T.
ROWE
PRICE
Retirement
2015
Fund
February
29,
2024
(Unaudited)
1
Portfolio
of
Investments
(1)
(1)
$
Value
5/31/23
$
Purchase
Cost
$
Sales
Cost
Shares/Par
$
Value
2/29/24
(Cost
and
value
in
$000s)
BOND
MUTUAL
FUNDS
47.9%
T.
Rowe
Price
Funds:
New
Income
Fund
567,670
333,284
82,325
98,829,958
782,733
Limited
Duration
Inflation
Focused
Bond
Fund
510,302
291,723
71,643
155,345,900
713,038
International
Bond
Fund
(USD
Hedged)
205,172
93,047
35,227
32,358,679
271,813
Emerging
Markets
Bond
Fund
150,167
69,730
46,322
20,603,920
185,847
U.S.
Treasury
Long-Term
Index
Fund
146,311
81,273
25,565
24,475,421
183,321
Dynamic
Global
Bond
Fund
143,393
74,226
30,041
23,547,668
182,259
High
Yield
Fund
134,341
63,299
27,334
29,829,468
174,801
Dynamic
Credit
Fund
–
68,916
1,016
7,646,531
67,672
Floating
Rate
Fund
61,783
23,190
21,611
7,058,159
65,570
Total
Bond
Mutual
Funds
(Cost
$2,948,398)
2,627,054
EQUITY
MUTUAL
FUNDS
51.3%
T.
Rowe
Price
Funds:
Growth
Stock
Fund
342,713
96,947
123,559
4,105,924
396,139
Value
Fund
317,022
105,404
84,843
8,887,663
395,501
Hedged
Equity
Fund
–
252,564
3,461
24,694,368
281,022
U.S.
Large-Cap
Core
Fund
106,783
112,392
10,202
6,630,239
258,646
Equity
Index
500
Fund
206,830
39,385
19,687
1,884,966
253,132
Overseas
Stock
Fund
164,746
50,926
27,443
15,777,574
200,060
International
Value
Equity
Fund
138,954
46,023
25,461
10,893,108
176,359
International
Stock
Fund
135,754
45,746
20,853
8,822,668
171,160
Real
Assets
Fund
87,191
85,358
10,852
12,396,381
168,591
Mid-Cap
Growth
Fund
73,302
30,374
9,896
971,630
103,741
Mid-Cap
Value
Fund
70,677
28,553
16,262
2,824,271
92,495
Emerging
Markets
Discovery
Stock
Fund
61,538
25,073
19,717
5,430,609
71,304
Small-Cap
Stock
Fund
49,183
18,923
5,944
1,172,594
69,840
Emerging
Markets
Stock
Fund
51,478
20,421
8,990
1,744,714
59,599
Small-Cap
Value
Fund
42,765
16,384
6,922
1,099,240
56,985
New
Horizons
Fund (2)
31,347
11,890
2,852
758,025
45,330
U.S.
Equity
Research
Fund
74,393
4,165
65,645
349,921
17,597
Total
Equity
Mutual
Funds
(Cost
$1,970,815)
2,817,501
OTHER
MUTUAL
FUNDS
0.0%
T.
Rowe
Price
Funds:
Transition
Fund
609
118,486
118,541
5,398
537
Total
Other
Mutual
Funds
(Cost
$536)
537
T.
ROWE
PRICE
Retirement
2015
Fund
2
$
Value
5/31/23
$
Purchase
Cost
$
Sales
Cost
Shares/Par
$
Value
2/29/24
(Cost
and
value
in
$000s)
SHORT-TERM
INVESTMENTS
0.8%
Money
Market
Funds
0.7%
T.
Rowe
Price
U.S.
Treasury
Money
Fund,
5.40% (3)
126,936
259,424
345,469
40,891,261
40,891
U.S.
Treasury
Obligations
0.1%
U.S.
Treasury
Bills,
5.271%,
4/25/24 (4)
6,000,000
5,951
Total
Short-Term
Investments
(Cost
$46,843)
46,842
Total
Investments
in
Securities
100.0%
(Cost
$4,966,592)
$
5,491,934
Other
Assets
Less
Liabilities
(0.0)%
(2,484)
Net
Assets
100.0%
$
5,489,450
(1)
Each
underlying
Price
Fund
is
an
affiliated
company;
the
fund
is
invested
in
the Z
Class
of
each
underlying
Price
Fund,
except
for
the
Transition
Fund,
if
held,
which
is
a
single
class
fund.
Additional
information
about
each underlying
Price
Fund
is
available
by
calling
1-877-495-1138
and
at www.troweprice.com.
(2)
Non-income
producing
(3)
Seven-day
yield
(4)
At
February
29,
2024,
all
or
a
portion
of
this
security
is
pledged
as
collateral
and/
or
margin
deposit
to
cover
future
funding
obligations.
T.
ROWE
PRICE
Retirement
2015
Fund
3
FUTURES
CONTRACTS
($000s)
Expiration
Date
Notional
Amount
Value
and
Unrealized
Gain
(Loss)
Short,
285
S&P
500
E
-
Mini
Index
contracts
3/24
(72,728)
$
(2,656)
Net
payments
(receipts)
of
variation
margin
to
date
2,332
Variation
margin
receivable
(payable)
on
open
futures
contracts
$
(324)
T.
ROWE
PRICE
Retirement
2015
Fund
4
AFFILIATED
COMPANIES
($000s)
The
fund
may
invest
in
certain
securities
that
are
considered
affiliated
companies.
As
defined
by
the
1940
Act,
an
affiliated
company
is
one
in
which
the
fund
owns
5%
or
more
of
the
outstanding
voting
securities,
or
a
company
that
is
under
common
ownership
or
control.
The
following
securities
were
considered
affiliated
companies
for
all
or
some
portion
of
the
nine
months
ended
February
29,
2024.
Net
realized
gain
(loss),
investment
income,
and
change
in
net
unrealized
gain/loss
reflect
all
activity
for
the
period
then
ended.
Affiliate
Net
Realized
Gain
(Loss)
Change
in
Net
Unrealized
Gain/Loss
Investment
Income
T.
Rowe
Price
Funds:
Dynamic
Credit
Fund
$
(10)
$
(228)
$
1,201
Dynamic
Global
Bond
Fund
(3,423)
(5,319)
—
Emerging
Markets
Bond
Fund
(11,287)
12,272
6,949
Emerging
Markets
Discovery
Stock
Fund
(2,474)
4,410
2,038
Emerging
Markets
Stock
Fund
1,744
(3,310)
1,116
Equity
Index
500
Fund
42,571
26,604
2,309
Floating
Rate
Fund
(856)
2,208
3,731
Growth
Stock
Fund
22,051
80,038
982
Hedged
Equity
Fund
198
31,919
1,118
High
Yield
Fund
(2,761)
4,495
7,163
International
Bond
Fund
(USD
Hedged)
(4,220)
8,821
—
International
Stock
Fund
7,787
10,513
2,190
International
Value
Equity
Fund
6,395
16,843
4,423
Limited
Duration
Inflation
Focused
Bond
Fund
(4,066)
(17,344)
21,680
Mid-Cap
Growth
Fund
9,401
9,961
538
Mid-Cap
Value
Fund
8,180
9,527
1,159
New
Horizons
Fund
2,459
4,945
—
New
Income
Fund
(8,650)
(35,896)
19,110
Overseas
Stock
Fund
11,694
11,831
4,022
Real
Assets
Fund
176
6,894
2,889
Small-Cap
Stock
Fund
4,574
7,678
493
Small-Cap
Value
Fund
3,328
4,758
550
Transition
Fund
(794)
(17)
140
U.S.
Equity
Research
Fund
3,769
4,684
277
U.S.
Large-Cap
Core
Fund
559
49,673
1,612
U.S.
Treasury
Long-Term
Index
Fund
(7,523)
(18,698)
3,941
Value
Fund
13,930
57,918
5,440
U.S.
Treasury
Money
Fund,
5.40%
—
—
3,549
Totals
$
92,752#
$
285,180
$
98,620+
T.
ROWE
PRICE
Retirement
2015
Fund
5
The
accompanying
notes
are
an
integral
part
of
this
Portfolio
of
Investments.
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$23,977
of
the
net
realized
gain
(loss).
+
Investment
income
comprised
$98,620
of
income
distributions
from
underlying
Price
Funds.
T.
ROWE
PRICE
Retirement
2015
Fund
Unaudited
Notes
to
Portfolio
of
Investments
6
T.
Rowe
Price
Retirement
2015
Fund (the
fund) is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act)
as
an
open-end
management
investment
company
and
follows
accounting
and
reporting
guidance
of
the
Financial
Accounting
Standards
Board
Accounting
Standards
Codification
Topic
946.
The
accompanying
Portfolio
of
Investments
was
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(GAAP).
On
February
16,
2024,
the
fund
acquired
substantially
all
of
the
assets
of
the
T.
Rowe
Price
Retirement
I
2015
Fund
in
exchange
for
I
Class
shares
of
the
fund,
pursuant
to
the
Agreement
and
Plan
of
Reorganization
dated
June
26,
2023.
For
additional
information
on
the
fund’s
significant
accounting
policies
and
investment
related
disclosures,
please
refer
to
the
fund’s
most
recent
semiannual
or
annual
shareholder
report
and
its
prospectus.
VALUATION
Fair
Value
The
fund’s
financial
instruments
are
valued
at
the
close
of
the
New
York
Stock
Exchange
(NYSE),
normally
4
p.m.
ET,
each
day
the
NYSE
is
open
for
business.
The
fund’s
financial
instruments
are
reported
at
fair
value,
which
GAAP
defines
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date.
The
fund’s
Board
of
Directors
(the
Board)
has
designated
T.
Rowe
Price
Associates,
Inc.
as
the
fund’s
valuation
designee
(Valuation
Designee).
Subject
to
oversight
by
the
Board,
the
Valuation
Designee
performs
the
following
functions
in
performing
fair
value
determinations:
assesses
and
manages
valuation
risks;
establishes
and
applies
fair
value
methodologies;
tests
fair
value
methodologies;
and
evaluates
pricing
vendors
and
pricing
agents.
The
duties
and
responsibilities
of
the
Valuation
Designee
are
performed
by
its
Valuation
Committee.
The
Valuation
Designee
provides
periodic
reporting
to
the
Board
on
valuation
matters.
Various
valuation
techniques
and
inputs
are
used
to
determine
the
fair
value
of
financial
instruments.
GAAP
establishes
the
following
fair
value
hierarchy
that
categorizes
the
inputs
used
to
measure
fair
value:
Level
1 – quoted
prices
(unadjusted)
in
active
markets
for
identical
financial
instruments
that
the
fund
can
access
at
the
reporting
date
Level
2 – inputs
other
than
Level
1
quoted
prices
that
are
observable,
either
directly
or
indirectly
(including,
but
not
limited
to,
quoted
prices
for
similar
financial
instruments
in
active
markets,
quoted
prices
for
identical
or
similar
financial
instruments
in
inactive
markets,
interest
rates
and
yield
curves,
implied
volatilities,
and
credit
spreads)
T.
ROWE
PRICE
Retirement
2015
Fund
7
Level
3 – unobservable
inputs
(including
the
Valuation Designee’s
assumptions
in
determining
fair
value)
Observable
inputs
are
developed
using
market
data,
such
as
publicly
available
information
about
actual
events
or
transactions,
and
reflect
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
Unobservable
inputs
are
those
for
which
market
data
are
not
available
and
are
developed
using
the
best
information
available
about
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
GAAP
requires
valuation
techniques
to
maximize
the
use
of
relevant
observable
inputs
and
minimize
the
use
of
unobservable
inputs.
When
multiple
inputs
are
used
to
derive
fair
value,
the
financial
instrument
is
assigned
to
the
level
within
the
fair
value
hierarchy
based
on
the
lowest-level
input
that
is
significant
to
the
fair
value
of
the
financial
instrument.
Input
levels
are
not
necessarily
an
indication
of
the
risk
or
liquidity
associated
with
financial
instruments
at
that
level
but
rather
the
degree
of
judgment
used
in
determining
those
values.
Valuation
Techniques
Investments
in
the
underlying
Price
Funds
are
valued
at
their
closing
net
asset
value
per
share
on
the
day
of
valuation.
Debt
securities
generally
are
traded
in
the
over-the-counter
(OTC)
market
and
are
valued
at
prices
furnished
by
independent
pricing
services
or
by
broker
dealers
who
make
markets
in
such
securities.
When
valuing
securities,
the
independent
pricing
services
consider
the
yield
or
price
of
bonds
of
comparable
quality,
coupon,
maturity,
and
type,
as
well
as
prices
quoted
by
dealers
who
make
markets
in
such
securities.
Futures
contracts
are
valued
at
closing
settlement
prices.
T.
ROWE
PRICE
Retirement
2015
Fund
8
Valuation
Inputs
The
following
table
summarizes
the
fund’s
financial
instruments,
based
on
the
inputs
used
to
determine
their
fair
values
on
February
29,
2024
(for
further
detail
by
category,
please
refer
to
the
accompanying
Portfolio
of
Investments):
OTHER
MATTERS
Unpredictable
events
such
as
environmental
or
natural
disasters,
war
and
conflict,
terrorism,
geopolitical
events,
and
public
health
epidemics
and
similar
public
health
threats
may
significantly
affect
the
economy
and
the
markets
and
issuers
in
which
the
fund
invests.
Certain
events
may
cause
instability
across
global
markets,
including
reduced
liquidity
and
disruptions
in
trading
markets,
while
some
events
may
affect
certain
geographic
regions,
countries,
sectors,
and
industries
more
significantly
than
others,
and
exacerbate
other
pre-existing
political,
social,
and
economic
risks.
The
global
outbreak
of
COVID-19
and
the
related
governmental
and
public
responses
have
led
and
may
continue
to
lead
to
increased
market
volatility
and
the
potential
for
illiquidity
in
certain
classes
of
securities
and
sectors
of
the
market
either
in
specific
countries
or
worldwide.
In
February
2022,
Russian
forces
entered
Ukraine
and
commenced
an
armed
conflict,
leading
to
economic
sanctions
imposed
on
Russia
that
target
certain
of
its
citizens
and
issuers
and
sectors
of
the
Russian
economy,
creating
impacts
on
Russian-related
stocks
and
debt
and
greater
volatility
in
global
markets.
($000s)
Level
1
Level
2
Level
3
Total
Value
Assets
Bond
Mutual
Funds
$
2,627,054
$
—
$
—
$
2,627,054
Equity
Mutual
Funds
2,817,501
—
—
2,817,501
Other
Mutual
Funds
537
—
—
537
Short-Term
Investments
40,891
5,951
—
46,842
Total
$
5,485,983
$
5,951
$
—
$
5,491,934
Liabilities
Futures
Contracts*
$
2,656
$
—
$
—
$
2,656
*
The
fair
value
presented
includes
cumulative
gain
(loss)
on
open
futures
contracts;
however,
the
net
value
reflected
on
the
accompanying
Portfolio
of
Investments
is
only
the
unsettled
variation
margin
receivable
(payable)
at
that
date.
T.
ROWE
PRICE
Retirement
2015
Fund
9
In
March
2023,
the
banking
industry
experienced
heightened
volatility,
which
sparked
concerns
of
potential
broader
adverse
market
conditions.
The
extent
of
impact
of
these
events
on
the
US
and
global
markets
is
highly
uncertain.
These
are
recent
examples
of
global
events
which
may
have
a
negative
impact
on
the
values
of
certain
portfolio
holdings
or the
fund’s
overall
performance.
Management
is
actively
monitoring
the
risks
and
financial
impacts
arising
from
these
events.
F156-054Q3
02/24