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: BlackRock Fund Advisors 400 Howard Street, San Francisco, CA				94105
(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, 2023
Date of reporting period:	July 31, 2023

Item 1.   Reports to Stockholders.

(a) The Report to Shareholders is attached herewith.

July

31,

2023

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

2023

Annual

Report

Dear

Shareholder,

Despite

an

uncertain

economic

landscape

during

the

12-month

reporting

period

ended

July

31,

2023,

the

resilience

of

the

U.S.

economy

in

the

face

of

ever

tighter

financial

conditions

provided

an

encouraging

backdrop

for

investors.

While

inflation

was

near

multi-decade

highs

at

the

beginning

of

the

period,

it

declined

precipitously

as

commodity

prices

dropped.

Labor

shortages

also

moderated,

although

wages

continued

to

grow

and

unemployment

rates

reached

the

lowest

levels

in

decades.

This

robust

labor

market

powered

further

growth

in

consumer

spending,

backstopping

the

economy.

Equity

returns

were

solid,

as

the

durability

of

consumer

sentiment

eased

investors’

concerns

about

the

economy’s

trajectory.

The

U.S.

economy

resumed

growth

in

the

third

quarter

of

2022

and

continued

to

expand

thereafter.

Most

major

classes

of

equities

advanced,

including

large-

and

small-capitalization

U.S.

stocks

and

equities

from

developed

and

emerging

markets.

The

10-year

U.S.

Treasury

yield

rose

during

the

reporting

period,

driving

its

price

down,

as

investors

reacted

to

elevated

inflation

and

attempted

to

anticipate

future

interest

rate

changes.

The

corporate

bond

market

also

faced

inflationary

headwinds,

although

high-yield

corporate

bond

prices

fared

significantly

better

than

investment-grade

bonds

as

demand

from

yield-seeking

investors

remained

strong.

The

U.S.

Federal

Reserve

(the

“Fed”),

acknowledging

that

inflation

has

been

more

persistent

than

expected,

raised

interest

rates

seven

times

during

the

12-month

period

ended

July

31,

2023.

Furthermore,

the

Fed

wound

down

its

bond-buying

programs

and

incrementally

reduced

its

balance

sheet

by

not

replacing

securities

that

reach

maturity.

However,

the

Fed

declined

to

raise

interest

rates

at

its

June

2023

meeting,

the

first

time

it

paused

its

tightening

in

the

current

cycle,

before

again

raising

rates

in

July

2023.

Supply

constraints

appear

to

have

become

an

embedded

feature

of

the

new

macroeconomic

environment,

making

it

difficult

for

developed

economies

to

increase

production

without

sparking

higher

inflation.

Geopolitical

fragmentation

and

an

aging

population

risk

further

exacerbating

these

constraints,

keeping

the

labor

market

tight

and

wage

growth

high.

Although

the

Fed

has

decelerated

the

pace

of

interest

rate

hikes

and

recently

opted

for

a

pause,

we

believe

that

the

new

economic

regime

means

that

the

Fed

will

need

to

maintain

high

rates

for

an

extended

period

to

keep

inflation

under

control.

Furthermore,

ongoing

structural

changes

may

mean

that

the

Fed

will

be

hesitant

to

cut

interest

rates

in

the

event

of

faltering

economic

activity

lest

inflation

accelerate

again.

We

believe

investors

should

expect

a

period

of

higher

volatility

as

markets

adjust

to

the

new

economic

reality

and

policymakers

attempt

to

adapt.

While

we

favor

an

overweight

position

to

developed

market

equities

in

the

long

term,

we

prefer

an

underweight

stance

in

the

near-term.

Expectations

for

corporate

earnings

remain

elevated,

which

seems

inconsistent

with

macroeconomic

constraints.

Nevertheless,

we

are

overweight

on

emerging

market

stocks

in

the

near-term

as

growth

trends

for

emerging

markets

appear

brighter.

We

also

believe

that

stocks

with

an

A.I.

tilt

should

benefit

from

an

investment

cycle

that

is

set

to

support

revenues

and

margins.

We

are

neutral

on

credit

overall

amid

tightening

credit

and

financial

conditions;

however,

there

are

selective

opportunities

in

the

near

term.

For

fixed

income

investing

with

a

six-

to

twelve-month

horizon,

we

see

the

most

attractive

investments

in

short-term

U.S.

Treasuries,

U.S.

inflation-linked

bonds,

U.S.

mortgage-

backed

securities,

and

hard-currency

emerging

market

bonds.

Overall,

our

view

is

that

investors

need

to

think

globally,

position

themselves

to

be

prepared

for

a

decarbonizing

economy,

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,

2023

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)

13.52%

13.02%

U.S.

small

cap

equities

(Russell

2000

®

Index)

4.51

7.91

International

equities

(MSCI

Europe,

Australasia,

Far

East

Index)

6.65

16.79

Emerging

market

equities

(MSCI

Emerging

Markets

Index)

3.26

8.35

3-month

Treasury

bills

(ICE

BofA

3-Month

U.S.

Treasury

Bill

Index)

2.34

3.96

U.S.

Treasury

securities

(ICE

BofA

10-Year

U.S.

Treasury

Index)

(2.08)

(7.56)

U.S.

investment

grade

bonds

(Bloomberg

U.S.

Aggregate

Bond

Index)

(1.02)

(3.37)

Tax-exempt

municipal

bonds

(Bloomberg

Municipal

Bond

Index)

0.20

0.93

U.S.

high

yield

bonds

(Bloomberg

U.S.

Corporate

High

Yield

2%

Issuer

Capped

Index)

2.92

4.42

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

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

48

Board

Review

and

Approval

of

Investment

Advisory

Contract

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

49

Supplemental

Information

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

53

Trustee

and

Officer

Information

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

54

General

Information

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

56

Market

Overview

4

2023

iShares

Annual

Report

to

Shareholders

iShares

Trust

Global

Market

Overview

Global

equity

markets

advanced

during

the

12

months

ended

July

31,

2023

(“reporting

period”),

supported

by

continued

economic

growth

and

moderating

inflation.

The

MSCI

ACWI,

a

broad

global

equity

index

that

includes

both

developed

and

emerging

markets,

returned

12.91%

in

U.S.

dollar

terms

for

the

reporting

period.

Despite

concerns

about

the

impact

of

higher

interest

rates

and

rising

prices,

the

global

economy

continued

to

grow,

albeit

at

a

slower

pace

than

during

the

initial

post-pandemic

recovery.

Inflation

began

to

subside

in

most

regions

of

the

world,

and

lower

energy

prices

reduced

pressure

on

consumers,

leading

consumer

and

business

sentiment

to

improve.

While

the

Russian

invasion

of

Ukraine

continued

to

disrupt

trade

in

Europe

and

elsewhere,

market

adaptation

lessened

the

economic

impact

of

the

ongoing

war.

The

prices

of

oil,

natural

gas,

and

wheat

all

declined

during

the

reporting

period,

easing

pressure

on

the

world’s

economies.

The

U.S.

Federal

Reserve

(“Fed”)

tightened

monetary

policy

rapidly,

raising

short-term

interest

rates

seven

times

during

the

reporting

period.

The

pace

of

tightening

decelerated

as

the

Fed

twice

lowered

the

increment

of

increase

before

pausing

entirely

in

June

2023,

the

first

time

it

declined

to

take

action

since

the

tightening

cycle

began.

However,

the

Fed

then

raised

interest

rates

again

at

its

July

2023

meeting

and

stated

that

it

would

continue

to

monitor

economic

data.

The

Fed

also

continued

to

decrease

the

size

of

its

balance

sheet

by

reducing

the

store

of

U.S.

Treasuries

it

had

accumulated

to

stabilize

markets

in

the

early

phases

of

the

coronavirus

pandemic.

Despite

the

tightening

financial

conditions,

the

U.S.

economy

demonstrated

continued

strength,

and

U.S.

equities

advanced.

The

economy

returned

to

growth

in

the

third

quarter

of

2022

and

showed

robust,

if

slightly

slower,

growth

thereafter.

Consumers

powered

the

economy

and

increased

their

spending

in

both

nominal

and

inflation-adjusted

terms.

Spending

was

helped

by

a

strong

labor

market,

as

unemployment

remained

very

low

in

historic

terms,

and

the

total

number

of

employed

persons

reached

an

all-time

high.

Tightness

in

the

labor

market

drove

higher

wages,

although

wage

growth

slowed

as

the

reporting

period

continued.

European

stocks

outpaced

their

counterparts

in

most

other

regions

of

the

globe,

advancing

strongly

for

the

reporting

period

despite

modest

economic

growth.

European

stocks

benefited

from

a

solid

recovery

following

the

early

phases

of

the

war

in

Ukraine.

While

the

conflict

disrupted

critical

natural

gas

supplies,

new

sources

were

secured

and

prices

declined,

while

a

warm

winter

helped

moderate

consumption.

The

European

Central

Bank

(“ECB”)

responded

to

the

highest

inflation

since

the

introduction

of

the

euro

by

raising

interest

rates

eight

times

and

beginning

to

reduce

the

size

of

its

debt

holdings.

Stocks

in

the

Asia-Pacific

region

gained,

albeit

at

a

slower

pace

than

other

regions

of

the

world.

Japan

returned

to

growth

in

the

fourth

quarter

of

2022

and

first

quarter

of

2023,

as

strong

business

investment

and

exports

helped

boost

the

economy

and

support

Japanese

equities.

However,

Chinese

stocks

were

negatively

impacted

by

slowing

economic

growth.

While

investors

were

initially

optimistic

following

China’s

lifting

of

several

pandemic-related

lockdowns

in

December

2022,

subsequent

performance

disappointed,

and

tensions

with

the

U.S.

increased.

Emerging

market

stocks

advanced,

as

the

improving

global

economic

environment

reassured

investors.

The

declining

value

of

the

U.S.

dollar

relative

to

many

other

currencies

and

the

slowing

pace

of

the

Fed’s

interest

rate

increases

also

supported

emerging

market

stocks.

iShares

®

Core

Aggressive

Allocation

ETF

5

Fund

Summary

Fund

Summary

as

of

July

31,

2023

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

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

9.57

%

6.73

%

7.63

%

9.57

%

38.52

%

108.54

%

Fund

Market

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

9.73

6.75

7.62

–

%

9.73

38.65

108.46

Index

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

9.69

6.89

7.76

9.69

39.55

111.23

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

1,072.70

‌

$

0.57

‌

$

1,000.00

‌

$

1,024.25

‌

$

0.55

‌

0.11

%

(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,

2023

(continued)

iShares

®

Core

Aggressive

Allocation

ETF

6

2023

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

advanced

for

the

reporting

period

as

equities

gained

significantly,

offsetting

a

decline

in

bond

prices.

The

equity

allocation,

which

represented

approximately

80%

of

the

Index

on

average

during

the

reporting

period,

was

the

largest

contributor

to

the

Index’s

return.

Large

capitalization

U.S.

stocks

contributed

significantly

to

the

Index’s

performance

as

the

U.S.

economy

continued

to

grow

despite

higher

interest

rates.

The

information

technology

sector

advanced

the

most

amid

investor

optimism

surrounding

new

developments

in

artificial

intelligence

(“AI”)

applications.

The

semiconductors

and

semiconductor

equipment

industry

was

a

leading

source

of

strength,

as

the

potential

for

growth

in

AI

boosted

the

industry.

The

software

industry

also

benefited

from

the

new

technology,

as

an

investment

by

a

large

systems

software

company

in

a

leading

AI

company

enabled

the

incorporation

of

AI

into

a

search

engine,

driving

optimism

about

other

future

applications.

The

technology

hardware,

storage

and

peripherals

industry

also

gained

amid

growing

revenues

from

services

and

an

increasing

installed

base

of

users.

Stocks

in

international

developed

markets

also

contributed

to

the

Index’s

return,

led

by

Japanese

stocks

amid

strengthening

growth

in

the

Japanese

economy

for

the

first

half

of

2023.

The

Japanese

industrials

sector

posted

a

notable

advance,

as

higher

net

fees

and

trading

profits

boosted

earnings

in

the

capital

goods

industry.

In

France,

the

consumer

discretionary

sector

was

a

source

of

strength,

driven

primarily

by

luxury

goods

in

the

textiles

and

apparel

industry

amid

an

increase

in

tourism

from

North

America.

Emerging

market

equities

also

posted

a

gain

for

the

reporting

period,

led

by

Taiwanese

stocks.

The

Taiwanese

information

technology

sector

benefited

from

investor

optimism

about

the

impact

of

the

rapid

adoption

of

AI

technology

on

local

companies.

Within

the

bond

allocation,

which

represented

approximately

20%

of

the

Index

on

average

for

the

reporting

period,

U.S.

bonds

detracted

the

most

from

the

Index’s

performance.

The

Fed’s

seven

interest

rate

increases

during

the

reporting

period

worked

against

bond

prices,

making

existing

bonds

relatively

less

attractive.

Portfolio

Information

PORTFOLIO

COMPOSITION

Asset

Class

Percent

of

Total

Investments

(a)

Domestic

Equity

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

48.5‌

%

International

Equity

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

32.8‌

Domestic

Fixed

Income

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

15.8‌

International

Fixed

Income

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

2.9‌

(a)

Excludes

money

market

funds.

FIVE

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

iShares

Core

S&P

500

ETF

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

44.6‌

%

iShares

Core

MSCI

International

Developed

Markets

ETF

......

24.1‌

iShares

Core

Total

USD

Bond

Market

ETF

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

15.8‌

iShares

Core

MSCI

Emerging

Markets

ETF

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

8.7‌

iShares

Core

International

Aggregate

Bond

ETF

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

2.9‌

iShares

®

Core

Conservative

Allocation

ETF

7

Fund

Summary

Fund

Summary

as

of

July

31,

2023

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

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

1.98

%

3.10

%

3.63

%

1.98

%

16.51

%

42.89

%

Fund

Market

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

2.04

3.12

3.64

–

%

2.04

16.62

42.99

Index

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

2.07

3.27

3.76

2.07

17.46

44.69

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

1,024.50

‌

$

0.50

‌

$

1,000.00

‌

$

1,024.30

‌

$

0.50

‌

0.10

%

(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,

2023

(continued)

iShares

®

Core

Conservative

Allocation

ETF

8

2023

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

advanced

for

the

reporting

period

as

equities

gained

significantly,

offsetting

a

decline

in

bond

prices.

The

equity

allocation,

which

represented

approximately

30%

of

the

Index

on

average

for

the

reporting

period,

was

the

largest

contributor

to

the

Index’s

return.

Large

capitalization

U.S.

stocks

contributed

significantly

to

the

Index’s

performance,

as

the

U.S.

economy

continued

to

grow

despite

higher

interest

rates.

The

information

technology

sector

advanced

the

most

amid

investor

optimism

surrounding

new

developments

in

artificial

intelligence

(“AI”)

applications.

The

semiconductors

and

semiconductor

equipment

industry

was

a

leading

source

of

strength,

as

the

potential

for

growth

in

AI

boosted

the

industry.

The

software

industry

also

benefited

from

the

new

technology,

as

an

investment

by

a

large

systems

software

company

in

a

leading

AI

company

enabled

the

incorporation

of

AI

into

a

search

engine,

driving

optimism

about

other

future

applications.

Stocks

in

international

developed

markets

also

contributed

to

the

Index’s

return,

led

by

Japanese

stocks.

The

Japanese

industrials

sector

posted

notable

gains,

as

higher

net

fees

and

trading

profits

boosted

earnings

in

the

capital

goods

industry.

In

France,

the

consumer

discretionary

sector

was

a

source

of

strength,

driven

primarily

by

luxury

goods

in

the

textiles

and

apparel

industry

amid

an

increase

in

tourism

from

North

America.

On

the

downside,

bond

allocation,

which

represented

approximately

70%

of

the

Index

on

average

for

the

reporting

period,

detracted

from

the

Index’s

performance.

U.S.

bonds

detracted

the

most,

as

the

Fed’s

seven

interest

rate

increases

during

the

reporting

period

worked

against

bond

prices,

making

existing

bonds

relatively

less

attractive.

U.S.

Treasuries

declined,

as

the

continued

strength

of

the

U.S.

economy

and

the

Fed’s

outlook

led

investors

to

reassess

the

trajectory

of

interest

rates.

Issuance

of

U.S.

Treasuries

was

substantial

amid

high

deficit

spending.

Mortgage-backed

securities

(“MBS”)

also

detracted,

as

the

Fed

moved

from

net-buying

to

net-selling

MBS,

and

investor

interest

in

MBS

cooled,

driving

mortgage

rates

to

the

highest

level

in

21

years.

Portfolio

Information

PORTFOLIO

COMPOSITION

Asset

Class

Percent

of

Total

Investments

(a)

Domestic

Fixed

Income

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

57.8‌

%

Domestic

Equity

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

19.0‌

International

Equity

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

12.8‌

International

Fixed

Income

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

10.4‌

(a)

Excludes

money

market

funds.

FIVE

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

iShares

Core

Total

USD

Bond

Market

ETF

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

57.8‌

%

iShares

Core

S&P

500

ETF

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

17.4‌

iShares

Core

International

Aggregate

Bond

ETF

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

10.4‌

iShares

Core

MSCI

International

Developed

Markets

ETF

......

9.4‌

iShares

Core

MSCI

Emerging

Markets

ETF

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

3.4‌

iShares

®

Core

Growth

Allocation

ETF

9

Fund

Summary

Fund

Summary

as

of

July

31,

2023

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

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

6.51

%

5.33

%

6.16

%

6.51

%

29.63

%

81.86

%

Fund

Market

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

6.52

5.33

6.17

–

%

6.52

29.64

81.90

Index

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

6.61

5.49

6.30

6.61

30.64

84.17

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

1,053.30

‌

$

0.51

‌

$

1,000.00

‌

$

1,024.30

‌

$

0.50

‌

0.10

%

(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,

2023

(continued)

iShares

®

Core

Growth

Allocation

ETF

10

2023

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

advanced

for

the

reporting

period

as

equities

gained

significantly,

offsetting

a

decline

in

bond

prices.

The

equity

allocation,

which

represented

approximately

60%

of

the

Index

on

average

for

the

reporting

period,

was

the

largest

contributor

to

the

Index’s

return.

Large

capitalization

U.S.

stocks

contributed

significantly

to

the

Index’s

performance,

as

the

U.S.

economy

continued

to

grow

despite

higher

interest

rates.

The

information

technology

sector

advanced

the

most

amid

investor

optimism

surrounding

new

developments

in

artificial

intelligence

(“AI”)

applications.

The

semiconductors

and

semiconductor

equipment

industry

was

a

leading

source

of

strength,

as

the

potential

for

growth

in

AI

boosted

the

industry.

The

software

industry

also

benefited

from

the

new

technology,

as

an

investment

by

a

large

systems

software

company

in

a

leading

AI

company

enabled

the

incorporation

of

AI

into

a

search

engine,

driving

optimism

about

other

future

applications.

The

technology

hardware,

storage,

and

peripherals

industry

also

gained

amid

growing

revenues

from

services

and

an

increasing

installed

base

of

users.

Stocks

in

international

developed

markets

also

contributed

to

the

Index’s

return,

led

by

Japanese

stocks

amid

strengthening

growth

in

the

Japanese

economy

in

the

first

half

of

2023.

The

Japanese

industrials

sector

posted

a

notable

advance,

as

higher

net

fees

and

trading

profits

boosted

earnings

in

the

capital

goods

industry.

In

France,

the

consumer

discretionary

sector

was

a

source

of

strength,

driven

primarily

by

luxury

goods

in

the

textiles

and

apparel

industry

amid

an

increase

in

tourism

from

North

America.

Emerging

market

equities

also

contributed,

led

by

Taiwanese

stocks.

The

Taiwanese

information

technology

sector

benefited

from

investor

optimism

about

the

impact

of

the

rapid

adoption

of

AI

technology

on

local

companies.

On

the

downside,

the

bond

allocation,

which

represented

approximately

40%

of

the

Index

on

average

for

the

reporting

period,

detracted.

U.S.

bonds

detracted

the

most,

as

the

Fed’s

seven

interest

rate

increases

during

the

reporting

period

worked

against

bond

prices,

making

existing

bonds

relatively

less

attractive.

Portfolio

Information

PORTFOLIO

COMPOSITION

Asset

Class

Percent

of

Total

Investments

(a)

Domestic

Equity

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

37.0‌

%

Domestic

Fixed

Income

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

32.2‌

International

Equity

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

25.0‌

International

Fixed

Income

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

5.8‌

(a)

Excludes

money

market

funds.

FIVE

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

iShares

Core

S&P

500

ETF

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

34.0‌

%

iShares

Core

Total

USD

Bond

Market

ETF

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

32.2‌

iShares

Core

MSCI

International

Developed

Markets

ETF

......

18.4‌

iShares

Core

MSCI

Emerging

Markets

ETF

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

6.6‌

iShares

Core

International

Aggregate

Bond

ETF

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

5.8‌

iShares

®

Core

Moderate

Allocation

ETF

11

Fund

Summary

Fund

Summary

as

of

July

31,

2023

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

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

3.48

%

3.85

%

4.49

%

3.48

%

20.81

%

55.12

%

Fund

Market

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

3.57

3.86

4.48

–

%

3.57

20.83

54.97

Index

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

3.57

4.03

4.62

3.57

21.82

57.13

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

1,034.00

‌

$

0.50

‌

$

1,000.00

‌

$

1,024.30

‌

$

0.50

‌

0.10

%

(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,

2023

(continued)

iShares

®

Core

Moderate

Allocation

ETF

12

2023

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

advanced

for

the

reporting

period

as

equities

gained

significantly,

offsetting

a

decline

in

bond

prices.

The

equity

allocation,

which

represented

approximately

40%

of

the

Index

on

average

for

the

reporting

period,

was

the

largest

contributor

to

the

Index’s

return.

Large

capitalization

U.S.

stocks

contributed

significantly

to

the

Index’s

performance,

as

the

U.S.

economy

continued

to

grow

despite

higher

interest

rates.

The

information

technology

sector

advanced

the

most

amid

investor

optimism

surrounding

new

developments

in

artificial

intelligence

(“AI”)

applications.

The

semiconductors

and

semiconductor

equipment

industry

was

a

leading

source

of

strength,

as

the

potential

for

growth

in

AI

boosted

the

industry.

The

software

industry

also

benefited

from

the

new

technology,

as

an

investment

by

a

large

systems

software

company

in

a

leading

AI

company

enabled

the

incorporation

of

AI

into

a

search

engine,

driving

optimism

about

other

future

applications.

The

technology

hardware,

storage

and

peripherals

industry

also

gained

amid

growing

revenues

from

services

and

an

increasing

installed

base

of

users.

Stocks

in

international

developed

markets

also

contributed

to

the

Index’s

return,

led

by

Japanese

stocks

amid

strengthening

growth

in

the

Japanese

economy

in

the

first

half

of

2023.

The

Japanese

industrials

sector

posted

a

notable

advance,

as

higher

net

fees

and

trading

profits

boosted

earnings

in

the

capital

goods

industry.

In

France,

the

consumer

discretionary

sector

was

a

source

of

strength,

driven

primarily

by

luxury

goods

in

the

textiles

and

apparel

industry

amid

an

increase

in

tourism

from

North

America.

On

the

downside,

the

bond

allocation,

which

represented

approximately

60%

of

the

Index

on

average

for

the

reporting

period,

detracted.

U.S.

bonds

detracted

the

most,

as

the

Fed’s

seven

interest

rate

increases

during

the

reporting

period

worked

against

bond

prices,

making

existing

bonds

relatively

less

attractive.

U.S.

Treasuries

declined

the

most,

as

the

continued

strength

of

the

U.S.

economy

and

the

Fed’s

outlook

led

investors

to

reassess

the

trajectory

of

interest

rates.

Issuance

of

U.S.

Treasuries

was

substantial

amid

high

deficit

spending.

Portfolio

Information

PORTFOLIO

COMPOSITION

Asset

Class

Percent

of

Total

Investments

(a)

Domestic

Fixed

Income

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

49.1‌

%

Domestic

Equity

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

25.0‌

International

Equity

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

17.0‌

International

Fixed

Income

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

8.9‌

(a)

Excludes

money

market

funds.

FIVE

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

iShares

Core

Total

USD

Bond

Market

ETF

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

49.1‌

%

iShares

Core

S&P

500

ETF

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

23.0‌

iShares

Core

MSCI

International

Developed

Markets

ETF

......

12.5‌

iShares

Core

International

Aggregate

Bond

ETF

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

8.9‌

iShares

Core

MSCI

Emerging

Markets

ETF

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

4.5‌

iShares

®

Morningstar

Multi-Asset

Income

ETF

13

Fund

Summary

Fund

Summary

as

of

July

31,

2023

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

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

2.14

%

0.15

%

2.64

%

2.14

%

0.76

%

29.82

%

Fund

Market

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

1.76

0.10

2.61

–

%

1.76

0.48

29.42

Index

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

2.53

0.24

2.67

2.53

1.23

30.10

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

1,005.70

‌

$

1.24

‌

$

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,

2023

(continued)

iShares

®

Morningstar

Multi-Asset

Income

ETF

14

2023

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

advanced

for

the

reporting

period.

The

equity

component

was

the

largest

contributor

to

the

Index’s

return,

as

resilience

in

the

global

economy

supported

stocks.

High-dividend

stocks

in

emerging

markets

gained,

as

easing

inflation

drove

optimism

for

lower

interest

rates.

Brazilian

stocks

benefited

from

accelerating

economic

growth

in

the

first

quarter

of

2023

amid

slowing

inflation

and

higher

agricultural

output.

Robust

exports

drove

the

strong

performance

of

the

Brazilian

real

relative

to

the

U.S.

dollar,

increasing

the

value

of

Brazilian

stocks

in

U.S.

dollar

terms.

A

large

oil

company

continued

making

dividend

payments

even

as

earnings

declined

due

to

lower

oil

prices.

High-dividend

Taiwanese

stocks

also

advanced,

as

its

information

technology

companies

were

buoyed

by

growing

investor

interest

in

technologies

related

to

artificial

intelligence

(“AI”).

Growth

in

AI

applications

benefited

companies

that

made

AI

server

partnerships

with

a

large

U.S.

chipmaker.

Securities

outside

the

U.S.

that

had

relatively

high

dividends

also

contributed

to

the

Index’s

performance,

helped

by

the

strong

performance

of

Australian

stocks.

Mining

companies

posted

a

solid

advance,

as

Australian

exports

remained

elevated

relative

to

pre-pandemic

levels

despite

a

decline

in

the

value

of

many

commodities.

Development

of

several

new

mining

and

modernization

projects

supported

cash

flows

and

dividend

payments.

Italian

stocks

also

contributed,

as

a

large

energy

company

posted

robust

profits

and

struck

deals

to

replace

Russian

natural

gas

with

other

sources.

The

bond

component

of

the

Index

also

contributed

to

the

Index’s

return

overall.

Emerging

market

bonds

denominated

in

local

currencies

gained,

primarily

driven

by

Latin

American

bonds.

Resilient

economic

conditions

in

much

of

the

region,

decelerating

inflation,

and

the

strong

performance

relative

to

the

U.S.

dollar

of

several

currencies,

including

the

Colombian

peso,

the

Mexican

peso,

and

the

Brazilian

real,

bolstered

gains

in

bond

prices.

High-yield

corporate

bonds

also

posted

an

advance,

as

investor

demand

for

higher-yield

bonds

was

robust,

and

issuance

accelerated

in

the

second

half

of

the

reporting

period.

Optimism

about

the

state

of

the

U.S.

economy

helped

to

narrow

the

yield

spread

between

higher-rated

and

lower-rated

corporate

debt.

Portfolio

Information

PORTFOLIO

COMPOSITION

Asset

Class

Percent

of

Total

Investments

(a)

Domestic

Fixed

Income

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

34.2‌

%

International

Fixed

Income

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

24.6‌

International

Equity

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

20.1‌

Domestic

Real

Estate

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

11.0‌

Domestic

Equity

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

10.1‌

(a)

Excludes

money

market

funds.

FIVE

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

iShares

iBoxx

$

High

Yield

Corporate

Bond

ETF

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

19.7‌

%

iShares

Floating

Rate

Bond

ETF

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

14.6‌

iShares

1-5

Year

Investment

Grade

Corporate

Bond

ETF

.......

14.5‌

iShares

Mortgage

Real

Estate

ETF

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

11.0‌

iShares

Emerging

Markets

Dividend

ETF

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

10.2‌

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,

2023

iShares

®

Core

Aggressive

Allocation

ETF

(Percentages

shown

are

based

on

Net

Assets)

16

2023

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Investment

Companies

(a)

Domestic

Equity

 — 

48

.4

%

iShares

Core

S&P

500

ETF

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

1,617,137

$

744,174,105

iShares

Core

S&P

Mid-Cap

ETF

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

167,902

45,736,505

iShares

Core

S&P

Small-Cap

ETF

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

187,105

19,675,962

809,586,572

a

Domestic

Fixed

Income

 — 

15

.8

%

iShares

Core

Total

USD

Bond

Market

ETF

........

5,838,864

264,617,316

a

International

Equity

 — 

32

.8

%

iShares

Core

MSCI

Emerging

Markets

ETF

.......

2,778,628

145,127,740

iShares

Core

MSCI

International

Developed

Markets

ETF

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

6,394,176

402,513,379

547,641,119

a

International

Fixed

Income

 — 

2

.9

%

iShares

Core

International

Aggregate

Bond

ETF

....

970,538

47,857,229

a

Total

Long-Term

Investments — 99.9%

(Cost:

$

1,531,748,075

)

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

1,669,702,236

Security

Shares

Value

a

Short-Term

Securities

Money

Market

Funds

 — 

0

.1

%

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

,

5.22

%

(a)

(b)

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

2,259,190

$

2,259,190

a

Total

Short-Term

Securities — 0.1%

(Cost:

$

2,259,190

)

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

2,259,190

Total

Investments

—

100.0%

(Cost:

$

1,534,007,265

)

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

1,671,961,426

Liabilities

in

Excess

of

Other

Assets

—

0

.0

%

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

(

8,380

)

Net

Assets

—

100.0%

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

$

1,671,953,046

(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,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

  Shares

Held

at

07/31/23

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

(a)

$

2,154,731

$

—

$

(

2,147,336

)

(b)

$

(

6,967

)

$

(

428

)

$

—

—

$

35,229

(c)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

2,676,395

—

(

417,205

)

(b)

—

—

2,259,190

2,259,190

103,311

4

iShares

Core

International

Aggregate

Bond

ETF

........

46,675,765

22,863,472

(

19,787,458

)

(

443,828

)

(

1,450,722

)

47,857,229

970,538

1,054,020

—

iShares

Core

MSCI

Emerging

Markets

ETF

........

120,130,033

73,546,798

(

62,467,045

)

1,366,705

12,551,249

145,127,740

2,778,628

3,465,516

—

iShares

Core

MSCI

International

Developed

Markets

ETF

..

354,435,384

162,596,727

(

162,566,511

)

6,170,392

41,877,387

402,513,379

6,394,176

9,197,668

—

iShares

Core

S&P

500

ETF

.....

648,726,023

271,497,922

(

252,184,142

)

82,809,609

(

6,675,307

)

744,174,105

1,617,137

10,593,510

—

iShares

Core

S&P

Mid-Cap

ETF

..

39,596,754

17,640,809

(

15,476,292

)

5,527,446

(

1,552,212

)

45,736,505

167,902

678,604

—

iShares

Core

S&P

Small-Cap

ETF

17,284,624

8,193,494

(

6,714,701

)

1,828,531

(

915,986

)

19,675,962

187,105

274,085

—

iShares

Core

Total

USD

Bond

Market

ETF

........

264,302,281

120,096,407

(

106,142,690

)

(

1,665,564

)

(

11,973,118

)

264,617,316

5,838,864

7,777,883

—

$

95,586,324

$

31,860,863

$

1,671,961,426

$

33,179,826

$

4

(a)

As

of

period

end,

the

entity

is

no

longer

held.

(b)

Represents

net

amount

purchased

(sold).

iShares

®

Core

Aggressive

Allocation

ETF

Schedule

of

Investments

(continued)

July

31,

2023

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,

2023,

the

effect

of

derivative

financial

instruments

in

the

Statements

of

Operations

was

as

follows:

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

For

more

information

about

the

Fund’s

investment

risks

regarding

derivative

financial

instruments,

refer

to

the

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.

Futures

Contracts

Description

Number

of

Contracts

Expiration

Date

Notional

Amount

(000)

Value/

Unrealized

Appreciation

(Depreciation)

Long

Contracts

E-Mini

S&P

500

Index

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

9

09/15/23

$

2,077

$

101,051

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)

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

$

—

$

—

$

101,051

$

—

$

—

$

—

$

101,051

(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

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

$

—

$

—

$

(

186,223

)

$

—

$

—

$

—

$

(

186,223

)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

contracts

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

$

—

$

—

$

(

2,224

)

$

—

$

—

$

—

$

(

2,224

)

Futures

contracts

Average

notional

value

of

contracts

—

long

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

$

1,431,244

a

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

Core

Aggressive

Allocation

ETF

18

2023

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

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

$

1,669,702,236

$

—

$

—

$

1,669,702,236

Short-Term

Securities

Money

Market

Funds

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

2,259,190

—

—

2,259,190

$

1,671,961,426

$

—

$

—

$

1,671,961,426

Derivative

Financial

Instruments

(a)

Assets

Equity

Contracts

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

$

101,051

$

—

$

—

$

101,051

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,

2023

(Percentages

shown

are

based

on

Net

Assets)

19

Schedule

of

Investments

Security

Shares

Value

a

Investment

Companies

(a)

Domestic

Equity

 — 

18

.9

%

iShares

Core

S&P

500

ETF

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

256,230

$

117,911,921

iShares

Core

S&P

Mid-Cap

ETF

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

26,602

7,246,385

iShares

Core

S&P

Small-Cap

ETF

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

29,645

3,117,468

128,275,774

a

Domestic

Fixed

Income

 — 

57

.6

%

iShares

Core

Total

USD

Bond

Market

ETF

(b)

.......

8,634,800

391,329,136

a

International

Equity

 — 

12

.8

%

iShares

Core

MSCI

Emerging

Markets

ETF

(b)

......

440,266

22,995,093

iShares

Core

MSCI

International

Developed

Markets

ETF

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

1,013,146

63,777,541

86,772,634

a

International

Fixed

Income

 — 

10

.4

%

iShares

Core

International

Aggregate

Bond

ETF

....

1,435,277

70,773,509

a

Total

Long-Term

Investments — 99.7%

(Cost:

$

749,212,282

)

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

677,151,053

Security

Shares

Value

a

Short-Term

Securities

Money

Market

Funds

 — 

3

.3

%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

,

5.42

%

(a)

(c)

(d)

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

20,292,355

$

20,296,414

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

,

5.22

%

(a)

(c)

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

1,779,284

1,779,284

a

Total

Short-Term

Securities — 3.3%

(Cost:

$

22,075,780

)

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

22,075,698

Total

Investments

—

103.0%

(Cost:

$

771,288,062

)

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

699,226,751

Liabilities

in

Excess

of

Other

Assets

—

(

3

.0

)

%

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

(

20,345,948

)

Net

Assets

—

100.0%

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

$

678,880,803

(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,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

  Shares

Held

at

07/31/23

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

—

$

20,297,986

(a)

$

—

$

(

1,490

)

$

(

82

)

$

20,296,414

20,292,355

$

18,381

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

.....

2,230,003

—

(

450,719

)

(a)

—

—

1,779,284

1,779,284

67,860

—

iShares

Core

International

Aggregate

Bond

ETF

.......

82,767,554

78,036,200

(

86,171,460

)

(

2,000,624

)

(

1,858,161

)

70,773,509

1,435,277

1,891,984

—

iShares

Core

MSCI

Emerging

Markets

ETF

.

22,823,154

27,789,383

(

29,806,350

)

(

31,550

)

2,220,456

22,995,093

440,266

642,838

—

iShares

Core

MSCI

International

Developed

Markets

ETF

.

67,340,977

68,213,160

(

80,934,394

)

2,064,109

7,093,689

63,777,541

1,013,146

1,597,488

—

iShares

Core

S&P

500

ETF

....

123,249,129

113,924,771

(

131,219,929

)

2,790,138

9,167,812

117,911,921

256,230

2,137,905

—

iShares

Core

S&P

Mid-Cap

ETF

.

7,520,623

7,403,319

(

8,368,217

)

315,442

375,218

7,246,385

26,602

138,616

—

iShares

Core

S&P

Small-Cap

ETF

3,292,532

3,118,406

(

3,441,962

)

198,503

(

50,011

)

3,117,468

29,645

55,232

—

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

Core

Conservative

Allocation

ETF

20

2023

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

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

  Shares

Held

at

07/31/23

Income

  Capital

Gain

Distributions

from

Underlying

Funds

iShares

Core

Total

USD

Bond

Market

ETF

..

$

468,677,355

$

429,507,868

$

(

478,625,695

)

$

(

11,505,012

)

$

(

16,725,380

)

$

391,329,136

8,634,800

$

13,696,711

$

—

$

(

8,170,484

)

$

223,541

$

699,226,751

$

20,247,015

$

—

(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.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Investment

Companies

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

$

677,151,053

$

—

$

—

$

677,151,053

Short-Term

Securities

Money

Market

Funds

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

22,075,698

—

—

22,075,698

$

699,226,751

$

—

$

—

$

699,226,751

iShares

®

Core

Growth

Allocation

ETF

Schedule

of

Investments

July

31,

2023

(Percentages

shown

are

based

on

Net

Assets)

21

Schedule

of

Investments

Security

Shares

Value

a

Investment

Companies

(a)

Domestic

Equity

 — 

36

.9

%

iShares

Core

S&P

500

ETF

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

1,411,387

$

649,492,070

iShares

Core

S&P

Mid-Cap

ETF

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

146,541

39,917,768

iShares

Core

S&P

Small-Cap

ETF

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

163,297

17,172,312

706,582,150

a

Domestic

Fixed

Income

 — 

32

.2

%

iShares

Core

Total

USD

Bond

Market

ETF

........

13,589,302

615,867,167

a

International

Equity

 — 

24

.9

%

iShares

Core

MSCI

Emerging

Markets

ETF

.......

2,425,105

126,663,234

iShares

Core

MSCI

International

Developed

Markets

ETF

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

5,580,648

351,301,792

477,965,026

a

International

Fixed

Income

 — 

5

.8

%

iShares

Core

International

Aggregate

Bond

ETF

....

2,258,812

111,382,020

a

Total

Long-Term

Investments — 99.8%

(Cost:

$

1,927,032,782

)

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

1,911,796,363

Security

Shares

Value

a

Short-Term

Securities

Money

Market

Funds

 — 

0

.2

%

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

,

5.22

%

(a)

(b)

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

3,504,508

$

3,504,508

a

Total

Short-Term

Securities — 0.2%

(Cost:

$

3,504,508

)

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

3,504,508

Total

Investments

—

100.0%

(Cost:

$

1,930,537,290

)

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

1,915,300,871

Liabilities

in

Excess

of

Other

Assets

—

0

.0

%

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

(

167,940

)

Net

Assets

—

100.0%

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

$

1,915,132,931

(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,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

  Shares

Held

at

07/31/23

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

(a)

$

161,535,851

$

—

$

(

161,469,472

)

(b)

$

(

34,080

)

$

(

32,299

)

$

—

—

$

55,693

(c)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

.....

2,239,395

1,265,113

(b)

—

—

—

3,504,508

3,504,508

153,041

1

iShares

Core

International

Aggregate

Bond

ETF

.......

122,727,366

85,894,236

(

91,785,716

)

(

2,250,965

)

(

3,202,901

)

111,382,020

2,258,812

3,294,985

—

iShares

Core

MSCI

Emerging

Markets

ETF

.

118,447,766

106,042,043

(

113,202,151

)

3,980,991

11,394,585

126,663,234

2,425,105

3,623,383

—

iShares

Core

MSCI

International

Developed

Markets

ETF

.

349,475,537

249,710,728

(

302,101,139

)

15,285,012

38,931,654

351,301,792

5,580,648

8,822,872

—

iShares

Core

S&P

500

ETF

....

639,637,549

409,438,418

(

470,844,245

)

84,416,438

(

13,156,090

)

649,492,070

1,411,387

10,625,619

—

iShares

Core

S&P

Mid-Cap

ETF

.

39,037,180

26,855,185

(

30,037,197

)

5,970,295

(

1,907,695

)

39,917,768

146,541

683,272

—

iShares

Core

S&P

Small-Cap

ETF

17,043,551

11,792,717

(

12,585,019

)

2,522,347

(

1,601,284

)

17,172,312

163,297

274,758

—

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

Core

Growth

Allocation

ETF

22

2023

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

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

  Shares

Held

at

07/31/23

Income

  Capital

Gain

Distributions

from

Underlying

Funds

iShares

Core

Total

USD

Bond

Market

ETF

..

$

694,941,787

$

463,901,415

$

(

511,039,225

)

$

(

1,413,758

)

$

(

30,523,052

)

$

615,867,167

13,589,302

$

20,587,353

$

—

$

108,476,280

$

(

97,082

)

$

1,915,300,871

$

48,120,976

$

1

(a)

As

of

period

end,

the

entity

is

no

longer

held.

(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.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Investment

Companies

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

$

1,911,796,363

$

—

$

—

$

1,911,796,363

Short-Term

Securities

Money

Market

Funds

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

3,504,508

—

—

3,504,508

$

1,915,300,871

$

—

$

—

$

1,915,300,871

iShares

®

Core

Moderate

Allocation

ETF

Schedule

of

Investments

July

31,

2023

(Percentages

shown

are

based

on

Net

Assets)

23

Schedule

of

Investments

Security

Shares

Value

a

Investment

Companies

(a)

Domestic

Equity

 — 

25

.0

%

iShares

Core

S&P

500

ETF

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

668,650

$

307,699,357

iShares

Core

S&P

Mid-Cap

ETF

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

69,423

18,910,825

iShares

Core

S&P

Small-Cap

ETF

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

77,365

8,135,704

334,745,886

a

Domestic

Fixed

Income

 — 

49

.0

%

iShares

Core

Total

USD

Bond

Market

ETF

........

14,485,484

656,482,135

a

International

Equity

 — 

16

.9

%

iShares

Core

MSCI

Emerging

Markets

ETF

.......

1,148,903

60,007,204

iShares

Core

MSCI

International

Developed

Markets

ETF

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

2,643,858

166,430,861

226,438,065

a

International

Fixed

Income

 — 

8

.9

%

iShares

Core

International

Aggregate

Bond

ETF

....

2,407,776

118,727,434

a

Total

Long-Term

Investments — 99.8%

(Cost:

$

1,405,990,314

)

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

1,336,393,520

Security

Shares

Value

a

Short-Term

Securities

Money

Market

Funds

 — 

0

.2

%

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

,

5.22

%

(a)

(b)

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

3,137,565

$

3,137,565

a

Total

Short-Term

Securities — 0.2%

(Cost:

$

3,137,565

)

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

3,137,565

Total

Investments

—

100.0%

(Cost:

$

1,409,127,879

)

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

1,339,531,085

Liabilities

in

Excess

of

Other

Assets

—

0

.0

%

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

(

110,088

)

Net

Assets

—

100.0%

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

$

1,339,420,997

(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,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

  Shares

Held

at

07/31/23

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

(a)

$

63,558,320

$

—

$

(

63,527,883

)

(b)

$

(

17,898

)

$

(

12,539

)

$

—

—

$

48,784

(c)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

.....

2,973,259

164,306

(b)

—

—

—

3,137,565

3,137,565

112,820

—

iShares

Core

International

Aggregate

Bond

ETF

.......

143,630,531

45,101,400

(

63,991,807

)

(

2,401,944

)

(

3,610,746

)

118,727,434

2,407,776

2,953,521

—

iShares

Core

MSCI

Emerging

Markets

ETF

.

61,611,020

28,659,104

(

35,990,820

)

(

193,260

)

5,921,160

60,007,204

1,148,903

1,581,015

—

iShares

Core

MSCI

International

Developed

Markets

ETF

.

181,777,972

59,775,625

(

96,012,725

)

1,522,046

19,367,943

166,430,861

2,643,858

4,059,738

—

iShares

Core

S&P

500

ETF

....

332,711,997

90,372,792

(

145,596,329

)

34,337,674

(

4,126,777

)

307,699,357

668,650

5,026,730

—

iShares

Core

S&P

Mid-Cap

ETF

.

20,309,270

6,215,243

(

9,198,874

)

2,371,124

(

785,938

)

18,910,825

69,423

323,440

—

iShares

Core

S&P

Small-Cap

ETF

8,872,972

2,742,102

(

3,760,323

)

835,298

(

554,345

)

8,135,704

77,365

129,704

—

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

Core

Moderate

Allocation

ETF

24

2023

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

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

  Shares

Held

at

07/31/23

Income

  Capital

Gain

Distributions

from

Underlying

Funds

iShares

Core

Total

USD

Bond

Market

ETF

..

$

813,311,256

$

230,035,594

$

(

345,263,141

)

$

(

13,411,852

)

$

(

28,189,722

)

$

656,482,135

14,485,484

$

21,945,367

$

—

$

23,041,188

$

(

11,990,964

)

$

1,339,531,085

$

36,181,119

$

—

(a)

As

of

period

end,

the

entity

is

no

longer

held.

(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.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Investment

Companies

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

$

1,336,393,520

$

—

$

—

$

1,336,393,520

Short-Term

Securities

Money

Market

Funds

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

3,137,565

—

—

3,137,565

$

1,339,531,085

$

—

$

—

$

1,339,531,085

iShares

®

Morningstar

Multi-Asset

Income

ETF

Schedule

of

Investments

July

31,

2023

(Percentages

shown

are

based

on

Net

Assets)

25

Schedule

of

Investments

Security

Shares

Value

a

Investment

Companies

(a)

Domestic

Equity

 — 

10

.0

%

iShares

Preferred

and

Income

Securities

ETF

......

436,350

$

13,622,847

a

Domestic

Fixed

Income

 — 

34

.2

%

iShares

1-5

Year

Investment

Grade

Corporate

Bond

ETF

(b)

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

391,649

19,703,861

iShares

iBoxx

$

High

Yield

Corporate

Bond

ETF

(b)

...

354,425

26,759,088

46,462,949

a

Domestic

Real

Estate

 — 

11

.0

%

iShares

Mortgage

Real

Estate

ETF

(b)

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

609,110

14,959,742

a

International

Equity

 — 

20

.0

%

iShares

Emerging

Markets

Dividend

ETF

.........

531,278

13,802,602

iShares

International

Select

Dividend

ETF

........

293,494

8,044,671

iShares

MSCI

EAFE

Value

ETF

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

104,769

5,348,457

27,195,730

a

International

Fixed

Income

 — 

24

.6

%

iShares

Floating

Rate

Bond

ETF

(b)

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

389,636

19,816,887

iShares

J.P.

Morgan

EM

Local

Currency

Bond

ETF

..

185,514

6,969,761

Security

Shares

Value

a

International

Fixed

Income — 24.6%

(continued)

iShares

J.P.

Morgan

USD

Emerging

Markets

Bond

ETF

75,414

$

6,612,299

33,398,947

a

Total

Long-Term

Investments — 99.8%

(Cost:

$

150,211,567

)

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

135,640,215

a

Short-Term

Securities

Money

Market

Funds

 — 

34

.8

%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

,

5.42

%

(a)

(c)

(d)

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

47,030,097

47,039,503

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

,

5.22

%

(a)

(c)

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

263,003

263,003

a

Total

Short-Term

Securities — 34.8%

(Cost:

$

47,303,562

)

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

47,302,506

Total

Investments

—

134.6%

(Cost:

$

197,515,129

)

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

182,942,721

Liabilities

in

Excess

of

Other

Assets

—

(

34

.6

)

%

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

(

47,044,566

)

Net

Assets

—

100.0%

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

$

135,898,155

(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,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

  Shares

Held

at

07/31/23

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

.

$

39,860,940

$

7,155,723

(a)

$

—

$

30,367

$

(

7,527

)

$

47,039,503

47,030,097

$

464,182

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

218,181

44,822

(a)

—

—

—

263,003

263,003

12,595

—

iShares

10-20

Year

Treasury

Bond

ETF

(c)

........

7,230,837

139,144

(

7,021,936

)

(

1,990,529

)

1,642,484

—

—

13,250

—

iShares

1-3

Year

Treasury

Bond

ETF

(c)

........

—

7,151,792

(

7,213,299

)

61,507

—

—

—

45,290

—

iShares

1-5

Year

Investment

Grade

Corporate

Bond

ETF

.........

—

30,188,831

(

10,393,619

)

(

52,947

)

(

38,404

)

19,703,861

391,649

563,268

3,459

iShares

20+

Year

Treasury

Bond

ETF

(c)

........

1,761,215

33,794

(

1,711,500

)

(

720,818

)

637,309

—

—

3,195

—

iShares

5-10

Year

Investment

Grade

Corporate

Bond

ETF

(c)

........

—

8,714,994

(

8,546,670

)

(

168,324

)

—

—

—

62,628

—

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

Morningstar

Multi-Asset

Income

ETF

26

2023

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

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

  Shares

Held

at

07/31/23

Income

  Capital

Gain

Distributions

from

Underlying

Funds

iShares

Emerging

Markets

Dividend

ETF

.........

$

15,178,051

$

5,976,299

$

(

7,211,618

)

$

(

661,942

)

$

521,812

$

13,802,602

531,278

$

1,469,788

$

—

iShares

Floating

Rate

Bond

ETF

.

—

24,088,727

(

4,332,761

)

979

59,942

19,816,887

389,636

558,124

—

iShares

iBoxx

$

High

Yield

Corporate

Bond

ETF

.....

36,322,148

7,909,737

(

16,064,477

)

(

1,075,270

)

(

333,050

)

26,759,088

354,425

1,707,703

—

iShares

International

Select

Dividend

ETF

.........

15,872,729

4,929,605

(

12,291,092

)

(

1,556,568

)

1,089,997

8,044,671

293,494

910,618

—

iShares

J.P.

Morgan

EM

Local

Currency

Bond

ETF

.........

8,665,321

1,970,264

(

4,356,736

)

(

507,462

)

1,198,374

6,969,761

185,514

66,055

—

iShares

J.P.

Morgan

USD

Emerging

Markets

Bond

ETF

26,245,540

11,168,036

(

30,071,886

)

(

1,798,517

)

1,069,126

6,612,299

75,414

715,178

—

iShares

MBS

ETF

(c)

27,259,009

526,116

(

26,773,528

)

(

2,705,329

)

1,693,732

—

—

49,960

—

iShares

Mortgage

Real

Estate

ETF

.

4,149,829

17,620,644

(

5,052,172

)

(

322,088

)

(

1,436,471

)

14,959,742

609,110

1,253,959

—

iShares

MSCI

EAFE

Value

ETF

.....

—

5,218,402

(

234,556

)

7,540

357,071

5,348,457

104,769

137,911

—

iShares

Preferred

and

Income

Securities

ETF

..

28,075,697

4,655,183

(

16,500,200

)

(

2,068,979

)

(

538,854

)

13,622,847

436,350

1,151,938

—

iShares

U.S.

Real

Estate

ETF

(c)

...

5,093,413

101,930

(

4,898,800

)

(

229,475

)

(

67,068

)

—

—

—

—

$

(

13,757,855

)

$

5,848,473

$

182,942,721

$

9,185,642

$

3,459

(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

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

$

135,640,215

$

—

$

—

$

135,640,215

Short-Term

Securities

Money

Market

Funds

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

47,302,506

—

—

47,302,506

$

182,942,721

$

—

$

—

$

182,942,721

27

Financial

Statements

Statements

of

Assets

and

Liabilities

July

31,

2023

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)

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

$

1,671,961,426

‌

$

699,226,751

‌

$

1,915,300,871

‌

$

1,339,531,085

‌

Cash

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

19,013

‌

—

‌

—

‌

—

‌

Cash

pledged:

Futures

contracts

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

112,000

‌

—

‌

—

‌

—

‌

Receivables:

Securities

lending

income

—

affiliated

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

1,803

‌

4,090

‌

—

‌

959

‌

Capital

shares

sold

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

4,224

‌

4,304

‌

4,483

‌

—

‌

Dividends

—

affiliated

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

16,028

‌

7,714

‌

20,628

‌

16,569

‌

Interest

—

unaffiliated

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

131

‌

152

‌

235

‌

253

‌

Variation

margin

on

futures

contracts

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

3,600

‌

—

‌

—

‌

—

‌

Total

assets

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

1,672,118,225

‌

699,243,011

‌

1,915,326,217

‌

1,339,548,866

‌

LIABILITIES

Due

to

broker

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

19,095

‌

—

‌

30,729

‌

17,703

‌

Collateral

on

securities

loaned

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

—

‌

20,307,550

‌

—

‌

—

‌

Payables:

Investment

advisory

fees

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

146,084

‌

54,658

‌

162,557

‌

110,166

‌

Total

liabilities

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

165,179

‌

20,362,208

‌

193,286

‌

127,869

‌

Commitments

and

contingent

liabilities

NET

ASSETS

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

$

1,671,953,046

‌

$

678,880,803

‌

$

1,915,132,931

‌

$

1,339,420,997

‌

NET

ASSETS

CONSIST

OF:

Paid-in

capital

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

$

1,555,914,502

‌

$

760,393,407

‌

$

1,958,420,583

‌

$

1,426,940,219

‌

Accumulated

earnings

(loss)

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

116,038,544

‌

(

81,512,604

)

(

43,287,652

)

(

87,519,222

)

NET

ASSETS

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

$

1,671,953,046

‌

$

678,880,803

‌

$

1,915,132,931

‌

$

1,339,420,997

‌

NET

ASSET

VALUE

Shares

outstanding

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

24,700,000

‌

19,100,000

‌

36,700,000

‌

32,850,000

‌

Net

asset

value

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

$

67.69

‌

$

35.54

‌

$

52.18

‌

$

40.77

‌

Shares

authorized

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

Unlimited

Unlimited

Unlimited

Unlimited

Par

value

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

None

None

None

None

(a)

Securities

loaned,

at

value

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

$

—

‌

$

19,917,877

‌

$

—

‌

$

—

‌

(b)

Investments,

at

cost

—

affiliated

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

$

1,534,007,265

‌

$

771,288,062

‌

$

1,930,537,290

‌

$

1,409,127,879

‌

28

2023

iShares

Annual

Report

to

Shareholders

Statements

of

Assets

and

Liabilities

(continued)

July

31,

2023

See

notes

to

financial

statements.

iShares

Morningstar

Multi-

Asset

Income

ETF

ASSETS

Investments,

at

value

—

affiliated

(a)

(b)

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

$

182,942,721

‌

Receivables:

Securities

lending

income

—

affiliated

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

31,055

‌

Dividends

—

affiliated

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

1,731

‌

Interest

—

unaffiliated

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

21

‌

Total

assets

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

182,975,528

‌

LIABILITIES

Collateral

on

securities

loaned

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

47,048,495

‌

Payables:

Investment

advisory

fees

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

28,878

‌

Total

liabilities

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

47,077,373

‌

Commitments

and

contingent

liabilities

NET

ASSETS

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

$

135,898,155

‌

NET

ASSETS

CONSIST

OF:

Paid-in

capital

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

$

204,512,141

‌

Accumulated

loss

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

(

68,613,986

)

NET

ASSETS

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

$

135,898,155

‌

NET

ASSET

VALUE

Shares

outstanding

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

6,900,000

‌

Net

asset

value

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

$

19.70

‌

Shares

authorized

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

Unlimited

Par

value

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

None

(a)

Securities

loaned,

at

value

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

$

46,051,359

‌

(b)

Investments,

at

cost

—

affiliated

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

$

197,515,129

‌

29

Financial

Statements

Statements

of

Operations

Year

Ended

July

31,

2023

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

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

$

33,144,597

‌

$

20,228,634

‌

$

48,065,283

‌

$

36,132,335

‌

Interest

—

unaffiliated

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

6,813

‌

1,392

‌

2,108

‌

2,185

‌

Securities

lending

income

—

affiliated

—

net

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

35,229

‌

18,381

‌

55,693

‌

48,784

‌

Total

investment

income

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

33,186,639

‌

20,248,407

‌

48,123,084

‌

36,183,304

‌

EXPENSES

Investment

advisory

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

2,276,153

‌

1,148,757

‌

3,004,283

‌

2,121,574

‌

Total

expenses

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

2,276,153

‌

1,148,757

‌

3,004,283

‌

2,121,574

‌

Less:

(

680,027

)

(

422,071

)

(

979,958

)

(

750,197

)

Investment

advisory

fees

waived

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

(

680,027

)

(

422,071

)

(

979,958

)

(

750,197

)

Total

expenses

after

fees

waived

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

1,596,126

‌

726,686

‌

2,024,325

‌

1,371,377

‌

Net

investment

income

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

31,590,513

‌

19,521,721

‌

46,098,759

‌

34,811,927

‌

—

‌

—

‌

—

‌

—

‌

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

from:

Investments

—

affiliated

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

(

12,840,098

)

(

5,720,429

)

(

18,215,265

)

(

11,135,124

)

Capital

gain

distributions

from

underlying

funds

—

affiliated

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

4

‌

—

‌

1

‌

—

‌

Futures

contracts

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

(

186,223

)

—

‌

—

‌

—

‌

In-kind

redemptions

—

affiliated

(a)

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

108,426,422

‌

(

2,450,055

)

126,691,545

‌

34,176,312

‌

95,400,105

‌

(

8,170,484

)

108,476,281

‌

23,041,188

‌

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

—

affiliated

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

31,860,863

‌

223,541

‌

(

97,082

)

(

11,990,964

)

Futures

contracts

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

(

2,224

)

—

‌

—

‌

—

‌

31,858,639

‌

223,541

‌

(

97,082

)

(

11,990,964

)

Net

realized

and

unrealized

gain

(loss)

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

127,258,744

‌

(

7,946,943

)

108,379,199

‌

11,050,224

‌

NET

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

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

$

158,849,257

‌

$

11,574,778

‌

$

154,477,958

‌

$

45,862,151

‌

(a)

See

Note

2

of

the

Notes

to

Financial

Statements.

30

2023

iShares

Annual

Report

to

Shareholders

Statements

of

Operations

(continued)

Year

Ended

July

31,

2023

See

notes

to

financial

statements.

iShares

Morningstar

Multi-

Asset

Income

ETF

INVESTMENT

INCOME

Dividends

—

affiliated

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

$

8,721,460

‌

Interest

—

unaffiliated

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

3,075

‌

Securities

lending

income

—

affiliated

—

net

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

464,182

‌

Total

investment

income

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

9,188,717

‌

EXPENSES

Investment

advisory

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

368,960

‌

Total

expenses

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

368,960

‌

Less:

(

21,806

)

Investment

advisory

fees

waived

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

(

21,806

)

Total

expenses

after

fees

waived

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

347,154

‌

Net

investment

income

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

8,841,563

‌

—

‌

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

from:

Investments

—

affiliated

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

(

11,762,095

)

Capital

gain

distributions

from

underlying

funds

—

affiliated

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

3,459

‌

In-kind

redemptions

—

affiliated

(a)

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

(

1,995,760

)

(

13,754,396

)

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

—

affiliated

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

5,848,473

‌

5,848,473

‌

Net

realized

and

unrealized

loss

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

(

7,905,923

)

NET

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

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

$

935,640

‌

(a)

See

Note

2

of

the

Notes

to

Financial

Statements.

31

Financial

Statements

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

iShares

Core

Aggressive

Allocation

ETF

iShares

Core

Conservative

Allocation

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/23

Year

Ended

07/31/22

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

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

$

31,590,513

‌

$

32,153,145

‌

$

19,521,721

‌

$

17,858,116

‌

Net

realized

gain

(loss)

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

95,400,105

‌

39,937,636

‌

(

8,170,484

)

31,937,455

‌

Net

change

in

unrealized

appreciation

(depreciation)

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

31,858,639

‌

(

225,558,305

)

223,541

‌

(

145,677,421

)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

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

158,849,257

‌

(

153,467,524

)

11,574,778

‌

(

95,881,850

)

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

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

(

31,583,604

)

(

32,266,259

)

(

19,515,919

)

(

17,925,123

)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

(decrease)

in

net

assets

derived

from

capital

share

transactions

......

50,787,208

‌

214,927,706

‌

(

90,629,822

)

(

53,997,076

)

NET

ASSETS

Total

increase

(decrease)

in

net

assets

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

178,052,861

‌

29,193,923

‌

(

98,570,963

)

(

167,804,049

)

Beginning

of

year

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

1,493,900,185

‌

1,464,706,262

‌

777,451,766

‌

945,255,815

‌

End

of

year

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

$

1,671,953,046

‌

$

1,493,900,185

‌

$

678,880,803

‌

$

777,451,766

‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

32

2023

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

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/23

Year

Ended

07/31/22

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

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

$

46,098,759

‌

$

39,899,259

‌

$

34,811,927

‌

$

32,122,119

‌

Net

realized

gain

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

108,476,281

‌

86,344,009

‌

23,041,188

‌

38,493,499

‌

Net

change

in

unrealized

appreciation

(depreciation)

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

(

97,082

)

(

314,246,107

)

(

11,990,964

)

(

239,058,787

)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

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

154,477,958

‌

(

188,002,839

)

45,862,151

‌

(

168,443,169

)

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

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

(

46,085,797

)

(

40,047,030

)

(

34,793,702

)

(

32,237,867

)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

(decrease)

in

net

assets

derived

from

capital

share

transactions

......

(

176,696,941

)

366,489,181

‌

(

236,731,183

)

57,844,441

‌

NET

ASSETS

Total

increase

(decrease)

in

net

assets

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

(

68,304,780

)

138,439,312

‌

(

225,662,734

)

(

142,836,595

)

Beginning

of

year

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

1,983,437,711

‌

1,844,998,399

‌

1,565,083,731

‌

1,707,920,326

‌

End

of

year

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

$

1,915,132,931

‌

$

1,983,437,711

‌

$

1,339,420,997

‌

$

1,565,083,731

‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

33

Financial

Statements

Statements

of

Changes

in

Net

Assets

(continued)

See

notes

to

financial

statements.

iShares

Morningstar

Multi-Asset

Income

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

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

$

8,841,563

‌

$

7,232,827

‌

Net

realized

loss

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

(

13,754,396

)

(

16,201,654

)

Net

change

in

unrealized

appreciation

(depreciation)

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

5,848,473

‌

(

18,460,349

)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

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

935,640

‌

(

27,429,176

)

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

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

(

8,811,807

)

(

7,447,378

)

CAPITAL

SHARE

TRANSACTIONS

Net

decrease

in

net

assets

derived

from

capital

share

transactions

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

(

32,266,234

)

(

32,274,013

)

NET

ASSETS

Total

decrease

in

net

assets

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

(

40,142,401

)

(

67,150,567

)

Beginning

of

year

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

176,040,556

‌

243,191,123

‌

End

of

year

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

$

135,898,155

‌

$

176,040,556

‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

34

2023

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

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Net

asset

value,

beginning

of

year

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

$

63.03

‌

$

70.93

‌

$

56.77

‌

$

54.53

‌

$

54.21

‌

Net

investment

income

(a)

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

1

.29

‌

1

.43

‌

1

.05

‌

1

.24

‌

1

.29

‌

Net

realized

and

unrealized

gain

(loss)

(b)

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

4

.63

‌

(

7

.93

)

14.19

‌

2

.24

‌

0

.28

‌

Net

increase

(decrease)

from

investment

operations

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

5

.92

‌

(

6

.50

)

15.24

‌

3

.48

‌

1

.57

‌

Distributions

from

net

investment

income

(c)

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

(

1

.26

)

(

1

.40

)

(

1

.08

)

(

1

.24

)

(

1

.25

)

Net

asset

value,

end

of

year

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

$

67.69

‌

$

63.03

‌

$

70.93

‌

$

56.77

‌

$

54.53

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

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

9

.57

%

(

9

.24

)

%

27.01

%

6

.49

%

2

.99

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

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

0

.15

%

0

.17

%

0

.25

%

0

.25

%

0

.25

%

Total

expenses

after

fees

waived

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

0

.11

%

0

.12

%

0

.20

%

0

.19

%

0

.19

%

Net

investment

income

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

2

.08

%

2

.11

%

1

.62

%

2

.27

%

2

.44

%

Supplemental

Data

Net

assets,

end

of

year

(000)

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

$

1,671,953

‌

$

1,493,900

‌

$

1,464,706

‌

$

1,016,165

‌

$

948,896

‌

Portfolio

turnover

rate

(f)

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

5

%

2

%

6

%

4

%

4

%

(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

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Net

asset

value,

beginning

of

year

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

$

35.74

‌

$

40.05

‌

$

37.15

‌

$

35.27

‌

$

34.18

‌

Net

investment

income

(a)

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

0

.88

‌

0

.68

‌

0

.61

‌

0

.88

‌

0

.98

‌

Net

realized

and

unrealized

gain

(loss)

(b)

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

(

0

.21

)

(

4

.32

)

2

.96

‌

1

.89

‌

1

.08

‌

Net

increase

(decrease)

from

investment

operations

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

0

.67

‌

(

3

.64

)

3

.57

‌

2

.77

‌

2

.06

‌

Distributions

from

net

investment

income

(c)

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

(

0

.87

)

(

0

.67

)

(

0

.67

)

(

0

.89

)

(

0

.97

)

Net

asset

value,

end

of

year

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

$

35.54

‌

$

35.74

‌

$

40.05

‌

$

37.15

‌

$

35.27

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

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

1

.98

%

(

9

.16

)

%

9

.70

%

7

.98

%

6

.17

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

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

0

.15

%

0

.17

%

0

.25

%

0

.25

%

0

.25

%

Total

expenses

after

fees

waived

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

0

.09

%

0

.11

%

0

.19

%

0

.19

%

0

.19

%

Net

investment

income

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

2

.55

%

1

.79

%

1

.58

%

2

.46

%

2

.87

%

Supplemental

Data

Net

assets,

end

of

year

(000)

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

$

678,881

‌

$

777,452

‌

$

945,256

‌

$

698,418

‌

$

529,064

‌

Portfolio

turnover

rate

(f)

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

5

%

2

%

5

%

5

%

3

%

(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

2023

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

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Net

asset

value,

beginning

of

year

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

$

50.09

‌

$

56.25

‌

$

47.70

‌

$

45.57

‌

$

44.84

‌

Net

investment

income

(a)

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

1

.13

‌

1

.08

‌

0

.84

‌

1

.09

‌

1

.16

‌

Net

realized

and

unrealized

gain

(loss)

(b)

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

2

.04

‌

(

6

.19

)

8

.60

‌

2

.13

‌

0

.69

‌

Net

increase

(decrease)

from

investment

operations

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

3

.17

‌

(

5

.11

)

9

.44

‌

3

.22

‌

1

.85

‌

Distributions

from

net

investment

income

(c)

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

(

1

.08

)

(

1

.05

)

(

0

.89

)

(

1

.09

)

(

1

.12

)

Net

asset

value,

end

of

year

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

$

52.18

‌

$

50.09

‌

$

56.25

‌

$

47.70

‌

$

45.57

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

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

6

.51

%

(

9

.18

)

%

19.92

%

7

.20

%

4

.24

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

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

0

.15

%

0

.17

%

0

.25

%

0

.25

%

0

.25

%

Total

expenses

after

fees

waived

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

0

.10

%

0

.12

%

0

.20

%

0

.19

%

0

.19

%

Net

investment

income

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

2

.30

%

2

.01

%

1

.59

%

2

.37

%

2

.63

%

Supplemental

Data

Net

assets,

end

of

year

(000)

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

$

1,915,133

‌

$

1,983,438

‌

$

1,844,998

‌

$

1,414,304

‌

$

1,310,259

‌

Portfolio

turnover

rate

(f)

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

6

%

2

%

7

%

4

%

4

%

(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

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Net

asset

value,

beginning

of

year

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

$

40.39

‌

$

45.30

‌

$

40.76

‌

$

38.77

‌

$

37.73

‌

Net

investment

income

(a)

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

0

.96

‌

0

.80

‌

0

.68

‌

0

.96

‌

1

.05

‌

Net

realized

and

unrealized

gain

(loss)

(b)

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

0

.39

‌

(

4

.91

)

4

.59

‌

1

.99

‌

0

.99

‌

Net

increase

(decrease)

from

investment

operations

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

1

.35

‌

(

4

.11

)

5

.27

‌

2

.95

‌

2

.04

‌

Distributions

from

net

investment

income

(c)

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

(

0

.97

)

(

0

.80

)

(

0

.73

)

(

0

.96

)

(

1

.00

)

Net

asset

value,

end

of

year

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

$

40.77

‌

$

40.39

‌

$

45.30

‌

$

40.76

‌

$

38.77

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

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

3

.48

%

(

9

.15

)

%

13.03

%

7

.75

%

5

.52

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

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

0

.15

%

0

.17

%

0

.25

%

0

.25

%

0

.25

%

Total

expenses

after

fees

waived

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

0

.10

%

0

.12

%

0

.19

%

0

.19

%

0

.19

%

Net

investment

income

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

2

.46

%

1

.86

%

1

.57

%

2

.44

%

2

.80

%

Supplemental

Data

Net

assets,

end

of

year

(000)

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

$

1,339,421

‌

$

1,565,084

‌

$

1,707,920

‌

$

1,239,057

‌

$

1,106,956

‌

Portfolio

turnover

rate

(f)

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

5

%

2

%

7

%

6

%

4

%

(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

2023

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

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Net

asset

value,

beginning

of

year

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

$

20.47

‌

$

24.32

‌

$

22.91

‌

$

24.96

‌

$

24.87

‌

Net

investment

income

(a)

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

1

.16

‌

0

.78

‌

0

.74

‌

1

.23

‌

1

.25

‌

Net

realized

and

unrealized

gain

(loss)

(b)

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

(

0

.78

)

(

3

.82

)

1

.54

‌

(

2

.02

)

0

.16

‌

Net

increase

(decrease)

from

investment

operations

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

0

.38

‌

(

3

.04

)

2

.28

‌

(

0

.79

)

1

.41

‌

Distributions

(c)

–

–

–

–

–

From

net

investment

income

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

(

1

.15

)

(

0

.81

)

(

0

.87

)

(

1

.21

)

(

1

.31

)

Return

of

capital

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

—

‌

—

‌

—

‌

(

0

.05

)

(

0

.01

)

Total

distributions

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

(

1

.15

)

(

0

.81

)

(

0

.87

)

(

1

.26

)

(

1

.32

)

Net

asset

value,

end

of

year

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

$

19.70

‌

$

20.47

‌

$

24.32

‌

$

22.91

‌

$

24.96

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

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

2

.14

%

(

12.75

)

%

10.15

%

(

3

.10

)

%

5

.92

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

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

0

.25

%

0

.25

%

0

.25

%

0

.25

%

0

.25

%

Total

expenses

after

fees

waived

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

0

.24

%

0

.25

%

0

.24

%

0

.22

%

0

.23

%

Net

investment

income

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

6

.00

%

3

.44

%

3

.16

%

5

.15

%

5

.14

%

Supplemental

Data

Net

assets,

end

of

year

(000)

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

$

135,898

‌

$

176,041

‌

$

243,191

‌

$

279,450

‌

$

341,893

‌

Portfolio

turnover

rate

(f)

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

70

%

73

%

94

%

66

%

50

%

(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. 

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.

The

Board

of Trustees of

the

Trust (the

“Board”)

of

each

Fund

has

approved

the

designation

of

BlackRock

Fund

Advisors

(“BFA”),

the

Funds’

investment

adviser,

as

the

valuation

designee

for each

Fund. Each

Fund

determines

the

fair

values

of

its

financial

instruments

using

various

independent

dealers

or

pricing

services

under

BFA’s

policies.

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

BFA’s

policies

and

procedures

as

reflecting

fair

value. BFA

has

formed

a

committee

(the

“Valuation

Committee”)

to

develop

pricing

policies

and

procedures

and

to

oversee

the

pricing

function

for

all

financial

instruments,

with

assistance

from

other

BlackRock

pricing

committees.

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

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

2023

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

Valuation

Committee,

in

accordance

with BFA’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

BFA,

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. 

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:

iShares

ETF

and

Counterparty

Securities

Loaned

at

Value

Cash

Collateral

Received

(a)

Non-Cash

Collateral

Received,

at

Fair

Value

(a)

Net

Amount

Core

Conservative

Allocation

HSBC

Bank

PLC

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

$

19,215,417

‌

$

(19,215,417

)

$

—

‌

$

—

‌

Wells

Fargo

Securities

LLC

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

702,460

‌

(702,460

)

—

‌

—

‌

$

19,917,877

‌

$

(19,917,877

)

$

—

‌

$

—

‌

a

Morningstar

Multi-Asset

Income

Barclays

Capital,

Inc.

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

2,456,000

‌

(2,456,000

)

—

‌

—

‌

BNP

Paribas

SA

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

2,824,455

‌

(2,824,455

)

—

‌

—

‌

Citigroup

Global

Markets,

Inc.

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

1,877,115

‌

(1,877,115

)

—

‌

—

‌

Goldman

Sachs

&

Co.

LLC

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

3,449,444

‌

(3,449,444

)

—

‌

—

‌

J.P.

Morgan

Securities

LLC

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

18,375,492

‌

(18,375,492

)

—

‌

—

‌

SG

Americas

Securities

LLC

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

16,919,037

‌

(16,919,037

)

—

‌

—

‌

UBS

AG

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

149,816

‌

(149,816

)

—

‌

—

‌

$

46,051,359

‌

$

(46,051,359

)

$

—

‌

$

—

‌

a

(a)

Collateral

received,

if

any,

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

Funds’

Statements

of

Assets

and

Liabilities.

iShares

ETF

Investment

Advisory

Fees

Core

Aggressive

Allocation

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.15%

Core

Conservative

Allocation

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.15

Core

Growth

Allocation

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0.15

Core

Moderate

Allocation

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0.15

Morningstar

Multi-Asset

Income

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0.25

Notes

to

Financial

Statements

(continued)

42

2023

iShares

Annual

Report

to

Shareholders

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,

2023,

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.

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.

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,

2023,

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

Amounts

Waived

Core

Aggressive

Allocation

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

$

680,027

‌

Core

Conservative

Allocation

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

422,071

‌

Core

Growth

Allocation

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

979,958

‌

Core

Moderate

Allocation

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

750,197

‌

Morningstar

Multi-Asset

Income

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

21,806

‌

iShares

ETF

Amounts

Core

Aggressive

Allocation

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

$

10,749

‌

Core

Conservative

Allocation

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

6,085

‌

Core

Growth

Allocation

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

14,856

‌

Core

Moderate

Allocation

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

12,689

‌

Morningstar

Multi-Asset

Income

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

114,219

‌

Notes

to

Financial

Statements

(

continued)

43

Notes

to

Financial

Statements

For

the

year

ended

July

31,

2023,

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.

7.

Purchases

and

Sales

For

the year

ended

July

31,

2023,

purchases

and

sales

of

investments,

excluding

short-term

securities

and

in-kind

transactions,

were

as

follows:

For

the year

ended

July

31,

2023,

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,

2023,

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,

2023,

permanent

differences

attributable

to

realized

gains

(losses)

from

in-kind

redemptions

were

reclassified

to

the

following

accounts:

iShares

ETF

Purchases

Sales

Net

Realized

Gain

(Loss)

Core

Aggressive

Allocation

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

$

6,727,064

‌

$

2,737,540

‌

$

(573,534

)

Core

Conservative

Allocation

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

1,704,741

‌

1,774,210

‌

(228,662

)

Core

Growth

Allocation

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

25,317

‌

2,574,291

‌

(380,558

)

Core

Moderate

Allocation

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

1,960,835

‌

3,331,640

‌

(99,915

)

Morningstar

Multi-Asset

Income

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

1,455,775

‌

134,087

‌

(7,564

)

iShares

ETF

Purchases

Sales

Core

Aggressive

Allocation

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

$

81,722,677

‌

$

81,005,818

‌

Core

Conservative

Allocation

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

35,752,759

‌

35,490,995

‌

Core

Growth

Allocation

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

114,005,320

‌

114,445,502

‌

Core

Moderate

Allocation

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

75,841,585

‌

76,415,193

‌

Morningstar

Multi-Asset

Income

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

102,932,409

‌

103,047,555

‌

iShares

ETF

In-kind

Purchases

In-kind

Sales

Core

Aggressive

Allocation

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

$

594,712,950

‌

$

544,333,019

‌

Core

Conservative

Allocation

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

692,240,348

‌

783,077,013

‌

Core

Growth

Allocation

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

1,239,629,423

‌

1,417,149,191

‌

Core

Moderate

Allocation

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

387,060,276

‌

623,398,827

‌

Morningstar

Multi-Asset

Income

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

27,461,090

‌

59,627,323

‌

iShares

ETF

Paid-in

Capital

Accumulated

Earnings

(Loss)

Core

Aggressive

Allocation

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

$

108,426,422

‌

$

(108,426,422

)

Core

Conservative

Allocation

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

(2,450,055

)

2,450,055

‌

Core

Growth

Allocation

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

126,617,922

‌

(126,617,922

)

Core

Moderate

Allocation

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

34,087,617

‌

(34,087,617

)

Morningstar

Multi-Asset

Income

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

(2,109,883

)

2,109,883

‌

Notes

to

Financial

Statements

(continued)

44

2023

iShares

Annual

Report

to

Shareholders

The

tax

character

of

distributions

paid

was

as

follows:

s

As

of

July

31,

2023,

the

tax

components

of

accumulated

net earnings

(losses)

were

as

follows:

As

of

July

31,

2023,

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.

Infectious

Illness

Risk:

An

outbreak

of

an

infectious

illness,

such

as

the

COVID-19

pandemic,

may

adversely

impact

the

economies

of

many

nations

and

the

global

economy

and

may

impact

individual

issuers

and

capital

markets

in

ways

that

cannot

be

foreseen.

An

infectious

illness

outbreak

may

result

in,

among

other

things,

closed

international

borders,

prolonged

quarantines,

supply

chain

disruptions,

market

volatility

or

disruptions

and

other

significant

economic,

social

and

political

impacts.

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.

iShares

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

Core

Aggressive

Allocation

Ordinary

income

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

$

31,583,604

‌

$

32,266,259

‌

Core

Conservative

Allocation

Ordinary

income

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

$

19,515,919

‌

$

17,925,123

‌

Core

Growth

Allocation

Ordinary

income

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

$

46,085,797

‌

$

40,047,030

‌

Core

Moderate

Allocation

Ordinary

income

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

$

34,793,702

‌

$

32,237,867

‌

Morningstar

Multi-Asset

Income

Ordinary

income

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

$

8,811,807

‌

$

7,447,378

‌

iShares

ETF

Undistributed

Ordinary

Income

Non-expiring

Capital

Loss

Carryforwards

(a)

Net

Unrealized

Gains

(Losses)

(b)

Total

Core

Aggressive

Allocation

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

$

6,908

‌

$

(19,519,311

)

$

135,550,947

‌

$

116,038,544

‌

Core

Conservative

Allocation

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

5,801

‌

(9,219,383

)

(72,299,022

)

(81,512,604

)

Core

Growth

Allocation

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

12,962

‌

(24,498,904

)

(18,801,710

)

(43,287,652

)

Core

Moderate

Allocation

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

18,225

‌

(16,778,450

)

(70,758,997

)

(87,519,222

)

Morningstar

Multi-Asset

Income

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

29,756

‌

(53,728,238

)

(14,915,504

)

(68,613,986

)

(a)

Amounts

available

to

offset

future

realized

capital

gains.

(b)

The

difference

between

book-basis

and

tax-basis

net

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

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

$

1,536,410,479

‌

$

176,372,400

‌

$

(40,821,453

)

$

135,550,947

‌

Core

Conservative

Allocation

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

771,525,773

‌

8,576,634

‌

(80,875,656

)

(72,299,022

)

Core

Growth

Allocation

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

1,934,102,581

‌

89,322,894

‌

(108,124,604

)

(18,801,710

)

Core

Moderate

Allocation

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

1,410,290,082

‌

54,153,588

‌

(124,912,585

)

(70,758,997

)

Morningstar

Multi-Asset

Income

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

197,858,225

‌

634,921

‌

(15,550,425

)

(14,915,504

)

Notes

to

Financial

Statements

(

continued)

45

Notes

to

Financial

Statements

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

BFA

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.

Geographic/Asset

Class

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.

The

Funds

invest

a

significant

portion

of

their

assets

in securities

of

issuers

located

in

the

United

States.

A

decrease

in

imports

or

exports,

changes

in

trade

regulations,

inflation

and/or

an

economic

recession

in

the

United

States

may

have

a

material

adverse

effect

on

the

U.S.

economy

and

the

securities

listed

on

U.S.

exchanges.

Proposed

and

adopted

policy

and

legislative

changes

in

the

United

States

may

also

have

a

significant

effect

on

U.S.

markets

generally,

as

well

as

on

the

value

of

certain

securities.

Governmental

agencies

project

that

the

United

States

will

continue

to

maintain

elevated

public

debt

levels

for

the

foreseeable

future

which

may

constrain

future

economic

growth.

Circumstances

could

arise

that

could

prevent

the

timely

payment

of

interest

or

principal

on

U.S.

government

debt,

such

as

reaching

the

legislative

“debt

ceiling.”

Such

non-payment

would

result

in

substantial

negative

consequences

for

the

U.S.

economy

and

the

global

financial

system.

If

U.S.

relations

with

certain

countries

deteriorate,

it

could

adversely

affect

issuers

that

rely

on

the

United

States

for

trade.

The

United

States

has

also

experienced

increased

internal

unrest

and

discord.

If

these

trends

were

to

continue,

they

may

have

an

adverse

impact

on

the

U.S.

economy

and

the

issuers

in

which

the

Funds

invest.

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.

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

07/31/23

‌

Year

Ended

07/31/22

‌

iShares

ETF

Shares

‌

Amount

‌

Shares

‌

Amount

‌

Core

Aggressive

Allocation

Shares

sold

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

9,800,000

‌

$

595,858,021

‌

5,600,000

‌

$

381,107,591

‌

Shares

redeemed

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

(8,800,000

)

(545,070,813

)

(2,550,000

)

(166,179,885

)

1,000,000

‌

$

50,787,208

‌

3,050,000

‌

$

214,927,706

‌

Core

Conservative

Allocation

Shares

sold

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

20,350,000

‌

$

693,870,405

‌

17,650,000

‌

$

656,206,590

‌

Shares

redeemed

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

(23,000,000

)

(784,500,227

)

(19,500,000

)

(710,203,666

)

(2,650,000

)

$

(90,629,822

)

(1,850,000

)

$

(53,997,076

)

Notes

to

Financial

Statements

(continued)

46

2023

iShares

Annual

Report

to

Shareholders

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

07/31/23

Year

Ended

07/31/22

iShares

ETF

Shares

Amount

Shares

Amount

Core

Growth

Allocation

Shares

sold

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

26,050,000

‌

$

1,242,485,211

‌

16,550,000

‌

$

879,676,549

‌

Shares

redeemed

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

(28,950,000

)

(1,419,182,152

)

(9,750,000

)

(513,187,368

)

(2,900,000

)

$

(176,696,941

)

6,800,000

‌

$

366,489,181

‌

Core

Moderate

Allocation

Shares

sold

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

10,050,000

‌

$

387,798,793

‌

9,950,000

‌

$

435,193,583

‌

Shares

redeemed

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

(15,950,000

)

(624,529,976

)

(8,900,000

)

(377,349,142

)

(5,900,000

)

$

(236,731,183

)

1,050,000

‌

$

57,844,441

‌

Morningstar

Multi-Asset

Income

Shares

sold

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

1,400,000

‌

$

27,512,043

‌

850,000

‌

$

17,749,459

‌

Shares

redeemed

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

(3,100,000

)

(59,778,277

)

(2,250,000

)

(50,023,472

)

(1,700,000

)

$

(32,266,234

)

(1,400,000

)

$

(32,274,013

)

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,

2023,

the

related

statements

of

operations

for

the

year

ended

July

31,

2023,

the

statements

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

July

31,

2023,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

July

31,

2023

(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,

2023,

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,

2023

and

each

of

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

July

31,

2023

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,

2023

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

22,

2023

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

2023

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,

2023:

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,

2023:

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,

2023:

The

following

percentages,

or

maximum

percentages

allowable

by

law,

of

ordinary

income

distributions

paid

during

the

fiscal

year

ended

July

31,

2023

qualified

for

the

dividends-received

deduction

for

corporate

shareholders:

The

Funds

hereby

designate

the

following

amounts,

or

maximum

amounts

allowable

by

law,

as

interest

income

eligible

to

be

treated

as

a

Section

163(j)

interest

dividend

for

the

fiscal

year

ended

July

31,

2023:

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,

2023:

iShares

ETF

Qualified

Dividend

Income

Core

Aggressive

Allocation

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

$

23,340,350‌

Core

Conservative

Allocation

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

5,098,563‌

Core

Growth

Allocation

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

23,946,371‌

Core

Moderate

Allocation

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

11,891,516‌

Morningstar

Multi-Asset

Income

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

2,408,844‌

iShares

ETF

Qualified

Business

Income

Core

Aggressive

Allocation

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

$

288,821‌

Core

Conservative

Allocation

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

66,182‌

Core

Growth

Allocation

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

298,674‌

Core

Moderate

Allocation

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

148,860‌

Morningstar

Multi-Asset

Income

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

357,139‌

iShares

ETF

Foreign

Source

Income

Earned

Foreign

Taxes

Paid

Core

Aggressive

Allocation

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

$

15,161,677‌

$

1,560,590‌

Core

Conservative

Allocation

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

4,109,035‌

330,579‌

Core

Growth

Allocation

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

16,822,016‌

1,629,229‌

Core

Moderate

Allocation

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

8,993,794‌

792,456‌

Morningstar

Multi-Asset

Income

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

3,414,139‌

216,151‌

iShares

ETF

Dividends-Received

Deduction

Core

Aggressive

Allocation

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

31.09‌

%

Core

Conservative

Allocation

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

11.58‌

Core

Growth

Allocation

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

22.81‌

Core

Moderate

Allocation

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

15.14‌

Morningstar

Multi-Asset

Income

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

10.28‌

iShares

ETF

Interest

Dividends

Core

Aggressive

Allocation

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

$

6,860,930‌

Core

Conservative

Allocation

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

14,180,177‌

Core

Growth

Allocation

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

18,872,862‌

Core

Moderate

Allocation

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

21,051,050‌

Morningstar

Multi-Asset

Income

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

3,399,251‌

iShares

ETF

Interest-Related

Dividends

Core

Aggressive

Allocation

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

$

4,790,271‌

Core

Conservative

Allocation

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

9,924,866‌

Core

Growth

Allocation

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

12,948,660‌

Core

Moderate

Allocation

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

14,687,135‌

Morningstar

Multi-Asset

Income

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

1,820,460‌

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

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

the

approval

of

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

2,

2023

and

May

15,

2023,

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

7-8,

2023,

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

other

fund(s)

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

any

waivers

and

reimbursements)

for

the

Fund

were

lower

than

the

median

of

the

investment

advisory

fee

rates

and

overall

expenses

(net

of

any

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,

2022,

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

ongoing

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,

including

related

programs

implemented

pursuant

to

regulatory

requirements.

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

2,

2023

meeting

and

throughout

the

year,

and

matters

related

to

BFA’s

portfolio

compliance

program

and

other

compliance

programs

and

services.

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

Board

Review

and

Approval

of

Investment

Advisory

Contract

(continued)

50

2023

iShares

Annual

Report

to

Shareholders

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

(as

discussed

above),

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,

as

applicable

(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

further

considered

other

direct

benefits

that

might

accrue

to

BFA,

including

the

potential

for

reduction

in

the

Fund’s

expenses

that

are

borne

by

BFA

under

the

“all-inclusive”

management

fee

arrangement,

due

in

part

to

the

size

and

scope

of

BFA’s

investment

operations

servicing

the

Fund

(and

other

funds

in

the

iShares

complex)

as

well

as

in

response

to

a

changing

market

environment.

The

Board

also

reviewed

and

considered

information

provided

by

BFA

concerning

authorized

participant

primary

market

order

processing

services

that

are

provided

by

BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

BFA,

and

paid

for

by

authorized

participants

under

the

ETF

Servicing

Platform.

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.

iShares

Core

Moderate

Allocation

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

the

approval

of

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

Board

Review

and

Approval

of

Investment

Advisory

Contract

(

continued)

51

Board

Review

and

Approval

of

Investment

Advisory

Contract

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

2,

2023

and

May

15,

2023,

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

7-8,

2023,

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

other

fund(s)

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

any

waivers

and

reimbursements)

for

the

Fund

were

higher

than

the

median

of

the

investment

advisory

fee

rates

and

overall

expenses

(net

of

any

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,

2022,

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

ongoing

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,

including

related

programs

implemented

pursuant

to

regulatory

requirements.

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

2,

2023

meeting

and

throughout

the

year,

and

matters

related

to

BFA’s

portfolio

compliance

program

and

other

compliance

programs

and

services.

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

Board

Review

and

Approval

of

Investment

Advisory

Contract

(continued)

52

2023

iShares

Annual

Report

to

Shareholders

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

(as

discussed

above),

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,

as

applicable

(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

further

considered

other

direct

benefits

that

might

accrue

to

BFA,

including

the

potential

for

reduction

in

the

Fund’s

expenses

that

are

borne

by

BFA

under

the

“all-inclusive”

management

fee

arrangement,

due

in

part

to

the

size

and

scope

of

BFA’s

investment

operations

servicing

the

Fund

(and

other

funds

in

the

iShares

complex)

as

well

as

in

response

to

a

changing

market

environment.

The

Board

also

reviewed

and

considered

information

provided

by

BFA

concerning

authorized

participant

primary

market

order

processing

services

that

are

provided

by

BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

BFA,

and

paid

for

by

authorized

participants

under

the

ETF

Servicing

Platform.

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)

53

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,

2023

Tailored

Shareholder

Reports

for

Open-End

Mutual

Funds

and

ETFs 

Effective

January

24,

2023,

the

SEC adopted

rule

and

form

amendments

to

require

open-end

mutual

funds

and

ETFs

to

transmit

concise

and

visually

engaging

streamlined

annual

and

semiannual

reports

to

shareholders

that

highlight

key

information.

Other

information,

including

financial

statements,

will

no

longer

appear

in

a

streamlined

shareholder

report

but

must

be

available

online,

delivered

free

of

charge

upon

request,

and

filed

on

a

semiannual

basis

on

Form

N-CSR.

The

rule

and

form

amendments

have

a

compliance

date

of

July

24,

2024.

At

this

time,

management

is

evaluating

the

impact

of

these

amendments

on

the

shareholder

reports

for

the

Funds.

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

Conservative

Allocation

...........

$

0.872542

‌

$

—

‌

$

—

‌

$

0.872542

‌

100

%

—

%

—

%

100

%

Morningstar

Multi-Asset

Income

.........

1.152803

‌

—

‌

—

‌

1.152803

‌

100

—

—

100

Trustee

and

Officer

Information

(unaudited)

54

2023

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

387

funds

as

of

July

31,

2023.

With

the

exception

of

Robert

S.

Kapito,

Salim

Ramji

and

Aaron

Wasserman,

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.

Wasserman

is

c/o

BlackRock,

Inc.,

50

Hudson

Yards,

New

York,

NY

10001.

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

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Trustee

Robert

S.

Kapito

(a)

(1957)

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)

(1970)

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

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Trustee

John

E.

Kerrigan

(1955)

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

(1956)

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

(1954)

Trustee

(since

2017);

Audit

Committee

Chair

(since

2019).

Partner,

KPMG

LLP

(2002-2016);

Director

of

One

Generation

Away

(since

2021).

Director

of

iShares,

Inc.

(since

2017);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2017).

Cecilia

H.

Herbert

(1949)

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),

Investment

Committee

(since

2011)

and

Personnel

Committee

(since

2022);

Member

of

the

Wyoming

State

Investment

Funds

Committee

(since

2022);

Director

of

the

Jackson

Hole

Center

for

the

Arts

(since

2021);

Trustee

of

Forward

Funds

(14

portfolios)

(2009-2018);

Trustee

of

Salient

MF

Trust

(4

portfolios)

(2015-2018).

Director

of

iShares,

Inc.

(since

2005);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Drew

E.

Lawton

(1959)

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);

Director

of

Jackson

Financial

Inc.

(since

2021).

Trustee

and

Officer

Information

(unaudited)

(

continued)

55

Trustee

and

Officer

Information

Officers

Name

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Trustee

John

E.

Martinez

(1961)

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

(1964)

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

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Dominik

Rohé

(1973)

President

(since

2023).

Managing

Director,

BlackRock,

Inc.

(since

2005);

Head

of

Americas

ETF

and

Index

Investments

(since

2023);

Head

of

Latin

America

(2019-2023).

Trent

Walker

(1974)

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.

Aaron

Wasserman

(1974)

Chief

Compliance

Officer

(since

2023).

Managing

Director

of

BlackRock,

Inc.

(since

2018);

Chief

Compliance

Officer

of

the

BlackRock

Multi-Asset

Complex,

the

BlackRock

Fixed-Income

Complex

and

the

Exchange-Traded

Fund

Complex

(since

2023);

Deputy

Chief

Compliance

Officer

for

the

BlackRock

Multi-Asset

Complex,

the

BlackRock

Fixed-Income

Complex

and

the

Exchange-Traded

Funds

Complex

(2014-2023).

Marisa

Rolland

(1980)

Secretary

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2023);

Director,

BlackRock,

Inc.

(2018-2022);

Vice

President,

BlackRock,

Inc.

(2010-2017).

Rachel

Aguirre

(1982)

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

(1976)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2009);

Co-Head

of

Index

Equity

(since

2022).

James

Mauro

(1970)

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

30,

2023,

Dominik

Rohé

replaced

Armando

Senra

as

President.

Effective

July

1,

2023,

Aaron

Wasserman

replaced

Charles

Park

as

Chief

Compliance

Officer.

Independent

Trustees

(

continued

)

General

Information

56

2023

iShares

Annual

Report

to

Shareholders

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Delivery

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can

sign

up

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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

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if

you

are

currently

enrolled

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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-704-0723

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.

©2023

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,

2023

iShares

Trust

iShares

ESG

MSCI

USA

Min

Vol

Factor

ETF

|

ESMV

|

NASDAQ

iShares

MSCI

USA

Min

Vol

Factor

ETF

|

USMV

|

Cboe

BZX

2023

Annual

Report

Dear

Shareholder,

Despite

an

uncertain

economic

landscape

during

the

12-month

reporting

period

ended

July

31,

2023,

the

resilience

of

the

U.S.

economy

in

the

face

of

ever

tighter

financial

conditions

provided

an

encouraging

backdrop

for

investors.

While

inflation

was

near

multi-decade

highs

at

the

beginning

of

the

period,

it

declined

precipitously

as

commodity

prices

dropped.

Labor

shortages

also

moderated,

although

wages

continued

to

grow

and

unemployment

rates

reached

the

lowest

levels

in

decades.

This

robust

labor

market

powered

further

growth

in

consumer

spending,

backstopping

the

economy.

Equity

returns

were

solid,

as

the

durability

of

consumer

sentiment

eased

investors’

concerns

about

the

economy’s

trajectory.

The

U.S.

economy

resumed

growth

in

the

third

quarter

of

2022

and

continued

to

expand

thereafter.

Most

major

classes

of

equities

advanced,

including

large-

and

small-capitalization

U.S.

stocks

and

equities

from

developed

and

emerging

markets.

The

10-year

U.S.

Treasury

yield

rose

during

the

reporting

period,

driving

its

price

down,

as

investors

reacted

to

elevated

inflation

and

attempted

to

anticipate

future

interest

rate

changes.

The

corporate

bond

market

also

faced

inflationary

headwinds,

although

high-yield

corporate

bond

prices

fared

significantly

better

than

investment-grade

bonds

as

demand

from

yield-seeking

investors

remained

strong.

The

U.S.

Federal

Reserve

(the

“Fed”),

acknowledging

that

inflation

has

been

more

persistent

than

expected,

raised

interest

rates

seven

times

during

the

12-month

period

ended

July

31,

2023.

Furthermore,

the

Fed

wound

down

its

bond-buying

programs

and

incrementally

reduced

its

balance

sheet

by

not

replacing

securities

that

reach

maturity.

However,

the

Fed

declined

to

raise

interest

rates

at

its

June

2023

meeting,

the

first

time

it

paused

its

tightening

in

the

current

cycle,

before

again

raising

rates

in

July

2023.

Supply

constraints

appear

to

have

become

an

embedded

feature

of

the

new

macroeconomic

environment,

making

it

difficult

for

developed

economies

to

increase

production

without

sparking

higher

inflation.

Geopolitical

fragmentation

and

an

aging

population

risk

further

exacerbating

these

constraints,

keeping

the

labor

market

tight

and

wage

growth

high.

Although

the

Fed

has

decelerated

the

pace

of

interest

rate

hikes

and

recently

opted

for

a

pause,

we

believe

that

the

new

economic

regime

means

that

the

Fed

will

need

to

maintain

high

rates

for

an

extended

period

to

keep

inflation

under

control.

Furthermore,

ongoing

structural

changes

may

mean

that

the

Fed

will

be

hesitant

to

cut

interest

rates

in

the

event

of

faltering

economic

activity

lest

inflation

accelerate

again.

We

believe

investors

should

expect

a

period

of

higher

volatility

as

markets

adjust

to

the

new

economic

reality

and

policymakers

attempt

to

adapt.

While

we

favor

an

overweight

position

to

developed

market

equities

in

the

long

term,

we

prefer

an

underweight

stance

in

the

near-term.

Expectations

for

corporate

earnings

remain

elevated,

which

seems

inconsistent

with

macroeconomic

constraints.

Nevertheless,

we

are

overweight

on

emerging

market

stocks

in

the

near-term

as

growth

trends

for

emerging

markets

appear

brighter.

We

also

believe

that

stocks

with

an

A.I.

tilt

should

benefit

from

an

investment

cycle

that

is

set

to

support

revenues

and

margins.

We

are

neutral

on

credit

overall

amid

tightening

credit

and

financial

conditions;

however,

there

are

selective

opportunities

in

the

near

term.

For

fixed

income

investing

with

a

six-

to

twelve-month

horizon,

we

see

the

most

attractive

investments

in

short-term

U.S.

Treasuries,

U.S.

inflation-linked

bonds,

U.S.

mortgage-

backed

securities,

and

hard-currency

emerging

market

bonds.

Overall,

our

view

is

that

investors

need

to

think

globally,

position

themselves

to

be

prepared

for

a

decarbonizing

economy,

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,

2023

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)

13.52%

13.02%

U.S.

small

cap

equities

(Russell

2000

®

Index)

4.51

7.91

International

equities

(MSCI

Europe,

Australasia,

Far

East

Index)

6.65

16.79

Emerging

market

equities

(MSCI

Emerging

Markets

Index)

3.26

8.35

3-month

Treasury

bills

(ICE

BofA

3-Month

U.S.

Treasury

Bill

Index)

2.34

3.96

U.S.

Treasury

securities

(ICE

BofA

10-Year

U.S.

Treasury

Index)

(2.08)

(7.56)

U.S.

investment

grade

bonds

(Bloomberg

U.S.

Aggregate

Bond

Index)

(1.02)

(3.37)

Tax-exempt

municipal

bonds

(Bloomberg

Municipal

Bond

Index)

0.20

0.93

U.S.

high

yield

bonds

(Bloomberg

U.S.

Corporate

High

Yield

2%

Issuer

Capped

Index)

2.92

4.42

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

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

18

Statements

of

Operations

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

19

Statements

of

Changes

in

Net

Assets

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

20

Financial

Highlights

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

21

Notes

to

Financial

Statements

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

23

Report

of

Independent

Registered

Public

Accounting

Firm

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

30

Important

Tax

Information

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

31

Board

Review

and

Approval

of

Investment

Advisory

Contract

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

32

Supplemental

Information

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

36

Trustee

and

Officer

Information

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

37

General

Information

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

39

Glossary

of

Terms

Used

in

this

Report

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

40

Market

Overview

4

2023

iShares

Annual

Report

to

Shareholders

iShares

Trust

Domestic

Market

Overview

U.S.

stocks

advanced

for

the

12

months

ended

July

31,

2023

(“reporting

period”),

when

the

Russell

3000

®

Index,

a

broad

measure

of

U.S.

equity

market

performance,

returned

12.65%.

Economic

strength

in

the

face

of

tightening

monetary

conditions

drove

investor

optimism

surrounding

the

resilience

of

the

domestic

economy.

Meanwhile,

decelerating

inflation

alleviated

concerns

related

to

potential

overheating

and

led

investors

to

anticipate

an

end

to

monetary

tightening.

Nonetheless,

investors

watched

the

economy

closely

for

the

impact

of

higher

interest

rates,

and

several

bank

failures

in

early

2023

highlighted

the

potential

second-order

effects

of

tight

monetary

conditions.

However,

government

agencies

acted

swiftly

to

organize

a

sale

of

the

failed

banks’

assets

and

inject

liquidity

into

the

banking

system,

and

equity

prices

recovered.

As

the

reporting

period

began,

inflation,

which

surged

in

the

aftermath

of

the

coronavirus

pandemic,

stood

near

multi-decade

highs.

However,

the

inflation

rate

declined

in

each

of

the

subsequent

eleven

months,

ending

the

reporting

period

substantially

lower.

Declining

energy

costs

and

the

resolution

of

supply

chain

disruptions

helped

ease

inflation,

as

the

cost

of

transportation

and

shipping

moderated

significantly.

The

U.S.

Federal

Reserve

(“Fed”)

tightened

monetary

policy

rapidly,

raising

short-term

interest

rates

seven

times

over

the

course

of

the

reporting

period.

The

pace

of

tightening

decelerated

as

the

Fed

twice

lowered

the

increment

of

increase

before

pausing

entirely

in

June

2023,

the

first

time

it

declined

to

act

since

the

tightening

cycle

began.

However,

the

Fed

then

raised

interest

rates

again

at

its

July

2023

meeting

and

stated

that

it

would

continue

to

monitor

economic

data.

The

Fed

also

continued

to

decrease

the

size

of

its

balance

sheet

by

reducing

the

store

of

U.S.

Treasuries

it

had

accumulated

to

stabilize

markets

in

the

early

phases

of

the

coronavirus

pandemic.

Despite

the

tightening

financial

conditions,

the

U.S.

economy

demonstrated

continued

strength.

The

economy

returned

to

growth

in

the

third

quarter

of

2022

and

showed

robust,

if

slightly

slower,

growth

thereafter.

Consumers

powered

the

economy,

increasing

their

spending

in

both

nominal

and

inflation-adjusted

terms.

A

strong

labor

market

bolstered

spending

as

unemployment

remained

at

a

near

historic

low

and

the

number

of

employed

persons

reached

an

all-time

high.

Tightness

in

the

labor

market

drove

higher

wages,

although

wage

growth

slowed

as

the

reporting

period

continued.

Despite

a

divided

government,

the

U.S.

Congress

was

able

to

strike

a

deal

in

May

2023

to

raise

the

debt

ceiling,

averting

a

potential

government

default.

While

that

deal

enacted

modest

spending

cuts,

government

spending

rose

overall,

and

several

significant

investment

bills

also

passed.

These

included

the

CHIPS

Act,

which

encouraged

the

building

of

semiconductor

capacity

in

the

U.S.,

and

the

Inflation

Reduction

Act,

which

provided

subsidies

for

various

climate-related

initiatives.

Driven

in

part

by

these

new

incentives,

factory

construction

increased

sharply

during

the

reporting

period.

In

this

environment,

corporate

profits

remained

solid,

and

many

companies

were

able

to

sufficiently

raise

prices

to

preserve

profit

margins

even

in

the

face

of

higher

labor

and

input

costs.

Nonetheless,

profits

declined

overall

in

the

fourth

quarter

of

2022

and

again

in

the

first

quarter

of

2023,

and

the

yield

curve

(a

graphical

representation

of

U.S.

Treasury

rates

at

different

maturities)

further

inverted,

a

sign

that

markets

were

concerned

about

the

impact

of

higher

borrowing

costs

on

the

economy.

Furthermore,

dwindling

personal

savings

and

rising

household

debt

raised

questions

about

the

sustainability

of

consumer

spending

as

an

engine

of

economic

growth.

iShares

®

ESG

MSCI

USA

Min

Vol

Factor

ETF

5

Fund

Summary

Fund

Summary

as

of

July

31,

2023

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

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

Since

Inception

1

Year

Since

Inception

Fund

NAV

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

6.27

%

(0.57

)

%

6.27

%

(0.99

)

%

Fund

Market

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

6.17

(0.63

)

–

%

6.17

(1.09

)

Index

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

6.44

(0.40

)

6.44

(0.70

)

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

1,046.30

‌

$

0.91

‌

$

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,

2023

(continued)

iShares

®

ESG

MSCI

USA

Min

Vol

Factor

ETF

6

2023

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.

In

Europe,

ESG

investments

continued

to

attract

net

inflows,

although

the

rate

of

inflows

slowed

in

the

second

quarter

of

2023.

In

the

U.S.,

investors

withdrew

from

ESG

equity

investments

amid

a

continuing

backlash

against

ESG

investing.

Several

U.S.

state

legislatures

moved

to

disallow

consideration

of

ESG

factors

in

investing

for

state

entities

or

to

prohibit

certain

activities

aimed

at

promoting

diversity

and

inclusion.

Nonetheless,

at

the

federal

level,

the

Securities

and

Exchange

Commission

continued

to

discuss

proposed

rules

to

standardize

climate-related

disclosures.

In

this

environment,

stocks

with

improved

ESG

and

lower

volatility

characteristics

advanced

during

the

reporting

period.

The

information

technology

sector

contributed

the

most

to

the

Index’s

performance,

led

by

the

software

industry.

New

artificial

intelligence

(“AI”)

applications

benefited

the

industry

amid

optimism

that

software

companies

would

quickly

develop

and

launch

new

products

using

the

breakthrough

technology.

Software

companies

raised

their

earnings

projections

anticipating

strong

product

demand.

Increased

demand

for

cloud

computing

also

boosted

software

stocks.

The

industrials

sector

also

added

to

the

Index’s

return,

led

by

the

trading

companies

and

distributors

industry,

as

companies’

ability

to

raise

prices

led

to

increased

profitability.

Distributors

of

essential

building

materials

advanced,

as

home

renovation

projects

helped

offset

a

slowdown

in

new

residential

construction.

The

building

products

industry

also

contributed,

as

manufacturers

posted

higher

earnings

and

resilient

order

growth.

The

healthcare

sector,

particularly

biotechnology

stocks,

aided

performance.

Increased

sales

of

therapies

to

treat

HIV

and

various

cancers

helped

offset

declining

demand

for

coronavirus-related

drugs.

A

failed

clinical

trial

of

a

cystic

fibrosis

drug

raised

the

stocks

of

companies

with

competing

treatments.

Conversely,

utilities

stocks

detracted,

as

rising

bond

yields

offered

an

attractive

alternative

to

electric

utilities

for

dividend-seeking

investors.

Within

communication

services,

diversified

telecommunication

services

providers

declined

due

to

liability

concerns

over

the

historical

use

of

lead-sheathed

cables.

In

terms

of

relative

performance,

the

Index

underperformed

the

broader

market,

as

represented

by

the

MSCI

USA

Index,

for

the

reporting

period.

The

Index

seeks

exposure

to

stocks

that

experience

lower

volatility,

and

as

the

global

economy

stabilized

and

equity

markets

expanded,

investor

appetite

for

risk

increased,

disadvantaging

lower-volatility

equities.

An

underweight

position

and

stock

selection

in

the

information

technology

sector,

and

an

overweight

to

utilities,

detracted

from

the

Index.

Conversely,

an

underweight

position

in

the

consumer

discretionary

sector,

and

stock

selection

in

the

healthcare

sector

relative

to

the

parent

index,

contributed

to

performance.

Portfolio

Information

SECTOR

ALLOCATION

Sector

Percent

of

Total

Investments

(a)

Information

Technology

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

23.3‌

%

Health

Care

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

18.3‌

Industrials

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

14.3‌

Consumer

Staples

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

10.9‌

Financials

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

8.4‌

Utilities

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

7.4‌

Consumer

Discretionary

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

5.4‌

Communication

Services

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

4.3‌

Energy

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

3.4‌

Materials

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

2.5‌

Real

Estate

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

1.8‌

a

a

(a)

Excludes

money

market

funds.

TEN

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

VMware,

Inc.,

Class

A

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

1.8‌

%

International

Business

Machines

Corp.

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

1.6‌

Ferguson

PLC

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

1.6‌

WW

Grainger,

Inc.

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

1.5‌

Roper

Technologies,

Inc.

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

1.5‌

Cisco

Systems,

Inc.

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

1.5‌

Texas

Instruments,

Inc.

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

1.5‌

Microsoft

Corp.

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

1.5‌

Marsh

&

McLennan

Companies,

Inc.

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

1.5‌

Vertex

Pharmaceuticals,

Inc.

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

1.5‌

      aaa

aa

iShares

®

MSCI

USA

Min

Vol

Factor

ETF

7

Fund

Summary

Fund

Summary

as

of

July

31,

2023

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

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

3.97

%

8.46

%

10.49

%

3.97

%

50.08

%

171.26

%

Fund

Market

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

3.96

8.47

10.49

–

%

3.96

50.14

171.20

Index

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

4.14

8.63

10.67

4.14

51.30

175.67

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

1,037.80

‌

$

0.76

‌

$

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,

2023

(continued)

iShares

®

MSCI

USA

Min

Vol

Factor

ETF

8

2023

iShares

Annual

Report

to

Shareholders

Portfolio

Management

Commentary

Stocks

of

companies

with

lower

volatility

characteristics

advanced

during

the

reporting

period.

The

information

technology

sector

contributed

the

most

to

the

Index’s

return.

The

communications

equipment

industry

gained,

as

improved

economic

conditions

raised

the

outlook

for

sales

of

networking

equipment.

Supply

chain

constraints,

which

limited

production

during

the

height

of

the

coronavirus

pandemic,

eased

during

the

reporting

period,

and

revenue

growth

accelerated.

While

most

of

the

revenue

came

from

hardware,

such

as

switches

and

routers,

sales

of

networking

solutions

software

also

rose.

Increased

spending

on

telecommunications

equipment

by

government

emergency

services

agencies

further

boosted

the

industry.

The

software

industry

also

gained

amid

increased

demand

for

cloud

computing

and

optimism

that

companies

would

quickly

incorporate

artificial

intelligence

(“AI”)

tools

into

new

and

existing

products.

In

particular,

software

companies

that

offer

AI

computing

applications

via

cloud-based

infrastructure

benefited

from

demand

from

companies

seeking

access

to

accelerated

computing

resources

without

having

to

invest

in

their

own

data

centers.

Healthcare

stocks

also

contributed

to

the

Index’s

performance.

Stocks

in

the

biotechnology

industry

gained,

as

higher

sales

of

therapies

to

treat

diseases

such

as

HIV,

hepatitis

C,

and

various

cancers

offset

declining

demand

for

coronavirus-related

drugs.

Stocks

in

the

industry

also

rose

following

news

of

positive

results

from

late-stage

clinical

trials

of

a

drug

to

treat

eye

diseases.

The

industrials

sector

also

added

to

the

Index’s

performance.

Stocks

of

companies

in

the

professional

services

industry

climbed

on

expectations

that

an

economic

slowdown

would

lead

to

increased

outsourcing

of

services

related

to

human

resources,

payroll

administration,

and

talent

management.

Conversely,

the

utilities

sector

declined.

Rising

interest

rates

propelled

bond

yields

sharply

higher,

offering

income-oriented

investors

an

alternative

to

the

dividends

of

utilities

stocks.

In

terms

of

relative

performance,

the

Index

underperformed

the

broader

market,

as

represented

by

the

MSCI

USA

Index,

for

the

reporting

period.

The

Index

seeks

exposure

to

less

volatile

stocks,

and

as

the

global

economy

stabilized

and

equity

markets

expanded,

investor

appetite

to

take

risk

increased,

disadvantaging

lower-volatility

equities.

An

underweight

position

and

stock

selection

in

the

information

technology

sector

detracted

from

the

fund’s

relative

performance,

as

did

an

overweight

position

in

the

utilities

sector.

Conversely,

an

underweight

position

and

stock

selection

in

the

consumer

discretionary

sector

contributed

to

relative

performance.

Portfolio

Information

SECTOR

ALLOCATION

Sector

Percent

of

Total

Investments

(a)

Information

Technology

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

23.3‌

%

Health

Care

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

18.4‌

Financials

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

12.5‌

Consumer

Staples

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

11.2‌

Industrials

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

10.6‌

Utilities

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

7.4‌

Communication

Services

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

6.2‌

Consumer

Discretionary

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

5.3‌

Materials

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

2.9‌

Energy

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

2.1‌

Real

Estate

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

0.1‌

a

a

(a)

Excludes

money

market

funds.

TEN

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

Oracle

Corp.

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

1.7‌

%

International

Business

Machines

Corp.

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

1.6‌

Roper

Technologies,

Inc.

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

1.6‌

VMware,

Inc.,

Class

A

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

1.6‌

Berkshire

Hathaway,

Inc.,

Class

B

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

1.5‌

Cisco

Systems,

Inc.

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

1.5‌

Microsoft

Corp.

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

1.5‌

Republic

Services,

Inc.

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

1.5‌

Eli

Lilly

&

Co.

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

1.5‌

Texas

Instruments,

Inc.

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

1.5‌

      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,

2023

iShares

®

ESG

MSCI

USA

Min

Vol

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

10

2023

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Common

Stocks

Aerospace

&

Defense

 — 

0

.6

%

Huntington

Ingalls

Industries,

Inc.

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

23

$

5,282

L3Harris

Technologies,

Inc.

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

63

11,938

RTX

Corp.

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

356

31,303

48,523

a

Air

Freight

&

Logistics

 — 

2

.0

%

CH

Robinson

Worldwide,

Inc.

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

506

50,691

Expeditors

International

of

Washington,

Inc.

.......

672

85,545

United

Parcel

Service,

Inc.

,

Class

B

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

167

31,251

167,487

a

Beverages

 — 

2

.1

%

Coca-Cola

Co.

(The)

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

765

47,376

Keurig

Dr

Pepper,

Inc.

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

492

16,733

PepsiCo,

Inc.

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

630

118,100

182,209

a

Biotechnology

 — 

5

.8

%

Amgen,

Inc.

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

418

97,875

Gilead

Sciences,

Inc.

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

1,437

109,413

Horizon

Therapeutics

PLC

(a)

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

90

9,024

Incyte

Corp.

(a)

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

362

23,067

Regeneron

Pharmaceuticals,

Inc.

(a)

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

126

93,481

Seagen,

Inc.

(a)

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

174

33,370

Vertex

Pharmaceuticals,

Inc.

(a)

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

354

124,728

490,958

a

Building

Products

 — 

2

.1

%

Johnson

Controls

International

PLC

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

1,687

117,331

Trane

Technologies

PLC

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

289

57,638

174,969

a

Capital

Markets

 — 

2

.8

%

Cboe

Global

Markets,

Inc.

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

449

62,716

CME

Group,

Inc.

,

Class

A

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

184

36,609

Intercontinental

Exchange,

Inc.

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

400

45,920

MarketAxess

Holdings,

Inc.

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

23

6,192

S&P

Global,

Inc.

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

207

81,664

233,101

a

Chemicals

 — 

0

.3

%

Ecolab,

Inc.

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

107

19,596

Linde

PLC

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

23

8,985

28,581

a

Commercial

Services

&

Supplies

 — 

1

.6

%

Republic

Services,

Inc.

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

82

12,391

Rollins,

Inc.

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

125

5,104

Waste

Management,

Inc.

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

708

115,963

133,458

a

Communications

Equipment

 — 

3

.2

%

Cisco

Systems,

Inc.

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

2,462

128,122

Juniper

Networks,

Inc.

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

1,065

29,607

Motorola

Solutions,

Inc.

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

406

116,372

274,101

a

Consumer

Staples

Distribution

&

Retail

 — 

1

.0

%

Kroger

Co.

(The)

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

1,820

88,525

a

Containers

&

Packaging

 — 

0

.8

%

Amcor

PLC

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

6,469

66,372

a

Security

Shares

Value

a

Distributors

 — 

0

.7

%

LKQ

Corp.

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

770

$

42,188

Pool

Corp.

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

54

20,776

62,964

a

Diversified

Telecommunication

Services

 — 

1

.6

%

AT&T,

Inc.

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

1,724

25,032

Verizon

Communications,

Inc.

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

3,173

108,136

133,168

a

Electric

Utilities

 — 

3

.0

%

Eversource

Energy

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

1,509

109,146

Exelon

Corp.

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

946

39,600

NextEra

Energy,

Inc.

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

1,444

105,845

254,591

a

Electronic

Equipment,

Instruments

&

Components

 — 

1

.3

%

Arrow

Electronics,

Inc.

(a)

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

163

23,234

Keysight

Technologies,

Inc.

(a)

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

530

85,372

108,606

a

Entertainment

 — 

2

.1

%

Activision

Blizzard,

Inc.

(a)

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

765

70,961

Electronic

Arts,

Inc.

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

767

104,581

175,542

a

Financial

Services

 — 

2

.6

%

Fiserv,

Inc.

(a)

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

154

19,436

Jack

Henry

&

Associates,

Inc.

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

295

49,433

Mastercard,

Inc.

,

Class

A

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

182

71,759

Visa,

Inc.

,

Class

A

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

352

83,681

224,309

a

Food

Products

 — 

3

.8

%

Campbell

Soup

Co.

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

847

38,809

General

Mills,

Inc.

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

1,380

103,141

Hormel

Foods

Corp.

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

1,258

51,427

J

M

Smucker

Co.

(The)

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

107

16,120

Kellogg

Co.

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

1,191

79,666

McCormick

&

Co.,

Inc.

,

NVS

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

370

33,108

322,271

a

Ground

Transportation

 — 

0

.4

%

Old

Dominion

Freight

Line,

Inc.

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

91

38,174

a

Health

Care

Equipment

&

Supplies

 — 

1

.0

%

Abbott

Laboratories

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

40

4,453

Becton

Dickinson

&

Co.

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

97

27,026

Hologic,

Inc.

(a)

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

636

50,511

81,990

a

Health

Care

Providers

&

Services

 — 

4

.6

%

AmerisourceBergen

Corp.

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

105

19,625

Cardinal

Health,

Inc.

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

456

41,710

Cigna

Group

(The)

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

64

18,886

Elevance

Health,

Inc.

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

125

58,954

Humana,

Inc.

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

18

8,223

McKesson

Corp.

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

148

59,555

Quest

Diagnostics,

Inc.

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

488

65,982

UnitedHealth

Group,

Inc.

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

226

114,440

387,375

a

Health

Care

REITs

 — 

0

.3

%

Welltower,

Inc.

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

320

26,288

a

Hotels,

Restaurants

&

Leisure

 — 

1

.1

%

Domino's

Pizza,

Inc.

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

67

26,582

McDonald's

Corp.

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

90

26,388

iShares

®

ESG

MSCI

USA

Min

Vol

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2023

(Percentages

shown

are

based

on

Net

Assets)

11

Schedule

of

Investments

Security

Shares

Value

a

Hotels,

Restaurants

&

Leisure

(continued)

Yum!

Brands,

Inc.

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

288

$

39,649

92,619

a

Household

Products

 — 

3

.8

%

Church

&

Dwight

Co.,

Inc.

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

138

13,202

Clorox

Co.

(The)

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

358

54,230

Colgate-Palmolive

Co.

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

1,469

112,026

Kimberly-Clark

Corp.

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

397

51,253

Procter

&

Gamble

Co.

(The)

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

607

94,874

325,585

a

Industrial

Conglomerates

 — 

1

.6

%

3M

Co.

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

678

75,597

Honeywell

International,

Inc.

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

294

57,074

132,671

a

Insurance

 — 

3

.0

%

Aon

PLC

,

Class

A

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

15

4,777

Arthur

J

Gallagher

&

Co.

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

86

18,473

Marsh

&

McLennan

Companies,

Inc.

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

670

126,241

Progressive

Corp.

(The)

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

399

50,266

Travelers

Companies,

Inc.

(The)

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

232

40,046

Willis

Towers

Watson

PLC

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

54

11,412

251,215

a

IT

Services

 — 

4

.3

%

Accenture

PLC

,

Class

A

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

366

115,784

Akamai

Technologies,

Inc.

(a)

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

321

30,335

Cognizant

Technology

Solutions

Corp.

,

Class

A

.....

378

24,959

Gartner,

Inc.

(a)

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

28

9,901

GoDaddy,

Inc.

,

Class

A

(a)

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

98

7,555

International

Business

Machines

Corp.

..........

950

136,971

VeriSign,

Inc.

(a)

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

176

37,127

362,632

a

Leisure

Products

 — 

0

.4

%

Hasbro,

Inc.

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

574

37,057

a

Life

Sciences

Tools

&

Services

 — 

0

.4

%

Agilent

Technologies,

Inc.

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

69

8,402

Danaher

Corp.

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

47

11,988

Waters

Corp.

(a)

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

57

15,744

36,134

a

Machinery

 — 

0

.9

%

Otis

Worldwide

Corp.

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

201

18,283

Xylem,

Inc.

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

532

59,983

78,266

a

Media

 — 

0

.1

%

Comcast

Corp.

,

Class

A

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

201

9,097

a

Metals

&

Mining

 — 

1

.3

%

Newmont

Corp.

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

2,664

114,339

a

Multi-Utilities

 — 

3

.5

%

CMS

Energy

Corp.

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

126

7,695

Consolidated

Edison,

Inc.

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

1,271

120,567

Public

Service

Enterprise

Group,

Inc.

...........

1,964

123,968

Sempra

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

279

41,576

293,806

a

Oil,

Gas

&

Consumable

Fuels

 — 

3

.4

%

Cheniere

Energy,

Inc.

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

523

84,653

Chevron

Corp.

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

47

7,692

Hess

Corp.

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

146

22,152

Marathon

Petroleum

Corp.

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

343

45,626

Security

Shares

Value

a

Oil,

Gas

&

Consumable

Fuels

(continued)

ONEOK,

Inc.

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

1,391

$

93,253

Phillips

66

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

240

26,772

Valero

Energy

Corp.

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

35

4,512

284,660

a

Pharmaceuticals

 — 

6

.5

%

Bristol-Myers

Squibb

Co.

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

1,587

98,695

Eli

Lilly

&

Co.

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

245

111,365

Johnson

&

Johnson

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

670

112,245

Merck

&

Co.,

Inc.

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

1,047

111,663

Pfizer,

Inc.

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

208

7,500

Zoetis,

Inc.

,

Class

A

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

562

105,707

547,175

a

Professional

Services

 — 

2

.0

%

Automatic

Data

Processing,

Inc.

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

469

115,965

Booz

Allen

Hamilton

Holding

Corp.

,

Class

A

.......

182

22,036

Broadridge

Financial

Solutions,

Inc.

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

134

22,501

Leidos

Holdings,

Inc.

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

69

6,454

166,956

a

Real

Estate

Management

&

Development

 — 

0

.4

%

CBRE

Group,

Inc.

,

Class

A

(a)

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

379

31,575

a

Semiconductors

&

Semiconductor

Equipment

 — 

2

.0

%

Intel

Corp.

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

320

11,447

NXP

Semiconductors

NV

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

140

31,217

Texas

Instruments,

Inc.

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

711

127,980

170,644

a

Software

 — 

10

.8

%

Adobe,

Inc.

(a)

(b)

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

202

110,326

Autodesk,

Inc.

(a)

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

72

15,263

Black

Knight,

Inc.

(a)

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

684

48,099

Cadence

Design

Systems,

Inc.

(a)

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

361

84,478

Gen

Digital,

Inc.

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

2,505

48,722

Intuit,

Inc.

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

28

14,328

Microsoft

Corp.

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

379

127,314

Oracle

Corp.

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

614

71,979

PTC,

Inc.

(a)

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

384

55,991

Roper

Technologies,

Inc.

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

265

130,658

Salesforce,

Inc.

(a)

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

224

50,402

ServiceNow,

Inc.

(a)

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

14

8,162

VMware,

Inc.

,

Class

A

(a)

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

961

151,483

917,205

a

Specialized

REITs

 — 

1

.2

%

American

Tower

Corp.

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

177

33,685

Equinix,

Inc.

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

79

63,984

97,669

a

Specialty

Retail

 — 

3

.2

%

AutoZone,

Inc.

(a)

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

13

32,262

Best

Buy

Co.,

Inc.

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

79

6,561

Home

Depot,

Inc.

(The)

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

334

111,503

Lowe's

Companies,

Inc.

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

334

78,246

Tractor

Supply

Co.

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

90

20,159

Ulta

Beauty,

Inc.

(a)

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

41

18,237

266,968

a

Technology

Hardware,

Storage

&

Peripherals

 — 

1

.6

%

Apple,

Inc.

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

223

43,809

Hewlett

Packard

Enterprise

Co.

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

5,511

95,781

139,590

a

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

ESG

MSCI

USA

Min

Vol

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

12

2023

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.

Security

Shares

Value

a

Trading

Companies

&

Distributors

 — 

3

.2

%

Fastenal

Co.

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

92

$

5,392

Ferguson

PLC

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

814

131,559

WW

Grainger,

Inc.

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

177

130,713

267,664

a

Water

Utilities

 — 

0

.9

%

American

Water

Works

Co.,

Inc.

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

502

74,010

a

Wireless

Telecommunication

Services

 — 

0

.5

%

T-Mobile

U.S.,

Inc.

(a)

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

307

42,295

a

Total

Long-Term

Investments — 99.8%

(Cost:

$

8,230,458

)

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

8,443,394

Security

Shares

Value

a

Short-Term

Securities

Money

Market

Funds

 — 

1

.4

%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

,

5.42

%

(c)

(d)

(e)

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

106,836

$

106,858

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

,

5.22

%

(c)

(d)

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

12,074

12,074

a

Total

Short-Term

Securities — 1.4%

(Cost:

$

118,932

)

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

118,932

Total

Investments

—

101.2%

(Cost:

$

8,349,390

)

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

8,562,326

Liabilities

in

Excess

of

Other

Assets

—

(

1

.2

)

%

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

(

97,903

)

Net

Assets

—

100.0%

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

$

8,464,423

(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,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

  Shares

Held

at

07/31/23

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

21,112

$

85,745

(a)

$

—

$

5

$

(

4

)

$

106,858

106,836

$

303

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

.

4,545

7,529

(a)

—

—

—

12,074

12,074

1,384

—

$

5

$

(

4

)

$

118,932

$

1,687

$

—

(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.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Common

Stocks

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

$

8,443,394

‌

$

—

‌

$

—

‌

$

8,443,394

‌

Short-Term

Securities

Money

Market

Funds

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

118,932

‌

—

‌

—

‌

118,932

‌

$

8,562,326

‌

$

—

‌

$

—

‌

$

8,562,326

‌

iShares

®

MSCI

USA

Min

Vol

Factor

ETF

Schedule

of

Investments

July

31,

2023

(Percentages

shown

are

based

on

Net

Assets)

13

Schedule

of

Investments

Security

Shares

Value

a

Common

Stocks

Aerospace

&

Defense

 — 1.1%

Lockheed

Martin

Corp.

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

316,335

$

141,202,454

Northrop

Grumman

Corp.

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

320,474

142,610,930

RTX

Corp.

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

242,390

21,313,353

305,126,737

a

Air

Freight

&

Logistics

 — 

1.9%

CH

Robinson

Worldwide,

Inc.

(a)

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

1,751,207

175,435,917

Expeditors

International

of

Washington,

Inc.

(a)

......

2,322,019

295,593,019

United

Parcel

Service,

Inc.,

Class

B

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

435,280

81,453,946

552,482,882

a

Banks

 — 0.4%

First

Horizon

Corp.

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

8,068,420

109,972,565

a

Beverages

 — 2.2%

Keurig

Dr

Pepper,

Inc.

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

6,338,614

215,576,262

PepsiCo,

Inc.

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

2,176,150

407,941,079

623,517,341

a

Biotechnology

 — 6.7%

AbbVie,

Inc.

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

2,101,713

314,374,231

Amgen,

Inc.

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

707,957

165,768,132

BioMarin

Pharmaceutical,

Inc.

(a)(b)

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

1,202,437

105,730,285

Gilead

Sciences,

Inc.

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

4,990,976

380,012,913

Horizon

Therapeutics

PLC

(b)

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

1,453,352

145,727,605

Incyte

Corp.

(b)

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

2,714,381

172,960,357

Neurocrine

Biosciences,

Inc.

(b)

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

828,234

84,388,762

Regeneron

Pharmaceuticals,

Inc.

(a)(b)

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

282,641

209,694,184

Seagen,

Inc.

(b)

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

859,399

164,815,540

United

Therapeutics

Corp.

(b)

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

126,908

30,803,110

Vertex

Pharmaceuticals,

Inc.

(a)(b)

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

443,992

156,436,141

1,930,711,260

a

Broadline

Retail

 — 0.0%

eBay,

Inc.

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

319,693

14,229,535

a

Capital

Markets

 — 2.0%

Cboe

Global

Markets,

Inc.

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

1,589,685

222,047,201

CME

Group,

Inc.,

Class

A

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

702,934

139,855,749

Intercontinental

Exchange,

Inc.

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

1,302,907

149,573,723

MarketAxess

Holdings,

Inc.

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

83,341

22,437,064

Tradeweb

Markets,

Inc.,

Class

A

(a)

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

582,928

47,677,681

581,591,418

a

Chemicals

 — 1.3%

Air

Products

and

Chemicals,

Inc.

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

315,328

96,279,098

CF

Industries

Holdings,

Inc.

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

1,453,580

119,309,846

Corteva,

Inc.

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

2,167,223

122,296,394

Linde

PLC

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

72,704

28,403,272

366,288,610

a

Commercial

Services

&

Supplies

 — 4.8%

Republic

Services,

Inc.

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

2,877,330

434,793,336

Rollins,

Inc.

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

2,463,048

100,566,250

Waste

Connections,

Inc.

(a)

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

2,975,568

420,060,935

Waste

Management,

Inc.

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

2,524,629

413,508,984

1,368,929,505

a

Communications

Equipment

 — 3.4%

Cisco

Systems,

Inc.

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

8,497,296

442,199,284

Juniper

Networks,

Inc.

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

4,832,754

134,350,561

Motorola

Solutions,

Inc.

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

1,357,988

389,240,101

965,789,946

a

Security

Shares

Value

a

Consumer

Staples

Distribution

&

Retail

 — 1.9%

Dollar

General

Corp.

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

115,420

$

19,489,821

Kroger

Co.

(The)

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

3,513,445

170,893,965

Walmart,

Inc.

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

2,302,199

368,029,532

558,413,318

a

Containers

&

Packaging

 — 0.7%

Amcor

PLC

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

11,615,007

119,169,972

International

Paper

Co.

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

705,229

25,430,558

Packaging

Corp.

of

America

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

281,192

43,120,793

187,721,323

a

Diversified

Telecommunication

Services

 — 1.9%

AT&T,

Inc.

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

11,009,349

159,855,747

Liberty

Global

PLC,

Class

C,

NVS

(b)

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

780,587

15,424,399

Verizon

Communications,

Inc.

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

10,826,084

368,952,943

544,233,089

a

Electric

Utilities

 — 4.5%

Alliant

Energy

Corp.

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

533,205

28,654,437

American

Electric

Power

Co.,

Inc.

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

1,357,070

114,998,112

Duke

Energy

Corp.

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

4,311,866

403,676,895

Evergy,

Inc.

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

310,796

18,638,436

Eversource

Energy

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

805,014

58,226,663

NextEra

Energy,

Inc.

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

1,541,723

113,008,296

Southern

Co.

(The)

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

4,393,274

317,809,441

Xcel

Energy,

Inc.

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

4,003,702

251,152,226

1,306,164,506

a

Electronic

Equipment,

Instruments

&

Components

 — 3.3%

Amphenol

Corp.,

Class

A

(a)

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

4,211,111

371,883,212

Arrow

Electronics,

Inc.

(a)(b)

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

865,230

123,329,884

Corning,

Inc.

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

2,227,459

75,599,959

Keysight

Technologies,

Inc.

(a)(b)

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

1,663,716

267,991,373

TE

Connectivity

Ltd.

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

152,407

21,868,880

Teledyne

Technologies,

Inc.

(b)

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

221,903

85,328,361

946,001,669

a

Entertainment

 — 2.1%

Activision

Blizzard,

Inc.

(b)

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

3,795,456

352,066,499

Electronic

Arts,

Inc.

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

1,801,415

245,622,935

597,689,434

a

Financial

Services

 — 4.1%

Berkshire

Hathaway,

Inc.,

Class

B

(b)

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

1,263,576

444,728,209

Fiserv,

Inc.

(a)(b)

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

1,171,419

147,844,792

Jack

Henry

&

Associates,

Inc.

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

1,097,305

183,875,399

Mastercard,

Inc.,

Class

A

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

451,921

178,183,412

Visa,

Inc.,

Class

A

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

964,907

229,387,341

1,184,019,153

a

Food

Products

 — 4.8%

Campbell

Soup

Co.

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

1,543,999

70,746,034

General

Mills,

Inc.

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

3,519,494

263,046,982

Hershey

Co.

(The)

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

1,481,177

342,611,052

Hormel

Foods

Corp.

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

4,205,477

171,919,900

J

M

Smucker

Co.

(The)

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

572,419

86,234,922

Kellogg

Co.

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

3,967,258

265,369,888

Mondelez

International,

Inc.,

Class

A

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

2,322,072

172,135,197

1,372,063,975

a

Ground

Transportation

 — 0.5%

Knight-Swift

Transportation

Holdings,

Inc.,

Class

A

..

256,747

15,597,380

Norfolk

Southern

Corp.

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

262,061

61,214,829

Old

Dominion

Freight

Line,

Inc.

(a)

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

141,436

59,330,988

136,143,197

a

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

MSCI

USA

Min

Vol

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

14

2023

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Health

Care

Equipment

&

Supplies

 — 1.7%

Abbott

Laboratories

(a)

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

999,941

$

111,323,431

Baxter

International,

Inc.

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

323,333

14,624,352

Becton

Dickinson

&

Co.

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

854,488

238,077,447

Hologic,

Inc.

(b)

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

850,034

67,509,700

Medtronic

PLC

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

528,160

46,351,322

477,886,252

a

Health

Care

Providers

&

Services

 — 4.0%

AmerisourceBergen

Corp.

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

582,569

108,882,146

CVS

Health

Corp.

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

200,417

14,969,146

Elevance

Health,

Inc.

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

166,281

78,423,108

Humana,

Inc.

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

184,660

84,358,228

Laboratory

Corp.

of

America

Holdings

...........

239,152

51,161,787

McKesson

Corp.

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

670,466

269,795,518

Molina

Healthcare,

Inc.

(a)(b)

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

215,036

65,476,312

Quest

Diagnostics,

Inc.

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

627,002

84,776,940

UnitedHealth

Group,

Inc.

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

787,442

398,737,006

1,156,580,191

a

Hotels,

Restaurants

&

Leisure

 — 2.4%

Domino's

Pizza,

Inc.

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

321,519

127,559,448

McDonald's

Corp.

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

1,411,036

413,715,755

Yum!

Brands,

Inc.

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

1,152,136

158,614,563

699,889,766

a

Household

Durables

 — 0.2%

Garmin

Ltd.

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

659,926

69,879,564

a

Household

Products

 — 2.3%

Church

&

Dwight

Co.,

Inc.

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

1,199,834

114,788,119

Colgate-Palmolive

Co.

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

1,224,080

93,348,341

Kimberly-Clark

Corp.

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

608,397

78,544,053

Procter

&

Gamble

Co.

(The)

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

2,418,082

377,946,216

664,626,729

a

Industrial

Conglomerates

 — 0.4%

3M

Co.

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

515,441

57,471,671

Honeywell

International,

Inc.

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

363,004

70,469,967

127,941,638

a

Insurance

 — 5.9%

American

Financial

Group,

Inc.

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

860,845

104,687,360

Aon

PLC,

Class

A

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

469,927

149,671,749

Arthur

J

Gallagher

&

Co.

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

1,457,357

313,040,284

Assurant,

Inc.

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

813,249

109,390,123

Chubb

Ltd.

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

155,603

31,806,809

Erie

Indemnity

Co.,

Class

A,

NVS

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

357,943

79,449,028

Hartford

Financial

Services

Group,

Inc.

(The)

......

347,203

24,956,952

Marsh

&

McLennan

Companies,

Inc.

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

1,690,080

318,444,874

Progressive

Corp.

(The)

(a)

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

2,334,349

294,081,287

Travelers

Companies,

Inc.

(The)

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

1,144,664

197,580,453

Willis

Towers

Watson

PLC

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

410,567

86,765,124

1,709,874,043

a

Interactive

Media

&

Services

 — 0.1%

Alphabet,

Inc.,

Class

C,

NVS

(b)

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

224,239

29,848,453

a

IT

Services

 — 5.0%

Accenture

PLC,

Class

A

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

1,223,012

386,899,846

Akamai

Technologies,

Inc.

(a)(b)

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

1,520,862

143,721,459

Cognizant

Technology

Solutions

Corp.,

Class

A

.....

1,645,909

108,679,371

Gartner,

Inc.

(b)

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

142,290

50,312,321

GoDaddy,

Inc.,

Class

A

(a)(b)

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

1,601,183

123,435,198

International

Business

Machines

Corp.

..........

3,280,463

472,977,156

VeriSign,

Inc.

(b)

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

718,196

151,503,446

1,437,528,797

a

Security

Shares

Value

a

Life

Sciences

Tools

&

Services

 — 0.1%

Thermo

Fisher

Scientific,

Inc.

(a)

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

45,161

$

24,778,034

a

Machinery

 — 0.2%

Illinois

Tool

Works,

Inc.

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

135,972

35,804,147

Otis

Worldwide

Corp.

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

221,714

20,167,105

55,971,252

a

Media

 — 0.8%

Comcast

Corp.,

Class

A

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

3,093,399

140,007,239

Fox

Corp.,

Class

B

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

522,936

16,425,420

Liberty

Broadband

Corp.,

Class

C,

NVS

(b)

........

822,532

73,312,277

229,744,936

a

Metals

&

Mining

 — 0.9%

Newmont

Corp.

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

6,294,061

270,141,098

a

Multi-Utilities

 — 2.8%

Ameren

Corp.

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

887,800

76,057,826

CMS

Energy

Corp.

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

952,606

58,175,649

Consolidated

Edison,

Inc.

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

3,194,455

303,026,001

Dominion

Energy,

Inc.

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

1,332,541

71,357,571

DTE

Energy

Co.

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

547,387

62,566,334

WEC

Energy

Group,

Inc.

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

2,633,199

236,619,262

807,802,643

a

Oil,

Gas

&

Consumable

Fuels

 — 2.1%

Cheniere

Energy,

Inc.

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

673,251

108,972,407

Chevron

Corp.

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

712,624

116,628,044

Exxon

Mobil

Corp.

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

1,287,396

138,060,347

Marathon

Petroleum

Corp.

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

1,151,408

153,160,292

Phillips

66

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

146,460

16,337,613

Valero

Energy

Corp.

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

232,369

29,954,688

Williams

Companies,

Inc.

(The)

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

1,259,975

43,406,138

606,519,529

a

Pharmaceuticals

 — 5.9%

Bristol-Myers

Squibb

Co.

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

4,655,701

289,538,045

Eli

Lilly

&

Co.

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

943,698

428,957,926

Johnson

&

Johnson

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

2,368,590

396,809,883

Merck

&

Co.,

Inc.

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

3,614,791

385,517,460

Pfizer,

Inc.

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

5,763,090

207,817,025

1,708,640,339

a

Professional

Services

 — 1.8%

Automatic

Data

Processing,

Inc.

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

888,238

219,625,728

Booz

Allen

Hamilton

Holding

Corp.,

Class

A

.......

941,327

113,975,873

Broadridge

Financial

Solutions,

Inc.

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

342,246

57,469,949

Verisk

Analytics,

Inc.

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

502,230

114,980,536

506,052,086

a

Semiconductors

&

Semiconductor

Equipment

 — 2.3%

Analog

Devices,

Inc.

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

363,754

72,579,835

Broadcom,

Inc.

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

174,861

157,138,838

Texas

Instruments,

Inc.

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

2,374,033

427,325,940

657,044,613

a

Software

 — 8.0%

Aspen

Technology,

Inc.

(a)(b)

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

105,845

18,893,333

Black

Knight,

Inc.

(a)(b)

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

2,354,297

165,554,165

Gen

Digital,

Inc.

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

8,647,757

168,198,874

Microsoft

Corp.

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

1,311,399

440,525,152

Oracle

Corp.

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

4,059,432

475,887,213

PTC,

Inc.

(a)(b)

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

866,135

126,291,144

Roper

Technologies,

Inc.

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

912,068

449,695,128

VMware,

Inc.,

Class

A

(b)

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

2,839,524

447,594,168

2,292,639,177

a

iShares

®

MSCI

USA

Min

Vol

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2023

(Percentages

shown

are

based

on

Net

Assets)

15

Schedule

of

Investments

Security

Shares

Value

a

Specialized

REITs

 — 0.1%

Public

Storage

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

140,217

$

39,506,140

a

Specialty

Retail

 — 2.5%

AutoZone,

Inc.

(a)(b)

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

106,040

263,161,589

Home

Depot,

Inc.

(The)

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

670,813

223,944,212

Lowe's

Companies,

Inc.

(a)

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

223,705

52,407,370

O'Reilly

Automotive,

Inc.

(b)

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

189,221

175,178,910

Ulta

Beauty,

Inc.

(b)

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

31,814

14,150,867

728,842,948

a

Technology

Hardware,

Storage

&

Peripherals

 — 1.4%

Apple,

Inc.

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

1,456,339

286,097,797

Dell

Technologies,

Inc.,

Class

C

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

1,594,250

84,367,710

NetApp,

Inc.

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

398,210

31,064,362

401,529,869

a

Water

Utilities

 — 0.0%

American

Water

Works

Co.,

Inc.

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

98,251

14,485,145

a

Wireless

Telecommunication

Services

 — 1.3%

T-Mobile

U.S.,

Inc.

(a)(b)

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

2,804,181

386,332,016

a

Total

Long-Term

Investments — 99.8%

(Cost:

$26,417,663,662)

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

28,755,174,721

Security

Shares

Value

a

Short-Term

Securities

Money

Market

Funds

 — 

0.6%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares,

5.42%

(c)(d)(e)

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

128,108,494

$

128,134,115

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

5.22%

(c)(d)

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

51,122,900

51,122,900

a

Total

Short-Term

Securities — 0.6%

(Cost:

$179,188,329)

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

179,257,015

Total

Investments

—

100.4%

(Cost:

$26,596,851,991)

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

28,934,431,736

Liabilities

in

Excess

of

Other

Assets

—

(0.4)%

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

(128,177,923)

Net

Assets

—

100.0%

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

$

28,806,253,813

(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,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

  Shares

Held

at

07/31/23

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

189,835,614

$

—

$

(61,699,289

)

(a)

$

20,709

$

(22,919

)

$

128,134,115

128,108,494

$

814,888

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

......

49,067,165

2,055,735

(a)

—

—

—

51,122,900

51,122,900

1,923,717

45

$

20,709

$

(22,919

)

$

179,257,015

$

2,738,605

$

45

(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,

2023

iShares

®

MSCI

USA

Min

Vol

Factor

ETF

16

2023

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,

2023,

the

effect

of

derivative

financial

instruments

in

the

Statements

of

Operations

was

as

follows:

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

For

more

information

about

the

Fund’s

investment

risks

regarding

derivative

financial

instruments,

refer

to

the

Notes

to

Financial

Statements. 

Futures

Contracts

Description

Number

of

Contracts

Expiration

Date

Notional

Amount

(000)

Value/

Unrealized

Appreciation

(Depreciation)

Long

Contracts

Dow

Jones

U.S.

Real

Estate

Index

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

201

09/15/23

$

6,852

$

69,545

E-Mini

S&P

500

Index

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

181

09/15/23

41,761

1,752,818

$

1,822,363

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)

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

$

—

$

—

$

1,822,363

$

—

$

—

$

—

$

1,822,363

(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

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

$

—

$

—

$

5,147,836

$

—

$

—

$

—

$

5,147,836

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

contracts

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

$

—

$

—

$

(

2,658,205

)

$

—

$

—

$

—

$

(2,658,205

)

Futures

contracts

Average

notional

value

of

contracts

—

long

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

$

67,480,149

a

iShares

®

MSCI

USA

Min

Vol

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2023

17

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

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

$

28,755,174,721

‌

$

—

‌

$

—

‌

$

28,755,174,721

‌

Short-Term

Securities

Money

Market

Funds

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

179,257,015

‌

—

‌

—

‌

179,257,015

‌

$

28,934,431,736

‌

$

—

‌

$

—

‌

$

28,934,431,736

‌

Derivative

Financial

Instruments

(a)

Assets

Equity

Contracts

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

$

1,822,363

‌

$

—

‌

$

—

‌

$

1,822,363

‌

a

(a)

Derivative

financial

instruments

are

futures

contracts.

Futures

contracts

are

valued

at

the

unrealized

appreciation

(depreciation)

on

the

instrument.

18

2023

iShares

Annual

Report

to

Shareholders

Statements

of

Assets

and

Liabilities

July

31,

2023

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)

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

$

8,443,394

‌

$

28,755,174,721

‌

Investments,

at

value

—

affiliated

(c)

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

118,932

‌

179,257,015

‌

Cash

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

16

‌

5,010

‌

Cash

pledged:

Futures

contracts

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

—

‌

2,778,000

‌

Receivables:

Securities

lending

income

—

affiliated

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

2

‌

18,035

‌

Dividends

—

unaffiliated

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

9,995

‌

33,248,883

‌

Dividends

—

affiliated

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

54

‌

183,209

‌

Interest

—

unaffiliated

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

58

‌

4,837

‌

Variation

margin

on

futures

contracts

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

—

‌

110,590

‌

Total

assets

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

8,572,451

‌

28,970,780,300

‌

LIABILITIES

Collateral

on

securities

loaned

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

106,858

‌

128,207,337

‌

Payables:

Investments

purchased

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

—

‌

32,058,159

‌

Capital

shares

redeemed

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

—

‌

555,266

‌

Investment

advisory

fees

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

1,170

‌

3,705,725

‌

Total

liabilities

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

108,028

‌

164,526,487

‌

Commitments

and

contingent

liabilities

NET

ASSETS

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

$

8,464,423

‌

$

28,806,253,813

‌

NET

ASSETS

CONSIST

OF:

Paid-in

capital

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

$

8,622,693

‌

$

29,186,442,654

‌

Accumulated

loss

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

(

158,270

)

(

380,188,841

)

NET

ASSETS

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

$

8,464,423

‌

$

28,806,253,813

‌

NET

ASSET

VALUE

Shares

outstanding

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

350,000

‌

382,400,000

‌

Net

asset

value

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

$

24.18

‌

$

75.33

‌

Shares

authorized

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

Unlimited

Unlimited

Par

value

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

None

None

(a)

Securities

loaned,

at

value

..........................................................................

$

108,688

‌

$

125,155,080

‌

(b)

Investments,

at

cost

—

unaffiliated

.....................................................................

$

8,230,458

‌

$

26,417,663,662

‌

(c)

Investments,

at

cost

—

affiliated

.......................................................................

$

118,932

‌

$

179,188,329

‌

19

Financial

Statements

Statements

of

Operations

Year

Ended

July

31,

2023

See

notes

to

financial

statements.

iShares

ESG

MSCI

USA

Min

Vol

Factor

ETF

iShares

MSCI

USA

Min

Vol

Factor

ETF

INVESTMENT

INCOME

Dividends

—

unaffiliated

............................................................................

$

111,395

‌

$

541,048,753

‌

Dividends

—

affiliated

..............................................................................

1,384

‌

1,923,717

‌

Interest

—

unaffiliated

..............................................................................

84

‌

265,359

‌

Securities

lending

income

—

affiliated

—

net

...............................................................

303

‌

814,888

‌

Foreign

taxes

withheld

.............................................................................

(

18

)

(

464,543

)

Total

investment

income

..............................................................................

113,148

‌

543,588,174

‌

EXPENSES

Investment

advisory

...............................................................................

9,965

‌

43,504,275

‌

Total

expenses

....................................................................................

9,965

‌

43,504,275

‌

Net

investment

income

...............................................................................

103,183

‌

500,083,899

‌

—

‌

—

‌

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

from:

Investments

—

unaffiliated

.........................................................................

(

229,826

)

(

735,075,184

)

Investments

—

affiliated

...........................................................................

5

‌

20,709

‌

Capital

gain

distributions

from

underlying

funds

—

affiliated

...................................................

—

‌

45

‌

Futures

contracts

...............................................................................

—

‌

5,147,836

‌

In-kind

redemptions

—

unaffiliated

(a)

...................................................................

—

‌

1,842,061,451

‌

(

229,821

)

1,112,154,857

‌

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

—

unaffiliated

.........................................................................

503,606

‌

(

439,937,616

)

Investments

—

affiliated

...........................................................................

(

4

)

(

22,919

)

Futures

contracts

...............................................................................

—

‌

(

2,658,205

)

503,602

‌

(

442,618,740

)

Net

realized

and

unrealized

gain

........................................................................

273,781

‌

669,536,117

‌

NET

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

...............................................

$

376,964

‌

$

1,169,620,016

‌

(a)

See

Note

2

of

the

Notes

to

Financial

Statements.

20

2023

iShares

Annual

Report

to

Shareholders

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

Year

Ended

07/31/23

Period

From

11/02/21

(a)

to

07/31/22

Year

Ended

07/31/23

Year

Ended

07/31/22

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

.........................................

$

103,183

‌

$

54,292

‌

$

500,083,899

‌

$

418,935,429

‌

Net

realized

gain

(loss)

.........................................

(

229,821

)

(

156,358

)

1,112,154,857

‌

1,885,935,077

‌

Net

change

in

unrealized

appreciation

(depreciation)

.....................

503,602

‌

(

290,666

)

(

442,618,740

)

(

2,865,028,597

)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

................

376,964

‌

(

392,732

)

1,169,620,016

‌

(

560,158,091

)

DISTRIBUTIONS

TO

SHAREHOLDERS

(b)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

..............

(

96,930

)

(

43,707

)

(

511,852,164

)

(

377,829,879

)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

(decrease)

in

net

assets

derived

from

capital

share

transactions

......

3,548,303

‌

5,072,525

‌

(

504,311,560

)

1,119,798,350

‌

NET

ASSETS

Total

increase

in

net

assets

........................................

3,828,337

‌

4,636,086

‌

153,456,292

‌

181,810,380

‌

Beginning

of

period

.............................................

4,636,086

‌

—

‌

28,652,797,521

‌

28,470,987,141

‌

End

of

period

.................................................

$

8,464,423

‌

$

4,636,086

‌

$

28,806,253,813

‌

$

28,652,797,521

‌

(a)

Commencement

of

operations.

(b)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

21

Financial

Highlights

Financial

Highlights

(For

a

share

outstanding

throughout

each

period)

See

notes

to

financial

statements.

iShares

ESG

MSCI

USA

Min

Vol

Factor

ETF

Year

Ended

07/31/23

Period

From

11/02/21

(a)

to

07/31/22

Net

asset

value,

beginning

of

period

......................................................................

$

23.18

‌

$

25.11

‌

Net

investment

income

(b)

..............................................................................

0

.43

‌

0

.27

‌

Net

realized

and

unrealized

gain

(loss)

(c)

....................................................................

0

.98

‌

(

1

.98

)

Net

increase

(decrease)

from

investment

operations

.............................................................

1

.41

‌

(

1

.71

)

Distributions

from

net

investment

income

(d)

....................................................................

(

0

.41

)

(

0

.22

)

Net

asset

value,

end

of

period

...........................................................................

$

24.18

‌

$

23.18

‌

Total

Return

(e)

–

–

Based

on

net

asset

value

...............................................................................

6

.27

%

(

6

.83

)

%

(f)

Ratios

to

Average

Net

Assets

(g)

–

–

Total

expenses

......................................................................................

0

.18

%

0

.18

%

(h)

Net

investment

income

.................................................................................

1

.86

%

1

.51

%

(h)

Supplemental

Data

Net

assets,

end

of

period

(000)

...........................................................................

$

8,464

‌

$

4,636

‌

Portfolio

turnover

rate

(i)

.................................................................................

21

%

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.

22

2023

iShares

Annual

Report

to

Shareholders

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

See

notes

to

financial

statements.

iShares

MSCI

USA

Min

Vol

Factor

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Net

asset

value,

beginning

of

year

..........................

$

73.77

‌

$

76.19

‌

$

63.37

‌

$

62.75

‌

$

54.90

‌

Net

investment

income

(a)

................................

1

.25

‌

1

.13

‌

1

.08

‌

1

.29

‌

1

.23

‌

Net

realized

and

unrealized

gain

(loss)

(b)

......................

1

.59

‌

(

2

.52

)

12.84

‌

0

.62

‌

7

.77

‌

Net

increase

(decrease)

from

investment

operations

...............

2

.84

‌

(

1

.39

)

13.92

‌

1

.91

‌

9

.00

‌

Distributions

from

net

investment

income

(c)

......................

(

1

.28

)

(

1

.03

)

(

1

.10

)

(

1

.29

)

(

1

.15

)

Net

asset

value,

end

of

year

..............................

$

75.33

‌

$

73.77

‌

$

76.19

‌

$

63.37

‌

$

62.75

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

.................................

3

.97

%

(

1

.85

)

%

22.23

%

3

.18

%

16.61

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

........................................

0

.15

%

0

.15

%

0

.15

%

0

.15

%

0

.15

%

Net

investment

income

...................................

1

.72

%

1

.50

%

1

.59

%

2

.06

%

2

.12

%

Supplemental

Data

Net

assets,

end

of

year

(000)

...............................

$

28,806,254

‌

$

28,652,798

‌

$

28,470,987

‌

$

34,512,060

‌

$

30,646,395

‌

Portfolio

turnover

rate

(f)

...................................

23

%

20

%

23

%

22

%

21

%

(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

23

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. Interest

income,

including

amortization

and

accretion

of

premiums

and

discounts

on

debt

securities,

is

recognized

daily

on

an

accrual

basis.

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,

2023,

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. 

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.

The

Board

of Trustees of

the

Trust (the

“Board”)

of

each

Fund

has

approved

the

designation

of

BlackRock

Fund

Advisors

(“BFA”),

the

Funds’

investment

adviser,

as

the

valuation

designee

for each

Fund. Each

Fund

determines

the

fair

values

of

its

financial

instruments

using

various

independent

dealers

or

pricing

services

under

BFA’s

policies.

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

BFA’s

policies

and

procedures

as

reflecting

fair

value. BFA

has

formed

a

committee

(the

“Valuation

Committee”)

to

develop

pricing

policies

and

procedures

and

to

oversee

the

pricing

function

for

all

financial

instruments,

with

assistance

from

other

BlackRock

pricing

committees.

iShares

ETF

Diversification

Classification

ESG

MSCI

USA

Min

Vol

Factor

...........................................................................................

Non-diversified

MSCI

USA

Min

Vol

Factor

...............................................................................................

Diversified

Notes

to

Financial

Statements

(continued)

24

2023

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 BFA’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

BFA,

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)

25

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

(b)

ESG

MSCI

USA

Min

Vol

Factor

J.P.

Morgan

Securities

LLC

.....................................

$

108,688

‌

$

(

106,858

)

$

—

‌

$

1,830

‌

$

108,688

‌

$

(

106,858

)

$

—

‌

$

1,830

‌

a

MSCI

USA

Min

Vol

Factor

Barclays

Bank

PLC

...........................................

5,163,258

‌

(

5,163,258

)

—

‌

—

‌

Barclays

Capital,

Inc.

.........................................

2,058,303

‌

(

2,034,712

)

—

‌

23,591

‌

BNP

Paribas

SA

.............................................

2,689,795

‌

(

2,689,795

)

—

‌

—

‌

Citigroup

Global

Markets,

Inc.

....................................

5,584,950

‌

(

5,584,950

)

—

‌

—

‌

Goldman

Sachs

&

Co.

LLC

.....................................

3,712,800

‌

(

3,712,800

)

—

‌

—

‌

HSBC

Bank

PLC

............................................

453,952

‌

(

453,952

)

—

‌

—

‌

J.P.

Morgan

Securities

LLC

.....................................

20,918,712

‌

(

20,918,712

)

—

‌

—

‌

Morgan

Stanley

.............................................

46,062,104

‌

(

46,062,104

)

—

‌

—

‌

RBC

Capital

Markets

LLC

......................................

10,401,560

‌

(

10,401,560

)

—

‌

—

‌

SG

Americas

Securities

LLC

....................................

3,699,338

‌

(

3,699,338

)

—

‌

—

‌

UBS

Securities

LLC

..........................................

14,978,137

‌

(

14,978,137

)

—

‌

—

‌

Virtu

Americas

LLC

...........................................

8,161,995

‌

(

8,161,995

)

—

‌

—

‌

Wells

Fargo

Bank

NA

.........................................

1,270,176

‌

(

1,270,176

)

—

‌

—

‌

$

125,155,080

‌

$

(

125,131,489

)

$

—

‌

$

23,591

‌

a

(a)

Collateral

received,

if

any,

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

Funds’

Statements

of

Assets

and

Liabilities.

(b)

The

market

value

of

the

loaned

securities

is

determined

as

of

July

31,

2023.

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

the

counterparty.

Notes

to

Financial

Statements

(continued)

26

2023

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:

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.

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.

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,

2023

,

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,

2023

,

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.

iShares

ETF

Investment

Advisory

Fees

ESG

MSCI

USA

Min

Vol

Factor

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.18%

MSCI

USA

Min

Vol

Factor

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.15

iShares

ETF

Amounts

ESG

MSCI

USA

Min

Vol

Factor

..........................................................................................

$

75

‌

MSCI

USA

Min

Vol

Factor

..............................................................................................

314,507

‌

iShares

ETF

Purchases

Sales

Net

Realized

Gain

(Loss)

MSCI

USA

Min

Vol

Factor

..........................................................

$

748,325,958

‌

$

886,705,068

‌

$

(

19,349,761

)

Notes

to

Financial

Statements

(

continued)

27

Notes

to

Financial

Statements

7.

Purchases

and

Sales

For

the year

ended

July

31,

2023

,

purchases

and

sales

of

investments,

excluding

short-term

securities

and

in-kind

transactions,

were

as

follows:

For

the year

ended

July

31,

2023

,

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,

2023,

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,

2023

,

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:

As

of

July

31,

2023,

the

tax

components

of

accumulated

net earnings

(losses)

were

as

follows:

As

of

July

31,

2023,

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:

iShares

ETF

Purchases

Sales

ESG

MSCI

USA

Min

Vol

Factor

........................................................................

$

1,162,404

‌

$

1,161,275

‌

MSCI

USA

Min

Vol

Factor

............................................................................

6,752,666,196

‌

6,717,569,580

‌

iShares

ETF

In-kind

Purchases

In-kind

Sales

ESG

MSCI

USA

Min

Vol

Factor

........................................................................

$

3,542,120

‌

$

—

‌

MSCI

USA

Min

Vol

Factor

............................................................................

7,690,332,209

‌

8,179,557,403

‌

iShares

ETF

Paid-in

Capital

Accumulated

Earnings

(Loss)

MSCI

USA

Min

Vol

Factor

............................................................................

1,839,666,908

‌

(

1,839,666,908

)

iShares

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

ESG

MSCI

USA

Min

Vol

Factor

Ordinary

income

..........................................................................................

$

96,930

‌

$

43,707

‌

MSCI

USA

Min

Vol

Factor

Ordinary

income

..........................................................................................

$

511,852,164

‌

$

377,829,879

‌

iShares

ETF

Undistributed

Ordinary

Income

Non-expiring

Capital

Loss

Carryforwards

(a)

Net

Unrealized

Gains

(Losses)

(b)

Total

ESG

MSCI

USA

Min

Vol

Factor

....................................

$

16,803

‌

$

(

375,364

)

$

200,291

‌

$

(

158,270

)

MSCI

USA

Min

Vol

Factor

........................................

57,627,283

‌

(

2,711,240,772

)

2,273,424,648

‌

(

380,188,841

)

(a)

Amounts

available

to

offset

future

realized

capital

gains.

(b)

The

difference

between

book-basis

and

tax-basis

net

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

....................................

$

8,362,035

‌

$

495,421

‌

$

(

295,130

)

$

200,291

‌

MSCI

USA

Min

Vol

Factor

........................................

26,661,007,088

‌

3,546,892,893

‌

(

1,273,468,245

)

2,273,424,648

‌

Notes

to

Financial

Statements

(continued)

28

2023

iShares

Annual

Report

to

Shareholders

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.

Infectious

Illness

Risk:

An

outbreak

of

an

infectious

illness,

such

as

the

COVID-19

pandemic,

may

adversely

impact

the

economies

of

many

nations

and

the

global

economy

and

may

impact

individual

issuers

and

capital

markets

in

ways

that

cannot

be

foreseen.

An

infectious

illness

outbreak

may

result

in,

among

other

things,

closed

international

borders,

prolonged

quarantines,

supply

chain

disruptions,

market

volatility

or

disruptions

and

other

significant

economic,

social

and

political

impacts.

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

BFA

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.

Geographic/Asset

Class

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.

The

Funds

invest

a

significant

portion

of

their

assets

in securities

of

issuers

located

in

the

United

States.

A

decrease

in

imports

or

exports,

changes

in

trade

regulations,

inflation

and/or

an

economic

recession

in

the

United

States

may

have

a

material

adverse

effect

on

the

U.S.

economy

and

the

securities

listed

on

U.S.

exchanges.

Proposed

and

adopted

policy

and

legislative

changes

in

the

United

States

may

also

have

a

significant

effect

on

U.S.

markets

generally,

as

well

as

on

the

value

of

certain

securities.

Governmental

agencies

project

that

the

United

States

will

continue

to

maintain

elevated

public

debt

levels

for

the

foreseeable

future

which

may

constrain

future

economic

growth.

Circumstances

could

arise

that

could

prevent

the

timely

payment

of

interest

or

principal

on

U.S.

government

debt,

such

as

reaching

the

legislative

“debt

ceiling.”

Such

non-payment

would

result

in

substantial

negative

consequences

for

the

U.S.

economy

and

the

global

financial

system.

If

U.S.

relations

with

certain

countries

deteriorate,

it

could

adversely

affect

issuers

that

rely

on

the

United

States

for

trade.

The

United

States

has

also

experienced

increased

internal

unrest

and

discord.

If

these

trends

were

to

continue,

they

may

have

an

adverse

impact

on

the

U.S.

economy

and

the

issuers

in

which

the

Funds

invest.

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.

Notes

to

Financial

Statements

(

continued)

29

Notes

to

Financial

Statements

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

07/31/23

Year

Ended

07/31/22

iShares

ETF

Shares

Amount

Shares

Amount

ESG

MSCI

USA

Min

Vol

Factor

(a)

Shares

sold

...............................................

150,000

‌

$

3,548,303

‌

250,000

‌

$

6,279,385

‌

Shares

redeemed

...........................................

—

‌

—

‌

(

50,000

)

(

1,206,860

)

150,000

‌

$

3,548,303

‌

200,000

‌

$

5,072,525

‌

MSCI

USA

Min

Vol

Factor

Shares

sold

...............................................

108,200,000

‌

$

7,737,374,222

‌

121,200,000

‌

$

9,094,785,815

‌

Shares

redeemed

...........................................

(

114,200,000

)

(

8,241,685,782

)

(

106,500,000

)

(

7,974,987,465

)

(

6,000,000

)

$

(

504,311,560

)

14,700,000

‌

$

1,119,798,350

‌

(a)

The

Fund

commenced

operations

on

November

2,

2021.

Report

of

Independent

Registered

Public

Accounting

Firm

30

2023

iShares

Annual

Report

to

Shareholders

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,

2023,

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,

2023,

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,

2023

by

correspondence

with

the

custodian,

transfer

agent

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinions.

/s/PricewaterhouseCoopers

LLP

Philadelphia,

Pennsylvania

September

22,

2023

We

have

served

as

the

auditor

of

one

or

more

BlackRock

investment

companies

since

2000.

iShares

MSCI

USA

Min

Vol

Factor

ETF

iShares

ESG

MSCI

USA

Min

Vol

Factor

ETF

(1)

(1)

Statement

of

operations

for

the

year

ended

July

31,

2023,

and

statements

of

changes

in

net

assets

for

the

year

ended

July

31,

2023

and

the

period

November

2,

2021

(commencement

of

operations)

to

July

31,

2022.

Important

Tax

Information

(unaudited)

31

Important

Tax

Information

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,

2023:

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,

2023:

The

following

percentages,

or

maximum

percentages

allowable

by

law,

of

ordinary

income

distributions

paid

during

the

fiscal

year

ended

July

31,

2023

qualified

for

the

dividends-received

deduction

for

corporate

shareholders:

iShares

ETF

Qualified

Dividend

Income

ESG

MSCI

USA

Min

Vol

Factor

...........................................................................................

$

103,955‌

MSCI

USA

Min

Vol

Factor

...............................................................................................

518,097,580‌

iShares

ETF

Qualified

Business

Income

ESG

MSCI

USA

Min

Vol

Factor

...........................................................................................

$

1,309‌

MSCI

USA

Min

Vol

Factor

...............................................................................................

7,119,468‌

iShares

ETF

Dividends-Received

Deduction

ESG

MSCI

USA

Min

Vol

Factor

...........................................................................................

97.12‌

%

MSCI

USA

Min

Vol

Factor

...............................................................................................

100.00‌

Board

Review

and

Approval

of

Investment

Advisory

Contract

32

2023

iShares

Annual

Report

to

Shareholders

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

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

the

approval

of

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

2,

2023

and

May

15,

2023,

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

7-8,

2023,

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

other

fund(s)

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

any

waivers

and

reimbursements)

for

the

Fund

were

within

range

of

the

median

of

the

investment

advisory

fee

rates

and

overall

expenses

(net

of

any

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,

2022,

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

ongoing

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,

including

related

programs

implemented

pursuant

to

regulatory

requirements.

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

2,

2023

meeting

and

throughout

the

year,

and

matters

related

to

BFA’s

portfolio

compliance

program

and

other

compliance

programs

and

services.

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)

33

Board

Review

and

Approval

of

Investment

Advisory

Contract

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

(as

discussed

above),

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,

as

applicable

(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

further

considered

other

direct

benefits

that

might

accrue

to

BFA,

including

the

potential

for

reduction

in

the

Fund’s

expenses

that

are

borne

by

BFA

under

the

“all-inclusive”

management

fee

arrangement,

due

in

part

to

the

size

and

scope

of

BFA’s

investment

operations

servicing

the

Fund

(and

other

funds

in

the

iShares

complex)

as

well

as

in

response

to

a

changing

market

environment.

The

Board

also

reviewed

and

considered

information

provided

by

BFA

concerning

authorized

participant

primary

market

order

processing

services

that

are

provided

by

BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

BFA,

and

paid

for

by

authorized

participants

under

the

ETF

Servicing

Platform.

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.

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

the

approval

of

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

Board

Review

and

Approval

of

Investment

Advisory

Contract

(continued)

34

2023

iShares

Annual

Report

to

Shareholders

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

2,

2023

and

May

15,

2023,

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

7-8,

2023,

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

other

fund(s)

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

any

waivers

and

reimbursements)

for

the

Fund

were

lower

than

the

median

of

the

investment

advisory

fee

rates

and

overall

expenses

(net

of

any

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,

2022,

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

ongoing

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,

including

related

programs

implemented

pursuant

to

regulatory

requirements.

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

2,

2023

meeting

and

throughout

the

year,

and

matters

related

to

BFA’s

portfolio

compliance

program

and

other

compliance

programs

and

services.

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

Board

Review

and

Approval

of

Investment

Advisory

Contract

(

continued)

35

Board

Review

and

Approval

of

Investment

Advisory

Contract

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

(as

discussed

above),

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,

as

applicable

(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

further

considered

other

direct

benefits

that

might

accrue

to

BFA,

including

the

potential

for

reduction

in

the

Fund’s

expenses

that

are

borne

by

BFA

under

the

“all-inclusive”

management

fee

arrangement,

due

in

part

to

the

size

and

scope

of

BFA’s

investment

operations

servicing

the

Fund

(and

other

funds

in

the

iShares

complex)

as

well

as

in

response

to

a

changing

market

environment.

The

Board

also

reviewed

and

considered

information

provided

by

BFA

concerning

authorized

participant

primary

market

order

processing

services

that

are

provided

by

BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

BFA,

and

paid

for

by

authorized

participants

under

the

ETF

Servicing

Platform.

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)

36

2023

iShares

Annual

Report

to

Shareholders

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,

2023

Tailored

Shareholder

Reports

for

Open-End

Mutual

Funds

and

ETFs 

Effective

January

24,

2023,

the

SEC adopted

rule

and

form

amendments

to

require

open-end

mutual

funds

and

ETFs

to

transmit

concise

and

visually

engaging

streamlined

annual

and

semiannual

reports

to

shareholders

that

highlight

key

information.

Other

information,

including

financial

statements,

will

no

longer

appear

in

a

streamlined

shareholder

report

but

must

be

available

online,

delivered

free

of

charge

upon

request,

and

filed

on

a

semiannual

basis

on

Form

N-CSR.

The

rule

and

form

amendments

have

a

compliance

date

of

July

24,

2024.

At

this

time,

management

is

evaluating

the

impact

of

these

amendments

on

the

shareholder

reports

for

the

Funds.

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

(a)

.......

$

0.411591

‌

$

—

‌

$

0.000001

‌

$

0.411592

‌

100

%

—

%

—

%

(b)

100

%

(a)

The

Fund

estimates

that

it

has

distributed

more

than

its

net

investment

income

and

net

realized

capital

gains;

therefore,

a

portion

of

the

distribution

may

be

a

return

of

capital.

A

return

of

capital

may

occur,

for

example,

when

some

or

all

of

the

shareholder’s

investment

in

the

Fund

is

returned

to

the

shareholder.

A

return

of

capital

does

not

necessarily

reflect

the

Fund’s

investment

performance

and

should

not

be

confused

with

“yield”

or

“income”.

When

distributions

exceed

total

return

performance,

the

difference

will

incrementally

reduce

the

Fund’s

net

asset

value

per

share.

(b)

Rounds

to

less

than

1%.

Trustee

and

Officer

Information

(unaudited)

37

Trustee

and

Officer

Information

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

387

funds

as

of

July

31,

2023.

With

the

exception

of

Robert

S.

Kapito,

Salim

Ramji

and

Aaron

Wasserman,

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.

Wasserman

is

c/o

BlackRock,

Inc.,

50

Hudson

Yards,

New

York,

NY

10001.

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

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Trustee

Robert

S.

Kapito

(a)

(1957)

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)

(1970)

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

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Trustee

John

E.

Kerrigan

(1955)

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

(1956)

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

(1954)

Trustee

(since

2017);

Audit

Committee

Chair

(since

2019).

Partner,

KPMG

LLP

(2002-2016);

Director

of

One

Generation

Away

(since

2021).

Director

of

iShares,

Inc.

(since

2017);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2017).

Cecilia

H.

Herbert

(1949)

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),

Investment

Committee

(since

2011)

and

Personnel

Committee

(since

2022);

Member

of

the

Wyoming

State

Investment

Funds

Committee

(since

2022);

Director

of

the

Jackson

Hole

Center

for

the

Arts

(since

2021);

Trustee

of

Forward

Funds

(14

portfolios)

(2009-2018);

Trustee

of

Salient

MF

Trust

(4

portfolios)

(2015-2018).

Director

of

iShares,

Inc.

(since

2005);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Drew

E.

Lawton

(1959)

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);

Director

of

Jackson

Financial

Inc.

(since

2021).

Trustee

and

Officer

Information

(unaudited)

(continued)

38

2023

iShares

Annual

Report

to

Shareholders

Officers

Name

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Trustee

John

E.

Martinez

(1961)

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

(1964)

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

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Dominik

Rohé

(1973)

President

(since

2023).

Managing

Director,

BlackRock,

Inc.

(since

2005);

Head

of

Americas

ETF

and

Index

Investments

(since

2023);

Head

of

Latin

America

(2019-2023).

Trent

Walker

(1974)

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.

Aaron

Wasserman

(1974)

Chief

Compliance

Officer

(since

2023).

Managing

Director

of

BlackRock,

Inc.

(since

2018);

Chief

Compliance

Officer

of

the

BlackRock

Multi-Asset

Complex,

the

BlackRock

Fixed-Income

Complex

and

the

Exchange-Traded

Fund

Complex

(since

2023);

Deputy

Chief

Compliance

Officer

for

the

BlackRock

Multi-Asset

Complex,

the

BlackRock

Fixed-Income

Complex

and

the

Exchange-Traded

Funds

Complex

(2014-2023).

Marisa

Rolland

(1980)

Secretary

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2023);

Director,

BlackRock,

Inc.

(2018-2022);

Vice

President,

BlackRock,

Inc.

(2010-2017).

Rachel

Aguirre

(1982)

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

(1976)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2009);

Co-Head

of

Index

Equity

(since

2022).

James

Mauro

(1970)

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

30,

2023,

Dominik

Rohé

replaced

Armando

Senra

as

President.

Effective

July

1,

2023,

Aaron

Wasserman

replaced

Charles

Park

as

Chief

Compliance

Officer.

Independent

Trustees

(

continued

)

General

Information

39

General

Information

Electronic

Delivery

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can

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e-mail

notifications

announcing

that

the

shareholder

report

or

prospectus

has

been

posted

on

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iShares

website

at

iShares.com

.

Once

you

have

enrolled,

you

will

no

longer

receive

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reports

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the

mail.

To

enroll

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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

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same

address,

even

if

their

accounts

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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

40

2023

iShares

Annual

Report

to

Shareholders

Portfolio

Abbreviation

NVS

Non-Voting

Shares

iS-AR-717-0723

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.

©2023

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,

2023

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

2023

Annual

Report

Dear

Shareholder,

Despite

an

uncertain

economic

landscape

during

the

12-month

reporting

period

ended

July

31,

2023,

the

resilience

of

the

U.S.

economy

in

the

face

of

ever

tighter

financial

conditions

provided

an

encouraging

backdrop

for

investors.

While

inflation

was

near

multi-decade

highs

at

the

beginning

of

the

period,

it

declined

precipitously

as

commodity

prices

dropped.

Labor

shortages

also

moderated,

although

wages

continued

to

grow

and

unemployment

rates

reached

the

lowest

levels

in

decades.

This

robust

labor

market

powered

further

growth

in

consumer

spending,

backstopping

the

economy.

Equity

returns

were

solid,

as

the

durability

of

consumer

sentiment

eased

investors’

concerns

about

the

economy’s

trajectory.

The

U.S.

economy

resumed

growth

in

the

third

quarter

of

2022

and

continued

to

expand

thereafter.

Most

major

classes

of

equities

advanced,

including

large-

and

small-capitalization

U.S.

stocks

and

equities

from

developed

and

emerging

markets.

The

10-year

U.S.

Treasury

yield

rose

during

the

reporting

period,

driving

its

price

down,

as

investors

reacted

to

elevated

inflation

and

attempted

to

anticipate

future

interest

rate

changes.

The

corporate

bond

market

also

faced

inflationary

headwinds,

although

high-yield

corporate

bond

prices

fared

significantly

better

than

investment-grade

bonds

as

demand

from

yield-seeking

investors

remained

strong.

The

U.S.

Federal

Reserve

(the

“Fed”),

acknowledging

that

inflation

has

been

more

persistent

than

expected,

raised

interest

rates

seven

times

during

the

12-month

period

ended

July

31,

2023.

Furthermore,

the

Fed

wound

down

its

bond-buying

programs

and

incrementally

reduced

its

balance

sheet

by

not

replacing

securities

that

reach

maturity.

However,

the

Fed

declined

to

raise

interest

rates

at

its

June

2023

meeting,

the

first

time

it

paused

its

tightening

in

the

current

cycle,

before

again

raising

rates

in

July

2023.

Supply

constraints

appear

to

have

become

an

embedded

feature

of

the

new

macroeconomic

environment,

making

it

difficult

for

developed

economies

to

increase

production

without

sparking

higher

inflation.

Geopolitical

fragmentation

and

an

aging

population

risk

further

exacerbating

these

constraints,

keeping

the

labor

market

tight

and

wage

growth

high.

Although

the

Fed

has

decelerated

the

pace

of

interest

rate

hikes

and

recently

opted

for

a

pause,

we

believe

that

the

new

economic

regime

means

that

the

Fed

will

need

to

maintain

high

rates

for

an

extended

period

to

keep

inflation

under

control.

Furthermore,

ongoing

structural

changes

may

mean

that

the

Fed

will

be

hesitant

to

cut

interest

rates

in

the

event

of

faltering

economic

activity

lest

inflation

accelerate

again.

We

believe

investors

should

expect

a

period

of

higher

volatility

as

markets

adjust

to

the

new

economic

reality

and

policymakers

attempt

to

adapt.

While

we

favor

an

overweight

position

to

developed

market

equities

in

the

long

term,

we

prefer

an

underweight

stance

in

the

near-term.

Expectations

for

corporate

earnings

remain

elevated,

which

seems

inconsistent

with

macroeconomic

constraints.

Nevertheless,

we

are

overweight

on

emerging

market

stocks

in

the

near-term

as

growth

trends

for

emerging

markets

appear

brighter.

We

also

believe

that

stocks

with

an

A.I.

tilt

should

benefit

from

an

investment

cycle

that

is

set

to

support

revenues

and

margins.

We

are

neutral

on

credit

overall

amid

tightening

credit

and

financial

conditions;

however,

there

are

selective

opportunities

in

the

near

term.

For

fixed

income

investing

with

a

six-

to

twelve-month

horizon,

we

see

the

most

attractive

investments

in

short-term

U.S.

Treasuries,

U.S.

inflation-linked

bonds,

U.S.

mortgage-

backed

securities,

and

hard-currency

emerging

market

bonds.

Overall,

our

view

is

that

investors

need

to

think

globally,

position

themselves

to

be

prepared

for

a

decarbonizing

economy,

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,

2023

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)

13.52%

13.02%

U.S.

small

cap

equities

(Russell

2000

®

Index)

4.51

7.91

International

equities

(MSCI

Europe,

Australasia,

Far

East

Index)

6.65

16.79

Emerging

market

equities

(MSCI

Emerging

Markets

Index)

3.26

8.35

3-month

Treasury

bills

(ICE

BofA

3-Month

U.S.

Treasury

Bill

Index)

2.34

3.96

U.S.

Treasury

securities

(ICE

BofA

10-Year

U.S.

Treasury

Index)

(2.08)

(7.56)

U.S.

investment

grade

bonds

(Bloomberg

U.S.

Aggregate

Bond

Index)

(1.02)

(3.37)

Tax-exempt

municipal

bonds

(Bloomberg

Municipal

Bond

Index)

0.20

0.93

U.S.

high

yield

bonds

(Bloomberg

U.S.

Corporate

High

Yield

2%

Issuer

Capped

Index)

2.92

4.42

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

Report

of

Independent

Registered

Public

Accounting

Firm

..............................................................................

51

Important

Tax

Information

.................................................................................................

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

2023

iShares

Annual

Report

to

Shareholders

iShares

Trust

Domestic

Market

Overview

U.S.

stocks

advanced

for

the

12

months

ended

July

31,

2023

(“reporting

period”),

when

the

Russell

3000

®

Index,

a

broad

measure

of

U.S.

equity

market

performance,

returned

12.65%.

Economic

strength

in

the

face

of

tightening

monetary

conditions

drove

investor

optimism

surrounding

the

resilience

of

the

domestic

economy.

Meanwhile,

decelerating

inflation

alleviated

concerns

related

to

potential

overheating

and

led

investors

to

anticipate

an

end

to

monetary

tightening.

Nonetheless,

investors

watched

the

economy

closely

for

the

impact

of

higher

interest

rates,

and

several

bank

failures

in

early

2023

highlighted

the

potential

second-order

effects

of

tight

monetary

conditions.

However,

government

agencies

acted

swiftly

to

organize

a

sale

of

the

failed

banks’

assets

and

inject

liquidity

into

the

banking

system,

and

equity

prices

recovered.

As

the

reporting

period

began,

inflation,

which

surged

in

the

aftermath

of

the

coronavirus

pandemic,

stood

near

multi-decade

highs.

However,

the

inflation

rate

declined

in

each

of

the

subsequent

eleven

months,

ending

the

reporting

period

substantially

lower.

Declining

energy

costs

and

the

resolution

of

supply

chain

disruptions

helped

ease

inflation,

as

the

cost

of

transportation

and

shipping

moderated

significantly.

The

U.S.

Federal

Reserve

(“Fed”)

tightened

monetary

policy

rapidly,

raising

short-term

interest

rates

seven

times

over

the

course

of

the

reporting

period.

The

pace

of

tightening

decelerated

as

the

Fed

twice

lowered

the

increment

of

increase

before

pausing

entirely

in

June

2023,

the

first

time

it

declined

to

act

since

the

tightening

cycle

began.

However,

the

Fed

then

raised

interest

rates

again

at

its

July

2023

meeting

and

stated

that

it

would

continue

to

monitor

economic

data.

The

Fed

also

continued

to

decrease

the

size

of

its

balance

sheet

by

reducing

the

store

of

U.S.

Treasuries

it

had

accumulated

to

stabilize

markets

in

the

early

phases

of

the

coronavirus

pandemic.

Despite

the

tightening

financial

conditions,

the

U.S.

economy

demonstrated

continued

strength.

The

economy

returned

to

growth

in

the

third

quarter

of

2022

and

showed

robust,

if

slightly

slower,

growth

thereafter.

Consumers

powered

the

economy,

increasing

their

spending

in

both

nominal

and

inflation-adjusted

terms.

A

strong

labor

market

bolstered

spending

as

unemployment

remained

at

a

near

historic

low

and

the

number

of

employed

persons

reached

an

all-time

high.

Tightness

in

the

labor

market

drove

higher

wages,

although

wage

growth

slowed

as

the

reporting

period

continued.

Despite

a

divided

government,

the

U.S.

Congress

was

able

to

strike

a

deal

in

May

2023

to

raise

the

debt

ceiling,

averting

a

potential

government

default.

While

that

deal

enacted

modest

spending

cuts,

government

spending

rose

overall,

and

several

significant

investment

bills

also

passed.

These

included

the

CHIPS

Act,

which

encouraged

the

building

of

semiconductor

capacity

in

the

U.S.,

and

the

Inflation

Reduction

Act,

which

provided

subsidies

for

various

climate-related

initiatives.

Driven

in

part

by

these

new

incentives,

factory

construction

increased

sharply

during

the

reporting

period.

In

this

environment,

corporate

profits

remained

solid,

and

many

companies

were

able

to

sufficiently

raise

prices

to

preserve

profit

margins

even

in

the

face

of

higher

labor

and

input

costs.

Nonetheless,

profits

declined

overall

in

the

fourth

quarter

of

2022

and

again

in

the

first

quarter

of

2023,

and

the

yield

curve

(a

graphical

representation

of

U.S.

Treasury

rates

at

different

maturities)

further

inverted,

a

sign

that

markets

were

concerned

about

the

impact

of

higher

borrowing

costs

on

the

economy.

Furthermore,

dwindling

personal

savings

and

rising

household

debt

raised

questions

about

the

sustainability

of

consumer

spending

as

an

engine

of

economic

growth.

iShares

®

MSCI

USA

Momentum

Factor

ETF

5

Fund

Summary

Fund

Summary

as

of

July

31,

2023

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

(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

10

Years

1

Year

5

Years

10

Years

Fund

NAV

..................................

4.80

%

7.03

%

11.86

%

4.80

%

40.45

%

206.84

%

Fund

Market

................................

4.75

7.03

11.85

–

%

4.75

40.47

206.43

Index

.....................................

4.96

7.24

12.07

4.96

41.83

212.67

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

1,021.60

‌

$

0.75

‌

$

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,

2023

(continued)

iShares

®

MSCI

USA

Momentum

Factor

ETF

6

2023

iShares

Annual

Report

to

Shareholders

Portfolio

Management

Commentary

Stocks

with

relatively

high

price

momentum

advanced

during

the

reporting

period.

The

communication

services

sector

contributed

the

most

to

the

Index’s

performance.

Cost-cutting

measures,

including

significant

job

reductions,

boosted

the

media

and

entertainment

industry.

Increased

online

advertising

spending

as

the

economic

outlook

improved

further

bolstered

stocks

in

the

industry.

In

addition,

investments

in

new

social

media

video

and

advertising

features

helped

companies

reach

a

wider

audience,

fueling

expectations

of

continued

growth.

The

adoption

of

new

artificial

intelligence

(“AI”)

applications

to

better

target

social

media

users

with

content

also

extended

the

amount

of

time

users

spent

on

the

networks.

The

industrials

sector

also

added

to

the

Index’s

return,

with

strong

performance

by

the

capital

goods

industry.

Sales

of

automotive

parts

increased,

as

vehicle

production

recovered

from

supply

shortages

and

weaker

demand

during

the

coronavirus

pandemic.

Resilient

demand

for

commercial

trucks

and

increased

orders

for

parts

to

repair

an

aging

fleet

further

benefited

the

industry.

Energy

supply

concerns

prompted

by

the

war

in

Ukraine

lifted

the

outlook

for

the

manufacture

of

components

used

in

fossil

fuel

alternatives,

such

as

nuclear

and

wind

power.

A

strong

recovery

in

travel

increased

demand

for

aircraft

engine

sales

and

service.

The

semiconductors

and

semiconductor

equipment

industry

in

the

information

technology

sector

also

contributed

to

the

Index’s

performance

amid

increasing

optimism

about

the

growth

and

impact

of

AI.

Companies

that

manufacture

expensive

graphic

processing

units

used

for

AI

and

networking

chips

that

speed

up

data

processing

led

the

gains.

The

advanced

microchips

process

large

amounts

of

data

simultaneously

to

make

predictions

or

draw

inferences,

providing

insights

for

business.

Advances

in

AI

capability

prompted

companies

from

a

wide

range

of

industries

to

commit

to

the

technology

as

a

strategy

to

transform

their

businesses,

necessitating

investment

in

these

specialized

microprocessors.

In

terms

of

relative

performance,

the

Index

significantly

underperformed

the

broader

market,

as

represented

by

the

MSCI

USA

Index.

The

Index

seeks

exposure

to

stocks

exhibiting

relatively

higher

price

momentum,

a

factor

that

was

disadvantaged

in

the

shifting

investment

landscape,

as

energy

prices

declined

and

investors

rotated

into

growth-

oriented

sectors

toward

the

end

of

2022.

Overweight

exposure

to

the

healthcare

and

energy

sectors

and

an

underweight

position

in

information

technology

detracted

from

the

Index’s

relative

performance.

Security

selection

in

the

consumer

discretionary

and

energy

sectors

also

weighed

on

relative

performance,

while

selection

in

healthcare

proved

beneficial.

Portfolio

Information

SECTOR

ALLOCATION

Sector

Percent

of

Total

Investments

(a)

Information

Technology

............................

26.8‌

%

Health

Care

...................................

17.9‌

Consumer

Discretionary

...........................

14.2‌

Industrials

.....................................

12.2‌

Communication

Services

...........................

10.7‌

Consumer

Staples

...............................

5.3‌

Energy

.......................................

5.1‌

Financials

.....................................

3.7‌

Materials

.....................................

3.3‌

Utilities

.......................................

0.8‌

a

a

(a)

Excludes

money

market

funds.

TEN

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

NVIDIA

Corp.

..................................

6.9‌

%

Meta

Platforms,

Inc.,

Class

A

........................

6.0‌

Microsoft

Corp.

.................................

4.9‌

Broadcom,

Inc.

.................................

4.5‌

Exxon

Mobil

Corp.

...............................

4.2‌

Eli

Lilly

&

Co.

..................................

3.8‌

Merck

&

Co.,

Inc.

................................

3.3‌

General

Electric

Co.

..............................

2.4‌

Netflix,

Inc.

....................................

2.4‌

Oracle

Corp.

...................................

2.3‌

aaa

aa

iShares

®

MSCI

USA

Quality

Factor

ETF

7

Fund

Summary

Fund

Summary

as

of

July

31,

2023

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

(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

10

Years

1

Year

5

Years

10

Years

Fund

NAV

..................................

16.47

%

11.83

%

12.65

%

16.47

%

74.87

%

229.11

%

Fund

Market

................................

16.45

11.83

12.65

–

%

16.45

74.92

228.97

Index

.....................................

16.70

12.03

12.84

16.70

76.50

234.73

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

1,153.20

‌

$

0.80

‌

$

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,

2023

(continued)

iShares

®

MSCI

USA

Quality

Factor

ETF

8

2023

iShares

Annual

Report

to

Shareholders

Portfolio

Management

Commentary

U.S.

stocks

of

companies

with

quality

characteristics

advanced

sharply

for

the

reporting

period.

The

information

technology

sector

contributed

the

most

to

the

Index’s

performance,

led

by

the

semiconductors

and

semiconductor

equipment

industry

amid

increasing

optimism

about

the

growth

and

impact

of

artificial

intelligence

(“AI”).

Companies

that

manufacture

expensive

graphic

processing

units

used

for

AI

purposes

drove

the

gains.

Advanced

microchips

can

process

large

amounts

of

data

simultaneously

and,

using

algorithms

and

statistical

models,

recognize

patterns

of

information

which

can

be

used

to

make

predictions

or

draw

inferences.

That

capability

allows

computer

systems

to

learn

and

adapt

without

following

explicit

instructions,

in

order

to

generate

key

insights

or

original

content.

Advances

in

AI

capability

prompted

companies

from

across

a

wide

range

of

industries

to

commit

to

the

technology

as

a

strategy

to

transform

their

businesses,

necessitating

investment

in

these

specialized

microprocessors.

The

software

industry

also

advanced,

as

companies

committed

to

rapidly

develop

new

products

using

AI

and

incorporate

AI

into

existing

products

to

automate

and

simplify

tasks

for

businesses

and

consumers.

Investor

optimism

about

these

products

as

new

sources

of

revenue

and

profits

drove

software

stocks

higher.

The

communication

sector

also

contributed

meaningfully

to

the

Index’s

performance,

particularly

the

interactive

media

and

services

industry.

The

stock

price

of

social

media

platforms

rose

amid

increased

cost-cutting

measures,

including

job

reductions,

and

strengthening

online

advertising

spending

following

an

improved

economic

outlook.

Investments

in

new

social

media

video

and

advertising

features,

in

addition

to

using

AI

to

better

target

users

with

content

in

order

to

extend

the

amount

of

time

users

spend

on

the

platforms,

also

raised

stock

prices.

In

terms

of

relative

performance,

the

Index

outperformed

the

broader

market,

as

represented

by

the

MSCI

USA

Index.

The

market

environment

during

the

reporting

period

generally

benefited

higher

quality

equities,

as

rising

borrowing

costs

and

concerns

about

a

banking

crisis

supported

demand

for

profitable

companies

with

low

debt.

Security

selection

was

the

primary

driver

of

outperformance.

Overweight

positions

in

select

companies

within

the

semiconductors

and

semiconductor

equipment

industry,

the

interactive

media

and

services

industry,

and

the

pharmaceuticals

industry

contributed

to

relative

performance.

Underweight

exposure

to

the

consumer

discretionary

sector

and

overweight

positions

in

the

communication

services

and

consumer

staples

sectors

added

to

relative

returns,

while

an

underweight

to

the

information

technology

sector

and

an

overweight

to

financials

detracted.

Portfolio

Information

SECTOR

ALLOCATION

Sector

Percent

of

Total

Investments

(a)

Information

Technology

............................

29.6‌

%

Health

Care

...................................

12.8‌

Financials

.....................................

11.8‌

Consumer

Discretionary

...........................

9.6‌

Communication

Services

...........................

9.1‌

Industrials

.....................................

8.8‌

Consumer

Staples

...............................

6.4‌

Energy

.......................................

4.4‌

Materials

.....................................

2.7‌

Utilities

.......................................

2.5‌

Real

Estate

....................................

2.3‌

a

a

(a)

Excludes

money

market

funds.

TEN

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

NVIDIA

Corp.

..................................

6.2‌

%

Apple,

Inc.

....................................

4.6‌

Meta

Platforms,

Inc.,

Class

A

........................

4.5‌

Visa,

Inc.,

Class

A

...............................

4.4‌

Microsoft

Corp.

.................................

4.4‌

Mastercard,

Inc.,

Class

A

...........................

3.8‌

Nike,

Inc.,

Class

B

...............................

2.9‌

ConocoPhillips

.................................

2.9‌

Broadcom,

Inc.

.................................

2.7‌

Atmos

Energy

Corp.

..............................

2.5‌

      aaa

aa

iShares

®

MSCI

USA

Size

Factor

ETF

9

Fund

Summary

Fund

Summary

as

of

July

31,

2023

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

(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

10

Years

1

Year

5

Years

10

Years

Fund

NAV

..................................

8.62

%

9.88

%

10.99

%

8.62

%

60.20

%

183.68

%

Fund

Market

................................

8.54

9.87

10.98

–

%

8.54

60.09

183.46

Index

.....................................

8.76

10.03

‌

11.14

‌

8.76

61.30

‌

187.58

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

1,047.00

‌

$

0.76

‌

$

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,

2023

(continued)

iShares

®

MSCI

USA

Size

Factor

ETF

10

2023

iShares

Annual

Report

to

Shareholders

Portfolio

Management

Commentary

Stocks

of

U.S.

large-

and

mid-capitalization

companies

with

smaller

average

market

capitalizations

rose

during

the

reporting

period.

The

industrials

sector

contributed

the

most

to

the

Index’s

performance

with

robust

gains

in

the

machinery

industry

amid

increased

government

support

for

infrastructure

projects

and

an

improved

economic

outlook.

Strong

pricing

and

resilient

demand

for

equipment

and

parts

benefited

large

commercial

truck

and

heavy

equipment

manufacturers.

The

building

products

industry

also

advanced.

Building

products

manufacturers

increased

sales

to

commercial

builders

as

supply

chain

disruptions

eased,

while

higher

prices

raised

profits.

In

addition,

the

Fed’s

decision

to

slow

the

pace

of

interest

rate

increases

late

in

the

reporting

period

improved

the

outlook

for

home

building

products.

The

information

technology

sector

added

to

the

Index’s

gains.

Increasing

optimism

about

the

growth

and

impact

of

artificial

intelligence

(“AI”)

applications

attracted

investor

interest

in

software

companies

using

the

technology.

AI

software

applications

that

use

customer-specific

data

can

respond

to

queries

with

conversational

answers

that

generate

solutions

for

corporate

and

government

clients.

Companies

in

the

semiconductors

and

semiconductor

equipment

industry

that

manufacture

expensive

graphic

processing

units

used

for

AI

purposes

also

boosted

performance.

Advances

in

AI

capability

led

companies

to

commit

to

the

technology

as

a

strategy

to

transform

their

businesses.

The

consumer

discretionary

sector

also

added

to

the

Index’s

return.

Cruise

line

companies

climbed

sharply

higher

on

a

surge

in

travel,

particularly

to

international

destinations,

amid

pent-up

demand

following

the

end

of

coronavirus

pandemic

restrictions

and

receding

contagion

concerns.

Strong

positive

cash

flow

allowed

the

cruise

line

operators

to

pay

down

substantial

debt

incurred

during

the

pandemic

when

they

suspended

operations

as

vacationers

cancelled

travel

plans.

Conversely,

real

estate

investment

trusts

(“REITs”)

detracted

from

the

Index’s

performance.

Rising

bond

yields

offered

dividend-seeking

investors

an

alternative

to

the

payouts

that

REITs

offer.

In

terms

of

relative

performance,

the

Index

underperformed

the

broader

market,

as

represented

by

the

MSCI

USA

Index.

The

size

factor

inherent

in

the

Index

constrained

relative

performance,

as

smaller-capitalization

stocks

trailed

the

mega-capitalization

stocks

that

drove

the

broader

market

rally.

An

underweight

position

in

the

information

technology

sector,

particularly

in

the

semiconductors

and

semiconductor

equipment

industry,

detracted

the

most

from

relative

performance.

Underweight

exposure

to

the

communication

services

sector,

more

specifically

in

the

interactive

media

and

services

industry,

also

weighed

on

relative

returns.

Portfolio

Information

SECTOR

ALLOCATION

Sector

Percent

of

Total

Investments

(a)

Information

Technology

............................

16.0‌

%

Industrials

.....................................

15.6‌

Financials

.....................................

14.7‌

Health

Care

...................................

11.5‌

Consumer

Discretionary

...........................

10.3‌

Real

Estate

....................................

5.9‌

Materials

.....................................

5.7‌

Consumer

Staples

...............................

5.6‌

Communication

Services

...........................

5.1‌

Utilities

.......................................

4.9‌

Energy

.......................................

4.7‌

a

a

(a)

Excludes

money

market

funds.

TEN

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

Rivian

Automotive,

Inc.,

Class

A

......................

0.3‌

%

Roku,

Inc.,

Class

A

...............................

0.3‌

Coinbase

Global,

Inc.,

Class

A

.......................

0.3‌

Carnival

Corp.

..................................

0.3‌

Palantir

Technologies,

Inc.,

Class

A

....................

0.2‌

Unity

Software,

Inc.

..............................

0.2‌

Wolfspeed,

Inc.

.................................

0.2‌

MongoDB,

Inc.,

Class

A

...........................

0.2‌

Match

Group,

Inc.

...............................

0.2‌

Sirius

XM

Holdings,

Inc.

...........................

0.2‌

      aaa

aa

iShares

®

MSCI

USA

Value

Factor

ETF

11

Fund

Summary

Fund

Summary

as

of

July

31,

2023

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

(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

10

Years

1

Year

5

Years

10

Years

Fund

NAV

..................................

4.77

%

5.55

%

8.59

%

4.77

%

31.01

%

128.06

%

Fund

Market

................................

4.81

5.55

8.60

–

%

4.81

31.00

128.10

Index

.....................................

4.92

5.70

8.76

4.92

31.94

131.48

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(02/01/23)

Ending

Account

Value

(07/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

1,011.10

‌

$

0.75

‌

$

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,

2023

(continued)

iShares

®

MSCI

USA

Value

Factor

ETF

12

2023

iShares

Annual

Report

to

Shareholders

Portfolio

Management

Commentary

U.S.

stocks

of

companies

with

value

characteristics

advanced

for

the

reporting

period.

The

information

technology

sector

contributed

the

most

to

the

Index’s

performance.

Investor

optimism

about

the

growth

and

impact

of

artificial

intelligence

(“AI”)

applications

propelled

the

semiconductors

and

semiconductors

equipment

industry.

AI

applications

require

large

numbers

of

fast

microchips

to

quickly

store

and

retrieve

data

while

searching

for

patterns

of

information

that

can

be

used

to

make

predictions

or

draw

inferences.

Advances

in

AI

capability

prompted

many

companies

to

commit

to

the

technology

as

a

strategy

to

transform

their

businesses,

which

benefited

chipmakers

and

suppliers

of

chipmaking

equipment.

In

addition,

increased

demand

for

microchips

in

the

growing

market

for

electric

vehicles

and

expanded

use

in

a

wide

variety

of

devices

and

household

products

helped

offset

declining

demand

for

personal

computers

and

smartphones.

The

consumer

discretionary

sector

also

added

to

the

Index’s

return,

led

by

the

household

durables

industry.

Despite

higher

interest

rates,

stocks

of

home

builders

climbed

as

new

home

sales

exceeded

modest

forecasts.

High

mortgage

rates

limited

the

availability

of

previously

owned

homes,

as

homeowners

with

low

mortgage

rates

opted

to

stay

put,

bolstering

strong

demand

for

new

housing

construction

while

sales

of

existing

homes

dropped.

The

industrials

sector

further

contributed

to

performance,

fueled

by

the

capital

goods

industry.

Commercial

truck,

engine,

and

tool

manufacturers

benefited

from

resilient

demand

and

high

profit

margins

on

parts.

Additionally,

a

rise

in

new

home

sales

lifted

expectations

for

near-term

growth

in

the

building

products

industry.

Conversely,

the

communication

services

sector,

in

particular

the

diversified

telecommunication

services

industry,

detracted

from

the

Index’s

performance.

Stocks

of

telecommunication

companies

dropped

sharply

toward

the

end

of

the

reporting

period

amid

concerns

that

the

firms’

legacy

lead-sheathed

cables

could

lead

to

large

financial

liabilities

if

they

are

found

to

have

contaminated

soil

and

drinking

water

sources.

In

terms

of

relative

performance,

the

Index

underperformed

the

broader

market,

as

represented

by

the

MSCI

USA

Index.

Although

value

stocks

benefited

in

2022

amid

high

inflation

and

rising

interest

rates,

growth-oriented

stocks

drove

the

broader

market

rally

in

2023,

as

investors

anticipated

an

end

to

the

Fed’s

interest-rate

increases.

Stock

selection

in

the

information

technology

sector,

particularly

in

the

semiconductors

and

semiconductor

equipment

industry,

detracted

from

relative

performance.

Selection

in

the

communication

services

sector

and

an

overweight

position

in

the

diversified

telecommunication

services

industry

also

weighed

on

relative

returns.

Portfolio

Information

SECTOR

ALLOCATION

Sector

Percent

of

Total

Investments

(a)

Information

Technology

............................

28.1‌

%

Health

Care

...................................

13.0‌

Financials

.....................................

12.8‌

Consumer

Discretionary

...........................

10.8‌

Industrials

.....................................

9.0‌

Communication

Services

...........................

7.5‌

Consumer

Staples

...............................

6.5‌

Energy

.......................................

4.5‌

Materials

.....................................

2.7‌

Real

Estate

....................................

2.6‌

Utilities

.......................................

2.5‌

a

a

(a)

Excludes

money

market

funds.

TEN

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

Intel

Corp.

....................................

5.4‌

%

AT&T,

Inc.

.....................................

4.8‌

Cisco

Systems,

Inc.

..............................

4.7‌

Micron

Technology,

Inc.

............................

3.2‌

Pfizer,

Inc.

....................................

3.1‌

General

Motors

Co.

..............................

2.8‌

International

Business

Machines

Corp.

.................

2.8‌

Ford

Motor

Co.

.................................

2.2‌

Wells

Fargo

&

Co.

...............................

2.2‌

Applied

Materials,

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.

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,

2023

iShares

®

MSCI

USA

Momentum

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

14

2023

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Common

Stocks

Aerospace

&

Defense

 — 2.8%

Axon

Enterprise,

Inc.

(a)

.....................

102,555

$

19,068,051

Boeing

Co.

(The)

(a)

........................

649,593

155,155,288

HEICO

Corp.

(b)

..........................

28,351

4,989,209

Howmet

Aerospace,

Inc.

....................

372,163

19,032,416

TransDigm

Group,

Inc.

.....................

63,470

57,105,228

255,350,192

a

Air

Freight

&

Logistics

 — 0.9%

Expeditors

International

of

Washington,

Inc.

.......

128,482

16,355,759

FedEx

Corp.

............................

254,678

68,750,326

85,106,085

a

Automobile

Components

 — 0.1%

BorgWarner,

Inc.

.........................

247,779

11,521,723

a

Banks

 — 0.2%

First

Citizens

BancShares,

Inc.,

Class

A

..........

10,773

15,419,395

a

Beverages

 — 2.5%

Molson

Coors

Beverage

Co.,

Class

B

...........

142,302

9,928,411

Monster

Beverage

Corp.

(a)

...................

943,476

54,240,435

PepsiCo,

Inc.

...........................

883,683

165,655,215

229,824,061

a

Biotechnology

 — 4.1%

Alnylam

Pharmaceuticals,

Inc.

(a)(b)

..............

90,030

17,591,862

Biogen,

Inc.

(a)

...........................

123,853

33,463,842

Exact

Sciences

Corp.

(a)(b)

....................

210,235

20,506,322

Gilead

Sciences,

Inc.

......................

1,285,265

97,860,077

Horizon

Therapeutics

PLC

(a)

.................

286,647

28,742,095

Regeneron

Pharmaceuticals,

Inc.

(a)(b)

............

78,385

58,154,615

Seagen,

Inc.

(a)

...........................

211,175

40,499,142

Vertex

Pharmaceuticals,

Inc.

(a)

................

216,912

76,426,774

373,244,729

a

Broadline

Retail

 — 0.6%

MercadoLibre,

Inc.

(a)(b)

......................

42,352

52,433,894

a

Building

Products

 — 1.2%

A

O

Smith

Corp.

.........................

117,175

8,510,420

Builders

FirstSource,

Inc.

(a)(b)

.................

189,789

27,411,225

Lennox

International,

Inc.

...................

33,232

12,210,766

Owens

Corning

..........................

80,646

11,289,634

Trane

Technologies

PLC

....................

232,548

46,379,373

105,801,418

a

Capital

Markets

 — 0.4%

Ares

Management

Corp.,

Class

A

..............

145,269

14,413,590

Cboe

Global

Markets,

Inc.

...................

100,934

14,098,461

MarketAxess

Holdings,

Inc.

..................

36,802

9,907,835

38,419,886

a

Chemicals

 — 3.0%

Air

Products

and

Chemicals,

Inc.

..............

225,601

68,882,753

Linde

PLC

.............................

516,250

201,683,388

270,566,141

a

Commercial

Services

&

Supplies

 — 0.7%

Copart,

Inc.

(a)

...........................

650,805

57,524,654

Rollins,

Inc.

.............................

171,076

6,985,033

64,509,687

a

Security

Shares

Value

a

Communications

Equipment

 — 1.1%

Arista

Networks,

Inc.

(a)(b)

....................

289,735

$

44,935,001

Motorola

Solutions,

Inc.

....................

193,311

55,408,732

100,343,733

a

Construction

&

Engineering

 — 0.4%

Quanta

Services,

Inc.

......................

166,738

33,617,715

a

Distributors

 — 0.2%

Genuine

Parts

Co.

........................

94,529

14,720,056

a

Electric

Utilities

 — 0.6%

Edison

International

.......................

330,568

23,787,673

PG&E

Corp.

(a)

...........................

1,727,473

30,420,800

54,208,473

a

Electrical

Equipment

 — 0.2%

Hubbell,

Inc.

............................

56,748

17,705,376

a

Entertainment

 — 2.5%

Liberty

Media

Corp.-Liberty

Formula

One,

Series

C,

NVS

(a)

...............................

187,820

13,635,732

Netflix,

Inc.

(a)

............................

494,976

217,279,615

230,915,347

a

Financial

Services

 — 0.9%

Fiserv,

Inc.

(a)

............................

636,060

80,277,133

a

Food

Products

 — 2.5%

General

Mills,

Inc.

........................

567,407

42,407,999

Hershey

Co.

(The)

........................

154,983

35,849,118

Lamb

Weston

Holdings,

Inc.

.................

217,838

22,574,552

Mondelez

International,

Inc.,

Class

A

............

1,738,850

128,900,950

229,732,619

a

Ground

Transportation

 — 0.1%

Knight-Swift

Transportation

Holdings,

Inc.,

Class

A

..

141,236

8,580,087

a

Health

Care

Equipment

&

Supplies

 — 5.2%

Align

Technology,

Inc.

(a)

.....................

78,563

29,688,172

Boston

Scientific

Corp.

(a)

....................

1,500,643

77,808,339

Cooper

Companies,

Inc.

(The)

(b)

...............

50,485

19,752,761

Dentsply

Sirona,

Inc.

......................

191,841

7,965,238

Hologic,

Inc.

(a)

...........................

258,009

20,491,075

IDEXX

Laboratories,

Inc.

(a)

...................

84,732

47,003,382

Insulet

Corp.

(a)

...........................

65,221

18,049,912

Intuitive

Surgical,

Inc.

(a)(b)

....................

329,679

106,947,868

Masimo

Corp.

(a)

..........................

68,436

8,369,723

Stryker

Corp.

...........................

396,819

112,462,473

Zimmer

Biomet

Holdings,

Inc.

................

190,822

26,362,059

474,901,002

a

Health

Care

Providers

&

Services

 — 1.1%

Cardinal

Health,

Inc.

.......................

258,219

23,619,292

HCA

Healthcare,

Inc.

......................

239,187

65,252,605

Universal

Health

Services,

Inc.,

Class

B

.........

61,384

8,529,921

97,401,818

a

Hotels,

Restaurants

&

Leisure

 — 7.3%

Booking

Holdings,

Inc.

(a)(b)

...................

42,453

126,119,372

Chipotle

Mexican

Grill,

Inc.

(a)

.................

37,255

73,104,742

Las

Vegas

Sands

Corp.

(a)

...................

606,478

36,273,449

McDonald's

Corp.

........................

630,315

184,808,358

Starbucks

Corp.

..........................

1,840,562

186,945,882

Wynn

Resorts

Ltd.

........................

162,515

17,710,885

Yum!

Brands,

Inc.

........................

309,288

42,579,679

667,542,367

a

iShares

®

MSCI

USA

Momentum

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2023

(Percentages

shown

are

based

on

Net

Assets)

15

Schedule

of

Investments

Security

Shares

Value

a

Household

Durables

 — 1.8%

DR

Horton,

Inc.

..........................

483,707

$

61,440,463

Lennar

Corp.,

Class

A

(b)

....................

344,561

43,700,672

NVR,

Inc.

(a)

.............................

4,358

27,483,466

PulteGroup,

Inc.

(b)

........................

395,668

33,390,422

166,015,023

a

Household

Products

 — 0.2%

Church

&

Dwight

Co.,

Inc.

...................

238,450

22,812,511

a

Industrial

Conglomerates

 — 2.4%

General

Electric

Co.

(b)

......................

1,923,368

219,725,560

a

Insurance

 — 2.2%

Aflac,

Inc.

..............................

446,812

32,322,380

Arch

Capital

Group

Ltd.

(a)

...................

562,734

43,718,805

Arthur

J

Gallagher

&

Co.

....................

199,919

42,942,601

Everest

Group

Ltd.

........................

45,095

16,257,198

Progressive

Corp.

(The)

....................

507,214

63,898,820

199,139,804

a

Interactive

Media

&

Services

 — 6.0%

Meta

Platforms,

Inc.,

Class

A

(a)

................

1,702,351

542,369,029

a

IT

Services

 — 0.2%

VeriSign,

Inc.

(a)

..........................

81,642

17,222,380

a

Life

Sciences

Tools

&

Services

 — 0.4%

West

Pharmaceutical

Services,

Inc.

............

95,318

35,080,837

a

Machinery

 — 2.5%

Graco,

Inc.

.............................

166,763

13,229,309

Illinois

Tool

Works,

Inc.

.....................

284,114

74,812,899

Ingersoll

Rand,

Inc.

.......................

361,844

23,617,558

Otis

Worldwide

Corp.

......................

413,789

37,638,247

PACCAR,

Inc.

...........................

584,295

50,325,328

Pentair

PLC

............................

175,592

12,203,644

Snap-on,

Inc.

...........................

49,013

13,353,102

225,180,087

a

Media

 — 2.1%

Comcast

Corp.,

Class

A

....................

3,955,742

179,036,883

Omnicom

Group,

Inc.

......................

197,734

16,732,251

195,769,134

a

Metals

&

Mining

 — 0.3%

Reliance

Steel

&

Aluminum

Co.

...............

58,859

17,237,447

Steel

Dynamics,

Inc.

.......................

110,520

11,779,221

29,016,668

a

Multi-Utilities

 — 0.2%

Consolidated

Edison,

Inc.

...................

235,425

22,332,415

a

Oil,

Gas

&

Consumable

Fuels

 — 5.1%

Exxon

Mobil

Corp.

........................

3,535,820

379,181,337

Hess

Corp.

.............................

207,196

31,437,849

Marathon

Petroleum

Corp.

..................

373,815

49,724,871

460,344,057

a

Pharmaceuticals

 — 7.1%

Eli

Lilly

&

Co.

...........................

762,157

346,438,464

Merck

&

Co.,

Inc.

.........................

2,777,972

296,270,714

642,709,178

a

Semiconductors

&

Semiconductor

Equipment

 — 15.5%

Advanced

Micro

Devices,

Inc.

(a)

...............

1,462,984

167,365,370

Analog

Devices,

Inc.

.......................

499,572

99,679,601

Broadcom,

Inc.

..........................

450,153

404,529,994

Security

Shares

Value

a

Semiconductors

&

Semiconductor

Equipment

(continued)

First

Solar,

Inc.

(a)(b)

........................

166,346

$

34,500,160

Lattice

Semiconductor

Corp.

(a)

................

213,057

19,375,404

Monolithic

Power

Systems,

Inc.

...............

41,953

23,472,284

NVIDIA

Corp.

...........................

1,337,536

625,017,197

ON

Semiconductor

Corp.

(a)(b)

.................

377,179

40,641,037

1,414,581,047

a

Software

 — 9.9%

ANSYS,

Inc.

(a)

...........................

96,255

32,928,836

Cadence

Design

Systems,

Inc.

(a)

..............

367,812

86,071,686

Fair

Isaac

Corp.

(a)

.........................

44,338

37,153,914

HubSpot,

Inc.

(a)

..........................

39,480

22,920,114

Microsoft

Corp.

..........................

1,313,578

441,257,122

Oracle

Corp.

............................

1,794,328

210,349,071

Synopsys,

Inc.

(a)

.........................

163,535

73,885,113

904,565,856

a

Specialty

Retail

 — 2.6%

AutoZone,

Inc.

(a)

.........................

16,891

41,918,732

Dick's

Sporting

Goods,

Inc.

..................

68,729

9,690,789

O'Reilly

Automotive,

Inc.

(a)

...................

75,982

70,343,376

TJX

Companies,

Inc.

(The)

..................

996,144

86,196,340

Ulta

Beauty,

Inc.

(a)

........................

57,977

25,788,170

233,937,407

a

Textiles,

Apparel

&

Luxury

Goods

 — 1.6%

Deckers

Outdoor

Corp.

(a)

....................

42,423

23,064,961

Nike,

Inc.,

Class

B

........................

1,139,040

125,738,625

148,803,586

a

Trading

Companies

&

Distributors

 — 1.0%

Ferguson

PLC

...........................

236,372

38,202,443

Watsco,

Inc.

............................

38,710

14,639,735

WW

Grainger,

Inc.

........................

53,643

39,614,819

92,456,997

a

Total

Long-Term

Investments — 99.7%

(Cost:

$8,154,124,330)

...............................

9,084,204,513

a

Short-Term

Securities

Money

Market

Funds

 — 

1.3%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares,

5.42%

(c)(d)(e)

......................

91,361,376

91,379,648

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

5.22%

(c)(d)

............................

27,659,226

27,659,226

a

Total

Short-Term

Securities — 1.3%

(Cost:

$119,041,670)

................................

119,038,874

Total

Investments

—

101.0%

(Cost:

$8,273,166,000)

...............................

9,203,243,387

Liabilities

in

Excess

of

Other

Assets

—

(1.0)%

...............

(89,645,832)

Net

Assets

—

100.0%

.................................

$

9,113,597,555

(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,

2023

iShares

®

MSCI

USA

Momentum

Factor

ETF

16

2023

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,

2023,

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,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

  Shares

Held

at

07/31/23

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

96,853,224

‌

$

—

‌

$

(5,468,621

)

(a)

$

12,038

‌

$

(16,993

)

$

91,379,648

‌

91,361,376

‌

$

159,689

(b)

$

—

‌

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

......

26,127,531

‌

1,531,695

(a)

—

‌

—

‌

—

‌

27,659,226

‌

27,659,226

‌

815,749

‌

14

‌

$

12,038

‌

$

(16,993

)

$

119,038,874

‌

$

975,438

‌

$

14

‌

(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

E-Mini

S&P

500

Index

...................................................................

122

09/15/23

$

28,148

$

1,505,299

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)

.............

$

—

$

—

$

1,505,299

$

—

$

—

$

—

$

1,505,299

(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

.................................

$

—

$

—

$

3,194,371

$

—

$

—

$

—

$

3,194,371

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

contracts

.................................

$

—

$

—

$

(1,028,329

)

$

—

$

—

$

—

$

(1,028,329

)

iShares

®

MSCI

USA

Momentum

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2023

17

Schedule

of

Investments

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

For

more

information

about

the

Fund’s

investment

risks

regarding

derivative

financial

instruments,

refer

to

the

Notes

to

Financial

Statements. 

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

...................................................................................

$

24,630,888

a

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Common

Stocks

.........................................

$

9,084,204,513

‌

$

—

‌

$

—

‌

$

9,084,204,513

‌

Short-Term

Securities

Money

Market

Funds

......................................

119,038,874

‌

—

‌

—

‌

119,038,874

‌

$

9,203,243,387

‌

$

—

‌

$

—

‌

$

9,203,243,387

‌

Derivative

Financial

Instruments

(a)

Assets

Equity

Contracts

...........................................

$

1,505,299

‌

$

—

‌

$

—

‌

$

1,505,299

‌

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,

2023

iShares

®

MSCI

USA

Quality

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

18

2023

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Common

Stocks

Aerospace

&

Defense

 — 1.4%

Lockheed

Martin

Corp.

.....................

964,771

$

430,644,831

a

Air

Freight

&

Logistics

 — 0.4%

CH

Robinson

Worldwide,

Inc.

................

427,483

42,825,247

Expeditors

International

of

Washington,

Inc.

(a)

......

557,448

70,963,130

113,788,377

a

Beverages

 — 3.9%

Brown-Forman

Corp.,

Class

B,

NVS

............

515,276

36,378,485

Coca-Cola

Co.

(The)

......................

8,145,519

504,451,992

Monster

Beverage

Corp.

(b)

...................

1,485,794

85,418,297

PepsiCo,

Inc.

...........................

3,196,689

599,251,320

1,225,500,094

a

Biotechnology

 — 1.8%

AbbVie,

Inc.

............................

2,271,524

339,774,560

Regeneron

Pharmaceuticals,

Inc.

(a)(b)

............

131,460

97,531,489

Vertex

Pharmaceuticals,

Inc.

(b)

................

345,624

121,777,160

559,083,209

a

Building

Products

 — 0.2%

Builders

FirstSource,

Inc.

(a)(b)

.................

439,428

63,466,586

a

Capital

Markets

 — 2.3%

Ameriprise

Financial,

Inc.

...................

402,931

140,401,307

BlackRock,

Inc.

(c)

.........................

364,482

269,297,526

LPL

Financial

Holdings,

Inc.

..................

218,421

50,097,040

MarketAxess

Holdings,

Inc.

..................

107,819

29,027,031

Moody's

Corp.

...........................

404,717

142,763,922

SEI

Investments

Co.

.......................

336,005

21,164,955

T

Rowe

Price

Group,

Inc.

...................

577,185

71,143,823

723,895,604

a

Chemicals

 — 0.9%

CF

Industries

Holdings,

Inc.

..................

1,889,947

155,126,850

FMC

Corp.

.............................

640,092

61,596,053

Mosaic

Co.

(The)

.........................

1,676,869

68,349,180

285,072,083

a

Commercial

Services

&

Supplies

 — 0.8%

Cintas

Corp.

............................

256,226

128,635,701

Copart,

Inc.

(a)(b)

..........................

1,121,974

99,171,282

Rollins,

Inc.

.............................

714,762

29,183,732

256,990,715

a

Communications

Equipment

 — 1.8%

Arista

Networks,

Inc.

(a)(b)

....................

579,336

89,849,220

Cisco

Systems,

Inc.

.......................

9,050,208

470,972,825

560,822,045

a

Consumer

Staples

Distribution

&

Retail

 — 1.7%

Costco

Wholesale

Corp.

....................

945,844

530,306,355

a

Containers

&

Packaging

 — 0.5%

Avery

Dennison

Corp.

......................

415,522

76,460,203

Packaging

Corp.

of

America

.................

482,686

74,019,898

150,480,101

a

Distributors

 — 0.4%

Pool

Corp.

.............................

295,073

113,526,386

a

Electronic

Equipment,

Instruments

&

Components

 — 0.7%

Amphenol

Corp.,

Class

A

...................

1,176,896

103,931,686

CDW

Corp.

.............................

274,262

51,306,192

Security

Shares

Value

a

Electronic

Equipment,

Instruments

&

Components

(continued)

Keysight

Technologies,

Inc.

(b)

.................

366,612

$

59,053,861

214,291,739

a

Entertainment

 — 0.6%

Activision

Blizzard,

Inc.

(b)

....................

1,223,180

113,462,177

Electronic

Arts,

Inc.

(a)

......................

485,795

66,238,148

179,700,325

a

Financial

Services

 — 8.3%

Jack

Henry

&

Associates,

Inc.

................

213,253

35,734,805

Mastercard,

Inc.,

Class

A

....................

3,052,058

1,203,365,428

Visa,

Inc.,

Class

A

........................

5,898,952

1,402,357,859

2,641,458,092

a

Food

Products

 — 0.5%

Archer-Daniels-Midland

Co.

..................

885,557

75,236,923

Hershey

Co.

(The)

........................

360,929

83,486,487

158,723,410

a

Gas

Utilities

 — 2.5%

Atmos

Energy

Corp.

.......................

6,494,371

790,429,894

a

Ground

Transportation

 — 0.5%

Old

Dominion

Freight

Line,

Inc.

(a)

..............

355,097

148,959,641

a

Health

Care

Equipment

&

Supplies

 — 1.4%

Abbott

Laboratories

.......................

2,118,087

235,806,626

Edwards

Lifesciences

Corp.

(a)(b)

...............

942,175

77,324,302

IDEXX

Laboratories,

Inc.

(a)(b)

.................

153,983

85,418,990

ResMed,

Inc.

...........................

193,001

42,913,772

441,463,690

a

Health

Care

Providers

&

Services

 — 2.0%

Henry

Schein,

Inc.

(a)(b)

......................

158,219

12,466,075

Molina

Healthcare,

Inc.

(a)(b)

...................

83,572

25,446,838

UnitedHealth

Group,

Inc.

....................

1,204,857

610,103,439

648,016,352

a

Health

Care

Technology

 — 0.1%

Veeva

Systems,

Inc.,

Class

A

(a)(b)

..............

184,014

37,579,339

a

Hotels,

Restaurants

&

Leisure

 — 1.0%

Chipotle

Mexican

Grill,

Inc.

(a)(b)

................

157,336

308,737,286

a

Household

Durables

 — 2.5%

DR

Horton,

Inc.

..........................

1,928,623

244,973,693

Garmin

Ltd.

.............................

869,912

92,114,982

Lennar

Corp.,

Class

A

(a)

....................

1,426,975

180,983,239

NVR,

Inc.

(b)

.............................

25,512

160,889,897

PulteGroup,

Inc.

.........................

1,429,673

120,650,105

799,611,916

a

Household

Products

 — 0.1%

Church

&

Dwight

Co.,

Inc.

...................

361,362

34,571,503

a

Industrial

Conglomerates

 — 0.6%

3M

Co.

................................

1,669,118

186,106,657

a

Industrial

REITs

 — 0.8%

Prologis,

Inc.

............................

2,068,413

258,034,522

a

Insurance

 — 1.1%

American

Financial

Group,

Inc.

...............

178,234

21,675,037

Erie

Indemnity

Co.,

Class

A,

NVS

..............

72,600

16,114,296

Fidelity

National

Financial,

Inc.

................

590,455

23,128,122

Marsh

&

McLennan

Companies,

Inc.

............

1,264,287

238,216,957

iShares

®

MSCI

USA

Quality

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2023

(Percentages

shown

are

based

on

Net

Assets)

19

Schedule

of

Investments

Security

Shares

Value

a

Insurance

(continued)

Principal

Financial

Group,

Inc.

................

661,966

$

52,871,224

352,005,636

a

Interactive

Media

&

Services

 — 8.4%

Alphabet,

Inc.,

Class

A

(a)(b)

...................

4,874,431

646,934,482

Alphabet,

Inc.,

Class

C,

NVS

(b)

................

4,395,856

585,132,392

Meta

Platforms,

Inc.,

Class

A

(b)

................

4,441,916

1,415,194,438

2,647,261,312

a

IT

Services

 — 1.5%

Accenture

PLC,

Class

A

....................

1,506,359

476,536,670

a

Life

Sciences

Tools

&

Services

 — 0.3%

Agilent

Technologies,

Inc.

...................

387,048

47,130,835

Waters

Corp.

(a)(b)

.........................

91,814

25,359,945

West

Pharmaceutical

Services,

Inc.

............

101,452

37,338,394

109,829,174

a

Machinery

 — 1.0%

Graco,

Inc.

.............................

483,926

38,389,850

Illinois

Tool

Works,

Inc.

.....................

1,103,582

290,595,212

328,985,062

a

Media

 — 0.2%

Interpublic

Group

of

Companies,

Inc.

(The)

.......

708,265

24,243,911

Omnicom

Group,

Inc.

......................

388,848

32,904,318

57,148,229

a

Metals

&

Mining

 — 1.3%

Nucor

Corp.

............................

1,254,864

215,949,546

Reliance

Steel

&

Aluminum

Co.

...............

305,143

89,364,179

Steel

Dynamics,

Inc.

.......................

912,573

97,262,030

402,575,755

a

Oil,

Gas

&

Consumable

Fuels

 — 4.3%

ConocoPhillips

..........................

7,662,804

902,065,287

Coterra

Energy,

Inc.

.......................

4,587,458

126,338,593

Devon

Energy

Corp.

.......................

3,961,817

213,938,118

HF

Sinclair

Corp.

.........................

773,810

40,307,763

Texas

Pacific

Land

Corp.

....................

62,515

94,166,345

1,376,816,106

a

Personal

Care

Products

 — 0.2%

Estee

Lauder

Companies,

Inc.

(The),

Class

A

......

372,229

67,001,220

a

Pharmaceuticals

 — 7.1%

Eli

Lilly

&

Co.

...........................

1,714,708

779,420,521

Johnson

&

Johnson

.......................

3,730,412

624,955,922

Merck

&

Co.,

Inc.

.........................

4,049,398

431,868,297

Pfizer,

Inc.

.............................

8,152,517

293,979,763

Zoetis,

Inc.,

Class

A

(a)

......................

668,828

125,799,859

2,256,024,362

a

Professional

Services

 — 2.7%

Automatic

Data

Processing,

Inc.

...............

2,112,153

522,250,951

Paychex,

Inc.

...........................

1,279,361

160,521,425

Paycom

Software,

Inc.

(a)

....................

145,773

53,755,251

Robert

Half,

Inc.

.........................

414,021

30,699,657

Verisk

Analytics,

Inc.

(a)

.....................

398,894

91,322,792

858,550,076

a

Real

Estate

Management

&

Development

 — 0.3%

CBRE

Group,

Inc.,

Class

A

(b)

.................

968,271

80,666,657

a

Residential

REITs

 — 0.4%

AvalonBay

Communities,

Inc.

................

284,476

53,666,397

Equity

Residential

........................

706,135

46,562,542

Security

Shares

Value

a

Residential

REITs

(continued)

Mid-America

Apartment

Communities,

Inc.

........

235,331

$

35,219,638

135,448,577

a

Semiconductors

&

Semiconductor

Equipment

 — 14.1%

Applied

Materials,

Inc.

.....................

2,257,807

342,260,963

Broadcom,

Inc.

..........................

938,710

843,571,741

Lam

Research

Corp.

......................

405,804

291,566,116

Monolithic

Power

Systems,

Inc.

(a)

..............

100,359

56,149,857

NVIDIA

Corp.

...........................

4,182,643

1,954,507,247

QUALCOMM,

Inc.

........................

3,250,674

429,641,583

Teradyne,

Inc.

...........................

351,684

39,719,191

Texas

Instruments,

Inc.

.....................

2,840,412

511,274,160

4,468,690,858

a

Software

 — 6.7%

Adobe,

Inc.

(a)(b)

...........................

1,045,308

570,915,870

Cadence

Design

Systems,

Inc.

(a)(b)

.............

633,137

148,160,390

Gen

Digital,

Inc.

..........................

1,283,871

24,971,291

Microsoft

Corp.

..........................

4,107,835

1,379,903,933

2,123,951,484

a

Specialized

REITs

 — 0.8%

Public

Storage

...........................

720,852

203,100,051

Weyerhaeuser

Co.

........................

1,905,794

64,911,344

268,011,395

a

Specialty

Retail

 — 1.5%

Best

Buy

Co.,

Inc.

........................

1,368,800

113,678,840

Dick's

Sporting

Goods,

Inc.

..................

351,984

49,629,744

Tractor

Supply

Co.

........................

687,706

154,039,267

Ulta

Beauty,

Inc.

(b)

........................

364,771

162,250,141

479,597,992

a

Technology

Hardware,

Storage

&

Peripherals

 — 4.7%

Apple,

Inc.

.............................

7,465,529

1,466,603,172

NetApp,

Inc.

............................

448,562

34,992,322

1,501,595,494

a

Textiles,

Apparel

&

Luxury

Goods

 — 4.2%

Deckers

Outdoor

Corp.

(a)(b)

...................

162,492

88,345,276

Lululemon

Athletica,

Inc.

(b)

...................

851,493

322,315,645

Nike,

Inc.,

Class

B

........................

8,189,439

904,032,171

1,314,693,092

a

Trading

Companies

&

Distributors

 — 1.2%

Fastenal

Co.

............................

1,891,913

110,885,021

Ferguson

PLC

...........................

625,359

101,070,521

Watsco,

Inc.

............................

102,340

38,703,965

WW

Grainger,

Inc.

........................

193,669

143,022,620

393,682,127

a

Total

Long-Term

Investments — 99.7%

(Cost:

$26,397,881,378)

..............................

31,560,332,030

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

MSCI

USA

Quality

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

20

2023

iShares

Annual

Report

to

Shareholders

Derivative

Financial

Instruments

Outstanding

as

of

Period

End

Security

Shares

Value

a

Short-Term

Securities

Money

Market

Funds

 — 

0.8%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares,

5.42%

(c)(d)(e)

......................

190,156,647

$

190,194,678

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

5.22%

(c)(d)

............................

55,278,792

55,278,792

a

Total

Short-Term

Securities — 0.8%

(Cost:

$245,438,035)

................................

245,473,470

Total

Investments

—

100.5%

(Cost:

$26,643,319,413)

..............................

31,805,805,500

Liabilities

in

Excess

of

Other

Assets

—

(0.5)%

...............

(171,037,291)

Net

Assets

—

100.0%

.................................

$

31,634,768,209

(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,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

  Shares

Held

at

07/31/23

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

234,874,715

$

—

$

(44,736,384

)

(a)

$

76,062

$

(19,715

)

$

190,194,678

190,156,647

$

833,914

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

60,070,750

—

(4,791,958

)

(a)

—

—

55,278,792

55,278,792

1,581,856

21

BlackRock,

Inc.

..

—

680,741,364

(410,981,614

)

(29,643,487

)

29,181,263

269,297,526

364,482

7,959,618

—

$

(29,567,425

)

$

29,161,548

$

514,770,996

$

10,375,388

$

21

(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

E-Mini

S&P

500

Index

...................................................................

298

09/15/23

$

68,756

$

3,341,585

iShares

®

MSCI

USA

Quality

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2023

21

Schedule

of

Investments

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,

2023,

the

effect

of

derivative

financial

instruments

in

the

Statements

of

Operations

was

as

follows:

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

For

more

information

about

the

Fund’s

investment

risks

regarding

derivative

financial

instruments,

refer

to

the

Notes

to

Financial

Statements. 

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)

.............

$

—

$

—

$

3,341,585

$

—

$

—

$

—

$

3,341,585

(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

..................................

$

—

$

—

$

2,833,357

$

—

$

—

$

—

$

2,833,357

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

contracts

..................................

$

—

$

—

$

337,619

$

—

$

—

$

—

$

337,619

Futures

contracts

Average

notional

value

of

contracts

—

long

...................................................................................

$

50,553,138

a

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Common

Stocks

.........................................

$

31,560,332,030

‌

$

—

‌

$

—

‌

$

31,560,332,030

‌

Short-Term

Securities

Money

Market

Funds

......................................

245,473,470

‌

—

‌

—

‌

245,473,470

‌

$

31,805,805,500

‌

$

—

‌

$

—

‌

$

31,805,805,500

‌

Derivative

Financial

Instruments

(a)

Assets

Equity

Contracts

...........................................

$

3,341,585

‌

$

—

‌

$

—

‌

$

3,341,585

‌

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,

2023

iShares

®

MSCI

USA

Size

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

22

2023

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Common

Stocks

Aerospace

&

Defense

 — 1.8%

Axon

Enterprise,

Inc.

(a)

.....................

2,442

$

454,041

Boeing

Co.

(The)

(a)

........................

2,144

512,094

General

Dynamics

Corp.

....................

2,141

478,685

HEICO

Corp.

(b)

..........................

1,136

199,913

HEICO

Corp.,

Class

A

......................

1,924

270,034

Howmet

Aerospace,

Inc.

....................

10,578

540,959

Huntington

Ingalls

Industries,

Inc.

..............

2,457

564,299

L3Harris

Technologies,

Inc.

..................

2,513

476,188

Lockheed

Martin

Corp.

.....................

966

431,194

Northrop

Grumman

Corp.

...................

1,012

450,340

RTX

Corp.

.............................

4,530

398,323

Textron,

Inc.

............................

7,482

581,875

TransDigm

Group,

Inc.

.....................

558

502,044

5,859,989

a

Air

Freight

&

Logistics

 — 0.6%

CH

Robinson

Worldwide,

Inc.

(b)

...............

4,800

480,864

Expeditors

International

of

Washington,

Inc.

.......

4,161

529,695

FedEx

Corp.

............................

1,981

534,771

United

Parcel

Service,

Inc.,

Class

B

............

2,544

476,059

2,021,389

a

Automobile

Components

 — 0.5%

Aptiv

PLC

(a)

.............................

4,971

544,275

BorgWarner,

Inc.

.........................

10,500

488,250

Lear

Corp.

.............................

3,957

612,385

1,644,910

a

Automobiles

 — 1.0%

Ford

Motor

Co.

..........................

39,279

518,876

General

Motors

Co.

.......................

14,023

538,062

Lucid

Group,

Inc.

(a)(b)

.......................

67,172

511,179

Rivian

Automotive,

Inc.,

Class

A

(a)(b)

.............

35,820

990,065

Tesla,

Inc.

(a)(b)

...........................

2,303

615,891

3,174,073

a

Banks

 — 2.8%

Bank

of

America

Corp.

.....................

15,209

486,688

Citigroup,

Inc.

...........................

9,764

465,352

Citizens

Financial

Group,

Inc.

................

18,357

592,197

Fifth

Third

Bancorp

.......................

19,021

553,511

First

Citizens

BancShares,

Inc.,

Class

A

..........

362

518,130

First

Horizon

Corp.

........................

45,925

625,958

Huntington

Bancshares,

Inc.

.................

46,954

574,717

JPMorgan

Chase

&

Co.

....................

3,005

474,670

KeyCorp

...............................

49,619

610,810

M&T

Bank

Corp.

.........................

3,895

544,755

PNC

Financial

Services

Group,

Inc.

(The)

........

3,837

525,247

Regions

Financial

Corp.

....................

28,234

575,126

Truist

Financial

Corp.

......................

15,425

512,418

U.S.

Bancorp

...........................

15,204

603,295

Webster

Financial

Corp.

....................

13,784

652,259

Wells

Fargo

&

Co.

........................

10,923

504,206

8,819,339

a

Beverages

 — 1.0%

Brown-Forman

Corp.,

Class

B,

NVS

............

7,272

513,403

Coca-Cola

Co.

(The)

......................

6,759

418,585

Constellation

Brands,

Inc.,

Class

A

.............

1,941

529,505

Keurig

Dr

Pepper,

Inc.

.....................

14,414

490,220

Molson

Coors

Beverage

Co.,

Class

B

...........

7,659

534,368

Monster

Beverage

Corp.

(a)

...................

7,591

436,407

Security

Shares

Value

a

Beverages

(continued)

PepsiCo,

Inc.

...........................

2,217

$

415,599

3,338,087

a

Biotechnology

 — 2.2%

AbbVie,

Inc.

............................

2,934

438,868

Alnylam

Pharmaceuticals,

Inc.

(a)

...............

2,455

479,707

Amgen,

Inc.

............................

1,975

462,446

Biogen,

Inc.

(a)

...........................

1,479

399,611

BioMarin

Pharmaceutical,

Inc.

(a)

...............

5,162

453,895

Exact

Sciences

Corp.

(a)(b)

....................

5,778

563,586

Gilead

Sciences,

Inc.

......................

5,644

429,734

Horizon

Therapeutics

PLC

(a)

.................

4,679

469,163

Incyte

Corp.

(a)

...........................

7,525

479,493

Moderna,

Inc.

(a)(b)

.........................

3,600

423,576

Neurocrine

Biosciences,

Inc.

(a)

................

5,212

531,051

Regeneron

Pharmaceuticals,

Inc.

(a)

.............

586

434,759

Seagen,

Inc.

(a)

...........................

2,395

459,313

United

Therapeutics

Corp.

(a)

..................

2,212

536,897

Vertex

Pharmaceuticals,

Inc.

(a)

................

1,299

457,690

7,019,789

a

Broadline

Retail

 — 0.6%

Amazon.com,

Inc.

(a)

.......................

3,481

465,340

eBay,

Inc.

..............................

10,765

479,150

Etsy,

Inc.

(a)

.............................

5,418

550,740

MercadoLibre,

Inc.

(a)

.......................

342

423,413

1,918,643

a

Building

Products

 — 2.0%

A

O

Smith

Corp.

.........................

7,126

517,561

Allegion

PLC

............................

4,448

519,793

Builders

FirstSource,

Inc.

(a)

..................

3,949

570,354

Carlisle

Companies,

Inc.

....................

2,290

634,788

Carrier

Global

Corp.

.......................

10,809

643,676

Fortune

Brands

Innovations,

Inc.

..............

7,523

534,660

Johnson

Controls

International

PLC

............

7,221

502,220

Lennox

International,

Inc.

...................

1,692

621,708

Masco

Corp.

............................

9,167

556,254

Owens

Corning

..........................

4,431

620,296

Trane

Technologies

PLC

....................

2,643

527,120

6,248,430

a

Capital

Markets

 — 4.8%

Ameriprise

Financial,

Inc.

...................

1,530

533,129

Ares

Management

Corp.,

Class

A

..............

5,739

569,424

Bank

of

New

York

Mellon

Corp.

(The)

...........

11,290

512,114

BlackRock,

Inc.

(c)

.........................

662

489,119

Blackstone,

Inc.,

NVS

......................

5,459

572,049

Carlyle

Group,

Inc.

(The)

....................

17,892

637,850

Cboe

Global

Markets,

Inc.

...................

3,438

480,220

Charles

Schwab

Corp.

(The)

.................

8,564

566,080

CME

Group,

Inc.,

Class

A

...................

2,469

491,232

Coinbase

Global,

Inc.,

Class

A

(a)(b)

..............

8,475

835,720

FactSet

Research

Systems,

Inc.

...............

1,212

527,269

Franklin

Resources,

Inc.

....................

19,761

577,812

Goldman

Sachs

Group,

Inc.

(The)

.............

1,358

483,271

Intercontinental

Exchange,

Inc.

...............

4,169

478,601

Invesco

Ltd.

............................

32,364

543,715

KKR

&

Co.,

Inc.

..........................

9,182

545,227

LPL

Financial

Holdings,

Inc.

..................

2,408

552,299

MarketAxess

Holdings,

Inc.

..................

1,701

457,943

Moody's

Corp.

...........................

1,432

505,138

Morgan

Stanley

..........................

5,295

484,810

MSCI,

Inc.,

Class

A

.......................

983

538,763

Nasdaq,

Inc.

............................

8,415

424,873

iShares

®

MSCI

USA

Size

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2023

(Percentages

shown

are

based

on

Net

Assets)

23

Schedule

of

Investments

Security

Shares

Value

a

Capital

Markets

(continued)

Northern

Trust

Corp.

.......................

6,606

$

529,273

Raymond

James

Financial,

Inc.

...............

5,264

579,408

S&P

Global,

Inc.

.........................

1,200

473,412

SEI

Investments

Co.

.......................

8,474

533,777

State

Street

Corp.

........................

6,929

501,937

T

Rowe

Price

Group,

Inc.

...................

4,386

540,618

Tradeweb

Markets,

Inc.,

Class

A

...............

6,834

558,953

15,524,036

a

Chemicals

 — 2.9%

Air

Products

and

Chemicals,

Inc.

..............

1,625

496,161

Albemarle

Corp.

.........................

2,289

485,909

Celanese

Corp.

..........................

4,489

562,876

CF

Industries

Holdings,

Inc.

..................

7,296

598,856

Corteva,

Inc.

............................

8,096

456,857

Dow,

Inc.

..............................

8,848

499,647

DuPont

de

Nemours,

Inc.

...................

6,936

538,442

Eastman

Chemical

Co.

.....................

5,891

504,152

Ecolab,

Inc.

............................

2,607

477,446

FMC

Corp.

.............................

4,400

423,412

International

Flavors

&

Fragrances,

Inc.

..........

5,617

475,254

Linde

PLC

.............................

1,162

453,958

LyondellBasell

Industries

NV,

Class

A

...........

5,137

507,844

Mosaic

Co.

(The)

.........................

13,476

549,282

PPG

Industries,

Inc.

.......................

3,261

469,258

RPM

International,

Inc.

.....................

6,087

628,848

Sherwin-Williams

Co.

(The)

..................

1,935

535,027

Westlake

Corp.

..........................

4,104

564,300

9,227,529

a

Commercial

Services

&

Supplies

 — 0.9%

Cintas

Corp.

............................

967

485,473

Copart,

Inc.

(a)

...........................

5,214

460,866

Republic

Services,

Inc.

.....................

3,139

474,334

Rollins,

Inc.

.............................

11,475

468,524

Waste

Connections,

Inc.

....................

3,299

465,720

Waste

Management,

Inc.

....................

2,713

444,362

2,799,279

a

Communications

Equipment

 — 0.7%

Arista

Networks,

Inc.

(a)(b)

....................

3,189

494,582

Cisco

Systems,

Inc.

.......................

8,749

455,298

F5,

Inc.

(a)

..............................

3,451

546,086

Juniper

Networks,

Inc.

.....................

16,573

460,729

Motorola

Solutions,

Inc.

....................

1,536

440,264

2,396,959

a

Construction

&

Engineering

 — 0.3%

AECOM

...............................

6,098

530,526

Quanta

Services,

Inc.

......................

2,735

551,431

1,081,957

a

Construction

Materials

 — 0.3%

Martin

Marietta

Materials,

Inc.

................

1,143

510,304

Vulcan

Materials

Co.

......................

2,364

521,262

1,031,566

a

Consumer

Finance

 — 0.8%

Ally

Financial,

Inc.

........................

18,531

565,937

American

Express

Co.

.....................

2,872

485,023

Capital

One

Financial

Corp.

..................

4,692

549,058

Discover

Financial

Services

..................

4,654

491,230

Synchrony

Financial

.......................

16,092

555,817

2,647,065

a

Security

Shares

Value

a

Consumer

Staples

Distribution

&

Retail

 — 1.3%

Albertsons

Companies,

Inc.,

Class

A

............

23,948

$

520,390

Costco

Wholesale

Corp.

....................

863

483,858

Dollar

General

Corp.

......................

2,115

357,139

Dollar

Tree,

Inc.

(a)

.........................

2,896

446,939

Kroger

Co.

(The)

.........................

9,337

454,152

Sysco

Corp.

............................

6,281

479,303

Target

Corp.

............................

2,938

400,949

Walgreens

Boots

Alliance,

Inc.

................

14,877

445,864

Walmart,

Inc.

............................

2,795

446,809

4,035,403

a

Containers

&

Packaging

 — 1.3%

Amcor

PLC

.............................

46,936

481,563

Avery

Dennison

Corp.

......................

2,821

519,092

Ball

Corp.

..............................

8,718

511,660

Crown

Holdings,

Inc.

......................

5,958

552,664

International

Paper

Co.

.....................

15,119

545,191

Packaging

Corp.

of

America

.................

3,750

575,063

Sealed

Air

Corp.

.........................

11,718

534,575

Westrock

Co.

...........................

17,855

594,393

4,314,201

a

Distributors

 — 0.5%

Genuine

Parts

Co.

........................

2,843

442,712

LKQ

Corp.

.............................

8,554

468,674

Pool

Corp.

.............................

1,396

537,097

1,448,483

a

Diversified

REITs

 — 0.1%

WP

Carey,

Inc.

..........................

6,993

472,237

a

Diversified

Telecommunication

Services

 — 0.4%

AT&T,

Inc.

..............................

27,084

393,259

Liberty

Global

PLC,

Class

A

(a)

................

10,865

201,763

Liberty

Global

PLC,

Class

C,

NVS

(a)

............

17,138

338,647

Verizon

Communications,

Inc.

................

12,046

410,528

1,344,197

a

Electric

Utilities

 — 2.4%

Alliant

Energy

Corp.

.......................

9,176

493,118

American

Electric

Power

Co.,

Inc.

..............

5,268

446,410

Constellation

Energy

Corp.

..................

5,692

550,132

Duke

Energy

Corp.

.......................

4,835

452,653

Edison

International

.......................

6,871

494,437

Entergy

Corp.

...........................

4,674

480,020

Evergy,

Inc.

.............................

8,134

487,796

Eversource

Energy

.......................

6,419

464,286

Exelon

Corp.

............................

11,571

484,362

FirstEnergy

Corp.

........................

12,438

489,933

NextEra

Energy,

Inc.

......................

5,829

427,266

NRG

Energy,

Inc.

.........................

14,743

560,086

PG&E

Corp.

(a)

...........................

27,789

489,364

PPL

Corp.

.............................

17,417

479,490

Southern

Co.

(The)

.......................

6,244

451,691

Xcel

Energy,

Inc.

.........................

6,975

437,542

7,688,586

a

Electrical

Equipment

 — 1.2%

AMETEK,

Inc.

...........................

3,125

495,625

Eaton

Corp.

PLC

.........................

2,571

527,878

Emerson

Electric

Co.

......................

5,516

503,886

Generac

Holdings,

Inc.

(a)(b)

...................

4,348

668,288

Hubbell,

Inc.

............................

1,714

534,768

Rockwell

Automation,

Inc.

...................

1,652

555,551

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

MSCI

USA

Size

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

24

2023

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Electrical

Equipment

(continued)

Sensata

Technologies

Holding

PLC

............

12,016

$

507,676

3,793,672

a

Electronic

Equipment,

Instruments

&

Components

 — 1.6%

Amphenol

Corp.,

Class

A

...................

6,012

530,920

Arrow

Electronics,

Inc.

(a)

....................

4,021

573,153

CDW

Corp.

.............................

2,713

507,521

Cognex

Corp.

...........................

9,203

502,668

Corning,

Inc.

............................

14,874

504,823

Keysight

Technologies,

Inc.

(a)

.................

2,957

476,314

TE

Connectivity

Ltd.

.......................

3,720

533,783

Teledyne

Technologies,

Inc.

(a)

.................

1,141

438,749

Trimble,

Inc.

(a)

...........................

10,123

544,617

Zebra

Technologies

Corp.,

Class

A

(a)

............

1,703

524,456

5,137,004

a

Energy

Equipment

&

Services

 — 0.6%

Baker

Hughes

Co.,

Class

A

..................

16,491

590,213

Halliburton

Co.

..........................

15,512

606,209

Schlumberger

Ltd.

........................

9,982

582,350

1,778,772

a

Entertainment

 — 1.7%

Activision

Blizzard,

Inc.

(a)

....................

5,727

531,236

Electronic

Arts,

Inc.

.......................

3,689

502,995

Liberty

Media

Corp.-Liberty

Formula

One,

Series

C,

NVS

(a)

...............................

6,475

470,085

Live

Nation

Entertainment,

Inc.

(a)

..............

5,569

488,680

Netflix,

Inc.

(a)

............................

1,192

523,252

ROBLOX

Corp.,

Class

A

(a)

...................

11,725

460,206

Roku,

Inc.,

Class

A

(a)

......................

9,388

903,783

Take-Two

Interactive

Software,

Inc.

(a)(b)

..........

3,407

521,067

Walt

Disney

Co.

(The)

(a)

....................

4,738

421,161

Warner

Bros

Discovery,

Inc.,

Series

A

(a)

..........

37,975

496,333

5,318,798

a

Financial

Services

 — 2.1%

Apollo

Global

Management,

Inc.

...............

7,242

591,744

Berkshire

Hathaway,

Inc.,

Class

B

(a)

............

1,239

436,078

Block,

Inc.,

Class

A

(a)

......................

7,888

635,221

Equitable

Holdings,

Inc.

....................

20,027

574,575

Fidelity

National

Information

Services,

Inc.

........

8,162

492,822

Fiserv,

Inc.

(a)

............................

3,735

471,394

FleetCor

Technologies,

Inc.

(a)

.................

2,030

505,287

Global

Payments,

Inc.

(b)

....................

4,563

503,071

Jack

Henry

&

Associates,

Inc.

................

3,250

544,602

Mastercard,

Inc.,

Class

A

....................

1,088

428,977

PayPal

Holdings,

Inc.

(a)

.....................

7,398

560,916

Toast,

Inc.,

Class

A

(a)

......................

23,231

512,708

Visa,

Inc.,

Class

A

........................

1,794

426,488

6,683,883

a

Food

Products

 — 2.2%

Archer-Daniels-Midland

Co.

..................

6,256

531,510

Bunge

Ltd.

.............................

5,332

579,428

Campbell

Soup

Co.

.......................

9,036

414,030

Conagra

Brands,

Inc.

......................

13,278

435,651

Darling

Ingredients,

Inc.

(a)(b)

..................

7,479

517,921

General

Mills,

Inc.

........................

5,172

386,555

Hershey

Co.

(The)

........................

1,700

393,227

Hormel

Foods

Corp.

.......................

11,946

488,352

J

M

Smucker

Co.

(The)

.....................

3,152

474,849

Kellogg

Co.

.............................

6,798

454,718

Kraft

Heinz

Co.

(The)

......................

11,637

421,027

Lamb

Weston

Holdings,

Inc.

.................

4,177

432,863

McCormick

&

Co.,

Inc.,

NVS

.................

5,263

470,933

Security

Shares

Value

a

Food

Products

(continued)

Mondelez

International,

Inc.,

Class

A

............

5,716

$

423,727

Tyson

Foods,

Inc.,

Class

A

..................

9,538

531,457

6,956,248

a

Gas

Utilities

 — 0.3%

Atmos

Energy

Corp.

.......................

4,075

495,968

UGI

Corp.

..............................

17,847

481,691

977,659

a

Ground

Transportation

 — 1.3%

CSX

Corp.

.............................

13,886

462,681

JB

Hunt

Transport

Services,

Inc.

..............

2,830

577,150

Knight-Swift

Transportation

Holdings,

Inc.,

Class

A

..

8,981

545,596

Norfolk

Southern

Corp.

.....................

2,086

487,269

Old

Dominion

Freight

Line,

Inc.

...............

1,538

645,176

Uber

Technologies,

Inc.

(a)

...................

11,373

562,509

U-Haul

Holding

Co.,

Series

N,

NVS

.............

8,629

493,665

Union

Pacific

Corp.

.......................

2,202

510,908

4,284,954

a

Health

Care

Equipment

&

Supplies

 — 3.1%

Abbott

Laboratories

.......................

3,982

443,316

Align

Technology,

Inc.

(a)

.....................

1,613

609,536

Baxter

International,

Inc.

....................

10,926

494,183

Becton

Dickinson

&

Co.

....................

1,776

494,829

Boston

Scientific

Corp.

(a)

....................

8,375

434,244

Cooper

Companies,

Inc.

(The)

................

1,224

478,902

Dentsply

Sirona,

Inc.

......................

12,165

505,091

Dexcom,

Inc.

(a)

..........................

3,912

487,279

Edwards

Lifesciences

Corp.

(a)

................

5,183

425,369

GE

HealthCare

Technologies,

Inc.

.............

5,796

452,088

Hologic,

Inc.

(a)

...........................

5,827

462,780

IDEXX

Laboratories,

Inc.

(a)

...................

944

523,665

Insulet

Corp.

(a)

...........................

1,563

432,560

Intuitive

Surgical,

Inc.

(a)

.....................

1,403

455,133

Masimo

Corp.

(a)

..........................

2,990

365,677

Medtronic

PLC

..........................

4,909

430,814

Novocure

Ltd.

(a)

..........................

6,161

201,095

ResMed,

Inc.

...........................

2,057

457,374

STERIS

PLC

............................

2,289

516,284

Stryker

Corp.

...........................

1,542

437,018

Teleflex,

Inc.

............................

1,993

500,582

Zimmer

Biomet

Holdings,

Inc.

................

3,464

478,552

10,086,371

a

Health

Care

Providers

&

Services

 — 2.4%

AmerisourceBergen

Corp.

...................

2,655

496,220

Cardinal

Health,

Inc.

.......................

5,496

502,719

Centene

Corp.

(a)

.........................

7,032

478,809

Cigna

Group

(The)

........................

1,749

516,130

CVS

Health

Corp.

........................

6,436

480,705

DaVita,

Inc.

(a)

............................

4,859

495,569

Elevance

Health,

Inc.

......................

962

453,708

HCA

Healthcare,

Inc.

......................

1,589

433,495

Henry

Schein,

Inc.

(a)(b)

......................

6,312

497,322

Humana,

Inc.

...........................

875

399,726

Laboratory

Corp.

of

America

Holdings

...........

2,191

468,721

McKesson

Corp.

.........................

1,137

457,529

Molina

Healthcare,

Inc.

(a)

....................

1,676

510,325

Quest

Diagnostics,

Inc.

.....................

3,655

494,193

UnitedHealth

Group,

Inc.

....................

871

441,048

Universal

Health

Services,

Inc.,

Class

B

.........

3,634

504,981

7,631,200

a

iShares

®

MSCI

USA

Size

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2023

(Percentages

shown

are

based

on

Net

Assets)

25

Schedule

of

Investments

Security

Shares

Value

a

Health

Care

REITs

 — 0.6%

Healthcare

Realty

Trust,

Inc.,

Class

A

...........

26,135

$

510,417

Healthpeak

Properties,

Inc.

..................

24,295

530,360

Ventas,

Inc.

............................

10,639

516,204

Welltower,

Inc.

...........................

5,995

492,489

2,049,470

a

Health

Care

Technology

 — 0.2%

Veeva

Systems,

Inc.,

Class

A

(a)

...............

2,832

578,351

a

Hotel

&

Resort

REITs

 — 0.2%

Host

Hotels

&

Resorts,

Inc.

..................

28,186

518,622

a

Hotels,

Restaurants

&

Leisure

 — 3.5%

Airbnb,

Inc.,

Class

A

(a)(b)

.....................

4,167

634,176

Aramark

...............................

12,330

497,762

Booking

Holdings,

Inc.

(a)

....................

160

475,328

Caesars

Entertainment,

Inc.

(a)

................

11,110

655,712

Carnival

Corp.

(a)(b)

.........................

44,125

831,315

Chipotle

Mexican

Grill,

Inc.

(a)

.................

217

425,815

Darden

Restaurants,

Inc.

...................

2,924

493,922

Domino's

Pizza,

Inc.

.......................

1,557

617,724

DoorDash,

Inc.,

Class

A

(a)

...................

6,997

635,258

Expedia

Group,

Inc.

(a)

......................

4,939

605,176

Hilton

Worldwide

Holdings,

Inc.

...............

3,180

494,458

Hyatt

Hotels

Corp.,

Class

A

(b)

.................

4,264

538,756

Las

Vegas

Sands

Corp.

(a)

...................

7,525

450,070

Marriott

International,

Inc.,

Class

A

.............

2,548

514,212

McDonald's

Corp.

........................

1,450

425,140

MGM

Resorts

International

..................

11,269

572,127

Royal

Caribbean

Cruises

Ltd.

(a)

...............

5,948

648,986

Starbucks

Corp.

..........................

4,149

421,414

Vail

Resorts,

Inc.

.........................

2,012

473,806

Wynn

Resorts

Ltd.

........................

4,360

475,153

Yum!

Brands,

Inc.

........................

3,317

456,651

11,342,961

a

Household

Durables

 — 1.2%

DR

Horton,

Inc.

..........................

4,163

528,784

Garmin

Ltd.

.............................

4,532

479,894

Lennar

Corp.,

Class

A

......................

4,064

515,437

Mohawk

Industries,

Inc.

(a)

...................

5,161

548,821

NVR,

Inc.

(a)

.............................

81

510,822

PulteGroup,

Inc.

.........................

6,924

584,316

Whirlpool

Corp.

..........................

3,767

543,427

3,711,501

a

Household

Products

 — 0.7%

Church

&

Dwight

Co.,

Inc.

...................

4,930

471,653

Clorox

Co.

(The)

.........................

2,851

431,870

Colgate-Palmolive

Co.

.....................

5,655

431,250

Kimberly-Clark

Corp.

......................

3,133

404,470

Procter

&

Gamble

Co.

(The)

.................

2,743

428,731

2,167,974

a

Independent

Power

and

Renewable

Electricity

Producers

 — 0.3%

AES

Corp.

(The)

.........................

23,000

497,490

Vistra

Corp.

............................

19,875

557,692

1,055,182

a

Industrial

Conglomerates

 — 0.4%

3M

Co.

................................

4,566

509,109

General

Electric

Co.

.......................

4,213

481,293

Honeywell

International,

Inc.

.................

2,227

432,328

1,422,730

a

Security

Shares

Value

a

Industrial

REITs

 — 0.1%

Prologis,

Inc.

............................

3,571

$

445,482

a

Insurance

 — 4.0%

Aflac,

Inc.

..............................

6,842

494,950

Allstate

Corp.

(The)

.......................

3,957

445,875

American

Financial

Group,

Inc.

...............

4,144

503,952

American

International

Group,

Inc.

.............

8,506

512,742

Aon

PLC,

Class

A

........................

1,380

439,530

Arch

Capital

Group

Ltd.

(a)

...................

6,155

478,182

Arthur

J

Gallagher

&

Co.

....................

2,123

456,020

Assurant,

Inc.

...........................

3,798

510,869

Brown

&

Brown,

Inc.

.......................

7,122

501,745

Chubb

Ltd.

.............................

2,225

454,812

Cincinnati

Financial

Corp.

...................

4,558

490,350

Erie

Indemnity

Co.,

Class

A,

NVS

..............

2,125

471,665

Everest

Group

Ltd.

........................

1,264

455,685

Fidelity

National

Financial,

Inc.

................

13,999

548,341

Globe

Life,

Inc.

..........................

4,502

504,989

Hartford

Financial

Services

Group,

Inc.

(The)

......

6,630

476,564

Loews

Corp.

............................

8,150

510,597

Markel

Group,

Inc.

(a)(b)

......................

351

508,848

Marsh

&

McLennan

Companies,

Inc.

............

2,458

463,136

MetLife,

Inc.

............................

8,878

559,048

Principal

Financial

Group,

Inc.

................

6,838

546,151

Progressive

Corp.

(The)

....................

3,323

418,632

Prudential

Financial,

Inc.

....................

5,680

548,063

Travelers

Companies,

Inc.

(The)

...............

2,502

431,870

W

R

Berkley

Corp.

........................

8,326

513,631

Willis

Towers

Watson

PLC

...................

2,035

430,057

12,676,304

a

Interactive

Media

&

Services

 — 1.1%

Alphabet,

Inc.,

Class

A

(a)

....................

1,702

225,889

Alphabet,

Inc.

,

Class

C,

NVS

(a)

................

1,534

204,191

Match

Group,

Inc.

(a)

.......................

15,399

716,207

Meta

Platforms,

Inc.,

Class

A

(a)

................

1,685

536,841

Pinterest,

Inc.,

Class

A

(a)

....................

21,103

611,776

Snap,

Inc.,

Class

A,

NVS

(a)(b)

.................

49,291

559,946

ZoomInfo

Technologies,

Inc.

(a)

................

20,270

518,304

3,373,154

a

IT

Services

 — 2.1%

Accenture

PLC,

Class

A

....................

1,498

473,892

Akamai

Technologies,

Inc.

(a)

..................

5,489

518,710

Cloudflare,

Inc.,

Class

A

(a)(b)

..................

8,184

562,814

Cognizant

Technology

Solutions

Corp.,

Class

A

.....

7,331

484,066

EPAM

Systems,

Inc.

(a)

......................

1,935

458,227

Gartner,

Inc.

(a)

...........................

1,418

501,391

GoDaddy,

Inc.,

Class

A

(a)

....................

6,795

523,827

International

Business

Machines

Corp.

..........

3,450

497,421

MongoDB,

Inc.,

Class

A

(a)

...................

1,722

729,095

Okta,

Inc.,

Class

A

(a)

.......................

5,877

451,706

Snowflake,

Inc.,

Class

A

(a)

...................

2,548

452,805

Twilio,

Inc.,

Class

A

(a)

......................

9,559

631,181

VeriSign,

Inc.

(a)

..........................

2,059

434,346

6,719,481

a

Leisure

Products

 — 0.2%

Hasbro,

Inc.

............................

8,151

526,229

a

Life

Sciences

Tools

&

Services

 — 2.1%

Agilent

Technologies,

Inc.

...................

3,560

433,501

Avantor,

Inc.

(a)

...........................

22,835

469,716

Bio-Rad

Laboratories,

Inc.,

Class

A

(a)

............

1,265

512,780

Bio-Techne

Corp.

.........................

5,758

480,217

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

MSCI

USA

Size

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

26

2023

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Life

Sciences

Tools

&

Services

(continued)

Charles

River

Laboratories

International,

Inc.

(a)

.....

2,462

$

515,887

Danaher

Corp.

(b)

.........................

1,909

486,910

Illumina,

Inc.

(a)

...........................

2,257

433,683

IQVIA

Holdings,

Inc.

(a)

......................

2,306

515,991

Mettler-Toledo

International,

Inc.

(a)

.............

334

419,995

Repligen

Corp.

(a)(b)

........................

3,087

529,606

Revvity,

Inc.

............................

4,010

493,030

Thermo

Fisher

Scientific,

Inc.

.................

815

447,158

Waters

Corp.

(a)

..........................

1,792

494,968

West

Pharmaceutical

Services,

Inc.

............

1,335

491,333

6,724,775

a

Machinery

 — 3.2%

Caterpillar,

Inc.

..........................

2,047

542,803

Cummins,

Inc.

...........................

2,138

557,590

Deere

&

Co.

............................

1,210

519,816

Dover

Corp.

............................

3,399

496,152

Fortive

Corp.

............................

7,129

558,557

Graco,

Inc.

.............................

6,184

490,577

IDEX

Corp.

.............................

2,338

527,944

Illinois

Tool

Works,

Inc.

.....................

1,965

517,424

Ingersoll

Rand,

Inc.

.......................

7,825

510,738

Nordson

Corp.

...........................

2,226

560,084

Otis

Worldwide

Corp.

......................

5,482

498,643

PACCAR,

Inc.

...........................

6,402

551,404

Parker-Hannifin

Corp.

......................

1,373

562,944

Pentair

PLC

............................

8,215

570,942

Snap-on,

Inc.

...........................

1,846

502,924

Stanley

Black

&

Decker,

Inc.

.................

5,921

587,778

Toro

Co.

(The)

...........................

4,624

470,029

Westinghouse

Air

Brake

Technologies

Corp.

.......

4,867

576,447

Xylem,

Inc.

.............................

4,501

507,488

10,110,284

a

Media

 — 1.8%

Charter

Communications,

Inc.,

Class

A

(a)

.........

1,331

539,308

Comcast

Corp.,

Class

A

....................

10,489

474,732

Fox

Corp.,

Class

A,

NVS

....................

10,520

351,894

Fox

Corp.,

Class

B

........................

5,102

160,254

Interpublic

Group

of

Companies,

Inc.

(The)

.......

12,373

423,528

Liberty

Broadband

Corp.,

Class

C,

NVS

(a)

........

6,263

558,221

Liberty

Media

Corp.-Liberty

SiriusXM,

Series

C,

NVS

(a)

17,441

555,147

News

Corp.,

Class

A,

NVS

..................

26,199

519,264

Omnicom

Group,

Inc.

......................

5,064

428,516

Paramount

Global,

Class

B,

NVS

..............

32,150

515,364

Sirius

XM

Holdings,

Inc.

(b)

...................

136,158

694,406

Trade

Desk,

Inc.

(The),

Class

A

(a)

..............

6,911

630,698

5,851,332

a

Metals

&

Mining

 — 1.2%

Alcoa

Corp.

.............................

13,700

495,803

Cleveland-Cliffs,

Inc.

(a)

.....................

32,868

580,120

Freeport-McMoRan,

Inc.

....................

12,769

570,136

Newmont

Corp.

..........................

10,555

453,021

Nucor

Corp.

............................

3,338

574,436

Reliance

Steel

&

Aluminum

Co.

...............

1,970

576,934

Steel

Dynamics,

Inc.

.......................

4,894

521,603

3,772,053

a

Mortgage

Real

Estate

Investment

Trusts

(REITs)

 — 0.2%

Annaly

Capital

Management,

Inc.

..............

25,408

510,447

a

Multi-Utilities

 — 1.5%

Ameren

Corp.

...........................

5,582

478,210

CenterPoint

Energy,

Inc.

....................

16,669

501,570

CMS

Energy

Corp.

........................

8,145

497,415

Security

Shares

Value

a

Multi-Utilities

(continued)

Consolidated

Edison,

Inc.

...................

4,879

$

462,822

Dominion

Energy,

Inc.

......................

8,753

468,723

DTE

Energy

Co.

.........................

4,322

494,005

NiSource,

Inc.

...........................

17,764

494,550

Public

Service

Enterprise

Group,

Inc.

...........

7,520

474,662

Sempra

...............................

3,123

465,389

WEC

Energy

Group,

Inc.

....................

5,168

464,397

4,801,743

a

Office

REITs

 — 0.4%

Alexandria

Real

Estate

Equities,

Inc.

............

4,069

511,392

Boston

Properties,

Inc.

.....................

10,055

669,965

1,181,357

a

Oil,

Gas

&

Consumable

Fuels

 — 4.1%

APA

Corp.

.............................

14,608

591,478

Cheniere

Energy,

Inc.

......................

3,264

528,311

Chesapeake

Energy

Corp.

..................

5,952

501,992

Chevron

Corp.

...........................

2,748

449,738

ConocoPhillips

..........................

4,297

505,843

Coterra

Energy,

Inc.

.......................

18,527

510,234

Devon

Energy

Corp.

.......................

9,461

510,894

Diamondback

Energy,

Inc.

...................

3,597

529,910

EOG

Resources,

Inc.

......................

3,943

522,566

EQT

Corp.

.............................

13,318

561,753

Exxon

Mobil

Corp.

........................

3,957

424,349

Hess

Corp.

.............................

3,426

519,827

HF

Sinclair

Corp.

.........................

11,922

621,017

Kinder

Morgan,

Inc.,

Class

P

.................

27,807

492,462

Marathon

Oil

Corp.

........................

20,723

544,393

Marathon

Petroleum

Corp.

..................

4,118

547,776

Occidental

Petroleum

Corp.

..................

7,661

483,639

ONEOK,

Inc.

............................

7,966

534,041

Ovintiv,

Inc.

.............................

14,191

654,063

Phillips

66

..............................

4,804

535,886

Pioneer

Natural

Resources

Co.

...............

2,190

494,217

Targa

Resources

Corp.

.....................

6,781

555,974

Texas

Pacific

Land

Corp.

....................

361

543,774

Valero

Energy

Corp.

.......................

4,112

530,078

Williams

Companies,

Inc.

(The)

...............

15,740

542,243

13,236,458

a

Passenger

Airlines

 — 0.4%

Delta

Air

Lines,

Inc.

.......................

13,228

611,927

Southwest

Airlines

Co.

.....................

16,164

552,162

1,164,089

a

Personal

Care

Products

 — 0.1%

Estee

Lauder

Companies,

Inc.

(The),

Class

A

......

2,238

402,840

a

Pharmaceuticals

 — 1.5%

Bristol-Myers

Squibb

Co.

....................

6,620

411,698

Catalent,

Inc.

(a)

..........................

13,449

652,546

Eli

Lilly

&

Co.

...........................

951

432,277

Jazz

Pharmaceuticals

PLC

(a)

.................

3,670

478,641

Johnson

&

Johnson

.......................

2,631

440,771

Merck

&

Co.,

Inc.

.........................

3,669

391,299

Pfizer,

Inc.

.............................

11,673

420,928

Royalty

Pharma

PLC,

Class

A

................

14,261

447,510

Viatris,

Inc.

.............................

52,086

548,466

Zoetis,

Inc.,

Class

A

.......................

2,476

465,711

4,689,847

a

Professional

Services

 — 2.6%

Automatic

Data

Processing,

Inc.

...............

2,051

507,130

Booz

Allen

Hamilton

Holding

Corp.,

Class

A

.......

5,221

632,159

iShares

®

MSCI

USA

Size

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2023

(Percentages

shown

are

based

on

Net

Assets)

27

Schedule

of

Investments

Security

Shares

Value

a

Professional

Services

(continued)

Broadridge

Financial

Solutions,

Inc.

............

3,088

$

518,537

Ceridian

HCM

Holding,

Inc.

(a)

.................

7,908

559,965

Clarivate

PLC

(a)

..........................

68,505

651,483

Equifax,

Inc.

............................

2,220

453,058

Jacobs

Solutions,

Inc.

......................

4,109

515,310

Leidos

Holdings,

Inc.

......................

6,174

577,454

Paychex,

Inc.

...........................

4,266

535,255

Paycom

Software,

Inc.

.....................

1,664

613,617

Paylocity

Holding

Corp.

(a)(b)

..................

2,799

634,953

Robert

Half,

Inc.

.........................

7,238

536,698

SS&C

Technologies

Holdings,

Inc.

.............

8,518

496,173

TransUnion

.............................

6,821

543,565

Verisk

Analytics,

Inc.

.......................

2,094

479,400

8,254,757

a

Real

Estate

Management

&

Development

 — 0.5%

CBRE

Group,

Inc.,

Class

A

(a)

.................

6,090

507,358

CoStar

Group,

Inc.

(a)

.......................

5,925

497,522

Zillow

Group,

Inc.,

Class

C,

NVS

(a)

.............

10,725

580,866

1,585,746

a

Residential

REITs

 — 1.6%

American

Homes

4

Rent,

Class

A

..............

14,349

537,800

AvalonBay

Communities,

Inc.

................

2,652

500,300

Camden

Property

Trust

.....................

4,533

494,505

Equity

LifeStyle

Properties,

Inc.

...............

7,402

526,874

Equity

Residential

........................

7,623

502,661

Essex

Property

Trust,

Inc.

...................

2,295

558,947

Invitation

Homes,

Inc.

......................

14,130

501,615

Mid-America

Apartment

Communities,

Inc.

........

3,201

479,062

Sun

Communities,

Inc.

.....................

3,686

480,286

UDR,

Inc.

..............................

11,964

489,088

5,071,138

a

Retail

REITs

 — 0.7%

Kimco

Realty

Corp.

.......................

26,507

537,032

Realty

Income

Corp.

.......................

7,639

465,750

Regency

Centers

Corp.

....................

8,475

555,367

Simon

Property

Group,

Inc.

..................

4,399

548,115

2,106,264

a

Semiconductors

&

Semiconductor

Equipment

 — 4.2%

Advanced

Micro

Devices,

Inc.

(a)

...............

4,082

466,981

Analog

Devices,

Inc.

.......................

2,320

462,910

Applied

Materials,

Inc.

.....................

3,465

525,259

Broadcom,

Inc.

..........................

625

561,656

Enphase

Energy,

Inc.

(a)(b)

....................

2,890

438,789

Entegris,

Inc.

............................

4,964

544,600

First

Solar,

Inc.

(a)

.........................

2,307

478,472

Intel

Corp.

.............................

14,625

523,136

KLA

Corp.

..............................

1,071

550,441

Lam

Research

Corp.

......................

756

543,178

Lattice

Semiconductor

Corp.

(a)

................

5,822

529,453

Marvell

Technology,

Inc.

....................

10,140

660,418

Microchip

Technology,

Inc.

...................

5,865

550,958

Micron

Technology,

Inc.

.....................

6,551

467,676

Monolithic

Power

Systems,

Inc.

...............

1,096

613,201

NVIDIA

Corp.

...........................

1,314

614,019

NXP

Semiconductors

NV

...................

2,604

580,640

ON

Semiconductor

Corp.

(a)(b)

.................

5,476

590,039

Qorvo,

Inc.

(a)

............................

5,149

566,493

QUALCOMM,

Inc.

........................

4,141

547,316

Skyworks

Solutions,

Inc.

....................

4,706

538,225

SolarEdge

Technologies,

Inc.

(a)(b)

..............

1,604

387,302

Teradyne,

Inc.

(b)

..........................

4,937

557,585

Security

Shares

Value

a

Semiconductors

&

Semiconductor

Equipment

(continued)

Texas

Instruments,

Inc.

.....................

2,551

$

459,180

Wolfspeed,

Inc.

(a)

.........................

11,382

750,074

13,508,001

a

Software

 — 

6.2%

Adobe,

Inc.

(a)

............................

1,167

637,380

ANSYS,

Inc.

(a)

...........................

1,533

524,439

Aspen

Technology,

Inc.

(a)(b)

...................

2,877

513,545

Atlassian

Corp.,

Class

A

(a)

...................

3,141

571,474

Autodesk,

Inc.

(a)

..........................

2,272

481,641

Bentley

Systems,

Inc.,

Class

B

(b)

...............

10,462

563,693

BILL

Holdings,

Inc.

(a)(b)

......................

5,149

645,376

Black

Knight,

Inc.

(a)

........................

8,829

620,855

Cadence

Design

Systems,

Inc.

(a)

..............

2,093

489,783

Crowdstrike

Holdings,

Inc.,

Class

A

(a)(b)

..........

3,206

518,282

Datadog,

Inc.,

Class

A

(a)

....................

5,032

587,335

DocuSign,

Inc.

(a)

.........................

9,118

490,731

Dropbox,

Inc.,

Class

A

(a)

....................

21,751

586,189

Dynatrace,

Inc.

(a)

.........................

9,755

533,501

Fair

Isaac

Corp.

(a)

.........................

628

526,245

Fortinet,

Inc.

(a)

...........................

6,540

508,289

Gen

Digital,

Inc.

..........................

30,100

585,445

HubSpot,

Inc.

(a)

..........................

975

566,036

Intuit,

Inc.

..............................

987

505,048

Microsoft

Corp.

..........................

1,232

413,853

Oracle

Corp.

............................

4,126

483,691

Palantir

Technologies,

Inc.,

Class

A

(a)

...........

40,090

795,386

Palo

Alto

Networks,

Inc.

(a)(b)

..................

2,405

601,154

PTC,

Inc.

(a)

.............................

3,548

517,334

Roper

Technologies,

Inc.

....................

999

492,557

Salesforce,

Inc.

(a)

.........................

2,037

458,345

ServiceNow,

Inc.

(a)

........................

864

503,712

Splunk,

Inc.

(a)

...........................

4,975

538,942

Synopsys,

Inc.

(a)

.........................

1,101

497,432

Tyler

Technologies,

Inc.

(a)

...................

1,213

481,112

UiPath,

Inc.,

Class

A

(a)(b)

....................

31,559

570,587

Unity

Software,

Inc.

(a)

......................

16,666

763,969

VMware,

Inc.,

Class

A

(a)

....................

3,620

570,621

Workday,

Inc.,

Class

A

(a)

....................

2,318

549,667

Zoom

Video

Communications,

Inc.,

Class

A

(a)

......

6,788

497,900

Zscaler,

Inc.

(a)

...........................

3,780

606,236

19,797,785

a

Specialized

REITs

 — 1.7%

American

Tower

Corp.

.....................

2,341

445,516

Crown

Castle,

Inc.

........................

4,016

434,892

Digital

Realty

Trust,

Inc.

....................

5,153

642,167

Equinix,

Inc.

............................

624

505,390

Extra

Space

Storage,

Inc.

...................

3,203

447,043

Gaming

and

Leisure

Properties,

Inc.

............

9,880

468,905

Iron

Mountain,

Inc.

........................

8,593

527,610

Public

Storage

...........................

1,593

448,828

SBA

Communications

Corp.,

Class

A

............

2,013

440,746

VICI

Properties,

Inc.

.......................

14,635

460,710

Weyerhaeuser

Co.

........................

15,969

543,904

5,365,711

a

Specialty

Retail

 — 2.3%

Advance

Auto

Parts,

Inc.

....................

4,195

312,066

AutoZone,

Inc.

(a)

.........................

172

426,856

Bath

&

Body

Works,

Inc.

....................

13,203

489,303

Best

Buy

Co.,

Inc.

........................

6,785

563,494

Burlington

Stores,

Inc.

(a)

....................

2,894

514,032

CarMax,

Inc.

(a)(b)

..........................

6,726

555,635

Chewy,

Inc.,

Class

A

(a)(b)

....................

15,187

514,839

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

MSCI

USA

Size

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

28

2023

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Specialty

Retail

(continued)

Dick's

Sporting

Goods,

Inc.

..................

3,830

$

540,030

Home

Depot,

Inc.

(The)

....................

1,455

485,737

Lowe's

Companies,

Inc.

....................

2,134

499,932

O'Reilly

Automotive,

Inc.

(a)

...................

474

438,825

Ross

Stores,

Inc.

.........................

4,390

503,270

TJX

Companies,

Inc.

(The)

..................

5,620

486,299

Tractor

Supply

Co.

........................

2,081

466,123

Ulta

Beauty,

Inc.

(a)

........................

950

422,560

7,219,001

a

Technology

Hardware,

Storage

&

Peripherals

 — 1.1%

Apple,

Inc.

.............................

2,227

437,494

Dell

Technologies,

Inc.,

Class

C

...............

9,706

513,642

Hewlett

Packard

Enterprise

Co.

...............

33,172

576,529

HP,

Inc.

...............................

15,170

498,031

NetApp,

Inc.

............................

7,307

570,019

Seagate

Technology

Holdings

PLC

.............

7,712

489,712

Western

Digital

Corp.

(a)

.....................

12,628

537,448

3,622,875

a

Textiles,

Apparel

&

Luxury

Goods

 — 0.6%

Deckers

Outdoor

Corp.

(a)

....................

1,058

575,224

Lululemon

Athletica,

Inc.

(a)

...................

1,233

466,728

Nike,

Inc.,

Class

B

........................

3,757

414,735

VF

Corp.

..............................

25,862

512,326

1,969,013

a

Tobacco

 — 0.3%

Altria

Group,

Inc.

.........................

9,827

446,342

Philip

Morris

International,

Inc.

................

4,671

465,792

912,134

a

Trading

Companies

&

Distributors

 — 0.8%

Fastenal

Co.

............................

8,409

492,851

Ferguson

PLC

...........................

3,136

506,840

Security

Shares

Value

a

Trading

Companies

&

Distributors

(continued)

United

Rentals,

Inc.

.......................

1,347

$

625,924

Watsco,

Inc.

............................

1,425

538,921

WW

Grainger,

Inc.

........................

679

501,435

2,665,971

a

Water

Utilities

 — 0.3%

American

Water

Works

Co.,

Inc.

...............

3,310

487,993

Essential

Utilities,

Inc.

......................

12,026

508,580

996,573

a

Wireless

Telecommunication

Services

 — 0.1%

T-Mobile

U.S.,

Inc.

(a)

.......................

3,113

428,878

a

Total

Long-Term

Investments — 99.8%

(Cost:

$318,717,211)

................................

319,241,221

a

Short-Term

Securities

Money

Market

Funds

 — 

4.8%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares,

5.42%

(c)(d)(e)

......................

15,064,771

15,067,783

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

5.22%

(c)(d)

............................

453,882

453,882

a

Total

Short-Term

Securities — 4.8%

(Cost:

$15,513,367)

.................................

15,521,665

Total

Investments

—

104.6%

(Cost:

$334,230,578)

................................

334,762,886

Liabilities

in

Excess

of

Other

Assets

—

(4.6)%

...............

(14,739,761)

Net

Assets

—

100.0%

.................................

$

320,023,125

(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,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

  Shares

Held

at

07/31/23

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

21,388,783

$

—

$

(6,328,011

)

(a)

$

5,940

$

1,071

$

15,067,783

15,064,771

$

159,847

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

......

450,149

3,733

(a)

—

—

—

453,882

453,882

23,733

—

BlackRock,

Inc.

..

578,841

56,627

(204,214

)

(24,816

)

82,681

489,119

662

14,288

—

$

(18,876

)

$

83,752

$

16,010,784

$

197,868

$

—

(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,

2023

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,

2023,

the

effect

of

derivative

financial

instruments

in

the

Statements

of

Operations

was

as

follows:

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

For

more

information

about

the

Fund’s

investment

risks

regarding

derivative

financial

instruments,

refer

to

the

Notes

to

Financial

Statements. 

Futures

Contracts

Description

Number

of

Contracts

Expiration

Date

Notional

Amount

(000)

Value/

Unrealized

Appreciation

(Depreciation)

Long

Contracts

E-Mini

Russell

2000

Index

................................................................

4

09/15/23

$

403

$

15,951

E-Mini

S&P

MidCap

400

Index

.............................................................

1

09/15/23

274

16,097

$

32,048

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)

.............

$

—

$

—

$

32,048

$

—

$

—

$

—

$

32,048

(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

..................................

$

—

$

—

$

(71,167

)

$

—

$

—

$

—

$

(71,167

)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

contracts

..................................

$

—

$

—

$

(9,772

)

$

—

$

—

$

—

$

(9,772

)

Futures

contracts

Average

notional

value

of

contracts

—

long

...................................................................................

$

776,735

a

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

MSCI

USA

Size

Factor

ETF

30

2023

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

.........................................

$

319,241,221

‌

$

—

‌

$

—

‌

$

319,241,221

‌

Short-Term

Securities

Money

Market

Funds

......................................

15,521,665

‌

—

‌

—

‌

15,521,665

‌

$

334,762,886

‌

$

—

‌

$

—

‌

$

334,762,886

‌

Derivative

Financial

Instruments

(a)

Assets

Equity

Contracts

...........................................

$

32,048

‌

$

—

‌

$

—

‌

$

32,048

‌

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,

2023

(Percentages

shown

are

based

on

Net

Assets)

31

Schedule

of

Investments

Security

Shares

Value

a

Common

Stocks

Aerospace

&

Defense

 — 

2

.2

%

Huntington

Ingalls

Industries,

Inc.

..............

35,924

$

8,250,665

L3Harris

Technologies,

Inc.

..................

157,309

29,808,482

RTX

Corp.

.............................

1,115,917

98,122,582

Textron,

Inc.

............................

229,495

17,847,826

154,029,555

a

Air

Freight

&

Logistics

 — 

1

.3

%

FedEx

Corp.

............................

323,844

87,421,688

a

Automobile

Components

 — 

0

.7

%

BorgWarner,

Inc.

.........................

625,081

29,066,267

Lear

Corp.

.............................

132,858

20,561,104

49,627,371

a

Automobiles

 — 

4

.9

%

Ford

Motor

Co.

..........................

11,356,608

150,020,792

General

Motors

Co.

.......................

5,017,705

192,529,341

342,550,133

a

Banks

 — 

5

.7

%

Citigroup,

Inc.

...........................

2,943,844

140,303,605

Citizens

Financial

Group,

Inc.

................

555,415

17,917,688

Fifth

Third

Bancorp

.......................

511,097

14,872,923

KeyCorp

...............................

598,500

7,367,535

M&T

Bank

Corp.

.........................

101,740

14,229,356

Regions

Financial

Corp.

....................

721,519

14,697,342

Truist

Financial

Corp.

......................

897,741

29,822,956

Webster

Financial

Corp.

....................

130,017

6,152,405

Wells

Fargo

&

Co.

........................

3,240,151

149,565,370

394,929,180

a

Beverages

 — 

0

.5

%

Molson

Coors

Beverage

Co.

,

Class

B

...........

490,983

34,255,884

a

Biotechnology

 — 

1

.1

%

Gilead

Sciences,

Inc.

......................

1,017,058

77,438,796

a

Building

Products

 — 

1

.2

%

Builders

FirstSource,

Inc.

(a)

..................

128,404

18,545,390

Fortune

Brands

Innovations,

Inc.

..............

97,940

6,960,596

Johnson

Controls

International

PLC

............

492,923

34,282,794

Owens

Corning

..........................

163,388

22,872,686

82,661,466

a

Capital

Markets

 — 

2

.2

%

Bank

of

New

York

Mellon

Corp.

(The)

...........

689,977

31,297,357

Franklin

Resources,

Inc.

....................

220,736

6,454,321

Goldman

Sachs

Group,

Inc.

(The)

.............

256,981

91,451,828

Invesco

Ltd.

............................

396,985

6,669,348

State

Street

Corp.

........................

255,091

18,478,792

154,351,646

a

Chemicals

 — 

1

.3

%

CF

Industries

Holdings,

Inc.

..................

153,955

12,636,626

Dow,

Inc.

..............................

457,840

25,854,225

Eastman

Chemical

Co.

.....................

67,947

5,814,904

LyondellBasell

Industries

NV

,

Class

A

...........

223,633

22,108,358

Mosaic

Co.

(The)

.........................

413,594

16,858,092

Westlake

Corp.

..........................

33,584

4,617,800

87,890,005

a

Communications

Equipment

 — 

5

.1

%

Cisco

Systems,

Inc.

.......................

6,216,365

323,499,634

F5,

Inc.

(a)

..............................

93,491

14,794,016

Security

Shares

Value

a

Communications

Equipment

(continued)

Juniper

Networks,

Inc.

.....................

537,736

$

14,949,061

353,242,711

a

Consumer

Finance

 — 

1

.1

%

Ally

Financial,

Inc.

........................

372,813

11,385,709

Capital

One

Financial

Corp.

..................

463,248

54,209,281

Synchrony

Financial

.......................

276,776

9,559,843

75,154,833

a

Consumer

Staples

Distribution

&

Retail

 — 

1

.6

%

Albertsons

Companies,

Inc.

,

Class

A

............

279,103

6,064,908

Kroger

Co.

(The)

.........................

1,103,023

53,651,039

Walgreens

Boots

Alliance,

Inc.

................

1,750,609

52,465,752

112,181,699

a

Containers

&

Packaging

 — 

0

.3

%

International

Paper

Co.

.....................

247,647

8,930,151

Westrock

Co.

...........................

347,682

11,574,334

20,504,485

a

Distributors

 — 

0

.3

%

LKQ

Corp.

.............................

432,154

23,677,718

a

Diversified

Telecommunication

Services

 — 

5

.3

%

AT&T,

Inc.

..............................

22,947,653

333,199,921

Liberty

Global

PLC

,

Class

A

(a)

................

629,012

11,680,753

Liberty

Global

PLC

,

Class

C

,

NVS

(a)

............

1,241,142

24,524,966

369,405,640

a

Electric

Utilities

 — 

1

.8

%

Evergy,

Inc.

.............................

331,593

19,885,632

NRG

Energy,

Inc.

.........................

526,361

19,996,455

PG&E

Corp.

(a)

...........................

2,874,233

50,615,243

PPL

Corp.

.............................

1,156,298

31,832,884

122,330,214

a

Electrical

Equipment

 — 

0

.1

%

Sensata

Technologies

Holding

PLC

............

157,614

6,659,192

a

Electronic

Equipment,

Instruments

&

Components

 — 

2

.0

%

Arrow

Electronics,

Inc.

(a)

....................

192,182

27,393,622

Corning,

Inc.

............................

1,485,153

50,406,093

TE

Connectivity

Ltd.

.......................

402,872

57,808,103

135,607,818

a

Entertainment

 — 

1

.2

%

Warner

Bros

Discovery,

Inc.

,

Series

A

(a)

(b)

.........

6,213,725

81,213,386

a

Financial

Services

 — 

1

.2

%

Equitable

Holdings,

Inc.

....................

326,407

9,364,617

Fidelity

National

Information

Services,

Inc.

........

703,429

42,473,043

Global

Payments,

Inc.

.....................

286,088

31,541,202

83,378,862

a

Food

Products

 — 

3

.1

%

Archer-Daniels-Midland

Co.

..................

840,740

71,429,271

Conagra

Brands,

Inc.

......................

635,240

20,842,224

J

M

Smucker

Co.

(The)

.....................

148,321

22,344,559

Kraft

Heinz

Co.

(The)

......................

1,672,524

60,511,918

Tyson

Foods,

Inc.

,

Class

A

..................

659,370

36,740,096

211,868,068

a

Gas

Utilities

 — 

0

.2

%

UGI

Corp.

..............................

519,654

14,025,461

a

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

MSCI

USA

Value

Factor

ETF

(Percentages

shown

are

based

on

Net

Assets)

32

2023

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Ground

Transportation

 — 

0

.4

%

Knight-Swift

Transportation

Holdings,

Inc.

,

Class

A

..

269,759

$

16,387,859

U-Haul

Holding

Co.

,

Series

N

,

NVS

(b)

...........

143,049

8,183,834

24,571,693

a

Health

Care

Equipment

&

Supplies

 — 

0

.1

%

Dentsply

Sirona,

Inc.

......................

137,995

5,729,552

a

Health

Care

Providers

&

Services

 — 

6

.1

%

Cardinal

Health,

Inc.

.......................

245,445

22,450,854

Centene

Corp.

(a)

.........................

620,165

42,227,035

Cigna

Group

(The)

........................

338,520

99,897,252

CVS

Health

Corp.

........................

1,807,386

134,993,660

DaVita,

Inc.

(a)

............................

37,707

3,845,737

Elevance

Health,

Inc.

......................

169,021

79,715,374

Laboratory

Corp.

of

America

Holdings

...........

84,014

17,973,115

Quest

Diagnostics,

Inc.

.....................

90,257

12,203,649

Universal

Health

Services,

Inc.

,

Class

B

.........

64,238

8,926,513

422,233,189

a

Hotels,

Restaurants

&

Leisure

 — 

0

.2

%

Expedia

Group,

Inc.

(a)

(b)

.....................

134,267

16,451,736

a

Household

Durables

 — 

4

.1

%

DR

Horton,

Inc.

..........................

714,630

90,772,303

Lennar

Corp.

,

Class

A

......................

770,958

97,780,603

Mohawk

Industries,

Inc.

(a)

...................

162,008

17,227,931

PulteGroup,

Inc.

.........................

708,926

59,826,265

Whirlpool

Corp.

..........................

138,742

20,014,921

285,622,023

a

Industrial

Conglomerates

 — 

1

.1

%

General

Electric

Co.

.......................

662,143

75,643,216

a

Insurance

 — 

2

.4

%

American

International

Group,

Inc.

.............

840,186

50,646,412

Everest

Group

Ltd.

........................

31,280

11,276,753

Fidelity

National

Financial,

Inc.

................

173,127

6,781,384

Hartford

Financial

Services

Group,

Inc.

(The)

......

209,441

15,054,619

Loews

Corp.

............................

181,624

11,378,744

MetLife,

Inc.

............................

570,032

35,894,915

Prudential

Financial,

Inc.

....................

334,553

32,281,019

163,313,846

a

IT

Services

 — 

3

.6

%

Cognizant

Technology

Solutions

Corp.

,

Class

A

.....

870,271

57,463,994

International

Business

Machines

Corp.

..........

1,324,414

190,954,011

248,418,005

a

Machinery

 — 

1

.5

%

Cummins,

Inc.

...........................

115,333

30,078,846

PACCAR,

Inc.

...........................

482,548

41,561,859

Snap-on,

Inc.

...........................

44,749

12,191,418

Westinghouse

Air

Brake

Technologies

Corp.

.......

162,873

19,290,678

103,122,801

a

Media

 — 

0

.9

%

Fox

Corp.

,

Class

A

,

NVS

....................

690,514

23,097,693

Fox

Corp.

,

Class

B

........................

352,309

11,066,026

Liberty

Media

Corp.-Liberty

SiriusXM

,

Series

C

,

NVS

(a)

194,772

6,199,593

Paramount

Global

,

Class

B

,

NVS

..............

1,570,913

25,181,735

65,545,047

a

Metals

&

Mining

 — 

1

.1

%

Alcoa

Corp.

.............................

108,889

3,940,693

Cleveland-Cliffs,

Inc.

(a)

.....................

654,590

11,553,513

Nucor

Corp.

............................

250,003

43,023,016

Security

Shares

Value

a

Metals

&

Mining

(continued)

Steel

Dynamics,

Inc.

.......................

169,479

$

18,063,072

76,580,294

a

Mortgage

Real

Estate

Investment

Trusts

(REITs)

 — 

0

.2

%

Annaly

Capital

Management,

Inc.

..............

560,593

11,262,313

a

Multi-Utilities

 — 

0

.5

%

Consolidated

Edison,

Inc.

...................

389,333

36,932,128

a

Oil,

Gas

&

Consumable

Fuels

 — 

4

.5

%

APA

Corp.

.............................

663,023

26,845,801

Chesapeake

Energy

Corp.

..................

186,342

15,716,084

Coterra

Energy,

Inc.

.......................

1,417,663

39,042,439

Diamondback

Energy,

Inc.

...................

432,369

63,696,601

EQT

Corp.

.............................

598,741

25,254,895

HF

Sinclair

Corp.

.........................

242,557

12,634,794

Marathon

Oil

Corp.

........................

1,657,087

43,531,676

Ovintiv,

Inc.

.............................

733,398

33,802,314

Valero

Energy

Corp.

.......................

399,137

51,452,751

311,977,355

a

Passenger

Airlines

 — 

0

.3

%

Delta

Air

Lines,

Inc.

.......................

215,452

9,966,809

Southwest

Airlines

Co.

.....................

222,448

7,598,824

17,565,633

a

Pharmaceuticals

 — 

5

.7

%

Bristol-Myers

Squibb

Co.

....................

2,127,193

132,290,133

Jazz

Pharmaceuticals

PLC

(a)

.................

71,673

9,347,593

Pfizer,

Inc.

.............................

6,020,318

217,092,667

Royalty

Pharma

PLC

,

Class

A

................

265,320

8,325,741

Viatris,

Inc.

.............................

2,382,430

25,086,988

392,143,122

a

Professional

Services

 — 

0

.4

%

Clarivate

PLC

(a)

(b)

.........................

508,735

4,838,070

Leidos

Holdings,

Inc.

......................

98,626

9,224,490

SS&C

Technologies

Holdings,

Inc.

.............

251,483

14,648,884

28,711,444

a

Real

Estate

Management

&

Development

 — 

0

.9

%

CBRE

Group,

Inc.

,

Class

A

(a)

(b)

................

629,848

52,472,637

Zillow

Group,

Inc.

,

Class

C

,

NVS

(a)

(b)

............

242,026

13,108,128

65,580,765

a

Retail

REITs

 — 

0

.8

%

Simon

Property

Group,

Inc.

..................

456,180

56,840,028

a

Semiconductors

&

Semiconductor

Equipment

 — 

13

.6

%

Applied

Materials,

Inc.

.....................

974,786

147,767,810

Intel

Corp.

.............................

10,487,870

375,151,110

Micron

Technology,

Inc.

.....................

3,059,321

218,404,926

NXP

Semiconductors

NV

...................

356,249

79,436,402

ON

Semiconductor

Corp.

(a)

(b)

.................

605,775

65,272,256

Qorvo,

Inc.

(a)

............................

186,634

20,533,473

Skyworks

Solutions,

Inc.

....................

320,457

36,650,667

943,216,644

a

Software

 — 

0

.3

%

Aspen

Technology,

Inc.

(a)

(b)

...................

50,839

9,074,762

Gen

Digital,

Inc.

..........................

481,021

9,355,858

18,430,620

a

Specialized

REITs

 — 

0

.9

%

Weyerhaeuser

Co.

........................

1,754,661

59,763,754

a

iShares

®

MSCI

USA

Value

Factor

ETF

Schedule

of

Investments

(continued)

July

31,

2023

(Percentages

shown

are

based

on

Net

Assets)

33

Schedule

of

Investments

Derivative

Financial

Instruments

Outstanding

as

of

Period

End

Security

Shares

Value

a

Specialty

Retail

 — 

0

.4

%

Best

Buy

Co.,

Inc.

........................

373,350

$

31,006,717

a

Technology

Hardware,

Storage

&

Peripherals

 — 

3

.5

%

Dell

Technologies,

Inc.

,

Class

C

...............

556,238

29,436,115

Hewlett

Packard

Enterprise

Co.

...............

4,442,770

77,215,343

HP,

Inc.

...............................

2,151,289

70,626,818

NetApp,

Inc.

............................

304,094

23,722,373

Western

Digital

Corp.

(a)

.....................

896,524

38,156,061

239,156,710

a

Tobacco

 — 

1

.3

%

Altria

Group,

Inc.

.........................

1,977,240

89,806,241

a

Trading

Companies

&

Distributors

 — 

0

.6

%

United

Rentals,

Inc.

.......................

90,993

42,282,627

a

Total

Long-Term

Investments — 99.8%

(Cost:

$

7,516,205,813

)

...............................

6,906,313,314

Security

Shares

Value

a

Short-Term

Securities

Money

Market

Funds

 — 

0

.6

%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

,

5.42

%

(c)

(d)

(e)

......................

33,391,286

$

33,397,964

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

,

5.22

%

(c)

(d)

............................

11,508,688

11,508,688

a

Total

Short-Term

Securities — 0.6%

(Cost:

$

44,902,884

)

.................................

44,906,652

Total

Investments

—

100.4%

(Cost:

$

7,561,108,697

)

...............................

6,951,219,966

Liabilities

in

Excess

of

Other

Assets

—

(

0

.4

)

%

...............

(

30,561,731

)

Net

Assets

—

100.0%

.................................

$

6,920,658,235

(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,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

07/31/23

  Shares

Held

at

07/31/23

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

.

$

147,212,646

$

—

$

(

113,798,239

)

(a)

$

9,178

$

(

25,621

)

$

33,397,964

33,391,286

$

165,358

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

15,516,861

—

(

4,008,173

)

(a)

—

—

11,508,688

11,508,688

464,815

11

$

9,178

$

(

25,621

)

$

44,906,652

$

630,173

$

11

(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

E-Mini

Russell

2000

Index

................................................................

62

09/15/23

$

6,242

$

413,687

E-Mini

S&P

500

Index

...................................................................

31

09/15/23

7,152

405,188

$

818,875

Schedule

of

Investments

(continued)

July

31,

2023

iShares

®

MSCI

USA

Value

Factor

ETF

34

2023

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,

2023,

the

effect

of

derivative

financial

instruments

in

the

Statements

of

Operations

was

as

follows:

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

For

more

information

about

the

Fund’s

investment

risks

regarding

derivative

financial

instruments,

refer

to

the

Notes

to

Financial

Statements. 

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)

.............

$

—

$

—

$

818,875

$

—

$

—

$

—

$

818,875

(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

..................................

$

—

$

—

$

(

18,218

)

$

—

$

—

$

—

$

(

18,218

)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

contracts

..................................

$

—

$

—

$

(

579,213

)

$

—

$

—

$

—

$

(

579,213

)

Futures

contracts

Average

notional

value

of

contracts

—

long

...................................................................................

$

13,119,538

a

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Common

Stocks

.........................................

$

6,906,313,314

‌

$

—

‌

$

—

‌

$

6,906,313,314

‌

Short-Term

Securities

Money

Market

Funds

......................................

44,906,652

‌

—

‌

—

‌

44,906,652

‌

$

6,951,219,966

‌

$

—

‌

$

—

‌

$

6,951,219,966

‌

Derivative

Financial

Instruments

(a)

Assets

Equity

Contracts

...........................................

$

818,875

‌

$

—

‌

$

—

‌

$

818,875

‌

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,

2023

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)

.....................................

$

9,084,204,513

‌

$

31,291,034,504

‌

$

318,752,102

‌

$

6,906,313,314

‌

Investments,

at

value

—

affiliated

(c)

........................................

119,038,874

‌

514,770,996

‌

16,010,784

‌

44,906,652

‌

Cash

............................................................

253,227

‌

619,136

‌

97,119

‌

1,006,470

‌

Cash

pledged:

Futures

contracts

..................................................

1,519,000

‌

3,709,000

‌

44,000

‌

813,000

‌

Receivables:

Securities

lending

income

—

affiliated

....................................

13,378

‌

27,507

‌

22,293

‌

5,515

‌

Dividends

—

unaffiliated

.............................................

1,109,162

‌

18,244,731

‌

197,170

‌

14,344,314

‌

Dividends

—

affiliated

...............................................

108,118

‌

204,977

‌

2,412

‌

37,086

‌

Interest

—

unaffiliated

...............................................

1,236

‌

11,523

‌

55

‌

4,441

‌

Variation

margin

on

futures

contracts

.....................................

48,800

‌

119,200

‌

5,690

‌

82,460

‌

Total

assets

.......................................................

9,206,296,308

‌

31,828,741,574

‌

335,131,625

‌

6,967,513,252

‌

LIABILITIES

Collateral

on

securities

loaned

...........................................

91,497,206

‌

189,886,732

‌

15,067,944

‌

33,453,837

‌

Payables:

Investments

purchased

..............................................

—

‌

—

‌

—

‌

12,528,294

‌

Capital

shares

redeemed

.............................................

38,011

‌

14,274

‌

—

‌

10,180

‌

Investment

advisory

fees

.............................................

1,163,536

‌

4,072,359

‌

40,556

‌

862,706

‌

Total

liabilities

......................................................

92,698,753

‌

193,973,365

‌

15,108,500

‌

46,855,017

‌

Commitments

and

contingent

liabilities

NET

ASSETS

......................................................

$

9,113,597,555

‌

$

31,634,768,209

‌

$

320,023,125

‌

$

6,920,658,235

‌

NET

ASSETS

CONSIST

OF:

Paid-in

capital

......................................................

$

12,263,974,690

‌

$

28,869,615,702

‌

$

377,368,863

‌

$

8,279,798,044

‌

Accumulated

earnings

(loss)

............................................

(

3,150,377,135

)

2,765,152,507

‌

(

57,345,738

)

(

1,359,139,809

)

NET

ASSETS

......................................................

$

9,113,597,555

‌

$

31,634,768,209

‌

$

320,023,125

‌

$

6,920,658,235

‌

NET

ASSET

VALUE

Shares

outstanding

..................................................

62,100,000

‌

226,100,000

‌

2,500,000

‌

71,150,000

‌

Net

asset

value

.....................................................

$

146.76

‌

$

139.91

‌

$

128.01

‌

$

97.27

‌

Shares

authorized

...................................................

Unlimited

Unlimited

Unlimited

Unlimited

Par

value

.........................................................

None

None

None

None

(a)

Securities

loaned,

at

value

...........................................

$

88,882,326

‌

$

186,063,354

‌

$

14,911,347

‌

$

33,188,030

‌

(b)

Investments,

at

cost

—

unaffiliated

......................................

$

8,154,124,330

‌

$

26,157,765,115

‌

$

318,237,770

‌

$

7,516,205,813

‌

(c)

Investments,

at

cost

—

affiliated

........................................

$

119,041,670

‌

$

485,554,298

‌

$

15,992,808

‌

$

44,902,884

‌

36

2023

iShares

Annual

Report

to

Shareholders

Statements

of

Operations

Year

Ended

July

31,

2023

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

............................................

$

220,441,382

‌

$

350,863,530

‌

$

5,266,487

‌

$

231,880,130

‌

Dividends

—

affiliated

..............................................

815,749

‌

9,541,474

‌

38,021

‌

464,815

‌

Interest

—

unaffiliated

..............................................

130,272

‌

235,165

‌

3,062

‌

88,764

‌

Securities

lending

income

—

affiliated

—

net

...............................

159,689

‌

833,914

‌

159,847

‌

165,358

‌

Foreign

taxes

withheld

.............................................

(

16,777

)

—

‌

(

2,181

)

(

187,927

)

Total

investment

income

..............................................

221,530,315

‌

361,474,083

‌

5,465,236

‌

232,411,140

‌

EXPENSES

Investment

advisory

...............................................

15,798,180

‌

33,589,792

‌

480,275

‌

11,235,567

‌

Total

expenses

....................................................

15,798,180

‌

33,589,792

‌

480,275

‌

11,235,567

‌

Net

investment

income

...............................................

205,732,135

‌

327,884,291

‌

4,984,961

‌

221,175,573

‌

—

‌

—

‌

—

‌

—

‌

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

from:

Investments

—

unaffiliated

.........................................

(

918,116,125

)

(

1,321,792,124

)

(

22,973,723

)

(

193,013,477

)

Investments

—

affiliated

...........................................

12,038

‌

(

32,646,151

)

(

22,978

)

9,178

‌

Capital

gain

distributions

from

underlying

funds

—

affiliated

...................

14

‌

21

‌

—

‌

11

‌

Futures

contracts

...............................................

3,194,371

‌

2,833,357

‌

(

71,167

)

(

18,218

)

In-kind

redemptions

—

unaffiliated

(a)

...................................

229,624,777

‌

1,070,810,825

‌

5,664,182

‌

74,893,920

‌

In-kind

redemptions

—

affiliated

(a)

....................................

—

‌

3,078,726

‌

4,102

‌

—

‌

(

685,284,925

)

(

277,715,346

)

(

17,399,584

)

(

118,128,586

)

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

—

unaffiliated

.........................................

879,064,557

‌

4,471,582,885

‌

37,816,142

‌

121,379,793

‌

Investments

—

affiliated

...........................................

(

16,993

)

29,161,548

‌

83,752

‌

(

25,621

)

Futures

contracts

...............................................

(

1,028,329

)

337,619

‌

(

9,772

)

(

579,213

)

878,019,235

‌

4,501,082,052

‌

37,890,122

‌

120,774,959

‌

Net

realized

and

unrealized

gain

........................................

192,734,310

‌

4,223,366,706

‌

20,490,538

‌

2,646,373

‌

NET

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

...............

$

398,466,445

‌

$

4,551,250,997

‌

$

25,475,499

‌

$

223,821,946

‌

(a)

See

Note

2

of

the

Notes

to

Financial

Statements.

37

Financial

Statements

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

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/23

Year

Ended

07/31/22

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

.........................................

$

205,732,135

‌

$

141,223,962

‌

$

327,884,291

‌

$

289,671,290

‌

Net

realized

gain

(loss)

.........................................

(

685,284,925

)

(

717,988,922

)

(

277,715,346

)

1,883,361,480

‌

Net

change

in

unrealized

appreciation

(depreciation)

.....................

878,019,235

‌

(

1,701,248,504

)

4,501,082,052

‌

(

4,675,517,034

)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

................

398,466,445

‌

(

2,278,013,464

)

4,551,250,997

‌

(

2,502,484,264

)

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

..............

(

232,076,086

)

(

120,180,940

)

(

325,161,698

)

(

281,237,239

)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

(decrease)

in

net

assets

derived

from

capital

share

transactions

......

(

1,094,647,687

)

(

2,052,967,728

)

7,171,562,698

‌

(

945,991,807

)

NET

ASSETS

Total

increase

(decrease)

in

net

assets

................................

(

928,257,328

)

(

4,451,162,132

)

11,397,651,997

‌

(

3,729,713,310

)

Beginning

of

year

...............................................

10,041,854,883

‌

14,493,017,015

‌

20,237,116,212

‌

23,966,829,522

‌

End

of

year

...................................................

$

9,113,597,555

‌

$

10,041,854,883

‌

$

31,634,768,209

‌

$

20,237,116,212

‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

38

2023

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

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/23

Year

Ended

07/31/22

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

.........................................

$

4,984,961

‌

$

6,620,398

‌

$

221,175,573

‌

$

350,017,917

‌

Net

realized

gain

(loss)

.........................................

(

17,399,584

)

47,973,352

‌

(

118,128,586

)

1,964,268,133

‌

Net

change

in

unrealized

appreciation

(depreciation)

.....................

37,890,122

‌

(

86,151,464

)

120,774,959

‌

(

2,912,361,127

)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

................

25,475,499

‌

(

31,557,714

)

223,821,946

‌

(

598,075,077

)

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

..............

(

4,723,437

)

(

7,036,092

)

(

231,097,546

)

(

379,603,795

)

CAPITAL

SHARE

TRANSACTIONS

Net

decrease

in

net

assets

derived

from

capital

share

transactions

..............

(

47,798,497

)

(

289,200,521

)

(

2,196,245,190

)

(

5,843,830,740

)

NET

ASSETS

Total

decrease

in

net

assets

.......................................

(

27,046,435

)

(

327,794,327

)

(

2,203,520,790

)

(

6,821,509,612

)

Beginning

of

year

...............................................

347,069,560

‌

674,863,887

‌

9,124,179,025

‌

15,945,688,637

‌

End

of

year

...................................................

$

320,023,125

‌

$

347,069,560

‌

$

6,920,658,235

‌

$

9,124,179,025

‌

(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

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Net

asset

value,

beginning

of

year

..........................

$

143.35

‌

$

175.04

‌

$

140.10

‌

$

120.79

‌

$

111.68

‌

Net

investment

income

(a)

................................

2

.79

‌

1

.79

‌

0

.85

‌

1

.50

‌

1

.67

‌

Net

realized

and

unrealized

gain

(loss)

(b)

......................

3

.83

‌

(

31.95

)

34.86

‌

19.53

‌

9

.03

‌

Net

increase

(decrease)

from

investment

operations

...............

6

.62

‌

(

30.16

)

35.71

‌

21.03

‌

10.70

‌

Distributions

from

net

investment

income

(c)

......................

(

3

.21

)

(

1

.53

)

(

0

.77

)

(

1

.72

)

(

1

.59

)

Net

asset

value,

end

of

year

..............................

$

146.76

‌

$

143.35

‌

$

175.04

‌

$

140.10

‌

$

120.79

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

.................................

4

.80

%

(

17.35

)

%

25.57

%

17.71

%

9

.71

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

........................................

0

.15

%

0

.15

%

0

.15

%

0

.15

%

0

.15

%

Net

investment

income

...................................

1

.95

%

1

.07

%

0

.53

%

1

.22

%

1

.49

%

Supplemental

Data

Net

assets,

end

of

year

(000)

...............................

$

9,113,598

‌

$

10,041,855

‌

$

14,493,017

‌

$

10,647,455

‌

$

10,176,170

‌

Portfolio

turnover

rate

(f)

...................................

111

%

125

%

107

%

160

%

138

%

(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

2023

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

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Net

asset

value,

beginning

of

year

..........................

$

121.95

‌

$

137.31

‌

$

100.59

‌

$

92.73

‌

$

86.55

‌

Net

investment

income

(a)

................................

1

.79

‌

1

.68

‌

1

.70

‌

1

.72

‌

1

.61

‌

Net

realized

and

unrealized

gain

(loss)

(b)

......................

17.93

‌

(

15.41

)

36.79

‌

7

.71

‌

6

.16

‌

Net

increase

(decrease)

from

investment

operations

...............

19.72

‌

(

13.73

)

38.49

‌

9

.43

‌

7

.77

‌

Distributions

from

net

investment

income

(c)

......................

(

1

.76

)

(

1

.63

)

(

1

.77

)

(

1

.57

)

(

1

.59

)

Net

asset

value,

end

of

year

..............................

$

139.91

‌

$

121.95

‌

$

137.31

‌

$

100.59

‌

$

92.73

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

.................................

16.47

%

(

10.09

)

%

38.63

%

10.38

%

9

.13

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

........................................

0

.15

%

0

.15

%

0

.15

%

0

.15

%

0

.15

%

Net

investment

income

...................................

1

.46

%

1

.27

%

1

.45

%

1

.82

%

1

.85

%

Supplemental

Data

Net

assets,

end

of

year

(000)

...............................

$

31,634,768

‌

$

20,237,116

‌

$

23,966,830

‌

$

18,851,143

‌

$

10,913,780

‌

Portfolio

turnover

rate

(f)

...................................

58

%

41

%

47

%

45

%

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

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Net

asset

value,

beginning

of

year

..........................

$

119.68

‌

$

131.04

‌

$

92.12

‌

$

91.99

‌

$

86.61

‌

Net

investment

income

(a)

................................

1

.83

‌

1

.69

‌

1

.50

‌

1

.73

‌

1

.52

‌

Net

realized

and

unrealized

gain

(loss)

(b)

......................

8

.24

‌

(

11.21

)

38.96

‌

(

0

.13

)

5

.49

‌

Net

increase

(decrease)

from

investment

operations

...............

10.07

‌

(

9

.52

)

40.46

‌

1

.60

‌

7

.01

‌

Distributions

from

net

investment

income

(c)

......................

(

1

.74

)

(

1

.84

)

(

1

.54

)

(

1

.47

)

(

1

.63

)

Net

asset

value,

end

of

year

..............................

$

128.01

‌

$

119.68

‌

$

131.04

‌

$

92.12

‌

$

91.99

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

.................................

8

.62

%

(

7

.35

)

%

44.28

%

1

.91

%

8

.26

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

........................................

0

.15

%

0

.15

%

0

.15

%

0

.15

%

0

.15

%

Net

investment

income

...................................

1

.56

%

1

.31

%

1

.34

%

1

.93

%

1

.74

%

Supplemental

Data

Net

assets,

end

of

year

(000)

...............................

$

320,023

‌

$

347,070

‌

$

674,864

‌

$

741,572

‌

$

377,167

‌

Portfolio

turnover

rate

(f)

...................................

22

%

25

%

23

%

29

%

30

%

(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

2023

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

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Net

asset

value,

beginning

of

year

.........................

$

95.84

‌

$

104.29

‌

$

72.97

‌

$

82.49

‌

$

85.39

‌

Net

investment

income

(a)

...............................

2

.74

‌

2

.66

‌

2

.33

‌

2

.37

‌

2

.23

‌

Net

realized

and

unrealized

gain

(loss)

(b)

.....................

1

.53

‌

(

8

.22

)

30.96

‌

(

9

.65

)

(

2

.92

)

Net

increase

(decrease)

from

investment

operations

..............

4

.27

‌

(

5

.56

)

33.29

‌

(

7

.28

)

(

0

.69

)

Distributions

from

net

investment

income

(c)

.....................

(

2

.84

)

(

2

.89

)

(

1

.97

)

(

2

.24

)

(

2

.21

)

Net

asset

value,

end

of

year

.............................

$

97.27

‌

$

95.84

‌

$

104.29

‌

$

72.97

‌

$

82.49

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

................................

4

.77

%

(

5

.48

)

%

46.10

%

(

8

.83

)

%

(

0

.68

)

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

.......................................

0

.15

%

0

.15

%

0

.15

%

0

.15

%

0

.15

%

Net

investment

income

..................................

2

.96

%

2

.57

%

2

.47

%

3

.04

%

2

.74

%

Supplemental

Data

Net

assets,

end

of

year

(000)

..............................

$

6,920,658

‌

$

9,124,179

‌

$

15,945,689

‌

$

5,611,044

‌

$

3,485,258

‌

Portfolio

turnover

rate

(f)

..................................

23

%

17

%

28

%

33

%

35

%

(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. Interest

income,

including

amortization

and

accretion

of

premiums

and

discounts

on

debt

securities,

is

recognized

daily

on

an

accrual

basis.

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,

2023,

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. 

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.

The

Board

of Trustees of

the

Trust (the

“Board”)

of

each

Fund

has

approved

the

designation

of

BlackRock

Fund

Advisors

(“BFA”),

the

Funds’

investment

adviser,

as

the

valuation

designee

for each

Fund. Each

Fund

determines

the

fair

values

of

its

financial

instruments

using

various

independent

dealers

or

pricing

services

under

BFA’s

policies.

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

BFA’s

policies

and

procedures

as

reflecting

fair

value. BFA

has

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

2023

iShares

Annual

Report

to

Shareholders

formed

a

committee

(the

“Valuation

Committee”)

to

develop

pricing

policies

and

procedures

and

to

oversee

the

pricing

function

for

all

financial

instruments,

with

assistance

from

other

BlackRock

pricing

committees.

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 BFA’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

BFA,

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

Notes

to

Financial

Statements

(

continued)

45

Notes

to

Financial

Statements

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:

iShares

ETF

and

Counterparty

Securities

Loaned

at

Value

Cash

Collateral

Received

(a)

Non-Cash

Collateral

Received,

at

Fair

Value

(a)

Net

Amount

(b)

MSCI

USA

Momentum

Factor

Barclays

Bank

PLC

...............................................

$

4,107,918‌

$

(4,107,918‌)

$

—‌

$

—‌

BofA

Securities,

Inc.

..............................................

6,984,321‌

(6,984,321‌)

—‌

—‌

Citadel

Clearing

LLC

..............................................

3,549,500‌

(3,549,500‌)

—‌

—‌

Citigroup

Global

Markets,

Inc.

........................................

88,781‌

(88,781‌)

—‌

—‌

Goldman

Sachs

&

Co.

LLC

.........................................

96,975‌

(96,356‌)

—‌

619‌

HSBC

Bank

PLC

................................................

3,949,441‌

(3,949,441‌)

—‌

—‌

J.P.

Morgan

Securities

LLC

.........................................

60,204,142‌

(60,204,142‌)

—‌

—‌

Morgan

Stanley

.................................................

75,951‌

(75,951‌)

—‌

—‌

SG

Americas

Securities

LLC

........................................

2,208,875‌

(2,195,800‌)

—‌

13,075‌

UBS

Securities

LLC

..............................................

7,163,594‌

(7,163,594‌)

—‌

—‌

Wells

Fargo

Bank

NA

.............................................

452,828‌

(452,828‌)

—‌

—‌

$

88,882,326‌

$

(88,868,632‌)

$

—‌

$

13,694‌

a

MSCI

USA

Quality

Factor

Barclays

Bank

PLC

...............................................

9,014,275‌

(9,014,275‌)

—‌

—‌

BNP

Paribas

SA

.................................................

81,688‌

(81,688‌)

—‌

—‌

BofA

Securities,

Inc.

..............................................

1,739,808‌

(1,739,808‌)

—‌

—‌

Citadel

Clearing

LLC

..............................................

11,006,857‌

(11,006,857‌)

—‌

—‌

Citigroup

Global

Markets,

Inc.

........................................

20,996,396‌

(20,907,283‌)

—‌

89,113‌

HSBC

Bank

PLC

................................................

33,590,377‌

(33,590,377‌)

—‌

—‌

J.P.

Morgan

Securities

LLC

.........................................

12,730,673‌

(12,634,519‌)

—‌

96,154‌

Jefferies

LLC

...................................................

1,483,230‌

(1,483,230‌)

—‌

—‌

Morgan

Stanley

.................................................

13,154,225‌

(13,154,225‌)

—‌

—‌

RBC

Capital

Markets

LLC

..........................................

68,051,270‌

(68,051,270‌)

—‌

—‌

SG

Americas

Securities

LLC

........................................

6,150,453‌

(6,150,453‌)

—‌

—‌

UBS

AG

......................................................

769,071‌

(769,071‌)

—‌

—‌

UBS

Securities

LLC

..............................................

5,076,295‌

(5,076,295‌)

—‌

—‌

Virtu

Americas

LLC

...............................................

1,625,889‌

(1,625,889‌)

—‌

—‌

Wells

Fargo

Bank

NA

.............................................

518,656‌

(518,656‌)

—‌

—‌

Wells

Fargo

Securities

LLC

.........................................

74,191‌

(74,191‌)

—‌

—‌

$

186,063,354‌

$

(185,878,087‌)

$

—‌

$

185,267‌

a

MSCI

USA

Size

Factor

Barclays

Bank

PLC

...............................................

1,076,931‌

(1,076,931‌)

—‌

—‌

Barclays

Capital,

Inc.

.............................................

364,068‌

(364,068‌)

—‌

—‌

BNP

Paribas

SA

.................................................

431,543‌

(429,353‌)

—‌

2,190‌

BofA

Securities,

Inc.

..............................................

2,104,359‌

(2,104,359‌)

—‌

—‌

Citigroup

Global

Markets,

Inc.

........................................

1,098,197‌

(1,095,136‌)

—‌

3,061‌

Goldman

Sachs

&

Co.

LLC

.........................................

5,535,837‌

(5,535,837‌)

—‌

—‌

HSBC

Bank

PLC

................................................

1,599,693‌

(1,599,693‌)

—‌

—‌

J.P.

Morgan

Securities

LLC

.........................................

683,920‌

(683,920‌)

—‌

—‌

Morgan

Stanley

.................................................

1,424,186‌

(1,424,186‌)

—‌

—‌

UBS

AG

......................................................

79,666‌

(79,666‌)

—‌

—‌

UBS

Securities

LLC

..............................................

512,947‌

(503,867‌)

—‌

9,080‌

$

14,911,347‌

$

(14,897,016‌)

$

—‌

$

14,331‌

a

Notes

to

Financial

Statements

(continued)

46

2023

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. 

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.

iShares

ETF

and

Counterparty

Securities

Loaned

at

Value

Cash

Collateral

Received

(a)

Non-Cash

Collateral

Received,

at

Fair

Value

(a)

Net

Amount

(b)

MSCI

USA

Value

Factor

Barclays

Bank

PLC

...............................................

$

1,173,686‌

$

(1,173,686‌)

$

—‌

$

—‌

BMO

Capital

Markets

Corp.

.........................................

171,542‌

(171,214‌)

—‌

328‌

BNP

Paribas

SA

.................................................

629,815‌

(629,815‌)

—‌

—‌

Goldman

Sachs

&

Co.

LLC

.........................................

2,801,500‌

(2,782,545‌)

—‌

18,955‌

J.P.

Morgan

Securities

LLC

.........................................

833,238‌

(833,238‌)

—‌

—‌

Morgan

Stanley

.................................................

14,829,222‌

(14,829,222‌)

—‌

—‌

RBC

Capital

Markets

LLC

..........................................

6,140,672‌

(6,101,969‌)

—‌

38,703‌

Scotia

Capital

(USA),

Inc.

..........................................

5,540,115‌

(5,540,115‌)

—‌

—‌

UBS

AG

......................................................

514,890‌

(514,890‌)

—‌

—‌

Virtu

Americas

LLC

...............................................

553,350‌

(553,350‌)

—‌

—‌

$

33,188,030‌

$

(33,130,044‌)

$

—‌

$

57,986‌

a

(a)

Collateral

received,

if

any,

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

Funds’

Statements

of

Assets

and

Liabilities.

(b)

The

market

value

of

the

loaned

securities

is

determined

as

of

July

31,

2023.

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

the

counterparty.

iShares

ETF

Investment

Advisory

Fees

MSCI

USA

Momentum

Factor

.

.

.

.

.

.

.

.

.

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.

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.

.

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.

.

0.15%

MSCI

USA

Quality

Factor

.

.

.

.

.

.

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0.15

MSCI

USA

Size

Factor

.

.

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.

.

.

.

.

0.15

MSCI

USA

Value

Factor

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

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.

.

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0.15

Notes

to

Financial

Statements

(

continued)

47

Notes

to

Financial

Statements

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.

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.

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,

2023,

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,

2023,

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,

2023,

purchases

and

sales

of

investments,

excluding

short-term

securities

and

in-kind

transactions,

were

as

follows:

iShares

ETF

Amounts

MSCI

USA

Momentum

Factor

...........................................................................................

$

63,158

‌

MSCI

USA

Quality

Factor

..............................................................................................

262,990

‌

MSCI

USA

Size

Factor

................................................................................................

43,287

‌

MSCI

USA

Value

Factor

...............................................................................................

65,303

‌

iShares

ETF

Purchases

Sales

Net

Realized

Gain

(Loss)

MSCI

USA

Momentum

Factor

.......................................................

$

1,267,118,678

‌

$

1,661,978,510

‌

$

(61,928,327

)

MSCI

USA

Quality

Factor

..........................................................

1,173,392,334

‌

1,558,896,021

‌

(2,274,611

)

MSCI

USA

Size

Factor

............................................................

26,273,436

‌

32,896,428

‌

(4,011,344

)

MSCI

USA

Value

Factor

...........................................................

490,092,647

‌

649,533,137

‌

34,989,103

‌

iShares

ETF

Purchases

Sales

MSCI

USA

Momentum

Factor

.........................................................................

$

11,618,455,851

‌

$

11,644,094,386

‌

MSCI

USA

Quality

Factor

............................................................................

13,255,770,265

‌

13,059,610,949

‌

MSCI

USA

Size

Factor

..............................................................................

69,887,496

‌

69,425,731

‌

MSCI

USA

Value

Factor

.............................................................................

1,704,766,232

‌

1,707,738,147

‌

Notes

to

Financial

Statements

(continued)

48

2023

iShares

Annual

Report

to

Shareholders

For

the year

ended

July

31,

2023,

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,

2023,

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,

2023,

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:

As

of

July

31,

2023,

the

tax

components

of

accumulated

net earnings

(losses)

were

as

follows:

A

fund

may

own

shares

in

certain

foreign

investment

entities,

referred

to,

under

U.S.

tax

law,

as

“passive

foreign

investment

companies.”

Such

fund

may

elect

to

mark-to-

market

annually

the

shares

of

each

passive

foreign

investment

company

and

would

be

required

to

distribute

to

shareholders

any

such

marked-to-market

gains.

iShares

ETF

In-kind

Purchases

In-kind

Sales

MSCI

USA

Momentum

Factor

.........................................................................

$

3,104,850,531

‌

$

4,177,719,333

‌

MSCI

USA

Quality

Factor

............................................................................

11,932,968,725

‌

4,916,821,846

‌

MSCI

USA

Size

Factor

..............................................................................

10,655,376

‌

58,209,705

‌

MSCI

USA

Value

Factor

.............................................................................

383,454,580

‌

2,572,194,492

‌

iShares

ETF

Paid-in

Capital

Accumulated

Earnings

(Loss)

MSCI

USA

Momentum

Factor

.........................................................................

$

229,409,964

‌

$

(229,409,964

)

MSCI

USA

Quality

Factor

............................................................................

1,072,780,854

‌

(1,072,780,854

)

MSCI

USA

Size

Factor

..............................................................................

5,651,783

‌

(5,651,783

)

MSCI

USA

Value

Factor

.............................................................................

72,509,291

‌

(72,509,291

)

iShares

ETF

Year

Ended

07/31/23

Year

Ended

07/31/22

MSCI

USA

Momentum

Factor

Ordinary

income

..........................................................................................

$

232,076,086

‌

$

120,180,940

‌

MSCI

USA

Quality

Factor

Ordinary

income

..........................................................................................

$

325,161,698

‌

$

281,237,239

‌

MSCI

USA

Size

Factor

Ordinary

income

..........................................................................................

$

4,723,437

‌

$

7,036,092

‌

MSCI

USA

Value

Factor

Ordinary

income

..........................................................................................

$

231,097,546

‌

$

379,603,795

‌

iShares

ETF

Undistributed

Ordinary

Income

Non-expiring

Capital

Loss

Carryforwards

(a)

Net

Unrealized

Gains

(Losses)

(b)

Total

MSCI

USA

Momentum

Factor

....................................

$

5,096,035

‌

$

(4,084,116,161

)

$

928,642,991

‌

$

(3,150,377,135

)

MSCI

USA

Quality

Factor

.......................................

35,972,487

‌

(2,395,144,859

)

5,124,324,879

‌

2,765,152,507

‌

MSCI

USA

Size

Factor

.........................................

278,965

‌

(57,475,306

)

(149,397

)

(57,345,738

)

MSCI

USA

Value

Factor

........................................

18,039,654

‌

(736,816,445

)

(640,363,018

)

(1,359,139,809

)

(a)

Amounts

available

to

offset

future

realized

capital

gains.

(b)

The

difference

between

book-basis

and

tax-basis

net

unrealized

gains

(losses)

was

attributable

primarily

to

the

tax

deferral

of

losses

on

wash

sales,

the

realization

for

tax

purposes

of

unrealized

gains

(losses)

on

certain

futures

contracts,

the

realization

for

tax

purposes

of

unrealized

gains

on

investments

in

passive

foreign

investment

companies,

the

characterization

of

corporate

actions

and the

timing

and

recognition

of

realized

gains

(losses)

for

tax

purposes.

Notes

to

Financial

Statements

(

continued)

49

Notes

to

Financial

Statements

As

of

July

31,

2023,

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.

Infectious

Illness

Risk:

An

outbreak

of

an

infectious

illness,

such

as

the

COVID-19

pandemic,

may

adversely

impact

the

economies

of

many

nations

and

the

global

economy

and

may

impact

individual

issuers

and

capital

markets

in

ways

that

cannot

be

foreseen.

An

infectious

illness

outbreak

may

result

in,

among

other

things,

closed

international

borders,

prolonged

quarantines,

supply

chain

disruptions,

market

volatility

or

disruptions

and

other

significant

economic,

social

and

political

impacts.

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

BFA

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.

Geographic/Asset

Class

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.

The

Funds

invest

a

significant

portion

of

their

assets

in securities

of

issuers

located

in

the

United

States.

A

decrease

in

imports

or

exports,

changes

in

trade

regulations,

inflation

and/or

an

economic

recession

in

the

United

States

may

have

a

material

adverse

effect

on

the

U.S.

economy

and

the

securities

listed

on

U.S.

exchanges.

Proposed

and

adopted

policy

and

legislative

changes

in

the

United

States

may

also

have

a

significant

effect

on

U.S.

markets

generally,

as

well

as

on

the

value

of

certain

securities.

Governmental

agencies

project

that

the

United

States

will

continue

to

maintain

elevated

public

debt

levels

for

the

foreseeable

future

which

may

constrain

future

economic

iShares

ETF

Tax

Cost

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

MSCI

USA

Momentum

Factor

.....................................

$

8,274,600,396

‌

$

978,597,762

‌

$

(49,954,771

)

$

928,642,991

‌

MSCI

USA

Quality

Factor

........................................

26,681,480,621

‌

5,574,722,512

‌

(450,397,633

)

5,124,324,879

‌

MSCI

USA

Size

Factor

..........................................

334,912,283

‌

36,572,554

‌

(36,721,951

)

(149,397

)

MSCI

USA

Value

Factor

.........................................

7,591,582,984

‌

462,647,508

‌

(1,103,010,526

)

(640,363,018

)

Notes

to

Financial

Statements

(continued)

50

2023

iShares

Annual

Report

to

Shareholders

growth.

Circumstances

could

arise

that

could

prevent

the

timely

payment

of

interest

or

principal

on

U.S.

government

debt,

such

as

reaching

the

legislative

“debt

ceiling.”

Such

non-payment

would

result

in

substantial

negative

consequences

for

the

U.S.

economy

and

the

global

financial

system.

If

U.S.

relations

with

certain

countries

deteriorate,

it

could

adversely

affect

issuers

that

rely

on

the

United

States

for

trade.

The

United

States

has

also

experienced

increased

internal

unrest

and

discord.

If

these

trends

were

to

continue,

they

may

have

an

adverse

impact

on

the

U.S.

economy

and

the

issuers

in

which

the

Funds

invest.

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.

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

07/31/23

Year

Ended

07/31/22

iShares

ETF

Shares

Amount

Shares

Amount

MSCI

USA

Momentum

Factor

Shares

sold

...............................................

22,150,000

‌

$

3,116,739,507

‌

38,950,000

‌

$

6,845,941,290

‌

Shares

redeemed

...........................................

(30,100,000

)

(4,211,387,194

)

(51,700,000

)

(8,898,909,018

)

(7,950,000

)

$

(1,094,647,687

)

(12,750,000

)

$

(2,052,967,728

)

MSCI

USA

Quality

Factor

Shares

sold

...............................................

99,950,000

‌

$

12,117,158,431

‌

57,000,000

‌

$

7,811,416,753

‌

Shares

redeemed

...........................................

(39,800,000

)

(4,945,595,733

)

(65,600,000

)

(8,757,408,560

)

60,150,000

‌

$

7,171,562,698

‌

(8,600,000

)

$

(945,991,807

)

MSCI

USA

Size

Factor

Shares

sold

...............................................

100,000

‌

$

10,676,106

‌

750,000

‌

$

100,341,016

‌

Shares

redeemed

...........................................

(500,000

)

(58,474,603

)

(3,000,000

)

(389,541,537

)

(400,000

)

$

(47,798,497

)

(2,250,000

)

$

(289,200,521

)

MSCI

USA

Value

Factor

Shares

sold

...............................................

4,100,000

‌

$

384,517,796

‌

30,250,000

‌

$

3,183,847,456

‌

Shares

redeemed

...........................................

(28,150,000

)

(2,580,762,986

)

(87,950,000

)

(9,027,678,196

)

(24,050,000

)

$

(2,196,245,190

)

(57,700,000

)

$

(5,843,830,740

)

Report

of

Independent

Registered

Public

Accounting

Firm

51

Report

of

Independent

Registered

Public

Accounting

Firm

To

the

Board

of

Trustees

of

iShares

Trust

and

Shareholders

of

each

of

the four 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

(four

of

the

funds

constituting

iShares

Trust,

hereafter

collectively

referred

to

as

the

“Funds”)

as

of

July

31,

2023,

the

related

statements

of

operations

for

the

year

ended

July

31,

2023,

the

statements

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

July

31,

2023,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

July

31,

2023

(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,

2023,

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,

2023

and

each

of

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

July

31,

2023

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,

2023

by

correspondence

with

the

custodian,

transfer

agent

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinions.

/s/PricewaterhouseCoopers

LLP

Philadelphia,

Pennsylvania

September

22,

2023

We

have

served

as

the

auditor

of

one

or

more

BlackRock

investment

companies

since

2000.

    iShares

MSCI

USA

Momentum

Factor

ETF

    iShares

MSCI

USA

Quality

Factor

ETF

    iShares

MSCI

USA

Size

Factor

ETF

    iShares

MSCI

USA

Value

Factor

ETF

Important

Tax

Information

(unaudited)

52

2023

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,

2023:

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,

2023:

The

following

percentages,

or

maximum

percentages

allowable

by

law,

of

ordinary

income

distributions

paid

during

the

fiscal

year

ended

July

31,

2023

qualified

for

the

dividends-received

deduction

for

corporate

shareholders:

iShares

ETF

Qualified

Dividend

Income

MSCI

USA

Momentum

Factor

............................................................................................

$

211,805,525‌

MSCI

USA

Quality

Factor

...............................................................................................

331,325,809‌

MSCI

USA

Size

Factor

.................................................................................................

4,367,083‌

MSCI

USA

Value

Factor

................................................................................................

221,937,423‌

iShares

ETF

Qualified

Business

Income

MSCI

USA

Momentum

Factor

............................................................................................

$

1,582,183‌

MSCI

USA

Quality

Factor

...............................................................................................

4,403,874‌

MSCI

USA

Size

Factor

.................................................................................................

200,849‌

MSCI

USA

Value

Factor

................................................................................................

2,218,123‌

iShares

ETF

Dividends-Received

Deduction

MSCI

USA

Momentum

Factor

............................................................................................

100

.00‌

%

MSCI

USA

Quality

Factor

...............................................................................................

97

.23‌

MSCI

USA

Size

Factor

.................................................................................................

83

.34‌

MSCI

USA

Value

Factor

................................................................................................

97

.72‌

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

the

approval

of

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

2,

2023

and

May

15,

2023,

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

7-8,

2023,

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

other

fund(s)

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

any

waivers

and

reimbursements)

for

the

Fund

were

lower

than

the

median

of

the

investment

advisory

fee

rates

and

overall

expenses

(net

of

any

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,

2022,

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

ongoing

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,

including

related

programs

implemented

pursuant

to

regulatory

requirements.

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

2,

2023

meeting

and

throughout

the

year,

and

matters

related

to

BFA’s

portfolio

compliance

program

and

other

compliance

programs

and

services.

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

Board

Review

and

Approval

of

Investment

Advisory

Contract

(continued)

54

2023

iShares

Annual

Report

to

Shareholders

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

(as

discussed

above),

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,

as

applicable

(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

further

considered

other

direct

benefits

that

might

accrue

to

BFA,

including

the

potential

for

reduction

in

the

Fund’s

expenses

that

are

borne

by

BFA

under

the

“all-inclusive”

management

fee

arrangement,

due

in

part

to

the

size

and

scope

of

BFA’s

investment

operations

servicing

the

Fund

(and

other

funds

in

the

iShares

complex)

as

well

as

in

response

to

a

changing

market

environment.

The

Board

also

reviewed

and

considered

information

provided

by

BFA

concerning

authorized

participant

primary

market

order

processing

services

that

are

provided

by

BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

BFA,

and

paid

for

by

authorized

participants

under

the

ETF

Servicing

Platform.

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,

2023

Tailored

Shareholder

Reports

for

Open-End

Mutual

Funds

and

ETFs 

Effective

January

24,

2023,

the

SEC adopted

rule

and

form

amendments

to

require

open-end

mutual

funds

and

ETFs

to

transmit

concise

and

visually

engaging

streamlined

annual

and

semiannual

reports

to

shareholders

that

highlight

key

information.

Other

information,

including

financial

statements,

will

no

longer

appear

in

a

streamlined

shareholder

report

but

must

be

available

online,

delivered

free

of

charge

upon

request,

and

filed

on

a

semiannual

basis

on

Form

N-CSR.

The

rule

and

form

amendments

have

a

compliance

date

of

July

24,

2024.

At

this

time,

management

is

evaluating

the

impact

of

these

amendments

on

the

shareholder

reports

for

the

Funds.

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

Size

Factor

...............

$

1.738690

‌

$

—

‌

$

—

‌

$

1.738690

‌

100

%

—

%

—

%

100

%

Trustee

and

Officer

Information

(unaudited)

56

2023

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

387

funds

as

of

July

31,

2023.

With

the

exception

of

Robert

S.

Kapito,

Salim

Ramji

and

Aaron

Wasserman,

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.

Wasserman

is

c/o

BlackRock,

Inc.,

50

Hudson

Yards,

New

York,

NY

10001.

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

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Trustee

Robert

S.

Kapito

(a)

(1957)

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)

(1970)

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

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Trustee

John

E.

Kerrigan

(1955)

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

(1956)

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

(1954)

Trustee

(since

2017);

Audit

Committee

Chair

(since

2019).

Partner,

KPMG

LLP

(2002-2016);

Director

of

One

Generation

Away

(since

2021).

Director

of

iShares,

Inc.

(since

2017);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2017).

Cecilia

H.

Herbert

(1949)

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),

Investment

Committee

(since

2011)

and

Personnel

Committee

(since

2022);

Member

of

the

Wyoming

State

Investment

Funds

Committee

(since

2022);

Director

of

the

Jackson

Hole

Center

for

the

Arts

(since

2021);

Trustee

of

Forward

Funds

(14

portfolios)

(2009-2018);

Trustee

of

Salient

MF

Trust

(4

portfolios)

(2015-2018).

Director

of

iShares,

Inc.

(since

2005);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011).

Drew

E.

Lawton

(1959)

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);

Director

of

Jackson

Financial

Inc.

(since

2021).

Trustee

and

Officer

Information

(unaudited)

(

continued)

57

Trustee

and

Officer

Information

Officers

Name

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Trustee

John

E.

Martinez

(1961)

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

(1964)

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

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Dominik

Rohé

(1973)

President

(since

2023).

Managing

Director,

BlackRock,

Inc.

(since

2005);

Head

of

Americas

ETF

and

Index

Investments

(since

2023);

Head

of

Latin

America

(2019-2023).

Trent

Walker

(1974)

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.

Aaron

Wasserman

(1974)

Chief

Compliance

Officer

(since

2023).

Managing

Director

of

BlackRock,

Inc.

(since

2018);

Chief

Compliance

Officer

of

the

BlackRock

Multi-Asset

Complex,

the

BlackRock

Fixed-Income

Complex

and

the

Exchange-Traded

Fund

Complex

(since

2023);

Deputy

Chief

Compliance

Officer

for

the

BlackRock

Multi-Asset

Complex,

the

BlackRock

Fixed-Income

Complex

and

the

Exchange-Traded

Funds

Complex

(2014-2023).

Marisa

Rolland

(1980)

Secretary

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2023);

Director,

BlackRock,

Inc.

(2018-2022);

Vice

President,

BlackRock,

Inc.

(2010-2017).

Rachel

Aguirre

(1982)

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

(1976)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2009);

Co-Head

of

Index

Equity

(since

2022).

James

Mauro

(1970)

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

30,

2023,

Dominik

Rohé

replaced

Armando

Senra

as

President.

Effective

July

1,

2023,

Aaron

Wasserman

replaced

Charles

Park

as

Chief

Compliance

Officer.

Independent

Trustees

(

continued

)

General

Information

58

2023

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-718-0723

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.

©2023

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 registrant has not amended the code of ethics and 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, 2023 (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 $115,150 for the fiscal year ended

July 31, 2022

and $122,050 for the fiscal year ended July 31, 2023.

(b)

Audit-Related Fees

– There were no fees billed for the fiscal years end

ed July 31, 2022

and July 31, 2023 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, 2022

and $106,700 for the fiscal year ended July 31, 2023. 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, 2022 and July 31, 2023

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)

Not Applicable

(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, 2022

and $106,700 for the fiscal year ended July 31, 2023.

(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/ Dominik Rohe
Dominik Rohe, President (Principal Executive Officer)
Date:	September 22, 2023
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/ Dominik Rohe
Dominik Rohe, President (Principal Executive Officer)
Date:		September 22, 2023
By: /s/ Trent Walker
Trent Walker, Treasurer and Chief Financial Officer (Principal Financial Officer)
Date:		September 22, 2023