Fund.

Pursuant

to

the

distribution

agreement,

BFA

is

responsible

for

any

fees

or

expenses

for

distribution

services

provided

to

the

Funds.

ETF

Servicing

Fees:

Each

Fund

has

entered

into

an

ETF

Services

Agreement

with

BRIL

to

perform

certain

order

processing,

Authorized

Participant

communications,

and

related

services

in

connection

with

the

issuance

and

redemption

of

Creation

Units

(“ETF

Services”).

BRIL

is

entitled

to

a

transaction

fee

from

Authorized

Participants

on

each

creation

or

redemption

order

for

the

ETF

Services

provided.

The

Funds

do

not

pay

BRIL

for

ETF

Services.

Prior

to

April

25,

2022,

ETF

Services

were

performed

by

State

Street

Bank

and

Trust

Company

(“SSB”)

for

the

Funds,

with

the

exception

of

iShares

Morningstar

Multi-Asset

Income

ETF,

which

SSB

performed

ETF

Services

prior

to

June

6,

2022.

Securities

Lending:

The

U.S.

Securities

and

Exchange

Commission

(the

“SEC”)

has

issued

an

exemptive

order

which

permits

BlackRock

Institutional

Trust

Company,

N.A.

(“BTC”),

an

affiliate

of

BFA,

to

serve

as

securities

lending

agent

for

the

Funds,

subject

to

applicable

conditions.

As

securities

lending

agent,

BTC

bears

all

operational

costs

directly

related

to

securities

lending,

including

any

custodial

costs.

Each

Fund

is

responsible

for

fees

in

connection

with

the

investment

of

cash

collateral

received

for

securities

on

loan

(the

“collateral

investment

fees”).

The

cash

collateral

is

invested

in

a

money

market

fund,

BlackRock

Cash

Funds:

Institutional

or

BlackRock

Cash

Funds:

Treasury,

managed

by

BFA,

or

its

affiliates.

However,

BTC

has

agreed

to

reduce

the

amount

of

securities

lending

income

it

receives

in

order

to

effectively

limit

the

collateral

investment

fees

each

Fund

bears

to

an

annual

rate

of

0.04%.

The

SL

Agency

Shares

of

such

money

market

fund

will

not

be

subject

to

a

sales

load,

distribution

fee

or

service

fee.

The

money

market

fund

in

which

the

cash

collateral

has

been

invested

may,

under

certain

circumstances,

impose

a

liquidity

fee

of

up

to

2%

of

the

value

redeemed

or

temporarily

restrict

redemptions

for

up

to

10

business

days

during

a

90

day

period,

in

the

event

that

the

money

market

fund’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

fees.

Each

Fund

retains

a

portion

of

securities

lending

income

and

remits

the

remaining

portion

to

BTC

as

compensation

for

its

services

as

securities

lending

agent.

Pursuant

to

the

current

securities

lending

agreement,

each

Fund

retains

82%

of

securities

lending

income

(which

excludes

collateral

investment

fees)

and

the

amount

retained

can

never

be

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

iShares

ETF

Investment

Advisory

Fees

Core

Aggressive

Allocation

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

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.

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.

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.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.15%

Core

Conservative

Allocation

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

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.

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.

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.

.

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.

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.

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.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.15

Core

Growth

Allocation

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.15

Core

Moderate

Allocation

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.15

Morningstar

Multi-Asset

Income

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

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.

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.

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.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.25

iShares

ETF

Amounts

Waived

Core

Aggressive

Allocation

..............................................................................................................................................

$

727,984

‌

Core

Conservative

Allocation

............................................................................................................................................

568,391

‌

Core

Growth

Allocation

..................................................................................................................................................

1,018,538

‌

Core

Moderate

Allocation

...............................................................................................................................................

951,001

‌

Morningstar

Multi-Asset

Income

.........................................................................................................................................

5,995

‌

Notes

to

Financial

Statements

(

continued)

43

Notes

to

Financial

Statements

In

addition,

commencing

the

business

day

following

the

date

that

the

aggregate

securities

lending

income

plus

the

collateral

investment

fees

generated

across

all

1940

Act

iShares

exchange-traded

funds

(the

“iShares

ETF

Complex”)

in

that

calendar

year

exceeds

a

specified

threshold,

each

Fund,

pursuant

to

the

securities

lending

agreement,

will

retain

for

the

remainder

of

that

calendar

year

85%

of

securities

lending

income

(which

excludes

collateral

investment

fees),

and

the

amount

retained

can

never

be

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

The

share

of

securities

lending

income

earned

by

each

Fund

is

shown

as

securities

lending

income

–

affiliated

–

net

in

its Statements

of

Operations.

For

the year

ended July

31,

2022,

the

Funds

paid

BTC

the

following

amounts

for

securities

lending

agent

services:

Officers

and

Trustees:

Certain

officers

and/or

trustees

of

the

Trust

are

officers

and/or trustees

of

BlackRock

or

its

affiliates.

Each

Fund

may

invest

its

positive

cash

balances

in

certain

money

market

funds

managed

by

BFA

or

an

affiliate.

The

income

earned

on

these

temporary

cash

investments

is

shown

as

dividends

–

affiliated

in

the

Statements

of

Operations.

7.

Purchases

and

Sales

For

the year

ended

July

31,

2022,

purchases

and

sales

of

investments,

excluding

short-term

investments

and

in-kind

transactions,

were

as

follows:

For

the year

ended

July

31,

2022,

in-kind

transactions

were

as

follows:

8.

Income

Tax

Information

Each

Fund

is

treated

as

an

entity

separate

from

the

Trust’s

other

funds

for

federal

income

tax

purposes.

It

is

each

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.

Management

has

analyzed

tax

laws

and

regulations

and

their

application

to

the

Funds

as

of

July

31,

2022,

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

Funds’

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

NAV

per

share.

As

of

July

31,

2022,

permanent

differences

attributable

to

distributions

paid

in

excess

of

taxable

income

and realized

gains

(losses)

from

in-kind

redemptions

were

reclassified

to

the

following

accounts:

iShares

ETF

Fees

Paid

to

BTC

Core

Aggressive

Allocation

.............................................................................................

$

5,155

‌

Core

Conservative

Allocation

............................................................................................

3,004

‌

Core

Growth

Allocation

................................................................................................

6,089

‌

Core

Moderate

Allocation

..............................................................................................

3,459

‌

Morningstar

Multi-Asset

Income

..........................................................................................

122,310

‌

iShares

ETF

Purchases

Sales

Core

Aggressive

Allocation

...........................................................................

$

24,474,676

‌

$

25,842,857

‌

Core

Conservative

Allocation

..........................................................................

16,199,023

‌

16,328,288

‌

Core

Growth

Allocation

..............................................................................

37,336,506

‌

37,420,822

‌

Core

Moderate

Allocation

............................................................................

32,353,413

‌

33,502,853

‌

Morningstar

Multi-Asset

Income

........................................................................

153,703,302

‌

153,823,160

‌

iShares

ETF

In-kind

Purchases

In-kind

Sales

Core

Aggressive

Allocation

...........................................................................

$

380,008,036

‌

$

165,724,951

‌

Core

Conservative

Allocation

..........................................................................

654,603,794

‌

708,750,314

‌

Core

Growth

Allocation

..............................................................................

877,221,425

‌

511,596,085

‌

Core

Moderate

Allocation

............................................................................

434,131,887

‌

376,509,195

‌

Morningstar

Multi-Asset

Income

........................................................................

17,726,971

‌

49,969,632

‌

iShares

ETF

Paid-in

Capital

Accumulated

Earnings

(Loss)

Core

Aggressive

Allocation

..........................................................................

$

41,202,975

‌

$

(41,202,975

)

Core

Conservative

Allocation

.........................................................................

32,039,392

‌

(32,039,392

)

Core

Growth

Allocation

.............................................................................

86,757,520

‌

(86,757,520

)

Core

Moderate

Allocation

...........................................................................

39,091,054

‌

(39,091,054

)

Morningstar

Multi-Asset

Income

.......................................................................

(1,413,562

)

1,413,562

‌

Notes

to

Financial

Statements

(continued)

44

2022

iShares

Annual

Report

to

Shareholders

The

tax

character

of

distributions

paid

was

as

follows:

As

of

July

31,

2022,

the

tax

components

of

accumulated

net earnings

(losses)

were

as

follows:

As

of

July

31,

2022,

gross

unrealized

appreciation

and

depreciation

based

on

cost

of

investments

(including

short

positions

and

derivatives,

if

any)

for

U.S.

federal

income

tax

purposes

were

as

follows:

9.

Principal

Risks

In

the

normal

course

of

business,

each

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

or

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

Funds

and

their

investments.

Each

Fund’s

prospectus

provides

details

of

the

risks

to

which

the

Fund

is

subject.

BFA

uses

a

“passive”

or

index

approach

to

try

to

achieve

each

Fund’s

investment

objective

following

the

securities

included

in

its

underlying

index

during

upturns

as

well

as

downturns.

BFA

does

not

take

steps

to

reduce

market

exposure

or

to

lessen

the

effects

of

a

declining

market.

Divergence

from

the

underlying

index

and

the

composition

of

the

portfolio

is

monitored

by

BFA.

The

Funds

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.

Market

Risk:

An

outbreak

of

respiratory

disease

caused

by

a

novel

coronavirus

has

developed

into

a

global

pandemic

and

has

resulted

in

closing

borders,

quarantines,

disruptions

to

supply

chains

and

customer

activity,

as

well

as

general

concern

and

uncertainty.

The

impact

of

this

pandemic,

and

other

global

health

crises

that

may

arise

in

the

future,

could

affect

the

economies

of

many

nations,

individual

companies

and

the

market

in

general

in

ways

that

cannot

necessarily

be

foreseen

at

the

present

time.

This

pandemic

may

result

in

substantial

market

volatility

and

may

adversely

impact

the

prices

and

liquidity

of

a

fund's

investments.

Although

vaccines

have

been

developed

and

approved

for

use

by

various

governments,

the

duration

of

this

pandemic

and

its

effects

cannot

be

determined

with

certainty.

iShares

ETF

Year

Ended

07/31/22

Year

Ended

07/31/21

Core

Aggressive

Allocation

Ordinary

income

..........................................................................................

$

32,266,259

‌

$

20,581,128

‌

Core

Conservative

Allocation

Ordinary

income

..........................................................................................

$

17,925,123

‌

$

14,457,143

‌

Core

Growth

Allocation

Ordinary

income

..........................................................................................

$

40,047,030

‌

$

27,609,936

‌

Core

Moderate

Allocation

Ordinary

income

..........................................................................................

$

32,237,867

‌

$

25,186,094

‌

Morningstar

Multi-Asset

Income

Ordinary

income

..........................................................................................

$

7,447,378

‌

$

9,541,720

‌

iShares

ETF

Non-expiring

Capital

Loss

Carryforwards

(a)

Net

Unrealized

Gains

(Losses)

(b)

Total

Core

Aggressive

Allocation

........................................................

$

(8,713,879

)

$

105,913,192

‌

$

97,199,313

‌

Core

Conservative

Allocation

.......................................................

(3,661,090

)

(72,360,428

)

(76,021,518

)

Core

Growth

Allocation

...........................................................

(9,839,456

)

(15,222,435

)

(25,061,891

)

Core

Moderate

Allocation

.........................................................

(6,755,641

)

(57,744,413

)

(64,500,054

)

Morningstar

Multi-Asset

Income

.....................................................

(42,282,917

)

(20,564,785

)

(62,847,702

)

(a)

Amounts

available

to

offset

future

realized

capital

gains.

(b)

The

difference

between

book-basis

and

tax-basis

unrealized

gains

(losses)

was

attributable

primarily

to

the

tax

deferral

of

losses

on

wash

sales

and

the

realization

for

tax

purposes

of

unrealized

gains

(losses)

on

certain

futures

contracts.

iShares

ETF

Tax

Cost

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

Core

Aggressive

Allocation

.......................................

$

1,390,068,798

‌

$

159,791,618

‌

$

(53,878,426

)

$

105,913,192

‌

Core

Conservative

Allocation

......................................

850,261,755

‌

289,921

‌

(72,650,349

)

(72,360,428

)

Core

Growth

Allocation

..........................................

2,160,308,417

‌

89,896,781

‌

(105,119,216

)

(15,222,435

)

Core

Moderate

Allocation

........................................

1,686,501,010

‌

53,059,377

‌

(110,803,790

)

(57,744,413

)

Morningstar

Multi-Asset

Income

....................................

236,497,695

‌

73,539

‌

(20,638,324

)

(20,564,785

)

Notes

to

Financial

Statements

(

continued)

45

Notes

to

Financial

Statements

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.

A

fund

may

invest

in

illiquid

investments.

An

illiquid

investment

is

any

investment

that

a

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.

A

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

a

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

a

fund

may

lose

value,

regardless

of

the

individual

results

of

the

securities

and

other

instruments

in

which

a

fund

invests. 

Counterparty

Credit

Risk:

The

Funds

may

be

exposed

to

counterparty

credit

risk,

or

the

risk

that

an

entity

may

fail

to

or

be

unable

to

perform

on

its

commitments

related

to

unsettled

or

open

transactions,

including

making

timely

interest

and/or

principal

payments

or

otherwise

honoring

its

obligations.

The

Funds

manage

counterparty

credit

risk

by

entering

into

transactions

only

with

counterparties

that

the

Manager

believes

have

the

financial

resources

to

honor

their

obligations

and

by

monitoring

the

financial

stability

of

those

counterparties.

Financial

assets,

which

potentially

expose

the

Funds

to

market,

issuer

and

counterparty

credit

risks,

consist

principally

of

financial

instruments

and

receivables

due

from

counterparties.

The

extent

of

the

Funds’

exposure

to

market,

issuer

and

counterparty

credit

risks

with

respect

to

these

financial

assets

is

approximately

their

value

recorded

in

the

Statements

of

Assets

and

Liabilities,

less

any

collateral

held

by

the

Funds.

A

derivative

contract

may

suffer

a

mark-to-market

loss

if

the

value

of

the

contract

decreases

due

to

an

unfavorable

change

in

the

market

rates

or

values

of

the

underlying

instrument.

Losses

can

also

occur

if

the

counterparty

does

not

perform

under

the

contract.

With

exchange-traded

futures,

there

is

less

counterparty

credit

risk

to

the

Funds

since

the

exchange

or

clearinghouse,

as

counterparty

to

such

instruments,

guarantees

against

a

possible

default.

The

clearinghouse

stands

between

the

buyer

and

the

seller

of

the

contract;

therefore,

credit

risk

is

limited

to

failure

of

the

clearinghouse.

While

offset

rights

may

exist

under

applicable

law, a

Fund

does

not

have

a

contractual

right

of

offset

against

a

clearing

broker

or

clearinghouse

in

the

event

of

a

default

(including

the

bankruptcy

or

insolvency).

Additionally,

credit

risk

exists

in

exchange-traded

futures

with

respect

to

initial

and

variation

margin

that

is

held

in

a

clearing

broker’s

customer

accounts.

While

clearing

brokers

are

required

to

segregate

customer

margin

from

their

own

assets,

in

the

event

that

a

clearing

broker

becomes

insolvent

or

goes

into

bankruptcy

and

at

that

time

there

is

a

shortfall

in

the

aggregate

amount

of

margin

held

by

the

clearing

broker

for

all

its

clients,

typically

the

shortfall

would

be

allocated

on

a

pro

rata

basis

across

all

the

clearing

broker’s

customers,

potentially

resulting

in

losses

to

the

Funds.

Concentration

Risk:

A

diversified

portfolio,

where

this

is

appropriate

and

consistent

with

a

fund’s

objectives,

minimizes

the

risk

that

a

price

change

of

a

particular

investment

will

have

a

material

impact

on

the

NAV

of

a

fund.

The

investment

concentrations

within

each

Fund’s

portfolio

are

disclosed

in

its

Schedule

of

Investments.

Significant

Shareholder

Redemption

Risk:

Certain

shareholders

may

own

or

manage

a

substantial

amount

of

fund

shares

and/or

hold

their

fund

investments

for

a

limited

period

of

time.

Large

redemptions

of

fund

shares

by

these

shareholders

may

force

a

fund

to

sell

portfolio

securities,

which

may

negatively

impact

the

fund’s

NAV,

increase

the

fund’s

brokerage

costs,

and/or

accelerate

the

realization

of

taxable

income/gains

and

cause

the

fund

to

make

additional

taxable

distributions

to

shareholders.

LIBOR

Transition

Risk:

The

United

Kingdom’s

Financial

Conduct

Authority

announced

a

phase

out

of

the

London

Interbank

Offered

Rate

(“LIBOR”).

Although

many

LIBOR

rates

ceased

to

be

published

or

no

longer

are

representative

of

the

underlying

market

they

seek

to

measure

after

December

31,

2021,

a

selection

of

widely

used

USD

LIBOR

rates

will

continue

to

be

published

through

June

2023

in

order

to

assist

with

the

transition.

The

Funds

may

be

exposed

to

financial

instruments

tied

to

LIBOR

to

determine

payment

obligations,

financing

terms,

hedging

strategies

or

investment

value.

The

transition

process

away

from

LIBOR

might

lead

to

increased

volatility

and

illiquidity

in

markets

for,

and

reduce

the

effectiveness

of

new

hedges

placed

against,

instruments

whose

terms

currently

include

LIBOR.

The

ultimate

effect

of

the

LIBOR

transition

process

on

the

Funds

is

uncertain.

Notes

to

Financial

Statements

(continued)

46

2022

iShares

Annual

Report

to

Shareholders

10.

Capital

Share

Transactions 

Capital

shares

are

issued

and

redeemed

by each

Fund

only

in

aggregations

of

a

specified

number

of

shares

or

multiples

thereof

(“Creation

Units”)

at

NAV.

Except

when

aggregated

in

Creation

Units,

shares

of each

Fund

are

not

redeemable.

Transactions

in

capital

shares

were

as

follows:

The

consideration

for

the

purchase

of

Creation

Units

of

a

fund

in

the

Trust

generally

consists

of

the

in-kind

deposit

of

a

designated

portfolio

of

securities

and

a

specified

amount

of

cash.

Certain

funds

in

the

Trust

may

be

offered

in

Creation

Units

solely

or

partially

for

cash

in

U.S.

dollars.

Investors

purchasing

and

redeeming

Creation

Units

may

pay

a

purchase

transaction

fee

and

a

redemption

transaction

fee

directly

to

BRIL,

to

offset

transfer

and

other

transaction

costs

associated

with

the

issuance

and

redemption

of

Creation

Units,

including

Creation

Units

for

cash.

Investors

transacting

in

Creation

Units

for

cash

may

also

pay

an

additional

variable

charge

to

compensate

the

relevant

fund

for

certain

transaction

costs

(i.e.,

stamp

taxes,

taxes

on

currency

or

other

financial

transactions,

and

brokerage

costs)

and

market

impact

expenses

relating

to

investing

in

portfolio

securities.

Such

variable

charges,

if

any,

are

included

in

shares

sold

in

the

table

above.

From

time

to

time,

settlement

of

securities

related

to

in-kind

contributions

or

in-kind

redemptions

may

be

delayed.

In

such

cases,

securities

related

to

in-kind

transactions

are

reflected

as

a

receivable

or

a

payable

in

the

Statements

of

Assets

and

Liabilities.

11.

Subsequent

Events

Management

has

evaluated

the

impact

of

all

subsequent

events

on

the

Funds

through

the

date

the

financial

statements

were

available

to

be

issued

and

has

determined

that

there

were

no

subsequent

events

requiring

adjustment

or

additional

disclosure

in

the

financial

statements.

Year

Ended

07/31/22

Year

Ended

07/31/21

iShares

ETF

Shares

Amount

Shares

Amount

Core

Aggressive

Allocation

Shares

sold

...............................................

5,600,000

‌

$

381,107,591

‌

4,050,000

‌

$

268,069,430

‌

Shares

redeemed

...........................................

(2,550,000

)

(166,179,885

)

(1,300,000

)

(82,977,492

)

3,050,000

‌

$

214,927,706

‌

2,750,000

‌

$

185,091,938

‌

Core

Conservative

Allocation

Shares

sold

...............................................

17,650,000

‌

$

656,206,590

‌

10,250,000

‌

$

393,898,126

‌

Shares

redeemed

...........................................

(19,500,000

)

(710,203,666

)

(5,450,000

)

(210,030,748

)

(1,850,000

)

$

(53,997,076

)

4,800,000

‌

$

183,867,378

‌

Core

Growth

Allocation

Shares

sold

...............................................

16,550,000

‌

$

879,676,549

‌

8,000,000

‌

$

423,696,814

‌

Shares

redeemed

...........................................

(9,750,000

)

(513,187,368

)

(4,850,000

)

(255,448,416

)

6,800,000

‌

$

366,489,181

‌

3,150,000

‌

$

168,248,398

‌

Core

Moderate

Allocation

Shares

sold

...............................................

9,950,000

‌

$

435,193,583

‌

13,200,000

‌

$

571,073,241

‌

Shares

redeemed

...........................................

(8,900,000

)

(377,349,142

)

(5,900,000

)

(255,348,707

)

1,050,000

‌

$

57,844,441

‌

7,300,000

‌

$

315,724,534

‌

Morningstar

Multi-Asset

Income

Shares

sold

...............................................

850,000

‌

$

17,749,459

‌

200,000

‌

$

4,737,279

‌

Shares

redeemed

...........................................

(2,250,000

)

(50,023,472

)

(2,400,000

)

(56,312,098

)

(1,400,000

)

$

(32,274,013

)

(2,200,000

)

$

(51,574,819

)

Report

of

Independent

Registered

Public

Accounting

Firm

47

Report

of

Independent

Registered

Public

Accounting

Firm

To

the

Board

of

Trustees

of

 iShares

Trust

and

Shareholders

of

each

of

the five funds

listed

in

the

table

below

Opinions

on

the

Financial

Statements

We

have

audited

the

accompanying

statements

of

assets

and

liabilities,

including

the

schedules

of

investments,

of

each

of

the

funds

listed

in

the

table

below

(five

of

the

funds

constituting

iShares

Trust,

hereafter

collectively

referred

to

as

the

“Funds”)

as

of

July

31,

2022,

the

related

statements

of

operations

for

the

year

ended

July

31,

2022,

the

statements

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

July

31,

2022,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

July

31,

2022 (collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

each

of

the

Funds

as

of

July

31,

2022,

the

results

of

each

of

their

operations

for

the

year

then

ended,

the

changes

in

each

of

their

net

assets

for

each

of

the

two

years

in

the

period

ended

July

31,

2022 and

each

of

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

July

31,

2022 in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America. 

Basis

for

Opinions

These

financial

statements

are

the

responsibility

of

the

Funds’

management.

Our

responsibility

is

to

express

an

opinion

on

the

Funds’

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

to

be

independent

with

respect

to

the

Funds

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

of

these

financial

statements

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

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

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.

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.

Our

procedures

included

confirmation

of

securities

owned

as

of

July

31,

2022 by

correspondence

with

the

custodian,

transfer

agent

and

brokers. 

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinions.

/s/PricewaterhouseCoopers

LLP

Philadelphia,

Pennsylvania

September

23,

2022

We

have

served

as

the

auditor

of

one

or

more

BlackRock

investment

companies

since

2000.

    iShares

Core

Aggressive

Allocation

ETF

    iShares

Core

Conservative

Allocation

ETF

    iShares

Core

Growth

Allocation

ETF

    iShares

Core

Moderate

Allocation

ETF

    iShares

Morningstar

Multi-Asset

Income

ETF

Important

Tax

Information

(unaudited)

48

2022

iShares

Annual

Report

to

Shareholders

The

following

amounts,

or

maximum

amounts

allowable

by

law,

are

hereby

designated

as

qualified

dividend

income

for

individuals

for

the

fiscal

year

ended

July

31,

2022:

The

following

amounts,

or

maximum

amounts

allowable

by

law,

are

hereby

designated

as

qualified

business

income

for

individuals

for

the

fiscal

year

ended

July

31,

2022:

The

Funds

intend

to

pass

through

to

their

shareholders

the

following

amounts,

or

maximum

amounts

allowable

by

law,

of

foreign

source

income

earned

and

foreign

taxes

paid

for

the

fiscal

year

ended

July

31,

2022:

The

following

percentages,

or

maximum

percentages

allowable

by

law,

of

ordinary

income

distributions

paid

during

the

fiscal

year

ended

July

31,

2022

qualified

for

the

dividends-received

deduction

for

corporate

shareholders:

The

Funds

hereby

designate

the

following

amounts,

or

maximum

amounts

allowable

by

law,

as

interest-related

dividends

eligible

for

exemption

from

U.S.

withholding

tax

for

nonresident

aliens

and

foreign

corporations

for

the

fiscal

year

ended

July

31,

2022:

iShares

ETF

Qualified

Dividend

Income

Core

Aggressive

Allocation

..............................................................................................

$

20,022,589‌

Core

Conservative

Allocation

.............................................................................................

4,939,524‌

Core

Growth

Allocation

.................................................................................................

19,861,097‌

Core

Moderate

Allocation

...............................................................................................

11,743,535‌

Morningstar

Multi-Asset

Income

...........................................................................................

3,328,252‌

iShares

ETF

Qualified

Business

Income

Core

Aggressive

Allocation

..............................................................................................

$

86,846‌

Core

Conservative

Allocation

.............................................................................................

21,689‌

Core

Growth

Allocation

.................................................................................................

86,297‌

Core

Moderate

Allocation

...............................................................................................

51,653‌

Morningstar

Multi-Asset

Income

...........................................................................................

314,169‌

iShares

ETF

Foreign

Source

Income

Earned

Foreign

Taxes

Paid

Core

Aggressive

Allocation

.............................................................................

$

13,460,544‌

$

787,021‌

Core

Conservative

Allocation

............................................................................

4,523,847‌

201,757‌

Core

Growth

Allocation

................................................................................

14,404,874‌

788,372‌

Core

Moderate

Allocation

..............................................................................

9,536,940‌

468,499‌

Morningstar

Multi-Asset

Income

..........................................................................

4,029,334‌

64,308‌

iShares

ETF

Dividends-Received

Deduction

Core

Aggressive

Allocation

..............................................................................................

30.52‌

%

Core

Conservative

Allocation

.............................................................................................

13.63‌

Core

Growth

Allocation

.................................................................................................

24.44‌

Core

Moderate

Allocation

...............................................................................................

17.55‌

Morningstar

Multi-Asset

Income

...........................................................................................

18.87‌

iShares

ETF

Interest-Related

Dividends

Core

Aggressive

Allocation

..............................................................................................

$

3,235,331‌

Core

Conservative

Allocation

.............................................................................................

7,339,705‌

Core

Growth

Allocation

.................................................................................................

8,365,241‌

Core

Moderate

Allocation

...............................................................................................

10,858,676‌

Morningstar

Multi-Asset

Income

...........................................................................................

1,210,331‌

Board

Review

and

Approval

of

Investment

Advisory

Contract

49

Board

Review

and

Approval

of

Investment

Advisory

Contract

iShares

Core

Aggressive

Allocation

ETF,

iShares

Core

Conservative

Allocation

ETF,

iShares

Core

Growth

Allocation

ETF,

iShares

Core

Moderate

Allocation

ETF,

iShares

Morningstar

Multi-Asset

Income

ETF

(each

the

“Fund”)

Under

Section

15(c)

of

the

Investment

Company

Act

of

1940

(the

“1940

Act”),

the

Trust's

Board

of

Trustees

(the

“Board”),

including

a

majority

of

Board

Members

who

are

not

“interested

persons”

of

the

Trust

(as

that

term

is

defined

in

the

1940

Act)

(the

“Independent

Board

Members”),

is

required

annually

to

consider

and

approve

the

Investment

Advisory

Agreement

between

the

Trust

and

BFA

(the

“Advisory

Agreement”)

on

behalf

of

the

Fund.

The

Board’s

consideration

entails

a

year-long

process

whereby

the

Board

and

its

committees

(composed

solely

of

Independent

Board

Members)

assess

BlackRock’s

services

to

the

Fund,

including

investment

management;

fund

accounting;

administrative

and

shareholder

services;

oversight

of

the

Fund’s

service

providers;

risk

management

and

oversight;

legal

and

compliance

services;

and

ability

to

meet

applicable

legal

and

regulatory

requirements.

The

Independent

Board

Members

requested,

and

BFA

provided,

such

information

as

the

Independent

Board

Members,

with

advice

from

independent

counsel,

deemed

reasonably

necessary

to

evaluate

the

Advisory

Agreement.

At

meetings

on

May

3,

2022

and

May

18,

2022,

a

committee

composed

of

all

of

the

Independent

Board

Members

(the

“15(c)

Committee”),

with

independent

counsel,

met

with

management

and

reviewed

and

discussed

information

provided

in

response

to

initial

requests

of

the

15(c)

Committee

and/or

its

independent

counsel,

and

requested

certain

additional

information,

which

management

agreed

to

provide.

At

a

meeting

held

on

June

13-15,

2022,

the

Board,

including

the

Independent

Board

Members,

reviewed

the

additional

information

provided

by

management

in

response

to

these

requests.

After

extensive

discussions

and

deliberations,

the

Board,

including

all

of

the

Independent

Board

Members,

approved

the

continuance

of

the

Advisory

Agreement

for

the

Fund,

based

on

a

review

of

qualitative

and

quantitative

information

provided

by

BFA

and

their

cumulative

experience

as

Board

Members.

The

Board

noted

its

satisfaction

with

the

extent

and

quality

of

information

provided

and

its

frequent

interactions

with

management,

as

well

as

the

detailed

responses

and

other

information

provided

by

BFA.

The

Independent

Board

Members

were

advised

by

their

independent

counsel

throughout

the

process,

including

about

the

legal

standards

applicable

to

their

review.

In

approving

the

continuance

of

the

Advisory

Agreement

for

the

Fund,

the

Board,

including

the

Independent

Board

Members,

considered

various

factors,

including:

(i)

the

expenses

and

performance

of

the

Fund;

(ii)

the

nature,

extent

and

quality

of

the

services

provided

by

BFA;

(iii)

the

costs

of

services

provided

to

the

Fund

and

profits

realized

by

BFA

and

its

affiliates;

(iv)

potential

economies

of

scale

and

the

sharing

of

related

benefits;

(v)

the

fees

and

services

provided

for

other

comparable

funds/accounts

managed

by

BFA

and

its

affiliates;

and

(vi)

other

benefits

to

BFA

and/or

its

affiliates.

The

material

factors,

none

of

which

was

controlling,

and

conclusions

that

formed

the

basis

for

the

Board,

including

the

Independent

Board

Members,

to

approve

the

continuance

of

the

Advisory

Agreement

are

discussed

below.

Expenses

and

Performance

of

the

Fund:

The

Board

reviewed

statistical

information

prepared

by

Broadridge

Financial

Solutions

Inc.

(“Broadridge”),

an

independent

provider

of

investment

company

data,

regarding

the

expense

ratio

components,

including

gross

and

net

total

expenses,

fees

and

expenses

of

another

fund

in

which

the

Fund

invests

(if

applicable),

and

waivers/reimbursements

(if

applicable)

of

the

Fund

in

comparison

with

the

same

information

for

other

ETFs,

objectively

selected

by

Broadridge

as

comprising

the

Fund’s

applicable

expense

peer

group

pursuant

to

Broadridge’s

proprietary

ETF

methodology

(the

“Peer

Group”).

The

Board

was

provided

with

a

detailed

description

of

the

proprietary

ETF

methodology

used

by

Broadridge

to

determine

the

Fund’s

Peer

Group.

The

Board

noted

that,

due

to

the

limitations

in

providing

comparable

funds

in

the

Peer

Group,

the

statistical

information

provided

in

Broadridge’s

report

may

or

may

not

provide

meaningful

direct

comparisons

to

the

Fund

in

all

instances.

The

Board

also

noted

that

the

investment

advisory

fee

rate

and

overall

expenses

(net

of

waivers

and

reimbursements)

for

the

Fund

were

lower

than

the

median

of

the

investment

advisory

fee

rates

and

overall

expenses

(net

of

waivers

and

reimbursements)

of

the

funds

in

its

Peer

Group,

excluding

iShares

funds.

In

addition,

to

the

extent

that

any

of

the

comparison

funds

included

in

the

Peer

Group,

excluding

iShares

funds,

track

the

same

index

as

the

Fund,

Broadridge

also

provided,

and

the

Board

reviewed,

a

comparison

of

the

Fund’s

performance

for

the

one-year,

three-year,

five-year,

ten-year,

and

since

inception

periods,

as

applicable,

and

for

the

quarter

ended

December

31,

2021,

to

that

of

such

relevant

comparison

fund(s)

for

the

same

periods.

The

Board

noted

that

the

Fund

seeks

to

track

its

specified

underlying

index

and

that,

during

the

year,

the

Board

received

periodic

reports

on

the

Fund’s

short-

and

longer-term

performance

in

comparison

with

its

underlying

index.

Such

periodic

comparative

performance

information,

including

additional

detailed

information

as

requested

by

the

Board,

was

also

considered.

The

Board

noted

that

the

Fund

generally

performed

in

line

with

its

underlying

index

over

the

relevant

periods.

Based

on

this

review,

the

other

factors

considered

at

the

meeting,

and

their

general

knowledge

of

ETF

pricing,

the

Board

concluded

that

the

investment

advisory

fee

rate

and

expense

level

and

the

historical

performance

of

the

Fund

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Nature,

Extent

and

Quality

of

Services

Provided:

Based

on

management’s

representations,

including

information

about

recent

enhancements

and

initiatives

with

respect

to

the

iShares

business,

including

with

respect

to

capital

markets

support

and

analysis,

technology,

portfolio

management,

product

design

and

quality,

compliance

and

risk

management,

global

public

policy

and

other

services,

the

Board

expected

that

there

would

be

no

diminution

in

the

scope

of

services

required

of

or

provided

by

BFA

under

the

Advisory

Agreement

for

the

coming

year

as

compared

with

the

scope

of

services

provided

by

BFA

during

prior

years.

In

reviewing

the

scope

of

these

services,

the

Board

considered

BFA’s

investment

philosophy

and

experience,

noting

that

BFA

and

its

affiliates

have

committed

significant

resources

over

time,

including

during

the

past

year,

to

support

the

iShares

funds

and

their

shareholders

and

have

made

significant

investments

into

the

iShares

business.

The

Board

also

considered

BFA’s

compliance

program

and

its

compliance

record

with

respect

to

the

Fund.

In

that

regard,

the

Board

noted

that

BFA

reports

to

the

Board

about

portfolio

management

and

compliance

matters

on

a

periodic

basis

in

connection

with

regularly

scheduled

meetings

of

the

Board,

and

on

other

occasions

as

necessary

and

appropriate,

and

has

provided

information

and

made

relevant

officers

and

other

employees

of

BFA

(and

its

affiliates)

available

as

needed

to

provide

further

assistance

with

these

matters.

The

Board

also

reviewed

the

background

and

experience

of

the

persons

responsible

for

the

day-to-day

management

of

the

Fund,

as

well

as

the

resources

available

to

them

in

managing

the

Fund.

In

addition

to

the

above

considerations,

the

Board

reviewed

and

considered

detailed

presentations

regarding

BFA’s

investment

performance,

investment

and

risk

management

processes

and

strategies,

provided

at

the

May

3,

2022

meeting

and

throughout

the

year,

and

matters

related

to

BFA’s

portfolio

compliance

program.

Based

on

review

of

this

information,

and

the

performance

information

discussed

above,

the

Board

concluded

that

the

nature,

extent

and

quality

of

services

provided

to

the

Fund

under

the

Advisory

Agreement

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Costs

of

Services

Provided

to

the

Fund

and

Profits

Realized

by

BFA

and

its

Affiliates:

The

Board

reviewed

information

about

the

estimated

profitability

to

BlackRock

in

managing

the

Fund,

based

on

the

fees

payable

to

BFA

and

its

affiliates

(including

fees

under

the

Advisory

Agreement),

and

other

sources

of

revenue

and

expense

to

BFA

and

its

affiliates

from

the

Fund’s

operations

for

the

last

calendar

year.

The

Board

reviewed

BlackRock’s

methodology

for

calculating

estimated

profitability

of

the

iShares

funds,

noting

that

the

15(c)

Committee

and

the

Board

had

focused

on

the

methodology

and

profitability

presentation.

The

Board

recognized

that

profitability

may

be

affected

by

numerous

factors,

including,

among

other

things,

fee

waivers

by

BFA,

the

types

of

funds

managed,

expense

allocations

and

business

mix.

The

Board

thus

recognized

that

Board

Review

and

Approval

of

Investment

Advisory

Contract

(continued)

50

2022

iShares

Annual

Report

to

Shareholders

calculating

and

comparing

profitability

at

individual

fund

levels

is

challenging.

The

Board

discussed

with

management

the

sources

of

direct

and

ancillary

revenue,

including

the

revenues

to

BTC,

a

BlackRock

affiliate,

from

securities

lending

by

the

Fund.

The

Board

also

discussed

BFA’s

estimated

profit

margin

as

reflected

in

the

Fund’s

profitability

analysis

and

reviewed

information

regarding

potential

economies

of

scale

(as

discussed

below).

Based

on

this

review,

the

Board

concluded

that

the

information

considered

with

respect

to

the

profits

realized

by

BFA

and

its

affiliates

under

the

Advisory

Agreement

and

from

other

relationships

between

the

Fund

and

BFA

and/or

its

affiliates,

if

any,

as

well

as

the

other

factors

considered

at

the

meeting,

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Economies

of

Scale:

The

Board

reviewed

information

and

considered

the

extent

to

which

economies

of

scale

might

be

realized

as

the

assets

of

the

Fund

increase,

noting

that

the

issue

of

potential

economies

of

scale

had

been

focused

on

by

the

15(c)

Committee

and

the

Board

during

their

meetings

and

addressed

by

management.

The

15(c)

Committee

and

the

Board

received

information

regarding

BlackRock’s

historical

estimated

profitability,

including

BFA’s

and

its

affiliates’

estimated

costs

in

providing

services.

The

estimated

cost

information

distinguished,

among

other

things,

between

fixed

and

variable

costs,

and

showed

how

the

level

and

nature

of

fixed

and

variable

costs

may

impact

the

existence

or

size

of

scale

benefits,

with

the

Board

recognizing

that

potential

economies

of

scale

are

difficult

to

measure.

The

15(c)

Committee

and

the

Board

reviewed

information

provided

by

BFA

regarding

the

sharing

of

scale

benefits

with

the

iShares

funds

through

various

means,

including,

as

applicable,

through

relatively

low

fee

rates

established

at

inception,

breakpoints,

waivers,

or

other

fee

reductions,

as

well

as

through

additional

investment

in

the

iShares

business

and

the

provision

of

improved

or

additional

infrastructure

and

services

to

the

iShares

funds

and

their

shareholders.

The

Board

noted

that

the

Advisory

Agreement

for

the

Fund

did

not

provide

for

breakpoints

in

the

Fund’s

investment

advisory

fee

rate

as

the

assets

of

the

Fund

increase.

However,

the

Board

noted

that

it

would

continue

to

assess

the

appropriateness

of

adding

breakpoints

in

the

future.

The

Board

concluded

that

this

review

of

potential

economies

of

scale

and

the

sharing

of

related

benefits,

as

well

as

the

other

factors

considered

at

the

meeting,

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Fees

and

Services

Provided

for

Other

Comparable

Funds/Accounts

Managed

by

BFA

and

its

Affiliates:

The

Board

received

and

considered

information

regarding

the

investment

advisory/management

fee

rates

for

other

funds/accounts

in

the

U.S.

for

which

BFA

(or

its

affiliates)

provides

investment

advisory/management

services,

including

open-end

funds

registered

under

the

1940

Act

(including

sub-advised

funds),

collective

trust

funds,

and

institutional

separate

accounts

(collectively,

the

“Other

Accounts”).

The

Board

acknowledged

BFA’s

representation

that

the

iShares

funds

are

fundamentally

different

investment

vehicles

from

the

Other

Accounts.

The

Board

received

detailed

information

regarding

how

the

Other

Accounts

generally

differ

from

the

Fund,

including

in

terms

of

the

types

of

services

and

generally

more

extensive

services

provided

to

the

Fund,

as

well

as

other

significant

differences.

In

that

regard,

the

Board

considered

that

the

pricing

of

services

to

institutional

clients

is

typically

based

on

a

number

of

factors

beyond

the

nature

and

extent

of

the

specific

services

to

be

provided

and

often

depends

on

the

overall

relationship

between

the

client

and

its

affiliates

and

the

adviser

and

its

affiliates.

In

addition,

the

Board

considered

the

relative

complexity

and

inherent

risks

and

challenges

of

managing

and

providing

other

services

to

the

Fund,

as

a

publicly

traded

investment

vehicle,

as

compared

to

the

Other

Accounts,

particularly

those

that

are

institutional

clients,

in

light

of

differing

regulatory

requirements

and

client-imposed

mandates.

The

Board

noted

that

BFA

and

its

affiliates

do

not

manage

Other

Accounts

with

substantially

the

same

investment

objective

and

strategy

as

the

Fund

and

that

track

the

same

index

as

the

Fund.

The

Board

also

acknowledged

management’s

assertion

that,

for

certain

iShares

funds,

and

for

client

segmentation

purposes,

BlackRock

has

launched

an

iShares

fund

that

may

provide

a

similar

investment

exposure

at

a

lower

investment

advisory

fee

rate.

The

Board

considered

the

“all-inclusive”

nature

of

the

Fund’s

advisory

fee

structure,

and

the

Fund’s

expenses

borne

by

BFA

under

this

arrangement

and

noted

that

the

investment

advisory

fee

rate

under

the

Advisory

Agreement

for

the

Fund

was

generally

higher

than

the

investment

advisory/management

fee

rates

for

certain

of

the

Other

Accounts

(particularly

institutional

clients)

and

concluded

that

the

differences

appeared

to

be

consistent

with

the

factors

discussed.

Other

Benefits

to

BFA

and/or

its

Affiliates:

The

Board

reviewed

other

benefits

or

ancillary

revenue

received

by

BFA

and/or

its

affiliates

in

connection

with

the

services

provided

to

the

Fund

by

BFA,

both

direct

and

indirect,

including,

but

not

limited

to,

payment

of

revenue

to

BTC,

the

Fund’s

securities

lending

agent,

for

loaning

portfolio

securities

(which

was

included

in

the

profit

margins

reviewed

by

the

Board

pursuant

to

BFA’s

estimated

profitability

methodology),

payment

of

advisory

fees

or

other

fees

to

BFA

(or

its

affiliates)

in

connection

with

any

investments

by

the

Fund

in

other

funds

for

which

BFA

(or

its

affiliates)

provides

investment

advisory

services

or

other

services,

and

BlackRock’s

profile

in

the

investment

community.

The

Board

also

noted

the

revenue

received

by

BFA

and/or

its

affiliates

pursuant

to

an

agreement

that

permits

a

service

provider

to

use

certain

portions

of

BlackRock’s

technology

platform

to

service

accounts

managed

by

BFA

and/or

its

affiliates,

including

the

iShares

funds.

The

Board

noted

that

BFA

generally

does

not

use

soft

dollars

or

consider

the

value

of

research

or

other

services

that

may

be

provided

to

BFA

(including

its

affiliates)

in

selecting

brokers

for

portfolio

transactions

for

the

Fund.

The

Board

concluded

that

any

such

ancillary

benefits

would

not

be

disadvantageous

to

the

Fund

and

thus

would

not

alter

the

Board’s

conclusion

with

respect

to

the

appropriateness

of

approving

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Conclusion:

Based

on

a

review

of

the

factors

described

above,

as

well

as

such

other

factors

as

deemed

appropriate

by

the

Board,

the

Board,

including

all

of

the

Independent

Board

Members,

determined

that

the

Fund’s

investment

advisory

fee

rate

under

the

Advisory

Agreement

does

not

constitute

a

fee

that

is

so

disproportionately

large

as

to

bear

no

reasonable

relationship

to

the

services

rendered

and

that

could

not

have

been

the

product

of

arm’s-length

bargaining,

and

concluded

to

approve

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Supplemental

Information

(unaudited)

51

Supplemental

Information

Section

19(a)

Notices

The

amounts

and

sources

of

distributions

reported

are

estimates

and

are

being

provided

pursuant

to

regulatory

requirements

and

are

not

being

provided

for

tax

reporting

purposes.

The

actual

amounts

and

sources

for

tax

reporting

purposes

will

depend

upon

each

Fund’s

investment

experience

during

the

year

and

may

be

subject

to

changes

based

on

tax

regulations.

Shareholders

will

receive

a

Form

1099-DIV

each

calendar

year

that

will

inform

them

how

to

report

these

distributions

for

federal

income

tax

purposes.

July

31,

2022

Premium/Discount

Information

Information

on

the

Fund’s

net

asset

value,

market

price,

premiums

and

discounts,

and

bid-ask

spreads

can

be

found

at

iShares.com

.

Total

Cumulative

Distributions

for

the

Fiscal

Year

%

Breakdown

of

the

Total

Cumulative

Distributions

for

the

Fiscal

Year

iShares

ETF

Net

Investment

Income

Net

Realized

Capital

Gains

Return

of

Capital

Total

Per

Share

Net

Investment

Income

Net

Realized

Capital

Gains

Return

of

Capital

Total

Per

Share

Core

Aggressive

Allocation

............

$

1

.400209

‌

$

—

‌

$

—

‌

$

1

.400209

‌

100

%

—

%

—

%

100

%

Core

Conservative

Allocation

...........

0

.673469

‌

—

‌

—

‌

0

.673469

‌

100

—

—

100

Core

Growth

Allocation

...............

1

.047902

‌

—

‌

—

‌

1

.047902

‌

100

—

—

100

Core

Moderate

Allocation

.............

0

.800144

‌

—

‌

—

‌

0

.800144

‌

100

—

—

100

Morningstar

Multi-Asset

Income

.........

0

.808641

‌

—

‌

—

‌

0

.808641

‌

100

—

—

100

Trustee

and

Officer

Information

(unaudited)

52

2022

iShares

Annual

Report

to

Shareholders

The

Board

of

Trustees

has

responsibility

for

the

overall

management

and

operations

of

the

Funds,

including

general

supervision

of

the

duties

performed

by

BFA

and

other

service

providers.

Each

Trustee

serves

until

he

or

she

resigns,

is

removed,

dies,

retires

or

becomes

incapacitated.

Each

officer

shall

hold

office

until

his

or

her

successor

is

elected

and

qualifies

or

until

his

or

her

death,

resignation

or

removal.

Trustees

who

are

not

“interested

persons”

(as

defined

in

the

1940

Act)

of

the

Trust

are

referred

to

as

independent

trustees

(“Independent

Trustees”). 

The

registered

investment

companies

advised

by

BFA

or

its

affiliates

(the

“BlackRock-advised

Funds”)

are

organized

into

one

complex

of

open-end

equity,

multi-asset,

index

and

money

market

funds

and

ETFs

(the

“BlackRock

Multi-Asset

Complex”),

one

complex

of

closed-end

funds

and

open-end

non-index

fixed-income

funds

(including

ETFs)

(the

“BlackRock

Fixed-Income

Complex”)

and

one

complex

of

ETFs

(“Exchange-Traded

Fund

Complex”)

(each,

a

“BlackRock

Fund

Complex”).

Each

Fund

is

included

in

the

Exchange-Traded

Fund

Complex.

Each

Trustee also

serves

as

a

Director

of

iShares,

Inc.

and

a

Trustee

of

iShares

U.S.

ETF

Trust

and,

as

a

result,

oversees

all

of

the

funds

within

the

Exchange-Traded

Fund

Complex,

which

consists

of

384

funds

as

of

July

31,

2022.

With

the

exception

of

Robert

S.

Kapito,

Salim

Ramji

and

Charles

Park,

the

address

of

each

Trustee and

officer

is

c/o

BlackRock,

Inc.,

400

Howard

Street,

San

Francisco,

CA

94105.

The

address

of

Mr.

Kapito,

Mr.

Ramji

and

Mr.

Park

is

c/o

BlackRock,

Inc.,

Park

Avenue

Plaza,

55

East

52nd

Street,

New

York,

NY

10055.

The

Board

has

designated

John

E.

Kerrigan

as

its

Independent

Board

Chair.

Additional

information

about

the

Funds’

Trustees and

officers

may

be

found

in

the

Funds’

combined

Statement

of

Additional

Information,

which

is

available

without

charge,

upon

request,

by

calling

toll-free

1-800-iShares

(1-800-474-2737).

Interested

Trustees

(a)

Robert

S.

Kapito

is

deemed

to

be

an

“interested

person”

(as

defined

in

the

1940

Act)

of

the

Trust

due

to

his

affiliations

with

BlackRock,

Inc.

and

its

affiliates.

(b)

Salim

Ramji

is

deemed

to

be

an

“interested

person”

(as

defined

in

the

1940

Act)

of

the

Trust

due

to

his

affiliations

with

BlackRock,

Inc.

and

its

affiliates.

Independent

Trustees

Name

(Age)

Position(s)

Principal

Occupation(s)

During

the

Past

5

Years

Other

Directorships

Held

by

Trustee

Robert

S.

Kapito

(a)

(65)

Trustee

(since

2009).

President,

BlackRock,

Inc.

(since

2006);

Vice

Chairman

of

BlackRock,

Inc.

and

Head

of

BlackRock’s

Portfolio

Management

Group

(since

its

formation

in

1998)

and

BlackRock,

Inc.’s

predecessor

entities

(since

1988);

Trustee,

University

of

Pennsylvania

(since

2009);

President

of

Board

of

Directors,

Hope

&

Heroes

Children’s

Cancer

Fund

(since

2002).

Director

of

BlackRock,

Inc.

(since

2006);

Director

of

iShares,

Inc.

(since

2009);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Salim

Ramji

(b)

(52)

Trustee

(since

2019).

Senior

Managing

Director,

BlackRock,

Inc.

(since

2014);

Global

Head

of

BlackRock’s

ETF

and

Index

Investments

Business

(since

2019);

Head

of

BlackRock’s

U.S.

Wealth

Advisory

Business

(2015-2019);

Global

Head

of

Corporate

Strategy,

BlackRock,

Inc.

(2014-2015);

Senior

Partner,

McKinsey

&

Company

(2010-2014).

Director

of

iShares,

Inc.

(since

2019);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2019).

Name

(Age)

Position(s)

Principal

Occupation(s)

During

the

Past

5

Years

Other

Directorships

Held

by

Trustee

John

E.

Kerrigan

(67)

Trustee

(since

2005);

Independent

Board

Chair

(since

2022).

Chief

Investment

Officer,

Santa

Clara

University

(since

2002).

Director

of

iShares,

Inc.

(since

2005);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011);

Independent

Board

Chair

of

iShares,

Inc.

and

iShares

U.S.

ETF

Trust

(since

2022).

Jane

D.

Carlin

(66)

Trustee

(since

2015);

Risk

Committee

Chair

(since

2016).

Consultant

(since

2012);

Member

of

the

Audit

Committee

(2012-2018),

Chair

of

the

Nominating

and

Governance

Committee

(2017-2018)

and

Director

of

PHH

Corporation

(mortgage

solutions)

(2012-2018);

Managing

Director

and

Global

Head

of

Financial

Holding

Company

Governance

&

Assurance

and

the

Global

Head

of

Operational

Risk

Management

of

Morgan

Stanley

(2006-2012).

Director

of

iShares,

Inc.

(since

2015);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2015);

Member

of

the

Audit

Committee

(since

2016),

Chair

of

the

Audit

Committee

(since

2020)

and

Director

of

The

Hanover

Insurance

Group,

Inc.

(since

2016).

Richard

L.

Fagnani

(67)

Trustee

(since

2017);

Audit

Committee

Chair

(since

2019).

Partner,

KPMG

LLP

(2002-2016).

Director

of

iShares,

Inc.

(since

2017);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2017).

Cecilia

H.

Herbert

(73)

Trustee

(since

2005);

Nominating

and

Governance

and

Equity

Plus

Committee

Chairs

(since

2022).

Chair

of

the

Finance

Committee

(since

2019)

and

Trustee

and

Member

of

the

Finance,

Audit

and

Quality

Committees

of

Stanford

Health

Care

(since

2016);

Trustee

of

WNET,

New

York’s

public

media

company

(since

2011)

and

Member

of

the

Audit

Committee

(since

2018)

and

Investment

Committee

(since

2011);

Chair

(1994-2005)

and

Member

(since

1992)

of

the

Investment

Committee,

Archdiocese

of

San

Francisco;

Trustee

of

Forward

Funds

(14

portfolios)

(2009-2018);

Trustee

of

Salient

MF

Trust

(4

portfolios)

(2015-2018);

Director

(1998-2013)

and

President

(2007-2011)

of

the

Board

of

Directors,

Catholic

Charities

CYO;

Trustee

(2002-

2011)

and

Chair

of

the

Finance

and

Investment

Committee

(2006-2010)

of

the

Thacher

School;

Director

of

the

Senior

Center

of

Jackson

Hole

(since

2020).

Director

of

iShares,

Inc.

(since

2005);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011);

Trustee

of

Thrivent

Church

Loan

and

Income

Fund

(since

2019).

Trustee

and

Officer

Information

(unaudited)

(

continued)

53

Trustee

and

Officer

Information

Officers

Name

(Age)

Position(s)

Principal

Occupation(s)

During

the

Past

5

Years

Other

Directorships

Held

by

Trustee

Drew

E.

Lawton

(63)

Trustee

(since

2017);

15(c)

Committee

Chair

(since

2017).

Senior

Managing

Director

of

New

York

Life

Insurance

Company

(2010-2015).

Director

of

iShares,

Inc.

(since

2017);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2017).

John

E.

Martinez

(61)

Trustee

(since

2003);

Securities

Lending

Committee

Chair

(since

2019).

Director

of

Real

Estate

Equity

Exchange,

Inc.

(since

2005);

Director

of

Cloudera

Foundation

(2017-2020);

and

Director

of

Reading

Partners

(2012-2016).

Director

of

iShares,

Inc.

(since

2003);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Madhav

V.

Rajan

(57)

Trustee

(since

2011);

Fixed

Income

Plus

Committee

Chair

(since

2019).

Dean,

and

George

Pratt

Shultz

Professor

of

Accounting,

University

of

Chicago

Booth

School

of

Business

(since

2017);

Advisory

Board

Member

(since

2016)

and

Director

(since

2020)

of

C.M.

Capital

Corporation;

Chair

of

the

Board

for

the

Center

for

Research

in

Security

Prices,

LLC

(since

2020);

Robert

K.

Jaedicke

Professor

of

Accounting,

Stanford

University

Graduate

School

of

Business

(2001-2017);

Professor

of

Law

(by

courtesy),

Stanford

Law

School

(2005-2017);

Senior

Associate

Dean

for

Academic

Affairs

and

Head

of

MBA

Program,

Stanford

University

Graduate

School

of

Business

(2010-2016).

Director

of

iShares,

Inc.

(since

2011);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Name

(Age)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Armando

Senra

(51)

President

(since

2019).

Managing

Director,

BlackRock,

Inc.

(since

2007);

Head

of

U.S.,

Canada

and

Latam

iShares,

BlackRock,

Inc.

(since

2019);

Head

of

Latin

America

Region,

BlackRock,

Inc.

(2006-2019);

Managing

Director,

Bank

of

America

Merrill

Lynch

(1994-2006).

Trent

Walker

(48)

Treasurer

and

Chief

Financial

Officer

(since

2020).

Managing

Director,

BlackRock,

Inc.

(since

September

2019);

Chief

Financial

Officer

of

iShares

Delaware

Trust

Sponsor

LLC,

BlackRock

Funds,

BlackRock

Funds

II,

BlackRock

Funds

IV,

BlackRock

Funds

V

and

BlackRock

Funds

VI

(since

2021);

Executive

Vice

President

of

PIMCO

(2016-2019);

Senior

Vice

President

of

PIMCO

(2008-2015);

Treasurer

(2013-2019)

and

Assistant

Treasurer

(2007-2017)

of

PIMCO

Funds,

PIMCO

Variable

Insurance

Trust,

PIMCO

ETF

Trust,

PIMCO

Equity

Series,

PIMCO

Equity

Series

VIT,

PIMCO

Managed

Accounts

Trust,

2

PIMCO-sponsored

interval

funds

and

21

PIMCO-sponsored

closed-end

funds.

Charles

Park

(54)

Chief

Compliance

Officer

(since

2006).

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);

Chief

Compliance

Officer

of

BFA

(since

2006).

Marisa

Rolland

(41)

Secretary

(since

2022).

Director,

BlackRock,

Inc.

(since

2018);

Vice

President,

BlackRock,

Inc.

(2010-2017).

Rachel

Aguirre

(40)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2018);

Director,

BlackRock,

Inc.

(2009-2018);

Head

of

U.S.

iShares

Product

(since

2022);

Head

of

EII

U.S.

Product

Engineering

(since

2021);

Co-Head

of

EII’s

Americas

Portfolio

Engineering

(2020-2021);

Head

of

Developed

Markets

Portfolio

Engineering

(2016-2019).

Jennifer

Hsui

(46)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2009);

Co-Head

of

Index

Equity

(since

2022).

James

Mauro

(51)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2010);

Head

of

Fixed

Income

Index

Investments

in

the

Americas

and

Head

of

San

Francisco

Core

Portfolio

Management

(since

2020).

Effective

March

18,

2022,

Rachel

Aguirre,

Jennifer

Hsui,

and

James

Mauro

have

replaced

Scott

Radell,

Alan

Mason,

and

Marybeth

Leithead

as

Executive

Vice

Presidents.

Effective

June

15,

2022,

Marisa

Rolland

replaced

Deepa

Damre

Smith

as

Secretary.

Independent

Trustees

(

continued

)

General

Information

54

2022

iShares

Annual

Report

to

Shareholders

Electronic

Delivery

Shareholders

can

sign

up

for

e-mail

notifications

announcing

that

the

shareholder

report

or

prospectus

has

been

posted

on

the

iShares

website

at

iShares.com

.

Once

you

have

enrolled,

you

will

no

longer

receive

prospectuses

and

shareholder

reports

in

the

mail.

To

enroll

in

electronic

delivery:

Go

to

icsdelivery.com

.

If

your

brokerage

firm

is

not

listed,

electronic

delivery

may

not

be

available.

Please

contact

your

broker-dealer

or

financial

advisor.

Householding

Householding

is

an

option

available

to

certain

fund

investors.

Householding

is

a

method

of

delivery,

based

on

the

preference

of

the

individual

investor,

in

which

a

single

copy

of

certain

shareholder

documents

and

Rule

30e-3

notices

can

be

delivered

to

investors

who

share

the

same

address,

even

if

their

accounts

are

registered

under

different

names.

Please

contact

your

broker-dealer

if

you

are

interested

in

enrolling

in

householding

and

receiving

a

single

copy

of

prospectuses

and

other

shareholder

documents,

or

if

you

are

currently

enrolled

in

householding

and

wish

to

change

your

householding

status.

Availability

of

Quarterly

Schedule

of

Investments

The

Funds

file

their

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

their

reports

on

Form

N-PORT.

The

Funds’

Forms

N-PORT

are

available

on

the

SEC’s

website

at

sec.gov

.

Additionally,

each

Fund

makes

its

portfolio

holdings

for

the

first

and

third

quarters

of

each

fiscal

year

available

at

iShares.com/fundreports

.

Availability

of

Proxy

Voting

Policies

and

Proxy

Voting

Records

A

description

of

the

policies

and

procedures

that

the

iShares

Funds

use

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

and

information

about

how

the

iShares

Funds

voted

proxies

relating

to

portfolio

securities

during

the

most

recent

twelve-month

period

ending

June

30

is

available

without

charge,

upon

request

(1)

by

calling

toll-free

1-800-474-2737;

(2)

on

the

iShares

website

at

iShares.com

;

and

(3)

on

the

SEC

website

at

sec.gov

.

A

description

of

the Trust’s

policies

and

procedures

with

respect

to

the

disclosure

of

the

Fund’s

portfolio

securities

is

available

in

the

Fund

Prospectus.

The

Fund

discloses

its

portfolio

holdings

daily

and

provides

information

regarding

its

top

holdings

in

Fund

fact

sheets

at

iShares.com

.

iS-AR-704-0722

Want

to

know

more?

iShares.com

|

1-800-474-2737

This

report

is

intended

for

the

Funds’

shareholders.

It

may

not

be

distributed

to

prospective

investors

unless

it

is

preceded

or

accompanied

by

the

current

prospectus.

Investing

involves

risk,

including

possible

loss

of

principal.

The

iShares

Funds

are

distributed

by

BlackRock

Investments,

LLC

(together

with

its

affiliates,

“BlackRock”).

The

iShares

Funds

are

not

sponsored,

endorsed,

issued,

sold

or

promoted

by

Morningstar,

Inc.

or

S&P

Dow

Jones

Indices

LLC,

nor

do

these

companies

make

any

representation

regarding

the

advisability

of

investing

in

the

iShares

Funds.

BlackRock

is

not

affiliated

with

the

companies

listed

above.

©2022

BlackRock,

Inc.

All

rights

reserved.

iSHARES

and

BLACKROCK

are

registered

trademarks

of

BlackRock,

Inc.

or

its

subsidiaries.

All

other

marks

are

the

property

of

their

respective

owners.

July

31,

2022

iShares

Trust

iShares

MSCI

USA

Momentum

Factor

ETF

|

MTUM

|

Cboe

BZX

iShares

MSCI

USA

Quality

Factor

ETF

|

QUAL

|

Cboe

BZX

iShares

MSCI

USA

Size

Factor

ETF

|

SIZE

|

NYSE

Arca

iShares

MSCI

USA

Value

Factor

ETF

|

VLUE

|

Cboe

BZX

2022

Annual

Report

Dear

Shareholder,

The

12-month

reporting

period

as

of

July

31,

2022

saw

the

emergence

of

significant

challenges

that

disrupted

the

economic

recovery

and

strong

financial

markets.

The

U.S.

economy

shrank

in

the

first

half

of

2022,

ending

the

run

of

robust

growth

that

followed

the

reopening

of

global

economies

and

the

development

of

COVID-19

vaccines.

Changes

in

consumer

spending

patterns

and

a

tight

labor

market

led

to

elevated

inflation,

which

reached

a

40-year

high.

Moreover,

while

the

foremost

effect

of

Russia’s

invasion

of

Ukraine

has

been

a

severe

humanitarian

crisis,

the

ongoing

war

continued

to

present

challenges

for

both

investors

and

policymakers.

Equity

prices

fell

as

interest

rates

rose,

particularly

weighing

on

relatively

high-valuation

growth

stocks

and

economically

sensitive

small-capitalization

stocks.

While

both

large-

and

small-capitalization

U.S.

stocks

fell,

declines

for

small-capitalization

U.S.

stocks

were

steeper.

Both

emerging

market

stocks

and

international

equities

from

developed

markets

fell

significantly,

pressured

by

rising

interest

rates

and

a

strengthening

U.S.

dollar.

The

10-year

U.S.

Treasury

yield

(which

is

inversely

related

to

bond

prices)

rose

notably

during

the

reporting

period

as

investors

reacted

to

higher

inflation

and

attempted

to

anticipate

its

impact

on

future

interest

rate

changes.

The

corporate

bond

market

also

faced

inflationary

headwinds,

and

increasing

uncertainty

led

to

higher

corporate

bond

spreads

(the

difference

in

yield

between

U.S.

Treasuries

and

similarly-dated

corporate

bonds).

The

U.S.

Federal

Reserve

(the

“Fed”),

acknowledging

that

inflation

is

growing

faster

than

expected,

raised

interest

rates

four

times

while

indicating

that

additional

rate

hikes

were

likely.

Furthermore,

the

Fed

wound

down

its

bond-buying

programs

and

began

to

reduce

its

balance

sheet.

Continued

high

inflation

and

the

Fed’s

statements

led

many

analysts

to

anticipate

that

interest

rates

have

room

to

rise

before

peaking,

although

investors’

inflation

expectations

began

to

decline

near

the

end

of

the

period.

The

horrific

war

in

Ukraine

has

significantly

clouded

the

outlook

for

the

global

economy,

leading

to

major

volatility

in

energy

and

metals

markets.

Sanctions

on

Russia,

Europe’s

top

energy

supplier,

and

general

wartime

disruption

have

magnified

supply

problems

for

key

commodities.

We

believe

elevated

energy

prices

will

continue

to

exacerbate

inflationary

pressure

while

also

constraining

economic

growth.

Combating

inflation

without

stifling

a

recovery,

while

buffering

against

ongoing

supply

and

price

shocks,

will

be

an

especially

challenging

environment

for

setting

effective

monetary

policy.

Despite

the

likelihood

of

more

rate

increases

on

the

horizon,

we

believe

the

Fed

will

ultimately

err

on

the

side

of

protecting

employment,

even

at

the

expense

of

higher

inflation.

In

the

meantime,

however,

we

believe

that

we

are

likely

to

see

a

period

of

slowing

growth

paired

with

relatively

high

inflation.

In

this

environment,

while

we

favor

an

overweight

to

equities

in

the

long-term,

the

market’s

concerns

over

excessive

rate

hikes

from

central

banks

moderate

our

outlook.

Furthermore,

the

energy

shock

and

a

deteriorating

economic

backdrop

in

China

and

Europe

are

likely

to

challenge

corporate

earnings,

so

we

are

underweight

equities

overall

in

the

near-term.

We

take

the

opposite

view

on

credit,

where

higher

spreads

provide

near-term

opportunities,

while

the

likelihood

of

higher

inflation

leads

us

to

take

an

underweight

stance

on

credit

in

the

long-term.

We

believe

that

investment-grade

corporates,

U.K.

gilts,

local-currency

emerging

market

debt,

and

inflation-protected

bonds

(particularly

in

Europe)

offer

strong

opportunities

for

a

six-

to

twelve-month

horizon.

Overall,

our

view

is

that

investors

need

to

think

globally,

extend

their

scope

across

a

broad

array

of

asset

classes,

and

be

nimble

as

market

conditions

change.

We

encourage

you

to

talk

with

your

financial

advisor

and

visit

iShares.com

for

further

insight

about

investing

in

today’s

markets.

Sincerely,

Rob

Kapito

President,

BlackRock,

Inc.

The

Markets

in

Review

Rob

Kapito

President,

BlackRock,

Inc.

Total

Returns

as

of

July

31,

2022

Past

performance

is

not

an

indication

of

future

results.

Index

performance

is

shown

for

illustrative

purposes

only.

You

cannot

invest

directly

in

an

index.

6-Month

12-Month

U.S.

large

cap

equities

(S&P

500

®

Index)

(7.81%)

(4.64%)

U.S.

small

cap

equities

(Russell

2000

®

Index)

(6.42)

(14.29)

International

equities

(MSCI

Europe,

Australasia,

Far

East

Index)

(11.27)

(14.32)

Emerging

market

equities

(MSCI

Emerging

Markets

Index)

(16.24)

(20.09)

3-month

Treasury

bills

(ICE

BofA

3-Month

U.S.

Treasury

Bill

Index)

0.21

0.22

U.S.

Treasury

securities

(ICE

BofA

10-Year

U.S.

Treasury

Index)

(6.38)

(10.00)

U.S.

investment

grade

bonds

(Bloomberg

U.S.

Aggregate

Bond

Index)

(6.14)

(9.12)

Tax-exempt

municipal

bonds

(Bloomberg

Municipal

Bond

Index)

(3.95)

(6.93)

U.S.

high

yield

bonds

(Bloomberg

U.S.

Corporate

High

Yield

2%

Issuer

Capped

Index)

(6.58)

(8.03)

2

This

Page

is

not

Part

of

Your

Fund

Report

Table

of

Contents

Page

3

The

Markets

in

Review

...................................................................................................

2

Annual

Report:

Market

Overview

.......................................................................................................

4

Fund

Summary

........................................................................................................

5

About

Fund

Performance

..................................................................................................

13

Disclosure

of

Expenses

...................................................................................................

13

Schedules

of

Investments

.................................................................................................

14

Financial

Statements:

Statements

of

Assets

and

Liabilities

.........................................................................................

35

Statements

of

Operations

................................................................................................

36

Statements

of

Changes

in

Net

Assets

........................................................................................

37

Financial

Highlights

.....................................................................................................

39

Notes

to

Financial

Statements

...............................................................................................

43

Important

Tax

Information

(Unaudited)

.................................................................................................

52

Board

Review

and

Approval

of

Investment

Advisory

Contract

...........................................................................

53

Supplemental

Information

.................................................................................................

55

Trustee

and

Officer

Information

..............................................................................................

56

General

Information

.....................................................................................................

58

Glossary

of

Terms

Used

in

this

Report

..........................................................................................

59

Market

Overview

4

2022

iShares

Annual

Report

to

Shareholders

iShares

Trust

Domestic

Market

Overview

U.S.

stocks

declined

for

the

12

months

ended

July

31,

2022

(“reporting

period”),

when

the

Russell

3000

®

Index,

a

broad

measure

of

U.S.

equity

market

performance,

returned

-7.35%.

Equities

advanced

early

in

the

reporting

period

as

strong

household

balance

sheets

and

robust

job

growth

supported

rising

consumer

spending.

Increased

economic

activity

led

to

strong

corporate

earnings

as

companies

reaped

the

benefits

amid

a

recovery

from

the

effects

of

the

coronavirus

pandemic.

However,

significant

challenges

emerged

as

the

reporting

period

continued,

including

high

inflation,

rising

interest

rates,

slower

economic

growth,

and

the

impacts

of

Russia’s

invasion

of

Ukraine.

These

factors

drove

stock

prices

sharply

lower,

erasing

prior

gains

and

leading

to

significantly

negative

performance

for

the

reporting

period

overall.

The

U.S.

economy

grew

briskly

over

the

final

half

of

2021,

powered

primarily

by

consumer

spending.

Record-high

personal

savings

rates

allowed

consumers

to

spend

at

an

elevated

level,

releasing

pent-up

demand

for

goods

and

services.

Growth

subsequently

stalled

in

the

first

half

of

2022,

and

the

economy

contracted

amid

lower

inventories

and

faltering

business

investment.

Despite

the

economic

downturn,

indicators

were

mixed,

showing

evidence

of

a

slowdown

in

some

areas

while

others

remained

positive.

Hiring

continued

to

increase

as

businesses

restored

capacity,

and

unemployment

declined

substantially,

falling

to

3.5%

in

July

2022

—

identical

to

the

pre-pandemic

rate

in

February

2020.

Although

high

inflation

negatively

impacted

consumer

sentiment,

which

declined

significantly,

consumer

spending

continued

to

rise.

The

rapid

increase

in

consumer

spending

drove

a

significant

rise

in

inflation.

Supply

chains

for

many

goods

were

disrupted

by

the

pandemic

and

could

not

quickly

adapt

to

the

rapid

rebound

in

demand.

Oil

prices

also

rose

significantly

as

demand

increased

and

a

lack

of

investment

constrained

the

supply

of

oil.

The

strong

job

market

led

to

higher

wages,

particularly

at

the

lower

end

of

the

market.

These

factors

drove

prices

higher

in

many

areas

of

the

economy.

Rising

inflation

led

to

a

shift

in

policy

from

the

U.S.

Federal

Reserve

(“the

Fed”).

As

the

reporting

period

began,

the

Fed

was

using

accommodative

monetary

policy

to

stimulate

the

economy.

Short-term

interest

rates

were

kept

at

near-zero

levels,

and

the

Fed

used

bond-buying

programs

to

stabilize

debt

markets.

However,

rising

prices

led

the

Fed

to

tighten

monetary

policy

during

the

reporting

period

in

an

attempt

to

prevent

runaway

inflation.

The

Fed

slowed

and

then

ended

its

bond-buying

activities,

finally

reversing

course

as

it

began

to

reduce

its

balance

sheet

in

June

2022.

In

March

2022,

the

Fed

began

to

raise

short-term

interest

rates,

followed

by

three

more

increases

for

a

total

increase

of

225

basis

points,

the

most

rapid

rise

in

decades.

Interest

rates

rose

significantly

in

response,

leading

to

higher

borrowing

costs

for

businesses.

The

effect

of

higher

inflation

and

interest

rates

on

equities

varied

significantly

based

on

equity

class.

Growth

stocks,

which

derive

much

of

their

value

from

expectations

of

future

growth,

declined

significantly

more

than

value

stocks.

Russia’s

invasion

of

Ukraine

in

late

February

2022

led

to

substantial

disruptions

to

the

global

economy

and

increased

uncertainty

in

financial

markets,

exacerbating

inflation

and

impacting

U.S.

businesses

with

operations

in

Russia.

The

invasion

was

met

with

widespread

condemnation,

and

many

countries

imposed

sanctions

on

the

Russian

state,

businesses,

and

individuals.

As

Russia

is

a

top

producer

of

both

oil

and

natural

gas,

global

supply

concerns

led

to

sharp

volatility

in

U.S.

energy

markets.

iShares

®

MSCI

USA

Momentum

Factor

ETF

5

Fund

Summary

Fund

Summary

as

of

July

31,

2022

Investment

Objective

The

iShares

MSCI

USA

Momentum

Factor

ETF

(the

“Fund”)

seeks

to

track

the

investment

results

of

an

index

composed

of

U.S.

large-

and

mid-capitalization

stocks

exhibiting

relatively

higher

price

momentum,

as

represented

by

the

MSCI

USA

Momentum

SR

Variant

Index

(the

“Index”).

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(SINCE

INCEPTION

AT

NET

ASSET

VALUE)

The

inception

date

of

the

Fund

was

April

16,

2013.

The

first

day

of

secondary

market

trading

was

April

18,

2013.

Index

performance

through

November

22,

2020

reflects

the

performance

of

the

MSCI

USA

Momentum

Index.

Index

performance

beginning

on

November

23,

2020

reflects

the

performance

of

the

MSCI

USA

Momentum

SR

Variant

Index.

Past

performance

is

not

an

indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance”

for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

5

Years

Since

Inception

1

Year

5

Years

Since

Inception

Fund

NAV

.................................

(17.35

)

%

10.49

%

12.92

%

(17.35

)

%

64.65

%

209.35

%

Fund

Market

...............................

(17.31

)

10.49

12.93

–

%

(17.31

)

64.70

209.48

Index

....................................

(17.25

)

10.70

13.14

(17.25

)

66.25

214.75

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

870.90

‌

$

0.70

‌

$

1,000.00

‌

$

1,024.05

‌

$

0.75

‌

0.15

%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

Fund

Summary

as

of

July

31,

2022

(continued)

iShares

®

MSCI

USA

Momentum

Factor

ETF

6

2022

iShares

Annual

Report

to

Shareholders

Portfolio

Management

Commentary

U.S

stocks

with

relatively

high

price

momentum

declined

sharply

for

the

reporting

period

as

a

variety

of

macroeconomic

factors

pressured

equities

worldwide.

Rising

global

inflation,

Fed

interest

rate

increases,

the

war

between

Russia

and

Ukraine,

and

China’s

strict

policies

aimed

at

controlling

the

spread

of

COVID-19

restricted

global

economic

growth

and

led

to

a

broad

reassessment

of

the

growth

potential

of

high

valuation

stocks.

The

information

technology

sector

detracted

the

most

from

the

Index’s

return

as

recession

fears

led

to

less

risk-taking

in

financial

markets.

The

software

industry

drove

the

decline,

despite

advancing

during

the

early

stages

of

the

coronavirus

pandemic

as

offices

closed,

and

at-home

workers

accessed

myriad

programs

to

complete

their

tasks.

But

growth

faded

during

the

reporting

period

as

more

workers

returned

to

their

offices.

Consequently,

investors

began

focusing

more

on

the

industry’s

profitability

and

attempting

to

assess

accurate

post-pandemic

growth

rates.

The

application

software

industry,

which

has

relatively

high

stock

valuations,

proved

particularly

vulnerable

to

the

market’s

reassessment

of

growth,

as

revenue

slowed

amid

decreased

work-at-home

needs

and

rising

uncertainty

about

when

slowing

growth

would

stabilize.

Semiconductors

companies

declined

amid

materials

shortages

and

other

supply-chain

and

logistical

problems,

leading

to

production

delays

even

as

demand

from

a

wide

variety

of

industries

continued

rising.

The

healthcare

sector

also

detracted

from

the

Index’s

performance,

driven

by

the

biotechnology

industry.

Manufacturers

of

COVID-19

vaccines

declined

as

the

Omicron

variant

subsided,

and

investors

grew

concerned

about

the

revenue

outlook

for

the

vaccines.

The

communication

services

sector

also

detracted,

amid

declining

advertising

revenue

for

interactive

media

and

services

firms,

while

entertainment

companies

faced

reduced

consumer

discretionary

spending.

On

the

upside,

the

energy

sector

contributed

to

the

Index’s

performance

as

surging

oil

and

gas

prices

drove

growth

in

the

oil,

gas,

and

consumable

fuels

industry.

In

terms

of

relative

performance,

the

Index

underperformed

the

broader

market

for

the

reporting

period,

as

measured

by

the

MSCI

USA

Index.

As

the

Fed

began

raising

interest

rates,

in

the

middle

of

the

reporting

period,

overweight

positions

in

the

financials

and

information

technology

sectors

and

a

tilt

toward

growth-oriented

stocks

detracted

considerably

from

relative

performance.

During

the

last

two

months

of

the

reporting

period,

underweight

positions

in

the

information

technology

and

consumer

discretionary

sectors

and

an

overweight

in

the

energy

sector

all

detracted

from

relative

performance.

Portfolio

Information

SECTOR

ALLOCATION

Sector

Percent

of

Total

Investments

(a)

Health

Care

...................................

29.7‌

%

Energy

.......................................

19.7‌

Consumer

Staples

...............................

17.2‌

Information

Technology

............................

10.2‌

Financials

.....................................

7.0‌

Utilities

.......................................

4.7‌

Industrials

.....................................

4.0‌

Materials

.....................................

2.9‌

Real

Estate

....................................

2.7‌

Consumer

Discretionary

...........................

1.8‌

Communication

Services

...........................

0.1‌

a

a

(a)

Excludes

money

market

funds.

TEN

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

Apple,

Inc.

....................................

5.8‌

%

Exxon

Mobil

Corp.

...............................

5.2‌

UnitedHealth

Group,

Inc.

...........................

4.9‌

Chevron

Corp.

..................................

4.6‌

Johnson

&

Johnson

..............................

4.4‌

Berkshire

Hathaway,

Inc.,

Class

B

....................

4.1‌

Procter

&

Gamble

Co.

(The)

........................

3.9‌

Eli

Lilly

&

Co.

..................................

3.8‌

AbbVie,

Inc.

...................................

3.5‌

Costco

Wholesale

Corp.

...........................

3.3‌

aaa

aa

iShares

®

MSCI

USA

Quality

Factor

ETF

7

Fund

Summary

Fund

Summary

as

of

July

31,

2022

Investment

Objective

The

iShares

MSCI

USA

Quality

Factor

ETF

(the

“Fund”)

seeks

to

track

the

investment

results

of

an

index

composed

of

U.S.

large-

and

mid-capitalization

stocks

with

quality

characteristics

as

identified

through

certain

fundamental

metrics,

as

represented

by

the

MSCI

USA

Sector

Neutral

Quality

Index

(the

“Index”).

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(SINCE

INCEPTION

AT

NET

ASSET

VALUE)

The

inception

date

of

the

Fund

was

July

16,

2013.

The

first

day

of

secondary

market

trading

was

July

18,

2013.

Index

performance

through

August

31,

2015

reflects

the

performance

of

the

MSCI

USA

Quality

Index.

Index

performance

beginning

on

September

1,

2015

reflects

the

performance

of

the

MSCI

USA

Sector

Neutral

Quality

Index.

Past

performance

is

not

an

indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance”

for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

5

Years

Since

Inception

1

Year

5

Years

Since

Inception

Fund

NAV

.................................

(10.09

)

%

12.00

%

12.19

%

(10.09

)

%

76.20

%

182.90

%

Fund

Market

...............................

(10.07

)

12.00

12.19

–

%

(10.07

)

76.23

183.07

Index

....................................

(9.96

)

12.19

12.38

(9.96

)

77.76

187.20

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

905.90

‌

$

0.71

‌

$

1,000.00

‌

$

1,024.05

‌

$

0.75

‌

0.15

%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

Fund

Summary

as

of

July

31,

2022

(continued)

iShares

®

MSCI

USA

Quality

Factor

ETF

8

2022

iShares

Annual

Report

to

Shareholders

Portfolio

Management

Commentary

U.S.

stocks

of

companies

with

quality

characteristics

declined

substantially

for

the

reporting

period.

The

consumer

discretionary

sector

detracted

the

most

from

the

Index’s

return

amid

historically

high

inflation

and

slow

real

wage

growth.

In

this

environment,

consumer

spending

on

nonessential

purchases

declined,

weighing

heavily

on

the

consumer

durables

industries.

Additionally,

ongoing

supply

chain

disruptions

led

to

production

shortfalls

and

increased

costs

for

inputs

and

shipping,

reducing

profits.

Recurring

lockdowns

in

China,

due

to

outbreaks

of

COVID-19,

coupled

with

the

increasing

strength

of

the

U.S.

dollar

negatively

impacted

foreign

sales.

Sales

on

e-commerce

platforms

declined

due

to

reduced

demand

for

goods

consumers

acquired

during

the

pandemic

and

a

return

to

in-person

shopping

as

restrictions

eased.

The

communication

services

sector

also

detracted

significantly

from

the

Index’s

return.

In

the

interactive

media

and

services

industry,

demand

for

digital

advertisements

slowed

considerably

amid

the

broader

global

economic

slowdown

and

rising

inflation,

leading

to

reduced

prices

for

online

advertisements

and

declining

revenues.

Interactive

media

and

services

companies

were

also

challenged

by

increased

competition

for

digital

advertising

and

new

privacy

rules

that

allow

users

to

limit

targeted

advertisements

on

mobile

devices.

The

information

technology

sector

detracted

modestly

from

the

Index’s

return.

As

businesses

returned

to

in-person

work

amid

easing

restrictions,

growth

in

demand

digital

document

software

slowed

sharply.

The

Russian

invasion

of

Ukraine

led

to

the

suspension

of

operations

in

Russia

and

its

allies,

reducing

software

sales.

On

the

upside,

the

energy

sector

contributed

to

the

Index’s

return.

In

the

oil,

gas,

and

consumable

fuels

industry,

demand

for

oil

recovered

while

global

supply

diminished

amid

sanctions

imposed

on

Russia,

lifting

prices

and

profits.

In

terms

of

relative

performance,

the

Index

underperformed

the

broader

market

as

represented

by

the

MSCI

USA

Index.

In

the

increasing

interest

rate

environment

which

characterized

the

reporting

period,

investors

shifted

from

growth

companies

to

value-oriented

companies.

As

the

quality

factor

favors

growth

companies,

the

fund

underperformed

the

broader

market

amid

this

shift.

Overweight

positions

in

the

textiles,

apparel,

and

luxury

goods

industry

and

the

interactive

media

and

services

industry

detracted

from

relative

performance.

Conversely,

an

overweight

to

the

pharmaceuticals

industry

and

an

underweight

position

in

the

internet

and

direct

marketing

industry

contributed

to

relative

performance.

Portfolio

Information

SECTOR

ALLOCATION

Sector

Percent

of

Total

Investments

(a)

Information

Technology

............................

28.0‌

%

Health

Care

...................................

14.4‌

Financials

.....................................

11.0‌

Consumer

Discretionary

...........................

10.9‌

Communication

Services

...........................

8.3‌

Industrials

.....................................

7.9‌

Consumer

Staples

...............................

7.0‌

Energy

.......................................

4.2‌

Real

Estate

....................................

3.1‌

Utilities

.......................................

2.7‌

Materials

.....................................

2.5‌

a

a

(a)

Excludes

money

market

funds.

TEN

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

S&P

Global,

Inc.

................................

4.4‌

%

Apple,

Inc.

....................................

3.7‌

Johnson

&

Johnson

..............................

3.7‌

Nike,

Inc.,

Class

B

...............................

3.6‌

Microsoft

Corp.

.................................

3.5‌

Eli

Lilly

&

Co.

..................................

3.0‌

NVIDIA

Corp.

..................................

2.9‌

Meta

Platforms,

Inc.,

Class

A

........................

2.9‌

Mastercard

,

Inc.,

Class

A

...........................

2.5‌

Visa,

Inc.,

Class

A

...............................

2.3‌

aaa

aa

iShares

®

MSCI

USA

Size

Factor

ETF

9

Fund

Summary

Fund

Summary

as

of

July

31,

2022

Investment

Objective

The

iShares

MSCI

USA

Size

Factor

ETF

(the

“Fund”)

seeks

to

track

the

investment

results

of

an

index

composed

of

U.S.

large-

and

mid-capitalization

stocks

with

relatively

smaller

average

market

capitalization,

as

represented

by

the

MSCI

USA

Low

Size

Index

(the

“Index”).

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index

.

Performance

GROWTH

OF

$10,000

INVESTMENT

(SINCE

INCEPTION

AT

NET

ASSET

VALUE)

The

inception

date

of

the

Fund

was

April

16,

2013.

The

first

day

of

secondary

market

trading

was

April

18,

2013.

Index

performance

through

December

2,

2018

reflects

the

performance

of

the

MSCI

USA

Risk

Weighted

Index.

Index

performance

beginning

on

December

3,

2018

reflects

the

performance

of

the

MSCI

USA

Low

Size

Index.

Past

performance

is

not

an

indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance”

for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

5

Years

Since

Inception

1

Year

5

Years

Since

Inception

Fund

NAV

.................................

(7.35

)

%

10.59

%

11.65

%

(7.35

)

%

65.41

%

178.53

%

Fund

Market

...............................

(7.37

)

10.57

11.65

–

%

(7.37

)

65.30

178.49

Index

....................................

(7.25

)

10.74

11.81

(7.25

)

66.57

182.13

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

933.10

‌

$

0.72

‌

$

1,000.00

‌

$

1,024.05

‌

$

0.75

‌

0.15

%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

Fund

Summary

as

of

July

31,

2022

(continued)

iShares

®

MSCI

USA

Size

Factor

ETF

10

2022

iShares

Annual

Report

to

Shareholders

Portfolio

Management

Commentary

Stocks

of

U.S.

large-

and

mid-capitalization

companies

with

smaller

average

market

capitalizations

declined

significantly

for

the

reporting

period.

The

consumer

discretionary

sector

detracted

the

most

driven

by

the

specialty

retail

industry.

Rising

inflation

reduced

consumer

spending,

especially

among

lower-income

shoppers,

and

rising

interest

rates

increased

the

cost

of

financing

automobiles,

negatively

impacting

car

sales.

In

the

consumer

services

industry,

despite

strong

revenues,

companies

declined

amid

rising

expenses

and

increased

competition.

The

consumer

durables

industry

also

detracted

as

people

returned

to

exercising

at

gyms,

lowering

demand

for

home

fitness

equipment

and

sharply

reducing

sales.

The

information

technology

sector

also

detracted

significantly

from

the

Index’s

return.

In

the

application

software

industry,

growth

in

demand

for

digital

signatures

slowed

sharply

as

businesses

returned

to

in-person

work

in

2022.

Despite

rising

revenues,

digital

document

management

companies

declined

as

relatively

high

valuations

led

investors

to

closely

scrutinize

earnings.

Competition

for

online

video

collaboration

solutions

increased,

and

demand

for

teleconferencing

software

decreased.

Additionally,

in

the

IT

services

industry,

revenue

growth

slowed

and

costs

rose

amid

increased

competition

for

communications

platforms

as

a

service,

weighing

heavily

on

profits.

The

communication

services

sector

also

detracted

from

the

Index’s

return

as

demand

for

digital

advertisements

slowed

considerably

in

the

interactive

media

and

services

industry.

Amid

the

global

economic

slowdown

and

rising

inflation,

prices

for

online

advertisement

decreased

and

sales

revenues

declined.

Stocks

in

the

cable

and

satellite

industry

also

detracted

as

subscriber

growth

slowed

and

competition

for

home

telecommunications

connections

increased,

including

from

new

technologies

such

as

fiberoptics.

On

the

upside,

the

energy

sector

contributed

to

the

Index’s

return.

As

pandemic-related

travel

restrictions

eased,

demand

for

oil

increased.

Additionally,

global

supply

diminished

amid

sanctions

imposed

on

Russia

following

the

invasion

of

Ukraine,

bolstering

prices

and

profits

in

the

energy

industry.

In

terms

of

relative

performance,

the

Index

marginally

underperformed

the

broader

market,

as

represented

by

the

MSCI

USA

Index.

Rising

inflation

and

interest

rate

increases

by

the

Fed

negatively

impacted

the

fund’s

low

size

factor,

which

typically

does

not

perform

well

during

economic

downturns.

An

underweight

allocation

to

the

technology

hardware,

storage,

and

peripherals

industry

detracted

from

relative

performance.

Conversely,

underweight

positions

in

the

interactive

media

and

services

and

the

internet

and

direct

marketing

retail

industries

contributed

to

relative

performance.

Portfolio

Information

SECTOR

ALLOCATION

Sector

Percent

of

Total

Investments

(a)

Information

Technology

............................

19.1‌

%

Industrials

.....................................

13.6‌

Financials

.....................................

13.4‌

Health

Care

...................................

12.5‌

Consumer

Discretionary

...........................

10.9‌

Real

Estate

....................................

6.1‌

Communication

Services

...........................

5.4‌

Consumer

Staples

...............................

5.3‌

Utilities

.......................................

5.1‌

Materials

.....................................

5.1‌

Energy

.......................................

3.5‌

a

a

(a)

Excludes

money

market

funds.

TEN

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

Enphase

Energy,

Inc.

.............................

0.3‌

%

Chewy,

Inc.,

Class

A

..............................

0.2‌

SolarEdge

Technologies,

Inc.

........................

0.2‌

Veeva

Systems,

Inc.,

Class

A

........................

0.2‌

Etsy,

Inc.

.....................................

0.2‌

Plug

Power,

Inc.

................................

0.2‌

Erie

Indemnity

Co.,

Class

A,

NVS

.....................

0.2‌

Insulet

Corp.

...................................

0.2‌

MongoDB,

Inc.

.................................

0.2‌

Rockwell

Automation,

Inc.

..........................

0.2‌

aaa

aa

iShares

®

MSCI

USA

Value

Factor

ETF

11

Fund

Summary

Fund

Summary

as

of

July

31,

2022

Investment

Objective

The

iShares

MSCI

USA

Value

Factor

ETF

(the

“Fund”)

seeks

to

track

the

investment

results

of

an

index

composed

of

U.S.

large-

and

mid-capitalization

stocks

with

value

characteristics

and

relatively

lower

valuations,

as

represented

by

the

MSCI

USA

Enhanced

Value

Index

(the

“Index”).

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(SINCE

INCEPTION

AT

NET

ASSET

VALUE)

The

inception

date

of

the

Fund

was

April

16,

2013.

The

first

day

of

secondary

market

trading

was

April

18,

2013.

Index

performance

through

August

31,

2015

reflects

the

performance

of

the

MSCI

USA

Value

Weighted

Index.

Index

performance

beginning

on

September

1,

2015

reflects

the

performance

of

the

MSCI

USA

Enhanced

Value

Index.

Past

performance

is

not

an

indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance”

for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

5

Years

Since

Inception

1

Year

5

Years

Since

Inception

Fund

NAV

.................................

(5.48

)

%

7.81

%

9.76

%

(5.48

)

%

45.64

%

137.62

%

Fund

Market

...............................

(5.54

)

7.80

9.76

–

%

(5.54

)

45.56

137.55

Index

....................................

(5.33

)

7.96

9.93

(5.33

)

46.68

140.95

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/22)

Ending

Account

Value

(07/31/22)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

905.10

‌

$

0.71

‌

$

1,000.00

‌

$

1,024.05

‌

$

0.75

‌

0.15

%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

181/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

Fund

Summary

as

of

July

31,

2022

(continued)

iShares

®

MSCI

USA

Value

Factor

ETF

12

2022

iShares

Annual

Report

to

Shareholders

Portfolio

Management

Commentary

U.S.

stocks

with

value

characteristics

declined

moderately

for

the

reporting

period,

while

outperforming

the

broad

market.

The

information

technology

sector

detracted

the

most

from

the

Index’s

return

as

businesses

and

consumers

reduced

technology

purchases

amid

rising

inflation

and

slowing

global

economic

growth.

In

the

semiconductors

and

semiconductor

equipment

industry,

a

lack

of

manufacturing

capacity

due

to

pandemic-related

disruptions

extended

the

global

chip

shortage.

Revenues

declined

amid

declining

consumer

demand

for

telecommuting

as

the

easing

of

pandemic-related

restrictions

reduced

remote

work

and

learning.

Supply

chain

difficulties,

exacerbated

by

the

Russian

invasion

of

Ukraine

and

additional

pandemic-related

restrictions

in

China,

led

to

decreased

sales

of

the

processors

used

in

laptops

and

desktops.

Reduced

demand

for

smartphones,

especially

in

China,

also

weighed

on

revenues.

The

consumer

discretionary

sector

also

detracted

significantly

from

the

Index’s

return.

In

the

automobile

manufacturers

industry,

despite

strong

demand,

the

ongoing

shortage

of

semiconductors

led

to

factory

closures,

driving

a

decrease

in

production

and

sales.

Ongoing

supply

chain

disruptions

led

to

parts

shortages

and

shipping

delays,

further

decreasing

inventories.

Rising

interest

rates

and

the

Fed’s

tighter

monetary

policy

increased

the

cost

of

automobile

loans.

Similarly,

in

the

homebuilding

industry,

rising

mortgage

rates

and

construction

costs

led

to

declining

home

sales.

On

the

upside,

the

healthcare

and

energy

sectors

contributed

to

the

Index’s

return.

The

healthcare

services

industry

benefited

from

increased

in-store

retail

traffic

as

pandemic-related

restrictions

eased.

Insurance

companies

were

supported

by

declining

expenditures

related

to

the

easing

of

the

coronavirus

pandemic

and

increasing

enrollment

in

healthcare

plans.

Revenues

in

the

managed

healthcare

industry

grew,

similarly

benefiting

from

increased

plan

enrollment.

The

pharmaceuticals

industry

showed

strength

due

to

the

introduction

of

new

treatments

for

COVID-19.

In

the

energy

industry,

as

pandemic-related

travel

restrictions

eased,

demand

for

oil

increased.

Additionally,

the

global

supply

of

oil

diminished

amid

sanctions

imposed

following

the

Russian

invasion

of

Ukraine,

bolstering

prices

and

profits.

In

terms

of

relative

performance,

the

Index

marginally

outperformed

the

broader

market,

as

represented

by

the

MSCI

USA

Index.

During

the

reporting

period,

the

Fed

increased

interest

rates

to

counter

rising

inflation.

Value

stocks,

which

have

lower

interest

rate

sensitivity

and

shorter

dated

cash

flows,

outperformed

the

broader

market

amid

these

inflationary

tailwinds.

An

underweight

position

to

the

interactive

media

and

services

industry

contributed

to

relative

performance.

Conversely,

an

underweight

allocation

to

the

technology

hardware,

storage,

and

peripherals

industry

detracted

from

relative

performance.

Portfolio

Information

SECTOR

ALLOCATION

Sector

Percent

of

Total

Investments

(a)

Information

Technology

............................

26.7‌

%

Health

Care

...................................

14.7‌

Consumer

Discretionary

...........................

11.6‌

Financials

.....................................

11.0‌

Industrials

.....................................

8.4‌

Communication

Services

...........................

8.2‌

Consumer

Staples

...............................

6.2‌

Energy

.......................................

4.4‌

Real

Estate

....................................

3.1‌

Utilities

.......................................

3.1‌

Materials

.....................................

2.6‌

a

a

(a)

Excludes

money

market

funds.

TEN

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

AT&T,

Inc.

.....................................

5.1‌

%

Intel

Corp.

....................................

4.7‌

Pfizer,

Inc.

....................................

3.2‌

Cisco

Systems,

Inc.

..............................

3.2‌

Ford

Motor

Co.

.................................

3.0‌

Micron

Technology,

Inc.

............................

2.9‌

General

Motors

Co.

..............................

2.8‌

International

Business

Machines

Corp.

.................

2.6‌

Citigroup,

Inc.

..................................

2.1‌

AbbVie,

Inc.

...................................

2.1‌

aaa

aa

About

Fund

Performance

13

About

Fund

Performance/Disclosure

of

Expenses

Past

performance

is

not

an

indication

of

future

results.

Financial

markets

have

experienced

extreme

volatility

and

trading

in

many

instruments

has

been

disrupted.

These

circumstances

may

continue

for

an

extended

period

of

time

and

may

continue

to

affect

adversely

the

value

and

liquidity

of each

Fund's

investments.

As

a

result,

current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Performance

data

current

to

the

most

recent

month-end

is

available

at

iShares.com

.

Performance

results

assume

reinvestment

of

all

dividends

and

capital

gain

distributions

and

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

The

investment

return

and

principal

value

of

shares

will

vary

with

changes

in

market

conditions.

Shares

may

be

worth

more

or

less

than

their

original

cost

when

they

are

redeemed

or

sold

in

the

market.

Performance

for

certain

funds

may

reflect

a

waiver

of

a

portion

of

investment

advisory

fees.

Without

such

a

waiver,

performance

would

have

been

lower.

Net

asset

value

or

“NAV”

is

the

value

of

one

share

of

a

fund

as

calculated

in

accordance

with

the

standard

formula

for

valuing

mutual

fund

shares.

Beginning

August

10,

2020,

the

price

used

to

calculate

market

return

(“Market

Price”)

is

the

closing

price.

Prior

to

August

10,

2020,

Market

Price

was

determined

using

the

midpoint

between

the

highest

bid

and

the

lowest

ask

on

the

primary

stock

exchange

on

which

shares

of

a

fund

are

listed

for

trading,

as

of

the

time

that

such

fund’s

NAV

is

calculated.

Since

shares

of

a

fund

may

not

trade

in

the

secondary

market

until

after

the

fund’s

inception,

for

the

period

from

inception

to

the

first

day

of

secondary

market

trading

in

shares

of

the

fund,

the

NAV

of

the

fund

is

used

as

a

proxy

for

the

Market

Price

to

calculate

market

returns.

Market

and

NAV

returns

assume

that

dividends

and

capital

gain

distributions

have

been

reinvested

at

Market

Price

and

NAV,

respectively.

An

index

is

a

statistical

composite

that

tracks

a

specified

financial

market

or

sector.

Unlike

a

fund,

an

index

does

not

actually

hold

a

portfolio

of

securities

and

therefore

does

not

incur

the

expenses

incurred

by

a

fund.

These

expenses

negatively

impact

fund

performance.

Also,

market

returns

do

not

include

brokerage

commissions

that

may

be

payable

on

secondary

market

transactions.

If

brokerage

commissions

were

included,

market

returns

would

be

lower.

Disclosure

of

Expenses

Shareholders

of

each

Fund

may

incur

the

following

charges:

(1)

transactional

expenses,

including

brokerage

commissions

on

purchases

and

sales

of

fund

shares

and

(2)

ongoing

expenses,

including

management

fees

and

other

fund

expenses.

The

expense

examples

shown

(which

are

based

on

a

hypothetical

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

through

the

end

of

the

period)

are

intended

to

assist

shareholders

both

in

calculating

expenses

based

on

an

investment

in

each

Fund

and

in

comparing

these

expenses

with

similar

costs

of

investing

in

other

funds.

The

expense

examples

provide

information

about

actual

account

values

and

actual

expenses.

Annualized

expense

ratios

reflect

contractual

and

voluntary

fee

waivers,

if

any.

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

under

the

heading

entitled

“Expenses

Paid

During

the Period.”

The

expense

examples

also

provide

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

a

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

Funds

and

other

funds,

compare

the

5%

hypothetical

examples

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

The

expenses

shown

in

the

expense

examples

are

intended

to

highlight

shareholders’

ongoing

costs

only

and

do

not

reflect

any

transactional

expenses,

such

as

brokerage

commissions

and

other

fees

paid

on

purchases

and

sales

of

fund

shares.

Therefore,

the

hypothetical

examples

are

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.

Schedule

of

Investments

July

31,

2022

iShares

®

MSCI

USA

Momentum

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

14

2022

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Common

Stocks

Aerospace

&

Defense

 — 

2

.6

%

General

Dynamics

Corp.

.....................

252,566

$

57,249,135

Lockheed

Martin

Corp.

......................

282,308

116,821,874

Northrop

Grumman

Corp.

....................

181,628

86,981,649

261,052,658

a

Beverages

 — 

5

.2

%

Coca-Cola

Co.

(The)

.......................

4,310,333

276,594,069

Molson

Coors

Beverage

Co.

,

Class

B

............

146,222

8,736,765

PepsiCo,

Inc.

............................

1,330,264

232,742,989

518,073,823

a

Biotechnology

 — 

5

.2

%

AbbVie,

Inc.

.............................

2,461,169

353,202,363

Regeneron

Pharmaceuticals,

Inc.

(a)

..............

107,561

62,567,158

Vertex

Pharmaceuticals,

Inc.

(a)

(b)

................

389,453

109,206,516

524,976,037

a

Capital

Markets

 — 

0

.4

%

FactSet

Research

Systems,

Inc.

(b)

..............

25,134

10,799,577

LPL

Financial

Holdings,

Inc.

(b)

.................

67,642

14,199,409

Raymond

James

Financial,

Inc.

(b)

...............

126,490

12,455,470

37,454,456

a

Chemicals

 — 

1

.3

%

CF

Industries

Holdings,

Inc.

...................

368,737

35,210,696

Corteva,

Inc.

.............................

767,643

44,177,855

FMC

Corp.

..............................

146,293

16,253,152

Mosaic

Co.

(The)

..........................

521,177

27,445,181

Westlake

Corp.

(b)

..........................

41,710

4,060,051

127,146,935

a

Commercial

Services

&

Supplies

 — 

1

.2

%

Republic

Services,

Inc.

......................

207,162

28,725,083

Waste

Connections,

Inc.

.....................

208,087

27,752,563

Waste

Management,

Inc.

(b)

...................

368,107

60,575,688

117,053,334

a

Communications

Equipment

 — 

0

.4

%

Arista

Networks,

Inc.

(a)

(b)

.....................

264,386

30,835,339

Juniper

Networks,

Inc.

......................

304,329

8,530,342

39,365,681

a

Containers

&

Packaging

 — 

0

.2

%

Packaging

Corp.

of

America

..................

85,573

12,032,419

Sealed

Air

Corp.

..........................

141,931

8,674,823

20,707,242

a

Diversified

Financial

Services

 — 

4

.0

%

Berkshire

Hathaway,

Inc.

,

Class

B

(a)

.............

1,348,063

405,227,738

a

Electric

Utilities

 — 

2

.4

%

American

Electric

Power

Co.,

Inc.

...............

469,226

46,246,915

Edison

International

........................

320,134

21,695,481

Entergy

Corp.

............................

168,563

19,406,658

Exelon

Corp.

.............................

1,380,781

64,192,509

FirstEnergy

Corp.

.........................

463,972

19,069,249

Southern

Co.

(The)

........................

974,673

74,942,607

245,553,419

a

Energy

Equipment

&

Services

 — 

1

.1

%

Baker

Hughes

Co.

.........................

1,069,017

27,463,047

Halliburton

Co.

...........................

1,149,719

33,686,767

Schlumberger

NV

.........................

1,433,110

53,068,063

114,217,877

a

Security

Shares

Value

a

Entertainment

 — 

0

.1

%

Liberty

Media

Corp.-Liberty

Formula

One

,

Class

C

,

NVS

(a)

................................

194,796

$

13,201,325

a

Equity

Real

Estate

Investment

Trusts

(REITs)

 — 

2

.7

%

Camden

Property

Trust

......................

80,619

11,375,341

Extra

Space

Storage,

Inc.

(b)

...................

109,944

20,836,587

Host

Hotels

&

Resorts,

Inc.

...................

599,805

10,682,527

Iron

Mountain,

Inc.

.........................

317,568

15,398,873

Mid-America

Apartment

Communities,

Inc.

(b)

........

88,078

16,358,727

Prologis,

Inc.

.............................

801,154

106,200,974

Public

Storage

............................

183,537

59,908,312

Welltower,

Inc.

............................

358,777

30,976,806

271,738,147

a

Food

&

Staples

Retailing

 — 

3

.8

%

Costco

Wholesale

Corp.

.....................

604,303

327,109,214

Kroger

Co.

(The)

..........................

1,091,610

50,694,368

377,803,582

a

Food

Products

 — 

3

.3

%

Archer-Daniels-Midland

Co.

...................

932,106

77,150,414

Bunge

Ltd.

..............................

168,698

15,575,886

Campbell

Soup

Co.

........................

173,533

8,563,854

General

Mills,

Inc.

.........................

669,862

50,098,979

Hershey

Co.

(The)

.........................

234,319

53,415,359

Hormel

Foods

Corp.

(b)

.......................

382,620

18,878,471

JM

Smucker

Co.

(The)

......................

90,784

12,012,539

Kellogg

Co.

..............................

234,434

17,329,361

Kraft

Heinz

Co.

(The)

.......................

621,335

22,883,768

McCormick

&

Co.,

Inc.

,

NVS

..................

293,811

25,664,391

Tyson

Foods,

Inc.

,

Class

A

...................

291,406

25,646,642

327,219,664

a

Gas

Utilities

 — 

0

.2

%

Atmos

Energy

Corp.

........................

140,791

17,090,619

a

Health

Care

Providers

&

Services

 — 

9

.0

%

AmerisourceBergen

Corp.

....................

195,341

28,506,112

Centene

Corp.

(a)

(b)

.........................

550,327

51,163,901

CVS

Health

Corp.

.........................

1,257,861

120,352,141

Elevance

Health,

Inc.

.......................

244,761

116,775,473

McKesson

Corp.

..........................

266,458

91,016,724

UnitedHealth

Group,

Inc.

.....................

912,198

494,721,463

902,535,814

a

Hotels,

Restaurants

&

Leisure

 — 

0

.3

%

Hilton

Worldwide

Holdings,

Inc.

................

230,681

29,543,316

a

Household

Products

 — 

4

.1

%

Church

&

Dwight

Co.,

Inc.

....................

236,361

20,792,677

Procter

&

Gamble

Co.

(The)

(b)

.................

2,789,233

387,452,356

408,245,033

a

Independent

Power

and

Renewable

Electricity

Producers

 — 

0

.1

%

Vistra

Corp.

.............................

566,855

14,653,202

a

Insurance

 — 

2

.6

%

Alleghany

Corp.

(a)

(b)

........................

14,579

12,209,621

Arthur

J

Gallagher

&

Co.

(b)

....................

161,761

28,953,601

Assurant,

Inc.

............................

42,715

7,508,443

Chubb

Ltd.

(b)

.............................

358,921

67,706,858

Loews

Corp.

.............................

181,940

10,598,005

Marsh

&

McLennan

Companies,

Inc.

.............

379,866

62,282,829

Progressive

Corp.

(The)

.....................

489,702

56,345,112

iShares

®

MSCI

USA

Momentum

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2022

(Percentages

shown

are

based

on

Net

Assets)

15

Schedule

of

Investments

Security

Shares

Value

a

Insurance

(continued)

W

R

Berkley

Corp.

.........................

243,310

$

15,214,174

260,818,643

a

IT

Services

 — 

0

.7

%

Gartner,

Inc.

(a)

(b)

...........................

69,704

18,505,018

Jack

Henry

&

Associates,

Inc.

(b)

................

69,865

14,515,851

Paychex,

Inc.

............................

306,050

39,260,094

72,280,963

a

Metals

&

Mining

 — 

1

.4

%

Alcoa

Corp.

..............................

231,561

11,784,139

Cleveland-Cliffs,

Inc.

(a)

(b)

.....................

422,595

7,484,157

Newmont

Corp.

...........................

878,466

39,776,941

Nucor

Corp.

(b)

............................

453,646

61,605,127

Steel

Dynamics,

Inc.

(b)

......................

249,706

19,447,103

140,097,467

a

Multiline

Retail

 — 

1

.0

%

Dollar

General

Corp.

.......................

187,804

46,656,148

Dollar

Tree,

Inc.

(a)

..........................

343,504

56,801,821

103,457,969

a

Multi-Utilities

 — 

1

.9

%

Ameren

Corp.

............................

216,607

20,170,444

CenterPoint

Energy,

Inc.

.....................

584,115

18,510,604

CMS

Energy

Corp.

.........................

243,851

16,759,879

Consolidated

Edison,

Inc.

....................

431,148

42,800,062

DTE

Energy

Co.

..........................

171,001

22,281,430

NiSource,

Inc.

............................

385,105

11,707,192

Sempra

Energy

...........................

333,801

55,344,206

187,573,817

a

Oil,

Gas

&

Consumable

Fuels

 — 

18

.5

%

APA

Corp.

..............................

456,513

16,968,588

Cheniere

Energy,

Inc.

.......................

373,425

55,856,912

Chevron

Corp.

............................

2,826,916

462,992,302

ConocoPhillips

...........................

1,916,560

186,730,441

Coterra

Energy,

Inc.

........................

1,182,067

36,159,430

Devon

Energy

Corp.

........................

1,013,617

63,705,828

Diamondback

Energy,

Inc.

....................

158,507

20,292,066

EOG

Resources,

Inc.

.......................

678,995

75,517,824

EQT

Corp.

..............................

570,072

25,100,270

Exxon

Mobil

Corp.

.........................

5,339,512

517,558,898

Hess

Corp.

..............................

286,077

32,175,080

Marathon

Oil

Corp.

.........................

1,168,306

28,973,989

Marathon

Petroleum

Corp.

...................

661,993

60,678,278

Occidental

Petroleum

Corp.

(b)

..................

1,335,110

87,783,483

Pioneer

Natural

Resources

Co.

................

266,403

63,124,191

Targa

Resources

Corp.

......................

292,138

20,189,657

Valero

Energy

Corp.

........................

507,097

56,171,135

Williams

Companies,

Inc.

(The)

................

1,441,464

49,139,508

1,859,117,880

a

Pharmaceuticals

 — 

15

.3

%

Bristol-Myers

Squibb

Co.

.....................

2,888,673

213,126,294

Eli

Lilly

&

Co.

............................

1,138,314

375,290,743

Johnson

&

Johnson

........................

2,504,558

437,095,462

Merck

&

Co.,

Inc.

..........................

2,356,978

210,572,415

Pfizer,

Inc.

..............................

6,021,624

304,152,228

1,540,237,142

a

Semiconductors

&

Semiconductor

Equipment

 — 

2

.1

%

Broadcom,

Inc.

...........................

343,598

183,989,857

ON

Semiconductor

Corp.

(a)

(b)

..................

367,650

24,551,667

208,541,524

a

Security

Shares

Value

a

Software

 — 

0

.9

%

Fortinet,

Inc.

(a)

(b)

...........................

526,041

$

31,378,346

Palo

Alto

Networks,

Inc.

(a)

(b)

...................

117,341

58,564,893

89,943,239

a

Specialty

Retail

 — 

0

.5

%

AutoZone,

Inc.

(a)

..........................

21,078

45,051,906

a

Technology

Hardware,

Storage

&

Peripherals

 — 

6

.0

%

Apple,

Inc.

..............................

3,543,074

575,784,956

HP,

Inc.

................................

878,112

29,320,159

605,105,115

a

Tobacco

 — 

0

.9

%

Altria

Group,

Inc.

..........................

2,095,876

91,925,121

a

Trading

Companies

&

Distributors

 — 

0

.2

%

WW

Grainger,

Inc.

.........................

38,571

20,964,496

a

Total

Long-Term

Investments — 99.6%

(Cost:

$

9,946,959,558

)

...............................

9,997,975,184

a

Short-Term

Securities

Money

Market

Funds

 — 

1

.2

%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

,

1.96

%

(c)

(d)

(e)

............................

96,853,224

96,853,224

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

,

1.84

%

(c)

(d)

.............................

26,127,531

26,127,531

a

Total

Short-Term

Securities — 1.2%

(Cost:

$

122,966,558

)

................................

122,980,755

Total

Investments

—

100.8%

(Cost:

$

10,069,926,116

)

..............................

10,120,955,939

Liabilities

in

Excess

of

Other

Assets

—

(

0

.8

)

%

...............

(

79,101,056

)

Net

Assets

—

100.0%

.................................

$

10,041,854,883

(a)

Non-income

producing

security.

(b)

All

or

a

portion

of

this

security

is

on

loan.

(c)

Affiliate

of

the

Fund.

(d)

Annualized

7-day

yield

as

of

period

end.

(e)

All

or

a

portion

of

this

security

was

purchased

with

the

cash

collateral

from

loaned

securities.

Schedule

of

Investments

(continued)

July

31,

2022

iShares

®

MSCI

USA

Momentum

Factor

ETF

16

2022

iShares

Annual

Report

to

Shareholders

Derivative

Financial

Instruments

Outstanding

as

of

Period

End

Derivative

Financial

Instruments

Categorized

by

Risk

Exposure 

As

of

period

end,

the

fair

values

of

derivative

financial

instruments

located

in

the

Statements

of

Assets

and

Liabilities

were

as

follows: 

For

the period

ended

July

31,

2022,

the

effect

of

derivative

financial

instruments

in

the

Statements

of

Operations

was

as

follows:

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the

year

ended

July

31,

2022

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/21

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/22

  Shares

Held

at

07/31/22

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

116,460,162

$

—

$

(

19,524,933

)

(a)

$

(

49,468

)

$

(

32,537

)

$

96,853,224

96,853,224

$

350,200

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

......

23,140,000

2,987,531

(a)

—

—

—

26,127,531

26,127,531

57,064

—

BlackRock,

Inc.

(c)

.

177,471,544

73,615,701

(

217,274,134

)

5,664,399

(

39,477,510

)

—

—

2,500,355

—

$

5,614,931

$

(

39,510,047

)

$

122,980,755

$

2,907,619

$

—

(a)

Represents

net

amount

purchased

(sold).

(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.

(c)

As

of

period

end,

the

entity

is

no

longer

held.

Futures

Contracts

Description

Number

of

Contracts

Expiration

Date

Notional

Amount

(000)

Value/

Unrealized

Appreciation

(Depreciation)

Long

Contracts

S&P

500

E-Mini

Index

...................................................................

209

09/16/22

$

43,195

$

2,533,628

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Assets

—

Derivative

Financial

Instruments

Futures

contracts

Unrealized

appreciation

on

futures

contracts

(a)

.............

$

—

$

—

$

2,533,628

$

—

$

—

$

—

$

2,533,628

(a)

Net

cumulative

unrealized

appreciation

(depreciation)

on

futures

contracts

are

reported

in

the

Schedule

of

Investments.

In

the

Statements

of

Assets

and

Liabilities,

only

current

day's

variation

margin

is

reported

in

receivables

or

payables

and

the

net

cumulative

unrealized

appreciation

(depreciation)

is

included

in

accumulated

earnings

(loss).

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Net

Realized

Gain

(Loss)

from

Futures

contracts

..................................

$

—

$

—

$

2,420,804

$

—

$

—

$

—

$

2,420,804

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

contracts

..................................

$

—

$

—

$

1,521,125

$

—

$

—

$

—

$

1,521,125

iShares

®

MSCI

USA

Momentum

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2022

17

Schedule

of

Investments

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

Fair

Value

Hierarchy

as

of

Period

End 

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

For

a

description

of

the

input

levels

and

information

about

the

Fund's

policy

regarding

valuation

of

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

The

following

table

summarizes

the

Fund’s

financial

instruments

categorized

in

the

fair

value

hierarchy.

The

breakdown

of

the

Fund’s

financial

instruments

into

major

categories

is

disclosed

in

the

Schedule

of

Investments

above.

See

notes

to

financial

statements.

Futures

contracts

Average

notional

value

of

contracts

—

long

...................................................................................

$

32,763,385

a

For

more

information

about

the

Fund’s

investment

risks

regarding

derivative

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Common

Stocks

.............................................

$

9,997,975,184

$

—

$

—

$

9,997,975,184

Short-Term

Securities

Money

Market

Funds

..........................................

122,980,755

—

—

122,980,755

$

10,120,955,939

$

—

$

—

$

10,120,955,939

Derivative

Financial

Instruments

(a)

Assets

Equity

Contracts

...............................................

$

2,533,628

$

—

$

—

$

2,533,628

a

(a)

Derivative

financial

instruments

are

futures

contracts.

Futures

contracts

are

valued

at

the

unrealized

appreciation

(depreciation)

on

the

instrument.

Schedule

of

Investments

July

31,

2022

iShares

®

MSCI

USA

Quality

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

18

2022

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Common

Stocks

Aerospace

&

Defense

 — 1.5%

Lockheed

Martin

Corp.

......................

725,521

$

300,227,845

a

Air

Freight

&

Logistics

 — 2.1%

CH

Robinson

Worldwide,

Inc.

.................

276,978

30,661,465

Expeditors

International

of

Washington,

Inc.

........

481,602

51,170,212

United

Parcel

Service,

Inc.,

Class

B

.............

1,782,575

347,406,042

429,237,719

a

Beverages

 — 2.8%

Brown-Forman

Corp.,

Class

B,

NVS

.............

485,375

36,024,532

Coca-Cola

Co.

(The)

.......................

7,127,809

457,391,504

Monster

Beverage

Corp.

(a)

....................

821,678

81,855,562

575,271,598

a

Biotechnology

 — 1.1%

Regeneron

Pharmaceuticals,

Inc.

(a)

..............

218,760

127,250,504

Vertex

Pharmaceuticals,

Inc.

(a)

.................

357,212

100,165,817

227,416,321

a

Building

Products

 — 0.2%

A

O

Smith

Corp.

..........................

315,212

19,943,463

Allegion

PLC

.............................

240,022

25,370,326

45,313,789

a

Capital

Markets

 — 10.6%

Ameriprise

Financial,

Inc.

....................

612,091

165,215,603

Blackstone,

Inc.,

NVS

.......................

3,839,696

391,917,771

Coinbase

Global,

Inc.,

Class

A

(a)(b)

...............

1,102,846

69,435,184

FactSet

Research

Systems,

Inc.

................

191,971

82,486,099

MarketAxess

Holdings,

Inc.

...................

190,033

51,457,136

Moody's

Corp.

(b)

...........................

961,239

298,224,400

S&P

Global,

Inc.

(b)

.........................

2,342,695

883,032,026

SEI

Investments

Co.

........................

630,310

34,893,961

T

Rowe

Price

Group,

Inc.

....................

1,344,576

166,014,799

2,142,676,979

a

Chemicals

 — 0.9%

Celanese

Corp.

(b)

..........................

594,699

69,883,080

LyondellBasell

Industries

NV,

Class

A

............

1,331,220

118,638,326

188,521,406

a

Commercial

Services

&

Supplies

 — 0.9%

Cintas

Corp.

.............................

213,107

90,674,898

Copart,

Inc.

(a)(b)

...........................

503,561

64,506,164

Rollins,

Inc.

..............................

512,351

19,761,378

174,942,440

a

Communications

Equipment

 — 1.3%

Arista

Networks,

Inc.

(a)

......................

284,080

33,132,250

Cisco

Systems,

Inc.

........................

5,260,932

238,688,485

271,820,735

a

Distributors

 — 0.4%

Pool

Corp.

(b)

.............................

242,045

86,579,496

a

Electric

Utilities

 — 1.2%

NRG

Energy,

Inc.

..........................

6,529,994

246,507,273

a

Electrical

Equipment

 — 0.2%

Generac

Holdings,

Inc.

(a)(b)

....................

131,142

35,185,399

a

Energy

Equipment

&

Services

 — 1.0%

Schlumberger

NV

.........................

5,217,704

193,211,579

a

Security

Shares

Value

a

Entertainment

 — 1.5%

Activision

Blizzard,

Inc.

......................

1,060,869

$

84,816,477

Electronic

Arts,

Inc.

(b)

.......................

350,196

45,956,221

Netflix,

Inc.

(a)

.............................

613,477

137,970,977

Take-Two

Interactive

Software,

Inc.

(a)

.............

226,793

30,102,235

298,845,910

a

Equity

Real

Estate

Investment

Trusts

(REITs)

 — 2.8%

AvalonBay

Communities,

Inc.

.................

174,281

37,285,677

Duke

Realty

Corp.

.........................

545,720

34,140,243

Equity

Residential

.........................

525,430

41,188,458

Essex

Property

Trust,

Inc.

(b)

...................

75,746

21,703,501

Kimco

Realty

Corp.

(b)

.......................

747,406

16,525,147

Mid-America

Apartment

Communities,

Inc.

.........

128,352

23,838,817

Prologis,

Inc.

(b)

............................

1,020,660

135,298,690

Public

Storage

(b)

..........................

304,352

99,343,536

Realty

Income

Corp.

........................

726,893

53,782,813

VICI

Properties,

Inc.

(b)

.......................

1,486,806

50,833,897

Weyerhaeuser

Co.

.........................

1,279,206

46,460,762

560,401,541

a

Food

&

Staples

Retailing

 — 2.2%

Costco

Wholesale

Corp.

.....................

839,088

454,198,334

a

Food

Products

 — 0.7%

Hershey

Co.

(The)

.........................

471,021

107,373,947

Tyson

Foods,

Inc.,

Class

A

...................

504,699

44,418,559

151,792,506

a

Gas

Utilities

 — 1.5%

Atmos

Energy

Corp.

........................

2,432,010

295,221,694

a

Health

Care

Equipment

&

Supplies

 — 1.1%

ABIOMED,

Inc.

(a)

..........................

58,355

17,098,598

Edwards

Lifesciences

Corp.

(a)(b)

................

998,457

100,384,867

Hologic,

Inc.

(a)

............................

342,575

24,453,003

IDEXX

Laboratories,

Inc.

(a)

....................

218,470

87,208,855

229,145,323

a

Health

Care

Providers

&

Services

 — 0.3%

Cardinal

Health,

Inc.

........................

392,095

23,353,178

Henry

Schein,

Inc.

(a)(b)

.......................

176,566

13,918,698

Quest

Diagnostics,

Inc.

......................

169,909

23,204,472

60,476,348

a

Health

Care

Technology

 — 0.2%

Veeva

Systems,

Inc.,

Class

A

(a)

................

189,999

42,479,976

a

Household

Durables

 — 1.7%

DR

Horton,

Inc.

...........................

1,720,315

134,236,180

Garmin

Ltd.

..............................

751,777

73,388,471

NVR,

Inc.

(a)

..............................

18,041

79,255,917

PulteGroup,

Inc.

..........................

1,278,931

55,786,970

342,667,538

a

Household

Products

 — 0.2%

Church

&

Dwight

Co.,

Inc.

....................

415,985

36,594,200

a

Industrial

Conglomerates

 — 0.9%

3M

Co.

.................................

1,245,544

178,411,723

a

Insurance

 — 0.4%

Erie

Indemnity

Co.,

Class

A,

NVS

(b)

..............

121,740

24,757,047

Fidelity

National

Financial,

Inc.

.................

1,238,765

49,501,049

74,258,096

a

iShares

®

MSCI

USA

Quality

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2022

(Percentages

shown

are

based

on

Net

Assets)

19

Schedule

of

Investments

Security

Shares

Value

a

Interactive

Media

&

Services

 — 6.5%

Alphabet,

Inc.,

Class

A

(a)

.....................

3,253,400

$

378,435,488

Alphabet,

Inc.,

Class

C,

NVS

(a)(b)

................

3,073,712

358,517,768

Meta

Platforms,

Inc.,

Class

A

(a)

.................

3,656,365

581,727,671

1,318,680,927

a

Internet

&

Direct

Marketing

Retail

 — 0.3%

Etsy,

Inc.

(a)(b)

.............................

550,833

57,132,399

a

IT

Services

 — 7.3%

Accenture

PLC,

Class

A

(b)

....................

843,497

258,329,391

Automatic

Data

Processing,

Inc.

................

671,544

161,922,689

Jack

Henry

&

Associates,

Inc.

(b)

................

92,450

19,208,337

Mastercard,

Inc.,

Class

A

(b)

...................

1,431,620

506,492,840

Paychex,

Inc.

............................

479,098

61,458,692

Visa,

Inc.,

Class

A

(b)

........................

2,210,921

468,958,453

1,476,370,402

a

Life

Sciences

Tools

&

Services

 — 0.5%

Agilent

Technologies,

Inc.

(b)

...................

415,126

55,668,397

West

Pharmaceutical

Services,

Inc.

.............

123,467

42,418,322

98,086,719

a

Machinery

 — 1.0%

Illinois

Tool

Works,

Inc.

(b)

.....................

942,416

195,796,348

a

Media

 — 0.3%

Fox

Corp.,

Class

A,

NVS

.....................

366,211

12,125,247

Fox

Corp.,

Class

B

.........................

171,878

5,311,030

Interpublic

Group

of

Companies,

Inc.

(The)

........

512,744

15,315,663

Omnicom

Group,

Inc.

.......................

280,761

19,608,348

52,360,288

a

Metals

&

Mining

 — 1.6%

Cleveland-Cliffs,

Inc.

(a)(b)

.....................

4,665,769

82,630,769

Nucor

Corp.

(b)

............................

1,236,544

167,922,675

Steel

Dynamics,

Inc.

(b)

......................

875,466

68,181,292

318,734,736

a

Multiline

Retail

 — 2.1%

Target

Corp.

.............................

2,664,707

435,359,830

a

Oil,

Gas

&

Consumable

Fuels

 — 3.2%

Coterra

Energy,

Inc.

........................

3,708,596

113,445,952

Devon

Energy

Corp.

........................

2,635,156

165,619,554

Kinder

Morgan,

Inc.

........................

8,810,411

158,499,294

Marathon

Petroleum

Corp.

...................

2,321,930

212,828,104

650,392,904

a

Personal

Products

 — 0.9%

Estee

Lauder

Companies,

Inc.

(The),

Class

A

(b)

......

675,228

184,404,767

a

Pharmaceuticals

 — 11.1%

Eli

Lilly

&

Co.

............................

1,826,489

602,175,158

Johnson

&

Johnson

........................

4,278,983

746,768,113

Merck

&

Co.,

Inc.

..........................

3,871,347

345,866,141

Pfizer,

Inc.

..............................

8,152,109

411,763,026

Zoetis,

Inc.

..............................

745,143

136,025,855

2,242,598,293

a

Professional

Services

 — 0.1%

Robert

Half

International,

Inc.

..................

295,276

23,368,143

a

Real

Estate

Management

&

Development

 — 0.3%

CBRE

Group,

Inc.,

Class

A

(a)

..................

673,200

57,639,384

a

Security

Shares

Value

a

Road

&

Rail

 — 0.3%

Old

Dominion

Freight

Line,

Inc.

................

231,872

$

70,375,471

a

Semiconductors

&

Semiconductor

Equipment

 — 9.5%

Advanced

Micro

Devices,

Inc.

(a)

................

1,945,614

183,802,155

Applied

Materials,

Inc.

......................

1,413,783

149,832,722

Intel

Corp.

..............................

4,574,100

166,085,571

KLA

Corp.

...............................

271,842

104,262,281

Lam

Research

Corp.

.......................

245,078

122,663,990

Monolithic

Power

Systems,

Inc.

................

50,545

23,489,272

NVIDIA

Corp.

............................

3,216,823

584,271,562

QUALCOMM,

Inc.

.........................

1,879,900

272,698,294

Skyworks

Solutions,

Inc.

.....................

184,164

20,051,776

Teradyne,

Inc.

(b)

...........................

235,387

23,748,194

Texas

Instruments,

Inc.

......................

1,505,463

269,312,276

1,920,218,093

a

Software

 — 6.1%

Adobe,

Inc.

(a)

.............................

621,635

254,944,946

Cadence

Design

Systems,

Inc.

(a)

...............

342,303

63,695,742

Fortinet,

Inc.

(a)

............................

1,013,800

60,473,170

Intuit,

Inc.

(b)

..............................

279,124

127,327,995

Microsoft

Corp.

...........................

2,508,644

704,276,717

Paycom

Software,

Inc.

(a)

.....................

57,633

19,047,130

1,229,765,700

a

Specialty

Retail

 — 1.7%

Best

Buy

Co.,

Inc.

.........................

1,473,727

113,462,242

Tractor

Supply

Co.

.........................

553,354

105,956,224

Ulta

Beauty,

Inc.

(a)(b)

........................

302,119

117,497,100

336,915,566

a

Technology

Hardware,

Storage

&

Peripherals

 — 3.7%

Apple,

Inc.

..............................

4,623,543

751,371,973

a

Textiles,

Apparel

&

Luxury

Goods

 — 4.7%

Lululemon

Athletica,

Inc.

(a)

....................

685,192

212,758,968

Nike,

Inc.,

Class

B

(b)

........................

6,394,317

734,834,910

947,593,878

a

Trading

Companies

&

Distributors

 — 0.7%

Fastenal

Co.

.............................

1,467,261

75,358,525

WW

Grainger,

Inc.

.........................

121,787

66,194,888

141,553,413

a

Total

Long-Term

Investments — 99.6%

(Cost:

$19,488,438,498)

..............................

20,150,125,002

a

Short-Term

Securities

Money

Market

Funds

 — 

1.4%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares,

1.96%

(c)(d)(e)

............................

234,874,715

234,874,715

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

1.84%

(c)(d)

.............................

60,070,750

60,070,750

a

Total

Short-Term

Securities — 1.4%

(Cost:

$294,890,315)

................................

294,945,465

Total

Investments

—

101.0%

(Cost:

$19,783,328,813)

..............................

20,445,070,467

Liabilities

in

Excess

of

Other

Assets

—

(1.0)%

...............

(207,954,255)

Net

Assets

—

100.0%

.................................

$

20,237,116,212

Schedule

of

Investments

(continued)

July

31,

2022

iShares

®

MSCI

USA

Quality

Factor

ETF

20

2022

iShares

Annual

Report

to

Shareholders

Derivative

Financial

Instruments

Outstanding

as

of

Period

End

Derivative

Financial

Instruments

Categorized

by

Risk

Exposure 

As

of

period

end,

the

fair

values

of

derivative

financial

instruments

located

in

the

Statements

of

Assets

and

Liabilities

were

as

follows: 

(a)

Non-income

producing

security.

(b)

All

or

a

portion

of

this

se

curity

is

on

loan.

(c)

Affiliate

of

the

Fund.

(d)

Annualized

7-day

yield

as

of

period

end.

(e)

All

or

a

portion

of

this

security

was

purchased

with

the

cash

collateral

from

loaned

securities.

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the

year

ended

July

31,

2022

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/21

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/22

  Shares

Held

at

07/31/22

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

14,398,626

$

220,531,115

(a)

$

—

$

(108,210

)

$

53,184

$

234,874,715

234,874,715

$

465,233

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

52,210,000

7,860,750

(a)

—

—

—

60,070,750

60,070,750

111,131

—

BlackRock,

Inc.

(c)

..

687,148,110

204,205,061

(766,059,829

)

91,267,063

(216,560,405

)

—

—

9,241,025

—

$

91,158,853

$

(216,507,221

)

$

294,945,465

$

9,817,389

$

—

(a)

Represents

net

amount

purchased

(sold).

(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.

(c)

As

of

period

end,

the

entity

is

no

longer

held.

Futures

Contracts

Description

Number

of

Contracts

Expiration

Date

Notional

Amount

(000)

Value/

Unrealized

Appreciation

(Depreciation)

Long

Contracts

S&P

500

E-Mini

Index

...................................................................

412

09/16/22

$

85,150

$

3,003,966

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Assets

—

Derivative

Financial

Instruments

Futures

contracts

Unrealized

appreciation

on

futures

contracts

(a)

.............

$

—

$

—

$

3,003,966

$

—

$

—

$

—

$

3,003,966

(a)

Net

cumulative

unrealized

appreciation

(depreciation)

on

futures

contracts

are

reported

in

the

Schedule

of

Investments.

In

the

Statements

of

Assets

and

Liabilities,

only

current

day's

variation

margin

is

reported

in

receivables

or

payables

and

the

net

cumulative

unrealized

appreciation

(depreciation)

is

included

in

accumulated

earnings

(loss).

iShares

®

MSCI

USA

Quality

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2022

21

Schedule

of

Investments

For

the period

ended

July

31,

2022,

the

effect

of

derivative

financial

instruments

in

the

Statements

of

Operations

was

as

follows:

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

Fair

Value

Hierarchy

as

of

Period

End 

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

For

a

description

of

the

input

levels

and

information

about

the

Fund's

policy

regarding

valuation

of

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

The

following

table

summarizes

the

Fund’s

financial

instruments

categorized

in

the

fair

value

hierarchy.

The

breakdown

of

the

Fund’s

financial

instruments

into

major

categories

is

disclosed

in

the

Schedule

of

Investments

above.

See

notes

to

financial

statements.

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Net

Realized

Gain

(Loss)

from

Futures

contracts

..................................

$

—

$

—

$

94,820

$

—

$

—

$

—

$

94,820

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

contracts

..................................

$

—

$

—

$

1,102,336

$

—

$

—

$

—

$

1,102,336

Futures

contracts

Average

notional

value

of

contracts

—

long

...................................................................................

$

62,246,018

a

For

more

information

about

the

Fund’s

investment

risks

regarding

derivative

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Common

Stocks

.............................................

$

20,150,125,002

$

—

$

—

$

20,150,125,002

Short-Term

Securities

Money

Market

Funds

..........................................

294,945,465

—

—

294,945,465

$

20,445,070,467

$

—

$

—

$

20,445,070,467

Derivative

Financial

Instruments

(a)

Assets

Equity

Contracts

...............................................

$

3,003,966

$

—

$

—

$

3,003,966

a

(a)

Derivative

financial

instruments

are

futures

contracts.

Futures

contracts

are

valued

at

the

unrealized

appreciation

(depreciation)

on

the

instrument.

Schedule

of

Investments

July

31,

2022

iShares

®

MSCI

USA

Size

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

22

2022

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Common

Stocks

Aerospace

&

Defense

 — 1.8%

Boeing

Co.

(The)

(a)(b)

........................

4,072

$

648,710

General

Dynamics

Corp.

.....................

2,390

541,741

HEICO

Corp.

............................

1,743

274,889

HEICO

Corp.,

Class

A

.......................

2,936

374,868

Howmet

Aerospace,

Inc.

.....................

16,559

614,836

Huntington

Ingalls

Industries,

Inc.

...............

2,827

613,007

L3Harris

Technologies,

Inc.

...................

2,266

543,772

Lockheed

Martin

Corp.

......................

1,192

493,262

Northrop

Grumman

Corp.

....................

1,155

553,129

Raytheon

Technologies

Corp.

.................

5,595

521,510

Textron,

Inc.

.............................

8,839

580,192

TransDigm

Group,

Inc.

(a)

.....................

993

617,984

6,377,900

a

Air

Freight

&

Logistics

 — 0.7%

CH

Robinson

Worldwide,

Inc.

.................

5,489

607,632

Expeditors

International

of

Washington,

Inc.

........

5,293

562,381

FedEx

Corp.

.............................

2,634

613,959

United

Parcel

Service,

Inc.,

Class

B

.............

3,006

585,840

2,369,812

a

Airlines

 — 0.3%

Delta

Air

Lines,

Inc.

(a)

.......................

13,775

438,045

Southwest

Airlines

Co.

(a)

.....................

12,388

472,231

910,276

a

Auto

Components

 — 0.5%

Aptiv

PLC

(a)

..............................

5,691

596,929

BorgWarner,

Inc.

..........................

14,473

556,632

Lear

Corp.

..............................

4,261

644,007

1,797,568

a

Automobiles

 — 0.8%

Ford

Motor

Co.

...........................

40,865

600,307

General

Motors

Co.

(a)

.......................

14,529

526,822

Lucid

Group,

Inc.

(a)(b)

........................

27,906

509,284

Rivian

Automotive,

Inc.,

Class

A

(a)(b)

..............

18,279

626,970

Tesla,

Inc.

(a)

..............................

667

594,597

2,857,980

a

Banks

 — 2.8%

Bank

of

America

Corp.

......................

14,257

482,029

Citigroup,

Inc.

............................

10,279

533,480

Citizens

Financial

Group,

Inc.

.................

14,519

551,286

Fifth

Third

Bancorp

........................

15,179

517,907

First

Citizens

BancShares,

Inc.,

Class

A

...........

857

648,475

First

Republic

Bank

........................

3,752

610,488

Huntington

Bancshares,

Inc.

..................

41,734

554,645

JPMorgan

Chase

&

Co.

.....................

4,114

474,591

KeyCorp

................................

29,915

547,445

M&T

Bank

Corp.

..........................

3,296

584,875

PNC

Financial

Services

Group,

Inc.

(The)

.........

3,359

557,392

Regions

Financial

Corp.

.....................

27,359

579,464

Signature

Bank

...........................

2,952

547,803

SVB

Financial

Group

(a)(b)

.....................

1,241

500,806

Truist

Financial

Corp.

.......................

11,301

570,361

U.S.

Bancorp

............................

10,515

496,308

Webster

Financial

Corp.

.....................

12,445

578,070

Wells

Fargo

&

Co.

.........................

11,896

521,878

9,857,303

a

Beverages

 — 1.2%

Brown-Forman

Corp.,

Class

B,

NVS

.............

8,671

643,562

Coca-Cola

Co.

(The)

.......................

8,206

526,579

Security

Shares

Value

a

Beverages

(continued)

Constellation

Brands,

Inc.,

Class

A

..............

2,246

$

553,212

Keurig

Dr

Pepper,

Inc.

......................

15,325

593,690

Molson

Coors

Beverage

Co.,

Class

B

............

11,033

659,222

Monster

Beverage

Corp.

(a)

....................

6,077

605,391

PepsiCo,

Inc.

............................

3,072

537,477

4,119,133

a

Biotechnology

 — 2.2%

AbbVie,

Inc.

.............................

3,242

465,259

Alnylam

Pharmaceuticals,

Inc.

(a)

................

4,266

605,943

Amgen,

Inc.

.............................

2,062

510,283

Biogen,

Inc.

(a)

............................

2,785

598,942

BioMarin

Pharmaceutical,

Inc.

(a)

................

6,981

600,715

Exact

Sciences

Corp.

(a)(b)

.....................

10,460

471,746

Gilead

Sciences,

Inc.

.......................

8,154

487,202

Horizon

Therapeutics

PLC

(a)(b)

.................

6,100

506,117

Incyte

Corp.

(a)

............................

7,408

575,453

Moderna,

Inc.

(a)

...........................

3,650

598,929

Neurocrine

Biosciences,

Inc.

(a)

.................

6,645

625,494

Regeneron

Pharmaceuticals,

Inc.

(a)

..............

787

457,790

Seagen,

Inc.

(a)

............................

3,785

681,224

Vertex

Pharmaceuticals,

Inc.

(a)

.................

2,037

571,195

7,756,292

a

Building

Products

 — 1.5%

A

O

Smith

Corp.

..........................

9,660

611,188

Allegion

PLC

.............................

5,178

547,315

Carrier

Global

Corp.

........................

14,310

579,984

Fortune

Brands

Home

&

Security,

Inc.

............

8,503

592,489

Johnson

Controls

International

PLC

.............

10,265

553,386

Lennox

International,

Inc.

....................

2,757

660,384

Masco

Corp.

.............................

10,295

570,137

Owens

Corning

...........................

6,024

558,666

Trane

Technologies

PLC

.....................

4,099

602,512

5,276,061

a

Capital

Markets

 — 4.7%

Ameriprise

Financial,

Inc.

....................

2,116

571,151

Bank

of

New

York

Mellon

Corp.

(The)

............

12,315

535,210

BlackRock,

Inc.

(c)

..........................

865

578,841

Blackstone,

Inc.,

NVS

.......................

4,950

505,246

Carlyle

Group,

Inc.

(The)

.....................

15,781

614,039

Cboe

Global

Markets,

Inc.

....................

5,300

653,914

Charles

Schwab

Corp.

(The)

..................

8,101

559,374

CME

Group,

Inc.

..........................

2,724

543,384

Coinbase

Global,

Inc.,

Class

A

(a)(b)

...............

8,225

517,846

FactSet

Research

Systems,

Inc.

................

1,539

661,278

Franklin

Resources,

Inc.

.....................

22,160

608,292

Goldman

Sachs

Group,

Inc.

(The)

..............

1,655

551,760

Intercontinental

Exchange,

Inc.

................

5,467

557,579

Invesco

Ltd.

.............................

31,453

557,976

KKR

&

Co.,

Inc.

...........................

10,643

590,261

LPL

Financial

Holdings,

Inc.

...................

3,191

669,855

MarketAxess

Holdings,

Inc.

...................

2,105

569,992

Moody's

Corp.

............................

1,856

575,824

Morgan

Stanley

...........................

6,301

531,174

MSCI,

Inc.

..............................

1,305

628,149

Nasdaq,

Inc.

.............................

3,792

685,973

Northern

Trust

Corp.

........................

5,331

531,927

Raymond

James

Financial,

Inc.

................

5,976

588,457

S&P

Global,

Inc.

..........................

1,530

576,703

SEI

Investments

Co.

........................

10,312

570,872

State

Street

Corp.

.........................

8,207

583,025

T

Rowe

Price

Group,

Inc.

....................

4,484

553,639

iShares

®

MSCI

USA

Size

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2022

(Percentages

shown

are

based

on

Net

Assets)

23

Schedule

of

Investments

Security

Shares

Value

a

Capital

Markets

(continued)

Tradeweb

Markets,

Inc.,

Class

A

................

8,594

$

606,049

16,277,790

a

Chemicals

 — 2.6%

Air

Products

and

Chemicals,

Inc.

...............

2,240

556,035

Albemarle

Corp.

(b)

.........................

2,252

550,186

Celanese

Corp.

...........................

3,669

431,144

CF

Industries

Holdings,

Inc.

...................

5,427

518,224

Corteva,

Inc.

.............................

8,972

516,339

Dow,

Inc.

...............................

7,639

406,471

DuPont

de

Nemours,

Inc.

....................

8,314

509,066

Eastman

Chemical

Co.

......................

5,380

516,104

Ecolab,

Inc.

.............................

3,347

552,824

FMC

Corp.

..............................

4,553

505,838

International

Flavors

&

Fragrances,

Inc.

...........

4,147

514,435

Linde

PLC

(b)

.............................

1,615

487,730

LyondellBasell

Industries

NV,

Class

A

............

4,883

435,173

Mosaic

Co.

(The)

..........................

8,875

467,358

PPG

Industries,

Inc.

........................

4,386

567,066

RPM

International,

Inc.

......................

6,616

598,087

Sherwin-Williams

Co.

(The)

...................

2,001

484,122

Westlake

Corp.

(b)

..........................

4,254

414,084

9,030,286

a

Commercial

Services

&

Supplies

 — 1.0%

Cintas

Corp.

.............................

1,482

630,576

Copart,

Inc.

(a)(b)

...........................

4,872

624,103

Republic

Services,

Inc.

......................

4,157

576,410

Rollins,

Inc.

..............................

16,016

617,737

Waste

Connections,

Inc.

.....................

4,379

584,027

Waste

Management,

Inc.

.....................

3,406

560,492

3,593,345

a

Communications

Equipment

 — 0.8%

Arista

Networks,

Inc.

(a)

......................

5,299

618,023

Cisco

Systems,

Inc.

........................

11,925

541,037

F5,

Inc.

(a)

...............................

3,625

606,680

Juniper

Networks,

Inc.

......................

19,559

548,239

Motorola

Solutions,

Inc.

.....................

2,536

605,064

2,919,043

a

Construction

&

Engineering

 — 0.2%

Quanta

Services,

Inc.

.......................

4,853

673,257

a

Construction

Materials

 — 0.3%

Martin

Marietta

Materials,

Inc.

.................

1,681

591,847

Vulcan

Materials

Co.

.......................

3,395

561,295

1,153,142

a

Consumer

Finance

 — 0.8%

Ally

Financial,

Inc.

.........................

14,377

475,447

American

Express

Co.

......................

3,297

507,804

Capital

One

Financial

Corp.

...................

4,649

510,600

Discover

Financial

Services

...................

5,156

520,756

Synchrony

Financial

........................

16,872

564,875

Upstart

Holdings,

Inc.

(a)(b)

.....................

11,346

276,048

2,855,530

a

Containers

&

Packaging

 — 1.3%

Amcor

PLC

..............................

42,192

546,386

Avery

Dennison

Corp.

.......................

3,304

629,280

Ball

Corp.

...............................

7,786

571,648

Crown

Holdings,

Inc.

.......................

5,507

559,952

International

Paper

Co.

......................

11,461

490,187

Packaging

Corp.

of

America

..................

3,681

517,585

Sealed

Air

Corp.

..........................

9,439

576,912

Security

Shares

Value

a

Containers

&

Packaging

(continued)

Westrock

Co.

............................

12,429

$

526,493

4,418,443

a

Distributors

 — 0.5%

Genuine

Parts

Co.

.........................

4,147

633,952

LKQ

Corp.

..............................

11,093

608,340

Pool

Corp.

..............................

1,403

501,853

1,744,145

a

Diversified

Financial

Services

 — 0.5%

Apollo

Global

Management,

Inc.

................

9,932

567,117

Berkshire

Hathaway,

Inc.,

Class

B

(a)

.............

1,562

469,537

Equitable

Holdings,

Inc.

.....................

20,186

573,888

1,610,542

a

Diversified

Telecommunication

Services

 — 0.6%

AT&T,

Inc.

...............................

24,923

468,054

Liberty

Global

PLC,

Class

A

(a)

.................

7,848

170,772

Liberty

Global

PLC,

Class

C,

NVS

(a)

.............

15,948

365,050

Lumen

Technologies,

Inc.

....................

49,066

534,329

Verizon

Communications,

Inc.

.................

10,124

467,627

2,005,832

a

Electric

Utilities

 — 2.5%

Alliant

Energy

Corp.

........................

9,449

575,728

American

Electric

Power

Co.,

Inc.

...............

5,307

523,058

Constellation

Energy

Corp.

...................

9,563

632,114

Duke

Energy

Corp.

........................

4,724

519,309

Edison

International

........................

8,209

556,324

Entergy

Corp.

............................

4,685

539,384

Evergy,

Inc.

..............................

8,276

564,920

Eversource

Energy

........................

5,997

529,055

Exelon

Corp.

.............................

11,137

517,759

FirstEnergy

Corp.

.........................

12,891

529,820

NextEra

Energy,

Inc.

.......................

7,160

604,949

NRG

Energy,

Inc.

..........................

12,111

457,190

PG&E

Corp.

(a)(b)

...........................

44,657

484,975

PPL

Corp.

..............................

18,622

541,528

Southern

Co.

(The)

........................

7,038

541,152

Xcel

Energy,

Inc.

..........................

7,066

517,090

8,634,355

a

Electrical

Equipment

 — 1.3%

AMETEK,

Inc.

............................

4,617

570,199

Eaton

Corp.

PLC

..........................

3,848

571,005

Emerson

Electric

Co.

.......................

6,308

568,162

Generac

Holdings,

Inc.

(a)(b)

....................

2,481

665,652

Plug

Power,

Inc.

(a)(b)

........................

34,057

726,776

Rockwell

Automation,

Inc.

....................

2,732

697,425

Sensata

Technologies

Holding

PLC

.............

12,847

571,306

4,370,525

a

Electronic

Equipment,

Instruments

&

Components

 — 1.7%

Amphenol

Corp.,

Class

A

....................

7,843

604,931

Arrow

Electronics,

Inc.

(a)

.....................

4,614

591,376

CDW

Corp.

..............................

3,357

609,396

Cognex

Corp.

............................

11,982

610,842

Corning,

Inc.

.............................

16,039

589,594

Keysight

Technologies,

Inc.

(a)

..................

3,946

641,620

TE

Connectivity

Ltd.

........................

4,322

577,981

Teledyne

Technologies,

Inc.

(a)

..................

1,403

549,134

Trimble,

Inc.

(a)

............................

8,469

588,003

Zebra

Technologies

Corp.,

Class

A

(a)

.............

1,695

606,284

5,969,161

a

Schedule

of

Investments

(continued)

July

31,

2022

iShares

®

MSCI

USA

Size

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

24

2022

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Energy

Equipment

&

Services

 — 0.4%

Baker

Hughes

Co.

.........................

15,283

$

392,620

Halliburton

Co.

...........................

14,833

434,607

Schlumberger

NV

.........................

12,789

473,577

1,300,804

a

Entertainment

 — 1.8%

Activision

Blizzard,

Inc.

......................

6,705

536,065

AMC

Entertainment

Holdings,

Inc.,

Class

A

(a)(b)

......

43,779

637,422

Electronic

Arts,

Inc.

........................

4,095

537,387

Liberty

Media

Corp.-Liberty

Formula

One,

Class

C,

NVS

(a)

................................

9,054

613,589

Live

Nation

Entertainment,

Inc.

(a)

...............

6,044

568,075

Netflix,

Inc.

(a)

.............................

2,813

632,644

Roblox

Corp.,

Class

A

(a)(b)

....................

15,920

683,446

Roku,

Inc.

(a)(b)

............................

5,740

376,085

Take-Two

Interactive

Software,

Inc.

(a)

.............

4,559

605,116

Walt

Disney

Co.

(The)

(a)

.....................

4,833

512,781

Warner

Bros

Discovery,

Inc.

(a)

.................

30,305

454,575

6,157,185

a

Equity

Real

Estate

Investment

Trusts

(REITs)

 — 5.8%

Alexandria

Real

Estate

Equities,

Inc.

.............

3,426

567,962

American

Homes

4

Rent,

Class

A

...............

15,329

580,662

American

Tower

Corp.

......................

2,187

592,305

AvalonBay

Communities,

Inc.

.................

2,698

577,210

Boston

Properties,

Inc.

......................

5,229

476,676

Camden

Property

Trust

......................

4,008

565,529

Crown

Castle,

Inc.

.........................

2,898

523,553

Digital

Realty

Trust,

Inc.

.....................

4,173

552,714

Duke

Realty

Corp.

.........................

10,695

669,079

Equinix,

Inc.

.............................

823

579,178

Equity

LifeStyle

Properties,

Inc.

................

7,859

577,794

Equity

Residential

.........................

7,337

575,147

Essex

Property

Trust,

Inc.

....................

1,943

556,728

Extra

Space

Storage,

Inc.

....................

3,189

604,379

Healthcare

Realty

Trust,

Inc.

..................

19,183

503,554

Healthpeak

Properties,

Inc.

...................

18,754

518,173

Host

Hotels

&

Resorts,

Inc.

...................

28,487

507,353

Invitation

Homes,

Inc.

.......................

15,220

594,037

Iron

Mountain,

Inc.

.........................

11,367

551,186

Kimco

Realty

Corp.

........................

24,546

542,712

Medical

Properties

Trust,

Inc.

..................

30,751

530,147

Mid-America

Apartment

Communities,

Inc.

.........

3,146

584,307

Prologis,

Inc.

.............................

4,291

568,815

Public

Storage

............................

1,692

552,286

Realty

Income

Corp.

........................

7,897

584,299

Regency

Centers

Corp.

.....................

8,710

561,185

SBA

Communications

Corp.

..................

1,673

561,777

Simon

Property

Group,

Inc.

...................

4,832

524,948

Sun

Communities,

Inc.

......................

3,561

583,862

UDR,

Inc.

...............................

11,945

578,138

Ventas,

Inc.

.............................

9,681

520,644

VICI

Properties,

Inc.

........................

18,367

627,968

Vornado

Realty

Trust

.......................

17,141

520,915

Welltower,

Inc.

............................

6,063

523,479

Weyerhaeuser

Co.

.........................

14,212

516,180

WP

Carey,

Inc.

...........................

6,795

606,793

20,161,674

a

Food

&

Staples

Retailing

 — 0.8%

Costco

Wholesale

Corp.

.....................

1,180

638,734

Kroger

Co.

(The)

..........................

11,107

515,809

Sysco

Corp.

.............................

6,700

568,830

Walgreens

Boots

Alliance,

Inc.

.................

13,126

520,052

Security

Shares

Value

a

Food

&

Staples

Retailing

(continued)

Walmart,

Inc.

.............................

4,078

$

538,500

2,781,925

a

Food

Products

 — 2.1%

Archer-Daniels-Midland

Co.

...................

6,282

519,961

Bunge

Ltd.

..............................

4,996

461,281

Campbell

Soup

Co.

........................

12,031

593,730

Conagra

Brands,

Inc.

.......................

17,379

594,536

General

Mills,

Inc.

(b)

........................

8,012

599,217

Hershey

Co.

(The)

.........................

2,581

588,365

Hormel

Foods

Corp.

........................

11,290

557,049

JM

Smucker

Co.

(The)

......................

4,385

580,223

Kellogg

Co.

..............................

7,973

589,364

Kraft

Heinz

Co.

(The)

.......................

13,658

503,024

McCormick

&

Co.,

Inc.,

NVS

(b)

.................

6,053

528,729

Mondelez

International,

Inc.,

Class

A

.............

8,419

539,153

Tyson

Foods,

Inc.,

Class

A

...................

6,371

560,712

7,215,344

a

Gas

Utilities

 — 0.3%

Atmos

Energy

Corp.

........................

4,959

601,973

UGI

Corp.

...............................

14,148

610,628

1,212,601

a

Health

Care

Equipment

&

Supplies

 — 3.4%

Abbott

Laboratories

........................

4,428

481,944

ABIOMED,

Inc.

(a)

..........................

2,349

688,280

Align

Technology,

Inc.

(a)

......................

1,988

558,568

Baxter

International,

Inc.

.....................

7,334

430,212

Becton

Dickinson

and

Co.

....................

2,062

503,767

Boston

Scientific

Corp.

(a)

.....................

13,237

543,379

Cooper

Companies,

Inc.

(The)

.................

1,619

529,413

Dentsply

Sirona,

Inc.

.......................

15,191

549,307

Dexcom,

Inc.

(a)

...........................

6,794

557,652

Edwards

Lifesciences

Corp.

(a)

.................

5,534

556,388

Hologic,

Inc.

(a)

............................

6,997

499,446

IDEXX

Laboratories,

Inc.

(a)

....................

1,471

587,194

Insulet

Corp.

(a)(b)

...........................

2,854

707,221

Intuitive

Surgical,

Inc.

(a)

......................

2,368

545,043

Masimo

Corp.

(a)

...........................

4,025

581,934

Medtronic

PLC

...........................

4,911

454,366

Novocure

Ltd.

(a)

...........................

7,696

523,251

ResMed,

Inc.

............................

2,723

654,936

STERIS

PLC

.............................

2,434

549,232

Stryker

Corp.

............................

2,231

479,107

Teleflex,

Inc.

.............................

1,924

462,645

Zimmer

Biomet

Holdings,

Inc.

.................

4,631

511,216

11,954,501

a

Health

Care

Providers

&

Services

 — 2.5%

AmerisourceBergen

Corp.

....................

3,585

523,159

Cardinal

Health,

Inc.

........................

9,883

588,632

Centene

Corp.

(a)

..........................

6,370

592,219

Cigna

Corp.

.............................

2,004

551,821

CVS

Health

Corp.

.........................

5,442

520,691

DaVita,

Inc.

(a)(b)

...........................

5,989

504,034

Elevance

Health,

Inc.

.......................

1,053

502,386

HCA

Healthcare,

Inc.

.......................

2,564

544,645

Henry

Schein,

Inc.

(a)

........................

6,747

531,866

Humana,

Inc.

............................

1,213

584,666

Laboratory

Corp.

of

America

Holdings

............

2,204

577,867

McKesson

Corp.

..........................

1,650

563,607

Molina

Healthcare,

Inc.

(a)

.....................

1,773

581,048

Quest

Diagnostics,

Inc.

......................

3,926

536,174

UnitedHealth

Group,

Inc.

.....................

1,010

547,763

iShares

®

MSCI

USA

Size

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2022

(Percentages

shown

are

based

on

Net

Assets)

25

Schedule

of

Investments

Security

Shares

Value

a

Health

Care

Providers

&

Services

(continued)

Universal

Health

Services,

Inc.,

Class

B

..........

4,752

$

534,457

8,785,035

a

Health

Care

Technology

 — 0.4%

Teladoc

Health,

Inc.

(a)

.......................

17,619

649,260

Veeva

Systems,

Inc.,

Class

A

(a)

................

3,322

742,733

1,391,993

a

Hotels,

Restaurants

&

Leisure

 — 3.0%

Airbnb,

Inc.,

Class

A

(a)

.......................

4,542

504,071

Aramark

................................

17,531

585,535

Booking

Holdings,

Inc.

(a)(b)

....................

245

474,244

Caesars

Entertainment,

Inc.

(a)(b)

................

11,547

527,582

Carnival

Corp.

(a)(b)

..........................

40,861

370,201

Chipotle

Mexican

Grill,

Inc.

(a)

..................

417

652,280

Darden

Restaurants,

Inc.

....................

4,731

588,962

Domino's

Pizza,

Inc.

........................

1,658

650,118

Expedia

Group,

Inc.

(a)

.......................

4,324

458,560

Hilton

Worldwide

Holdings,

Inc.

................

4,043

517,787

Las

Vegas

Sands

Corp.

(a)

....................

16,239

612,048

Marriott

International,

Inc.,

Class

A

..............

3,348

531,729

McDonald's

Corp.

.........................

2,185

575,464

MGM

Resorts

International

...................

16,446

538,278

Royal

Caribbean

Cruises

Ltd.

(a)

................

9,617

372,274

Starbucks

Corp.

...........................

7,163

607,279

Vail

Resorts,

Inc.

..........................

2,407

570,772

Wynn

Resorts

Ltd.

(a)

........................

9,079

576,335

Yum!

Brands,

Inc.

.........................

4,870

596,770

10,310,289

a

Household

Durables

 — 1.3%

DR

Horton,

Inc.

...........................

8,154

636,257

Garmin

Ltd.

..............................

5,423

529,393

Lennar

Corp.,

Class

A

.......................

7,491

636,735

Mohawk

Industries,

Inc.

(a)(b)

...................

4,060

521,629

Newell

Brands,

Inc.

........................

28,739

580,815

NVR,

Inc.

(a)

..............................

134

588,675

PulteGroup,

Inc.

..........................

13,470

587,562

Whirlpool

Corp.

...........................

3,269

565,112

4,646,178

a

Household

Products

 — 0.8%

Church

&

Dwight

Co.,

Inc.

....................

6,166

542,423

Clorox

Co.

(The)

..........................

3,973

563,530

Colgate-Palmolive

Co.

......................

6,931

545,747

Kimberly-Clark

Corp.

.......................

4,089

538,889

Procter

&

Gamble

Co.

(The)

..................

3,440

477,851

2,668,440

a

Independent

Power

and

Renewable

Electricity

Producers

 — 0.3%

AES

Corp.

(The)

..........................

26,846

596,518

Vistra

Corp.

.............................

21,379

552,647

1,149,165

a

Industrial

Conglomerates

 — 0.4%

3M

Co.

.................................

3,502

501,626

General

Electric

Co.

........................

6,802

502,736

Honeywell

International,

Inc.

..................

2,625

505,208

1,509,570

a

Insurance

 — 4.4%

Aflac,

Inc.

...............................

9,575

548,647

Alleghany

Corp.

(a)

..........................

671

561,949

Allstate

Corp.

(The)

........................

4,237

495,602

American

Financial

Group,

Inc.

................

4,247

567,739

American

International

Group,

Inc.

..............

9,097

470,952

Security

Shares

Value

a

Insurance

(continued)

Aon

PLC,

Class

A

.........................

1,959

$

570,147

Arch

Capital

Group

Ltd.

(a)

....................

12,141

539,060

Arthur

J

Gallagher

&

Co.

.....................

3,444

616,442

Assurant,

Inc.

............................

3,274

575,504

Brown

&

Brown,

Inc.

........................

10,080

656,208

Chubb

Ltd.

..............................

2,519

475,184

Cincinnati

Financial

Corp.

....................

4,448

432,968

Erie

Indemnity

Co.,

Class

A,

NVS

...............

3,489

709,523

Everest

Re

Group

Ltd.

......................

2,026

529,495

Fidelity

National

Financial,

Inc.

.................

13,829

552,607

Globe

Life,

Inc.

...........................

6,003

604,682

Hartford

Financial

Services

Group,

Inc.

(The)

.......

8,050

518,983

Lincoln

National

Corp.

......................

10,701

549,389

Loews

Corp.

.............................

8,762

510,387

Markel

Corp.

(a)

............................

404

524,045

Marsh

&

McLennan

Companies,

Inc.

.............

3,401

557,628

MetLife,

Inc.

.............................

8,410

531,932

Principal

Financial

Group,

Inc.

(b)

................

7,851

525,546

Progressive

Corp.

(The)

.....................

4,710

541,933

Prudential

Financial,

Inc.

.....................

5,337

533,647

Travelers

Companies,

Inc.

(The)

................

3,125

495,938

W

R

Berkley

Corp.

.........................

8,268

516,998

Willis

Towers

Watson

PLC

....................

2,704

559,566

15,272,701

a

Interactive

Media

&

Services

 — 1.1%

Alphabet,

Inc.,

Class

A

(a)

.....................

2,140

248,925

Alphabet,

Inc.

,

Class

C,

NVS

(a)

.................

1,980

230,947

IAC/InterActiveCorp.

(a)

......................

7,017

480,665

Match

Group,

Inc.

(a)

........................

7,268

532,817

Meta

Platforms,

Inc.,

Class

A

(a)

.................

2,509

399,182

Pinterest,

Inc.,

Class

A

(a)

.....................

23,915

465,864

Snap,

Inc.,

Class

A,

NVS

(a)

...................

22,939

226,637

Twitter,

Inc.

(a)

.............................

14,399

599,142

ZoomInfo

Technologies,

Inc.

(a)

.................

13,720

519,851

3,704,030

a

Internet

&

Direct

Marketing

Retail

 — 1.3%

Amazon.com,

Inc.

(a)

........................

4,355

587,707

Chewy,

Inc.,

Class

A

(a)(b)

.....................

22,498

873,147

DoorDash,

Inc.,

Class

A

(a)

....................

8,119

566,300

eBay,

Inc.

...............................

12,093

588,083

Etsy,

Inc.

(a)

..............................

7,098

736,205

MercadoLibre,

Inc.

(a)(b)

.......................

665

541,117

Wayfair,

Inc.,

Class

A

(a)(b)

.....................

11,657

628,429

4,520,988

a

IT

Services

 — 4.6%

Accenture

PLC,

Class

A

.....................

1,827

559,537

Affirm

Holdings,

Inc.

(a)(b)

......................

22,215

596,251

Akamai

Technologies,

Inc.

(a)

...................

5,604

539,217

Automatic

Data

Processing,

Inc.

................

2,484

598,942

Block,

Inc.,

Class

A

(a)

.......................

6,045

459,783

Broadridge

Financial

Solutions,

Inc.

.............

3,992

640,916

Cloudflare,

Inc.,

Class

A

(a)

....................

9,472

476,631

Cognizant

Technology

Solutions

Corp.,

Class

A

......

7,567

514,253

EPAM

Systems,

Inc.

(a)

.......................

1,678

586,041

Fidelity

National

Information

Services,

Inc.

.........

5,371

548,701

Fiserv,

Inc.

(a)

.............................

5,521

583,459

FleetCor

Technologies,

Inc.

(a)

..................

2,427

534,158

Gartner,

Inc.

(a)

............................

2,196

582,994

Global

Payments,

Inc.

......................

4,433

542,245

GoDaddy,

Inc.,

Class

A

(a)

.....................

7,886

584,983

International

Business

Machines

Corp.

...........

3,915

512,043

Jack

Henry

&

Associates,

Inc.

.................

3,123

648,866

Schedule

of

Investments

(continued)

July

31,

2022

iShares

®

MSCI

USA

Size

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

26

2022

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

IT

Services

(continued)

Mastercard,

Inc.,

Class

A

.....................

1,471

$

520,425

MongoDB,

Inc.

(a)(b)

.........................

2,250

703,058

Okta,

Inc.,

Class

A

(a)

........................

6,711

660,698

Paychex,

Inc.

............................

4,568

585,983

PayPal

Holdings,

Inc.

(a)

......................

6,316

546,523

Snowflake,

Inc.,

Class

A

(a)

....................

3,605

540,426

SS&C

Technologies

Holdings,

Inc.

..............

9,205

544,660

Twilio,

Inc.,

Class

A

(a)

.......................

5,389

456,987

VeriSign,

Inc.

(a)

...........................

3,354

634,443

Visa,

Inc.,

Class

A

.........................

2,447

519,033

Western

Union

Co.

(The)

....................

33,674

573,131

15,794,387

a

Leisure

Products

 — 0.3%

Hasbro,

Inc.

.............................

6,416

505,067

Peloton

Interactive,

Inc.,

Class

A

(a)(b)

.............

39,442

374,305

879,372

a

Life

Sciences

Tools

&

Services

 — 2.2%

Agilent

Technologies,

Inc.

....................

4,351

583,469

Avantor,

Inc.

(a)

............................

17,609

511,013

Bio-Rad

Laboratories,

Inc.,

Class

A

(a)(b)

...........

1,056

594,803

Bio-Techne

Corp.

..........................

1,512

582,543

Charles

River

Laboratories

International,

Inc.

(a)

......

2,412

604,303

Danaher

Corp.

...........................

2,005

584,397

Illumina,

Inc.

(a)

............................

2,209

478,646

IQVIA

Holdings,

Inc.

(a)

.......................

2,635

633,111

Mettler-Toledo

International,

Inc.

(a)

..............

438

591,182

PerkinElmer,

Inc.

..........................

3,820

585,109

Thermo

Fisher

Scientific,

Inc.

..................

900

538,569

Waters

Corp.

(a)

...........................

1,686

613,755

West

Pharmaceutical

Services,

Inc.

.............

1,800

618,408

7,519,308

a

Machinery

 — 2.8%

Caterpillar,

Inc.

...........................

2,462

488,091

Cummins,

Inc.

............................

2,662

589,127

Deere

&

Co.

.............................

1,396

479,079

Dover

Corp.

.............................

4,227

565,065

Fortive

Corp.

.............................

9,307

599,836

IDEX

Corp.

..............................

3,026

631,678

Illinois

Tool

Works,

Inc.

......................

2,581

536,229

Ingersoll

Rand,

Inc.

........................

12,385

616,773

Nordson

Corp.

............................

2,709

625,752

Otis

Worldwide

Corp.

.......................

7,374

576,426

PACCAR,

Inc.

............................

6,606

604,581

Parker-Hannifin

Corp.

.......................

2,033

587,720

Pentair

PLC

.............................

11,748

574,360

Snap-on,

Inc.

............................

2,598

582,082

Stanley

Black

&

Decker,

Inc.

..................

4,716

459,008

Westinghouse

Air

Brake

Technologies

Corp.

........

6,329

591,572

Xylem,

Inc.

..............................

6,750

621,202

9,728,581

a

Media

 — 1.8%

Cable

One,

Inc.

(b)

..........................

484

666,313

Charter

Communications,

Inc.,

Class

A

(a)

..........

1,085

468,828

Comcast

Corp.,

Class

A

.....................

11,862

445,062

DISH

Network

Corp.,

Class

A

(a)

................

27,289

474,010

Fox

Corp.,

Class

A,

NVS

.....................

11,383

376,891

Fox

Corp.,

Class

B

.........................

5,365

165,779

Interpublic

Group

of

Companies,

Inc.

(The)

........

18,146

542,021

Liberty

Broadband

Corp.,

Class

C,

NVS

(a)

.........

4,629

504,237

Liberty

Media

Corp.-Liberty

SiriusXM,

Class

A

(a)(b)

....

4,314

171,913

Liberty

Media

Corp.-Liberty

SiriusXM,

Class

C,

NVS

(a)

.

9,479

377,454

Security

Shares

Value

a

Media

(continued)

News

Corp.,

Class

A,

NVS

...................

32,096

$

550,125

Omnicom

Group,

Inc.

.......................

7,352

513,464

Paramount

Global,

Class

B,

NVS

...............

16,924

400,252

Sirius

XM

Holdings,

Inc.

(b)

....................

88,948

594,173

6,250,522

a

Metals

&

Mining

 — 0.8%

Alcoa

Corp.

..............................

9,019

458,977

Cleveland-Cliffs,

Inc.

(a)

......................

25,930

459,220

Freeport-McMoRan,

Inc.

.....................

14,294

450,976

Newmont

Corp.

...........................

7,945

359,750

Nucor

Corp.

.............................

4,436

602,409

Steel

Dynamics,

Inc.

........................

7,306

568,991

2,900,323

a

Mortgage

Real

Estate

Investment

 — 0.2%

Annaly

Capital

Management,

Inc.

...............

89,687

617,047

a

Multiline

Retail

 — 0.5%

Dollar

General

Corp.

.......................

2,617

650,141

Dollar

Tree,

Inc.

(a)

..........................

3,957

654,330

Target

Corp.

.............................

3,365

549,774

1,854,245

a

Multi-Utilities

 — 1.6%

Ameren

Corp.

............................

5,859

545,590

CenterPoint

Energy,

Inc.

.....................

17,835

565,191

CMS

Energy

Corp.

.........................

7,889

542,211

Consolidated

Edison,

Inc.

....................

5,631

558,989

Dominion

Energy,

Inc.

.......................

6,319

518,032

DTE

Energy

Co.

..........................

4,201

547,390

NiSource,

Inc.

............................

18,383

558,843

Public

Service

Enterprise

Group,

Inc.

............

7,887

517,939

Sempra

Energy

...........................

3,242

537,524

WEC

Energy

Group,

Inc.

.....................

5,202

540,020

5,431,729

a

Oil,

Gas

&

Consumable

Fuels

 — 3.1%

APA

Corp.

..............................

13,572

504,471

Cheniere

Energy,

Inc.

.......................

4,094

612,380

Chevron

Corp.

............................

2,928

479,548

ConocoPhillips

...........................

4,830

470,587

Coterra

Energy,

Inc.

........................

17,774

543,707

Devon

Energy

Corp.

........................

7,584

476,654

Diamondback

Energy,

Inc.

....................

4,180

535,124

EOG

Resources,

Inc.

.......................

4,258

473,575

EQT

Corp.

..............................

13,625

599,909

Exxon

Mobil

Corp.

.........................

5,326

516,249

Hess

Corp.

..............................

4,698

528,384

Kinder

Morgan,

Inc.

........................

27,786

499,870

Marathon

Oil

Corp.

.........................

20,334

504,283

Marathon

Petroleum

Corp.

...................

5,469

501,288

Occidental

Petroleum

Corp.

...................

8,156

536,257

ONEOK,

Inc.

.............................

8,496

507,551

Phillips

66

...............................

5,532

492,348

Pioneer

Natural

Resources

Co.

................

1,958

463,948

Targa

Resources

Corp.

......................

7,996

552,604

Valero

Energy

Corp.

........................

4,446

492,483

Williams

Companies,

Inc.

(The)

................

15,106

514,964

10,806,184

a

Personal

Products

 — 0.2%

Estee

Lauder

Companies,

Inc.

(The),

Class

A

.......

2,188

597,543

a

iShares

®

MSCI

USA

Size

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2022

(Percentages

shown

are

based

on

Net

Assets)

27

Schedule

of

Investments

Security

Shares

Value

a

Pharmaceuticals

 — 1.7%

Bristol-Myers

Squibb

Co.

.....................

6,595

$

486,579

Catalent,

Inc.

(a)

...........................

5,505

622,616

Elanco

Animal

Health,

Inc.

(a)

...................

24,085

487,962

Eli

Lilly

&

Co.

............................

1,715

565,418

Jazz

Pharmaceuticals

PLC

(a)

..................

3,775

589,126

Johnson

&

Johnson

........................

2,771

483,595

Merck

&

Co.,

Inc.

..........................

5,371

479,845

Pfizer,

Inc.

..............................

9,695

489,694

Royalty

Pharma

PLC,

Class

A

.................

13,795

599,945

Viatris,

Inc.

..............................

47,470

459,984

Zoetis,

Inc.

..............................

3,261

595,296

5,860,060

a

Professional

Services

 — 1.5%

Booz

Allen

Hamilton

Holding

Corp.

..............

6,935

665,621

Clarivate

PLC

(a)

...........................

38,972

564,704

CoStar

Group,

Inc.

(a)

........................

9,574

694,977

Equifax,

Inc.

.............................

2,838

592,886

Jacobs

Engineering

Group,

Inc.

................

4,107

563,891

Leidos

Holdings,

Inc.

.......................

5,455

583,685

Robert

Half

International,

Inc.

..................

6,327

500,719

TransUnion

(b)

.............................

6,825

540,745

Verisk

Analytics,

Inc.

........................

3,204

609,561

5,316,789

a

Real

Estate

Management

&

Development

 — 0.3%

CBRE

Group,

Inc.,

Class

A

(a)

..................

6,754

578,278

Zillow

Group,

Inc.,

Class

C,

NVS

(a)(b)

.............

12,980

452,742

1,031,020

a

Road

&

Rail

 — 1.5%

AMERCO

...............................

1,103

592,399

CSX

Corp.

..............................

16,751

541,560

JB

Hunt

Transport

Services,

Inc.

...............

3,422

627,150

Knight-Swift

Transportation

Holdings,

Inc.

.........

12,667

696,052

Lyft,

Inc.,

Class

A

(a)

.........................

29,744

412,252

Norfolk

Southern

Corp.

......................

2,292

575,681

Old

Dominion

Freight

Line,

Inc.

................

2,259

685,629

Uber

Technologies,

Inc.

(a)

....................

22,738

533,206

Union

Pacific

Corp.

........................

2,329

529,382

5,193,311

a

Semiconductors

&

Semiconductor

Equipment

 — 3.6%

Advanced

Micro

Devices,

Inc.

(a)

................

5,194

490,677

Analog

Devices,

Inc.

........................

3,200

550,272

Applied

Materials,

Inc.

......................

4,619

489,522

Broadcom,

Inc.

...........................

904

484,074

Enphase

Energy,

Inc.

(a)

......................

3,290

934,952

Entegris,

Inc.

.............................

5,249

576,865

Intel

Corp.

..............................

11,914

432,597

KLA

Corp.

...............................

1,552

595,254

Lam

Research

Corp.

.......................

1,100

550,561

Marvell

Technology,

Inc.

.....................

9,710

540,653

Microchip

Technology,

Inc.

....................

8,060

555,012

Micron

Technology,

Inc.

......................

7,434

459,867

Monolithic

Power

Systems,

Inc.

................

1,305

606,460

NVIDIA

Corp.

............................

2,824

512,923

NXP

Semiconductors

NV

....................

2,999

551,456

ON

Semiconductor

Corp.

(a)

...................

9,657

644,895

Qorvo,

Inc.

(a)

.............................

5,333

555,005

QUALCOMM,

Inc.

.........................

3,857

559,496

Skyworks

Solutions,

Inc.

.....................

5,431

591,327

SolarEdge

Technologies,

Inc.

(a)

.................

2,207

794,807

Teradyne,

Inc.

............................

5,382

542,990

Security

Shares

Value

a

Semiconductors

&

Semiconductor

Equipment

(continued)

Texas

Instruments,

Inc.

......................

2,995

$

535,776

12,555,441

a

Software

 — 7.2%

Adobe,

Inc.

(a)

.............................

1,264

518,392

ANSYS,

Inc.

(a)

............................

2,196

612,662

AppLovin

Corp.,

Class

A

(a)(b)

...................

14,076

500,261

Autodesk,

Inc.

(a)

...........................

2,735

591,635

Avalara,

Inc.

(a)(b)

...........................

7,220

631,172

Bentley

Systems,

Inc.,

Class

B

(b)

................

17,510

693,396

Bill.com

Holdings,

Inc.

(a)(b)

....................

4,901

662,027

Black

Knight,

Inc.

(a)

.........................

7,801

512,370

Cadence

Design

Systems,

Inc.

(a)

...............

3,696

687,752

Ceridian

HCM

Holding,

Inc.

(a)

..................

10,181

557,613

Citrix

Systems,

Inc.

........................

5,597

567,592

Coupa

Software,

Inc.

(a)

......................

8,091

529,313

Crowdstrike

Holdings,

Inc.,

Class

A

(a)

.............

3,752

688,867

Datadog,

Inc.,

Class

A

(a)

.....................

5,578

569,012

DocuSign,

Inc.

(a)

..........................

7,078

452,850

Dropbox,

Inc.,

Class

A

(a)

.....................

28,027

637,334

Dynatrace,

Inc.

(a)

..........................

15,267

574,497

Fair

Isaac

Corp.

(a)

..........................

1,485

686,114

Fortinet,

Inc.

(a)

............................

9,604

572,879

Guidewire

Software,

Inc.

(a)(b)

...................

7,422

576,838

HubSpot,

Inc.

(a)

...........................

1,630

502,040

Intuit,

Inc.

...............................

1,412

644,112

Microsoft

Corp.

...........................

1,810

508,139

NortonLifeLock,

Inc.

........................

23,340

572,530

Oracle

Corp.

.............................

7,450

579,908

Palantir

Technologies,

Inc.,

Class

A

(a)(b)

...........

66,249

685,677

Palo

Alto

Networks,

Inc.

(a)

....................

1,207

602,414

Paycom

Software,

Inc.

(a)

.....................

2,043

675,191

PTC,

Inc.

(a)

..............................

5,084

627,264

RingCentral,

Inc.,

Class

A

(a)

...................

8,905

440,708

Roper

Technologies,

Inc.

.....................

1,271

555,008

Salesforce,

Inc.

(a)

..........................

3,229

594,201

ServiceNow,

Inc.

(a)

.........................

1,207

539,119

Splunk,

Inc.

(a)

............................

5,699

592,183

Synopsys,

Inc.

(a)

..........................

1,762

647,535

Trade

Desk,

Inc.

(The),

Class

A

(a)

...............

10,077

453,465

Tyler

Technologies,

Inc.

(a)

....................

1,631

650,769

Unity

Software,

Inc.

(a)(b)

......................

13,440

502,522

VMware,

Inc.,

Class

A

.......................

5,589

649,442

Workday,

Inc.,

Class

A

(a)

.....................

3,220

499,422

Zendesk,

Inc.

(a)

...........................

5,663

427,103

Zoom

Video

Communications,

Inc.,

Class

A

(a)

.......

5,944

617,344

Zscaler,

Inc.

(a)

............................

4,145

642,724

25,031,396

a

Specialty

Retail

 — 2.2%

Advance

Auto

Parts,

Inc.

.....................

2,846

551,042

AutoZone,

Inc.

(a)

..........................

281

600,607

Bath

&

Body

Works,

Inc.

.....................

13,988

497,134

Best

Buy

Co.,

Inc.

.........................

7,472

575,269

Burlington

Stores,

Inc.

(a)

.....................

3,149

444,418

CarMax,

Inc.

(a)(b)

...........................

6,092

606,398

Carvana

Co.,

Class

A

(a)(b)

.....................

17,875

521,056

Home

Depot,

Inc.

(The)

.....................

1,703

512,501

Lowe's

Companies,

Inc.

.....................

2,698

516,748

O'Reilly

Automotive,

Inc.

(a)

....................

882

620,566

Ross

Stores,

Inc.

(b)

.........................

5,770

468,870

TJX

Companies,

Inc.

(The)

...................

8,437

516,007

Tractor

Supply

Co.

.........................

2,968

568,313

Schedule

of

Investments

(continued)

July

31,

2022

iShares

®

MSCI

USA

Size

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

28

2022

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Specialty

Retail

(continued)

Ulta

Beauty,

Inc.

(a)

.........................

1,557

$

605,533

7,604,462

a

Technology

Hardware,

Storage

&

Peripherals

 — 1.1%

Apple,

Inc.

..............................

3,313

538,396

Dell

Technologies,

Inc.,

Class

C

................

13,003

585,915

Hewlett

Packard

Enterprise

Co.

................

36,261

516,357

HP,

Inc.

................................

14,865

496,342

NetApp,

Inc.

.............................

8,081

576,418

Seagate

Technology

Holdings

PLC

..............

6,641

531,147

Western

Digital

Corp.

(a)

......................

9,442

463,602

3,708,177

a

Textiles,

Apparel

&

Luxury

Goods

 — 0.5%

Lululemon

Athletica,

Inc.

(a)

....................

1,966

610,462

Nike,

Inc.,

Class

B

.........................

4,702

540,354

VF

Corp.

...............................

12,291

549,162

1,699,978

a

Tobacco

 — 0.3%

Altria

Group,

Inc.

..........................

10,015

439,258

Philip

Morris

International,

Inc.

.................

4,986

484,390

923,648

a

Trading

Companies

&

Distributors

 — 0.5%

Fastenal

Co.

.............................

10,459

537,174

United

Rentals,

Inc.

(a)

.......................

2,001

645,663

WW

Grainger,

Inc.

.........................

1,161

631,038

1,813,875

a

Security

Shares

Value

a

Water

Utilities

 — 0.3%

American

Water

Works

Co.,

Inc.

................

3,722

$

578,548

Essential

Utilities,

Inc.

.......................

12,246

636,057

1,214,605

a

Wireless

Telecommunication

Services

 — 0.2%

T-Mobile

U.S.,

Inc.

(a)

........................

3,989

570,666

a

Total

Long-Term

Investments — 99.7%

(Cost:

$383,597,626)

................................

346,222,813

a

Short-Term

Securities

Money

Market

Funds

 — 

6.3%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares,

1.96%

(c)(d)(e)

............................

21,388,783

21,388,783

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

1.84%

(c)(d)

.............................

450,149

450,149

a

Total

Short-Term

Securities — 6.3%

(Cost:

$21,831,705)

.................................

21,838,932

Total

Investments

—

106.0%

(Cost:

$405,429,331)

................................

368,061,745

Liabilities

in

Excess

of

Other

Assets

—

(6.0)%

...............

(20,992,185)

Net

Assets

—

100.0%

.................................

$

347,069,560

(a)

Non-income

producing

security.

(b)

All

or

a

portion

of

this

security

is

on

loan.

(c)

Affiliate

of

the

Fund.

(d)

Annualized

7-day

yield

as

of

period

end.

(e)

All

or

a

portion

of

this

security

was

purchased

with

the

cash

collateral

from

loaned

securities.

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the

year

ended

July

31,

2022

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/21

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/22

  Shares

Held

at

07/31/22

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

20,463,456

$

933,681

(a)

$

—

$

(7,619

)

$

(735

)

$

21,388,783

21,388,783

$

91,436

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

......

1,980,000

—

(

1,529,851

)

(a)

—

—

450,149

450,149

1,763

—

BlackRock,

Inc.

..

1,005,050

300,713

(566,491

)

81,219

(241,650

)

578,841

865

17,243

—

$

73,600

$

(242,385

)

$

22,417,773

$

110,442

$

—

(a)

Represents

net

amount

purchased

(sold).

(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.

iShares

®

MSCI

USA

Size

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2022

29

Schedule

of

Investments

Derivative

Financial

Instruments

Outstanding

as

of

Period

End

Derivative

Financial

Instruments

Categorized

by

Risk

Exposure 

As

of

period

end,

the

fair

values

of

derivative

financial

instruments

located

in

the

Statements

of

Assets

and

Liabilities

were

as

follows: 

For

the period

ended

July

31,

2022,

the

effect

of

derivative

financial

instruments

in

the

Statements

of

Operations

was

as

follows:

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

Futures

Contracts

Description

Number

of

Contracts

Expiration

Date

Notional

Amount

(000)

Value/

Unrealized

Appreciation

(Depreciation)

Long

Contracts

Dow

Jones

U.S.

Real

Estate

Index

..........................................................

11

09/16/22

$

427

$

30,219

S&P

500

E-Mini

Index

...................................................................

2

09/16/22

413

11,601

$

41,820

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Assets

—

Derivative

Financial

Instruments

Futures

contracts

Unrealized

appreciation

on

futures

contracts

(a)

.............

$

—

$

—

$

41,820

$

—

$

—

$

—

$

41,820

(a)

Net

cumulative

unrealized

appreciation

(depreciation)

on

futures

contracts

are

reported

in

the

Schedule

of

Investments.

In

the

Statements

of

Assets

and

Liabilities,

only

current

day's

variation

margin

is

reported

in

receivables

or

payables

and

the

net

cumulative

unrealized

appreciation

(depreciation)

is

included

in

accumulated

earnings

(loss).

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Net

Realized

Gain

(Loss)

from

Futures

contracts

..................................

$

—

$

—

$

61,085

$

—

$

—

$

—

$

61,085

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

contracts

..................................

$

—

$

—

$

(6,764

)

$

—

$

—

$

—

$

(6,764

)

Futures

contracts

Average

notional

value

of

contracts

—

long

...................................................................................

$

1,392,177

a

For

more

information

about

the

Fund’s

investment

risks

regarding

derivative

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

Schedule

of

Investments

(continued)

July

31,

2022

iShares

®

MSCI

USA

Size

Factor

ETF

30

2022

iShares

Annual

Report

to

Shareholders

Fair

Value

Hierarchy

as

of

Period

End 

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

For

a

description

of

the

input

levels

and

information

about

the

Fund's

policy

regarding

valuation

of

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

The

following

table

summarizes

the

Fund’s

financial

instruments

categorized

in

the

fair

value

hierarchy.

The

breakdown

of

the

Fund’s

financial

instruments

into

major

categories

is

disclosed

in

the

Schedule

of

Investments

above.

See

notes

to

financial

statements.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Common

Stocks

.............................................

$

346,222,813

$

—

$

—

$

346,222,813

Short-Term

Securities

Money

Market

Funds

..........................................

21,838,932

—

—

21,838,932

$

368,061,745

$

—

$

—

$

368,061,745

Derivative

Financial

Instruments

(a)

Assets

Equity

Contracts

...............................................

$

41,820

$

—

$

—

$

41,820

a

(a)

Derivative

financial

instruments

are

futures

contracts.

Futures

contracts

are

valued

at

the

unrealized

appreciation

(depreciation)

on

the

instrument.

iShares

®

MSCI

USA

Value

Factor

ETF

Schedule

of

Investments

July

31,

2022

(Percentages

shown

are

based

on

Net

Assets)

31

Schedule

of

Investments

Security

Shares

Value

a

Common

Stocks

Aerospace

&

Defense

 — 

3

.5

%

General

Dynamics

Corp.

(a)

....................

231,105

$

52,384,570

Huntington

Ingalls

Industries,

Inc.

...............

55,378

12,008,166

L3Harris

Technologies,

Inc.

...................

249,052

59,765,008

Raytheon

Technologies

Corp.

.................

1,880,906

175,319,248

Textron,

Inc.

(a)

............................

311,746

20,463,008

319,940,000

a

Air

Freight

&

Logistics

 — 

1

.3

%

FedEx

Corp.

.............................

492,707

114,845,075

a

Airlines

 — 

0

.0

%

Southwest

Airlines

Co.

(a)

(b)

....................

106,006

4,040,949

a

Auto

Components

 — 

0

.8

%

BorgWarner,

Inc.

(a)

.........................

996,796

38,336,774

Lear

Corp.

..............................

218,748

33,061,573

71,398,347

a

Automobiles

 — 

5

.8

%

Ford

Motor

Co.

...........................

18,443,160

270,930,020

General

Motors

Co.

(b)

.......................

7,028,596

254,856,891

525,786,911

a

Banks

 — 

4

.7

%

Citigroup,

Inc.

............................

3,755,798

194,925,916

Citizens

Financial

Group,

Inc.

.................

645,207

24,498,510

Fifth

Third

Bancorp

........................

530,604

18,104,208

Regions

Financial

Corp.

.....................

898,964

19,040,058

Wells

Fargo

&

Co.

.........................

3,840,515

168,483,393

425,052,085

a

Beverages

 — 

0

.5

%

Molson

Coors

Beverage

Co.

,

Class

B

............

705,080

42,128,530

a

Biotechnology

 — 

3

.8

%

AbbVie,

Inc.

.............................

1,307,011

187,569,149

Biogen,

Inc.

(b)

............................

129,737

27,901,239

Gilead

Sciences,

Inc.

.......................

1,289,479

77,046,370

Moderna,

Inc.

(b)

...........................

314,371

51,585,137

344,101,895

a

Building

Products

 — 

0

.7

%

Johnson

Controls

International

PLC

.............

774,218

41,738,092

Owens

Corning

...........................

249,879

23,173,779

64,911,871

a

Capital

Markets

 — 

2

.4

%

Bank

of

New

York

Mellon

Corp.

(The)

............

862,526

37,485,380

Franklin

Resources,

Inc.

(a)

....................

353,167

9,694,434

Goldman

Sachs

Group,

Inc.

(The)

..............

420,270

140,113,815

Invesco

Ltd.

.............................

568,394

10,083,310

State

Street

Corp.

.........................

272,840

19,382,554

216,759,493

a

Chemicals

 — 

1

.3

%

CF

Industries

Holdings,

Inc.

...................

143,287

13,682,476

Dow,

Inc.

...............................

627,366

33,382,145

Eastman

Chemical

Co.

......................

109,080

10,464,044

LyondellBasell

Industries

NV

,

Class

A

............

388,005

34,579,005

Mosaic

Co.

(The)

(a)

.........................

530,704

27,946,873

Westlake

Corp.

(a)

..........................

25,907

2,521,787

122,576,330

a

Security

Shares

Value

a

Communications

Equipment

 — 

3

.6

%

Cisco

Systems,

Inc.

........................

6,380,458

$

289,481,379

F5,

Inc.

(a)

(b)

..............................

93,247

15,605,818

Juniper

Networks,

Inc.

......................

706,790

19,811,324

324,898,521

a

Consumer

Finance

 — 

0

.9

%

Ally

Financial,

Inc.

.........................

550,471

18,204,076

Capital

One

Financial

Corp.

...................

610,399

67,040,122

85,244,198

a

Containers

&

Packaging

 — 

0

.3

%

International

Paper

Co.

......................

349,608

14,952,734

Westrock

Co.

............................

309,080

13,092,629

28,045,363

a

Distributors

 — 

0

.4

%

LKQ

Corp.

..............................

730,732

40,073,343

a

Diversified

Financial

Services

 — 

0

.2

%

Equitable

Holdings,

Inc.

.....................

700,273

19,908,761

a

Diversified

Telecommunication

Services

 — 

6

.0

%

AT&T,

Inc.

...............................

24,684,140

463,568,149

Liberty

Global

PLC

,

Class

A

(a)

(b)

................

483,922

10,530,143

Liberty

Global

PLC

,

Class

C

,

NVS

(b)

.............

1,346,823

30,828,778

Lumen

Technologies,

Inc.

....................

3,768,500

41,038,965

545,966,035

a

Electric

Utilities

 — 

2

.3

%

Constellation

Energy

Corp.

...................

1,092,104

72,188,074

Evergy,

Inc.

..............................

357,391

24,395,510

NRG

Energy,

Inc.

..........................

534,375

20,172,656

PG&E

Corp.

(a)

(b)

...........................

3,829,038

41,583,353

PPL

Corp.

..............................

1,678,281

48,804,411

207,144,004

a

Electrical

Equipment

 — 

0

.1

%

Sensata

Technologies

Holding

PLC

.............

210,858

9,376,855

a

Electronic

Equipment,

Instruments

&

Components

 — 

1

.7

%

Arrow

Electronics,

Inc.

(b)

.....................

237,738

30,470,880

Corning,

Inc.

.............................

1,647,754

60,571,437

TE

Connectivity

Ltd.

........................

448,910

60,032,734

151,075,051

a

Entertainment

 — 

1

.3

%

Warner

Bros

Discovery,

Inc.

(b)

.................

7,717,947

115,769,205

a

Equity

Real

Estate

Investment

Trusts

(REITs)

 — 

2

.1

%

Public

Storage

............................

213,953

69,836,399

Simon

Property

Group,

Inc.

...................

529,896

57,567,901

Weyerhaeuser

Co.

(a)

........................

1,830,143

66,470,794

193,875,094

a

Food

&

Staples

Retailing

 — 

1

.7

%

Kroger

Co.

(The)

..........................

1,518,898

70,537,623

Walgreens

Boots

Alliance,

Inc.

.................

2,161,304

85,630,865

156,168,488

a

Food

Products

 — 

2

.8

%

Archer-Daniels-Midland

Co.

...................

609,241

50,426,878

Conagra

Brands,

Inc.

.......................

871,321

29,807,891

JM

Smucker

Co.

(The)

......................

234,990

31,093,877

Kraft

Heinz

Co.

(The)

.......................

2,146,749

79,064,766

Tyson

Foods,

Inc.

,

Class

A

...................

767,153

67,517,135

257,910,547

a

Schedule

of

Investments

(continued)

July

31,

2022

iShares

®

MSCI

USA

Value

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

32

2022

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Gas

Utilities

 — 

0

.3

%

UGI

Corp.

...............................

597,260

$

25,777,742

a

Health

Care

Providers

&

Services

 — 

5

.4

%

Cardinal

Health,

Inc.

........................

265,000

15,783,400

Centene

Corp.

(b)

..........................

600,190

55,799,664

Cigna

Corp.

.............................

386,076

106,309,887

CVS

Health

Corp.

.........................

1,577,674

150,951,848

DaVita,

Inc.

(a)

(b)

...........................

43,826

3,688,396

Elevance

Health,

Inc.

.......................

169,030

80,644,213

Laboratory

Corp.

of

America

Holdings

............

54,934

14,403,146

McKesson

Corp.

(a)

.........................

119,825

40,929,824

Quest

Diagnostics,

Inc.

(a)

.....................

94,914

12,962,405

Universal

Health

Services,

Inc.

,

Class

B

(a)

.........

84,331

9,484,708

490,957,491

a

Health

Care

Technology

 — 

0

.1

%

Teladoc

Health,

Inc.

(a)

(b)

......................

178,598

6,581,336

a

Household

Durables

 — 

4

.1

%

DR

Horton,

Inc.

...........................

1,273,594

99,378,540

Lennar

Corp.

,

Class

A

(a)

.....................

1,382,320

117,497,200

Mohawk

Industries,

Inc.

(a)

(b)

...................

241,552

31,034,601

Newell

Brands,

Inc.

........................

1,206,650

24,386,396

PulteGroup,

Inc.

(a)

.........................

1,318,217

57,500,626

Whirlpool

Corp.

...........................

234,451

40,529,544

370,326,907

a

Insurance

 — 

2

.6

%

Alleghany

Corp.

(b)

..........................

10,276

8,605,945

American

International

Group,

Inc.

..............

1,014,181

52,504,150

Everest

Re

Group

Ltd.

......................

46,987

12,280,053

Fidelity

National

Financial,

Inc.

.................

202,789

8,103,448

Hartford

Financial

Services

Group,

Inc.

(The)

.......

262,490

16,922,730

Lincoln

National

Corp.

......................

330,007

16,942,559

Loews

Corp.

(a)

............................

262,016

15,262,432

MetLife,

Inc.

.............................

802,797

50,776,910

Principal

Financial

Group,

Inc.

.................

233,649

15,640,464

Prudential

Financial,

Inc.

.....................

442,142

44,209,779

241,248,470

a

IT

Services

 — 

6

.9

%

Cognizant

Technology

Solutions

Corp.

,

Class

A

......

792,079

53,829,689

Fidelity

National

Information

Services,

Inc.

(a)

........

1,365,965

139,546,984

Fiserv,

Inc.

(b)

.............................

983,376

103,923,176

Global

Payments,

Inc.

......................

540,855

66,157,384

International

Business

Machines

Corp.

...........

1,781,669

233,024,488

SS&C

Technologies

Holdings,

Inc.

..............

386,077

22,844,176

Western

Union

Co.

(The)

....................

813,789

13,850,689

633,176,586

a

Machinery

 — 

1

.7

%

Cummins,

Inc.

............................

208,636

46,173,233

PACCAR,

Inc.

............................

533,104

48,789,678

Snap-on,

Inc.

............................

77,399

17,341,246

Stanley

Black

&

Decker,

Inc.

..................

195,035

18,982,757

Westinghouse

Air

Brake

Technologies

Corp.

(a)

.......

274,603

25,667,142

156,954,056

a

Media

 — 

0

.9

%

DISH

Network

Corp.

,

Class

A

(b)

................

652,120

11,327,324

Fox

Corp.

,

Class

A

,

NVS

.....................

697,577

23,096,775

Fox

Corp.

,

Class

B

.........................

344,888

10,657,039

Paramount

Global

,

Class

B

,

NVS

...............

1,737,764

41,098,119

86,179,257

a

Security

Shares

Value

a

Metals

&

Mining

 — 

1

.0

%

Alcoa

Corp.

..............................

122,529

$

6,235,501

Cleveland-Cliffs,

Inc.

(a)

(b)

.....................

598,669

10,602,428

Nucor

Corp.

(a)

............................

363,677

49,387,336

Steel

Dynamics,

Inc.

........................

284,603

22,164,882

88,390,147

a

Mortgage

Real

Estate

Investment

 — 

0

.2

%

Annaly

Capital

Management,

Inc.

...............

2,350,912

16,174,275

a

Multi-Utilities

 — 

0

.5

%

Consolidated

Edison,

Inc.

....................

457,508

45,416,819

a

Oil,

Gas

&

Consumable

Fuels

 — 

4

.4

%

APA

Corp.

..............................

426,861

15,866,423

Coterra

Energy,

Inc.

........................

949,461

29,044,012

Devon

Energy

Corp.

........................

1,109,763

69,748,605

Diamondback

Energy,

Inc.

....................

386,875

49,527,737

EOG

Resources,

Inc.

.......................

1,214,107

135,032,981

Marathon

Oil

Corp.

.........................

1,094,711

27,148,833

Pioneer

Natural

Resources

Co.

................

298,001

70,611,337

396,979,928

a

Pharmaceuticals

 — 

5

.4

%

Bristol-Myers

Squibb

Co.

.....................

2,278,650

168,118,797

Jazz

Pharmaceuticals

PLC

(b)

..................

64,894

10,127,358

Pfizer,

Inc.

..............................

5,811,602

293,544,017

Viatris,

Inc.

..............................

2,344,527

22,718,466

494,508,638

a

Professional

Services

 — 

0

.2

%

Clarivate

PLC

(a)

(b)

..........................

431,485

6,252,218

Leidos

Holdings,

Inc.

.......................

151,737

16,235,859

22,488,077

a

Real

Estate

Management

&

Development

 — 

0

.9

%

CBRE

Group,

Inc.

,

Class

A

(a)

(b)

.................

1,000,696

85,679,592

a

Road

&

Rail

 — 

0

.4

%

AMERCO

...............................

19,352

10,393,572

Knight-Swift

Transportation

Holdings,

Inc.

(a)

........

409,951

22,526,808

32,920,380

a

Semiconductors

&

Semiconductor

Equipment

 — 

10

.8

%

Applied

Materials,

Inc.

......................

1,210,103

128,246,716

Intel

Corp.

..............................

11,900,546

432,108,825

Micron

Technology,

Inc.

......................

4,203,861

260,050,841

NXP

Semiconductors

NV

....................

341,810

62,852,023

ON

Semiconductor

Corp.

(a)

(b)

..................

677,661

45,254,202

Qorvo,

Inc.

(a)

(b)

............................

232,602

24,206,890

Skyworks

Solutions,

Inc.

.....................

289,532

31,524,244

984,243,741

a

Software

 — 

0

.3

%

VMware,

Inc.

,

Class

A

.......................

239,475

27,826,995

a

Specialty

Retail

 — 

0

.5

%

Best

Buy

Co.,

Inc.

(a)

........................

635,921

48,959,558

a

Technology

Hardware,

Storage

&

Peripherals

 — 

3

.4

%

Dell

Technologies,

Inc.

,

Class

C

................

665,692

29,996,081

Hewlett

Packard

Enterprise

Co.

................

4,921,892

70,087,742

HP,

Inc.

................................

3,047,104

101,742,803

NetApp,

Inc.

.............................

325,540

23,220,768

Seagate

Technology

Holdings

PLC

..............

407,511

32,592,730

Western

Digital

Corp.

(a)

(b)

.....................

1,092,783

53,655,645

311,295,769

a

iShares

®

MSCI

USA

Value

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2022

(Percentages

shown

are

based

on

Net

Assets)

33

Schedule

of

Investments

Derivative

Financial

Instruments

Outstanding

as

of

Period

End

Security

Shares

Value

a

Tobacco

 — 

1

.2

%

Altria

Group,

Inc.

..........................

2,553,321

$

111,988,659

a

Trading

Companies

&

Distributors

 — 

0

.4

%

United

Rentals,

Inc.

(a)

(b)

......................

117,242

37,830,476

a

Total

Long-Term

Investments — 99.8%

(Cost:

$

9,834,174,142

)

...............................

9,102,901,850

a

Short-Term

Securities

Money

Market

Funds

 — 

1

.8

%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

,

1.96

%

(c)

(d)

(e)

............................

147,212,646

147,212,646

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

,

1.84

%

(c)

(d)

.............................

15,516,861

15,516,861

a

Total

Short-Term

Securities — 1.8%

(Cost:

$

162,700,118

)

................................

162,729,507

Total

Investments

—

101.6%

(Cost:

$

9,996,874,260

)

...............................

9,265,631,357

Liabilities

in

Excess

of

Other

Assets

—

(

1

.6

)

%

...............

(

141,452,332

)

Net

Assets

—

100.0%

.................................

$

9,124,179,025

(a)

All

or

a

portion

of

this

security

is

on

loan.

(b)

Non-income

producing

security.

(c)

Affiliate

of

the

Fund.

(d)

Annualized

7-day

yield

as

of

period

end.

(e)

All

or

a

portion

of

this

security

was

purchased

with

the

cash

collateral

from

loaned

securities.

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the

year

ended

July

31,

2022

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/21

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/22

  Shares

Held

at

07/31/22

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

16,321,859

$

130,918,263

(a)

$

—

$

(

56,224

)

$

28,748

$

147,212,646

147,212,646

$

167,421

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

25,377,000

—

(

9,860,139

)

(a)

—

—

15,516,861

15,516,861

42,340

—

$

(

56,224

)

$

28,748

$

162,729,507

$

209,761

$

—

(a)

Represents

net

amount

purchased

(sold).

(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.

Futures

Contracts

Description

Number

of

Contracts

Expiration

Date

Notional

Amount

(000)

Value/

Unrealized

Appreciation

(Depreciation)

Long

Contracts

Russell

2000

E-Mini

Index

................................................................

85

09/16/22

$

8,013

$

541,842

S&P

500

E-Mini

Index

...................................................................

61

09/16/22

12,607

856,246

$

1,398,088

Schedule

of

Investments

(continued)

July

31,

2022

iShares

®

MSCI

USA

Value

Factor

ETF

34

2022

iShares

Annual

Report

to

Shareholders

Derivative

Financial

Instruments

Categorized

by

Risk

Exposure 

As

of

period

end,

the

fair

values

of

derivative

financial

instruments

located

in

the

Statements

of

Assets

and

Liabilities

were

as

follows: 

For

the period

ended

July

31,

2022,

the

effect

of

derivative

financial

instruments

in

the

Statements

of

Operations

was

as

follows:

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

Fair

Value

Hierarchy

as

of

Period

End 

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

For

a

description

of

the

input

levels

and

information

about

the

Fund's

policy

regarding

valuation

of

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

The

following

table

summarizes

the

Fund’s

financial

instruments

categorized

in

the

fair

value

hierarchy.

The

breakdown

of

the

Fund’s

financial

instruments

into

major

categories

is

disclosed

in

the

Schedule

of

Investments

above.

See

notes

to

financial

statements.

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Assets

—

Derivative

Financial

Instruments

Futures

contracts

Unrealized

appreciation

on

futures

contracts

(a)

.............

$

—

$

—

$

1,398,088

$

—

$

—

$

—

$

1,398,088

(a)

Net

cumulative

unrealized

appreciation

(depreciation)

on

futures

contracts

are

reported

in

the

Schedule

of

Investments.

In

the

Statements

of

Assets

and

Liabilities,

only

current

day's

variation

margin

is

reported

in

receivables

or

payables

and

the

net

cumulative

unrealized

appreciation

(depreciation)

is

included

in

accumulated

earnings

(loss).

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Net

Realized

Gain

(Loss)

from

Futures

contracts

..................................

$

—

$

—

$

(

6,000,380

)

$

—

$

—

$

—

$

(

6,000,380

)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

contracts

..................................

$

—

$

—

$

906,884

$

—

$

—

$

—

$

906,884

Futures

contracts

Average

notional

value

of

contracts

—

long

...................................................................................

$

26,629,430

a

For

more

information

about

the

Fund’s

investment

risks

regarding

derivative

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Common

Stocks

.............................................

$

9,102,901,850

$

—

$

—

$

9,102,901,850

Short-Term

Securities

Money

Market

Funds

..........................................

162,729,507

—

—

162,729,507

$

9,265,631,357

$

—

$

—

$

9,265,631,357

Derivative

Financial

Instruments

(a)

Assets

Equity

Contracts

...............................................

$

1,398,088

$

—

$

—

$

1,398,088

a

(a)

Derivative

financial

instruments

are

futures

contracts.

Futures

contracts

are

valued

at

the

unrealized

appreciation

(depreciation)

on

the

instrument.

35

Financial

Statements

Statements

of

Assets

and

Liabilities

July

31,

2022

See

notes

to

financial

statements.

iShares

MSCI

USA

Momentum

Factor

ETF

iShares

MSCI

USA

Quality

Factor

ETF

iShares

MSCI

USA

Size

Factor

ETF

iShares

MSCI

USA

Value

Factor

ETF

ASSETS

Investments,

at

value

—

unaffiliated

(a)

(b)

....................................

$

9,997,975,184

‌

$

20,150,125,002

‌

$

345,643,972

‌

$

9,102,901,850

‌

Investments,

at

value

—

affiliated

(c)

.......................................

122,980,755

‌

294,945,465

‌

22,417,773

‌

162,729,507

‌

Cash

...........................................................

620,856

‌

1,090,190

‌

136,904

‌

834,019

‌

Cash

pledged:

Futures

contracts

.................................................

2,299,000

‌

3,920,000

‌

48,000

‌

922,000

‌

Receivables:

Securities

lending

income

—

affiliated

...................................

12,483

‌

186,255

‌

19,043

‌

15,817

‌

Capital

shares

sold

................................................

—

‌

247,865

‌

—

‌

—

‌

Dividends

—

unaffiliated

............................................

15,823,438

‌

22,884,607

‌

233,220

‌

19,714,253

‌

Dividends

—

affiliated

..............................................

15,508

‌

32,664

‌

430

‌

8,419

‌

Variation

margin

on

futures

contracts

....................................

446,575

‌

771,283

‌

8,219

‌

977,008

‌

Total

assets

......................................................

10,140,173,799

‌

20,474,203,331

‌

368,507,561

‌

9,288,102,873

‌

LIABILITIES

Collateral

on

securities

loaned

..........................................

96,965,828

‌

234,624,284

‌

21,395,954

‌

147,252,078

‌

Payables:

Investments

purchased

.............................................

—

‌

—

‌

—

‌

15,454,165

‌

Capital

shares

redeemed

............................................

72,753

‌

—

‌

—

‌

65,099

‌

Investment

advisory

fees

............................................

1,280,335

‌

2,462,835

‌

42,047

‌

1,152,506

‌

Total

liabilities

.....................................................

98,318,916

‌

237,087,119

‌

21,438,001

‌

163,923,848

‌

NET

ASSETS

.....................................................

$

10,041,854,883

‌

$

20,237,116,212

‌

$

347,069,560

‌

$

9,124,179,025

‌

NET

ASSETS

CONSIST

OF:

Paid-in

capital

.....................................................

$

13,129,212,413

‌

$

20,625,272,150

‌

$

419,515,577

‌

$

10,403,533,943

‌

Accumulated

loss

..................................................

(

3,087,357,530

)

(

388,155,938

)

(

72,446,017

)

(

1,279,354,918

)

NET

ASSETS

.....................................................

$

10,041,854,883

‌

$

20,237,116,212

‌

$

347,069,560

‌

$

9,124,179,025

‌

NET

ASSET

VALUE

Shares

outstanding

.................................................

70,050,000

‌

165,950,000

‌

2,900,000

‌

95,200,000

‌

Net

asset

value

....................................................

$

143.35

‌

$

121.95

‌

$

119.68

‌

$

95.84

‌

Shares

authorized

..................................................

Unlimited

Unlimited

Unlimited

Unlimited

Par

value

........................................................

None

None

None

None

(a)

Securities

loaned,

at

value

..........................................

$

96,993,398

‌

$

232,601,930

‌

$

20,650,899

‌

$

146,074,745

‌

(b)

Investments,

at

cost

—

unaffiliated

.....................................

$

9,946,959,558

‌

$

19,488,438,498

‌

$

382,945,782

‌

$

9,834,174,142

‌

(c)

Investments,

at

cost

—

affiliated

.......................................

$

122,966,558

‌

$

294,890,315

‌

$

22,483,549

‌

$

162,700,118

‌

36

2022

iShares

Annual

Report

to

Shareholders

Statements

of

Operations

Year

Ended

July

31,

2022

See

notes

to

financial

statements.

iShares

MSCI

USA

Momentum

Factor

ETF

iShares

MSCI

USA

Quality

Factor

ETF

iShares

MSCI

USA

Size

Factor

ETF

iShares

MSCI

USA

Value

Factor

ETF

INVESTMENT

INCOME

Dividends

—

unaffiliated

............................................

$

158,131,797

‌

$

314,049,482

‌

$

7,271,669

‌

$

370,478,247

‌

Dividends

—

affiliated

..............................................

2,557,419

‌

9,352,156

‌

19,006

‌

42,340

‌

Securities

lending

income

—

affiliated

—

net

...............................

350,200

‌

465,233

‌

91,436

‌

167,421

‌

Foreign

taxes

withheld

.............................................

(

33,476

)

—

‌

(

2,505

)

(

195,932

)

Total

investment

income

..............................................

161,005,940

‌

323,866,871

‌

7,379,606

‌

370,492,076

‌

EXPENSES

Investment

advisory

...............................................

19,781,761

‌

34,195,364

‌

758,991

‌

20,473,942

‌

Professional

fees

.................................................

217

‌

217

‌

217

‌

217

‌

Total

expenses

....................................................

19,781,978

‌

34,195,581

‌

759,208

‌

20,474,159

‌

Net

investment

income

...............................................

141,223,962

‌

289,671,290

‌

6,620,398

‌

350,017,917

‌

—

‌

—

‌

—

‌

—

‌

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

from:

Investments

—

unaffiliated

.........................................

(

2,412,676,465

)

(

572,107,957

)

3,642,211

‌

(

148,132,205

)

Investments

—

affiliated

...........................................

5,614,931

‌

91,158,853

‌

73,600

‌

(

56,224

)

Futures

contracts

...............................................

2,420,804

‌

94,820

‌

61,085

‌

(

6,000,379

)

In-kind

redemptions

(a)

.............................................

1,686,651,808

‌

2,364,215,764

‌

44,196,456

‌

2,118,456,941

‌

(

717,988,922

)

1,883,361,480

‌

47,973,352

‌

1,964,268,133

‌

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

—

unaffiliated

.........................................

(

1,663,259,582

)

(

4,460,112,149

)

(

85,902,315

)

(

2,913,296,759

)

Investments

—

affiliated

...........................................

(

39,510,047

)

(

216,507,221

)

(

242,385

)

28,748

‌

Futures

contracts

...............................................

1,521,125

‌

1,102,336

‌

(

6,764

)

906,884

‌

(

1,701,248,504

)

(

4,675,517,034

)

(

86,151,464

)

(

2,912,361,127

)

Net

realized

and

unrealized

loss

.........................................

(

2,419,237,426

)

(

2,792,155,554

)

(

38,178,112

)

(

948,092,994

)

NET

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

..............

$

(

2,278,013,464

)

$

(

2,502,484,264

)

$

(

31,557,714

)

$

(

598,075,077

)

(a)

See

Note

2

of

the

Notes

to

Financial

Statements.

37

Statements

of

Changes

in

Net

Assets

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

iShares

MSCI

USA

Momentum

Factor

ETF

iShares

MSCI

USA

Quality

Factor

ETF

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/22

Year

Ended

07/31/21

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

.........................................

$

141,223,962

‌

$

72,155,192

‌

$

289,671,290

‌

$

299,217,942

‌

Net

realized

gain

(loss)

.........................................

(

717,988,922

)

3,256,181,483

‌

1,883,361,480

‌

2,774,264,361

‌

Net

change

in

unrealized

appreciation

(depreciation)

.....................

(

1,701,248,504

)

(

402,909,021

)

(

4,675,517,034

)

3,639,151,389

‌

Net

increase

(decrease)

in

net

assets

resulting

from

operations

................

(

2,278,013,464

)

2,925,427,654

‌

(

2,502,484,264

)

6,712,633,692

‌

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

..............

(

120,180,940

)

(

63,350,348

)

(

281,237,239

)

(

308,371,260

)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

(decrease)

in

net

assets

derived

from

capital

share

transactions

......

(

2,052,967,728

)

983,484,853

‌

(

945,991,807

)

(

1,288,575,824

)

NET

ASSETS

Total

increase

(decrease)

in

net

assets

................................

(

4,451,162,132

)

3,845,562,159

‌

(

3,729,713,310

)

5,115,686,608

‌

Beginning

of

year

...............................................

14,493,017,015

‌

10,647,454,856

‌

23,966,829,522

‌

18,851,142,914

‌

End

of

year

...................................................

$

10,041,854,883

‌

$

14,493,017,015

‌

$

20,237,116,212

‌

$

23,966,829,522

‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

38

2022

iShares

Annual

Report

to

Shareholders

Statements

of

Changes

in

Net

Assets

(continued)

See

notes

to

financial

statements.

iShares

MSCI

USA

Size

Factor

ETF

iShares

MSCI

USA

Value

Factor

ETF

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/22

Year

Ended

07/31/21

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

.........................................

$

6,620,398

‌

$

11,615,377

‌

$

350,017,917

‌

$

277,183,388

‌

Net

realized

gain

.............................................

47,973,352

‌

238,730,831

‌

1,964,268,133

‌

852,462,176

‌

Net

change

in

unrealized

appreciation

(depreciation)

.....................

(

86,151,464

)

63,310,899

‌

(

2,912,361,127

)

2,512,056,697

‌

Net

increase

(decrease)

in

net

assets

resulting

from

operations

................

(

31,557,714

)

313,657,107

‌

(

598,075,077

)

3,641,702,261

‌

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

..............

(

7,036,092

)

(

12,325,649

)

(

379,603,795

)

(

237,616,292

)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

(decrease)

in

net

assets

derived

from

capital

share

transactions

......

(

289,200,521

)

(

368,039,930

)

(

5,843,830,740

)

6,930,558,612

‌

NET

ASSETS

Total

increase

(decrease)

in

net

assets

................................

(

327,794,327

)

(

66,708,472

)

(

6,821,509,612

)

10,334,644,581

‌

Beginning

of

year

...............................................

674,863,887

‌

741,572,359

‌

15,945,688,637

‌

5,611,044,056

‌

End

of

year

...................................................

$

347,069,560

‌

$

674,863,887

‌

$

9,124,179,025

‌

$

15,945,688,637

‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

39

Financial

Highlights

Financial

Highlights

(For

a

share

outstanding

throughout

each

period)

See

notes

to

financial

statements.

iShares

MSCI

USA

Momentum

Factor

ETF

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Year

Ended

07/31/18

Net

asset

value,

beginning

of

year

..........................

$

175.04

‌

$

140.10

‌

$

120.79

‌

$

111.68

‌

$

91.95

‌

Net

investment

income

(a)

................................

1

.79

‌

0

.85

‌

1

.50

‌

1

.67

‌

1

.32

‌

Net

realized

and

unrealized

gain

(loss)

(b)

......................

(

31.95

)

34.86

‌

19.53

‌

9

.03

‌

19.60

‌

Net

increase

(decrease)

from

investment

operations

...............

(

30.16

)

35.71

‌

21.03

‌

10.70

‌

20.92

‌

Distributions

from

net

investment

income

(c)

......................

(

1

.53

)

(

0

.77

)

(

1

.72

)

(

1

.59

)

(

1

.19

)

Net

asset

value,

end

of

year

..............................

$

143.35

‌

$

175.04

‌

$

140.10

‌

$

120.79

‌

$

111.68

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

.................................

(

17.35

)

%

25.57

%

17.71

%

9

.71

%

22.86

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

........................................

0

.15

%

0

.15

%

0

.15

%

0

.15

%

0

.15

%

Net

investment

income

...................................

1

.07

%

0

.53

%

1

.22

%

1

.49

%

1

.24

%

Supplemental

Data

Net

assets,

end

of

year

(000)

...............................

$

10,041,855

‌

$

14,493,017

‌

$

10,647,455

‌

$

10,176,170

‌

$

9,196,715

‌

Portfolio

turnover

rate

(f)

...................................

125

%

107

%

160

%

138

%

104

%

(a)

Based

on

average

shares

outstanding.

(b)

The

amounts

reported

for

a

share

outstanding

may

not

accord

with

the

change

in

aggregate

gains

and

losses

in

securities

for

the

fiscal

period

due

to

the

timing

of

capital

share

transactions

in

relation

to

the

fluctuating

market

values

of

the

Fund’s

underlying

securities.

(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

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(f)

Portfolio

turnover

rate

excludes

in-kind

transactions.

40

2022

iShares

Annual

Report

to

Shareholders

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

See

notes

to

financial

statements.

iShares

MSCI

USA

Quality

Factor

ETF

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Year

Ended

07/31/18

Net

asset

value,

beginning

of

year

..........................

$

137.31

‌

$

100.59

‌

$

92.73

‌

$

86.55

‌

$

75.09

‌

Net

investment

income

(a)

................................

1

.68

‌

1

.70

‌

1

.72

‌

1

.61

‌

1

.55

‌

Net

realized

and

unrealized

gain

(loss)

(b)

......................

(

15.41

)

36.79

‌

7

.71

‌

6

.16

‌

11.38

‌

Net

increase

(decrease)

from

investment

operations

...............

(

13.73

)

38.49

‌

9

.43

‌

7

.77

‌

12.93

‌

Distributions

from

net

investment

income

(c)

......................

(

1

.63

)

(

1

.77

)

(

1

.57

)

(

1

.59

)

(

1

.47

)

Net

asset

value,

end

of

year

..............................

$

121.95

‌

$

137.31

‌

$

100.59

‌

$

92.73

‌

$

86.55

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

.................................

(

10.09

)

%

38.63

%

10.38

%

9

.13

%

17.36

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

........................................

0

.15

%

0

.15

%

0

.15

%

0

.15

%

0

.15

%

Net

investment

income

...................................

1

.27

%

1

.45

%

1

.82

%

1

.85

%

1

.88

%

Supplemental

Data

Net

assets,

end

of

year

(000)

...............................

$

20,237,116

‌

$

23,966,830

‌

$

18,851,143

‌

$

10,913,780

‌

$

5,781,433

‌

Portfolio

turnover

rate

(f)

...................................

41

%

47

%

45

%

41

%

41

%

(a)

Based

on

average

shares

outstanding.

(b)

The

amounts

reported

for

a

share

outstanding

may

not

accord

with

the

change

in

aggregate

gains

and

losses

in

securities

for

the

fiscal

period

due

to

the

timing

of

capital

share

transactions

in

relation

to

the

fluctuating

market

values

of

the

Fund’s

underlying

securities.

(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

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(f)

Portfolio

turnover

rate

excludes

in-kind

transactions.

41

Financial

Highlights

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

See

notes

to

financial

statements.

iShares

MSCI

USA

Size

Factor

ETF

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Year

Ended

07/31/18

Net

asset

value,

beginning

of

year

..........................

$

131.04

‌

$

92.12

‌

$

91.99

‌

$

86.61

‌

$

78.73

‌

Net

investment

income

(a)

................................

1

.69

‌

1

.50

‌

1

.73

‌

1

.52

‌

1

.45

‌

Net

realized

and

unrealized

gain

(loss)

(b)

......................

(

11.21

)

38.96

‌

(

0

.13

)

5

.49

‌

8

.02

‌

Net

increase

(decrease)

from

investment

operations

...............

(

9

.52

)

40.46

‌

1

.60

‌

7

.01

‌

9

.47

‌

Distributions

from

net

investment

income

(c)

......................

(

1

.84

)

(

1

.54

)

(

1

.47

)

(

1

.63

)

(

1

.59

)

Net

asset

value,

end

of

year

..............................

$

119.68

‌

$

131.04

‌

$

92.12

‌

$

91.99

‌

$

86.61

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

.................................

(

7

.35

)

%

44.28

%

1

.91

%

8

.26

%

12.16

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

........................................

0

.15

%

0

.15

%

0

.15

%

0

.15

%

0

.15

%

Net

investment

income

...................................

1

.31

%

1

.34

%

1

.93

%

1

.74

%

1

.75

%

Supplemental

Data

Net

assets,

end

of

year

(000)

...............................

$

347,070

‌

$

674,864

‌

$

741,572

‌

$

377,167

‌

$

207,862

‌

Portfolio

turnover

rate

(f)

...................................

25

%

23

%

29

%

30

%

17

%

(a)

Based

on

average

shares

outstanding.

(b)

The

amounts

reported

for

a

share

outstanding

may

not

accord

with

the

change

in

aggregate

gains

and

losses

in

securities

for

the

fiscal

period

due

to

the

timing

of

capital

share

transactions

in

relation

to

the

fluctuating

market

values

of

the

Fund’s

underlying

securities.

(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

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(f)

Portfolio

turnover

rate

excludes

in-kind

transactions.

42

2022

iShares

Annual

Report

to

Shareholders

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

See

notes

to

financial

statements.

iShares

MSCI

USA

Value

Factor

ETF

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Year

Ended

07/31/18

Net

asset

value,

beginning

of

year

.........................

$

104.29

‌

$

72.97

‌

$

82.49

‌

$

85.39

‌

$

75.00

‌

Net

investment

income

(a)

...............................

2

.66

‌

2

.33

‌

2

.37

‌

2

.23

‌

1

.84

‌

Net

realized

and

unrealized

gain

(loss)

(b)

.....................

(

8

.22

)

30.96

‌

(

9

.65

)

(

2

.92

)

10.40

‌

Net

increase

(decrease)

from

investment

operations

..............

(

5

.56

)

33.29

‌

(

7

.28

)

(

0

.69

)

12.24

‌

Distributions

from

net

investment

income

(c)

.....................

(

2

.89

)

(

1

.97

)

(

2

.24

)

(

2

.21

)

(

1

.85

)

Net

asset

value,

end

of

year

.............................

$

95.84

‌

$

104.29

‌

$

72.97

‌

$

82.49

‌

$

85.39

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

................................

(

5

.48

)

%

46.10

%

(

8

.83

)

%

(

0

.68

)

%

16.47

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

.......................................

0

.15

%

0

.15

%

0

.15

%

0

.15

%

0

.15

%

Net

investment

income

..................................

2

.57

%

2

.47

%

3

.04

%

2

.74

%

2

.24

%

Supplemental

Data

Net

assets,

end

of

year

(000)

..............................

$

9,124,179

‌

$

15,945,689

‌

$

5,611,044

‌

$

3,485,258

‌

$

3,786,862

‌

Portfolio

turnover

rate

(f)

..................................

17

%

28

%

33

%

35

%

18

%

(a)

Based

on

average

shares

outstanding.

(b)

The

amounts

reported

for

a

share

outstanding

may

not

accord

with

the

change

in

aggregate

gains

and

losses

in

securities

for

the

fiscal

period

due

to

the

timing

of

capital

share

transactions

in

relation

to

the

fluctuating

market

values

of

the

Fund’s

underlying

securities.

(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

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(f)

Portfolio

turnover

rate

excludes

in-kind

transactions.

Notes

to

Financial

Statements

43

Notes

to

Financial

Statements

1.

Organization

iShares

Trust

(the

“Trust”)

is

registered

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“1940

Act”),

as

an

open-end

management

investment

company.

The

Trust

is

organized

as

a

Delaware

statutory

trust

and

is

authorized

to

have

multiple

series

or

portfolios.

These

financial

statements

relate

only

to

the

following

funds

(each,

a

“Fund”

and

collectively,

the

“Funds”):

2.

Significant

Accounting

Policies

The

financial

statements

are

prepared

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“U.S.

GAAP”),

which

may

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities

in

the

financial

statements,

disclosure

of

contingent

assets

and

liabilities

at

the

date

of

the

financial

statements

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

reporting

period.

Actual

results

could

differ

from

those

estimates. Each

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

using

the

specific

identification

method. Dividend

income

and

capital

gain

distributions,

if

any,

are

recorded

on

the

ex-dividend

date.

Non-cash

dividends,

if

any,

are

recorded

on

the

ex-dividend

date

at

fair

value. Dividends

from

foreign

securities

where

the

ex-dividend

date

may

have

passed

are

subsequently

recorded

when

the

Funds

are

informed

of

the

ex-dividend

date.

Under

the

applicable

foreign

tax

laws,

a

withholding

tax

at

various

rates

may

be

imposed

on

capital

gains,

dividends

and

interest. Upon

notification

from

issuers

or

as

estimated

by

management,

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.

Foreign

Taxes:

The

Funds

may

be

subject

to

foreign

taxes

(a

portion

of

which

may

be

reclaimable)

on

income,

stock

dividends,

capital

gains

on

investments,

or

certain

foreign

currency

transactions.

All

foreign

taxes

are

recorded

in

accordance

with

the

applicable

foreign

tax

regulations

and

rates

that

exist

in

the

foreign

jurisdictions

in

which

each

Fund

invests.

These

foreign

taxes,

if

any,

are

paid

by

each

Fund

and

are

reflected

in

its

Statements

of

Operations

as

follows:

foreign

taxes

withheld

at

source

are

presented

as

a

reduction

of

income,

foreign

taxes

on

securities

lending

income

are

presented

as

a

reduction

of

securities

lending

income,

foreign

taxes

on

stock

dividends

are

presented

as

“Other

foreign

taxes”,

and

foreign

taxes

on

capital

gains

from

sales

of

investments

and

foreign

taxes

on

foreign

currency

transactions

are

included

in

their

respective

net

realized

gain

(loss)

categories.

Foreign

taxes

payable

or

deferred

as

of

July

31,

2022,

if

any,

are

disclosed

in

the

Statements

of

Assets

and

Liabilities.

The Funds

file

withholding

tax

reclaims

in

certain

jurisdictions

to

recover

a

portion

of

amounts

previously

withheld.

The

Funds

may

record

a

reclaim

receivable

based

on

collectability,

which

includes

factors

such

as

the

jurisdiction’s

applicable

laws,

payment

history

and

market

convention.

The

Statements

of

Operations

includes

tax

reclaims

recorded

as

well

as

professional

and

other

fees,

if

any,

associated

with

recovery

of

foreign

withholding

taxes.

Collateralization:

If

required

by

an

exchange

or

counterparty

agreement,

the

Funds

may

be

required

to

deliver/deposit

cash

and/or

securities

to/with

an

exchange,

or

broker-

dealer

or

custodian

as

collateral

for

certain

investments. 

In-kind

Redemptions:

For

financial

reporting

purposes,

in-kind

redemptions

are

treated

as

sales

of

securities

resulting

in

realized

capital

gains

or

losses

to

the

Funds.

Because

such

gains

or

losses

are

not

taxable

to

the

Funds

and

are

not

distributed

to

existing

Fund

shareholders,

the

gains

or

losses

are

reclassified

from

accumulated

net

realized

gain

(loss)

to

paid-in

capital

at

the

end

of

the

Funds’

tax

year.

These

reclassifications

have

no

effect

on

net

assets

or

net

asset

value

(“NAV”)

per

share.

Distributions:

Dividends

and

distributions

paid

by

each

Fund

are

recorded

on

the

ex-dividend

dates.

Distributions

are

determined

on

a

tax

basis

and

may

differ

from

net

investment

income

and

net

realized

capital

gains

for

financial

reporting

purposes.

Dividends

and

distributions

are

paid

in

U.S.

dollars

and

cannot

be

automatically

reinvested

in

additional

shares

of

the

Funds.

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,

each

Fund

enters

into

contracts

that

contain

a

variety

of

representations

that

provide

general

indemnification.

The

Funds’

maximum

exposure

under

these

arrangements

is

unknown

because

it

involves

future

potential

claims

against

the

Funds,

which

cannot

be

predicted

with

any

certainty.

3.

Investment

Valuation

and

Fair

Value

Measurements

Investment

Valuation

Policies:

Each

Fund’s

investments

are

valued

at

fair

value

(also

referred

to

as

“market

value”

within

the

financial

statements)

each

day

that

the

Fund’s

listing

exchange

is

open

and,

for

financial

reporting

purposes,

as

of

the

report

date.

U.S.

GAAP

defines

fair

value

as

the

price

a

fund

would

receive

to

sell

an

asset

or

pay

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date.

Each

Fund

determines

the

fair

values

of

its

financial

instruments

using

various

independent

dealers

or

pricing

services

under

policies

approved

by

the

Board

of

Trustees

of

the

Trust

(the

“Board”).

If

a

security’s

market

price

is

not

readily

available

or

does

not

otherwise

accurately

represent

the

fair

value

of

the

security,

the

security

will

be

valued

in

accordance

with

a

policy

approved

by

the

Board

as

reflecting

fair

value.

The

BlackRock

Global

Valuation

Methodologies

Committee

(the

“Global

Valuation

Committee”)

is

the

committee

formed

by

management

to

develop

global

pricing

policies

and

procedures

and

to

oversee

the

pricing

function

for

all

financial

instruments. 

iShares

ETF

Diversification

Classification

MSCI

USA

Momentum

Factor

............................................................................................

Diversified

MSCI

USA

Quality

Factor

...............................................................................................

Diversified

MSCI

USA

Size

Factor

.................................................................................................

Diversified

MSCI

USA

Value

Factor

................................................................................................

Diversified

Notes

to

Financial

Statements

(continued)

44

2022

iShares

Annual

Report

to

Shareholders

Fair

Value

Inputs

and

Methodologies:

The

following

methods

and

inputs

are

used

to

establish

the

fair

value

of each

Fund’s

assets

and

liabilities:

Equity

investments

traded

on

a

recognized

securities

exchange

are

valued

at

that

day’s

official

closing

price,

as

applicable,

on

the

exchange

where

the

stock

is

primarily

traded.

Equity

investments

traded

on

a

recognized

exchange

for

which

there

were

no

sales

on

that

day

are

valued

at

the

last

traded

price.

Investments

in

open-end

U.S.

mutual

funds

(including

money

market

funds)

are

valued

at

that

day’s

published

NAV.

Futures

contracts

are

valued

based

on

that

day’s

last

reported

settlement

or

trade

price

on

the

exchange

where

the

contract

is

traded.

If

events

(e.g., market

volatility,

company

announcement

or

a

natural

disaster)

occur

that

are

expected

to

materially

affect

the

value

of

such

investment,

or

in

the

event

that

application

of

these

methods

of

valuation

results

in

a

price

for

an

investment

that

is

deemed

not

to

be

representative

of

the

market

value

of

such

investment,

or

if

a

price

is

not

available,

the

investment

will

be

valued

by

the

Valuation

Committee,

in

accordance

with the

Manager's

policies

and

procedures

as

reflecting

fair

value

(“Fair

Valued

Investments”).

The

fair

valuation

approaches

that

may

be

used

by

the

Valuation

Committee

include

market

approach,

income

approach

and

cost

approach.

Valuation

techniques

such

as

discounted

cash

flow,

use

of

market

comparables

and

matrix

pricing

are

types

of

valuation

approaches

and

are

typically

used

in

determining

fair

value.

When

determining

the

price

for

Fair

Valued

Investments,

the

Valuation

Committee

seeks

to

determine

the

price

that each

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

Valuation

Committee

deems

relevant

and

consistent

with

the

principles

of

fair

value

measurement.

Fair

value

pricing

could

result

in

a

difference

between

the

prices

used

to

calculate

a

fund’s

NAV

and

the

prices

used

by

the

fund’s

underlying

index,

which

in

turn

could

result

in

a

difference

between

the

fund’s

performance

and

the

performance

of

the

fund’s

underlying

index.

Fair

Value

Hierarchy:

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

These

inputs

to

valuation

techniques

are

categorized

into

a

fair

value

hierarchy

consisting

of

three

broad

levels

for

financial

reporting

purposes

as

follows:

Level

1

–

Unadjusted

price

quotations

in

active markets/exchanges

for

identical

assets

or

liabilities that each

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);

and

Level

3

–

Unobservable

inputs

based

on

the

best

information

available

in

the

circumstances,

to

the

extent observable

inputs are

not

available,

(including

the

Valuation

Committee’s

assumptions

used

in determining the

fair value

of

financial instruments).

The

hierarchy

gives

the

highest

priority

to

unadjusted

quoted

prices

in

active

markets

for

identical

assets

or

liabilities

(Level

1

measurements)

and

the

lowest

priority

to

unobservable

inputs

(Level

3

measurements).

Accordingly,

the

degree

of

judgment

exercised

in

determining

fair

value

is

greatest

for

instruments

categorized

in

Level

3.

The

inputs

used

to

measure

fair

value

may

fall

into

different

levels

of

the

fair

value

hierarchy.

In

such

cases,

for

disclosure

purposes,

the

fair

value

hierarchy

classification

is

determined

based

on

the

lowest

level

input

that

is

significant

to

the

fair

value

measurement

in

its

entirety.

Investments

classified

within

Level

3

have

significant

unobservable

inputs

used

by

the

Valuation

Committee

in

determining

the

price

for

Fair

Valued

Investments.

Level

3

investments

include

equity

or

debt

issued

by

privately

held

companies

or

funds

that

may

not

have

a

secondary

market

and/or

may

have

a

limited

number

of

investors.

The

categorization

of

a

value

determined

for

financial

instruments

is

based

on

the

pricing

transparency

of

the

financial

instruments

and

is

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

4.

Securities

and

Other

Investments 

Securities

Lending:

Each

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

an

approved

bank,

or

securities

issued

or

guaranteed

by

the

U.S.

government.

The

initial

collateral

received

by

each

Fund

is

required

to

have

a

value

of

at

least

102%

of

the

current

market

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

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

is

returned

by

the

Fund,

on

the

next

business

day.

During

the

term

of

the

loan,

each

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.

As

of

period

end,

any

securities

on

loan

were

collateralized

by

cash

and/or

U.S.

Government

obligations.

Cash

collateral

invested

in

money

market

funds

managed

by

BlackRock

Fund

Advisors

(“BFA”),

the

Funds’

investment

adviser,

or

its

affiliates

is

disclosed

in

the

Schedule

of

Investments.

Any

non-cash

collateral

received

cannot

be

sold,

re-invested

or

pledged

by

the

Fund,

except

in

the

event

of

borrower

default.

The

securities

on

loan,

if

any,

are

also

disclosed

in

each

Fund’s

Schedule

of

Investments.

The

market

value

of

any

securities

on

loan

and

the

value

of

any

related

cash

collateral

are

disclosed

in

the Statements

of

Assets

and

Liabilities.

Securities

lending

transactions

are

entered

into

by

the

Funds

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

Funds,

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

Funds

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.

Notes

to

Financial

Statements

(

continued)

45

Notes

to

Financial

Statements

As

of

period

end,

the

following

table

is

a

summary

of

the

securities

on

loan

by

counterparty

which

are

subject

to

offset

under

an

MSLA:

iShares

ETF

and

Counterparty

Securities

Loaned

at

Value

Cash

Collateral

Received

(a)

Non-Cash

Collateral

Received,

at

Fair

Value

(a)

Net

Amount

MSCI

USA

Momentum

Factor

Barclays

Bank

PLC

...............................................

$

6,602,186‌

$

(

6,602,186‌

)

$

—‌

$

—‌

Barclays

Capital,

Inc.

.............................................

7,633,575‌

(

7,421,009‌

)

—‌

212,566‌

(b)

BNP

Paribas

SA

.................................................

27,375,136‌

(

27,375,136‌

)

—‌

—‌

BofA

Securities,

Inc.

..............................................

108,548‌

(

108,548‌

)

—‌

—‌

Citigroup

Global

Markets,

Inc.

........................................

7,562‌

(

7,339‌

)

—‌

222‌

(b)

Credit

Suisse

Securities

(USA)

LLC

....................................

94,320‌

(

94,320‌

)

—‌

—‌

Goldman

Sachs

&

Co.

LLC

.........................................

251,019‌

(

251,019‌

)

—‌

—‌

HSBC

Bank

PLC

................................................

550,310‌

(

550,310‌

)

—‌

—‌

J.P.

Morgan

Securities

LLC

.........................................

17,776,220‌

(

17,776,220‌

)

—‌

—‌

Jefferies

LLC

...................................................

16,456‌

(

16,456‌

)

—‌

—‌

Morgan

Stanley

.................................................

12,339,670‌

(

12,202,673‌

)

—‌

136,997‌

(b)

RBC

Capital

Markets

LLC

..........................................

2,027,617‌

(

2,004,121‌

)

—‌

23,496‌

(b)

SG

Americas

Securities

LLC

........................................

715,740‌

(

715,740‌

)

—‌

—‌

State

Street

Bank

&

Trust

Co.

........................................

10,048,506‌

(

10,048,506‌

)

—‌

—‌

UBS

AG

......................................................

6,917,933‌

(

6,777,805‌

)

—‌

140,128‌

(b)

UBS

Securities

LLC

..............................................

2,357,506‌

(

2,342,236‌

)

—‌

15,270‌

(b)

Virtu

Americas

LLC

...............................................

2,171,094‌

(

2,171,094‌

)

—‌

—‌

$

96,993,398‌

$

(

96,464,718‌

)

$

—‌

$

528,679‌

a

MSCI

USA

Quality

Factor

Barclays

Bank

PLC

...............................................

4,446,201‌

(

4,446,201‌

)

—‌

—‌

Barclays

Capital,

Inc.

.............................................

890,904‌

(

890,904‌

)

—‌

—‌

BNP

Paribas

SA

.................................................

12,085,229‌

(

11,932,563‌

)

—‌

152,666‌

(b)

BofA

Securities,

Inc.

..............................................

31,499,467‌

(

31,499,467‌

)

—‌

—‌

Citigroup

Global

Markets,

Inc.

........................................

29,438,845‌

(

29,438,845‌

)

—‌

—‌

Deutsche

Bank

Securities,

Inc.

.......................................

3,400‌

(

3,400‌

)

—‌

—‌

Goldman

Sachs

&

Co.

LLC

.........................................

16,666,596‌

(

16,666,596‌

)

—‌

—‌

HSBC

Bank

PLC

................................................

7,741,932‌

(

7,724,364‌

)

—‌

17,568‌

(b)

J.P.

Morgan

Securities

LLC

.........................................

5,469,156‌

(

5,469,156‌

)

—‌

—‌

Jefferies

LLC

...................................................

6,778,000‌

(

6,778,000‌

)

—‌

—‌

Morgan

Stanley

.................................................

47,666,016‌

(

47,666,016‌

)

—‌

—‌

RBC

Capital

Markets

LLC

..........................................

19,026,123‌

(

19,026,123‌

)

—‌

—‌

Scotia

Capital

(USA),

Inc.

..........................................

90,801‌

(

90,801‌

)

—‌

—‌

SG

Americas

Securities

LLC

........................................

5,781,048‌

(

5,781,048‌

)

—‌

—‌

UBS

AG

......................................................

37,421,762‌

(

37,198,670‌

)

—‌

223,092‌

(b)

UBS

Securities

LLC

..............................................

5,796,319‌

(

5,720,738‌

)

—‌

75,581‌

(b)

Virtu

Americas

LLC

...............................................

794,220‌

(

794,220‌

)

—‌

—‌

Wells

Fargo

Bank

N.A.

............................................

1,005,911‌

(

1,004,881‌

)

—‌

1,030‌

(b)

$

232,601,930‌

$

(

232,131,993‌

)

$

—‌

$

469,937‌

a

MSCI

USA

Size

Factor

Barclays

Bank

PLC

...............................................

43,271‌

(

43,271‌

)

—‌

—‌

Barclays

Capital,

Inc.

.............................................

186,877‌

(

186,877‌

)

—‌

—‌

BNP

Paribas

SA

.................................................

4,131,457‌

(

4,131,457‌

)

—‌

—‌

BofA

Securities,

Inc.

..............................................

1,276,771‌

(

1,276,771‌

)

—‌

—‌

Citigroup

Global

Markets,

Inc.

........................................

1,239,512‌

(

1,239,512‌

)

—‌

—‌

Credit

Suisse

Securities

(USA)

LLC

....................................

80,710‌

(

80,710‌

)

—‌

—‌

Goldman

Sachs

&

Co.

LLC

.........................................

1,878,025‌

(

1,878,025‌

)

—‌

—‌

HSBC

Bank

PLC

................................................

1,491,600‌

(

1,491,600‌

)

—‌

—‌

J.P.

Morgan

Securities

LLC

.........................................

3,530,733‌

(

3,530,733‌

)

—‌

—‌

Jefferies

LLC

...................................................

4,770‌

(

4,770‌

)

—‌

—‌

Morgan

Stanley

.................................................

1,675,892‌

(

1,675,892‌

)

—‌

—‌

RBC

Capital

Markets

LLC

..........................................

520,258‌

(

520,258‌

)

—‌

—‌

Scotia

Capital

(USA),

Inc.

..........................................

294,509‌

(

294,509‌

)

—‌

—‌

State

Street

Bank

&

Trust

Co.

........................................

409,899‌

(

409,899‌

)

—‌

—‌

Toronto

Dominion

Bank

............................................

642,179‌

(

642,179‌

)

—‌

—‌

UBS

AG

......................................................

1,689,543‌

(

1,689,543‌

)

—‌

—‌

Wells

Fargo

Bank

N.A.

............................................

366,495‌

(

366,495‌

)

—‌

—‌

Wells

Fargo

Securities

LLC

.........................................

1,188,398‌

(

1,188,398‌

)

—‌

—‌

$

20,650,899‌

$

(

20,650,899‌

)

$

—‌

$

—‌

a

Notes

to

Financial

Statements

(continued)

46

2022

iShares

Annual

Report

to

Shareholders

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,

each

Fund

benefits

from

a

borrower

default

indemnity

provided

by

BlackRock,

Inc.

(“BlackRock”).

BlackRock’s

indemnity

allows

for

full

replacement

of

the

securities

loaned

to

the

extent

the

collateral

received

does

not

cover

the

value

of

the

securities

loaned

in

the

event

of

borrower

default.

Each

Fund

could

incur

a

loss

if

the

value

of

an

investment

purchased

with

cash

collateral

falls

below

the

market

value

of

the

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

each

Fund.

5.

Derivative

Financial

Instruments

Futures

Contracts:

Futures

contracts

are

purchased

or

sold

to

gain

exposure

to,

or

manage

exposure

to,

changes

in

interest

rates

(interest

rate

risk)

and

changes

in

the

value

of

equity

securities

(equity

risk)

or

foreign

currencies

(foreign

currency

exchange

rate

risk).

Futures

contracts

are

exchange-traded

agreements

between

the Funds

and

a

counterparty

to

buy

or

sell

a

specific

quantity

of

an

underlying

instrument

at

a

specified

price

and

on

a

specified

date.

Depending

on

the

terms

of

a

contract,

it

is

settled

either

through

physical

delivery

of

the

underlying

instrument

on

the

settlement

date

or

by

payment

of

a

cash

amount

on

the

settlement

date.

Upon

entering

into

a

futures

contract,

the Funds

are

required

to

deposit

initial

margin

with

the

broker

in

the

form

of

cash

or

securities

in

an

amount

that

varies

depending

on

a

contract’s

size

and

risk

profile.

The

initial

margin

deposit

must

then

be

maintained

at

an

established

level

over

the

life

of

the

contract.

Amounts

pledged,

which

are

considered

restricted,

are

included

in

cash

pledged

for

futures

contracts

in

the

Statements

of

Assets

and

Liabilities.

Securities

deposited

as

initial

margin

are

designated

in

the

Schedule

of

Investments

and

cash

deposited,

if

any,

are

shown

as

cash

pledged

for

futures

contracts

in

the

Statements

of

Assets

and

Liabilities.

Pursuant

to

the

contract,

the Funds

agree

to

receive

from

or

pay

to

the

broker

an

amount

of

cash

equal

to

the

daily

fluctuation

in

market

value

of

the

contract

(“variation

margin”).

Variation

margin

is

recorded

as

unrealized

appreciation

(depreciation)

and,

if

any,

shown

as

variation

margin

receivable

(or

payable)

on

futures

contracts

in

the

Statements

of

Assets

and

Liabilities.

When

the

contract

is

closed,

a

realized

gain

or

loss

is

recorded

in

the

Statements

of

Operations

equal

to

the

difference

between

the

notional

amount

of

the

contract

at

the

time

it

was

opened

and

the

notional

amount

at

the

time

it

was

closed.

The

use

of

futures

contracts

involves

the

risk

of

an

imperfect

correlation

in

the

movements

in

the

price

of

futures

contracts

and

interest

rates,

foreign

currency

exchange

rates

or

underlying

assets. 

iShares

ETF

and

Counterparty

Securities

Loaned

at

Value

Cash

Collateral

Received

(a)

Non-Cash

Collateral

Received,

at

Fair

Value

(a)

Net

Amount

MSCI

USA

Value

Factor

Barclays

Bank

PLC

...............................................

$

773,616‌

$

(

773,616‌

)

$

—‌

$

—‌

Barclays

Capital,

Inc.

.............................................

4,551,470‌

(

4,495,846‌

)

—‌

55,624‌

(b)

BNP

Paribas

SA

.................................................

14,826,020‌

(

14,826,020‌

)

—‌

—‌

BofA

Securities,

Inc.

..............................................

9,457,285‌

(

9,457,285‌

)

—‌

—‌

Citigroup

Global

Markets,

Inc.

........................................

7,159,404‌

(

7,005,963‌

)

—‌

153,441‌

(b)

Credit

Suisse

Securities

(USA)

LLC

....................................

81,728‌

(

81,728‌

)

—‌

—‌

Goldman

Sachs

&

Co.

LLC

.........................................

34,708,941‌

(

34,393,023‌

)

—‌

315,918‌

(b)

HSBC

Bank

PLC

................................................

1,960,032‌

(

1,960,032‌

)

—‌

—‌

J.P.

Morgan

Securities

LLC

.........................................

4,890,180‌

(

4,890,180‌

)

—‌

—‌

Jefferies

LLC

...................................................

4,436,115‌

(

4,436,115‌

)

—‌

—‌

Morgan

Stanley

.................................................

5,931,321‌

(

5,916,933‌

)

—‌

14,388‌

(b)

RBC

Capital

Markets

LLC

..........................................

41,540,003‌

(

41,540,003‌

)

—‌

—‌

Scotia

Capital

(USA),

Inc.

..........................................

3,726,808‌

(

3,725,918‌

)

—‌

890‌

(b)

SG

Americas

Securities

LLC

........................................

1,917,804‌

(

1,917,804‌

)

—‌

—‌

State

Street

Bank

&

Trust

Co.

........................................

2,174,673‌

(

2,143,947‌

)

—‌

30,726‌

(b)

Toronto

Dominion

Bank

............................................

1,113,959‌

(

1,100,345‌

)

—‌

13,614‌

(b)

UBS

AG

......................................................

422,445‌

(

412,638‌

)

—‌

9,807‌

(b)

UBS

Securities

LLC

..............................................

3,177,296‌

(

3,177,296‌

)

—‌

—‌

Virtu

Americas

LLC

...............................................

2,671,750‌

(

2,662,421‌

)

—‌

9,329‌

(b)

Wells

Fargo

Bank

N.A.

............................................

553,895‌

(

551,972‌

)

—‌

1,923‌

(b)

$

146,074,745‌

$

(

145,469,085‌

)

$

—‌

$

605,660‌

a

(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.

(b)

The

market

value

of

the

loaned

securities

is

determined

as

of

July

31,

2022.

Additional

collateral

is

delivered

to

the

Fund

on

the

next

business

day

in

accordance

with

the

MSLA.

The

net

amount

would

be

subject

to

the

borrower

default

indemnity

in

the

event

of

default

by

a

counterparty.

Notes

to

Financial

Statements

(

continued)

47

Notes

to

Financial

Statements

6.

Investment

Advisory

Agreement

and

Other

Transactions

with

Affiliates 

Investment

Advisory

Fees:

Pursuant

to

an

Investment

Advisory

Agreement

with

the

Trust, BFA manages

the

investment

of

each

Fund’s

assets.

BFA

is

a

California

corporation

indirectly

owned

by BlackRock.

Under

the

Investment

Advisory

Agreement,

BFA

is

responsible

for

substantially

all

expenses

of

the

Funds,

except

(i)

interest

and

taxes;

(ii)

brokerage

commissions

and

other

expenses

connected

with

the

execution

of

portfolio

transactions;

(iii)

distribution

fees;

(iv)

the

advisory

fee

payable

to

BFA;

and

(v)

litigation

expenses

and

any

extraordinary

expenses

(in

each

case

as

determined

by

a

majority

of

the

independent

trustees).

For

its

investment

advisory

services

to

each

of

the

following

Funds,

BFA

is

entitled

to

an

annual

investment

advisory

fee,

accrued

daily

and

paid

monthly

by

the

Funds,

based

on

the

average

daily

net

assets

of

each

Fund

as

follows:

Distributor:

 BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

BFA,

is

the

distributor

for

each

Fund.

Pursuant

to

the

distribution

agreement,

BFA

is

responsible

for

any

fees

or

expenses

for

distribution

services

provided

to

the

Funds.

ETF

Servicing

Fees:

Each

Fund

has

entered

into

an

ETF

Services

Agreement

with

BRIL

to

perform

certain

order

processing,

Authorized

Participant

communications,

and

related

services

in

connection

with

the

issuance

and

redemption

of

Creation

Units

(“ETF

Services”).

BRIL

is

entitled

to

a

transaction

fee

from

Authorized

Participants

on

each

creation

or

redemption

order

for

the

ETF

Services

provided.

The

Funds

do

not

pay

BRIL

for

ETF

Services.

Prior

to April

25,

2022,

ETF

Services

were

performed

by

State

Street

Bank

and

Trust

Company. 

Securities

Lending:

The

U.S.

Securities

and

Exchange

Commission

(the

“SEC”)

has

issued

an

exemptive

order

which

permits

BlackRock

Institutional

Trust

Company,

N.A.

(“BTC”),

an

affiliate

of

BFA,

to

serve

as

securities

lending

agent

for

the

Funds,

subject

to

applicable

conditions.

As

securities

lending

agent,

BTC

bears

all

operational

costs

directly

related

to

securities

lending,

including

any

custodial

costs.

Each

Fund

is

responsible

for

fees

in

connection

with

the

investment

of

cash

collateral

received

for

securities

on

loan

(the

“collateral

investment

fees”).

The

cash

collateral

is

invested

in

a

money

market

fund,

BlackRock

Cash

Funds:

Institutional

or

BlackRock

Cash

Funds:

Treasury,

managed

by

BFA,

or

its

affiliates.

However,

BTC

has

agreed

to

reduce

the

amount

of

securities

lending

income

it

receives

in

order

to

effectively

limit

the

collateral

investment

fees

each

Fund

bears

to

an

annual

rate

of

0.04%.

The

SL

Agency

Shares

of

such

money

market

fund

will

not

be

subject

to

a

sales

load,

distribution

fee

or

service

fee.

The

money

market

fund

in

which

the

cash

collateral

has

been

invested

may,

under

certain

circumstances,

impose

a

liquidity

fee

of

up

to

2%

of

the

value

redeemed

or

temporarily

restrict

redemptions

for

up

to

10

business

days

during

a

90

day

period,

in

the

event

that

the

money

market

fund’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

fees.

Each

Fund

retains

a

portion

of

securities

lending

income

and

remits

the

remaining

portion

to

BTC

as

compensation

for

its

services

as

securities

lending

agent.

Pursuant

to

the

current

securities

lending

agreement,

each

Fund

retains

81%

of

securities

lending

income

(which

excludes

collateral

investment

fees)

and

the

amount

retained

can

never

be

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

In

addition,

commencing

the

business

day

following

the

date

that

the

aggregate

securities

lending

income

plus

the

collateral

investment

fees

generated

across

all

1940

Act

iShares

exchange-traded

funds

(the

“iShares

ETF

Complex”)

in

that

calendar

year

exceeds

a

specified

threshold,

each

Fund,

pursuant

to

the

securities

lending

agreement,

will

retain

for

the

remainder

of

that

calendar

year

81%

of

securities

lending

income

(which

excludes

collateral

investment

fees),

and

the

amount

retained

can

never

be

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

Prior

to

January

1,

2022,

each

Fund

retained

77%

of

securities

lending

income

(which

excludes

collateral

investment

fees)

and

the

amount

retained

was

not

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

In

addition,

commencing

the

business

day

following

the

date

that

the

aggregate

securities

lending

income

plus

the

collateral

investment

fees

generated

across

the

iShares

ETF

Complex

in

a

calendar

year

exceeded

a

specified

threshold,

each

Fund,

pursuant

to

the

securities

lending

agreement,

retained

for

the

remainder

of

that

calendar

year

81%

of

securities

lending

income

(which

excludes

collateral

investment

fees),

and

the

amount

retained

could

never

be

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

The

share

of

securities

lending

income

earned

by

each

Fund

is

shown

as

securities

lending

income

–

affiliated

–

net

in

its Statements

of

Operations.

For

the year

ended 

July

31,

2022

,

the

Funds

paid

BTC

the

following

amounts

for

securities

lending

agent

services:

Officers

and

Trustees:

Certain

officers

and/or

trustees

of

the

Trust

are

officers

and/or trustees

of

BlackRock

or

its

affiliates.

Other

Transactions:

Cross

trading

is

the

buying

or

selling

of

portfolio

securities

between

funds

to

which

BFA

(or

an

affiliate)

serves

as

investment

adviser.

At

its

regularly

scheduled

quarterly

meetings,

the

Board

reviews

such

transactions

as

of

the

most

recent

calendar

quarter

for

compliance

with

the

requirements

and

restrictions

set

forth

by

Rule

17a-7.

iShares

ETF

Investment

Advisory

Fees

MSCI

USA

Momentum

Factor

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.15%

MSCI

USA

Quality

Factor

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.15

MSCI

USA

Size

Factor

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.15

MSCI

USA

Value

Factor

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.15

iShares

ETF

Fees

Paid

to

BTC

MSCI

USA

Momentum

Factor

...........................................................................................

$

137,755

‌

MSCI

USA

Quality

Factor

..............................................................................................

152,077

‌

MSCI

USA

Size

Factor

................................................................................................

28,602

‌

MSCI

USA

Value

Factor

...............................................................................................

67,970

‌

Notes

to

Financial

Statements

(continued)

48

2022

iShares

Annual

Report

to

Shareholders

For

the

year

ended

July

31,

2022

,

transactions

executed

by

the

Funds

pursuant

to

Rule

17a-7

under

the

1940

Act

were

as

follows:

Each

Fund

may

invest

its

positive

cash

balances

in

certain

money

market

funds

managed

by

BFA

or

an

affiliate.

The

income

earned

on

these

temporary

cash

investments

is

shown

as

dividends

–

affiliated

in

the

Statements

of

Operations.

A

fund,

in

order

to

improve

its

portfolio

liquidity

and

its

ability

to

track

its

underlying

index,

may

invest

in

shares

of

other

iShares

funds

that

invest

in

securities

in

the

fund’s

underlying

index.

7.

Purchases

and

Sales

For

the year

ended

July

31,

2022

,

purchases

and

sales

of

investments,

excluding

short-term

investments

and

in-kind

transactions,

were

as

follows:

For

the year

ended

July

31,

2022

,

in-kind

transactions

were

as

follows:

8.

Income

Tax

Information

Each

Fund

is

treated

as

an

entity

separate

from

the

Trust’s

other

funds

for

federal

income

tax

purposes.

It

is

each

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.

Management

has

analyzed

tax

laws

and

regulations

and

their

application

to

the

Funds

as

of

July

31,

2022,

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

Funds’

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

NAV

per

share.

As

of

July

31,

2022

,

permanent

differences

attributable

to

distributions

paid

in

excess

of

taxable

income

and realized

gains

(losses)

from

in-kind

redemptions

were

reclassified

to

the

following

accounts:

iShares

ETF

Purchases

Sales

Net

Realized

Gain

(Loss)

MSCI

USA

Momentum

Factor

.......................................................

$

1,792,992,230

‌

$

1,124,607,258

‌

$

(

169,859,442

)

MSCI

USA

Quality

Factor

..........................................................

1,100,837,084

‌

1,878,322,647

‌

(

90,464,012

)

MSCI

USA

Size

Factor

............................................................

50,456,333

‌

61,600,802

‌

5,416,925

‌

MSCI

USA

Value

Factor

...........................................................

605,175,769

‌

504,068,571

‌

23,801,831

‌

iShares

ETF

Purchases

Sales

MSCI

USA

Momentum

Factor

.........................................................................

$

16,440,753,550

‌

$

16,465,173,223

‌

MSCI

USA

Quality

Factor

............................................................................

9,332,582,633

‌

9,322,801,663

‌

MSCI

USA

Size

Factor

..............................................................................

126,032,552

‌

124,885,253

‌

MSCI

USA

Value

Factor

.............................................................................

2,316,706,131

‌

2,353,895,198

‌

iShares

ETF

In-kind

Purchases

In-kind

Sales

MSCI

USA

Momentum

Factor

.........................................................................

$

6,821,720,118

‌

$

8,832,588,851

‌

MSCI

USA

Quality

Factor

............................................................................

7,783,748,825

‌

8,740,511,672

‌

MSCI

USA

Size

Factor

..............................................................................

100,073,131

‌

387,984,993

‌

MSCI

USA

Value

Factor

.............................................................................

3,171,433,271

‌

8,990,720,727

‌

iShares

ETF

Paid-in

Capital

Accumulated

Earnings

(Loss)

MSCI

USA

Momentum

Factor

.........................................................................

$

1,686,346,916

‌

$

(

1,686,346,916

)

MSCI

USA

Quality

Factor

............................................................................

2,354,143,116

‌

(

2,354,143,116

)

MSCI

USA

Size

Factor

..............................................................................

43,265,323

‌

(

43,265,323

)

MSCI

USA

Value

Factor

.............................................................................

2,074,449,314

‌

(

2,074,449,314

)

Notes

to

Financial

Statements

(

continued)

49

Notes

to

Financial

Statements

The

tax

character

of

distributions

paid

was

as

follows:

As

of

July

31,

2022,

the

tax

components

of

accumulated

net earnings

(losses)

were

as

follows:

For

the

year

ended

July

31,

2022,

the

iShares

MSCI

USA

Size

Factor

ETF

utilized

$4,354,064

of

its

capital

loss

carryforwards.

As

of

July

31,

2022,

gross

unrealized

appreciation

and

depreciation

based

on

cost

of

investments

(including

short

positions

and

derivatives,

if

any)

for

U.S.

federal

income

tax

purposes

were

as

follows:

9.

Principal

Risks

In

the

normal

course

of

business,

each

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

or

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

Funds

and

their

investments.

Each

Fund’s

prospectus

provides

details

of

the

risks

to

which

the

Fund

is

subject.

BFA

uses

a

“passive”

or

index

approach

to

try

to

achieve

each

Fund’s

investment

objective

following

the

securities

included

in

its

underlying

index

during

upturns

as

well

as

downturns.

BFA

does

not

take

steps

to

reduce

market

exposure

or

to

lessen

the

effects

of

a

declining

market.

Divergence

from

the

underlying

index

and

the

composition

of

the

portfolio

is

monitored

by

BFA.

The

Funds

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.

Market

Risk:

An

outbreak

of

respiratory

disease

caused

by

a

novel

coronavirus

has

developed

into

a

global

pandemic

and

has

resulted

in

closing

borders,

quarantines,

disruptions

to

supply

chains

and

customer

activity,

as

well

as

general

concern

and

uncertainty.

The

impact

of

this

pandemic,

and

other

global

health

crises

that

may

arise

in

the

future,

could

affect

the

economies

of

many

nations,

individual

companies

and

the

market

in

general

in

ways

that

cannot

necessarily

be

foreseen

at

the

present

time.

This

pandemic

may

result

in

substantial

market

volatility

and

may

adversely

impact

the

prices

and

liquidity

of

a

fund's

investments.

Although

vaccines

have

been

developed

and

approved

for

use

by

various

governments,

the

duration

of

this

pandemic

and

its

effects

cannot

be

determined

with

certainty.

iShares

ETF

Year

Ended

07/31/22

Year

Ended

07/31/21

MSCI

USA

Momentum

Factor

Ordinary

income

..........................................................................................

$

120,180,940

‌

$

63,350,348

‌

MSCI

USA

Quality

Factor

Ordinary

income

..........................................................................................

$

281,237,239

‌

$

308,371,260

‌

MSCI

USA

Size

Factor

Ordinary

income

..........................................................................................

$

7,036,092

‌

$

12,325,649

‌

MSCI

USA

Value

Factor

Ordinary

income

..........................................................................................

$

379,603,795

‌

$

237,616,292

‌

iShares

ETF

Undistributed

Ordinary

Income

Non-expiring

Capital

Loss

Carryforwards

(a)

Net

Unrealized

Gains

(Losses)

(b)

Qualified

Late-Year

Losses

(c)

Total

MSCI

USA

Momentum

Factor

..................

$

31,439,986

‌

$

(

3,168,795,995

)

$

49,998,479

‌

$

—

‌

$

(

3,087,357,530

)

MSCI

USA

Quality

Factor

.....................

31,414,390

‌

(

1,058,650,854

)

639,080,526

‌

—

‌

(

388,155,938

)

MSCI

USA

Size

Factor

.......................

—

‌

(

34,809,115

)

(

37,633,692

)

(

3,210

)

(

72,446,017

)

MSCI

USA

Value

Factor

......................

27,634,290

‌

(

542,388,608

)

(

764,600,600

)

—

‌

(

1,279,354,918

)

(a)

Amounts

available

to

offset

future

realized

capital

gains.

(b)

The

difference

between

book-basis

and

tax-basis

unrealized

gains

(losses)

was

attributable

primarily

to

the

tax

deferral

of

losses

on

wash

sales

and

the

realization

for

tax

purposes

of

unrealized

gains

(losses)

on

certain

futures

contracts.

(c)

The

Fund

has

elected

to

defer

certain

qualified

late-year

losses

and

recognize

such

losses

in

the

next

taxable

year.

iShares

ETF

Tax

Cost

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

MSCI

USA

Momentum

Factor

.....................................

$

10,070,957,460

‌

$

456,757,634

‌

$

(

406,759,155

)

$

49,998,479

‌

MSCI

USA

Quality

Factor

........................................

19,805,989,941

‌

2,294,671,679

‌

(

1,655,591,153

)

639,080,526

‌

MSCI

USA

Size

Factor

..........................................

405,695,437

‌

22,365,530

‌

(

59,999,222

)

(

37,633,692

)

MSCI

USA

Value

Factor

.........................................

10,030,231,957

‌

523,448,849

‌

(

1,288,049,449

)

(

764,600,600

)

Notes

to

Financial

Statements

(continued)

50

2022

iShares

Annual

Report

to

Shareholders

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.

A

fund

may

invest

in

illiquid

investments.

An

illiquid

investment

is

any

investment

that

a

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.

A

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

a

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

a

fund

may

lose

value,

regardless

of

the

individual

results

of

the

securities

and

other

instruments

in

which

a

fund

invests. 

Counterparty

Credit

Risk:

The

Funds

may

be

exposed

to

counterparty

credit

risk,

or

the

risk

that

an

entity

may

fail

to

or

be

unable

to

perform

on

its

commitments

related

to

unsettled

or

open

transactions,

including

making

timely

interest

and/or

principal

payments

or

otherwise

honoring

its

obligations.

The

Funds

manage

counterparty

credit

risk

by

entering

into

transactions

only

with

counterparties

that

the

Manager

believes

have

the

financial

resources

to

honor

their

obligations

and

by

monitoring

the

financial

stability

of

those

counterparties.

Financial

assets,

which

potentially

expose

the

Funds

to

market,

issuer

and

counterparty

credit

risks,

consist

principally

of

financial

instruments

and

receivables

due

from

counterparties.

The

extent

of

the

Funds’

exposure

to

market,

issuer

and

counterparty

credit

risks

with

respect

to

these

financial

assets

is

approximately

their

value

recorded

in

the

Statements

of

Assets

and

Liabilities,

less

any

collateral

held

by

the

Funds.

A

derivative

contract

may

suffer

a

mark-to-market

loss

if

the

value

of

the

contract

decreases

due

to

an

unfavorable

change

in

the

market

rates

or

values

of

the

underlying

instrument.

Losses

can

also

occur

if

the

counterparty

does

not

perform

under

the

contract.

With

exchange-traded

futures,

there

is

less

counterparty

credit

risk

to

the

Funds

since

the

exchange

or

clearinghouse,

as

counterparty

to

such

instruments,

guarantees

against

a

possible

default.

The

clearinghouse

stands

between

the

buyer

and

the

seller

of

the

contract;

therefore,

credit

risk

is

limited

to

failure

of

the

clearinghouse.

While

offset

rights

may

exist

under

applicable

law, a

Fund

does

not

have

a

contractual

right

of

offset

against

a

clearing

broker

or

clearinghouse

in

the

event

of

a

default

(including

the

bankruptcy

or

insolvency).

Additionally,

credit

risk

exists

in

exchange-traded

futures

with

respect

to

initial

and

variation

margin

that

is

held

in

a

clearing

broker’s

customer

accounts.

While

clearing

brokers

are

required

to

segregate

customer

margin

from

their

own

assets,

in

the

event

that

a

clearing

broker

becomes

insolvent

or

goes

into

bankruptcy

and

at

that

time

there

is

a

shortfall

in

the

aggregate

amount

of

margin

held

by

the

clearing

broker

for

all

its

clients,

typically

the

shortfall

would

be

allocated

on

a

pro

rata

basis

across

all

the

clearing

broker’s

customers,

potentially

resulting

in

losses

to

the

Funds.

Concentration

Risk:

A

diversified

portfolio,

where

this

is

appropriate

and

consistent

with

a

fund’s

objectives,

minimizes

the

risk

that

a

price

change

of

a

particular

investment

will

have

a

material

impact

on

the

NAV

of

a

fund.

The

investment

concentrations

within

each

Fund’s

portfolio

are

disclosed

in

its

Schedule

of

Investments.

Certain

Funds

invest

a

significant

portion

of

their

assets

in

securities

within

a

single

or

limited

number

of

market

sectors.

When

a

Fund

concentrates

its

investments

in

this

manner,

it

assumes

the

risk

that

economic,

regulatory,

political

and

social

conditions

affecting

such

sectors

may

have

a

significant

impact

on

the

fund

and

could

affect

the

income

from,

or

the

value

or

liquidity

of,

the

fund’s

portfolio.

Investment

percentages

in

specific

sectors

are

presented

in

the

Schedule

of

Investments.

Significant

Shareholder

Redemption

Risk:

Certain

shareholders

may

own

or

manage

a

substantial

amount

of

fund

shares

and/or

hold

their

fund

investments

for

a

limited

period

of

time.

Large

redemptions

of

fund

shares

by

these

shareholders

may

force

a

fund

to

sell

portfolio

securities,

which

may

negatively

impact

the

fund’s

NAV,

increase

the

fund’s

brokerage

costs,

and/or

accelerate

the

realization

of

taxable

income/gains

and

cause

the

fund

to

make

additional

taxable

distributions

to

shareholders.

LIBOR

Transition

Risk:

The

United

Kingdom’s

Financial

Conduct

Authority

announced

a

phase

out

of

the

London

Interbank

Offered

Rate

(“LIBOR”).

Although

many

LIBOR

rates

ceased

to

be

published

or

no

longer

are

representative

of

the

underlying

market

they

seek

to

measure

after

December

31,

2021,

a

selection

of

widely

used

USD

LIBOR

rates

will

continue

to

be

published

through

June

2023

in

order

to

assist

with

the

transition.

The

Funds

may

be

exposed

to

financial

instruments

tied

to

LIBOR

to

determine

payment

obligations,

financing

terms,

hedging

strategies

or

investment

value.

The

transition

process

away

from

LIBOR

might

lead

to

increased

volatility

and

illiquidity

in

markets

for,

and

reduce

the

effectiveness

of

new

hedges

placed

against,

instruments

whose

terms

currently

include

LIBOR.

The

ultimate

effect

of

the

LIBOR

transition

process

on

the

Funds

is

uncertain.

10.

Capital

Share

Transactions 

Capital

shares

are

issued

and

redeemed

by each

Fund

only

in

aggregations

of

a

specified

number

of

shares

or

multiples

thereof

(“Creation

Units”)

at

NAV.

Except

when

aggregated

in

Creation

Units,

shares

of each

Fund

are

not

redeemable.

Transactions

in

capital

shares

were

as

follows:

Year

Ended

07/31/22

‌

Year

Ended

07/31/21

‌

iShares

ETF

Shares

‌

Amount

‌

Shares

‌

Amount

‌

MSCI

USA

Momentum

Factor

Shares

sold

...............................................

38,950,000

‌

$

6,845,941,290

‌

58,900,000

‌

$

9,601,225,530

‌

Shares

redeemed

...........................................

(

51,700,000

)

(

8,898,909,018

)

(

52,100,000

)

(

8,617,740,677

)

(

12,750,000

)

$

(

2,052,967,728

)

6,800,000

‌

$

983,484,853

‌

MSCI

USA

Quality

Factor

Shares

sold

...............................................

57,000,000

‌

$

7,811,416,753

‌

71,150,000

‌

$

8,555,373,188

‌

Shares

redeemed

...........................................

(

65,600,000

)

(

8,757,408,560

)

(

84,000,000

)

(

9,843,949,012

)

(

8,600,000

)

$

(

945,991,807

)

(

12,850,000

)

$

(

1,288,575,824

)

Notes

to

Financial

Statements

(

continued)

51

Notes

to

Financial

Statements

The

consideration

for

the

purchase

of

Creation

Units

of

a

fund

in

the

Trust

generally

consists

of

the

in-kind

deposit

of

a

designated

portfolio

of

securities

and

a

specified

amount

of

cash.

Certain

funds

in

the

Trust

may

be

offered

in

Creation

Units

solely

or

partially

for

cash

in

U.S.

dollars.

Investors

purchasing

and

redeeming

Creation

Units

may

pay

a

purchase

transaction

fee

and

a

redemption

transaction

fee

directly

to

BRIL,

to

offset

transfer

and

other

transaction

costs

associated

with

the

issuance

and

redemption

of

Creation

Units,

including

Creation

Units

for

cash.

Investors

transacting

in

Creation

Units

for

cash

may

also

pay

an

additional

variable

charge

to

compensate

the

relevant

fund

for

certain

transaction

costs

(i.e.,

stamp

taxes,

taxes

on

currency

or

other

financial

transactions,

and

brokerage

costs)

and

market

impact

expenses

relating

to

investing

in

portfolio

securities.

Such

variable

charges,

if

any,

are

included

in

shares

sold

in

the

table

above.

From

time

to

time,

settlement

of

securities

related

to

in-kind

contributions

or

in-kind

redemptions

may

be

delayed.

In

such

cases,

securities

related

to

in-kind

transactions

are

reflected

as

a

receivable

or

a

payable

in

the

Statements

of

Assets

and

Liabilities.

11.

Subsequent

Events

Management

has

evaluated

the

impact

of

all

subsequent

events

on

the

Funds

through

the

date

the

financial

statements

were

available

to

be

issued

and

has

determined

that

there

were

no

subsequent

events

requiring

adjustment

or

additional

disclosure

in

the

financial

statements.

Year

Ended

07/31/22

‌

Year

Ended

07/31/21

‌

iShares

ETF

Shares

‌

Amount

‌

Shares

‌

Amount

‌

MSCI

USA

Size

Factor

Shares

sold

...............................................

750,000

‌

$

100,341,016

‌

9,200,000

‌

$

1,011,073,003

‌

Shares

redeemed

...........................................

(

3,000,000

)

(

389,541,537

)

(

12,100,000

)

(

1,379,112,933

)

(

2,250,000

)

$

(

289,200,521

)

(

2,900,000

)

$

(

368,039,930

)

MSCI

USA

Value

Factor

Shares

sold

...............................................

30,250,000

‌

$

3,183,847,456

‌

103,100,000

‌

$

9,614,519,631

‌

Shares

redeemed

...........................................

(

87,950,000

)

(

9,027,678,196

)

(

27,100,000

)

(

2,683,961,019

)

(

57,700,000

)

$

(

5,843,830,740

)

76,000,000

‌

$

6,930,558,612

‌

Important

Tax

Information

(unaudited)

52

2022

iShares

Annual

Report

to

Shareholders

The

following

amounts,

or

maximum

amounts

allowable

by

law,

are

hereby

designated

as

qualified

dividend

income

for

individuals

for

the

fiscal

year

ended

July

31,

2022:

The

following

amounts,

or

maximum

amounts

allowable

by

law,

are

hereby

designated

as

qualified

business

income

for

individuals

for

the

fiscal

year

ended

July

31,

2022:

The

following

percentages,

or

maximum

percentages

allowable

by

law,

of

ordinary

income

distributions

paid

during

the

fiscal

year

ended

July

31,

2022

qualified

for

the

dividends-received

deduction

for

corporate

shareholders:

iShares

ETF

Qualified

Dividend

Income

MSCI

USA

Momentum

Factor

............................................................................................

$

150,973,784‌

MSCI

USA

Quality

Factor

...............................................................................................

301,813,538‌

MSCI

USA

Size

Factor

.................................................................................................

6,075,881‌

MSCI

USA

Value

Factor

................................................................................................

356,452,286‌

iShares

ETF

Qualified

Business

Income

MSCI

USA

Momentum

Factor

............................................................................................

$

325,356‌

MSCI

USA

Quality

Factor

...............................................................................................

4,622,129‌

MSCI

USA

Size

Factor

.................................................................................................

249,011‌

MSCI

USA

Value

Factor

................................................................................................

3,367,891‌

iShares

ETF

Dividends-Received

Deduction

MSCI

USA

Momentum

Factor

............................................................................................

100.00‌

%

MSCI

USA

Quality

Factor

...............................................................................................

98.21‌

MSCI

USA

Size

Factor

.................................................................................................

85.10‌

MSCI

USA

Value

Factor

................................................................................................

99.40‌

Board

Review

and

Approval

of

Investment

Advisory

Contract

53

Board

Review

and

Approval

of

Investment

Advisory

Contract

iShares

MSCI

USA

Momentum

Factor

ETF,

iShares

MSCI

USA

Quality

Factor

ETF,

iShares

MSCI

USA

Size

Factor

ETF,

iShares

MSCI

USA

Value

Factor

ETF

(each

the

“Fund”)

Under

Section

15(c)

of

the

Investment

Company

Act

of

1940

(the

“1940

Act”),

the

Trust's

Board

of

Trustees

(the

“Board”),

including

a

majority

of

Board

Members

who

are

not

“interested

persons”

of

the

Trust

(as

that

term

is

defined

in

the

1940

Act)

(the

“Independent

Board

Members”),

is

required

annually

to

consider

and

approve

the

Investment

Advisory

Agreement

between

the

Trust

and

BFA

(the

“Advisory

Agreement”)

on

behalf

of

the

Fund.

The

Board’s

consideration

entails

a

year-long

process

whereby

the

Board

and

its

committees

(composed

solely

of

Independent

Board

Members)

assess

BlackRock’s

services

to

the

Fund,

including

investment

management;

fund

accounting;

administrative

and

shareholder

services;

oversight

of

the

Fund’s

service

providers;

risk

management

and

oversight;

legal

and

compliance

services;

and

ability

to

meet

applicable

legal

and

regulatory

requirements.

The

Independent

Board

Members

requested,

and

BFA

provided,

such

information

as

the

Independent

Board

Members,

with

advice

from

independent

counsel,

deemed

reasonably

necessary

to

evaluate

the

Advisory

Agreement.

At

meetings

on

May

3,

2022

and

May

18,

2022,

a

committee

composed

of

all

of

the

Independent

Board

Members

(the

“15(c)

Committee”),

with

independent

counsel,

met

with

management

and

reviewed

and

discussed

information

provided

in

response

to

initial

requests

of

the

15(c)

Committee

and/or

its

independent

counsel,

and

requested

certain

additional

information,

which

management

agreed

to

provide.

At

a

meeting

held

on

June

13-15,

2022,

the

Board,

including

the

Independent

Board

Members,

reviewed

the

additional

information

provided

by

management

in

response

to

these

requests.

After

extensive

discussions

and

deliberations,

the

Board,

including

all

of

the

Independent

Board

Members,

approved

the

continuance

of

the

Advisory

Agreement

for

the

Fund,

based

on

a

review

of

qualitative

and

quantitative

information

provided

by

BFA

and

their

cumulative

experience

as

Board

Members.

The

Board

noted

its

satisfaction

with

the

extent

and

quality

of

information

provided

and

its

frequent

interactions

with

management,

as

well

as

the

detailed

responses

and

other

information

provided

by

BFA.

The

Independent

Board

Members

were

advised

by

their

independent

counsel

throughout

the

process,

including

about

the

legal

standards

applicable

to

their

review.

In

approving

the

continuance

of

the

Advisory

Agreement

for

the

Fund,

the

Board,

including

the

Independent

Board

Members,

considered

various

factors,

including:

(i)

the

expenses

and

performance

of

the

Fund;

(ii)

the

nature,

extent

and

quality

of

the

services

provided

by

BFA;

(iii)

the

costs

of

services

provided

to

the

Fund

and

profits

realized

by

BFA

and

its

affiliates;

(iv)

potential

economies

of

scale

and

the

sharing

of

related

benefits;

(v)

the

fees

and

services

provided

for

other

comparable

funds/accounts

managed

by

BFA

and

its

affiliates;

and

(vi)

other

benefits

to

BFA

and/or

its

affiliates.

The

material

factors,

none

of

which

was

controlling,

and

conclusions

that

formed

the

basis

for

the

Board,

including

the

Independent

Board

Members,

to

approve

the

continuance

of

the

Advisory

Agreement

are

discussed

below.

Expenses

and

Performance

of

the

Fund:

The

Board

reviewed

statistical

information

prepared

by

Broadridge

Financial

Solutions

Inc.

(“Broadridge”),

an

independent

provider

of

investment

company

data,

regarding

the

expense

ratio

components,

including

gross

and

net

total

expenses,

fees

and

expenses

of

another

fund

in

which

the

Fund

invests

(if

applicable),

and

waivers/reimbursements

(if

applicable)

of

the

Fund

in

comparison

with

the

same

information

for

other

ETFs,

objectively

selected

by

Broadridge

as

comprising

the

Fund’s

applicable

expense

peer

group

pursuant

to

Broadridge’s

proprietary

ETF

methodology

(the

“Peer

Group”).

The

Board

was

provided

with

a

detailed

description

of

the

proprietary

ETF

methodology

used

by

Broadridge

to

determine

the

Fund’s

Peer

Group.

The

Board

noted

that,

due

to

the

limitations

in

providing

comparable

funds

in

the

Peer

Group,

the

statistical

information

provided

in

Broadridge’s

report

may

or

may

not

provide

meaningful

direct

comparisons

to

the

Fund

in

all

instances.

The

Board

also

noted

that

the

investment

advisory

fee

rate

and

overall

expenses

(net

of

waivers

and

reimbursements)

for

the

Fund

were

lower

than

the

median

of

the

investment

advisory

fee

rates

and

overall

expenses

(net

of

waivers

and

reimbursements)

of

the

funds

in

its

Peer

Group,

excluding

iShares

funds.

In

addition,

to

the

extent

that

any

of

the

comparison

funds

included

in

the

Peer

Group,

excluding

iShares

funds,

track

the

same

index

as

the

Fund,

Broadridge

also

provided,

and

the

Board

reviewed,

a

comparison

of

the

Fund’s

performance

for

the

one-year,

three-year,

five-year,

ten-year,

and

since

inception

periods,

as

applicable,

and

for

the

quarter

ended

December

31,

2021,

to

that

of

such

relevant

comparison

fund(s)

for

the

same

periods.

The

Board

noted

that

the

Fund

seeks

to

track

its

specified

underlying

index

and

that,

during

the

year,

the

Board

received

periodic

reports

on

the

Fund’s

short-

and

longer-term

performance

in

comparison

with

its

underlying

index.

Such

periodic

comparative

performance

information,

including

additional

detailed

information

as

requested

by

the

Board,

was

also

considered.

The

Board

noted

that

the

Fund

generally

performed

in

line

with

its

underlying

index

over

the

relevant

periods.

Based

on

this

review,

the

other

factors

considered

at

the

meeting,

and

their

general

knowledge

of

ETF

pricing,

the

Board

concluded

that

the

investment

advisory

fee

rate

and

expense

level

and

the

historical

performance

of

the

Fund

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Nature,

Extent

and

Quality

of

Services

Provided:

Based

on

management’s

representations,

including

information

about

recent

enhancements

and

initiatives

with

respect

to

the

iShares

business,

including

with

respect

to

capital

markets

support

and

analysis,

technology,

portfolio

management,

product

design

and

quality,

compliance

and

risk

management,

global

public

policy

and

other

services,

the

Board

expected

that

there

would

be

no

diminution

in

the

scope

of

services

required

of

or

provided

by

BFA

under

the

Advisory

Agreement

for

the

coming

year

as

compared

with

the

scope

of

services

provided

by

BFA

during

prior

years.

In

reviewing

the

scope

of

these

services,

the

Board

considered

BFA’s

investment

philosophy

and

experience,

noting

that

BFA

and

its

affiliates

have

committed

significant

resources

over

time,

including

during

the

past

year,

to

support

the

iShares

funds

and

their

shareholders

and

have

made

significant

investments

into

the

iShares

business.

The

Board

also

considered

BFA’s

compliance

program

and

its

compliance

record

with

respect

to

the

Fund.

In

that

regard,

the

Board

noted

that

BFA

reports

to

the

Board

about

portfolio

management

and

compliance

matters

on

a

periodic

basis

in

connection

with

regularly

scheduled

meetings

of

the

Board,

and

on

other

occasions

as

necessary

and

appropriate,

and

has

provided

information

and

made

relevant

officers

and

other

employees

of

BFA

(and

its

affiliates)

available

as

needed

to

provide

further

assistance

with

these

matters.

The

Board

also

reviewed

the

background

and

experience

of

the

persons

responsible

for

the

day-to-day

management

of

the

Fund,

as

well

as

the

resources

available

to

them

in

managing

the

Fund.

In

addition

to

the

above

considerations,

the

Board

reviewed

and

considered

detailed

presentations

regarding

BFA’s

investment

performance,

investment

and

risk

management

processes

and

strategies,

provided

at

the

May

3,

2022

meeting

and

throughout

the

year,

and

matters

related

to

BFA’s

portfolio

compliance

program.

Based

on

review

of

this

information,

and

the

performance

information

discussed

above,

the

Board

concluded

that

the

nature,

extent

and

quality

of

services

provided

to

the

Fund

under

the

Advisory

Agreement

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Costs

of

Services

Provided

to

the

Fund

and

Profits

Realized

by

BFA

and

its

Affiliates:

The

Board

reviewed

information

about

the

estimated

profitability

to

BlackRock

in

managing

the

Fund,

based

on

the

fees

payable

to

BFA

and

its

affiliates

(including

fees

under

the

Advisory

Agreement),

and

other

sources

of

revenue

and

expense

to

BFA

and

its

affiliates

from

the

Fund’s

operations

for

the

last

calendar

year.

The

Board

reviewed

BlackRock’s

methodology

for

calculating

estimated

profitability

of

the

iShares

funds,

noting

that

the

15(c)

Committee

and

the

Board

had

focused

on

the

methodology

and

profitability

presentation.

The

Board

recognized

that

profitability

may

be

affected

by

numerous

factors,

including,

among

other

things,

fee

waivers

by

BFA,

the

types

of

funds

managed,

expense

allocations

and

business

mix.

The

Board

thus

recognized

that

Board

Review

and

Approval

of

Investment

Advisory

Contract

(continued)

54

2022

iShares

Annual

Report

to

Shareholders

calculating

and

comparing

profitability

at

individual

fund

levels

is

challenging.

The

Board

discussed

with

management

the

sources

of

direct

and

ancillary

revenue,

including

the

revenues

to

BTC,

a

BlackRock

affiliate,

from

securities

lending

by

the

Fund.

The

Board

also

discussed

BFA’s

estimated

profit

margin

as

reflected

in

the

Fund’s

profitability

analysis

and

reviewed

information

regarding

potential

economies

of

scale

(as

discussed

below).

Based

on

this

review,

the

Board

concluded

that

the

information

considered

with

respect

to

the

profits

realized

by

BFA

and

its

affiliates

under

the

Advisory

Agreement

and

from

other

relationships

between

the

Fund

and

BFA

and/or

its

affiliates,

if

any,

as

well

as

the

other

factors

considered

at

the

meeting,

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Economies

of

Scale:

The

Board

reviewed

information

and

considered

the

extent

to

which

economies

of

scale

might

be

realized

as

the

assets

of

the

Fund

increase,

noting

that

the

issue

of

potential

economies

of

scale

had

been

focused

on

by

the

15(c)

Committee

and

the

Board

during

their

meetings

and

addressed

by

management.

The

15(c)

Committee

and

the

Board

received

information

regarding

BlackRock’s

historical

estimated

profitability,

including

BFA’s

and

its

affiliates’

estimated

costs

in

providing

services.

The

estimated

cost

information

distinguished,

among

other

things,

between

fixed

and

variable

costs,

and

showed

how

the

level

and

nature

of

fixed

and

variable

costs

may

impact

the

existence

or

size

of

scale

benefits,

with

the

Board

recognizing

that

potential

economies

of

scale

are

difficult

to

measure.

The

15(c)

Committee

and

the

Board

reviewed

information

provided

by

BFA

regarding

the

sharing

of

scale

benefits

with

the

iShares

funds

through

various

means,

including,

as

applicable,

through

relatively

low

fee

rates

established

at

inception,

breakpoints,

waivers,

or

other

fee

reductions,

as

well

as

through

additional

investment

in

the

iShares

business

and

the

provision

of

improved

or

additional

infrastructure

and

services

to

the

iShares

funds

and

their

shareholders.

The

Board

noted

that

the

Advisory

Agreement

for

the

Fund

did

not

provide

for

breakpoints

in

the

Fund’s

investment

advisory

fee

rate

as

the

assets

of

the

Fund

increase.

However,

the

Board

noted

that

it

would

continue

to

assess

the

appropriateness

of

adding

breakpoints

in

the

future.

The

Board

concluded

that

this

review

of

potential

economies

of

scale

and

the

sharing

of

related

benefits,

as

well

as

the

other

factors

considered

at

the

meeting,

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Fees

and

Services

Provided

for

Other

Comparable

Funds/Accounts

Managed

by

BFA

and

its

Affiliates:

The

Board

received

and

considered

information

regarding

the

investment

advisory/management

fee

rates

for

other

funds/accounts

in

the

U.S.

for

which

BFA

(or

its

affiliates)

provides

investment

advisory/management

services,

including

open-end

funds

registered

under

the

1940

Act

(including

sub-advised

funds),

collective

trust

funds,

and

institutional

separate

accounts

(collectively,

the

“Other

Accounts”).

The

Board

acknowledged

BFA’s

representation

that

the

iShares

funds

are

fundamentally

different

investment

vehicles

from

the

Other

Accounts.

The

Board

received

detailed

information

regarding

how

the

Other

Accounts

generally

differ

from

the

Fund,

including

in

terms

of

the

types

of

services

and

generally

more

extensive

services

provided

to

the

Fund,

as

well

as

other

significant

differences.

In

that

regard,

the

Board

considered

that

the

pricing

of

services

to

institutional

clients

is

typically

based

on

a

number

of

factors

beyond

the

nature

and

extent

of

the

specific

services

to

be

provided

and

often

depends

on

the

overall

relationship

between

the

client

and

its

affiliates

and

the

adviser

and

its

affiliates.

In

addition,

the

Board

considered

the

relative

complexity

and

inherent

risks

and

challenges

of

managing

and

providing

other

services

to

the

Fund,

as

a

publicly

traded

investment

vehicle,

as

compared

to

the

Other

Accounts,

particularly

those

that

are

institutional

clients,

in

light

of

differing

regulatory

requirements

and

client-imposed

mandates.

The

Board

noted

that

BFA

and

its

affiliates

do

not

manage

Other

Accounts

with

substantially

the

same

investment

objective

and

strategy

as

the

Fund

and

that

track

the

same

index

as

the

Fund.

The

Board

also

acknowledged

management’s

assertion

that,

for

certain

iShares

funds,

and

for

client

segmentation

purposes,

BlackRock

has

launched

an

iShares

fund

that

may

provide

a

similar

investment

exposure

at

a

lower

investment

advisory

fee

rate.

The

Board

considered

the

“all-inclusive”

nature

of

the

Fund’s

advisory

fee

structure,

and

the

Fund’s

expenses

borne

by

BFA

under

this

arrangement

and

noted

that

the

investment

advisory

fee

rate

under

the

Advisory

Agreement

for

the

Fund

was

generally

higher

than

the

investment

advisory/management

fee

rates

for

certain

of

the

Other

Accounts

(particularly

institutional

clients)

and

concluded

that

the

differences

appeared

to

be

consistent

with

the

factors

discussed.

Other

Benefits

to

BFA

and/or

its

Affiliates:

The

Board

reviewed

other

benefits

or

ancillary

revenue

received

by

BFA

and/or

its

affiliates

in

connection

with

the

services

provided

to

the

Fund

by

BFA,

both

direct

and

indirect,

including,

but

not

limited

to,

payment

of

revenue

to

BTC,

the

Fund’s

securities

lending

agent,

for

loaning

portfolio

securities

(which

was

included

in

the

profit

margins

reviewed

by

the

Board

pursuant

to

BFA’s

estimated

profitability

methodology),

payment

of

advisory

fees

or

other

fees

to

BFA

(or

its

affiliates)

in

connection

with

any

investments

by

the

Fund

in

other

funds

for

which

BFA

(or

its

affiliates)

provides

investment

advisory

services

or

other

services,

and

BlackRock’s

profile

in

the

investment

community.

The

Board

also

noted

the

revenue

received

by

BFA

and/or

its

affiliates

pursuant

to

an

agreement

that

permits

a

service

provider

to

use

certain

portions

of

BlackRock’s

technology

platform

to

service

accounts

managed

by

BFA

and/or

its

affiliates,

including

the

iShares

funds.

The

Board

noted

that

BFA

generally

does

not

use

soft

dollars

or

consider

the

value

of

research

or

other

services

that

may

be

provided

to

BFA

(including

its

affiliates)

in

selecting

brokers

for

portfolio

transactions

for

the

Fund.

The

Board

concluded

that

any

such

ancillary

benefits

would

not

be

disadvantageous

to

the

Fund

and

thus

would

not

alter

the

Board’s

conclusion

with

respect

to

the

appropriateness

of

approving

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Conclusion:

Based

on

a

review

of

the

factors

described

above,

as

well

as

such

other

factors

as

deemed

appropriate

by

the

Board,

the

Board,

including

all

of

the

Independent

Board

Members,

determined

that

the

Fund’s

investment

advisory

fee

rate

under

the

Advisory

Agreement

does

not

constitute

a

fee

that

is

so

disproportionately

large

as

to

bear

no

reasonable

relationship

to

the

services

rendered

and

that

could

not

have

been

the

product

of

arm’s-length

bargaining,

and

concluded

to

approve

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Supplemental

Information

(unaudited)

55

Supplemental

Information

Section

19(a)

Notices

The

amounts

and

sources

of

distributions

reported

are

estimates

and

are

being

provided

pursuant

to

regulatory

requirements

and

are

not

being

provided

for

tax

reporting

purposes.

The

actual

amounts

and

sources

for

tax

reporting

purposes

will

depend

upon

each

Fund’s

investment

experience

during

the

year

and

may

be

subject

to

changes

based

on

tax

regulations.

Shareholders

will

receive

a

Form

1099-DIV

each

calendar

year

that

will

inform

them

how

to

report

these

distributions

for

federal

income

tax

purposes.

July

31,

2022

Premium/Discount

Information

Information

on

the

Fund’s

net

asset

value,

market

price,

premiums

and

discounts,

and

bid-ask

spreads

can

be

found

at

iShares.com

.

Total

Cumulative

Distributions

for

the

Fiscal

Year

%

Breakdown

of

the

Total

Cumulative

Distributions

for

the

Fiscal

Year

iShares

ETF

Net

Investment

Income

Net

Realized

Capital

Gains

Return

of

Capital

Total

Per

Share

Net

Investment

Income

Net

Realized

Capital

Gains

Return

of

Capital

Total

Per

Share

MSCI

USA

Momentum

Factor

..........

$

1.529282

‌

$

—

‌

$

—

‌

$

1.529282

‌

100

%

—

%

—

%

100

%

MSCI

USA

Quality

Factor

.............

1.629042

‌

—

‌

—

‌

1.629042

‌

100

—

—

100

MSCI

USA

Size

Factor

...............

1.842588

‌

—

‌

—

‌

1.842588

‌

100

—

—

100

MSCI

USA

Value

Factor

..............

2.890279

‌

—

‌

—

‌

2.890279

‌

100

—

—

100

Trustee

and

Officer

Information

(unaudited)

56

2022

iShares

Annual

Report

to

Shareholders

The

Board

of

Trustees

has

responsibility

for

the

overall

management

and

operations

of

the

Funds,

including

general

supervision

of

the

duties

performed

by

BFA

and

other

service

providers.

Each

Trustee

serves

until

he

or

she

resigns,

is

removed,

dies,

retires

or

becomes

incapacitated.

Each

officer

shall

hold

office

until

his

or

her

successor

is

elected

and

qualifies

or

until

his

or

her

death,

resignation

or

removal.

Trustees

who

are

not

“interested

persons”

(as

defined

in

the

1940

Act)

of

the

Trust

are

referred

to

as

independent

trustees

(“Independent

Trustees”). 

The

registered

investment

companies

advised

by

BFA

or

its

affiliates

(the

“BlackRock-advised

Funds”)

are

organized

into

one

complex

of

open-end

equity,

multi-asset,

index

and

money

market

funds

and

ETFs

(the

“BlackRock

Multi-Asset

Complex”),

one

complex

of

closed-end

funds

and

open-end

non-index

fixed-income

funds

(including

ETFs)

(the

“BlackRock

Fixed-Income

Complex”)

and

one

complex

of

ETFs

(“Exchange-Traded

Fund

Complex”)

(each,

a

“BlackRock

Fund

Complex”).

Each

Fund

is

included

in

the

Exchange-Traded

Fund

Complex.

Each

Trustee also

serves

as

a

Director

of

iShares,

Inc.

and

a

Trustee

of

iShares

U.S.

ETF

Trust

and,

as

a

result,

oversees

all

of

the

funds

within

the

Exchange-Traded

Fund

Complex,

which

consists

of

384

funds

as

of

July

31,

2022.

With

the

exception

of

Robert

S.

Kapito,

Salim

Ramji

and

Charles

Park,

the

address

of

each

Trustee and

officer

is

c/o

BlackRock,

Inc.,

400

Howard

Street,

San

Francisco,

CA

94105.

The

address

of

Mr.

Kapito,

Mr.

Ramji

and

Mr.

Park

is

c/o

BlackRock,

Inc.,

Park

Avenue

Plaza,

55

East

52nd

Street,

New

York,

NY

10055.

The

Board

has

designated

John

E.

Kerrigan

as

its

Independent

Board

Chair.

Additional

information

about

the

Funds’

Trustees and

officers

may

be

found

in

the

Funds’

combined

Statement

of

Additional

Information,

which

is

available

without

charge,

upon

request,

by

calling

toll-free

1-800-iShares

(1-800-474-2737).

Interested

Trustees

(a)

Robert

S.

Kapito

is

deemed

to

be

an

“interested

person”

(as

defined

in

the

1940

Act)

of

the

Trust

due

to

his

affiliations

with

BlackRock,

Inc.

and

its

affiliates.

(b)

Salim

Ramji

is

deemed

to

be

an

“interested

person”

(as

defined

in

the

1940

Act)

of

the

Trust

due

to

his

affiliations

with

BlackRock,

Inc.

and

its

affiliates.

Independent

Trustees

Name

(Age)

Position(s)

Principal

Occupation(s)

During

the

Past

5

Years

Other

Directorships

Held

by

Trustee

Robert

S.

Kapito

(a)

(65)

Trustee

(since

2009).

President,

BlackRock,

Inc.

(since

2006);

Vice

Chairman

of

BlackRock,

Inc.

and

Head

of

BlackRock’s

Portfolio

Management

Group

(since

its

formation

in

1998)

and

BlackRock,

Inc.’s

predecessor

entities

(since

1988);

Trustee,

University

of

Pennsylvania

(since

2009);

President

of

Board

of

Directors,

Hope

&

Heroes

Children’s

Cancer

Fund

(since

2002).

Director

of

BlackRock,

Inc.

(since

2006);

Director

of

iShares,

Inc.

(since

2009);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Salim

Ramji

(b)

(52)

Trustee

(since

2019).

Senior

Managing

Director,

BlackRock,

Inc.

(since

2014);

Global

Head

of

BlackRock’s

ETF

and

Index

Investments

Business

(since

2019);

Head

of

BlackRock’s

U.S.

Wealth

Advisory

Business

(2015-2019);

Global

Head

of

Corporate

Strategy,

BlackRock,

Inc.

(2014-2015);

Senior

Partner,

McKinsey

&

Company

(2010-2014).

Director

of

iShares,

Inc.

(since

2019);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2019).

Name

(Age)

Position(s)

Principal

Occupation(s)

During

the

Past

5

Years

Other

Directorships

Held

by

Trustee

John

E.

Kerrigan

(67)

Trustee

(since

2005);

Independent

Board

Chair

(since

2022).

Chief

Investment

Officer,

Santa

Clara

University

(since

2002).

Director

of

iShares,

Inc.

(since

2005);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011);

Independent

Board

Chair

of

iShares,

Inc.

and

iShares

U.S.

ETF

Trust

(since

2022).

Jane

D.

Carlin

(66)

Trustee

(since

2015);

Risk

Committee

Chair

(since

2016).

Consultant

(since

2012);

Member

of

the

Audit

Committee

(2012-2018),

Chair

of

the

Nominating

and

Governance

Committee

(2017-2018)

and

Director

of

PHH

Corporation

(mortgage

solutions)

(2012-2018);

Managing

Director

and

Global

Head

of

Financial

Holding

Company

Governance

&

Assurance

and

the

Global

Head

of

Operational

Risk

Management

of

Morgan

Stanley

(2006-2012).

Director

of

iShares,

Inc.

(since

2015);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2015);

Member

of

the

Audit

Committee

(since

2016),

Chair

of

the

Audit

Committee

(since

2020)

and

Director

of

The

Hanover

Insurance

Group,

Inc.

(since

2016).

Richard

L.

Fagnani

(67)

Trustee

(since

2017);

Audit

Committee

Chair

(since

2019).

Partner,

KPMG

LLP

(2002-2016).

Director

of

iShares,

Inc.

(since

2017);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2017).

Cecilia

H.

Herbert

(73)

Trustee

(since

2005);

Nominating

and

Governance

and

Equity

Plus

Committee

Chairs

(since

2022).

Chair

of

the

Finance

Committee

(since

2019)

and

Trustee

and

Member

of

the

Finance,

Audit

and

Quality

Committees

of

Stanford

Health

Care

(since

2016);

Trustee

of

WNET,

New

York’s

public

media

company

(since

2011)

and

Member

of

the

Audit

Committee

(since

2018)

and

Investment

Committee

(since

2011);

Chair

(1994-2005)

and

Member

(since

1992)

of

the

Investment

Committee,

Archdiocese

of

San

Francisco;

Trustee

of

Forward

Funds

(14

portfolios)

(2009-2018);

Trustee

of

Salient

MF

Trust

(4

portfolios)

(2015-2018);

Director

(1998-2013)

and

President

(2007-2011)

of

the

Board

of

Directors,

Catholic

Charities

CYO;

Trustee

(2002-

2011)

and

Chair

of

the

Finance

and

Investment

Committee

(2006-2010)

of

the

Thacher

School;

Director

of

the

Senior

Center

of

Jackson

Hole

(since

2020).

Director

of

iShares,

Inc.

(since

2005);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011);

Trustee

of

Thrivent

Church

Loan

and

Income

Fund

(since

2019).

Trustee

and

Officer

Information

(unaudited)

(

continued)

57

Trustee

and

Officer

Information

Officers

Name

(Age)

Position(s)

Principal

Occupation(s)

During

the

Past

5

Years

Other

Directorships

Held

by

Trustee

Drew

E.

Lawton

(63)

Trustee

(since

2017);

15(c)

Committee

Chair

(since

2017).

Senior

Managing

Director

of

New

York

Life

Insurance

Company

(2010-2015).

Director

of

iShares,

Inc.

(since

2017);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2017).

John

E.

Martinez

(61)

Trustee

(since

2003);

Securities

Lending

Committee

Chair

(since

2019).

Director

of

Real

Estate

Equity

Exchange,

Inc.

(since

2005);

Director

of

Cloudera

Foundation

(2017-2020);

and

Director

of

Reading

Partners

(2012-2016).

Director

of

iShares,

Inc.

(since

2003);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Madhav

V.

Rajan

(57)

Trustee

(since

2011);

Fixed

Income

Plus

Committee

Chair

(since

2019).

Dean,

and

George

Pratt

Shultz

Professor

of

Accounting,

University

of

Chicago

Booth

School

of

Business

(since

2017);

Advisory

Board

Member

(since

2016)

and

Director

(since

2020)

of

C.M.

Capital

Corporation;

Chair

of

the

Board

for

the

Center

for

Research

in

Security

Prices,

LLC

(since

2020);

Robert

K.

Jaedicke

Professor

of

Accounting,

Stanford

University

Graduate

School

of

Business

(2001-2017);

Professor

of

Law

(by

courtesy),

Stanford

Law

School

(2005-2017);

Senior

Associate

Dean

for

Academic

Affairs

and

Head

of

MBA

Program,

Stanford

University

Graduate

School

of

Business

(2010-2016).

Director

of

iShares,

Inc.

(since

2011);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Name

(Age)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Armando

Senra

(51)

President

(since

2019).

Managing

Director,

BlackRock,

Inc.

(since

2007);

Head

of

U.S.,

Canada

and

Latam

iShares,

BlackRock,

Inc.

(since

2019);

Head

of

Latin

America

Region,

BlackRock,

Inc.

(2006-2019);

Managing

Director,

Bank

of

America

Merrill

Lynch

(1994-2006).

Trent

Walker

(48)

Treasurer

and

Chief

Financial

Officer

(since

2020).

Managing

Director,

BlackRock,

Inc.

(since

September

2019);

Chief

Financial

Officer

of

iShares

Delaware

Trust

Sponsor

LLC,

BlackRock

Funds,

BlackRock

Funds

II,

BlackRock

Funds

IV,

BlackRock

Funds

V

and

BlackRock

Funds

VI

(since

2021);

Executive

Vice

President

of

PIMCO

(2016-2019);

Senior

Vice

President

of

PIMCO

(2008-2015);

Treasurer

(2013-2019)

and

Assistant

Treasurer

(2007-2017)

of

PIMCO

Funds,

PIMCO

Variable

Insurance

Trust,

PIMCO

ETF

Trust,

PIMCO

Equity

Series,

PIMCO

Equity

Series

VIT,

PIMCO

Managed

Accounts

Trust,

2

PIMCO-sponsored

interval

funds

and

21

PIMCO-sponsored

closed-end

funds.

Charles

Park

(54)

Chief

Compliance

Officer

(since

2006).

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);

Chief

Compliance

Officer

of

BFA

(since

2006).

Marisa

Rolland

(41)

Secretary

(since

2022).

Director,

BlackRock,

Inc.

(since

2018);

Vice

President,

BlackRock,

Inc.

(2010-2017).

Rachel

Aguirre

(40)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2018);

Director,

BlackRock,

Inc.

(2009-2018);

Head

of

U.S.

iShares

Product

(since

2022);

Head

of

EII

U.S.

Product

Engineering

(since

2021);

Co-Head

of

EII’s

Americas

Portfolio

Engineering

(2020-2021);

Head

of

Developed

Markets

Portfolio

Engineering

(2016-2019).

Jennifer

Hsui

(46)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2009);

Co-Head

of

Index

Equity

(since

2022).

James

Mauro

(51)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2010);

Head

of

Fixed

Income

Index

Investments

in

the

Americas

and

Head

of

San

Francisco

Core

Portfolio

Management

(since

2020).

Effective

March

18,

2022,

Rachel

Aguirre,

Jennifer

Hsui,

and

James

Mauro

have

replaced

Scott

Radell,

Alan

Mason,

and

Marybeth

Leithead

as

Executive

Vice

Presidents.

Effective

June

15,

2022,

Marisa

Rolland

replaced

Deepa

Damre

Smith

as

Secretary.

Independent

Trustees

(

continued

)

General

Information

58

2022

iShares

Annual

Report

to

Shareholders

Electronic

Delivery

Shareholders

can

sign

up

for

e-mail

notifications

announcing

that

the

shareholder

report

or

prospectus

has

been

posted

on

the

iShares

website

at

iShares.com

.

Once

you

have

enrolled,

you

will

no

longer

receive

prospectuses

and

shareholder

reports

in

the

mail.

To

enroll

in

electronic

delivery:

Go

to

icsdelivery.com

.

If

your

brokerage

firm

is

not

listed,

electronic

delivery

may

not

be

available.

Please

contact

your

broker-dealer

or

financial

advisor.

Householding

Householding

is

an

option

available

to

certain

fund

investors.

Householding

is

a

method

of

delivery,

based

on

the

preference

of

the

individual

investor,

in

which

a

single

copy

of

certain

shareholder

documents

and

Rule

30e-3

notices

can

be

delivered

to

investors

who

share

the

same

address,

even

if

their

accounts

are

registered

under

different

names.

Please

contact

your

broker-dealer

if

you

are

interested

in

enrolling

in

householding

and

receiving

a

single

copy

of

prospectuses

and

other

shareholder

documents,

or

if

you

are

currently

enrolled

in

householding

and

wish

to

change

your

householding

status.

Availability

of

Quarterly

Schedule

of

Investments

The

Funds

file

their

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

their

reports

on

Form

N-PORT.

The

Funds’

Forms

N-PORT

are

available

on

the

SEC’s

website

at

sec.gov

.

Additionally,

each

Fund

makes

its

portfolio

holdings

for

the

first

and

third

quarters

of

each

fiscal

year

available

at

iShares.com/fundreports

.

Availability

of

Proxy

Voting

Policies

and

Proxy

Voting

Records

A

description

of

the

policies

and

procedures

that

the

iShares

Funds

use

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

and

information

about

how

the

iShares

Funds

voted

proxies

relating

to

portfolio

securities

during

the

most

recent

twelve-month

period

ending

June

30

is

available

without

charge,

upon

request

(1)

by

calling

toll-free

1-800-474-2737;

(2)

on

the

iShares

website

at

iShares.com

;

and

(3)

on

the

SEC

website

at

sec.gov

.

A

description

of

the Trust’s

policies

and

procedures

with

respect

to

the

disclosure

of

the

Fund’s

portfolio

securities

is

available

in

the

Fund

Prospectus.

The

Fund

discloses

its

portfolio

holdings

daily

and

provides

information

regarding

its

top

holdings

in

Fund

fact

sheets

at

iShares.com

.

Glossary

of

Terms

Used

in

this

Report

59

Glossary

of

Terms

Used

in

this

Report

Portfolio

Abbreviation

NVS

Non-Voting

Shares

iS-AR-718-0722

Want

to

know

more?

iShares.com

|

1-800-474-2737

This

report

is

intended

for

the

Funds’

shareholders.

It

may

not

be

distributed

to

prospective

investors

unless

it

is

preceded

or

accompanied

by

the

current

prospectus.

Investing

involves

risk,

including

possible

loss

of

principal.

The

iShares

Funds

are

distributed

by

BlackRock

Investments,

LLC

(together

with

its

affiliates,

“BlackRock”).

The

iShares

Funds

are

not

sponsored,

endorsed,

issued,

sold

or

promoted

by

MSCI

Inc.,

nor

does

this

company

make

any

representation

regarding

the

advisability

of

investing

in

the

iShares

Funds.

BlackRock

is

not

affiliated

with

the

company

listed

above.

©2022

BlackRock,

Inc.

All

rights

reserved.

iSHARES

and

BLACKROCK

are

registered

trademarks

of

BlackRock,

Inc.

or

its

subsidiaries.

All

other

marks

are

the

property

of

their

respective

owners.

(b) Not Applicable

Item 2.      Code of Ethics.

The registrant

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 clarify an inconsistency in to whom persons covered by the code should report suspected violations of the code. The amendment clarifies that such reporting should be made to BlackRock’s General Counsel, and retains the alternative option of anonymous reporting following “whistleblower” policies. Other non

‐

material changes were also made in connection with this amendment. 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, by calling 1-800-474-2737.

Item 3.      Audit Committee Financial Expert.

The registrant’s Board of Trustees has determined that the registrant has more than one audit committee financial expert, as that term is defined under Item 3(b) and 3(c), serving on its audit committee. The audit committee financial experts serving on the registrant’s audit committee are Richard L. Fagnani and Madhav V. Rajan, all of whom are independent, as that term is defined under Item 3(a)(2).

Item 4.      Principal Accountant Fees and Services.

The principal accountant fees disclosed in items 4(a), 4(b), 4(c), 4(d) and 4(g) are for the eleven series of the registrant for which the fiscal year-end is July 31, 2022 (the “Funds”), and whose annual financial statements are reported in Item 1.

(a)

Audit Fees

– The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Funds’ annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $103,750 for the fiscal year ended

July 31, 2021

and $115,150 for the fiscal year ended July 31, 2022.

(b)

Audit-Related Fees

– There were no fees billed for the fiscal years end

ed July 31, 2021

and July 31, 2022 for assurance and related services by the principal accountant that were reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under (a) of this Item.

(c)

Tax Fees

– The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning for the Funds were $106,700 for the fiscal year ended

July 31, 2021

and $106,700 for the fiscal year ended July 31, 2022. These services related to the review of the Funds’ tax returns and excise tax calculations.

(d)

All Other Fees

– There were no other fees billed in each of the fiscal years end

ed July 31, 2021 and July 31, 2022

for products and services provided by the principal accountant, other than the services reported in (a) through (c) of this Item.

(e)

(1) The registrant’s audit committee charter, as amended, provides that the audit committee is responsible for the approval, prior to appointment, of the engagement of the principal accountant to annually audit and provide their opinion on the registrant’s financial statements. The audit committee must also approve, prior to appointment, the engagement of the principal accountant to provide non-audit services to the registrant or to any entity controlling, controlled by or under common control with the registrant’s investment adviser (“Adviser Affiliate”) that provides ongoing services to the registrant, if the engagement relates directly to the operations and financial reporting of the registrant.

(2) There were no services described in (b) through (d) above that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f)

None of the hours expended on the principal accountant’s engagement to audit the Funds’ financial statements for the fiscal year ended July 31, 2022 were attributable to work performed by persons other than the principal accountant’s full-time, permanent employees.

(g)

The aggregate non-audit fees billed by the registrant’s principal accountant for services rendered to the Funds, and rendered to the registrant’s investment adviser, and any Adviser Affiliate that provides ongoing services to the registrant for the last two fiscal years were $106,700 for the fiscal year ended

July 31, 2021

and $106,700 for the fiscal year ended July 31, 2022.

 

(h)

The registrant’s audit committee has considered whether the provision of non-audit services rendered to the registrant’s investment adviser and any Adviser Affiliate that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, if any, is compatible with maintaining the principal accountant’s independence, and has determined that the provision of these services, if any, does not compromise the principal accountant’s independence.

(i)

Not Applicable

(j)

Not Applicable

Item 5.      Audit Committee of Listed Registrants

(a)

The registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act of 1934 and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act of 1934.  The registrant’s audit committee members are Richard L. Fagnani, Cecilia H. Herbert and Madhav V. Rajan.

(b) Not applicable.

Item 6.      Investments.

(a)Schedules of investments are included as part of the reports to shareholders filed under Item 1 of this Form.

(b)Not applicable.

Item 7.      Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

      Not applicable to the registrant.

Item 8.      Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to the registrant.

Item 9.      Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

      Not applicable to the registrant.

Item 10.    Submission of Matters to a Vote of Security Holders.

      There were no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees.

Item 11.    Controls and Procedures.

(a) The President (the registrant’s Principal Executive Officer) and Treasurer and Chief Financial Officer (the registrant’s Principal Financial Officer) have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) are effective as of a date within 90 days of the filing date of this report, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the Investment Company Act of 1940 and Rules 13a-15(b) or 15d-15(b) under the Exchange Act of 1934.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) 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 to the registrant.

Item 13.    Exhibits.

(a) (1) Code of Ethics is not filed as an exhibit; please refer to Item 2.

(a) (2) Section 302 Certifications are attached.

      (a) (3) Any written solicitation to purchase securities under Rule 23c-1 – Not Applicable.

      (a) (4) Change in Registrant’s independent public accountant – Not Applicable.

(b) Section 906 Certifications are attached.

                                                                    

SIGNATURES

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.
iShares Trust
By: /s/ Armando Senra
Armando Senra, President (Principal Executive Officer)
Date:	September 23, 2022
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/ Armando Senra
Armando Senra, President (Principal Executive Officer)
Date:		September 23, 2022
By: /s/ Trent Walker
Trent Walker, Treasurer and Chief Financial Officer (Principal Financial Officer)
Date:		September 23, 2022