Report of Independent Registered Public Accounting Firm
To the Board of Trustees of iShares Trust and Shareholders of
iShares Cohen & Steers REIT ETF, iShares Core Dividend ETF, iShares
Core Dividend Growth ETF, iShares Core High Dividend ETF, iShares
Core U.S. REIT ETF, iShares Dow Jones U.S. ETF, iShares
Environmentally Aware Real Estate ETF, iShares Global Clean Energy
ETF, iShares Global REIT ETF, iShares International Developed Real
Estate ETF, iShares International Select Dividend ETF, iShares
Morningstar Growth ETF, iShares Morningstar Mid-Cap ETF, iShares
Morningstar Mid-Cap Growth ETF, iShares Morningstar Mid-Cap Value
ETF, iShares Morningstar Small-Cap ETF, iShares Morningstar
Small-Cap Growth ETF, iShares Morningstar Small-Cap Value ETF,
iShares Morningstar U.S. Equity ETF, iShares Morningstar Value ETF,
iShares MSCI KLD 400 Social ETF, iShares MSCI USA ESG Select ETF,
iShares Select Dividend ETF, iShares U.S. Basic Materials ETF,
iShares U.S. Consumer Discretionary ETF, iShares U.S. Consumer
Staples ETF, iShares U.S. Energy ETF, iShares U.S. Financial
Services ETF, iShares U.S. Financials ETF, iShares U.S. Healthcare
ETF, iShares U.S. Industrials ETF, iShares U.S. Technology ETF,
iShares U.S. Transportation ETF and iShares U.S. Utilities ETF
In planning and performing our audits of the financial statements of
the funds listed in Appendix A, (hereafter collectively referred to
as the "Funds") as of and for the periods ended April 30, 2023, in
accordance with the standards of the Public Company Accounting
Oversight Board (United States) (PCAOB), we considered the Funds'
internal control over financial reporting, including controls over
safeguarding securities, as a basis for designing our auditing
procedures for the purpose of expressing our opinion on the
financial statements and to comply with the requirements of Form
N-CEN, but not for the purpose of expressing an opinion on the
effectiveness of the Funds' internal control over financial
reporting. Accordingly, we do not express an opinion on the
effectiveness of the Funds' internal control over financial
reporting.
The management of the Funds is responsible for establishing and
maintaining effective internal control over financial reporting. In
fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related
costs of controls. A company's internal control over financial
reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3)
provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of a
company's assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow management
or employees, in the normal course of performing their assigned
functions, to prevent or detect misstatements on a timely basis. A
material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the company's
annual or interim financial statements will not be prevented or
detected on a timely basis.
Our consideration of the Funds' internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control over financial reporting that might be material
weaknesses under standards established by the PCAOB. However, we
noted no deficiencies in the Funds' internal control over financial
reporting and its operation, including controls over safeguarding
securities, that we consider to be material weaknesses as defined
above as of April 30, 2023.
This report is intended solely for the information and use of the
Board of Trustees of iShares Trust and the Securities and Exchange
Commission and is not intended to be and should not be used by
anyone other than these specified parties.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 21, 2023
Appendix A
iShares Trust
1. iShares Cohen & Steers REIT ETF
2. iShares Core Dividend ETF
3. iShares Core Dividend Growth ETF
4. iShares Core High Dividend ETF
5. iShares Core U.S. REIT ETF
6. iShares Dow Jones U.S. ETF
7. iShares Environmentally Aware Real Estate ETF*
8. iShares Global Clean Energy ETF
9. iShares Global REIT ETF
10. iShares International Developed Real Estate ETF
11. iShares International Select Dividend ETF
12. iShares Morningstar Growth ETF
13. iShares Morningstar Mid-Cap ETF
14. iShares Morningstar Mid-Cap Growth ETF
15. iShares Morningstar Mid-Cap Value ETF
16. iShares Morningstar Small-Cap ETF
17. iShares Morningstar Small-Cap Growth ETF
18. iShares Morningstar Small-Cap Value ETF
19. iShares Morningstar U.S. Equity ETF
20. iShares Morningstar Value ETF
21. iShares MSCI KLD 400 Social ETF
22. iShares MSCI USA ESG Select ETF
23. iShares Select Dividend ETF
24. iShares U.S. Basic Materials ETF
25. iShares U.S. Consumer Discretionary ETF
26. iShares U.S. Consumer Staples ETF
27. iShares U.S. Energy ETF
28. iShares U.S. Financial Services ETF
29. iShares U.S. Financials ETF
30. iShares U.S. Healthcare ETF
31. iShares U.S. Industrials ETF
32. iShares U.S. Technology ETF
33. iShares U.S. Transportation ETF
34. iShares U.S. Utilities ETF
* November 15, 2022 (commencement of operations) to April
30, 2023