UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22649
iShares U.S. ETF Trust
(Exact name of Registrant as specified in charter)
c/o: State Street Bank and Trust Company
1 Iron Street, Boston, MA 02210
(Address of principal executive offices) (Zip code)
The Corporation Trust Company
1209 Orange Street, Wilmington, DE 19801
(Name and address of agent for service)
Registrant’s telephone number, including area code: 415-670-2000
Date of fiscal year end: July 31, 2014
Date of reporting period: July 31, 2014
Item 1. Reports to Stockholders.
JULY 31, 2014
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2014 ANNUAL REPORT | | | |  |
iShares U.S. ETF Trust
Ø | | iShares Enhanced International Large-Cap ETF | IEIL | NYSE Arca |
Ø | | iShares Enhanced International Small-Cap ETF | IEIS | NYSE Arca |
Ø | | iShares Enhanced U.S. Large-Cap ETF | IELG | NYSE Arca |
Ø | | iShares Enhanced U.S. Small-Cap ETF | IESM | NYSE Arca |
Table of Contents
Management’s Discussion of Fund Performance
iSHARES® U.S. ETF TRUST
GLOBAL MARKET OVERVIEW
Global stocks gained approximately 16% for the 12-month period ended July 31, 2014 (the “reporting period”). The global equity markets generally benefited from significant liquidity as many central banks around the world maintained or expanded their accommodative monetary policies in an effort to stimulate economic activity. These efforts began to have a positive impact during the reporting period as improving economic conditions in many regions of the world provided a favorable backdrop for global stock market performance.
Although global stocks advanced steadily throughout the reporting period, they experienced some volatility along the way. The global equity markets began the reporting period on a down note, declining in the first two months amid unrest in the Middle East and signs of weaker economic growth worldwide. Global stocks rebounded throughout the fourth quarter of 2013 and into the new year, when a spate of weaker economic data led to a sharp correction in global stocks during the last half of January 2014. However, the disappointing economic news was attributed largely to severe winter weather in the Northern Hemisphere, and the global equity markets recovered to post solid gains over the last half of the reporting period.
Equity market performance was similar across most regions of the world. In the U.S., stocks advanced by about 17% for the reporting period. The U.S. economy grew at an uneven but moderate rate, led by improving job growth (the unemployment rate fell to as low as 6.1%, its lowest level since September 2008, before finishing the reporting period at 6.2%) and a continued recovery in the housing market. The U.S. Federal Reserve Bank (the “Fed”) expressed its confidence in the economy’s resilience by tapering its quantitative easing activity beginning in January 2014. The Fed reduced its government bond purchases from $85 billion per month in 2013 to $35 billion per month as of the end of the reporting period.
European stocks generated returns of approximately 16% for the reporting period. Although economic growth remained subdued across the Continent, the weakest European economies showed meaningful signs of stabilization during the reporting period. In particular, many southern European countries reported consecutive quarters of positive growth after several years of recession. Nonetheless, concerns about the possibility of deflation led the European Central Bank to lower short-term interest rates late in the reporting period. From a country perspective, the best-performing markets in Europe included Finland, Denmark, and Spain.
Stocks in the Asia/Pacific region returned approximately 13% for the reporting period. Economic growth in the region diverged as emerging markets generally slowed while more developed economies showed signs of improvement. Japan’s stock market lagged amid concerns about the negative impact of a new consumption tax on the Japanese economy. Stock markets in New Zealand and Australia were among the best performers during the reporting period.
Emerging markets stocks gained about 15% for the reporting period, but experienced significantly greater volatility than stocks in developed markets. Concerns about slowing economic growth in many bellwether emerging economies, including China and Brazil, led to a sharp decline in emerging markets stocks between November 2013 and January 2014. However, stronger demand for exports in developed countries, along with stimulus efforts from central banks, helped fuel a recovery in emerging markets stocks over the last half of the reporting period.
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MANAGEMENT’S DISCUSSIONSOF FUND PERFORMANCE | | | 5 | |
Management’s Discussion of Fund Performance
iSHARES® ENHANCED INTERNATIONAL LARGE-CAP ETF
Performance as of July 31, 2014
| | | | |
| | Cumulative Total Returns | |
| | Since Inception | |
Fund NAV | | | 3.80% | |
Fund Market | | | 3.67% | |
MSCI World ex USA Index | | | 2.30% | |
The inception date of the Fund was 2/25/14. The first day of secondary market trading was 2/27/14.
The MSCI World ex USA Index is an unmanaged broad-based index that measures the performance of the large- and mid-capitalization sectors of developed equity markets, excluding the United States.
For the fiscal period ended 7/31/14, the Fund did not have six months of performance and therefore line graphs are not presented.
Past performance is no guarantee 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” on page 14 for more information.
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Shareholder Expenses | |
Actual | | | Hypothetical 5% Return | | | | |
Beginning Account Value (2/25/14) a | | | Ending Account Value (7/31/14) | | | Expenses Paid During Period b | | | Beginning Account Value (2/1/14) | | | Ending Account Value (7/31/14) | | | Expenses Paid During Period b | | | Annualized Expense Ratio | |
$ | 1,000.00 | | | $ | 1,038.00 | | | $ | 1.52 | | | $ | 1,000.00 | | | $ | 1,023.10 | | | $ | 1.76 | | | | 0.35% | |
a | The beginning of the period (commencement of operations) is February 25, 2014. | |
b | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (156 days for actual and 181 days for hypothetical expenses) and divided by the number of days in the year (365 days). See “Shareholder Expenses” on page 14 for more information. | |
The iShares Enhanced International Large-Cap ETF (the “Fund”) seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its net assets in equity securities of international large-capitalization issuers. The Fund is an actively managed exchange-traded fund that does not seek to replicate the performance of a specified index. For the period from February 25, 2014 (inception date of the Fund) through July 31, 2014 (the “reporting period”), the total return for the Fund was 3.80%, net of fees.
The Fund delivered a positive return for the reporting period and outpaced the MSCI World ex USA Index, which returned 2.30%. The Fund combines the investment characteristics, or factors, of quality, value, and size exposures based on BlackRock insights. Quality is defined as a company that exhibits positive fundamentals, including high cash earnings, low earnings variability and low debt-to-equity ratio, while value refers to companies with lower relative valuations based on measures such as price-to-earnings and price-to-book ratios. Size refers to relative market capitalization and the Fund attempts to invest in stocks with lower relative market capitalizations. Each of the investment characteristics contributed positively to results during the reporting period, with value and quality stocks performing strongly.
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6 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Management’s Discussion of Fund Performance (Continued)
iSHARES® ENHANCED INTERNATIONAL LARGE-CAP ETF
Higher quality stocks, as defined above, performed well relative to lower quality stocks during the reporting period. In addition, the Fund’s exposure to value also contributed to results during the period as the MSCI World ex USA Value Index returned 3.11%, compared with the 1.34% return of the MSCI World ex USA Growth Index. In addition, the Fund was positioned to have less volatility than the broad international indexes, and this lower risk profile had a positive impact on results. During the reporting period large company stocks produced stronger returns than small company stocks within the MSCI World ex USA Index universe, benefiting Fund performance.
PORTFOLIO ALLOCATION
As of 7/31/14
| | |
Sector | | Percentage of Total Investments* |
| | | | |
Financials | | | 22.79 | % |
Energy | | | 15.48 | |
Industrials | | | 12.12 | |
Telecommunication Services | | | 9.83 | |
Health Care | | | 8.66 | |
Materials | | | 7.64 | |
Consumer Staples | | | 7.63 | |
Consumer Discretionary | | | 7.04 | |
Utilities | | | 5.56 | |
Information Technology | | | 3.25 | |
| | | | |
TOTAL | | | 100.00 | % |
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TEN LARGEST COUNTRY ALLOCATIONS
As of 7/31/14
| | |
Country | | Percentage of Total Investments* |
| | | | |
Japan | | | 17.10 | % |
Canada | | | 14.91 | |
United Kingdom | | | 14.44 | |
Switzerland | | | 12.71 | |
Germany | | | 9.27 | |
Denmark | | | 6.11 | |
France | | | 5.24 | |
Norway | | | 4.46 | |
Finland | | | 4.03 | |
Sweden | | | 3.51 | |
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TOTAL | | | 91.78 | % |
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| * | Excludes money market funds. |
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MANAGEMENT’S DISCUSSIONSOF FUND PERFORMANCE | | | 7 | |
Management’s Discussion of Fund Performance
iSHARES® ENHANCED INTERNATIONAL SMALL-CAP ETF
Performance as of July 31, 2014
| | | | |
| | Cumulative Total Returns | |
| | Since Inception | |
Fund NAV | | | 0.18% | |
Fund Market | | | 0.14% | |
MSCI World ex USA Small Cap Index | | | 0.72% | |
The inception date of the Fund was 2/25/14. The first day of secondary market trading was 2/27/14.
The MSCI World ex USA Small Cap Index is an unmanaged broad-based index that measures the performance of the small-capitalization sector of developed equity markets, excluding the United States.
For the fiscal period ended 7/31/14, the Fund did not have six months of performance and therefore line graphs are not presented.
Past performance is no guarantee 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” on page 14 for more information.
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Shareholder Expenses | |
Actual | | | Hypothetical 5% Return | | | | |
Beginning Account Value (2/25/14) a | | | Ending Account Value (7/31/14) | | | Expenses Paid During Period b | | | Beginning Account Value (2/1/14) | | | Ending Account Value (7/31/14) | | | Expenses Paid During Period b | | | Annualized Expense Ratio | |
$ | 1,000.00 | | | $ | 1,001.80 | | | $ | 2.10 | | | $ | 1,000.00 | | | $ | 1,022.40 | | | $ | 2.46 | | | | 0.49% | |
a | The beginning of the period (commencement of operations) is February 25, 2014. | |
b | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (156 days for actual and 181 days for hypothetical expenses) and divided by the number of days in the year (365 days). See “Shareholder Expenses” on page 14 for more information. | |
The iShares Enhanced International Small-Cap ETF (the “Fund”) seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its net assets in equity securities of international small-capitalization issuers. The Fund is an actively managed exchange-traded fund that does not seek to replicate the performance of a specified index. For the period from February 25, 2014 (inception date of the Fund) through July 31, 2014 (the “reporting period”), the total return for the Fund was 0.18%, net of fees.
The Fund delivered a fractionally positive return for the reporting period and trailed the MSCI World ex USA Small Cap Index, which returned 0.72%. The Fund combines the investment characteristics, or factors, of quality, value, and size exposures based on BlackRock insights. Quality is defined as a company that exhibits positive fundamentals, including high cash earnings, low earnings variability and low debt-to-equity ratio, while value refers to companies with lower relative valuations based on measures such as price-to-earnings and price-to-book ratios. Size refers to relative market capitalization and the Fund attempts to invest in stocks with lower relative market capitalizations.
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8 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Management’s Discussion of Fund Performance (Continued)
iSHARES® ENHANCED INTERNATIONAL SMALL-CAP ETF
Quality and value were positive contributors to Fund results during the reporting period, while exposure to smaller stocks hurt results as large company stocks produced stronger returns than small company stocks in the MSCI World ex USA Index universe. For the reporting period, the MSCI World ex USA Small Cap Value Index returned 1.47%, compared with the MSCI World ex USA Growth Index, which delivered a 0.03% return for the period. The Fund had a lower risk profile than the broad international indexes, which also contributed positively during the reporting period.
PORTFOLIO ALLOCATION
As of 7/31/14
| | |
Sector | | Percentage of Total Investments* |
| | | | |
Financials | | | 20.75 | % |
Consumer Discretionary | | | 18.29 | |
Industrials | | | 17.40 | |
Information Technology | | | 13.55 | |
Consumer Staples | | | 9.82 | |
Energy | | | 8.76 | |
Materials | | | 4.82 | |
Health Care | | | 3.31 | |
Telecommunication Services | | | 2.52 | |
Utilities | | | 0.78 | |
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TOTAL | | | 100.00 | % |
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TEN LARGEST COUNTRY ALLOCATIONS
As of 7/31/14
| | |
Country | | Percentage of Total Investments* |
| | | | |
Japan | | | 27.00 | % |
United Kingdom | | | 16.49 | |
Switzerland | | | 8.53 | |
Canada | | | 7.22 | |
Denmark | | | 6.65 | |
Australia | | | 6.60 | |
Germany | | | 4.35 | |
Norway | | | 4.00 | |
Belgium | | | 4.00 | |
Sweden | | | 3.88 | |
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TOTAL | | | 88.72 | % |
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| * | Excludes money market funds. |
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MANAGEMENT’S DISCUSSIONSOF FUND PERFORMANCE | | | 9 | |
Management’s Discussion of Fund Performance
iSHARES® ENHANCED U.S. LARGE-CAP ETF
Performance as of July 31, 2014
| | | | | | | | | | | | | | | | | | |
| | Average Annual Total Returns | | | | | Cumulative Total Returns | |
| | 1 Year | | | Since Inception | | | | | 1 Year | | | Since Inception | |
Fund NAV | | | 14.00% | | | | 17.61% | | | | | | 14.00% | | | | 23.34% | |
Fund Market | | | 14.03% | | | | 17.70% | | | | | | 14.03% | | | | 23.46% | |
Russell 1000 Index | | | 17.06% | | | | 19.89% | | | | | | 17.06% | | | | 26.34% | |
GROWTH OF $10,000 INVESTMENT
(SINCE INCEPTION AT NET ASSET VALUE)

The inception date of the Fund was 4/16/13. The first day of secondary market trading was 4/18/13.
The Russell 1000® Index is an unmanaged broad-based index that measures the performance of the large- and mid-capitalization sectors of the U.S. equity market.
Past performance is no guarantee 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” on page 14 for more information.
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Shareholder Expenses | |
Actual | | | Hypothetical 5% Return | | | | |
Beginning Account Value (2/1/14) | | | Ending Account Value (7/31/14) | | | Expenses Paid During Period a | | | Beginning Account Value (2/1/14) | | | Ending Account Value (7/31/14) | | | Expenses Paid During Period a | | | Annualized Expense Ratio | |
$ | 1,000.00 | | | $ | 1,085.30 | | | $ | 0.93 | | | $ | 1,000.00 | | | $ | 1,023.90 | | | $ | 0.90 | | | | 0.18% | |
a | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (181 days) and divided by the number of days in the year (365 days). See “Shareholder Expenses” on page 14 for more information. | |
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10 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Management’s Discussion of Fund Performance (Continued)
iSHARES® ENHANCED U.S. LARGE-CAP ETF
The iShares Enhanced U.S. Large-Cap ETF (the “Fund”) seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its net assets in equity securities of U.S. large-capitalization issuers. The Fund is an actively managed exchange-traded fund that does not seek to replicate the performance of a specified index. For the 12-month reporting period ended July 31, 2014, the total return for the Fund was 14.00%, net of fees.
The Fund delivered a strong return for the reporting period but trailed the broad Russell 1000 Index, which returned 17.06%. The Fund combines the investment characteristics, or factors, of quality, value, and size exposures based on BlackRock insights. Quality is defined as a company that exhibits positive fundamentals, including high cash earnings, low earnings variability and low debt-to-equity ratio, while value refers to companies with lower relative valuations based on measures such as price-to-earnings and price-to-book ratios. Size refers to relative market capitalization and the Fund attempts to have a lower relative market capitalization than a broad market capitalization weighted index such as the Russell 1000 Index.
The Fund’s position in quality stocks contributed positively to performance during the reporting period. The Fund’s exposure to value detracted from performance during the reporting period as the Russell 1000 Value Index returned 15.47%, trailing the 18.69% return of the Russell 1000 Growth Index.
The Fund’s exposure to size also limited performance during the reporting period, as smaller stocks trailed the performance of larger stocks. As an example, the Russell Midcap Index returned 16.36%, and the Russell 2000 Index, a measure of small-capitalization stock performance, returned 8.56% versus the Russell 1000 Index return of 17.06%.
The Fund was also positioned to have less volatility than the broad U.S. equity indexes, and this positioning had a negative impact on results. The MSCI USA Minimum Volatility Index returned 11.43% for the reporting period, trailing the broader U.S. equity indexes.
PORTFOLIO ALLOCATION
As of 7/31/14
| | | | |
Sector | | Percentage of Total Investments* | |
Information Technology | | | 16.75 | % |
Financials | | | 15.53 | |
Health Care | | | 13.87 | |
Energy | | | 13.81 | |
Consumer Discretionary | | | 11.00 | |
Consumer Staples | | | 10.53 | |
Utilities | | | 8.54 | |
Industrials | | | 7.94 | |
Telecommunication Services | | | 1.99 | |
Materials | | | 0.04 | |
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TOTAL | | | 100.00 | % |
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TEN LARGEST FUND HOLDINGS
As of 7/31/14
| | | | |
Security | | Percentage of Total Investments* | |
Intel Corp. | | | 2.69 | % |
Western Digital Corp. | | | 2.43 | |
General Dynamics Corp. | | | 2.42 | |
Microsoft Corp. | | | 2.40 | |
O’Reilly Automotive Inc. | | | 2.32 | |
Archer-Daniels-Midland Co. | | | 2.29 | |
WellPoint Inc. | | | 2.27 | |
Reinsurance Group of America Inc. | | | 2.25 | |
EOG Resources Inc. | | | 2.16 | |
eBay Inc. | | | 2.14 | |
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TOTAL | | | 23.37 | % |
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| * | Excludes money market funds. |
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MANAGEMENT’S DISCUSSIONSOF FUND PERFORMANCE | | | 11 | |
Management’s Discussion of Fund Performance
iSHARES® ENHANCED U.S. SMALL-CAP ETF
Performance as of July 31, 2014
| | | | | | | | | | | | | | | | | | |
| | Average Annual Total Returns | | | | | Cumulative Total Returns | |
| | 1 Year | | | Since Inception | | | | | 1 Year | | | Since Inception | |
Fund NAV | | | 7.43% | | | | 15.68% | | | | | | 7.43% | | | | 20.72% | |
Fund Market | | | 7.28% | | | | 15.71% | | | | | | 7.28% | | | | 20.76% | |
Russell 2000 Index | | | 8.56% | | | | 17.69% | | | | | | 8.56% | | | | 23.36% | |
GROWTH OF $10,000 INVESTMENT
(SINCE INCEPTION AT NET ASSET VALUE)

The inception date of the Fund was 4/16/13. The first day of secondary market trading was 4/18/13.
The Russell 2000® Index is an unmanaged broad-based index that measures the performance of the small-capitalization sector of the U.S. equity market.
Past performance is no guarantee 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” on page 14 for more information.
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Shareholder Expenses | |
Actual | | | Hypothetical 5% Return | | | | |
Beginning Account Value (2/1/14) | | | Ending Account Value (7/31/14) | | | Expenses Paid During Period a | | | Beginning Account Value (2/1/14) | | | Ending Account Value (7/31/14) | | | Expenses Paid During Period a | | | Annualized Expense Ratio | |
$ | 1,000.00 | | | $ | 1,004.40 | | | $ | 1.74 | | | $ | 1,000.00 | | | $ | 1,023.10 | | | $ | 1.76 | | | | 0.35% | |
a | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (181 days) and divided by the number of days in the year (365 days). See “Shareholder Expenses” on page 14 for more information. | |
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12 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Management’s Discussion of Fund Performance (Continued)
iSHARES® ENHANCED U.S. SMALL-CAP ETF
The iShares Enhanced U.S. Small-Cap ETF (the “Fund”) seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its net assets in equity securities of U.S. small-capitalization issuers. The Fund is an actively managed exchange-traded fund that does not seek to replicate the performance of a specified index. For the 12-month reporting period ended July 31, 2014, the total return for the Fund was 7.43%, net of fees.
The Fund delivered a solid return for the reporting period but trailed the small-capitalization Russell 2000 Index, which returned 8.56%. The Fund combines the investment characteristics, or factors, of quality, value, and size exposures based on BlackRock insights. Quality is defined as a company that exhibits positive fundamentals, including high cash earnings, low earnings variability and low debt-to-equity ratio, while value refers to companies with lower relative valuations based on measures such as price-to-earnings and price-to-book ratios. Size refers to relative market capitalization and the Fund attempts to invest in stocks with lower relative market capitalizations.
The Fund’s exposure to quality had little effect on performance during the reporting period as small capitalization quality stocks performed in-line with the Russell 2000 index, while the Fund’s exposure to size added value during the reporting period.
The Fund’s exposure to value detracted modestly from performance during the reporting period as growth stocks performed relatively better, as shown by the Russell 2000 Value Index which returned 8.18%, trailing the 8.93% return of the Russell 2000 Growth Index.
The Fund was also positioned to have less volatility than the broad U.S. equity indexes, and this positioning had a negative impact on results. The Russell 2000 Defensive Index, which focuses on stocks with lower price and earnings volatility, returned 7.60% for the reporting period, underperforming the broad Russell 2000 Index.
PORTFOLIO ALLOCATION
As of 7/31/14
| | | | |
Sector | | Percentage of Total Investments* | |
Financials | | | 27.89 | % |
Consumer Discretionary | | | 18.21 | |
Information Technology | | | 16.58 | |
Industrials | | | 9.83 | |
Consumer Staples | | | 6.67 | |
Utilities | | | 6.53 | |
Health Care | | | 6.52 | |
Energy | | | 5.21 | |
Telecommunication Services | | | 1.29 | |
Materials | | | 1.27 | |
| | | | |
TOTAL | | | 100.00 | % |
| | | | |
TEN LARGEST FUND HOLDINGS
As of 7/31/14
| | | | |
Security | | Percentage of Total Investments* | |
Cash America International Inc. | | | 2.42 | % |
Symetra Financial Corp. | | | 2.41 | |
Cirrus Logic Inc. | | | 2.27 | |
Unit Corp. | | | 2.16 | |
Children’s Place Inc. (The) | | | 2.11 | |
Fresh Market Inc. (The) | | | 1.97 | |
Buffalo Wild Wings Inc. | | | 1.94 | |
Bob Evans Farms Inc. | | | 1.93 | |
RPX Corp. | | | 1.93 | |
Manning & Napier Inc. | | | 1.88 | |
| | | | |
TOTAL | | | 21.02 | % |
| | | | |
| * | Excludes money market funds. |
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MANAGEMENT’S DISCUSSIONSOF FUND PERFORMANCE | | | 13 | |
About Fund Performance
Past performance is no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Performance data current to the most recent month-end is available at www.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 management fees. Without such 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. The price used to calculate market return (“Market Price”) is determined by using the midpoint between the highest bid and the lowest offer 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 have traded in the secondary market until after the fund’s inception, for the period from inception to the first day of secondary trading, 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. 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.
Shareholder Expenses
As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of fund shares and (2) ongoing costs, including management fees and other fund expenses. The expense example, which is based on an investment of $1,000 invested on February 1, 2014 (or commencement of operations, as applicable) and held through July 31, 2014, is intended to help you understand your ongoing costs (in dollars and cents) of investing in a Fund and to compare these costs with the ongoing costs of investing in other funds.
Actual Expenses — The table provides information about actual account values and actual expenses. To estimate the expenses that you paid on your account over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number for your Fund under the heading entitled “Expenses Paid During Period.”
Hypothetical Example for Comparison Purposes — The table also provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of fund shares. Therefore, the hypothetical examples are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
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14 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Schedule of Investments
iSHARES® ENHANCED INTERNATIONAL LARGE-CAP ETF
July 31, 2014
| | | | | | | | |
Security | | Shares | | | Value | |
COMMON STOCKS — 99.50% | |
| |
AUSTRALIA — 2.32% | | | | | |
ASX Ltd. | | | 6,288 | | | $ | 211,565 | |
Brambles Ltd. | | | 5,940 | | | | 52,076 | |
CFS Retail Property Trust Group | | | 9,312 | | | | 18,787 | |
Dexus Property Group | | | 55,632 | | | | 61,548 | |
GPT Group (The) | | | 4,644 | | | | 17,572 | |
Scentre Groupa | | | 8,394 | | | | 26,533 | |
Telstra Corp. Ltd. | | | 27,108 | | | | 138,361 | |
Woodside Petroleum Ltd. | | | 4,632 | | | | 183,107 | |
| | | | | | | | |
| | | | | | | 709,549 | |
AUSTRIA — 0.42% | | | | | |
OMV AG | | | 3,228 | | | | 129,831 | |
| | | | | | | | |
| | | | | | | 129,831 | |
BELGIUM — 2.08% | | | | | |
Ageas | | | 564 | | | | 20,266 | |
Belgacom SA | | | 2,976 | | | | 97,238 | |
Colruyt SA | | | 900 | | | | 43,640 | |
Delhaize Brothers and Co. “The Lion” (Delhaize Group) SA | | | 2,796 | | | | 182,619 | |
Solvay SA | | | 156 | | | | 25,225 | |
Telenet Group Holding NVa | | | 2,052 | | | | 109,795 | |
Umicore SA | | | 3,276 | | | | 158,237 | |
| | | | | | | | |
| | | | | | | 637,020 | |
CANADA — 14.86% | | | | | |
Agnico-Eagle Mines Ltd. | | | 684 | | | | 25,471 | |
Agrium Inc. | | | 1,236 | | | | 112,854 | |
Alimentation Couche-Tard Inc. Class B | | | 720 | | | | 19,735 | |
Bank of Montreal | | | 5,328 | | | | 397,746 | |
Bank of Nova Scotia | | | 2,124 | | | | 144,396 | |
Baytex Energy Corp. | | | 3,624 | | | | 155,593 | |
Canadian Imperial Bank of Commerce | | | 5,964 | | | | 554,463 | |
Canadian Natural Resources Ltd. | | | 11,916 | | | | 520,248 | |
Constellation Software Inc. | | | 1,740 | | | | 413,962 | |
Crescent Point Energy Corp. | | | 16,692 | | | | 682,154 | |
Empire Co. Ltd. Class A | | | 1,248 | | | | 88,397 | |
Husky Energy Inc. | | | 2,100 | | | | 63,985 | |
Intact Financial Corp. | | | 300 | | | | 20,040 | |
Magna International Inc. Class A | | | 1,452 | | | | 156,170 | |
Methanex Corp. | | | 732 | | | | 47,713 | |
Metro Inc. Class A | | | 504 | | | | 32,912 | |
National Bank of Canada | | | 8,640 | | | | 387,298 | |
Open Text Corp. | | | 492 | | | | 27,405 | |
Pacific Rubiales Energy Corp. | | | 5,448 | | | | 104,341 | |
| | | | | | | | |
Security | | Shares | | | Value | |
Peyto Exploration & Development Corp. | | | 840 | | | $ | 28,279 | |
Rogers Communications Inc. Class B | | | 2,076 | | | | 81,198 | |
Shaw Communications Inc. Class B | | | 2,112 | | | | 51,837 | |
Suncor Energy Inc. | | | 8,688 | | | | 357,288 | |
Thomson Reuters Corp. | | | 1,848 | | | | 69,921 | |
| | | | | | | | |
| | | | | | | 4,543,406 | |
DENMARK — 6.09% | | | | | |
A.P. Moeller-Maersk A/S Class B | | | 228 | | | | 531,555 | |
Carlsberg A/S Class B | | | 1,332 | | | | 127,898 | |
Danske Bank A/S | | | 11,400 | | | | 330,023 | |
GN Store Nord A/S | | | 23,184 | | | | 592,520 | |
Jyske Bank A/S Registereda | | | 984 | | | | 55,824 | |
TDC A/S | | | 18,012 | | | | 182,163 | |
Vestas Wind Systems A/Sa | | | 912 | | | | 41,231 | |
| | | | | | | | |
| | | | | | | 1,861,214 | |
FINLAND — 4.01% | | | | | |
Elisa OYJ | | | 2,076 | | | | 59,526 | |
Neste Oil OYJb | | | 8,844 | | | | 163,299 | |
Nokian Renkaat OYJ | | | 12,624 | | | | 438,657 | |
UPM-Kymmene OYJ | | | 34,620 | | | | 566,050 | |
| | | | | | | | |
| | | | | | | 1,227,532 | |
FRANCE — 5.22% | | | | | |
ALSTOMa | | | 2,952 | | | | 106,209 | |
Casino Guichard-Perrachon SA | | | 372 | | | | 44,876 | |
Danone SA | | | 636 | | | | 46,029 | |
Eutelsat Communications SA | | | 732 | | | | 25,259 | |
Iliad SA | | | 108 | | | | 29,768 | |
Orange | | | 7,260 | | | | 114,138 | |
Renault SA | | | 1,128 | | | | 94,133 | |
SCOR SE | | | 888 | | | | 28,545 | |
SES SA Class A FDR | | | 12,312 | | | | 452,196 | |
STMicroelectronics NV | | | 3,528 | | | | 29,385 | |
Total SA | | | 9,708 | | | | 624,656 | |
| | | | | | | | |
| | | | | | | 1,595,194 | |
GERMANY — 9.10% | | | | | |
Deutsche Lufthansa AG Registered | | | 23,820 | | | | 423,090 | |
Deutsche Telekom AG Registered | | | 13,608 | | | | 220,402 | |
E.ON SE | | | 4,608 | | | | 87,119 | |
Hannover Rueck SE Registered | | | 2,604 | | | | 222,498 | |
KION Group AG | | | 540 | | | | 21,061 | |
Merck KGaA | | | 3,288 | | | | 292,029 | |
Muenchener Rueckversicherungs-Gesellschaft AG Registered | | | 1,764 | | | | 374,805 | |
| | | | |
SCHEDULESOF INVESTMENTS | | | 15 | |
Schedule of Investments (Continued)
iSHARES® ENHANCED INTERNATIONAL LARGE-CAP ETF
July 31, 2014
| | | | | | | | |
Security | | Shares | | | Value | |
ProSiebenSat.1 Media AG Registered | | | 3,936 | | | $ | 165,706 | |
RWE AG | | | 7,764 | | | | 312,218 | |
Telefonica Deutschland Holding AGc | | | 42,096 | | | | 330,850 | |
ThyssenKrupp AGa | | | 5,580 | | | | 158,019 | |
Volkswagen AG | | | 180 | | | | 41,677 | |
Wirecard AG | | | 3,552 | | | | 132,240 | |
| | | | | | | | |
| | | | | | | 2,781,714 | |
ISRAEL — 0.21% | | | | | |
Bezeq The Israel Telecommunication Corp. Ltd. | | | 34,380 | | | | 64,193 | |
| | | | | | | | |
| | | | | | | 64,193 | |
JAPAN — 17.04% | | | | | |
AEON Co. Ltd. | | | 6,000 | | | | 67,856 | |
Aisin Seiki Co. Ltd. | | | 1,200 | | | | 47,143 | |
Aozora Bank Ltd. | | | 36,000 | | | | 123,227 | |
Asahi Group Holdings Ltd. | | | 1,200 | | | | 36,583 | |
Canon Inc. | | | 3,600 | | | | 118,746 | |
Chubu Electric Power Co. Inc.a | | | 2,400 | | | | 28,169 | |
Daihatsu Motor Co. Ltd. | | | 2,400 | | | | 43,013 | |
GungHo Online Entertainment Inc.b | | | 18,000 | | | | 102,572 | |
Hoya Corp. | | | 1,200 | | | | 39,337 | |
ITOCHU Corp. | | | 4,800 | | | | 61,963 | |
Japan Airlines Co. Ltd. | | | 9,600 | | | | 534,915 | |
JFE Holdings Inc. | | | 2,400 | | | | 51,041 | |
JX Holdings Inc. | | | 18,000 | | | | 93,558 | |
Kuraray Co. Ltd. | | | 2,400 | | | | 31,857 | |
Marubeni Corp. | | | 36,000 | | | | 256,010 | |
Mitsubishi Corp. | | | 2,400 | | | | 51,018 | |
Mitsubishi UFJ Financial Group Inc. | | | 28,800 | | | | 172,405 | |
Mitsui & Co. Ltd. | | | 16,800 | | | | 272,172 | |
Mizuho Financial Group Inc. | | | 174,000 | | | | 340,944 | |
Nexon Co. Ltd. | | | 4,800 | | | | 46,677 | |
Nippon Telegraph and Telephone Corp. | | | 4,800 | | | | 320,202 | |
NTT DOCOMO Inc. | | | 36,000 | | | | 638,537 | |
Rakuten Inc. | | | 3,600 | | | | 47,925 | |
Resona Holdings Inc. | | | 51,600 | | | | 290,327 | |
Sekisui House Ltd. | | | 2,400 | | | | 31,799 | |
Sharp Corp.a | | | 36,000 | | | | 114,125 | |
Showa Shell Sekiyu K.K. | | | 8,400 | | | | 95,489 | |
Sumitomo Corp. | | | 14,400 | | | | 191,911 | |
Sumitomo Mitsui Financial Group Inc. | | | 7,200 | | | | 298,264 | |
Sumitomo Rubber Industries Inc. | | | 1,200 | | | | 17,574 | |
Suntory Beverage & Food Ltd. | | | 1,200 | | | | 45,276 | |
Tokyo Electric Power Co. Inc.a | | | 24,000 | | | | 94,520 | |
Tokyo Electron Ltd. | | | 1,200 | | | | 78,650 | |
| | | | | | | | |
Security | | Shares | | | Value | |
Tokyo Gas Co. Ltd. | | | 36,000 | | | $ | 207,455 | |
West Japan Railway Co. | | | 4,800 | | | | 219,287 | |
| | | | | | | | |
| | | | | | | 5,210,547 | |
NETHERLANDS — 1.60% | | | | | |
AEGON NV | | | 37,116 | | | | 302,337 | |
Corio NV | | | 418 | | | | 22,218 | |
Delta Lloyd NV | | | 1,656 | | | | 38,255 | |
Heineken Holding NV | | | 732 | | | | 46,659 | |
Koninklijke Ahold NV | | | 2,603 | | | | 45,468 | |
TNT Express NV | | | 4,368 | | | | 35,242 | |
| | | | | | | | |
| | | | | | | 490,179 | |
NEW ZEALAND — 0.19% | | | | | |
Telecom Corp. of New Zealand Ltd. | | | 23,712 | | | | 57,157 | |
| | | | | | | | |
| | | | | | | 57,157 | |
NORWAY — 4.44% | | | | | |
Orkla ASA | | | 44,256 | | | | 402,292 | |
Statoil ASA | | | 18,000 | | | | 514,731 | |
Yara International ASA | | | 9,660 | | | | 441,890 | |
| | | | | | | | |
| | | | | | | 1,358,913 | |
PORTUGAL — 0.21% | | | | | |
Energias de Portugal SA | | | 13,704 | | | | 64,231 | |
| | | | | | | | |
| | | | | | | 64,231 | |
SINGAPORE — 0.18% | | | | | |
Noble Group Ltd. | | | 48,000 | | | | 54,622 | |
| | | | | | | | |
| | | | | | | 54,622 | |
SPAIN — 0.98% | | | | | |
Acerinox SA | | | 3,948 | | | | 65,661 | |
Gas Natural SDG SA | | | 864 | | | | 26,537 | |
Repsol SA | | | 8,280 | | | | 206,284 | |
| | | | | | | | |
| | | | | | | 298,482 | |
SWEDEN — 3.50% | | | | | |
Boliden AB | | | 22,800 | | | | 370,758 | |
Electrolux AB Class B | | | 3,036 | | | | 75,571 | |
Hakon Invest AB | | | 19,344 | | | | 602,509 | |
Nordea Bank AB | | | 1,536 | | | | 20,640 | |
| | | | | | | | |
| | | | | | | 1,069,478 | |
SWITZERLAND — 12.66% | | | | | |
Actelion Ltd. Registereda | | | 5,208 | | | | 629,451 | |
Baloise Holding AG Registered | | | 1,356 | | | | 163,740 | |
Banque Cantonale Vaudoise Registered | | | 72 | | | | 38,403 | |
Clariant AG Registereda | | | 11,424 | | | | 213,329 | |
Credit Suisse Group AG Registereda | | | 8,280 | | | | 225,280 | |
Helvetia Holding AG Registered | | | 120 | | | | 58,595 | |
| | |
16 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Schedule of Investments (Continued)
iSHARES® ENHANCED INTERNATIONAL LARGE-CAP ETF
July 31, 2014
| | | | | | | | |
Security | | Shares | | | Value | |
Holcim Ltd. Registereda | | | 468 | | | $ | 37,520 | |
PSP Swiss Property AG Registereda | | | 252 | | | | 22,323 | |
Swiss Life Holding AG Registereda | | | 1,848 | | | | 428,619 | |
Swiss Prime Site AG Registereda | | | 384 | | | | 30,490 | |
Swiss Re AGa | | | 6,876 | | | | 585,666 | |
Swisscom AG Registered | | | 1,032 | | | | 573,144 | |
Transocean Ltd.a | | | 7,248 | | | | 292,614 | |
Zurich Insurance Group AGa | | | 1,968 | | | | 572,891 | |
| | | | | | | | |
| | | | | | | 3,872,065 | |
UNITED KINGDOM — 14.39% | | | | | |
3i Group PLC | | | 15,372 | | | | 97,971 | |
Amlin PLC | | | 4,632 | | | | 35,676 | |
AstraZeneca PLC | | | 5,916 | | | | 433,928 | |
BP PLC | | | 39,924 | | | | 326,234 | |
British Sky Broadcasting Group PLC | | | 3,108 | | | | 46,123 | |
BT Group PLC | | | 13,596 | | | | 89,177 | |
Centrica PLC | | | 108,648 | | | | 566,800 | |
Imperial Tobacco Group PLC | | | 3,996 | | | | 173,451 | |
Investec PLC | | | 2,820 | | | | 24,495 | |
J Sainsbury PLC | | | 26,424 | | | | 139,590 | |
Marks & Spencer Group PLC | | | 10,212 | | | | 74,170 | |
Old Mutual PLC | | | 17,208 | | | | 56,884 | |
Rentokil Initial PLC | | | 82,608 | | | | 165,269 | |
Rolls-Royce Holdings PLCa | | | 36,132 | | | | 634,417 | |
Royal Dutch Shell PLC Class A | | | 4,212 | | | | 173,582 | |
RSA Insurance Group PLC | | | 15,732 | | | | 121,832 | |
Shire PLC | | | 8,376 | | | | 691,646 | |
SSE PLC | | | 12,432 | | | | 305,809 | |
Stagecoach Group PLC | | | 6,552 | | | | 39,347 | |
Vedanta Resources PLC | | | 1,272 | | | | 22,570 | |
Wm Morrison Supermarkets PLC | | | 63,024 | | | | 179,396 | |
| | | | | | | | |
| | | | | | | 4,398,367 | |
| | | | | | | | |
TOTAL COMMON STOCKS | | | | | |
(Cost: $29,815,414) | | | | 30,423,694 | |
|
PREFERRED STOCKS — 0.13% | |
| |
GERMANY — 0.13% | | | | | |
Bayerische Motoren Werke AG | | | 432 | | | | 41,051 | |
| | | | | | | | |
| | | | 41,051 | |
| | | | | | | | |
TOTAL PREFERRED STOCKS | | | | | |
(Cost: $41,198) | | | | 41,051 | |
| | | | | | | | |
Security | | Shares | | | Value | |
SHORT-TERM INVESTMENTS — 0.90% | |
| |
MONEY MARKET FUNDS — 0.90% | | | | | |
BlackRock Cash Funds: Institutional, SL Agency Shares | | | | | |
0.14%d,e,f | | | 243,137 | | | $ | 243,137 | |
BlackRock Cash Funds: Prime, SL Agency Shares | | | | | |
0.12%d,e,f | | | 15,166 | | | | 15,166 | |
BlackRock Cash Funds: Treasury, SL Agency Shares | | | | | |
0.00%d,e | | | 15,227 | | | | 15,227 | |
| | | | | | | | |
| | | | 273,530 | |
| | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | | | | | |
(Cost: $273,530) | | | | 273,530 | |
| | | | | | | | |
TOTAL INVESTMENTS IN SECURITIES — 100.53% | | | | | |
(Cost: $30,130,142) | | | | | | | 30,738,275 | |
Other Assets, Less Liabilities — (0.53)% | | | | (162,780 | ) |
| | | | | | | | |
NET ASSETS — 100.00% | | | $ | 30,575,495 | |
| | | | | | | | |
FDR — Fiduciary Depositary Receipts
a | Non-income earning security. |
b | All or a portion of this security represents a security on loan. See Note 1. |
c | This security may be resold to qualified institutional buyers under Rule 144A of the Securities Act of 1933. |
d | Affiliated issuer. See Note 2. |
e | The rate quoted is the annualized seven-day yield of the fund at period end. |
f | All or a portion of this security represents an investment of securities lending collateral. See Note 1. |
See notes to financial statements.
| | | | |
SCHEDULESOF INVESTMENTS | | | 17 | |
Schedule of Investments
iSHARES® ENHANCED INTERNATIONAL SMALL-CAP ETF
July 31, 2014
| | | | | | | | |
Security | | Shares | | | Value | |
COMMON STOCKS — 99.40% | | | | | | | | |
| | |
AUSTRALIA — 6.56% | | | | | | | | |
Acrux Ltd. | | | 4,720 | | | $ | 8,052 | |
Arrium Ltd. | | | 40,964 | | | | 31,419 | |
Atlas Iron Ltd. | | | 17,516 | | | | 10,422 | |
Ausdrill Ltd. | | | 15,256 | | | | 15,460 | |
BC Iron Ltd. | | | 12,320 | | | | 38,714 | |
BWP Trust | | | 7,872 | | | | 18,736 | |
Cabcharge Australia Ltd. | | | 4,752 | | | | 20,411 | |
Charter Hall Group | | | 2,844 | | | | 11,475 | |
Credit Corp. Group Ltd. | | | 3,048 | | | | 25,022 | |
CSR Ltd. | | | 3,628 | | | | 12,750 | |
David Jones Ltd. | | | 5,850 | | | | 21,701 | |
Evolution Mining Ltd. | | | 12,984 | | | | 9,416 | |
Goodman Fielder Ltd. | | | 30,272 | | | | 18,012 | |
Hills Ltd. | | | 20,628 | | | | 35,000 | |
iiNET Ltd. | | | 2,484 | | | | 17,621 | |
Investa Office Fund | | | 4,904 | | | | 16,276 | |
Iress Ltd. | | | 1,160 | | | | 9,447 | |
M2 Group Ltd. | | | 6,492 | | | | 36,696 | |
MACA Ltd. | | | 26,252 | | | | 50,033 | |
McMillan Shakespeare Ltd. | | | 2,148 | | | | 18,971 | |
Medusa Mining Ltd.a | | | 8,228 | | | | 12,737 | |
Mount Gibson Iron Ltd. | | | 10,828 | | | | 7,399 | |
Myer Holdings Ltd. | | | 16,344 | | | | 34,645 | |
NRW Holdings Ltd. | | | 15,720 | | | | 15,784 | |
OZ Minerals Ltd. | | | 2,844 | | | | 12,295 | |
RCR Tomlinson Ltd. | | | 3,724 | | | | 10,179 | |
Reject Shop Ltd. (The)b | | | 1,040 | | | | 9,340 | |
Resolute Mining Ltd.a | | | 22,100 | | | | 12,328 | |
Roc Oil Co. Ltd.a | | | 51,472 | | | | 29,669 | |
SMS Management & Technology Ltd. | | | 2,620 | | | | 10,011 | |
Sundance Energy Australia Ltd.a | | | 32,592 | | | | 41,512 | |
Tassal Group Ltd. | | | 3,076 | | | | 11,468 | |
Thorn Group Ltd. | | | 2,380 | | | | 5,045 | |
Tiger Resources Ltd.a | | | 32,668 | | | | 9,871 | |
| | | | | | | | |
| | | | | | | 647,917 | |
AUSTRIA — 0.28% | | | | | | | | |
Austria Technologie & Systemtechnik AG | | | 1,480 | | | | 17,101 | |
S IMMO AG | | | 1,360 | | | | 10,827 | |
| | | | | | | | |
| | | | | | | 27,928 | |
BELGIUM — 3.97% | | | | | | | | |
Ablynx NVa | | | 816 | | | | 9,608 | |
Agfa-Gevaert NVa | | | 10,500 | | | | 31,343 | |
| | | | | | | | |
Security | | Shares | | | Value | |
Arseus NV | | | 1,016 | | | $ | 54,750 | |
Barco NV | | | 188 | | | | 13,835 | |
Bekaert NV | | | 304 | | | | 11,363 | |
Compagnie d’Entreprises CFE SA | | | 560 | | | | 55,012 | |
Econocom Group SA | | | 880 | | | | 8,013 | |
Elia System Operator SA | | | 296 | | | | 14,396 | |
Galapagos NVa,b | | | 1,104 | | | | 21,611 | |
GIMV NV | | | 156 | | | | 7,637 | |
Intervest Offices & Warehouses NV | | | 208 | | | | 6,152 | |
Mobistar SAa | | | 7,432 | | | | 147,917 | |
Tessenderlo Chemie NVa | | | 368 | | | | 10,653 | |
| | | | | | | | |
| | | | | | | 392,290 | |
CANADA — 7.18% | | | | | | | | |
AG Growth International Inc. | | | 264 | | | | 11,827 | |
Alaris Royalty Corp. | | | 480 | | | | 13,928 | |
Alliance Grain Traders Inc. | | | 568 | | | | 10,910 | |
Allied Properties Real Estate Investment Trust | | | 392 | | | | 12,588 | |
Artis Real Estate Investment Trust | | | 824 | | | | 11,770 | |
Black Diamond Group Ltd. | | | 368 | | | | 9,908 | |
BRP Inc.a | | | 2,564 | | | | 61,306 | |
Calloway Real Estate Investment Trust | | | 1,208 | | | | 29,128 | |
Canadian Apartment Properties Real Estate Investment Trust | | | 1,168 | | | | 24,676 | |
Capstone Infrastructure Corp. | | | 2,940 | | | | 11,991 | |
Cineplex Inc. | | | 184 | | | | 6,588 | |
Cogeco Cable Inc. | | | 1,528 | | | | 85,085 | |
DirectCash Payments Inc. | | | 648 | | | | 8,672 | |
Granite Real Estate Investment Trust | | | 864 | | | | 32,150 | |
Laurentian Bank of Canada | | | 3,980 | | | | 188,462 | |
Mainstreet Equity Corp.a | | | 292 | | | | 10,890 | |
Manitoba Telecom Services Inc. | | | 236 | | | | 6,803 | |
Norbord Inc. | | | 624 | | | | 13,006 | |
NorthWest Healthcare Properties Real Estate Investment Trust | | | 1,072 | | | | 9,739 | |
Premium Brands Holdings Corp. | | | 872 | | | | 17,878 | |
ShawCor Ltd. | | | 1,804 | | | | 91,455 | |
Total Energy Services Inc. | | | 536 | | | | 10,709 | |
Transcontinental Inc. Class A | | | 856 | | | | 10,937 | |
TransForce Inc. | | | 504 | | | | 12,764 | |
Yellow Media Ltd.a | | | 368 | | | | 5,993 | |
| | | | | | | | |
| | | | | | | 709,163 | |
DENMARK — 6.61% | | | | | | | | |
Alm. Brand A/Sa | | | 2,780 | | | | 14,270 | |
Auriga Industries A/S Class Ba | | | 752 | | | | 40,490 | |
| | |
18 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Schedule of Investments (Continued)
iSHARES® ENHANCED INTERNATIONAL SMALL-CAP ETF
July 31, 2014
| | | | | | | | |
Security | | Shares | | | Value | |
DFDS A/S | | | 812 | | | $ | 65,216 | |
IC Companys A/S | | | 768 | | | | 24,535 | |
Matas A/S | | | 3,220 | | | | 81,774 | |
Royal Unibrew A/Sa | | | 512 | | | | 74,983 | |
Schouw & Co. A/S | | | 2,112 | | | | 97,795 | |
Sydbank A/Sa | | | 7,364 | | | | 201,685 | |
Topdanmark A/Sa | | | 1,688 | | | | 52,138 | |
| | | | | | | | |
| | | | | | | 652,886 | |
FINLAND — 1.61% | | | | | | | | |
Citycon OYJ | | | 1,860 | | | | 6,844 | |
HKScan OYJ Class A | | | 3,728 | | | | 18,755 | |
PKC Group OYJ | | | 328 | | | | 9,084 | |
Sanoma OYJ | | | 4,144 | | | | 32,520 | |
Tieto OYJ | | | 3,440 | | | | 91,594 | |
| | | | | | | | |
| | | | | | | 158,797 | |
FRANCE — 3.16% | | | | | | | | |
Assystem | | | 328 | | | | 9,414 | |
Belvedere SAa | | | 2,212 | | | | 24,950 | |
Cegedim SAa | | | 272 | | | | 9,524 | |
Cegid Group | | | 264 | | | | 10,646 | |
Compagnie des Alpesa | | | 604 | | | | 12,850 | |
Euro Disney SCA Registereda | | | 928 | | | | 4,607 | |
Groupe Steria SCA | | | 1,080 | | | | 29,985 | |
Interparfums SA | | | 1,132 | | | | 36,730 | |
Jacquet Metal Service SA | | | 472 | | | | 9,757 | |
Montupet | | | 176 | | | | 10,950 | |
MPI | | | 9,568 | | | | 54,152 | |
Seche Environnement SA | | | 192 | | | | 5,970 | |
Soitec SAa,b | | | 4,312 | | | | 13,097 | |
Solocal Groupa | | | 6,168 | | | | 5,034 | |
Tessi SA | | | 40 | | | | 5,325 | |
Ubisoft Entertainment SAa | | | 4,128 | | | | 69,179 | |
| | | | | | | | |
| | | | | | | 312,170 | |
GERMANY — 4.32% | | | | | | | | |
Alstria Office REIT AG | | | 4,088 | | | | 54,085 | |
Amadeus Fire AG | | | 112 | | | | 7,999 | |
Balda AG | | | 3,816 | | | | 14,868 | |
Bauer AGa | | | 536 | | | | 11,658 | |
CANCOM SE | | | 216 | | | | 10,088 | |
CENTROTEC Sustainable AG | | | 616 | | | | 13,196 | |
CropEnergies AG | | | 1,344 | | | | 7,912 | |
Deutsche Beteiligungs AG | | | 572 | | | | 16,799 | |
DIC Asset AG | | | 1,408 | | | | 13,348 | |
Draegerwerk AG & Co. KGaA | | | 128 | | | | 10,154 | |
Gerresheimer AG | | | 1,096 | | | | 75,815 | |
| | | | | | | | |
Security | | Shares | | | Value | |
Gesco AG | | | 120 | | | $ | 11,742 | |
Indus Holding AG | | | 440 | | | | 23,166 | |
Init Innovation in Traffic Systems AG | | | 296 | | | | 7,654 | |
OHB AG | | | 588 | | | | 16,915 | |
Pfeiffer Vacuum Technology AG | | | 312 | | | | 31,017 | |
TAG Immobilien AG | | | 6,196 | | | | 75,607 | |
VTG AG | | | 596 | | | | 12,269 | |
Wacker Neuson SE | | | 584 | | | | 12,834 | |
| | | | | | | | |
| | | | | | | 427,126 | |
HONG KONG — 0.20% | | | | | | | | |
SmarTone Telecommunications Holding Ltd. | | | 8,000 | | | | 11,623 | |
United Photovoltaics Group Ltd.a,b | | | 64,000 | | | | 8,589 | |
| | | | | | | | |
| | | | | | | 20,212 | |
ISRAEL — 0.11% | | | | | | | | |
Ituran Location and Control Ltd. | | | 456 | | | | 10,667 | |
| | | | | | | | |
| | | | | | | 10,667 | |
ITALY — 0.31% | | | | | | | | |
Banca IFIS SpA | | | 560 | | | | 10,303 | |
Banca Profilo SpA | | | 21,308 | | | | 10,323 | |
Juventus Football Club SpAa | | | 32,132 | | | | 9,759 | |
| | | | | | | | |
| | | | | | | 30,385 | |
JAPAN — 26.84% | | | | | | | | |
Accordia Golf Co. Ltd. | | | 800 | | | | 10,059 | |
Achilles Corp. | | | 8,000 | | | | 11,358 | |
Aderans Co. Ltd. | | | 800 | | | | 11,848 | |
Aeon Fantasy Co. Ltd.b | | | 2,000 | | | | 27,189 | |
Aichi Corp. | | | 2,400 | | | | 11,179 | |
AIFUL Corp.a | | | 3,200 | | | | 17,457 | |
Alpen Co. Ltd. | | | 800 | | | | 13,420 | |
Aoki Holdings Inc. | | | 800 | | | | 10,557 | |
Arc Land Sakamoto Co. Ltd. | | | 800 | | | | 17,784 | |
Asahi Co. Ltd. | | | 800 | | | | 10,798 | |
Asahi Diamond Industrial Co. Ltd. | | | 800 | | | | 11,770 | |
Avex Group Holdings Inc. | | | 800 | | | | 13,832 | |
Axell Corp. | | | 800 | | | | 12,657 | |
Capcom Co. Ltd. | | | 1,600 | | | | 29,422 | |
Cawachi Ltd. | | | 800 | | | | 14,524 | |
CKD Corp. | | | 800 | | | | 7,250 | |
Coca-Cola West Co. Ltd. | | | 800 | | | | 13,396 | |
cocokara fine Inc. | | | 800 | | | | 22,039 | |
Comforia Residential REIT Inc. | | | 32 | | | | 58,688 | |
Cosmo Oil Co. Ltd. | | | 8,000 | | | | 16,181 | |
Dai-ichi Seiko Co. Ltd. | | | 800 | | | | 13,599 | |
Daikoku Denki Co. Ltd. | | | 1,200 | | | | 20,783 | |
| | | | |
SCHEDULESOF INVESTMENTS | | | 19 | |
Schedule of Investments (Continued)
iSHARES® ENHANCED INTERNATIONAL SMALL-CAP ETF
July 31, 2014
| | | | | | | | |
Security | | Shares | | | Value | |
Daikyo Inc. | | | 20,000 | | | $ | 42,593 | |
Denki Kagaku Kogyo K.K. | | | 8,000 | | | | 30,184 | |
Doshisha Co. Ltd. | | | 800 | | | | 14,843 | |
Duskin Co. Ltd. | | | 800 | | | | 14,719 | |
Dydo Drinco Inc. | | | 800 | | | | 35,513 | |
EDION Corp. | | | 1,600 | | | | 10,673 | |
Endo Lighting Corp. | | | 800 | | | | 11,024 | |
Financial Products Group Co. Ltd. | | | 1,200 | | | | 11,179 | |
Foster Electric Co. Ltd. | | | 3,200 | | | | 42,476 | |
France Bed Holdings Co. Ltd. | | | 8,000 | | | | 14,703 | |
Fuji Oil Co. Ltd.b | | | 3,200 | | | | 11,047 | |
Fuji Oil Co. Ltd. New | | | 800 | | | | 12,813 | |
Fuji Soft Inc. | | | 800 | | | | 17,908 | |
Fujibo Holdings Inc. | | | 8,000 | | | | 22,249 | |
GCA Savvian Group Corp. | | | 2,000 | | | | 16,726 | |
Geo Holdings Corp. | | | 8,400 | | | | 71,637 | |
Godo Steel Ltd. | | | 8,000 | | | | 13,303 | |
Hakuto Co. Ltd. | | | 800 | | | | 8,285 | |
Heiwa Corp. | | | 800 | | | | 18,997 | |
Heiwado Co. Ltd. | | | 800 | | | | 13,210 | |
Hitachi Koki Co. Ltd. | | | 1,600 | | | | 13,614 | |
Hokuetsu Bank Ltd. (The) | | | 4,000 | | | | 8,207 | |
Hokuetsu Kishu Paper Co. Ltd. | | | 4,000 | | | | 17,776 | |
Hokuto Corp. | | | 800 | | | | 15,263 | |
Honeys Co. Ltd. | | | 880 | | | | 9,054 | |
Hoosiers Holdings Co. Ltd. | | | 1,600 | | | | 7,577 | |
Hosiden Corp. | | | 2,400 | | | | 14,540 | |
Ines Corp. | | | 3,200 | | | | 25,361 | |
IT Holdings Corp. | | | 800 | | | | 14,797 | |
IwaiCosmo Holdings Inc. | | | 800 | | | | 8,176 | |
J-Oil Mills Inc. | | | 4,000 | | | | 12,797 | |
Japan Hotel REIT Investment Corp. | | | 24 | | | | 13,303 | |
Japan Petroleum Exploration Co. Ltd. | | | 800 | | | | 30,495 | |
Japan Rental Housing Investments Inc. | | | 16 | | | | 11,778 | |
Juki Corp.a | | | 8,000 | | | | 18,671 | |
JVC Kenwood Corp.a | | | 4,800 | | | | 11,016 | |
Kamei Corp. | | | 800 | | | | 6,052 | |
Kanematsu Corp. | | | 8,000 | | | | 14,470 | |
Kasumi Co. Ltd. | | | 1,600 | | | | 12,494 | |
Keiyo Co. Ltd. | | | 2,400 | | | | 11,506 | |
Kenedix Residential Investment Corp. | | | 16 | | | | 37,341 | |
KEY Coffee Inc. | | | 800 | | | | 12,766 | |
Kinugawa Rubber Industrial Co. Ltd. | | | 8,000 | | | | 43,176 | |
Koei Tecmo Holdings Co. Ltd. | | | 800 | | | | 11,809 | |
Kohnan Shoji Co. Ltd. | | | 14,800 | | | | 153,275 | |
| | | | | | | | |
Security | | Shares | | | Value | |
Kura Corp. | | | 400 | | | $ | 10,701 | |
Maruha Nichiro Corp. | | | 800 | | | | 12,696 | |
Megachips Corp. | | | 3,200 | | | | 45,152 | |
Mimasu Semiconductor Industry Co. Ltd. | | | 800 | | | | 7,204 | |
Ministop Co. Ltd. | | | 800 | | | | 12,719 | |
Mitsubishi Steel Manufacturing Co. Ltd. | | | 8,000 | | | | 17,815 | |
Mitsui Matsushima Co. Ltd. | | | 8,000 | | | | 10,658 | |
Mitsui Mining & Smelting Co. Ltd. | | | 8,000 | | | | 24,039 | |
Monex Group Inc. | | | 2,400 | | | | 7,842 | |
Morinaga & Co. Ltd. | | | 8,000 | | | | 17,037 | |
Morinaga Milk Industry Co. Ltd. | | | 8,000 | | | | 28,940 | |
Musashi Seimitsu Industry Co. Ltd. | | | 800 | | | | 19,822 | |
NEC Capital Solutions Ltd. | | | 400 | | | | 8,390 | |
Net One Systems Co. Ltd. | | | 1,600 | | | | 10,627 | |
Nichi-Iko Pharmaceutical Co. Ltd. | | | 800 | | | | 11,708 | |
Nichii Gakkan Co. | | | 800 | | | | 6,854 | |
Nippon Chemi-Con Corp.a | | | 8,000 | | | | 21,082 | |
Nippon Coke & Engineering Co. Ltd. | | | 12,800 | | | | 14,563 | |
Nippon Denko Co. Ltd. | | | 4,000 | | | | 12,797 | |
Nippon Konpo Unyu Soko Co. Ltd. | | | 800 | | | | 13,871 | |
Nippon Signal Co. Ltd. (The) | | | 800 | | | | 7,569 | |
Nipro Corp. | | | 800 | | | | 6,908 | |
Nissha Printing Co. Ltd. | | | 800 | | | | 11,755 | |
Nisshin OilliO Group Ltd. (The) | | | 8,000 | | | | 27,073 | |
Odelic Co. Ltd.b | | | 1,200 | | | | 33,829 | |
Oki Electric Industry Co. Ltd. | | | 16,000 | | | | 35,941 | |
Okinawa Electric Power Co. Inc. (The) | | | 800 | | | | 25,828 | |
Pacific Industrial Co. Ltd. | | | 1,600 | | | | 11,918 | |
Press Kogyo Co. Ltd. | | | 4,000 | | | | 15,442 | |
Prima Meat Packers Ltd. | | | 8,000 | | | | 20,927 | |
Riso Kagaku Corp. | | | 800 | | | | 23,611 | |
Ryoyo Electro Corp. | | | 800 | | | | 8,962 | |
Saizeriya Co. Ltd. | | | 1,600 | | | | 21,596 | |
Sanshin Electronics Co. Ltd. | | | 1,600 | | | | 13,038 | |
Sanyo Shokai Ltd. | | | 8,000 | | | | 18,437 | |
Sapporo Holdings Ltd. | | | 8,000 | | | | 34,774 | |
Senshu Ikeda Holdings Inc. | | | 6,400 | | | | 32,798 | |
Shima Seiki Manufacturing Ltd. | | | 800 | | | | 15,481 | |
Shimachu Co. Ltd. | | | 800 | | | | 18,671 | |
Shinko Electric Industries Co. Ltd. | | | 8,000 | | | | 72,038 | |
Showa Corp. | | | 800 | | | | 9,001 | |
SKY Perfect JSAT Holdings Inc. | | | 1,600 | | | | 9,600 | |
Sodick Co. Ltd. | | | 2,400 | | | | 16,827 | |
| | |
20 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Schedule of Investments (Continued)
iSHARES® ENHANCED INTERNATIONAL SMALL-CAP ETF
July 31, 2014
| | | | | | | | |
Security | | Shares | | | Value | |
Stella Chemifa Corp. | | | 1,200 | | | $ | 16,349 | |
Systena Corp. | | | 800 | | | | 6,052 | |
Tachi-S Co. Ltd. | | | 800 | | | | 13,575 | |
Taiho Kogyo Co. Ltd. | | | 800 | | | | 8,853 | |
Taikisha Ltd. | | | 800 | | | | 18,694 | |
Tama Home Co. Ltd.b | | | 4,000 | | | | 26,061 | |
Tamron Co. Ltd. | | | 800 | | | | 18,002 | |
Tatsuta Electric Wire and Cable Co. Ltd. | | | 1,600 | | | | 9,366 | |
TOKAI Holdings Corp. | | | 3,200 | | | | 13,599 | |
Tokai Rika Co. Ltd. | | | 800 | | | | 16,866 | |
TOKO Inc. | | | 8,000 | | | | 22,794 | |
Tokyo Seimitsu Co. Ltd. | | | 800 | | | | 14,314 | |
Tokyo Tomin Bank Ltd. (The) | | | 800 | | | | 9,553 | |
Tomy Co. Ltd. | | | 2,400 | | | | 12,533 | |
TOPY Industries Ltd. | | | 8,000 | | | | 16,726 | |
Toridoll Corp. | | | 800 | | | | 6,721 | |
Towa Bank Ltd. (The) | | | 44,000 | | | | 43,643 | |
Toyo Tire & Rubber Co. Ltd. | | | 4,000 | | | | 73,516 | |
TPR Co. Ltd. | | | 800 | | | | 18,966 | |
UKC Holdings Corp. | | | 1,200 | | | | 18,892 | |
Unipres Corp. | | | 800 | | | | 17,473 | |
ValueCommerce Co. Ltd. | | | 800 | | | | 6,667 | |
Warabeya Nichiyo Co. Ltd. | | | 800 | | | | 16,103 | |
Watami Co. Ltd. | | | 800 | | | | 10,852 | |
Yachiyo Bank Ltd. (The) | | | 800 | | | | 25,672 | |
Yahagi Construction Co. Ltd. | | | 800 | | | | 6,161 | |
Yellow Hat Ltd. | | | 800 | | | | 17,667 | |
Yokohama Reito Co. Ltd. | | | 1,600 | | | | 13,567 | |
| | | | | | | | |
| | | | | | | 2,650,964 | |
NETHERLANDS — 1.16% | | | | | | | | |
Amsterdam Commodities NV | | | 584 | | | | 13,284 | |
BE Semiconductor Industries NV | | | 1,352 | | | | 22,558 | |
Corbion NV | | | 368 | | | | 7,014 | |
Eurocommercial Properties NV | | | 904 | | | | 45,152 | |
Kendrion NV | | | 152 | | | | 4,739 | |
Koninklijke Wessanen NV | | | 3,724 | | | | 21,675 | |
| | | | | | | | |
| | | | | | | 114,422 | |
NORWAY — 3.97% | | | | | | | | |
Atea ASA | | | 2,412 | | | | 28,436 | |
Bakkafrost P/F | | | 680 | | | | 13,280 | |
BW Offshore Ltd. | | | 20,032 | | | | 26,558 | |
Deep Sea Supply PLCa | | | 5,220 | | | | 8,098 | |
Dolphin Group ASAa | | | 56,616 | | | | 50,251 | |
Electromagnetic GeoServices ASa | | | 22,024 | | | | 19,583 | |
| | | | | | | | |
Security | | Shares | | | Value | |
Fred Olsen Energy ASA | | | 6,340 | | | $ | 143,852 | |
Kvaerner ASA | | | 16,872 | | | | 29,468 | |
Norwegian Air Shuttle ASa,b | | | 1,140 | | | | 34,573 | |
Polarcus Ltd.a | | | 64,348 | | | | 33,512 | |
Songa Offshore SEa | | | 11,516 | | | | 4,681 | |
| | | | | | | | |
| | | | | | | 392,292 | |
PORTUGAL — 0.18% | | | | | | | | |
BANIF – Banco Internacional do Funchal SAa | | | 1,075,916 | | | | 12,956 | |
Mota-Engil SGPS SA | | | 729 | | | | 4,557 | |
| | | | | | | | |
| | | | | | | 17,513 | |
SINGAPORE — 3.70% | | | | | | | | |
AIMS AMP Capital Industrial REIT | | | 24,000 | | | | 28,753 | |
Blumont Group Ltd.a | | | 216,000 | | | | 8,482 | |
Cambridge Industrial Trust | | | 96,000 | | | | 55,006 | |
Charisma Energy Services Ltd.a | | | 256,000 | | | | 10,258 | |
Chip Eng Seng Corp. Ltd. | | | 20,000 | | | | 13,303 | |
CSE Global Ltd. | | | 136,000 | | | | 79,016 | |
Far East Hospitality Trust | | | 16,000 | | | | 11,219 | |
First REIT | | | 12,000 | | | | 11,732 | |
Frasers Centrepoint Trust | | | 16,000 | | | | 24,875 | |
Ho Bee Land Ltd. | | | 8,000 | | | | 14,425 | |
Hong Fok Corp. Ltd. | | | 8,000 | | | | 6,828 | |
k1 Ventures Ltd. | | | 56,000 | | | | 9,200 | |
Perennial China Retail Trust | | | 24,000 | | | | 10,482 | |
Rotary Engineering Ltd. | | | 76,000 | | | | 45,374 | |
Swiber Holdings Ltd.b | | | 56,000 | | | | 23,560 | |
Wing Tai Holdings Ltd. | | | 8,000 | | | | 12,662 | |
| | | | | | | | |
| | | | | | | 365,175 | |
SPAIN — 0.51% | | | | | | | | |
Duro Felguera SA | | | 4,072 | | | | 25,498 | |
Viscofan SA | | | 456 | | | | 25,559 | |
| | | | | | | | |
| | | | | | | 51,057 | |
SWEDEN — 3.86% | | | | | | | | |
Bure Equity AB | | | 2,040 | | | | 8,803 | |
Fastighets AB Balder Class Ba | | | 684 | | | | 8,691 | |
Gunnebo AB | | | 4,416 | | | | 26,154 | |
Haldex AB | | | 960 | | | | 12,650 | |
HIQ International AB | | | 1,632 | | | | 8,767 | |
Industrial & Financial Systems Class B | | | 368 | | | | 12,043 | |
Klovern AB | | | 6,532 | | | | 32,537 | |
Kungsleden AB | | | 9,548 | | | | 67,055 | |
Loomis AB Class B | | | 568 | | | | 16,902 | |
Nolato AB | | | 424 | | | | 10,376 | |
| | | | |
SCHEDULESOF INVESTMENTS | | | 21 | |
Schedule of Investments (Continued)
iSHARES® ENHANCED INTERNATIONAL SMALL-CAP ETF
July 31, 2014
| | | | | | | | |
Security | | Shares | | | Value | |
Oriflame Cosmetics SA SDRb | | | 4,516 | | | $ | 97,828 | |
Peab AB | | | 3,252 | | | | 22,942 | |
Tethys Oil ABa | | | 2,460 | | | | 27,250 | |
Wihlborgs Fastigheter AB | | | 1,560 | | | | 29,027 | |
| | | | | | | | |
| | | | | | | 381,025 | |
SWITZERLAND — 8.48% | | | | | | | | |
Autoneum Holding AG | | | 412 | | | | 70,683 | |
BKW AG | | | 688 | | | | 24,401 | |
Bossard Holding AG | | | 96 | | | | 11,202 | |
EFG International AG | | | 952 | | | | 11,359 | |
Emmi AG | | | 104 | | | | 35,885 | |
Forbo Holding AG Registered | | | 132 | | | | 128,981 | |
GAM Holding AG | | | 3,372 | | | | 61,188 | |
Gategroup Holding AG | | | 312 | | | | 7,909 | |
Implenia AG Registered | | | 668 | | | | 39,339 | |
Intershop Holdings AG Bearer | | | 60 | | | | 23,293 | |
Komax Holding AG Registered | | | 380 | | | | 58,507 | |
Kudelski SA Bearer | | | 2,092 | | | | 35,660 | |
LEM Holding SA Registered | | | 8 | | | | 6,713 | |
Leonteq AG | | | 72 | | | | 14,403 | |
Micronas Semiconductor Holding AG Registered | | | 1,420 | | | | 11,650 | |
Mobilezone Holding AG Bearera | | | 5,836 | | | | 65,144 | |
Rieter Holding AG Registered | | | 104 | | | | 24,156 | |
Schweizerische National-Versicherungs-Gesellschaft AG Registered | | | 536 | | | | 47,717 | |
Siegfried Holding AG Registered | | | 184 | | | | 32,134 | |
St Galler Kantonalbank AG Registered | | | 64 | | | | 24,353 | |
Swisslog Holding AG Registereda | | | 17,088 | | | | 21,235 | |
Swissquote Group Holding SA Registered | | | 240 | | | | 7,918 | |
Temenos Group AG Registered | | | 780 | | | | 27,964 | |
U-Blox AG | | | 168 | | | | 21,838 | |
Vetropack Holding AG Bearer | | | 4 | | | | 6,972 | |
Vontobel Holding AG Registered | | | 468 | | | | 16,779 | |
| | | | | | | | |
| | | | | | | 837,383 | |
UNITED KINGDOM — 16.39% | | | | | | | | |
African Minerals Ltd.a,b | | | 14,556 | | | | 17,141 | |
Awilco Drilling PLC | | | 216 | | | | 5,367 | |
Bank of Georgia Holdings PLC | | | 280 | | | | 11,511 | |
Beazley PLC | | | 9,032 | | | | 37,268 | |
Berendsen PLC | | | 3,468 | | | | 61,302 | |
Big Yellow Group PLC | | | 1,096 | | | | 9,280 | |
| | | | | | | | |
Security | | Shares | | | Value | |
Cape PLC | | | 3,612 | | | $ | 17,319 | |
Carillion PLC | | | 1,640 | | | | 9,256 | |
Centamin PLCa | | | 46,192 | | | | 56,267 | |
Chesnara PLC | | | 1,712 | | | | 8,960 | |
COLT Group SAa | | | 6,788 | | | | 16,617 | |
CSR PLC | | | 872 | | | | 7,781 | |
Dairy Crest Group PLC | | | 4,720 | | | | 33,445 | |
Dart Group PLC | | | 10,448 | | | | 36,866 | |
De La Rue PLC | | | 1,216 | | | | 14,987 | |
Debenhams PLC | | | 119,308 | | | | 133,043 | |
Devro PLC | | | 1,948 | | | | 8,386 | |
EnQuest PLCa | | | 43,892 | | | | 100,261 | |
Fenner PLC | | | 1,432 | | | | 8,244 | |
FirstGroup PLCa | | | 11,616 | | | | 24,808 | |
Globo PLCa,b | | | 38,752 | | | | 31,568 | |
Go-Ahead Group PLC (The) | | | 288 | | | | 10,721 | |
Greencore Group PLC | | | 2,436 | | | | 10,870 | |
Greggs PLC | | | 2,844 | | | | 25,136 | |
Halfords Group PLC | | | 1,328 | | | | 10,762 | |
Hargreaves Services PLC | | | 3,752 | | | | 50,391 | |
Imagination Technologies Group PLCa,b | | | 3,252 | | | | 9,778 | |
Innovation Group PLC | | | 41,680 | | | | 21,814 | |
Intermediate Capital Group PLC | | | 1,488 | | | | 10,122 | |
Interserve PLC | | | 1,056 | | | | 11,348 | |
IQE PLCa | | | 74,508 | | | | 23,900 | |
Kcom Group PLC | | | 6,044 | | | | 10,255 | |
Laird PLC | | | 1,848 | | | | 9,020 | |
Lancashire Holdings Ltd. | | | 12,328 | | | | 127,482 | |
LondonMetric Property PLC | | | 6,284 | | | | 14,959 | |
Mitie Group PLC | | | 13,780 | | | | 70,958 | |
Moneysupermarket.com Group PLC | | | 3,388 | | | | 10,622 | |
Morgan Advanced Materials PLC | | | 1,808 | | | | 9,585 | |
Northgate PLC | | | 20,548 | | | | 171,027 | |
Optimal Payments PLCa | | | 6,756 | | | | 51,670 | |
Pace PLC | | | 13,348 | | | | 72,091 | |
Paragon Group of Companies PLC (The) | | | 2,812 | | | | 16,365 | |
Premier Farnell PLC | | | 4,576 | | | | 13,968 | |
QinetiQ Group PLC | | | 4,088 | | | | 14,273 | |
Restaurant Group PLC (The) | | | 944 | | | | 9,817 | |
Salamander Energy PLCa | | | 8,512 | | | | 16,203 | |
Shanks Group PLC | | | 7,532 | | | | 13,702 | |
SOCO International PLC | | | 1,792 | | | | 13,009 | |
Speedy Hire PLC | | | 9,524 | | | | 8,482 | |
Spirent Communications PLC | | | 5,756 | | | | 10,000 | |
| | |
22 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Schedule of Investments (Continued)
iSHARES® ENHANCED INTERNATIONAL SMALL-CAP ETF
July 31, 2014
| | | | | | | | |
Security | | Shares | | | Value | |
Stobart Group Ltd. | | | 4,176 | | | $ | 8,883 | |
Synergy Health PLC | | | 1,384 | | | | 31,801 | |
Tipp24 SE | | | 136 | | | | 6,605 | |
Trinity Mirror PLCa | | | 6,100 | | | | 20,391 | |
TT electronics PLC | | | 9,080 | | | | 28,360 | |
Vesuvius PLC | | | 1,384 | | | | 10,872 | |
Xchanging PLC | | | 4,696 | | | | 13,974 | |
| | | | | | | | |
| | | | | | | 1,618,893 | |
| | | | | | | | |
TOTAL COMMON STOCKS | | | | | |
(Cost: $9,855,354) | | | | 9,818,265 | |
| | |
RIGHTS — 0.01% | | | | | | | | |
| | |
SWITZERLAND — 0.01% | | | | | | | | |
Leonteq AGa | | | 72 | | | | 618 | |
| | | | | | | | |
| | | | | | | 618 | |
| | | | | | | | |
TOTAL RIGHTS | | | | | |
(Cost: $0) | | | | 618 | |
|
SHORT-TERM INVESTMENTS — 3.33% | |
| | |
MONEY MARKET FUNDS — 3.33% | | | | | | | | |
BlackRock Cash Funds: Institutional, SL Agency Shares | | | | | | | | |
0.14%c,d,e | | | 278,051 | | | | 278,051 | |
BlackRock Cash Funds: Prime, SL Agency Shares | | | | | | | | |
0.12%c,d,e | | | 17,343 | | | | 17,343 | |
BlackRock Cash Funds: Treasury, SL Agency Shares | | | | | | | | |
0.00%c,d | | | 34,303 | | | | 34,303 | |
| | | | | | | | |
| | | | | | | 329,697 | |
| | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | | | | | |
(Cost: $329,697) | | | | 329,697 | |
| | | | | | | | |
TOTAL INVESTMENTS IN SECURITIES — 102.74% | | | | | |
(Cost: $10,185,051) | | | | | | | 10,148,580 | |
Other Assets, Less Liabilities — (2.74)% | | | | (270,865 | ) |
| | | | | | | | |
NET ASSETS — 100.00% | | | $ | 9,877,715 | |
| | | | | | | | |
SDR — Swedish Depositary Receipts
a | Non-income earning security. |
b | All or a portion of this security represents a security on loan. See Note 1. |
c | Affiliated issuer. See Note 2. |
d | The rate quoted is the annualized seven-day yield of the fund at period end. |
e | All or a portion of this security represents an investment of securities lending collateral. See Note 1. |
See notes to financial statements.
| | | | |
SCHEDULESOF INVESTMENTS | | | 23 | |
Schedule of Investments
iSHARES® ENHANCED U.S. LARGE-CAP ETF
July 31, 2014
| | | | | | | | |
Security | | Shares | | | Value | |
COMMON STOCKS — 99.73% | | | | | |
| |
AEROSPACE & DEFENSE — 2.67% | | | | | |
General Dynamics Corp. | | | 11,791 | | | $ | 1,376,835 | |
L-3 Communications Holdings Inc. | | | 1,406 | | | | 147,574 | |
| | | | | | | | |
| | | | | | | 1,524,409 | |
AIR FREIGHT & LOGISTICS — 3.63% | | | | | |
FedEx Corp. | | | 6,795 | | | | 998,050 | |
United Parcel Service Inc. Class B | | | 11,050 | | | | 1,072,844 | |
| | | | | | | | |
| | | | | | | 2,070,894 | |
AIRLINES — 1.37% | | | | | | | | |
Allegiant Travel Co. | | | 6,614 | | | | 778,865 | |
| | | | | | | | |
| | | | | | | 778,865 | |
BEVERAGES — 0.32% | | | | | | | | |
Molson Coors Brewing Co. Class B NVS | | | 573 | | | | 38,695 | |
PepsiCo Inc. | | | 1,641 | | | | 144,572 | |
| | | | | | | | |
| | | | | | | 183,267 | |
CHEMICALS — 0.04% | | | | | | | | |
Sigma-Aldrich Corp. | | | 198 | | | | 19,883 | |
| | | | | | | | |
| | | | | | | 19,883 | |
COMMERCIAL BANKS — 0.48% | | | | | | | | |
BOK Financial Corp. | | | 494 | | | | 32,723 | |
Cullen/Frost Bankers Inc. | | | 1,824 | | | | 142,217 | |
First Citizens BancShares Inc. Class A | | | 266 | | | | 59,145 | |
Prosperity Bancshares Inc. | | | 186 | | | | 10,812 | |
Trustmark Corp. | | | 1,322 | | | | 30,446 | |
| | | | | | | | |
| | | | | | | 275,343 | |
COMMERCIAL SERVICES & SUPPLIES — 0.06% | |
Brady Corp. Class A | | | 865 | | | | 22,620 | |
UniFirst Corp. | | | 115 | | | | 11,179 | |
| | | | | | | | |
| | | | | | | 33,799 | |
COMMUNICATIONS EQUIPMENT — 0.02% | | | | | |
Brocade Communications Systems Inc. | | | 1,406 | | | | 12,949 | |
| | | | | | | | |
| | | | | | | 12,949 | |
COMPUTERS & PERIPHERALS — 3.05% | | | | | |
EMC Corp. | | | 12,084 | | | | 354,061 | |
Western Digital Corp. | | | 13,872 | | | | 1,384,842 | |
| | | | | | | | |
| | | | | | | 1,738,903 | |
CONSUMER FINANCE — 1.65% | | | | | | | | |
Cash America International Inc. | | | 21,166 | | | | 939,559 | |
| | | | | | | | |
| | | | | | | 939,559 | |
| | | | | | | | |
Security | | Shares | | | Value | |
DIVERSIFIED FINANCIAL SERVICES — 0.37% | | | | | |
CBOE Holdings Inc. | | | 4,329 | | | $ | 209,827 | |
| | | | | | | | |
| | | | | | | 209,827 | |
DIVERSIFIED TELECOMMUNICATION SERVICES — 1.98% | |
AT&T Inc. | | | 31,724 | | | | 1,129,057 | |
| | | | | | | | |
| | | | | | | 1,129,057 | |
ELECTRIC UTILITIES — 2.03% | | | | | | | | |
ALLETE Inc. | | | 648 | | | | 30,404 | |
Duke Energy Corp. | | | 2,195 | | | | 158,325 | |
Great Plains Energy Inc. | | | 2,774 | | | | 68,767 | |
IDACORP Inc. | | | 498 | | | | 26,668 | |
Northeast Utilities | | | 995 | | | | 43,681 | |
Pinnacle West Capital Corp. | | | 14,830 | | | | 793,257 | |
Portland General Electric Co. | | | 1,091 | | | | 34,836 | |
| | | | | | | | |
| | | | | | | 1,155,938 | |
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS — 0.50% | |
AVX Corp. | | | 4,712 | | | | 64,083 | |
Dolby Laboratories Inc. Class Aa | | | 1,710 | | | | 76,334 | |
Tech Data Corp.a | | | 2,310 | | | | 145,045 | |
| | | | | | | | |
| | | | | | | 285,462 | |
ENERGY EQUIPMENT & SERVICES — 1.42% | | | | | |
Patterson-UTI Energy Inc. | | | 7,410 | | | | 254,533 | |
RPC Inc. | | | 7,182 | | | | 161,595 | |
Unit Corp.a | | | 6,234 | | | | 394,924 | |
| | | | | | | | |
| | | | | | | 811,052 | |
FOOD & STAPLES RETAILING — 2.31% | | | | | |
Costco Wholesale Corp. | | | 680 | | | | 79,927 | |
CVS Caremark Corp. | | | 1,482 | | | | 113,166 | |
Fresh Market Inc. (The)a,b | | | 490 | | | | 14,666 | |
Wal-Mart Stores Inc. | | | 15,083 | | | | 1,109,807 | |
| | | | | | | | |
| | | | | | | 1,317,566 | |
FOOD PRODUCTS — 5.83% | | | | | | | | |
Archer-Daniels-Midland Co. | | | 28,116 | | | | 1,304,582 | |
Bunge Ltd. | | | 7,553 | | | | 595,479 | |
Fresh Del Monte Produce Inc.b | | | 3,078 | | | | 92,155 | |
Hershey Co. (The) | | | 10,138 | | | | 893,665 | |
Hormel Foods Corp. | | | 2,474 | | | | 111,973 | |
Ingredion Inc. | | | 306 | | | | 22,531 | |
J.M. Smucker Co. (The) | | | 2,681 | | | | 267,135 | |
Lancaster Colony Corp. | | | 430 | | | | 37,560 | |
| | | | | | | | |
| | | | | | | 3,325,080 | |
| | |
24 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Schedule of Investments (Continued)
iSHARES® ENHANCED U.S. LARGE-CAP ETF
July 31, 2014
| | | | | | | | |
Security | | Shares | | | Value | |
GAS UTILITIES — 0.50% | | | | | | | | |
AGL Resources Inc. | | | 721 | | | $ | 37,233 | |
Atmos Energy Corp. | | | 4,057 | | | | 196,034 | |
New Jersey Resources Corp. | | | 748 | | | | 38,208 | |
Piedmont Natural Gas Co. | | | 315 | | | | 10,927 | |
| | | | | | | | |
| | | | | | | 282,402 | |
HEALTH CARE EQUIPMENT & SUPPLIES — 5.13% | |
Abbott Laboratories | | | 25,650 | | | | 1,080,378 | |
Becton, Dickinson and Co. | | | 2,597 | | | | 301,875 | |
C.R. Bard Inc. | | | 5,569 | | | | 831,062 | |
Medtronic Inc. | | | 2,471 | | | | 152,559 | |
Stryker Corp. | | | 6,106 | | | | 487,076 | |
Thoratec Corp.a | | | 2,242 | | | | 72,865 | |
| | | | | | | | |
| | | | | | | 2,925,815 | |
HEALTH CARE PROVIDERS & SERVICES — 2.94% | |
Aetna Inc. | | | 823 | | | | 63,807 | |
Cardinal Health Inc. | | | 952 | | | | 68,211 | |
Chemed Corp.b | | | 1,098 | | | | 111,831 | |
Henry Schein Inc.a,b | | | 553 | | | | 64,286 | |
Humana Inc. | | | 318 | | | | 37,413 | |
McKesson Corp. | | | 196 | | | | 37,605 | |
WellPoint Inc. | | | 11,754 | | | | 1,290,707 | |
| | | | | | | | |
| | | | | | | 1,673,860 | |
HOTELS, RESTAURANTS & LEISURE — 2.58% | |
Buffalo Wild Wings Inc.a | | | 5,499 | | | | 799,115 | |
Carnival Corp. | | | 8,246 | | | | 298,670 | |
Cheesecake Factory Inc. (The) | | | 1,828 | | | | 78,385 | |
Chipotle Mexican Grill Inc.a | | | 39 | | | | 26,228 | |
McDonald’s Corp. | | | 1,490 | | | | 140,894 | |
Panera Bread Co. Class Aa,b | | | 297 | | | | 43,748 | |
Starbucks Corp. | | | 982 | | | | 76,282 | |
Yum! Brands Inc. | | | 146 | | | | 10,132 | |
| | | | | | | | |
| | | | | | | 1,473,454 | |
HOUSEHOLD PRODUCTS — 2.04% | | | | | |
Kimberly-Clark Corp. | | | 9,268 | | | | 962,667 | |
Procter & Gamble Co. (The) | | | 2,619 | | | | 202,501 | |
| | | | | | | | |
| | | | | | | 1,165,168 | |
INSURANCE — 12.62% | | | | | | | | |
ACE Ltd. | | | 10,361 | | | | 1,037,136 | |
Aflac Inc. | | | 18,429 | | | | 1,100,948 | |
Allied World Assurance Co. Holdings Ltd. | | | 19,596 | | | | 705,652 | |
American Financial Group Inc. | | | 2,980 | | | | 166,850 | |
Aspen Insurance Holdings Ltd. | | | 2,166 | | | | 86,662 | |
Assurant Inc. | | | 2,200 | | | | 139,392 | |
| | | | | | | | |
Security | | Shares | | | Value | |
Axis Capital Holdings Ltd. | | | 15,542 | | | $ | 670,637 | |
Endurance Specialty Holdings Ltd. | | | 1,938 | | | | 102,501 | |
Everest Re Group Ltd. | | | 1,834 | | | | 285,939 | |
HCC Insurance Holdings Inc. | | | 4,788 | | | | 223,504 | |
PartnerRe Ltd. | | | 4,182 | | | | 436,433 | |
Reinsurance Group of America Inc. | | | 15,960 | | | | 1,280,950 | |
RenaissanceRe Holdings Ltd. | | | 452 | | | | 44,210 | |
Symetra Financial Corp. | | | 11,235 | | | | 256,158 | |
Torchmark Corp. | | | 6,584 | | | | 347,240 | |
Validus Holdings Ltd. | | | 8,507 | | | | 310,761 | |
| | | | | | | | |
| | | | | | | 7,194,973 | |
INTERNET & CATALOG RETAIL — 1.18% | | | | | |
Amazon.com Inc.a | | | 2,153 | | | | 673,867 | |
| | | | | | | | |
| | | | | | | 673,867 | |
INTERNET SOFTWARE & SERVICES — 5.33% | | | | | |
Akamai Technologies Inc.a | | | 1,292 | | | | 76,254 | |
eBay Inc.a | | | 23,053 | | | | 1,217,198 | |
Google Inc. Class Aa | | | 1,054 | | | | 610,846 | |
Google Inc. Class Ca | | | 1,990 | | | | 1,137,484 | |
| | | | | | | | |
| | | | | | | 3,041,782 | |
IT SERVICES — 1.44% | | | | | | | | |
Amdocs Ltd. | | | 7,745 | | | | 351,158 | |
Automatic Data Processing Inc. | | | 1,544 | | | | 125,543 | |
Total System Services Inc. | | | 10,830 | | | | 346,560 | |
| | | | | | | | |
| | | | | | | 823,261 | |
MEDIA — 0.06% | | | | | | | | |
Madison Square Garden Inc. Class Aa | | | 536 | | | | 31,806 | |
| | | | | | | | |
| | | | | | | 31,806 | |
MULTI-UTILITIES — 6.00% | | | | | | | | |
Alliant Energy Corp. | | | 3,002 | | | | 169,613 | |
Avista Corp. | | | 1,134 | | | | 35,188 | |
Consolidated Edison Inc. | | | 15,086 | | | | 846,174 | |
DTE Energy Co. | | | 15,209 | | | | 1,122,728 | |
NorthWestern Corp. | | | 714 | | | | 33,001 | |
PG&E Corp. | | | 20,783 | | | | 928,377 | |
Public Service Enterprise Group Inc. | | | 8,094 | | | | 284,666 | |
| | | | | | | | |
| | | | | | | 3,419,747 | |
MULTILINE RETAIL — 0.80% | | | | | | | | |
Kohl’s Corp. | | | 1,261 | | | | 67,514 | |
Target Corp. | | | 6,527 | | | | 388,944 | |
| | | | | | | | |
| | | | | | | 456,458 | |
OIL, GAS & CONSUMABLE FUELS — 12.35% | | | | | |
Apache Corp. | | | 11,472 | | | | 1,177,715 | |
Chevron Corp. | | | 9,286 | | | | 1,200,123 | |
| | | | |
SCHEDULESOF INVESTMENTS | | | 25 | |
Schedule of Investments (Continued)
iSHARES® ENHANCED U.S. LARGE-CAP ETF
July 31, 2014
| | | | | | | | |
Security | | Shares | | | Value | |
EOG Resources Inc. | | | 11,234 | | | $ | 1,229,449 | |
Exxon Mobil Corp. | | | 11,952 | | | | 1,182,531 | |
Murphy Oil Corp. | | | 17,665 | | | | 1,097,526 | |
Occidental Petroleum Corp. | | | 11,817 | | | | 1,154,639 | |
| | | | | | | | |
| | | | | | | 7,041,983 | |
PHARMACEUTICALS — 5.77% | | | | | | | | |
Johnson & Johnson | | | 11,921 | | | | 1,193,173 | |
Merck & Co. Inc. | | | 20,634 | | | | 1,170,773 | |
Pfizer Inc. | | | 32,300 | | | | 927,010 | |
| | | | | | | | |
| | | | | | | 3,290,956 | |
REAL ESTATE INVESTMENT TRUSTS (REITS) — 0.37% | |
Invesco Mortgage Capital Inc. | | | 12,583 | | | | 213,659 | |
| | | | | | | | |
| | | | | | | 213,659 | |
ROAD & RAIL — 0.19% | | | | | | | | |
Werner Enterprises Inc. | | | 4,294 | | | | 105,547 | |
| | | | | | | | |
| | | | | | | 105,547 | |
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT — 3.56% | |
Broadcom Corp. Class A | | | 12,050 | | | | 461,033 | |
Intel Corp. | | | 45,099 | | | | 1,528,405 | |
Maxim Integrated Products Inc. | | | 1,444 | | | | 42,324 | |
| | | | | | | | |
| | | | | | | 2,031,762 | |
SOFTWARE — 2.80% | | | | | | | | |
FactSet Research Systems Inc. | | | 258 | | | | 30,993 | |
Intuit Inc. | | | 1,637 | | | | 134,185 | |
Microsoft Corp. | | | 31,580 | | | | 1,362,993 | |
Synopsys Inc.a | | | 375 | | | | 14,164 | |
VMware Inc. Class Aa,b | | | 527 | | | | 52,363 | |
| | | | | | | | |
| | | | | | | 1,594,698 | |
SPECIALTY RETAIL — 6.29% | | | | | | | | |
Bed Bath & Beyond Inc.a | | | 471 | | | | 29,809 | |
GameStop Corp. Class Ab | | | 21,207 | | | | 890,058 | |
O’Reilly Automotive Inc.a | | | 8,781 | | | | 1,317,150 | |
Outerwall Inc.a,b | | | 1,009 | | | | 55,515 | |
PetSmart Inc. | | | 3,534 | | | | 240,807 | |
Ross Stores Inc. | | | 639 | | | | 41,152 | |
TJX Companies Inc. (The) | | | 19,040 | | | | 1,014,641 | |
| | | | | | | | |
| | | | | | | 3,589,132 | |
TEXTILES, APPAREL & LUXURY GOODS — 0.05% | |
Deckers Outdoor Corp.a | | | 334 | | | | 29,562 | |
| | | | | | | | |
| | | | | | | 29,562 | |
| | | | | | | | |
TOTAL COMMON STOCKS (Cost: $52,988,917) | | | | 56,871,745 | |
| | | | | | | | |
Security | | Shares | | | Value | |
SHORT-TERM INVESTMENTS — 1.06% | | | | | |
| |
MONEY MARKET FUNDS — 1.06% | | | | | |
BlackRock Cash Funds: Institutional, SL Agency Shares | | | | | | | | |
0.14%c,d,e | | | 470,511 | | | $ | 470,511 | |
BlackRock Cash Funds: Prime, SL Agency Shares | | | | | | | | |
0.12%c,d,e | | | 29,348 | | | | 29,348 | |
BlackRock Cash Funds: Treasury, SL Agency Shares | | | | | | | | |
0.00%c,d | | | 103,505 | | | | 103,505 | |
| | | | | | | | |
| | | | | | | 603,364 | |
| | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | |
(Cost: $603,364) | | | | 603,364 | |
| | | | | | | | |
TOTAL INVESTMENTS IN SECURITIES — 100.79% | |
(Cost: $53,592,281) | | | | 57,475,109 | |
Other Assets, Less Liabilities — (0.79)% | | | | (447,876 | ) |
| | | | | | | | |
NET ASSETS — 100.00% | | | $ | 57,027,233 | |
| | | | | | | | |
NVS — Non-Voting Shares
a | Non-income earning security. |
b | All or a portion of this security represents a security on loan. See Note 1. |
c | Affiliated issuer. See Note 2. |
d | The rate quoted is the annualized seven-day yield of the fund at period end. |
e | All or a portion of this security represents an investment of securities lending collateral. See Note 1. |
See notes to financial statements.
| | |
26 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Schedule of Investments
iSHARES® ENHANCED U.S. SMALL-CAP ETF
July 31, 2014
| | | | | | | | |
Security | | Shares | | | Value | |
COMMON STOCKS — 99.88% | | | | | | | | |
| | |
AEROSPACE & DEFENSE — 1.74% | | | | | | | | |
Engility Holdings Inc.a | | | 6,652 | | | $ | 229,893 | |
| | | | | | | | |
| | | | | | | 229,893 | |
AIRLINES — 1.48% | |
Allegiant Travel Co. | | | 1,655 | | | | 194,893 | |
| | | | | | | | |
| | | | | | | 194,893 | |
BIOTECHNOLOGY — 0.07% | |
Intercept Pharmaceuticals Inc.a | | | 38 | | | | 8,830 | |
| | | | | | | | |
| | | | | | | 8,830 | |
BUILDING PRODUCTS — 0.09% | |
AAON Inc. | | | 592 | | | | 11,615 | |
| | | | | | | | |
| | | | | | | 11,615 | |
CAPITAL MARKETS — 2.76% | |
Diamond Hill Investment Group Inc. | | | 664 | | | | 84,846 | |
FBR & Co.a | | | 603 | | | | 16,860 | |
GAMCO Investors Inc. Class A | | | 188 | | | | 14,406 | |
Manning & Napier Inc. | | | 14,426 | | | | 247,406 | |
| | | | | | | | |
| | | | | | | 363,518 | |
CHEMICALS — 0.19% | |
Core Molding Technologies Inc.a | �� | | 270 | | | | 3,578 | |
Hawkins Inc. | | | 638 | | | | 21,851 | |
| | | | | | | | |
| | | | | | | 25,429 | |
COMMERCIAL BANKS — 4.46% | |
1st Source Corp. | | | 198 | | | | 5,621 | |
American National Bankshares Inc. | | | 531 | | | | 11,422 | |
Arrow Financial Corp. | | | 836 | | | | 21,234 | |
BancFirst Corp. | | | 234 | | | | 14,251 | |
Bank of Marin Bancorp | | | 270 | | | | 12,101 | |
BSB Bancorp Inc.a | | | 333 | | | | 5,724 | |
Camden National Corp. | | | 306 | | | | 10,842 | |
Century Bancorp Inc. Class A | | | 117 | | | | 4,097 | |
City Holding Co. | | | 450 | | | | 18,743 | |
CNB Financial Corp. | | | 279 | | | | 4,612 | |
Community Trust Bancorp Inc. | | | 800 | | | | 27,992 | |
First Financial Corp. | | | 648 | | | | 19,868 | |
First Interstate BancSystem Inc. | | | 4,934 | | | | 128,777 | |
First of Long Island Corp. (The) | | | 252 | | | | 8,865 | |
Great Southern Bancorp Inc. | | | 297 | | | | 9,260 | |
Heritage Financial Corp. | | | 1,468 | | | | 23,356 | |
Horizon Bancorp | | | 270 | | | | 5,756 | |
Lakeland Financial Corp. | | | 648 | | | | 23,581 | |
Merchants Bancshares Inc. | | | 297 | | | | 8,631 | |
| | | | | | | | |
Security | | Shares | | | Value | |
Northrim BanCorp Inc. | | | 333 | | | $ | 8,159 | |
Premier Financial Bancorp Inc. | | | 297 | | | | 4,645 | |
Renasant Corp. | | | 557 | | | | 15,819 | |
S&T Bancorp Inc. | | | 324 | | | | 7,883 | |
Simmons First National Corp. Class A | | | 1,062 | | | | 42,087 | |
State Bank Financial Corp. | | | 1,701 | | | | 28,084 | |
Stock Yards Bancorp Inc. | | | 494 | | | | 14,459 | |
Suffolk Bancorpa | | | 801 | | | | 16,220 | |
Tompkins Financial Corp. | | | 342 | | | | 15,212 | |
Trustmark Corp. | | | 1,250 | | | | 28,788 | |
Univest Corp. of Pennsylvania | | | 441 | | | | 8,344 | |
WesBanco Inc. | | | 1,116 | | | | 33,346 | |
| | | | | | | | |
| | | | | | | 587,779 | |
COMMERCIAL SERVICES & SUPPLIES — 0.85% | |
Brady Corp. Class A | | | 180 | | | | 4,707 | |
Courier Corp. | | | 1,745 | | | | 22,772 | |
Intersections Inc. | | | 4,675 | | | | 17,251 | |
Kimball International Inc. Class B | | | 2,664 | | | | 42,011 | |
McGrath RentCorp | | | 108 | | | | 3,732 | |
Swisher Hygiene Inc.a | | | 1,498 | | | | 5,977 | |
UniFirst Corp. | | | 158 | | | | 15,359 | |
| | | | | | | | |
| | | | | | | 111,809 | |
COMMUNICATIONS EQUIPMENT — 0.98% | |
Aruba Networks Inc.a | | | 6,639 | | | | 118,572 | |
ClearOne Inc.a | | | 692 | | | | 6,671 | |
Novatel Wireless Inc.a | | | 1,935 | | | | 3,638 | |
| | | | | | | | |
| | | | | | | 128,881 | |
COMPUTERS & PERIPHERALS — 1.31% | |
Lexmark International Inc. Class A | | | 3,609 | | | | 173,340 | |
| | | | | | | | |
| | | | | | | 173,340 | |
CONSTRUCTION & ENGINEERING — 1.14% | |
Argan Inc. | | | 4,247 | | | | 143,973 | |
Northwest Pipe Co.a,b | | | 183 | | | | 6,561 | |
| | | | | | | | |
| | | | | | | 150,534 | |
CONSUMER FINANCE — 3.86% | |
Cash America International Inc. | | | 7,172 | | | | 318,365 | |
QC Holdings Inc. | | | 1,399 | | | | 3,540 | |
World Acceptance Corp.a,b | | | 2,314 | | | | 187,619 | |
| | | | | | | | |
| | | | | | | 509,524 | |
CONTAINERS & PACKAGING — 0.04% | |
UFP Technologies Inc.a | | | 189 | | | | 4,772 | |
| | | | | | | | |
| | | | | | | 4,772 | |
DISTRIBUTORS — 0.43% | |
Core-Mark Holding Co. Inc. | | | 1,204 | | | | 56,829 | |
| | | | | | | | |
| | | | | | | 56,829 | |
| | | | |
SCHEDULESOF INVESTMENTS | | | 27 | |
Schedule of Investments (Continued)
iSHARES® ENHANCED U.S. SMALL-CAP ETF
July 31, 2014
| | | | | | | | |
Security | | Shares | | | Value | |
DIVERSIFIED CONSUMER SERVICES — 0.94% | |
Capella Education Co. | | | 1,143 | | | $ | 73,106 | |
K12 Inc.a | | | 267 | | | | 6,224 | |
Steiner Leisure Ltd.a | | | 153 | | | | 6,106 | |
Strayer Education Inc.a | | | 751 | | | | 38,917 | |
| | | | | | | | |
| | | | | | | 124,353 | |
DIVERSIFIED FINANCIAL SERVICES — 0.13% | |
MicroFinancial Inc. | | | 2,250 | | | | 17,190 | |
| | | | | | | | |
| | | | | | | 17,190 | |
DIVERSIFIED TELECOMMUNICATION SERVICES — 0.09% | |
Inteliquent Inc. | | | 1,066 | | | | 11,310 | |
| | | | | | | | |
| | | | | | | 11,310 | |
ELECTRIC UTILITIES — 4.27% | |
ALLETE Inc. | | | 196 | | | | 9,196 | |
El Paso Electric Co. | | | 4,970 | | | | 183,144 | |
Empire District Electric Co. (The) | | | 3,762 | | | | 92,207 | |
MGE Energy Inc. | | | 2,722 | | | | 102,402 | |
Otter Tail Corp. | | | 4,383 | | | | 122,549 | |
Unitil Corp. | | | 1,674 | | | | 53,568 | |
| | | | | | | | |
| | | | | | | 563,066 | |
ELECTRICAL EQUIPMENT — 0.07% | |
Preformed Line Products Co. | | | 180 | | | | 9,754 | |
| | | | | | | | |
| | | | | | | 9,754 | |
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS — 2.22% | |
AVX Corp. | | | 2,333 | | | | 31,729 | |
Dolby Laboratories Inc. Class Aa | | | 1,755 | | | | 78,343 | |
Electro Rent Corp. | | | 1,521 | | | | 23,195 | |
Mesa Laboratories Inc. | | | 53 | | | | 4,053 | |
Multi-Fineline Electronix Inc.a | | | 404 | | | | 3,943 | |
OSI Systems Inc.a | | | 114 | | | | 7,558 | |
PC Connection Inc. | | | 666 | | | | 13,607 | |
RadiSys Corp.a | | | 1,809 | | | | 5,861 | |
ScanSource Inc.a | | | 1,513 | | | | 54,181 | |
Tech Data Corp.a | | | 1,010 | | | | 63,418 | |
TTM Technologies Inc.a | | | 918 | | | | 6,894 | |
| | | | | | | | |
| | | | | | | 292,782 | |
ENERGY EQUIPMENT & SERVICES — 2.90% | |
Dawson Geophysical Co. | | | 3,005 | | | | 75,425 | |
Mitcham Industries Inc.a | | | 252 | | | | 3,268 | |
Natural Gas Services Group Inc.a | | | 594 | | | | 18,533 | |
Unit Corp.a | | | 4,499 | | | | 285,012 | |
| | | | | | | | |
| | | | | | | 382,238 | |
| | | | | | | | |
Security | | Shares | | | Value | |
FOOD & STAPLES RETAILING — 4.13% | |
Andersons Inc. (The) | | | 4,076 | | | $ | 220,185 | |
Fresh Market Inc. (The)a,b | | | 8,657 | | | | 259,104 | |
SpartanNash Co. | | | 1,530 | | | | 32,069 | |
Village Super Market Inc. Class A | | | 243 | | | | 5,715 | |
Weis Markets Inc. | | | 639 | | | | 27,260 | |
| | | | | | | | |
| | | | | | | 544,333 | |
FOOD PRODUCTS — 0.75% | |
Fresh Del Monte Produce Inc. | | | 2,110 | | | | 63,173 | |
J&J Snack Foods Corp. | | | 44 | | | | 3,964 | |
John B. Sanfilippo & Son Inc. | | | 558 | | | | 14,759 | |
Lancaster Colony Corp. | | | 89 | | | | 7,774 | |
Omega Protein Corp.a | | | 279 | | | | 3,912 | |
Rocky Mountain Chocolate Factory Inc. | | | 459 | | | | 5,875 | |
| | | | | | | | |
| | | | | | | 99,457 | |
GAS UTILITIES — 0.94% | |
Chesapeake Utilities Corp. | | | 1,233 | | | | 80,256 | |
Delta Natural Gas Co. Inc. | | | 225 | | | | 4,410 | |
Gas Natural Inc. | | | 756 | | | | 9,745 | |
Northwest Natural Gas Co. | | | 688 | | | | 29,735 | |
| | | | | | | | |
| | | | | | | 124,146 | |
HEALTH CARE EQUIPMENT & SUPPLIES — 2.45% | |
Align Technology Inc.a | | | 66 | | | | 3,578 | |
CryoLife Inc. | | | 873 | | | | 8,599 | |
Cyberonics Inc.a | | | 491 | | | | 29,200 | |
DexCom Inc.a | | | 2,179 | | | | 82,105 | |
Exactech Inc.a | | | 234 | | | | 5,321 | |
ICU Medical Inc.a | | | 1,503 | | | | 87,550 | |
Medical Action Industries Inc.a | | | 1,772 | | | | 24,453 | |
Natus Medical Inc.a | | | 1,422 | | | | 40,911 | |
Vascular Solutions Inc.a | | | 1,701 | | | | 41,964 | |
| | | | | | | | |
| | | | | | | 323,681 | |
HEALTH CARE PROVIDERS & SERVICES — 3.41% | |
Addus HomeCare Corp.a | | | 1,386 | | | | 30,686 | |
Almost Family Inc.a | | | 702 | | | | 16,455 | |
BioTelemetry Inc.a | | | 1,272 | | | | 9,158 | |
Chemed Corp.b | | | 1,332 | | | | 135,664 | |
CorVel Corp.a | | | 1,474 | | | | 59,373 | |
LHC Group Inc.a | | | 1,062 | | | | 24,936 | |
Magellan Health Inc.a | | | 880 | | | | 50,688 | |
Owens & Minor Inc. | | | 252 | | | | 8,339 | |
Triple-S Management Corp. Class Ba | | | 6,031 | | | | 104,216 | |
U.S. Physical Therapy Inc. | | | 306 | | | | 10,691 | |
| | | | | | | | |
| | | | | | | 450,206 | |
| | |
28 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Schedule of Investments (Continued)
iSHARES® ENHANCED U.S. SMALL-CAP ETF
July 31, 2014
| | | | | | | | |
Security | | Shares | | | Value | |
HOTELS, RESTAURANTS & LEISURE — 7.65% | |
Ark Restaurants Corp. | | | 656 | | | $ | 13,979 | |
Bob Evans Farms Inc. | | | 5,356 | | | | 254,464 | |
Buffalo Wild Wings Inc.a | | | 1,764 | | | | 256,344 | |
Cheesecake Factory Inc. (The) | | | 1,737 | | | | 74,483 | |
Frisch’s Restaurants Inc. | | | 396 | | | | 9,365 | |
Hyatt Hotels Corp. Class Aa,b | | | 3,836 | | | | 225,672 | |
Multimedia Games Holding Co. Inc.a | | | 3,219 | | | | 77,642 | |
Red Robin Gourmet Burgers Inc.a | | | 74 | | | | 4,763 | |
Rick’s Cabaret International Inc.a | | | 360 | | | | 3,989 | |
Texas Roadhouse Inc. | | | 3,537 | | | | 88,001 | |
| | | | | | | | |
| | | | | | | 1,008,702 | |
HOUSEHOLD DURABLES — 0.25% | |
CSS Industries Inc. | | | 1,322 | | | | 32,640 | |
| | | | | | | | |
| | | | | | | 32,640 | |
HOUSEHOLD PRODUCTS — 0.15% | |
Oil-Dri Corp. of America | | | 297 | | | | 8,664 | |
Orchids Paper Products Co. | | | 396 | | | | 10,454 | |
| | | | | | | | |
| | | | | | | 19,118 | |
INSURANCE — 13.06% | |
American Equity Investment Life Holding Co. | | | 1,343 | | | | 29,734 | |
American National Insurance Co. | | | 103 | | | | 11,227 | |
Amerisafe Inc. | | | 90 | | | | 3,294 | |
Argo Group International Holdings Ltd. | | | 218 | | | | 10,859 | |
Aspen Insurance Holdings Ltd. | | | 6,031 | | | | 241,300 | |
EMC Insurance Group Inc. | | | 725 | | | | 21,337 | |
Endurance Specialty Holdings Ltd. | | | 3,853 | | | | 203,785 | |
FBL Financial Group Inc. Class A | | | 763 | | | | 32,641 | |
Federated National Holding Co. | | | 1,318 | | | | 26,584 | |
HCI Group Inc. | | | 1,199 | | | | 47,840 | |
Horace Mann Educators Corp. | | | 4,853 | | | | 139,039 | |
Infinity Property and Casualty Corp. | | | 408 | | | | 26,422 | |
Kansas City Life Insurance Co. | | | 593 | | | | 25,896 | |
Maiden Holdings Ltd. | | | 6,363 | | | | 73,047 | |
National Western Life Insurance Co. Class A | | | 945 | | | | 227,745 | |
Navigators Group Inc. (The)a | | | 846 | | | | 51,437 | |
OneBeacon Insurance Group Ltd. Class A | | | 216 | | | | 3,197 | |
Protective Life Corp. | | | 1,408 | | | | 97,687 | |
Safety Insurance Group Inc. | | | 723 | | | | 36,157 | |
StanCorp Financial Group Inc. | | | 63 | | | | 3,802 | |
Symetra Financial Corp. | | | 13,920 | | | | 317,376 | |
| | | | | | | | |
Security | | Shares | | | Value | |
United Fire Group Inc. | | | 1,143 | | | $ | 32,301 | |
Universal Insurance Holdings Inc. | | | 4,986 | | | | 60,131 | |
| | | | | | | | |
| | | | | | | 1,722,838 | |
INTERNET & CATALOG RETAIL �� 1.97% | |
1-800-FLOWERS.COM Inc. Class Aa | | | 1,611 | | | | 8,248 | |
Blue Nile Inc.a | | | 2,295 | | | | 59,096 | |
NutriSystem Inc. | | | 4,417 | | | | 70,893 | |
PetMed Express Inc. | | | 3,574 | | | | 48,964 | |
Shutterfly Inc.a | | | 1,464 | | | | 72,205 | |
| | | | | | | | |
| | | | | | | 259,406 | |
INTERNET SOFTWARE & SERVICES — 1.75% | |
Carbonite Inc.a | | | 918 | | | | 8,932 | |
Cornerstone OnDemand Inc.a,b | | | 503 | | | | 21,045 | |
Envestnet Inc.a | | | 2,367 | | | | 103,225 | |
Marchex Inc. Class B | | | 3,644 | | | | 40,084 | |
Travelzoo Inc.a | | | 1,899 | | | | 32,739 | |
United Online Inc. | | | 2,321 | | | | 24,858 | |
| | | | | | | | |
| | | | | | | 230,883 | |
IT SERVICES — 2.41% | |
CACI International Inc. Class Aa,b | | | 324 | | | | 22,353 | |
CSG Systems International Inc. | | | 963 | | | | 25,076 | |
Global Cash Access Inc.a | | | 9,780 | | | | 81,859 | |
Innodata Inc.a | | | 1,161 | | | | 3,529 | |
ManTech International Corp. Class A | | | 6,848 | | | | 184,896 | |
| | | | | | | | |
| | | | | | | 317,713 | |
LEISURE EQUIPMENT & PRODUCTS — 0.03% | |
Johnson Outdoors Inc. Class A | | | 143 | | | | 3,298 | |
| | | | | | | | |
| | | | | | | 3,298 | |
MACHINERY — 0.12% | |
Briggs & Stratton Corp. | | | 534 | | | | 9,788 | |
L.B. Foster Co. Class A | | | 131 | | | | 6,111 | |
| | | | | | | | |
| | | | | | | 15,899 | |
MEDIA — 1.88% | |
Harte-Hanks Inc. | | | 2,484 | | | | 16,295 | |
Martha Stewart Living Omnimedia Inc. Class Aa | | | 11,024 | | | | 49,718 | |
Rentrak Corp.a | | | 3,195 | | | | 158,600 | |
Scholastic Corp. | | | 660 | | | | 23,377 | |
| | | | | | | | |
| | | | | | | 247,990 | |
METALS & MINING — 0.59% | |
Golden Minerals Co.a,b | | | 12,096 | | | | 14,394 | |
Golden Star Resources Ltd.a,b | | | 13,247 | | | | 7,142 | |
Schnitzer Steel Industries Inc. Class A | | | 1,947 | | | | 52,004 | |
Vista Gold Corp.a | | | 7,740 | | | | 3,560 | |
| | | | | | | | |
| | | | | | | 77,100 | |
| | | | |
SCHEDULESOF INVESTMENTS | | | 29 | |
Schedule of Investments (Continued)
iSHARES® ENHANCED U.S. SMALL-CAP ETF
July 31, 2014
| | | | | | | | |
Security | | Shares | | | Value | |
MULTI-UTILITIES — 0.02% | |
Vectren Corp. | | | 79 | | | $ | 3,009 | |
| | | | | | | | |
| | | | | | | 3,009 | |
MULTILINE RETAIL — 0.15% | |
Fred’s Inc. Class A | | | 1,260 | | | | 19,946 | |
| | | | | | | | |
| | | | | | | 19,946 | |
OIL, GAS & CONSUMABLE FUELS — 2.30% | |
Apco Oil and Gas International Inc.a | | | 487 | | | | 6,726 | |
Contango Oil & Gas Co.a | | | 3,340 | | | | 134,368 | |
Matador Resources Co.a,b | | | 132 | | | | 3,569 | |
VAALCO Energy Inc.a | | | 23,077 | | | | 159,231 | |
| | | | | | | | |
| | | | | | | 303,894 | |
PAPER & FOREST PRODUCTS — 0.45% | |
Schweitzer-Mauduit International Inc. | | | 1,461 | | | | 59,653 | |
| | | | | | | | |
| | | | | | | 59,653 | |
PERSONAL PRODUCTS — 1.64% | |
Medifast Inc.a | | | 3,762 | | | | 108,007 | |
Nutraceutical International Corp.a | | | 477 | | | | 11,009 | |
USANA Health Sciences Inc.a | | | 1,514 | | | | 96,669 | |
| | | | | | | | |
| | | | | | | 215,685 | |
PHARMACEUTICALS — 0.58% | |
SciClone Pharmaceuticals Inc.a | | | 15,795 | | | | 76,132 | |
| | | | | | | | |
| | | | | | | 76,132 | |
PROFESSIONAL SERVICES — 2.87% | |
Barrett Business Services Inc. | | | 882 | | | | 50,345 | |
CRA International Inc.a | | | 1,143 | | | | 27,295 | |
ICF International Inc.a | | | 774 | | | | 26,757 | |
RPX Corp.a | | | 16,287 | | | | 254,077 | |
VSE Corp. | | | 333 | | | | 19,837 | |
| | | | | | | | |
| | | | | | | 378,311 | |
REAL ESTATE INVESTMENT TRUSTS (REITS) — 2.45% | |
Agree Realty Corp. | | | 221 | | | | 6,471 | |
Chesapeake Lodging Trust | | | 114 | | | | 3,383 | |
DuPont Fabros Technology Inc.b | | | 385 | | | | 10,553 | |
Invesco Mortgage Capital Inc. | | | 6,119 | | | | 103,901 | |
LTC Properties Inc. | | | 479 | | | | 18,360 | |
Select Income REIT | | | 6,505 | | | | 180,514 | |
| | | | | | | | |
| | | | | | | 323,182 | |
ROAD & RAIL — 1.43% | |
Knight Transportation Inc. | | | 594 | | | | 14,232 | |
Marten Transport Ltd. | | | 3,662 | | | | 74,119 | |
Werner Enterprises Inc. | | | 4,068 | | | | 99,992 | |
| | | | | | | | |
| | | | | | | 188,343 | |
| | | | | | | | |
Security | | Shares | | | Value | |
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT — 4.73% | |
Cirrus Logic Inc.a | | | 13,323 | | | $ | 298,835 | |
Integrated Silicon Solution Inc. | | | 522 | | | | 7,632 | |
Pericom Semiconductor Corp.a | | | 891 | | | | 7,867 | |
PMC-Sierra Inc.a | | | 27,031 | | | | 181,918 | |
Power Integrations Inc. | | | 1,489 | | | | 80,153 | |
Semtech Corp.a | | | 2,133 | | | | 47,630 | |
| | | | | | | | |
| | | | | | | 624,035 | |
SOFTWARE — 3.16% | |
AVG Technologiesa | | | 7,438 | | | | 126,446 | |
Digimarc Corp. | | | 153 | | | | 3,880 | |
Pegasystems Inc. | | | 9,836 | | | | 210,195 | |
TeleCommunication Systems Inc.a | | | 7,784 | | | | 24,520 | |
TiVo Inc.a | | | 1,709 | | | | 23,003 | |
VirnetX Holding Corp.a,b | | | 2,061 | | | | 28,813 | |
| | | | | | | | |
| | | | | | | 416,857 | |
SPECIALTY RETAIL — 3.83% | |
Aaron’s Inc. | | | 743 | | | | 19,600 | |
Children’s Place Inc. (The) | | | 5,537 | | | | 277,957 | |
Guess? Inc. | | | 107 | | | | 2,783 | |
hhgregg Inc.a,b | | | 1,269 | | | | 9,023 | |
Kirkland’s Inc.a | | | 954 | | | | 17,945 | |
Men’s Wearhouse Inc. (The) | | | 1,863 | | | | 93,746 | |
Outerwall Inc.a,b | | | 823 | | | | 45,282 | |
Tilly’s Inc. Class Aa | | | 2,987 | | | | 22,612 | |
Winmark Corp. | | | 243 | | | | 15,909 | |
| | | | | | | | |
| | | | | | | 504,857 | |
TEXTILES, APPAREL & LUXURY GOODS — 1.07% | |
Columbia Sportswear Co. | | | 278 | | | | 20,783 | |
Deckers Outdoor Corp.a | | | 1,303 | | | | 115,329 | |
Perry Ellis International Inc.a | | | 270 | | | | 4,968 | |
| | | | | | | | |
| | | | | | | 141,080 | |
THRIFTS & MORTGAGE FINANCE — 1.13% | |
First Defiance Financial Corp. | | | 891 | | | | 24,066 | |
Meta Financial Group Inc. | | | 621 | | | | 22,853 | |
Territorial Bancorp Inc. | | | 1,107 | | | | 22,251 | |
United Financial Bancorp Inc. | | | 1,867 | | | | 23,673 | |
Walker & Dunlop Inc.a | | | 4,137 | | | | 56,470 | |
| | | | | | | | |
| | | | | | | 149,313 | |
TRADING COMPANIES & DISTRIBUTORS — 0.03% | |
Rush Enterprises Inc. Class Aa | | | 99 | | | | 3,488 | |
| | | | | | | | |
| | | | | | | 3,488 | |
| | |
30 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Schedule of Investments (Continued)
iSHARES® ENHANCED U.S. SMALL-CAP ETF
July 31, 2014
| | | | | | | | |
Security | | Shares | | | Value | |
WATER UTILITIES — 1.28% | |
American States Water Co. | | | 2,160 | | | $ | 65,988 | |
Artesian Resources Corp. Class A | | | 702 | | | | 15,297 | |
California Water Service Group | | | 1,908 | | | | 43,445 | |
Connecticut Water Service Inc. | | | 432 | | | | 13,776 | |
Middlesex Water Co. | | | 756 | | | | 15,362 | |
York Water Co. (The) | | | 810 | | | | 15,414 | |
| | | | | | | | |
| | | | | | | 169,282 | |
WIRELESS TELECOMMUNICATION SERVICES — 1.20% | |
United States Cellular Corp.a | | | 4,049 | | | | 158,275 | |
| | | | | | | | |
| | | | | | | 158,275 | |
| | | | | | | | |
TOTAL COMMON STOCKS | | | | | |
(Cost: $13,126,411) | | | | 13,171,091 | |
|
SHORT-TERM INVESTMENTS — 5.36% | |
| |
MONEY MARKET FUNDS — 5.36% | | | | | |
BlackRock Cash Funds: Institutional, SL Agency Shares | | | | | |
0.14%c,d,e | | | 654,851 | | | | 654,851 | |
BlackRock Cash Funds: Prime, SL Agency Shares | | | | | |
0.12%c,d,e | | | 40,846 | | | | 40,846 | |
BlackRock Cash Funds: Treasury, SL Agency Shares | | | | | |
0.00%c,d | | | 11,153 | | | | 11,153 | |
| | | | | | | | |
| | | | | | | 706,850 | |
| | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | | | | | |
(Cost: $706,850) | | | | 706,850 | |
| | | | | | | | |
TOTAL INVESTMENTS IN SECURITIES — 105.24% | | | | | |
(Cost: $13,833,261) | | | | | | | 13,877,941 | |
Other Assets, Less Liabilities — (5.24)% | | | | (690,630 | ) |
| | | | | | | | |
NET ASSETS — 100.00% | | | $ | 13,187,311 | |
| | | | | | | | |
a | Non-income earning security. |
b | All or a portion of this security represents a security on loan. See Note 1. |
c | Affiliated issuer. See Note 2. |
d | The rate quoted is the annualized seven-day yield of the fund at period end. |
e | All or a portion of this security represents an investment of securities lending collateral. See Note 1. |
See notes to financial statements.
| | | | |
SCHEDULESOF INVESTMENTS | | | 31 | |
Statements of Assets and Liabilities
iSHARES® U.S. ETF TRUST
July 31, 2014
| | | | | | | | | | | | |
| | iShares Enhanced International Large-Cap ETF | | | iShares Enhanced International Small-Cap ETF | | | iShares Enhanced U.S. Large-Cap ETF | |
| | | |
ASSETS | | | | | | | | | | | | |
Investments, at cost: | | | | | | | | | | | | |
Unaffiliated | | $ | 29,856,612 | | | $ | 9,855,354 | | | $ | 52,988,917 | |
Affiliated (Note 2) | | | 273,530 | | | | 329,697 | | | | 603,364 | |
| | | | | | | | | | | | |
Total cost of investments | | $ | 30,130,142 | | | $ | 10,185,051 | | | $ | 53,592,281 | |
| | | | | | | | | | | | |
Investments in securities, at fair value (including securities on loana) (Note 1): | | | | | | | | | | | | |
Unaffiliated | | $ | 30,464,745 | | | $ | 9,818,883 | | | $ | 56,871,745 | |
Affiliated (Note 2) | | | 273,530 | | | | 329,697 | | | | 603,364 | |
| | | | | | | | | | | | |
Total fair value of investments | | | 30,738,275 | | | | 10,148,580 | | | | 57,475,109 | |
Foreign currency, at valueb | | | 52,909 | | | | 13,746 | | | | — | |
Receivables: | | | | | | | | | | | | |
Due from custodian (Note 4) | | | 381,207 | | | | 2,390 | | | | — | |
Dividends and interest | | | 51,396 | | | | 14,155 | | | | 60,878 | |
| | | | | | | | | | | | |
Total Assets | | | 31,223,787 | | | | 10,178,871 | | | | 57,535,987 | |
| | | | | | | | | | | | |
| | | |
LIABILITIES | | | | | | | | | | | | |
Payables: | | | | | | | | | | | | |
Investment securities purchased | | | 381,207 | | | | 2,390 | | | | — | |
Collateral for securities on loan (Note 1) | | | 258,303 | | | | 295,394 | | | | 499,859 | |
Investment advisory fees (Note 2) | | | 8,782 | | | | 3,372 | | | | 8,895 | |
| | | | | | | | | | | | |
Total Liabilities | | | 648,292 | | | | 301,156 | | | | 508,754 | |
| | | | | | | | | | | | |
| | | |
NET ASSETS | | $ | 30,575,495 | | | $ | 9,877,715 | | | $ | 57,027,233 | |
| | | | | | | | | | | | |
| | | |
Net assets consist of: | | | | | | | | | | | | |
Paid-in capital | | $ | 30,004,182 | | | $ | 9,951,067 | | | $ | 53,362,084 | |
Undistributed net investment income | | | 44,852 | | | | 13,638 | | | | 79,477 | |
Accumulated net realized loss | | | (80,422 | ) | | | (50,227 | ) | | | (297,156 | ) |
Net unrealized appreciation (depreciation) | | | 606,883 | | | | (36,763 | ) | | | 3,882,828 | |
| | | | | | | | | | | | |
NET ASSETS | | $ | 30,575,495 | | | $ | 9,877,715 | | | $ | 57,027,233 | |
| | | | | | | | | | | | |
| | | |
Shares outstandingc | | | 1,200,000 | | | | 400,000 | | | | 1,900,000 | |
| | | | | | | | | | | | |
| | | |
Net asset value per share | | $ | 25.48 | | | $ | 24.69 | | | $ | 30.01 | |
| | | | | | | | | | | | |
a | Securities on loan with values of $243,715, $274,213 and $481,859, respectively. See Note 1. |
b | Cost of foreign currency: $53,407, $13,881 and $ —, respectively. |
c | No par value, unlimited number of shares authorized. |
See notes to financial statements.
| | |
32 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Statements of Assets and Liabilities (Continued)
iSHARES® U.S. ETF TRUST
July 31, 2014
| | | | |
| | iShares Enhanced U.S. Small-Cap ETF | |
| |
ASSETS | | | | |
Investments, at cost: | | | | |
Unaffiliated | | $ | 13,126,411 | |
Affiliated (Note 2) | | | 706,850 | |
| | | | |
Total cost of investments | | $ | 13,833,261 | |
| | | | |
Investments in securities, at fair value (including securities on loana) (Note 1): | | | | |
Unaffiliated | | $ | 13,171,091 | |
Affiliated (Note 2) | | | 706,850 | |
| | | | |
Total fair value of investments | | | 13,877,941 | |
Receivables: | | | | |
Dividends and interest | | | 9,371 | |
| | | | |
Total Assets | | | 13,887,312 | |
| | | | |
| |
LIABILITIES | | | | |
Payables: | | | | |
Collateral for securities on loan (Note 1) | | | 695,697 | |
Investment advisory fees (Note 2) | | | 4,304 | |
| | | | |
Total Liabilities | | | 700,001 | |
| | | | |
| |
NET ASSETS | | $ | 13,187,311 | |
| | | | |
| |
Net assets consist of: | | | | |
Paid-in capital | | $ | 13,183,243 | |
Undistributed net investment income | | | 9,471 | |
Accumulated net realized loss | | | (50,083 | ) |
Net unrealized appreciation | | | 44,680 | |
| | | | |
NET ASSETS | | $ | 13,187,311 | |
| | | | |
| |
Shares outstandingb | | | 450,000 | |
| | | | |
| |
Net asset value per share | | $ | 29.31 | |
| | | | |
a | Securities on loan with a value of $661,747. See Note 1. |
b | No par value, unlimited number of shares authorized. |
See notes to financial statements.
Statements of Operations
iSHARES® U.S. ETF TRUST
Year ended July 31, 2014
| | | | | | | | | | | | |
| | iShares Enhanced International Large-Cap ETFa | | | iShares Enhanced International Small-Cap ETFa | | | iShares Enhanced U.S. Large-Cap ETF | |
| | | |
NET INVESTMENT INCOME | | | | | | | | | | | | |
Dividends — unaffiliatedb | | $ | 488,116 | | | $ | 94,449 | | | $ | 733,435 | |
Interest — affiliated (Note 2) | | | — | | | | — | | | | 5 | |
Securities lending income — affiliated (Note 2) | | | 4,359 | | | | 1,337 | | | | 5,848 | |
| | | | | | | | | | | | |
Total investment income | | | 492,475 | | | | 95,786 | | | | 739,288 | |
| | | | | | | | | | | | |
| | | |
EXPENSES | | | | | | | | | | | | |
Investment advisory fees (Note 2) | | | 31,955 | | | | 12,727 | | | | 64,833 | |
| | | | | | | | | | | | |
Total expenses | | | 31,955 | | | | 12,727 | | | | 64,833 | |
| | | | | | | | | | | | |
Net investment income | | | 460,520 | | | | 83,059 | | | | 674,455 | |
| | | | | | | | | | | | |
| | | |
NET REALIZED AND UNREALIZED GAIN (LOSS) | | | | | | | | | | | | |
Net realized gain (loss) from: | | | | | | | | | | | | |
Investments — unaffiliated | | | (80,422 | ) | | | (50,068 | ) | | | (275,983 | ) |
In-kind redemptions — unaffiliated | | | — | | | | — | | | | 524,921 | |
Foreign currency transactions | | | (2,161 | ) | | | (960 | ) | | | — | |
| | | | | | | | | | | | |
Net realized gain (loss) | | | (82,583 | ) | | | (51,028 | ) | | | 248,938 | |
| | | | | | | | | | | | |
Net change in unrealized appreciation/depreciation on: | | | | | | | | | | | | |
Investments | | | 608,133 | | | | (36,471 | ) | | | 3,481,645 | |
Translation of assets and liabilities in foreign currencies | | | (1,250 | ) | | | (292 | ) | | | — | |
| | | | | | | | | | | | |
Net change in unrealized appreciation/depreciation | | | 606,883 | | | | (36,763 | ) | | | 3,481,645 | |
| | | | | | | | | | | | |
Net realized and unrealized gain (loss) | | | 524,300 | | | | (87,791 | ) | | | 3,730,583 | |
| | | | | | | | | | | | |
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 984,820 | | | $ | (4,732 | ) | | $ | 4,405,038 | |
| | | | | | | | | | | | |
a | For the period from February 25, 2014 (commencement of operations) to July 31, 2014. |
b | Net of foreign withholding tax of $51,316, $12,000 and $ —, respectively. |
See notes to financial statements.
| | |
34 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Statements of Operations (Continued)
iSHARES® U.S. ETF TRUST
Year ended July 31, 2014
| | | | |
| | iShares Enhanced U.S. Small-Cap ETF | |
| |
NET INVESTMENT INCOME | | | | |
Dividends — unaffiliated | | $ | 97,172 | |
Interest — affiliated (Note 2) | | | 1 | |
Securities lending income — affiliated (Note 2) | | | 13,475 | |
| | | | |
Total investment income | | | 110,648 | |
| | | | |
| |
EXPENSES | | | | |
Investment advisory fees (Note 2) | | | 26,240 | |
| | | | |
Total expenses | | | 26,240 | |
| | | | |
Net investment income | | | 84,408 | |
| | | | |
| |
NET REALIZED AND UNREALIZED GAIN (LOSS) | | | | |
Net realized gain (loss) from: | | | | |
Investments — unaffiliated | | | (25,044 | ) |
In-kind redemptions — unaffiliated | | | 300,079 | |
| | | | |
Net realized gain | | | 275,035 | |
| | | | |
Net change in unrealized appreciation/depreciation | | | (269,800 | ) |
| | | | |
Net realized and unrealized gain | | | 5,235 | |
| | | | |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 89,643 | |
| | | | |
See notes to financial statements.
Statements of Changes in Net Assets
iSHARES® U.S. ETF TRUST
| | | | | | | | |
| | iShares Enhanced International Large-Cap ETF | | | iShares Enhanced International Small-Cap ETF | |
| | Period from February 25, 2014a to July 31, 2014 | | | Period from February 25, 2014a to July 31, 2014 | |
| | |
INCREASE (DECREASE) IN NET ASSETS | | | | | | | | |
| | |
OPERATIONS: | | | | | | | | |
Net investment income | | $ | 460,520 | | | $ | 83,059 | |
Net realized loss | | | (82,583 | ) | | | (51,028 | ) |
Net change in unrealized appreciation/depreciation | | | 606,883 | | | | (36,763 | ) |
| | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | 984,820 | | | | (4,732 | ) |
| | | | | | | | |
| | |
DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
From net investment income | | | (413,507 | ) | | | (68,620 | ) |
| | | | | | | | |
Total distributions to shareholders | | | (413,507 | ) | | | (68,620 | ) |
| | | | | | | | |
| | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 30,004,182 | | | | 9,951,067 | |
| | | | | | | | |
Net increase in net assets from capital share transactions | | | 30,004,182 | | | | 9,951,067 | |
| | | | | | | | |
INCREASE IN NET ASSETS | | | 30,575,495 | | | | 9,877,715 | |
| | |
NET ASSETS | | | | | | | | |
Beginning of period | | | — | | | | — | |
| | | | | | | | |
End of period | | $ | 30,575,495 | | | $ | 9,877,715 | |
| | | | | | | | |
Undistributed net investment income included in net assets at end of period | | $ | 44,852 | | | $ | 13,638 | |
| | | | | | | | |
| | |
SHARES ISSUED | | | | | | | | |
Shares sold | | | 1,200,000 | | | | 400,000 | |
| | | | | | | | |
Net increase in shares outstanding | | | 1,200,000 | | | | 400,000 | |
| | | | | | | | |
a | Commencement of operations. |
See notes to financial statements.
| | |
36 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Statements of Changes in Net Assets (Continued)
iSHARES® U.S. ETF TRUST
| | | | | | | | | | | | | | | | |
| | iShares Enhanced U.S. Large-Cap ETF | | | iShares Enhanced U.S. Small-Cap ETF | |
| | Year ended July 31, 2014 | | | Period from April 16, 2013a
to
July 31, 2013 | | | Year ended July 31, 2014 | | | Period from April 16, 2013a
to
July 31, 2013 | |
| | | | |
INCREASE (DECREASE) IN NET ASSETS | | | | | | | | | | | | | | | | |
| | | | |
OPERATIONS: | | | | | | | | | | | | | | | | |
Net investment income | | $ | 674,455 | | | $ | 45,810 | | | $ | 84,408 | | | $ | 15,958 | |
Net realized gain (loss) | | | 248,938 | | | | (25,047 | ) | | | 275,035 | | | | (26,137 | ) |
Net change in unrealized appreciation/depreciation | | | 3,481,645 | | | | 401,183 | | | | (269,800 | ) | | | 314,480 | |
| | | | | | | | | | | | | | | | |
Net increase in net assets resulting from operations | | | 4,405,038 | | | | 421,946 | | | | 89,643 | | | | 304,301 | |
| | | | | | | | | | | | | | | | |
| | | | |
DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | | | | | | | | | |
From net investment income | | | (617,533 | ) | | | (23,255 | ) | | | (77,481 | ) | | | (13,414 | ) |
| | | | | | | | | | | | | | | | |
Total distributions to shareholders | | | (617,533 | ) | | | (23,255 | ) | | | (77,481 | ) | | | (13,414 | ) |
| | | | | | | | | | | | | | | | |
| | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 44,156,247 | | | | 11,644,321 | | | | 11,924,754 | | | | 2,467,354 | |
Cost of shares redeemed | | | (2,959,531 | ) | | | — | | | | (1,507,846 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Net increase in net assets from capital share transactions | | | 41,196,716 | | | | 11,644,321 | | | | 10,416,908 | | | | 2,467,354 | |
| | | | | | | | | | | | | | | | |
INCREASE IN NET ASSETS | | | 44,984,221 | | | | 12,043,012 | | | | 10,429,070 | | | | 2,758,241 | |
| | | | |
NET ASSETS | | | | | | | | | | | | | | | | |
Beginning of period | | | 12,043,012 | | | | — | | | | 2,758,241 | | | | — | |
| | | | | | | | | | | | | | | | |
End of period | | $ | 57,027,233 | | | $ | 12,043,012 | | | $ | 13,187,311 | | | $ | 2,758,241 | |
| | | | | | | | | | | | | | | | |
Undistributed net investment income included in net assets at end of period | | $ | 79,477 | | | $ | 22,555 | | | $ | 9,471 | | | $ | 2,544 | |
| | | | | | | | | | | | | | | | |
| | | | |
SHARES ISSUED AND REDEEMED | | | | | | | | | | | | | | | | |
Shares sold | | | 1,550,000 | | | | 450,000 | | | | 400,000 | | | | 100,000 | |
Shares redeemed | | | (100,000 | ) | | | — | | | | (50,000 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Net increase in shares outstanding | | | 1,450,000 | | | | 450,000 | | | | 350,000 | | | | 100,000 | |
| | | | | | | | | | | | | | | | |
a | Commencement of operations. |
See notes to financial statements.
Financial Highlights
iSHARES® U.S. ETF TRUST
(For a share outstanding throughout the period)
iShares Enhanced International Large-Cap ETF
| | | | |
| | Period from Feb. 25, 2014a to Jul. 31, 2014 | |
Net asset value, beginning of period | | $ | 24.90 | |
| | | | |
Income from investment operations: | | | | |
Net investment incomeb | | | 0.56 | |
Net realized and unrealized gainc | | | 0.40 | |
| | | | |
Total from investment operations | | | 0.96 | |
| | | | |
Less distributions from: | | | | |
Net investment income | | | (0.38 | ) |
| | | | |
Total distributions | | | (0.38 | ) |
| | | | |
Net asset value, end of period | | $ | 25.48 | |
| | | | |
| |
Total return | | | 3.80 | %d |
| | | | |
| |
Ratios/Supplemental data: | | | | |
Net assets, end of period (000s) | | $ | 30,575 | |
Ratio of expenses to average net assetse | | | 0.35 | % |
Ratio of net investment income to average net assetse | | | 5.04 | % |
Portfolio turnover ratef | | | 20 | % |
a | Commencement of operations. |
b | Based on average shares outstanding throughout the period. |
c | The amount 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. |
e | Annualized for periods of less than one year. |
f | Portfolio turnover rate excludes portfolio securities received or delivered as a result of processing capital share transactions in Creation Units. |
See notes to financial statements.
| | |
38 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Financial Highlights (Continued)
iSHARES® U.S. ETF TRUST
(For a share outstanding throughout the period)
iShares Enhanced International Small-Cap ETF
| | | | |
| | Period from Feb. 25, 2014a to Jul. 31, 2014 | |
Net asset value, beginning of period | | $ | 24.87 | |
| | | | |
Income from investment operations: | | | | |
Net investment incomeb | | | 0.34 | |
Net realized and unrealized lossc | | | (0.29 | ) |
| | | | |
Total from investment operations | | | 0.05 | |
| | | | |
Less distributions from: | | | | |
Net investment income | | | (0.23 | ) |
| | | | |
Total distributions | | | (0.23 | ) |
| | | | |
Net asset value, end of period | | $ | 24.69 | |
| | | | |
| |
Total return | | | 0.18 | %d |
| | | | |
| |
Ratios/Supplemental data: | | | | |
Net assets, end of period (000s) | | $ | 9,878 | |
Ratio of expenses to average net assetse | | | 0.49 | % |
Ratio of net investment income to average net assetse | | | 3.20 | % |
Portfolio turnover ratef | | | 17 | % |
a | Commencement of operations. |
b | Based on average shares outstanding throughout the period. |
c | The amount 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. |
e | Annualized for periods of less than one year. |
f | Portfolio turnover rate excludes portfolio securities received or delivered as a result of processing capital share transactions in Creation Units. |
See notes to financial statements.
Financial Highlights (Continued)
iSHARES® U.S. ETF TRUST
(For a share outstanding throughout each period)
iShares Enhanced U.S. Large-Cap ETF
| | | | | | | | |
| | Year ended Jul. 31, 2014 | | | Period from Apr. 16, 2013a
to
Jul. 31, 2013 | |
Net asset value, beginning of period | | $ | 26.76 | | | $ | 24.79 | |
| | | | | | | | |
Income from investment operations: | | | | | | | | |
Net investment incomeb | | | 0.54 | | | | 0.14 | |
Net realized and unrealized gainc | | | 3.19 | | | | 1.89 | |
| | | | | | | | |
Total from investment operations | | | 3.73 | | | | 2.03 | |
| | | | | | | | |
Less distributions from: | | | | | | | | |
Net investment income | | | (0.48 | ) | | | (0.06 | ) |
| | | | | | | | |
Total distributions | | | (0.48 | ) | | | (0.06 | ) |
| | | | | | | | |
Net asset value, end of period | | $ | 30.01 | | | $ | 26.76 | |
| | | | | | | | |
| | |
Total return | | | 14.00 | % | | | 8.19 | %d |
| | | | | | | | |
| | |
Ratios/Supplemental data: | | | | | | | | |
Net assets, end of period (000s) | | $ | 57,027 | | | $ | 12,043 | |
Ratio of expenses to average net assetse | | | 0.18 | % | | | 0.18 | % |
Ratio of net investment income to average net assetse | | | 1.87 | % | | | 1.90 | % |
Portfolio turnover ratef | | | 20 | % | | | 5 | % |
a | Commencement of operations. |
b | Based on average shares outstanding throughout each period. |
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. |
e | Annualized for periods of less than one year. |
f | Portfolio turnover rates exclude portfolio securities received or delivered as a result of processing capital share transactions in Creation Units. |
See notes to financial statements.
| | |
40 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Financial Highlights (Continued)
iSHARES® U.S. ETF TRUST
(For a share outstanding throughout each period)
iShares Enhanced U.S. Small-Cap ETF
| | | | | | | | |
| | Year ended Jul. 31, 2014 | | | Period from Apr. 16, 2013a to Jul. 31, 2013 | |
Net asset value, beginning of period | | $ | 27.58 | | | $ | 24.67 | |
| | | | | | | | |
Income from investment operations: | | | | | | | | |
Net investment incomeb | | | 0.33 | | | | 0.16 | |
Net realized and unrealized gainc | | | 1.73 | | | | 2.88 | |
| | | | | | | | |
Total from investment operations | | | 2.06 | | | | 3.04 | |
| | | | | | | | |
Less distributions from: | | | | | | | | |
Net investment income | | | (0.33 | ) | | | (0.13 | ) |
| | | | | | | | |
Total distributions | | | (0.33 | ) | | | (0.13 | ) |
| | | | | | | | |
Net asset value, end of period | | $ | 29.31 | | | $ | 27.58 | |
| | | | | | | | |
| | |
Total return | | | 7.43 | % | | | 12.37 | %d |
| | | | | | | | |
| | |
Ratios/Supplemental data: | | | | | | | | |
Net assets, end of period (000s) | | $ | 13,187 | | | $ | 2,758 | |
Ratio of expenses to average net assetse | | | 0.35 | % | | | 0.35 | % |
Ratio of net investment income to average net assetse | | | 1.13 | % | | | 2.09 | % |
Portfolio turnover ratef | | | 39 | % | | | 9 | % |
a | Commencement of operations. |
b | Based on average shares outstanding throughout each period. |
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. |
e | Annualized for periods of less than one year. |
f | Portfolio turnover rates exclude portfolio securities received or delivered as a result of processing capital share transactions in Creation Units. |
See notes to financial statements.
Notes to Financial Statements
iSHARES® U.S. ETF TRUST
iShares U.S. ETF 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 was established as a Delaware statutory trust pursuant to an Agreement and Declaration of Trust dated June 21, 2011.
These financial statements relate only to the following funds (each, a “Fund,” and collectively, the “Funds”):
| | |
iShares ETF | | Diversification Classification |
Enhanced International Large-Capa | | Non-diversified |
Enhanced International Small-Capa | | Non-diversified |
Enhanced U.S. Large-Cap | | Diversified |
Enhanced U.S. Small-Cap | | Diversified |
| | |
| a | | The Fund commenced operations on February 25, 2014. |
Pursuant to the Trust’s organizational documents, the Funds’ officers and trustees are indemnified against certain liabilities that may arise out of the performance of their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts with service providers that contain general indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred.
1. | SIGNIFICANT ACCOUNTING POLICIES |
The following significant accounting policies are consistently followed by the Funds in the preparation of their financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses 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 in the Financial Accounting Standards Board Accounting Standards Codification Topic 946 (ASC 946).
SECURITY VALUATION
Each Fund’s investments are valued at fair value each day that the Fund’s listing exchange is open and, for financial reporting purposes, as of the report date should the reporting period end on a day that the Fund’s listing exchange is not open. 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 BlackRock Global Valuation Methodologies Committee (the “Global Valuation Committee”) provides oversight of the valuation of investments for the Funds. The investments of each Fund are valued pursuant to policies and procedures developed by the Global Valuation Committee and approved by the Board of Trustees of the Trust (the “Board”).
| • | | Equity investments traded on a recognized securities exchange are valued at that day’s last reported trade price or the 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. |
| • | | Open-end U.S. mutual funds are valued at that day’s published net asset value (NAV). |
In the event that application of these methods of valuation results in a price for an investment which is deemed not to be representative of the fair value of such investment or if a price is not available, the investment will be valued based upon other available factors deemed relevant by the Global Valuation Committee, in accordance with policies approved by the Board. These
| | |
42 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Notes to Financial Statements (Continued)
iSHARES® U.S. ETF TRUST
factors include but are not limited to (i) attributes specific to the investment; (ii) the principal market for the investment; (iii) the customary participants in the principal market for the investment; (iv) data assumptions by market participants for the investment, if reasonably available; (v) quoted prices for similar investments in active markets; and (vi) other factors, such as future cash flows, interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and/or default rates. Valuations based on such factors are reported to the Board on a quarterly basis.
The Global Valuation Committee employs various methods for calibrating valuation approaches for investments where an active market does not exist, including regular due diligence of the Trust’s pricing vendors, a regular review of key inputs and assumptions, transactional back-testing or disposition analysis to compare unrealized gains and losses to realized gains and losses, reviews of missing or stale prices, reviews of large movements in market values, and reviews of market related activity.
Various inputs are used in determining the fair value of financial instruments. Inputs may be based on independent market data (“observable inputs”) or they may be internally developed (“unobservable inputs”). These inputs are categorized into a disclosure hierarchy consisting of three broad levels for financial reporting purposes. The level of a value determined for a financial instrument within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety. The categorization of a value determined for a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and is not necessarily an indication of the risk associated with investing in the instrument. The three levels of the fair value hierarchy are as follows:
| • | | Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities; |
| • | | Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability (such as exchange rates, financing terms, interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs; and |
| • | | Level 3 — Unobservable inputs for the asset or liability, including the Global Valuation Committee’s assumptions used in determining the fair value of investments. |
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. In accordance with the Trust’s policy, transfers between different levels of the fair value hierarchy are deemed to have occurred as of the beginning of the reporting period.
The following table summarizes the value of each of the Funds’ investments according to the fair value hierarchy as of July 31, 2014. The breakdown of each Fund’s investments into major categories is disclosed in its respective schedule of investments.
| | | | | | | | | | | | | | | | |
iShares ETF and Investment Type | | Investments | |
| Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Enhanced International Large-Cap | | | | | | | | | | | | | | | | |
Assets: | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 30,423,694 | | | $ | — | | | $ | — | | | $ | 30,423,694 | |
Preferred Stocks | | | 41,051 | | | | — | | | | — | | | | 41,051 | |
Money Market Funds | | | 273,530 | | | | — | | | | — | | | | 273,530 | |
| | | | | | | | | | | | | | | | |
| | $ | 30,738,275 | | | $ | — | | | $ | — | | | $ | 30,738,275 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | |
NOTES TO FINANCIAL STATEMENTS | | | 43 | |
Notes to Financial Statements (Continued)
iSHARES® U.S. ETF TRUST
| | | | | | | | | | | | | | | | |
iShares ETF and Investment Type | | Investments | |
| Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Enhanced International Small-Cap | | | | | | | | | | | | | | | | |
Assets: | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 9,796,564 | | | $ | 21,701 | | | $ | — | | | $ | 9,818,265 | |
Rights | | | 618 | | | | — | | | | — | | | | 618 | |
Money Market Funds | | | 329,697 | | | | — | | | | — | | | | 329,697 | |
| | | | | | | | | | | | | | | | |
| | $ | 10,126,879 | | | $ | 21,701 | | | $ | — | | | $ | 10,148,580 | |
| | | | | | | | | | | | | | | | |
| | | | |
Enhanced U.S. Large-Cap | | | | | | | | | | | | | | | | |
Assets: | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 56,871,745 | | | $ | — | | | $ | — | | | $ | 56,871,745 | |
Money Market Funds | | | 603,364 | | | | — | | | | — | | | | 603,364 | |
| | | | | | | | | | | | | | | | |
| | $ | 57,475,109 | | | $ | — | | | $ | — | | | $ | 57,475,109 | |
| | | | | | | | | | | | | | | | |
| | | | |
Enhanced U.S. Small-Cap | | | | | | | | | | | | | | | | |
Assets: | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 13,171,091 | | | $ | — | | | $ | — | | | $ | 13,171,091 | |
Money Market Funds | | | 706,850 | | | | — | | | | — | | | | 706,850 | |
| | | | | | | | | | | | | | | | |
| | $ | 13,877,941 | | | $ | — | | | $ | — | | | $ | 13,877,941 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
SECURITY TRANSACTIONS AND INCOME RECOGNITION
Security transactions are accounted for on trade date. Dividend income is recognized on the ex-dividend date, net of any foreign taxes withheld at source. Any taxes withheld that are reclaimable from foreign tax authorities as of July 31, 2014 are reflected in dividends receivable. Non-cash dividends received in the form of stock in an elective dividend, if any, are recorded as dividend income at fair value. Distributions received by the Funds may include a return of capital that is estimated by management. Such amounts are recorded as a reduction of the cost of investments or reclassified to capital gains. Interest income is accrued daily. Realized gains and losses on investment transactions are determined using the specific identification method.
FOREIGN CURRENCY TRANSLATION
The accounting records of the Funds are maintained in U.S. dollars. Foreign currencies, as well as investment securities and other assets and liabilities denominated in foreign currencies, are translated into U.S. dollars using exchange rates deemed appropriate by the investment adviser. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars on the respective dates of such transactions.
Each Fund does not isolate the effect of fluctuations in foreign exchange rates from the effect of fluctuations in the market prices of securities. Such fluctuations are reflected by the Funds as a component of realized and unrealized gains and losses from investments for financial reporting purposes.
FOREIGN TAXES
Certain Funds may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, capital gains on investments, or certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the Funds invest. These foreign taxes, if any, are paid by
| | |
44 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Notes to Financial Statements (Continued)
iSHARES® U.S. ETF TRUST
the Funds and are reflected in their statements of operations as follows: foreign taxes withheld at source are presented as a reduction of income, foreign taxes on securities lending income are presented as a reduction of securities lending income, foreign taxes on stock dividends are presented as “other foreign taxes”, and foreign taxes on capital gains from sales of investments and foreign taxes on foreign currency transactions are included in their respective net realized gain (loss) categories. Foreign taxes payable or deferred as of July 31, 2014, if any, are disclosed in the Funds’ statements of assets and liabilities.
DISTRIBUTIONS TO SHAREHOLDERS
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.
LOANS OF PORTFOLIO SECURITIES
Each Fund may lend its investment 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 a 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 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 Funds and any additional required collateral is delivered to the Funds 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. 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.
Any cash received as collateral for securities on loan may be reinvested in certain short-term instruments either directly on behalf of a fund or through one or more joint accounts or money market funds, including those managed by BlackRock Fund Advisors (“BFA”), the Funds’ investment adviser, or its affiliates. As of July 31, 2014, any securities on loan were collateralized by cash. The cash collateral received was invested in money market funds managed by BFA and is disclosed in the schedules of investments. The value of any securities on loan as of July 31, 2014 and the value of the related collateral are disclosed in the statements of assets and liabilities. Income earned by the Funds from securities lending is disclosed in the statements of operations.
The risks of securities lending include the risk that the borrower may not provide additional collateral when required or may not return the securities when due. To mitigate these risks, the Funds benefit from a borrower default indemnity provided by BlackRock, Inc. (“BlackRock”). BlackRock’s indemnity allows for full replacement of securities lent. Each Fund could suffer a loss if the value of the investments purchased with cash collateral falls below the value of the cash collateral received.
Securities lending transactions are entered into by the Funds under Master Securities Lending Agreements (“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, a Fund, as lender, would offset the market value of the collateral received against the market value of the securities loaned. The value of the collateral is typically greater than that of the market value of the securities loaned, leaving the lender 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, the borrower can resell or re-pledge the loaned securities, and a Fund can reinvest cash collateral, or, upon an event of default, resell or re-pledge the collateral.
| | | | |
NOTES TO FINANCIAL STATEMENTS | | | 45 | |
Notes to Financial Statements (Continued)
iSHARES® U.S. ETF TRUST
The following table is a summary of each Fund’s securities lending agreements which are subject to offset under an MSLA as of July 31, 2014:
| | | | | | | | | | | | |
iShares ETF | | Market Value of Securities on Loan | | | Cash Collateral Received a | | | Net Amount | |
Enhanced International Large-Cap | | $ | 243,715 | | | $ | 243,715 | | | $ | — | |
Enhanced International Small-Cap | | | 274,213 | | | | 274,213 | | | | — | |
Enhanced U.S. Large-Cap | | | 481,859 | | | | 481,859 | | | | — | |
Enhanced U.S. Small-Cap | | | 661,747 | | | | 661,747 | | | | — | |
| a | | Collateral received in excess of the market value of securities on loan is not presented for financial reporting purposes. The total collateral received is disclosed in each Fund’s statement of assets and liabilities. |
RECENT ACCOUNTING STANDARD
In June 2014, the Financial Accounting Standards Board issued guidance to improve the financial reporting of reverse repurchase agreements and other similar transactions. The guidance will require expanded disclosure for entities that enter into reverse repurchase agreements and similar transactions accounted for as secured borrowings, including securities lending. The guidance is effective for financial statements for fiscal years beginning after December 15, 2014, and interim periods within those fiscal years. Management is evaluating the impact, if any, of this guidance on the Funds’ financial statements and disclosures.
2. | INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES |
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 interest, taxes, brokerage commissions and other expenses connected with the execution of portfolio transactions, distribution fees, litigation expenses and any extraordinary expenses.
For its investment advisory services to each Fund, BFA is entitled to an annual investment advisory fee based on the average daily net assets of each Fund as follows:
| | | | |
iShares ETF | | Investment Advisory Fee | |
Enhanced International Large-Cap | | | 0.35 | % |
Enhanced International Small-Cap | | | 0.49 | |
Enhanced U.S. Large-Cap | | | 0.18 | |
Enhanced U.S. Small-Cap | | | 0.35 | |
The U.S. Securities and Exchange Commission 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. Effective January 1, 2014, each Fund is responsible for fees in connection with the investment of cash collateral received for securities on loan in a money market fund managed by BFA, 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% until December 31, 2014 and 0.05% thereafter (the “collateral investment fees”). Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment fees. The Funds retain a portion of securities lending income and remit a remaining portion to BTC as compensation for its services as securities lending agent.
| | |
46 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Notes to Financial Statements (Continued)
iSHARES® U.S. ETF TRUST
Pursuant to a securities lending agreement effective January 1, 2014, (i) the iShares Enhanced U.S. Large-Cap ETF and the iShares Enhanced U.S. Small-Cap ETF (the “Group 1 Funds”) retain 70% of securities lending income and (ii) the amount retained can never be less than 65% of the total of securities lending income plus the collateral investment fees. Prior to January 1, 2014, each Fund retained 65% of securities lending income and paid no collateral investment fees.
Pursuant to a securities lending agreement effective January 1, 2014, (i) the iShares Enhanced International Large-Cap ETF and the iShares Enhanced International Small-Cap ETF (the “Group 2 Funds”) retain 75% of securities lending income (commencing January 1, 2015 the amount each Fund will retain is expected to change to 70% of securities lending income) and (ii) these amounts can never be less than 65% of the total of securities lending income plus the collateral investment fees.
For the year ended July 31, 2014, each Fund paid to BTC the following amounts in total for securities lending agent services and collateral investment fees:
| | | | |
iShares ETF | | Fees Paid to BTC | |
Enhanced International Large-Cap | | $ | 1,474 | |
Enhanced International Small-Cap | | | 461 | |
Enhanced U.S. Large-Cap | | | 2,873 | |
Enhanced U.S. Small-Cap | | | 6,321 | |
In addition, commencing the business day following a “Hurdle Date” (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 a given calendar year exceeds the aggregate securities lending income generated across the iShares ETF Complex in calendar year 2013) and pursuant to a securities lending agreement, each Group 1 Fund will (i) receive for the remainder of that calendar year 75% of securities lending income and (ii) the amount retained can never be less than 65% of the total of securities lending income plus the collateral investment fees. Each Group 2 Fund will (i) receive for the remainder of that calendar year 80% of securities lending income (for any Hurdle Date after January 1, 2015, each Fund will retain 75% of securities lending income) and (ii) these amounts can never be less than 65% of the total of securities lending income plus the collateral investment fees.
BlackRock Investments, LLC, an affiliate of BFA, is the distributor for each Fund. Pursuant to the distribution agreement, BFA is responsible for any fees or expenses for distribution services provided to the Funds.
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 included in “Interest – affiliated” in the statements of operations.
The PNC Financial Services Group, Inc. is the largest stockholder of BlackRock and is considered to be an affiliate of the Funds for 1940 Act purposes.
Certain trustees and officers of the Trust are also officers of BTC and/or BFA.
| | | | |
NOTES TO FINANCIAL STATEMENTS | | | 47 | |
Notes to Financial Statements (Continued)
iSHARES® U.S. ETF TRUST
3. | INVESTMENT PORTFOLIO TRANSACTIONS |
Purchases and sales of investments (excluding in-kind transactions and short-term investments) for the year ended July 31, 2014 were as follows:
| | | | | | | | |
iShares ETF | | Purchases | | | Sales | |
Enhanced International Large-Cap | | $ | 3,590,261 | | | $ | 3,481,436 | |
Enhanced International Small-Cap | | | 1,010,821 | | | | 992,080 | |
Enhanced U.S. Large-Cap | | | 7,609,413 | | | | 7,257,523 | |
Enhanced U.S. Small-Cap | | | 3,098,118 | | | | 2,899,164 | |
In-kind transactions (see Note 4) for the year ended July 31, 2014 were as follows:
| | | | | | | | |
iShares ETF | | In-kind Purchases | | | In-kind Sales | |
Enhanced International Large-Cap | | $ | 29,828,209 | | | $ | — | |
Enhanced International Small-Cap | | | 9,886,681 | | | | — | |
Enhanced U.S. Large-Cap | | | 43,672,687 | | | | 2,899,559 | |
Enhanced U.S. Small-Cap | | | 11,684,003 | | | | 1,470,115 | |
4. | 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 net asset value. Except when aggregated in Creation Units, shares of each Fund are not redeemable. Transactions in capital shares for each Fund are disclosed in detail in the statements of changes in net assets.
The consideration for the purchase of Creation Units of a fund in the Trust generally consists of the in-kind deposit of a designated portfolio of securities and a specified amount of cash. Certain funds in the Trust may be offered in Creation Units solely or partially for cash in U.S. dollars. Investors purchasing and redeeming Creation Units may pay a purchase transaction fee and a redemption transaction fee directly to State Street Bank and Trust Company, the Trust’s administrator, to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units, including Creation Units for cash. Investors transacting in Creation Units for cash may also pay an additional variable charge to compensate the relevant fund for certain transaction costs (i.e., stamp taxes, taxes on currency or other financial transactions, and brokerage costs) and market impact expenses relating to investing in portfolio securities. Such variable charges, if any, are included in “Proceeds from shares sold” in the statements of changes in net assets.
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 contributions are reflected as “Due from custodian” and securities related to in-kind redemptions are reflected as “Securities related to in-kind transactions” in the statements of assets and liabilities.
In the normal course of business, each Fund’s investment activities exposes it to various types of risk associated with the financial instruments and markets in which it invests. The significant types of financial risks each Fund is exposed to include market risk and credit risk. Each Fund’s prospectus provides details of these and other types of risk.
| | |
48 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Notes to Financial Statements (Continued)
iSHARES® U.S. ETF TRUST
MARKET RISK
Market risk arises mainly from uncertainty about future values of financial instruments influenced by price, currency and interest rate movements. It represents the potential loss each Fund may suffer through holding market positions in the face of market movements. Each Fund is exposed to market risk by virtue of its investment in equity instruments. The fair value of securities held by the Funds may decline due to general market conditions, economic trends or events that are not specifically related to the issuers of the securities including local, regional or global political, social or economic instability or to factors that affect a particular industry or group of industries. The extent of each Fund’s exposure to market risk is the market value of the investments held as shown in the Fund’s schedule of investments.
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 iShares Enhanced International Large-Cap ETF and iShares Enhanced International Small-Cap ETF each invest a substantial amount of its assets in securities of non-U.S. issuers that trade in non-U.S. markets. This involves certain considerations and risks not typically associated with securities of U.S. issuers. Such risks include, but are not limited to: generally less liquid and less efficient securities markets; generally greater price volatility; exchange rate fluctuations and exchange controls; imposition of restrictions on the expatriation of funds or other assets of the Funds; less publicly available information about issuers; the imposition of withholding or other taxes; higher transaction and custody costs; settlement delays and risk of loss attendant in settlement procedures; difficulties in enforcing contractual obligations; less regulation of securities markets; different accounting, disclosure and reporting requirements; more substantial governmental involvement in the economy; higher inflation rates; greater social, economic and political uncertainties; the risk of nationalization or expropriation of assets; and the risk of war. These risks are heightened for investments in issuers from countries with less developed markets.
CREDIT RISK
Credit risk is the risk that an issuer or guarantor of debt instruments or the counterparty to a financial transaction, including derivatives contracts, repurchase agreements or loans of portfolio securities, is unable or unwilling to make timely interest and/or principal payments or to otherwise honor its obligations. BFA and its affiliates manage counterparty credit risk by entering into transactions only with counterparties that it 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 issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of each Fund’s exposure to credit and counterparty risks with respect to those financial assets is approximated by their value recorded in the statement of assets and liabilities.
Each Fund is treated as an entity separate from the Trust’s other funds for federal income tax purposes. It is the policy of each Fund to qualify as a regulated investment company by complying with the provisions applicable to regulated investment companies, as defined under Subchapter M of the Internal Revenue Code of 1986, as amended, and to annually distribute substantially all of its ordinary income and any net capital gains (taking into account any capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income and excise taxes. Accordingly, no provision for federal income taxes is required.
U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share. The following permanent differences
| | | | |
NOTES TO FINANCIAL STATEMENTS | | | 49 | |
Notes to Financial Statements (Continued)
iSHARES® U.S. ETF TRUST
as of July 31, 2014, attributable to passive foreign investment companies, foreign currency transactions and realized gains (losses) from in-kind redemptions, were reclassified to the following accounts:
| | | | | | | | | | | | |
iShares ETF | | Paid-in Capital | | | Undistributed Net Investment Income/Distributions in Excess of Net Investment Income | | | Undistributed Net Realized Gain/Accumulated Net Realized Loss | |
Enhanced International Large-Cap | | $ | — | | | $ | (2,161 | ) | | $ | 2,161 | |
Enhanced International Small-Cap | | | — | | | | (801 | ) | | | 801 | |
Enhanced U.S. Large-Cap | | | 521,047 | | | | — | | | | (521,047 | ) |
Enhanced U.S. Small-Cap | | | 298,981 | | | | — | | | | (298,981 | ) |
The tax character of distributions paid during the year ended July 31, 2014 and the period ended July 31, 2013 was as follows:
| | | | | | | | |
iShares ETF | | 2014 | | | 2013 | |
Enhanced International Large-Cap | | | | | | | | |
Ordinary income | | $ | 413,507 | | | | | |
| | | | | | | | |
| | |
Enhanced International Small-Cap | | | | | | | | |
Ordinary income | | $ | 68,620 | | | | | |
| | | | | | | | |
| | |
Enhanced U.S. Large-Cap | | | | | | | | |
Ordinary income | | $ | 617,533 | | | $ | 23,255 | |
| | | | | | | | |
| | |
Enhanced U.S. Small-Cap | | | | | | | | |
Ordinary income | | $ | 77,481 | | | $ | 13,414 | |
| | | | | | | | |
| | | | | | | | |
As of July 31, 2014, the tax components of accumulated net earnings (losses) were as follows:
| | | | | | | | | | | | | | | | | | | | |
iShares ETF | | Undistributed Ordinary Income | | | Capital Loss Carryforwards | | | Net Unrealized Gains (Losses) a | | | Qualified Late-Year Losses b | | | Total | |
Enhanced International Large-Cap | | $ | 55,038 | | | $ | (56,185 | ) | | $ | 572,460 | | | $ | — | | | $ | 571,313 | |
Enhanced International Small-Cap | | | 42,824 | | | | (45,155 | ) | | | (71,021 | ) | | | — | | | | (73,352 | ) |
Enhanced U.S. Large-Cap | | | 79,477 | | | | (50,413 | ) | | | 3,810,100 | | | | (174,015 | ) | | | 3,665,149 | |
Enhanced U.S. Small-Cap | | | 9,490 | | | | — | | | | 23,874 | | | | (29,296 | ) | | | 4,068 | |
| a | | The difference between book-basis and tax-basis unrealized gains (losses) was attributable primarily to the tax deferral of losses on wash sales and the realization for tax purposes of unrealized gains on investments in passive foreign investment companies. |
| b | | The Funds have elected to defer certain qualified late-year losses and recognize such losses in the next taxable year. |
| | |
50 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Notes to Financial Statements (Continued)
iSHARES® U.S. ETF TRUST
As of July 31, 2014, the Funds had non-expiring capital loss carryforwards available to offset future realized capital gains as follows:
| | | | |
iShares ETF | | Non- Expiring | |
Enhanced International Large-Cap | | $ | 56,185 | |
Enhanced International Small-Cap | | | 45,155 | |
Enhanced U.S. Large-Cap | | | 50,413 | |
For the year ended July 31, 2014, the iShares Enhanced U.S. Small-Cap ETF utilized $26,137 of its capital loss carryforwards.
The Funds may own shares in certain foreign investment entities, referred to, under U.S. tax law, as “passive foreign investment companies.” The Funds may elect to mark-to-market annually the shares of each passive foreign investment company and would be required to distribute to shareholders any such marked-to-market gains.
As of July 31, 2014, gross unrealized appreciation and gross unrealized depreciation based on cost for federal income tax purposes were as follows:
| | | | | | | | | | | | | | | | |
iShares ETF | | Tax Cost | | | Gross Unrealized Appreciation | | | Gross Unrealized Depreciation | | | Net Unrealized Appreciation (Depreciation) | |
Enhanced International Large-Cap | | $ | 30,164,565 | | | $ | 1,458,529 | | | $ | (884,819 | ) | | $ | 573,710 | |
Enhanced International Small-Cap | | | 10,219,309 | | | | 380,301 | | | | (451,030 | ) | | | (70,729 | ) |
Enhanced U.S. Large-Cap | | | 53,665,009 | | | | 4,367,129 | | | | (557,029 | ) | | | 3,810,100 | |
Enhanced U.S. Small-Cap | | | 13,854,067 | | | | 513,027 | | | | (489,153 | ) | | | 23,874 | |
Management has analyzed tax laws and regulations and their application to the Funds as of July 31, 2014, inclusive of the open tax return years, and does not believe there are any uncertain tax positions that require recognition of a tax liability in the Funds’ financial statements.
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 disclosure in the financial statements.
| | | | |
NOTES TO FINANCIAL STATEMENTS | | | 51 | |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Trustees of
iShares U.S. ETF Trust:
In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of iShares Enhanced International Large-Cap ETF, iShares Enhanced International Small-Cap ETF, iShares Enhanced U.S. Large-Cap ETF and iShares Enhanced U.S. Small-Cap ETF (the “Funds”) at July 31, 2014, the results of each of their operations, the changes in each of their net assets and their financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2014 by correspondence with the custodian, transfer agent and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
San Francisco, California
September 25, 2014
| | |
52 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Tax Information (Unaudited)
iSHARES® U.S. ETF TRUST
For corporate shareholders, the following percentages of the income dividends paid by the Funds during the fiscal year ended July 31, 2014 qualified for the dividends-received deduction:
| | | | |
iShares ETF | | Dividends- Received Deduction | |
Enhanced U.S. Large-Cap | | | 94.99 | % |
Enhanced U.S. Small-Cap | | | 89.49 | |
For the fiscal year ended July 31, 2014, the Funds earned foreign source income and paid foreign taxes which they intend to pass through to their shareholders pursuant to Section 853 of the Internal Revenue Code (the “Code”) as follows:
| | | | | | | | |
iShares ETF | | Foreign Source Income Earned | | | Foreign Taxes Paid | |
Enhanced International Large-Cap | | $ | 539,432 | | | $ | 51,316 | |
Enhanced International Small-Cap | | | 106,449 | | | | 11,834 | |
Under Section 854(b)(2) of the Code, the Funds hereby designate the following maximum amounts as qualified dividend income for purposes of the maximum rate under Section 1(h)(11) of the Code for the fiscal year ended July 31, 2014:
| | | | |
iShares ETF | | Qualified Dividend Income | |
Enhanced International Large-Cap | | $ | 464,823 | |
Enhanced International Small-Cap | | | 80,454 | |
Enhanced U.S. Large-Cap | | | 617,533 | |
Enhanced U.S. Small-Cap | | | 77,481 | |
In February 2015, shareholders will receive Form 1099-DIV which will include their share of qualified dividend income distributed during the calendar year 2014. Shareholders are advised to check with their tax advisers for information on the treatment of these amounts on their income tax returns.
Board Review and Approval of Investment Advisory
Contract
iSHARES® U.S. ETF TRUST
I. iShares Enhanced International Large-Cap ETF
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 Trustees who are not “interested persons” of the Trust (as that term is defined in the 1940 Act) (the “Independent Trustees”), is required annually to consider and approve the Investment Advisory Contract between the Trust and BFA (the “Advisory Contract”) on behalf of the Fund. The Independent Trustees requested, and BFA provided, such information as the Independent Trustees, with advice from independent counsel, deemed reasonably necessary to evaluate the Advisory Contract. A committee of Independent Trustees (the “15(c) Committee”), with independent counsel, met with management on March 12, 2014, May 6, 2014, and May 12, 2014, to discuss the types of information the Independent Trustees required and the manner in which management would organize and present such information. At a meeting held on May 16, 2014, management presented preliminary information to the Board relating to the continuance of the Advisory Contract, and the Board, including the Independent Trustees, reviewed and discussed such information at length. The Independent Trustees requested from management certain additional information, which management agreed to provide. At a meeting held on June 12-13, 2014, the Board, including the Independent Trustees, reviewed the additional information provided by management in response to these requests. After extensive discussions, the Board, including all of the Independent Trustees, approved the continuance of the Advisory Contract for the Fund, based on a review of qualitative and quantitative information provided by BFA, including the additional information management provided at the request of the Independent Trustees. 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 Board also noted that the Board and BFA agreed to discuss potential enhancements and adjustments to the 15(c) process for the coming year. The Independent Trustees were advised by their independent counsel throughout the process, including about the legal standards applicable to their review. In approving the Advisory Contract for the Fund, the Board, including the Independent Trustees, considered the following factors, no one of which was controlling, and reached the following conclusions:
Expenses and Performance of the Fund — The Board reviewed statistical information prepared by Lipper Inc. (“Lipper”), an independent provider of investment company data, regarding the expense ratio components, including any advisory fees, waivers/reimbursements, and gross and net total expenses of the Fund in comparison with the same information for other exchange traded funds (including funds sponsored by an “at cost” service provider) and, in the limited instances where no comparable ETFs existed and the comparison group would not otherwise be reasonable in Lipper’s judgment, pure index institutional mutual funds, objectively selected by Lipper as comprising the Fund’s applicable peer group pursuant to Lipper’s proprietary ETF methodology (the “Lipper Group”). The Board noted that, prior to 2014, Lipper had used a different methodology to determine each iShares fund’s Lipper group, which included mutual funds, closed-end funds, exchange traded funds, and/or funds with differing investment objective classifications, investment focuses and other characteristics (e.g. actively managed funds and funds sponsored by “at cost” service providers), as applicable. The Board further noted that, after consideration by the 15(c) Committee, the Board determined to use instead Lipper’s proprietary ETF methodology to determine the Fund’s Lipper Group. This determination was based on, among other considerations, the increased number and types of ETFs available for comparative purposes than was the case in prior years. The Board was provided with a detailed description of Lipper’s proprietary ETF methodology used by Lipper to determine the applicable Lipper Group and to prepare this information. At the Board’s request, Lipper provided, and the Board considered, information on the impact to the iShares funds’ comparative fee rankings that were attributable to the change from a pure index group methodology to Lipper’s proprietary ETF methodology. The Board further noted that due to the limitations in providing comparable funds in the Lipper Group, the statistical information provided in Lipper’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 for the Fund were lower than the median of the investment advisory fee rates and overall expenses of the funds in its Lipper Group.
| | |
54 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Board Review and Approval of Investment Advisory
Contract (Continued)
iSHARES® U.S. ETF TRUST
Because the Fund has not commenced operations as of December 31, 2013, the Board did not review any performance information for the Fund.
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 of the Fund supported the Board’s approval of the continuance of the Advisory Contract for the coming year.
Nature, Extent and Quality of Services to be Provided by BFA — The Board noted that the Fund had not commenced operations as of December 31, 2013, and reviewed the scope of services to be provided by BFA under the Advisory Contract. 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 supporting iShares funds and their shareholders. The Board acknowledged that resources to support the iShares funds and their shareholders have been added or enhanced in recent years, including in such areas as investor education, product management, customized portfolio consulting support, capital markets support, and proprietary risk and performance analytics tools. The Board considered representations by BFA, BTC, and BlackRock that the scope and quality of services to be provided to the Fund would be similar to the scope and quality of services provided to other iShares funds. The Board also considered BFA’s compliance program and its compliance record with respect to other iShares funds. 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 appropriate officers available as needed to provide further assistance with these matters. The Board also reviewed the background and experience of the persons who will be responsible for the day-to-day management of the Fund, as well as the resources that will be 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 June 12-13, 2014 meeting and throughout the previous year, and matters related to BFA’s portfolio compliance policies and procedures.
Based on review of this information, the Board concluded that the nature, extent and quality of services to be provided by BFA to the Fund under the Advisory Contract supported the Board’s approval of the continuance of the Advisory Contract for the coming year.
Costs of Services to be Provided to the Fund and Profits to be Realized by BFA and its Affiliates — While the Board reviewed information about the profitability of the iShares complex to BlackRock based on fees payable to BFA and its affiliates (including fees under advisory contracts with iShares funds), and all other sources of revenue and expense to BFA and its affiliates from iShares funds’ operations for the last calendar year, the Board did not consider the profitability of the Fund to BFA and its affiliates since the Fund had not commenced operations as of December 31, 2013. The Board noted that it expects to receive profitability information from BFA on at least an annual basis following the Fund’s launch and thus be in a position to evaluate whether any new or additional breakpoints or other adjustments in Fund fees would be appropriate.
Economies of Scale — The Board reviewed information regarding potential economies of scale or other efficiencies that may result from increases in the Fund’s assets, noting that the issue of economies of scale with respect to the iShares funds that are in operation was focused on extensively by the 15(c) Committee during its meetings and addressed by management. The Board and the 15(c) Committee reviewed information provided by BFA regarding scale benefits shared with the iShares funds 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 and the 15(c) Committee received information regarding BlackRock’s historical profitability, including BFA’s and its affiliates’ costs in providing services. The cost information distinguished between fixed and variable costs, and explained how the level of fixed and variable costs, as well as the nature of such costs, may impact the existence or size of
| | | | |
BOARD REVIEW AND APPROVAL OF INVESTMENT ADVISORY CONTRACT | | | 55 | |
Board Review and Approval of Investment Advisory
Contract (Continued)
iSHARES® U.S. ETF TRUST
scale benefits. The Board noted that the Advisory Contract for the Fund did not provide for any breakpoints in the Fund’s investment advisory fee rate as the assets of the Fund increase. However, the Board noted that should material economies of scale exist in the future, a breakpoint structure for the Fund may be appropriate, and that it would continue to monitor the sharing of economies of scale to determine the appropriateness of adding breakpoints in the future. Based on this review, as well as the other factors considered at the meeting, the Board, recognizing its responsibility to consider this issue at least annually, concluded that the investment advisory fee rate incorporates potential economies of scale and supported the Board’s approval of the continuance of the Advisory Contract 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 and closed-end funds registered under the 1940 Act (including sub-advised funds), collective trust funds, separately managed accounts, and institutional separate accounts (together, the “Other Accounts”), and acknowledged BFA’s assertion that the iShares funds are fundamentally different investment vehicles from the Other Accounts. The Board further noted that BFA provided the Board with detailed information regarding how the Other Accounts (particularly institutional clients) generally differ from the Fund, including in terms of the different, generally more extensive services to be provided to the Fund, as well as other significant differences in the approach of BFA and its affiliates to the Fund, on one hand, and Other Accounts, on the other. 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 exchange traded fund, as compared to the Other Accounts that are institutional clients in light of differing regulatory requirements and client-imposed mandates. The Board also considered the “all-inclusive” nature of the Fund’s advisory fee structure, and the Fund expenses to be borne by BFA under this arrangement. The Board noted that the investment advisory fee rate under the Advisory Contract for the Fund was generally higher than the investment advisory/management fee rates for the Other Accounts that are institutional clients of BFA (or its affiliates) and concluded that the differences appeared to be consistent with the factors discussed.
Other Benefits to BFA and/or its Affiliates — Except as noted below, the Board did not consider the “fallout” benefits or ancillary revenue to be received by BFA and/or its affiliates in connection with the services to be provided to the Fund by BFA, since the Fund has not commenced operations as of December 31, 2013. However, 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 considered the potential payment of advisory fees and/or administration fees to BFA and BTC (or their affiliates) in connection with any investments by the Fund in other funds for which BFA (or its affiliates) provides investment advisory services and/or administration services. The Board also considered the potential for revenue to BTC, the Fund’s securities lending agent, and its affiliates in the event of any loaning of portfolio securities of the Fund. The Board further noted that any portfolio transactions on behalf of the Fund placed through a BFA affiliate or purchased from an underwriting syndicate in which a BFA affiliate participates, will be reported to the Board pursuant to Rule 17e-1 or Rule 10f-3, as applicable, under the 1940 Act. The Board concluded that any such ancillary benefits would not be disadvantageous to the Fund’s shareholders and thus would not alter the Board’s conclusion with respect to the appropriateness of approving the continuance of the Advisory Contract for the coming year.
Based on the considerations described above, the Board determined that the Fund’s investment advisory fee rate under the Advisory Contract does not constitute a fee that is so disproportionately large as to bear no reasonable relationship to the services to be rendered and that could not have been the product of arm’s-length bargaining, and concluded that it is in the best interest of the Fund and its shareholders to approve the continuance of the Advisory Contract for the coming year.
| | |
56 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Board Review and Approval of Investment Advisory
Contract (Continued)
iSHARES® U.S. ETF TRUST
II. iShares Enhanced International Small-Cap ETF
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 Trustees who are not “interested persons” of the Trust (as that term is defined in the 1940 Act) (the “Independent Trustees”), is required annually to consider and approve the Investment Advisory Contract between the Trust and BFA (the “Advisory Contract”) on behalf of the Fund. The Independent Trustees requested, and BFA provided, such information as the Independent Trustees, with advice from independent counsel, deemed reasonably necessary to evaluate the Advisory Contract. A committee of Independent Trustees (the “15(c) Committee”), with independent counsel, met with management on March 12, 2014, May 6, 2014, and May 12, 2014, to discuss the types of information the Independent Trustees required and the manner in which management would organize and present such information. At a meeting held on May 16, 2014, management presented preliminary information to the Board relating to the continuance of the Advisory Contract, and the Board, including the Independent Trustees, reviewed and discussed such information at length. The Independent Trustees requested from management certain additional information, which management agreed to provide. At a meeting held on June 12-13, 2014, the Board, including the Independent Trustees, reviewed the additional information provided by management in response to these requests. After extensive discussions, the Board, including all of the Independent Trustees, approved the continuance of the Advisory Contract for the Fund, based on a review of qualitative and quantitative information provided by BFA, including the additional information management provided at the request of the Independent Trustees. 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 Board also noted that the Board and BFA agreed to discuss potential enhancements and adjustments to the 15(c) process for the coming year. The Independent Trustees were advised by their independent counsel throughout the process, including about the legal standards applicable to their review. In approving the Advisory Contract for the Fund, the Board, including the Independent Trustees, considered the following factors, no one of which was controlling, and reached the following conclusions:
Expenses and Performance of the Fund — The Board reviewed statistical information prepared by Lipper Inc. (“Lipper”), an independent provider of investment company data, regarding the expense ratio components, including any advisory fees, waivers/reimbursements, and gross and net total expenses of the Fund in comparison with the same information for other exchange traded funds (including funds sponsored by an “at cost” service provider) and, in the limited instances where no comparable ETFs existed and the comparison group would not otherwise be reasonable in Lipper’s judgment, pure index institutional mutual funds, objectively selected by Lipper as comprising the Fund’s applicable peer group pursuant to Lipper’s proprietary ETF methodology (the “Lipper Group”). The Board noted that, prior to 2014, Lipper had used a different methodology to determine each iShares fund’s Lipper group, which included mutual funds, closed-end funds, exchange traded funds, and/or funds with differing investment objective classifications, investment focuses and other characteristics (e.g. actively managed funds and funds sponsored by “at cost” service providers), as applicable. The Board further noted that, after consideration by the 15(c) Committee, the Board determined to use instead Lipper’s proprietary ETF methodology to determine the Fund’s Lipper Group. This determination was based on, among other considerations, the increased number and types of ETFs available for comparative purposes than was the case in prior years. The Board was provided with a detailed description of Lipper’s proprietary ETF methodology used by Lipper to determine the applicable Lipper Group and to prepare this information. At the Board’s request, Lipper provided, and the Board considered, information on the impact to the iShares funds’ comparative fee rankings that were attributable to the change from a pure index group methodology to Lipper’s proprietary ETF methodology. The Board further noted that due to the limitations in providing comparable funds in the Lipper Group, the statistical information provided in Lipper’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 for the Fund were within range of the median of the investment advisory fee rates and overall expenses of the funds in its Lipper Group, and in the 67th percentile.
| | | | |
BOARD REVIEW AND APPROVAL OF INVESTMENT ADVISORY CONTRACT | | | 57 | |
Board Review and Approval of Investment Advisory
Contract (Continued)
iSHARES® U.S. ETF TRUST
Because the Fund has not commenced operations as of December 31, 2013, the Board did not review any performance information for the Fund.
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 of the Fund supported the Board’s approval of the continuance of the Advisory Contract for the coming year.
Nature, Extent and Quality of Services to be Provided by BFA — The Board noted that the Fund had not commenced operations as of December 31, 2013, and reviewed the scope of services to be provided by BFA under the Advisory Contract. 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 supporting iShares funds and their shareholders. The Board acknowledged that resources to support the iShares funds and their shareholders have been added or enhanced in recent years, including in such areas as investor education, product management, customized portfolio consulting support, capital markets support, and proprietary risk and performance analytics tools. The Board considered representations by BFA, BTC, and BlackRock that the scope and quality of services to be provided to the Fund would be similar to the scope and quality of services provided to other iShares funds. The Board also considered BFA’s compliance program and its compliance record with respect to other iShares funds. 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 appropriate officers available as needed to provide further assistance with these matters. The Board also reviewed the background and experience of the persons who will be responsible for the day-to-day management of the Fund, as well as the resources that will be 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 June 12-13, 2014 meeting and throughout the previous year, and matters related to BFA’s portfolio compliance policies and procedures.
Based on review of this information, the Board concluded that the nature, extent and quality of services to be provided by BFA to the Fund under the Advisory Contract supported the Board’s approval of the continuance of the Advisory Contract for the coming year.
Costs of Services to be Provided to the Fund and Profits to be Realized by BFA and its Affiliates — While the Board reviewed information about the profitability of the iShares complex to BlackRock based on fees payable to BFA and its affiliates (including fees under advisory contracts with iShares funds), and all other sources of revenue and expense to BFA and its affiliates from iShares funds’ operations for the last calendar year, the Board did not consider the profitability of the Fund to BFA and its affiliates since the Fund had not commenced operations as of December 31, 2013. The Board noted that it expects to receive profitability information from BFA on at least an annual basis following the Fund’s launch and thus be in a position to evaluate whether any new or additional breakpoints or other adjustments in Fund fees would be appropriate.
Economies of Scale — The Board reviewed information regarding potential economies of scale or other efficiencies that may result from increases in the Fund’s assets, noting that the issue of economies of scale with respect to the iShares funds that are in operation was focused on extensively by the 15(c) Committee during its meetings and addressed by management. The Board and the 15(c) Committee reviewed information provided by BFA regarding scale benefits shared with the iShares funds 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 and the 15(c) Committee received information regarding BlackRock’s historical profitability, including BFA’s and its affiliates’ costs in providing services. The cost information distinguished between fixed and variable costs, and explained how the level of fixed and variable costs, as well as the nature of such costs, may impact the existence or size of scale benefits. The Board noted that the Advisory Contract for the Fund did not provide for any breakpoints in the Fund’s
| | |
58 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Board Review and Approval of Investment Advisory
Contract (Continued)
iSHARES® U.S. ETF TRUST
investment advisory fee rate as the assets of the Fund increase. However, the Board noted that should material economies of scale exist in the future, a breakpoint structure for the Fund may be appropriate, and that it would continue to monitor the sharing of economies of scale to determine the appropriateness of adding breakpoints in the future. Based on this review, as well as the other factors considered at the meeting, the Board, recognizing its responsibility to consider this issue at least annually, concluded that the investment advisory fee rate incorporates potential economies of scale and supported the Board’s approval of the continuance of the Advisory Contract 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 and closed-end funds registered under the 1940 Act (including sub-advised funds), collective trust funds, separately managed accounts, and institutional separate accounts (together, the “Other Accounts”), and acknowledged BFA’s assertion that the iShares funds are fundamentally different investment vehicles from the Other Accounts. The Board further noted that BFA provided the Board with detailed information regarding how the Other Accounts (particularly institutional clients) generally differ from the Fund, including in terms of the different, generally more extensive services to be provided to the Fund, as well as other significant differences in the approach of BFA and its affiliates to the Fund, on one hand, and Other Accounts, on the other. 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 exchange traded fund, as compared to the Other Accounts that are institutional clients in light of differing regulatory requirements and client-imposed mandates. The Board also considered the “all-inclusive” nature of the Fund’s advisory fee structure, and the Fund expenses to be borne by BFA under this arrangement. The Board noted that the investment advisory fee rate under the Advisory Contract for the Fund was generally higher than the investment advisory/management fee rates for the Other Accounts that are institutional clients of BFA (or its affiliates) and concluded that the differences appeared to be consistent with the factors discussed.
Other Benefits to BFA and/or its Affiliates — Except as noted below, the Board did not consider the “fallout” benefits or ancillary revenue to be received by BFA and/or its affiliates in connection with the services to be provided to the Fund by BFA, since the Fund has not commenced operations as of December 31, 2013. However, 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 considered the potential payment of advisory fees and/or administration fees to BFA and BTC (or their affiliates) in connection with any investments by the Fund in other funds for which BFA (or its affiliates) provides investment advisory services and/or administration services. The Board also considered the potential for revenue to BTC, the Fund’s securities lending agent, and its affiliates in the event of any loaning of portfolio securities of the Fund. The Board further noted that any portfolio transactions on behalf of the Fund placed through a BFA affiliate or purchased from an underwriting syndicate in which a BFA affiliate participates, will be reported to the Board pursuant to Rule 17e-1 or Rule 10f-3, as applicable, under the 1940 Act. The Board concluded that any such ancillary benefits would not be disadvantageous to the Fund’s shareholders and thus would not alter the Board’s conclusion with respect to the appropriateness of approving the continuance of the Advisory Contract for the coming year.
Based on the considerations described above, the Board determined that the Fund’s investment advisory fee rate under the Advisory Contract does not constitute a fee that is so disproportionately large as to bear no reasonable relationship to the services to be rendered and that could not have been the product of arm’s-length bargaining, and concluded that it is in the best interest of the Fund and its shareholders to approve the continuance of the Advisory Contract for the coming year.
| | | | |
BOARD REVIEW AND APPROVAL OF INVESTMENT ADVISORY CONTRACT | | | 59 | |
Board Review and Approval of Investment Advisory
Contract (Continued)
iSHARES® U.S. ETF TRUST
III. iShares Enhanced U.S. Large-Cap ETF
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 Trustees who are not “interested persons” of the Trust (as that term is defined in the 1940 Act) (the “Independent Trustees”), is required annually to consider and approve the Investment Advisory Contract between the Trust and BFA (the “Advisory Contract”) on behalf of the Fund. The Independent Trustees requested, and BFA provided, such information as the Independent Trustees, with advice from independent counsel, deemed reasonably necessary to evaluate the Advisory Contract. A committee of Independent Trustees (the “15(c) Committee”), with independent counsel, met with management on March 12, 2014, May 6, 2014, and May 12, 2014, to discuss the types of information the Independent Trustees required and the manner in which management would organize and present such information. At a meeting held on May 16, 2014, management presented preliminary information to the Board relating to the continuance of the Advisory Contract, and the Board, including the Independent Trustees, reviewed and discussed such information at length. The Independent Trustees requested from management certain additional information, which management agreed to provide. At a meeting held on June 12-13, 2014, the Board, including the Independent Trustees, reviewed the additional information provided by management in response to these requests. After extensive discussions, the Board, including all of the Independent Trustees, approved the continuance of the Advisory Contract for the Fund, based on a review of qualitative and quantitative information provided by BFA, including the additional information management provided at the request of the Independent Trustees. 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 Board also noted that the Board and BFA agreed to discuss potential enhancements and adjustments to the 15(c) process for the coming year. The Independent Trustees were advised by their independent counsel throughout the process, including about the legal standards applicable to their review. In approving the Advisory Contract for the Fund, the Board, including the Independent Trustees, considered the following factors, no one of which was controlling, and reached the following conclusions:
Expenses and Performance of the Fund — The Board reviewed statistical information prepared by Lipper Inc. (“Lipper”), an independent provider of investment company data, regarding the expense ratio components, including actual advisory fees, waivers/reimbursements, and gross and net total expenses of the Fund in comparison with the same information for other exchange traded funds (including funds sponsored by an “at cost” service provider) and, in the limited instances where no comparable ETFs existed and the comparison group would not otherwise be reasonable in Lipper’s judgment, pure index institutional mutual funds, objectively selected by Lipper as comprising the Fund’s applicable peer group pursuant to Lipper’s proprietary ETF methodology (the “Lipper Group”). The Board noted that, prior to 2014, Lipper had used a different methodology to determine the Fund’s Lipper group, which included mutual funds, closed-end funds, exchange traded funds, and/or funds with differing investment objective classifications, investment focuses and other characteristics (e.g. actively managed funds and funds sponsored by “at cost” service providers), as applicable. The Board further noted that, after consideration by the 15(c) Committee, the Board determined to use instead Lipper’s proprietary ETF methodology to determine the Fund’s Lipper Group. This determination was based on, among other considerations, the increased number and types of ETFs available for comparative purposes than was the case in prior years. The Board was provided with a detailed description of Lipper’s proprietary ETF methodology used by Lipper to determine the applicable Lipper Group and to prepare this information. At the Board’s request, Lipper provided, and the Board considered, information on the impact to the iShares funds’ comparative fee rankings that were attributable to the change from a pure index group methodology to Lipper’s proprietary ETF methodology. The Board further noted that due to the limitations in providing comparable funds in the Lipper Group, the statistical information provided in Lipper’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 for the Fund were lower than the median of the investment advisory fee rates and overall expenses of the funds in its Lipper Group.
| | |
60 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Board Review and Approval of Investment Advisory
Contract (Continued)
iSHARES® U.S. ETF TRUST
In addition, the Board reviewed statistical information prepared by Lipper regarding the performance of the Fund for the one-, three-, five-, ten-year, and since inception periods, as applicable, and the “last quarter” period ended December 31, 2013, and a comparison of the Fund’s performance to its performance benchmark index for the same periods. To the extent that any of the comparison funds included in the Lipper Group track the same index as the Fund, Lipper also provided, and the Board reviewed, a comparison of the Fund’s performance to that of such relevant comparison funds for the same periods. The Board noted that the Fund generally performed in line with its respective performance benchmark index over the relevant periods. In considering this information, the Board noted that the Lipper Group may include funds that are not exchange traded funds or index funds, and that may have different investment objectives and/or benchmarks from the Fund. In addition, the Board noted that the Fund seeks to track its own benchmark index and that, during the prior year, the Board received periodic reports on the Fund’s performance in comparison with its relevant benchmark index. Such periodic comparative performance information, including detailed information on certain specific iShares funds requested by the Boards, was also considered.
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 Contract for the coming year.
Nature, Extent and Quality of Services Provided by BFA — Based on management’s representations, including information about recent and proposed enhancements to the iShares business, including with respect to shareholder servicing and support, the Board expected that there would be no diminution in the scope of services required of or provided by BFA under the Advisory Contract for the coming year as compared to 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 supporting the Fund and its shareholders. The Board acknowledged that resources to support the iShares funds and their shareholders have been added or enhanced in recent years, including in such areas as investor education, product management, customized portfolio consulting support, capital markets support, and proprietary risk and performance analytics tools. 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 appropriate officers 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 June 12-13, 2014 meeting and throughout the previous year, and matters related to BFA’s portfolio compliance policies and procedures. The Board noted that the Fund had met its investment objective consistently since its inception date.
Based on review of this information, and the performance information discussed above, the Board concluded that the nature, extent and quality of services provided by BFA to the Fund under the Advisory Contract supported the Board’s approval of the continuance of the Advisory Contract for the coming year.
Costs of Services Provided to the Fund and Profits Realized by BFA and Affiliates — The Board reviewed information about the profitability to BlackRock of the Fund based on the fees payable to BFA and its affiliates (including fees under the Advisory Contract), and all 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 profitability methodology for the iShares funds, noting that the 15(c) Committee had focused on the methodology and proposed presentation during its meetings. The Board discussed the sources of direct and ancillary revenue with management, including the revenues to BTC from securities lending by the Fund. The Board also discussed BFA’s profit margin as reflected in the Fund’s profitability analysis and reviewed information regarding potential
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Board Review and Approval of Investment Advisory
Contract (Continued)
iSHARES® U.S. ETF TRUST
economies of scale (as discussed below). Based on this review, the Board concluded that the profits realized by BFA and its affiliates under the Advisory Contract and from other relationships between the Fund and BFA and/or its affiliates, if any, were within a reasonable range in light of the factors considered.
Economies of Scale — The Board reviewed information regarding potential economies of scale or other efficiencies that may result from increases in the Fund’s assets, noting that the issue of economies of scale had been focused on extensively by the 15(c) Committee during its meetings and addressed by management. The Board and the 15(c) Committee reviewed information provided by BFA regarding scale benefits shared with the iShares funds 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 and the 15(c) Committee received information regarding BlackRock’s historical profitability, including BFA’s and its affiliates’ costs in providing services. The cost information distinguished between fixed and variable costs, and explained how the level of fixed and variable costs, as well as the nature of such costs, may impact the existence or size of scale benefits. The Board noted that the Advisory Contract for the Fund did not provide for any breakpoints in the Fund’s investment advisory fee rate as the assets of the Fund increase. However, the Board further noted management’s assertion that future economies of scale for the Fund had been taken into consideration by fixing the investment advisory fee rate at the low end of the market place, effectively giving Fund shareholders, from inception, the benefits of a lower fee. The Board noted that it would continue to monitor the sharing of economies of scale to determine the appropriateness of adding breakpoints in the future. Based on this review, as well as the other factors considered at the meeting, the Board, recognizing its responsibility to consider this issue at least annually, concluded that the investment advisory fee rate incorporates potential economies of scale and supported the Board’s approval of the continuance of the Advisory Contract 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 and closed-end funds registered under the 1940 Act (including sub-advised funds), collective trust funds, separately managed accounts, and institutional separate accounts (together, the “Other Accounts”), and acknowledged BFA’s assertion that the iShares funds are fundamentally different investment vehicles from the Other Accounts. The Board noted that BFA and its affiliates do manage Other Accounts with a substantially similar investment objective and strategy as the Fund. The Board further noted that BFA provided the Board with detailed information regarding how the Other Accounts (particularly institutional clients) generally differ from the Fund, including in terms of the different, generally more extensive services provided to the Fund, as well as other significant differences in the approach of BFA and its affiliates to the Fund, on one hand, and Other Accounts, on the other. 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 exchange traded fund, as compared to the Other Accounts that are institutional clients in light of differing regulatory requirements and client-imposed mandates. The Board also considered the “all-inclusive” nature of the Fund’s advisory fee structure, and the Fund expenses borne by BFA under this arrangement. The Board noted that the investment advisory fee rate under the Advisory Contract for the Fund was generally higher than the investment advisory/management fee rates for the Other Accounts that are institutional clients of BFA (or its affiliates) and concluded that the differences appeared to be consistent with the factors discussed.
Other Benefits to BFA and/or its Affiliates — The Board reviewed the “fallout” benefits or ancillary revenue received by BFA and/or its affiliates in connection with the services provided to the Fund by BFA, such as 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 profitability methodology), and payment of advisory fees and/or administration fees to BFA and BTC (or their affiliates) in
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62 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Board Review and Approval of Investment Advisory
Contract (Continued)
iSHARES® U.S. ETF TRUST
connection with any investments by the Fund in other funds for which BFA (or its affiliates) provides investment advisory services and/or administration services. 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 further noted that any portfolio transactions on behalf of the Fund placed through a BFA affiliate or purchased from an underwriting syndicate in which a BFA affiliate participates, are reported to the Board pursuant to Rule 17e-1 or Rule 10f-3, as applicable, under the 1940 Act. The Board concluded that any such ancillary benefits would not be disadvantageous to the Fund’s shareholders and thus would not alter the Board’s conclusion with respect to the appropriateness of approving the continuance of the Advisory Contract for the coming year.
Based on the considerations described above, the Board determined that the Fund’s investment advisory fee rate under the Advisory Contract 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 that it is in the best interest of the Fund and its shareholders to approve the continuance of the Advisory Contract for the coming year.
IV. iShares Enhanced U.S. Small-Cap ETF
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 Trustees who are not “interested persons” of the Trust (as that term is defined in the 1940 Act) (the “Independent Trustees”), is required annually to consider and approve the Investment Advisory Contract between the Trust and BFA (the “Advisory Contract”) on behalf of the Fund. The Independent Trustees requested, and BFA provided, such information as the Independent Trustees, with advice from independent counsel, deemed reasonably necessary to evaluate the Advisory Contract. A committee of Independent Trustees (the “15(c) Committee”), with independent counsel, met with management on March 12, 2014, May 6, 2014, and May 12, 2014, to discuss the types of information the Independent Trustees required and the manner in which management would organize and present such information. At a meeting held on May 16, 2014, management presented preliminary information to the Board relating to the continuance of the Advisory Contract, and the Board, including the Independent Trustees, reviewed and discussed such information at length. The Independent Trustees requested from management certain additional information, which management agreed to provide. At a meeting held on June 12-13, 2014, the Board, including the Independent Trustees, reviewed the additional information provided by management in response to these requests. After extensive discussions, the Board, including all of the Independent Trustees, approved the continuance of the Advisory Contract for the Fund, based on a review of qualitative and quantitative information provided by BFA, including the additional information management provided at the request of the Independent Trustees. 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 Board also noted that the Board and BFA agreed to discuss potential enhancements and adjustments to the 15(c) process for the coming year. The Independent Trustees were advised by their independent counsel throughout the process, including about the legal standards applicable to their review. In approving the Advisory Contract for the Fund, the Board, including the Independent Trustees, considered the following factors, no one of which was controlling, and reached the following conclusions:
Expenses and Performance of the Fund — The Board reviewed statistical information prepared by Lipper Inc. (“Lipper”), an independent provider of investment company data, regarding the expense ratio components, including actual advisory fees, waivers/reimbursements, and gross and net total expenses of the Fund in comparison with the same information for other exchange traded funds (including funds sponsored by an “at cost” service provider) and, in the limited instances where no comparable ETFs existed and the comparison group would not otherwise be reasonable in Lipper’s judgment, pure index institutional mutual funds, objectively selected by Lipper as comprising the Fund’s applicable peer group pursuant to Lipper’s proprietary ETF methodology (the “Lipper Group”). The Board noted that, prior to 2014, Lipper had used a different methodology to determine the Fund’s Lipper group, which included mutual funds, closed-end funds, exchange traded funds, and/or funds with
| | | | |
BOARD REVIEW AND APPROVAL OF INVESTMENT ADVISORY CONTRACT | | | 63 | |
Board Review and Approval of Investment Advisory
Contract (Continued)
iSHARES® U.S. ETF TRUST
differing investment objective classifications, investment focuses and other characteristics (e.g. actively managed funds and funds sponsored by “at cost” service providers), as applicable. The Board further noted that, after consideration by the 15(c) Committee, the Board determined to use instead Lipper’s proprietary ETF methodology to determine the Fund’s Lipper Group. This determination was based on, among other considerations, the increased number and types of ETFs available for comparative purposes than was the case in prior years. The Board was provided with a detailed description of Lipper’s proprietary ETF methodology used by Lipper to determine the applicable Lipper Group and to prepare this information. At the Board’s request, Lipper provided, and the Board considered, information on the impact to the iShares funds’ comparative fee rankings that were attributable to the change from a pure index group methodology to Lipper’s proprietary ETF methodology. The Board further noted that due to the limitations in providing comparable funds in the Lipper Group, the statistical information provided in Lipper’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 for the Fund were lower than the median of the investment advisory fee rates and overall expenses of the funds in its Lipper Group.
In addition, the Board reviewed statistical information prepared by Lipper regarding the performance of the Fund for the one-, three-, five-, ten-year, and since inception periods, as applicable, and the “last quarter” period ended December 31, 2013, and a comparison of the Fund’s performance to its performance benchmark index for the same periods. To the extent that any of the comparison funds included in the Lipper Group track the same index as the Fund, Lipper also provided, and the Board reviewed, a comparison of the Fund’s performance to that of such relevant comparison funds for the same periods. The Board noted that the Fund generally performed in line with its respective performance benchmark index over the relevant periods. In considering this information, the Board noted that the Lipper Group may include funds that are not exchange traded funds or index funds, and that may have different investment objectives and/or benchmarks from the Fund. In addition, the Board noted that the Fund seeks to track its own benchmark index and that, during the prior year, the Board received periodic reports on the Fund’s performance in comparison with its relevant benchmark index. Such periodic comparative performance information, including detailed information on certain specific iShares funds requested by the Boards, was also considered.
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 Contract for the coming year.
Nature, Extent and Quality of Services Provided by BFA — Based on management’s representations, including information about recent and proposed enhancements to the iShares business, including with respect to shareholder servicing and support, the Board expected that there would be no diminution in the scope of services required of or provided by BFA under the Advisory Contract for the coming year as compared to 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 supporting the Fund and its shareholders. The Board acknowledged that resources to support the iShares funds and their shareholders have been added or enhanced in recent years, including in such areas as investor education, product management, customized portfolio consulting support, capital markets support, and proprietary risk and performance analytics tools. 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 appropriate officers 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 June 12-13, 2014 meeting and
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64 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Board Review and Approval of Investment Advisory
Contract (Continued)
iSHARES® U.S. ETF TRUST
throughout the previous year, and matters related to BFA’s portfolio compliance policies and procedures. The Board noted that the Fund had met its investment objective consistently since its inception date.
Based on review of this information, and the performance information discussed above, the Board concluded that the nature, extent and quality of services provided by BFA to the Fund under the Advisory Contract supported the Board’s approval of the continuance of the Advisory Contract for the coming year.
Costs of Services Provided to the Fund and Profits Realized by BFA and Affiliates — The Board reviewed information about the profitability to BlackRock of the Fund based on the fees payable to BFA and its affiliates (including fees under the Advisory Contract), and all 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 profitability methodology for the iShares funds, noting that the 15(c) Committee had focused on the methodology and proposed presentation during its meetings. The Board discussed the sources of direct and ancillary revenue with management, including the revenues to BTC from securities lending by the Fund. The Board also discussed BFA’s 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 profits realized by BFA and its affiliates under the Advisory Contract and from other relationships between the Fund and BFA and/or its affiliates, if any, were within a reasonable range in light of the factors considered.
Economies of Scale — The Board reviewed information regarding potential economies of scale or other efficiencies that may result from increases in the Fund’s assets, noting that the issue of economies of scale had been focused on extensively by the 15(c) Committee during its meetings and addressed by management. The Board and the 15(c) Committee reviewed information provided by BFA regarding scale benefits shared with the iShares funds 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 and the 15(c) Committee received information regarding BlackRock’s historical profitability, including BFA’s and its affiliates’ costs in providing services. The cost information distinguished between fixed and variable costs, and explained how the level of fixed and variable costs, as well as the nature of such costs, may impact the existence or size of scale benefits. The Board noted that the Advisory Contract for the Fund did not provide for any breakpoints in the Fund’s investment advisory fee rate as the assets of the Fund increase. However, the Board noted that should material economies of scale exist in the future, a breakpoint structure for the Fund may be appropriate, and that it would continue to monitor the sharing of economies of scale to determine the appropriateness of adding breakpoints in the future. Based on this review, as well as the other factors considered at the meeting, the Board, recognizing its responsibility to consider this issue at least annually, concluded that the investment advisory fee rate incorporates potential economies of scale and supported the Board’s approval of the continuance of the Advisory Contract 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 and closed-end funds registered under the 1940 Act (including sub-advised funds), collective trust funds, separately managed accounts, and institutional separate accounts (together, the “Other Accounts”), and acknowledged BFA’s assertion that the iShares funds are fundamentally different investment vehicles from the Other Accounts. The Board noted that BFA and its affiliates do manage Other Accounts with a substantially similar investment objective and strategy as the Fund. The Board further noted that BFA provided the Board with detailed information regarding how the Other Accounts (particularly institutional clients) generally differ from the Fund, including in terms of the different, generally more extensive services provided to the Fund, as well as other significant differences in the approach of BFA and its affiliates to the Fund, on one hand, and Other Accounts, on the other. In that regard, the Board considered that the pricing of services to institutional clients is typically based on a number of factors beyond
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BOARD REVIEW AND APPROVAL OF INVESTMENT ADVISORY CONTRACT | | | 65 | |
Board Review and Approval of Investment Advisory
Contract (Continued)
iSHARES® U.S. ETF TRUST
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 exchange traded fund, as compared to the Other Accounts that are institutional clients in light of differing regulatory requirements and client-imposed mandates. The Board also considered the “all-inclusive” nature of the Fund’s advisory fee structure, and the Fund expenses borne by BFA under this arrangement. The Board noted that the investment advisory fee rate under the Advisory Contract for the Fund was generally higher than the investment advisory/management fee rates for the Other Accounts that are institutional clients of BFA (or its affiliates) and concluded that the differences appeared to be consistent with the factors discussed.
Other Benefits to BFA and/or its Affiliates — The Board reviewed the “fallout” benefits or ancillary revenue received by BFA and/or its affiliates in connection with the services provided to the Fund by BFA, such as 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 profitability methodology), and payment of advisory fees and/or administration fees to BFA and BTC (or their affiliates) in connection with any investments by the Fund in other funds for which BFA (or its affiliates) provides investment advisory services and/or administration services. 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 further noted that any portfolio transactions on behalf of the Fund placed through a BFA affiliate or purchased from an underwriting syndicate in which a BFA affiliate participates, are reported to the Board pursuant to Rule 17e-1 or Rule 10f-3, as applicable, under the 1940 Act. The Board concluded that any such ancillary benefits would not be disadvantageous to the Fund’s shareholders and thus would not alter the Board’s conclusion with respect to the appropriateness of approving the continuance of the Advisory Contract for the coming year.
Based on the considerations described above, the Board determined that the Fund’s investment advisory fee rate under the Advisory Contract 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 that it is in the best interest of the Fund and its shareholders to approve the continuance of the Advisory Contract for the coming year.
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66 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Supplemental Information (Unaudited)
iSHARES® U.S. ETF TRUST
Section 19(a) Notices
The amounts and sources of distributions reported are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon each Fund’s investment experience during the year and may be subject to changes based on the tax regulations. Shareholders will receive a Form 1099-DIV each calendar year that will inform them how to report distributions for federal income tax purposes.
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| | Total Cumulative Distributions for the Fiscal Year | | | % Breakdown of the Total Cumulative Distributions for the Fiscal Year | |
iShares ETF | | Net Investment Income | | | Net Realized Capital Gains | | | Return of Capital | | | Total Per Share | | | Net Investment Income | | | Net Realized Capital Gains | | | Return of Capital | | | Total Per Share | |
Enhanced U.S. Large-Cap | | $ | 0.477982 | | | $ | — | | | $ | — | | | $ | 0.477982 | | | | 100 | % | | | — | % | | | — | % | | | 100 | % |
Enhanced U.S. Small-Cap | | | 0.328426 | | | | — | | | | 0.003545 | | | | 0.331971 | | | | 99 | | | | — | | | | 1 | | | | 100 | |
Premium/Discount Information
The tables that follow present information about the differences between the daily market price on secondary markets for shares of a Fund and that Fund’s net asset value. Net asset value, or “NAV,” is the price per share at which each Fund issues and redeems shares. It is calculated in accordance with the standard formula for valuing mutual fund shares. The “Market Price” of each Fund generally is determined using the midpoint between the highest bid and the lowest offer on the primary stock exchange on which the shares of such Fund are listed for trading, as of the time that the Fund’s NAV is calculated. Each Fund’s Market Price may be at, above or below its NAV. The NAV of each Fund will fluctuate with changes in the fair value of its portfolio holdings. The Market Price of each Fund will fluctuate in accordance with changes in its NAV, as well as market supply and demand.
Premiums or discounts are the differences (expressed as a percentage) between the NAV and Market Price of a Fund on a given day, generally at the time NAV is calculated. A premium is the amount that a Fund is trading above the reported NAV, expressed as a percentage of the NAV. A discount is the amount that a Fund is trading below the reported NAV, expressed as a percentage of the NAV.
The following information shows the frequency distributions of premiums and discounts for each of the Funds included in this report. The information shown for each Fund is for five calendar years (or for each full calendar quarter completed after the inception date of such Fund if less than five years) through the date of the most recent calendar quarter-end. The specific periods covered for each Fund are disclosed in the table for such Fund.
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SUPPLEMENTAL INFORMATION | | | 67 | |
Supplemental Information (Unaudited) (Continued)
iSHARES® U.S. ETF TRUST
Each line in the table shows the number of trading days in which the Fund traded within the premium/discount range indicated. The number of trading days in each premium/discount range is also shown as a percentage of the total number of trading days in the period covered by each table. All data presented here represents past performance, which cannot be used to predict future results.
iShares Enhanced International Large-Cap ETF
Period Covered: April 1, 2014 through June 30, 2014
| | | | | | | | |
Premium/Discount Range | | Number of Days | | | Percentage of Total Days | |
Greater than 1.0% and Less than 1.5% | | | 2 | | | | 3.17 | % |
Greater than 0.5% and Less than 1.0% | | | 21 | | | | 33.34 | |
Between 0.5% and –0.5% | | | 39 | | | | 61.90 | |
Less than –0.5% and Greater than –1.0% | | | 1 | | | | 1.59 | |
| | | | | | | | |
| | | 63 | | | | 100.00 | % |
| | | | | | | | |
iShares Enhanced International Small-Cap ETF
Period Covered: April 1, 2014 through June 30, 2014
| | | | | | | | |
Premium/Discount Range | | Number of Days | | | Percentage of Total Days | |
Greater than 1.0% and Less than 1.5% | | | 4 | | | | 6.35 | % |
Greater than 0.5% and Less than 1.0% | | | 39 | | | | 61.90 | |
Between 0.5% and –0.5% | | | 19 | | | | 30.16 | |
Less than –0.5% and Greater than –1.0% | | | 1 | | | | 1.59 | |
| | | | | | | | |
| | | 63 | | | | 100.00 | % |
| | | | | | | | |
iShares Enhanced U.S. Large-Cap ETF
Period Covered: July 1, 2013 through June 30, 2014
| | | | | | | | |
Premium/Discount Range | | Number of Days | | | Percentage of Total Days | |
Between 0.5% and –0.5% | | | 252 | | | | 100.00 | % |
| | | | | | | | |
iShares Enhanced U.S. Small-Cap ETF
Period Covered: July 1, 2013 through June 30, 2014
| | | | | | | | |
Premium/Discount Range | | Number of Days | | | Percentage of Total Days | |
Between 0.5% and –0.5% | | | 252 | | | | 100.00 | % |
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68 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Trustee and Officer Information
iSHARES® U.S. ETF TRUST
The Board of Trustees has responsibility for the overall management and operations of the Trust, including general supervision of the duties performed by BFA and other service providers. Each Trustee serves until he or she resigns, is removed, dies, retires or becomes incapacitated. The President, Chief Compliance Officer, Treasurer and Secretary shall each hold office until their successors are chosen and qualify, and all other officers shall hold office until he or she resigns or is removed. Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust are referred to as independent trustees (“Independent Trustees”).
The registered investment companies advised by BFA or its affiliates are organized into one complex of closed-end funds, two complexes of open-end funds and one complex of exchange-traded funds (“Exchange-Traded Fund Complex”) (each, a “BlackRock Fund Complex”). Each Fund is included in the BlackRock Fund Complex referred to as the Exchange-Traded Fund Complex. Each Trustee also serves as a Director of iShares, Inc., a Director of iShares MSCI Russia Capped ETF, Inc. and a Trustee of iShares Trust and, as a result, oversees a total of 311 Funds (as of July 31, 2014) within the Exchange-Traded Fund Complex. With the exception of Robert S. Kapito and Mark Wiedman the address of each Trustee and Officer is c/o BlackRock, Inc., 400 Howard Street, San Francisco, CA 94105. The address of Mr. Kapito and Mr. Wiedman is c/o BlackRock, Inc., Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055. The Board has designated Robert H. Silver as its Independent Chairman. Additional information about the Funds’ Trustees and Officers may be found in the Funds’ combined Statement of Additional Information, which is available without charge, upon request, by calling toll-free 1-800-iShares (1-800-474-2737).
Interested Trustees
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| | | |
Name (Age) | | Position(s) | | Principal Occupation(s) During the Past 5 Years | | Other Directorships Held by Trustee |
Robert S. Kapitoa (57) | | Trustee (since 2011). | | President and Director, BlackRock, Inc. (since 2006); Vice Chairman of BlackRock, Inc. and Head of BlackRock’s Portfolio Management Group (since its formation in 1998) and BlackRock, Inc.’s predecessor entities (since 1988); Trustee, University of Pennsylvania (since 2009); President of Board of Directors, Hope & Heroes Children’s Cancer Fund (since 2002); President of the Board of Directors, Periwinkle Theatre for Youth (since 1983). | | Director of BlackRock, Inc. (since 2006); Trustee of iShares Trust (since 2009); Director of iShares, Inc. (since 2009); Director of iShares MSCI Russia Capped ETF, Inc. (since 2010). |
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Mark Wiedmanb (43) | | Trustee (since 2013) | | Managing Director, BlackRock, Inc. (since 2007); Global Head of iShares (since 2011); Head of Corporate Strategy, BlackRock, Inc. (2009-2011). | | Trustee of iShares Trust (since 2013); Director of iShares, Inc. (since 2013); Director of iShares MSCI Russia Capped ETF, Inc. (since 2013); Director of PennyMac Financial Services, Inc. (since 2008). |
a | | Robert S. Kapito is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust due to his affiliations with BlackRock, Inc. |
b | | Mark Wiedman is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust due to his affiliations with BlackRock, Inc. and its affiliates. |
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TRUSTEEAND OFFICER INFORMATION | | | 69 | |
Trustee and Officer Information (Continued)
iSHARES® U.S. ETF TRUST
Independent Trustees
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Name (Age) | | Position(s) | | Principal Occupation(s) During the Past 5 Years | | Other Directorships Held by Trustee |
Robert H. Silver (59) | | Trustee (since 2011); Independent Chairman (since 2012). | | President and Co-Founder of The Bravitas Group, Inc. (since 2006); Director and Vice Chairman of the YMCA of Greater NYC (2001-2011); Broadway Producer (2006-2011); Co-Founder and Vice President of Parentgiving Inc. (since 2008); Director and Member of the Audit and Compensation Committee of EPAM Systems, Inc. (2006-2009); President and Chief Operating Officer of UBS Financial Services Inc. (formerly Paine Webber Inc.) (2003-2005) and various executive positions with UBS and its affiliates (1988-2005); CPA and Audit Manager of KPMG, LLP (formerly Peat Marwick Mitchell) (1977-1983). | | Trustee of iShares Trust (since 2007); Director of iShares, Inc. (since 2007); Director of iShares MSCI Russia Capped ETF, Inc. (since 2010); Independent Chairman of iShares, Inc., iShares MSCI Russia Capped ETF, Inc. and iShares Trust (since 2012). |
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Cecilia H. Herbert (65) | | Trustee (since 2011); Nominating and Governance Committee Chair and Equity Plus Committee Chair (since 2012). | | Trustee and Member (since 2011) of the Investment Committee, WNET, the New York public broadcasting/media company; Director (1998-2013) and President (2007-2011) of the Board of Directors, Catholic Charities CYO; Trustee (2002-2011) and Chair of the Finance and Investment Committee (2006-2010) of the Thacher School; Member (since 1992) and Chair (1994-2005) of the Investment Committee, Archdiocese of San Francisco. | | Trustee of iShares Trust (since 2005); Director of iShares, Inc. (since 2005); Director of iShares MSCI Russia Capped ETF, Inc. (since 2010); Director of Forward Funds (34 portfolios) (since 2009). |
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Charles A. Hurty (70) | | Trustee (since 2011); Audit Committee Chair (since 2011). | | Retired; Partner, KPMG LLP (1968-2001). | | Trustee of iShares Trust (since 2005); Director of iShares, Inc. (since 2005); Director of iShares MSCI Russia Capped ETF, Inc. (since 2010); Director of GMAM Absolute Return Strategy Fund (1 portfolio) (since 2002); Director of SkyBridge Alternative Investments Multi-Adviser Hedge Fund Portfolios LLC (2 portfolios) (since 2002). |
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John E. Kerrigan (59) | | Trustee (since 2011); Fixed Income Plus Committee Chair (since 2012). | | Chief Investment Officer, Santa Clara University (since 2002). | | Trustee of iShares Trust (since 2005); Director of iShares, Inc. (since 2005); Director of iShares MSCI Russia Capped ETF, Inc. (since 2010). |
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70 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Trustee and Officer Information (Continued)
iSHARES® U.S. ETF TRUST
Independent Trustees (Continued)
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Name (Age) | | Position(s) | | Principal Occupation(s) During the Past 5 Years | | Other Directorships Held by Trustee |
John E. Martinez (53) | | Trustee (since 2011); Securities Lending Committee Chair (since 2012). | | Director of FirstREX Agreement Corp. (formerly EquityRock, Inc.) (since 2005). | | Trustee of iShares Trust (since 2003); Director of iShares, Inc. (since 2003); Director of iShares MSCI Russia Capped ETF, Inc. (since 2010). |
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George G.C. Parker (75) | | Trustee (since 2011). | | Dean Witter Distinguished Professor of Finance, Emeritus, Stanford University Graduate School of Business (Professor since 1973; Emeritus since 2006). | | Trustee of iShares Trust (since 2000); Director of iShares, Inc. (since 2002); Director of iShares MSCI Russia Capped ETF, Inc. (since 2010); Director of Tejon Ranch Company (since 1999); Director of Threshold Pharmaceuticals (since 2004); Director of Colony Financial, Inc. (since 2009); Director of First Republic Bank (since 2010). |
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Madhav V. Rajan (49) | | Trustee (since 2011); 15(c) Committee Chair (since 2012). | | Robert K. Jaedicke Professor of Accounting and Senior Associate Dean for Academic Affairs and Head of MBA Program, Stanford University Graduate School of Business (since 2001); Professor of Law (by courtesy), Stanford Law School (since 2005); Visiting Professor, University of Chicago (2007-2008). | | Trustee of iShares Trust (since 2011); Director of iShares, Inc. (since 2011); Director of iShares MSCI Russia Capped ETF, Inc. (since 2011). Director, Cavium, Inc. (since 2013) |
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TRUSTEEAND OFFICER INFORMATION | | | 71 | |
Trustee and Officer Information (Continued)
iSHARES® U.S. ETF TRUST
Officers
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Name (Age) | | Position(s) | | Principal Occupation(s) During the Past 5 Years |
Manish Mehta (43) | | President (since 2013). | | Managing Director, BlackRock, Inc. (since 2009); Chief Operating Officer for iShares (since 2009); Head of Strategy and Corporate Development, BGI (2005-2009); Chief of Staff to the CEO, BGI (2005-2009). |
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Jack Gee (54) | | Treasurer and Chief Financial Officer (since 2011). | | Managing Director, BlackRock, Inc. (since 2009); Senior Director of Fund Administration of Intermediary Investor Business, BGI (2009); Director of Fund Administration of Intermediary Investor Business, BGI (2004-2009). |
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Edward B. Baer (45) | | Vice President and Chief Legal Officer (since 2012). | | Managing Director of Legal & Compliance, BlackRock, Inc. (since 2006); Director of Legal & Compliance, BlackRock, Inc. (2004-2006). |
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Eilleen M. Clavere (62) | | Secretary (since 2011). | | Director of Global Fund Administration, BlackRock, Inc. (since 2009); Director of Legal Administration of Intermediary Investor Business, BGI (2006-2009); Legal Counsel and Vice President of Atlas Funds, Atlas Advisers, Inc. and Atlas Securities, Inc. (2005-2006); Counsel at Kirkpatrick & Lockhart LLP (2001-2005). |
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Scott Radell (45) | | Executive Vice President (since 2012). | | Managing Director, BlackRock, Inc. (since 2009); Head of Portfolio Solutions, BlackRock, Inc. (since 2009); Head of Portfolio Solutions, BGI (2007-2009); Credit Portfolio Manager, BGI (2005-2007); Credit Research Analyst, BGI (2003-2005). |
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Amy Schioldager (51) | | Executive Vice President (since 2011). | | Senior Managing Director, BlackRock, Inc. (since 2009); Global Head of Index Equity, BGI (2008-2009); Global Head of U.S. Indexing, BGI (2006-2008); Head of Domestic Equity Portfolio Management, BGI (2001-2006). |
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Ira P. Shapiro (51) | | Vice President (since 2011). | | Managing Director, BlackRock, Inc. (since 2009); Head of Strategic Product Initiatives for iShares (since 2012); Chief Legal Officer, Exchange-Traded Fund Complex (2007-2012); Associate General Counsel, BGI (2004-2009). |
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72 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
Notes:
Notes:
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74 | | 2014 iSHARES ANNUAL REPORTTO SHAREHOLDERS |
For more information visit www.iShares.com or call 1-800-iShares (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”).
A description of the policies that the Funds use to determine how to vote proxies relating to portfolio securities and information about how the Funds voted proxies relating to portfolio securities during the most recent twelve-month period ending June 30 is available without charge, upon request, by calling toll-free 1-800-474-2737; on the Funds’ website at www.iShares.com; and on the U.S. Securities and Exchange Commission (SEC) website at www.sec.gov.
The Funds file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website or may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Funds also disclose their complete schedules of portfolio holdings on a daily and monthly basis on the Funds’ website.
©2014 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.
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iS-AR-712-0714
Item 2. Code of Ethics.
iShares U.S. ETF Trust (the “Registrant”) adopted a new code of ethics on July 1, 2011 that applies to persons appointed by the Registrant’s Board of Trustees as the President and/or Chief Financial Officer, and any persons performing similar functions. For the fiscal year ended July 31, 2014, there were no amendments to any provision of the former and new codes of ethics, nor were there any waivers granted from any provision of the former and new codes of ethics. A copy of the new code of ethics is filed with this
Form N-CSR under Item 12(a)(1).
Item 3. Audit Committee Financial Expert.
The Registrant’s Board of Trustees has determined that the Registrant has more than one audit committee financial expert, as that term is defined under Item 3(b) and 3(c), serving on its audit committee. The audit committee financial experts serving on the Registrant’s audit committee are Charles A. Hurty, John E. Kerrigan, Robert H. Silver and Madhav V. Rajan, all of whom are independent, as that term is defined under Item 3(a)(2).
Item 4. Principal Accountant Fees and Services.
The principal accountant fees disclosed in items 4(a), 4(b), 4(c), 4(d) and 4(g) are for the four series of the Registrant for which the fiscal year-end is July 31, 2014 (the “Funds”), and whose annual financial statements are reported in Item 1.
| (a) | Audit Fees – The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Funds’ annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years, were $23,400 for the fiscal year ended July 31, 2013 and $52,400 for the fiscal year ended July 31, 2014. |
| (b) | Audit-Related Fees – There were no fees billed for the fiscal years ended July 31, 2013 and July 31, 2014 for assurance and related services by the principal accountant that were reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under (a) of this Item. |
| (c) | Tax Fees – The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for the review of the Funds’ tax returns and excise tax calculations, were $7,354 for the fiscal year ended July 31, 2013 and $14,708 for the fiscal year ended July 31, 2014. |
| (d) | All Other Fees – There were no other fees billed for the fiscal years ended July 31, 2013 and July 31, 2014 for products and services provided by the principal accountant, other than the services reported in (a) through (c) of this Item. |
| (e) | (1) The Registrant’s audit committee charter, as amended, provides that the audit committee is responsible for the approval, prior to appointment, of the engagement of the principal accountant to annually audit and provide their opinion on the Registrant’s financial statements. The audit committee must also approve, prior to appointment, the engagement of the principal accountant to provide non-audit services to the Registrant or to any entity controlling, controlled by or under common control with the Registrant’s investment adviser (“Adviser Affiliate”) that provides ongoing services to the Registrant, if the engagement relates directly to the operations and financial reporting of the Registrant. |
(2) There were no services described in (b) through (d) above (including services required by the audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X) that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
| (f) | None of the hours expended on the principal accountant’s engagement to audit the Funds’ financial statements for the fiscal year ended July 31, 2014 were attributable to work performed by persons other than the principal accountant’s full-time, permanent employees. |
| (g) | The aggregate non-audit fees billed by the Registrant’s principal accountant for services rendered to the Funds, and rendered to the Registrant’s investment adviser, and any Adviser Affiliate that provides ongoing services to the Registrant for the last two fiscal years were, $4,712,339 for the fiscal year ended July 31, 2013 and $3,331,359 for the fiscal year ended July 31, 2014. |
| (h) | The Registrant’s audit committee has considered whether the provision of non-audit services rendered to the Registrant’s investment adviser and any Adviser Affiliate that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, if any, are compatible with maintaining the principal accountant’s independence, and has determined that the provision of these services do not compromise the principal accountant’s independence. |
Item 5. Audit Committee of Listed Registrants.
The Registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Registrant’s audit committee members are Cecilia H. Herbert, Charles A. Hurty, John E. Kerrigan, Robert H. Silver, John E. Martinez and Madhav V. Rajan.
Item 6. Investments.
(a) Schedules of investments are included as part of the reports to shareholders filed under Item 1 of this Form.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to the Registrant.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to the Registrant.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to the Registrant.
Item 10. Submission of Matters to a Vote of Security Holders.
There were no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees.
Item 11. Controls and Procedures.
| (a) | The President (the Registrant’s Principal Executive Officer) and Chief Financial Officer (the Registrant’s Principal Financial Officer) have concluded that, based on their evaluation as of a date within 90 days of the filing date of this report, the disclosure controls and procedures of the Registrant (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) are reasonably designed to achieve the purposes described in Section 4(a) of the attached certification. |
| (b) | There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
Item 12. Exhibits.
(a) (1) Code of Ethics for Senior Officers that is the subject of Item 2 is attached.
(a) (2) Section 302 Certifications are attached.
(a) (3) Not applicable to the Registrant.
(b) Section 906 Certifications are attached.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
iShares U.S. ETF Trust
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By: | | /s/ Manish Mehta |
| | Manish Mehta, President (Principal Executive Officer) |
Date: | | September 24, 2014 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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By: | | /s/ Manish Mehta |
| | Manish Mehta, President (Principal Executive Officer) |
Date: | | September 24, 2014 |
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By: | | /s/ Jack Gee |
| | Jack Gee, Treasurer and Chief Financial Officer (Principal Financial Officer) |
Date: | | September 24, 2014 |