EX-99 2 audlett.txt Report of Independent Registered Public Accounting Firm To the Board of Trustees and Shareholders of iShares Trust In planning and performing our audits of the financial statements of the funds of iShares Trust, as listed in the attached Appendix A, (hereafter referred to as the "Funds") as of and for the period ended March 31, 2017, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Funds' internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinions on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Funds' internal control over financial reporting. The management of the Funds is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A fund's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A fund's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Fund are being made only in accordance with authorizations of management and trustees of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a Fund's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Funds' annual or interim financial statements will not be prevented or detected on a timely basis. Our consideration of the Funds' internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Funds' internal control over financial reporting and their operation, including controls over safeguarding securities, that we consider to be material weaknesses as defined above as of March 31, 2017. This report is intended solely for the information and use of management and the Board of Trustees of the Funds and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties. /s/PricewaterhouseCoopers LLP San Francisco, California May 23, 2017 Appendix A iShares Trust iShares iBonds Sep 2017 Term Muni Bond ETF iShares iBonds Sep 2018 Term Muni Bond ETF iShares iBonds Sep 2019 Term Muni Bond ETF iShares iBonds Sep 2020 Term Muni Bond ETF iShares S&P 100 ETF iShares S&P 500 Growth ETF iShares S&P 500 Value ETF iShares S&P Mid-Cap 400 Growth ETF iShares S&P Mid-Cap 400 Value ETF iShares S&P Small-Cap 600 Growth ETF iShares S&P Small-Cap 600 Value ETF iShares International Preferred Stock ETF iShares U.S. Preferred Stock ETF iShares Core S&P 500 ETF iShares Core S&P Mid-Cap ETF iShares Core S&P Small-Cap ETF iShares Core S&P Total U.S. Stock Market ETF iShares Core S&P U.S. Growth ETF iShares Core S&P U.S. Value ETF iShares Global 100 ETF iShares Global Clean Energy ETF iShares Global Infrastructure ETF iShares Global Timber & Forestry ETF iShares Global Consumer Discretionary ETF iShares Global Consumer Staples ETF iShares Global Energy ETF iShares Global Financials ETF iShares Global Healthcare ETF iShares Global Industrials ETF iShares Global Materials ETF iShares Global Tech ETF iShares Global Telecom ETF iShares Global Utilities ETF iShares Asia 50 ETF iShares Emerging Markets Infrastructure ETF iShares Europe ETF iShares International Developed Property ETF iShares International Dividend Growth ETF iShares Latin America 40 ETF iShares Currency Hedged JPX- Nikkei 400 ETF iShares JPX- Nikkei 400 ETF iShares India 50 ETF iShares Russell Top 200 ETF iShares Russell Top 200 Growth ETF iShares Russell Top 200 Value ETF iShares Russell 1000 ETF iShares Russell 1000 Growth ETF iShares Russell 1000 Value ETF iShares Russell 2000 ETF iShares Russell 2000 Growth ETF iShares Russell 2000 Value ETF iShares Micro- Cap ETF iShares Russell 3000 ETF iShares Russell Mid-Cap ETF iShares Russell Mid-Cap Growth ETF iShares Russell Mid-Cap Value ETF iShares U.S. Aerospace & Defense ETF iShares U.S. Broker-Dealers & Securities Exchanges ETF iShares U.S. Healthcare Providers ETF iShares U.S. Home Construction ETF iShares U.S. Insurance ETF iShares U.S. Medical Devices ETF iShares U.S. Oil & Gas Exploration & Production ETF iShares U.S. Oil Equipment & Services ETF iShares U.S. Pharmaceuticals ETF iShares U.S. Real Estate ETF iShares U.S. Regional Banks ETF iShares U.S. Telecommunicat ions ETF iShares Mortgage Real Estate Capped ETF iShares Residential Real Estate Capped ETF iShares Nasdaq Biotechnology ETF iShares North American Natural Resources ETF iShares North American Tech ETF iShares North American Tech- Multimedia Networking ETF iShares North American Tech- Software ETF iShares PHLX Semiconductor ETF 2 of 2 3 of 4