iShares MSCI World ETF (URTH) N-CSR Certified annual shareholder report (management investment company)

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		811-09102
iShares, Inc.
(Exact name of registrant as specified in charter)
c/o: BlackRock Fund Advisors 400 Howard Street, San Francisco, CA				94105
(Address of principal executive offices)				(Zip code)
The Corporation Trust Company 2405 York Road, Suite 201, Lutherville-Timonium, Maryland 21093
(Name and address of agent for service)
Registrant’s telephone number, including area code:			(415) 670-2000
Date of fiscal year end:	August 31, 2023
Date of reporting period:	August 31, 2023

Item 1.   Reports to Stockholders.

(a) The Report to Shareholders is attached herewith.

August

31,

2023

iShares,

Inc.

iShares

MSCI

USA

Equal

Weighted

ETF

|

EUSA

|

NYSE

Arca

2023

Annual

Report

Dear

Shareholder,

Despite

an

uncertain

economic

landscape

during

the

12-month

reporting

period

ended

August

31,

2023,

the

resilience

of

the

U.S.

economy

in

the

face

of

ever

tighter

financial

conditions

provided

an

encouraging

backdrop

for

investors.

While

inflation

was

near

multi-decade

highs

at

the

beginning

of

the

period,

it

declined

precipitously

as

commodity

prices

dropped.

Labor

shortages

also

moderated,

although

wages

continued

to

grow

and

unemployment

rates

reached

the

lowest

levels

in

decades.

This

robust

labor

market

powered

further

growth

in

consumer

spending,

backstopping

the

economy.

Equity

returns

were

solid,

as

the

durability

of

consumer

sentiment

eased

investors’

concerns

about

the

economy’s

trajectory.

The

U.S.

economy

resumed

growth

in

the

third

quarter

of

2022

and

continued

to

expand

thereafter.

Most

major

classes

of

equities

rose,

as

large-capitalization

U.S.

stocks

and

developed

market

equities

advanced

strongly.

However,

small-capitalization

U.S.

stocks

and

emerging

market

equities

posted

more

modest

gains.

The

10-year

U.S.

Treasury

yield

rose

during

the

reporting

period,

driving

its

price

down,

as

investors

reacted

to

elevated

inflation

and

attempted

to

anticipate

future

interest

rate

changes.

The

corporate

bond

market

also

faced

inflationary

headwinds,

although

high-yield

corporate

bond

prices

fared

significantly

better

than

investment-grade

bonds

as

demand

from

yield-seeking

investors

remained

strong.

The

U.S.

Federal

Reserve

(the

“Fed”),

acknowledging

that

inflation

has

been

more

persistent

than

expected,

raised

interest

rates

seven

times

during

the

12-month

period.

Furthermore,

the

Fed

wound

down

its

bond-buying

programs

and

incrementally

reduced

its

balance

sheet

by

not

replacing

securities

that

reach

maturity.

However,

the

Fed

declined

to

raise

interest

rates

at

its

June

2023

meeting,

the

first

time

it

paused

its

tightening

in

the

current

cycle,

before

again

raising

rates

in

July

2023.

Supply

constraints

appear

to

have

become

an

embedded

feature

of

the

new

macroeconomic

environment,

making

it

difficult

for

developed

economies

to

increase

production

without

sparking

higher

inflation.

Geopolitical

fragmentation

and

an

aging

population

risk

further

exacerbating

these

constraints,

keeping

the

labor

market

tight

and

wage

growth

high.

Although

the

Fed

has

decelerated

the

pace

of

interest

rate

hikes

and

recently

opted

for

two

pauses,

we

believe

that

the

new

economic

regime

means

that

the

Fed

will

need

to

maintain

high

rates

for

an

extended

period

to

keep

inflation

under

control.

Furthermore,

ongoing

structural

changes

may

mean

that

the

Fed

will

be

hesitant

to

cut

interest

rates

in

the

event

of

faltering

economic

activity

lest

inflation

accelerate

again.

We

believe

investors

should

expect

a

period

of

higher

volatility

as

markets

adjust

to

the

new

economic

reality

and

policymakers

attempt

to

adapt.

While

we

favor

an

overweight

position

to

developed

market

equities

in

the

long

term,

we

prefer

an

underweight

stance

in

the

near

term.

Expectations

for

corporate

earnings

remain

elevated,

which

seems

inconsistent

with

macroeconomic

constraints.

Nevertheless,

we

are

overweight

on

emerging

market

stocks

in

the

near

term

as

growth

trends

for

emerging

markets

appear

brighter.

We

also

believe

that

stocks

with

an

AI

tilt

should

benefit

from

an

investment

cycle

that

is

set

to

support

revenues

and

margins.

In

credit,

there

are

selective

opportunities

in

the

near

term

despite

tightening

credit

and

financial

conditions.

For

fixed

income

investing

with

a

six-

to

twelve-month

horizon,

we

see

the

most

attractive

investments

in

short-term

U.S.

Treasuries,

U.S.

inflation-linked

bonds,

U.S.

mortgage-backed

securities,

and

hard-

currency

emerging

market

bonds.

Overall,

our

view

is

that

investors

need

to

think

globally,

position

themselves

to

be

prepared

for

a

decarbonizing

economy,

and

be

nimble

as

market

conditions

change.

We

encourage

you

to

talk

with

your

financial

advisor

and

visit

iShares.com

for

further

insight

about

investing

in

today’s

markets.

Sincerely,

Rob

Kapito

President,

BlackRock,

Inc.

The

Markets

in

Review

Rob

Kapito

President,

BlackRock,

Inc.

Total

Returns

as

of

August

31,

2023

Past

performance

is

not

an

indication

of

future

results.

Index

performance

is

shown

for

illustrative

purposes

only.

You

cannot

invest

directly

in

an

index.

6-Month

12-Month

U.S.

large

cap

equities

(S&P

500

®

Index)

14.50%

15.94%

U.S.

small

cap

equities

(Russell

2000

®

Index)

0.99

4.65

International

equities

(MSCI

Europe,

Australasia,

Far

East

Index)

4.75

17.92

Emerging

market

equities

(MSCI

Emerging

Markets

Index)

3.62

1.25

3-month

Treasury

bills

(ICE

BofA

3-Month

U.S.

Treasury

Bill

Index)

2.47

4.25

U.S.

Treasury

securities

(ICE

BofA

10-Year

U.S.

Treasury

Index)

0.11

(4.71)

U.S.

investment

grade

bonds

(Bloomberg

U.S.

Aggregate

Bond

Index)

0.95

(1.19)

Tax-exempt

municipal

bonds

(Bloomberg

Municipal

Bond

Index)

1.04

1.70

U.S.

high

yield

bonds

(Bloomberg

U.S.

Corporate

High

Yield

2%

Issuer

Capped

Index)

4.55

7.19

2

This

Page

is

not

Part

of

Your

Fund

Report

Table

of

Contents

Page

3

The

Markets

in

Review

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

2

Annual

Report:

Market

Overview

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

4

Fund

Summary

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

5

About

Fund

Performance

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

7

Disclosure

of Expenses

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

7

Schedule

of

Investments

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

8

Financial

Statements:

Statement

of

Assets

and

Liabilities

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

17

Statement

of

Operations

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

18

Statements

of

Changes

in

Net

Assets

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

19

Financial

Highlights

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

20

Notes

to

Financial

Statements

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

21

Report

of

Independent

Registered

Public

Accounting

Firm

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

28

Important

Tax

Information

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

29

Board

Review

and

Approval

of

Investment

Advisory

Contract

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

30

Supplemental

Information

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

32

Director

and

Officer

Information

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

34

General

Information

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

36

Glossary

of

Terms

Used

in

this

Report

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

37

Market

Overview

4

2023

iShares

Annual

Report

to

Shareholders

iShares,

Inc.

Domestic

Market

Overview

U.S.

stocks

advanced

for

the

12

months

ended

August

31,

2023

(“reporting

period”),

when

the

Russell

3000

®

Index,

a

broad

measure

of

U.S.

equity

market

performance,

returned

14.76%.

Economic

strength

in

the

face

of

tightening

monetary

conditions

drove

investor

optimism

surrounding

the

resilience

of

the

domestic

economy.

Meanwhile,

decelerating

inflation

alleviated

concerns

related

to

potential

overheating

and

led

investors

to

anticipate

an

end

to

monetary

tightening.

Nonetheless,

investors

watched

the

economy

closely

for

the

impact

of

higher

interest

rates,

and

several

bank

failures

in

early

2023

highlighted

the

potential

second-order

effects

of

tight

monetary

conditions.

However,

government

agencies

acted

swiftly

to

organize

a

sale

of

the

failed

banks’

assets

and

inject

liquidity

into

the

banking

system,

and

equity

prices

recovered.

As

the

reporting

period

began,

inflation,

which

surged

in

the

aftermath

of

the

coronavirus

pandemic,

stood

near

multi-decade

highs.

However,

the

inflation

rate

declined

substantially

thereafter,

although

it

remained

higher

than

pre-pandemic

levels.

Lower

energy

costs

and

the

resolution

of

supply

chain

disruptions

helped

ease

inflation,

as

the

cost

of

transportation

and

shipping

moderated

significantly.

The

U.S.

Federal

Reserve

(“Fed”)

tightened

monetary

policy

rapidly,

raising

short-term

interest

rates

seven

times

over

the

course

of

the

reporting

period.

The

pace

of

tightening

decelerated

as

the

Fed

twice

lowered

the

increment

of

increase

before

pausing

entirely

in

June

2023,

the

first

time

it

declined

to

act

since

the

tightening

cycle

began.

However,

the

Fed

then

raised

interest

rates

again

at

its

July

2023

meeting

and

stated

that

it

will

continue

to

monitor

economic

data.

The

Fed

also

continued

to

decrease

the

size

of

its

balance

sheet

by

reducing

the

store

of

U.S.

Treasuries

it

had

accumulated

to

stabilize

markets

in

the

early

phases

of

the

coronavirus

pandemic.

Despite

the

tightening

financial

conditions,

the

U.S.

economy

demonstrated

continued

strength.

The

economy

returned

to

growth

in

the

third

quarter

of

2022

and

showed

robust,

if

slightly

slower,

growth

thereafter.

Consumers

powered

the

economy,

increasing

their

spending

in

both

nominal

and

inflation-adjusted

terms.

A

strong

labor

market

bolstered

spending,

as

unemployment

remained

low,

and

the

number

of

employed

persons

reached

an

all-time

high.

Tightness

in

the

labor

market

drove

higher

wages,

although

wage

growth

slowed

as

the

reporting

period

continued.

Despite

a

divided

government,

the

U.S.

Congress

was

able

to

strike

a

deal

in

May

2023

to

raise

the

debt

ceiling,

averting

a

potential

government

default.

While

that

deal

enacted

modest

spending

cuts,

government

spending

rose

overall,

and

several

significant

investment

bills

also

passed.

These

included

the

CHIPS

Act,

which

encouraged

the

building

of

semiconductor

capacity

in

the

U.S.,

and

the

Inflation

Reduction

Act,

which

provided

subsidies

for

various

climate-related

initiatives.

These

new

incentives

helped

drive

a

sharp

increase

in

factory

construction

during

the

reporting

period.

In

this

environment,

corporate

profits

remained

solid,

and

many

companies

were

able

to

sufficiently

raise

prices

to

preserve

profit

margins

even

in

the

face

of

higher

labor

and

input

costs.

Nonetheless,

profits

declined

overall

in

the

fourth

quarter

of

2022

and

the

first

quarter

of

2023

before

rebounding

slightly

in

the

second

quarter

of

2023.

The

yield

curve

(a

graphical

representation

of

U.S.

Treasury

rates

at

different

maturities)

further

inverted,

a

sign

that

markets

were

concerned

about

the

impact

of

higher

borrowing

costs

on

the

economy.

Furthermore,

dwindling

personal

savings

and

rising

household

debt

raised

questions

about

the

sustainability

of

consumer

spending

as

an

engine

of

economic

growth.

iShares

®

MSCI

USA

Equal

Weighted

ETF

5

Fund

Summary

Fund

Summary

as

of

August

31,

2023

Investment

Objective

The

iShares

MSCI

USA

Equal

Weighted

ETF

(the

“Fund”)

seeks

to

track

the

investment

results

of

an

index

composed

of

equal

weighted

U.S.

equities,

as

represented

by

the

MSCI

USA

Equal

Weighted

Index

(the

“Index”).

The

Fund

invests

in

a

representative

sample

of

securities

included

in

the

Index

that

collectively

has

an

investment

profile

similar

to

the

Index.

Due

to

the

use

of

representative

sampling,

the

Fund

may

or

may

not

hold

all

of

the

securities

that

are

included

in

the

Index.

Performance

GROWTH

OF

$10,000

INVESTMENT

(AT

NET

ASSET

VALUE)

Index

performance

through

August

31,

2015

reflects

the

performance

of

the

MSCI

USA

Index.

Index

performance

beginning

on

September

1,

2015

reflects

the

performance

of

the

MSCI

USA

Equal

Weighted

Index.

Past

performance

is

not

an

indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

See

“About

Fund

Performance”

for

more

information.

Expense

Example

Average

Annual

Total

Returns

Cumulative

Total

Returns

1

Year

5

Years

10

Years

1

Year

5

Years

10

Years

Fund

NAV

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

8.69

%

7.77

%

10.38

%

8.69

%

45.36

%

168.58

%

Fund

Market

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

8.69

7.79

10.40

–

%

8.69

45.49

168.84

Index

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

8.76

7.88

10.52

8.76

46.15

171.89

Actual

Hypothetical

5%

Return

Beginning

Account

Value

(03/01/23)

Ending

Account

Value

(08/31/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(03/01/23)

Ending

Account

Value

(08/31/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

$

1,000.00

‌

$

1,048.20

‌

$

0.46

‌

$

1,000.00

‌

$

1,024.75

‌

$

0.46

‌

0.09

%

(a)

Expenses

are

equal

to

the

annualized

expense

ratio,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

184/365

(to

reflect

the

one-half

year

period

shown).

Other

fees,

such

as

brokerage

commissions

and

other

fees

to

financial

intermediaries,

may

be

paid

which

are

not

reflected

in

the

tables

and

examples

above.

See

“Disclosure

of

Expenses”

for

more

information.

Fund

Summary

as

of

August

31,

2023

(continued)

iShares

®

MSCI

USA

Equal

Weighted

ETF

6

2023

iShares

Annual

Report

to

Shareholders

Portfolio

Management

Commentary

U.S.

equal

weighted

stocks

advanced

notably

for

the

reporting

period

as

the

U.S.

economy

posted

solid

growth

and

consumer

spending

continued

to

grow.

The

information

technology

sector

contributed

the

most

to

the

Index’s

return,

led

by

the

software

industry.

Many

software

vendors

increased

prices,

often

at

a

pace

exceeding

inflation,

bolstering

the

industry’s

revenues.

Optimism

surrounding

new

developments

in

artificial

intelligence

(“AI”)

also

benefited

the

software

industry,

as

companies

moved

to

develop

applications

that

utilize

it.

A

maker

of

software

that

assesses

creditworthiness

boosted

revenues

following

price

increases,

and

a

data

analytics

company

using

AI

advanced

strongly

as

excitement

about

the

new

technology

drove

increased

demand

for

its

services.

AI

also

helped

stocks

in

the

semiconductors

and

semiconductor

equipment

industry.

Generative

AI

is

computationally

intensive,

and

the

strong

interest

in

the

area

benefited

companies

that

manufacture

specialty

microchips

that

can

be

used

for

these

applications.

New

microchip

development

and

a

partnership

with

a

major

technology

company

further

bolstered

the

stock

of

a

major

semiconductor

firm.

The

industrials

sector

further

contributed

to

the

Index’s

performance,

as

the

strong

economy

and

government

investment

drove

a

large

increase

in

construction

of

new

manufacturing

capacity.

This

benefited

makers

of

construction

equipment

in

the

machinery

industry,

boosting

sales

and

profits

and

allowing

for

price

increases

to

offset

the

higher

cost

of

inputs.

The

building

products

industry

also

gained,

as

homeowners

continued

to

invest

in

repairs

and

remodeling

even

as

existing

home

sales

slowed.

The

consumer

discretionary

sector

also

advanced,

driven

by

strength

in

the

hotels,

restaurants,

and

leisure

industry,

which

benefited

from

higher

spending

on

travel

and

increased

cruise

bookings.

On

the

downside,

stocks

in

the

utilities

sector

declined

as

rising

bond

yields

made

their

dividends

relatively

less

attractive

to

investors.

Portfolio

Information

SECTOR

ALLOCATION

Sector

Percent

of

Total

Investments

(a)

Information

Technology

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

16.4‌

%

Industrials

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

15.1‌

Financials

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

14.5‌

Health

Care

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

12.0‌

Consumer

Discretionary

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

10.1‌

Consumer

Staples

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

6.2‌

Real

Estate

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

6.0‌

Materials

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

5.5‌

Communication

Services

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

5.0‌

Utilities

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

4.8‌

Energy

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

4.4‌

a

a

(a)

Excludes

money

market

funds.

TEN

LARGEST

HOLDINGS

Security

Percent

of

Total

Investments

(a)

Splunk,

Inc.

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

0.2‌

%

Okta,

Inc.,

Class

A

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

0.2‌

Hasbro,

Inc.

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

0.2‌

Tesla,

Inc.

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

0.2‌

MercadoLibre,

Inc.

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

0.2‌

Atlassian

Corp.,

Class

A

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

0.2‌

Western

Digital

Corp.

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

0.2‌

Veeva

Systems,

Inc.,

Class

A

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

0.2‌

Intuit,

Inc.

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

0.2‌

Cloudflare,

Inc.,

Class

A

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

0.2‌

      aaa

aa

About

Fund

Performance

7

About

Fund

Performance/Disclosure

of

Expenses

Past

performance

is

not

an

indication

of

future

results.

Financial

markets

have

experienced

extreme

volatility

and

trading

in

many

instruments

has

been

disrupted.

These

circumstances

may

continue

for

an

extended

period

of

time

and

may

continue

to

affect

adversely

the

value

and

liquidity

of

the

Fund's

investments.

As

a

result,

current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Performance

data

current

to

the

most

recent

month-end

is

available

at

iShares.com

.

Performance

results

assume

reinvestment

of

all

dividends

and

capital

gain

distributions

and

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

fund

distributions

or

on

the

redemption

or

sale

of

fund

shares.

The

investment

return

and

principal

value

of

shares

will

vary

with

changes

in

market

conditions.

Shares

may

be

worth

more

or

less

than

their

original

cost

when

they

are

redeemed

or

sold

in

the

market.

Performance

for

certain

funds

may

reflect

a

waiver

of

a

portion

of

investment

advisory

fees.

Without

such

a

waiver,

performance

would

have

been

lower.

Net

asset

value

or

“NAV”

is

the

value

of

one

share

of

a

fund

as

calculated

in

accordance

with

the

standard

formula

for

valuing

mutual

fund

shares.

Beginning

August

10,

2020,

the

price

used

to

calculate

market

return

(“Market

Price”)

is

the

closing

price.

Prior

to

August

10,

2020,

Market

Price

was

determined

using

the

midpoint

between

the

highest

bid

and

the

lowest

ask

on

the

primary

stock

exchange

on

which

shares

of

a

fund

are

listed

for

trading,

as

of

the

time

that

such

fund’s

NAV

is

calculated.

Market

and

NAV

returns

assume

that

dividends

and

capital

gain

distributions

have

been

reinvested

at

Market

Price

and

NAV,

respectively.

An

index

is

a

statistical

composite

that

tracks

a

specified

financial

market

or

sector.

Unlike

a

fund,

an

index

does

not

actually

hold

a

portfolio

of

securities

and

therefore

does

not

incur

the

expenses

incurred

by

a

fund.

These

expenses

negatively

impact

fund

performance.

Also,

market

returns

do

not

include

brokerage

commissions

that

may

be

payable

on

secondary

market

transactions.

If

brokerage

commissions

were

included,

market

returns

would

be

lower.

Disclosure

of Expenses

Shareholders

of

the

Fund

may

incur

the

following

charges:

(1)

transactional

expenses,

including

brokerage

commissions

on

purchases

and

sales

of

fund

shares

and

(2)

ongoing

expenses,

including

management

fees

and

other

fund

expenses.

The

expense

example

shown

(which

is

based

on

a

hypothetical

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

through

the

end

of

the

period)

is

intended

to

assist

shareholders

both

in

calculating

expenses

based

on

an

investment

in

the

Fund

and

in

comparing

these

expenses

with

similar

costs

of

investing

in

other

funds.

The

expense

example

provides

information

about

actual

account

values

and

actual

expenses.

Annualized

expense

ratios

reflect

contractual

and

voluntary

fee

waivers,

if

any.

In

order

to

estimate

the

expenses

a

shareholder

paid

during

the

period

covered

by

this

report,

shareholders

can

divide

their

account

value

by

$1,000

and

then

multiply

the

result

by

the

number

under

the

heading

entitled

“Expenses

Paid

During

the Period.”

The

expense

example

also

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

a

fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses.

In

order

to

assist

shareholders

in

comparing

the

ongoing

expenses

of

investing

in the

Fund

and

other

funds,

compare

the

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

The

expenses

shown

in

the

expense

example

are

intended

to

highlight

shareholders’

ongoing

costs

only

and

do

not

reflect

any

transactional

expenses,

such

as

brokerage

commissions

and

other

fees

paid

on

purchases

and

sales

of

fund

shares.

Therefore,

the

hypothetical

example

is

useful

in

comparing

ongoing

expenses

only

and

will

not

help

shareholders

determine

the

relative

total

expenses

of

owning

different

funds.

If

these

transactional

expenses

were

included,

shareholder

expenses

would

have

been

higher.

Schedule

of

Investments

August

31,

2023

iShares

®

MSCI

USA

Equal

Weighted

ETF

(Percentages

shown

are

based

on

Net

Assets)

8

2023

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Common

Stocks

Aerospace

&

Defense

 — 

1

.9

%

Axon

Enterprise,

Inc.

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

4,388

$

934,249

Boeing

Co.

(The)

(a)

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

3,816

854,899

General

Dynamics

Corp.

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

3,860

874,830

HEICO

Corp.

(b)

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

2,225

375,380

HEICO

Corp.

,

Class

A

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

3,770

510,571

Howmet

Aerospace,

Inc.

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

17,840

882,545

Huntington

Ingalls

Industries,

Inc.

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

3,943

868,722

L3Harris

Technologies,

Inc.

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

4,778

850,914

Lockheed

Martin

Corp.

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

1,914

858,142

Northrop

Grumman

Corp.

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

1,994

863,581

RTX

Corp.

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

10,078

867,111

Textron,

Inc.

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

11,499

893,587

TransDigm

Group,

Inc.

(a)

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

1,014

916,504

10,551,035

a

Air

Freight

&

Logistics

 — 

0

.6

%

CH

Robinson

Worldwide,

Inc.

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

9,229

834,578

Expeditors

International

of

Washington,

Inc.

.......

7,543

880,343

FedEx

Corp.

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

3,338

871,285

United

Parcel

Service,

Inc.

,

Class

B

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

5,129

868,853

3,455,059

a

Automobile

Components

 — 

0

.5

%

Aptiv

PLC

(a)

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

8,962

909,195

BorgWarner,

Inc.

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

21,604

880,363

Lear

Corp.

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

6,126

882,695

2,672,253

a

Automobiles

 — 

0

.8

%

Ford

Motor

Co.

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

71,943

872,669

General

Motors

Co.

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

25,999

871,226

Lucid

Group,

Inc.

(a)

(b)

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

137,627

864,298

Rivian

Automotive,

Inc.

,

Class

A

(b)

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

41,466

942,522

Tesla,

Inc.

(a)

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

3,767

972,187

4,522,902

a

Banks

 — 

2

.5

%

Bank

of

America

Corp.

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

29,873

856,459

Citigroup,

Inc.

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

20,502

846,528

Citizens

Financial

Group,

Inc.

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

31,551

887,530

Fifth

Third

Bancorp

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

33,691

894,496

First

Citizens

BancShares,

Inc.

,

Class

A

..........

627

852,971

First

Horizon

Corp.

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

68,292

857,065

Huntington

Bancshares,

Inc.

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

77,817

862,990

JPMorgan

Chase

&

Co.

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

5,796

848,129

KeyCorp

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

79,637

902,287

M&T

Bank

Corp.

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

6,744

843,337

PNC

Financial

Services

Group,

Inc.

(The)

........

7,042

850,181

Regions

Financial

Corp.

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

44,778

821,228

Truist

Financial

Corp.

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

30,191

922,335

U.S.

Bancorp

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

23,664

864,446

Webster

Financial

Corp.

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

20,674

876,784

Wells

Fargo

&

Co.

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

20,380

841,490

13,828,256

a

Beverages

 — 

1

.1

%

Brown-Forman

Corp.

,

Class

B

,

NVS

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

12,780

845,141

Coca-Cola

Co.

(The)

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

14,291

855,031

Constellation

Brands,

Inc.

,

Class

A

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

3,346

871,834

Keurig

Dr

Pepper,

Inc.

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

25,753

866,589

Molson

Coors

Beverage

Co.

,

Class

B

...........

13,774

874,511

Monster

Beverage

Corp.

(a)

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

15,044

863,676

Security

Shares

Value

a

Beverages

(continued)

PepsiCo,

Inc.

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

4,872

$

866,826

6,043,608

a

Biotechnology

 — 

2

.4

%

AbbVie,

Inc.

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

5,787

850,458

Alnylam

Pharmaceuticals,

Inc.

(a)

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

4,578

905,620

Amgen,

Inc.

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

3,333

854,381

Biogen,

Inc.

(a)

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

3,247

868,118

BioMarin

Pharmaceutical,

Inc.

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

9,614

878,527

Exact

Sciences

Corp.

(a)

(b)

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

10,501

878,619

Gilead

Sciences,

Inc.

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

11,374

869,884

Horizon

Therapeutics

PLC

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

8,281

933,600

Incyte

Corp.

(a)

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

13,333

860,378

Moderna,

Inc.

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

7,760

877,423

Neurocrine

Biosciences,

Inc.

(a)

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

8,017

872,971

Regeneron

Pharmaceuticals,

Inc.

(a)

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

1,028

849,632

Seagen,

Inc.

(a)

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

4,473

921,751

United

Therapeutics

Corp.

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

3,745

840,228

Vertex

Pharmaceuticals,

Inc.

(a)

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

2,461

857,265

13,118,855

a

Broadline

Retail

 — 

0

.6

%

Amazon.com,

Inc.

(a)

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

6,450

890,164

eBay,

Inc.

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

20,079

899,138

Etsy,

Inc.

(a)

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

11,733

863,197

MercadoLibre,

Inc.

(a)

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

704

966,141

3,618,640

a

Building

Products

 — 

1

.8

%

A

O

Smith

Corp.

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

12,560

910,600

Allegion

PLC

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

8,044

915,488

Builders

FirstSource,

Inc.

(b)

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

6,532

947,401

Carlisle

Companies,

Inc.

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

3,273

860,865

Carrier

Global

Corp.

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

16,252

933,677

Fortune

Brands

Innovations,

Inc.

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

13,072

902,230

Johnson

Controls

International

PLC

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

14,664

866,056

Lennox

International,

Inc.

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

2,500

942,025

Masco

Corp.

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

15,433

910,701

Owens

Corning

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

6,384

918,721

Trane

Technologies

PLC

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

4,377

898,423

10,006,187

a

Capital

Markets

 — 

4

.8

%

Ameriprise

Financial,

Inc.

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

2,604

879,058

Ares

Management

Corp.

,

Class

A

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

8,848

915,237

Bank

of

New

York

Mellon

Corp.

(The)

...........

19,798

888,336

BlackRock,

Inc.

(c)

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

1,287

901,595

Blackstone,

Inc.

,

NVS

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

8,797

935,737

Carlyle

Group,

Inc.

(The)

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

29,580

956,913

Cboe

Global

Markets,

Inc.

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

5,754

861,431

Charles

Schwab

Corp.

(The)

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

14,616

864,536

CME

Group,

Inc.

,

Class

A

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

4,281

867,673

Coinbase

Global,

Inc.

,

Class

A

(b)

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

11,587

922,325

FactSet

Research

Systems,

Inc.

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

2,015

879,366

Franklin

Resources,

Inc.

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

33,559

897,368

Goldman

Sachs

Group,

Inc.

(The)

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

2,682

878,918

Intercontinental

Exchange,

Inc.

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

7,607

897,550

Invesco

Ltd.

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

57,656

917,884

KKR

&

Co.,

Inc.

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

14,523

912,190

LPL

Financial

Holdings,

Inc.

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

3,744

863,329

MarketAxess

Holdings,

Inc.

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

3,441

829,040

Moody's

Corp.

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

2,651

892,857

Morgan

Stanley

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

10,271

874,576

MSCI,

Inc.

,

Class

A

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

1,654

899,147

Nasdaq,

Inc.

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

16,664

874,527

iShares

®

MSCI

USA

Equal

Weighted

ETF

Schedule

of

Investments

(continued)

August

31,

2023

(Percentages

shown

are

based

on

Net

Assets)

9

Schedule

of

Investments

Security

Shares

Value

a

Capital

Markets

(continued)

Northern

Trust

Corp.

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

11,365

$

864,536

Raymond

James

Financial,

Inc.

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

8,282

866,214

Robinhood

Markets,

Inc.

,

Class

A

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

80,908

881,088

S&P

Global,

Inc.

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

2,286

893,506

SEI

Investments

Co.

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

14,159

878,708

State

Street

Corp.

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

12,821

881,316

T

Rowe

Price

Group,

Inc.

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

8,045

902,890

Tradeweb

Markets,

Inc.

,

Class

A

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

10,318

891,785

26,669,636

a

Chemicals

 — 

2

.9

%

Air

Products

and

Chemicals,

Inc.

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

3,031

895,630

Albemarle

Corp.

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

4,586

911,284

Celanese

Corp.

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

7,347

928,367

CF

Industries

Holdings,

Inc.

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

10,987

846,768

Corteva,

Inc.

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

17,162

866,853

Dow,

Inc.

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

15,978

871,760

DuPont

de

Nemours,

Inc.

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

11,598

891,770

Eastman

Chemical

Co.

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

10,374

881,894

Ecolab,

Inc.

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

4,794

881,185

FMC

Corp.

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

9,756

841,260

International

Flavors

&

Fragrances,

Inc.

..........

13,307

937,478

Linde

PLC

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

2,291

886,709

LyondellBasell

Industries

NV

,

Class

A

...........

8,850

874,114

Mosaic

Co.

(The)

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

21,932

852,058

PPG

Industries,

Inc.

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

6,233

883,590

RPM

International,

Inc.

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

8,610

858,761

Sherwin-Williams

Co.

(The)

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

3,213

873,036

Westlake

Corp.

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

6,620

867,088

15,849,605

a

Commercial

Services

&

Supplies

 — 

0

.9

%

Cintas

Corp.

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

1,783

898,935

Copart,

Inc.

(a)

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

19,869

890,727

Republic

Services,

Inc.

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

5,893

849,358

Rollins,

Inc.

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

21,674

857,640

Waste

Connections,

Inc.

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

6,264

858,106

Waste

Management,

Inc.

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

5,435

852,099

5,206,865

a

Communications

Equipment

 — 

0

.8

%

Arista

Networks,

Inc.

(a)

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

4,720

921,486

Cisco

Systems,

Inc.

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

15,651

897,585

F5,

Inc.

(a)

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

5,551

908,477

Juniper

Networks,

Inc.

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

30,835

897,915

Motorola

Solutions,

Inc.

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

3,113

882,753

4,508,216

a

Construction

&

Engineering

 — 

0

.3

%

AECOM

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

9,982

875,921

Quanta

Services,

Inc.

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

4,269

895,935

1,771,856

a

Construction

Materials

 — 

0

.3

%

Martin

Marietta

Materials,

Inc.

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

2,003

894,159

Vulcan

Materials

Co.

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

4,075

889,369

1,783,528

a

Consumer

Finance

 — 

0

.8

%

Ally

Financial,

Inc.

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

31,867

882,397

American

Express

Co.

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

5,381

850,144

Capital

One

Financial

Corp.

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

8,297

849,530

Discover

Financial

Services

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

9,374

844,316

Synchrony

Financial

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

26,343

850,352

4,276,739

a

Security

Shares

Value

a

Consumer

Staples

Distribution

&

Retail

 — 

1

.4

%

Albertsons

Companies,

Inc.

,

Class

A

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

39,969

$

895,306

Costco

Wholesale

Corp.

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

1,596

876,651

Dollar

General

Corp.

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

5,292

732,942

Dollar

Tree,

Inc.

(a)

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

6,077

743,582

Kroger

Co.

(The)

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

18,219

845,179

Sysco

Corp.

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

12,156

846,665

Target

Corp.

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

6,734

852,188

Walgreens

Boots

Alliance,

Inc.

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

32,558

824,043

Walmart,

Inc.

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

5,497

893,867

7,510,423

a

Containers

&

Packaging

 — 

1

.3

%

Amcor

PLC

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

91,288

889,145

Avery

Dennison

Corp.

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

4,871

917,599

Ball

Corp.

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

16,289

886,936

Crown

Holdings,

Inc.

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

9,918

919,002

International

Paper

Co.

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

25,429

887,981

Packaging

Corp.

of

America

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

5,972

890,425

Sealed

Air

Corp.

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

25,180

933,171

Westrock

Co.

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

27,534

900,637

7,224,896

a

Distributors

 — 

0

.5

%

Genuine

Parts

Co.

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

5,607

861,964

LKQ

Corp.

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

16,486

866,010

Pool

Corp.

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

2,469

902,666

2,630,640

a

Diversified

REITs

 — 

0

.2

%

WP

Carey,

Inc.

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

13,547

881,232

a

Diversified

Telecommunication

Services

 — 

0

.5

%

AT&T,

Inc.

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

61,083

903,417

Liberty

Global

PLC

,

Class

C

,

NVS

(a)

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

45,033

893,455

Verizon

Communications,

Inc.

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

26,142

914,447

2,711,319

a

Electric

Utilities

 — 

2

.5

%

Alliant

Energy

Corp.

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

17,175

861,670

American

Electric

Power

Co.,

Inc.

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

10,977

860,597

Constellation

Energy

Corp.

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

8,214

855,570

Duke

Energy

Corp.

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

9,639

855,943

Edison

International

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

12,533

862,897

Entergy

Corp.

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

9,081

864,965

Evergy,

Inc.

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

15,394

846,208

Eversource

Energy

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

13,494

861,187

Exelon

Corp.

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

21,753

872,730

FirstEnergy

Corp.

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

24,055

867,664

NextEra

Energy,

Inc.

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

12,856

858,781

NRG

Energy,

Inc.

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

23,516

883,026

PG&E

Corp.

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

51,834

844,894

PPL

Corp.

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

34,220

852,763

Southern

Co.

(The)

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

12,770

864,912

Xcel

Energy,

Inc.

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

14,868

849,409

13,763,216

a

Electrical

Equipment

 — 

1

.1

%

AMETEK,

Inc.

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

5,601

893,416

Eaton

Corp.

PLC

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

4,033

929,082

Emerson

Electric

Co.

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

9,135

897,514

Generac

Holdings,

Inc.

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

7,448

884,897

Hubbell,

Inc.

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

2,819

919,135

Rockwell

Automation,

Inc.

(b)

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

2,955

922,196

Sensata

Technologies

Holding

PLC

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

23,047

867,028

6,313,268

a

Schedule

of

Investments

(continued)

August

31,

2023

iShares

®

MSCI

USA

Equal

Weighted

ETF

(Percentages

shown

are

based

on

Net

Assets)

10

2023

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Electronic

Equipment,

Instruments

&

Components

 — 

1

.8

%

Amphenol

Corp.

,

Class

A

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

10,151

$

897,145

Arrow

Electronics,

Inc.

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

6,732

898,251

CDW

Corp.

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

4,314

910,901

Cognex

Corp.

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

18,542

872,957

Corning,

Inc.

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

27,034

887,256

Jabil,

Inc.

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

8,172

935,040

Keysight

Technologies,

Inc.

(a)

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

6,639

884,979

TE

Connectivity

Ltd.

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

6,753

894,030

Teledyne

Technologies,

Inc.

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

2,135

893,071

Trimble,

Inc.

(a)

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

16,397

898,392

Zebra

Technologies

Corp.

,

Class

A

(a)

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

3,226

887,182

9,859,204

a

Energy

Equipment

&

Services

 — 

0

.5

%

Baker

Hughes

Co.

,

Class

A

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

24,832

898,670

Halliburton

Co.

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

22,351

863,196

Schlumberger

Ltd.

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

15,163

894,010

2,655,876

a

Entertainment

 — 

1

.6

%

Activision

Blizzard,

Inc.

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

9,570

880,344

Electronic

Arts,

Inc.

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

7,280

873,454

Liberty

Media

Corp.-Liberty

Formula

One

,

Series

C

,

NVS

(a)

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

13,049

897,641

Live

Nation

Entertainment,

Inc.

(a)

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

10,296

870,321

Netflix,

Inc.

(a)

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

2,123

920,703

ROBLOX

Corp.

,

Class

A

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

31,781

899,085

Roku,

Inc.

,

Class

A

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

11,207

910,008

Take-Two

Interactive

Software,

Inc.

(b)

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

6,199

881,498

Walt

Disney

Co.

(The)

(a)

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

10,052

841,151

Warner

Bros

Discovery,

Inc.

,

Series

A

...........

68,421

899,052

8,873,257

a

Financial

Services

 — 

2

.1

%

Apollo

Global

Management,

Inc.

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

10,684

933,141

Berkshire

Hathaway,

Inc.

,

Class

B

(a)

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

2,460

886,092

Block,

Inc.

,

Class

A

(a)

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

15,012

865,442

Equitable

Holdings,

Inc.

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

31,504

907,315

Fidelity

National

Information

Services,

Inc.

........

15,517

866,780

Fiserv,

Inc.

(a)

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

7,259

881,170

FleetCor

Technologies,

Inc.

(a)

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

3,362

913,556

Global

Payments,

Inc.

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

7,035

891,264

Jack

Henry

&

Associates,

Inc.

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

5,579

874,676

Mastercard,

Inc.

,

Class

A

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

2,190

903,682

PayPal

Holdings,

Inc.

(a)

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

14,518

907,520

Toast,

Inc.

,

Class

A

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

40,132

889,726

Visa,

Inc.

,

Class

A

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

3,615

888,133

11,608,497

a

Food

Products

 — 

2

.3

%

Archer-Daniels-Midland

Co.

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

10,516

833,919

Bunge

Ltd.

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

7,704

880,721

Campbell

Soup

Co.

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

20,439

852,306

Conagra

Brands,

Inc.

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

28,891

863,263

Darling

Ingredients,

Inc.

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

13,694

845,742

General

Mills,

Inc.

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

12,499

845,682

Hershey

Co.

(The)

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

3,979

854,928

Hormel

Foods

Corp.

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

22,196

856,544

J

M

Smucker

Co.

(The)

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

6,176

895,211

Kellogg

Co.

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

14,098

860,260

Kraft

Heinz

Co.

(The)

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

25,721

851,108

Lamb

Weston

Holdings,

Inc.

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

9,105

886,918

McCormick

&

Co.,

Inc.

,

NVS

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

10,316

846,737

Mondelez

International,

Inc.

,

Class

A

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

12,197

869,158

Security

Shares

Value

a

Food

Products

(continued)

Tyson

Foods,

Inc.

,

Class

A

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

15,817

$

842,572

12,885,069

a

Gas

Utilities

 — 

0

.2

%

Atmos

Energy

Corp.

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

7,405

858,610

a

Ground

Transportation

 — 

1

.2

%

CSX

Corp.

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

28,113

849,013

JB

Hunt

Transport

Services,

Inc.

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

4,531

851,284

Knight-Swift

Transportation

Holdings,

Inc.

,

Class

A

..

15,376

842,912

Norfolk

Southern

Corp.

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

4,109

842,386

Old

Dominion

Freight

Line,

Inc.

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

2,165

925,256

Uber

Technologies,

Inc.

(a)

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

19,448

918,529

U-Haul

Holding

Co.

,

Series

N

,

NVS

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

15,955

849,444

Union

Pacific

Corp.

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

3,873

854,268

6,933,092

a

Health

Care

Equipment

&

Supplies

 — 

3

.1

%

Abbott

Laboratories

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

8,313

855,408

Align

Technology,

Inc.

(a)

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

2,538

939,415

Baxter

International,

Inc.

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

20,557

834,614

Becton

Dickinson

&

Co.

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

3,146

879,150

Boston

Scientific

Corp.

(a)

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

17,117

923,291

Cooper

Companies,

Inc.

(The)

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

2,319

858,007

Dentsply

Sirona,

Inc.

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

22,977

852,217

Dexcom,

Inc.

(a)

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

8,235

831,570

Edwards

Lifesciences

Corp.

(a)

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

11,285

862,964

GE

HealthCare

Technologies,

Inc.

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

12,492

880,061

Hologic,

Inc.

(a)

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

11,470

857,268

IDEXX

Laboratories,

Inc.

(a)

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

1,792

916,447

Insulet

Corp.

(a)

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

4,358

835,472

Intuitive

Surgical,

Inc.

(a)

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

3,008

940,542

Medtronic

PLC

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

10,569

861,374

ResMed,

Inc.

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

5,175

825,878

STERIS

PLC

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

3,890

893,105

Stryker

Corp.

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

3,127

886,661

Teleflex,

Inc.

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

3,949

840,110

Zimmer

Biomet

Holdings,

Inc.

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

7,161

853,018

17,426,572

a

Health

Care

Providers

&

Services

 — 

2

.4

%

Cardinal

Health,

Inc.

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

9,949

868,846

Cencora,

Inc.

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

4,785

842,064

Centene

Corp.

(a)

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

13,538

834,618

Cigna

Group

(The)

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

3,081

851,157

CVS

Health

Corp.

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

12,876

839,129

DaVita,

Inc.

(a)

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

8,490

869,546

Elevance

Health,

Inc.

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

1,855

819,928

HCA

Healthcare,

Inc.

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

3,143

871,554

Henry

Schein,

Inc.

(a)

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

11,309

865,591

Humana,

Inc.

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

1,759

812,007

Laboratory

Corp.

of

America

Holdings

...........

4,011

834,689

McKesson

Corp.

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

2,034

838,659

Molina

Healthcare,

Inc.

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

2,711

840,735

Quest

Diagnostics,

Inc.

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

6,510

856,065

UnitedHealth

Group,

Inc.

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

1,741

829,726

Universal

Health

Services,

Inc.

,

Class

B

.........

6,728

906,262

13,580,576

a

Health

Care

REITs

 — 

0

.6

%

Healthcare

Realty

Trust,

Inc.

,

Class

A

...........

51,361

899,845

Healthpeak

Properties,

Inc.

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

43,507

895,374

Ventas,

Inc.

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

20,720

905,049

Welltower,

Inc.

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

10,778

893,281

3,593,549

a

iShares

®

MSCI

USA

Equal

Weighted

ETF

Schedule

of

Investments

(continued)

August

31,

2023

(Percentages

shown

are

based

on

Net

Assets)

11

Schedule

of

Investments

Security

Shares

Value

a

Health

Care

Technology

 — 

0

.2

%

Veeva

Systems,

Inc.

,

Class

A

(a)

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

4,614

$

962,942

a

Hotel

&

Resort

REITs

 — 

0

.2

%

Host

Hotels

&

Resorts,

Inc.

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

54,100

854,239

a

Hotels,

Restaurants

&

Leisure

 — 

3

.5

%

Airbnb,

Inc.

,

Class

A

(a)

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

7,003

921,245

Aramark

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

23,633

878,675

Booking

Holdings,

Inc.

(a)

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

283

878,723

Caesars

Entertainment,

Inc.

(a)

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

16,938

935,994

Carnival

Corp.

(a)

(b)

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

55,693

881,063

Chipotle

Mexican

Grill,

Inc.

(a)

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

462

890,108

Darden

Restaurants,

Inc.

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

5,561

864,791

Domino's

Pizza,

Inc.

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

2,289

886,759

DoorDash,

Inc.

,

Class

A

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

11,330

953,193

DraftKings,

Inc.

,

Class

A

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

30,804

913,339

Expedia

Group,

Inc.

(a)

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

8,027

870,047

Hilton

Worldwide

Holdings,

Inc.

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

5,828

866,332

Hyatt

Hotels

Corp.

,

Class

A

(b)

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

7,679

863,196

Las

Vegas

Sands

Corp.

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

16,257

891,859

Marriott

International,

Inc.

,

Class

A

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

4,343

883,844

McDonald's

Corp.

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

3,082

866,504

MGM

Resorts

International

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

20,442

899,039

Royal

Caribbean

Cruises

Ltd.

(a)

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

8,768

867,506

Starbucks

Corp.

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

8,943

871,406

Vail

Resorts,

Inc.

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

3,832

867,258

Wynn

Resorts

Ltd.

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

9,140

926,613

Yum!

Brands,

Inc.

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

6,699

866,717

19,544,211

a

Household

Durables

 — 

1

.1

%

DR

Horton,

Inc.

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

7,467

888,722

Garmin

Ltd.

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

8,498

900,958

Lennar

Corp.

,

Class

A

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

7,469

889,483

Mohawk

Industries,

Inc.

(a)

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

8,898

902,168

NVR,

Inc.

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

144

918,336

PulteGroup,

Inc.

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

11,131

913,410

Whirlpool

Corp.

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

6,494

908,900

6,321,977

a

Household

Products

 — 

0

.8

%

Church

&

Dwight

Co.,

Inc.

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

9,345

904,316

Clorox

Co.

(The)

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

5,746

898,962

Colgate-Palmolive

Co.

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

11,691

858,938

Kimberly-Clark

Corp.

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

6,799

875,915

Procter

&

Gamble

Co.

(The)

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

5,695

878,966

4,417,097

a

Independent

Power

and

Renewable

Electricity

Producers

 — 

0

.3

%

AES

Corp.

(The)

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

48,085

862,164

Vistra

Corp.

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

29,001

911,211

1,773,375

a

Industrial

Conglomerates

 — 

0

.5

%

3M

Co.

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

8,719

930,056

General

Electric

Co.

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

7,736

885,462

Honeywell

International,

Inc.

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

4,617

867,719

2,683,237

a

Industrial

REITs

 — 

0

.2

%

Prologis,

Inc.

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

7,193

893,371

a

Insurance

 — 

4

.1

%

Aflac,

Inc.

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

11,651

868,815

Allstate

Corp.

(The)

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

8,188

882,748

American

Financial

Group,

Inc.

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

7,553

875,544

Security

Shares

Value

a

Insurance

(continued)

American

International

Group,

Inc.

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

14,991

$

877,273

Aon

PLC

,

Class

A

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

2,669

889,818

Arch

Capital

Group

Ltd.

(a)

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

11,532

886,350

Arthur

J

Gallagher

&

Co.

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

3,894

897,489

Assurant,

Inc.

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

5,940

827,620

Brown

&

Brown,

Inc.

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

12,094

896,166

Chubb

Ltd.

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

4,322

868,160

Cincinnati

Financial

Corp.

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

8,325

880,702

Erie

Indemnity

Co.

,

Class

A

,

NVS

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

3,099

863,784

Everest

Group

Ltd.

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

2,475

892,683

Fidelity

National

Financial,

Inc.

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

21,745

900,243

Globe

Life,

Inc.

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

7,676

856,411

Hartford

Financial

Services

Group,

Inc.

(The)

......

12,108

869,597

Loews

Corp.

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

14,033

871,309

Markel

Group,

Inc.

(a)

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

586

866,647

Marsh

&

McLennan

Companies,

Inc.

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

4,575

892,079

MetLife,

Inc.

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

14,034

888,914

Principal

Financial

Group,

Inc.

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

11,420

887,448

Progressive

Corp.

(The)

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

6,536

872,360

Prudential

Financial,

Inc.

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

9,509

900,217

Travelers

Companies,

Inc.

(The)

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

5,334

860,001

W

R

Berkley

Corp.

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

14,129

874,020

Willis

Towers

Watson

PLC

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

4,287

886,380

22,832,778

a

Interactive

Media

&

Services

 — 

1

.0

%

Alphabet,

Inc.

,

Class

A

(a)

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

3,554

483,948

Alphabet,

Inc.

,

Class

C

,

NVS

(a)

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

3,169

435,262

Match

Group,

Inc.

(a)

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

19,689

922,823

Meta

Platforms,

Inc.

,

Class

A

(a)

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

2,996

886,487

Pinterest,

Inc.

,

Class

A

(a)

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

31,602

868,739

Snap,

Inc.

,

Class

A

,

NVS

(a)

(b)

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

92,275

955,046

ZoomInfo

Technologies,

Inc.

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

48,895

881,088

5,433,393

a

IT

Services

 — 

2

.1

%

Accenture

PLC

,

Class

A

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

2,827

915,298

Akamai

Technologies,

Inc.

(a)

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

8,633

907,242

Cloudflare,

Inc.

,

Class

A

(a)

(b)

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

14,765

960,168

Cognizant

Technology

Solutions

Corp.

,

Class

A

.....

12,606

902,715

EPAM

Systems,

Inc.

(a)

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

3,592

930,292

Gartner,

Inc.

(a)

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

2,603

910,217

GoDaddy,

Inc.

,

Class

A

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

12,241

887,595

International

Business

Machines

Corp.

..........

6,096

895,076

MongoDB,

Inc.

,

Class

A

(a)

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

2,432

927,321

Okta,

Inc.

,

Class

A

(a)

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

11,817

986,838

Snowflake,

Inc.

,

Class

A

(a)

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

5,671

889,496

Twilio,

Inc.

,

Class

A

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

14,349

914,175

VeriSign,

Inc.

(a)

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

4,267

886,640

11,913,073

a

Leisure

Products

 — 

0

.2

%

Hasbro,

Inc.

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

13,687

985,464

a

Life

Sciences

Tools

&

Services

 — 

2

.2

%

Agilent

Technologies,

Inc.

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

7,260

878,968

Avantor,

Inc.

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

39,403

853,075

Bio-Rad

Laboratories,

Inc.

,

Class

A

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

2,275

910,455

Bio-Techne

Corp.

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

10,972

860,205

Charles

River

Laboratories

International,

Inc.

(a)

.....

4,304

890,153

Danaher

Corp.

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

3,464

917,960

Illumina,

Inc.

(a)

(b)

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

5,137

848,735

IQVIA

Holdings,

Inc.

(a)

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

4,042

899,871

Mettler-Toledo

International,

Inc.

(a)

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

735

891,908

Repligen

Corp.

(a)

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

5,374

934,592

Schedule

of

Investments

(continued)

August

31,

2023

iShares

®

MSCI

USA

Equal

Weighted

ETF

(Percentages

shown

are

based

on

Net

Assets)

12

2023

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Life

Sciences

Tools

&

Services

(continued)

Revvity,

Inc.

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

7,581

$

887,205

Thermo

Fisher

Scientific,

Inc.

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

1,623

904,173

Waters

Corp.

(a)

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

3,234

908,107

West

Pharmaceutical

Services,

Inc.

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

2,209

898,842

12,484,249

a

Machinery

 — 

3

.1

%

Caterpillar,

Inc.

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

3,194

897,929

Cummins,

Inc.

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

3,711

853,678

Deere

&

Co.

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

2,219

911,876

Dover

Corp.

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

6,181

916,642

Fortive

Corp.

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

11,356

895,421

Graco,

Inc.

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

11,433

902,521

IDEX

Corp.

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

3,916

886,582

Illinois

Tool

Works,

Inc.

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

3,679

910,001

Ingersoll

Rand,

Inc.

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

13,003

905,139

Nordson

Corp.

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

3,756

916,990

Otis

Worldwide

Corp.

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

10,349

885,357

PACCAR,

Inc.

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

10,275

845,530

Parker-Hannifin

Corp.

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

2,187

911,760

Pentair

PLC

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

13,053

917,104

Snap-on,

Inc.

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

3,238

869,727

Stanley

Black

&

Decker,

Inc.

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

9,669

912,560

Toro

Co.

(The)

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

8,811

901,541

Westinghouse

Air

Brake

Technologies

Corp.

.......

7,792

876,756

Xylem,

Inc.

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

8,642

894,793

17,011,907

a

Media

 — 

1

.8

%

Charter

Communications,

Inc.

,

Class

A

(a)

.........

2,073

908,223

Comcast

Corp.

,

Class

A

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

18,914

884,419

Fox

Corp.

,

Class

A

,

NVS

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

17,521

579,244

Fox

Corp.

,

Class

B

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

9,177

280,082

Interpublic

Group

of

Companies,

Inc.

(The)

.......

26,654

869,187

Liberty

Broadband

Corp.

,

Class

C

,

NVS

..........

9,732

910,526

Liberty

Media

Corp.-Liberty

SiriusXM

,

Series

C

.....

36,010

880,084

News

Corp.

,

Class

A

,

NVS

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

42,111

904,965

Omnicom

Group,

Inc.

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

10,853

879,202

Paramount

Global

,

Class

B

,

NVS

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

59,004

890,370

Sirius

XM

Holdings,

Inc.

(b)

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

197,837

870,483

Trade

Desk,

Inc.

(The)

,

Class

A

(a)

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

11,822

946,115

9,802,900

a

Metals

&

Mining

 — 

1

.0

%

Cleveland-Cliffs,

Inc.

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

57,721

882,554

Freeport-McMoRan,

Inc.

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

22,373

892,906

Newmont

Corp.

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

22,525

887,935

Nucor

Corp.

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

5,186

892,511

Reliance

Steel

&

Aluminum

Co.

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

3,135

893,350

Steel

Dynamics,

Inc.

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

8,342

889,174

5,338,430

a

Mortgage

Real

Estate

Investment

Trusts

(REITs)

 — 

0

.2

%

Annaly

Capital

Management,

Inc.

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

45,279

917,805

a

Multi-Utilities

 — 

1

.5

%

Ameren

Corp.

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

10,783

854,768

CenterPoint

Energy,

Inc.

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

30,561

852,346

CMS

Energy

Corp.

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

15,323

860,999

Consolidated

Edison,

Inc.

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

9,728

865,403

Dominion

Energy,

Inc.

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

17,930

870,322

DTE

Energy

Co.

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

8,241

851,955

NiSource,

Inc.

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

32,791

877,487

Public

Service

Enterprise

Group,

Inc.

...........

14,343

876,071

Sempra

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

12,150

853,173

Security

Shares

Value

a

Multi-Utilities

(continued)

WEC

Energy

Group,

Inc.

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

10,147

$

853,566

8,616,090

a

Office

REITs

 — 

0

.3

%

Alexandria

Real

Estate

Equities,

Inc.

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

7,565

880,112

Boston

Properties,

Inc.

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

13,870

926,100

1,806,212

a

Oil,

Gas

&

Consumable

Fuels

 — 

3

.9

%

APA

Corp.

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

19,865

870,882

Cheniere

Energy,

Inc.

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

5,290

863,328

Chesapeake

Energy

Corp.

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

9,983

880,600

Chevron

Corp.

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

5,413

872,034

ConocoPhillips

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

7,404

881,298

Coterra

Energy,

Inc.

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

30,746

866,730

Devon

Energy

Corp.

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

17,244

880,996

Diamondback

Energy,

Inc.

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

5,847

887,458

EOG

Resources,

Inc.

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

6,656

856,095

EQT

Corp.

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

19,521

843,698

Exxon

Mobil

Corp.

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

7,957

884,739

Hess

Corp.

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

5,650

872,925

HF

Sinclair

Corp.

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

15,369

846,678

Kinder

Morgan,

Inc.

,

Class

P

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

49,876

858,865

Marathon

Oil

Corp.

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

32,834

865,176

Marathon

Petroleum

Corp.

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

6,101

871,040

Occidental

Petroleum

Corp.

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

13,595

853,630

ONEOK,

Inc.

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

13,289

866,443

Ovintiv,

Inc.

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

18,140

851,854

Phillips

66

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

7,670

875,607

Pioneer

Natural

Resources

Co.

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

3,659

870,586

Targa

Resources

Corp.

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

10,285

887,081

Texas

Pacific

Land

Corp.

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

464

874,524

Valero

Energy

Corp.

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

6,625

860,587

Williams

Companies,

Inc.

(The)

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

24,955

861,696

21,704,550

a

Passenger

Airlines

 — 

0

.3

%

Delta

Air

Lines,

Inc.

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

20,812

892,418

Southwest

Airlines

Co.

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

27,148

857,877

1,750,295

a

Personal

Care

Products

 — 

0

.3

%

Estee

Lauder

Companies,

Inc.

(The)

,

Class

A

......

5,691

913,576

Kenvue,

Inc.

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

36,709

846,143

1,759,719

a

Pharmaceuticals

 — 

1

.6

%

Bristol-Myers

Squibb

Co.

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

13,942

859,524

Catalent,

Inc.

(a)

(b)

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

19,160

957,425

Eli

Lilly

&

Co.

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

1,584

877,853

Jazz

Pharmaceuticals

PLC

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

6,255

896,717

Johnson

&

Johnson

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

5,163

834,754

Merck

&

Co.,

Inc.

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

7,875

858,218

Pfizer,

Inc.

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

23,366

826,689

Royalty

Pharma

PLC

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

29,069

866,838

Viatris,

Inc.

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

77,295

830,921

Zoetis,

Inc.

,

Class

A

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

4,781

910,828

8,719,767

a

Professional

Services

 — 

2

.4

%

Automatic

Data

Processing,

Inc.

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

3,460

880,951

Booz

Allen

Hamilton

Holding

Corp.

,

Class

A

.......

7,696

872,034

Broadridge

Financial

Solutions,

Inc.

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

4,881

908,891

Ceridian

HCM

Holding,

Inc.

(a)

(b)

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

12,426

901,134

Clarivate

PLC

(a)

(b)

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

120,855

897,953

Equifax,

Inc.

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

4,501

930,357

iShares

®

MSCI

USA

Equal

Weighted

ETF

Schedule

of

Investments

(continued)

August

31,

2023

(Percentages

shown

are

based

on

Net

Assets)

13

Schedule

of

Investments

Security

Shares

Value

a

Professional

Services

(continued)

Jacobs

Solutions,

Inc.

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

6,378

$

859,882

Leidos

Holdings,

Inc.

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

9,018

879,345

Paychex,

Inc.

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

7,192

879,078

Paycom

Software,

Inc.

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

3,048

898,672

Paylocity

Holding

Corp.

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

4,469

896,034

Robert

Half,

Inc.

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

11,550

854,238

SS&C

Technologies

Holdings,

Inc.

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

15,693

901,092

TransUnion

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

11,254

914,050

Verisk

Analytics,

Inc.

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

3,725

902,269

13,375,980

a

Real

Estate

Management

&

Development

 — 

0

.5

%

CBRE

Group,

Inc.

,

Class

A

(a)

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

10,628

903,911

CoStar

Group,

Inc.

(a)

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

11,010

902,710

Zillow

Group,

Inc.

,

Class

C

,

NVS

(a)

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

17,638

919,998

2,726,619

a

Residential

REITs

 — 

1

.6

%

American

Homes

4

Rent

,

Class

A

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

25,036

902,297

AvalonBay

Communities,

Inc.

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

4,870

895,203

Camden

Property

Trust

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

8,221

884,744

Equity

LifeStyle

Properties,

Inc.

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

13,198

883,738

Equity

Residential

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

13,729

890,051

Essex

Property

Trust,

Inc.

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

3,722

887,288

Invitation

Homes,

Inc.

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

26,287

896,124

Mid-America

Apartment

Communities,

Inc.

........

6,069

881,401

Sun

Communities,

Inc.

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

7,213

883,016

UDR,

Inc.

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

22,666

904,373

8,908,235

a

Retail

REITs

 — 

0

.6

%

Kimco

Realty

Corp.

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

45,860

868,589

Realty

Income

Corp.

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

15,350

860,214

Regency

Centers

Corp.

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

14,331

891,388

Simon

Property

Group,

Inc.

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

7,686

872,284

3,492,475

a

Semiconductors

&

Semiconductor

Equipment

 — 

4

.0

%

Advanced

Micro

Devices,

Inc.

(a)

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

7,996

845,337

Analog

Devices,

Inc.

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

4,867

884,723

Applied

Materials,

Inc.

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

5,839

891,966

Broadcom,

Inc.

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

1,008

930,273

Enphase

Energy,

Inc.

(a)

(b)

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

6,606

835,857

Entegris,

Inc.

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

8,831

894,315

First

Solar,

Inc.

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

4,742

896,807

Intel

Corp.

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

26,166

919,473

KLA

Corp.

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

1,769

887,808

Lam

Research

Corp.

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

1,296

910,310

Lattice

Semiconductor

Corp.

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

9,506

924,554

Marvell

Technology,

Inc.

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

14,532

846,489

Microchip

Technology,

Inc.

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

10,734

878,471

Micron

Technology,

Inc.

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

13,495

943,840

Monolithic

Power

Systems,

Inc.

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

1,741

907,427

NVIDIA

Corp.

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

1,866

920,964

NXP

Semiconductors

NV

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

4,305

885,625

ON

Semiconductor

Corp.

(a)

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

9,320

917,647

Qorvo,

Inc.

(a)

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

8,607

924,306

QUALCOMM,

Inc.

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

7,823

895,968

Skyworks

Solutions,

Inc.

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

8,089

879,598

SolarEdge

Technologies,

Inc.

(b)

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

5,237

851,379

Teradyne,

Inc.

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

8,430

909,344

Texas

Instruments,

Inc.

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

5,145

864,669

Wolfspeed,

Inc.

(a)

(b)

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

19,443

929,764

22,376,914

a

Security

Shares

Value

a

Software

 — 

6

.3

%

Adobe,

Inc.

(a)

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

1,679

$

939,132

ANSYS,

Inc.

(a)

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

2,915

929,506

Aspen

Technology,

Inc.

(a)

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

4,488

870,672

Atlassian

Corp.

,

Class

A

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

4,729

965,000

Autodesk,

Inc.

(a)

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

4,281

950,125

Bentley

Systems,

Inc.

,

Class

B

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

18,739

935,263

BILL

Holdings,

Inc.

(a)

(b)

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

8,070

930,471

Black

Knight,

Inc.

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

11,734

888,968

Cadence

Design

Systems,

Inc.

(a)

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

3,848

925,213

Confluent,

Inc.

,

Class

A

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

25,874

856,171

Crowdstrike

Holdings,

Inc.

,

Class

A

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

5,626

917,207

Datadog,

Inc.

,

Class

A

(a)

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

9,138

881,634

DocuSign,

Inc.

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

17,976

904,193

Dropbox,

Inc.

,

Class

A

(a)

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

32,291

897,367

Dynatrace,

Inc.

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

18,617

897,339

Fair

Isaac

Corp.

(a)

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

1,026

928,109

Fortinet,

Inc.

(a)

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

14,741

887,556

Gen

Digital,

Inc.

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

41,915

848,779

HubSpot,

Inc.

(a)

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

1,719

939,468

Intuit,

Inc.

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

1,774

961,171

Manhattan

Associates,

Inc.

(a)

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

4,493

910,372

Microsoft

Corp.

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

2,688

881,019

Oracle

Corp.

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

7,442

895,942

Palantir

Technologies,

Inc.

,

Class

A

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

60,019

899,085

Palo

Alto

Networks,

Inc.

(a)

(b)

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

3,619

880,503

PTC,

Inc.

(a)

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

6,143

904,065

Roper

Technologies,

Inc.

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

1,782

889,325

Salesforce,

Inc.

(a)

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

4,134

915,516

ServiceNow,

Inc.

(a)

(b)

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

1,563

920,341

Splunk,

Inc.

(a)

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

8,774

1,063,935

Synopsys,

Inc.

(a)

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

1,986

911,356

Tyler

Technologies,

Inc.

(a)

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

2,301

916,787

UiPath,

Inc.

,

Class

A

(b)

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

57,219

904,632

Unity

Software,

Inc.

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

25,183

933,534

VMware,

Inc.

,

Class

A

(a)

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

5,366

905,673

Workday,

Inc.

,

Class

A

(a)

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

3,823

934,724

Zoom

Video

Communications,

Inc.

,

Class

A

.......

12,840

912,025

Zscaler,

Inc.

(a)

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

6,080

948,784

34,780,962

a

Specialized

REITs

 — 

1

.8

%

American

Tower

Corp.

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

4,927

893,364

Crown

Castle,

Inc.

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

8,683

872,641

Digital

Realty

Trust,

Inc.

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

7,214

950,228

Equinix,

Inc.

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

1,153

900,931

Extra

Space

Storage,

Inc.

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

6,762

870,134

Gaming

and

Leisure

Properties,

Inc.

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

18,875

894,675

Iron

Mountain,

Inc.

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

14,787

939,566

Public

Storage

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

3,160

873,361

SBA

Communications

Corp.

,

Class

A

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

3,956

888,241

VICI

Properties,

Inc.

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

28,909

891,553

Weyerhaeuser

Co.

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

26,749

876,030

9,850,724

a

Specialty

Retail

 — 

2

.1

%

AutoZone,

Inc.

(a)

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

351

888,497

Bath

&

Body

Works,

Inc.

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

23,537

867,809

Best

Buy

Co.,

Inc.

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

10,997

840,721

Burlington

Stores,

Inc.

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

5,067

822,171

CarMax,

Inc.

(a)

(b)

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

10,723

875,855

Chewy,

Inc.

,

Class

A

(b)

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

31,418

753,404

Dick's

Sporting

Goods,

Inc.

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

5,905

686,988

Home

Depot,

Inc.

(The)

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

2,678

884,543

Lowe's

Companies,

Inc.

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

3,979

917,080

O'Reilly

Automotive,

Inc.

(a)

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

913

857,946

Schedule

of

Investments

(continued)

August

31,

2023

iShares

®

MSCI

USA

Equal

Weighted

ETF

(Percentages

shown

are

based

on

Net

Assets)

14

2023

iShares

Annual

Report

to

Shareholders

Security

Shares

Value

a

Specialty

Retail

(continued)

Ross

Stores,

Inc.

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

7,283

$

887,142

TJX

Companies,

Inc.

(The)

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

9,684

895,576

Tractor

Supply

Co.

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

4,007

875,529

Ulta

Beauty,

Inc.

(a)

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

1,925

798,933

11,852,194

a

Technology

Hardware,

Storage

&

Peripherals

 — 

1

.3

%

Apple,

Inc.

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

4,917

923,757

Dell

Technologies,

Inc.

,

Class

C

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

15,498

871,607

Hewlett

Packard

Enterprise

Co.

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

51,005

866,575

HP,

Inc.

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

27,498

816,966

NetApp,

Inc.

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

11,358

871,159

Seagate

Technology

Holdings

PLC

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

13,218

935,702

Super

Micro

Computer,

Inc.

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

3,327

915,191

Western

Digital

Corp.

(a)

(b)

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

21,432

964,440

7,165,397

a

Textiles,

Apparel

&

Luxury

Goods

 — 

0

.6

%

Deckers

Outdoor

Corp.

(a)

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

1,552

821,148

Lululemon

Athletica,

Inc.

(a)

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

2,248

857,072

Nike,

Inc.

,

Class

B

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

8,381

852,432

VF

Corp.

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

42,549

840,768

3,371,420

a

Tobacco

 — 

0

.3

%

Altria

Group,

Inc.

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

20,201

893,288

Philip

Morris

International,

Inc.

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

9,168

880,678

1,773,966

a

Trading

Companies

&

Distributors

 — 

0

.8

%

Fastenal

Co.

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

15,135

871,473

Ferguson

PLC

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

5,599

904,575

United

Rentals,

Inc.

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

1,926

917,816

Watsco,

Inc.

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

2,489

907,365

Security

Shares

Value

a

Trading

Companies

&

Distributors

(continued)

WW

Grainger,

Inc.

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

1,231

$

879,106

4,480,335

a

Water

Utilities

 — 

0

.3

%

American

Water

Works

Co.,

Inc.

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

6,282

871,564

Essential

Utilities,

Inc.

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

23,452

865,379

1,736,943

a

Wireless

Telecommunication

Services

 — 

0

.2

%

T-Mobile

U.S.,

Inc.

(a)

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

6,374

868,458

a

Total

Long-Term

Investments — 99.5%

(Cost:

$

517,891,626

)

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

552,480,239

a

Short-Term

Securities

Money

Market

Funds

 — 

2

.6

%

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

,

5.52

%

(c)

(d)

(e)

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

13,700,681

13,704,791

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

,

5.31

%

(c)

(d)

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

828,406

828,406

a

Total

Short-Term

Securities — 2.6%

(Cost:

$

14,525,071

)

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

14,533,197

Total

Investments

—

102.1%

(Cost:

$

532,416,697

)

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

567,013,436

Liabilities

in

Excess

of

Other

Assets

—

(

2

.1

)

%

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

(

11,480,634

)

Net

Assets

—

100.0%

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

$

555,532,802

(a)

Non-income

producing

security.

(b)

All

or

a

portion

of

this

security

is

on

loan.

(c)

Affiliate

of

the

Fund.

(d)

Annualized

7-day

yield

as

of

period

end.

(e)

All

or

a

portion

of

this

security

was

purchased

with

the

cash

collateral

from

loaned

securities.

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the

year

ended

August

31,

2023

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

08/31/22

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

08/31/23

  Shares

Held

at

08/31/23

Income

  Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Cash

Funds:

Institutional,

SL

Agency

Shares

$

19,441,960

$

—

$

(

5,734,082

)

(a)

$

(

131

)

$

(

2,956

)

$

13,704,791

13,700,681

$

202,108

(b)

$

—

BlackRock

Cash

Funds:

Treasury,

SL

Agency

Shares

.....

572,417

255,989

(a)

—

—

—

828,406

828,406

29,928

—

BlackRock,

Inc.

.

656,394

456,287

(

238,475

)

61,308

(

33,919

)

901,595

1,287

19,662

—

$

61,177

$

(

36,875

)

$

15,434,792

$

251,698

$

—

(a)

Represents

net

amount

purchased

(sold).

(b)

All

or

a

portion

represents

securities

lending

income

earned

from

the

reinvestment

of

cash

collateral

from

loaned

securities,

net

of

fees

and

collateral

investment

expenses,

and

other

payments

to

and

from

borrowers

of

securities.

iShares

®

MSCI

USA

Equal

Weighted

ETF

Schedule

of

Investments

(continued)

August

31,

2023

15

Schedule

of

Investments

Derivative

Financial

Instruments

Outstanding

as

of

Period

End

Derivative

Financial

Instruments

Categorized

by

Risk

Exposure 

As

of

period

end,

the

fair

values

of

derivative

financial

instruments

located

in

the

Statement

of

Assets

and

Liabilities

were

as

follows: 

For

the

period

ended

August

31,

2023,

the

effect

of

derivative

financial

instruments

in

the

Statement

of

Operations

was

as

follows:

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

For

more

information

about

the

Fund’s

investment

risks

regarding

derivative

financial

instruments,

refer

to

the

Notes

to

Financial

Statements. 

Futures

Contracts

Description

Number

of

Contracts

Expiration

Date

Notional

Amount

(000)

Value/

Unrealized

Appreciation

(Depreciation)

Long

Contracts

E-Mini

S&P

500

Index

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

6

09/15/23

$

1,355

$

(

3,018

)

E-Mini

S&P

MidCap

400

Index

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

5

09/15/23

1,324

4,372

$

1,354

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Assets

—

Derivative

Financial

Instruments

Futures

contracts

Unrealized

appreciation

on

futures

contracts

(a)

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

$

—

$

—

$

4,372

$

—

$

—

$

—

$

4,372

Liabilities

—

Derivative

Financial

Instruments

Futures

contracts

–

–

Unrealized

depreciation

on

futures

contracts

(a)

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

$

—

$

—

$

3,018

$

—

$

—

$

—

$

3,018

(a)

Net

cumulative

unrealized

appreciation

(depreciation)

on

futures

contracts

are

reported

in

the

Schedule

of

Investments.

In

the

Statement

of

Assets

and

Liabilities,

only

current

day’s

variation

margin

is

reported

in

receivables

or

payables

and

the

net

cumulative

unrealized

appreciation

(depreciation)

is

included

in

accumulated

earnings

(loss).

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Net

Realized

Gain

(Loss)

from

Futures

contracts

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

$

—

$

—

$

35,526

$

—

$

—

$

—

$

35,526

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

contracts

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

$

—

$

—

$

9,725

$

—

$

—

$

—

$

9,725

Futures

contracts

Average

notional

value

of

contracts

—

long

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

$

1,781,162

a

Schedule

of

Investments

(continued)

August

31,

2023

iShares

®

MSCI

USA

Equal

Weighted

ETF

16

2023

iShares

Annual

Report

to

Shareholders

Fair

Value

Hierarchy

as

of

Period

End 

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

For

a

description

of

the

input

levels

and

information

about

the

Fund’s

policy

regarding

valuation

of

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

The

following

table

summarizes

the

Fund’s

financial

instruments

categorized

in

the

fair

value

hierarchy.

The

breakdown

of

the

Fund’s

financial

instruments

into

major

categories

is

disclosed

in

the

Schedule

of

Investments

above.

See

notes

to

financial

statements.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Common

Stocks

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

$

552,480,239

‌

$

—

‌

$

—

‌

$

552,480,239

‌

Short-Term

Securities

Money

Market

Funds

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

14,533,197

‌

—

‌

—

‌

14,533,197

‌

$

567,013,436

‌

$

—

‌

$

—

‌

$

567,013,436

‌

Derivative

Financial

Instruments

(a)

Assets

Equity

Contracts

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

$

4,372

‌

$

—

‌

$

—

‌

$

4,372

‌

Liabilities

Equity

Contracts

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

(

3,018

)

—

‌

—

‌

(

3,018

)

$

1,354

‌

$

—

‌

$

—

‌

$

1,354

‌

a

(a)

Derivative

financial

instruments

are

futures

contracts.

Futures

contracts

are

valued

at

the

unrealized

appreciation

(depreciation)

on

the

instrument.

17

Financial

Statements

Statement

of

Assets

and

Liabilities

August

31,

2023

See

notes

to

financial

statements.

iShares

MSCI

USA

Equal

Weighted

ETF

ASSETS

Investments,

at

value

—

unaffiliated

(a)

(b)

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

$

551,578,644

‌

Investments,

at

value

—

affiliated

(c)

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

15,434,792

‌

Cash

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

10,648

‌

Cash

pledged:

Futures

contracts

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

86,000

‌

Receivables:

Investments

sold

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

29,815,519

‌

Securities

lending

income

—

affiliated

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

13,821

‌

Capital

shares

sold

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

70,004

‌

Dividends

—

unaffiliated

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

797,584

‌

Dividends

—

affiliated

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

3,318

‌

Total

assets

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

597,810,330

‌

LIABILITIES

Collateral

on

securities

loaned

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

13,709,502

‌

Payables:

Investments

purchased

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

28,525,712

‌

Investment

advisory

fees

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

40,502

‌

Variation

margin

on

futures

contracts

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

1,812

‌

Total

liabilities

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

42,277,528

‌

Commitments

and

contingent

liabilities

NET

ASSETS

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

$

555,532,802

‌

NET

ASSETS

CONSIST

OF:

Paid-in

capital

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

$

576,260,623

‌

Accumulated

loss

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

(

20,727,821

)

NET

ASSETS

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

$

555,532,802

‌

NET

ASSET

VALUE

Shares

outstanding

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

7,000,000

‌

Net

asset

value

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

$

79.36

‌

Shares

authorized

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

500

million

Par

value

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

$                    0.001

(a)

Securities

loaned,

at

value

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

$

13,300,213

‌

(b)

Investments,

at

cost

—

unaffiliated

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

$

517,017,774

‌

(c)

Investments,

at

cost

—

affiliated

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

$

15,398,923

‌

18

2023

iShares

Annual

Report

to

Shareholders

Statement

of

Operations

Year

Ended

August

31,

2023

See

notes

to

financial

statements.

iShares

MSCI

USA

Equal

Weighted

ETF

INVESTMENT

INCOME

Dividends

—

unaffiliated

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

$

7,643,043

‌

Dividends

—

affiliated

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

49,590

‌

Interest

—

unaffiliated

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

3,784

‌

Securities

lending

income

—

affiliated

—

net

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

202,108

‌

Foreign

taxes

withheld

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

(

3,417

)

Total

investment

income

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

7,895,108

‌

EXPENSES

Investment

advisory

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

399,511

‌

Total

expenses

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

399,511

‌

Net

investment

income

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

7,495,597

‌

—

‌

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

from:

Investments

—

unaffiliated

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

(

29,814,168

)

Investments

—

affiliated

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

(

3,279

)

Futures

contracts

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

35,526

‌

In-kind

redemptions

—

unaffiliated

(a)

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

30,055,359

‌

In-kind

redemptions

—

affiliated

(a)

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

64,456

‌

337,894

‌

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

—

unaffiliated

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

29,545,334

‌

Investments

—

affiliated

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

(

36,875

)

Futures

contracts

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

9,725

‌

29,518,184

‌

Net

realized

and

unrealized

gain

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

29,856,078

‌

NET

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

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

$

37,351,675

‌

(a)

See

Note

2

of

the

Notes

to

Financial

Statements.

19

Financial

Statements

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

iShares

MSCI

USA

Equal

Weighted

ETF

Year

Ended

08/31/23

Year

Ended

08/31/22

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

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

$

7,495,597

‌

$

7,012,298

‌

Net

realized

gain

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

337,894

‌

23,488,105

‌

Net

change

in

unrealized

appreciation

(depreciation)

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

29,518,184

‌

(

100,544,068

)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

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

37,351,675

‌

(

70,043,665

)

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

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

(

7,198,664

)

(

6,766,523

)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

in

net

assets

derived

from

capital

share

transactions

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

112,912,241

‌

16,185,919

‌

NET

ASSETS

Total

increase

(decrease)

in

net

assets

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

143,065,252

‌

(

60,624,269

)

Beginning

of

year

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

412,467,550

‌

473,091,819

‌

End

of

year

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

$

555,532,802

‌

$

412,467,550

‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

20

2023

iShares

Annual

Report

to

Shareholders

Financial

Highlights

(For

a

share

outstanding

throughout

each

period)

See

notes

to

financial

statements.

iShares

MSCI

USA

Equal

Weighted

ETF

Year

Ended

08/31/23

Year

Ended

08/31/22

Year

Ended

08/31/21

Year

Ended

08/31/20

Year

Ended

08/31/19

Net

asset

value,

beginning

of

year

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

$

74.32

‌

$

87.61

‌

$

62.79

‌

$

58.13

‌

$

59.33

‌

Net

investment

income

(a)

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

1.27

‌

1.25

‌

1.03

‌

1.09

‌

0.92

‌

Net

realized

and

unrealized

gain

(loss)

(b)

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

5.05

‌

(13.32

)

24.72

‌

4.65

‌

(1.11

)

Net

increase

(decrease)

from

investment

operations

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

6.32

‌

(12.07

)

25.75

‌

5.74

‌

(0.19

)

Distributions

from

net

investment

income

(c)

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

(1.28

)

(1.22

)

(0.93

)

(1.08

)

(1.01

)

Net

asset

value,

end

of

year

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

$

79.36

‌

$

74.32

‌

$

87.61

‌

$

62.79

‌

$

58.13

‌

Total

Return

(d)

–

–

–

–

–

Based

on

net

asset

value

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

8.69

%

(13.93

)%

41.36

%

10.18

%

(0.23

)%

Ratios

to

Average

Net

Assets

(e)

–

–

–

–

–

Total

expenses

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

0.09

%

0.10

%

0.15

%

0.15

%

0.15

%

Total

expenses

after

fees

waived

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

0.09

%

0.09

%

0.15

%

0.15

%

0.15

%

Net

investment

income

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

1.69

%

1.52

%

1.34

%

1.84

%

1.63

%

Supplemental

Data

Net

assets,

end

of

year

(000)

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

$

555,533

‌

$

412,468

‌

$

473,092

‌

$

226,062

‌

$

308,090

‌

Portfolio

turnover

rate

(f)

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

28

%

27

%

30

%

30

%

24

%

(a)

Based

on

average

shares

outstanding.

(b)

The

amounts

reported

for

a

share

outstanding

may

not

accord

with

the

change

in

aggregate

gains

and

losses

in

securities

for

the

fiscal

period

due

to

the

timing

of

capital

share

transactions

in

relation

to

the

fluctuating

market

values

of

the

Fund’s

underlying

securities.

(c)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(d)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(e)

Excludes

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(f)

Portfolio

turnover

rate

excludes

in-kind

transactions.

Notes

to

Financial

Statements

21

Notes

to

Financial

Statements

1.

Organization

iShares,

Inc.

(the

“Company”)

is

registered

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“1940

Act”),

as

an

open-end

management

investment

company.

The

Company

is

organized

as

a

Maryland

corporation

and

is

authorized

to

have

multiple

series

or

portfolios. 

These financial

statements

relate

only

to

the

following

fund

(the

“Fund”):

2.

Significant

Accounting

Policies

The

financial

statements

are

prepared

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“U.S.

GAAP”),

which

may

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities

in

the

financial

statements,

disclosure

of

contingent

assets

and

liabilities

at

the

date

of

the

financial

statements

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

reporting

period.

Actual

results

could

differ

from

those

estimates. The

Fund

is

considered

an

investment

company

under

U.S.

GAAP

and

follows

the

accounting

and

reporting

guidance

applicable

to

investment

companies.

Below

is

a

summary

of

significant

accounting

policies:

Investment

Transactions

and

Income

Recognition:

For

financial

reporting

purposes,

investment

transactions

are

recorded

on

the

dates

the

transactions

are

executed.

Realized

gains

and

losses

on

investment

transactions

are

determined

using

the

specific

identification

method. Dividend

income

and

capital

gain

distributions,

if

any,

are

recorded

on

the

ex-dividend

date.

Non-cash

dividends,

if

any,

are

recorded

on

the

ex-dividend

date

at

fair

value. Dividends

from

foreign

securities

where

the

ex-dividend

date

may

have

passed

are

subsequently

recorded

when

the

Fund

is

informed

of

the

ex-dividend

date.

Under

the

applicable

foreign

tax

laws,

a

withholding

tax

at

various

rates

may

be

imposed

on

capital

gains,

dividends

and

interest.

Upon

notification

from

issuers

or

as

estimated

by

management,

a

portion

of

the

dividend

income

received

from

a

real

estate

investment

trust

may

be

redesignated

as

a

reduction

of

cost

of

the

related

investment

and/or

realized

gain. Interest

income,

including

amortization

and

accretion

of

premiums

and

discounts

on

debt

securities,

is

recognized

daily

on

an

accrual

basis.

Foreign

Taxes:

The

Fund

may

be

subject

to

foreign

taxes

(a

portion

of

which

may

be

reclaimable)

on

income,

stock

dividends,

capital

gains

on

investments,

or

certain

foreign

currency

transactions.

All

foreign

taxes

are

recorded

in

accordance

with

the

applicable

foreign

tax

regulations

and

rates

that

exist

in

the

foreign

jurisdictions

in

which

the

Fund

invests.

These

foreign

taxes,

if

any,

are

paid

by

the

Fund

and

are

reflected

in

its

Statement

of

Operations

as

follows:

foreign

taxes

withheld

at

source

are

presented

as

a

reduction

of

income,

foreign

taxes

on

securities

lending

income

are

presented

as

a

reduction

of

securities

lending

income,

foreign

taxes

on

stock

dividends

are

presented

as

“Other

foreign

taxes”,

and

foreign

taxes

on

capital

gains

from

sales

of

investments

and

foreign

taxes

on

foreign

currency

transactions

are

included

in

their

respective

net

realized

gain

(loss)

categories.

Foreign

taxes

payable

or

deferred

as

of

August

31,

2023,

if

any,

are

disclosed

in

the

Statement

of

Assets

and

Liabilities.

The

Fund

files

withholding

tax

reclaims

in

certain

jurisdictions

to

recover

a

portion

of

amounts

previously

withheld.

The

Fund

may

record

a

reclaim

receivable

based

on

collectability,

which

includes

factors

such

as

the

jurisdiction’s

applicable

laws,

payment

history

and

market

convention.

The

Statement

of

Operations

includes

tax

reclaims

recorded

as

well

as

professional

and

other

fees,

if

any,

associated

with

recovery

of

foreign

withholding

taxes.

Collateralization:

If

required

by

an

exchange

or

counterparty

agreement,

the

Fund

may

be

required

to

deliver/deposit

cash

and/or

securities

to/with

an

exchange,

or

broker-

dealer

or

custodian

as

collateral

for

certain

investments.

In-kind

Redemptions:

For

financial

reporting

purposes,

in-kind

redemptions

are

treated

as

sales

of

securities

resulting

in

realized

capital

gains

or

losses

to

the

Fund.

Because

such

gains

or

losses

are

not

taxable

to

the

Fund

and

are

not

distributed

to

existing

Fund

shareholders,

the

gains

or

losses

are

reclassified

from

accumulated

net

realized

gain

(loss)

to

paid-in

capital

at

the

end

of

the Fund’s

tax

year.

These

reclassifications

have

no

effect

on

net

assets

or

net

asset

value

(“NAV”)

per

share.

Distributions:

Dividends

and

distributions

paid

by the

Fund

are

recorded

on

the

ex-dividend

dates.

Distributions

are

determined

on

a

tax

basis

and

may

differ

from

net

investment

income,

and net

realized

capital

gains

for

financial

reporting

purposes.

Dividends

and

distributions

are

paid

in

U.S.

dollars

and

cannot

be

automatically

reinvested

in

additional

shares

of

the

Fund.

Indemnifications:

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

contain

a

variety

of

representations

that

provide

general

indemnification.

The

Fund’s

maximum

exposure

under

these

arrangements

is

unknown

because

it

involves

future

potential

claims

against

the

Fund,

which

cannot

be

predicted

with

any

certainty.

3.

Investment

Valuation

and

Fair

Value

Measurements

Investment

Valuation

Policies:

The

Fund’s

investments

are

valued

at

fair

value

(also

referred

to

as

“market

value”

within

the

financial

statements)

each

day

that

the

Fund’s

listing

exchange

is

open

and,

for

financial

reporting

purposes,

as

of

the

report

date.

U.S.

GAAP

defines

fair

value

as

the

price

a

fund

would

receive

to

sell

an

asset

or

pay

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date.

The

Board

of Directors of

the

Company (the

“Board”) of

the

Fund

has

approved

the

designation

of

BlackRock

Fund

Advisors

(“BFA”),

the

Fund’s

investment

adviser, as

the

valuation

designee

for

the

Fund.

The

Fund

determines

the

fair

values

of

its

financial

instruments

using

various

independent

dealers

or

pricing

services

under

BFA’s

policies.

If

a

security’s

market

price

is

not

readily

available

or

does

not

otherwise

accurately

represent

the

fair

value

of

the

security,

the

security

will

be

valued

in

accordance

with

BFA’s

policies

and

procedures

as

reflecting

fair

value.

BFA

has

formed

a

committee

(the

“Valuation

Committee”)

to

develop

pricing

policies

and

procedures

and

to

oversee

the

pricing

function

for

all

financial

instruments,

with

assistance

from

other

BlackRock

pricing

committees.

iShares

ETF

Diversification

Classification

MSCI

USA

Equal

Weighted

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

Diversified

Notes

to

Financial

Statements

(continued)

22

2023

iShares

Annual

Report

to

Shareholders

Fair

Value

Inputs

and

Methodologies:

The

following

methods

and

inputs

are

used

to

establish

the

fair

value

of

the

Fund’s

assets

and

liabilities:

Equity

investments

traded

on

a

recognized

securities

exchange

are

valued

at

that

day’s

official

closing

price,

as

applicable,

on

the

exchange

where

the

stock

is

primarily

traded.

Equity

investments

traded

on

a

recognized

exchange

for

which

there

were

no

sales

on

that

day

are

valued

at

the

last

traded

price.

Investments

in

open-end

U.S.

mutual

funds

(including

money

market

funds)

are

valued

at

that

day’s

published

NAV. 

Futures

contracts

are

valued

based

on

that

day’s

last

reported

settlement

or

trade

price

on

the

exchange

where

the

contract

is

traded. 

If

events

(e.g.,

market

volatility,

company

announcement

or

a

natural

disaster)

occur

that

are

expected

to

materially

affect

the

value

of

such

investment,

or

in

the

event

that

application

of

these

methods

of

valuation

results

in

a

price

for

an

investment

that

is

deemed

not

to

be

representative

of

the

market

value

of

such

investment,

or

if

a

price

is

not

available,

the

investment

will

be

valued

by

the

Valuation

Committee,

in

accordance

with BFA’s

policies

and

procedures

as

reflecting

fair

value

(“Fair

Valued

Investments”).

The

fair

valuation

approaches

that

may

be

used

by

the

Valuation

Committee

include

market

approach,

income

approach

and

cost

approach.

Valuation

techniques

such

as

discounted

cash

flow,

use

of

market

comparables

and

matrix

pricing

are

types

of

valuation

approaches

and

are

typically

used

in

determining

fair

value.

When

determining

the

price

for

Fair

Valued

Investments,

the

Valuation

Committee

seeks

to

determine

the

price

that the

Fund

might

reasonably

expect

to

receive

or

pay

from

the

current

sale

or

purchase

of

that

asset

or

liability

in

an

arm’s-length

transaction.

Fair

value

determinations

shall

be

based

upon

all

available

factors

that

the

Valuation

Committee

deems

relevant

and

consistent

with

the

principles

of

fair

value

measurement.

Fair

value

pricing

could

result

in

a

difference

between

the

prices

used

to

calculate

a

fund’s

NAV

and

the

prices

used

by

the

fund’s

underlying

index,

which

in

turn

could

result

in

a

difference

between

the

fund’s

performance

and

the

performance

of

the

fund’s

underlying

index.

Fair

Value

Hierarchy:

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

These

inputs

to

valuation

techniques

are

categorized

into

a

fair

value

hierarchy

consisting

of

three

broad

levels

for

financial

reporting

purposes

as

follows:

Level

1

–

Unadjusted

price

quotations

in

active

markets/exchanges

for

identical

assets

or

liabilities

that the

Fund

has

the

ability

to

access;

Level

2

–

Other

observable

inputs

(including,

but

not

limited

to,

quoted

prices

for

similar

assets

or

liabilities

in

markets

that

are

active,

quoted

prices

for

identical

or

similar

assets

or

liabilities

in

markets

that

are

not

active,

inputs

other

than

quoted

prices

that

are

observable

for

the

assets

or

liabilities

(such

as

interest

rates,

yield

curves,

volatilities,

prepayment

speeds,

loss

severities,

credit

risks

and

default

rates)

or

other

market-corroborated

inputs);

and

Level

3

–

Unobservable

inputs

based

on

the

best

information

available

in

the

circumstances,

to

the

extent

observable

inputs

are

not

available,

(including

the

Valuation

Committee’s

assumptions

used

in

determining

the

fair

value

of

financial

instruments).

The

hierarchy

gives

the

highest

priority

to

unadjusted

quoted

prices

in

active

markets

for

identical

assets

or

liabilities

(Level

1

measurements)

and

the

lowest

priority

to

unobservable

inputs

(Level

3

measurements).

Accordingly,

the

degree

of

judgment

exercised

in

determining

fair

value

is

greatest

for

instruments

categorized

in

Level

3.

The

inputs

used

to

measure

fair

value

may

fall

into

different

levels

of

the

fair

value

hierarchy.

In

such

cases,

for

disclosure

purposes,

the

fair

value

hierarchy

classification

is

determined

based

on

the

lowest

level

input

that

is

significant

to

the

fair

value

measurement

in

its

entirety.

Investments

classified

within

Level

3

have

significant

unobservable

inputs

used

by

the

Valuation

Committee

in

determining

the

price

for

Fair

Valued

Investments.

Level

3

investments

include

equity

or

debt

issued

by

privately

held

companies

or

funds

that

may

not

have

a

secondary

market

and/or

may

have

a

limited

number

of

investors.

The

categorization

of

a

value

determined

for

financial

instruments

is

based

on

the

pricing

transparency

of

the

financial

instruments

and

is

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

4.

Securities

and

Other

Investments

Securities

Lending:

The

Fund

may

lend

its

securities

to

approved

borrowers,

such

as

brokers,

dealers

and

other

financial

institutions.

The

borrower

pledges

and

maintains

with

the

Fund

collateral

consisting

of

cash,

an

irrevocable

letter

of

credit

issued

by

an

approved

bank,

or

securities

issued

or

guaranteed

by

the

U.S.

government.

The

initial

collateral

received

by

the

Fund

is

required

to

have

a

value

of

at

least

102%

of

the

current

market

value

of

the

loaned

securities

for

securities

traded

on

U.S.

exchanges

and

a

value

of

at

least

105%

for

all

other

securities.

The

collateral

is

maintained

thereafter

at

a

value

equal

to

at

least

100%

of

the

current

value

of

the

securities

on

loan.

The

market

value

of

the

loaned

securities

is

determined

at

the

close

of

each

business

day

of

the

Fund

and

any

additional

required

collateral

is

delivered

to

the

Fund

or

excess

collateral

is

returned

by

the

Fund,

on

the

next

business

day.

During

the

term

of

the

loan,

the

Fund

is

entitled

to

all

distributions

made

on

or

in

respect

of

the

loaned

securities

but

does

not

receive

interest

income

on

securities

received

as

collateral.

Loans

of

securities

are

terminable

at

any

time

and

the

borrower,

after

notice,

is

required

to

return

borrowed

securities

within

the

standard

time

period

for

settlement

of

securities

transactions.

As

of

period

end,

any

securities

on

loan

were

collateralized

by

cash

and/or

U.S.

Government

obligations.

Cash

collateral

invested

in

money

market

funds

managed

by BFA,

or

its

affiliates

is

disclosed

in

the

Schedule

of

Investments.

Any

non-cash

collateral

received

cannot

be

sold,

re-invested

or

pledged

by

the

Fund,

except

in

the

event

of

borrower

default.

The

securities

on

loan,

if

any,

are

also

disclosed

in

the

Fund’s Schedule

of

Investments.

The

market

value

of

any

securities

on

loan

and

the

value

of

any

related

cash

collateral

are

disclosed

in

the

Statement

of

Assets

and

Liabilities.

Securities

lending

transactions

are

entered

into

by

the

Fund

under

Master

Securities

Lending

Agreements

(each,

an

“MSLA”)

which

provide

the

right,

in

the

event

of

default

(including

bankruptcy

or

insolvency)

for

the

non-defaulting

party

to

liquidate

the

collateral

and

calculate

a

net

exposure

to

the

defaulting

party

or

request

additional

collateral.

In

the

event

that

a

borrower

defaults,

the

Fund,

as

lender,

would

offset

the

market

value

of

the

collateral

received

against

the

market

value

of

the

securities

loaned.

When

the

value

of

the

collateral

is

greater

than

that

of

the

market

value

of

the

securities

loaned,

the

lender

is

left

with

a

net

amount

payable

to

the

defaulting

party.

However,

bankruptcy

or

insolvency

laws

of

a

particular

jurisdiction

may

impose

restrictions

on

or

prohibitions

against

such

a

right

of

offset

in

the

event

of

an

MSLA

counterparty’s

bankruptcy

or

insolvency.

Under

the

MSLA,

absent

an

event

of

default,

the

borrower

can

resell

or

re-pledge

the

loaned

securities,

and

the Fund

can

reinvest

cash

collateral

received

in

connection

with

loaned

securities.

Upon

an

event

of

default,

the

parties’

obligations

to

return

the

securities

or

collateral

to

the

other

party

are

extinguished,

and

the

parties

can

resell

or

re-pledge

the

loaned

securities

or

the

collateral

received

in

connection

with

the

loaned

securities

in

order

to

satisfy

the

defaulting

party’s

net

payment

obligation

for

all

transactions

under

the

MSLA.

The

defaulting

party

remains

liable

for

any

deficiency.

Notes

to

Financial

Statements

(

continued)

23

Notes

to

Financial

Statements

As

of

period

end,

the

following

table

is

a

summary

of

the

securities

on

loan

by

counterparty

which

are

subject

to

offset

under

an

MSLA:

The

risks

of

securities

lending

include

the

risk

that

the

borrower

may

not

provide

additional

collateral

when

required

or

may

not

return

the

securities

when

due.

To

mitigate

these

risks,

the

Fund

benefits

from

a

borrower

default

indemnity

provided

by

BlackRock,

Inc.

(“BlackRock”).

BlackRock’s

indemnity

allows

for

full

replacement

of

the

securities

loaned

to

the

extent

the

collateral

received

does

not

cover

the

value

of

the

securities

loaned

in

the

event

of

borrower

default.

The

Fund

could

incur

a

loss

if

the

value

of

an

investment

purchased

with

cash

collateral

falls

below

the

market

value

of

the

loaned

securities

or

if

the

value

of

an

investment

purchased

with

cash

collateral

falls

below

the

value

of

the

original

cash

collateral

received.

Such

losses

are

borne

entirely

by

the

Fund.

5.

Derivative

Financial

Instruments

Futures

Contracts:

Futures

contracts

are

purchased

or

sold

to

gain

exposure

to,

or

manage

exposure

to,

changes

in

interest

rates

(interest

rate

risk)

and

changes

in

the

value

of

equity

securities

(equity

risk)

or

foreign

currencies

(foreign

currency

exchange

rate

risk).

Futures

contracts

are

exchange-traded

agreements

between

the

Fund

and

a

counterparty

to

buy

or

sell

a

specific

quantity

of

an

underlying

instrument

at

a

specified

price

and

on

a

specified

date.

Depending

on

the

terms

of

a

contract,

it

is

settled

either

through

physical

delivery

of

the

underlying

instrument

on

the

settlement

date

or

by

payment

of

a

cash

amount

on

the

settlement

date.

Upon

entering

into

a

futures

contract,

the

Fund

is

required

to

deposit

initial

margin

with

the

broker

in

the

form

of

cash

or

securities

in

an

amount

that

varies

depending

on

a

contract’s

size

and

risk

profile.

The

initial

margin

deposit

must

then

be

maintained

at

an

established

level

over

the

life

of

the

contract.

Amounts

pledged,

which

are

considered

restricted,

are

included

in

cash

pledged

for

futures

contracts

in

the

Statement

of

Assets

and

Liabilities.

Securities

deposited

as

initial

margin

are

designated

in

the

Schedule

of

Investments

and

cash

deposited,

if

any,

are

shown

as

cash

pledged

for

futures

contracts

in

the

Statement

of

Assets

and

Liabilities.

Pursuant

to

the

contract,

the

Fund

agrees

to

receive

from

or

pay

to

the

broker

an

amount

of

cash

equal

to

the

daily

fluctuation

in

market

value

of

the

contract

(“variation

margin”).

Variation

margin

is

recorded

as

unrealized

appreciation

(depreciation)

and,

if

any,

shown

as

variation

margin

receivable

(or

payable)

on

futures

contracts

in

the

Statement

of

Assets

and

Liabilities.

When

the

contract

is

closed,

a

realized

gain

or

loss

is

recorded

in

the

Statement

of

Operations

equal

to

the

difference

between

the

notional

amount

of

the

contract

at

the

time

it

was

opened

and

the

notional

amount

at

the

time

it

was

closed.

The

use

of

futures

contracts

involves

the

risk

of

an

imperfect

correlation

in

the

movements

in

the

price

of

futures

contracts

and

interest

rates,

foreign

currency

exchange

rates

or

underlying

assets. 

6.

Investment

Advisory

Agreement

and

Other

Transactions

with

Affiliates 

Investment

Advisory

Fees:

Pursuant

to

an

Investment

Advisory

Agreement

with

the

Company, BFA

manages

the

investment

of

the

Fund’s

assets.

BFA

is

a

California

corporation

indirectly

owned

by

BlackRock.

Under

the

Investment

Advisory

Agreement,

BFA

is

responsible

for

substantially

all

expenses

of

the

Fund,

except

(i)

interest

and

taxes;

(ii)

brokerage

commissions

and

other

expenses

connected

with

the

execution

of

portfolio

transactions;

(iii)

distribution

fees;

(iv)

the

advisory

fee

payable

to

BFA;

and

(v)

litigation

expenses

and

any

extraordinary

expenses

(in

each

case

as

determined

by

a

majority

of

the

independent

directors).

For

its

investment

advisory

services

to

the

Fund,

BFA

is

entitled

to

an

annual

investment

advisory

fee,

accrued

daily

and

paid

monthly

by

the

Fund,

based

on

the

average

daily

net

assets

of

the

Fund

as

follows: 

iShares

ETF

and

Counterparty

Securities

Loaned

at

Value

Cash

Collateral

Received

(a)

Non-Cash

Collateral

Received,

at

Fair

Value

(a)

Net

Amount

(b)

MSCI

USA

Equal

Weighted

Barclays

Bank

PLC

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

$

1,627,331

‌

$

(1,627,331

)

$

—

‌

$

—

‌

BNP

Paribas

SA

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

1,066,741

‌

(1,066,741

)

—

‌

—

‌

BofA

Securities,

Inc.

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

1,401,132

‌

(1,362,372

)

—

‌

38,760

‌

Citadel

Clearing

LLC

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

17,199

‌

(17,199

)

—

‌

—

‌

Citigroup

Global

Markets,

Inc.

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

760,282

‌

(760,282

)

—

‌

—

‌

Goldman

Sachs

&

Co.

LLC

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

2,015,141

‌

(2,015,141

)

—

‌

—

‌

HSBC

Bank

PLC

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

2,940,221

‌

(2,940,221

)

—

‌

—

‌

J.P.

Morgan

Securities

LLC

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

361,278

‌

(361,278

)

—

‌

—

‌

Morgan

Stanley

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

975,620

‌

(975,620

)

—

‌

—

‌

National

Financial

Services

LLC

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

275,770

‌

(275,770

)

—

‌

—

‌

Natixis

SA

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

12,063

‌

(12,063

)

—

‌

—

‌

RBC

Capital

Markets

LLC

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

126,215

‌

(126,215

)

—

‌

—

‌

Toronto-Dominion

Bank

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

681,850

‌

(681,850

)

—

‌

—

‌

UBS

AG

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

998,822

‌

(998,822

)

—

‌

—

‌

Wells

Fargo

Bank

NA

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

40,548

‌

(40,474

)

—

‌

74

‌

$

13,300,213

‌

$

(13,261,379

)

$

—

‌

$

38,834

‌

a

(a)

Collateral

received,

if

any,

in

excess

of

the

market

value

of

securities

on

loan

is

not

presented

in

this

table.

The

total

cash

collateral

received

by

the

Fund

is

disclosed

in

the

Fund’s

Statement

of

Assets

and

Liabilities.

(b)

The

market

value

of

the

loaned

securities

is

determined

as

of

August

31,

2023.

Additional

collateral

is

delivered

to

the

Fund

on

the

next

business

day

in

accordance

with

the

MSLA.

The

net

amount

would

be

subject

to

the

borrower

default

indemnity

in

the

event

of

default

by

the

counterparty.

iShares

ETF

Investment

Advisory

Fees

MSCI

USA

Equal

Weighted

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.09%

Notes

to

Financial

Statements

(continued)

24

2023

iShares

Annual

Report

to

Shareholders

Distributor:

BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

BFA,

is

the

distributor

for

the

Fund.

Pursuant

to

the

distribution

agreement,

BFA

is

responsible

for

any

fees

or

expenses

for

distribution

services

provided

to

the

Fund. 

ETF

Servicing

Fees:

The

Fund

has

entered

into

an

ETF

Services

Agreement

with

BRIL

to

perform

certain

order

processing,

Authorized

Participant

communications,

and

related

services

in

connection

with

the

issuance

and

redemption

of

Creation

Units

(“ETF

Services”).

BRIL

is

entitled

to

a

transaction

fee

from

Authorized

Participants

on

each

creation

or

redemption

order

for

the

ETF

Services

provided.

The

Fund

does

not

pay

BRIL

for

ETF

Services. 

Securities

Lending:

The

U.S.

Securities

and

Exchange

Commission

(the

“SEC”)

has

issued

an

exemptive

order

which

permits

BlackRock

Institutional

Trust

Company,

N.A.

(“BTC”),

an

affiliate

of

BFA,

to

serve

as

securities

lending

agent

for

the

Fund,

subject

to

applicable

conditions.

As

securities

lending

agent,

BTC

bears

all

operational

costs

directly

related

to

securities

lending,

including

any

custodial

costs.

The

Fund

is

responsible

for

fees

in

connection

with

the

investment

of

cash

collateral

received

for

securities

on

loan

(the

“collateral

investment

fees”).

The

cash

collateral

is

invested

in

a

money

market

fund,

BlackRock

Cash

Funds:

Institutional

or

BlackRock

Cash

Funds:

Treasury,

managed

by

BFA,

or

its

affiliates.

However,

BTC

has

agreed

to

reduce

the

amount

of

securities

lending

income

it

receives

in

order

to

effectively

limit

the

collateral

investment

fees the

Fund

bears

to

an

annual

rate

of

0.04%.

The

SL

Agency

Shares

of

such

money

market

fund

will

not

be

subject

to

a

sales

load,

distribution

fee

or

service

fee.

The

money

market

fund

in

which

the

cash

collateral

has

been

invested

may,

under

certain

circumstances,

impose

a

liquidity

fee

of

up

to

2%

of

the

value

redeemed

or

temporarily

restrict

redemptions

for

up

to

10

business

days

during

a

90

day

period,

in

the

event

that

the

money

market

fund’s

weekly

liquid

assets

fall

below

certain

thresholds.

Securities

lending

income

is

equal

to

the

total

of

income

earned

from

the

reinvestment

of

cash

collateral,

net

of

fees

and

other

payments

to

and

from

borrowers

of

securities,

and

less

the

collateral

investment

fees. 

The

Fund

retains

a

portion

of

securities

lending

income

and

remits

the

remaining

portion

to

BTC

as

compensation

for

its

services

as

securities

lending

agent.

Pursuant

to

the

current

securities

lending

agreement,

the

Fund

retains

81%

of

securities

lending

income

(which

excludes

collateral

investment

fees)

and

the

amount

retained

can

never

be

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

In

addition,

commencing

the

business

day

following

the

date

that

the

aggregate

securities

lending

income

plus

the

collateral

investment

fees

generated

across

all

1940

Act

iShares

exchange-traded

funds

(the

“iShares

ETF

Complex”)

in

that

calendar

year

exceeds

a

specified

threshold, the

Fund,

pursuant

to

the

securities

lending

agreement,

will

retain

for

the

remainder

of

that

calendar

year

81%

of

securities

lending

income

(which

excludes

collateral

investment

fees),

and

the

amount

retained

can

never

be

less

than

70%

of

the

total

of

securities

lending

income

plus

the

collateral

investment

fees.

The

share

of

securities

lending

income

earned

by

the

Fund

is

shown

as

securities

lending

income

–

affiliated

–

net

in

its

Statement

of

Operations.

For

the year

ended

August

31,

2023,

the

Fund

paid

BTC

$55,139 for

securities

lending

agent

services.

Officers

and

Directors:

Certain

officers

and/or

directors

of

the

Company

are

officers

and/or directors

of

BlackRock

or

its

affiliates.

Other

Transactions:

Cross

trading

is

the

buying

or

selling

of

portfolio

securities

between

funds

to

which

BFA

(or

an

affiliate)

serves

as

investment

adviser.

At

its

regularly

scheduled

quarterly

meetings,

the

Board

reviews

such

transactions

as

of

the

most

recent

calendar

quarter

for

compliance

with

the

requirements

and

restrictions

set

forth

by

Rule

17a-7.

For

the

year

ended

August

31,

2023,

transactions

executed

by

the

Fund

pursuant

to

Rule

17a-7

under

the

1940

Act

were

as

follows:

The

Fund

may

invest

its

positive

cash

balances

in

certain

money

market

funds

managed

by

BFA

or

an

affiliate.

The

income

earned

on

these

temporary

cash

investments

is

shown

as

dividends

–

affiliated

in

the

Statement

of

Operations.

A

fund,

in

order

to

improve

its

portfolio

liquidity

and

its

ability

to

track

its

underlying

index,

may

invest

in

shares

of

other

iShares

funds

that

invest

in

securities

in

the

fund’s

underlying

index.

7.

Purchases

and

Sales

For

the year

ended

August

31,

2023,

purchases

and

sales

of

investments,

excluding

short-term

securities

and

in-kind

transactions,

were

as

follows:

For

the year ended

August

31,

2023,

in-kind

transactions

were

as

follows:

8.

Income

Tax

Information

The

Fund

is

treated

as

an

entity

separate

from

the

Company’s

other

funds

for

federal

income

tax

purposes.

It

is

the

Fund’s

policy

to

comply

with

the

requirements

of

the

Internal

Revenue

Code

of

1986,

as

amended,

applicable

to

regulated

investment

companies,

and

to

distribute

substantially

all

of

its

taxable

income

to

its

shareholders.

Therefore,

no

U.S.

federal

income

tax

provision

is

required.  

iShares

ETF

Purchases

Sales

Net

Realized

Gain

(Loss)

MSCI

USA

Equal

Weighted

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

$

39,988,150

‌

$

44,661,155

‌

$

(6,501,948

)

iShares

ETF

Purchases

Sales

MSCI

USA

Equal

Weighted

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

$

124,844,868

‌

$

125,301,041

‌

iShares

ETF

In-kind

Purchases

In-kind

Sales

MSCI

USA

Equal

Weighted

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

$

228,963,890

‌

$

116,888,755

‌

Notes

to

Financial

Statements

(

continued)

25

Notes

to

Financial

Statements

Management

has

analyzed

tax

laws

and

regulations

and

their

application

to

the

Fund

as

of

August

31,

2023,

inclusive

of

the

open

tax

return

years,

and

does

not

believe

that

there

are

any

uncertain

tax

positions

that

require

recognition

of

a

tax

liability

in

the

Fund’s

financial

statements.

U.S.

GAAP

requires

that

certain

components

of

net

assets

be

adjusted

to

reflect

permanent

differences

between

financial

and

tax

reporting.

These

reclassifications

have

no

effect

on

net

assets

or

NAV

per

share.

As

of

August

31,

2023,

permanent

differences

attributable

to

realized

gains

(losses)

from

in-kind

redemptions

were

reclassified

to

the

following

accounts:

The

tax

character

of

distributions

paid

was

as

follows:

As

of

August

31,

2023,

the

tax

components

of

accumulated

net earnings

(losses)

were

as

follows:

A

fund

may

own

shares

in

certain

foreign

investment

entities,

referred

to,

under

U.S.

tax

law,

as

“passive

foreign

investment

companies.”

Such

fund

may

elect

to

mark-to-

market

annually

the

shares

of

each

passive

foreign

investment

company

and

would

be

required

to

distribute

to

shareholders

any

such

marked-to-market

gains.

As

of

August

31,

2023,

gross

unrealized

appreciation

and

depreciation

based

on

cost

of

investments

(including

short

positions

and

derivatives,

if

any)

for

U.S.

federal

income

tax

purposes

were

as

follows:

9.

Principal

Risks

In

the

normal

course

of

business,

the

Fund

invests

in

securities

or

other

instruments

and

may

enter

into

certain

transactions,

and

such

activities

subject

the

Fund

to

various

risks,

including,

among

others,

fluctuations

in

the

market

(market

risk)

or

failure

of

an

issuer

to

meet

all

of

its

obligations.

The

value

of

securities

or

other

instruments

may

also

be

affected

by

various

factors,

including,

without

limitation:

(i)

the

general

economy;

(ii)

the

overall

market

as

well

as

local,

regional

or

global

political

and/or

social

instability;

(iii)

regulation,

taxation

or

international

tax

treaties

between

various

countries;

or

(iv)

currency,

interest

rate

or

price

fluctuations.

Local,

regional

or

global

events

such

as

war,

acts

of

terrorism,

the

spread

of

infectious

illness

or

other

public

health

issues,

recessions,

or

other

events

could

have

a

significant

impact

on

the

Fund

and

its

investments. The

Fund’s

prospectus

provides

details

of

the

risks

to

which

the

Fund

is

subject.

BFA

uses

a

“passive”

or

index

approach

to

try

to

achieve

the

Fund’s

investment

objective

following

the

securities

included

in

its

underlying

index

during

upturns

as

well

as

downturns.

BFA

does

not

take

steps

to

reduce

market

exposure

or

to

lessen

the

effects

of

a

declining

market.

Divergence

from

the

underlying

index

and

the

composition

of

the

portfolio

is

monitored

by

BFA.

The

Fund

may

be

exposed

to

additional

risks

when

reinvesting

cash

collateral

in

money

market

funds

that

do

not

seek

to

maintain

a

stable

NAV

per

share

of

$1.00,

which

may

be

subject

to

redemption

gates

or

liquidity

fees

under

certain

circumstances.

Infectious

Illness

Risk:

An

outbreak

of

an

infectious

illness,

such

as

the

COVID-19

pandemic,

may

adversely

impact

the

economies

of

many

nations

and

the

global

economy

and

may

impact

individual

issuers

and

capital

markets

in

ways

that

cannot

be

foreseen.

An

infectious

illness

outbreak

may

result

in,

among

other

things,

closed

international

borders,

prolonged

quarantines,

supply

chain

disruptions,

market

volatility

or

disruptions

and

other

significant

economic,

social

and

political

impacts.

Valuation

Risk:

The

market

values

of

equities,

such

as

common

stocks

and

preferred

securities

or

equity

related

investments,

such

as

futures

and

options,

may

decline

due

to

general

market

conditions

which

are

not

specifically

related

to

a

particular

company.

They

may

also

decline

due

to

factors

which

affect

a

particular

industry

or

industries.

A

fund

may

invest

in

illiquid

investments.

An

illiquid

investment

is

any

investment

that

a

fund

reasonably

expects

cannot

be

sold

or

disposed

of

in

current

market

conditions

in

seven

calendar

days

or

less

without

the

sale

or

disposition

significantly

changing

the

market

value

of

the

investment.

A

fund

may

experience

difficulty

in

selling

illiquid

investments

in

a

timely

manner

at

the

price

that

it

believes

the

investments

are

worth.

Prices

may

fluctuate

widely

over

short

or

extended

periods

in

response

to

company,

iShares

ETF

Paid-in

Capital

Accumulated

Earnings

(Loss)

MSCI

USA

Equal

Weighted

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

$

30,030,129

‌

$

(30,030,129

)

iShares

ETF

Year

Ended

08/31/23

Year

Ended

08/31/22

MSCI

USA

Equal

Weighted

Ordinary

income

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

$

7,198,664

‌

$

6,766,523

‌

iShares

ETF

Undistributed

Ordinary

Income

Non-Expiring

Capital

Loss

Carryforwards

(a)

Net

Unrealized

Gains

(Losses)

(b)

Total

MSCI

USA

Equal

Weighted

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

$

1,558,838

‌

$

(55,536,677

)

$

33,250,018

‌

$

(20,727,821

)

(a)

Amounts

available

to

offset

future

realized

capital

gains.

(b)

The

difference

between

book-basis

and

tax-basis

net

unrealized

gains

(losses)

was

attributable

primarily

to

the

tax

deferral

of

losses

on

wash

sales,

the

realization

for

tax

purposes

of

unrealized

gains

(losses)

on

certain

futures

contracts,

the

realization

for

tax

purposes

of

unrealized

gains

on

investments

in

passive

foreign

investment

companies,

the

characterization

of

corporate

actions

and

the

timing

and

recognition

of

realized

gains

(losses)

for

tax

purposes.

iShares

ETF

Tax

Cost

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

MSCI

USA

Equal

Weighted

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

$

533,760,979

‌

$

63,531,960

‌

$

(30,279,503

)

$

33,252,457

‌

Notes

to

Financial

Statements

(continued)

26

2023

iShares

Annual

Report

to

Shareholders

market

or

economic

news.

Markets

also

tend

to

move

in

cycles,

with

periods

of

rising

and

falling

prices.

This

volatility

may

cause

a

fund’s

NAV

to

experience

significant

increases

or

decreases

over

short

periods

of

time.

If

there

is

a

general

decline

in

the

securities

and

other

markets,

the

NAV

of

a

fund

may

lose

value,

regardless

of

the

individual

results

of

the

securities

and

other

instruments

in

which

a

fund

invests. 

Counterparty

Credit

Risk:

The

Fund

may

be

exposed

to

counterparty

credit

risk,

or

the

risk

that

an

entity

may

fail

to

or

be

unable

to

perform

on

its

commitments

related

to

unsettled

or

open

transactions,

including

making

timely

interest

and/or

principal

payments

or

otherwise

honoring

its

obligations.

The

Fund

manages

counterparty

credit

risk

by

entering

into

transactions

only

with

counterparties

that

BFA

believes

have

the

financial

resources

to

honor

their

obligations

and

by

monitoring

the

financial

stability

of

those

counterparties.

Financial

assets,

which

potentially

expose

the

Fund

to

market,

issuer

and

counterparty

credit

risks,

consist

principally

of

financial

instruments

and

receivables

due

from

counterparties.

The

extent

of

the

Fund’s

exposure

to

market,

issuer

and

counterparty

credit

risks

with

respect

to

these

financial

assets

is

approximately

their

value

recorded

in

the

Statement

of

Assets

and

Liabilities,

less

any

collateral

held

by

the

Fund.

A

derivative

contract

may

suffer

a

mark-to-market

loss

if

the

value

of

the

contract

decreases

due

to

an

unfavorable

change

in

the

market

rates

or

values

of

the

underlying

instrument.

Losses

can

also

occur

if

the

counterparty

does

not

perform

under

the

contract.

With

exchange-traded

futures, there

is

less

counterparty

credit

risk

to

the

Fund

since

the

exchange

or

clearinghouse,

as

counterparty

to

such

instruments,

guarantees

against

a

possible

default.

The

clearinghouse

stands

between

the

buyer

and

the

seller

of

the

contract;

therefore,

credit

risk

is

limited

to

failure

of

the

clearinghouse.

While

offset

rights

may

exist

under

applicable

law,

a

fund

does

not

have

a

contractual

right

of

offset

against

a

clearing

broker

or

clearinghouse

in

the

event

of

a

default

(including

the

bankruptcy

or

insolvency).

Additionally,

credit

risk

exists

in

exchange-traded

futures

with

respect

to

initial

and

variation

margin

that

is

held

in

a

clearing

broker’s

customer

accounts.

While

clearing

brokers

are

required

to

segregate

customer

margin

from

their

own

assets,

in

the

event

that

a

clearing

broker

becomes

insolvent

or

goes

into

bankruptcy

and

at

that

time

there

is

a

shortfall

in

the

aggregate

amount

of

margin

held

by

the

clearing

broker

for

all

its

clients,

typically

the

shortfall

would

be

allocated

on

a

pro

rata

basis

across

all

the

clearing

broker’s

customers,

potentially

resulting

in

losses

to

the

Fund.

Geographic/Asset

Class

Risk:

A

diversified

portfolio,

where

this

is

appropriate

and

consistent

with

a

fund’s

objectives,

minimizes

the

risk

that

a

price

change

of

a

particular

investment

will

have

a

material

impact

on

the

NAV

of

a

fund.

The

investment

concentrations

within

the

Fund’s

portfolio

are

disclosed

in

its

Schedule

of

Investments.

The

Fund

invests

a

significant

portion

of

its

assets

in

securities

of

issuers

located

in

the

United

States.

A

decrease

in

imports

or

exports,

changes

in

trade

regulations,

inflation

and/or

an

economic

recession

in

the

United

States

may

have

a

material

adverse

effect

on

the

U.S.

economy

and

the

securities

listed

on

U.S.

exchanges.

Proposed

and

adopted

policy

and

legislative

changes

in

the

United

States

may

also

have

a

significant

effect

on

U.S.

markets

generally,

as

well

as

on

the

value

of

certain

securities.

Governmental

agencies

project

that

the

United

States

will

continue

to

maintain

elevated

public

debt

levels

for

the

foreseeable

future

which

may

constrain

future

economic

growth.

Circumstances

could

arise

that

could

prevent

the

timely

payment

of

interest

or

principal

on

U.S.

government

debt,

such

as

reaching

the

legislative

“debt

ceiling.”

Such

non-payment

would

result

in

substantial

negative

consequences

for

the

U.S.

economy

and

the

global

financial

system.

If

U.S.

relations

with

certain

countries

deteriorate,

it

could

adversely

affect

issuers

that

rely

on

the

United

States

for

trade.

The

United

States

has

also

experienced

increased

internal

unrest

and

discord.

If

these

trends

were

to

continue,

they

may

have

an

adverse

impact

on

the

U.S.

economy

and

the

issuers

in

which

the

Fund

invests.

Significant

Shareholder

Redemption

Risk:

Certain

shareholders

may

own

or

manage

a

substantial

amount

of

fund

shares

and/or

hold

their

fund

investments

for

a

limited

period

of

time.

Large

redemptions

of

fund

shares

by

these

shareholders

may

force

a

fund

to

sell

portfolio

securities,

which

may

negatively

impact

the

fund’s

NAV,

increase

the

fund’s

brokerage

costs,

and/or

accelerate

the

realization

of

taxable

income/gains

and

cause

the

fund

to

make

additional

taxable

distributions

to

shareholders.

10.

Capital

Share

Transactions 

Capital

shares

are

issued

and

redeemed

by the

Fund

only

in

aggregations

of

a

specified

number

of

shares

or

multiples

thereof

(“Creation

Units”)

at

NAV.

Except

when

aggregated

in

Creation

Units,

shares

of

the

Fund

are

not

redeemable.

Transactions

in

capital

shares

were

as

follows:

The

consideration

for

the

purchase

of

Creation

Units

of

a

fund

in

the

Company

generally

consists

of

the

in-kind

deposit

of

a

designated

portfolio

of

securities

and

a

specified

amount

of

cash.

Certain

funds

in

the

Company

may

be

offered

in

Creation

Units

solely

or

partially

for

cash

in

U.S.

dollars.

Investors

purchasing

and

redeeming

Creation

Units

may

pay

a

purchase

transaction

fee

and

a

redemption

transaction

fee

directly

BRIL,

to

offset

transfer

and

other

transaction

costs

associated

with

the

issuance

and

redemption

of

Creation

Units,

including

Creation

Units

for

cash.

Investors

transacting

in

Creation

Units

for

cash

may

also

pay

an

additional

variable

charge

to

compensate

the

relevant

fund

for

certain

transaction

costs

(i.e.,

stamp

taxes,

taxes

on

currency

or

other

financial

transactions,

and

brokerage

costs)

and

market

impact

expenses

relating

to

investing

in

portfolio

securities.

Such

variable

charges,

if

any,

are

included

in

shares

sold

in

the

table

above.

From

time

to

time,

settlement

of

securities

related

to

in-kind

contributions

or

in-kind

redemptions

may

be

delayed.

In

such

cases,

securities

related

to

in-kind

transactions

are

reflected

as

a

receivable

or

a

payable

in

the

Statement

of

Assets

and

Liabilities.

Year

Ended

08/31/23

Year

Ended

08/31/22

iShares

ETF

Shares

Amount

Shares

Amount

MSCI

USA

Equal

Weighted

Shares

sold

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

3,000,000

‌

$

230,557,616

‌

1,350,000

‌

$

112,623,588

‌

Shares

redeemed

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

(1,550,000

)

(117,645,375

)

(1,200,000

)

(96,437,669

)

1,450,000

‌

$

112,912,241

‌

150,000

‌

$

16,185,919

‌

Notes

to

Financial

Statements

(

continued)

27

Notes

to

Financial

Statements

11.

Subsequent

Events

Management

has

evaluated

the

impact

of

all

subsequent

events

on

the

Fund

through

the

date

the

financial

statements

were

available

to

be

issued

and

has

determined

that

there

were

no

subsequent

events

requiring

adjustment

or

additional

disclosure

in

the

financial

statements.

Report

of

Independent

Registered

Public

Accounting

Firm

28

2023

iShares

Annual

Report

to

Shareholders

To

the

Board

of

Directors

of

iShares,

Inc.

and

Shareholders

of

iShares

MSCI

USA

Equal

Weighted

ETF

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

schedule

of

investments,

of

iShares

MSCI

USA

Equal

Weighted

ETF

(one

of

the

funds

constituting

iShares,

Inc.,

referred

to

hereafter

as

the

“Fund”)

as

of

August

31,

2023,

the

related

statement

of

operations

for

the

year

ended

August

31,

2023,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

August

31,

2023,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

August

31,

2023

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

August

31,

2023,

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

two

years

in

the

period

ended

August

31,

2023,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

August

31,

2023

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

of

these

financial

statements

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

August

31,

2023

by

correspondence

with

the

custodian,

transfer

agent

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

/s/PricewaterhouseCoopers

LLP

Philadelphia,

Pennsylvania

October

23,

2023

We

have

served

as

the

auditor

of

one

or

more

BlackRock

investment

companies

since

2000.

Important

Tax

Information

(unaudited)

29

Important

Tax

Information

The

following

amount,

or

maximum

amount

allowable

by

law,

is

hereby

designated

as

qualified

dividend

income

for

individuals

for

the

fiscal

year

ended

August

31,

2023:

The

following

amount,

or

maximum

amount

allowable

by

law,

is

hereby

designated

as

qualified

business

income

for

individuals

for

the

fiscal

year

ended

August

31,

2023:

The

following

percentage,

or

maximum

percentage

allowable

by

law,

of

ordinary

income

distributions

paid

during

the

fiscal

year

ended August

31,

2023

qualified

for

the

dividends-received

deduction

for

corporate

shareholders:

iShares

ETF

Qualified

Dividend

Income

MSCI

USA

Equal

Weighted

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

$

6,534,488‌

iShares

ETF

Qualified

Business

Income

MSCI

USA

Equal

Weighted

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

$

213,786‌

iShares

ETF

Dividends-Received

Deduction

MSCI

USA

Equal

Weighted

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

82

.99‌

%

Board

Review

and

Approval

of

Investment

Advisory

Contract

30

2023

iShares

Annual

Report

to

Shareholders

iShares

MSCI

USA

Equal

Weighted

ETF

(the

“Fund”)

Under

Section

15(c)

of

the

Investment

Company

Act

of

1940

(the

“1940

Act”),

the

Company’s

Board

of

Directors

(the

“Board”),

including

a

majority

of

Board

Members

who

are

not

“interested

persons”

of

the

Company

(as

that

term

is

defined

in

the

1940

Act)

(the

“Independent

Board

Members”),

is

required

annually

to

consider

the

approval

of

the

Investment

Advisory

Agreement

between

the

Company

and

BFA

(the

“Advisory

Agreement”)

on

behalf

of

the

Fund.

The

Board’s

consideration

entails

a

year-long

process

whereby

the

Board

and

its

committees

(composed

solely

of

Independent

Board

Members)

assess

BlackRock’s

services

to

the

Fund,

including

investment

management;

fund

accounting;

administrative

and

shareholder

services;

oversight

of

the

Fund’s

service

providers;

risk

management

and

oversight;

legal

and

compliance

services;

and

ability

to

meet

applicable

legal

and

regulatory

requirements.

The

Independent

Board

Members

requested,

and

BFA

provided,

such

information

as

the

Independent

Board

Members,

with

advice

from

independent

counsel,

deemed

reasonably

necessary

to

evaluate

the

Advisory

Agreement.

At

meetings

on

May

2,

2023

and

May

15,

2023,

a

committee

composed

of

all

of

the

Independent

Board

Members

(the

“15(c)

Committee”),

with

independent

counsel,

met

with

management

and

reviewed

and

discussed

information

provided

in

response

to

initial

requests

of

the

15(c)

Committee

and/or

its

independent

counsel,

and

requested

certain

additional

information,

which

management

agreed

to

provide.

At

a

meeting

held

on

June

7-8,

2023,

the

Board,

including

the

Independent

Board

Members,

reviewed

the

additional

information

provided

by

management

in

response

to

these

requests.

After

extensive

discussions

and

deliberations,

the

Board,

including

all

of

the

Independent

Board

Members,

approved

the

continuance

of

the

Advisory

Agreement

for

the

Fund,

based

on

a

review

of

qualitative

and

quantitative

information

provided

by

BFA

and

their

cumulative

experience

as

Board

Members.

The

Board

noted

its

satisfaction

with

the

extent

and

quality

of

information

provided

and

its

frequent

interactions

with

management,

as

well

as

the

detailed

responses

and

other

information

provided

by

BFA.

The

Independent

Board

Members

were

advised

by

their

independent

counsel

throughout

the

process,

including

about

the

legal

standards

applicable

to

their

review.

In

approving

the

continuance

of

the

Advisory

Agreement

for

the

Fund,

the

Board,

including

the

Independent

Board

Members,

considered

various

factors,

including:

(i)

the

expenses

and

performance

of

the

Fund;

(ii)

the

nature,

extent

and

quality

of

the

services

provided

by

BFA;

(iii)

the

costs

of

services

provided

to

the

Fund

and

profits

realized

by

BFA

and

its

affiliates;

(iv)

potential

economies

of

scale

and

the

sharing

of

related

benefits;

(v)

the

fees

and

services

provided

for

other

comparable

funds/accounts

managed

by

BFA

and

its

affiliates;

and

(vi)

other

benefits

to

BFA

and/or

its

affiliates.

The

material

factors,

none

of

which

was

controlling,

and

conclusions

that

formed

the

basis

for

the

Board,

including

the

Independent

Board

Members,

to

approve

the

continuance

of

the

Advisory

Agreement

are

discussed

below.

Expenses

and

Performance

of

the

Fund:

The

Board

reviewed

statistical

information

prepared

by

Broadridge

Financial

Solutions,

Inc.

(“Broadridge”),

an

independent

provider

of

investment

company

data,

regarding

the

expense

ratio

components,

including

gross

and

net

total

expenses,

fees

and

expenses

of

other

fund(s)

in

which

the

Fund

invests

(if

applicable),

and

waivers/reimbursements

(if

applicable)

of

the

Fund

in

comparison

with

the

same

information

for

other

ETFs,

objectively

selected

by

Broadridge

as

comprising

the

Fund’s

applicable

expense

peer

group

pursuant

to

Broadridge’s

proprietary

ETF

methodology

(the

“Peer

Group”).

The

Board

was

provided

with

a

detailed

description

of

the

proprietary

ETF

methodology

used

by

Broadridge

to

determine

the

Fund’s

Peer

Group.

The

Board

noted

that,

due

to

the

limitations

in

providing

comparable

funds

in

the

Peer

Group,

the

statistical

information

provided

in

Broadridge’s

report

may

or

may

not

provide

meaningful

direct

comparisons

to

the

Fund

in

all

instances.

The

Board

also

noted

that

the

investment

advisory

fee

rate

and

overall

expenses

(net

of

any

waivers

and

reimbursements)

for

the

Fund

were

lower

than

the

median

of

the

investment

advisory

fee

rates

and

overall

expenses

(net

of

any

waivers

and

reimbursements)

of

the

funds

in

its

Peer

Group,

excluding

iShares

funds.

In

addition,

to

the

extent

that

any

of

the

comparison

funds

included

in

the

Peer

Group,

excluding

iShares

funds,

track

the

same

index

as

the

Fund,

Broadridge

also

provided,

and

the

Board

reviewed,

a

comparison

of

the

Fund’s

performance

for

the

one-year,

three-year,

five-year,

ten-year,

and

since

inception

periods,

as

applicable,

and

for

the

quarter

ended

December

31,

2022,

to

that

of

such

relevant

comparison

fund(s)

for

the

same

periods.

The

Board

noted

that

the

Fund

seeks

to

track

its

specified

underlying

index

and

that,

during

the

year,

the

Board

received

periodic

reports

on

the

Fund’s

short-

and

longer-term

performance

in

comparison

with

its

underlying

index.

Such

periodic

comparative

performance

information,

including

additional

detailed

information

as

requested

by

the

Board,

was

also

considered.

The

Board

noted

that

the

Fund

generally

performed

in

line

with

its

underlying

index

over

the

relevant

periods.

Based

on

this

review,

the

other

factors

considered

at

the

meeting,

and

their

general

knowledge

of

ETF

pricing,

the

Board

concluded

that

the

investment

advisory

fee

rate

and

expense

level

and

the

historical

performance

of

the

Fund

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Nature,

Extent

and

Quality

of

Services

Provided:

Based

on

management’s

representations,

including

information

about

ongoing

enhancements

and

initiatives

with

respect

to

the

iShares

business,

including

with

respect

to

capital

markets

support

and

analysis,

technology,

portfolio

management,

product

design

and

quality,

compliance

and

risk

management,

global

public

policy

and

other

services,

the

Board

expected

that

there

would

be

no

diminution

in

the

scope

of

services

required

of

or

provided

by

BFA

under

the

Advisory

Agreement

for

the

coming

year

as

compared

with

the

scope

of

services

provided

by

BFA

during

prior

years.

In

reviewing

the

scope

of

these

services,

the

Board

considered

BFA’s

investment

philosophy

and

experience,

noting

that

BFA

and

its

affiliates

have

committed

significant

resources

over

time,

including

during

the

past

year,

to

support

the

iShares

funds

and

their

shareholders

and

have

made

significant

investments

into

the

iShares

business.

The

Board

also

considered

BFA’s

compliance

program

and

its

compliance

record

with

respect

to

the

Fund,

including

related

programs

implemented

pursuant

to

regulatory

requirements.

In

that

regard,

the

Board

noted

that

BFA

reports

to

the

Board

about

portfolio

management

and

compliance

matters

on

a

periodic

basis

in

connection

with

regularly

scheduled

meetings

of

the

Board,

and

on

other

occasions

as

necessary

and

appropriate,

and

has

provided

information

and

made

relevant

officers

and

other

employees

of

BFA

(and

its

affiliates)

available

as

needed

to

provide

further

assistance

with

these

matters.

The

Board

also

reviewed

the

background

and

experience

of

the

persons

responsible

for

the

day-to-day

management

of

the

Fund,

as

well

as

the

resources

available

to

them

in

managing

the

Fund.

In

addition

to

the

above

considerations,

the

Board

reviewed

and

considered

detailed

presentations

regarding

BFA’s

investment

performance,

investment

and

risk

management

processes

and

strategies

provided

at

the

May

2,

2023

meeting

and

throughout

the

year,

and

matters

related

to

BFA’s

portfolio

compliance

program

and

other

compliance

programs

and

services.

Based

on

review

of

this

information,

and

the

performance

information

discussed

above,

the

Board

concluded

that

the

nature,

extent

and

quality

of

services

provided

to

the

Fund

under

the

Advisory

Agreement

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Costs

of

Services

Provided

to

the

Fund

and

Profits

Realized

by

BFA

and

its

Affiliates:

The

Board

reviewed

information

about

the

estimated

profitability

to

BlackRock

in

managing

the

Fund,

based

on

the

fees

payable

to

BFA

and

its

affiliates

(including

fees

under

the

Advisory

Agreement),

and

other

sources

of

revenue

and

expense

to

BFA

and

its

affiliates

from

the

Fund’s

operations

for

the

last

calendar

year.

The

Board

reviewed

BlackRock’s

methodology

for

calculating

estimated

profitability

of

the

iShares

funds,

noting

that

the

15(c)

Committee

and

the

Board

had

focused

on

the

methodology

and

profitability

presentation.

The

Board

recognized

that

profitability

may

be

affected

by

numerous

factors,

including,

among

other

things,

fee

waivers

by

BFA,

the

types

of

funds

managed,

expense

allocations

and

business

mix.

The

Board

thus

recognized

that

Board

Review

and

Approval

of

Investment

Advisory

Contract

(

continued)

31

Board

Review

and

Approval

of

Investment

Advisory

Contract

calculating

and

comparing

profitability

at

individual

fund

levels

is

challenging.

The

Board

discussed

with

management

the

sources

of

direct

and

ancillary

revenue,

including

the

revenues

to

BTC,

a

BlackRock

affiliate,

from

securities

lending

by

the

Fund.

The

Board

also

discussed

BFA’s

estimated

profit

margin

as

reflected

in

the

Fund’s

profitability

analysis

and

reviewed

information

regarding

potential

economies

of

scale

(as

discussed

below).

Based

on

this

review,

the

Board

concluded

that

the

information

considered

with

respect

to

the

profits

realized

by

BFA

and

its

affiliates

under

the

Advisory

Agreement

and

from

other

relationships

between

the

Fund

and

BFA

and/or

its

affiliates,

if

any,

as

well

as

the

other

factors

considered

at

the

meeting,

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Economies

of

Scale:

The

Board

reviewed

information

and

considered

the

extent

to

which

economies

of

scale

might

be

realized

as

the

assets

of

the

Fund

increase,

noting

that

the

issue

of

potential

economies

of

scale

had

been

focused

on

by

the

15(c)

Committee

and

the

Board

during

their

meetings

and

addressed

by

management.

The

15(c)

Committee

and

the

Board

received

information

regarding

BlackRock’s

historical

estimated

profitability

(as

discussed

above),

including

BFA’s

and

its

affiliates’

estimated

costs

in

providing

services.

The

estimated

cost

information

distinguished,

among

other

things,

between

fixed

and

variable

costs,

and

showed

how

the

level

and

nature

of

fixed

and

variable

costs

may

impact

the

existence

or

size

of

scale

benefits,

with

the

Board

recognizing

that

potential

economies

of

scale

are

difficult

to

measure.

The

15(c)

Committee

and

the

Board

reviewed

information

provided

by

BFA

regarding

the

sharing

of

scale

benefits

with

the

iShares

funds

through

various

means,

including,

as

applicable,

through

relatively

low

fee

rates

established

at

inception,

breakpoints,

waivers,

or

other

fee

reductions,

as

well

as

through

additional

investment

in

the

iShares

business

and

the

provision

of

improved

or

additional

infrastructure

and

services

to

the

iShares

funds

and

their

shareholders.

The

Board

noted

that

the

Advisory

Agreement

for

the

Fund

did

not

provide

for

breakpoints

in

the

Fund’s

investment

advisory

fee

rate

as

the

assets

of

the

Fund

increase.

However,

the

Board

noted

that

it

would

continue

to

assess

the

appropriateness

of

adding

breakpoints

in

the

future.

The

Board

concluded

that

this

review

of

potential

economies

of

scale

and

the

sharing

of

related

benefits,

as

well

as

the

other

factors

considered

at

the

meeting,

supported

the

Board’s

approval

of

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Fees

and

Services

Provided

for

Other

Comparable

Funds/Accounts

Managed

by

BFA

and

its

Affiliates:

The

Board

received

and

considered

information

regarding

the

investment

advisory/management

fee

rates

for

other

funds/accounts

in

the

U.S.

for

which

BFA

(or

its

affiliates)

provides

investment

advisory/management

services,

including

open-end

funds

registered

under

the

1940

Act

(including

sub-advised

funds),

collective

trust

funds

and

institutional

separate

accounts

(collectively,

the

“Other

Accounts”).

The

Board

acknowledged

BFA’s

representation

that

the

iShares

funds

are

fundamentally

different

investment

vehicles

from

the

Other

Accounts.

The

Board

received

detailed

information

regarding

how

the

Other

Accounts

generally

differ

from

the

Fund,

including

in

terms

of

the

types

of

services

and

generally

more

extensive

services

provided

to

the

Fund,

as

well

as

other

significant

differences.

In

that

regard,

the

Board

considered

that

the

pricing

of

services

to

institutional

clients

is

typically

based

on

a

number

of

factors

beyond

the

nature

and

extent

of

the

specific

services

to

be

provided

and

often

depends

on

the

overall

relationship

between

the

client

and

its

affiliates

and

the

adviser

and

its

affiliates.

In

addition,

the

Board

considered

the

relative

complexity

and

inherent

risks

and

challenges

of

managing

and

providing

other

services

to

the

Fund,

as

a

publicly

traded

investment

vehicle,

as

compared

to

the

Other

Accounts,

particularly

those

that

are

institutional

clients,

in

light

of

differing

regulatory

requirements

and

client-imposed

mandates.

The

Board

noted

that

BFA

and

its

affiliates

do

not

manage

Other

Accounts

with

substantially

the

same

investment

objective

and

strategy

as

the

Fund

and

that

track

the

same

index

as

the

Fund.

The

Board

also

acknowledged

management’s

assertion

that,

for

certain

iShares

funds,

and

for

client

segmentation

purposes,

BlackRock

has

launched

an

iShares

fund

that

may

provide

a

similar

investment

exposure

at

a

lower

investment

advisory

fee

rate.

The

Board

considered

the

“all-inclusive”

nature

of

the

Fund’s

advisory

fee

structure,

and

the

Fund’s

expenses

borne

by

BFA

under

this

arrangement

and

noted

that

the

investment

advisory

fee

rate

under

the

Advisory

Agreement

for

the

Fund

was

generally

higher

than

the

investment

advisory/management

fee

rates

for

certain

of

the

Other

Accounts

(particularly

institutional

clients)

and

concluded

that

the

differences

appeared

to

be

consistent

with

the

factors

discussed.

Other

Benefits

to

BFA

and/or

its

Affiliates:

The

Board

reviewed

other

benefits

or

ancillary

revenue

received

by

BFA

and/or

its

affiliates

in

connection

with

the

services

provided

to

the

Fund

by

BFA,

both

direct

and

indirect,

including,

but

not

limited

to,

payment

of

revenue

to

BTC,

the

Fund’s

securities

lending

agent,

for

loaning

portfolio

securities,

as

applicable

(which

was

included

in

the

profit

margins

reviewed

by

the

Board

pursuant

to

BFA’s

estimated

profitability

methodology),

payment

of

advisory

fees

or

other

fees

to

BFA

(or

its

affiliates)

in

connection

with

any

investments

by

the

Fund

in

other

funds

for

which

BFA

(or

its

affiliates)

provides

investment

advisory

services

or

other

services,

and

BlackRock’s

profile

in

the

investment

community.

The

Board

further

considered

other

direct

benefits

that

might

accrue

to

BFA,

including

the

potential

for

reduction

in

the

Fund’s

expenses

that

are

borne

by

BFA

under

the

“all-inclusive”

management

fee

arrangement,

due

in

part

to

the

size

and

scope

of

BFA’s

investment

operations

servicing

the

Fund

(and

other

funds

in

the

iShares

complex)

as

well

as

in

response

to

a

changing

market

environment.

The

Board

also

reviewed

and

considered

information

provided

by

BFA

concerning

authorized

participant

primary

market

order

processing

services

that

are

provided

by

BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

BFA,

and

paid

for

by

authorized

participants

under

the

ETF

Servicing

Platform.

The

Board

also

noted

the

revenue

received

by

BFA

and/or

its

affiliates

pursuant

to

an

agreement

that

permits

a

service

provider

to

use

certain

portions

of

BlackRock’s

technology

platform

to

service

accounts

managed

by

BFA

and/or

its

affiliates,

including

the

iShares

funds.

The

Board

noted

that

BFA

generally

does

not

use

soft

dollars

or

consider

the

value

of

research

or

other

services

that

may

be

provided

to

BFA

(including

its

affiliates)

in

selecting

brokers

for

portfolio

transactions

for

the

Fund.

The

Board

concluded

that

any

such

ancillary

benefits

would

not

be

disadvantageous

to

the

Fund

and

thus

would

not

alter

the

Board’s

conclusion

with

respect

to

the

appropriateness

of

approving

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Conclusion:

Based

on

a

review

of

the

factors

described

above,

as

well

as

such

other

factors

as

deemed

appropriate

by

the

Board,

the

Board,

including

all

of

the

Independent

Board

Members,

determined

that

the

Fund’s

investment

advisory

fee

rate

under

the

Advisory

Agreement

does

not

constitute

a

fee

that

is

so

disproportionately

large

as

to

bear

no

reasonable

relationship

to

the

services

rendered

and

that

could

not

have

been

the

product

of

arm’s-length

bargaining,

and

concluded

to

approve

the

continuance

of

the

Advisory

Agreement

for

the

coming

year.

Supplemental

Information

(unaudited)

32

2023

iShares

Annual

Report

to

Shareholders

Tailored

Shareholder

Reports

for

Open-End

Mutual

Funds

and

ETFs 

Effective

January

24,

2023,

the

SEC adopted

rule

and

form

amendments

to

require

open-end

mutual

funds

and

ETFs

to

transmit

concise

and

visually

engaging

streamlined

annual

and

semiannual

reports

to

shareholders

that

highlight

key

information.

Other

information,

including

financial

statements,

will

no

longer

appear

in

a

streamlined

shareholder

report

but

must

be

available

online,

delivered

free

of

charge

upon

request,

and

filed

on

a

semiannual

basis

on

Form

N-CSR.

The

rule

and

form

amendments

have

a

compliance

date

of

July

24,

2024.

At

this

time,

management

is

evaluating

the

impact

of

these

amendments

on

the

shareholder

reports

for

the

Funds.

Premium/Discount

Information

Information

on

the

Fund’s

net

asset

value,

market

price,

premiums

and

discounts,

and

bid-ask

spreads

can

be

found

at

iShares.com

.

Regulation

under

the

Alternative

Investment

Fund

Managers

Directive

The

Alternative

Investment

Fund

Managers

Directive,

and

its

United

Kingdom

(“UK”)

equivalent,

(“AIFMD”)

impose

detailed

and

prescriptive

obligations

on

fund

managers

established

in

the

European

Union

(the

“EU”)

and

the

UK.

These

do

not

currently

apply

to

managers

established

outside

of

the

EU

or

UK,

such

as BFA

(the

“Company”).

Rather,

the

Company

is

only

required

to

comply

with

certain

disclosure,

reporting

and

transparency

obligations

of

AIFMD

because

it

has

registered

the

iShares

MSCI

USA

Equal

Weighted

ETF (the

“Fund”)

to

be

marketed

to

investors

in

the

EU

and/or

UK.

Report

on

Remuneration

The

Company

is

required

under

AIFMD

to

make

quantitative

disclosures

of

remuneration.

These

disclosures

are

made

in

line

with

BlackRock’s

interpretation

of

currently

available

regulatory

guidance

on

quantitative

remuneration

disclosures.

As

market

or

regulatory

practice

develops

BlackRock

may

consider

it

appropriate

to

make

changes

to

the

way

in

which

quantitative

remuneration

disclosures

are

calculated.

Where

such

changes

are

made,

this

may

result

in

disclosures

in

relation

to

a

fund

not

being

comparable

to

the

disclosures

made

in

the

prior

year,

or

in

relation

to

other

BlackRock

fund

disclosures

in

that

same

year.

Disclosures

are

provided

in

relation

to

(a)

the

staff

of

the

Company;

(b)

staff

who

are

senior

management;

and

(c)

staff

who

have

the

ability

to

materially

affect

the

risk

profile

of

the

Fund.

All

individuals

included

in

the

aggregated

figures

disclosed

are

rewarded

in

line

with

BlackRock’s

remuneration

policy

for

their

responsibilities

across

the

relevant

BlackRock

business

area.

As

all

individuals

have

a

number

of

areas

of

responsibilities,

only

the

portion

of

remuneration

for

those

individuals’

services

attributable

to

the

Fund

is

included

in

the

aggregate

figures

disclosed.

BlackRock

has

a

clear

and

well

defined

pay-for-performance

philosophy,

and

compensation

programs

which

support

that

philosophy.

BlackRock

operates

a

total

compensation

model

for

remuneration

which

includes

a

base

salary,

which

is

contractual,

and

a

discretionary

bonus

scheme.

Although

all

employees

are

eligible

to

receive

a

discretionary

bonus,

there

is

no

contractual

obligation

to

make

a

discretionary

bonus

award

to

any

employees.

For

senior

management

and

staff

who

have

the

ability

to

materially

affect

the

risk

profile

of

the

Fund,

a

significant

percentage

of

variable

remuneration

is

deferred

over

time.

All

employees

are

subject

to

a

clawback

policy.

Remuneration

decisions

for

employees

are

made

once

annually

in

January

following

the

end

of

the

performance

year,

based

on

BlackRock’s

full-year

financial

results

and

other

non-financial

goals

and

objectives.

Alongside

financial

performance,

individual

total

compensation

is

also

based

on

strategic

and

operating

results

and

other

considerations

such

as

management

and

leadership

capabilities.

No

set

formulas

are

established

and

no

fixed

benchmarks

are

used

in

determining

annual

incentive

awards.

Annual

incentive

awards

are

paid

from

a

bonus

pool

which

is

reviewed

throughout

the

year

by

BlackRock’s

independent

compensation

committee,

taking

into

account

both

actual

and

projected

financial

information

together

with

information

provided

by

the

Enterprise

Risk

and

Regulatory

Compliance

departments

in

relation

to

any

activities,

incidents

or

events

that

warrant

consideration

in

making

compensation

decisions.

Individuals

are

not

involved

in

setting

their

own

remuneration.

Each

of

the

control

functions

(Enterprise

Risk,

Legal

&

Compliance,

and

Internal

Audit)

each

have

their

own

organizational

structures

which

are

independent

of

the

business

units

and

therefore

staff

members

in

control

functions

are

remunerated

independently

of

the

business

they

oversee.

Functional

bonus

pools

for

those

control

functions

are

determined

with

reference

to

the

performance

of

each

individual

function

and

the

remuneration

of

the

senior

members

of

control

functions

is

directly

overseen

by

BlackRock’s

independent

remuneration

committee. 

Members

of

staff

and

senior

management

of

the

Company

typically

provide

both

AIFMD

and

non-AIFMD

related

services

in

respect

of

multiple

funds,

clients

and

functions

of

the

Company

and

across

the

broader

BlackRock

group.

Conversely,

members

of

staff

and

senior

management

of

the

broader

BlackRock

group

may

provide

both

AIFMD

and

non-AIFMD

related

services

in

respect

of

multiple

funds,

clients

and

functions

of

the

broader

BlackRock

group

and

of

the

Company.

Therefore,

the

figures

disclosed

are

a

sum

of

individuals’

portion

of

remuneration

attributable

to

the

Company

according

to

an

objective

apportionment

methodology

which

acknowledges

the

multiple-service

nature

of

the

Company

and

the

broader

BlackRock

group.

Accordingly,

the

figures

are

not

representative

of

any

individual’s

actual

remuneration

or

their

remuneration

structure.

The

amount

of

the

total

remuneration

awarded

to

the

Company’s

staff

in

respect

of

the

Company’s

financial

year

ending

December

31,

2022

was

USD

4.12

million.

This

figure

is

comprised

of

fixed

remuneration

of

USD

685

thousand

and

variable

remuneration

of

USD

3.44

million.

There

was

a

total

of

8

beneficiaries

of

the

remuneration

described

above.

The

amount

of

the

aggregate

remuneration

awarded

by

the

Company

in

respect

of

the

Company’s

financial

year

ending

December

31,

2022,

to

its

senior

management

was

USD

2.96

million,

and

to

other

members

of

its

staff

whose

actions

potentially

have

a

material

impact

on

the

risk

profile

of

the

Company

or

its

funds

was

USD

970

thousand.

These

figures

relate

to

the

entire

Company

and

not

to

the

Fund.

33

Supplemental

Information

Supplemental

Information

(unaudited)

(continued)

Disclosures

under

the

EU

Sustainable

Finance

Disclosure

Regulation

The

iShares

MSCI

USA

Equal

Weighted

ETF (the

“Fund”)

is

registered

under

the

Alternative

Investment

Fund

Managers

Directive

to

be

marketed

to

European

Union

(“EU”)

investors,

as

noted

above.

As

a

result,

certain

disclosures

are

required

under

the

EU

Sustainable

Finance

Disclosure

Regulation

(“SFDR”).

The

Fund

has

not

been

categorized

under

the

SFDR

as

an

“Article

8”

or

“Article

9”

product.

In

addition,

the

Fund’s

investment

strategy

does

not

take

into

account

the

criteria

for

environmentally

sustainable

economic

activities

under

the

EU

sustainable

investment

taxonomy

regulation

or

principal

adverse

impacts

(“PAIs”)

on

sustainability

factors

under

the

SFDR.

PAIs

are

identified

under

the

SFDR

as

the

material

impacts

of

investment

decisions

on

sustainability

factors

relating

to

environmental,

social

and

employee

matters,

respect

for

human

rights,

and

anti-corruption

and

anti-bribery

matters.

Director

and

Officer

Information

(unaudited)

34

2023

iShares

Annual

Report

to

Shareholders

The

Board

of

Directors

has

responsibility

for

the

overall

management

and

operations

of

the

Funds,

including

general

supervision

of

the

duties

performed

by

BFA

and

other

service

providers.

Each Director

serves

until

he

or

she

resigns,

is

removed,

dies,

retires

or

becomes

incapacitated.

Each

officer

shall

hold

office

until

his

or

her

successor

is

elected

and

qualifies

or

until

his

or

her

death,

resignation

or

removal. Directors

who

are

not

“interested

persons”

(as

defined

in

the

1940

Act)

of

the Company

are

referred

to

as

independent directors

(“Independent

Directors”).

The

registered

investment

companies

advised

by

BFA

or

its

affiliates

(the

“BlackRock-advised

Funds”)

are

organized

into

one

complex

of

open-end

equity,

multi-asset,

index

and

money

market

funds

and

ETFs

(the

“BlackRock

Multi-Asset

Complex”),

one

complex

of

closed-end

funds

and

open-end

non-index

fixed-income

funds

(including

ETFs)

(the

“BlackRock

Fixed-Income

Complex”)

and

one

complex

of

ETFs

(“Exchange-Traded

Fund

Complex”)

(each,

a

“BlackRock

Fund

Complex”).

Each

Fund

is

included

in

the

Exchange-Traded

Fund

Complex.

Each Director

also

serves

as

a Trustee

of

iShares

Trust

and

a

Trustee

of

iShares

U.S.

ETF

Trust

and,

as

a

result,

oversees

all

of

the

funds

within

the

Exchange-Traded

Fund

Complex,

which

consists

of

387

funds

as

of

August

31,

2023.

With

the

exception

of

Robert

S.

Kapito,

Salim

Ramji

and

Aaron

Wasserman,

the

address

of

each Director

and

officer

is

c/o

BlackRock,

Inc.,

400

Howard

Street,

San

Francisco,

CA

94105.

The

address

of

Mr.

Kapito,

Mr.

Ramji

and

Mr.

Wasserman

is

c/o

BlackRock,

Inc.,

50

Hudson

Yards,

New

York,

NY

10001.

The

Board

has

designated

John

E.

Kerrigan

as

its

Independent

Board

Chair.

Additional

information

about

the

Funds’ Directors

and

officers

may

be

found

in

the

Funds’

combined

Statement

of

Additional

Information,

which

is

available

without

charge,

upon

request,

by

calling

toll-free

1-800-iShares

(1-800-474-2737).

Interested

Directors

(a)

Robert

S.

Kapito

is

deemed

to

be

an

“interested

person”

(as

defined

in

the

1940

Act)

of

the

Company

due

to

his

affiliations

with

BlackRock,

Inc.

and

its

affiliates.

(b)

Salim

Ramji

is

deemed

to

be

an

“interested

person”

(as

defined

in

the

1940

Act)

of

the

Company

due

to

his

affiliations

with

BlackRock,

Inc.

and

its

affiliates.

Independent

Directors

Name

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Director

Robert

S.

Kapito

(a)

(1957)

Director

(since

2009).

President,

BlackRock,

Inc.

(since

2006);

Vice

Chairman

of

BlackRock,

Inc.

and

Head

of

BlackRock’s

Portfolio

Management

Group

(since

its

formation

in

1998)

and

BlackRock,

Inc.’s

predecessor

entities

(since

1988);

Trustee,

University

of

Pennsylvania

(since

2009);

President

of

Board

of

Directors,

Hope

&

Heroes

Children’s

Cancer

Fund

(since

2002).

Director

of

BlackRock,

Inc.

(since

2006);

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011);

Trustee

of

iShares

Trust

(since

2009)

Salim

Ramji

(b)

(1970)

Director

(since

2019).

Senior

Managing

Director,

BlackRock,

Inc.

(since

2014);

Global

Head

of

BlackRock’s

ETF

and

Index

Investments

Business

(since

2019);

Head

of

BlackRock’s

U.S.

Wealth

Advisory

Business

(2015-2019);

Global

Head

of

Corporate

Strategy,

BlackRock,

Inc.

(2014-2015);

Senior

Partner,

McKinsey

&

Company

(2010-2014).

Trustee

of

iShares

U.S.

ETF

Trust

(since

2019);

Trustee

of

iShares

Trust

(since

2019).

Name

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Director

John

E.

Kerrigan

(1955)

Director

(since

2005);

Independent

Board

Chair

(since

2022).

Chief

Investment

Officer,

Santa

Clara

University

(since

2002).

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011);

Trustee

of

iShares

Trust

(since

2005);

Independent

Board

Chair

of

iShares

Trust

and

iShares

U.S.

ETF

Trust

(since

2022).

Jane

D.

Carlin

(1956)

Director

(since

2015);

Risk

Committee

Chair

(since

2016).

Consultant

(since

2012);

Member

of

the

Audit

Committee

(2012-2018),

Chair

of

the

Nominating

and

Governance

Committee

(2017-2018)

and

Director

of

PHH

Corporation

(mortgage

solutions)

(2012-2018);

Managing

Director

and

Global

Head

of

Financial

Holding

Company

Governance

&

Assurance

and

the

Global

Head

of

Operational

Risk

Management

of

Morgan

Stanley

(2006-2012).

Trustee

of

iShares

U.S.

ETF

Trust

(since

2015);

Trustee

of

iShares

Trust

(since

2015);

Member

of

the

Audit

Committee

(since

2016),

Chair

of

the

Audit

Committee

(since

2020)

and

Director

of

The

Hanover

Insurance

Group,

Inc.

(since

2016).

Richard

L.

Fagnani

(1954)

Director

(since

2017);

Audit

Committee

Chair

(since

2019).

Partner,

KPMG

LLP

(2002-2016);

Director

of

One

Generation

Away

(since

2021).

Trustee

of

iShares

U.S.

ETF

Trust

(since

2017);

Trustee

of

iShares

Trust

(since

2017).

Cecilia

H.

Herbert

(1949)

Director

(since

2005);

Nominating

and

Governance

and

Equity

Plus

Committee

Chairs

(since

2022).

Chair

of

the

Finance

Committee

(since

2019)

and

Trustee

and

Member

of

the

Finance,

Audit

and

Quality

Committees

of

Stanford

Health

Care

(since

2016);

Trustee

of

WNET,

New

York’s

public

media

company

(since

2011)

and

Member

of

the

Audit

Committee

(since

2018),

Investment

Committee

(since

2011)

and

Personnel

Committee

(since

2022);

Member

of

the

Wyoming

State

Investment

Funds

Committee

(since

2022);

Director

of

the

Jackson

Hole

Center

for

the

Arts

(since

2021);

Trustee

of

Forward

Funds

(14

portfolios)

(2009-2018);

Trustee

of

Salient

MF

Trust

(4

portfolios)

(2015-2018).

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011);

Trustee

of

iShares

Trust

(since

2005).

Drew

E.

Lawton

(1959)

Director

(since

2017);

15(c)

Committee

Chair

(since

2017).

Senior

Managing

Director

of

New

York

Life

Insurance

Company

(2010-2015).

Trustee

of

iShares

U.S.

ETF

Trust

(since

2017);

Trustee

of

iShares

Trust

(since

2017);

Director

of

Jackson

Financial

Inc.

(since

2021).

Director

and

Officer

Information

(unaudited)

(

continued)

35

Director

and

Officer

Information

Officers

Name

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Other

Directorships

Held

by

Director

John

E.

Martinez

(1961)

Director

(since

2003);

Securities

Lending

Committee

Chair

(since

2019).

Director

of

Real

Estate

Equity

Exchange,

Inc.

(since

2005);

Director

of

Cloudera

Foundation

(2017-2020);

and

Director

of

Reading

Partners

(2012-2016).

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011);

Trustee

of

iShares

Trust

(since

2003).

Madhav

V.

Rajan

(1964)

Director

(since

2011);

Fixed

Income

Plus

Committee

Chair

(since

2019).

Dean,

and

George

Pratt

Shultz

Professor

of

Accounting,

University

of

Chicago

Booth

School

of

Business

(since

2017);

Advisory

Board

Member

(since

2016)

and

Director

(since

2020)

of

C.M.

Capital

Corporation;

Chair

of

the

Board

for

the

Center

for

Research

in

Security

Prices,

LLC

(since

2020);

Robert

K.

Jaedicke

Professor

of

Accounting,

Stanford

University

Graduate

School

of

Business

(2001-2017);

Professor

of

Law

(by

courtesy),

Stanford

Law

School

(2005-2017);

Senior

Associate

Dean

for

Academic

Affairs

and

Head

of

MBA

Program,

Stanford

University

Graduate

School

of

Business

(2010-2016).

Trustee

of

iShares

U.S.

ETF

Trust

(since

2011);

Trustee

of

iShares

Trust

(since

2011).

Name

(Year

of

Birth)

Position(s)

Principal

Occupation(s)

During

Past

5

Years

Dominik

Rohé

(1973)

President

(since

2023).

Managing

Director,

BlackRock,

Inc.

(since

2005);

Head

of

Americas

ETF

and

Index

Investments

(since

2023);

Head

of

Latin

America

(2019-2023).

Trent

Walker

(1974)

Treasurer

and

Chief

Financial

Officer

(since

2020).

Managing

Director,

BlackRock,

Inc.

(since

September

2019);

Chief

Financial

Officer

of

iShares

Delaware

Trust

Sponsor

LLC,

BlackRock

Funds,

BlackRock

Funds

II,

BlackRock

Funds

IV,

BlackRock

Funds

V

and

BlackRock

Funds

VI

(since

2021);

Executive

Vice

President

of

PIMCO

(2016-2019);

Senior

Vice

President

of

PIMCO

(2008-2015);

Treasurer

(2013-2019)

and

Assistant

Treasurer

(2007-2017)

of

PIMCO

Funds,

PIMCO

Variable

Insurance

Trust,

PIMCO

ETF

Trust,

PIMCO

Equity

Series,

PIMCO

Equity

Series

VIT,

PIMCO

Managed

Accounts

Trust,

2

PIMCO-sponsored

interval

funds

and

21

PIMCO-sponsored

closed-end

funds.

Aaron

Wasserman

(1974)

Chief

Compliance

Officer

(since

2023).

Managing

Director

of

BlackRock,

Inc.

(since

2018);

Chief

Compliance

Officer

of

the

BlackRock

Multi-Asset

Complex,

the

BlackRock

Fixed-Income

Complex

and

the

Exchange-Traded

Fund

Complex

(since

2023);

Deputy

Chief

Compliance

Officer

for

the

BlackRock

Multi-Asset

Complex,

the

BlackRock

Fixed-Income

Complex

and

the

Exchange-Traded

Funds

Complex

(2014-2023).

Marisa

Rolland

(1980)

Secretary

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2023);

Director,

BlackRock,

Inc.

(2018-2022);

Vice

President,

BlackRock,

Inc.

(2010-2017).

Rachel

Aguirre

(1982)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2018);

Director,

BlackRock,

Inc.

(2009-2018);

Head

of

U.S.

iShares

Product

(since

2022);

Head

of

EII

U.S.

Product

Engineering

(since

2021);

Co-Head

of

EII’s

Americas

Portfolio

Engineering

(2020-2021);

Head

of

Developed

Markets

Portfolio

Engineering

(2016-2019).

Jennifer

Hsui

(1976)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2009);

Co-Head

of

Index

Equity

(since

2022).

James

Mauro

(1970)

Executive

Vice

President

(since

2022).

Managing

Director,

BlackRock,

Inc.

(since

2010);

Head

of

Fixed

Income

Index

Investments

in

the

Americas

and

Head

of

San

Francisco

Core

Portfolio

Management

(since

2020).

Effective

March

30,

2023,

Dominik

Rohé

replaced

Armando

Senra

as

President.

Effective

July

1,

2023,

Aaron

Wasserman

replaced

Charles

Park

as

Chief

Compliance

Officer.

Independent

Directors

(

continued

)

General

Information

36

2023

iShares

Annual

Report

to

Shareholders

Electronic

Delivery

Shareholders

can

sign

up

for

e-mail

notifications

announcing

that

the

shareholder

report

or

prospectus

has

been

posted

on

the

iShares

website

at

iShares.com

.

Once

you

have

enrolled,

you

will

no

longer

receive

prospectuses

and

shareholder

reports

in

the

mail.

To

enroll

in

electronic

delivery:

Go

to

icsdelivery.com

.

If

your

brokerage

firm

is

not

listed,

electronic

delivery

may

not

be

available.

Please

contact

your

broker-dealer

or

financial

advisor.

Householding

Householding

is

an

option

available

to

certain

fund

investors.

Householding

is

a

method

of

delivery,

based

on

the

preference

of

the

individual

investor,

in

which

a

single

copy

of

certain

shareholder

documents

and

Rule

30e-3

notices

can

be

delivered

to

investors

who

share

the

same

address,

even

if

their

accounts

are

registered

under

different

names.

Please

contact

your

broker-dealer

if

you

are

interested

in

enrolling

in

householding

and

receiving

a

single

copy

of

prospectuses

and

other

shareholder

documents,

or

if

you

are

currently

enrolled

in

householding

and

wish

to

change

your

householding

status.

Availability

of

Quarterly

Schedule

of

Investments

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

its

reports

on

Form

N-PORT.

The

Fund’s

Form

N-PORT

are

available

on

the

SEC’s

website

at

sec.gov

.

Additionally,

the

Fund

makes

its

portfolio

holdings

for

the

first

and

third

quarters

of

each

fiscal

year

available

at

iShares.com/fundreports

.

Availability

of

Proxy

Voting

Policies

and

Proxy

Voting

Records

A

description

of

the

policies

and

procedures

that

the

iShares

Funds

use

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

and

information

about

how

the

iShares

Funds

voted

proxies

relating

to

portfolio

securities

during

the

most

recent

twelve-month

period

ending

June

30

is

available

without

charge,

upon

request

(1)

by

calling

toll-free

1-800-474-2737;

(2)

on

the

iShares

website

at

iShares.com

;

and

(3)

on

the

SEC

website

at

sec.gov

.

A

description

of

the

Company’s

policies

and

procedures

with

respect

to

the

disclosure

of

the

Fund’s

portfolio

securities

is

available

in

the

Fund

Prospectus.

The

Fund

discloses

its

portfolio

holdings

daily

and

provides

information

regarding

its

top

holdings

in

Fund

fact

sheets

at

iShares.com

.

Glossary

of

Terms

Used

in

this

Report

37

Glossary

of

Terms

Used

in

this

Report

Portfolio

Abbreviation

NVS

Non-Voting

Shares

iS-AR-823-0823

Want

to

know

more?

iShares.com

|

1-800-474-2737

This

report

is

intended

for

the

Fund’s

shareholders.

It

may

not

be

distributed

to

prospective

investors

unless

it

is

preceded

or

accompanied

by

the

current

prospectus.

Investing

involves

risk,

including

possible

loss

of

principal.

The

iShares

Funds

are

distributed

by

BlackRock

Investments,

LLC

(together

with

its

affiliates,

“BlackRock”).

The

iShares

Funds

are

not

sponsored,

endorsed,

issued,

sold

or

promoted

by

MSCI

Inc.,

nor

does

this

company

make

any

representation

regarding

the

advisability

of

investing

in

the

iShares

Funds.

BlackRock

is

not

affiliated

with

the

company

listed

above.

©2023

BlackRock,

Inc.

All

rights

reserved.

iSHARES

and

BLACKROCK

are

registered

trademarks

of

BlackRock,

Inc.

or

its

subsidiaries.

All

other

marks

are

the

property

of

their

respective

owners.

(b) Not Applicable

Item 2.   Code of Ethics.

The registrant

has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. During the period covered by this report, the registrant has not amended the code of ethics and there have been no waivers granted under the code of ethics.

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

Item 3.   Audit Committee Financial Expert.

The registrant’s Board of 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 Richard L. Fagnani and Madhav V. Rajan, all of whom are independent, as that term is defined under Item 3(a)(2).

Item 4.   Principal Accountant Fees and Services.

The principal accountant fees disclosed in items 4(a), 4(b), 4(c), 4(d) and 4(g) are for the one series of the registrant for which the fiscal year-end is August 31, 2023 (the “Funds”), and whose annual financial statements are reported in Item 1.

(a)

Audit Fees

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

August 31, 2022

and $13,300 for the fiscal year ended August 31, 2023.

(b)

Audit-Related Fees

– There were no fees billed for the fiscal years end

ed August 31, 2022

and August 31, 2023 for assurance and related services by the principal accountant that were reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under (a) of this Item.

(c)

Tax Fees

– The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning for the Funds were $9,700 for the fiscal year ended

August 31, 2022

and $9,700 for the fiscal year ended August 31, 2023. These services related to the review of the Funds’ tax returns and excise tax calculations.

(d)

All Other Fees

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

ed August 31, 2022 and August 31, 2023

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

(e)

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

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

(f)

Not Applicable

(g)

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

August 31, 2022

and $9,700 for the fiscal year ended August 31, 2023.

(h)

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

(i)

Not Applicable

(j)

Not Applicable

Item 5.   Audit Committee of Listed Registrants.

(a)

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

(b)     Not applicable.

Item 6.   Investments.

(a)

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

(b)

Not applicable.

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

                Not applicable to the registrant.

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

Not applicable to the registrant.

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

                Not applicable to the registrant.

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

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

Item 11. Controls and Procedures.

(a) The President (the registrant’s Principal Executive Officer) and Treasurer and Chief Financial Officer (the registrant’s Principal Financial Officer) have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) are effective as of a date within 90 days of the filing date of this report, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the Investment Company Act of 1940 and Rules 13a-15(b) or 15d-15(b) under the Exchange Act of 1934.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to the registrant.

Item 13. Exhibits.

(a) (1) Code of Ethics is not filed as an exhibit; please refer to Item 2.

(a) (2) Section 302 Certifications are attached.

      (a) (3) Any written solicitation to purchase securities under Rule 23c-1 – Not Applicable.

(a) (4) Change in Registrant’s independent public accountant – Not Applicable.

(b) Section 906 Certifications are attached.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
iShares Inc.
By: /s/ Dominik Rohe
Dominik Rohe, President (Principal Executive Officer)
Date:	October 23, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Dominik Rohe
Dominik Rohe, President (Principal Executive Officer)
Date:		October 23, 2023
By: /s/ Trent Walker
Trent Walker, Treasurer and Chief Financial Officer (Principal Financial Officer)
Date:		October 23, 2023