LOGO

  SEPTEMBER 30, 2022

 

    

  

2022 Semi-Annual Report

(Unaudited)

 

 

iShares Trust

 

·

 

 

iShares Factors US Growth Style ETF | STLG | Cboe BZX

·

 

 

iShares Factors US Value Style ETF | STLV | Cboe BZX


The Markets in Review

Dear Shareholder,

The 12-month reporting period as of September 30, 2022 saw the emergence of significant challenges that disrupted the economic recovery and strong financial markets of 2021. The U.S. economy shrank in the first half of 2022, ending the run of robust growth that followed the reopening of global economies and the development of COVID-19 vaccines. Changes in consumer spending patterns and a tight labor market led to elevated inflation, which reached a 40-year high. Moreover, while the foremost effect of Russia’s invasion of Ukraine has been a severe humanitarian crisis, the ongoing war continued to present challenges for both investors and policymakers.

Equity prices fell as interest rates rose, particularly weighing on relatively high-valuation growth stocks and economically sensitive small-capitalization stocks. While both large- and small-capitalization U.S. stocks fell, declines for small-capitalization U.S. stocks were steeper. Both emerging market stocks and international equities from developed markets fell significantly, pressured by rising interest rates and a strengthening U.S. dollar.

The 10-year U.S. Treasury yield (which is inversely related to bond prices) rose notably during the reporting period as investors reacted to higher inflation and attempted to anticipate its impact on future interest rate changes. The corporate bond market also faced inflationary headwinds, and increasing uncertainty led to higher corporate bond spreads (the difference in yield between U.S. Treasuries and similarly-dated corporate bonds).

The U.S. Federal Reserve (the “Fed”), acknowledging that inflation is proving more persistent than expected, raised interest rates five times while indicating that additional rate hikes were likely. Furthermore, the Fed wound down its bond-buying programs and is accelerating the reduction of its balance sheet. As investors attempted to assess the Fed’s future trajectory, the Fed’s statements late in the reporting period led markets to believe that additional tightening is likely in the near term.

The pandemic’s restructuring of the economy brought an ongoing mismatch between supply and demand, contributing to the current inflationary regime. While growth has slowed in 2022, we believe that taming inflation requires a more dramatic economic decline to bring demand back to a lower level that is more in line with the economy’s capacity. The Fed has been raising interest rates at the fastest pace in decades, and seems set to overtighten in its effort to get inflation back to target. With this in mind, we believe the possibility of a U.S. recession in the near-term is high, and the outlook for Europe and the U.K. is also troubling. Investors should expect a period of higher volatility as markets adjust to the new economic reality and policymakers attempt to adapt to rapidly changing conditions.

In this environment, while we favor an overweight to equities in the long-term, the market’s concerns over excessive rate hikes from central banks moderate our outlook. Rising input costs and a deteriorating economic backdrop in China and Europe are likely to challenge corporate earnings, so we are underweight equities overall in the near term. However, we see better opportunities in credit, where higher spreads provide income opportunities and partially compensate for inflation risk. We believe that investment-grade corporates, local-currency emerging market debt, and inflation-protected bonds (particularly in Europe) offer strong opportunities for a six- to twelve-month horizon.

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

Sincerely,

 

LOGO

Rob Kapito

President, BlackRock, Inc.

LOGO

Rob Kapito

President, BlackRock, Inc.

 

Total Returns as of September 30, 2022  
     
       6-Month       12-Month  
   

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

    (20.20 )%      (15.47 )% 
   

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

    (19.01     (23.50
   

International equities
(MSCI Europe, Australasia,
Far East Index)

    (22.51     (25.13
   

Emerging market
equities (MSCI Emerging
Markets Index)

    (21.70     (28.11
   

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

    0.58       0.63  
   

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

    (10.81     (16.20
   

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

    (9.22     (14.60
   

Tax-exempt municipal
bonds (Bloomberg
Municipal Bond Index)

    (6.30     (11.50
   

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

    (10.42     (14.15
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  

H I S    A G E    I S     O T    A R T    O F    O U R    U N D     E P O R T


Table of Contents

 

      Page  

The Markets in Review

  

 

2

 

Semi-Annual Report:

  

Fund Summary

  

 

4

 

About Fund Performance

  

 

6

 

Disclosure of Expenses

  

 

6

 

Schedules of Investments

  

 

7

 

Financial Statements:

  

Statements of Assets and Liabilities

  

 

16

 

Statements of Operations

  

 

17

 

Statements of Changes in Net Assets

  

 

18

 

Financial Highlights

  

 

19

 

Notes to Financial Statements

  

 

21

 

Board Review and Approval of Investment Advisory Contract

  

 

27

 

General Information

  

 

31

 

Glossary of Terms Used in this Report

  

 

32

 

 

 

  3


Fund Summary as of September 30, 2022    iShares® Factors US Growth Style ETF

 

Investment Objective

The iShares Factors US Growth Style ETF (the “Fund”) seeks to track the investment results of an index composed of U.S. large- and mid-capitalization stocks with favorable exposure to target style factors subject to constraints, as represented by the Russell US Large Cap Factors Growth Style 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  
    

 

 

     

 

 

 
     6-Month Total
Returns
     1 Year      Since
Inception
           1 Year      Since
Inception
 

Fund NAV

    (21.00 )%       (19.85 )%       6.08       (19.85 )%       17.37

Fund Market

    (21.14      (19.91      6.08         (19.91      17.38  

Index

    (20.99      (19.73      6.24               (19.73      17.85  

The inception date of the Fund was January 14, 2020. The first day of secondary market trading was January 16, 2020.

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
(04/01/22)
 
 
 
      

Ending
Account Value
(09/30/22)
 
 
 
      

Expenses
Paid During
the Period
 
 
(a) 
           

Beginning
Account Value
(04/01/22)
 
 
 
      

Ending
Account Value
(09/30/22)
 
 
 
      

Expenses
Paid During
the Period
 
 
(a) 
      

Annualized
Expense
Ratio
 
 
 
$ 1,000.00        $ 790.00        $ 1.12             $ 1,000.00        $ 1,023.81        $ 1.27          0.25

 

  (a) 

Expenses are equal to the annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (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.

 

Portfolio Information

 

SECTOR ALLOCATION  
Sector    

Percent of

Total Investments

 

(a) 

Information Technology

    45.0

Consumer Discretionary

    18.9  

Health Care

    11.6  

Industrials

    7.5  

Financials

    5.1  

Consumer Staples

    4.9  

Materials

    3.6  

Energy

    1.2  

Communication Services

    1.1  

Other (each representing less than 1%)

    1.1  
TEN LARGEST HOLDINGS  
Security    

Percent of

Total Investments

 

(a) 

Apple Inc.

    13.4

Microsoft Corp.

    10.3  

Amazon.com, Inc.

    4.7  

Tesla, Inc.

    2.7  

AbbVie, Inc.

    2.6  

Costco Wholesale Corp.

    2.2  

QUALCOMM, Inc.

    2.2  

Louisiana-Pacific Corp.

    2.0  

MSCI, Inc., Class A

    1.8  

Merck & Co., Inc.

    1.7  

 

(a)

Excludes money market funds.

 

 

 

4  

2 0 2 2    H A R E S    E M I - A N N U A L     E P O R T    T O    H A R E H O L D E R S


Fund Summary as of September 30, 2022    iShares® Factors US Value Style ETF

 

Investment Objective

The iShares Factors USValue Style ETF (the “Fund”) seeks to track the investment results of an index composed of U.S. large- and mid-capitalization stocks with favorable exposure to target style factors subject to constraints, as represented by the Russell US Large Cap Factors Value Style 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  
    

 

 

     

 

 

 
     6-Month Total
Returns
     1 Year      Since
Inception
           1 Year      Since
Inception
 

Fund NAV

    (15.74 )%       (13.08 )%       1.16       (13.08 )%       3.18

Fund Market

    (15.89      (13.21      1.15         (13.21      3.17  

Index

    (15.65      (12.97      1.30               (12.97      3.56  

The inception date of the Fund was January 14, 2020. The first day of secondary market trading was January 16, 2020.

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
(04/01/22)
 
 
 
      

Ending
Account Value
(09/30/22)
 
 
 
      

Expenses
Paid During
the Period
 
 
(a) 
           

Beginning
Account Value
(04/01/22)
 
 
 
      

Ending
Account Value
(09/30/22)
 
 
 
      

Expenses
Paid During
the Period
 
 
(a) 
      

Annualized
Expense
Ratio
 
 
 
$ 1,000.00        $ 842.60        $ 1.16             $ 1,000.00        $ 1,023.81        $ 1.27          0.25

 

  (a) 

Expenses are equal to the annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (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.

 

Portfolio Information

 

SECTOR ALLOCATION  
Sector    

Percent of

Total Investments

 

(a) 

Financials

    22.2

Health Care

    16.7  

Industrials

    10.1  

Information Technology

    10.1  

Consumer Discretionary

    9.5  

Consumer Staples

    9.3  

Energy

    6.0  

Utilities

    4.8  

Communication Services

    4.4  

Materials

    3.9  

Real Estate

    3.0  
TEN LARGEST HOLDINGS  
Security    

Percent of

Total Investments

 

(a) 

Johnson & Johnson

    3.1

Merck & Co., Inc.

    2.2  

Jefferies Financial Group, Inc.

    2.1  

Evercore, Inc., Class A

    2.0  

Verizon Communications, Inc.

    1.8  

Pfizer, Inc.

    1.8  

Hewlett Packard Enterprise Co.

    1.6  

Otis Worldwide Corp.

    1.6  

CVS Health Corp.

    1.5  

Enhabit, Inc.

    1.5  

 

(a)

Excludes money market funds.

 

 

 

U N D    U M M A R Y

  5


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.

 

 

6  

2 0 2 2    H A R E S    E M I - A N N U A L     E P O R T    T O    H A R E H O L D E R S


Schedule of Investments (unaudited)

September 30, 2022

  

iShares® Factors US Growth Style ETF

(Percentages shown are based on Net Assets)

 

Security   Shares     Value  

Common Stocks

 

Air Freight & Logistics — 2.0%  

Expeditors International of Washington, Inc.

    147     $      12,982  

United Parcel Service, Inc., Class B

    267       43,131  
   

 

 

 
   

 

 

 

56,113

 

 

Automobiles — 2.7%  

Tesla, Inc.(a)

    289       76,657  
   

 

 

 
Beverages — 0.1%  

PepsiCo, Inc.

    25       4,081  
   

 

 

 
Biotechnology — 4.3%  

AbbVie, Inc.

    542       72,742  

Amgen, Inc.

    59       13,298  

Moderna, Inc.(a)

    147       17,383  

Vertex Pharmaceuticals, Inc.(a)

    65       18,820  
   

 

 

 
   

 

 

 

122,243

 

 

Building Products — 0.9%  

Carlisle Cos., Inc.

    5       1,402  

Masco Corp.

    306       14,287  

Trex Co., Inc.(a)

    210       9,228  
   

 

 

 
   

 

 

 

24,917

 

 

Capital Markets — 4.4%  

Ameriprise Financial, Inc.

    73       18,392  

Blackstone, Inc., NVS

    103       8,621  

FactSet Research Systems, Inc.

    24       9,603  

MSCI, Inc., Class A

    120       50,615  

Raymond James Financial, Inc.

    377       37,255  
   

 

 

 
   

 

 

 

124,486

 

 

Chemicals — 1.3%  

CF Industries Holdings, Inc.

    161       15,496  

Chemours Co.

    324       7,987  

Mosaic Co.

    184       8,893  

Scotts Miracle-Gro Co., Class A

    102       4,360  
   

 

 

 
   

 

 

 

36,736

 

 

Communications Equipment — 0.5%  

Arista Networks, Inc.(a)

    78       8,806  

Ubiquiti, Inc.

    15       4,403  
   

 

 

 
      13,209  
Containers & Packaging — 0.3%  

Sealed Air Corp.

    202       8,991  
   

 

 

 
Distributors — 0.4%  

Pool Corp.

    32       10,183  
   

 

 

 
Diversified Consumer Services — 0.2%  

H&R Block, Inc.

    143       6,083  
   

 

 

 
Electronic Equipment, Instruments & Components — 1.1%  

Arrow Electronics, Inc.(a)

    221       20,374  

Jabil, Inc.

    56       3,232  

Keysight Technologies, Inc.(a)

    6       944  

Vontier Corp.

    435       7,269  
   

 

 

 
   

 

 

 

31,819

 

 

Entertainment — 0.0%  

Take-Two Interactive Software, Inc.(a)

    7       763  
   

 

 

 
Equity Real Estate Investment Trusts (REITs) — 0.3%  

Public Storage

    29       8,491  

SBA Communications Corp., Class A

    1       285  
   

 

 

 
   

 

 

 

8,776

 

 

Food & Staples Retailing — 2.9%  

BJ’s Wholesale Club Holdings, Inc.(a)

    268       19,513  
Security   Shares     Value  
Food & Staples Retailing (continued)  

Costco Wholesale Corp.

    134     $      63,284  

Grocery Outlet Holding Corp.(a)

    9       300  
   

 

 

 
   

 

 

 

83,097

 

 

Food Products — 1.2%  

Hershey Co.

    161       35,496  
   

 

 

 
Health Care Equipment & Supplies — 0.2%  

IDEXX Laboratories, Inc.(a)

    16       5,213  
   

 

 

 
Health Care Providers & Services — 2.6%  

Chemed Corp.

    40       17,462  

DaVita, Inc.(a)

    84       6,953  

HCA Healthcare, Inc.

    82       15,071  

McKesson Corp.

    31       10,536  

Molina Healthcare, Inc.(a)

    35       11,544  

UnitedHealth Group, Inc.

    24       12,121  
   

 

 

 
   

 

 

 

73,687

 

 

Health Care Technology — 0.0%  

Veeva Systems, Inc., Class A(a)

    7       1,154  
   

 

 

 
Hotels, Restaurants & Leisure — 1.5%  

Airbnb, Inc., Class A(a)

    134       14,075  

Domino’s Pizza, Inc.

    68       21,094  

Yum! Brands, Inc.

    71       7,550  
   

 

 

 
   

 

 

 

42,719

 

 

Household Products — 0.6%  

Procter & Gamble Co.

    124       15,655  
   

 

 

 
Independent Power and Renewable Electricity Producers — 0.8%  

Vistra Corp.

    1,057       22,197  
   

 

 

 
Insurance — 0.8%  

Alleghany Corp.(a)

    3       2,518  

Aon PLC, Class A

    1       268  

Assurant, Inc.

    135       19,611  
   

 

 

 
   

 

 

 

22,397

 

 

Interactive Media & Services — 1.1%  

Alphabet, Inc., Class A(a)

    192       18,365  

Alphabet, Inc., Class C, NVS(a)

    140       13,461  
   

 

 

 
   

 

 

 

31,826

 

 

Internet & Direct Marketing Retail — 5.4%  

Amazon.com, Inc.(a)

    1,195       135,035  

eBay, Inc.

    333       12,258  

Wayfair, Inc., Class A(a)

    222       7,226  
   

 

 

 
   

 

 

 

154,519

 

 

IT Services — 1.3%  

Gartner, Inc.(a)

    1       277  

Mastercard, Inc., Class A

    1       284  

MongoDB, Inc., Class A(a)

    6       1,192  

Paychex, Inc.

    38       4,264  

VeriSign, Inc.(a)(b)

    176       30,571  
   

 

 

 
   

 

 

 

36,588

 

 

Life Sciences Tools & Services — 1.3%  

Danaher Corp.

    2       517  

Maravai LifeSciences Holdings, Inc., Class A(a)

    486       12,407  

Mettler-Toledo International, Inc.(a)

    23       24,935  

Thermo Fisher Scientific, Inc.

    1       507  
   

 

 

 
   

 

 

 

38,366

 

 

Machinery — 0.6%  

AGCO Corp.

    3       289  

 

 

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

  7


Schedule of Investments (unaudited) (continued)

September 30, 2022

  

iShares® Factors US Growth Style ETF

(Percentages shown are based on Net Assets)

 

Security   Shares     Value  
Machinery (continued)  

Allison Transmission Holdings, Inc.

    278     $        9,385  

Otis Worldwide Corp.

    111       7,082  
   

 

 

 
   

 

 

 

16,756

 

 

Multiline Retail — 1.6%  

Dollar General Corp.

    65       15,591  

Target Corp.

    197       29,233  
   

 

 

 
   

 

 

 

44,824

 

 

Oil, Gas & Consumable Fuels — 1.2%  

Devon Energy Corp.

    432       25,976  

PDC Energy, Inc.

    87       5,028  

Range Resources Corp.

    118       2,981  
   

 

 

 
   

 

 

 

33,985

 

 

Paper & Forest Products — 2.0%  

Louisiana-Pacific Corp.

    1,119       57,282  
   

 

 

 
Pharmaceuticals — 3.2%  

Eli Lilly & Co.

    129       41,712  

Merck & Co., Inc.

    570       49,088  
   

 

 

 
   

 

 

 

90,800

 

 

Professional Services — 2.7%  

Booz Allen Hamilton Holding Corp., Class A

    494       45,621  

FTI Consulting, Inc.(a)

    101       16,737  

Robert Half International, Inc.

    207       15,835  
   

 

 

 
   

 

 

 

78,193

 

 

Road & Rail — 0.5%  

Old Dominion Freight Line, Inc.(b)

    57       14,180  
   

 

 

 
Semiconductors & Semiconductor Equipment — 7.0%  

Advanced Micro Devices, Inc.(a)

    62       3,928  

Allegro MicroSystems, Inc.(a)

    639       13,962  

Broadcom, Inc.

    45       19,981  

KLA Corp.

    32       9,684  

Lattice Semiconductor Corp.(a)

    178       8,759  

NVIDIA Corp.

    364       44,186  

QUALCOMM, Inc.

    558       63,043  

Teradyne, Inc.

    94       7,064  

Texas Instruments, Inc.

    182       28,170  
   

 

 

 
   

 

 

 

198,777

 

 

Software — 20.1%  

Adobe, Inc.(a)

    26       7,155  

Aspen Technology, Inc.(a)

    76       18,103  

Atlassian Corp. PLC, Class A(a)

    174       36,643  

Cadence Design Systems, Inc.(a)

    175       28,600  

Citrix Systems, Inc.(a)

    96       9,974  

Crowdstrike Holdings, Inc., Class A(a)

    184       30,325  

Dropbox, Inc., Class A(a)

    213       4,413  

Fair Isaac Corp.(a)

    54       22,249  

Fortinet, Inc.(a)

    628       30,854  

HubSpot, Inc.(a)

    37       9,994  

Intuit, Inc.

    30       11,620  

Manhattan Associates, Inc.(a)

    218       29,001  

Microsoft Corp.

    1,258       292,988  

NortonLifeLock, Inc.

    24       483  

Nutanix, Inc., Class A(a)

    315       6,561  

Oracle Corp.

    224       13,680  
Security   Shares     Value  
Software (continued)  

Palo Alto Networks, Inc.(a)

    12     $        1,966  

Smartsheet, Inc., Class A(a)

    272       9,346  

Synopsys, Inc.(a)

    24       7,332  

Teradata Corp.(a)

    53       1,646  
   

 

 

 
   

 

 

 

572,933

 

 

Specialty Retail — 5.9%  

AutoZone, Inc.(a)

    10       21,419  

Best Buy Co., Inc.

    260       16,468  

Home Depot, Inc.

    118       32,561  

Leslie’s, Inc.(a)

    889       13,077  

Lowe’s Cos., Inc.

    145       27,233  

Tractor Supply Co.

    63       11,711  

Victoria’s Secret & Co.(a)

    534       15,550  

Williams-Sonoma, Inc.

    251       29,580  
   

 

 

 
   

 

 

 

167,599

 

 

Technology Hardware, Storage & Peripherals — 15.1%  

Apple Inc.

    2,773       383,228  

HP, Inc.

    1,397       34,813  

NetApp, Inc.

    202       12,494  
   

 

 

 
   

 

 

 

430,535

 

 

Textiles, Apparel & Luxury Goods — 1.3%  

Deckers Outdoor Corp.(a)

    92       28,760  

Lululemon Athletica, Inc.(a)

    14       3,914  

Nike, Inc., Class B

    36       2,992  
   

 

 

 
   

 

 

 

35,666

 

 

Trading Companies & Distributors — 0.8%  

Watsco, Inc.

    17       4,377  

WESCO International, Inc.(a)

    9       1,074  

WW Grainger, Inc.

    36       17,611  
   

 

 

 
   

 

 

 

23,062

 

 

   

 

 

 

Total Long-Term Investments — 100.2%
(Cost: $3,452,178)

      2,852,563  
   

 

 

 
Short-Term Securities(c)(d)            
Money Market Funds — 1.7%            

BlackRock Cash Funds: Institutional, SL Agency Shares, 3.18%(e)

    45,604       45,618  

BlackRock Cash Funds: Treasury, SL Agency Shares, 2.81%

    3,782       3,782  
   

 

 

 

Total Short-Term Securities — 1.7%
(Cost: $49,400)

      49,400  
   

 

 

 

Total Investments — 101.9%
(Cost: $3,501,578)

      2,901,963  

Liabilities in Excess of Other Assets — (1.9)%

      (53,308
   

 

 

 
Net Assets — 100.0%         $  2,848,655  
   

 

 

 

 

(a)

Non-income producing security.

(b)

All or a portion of this security is on loan.

(c)

Affiliate of the Fund.

(d)

Annualized 7-day yield as of period end.

(e)

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

 

 

8  

2 0 2 2    H A R E S    E M I - A N N U A L     E P O R T    T O    H A R E H O L D E R S


Schedule of Investments (unaudited) (continued)

September 30, 2022

  

iShares® Factors US Growth Style ETF

 

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the six months ended September 30, 2022 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

 

 

 
Affiliated Issuer    Value at
03/31/22
     Purchases
at Cost
     Proceeds
from Sale
     Net
Realized
Gain (Loss)
     Change in
Unrealized
Appreciation
(Depreciation)
     Value at
09/30/22
     Shares
Held at
09/30/22
     Income      Capital
Gain
Distributions
from Underlying
Funds
 

 

 

BlackRock Cash Funds: Institutional, SL Agency Shares

   $ 4,274      $ 41,342 (a)     $      $ 3      $ (1    $ 45,618        45,604      $ 73 (b)     $  

BlackRock Cash Funds: Treasury, SL Agency Shares

            3,782 (a)                             3,782        3,782        16         
           

 

 

    

 

 

    

 

 

       

 

 

    

 

 

 
            $ 3      $ (1    $ 49,400         $ 89      $  
           

 

 

    

 

 

    

 

 

       

 

 

    

 

 

 

 

  (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.

 

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

           

Air Freight & Logistics

   $                 56,113      $                     —      $                     —      $                 56,113  

Automobiles

     76,657                      76,657  

Beverages

     4,081                      4,081  

Biotechnology

     122,243                      122,243  

Building Products

     24,917                      24,917  

Capital Markets

     124,486                      124,486  

Chemicals

     36,736                      36,736  

Communications Equipment

     13,209                      13,209  

Containers & Packaging

     8,991                      8,991  

Distributors

     10,183                      10,183  

Diversified Consumer Services

     6,083                      6,083  

Electronic Equipment, Instruments & Components

     31,819                      31,819  

Entertainment

     763                      763  

Equity Real Estate Investment Trusts (REITs)

     8,776                      8,776  

Food & Staples Retailing

     83,097                      83,097  

Food Products

     35,496                      35,496  

Health Care Equipment & Supplies

     5,213                      5,213  

Health Care Providers & Services

     73,687                      73,687  

Health Care Technology

     1,154                      1,154  

Hotels, Restaurants & Leisure

     42,719                      42,719  

Household Products

     15,655                      15,655  

Independent Power and Renewable Electricity Producers

     22,197                      22,197  

Insurance

     22,397                      22,397  

Interactive Media & Services

     31,826                      31,826  

Internet & Direct Marketing Retail

     154,519                      154,519  

IT Services

     36,588                      36,588  

Life Sciences Tools & Services

     38,366                      38,366  

Machinery

     16,756                      16,756  

Multiline Retail

     44,824                      44,824  

Oil, Gas & Consumable Fuels

     33,985                      33,985  

Paper & Forest Products

     57,282                      57,282  

Pharmaceuticals

     90,800                      90,800  

 

 

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

  9


Schedule of Investments (unaudited) (continued)

September 30, 2022

  

iShares® Factors US Growth Style ETF

 

 

 
     Level 1      Level 2      Level 3      Total  

 

 

Common Stocks (continued)

           

Professional Services

   $                 78,193      $                     —      $                     —      $                 78,193  

Road & Rail

     14,180                      14,180  

Semiconductors & Semiconductor Equipment

     198,777                      198,777  

Software

     562,959        9,974               572,933  

Specialty Retail

     167,599                      167,599  

Technology Hardware, Storage & Peripherals

     430,535                      430,535  

Textiles, Apparel & Luxury Goods

     35,666                      35,666  

Trading Companies & Distributors

     23,062                      23,062  

Short-Term Securities

           

Money Market Funds

     49,400                      49,400  
  

 

 

    

 

 

    

 

 

    

 

 

 
  

 

$

 

2,891,989

 

 

  

 

$

 

9,974

 

 

  

 

$

 

 

 

  

 

$

 

2,901,963

 

 

  

 

 

    

 

 

    

 

 

    

 

 

 

See notes to financial statements.

 

 

10  

2 0 2 2    H A R E S    E M I - A N N U A L     E P O R T    T O    H A R E H O L D E R S


Schedule of Investments (unaudited) 

September 30, 2022

  

iShares® Factors US Value Style ETF

(Percentages shown are based on Net Assets)

 

Security   Shares     Value  

Common Stocks

 

Aerospace & Defense — 0.0%  

Northrop Grumman Corp.

    3     $ 1,411  
   

 

 

 
Air Freight & Logistics — 2.1%  

CH Robinson Worldwide, Inc.

    39       3,756  

Expeditors International of Washington, Inc.

    220       19,428  

FedEx Corp.

    104       15,441  

United Parcel Service, Inc., Class B

    236       38,124  
   

 

 

 
   

 

 

 

     76,749

 

 

Banks — 1.9%  

Citigroup, Inc.

    427       17,793  

JPMorgan Chase & Co.

    113       11,809  

Popular, Inc.

    517       37,255  

Regions Financial Corp.

    45       903  
   

 

 

 
   

 

 

 

67,760

 

 

Biotechnology — 1.7%  

Amgen, Inc.

    70       15,778  

Biogen, Inc.(a)

    12       3,204  

Gilead Sciences, Inc.

    435       26,835  

Moderna, Inc.(a)

    127       15,018  

Vertex Pharmaceuticals, Inc.(a)

    4       1,158  
   

 

 

 
   

 

 

 

61,993

 

 

Building Products — 1.5%  

Lennox International, Inc.

    136       30,283  

Masco Corp.

    475       22,178  
   

 

 

 
   

 

 

 

52,461

 

 

Capital Markets — 10.3%  

Ameriprise Financial, Inc.

    1       252  

Carlyle Group, Inc.

    70       1,809  

Evercore, Inc., Class A

    860       70,735  

Franklin Resources, Inc.

    679       14,612  

Goldman Sachs Group, Inc.

    114       33,408  

Jefferies Financial Group, Inc.

    2,531       74,664  

Lazard Ltd., Class A

    1,685       53,634  

Morgan Stanley

    311       24,572  

MSCI, Inc., Class A

    76       32,056  

Raymond James Financial, Inc.

    306       30,239  

State Street Corp.

    126       7,662  

Stifel Financial Corp.

    128       6,644  

Virtu Financial, Inc., Class A

    1,091       22,660  
   

 

 

 
   

 

 

 

372,947

 

 

Chemicals — 0.5%  

Chemours Co.

    192       4,733  

Huntsman Corp.

    140       3,435  

Scotts Miracle-Gro Co., Class A

    236       10,089  
   

 

 

 
   

 

 

 

18,257

 

 

Commercial Services & Supplies — 0.5%  

Republic Services, Inc.

    126       17,141  
   

 

 

 
Communications Equipment — 1.3%  

Cisco Systems, Inc.

    76       3,040  

Juniper Networks, Inc.

    98       2,560  

Motorola Solutions, Inc.

    119       26,652  

Ubiquiti, Inc.

    51       14,972  
   

 

 

 
   

 

 

 

47,224

 

 

Consumer Finance — 3.2%  

Ally Financial, Inc.

    1,396       38,851  

American Express Co.

    44       5,936  

Capital One Financial Corp.

    176       16,222  

OneMain Holdings, Inc.

    767       22,642  
Security   Shares     Value  
Consumer Finance (continued)            

SLM Corp.

    869     $ 12,157  

Synchrony Financial

    649       18,295  
   

 

 

 
   

 

 

 

114,103

 

 

Containers & Packaging — 1.0%  

Amcor PLC

    1,216       13,048  

Ball Corp.

    149       7,200  

Silgan Holdings, Inc.

    379       15,933  
   

 

 

 
   

 

 

 

     36,181

 

 

Diversified Consumer Services — 0.5%  

H&R Block, Inc.

    317       13,485  

Service Corp. International

    68       3,926  
   

 

 

 
   

 

 

 

17,411

 

 

Diversified Financial Services — 0.8%  

Equitable Holdings, Inc.

    64       1,686  

Voya Financial, Inc.

    422       25,531  
   

 

 

 
   

 

 

 

27,217

 

 

Diversified Telecommunication Services — 2.9%  

AT&T Inc.

    612       9,388  

Lumen Technologies, Inc.

    4,257       30,991  

Verizon Communications, Inc.

    1,727       65,574  
   

 

 

 
   

 

 

 

105,953

 

 

Electric Utilities — 2.5%  

American Electric Power Co., Inc.

    4       346  

Duke Energy Corp.

    91       8,465  

Entergy Corp.

    139       13,987  

Hawaiian Electric Industries, Inc.

    644       22,321  

IDACORP, Inc.

    68       6,733  

NRG Energy, Inc.

    400       15,308  

Pinnacle West Capital Corp.

    160       10,322  

Xcel Energy, Inc.

    171       10,944  
   

 

 

 
   

 

 

 

88,426

 

 

Electrical Equipment — 0.8%  

Acuity Brands, Inc.

    3       472  

nVent Electric PLC

    845       26,711  
   

 

 

 
   

 

 

 

27,183

 

 

Electronic Equipment, Instruments & Components — 0.4%  

Arrow Electronics, Inc.(a)

    2       184  

Avnet, Inc.

    141       5,093  

Jabil, Inc.

    26       1,501  

Vontier Corp.

    387       6,467  
   

 

 

 
   

 

 

 

13,245

 

 

Entertainment — 0.3%  

Activision Blizzard, Inc.

    6       446  

Electronic Arts, Inc.

    52       6,017  

Playtika Holding Corp.(a)(b)

    29       272  

Take-Two Interactive Software, Inc.(a)

    53       5,777  
   

 

 

 
   

 

 

 

12,512

 

 

Equity Real Estate Investment Trusts (REITs) — 3.1%  

Brixmor Property Group, Inc.

    315       5,818  

Equity Residential

    194       13,041  

Healthpeak Properties, Inc.

    414       9,489  

Public Storage(b)

    70       20,497  

SBA Communications Corp., Class A

    88       25,049  

SL Green Realty Corp.

    910       36,545  
   

 

 

 
   

 

 

 

110,439

 

 

Food & Staples Retailing — 4.0%  

Albertsons Cos., Inc., Class A

    1,482       36,843  

BJ’s Wholesale Club Holdings, Inc.(a)

    142       10,339  
   

 

 

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

  11


Schedule of Investments (unaudited) (continued)

September 30, 2022

  

iShares® Factors US Value Style ETF

(Percentages shown are based on Net Assets)

 

Security  

    

Shares

    Value  

Food & Staples Retailing (continued)

 

Kroger Co.

    859     $      37,581  

Walgreens Boots Alliance, Inc.

    207       6,500  

Walmart, Inc.

    412       53,436  
   

 

 

 
   

 

 

 

144,699

 

 

Food Products — 2.4%  

Campbell Soup Co.

    46       2,168  

Flowers Foods, Inc.

    1,673       41,306  

General Mills, Inc.

    3       230  

Hershey Co.

    111       24,472  

J M Smucker Co.

    126       17,314  
   

 

 

 
   

 

 

 

85,490

 

 

Health Care Equipment & Supplies — 0.5%  

Abbott Laboratories

    168       16,256  

DENTSPLY SIRONA, Inc.

    44       1,247  
   

 

 

 
   

 

 

 

17,503

 

 

Health Care Providers & Services — 4.5%  

Chemed Corp.

    26       11,351  

CVS Health Corp.

    585       55,791  

Enhabit, Inc.(a)

    3,827       53,731  

HCA Healthcare, Inc.

    107       19,666  

Henry Schein, Inc.(a)

    4       263  

McKesson Corp.

    35       11,895  

Molina Healthcare, Inc.(a)

    24       7,916  
   

 

 

 
   

 

 

 

160,613

 

 

Hotels, Restaurants & Leisure — 1.7%  

Domino’s Pizza, Inc.

    75       23,265  

McDonald’s Corp.

    29       6,691  

Yum! Brands, Inc.

    306       32,540  
   

 

 

 
   

 

 

 

62,496

 

 

Household Durables — 0.2%            

Newell Brands, Inc.

    601       8,348  
   

 

 

 
Household Products — 1.1%            

Colgate-Palmolive Co.

    145       10,186  

Kimberly-Clark Corp.

    28       3,151  

Procter & Gamble Co.

    219       27,649  
   

 

 

 
   

 

 

 

40,986

 

 

Independent Power and Renewable Electricity Producers — 0.3%  

Vistra Corp.

    461       9,681  
   

 

 

 
Insurance — 6.1%            

Aflac, Inc.

    285       16,017  

Alleghany Corp.(a)

    1       839  

Allstate Corp.

    124       15,442  

American Financial Group, Inc.

    194       23,848  

Aon PLC, Class A

    7       1,875  

Assurant, Inc.

    48       6,973  

Assured Guaranty Ltd.

    378       18,314  

Axis Capital Holdings Ltd.

    208       10,223  

Brighthouse Financial, Inc.(a)

    655       28,440  

Cincinnati Financial Corp.

    57       5,105  

CNA Financial Corp.

    225       8,302  

Everest Re Group Ltd.

    4       1,050  

Fidelity National Financial, Inc.

    263       9,521  

First American Financial Corp.

    32       1,475  

Hanover Insurance Group, Inc.

    28       3,588  

Hartford Financial Services Group, Inc.

    38       2,354  

Loews Corp.

    503       25,070  

MetLife, Inc.

    284       17,262  

Old Republic International Corp.

    115       2,407  

Travelers Cos., Inc.

    19       2,911  
Security  

    

Shares

    Value  

Insurance (continued)

   

Unum Group

    97     $ 3,764  

White Mountains Insurance Group Ltd.

    12            15,636  
   

 

 

 
   

 

 

 

220,416

 

 

Interactive Media & Services — 0.4%  

Meta Platforms, Inc., Class A(a)

    93       12,618  
   

 

 

 
Internet & Direct Marketing Retail — 0.6%  

eBay, Inc.

    511       18,810  

Wayfair, Inc., Class A(a)(b)

    129       4,199  
   

 

 

 
   

 

 

 

23,009

 

 

IT Services — 1.6%  

Akamai Technologies, Inc.(a)(b)

    4       321  

Concentrix Corp.

    20       2,233  

VeriSign, Inc.(a)

    229       39,777  

Western Union Co.

    1,202       16,227  
   

 

 

 
   

 

 

 

58,558

 

 

Leisure Products — 0.3%  

Hasbro, Inc.

    155       10,450  
   

 

 

 
Life Sciences Tools & Services — 1.1%  

Danaher Corp.

    83       21,438  

Thermo Fisher Scientific, Inc.

    37       18,766  
   

 

 

 
   

 

 

 

40,204

 

 

Machinery — 2.7%  

AGCO Corp.

    58       5,578  

Allison Transmission Holdings, Inc.

    622       20,999  

Dover Corp.

    4       466  

Esab Corp.

    423       14,111  

Illinois Tool Works, Inc.

    3       542  

Otis Worldwide Corp.

    886       56,527  

Pentair PLC

    9       366  
   

 

 

 
   

 

 

 

98,589

 

 

Media — 0.8%  

Altice U.S.A., Inc., Class A(a)(b)

    938       5,468  

Comcast Corp., Class A

    532       15,604  

Sirius XM Holdings, Inc.(b)

    1,369       7,817  
   

 

 

 
   

 

 

 

28,889

 

 

Metals & Mining — 1.0%  

Alcoa Corp.

    145       4,881  

Nucor Corp.

    62       6,633  

Reliance Steel & Aluminum Co.

    77       13,429  

Steel Dynamics, Inc.

    148       10,501  
   

 

 

 
   

 

 

 

35,444

 

 

Multiline Retail — 1.5%  

Kohl’s Corp.

    329       8,274  

Macy’s, Inc.

    1,804       28,269  

Target Corp.

    128       18,994  
   

 

 

 
   

 

 

 

55,537

 

 

Multi-Utilities — 2.1%  

Ameren Corp.

    362       29,159  

CMS Energy Corp.

    81       4,718  

Consolidated Edison, Inc.

    201       17,238  

NiSource, Inc.

    275       6,927  

WEC Energy Group, Inc.

    207       18,512  
   

 

 

 
   

 

 

 

76,554

 

 

Oil, Gas & Consumable Fuels — 6.0%  

Antero Midstream Corp.

    4,778       43,862  

APA Corp.

    24       821  

Chesapeake Energy Corp.

    511       48,141  

Chevron Corp.

    111       15,947  

 

 

12  

2 0 2 2    H A R E S    E M I - A N N U A L     E P O R T    T O    H A R E H O L D E R S


Schedule of Investments (unaudited) (continued)

September 30, 2022

  

iShares® Factors US Value Style ETF

(Percentages shown are based on Net Assets)

 

Security   Shares     Value  

Oil, Gas & Consumable Fuels (continued)

 

ConocoPhillips

    156     $      15,965  

Coterra Energy, Inc.

    432       11,284  

Devon Energy Corp.

    460       27,660  

DT Midstream, Inc.

    603       31,290  

Exxon Mobil Corp.

    11       960  

Kinder Morgan, Inc.

    849       14,127  

Marathon Oil Corp.

    60       1,355  

PDC Energy, Inc.

    102       5,895  
   

 

 

 
   

 

 

 

217,307

 

 

Paper & Forest Products — 1.4%  

Louisiana-Pacific Corp.

    1,004       51,395  
   

 

 

 
Pharmaceuticals — 8.9%  

Bristol-Myers Squibb Co.

    586       41,659  

Eli Lilly & Co.

    49       15,844  

Johnson & Johnson

    692       113,045  

Merck & Co., Inc.

    933       80,350  

Organon & Co.

    128       2,995  

Pfizer, Inc.

    1,474       64,502  

Royalty Pharma PLC, Class A

    111       4,460  
   

 

 

 
   

 

 

 

322,855

 

 

Professional Services — 1.3%  

Dun & Bradstreet Holdings, Inc.

    990       12,266  

FTI Consulting, Inc.(a)

    147       24,359  

ManpowerGroup, Inc.

    16       1,035  

Robert Half International, Inc.

    139       10,634  
   

 

 

 
   

 

 

 

48,294

 

 

Road & Rail — 0.9%  

Avis Budget Group, Inc.(a)

    47       6,978  

Schneider National, Inc., Class B

    1,195       24,258  
   

 

 

 
   

 

 

 

31,236

 

 

Semiconductors & Semiconductor Equipment — 1.6%  

Cirrus Logic, Inc.(a)

    141       9,701  

Intel Corp.

    61       1,572  

Qorvo, Inc.(a)

    66       5,241  

Teradyne, Inc.(b)

    8       601  

Texas Instruments, Inc.

    273       42,255  
   

 

 

 
   

 

 

 

59,370

 

 

Software — 2.6%  

Citrix Systems, Inc.(a)

    205       21,299  

Dropbox, Inc., Class A(a)

    403       8,350  

Manhattan Associates, Inc.(a)

    171       22,748  

NortonLifeLock, Inc.

    390       7,855  

Nutanix, Inc., Class A(a)

    466       9,707  

Oracle Corp.

    190       11,603  

Teradata Corp.(a)

    375       11,648  
   

 

 

 
   

 

 

 

93,210

 

 

Specialty Retail — 3.5%  

AutoNation, Inc.(a)

    113       11,511  
Security   Shares     Value  
Specialty Retail (continued)  

AutoZone, Inc.(a)

    2     $ 4,284  

Bath & Body Works, Inc.

    287       9,356  

Best Buy Co., Inc.

    209            13,238  

Dick’s Sporting Goods, Inc.

    143       14,964  

Home Depot, Inc.

    84       23,179  

Leslie’s, Inc.(a)

    639       9,400  

Lowe’s Cos., Inc.

    47       8,827  

Victoria’s Secret & Co.(a)

    441       12,842  

Williams-Sonoma, Inc.

    166       19,563  
   

 

 

 
   

 

 

 

127,164

 

 

Technology Hardware, Storage & Peripherals — 2.6%  

Dell Technologies, Inc., Class C

    42       1,435  

Hewlett Packard Enterprise Co.

    4,925       59,001  

HP, Inc.

    1,302       32,446  
   

 

 

 
   

 

 

 

92,882

 

 

Textiles, Apparel & Luxury Goods — 1.1%  

Carter’s, Inc.

    3       196  

Columbia Sportswear Co.

    242       16,287  

Deckers Outdoor Corp.(a)

    74       23,133  
   

 

 

 
   

 

 

 

39,616

 

 

Tobacco — 1.8%  

Altria Group, Inc.

    509       20,554  

Philip Morris International, Inc.

    534       44,327  
   

 

 

 
   

 

 

 

64,881

 

 

Trading Companies & Distributors — 0.4%  

Watsco, Inc.

    52       13,388  
   

 

 

 

Total Long-Term Investments — 100.3%
(Cost: $4,439,209)

      3,620,295  
   

 

 

 
Short-Term Securities(c)(d)(e)            
Money Market Funds — 1.1%            

BlackRock Cash Funds: Institutional, SL Agency
Shares, 3.18%

    39,517       39,529  
   

 

 

 

Total Short-Term Securities — 1.1%
(Cost: $39,522)

      39,529  
   

 

 

 

Total Investments — 101.4%
(Cost: $4,478,731)

      3,659,824  

Liabilities in Excess of Other Assets — (1.4)%

      (50,502
   

 

 

 
Net Assets — 100.0%         $  3,609,322  
   

 

 

 

 

(a) 

Non-income producing security.

(b) 

All or a portion of this security is on loan.

(c) 

Affiliate of the Fund.

(d) 

Annualized 7-day yield as of period end.

(e) 

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

 

 

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

  13


Schedule of Investments (unaudited) (continued)

September 30, 2022

   iShares® Factors US Value Style ETF

 

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the six months ended September 30, 2022 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

 

                   
Affiliated Issuer   Value at
03/31/22
    Purchases
at Cost
    Proceeds
from Sale
    Net
Realized
Gain (Loss)
    Change in
Unrealized
Appreciation
(Depreciation)
    Value at
09/30/22
    Shares
Held at
09/30/22
    Income     Capital
Gain
Distributions
from Underlying
Funds
 

BlackRock Cash Funds: Institutional, SL Agency Shares

  $   105,560     $     $   (66,077) (a)    $ 56     $ (10   $ 39,529       39,517     $ 312 (b)    $  

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

    10,000             (10,000) (a)                              28        
       

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 
       

 

$

 

56

 

 

 

 

$

 

(10

 

 

 

$

 

39,529

 

 

   

 

$

 

340

 

 

 

 

$

 

 

 

       

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

 

  (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 by the Fund.

 

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

          

Aerospace & Defense

  $                 1,411      $                     —      $                     —      $                 1,411  

Air Freight & Logistics

    76,749                      76,749  

Banks

    67,760                      67,760  

Biotechnology

    61,993                      61,993  

Building Products

    52,461                      52,461  

Capital Markets

    372,947                      372,947  

Chemicals

    18,257                      18,257  

Commercial Services & Supplies

    17,141                      17,141  

Communications Equipment

    47,224                      47,224  

Consumer Finance

    114,103                      114,103  

Containers & Packaging

    36,181                      36,181  

Diversified Consumer Services

    17,411                      17,411  

Diversified Financial Services

    27,217                      27,217  

Diversified Telecommunication Services

    105,953                      105,953  

Electric Utilities

    88,426                      88,426  

Electrical Equipment

    27,183                      27,183  

Electronic Equipment, Instruments & Components

    13,245                      13,245  

Entertainment

    12,512                      12,512  

Equity Real Estate Investment Trusts (REITs)

    110,439                      110,439  

Food & Staples Retailing

    144,699                      144,699  

Food Products

    85,490                      85,490  

Health Care Equipment & Supplies

    17,503                      17,503  

Health Care Providers & Services

    160,613                      160,613  

Hotels, Restaurants & Leisure

    62,496                      62,496  

Household Durables

    8,348                      8,348  

Household Products

    40,986                      40,986  

Independent Power and Renewable Electricity Producers

    9,681                      9,681  

Insurance

    220,416                      220,416  

Interactive Media & Services

    12,618                      12,618  

Internet & Direct Marketing Retail

    23,009                      23,009  

IT Services

    58,558                      58,558  

 

 

14  

2 0 2 2    H A R E S    E M I - A N N U A L     E P O R T    T O    H A R E H O L D E R S


Schedule of Investments (unaudited) (continued)

September 30, 2022

  

iShares® Factors US Value Style ETF

 

 

 
    Level 1      Level 2      Level 3      Total  

 

 

 

Common Stocks (continued)

          

Leisure Products

  $                 10,450      $                     —      $                     —      $                 10,450  

Life Sciences Tools & Services

    40,204                      40,204  

Machinery

    98,589                      98,589  

Media

    28,889                      28,889  

Metals & Mining

    35,444                      35,444  

Multiline Retail

    55,537                      55,537  

Multi-Utilities

    76,554                      76,554  

Oil, Gas & Consumable Fuels

    217,307                      217,307  

Paper & Forest Products

    51,395                      51,395  

Pharmaceuticals

    322,855                      322,855  

Professional Services

    48,294                      48,294  

Road & Rail

    31,236                      31,236  

Semiconductors & Semiconductor Equipment

    59,370                      59,370  

Software

    71,911        21,299               93,210  

Specialty Retail

    127,164                      127,164  

Technology Hardware, Storage & Peripherals

    92,882                      92,882  

Textiles, Apparel & Luxury Goods

    39,616                      39,616  

Tobacco

    64,881                      64,881  

Trading Companies & Distributors

    13,388                      13,388  

Short-Term Securities

          

Money Market Funds

    39,529                      39,529  
 

 

 

    

 

 

    

 

 

    

 

 

 
  $ 3,638,525      $ 21,299      $      $ 3,659,824  
 

 

 

    

 

 

    

 

 

    

 

 

 

See notes to financial statements.

 

 

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

  15


Statements of Assets and Liabilities (unaudited)

September 30, 2022

 

     iShares
Factors US
Growth Style
ETF
    iShares
Factors US
Value Style
ETF
 

ASSETS

   

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

  $ 2,852,563     $ 3,620,295  

Investments, at value — affiliated(c)

    49,400       39,529  

Cash

    84       49,399  

Receivables:

   

Investments sold

    1,605        

Securities lending income — affiliated

    5       7,910  

Dividends — unaffiliated

    1,245       5,713  

Dividends — affiliated

    7       13  
 

 

 

   

 

 

 

Total assets

    2,904,909       3,722,859  
 

 

 

   

 

 

 

LIABILITIES

   

Collateral on securities loaned

    45,650       39,583  

Payables:

   

Investments purchased

    9,973       27,822  

Income dividend distributions

          45,325  

Investment advisory fees

    631       807  
 

 

 

   

 

 

 

Total liabilities

    56,254       113,537  
 

 

 

   

 

 

 

NET ASSETS

  $ 2,848,655     $ 3,609,322  
 

 

 

   

 

 

 

NET ASSETS CONSIST OF:

   

Paid-in capital

  $ 4,708,807     $ 5,003,198  

Accumulated loss

    (1,860,152     (1,393,876
 

 

 

   

 

 

 

NET ASSETS

  $ 2,848,655     $ 3,609,322  
 

 

 

   

 

 

 

NET ASSET VALUE

   

Shares outstanding

    100,000       150,000  
 

 

 

   

 

 

 

Net asset value

  $ 28.49     $ 24.06  
 

 

 

   

 

 

 

Shares authorized

    Unlimited       Unlimited  
 

 

 

   

 

 

 

Par value

    None       None  
 

 

 

   

 

 

 

(a)   Investments, at cost — unaffiliated

  $ 3,452,178     $ 4,439,209  

(b)   Securities loaned, at value

  $ 43,981     $ 38,450  

(c)   Investments, at cost — affiliated

  $ 49,400     $ 39,522  

See notes to financial statements.

 

 

16  

2 0 2 2    H A R E S    E M I - A N N U A L     E P O R T    T O    H A R E H O L D E R S


Statements of Operations (unaudited)

Six Months Ended September 30, 2022

 

     iShares
Factors US
Growth Style
ETF
    iShares
Factors US
Value Style
ETF
 

INVESTMENT INCOME

   

Dividends — unaffiliated

  $ 24,301     $ 88,362  

Dividends — affiliated

    16       28  

Securities lending income — affiliated — net

    73       312  

Foreign taxes withheld

          (76
 

 

 

   

 

 

 

Total investment income

    24,390       88,626  
 

 

 

   

 

 

 

EXPENSES

   

Investment advisory

    4,778       7,788  
 

 

 

   

 

 

 

Total expenses

    4,778       7,788  
 

 

 

   

 

 

 

Net investment income

    19,612       80,838  
 

 

 

   

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS)

   

Net realized gain (loss) from:

   

Investments — unaffiliated

    (240,564     (511,146

Investments — affiliated

    3       56  

In-kind redemptions — unaffiliated(a)

    (332,876     307,154  
 

 

 

   

 

 

 
    (573,437     (203,936
 

 

 

   

 

 

 

Net change in unrealized appreciation (depreciation) on:

   

Investments — unaffiliated

    (394,739     (576,945

Investments — affiliated

    (1     (10
 

 

 

   

 

 

 
    (394,740     (576,955
 

 

 

   

 

 

 

Net realized and unrealized loss

    (968,177     (780,891
 

 

 

   

 

 

 

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS

  $ (948,565   $ (700,053
 

 

 

   

 

 

 

 

(a) 

See Note 2 of the Notes to Financial Statements.

See notes to financial statements.

 

 

I N A N C I A L    T A T E M E N T  S

  17


Statements of Changes in Net Assets

 

   

  iShares Factors US Growth Style ETF  

         

   iShares Factors US Value Style ETF   

 
    

Six Months Ended

09/30/22

(unaudited)

    Year Ended
03/31/22
           Six Months Ended
09/30/22
(unaudited)
    Year Ended
03/31/22
 

INCREASE (DECREASE) IN NET ASSETS

         

OPERATIONS

         

Net investment income

  $ 19,612     $ 36,997       $ 80,838     $ 175,589  

Net realized gain (loss)

    (573,437     1,652,570         (203,936     2,079,050  

Net change in unrealized appreciation (depreciation)

    (394,740     (1,206,725       (576,955     (1,743,608
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from operations

    (948,565     482,842         (700,053     511,031  
 

 

 

   

 

 

     

 

 

   

 

 

 

DISTRIBUTIONS TO SHAREHOLDERS(a)

         

Decrease in net assets resulting from distributions to shareholders

    (19,169     (43,421       (78,215     (173,963
 

 

 

   

 

 

     

 

 

   

 

 

 

CAPITAL SHARE TRANSACTIONS

         

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

    (1,642,579     167,748         (2,875,405     62,505  
 

 

 

   

 

 

     

 

 

   

 

 

 

NET ASSETS

         

Total increase (decrease) in net assets

    (2,610,313     607,169         (3,653,673     399,573  

Beginning of period

    5,458,968       4,851,799         7,262,995       6,863,422  
 

 

 

   

 

 

     

 

 

   

 

 

 

End of period

  $ 2,848,655     $       5,458,968       $ 3,609,322     $       7,262,995  
 

 

 

   

 

 

     

 

 

   

 

 

 

 

(a)

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

See notes to financial statements.

 

 

18  

2 0 2 2    H A R E S    E M I - A N N U A L     E P O R T    T O    H A R E H O L D E R S


Financial Highlights  

(For a share outstanding throughout each period)

 

    iShares Factors US Growth Style ETF  
     

Six Months Ended
09/30/22
(unaudited)
 
 
 
   
Year Ended
03/31/22
 
 
   
Year Ended
03/31/21
 
 
   

Period from
01/14/20

to 03/31/20

 
(a)  

 

Net asset value, beginning of period

  $ 36.39     $ 32.35     $ 20.27     $ 24.96  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income(b)

    0.17       0.24       0.25       0.06  

Net realized and unrealized gain (loss)(c)

    (7.79     4.06       12.08       (4.69
 

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) from investment operations

    (7.62     4.30       12.33       (4.63
 

 

 

   

 

 

   

 

 

   

 

 

 

Distributions(d)

       

From net investment income

    (0.28     (0.26     (0.25     (0.06

Return of capital

                      (0.00 )(e)  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

    (0.28     (0.26     (0.25     (0.06
 

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 28.49     $ 36.39     $ 32.35     $ 20.27  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Return(f)

       

Based on net asset value

    (21.00 )%(g)      13.28     61.00     (18.54 )%(g)  
 

 

 

   

 

 

   

 

 

   

 

 

 

Ratios to Average Net Assets(h)

       

Total expenses

    0.25 %(i)       0.25     0.25     0.25 %(i)  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

    1.03 %(i)       0.66     0.88     1.20 %(i)  
 

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental Data

       

Net assets, end of period (000)

  $ 2,849     $ 5,459     $ 4,852     $ 4,054  
 

 

 

   

 

 

   

 

 

   

 

 

 

Portfolio turnover rate(j)

    38     111     103     13
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Commencement of operations.

(b)

Based on average shares outstanding.

(c)

The amounts reported for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period due to the timing of capital share transactions in relation to the fluctuating market values of the Fund’s underlying securities.

(d)

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

(e)

Rounds to less than $0.01.

(f)

Where applicable, assumes the reinvestment of distributions.

(g)

Not annualized.

(h) 

Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

(i) 

Annualized.

(j)

Portfolio turnover rate excludes in-kind transactions.

See notes to financial statements.

 

 

I N A N C I A L    I G H L I G H T  S

  19


Financial Highlights  

(For a share outstanding throughout each period)

 

    iShares Factors US Value Style ETF  
   

Six Months Ended
09/30/22

(unaudited

 
 

   
Year Ended
03/31/22
 
 
   
Year Ended
03/31/21
 
 
   

Period from

01/14/20

to 03/31/20

 

(a)  

 

   

Net asset value, beginning of period

  $               29.05     $ 27.45     $ 17.46     $ 25.09  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income(b)

    0.36       0.69       0.51       0.15  

Net realized and unrealized gain (loss)(c)

    (4.92     1.58       10.06       (7.65
 

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) from investment operations

    (4.56     2.27       10.57       (7.50
 

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income(d)

    (0.43     (0.67     (0.58     (0.13
 

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 24.06     $ 29.05     $ 27.45     $ 17.46  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Return(e)

       

Based on net asset value

    (15.74 )%(f)      8.28     61.25     (29.87 )%(f)  
 

 

 

   

 

 

   

 

 

   

 

 

 

Ratios to Average Net Assets(g)

       

Total expenses

    0.25 %(h)       0.25     0.25     0.25 %(h)  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

    2.60 %(h)       2.37     2.29     3.09 %(h)  
 

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental Data

       

Net assets, end of period (000)

  $ 3,609     $ 7,263     $ 6,863     $ 3,492  
 

 

 

   

 

 

   

 

 

   

 

 

 

Portfolio turnover rate(i)

    61     104     148     16
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Commencement of operations.

(b)

Based on average shares outstanding.

(c)

The amounts reported for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period due to the timing of capital share transactions in relation to the fluctuating market values of the Fund’s underlying securities.

(d) 

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

(e)

Where applicable, assumes the reinvestment of distributions.

(f)

Not annualized.

(g)

Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

(h)

Annualized.

(i) 

Portfolio turnover rate excludes in-kind transactions.

See notes to financial statements.

 

 

20  

2 0 2 2    H A R E S    E M I - A N N U A L     E P O R T    T O    H A R E H O L D E R S


Notes to Financial Statements (unaudited) 

 

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

Factors US Growth Style

  Non-Diversified

Factors US Value Style

  Non-Diversified

 

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 dates may have passed are subsequently recorded when the Fund is informed of the ex-dividend dates. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Upon notification from issuers or as estimated by management, a portion of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain.

Foreign Taxes: The Funds may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, capital gains on investments, or certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdiction 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 September 30, 2022, if any, are disclosed in the Statements of Assets and Liabilities.

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

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

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

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

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

 

3.

INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: Each Fund’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Fund’s listing exchange is open and, for financial reporting purposes, as of the report date. U.S. GAAP defines fair value as the price a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Board of Trustees of the Trust (the “Board”) of each Fund has approved the designation of BlackRock Fund Advisors (“BFA”), the Fund’s 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.

 

 

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

  21


Notes to Financial Statements (unaudited) (continued)

 

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

 

   

Equity investments traded on a recognized securities exchange are valued at that day’s official closing price, as applicable, on the exchange where the stock is primarily traded. Equity investments traded on a recognized exchange for which there were no sales on that day are valued at the last traded price.

 

   

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

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

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

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

 

   

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

 

   

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

 

   

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

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

 

4.

SECURITIES AND OTHER INVESTMENTS

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

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

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

 

 

22  

2 0 2 2    H A R E S    E M I - A N N U A L     E P O R T    T O    H A R E H O L D E R S


Notes to Financial Statements (unaudited) (continued)

 

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
 
 

Factors US Growth Style

         

Citigroup Global Markets, Inc.

   $ 13,931      $ (13,931   $     $  

Jefferies LLC

     30,050        (30,050            
  

 

 

    

 

 

   

 

 

   

 

 

 
   $ 43,981      $ (43,981   $     $  
  

 

 

    

 

 

   

 

 

   

 

 

 

Factors US Value Style

         

Barclays Bank PLC

   $ 4,069      $ (4,069   $     $  

Citigroup Global Markets, Inc.

     20,445        (20,445            

J.P. Morgan Securities LLC

     896        (896            

Jefferies LLC

     920        (920            

Morgan Stanley

     11,857        (11,857            

Nomura Securities International, Inc.

     263        (263            
  

 

 

    

 

 

   

 

 

   

 

 

 
   $ 38,450      $ (38,450   $     $  
  

 

 

    

 

 

   

 

 

   

 

 

 

 

  (a)

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

 

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

 

5.

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  

Factors US Growth Style

     0.25

Factors US Value Style

     0.25  

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

ETF Servicing Fees: Each Fund has entered into an ETF Services Agreement with BRIL to perform certain order processing, Authorized Participant communications, and related services in connection with the issuance and redemption of Creation Units (“ETF Services”). BRIL is entitled to a transaction fee from Authorized Participants on each creation or redemption order for the ETF Services provided. Each Fund does not pay BRIL for ETF Services.

Prior to April 25, 2022, ETF Services were performed by State Street Bank and Trust Company.

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

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

Pursuant to the current securities lending agreement, each Fund retains 81% of securities lending income (which excludes collateral investment fees) and the amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

 

 

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

  23


Notes to Financial Statements (unaudited) (continued)

 

In addition, commencing the business day following the date that the aggregate securities lending income plus the collateral investment fees generated across all 1940 Act iShares exchange-traded funds (the “iShares ETF Complex”) in that calendar year exceeds a specified threshold, each Fund, pursuant to the securities lending agreement, will retain for the remainder of that calendar year 81% of securities lending income (which excludes collateral investment fees), and the amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

The share of securities lending income earned by each Fund is shown as securities lending income - affiliated - net in its Statements of Operations. For the six months ended September 30, 2022, the Funds paid BTC the following amounts for securities lending agent services:

 

   
iShares ETF    Amounts  

Factors US Growth Style

   $ 24  

Factors US Value Style

     84  

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 six months ended September 30, 2022, 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)
 

Factors US Value Style

  $ 404,431      $  528,396      $ (69,675

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.

 

6.

PURCHASES AND SALES

For the six months ended September 30, 2022, purchases and sales of investments, excluding short-term securities and in-kind transactions, were as follows:

 

     
iShares ETF   Purchases      Sales  

Factors US Growth Style

  $  1,476,426      $  1,506,726  

Factors US Value Style

    3,714,678        3,693,804  

For the six months ended September 30, 2022, in-kind transactions were as follows:

 

     
iShares ETF   In-kind
Purchases
     In-kind
Sales
 

Factors US Growth Style

  $  6,585,576      $  8,183,597  

Factors US Value Style

    1,437,530        4,300,029  

 

7.

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 September 30, 2022, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Funds’ financial statements.

As of September 30, 2022, gross unrealized appreciation and depreciation based on cost of investments (including short positions and derivatives, if any) for U.S. federal income tax purposes were as follows:

 

         
iShares ETF   Tax Cost     Gross Unrealized
Appreciation
    Gross Unrealized
Depreciation
    Net Unrealized
Appreciation
(Depreciation)
 

Factors US Growth Style

  $   4,047,884     $ 6,125     $ (1,152,046   $ (1,145,921

Factors US Value Style

    4,712,094       34,833       (1,087,103     (1,052,270

 

 

24  

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Notes to Financial Statements (unaudited) (continued)

 

8.

PRINCIPAL RISKS

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

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

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

Market Risk: An outbreak of respiratory disease caused by a novel coronavirus has developed into a global pandemic and has resulted in closing borders, quarantines, disruptions to supply chains and customer activity, as well as general concern and uncertainty. The impact of this pandemic, and other global health crises that may arise in the future, could affect the economies of many nations, individual companies and the market in general in ways that cannot necessarily be foreseen at the present time. This pandemic may result in substantial market volatility and may adversely impact the prices and liquidity of a fund’s investments. Although vaccines have been developed and approved for use by various governments, the duration of this pandemic and its effects cannot be determined with certainty.

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

Counterparty Credit Risk: The Funds may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions, including making timely interest and/or principal payments or otherwise honoring its obligations. The Funds manage counterparty credit risk by entering into transactions only with counterparties that 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.

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

The Funds invest a significant portion of their assets in securities within a single or limited number of market sectors. When a Fund concentrates its investments in this manner, it assumes the risk that economic, regulatory, political and social conditions affecting such sectors may have a significant impact on the fund and could affect the income from, or the value or liquidity of, the fund’s portfolio. Investment percentages in specific sectors are presented in the Schedule of Investments.

Significant Shareholder Redemption Risk: Certain shareholders may own or manage a substantial amount of fund shares and/or hold their fund investments for a limited period of time. Large redemptions of fund shares by these shareholders may force a fund to sell portfolio securities, which may negatively impact the fund’s NAV, increase the fund’s brokerage costs, and/or accelerate the realization of taxable income/gains and cause the fund to make additional taxable distributions to shareholders.

LIBOR Transition Risk: The United Kingdom’s Financial Conduct Authority announced a phase out of the London Interbank Offered Rate (“LIBOR”). Although many LIBOR rates ceased to be published or no longer are representative of the underlying market they seek to measure after December 31, 2021, a selection of widely used USD LIBOR rates will continue to be published through June 2023 in order to assist with the transition. The Funds may be exposed to financial instruments tied to LIBOR to determine payment obligations, financing terms, hedging strategies or investment value. The transition process away from LIBOR might lead to increased volatility and illiquidity in markets for, and reduce the effectiveness of new hedges placed against, instruments whose terms currently include LIBOR. The ultimate effect of the LIBOR transition process on the Funds is uncertain.

 

9.

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.

 

 

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  25


Notes to Financial Statements (unaudited) (continued)

 

Transactions in capital shares were as follows:

 

     
    Six Months Ended
09/30/22
    Year Ended
03/31/22
 
iShares ETF   Shares     Amount     Shares     Amount  

Factors US Growth Style

       

Shares sold

    200,000     $     6,596,262       450,000     $ 16,814,770  

Shares redeemed

    (250,000     (8,238,841     (450,000         (16,647,022
 

 

 

   

 

 

   

 

 

   

 

 

 
    (50,000   $ (1,642,579         $ 167,748  
 

 

 

   

 

 

   

 

 

   

 

 

 

Factors US Value Style

       

Shares sold

    50,000     $ 1,458,535       450,000     $ 13,270,839  

Shares redeemed

    (150,000     (4,333,940     (450,000     (13,208,334
 

 

 

   

 

 

   

 

 

   

 

 

 
    (100,000   $ (2,875,405         $ 62,505  
 

 

 

   

 

 

   

 

 

   

 

 

 

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

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

10. SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were available to be issued and has determined that there were no subsequent events requiring adjustment or additional disclosure in the financial statements.

 

 

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Board Review and Approval of Investment Advisory Contract

 

iShares Factors US Growth Style ETF (the “Fund”)

Under Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), the Trust’s Board of Trustees (the “Board”), including a majority of Board Members who are not “interested persons” of the Trust (as that term is defined in the 1940 Act) (the “Independent Board Members”), is required annually to consider and approve the Investment Advisory Agreement between the Trust and BFA (the “Advisory Agreement”) on behalf of the Fund. The Board’s consideration entails a year-long process whereby the Board and its committees (composed solely of Independent Board Members) assess BlackRock’s services to the Fund, including investment management; fund accounting; administrative and shareholder services; oversight of the Fund’s service providers; risk management and oversight; legal and compliance services; and ability to meet applicable legal and regulatory requirements. The Independent Board Members requested, and BFA provided, such information as the Independent Board Members, with advice from independent counsel, deemed reasonably necessary to evaluate the Advisory Agreement. At meetings on May 3, 2022 and May 18, 2022, a committee composed of all of the Independent Board Members (the “15(c) Committee”), with independent counsel, met with management and reviewed and discussed information provided in response to initial requests of the 15(c) Committee and/or its independent counsel, and requested certain additional information, which management agreed to provide. At a meeting held on June 13-15, 2022, the Board, including the Independent Board Members, reviewed the additional information provided by management in response to these requests.

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

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

In addition, to the extent that any of the comparison funds included in the Peer Group, excluding iShares funds, track the same index as the Fund, Broadridge also provided, and the Board reviewed, a comparison of the Fund’s performance for the one-year, three-year, five-year, ten-year, and since inception periods, as applicable, and for the quarter ended December 31, 2021, to that of such relevant comparison fund(s) for the same periods. The Board noted that the Fund seeks to track its specified underlying index and that, during the year, the Board received periodic reports on the Fund’s short- and longer-term performance in comparison with its underlying index. Such periodic comparative performance information, including additional detailed information as requested by the Board, was also considered. The Board noted that the Fund generally performed in line with its underlying index over the relevant periods.

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

Nature, Extent and Quality of Services Provided: Based on management’s representations, including information about recent enhancements and initiatives with respect to the iShares business, including with respect to capital markets support and analysis, technology, portfolio management, product design and quality, compliance and risk management, global public policy and other services, the Board expected that there would be no diminution in the scope of services required of or provided by BFA under the Advisory Agreement for the coming year as compared with the scope of services provided by BFA during prior years. In reviewing the scope of these services, the Board considered BFA’s investment philosophy and experience, noting that BFA and its affiliates have committed significant resources over time, including during the past year, to support the iShares funds and their shareholders and have made significant investments into the iShares business. The Board also considered BFA’s compliance program and its compliance record with respect to the Fund. In that regard, the Board noted that BFA reports to the Board about portfolio management and compliance matters on a periodic basis in connection with regularly scheduled meetings of the Board, and on other occasions as necessary and appropriate, and has provided information and made relevant officers and other employees of BFA (and its affiliates) available as needed to provide further assistance with these matters. The Board also reviewed the background and experience of the persons responsible for the day-to-day management of the Fund, as well as the resources available to them in managing the Fund. In addition to the above considerations, the Board reviewed and considered detailed presentations regarding BFA’s investment performance, investment and risk management processes and strategies, provided at the May 3, 2022 meeting and throughout the year, and matters related to BFA’s portfolio compliance program.

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

Costs of Services Provided to the Fund and Profits Realized by BFA and its Affiliates: The Board reviewed information about the estimated profitability to BlackRock in managing the Fund, based on the fees payable to BFA and its affiliates (including fees under the Advisory Agreement), and other sources of revenue and expense to BFA and its affiliates from the Fund’s operations for the last calendar year. The Board reviewed BlackRock’s methodology for calculating estimated profitability of the iShares funds, noting that the 15(c) Committee and the Board had focused on the methodology and profitability presentation. The Board recognized that profitability may be affected by numerous factors, including, among other things, fee waivers by BFA, the types of funds managed, expense allocations and business mix. The Board thus recognized that calculating and comparing profitability at individual fund levels is challenging. The Board discussed with management the sources of direct and ancillary revenue, including the

 

 

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

  27


Board Review and Approval of Investment Advisory Contract (continued)

 

revenues to BTC, a BlackRock affiliate, from securities lending by the Fund. The Board also discussed BFA’s estimated profit margin as reflected in the Fund’s profitability analysis and reviewed information regarding potential economies of scale (as discussed below).

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

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

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

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

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

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

Other Benefits to BFA and/or its Affiliates: The Board reviewed other benefits or ancillary revenue received by BFA and/or its affiliates in connection with the services provided to the Fund by BFA, both direct and indirect, including, but not limited to, payment of revenue to BTC, the Fund’s securities lending agent, for loaning portfolio securities (which was included in the profit margins reviewed by the Board pursuant to BFA’s estimated profitability methodology), payment of advisory fees or other fees to BFA (or its affiliates) in connection with any investments by the Fund in other funds for which BFA (or its affiliates) provides investment advisory services or other services, and BlackRock’s profile in the investment community. The Board also noted the revenue received by BFA and/or its affiliates pursuant to an agreement that permits a service provider to use certain portions of BlackRock’s technology platform to service accounts managed by BFA and/or its affiliates, including the iShares funds. The Board noted that BFA generally does not use soft dollars or consider the value of research or other services that may be provided to BFA (including its affiliates) in selecting brokers for portfolio transactions for the Fund. The Board concluded that any such ancillary benefits would not be disadvantageous to the Fund ad thus would not alter the Board’s conclusion with respect to the appropriateness of approving the continuance of the Advisory Agreement for the coming year.

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

iShares Factors US Value Style ETF (the “Fund”)

Under Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), the Trust’s Board of Trustees (the “Board”), including a majority of Board Members who are not “interested persons” of the Trust (as that term is defined in the 1940 Act) (the “Independent Board Members”), is required annually to consider and approve the Investment Advisory Agreement between the Trust and BFA (the “Advisory Agreement”) on behalf of the Fund. The Board’s consideration entails a year-long process whereby the Board and its committees (composed solely of Independent Board Members) assess BlackRock’s services to the Fund, including investment management; fund accounting; administrative and shareholder services; oversight of the Fund’s service providers; risk management and oversight; legal and compliance services; and ability to meet applicable legal and regulatory requirements. The Independent Board Members requested, and BFA provided, such information as the Independent Board Members, with advice from independent counsel, deemed reasonably necessary to evaluate the Advisory Agreement. At meetings on May 3, 2022 and May 18, 2022, a committee composed of all of the Independent Board Members (the “15(c) Committee”), with independent counsel, met with management and reviewed and discussed information provided in

 

 

28  

2 0 2 2    H A R E S    E M I - A N N U A L     E P O R T    T O    H A R E H O L D E R S


Board Review and Approval of Investment Advisory Contract (continued)

 

response to initial requests of the 15(c) Committee and/or its independent counsel, and requested certain additional information, which management agreed to provide. At a meeting held on June 13-15, 2022, the Board, including the Independent Board Members, reviewed the additional information provided by management in response to these requests.

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

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

In addition, to the extent that any of the comparison funds included in the Peer Group, excluding iShares funds, track the same index as the Fund, Broadridge also provided, and the Board reviewed, a comparison of the Fund’s performance for the one-year, three-year, five-year, ten-year, and since inception periods, as applicable, and for the quarter ended December 31, 2021, to that of such relevant comparison fund(s) for the same periods. The Board noted that the Fund seeks to track its specified underlying index and that, during the year, the Board received periodic reports on the Fund’s short- and longer-term performance in comparison with its underlying index. Such periodic comparative performance information, including additional detailed information as requested by the Board, was also considered. The Board noted that the Fund generally performed in line with its underlying index over the relevant periods.

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

Nature, Extent and Quality of Services Provided: Based on management’s representations, including information about recent enhancements and initiatives with respect to the iShares business, including with respect to capital markets support and analysis, technology, portfolio management, product design and quality, compliance and risk management, global public policy and other services, the Board expected that there would be no diminution in the scope of services required of or provided by BFA under the Advisory Agreement for the coming year as compared with the scope of services provided by BFA during prior years. In reviewing the scope of these services, the Board considered BFA’s investment philosophy and experience, noting that BFA and its affiliates have committed significant resources over time, including during the past year, to support the iShares funds and their shareholders and have made significant investments into the iShares business. The Board also considered BFA’s compliance program and its compliance record with respect to the Fund. In that regard, the Board noted that BFA reports to the Board about portfolio management and compliance matters on a periodic basis in connection with regularly scheduled meetings of the Board, and on other occasions as necessary and appropriate, and has provided information and made relevant officers and other employees of BFA (and its affiliates) available as needed to provide further assistance with these matters. The Board also reviewed the background and experience of the persons responsible for the day-to-day management of the Fund, as well as the resources available to them in managing the Fund. In addition to the above considerations, the Board reviewed and considered detailed presentations regarding BFA’s investment performance, investment and risk management processes and strategies, provided at the May 3, 2022 meeting and throughout the year, and matters related to BFA’s portfolio compliance program.

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

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

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

Economies of Scale: The Board reviewed information and considered the extent to which economies of scale might be realized as the assets of the Fund increase, noting that the issue of potential economies of scale had been focused on by the 15(c) Committee and the Board during their meetings and addressed by management. The 15(c) Committee and the Board received information regarding BlackRock’s historical estimated profitability, including BFA’s and its affiliates’ estimated costs in providing services. The estimated cost information distinguished, among other things, between fixed and variable costs, and showed how the level and nature of fixed and variable costs may

 

 

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

  29


Board Review and Approval of Investment Advisory Contract (continued)

 

impact the existence or size of scale benefits, with the Board recognizing that potential economies of scale are difficult to measure. The 15(c) Committee and the Board reviewed information provided by BFA regarding the sharing of scale benefits with the iShares funds through various means, including, as applicable, through relatively low fee rates established at inception, breakpoints, waivers, or other fee reductions, as well as through additional investment in the iShares business and the provision of improved or additional infrastructure and services to the iShares funds and their shareholders. The Board noted that the Advisory Agreement for the Fund did not provide for breakpoints in the Fund’s investment advisory fee rate as the assets of the Fund increase. However, the Board noted that it would continue to assess the appropriateness of adding breakpoints in the future.

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

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

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

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

Other Benefits to BFA and/or its Affiliates: The Board reviewed other benefits or ancillary revenue received by BFA and/or its affiliates in connection with the services provided to the Fund by BFA, both direct and indirect, including, but not limited to, payment of revenue to BTC, the Fund’s securities lending agent, for loaning portfolio securities (which was included in the profit margins reviewed by the Board pursuant to BFA’s estimated profitability methodology), payment of advisory fees or other fees to BFA (or its affiliates) in connection with any investments by the Fund in other funds for which BFA (or its affiliates) provides investment advisory services or other services, and BlackRock’s profile in the investment community. The Board also noted the revenue received by BFA and/or its affiliates pursuant to an agreement that permits a service provider to use certain portions of BlackRock’s technology platform to service accounts managed by BFA and/or its affiliates, including the iShares funds. The Board noted that BFA generally does not use soft dollars or consider the value of research or other services that may be provided to BFA (including its affiliates) in selecting brokers for portfolio transactions for the Fund. The Board concluded that any such ancillary benefits would not be disadvantageous to the Fund and thus would not alter the Board’s conclusion with respect to the appropriateness of approving the continuance of the Advisory Agreement for the coming year.

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

 

 

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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.

 

 

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Glossary of Terms Used in this Report

 

Portfolio Abbreviation

 

NVS    Non-Voting Shares

 

 

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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 FTSE Russell, nor does this company make any representation regarding the advisability of investing in the iShares Funds. BlackRock is not affiliated with the company listed above.

©2022 BlackRock, Inc. All rights reserved. iSHARES and BLACKROCK are registered trademarks of BlackRock, Inc. or its subsidiaries. All other marks are the property of their respective owners.

iS-SAR-314-0922

 

 

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