T.
ROWE
PRICE
Retirement
2050
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
0.9%
T.
Rowe
Price
Funds:
New
Income
Fund
53,970
5,214
1,273
7,380,584
59,857
Limited
Duration
Inflation
Focused
Bond
Fund
35,721
740
845
7,656,663
36,369
U.S.
Treasury
Long-Term
Index
Fund
33,220
950
867
4,595,686
35,479
International
Bond
Fund
(USD
Hedged)
15,770
486
420
1,894,862
16,106
Dynamic
Global
Bond
Fund
9,531
356
279
1,235,813
9,516
Total
Bond
Mutual
Funds
(Cost
$168,346)
157,327
EQUITY
MUTUAL
FUNDS
98.0%
T.
Rowe
Price
Funds:
Value
Fund
2,460,432
50,891
40,862
52,324,697
2,595,305
Growth
Stock
Fund
2,334,464
22,911
111,226
22,224,076
2,348,862
U.S.
Large-Cap
Core
Fund
1,626,831
15,306
25,663
38,854,495
1,692,890
Equity
Index
500
Fund
1,604,508
15,078
25,686
11,347,861
1,689,015
Overseas
Stock
Fund
1,227,097
15,826
20,575
91,250,556
1,272,033
International
Value
Equity
Fund
1,191,408
17,929
20,993
66,690,390
1,239,107
International
Stock
Fund
1,045,029
32,614
20,950
52,951,952
1,123,111
Real
Assets
Fund
989,445
41,680
18,666
68,676,379
1,050,749
Mid-Cap
Growth
Fund
575,262
19,391
10,031
5,556,562
609,777
Mid-Cap
Value
Fund
548,084
8,990
10,680
15,876,919
572,363
Emerging
Markets
Discovery
Stock
Fund
438,054
4,003
8,260
31,163,632
448,445
Small-Cap
Stock
Fund
345,959
4,266
7,171
5,739,796
364,477
Emerging
Markets
Stock
Fund
328,452
18,099
6,860
10,060,395
352,315
Small-Cap
Value
Fund
323,640
2,985
6,564
6,001,787
344,683
New
Horizons
Fund (2)
231,732
2,458
5,744
4,127,316
241,737
Total
Equity
Mutual
Funds
(Cost
$11,697,281)
15,944,869
OTHER
MUTUAL
FUNDS
0.0%
T.
Rowe
Price
Funds:
Transition
Fund
1,750
100,800
100,373
21,902
2,192
Total
Other
Mutual
Funds
(Cost
$2,170)
2,192
SHORT-TERM
INVESTMENTS
1.1%
Money
Market
Funds
1.0%
T.
Rowe
Price
U.S.
Treasury
Money
Fund,
5.36% (3)
162,485
135,851
138,960
159,375,550
159,376
T.
ROWE
PRICE
Retirement
2050
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)
19,000,000
18,923
Total
Short-Term
Investments
(Cost
$178,293)
178,299
Total
Investments
in
Securities 100.0%
(Cost
$12,046,090)
$
16,282,687
Other
Assets
Less
Liabilities
(0.0)%
(7,911)
Net
Assets
100.0%
$
16,274,776
(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
2050
Fund
3
FUTURES
CONTRACTS
($000s)
Expiration
Date
Notional
Amount
Value
and
Unrealized
Gain
(Loss)
Short,
283
Russell
2000
E-Mini
Index
contracts
9/24
(31,457)
$
(2,513)
Long,
79
S&P
500
E-Mini
Index
contracts
9/24
22,361
86
Net
payments
(receipts)
of
variation
margin
to
date
2,450
Variation
margin
receivable
(payable)
on
open
futures
contracts
$
23
T.
ROWE
PRICE
Retirement
2050
Fund
4
The
accompanying
notes
are
an
integral
part
of
this
Portfolio
of
Investments.
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
$
(5)
$
(92)
$
139
Emerging
Markets
Discovery
Stock
Fund
1,019
14,648
—
Emerging
Markets
Stock
Fund
405
12,624
—
Equity
Index
500
Fund
16,808
95,115
5,604
Growth
Stock
Fund
53,790
102,713
—
International
Bond
Fund
(USD
Hedged)
11
270
153
International
Stock
Fund
2,101
66,418
—
International
Value
Equity
Fund
4,573
50,763
—
Limited
Duration
Inflation
Focused
Bond
Fund
9
753
61
Mid-Cap
Growth
Fund
2,840
25,155
—
Mid-Cap
Value
Fund
1,962
25,969
—
New
Horizons
Fund
(164)
13,291
—
New
Income
Fund
(1)
1,946
727
Overseas
Stock
Fund
5,850
49,685
—
Real
Assets
Fund
2,058
38,290
—
Small-Cap
Stock
Fund
2,721
21,423
—
Small-Cap
Value
Fund
1,401
24,622
—
Transition
Fund
(373)
15
—
U.S.
Large-Cap
Core
Fund
10,049
76,416
—
U.S.
Treasury
Long-Term
Index
Fund
(26)
2,176
346
Value
Fund
13,149
124,844
—
U.S.
Treasury
Money
Fund,
5.36%
—
—
2,026
Totals
$
118,177#
$
747,044
$
9,056+
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$0
of
the
net
realized
gain
(loss).
+
Investment
income
comprised
$9,056
of
income
distributions
from
underlying
Price
Funds.
T.
ROWE
PRICE
Retirement
2050
Fund
Unaudited
Notes
to
Portfolio
of
Investments
5
T.
Rowe
Price
Retirement
2050
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
2050
Fund
6
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
2050
Fund
7
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
$
157,327
$
—
$
—
$
157,327
Equity
Mutual
Funds
15,944,869
—
—
15,944,869
Other
Mutual
Funds
2,192
—
—
2,192
Short-Term
Investments
159,376
18,923
—
178,299
Total
Securities
16,263,764
18,923
—
16,282,687
Futures
Contracts*
86
—
—
86
Total
$
16,263,850
$
18,923
$
—
$
16,282,773
Liabilities
Futures
Contracts*
$
2,513
$
—
$
—
$
2,513
*
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
2050
Fund
8
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.
F166-054Q1
08/24