LEGAL PROCEEDINGS

In re: Jensen, et al., v. iShares Trust, et al.,
CGC 16-552567

On June 16, 2016, investors in certain iShares
funds (iShares Core S&P Small-Cap ETF,
iShares Russell 1000 Growth ETF, iShares Core
S&P 500 ETF, iShares Russell Mid-Cap Growth
ETF, iShares Russell Mid-Cap ETF, iShares
Russell Mid-Cap Value ETF, iShares Select
Dividend ETF, iShares Morningstar Mid-Cap
ETF, iShares Morningstar Large-Cap ETF,
iShares U.S. Aerospace & Defense ETF and
iShares Preferred and Income Securities ETF)
filed a class action lawsuit against iShares Trust,
BlackRock, Inc. and certain of its advisory
affiliates, and certain directors/trustees and
officers of the Funds (collectively, "Defendants")
in California State Court. The lawsuit alleges the
Defendants violated federal securities laws by
failing to adequately disclose in the
prospectuses issued by the funds noted above
the risks of using stop-loss orders in the event of
a 'flash crash', such as the one that occurred on
May 6, 2010. On September 18, 2017, the court
issued a Statement of Decision holding that the
Plaintiffs lack standing to assert their claims. On
October 11, 2017, the court entered final
judgment dismissing all of the Plaintiffs' claims
with prejudice.  In an opinion dated January 23,
2020, the California Court of Appeal affirmed the
dismissal of Plaintiffs' claims. On March 3, 2020,
plaintiffs filed a petition for review by the
California Supreme Court.  On May 27, 2020,
the California Supreme Court denied Plaintiff's
petition for review. The case is now closed.

INTERNAL CONTROL RPT

Report of Independent Registered Public
Accounting Firm

To the Board of Trustees of iShares Trust and
Shareholders of
iShares 0-5 Year High Yield Corporate Bond ETF,
iShares 0-5 Year Investment Grade Corporate Bond ETF,
iShares 0-5 Year TIPS Bond ETF,
iShares 1-3 Year International Treasury Bond ETF,
iShares Aaa - A Rated Corporate Bond ETF,
iShares BB Rated Corporate Bond ETF, iShares Broad
USD High Yield Corporate Bond ETF,
iShares CMBS ETF, iShares Convertible Bond ETF,
iShares Core 1-5 Year USD Bond ETF,
iShares Core International Aggregate Bond ETF, iShares
Core Total USD Bond Market ETF,
iShares ESG Advanced High Yield Corporate Bond ETF,
iShares Fallen Angels USD Bond ETF,
iShares Floating Rate Bond ETF, iShares Global Green
Bond ETF, iShares GNMA Bond ETF,
iShares iBonds 2021 Term High Yield and Income ETF,
iShares iBonds 2022 Term High Yield and Income ETF,
iShares iBonds 2023 Term High Yield and Income ETF,
iShares iBonds 2024 Term High Yield and Income ETF,
iShares iBonds 2025 Term High Yield and Income ETF,
iShares iBonds Dec 2020 Term Corporate ETF, iShares
iBonds Dec 2021 Term Corporate ETF,
iShares iBonds Dec 2021 Term Muni Bond ETF, iShares
iBonds Dec 2022 Term Corporate ETF,
iShares iBonds Dec 2022 Term Muni Bond ETF, iShares
iBonds Dec 2023 Term Corporate ETF,
iShares iBonds Dec 2023 Term Muni Bond ETF, iShares
iBonds Dec 2024 Term Corporate ETF,
iShares iBonds Dec 2024 Term Muni Bond ETF, iShares
iBonds Dec 2025 Term Corporate ETF,
iShares iBonds Dec 2025 Term Muni Bond ETF, iShares
iBonds Dec 2026 Term Corporate ETF,
iShares iBonds Dec 2026 Term Muni Bond ETF, iShares
iBonds Dec 2027 Term Corporate ETF,
iShares iBonds Dec 2027 Term Muni Bond ETF, iShares
iBonds Dec 2028 Term Corporate ETF,
iShares iBonds Dec 2028 Term Muni Bond ETF, iShares
iBonds Dec 2029 Term Corporate ETF,
iShares iBonds Dec 2030 Term Corporate ETF, iShares
iBonds Dec 2021 Term Treasury ETF,
iShares iBonds Dec 2022 Term Treasury ETF, iShares
iBonds Dec 2023 Term Treasury ETF,
iShares iBonds Dec 2024 Term Treasury ETF, iShares
iBonds Dec 2025 Term Treasury ETF,
iShares iBonds Dec 2026 Term Treasury ETF, iShares
iBonds Dec 2027 Term Treasury ETF,
iShares iBonds Dec 2028 Term Treasury ETF, iShares
iBonds Dec 2029 Term Treasury ETF,
iShares iBonds Dec 2030 Term Treasury ETF, iShares
iBonds Mar 2023 Term Corporate ETF,
iShares iBonds Mar 2023 Term Corporate ex-Financials
ETF,
iShares International Treasury Bond ETF, iShares J.P.
Morgan USD Emerging Markets Bond ETF,
iShares TIPS Bond ETF, iShares Treasury Floating Rate
Bond ETF,
iShares U.S. Fixed Income Balanced Risk Factor ETF,
iShares U.S. Treasury Bond ETF and
iShares Yield Optimized Bond ETF

In planning and performing our audits of the financial
statements of the funds listed in Appendix A, (hereafter
referred to as the "Funds") as of and for the periods
ended October 31, 2020, in accordance with the
standards of the Public Company Accounting Oversight
Board (United States) (PCAOB), 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 opinion on the financial statements and to
comply with the requirements of Form N-CEN, 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 company'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 company'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 company; (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
company are being made only in accordance with
authorizations of management and directors of the
company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use or disposition of a company'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
company's 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 PCAOB.  However, we noted no
deficiencies in the Funds' internal control over financial
reporting and its operation, including controls over
safeguarding securities, that we consider to be material
weaknesses as defined above as of October 31, 2020.

This report is intended solely for the information and use
of the Board of Trustees of iShares Trust 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
Philadelphia, Pennsylvania
December 22, 2020







Appendix A

iShares Trust

iShares 0-5 Year TIPS Bond ETF
iShares 0-5 Year High Yield Corporate Bond ETF
iShares 0-5 Year Investment Grade Corporate Bond ETF
iShares 1-3 Year International Treasury Bond ETF
iShares Aaa - A Rated Corporate Bond ETF
iShares BB Rated Corporate Bond ETF ****
iShares Broad USD High Yield Corporate Bond ETF
iShares CMBS ETF
iShares Convertible Bond ETF
iShares Core 1-5 Year USD Bond ETF
iShares Core International Aggregate Bond ETF
iShares Core Total USD Bond Market ETF
iShares ESG Advanced High Yield Corporate Bond ETF
iShares Fallen Angels USD Bond ETF
iShares Floating Rate Bond ETF
iShares Global Green Bond ETF
iShares GNMA Bond ETF
iShares iBonds 2021 Term High Yield and Income ETF
iShares iBonds 2022 Term High Yield and Income ETF
iShares iBonds 2023 Term High Yield and Income ETF
iShares iBonds 2024 Term High Yield and Income ETF
iShares iBonds 2025 Term High Yield and Income ETF
iShares iBonds Dec 2020 Term Corporate ETF
iShares iBonds Dec 2021 Term Corporate ETF
iShares iBonds Dec 2021 Term Muni Bond ETF
iShares iBonds Dec 2022 Term Corporate ETF
iShares iBonds Dec 2022 Term Muni Bond ETF
iShares iBonds Dec 2023 Term Corporate ETF
iShares iBonds Dec 2023 Term Muni Bond ETF
iShares iBonds Dec 2024 Term Corporate ETF
iShares iBonds Dec 2024 Term Muni Bond ETF
iShares iBonds Dec 2025 Term Corporate ETF
iShares iBonds Dec 2025 Term Muni Bond ETF
iShares iBonds Dec 2026 Term Corporate ETF
iShares iBonds Dec 2026 Term Muni Bond ETF
iShares iBonds Dec 2027 Term Corporate ETF
iShares iBonds Dec 2027 Term Muni Bond ETF
iShares iBonds Dec 2028 Term Corporate ETF
iShares iBonds Dec 2028 Term Muni Bond ETF
iShares iBonds Dec 2029 Term Corporate ETF
iShares iBonds Dec 2030 Term Corporate ETF **
iShares iBonds Dec 2021 Term Treasury ETF *
iShares iBonds Dec 2022 Term Treasury ETF *
iShares iBonds Dec 2023 Term Treasury ETF *
iShares iBonds Dec 2024 Term Treasury ETF *
iShares iBonds Dec 2025 Term Treasury ETF *
iShares iBonds Dec 2026 Term Treasury ETF *
iShares iBonds Dec 2027 Term Treasury ETF *
iShares iBonds Dec 2028 Term Treasury ETF *
iShares iBonds Dec 2029 Term Treasury ETF *
iShares iBonds Dec 2030 Term Treasury ETF ***
iShares iBonds Mar 2023 Term Corporate ETF
iShares iBonds Mar 2023 Term Corporate ex-Financials
ETF
iShares International Treasury Bond ETF
iShares J.P. Morgan USD Emerging Markets Bond ETF
iShares TIPS Bond ETF
iShares Treasury Floating Rate Bond ETF
iShares U.S. Fixed Income Balanced Risk Factor ETF
iShares U.S. Treasury Bond ETF
iShares Yield Optimized Bond ETF

* February 25, 2020 (commencement of operations) to
October 31, 2020
** June 23, 2020 (commencement of operations) to
October 31, 2020
*** July 14, 2020 (commencement of operations) to
October 31, 2020
**** October 6, 2020 (commencement of operations) to
October 31, 2020




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