UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR/A

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number		811-09102
iShares, Inc.
(Exact name of registrant as specified in charter)
c/o: Citi Fund Services Ohio, Inc. 4400 Easton Way Suite 200 Columbus, Ohio				43219
(Address of principal executive offices)				(Zip code)
The Corporation Trust Incorporated 2405 York Road, Suite 201, Lutherville-Timonium, Maryland 21093
(Name and address of agent for service)
Registrant’s telephone number, including area code:			(415) 670-2000
Date of fiscal year end:	August 31, 2022
Date of reporting period:	August 31, 2022

Item 1.      Reports to Stockholders.

Explanatory Note: The Registrant is filing this amendment to its Form N-CSR for the period ended August 31, 2022, filed with the Securities and Exchange Commission on November 3, 2022 (Accession Number

0001004726-22-000257

). The sole purpose of this amendment is the inclusion of the section entitled “Signatures”, which was inadvertently omitted from the original filing due to an administrative error. Except for such change, this amendment does not amend, update or change any other items or disclosures found in the original Form N-CSR filing.

(a) The Report to Shareholders is attached herewith.

August

31,

2022

iShares,

Inc.

iShares

MSCI

USA

Equal

Weighted

ETF

|

EUSA

|

NYSE

Arca

2022

Annual

Report

Dear

Shareholder,

The

12-month

reporting

period

as

of

August

31,

2022

saw

the

emergence

of

significant

challenges

that

disrupted

the

economic

recovery

and

strong

financial

markets

of

2021.

The

U.S.

economy

shrank

in

the

first

half

of

2022,

ending

the

run

of

robust

growth

that

followed

the

reopening

of

global

economies

and

the

development

of

COVID-19

vaccines.

Changes

in

consumer

spending

patterns

and

a

tight

labor

market

led

to

elevated

inflation,

which

reached

a

40-year

high.

Moreover,

while

the

foremost

effect

of

Russia’s

invasion

of

Ukraine

has

been

a

severe

humanitarian

crisis,

the

ongoing

war

continued

to

present

challenges

for

both

investors

and

policymakers.

Equity

prices

fell

as

interest

rates

rose,

particularly

weighing

on

relatively

high-valuation

growth

stocks

and

economically

sensitive

small-capitalization

stocks.

While

both

large-

and

small-capitalization

U.S.

stocks

fell,

declines

for

small-capitalization

U.S.

stocks

were

steeper.

Both

emerging

market

stocks

and

international

equities

from

developed

markets

fell

significantly,

pressured

by

rising

interest

rates

and

a

strengthening

U.S.

dollar.

The

10-year

U.S.

Treasury

yield

(which

is

inversely

related

to

bond

prices)

rose

notably

during

the

reporting

period

as

investors

reacted

to

higher

inflation

and

attempted

to

anticipate

its

impact

on

future

interest

rate

changes.

The

corporate

bond

market

also

faced

inflationary

headwinds,

and

increasing

uncertainty

led

to

higher

corporate

bond

spreads

(the

difference

in

yield

between

U.S.

Treasuries

and

similarly-dated

corporate

bonds).

The

U.S.

Federal

Reserve

(the

“Fed”),

acknowledging

that

inflation

is

growing

faster

than

expected,

raised

interest

rates

four

times

while

indicating

that

additional

rate

hikes

were

likely.

Furthermore,

the

Fed

wound

down

its

bond-buying

programs

and

began

to

reduce

its

balance

sheet.

As

investors

attempted

to

assess

the

Fed’s

future

trajectory,

the

Fed’s

statements

late

in

the

reporting

period

led

markets

to

believe

that

additional

tightening

is

likely

in

the

near

term.

The

horrific

war

in

Ukraine

has

significantly

clouded

the

outlook

for

the

global

economy,

leading

to

major

volatility

in

energy

and

metals

markets.

Sanctions

on

Russia,

Europe’s

top

energy

supplier,

and

general

wartime

disruption

have

magnified

supply

problems

for

key

commodities.

We

believe

elevated

energy

prices

will

continue

to

exacerbate

inflationary

pressure

while

also

constraining

economic

growth.

Combating

inflation

without

stifling

a

recovery,

while

buffering

against

ongoing

supply

and

price

shocks,

will

be

an

especially

challenging

environment

for

setting

effective

monetary

policy.

Despite

the

likelihood

of

more

rate

increases

on

the

horizon,

we

believe

the

Fed

will

ultimately

err

on

the

side

of

protecting

employment,

even

at

the

expense

of

higher

inflation.

In

the

meantime,

however,

we

are

likely

to

see

a

period

of

slowing

growth

paired

with

relatively

high

inflation.

In

this

environment,

while

we

favor

an

overweight

to

equities

in

the

long-term,

the

market’s

concerns

over

excessive

rate

hikes

from

central

banks

moderate

our

outlook.

Furthermore,

the

energy

shock

and

a

deteriorating

economic

backdrop

in

China

and

Europe

are

likely

to

challenge

corporate

earnings,

so

we

are

underweight

equities

overall

in

the

near

term.

We

take

the

opposite

view

on

credit,

where

higher

spreads

provide

near-term

opportunities,

while

the

likelihood

of

higher

inflation

leads

us

to

take

an

underweight

stance

on

credit

in

the

long

term.

We

believe

that

investment-grade

corporates,

U.K.

gilts,

local-currency

emerging

market

debt,

and

inflation-protected

bonds

(particularly

in

Europe)

offer

strong

opportunities

for

a

six-

to

twelve-month

horizon.

Overall,

our

view

is

that

investors

need

to

think

globally,

extend

their

scope

across

a

broad

array

of

asset

classes,

and

be

nimble

as

market

conditions

change.

We

encourage

you

to

talk

with

your

financial

advisor

and

visit

iShares.com

for

further

insight

about

investing

in

today’s

markets.

Sincerely,

Rob

Kapito

President,

BlackRock,

Inc.

The

Markets

in

Review

Rob

Kapito

President,

BlackRock,

Inc.

Total

Returns

as

of

August

31,

2022

Past

performance

is

not

an

indication

of

future

results.

Index

performance

is

shown

for

illustrative

purposes

only.

You

cannot

invest

directly

in

an

index.

6-Month

12-Month

U.S.

large

cap

equities

(S&P

500

®

Index)

(8.84%)

(11.23%)

U.S.

small

cap

equities

(Russell

2000

®

Index)

(9.31)

(17.88)

International

equities

(MSCI

Europe,

Australasia,

Far

East

Index)

(13.97)

(19.80)

Emerging

market

equities

(MSCI

Emerging

Markets

Index)

(13.30)

(21.80)

3-month

Treasury

bills

(ICE

BofA

3-Month

U.S.

Treasury

Bill

Index)

0.36

0.39

U.S.

Treasury

securities

(ICE

BofA

10-Year

U.S.

Treasury

Index)

(9.71)

(13.27)

U.S.

investment

grade

bonds

(Bloomberg

U.S.

Aggregate

Bond

Index)

(7.76)

(11.52)

Tax-exempt

municipal

bonds

(Bloomberg

Municipal

Bond

Index)

(5.72)

(8.63)

U.S.

high

yield

bonds

(Bloomberg

U.S.

Corporate

High

Yield

2%

Issuer

Capped

Index)

(7.78)

(10.61)

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

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

7

Disclosure

of Expenses

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

7

Schedule

of

Investments

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

8

Financial

Statements:

Statement

of

Assets

and

Liabilities

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

17

Statement

of

Operations

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

18

Statements

of

Changes

in

Net

Assets

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

19

Financial

Highlights

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

20

Notes

to

Financial

Statements

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

21

Report

of

Independent

Registered

Public

Accounting

Firm

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

28

Important

Tax

Information

(Unaudited)

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

29

Board

Review

and

Approval

of

Investment

Advisory

Contract

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

30

Supplemental

Information

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

32

Director

and

Officer

Information

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

34

General

Information

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

36

Glossary

of

Terms

Used

in

this

Report

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

37

Market

Overview

4

2022

iShares

Annual

Report

to

Shareholders

iShares,

Inc.

Domestic

Market

Overview

U.S.

stocks

declined

for

the

12

months

ended

August

31,

2022

(“reporting

period”),

when

the

Russell

3000

®

Index,

a

broad

measure

of

U.S.

equity

market

performance,

returned

-13.28%.

Significant

challenges

emerged

during

the

reporting

period,

including

high

inflation,

rising

interest

rates,

slower

economic

growth,

and

the

impacts

of

Russia’s

invasion

of

Ukraine.

Investors’

expectations

that

interest

rates

are

likely

to

continue

to

rise

in

the

near-term

fueled

pessimism

about

the

economic

outlook.

These

factors

drove

stock

prices

sharply

lower,

leading

to

negative

performance

for

the

reporting

period.

The

U.S.

economy

grew

briskly

over

the

final

half

of

2021,

powered

primarily

by

consumer

spending.

Record-high

personal

savings

rates

allowed

consumers

to

spend

at

an

elevated

level,

releasing

pent-up

demand

for

goods

and

services.

Growth

subsequently

stalled

in

the

first

half

of

2022,

and

the

economy

contracted

amid

lower

inventories

and

faltering

business

investment.

Despite

the

economic

downturn,

economic

indicators

were

mixed,

showing

evidence

of

a

slowdown

in

some

areas

while

others

remained

positive.

Hiring

continued

to

increase

as

businesses

restored

capacity,

and

unemployment

declined

substantially,

falling

to

3.7%

in

August

2022

while

the

number

of

long-

term

unemployed

dropped

below

the

pre-pandemic

level.

Although

high

inflation

negatively

impacted

consumer

sentiment,

which

declined

significantly,

consumer

spending

continued

to

grow.

However,

the

rapid

increase

in

consumer

spending

drove

a

significant

rise

in

inflation.

Supply

chains

for

many

goods

were

disrupted

by

the

pandemic

and

were

unable

to

adapt

quickly

to

the

rapid

rebound

and

shifting

composition

of

demand.

Oil

prices

also

rose

as

demand

increased

and

a

lack

of

investment

constrained

the

supply

of

oil.

The

strong

job

market

led

to

higher

wages,

particularly

for

lower-wage

jobs.

These

factors

drove

prices

higher

in

many

areas

of

the

economy.

Rising

inflation

led

to

a

significant

shift

in

policy

from

the

U.S.

Federal

Reserve

(“the

Fed”).

As

the

reporting

period

began,

the

Fed

was

still

using

accommodative

monetary

policy

to

stimulate

the

economy.

Short-term

interest

rates

were

kept

at

near-zero

levels,

and

the

Fed

used

bond-buying

programs

to

stabilize

debt

markets.

However,

rising

prices

led

the

Fed

to

tighten

monetary

policy

during

the

reporting

period

in

an

attempt

to

prevent

runaway

inflation.

The

Fed

slowed

and

then

ended

its

bond-buying

activities,

finally

reversing

course

as

it

began

to

reduce

its

balance

sheet

in

June

2022.

In

that

environment,

the

U.S.

dollar

rose

relative

to

most

foreign

currencies.

In

March

2022,

the

Fed

began

to

raise

short-term

interest

rates,

followed

by

three

more

increases

for

a

total

of

225

basis

points

(or

2.25%),

the

most

rapid

increase

in

decades.

Interest

rates

rose

significantly

in

response,

leading

to

higher

borrowing

costs

for

businesses.

Late

in

the

reporting

period,

the

Fed

indicated

that

its

continued

efforts

to

counter

inflation

were

likely

to

negatively

affect

the

broader

economy.

The

impact

of

higher

inflation

and

interest

rates

on

equities

varied

substantially.

Growth

stocks,

which

derive

much

of

their

value

from

expectations

of

future

growth,

declined

significantly

more

than

value

stocks.

Russia’s

invasion

of

Ukraine

in

late

February

2022

led

to

considerable

disruptions

to

the

global

economy

and

increased

uncertainty

in

financial

markets,

exacerbating

inflation

and

impacting

U.S.

businesses

with

operations

in

Russia.

The

invasion

was

met

with

widespread

condemnation,

and

many

countries

imposed

sanctions

on

the

Russian

state,

businesses,

and

individuals.

As

Russia

is

a

top

producer

of

both

oil

and

natural

gas,

global

supply

concerns

led

to

sharp

volatility

in

U.S.

energy

markets.

iShares

®

MSCI

USA

Equal

Weighted

ETF

5

Fund

Summary

Fund

Summary

as

of

August

31,

2022

Investment

Objective

The

iShares

MSCI

USA

Equal

Weighted

ETF

(the

“

Fund

”

)

seeks

to

track

the

investment

results

of

an

index

composed

of

equal

weighted

U.S.

equities,

as

represented

by

the

MSCI

USA

Equal

Weighted

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)

Index

performance

through

August

31,

2015

reflects

the

performance

of

the

MSCI

USA

Index.

Index

performance

beginning

on

September

1,

2015

reflects

the

performance

of

the

MSCI

USA

Equal

Weighted

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

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

(13.93

)

%

9.47

%

11.38

%

(13.93

)

%

57.21

%

193.70

%

Fund

Market

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

(13.86

)

9.48

11.38

–

%

(13.86

)

57.29

193.69

Index

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

(13.88

)

9.61

11.52

(13.88

)

58.19

197.65

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(03/01/22)

Ending

Account

Value

(08/31/22)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(03/01/22)

Ending

Account

Value

(08/31/22)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

900.00

‌

$

0.43

‌

$

1,000.00

‌

$

1,024.75

‌

$

0.46

‌

0.09

%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

184/365

(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

August

31,

2022

(continued)

iShares

®

MSCI

USA

Equal

Weighted

ETF

6

2022

iShares

Annual

Report

to

Shareholders

Portfolio

Management

Commentary

U.S.

equal

weighted

stocks

declined

significantly

for

the

reporting

period

amid

high

inflation

and

rising

interest

rates.

The

information

technology

sector

declined

the

most,

as

software

stocks

with

high

valuations

were

particularly

affected

by

the

increase

in

interest

rates.

As

pandemic-related

restrictions

raised

and

more

workers

returned

to

the

office,

demand

slowed

for

software

that

facilitates

online

collaboration.

Stiff

competition

from

other

companies

expanding

into

the

market

for

cloud-based

remote-work

tools

also

weighed

on

the

industry.

Concerns

about

a

maker

of

expense

management

software’s

high

European

exposure

led

to

analyst

downgrades.

The

consumer

discretionary

sector

further

detracted

from

the

Index’s

return.

Profits

in

the

internet

and

direct

marketing

retail

industry

were

pressured

as

new

entrants

in

the

online

furniture

and

housewares

space

reduced

prices

to

increase

market

stock.

Slowing

growth

in

revenues

from

online

sports

betting

weighed

on

the

hotels,

restaurants,

and

leisure

industry,

which

also

declined.

The

healthcare

sector

was

another

detractor

from

the

Index’s

performance,

particularly

the

life

sciences

tools

and

services

industry.

Disruption

from

the

omicron

variant

of

COVID-19

led

to

laboratory

closures,

which

weighed

on

sales

of

lab

equipment.

The

strengthening

U.S.

dollar

pressured

international

sales

revenues

of

teeth-straightening

devices,

negatively

impacting

the

healthcare

equipment

and

supplies

industry.

On

the

upside,

the

energy

sector

benefited

from

higher

prices

for

oil

and

natural

gas

and

increased

demand

as

global

economies

recovered

from

the

pandemic.

While

the

sharp

rise

in

prices

following

Russia’s

invasion

of

Ukraine

moderated

somewhat,

oil

and

gas

prices

still

ended

the

reporting

period

higher

overall.

Higher

prices

drove

increased

earnings

and

cash

flow

in

the

oil,

gas,

and

consumable

fuels

industry,

which

committed

to

new

investments

in

liquefied

natural

gas

projects.

Portfolio

Information

SECTOR

ALLOCATION

Sector

Percent

of

Total

Investments

(a)

Information

Technology

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

18.2‌

%

Financials

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

13.4‌

Industrials

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

13.1‌

Health

Care

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

12.5‌

Consumer

Discretionary

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

10.4‌

Real

Estate

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

6.2‌

Communication

Services

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

5.7‌

Materials

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

5.6‌

Consumer

Staples

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

5.4‌

Utilities

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

5.2‌

Energy

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

4.3‌

a

a

(a)

Excludes

money

market

funds.

TEN

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

Snowflake,

Inc.,

Class

A

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

0.2‌

%

Palo

Alto

Networks,

Inc.

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

0.2‌

APA

Corp.

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

0.2‌

Texas

Pacific

Land

Corp.

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

0.2‌

Pinterest,

Inc.,

Class

A

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

0.2‌

Pioneer

Natural

Resources

Co.

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

0.2‌

Marathon

Oil

Corp.

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

0.2‌

Plug

Power,

Inc.

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

0.2‌

ConocoPhillips

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

0.2‌

Ulta

Beauty,

Inc.

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

0.2‌

      aaa

aa

About

Fund

Performance

7

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

the

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

the

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

example

shown

(which

is

based

on

a

hypothetical

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

through

the

end

of

the

period)

is

intended

to

assist

shareholders

both

in

calculating

expenses

based

on

an

investment

in

the

Fund

and

in

comparing

these

expenses

with

similar

costs

of

investing

in

other

funds.

The

expense

example

provides

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

example

also

provides

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

Fund

and

other

funds,

compare

the

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

The

expenses

shown

in

the

expense

example

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

example

is

useful

in

comparing

ongoing

expenses

only

and

will

not

help

shareholders

determine

the

relative

total

expenses

of

owning

different

funds.

If

these

transactional

expenses

were

included,

shareholder

expenses

would

have

been

higher.

Schedule

of

Investments

August

31,

2022

iShares

®

MSCI

USA

Equal

Weighted

ETF

(Percentages

shown

are

based

on

Net

Assets)

8

2022

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Common

Stocks

Aerospace

&

Defense

 — 1.8%

Boeing

Co.

(The)

(a)

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

4,313

$

691,158

General

Dynamics

Corp.

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

2,907

665,500

HEICO

Corp.

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

1,818

276,881

HEICO

Corp.,

Class

A

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

3,056

374,605

Howmet

Aerospace,

Inc.

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

18,687

662,080

Huntington

Ingalls

Industries,

Inc.

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

2,984

687,096

L3Harris

Technologies,

Inc.

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

2,947

672,476

Lockheed

Martin

Corp.

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

1,597

670,916

Northrop

Grumman

Corp.

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

1,432

684,482

Raytheon

Technologies

Corp.

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

7,523

675,189

Textron,

Inc.

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

10,638

663,598

TransDigm

Group,

Inc.

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

1,088

653,224

7,377,205

a

Air

Freight

&

Logistics

 — 0.6%

CH

Robinson

Worldwide,

Inc.

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

5,999

684,786

Expeditors

International

of

Washington,

Inc.

........

6,555

674,444

FedEx

Corp.

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

3,032

639,176

United

Parcel

Service,

Inc.,

Class

B

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

3,371

655,693

2,654,099

a

Airlines

 — 0.3%

Delta

Air

Lines,

Inc.

(a)

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

21,131

656,540

Southwest

Airlines

Co.

(a)(b)

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

18,549

680,748

1,337,288

a

Auto

Components

 — 0.5%

Aptiv

PLC

(a)

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

6,771

632,614

BorgWarner,

Inc.

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

18,048

680,410

Lear

Corp.

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

4,840

671,018

1,984,042

a

Automobiles

 — 0.8%

Ford

Motor

Co.

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

44,246

674,309

General

Motors

Co.

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

17,698

676,241

Lucid

Group,

Inc.

(a)(b)

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

41,948

643,482

Rivian

Automotive,

Inc.,

Class

A

(a)(b)

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

20,395

667,120

Tesla,

Inc.

(a)

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

2,368

652,645

3,313,797

a

Banks

 — 2.9%

Bank

of

America

Corp.

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

19,803

665,579

Citigroup,

Inc.

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

13,355

651,858

Citizens

Financial

Group,

Inc.

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

18,025

661,157

Fifth

Third

Bancorp

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

19,229

656,670

First

Citizens

BancShares,

Inc.,

Class

A

...........

837

679,610

First

Republic

Bank

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

4,296

652,262

Huntington

Bancshares,

Inc.

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

49,902

668,687

JPMorgan

Chase

&

Co.

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

5,923

673,623

KeyCorp

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

36,405

644,004

M&T

Bank

Corp.

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

3,721

676,403

PNC

Financial

Services

Group,

Inc.

(The)

.........

4,114

650,012

Regions

Financial

Corp.

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

31,089

673,699

Signature

Bank

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

3,699

644,958

SVB

Financial

Group

(a)

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

1,614

656,123

Truist

Financial

Corp.

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

13,878

650,046

U.S.

Bancorp

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

14,454

659,247

Webster

Financial

Corp.

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

14,310

673,285

Wells

Fargo

&

Co.

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

15,493

677,199

11,914,422

a

Beverages

 — 1.1%

Brown-Forman

Corp.,

Class

B,

NVS

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

9,097

661,352

Coca-Cola

Co.

(The)

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

10,781

665,295

Security

Shares

Value

a

Beverages

(continued)

Constellation

Brands,

Inc.,

Class

A

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

2,792

$

686,972

Keurig

Dr

Pepper,

Inc.

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

17,583

670,264

Molson

Coors

Beverage

Co.,

Class

B

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

12,527

647,270

Monster

Beverage

Corp.

(a)

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

7,756

688,965

PepsiCo,

Inc.

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

3,900

671,853

4,691,971

a

Biotechnology

 — 2.3%

AbbVie,

Inc.

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

4,953

665,980

Alnylam

Pharmaceuticals,

Inc.

(a)

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

3,253

672,298

Amgen,

Inc.

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

2,801

673,080

Biogen,

Inc.

(a)

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

3,282

641,237

BioMarin

Pharmaceutical,

Inc.

(a)

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

7,568

675,066

Exact

Sciences

Corp.

(a)

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

19,077

678,187

Gilead

Sciences,

Inc.

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

10,753

682,493

Horizon

Therapeutics

PLC

(a)

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

11,633

688,790

Incyte

Corp.

(a)

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

9,426

663,873

Moderna,

Inc.

(a)

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

4,809

636,087

Neurocrine

Biosciences,

Inc.

(a)

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

6,567

687,105

Regeneron

Pharmaceuticals,

Inc.

(a)

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

1,136

660,084

Seagen,

Inc.

(a)

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

4,093

631,509

Vertex

Pharmaceuticals,

Inc.

(a)

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

2,350

662,136

9,317,925

a

Building

Products

 — 1.6%

A

O

Smith

Corp.

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

11,219

633,312

Allegion

PLC

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

6,600

627,660

Carlisle

Companies,

Inc.

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

2,250

665,235

Carrier

Global

Corp.

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

16,540

647,045

Fortune

Brands

Home

&

Security,

Inc.

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

10,392

638,381

Johnson

Controls

International

PLC

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

12,271

664,352

Lennox

International,

Inc.

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

2,716

652,166

Masco

Corp.

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

12,687

645,388

Owens

Corning

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

7,817

638,883

Trane

Technologies

PLC

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

4,292

661,268

6,473,690

a

Capital

Markets

 — 4.5%

Ameriprise

Financial,

Inc.

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

2,468

661,449

Bank

of

New

York

Mellon

Corp.

(The)

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

16,009

664,854

BlackRock,

Inc.

(c)

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

985

656,394

Blackstone,

Inc.,

NVS

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

6,802

638,980

Carlyle

Group,

Inc.

(The)

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

20,936

681,048

Cboe

Global

Markets,

Inc.

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

5,676

669,598

Charles

Schwab

Corp.

(The)

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

9,513

674,947

CME

Group,

Inc.,

Class

A

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

3,493

683,266

Coinbase

Global,

Inc.,

Class

A

(a)(b)

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

9,487

633,732

FactSet

Research

Systems,

Inc.

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

1,574

682,077

Franklin

Resources,

Inc.

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

25,356

661,031

Goldman

Sachs

Group,

Inc.

(The)

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

2,012

669,332

Intercontinental

Exchange,

Inc.

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

6,441

649,575

Invesco

Ltd.

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

38,819

639,349

KKR

&

Co.,

Inc.

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

12,990

656,774

LPL

Financial

Holdings,

Inc.

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

3,131

692,984

MarketAxess

Holdings,

Inc.

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

2,679

665,973

Moody's

Corp.

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

2,260

643,015

Morgan

Stanley

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

7,806

665,227

MSCI,

Inc.,

Class

A

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

1,468

659,484

Nasdaq,

Inc.

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

11,265

670,605

Northern

Trust

Corp.

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

6,987

664,394

Raymond

James

Financial,

Inc.

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

6,453

673,500

S&P

Global,

Inc.

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

1,849

651,181

SEI

Investments

Co.

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

12,177

666,082

State

Street

Corp.

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

9,724

664,635

T

Rowe

Price

Group,

Inc.

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

5,558

666,960

iShares

®

MSCI

USA

Equal

Weighted

ETF

Schedule

of

Investments

(continued)

August

31,

2022

(Percentages

shown

are

based

on

Net

Assets)

9

Schedule

of

Investments

Security

Shares

Value

a

Capital

Markets

(continued)

Tradeweb

Markets,

Inc.,

Class

A

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

9,626

$

669,873

18,576,319

a

Chemicals

 — 2.9%

Air

Products

and

Chemicals,

Inc.

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

2,664

672,527

Albemarle

Corp.

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

2,602

697,232

Celanese

Corp.

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

6,127

679,239

CF

Industries

Holdings,

Inc.

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

6,789

702,390

Corteva,

Inc.

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

11,456

703,742

Dow,

Inc.

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

12,662

645,762

DuPont

de

Nemours,

Inc.

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

11,617

646,370

Eastman

Chemical

Co.

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

7,125

648,375

Ecolab,

Inc.

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

4,090

670,065

FMC

Corp.

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

6,305

681,444

International

Flavors

&

Fragrances,

Inc.

...........

5,889

650,617

Linde

PLC

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

2,313

654,255

LyondellBasell

Industries

NV,

Class

A

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

7,872

653,376

Mosaic

Co.

(The)

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

13,128

707,205

PPG

Industries,

Inc.

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

5,325

676,169

RPM

International,

Inc.

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

7,468

695,719

Sherwin-Williams

Co.

(The)

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

2,873

666,823

Westlake

Corp.

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

6,714

662,202

12,113,512

a

Commercial

Services

&

Supplies

 — 1.0%

Cintas

Corp.

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

1,610

655,012

Copart,

Inc.

(a)

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

5,479

655,562

Republic

Services,

Inc.

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

4,798

684,771

Rollins,

Inc.

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

19,248

649,812

Waste

Connections,

Inc.

(b)

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

4,953

689,359

Waste

Management,

Inc.

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

4,031

681,360

4,015,876

a

Communications

Equipment

 — 0.8%

Arista

Networks,

Inc.

(a)

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

5,405

647,951

Cisco

Systems,

Inc.

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

14,428

645,220

F5,

Inc.

(a)

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

4,096

643,318

Juniper

Networks,

Inc.

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

23,633

671,650

Motorola

Solutions,

Inc.

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

2,774

675,219

3,283,358

a

Construction

&

Engineering

 — 0.2%

Quanta

Services,

Inc.

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

4,947

699,011

a

Construction

Materials

 — 0.3%

Martin

Marietta

Materials,

Inc.

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

1,924

668,994

Vulcan

Materials

Co.

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

4,000

665,960

1,334,954

a

Consumer

Finance

 — 0.8%

Ally

Financial,

Inc.

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

19,984

663,469

American

Express

Co.

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

4,331

658,312

Capital

One

Financial

Corp.

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

6,262

662,645

Discover

Financial

Services

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

6,572

660,420

Synchrony

Financial

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

20,479

670,687

3,315,533

a

Containers

&

Packaging

 — 1.3%

Amcor

PLC

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

56,300

676,163

Avery

Dennison

Corp.

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

3,566

654,789

Ball

Corp.

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

11,349

633,388

Crown

Holdings,

Inc.

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

7,128

645,726

International

Paper

Co.

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

16,119

670,873

Packaging

Corp.

of

America

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

4,908

672,003

Sealed

Air

Corp.

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

12,232

658,204

Security

Shares

Value

a

Containers

&

Packaging

(continued)

Westrock

Co.

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

16,894

$

685,727

5,296,873

a

Distributors

 — 0.5%

Genuine

Parts

Co.

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

4,396

685,820

LKQ

Corp.

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

12,531

666,900

Pool

Corp.

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

1,847

626,484

1,979,204

a

Diversified

Financial

Services

 — 0.5%

Apollo

Global

Management,

Inc.

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

12,087

671,795

Berkshire

Hathaway,

Inc.,

Class

B

(a)

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

2,364

663,811

Equitable

Holdings,

Inc.

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

22,462

668,245

2,003,851

a

Diversified

Telecommunication

Services

 — 0.6%

AT&T,

Inc.

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

38,124

668,695

Liberty

Global

PLC,

Class

A

(a)(b)

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

11,100

224,220

Liberty

Global

PLC,

Class

C,

NVS

(a)

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

21,185

451,452

Lumen

Technologies,

Inc.

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

63,528

632,739

Verizon

Communications,

Inc.

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

15,818

661,351

2,638,457

a

Electric

Utilities

 — 2.6%

Alliant

Energy

Corp.

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

10,972

669,731

American

Electric

Power

Co.,

Inc.

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

6,672

668,534

Constellation

Energy

Corp.

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

8,692

709,180

Duke

Energy

Corp.

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

6,205

663,377

Edison

International

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

9,821

665,569

Entergy

Corp.

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

5,776

665,973

Evergy,

Inc.

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

9,907

678,927

Eversource

Energy

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

7,504

673,034

Exelon

Corp.

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

15,228

668,661

FirstEnergy

Corp.

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

17,025

673,339

NextEra

Energy,

Inc.

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

7,832

666,190

NRG

Energy,

Inc.

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

16,359

675,299

PG&E

Corp.

(a)(b)

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

57,924

714,203

PPL

Corp.

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

22,805

663,169

Southern

Co.

(The)

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

8,765

675,519

Xcel

Energy,

Inc.

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

9,132

678,051

10,808,756

a

Electrical

Equipment

 — 1.1%

AMETEK,

Inc.

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

5,451

654,992

Eaton

Corp.

PLC

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

4,658

636,469

Emerson

Electric

Co.

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

7,953

650,078

Generac

Holdings,

Inc.

(a)

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

2,745

605,026

Plug

Power,

Inc.

(a)(b)

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

26,198

734,592

Rockwell

Automation,

Inc.

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

2,793

661,773

Sensata

Technologies

Holding

PLC

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

15,998

644,400

4,587,330

a

Electronic

Equipment,

Instruments

&

Components

 — 1.6%

Amphenol

Corp.,

Class

A

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

8,870

652,211

Arrow

Electronics,

Inc.

(a)

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

6,234

653,385

CDW

Corp.

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

3,730

636,711

Cognex

Corp.

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

15,261

642,641

Corning,

Inc.

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

19,415

666,323

Keysight

Technologies,

Inc.

(a)

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

3,987

653,429

TE

Connectivity

Ltd.

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

5,210

657,554

Teledyne

Technologies,

Inc.

(a)

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

1,769

651,629

Trimble,

Inc.

(a)

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

10,036

634,777

Zebra

Technologies

Corp.,

Class

A

(a)

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

2,139

645,208

6,493,868

a

Schedule

of

Investments

(continued)

August

31,

2022

iShares

®

MSCI

USA

Equal

Weighted

ETF

(Percentages

shown

are

based

on

Net

Assets)

10

2022

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Energy

Equipment

&

Services

 — 0.5%

Baker

Hughes

Co.,

Class

A

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

27,926

$

705,411

Halliburton

Co.

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

23,907

720,318

Schlumberger

NV

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

18,928

722,103

2,147,832

a

Entertainment

 — 1.7%

Activision

Blizzard,

Inc.

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

8,753

687,023

AMC

Entertainment

Holdings,

Inc.,

Class

A

(a)(b)

......

39,141

356,966

Electronic

Arts,

Inc.

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

5,385

683,195

Liberty

Media

Corp.-Liberty

Formula

One,

Class

C,

NVS

(a)

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

10,205

649,854

Live

Nation

Entertainment,

Inc.

(a)(b)

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

7,453

673,453

Netflix,

Inc.

(a)

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

2,914

651,454

ROBLOX

Corp.,

Class

A

(a)

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

16,463

643,868

Roku,

Inc.,

Class

A

(a)(b)

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

9,476

644,368

Take-Two

Interactive

Software,

Inc.

(a)

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

5,500

674,080

Walt

Disney

Co.

(The)

(a)

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

5,848

655,444

Warner

Bros

Discovery,

Inc.

(a)(b)

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

51,174

677,544

6,997,249

a

Equity

Real

Estate

Investment

Trusts

(REITs)

 — 5.9%

Alexandria

Real

Estate

Equities,

Inc.

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

4,307

660,694

American

Homes

4

Rent,

Class

A

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

18,682

664,332

American

Tower

Corp.

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

2,560

650,368

AvalonBay

Communities,

Inc.

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

3,268

656,574

Boston

Properties,

Inc.

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

8,137

646,322

Camden

Property

Trust

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

4,938

634,582

Crown

Castle,

Inc.

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

3,900

666,237

Digital

Realty

Trust,

Inc.

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

5,390

666,366

Duke

Realty

Corp.

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

11,067

651,293

Equinix,

Inc.

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

1,008

662,629

Equity

LifeStyle

Properties,

Inc.

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

9,254

648,705

Equity

Residential

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

8,953

655,181

Essex

Property

Trust,

Inc.

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

2,423

642,240

Extra

Space

Storage,

Inc.

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

3,320

659,784

Gaming

and

Leisure

Properties,

Inc.

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

13,445

648,990

Healthcare

Realty

Trust,

Inc.,

Class

A

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

26,325

640,224

Healthpeak

Properties,

Inc.

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

25,256

662,970

Host

Hotels

&

Resorts,

Inc.

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

37,413

664,829

Invitation

Homes,

Inc.

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

18,118

657,321

Iron

Mountain,

Inc.

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

12,803

673,566

Kimco

Realty

Corp.

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

30,912

651,625

Medical

Properties

Trust,

Inc.

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

44,052

643,600

Mid-America

Apartment

Communities,

Inc.

.........

3,830

634,516

Prologis,

Inc.

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

5,240

652,432

Public

Storage

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

2,000

661,660

Realty

Income

Corp.

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

9,637

658,014

Regency

Centers

Corp.

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

10,841

659,566

SBA

Communications

Corp.,

Class

A

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

2,040

663,510

Simon

Property

Group,

Inc.

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

6,329

645,431

Sun

Communities,

Inc.

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

4,173

641,432

UDR,

Inc.

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

14,389

645,634

Ventas,

Inc.

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

14,366

687,557

VICI

Properties,

Inc.

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

20,295

669,532

Vornado

Realty

Trust

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

24,312

637,461

Welltower,

Inc.

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

8,829

676,743

Weyerhaeuser

Co.

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

19,409

663,011

WP

Carey,

Inc.

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

7,984

670,896

24,275,827

a

Food

&

Staples

Retailing

 — 0.8%

Costco

Wholesale

Corp.

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

1,267

661,501

Kroger

Co.

(The)

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

14,194

680,460

Sysco

Corp.

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

8,106

666,475

Walgreens

Boots

Alliance,

Inc.

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

18,384

644,543

Security

Shares

Value

a

Food

&

Staples

Retailing

(continued)

Walmart,

Inc.

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

5,128

$

679,717

3,332,696

a

Food

Products

 — 2.1%

Archer-Daniels-Midland

Co.

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

8,055

707,954

Bunge

Ltd.

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

7,025

696,669

Campbell

Soup

Co.

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

13,694

689,904

Conagra

Brands,

Inc.

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

19,848

682,374

General

Mills,

Inc.

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

9,011

692,045

Hershey

Co.

(The)

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

3,013

676,931

Hormel

Foods

Corp.

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

13,821

694,920

JM

Smucker

Co.

(The)

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

5,027

703,730

Kellogg

Co.

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

9,164

666,589

Kraft

Heinz

Co.

(The)

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

18,236

682,026

McCormick

&

Co.,

Inc.,

NVS

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

7,656

643,640

Mondelez

International,

Inc.,

Class

A

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

10,745

664,686

Tyson

Foods,

Inc.,

Class

A

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

8,595

647,891

8,849,359

a

Gas

Utilities

 — 0.3%

Atmos

Energy

Corp.

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

5,930

672,343

UGI

Corp.

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

16,972

670,394

1,342,737

a

Health

Care

Equipment

&

Supplies

 — 3.5%

Abbott

Laboratories

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

6,384

655,318

ABIOMED,

Inc.

(a)

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

2,596

673,091

Align

Technology,

Inc.

(a)

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

2,604

634,595

Baxter

International,

Inc.

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

11,471

659,124

Becton

Dickinson

and

Co.

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

2,656

670,427

Boston

Scientific

Corp.

(a)

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

16,733

674,507

Cooper

Companies,

Inc.

(The)

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

2,177

625,757

Dentsply

Sirona,

Inc.

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

19,637

643,504

Dexcom,

Inc.

(a)

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

8,255

678,643

Edwards

Lifesciences

Corp.

(a)

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

7,130

642,413

Hologic,

Inc.

(a)

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

9,832

664,250

IDEXX

Laboratories,

Inc.

(a)

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

1,880

653,526

Insulet

Corp.

(a)(b)

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

2,627

671,120

Intuitive

Surgical,

Inc.

(a)

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

3,126

643,143

Masimo

Corp.

(a)

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

4,512

662,768

Medtronic

PLC

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

7,396

650,256

Novocure

Ltd.

(a)(b)

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

8,866

728,165

ResMed,

Inc.

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

3,009

661,739

STERIS

PLC

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

3,348

674,220

Stryker

Corp.

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

3,221

660,949

Teleflex,

Inc.

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

2,901

656,380

Zimmer

Biomet

Holdings,

Inc.

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

6,205

659,716

14,543,611

a

Health

Care

Providers

&

Services

 — 2.6%

AmerisourceBergen

Corp.

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

4,622

677,400

Cardinal

Health,

Inc.

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

10,149

717,737

Centene

Corp.

(a)

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

7,251

650,705

Cigna

Corp.

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

2,399

679,996

CVS

Health

Corp.

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

6,753

662,807

DaVita,

Inc.

(a)(b)

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

7,538

642,916

Elevance

Health,

Inc.

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

1,395

676,728

HCA

Healthcare,

Inc.

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

3,273

647,628

Henry

Schein,

Inc.

(a)

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

9,195

675,005

Humana,

Inc.

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

1,406

677,383

Laboratory

Corp.

of

America

Holdings

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

2,818

634,811

McKesson

Corp.

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

1,894

695,098

Molina

Healthcare,

Inc.

(a)

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

2,118

714,550

Quest

Diagnostics,

Inc.

(b)

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

5,186

649,858

UnitedHealth

Group,

Inc.

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

1,281

665,262

iShares

®

MSCI

USA

Equal

Weighted

ETF

Schedule

of

Investments

(continued)

August

31,

2022

(Percentages

shown

are

based

on

Net

Assets)

11

Schedule

of

Investments

Security

Shares

Value

a

Health

Care

Providers

&

Services

(continued)

Universal

Health

Services,

Inc.,

Class

B

..........

6,507

$

636,645

10,704,529

a

Health

Care

Technology

 — 0.3%

Teladoc

Health,

Inc.

(a)(b)

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

21,356

663,317

Veeva

Systems,

Inc.,

Class

A

(a)

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

3,205

638,821

1,302,138

a

Hotels,

Restaurants

&

Leisure

 — 3.1%

Airbnb,

Inc.,

Class

A

(a)(b)

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

6,123

692,634

Aramark

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

18,702

667,849

Booking

Holdings,

Inc.

(a)

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

337

632,148

Caesars

Entertainment,

Inc.

(a)

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

15,042

648,611

Carnival

Corp.

(a)

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

71,188

673,439

Chipotle

Mexican

Grill,

Inc.

(a)

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

420

670,656

Darden

Restaurants,

Inc.

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

5,444

673,477

Domino's

Pizza,

Inc.

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

1,734

644,805

Expedia

Group,

Inc.

(a)

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

6,459

663,016

Hilton

Worldwide

Holdings,

Inc.

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

5,186

660,489

Las

Vegas

Sands

Corp.

(a)

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

18,672

702,627

Marriott

International,

Inc.,

Class

A

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

4,354

669,384

McDonald's

Corp.

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

2,636

665,010

MGM

Resorts

International

(b)

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

20,231

660,340

Royal

Caribbean

Cruises

Ltd.

(a)

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

17,721

723,903

Starbucks

Corp.

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

8,084

679,622

Vail

Resorts,

Inc.

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

2,949

662,581

Wynn

Resorts

Ltd.

(a)(b)

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

11,035

668,611

Yum!

Brands,

Inc.

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

6,009

668,441

12,727,643

a

Household

Durables

 — 1.3%

DR

Horton,

Inc.

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

9,459

673,008

Garmin

Ltd.

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

7,234

640,137

Lennar

Corp.,

Class

A

(b)

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

8,381

649,108

Mohawk

Industries,

Inc.

(a)

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

5,942

655,759

Newell

Brands,

Inc.

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

33,593

599,635

NVR,

Inc.

(a)

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

164

678,970

PulteGroup,

Inc.

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

16,607

675,241

Whirlpool

Corp.

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

4,176

653,961

5,225,819

a

Household

Products

 — 0.8%

Church

&

Dwight

Co.,

Inc.

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

7,921

663,067

Clorox

Co.

(The)

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

4,720

681,285

Colgate-Palmolive

Co.

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

8,438

659,936

Kimberly-Clark

Corp.

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

5,117

652,520

Procter

&

Gamble

Co.

(The)

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

4,693

647,352

3,304,160

a

Independent

Power

and

Renewable

Electricity

Producers

 — 0.3%

AES

Corp.

(The)

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

27,468

699,061

Vistra

Corp.

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

27,827

688,718

1,387,779

a

Industrial

Conglomerates

 — 0.5%

3M

Co.

(b)

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

4,839

601,730

General

Electric

Co.

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

9,040

663,897

Honeywell

International,

Inc.

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

3,486

660,074

1,925,701

a

Insurance

 — 4.5%

Aflac,

Inc.

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

11,034

655,640

Alleghany

Corp.

(a)

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

834

701,544

Allstate

Corp.

(The)

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

5,396

650,218

American

Financial

Group,

Inc.

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

5,201

664,064

American

International

Group,

Inc.

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

12,524

648,117

Security

Shares

Value

a

Insurance

(continued)

Aon

PLC,

Class

A

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

2,343

$

654,306

Arch

Capital

Group

Ltd.

(a)

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

14,861

679,445

Arthur

J

Gallagher

&

Co.

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

3,684

668,904

Assurant,

Inc.

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

4,089

648,066

Brown

&

Brown,

Inc.

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

10,445

658,453

Chubb

Ltd.

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

3,503

662,242

Cincinnati

Financial

Corp.

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

6,764

655,837

Erie

Indemnity

Co.,

Class

A,

NVS

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

3,178

683,047

Everest

Re

Group

Ltd.

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

2,496

671,549

Fidelity

National

Financial,

Inc.

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

17,230

673,693

Globe

Life,

Inc.

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

6,758

656,810

Hartford

Financial

Services

Group,

Inc.

(The)

.......

10,211

656,669

Lincoln

National

Corp.

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

14,203

654,190

Loews

Corp.

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

12,064

667,260

Markel

Corp.

(a)

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

562

671,090

Marsh

&

McLennan

Companies,

Inc.

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

4,090

660,003

MetLife,

Inc.

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

10,426

670,705

Principal

Financial

Group,

Inc.

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

8,991

672,167

Progressive

Corp.

(The)

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

5,512

676,047

Prudential

Financial,

Inc.

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

6,795

650,621

Travelers

Companies,

Inc.

(The)

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

4,070

657,875

W

R

Berkley

Corp.

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

10,395

673,596

Willis

Towers

Watson

PLC

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

3,249

671,991

18,614,149

a

Interactive

Media

&

Services

 — 1.3%

Alphabet,

Inc.,

Class

A

(a)

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

3,096

335,049

Alphabet,

Inc.,

Class

C,

NVS

(a)

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

2,884

314,789

IAC,

Inc.

(a)

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

10,136

651,441

Match

Group,

Inc.

(a)

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

11,356

641,955

Meta

Platforms,

Inc.,

Class

A

(a)

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

4,183

681,536

Pinterest,

Inc.,

Class

A

(a)

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

32,275

743,616

Snap,

Inc.,

Class

A,

NVS

(a)

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

60,780

661,286

Twitter,

Inc.

(a)

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

15,972

618,915

ZoomInfo

Technologies,

Inc.

(a)(b)

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

14,238

646,690

5,295,277

a

Internet

&

Direct

Marketing

Retail

 — 1.1%

Amazon.com,

Inc.

(a)

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

5,083

644,372

Chewy,

Inc.,

Class

A

(a)(b)

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

16,424

563,836

DoorDash,

Inc.,

Class

A

(a)

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

10,811

647,579

eBay,

Inc.

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

14,927

658,728

Etsy,

Inc.

(a)

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

6,566

693,435

MercadoLibre,

Inc.

(a)(b)

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

772

660,338

Wayfair,

Inc.,

Class

A

(a)(b)

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

12,325

649,651

4,517,939

a

IT

Services

 — 4.4%

Accenture

PLC,

Class

A

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

2,228

642,689

Affirm

Holdings,

Inc.,

Class

A

(a)(b)

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

22,724

532,423

Akamai

Technologies,

Inc.

(a)(b)

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

7,241

653,718

Automatic

Data

Processing,

Inc.

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

2,704

660,885

Block,

Inc.,

Class

A

(a)

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

9,449

651,131

Broadridge

Financial

Solutions,

Inc.

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

3,991

683,139

Cloudflare,

Inc.,

Class

A

(a)

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

10,253

641,530

Cognizant

Technology

Solutions

Corp.,

Class

A

......

10,242

646,987

EPAM

Systems,

Inc.

(a)(b)

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

1,588

677,282

Fidelity

National

Information

Services,

Inc.

.........

7,019

641,326

Fiserv,

Inc.

(a)

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

6,418

649,437

FleetCor

Technologies,

Inc.

(a)

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

2,989

635,252

Gartner,

Inc.

(a)

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

2,281

650,815

Global

Payments,

Inc.

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

5,290

657,177

GoDaddy,

Inc.,

Class

A

(a)

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

8,666

657,056

International

Business

Machines

Corp.

...........

5,096

654,581

Jack

Henry

&

Associates,

Inc.

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

3,440

661,168

Schedule

of

Investments

(continued)

August

31,

2022

iShares

®

MSCI

USA

Equal

Weighted

ETF

(Percentages

shown

are

based

on

Net

Assets)

12

2022

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

IT

Services

(continued)

Mastercard,

Inc.,

Class

A

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

1,983

$

643,226

MongoDB,

Inc.,

Class

A

(a)

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

2,084

672,840

Okta,

Inc.,

Class

A

(a)

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

7,303

667,494

Paychex,

Inc.

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

5,073

625,704

PayPal

Holdings,

Inc.

(a)

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

7,277

679,963

Snowflake,

Inc.,

Class

A

(a)

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

4,564

825,856

SS&C

Technologies

Holdings,

Inc.

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

11,505

641,519

Twilio,

Inc.,

Class

A

(a)

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

9,240

642,919

VeriSign,

Inc.

(a)

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

3,487

635,401

Visa,

Inc.,

Class

A

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

3,301

655,942

Western

Union

Co.

(The)

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

42,765

633,777

18,321,237

a

Leisure

Products

 — 0.2%

Hasbro,

Inc.

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

8,365

659,329

a

Life

Sciences

Tools

&

Services

 — 2.1%

Agilent

Technologies,

Inc.

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

5,106

654,845

Avantor,

Inc.

(a)

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

26,464

659,218

Bio-Rad

Laboratories,

Inc.,

Class

A

(a)

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

1,377

667,900

Bio-Techne

Corp.

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

1,980

656,984

Charles

River

Laboratories

International,

Inc.

(a)

......

3,229

662,752

Danaher

Corp.

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

2,403

648,594

Illumina,

Inc.

(a)

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

3,465

698,683

IQVIA

Holdings,

Inc.

(a)

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

2,940

625,220

Mettler-Toledo

International,

Inc.

(a)

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

527

638,966

PerkinElmer,

Inc.

(b)

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

4,841

653,826

Thermo

Fisher

Scientific,

Inc.

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

1,200

654,384

Waters

Corp.

(a)

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

2,142

639,601

West

Pharmaceutical

Services,

Inc.

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

2,186

648,564

8,509,537

a

Machinery

 — 2.7%

Caterpillar,

Inc.

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

3,592

663,478

Cummins,

Inc.

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

3,074

662,047

Deere

&

Co.

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

1,901

694,340

Dover

Corp.

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

5,101

637,421

Fortive

Corp.

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

10,400

658,632

IDEX

Corp.

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

3,260

655,945

Illinois

Tool

Works,

Inc.

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

3,293

641,575

Ingersoll

Rand,

Inc.

(b)

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

13,559

642,290

Nordson

Corp.

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

2,876

653,341

Otis

Worldwide

Corp.

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

8,848

639,003

PACCAR,

Inc.

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

7,553

660,963

Parker-Hannifin

Corp.

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

2,376

629,640

Pentair

PLC

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

14,229

633,190

Snap-on,

Inc.

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

3,053

665,127

Stanley

Black

&

Decker,

Inc.

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

7,098

625,334

Westinghouse

Air

Brake

Technologies

Corp.

........

7,510

658,251

Xylem,

Inc.

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

7,059

643,075

11,063,652

a

Media

 — 1.9%

Cable

One,

Inc.

(b)

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

527

598,145

Charter

Communications,

Inc.,

Class

A

(a)

..........

1,546

637,926

Comcast

Corp.,

Class

A

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

18,165

657,391

DISH

Network

Corp.,

Class

A

(a)

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

38,207

662,891

Fox

Corp.,

Class

A,

NVS

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

13,705

468,437

Fox

Corp.,

Class

B

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

6,492

205,277

Interpublic

Group

of

Companies,

Inc.

(The)

........

23,289

643,708

Liberty

Broadband

Corp.,

Class

C,

NVS

(a)

.........

6,140

624,438

Liberty

Media

Corp.-Liberty

SiriusXM,

Class

A

(a)(b)

....

5,129

213,059

Liberty

Media

Corp.-Liberty

SiriusXM,

Class

C,

NVS

(a)

.

11,270

466,127

News

Corp.,

Class

A,

NVS

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

39,253

664,161

Omnicom

Group,

Inc.

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

9,693

648,462

Security

Shares

Value

a

Media

(continued)

Paramount

Global,

Class

B,

NVS

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

27,128

$

634,524

Sirius

XM

Holdings,

Inc.

(b)

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

109,785

668,591

7,793,137

a

Metals

&

Mining

 — 1.0%

Alcoa

Corp.

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

13,774

681,537

Cleveland-Cliffs,

Inc.

(a)

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

39,495

682,079

Freeport-McMoRan,

Inc.

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

23,075

683,020

Newmont

Corp.

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

16,141

667,592

Nucor

Corp.

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

5,085

676,000

Steel

Dynamics,

Inc.

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

8,590

693,385

4,083,613

a

Mortgage

Real

Estate

Investment

 — 0.2%

Annaly

Capital

Management,

Inc.

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

105,386

679,740

a

Multiline

Retail

 — 0.5%

Dollar

General

Corp.

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

2,768

657,179

Dollar

Tree,

Inc.

(a)

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

4,190

568,499

Target

Corp.

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

4,206

674,390

1,900,068

a

Multi-Utilities

 — 1.6%

Ameren

Corp.

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

7,186

665,567

CenterPoint

Energy,

Inc.

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

21,551

679,503

CMS

Energy

Corp.

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

9,904

668,916

Consolidated

Edison,

Inc.

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

6,969

681,150

Dominion

Energy,

Inc.

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

8,206

671,251

DTE

Energy

Co.

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

5,159

672,424

NiSource,

Inc.

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

22,277

657,394

Public

Service

Enterprise

Group,

Inc.

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

10,124

651,581

Sempra

Energy

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

4,132

681,656

WEC

Energy

Group,

Inc.

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

6,524

672,886

6,702,328

a

Oil,

Gas

&

Consumable

Fuels

 — 3.8%

APA

Corp.

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

19,436

760,142

Cheniere

Energy,

Inc.

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

4,236

678,522

Chevron

Corp.

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

4,456

704,315

ConocoPhillips

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

6,683

731,454

Coterra

Energy,

Inc.

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

23,189

716,772

Devon

Energy

Corp.

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

10,256

724,279

Diamondback

Energy,

Inc.

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

5,389

718,246

EOG

Resources,

Inc.

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

5,917

717,732

EQT

Corp.

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

14,730

704,094

Exxon

Mobil

Corp.

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

7,468

713,866

Hess

Corp.

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

6,024

727,579

Kinder

Morgan,

Inc.,

Class

P

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

37,533

687,605

Marathon

Oil

Corp.

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

28,725

735,073

Marathon

Petroleum

Corp.

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

6,995

704,746

Occidental

Petroleum

Corp.

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

9,856

699,776

ONEOK,

Inc.

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

10,987

672,734

Phillips

66

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

7,945

710,760

Pioneer

Natural

Resources

Co.

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

2,903

735,098

Targa

Resources

Corp.

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

10,199

695,878

Texas

Pacific

Land

Corp.

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

408

750,908

Valero

Energy

Corp.

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

5,926

694,053

Williams

Companies,

Inc.

(The)

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

20,115

684,513

15,668,145

a

Personal

Products

 — 0.2%

Estee

Lauder

Companies,

Inc.

(The),

Class

A

.......

2,571

654,011

a

Pharmaceuticals

 — 1.7%

Bristol-Myers

Squibb

Co.

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

9,327

628,733

Catalent,

Inc.

(a)

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

6,676

587,488

iShares

®

MSCI

USA

Equal

Weighted

ETF

Schedule

of

Investments

(continued)

August

31,

2022

(Percentages

shown

are

based

on

Net

Assets)

13

Schedule

of

Investments

Security

Shares

Value

a

Pharmaceuticals

(continued)

Elanco

Animal

Health,

Inc.

(a)

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

40,219

$

608,513

Eli

Lilly

&

Co.

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

2,177

655,778

Jazz

Pharmaceuticals

PLC

(a)

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

4,485

696,162

Johnson

&

Johnson

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

4,150

669,561

Merck

&

Co.,

Inc.

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

7,631

651,382

Pfizer,

Inc.

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

14,295

646,563

Royalty

Pharma

PLC,

Class

A

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

15,932

666,117

Viatris,

Inc.

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

66,473

634,817

Zoetis,

Inc.,

Class

A

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

4,138

647,721

7,092,835

a

Professional

Services

 — 1.4%

Booz

Allen

Hamilton

Holding

Corp.,

Class

A

........

7,097

679,183

Clarivate

PLC

(a)(b)

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

56,939

664,478

CoStar

Group,

Inc.

(a)

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

9,794

682,054

Equifax,

Inc.

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

3,367

635,521

Jacobs

Solutions,

Inc.

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

5,169

643,954

Leidos

Holdings,

Inc.

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

6,850

651,093

Robert

Half

International,

Inc.

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

8,633

664,482

TransUnion

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

8,777

648,357

Verisk

Analytics,

Inc.

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

3,503

655,621

5,924,743

a

Real

Estate

Management

&

Development

 — 0.3%

CBRE

Group,

Inc.,

Class

A

(a)

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

8,264

652,525

Zillow

Group,

Inc.,

Class

C,

NVS

(a)(b)

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

20,899

699,281

1,351,806

a

Road

&

Rail

 — 1.4%

AMERCO

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

1,214

638,163

CSX

Corp.

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

20,769

657,339

JB

Hunt

Transport

Services,

Inc.

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

3,703

644,396

Knight-Swift

Transportation

Holdings,

Inc.,

Class

A

...

12,667

639,810

Lyft,

Inc.,

Class

A

(a)

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

42,200

621,606

Norfolk

Southern

Corp.

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

2,747

667,878

Old

Dominion

Freight

Line,

Inc.

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

2,365

641,885

Uber

Technologies,

Inc.

(a)

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

24,220

696,567

Union

Pacific

Corp.

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

2,946

661,407

5,869,051

a

Semiconductors

&

Semiconductor

Equipment

 — 3.4%

Advanced

Micro

Devices,

Inc.

(a)

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

7,323

621,503

Analog

Devices,

Inc.

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

4,182

633,699

Applied

Materials,

Inc.

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

6,715

631,680

Broadcom,

Inc.

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

1,281

639,360

Enphase

Energy,

Inc.

(a)

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

2,477

709,512

Entegris,

Inc.

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

6,828

647,841

Intel

Corp.

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

19,859

633,899

KLA

Corp.

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

1,890

650,406

Lam

Research

Corp.

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

1,474

645,479

Marvell

Technology,

Inc.

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

13,222

619,054

Microchip

Technology,

Inc.

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

9,918

647,150

Micron

Technology,

Inc.

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

11,612

656,426

Monolithic

Power

Systems,

Inc.

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

1,373

622,216

NVIDIA

Corp.

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

3,936

594,100

NXP

Semiconductors

NV

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

3,896

641,204

ON

Semiconductor

Corp.

(a)

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

9,687

666,175

Qorvo,

Inc.

(a)

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

6,776

608,349

QUALCOMM,

Inc.

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

4,760

629,605

Skyworks

Solutions,

Inc.

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

6,526

643,137

SolarEdge

Technologies,

Inc.

(a)(b)

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

2,339

645,494

Teradyne,

Inc.

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

7,255

614,063

Texas

Instruments,

Inc.

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

3,982

657,866

14,058,218

a

Security

Shares

Value

a

Software

 — 6.8%

Adobe,

Inc.

(a)

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

1,653

$

617,296

ANSYS,

Inc.

(a)

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

2,587

642,352

AppLovin

Corp.,

Class

A

(a)(b)

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

26,091

642,621

Autodesk,

Inc.

(a)(b)

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

3,157

636,893

Avalara,

Inc.

(a)

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

7,653

700,938

Bentley

Systems,

Inc.,

Class

B

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

18,030

662,963

Bill.com

Holdings,

Inc.

(a)

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

4,031

652,538

Black

Knight,

Inc.

(a)

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

10,446

691,107

Cadence

Design

Systems,

Inc.

(a)

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

3,737

649,379

Ceridian

HCM

Holding,

Inc.

(a)

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

10,836

646,259

Citrix

Systems,

Inc.

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

6,837

702,639

Coupa

Software,

Inc.

(a)

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

10,368

605,491

Crowdstrike

Holdings,

Inc.,

Class

A

(a)(b)

...........

3,688

673,466

Datadog,

Inc.,

Class

A

(a)

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

6,645

697,393

DocuSign,

Inc.

(a)

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

10,659

620,567

Dropbox,

Inc.,

Class

A

(a)

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

29,975

641,165

Dynatrace,

Inc.

(a)

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

17,730

676,931

Fair

Isaac

Corp.

(a)

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

1,435

644,889

Fortinet,

Inc.

(a)

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

13,699

667,004

Guidewire

Software,

Inc.

(a)

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

9,121

654,067

HubSpot,

Inc.

(a)

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

1,998

673,406

Intuit,

Inc.

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

1,514

653,715

Microsoft

Corp.

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

2,455

641,909

NortonLifeLock,

Inc.

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

29,848

674,266

Oracle

Corp.

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

8,932

662,308

Palantir

Technologies,

Inc.,

Class

A

(a)

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

82,564

637,394

Palo

Alto

Networks,

Inc.

(a)

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

1,368

761,716

Paycom

Software,

Inc.

(a)

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

1,864

654,637

PTC,

Inc.

(a)(b)

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

5,880

675,553

RingCentral,

Inc.,

Class

A

(a)

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

15,425

663,892

Roper

Technologies,

Inc.

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

1,621

652,582

Salesforce,

Inc.

(a)

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

3,823

596,847

ServiceNow,

Inc.

(a)

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

1,475

641,065

Splunk,

Inc.

(a)(b)

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

6,433

579,163

Synopsys,

Inc.

(a)

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

1,936

669,895

Trade

Desk,

Inc.

(The),

Class

A

(a)

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

10,696

670,639

Tyler

Technologies,

Inc.

(a)

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

1,768

656,830

Unity

Software,

Inc.

(a)(b)

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

14,739

629,650

VMware,

Inc.,

Class

A

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

5,779

670,537

Workday,

Inc.,

Class

A

(a)

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

4,178

687,532

Zendesk,

Inc.

(a)

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

9,179

704,672

Zoom

Video

Communications,

Inc.,

Class

A

(a)

.......

7,062

567,785

Zscaler,

Inc.

(a)(b)

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

4,227

673,108

28,225,059

a

Specialty

Retail

 — 2.0%

Advance

Auto

Parts,

Inc.

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

3,394

572,364

AutoZone,

Inc.

(a)

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

301

637,882

Bath

&

Body

Works,

Inc.

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

18,174

678,436

Best

Buy

Co.,

Inc.

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

8,835

624,546

Burlington

Stores,

Inc.

(a)(b)

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

4,302

603,097

CarMax,

Inc.

(a)(b)

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

7,277

643,578

Home

Depot,

Inc.

(The)

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

2,187

630,775

Lowe's

Companies,

Inc.

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

3,324

645,321

O'Reilly

Automotive,

Inc.

(a)

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

954

665,053

Ross

Stores,

Inc.

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

7,720

666,004

TJX

Companies,

Inc.

(The)

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

10,582

659,788

Tractor

Supply

Co.

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

3,456

639,878

Ulta

Beauty,

Inc.

(a)

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

1,742

731,414

8,398,136

a

Technology

Hardware,

Storage

&

Peripherals

 — 1.1%

Apple,

Inc.

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

4,096

643,973

Dell

Technologies,

Inc.,

Class

C

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

14,739

564,356

Hewlett

Packard

Enterprise

Co.

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

47,283

643,049

Schedule

of

Investments

(continued)

August

31,

2022

iShares

®

MSCI

USA

Equal

Weighted

ETF

(Percentages

shown

are

based

on

Net

Assets)

14

2022

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Technology

Hardware,

Storage

&

Peripherals

(continued)

HP,

Inc.

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

20,526

$

589,301

NetApp,

Inc.

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

9,458

682,206

Seagate

Technology

Holdings

PLC

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

8,786

588,311

Western

Digital

Corp.

(a)

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

14,739

622,870

4,334,066

a

Textiles,

Apparel

&

Luxury

Goods

 — 0.5%

Lululemon

Athletica,

Inc.

(a)

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

2,179

653,613

Nike,

Inc.,

Class

B

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

6,208

660,842

VF

Corp.

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

15,425

639,366

1,953,821

a

Tobacco

 — 0.3%

Altria

Group,

Inc.

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

15,452

697,194

Philip

Morris

International,

Inc.

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

7,017

670,054

1,367,248

a

Trading

Companies

&

Distributors

 — 0.5%

Fastenal

Co.

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

12,726

640,499

United

Rentals,

Inc.

(a)

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

2,219

648,037

WW

Grainger,

Inc.

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

1,203

667,593

1,956,129

a

Water

Utilities

 — 0.3%

American

Water

Works

Co.,

Inc.

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

4,452

660,899

Essential

Utilities,

Inc.

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

13,577

667,310

1,328,209

a

Wireless

Telecommunication

Services

 — 0.2%

T-Mobile

U.S.,

Inc.

(a)

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

4,800

691,008

a

Total

Common

Stocks — 99.7%

(Cost:

$406,060,263)

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

411,290,912

Security

Shares

Value

a

Preferred

Stocks

Entertainment

 — 0.0%

AMC

Entertainment

Holdings,

Inc.,

Preferred

Equity

Unit

Series

A

(a)(b)

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

38,925

$

190,733

a

Total

Preferred

Stocks — 0.0%

(Cost:

$344,184)

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

190,733

Total

Long-Term

Investments — 99.7%

(Cost:

$406,404,447)

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

411,481,645

a

Short-Term

Securities

Money

Market

Funds

 — 

4.9%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares,

2.45%

(c)(d)(e)

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

19,436,130

19,441,960

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares,

2.10%

(c)(d)

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

572,417

572,417

a

Total

Short-Term

Securities — 4.9%

(Cost:

$20,003,295)

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

20,014,377

Total

Investments

—

104.6%

(Cost:

$426,407,742)

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

431,496,022

Liabilities

in

Excess

of

Other

Assets

—

(4.6)%

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

(19,028,472)

Net

Assets

—

100.0%

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

$

412,467,550

(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

August

31,

2022

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

08/31/21

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

08/31/22

  Shares

Held

at

08/31/22

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

7,018,524

$

12,423,476

(a)

$

—

$

(8,766

)

$

8,726

$

19,441,960

19,436,130

$

122,473

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

......

920,000

—

(347,583

)

(a)

—

—

572,417

572,417

2,459

—

BlackRock,

Inc.

..

774,441

362,494

(223,975

)

14,380

(270,946

)

656,394

985

17,354

—

$

5,614

$

(262,220

)

$

20,670,771

$

142,286

$

—

(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

Equal

Weighted

ETF

Schedule

of

Investments

(continued)

August

31,

2022

15

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

Statement

of

Assets

and

Liabilities

were

as

follows: 

For

the

period

ended

August

31,

2022,

the

effect

of

derivative

financial

instruments

in

the

Statement

of

Operations

was

as

follows:

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

Futures

Contracts

Description

Number

of

Contracts

Expiration

Date

Notional

Amount

(000)

Value/

Unrealized

Appreciation

(Depreciation)

Long

Contracts

S&P

500

E-Mini

Index

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

2

09/16/22

$

396

$

(6,099

)

S&P

MidCap

400

E-Mini

Index

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

1

09/16/22

243

(2,272

)

$

(8,371

)

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Liabilities

—

Derivative

Financial

Instruments

Futures

contracts

–

–

Unrealized

depreciation

on

futures

contracts

(a)

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

$

—

$

—

$

8,371

$

—

$

—

$

—

$

8,371

(a)

Net

cumulative

unrealized

appreciation

(depreciation)

on

futures

contracts

are

reported

in

the

Schedule

of

Investments.

In

the

Statement

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

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

$

—

$

—

$

(26,303

)

$

—

$

—

$

—

$

(26,303

)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

contracts

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

$

—

$

—

$

(26,005

)

$

—

$

—

$

—

$

(26,005

)

Futures

contracts

Average

notional

value

of

contracts

—

long

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

$

867,447

a

For

more

information

about

the

Fund’s

investment

risks

regarding

derivative

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

Schedule

of

Investments

(continued)

August

31,

2022

iShares

®

MSCI

USA

Equal

Weighted

ETF

16

2022

iShares

Annual

Report

to

Shareholders

Fair

Value

Hierarchy

as

of

Period

End 

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

For

a

description

of

the

input

levels

and

information

about

the

Fund’s

policy

regarding

valuation

of

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

The

following

table

summarizes

the

Fund’s

financial

instruments

categorized

in

the

fair

value

hierarchy.

The

breakdown

of

the

Fund’s

financial

instruments

into

major

categories

is

disclosed

in

the

Schedule

of

Investments

above.

See

notes

to

financial

statements.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Common

Stocks

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

$

411,290,912

$

—

$

—

$

411,290,912

Preferred

Stocks

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

190,733

—

—

190,733

Short-Term

Securities

Money

Market

Funds

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

20,014,377

—

—

20,014,377

$

431,496,022

$

—

$

—

$

431,496,022

Derivative

Financial

Instruments

(a)

Liabilities

Equity

Contracts

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

$

(8,371)

$

—

$

—

$

(8,371)

a

(a)

Derivative

financial

instruments

are

futures

contracts.

Futures

contracts

are

valued

at

the

unrealized

appreciation

(depreciation)

on

the

instrument.

17

Financial

Statements

Statement

of

Assets

and

Liabilities

August

31,

2022

See

notes

to

financial

statements.

iShares

MSCI

USA

Equal

Weighted

ETF

ASSETS

Investments,

at

value

—

unaffiliated

(a)(b)

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

$

410,825,251

‌

Investments,

at

value

—

affiliated

(c)

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

20,670,771

‌

Cash

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

5,343

‌

Cash

pledged:

Futures

contracts

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

53,000

‌

Receivables:

Investments

sold

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

20,975,708

‌

Securities

lending

income

—

affiliated

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

22,312

‌

Dividends

—

unaffiliated

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

564,306

‌

Dividends

—

affiliated

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

1,181

‌

Total

assets

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

453,117,872

‌

LIABILITIES

Collateral

on

securities

loaned

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

19,443,585

‌

Payables:

Investments

purchased

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

21,166,962

‌

Investment

advisory

fees

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

33,192

‌

Variation

margin

on

futures

contracts

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

6,583

‌

Total

liabilities

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

40,650,322

‌

NET

ASSETS

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

$

412,467,550

‌

NET

ASSETS

CONSIST

OF:

Paid-in

capital

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

$

433,318,253

‌

Accumulated

loss

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

(20,850,703

)

NET

ASSETS

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

$

412,467,550

‌

NET

ASSET

VALUE

Shares

outstanding

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

5,550,000

‌

Net

asset

value

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

$

74.32

‌

Shares

authorized

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

500

million

Par

value

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

$                    0.001

(a)

Securities

loaned,

at

value

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

$

18,456,879

‌

(b)

Investments,

at

cost

—

unaffiliated

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

$

405,809,715

‌

(c)

Investments,

at

cost

—

affiliated

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

$

20,598,027

‌

18

2022

iShares

Annual

Report

to

Shareholders

Statement

of

Operations

Year

Ended

August

31,

2022

See

notes

to

financial

statements.

iShares

MSCI

USA

Equal

Weighted

ETF

INVESTMENT

INCOME

Dividends

—

unaffiliated

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

$

7,289,291

‌

Dividends

—

affiliated

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

19,813

‌

Interest

—

unaffiliated

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

10

‌

Securities

lending

income

—

affiliated

—

net

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

122,473

‌

Foreign

taxes

withheld

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

(

3,836

)

Total

investment

income

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

7,427,751

‌

EXPENSES

Investment

advisory

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

452,630

‌

Professional

fees

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

217

‌

Total

expenses

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

452,847

‌

Less:

(

37,394

)

Investment

advisory

fees

waived

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

(

37,394

)

Total

expenses

after

fees

waived

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

415,453

‌

Net

investment

income

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

7,012,298

‌

—

‌

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

from:

Investments

—

unaffiliated

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

(

11,221,682

)

Investments

—

affiliated

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

(

38,640

)

Futures

contracts

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

(

26,303

)

In-kind

redemptions

—

unaffiliated

(a)

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

34,730,476

‌

In-kind

redemptions

—

affiliated

(a)

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

44,254

‌

23,488,105

‌

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

—

unaffiliated

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

(

100,255,843

)

Investments

—

affiliated

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

(

262,220

)

Futures

contracts

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

(

26,005

)

(

100,544,068

)

Net

realized

and

unrealized

loss

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

(

77,055,963

)

NET

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

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

$

(

70,043,665

)

(a)

See

Note

2

of

the

Notes

to

Financial

Statements.

19

Statements

of

Changes

in

Net

Assets

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

iShares

MSCI

USA

Equal

Weighted

ETF

Year

Ended

08/31/22

Year

Ended

08/31/21

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

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

$

7,012,298

‌

$

4,609,340

‌

Net

realized

gain

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

23,488,105

‌

21,309,459

‌

Net

change

in

unrealized

appreciation

(depreciation)

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

(

100,544,068

)

87,259,076

‌

Net

increase

(decrease)

in

net

assets

resulting

from

operations

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

(

70,043,665

)

113,177,875

‌

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

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

(

6,766,523

)

(

4,084,783

)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

in

net

assets

derived

from

capital

share

transactions

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

16,185,919

‌

137,937,095

‌

NET

ASSETS

Total

increase

(decrease)

in

net

assets

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

(

60,624,269

)

247,030,187

‌

Beginning

of

year

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

473,091,819

‌

226,061,632

‌

End

of

year

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

$

412,467,550

‌

$

473,091,819

‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

20

2022

iShares

Annual

Report

to

Shareholders

Financial

Highlights

(For

a

share

outstanding

throughout

each

period)

See

notes

to

financial

statements.

.

iShares

MSCI

USA

Equal

Weighted

ETF

Year

Ended

08/31/22

Year

Ended

08/31/21

Year

Ended

08/31/20

Year

Ended

08/31/19

Year

Ended

08/31/18

Net

asset

value,

beginning

of

year

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

$

87.61

‌

$

62.79

‌

$

58.13

‌

$

59.33

‌

$

51.30

‌

Net

investment

income

(a)

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

1

.25

‌

1

.03

‌

1

.09

‌

0

.92

‌

0

.98

‌

Net

realized

and

unrealized

gain

(loss)

(b)

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

(

13.32

)

24.72

‌

4

.65

‌

(

1

.11

)

7

.94

‌

Net

increase

(decrease)

from

investment

operations

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

(

12.07

)

25.75

‌

5

.74

‌

(

0

.19

)

8

.92

‌

Distributions

from

net

investment

income

(c)

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

(

1

.22

)

(

0

.93

)

(

1

.08

)

(

1

.01

)

(

0

.89

)

Net

asset

value,

end

of

year

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

$

74.32

‌

$

87.61

‌

$

62.79

‌

$

58.13

‌

$

59.33

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

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

(

13.93

)

%

41.36

%

10.18

%

(

0

.23

)

%

17.55

%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

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

0

.10

%

0

.15

%

0

.15

%

0

.15

%

0

.15

%

Total

expenses

after

fees

waived

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

0

.09

%

0

.15

%

0

.15

%

0

.15

%

0

.15

%

Net

investment

income

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

1

.52

%

1

.34

%

1

.84

%

1

.63

%

1

.76

%

Supplemental

Data

Net

assets,

end

of

year

(000)

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

$

412,468

‌

$

473,092

‌

$

226,062

‌

$

308,090

‌

$

192,820

‌

Portfolio

turnover

rate

(f)

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

27

%

30

%

30

%

24

%

23

%

(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

21

Notes

to

Financial

Statements

1.

Organization

iShares,

Inc.

(the

“Company”)

is

registered

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“1940

Act”),

as

an

open-end

management

investment

company.

The

Company

is

organized

as

a

Maryland

corporation

and

is

authorized

to

have

multiple

series

or

portfolios. 

These financial

statements

relate

only

to

the

following

fund

(the

“Fund”):

2.

Significant

Accounting

Policies

The

financial

statements

are

prepared

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“U.S.

GAAP”),

which

may

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities

in

the

financial

statements,

disclosure

of

contingent

assets

and

liabilities

at

the

date

of

the

financial

statements

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

reporting

period.

Actual

results

could

differ

from

those

estimates. The

Fund

is

considered

an

investment

company

under

U.S.

GAAP

and

follows

the

accounting

and

reporting

guidance

applicable

to

investment

companies.

Below

is

a

summary

of

significant

accounting

policies:

Investment

Transactions

and

Income

Recognition:

For

financial

reporting

purposes,

investment

transactions

are

recorded

on

the

dates

the

transactions

are

executed.

Realized

gains

and

losses

on

investment

transactions

are

determined

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

Fund

is

informed

of

the

ex-dividend

date.

Under

the

applicable

foreign

tax

laws,

a

withholding

tax

at

various

rates

may

be

imposed

on

capital

gains,

dividends

and

interest.

Upon

notification

from

issuers

or

as

estimated

by

management,

a

portion

of

the

dividend

income

received

from

a

real

estate

investment

trust

may

be

redesignated

as

a

reduction

of

cost

of

the

related

investment

and/or

realized

gain.

Foreign

Taxes:

The

Fund

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

the

Fund

invests.

These

foreign

taxes,

if

any,

are

paid

by

the

Fund

and

are

reflected

in

its

Statement

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

August

31,

2022,

if

any,

are

disclosed

in

the

Statement

of

Assets

and

Liabilities.

The

Fund

files

withholding

tax

reclaims

in

certain

jurisdictions

to

recover

a

portion

of

amounts

previously

withheld.

The

Fund

may

record

a

reclaim

receivable

based

on

collectability,

which

includes

factors

such

as

the

jurisdiction’s

applicable

laws,

payment

history

and

market

convention.

The

Statement

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

Fund

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

Fund.

Because

such

gains

or

losses

are

not

taxable

to

the

Fund

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 Fund’s

tax

year.

These

reclassifications

have

no

effect

on

net

assets

or

net

asset

value

(“NAV”)

per

share.

Distributions:

Dividends

and

distributions

paid

by the

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

Fund.

The

character

and

timing

of

distributions

are

determined

in

accordance

with

U.S.

federal

income

tax

regulations,

which

may

differ

from

U.S.

GAAP.

Indemnifications:

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

contain

a

variety

of

representations

that

provide

general

indemnification.

The

Fund’s

maximum

exposure

under

these

arrangements

is

unknown

because

it

involves

future

potential

claims

against

the

Fund,

which

cannot

be

predicted

with

any

certainty.

3.

Investment

Valuation

and

Fair

Value

Measurements

Investment

Valuation

Policies:

The

Fund’s

investments

are

valued

at

fair

value

(also

referred

to

as

“market

value”

within

the

financial

statements)

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 Directors of

the

Company (the

“Board”) of

the

Fund

has

approved

the

designation

of

BlackRock

Fund

Advisors

(“BFA”),

the

Fund’s

investment

adviser, as

the

valuation

designee

for

the

Fund.

The

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

the

Fund’s

assets

and

liabilities:

iShares

ETF

Diversification

Classification

MSCI

USA

Equal

Weighted

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

Diversified

Notes

to

Financial

Statements

(continued)

22

2022

iShares

Annual

Report

to

Shareholders

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 the

Fund

might

reasonably

expect

to

receive

or

pay

from

the

current

sale

or

purchase

of

that

asset

or

liability

in

an

arm’s-length

transaction.

Fair

value

determinations

shall

be

based

upon

all

available

factors

that

the

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 the

Fund

has

the

ability

to

access;

Level

2

–

Other

observable

inputs

(including,

but

not

limited

to,

quoted

prices

for

similar

assets

or

liabilities

in

markets

that

are

active,

quoted

prices

for

identical

or

similar

assets

or

liabilities

in

markets

that

are

not

active,

inputs

other

than

quoted

prices

that

are

observable

for

the

assets

or

liabilities

(such

as

interest

rates,

yield

curves,

volatilities,

prepayment

speeds,

loss

severities,

credit

risks

and

default

rates)

or

other

market-corroborated

inputs);

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:

The

Fund

may

lend

its

securities

to

approved

borrowers,

such

as

brokers,

dealers

and

other

financial

institutions.

The

borrower

pledges

and

maintains

with

the

Fund

collateral

consisting

of

cash,

an

irrevocable

letter

of

credit

issued

by

an

approved

bank,

or

securities

issued

or

guaranteed

by

the

U.S.

government.

The

initial

collateral

received

by

the

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,

the

Fund

is

entitled

to

all

distributions

made

on

or

in

respect

of

the

loaned

securities

but

does

not

receive

interest

income

on

securities

received

as

collateral.

Loans

of

securities

are

terminable

at

any

time

and

the

borrower,

after

notice,

is

required

to

return

borrowed

securities

within

the

standard

time

period

for

settlement

of

securities

transactions.

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

the

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

Statement

of

Assets

and

Liabilities.

Securities

lending

transactions

are

entered

into

by

the

Fund

under

Master

Securities

Lending

Agreements

(each,

an

“MSLA”)

which

provide

the

right,

in

the

event

of

default

(including

bankruptcy

or

insolvency)

for

the

non-defaulting

party

to

liquidate

the

collateral

and

calculate

a

net

exposure

to

the

defaulting

party

or

request

additional

collateral.

In

the

event

that

a

borrower

defaults,

the

Fund,

as

lender,

would

offset

the

market

value

of

the

collateral

received

against

the

market

value

of

the

securities

loaned.

When

the

value

of

the

collateral

is

greater

than

that

of

the

market

value

of

the

securities

loaned,

the

lender

is

left

with

a

net

amount

payable

to

the

defaulting

party.

However,

bankruptcy

or

insolvency

laws

of

a

particular

jurisdiction

may

impose

restrictions

on

or

prohibitions

against

such

a

right

of

offset

in

the

event

of

an

MSLA

counterparty’s

bankruptcy

or

insolvency.

Under

the

MSLA,

absent

an

event

of

default,

the

borrower

can

resell

or

re-pledge

the

loaned

securities,

and

the Fund

can

reinvest

cash

collateral

received

in

connection

with

loaned

securities.

Upon

an

event

of

default,

the

parties’

obligations

to

return

the

securities

or

collateral

to

the

other

party

are

extinguished,

and

the

parties

can

resell

or

re-pledge

the

loaned

securities

or

the

collateral

received

in

connection

with

the

loaned

securities

in

order

to

satisfy

the

defaulting

party’s

net

payment

obligation

for

all

transactions

under

the

MSLA.

The

defaulting

party

remains

liable

for

any

deficiency.

Notes

to

Financial

Statements

(

continued)

23

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,

the

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.

The

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

the

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

Fund

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

Fund

is

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

Statement

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

Statement

of

Assets

and

Liabilities.

Pursuant

to

the

contract,

the

Fund

agrees

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

Statement

of

Assets

and

Liabilities.

When

the

contract

is

closed,

a

realized

gain

or

loss

is

recorded

in

the

Statement

of

Operations

equal

to

the

difference

between

the

notional

amount

of

the

contract

at

the

time

it

was

opened

and

the

notional

amount

at

the

time

it

was

closed.

The

use

of

futures

contracts

involves

the

risk

of

an

imperfect

correlation

in

the

movements

in

the

price

of

futures

contracts

and

interest

rates,

foreign

currency

exchange

rates

or

underlying

assets. 

iShares

ETF

and

Counterparty

Securities

Loaned

at

Value

Cash

Collateral

Received

(a)

Non-Cash

Collateral

Received,

at

Fair

Value

(a)

Net

Amount

MSCI

USA

Equal

Weighted

Barclays

Bank

PLC

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

$

576,191

‌

$

(576,191

)

$

—

‌

$

—

‌

BMO

Capital

Markets

Corp.

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

66,576

‌

(66,576

)

—

‌

—

‌

BNP

Paribas

SA

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

3,576,935

‌

(3,576,935

)

—

‌

—

‌

BofA

Securities,

Inc.

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

548,259

‌

(548,259

)

—

‌

—

‌

Citigroup

Global

Markets,

Inc.

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

68,680

‌

(68,680

)

—

‌

—

‌

Credit

Suisse

Securities

(USA)

LLC

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

59,105

‌

(59,105

)

—

‌

—

‌

Goldman

Sachs

&

Co.

LLC

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

3,917,975

‌

(3,917,975

)

—

‌

—

‌

J.P.

Morgan

Securities

LLC

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

3,483,844

‌

(3,483,844

)

—

‌

—

‌

Jefferies

LLC

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

1,115,583

‌

(1,115,583

)

—

‌

—

‌

Morgan

Stanley

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

2,032,433

‌

(2,032,433

)

—

‌

—

‌

National

Financial

Services

LLC

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

24,692

‌

(15,576

)

—

‌

9,116

(b)

RBC

Capital

Markets

LLC

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

3,224

‌

(3,224

)

—

‌

—

‌

Scotia

Capital

(USA),

Inc.

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

116,727

‌

(116,727

)

—

‌

—

‌

SG

Americas

Securities

LLC

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

222,534

‌

(222,534

)

—

‌

—

‌

Toronto

Dominion

Bank

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

668,527

‌

(668,527

)

—

‌

—

‌

UBS

AG

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

1,588,775

‌

(1,588,775

)

—

‌

—

‌

UBS

Securities

LLC

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

307,463

‌

(307,463

)

—

‌

—

‌

Wells

Fargo

Bank

N.A.

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

79,356

‌

(79,356

)

—

‌

—

‌

$

18,456,879

‌

$

(18,447,763

)

$

—

‌

$

9,116

‌

a

(a)

Collateral

received

in

excess

of

the

market

value

of

securities

on

loan

is

not

presented

in

this

table.

The

total

cash

collateral

received

by

the

Fund

is

disclosed

in

the

Fund’s

Statement

of

Assets

and

Liabilities.

(b)

The

market

value

of

the

loaned

securities

is

determined

as

of

August

31,

2022.

Additional

collateral

is

delivered

to

the

Fund

on

the

next

business

day

in

accordance

with

the

MSLA.

The

net

amount

would

be

subject

to

the

borrower

default

indemnity

in

the

event

of

default

by

a

counterparty.

Notes

to

Financial

Statements

(continued)

24

2022

iShares

Annual

Report

to

Shareholders

6.

Investment

Advisory

Agreement

and

Other

Transactions

with

Affiliates 

Investment

Advisory

Fees:

Pursuant

to

an

Investment

Advisory

Agreement

with

the

Company, BFA

manages

the

investment

of

the

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

Fund,

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

directors).

Effective

October

20,

2021,

for

its

investment

advisory

services

to

the

Fund,

BFA

is

entitled

to

an

annual

investment

advisory

fee,

accrued

daily

and

paid

monthly

by

the

Fund,

based

on

the

average

daily

net

assets

of

the

Fund

as

follows: 

Prior

to

October

20,

2021,

BFA

was

entitled

to

an

annual

investment

advisory

fee

of

0.15%,

accrued

daily

and

paid

monthly

by

the

Fund,

based

on

the

average

daily

net

assets

of

the

Fund.

Expense

Waivers

:

The

total

of

the

investment

advisory

fee

and

any

fund

other

expenses

are

a

fund’s

total

annual

operating

expenses.

BFA

had

contractually

agreed

to

waive

a

portion

of

its

investment

advisory

fee

through

December

31,

2022

in

order

to

limit

the

Fund’s

total

annual

operating

expenses

after

fee

waiver

to

0.09%

of

average

daily

net

assets.

The

contractual

waiver

was

discontinued

on

October

20,

2021.

This

amount

is

included

in

investment

advisory

fees

waived

in

the

Statement

of

Operations.

For

the year

ended

August

31,

2022,

the

amounts

waived

in

investment

advisory

fees

pursuant

to

this

arrangement

were

as

follows:

Distributor:

BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

BFA,

is

the

distributor

for

the

Fund.

Pursuant

to

the

distribution

agreement,

BFA

is

responsible

for

any

fees

or

expenses

for

distribution

services

provided

to

the

Fund. 

ETF

Servicing

Fees:

The

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

Fund

does

not

pay

BRIL

for

ETF

Services. 

Prior

to April

25,

2022,

ETF

Services

were

performed

by

State

Street

Bank

and

Trust

Company.

Securities

Lending:

The

U.S.

Securities

and

Exchange

Commission

(the

“SEC”)

has

issued

an

exemptive

order

which

permits

BlackRock

Institutional

Trust

Company,

N.A.

(“BTC”),

an

affiliate

of

BFA,

to

serve

as

securities

lending

agent

for

the

Fund,

subject

to

applicable

conditions.

As

securities

lending

agent,

BTC

bears

all

operational

costs

directly

related

to

securities

lending,

including

any

custodial

costs.

The

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 the

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. 

The

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,

the

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, the

Fund,

pursuant

to

the

securities

lending

agreement,

will

retain

for

the

remainder

of

that

calendar

year

81%

of

securities

lending

income

(which

excludes

collateral

investment

fees),

and

the

amount

retained

can

never

be

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

Prior

to

January

1,

2022,

the

Fund

retained

77%

of

securities

lending

income

(which

excludes

collateral

investment

fees)

and

the

amount

retained

was

not

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

In

addition,

commencing

the

business

day

following

the

date

that

the

aggregate

securities

lending

income

plus

the

collateral

investment

fees

generated

across

the

iShares

ETF

Complex

in

a

calendar

year

exceeded

a

specified

threshold,

the

Fund,

pursuant

to

the

securities

lending

agreement,

retained

for

the

remainder

of

that

calendar

year

81%

of

securities

lending

income

(which

excludes

collateral

investment

fees),

and

the

amount

retained

could

never

be

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

The

share

of

securities

lending

income

earned

by

the

Fund

is

shown

as

securities

lending

income

–

affiliated

–

net

in

its

Statement

of

Operations.

For

the year

ended

August

31,

2022,

the

Fund

paid

BTC

the

following

amount

for

securities

lending

agent

services.

iShares

ETF

Investment

Advisory

Fees

MSCI

USA

Equal

Weighted

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.09%

iShares

ETF

Amounts

Waived

MSCI

USA

Equal

Weighted

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

$

37,394

‌

Notes

to

Financial

Statements

(

continued)

25

Notes

to

Financial

Statements

Officers

and

Directors:

Certain

officers

and/or

directors

of

the

Company

are

officers

and/or directors

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

August

31,

2022,

transactions

executed

by

the

Fund

pursuant

to

Rule

17a-7

under

the

1940

Act

were

as

follows:

The

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

Statement

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

August

31,

2022,

purchases

and

sales

of

investments,

excluding

short-term

securities

and

in-kind

transactions,

were

as

follows:

For

the year

ended

August

31,

2022,

in-kind

transactions

were

as

follows:

8.

Income

Tax

Information

The

Fund

is

treated

as

an

entity

separate

from

the

Company’s

other

funds

for

federal

income

tax

purposes.

It

is

the

Fund’s

policy

to

comply

with

the

requirements

of

the

Internal

Revenue

Code

of

1986,

as

amended,

applicable

to

regulated

investment

companies,

and

to

distribute

substantially

all

of

its

taxable

income

to

its

shareholders.

Therefore,

no

U.S.

federal

income

tax

provision

is

required.  

Management

has

analyzed

tax

laws

and

regulations

and

their

application

to

the

Fund

as

of

August

31,

2022,

inclusive

of

the

open

tax

return

years,

and

does

not

believe

that

there

are

any

uncertain

tax

positions

that

require

recognition

of

a

tax

liability

in

the

Fund’s

financial

statements.

U.S.

GAAP

requires

that

certain

components

of

net

assets

be

adjusted

to

reflect

permanent

differences

between

financial

and

tax

reporting.

These

reclassifications

have

no

effect

on

net

assets

or

NAV

per

share.

As

of

August

31,

2022,

permanent

differences

attributable

to

realized

gains

(losses)

from

in-kind

redemptions

were

reclassified

to

the

following

accounts:

The

tax

character

of

distributions

paid

was

as

follows:

iShares

ETF

Fees

Paid

to

BTC

MSCI

USA

Equal

Weighted

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

$

34,839

‌

iShares

ETF

Purchases

Sales

Net

Realized

Gain

(Loss)

MSCI

USA

Equal

Weighted

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

$

36,976,065

‌

$

52,326,685

‌

$

71,496

‌

iShares

ETF

Purchases

Sales

MSCI

USA

Equal

Weighted

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

$

126,480,575

‌

$

125,340,075

‌

iShares

ETF

In-kind

Purchases

In-kind

Sales

MSCI

USA

Equal

Weighted

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

$

112,123,866

‌

$

95,916,721

‌

iShares

ETF

Paid-in

Capital

Accumulated

Earnings

(Loss)

MSCI

USA

Equal

Weighted

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

$

34,217,179

‌

$

(34,217,179

)

iShares

ETF

Year

Ended

08/31/22

Year

Ended

08/31/21

MSCI

USA

Equal

Weighted

Ordinary

income

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

$

6,766,523

‌

$

4,084,783

‌

Notes

to

Financial

Statements

(continued)

26

2022

iShares

Annual

Report

to

Shareholders

As

of

August

31,

2022,

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.

As

of

August

31,

2022,

gross

unrealized

appreciation

and

depreciation

based

on

cost

of

investments

(including

short

positions

and

derivatives,

if

any)

for

U.S.

federal

income

tax

purposes

were

as

follows:

9.

Principal

Risks

In

the

normal

course

of

business,

the

Fund

invests

in

securities

or

other

instruments

and

may

enter

into

certain

transactions,

and

such

activities

subject

the

Fund

to

various

risks,

including,

among

others,

fluctuations

in

the

market

(market

risk)

or

failure

of

an

issuer

to

meet

all

of

its

obligations.

The

value

of

securities

or

other

instruments

may

also

be

affected

by

various

factors,

including,

without

limitation:

(i)

the

general

economy;

(ii)

the

overall

market

as

well

as

local,

regional

or

global

political

and/or

social

instability;

(iii)

regulation,

taxation

or

international

tax

treaties

between

various

countries;

or

(iv)

currency,

interest

rate

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

Fund

and

its

investments. The

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

the

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

Fund

may

be

exposed

to

additional

risks

when

reinvesting

cash

collateral

in

money

market

funds

that

do

not

seek

to

maintain

a

stable

NAV

per

share

of

$1.00,

which

may

be

subject

to

redemption

gates

or

liquidity

fees

under

certain

circumstances.

Market

Risk:

An

outbreak

of

respiratory

disease

caused

by

a

novel

coronavirus

has

developed

into

a

global

pandemic

and

has

resulted

in

closing

borders,

quarantines,

disruptions

to

supply

chains

and

customer

activity,

as

well

as

general

concern

and

uncertainty.

The

impact

of

this

pandemic,

and

other

global

health

crises

that

may

arise

in

the

future,

could

affect

the

economies

of

many

nations,

individual

companies

and

the

market

in

general

in

ways

that

cannot

necessarily

be

foreseen

at

the

present

time.

This

pandemic

may

result

in

substantial

market

volatility

and

may

adversely

impact

the

prices

and

liquidity

of

a

fund’s

investments.

Although

vaccines

have

been

developed

and

approved

for

use

by

various

governments,

the

duration

of

this

pandemic

and

its

effects

cannot

be

determined

with

certainty.

Valuation

Risk:

The

market

values

of

equities,

such

as

common

stocks

and

preferred

securities

or

equity

related

investments,

such

as

futures

and

options,

may

decline

due

to

general

market

conditions

which

are

not

specifically

related

to

a

particular

company.

They

may

also

decline

due

to

factors

which

affect

a

particular

industry

or

industries.

A

fund

may

invest

in

illiquid

investments.

An

illiquid

investment

is

any

investment

that

a

fund

reasonably

expects

cannot

be

sold

or

disposed

of

in

current

market

conditions

in

seven

calendar

days

or

less

without

the

sale

or

disposition

significantly

changing

the

market

value

of

the

investment.

A

fund

may

experience

difficulty

in

selling

illiquid

investments

in

a

timely

manner

at

the

price

that

it

believes

the

investments

are

worth.

Prices

may

fluctuate

widely

over

short

or

extended

periods

in

response

to

company,

market

or

economic

news.

Markets

also

tend

to

move

in

cycles,

with

periods

of

rising

and

falling

prices.

This

volatility

may

cause

a

fund’s

NAV

to

experience

significant

increases

or

decreases

over

short

periods

of

time.

If

there

is

a

general

decline

in

the

securities

and

other

markets,

the

NAV

of

a

fund

may

lose

value,

regardless

of

the

individual

results

of

the

securities

and

other

instruments

in

which

a

fund

invests. 

Counterparty

Credit

Risk:

The

Fund

may

be

exposed

to

counterparty

credit

risk,

or

the

risk

that

an

entity

may

fail

to

or

be

unable

to

perform

on

its

commitments

related

to

unsettled

or

open

transactions,

including

making

timely

interest

and/or

principal

payments

or

otherwise

honoring

its

obligations.

The

Fund

manages

counterparty

credit

risk

by

entering

into

transactions

only

with

counterparties

that

the

Manager

believes

have

the

financial

resources

to

honor

their

obligations

and

by

monitoring

the

financial

stability

of

those

counterparties.

Financial

assets,

which

potentially

expose

the

Fund

to

market,

issuer

and

counterparty

credit

risks,

consist

principally

of

financial

instruments

and

receivables

due

from

counterparties.

The

extent

of

the

Fund’s

exposure

to

market,

issuer

and

counterparty

credit

risks

with

respect

to

these

financial

assets

is

approximately

their

value

recorded

in

the

Statement

of

Assets

and

Liabilities,

less

any

collateral

held

by

the

Fund.

A

derivative

contract

may

suffer

a

mark-to-market

loss

if

the

value

of

the

contract

decreases

due

to

an

unfavorable

change

in

the

market

rates

or

values

of

the

underlying

instrument.

Losses

can

also

occur

if

the

counterparty

does

not

perform

under

the

contract.

iShares

ETF

Undistributed

Ordinary

Income

Non-expiring

Capital

Loss

Carryforwards

(a)

Net

Unrealized

Gains

(Losses)

(b)

Total

MSCI

USA

Equal

Weighted

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

$

1,213,738‌

$

(25,487,829‌)

$

3,423,388‌

$

(20,850,703‌)

(a)

Amounts

available

to

offset

future

realized

capital

gains.

(b)

The

difference

between

book-basis

and

tax-basis

unrealized

gains

(losses)

was

attributable

primarily

to

the

tax

deferral

of

losses

on

wash

sales,

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,

and

the

characterization

of

corporate

actions.

iShares

ETF

Tax

Cost

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

MSCI

USA

Equal

Weighted

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

$

428,072,634

‌

$

47,970,073

‌

$

(44,546,685

)

$

3,423,388

‌

Notes

to

Financial

Statements

(

continued)

27

Notes

to

Financial

Statements

With

exchange-traded

futures, there

is

less

counterparty

credit

risk

to

the

Fund

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

Fund.

Concentration

Risk:

A

diversified

portfolio,

where

this

is

appropriate

and

consistent

with

a

fund’s

objectives,

minimizes

the

risk

that

a

price

change

of

a

particular

investment

will

have

a

material

impact

on

the

NAV

of

a

fund.

The

investment

concentrations

within

the

Fund’s

portfolio

are

disclosed

in

its

Schedule

of

Investments.

The

Fund

invests

a

significant

portion

of

its

assets

in

securities

within

a

single

or

limited

number

of

market

sectors.

When

a

fund

concentrates

its

investments

in

this

manner,

it

assumes

the

risk

that

economic,

regulatory,

political

and

social

conditions

affecting

such

sectors

may

have

a

significant

impact

on

the

fund

and

could

affect

the

income

from,

or

the

value

or

liquidity

of,

the

fund’s

portfolio.

Investment

percentages

in

specific

sectors

are

presented

in

the

Schedule

of

Investments.

Significant

Shareholder

Redemption

Risk:

Certain

shareholders

may

own

or

manage

a

substantial

amount

of

fund

shares

and/or

hold

their

fund

investments

for

a

limited

period

of

time.

Large

redemptions

of

fund

shares

by

these

shareholders

may

force

a

fund

to

sell

portfolio

securities,

which

may

negatively

impact

the

fund’s

NAV,

increase

the

fund’s

brokerage

costs,

and/or

accelerate

the

realization

of

taxable

income/gains

and

cause

the

fund

to

make

additional

taxable

distributions

to

shareholders.

LIBOR

Transition

Risk:

The

United

Kingdom’s

Financial

Conduct

Authority

announced

a

phase

out

of

the

London

Interbank

Offered

Rate

(“LIBOR”).

Although

many

LIBOR

rates

ceased

to

be

published

or

no

longer

are

representative

of

the

underlying

market

they

seek

to

measure

after

December

31,

2021,

a

selection

of

widely

used

USD

LIBOR

rates

will

continue

to

be

published

through

June

2023

in

order

to

assist

with

the

transition.

The

Fund

may

be

exposed

to

financial

instruments

tied

to

LIBOR

to

determine

payment

obligations,

financing

terms,

hedging

strategies

or

investment

value.

The

transition

process

away

from

LIBOR

might

lead

to

increased

volatility

and

illiquidity

in

markets

for,

and

reduce

the

effectiveness

of

new

hedges

placed

against,

instruments

whose

terms

currently

include

LIBOR.

The

ultimate

effect

of

the

LIBOR

transition

process

on

the

Fund

is

uncertain.

10.

Capital

Share

Transactions 

Capital

shares

are

issued

and

redeemed

by the

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

the

Fund

are

not

redeemable.

Transactions

in

capital

shares

were

as

follows:

The

consideration

for

the

purchase

of

Creation

Units

of

a

fund

in

the

Company

generally

consists

of

the

in-kind

deposit

of

a

designated

portfolio

of

securities

and

a

specified

amount

of

cash.

Certain

funds

in

the

Company

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

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

Statement

of

Assets

and

Liabilities.

11.

Subsequent

Events

Management

has

evaluated

the

impact

of

all

subsequent

events

on

the

Fund

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

08/31/22

Year

Ended

08/31/21

iShares

ETF

Shares

Amount

Shares

Amount

MSCI

USA

Equal

Weighted

Shares

sold

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

1,350,000

‌

$

112,623,588

‌

2,250,000

‌

$

176,562,414

‌

Shares

redeemed

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

(1,200,000

)

(96,437,669

)

(450,000

)

(38,625,319

)

150,000

‌

$

16,185,919

‌

1,800,000

‌

$

137,937,095

‌

Report

of

Independent

Registered

Public

Accounting

Firm

28

2022

iShares

Annual

Report

to

Shareholders

To

the

Board

of

Directors

of

iShares,

Inc.

and

Shareholders

of iShares

MSCI

USA

Equal

Weighted

ETF

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

schedule

of

investments,

of iShares

MSCI

USA

Equal

Weighted

ETF

(one

of

the

funds

constituting

iShares,

Inc.,

referred

to

hereafter as

the

“Fund”)

as

of

August

31,

2022,

the

related

statement

of

operations

for

the

year ended

August

31,

2022,

the

statements

of changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended August

31,

2022,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the five

years

in

the

period

ended

August

31,

2022 (collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of the

Fund

as

of

August

31,

2022,

the

results

of

its

operations

for

the

year

then ended,

the

changes

in its

net

assets

for

each

of

the two

years

in the

period

ended

August

31,

2022,

and the

financial

highlights

for

each

of

the

five

years in

the

period

ended

August

31,

2022 in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

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

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

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

August

31,

2022 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

opinion.

/s/PricewaterhouseCoopers

LLP

Philadelphia,

Pennsylvania

October

21,

2022

We

have

served

as

the

auditor

of

one

or

more

BlackRock

investment

companies

since

2000.

Important

Tax

Information

(unaudited)

29

Important

Tax

Information

The

following

amount,

or

maximum

amount

allowable

by

law,

is

hereby

designated

as

qualified

dividend

income

for

individuals

for

the

fiscal

year

ended

August

31,

2022:

The

following

amount,

or

maximum

amount

allowable

by

law,

is

hereby

designated

as

qualified

business

income

for

individuals

for

the

fiscal

year

ended

August

31,

2022:

The

following

percentage,

or

maximum

percentage

allowable

by

law,

of

ordinary

income

distributions

paid

during

the

fiscal

year

ended August

31,

2022

qualified

for

the

dividends-received

deduction

for

corporate

shareholders:

iShares

ETF

Qualified

Dividend

Income

MSCI

USA

Equal

Weighted

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

$

6,265,749‌

iShares

ETF

Qualified

Business

Income

MSCI

USA

Equal

Weighted

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

$

175,698‌

iShares

ETF

Dividends-Received

Deduction

MSCI

USA

Equal

Weighted

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

85.97‌

%

Board

Review

and

Approval

of

Investment

Advisory

Contract

30

2022

iShares

Annual

Report

to

Shareholders

iShares

MSCI

USA

Equal

Weighted

ETF

(the

“Fund”)

Under

Section

15(c)

of

the

Investment

Company

Act

of

1940

(the

“1940

Act”),

the

Company’s

Board

of

Directors

(the

“Board”),

including

a

majority

of

Board

Members

who

are

not

“interested

persons”

of

the

Company

(as

that

term

is

defined

in

the

1940

Act)

(the

“Independent

Board

Members”),

is

required

annually

to

consider

and

approve

the

Investment

Advisory

Agreement

between

the

Company

and

BFA

(the

“Advisory

Agreement”)

on

behalf

of

the

Fund.

The

Board’s

consideration

entails

a

year-long

process

whereby

the

Board

and

its

committees

(composed

solely

of

Independent

Board

Members)

assess

BlackRock’s

services

to

the

Fund,

including

investment

management;

fund

accounting;

administrative

and

shareholder

services;

oversight

of

the

Fund’s

service

providers;

risk

management

and

oversight;

legal

and

compliance

services;

and

ability

to

meet

applicable

legal

and

regulatory

requirements.

The

Independent

Board

Members

requested,

and

BFA

provided,

such

information

as

the

Independent

Board

Members,

with

advice

from

independent

counsel,

deemed

reasonably

necessary

to

evaluate

the

Advisory

Agreement.

At

meetings

on

May

3,

2022

and

May

18,

2022,

a

committee

composed

of

all

of

the

Independent

Board

Members

(the

“15(c)

Committee”),

with

independent

counsel,

met

with

management

and

reviewed

and

discussed

information

provided

in

response

to

initial

requests

of

the

15(c)

Committee

and/or

its

independent

counsel,

and

requested

certain

additional

information,

which

management

agreed

to

provide.

At

a

meeting

held

on

June

13-15,

2022,

the

Board,

including

the

Independent

Board

Members,

reviewed

the

additional

information

provided

by

management

in

response

to

these

requests.

After

extensive

discussions

and

deliberations,

the

Board,

including

all

of

the

Independent

Board

Members,

approved

the

continuance

of

the

Advisory

Agreement

for

the

Fund,

based

on

a

review

of

qualitative

and

quantitative

information

provided

by

BFA

and

their

cumulative

experience

as

Board

Members.

The

Board

noted

its

satisfaction

with

the

extent

and

quality

of

information

provided

and

its

frequent

interactions

with

management,

as

well

as

the

detailed

responses

and

other

information

provided

by

BFA.

The

Independent

Board

Members

were

advised

by

their

independent

counsel

throughout

the

process,

including

about

the

legal

standards

applicable

to

their

review.

In

approving

the

continuance

of

the

Advisory

Agreement

for

the

Fund,

the

Board,

including

the

Independent

Board

Members,

considered

various

factors,

including:

(i)

the

expenses

and

performance

of

the

Fund;

(ii)

the

nature,

extent

and

quality

of

the

services

provided

by

BFA;

(iii)

the

costs

of

services

provided

to

the

Fund

and

profits

realized

by

BFA

and

its

affiliates;

(iv)

potential

economies

of

scale

and

the

sharing

of

related

benefits;

(v)

the

fees

and

services

provided

for

other

comparable

funds/accounts

managed

by

BFA

and

its

affiliates;

and

(vi)

other

benefits

to

BFA

and/or

its

affiliates.

The

material

factors,

none

of

which

was

controlling,

and

conclusions

that

formed

the

basis

for

the

Board,

including

the

Independent

Board

Members,

to

approve

the

continuance

of

the

Advisory

Agreement

are

discussed

below.

Expenses

and

Performance

of

the

Fund:

The

Board

reviewed

statistical

information

prepared

by

Broadridge

Financial

Solutions

Inc.

(“Broadridge”),

an

independent

provider

of

investment

company

data,

regarding

the

expense

ratio

components,

including

gross

and

net

total

expenses,

fees

and

expenses

of

another

fund

in

which

the

Fund

invests

(if

applicable),

and

waivers/reimbursements

(if

applicable)

of

the

Fund

in

comparison

with

the

same

information

for

other

ETFs,

objectively

selected

by

Broadridge

as

comprising

the

Fund’s

applicable

expense

peer

group

pursuant

to

Broadridge’s

proprietary

ETF

methodology

(the

“Peer

Group”).

The

Board

was

provided

with

a

detailed

description

of

the

proprietary

ETF

methodology

used

by

Broadridge

to

determine

the

Fund’s

Peer

Group.

The

Board

noted

that,

due

to

the

limitations

in

providing

comparable

funds

in

the

Peer

Group,

the

statistical

information

provided

in

Broadridge’s

report

may

or

may

not

provide

meaningful

direct

comparisons

to

the

Fund

in

all

instances.

The

Board

also

noted

that

the

investment

advisory

fee

rate

and

overall

expenses

(net

of

waivers

and

reimbursements)

for

the

Fund

were

lower

than

the

median

of

the

investment

advisory

fee

rates

and

overall

expenses

(net

of

waivers

and

reimbursements)

of

the

funds

in

its

Peer

Group,

excluding

iShares

funds.

In

addition,

to

the

extent

that

any

of

the

comparison

funds

included

in

the

Peer

Group,

excluding

iShares

funds,

track

the

same

index

as

the

Fund,

Broadridge

also

provided,

and

the

Board

reviewed,

a

comparison

of

the

Fund’s

performance

for

the

one-year,

three-year,

five-year,

ten-year,

and

since

inception

periods,

as

applicable,

and

for

the

quarter

ended

December

31,

2021,

to

that

of

such

relevant

comparison

fund(s)

for

the

same

periods.

The

Board

noted

that

the

Fund

seeks

to

track

its

specified

underlying

index

and

that,

during

the

year,

the

Board

received

periodic

reports

on

the

Fund’s

short-

and

longer-term

performance

in

comparison

with

its

underlying

index.

Such

periodic

comparative

performance

information,

including

additional

detailed

information

as

requested

by

the

Board,

was

also

considered.

The

Board

noted

that

the

Fund

generally

performed

in

line

with

its

underlying

index

over

the

relevant

periods.

Based

on

this

review,

the

other

factors

considered

at

the

meeting,

and

their

general

knowledge

of

ETF

pricing,

the

Board

concluded

that

the

investment

advisory

fee

rate

and

expense

level

and

the

historical

performance

of

the

Fund

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Nature,

Extent

and

Quality

of

Services

Provided:

Based

on

management’s

representations,

including

information

about

recent

enhancements

and

initiatives

with

respect

to

the

iShares

business,

including

with

respect

to

capital

markets

support

and

analysis,

technology,

portfolio

management,

product

design

and

quality,

compliance

and

risk

management,

global

public

policy

and

other

services,

the

Board

expected

that

there

would

be

no

diminution

in

the

scope

of

services

required

of

or

provided

by

BFA

under

the

Advisory

Agreement

for

the

coming

year

as

compared

with

the

scope

of

services

provided

by

BFA

during

prior

years.

In

reviewing

the

scope

of

these

services,

the

Board

considered

BFA’s

investment

philosophy

and

experience,

noting

that

BFA

and

its

affiliates

have

committed

significant

resources

over

time,

including

during

the

past

year,

to

support

the

iShares

funds

and

their

shareholders

and

have

made

significant

investments

into

the

iShares

business.

The

Board

also

considered

BFA’s

compliance

program

and

its

compliance

record

with

respect

to

the

Fund.

In

that

regard,

the

Board

noted

that

BFA

reports

to

the

Board

about

portfolio

management

and

compliance

matters

on

a

periodic

basis

in

connection

with

regularly

scheduled

meetings

of

the

Board,

and

on

other

occasions

as

necessary

and

appropriate,

and

has

provided

information

and

made

relevant

officers

and

other

employees

of

BFA

(and

its

affiliates)

available

as

needed

to

provide

further

assistance

with

these

matters.

The

Board

also

reviewed

the

background

and

experience

of

the

persons

responsible

for

the

day-to-day

management

of

the

Fund,

as

well

as

the

resources

available

to

them

in

managing

the

Fund.

In

addition

to

the

above

considerations,

the

Board

reviewed

and

considered

detailed

presentations

regarding

BFA’s

investment

performance,

investment

and

risk

management

processes

and

strategies,

provided

at

the

May

3,

2022

meeting

and

throughout

the

year,

and

matters

related

to

BFA’s

portfolio

compliance

program.

Based

on

review

of

this

information,

and

the

performance

information

discussed

above,

the

Board

concluded

that

the

nature,

extent

and

quality

of

services

provided

to

the

Fund

under

the

Advisory

Agreement

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Costs

of

Services

Provided

to

the

Fund

and

Profits

Realized

by

BFA

and

its

Affiliates:

The

Board

reviewed

information

about

the

estimated

profitability

to

BlackRock

in

managing

the

Fund,

based

on

the

fees

payable

to

BFA

and

its

affiliates

(including

fees

under

the

Advisory

Agreement),

and

other

sources

of

revenue

and

expense

to

BFA

and

its

affiliates

from

the

Fund’s

operations

for

the

last

calendar

year.

The

Board

reviewed

BlackRock’s

methodology

for

calculating

estimated

profitability

of

the

iShares

funds,

noting

that

the

15(c)

Committee

and

the

Board

had

focused

on

the

methodology

and

profitability

presentation.

The

Board

recognized

that

profitability

may

be

affected

by

numerous

factors,

including,

among

other

things,

fee

waivers

by

BFA,

the

types

of

funds

managed,

expense

allocations

and

business

mix.

The

Board

thus

recognized

that

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)

31

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,

including

BFA’s

and

its

affiliates’

estimated

costs

in

providing

services.

The

estimated

cost

information

distinguished,

among

other

things,

between

fixed

and

variable

costs,

and

showed

how

the

level

and

nature

of

fixed

and

variable

costs

may

impact

the

existence

or

size

of

scale

benefits,

with

the

Board

recognizing

that

potential

economies

of

scale

are

difficult

to

measure.

The

15(c)

Committee

and

the

Board

reviewed

information

provided

by

BFA

regarding

the

sharing

of

scale

benefits

with

the

iShares

funds

through

various

means,

including,

as

applicable,

through

relatively

low

fee

rates

established

at

inception,

breakpoints,

waivers,

or

other

fee

reductions,

as

well

as

through

additional

investment

in

the

iShares

business

and

the

provision

of

improved

or

additional

infrastructure

and

services

to

the

iShares

funds

and

their

shareholders.

The

Board

noted

that

the

Advisory

Agreement

for

the

Fund

did

not

provide

for

breakpoints

in

the

Fund’s

investment

advisory

fee

rate

as

the

assets

of

the

Fund

increase.

However,

the

Board

noted

that

it

would

continue

to

assess

the

appropriateness

of

adding

breakpoints

in

the

future.

The

Board

concluded

that

this

review

of

potential

economies

of

scale

and

the

sharing

of

related

benefits,

as

well

as

the

other

factors

considered

at

the

meeting,

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Fees

and

Services

Provided

for

Other

Comparable

Funds/Accounts

Managed

by

BFA

and

its

Affiliates:

The

Board

received

and

considered

information

regarding

the

investment

advisory/management

fee

rates

for

other

funds/accounts

in

the

U.S.

for

which

BFA

(or

its

affiliates)

provides

investment

advisory/management

services,

including

open-end

funds

registered

under

the

1940

Act

(including

sub-advised

funds),

collective

trust

funds,

and

institutional

separate

accounts

(collectively,

the

“Other

Accounts”).

The

Board

acknowledged

BFA’s

representation

that

the

iShares

funds

are

fundamentally

different

investment

vehicles

from

the

Other

Accounts.

The

Board

received

detailed

information

regarding

how

the

Other

Accounts

generally

differ

from

the

Fund,

including

in

terms

of

the

types

of

services

and

generally

more

extensive

services

provided

to

the

Fund,

as

well

as

other

significant

differences.

In

that

regard,

the

Board

considered

that

the

pricing

of

services

to

institutional

clients

is

typically

based

on

a

number

of

factors

beyond

the

nature

and

extent

of

the

specific

services

to

be

provided

and

often

depends

on

the

overall

relationship

between

the

client

and

its

affiliates

and

the

adviser

and

its

affiliates.

In

addition,

the

Board

considered

the

relative

complexity

and

inherent

risks

and

challenges

of

managing

and

providing

other

services

to

the

Fund,

as

a

publicly

traded

investment

vehicle,

as

compared

to

the

Other

Accounts,

particularly

those

that

are

institutional

clients,

in

light

of

differing

regulatory

requirements

and

client-imposed

mandates.

The

Board

noted

that

BFA

and

its

affiliates

do

not

manage

Other

Accounts

with

substantially

the

same

investment

objective

and

strategy

as

the

Fund

and

that

track

the

same

index

as

the

Fund.

The

Board

also

acknowledged

management’s

assertion

that,

for

certain

iShares

funds,

and

for

client

segmentation

purposes,

BlackRock

has

launched

an

iShares

fund

that

may

provide

a

similar

investment

exposure

at

a

lower

investment

advisory

fee

rate.

The

Board

considered

the

“all-inclusive”

nature

of

the

Fund’s

advisory

fee

structure,

and

the

Fund’s

expenses

borne

by

BFA

under

this

arrangement

and

noted

that

the

investment

advisory

fee

rate

under

the

Advisory

Agreement

for

the

Fund

was

generally

higher

than

the

investment

advisory/management

fee

rates

for

certain

of

the

Other

Accounts

(particularly

institutional

clients)

and

concluded

that

the

differences

appeared

to

be

consistent

with

the

factors

discussed.

Other

Benefits

to

BFA

and/or

its

Affiliates:

The

Board

reviewed

other

benefits

or

ancillary

revenue

received

by

BFA

and/or

its

affiliates

in

connection

with

the

services

provided

to

the

Fund

by

BFA,

both

direct

and

indirect,

including,

but

not

limited

to,

payment

of

revenue

to

BTC,

the

Fund’s

securities

lending

agent,

for

loaning

portfolio

securities

(which

was

included

in

the

profit

margins

reviewed

by

the

Board

pursuant

to

BFA’s

estimated

profitability

methodology),

payment

of

advisory

fees

or

other

fees

to

BFA

(or

its

affiliates)

in

connection

with

any

investments

by

the

Fund

in

other

funds

for

which

BFA

(or

its

affiliates)

provides

investment

advisory

services

or

other

services,

and

BlackRock’s

profile

in

the

investment

community.

The

Board

also

noted

the

revenue

received

by

BFA

and/or

its

affiliates

pursuant

to

an

agreement

that

permits

a

service

provider

to

use

certain

portions

of

BlackRock’s

technology

platform

to

service

accounts

managed

by

BFA

and/or

its

affiliates,

including

the

iShares

funds.

The

Board

noted

that

BFA

generally

does

not

use

soft

dollars

or

consider

the

value

of

research

or

other

services

that

may

be

provided

to

BFA

(including

its

affiliates)

in

selecting

brokers

for

portfolio

transactions

for

the

Fund.

The

Board

concluded

that

any

such

ancillary

benefits

would

not

be

disadvantageous

to

the

Fund

and

thus

would

not

alter

the

Board’s

conclusion

with

respect

to

the

appropriateness

of

approving

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Conclusion:

Based

on

a

review

of

the

factors

described

above,

as

well

as

such

other

factors

as

deemed

appropriate

by

the

Board,

the

Board,

including

all

of

the

Independent

Board

Members,

determined

that

the

Fund’s

investment

advisory

fee

rate

under

the

Advisory

Agreement

does

not

constitute

a

fee

that

is

so

disproportionately

large

as

to

bear

no

reasonable

relationship

to

the

services

rendered

and

that

could

not

have

been

the

product

of

arm’s-length

bargaining,

and

concluded

to

approve

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Supplemental

Information

(unaudited)

32

2022

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

the

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.

August

31,

2022

Premium/Discount

Information

Information

on

the

Fund’s

net

asset

value,

market

price,

premiums

and

discounts,

and

bid-ask

spreads

can

be

found

at

iShares.com

.

Regulation

under

the

Alternative

Investment

Fund

Managers

Directive

The

Alternative

Investment

Fund

Managers

Directive

and

the

Alternative

Investment

Fund

Managers

Regulations

2013

(as

amended)

and

the

“Guidelines

on

sound

remuneration

policies

under

the

AIMFD”

issued

by

the

European

Securities

and

Markets

Authority

(together

the

“Regulations”)

impose

detailed

and

prescriptive

obligations

on

fund

managers

established

in

the

European

Union

(the

“EU”)

and

the

UK.

These

do

not

currently

apply

to

managers

established

outside

of

the

EU

or

UK,

such

as

BFA

(the

“Company”).

Rather,

non-EU

and

non-UK

managers

are

only

required

to

comply

with

certain

disclosure,

reporting

and

transparency

obligations

of

the

Regulations

if

such

managers

market

a

fund

to

EU

investors.

The

Company

has

registered

the Fund

to

be

marketed

to

the

United

Kingdom,

and

EU

investors

in

the

Netherlands,

Finland,

and

Sweden.

Report

on

Remuneration

The

Company

is

required

under

the

Regulations

to

make

quantitative

disclosures

of

remuneration.

These

disclosures

are

made

in

line

with

BlackRock’s

interpretation

of

currently

available

regulatory

guidance

on

quantitative

remuneration

disclosures.

As

market

or

regulatory

practice

develops

BlackRock

may

consider

it

appropriate

to

make

changes

to

the

way

in

which

quantitative

remuneration

disclosures

are

calculated.

Where

such

changes

are

made,

this

may

result

in

disclosures

in

relation

to

a

fund

not

being

comparable

to

the

disclosures

made

in

the

prior

year,

or

in

relation

to

other

BlackRock

fund

disclosures

in

that

same

year.

Disclosures

are

provided

in

relation

to

(a)

the

staff

of

the

Company;

(b)

staff

who

are

senior

management;

and

(c)

staff

who

have

the

ability

to

materially

affect

the

risk

profile

of

the

Fund.

All

individuals

included

in

the

aggregated

figures

disclosed

are

rewarded

in

line

with

BlackRock’s

remuneration

policy

for

their

responsibilities

across

the

relevant

BlackRock

business

area.

As

all

individuals

have

a

number

of

areas

of

responsibilities,

only

the

portion

of

remuneration

for

those

individuals’

services

attributable

to

the

Fund

is

included

in

the

aggregate

figures

disclosed.

BlackRock

has

a

clear

and

well

defined

pay-for-performance

philosophy,

and

compensation

programmes

which

support

that

philosophy.

BlackRock

operates

a

total

compensation

model

for

remuneration

which

includes

a

base

salary,

which

is

contractual,

and

a

discretionary

bonus

scheme.

Although

all

employees

are

eligible

to

receive

a

discretionary

bonus,

there

is

no

contractual

obligation

to

make

a

discretionary

bonus

award

to

any

employees.

For

senior

management,

a

significant

percentage

of

variable

remuneration

is

deferred

over

time.

All

employees

are

subject

to

a

claw-back

policy.

Remuneration

decisions

for

employees

are

made

once

annually

in

January

following

the

end

of

the

performance

year,

based

on

BlackRock’s

full-year

financial

results

and

other

non-financial

goals

and

objectives.

Alongside

financial

performance,

individual

total

compensation

is

also

based

on

strategic

and

operating

results

and

other

considerations

such

as

management

and

leadership

capabilities.

No

set

formulas

are

established

and

no

fixed

benchmarks

are

used

in

determining

annual

incentive

awards.

Annual

incentive

awards

are

paid

from

a

bonus

pool

which

is

reviewed

throughout

the

year

by

BlackRock's

independent

compensation

committee,

taking

into

account

both

actual

and

projected

financial

information

together

with

information

provided

by

the

Enterprise

Risk

and

Regulatory

Compliance

departments

in

relation

to

any

activities,

incidents

or

events

that

warrant

consideration

in

making

compensation

decisions.

Individuals

are

not

involved

in

setting

their

own

remuneration.

Each

of

the

control

functions

(Enterprise

Risk,

Legal

&

Compliance,

and

Internal

Audit)

each

have

their

own

organisational

structures

which

are

independent

of

the

business

units.

Functional

bonus

pools

for

those

control

functions

are

determined

with

reference

to

the

performance

of

each

individual

function

and

the

remuneration

of

the

senior

members

of

control

functions

is

directly

overseen

by

BlackRock's

independent

remuneration

committee.

Members

of

staff

and

senior

management

of

the

Company

typically

provide

both

AIFMD

and

non-AIFMD

related

services

in

respect

of

multiple

funds,

clients

and

functions

of

the

Company

and

across

the

broader

BlackRock

group.

Therefore,

the

figures

disclosed

are

a

sum

of

each

individual’s

portion

of

remuneration

attributable

to

the

Fund

according

to

an

objective

apportionment

methodology

which

acknowledges

the

multiple-service

nature

of

the

Company.

Accordingly

the

figures

are

not

representative

of

any

individual’s

actual

remuneration

or

their

remuneration

structure.

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

Equal

Weighted

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

$

1.217656

‌

$

—

‌

$

—

‌

$

1.217656

‌

100

%

—

%

—

%

100

%

33

Supplemental

Information

Supplemental

Information

(unaudited)

(continued)

The

amount

of

total

&

aggregate

remuneration

awarded

by

the

company

to

its

staff

which

has

been

attributed

to

the Fund

in

respect

of

the

company’s

financial

year

ending

December

31,

2021

were

as

follows:

Disclosures

under

the

EU

Sustainable

Finance

Disclosure

Regulation

The

Fund

is

registered

under

the

Alternative

Investment

Fund

Managers

Directive

to

be

marketed

to

European

Union

(“EU”)

investors,

as

noted

above.

As

a

result,

certain

disclosures

are

required

under

the

EU

Sustainable

Finance

Disclosure

Regulation

(“SFDR”).

The

Fund

has

not

been

categorized

under

the

SFDR

as

an

“Article

8”

or

“Article

9”

product.

In

addition,

the

Fund’s

investments

do

not

take

into

account

the

criteria

for

environmentally

sustainable

economic

activities

under

the

EU

sustainable

investment

taxonomy

regulation.

iShares

ETF

Total

Remuneration

Fixed

Remuneration

Variable

Remuneration

No.

of

Beneficiaries

Senior

Management

Remuneration

Risk

Taker

Remuneration

MSCI

USA

Equal

Weighted

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

$

45,759

‌

$

21,395

‌

$

24,364

‌

661

‌

$

5,601

‌

$

579

‌

Director

and

Officer

Information

(unaudited)

34

2022

iShares

Annual

Report

to

Shareholders

The

Board

of

Directors

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

Director

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.

Directors

who

are

not

“interested

persons”

(as

defined

in

the

1940

Act)

of

the

Company

are

referred

to

as

independent

directors

(“Independent

Directors”). 

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

Director also

serves

as

a

Trustee

of

iShares

Trust

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

378

funds

as

of

August

31,

2022.

With

the

exception

of

Robert

S.

Kapito,

Salim

Ramji

and

Charles

Park,

the

address

of

each

Director and

officer

is

c/o

BlackRock,

Inc.,

400

Howard

Street,

San

Francisco,

CA

94105.

The

address

of

Mr.

Kapito,

Mr.

Ramji

and

Mr.

Park

is

c/o

BlackRock,

Inc.,

Park

Avenue

Plaza,

55

East

52nd

Street,

New

York,

NY

10055.

The

Board

has

designated

John

E.

Kerrigan

as

its

Independent

Board

Chair.

Additional

information

about

the

Funds’

Directors 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

Directors

(a)

Robert

S.

Kapito

is

deemed

to

be

an

“interested

person”

(as

defined

in

the

1940

Act)

of

the

Company

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

Company

due

to

his

affiliations

with

BlackRock,

Inc.

and

its

affiliates.

Independent

Directors

Name

(Age)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Director

Robert

S.

Kapito

(a)

(65)

Director

(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);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011);

Trustee

of

iShares

Trust

(since

2009)

Salim

Ramji

(b)

(52)

Director

(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).

Trustee

of

iShares

U.S.

ETF

Trust

(since

2019);

Trustee

of

iShares

Trust

(since

2019).

Name

(Age)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Director

John

E.

Kerrigan

(67)

Director

(since

2005);

Independent

Board

Chair

(since

2022).

Chief

Investment

Officer,

Santa

Clara

University

(since

2002).

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011);

Trustee

of

iShares

Trust

(since

2005);

Independent

Board

Chair

of

iShares

Trust

and

iShares

U.S.

ETF

Trust

(since

2022).

Jane

D.

Carlin

(66)

Director

(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).

Trustee

of

iShares

U.S.

ETF

Trust

(since

2015);

Trustee

of

iShares

Trust

(since

2015);

Member

of

the

Audit

Committee

(since

2016),

Chair

of

the

Audit

Committee

(since

2020)

and

Director

of

The

Hanover

Insurance

Group,

Inc.

(since

2016).

Richard

L.

Fagnani

(67)

Director

(since

2017);

Audit

Committee

Chair

(since

2019).

Partner,

KPMG

LLP

(2002-2016).

Trustee

of

iShares

U.S.

ETF

Trust

(since

2017);

Trustee

of

iShares

Trust

(since

2017).

Cecilia

H.

Herbert

(73)

Director

(since

2005);

Nominating

and

Governance

and

Equity

Plus

Committee

Chairs

(since

2022).

Chair

of

the

Finance

Committee

(since

2019)

and

Trustee

and

Member

of

the

Finance,

Audit

and

Quality

Committees

of

Stanford

Health

Care

(since

2016);

Trustee

of

WNET,

New

York’s

public

media

company

(since

2011)

and

Member

of

the

Audit

Committee

(since

2018)

and

Investment

Committee

(since

2011);

Chair

(1994-2005)

and

Member

(since

1992)

of

the

Investment

Committee,

Archdiocese

of

San

Francisco;

Trustee

of

Forward

Funds

(14

portfolios)

(2009-2018);

Trustee

of

Salient

MF

Trust

(4

portfolios)

(2015-2018);

Director

(1998-2013)

and

President

(2007-2011)

of

the

Board

of

Directors,

Catholic

Charities

CYO;

Trustee

(2002-

2011)

and

Chair

of

the

Finance

and

Investment

Committee

(2006-2010)

of

the

Thacher

School;

Director

of

the

Senior

Center

of

Jackson

Hole

(since

2020).

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011);

Trustee

of

iShares

Trust

(since

2005);

Trustee

of

Thrivent

Church

Loan

and

Income

Fund

(since

2019).

Director

and

Officer

Information

(unaudited)

(

continued)

35

Director

and

Officer

Information

Officers

Name

(Age)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Director

Drew

E.

Lawton

(63)

Director

(since

2017);

15(c)

Committee

Chair

(since

2017).

Senior

Managing

Director

of

New

York

Life

Insurance

Company

(2010-2015).

Trustee

of

iShares

U.S.

ETF

Trust

(since

2017);

Trustee

of

iShares

Trust

(since

2017).

John

E.

Martinez

(61)

Director

(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).

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011);

Trustee

of

iShares

Trust

(since

2003).

Madhav

V.

Rajan

(58)

Director

(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).

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011);

Trustee

of

iShares

Trust

(since

2011).

Name

(Age)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Armando

Senra

(51)

President

(since

2019).

Managing

Director,

BlackRock,

Inc.

(since

2007);

Head

of

U.S.,

Canada

and

Latam

iShares,

BlackRock,

Inc.

(since

2019);

Head

of

Latin

America

Region,

BlackRock,

Inc.

(2006-2019);

Managing

Director,

Bank

of

America

Merrill

Lynch

(1994-2006).

Trent

Walker

(48)

Treasurer

and

Chief

Financial

Officer

(since

2020).

Managing

Director,

BlackRock,

Inc.

(since

September

2019);

Chief

Financial

Officer

of

iShares

Delaware

Trust

Sponsor

LLC,

BlackRock

Funds,

BlackRock

Funds

II,

BlackRock

Funds

IV,

BlackRock

Funds

V

and

BlackRock

Funds

VI

(since

2021);

Executive

Vice

President

of

PIMCO

(2016-2019);

Senior

Vice

President

of

PIMCO

(2008-2015);

Treasurer

(2013-2019)

and

Assistant

Treasurer

(2007-2017)

of

PIMCO

Funds,

PIMCO

Variable

Insurance

Trust,

PIMCO

ETF

Trust,

PIMCO

Equity

Series,

PIMCO

Equity

Series

VIT,

PIMCO

Managed

Accounts

Trust,

2

PIMCO-sponsored

interval

funds

and

21

PIMCO-sponsored

closed-end

funds.

Charles

Park

(55)

Chief

Compliance

Officer

(since

2006).

Chief

Compliance

Officer

of

BlackRock

Advisors,

LLC

and

the

BlackRock-advised

Funds

in

the

BlackRock

Multi-Asset

Complex

and

the

BlackRock

Fixed-Income

Complex

(since

2014);

Chief

Compliance

Officer

of

BFA

(since

2006).

Marisa

Rolland

(42)

Secretary

(since

2022).

Director,

BlackRock,

Inc.

(since

2018);

Vice

President,

BlackRock,

Inc.

(2010-2017).

Rachel

Aguirre

(40)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2018);

Director,

BlackRock,

Inc.

(2009-2018);

Head

of

U.S.

iShares

Product

(since

2022);

Head

of

EII

U.S.

Product

Engineering

(since

2021);

Co-Head

of

EII’s

Americas

Portfolio

Engineering

(2020-2021);

Head

of

Developed

Markets

Portfolio

Engineering

(2016-2019).

Jennifer

Hsui

(46)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2009);

Co-Head

of

Index

Equity

(since

2022).

James

Mauro

(51)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2010);

Head

of

Fixed

Income

Index

Investments

in

the

Americas

and

Head

of

San

Francisco

Core

Portfolio

Management

(since

2020).

Effective

March

18,

2022,

Rachel

Aguirre,

Jennifer

Hsui,

and

James

Mauro

have

replaced

Scott

Radell,

Alan

Mason,

and

Marybeth

Leithead

as

Executive

Vice

Presidents.

Effective

June

15,

2022,

Marisa

Rolland

replaced

Deepa

Damre

Smith

as

Secretary.

Independent

Directors

(

continued

)

General

Information

36

2022

iShares

Annual

Report

to

Shareholders

Electronic

Delivery

Shareholders

can

sign

up

for

e-mail

notifications

announcing

that

the

shareholder

report

or

prospectus

has

been

posted

on

the

iShares

website

at

iShares.com

.

Once

you

have

enrolled,

you

will

no

longer

receive

prospectuses

and

shareholder

reports

in

the

mail.

To

enroll

in

electronic

delivery:

Go

to

icsdelivery.com

.

If

your

brokerage

firm

is

not

listed,

electronic

delivery

may

not

be

available.

Please

contact

your

broker-dealer

or

financial

advisor.

Householding

Householding

is

an

option

available

to

certain

fund

investors.

Householding

is

a

method

of

delivery,

based

on

the

preference

of

the

individual

investor,

in

which

a

single

copy

of

certain

shareholder

documents

and

Rule

30e-3

notices

can

be

delivered

to

investors

who

share

the

same

address,

even

if

their

accounts

are

registered

under

different

names.

Please

contact

your

broker-dealer

if

you

are

interested

in

enrolling

in

householding

and

receiving

a

single

copy

of

prospectuses

and

other

shareholder

documents,

or

if

you

are

currently

enrolled

in

householding

and

wish

to

change

your

householding

status.

Availability

of

Quarterly

Schedule

of

Investments

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

its

reports

on

Form

N-PORT.

The

Fund’s

Form

N-PORT

are

available

on

the

SEC’s

website

at

sec.gov

.

Additionally,

the

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

Company’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

37

Glossary

of

Terms

Used

in

this

Report

Portfolio

Abbreviation

NVS

Non-Voting

Shares

iS-AR-823-0822

Want

to

know

more?

iShares.com

|

1-800-474-2737

This

report

is

intended

for

the

Fund’s

shareholders.

It

may

not

be

distributed

to

prospective

investors

unless

it

is

preceded

or

accompanied

by

the

current

prospectus.

Investing

involves

risk,

including

possible

loss

of

principal.

The

iShares

Funds

are

distributed

by

BlackRock

Investments,

LLC

(together

with

its

affiliates,

“BlackRock”).

The

iShares

Funds

are

not

sponsored,

endorsed,

issued,

sold

or

promoted

by

MSCI

Inc.,

nor

does

this

company

make

any

representation

regarding

the

advisability

of

investing

in

the

iShares

Funds.

BlackRock

is

not

affiliated

with

the

company

listed

above.

©2022

BlackRock,

Inc.

All

rights

reserved.

iSHARES

and

BLACKROCK

are

registered

trademarks

of

BlackRock,

Inc.

or

its

subsidiaries.

All

other

marks

are

the

property

of

their

respective

owners.

(b) Not Applicable

Item 2.      Code of Ethics.

The registrant

has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. During the period covered by this report, the code of ethics was amended to clarify an inconsistency in to whom persons covered by the code should report suspected violations of the code. The amendment clarifies that such reporting should be made to BlackRock’s General Counsel, and retains the alternative option of anonymous reporting following “whistleblower” policies. Other non

‐

material changes were also made in connection with this amendment. During the period covered by this report, there have been no waivers granted under the code of ethics.

The registrant undertakes to provide a copy of the code of ethics to any person upon request, without charge, by calling 1-800-474-2737.

Item 3.      Audit Committee Financial Expert.

The registrant’s Board of Directors 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

one

series of the registrant for which the fiscal year-end is

August 31, 2022

(the “Funds”), and whose annual financial statements are reported in Item 1.

(a)

Audit Fees

– The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Funds’ annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $12,700 for the fiscal year ended

August 31, 2021

and $12,700  for the fiscal year ended

August 31, 2022

.

(b)

Audit-Related Fees

– There were no fees billed for the fiscal years end

ed August 31, 2021

and

August 31, 2022

for assurance and related services by the principal accountant that were reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under (a) of this Item.

(c)

Tax Fees

– The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning for the Funds were $9700 for the fiscal year ended

August 31, 2021

and $9,700 for the fiscal year ended

August 31, 2022

. These services related to the review of the Funds’ tax returns and excise tax calculations.

(d)

All Other Fees

– There were no other fees billed in each of the fiscal years end

ed August 31, 2021 and

August 31, 2022

for products and services provided by the principal accountant, other than the services reported in (a) through (c) of this Item.

(e)

(1) The registrant’s audit committee charter, as amended, provides that the audit committee is responsible for the approval, prior to appointment, of the engagement of the principal accountant to annually audit and provide their opinion on the registrant’s financial statements. The audit committee must also approve, prior to appointment, the engagement of the principal accountant to provide non-audit services to the registrant or to any entity controlling, controlled by or under common control with the registrant’s investment adviser (“Adviser Affiliate”) that provides ongoing services to the registrant, if the engagement relates directly to the operations and financial reporting of the registrant.

(2) There were no services described in (b) through (d) above that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f)

None of the hours expended on the principal accountant’s engagement to audit the Funds’ financial statements for the fiscal year ended

August 31, 2022

were attributable to work performed by persons other than the principal accountant’s full-time, permanent employees.

(g)

The aggregate non-audit fees billed by the registrant’s principal accountant for services rendered to the Funds, and rendered to the registrant’s investment adviser, and any Adviser Affiliate that provides ongoing services to the registrant for the last two fiscal years were $9,700 for the fiscal year ended

August 31, 2021

and $9700 for the fiscal year ended

August 31, 2022

.

 

(h)

The registrant’s audit committee has considered whether the provision of non-audit services rendered to the registrant’s investment adviser and any Adviser Affiliate that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, if any, is compatible with maintaining the principal accountant’s independence, and has determined that the provision of these services, if any, does not compromise the principal accountant’s independence.

(i)

Not Applicable

(j)

Not Applicable

Item 5.      Audit Committee of Listed Registrants

(a)

The registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act of 1934 and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act of 1934.  The registrant’s audit committee members are Richard L. Fagnani, Cecilia H. Herbert and Madhav V. Rajan.

(b) Not applicable.

Item 6.      Investments.

(a)Schedules of investments are included as part of the reports to shareholders filed under Item 1 of this Form.

(b)Not applicable.

Item 7.      Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

      Not applicable to the registrant.

Item 8.      Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to the registrant.

Item 9.      Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

      Not applicable to the registrant.

Item 10.    Submission of Matters to a Vote of Security Holders.

      There were no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Directors.

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, Inc.
By: /s/ Armando Senra
Armando Senra, President (Principal Executive Officer)
Date:	November 9, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Armando Senra
Armando Senra, President (Principal Executive Officer)
Date:		November 9, 2022
By: /s/ Trent Walker
Trent Walker, Treasurer and Chief Financial Officer (Principal Financial Officer)
Date:		November 9, 2022