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Information Classification: Limited Access

		APRIL 30, 2020

iShares Trust

Table of Contents

Market Overview

iShares Trust

Domestic Market Overview

U.S. stocks declined for the 12 months ended April 30, 2020 (“reporting period”), when the Russell 3000 Index, a broad measure of U.S. equity market performance, returned -1.04%. The coronavirus pandemic was the defining event of the reporting period, dividing it into two distinct parts. Prior to the outbreak, equities posted solid returns on the strength of an economy that set records for the most consecutive months of both economic and job growth. However, as the extent of the coronavirus outbreak became apparent in February 2020, and restrictions on travel and work disrupted the economic activity of countries worldwide, U.S. equity prices declined sharply. A time of high volatility and uncertainty followed, as investors struggled to project the length of the disruption and its ultimate economic impact. In the final month of the reporting period, however, volatility declined significantly as equity prices increased, leading to cautious optimism from some analysts and investors.

As state and local governments issued shelter-in-place orders and other restrictions on public gatherings and nonessential work, whole portions of the U.S. economy shut down. While some states planned for phased re-openings near the end of the reporting period, economic activity remained well below pre-outbreak levels. Businesses associated with travel and leisure were particularly affected, as air traffic declined, and conferences and events were postponed. Similarly, industries that depend on a physical presence, such as restaurants and nonessential retail, were closed in many areas of the country, leading to mass layoffs. Unemployment, which was hovering around a 50-year low, increased dramatically as more than 30 million workers filed unemployment claims in the six weeks beginning mid-March 2020. Markets were further roiled by a sudden decline in oil prices, which touched a 21-year low, reflecting sharply lower demand and a dispute between Russia and Saudi Arabia over oil production.

In response to the crisis, the federal government enacted a U.S. $1.8 trillion stimulus program designed to stabilize affected industries, make loans to small businesses, and provide direct cash payments to individuals. Equity markets reacted positively to the stimulus package but remained below previous highs. In April 2020, a further U.S. $484 billion of aid for small businesses and hospitals was added, reassuring markets that the government stood ready to provide additional fiscal stimulus.

The U.S. Federal Reserve Bank (“Fed”), which had already lowered interest rates three times in 2019 to boost a slowing economy, also responded to the crisis. In March 2020, the Fed enacted two emergency interest rate reductions to restore confidence in markets, bringing short-term interest rates down to a range of 0.00% – 0.25%.The Fed further acted to stabilize credit markets by launching a bond-buying program that included U.S. Treasuries, corporate and municipal bonds, and securities backed by mortgages and auto loans.

While many equities posted negative returns for the reporting period, market conditions weighed on some classes of stock to a greater degree than others. Smaller-capitalization stocks typically struggled more than larger-capitalization stocks, as the economic downturn magnified investors’ concerns about the generally weaker balance sheets and profitability of smaller companies. Larger companies were also seen as more likely to benefit from the stimulus package. Stocks with a value focus declined more steeply than growth stocks, as value stocks were disproportionately affected by lower oil prices and declining interest rates.

Investment Objective

The iShares Dow Jones U.S. ETF (the “Fund”) seeks to track the investment results of a broad-based index composed of U.S. equities, as represented by the Dow Jones U.S. Index^TM (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.

GROWTH OF $10,000 INVESTMENT

(AT NET ASSET VALUE)

Past performance is no guarantee of future results. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or on the redemption or sale of fund shares. See “About Fund Performance” on page 16 for more information.

Portfolio Management Commentary

U.S. stocks posted a slightly negative return for the reporting period, as a late rally largely mitigated earlier coronavirus-related losses. The financials sector detracted the most from Index’s return. Banks declined following the Fed’s interest rate reductions, since bank profitability typically depends on the interest they charge for loans. Sharply lower oil prices weighed on banks with substantial exposure to the energy sector. Diversified financial services conglomerates struggled due to subsidiary shutdowns during the pandemic, while the insurance industry weakened amid lower bond yields and higher expected claims.

The energy and industrials sectors also detracted meaningfully from performance. A disagreement between Saudi Arabia and Russia raised expectations for a large increase in oil production. Meanwhile, the coronavirus outbreak precipitated a steep drop in demand for energy. In this environment, oil prices declined to historic lows and led the oil, gas, and consumable fuels industry to detract notably. Within industrials, the capital goods industry declined, led by aerospace and defense stocks, as sharply lower global air traffic amid travel restrictions curtailed new aircraft orders.

On the upside, the information technology sector contributed to the Index’s return. Software stocks advanced as more people began working remotely during the pandemic, which increased demand for cloud-based services and online platforms that facilitate collaboration and communication. Technology hardware and equipment companies gained amid increasing sales of wearable technology like smart watches and headphones, and higher revenues from gaming and streaming video. In the healthcare sector, the biotechnology and pharmaceuticals industries benefited from optimism about research to develop vaccines and treatments for the coronavirus. The healthcare equipment and services industry also contributed. Managed healthcare companies benefited amid higher enrollments, while strong demand for medical devices that diagnose and treat coronavirus-related complications bolstered healthcare equipment makers.

Investment Objective

The iShares Transportation Average ETF (the “Fund”) seeks to track the investment results of an index composed of U.S. equities in the transportation sector, as represented by the Dow Jones Transportation Average Index^TM (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.

GROWTH OF $10,000 INVESTMENT

(AT NET ASSET VALUE)

Past performance is no guarantee of future results. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or on the redemption or sale of fund shares. See “About Fund Performance” on page 16 for more information.

Portfolio Management Commentary

U.S. transportation stocks declined sharply during the reporting period, as the coronavirus outbreak and efforts to contain the pandemic impacted business, manufacturing, and consumer activity. The disruption followed months of muted returns amid concerns about trade tensions and slowing global growth, as well as a weak freight market.

Airlines stocks detracted the most from the Index’s return. Prior to the emergence of the coronavirus, airlines faced headwinds including declining cargo revenues, weak freight demand, and the grounding of a widely used jet model. Then as the pandemic spread, government restrictions led to sharp declines in travel, leaving airlines with significantly reduced cash flows. Despite government aid to the airlines industry, concerns about potential losses, rising debt, and additional share issuance weighed on investor sentiment.

The coronavirus similarly impacted road and rail companies, which detracted significantly from the Index’s performance, as demand for cargo transport declined sharply across the railroads and trucking industries. With consumers in lockdowns and uncertainty surrounding the length of the pandemic’s impact, concerns mounted about future earnings. Weakening commodities shipments, especially coal, and reduced shipments of motor vehicles and industrial products weighed on railroads stocks, pushing year-over-year carload growth to multidecade lows. Slowing trade from China limited intermodal transport, which combines more than one form of carrier, such as trains, trucks, or ships. Trucking freight volumes, utilization, and pricing — which were under pressure before the pandemic — all declined sharply.

Air freight and logistics stocks were also notable detractors from the Index’s return. While home shopping by consumers grew and drove delivery company revenues, those packages are less efficient for drivers and often discounted for large shippers. A decrease in higher-margin shipments to businesses pressured profitability, while uncertainty drove companies to suspend earnings forecasts.

Investment Objective

The iShares U.S. Energy ETF (the “Fund”) seeks to track the investment results of an index composed of U.S. equities in the energy sector, as represented by the Dow Jones U.S. Oil & Gas Index^TM (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.

GROWTH OF $10,000 INVESTMENT

(AT NET ASSET VALUE)

Portfolio Management Commentary

U.S. energy stocks posted sharply negative returns during the reporting period as the price of oil declined by approximately 70%. Oil prices fluctuated throughout 2019 but remained low despite decreased production by the Organization of the Petroleum Exporting Countries (“OPEC”) and reduced capacity due to geopolitical tensions in the Middle East. Meanwhile, demand for oil slumped amid lower global growth expectations due to a trade dispute between the U.S. and China, the world’s top oil consumers.

In early 2020 energy markets experienced twin supply and demand shocks that drove down the price of oil to nearly $12 per barrel, a 21-year low. A disagreement between the world’s second- and third-largest oil producers, Saudi Arabia and Russia, raised expectations for increased oil production. On the demand side, the global spread of the coronavirus led to an economic downturn as businesses closed, consumers stayed home, and airlines canceled flights. Sharply lower demand meant that production of oil exceeded capacity of storage facilities, which led some West Texas Intermediate futures contracts to briefly reach negative prices in April 2020.

Integrated oil and gas companies were the Index’s primary detractors. The industry, which relies heavily on borrowing, struggled amid concerns about credit downgrades and defaults. Companies reduced capital spending and considered suspending dividends and stock buyback programs.

Oil and gas exploration and production companies scaled back drilling operations and lowered production estimates as oil declined well below standard profitability targets. Sharply lower revenues heightened bankruptcy concerns and prompted the government to consider supporting the industry. Oil and gas equipment and services companies, whose revenues come from spending by oil producers and refiners, were also notable detractors amid sharply lower expectations for drilling services demand.

Investment Objective

The iShares U.S. Healthcare ETF (the “Fund”) seeks to track the investment results of an index composed of U.S. equities in the healthcare sector, as represented by the Dow Jones U.S. Health Care Index^TM (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.

GROWTH OF $10,000 INVESTMENT

(AT NET ASSET VALUE)

Portfolio Management Commentary

U.S. healthcare stocks advanced during the reporting period, supported by the secular trends of an aging population and the associated rising demand for healthcare goods and services. Although a sharp market decline due to economic uncertainty surrounding the coronavirus outbreak largely reversed earlier gains, healthcare stocks recovered at the end of the reporting period amid improving investor sentiment surrounding anticipated development of coronavirus treatments.

Biotechnology stocks were the leading contributors to the Index’s return. The industry advanced throughout most of the reporting period, driven by ongoing innovations in gene-based therapies, a favorable regulatory environment, clinical successes, and merger and acquisition activity. At the end of the reporting period, biotechnology stocks focusing on treatments and vaccines for the coronavirus posted strong gains. Similarly, pharmaceuticals companies conducting trials using new and existing drugs in the treatment of coronavirus and those developing vaccines contributed meaningfully.

Healthcare providers and services stocks were also meaningful contributors. Managed healthcare companies were a primary driver of the industry’s performance, gaining amid higher enrollments in Medicare Advantage plans. Merger and acquisition activity also bolstered the industry’s returns, as consolidation was expected to significantly reduce expenses. Investor sentiment surrounding the industry’s prospects improved further at the end of the reporting period after the exit from the presidential race of candidates favoring universal government-sponsored healthcare coverage.

Healthcare equipment makers also contributed, benefiting from faster approval cycles due to technological advances and increased spending on research and development. In addition, the permanent repeal of a medical device tax benefited the industry. Device makers were also helped by strong demand for medical devices to treat and diagnose coronavirus-related complications. Diagnostic testing developers advanced as demand for coronavirus tests increased sharply and ventilator manufacturers ramped up production dramatically to fulfill orders.

Investment Objective

The iShares U.S. Technology ETF (the “Fund”) seeks to track the investment results of an index composed of U.S. equities in the technology sector, as represented by the Dow Jones U.S. Technology Capped (TR) Index^TM (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.

GROWTH OF $10,000 INVESTMENT

(AT NET ASSET VALUE)

Past performance is no guarantee of future results. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or on the redemption or sale of fund shares. See “About Fund Performance” on page 16 for more information.

Portfolio Management Commentary

U.S. information technology stocks advanced substantially for the reporting period. Continued growth in cloud computing services for businesses, reduced trade tensions between the U.S. and China, the rollout of 5G networks, and the expansion of services available for mobile devices helped to power the sector’s growth. Technology companies showed resilience as the coronavirus pandemic spread. Expected gains from increased online activity due to stay-at-home orders helped offset declines from the broad market selloff.

The software industry contributed the most to the Index’s return. Increasing demand for cloud computing as well as productivity software suite subscriptions, particularly from commercial customers, drove a sharp rise in revenue and profits. As the outbreak spread throughout the U.S., revenue expectations were revised lower, as consumers shifted from discretionary purchases to essential products. Concerns about delayed corporate spending on cloud computing as well as hardware production postponements from China also tempered performance. Nevertheless, software stocks advanced strongly. As more people began working remotely, demand increased for cloud-based services and online platforms that facilitate collaboration and communication.

The technology hardware, storage and peripherals industry also contributed to the Index’s return. Before the coronavirus outbreak, the industry advanced sharply amid increasing sales of wearable technology like smart watches and headphones, and higher revenues from gaming and streaming video. However, the industry struggled toward the end of the reporting period as forced closures of factories and stores led to reduced supply and demand for these products.

The semiconductors and semiconductor equipment industry further bolstered the Index’s performance. Increased demand for chips used in data centers due to continued investment in artificial intelligence and anticipated demand for 5G-capable cellphones supported semiconductor manufacturers. New product launches and growth in gaming during lockdowns also benefited the industry.

Investment Objective

The iShares U.S. Utilities ETF (the “Fund”) seeks to track the investment results of an index composed of U.S. equities in the utilities sector, as represented by the Dow Jones U.S. Utilities Index^TM (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.

GROWTH OF $10,000 INVESTMENT

(AT NET ASSET VALUE)

Past performance is no guarantee of future results. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or on the redemption or sale of fund shares. See “About Fund Performance” on page 16 for more information.

Portfolio Management Commentary

Stocks of U.S. utilities companies declined modestly for the reporting period. Utilities companies performed well in 2019, supported by solid earnings. Declining interest rates benefited capital-intensive utilities, which rely heavily on borrowing, allowing them to refinance existing debt at lower interest rates. Although the sharp coronavirus-related market selloff reversed earlier gains, utilities stocks recovered somewhat at the end of the reporting period.

Multi-utilities stocks detracted the most from the Index’s return. Limited regulatory rate increases and lower expectations of future earnings constrained performance. Disagreements between Saudi Arabia and Russia about oil production limits led to steep oil price declines, which weighed on the industry due to its exposure to oil pipelines. Multi-utilities stocks also struggled amid concerns about customers’ ability to pay their bills during the pandemic. Nevertheless, the characteristic stability of this highly regulated industry with its significant barriers to new entrants helped limit declines. In addition, investors expected electricity demand to remain steady as increased residential use during lockdowns would help offset reductions in commercial consumption.

Gas utilities detracted from performance amid concerns that delayed infrastructure investment during the pandemic would slow revenue growth. Expectations of reduced commercial and industrial gas demand further constrained performance. Independent power and renewable electricity producers weighed on the Index’s return amid investor unease with their relatively high proportion of revenue from nonregulated businesses, such as third-party energy suppliers.

On the upside, electric utilities contributed to the Index’s return. The industry was bolstered by solid earnings driven by strength in renewable energy, as additional wind and solar power generation capacity came online. Investor concerns surrounding the economic impact of the pandemic also benefited electric utilities stocks, whose steady dividends mean that they typically hold their value relatively well during times of uncertainty.

About Fund Performance

Past performance is no guarantee 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. The price used to calculate market return (“Market Price”) is determined by 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.

Shareholder Expenses

As a shareholder of your Fund, you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of fund shares and (2) ongoing costs, including management fees and other fund expenses. The expense example, which is based on an investment of $1,000 invested at the beginning of the period (or from the commencement of operations if less than 6 months) and held through the end of the period, is intended to help you understand your ongoing costs (in dollars and cents) of investing in your Fund and to compare these costs with the ongoing costs of investing in other funds.

Actual Expenses — The table provides information about actual account values and actual expenses. Annualized expense ratios reflect contractual and voluntary fee waivers, if any. To estimate the expenses that you paid on your account over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During the Period.”

Hypothetical Example for Comparison Purposes — The table also provides information about hypothetical account values and hypothetical expenses based on your Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of fund shares. Therefore, the hypothetical examples are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.