T. Rowe Price Retirement 2050 Fund (TRRMX) N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-21149

T. Rowe Price Retirement Funds, Inc.

(Exact name of registrant as specified in charter)

100 East Pratt Street, Baltimore, MD 21202        

(Address of principal executive offices)

David Oestreicher

100 East Pratt Street, Baltimore, MD 21202

(Name and address of agent for service)

Registrant’s telephone number, including area code: (410) 345-2000

Date of fiscal year end: May 31

Date of reporting period: November 30, 2022

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

November

30,

2022

Semiannual

Report

T.

ROWE

PRICE

Retirement

Funds

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

Retirement

Funds

HIGHLIGHTS

The

Retirement

Funds

declined

during

the

six-month

period

ended

November

30,

2022.

The

funds

generated

mixed

performance

versus

the

S&P

Target

Date

Indexes

but

outperformed

their

Lipper

peer

group

averages.

Our

funds'

lower

tactical

allocation

to

cash

relative

to

the

S&P

Target

Date

Indexes

weighed

on

results—although

our

diversified

portfolio

construction

added

value.

Overall,

the

impact

from

tactical

allocation

decisions

and

stock

selection

were

mixed.

Tactically,

we

are

underweight

stocks

and

bonds

relative

to

cash,

reflecting

our

view

of

slowing

economic

and

earnings

growth,

as

well

as

expectations

that

the

Fed

will

raise

short-term

rates

to

at

least

5%

by

early

2023.

Within

fixed

income,

we

added

to

long-term

U.S.

Treasury

bonds

and

are

now

overweight

following

recent

moves

higher

in

interest

rates.

While

valuations

for

equities

improved

late

in

the

reporting

period,

uncertainty

around

corporate

fundamentals

suggested

limited

near-term

upside,

particularly

as

earnings

estimates

remain

elevated

against

a

slowing

growth

outlook.

Other

key

risks

to

global

markets

include

central

bank

missteps,

persistent

inflation,

potential

for

a

sharper

slowdown

in

global

growth,

China’s

balance

between

containing

the

coronavirus

and

economic

growth,

and

geopolitical

tensions.

Log

in

to

your

account

at

troweprice.com

for

more

information.

*

Certain

mutual

fund

accounts

that

are

assessed

an

annual

account

service

fee

can

also

save

money

by

switching

to

e-delivery.

T.

ROWE

PRICE

Retirement

Funds

Market

Commentary

1

Dear

Shareholder

Global

stock

markets

generally

produced

negative

returns

during

the

first

half

of

your

fund’s

fiscal

year,

the

six-month

period

ended

November

30,

2022,

while

rising

bond

yields

weighed

on

returns

for

fixed

income

investors.

Investors

contended

with

tightening

financial

conditions

and

slowing

economic

and

corporate

earnings

growth,

but

hopes

that

persistently

high

inflation

might

be

easing

helped

spark

a

rally

late

in

the

period

that

partially

offset

earlier

losses.

In

the

U.S.,

equity

results

were

mixed.

The

Dow

Jones

Industrial

Average

recorded

positive

results

and

mid-cap

growth

stocks

also

performed

well,

while

most

other

benchmarks

finished

in

negative

territory.

The

S&P

500

Index

was

modestly

negative

for

the

period,

but

results

varied

widely

at

the

sector

level,

with

industrials

and

energy

shares

delivering

strong

gains

while

communication

services

stocks

struggled.

Outside

the

U.S.,

most

major

country

and

regional

benchmarks

lost

ground.

Emerging

markets

stocks

generally

underperformed

shares

in

developed

markets.

Meanwhile,

the

U.S.

dollar

strengthened

versus

most

currencies

during

the

period,

which

weighed

on

returns

for

U.S.

investors

in

international

securities.

Elevated

inflation

remained

a

leading

concern

for

investors

throughout

the

period,

although

hopes

that

inflation

may

have

peaked

led

to

rallies

during

the

summer

and

again

in

November.

The

October

consumer

price

index

report,

which

was

released

in

mid-November,

was

better

than

expected

and

showed

price

increases

easing

from

recent

40-year

highs.

However,

the

7.7%

year-over-

year

increase

in

the

headline

inflation

number

remained

well

above

the

Fed’s

2%

target.

In

response

to

the

high

inflation

readings,

global

central

banks

continued

to

tighten

monetary

policy,

and

investors

focused

on

communications

from

central

bank

officials

on

how

high

rates

would

have

to

go.

The

Federal

Reserve

delivered

four

historically

large

75-basis-point

(0.75

percentage

point)

rate

hikes

during

the

period,

which

lifted

its

short-term

lending

benchmark

to

a

target

range

of

3.75%

to

4.00%

by

early

November,

the

highest

level

since

2008.

As

our

reporting

period

came

to

an

end,

Fed

officials

signaled

that

they

were

likely

to

dial

back

the

pace

of

rate

increases.

Bond

yields

increased

considerably

across

the

Treasury

yield

curve

as

the

Fed

tightened

monetary

policy,

with

the

yield

on

the

benchmark

10-year

U.S.

Treasury

note

climbing

from

2.85%

at

the

start

of

the

period

to

3.68%

at

the

end

of

November.

Significant

inversions

in

the

Treasury

curve,

which

are

often

considered

a

warning

sign

of

a

coming

recession,

occurred

during

the

period

T.

ROWE

PRICE

Retirement

Funds

2

as

shorter-maturity

Treasuries

experienced

the

largest

yield

increases.

The

sharp

increase

in

yields

led

to

generally

negative

results

across

the

fixed

income

market

as

bond

prices

and

yields

move

in

opposite

directions.

On

a

positive

note,

the

U.S.

jobs

market

remained

resilient

during

the

period,

and

overall

economic

growth

turned

positive

in

the

third

quarter

after

two

slightly

negative

quarters.

However,

recession

fears

also

grew

as

corporate

earnings

slowed

and

manufacturing

gauges

drifted

toward

contraction

levels.

In

addition,

the

housing

market

began

to

weaken

as

mortgage

rates

climbed

to

the

highest

level

in

more

than

20

years.

The

past

year

has

been

a

trying

time

for

investors

as

few

sectors

remained

untouched

by

the

broad

headwinds

that

markets

faced,

and

volatility

may

continue

in

the

near

term

as

central

banks

tighten

policy

amid

slowing

economic

growth.

However,

in

our

view,

valuations

have

become

more

attractive

across

many

market

sectors

during

the

downturn,

which

provides

potential

opportunities

for

selective

investors

focused

on

fundamentals.

We

believe

this

environment

makes

skilled

active

management

a

critical

tool

for

identifying

risks

and

opportunities,

and

our

investment

teams

will

continue

to

use

fundamental

research

to

identify

securities

that

can

add

value

to

your

portfolio

over

the

long

term.

Thank

you

for

your

continued

confidence

in

T.

Rowe

Price.

Sincerely, 

Robert

Sharps

CEO

and

President

T.

ROWE

PRICE

Retirement

Funds

Management’s

Discussion

of

Fund

Performance

3

INVESTMENT

OBJECTIVE 

The

funds

seek

the

highest

total

return

over

time

consistent

with

an

emphasis

on

both

capital

growth

and

income.

FUND

COMMENTARY

How

did

the

funds

perform

in

the

past six

months?

The

Retirement

Funds

declined

during

the

period

and

generated

mixed

performance

versus

the

S&P

Target

Date

Indexes,

with

shorter-dated

portfolios

trailing

and

longer-dated

portfolios

performing

in

line

or

outperforming.

The

funds

outperformed

their

Lipper

peer

group

averages.

(Returns

for

the

Advisor

and

R

Class

shares

varied

slightly,

reflecting

their

different

fee

structures.

Past

performance

cannot

guarantee

future

results

.)

What

factors

influenced

the

funds’

performance?

Our

glide

path

design

has

a

higher

equity

allocation

and

corresponding

lower

fixed

income

allocation

relative

to

the

S&P

Target

Date

Indexes,

in

order

to

emphasize

long-term

growth.

This

aspect

of

our

glide

path

design

detracted

from

relative

performance,

particularly

among

the

shorter-dated

vintages

where

we

hold

less

cash

relative

to

the

index.

Cash

outperformed

equities,

bonds,

and

U.S.

Treasury

inflation

protected

securities

(TIPS)

for

the

period.

Structurally,

our

higher

exposure

to

domestic

equities

versus

international

stocks

proved

beneficial.

Global

equity

markets

traded

lower

during

the

reporting

period

while

U.S.

stocks,

as

measured

by

broad

market

indexes,

were

generally

flat.

U.S.

equities

were

supported

by

better-than-expected

consumer

spending

and

earnings

growth,

while

international

markets

struggled

with

mounting

geopolitical

concerns,

supply

disruptions,

and

weaker

demand

from

China.

The

funds’

more

diversified

international

equity

profile

added

value,

where

dedicated

allocations

to

growth

and

value

equities

outside

the

U.S.

held

up

better

than

the

core

equity

profile

of

the

funds’

benchmark.

The

inclusion

of

U.S.

TIPS

also

added

value

as

their

shorter

duration

profile

proved

beneficial

during

a

rising

rate

regime.

Conversely,

a

more

modest

exposure

to

U.S.

mid-cap

stocks

relative

to

the

funds’

prospectus

benchmarks

was

unfavorable

during

the

period,

as

mid-caps

held

up

better

than

large-cap

stocks

amid

heightened

volatility.

The

inclusion

of

real

assets

equities—especially

in

the

commodities

complex—also

weighed

on

results.

Commodity

markets

pulled

back

amid

slowing

global

growth,

higher

interest

rates,

and

elevated

inflation—all

of

which

prompted

large

manufacturers

to

reduce

spending.

T.

ROWE

PRICE

Retirement

Funds

4

Tactical

decisions

contributed

to

results

in

the

shorter-dated

funds

but

detracted

in

the

longer-dated

funds.

Relative

performance

was

hindered

by

an

overweight

tactical

allocation

to

international

equity

markets,

both

developed

and

emerging

markets.

International

developed

market

stocks

declined

more

than

U.S.

shares

as

overseas

markets

faced

more

pronounced

risks

from

energy

supply

shortages,

rising

rates

and

inflation,

and

the

growing

probability

of

a

global

recession.

Emerging

markets

faced

similar

challenges

and

were

also

more

acutely

pressured

by

concerns

over

weaker

economic

activity

in

China.

On

the

positive

side,

a

tactical

overweight

to

cash,

which

held

up

better

than

stocks

and

bonds,

proved

beneficial.

An

overweight

allocation

to

floating

rate

loans

amid

rising

interest

rates

also

helped

returns.

Our

U.S.

large-cap

growth

equity

strategy

underperformed

during

the

period,

driven

by

holdings

in

the

industrials

and

business

services

and

information

technology

sectors.

The

U.S.

large-cap

value

equity

strategy

fared

better

and

generated

positive

absolute

returns

but

still

lagged

its

benchmark

due

to

unfavorable

stock

choices

in

the

utilities

and

health

care

sectors.

Stock

selection

outside

the

U.S.

was

a

notable

contributor

to

relative

performance,

as

all

the

funds’

allocations

to

international

developed

and

emerging

markets

equities

outpaced

their

respective

benchmarks.

Most

notably,

holdings

among

international

value

equities

lifted

relative

results

thanks

to

strong

stock

selection

in

the

financials

and

industrials

and

business

services

sectors.

How

are

the

funds

positioned?

We

continue

to

be

cautious

on

risk

assets

and

are

underweight

to

stocks

and

bonds

relative

to

cash.

However,

valuations

for

stocks

had

improved

by

the

end

of

the

reporting

period,

and

we

modestly

trimmed

our

underweight

to

stocks

late

in

the

period.

Equities

remain

vulnerable

amid

tightening

liquidity,

a

hawkish

Fed,

and

earnings

expectations,

which

are

subject

to

revisions

lower.

Stocks

On

a

regional

basis,

we

are

modestly

overweight

to

international

stocks

relative

to

U.S.

stocks.

Economic

stabilization

in

China

could

provide

a

catalyst

for

global

growth,

although

risks

from

social

policy,

civil

unrest,

and

challenges

in

the

country’s

property

sector

could

derail

normalization.

The

war

in

Ukraine

will

continue

to

weigh

on

global

trade,

energy

access,

and

supply

chain

improvement,

all

of

which

contribute

to

a

challenging

backdrop

for

European

equities.

U.S.

stocks

are

more

growth

oriented

and

more

susceptible

to

rising

rates,

but

more

limited

exposure

to

cyclical

trends

may

prove

beneficial

should

recession

concerns

worsen.

Outside

the

U.S.,

we

are

overweight

to

emerging

T.

ROWE

PRICE

Retirement

Funds

5

markets

stocks

relative

to

developed

markets

stocks

given

attractive

valuations.

Tightening

policy

from

central

banks

in

some

countries

may

have

peaked,

which

may

bolster

the

sector—although

an

uncertain

near-term

outlook

for

China

could

contribute

to

continued

volatility.

We

are

neutral

to

inflation-sensitive

real

assets

equities,

which

may

offer

an

attractive

potential

hedge

during

a

sustained

period

of

high

inflation.

Rising

concerns

over

economic

growth

and

the

potential

for

weak

demand,

which

could

be

exacerbated

by

China’s

zero-COVID

policies,

could

place

pressure

on

commodity

prices

over

the

near

to

medium

term.

The

real

estate

sector

remains

attractive

in

the

context

of

economic

recovery,

as

the

sector

offers

income

and

an

ability

to

raise

rents,

but

equity

prices

remain

vulnerable

to

rising

rates.

We

are

overweight

to

U.S.

small-

and

mid-cap

stocks

relative

to

larger

companies.

Although

elevated

input

costs,

wage

pressures,

and

heightened

market

volatility

could

weigh

on

performance,

small-caps

offer

attractive

relative

valuations

and

appear

to

have

more

fully

priced

in

the

probability

of

a

recession.

Bonds

We

remain

overweight

to

floating

rate

bank

loans.

We

believe

floating

rate

loans

are

supported

by

solid

fundamentals

and

demand

for

yield

and

their

short

duration

profile

is

attractive

in

a

rising

rate

regime,

although

that

benefit

may

be

diminished

as

tighter

monetary

policy

appears

to

be

priced

in.

We

are

overweight

to

high

yield

bonds,

as

their

credit

fundamentals

are

still

strong

and

the

default

outlook

remains

stable;

however,

these

positive

factors

are

balanced

against

a

challenging

macroeconomic

environment

and

a

less

favorable

technical

backdrop.

We

added

to

long-term

U.S.

Treasury

bonds

and

are

now

overweight

following

recent

moves

higher

in

rates,

as

these

bonds

may

provide

a

potential

hedge

against

further

equity

market

volatility.

While

yield

volatility

could

persist,

slowing

inflation

and

moderating

central

bank

rate

increases

should

be

supportive

for

longer-duration

bonds.

We

remain

overweight

to

dollar-

denominated

emerging

markets

bonds.

We

believe

the

sector

stands

to

benefit

from

peaking

central

bank

tightening

and

moderating

inflation

over

the

near

to

medium

term.

T.

ROWE

PRICE

Retirement

Funds

6

What

is

portfolio

management’s

outlook?

Global

equity

and

bond

markets

were

marked

by

persistent

volatility

during

the

period,

with

most

major

indexes

trending

lower.

The

outlook

for

global

growth

remains

uncertain

as

hawkish

central

banks

battle

with

elevated

inflation

and

rising

recession

risks.

The

Fed

has

signaled

an

approaching

shift

to

a

more

moderate

pace

of

tightening

but

remains

committed

to

taming

inflation,

acknowledging

the

potential

for

a

higher-for-longer

terminal

fed

funds

target

rate.

Valuations

improved

late

in

the

reporting

period

as

risk

assets

pulled

back

from

recent

highs,

but

uncertainty

around

corporate

fundamentals

suggests

limited

near-term

upside,

particularly

as

earnings

estimates

have

not

seen

significant

downward

revisions

to

reflect

rising

recession

risks.

Other

key

risks

to

global

markets

include

central

bank

missteps,

persistent

inflation,

potential

for

a

sharper

slowdown

in

global

growth,

China’s

balance

between

containing

the

coronavirus

and

growth,

geopolitical

tensions,

and

potential

supply

chain

disruptions.

Given

the

range

of

potential

paths

for

growth

and

inflation,

our

positioning

remains

cautious.

On

one

hand,

we

expect

a

firm

commitment

from

major

central

banks

to

bring

down

inflation

will

result

in

a

low

ceiling

for

stocks

in

the

near

term.

On

the

other

hand,

the

peaking

of

inflationary

pressures

in

key

markets

along

with

a

softening

of

hawkish

central

banks’

rhetoric

and

actions

may

contribute

to

a

market

rally.

We

continue

to

assess

when

to

add

to

equities

and

other

risk

assets

as

we

evaluate

long‐term

valuations

and

early

indications

of

stabilization

or

improvement

in

macroeconomic

conditions.

In

our

view,

these

conditions

contribute

to

a

less

compelling

risk/reward

trade-off

between

stocks

and

bonds

or

cash

in

the

near

term,

and

we

believe

that

a

more

modest

allocation

to

equities

may

be

prudent.

The

elevated

levels

of

volatility

and

uncertainty

in

global

markets

underscore

the

value

of

our

thoughtful

strategic

investing

approach.

Given

the

uncertain

impact

of

positive

and

negative

forces

driving

global

financial

markets,

we

believe

that

broad

diversification

across

asset

classes,

regions,

and

sectors,

as

well

as

our

ability

to

actively

adjust

allocations

to

enhance

the

Retirement

Funds’

risk/reward

profiles,

should

benefit

our

investors

over

time

across

a

range

of

market

and

economic

environments.

T.

ROWE

PRICE

Retirement

Funds

7

PERFORMANCE  COMPARISON

The

Performance

Comparison

tables

show

the

returns

for

each

fund

versus

its

respective

S&P

Target

Date

Index.

The

tables

also

show

the

average

returns

for

each

fund’s

respective

Lipper

target

date

category,

providing

a

tool

to

measure

the

performance

of

our

funds

against

those

with

similar

objectives.

In

addition,

we

compare

the

funds’

performance

against

the

S&P

Target

Date

Indexes

in

the

Growth

of

$10,000

graphs

following

this

letter.

(Returns

for

the

funds’

Advisor

and

R

Class

shares

may

vary

due

to

their

different

fee

structures.)

RETIREMENT

BALANCED

FUND

Six-Month

Period

Ended

11/30/22

Total

Return

Retirement

Balanced

Fund

–

.

-2.73‌%

Retirement

Balanced

Fund–

.

Advisor  Class

-2.85‌

Retirement

Balanced

Fund–

.

R  Class

-2.90‌

S&P

Target

Date

Retirement

Income

Index

-2.15‌

Lipper

Mixed-Asset

Target

Today

Funds

Average

-2.89‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

RETIREMENT

2005

FUND

Six-Month

Period

Ended

11/30/22

Total

Return

Retirement

2005

Fund

–

.

-2.65‌%

Retirement

2005

Fund–

.

Advisor  Class

-2.75‌

Retirement

2005

Fund–

.

R  Class

-2.97‌

S&P

Target

Date

Retirement

Income

Index

-2.15‌

Lipper

Mixed-Asset

Target

2010

Funds

Average

-3.01‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

T.

ROWE

PRICE

Retirement

Funds

8

RETIREMENT

2010

FUND

Six-Month

Period

Ended

11/30/22

Total

Return

Retirement

2010

Fund

–

.

-2.59‌%

Retirement

2010

Fund–

.

Advisor  Class

-2.67‌

Retirement

2010

Fund–

.

R  Class

-2.82‌

S&P

Target

Date

2010

Index

-1.95‌

Lipper

Mixed-Asset

Target

2010

Funds

Average

-3.01‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

RETIREMENT

2015

FUND

Six-Month

Period

Ended

11/30/22

Total

Return

Retirement

2015

Fund

–

.

-2.56‌%

Retirement

2015

Fund–

.

Advisor  Class

-2.65‌

Retirement

2015

Fund–

.

R  Class

-2.76‌

S&P

Target

Date

2015

Index

-2.00‌

Lipper

Mixed-Asset

Target

2015

Funds

Average

-2.85‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

RETIREMENT

2020

FUND

Six-Month

Period

Ended

11/30/22

Total

Return

Retirement

2020

Fund

–

.

-2.46‌%

Retirement

2020

Fund–

.

Advisor  Class

-2.58‌

Retirement

2020

Fund–

.

R  Class

-2.67‌

S&P

Target

Date

2020

Index

-2.14‌

Lipper

Mixed-Asset

Target

2020

Funds

Average

-2.84‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

T.

ROWE

PRICE

Retirement

Funds

9

RETIREMENT

2025

FUND

Six-Month

Period

Ended

11/30/22

Total

Return

Retirement

2025

Fund

–

.

-2.36‌%

Retirement

2025

Fund–

.

Advisor  Class

-2.50‌

Retirement

2025

Fund–

.

R  Class

-2.65‌

S&P

Target

Date

2025

Index

-1.81‌

Lipper

Mixed-Asset

Target

2025

Funds

Average

-2.74‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

RETIREMENT

2030

FUND

Six-Month

Period

Ended

11/30/22

Total

Return

Retirement

2030

Fund

–

.

-2.20‌%

Retirement

2030

Fund–

.

Advisor  Class

-2.31‌

Retirement

2030

Fund–

.

R  Class

-2.45‌

S&P

Target

Date

2030

Index

-1.79‌

Lipper

Mixed-Asset

Target

2030

Funds

Average

-2.55‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

RETIREMENT

2035

FUND

Six-Month

Period

Ended

11/30/22

Total

Return

Retirement

2035

Fund

–

.

-1.92‌%

Retirement

2035

Fund–

.

Advisor  Class

-2.08‌

Retirement

2035

Fund–

.

R  Class

-2.17‌

S&P

Target

Date

2035

Index

-1.85‌

Lipper

Mixed-Asset

Target

2035

Funds

Average

-2.29‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

T.

ROWE

PRICE

Retirement

Funds

10

RETIREMENT

2040

FUND

Six-Month

Period

Ended

11/30/22

Total

Return

Retirement

2040

Fund

–

.

-1.81‌%

Retirement

2040

Fund–

.

Advisor  Class

-1.94‌

Retirement

2040

Fund–

.

R  Class

-2.03‌

S&P

Target

Date

2040

Index

-1.84‌

Lipper

Mixed-Asset

Target

2040

Funds

Average

-2.03‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

RETIREMENT

2045

FUND

Six-Month

Period

Ended

11/30/22

Total

Return

Retirement

2045

Fund

–

.

-1.57‌%

Retirement

2045

Fund–

.

Advisor  Class

-1.74‌

Retirement

2045

Fund–

.

R  Class

-1.87‌

S&P

Target

Date

2045

Index

-1.76‌

Lipper

Mixed-Asset

Target

2045

Funds

Average

-1.86‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

RETIREMENT

2050

FUND

Six-Month

Period

Ended

11/30/22

Total

Return

Retirement

2050

Fund

–

.

-1.49‌%

Retirement

2050

Fund–

.

Advisor  Class

-1.64‌

Retirement

2050

Fund–

.

R  Class

-1.78‌

S&P

Target

Date

2050

Index

-1.73‌

Lipper

Mixed-Asset

Target

2050

Funds

Average

-1.80‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

T.

ROWE

PRICE

Retirement

Funds

11

RETIREMENT

2055

FUND

Six-Month

Period

Ended

11/30/22

Total

Return

Retirement

2055

Fund

–

.

-1.56‌%

Retirement

2055

Fund–

.

Advisor  Class

-1.75‌

Retirement

2055

Fund–

.

R  Class

-1.83‌

S&P

Target

Date

2055

Index

-1.70‌

Lipper

Mixed-Asset

Target

2055

Funds

Average

-1.74‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

RETIREMENT

2060

FUND

Six-Month

Period

Ended

11/30/22

Total

Return

Retirement

2060

Fund

–

.

-1.62‌%

Retirement

2060

Fund–

.

Advisor  Class

-1.70‌

Retirement

2060

Fund–

.

R  Class

-1.79‌

S&P

Target

Date

2060

Index

-1.72‌

Lipper

Mixed-Asset

Target

2060

Funds

Average

-1.71‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

RETIREMENT

2065

FUND

Six-Month

Period

Ended

11/30/22

Total

Return

Retirement

2065

Fund

–

.

-1.67‌%

Retirement

2065

Fund–

.

Advisor  Class

-1.68‌

Retirement

2065

Fund–

.

R  Class

-1.87‌

S&P

Target

Date

2065+

Index

-1.68‌

Lipper

Mixed-Asset

Target

2060+

Funds

Average

-1.69‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

T.

ROWE

PRICE

Retirement

Funds

12

IMPORTANT  INFORMATION

The principal

value

of

the

Retirement

Funds

is

not

guaranteed

at

any

time,

including

at

or

after

the

target

date,

which

is

the

approximate

year

an

investor

plans

to

retire

(assumed

to

be

age

65)

and

likely

stop

making

new

investments

in

the

fund.

If

an

investor

plans

to

retire

significantly

earlier

or

later

than

age

65,

the

funds

may

not

be

an

appropriate

investment

even

if

the

investor

is

retiring

on

or

near

the

target

date.

The

funds’

allocations

among

a

broad

range

of

underlying

T.

Rowe

Price

stock

and

bond

funds

will

(with

the

exception

of

the

Retirement

Balanced

Fund)

change

over

time.

The

funds

(other

than

the

Retirement

Balanced

Fund)

emphasize

potential

capital

appreciation

during

the

early

phases

of

retirement

asset

accumulation,

balance

the

need

for

appreciation

with

the

need

for

income

as

retirement

approaches,

and

focus

on

supporting

an

income

stream

over

a

long-term

postretirement

withdrawal

horizon.

The

funds

are

not

designed

for

a

lump-sum

redemption

at

the

target

date

and

do

not

guarantee

a

particular

level

of

income.

The

funds

maintain

a

substantial

allocation

to

equities

both

prior

to

and

after

the

target

date,

which

can

result

in

greater

volatility

over

shorter

time

horizons.

The

views

expressed

reflect

the

opinions

of

T.

Rowe

Price

as

of

the

date

of

this

report

and

are

subject

to

change

based

on

changes

in

market,

economic,

or

other

conditions.

These

views

are

not

intended

to

be

a

forecast

of

future

events

and

are

no

guarantee

of

future

results.

T.

ROWE

PRICE

Retirement

Funds

13

RISKS

OF

INVESTING

The

Retirement

Funds’

investment

in

many

underlying

funds

means

that

they

will

be

exposed

to

the

risks

of

different

areas

of

the

market.

As

with

all

stock

and

bond

mutual

funds,

each

fund’s

share

price

can

fall

because

of

weakness

in

the

stock

or

bond

markets,

a

particular

industry,

or

specific

holdings.

Stock

markets

can

decline

for

many

reasons,

including

adverse

political

or

economic

developments,

changes

in

investor

psychology,

or

heavy

institutional

selling.

The

prospects

for

an

industry

or

company

may

deteriorate

because

of

a

variety

of

factors,

including

disappointing

earnings

or

changes

in

the

competitive

environment.

In

addition,

the

investment

manager’s

assessment

of

companies

held

in

a

fund

may

prove

incorrect,

resulting

in

losses

or

poor

performance

even

in

rising

markets.

Investors

should

note

that

the

higher

a

fund’s

allocation

to

stocks,

the

greater

the

risk.

Bonds

are

subject

to

interest

rate

risk,

the

decline

in

bond

prices

that

usually

accompanies

a

rise

in

interest

rates,

and

credit

risk,

the

chance

that

any

fund

holding

could

have

its

credit

rating

downgraded

or

that

a

bond

issuer

will

default

(fail

to

make

timely

payments

of

interest

or

principal),

potentially

reducing

the

fund’s

income

level

and

share

price.

High

yield

corporate

bonds

could

have

greater

price

declines

than

funds

that

invest

primarily

in

high-

quality

bonds.

Companies

issuing

high

yield

bonds

are

not

as

strong

financially

as

those

with

higher

credit

ratings,

so

the

bonds

are

usually

considered

speculative

investments.

Funds

that

invest

overseas

may

carry

more

risk

than

funds

that

invest

strictly

in

U.S.

assets.

Risks

can

result

from

varying

stages

of

economic

and

political

development;

differing

regulatory

environments,

trading

days,

and

accounting

standards;

and

higher

transaction

costs

of

non-U.S.

markets.

Non-

U.S.

investments

are

also

subject

to

currency

risk,

or

a

decline

in

the

value

of

a

foreign

currency

versus

the

U.S.

dollar,

which

reduces

the

dollar

value

of

securities

denominated

in

that

currency.

For

a

thorough

discussion

of

risks,

please

see

the

prospectus.

BENCHMARK

INFORMATION

S&P

Target

Date

Indexes:

A

series

of

unmanaged

indexes

composed

of

different

allocations

to

stocks,

bonds,

and

short-term

investments

that

reflect

reductions

in

potential

risk

over

time.

Lipper

Averages:

The

averages

of

available

mutual

fund

performance

returns

for

specified

time

periods

in

categories

defined

by

Lipper

Inc.

T.

ROWE

PRICE

Retirement

Funds

14

Note:

Portions

of

the

mutual

fund

information

contained

in

this

report

were

supplied

by

Lipper,

a

Refinitiv

Company,

subject

to

the

following:

Copyright

2022

©

Refinitiv.

All

rights

reserved.

Any

copying,

republication

or

redistribution

of

Lipper

content

is

expressly

prohibited

without

the

prior

written

consent

of

Lipper.

Lipper

shall

not

be

liable

for

any

errors

or

delays

in

the

content,

or

for

any

actions

taken

in

reliance

thereon.

Note:

The

S&P

Target

Date

Indexes

are

products

of

S&P

Dow

Jones

Indices

LLC,

a

division

of

S&P

Global,

or

its

affiliates

(“SPDJI”)

and

has

been

licensed

for

use

by

T.

Rowe

Price.

Standard

&  Poor’s

®

and

S&P

®

 are

registered

trademarks of

Standard

&

Poor’s

Financial

Services

LLC,

a

division

of

S&P

Global (“S&P”);

Dow

Jones

®

is

a

registered

trademark

of

Dow

Jones

Trademark

Holdings

LLC

(“Dow

Jones”);

T.

Rowe

Price

is

not

sponsored,

endorsed,

sold

or

promoted

by

SPDJI,

Dow

Jones,

S&P,

or

their

respective

affiliates,

and

none

of

such

parties

make

any

representation

regarding

the

advisability

of

investing

in

such

product(s)

nor

do

they

have

any

liability

for

any

errors,

omissions,

or

interruptions

of

the

S&P

Target

Date

Indexes.

BENCHMARK

INFORMATION

(continued)

T.

ROWE

PRICE

Retirement

Funds

15

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

11/30/22

Retirement

Balanced

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

4.26‌%

3.94‌%

Equity

Index

500

7.29‌

6.20‌

Growth

Stock

0.96‌

1.86‌

U.S.

Large-Cap

Core

7.29‌

6.82‌

Value

1.49‌

1.41‌

U.S.

Equity

Research

U.S.

Mid-Cap

Stocks

1.33‌ 

1.54‌ 

Mid-Cap

Growth

1.33‌

1.62‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

0.89‌ 

0.63‌ 

New

Horizons

0.89‌

1.05‌

Small-Cap

Stock

0.89‌

0.97‌

Small-Cap

Value

International

Developed

Market

Stocks

3.23‌ 

2.89‌ 

International

Stock

3.23‌

3.05‌

International

Value

Equity

3.23‌

3.31‌

Overseas

Stock

International

Emerging

Market

Stocks

0.86‌ 

1.26‌ 

Emerging

Markets

Discovery

Stock

0.86‌

1.03‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

2.00‌ 

2.02‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

40.03‌ 

39.60‌ 

Core

Fixed

Income

4.00‌ 

4.01‌ 

Dynamic

Global

Bond

6.00‌

5.55‌

International

Bond

(USD

Hedged)

18.00‌

15.10‌

New

Income

Diversifying

Fixed

Income

4.32‌ 

4.21‌ 

Emerging

Markets

Bond

1.30‌

1.92‌

Floating

Rate

3.02‌

3.70‌

High

Yield

20.00‌

19.40‌

Limited

Duration

Inflation

Focused

Bond

3.36‌

3.22‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

0.00‌ 

Cash

and

Collateral

0.00‌

0.01‌

Transition

0.00‌

3.29‌

U.S.

Treasury

Money

0.00‌

0.00‌

U.S.

Treasury

Bills

Total

Bonds

60.00‌ 

60.41‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

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.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Funds

16

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

11/30/22

Retirement

2005

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

4.60‌%

4.31‌%

Equity

Index

500

7.87‌

6.69‌

Growth

Stock

1.03‌

2.01‌

U.S.

Large-Cap

Core

7.87‌

7.37‌

Value

1.61‌

1.53‌

U.S.

Equity

Research

U.S.

Mid-Cap

Stocks

1.44‌ 

1.64‌ 

Mid-Cap

Growth

1.44‌

1.73‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

0.96‌ 

0.71‌ 

New

Horizons

0.96‌

1.15‌

Small-Cap

Stock

0.96‌

1.06‌

Small-Cap

Value

International

Developed

Market

Stocks

3.49‌ 

3.14‌ 

International

Stock

3.49‌

3.25‌

International

Value

Equity

3.49‌

3.59‌

Overseas

Stock

International

Emerging

Market

Stocks

0.92‌ 

1.36‌ 

Emerging

Markets

Discovery

Stock

0.92‌

1.12‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

2.16‌ 

2.14‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

43.21‌ 

42.80‌ 

Core

Fixed

Income

3.99‌ 

3.99‌ 

Dynamic

Global

Bond

5.99‌

5.56‌

International

Bond

(USD

Hedged)

17.96‌

15.02‌

New

Income

Diversifying

Fixed

Income

4.24‌ 

4.10‌ 

Emerging

Markets

Bond

1.27‌

1.89‌

Floating

Rate

2.97‌

3.60‌

High

Yield

16.90‌

16.41‌

Limited

Duration

Inflation

Focused

Bond

3.50‌

3.30‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

0.00‌ 

Cash

and

Collateral

0.00‌

0.01‌

Transition

0.00‌

3.31‌

U.S.

Treasury

Money

0.00‌

0.00‌

U.S.

Treasury

Bills

Total

Bonds

56.82‌ 

57.19‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

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.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Funds

17

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

11/30/22

Retirement

2010

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

4.96‌%

4.58‌%

Equity

Index

500

8.50‌

7.29‌

Growth

Stock

1.12‌

2.17‌

U.S.

Large-Cap

Core

8.50‌

7.97‌

Value

1.74‌

1.65‌

U.S.

Equity

Research

U.S.

Mid-Cap

Stocks

1.55‌ 

1.76‌ 

Mid-Cap

Growth

1.55‌

1.87‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

1.03‌ 

0.77‌ 

New

Horizons

1.03‌

1.24‌

Small-Cap

Stock

1.03‌

1.13‌

Small-Cap

Value

International

Developed

Market

Stocks

3.77‌ 

3.37‌ 

International

Stock

3.77‌

3.52‌

International

Value

Equity

3.77‌

3.94‌

Overseas

Stock

International

Emerging

Market

Stocks

1.00‌ 

1.44‌ 

Emerging

Markets

Discovery

Stock

1.00‌

1.22‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

2.33‌ 

2.34‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

46.65‌ 

46.26‌ 

Core

Fixed

Income

3.85‌ 

3.82‌ 

Dynamic

Global

Bond

5.77‌

5.28‌

International

Bond

(USD

Hedged)

17.30‌

14.42‌

New

Income

Diversifying

Fixed

Income

4.02‌ 

3.87‌ 

Emerging

Markets

Bond

1.21‌

1.78‌

Floating

Rate

2.81‌

3.42‌

High

Yield

14.90‌

14.43‌

Limited

Duration

Inflation

Focused

Bond

3.50‌

3.29‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

0.00‌ 

Cash

and

Collateral

0.00‌

0.01‌

Transition

0.00‌

3.43‌

U.S.

Treasury

Money

0.00‌

0.00‌

U.S.

Treasury

Bills

Total

Bonds

53.36‌ 

53.75‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

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.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Funds

18

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

11/30/22

Retirement

2015

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

5.28‌%

5.24‌%

Equity

Index

500

9.05‌

7.60‌

Growth

Stock

1.19‌

2.31‌

U.S.

Large-Cap

Core

9.05‌

8.54‌

Value

1.85‌

1.71‌

U.S.

Equity

Research

U.S.

Mid-Cap

Stocks

1.65‌ 

1.86‌ 

Mid-Cap

Growth

1.65‌

1.99‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

1.10‌ 

0.80‌ 

New

Horizons

1.10‌

1.32‌

Small-Cap

Stock

1.10‌

1.22‌

Small-Cap

Value

International

Developed

Market

Stocks

4.01‌ 

3.32‌ 

International

Stock

4.01‌

3.67‌

International

Value

Equity

4.01‌

4.11‌

Overseas

Stock

International

Emerging

Market

Stocks

1.06‌ 

1.56‌ 

Emerging

Markets

Discovery

Stock

1.06‌

1.34‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

2.48‌ 

2.41‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

-0.30‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.49‌ 

Stock

Index

Futures*

Total

Stocks

49.65‌ 

49.19‌ 

Core

Fixed

Income

3.75‌ 

3.71‌ 

Dynamic

Global

Bond

5.62‌

5.19‌

International

Bond

(USD

Hedged)

16.85‌

14.03‌

New

Income

Diversifying

Fixed

Income

3.87‌ 

3.72‌ 

Emerging

Markets

Bond

1.16‌

1.72‌

Floating

Rate

2.71‌

3.31‌

High

Yield

12.90‌

12.45‌

Limited

Duration

Inflation

Focused

Bond

3.50‌

3.27‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

-0.16‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

0.13‌ 

Cash

and

Collateral

0.00‌

0.01‌

Transition

0.00‌

3.44‌

U.S.

Treasury

Money

0.00‌

0.00‌

U.S.

Treasury

Bills

Total

Bonds

50.36‌ 

50.82‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

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.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Funds

19

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

11/30/22

Retirement

2020

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

5.66‌%

5.33‌%

Equity

Index

500

9.69‌

8.12‌

Growth

Stock

1.27‌

2.49‌

U.S.

Large-Cap

Core

9.69‌

9.06‌

Value

1.98‌

1.92‌

U.S.

Equity

Research

U.S.

Mid-Cap

Stocks

1.77‌ 

2.11‌ 

Mid-Cap

Growth

1.77‌

2.11‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

1.18‌ 

0.87‌ 

New

Horizons

1.18‌

1.48‌

Small-Cap

Stock

1.18‌

1.28‌

Small-Cap

Value

International

Developed

Market

Stocks

4.30‌ 

3.68‌ 

International

Stock

4.30‌

3.95‌

International

Value

Equity

4.30‌

4.52‌

Overseas

Stock

International

Emerging

Market

Stocks

1.14‌ 

1.70‌ 

Emerging

Markets

Discovery

Stock

1.14‌

1.42‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

2.66‌ 

2.59‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

-0.22‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.26‌ 

Stock

Index

Futures*

Total

Stocks

53.21‌ 

52.67‌ 

Core

Fixed

Income

3.59‌ 

3.53‌ 

Dynamic

Global

Bond

5.39‌

4.93‌

International

Bond

(USD

Hedged)

16.16‌

13.38‌

New

Income

Diversifying

Fixed

Income

3.64‌ 

3.52‌ 

Emerging

Markets

Bond

1.09‌

1.62‌

Floating

Rate

2.54‌

3.13‌

High

Yield

10.90‌

10.46‌

Limited

Duration

Inflation

Focused

Bond

3.50‌

3.26‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

-0.04‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

0.11‌ 

Cash

and

Collateral

0.00‌

0.01‌

Transition

0.00‌

3.30‌

U.S.

Treasury

Money

0.00‌

0.11‌

U.S.

Treasury

Bills

Total

Bonds

46.81‌ 

47.32‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

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.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Funds

20

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

11/30/22

Retirement

2025

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

6.44‌%

6.12‌%

Equity

Index

500

11.02‌

9.22‌

Growth

Stock

1.45‌

2.83‌

U.S.

Large-Cap

Core

11.02‌

10.31‌

Value

2.25‌

2.16‌

U.S.

Equity

Research

U.S.

Mid-Cap

Stocks

2.01‌ 

2.48‌ 

Mid-Cap

Growth

2.01‌

2.37‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

1.34‌ 

1.00‌ 

New

Horizons

1.34‌

1.70‌

Small-Cap

Stock

1.34‌

1.47‌

Small-Cap

Value

International

Developed

Market

Stocks

4.89‌ 

4.23‌ 

International

Stock

4.89‌

4.51‌

International

Value

Equity

4.89‌

5.15‌

Overseas

Stock

International

Emerging

Market

Stocks

1.29‌ 

1.93‌ 

Emerging

Markets

Discovery

Stock

1.29‌

1.68‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

3.03‌ 

2.95‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

-0.37‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.05‌ 

Stock

Index

Futures*

Total

Stocks

60.50‌ 

59.79‌ 

Core

Fixed

Income

3.23‌ 

3.14‌ 

Dynamic

Global

Bond

4.84‌

4.39‌

International

Bond

(USD

Hedged)

14.51‌

11.90‌

New

Income

Diversifying

Fixed

Income

2.97‌ 

2.81‌ 

Emerging

Markets

Bond

0.89‌

1.35‌

Floating

Rate

2.08‌

2.55‌

High

Yield

7.25‌

6.86‌

Limited

Duration

Inflation

Focused

Bond

3.74‌

3.42‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

0.42‌ 

Cash

and

Collateral

0.00‌

0.01‌

Transition

0.00‌

3.29‌

U.S.

Treasury

Money

0.00‌

0.10‌

U.S.

Treasury

Bills

Total

Bonds

39.51‌ 

40.24‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

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.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Funds

21

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

11/30/22

Retirement

2030

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

7.62‌%

7.29‌%

Equity

Index

500

13.05‌

10.84‌

Growth

Stock

1.71‌

3.33‌

U.S.

Large-Cap

Core

13.05‌

12.17‌

Value

2.67‌

2.57‌

U.S.

Equity

Research

U.S.

Mid-Cap

Stocks

2.38‌ 

2.88‌ 

Mid-Cap

Growth

2.38‌

2.84‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

1.59‌ 

1.18‌ 

New

Horizons

1.59‌

1.98‌

Small-Cap

Stock

1.59‌

1.76‌

Small-Cap

Value

International

Developed

Market

Stocks

5.78‌ 

5.01‌ 

International

Stock

5.78‌

5.39‌

International

Value

Equity

5.78‌

6.08‌

Overseas

Stock

International

Emerging

Market

Stocks

1.53‌ 

2.26‌ 

Emerging

Markets

Discovery

Stock

1.53‌

2.01‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

3.58‌ 

3.50‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

-0.44‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.03‌ 

Stock

Index

Futures*

Total

Stocks

71.61‌ 

70.68‌ 

Core

Fixed

Income

2.62‌ 

2.49‌ 

Dynamic

Global

Bond

3.92‌

3.48‌

International

Bond

(USD

Hedged)

11.77‌

9.45‌

New

Income

Diversifying

Fixed

Income

1.99‌ 

1.84‌ 

Emerging

Markets

Bond

0.60‌

0.95‌

Floating

Rate

1.39‌

1.77‌

High

Yield

2.25‌

2.00‌

Limited

Duration

Inflation

Focused

Bond

3.86‌

3.42‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

0.51‌ 

Cash

and

Collateral

0.00‌

0.02‌

Transition

0.00‌

3.30‌

U.S.

Treasury

Money

0.00‌

0.09‌

U.S.

Treasury

Bills

Total

Bonds

28.40‌ 

29.32‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

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.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Funds

22

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

11/30/22

Retirement

2035

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

8.78‌%

8.26‌%

Equity

Index

500

15.03‌

12.35‌

Growth

Stock

1.98‌

3.83‌

U.S.

Large-Cap

Core

15.03‌

13.95‌

Value

3.07‌

2.93‌

U.S.

Equity

Research

U.S.

Mid-Cap

Stocks

2.74‌ 

3.21‌ 

Mid-Cap

Growth

2.74‌

3.30‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

1.83‌ 

1.34‌ 

New

Horizons

1.83‌

2.24‌

Small-Cap

Stock

1.83‌

1.99‌

Small-Cap

Value

International

Developed

Market

Stocks

6.66‌ 

5.72‌ 

International

Stock

6.66‌

6.22‌

International

Value

Equity

6.66‌

6.96‌

Overseas

Stock

International

Emerging

Market

Stocks

1.76‌ 

2.60‌ 

Emerging

Markets

Discovery

Stock

1.76‌

2.29‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

4.13‌ 

3.98‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.06‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.24‌ 

Stock

Index

Futures*

Total

Stocks

82.49‌ 

81.47‌ 

Core

Fixed

Income

1.75‌ 

1.59‌ 

Dynamic

Global

Bond

2.63‌

2.21‌

International

Bond

(USD

Hedged)

7.88‌

6.11‌

New

Income

Diversifying

Fixed

Income

1.06‌ 

0.95‌ 

Emerging

Markets

Bond

0.32‌

0.53‌

Floating

Rate

0.74‌

0.97‌

High

Yield

0.00‌

0.00‌

Limited

Duration

Inflation

Focused

Bond

3.13‌

2.70‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

-0.28‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

0.13‌ 

Cash

and

Collateral

0.00‌

0.02‌

Transition

0.00‌

3.51‌

U.S.

Treasury

Money

0.00‌

0.11‌

U.S.

Treasury

Bills

Total

Bonds

17.51‌ 

18.55‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

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.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Funds

23

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

11/30/22

Retirement

2040

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

9.72‌%

9.11‌%

Equity

Index

500

16.65‌

13.66‌

Growth

Stock

2.19‌

4.24‌

U.S.

Large-Cap

Core

16.65‌

15.40‌

Value

3.40‌

3.25‌

U.S.

Equity

Research

U.S.

Mid-Cap

Stocks

3.04‌ 

3.57‌ 

Mid-Cap

Growth

3.04‌

3.61‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

2.03‌ 

1.48‌ 

New

Horizons

2.03‌

2.47‌

Small-Cap

Stock

2.03‌

2.22‌

Small-Cap

Value

International

Developed

Market

Stocks

7.38‌ 

6.36‌ 

International

Stock

7.38‌

6.90‌

International

Value

Equity

7.38‌

7.72‌

Overseas

Stock

International

Emerging

Market

Stocks

1.95‌ 

2.88‌ 

Emerging

Markets

Discovery

Stock

1.95‌

2.55‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

4.57‌ 

4.40‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.19‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.21‌ 

Stock

Index

Futures*

Total

Stocks

91.39‌ 

90.22‌ 

Core

Fixed

Income

0.86‌ 

0.70‌ 

Dynamic

Global

Bond

1.29‌

0.97‌

International

Bond

(USD

Hedged)

3.87‌

2.68‌

New

Income

Diversifying

Fixed

Income

0.32‌ 

0.26‌ 

Emerging

Markets

Bond

0.05‌

0.13‌

Floating

Rate

0.27‌

0.40‌

High

Yield

0.00‌

0.00‌

Limited

Duration

Inflation

Focused

Bond

1.95‌

1.49‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

-0.37‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

0.13‌ 

Cash

and

Collateral

0.00‌

0.01‌

Transition

0.00‌

3.28‌

U.S.

Treasury

Money

0.00‌

0.10‌

U.S.

Treasury

Bills

Total

Bonds

8.61‌ 

9.78‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

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.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Funds

24

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

11/30/22

Retirement

2045

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

10.23‌%

9.53‌%

Equity

Index

500

17.51‌

14.35‌

Growth

Stock

2.30‌

4.46‌

U.S.

Large-Cap

Core

17.51‌

16.16‌

Value

3.58‌

3.38‌

U.S.

Equity

Research

U.S.

Mid-Cap

Stocks

3.20‌ 

3.69‌ 

Mid-Cap

Growth

3.20‌

3.80‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

2.13‌ 

1.53‌ 

New

Horizons

2.13‌

2.56‌

Small-Cap

Stock

2.13‌

2.30‌

Small-Cap

Value

International

Developed

Market

Stocks

7.76‌ 

6.67‌ 

International

Stock

7.76‌

7.21‌

International

Value

Equity

7.76‌

8.11‌

Overseas

Stock

International

Emerging

Market

Stocks

2.05‌ 

3.01‌ 

Emerging

Markets

Discovery

Stock

2.05‌

2.67‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

4.81‌ 

4.58‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.61‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.26‌ 

Stock

Index

Futures*

Total

Stocks

96.11‌ 

94.88‌ 

Core

Fixed

Income

0.39‌ 

0.24‌ 

Dynamic

Global

Bond

0.59‌

0.35‌

International

Bond

(USD

Hedged)

1.76‌

0.99‌

New

Income

Diversifying

Fixed

Income

0.00‌ 

0.00‌ 

Emerging

Markets

Bond

0.00‌

0.00‌

Floating

Rate

0.00‌

0.00‌

High

Yield

0.00‌

0.00‌

Limited

Duration

Inflation

Focused

Bond

1.17‌

0.65‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

-0.81‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

0.14‌ 

Cash

and

Collateral

0.00‌

0.02‌

Transition

0.00‌

3.45‌

U.S.

Treasury

Money

0.00‌

0.11‌

U.S.

Treasury

Bills

Total

Bonds

3.91‌ 

5.14‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

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.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Funds

25

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

11/30/22

Retirement

2050

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

10.39‌%

9.70‌%

Equity

Index

500

17.78‌

14.56‌

Growth

Stock

2.34‌

4.52‌

U.S.

Large-Cap

Core

17.78‌

16.40‌

Value

3.64‌

3.44‌

U.S.

Equity

Research

U.S.

Mid-Cap

Stocks

3.25‌ 

3.76‌ 

Mid-Cap

Growth

3.25‌

3.84‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

2.16‌ 

1.58‌ 

New

Horizons

2.16‌

2.56‌

Small-Cap

Stock

2.16‌

2.36‌

Small-Cap

Value

International

Developed

Market

Stocks

7.88‌ 

6.76‌ 

International

Stock

7.88‌

7.32‌

International

Value

Equity

7.88‌

8.20‌

Overseas

Stock

International

Emerging

Market

Stocks

2.09‌ 

3.01‌ 

Emerging

Markets

Discovery

Stock

2.09‌

2.68‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

4.88‌ 

4.65‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.53‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.42‌ 

Stock

Index

Futures*

Total

Stocks

97.61‌ 

96.29‌ 

Core

Fixed

Income

0.24‌ 

0.11‌ 

Dynamic

Global

Bond

0.36‌

0.15‌

International

Bond

(USD

Hedged)

1.08‌

0.43‌

New

Income

Diversifying

Fixed

Income

0.00‌ 

0.00‌ 

Emerging

Markets

Bond

0.00‌

0.00‌

Floating

Rate

0.00‌

0.00‌

High

Yield

0.00‌

0.00‌

Limited

Duration

Inflation

Focused

Bond

0.72‌

0.27‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

-0.89‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

0.13‌ 

Cash

and

Collateral

0.00‌

0.01‌

Transition

0.00‌

3.38‌

U.S.

Treasury

Money

0.00‌

0.11‌

U.S.

Treasury

Bills

Total

Bonds

2.40‌ 

3.70‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

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.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Funds

26

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

11/30/22

Retirement

2055

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

10.43‌%

9.84‌%

Equity

Index

500

17.86‌

14.66‌

Growth

Stock

2.35‌

4.56‌

U.S.

Large-Cap

Core

17.86‌

16.67‌

Value

3.65‌

3.44‌

U.S.

Equity

Research

U.S.

Mid-Cap

Stocks

3.26‌ 

3.79‌ 

Mid-Cap

Growth

3.26‌

3.95‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

2.17‌ 

1.62‌ 

New

Horizons

2.17‌

2.60‌

Small-Cap

Stock

2.17‌

2.41‌

Small-Cap

Value

International

Developed

Market

Stocks

7.91‌ 

6.93‌ 

International

Stock

7.91‌

7.47‌

International

Value

Equity

7.91‌

8.29‌

Overseas

Stock

International

Emerging

Market

Stocks

2.10‌ 

3.03‌ 

Emerging

Markets

Discovery

Stock

2.10‌

2.79‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

4.90‌ 

4.75‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

98.01‌ 

96.80‌ 

Core

Fixed

Income

0.20‌ 

0.11‌ 

Dynamic

Global

Bond

0.30‌

0.15‌

International

Bond

(USD

Hedged)

0.90‌

0.44‌

New

Income

Diversifying

Fixed

Income

0.00‌ 

0.00‌ 

Emerging

Markets

Bond

0.00‌

0.00‌

Floating

Rate

0.00‌

0.00‌

High

Yield

0.00‌

0.00‌

Limited

Duration

Inflation

Focused

Bond

0.60‌

0.27‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

-0.69‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

0.00‌ 

Cash

and

Collateral

0.00‌

0.01‌

Transition

0.00‌

2.81‌

U.S.

Treasury

Money

0.00‌

0.10‌

U.S.

Treasury

Bills

Total

Bonds

2.00‌ 

3.20‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

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.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Funds

27

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

11/30/22

Retirement

2060

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

10.43‌%

9.93‌%

Equity

Index

500

17.86‌

14.65‌

Growth

Stock

2.35‌

4.55‌

U.S.

Large-Cap

Core

17.86‌

16.62‌

Value

3.65‌

3.44‌

U.S.

Equity

Research

U.S.

Mid-Cap

Stocks

3.26‌ 

3.77‌ 

Mid-Cap

Growth

3.26‌

3.90‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

2.17‌ 

1.64‌ 

New

Horizons

2.17‌

2.60‌

Small-Cap

Stock

2.17‌

2.40‌

Small-Cap

Value

International

Developed

Market

Stocks

7.91‌ 

7.04‌ 

International

Stock

7.91‌

7.44‌

International

Value

Equity

7.91‌

8.25‌

Overseas

Stock

International

Emerging

Market

Stocks

2.10‌ 

3.04‌ 

Emerging

Markets

Discovery

Stock

2.10‌

2.74‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

4.90‌ 

4.74‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

98.01‌ 

96.75‌ 

Core

Fixed

Income

0.20‌ 

0.11‌ 

Dynamic

Global

Bond

0.30‌

0.17‌

International

Bond

(USD

Hedged)

0.90‌

0.44‌

New

Income

Diversifying

Fixed

Income

0.00‌ 

0.00‌ 

Emerging

Markets

Bond

0.00‌

0.00‌

Floating

Rate

0.00‌

0.00‌

High

Yield

0.00‌

0.01‌

Limited

Duration

Inflation

Focused

Bond

0.60‌

0.27‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

-0.44‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

0.00‌ 

Cash

and

Collateral

0.00‌

0.01‌

Transition

0.00‌

2.54‌

U.S.

Treasury

Money

0.00‌

0.13‌

U.S.

Treasury

Bills

Total

Bonds

2.00‌ 

3.24‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

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.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Funds

28

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

11/30/22

Retirement

2065

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

10.42‌%

10.04‌%

Equity

Index

500

17.86‌

14.72‌

Growth

Stock

2.35‌

4.53‌

U.S.

Large-Cap

Core

17.86‌

16.53‌

Value

3.65‌

3.42‌

U.S.

Equity

Research

U.S.

Mid-Cap

Stocks

3.26‌ 

3.79‌ 

Mid-Cap

Growth

3.26‌

3.90‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

2.17‌ 

1.61‌ 

New

Horizons

2.17‌

2.58‌

Small-Cap

Stock

2.17‌

2.38‌

Small-Cap

Value

International

Developed

Market

Stocks

7.91‌ 

7.04‌ 

International

Stock

7.91‌

7.40‌

International

Value

Equity

7.91‌

8.37‌

Overseas

Stock

International

Emerging

Market

Stocks

2.10‌ 

3.21‌ 

Emerging

Markets

Discovery

Stock

2.10‌

2.52‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

4.90‌ 

4.76‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

98.00‌ 

96.80‌ 

Core

Fixed

Income

0.20‌ 

0.11‌ 

Dynamic

Global

Bond

0.30‌

0.16‌

International

Bond

(USD

Hedged)

0.90‌

0.44‌

New

Income

Diversifying

Fixed

Income

0.00‌ 

0.00‌ 

Emerging

Markets

Bond

0.00‌

0.00‌

Floating

Rate

0.00‌

0.00‌

High

Yield

0.00‌

0.00‌

Limited

Duration

Inflation

Focused

Bond

0.60‌

0.28‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

0.00‌ 

Cash

and

Collateral

0.00‌

0.01‌

Transition

0.00‌

2.21‌

U.S.

Treasury

Money

0.00‌

0.00‌

U.S.

Treasury

Bills

Total

Bonds

2.00‌ 

3.21‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

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.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Funds

29

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

BALANCED

FUND

Note:

Performance

for

the

Advisor

and

R Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

11/30/22

1

Year

5

Years

10

Years

Retirement

Balanced

Fund

–

.

-9.93‌%

3.78‌%

4.79‌%

Retirement

Balanced

Fund–

.

Advisor  Class

-10.09‌

3.52‌

4.54‌

Retirement

Balanced

Fund–

.

R  Class

-10.32‌

3.27‌

4.28‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Funds

30

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

2005

FUND

Note:

Performance

for

the

Advisor

and

R Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

11/30/22

1

Year

5

Years

10

Years

Retirement

2005

Fund

–

.

-10.32‌%

3.53‌%

4.87‌%

Retirement

2005

Fund–

.

Advisor  Class

-10.50‌

3.29‌

4.61‌

Retirement

2005

Fund–

.

R  Class

-10.81‌

3.02‌

4.34‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Funds

31

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

2010

FUND

Note:

Performance

for

the

Advisor

and

R Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

11/30/22

1

Year

5

Years

10

Years

Retirement

2010

Fund

–

.

-10.45‌%

3.86‌%

5.40‌%

Retirement

2010

Fund–

.

Advisor  Class

-10.65‌

3.61‌

5.15‌

Retirement

2010

Fund–

.

R  Class

-10.92‌

3.34‌

4.88‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Funds

32

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

2015

FUND

Note:

Performance

for

the

Advisor

and

R Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

11/30/22

1

Year

5

Years

10

Years

Retirement

2015

Fund

–

.

-10.53‌%

4.19‌%

6.14‌%

Retirement

2015

Fund–

.

Advisor  Class

-10.75‌

3.94‌

5.89‌

Retirement

2015

Fund–

.

R  Class

-10.95‌

3.68‌

5.62‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Funds

33

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

2020

FUND

Note:

Performance

for

the

Advisor

and

R Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

11/30/22

1

Year

5

Years

10

Years

Retirement

2020

Fund

–

.

-10.75‌%

4.58‌%

6.92‌%

Retirement

2020

Fund–

.

Advisor  Class

-10.94‌

4.33‌

6.65‌

Retirement

2020

Fund–

.

R  Class

-11.16‌

4.07‌

6.38‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Funds

34

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

2025

FUND

Note:

Performance

for

the

Advisor

and

R Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

11/30/22

1

Year

5

Years

10

Years

Retirement

2025

Fund

–

.

-11.32‌%

5.06‌%

7.65‌%

Retirement

2025

Fund–

.

Advisor  Class

-11.52‌

4.81‌

7.39‌

Retirement

2025

Fund–

.

R  Class

-11.77‌

4.54‌

7.12‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Funds

35

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

2030

FUND

Note:

Performance

for

the

Advisor

and

R Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

11/30/22

1

Year

5

Years

10

Years

Retirement

2030

Fund

–

.

-12.06‌%

5.47‌%

8.30‌%

Retirement

2030

Fund–

.

Advisor  Class

-12.26‌

5.22‌

8.03‌

Retirement

2030

Fund–

.

R  Class

-12.46‌

4.96‌

7.76‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Funds

36

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

2035

FUND

Note:

Performance

for

the

Advisor

and

R Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

11/30/22

1

Year

5

Years

10

Years

Retirement

2035

Fund

–

.

-12.53‌%

5.86‌%

8.82‌%

Retirement

2035

Fund–

.

Advisor  Class

-12.78‌

5.60‌

8.54‌

Retirement

2035

Fund–

.

R  Class

-12.97‌

5.34‌

8.27‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Funds

37

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

2040

FUND

Note:

Performance

for

the

Advisor

and

R Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

11/30/22

1

Year

5

Years

10

Years

Retirement

2040

Fund

–

.

-12.93‌%

6.22‌%

9.21‌%

Retirement

2040

Fund–

.

Advisor  Class

-13.18‌

5.95‌

8.93‌

Retirement

2040

Fund–

.

R  Class

-13.37‌

5.69‌

8.66‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Funds

38

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

2045

FUND

Note:

Performance

for

the

Advisor

and

R Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

11/30/22

1

Year

5

Years

10

Years

Retirement

2045

Fund

–

.

-12.90‌%

6.50‌%

9.40‌%

Retirement

2045

Fund–

.

Advisor  Class

-13.15‌

6.23‌

9.12‌

Retirement

2045

Fund–

.

R  Class

-13.37‌

5.97‌

8.85‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Funds

39

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

2050

FUND

Note:

Performance

for

the

Advisor

and

R Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

11/30/22

1

Year

5

Years

10

Years

Retirement

2050

Fund

–

.

-12.87‌%

6.53‌%

9.41‌%

Retirement

2050

Fund–

.

Advisor  Class

-13.10‌

6.26‌

9.14‌

Retirement

2050

Fund–

.

R  Class

-13.33‌

5.99‌

8.86‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Funds

40

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

2055

FUND

Note:

Performance

for

the

Advisor

and

R Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

11/30/22

1

Year

5

Years

10

Years

Retirement

2055

Fund

–

.

-12.90‌%

6.48‌%

9.38‌%

Retirement

2055

Fund–

.

Advisor  Class

-13.18‌

6.20‌

9.10‌

Retirement

2055

Fund–

.

R  Class

-13.37‌

5.95‌

8.84‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Funds

41

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

2060

FUND

Note:

Performance

for

the

Advisor

and

R Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

11/30/22

1

Year

5

Years

Since

Inception

6/23/14

Retirement

2060

Fund

–

.

-12.93‌%

6.48‌%

7.22‌%

Retirement

2060

Fund–

.

Advisor  Class

-13.16‌

6.22‌

6.95‌

Retirement

2060

Fund–

.

R  Class

-13.36‌

5.95‌

6.69‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Funds

42

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

2065

FUND

Note:

Performance

for

the

Advisor

and

R Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

11/30/22

1

Year

Since

Inception

10/13/20

Retirement

2065

Fund

–

.

-12.90‌%

4.93‌%

Retirement

2065

Fund–

.

Advisor  Class

-13.04‌

4.69‌

Retirement

2065

Fund–

.

R  Class

-13.25‌

4.42‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Funds

43

EXPENSE

RATIO

Retirement

Balanced

Fund

0.49‌%

Retirement

Balanced

Fund–Advisor

Class

0.74‌ 

Retirement

Balanced

Fund–R

Class

0.99‌ 

Retirement

2005

Fund

0.49‌ 

Retirement

2005

Fund–Advisor

Class

0.74‌ 

Retirement

2005

Fund–R

Class

0.99‌ 

Retirement

2010

Fund

0.49‌ 

Retirement

2010

Fund–Advisor

Class

0.74‌ 

Retirement

2010

Fund–R

Class

0.99‌ 

Retirement

2015

Fund

0.51‌ 

Retirement

2015

Fund–Advisor

Class

0.76‌ 

Retirement

2015

Fund–R

Class

1.01‌ 

Retirement

2020

Fund

0.53‌ 

Retirement

2020

Fund–Advisor

Class

0.78‌ 

Retirement

2020

Fund–R

Class

1.03‌ 

Retirement

2025

Fund

0.55‌ 

Retirement

2025

Fund–Advisor

Class

0.80‌ 

Retirement

2025

Fund–R

Class

1.05‌ 

Retirement

2030

Fund

0.58‌ 

Retirement

2030

Fund–Advisor

Class

0.83‌ 

Retirement

2030

Fund–R

Class

1.08‌ 

Retirement

2035

Fund

0.59‌ 

Retirement

2035

Fund–Advisor

Class

0.84‌ 

Retirement

2035

Fund–R

Class

1.09‌ 

Retirement

2040

Fund

0.60‌ 

Retirement

2040

Fund–Advisor

Class

0.85‌ 

Retirement

2040

Fund–R

Class

1.10‌ 

The

expense

ratios

shown

are

as

of

the

funds’

most

recent

prospectus.

These

numbers

may

vary

from

the

expense

ratios

shown

elsewhere

in

this

report

because

they

are

based

on

a

different

time

period

and,

if

applicable,

include

acquired

fund

fees

and

expenses

but

do

not

include

fee

or

expense

waivers.

T.

ROWE

PRICE

Retirement

Funds

44

Retirement

2045

Fund

0.62‌%

Retirement

2045

Fund–Advisor

Class

0.87‌ 

Retirement

2045

Fund–R

Class

1.12‌ 

Retirement

2050

Fund

0.63‌ 

Retirement

2050

Fund–Advisor

Class

0.88‌ 

Retirement

2050

Fund–R

Class

1.13‌ 

Retirement

2055

Fund

0.64‌ 

Retirement

2055

Fund–Advisor

Class

0.89‌ 

Retirement

2055

Fund–R

Class

1.14‌ 

Retirement

2060

Fund

0.64‌ 

Retirement

2060

Fund–Advisor

Class

0.89‌ 

Retirement

2060

Fund–R

Class

1.14‌ 

Retirement

2065

Fund

0.64‌ 

Retirement

2065

Fund–Advisor

Class

0.89‌ 

Retirement

2065

Fund–R

Class

1.14‌ 

The

expense

ratios

shown

are

as

of

the

funds’

most

recent

prospectus.

These

numbers

may

vary

from

the

expense

ratios

shown

elsewhere

in

this

report

because

they

are

based

on

a

different

time

period

and,

if

applicable,

include

acquired

fund

fees

and

expenses

but

do

not

include

fee

or

expense

waivers.

EXPENSE

RATIO

(CONTINUED)

T.

ROWE

PRICE

Retirement

Funds

45

FUND

EXPENSE

EXAMPLE

As

a

mutual

fund

shareholder,

you

may

incur

two

types

of

costs:

(1)

transaction

costs,

such

as

redemption

fees

or

sales

loads,

and

(2)

ongoing

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

fund

expenses.

The

following

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

most

recent

six-month

period

and

held

for

the

entire

period.

Please

note

that

the

fund

has

three

share

classes:

The

original

share

class

(Investor

Class)

charges

no

distribution

and

service

(12b-1)

fee;

Advisor

Class

shares

are

offered

only

through

unaffiliated

brokers

and

other

financial

intermediaries

and

charge

a

0.25%

12b-1

fee;

and

R

Class

shares

are

available

to

retirement

plans

serviced

by

intermediaries

and

charge

a

0.50%

12b-1

fee.

Each

share

class

is

presented

separately

in

the

table.

Actual

Expenses

The

first

line

of

the

following

table

(Actual)

provides

information

about

actual

account

values

and

expenses

based

on

the

fund’s

actual

returns.

You

may

use

the

information

on

this

line,

together

with

your

account

balance,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

on

the

first

line

under

the

heading

"Expenses

Paid

During

Period"

to

estimate

the

expenses

you

paid

on

your

account

during

this

period.

Hypothetical

Example

for

Comparison

Purposes

The

information

on

the

second

line

of

the

table

(Hypothetical)

is

based

on

hypothetical

account

values

and

expenses

derived

from

the

fund’s

actual

expense

ratio

and

an

assumed

5%

per

year

rate

of

return

before

expenses

(not

the

fund’s

actual

return).

You

may

compare

the

ongoing

costs

of

investing

in

the

fund

with

other

funds

by

contrasting

this

5%

hypothetical

example

and

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

Note:

T.

Rowe

Price

charges

an

annual

account

service

fee

of

$20,

generally

for

accounts

with

less

than

$10,000.

The

fee

is

waived

for

any

investor

whose

T.

Rowe

Price

mutual

fund

accounts

total

$50,000

or

more;

accounts

electing

to

receive

electronic

delivery

of

account

statements,

transaction

confirmations,

prospectuses,

and

shareholder

reports;

or

accounts

of

an

investor

who

is

a

T.

Rowe

Price

Personal

Services

or

Enhanced

Personal

Services

client

(enrollment

in

these

programs

generally

requires

T.

Rowe

Price

assets

of

at

least

$250,000).

This

fee

is

not

included

in

the

accompanying

table.

If

you

are

subject

to

the

fee,

keep

it

in

mind

when

you

are

estimating

the

ongoing

expenses

of

investing

in

the

fund

and

when

comparing

the

expenses

of

this

fund

with

other

funds.

You

should

also

be

aware

that

the

expenses

shown

in

the

table

highlight

only

your

ongoing

costs

and

do

not

reflect

any

transaction

costs,

such

as

redemption

fees

or

sales

loads.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

To

the

extent

a

fund

charges

transaction

costs,

however,

the

total

cost

of

owning

that

fund

is

higher.

T.

ROWE

PRICE

Retirement

Funds

46

RETIREMENT

BALANCED

FUND

Beginning

Account

Value

6/1/22

Ending

Account

Value

11/30/22

Expenses

Paid

During

Period*

6/1/22

to

11/30/22

Investor

Class

Actual

$1,000.00

$972.70

$2.42

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.61

  2.48

Advisor

Class

Actual

  1,000.00

  971.50

  3.66

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.36

  3.75

R

Class

Actual

  1,000.00

  971.00

  4.89

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.10

  5.01

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(183),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.49%,

the

2

Advisor Class

was

0.74%,

and

the

3

R

Class

was

0.99%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Funds

47

RETIREMENT

2005

FUND

Beginning

Account

Value

6/1/22

Ending

Account

Value

11/30/22

Expenses

Paid

During

Period*

6/1/22

to

11/30/22

Investor

Class

Actual

$1,000.00

$973.50

$2.42

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.61

  2.48

Advisor

Class

Actual

  1,000.00

  972.50

  3.66

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.36

  3.75

R

Class

Actual

  1,000.00

  970.30

  4.89

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.10

  5.01

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(183),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.49%,

the

2

Advisor Class

was

0.74%,

and

the

3

R

Class

was

0.99%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Funds

48

RETIREMENT

2010

FUND

Beginning

Account

Value

6/1/22

Ending

Account

Value

11/30/22

Expenses

Paid

During

Period*

6/1/22

to

11/30/22

Investor

Class

Actual

$1,000.00

$974.10

$2.42

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.61

  2.48

Advisor

Class

Actual

  1,000.00

  973.30

  3.66

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.36

  3.75

R

Class

Actual

  1,000.00

  971.80

  4.89

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.10

  5.01

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(183),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.49%,

the

2

Advisor Class

was

0.74%,

and

the

3

R

Class

was

0.99%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Funds

49

RETIREMENT

2015

FUND

Beginning

Account

Value

6/1/22

Ending

Account

Value

11/30/22

Expenses

Paid

During

Period*

6/1/22

to

11/30/22

Investor

Class

Actual

$1,000.00

$974.40

$2.52

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.51

  2.59

Advisor

Class

Actual

  1,000.00

  973.50

  3.76

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.26

  3.85

R

Class

Actual

  1,000.00

  972.40

  4.99

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.00

  5.11

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(183),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.51%,

the

2

Advisor Class

was

0.76%,

and

the

3

R

Class

was

1.01%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Funds

50

RETIREMENT

2020

FUND

Beginning

Account

Value

6/1/22

Ending

Account

Value

11/30/22

Expenses

Paid

During

Period*

6/1/22

to

11/30/22

Investor

Class

Actual

$1,000.00

$975.40

$2.62

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.41

  2.69

Advisor

Class

Actual

  1,000.00

  974.20

  3.86

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.16

  3.95

R

Class

Actual

  1,000.00

  973.30

  5.10

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.90

  5.22

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(183),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.53%,

the

2

Advisor Class

was

0.78%,

and

the

3

R

Class

was

1.03%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Funds

51

RETIREMENT

2025

FUND

Beginning

Account

Value

6/1/22

Ending

Account

Value

11/30/22

Expenses

Paid

During

Period*

6/1/22

to

11/30/22

Investor

Class

Actual

$1,000.00

$976.40

$2.72

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.31

  2.79

Advisor

Class

Actual

  1,000.00

  975.00

  3.96

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.06

  4.05

R

Class

Actual

  1,000.00

  973.50

  5.19

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.80

  5.32

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(183),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.55%,

the

2

Advisor Class

was

0.80%,

and

the

3

R

Class

was

1.05%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Funds

52

RETIREMENT

2030

FUND

Beginning

Account

Value

6/1/22

Ending

Account

Value

11/30/22

Expenses

Paid

During

Period*

6/1/22

to

11/30/22

Investor

Class

Actual

$1,000.00

$978.00

$2.88

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.16

  2.94

Advisor

Class

Actual

  1,000.00

  976.90

  4.11

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.91

  4.20

R

Class

Actual

  1,000.00

  975.50

  5.35

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.65

  5.47

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(183),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.58%,

the

2

Advisor Class

was

0.83%,

and

the

3

R

Class

was

1.08%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Funds

53

RETIREMENT

2035

FUND

Beginning

Account

Value

6/1/22

Ending

Account

Value

11/30/22

Expenses

Paid

During

Period*

6/1/22

to

11/30/22

Investor

Class

Actual

$1,000.00

$980.80

$2.93

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.11

  2.99

Advisor

Class

Actual

  1,000.00

  979.20

  4.17

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.86

  4.26

R

Class

Actual

  1,000.00

  978.30

  5.41

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.60

  5.52

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(183),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.59%,

the

2

Advisor Class

was

0.84%,

and

the

3

R

Class

was

1.09%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Funds

54

RETIREMENT

2040

FUND

Beginning

Account

Value

6/1/22

Ending

Account

Value

11/30/22

Expenses

Paid

During

Period*

6/1/22

to

11/30/22

Investor

Class

Actual

$1,000.00

$981.90

$2.98

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.06

  3.04

Advisor

Class

Actual

  1,000.00

  980.60

  4.22

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.81

  4.31

R

Class

Actual

  1,000.00

  979.70

  5.46

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.55

  5.57

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(183),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.60%,

the

2

Advisor Class

was

0.85%,

and

the

3

R

Class

was

1.10%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Funds

55

RETIREMENT

2045

FUND

Beginning

Account

Value

6/1/22

Ending

Account

Value

11/30/22

Expenses

Paid

During

Period*

6/1/22

to

11/30/22

Investor

Class

Actual

$1,000.00

$984.30

$3.08

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.96

  3.14

Advisor

Class

Actual

  1,000.00

  982.60

  4.32

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.71

  4.41

R

Class

Actual

  1,000.00

  981.30

  5.56

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.45

  5.67

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(183),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.62%,

the

2

Advisor Class

was

0.87%,

and

the

3

R

Class

was

1.12%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Funds

56

RETIREMENT

2050

FUND

Beginning

Account

Value

6/1/22

Ending

Account

Value

11/30/22

Expenses

Paid

During

Period*

6/1/22

to

11/30/22

Investor

Class

Actual

$1,000.00

$985.10

$3.14

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.91

  3.19

Advisor

Class

Actual

  1,000.00

  983.60

  4.38

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.66

  4.46

R

Class

Actual

  1,000.00

  982.20

  5.62

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.40

  5.72

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(183),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.63%,

the

2

Advisor Class

was

0.88%,

and

the

3

R

Class

was

1.13%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Funds

57

RETIREMENT

2055

FUND

Beginning

Account

Value

6/1/22

Ending

Account

Value

11/30/22

Expenses

Paid

During

Period*

6/1/22

to

11/30/22

Investor

Class

Actual

$1,000.00

$984.40

$3.18

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.86

  3.24

Advisor

Class

Actual

  1,000.00

  982.50

  4.42

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.61

  4.51

R

Class

Actual

  1,000.00

  981.70

  5.66

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.35

  5.77

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(183),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.64%,

the

2

Advisor Class

was

0.89%,

and

the

3

R

Class

was

1.14%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Funds

58

RETIREMENT

2060

FUND

Beginning

Account

Value

6/1/22

Ending

Account

Value

11/30/22

Expenses

Paid

During

Period*

6/1/22

to

11/30/22

Investor

Class

Actual

$1,000.00

$983.80

$3.18

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.86

  3.24

Advisor

Class

Actual

  1,000.00

  983.00

  4.42

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.61

  4.51

R

Class

Actual

  1,000.00

  982.10

  5.66

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.35

  5.77

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(183),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.64%,

the

2

Advisor Class

was

0.89%,

and

the

3

R

Class

was

1.14%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Funds

59

RETIREMENT

2065

FUND

Beginning

Account

Value

6/1/22

Ending

Account

Value

11/30/22

Expenses

Paid

During

Period*

6/1/22

to

11/30/22

Investor

Class

Actual

$1,000.00

$983.30

$3.18

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.86

  3.24

Advisor

Class

Actual

  1,000.00

  983.20

  4.42

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.61

  4.51

R

Class

Actual

  1,000.00

  981.30

  5.66

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.35

  5.77

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(183),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.64%,

the

2

Advisor Class

was

0.89%,

and

the

3

R

Class

was

1.14%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Funds

60

QUARTER-END

RETURNS

Periods

Ended

9/30/22

1

Year

5

Years

10

Years

Since

Inception

Inception

Date

Retirement

Balanced

Fund

–

.

-15.01‌%

2.74‌%

4.13‌%

–‌

–

Retirement

Balanced

Fund–

.

Advisor  Class

-15.22‌ 

2.49‌ 

3.88‌ 

–‌

–

Retirement

Balanced

Fund–

.

R  Class

-15.38‌ 

2.24‌ 

3.62‌ 

–‌

–

Retirement

2005

Fund

–

.

-15.68‌ 

2.43‌ 

4.18‌ 

–‌

–

Retirement

2005

Fund–

.

Advisor  Class

-15.87‌ 

2.17‌ 

3.92‌ 

–‌

–

Retirement

2005

Fund–

.

R  Class

-16.13‌ 

1.91‌ 

3.66‌ 

–‌

–

Retirement

2010

Fund

–

.

-16.07‌ 

2.70‌ 

4.67‌ 

–‌

–

Retirement

2010

Fund–

.

Advisor  Class

-16.29‌ 

2.44‌ 

4.41‌ 

–‌

–

Retirement

2010

Fund–

.

R  Class

-16.42‌ 

2.20‌ 

4.15‌ 

–‌

–

Retirement

2015

Fund

–

.

-16.31‌ 

3.05‌ 

5.37‌ 

–‌

–

Retirement

2015

Fund–

.

Advisor  Class

-16.47‌ 

2.80‌ 

5.11‌ 

–‌

–

Retirement

2015

Fund–

.

R  Class

-16.73‌ 

2.53‌ 

4.84‌ 

–‌

–

Retirement

2020

Fund

–

.

-16.77‌ 

3.43‌ 

6.09‌ 

–‌

–

Retirement

2020

Fund–

.

Advisor  Class

-17.00‌ 

3.18‌ 

5.83‌ 

–‌

–

Retirement

2020

Fund–

.

R  Class

-17.19‌ 

2.92‌ 

5.56‌ 

–‌

–

Retirement

2025

Fund

–

.

-17.82‌ 

3.81‌ 

6.74‌ 

–‌

–

Retirement

2025

Fund–

.

Advisor  Class

-18.00‌ 

3.56‌ 

6.47‌ 

–‌

–

Retirement

2025

Fund–

.

R  Class

-18.22‌ 

3.29‌ 

6.21‌ 

–‌

–

Retirement

2030

Fund

–

.

-19.29‌ 

4.05‌ 

7.25‌ 

–‌

–

Retirement

2030

Fund–

.

Advisor  Class

-19.51‌ 

3.79‌ 

6.98‌ 

–‌

–

Retirement

2030

Fund–

.

R  Class

-19.71‌ 

3.53‌ 

6.71‌ 

–‌

–

Retirement

2035

Fund

–

.

-20.67‌ 

4.22‌ 

7.62‌ 

–‌

–

T.

ROWE

PRICE

Retirement

Funds

61

Periods

Ended

9/30/22

1

Year

5

Years

10

Years

Since

Inception

Inception

Date

Retirement

2035

Fund–

.

Advisor  Class

-20.83‌%

3.97‌%

7.35‌%

–‌

–

Retirement

2035

Fund–

.

R  Class

-21.03‌ 

3.70‌ 

7.08‌ 

–‌

–

Retirement

2040

Fund

–

.

-21.72‌ 

4.41‌ 

7.90‌ 

–‌

–

Retirement

2040

Fund–

.

Advisor  Class

-21.92‌ 

4.15‌ 

7.64‌ 

–‌

–

Retirement

2040

Fund–

.

R  Class

-22.12‌ 

3.89‌ 

7.36‌ 

–‌

–

Retirement

2045

Fund

–

.

-22.06‌ 

4.60‌ 

8.04‌ 

–‌

–

Retirement

2045

Fund–

.

Advisor  Class

-22.24‌ 

4.35‌ 

7.77‌ 

–‌

–

Retirement

2045

Fund–

.

R  Class

-22.43‌ 

4.09‌ 

7.50‌ 

–‌

–

Retirement

2050

Fund

–

.

-22.14‌ 

4.59‌ 

8.03‌ 

–‌

–

Retirement

2050

Fund–

.

Advisor  Class

-22.36‌ 

4.31‌ 

7.76‌ 

–‌

–

Retirement

2050

Fund–

.

R  Class

-22.56‌ 

4.06‌ 

7.49‌ 

–‌

–

Retirement

2055

Fund

–

.

-22.25‌ 

4.53‌ 

7.99‌ 

–‌

–

Retirement

2055

Fund–

.

Advisor  Class

-22.45‌ 

4.27‌ 

7.72‌ 

–‌

–

Retirement

2055

Fund–

.

R  Class

-22.60‌ 

4.01‌ 

7.46‌ 

–‌

–

Retirement

2060

Fund

–

.

-22.27‌ 

4.53‌ 

–‌

5.70‌%

6/23/14

Retirement

2060

Fund–

.

Advisor  Class

-22.44‌ 

4.26‌ 

–‌

5.44‌ 

6/23/14

Retirement

2060

Fund–

.

R  Class

-22.63‌ 

4.01‌ 

–‌

5.17‌ 

6/23/14

Retirement

2065

Fund

–

.

-22.06‌ 

–‌

–‌

-1.32‌ 

10/13/20

Retirement

2065

Fund–

.

Advisor  Class

-22.27‌ 

–‌

–‌

-1.59‌ 

10/13/20

Retirement

2065

Fund–

.

R  Class

-22.48‌ 

–‌

–‌

-1.84‌ 

10/13/20

QUARTER-END

RETURNS

(continued)

T.

ROWE

PRICE

Retirement

Funds

62

The

funds’

performance

information

represents

only

past

performance

and

is

not

necessarily

an

indication

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

cited.

Share

price,

principal

value,

and

return

will

vary,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

For

the

most

recent

month-end

performance,

please

visit

our

website

(troweprice.com)

or

contact

a

T.

Rowe

Price

representative

at

1

-

800

-

225

-

5132

or,

for

2

Advisor

and

3

R

Class

shares,

1-800-638-8790

.

This

table

provides

returns

through

the

most

recent

calendar

quarter-end

rather

than

through

the

end

of

the

funds’

fiscal

period.

It

shows

how

each

class

would

have

performed

each

year

if

their

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Average

annual

total

return

figures

include

changes

in

principal

value,

reinvested

dividends,

and

capital

gain

distributions.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

When

assessing

performance,

investors

should

consider

both

short-

and

long-term

returns.

QUARTER-END

RETURNS

(continued)

T.

Rowe

Price

Investment

Services,

Inc.

|

100

East

Pratt

Street

|

Baltimore,

MD

21202-1009

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have

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child’s

education,

or

for

other

priorities,

we

have

solutions

for

you.

See

how

we

can

help

you

accomplish

the

investment

goals

that

are

important

to

you.

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Rowe

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saving

money

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related

expenses

Visit

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Call

1-800-225-5132

to

request

a

prospectus

or

summary

prospectus;

each

includes

investment

objectives,

risks,

fees,

expenses,

and

other

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you

should

read

and

consider

carefully

before

investing.

All

mutual

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are

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principal.

Investing

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and

political

uncertainty

and

currency

fluctuation.

1

The

T.

Rowe

Price

®

ActivePlus

Portfolios

is

a

discretionary

investment

management

program

provided

by

T.

Rowe

Price

Advisory

Services,

Inc.,

a

registered

investment

adviser

under

the

Investment

Advisers

Act

of

1940.

Brokerage

services

are

provided

by

T.

Rowe

Price

Investment

Services,

Inc.,

member

FINRA/SIPC.

Brokerage

accounts

are

carried

by

Pershing

LLC,

a

BNY

Mellon

Company,

member

NYSE/FINRA/SIPC.

T.

Rowe

Price

Advisory

Services,

Inc.,

and

T.

Rowe

Price

Investment

Services,

Inc.,

are

affiliated

companies.

2

Brokerage

services

are

provided

by

T.

Rowe

Price

Investment

Services,

Inc.,

member

FINRA/SIPC.

Brokerage

accounts

are

carried

by

Pershing

LLC,

a

BNY

Mellon

Company,

member

NYSE/FINRA/SIPC.

202301-2568506

C16-051

1/23

Highlights

and

Market

Commentary

Management’s

Discussion

of

Fund

Performance

Performance

and

Expenses

Financial

Highlights

Portfolio

of

Investments

Financial

Statements

and

Notes

Additional

Fund

Information

November

30,

2022

Semiannual

Report

|

Financial

Statements

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

TRRFX

Retirement

2005

Fund

–

.

PARGX

Retirement

2005

Fund–

.

Advisor  Class

RRTLX

Retirement

2005

Fund–

.

R Class

T.

ROWE

PRICE

Retirement

2005

Fund

(Unaudited)

Financial

Highlights

65

For

a

share

outstanding

throughout

each

period

Investor

Class

6

Months

.

Ended

11/30/22

..

Year

..

..

Ended

.

5/31/22

5/31/21

5/31/20

5/31/19

5/31/18

NET

ASSET

VALUE

Beginning

of

period

$

12

.43‌

$

14

.74‌

$

13

.39‌

$

13

.15‌

$

13

.62‌

$

13

.58‌

Investment

activities

Net

investment

income

(1)(2)

0

.20‌

0

.28‌

0

.19‌

0

.28‌

0

.30‌

0

.27‌

Net

realized

and

unrealized

gain/loss

(

0

.53‌

)

(

1

.14‌

)

2

.36‌

0

.46‌

0

.09‌

0

.35‌

Total

from

investment

activities

(

0

.33‌

)

(

0

.86‌

)

2

.55‌

0

.74‌

0

.39‌

0

.62‌

Distributions

Net

investment

income

—‌

(

0

.29‌

)

(

0

.24‌

)

(

0

.32‌

)

(

0

.31‌

)

(

0

.27‌

)

Net

realized

gain

—‌

(

1

.16‌

)

(

0

.96‌

)

(

0

.18‌

)

(

0

.55‌

)

(

0

.31‌

)

Total

distributions

—‌

(

1

.45‌

)

(

1

.20‌

)

(

0

.50‌

)

(

0

.86‌

)

(

0

.58‌

)

NET

ASSET

VALUE

End

of

period

$

12

.10‌

$

12

.43‌

$

14

.74‌

$

13

.39‌

$

13

.15‌

$

13

.62‌

T.

ROWE

PRICE

Retirement

2005

Fund

(Unaudited)

Financial

Highlights

66

For

a

share

outstanding

throughout

each

period

Investor

Class

6

Months

.

Ended

11/30/22

..

Year

..

..

Ended

.

5/31/22

5/31/21

5/31/20

5/31/19

5/31/18

Ratios/Supplemental

Data

Total

return

(2)(3)(4)

(

2

.65‌

)

%

(

6

.68‌

)

%

19

.57‌

%

5

.55‌

%

3

.32‌

%

4

.57‌

%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

payments

by

Price

Associates

(4)

0

.49‌

%

(5)

0

.49‌

%

0

.52‌

%

0

.07‌

%

0

.00‌

%

0

.00‌

%

Net

expenses

after

payments

by

Price

Associates

(4)

0

.49‌

%

(5)

0

.49‌

%

0

.52‌

%

0

.07‌

%

0

.00‌

%

0

.00‌

%

Weighted

average

net

expenses

of

underlying

Price

Funds

(6)

0

.00‌

%

(5)

0

.00‌

%

0

.00‌

%

0

.45‌

%

0

.53‌

%

0

.54‌

%

Effective

net

expenses

0

.49‌

%

(5)

0

.49‌

%

0

.52‌

%

0

.52‌

%

0

.53‌

%

0

.54‌

%

Net

investment

income

(4)

3

.43‌

%

(5)

1

.99‌

%

1

.33‌

%

2

.08‌

%

2

.25‌

%

1

.93‌

%

Portfolio

turnover

rate

(4)

15

.6‌

%

33

.5‌

%

28

.8‌

%

27

.1‌

%

17

.8‌

%

35

.3‌

%

Net

assets,

end

of

period

(in

millions)

$925

$1,025

$1,242

$1,132

$1,212

$1,391

0‌

%

0‌

%

0‌

%

0‌

%

0‌

%

0‌

%

T.

ROWE

PRICE

Retirement

2005

Fund

(Unaudited)

Financial

Highlights

67

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

5

for

details

of

expense-related

arrangements

with

Price

Associates.

Effective

April

8,

2020,

the

fund

began

charging

an

all-inclusive

management

fee

based

on

the

class'

average

daily

net

assets.

On

that

same

date,

the

fund

converted

its

investments

from

each

underlying

Price

Fund’s

Investor

Class

to

its

Z

Class,

which

has

a

net

expense

ratio

of

less

than

0.01%.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

The

fund's

total

return

may

be

higher

or

lower

than

the

investment

results

of

the

individual

underlying

Price

Funds.

(4)

Reflects

the

activity

of

the

fund,

and

does

not

include

the

activity

of

the

underlying

Price

Funds.

However,

investment

performance

of

the

fund

is

directly

related

to

the

investment

performance

of

the

underlying

Price

Funds

in

which

it

invests.

(5)

Annualized

(6)

Reflects

the

indirect

expense

impact

to

the

fund

from

its

investment

in

the

underlying

Price

Funds,

based

on

the

actual

expense

ratio

of

each

underlying

Price

Fund

weighted

for

the

fund's

relative

average

investment

therein.

T.

ROWE

PRICE

Retirement

2005

Fund

(Unaudited)

Financial

Highlights

68

For

a

share

outstanding

throughout

each

period

Advisor

Class

6

Months

.

Ended

11/30/22

..

Year

..

..

Ended

.

5/31/22

5/31/21

5/31/20

5/31/19

5/31/18

NET

ASSET

VALUE

Beginning

of

period

$

12

.37‌

$

14

.67‌

$

13

.34‌

$

13

.09‌

$

13

.55‌

$

13

.52‌

Investment

activities

Net

investment

income

(1)(2)

0

.19‌

0

.25‌

0

.15‌

0

.25‌

0

.27‌

0

.23‌

Net

realized

and

unrealized

gain/loss

(

0

.53‌

)

(

1

.14‌

)

2

.35‌

0

.46‌

0

.09‌

0

.35‌

Total

from

investment

activities

(

0

.34‌

)

(

0

.89‌

)

2

.50‌

0

.71‌

0

.36‌

0

.58‌

Distributions

Net

investment

income

—‌

(

0

.25‌

)

(

0

.21‌

)

(

0

.28‌

)

(

0

.27‌

)

(

0

.24‌

)

Net

realized

gain

—‌

(

1

.16‌

)

(

0

.96‌

)

(

0

.18‌

)

(

0

.55‌

)

(

0

.31‌

)

Total

distributions

—‌

(

1

.41‌

)

(

1

.17‌

)

(

0

.46‌

)

(

0

.82‌

)

(

0

.55‌

)

NET

ASSET

VALUE

End

of

period

$

12

.03‌

$

12

.37‌

$

14

.67‌

$

13

.34‌

$

13

.09‌

$

13

.55‌

T.

ROWE

PRICE

Retirement

2005

Fund

(Unaudited)

Financial

Highlights

69

For

a

share

outstanding

throughout

each

period

Advisor

Class

6

Months

.

Ended

11/30/22

..

Year

..

..

Ended

.

5/31/22

5/31/21

5/31/20

5/31/19

5/31/18

Ratios/Supplemental

Data

Total

return

(2)(3)(4)

(

2

.75‌

)

%

(

6

.91‌

)

%

19

.25‌

%

5

.35‌

%

3

.08‌

%

4

.29‌

%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

payments

by

Price

Associates

(4)

0

.74‌

%

(5)

0

.74‌

%

0

.77‌

%

0

.32‌

%

0

.25‌

%

0

.25‌

%

Net

expenses

after

payments

by

Price

Associates

(4)

0

.74‌

%

(5)

0

.74‌

%

0

.77‌

%

0

.32‌

%

0

.25‌

%

0

.25‌

%

Weighted

average

net

expenses

of

underlying

Price

Funds

(6)

0

.00‌

%

(5)

0

.00‌

%

0

.00‌

%

0

.45‌

%

0

.53‌

%

0

.54‌

%

Effective

net

expenses

0

.74‌

%

(5)

0

.74‌

%

0

.77‌

%

0

.77‌

%

0

.78‌

%

0

.79‌

%

Net

investment

income

(4)

3

.16‌

%

(5)

1

.77‌

%

1

.07‌

%

1

.84‌

%

2

.01‌

%

1

.67‌

%

Portfolio

turnover

rate

(4)

15

.6‌

%

33

.5‌

%

28

.8‌

%

27

.1‌

%

17

.8‌

%

35

.3‌

%

Net

assets,

end

of

period

(in

thousands)

$34,337

$39,343

$51,356

$49,716

$66,397

$85,288

0‌

%

0‌

%

0‌

%

0‌

%

0‌

%

0‌

%

T.

ROWE

PRICE

Retirement

2005

Fund

(Unaudited)

Financial

Highlights

70

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

5

for

details

of

expense-related

arrangements

with

Price

Associates.

Effective

April

8,

2020,

the

fund

began

charging

an

all-inclusive

management

fee

based

on

the

class'

average

daily

net

assets.

On

that

same

date,

the

fund

converted

its

investments

from

each

underlying

Price

Fund’s

Investor

Class

to

its

Z

Class,

which

has

a

net

expense

ratio

of

less

than

0.01%.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

The

fund's

total

return

may

be

higher

or

lower

than

the

investment

results

of

the

individual

underlying

Price

Funds.

(4)

Reflects

the

activity

of

the

fund,

and

does

not

include

the

activity

of

the

underlying

Price

Funds.

However,

investment

performance

of

the

fund

is

directly

related

to

the

investment

performance

of

the

underlying

Price

Funds

in

which

it

invests.

(5)

Annualized

(6)

Reflects

the

indirect

expense

impact

to

the

fund

from

its

investment

in

the

underlying

Price

Funds,

based

on

the

actual

expense

ratio

of

each

underlying

Price

Fund

weighted

for

the

fund's

relative

average

investment

therein.

T.

ROWE

PRICE

Retirement

2005

Fund

(Unaudited)

Financial

Highlights

71

For

a

share

outstanding

throughout

each

period

R

Class

6

Months

.

Ended

11/30/22

..

Year

..

..

Ended

.

5/31/22

5/31/21

5/31/20

5/31/19

5/31/18

NET

ASSET

VALUE

Beginning

of

period

$

12

.46‌

$

14

.76‌

$

13

.43‌

$

13

.17‌

$

13

.63‌

$

13

.58‌

Investment

activities

Net

investment

income

(1)(2)

0

.17‌

0

.21‌

0

.12‌

0

.21‌

0

.23‌

0

.20‌

Net

realized

and

unrealized

gain/loss

(

0

.54‌

)

(

1

.13‌

)

2

.36‌

0

.47‌

0

.09‌

0

.36‌

Total

from

investment

activities

(

0

.37‌

)

(

0

.92‌

)

2

.48‌

0

.68‌

0

.32‌

0

.56‌

Distributions

Net

investment

income

—‌

(

0

.22‌

)

(

0

.19‌

)

(

0

.24‌

)

(

0

.23‌

)

(

0

.20‌

)

Net

realized

gain

—‌

(

1

.16‌

)

(

0

.96‌

)

(

0

.18‌

)

(

0

.55‌

)

(

0

.31‌

)

Total

distributions

—‌

(

1

.38‌

)

(

1

.15‌

)

(

0

.42‌

)

(

0

.78‌

)

(

0

.51‌

)

NET

ASSET

VALUE

End

of

period

$

12

.09‌

$

12

.46‌

$

14

.76‌

$

13

.43‌

$

13

.17‌

$

13

.63‌

T.

ROWE

PRICE

Retirement

2005

Fund

(Unaudited)

Financial

Highlights

72

For

a

share

outstanding

throughout

each

period

R

Class

6

Months

.

Ended

11/30/22

..

Year

..

..

Ended

.

5/31/22

5/31/21

5/31/20

5/31/19

5/31/18

Ratios/Supplemental

Data

Total

return

(2)(3)(4)

(

2

.97‌

)

%

(

7

.08‌

)

%

18

.95‌

%

5

.09‌

%

2

.74‌

%

4

.12‌

%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

payments

by

Price

Associates

(4)

0

.99‌

%

(5)

0

.99‌

%

1

.02‌

%

0

.57‌

%

0

.50‌

%

0

.50‌

%

Net

expenses

after

payments

by

Price

Associates

(4)

0

.99‌

%

(5)

0

.99‌

%

1

.02‌

%

0

.57‌

%

0

.50‌

%

0

.50‌

%

Weighted

average

net

expenses

of

underlying

Price

Funds

(6)

0

.00‌

%

(5)

0

.00‌

%

0

.00‌

%

0

.45‌

%

0

.53‌

%

0

.54‌

%

Effective

net

expenses

0

.99‌

%

(5)

0

.99‌

%

1

.02‌

%

1

.02‌

%

1

.03‌

%

1

.04‌

%

Net

investment

income

(4)

2

.91‌

%

(5)

1

.50‌

%

0

.83‌

%

1

.57‌

%

1

.73‌

%

1

.42‌

%

Portfolio

turnover

rate

(4)

15

.6‌

%

33

.5‌

%

28

.8‌

%

27

.1‌

%

17

.8‌

%

35

.3‌

%

Net

assets,

end

of

period

(in

thousands)

$36,223

$41,371

$47,808

$40,073

$42,755

$56,078

0‌

%

0‌

%

0‌

%

0‌

%

0‌

%

0‌

%

T.

ROWE

PRICE

Retirement

2005

Fund

(Unaudited)

Financial

Highlights

73

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

5

for

details

of

expense-related

arrangements

with

Price

Associates.

Effective

April

8,

2020,

the

fund

began

charging

an

all-inclusive

management

fee

based

on

the

class'

average

daily

net

assets.

On

that

same

date,

the

fund

converted

its

investments

from

each

underlying

Price

Fund’s

Investor

Class

to

its

Z

Class,

which

has

a

net

expense

ratio

of

less

than

0.01%.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

The

fund's

total

return

may

be

higher

or

lower

than

the

investment

results

of

the

individual

underlying

Price

Funds.

(4)

Reflects

the

activity

of

the

fund,

and

does

not

include

the

activity

of

the

underlying

Price

Funds.

However,

investment

performance

of

the

fund

is

directly

related

to

the

investment

performance

of

the

underlying

Price

Funds

in

which

it

invests.

(5)

Annualized

(6)

Reflects

the

indirect

expense

impact

to

the

fund

from

its

investment

in

the

underlying

Price

Funds,

based

on

the

actual

expense

ratio

of

each

underlying

Price

Fund

weighted

for

the

fund's

relative

average

investment

therein.

T.

ROWE

PRICE

Retirement

2005

Fund

November

30,

2022

(Unaudited)

74

Portfolio

of

Investments

(1)

(1)

$

Value

5/31/22

$

Purchase

Cost

$

Sales

Cost

Shares

$

Value

11/30/22

(Cost

and

value

in

$000s)

BOND

MUTUAL

FUNDS

53

.9

%

T.

Rowe

Price

Funds:

Limited

Duration

Inflation

Focused

Bond

Fund 

200,049

12,866

30,442

34,990,392‌

163,405‌

New

Income

Fund 

174,685

3,502

20,436

18,427,396‌

149,631‌

International

Bond

Fund

(USD

Hedged) 

63,109

1,062

6,745

6,301,218‌

55,388‌

Emerging

Markets

Bond

Fund 

43,583

4,035

5,252

4,821,166‌

40,835‌

Dynamic

Global

Bond

Fund 

49,436

926

9,576

4,158,951‌

39,718‌

High

Yield

Fund 

39,247

2,281

3,684

6,376,916‌

35,902‌

U.S.

Treasury

Long-Term

Index

Fund 

32,469

7,305

4,982

4,020,694‌

32,889‌

Floating

Rate

Fund 

27,338

829

9,682

2,083,809‌

18,817‌

Total

Bond

Mutual

Funds

(Cost

$

599,275

)

536,585‌

EQUITY

MUTUAL

FUNDS

42

.9

%

T.

Rowe

Price

Funds:

Value

Fund 

89,542

492

19,434

1,670,567‌

73,438‌

Growth

Stock

Fund  (2)

69,754

6,155

9,687

949,181‌

66,661‌

Equity

Index

500

Fund 

61,370

16,258

23,598

399,177‌

42,928‌

Overseas

Stock

Fund 

37,448

4,551

5,519

3,066,903‌

35,729‌

International

Value

Equity

Fund 

38,594

1,209

5,586

2,227,035‌

32,337‌

International

Stock

Fund 

33,062

1,196

3,010

1,802,880‌

31,298‌

Real

Assets

Fund 

20,168

3,738

2,050

1,481,072‌

21,342‌

U.S.

Large-Cap

Core

Fund 

9,735

10,769

1,624

620,246‌

19,984‌

Mid-Cap

Value

Fund 

18,968

101

1,427

507,364‌

17,230‌

Mid-Cap

Growth

Fund  (2)

17,158

359

1,584

169,703‌

16,351‌

U.S.

Equity

Research

Fund 

13,768

2,850

1,572

389,942‌

15,216‌

Emerging

Markets

Discovery

Stock

Fund 

14,271

1,093

1,598

1,055,446‌

13,563‌

Small-Cap

Stock

Fund 

10,991

1,184

1,002

198,890‌

11,420‌

Emerging

Markets

Stock

Fund 

12,878

77

836

309,900‌

11,187‌

Small-Cap

Value

Fund 

11,918

63

1,158

193,240‌

10,541‌

New

Horizons

Fund  (2)

7,337

49

876

136,691‌

7,067‌

Total

Equity

Mutual

Funds

(Cost

$

335,566

)

426,292‌

OTHER

MUTUAL

FUNDS

0

.0

%

T.

Rowe

Price

Funds:

Transition

Fund 

131

21,766

21,791

1,065‌

106‌

Total

Other

Mutual

Funds

(Cost

$

106

)

106‌

T.

ROWE

PRICE

Retirement

2005

Fund

75

$

Value

5/31/22

$

Purchase

Cost

$

Sales

Cost

Shares

$

Value

11/30/22

(Cost

and

value

in

$000s)

SHORT-TERM

INVESTMENTS

3

.3

%

Money

Market

Funds

3.3%

T.

Rowe

Price

U.S.

Treasury

Money

Fund,

3.84%  (3)

9,672

55,276

31,977

32,970,807‌

32,971‌

Total

Short-Term

Investments

(Cost

$

32,971

)

32,971‌

Total

Investments

in

Securities

100.1%

of

Net

Assets

(Cost

$967,918)

$

995,954‌

(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

T.

ROWE

PRICE

Retirement

2005

Fund

76

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

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

six

months

ended

November

30,

2022.

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 

$

75‌

$

(

1,068‌

)

$

653‌

Emerging

Markets

Bond

Fund 

(

1,492‌

)

(

1,531‌

)

1,254‌

Emerging

Markets

Discovery

Stock

Fund 

(

357‌

)

(

203‌

)

—‌

Emerging

Markets

Stock

Fund 

192‌

(

932‌

)

—‌

Equity

Index

500

Fund 

10,674‌

(

11,102‌

)

471‌

Floating

Rate

Fund 

(

726‌

)

332‌

696‌

Growth

Stock

Fund 

(

3,620‌

)

439‌

—‌

High

Yield

Fund 

(

438‌

)

(

1,942‌

)

1,241‌

International

Bond

Fund

(USD

Hedged) 

(

736‌

)

(

2,038‌

)

694‌

International

Stock

Fund 

(

386‌

)

50‌

—‌

International

Value

Equity

Fund 

669‌

(

1,880‌

)

—‌

Limited

Duration

Inflation

Focused

Bond

Fund 

670‌

(

19,068‌

)

11,728‌

Mid-Cap

Growth

Fund 

(

124‌

)

418‌

—‌

Mid-Cap

Value

Fund 

416‌

(

412‌

)

—‌

New

Horizons

Fund 

(

218‌

)

557‌

—‌

New

Income

Fund 

(

2,213‌

)

(

8,120‌

)

2,485‌

Overseas

Stock

Fund 

46‌

(

751‌

)

—‌

Real

Assets

Fund 

(

234‌

)

(

514‌

)

—‌

Small-Cap

Stock

Fund 

(

2‌

)

247‌

—‌

Small-Cap

Value

Fund 

382‌

(

282‌

)

—‌

Transition

Fund 

106‌

—‌

17‌

U.S.

Equity

Research

Fund 

(

255‌

)

170‌

—‌

U.S.

Large-Cap

Core

Fund 

(

254‌

)

1,104‌

—‌

U.S.

Treasury

Long-Term

Index

Fund 

(

1,993‌

)

(

1,903‌

)

495‌

Value

Fund 

(

3,343‌

)

2,838‌

—‌

U.S.

Treasury

Money

Fund,

3.84%

—‌

—‌

333‌

Totals

$

(

3,161‌

)

#

$

(

45,591‌

)

$

20,067‌

+

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$125

of

the

net

realized

gain

(loss).

+

Investment

income

comprised

$20,067

of

income

distributions

from

underlying

Price

Funds.

T.

ROWE

PRICE

Retirement

2005

Fund

November

30,

2022

(Unaudited)

Statement

of

Assets

and

Liabilities

77

($000s,

except

shares

and

per

share

amounts)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Assets

Investments

in

securities,

at

value

(cost

$967,918)

$

995,954‌

Receivable

for

investment

securities

sold

915‌

Receivable

for

shares

sold

693‌

Total

assets

997,562‌

Liabilities

Payable

for

shares

redeemed

1,607‌

Investment

management

and

administrative

fees

payable

477‌

Other

liabilities

22‌

Total

liabilities

2,106‌

NET

ASSETS

$

995,456‌

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

70,892‌

Paid-in

capital

applicable

to

82,276,545

shares

of

$0.0001

par

value

capital

stock

outstanding;

30,000,000,000

shares

of

the

Corporation

authorized

924,564‌

NET

ASSETS

$

995,456‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

($924,896,188

/

76,426,325

shares

outstanding)

$

12.10‌

Advisor

Class

($34,336,351

/

2,854,799

shares

outstanding)

$

12.03‌

R

Class

($36,222,996

/

2,995,421

shares

outstanding)

$

12.09‌

T.

ROWE

PRICE

Retirement

2005

Fund

(Unaudited)

Statement

of

Operations

78

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

6

Months

Ended

11/30/22

Investment

Income

(Loss)

Income

distributions

from

underlying

Price

Funds

$

20,067‌

Expenses

Investment

management

and

administrative

expense

2,508‌

Rule

12b-1

fees

Advisor

Class

$

45‌

R

Class

95‌

140‌

Total

expenses

2,648‌

Net

investment

income

17,419‌

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

(loss)

Sales

of

underlying

Price

Funds

(3,286‌)

Capital

gain

distributions

from

underlying

Price

Funds

125‌

Net

realized

loss

(3,161‌)

Change

in

net

unrealized

gain

/

loss

on

underlying

Price

Funds

(45,591‌)

Net

realized

and

unrealized

gain

/

loss

(48,752‌)

DECREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

(31,333‌)

T.

ROWE

PRICE

Retirement

2005

Fund

(Unaudited)

Statement

of

Changes

in

Net

Assets

79

($000s)

6

Months

Ended

11/30/22

Year

Ended

5/31/22

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

$

17,419‌

$

24,975‌

Net

realized

gain

(loss)

(3,161‌)

122,999‌

Change

in

net

unrealized

gain

/

loss

(45,591‌)

(228,410‌)

Decrease

in

net

assets

from

operations

(31,333‌)

(80,436‌)

Distributions

to

shareholders

Net

earnings

Investor

Class

–‌

(115,058‌)

Advisor

Class

–‌

(4,495‌)

R

Class

–‌

(4,227‌)

Decrease

in

net

assets

from

distributions

–‌

(123,780‌)

Capital

share

transactions

*

Shares

sold

Investor

Class

34,854‌

164,380‌

Advisor

Class

2,030‌

10,328‌

R

Class

2,299‌

8,571‌

Distributions

reinvested

Investor

Class

–‌

113,892‌

Advisor

Class

–‌

4,493‌

R

Class

–‌

4,227‌

Shares

redeemed

Investor

Class

(106,484‌)

(305,887‌)

Advisor

Class

(5,877‌)

(19,373‌)

R

Class

(6,163‌)

(11,880‌)

Decrease

in

net

assets

from

capital

share

transactions

(79,341‌)

(31,249‌)

T.

ROWE

PRICE

Retirement

2005

Fund

(Unaudited)

Statement

of

Changes

in

Net

Assets

80

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

6

Months

Ended

11/30/22

Year

Ended

5/31/22

Net

Assets

Decrease

during

period

(110,674‌)

(235,465‌)

Beginning

of

period

1,106,130‌

1,341,595‌

End

of

period

$

995,456‌

$

1,106,130‌

*Share

information

(000s)

Shares

sold

Investor

Class

2,918‌

11,730‌

Advisor

Class

172‌

727‌

R

Class

193‌

627‌

Distributions

reinvested

Investor

Class

–‌

8,405‌

Advisor

Class

–‌

333‌

R

Class

–‌

311‌

Shares

redeemed

Investor

Class

(8,966‌)

(21,963‌)

Advisor

Class

(497‌)

(1,381‌)

R

Class

(519‌)

(855‌)

Decrease

in

shares

outstanding

(6,699‌)

(2,066‌)

T.

ROWE

PRICE

Retirement

2005

Fund

Unaudited

NOTES

TO

FINANCIAL

STATEMENTS

81

T.

Rowe

Price

Retirement

Funds,

Inc.

(the

corporation)

is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act).

T.

Rowe

Price

Retirement

2005

Fund

(the

fund)

is

a

diversified,

open-end

management

investment

company

and

is

one

of

the

portfolios

established

by

the

corporation.

The

fund

invests

in

a

portfolio

of

other

T.

Rowe

Price

stock

and

bond

funds

(underlying

Price

Funds)

that

represent

various

asset

classes

and

sectors.

The

fund’s

allocation

among

underlying

Price

Funds

will

change,

and

its

asset

mix

will

become

more

conservative

over

time.

The

fund

seeks

the

highest

total

return

over

time

consistent

with

an

emphasis

on

both

capital

growth

and

income.

The

fund

has

three classes

of

shares:

the Retirement

2005

Fund

(Investor

Class),

Retirement

2005

Fund–Advisor

Class

(Advisor

Class)

and

Retirement

2005

Fund–R

Class

(R

Class).

Advisor

Class

shares

are

sold

only

through

various

brokers

and

other

financial

intermediaries,

and

R

Class

shares

are

available

through

financial

intermediaries

for

employer-sponsored

defined

contribution

retirement

plans

and

certain

other

retirement

accounts.

The

Advisor

Class

and

R

Class

each

operate

under

separate

Board-approved

Rule

12b-1

plans,

pursuant

to

which

each

class

compensates

financial

intermediaries

for

distribution,

shareholder

servicing,

and/or

certain

administrative

services;

the

Investor

Class

does

not

pay

Rule

12b-1

fees. Each

class

has

exclusive

voting

rights

on

matters

related

solely

to

that

class;

separate

voting

rights

on

matters

that

relate

to

all

classes;

and,

in

all

other

respects,

the

same

rights

and

obligations

as

the

other

classes.

NOTE

1

-

SIGNIFICANT

ACCOUNTING

POLICIES 

Basis

of

Preparation

 The fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

in

the

Financial

Accounting

Standards

Board

Accounting

Standards

Codification

Topic

946

(ASC

946).

The

accompanying

financial

statements

were

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(GAAP),

including,

but

not

limited

to,

ASC

946.

GAAP

requires

the

use

of

estimates

made

by

management.

Management

believes

that

estimates

and

valuations

of

the

underlying

Price

Funds

are

appropriate;

however,

actual

results

may

differ

from

those

estimates,

and

the

valuations

reflected

in

the

accompanying

financial

statements

may

differ

from

the

value

ultimately

realized

upon

sale

of

the

underlying

Price

Funds. 

T.

ROWE

PRICE

Retirement

2005

Fund

82

Investment

Transactions,

Investment

Income,

and

Distributions

 Investment

transactions are

accounted

for

on

the

trade

date

basis.

Income

and

expenses

are

recorded

on

the

accrual

basis.

Realized

gains

and

losses are

reported

on

the

identified

cost

basis.

Income

tax-related

interest

and

penalties,

if

incurred,

are

recorded

as

income

tax

expense.

Dividends

received

from

underlying

Price

Fund

investments

are

reflected

as

dividend

income;

capital

gain

distributions

are

reflected

as

realized

gain/loss.

Income

and

capital

gain

distributions

from

the

underlying

Price

Funds

are

recorded

on

the

ex-dividend

date.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Income

distributions,

if

any,

are

declared

and

paid

by

each

class

annually.

A

capital

gain

distribution,

if

any, may

also

be

declared

and

paid

by the

fund

annually.

Class

Accounting

 Investment

management

and

administrative

expenses

incurred

by

each

class

are

charged

directly

to

the

class

to

which

they

relate.

Expenses

common

to

all

classes,

income

distributions

from

the

underlying

Price

Funds,

and

realized

and

unrealized

gains

and

losses

are

allocated

to

the

classes

based

upon

the

relative

daily

net

assets

of

each

class.

The

Advisor

Class

and

R

Class

each

pay

Rule

12b-1

fees

in

an

amount

not

exceeding

0.25%

and

0.50%,

respectively,

of

the

class’s

average

daily

net

assets.

In-Kind

Redemptions

 In

accordance

with

guidelines

described

in

the

fund’s

prospectus,

the

fund

may

distribute

shares

of

the

underlying

Price

Funds

rather

than

cash

as

payment

for

a

redemption

of

fund

shares

(in-kind

redemption).

For

financial

reporting

purposes,

the

fund

recognizes

a

gain

on

in-kind

redemptions

to

the

extent

the

value

of

the

distributed

shares

of

the

underlying

Price

Funds

on

the

date

of

redemption

exceeds

the

cost

of

those

shares.

Gains

and

losses

realized

on

in-kind

redemptions

are

not

recognized

for

tax

purposes

and

are

reclassified

from

undistributed

realized

gain

(loss)

to

paid-in

capital.

During

the

six

months ended

November

30,

2022,

the

fund

realized

$1,076,000

of

net

gain

on

$7,028,000

of

in-kind

redemptions.

Capital

Transactions

 Each

investor’s

interest

in

the

net

assets

of the

fund

is

represented

by

fund

shares. The

fund’s

net

asset

value

(NAV)

per

share

is

computed

at

the

close

of

the

New

York

Stock

Exchange

(NYSE),

normally

4

p.m.

ET,

each

day

the

NYSE

is

open

for

business.

However,

the

NAV

per

share

may

be

calculated

at

a

time

other

than

the

normal

close

of

the

NYSE

if

trading

on

the

NYSE

is

restricted,

if

the

NYSE

closes

earlier,

or

as

may

be

permitted

by

the

SEC.

Purchases

and

redemptions

of

fund

shares

are

transacted

at

the

next-computed

NAV

per

share,

after

receipt

of

the

transaction

order

by

T.

Rowe

Price

Associates,

Inc.,

or

its

agents.

T.

ROWE

PRICE

Retirement

2005

Fund

83

Indemnification

 In

the

normal

course

of

business,

the fund

may

provide

indemnification

in

connection

with

its

officers

and

directors,

service

providers,

and/or

private

company

investments. The

fund’s

maximum

exposure

under

these

arrangements

is

unknown;

however,

the

risk

of

material

loss

is

currently

considered

to

be

remote.

NOTE

2

-

VALUATION 

The fund’s

financial

instruments

are

valued

at

the

close

of

the

NYSE

and

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.

Investments

in

the

underlying

Price

Funds

are

valued

at

their

closing

NAV

per

share

on

the

day

of

valuation.

 Assets

and

liabilities

other

than

financial

instruments,

including

short-term

receivables

and

payables,

are

carried

at

cost,

or

estimated

realizable

value,

if

less,

which

approximates

fair

value. 

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

risks;

establishes

and

applies

fair

value

methodologies;

tests

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)

Level

3 – unobservable

inputs

(including

the

Valuation Designee’s

assumptions

in

determining

fair

value)

T.

ROWE

PRICE

Retirement

2005

Fund

84

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.

On

November

30,

2022,

all

of

the

fund’s

financial

instruments

were

classified

as

Level

1,

based

on

the

inputs

used

to

determine

their

fair

values.

NOTE

3

-

INVESTMENTS

IN

UNDERLYING

PRICE

FUNDS

Purchases

and

sales

of

the

underlying

Price

Funds

during

the

six

months

ended

November

30,

2022,

aggregated

$159,992,000

and

$221,842,000,

respectively.  

NOTE

4

-

FEDERAL

INCOME

TAXES

No

provision

for

federal

income

taxes

is

required

since the fund

intends

to

continue

to

qualify

as

a

regulated

investment

company

under

Subchapter

M

of

the

Internal

Revenue

Code

and

distribute

to

shareholders

all

of

its

taxable

income

and

gains.

Distributions

determined

in

accordance

with

federal

income

tax

regulations

may

differ

in

amount

or

character

from

net

investment

income

and

realized

gains

for

financial

reporting

purposes.

Financial

reporting

records

are

adjusted

for

permanent

book/tax

differences

to

reflect

tax

character

but

are

not

adjusted

for

temporary

differences.

The

amount

and

character

of

tax-basis

distributions

and

composition

of

net

assets

are

finalized

at

fiscal

year-end;

accordingly,

tax-basis

balances

have

not

been

determined

as

of

the

date

of

this

report.

At

November

30,

2022,

the

cost

of

investments

(including

derivatives,

if

any) for

federal

income

tax

purposes

was

$1,001,759,000.

Net

unrealized

loss

aggregated

$5,805,000

at

period-end,

of

which

$107,376,000

related

to

appreciated

investments

and

$113,181,000

related

to

depreciated

investments.

T.

ROWE

PRICE

Retirement

2005

Fund

85

NOTE

5

-

RELATED

PARTY

TRANSACTIONS

The

fund

is

managed

by

T.

Rowe

Price

Associates,

Inc.

(Price

Associates),

a

wholly

owned

subsidiary

of

T.

Rowe

Price

Group,

Inc.

Price

Associates,

directly

or

through

sub-advisory

agreements

with

its

wholly

owned

subsidiaries,

also

provides

investment

management

services

to

all

the

underlying

Price

Funds.

Certain

officers

and

directors

of

the

fund

are

also

officers

and

directors

of

Price

Associates

and

its

subsidiaries

and

the

underlying

Price

Funds. 

The

fund

operates

in

accordance

with

an

amended

investment

management

agreement

(amended

management

agreement),

between

the

corporation,

on

behalf

of

the

fund,

and

Price

Associates.

Under

the

amended

management

agreement, the

fund

pays

an

all-inclusive

annual

fee

that

is

based

on

a

predetermined

fee

schedule

that

ranges

from

0.64%

to

0.49%,

generally

declining

as

the

fund

reduces

its

overall

stock

exposure

along

its

investment

glide

path.

The

all-inclusive

management

fee

covers

investment

management

services

and

all

of

the

fund’s

operating

expenses

except

for

interest

expense;

expenses

related

to

borrowings,

taxes,

and

brokerage;

nonrecurring,

extraordinary

expenses;

acquired

fund

fees

and

expenses;

and

any

12b-1

fees

applicable

to

a

class.

At

November

30,

2022,

the

effective

all-inclusive

management

fee

rate

was

0.49%.

In

addition,

the

fund

has entered

into

service

agreements

with

Price

Associates

and

two

wholly

owned

subsidiaries

of

Price

Associates,

each

an

affiliate

of

the

fund

(collectively,

Price).

Price

Associates

provides

certain

accounting

and

administrative

services

to

the

fund.

T.

Rowe

Price

Services,

Inc.

provides

shareholder

and

administrative

services

in

its

capacity

as

the

fund’s

transfer

and

dividend-disbursing

agent.

T.

Rowe

Price

Retirement

Plan

Services,

Inc.

provides

subaccounting

and

recordkeeping

services

for

certain

retirement

accounts

invested

in

the

fund.

Pursuant

to

the

all-inclusive

fee

arrangement

under

the

investment

management

and

administrative

agreement,

expenses

incurred

by

the

fund

pursuant

to

these

service

agreements

are

paid

by

Price

Associates.

The

fund

may

invest

in

the

T.

Rowe

Price

Transition

Fund

(Transition

Fund)

to

facilitate

the

fund’s

transition

between

the

various

underlying

Price

Funds

as

the

fund

rebalances

its

allocation

to

the

underlying

Price

Funds.

There

is

no

specific

neutral

allocation

to

the

Transition

Fund.

In

addition,

the

fund

may

also

maintain

a

small

position

in

the

Transition

Fund

when

it

is

not

actively

involved

in

a

transition. 

The

fund

does

not

invest

in

the

underlying

Price

Funds

for

the

purpose

of

exercising

management

or

control;

however,

investments

by

the

fund

may

represent

a

significant

portion

of

an

underlying

Price

Fund’s

net

assets.

At

November

30,

2022,

the

fund

held

less

than

25%

of

the

outstanding

shares

of

any

underlying

Price

Fund. 

T.

ROWE

PRICE

Retirement

2005

Fund

86

NOTE

6

-

OTHER

MATTERS

Unpredictable

events

such

as

environmental

or

natural

disasters,

war,

terrorism,

pandemics,

outbreaks

of

infectious

diseases,

and

similar

public

health

threats

may

significantly

affect

the

economy

and

the

markets

and

issuers

in

which

a

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.

Since

2020,

a

novel

strain

of

coronavirus

(COVID-19)

has

resulted

in

disruptions

to

global

business

activity

and

caused

significant

volatility

and

declines

in

global

financial

markets.

In

February

2022,

Russian

forces

entered

Ukraine

and

commenced

an

armed

conflict

leading

to

economic

sanctions

being

imposed

on

Russia

and

certain

of

its

citizens,

creating

impacts

on

Russian-related

stocks

and

debt

and

greater

volatility

in

global

markets.

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.

T.

ROWE

PRICE

Retirement

2005

Fund

87

INFORMATION

ON

PROXY

VOTING

POLICIES,

PROCEDURES,

AND

RECORDS

A

description

of

the

policies

and

procedures

used

by

T.

Rowe

Price

funds

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

is

available

in

each

fund’s

Statement

of

Additional

Information.

You

may

request

this

document

by

calling

1-800-225-5132

or

by

accessing

the

SEC’s

website,

sec.gov.

The

description

of

our

proxy

voting

policies

and

procedures

is

also

available

on

our

corporate

website.

To

access

it,

please

visit

the

following

Web

page:

https://www.troweprice.com/corporate/us/en/utility/policies.html

Scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Guidelines.”

Click

on

the

links

in

the

shaded

box.

Each

fund’s

most

recent

annual

proxy

voting

record

is

available

on

our

website

and

through

the

SEC’s

website.

To

access

it

through

T.

Rowe

Price,

visit

the

website

location

shown

above,

and

scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Records.”

Click

on

the

Proxy

Voting

Records

link

in

the

shaded

box.

HOW

TO

OBTAIN

QUARTERLY

PORTFOLIO

HOLDINGS

The

fund

files

a

complete

schedule

of

portfolio

holdings

with

the

Securities

and

Exchange

Commission

(SEC)

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

its

reports

on

Form

N-PORT.

The

fund’s

reports

on

Form

N-PORT

are

available

electronically

on

the

SEC’s

website

(sec.gov).

In

addition,

most

T.

Rowe

Price

funds

disclose

their

first

and

third

fiscal

quarter-end

holdings

on

troweprice.com

.

T.

ROWE

PRICE

Retirement

2005

Fund

88

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

In

accordance

with

Rule

22e-4

(Liquidity

Rule)

under

the

Investment

Company

Act

of

1940,

as

amended,

the

fund

has

established

a

liquidity

risk

management

program

(Liquidity

Program)

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk,

which

generally

represents

the

risk

that

the

fund

would

not

be

able

to

meet

redemption

requests

without

significant

dilution

of

remaining

investors’

interests

in

the

fund.

The

fund’s

Board

of

Directors

(Board)

has

appointed

the

fund’s

investment

adviser,

T.

Rowe

Price

Associates,

Inc.

(Adviser),

as

the

administrator

of

the

Liquidity

Program.

As

administrator,

the

Adviser

is

responsible

for

overseeing

the

day-to-day

operations

of

the

Liquidity

Program

and,

among

other

things,

is

responsible

for

assessing,

managing,

and

reviewing

with

the

Board

at

least

annually

the

liquidity

risk

of

each

T.

Rowe

Price

fund.

The

Adviser

has

delegated

oversight

of

the

Liquidity

Program

to

a

Liquidity

Risk

Committee

(LRC),

which

is

a

cross-functional

committee

composed

of

personnel

from

multiple

departments

within

the

Adviser.

The

Liquidity

Program’s

principal

objectives

include

supporting

the

T.

Rowe

Price

funds’

compliance

with

limits

on

investments

in

illiquid

assets

and

mitigating

the

risk

that

the

fund

will

be

unable

to

timely

meet

its

redemption

obligations.

The

Liquidity

Program

also

includes

a

number

of

elements

that

support

the

management

and

assessment

of

liquidity

risk,

including

an

annual

assessment

of

factors

that

influence

the

fund’s

liquidity

and

the

periodic

classification

and

reclassification

of

a

fund’s

investments

into

categories

that

reflect

the

LRC’s

assessment

of

their

relative

liquidity

under

current

market

conditions.

Under

the

Liquidity

Program,

every

investment

held

by

the

fund

is

classified

at

least

monthly

into

one

of

four

liquidity

categories

based

on

estimations

of

the

investment’s

ability

to

be

sold

during

designated

time

frames

in

current

market

conditions

without

significantly

changing

the

investment’s

market

value.

As

required

by

the

Liquidity

Rule,

at

a

meeting

held

on

July

25,

2022,

the

Board

was

presented

with

an

annual

assessment

prepared

by

the

LRC,

on

behalf

of

the

Adviser,

that

addressed

the

operation

of

the

Liquidity

Program

and

assessed

its

adequacy

and

effectiveness

of

implementation,

including

any

material

changes

to

the

Liquidity

Program

and

the

determination

of

each

fund’s

Highly

Liquid

Investment

Minimum

(HLIM).

The

annual

assessment

included

consideration

of

the

following

factors,

as

applicable:

the

fund’s

investment

strategy

and

liquidity

of

portfolio

investments

during

normal

and

reasonably

foreseeable

stressed

conditions,

including

whether

the

investment

strategy

is

appropriate

for

an

open-end

fund,

the

extent

to

which

the

strategy

involves

a

relatively

concentrated

portfolio

or

large

positions

in

particular

issuers,

and

the

use

of

borrowings

for

investment

purposes

and

derivatives;

short-term

and

long-term

cash

flow

projections

covering

both

normal

and

reasonably

foreseeable

stressed

conditions;

and

holdings

of

cash

and

cash

equivalents,

as

well

as

available

borrowing

arrangements.

T.

ROWE

PRICE

Retirement

2005

Fund

89

For

the

fund

and

other

T.

Rowe

Price

funds,

the

annual

assessment

incorporated

a

report

related

to

a

fund’s

holdings,

shareholder

and

portfolio

concentration,

any

borrowings

during

the

period,

cash

flow

projections,

and

other

relevant

data

for

the

period

of

April

1,

2021,

through

March

31,

2022.

The

report

described

the

methodology

for

classifying

a

fund’s

investments

(including

any

derivative

transactions)

into

one

of

four

liquidity

categories,

as

well

as

the

percentage

of

a

fund’s

investments

assigned

to

each

category.

It

also

explained

the

methodology

for

establishing

a

fund’s

HLIM

and

noted

that

the

LRC

reviews

the

HLIM

assigned

to

each

fund

no

less

frequently

than

annually.

During

the

period

covered

by

the

annual

assessment,

the

LRC

has

concluded,

and

reported

to

the

Board,

that

the

Liquidity

Program

continues

to

operate

adequately

and

effectively

and

is

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk.

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

(continued)

T.

Rowe

Price

Investment

Services,

Inc.

|

100

East

Pratt

Street

|

Baltimore,

MD

21202-1009

You

have

many

investment

goals.

Explore

products

and

services

that

can

help

you

achieve

them.

Whether

you

want

to

put

away

more

money

for

retirement,

for

a

child’s

education,

or

for

other

priorities,

we

have

solutions

for

you.

See

how

we

can

help

you

accomplish

the

investment

goals

that

are

important

to

you.

RETIREMENT

IRAs:

Traditional,

Roth,

Rollover/Transfer,

or

Brokerage

Small

Business

Plans

help

minimize

taxes,

maximize

savings

T.

Rowe

Price

®

ActivePlus

Portfolios

1

for

online

investing

powered

by

experts

GENERAL

INVESTING

Individual

or

Joint

Tenant

Brokerage

2

offers

access

to

stocks,

ETFs,

bonds,

and

more

Gifts

and

transfers

to

a

child

(UGMA/UTMAs)

Trust

Transfer

on

Death

COLLEGE

SAVINGS

T.

Rowe

Price-managed

529

plans

offer

tax-

advantaged

solutions

for

families

saving

money

for

college

tuition

and

education-

related

expenses

Visit

troweprice.com/broadrange

Call

1-800-225-5132

to

request

a

prospectus

or

summary

prospectus;

each

includes

investment

objectives,

risks,

fees,

expenses,

and

other

information

that

you

should

read

and

consider

carefully

before

investing.

All

mutual

funds

are

subject

to

market

risk,

including

possible

loss

of

principal.

Investing

internationally

involves

special

risks

including

economic

and

political

uncertainty

and

currency

fluctuation.

1

The

T.

Rowe

Price

®

ActivePlus

Portfolios

is

a

discretionary

investment

management

program

provided

by

T.

Rowe

Price

Advisory

Services,

Inc.,

a

registered

investment

adviser

under

the

Investment

Advisers

Act

of

1940.

Brokerage

services

are

provided

by

T.

Rowe

Price

Investment

Services,

Inc.,

member

FINRA/SIPC.

Brokerage

accounts

are

carried

by

Pershing

LLC,

a

BNY

Mellon

Company,

member

NYSE/FINRA/SIPC.

T.

Rowe

Price

Advisory

Services,

Inc.,

and

T.

Rowe

Price

Investment

Services,

Inc.,

are

affiliated

companies.

2

Brokerage

services

are

provided

by

T.

Rowe

Price

Investment

Services,

Inc.,

member

FINRA/SIPC.

Brokerage

accounts

are

carried

by

Pershing

LLC,

a

BNY

Mellon

Company,

member

NYSE/FINRA/SIPC.

F155-051

1/23

Item 1. (b) Notice pursuant to Rule 30e-3.

Not applicable.

Item 2. Code of Ethics.

A code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions is filed as an exhibit to the registrant’s annual Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the registrant’s most recent fiscal half-year.

Item 3. Audit Committee Financial Expert.

Disclosure required in registrant’s annual Form N-CSR.

Item 4. Principal Accountant Fees and Services.

Disclosure required in registrant’s annual Form N-CSR.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There has been no change to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.

(b) The registrant’s principal executive officer and principal financial officer are aware of no change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a)(1) The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is filed with the registrant’s annual Form N-CSR.

(2) Separate certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section  302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.

(3) Written solicitation to repurchase securities issued by closed-end companies: not applicable.

(b) A certification by the registrant’s principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

T. Rowe Price Retirement Funds, Inc.
By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	January 19, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	January 19, 2023

By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	January 19, 2023