LOGO

  AUGUST 31, 2023

 

 

   2023 Annual Report

 

iShares Trust

· iShares Currency Hedged MSCI United Kingdom ETF | HEWU | NYSE Arca

· iShares MSCI United Kingdom ETF | EWU | NYSE Arca

· iShares MSCI United Kingdom Small-Cap ETF | EWUS | Cboe BZX


The Markets in Review

Dear Shareholder,

Despite an uncertain economic landscape during the 12-month reporting period ended August 31, 2023, the resilience of the U.S. economy in the face of ever tighter financial conditions provided an encouraging backdrop for investors. While inflation was near multi-decade highs at the beginning of the period, it declined precipitously as commodity prices dropped. Labor shortages also moderated, although wages continued to grow and unemployment rates reached the lowest levels in decades. This robust labor market powered further growth in consumer spending, backstopping the economy.

Equity returns were solid, as the durability of consumer sentiment eased investors’ concerns about the economy’s trajectory. The U.S. economy resumed growth in the third quarter of 2022 and continued to expand thereafter. Most major classes of equities rose, as large-capitalization U.S. stocks and developed market equities advanced strongly. However, small-capitalization U.S. stocks and emerging market equities posted more modest gains.

The 10-year U.S. Treasury yield rose during the reporting period, driving its price down, as investors reacted to elevated inflation and attempted to anticipate future interest rate changes. The corporate bond market also faced inflationary headwinds, although high-yield corporate bond prices fared significantly better than investment-grade bonds as demand from yield-seeking investors remained strong.

The U.S. Federal Reserve (the “Fed”), acknowledging that inflation has been more persistent than expected, raised interest rates seven times during the 12-month period. Furthermore, the Fed wound down its bond-buying programs and incrementally reduced its balance sheet by not replacing securities that reach maturity. However, the Fed declined to raise interest rates at its June 2023 meeting, the first time it paused its tightening in the current cycle, before again raising rates in July 2023.

Supply constraints appear to have become an embedded feature of the new macroeconomic environment, making it difficult for developed economies to increase production without sparking higher inflation. Geopolitical fragmentation and an aging population risk further exacerbating these constraints, keeping the labor market tight and wage growth high. Although the Fed has decelerated the pace of interest rate hikes and recently opted for two pauses, we believe that the new economic regime means that the Fed will need to maintain high rates for an extended period to keep inflation under control. Furthermore, ongoing structural changes may mean that the Fed will be hesitant to cut interest rates in the event of faltering economic activity lest inflation accelerate again. We believe investors should expect a period of higher volatility as markets adjust to the new economic reality and policymakers attempt to adapt.

While we favor an overweight position to developed market equities in the long term, we prefer an underweight stance in the near term. Expectations for corporate earnings remain elevated, which seems inconsistent with macroeconomic constraints. Nevertheless, we are overweight on emerging market stocks in the near term as growth trends for emerging markets appear brighter. We also believe that stocks with an AI tilt should benefit from an investment cycle that is set to support revenues and margins. In credit, there are selective opportunities in the near term despite tightening credit and financial conditions. For fixed income investing with a six- to twelve-month horizon, we see the most attractive investments in short-term U.S. Treasuries, U.S. inflation-linked bonds, U.S. mortgage-backed securities, and hard-currency emerging market bonds.

Overall, our view is that investors need to think globally, position themselves to be prepared for a decarbonizing economy, and be nimble as market conditions change. We encourage you to talk with your financial advisor and visit iShares.com for further insight about investing in today’s markets.

 

LOGO

Rob Kapito

President, BlackRock, Inc.

 

LOGO

Rob Kapito

President, BlackRock, Inc.

 

Total Returns as of August 31, 2023
     
     6-Month   12-Month
   

U.S. large cap equities
(S&P 500® Index)

  14.50%    15.94% 
   

U.S. small cap equities
(Russell 2000® Index)

  0.99      4.65   
   

International equities

(MSCI Europe, Australasia, Far East Index)

  4.75      17.92   
   

Emerging market equities
(MSCI Emerging Markets Index)

  3.62      1.25   
   

3-month Treasury bills
(ICE BofA 3-Month U.S. Treasury Bill Index)

  2.47      4.25   
   

U.S. Treasury securities
(ICE BofA 10-Year U.S. Treasury Index)

  0.11      (4.71)  
   

U.S. investment grade bonds
(Bloomberg U.S. Aggregate Bond Index)

  0.95      (1.19)  
   

Tax-exempt municipal bonds
(Bloomberg Municipal Bond Index)

  1.04      1.70   
   

U.S. high yield bonds
(Bloomberg U.S. Corporate High Yield 2% Issuer Capped Index)

  4.55      7.19   
Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

 

 

2  

T H I S  P A G EI SN O T  P A R TO F  Y O U R  F U N D  R E P O R T


Table of Contents

 

      Page

The Markets in Review

   2

Annual Report:

  

Market Overview

   4

Fund Summary

   5

About Fund Performance

   11

Disclosure of Expenses

   11

Schedules of Investments

   12

Financial Statements

  

Statements of Assets and Liabilities

   23

Statements of Operations

   24

Statements of Changes in Net Assets

   25

Financial Highlights

   27

Notes to Financial Statements

   30

Report of Independent Registered Public Accounting Firm

   40

Important Tax Information

   41

Board Review and Approval of Investment Advisory Contract

   42

Supplemental Information

   46

Trustee and Officer Information

   48

General Information

   51

Glossary of Terms Used in this Report

   52

 

 

 


Market Overview

 

iShares Trust

Global Market Overview

Global equity markets advanced during the 12 months ended August 31, 2023 (“reporting period”), supported by continued economic growth and moderating inflation. The MSCI ACWI, a broad global equity index that includes both developed and emerging markets, returned 13.95% in U.S. dollar terms for the reporting period. Despite concerns about the impact of higher interest rates and rising prices, the global economy continued to grow, albeit at a slower pace than during the initial post-coronavirus pandemic recovery. Inflation began to subside in most regions of the world, and lower energy prices reduced pressure on consumers, leading consumer and business sentiment to improve. While the Russian invasion of Ukraine continued to disrupt trade in Europe and elsewhere, market adaptation lessened the economic impact of the ongoing war. The prices of several key commodities, including oil, natural gas, and wheat, either stabilized or declined during the reporting period, easing pressure on the world’s economies.

The U.S. Federal Reserve (“Fed”) tightened monetary policy rapidly, raising short-term interest rates seven times over the course of the reporting period. The pace of tightening decelerated as the Fed twice lowered the increment of increase before pausing entirely in June 2023, the first time it declined to take action since the tightening cycle began. However, the Fed then raised interest rates again at its July 2023 meeting and stated that it would continue to monitor economic data. The Fed also continued to decrease the size of its balance sheet by reducing the store of U.S. Treasuries it had accumulated to stabilize markets in the early phases of the pandemic.

Despite the tightening financial conditions, the U.S. economy demonstrated continued strength, and U.S. equities advanced. The economy returned to growth in the third quarter of 2022 and showed robust, if slightly slower, growth thereafter. Consumers powered the economy, increasing their spending in both nominal and inflation-adjusted terms. A strong labor market bolstered spending, as unemployment remained low, and the number of employed persons reached an all-time high. Tightness in the labor market drove higher wages, although wage growth slowed as the reporting period continued.

European stocks outpaced their counterparts in most other regions of the globe, advancing strongly for the reporting period despite modest economic growth. European stocks benefited from a solid recovery following the early phases of the war in Ukraine. While the conflict disrupted critical natural gas supplies, new sources were secured and prices declined, while a warm winter helped moderate consumption. The European Central Bank (“ECB”) responded to the highest inflation since the introduction of the euro by raising interest rates eight times and beginning to reduce the size of its debt holdings.

Stocks in the Asia-Pacific region gained, albeit at a slower pace than other regions of the world. Japan returned to growth in the fourth quarter of 2022 and first half of 2023, as strong business investment and exports helped boost the economy and support Japanese equities. However, Chinese stocks were negatively impacted by slowing economic growth. While investors were initially optimistic following China’s lifting of several pandemic-related lockdowns in December 2022, subsequent performance disappointed, and tensions with the U.S. increased. Emerging market stocks advanced modestly, as the resilient global economic environment reassured investors. The declining value of the U.S. dollar relative to many other currencies and the slowing pace of the Fed’s interest rate increases also supported emerging market stocks.

 

 

4  

2 0 2 3I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Fund Summary as of August 31, 2023     iShares® Currency Hedged MSCI United Kingdom ETF

 

Investment Objective

The iShares Currency Hedged MSCI United Kingdom ETF (the “Fund”) seeks to track the investment results of an index composed of large- and mid-capitalization United Kingdom equities while mitigating exposure to fluctuations between the value of the British pound and the U.S. dollar, as represented by the MSCI United Kingdom 100% Hedged to USD Index (the “Index”). The Fund invests in a representative sample of securities included in the Index that collectively has an investment profile similar to the Index. Due to the use of representative sampling, the Fund may or may not hold all of the securities that are included in the Index. The Fund currently seeks to achieve its investment objective by investing a substantial portion of its assets in one underlying fund, the iShares MSCI United Kingdom ETF.

On June 6, 2023, the Board approved a proposal to close the Fund to new and subsequent investments and thereafter to liquidate the Fund. After the close of business on October 30, 2023, the Fund will no longer accept creation orders. Trading in the Fund will be halted prior to market open on October 31, 2023. Proceeds of the liquidation will be sent to shareholders on or about November 2, 2023.

Performance

 

    Average Annual Total Returns           Cumulative Total Returns  
     1 Year      5 Years      Since
Inception
           1 Year      5 Years      Since
Inception
 

Fund NAV

    6.89      4.60      5.89       6.89      25.20      59.72

Fund Market

    6.87        4.59        5.90         6.87        25.14        59.77  

Index

    7.06        5.25        6.42               7.06        29.15        66.20  

GROWTH OF $10,000 INVESTMENT

(SINCE INCEPTION AT NET ASSETVALUE)

 

LOGO

The inception date of the Fund was June 29, 2015. The first day of secondary market trading was July 1, 2015.

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

 

      Actual           Hypothetical 5% Return           
 

 

 

     

 

 

      
         

Beginning

Account Value

(03/01/23)

 

 

 

      

Ending

Account Value

(08/31/23)

 

 

 

      

Expenses

Paid During

the Period

 

 

(a) 

           

Beginning

Account Value

(03/01/23)

 

 

 

      

Ending

Account Value

(08/31/23)

 

 

 

      

Expenses

Paid During

the Period

 

 

(a) 

      

Annualized

Expense

Ratio

 

 

 

          $  1,000.00          $   963.70          $  0.00               $  1,000.00          $  1,025.20          $  0.00          0.00

 

  (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. The fees and expenses of the underlying funds in which the Fund invests are not included in the Fund’s annualized expense ratio.

 

 

 

F U N D  S U M M A R Y

    5  


Fund Summary as of August 31,  2023(continued)    iShares® Currency Hedged MSCI United Kingdom ETF

 

Portfolio Management Commentary

Despite a slowing economy, stocks from the U.K. advanced significantly in U.S. dollar terms during the reporting period. Early in the reporting period, a tax plan proposed by the government raised investor concerns about additional borrowing requirements and the impact of the plan on financial markets. However, the plan was withdrawn, and new leadership stabilized the country’s fiscal position. Inflation remained elevated, although it declined notably during the reporting period, as the Bank of England raised interest rates eight times in an attempt to control rising prices.

The financials sector contributed the most to the Index’s return, driven primarily by the banking industry. Rising interest rates drove increased bank revenues, and cost cuts in the form of automation and layoffs also improved profitability, supporting larger dividend payouts and a stock buyback program. A rebound in an international interbank lending rate led to higher net interest margins (a measure of the profitability of interest-bearing assets compared to interest paid to depositors) for large British banks.

The industrials sector contributed meaningfully to the Index’s performance, as the aerospace and defense industry drove solid gains. The rebound in international travel following the end of coronavirus pandemic-related restrictions increased demand for aircraft engines, bolstering profits in the industry. Furthermore, geopolitical tensions in the wake of Russia’s invasion of Ukraine led to a significant increase in orders for defense equipment. The energy sector also contributed, as the oil, gas, and consumable fuels industry was buoyed by strong cash flows that enabled increased dividend payments to shareholders.

In terms of currency performance during the reporting period, the British pound appreciated by approximately 9% against the U.S. dollar. As the Fed slowed and then paused its interest rate increases, the Bank of England continued to raise interest rates, supporting the value of the British pound relative to the U.S. dollar.

The British pound’s positive performance meant hedging activity detracted from the Index’s return. A fully hedged investor seeks to bypass the currency fluctuations — both on the upside and on the downside — related to holding foreign-currency-denominated securities. The Index’s hedging activity offset the positive impact of the British pound’s performance relative to the U.S. dollar, resulting in an Index return that was relatively close to the return of British equities measured in British pounds.

Portfolio Information

 

PORTFOLIO COMPOSITION

 

   
Investment Type   Percent of  
Net Assets  

Investment Companies

  99.9%

Short-term Investments

  45.8  
Forward foreign currency exchange contracts, net cumulative appreciation   1.6  

Other assets less liabilities

  (47.3) 

SECTOR ALLOCATION (of the UNDERLYING FUND)

 

   
Sector  

Percent of

Total Investment(a)

Consumer Staples

  19.5%

Financials

  18.6  

Energy

  13.9  

Health Care

  13.2  

Industrials

  11.5  

Materials

  8.6  

Consumer Discretionary

  6.0  

Utilities

  4.2  

Communication Services

  2.7  

Information Technology

  1.0  

Real Estate

  0.7  

 

  (a)

Excludes money market funds.

 

 

 

6  

2 0 2 3I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Fund Summary as of August 31, 2023      iShares® MSCI United Kingdom ETF

 

Investment Objective

The iShares MSCI United Kingdom ETF (the “Fund”) seeks to track the investment results of an index composed of U.K. equities, as represented by the MSCI United Kingdom 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

 

    Average Annual Total Returns           Cumulative Total Returns  
     1 Year      5 Years      10 Years            1 Year      5 Years      10 Years  

Fund NAV

    14.46      2.77      2.62       14.46      14.66      29.55

Fund Market

    14.53        2.82        2.57         14.53        14.92        28.84  

Index

    14.82        3.39        3.19               14.82        18.11        36.85  

GROWTH OF $10,000 INVESTMENT

(AT NET ASSET VALUE)

 

LOGO

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 

 

    Actual           Hypothetical 5% Return           
 

 

 

     

 

 

      
     

Beginning

Account Value

(03/01/23)

 

 

 

      

Ending

Account Value

(08/31/23)

 

 

 

      

Expenses

Paid During

the Period

 

 

(a) 

           

Beginning

Account Value

(03/01/23)

 

 

 

      

Ending

Account Value

(08/31/23)

 

 

 

      

Expenses

Paid During

the Period

 

 

(a) 

      

Annualized

Expense

Ratio

 

 

 

  $ 1,000.00        $ 1,011.00        $ 2.53             $ 1,000.00        $ 1,022.70        $ 2.55          0.50

 

  (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.

 

 

 

F U N D  S U M M A R Y

    7  


Fund Summary as of August 31, 2023   (continued)    iShares® MSCI United Kingdom ETF

 

Portfolio Management Commentary

Despite a slowing economy, stocks from the U.K. advanced significantly during the reporting period. Early in the reporting period, a tax plan proposed by the government raised investor concerns about additional borrowing requirements and the impact of the plan on financial markets. However, the plan was withdrawn, and new leadership stabilized the country’s fiscal position. Inflation remained elevated, although it declined notably during the reporting period, as the Bank of England raised interest rates eight times in an attempt to control rising prices. Higher interest rates supported the British pound, which appreciated relative to the U.S. dollar, making British stocks more valuable in U.S. dollar terms.

The financials sector contributed the most to the Index’s return, driven primarily by the banking industry. Rising interest rates drove increased bank revenues, and cost cuts in the form of automation and layoffs also improved profitability, supporting larger dividend payouts and a stock buyback program. A rebound in an international interbank lending rate led to higher net interest margins (a measure of the profitability of interest-bearing assets compared to interest paid to depositors) for large British banks.

The industrials sector contributed meaningfully to the Index’s performance, as the aerospace and defense industry drove solid gains. The rebound in international travel following the end of coronavirus pandemic-related restrictions increased demand for aircraft engines, bolstering profits in the industry. Furthermore, geopolitical tensions in the wake of Russia’s invasion of Ukraine led to a significant increase in orders for defense equipment. The energy sector also contributed, as the oil, gas, and consumable fuels industry was buoyed by strong cash flows that enabled increased dividend payments to shareholders.

Portfolio Information 

 

SECTOR ALLOCATION

 

 

   

Sector

   

Percent of

Total Investments

 

(a) 

Consumer Staples

    19.5

Financials

    18.6  

Energy

    14.0  

Health Care

    13.2  

Industrials

    11.5  

Materials

    8.6  

Consumer Discretionary

    6.0  

Utilities

    4.2  

Communication Services

    2.7  

Information Technology

    1.0  

Real Estate

    0.7  

 

  (a)

Excludes money market funds.

 

TEN LARGEST HOLDINGS

 

 

   

Security

   

Percent of

Total Investments

 

(a) 

AstraZeneca PLC

    9.3

Shell PLC

    9.2  

HSBC Holdings PLC

    6.5  

Unilever PLC

    5.7  

BP PLC

    4.8  

Diageo PLC

    4.1  

GSK PLC

    3.2  

British American Tobacco PLC

    3.1  

Rio Tinto PLC

    3.1  

RELX PLC

    2.8  

 

 

8  

2 0 2 3I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Fund Summary as of August 31, 2023      iShares® MSCI United Kingdom Small-Cap ETF

 

Investment Objective

The iShares MSCI United Kingdom Small-Cap ETF (the “Fund”) seeks to track the investment results of an index composed of small-capitalization U.K. equities, as represented by the MSCI United Kingdom Small Cap 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

 

    Average Annual Total Returns           Cumulative Total Returns  
     1 Year      5 Years      10 Years            1 Year      5 Years      10 Years  

Fund NAV

    9.55      (2.55 )%       2.03       9.55      (12.14 )%       22.28

Fund Market

    9.71        (2.50      1.97         9.71        (11.90      21.54  

Index

    9.87        (1.99      2.65               9.87        (9.55      29.84  

GROWTH OF $10,000 INVESTMENT

(AT NET ASSET VALUE)

 

LOGO

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

 

    Actual           Hypothetical 5% Return           
 

 

 

     

 

 

      
     

Beginning

Account Value

(03/01/23)

 

 

 

      

Ending

Account Value

(08/31/23)

 

 

 

      

Expenses

Paid During

the Period

 

 

(a) 

           

Beginning

Account Value

(03/01/23)

 

 

 

      

Ending

Account Value

(08/31/23)

 

 

 

      

Expenses

Paid During

the Period

 

 

(a) 

      

Annualized

Expense

Ratio

 

 

 

  $ 1,000.00        $ 1,002.10        $ 2.98             $ 1,000.00        $ 1,022.20        $ 3.01          0.59

 

  (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.

 

 

 

F U N D  S U M M A R Y

    9  


Fund Summary as of August 31,  2023(continued)    iShares® MSCI United Kingdom Small-Cap ETF

 

Portfolio Management Commentary

Despite a slowing economy and higher interest rates, small capitalization stocks from the U.K. advanced significantly during the reporting period. Many larger companies were reclassified as small companies due to falling stock prices in 2022, which lowered valuations for small capitalization stocks overall. Relatively low valuations, as well as solid fundamental results both from companies with global exposure and from domestically focused niche companies, ultimately propelled small capitalization stocks. Higher interest rates supported the British pound, which appreciated relative to the U.S. dollar, making British stocks more valuable in U.S. dollar terms.

The consumer discretionary sector was the largest contributor to the Index’s return despite declining retail sales. U.K. consumers sought refuge from rising prices by shifting purchases to less expensive products. Consequently, a prominent discount store’s strong sales and improving earnings guidance drove the company’s stock higher. Similarly, the leisure products industry advanced, driven mostly by solid earnings at a company that sells miniature figurines for a medieval fantasy wargame.

The industrials sector also advanced amid a modest recovery in industrial production. Engineering services stocks in the machinery industry gained, as strong demand for mining equipment, sustainability projects, and automation drove earnings growth. Among trading companies and distributors, a manufacturer of custom kitchen cabinets advanced despite a flat housing market. The financials sector benefited from rising capital markets and solid growth at a bank with operations in Georgia, whose economy grew rapidly amid rising foreign investment, tourism, and the country’s ascendance as a key shipping center during the war in Ukraine.

On the downside, broad-based weakness in the real estate sector detracted from the Index’s return. Rising interest rates, office vacancy due to the rise of remote work, and financial distress at a subsidized housing provider weighed on the sector.

Portfolio Information

 

SECTOR ALLOCATION

 

 

   

Sector

   

Percent of

Total Investments

 

(a) 

Industrials

    21.2

Consumer Discretionary

    17.6  

Financials

    16.6  

Real Estate

    12.1  

Health Care

    6.2  

Information Technology

    5.9  

Communication Services

    5.8  

Consumer Staples

    5.4  

Materials

    5.0  

Energy

    2.5  

Utilities

    1.7  

 

  (a)

Excludes money market funds.

 

TEN LARGEST HOLDINGS

 

 

   

Security

   
Percent of
Total Investments
 
(a) 

B&M European Value Retail SA

    1.9

Weir Group PLC (The)

    1.6  

Rightmove PLC

    1.6  

Marks & Spencer Group PLC

    1.5  

Dechra Pharmaceuticals PLC

    1.5  

DS Smith PLC

    1.5  

Diploma PLC

    1.4  

Howden Joinery Group PLC

    1.4  

Intermediate Capital Group PLC

    1.3  

IMI PLC

    1.3  

 

 

10  

2 0 2 3I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


About Fund Performance

 

Past performance is not an indication of future results. Financial markets have experienced extreme volatility and trading in many instruments has been disrupted. These circumstances may continue for an extended period of time and may continue to affect adversely the value and liquidity of each Fund’s investments. As a result, current performance may be lower or higher than the performance data quoted. Performance data current to the most recent month-end is available at iShares.com. Performance results assume reinvestment of all dividends and capital gain distributions and do not reflect the deduction of taxes that a shareholder would pay on fund distributions or on the redemption or sale of fund shares. The investment return and principal value of shares will vary with changes in market conditions. Shares may be worth more or less than their original cost when they are redeemed or sold in the market. Performance for certain funds may reflect a waiver of a portion of investment advisory fees. Without such a waiver, performance would have been lower.

Net asset value or “NAV” is the value of one share of a fund as calculated in accordance with the standard formula for valuing mutual fund shares. Beginning August 10, 2020, the price used to calculate market return (“Market Price”) is the closing price. Prior to August 10, 2020, Market Price was determined using the midpoint between the highest bid and the lowest ask on the primary stock exchange on which shares of a fund are listed for trading, as of the time that such fund’s NAV is calculated. Since shares of a fund may not trade in the secondary market until after the fund’s inception, for the period from inception to the first day of secondary market trading in shares of the fund, the NAV of the fund is used as a proxy for the Market Price to calculate market returns. Market and NAV returns assume that dividends and capital gain distributions have been reinvested at Market Price and NAV, respectively.

An index is a statistical composite that tracks a specified financial market or sector. Unlike a fund, an index does not actually hold a portfolio of securities and therefore does not incur the expenses incurred by a fund. These expenses negatively impact fund performance. Also, market returns do not include brokerage commissions that may be payable on secondary market transactions. If brokerage commissions were included, market returns would be lower.

Disclosure of Expenses

Shareholders of each Fund may incur the following charges: (1) transactional expenses, including brokerage commissions on purchases and sales of fund shares and (2) ongoing expenses, including management fees and other fund expenses. The expense examples shown (which are based on a hypothetical investment of $1,000 invested at the beginning of the period and held through the end of the period) are intended to assist shareholders both in calculating expenses based on an investment in each Fund and in comparing these expenses with similar costs of investing in other funds.

The expense examples provide information about actual account values and actual expenses. Annualized expense ratios reflect contractual and voluntary fee waivers, if any. In order to estimate the expenses a shareholder paid during the period covered by this report, shareholders can divide their account value by $1,000 and then multiply the result by the number under the heading entitled “Expenses Paid During the Period.”

The expense examples also provide information about hypothetical account values and hypothetical expenses based on a fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses. In order to assist shareholders in comparing the ongoing expenses of investing in the Funds and other funds, compare the 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

The expenses shown in the expense examples are intended to highlight shareholders’ ongoing costs only and do not reflect any transactional expenses, such as brokerage commissions and other fees paid on purchases and sales of fund shares. Therefore, the hypothetical examples are useful in comparing ongoing expenses only and will not help shareholders determine the relative total expenses of owning different funds. If these transactional expenses were included, shareholder expenses would have been higher.

 

 

A B O U T  F U N D  P E R F O R M A N C E / D I S C L O S U R EO F  E X P E N S E S

  11


Schedule of Investments

August 31, 2023

  

iShares® Currency Hedged MSCI United Kingdom ETF

(Percentages shown are based on Net Assets)

 

Security  

Shares

    Value  

 

 

Investment Companies

   

Exchange-Traded Funds — 99.9%

   

iShares MSCI United Kingdom ETF(a)(b)

    270,201     $ 8,646,432  
   

 

 

 

Total Investment Companies
(Cost: $9,056,856)

      8,646,432  
   

 

 

 

Short-Term Securities

   

Money Market Funds — 45.8%

   

BlackRock Cash Funds: Institutional, SL Agency Shares, 5.52%(a)(c)(d)

    3,958,815       3,960,002  
   

 

 

 

Total Short-Term Securities — 45.8%
(Cost: $3,960,000)

 

    3,960,002  
   

 

 

 

Total Investments in Securities — 145.7%
(Cost: $13,016,856)

 

    12,606,434  

Liabilities in Excess of Other Assets — (45.7)%

 

    (3,951,756
   

 

 

 

Net Assets — 100.0%

    $  8,654,678  
   

 

 

 
(a) 

Affiliate of the Fund.

(b) 

All or a portion of this security is on loan.

(c) 

Annualized 7-day yield as of period end.

(d) 

All or a portion of this security was purchased with the cash collateral from loaned securities.

 

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the year ended August 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

 

 

 
Affiliated Issuer   Value at
08/31/22
    Purchases
at Cost
    Proceeds
from Sale
    Net Realized
Gain (Loss)
    Change in
Unrealized
Appreciation
(Depreciation)
    Value at
08/31/23
    Shares
Held at
08/31/23
    Income    

Capital

Gain
Distributions
from
Underlying
Funds

 

 

 

BlackRock Cash Funds: Institutional, SL Agency Shares

  $     $ 3,959,324 (a)    $     $ 676     $ 2     $ 3,960,002       3,958,815     $ 20,969 (b)    $  

BlackRock Cash Funds: Treasury, SL Agency Shares(c)

    700,000             (700,000 )(a)                              404        

iShares MSCI United Kingdom ETF

    15,793,013       3,600,763       (12,154,058     (240,889     1,647,603       8,646,432       270,201       378,854        
       

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 
        $ (240,213   $ 1,647,605     $ 12,606,434       $ 400,227     $  
       

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

 

  (a) 

Represents net amount purchased (sold).

 
  (b) 

All or a portion represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

 
  (c) 

As of period end, the entity is no longer held.

 

Derivative Financial Instruments Outstanding as of Period End Forward

Foreign Currency Exchange Contracts

 

             
 Currency Purchased           

Currency Sold

     Counterparty    Settlement Date             Unrealized
Appreciation
(Depreciation)
   

USD

     8,812,396               GBP      6,848,000      Bank of America N.A.    09/05/23       $ 137,355    

USD

     41,100         GBP      32,000      JPMorgan Chase Bank N.A.    09/05/23         562    

USD

     83,643         GBP      66,000      JPMorgan Chase Bank N.A.    10/03/23         23    

USD

     8,719,168         GBP      6,880,000      State Street Bank & Trust Company    10/03/23         2,444    
                       

 

 

   
                          140,384    
                       

 

 

   

GBP

     6,880,000         USD      8,717,992      State Street Bank & Trust Company    09/05/23         (2,412  

 

 

12  

2 0 2 3 I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments(continued)

August 31, 2023

  

iShares® Currency Hedged MSCI United Kingdom ETF

 

Forward Foreign Currency Exchange Contracts (continued)

 

           
 Currency Purchased     

Currency Sold

     Counterparty    Settlement Date          Unrealized
Appreciation
(Depreciation)
   

GBP

        94,000                   USD       119,119      Deutsche Bank Securities Inc.    10/03/23             $ (25  
                       

 

 

   
                          (2,437  
                       

 

 

   
                        $ 137,947    
                       

 

 

   

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:

 

 

 
     Commodity
Contracts
     Credit
Contracts
     Equity
Contracts
     Foreign
Currency
Exchange
Contracts
     Interest
Rate
Contracts
     Other
Contracts
     Total  

 

 

Assets — Derivative Financial Instruments

                    

Forward foreign currency exchange contracts

                    

Unrealized appreciation on forward foreign currency exchange contracts

   $      $      $      $ 140,384      $      $      $ 140,384  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities — Derivative Financial Instruments

                    

Forward foreign currency exchange contracts

                    

Unrealized depreciation on forward foreign currency exchange contracts

   $      $      $      $ 2,437      $      $      $ 2,437  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

For the period ended August 31, 2023, the effect of derivative financial instruments in the Statements of Operations was as follows:

 

 

 
     Commodity
Contracts
     Credit
Contracts
     Equity
Contracts
     Foreign
Currency
Exchange
Contracts
     Interest
Rate
Contracts
     Other
Contracts
     Total  

 

 

Net Realized Gain (Loss) from

                    

Forward foreign currency exchange contracts

   $      $      $      $ (32,146    $      $      $ (32,146
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on

                    

Forward foreign currency exchange contracts

   $      $      $      $ (868,900    $      $      $ (868,900
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

 

 

Forward foreign currency exchange contracts:

 

Average amounts purchased — in USD

  $ 10,626,717   

Average amounts sold — in USD

  $ 20,564,223   

 

 

For more information about the Fund’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.

Derivative Financial Instruments - Offsetting as of Period End

The Fund’s derivative assets and liabilities (by type) were as follows:

 

 

 
    Assets      Liabilities  

 

 

Derivative Financial Instruments:

    

Forward foreign currency exchange contracts

  $ 140,384      $ 2,437  
 

 

 

    

 

 

 

Total derivative assets and liabilities in the Statement of Assets and Liabilities

    140,384        2,437  

Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)

            
 

 

 

    

 

 

 

Total derivative assets and liabilities subject to an MNA

    140,384        2,437  
 

 

 

    

 

 

 

The following tables present the Fund’s derivative assets and liabilities by counterparty net of amounts available for offset under an MNA and net of the related collateral received and pledged by the Fund:

 

 

 
           Derivative
Assets
Subject to an
MNA by
   

Derivatives
Available

           Non-Cash
Collateral
           Cash
Collateral
   

Net Amount
of Derivative

 
Counterparty        Counterparty          for Offset (a)         Received          Received          Assets (b) 

 

 

Bank of America N.A.

         $ 137,355            $            $            $              $137,355  

JPMorgan Chase Bank N.A.

       585                                     585  

 

 

S C H E D U L EO F  I N V E S T M E N T S

  13


Schedule of Investments(continued)

August 31, 2023

  

iShares® Currency Hedged MSCI United Kingdom ETF

 

Derivative Financial Instruments - Offsetting as of Period End (continued)

 

 

 
   

Derivative

Assets

Subject to

an MNA by

   

Derivatives

Available

   

Non-Cash

Collateral

   

Cash

Collateral

   

Net Amount

of Derivative

 
Counterparty     Counterparty          for Offset (a)      Received       Received          Assets (b) 

 

 

State Street Bank & Trust Company

            $ 2,444            $ (2,412          $            $            $ 32  
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 
     $ 140,384        $ (2,412      $        $        $ 137,972  
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 
                        

 

 
   

Derivative

Liabilities

Subject to

an MNA by

   

Derivatives

Available

           Non-Cash
Collateral
           Cash
Collateral
   

Net Amount

of Derivative

 
Counterparty  

 

Counterparty

 

       for Offset (a)         Pledged          Pledged          Liabilities (c) 

 

 

Deutsche Bank Securities Inc.

     $ 25        $        $        $        $ 25  

State Street Bank & Trust Company

       2,412          (2,412                           
    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 
     $ 2,437        $ (2,412      $        $        $ 25  
    

 

 

      

 

 

      

 

 

      

 

 

   

 

 

    

 

 

 

 

  (a) 

The amount of derivatives available for offset is limited to the amount of derivative assets and/or liabilities that are subject to an MNA.

 
  (b) 

Net amount represents the net amount receivable from the counterparty in the event of default.

 
  (c) 

Net amount represents the net amount payable due to the counterparty in the event of default.

 

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.

 

 

   
     Level 1      Level 2      Level 3      Total      

 

   

Assets

             

Investments

             

Long-Term Investments

             

Investment Companies

   $ 8,646,432      $      $      $ 8,646,432    

Short-Term Securities

             

Money Market Funds

     3,960,002                      3,960,002    
  

 

 

    

 

 

    

 

 

    

 

 

   
   $ 12,606,434      $      $      $ 12,606,434    
  

 

 

    

 

 

    

 

 

    

 

 

   

Derivative Financial Instruments(a)

             

Assets

             

Foreign Currency Exchange Contracts

   $      $ 140,384      $      $ 140,384    

Liabilities

             

Foreign Currency Exchange Contracts

            (2,437             (2,437  
  

 

 

    

 

 

    

 

 

    

 

 

   
   $      $  137,947      $     —        137,947    
  

 

 

    

 

 

    

 

 

    

 

 

   

 

  (a) 

Derivative financial instruments are forward foreign currency exchange contracts. Forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument.

 

See notes to financial statements.

 

 

14  

2 0 2 3 I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments

August 31, 2023

  

iShares® MSCI United Kingdom ETF

(Percentages shown are based on Net Assets)

 

Security   Shares     Value  

Common Stocks

   

Aerospace & Defense — 3.1%

   

BAE Systems PLC

    3,618,596     $ 46,056,634  

Melrose Industries PLC

    1,606,769       10,433,737  

Rolls-Royce Holdings PLC(a)

    10,006,610       28,071,739  
   

 

 

 
      84,562,110  
Banks — 10.9%            

Barclays PLC

    18,494,251       34,448,454  

HSBC Holdings PLC

    23,501,726       173,377,103  

Lloyds Banking Group PLC

    76,567,010       40,906,881  

NatWest Group PLC, NVS

    6,910,139       20,095,244  

Standard Chartered PLC

    2,819,960       25,373,167  
   

 

 

 
      294,200,849  
Beverages — 4.3%            

Coca-Cola HBC AG, Class DI

    262,393       7,558,729  

Diageo PLC

    2,672,030       109,427,541  
   

 

 

 
      116,986,270  
Broadline Retail — 0.5%            

Next PLC

    144,683       12,786,891  
   

 

 

 
Capital Markets — 3.7%            

3i Group PLC

    1,154,984       29,084,164  

abrdn PLC

    2,353,311       4,909,178  

Hargreaves Lansdown PLC

    419,549       4,037,401  

London Stock Exchange Group PLC

    475,903       49,234,127  

Schroders PLC

    947,459       4,928,963  

St. James’s Place PLC

    647,529       7,240,566  
   

 

 

 
      99,434,399  
Chemicals — 0.6%            

Croda International PLC

    166,105       11,600,419  

Johnson Matthey PLC

    219,567       4,526,638  
   

 

 

 
      16,127,057  
Commercial Services & Supplies — 0.8%            

Rentokil Initial PLC

    2,986,677       22,738,966  
   

 

 

 
Consumer Staples Distribution & Retail — 1.6%  

J Sainsbury PLC

    1,969,606       6,735,565  

Ocado Group PLC(a)

    688,716       7,586,299  

Tesco PLC

    8,522,575        28,672,325  
   

 

 

 
      42,994,189  
Diversified Consumer Services — 0.3%            

Pearson PLC

    761,184       8,067,566  
   

 

 

 
Diversified REITs — 0.2%            

Land Securities Group PLC

    839,332       6,395,619  
   

 

 

 
Diversified Telecommunication Services — 0.4%        

BT Group PLC

    7,677,327       11,231,248  
   

 

 

 
Electric Utilities — 1.0%            

SSE PLC

    1,296,322       26,638,312  
   

 

 

 
Electronic Equipment, Instruments & Components — 0.4%  

Halma PLC

    451,139       12,229,661  
   

 

 

 
Financial Services — 0.5%            

M&G PLC

    2,672,948       6,456,076  

Wise PLC, Class A(a)

    723,565       5,856,874  
   

 

 

 
      12,312,950  
Food Products — 0.4%            

Associated British Foods PLC

    416,485       10,491,189  
   

 

 

 
Security   Shares     Value  

Health Care Equipment & Supplies — 0.5%

 

Smith & Nephew PLC

    1,039,174     $ 14,023,671  
   

 

 

 

Health Care Providers & Services — 0.0%

 

NMC Health PLC, NVS(b)

    122,262       2  
   

 

 

 

Hotels, Restaurants & Leisure — 3.3%

   

Compass Group PLC

    2,061,046       51,972,799  

Entain PLC

    755,718       11,053,664  

InterContinental Hotels Group PLC

    200,128       15,052,692  

Whitbread PLC

    235,276       10,232,974  
   

 

 

 
      88,312,129  
Household Durables — 0.9%            

Barratt Developments PLC

    1,156,991       6,632,419  

Berkeley Group Holdings PLC

    128,224       6,587,655  

Persimmon PLC

    380,561       5,130,446  

Taylor Wimpey PLC

    4,202,456       6,073,379  
   

 

 

 
       24,423,899  
Household Products — 2.3%            

Reckitt Benckiser Group PLC

    853,046       61,560,618  
   

 

 

 

Industrial Conglomerates — 0.6%

   

DCC PLC

    117,222       6,414,043  

Smiths Group PLC

    416,480       8,637,727  
   

 

 

 
      15,051,770  
Industrial REITs — 0.5%            

Segro PLC

    1,383,228       12,894,818  
   

 

 

 

Insurance — 3.3%

   

Admiral Group PLC

    253,151       7,975,269  

Aviva PLC

    3,255,530       15,446,709  

Legal & General Group PLC

    7,107,022       19,635,960  

Phoenix Group Holdings PLC

    892,294       5,877,896  

Prudential PLC

    3,273,297       39,865,667  
   

 

 

 
      88,801,501  
Interactive Media & Services — 0.3%            

Auto Trader Group PLC(c)

    1,092,871       8,380,636  
   

 

 

 

Machinery — 0.4%

   

Spirax-Sarco Engineering PLC

    87,594       11,224,836  
   

 

 

 

Media — 1.0%

   

Informa PLC

    1,663,971       15,374,251  

WPP PLC

    1,272,375       12,333,637  
   

 

 

 
      27,707,888  
Metals & Mining — 7.5%            

Anglo American PLC

    1,510,734       40,172,930  

Antofagasta PLC

    468,847       8,586,411  

Endeavour Mining PLC

    218,541       4,462,801  

Glencore PLC

    12,522,018       66,682,172  

Rio Tinto PLC

    1,338,553       82,434,278  
   

 

 

 
      202,338,592  
Multi-Utilities — 2.5%            

Centrica PLC

    6,615,571       12,697,692  

National Grid PLC

    4,377,601       54,642,943  
   

 

 

 
      67,340,635  
Oil, Gas & Consumable Fuels — 13.8%            

BP PLC

    20,629,546       127,475,819  

Shell PLC

    7,970,809       243,709,557  
   

 

 

 
      371,185,376  

 

 

S C H E D U L EO F  I N V E S T M E N T S

  15


Schedule of Investments(continued)

August 31, 2023

  

iShares® MSCI United Kingdom ETF

(Percentages shown are based on Net Assets)

 

Security   Shares     Value  

 

 

Paper & Forest Products — 0.3%

   

Mondi PLC

    576,052     $ 9,568,696  
   

 

 

 

Personal Care Products — 6.7%

   

Haleon PLC

    6,587,390       26,972,340  

Unilever PLC

    2,990,116       152,702,859  
   

 

 

 
      179,675,199  
Pharmaceuticals — 12.5%            

AstraZeneca PLC

    1,842,650       247,509,549  

GSK PLC

    4,868,549       85,277,179  

Hikma Pharmaceuticals PLC

    194,524       5,373,359  
   

 

 

 
      338,160,087  
Professional Services — 4.5%            

Experian PLC

    1,093,822       38,200,167  

Intertek Group PLC

    191,597       10,033,859  

RELX PLC

    2,255,063       73,503,168  
   

 

 

 
      121,737,194  
Software — 0.5%            

Sage Group PLC (The)

    1,219,059       14,980,533  
   

 

 

 

Specialty Retail — 0.5%

   

JD Sports Fashion PLC

    3,057,845       5,612,666  

Kingfisher PLC

    2,308,882       6,842,354  
   

 

 

 
       12,455,020  
Textiles, Apparel & Luxury Goods — 0.5%  

Burberry Group PLC

    448,276       12,376,733  
   

 

 

 

Tobacco — 4.0%

   

British American Tobacco PLC

    2,525,868       83,667,708  

Imperial Brands PLC

    1,026,459       23,240,654  
   

 

 

 
      106,908,362  
Trading Companies & Distributors — 1.9%  

Ashtead Group PLC

    521,223       36,359,612  

Bunzl PLC

    400,662       14,347,325  
   

 

 

 
      50,706,937  
Security   Shares     Value  

 

 

Water Utilities — 0.7%

   

Severn Trent PLC

    298,855     $ 9,075,604  

United Utilities Group PLC

    806,786       9,661,045  
   

 

 

 
      18,736,649  
Wireless Telecommunication Services — 0.9%  

Vodafone Group PLC

    27,338,794       25,344,501  
   

 

 

 

Total Long-Term Investments — 98.6%
(Cost: $3,195,228,282)

 

    2,661,093,558  
   

 

 

 

Short-Term Securities

   

Money Market Funds — 0.1%

   

BlackRock Cash Funds: Treasury, SL Agency Shares, 5.31%(d)(e)

    1,260,000       1,260,000  
   

 

 

 

Total Short-Term Securities — 0.1%
(Cost: $1,260,000)

 

    1,260,000  
   

 

 

 

Total Investments — 98.7%
(Cost: $3,196,488,282)

 

    2,662,353,558  

Other Assets Less Liabilities — 1.3%

 

    35,399,958  
   

 

 

 

Net Assets — 100.0%

    $  2,697,753,516  
   

 

 

 

 

(a) 

Non-income producing security.

(b) 

Security is valued using significant unobservable inputs and is classified as Level 3 in the fair value hierarchy.

(c) 

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors.

(d) 

Affiliate of the Fund.

(e) 

Annualized 7-day yield as of period end.

 

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the year ended August 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

 

 

 
Affiliated Issuer   Value at
08/31/22
     Purchases
at Cost
    Proceeds
from Sale
     Net Realized
Gain (Loss)
     Change in
Unrealized
Appreciation
(Depreciation)
     Value at
08/31/23
     Shares
Held at
08/31/23
     Income     

Capital

Gain
Distributions
from
Underlying
Funds

 

 

 

BlackRock Cash Funds: Treasury, SL Agency Shares

  $ 120,000      $ 1,140,000 (a)    $      $      $      $ 1,260,000        1,260,000      $ 99,928      $ 1  
         

 

 

    

 

 

    

 

 

       

 

 

    

 

 

 

 

  (a)

Represents net amount purchased (sold).

 

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

 

 

 
Description   Number of
Contracts
     Expiration
Date
     Notional
Amount
(000)
     Value/
Unrealized
Appreciation
(Depreciation)
 

 

 

Long Contracts

          

FTSE 100 Index

    375        09/15/23      $ 35,374      $ (407,099
          

 

 

 

 

 

16  

2 0 2 3 I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments(continued)

August 31, 2023

  

iShares® MSCI United Kingdom ETF

 

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:

 

 

 
    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)

  $      $      $ 407,099      $      $      $      $ 407,099  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a) 

Net cumulative unrealized appreciation (depreciation) on futures contracts are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).

 

For the period ended August 31, 2023, the effect of derivative financial instruments in the Statements of Operations was as follows:

 

 

 
    Commodity
Contracts
     Credit
Contracts
     Equity
Contracts
    Foreign
Currency
Exchange
Contracts
     Interest
Rate
Contracts
     Other
Contracts
     Total  

 

 

Net Realized Gain (Loss) from

                  

Futures contracts

  $      $      $ (758,593   $      $      $      $ (758,593
 

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on

                  

Futures contracts

  $      $      $ (302,155   $      $      $      $ (302,155
 

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

 

 

Futures contracts:

 

Average notional value of contracts — long

  $ 25,905,480   

 

 

For more information about the Fund’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.

Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of financial instruments. For a description of the input levels and information about the Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

 

                                                                                                   

 

 
    Level 1      Level 2     Level 3      Total  

 

 

Assets

         

Investments

         

Long-Term Investments

         

Common Stocks

  $      $ 2,661,093,556     $ 2      $ 2,661,093,558  

Short-Term Securities

         

Money Market Funds

    1,260,000                     1,260,000  
 

 

 

    

 

 

   

 

 

    

 

 

 
  $ 1,260,000      $ 2,661,093,556     $ 2      $ 2,662,353,558  
 

 

 

    

 

 

   

 

 

    

 

 

 

Derivative Financial Instruments(a)

         

Liabilities

         

Equity Contracts

  $      $ (407,099   $     —      $ (407,099
 

 

 

    

 

 

   

 

 

    

 

 

 

 

  (a) 

Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument.

 

See notes to financial statements.

 

 

S C H E D U L EO F  I N V E S T M E N T S

  17


Schedule of Investments

August 31, 2023

  

iShares® MSCI United Kingdom Small-Cap ETF

(Percentages shown are based on Net Assets)

 

Security   Shares     Value  

Common Stocks

   

Aerospace & Defense — 1.2%

   

Babcock International Group PLC(a)

    30,011     $ 146,769  

Chemring Group PLC

    33,746       124,401  

QinetiQ Group PLC

    61,693       259,852  
   

 

 

 
      531,022  
Air Freight & Logistics — 0.7%            

International Distributions Services PLC(a)

    84,939       260,853  

Wincanton PLC

    13,840       41,903  
   

 

 

 
      302,756  
Automobile Components — 0.8%            

AB Dynamics PLC

    2,009       44,792  

Dowlais Group PLC(a)

    160,069       230,353  

TI Fluid Systems PLC(b)

    40,053       64,235  
   

 

 

 
      339,380  
Automobiles — 0.3%            

Aston Martin Lagonda Global Holdings PLC(a)(b)(c)

    30,499       137,359  
   

 

 

 

Banks — 1.9%

   

Bank of Georgia Group PLC

    4,106       181,272  

Close Brothers Group PLC

    17,818       184,937  

TBC Bank Group PLC

    4,898       176,526  

Virgin Money UK PLC

    137,566       282,819  
   

 

 

 
      825,554  
Beverages — 1.6%            

AG Barr PLC

    11,259       69,532  

Britvic PLC

    30,502       339,084  

C&C Group PLC

    45,965       79,480  

Fevertree Drinks PLC

    12,437       206,865  
   

 

 

 
      694,961  
Biotechnology — 0.6%            

Genus PLC

    7,820       230,056  

Oxford Biomedica PLC(a)(c)

    7,833       31,975  
   

 

 

 
       262,031  
Broadline Retail — 2.0%            

B&M European Value Retail SA

    112,726       823,811  

THG PLC, Class B(a)

    69,253       86,232  
   

 

 

 
      910,043  
Building Products — 0.7%            

Genuit Group PLC

    29,512       119,088  

Tyman PLC

    23,058       86,339  

Volution Group PLC

    23,501       113,666  
   

 

 

 
      319,093  
Capital Markets — 8.1%            

AJ Bell PLC

    36,632       134,669  

Alpha FX Group PLC(c)

    4,120       111,691  

Ashmore Group PLC

    54,991       134,877  

Bridgepoint Group PLC(b)

    28,794       63,559  

CMC Markets PLC(b)

    13,257       17,802  

Draper Esprit PLC(a)

    15,403       47,493  

IG Group Holdings PLC

    47,974       410,617  

Impax Asset Management Group PLC

    11,892       80,471  

IntegraFin Holdings PLC

    34,913       106,589  

Intermediate Capital Group PLC

    34,420       588,223  

Investec PLC

    76,739       453,272  

IP Group PLC

    123,408       91,768  

JTC PLC(b)

    17,951       158,500  

Jupiter Fund Management PLC

    51,638       64,989  

Liontrust Asset Management PLC

    7,362       61,280  
Security   Shares     Value  

Capital Markets (continued)

   

Man Group PLC/Jersey

    142,111     $ 380,846  

Ninety One PLC

    32,772       71,116  

Polar Capital Holdings PLC

    10,908       67,364  

Quilter PLC(b)

    166,302       179,939  

Rathbones Group PLC

    7,137       158,971  

TP ICAP Group PLC

    93,410       195,484  
   

 

 

 
       3,579,520  
Chemicals — 0.9%            

Elementis PLC(a)

    69,532       100,591  

Essentra PLC

    35,102       65,634  

Synthomer PLC(a)

    40,665       32,969  

Victrex PLC

    10,306       195,779  
   

 

 

 
      394,973  
Commercial Services & Supplies — 1.6%            

Finablr PLC(a)(b)(d)

    61,710       1  

Johnson Service Group PLC

    49,262       74,193  

Mitie Group PLC

    151,667       186,410  

Renewi PLC(a)

    8,917       54,261  

Serco Group PLC

    131,455       254,620  

Smart Metering Systems PLC

    15,832       137,784  
   

 

 

 
      707,269  
Communications Equipment — 0.3%            

Spirent Communications PLC

    71,218       141,553  
   

 

 

 

Construction & Engineering — 1.4%

   

Balfour Beatty PLC

    66,529       275,761  

Keller Group PLC

    8,624       84,012  

Kier Group PLC(a)

    49,594       53,339  

Morgan Sindall Group PLC

    5,062       126,275  

Renew Holdings PLC

    9,373       85,253  
   

 

 

 
      624,640  
Construction Materials — 1.2%            

Breedon Group PLC

    36,123       159,933  

Forterra PLC(b)

    23,647       50,087  

Ibstock PLC(b)

    46,890       88,447  

Marshalls PLC

    26,965       93,760  

RHI Magnesita NV(c)

    3,348       119,911  
   

 

 

 
      512,138  
Consumer Finance — 0.1%            

Provident Financial PLC

    29,695       38,972  
   

 

 

 

Consumer Staples Distribution & Retail — 1.5%

   

Marks & Spencer Group PLC(a)

    233,527       669,801  
   

 

 

 

Containers & Packaging — 1.4%

   

DS Smith PLC

    163,145       644,068  
   

 

 

 

Distributors — 1.0%

   

Inchcape PLC

    44,025       424,907  
   

 

 

 

Diversified Consumer Services — 0.3%

   

Auction Technology Group PLC(a)

    11,493       103,080  

Me Group International PLC

    22,399       45,060  
   

 

 

 
      148,140  
Diversified REITs — 2.0%            

Balanced Commercial Property Trust Ltd.

    83,648       73,328  

British Land Co. PLC (The)

    104,332       427,695  

Custodian Reit PLC

    48,915       49,572  

LXI REIT PLC

    192,909       228,248  

Picton Property Income Ltd.

    64,366       56,076  

 

 

18  

2 0 2 3 I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments (continued)

August 31, 2023

  

iShares® MSCI United Kingdom Small-Cap ETF

(Percentages shown are based on Net Assets)

 

Security   Shares     Value  

Diversified REITs (continued)

   

UK Commercial Property REIT Ltd.

    91,519     $ 62,543  
   

 

 

 
      897,462  
Diversified Telecommunication Services — 0.6%  

Gamma Communications PLC

    10,912       148,073  

Helios Towers PLC(a)

    87,095       100,567  
   

 

 

 
      248,640  
Electrical Equipment — 0.8%            

Ceres Power Holdings PLC(a)(c)

    15,049       65,047  

DiscoverIE Group PLC

    11,412       105,438  

ITM Power PLC(a)(c)

    54,053       60,097  

Volex PLC

    15,000       61,756  

XP Power Ltd.

    2,079       56,537  
   

 

 

 
      348,875  
Electronic Equipment, Instruments & Components — 2.0%  

Oxford Instruments PLC

    6,495       182,247  

Renishaw PLC

    4,311       198,677  

Spectris PLC

    12,309       517,770  
   

 

 

 
      898,694  
Energy Equipment & Services — 0.6%            

Hunting PLC

    16,761       52,127  

John Wood Group PLC(a)

    81,941       165,424  

Petrofac Ltd.(a)(c)

    53,587       49,046  
   

 

 

 
      266,597  
Entertainment — 0.1%            

Team17 Group PLC(a)

    13,624       58,680  
   

 

 

 

Financial Services — 2.6%

   

Burford Capital Ltd.

    22,044       304,166  

Network International Holdings PLC(a)(b)

    56,789       279,128  

OSB Group PLC

    49,370       213,031  

Paragon Banking Group PLC

    25,014       166,836  

Plus500 Ltd.

    9,736       176,123  
   

 

 

 
       1,139,284  
Food Products — 2.2%            

Cranswick PLC

    6,365       271,492  

Greencore Group PLC(a)

    57,800       61,689  

Hilton Food Group PLC

    9,551       81,549  

Premier Foods PLC

    77,295       120,634  

Tate & Lyle PLC

    47,573       425,775  
   

 

 

 
      961,139  
Ground Transportation — 0.7%            

Firstgroup PLC

    81,805       149,963  

National Express Group PLC

    65,459       69,289  

Redde Northgate PLC

    27,148       110,396  
   

 

 

 
      329,648  
Health Care Equipment & Supplies — 1.5%            

Advanced Medical Solutions Group PLC

    25,374       81,966  

ConvaTec Group PLC(b)

    193,824       568,898  
   

 

 

 
      650,864  
Health Care Providers & Services — 0.7%            

CVS Group PLC

    8,460       226,870  

Spire Healthcare Group PLC(b)

    33,504       92,313  
   

 

 

 
      319,183  
Health Care REITs — 1.1%            

Assura PLC

    351,211       204,126  

Impact Healthcare Reit PLC, Class B

    38,774       44,993  

Primary Health Properties PLC

    158,294       188,588  
Security   Shares     Value  

Health Care REITs (continued)

   

Target Healthcare REIT PLC

    73,461     $ 67,748  
   

 

 

 
      505,455  
Health Care Technology — 0.6%            

Craneware PLC

    3,533       63,553  

EMIS Group PLC

    7,499       181,825  
   

 

 

 
      245,378  
Hotels, Restaurants & Leisure — 5.1%            

888 Holdings PLC(a)

    39,846       64,269  

Carnival PLC(a)

    16,456       232,526  

Deliveroo PLC, Class A(a)(b)

    112,839       161,670  

Domino’s Pizza Group PLC

    44,364       221,991  

Greggs PLC

    12,111       377,555  

J D Wetherspoon PLC(a)

    10,744       98,404  

Mitchells & Butlers PLC(a)

    31,556       88,144  

Patisserie Holdings PLC, NVS(d)

    6,053        

Playtech PLC(a)

    27,475       182,728  

Rank Group PLC(a)

    24,289       25,846  

SSP Group PLC(a)

    94,341       280,851  

Trainline PLC(a)(b)

    54,085       159,366  

TUI AG(a)

    54,090       320,799  

Young & Co’s Brewery PLC, Series A, Class A

    2,396       34,905  
   

 

 

 
      2,249,054  
Household Durables — 2.4%            

Bellway PLC

    14,364       388,673  

Crest Nicholson Holdings PLC

    27,047       61,845  

Redrow PLC

    33,300       200,169  

Victoria PLC(a)(c)

    6,726       48,311  

Vistry Group PLC

    38,900       384,890  
   

 

 

 
       1,083,888  
Independent Power and Renewable Electricity Producers — 0.7%  

Drax Group PLC

    46,123       322,526  
   

 

 

 

Industrial REITs — 1.9%

   

LondonMetric Property PLC

    129,003       295,384  

Tritax Big Box REIT PLC

    221,344       395,343  

Urban Logistics REIT PLC

    55,206       82,243  

Warehouse REIT PLC

    47,898       51,697  
   

 

 

 
      824,667  
Insurance — 3.9%            

Beazley PLC

    79,629       549,788  

Direct Line Insurance Group PLC

    155,321       318,292  

Hiscox Ltd.

    41,097       518,526  

Just Group PLC

    123,374       117,843  

Lancashire Holdings Ltd.

    28,901       209,602  
   

 

 

 
      1,714,051  
Interactive Media & Services — 2.0%            

Moneysupermarket.com Group PLC

    60,407       190,085  

Rightmove PLC

    96,571       683,550  

Trustpilot Group PLC(a)(b)

    29,223       30,467  
   

 

 

 
      904,102  
IT Services — 2.3%            

Computacenter PLC

    10,139       279,926  

FDM Group Holdings PLC

    11,028       80,469  

Kainos Group PLC

    9,604       147,603  

Keywords Studios PLC

    8,894       171,820  

NCC Group PLC

    37,559       47,437  

Softcat PLC

    15,362       292,140  
   

 

 

 
      1,019,395  

 

 

S C H E D U L EO F  I N V E S T M E N T S

  19


Schedule of Investments (continued)

August 31, 2023

  

iShares® MSCI United Kingdom Small-Cap ETF

(Percentages shown are based on Net Assets)

 

Security   Shares     Value  

Leisure Products — 1.2%

   

Games Workshop Group PLC

    3,898     $ 533,763  
   

 

 

 
Life Sciences Tools & Services — 0.6%            

Ergomed PLC(a)

    5,049       66,903  

Oxford Nanopore Technologies PLC(a)

    63,805       192,371  
   

 

 

 
      259,274  
Machinery — 5.0%            

Bodycote PLC

    22,676       190,740  

IMI PLC

    30,891       586,235  

Judges Scientific PLC

    704       84,010  

Morgan Advanced Materials PLC

    33,503       111,438  

Rotork PLC

    101,965       387,518  

Vesuvius PLC

    25,698       143,332  

Weir Group PLC (The)

    30,748       712,731  
   

 

 

 
      2,216,004  
Marine Transportation — 0.3%            

Clarkson PLC

    3,453       118,542  
   

 

 

 

Media — 2.6%

   

4imprint Group PLC

    3,326       214,566  

Ascential PLC(a)

    52,203       132,658  

Future PLC

    12,910       126,733  

ITV PLC

    430,051       384,574  

Next Fifteen Communications Group PLC

    10,018       78,302  

S4 Capital PLC(a)(c)

    45,120       56,596  

Tremor International Ltd.(a)

    11,693       22,767  

YouGov PLC

    12,479       137,533  
   

 

 

 
      1,153,729  
Metals & Mining — 1.5%            

Atalaya Mining PLC

    11,597       47,746  

Centamin PLC

    137,205       152,387  

Central Asia Metals PLC

    20,468       51,806  

Ferrexpo PLC(a)

    34,981       34,277  

Greatland Gold PLC(a)

    551,193       44,758  

Hill & Smith PLC

    9,490       214,961  

Hochschild Mining PLC

    39,069       45,256  

Pan African Resources PLC

    226,991       40,257  

SolGold PLC(a)(c)

    176,459       33,554  
   

 

 

 
      665,002  
Multi-Utilities — 0.4%            

Telecom Plus PLC

    8,472       170,644  
   

 

 

 

Office REITs — 1.2%

   

CLS Holdings PLC

    21,718       34,838  

Derwent London PLC

    11,305       265,797  

Great Portland Estates PLC

    24,054       128,042  

Workspace Group PLC

    17,046       108,202  
   

 

 

 
      536,879  
Oil, Gas & Consumable Fuels — 1.8%            

Diversified Energy Co. PLC

    115,139       133,533  

Energean PLC

    15,906       229,304  

EnQuest PLC(a)

    189,863       40,878  

Genel Energy PLC

    17,591       18,541  

Gulf Keystone Petroleum Ltd.

    26,346       31,239  

Harbour Energy PLC

    66,095       209,102  

Serica Energy PLC

    29,556       93,513  

Tullow Oil PLC(a)(c)

    137,226       60,869  
   

 

 

 
      816,979  
Passenger Airlines — 1.0%            

easyJet PLC(a)

    35,911       191,836  
Security   Shares     Value  

Passenger Airlines (continued)

   

JET2 PLC

    20,341     $ 271,949  
   

 

 

 
      463,785  
Personal Care Products — 0.1%            

PZ Cussons PLC

    27,581       55,371  
   

 

 

 

Pharmaceuticals — 2.3%

   

Dechra Pharmaceuticals PLC

    13,489       648,496  

Indivior PLC, NVS(a)

    15,514       357,687  
   

 

 

 
      1,006,183  
Professional Services — 2.0%            

Alpha Financial Markets Consulting PLC

    13,514       62,144  

Capita PLC(a)

    202,103       46,187  

Hays PLC

    188,217       254,938  

Learning Technologies Group PLC

    71,144       69,036  

Marlowe PLC(a)

    9,545       72,308  

Pagegroup PLC

    38,922       206,417  

RWS Holdings PLC

    34,167       104,311  

SThree PLC

    15,931       71,766  
   

 

 

 
      887,107  
Real Estate Management & Development — 1.8%            

Grainger PLC

    83,436       249,303  

IWG PLC(a)

    89,424       203,002  

Savills PLC

    16,246       187,385  

Sirius Real Estate Ltd.

    139,489       153,743  
   

 

 

 
      793,433  
Residential REITs — 1.5%            

Empiric Student Property PLC

    72,138       79,687  

Home Reit PLC(d)

    103,572       42,093  

PRS REIT PLC (The)

    64,244       58,515  

UNITE Group PLC (The)

    40,529       482,028  
   

 

 

 
      662,323  
Retail REITs — 1.2%            

Capital & Counties Properties PLC

    173,500       258,192  

Hammerson PLC

    473,245       144,001  

Supermarket Income Reit PLC

    147,604       144,112  
   

 

 

 
      546,305  
Semiconductors & Semiconductor Equipment — 0.1%  

Alphawave IP Group PLC(a)

    29,647       54,082  
   

 

 

 

Software — 1.1%

   

Bytes Technology Group PLC

    26,946       165,692  

Darktrace PLC(a)

    37,375       170,105  

FD Technologies PLC(a)(c)

    2,833       59,337  

GB Group PLC

    29,527       84,997  
   

 

 

 
      480,131  
Specialized REITs — 1.3%            

Big Yellow Group PLC

    20,737       281,925  

Safestore Holdings PLC

    25,821       282,778  
   

 

 

 
      564,703  
Specialty Retail — 3.5%            

AO World PLC(a)

    37,689       44,514  

ASOS PLC(a)(c)

    9,056       50,017  

boohoo Group PLC(a)(c)

    105,164       47,382  

Currys PLC

    114,113       72,260  

Dunelm Group PLC

    14,335       211,377  

Frasers Group PLC(a)

    13,546       138,320  

Halfords Group PLC

    26,045       60,346  

Lookers PLC

    36,173       59,113  

Moonpig Group PLC(a)

    28,832       61,909  

 

 

20  

2 0 2 3 I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Schedule of Investments (continued)

August 31, 2023

  

iShares® MSCI United Kingdom Small-Cap ETF

(Percentages shown are based on Net Assets)

 

Security   Shares     Value  

 

 

Specialty Retail (continued)

   

Pets at Home Group PLC

    57,060     $ 272,332  

Watches of Switzerland Group PLC(a)(b)

    28,375       208,987  

WH Smith PLC

    15,505       287,472  

Wickes Group PLC

    30,697       54,597  
   

 

 

 
      1,568,626  
Textiles, Apparel & Luxury Goods — 0.8%            

Coats Group PLC

    189,244       183,876  

Dr. Martens PLC

    77,058       153,085  
   

 

 

 
      336,961  
Trading Companies & Distributors — 5.6%            

Diploma PLC

    15,875       628,600  

Grafton Group PLC

    24,036       262,621  

Howden Joinery Group PLC

    64,947       607,419  

RS GROUP PLC

    56,071       538,808  

SIG PLC(a)

    85,028       36,239  

Travis Perkins PLC

    25,170       273,789  

Yellow Cake PLC(a)(b)

    24,013       141,787  
   

 

 

 
      2,489,263  
Water Utilities — 0.6%            

Penno Group PLC

    30,950       252,536  
   

 

 

 

Wireless Telecommunication Services — 0.4%

 

Airtel Africa PLC(b)

    111,279       160,704  
   

 

 

 

Total Long-Term Investments — 99.3%
(Cost: $62,687,542)

       43,988,091  
   

 

 

 
Security   Shares     Value  

 

 

Short-Term Securities

   

Money Market Funds — 1.4%

   

BlackRock Cash Funds: Institutional, SL Agency Shares, 5.52%(e)(f)(g)

    621,797     $ 621,984  

BlackRock Cash Funds: Treasury, SL Agency Shares, 5.31%(e)(f)

    20,000       20,000  
   

 

 

 

Total Short-Term Securities — 1.4%
(Cost: $641,519)

      641,984  
   

 

 

 

Total Investments — 100.7%
(Cost: $63,329,061)

 

    44,630,075  

Liabilities in Excess of Other Assets — (0.7)%

 

    (314,873
   

 

 

 

Net Assets — 100.0%

    $  44,315,202  
   

 

 

 

 

(a) 

Non-income producing security.

(b) 

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors.

(c) 

All or a portion of this security is on loan.

(d) 

Security is valued using significant unobservable inputs and is classified as Level 3 in the fair value hierarchy.

(e) 

Affiliate of the Fund.

(f) 

Annualized 7-day yield as of period end.

(g) 

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, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

 

 

 
Affiliated Issuer   Value at
08/31/22
     Purchases
at Cost
    Proceeds
from Sale
    Net Realized
Gain (Loss)
     Change in
Unrealized
Appreciation
(Depreciation)
    Value at
08/31/23
     Shares
Held at
08/31/23
     Income    

Capital

Gain
Distributions
from
Underlying
Funds

 

 

 

BlackRock Cash Funds: Institutional, SL Agency Shares

  $ 685,192      $     $ (63,431 )(a)    $ 353      $ (130   $ 621,984        621,797      $ 50,680 (b)    $  

BlackRock Cash Funds: Treasury, SL Agency Shares

    20,000        0 (a)                         20,000        20,000        1,028        
        

 

 

    

 

 

   

 

 

       

 

 

   

 

 

 
         $ 353      $ (130   $ 641,984         $ 51,708     $  
        

 

 

    

 

 

   

 

 

       

 

 

   

 

 

 

 

  (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.

 

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

 

 

 
Description   Number of
Contracts
     Expiration
Date
     Notional
Amount
(000)
     Value/
Unrealized
Appreciation
(Depreciation)
 

 

 

Long Contracts

          

FTSE 250 Index

    7        09/15/23      $ 329      $ (559
          

 

 

 

 

 

S C H E D U L EO F  I N V E S T M E N T S

  21


Schedule of Investments(continued)

August 31, 2023

  

iShares® MSCI United Kingdom Small-Cap ETF

 

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:

 

 

 
    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)

  $      $      $ 559      $      $      $      $ 559  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a) 

Net cumulative unrealized appreciation (depreciation) on futures contracts are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).

 

For the period ended August 31, 2023, the effect of derivative financial instruments in the Statements of Operations was as follows:

 

 

 
    Commodity
Contracts
     Credit
Contracts
     Equity
Contracts
    Foreign
Currency
Exchange
Contracts
     Interest
Rate
Contracts
     Other
Contracts
     Total  

 

 

Net Realized Gain (Loss) from

                  

Futures contracts

  $      $      $ (12,786   $      $      $      $ (12,786
 

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on

                  

Futures contracts

  $      $      $ 11,735     $      $      $      $ 11,735  
 

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

 

 

Futures contracts:

 

Average notional value of contracts — long

  $ 268,867   

 

 

For more information about the Fund’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.

Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of financial instruments. For a description of the input levels and information about the Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

 

                                                                               

 

 
     Level 1        Level 2        Level 3        Total  

 

 

Assets

                 

Investments

                 

Long-Term Investments

                 

Common Stocks

   $ 15,115,175        $ 28,830,822        $ 42,094        $ 43,988,091  

Short-Term Securities

                 

Money Market Funds

     641,984                            641,984  
  

 

 

      

 

 

      

 

 

      

 

 

 
   $ 15,757,159        $ 28,830,822        $ 42,094        $ 44,630,075  
  

 

 

      

 

 

      

 

 

      

 

 

 

Derivative Financial Instruments(a)

                 

Liabilities

                 

Equity Contracts

   $        $ (559      $        $ (559
  

 

 

      

 

 

      

 

 

      

 

 

 

 

  (a) 

Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument.

 

See notes to financial statements.

 

 

22  

2 0 2 3 I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Statements of Assets and Liabilities

August 31, 2023

 

   

iShares
Currency
Hedged

MSCI United
Kingdom

ETF

      

iShares

MSCI United
Kingdom ETF

      

iShares

MSCI United
Kingdom
Small-Cap
ETF

 

 

 

ASSETS

           

Investments, at value — unaffiliated(a)(b)

  $        $ 2,661,093,558        $ 43,988,091  

Investments, at value — affiliated(b)(c)

    12,606,434          1,260,000          641,984  

Cash

    4,404          7,007          8,477  

Foreign currency collateral pledged for futures contracts(d)

             1,679,915          13,935  

Foreign currency, at value(e)

             7,246,952          69,008  

Receivables:

           

Investments sold

             17,738,755          1,485,194  

Securities lending income — affiliated

    1,344                   1,827  

Dividends — unaffiliated

             27,091,190          168,746  

Dividends — affiliated

             5,406          41  

Tax reclaims

             158,827          24,804  

Unrealized appreciation on forward foreign currency exchange contracts

    140,384                    
 

 

 

      

 

 

      

 

 

 

Total assets

    12,752,566          2,716,281,610          46,402,107  
 

 

 

      

 

 

      

 

 

 

LIABILITIES

           

Collateral on securities loaned, at value

    3,960,000                   622,851  

Payables:

           

Investments purchased

    135,451          17,203,233          1,440,875  

Investment advisory fees

             1,158,179          22,604  

Variation margin on futures contracts

             166,682          575  

Unrealized depreciation on forward foreign currency exchange contracts

    2,437                    
 

 

 

      

 

 

      

 

 

 

Total liabilities

    4,097,888          18,528,094          2,086,905  
 

 

 

      

 

 

      

 

 

 

Commitments and contingent liabilities

           

NET ASSETS

  $ 8,654,678        $ 2,697,753,516        $ 44,315,202  
 

 

 

      

 

 

      

 

 

 

NET ASSETS CONSIST OF

           

Paid-in capital

  $ 14,271,209        $ 3,816,583,739        $ 78,540,196  

Accumulated loss

    (5,616,531        (1,118,830,223        (34,224,994
 

 

 

      

 

 

      

 

 

 

NET ASSETS

  $ 8,654,678        $ 2,697,753,516        $ 44,315,202  
 

 

 

      

 

 

      

 

 

 

NET ASSETVALUE

           

Shares outstanding

    350,000          84,400,000          1,350,000  
 

 

 

      

 

 

      

 

 

 

Net asset value

  $ 24.73        $ 31.96        $ 32.83  
 

 

 

      

 

 

      

 

 

 

Shares authorized

    Unlimited          Unlimited          Unlimited  
 

 

 

      

 

 

      

 

 

 

Par value

    None          None          None  
 

 

 

      

 

 

      

 

 

 

(a)  Investments, at cost — unaffiliated

  $        $ 3,195,228,282        $ 62,687,542  

(b)  Securities loaned, at value

  $ 3,840,000        $        $ 559,486  

(c)  Investments, at cost — affiliated

  $ 13,016,856        $ 1,260,000        $ 641,519  

(d)  Foreign currency collateral pledged, at cost

  $        $ 1,686,623        $ 14,516  

(e)  Foreign currency, at cost

  $        $ 7,248,537        $ 68,504  

See notes to financial statements.

 

 

F I N A N C I A L  S T A T E M E N T S

  23


Statements of Operations

Year Ended August 31, 2023

 

    iShares
Currency
Hedged
MSCI United
Kingdom
ETF
      

iShares

MSCI United
Kingdom

ETF

       iShares
MSCI United
Kingdom
Small-Cap
ETF
 

 

 

INVESTMENT INCOME

           

Dividends — unaffiliated

  $        $ 124,147,760        $ 1,588,907  

Dividends — affiliated

    379,258          99,928          1,028  

Securities lending income — affiliated — net

    20,969                   50,680  

Foreign taxes withheld

             (142,241        (43,389
 

 

 

      

 

 

      

 

 

 

Total investment income

    400,227          124,105,447          1,597,226  
 

 

 

      

 

 

      

 

 

 

EXPENSES

           

Investment advisory

    68,809          15,428,590          274,606  
 

 

 

      

 

 

      

 

 

 

Total expenses

    68,809          15,428,590          274,606  

Less:

           

Investment advisory fees waived

    (68,809                  
 

 

 

      

 

 

      

 

 

 

Total expenses after fees waived

             15,428,590          274,606  
 

 

 

      

 

 

      

 

 

 

Net investment income

    400,227          108,676,857          1,322,620  
 

 

 

      

 

 

      

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS)

           

Net realized gain (loss) from:

           

Investments — unaffiliated

             (65,249,898        (2,977,882

Investments — affiliated

    (183,972                 353  

Capital gain distributions from underlying funds — affiliated

             1           

Forward foreign currency exchange contracts

    (32,146                  

Foreign currency transactions

             (73,811        30,242  

Futures contracts

             (758,593        (12,786

In-kind redemptions — unaffiliated(a)

             58,286,509          565,846  

In-kind redemptions — affiliated(a)

    (56,241                  
 

 

 

      

 

 

      

 

 

 
    (272,359        (7,795,792        (2,394,227
 

 

 

      

 

 

      

 

 

 

Net change in unrealized appreciation (depreciation) on:

           

Investments — unaffiliated

             320,564,226          5,457,828  

Investments — affiliated

    1,647,605                   (130

Forward foreign currency exchange contracts

    (868,900                  

Foreign currency translations

             1,180,790          9,129  

Futures contracts

             (302,155        11,735  
 

 

 

      

 

 

      

 

 

 
    778,705          321,442,861          5,478,562  
 

 

 

      

 

 

      

 

 

 

Net realized and unrealized gain

    506,346          313,647,069          3,084,335  
 

 

 

      

 

 

      

 

 

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

  $ 906,573        $ 422,323,926        $ 4,406,955  
 

 

 

      

 

 

      

 

 

 

 

(a)

See Note 2 of the Notes to Financial Statements.

See notes to financial statements.

 

 

24  

2 0 2 3  I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Statements of Changes in Net Assets

 

         

iShares

Currency Hedged MSCI United Kingdom
ETF

          

iShares

MSCI United Kingdom ETF

 
   

 

 

      

 

 

 
   

Year Ended

08/31/23

   

Year Ended

08/31/22

           Year Ended
08/31/23
           Year Ended
08/31/22
 

 

 

INCREASE (DECREASE) IN NET ASSETS

                 

OPERATIONS

                 

Net investment income

             $ 400,227                $ 688,168            $ 108,676,857            $ 131,753,890  

Net realized gain (loss)

      (272,359       1,841,564          (7,795,792        200,034,166  

Net change in unrealized appreciation (depreciation)

      778,705         (1,080,231        321,442,861          (677,452,421
   

 

 

     

 

 

      

 

 

      

 

 

 

Net increase (decrease) in net assets resulting from operations

      906,573         1,449,501          422,323,926          (345,664,365
   

 

 

     

 

 

      

 

 

      

 

 

 

DISTRIBUTIONS TO SHAREHOLDERS(a)

                 

Decrease in net assets resulting from distributions to shareholders

      (398,737       (688,249        (103,364,666        (144,252,025
   

 

 

     

 

 

      

 

 

      

 

 

 

CAPITAL SHARE TRANSACTIONS

                 

Net increase (decrease) in net assets derived from capital share transactions

      (7,691,272       6,810,679          (921,047,759        210,576,943  
   

 

 

     

 

 

      

 

 

      

 

 

 

NET ASSETS

                 

Total increase (decrease) in net assets

      (7,183,436       7,571,931          (602,088,499        (279,339,447

Beginning of year

      15,838,114         8,266,183          3,299,842,015          3,579,181,462  
   

 

 

     

 

 

      

 

 

      

 

 

 

End of year

    $ 8,654,678       $ 15,838,114        $ 2,697,753,516        $ 3,299,842,015  
   

 

 

     

 

 

      

 

 

      

 

 

 

 

(a) 

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

See notes to financial statements.

 

 

F I N A N C I A L  S T A T E M E N T S

  25


Statements of Changes in Net Assets (continued)

 

          iShares
MSCI United Kingdom Small-Cap ETF
 
   

 

 

 
    Year Ended
08/31/23
   

Year Ended

08/31/22

 

 

 

INCREASE (DECREASE) IN NET ASSETS

        

OPERATIONS

        

Net investment income

        $ 1,322,620            $ 1,925,857  

Net realized loss

      (2,394,227        (2,383,431

Net change in unrealized appreciation (depreciation)

      5,478,562          (37,540,449
   

 

 

      

 

 

 

Net increase (decrease) in net assets resulting from operations

      4,406,955          (37,998,023
   

 

 

      

 

 

 

DISTRIBUTIONS TO SHAREHOLDERS(a)

        

Decrease in net assets resulting from distributions to shareholders

      (804,655        (3,896,752
   

 

 

      

 

 

 

CAPITAL SHARE TRANSACTIONS

        

Net decrease in net assets derived from capital share transactions

      (6,527,018        (41,424,975
   

 

 

      

 

 

 

NET ASSETS

        

Total decrease in net assets

      (2,924,718        (83,319,750

Beginning of year

      47,239,920          130,559,670  
   

 

 

      

 

 

 

End of year

    $ 44,315,202        $ 47,239,920  
   

 

 

      

 

 

 

 

(a)

Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

See notes to financial statements.

 

 

26  

2 0 2 3  I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Financial Highlights

(For a share outstanding throughout each period)

 

    iShares Currency Hedged MSCI United Kingdom ETF  
 

 

 

 
    Year Ended     Year Ended     Year Ended     Year Ended     Year Ended  
           08/31/23          08/31/22          08/31/21          08/31/20          08/31/19  

 

 

Net asset value, beginning of year

    $ 24.00        $ 22.96        $ 18.95        $ 23.43        $ 23.83  
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Net investment income(a)

      0.90          1.08          0.59          0.74          0.92  

Net realized and unrealized gain (loss)(b)

      0.75          1.00          4.04          (4.46        (0.26
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Net increase (decrease) from investment operations

      1.65          2.08          4.63          (3.72        0.66  
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Distributions from net investment income(c)

      (0.92        (1.04        (0.62        (0.76        (1.06
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Net asset value, end of year

    $ 24.73        $ 24.00        $ 22.96        $ 18.95        $ 23.43  
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Total Return(d)

                       

Based on net asset value

      6.89        9.18        24.59        (16.34 )%         2.92
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Ratios to Average Net Assets(e)

                       

Total expenses

      0.62        0.62        0.62        0.62        0.62
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Total expenses after fees waived

      0.00 %(f)         0.00 %(f)         0.00 %(f)         0.00 %(f)         0.00
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Net investment income

      3.61        4.50        2.82        3.31        3.96
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Supplemental Data

                       

Net assets, end of year (000)

    $ 8,655        $ 15,838        $ 8,266        $ 10,420        $ 35,146  
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Portfolio turnover rate(g)

      15        12        15        15        11
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

 

(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) 

Rounds to less than 0.01%.

(g) 

Portfolio turnover rate excludes in-kind transactions.

See notes to financial statements.

 

 

F I N A N C I A L  H I G H L I G H T S

  27


Financial Highlights (continued)

(For a share outstanding throughout each period)

 

    iShares MSCI United Kingdom ETF  
 

 

 

 
    Year Ended
08/31/23
    Year Ended
08/31/22
    Year Ended
08/31/21
    Year Ended
08/31/20
    Year Ended
08/31/19
 

 

 

Net asset value, beginning of year

  $ 28.90     $ 33.05     $ 26.88     $ 30.27     $ 33.62  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income(a)

    1.10       1.26       1.20       0.90       1.49  

Net realized and unrealized gain (loss)(b)

    3.05       (3.95     5.87       (3.30     (3.39
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) from investment operations

    4.15       (2.69     7.07       (2.40     (1.90
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income(c)

    (1.09     (1.46     (0.90     (0.99     (1.45
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

  $ 31.96     $ 28.90     $ 33.05     $ 26.88     $ 30.27  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return(d)

         

Based on net asset value

    14.46     (8.50 )%      26.46     (8.25 )%      (5.64 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios to Average Net Assets(e)

         

Total expenses

    0.50     0.50     0.50     0.51     0.50
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

    3.54     3.90     3.91     3.12     4.64
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental Data

         

Net assets, end of year (000)

  $ 2,697,754     $ 3,299,842     $ 3,579,181     $ 2,191,064     $ 2,000,722  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Portfolio turnover rate(f)

    6     7     9     4     11
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(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.

See notes to financial statements.

 

 

28  

2 0 2 3  I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Financial Highlights (continued)

(For a share outstanding throughout each period)

 

    iShares MSCI United Kingdom Small-Cap ETF  
 

 

 

 
    Year Ended     Year Ended     Year Ended     Year Ended     Year Ended  
          08/31/23            08/31/22            08/31/21            08/31/20            08/31/19  

 

 

Net asset value, beginning of year

        $ 30.48               $ 50.22               $ 35.68               $ 35.95               $ 42.65  
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Net investment income(a)

      0.90          0.92          0.86          0.72          1.05  

Net realized and unrealized gain (loss)(b)

      2.00          (18.83        14.32          0.03          (6.69
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Net increase (decrease) from investment operations

      2.90          (17.91        15.18          0.75          (5.64
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Distributions from net investment income(c)

      (0.55        (1.83        (0.64        (1.02        (1.06
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Net asset value, end of year

    $ 32.83        $ 30.48        $ 50.22        $ 35.68        $ 35.95  
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Total Return(d)

                       

Based on net asset value

      9.55        (36.56 )%         42.88        1.90        (13.17 )% 
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Ratios to Average Net Assets(e)

                       

Total expenses

      0.59        0.59        0.59        0.59        0.59
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Net investment income

      2.84        2.23        1.94        1.99        2.76
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Supplemental Data

                       

Net assets, end of year (000)

    $ 44,315        $ 47,240        $ 130,560        $ 60,657        $ 61,109  
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

Portfolio turnover rate(f)

      22        17        15        25        20
   

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

 

(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.

See notes to financial statements.

 

 

F I N A N C I A L  H I G H L I G H T S

  29


Notes to Financial Statements

 

1.

ORGANIZATION

iShares Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust is organized as a Delaware statutory trust and is authorized to have multiple series or portfolios.

These financial statements relate only to the following funds (each, a “Fund” and collectively, the “Funds”):

 

   
iShares ETF  

Diversification 

Classification 

 

Currency Hedged MSCI United Kingdom

    Diversified   

MSCI United Kingdom

    Non-diversified   

MSCI United Kingdom Small-Cap

    Diversified   

Currently the iShares Currency Hedged MSCI United Kingdom ETF seeks to achieve its investment objective by investing a substantial portion of its assets in the iShares MSCI United Kingdom ETF (the “underlying fund”). The financial statements, including the accounting policies, and Schedule of Investments for the underlying fund are included in this report and should be read in conjunction with the financial statements of the iShares Currency Hedged MSCI United Kingdom ETF.

On June 6, 2023, the Board approved a proposal to close the iShares Currency Hedged MSCI United Kingdom ETF to new and subsequent investments and thereafter to liquidate the Fund. After the close of business on October 30, 2023, the Fund will no longer accept creation orders. Trading in the Fund will be halted prior to market open on October 31, 2023. Proceeds of the liquidation will be sent to shareholders on or about November 2, 2023.

 

2.

SIGNIFICANT ACCOUNTING POLICIES

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Each Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined using the specific identification method. Dividend income and capital gain distributions, if any, are recorded on the ex-dividend date. Non-cash dividends, if any, are recorded on the ex-dividend date at fair value. Dividends from foreign securities where the ex-dividend date may have passed are subsequently recorded when the Funds are informed of the ex-dividend date. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Upon notification from issuers or as estimated by management, a portion of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain.

Foreign Currency Translation: Each Fund’s books and records are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using prevailing market rates as quoted by one or more data service providers. Purchases and sales of investments are recorded at the rates of exchange prevailing on the respective dates of such transactions. Generally, when the U.S. dollar rises in value against a foreign currency, the investments denominated in that currency will lose value; the opposite effect occurs if the U.S. dollar falls in relative value.

Each Fund does not isolate the effect of fluctuations in foreign exchange rates from the effect of fluctuations in the market prices of investments for financial reporting purposes. Accordingly, the effects of changes in exchange rates on investments are not segregated in the Statements of Operations from the effects of changes in market prices of those investments, but are included as a component of net realized and unrealized gain (loss) from investments. Each Fund reports realized currency gains (losses) on foreign currency related transactions as components of net realized gain (loss) for financial reporting purposes, whereas such components are generally treated as ordinary income for U.S. federal income tax purposes. However, the currency hedged fund has elected to treat realized gains (losses) from certain foreign currency contracts as capital gain (loss) for U.S. federal income tax purposes.

Foreign Taxes: The Funds may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, capital gains on investments, or certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which each Fund invests. These foreign taxes, if any, are paid by each Fund and are reflected in its Statements of Operations as follows: foreign taxes withheld at source are presented as a reduction of income, foreign taxes on securities lending income are presented as a reduction of securities lending income, foreign taxes on stock dividends are presented as “Other foreign taxes”, and foreign taxes on capital gains from sales of investments and foreign taxes on foreign currency transactions are included in their respective net realized gain (loss) categories. Foreign taxes payable or deferred as of August 31, 2023, if any, are disclosed in the Statements of Assets and Liabilities.

The Funds file withholding tax reclaims in certain jurisdictions to recover a portion of amounts previously withheld. The Funds may record a reclaim receivable based on collectability, which includes factors such as the jurisdiction’s applicable laws, payment history and market convention. The Statements of Operations includes tax reclaims recorded as well as professional and other fees, if any, associated with recovery of foreign withholding taxes.

Collateralization: If required by an exchange or counterparty agreement, the Funds may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments.

 

 

30  

2 0 2 3  I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Notes to Financial Statements  (continued)

 

In-kind Redemptions: For financial reporting purposes, in-kind redemptions are treated as sales of securities resulting in realized capital gains or losses to the Funds. Because such gains or losses are not taxable to the Funds and are not distributed to existing Fund shareholders, the gains or losses are reclassified from accumulated net realized gain (loss) to paid-in capital at the end of the Funds’ tax year. These reclassifications have no effect on net assets or net asset value (“NAV”) per share.

Distributions: Dividends and distributions paid by each Fund are recorded on the ex-dividend dates. Distributions are determined on a tax basis and may differ from net investment income and net realized capital gains for financial reporting purposes. Dividends and distributions are paid in U.S. dollars and cannot be automatically reinvested in additional shares of the Funds.

Indemnifications: In the normal course of business, each Fund enters into contracts that contain a variety of representations that provide general indemnification. The Funds’ maximum exposure under these arrangements is unknown because it involves future potential claims against the Funds, which cannot be predicted with any certainty.

 

3.

INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: Each Fund’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Fund’s listing exchange is open and, for financial reporting purposes, as of the report date. U.S. GAAP defines fair value as the price a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Board of Trustees of the Trust (the “Board”) of each Fund has approved the designation of BlackRock Fund Advisors (“BFA”), the Funds’ investment adviser, as the valuation designee for each Fund. Each Fund determines the fair values of its financial instruments using various independent dealers or pricing services under BFA’s policies. If a security’s market price is not readily available or does not otherwise accurately represent the fair value of the security, the security will be valued in accordance with BFA’s policies and procedures as reflecting fair value. BFA has formed a committee (the “Valuation Committee”) to develop pricing policies and procedures and to oversee the pricing function for all financial instruments, with assistance from other BlackRock pricing committees.

Fair Value Inputs and Methodologies: The following methods and inputs are used to establish the fair value of each Fund’s assets and liabilities:

 

   

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.

 

   

Exchange-traded funds and closed-end funds traded on a recognized securities exchange are valued at that day’s official closing price, as applicable, on the exchange where the fund is primarily traded. Funds traded on a recognized exchange for which there were no sales on that day may be valued at the last traded price.

 

   

Investments in open-end U.S. mutual funds (including money market funds) are valued at that day’s published NAV.

 

   

Futures contracts are valued based on that day’s last reported settlement or trade price on the exchange where the contract is traded.

 

   

Forward foreign currency exchange contracts are valued at the mean between the bid and ask prices and are determined as of the close of trading on the New York Stock Exchange (“NYSE”) based on that day’s prevailing forward exchange rate for the underlying currencies.

Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of trading on the NYSE. Each business day, the Funds use current market factors supplied by independent pricing services to value certain foreign instruments (“Systematic Fair Value Price”). The Systematic Fair Value Price is designed to value such foreign securities at fair value as of the close of trading on the NYSE, which follows the close of the local markets.

If events (e.g., market volatility, company announcement or a natural disaster) occur that are expected to materially affect the value of such investment, or in the event that application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Valuation Committee, in accordance with BFA’s policies and procedures as reflecting fair value (“Fair Valued Investments”). The fair valuation approaches that may be used by the Valuation Committee include market approach, income approach and cost approach. Valuation techniques such as discounted cash flow, use of market comparables and matrix pricing are types of valuation approaches and are typically used in determining fair value. When determining the price for Fair Valued Investments, the Valuation Committee seeks to determine the price that each Fund might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Valuation Committee deems relevant and consistent with the principles of fair value measurement.

Fair value pricing could result in a difference between the prices used to calculate a fund’s NAV and the prices used by the fund’s underlying index, which in turn could result in a difference between the fund’s performance and the performance of the fund’s underlying index.

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

 

   

Level 1 – Unadjusted price quotations in active markets/exchanges for identical assets or liabilities that each Fund has the ability to access;

 

   

Level 2 – Other observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs); and

 

 

N O T E ST O  F I N A N C I A L  S T A T E M E N T S

  31


Notes to Financial Statements  (continued)

 

   

Level 3 – Unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available, (including the Valuation Committee’s assumptions used in determining the fair value of financial instruments).

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Investments classified within Level 3 have significant unobservable inputs used by the Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by privately held companies or funds that may not have a secondary market and/or may have a limited number of investors. The categorization of a value determined for financial instruments is based on the pricing transparency of the financial instruments and is not necessarily an indication of the risks associated with investing in those securities.

 

4.

SECURITIES AND OTHER INVESTMENTS

Securities Lending: Each Fund may lend its securities to approved borrowers, such as brokers, dealers and other financial institutions. The borrower pledges and maintains with the Fund collateral consisting of cash, an irrevocable letter of credit issued by an approved bank, or securities issued or guaranteed by the U.S. government. The initial collateral received by each Fund is required to have a value of at least 102% of the current market value of the loaned securities for securities traded on U.S. exchanges and a value of at least 105% for all other securities. The collateral is maintained thereafter at a value equal to at least 100% of the current value of the securities on loan. The market value of the loaned securities is determined at the close of each business day of the Fund and any additional required collateral is delivered to the Fund or excess collateral is returned by the Fund, on the next business day. During the term of the loan, each Fund is entitled to all distributions made on or in respect of the loaned securities but does not receive interest income on securities received as collateral. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions.

As of period end, any securities on loan were collateralized by cash and/or U.S. Government obligations. Cash collateral invested in money market funds managed by BFA, or its affiliates is disclosed in the Schedule of Investments. Any non-cash collateral received cannot be sold, re-invested or pledged by the Fund, except in the event of borrower default. The securities on loan, if any, are also disclosed in each Fund’s Schedule of Investments. The market value of any securities on loan and the value of any related cash collateral are disclosed in the Statements of Assets and Liabilities.

Securities lending transactions are entered into by the Funds under Master Securities Lending Agreements (each, an “MSLA”) which provide the right, in the event of default (including bankruptcy or insolvency) for the non-defaulting party to liquidate the collateral and calculate a net exposure to the defaulting party or request additional collateral. In the event that a borrower defaults, the Funds, as lender, would offset the market value of the collateral received against the market value of the securities loaned. When the value of the collateral is greater than that of the market value of the securities loaned, the lender is left with a net amount payable to the defaulting party. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of an MSLA counterparty’s bankruptcy or insolvency. Under the MSLA, absent an event of default, the borrower can resell or re-pledge the loaned securities, and the Funds can reinvest cash collateral received in connection with loaned securities. Upon an event of default, the parties’ obligations to return the securities or collateral to the other party are extinguished, and the parties can resell or re-pledge the loaned securities or the collateral received in connection with the loaned securities in order to satisfy the defaulting party’s net payment obligation for all transactions under the MSLA. The defaulting party remains liable for any deficiency.

As of period end, the following table is a summary of the securities on loan by counterparty which are subject to offset under an MSLA:

 

 

 

iShares ETF and Counterparty

   

Securities Loaned

at Value

 

 

    

Cash Collateral

Received

 

(a)  

   

Non-Cash Collateral

Received, at Fair Value

 

(a) 

    Net Amount  

 

 

Currency Hedged MSCI United Kingdom

        

BNP PARIBAS SECURITIES CORP

  $ 3,840,000      $ (3,840,000   $     $  
 

 

 

    

 

 

   

 

 

   

 

 

 

MSCI United Kingdom Small-Cap

        

Barclays Capital, Inc.

  $ 193,915      $ (193,915   $     $  

BofA Securities, Inc.

    102,433        (102,433            

Citigroup Global Markets, Inc.

    60,558        (60,558            

Credit Suisse Securities (USA) LLC

    6,398        (6,398            

J.P. Morgan Securities LLC

    58,111        (58,111            

Morgan Stanley

    89,225        (89,225            

STATE STREET BANK & TRUST COMPANY

    48,846        (48,846            
 

 

 

    

 

 

   

 

 

   

 

 

 
  $ 559,486      $ (559,486   $     $  
 

 

 

    

 

 

   

 

 

   

 

 

 

 

  (a) 

Collateral received, if any, in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by each Fund is disclosed in the Fund’s Statements of Assets and Liabilities.

 

The risks of securities lending include the risk that the borrower may not provide additional collateral when required or may not return the securities when due. To mitigate these risks, each Fund benefits from a borrower default indemnity provided by BlackRock, Inc. (“BlackRock”). BlackRock’s indemnity allows for full replacement of the securities loaned to the extent the collateral received does not cover the value of the securities loaned in the event of borrower default. Each Fund could incur a loss if the value of an investment purchased with cash collateral falls below the market value of the loaned securities or if the value of an investment purchased with cash collateral falls below the value of the original cash collateral received. Such losses are borne entirely by each Fund.

 

 

32  

2 0 2 3  I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Notes to Financial Statements  (continued)

 

5.

DERIVATIVE FINANCIAL INSTRUMENTS

Futures Contracts: Futures contracts are purchased or sold to gain exposure to, or manage exposure to, changes in interest rates (interest rate risk) and changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).

Futures contracts are exchange-traded agreements between the Funds and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. Depending on the terms of a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a futures contract, the Funds are required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Amounts pledged, which are considered restricted, are included in cash pledged for futures contracts in the Statements of Assets and Liabilities.

Securities deposited as initial margin are designated in the Schedule of Investments and cash deposited, if any, are shown as cash pledged for futures contracts in the Statements of Assets and Liabilities. Pursuant to the contract, the Funds agree to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statements of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest rates, foreign currency exchange rates or underlying assets.

Forward Foreign Currency Exchange Contracts: Forward foreign currency exchange contracts are entered into to gain or reduce exposure to foreign currencies (foreign currency exchange rate risk).

A forward foreign currency exchange contract is an agreement between two parties to buy and sell a currency at a set exchange rate on a specified date. These contracts help to manage the overall exposure to the currencies in which some of the investments held by the Funds are denominated and in some cases, may be used to obtain exposure to a particular market. The contracts are traded over-the-counter (“OTC”) and not on an organized exchange.

The contract is marked-to-market daily and the change in market value is recorded as unrealized appreciation or depreciation in the Statements of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the value at the time it was opened and the value at the time it was closed. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency. The use of forward foreign currency exchange contracts involves the risk that the value of a contract changes unfavorably due to movements in the value of the referenced foreign currencies, and such value may exceed the amount(s) reflected in the Statements of Assets and Liabilities. Cash amounts pledged for forward foreign currency exchange contracts are considered restricted and are included in cash pledged as collateral for OTC derivatives in the Statements of Assets and Liabilities. A fund’s risk of loss from counterparty credit risk on OTC derivatives is generally limited to the aggregate unrealized gain netted against any collateral held by the Fund.

Master Netting Arrangements: In order to define its contractual rights and to secure rights that will help mitigate its counterparty risk, a Fund may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its derivative contract counterparties. An ISDA Master Agreement is a bilateral agreement between a Fund and a counterparty that governs certain OTC derivatives and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. Under an ISDA Master Agreement, a Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency, or other events.

For derivatives traded under an ISDA Master Agreement, the collateral requirements are typically calculated by netting the mark-to-market amount for each transaction under such agreement, and comparing that amount to the value of any collateral currently pledged by a fund and the counterparty.

Cash collateral that has been pledged to cover obligations of the Funds and cash collateral received from the counterparty, if any, is reported separately in the Statements of Assets and Liabilities as cash pledged as collateral and cash received as collateral, respectively. Non-cash collateral pledged by the Funds, if any, is noted in the Schedules of Investments. Generally, the amount of collateral due from or to a counterparty is subject to a certain minimum transfer amount threshold before a transfer is required, which is determined at the close of business of the Funds. Any additional required collateral is delivered to/pledged by the Funds on the next business day. Typically, the counterparty is not permitted to sell, re-pledge or use cash and non-cash collateral it receives. A fund generally agrees not to use non-cash collateral that it receives but may, absent default or certain other circumstances defined in the underlying ISDA Master Agreement, be permitted to use cash collateral received. In such cases, interest may be paid pursuant to the collateral arrangement with the counterparty. To the extent amounts due to the Funds from the counterparty are not fully collateralized, each Fund bears the risk of loss from counterparty non-performance. Likewise, to the extent the Funds have delivered collateral to a counterparty and stand ready to perform under the terms of their agreement with such counterparty, each Fund bears the risk of loss from a counterparty in the amount of the value of the collateral in the event the counterparty fails to return such collateral. Based on the terms of agreements, collateral may not be required for all derivative contracts.

For financial reporting purposes, each Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements, if any, in the Statements of Assets and Liabilities.

 

 

N O T E ST O  F I N A N C I A L  S T A T E M E N T S

  33


Notes to Financial Statements  (continued)

 

6.

INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Advisory Fees: Pursuant to an Investment Advisory Agreement with the Trust, BFA manages the investment of each Fund’s assets. BFA is a California corporation indirectly owned by BlackRock. Under the Investment Advisory Agreement, BFA is responsible for substantially all expenses of the Funds, except (i) interest and taxes; (ii) brokerage commissions and other expenses connected with the execution of portfolio transactions; (iii) distribution fees; (iv) the advisory fee payable to BFA; and (v) litigation expenses and any extraordinary expenses (in each case as determined by a majority of the independent trustees).

For its investment advisory services to each of the following Funds, BFA is entitled to an annual investment advisory fee, accrued daily and paid monthly by the Funds, based on the average daily net assets of each Fund as follows:

 

   
iShares ETF   Investment Advisory Fees  

Currency Hedged MSCI United Kingdom

    0.62

MSCI United Kingdom Small-Cap

    0.59  

For its investment advisory services to the iShares MSCI United Kingdom ETF, BFA is entitled to an annual investment advisory fee, accrued daily and paid monthly by the Fund, based on the Fund’s allocable portion of the aggregate of the average daily net assets of the Fund and certain other iShares funds, as follows:

 

   
Aggregate Average Daily Net Assets   Investment Advisory Fees  

First $7 billion

    0.59

Over $7 billion, up to and including $11 billion

    0.54  

Over $11 billion, up to and including $24 billion

    0.49  

Over $24 billion, up to and including $48 billion

    0.44  

Over $48 billion, up to and including $72 billion

    0.40  

Over $72 billion, up to and including $96 billion

    0.36  

Over $96 billion

    0.32  

Expense Waivers: A fund may incur its pro rata share of fees and expenses attributable to its investments in other investment companies (“acquired fund fees and expenses”). The total of the investment advisory fee and acquired fund fees and expenses, if any, is a fund’s total annual operating expenses. Total expenses as shown in the Statements of Operations does not include acquired fund fees and expenses.

For the iShares Currency Hedged MSCI United Kingdom ETF, BFA has contractually agreed to waive a portion of its investment advisory fee for the Fund through December 31, 2025 so that the Fund’s total annual operating expenses after fee waiver is equal to the acquired fund fees and expenses attributable to the Fund’s investment in the iShares MSCI United Kingdom ETF (“EWU”), after taking into account any fee waivers by EWU, plus 0.03%. BFA has also contractually agreed to an additional reduction in its investment advisory fee of 0.03% through December 31, 2025.

This amount is included in investment advisory fees waived in the Statements of Operations. For the year ended August 31, 2023, the amounts waived in investment advisory fees pursuant to this arrangement were as follows:

 

   
iShares ETF   Amounts Waived   

Currency Hedged MSCI United Kingdom

  $ 68,809   

Distributor: BlackRock Investments, LLC, an affiliate of BFA, is the distributor for each Fund. Pursuant to the distribution agreement, BFA is responsible for any fees or expenses for distribution services provided to the Funds.

Securities Lending: The U.S. Securities and Exchange Commission (the “SEC”) has issued an exemptive order which permits BlackRock Institutional Trust Company, N.A. (“BTC”), an affiliate of BFA, to serve as securities lending agent for the Funds, subject to applicable conditions. As securities lending agent, BTC bears all operational costs directly related to securities lending, including any custodial costs. Each Fund is responsible for fees in connection with the investment of cash collateral received for securities on loan (the “collateral investment fees”). The cash collateral is invested in a money market fund, BlackRock Cash Funds: Institutional or BlackRock Cash Funds: Treasury, managed by BFA, or its affiliates. However, BTC has agreed to reduce the amount of securities lending income it receives in order to effectively limit the collateral investment fees each Fund bears to an annual rate of 0.04%. The SL Agency Shares of such money market fund will not be subject to a sales load, distribution fee or service fee. The money market fund in which the cash collateral has been invested may, under certain circumstances, impose a liquidity fee of up to 2% of the value redeemed or temporarily restrict redemptions for up to 10 business days during a 90 day period, in the event that the money market fund’s weekly liquid assets fall below certain thresholds.

Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment fees. Each Fund retains a portion of securities lending income and remits the remaining portion to BTC as compensation for its services as securities lending agent.

Pursuant to the current securities lending agreement, each Fund retains 82% of securities lending income (which excludes collateral investment fees), and the amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

In addition, commencing the business day following the date that the aggregate securities lending income plus the collateral investment fees generated across all 1940 Act iShares exchange-traded funds (the “iShares ETF Complex”) in that calendar year exceeds a specified threshold, each Fund, pursuant to the securities lending agreement,

 

 

34  

2 0 2 3  I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Notes to Financial Statements  (continued)

 

will retain for the remainder of that calendar year 85% of securities lending income (which excludes collateral investment fees), and the amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

The share of securities lending income earned by each Fund is shown as securities lending income – affiliated – net in its Statements of Operations. For the year ended August 31, 2023, the Funds paid BTC the following amounts for securities lending agent services:

 

   
iShares ETF    Amounts   

Currency Hedged MSCI United Kingdom

  $ 4,881   

MSCI United Kingdom Small-Cap

    11,175   

Officers and Trustees: Certain officers and/or trustees of the Trust are officers and/or trustees of BlackRock or its affiliates.

Other Transactions: Cross trading is the buying or selling of portfolio securities between funds to which BFA (or an affiliate) serves as investment adviser. At its regularly scheduled quarterly meetings, the Board reviews such transactions as of the most recent calendar quarter for compliance with the requirements and restrictions set forth by Rule 17a-7.

For the year ended August 31, 2023, transactions executed by the Funds pursuant to Rule 17a-7 under the 1940 Act were as follows: 

 

       
iShares ETF   Purchases      Sales     

 Net Realized 

Gain (Loss)  

 

MSCI United Kingdom

  $  64,042,971       $  11,902,168      $ (4,637,726)   

MSCI United Kingdom Small-Cap

    444,378        2,181,076        676,507    

Each Fund may invest its positive cash balances in certain money market funds managed by BFA or an affiliate. The income earned on these temporary cash investments is shown as dividends – affiliated in the Statements of Operations.

A fund, in order to improve its portfolio liquidity and its ability to track its underlying index, may invest in shares of other iShares funds that invest in securities in the fund’s underlying index.

 

7.

PURCHASES AND SALES

For the year ended August 31, 2023, purchases and sales of investments, excluding short-term securities and in-kind transactions, were as follows: 

 

     
iShares ETF   Purchases      Sales   

Currency Hedged MSCI United Kingdom

  $ 1,610,144      $ 2,317,356   

MSCI United Kingdom

     232,466,778         166,602,346   

MSCI United Kingdom Small-Cap

    10,487,396        10,043,247   

For the year ended August 31, 2023, in-kind transactions were as follows: 

 

     
iShares ETF  

In-kind

Purchases

    

In-kind

Sales  

 

Currency Hedged MSCI United Kingdom

  $  1,990,618      $ 9,836,702   

MSCI United Kingdom

    3,056,794         972,350,043   

MSCI United Kingdom Small-Cap

           6,457,789   

 

8.

INCOME TAX INFORMATION

Each Fund is treated as an entity separate from the Trust’s other funds for federal income tax purposes. It is each Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is required.

Management has analyzed tax laws and regulations and their application to the Funds as of August 31, 2023, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Funds’ financial statements.

 

 

N O T E ST O  F I N A N C I A L  S T A T E M E N T S

  35


Notes to Financial Statements  (continued)

 

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, 2023, permanent differences attributable to realized gains (losses) from in-kind redemptions were reclassified to the following accounts:

 

     
iShares ETF    Paid-in Capital     Accumulated
Earnings (Loss)
 

Currency Hedged MSCI United Kingdom

  $ (198,700   $ 198,700  

MSCI United Kingdom

    56,766,840       (56,766,840 )  

MSCI United Kingdom Small-Cap

    86,734       (86,734 )  

The tax character of distributions paid was as follows:

 

     
iShares ETF   Year Ended
08/31/23
     Year Ended
08/31/22
 

Currency Hedged MSCI United Kingdom

    

Ordinary income

  $ 398,737      $ 688,249  
 

 

 

    

 

 

 

MSCI United Kingdom

    

Ordinary income

  $ 103,364,666      $ 144,252,025  
 

 

 

    

 

 

 

MSCI United Kingdom Small-Cap

    

Ordinary income

  $ 804,655      $ 3,896,752  
 

 

 

    

 

 

 

As of August 31, 2023, the tax components of accumulated net earnings (losses) were as follows:

 

iShares ETF

   

Undistributed

Ordinary Income

 

 

    

Non-expiring

Capital Loss

Carryforwards

 

 

(a) 

   

Net Unrealized

Gains (Losses)

 

(b) 

    Total  

Currency Hedged MSCI United Kingdom

  $ 1,490      $ (5,203,029   $ (414,992   $ (5,616,531 )  

MSCI United Kingdom

    46,261,533        (599,102,446     (565,989,310     (1,118,830,223 )  

MSCI United Kingdom Small-Cap

    286,263        (15,128,508     (19,382,749     (34,224,994 )  

 

  (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 foreign currency contracts and futures contracts, the characterization of corporate actions and the realization for tax purposes of unrealized gains on investments in passive foreign investment companies.

 

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, 2023, gross unrealized appreciation and depreciation based on cost of investments (including short positions and derivatives, if any) for U.S. federal income tax purposes were as follows:

 

         
iShares ETF   Tax Cost     

 Gross Unrealized

Appreciation

    

 Gross Unrealized

Depreciation

   

Net Unrealized

Appreciation

(Depreciation)

 

Currency Hedged MSCI United Kingdom

  $ 13,021,476      $ 140,386      $ (555,378   $ (414,992 )  

MSCI United Kingdom

    3,228,269,253        79,798,774        (645,714,469     (565,915,695 )  

MSCI United Kingdom Small-Cap

    64,011,452        1,432,245        (20,813,622     (19,381,377 )  

 

9.

LINE OF CREDIT

The iShares MSCI United Kingdom ETF and iShares MSCI United Kingdom Small-Cap ETF, along with certain other iShares funds (“Participating Funds”), are parties to a $800 million credit agreement (“Syndicated Credit Agreement”) with a group of lenders, which expires on August 9, 2024. The line of credit may be used for temporary or emergency purposes, including redemptions, settlement of trades and rebalancing of portfolio holdings in certain target markets. The Funds may borrow up to the aggregate commitment amount subject to asset coverage and other limitations as specified in the Syndicated Credit Agreement. The Syndicated Credit Agreement has the following terms: a commitment fee of 0.15% per annum on the unused portion of the credit agreement and interest at a rate equal to the higher of (a) Daily Simple Secured Overnight Financing Rate (“SOFR”) plus 0.10% and 1.00% per annum or (b) the U.S. Federal Funds rate plus 1.00% per annum on amounts borrowed. The commitment fee is generally allocated to each Participating Fund based on the lesser of a Participating Fund’s relative exposure to certain target markets or a Participating Fund’s maximum borrowing amount as set forth by the terms of the Syndicated Credit Agreement.

During the year ended August 31, 2023, the Fund did not borrow under the Syndicated Credit Agreement.

 

 

36  

2 0 2 3  I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Notes to Financial Statements  (continued)

 

10.

PRINCIPAL RISKS

In the normal course of business, each Fund invests in securities or other instruments and may enter into certain transactions, and such activities subject the Fund to various risks, including, among others, fluctuations in the market (market risk) or failure of an issuer to meet all of its obligations. The value of securities or other instruments may also be affected by various factors, including, without limitation: (i) the general economy; (ii) the overall market as well as local, regional or global political and/or social instability; (iii) regulation, taxation or international tax treaties between various countries; or (iv) currency, interest rate or price fluctuations. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the Funds and their investments. Each Fund’s prospectus provides details of the risks to which the Fund is subject.

BFA uses a “passive” or index approach to try to achieve each Fund’s investment objective following the securities included in its underlying index during upturns as well as downturns. BFA does not take steps to reduce market exposure or to lessen the effects of a declining market. Divergence from the underlying index and the composition of the portfolio is monitored by BFA.

The Funds may be exposed to additional risks when reinvesting cash collateral in money market funds that do not seek to maintain a stable NAV per share of $1.00, which may be subject to redemption gates or liquidity fees under certain circumstances.

Infectious Illness Risk: An outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely impact the economies of many nations and the global economy, and may impact individual issuers and capital markets in ways that cannot be foreseen. An infectious illness outbreak may result in, among other things, closed international borders, prolonged quarantines, supply chain disruptions, market volatility or disruptions and other significant economic, social and political impacts.

Valuation Risk: The market values of equities, such as common stocks and preferred securities or equity related investments, such as futures and options, may decline due to general market conditions which are not specifically related to a particular company. They may also decline due to factors which affect a particular industry or industries. A fund may invest in illiquid investments. An illiquid investment is any investment that a fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. A fund may experience difficulty in selling illiquid investments in a timely manner at the price that it believes the investments are worth. Prices may fluctuate widely over short or extended periods in response to company, market or economic news. Markets also tend to move in cycles, with periods of rising and falling prices. This volatility may cause a fund’s NAV to experience significant increases or decreases over short periods of time. If there is a general decline in the securities and other markets, the NAV of a fund may lose value, regardless of the individual results of the securities and other instruments in which a fund invests.

The price each Fund could receive upon the sale of any particular portfolio investment may differ from each Fund’s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair valuation technique or a price provided by an independent pricing service. Changes to significant unobservable inputs and assumptions (i.e., publicly traded company multiples, growth rate, time to exit) due to the lack of observable inputs.

Counterparty Credit Risk: The Funds may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions, including making timely interest and/or principal payments or otherwise honoring its obligations. The Funds manage counterparty credit risk by entering into transactions only with counterparties that BFA believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Funds to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Funds’ exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statements of Assets and Liabilities, less any collateral held by the Funds.

A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

With exchange-traded futures, there is less counterparty credit risk to the Funds since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, a fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Funds.

Geographic/Asset Class Risk: A diversified portfolio, where this is appropriate and consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within each Fund’s portfolio are disclosed in its Schedule of Investments.

Certain Funds invest a significant portion of their assets in issuers located in a single country or a limited number of countries. When a fund concentrates its investments in this manner, it assumes the risk that economic, regulatory, political and social conditions in that country or those countries may have a significant impact on the fund and could affect the income from, or the value or liquidity of, the Fund’s portfolio. Unanticipated or sudden political or social developments may cause uncertainty in the markets and as a result adversely affect the Fund’s investments. Foreign issuers may not be subject to the same uniform accounting, auditing and financial reporting standards and practices as used in the United States. Foreign securities markets may also be more volatile and less liquid than U.S. securities and may be less subject to governmental supervision not typically associated with investing in U.S. securities.

 

 

N O T E ST O  F I N A N C I A L  S T A T E M E N T S

  37


Notes to Financial Statements  (continued)

 

Certain Funds invest a significant portion of their assets in securities of issuers located in Europe or with significant exposure to European issuers or countries. The European financial markets have recently experienced volatility and adverse trends due to concerns about economic downturns in, or rising government debt levels of, several European countries as well as acts of war in the region. These events may spread to other countries in Europe and may affect the value and liquidity of certain of the Funds’ investments.

Responses to the financial problems by European governments, central banks and others, including austerity measures and reforms, may not work, may result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world. The United Kingdom has withdrawn from the European Union, and one or more other countries may withdraw from the European Union and/or abandon the Euro, the common currency of the European Union. These events and actions have adversely affected, and may in the future adversely affect, the value and exchange rate of the Euro and may continue to significantly affect the economies of every country in Europe, including countries that do not use the Euro and non-European Union member states. The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be significant and far reaching. In addition, Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration of the military action, resulting sanctions and resulting future market disruptions in the region are impossible to predict, but have been, and may continue to be significant and have a severe adverse effect on the region, including significant negative impacts on the economy and the markets for certain securities and commodities, such as oil and natural gas, as well as other sectors.

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.

 

11.

CAPITAL SHARE TRANSACTIONS

Capital shares are issued and redeemed by each Fund only in aggregations of a specified number of shares or multiples thereof (“Creation Units”) at NAV. Except when aggregated in Creation Units, shares of each Fund are not redeemable.

Transactions in capital shares were as follows:

 

 

 
   

Year Ended

08/31/23

    

Year Ended

08/31/22

 
 

 

 

    

 

 

 
iShares ETF   Shares        Amount      Shares        Amount  

 

 

Currency Hedged MSCI United Kingdom

              

Shares sold

    80,000        $ 1,992,127        760,000        $ 17,906,170  

Shares redeemed

    (390,000        (9,683,399      (460,000        (11,095,491
 

 

 

      

 

 

    

 

 

      

 

 

 
    (310,000      $ (7,691,272      300,000        $ 6,810,679  
 

 

 

      

 

 

    

 

 

      

 

 

 

MSCI United Kingdom

              

Shares sold

    3,100,000        $ 98,515,459        43,500,000        $ 1,432,434,045  

Shares redeemed

    (32,900,000        (1,019,563,218      (37,600,000        (1,221,857,102
 

 

 

      

 

 

    

 

 

      

 

 

 
    (29,800,000      $ (921,047,759      5,900,000        $ 210,576,943  
 

 

 

      

 

 

    

 

 

      

 

 

 

MSCI United Kingdom Small-Cap

              

Shares sold

           $ 16        50,000        $ 1,854,361  

Shares redeemed

    (200,000        (6,527,034      (1,100,000        (43,279,336
 

 

 

      

 

 

    

 

 

      

 

 

 
    (200,000      $ (6,527,018      (1,050,000      $ (41,424,975
 

 

 

      

 

 

    

 

 

      

 

 

 

The consideration for the purchase of Creation Units of a fund in the Trust generally consists of the in-kind deposit of a designated portfolio of securities and a specified amount of cash. Certain funds in the Trust may be offered in Creation Units solely or partially for cash in U.S. dollars. Investors purchasing and redeeming Creation Units may pay a purchase transaction fee and a redemption transaction fee directly to State Street Bank and Trust Company, the Trust’s administrator, to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units, including Creation Units for cash. Investors transacting in Creation Units for cash may also pay an additional variable charge to compensate the relevant fund for certain transaction costs (i.e., stamp taxes, taxes on currency or other financial transactions, and brokerage costs) and market impact expenses relating to investing in portfolio securities. Such variable charges, if any, are included in shares sold in the table above.

From time to time, settlement of securities related to in-kind contributions or in-kind redemptions may be delayed. In such cases, securities related to in-kind transactions are reflected as a receivable or a payable in the Statements of Assets and Liabilities.

 

12.

SUBSEQUENT EVENTS

Management’s evaluation of the impact of all subsequent events on the Funds’ financial statements was completed through the date the financial statements were available to be issued and the following items were noted:

iShares Currency Hedged MSCI United Kingdom ETF paid an ordinary income distribution in the amount of $0.071140 per share on October 16, 2023 to shareholders of record on October 11, 2023.

 

 

38  

2 0 2 3  I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Notes to Financial Statements(continued)

 

Effective October 18, 2023, the Syndicated Credit Agreement to which the Participating Funds are party was amended to extend the maturity date to October 2024 under the same terms.

 

 

N O T E ST O  F I N A N C I A L  S T A T E M E N T S

  39


Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of

iShares Trust and Shareholders of each of the three funds listed in the table below

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of each of the funds listed in the table below (three of the funds constituting iShares Trust, hereafter collectively referred to as the “Funds”) as of August 31, 2023, the related statements of operations for the year ended August 31, 2023, the statements of changes in net assets for each of the two years in the period ended August 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of August 31, 2023, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended August 31, 2023 and each of the financial highlights for each of the five years in the period ended August 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

 

 

iShares Currency Hedged MSCI United Kingdom ETF

 

iShares MSCI United Kingdom ETF

 

iShares MSCI United Kingdom Small-Cap ETF

Basis for Opinions

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of August 31, 2023 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

October 23, 2023

We have served as the auditor of one or more BlackRock investment companies since 2000.

 

 

40  

2 0 2 3  I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Important Tax Information (unaudited)

 

The following amounts, or maximum amounts allowable by law, are hereby designated as qualified dividend income for individuals for the fiscal year ended August 31, 2023:

 

   
iShares ETF  

 Qualified Dividend 

Income  

 

Currency Hedged MSCI United Kingdom

  $ 372,988   

MSCI United Kingdom

    121,281,725   

MSCI United Kingdom Small-Cap

    1,229,668   

The Funds intend to pass through to their shareholders the following amounts, or maximum amounts allowable by law, of foreign source income earned and foreign taxes paid for the fiscal year ended August 31, 2023:

 

     
iShares ETF  

Foreign Source

Income Earned

    

Foreign 

 Taxes Paid 

 

Currency Hedged MSCI United Kingdom

  $ 379,974      $ 521   

MSCI United Kingdom

    124,104,062        103,159   

MSCI United Kingdom Small-Cap

    1,564,960        41,799   

The following percentage, or maximum percentage allowable by law, of ordinary income distributions paid during the fiscal year ended August 31, 2023 qualified for the dividends-received deduction for corporate shareholders:

 

   
iShares ETF  

Dividends-Received

Deduction

 

MSCI United Kingdom Small-Cap

    2.05

 

 

I M P O R T A N T  T A X  I N F O R M A T I O N

  41


Board Review and Approval of Investment Advisory Contract

 

iShares Currency Hedged MSCI United Kingdom ETF, iShares MSCI United Kingdom Small-Cap ETF (each the “Fund”)

Under Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), the Trust’s Board of Trustees (the “Board”), including a majority of Board Members who are not “interested persons” of the Trust (as that term is defined in the 1940 Act) (the “Independent Board Members”), is required annually to consider the approval of the Investment Advisory Agreement between the Trust and BFA (the “Advisory Agreement”) on behalf of the Fund. The Board’s consideration entails a year-long process whereby the Board and its committees (composed solely of Independent Board Members) assess BlackRock’s services to the Fund, including investment management; fund accounting; administrative and shareholder services; oversight of the Fund’s service providers; risk management and oversight; legal and compliance services; and ability to meet applicable legal and regulatory requirements. The Independent Board Members requested, and BFA provided, such information as the Independent Board Members, with advice from independent counsel, deemed reasonably necessary to evaluate the Advisory Agreement. At meetings on May 2, 2023 and May 15, 2023, a committee composed of all of the Independent Board Members (the “15(c) Committee”), with independent counsel, met with management and reviewed and discussed information provided in response to initial requests of the 15(c) Committee and/or its independent counsel, and requested certain additional information, which management agreed to provide. At a meeting held on June 7-8, 2023, the Board, including the Independent Board Members, reviewed the additional information provided by management in response to these requests.

After extensive discussions and deliberations, the Board, including all of the Independent Board Members, approved the continuance of the Advisory Agreement for the Fund, based on a review of qualitative and quantitative information provided by BFA and their cumulative experience as Board Members. The Board noted its satisfaction with the extent and quality of information provided and its frequent interactions with management, as well as the detailed responses and other information provided by BFA. The Independent Board Members were advised by their independent counsel throughout the process, including about the legal standards applicable to their review. In approving the continuance of the Advisory Agreement for the Fund, the Board, including the Independent Board Members, considered various factors, including: (i) the expenses and performance of the Fund; (ii) the nature, extent and quality of the services provided by BFA; (iii) the costs of services provided to the Fund and profits realized by BFA and its affiliates; (iv) potential economies of scale and the sharing of related benefits; (v) the fees and services provided for other comparable funds/accounts managed by BFA and its affiliates; and (vi) other benefits to BFA and/or its affiliates. The material factors, none of which was controlling, and conclusions that formed the basis for the Board, including the Independent Board Members, to approve the continuance of the Advisory Agreement are discussed below.

Expenses and Performance of the Fund: The Board reviewed statistical information prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, regarding the expense ratio components, including gross and net total expenses, fees and expenses of other fund(s) in which the Fund invests (if applicable), and waivers/reimbursements (if applicable) of the Fund in comparison with the same information for other ETFs, objectively selected by Broadridge as comprising the Fund’s applicable expense peer group pursuant to Broadridge’s proprietary ETF methodology (the “Peer Group”). The Board was provided with a detailed description of the proprietary ETF methodology used by Broadridge to determine the Fund’s Peer Group. The Board noted that, due to the limitations in providing comparable funds in the Peer Group, the statistical information provided in Broadridge’s report may or may not provide meaningful direct comparisons to the Fund in all instances. The Board also noted that the investment advisory fee rate and overall expenses (net of any waivers and reimbursements) for the Fund were higher than the median of the investment advisory fee rates and overall expenses (net of any waivers and reimbursements) of the funds in its Peer Group, excluding iShares funds.

In addition, to the extent that any of the comparison funds included in the Peer Group, excluding iShares funds, track the same index as the Fund, Broadridge also provided, and the Board reviewed, a comparison of the Fund’s performance for the one-year, three-year, five-year, ten-year, and since inception periods, as applicable, and for the quarter ended December 31, 2022, to that of such relevant comparison fund(s) for the same periods. The Board noted that the Fund seeks to track its specified underlying index and that, during the year, the Board received periodic reports on the Fund’s short- and longer-term performance in comparison with its underlying index. Such periodic comparative performance information, including additional detailed information as requested by the Board, was also considered. The Board noted that the Fund generally performed in line with its underlying index over the relevant periods.

Based on this review, the other factors considered at the meeting, and their general knowledge of ETF pricing, the Board concluded that the investment advisory fee rate and expense level and the historical performance of the Fund supported the Board’s approval of the continuance of the Advisory Agreement for the coming year.

Nature, Extent and Quality of Services Provided: Based on management’s representations, including information about ongoing enhancements and initiatives with respect to the iShares business, including with respect to capital markets support and analysis, technology, portfolio management, product design and quality, compliance and risk management, global public policy and other services, the Board expected that there would be no diminution in the scope of services required of or provided by BFA under the Advisory Agreement for the coming year as compared with the scope of services provided by BFA during prior years. In reviewing the scope of these services, the Board considered BFA’s investment philosophy and experience, noting that BFA and its affiliates have committed significant resources over time, including during the past year, to support the iShares funds and their shareholders and have made significant investments into the iShares business. The Board also considered BFA’s compliance program and its compliance record with respect to the Fund, including related programs implemented pursuant to regulatory requirements. In that regard, the Board noted that BFA reports to the Board about portfolio management and compliance matters on a periodic basis in connection with regularly scheduled meetings of the Board, and on other occasions as necessary and appropriate, and has provided information and made relevant officers and other employees of BFA (and its affiliates) available as needed to provide further assistance with these matters. The Board also reviewed the background and experience of the persons responsible for the day-to-day management of the Fund, as well as the resources available to them in managing the Fund. In addition to the above considerations, the Board reviewed and considered detailed presentations regarding BFA’s investment performance, investment and risk management processes and strategies provided at the May 2, 2023 meeting and throughout the year, and matters related to BFA’s portfolio compliance program and other compliance programs and services.

Based on review of this information, and the performance information discussed above, the Board concluded that the nature, extent and quality of services provided to the Fund under the Advisory Agreement supported the Board’s approval of the continuance of the Advisory Agreement for the coming year.

Costs of Services Provided to the Fund and Profits Realized by BFA and its Affiliates: The Board reviewed information about the estimated profitability to BlackRock in managing the Fund, based on the fees payable to BFA and its affiliates (including fees under the Advisory Agreement), and other sources of revenue and expense to BFA

 

 

42  

2 0 2 3  I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Board Review and Approval of Investment Advisory Contract (continued)

 

and its affiliates from the Fund’s operations for the last calendar year. The Board reviewed BlackRock’s methodology for calculating estimated profitability of the iShares funds, noting that the 15(c) Committee and the Board had focused on the methodology and profitability presentation. The Board recognized that profitability may be affected by numerous factors, including, among other things, fee waivers by BFA, the types of funds managed, expense allocations and business mix. The Board thus recognized that calculating and comparing profitability at individual fund levels is challenging. The Board discussed with management the sources of direct and ancillary revenue, including the revenues to BTC, a BlackRock affiliate, from securities lending by the Fund. The Board also discussed BFA’s estimated profit margin as reflected in the Fund’s profitability analysis and reviewed information regarding potential economies of scale (as discussed below).

Based on this review, the Board concluded that the information considered with respect to the profits realized by BFA and its affiliates under the Advisory Agreement and from other relationships between the Fund and BFA and/or its affiliates, if any, as well as the other factors considered at the meeting, supported the Board’s approval of the continuance of the Advisory Agreement for the coming year.

Economies of Scale: The Board reviewed information and considered the extent to which economies of scale might be realized as the assets of the Fund increase, noting that the issue of potential economies of scale had been focused on by the 15(c) Committee and the Board during their meetings and addressed by management. The 15(c) Committee and the Board received information regarding BlackRock’s historical estimated profitability (as discussed above), including BFA’s and its affiliates’ estimated costs in providing services. The estimated cost information distinguished, among other things, between fixed and variable costs, and showed how the level and nature of fixed and variable costs may impact the existence or size of scale benefits, with the Board recognizing that potential economies of scale are difficult to measure. The 15(c) Committee and the Board reviewed information provided by BFA regarding the sharing of scale benefits with the iShares funds through various means, including, as applicable, through relatively low fee rates established at inception, breakpoints, waivers, or other fee reductions, as well as through additional investment in the iShares business and the provision of improved or additional infrastructure and services to the iShares funds and their shareholders. The Board noted that the Advisory Agreement for the Fund did not provide for breakpoints in the Fund’s investment advisory fee rate as the assets of the Fund increase. However, the Board noted that it would continue to assess the appropriateness of adding breakpoints in the future.

The Board concluded that this review of potential economies of scale and the sharing of related benefits, as well as the other factors considered at the meeting, supported the Board’s approval of the continuance of the Advisory Agreement for the coming year.

Fees and Services Provided for Other Comparable Funds/Accounts Managed by BFA and its Affiliates: The Board received and considered information regarding the investment advisory/management fee rates for other funds/accounts in the U.S. for which BFA (or its affiliates) provides investment advisory/management services, including open-end funds registered under the 1940 Act (including sub-advised funds), collective trust funds and institutional separate accounts (collectively, the “Other Accounts”). The Board acknowledged BFA’s representation that the iShares funds are fundamentally different investment vehicles from the Other Accounts.

The Board received detailed information regarding how the Other Accounts generally differ from the Fund, including in terms of the types of services and generally more extensive services provided to the Fund, as well as other significant differences. In that regard, the Board considered that the pricing of services to institutional clients is typically based on a number of factors beyond the nature and extent of the specific services to be provided and often depends on the overall relationship between the client and its affiliates and the adviser and its affiliates. In addition, the Board considered the relative complexity and inherent risks and challenges of managing and providing other services to the Fund, as a publicly traded investment vehicle, as compared to the Other Accounts, particularly those that are institutional clients, in light of differing regulatory requirements and client-imposed mandates. The Board noted that BFA and its affiliates do not manage Other Accounts with substantially the same investment objective and strategy as the Fund and that track the same index as the Fund. The Board also acknowledged management’s assertion that, for certain iShares funds, and for client segmentation purposes, BlackRock has launched an iShares fund that may provide a similar investment exposure at a lower investment advisory fee rate.

The Board considered the “all-inclusive” nature of the Fund’s advisory fee structure, and the Fund’s expenses borne by BFA under this arrangement and noted that the investment advisory fee rate under the Advisory Agreement for the Fund was generally higher than the investment advisory/management fee rates for certain of the Other Accounts (particularly institutional clients) and concluded that the differences appeared to be consistent with the factors discussed.

Other Benefits to BFA and/or its Affiliates: The Board reviewed other benefits or ancillary revenue received by BFA and/or its affiliates in connection with the services provided to the Fund by BFA, both direct and indirect, including, but not limited to, payment of revenue to BTC, the Fund’s securities lending agent, for loaning portfolio securities, as applicable (which was included in the profit margins reviewed by the Board pursuant to BFA’s estimated profitability methodology), payment of advisory fees or other fees to BFA (or its affiliates) in connection with any investments by the Fund in other funds for which BFA (or its affiliates) provides investment advisory services or other services, and BlackRock’s profile in the investment community. The Board further considered other direct benefits that might accrue to BFA, including the potential for reduction in the Fund’s expenses that are borne by BFA under the “all-inclusive” management fee arrangement, due in part to the size and scope of BFA’s investment operations servicing the Fund (and other funds in the iShares complex) as well as in response to a changing market environment. The Board also reviewed and considered information provided by BFA concerning authorized participant primary market order processing services that are provided by BlackRock Investments, LLC (“BRIL”), an affiliate of BFA, and paid for by authorized participants under the ETF Servicing Platform. The Board also noted the revenue received by BFA and/or its affiliates pursuant to an agreement that permits a service provider to use certain portions of BlackRock’s technology platform to service accounts managed by BFA and/or its affiliates, including the iShares funds. The Board noted that BFA generally does not use soft dollars or consider the value of research or other services that may be provided to BFA (including its affiliates) in selecting brokers for portfolio transactions for the Fund. The Board concluded that any such ancillary benefits would not be disadvantageous to the Fund and thus would not alter the Board’s conclusion with respect to the appropriateness of approving the continuance of the Advisory Agreement for the coming year.

Conclusion: Based on a review of the factors described above, as well as such other factors as deemed appropriate by the Board, the Board, including all of the Independent Board Members, determined that the Fund’s investment advisory fee rate under the Advisory Agreement does not constitute a fee that is so disproportionately large as to bear no reasonable relationship to the services rendered and that could not have been the product of arm’s-length bargaining, and concluded to approve the continuance of the Advisory Agreement for the coming year.

 

 

B O A R D  R E V I E WA N D  A P P R O V A L  O F  I N V E S T M E N T  A D V I S O R Y  C O N T R A C T 

  43


Board Review and Approval of Investment Advisory Contract (continued)

 

iShares MSCI United Kingdom ETF (the “Fund”)

Under Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), the Trust’s Board of Trustees (the “Board”), including a majority of Board Members who are not “interested persons” of the Trust (as that term is defined in the 1940 Act) (the “Independent Board Members”), is required annually to consider the approval of the Investment Advisory Agreement between the Trust and BFA (the “Advisory Agreement”) on behalf of the Fund. The Board’s consideration entails a year-long process whereby the Board and its committees (composed solely of Independent Board Members) assess BlackRock’s services to the Fund, including investment management; fund accounting; administrative and shareholder services; oversight of the Fund’s service providers; risk management and oversight; legal and compliance services; and ability to meet applicable legal and regulatory requirements. The Independent Board Members requested, and BFA provided, such information as the Independent Board Members, with advice from independent counsel, deemed reasonably necessary to evaluate the Advisory Agreement. At meetings on May 2, 2023 and May 15, 2023, a committee composed of all of the Independent Board Members (the “15(c) Committee”), with independent counsel, met with management and reviewed and discussed information provided in response to initial requests of the 15(c) Committee and/or its independent counsel, and requested certain additional information, which management agreed to provide. At a meeting held on June 7-8, 2023, the Board, including the Independent Board Members, reviewed the additional information provided by management in response to these requests.

After extensive discussions and deliberations, the Board, including all of the Independent Board Members, approved the continuance of the Advisory Agreement for the Fund, based on a review of qualitative and quantitative information provided by BFA and their cumulative experience as Board Members. The Board noted its satisfaction with the extent and quality of information provided and its frequent interactions with management, as well as the detailed responses and other information provided by BFA. The Independent Board Members were advised by their independent counsel throughout the process, including about the legal standards applicable to their review. In approving the continuance of the Advisory Agreement for the Fund, the Board, including the Independent Board Members, considered various factors, including: (i) the expenses and performance of the Fund; (ii) the nature, extent and quality of the services provided by BFA; (iii) the costs of services provided to the Fund and profits realized by BFA and its affiliates; (iv) potential economies of scale and the sharing of related benefits; (v) the fees and services provided for other comparable funds/accounts managed by BFA and its affiliates; and (vi) other benefits to BFA and/or its affiliates. The material factors, none of which was controlling, and conclusions that formed the basis for the Board, including the Independent Board Members, to approve the continuance of the Advisory Agreement are discussed below.

Expenses and Performance of the Fund: The Board reviewed statistical information prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, regarding the expense ratio components, including gross and net total expenses, fees and expenses of other fund(s) in which the Fund invests (if applicable), and waivers/reimbursements (if applicable) of the Fund in comparison with the same information for other ETFs, objectively selected by Broadridge as comprising the Fund’s applicable expense peer group pursuant to Broadridge’s proprietary ETF methodology (the “Peer Group”). The Board was provided with a detailed description of the proprietary ETF methodology used by Broadridge to determine the Fund’s Peer Group. The Board noted that, due to the limitations in providing comparable funds in the Peer Group, the statistical information provided in Broadridge’s report may or may not provide meaningful direct comparisons to the Fund in all instances. The Board also noted that the investment advisory fee rate and overall expenses (net of any waivers and reimbursements) for the Fund were higher than the median of the investment advisory fee rates and overall expenses (net of any waivers and reimbursements) of the funds in its Peer Group, excluding iShares funds.

In addition, to the extent that any of the comparison funds included in the Peer Group, excluding iShares funds, track the same index as the Fund, Broadridge also provided, and the Board reviewed, a comparison of the Fund’s performance for the one-year, three-year, five-year, ten-year, and since inception periods, as applicable, and for the quarter ended December 31, 2022, to that of such relevant comparison fund(s) for the same periods. The Board noted that the Fund seeks to track its specified underlying index and that, during the year, the Board received periodic reports on the Fund’s short- and longer-term performance in comparison with its underlying index. Such periodic comparative performance information, including additional detailed information as requested by the Board, was also considered. The Board noted that the Fund generally performed in line with its underlying index over the relevant periods.

Based on this review, the other factors considered at the meeting, and their general knowledge of ETF pricing, the Board concluded that the investment advisory fee rate and expense level and the historical performance of the Fund supported the Board’s approval of the continuance of the Advisory Agreement for the coming year.

Nature, Extent and Quality of Services Provided: Based on management’s representations, including information about ongoing enhancements and initiatives with respect to the iShares business, including with respect to capital markets support and analysis, technology, portfolio management, product design and quality, compliance and risk management, global public policy and other services, the Board expected that there would be no diminution in the scope of services required of or provided by BFA under the Advisory Agreement for the coming year as compared with the scope of services provided by BFA during prior years. In reviewing the scope of these services, the Board considered BFA’s investment philosophy and experience, noting that BFA and its affiliates have committed significant resources over time, including during the past year, to support the iShares funds and their shareholders and have made significant investments into the iShares business. The Board also considered BFA’s compliance program and its compliance record with respect to the Fund, including related programs implemented pursuant to regulatory requirements. In that regard, the Board noted that BFA reports to the Board about portfolio management and compliance matters on a periodic basis in connection with regularly scheduled meetings of the Board, and on other occasions as necessary and appropriate, and has provided information and made relevant officers and other employees of BFA (and its affiliates) available as needed to provide further assistance with these matters. The Board also reviewed the background and experience of the persons responsible for the day-to-day management of the Fund, as well as the resources available to them in managing the Fund. In addition to the above considerations, the Board reviewed and considered detailed presentations regarding BFA’s investment performance, investment and risk management processes and strategies provided at the May 2, 2023 meeting and throughout the year, and matters related to BFA’s portfolio compliance program and other compliance programs and services.

Based on review of this information, and the performance information discussed above, the Board concluded that the nature, extent and quality of services provided to the Fund under the Advisory Agreement supported the Board’s approval of the continuance of the Advisory Agreement for the coming year.

Costs of Services Provided to the Fund and Profits Realized by BFA and its Affiliates: The Board reviewed information about the estimated profitability to BlackRock in managing the Fund, based on the fees payable to BFA and its affiliates (including fees under the Advisory Agreement), and other sources of revenue and expense to BFA

 

 

44  

2 0 2 3  I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Board Review and Approval of Investment Advisory Contract (continued)

 

and its affiliates from the Fund’s operations for the last calendar year. The Board reviewed BlackRock’s methodology for calculating estimated profitability of the iShares funds, noting that the 15(c) Committee and the Board had focused on the methodology and profitability presentation. The Board recognized that profitability may be affected by numerous factors, including, among other things, fee waivers by BFA, the types of funds managed, expense allocations and business mix. The Board thus recognized that calculating and comparing profitability at individual fund levels is challenging. The Board discussed with management the sources of direct and ancillary revenue, including the revenues to BTC, a BlackRock affiliate, from securities lending by the Fund. The Board also discussed BFA’s estimated profit margin as reflected in the Fund’s profitability analysis and reviewed information regarding potential economies of scale (as discussed below).

Based on this review, the Board concluded that the information considered with respect to the profits realized by BFA and its affiliates under the Advisory Agreement and from other relationships between the Fund and BFA and/or its affiliates, if any, as well as the other factors considered at the meeting, supported the Board’s approval of the continuance of the Advisory Agreement for the coming year.

Economies of Scale: The Board reviewed information and considered the extent to which economies of scale might be realized as the assets of the Fund increase, noting that the issue of potential economies of scale had been focused on by the 15(c) Committee and the Board during their meetings and addressed by management. The 15(c) Committee and the Board received information regarding BlackRock’s historical estimated profitability (as discussed above), including BFA’s and its affiliates’ estimated costs in providing services. The estimated cost information distinguished, among other things, between fixed and variable costs, and showed how the level and nature of fixed and variable costs may impact the existence or size of scale benefits, with the Board recognizing that potential economies of scale are difficult to measure. The 15(c) Committee and the Board reviewed information provided by BFA regarding the sharing of scale benefits with the iShares funds through various means, including, as applicable, through relatively low fee rates established at inception, breakpoints, waivers, or other fee reductions, as well as through additional investment in the iShares business and the provision of improved or additional infrastructure and services to the iShares funds and their shareholders. The Board noted that the Advisory Agreement for the Fund already provided for breakpoints in the Fund’s investment advisory fee rate as the assets of the Fund, on an aggregated basis with the assets of certain other iShares funds, increase. The Board noted that it would continue to assess the appropriateness of adding new or revised breakpoints in the future.

The Board concluded that this review of potential economies of scale and the sharing of related benefits, as well as the other factors considered at the meeting, supported the Board’s approval of the continuance of the Advisory Agreement for the coming year.

Fees and Services Provided for Other Comparable Funds/Accounts Managed by BFA and its Affiliates: The Board received and considered information regarding the investment advisory/management fee rates for other funds/accounts in the U.S. for which BFA (or its affiliates) provides investment advisory/management services, including open-end funds registered under the 1940 Act (including sub-advised funds), collective trust funds and institutional separate accounts (collectively, the “Other Accounts”). The Board acknowledged BFA’s representation that the iShares funds are fundamentally different investment vehicles from the Other Accounts.

The Board received detailed information regarding how the Other Accounts generally differ from the Fund, including in terms of the types of services and generally more extensive services provided to the Fund, as well as other significant differences. In that regard, the Board considered that the pricing of services to institutional clients is typically based on a number of factors beyond the nature and extent of the specific services to be provided and often depends on the overall relationship between the client and its affiliates and the adviser and its affiliates. In addition, the Board considered the relative complexity and inherent risks and challenges of managing and providing other services to the Fund, as a publicly traded investment vehicle, as compared to the Other Accounts, particularly those that are institutional clients, in light of differing regulatory requirements and client-imposed mandates. The Board noted that BFA and its affiliates manage Other Accounts with substantially the same investment objective and strategy as the Fund and that track the same index as the Fund. The Board also acknowledged management’s assertion that, for certain iShares funds, and for client segmentation purposes, BlackRock has launched an iShares fund that may provide a similar investment exposure at a lower investment advisory fee rate.

The Board considered the “all-inclusive” nature of the Fund’s advisory fee structure, and the Fund’s expenses borne by BFA under this arrangement and noted that the investment advisory fee rate under the Advisory Agreement for the Fund was generally higher than the investment advisory/management fee rates for certain of the Other Accounts (particularly institutional clients) and concluded that the differences appeared to be consistent with the factors discussed.

Other Benefits to BFA and/or its Affiliates: The Board reviewed other benefits or ancillary revenue received by BFA and/or its affiliates in connection with the services provided to the Fund by BFA, both direct and indirect, including, but not limited to, payment of revenue to BTC, the Fund’s securities lending agent, for loaning portfolio securities, as applicable (which was included in the profit margins reviewed by the Board pursuant to BFA’s estimated profitability methodology), payment of advisory fees or other fees to BFA (or its affiliates) in connection with any investments by the Fund in other funds for which BFA (or its affiliates) provides investment advisory services or other services, and BlackRock’s profile in the investment community. The Board further considered other direct benefits that might accrue to BFA, including the potential for reduction in the Fund’s expenses that are borne by BFA under the “all-inclusive” management fee arrangement, due in part to the size and scope of BFA’s investment operations servicing the Fund (and other funds in the iShares complex) as well as in response to a changing market environment. The Board also reviewed and considered information provided by BFA concerning authorized participant primary market order processing services that are provided by BlackRock Investments, LLC (“BRIL”), an affiliate of BFA, and paid for by authorized participants under the ETF Servicing Platform. The Board also noted the revenue received by BFA and/or its affiliates pursuant to an agreement that permits a service provider to use certain portions of BlackRock’s technology platform to service accounts managed by BFA and/or its affiliates, including the iShares funds. The Board noted that BFA generally does not use soft dollars or consider the value of research or other services that may be provided to BFA (including its affiliates) in selecting brokers for portfolio transactions for the Fund. The Board concluded that any such ancillary benefits would not be disadvantageous to the Fund and thus would not alter the Board’s conclusion with respect to the appropriateness of approving the continuance of the Advisory Agreement for the coming year.

Conclusion: Based on a review of the factors described above, as well as such other factors as deemed appropriate by the Board, the Board, including all of the Independent Board Members, determined that the Fund’s investment advisory fee rate under the Advisory Agreement does not constitute a fee that is so disproportionately large as to bear no reasonable relationship to the services rendered and that could not have been the product of arm’s-length bargaining, and concluded to approve the continuance of the Advisory Agreement for the coming year.

 

 

B O A R D  R E V I E WA N D  A P P R O V A L  O F  I N V E S T M E N T  A D V I S O R Y  C O N T R A C T 

  45


Supplemental Information (unaudited)

 

Section 19(a) Notices

The amounts and sources of distributions reported are estimates and are being provided pursuant to regulatory requirements and are not being provided for tax reporting purposes. The actual amounts and sources for tax reporting purposes will depend upon each Fund’s investment experience during the year and may be subject to changes based on tax regulations. Shareholders will receive a Form 1099-DIV each calendar year that will inform them how to report these distributions for federal income tax purposes.

August 31, 2023

 

       
    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

 

Currency Hedged MSCI United Kingdom(a)

  $ 0.916912      $      $ 0.000010      $ 0.916922                 100         0 %(b)      100

 

  (a) 

The Fund estimates that it has distributed more than its net investment income and net realized capital gains; therefore, a portion of the distribution may be a return of capital. A return of capital may occur, for example, when some or all of the shareholder’s investment in the Fund is returned to the shareholder. A return of capital does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income”. When distributions exceed total return performance, the difference will incrementally reduce the Fund’s net asset value per share.

 
  (b) 

Rounds to less than 1%.

 

Tailored Shareholder Reports for Open-End Mutual Funds and ETFs

Effective January 24, 2023, the SEC adopted rule and form amendments to require open-end mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, management is evaluating the impact of these amendments on the shareholder reports for the Funds.

Premium/Discount Information

Information on the Fund’s net asset value, market price, premiums and discounts, and bid-ask spreads can be found at iShares.com.

Regulation under the Alternative Investment Fund Managers Directive

The Alternative Investment Fund Managers Directive, and its United Kingdom (“UK”) equivalent, (“AIFMD”) 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, the Company is only required to comply with certain disclosure, reporting and transparency obligations of AIFMD because it has registered the iShares MSCI United Kingdom ETF (the “Fund”) to be marketed to investors in the EU and/or UK.

Report on Remuneration

The Company is required under AIFMD 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 programs 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 and staff who have the ability to materially affect the risk profile of the Fund, a significant percentage of variable remuneration is deferred over time. All employees are subject to a clawback policy.

 

 

46  

2 0 2 3  I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Supplemental Information (unaudited) (continued)

 

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 organizational structures which are independent of the business units and therefore staff members in control functions are remunerated independently of the businesses they oversee. 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. Conversely, members of staff and senior management of the broader BlackRock group may provide both AIFMD and non-AIFMD related services in respect of multiple funds, clients and functions of the broader BlackRock group and of the Company. Therefore, the figures disclosed are a sum of individuals’ portion of remuneration attributable to the Company according to an objective apportionment methodology which acknowledges the multiple-service nature of the Company and the broader BlackRock group. Accordingly, the figures are not representative of any individual’s actual remuneration or their remuneration structure.

The amount of the total remuneration awarded to the Company’s staff in respect of the Company’s financial year ending December 31, 2022 was USD 4.12 million. This figure is comprised of fixed remuneration of USD 685 thousand and variable remuneration of USD 3.44 million. There was a total of 8 beneficiaries of the remuneration described above.

The amount of the aggregate remuneration awarded by the Company in respect of the Company’s financial year ending December 31, 2022, to its senior management was USD 2.96 million, and to other members of its staff whose actions potentially have a material impact on the risk profile of the Company or its funds was USD 970 thousand. These figures relate to the entire Company and not to the Fund.

Disclosures Under the EU Sustainable Finance Disclosure Regulation

The iShares MSCI United Kingdom ETF (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 investment strategy does not take into account the criteria for environmentally sustainable economic activities under the EU sustainable investment taxonomy regulation or principal adverse impacts (“PAIs”) on sustainability factors under the SFDR. PAIs are identified under the SFDR as the material impacts of investment decisions on sustainability factors relating to environmental, social and employee matters, respect for human rights, and anti-corruption and anti-bribery matters.

 

 

S U P P L E M E N T A L  I N F O R M A T I O N

  47


Trustee and Officer Information (unaudited)

 

The Board of Trustees has responsibility for the overall management and operations of the Funds, including general supervision of the duties performed by BFA and other service providers. Each Trustee serves until he or she resigns, is removed, dies, retires or becomes incapacitated. Each officer shall hold office until his or her successor is elected and qualifies or until his or her death, resignation or removal. Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust are referred to as independent trustees (“Independent Trustees”).

The registered investment companies advised by BFA or its affiliates (the “BlackRock-advised Funds”) are organized into one complex of open-end equity, multi-asset, index and money market funds and ETFs (the “BlackRock Multi-Asset Complex”), one complex of closed-end funds and open-end non-index fixed-income funds (including ETFs) (the “BlackRock Fixed-Income Complex”) and one complex of ETFs (“Exchange-Traded Fund Complex”) (each, a “BlackRock Fund Complex”). Each Fund is included in the Exchange-Traded Fund Complex. Each Trustee also serves as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust and, as a result, oversees all of the funds within the Exchange-Traded Fund Complex, which consists of 387 funds as of August 31, 2023. With the exception of Robert S. Kapito, Salim Ramji and Aaron Wasserman, the address of each Trustee and officer is c/o BlackRock, Inc., 400 Howard Street, San Francisco, CA94105. The address of Mr. Kapito, Mr. Ramji and Mr. Wasserman is c/o BlackRock, Inc., 50 Hudson Yards, New York, NY 10001. The Board has designated John E. Kerrigan as its Independent Board Chair. Additional information about the Funds’ Trustees and officers may be found in the Funds’ combined Statement of Additional Information, which is available without charge, upon request, by calling toll-free 1-800-iShares (1-800-474-2737).

 

Interested Trustees
       

Name

(Year of

Birth)

   Position(s)   

Principal Occupation(s)

During Past 5 Years

      Other Directorships Held by Trustee   

Robert S. Kapito(a)

(1957)

  

Trustee

(since 2009).

   President, BlackRock, Inc. (since 2006); Vice Chairman of BlackRock, Inc. and Head of BlackRock’s Portfolio Management Group (since its formation in 1998) and BlackRock, Inc.’s predecessor entities (since 1988); Trustee, University of Pennsylvania (since 2009); President of Board of Directors, Hope & Heroes Children’s Cancer Fund (since 2002).    Director of BlackRock, Inc. (since 2006); Director of iShares, Inc. (since 2009); Trustee of iShares U.S. ETF Trust (since 2011).

Salim Ramji(b)

(1970)

  

Trustee

(since 2019).

   Senior Managing Director, BlackRock, Inc. (since 2014); Global Head of BlackRock’s ETF and Index Investments Business (since 2019); Head of BlackRock’s U.S. Wealth Advisory Business (2015-2019); Global Head of Corporate Strategy, BlackRock, Inc. (2014-2015); Senior Partner, McKinsey & Company (2010-2014).    Director of iShares, Inc. (since 2019); Trustee of iShares U.S. ETF Trust (since 2019).

 

(a) 

Robert S. Kapito is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust due to his affiliations with BlackRock, Inc. and its affiliates.

 

(b)

Salim Ramji is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust due to his affiliations with BlackRock, Inc. and its affiliates.

 

Independent Trustees
       

Name

(Year of

Birth)

   Position(s)   

Principal Occupation(s)

During Past 5 Years

      Other Directorships Held by Trustee   

John E. Kerrigan

(1955)

   Trustee (since 2005); Independent Board Chair (since 2022).    Chief Investment Officer, Santa Clara University (since 2002).    Director of iShares, Inc. (since 2005); Trustee of iShares U.S. ETF Trust (since 2011); Independent Board Chair of iShares, Inc. and iShares U.S. ETF Trust (since 2022).

Jane D. Carlin

(1956)

   Trustee (since 2015); Risk Committee Chair (since 2016).    Consultant (since 2012); Member of the Audit Committee (2012-2018), Chair of the Nominating and Governance Committee (2017-2018) and Director of PHH Corporation (mortgage solutions) (2012-2018); Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head of Operational Risk Management of Morgan Stanley (2006-2012).    Director of iShares, Inc. (since 2015); Trustee of iShares U.S. ETF Trust (since 2015); Member of the Audit Committee (since 2016), Chair of the Audit Committee (since 2020) and Director of The Hanover Insurance Group, Inc. (since 2016).

Richard L. Fagnani

(1954)

   Trustee (since 2017); Audit Committee Chair (since 2019).    Partner, KPMG LLP (2002-2016); Director of One Generation Away (since 2021).    Director of iShares, Inc. (since 2017); Trustee of iShares U.S. ETF Trust (since 2017).

 

 

48  

2 0 2 3  I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


Trustee and Officer Information (unaudited) (continued)

 

          Independent Trustees (continued)     
       

Name

(Year of

Birth)

   Position(s)   

Principal Occupation(s)

During Past 5 Years

      Other Directorships Held by Trustee   

Cecilia H. Herbert

(1949)

   Trustee (since 2005); Nominating and Governance and Equity Plus Committee Chairs (since 2022).    Chair of the Finance Committee (since 2019) and Trustee and Member of the Finance, Audit and Quality Committees of Stanford Health Care (since 2016); Trustee of WNET, New York’s public media company (since 2011) and Member of the Audit Committee (since 2018), Investment Committee (since 2011) and Personnel Committee (since 2022); Member of the Wyoming State Investment Funds Committee (since 2022); Director of the Jackson Hole Center for the Arts (since 2021); Trustee of Forward Funds (14 portfolios) (2009-2018); Trustee of Salient MF Trust (4 portfolios) (2015-2018).    Director of iShares, Inc. (since 2005); Trustee of iShares U.S. ETF Trust (since 2011).

Drew E.

Lawton

(1959)

   Trustee (since 2017); 15(c) Committee Chair (since 2017).    Senior Managing Director of New York Life Insurance Company (2010-2015).    Director of iShares, Inc. (since 2017); Trustee of iShares U.S. ETF Trust (since 2017); Director of Jackson Financial Inc. (since 2021).

John E. Martinez

(1961)

   Trustee (since 2003); Securities Lending Committee Chair (since 2019).    Director of Real Estate Equity Exchange, Inc. (since 2005); Director of Cloudera Foundation (2017-2020); and Director of Reading Partners (2012-2016).    Director of iShares, Inc. (since 2003); Trustee of iShares U.S. ETF Trust (since 2011).

Madhav V. Rajan

(1964)

   Trustee (since 2011); Fixed-Income Plus Committee Chair (since 2019).    Dean, and George Pratt Shultz Professor of Accounting, University of Chicago Booth School of Business (since 2017); Advisory Board Member (since 2016) and Director (since 2020) of C.M. Capital Corporation; Chair of the Board for the Center for Research in Security Prices, LLC (since 2020); Robert K. Jaedicke Professor of Accounting, Stanford University Graduate School of Business (2001-2017); Professor of Law (by courtesy), Stanford Law School (2005-2017); Senior Associate Dean for Academic Affairs and Head of MBA Program, Stanford University Graduate School of Business (2010-2016).    Director of iShares, Inc. (since 2011); Trustee of iShares U.S. ETF Trust (since 2011).
Officers
     

Name (Year

of Birth)

   Position(s)   

Principal Occupation(s)

During Past 5 Years

Dominik Rohé

(1973)

   President (since 2023).    Managing Director, BlackRock, Inc. (since 2005); Head of Americas ETF and Index Investments (since 2023); Head of Latin America (2019-2023).

Trent Walker

(1974)

   Treasurer and Chief Financial Officer (since 2020).    Managing Director, BlackRock, Inc. (since September 2019); Chief Financial Officer of iShares Delaware Trust Sponsor LLC, BlackRock Funds, BlackRock Funds II, BlackRock Funds IV, BlackRock Funds V and BlackRock Funds VI (since 2021); Executive Vice President of PIMCO (2016-2019); Senior Vice President of PIMCO (2008-2015); Treasurer (2013-2019) and Assistant Treasurer (2007-2017) of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds.

Aaron Wasserman

(1974)

   Chief Compliance Officer (iShares, Inc. and iShares Trust, since 2023; iShares U.S. ETF Trust, since 2023).    Managing Director of BlackRock, Inc. (since 2018); Chief Compliance Officer of the BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the Exchange-Traded Fund Complex (since 2023); Deputy Chief Compliance Officer for the BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the Exchange-Traded Fund Complex (2014-2023).

Marisa Rolland

(1980)

   Secretary (since 2022).    Managing Director, BlackRock, Inc. (since 2023); Director, BlackRock, Inc. (2018-2022); Vice President, BlackRock, Inc. (2010-2017).

Rachel Aguirre

(1982)

   Executive Vice President (since 2022).    Managing Director, BlackRock, Inc. (since 2018); Director, BlackRock, Inc. (2009-2018); Head of U.S. iShares Product (since 2022); Head of EII U.S. Product Engineering (since 2021); Co-Head of EII’s Americas Portfolio Engineering (2020-2021); Head of Developed Markets Portfolio Engineering (2016-2019).

Jennifer Hsui

(1976)

   Executive Vice President (since 2022).   

Managing Director, BlackRock, Inc. (since 2009); Co-Head of Index Equity (since 2022).

 

 

T R U S T E E  A N D  O F F I C E R  I N F O R M A T I O N

  49


Trustee and Officer Information (unaudited) (continued)

 

Officers (continued)
     

Name (Year

of Birth)

   Position(s)   

Principal Occupation(s)

During Past 5 Years

James Mauro

(1970)

   Executive Vice President (since 2022).    Managing Director, BlackRock, Inc. (since 2010); Head of Fixed Income Index Investments in the Americas and Head of San Francisco Core Portfolio Management (since 2020).

 

 

Effective March 30, 2023, Dominik Rohé replaced Armando Senra as President.

 

Effective July 1, 2023, Aaron Wasserman replaced Charles Park as Chief Compliance Officer.

 

 

 

50  

2 0 2 3  I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


General Information

 

Electronic Delivery

Shareholders can sign up for e-mail notifications announcing that the shareholder report or prospectus has been posted on the iShares website at iShares.com. Once you have enrolled, you will no longer receive prospectuses and shareholder reports in the mail.

To enroll in electronic delivery:

 

   

Go to icsdelivery.com.

   

If your brokerage firm is not listed, electronic delivery may not be available. Please contact your broker-dealer or financial advisor.

Householding

Householding is an option available to certain fund investors. Householding is a method of delivery, based on the preference of the individual investor, in which a single copy of certain shareholder documents and Rule 30e-3 notices can be delivered to investors who share the same address, even if their accounts are registered under different names. Please contact your broker-dealer if you are interested in enrolling in householding and receiving a single copy of prospectuses and other shareholder documents, or if you are currently enrolled in householding and wish to change your householding status.

Availability of Quarterly Schedule of Investments

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Funds’ Forms N-PORT are available on the SEC’s website at sec.gov. Additionally, each Fund makes its portfolio holdings for the first and third quarters of each fiscal year available at iShares.com/fundreports.

Availability of Proxy Voting Policies and Proxy Voting Records

A description of the policies and procedures that the iShares Funds use to determine how to vote proxies relating to portfolio securities and information about how the iShares Funds voted proxies relating to portfolio securities during the most recent twelve-month period ending June 30 is available without charge, upon request (1) by calling toll-free 1-800-474-2737; (2) on the iShares website at iShares.com; and (3) on the SEC website at sec.gov.

A description of the Trust’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund Prospectus. The Fund discloses its portfolio holdings daily and provides information regarding its top holdings in Fund fact sheets at iShares.com.

 

 

G E N E R A L  I N F O R M A T I O N

  51


Glossary of Terms Used in this Report

 

Currency Abbreviation

GBP    British Pound
USD    United States Dollar

Portfolio Abbreviation

NVS    Non-Voting Shares
REIT    Real Estate Investment Trust

 

 

52  

2 0 2 3  I S H A R E S  A N N U A L  R E P O R TT O  S H A R E H O L D E R S


 

Want to know more?

iShares.com | 1-800-474-2737

This report is intended for the Funds’ shareholders. It may not be distributed to prospective investors unless it is preceded or accompanied by the current prospectus.

Investing involves risk, including possible loss of principal.

The iShares Funds are distributed by BlackRock Investments, LLC (together with its affiliates, “BlackRock”).

The iShares Funds are not sponsored, endorsed, issued, sold or promoted by MSCI Inc., nor does this company make any representation regarding the advisability of investing in the iShares Funds. BlackRock is not affiliated with the company listed above.

©2023 BlackRock, Inc. All rights reserved. iSHARES and BLACKROCK are registered trademarks of BlackRock, Inc. or its subsidiaries. All other marks are the property of their respective owners.

iS-AR-813-0823

 

 

LOGO

   LOGO