T.
ROWE
PRICE
Retirement
2040
Fund
August
31,
2024
(Unaudited)
1
Portfolio
of
Investments
(1)
(1)
$
Value
5/31/24
$
Purchase
Cost
$
Sales
Cost
Shares/Par
$
Value
8/31/24
(Cost
and
value
in
$000s)
BOND
MUTUAL
FUNDS
9
.1
%
T.
Rowe
Price
Funds:
New
Income
Fund
866,660
90,030
19,762
119,390,527
968,257
U.S.
Treasury
Long-Term
Index
Fund
402,540
30,107
9,989
58,361,974
450,554
International
Bond
Fund
(USD
Hedged)
298,561
35,346
5,489
39,263,095
333,736
Dynamic
Global
Bond
Fund
193,825
12,687
4,710
25,960,100
199,893
High
Yield
Fund
124,503
2,832
2,873
21,383,296
127,658
Emerging
Markets
Bond
Fund
121,106
2,476
2,582
13,318,393
124,261
Limited
Duration
Inflation
Focused
Bond
Fund
54,428
2,865
1,222
12,055,509
57,264
Floating
Rate
Fund
43,272
1,140
3,420
4,405,393
40,926
Total
Bond
Mutual
Funds
(Cost
$
2,515,996
)
2,302,549
EQUITY
MUTUAL
FUNDS
89
.9
%
T.
Rowe
Price
Funds:
Value
Fund
3,512,455
32,931
51,186
73,976,439
3,669,231
Growth
Stock
Fund
3,323,183
21,427
172,827
31,453,548
3,324,325
U.S.
Large-Cap
Core
Fund
2,358,302
4,690
41,455
55,781,367
2,430,394
Equity
Index
500
Fund
2,322,069
11,608
66,236
16,147,827
2,403,443
Overseas
Stock
Fund
1,769,332
5,065
28,006
130,456,986
1,818,570
International
Value
Equity
Fund
1,706,223
6,116
28,233
94,544,245
1,756,632
International
Stock
Fund
1,503,233
17,833
27,517
74,958,568
1,589,871
Real
Assets
Fund
1,416,372
39,968
24,733
97,223,254
1,487,516
Mid-Cap
Growth
Fund
828,082
12,077
12,549
7,860,846
862,649
Mid-Cap
Value
Fund
789,008
2,787
12,468
22,638,422
816,115
Emerging
Markets
Discovery
Stock
Fund
624,482
2,227
11,015
44,247,518
636,722
Small-Cap
Stock
Fund
494,532
3,627
10,300
8,172,924
518,981
Emerging
Markets
Stock
Fund
482,039
9,409
7,848
14,352,425
502,622
Small-Cap
Value
Fund
464,756
1,667
7,552
8,609,795
494,461
New
Horizons
Fund (2)
332,734
2,506
7,379
5,926,970
347,143
Total
Equity
Mutual
Funds
(Cost
$
15,224,160
)
22,658,675
OTHER
MUTUAL
FUNDS
0
.0
%
T.
Rowe
Price
Funds:
Transition
Fund
2,921
153,000
153,068
28,730
2,876
Total
Other
Mutual
Funds
(Cost
$
2,842
)
2,876
SHORT-TERM
INVESTMENTS
1
.1
%
Money
Market
Funds
1.0%
T.
Rowe
Price
U.S.
Treasury
Money
Fund,
5.36% (3)
247,858
269,770
272,862
244,766,237
244,766
T.
ROWE
PRICE
Retirement
2040
Fund
2
$
Value
5/31/24
$
Purchase
Cost
$
Sales
Cost
Shares/Par
$
Value
8/31/24
(Cost
and
value
in
$000s)
SHORT-TERM
INVESTMENTS
1.1%
(continued)
U.S.
Treasury
Obligations
0.1%
U.S.
Treasury
Bills,
5.268%,
10/1/24 (4)
29,000,000
28,883
Total
Short-Term
Investments
(Cost
$
273,640
)
273,649
Total
Investments
in
Securities 100.1%
(Cost
$18,016,638)
$
25,237,749
Other
Assets
Less
Liabilities
(0.1)%
(
13,349
)
Net
Assets
100.0%
$
25,224,400
(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
August
31,
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
2040
Fund
3
FUTURES
CONTRACTS
($000s)
Expiration
Date
Notional
Amount
Value
and
Unrealized
Gain
(Loss)
Short,
375
Russell
2000
E-Mini
Index
contracts
9/24
(41,683)
$
(
3,330
)
Short,
288
S&P
500
E-Mini
Index
contracts
9/24
(81,518)
(
1,967
)
Net
payments
(receipts)
of
variation
margin
to
date
4,326
Variation
margin
receivable
(payable)
on
open
futures
contracts
$
(
971
)
T.
ROWE
PRICE
Retirement
2040
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
three
months
ended
August
31,
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
Global
Bond
Fund
$
(
73
)
$
(
1,909
)
$
2,888
Emerging
Markets
Bond
Fund
64
3,261
1,998
Emerging
Markets
Discovery
Stock
Fund
1,243
21,028
—
Emerging
Markets
Stock
Fund
97
19,022
—
Equity
Index
500
Fund
24,815
136,002
8,052
Floating
Rate
Fund
15
(
66
)
971
Growth
Stock
Fund
70,262
152,542
—
High
Yield
Fund
2
3,196
2,313
International
Bond
Fund
(USD
Hedged)
141
5,318
3,023
International
Stock
Fund
1,278
96,322
—
International
Value
Equity
Fund
5,589
72,526
—
Limited
Duration
Inflation
Focused
Bond
Fund
16
1,193
97
Mid-Cap
Growth
Fund
4,592
35,039
—
Mid-Cap
Value
Fund
3,055
36,788
—
New
Horizons
Fund
(
418
)
19,282
—
New
Income
Fund
(
318
)
31,329
11,583
Overseas
Stock
Fund
7,262
72,179
—
Real
Assets
Fund
1,247
55,909
—
Small-Cap
Stock
Fund
3,291
31,122
—
Small-Cap
Value
Fund
1,654
35,590
—
Transition
Fund
(
568
)
23
—
U.S.
Large-Cap
Core
Fund
15,798
108,857
—
U.S.
Treasury
Long-Term
Index
Fund
(
1,216
)
27,896
4,321
Value
Fund
20,198
175,031
—
U.S.
Treasury
Money
Fund,
5.36%
—
—
3,109
Totals
$
158,026
#
$
1,137,480
$
38,355
+
T.
ROWE
PRICE
Retirement
2040
Fund
5
The
accompanying
notes
are
an
integral
part
of
this
Portfolio
of
Investments.
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$0
of
the
net
realized
gain
(loss).
+
Investment
income
comprised
$38,355
of
income
distributions
from
underlying
Price
Funds.
T.
ROWE
PRICE
Retirement
2040
Fund
Unaudited
Notes
to
Portfolio
of
Investments
6
T.
Rowe
Price
Retirement
2040
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).
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
2040
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
2040
Fund
8
Valuation
Inputs
The
following
table
summarizes
the
fund’s
financial
instruments,
based
on
the
inputs
used
to
determine
their
fair
values
on
August
31,
2024
(for
further
detail
by
category,
please
refer
to
the
accompanying
Portfolio
of
Investments):
OTHER
MATTERS
Unpredictable
environmental,
political,
social
and
economic
events,
including
but
not
limited
to,
environmental
or
natural
disasters,
war
and
conflict
(including
Russia’s
military
invasion
of
Ukraine
and
the
conflict
in
Israel,
Gaza
and
surrounding
areas),
terrorism,
geopolitical
developments
(including
trading
and
tariff
arrangements,
sanctions
and
cybersecurity
attacks),
and
public
health
epidemics
(including
the
global
outbreak
of
COVID-19)
and
similar
public
health
threats,
may
significantly
affect
the
economy
and
the
markets
and
issuers
in
which
a
fund
invests.
The
extent
and
duration
of
such
events
and
resulting
market
disruptions
cannot
be
predicted.
These
and
other
similar
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
fund’s
($000s)
Level
1
Level
2
Level
3
Total
Value
Assets
Bond
Mutual
Funds
$
2,302,549
$
—
$
—
$
2,302,549
Equity
Mutual
Funds
22,658,675
—
—
22,658,675
Other
Mutual
Funds
2,876
—
—
2,876
Short-Term
Investments
244,766
28,883
—
273,649
Total
$
25,208,866
$
28,883
$
—
$
25,237,749
Liabilities
Futures
Contracts*
$
5,297
$
—
$
—
$
5,297
*
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
2040
Fund
9
performance
could
be
negatively
impacted
if
the
value
of
a
portfolio
holding
were
harmed
by
these
or
such
events.
Management
actively
monitors
the
risks
and
financial
impacts
arising
from
such
events.
F143-054Q1
08/24