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: December 31
Date of reporting period: June 30, 2023
Item 1. Reports to Shareholders
(a) Report pursuant to Rule 30e-1
Market
Commentary
Portfolio
Summary
Fund
Expense
Example
Financial
Highlights
Portfolio
of
Investments
Financial
Statements
and
Notes
Additional
Fund
Information
For
more
insights
from
T.
Rowe
Price
investment
professionals,
go
to
troweprice.com
.
T.
ROWE
PRICE
TRLAX
Retirement
Income
2020
Fund
–
.
T.
ROWE
PRICE
Retirement
Income
2020
Fund
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
Income
2020
Fund
Market
Commentary
Dear
Shareholder
Most
major
global
stock
and
bond
indexes
produced
positive
returns
during
the
first
half
of
your
fund’s
fiscal
year,
the
six-month
period
ended
June
30,
2023.
Despite
turmoil
in
the
banking
sector
and
a
protracted
debt
ceiling
standoff,
markets
were
resilient
as
growth
remained
positive
in
the
major
economies
and
corporate
earnings
results
came
in
stronger
than
expected.
For
the
six-month
period,
the
technology-oriented
Nasdaq
Composite
Index
gained
more
than
30%,
the
strongest
result
of
the
major
benchmarks,
as
tech
companies
benefited
from
investor
enthusiasm
for
artificial
intelligence
applications.
Growth
stocks
outperformed
value
shares,
and
developed
market
stocks
generally
outpaced
their
emerging
market
counterparts.
Currency
movements
were
mixed
over
the
period,
although
a
weaker
dollar
versus
major
European
currencies
was
beneficial
for
U.S.
investors
in
European
securities.
Within
the
S&P
500
Index,
the
information
technology,
communication
services,
and
consumer
discretionary
sectors
were
all
lifted
by
the
tech
rally
and
recorded
significant
gains.
Conversely,
the
defensive
utilities
sector
had
the
weakest
returns
in
the
growth-focused
environment,
and
the
energy
sector
also
lost
ground
amid
declining
oil
prices.
The
financials
sector
partly
recovered
from
the
failure
of
three
large
regional
banks
during
the
period
but
still
finished
with
modest
losses.
Cheaper
oil
contributed
to
slowing
inflation,
although
core
inflation
readings—
which
exclude
volatile
food
and
energy
prices—remained
stubbornly
high.
In
response,
the
Federal
Reserve
raised
its
short-term
lending
benchmark
rate
to
a
target
range
of
5.00%
to
5.25%
by
early
May,
the
highest
level
since
2007.
The
Fed
held
rates
steady
at
its
June
meeting,
but
policymakers
indicated
that
two
more
rate
hikes
could
come
by
the
end
of
the
year.
In
the
fixed
income
market,
returns
were
generally
positive
across
most
sectors
as
investors
benefited
from
the
higher
interest
rates
that
have
become
available
over
the
past
year.
Investment-grade
corporate
bonds
were
supported
by
generally
solid
balance
sheets
and
were
among
the
strongest
performers.
Global
economies
and
markets
showed
surprising
resilience
in
recent
months,
but,
moving
into
the
second
half
of
2023,
we
believe
investors
could
face
potential
challenges.
The
impact
of
the
Fed’s
rate
hikes
has
yet
to
be
fully
felt
in
the
economy,
and
while
the
regional
banking
turmoil
appears
to
have
been
contained
by
the
swift
actions
of
regulators,
it
could
weigh
on
credit
conditions.
Moreover,
market
consensus
still
seems
to
point
to
a
coming
recession,
although
hopes
have
emerged
that
such
a
downturn
could
be
more
modest.
T.
ROWE
PRICE
Retirement
Income
2020
Fund
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.
You
may
notice
that
this
report
no
longer
contains
the
commentary
on
your
fund’s
performance
and
positioning
that
we
previously
included
in
the
semiannual
shareholder
letters.
The
Securities
and
Exchange
Commission
(SEC)
adopted
new
rules
in
January
that
will
require
fund
reports
to
transition
to
a
new
format
known
as
a
Tailored
Shareholder
Report.
This
change
will
require
a
much
more
concise
summary
of
performance
rather
than
the
level
of
detail
we
have
provided
historically
while
also
aiming
to
be
more
visually
engaging.
As
we
prepare
to
make
changes
to
the
annual
reports
to
meet
the
new
report
regulatory
requirements
by
mid-2024,
we
felt
the
time
was
right
to
discontinue
the
optional
six-month
semiannual
fund
letter
to
focus
on
the
changes
to
come.
While
semiannual
fund
letters
will
no
longer
be
produced,
you
may
continue
to
access
current
fund
information
as
well
as
insights
and
perspectives
from
our
investment
team
on
our
personal
investing
website.
Thank
you
for
your
continued
confidence
in
T.
Rowe
Price.
Sincerely,
Robert
Sharps
CEO
and
President
T.
ROWE
PRICE
Retirement
Income
2020
Fund
Portfolio
Summary
PORTFOLIO
HIGHLIGHTS
NEUTRAL
AND
ACTUAL
ALLOCATIONS
As
of
6/30/23
Retirement
Income
2020
Fund
Sector(s)
Neutral
Allocation
Actual
Allocation
Position
U.S.
Large-Cap
Stocks
5.60%
4.90%
Equity
Index
500
9.02
8.75
Growth
Stock
2.38
3.42
U.S.
Large-Cap
Core
9.02
8.39
Value
1.96
1.76
U.S.
Equity
Research
U.S.
Mid-Cap
Stocks
1.75
2.08
Mid-Cap
Growth
1.75
1.98
Mid-Cap
Value
U.S.
Small-Cap
Stocks
1.16
0.87
New
Horizons
1.17
1.38
Small-Cap
Stock
1.17
1.16
Small-Cap
Value
International
Developed
4.25
3.73
International
Stock
Market
Stocks
4.25
3.81
International
Value
Equity
4.25
4.42
Overseas
Stock
International
Emerging
Market
Stocks
1.12
1.70
Emerging
Markets
Discovery
Stock
1.12
1.40
Emerging
Markets
Stock
Inflation
Focused
Stocks
2.63
2.59
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
52.60
52.34
Core
Fixed
Income
3.62
3.43
Dynamic
Global
Bond
5.43
4.79
International
Bond
(USD
Hedged)
16.29
13.43
New
Income
Diversifying
Fixed
Income
3.68
3.53
Emerging
Markets
Bond
1.10
1.32
Floating
Rate
2.58
3.16
High
Yield
11.20
10.65
Limited
Duration
Inflation
Focused
Bond
3.50
3.64
U.S.
Treasury
Long-Term
Short-Term
Income
0.00
3.72
Cash
and
Collateral
U.S.
Fixed
Income
Futures*
0.00
0.00
Interest
Rate
Futures*
Total
Bonds
47.40
47.67
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
Income
2020
Fund
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.
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
Income
2020
Fund
RETIREMENT
INCOME
2020
FUND
Beginning
Account
Value
1/1/23
Ending
Account
Value
6/30/23
Expenses
Paid
During
Period*
1/1/23
to
6/30/23
Actual
$1,000.00
$1,075.50
$2.73
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,022.17
2.66
*
Expenses
are
equal
to
the
fund’s
annualized
expense
ratio
for
the
6-month
period
(0.53%),
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
the
number
of
days
in
the
most
recent
fiscal
half
year
(181),
and
divided
by
the
days
in
the
year
(365)
to
reflect
the
half-year
period.
FUND
EXPENSE
EXAMPLE
(CONTINUED)
T.
ROWE
PRICE
Retirement
Income
2020
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
6
Months
.
Ended
6/30/23
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
NET
ASSET
VALUE
Beginning
of
period
$
8.49
$
10.91
$
10.66
$
10.20
$
9.09
$
10.29
Investment
activities
Net
investment
income
(1)(2)
0.06
0.23
0.19
0.14
0.21
0.19
Net
realized
and
unrealized
gain/loss
0.57
(1.82)
0.91
1.17
1.49
(0.68)
Total
from
investment
activities
0.63
(1.59)
1.10
1.31
1.70
(0.49)
Distributions
Net
investment
income
(0.25)
(0.30)
(0.33)
(0.22)
(0.24)
(0.29)
Net
realized
gain
—
(0.20)
(0.25)
(0.18)
(0.07)
(0.19)
Tax
return
of
capital
—
(0.33)
(0.27)
(0.45)
(0.28)
(0.23)
Total
distributions
(0.25)
(0.83)
(0.85)
(0.85)
(0.59)
(0.71)
NET
ASSET
VALUE
End
of
period
$
8.87
$
8.49
$
10.91
$
10.66
$
10.20
$
9.09
T.
ROWE
PRICE
Retirement
Income
2020
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
.
Ended
6/30/23
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
Ratios/Supplemental
Data
Total
return
(2)(3)(4)
7.55%
(14.76)%
10.46%
13.44%
19.10%
(4.99)%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
payments
by
Price
Associates
(4)
0.53%
(5)
0.53%
0.55%
0.51%
0.38%
0.77%
Net
expenses
after
payments
by
Price
Associates
(4)
0.53%
(5)
0.53%
0.55%
0.50%
0.25%
0.25%
Weighted
average
net
expenses
of
underlying
Price
Funds
(6)
0.00%
(5)
0.00%
0.00%
0.10%
0.45%
0.46%
Effective
net
expenses
0.53%
(5)
0.53%
0.55%
0.60%
0.70%
0.71%
Net
investment
income
(4)
1.33%
(5)
2.40%
1.72%
1.43%
2.12%
1.86%
Portfolio
turnover
rate
(4)
11.8%
47.8%
21.2%
53.4%
24.6%
37.5%
Net
assets,
end
of
period
(in
thousands)
$136,830
$128,122
$142,940
$95,235
$68,025
$31,449
0%
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
See
Note
5
for
details
of
expense-related
arrangements
with
Price
Associates.
(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
Income
2020
Fund
June
30,
2023
(Unaudited)
Portfolio
of
Investments
(1)
(1)
$
Value
12/31/22
$
Purchase
Cost
$
Sales
Cost
Shares
$
Value
6/30/23
(Cost
and
value
in
$000s)
BOND
MUTUAL
FUNDS
44.0%
T.
Rowe
Price
Funds:
New
Income
Fund
17,557
1,992
1,343
2,288,673
18,378
Limited
Duration
Inflation
Focused
Bond
Fund
13,814
1,576
1,002
3,129,853
14,585
International
Bond
Fund
(USD
Hedged)
6,094
680
495
805,736
6,551
U.S.
Treasury
Long-Term
Index
Fund
4,222
979
430
613,654
4,977
Emerging
Markets
Bond
Fund
4,623
447
394
560,977
4,836
Dynamic
Global
Bond
Fund
4,718
592
354
589,955
4,696
High
Yield
Fund
4,097
397
305
760,925
4,322
Floating
Rate
Fund
2,111
182
549
197,089
1,801
Total
Bond
Mutual
Funds
(Cost
$67,737)
60,146
EQUITY
MUTUAL
FUNDS
52.4%
T.
Rowe
Price
Funds:
Growth
Stock
Fund (2)
9,942
551
2,044
145,483
11,972
Value
Fund
11,408
565
1,118
285,633
11,491
Equity
Index
500
Fund
6,649
417
1,080
57,292
6,703
Overseas
Stock
Fund
5,722
299
614
494,401
6,056
International
Value
Equity
Fund
5,064
255
680
336,257
5,215
International
Stock
Fund
4,746
250
480
276,822
5,110
U.S.
Large-Cap
Core
Fund
3,095
1,380
265
142,838
4,682
Real
Assets
Fund
3,346
425
304
259,484
3,550
Mid-Cap
Growth
Fund
2,537
140
188
28,132
2,846
Mid-Cap
Value
Fund
2,499
126
156
87,362
2,707
U.S.
Equity
Research
Fund
2,287
207
545
55,959
2,412
Emerging
Markets
Discovery
Stock
Fund
2,194
116
172
177,568
2,324
Emerging
Markets
Stock
Fund
1,953
95
266
53,780
1,922
Small-Cap
Stock
Fund
1,744
97
139
33,559
1,885
Small-Cap
Value
Fund
1,535
78
100
31,732
1,586
New
Horizons
Fund (2)
1,040
62
110
21,993
1,196
Total
Equity
Mutual
Funds
(Cost
$62,389)
71,657
OTHER
MUTUAL
FUNDS
0.0%
T.
Rowe
Price
Funds:
Transition
Fund
11
1,000
997
133
13
Total
Other
Mutual
Funds
(Cost
$14)
13
T.
ROWE
PRICE
Retirement
Income
2020
Fund
$
Value
12/31/22
$
Purchase
Cost
$
Sales
Cost
Shares
$
Value
6/30/23
(Cost
and
value
in
$000s)
SHORT-TERM
INVESTMENTS
3.7%
Money
Market
Funds
3.7%
T.
Rowe
Price
U.S.
Treasury
Money
Fund,
4.74% (3)
5,186
2,635
2,723
5,098,193
5,098
Total
Short-Term
Investments
(Cost
$5,098)
5,098
Total
Investments
in
Securities
100.1%
of
Net
Assets
(Cost
$135,238)
$
136,914
(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
Income
2020
Fund
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
June
30,
2023.
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
$
(54)
$
(260)
$
119
Emerging
Markets
Bond
Fund
(97)
160
146
Emerging
Markets
Discovery
Stock
Fund
(34)
186
—
Emerging
Markets
Stock
Fund
(52)
140
—
Equity
Index
500
Fund
305
717
55
Floating
Rate
Fund
(25)
57
88
Growth
Stock
Fund
(382)
3,523
—
High
Yield
Fund
(44)
133
150
International
Bond
Fund
(USD
Hedged)
(101)
272
98
International
Stock
Fund
(33)
594
—
International
Value
Equity
Fund
28
576
—
Limited
Duration
Inflation
Focused
Bond
Fund
(110)
197
—
Mid-Cap
Growth
Fund
(22)
357
—
Mid-Cap
Value
Fund
(6)
238
—
New
Horizons
Fund
(36)
204
—
New
Income
Fund
(217)
172
366
Overseas
Stock
Fund
—
649
—
Real
Assets
Fund
(21)
83
—
Small-Cap
Stock
Fund
(24)
183
—
Small-Cap
Value
Fund
(8)
73
—
Transition
Fund
(7)
(1)
2
U.S.
Equity
Research
Fund
(22)
463
—
U.S.
Large-Cap
Core
Fund
(34)
472
—
U.S.
Treasury
Long-Term
Index
Fund
(137)
206
77
Value
Fund
(128)
636
—
U.S.
Treasury
Money
Fund,
4.74%
—
—
115
Totals
$
(1,261)#
$
10,030
$
1,216+
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$0
of
the
net
realized
gain
(loss).
+
Investment
income
comprised
$1,216
of
income
distributions
from
underlying
Price
Funds.
T.
ROWE
PRICE
Retirement
Income
2020
Fund
June
30,
2023
(Unaudited)
Statement
of
Assets
and
Liabilities
($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
$135,238)
$
136,914
Receivable
for
investment
securities
sold
490
Receivable
for
shares
sold
10
Total
assets
137,414
Liabilities
Payable
for
investment
securities
purchased
460
Investment
management
and
administrative
fees
payable
71
Payable
for
shares
redeemed
40
Other
liabilities
13
Total
liabilities
584
NET
ASSETS
$
136,830
Net
Assets
Consist
of:
Total
distributable
earnings
(loss)
$
(7,711)
Paid-in
capital
applicable
to
15,427,896
shares
of
$0.0001
par
value
capital
stock
outstanding;
30,000,000,000
shares
of
the
Corporation
authorized
144,541
NET
ASSETS
$
136,830
NET
ASSET
VALUE
PER
SHARE
$
8.87
T.
ROWE
PRICE
Retirement
Income
2020
Fund
(Unaudited)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/23
Investment
Income
(Loss)
Income
distributions
from
underlying
Price
Funds
$
1,216
Investment
management
and
administrative
expense
346
Net
investment
income
870
Realized
and
Unrealized
Gain
/
Loss
–
Net
realized
loss
on
Sales
of
underlying
Price
Funds
(1,261)
Change
in
net
unrealized
gain
/
loss
on
underlying
Price
Funds
10,030
Net
realized
and
unrealized
gain
/
loss
8,769
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
9,639
T.
ROWE
PRICE
Retirement
Income
2020
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/23
Year
Ended
12/31/22
Increase
(Decrease)
in
Net
Assets
Operations
Net
investment
income
$
870
$
3,123
Net
realized
gain
(loss)
(1,261)
434
Change
in
net
unrealized
gain
/
loss
10,030
(25,140)
Increase
(decrease)
in
net
assets
from
operations
9,639
(21,583)
Distributions
to
shareholders
Net
earnings
(3,847)
(6,993)
Tax
return
of
capital
–
(4,677)
Decrease
in
net
assets
from
distributions
(3,847)
(11,670)
Capital
share
transactions
*
Shares
sold
9,185
33,183
Distributions
reinvested
24
4,756
Shares
redeemed
(6,293)
(19,504)
Increase
in
net
assets
from
capital
share
transactions
2,916
18,435
Net
Assets
Increase
(decrease)
during
period
8,708
(14,818)
Beginning
of
period
128,122
142,940
End
of
period
$
136,830
$
128,122
*Share
information
(000s)
Shares
sold
1,051
3,458
Distributions
reinvested
3
558
Shares
redeemed
(720)
(2,027)
Increase
in
shares
outstanding
334
1,989
T.
ROWE
PRICE
Retirement
Income
2020
Fund
Unaudited
NOTES
TO
FINANCIAL
STATEMENTS
T.
Rowe
Price
Retirement
Funds,
Inc.
(the
corporation)
is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act).
T.
Rowe
Price
Retirement
Income
2020
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
to
provide
monthly
income.
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.
Investment
Transactions
and Investment
Income
Investment
transactions are
accounted
for
on
the
trade
date.
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,
would
be
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
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
The
fund
declares
and
pays
monthly
distributions
based
on
a
specified
payout
rate
of
approximately
5%
of
the
fund’s
average
net
asset
value
over
the
prior
five
years.
The
monthly
distribution
rate
per
share
is
expected
to
remain
constant
from
month
to
month
for
a
particular
calendar
year
and
is
reset
annually
each
January
based
on
the
fund’s
historical
average
net
asset
value
over
the
previous
five
years
(or,
until
the
fund
has
five
years
of
operating
history,
the
average
net
asset
value
of
a
similarly
managed
fund).
Effective
January
1,
2023,
the
monthly
distribution
rate
is
$0.0423
per
share. The
T.
ROWE
PRICE
Retirement
Income
2020
Fund
estimated
sources
of
each
distribution
are
communicated
to
shareholders
monthly;
at
fiscal
year-end,
distributions
are
re-characterized
to
ordinary
income,
capital
gain,
and
return
of
capital
(if
any)
to
reflect
their
tax
character
and
shareholders
are
notified
of
the
final
sources
of
the
per
share
distributions.
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.
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
valuation
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:
T.
ROWE
PRICE
Retirement
Income
2020
Fund
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)
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
June
30,
2023,
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
June
30,
2023,
aggregated
$15,543,000
and
$15,592,000,
respectively.
NOTE
4
-
FEDERAL
INCOME
TAXES
Generally,
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/
T.
ROWE
PRICE
Retirement
Income
2020
Fund
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
June
30,
2023,
the
cost
of
investments
(including
derivatives,
if
any)
for
federal
income
tax
purposes
was
$141,509,000.
Net
unrealized
loss
aggregated
$4,595,000
at
period-end,
of
which $9,635,000
related
to
appreciated
investments
and $14,230,000
related
to
depreciated
investments.
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
will
range
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;
and
acquired
fund
fees
and
expenses.
At
June
30,
2023,
the
effective
all-inclusive
management
fee
rate
was
0.53%.
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.
T.
ROWE
PRICE
Retirement
Income
2020
Fund
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
June
30,
2023,
the
fund
held
less
than
25%
of
the
outstanding
shares
of
any
underlying
Price
Fund.
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
the fund
invests.
Certain
events
may
cause
instability
across
global
markets,
including
reduced
liquidity
and
disruptions
in
trading
markets,
while
some
events
may
affect
certain
geographic
regions,
countries,
sectors,
and
industries
more
significantly
than
others,
and
exacerbate
other
pre-existing
political,
social,
and
economic
risks.
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.
In
March
2023,
the
collapse
of
some
US
regional
and
global
banks
as
well
as
overall
concerns
around
the
soundness
and
stability
of
the
global
banking
sector
has
sparked
concerns
of
a
broader
financial
crisis
impacting
the
overall
global
banking
sector.
In
certain
cases,
government
agencies
have
assumed
control
or
otherwise
intervened
in
the
operations
of
certain
banks
due
to
liquidity
and
solvency
concerns.
The
extent
of
impact
of
these
events
on
the
US
and
global
markets
is
highly
uncertain.
These
are
recent
examples
of
global
events
which
may
have
a
negative
impact
on
the
values
of
certain
portfolio
holdings
or the
fund’s
overall
performance.
Management
is
actively
monitoring
the
risks
and
financial
impacts
arising
from
these
events.
T.
ROWE
PRICE
Retirement
Income
2020
Fund
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.
RESULTS
OF
PROXY
VOTING
A
Special
Meeting
of
Shareholders
was
held
on
July
24,
2023
for
shareholders
of
record
on
April
7,
2023,
to
elect
the
following
director-nominees
to
serve
on
the
Board
of
all
Price
Funds.
The
newly
elected
Directors
took
office
effective
July
24,
2023.
The
results
of
the
voting
were
as
follows:
Teresa
Bryce
Bazemore,
Bruce
W.
Duncan,
Robert
J.
Gerrard,
Jr.,
Paul
F.
McBride
and
David
Oestreicher
continue
to
serve
as
Directors
on
the
Board
of
all
Price
Funds.
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
.
Votes
For
Votes
Withheld
Melody
Bianchetto
3,760,846,130
132,596,975
Mark
J.
Parrell
3,741,085,680
151,452,563
Kellye
L.
Walker
3,765,871,774
127,480,835
Eric
L.
Veiel
3,752,900,925
140,358,004
T.
ROWE
PRICE
Retirement
Income
2020
Fund
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
Each
year,
the
Board
of
Directors
(Board)
of
the
fund
considers
the
continuation
of
the
investment
management
agreement
(Advisory
Contract)
between
the
fund
and
its
investment
adviser,
T.
Rowe
Price
Associates,
Inc.
(Adviser).
In
that
regard,
at
a
meeting
held
on
March
6–7,
2023
(Meeting),
the
Board,
including
all
of
the
funds’
independent
directors,
approved
the
continuation
of
the
fund’s
Advisory
Contract.
At
the
Meeting,
the
Board
considered
the
factors
and
reached
the
conclusions
described
below
relating
to
the
selection
of
the
Adviser
and
the
approval
of
the
Advisory
Contract.
The
independent
directors
were
assisted
in
their
evaluation
of
the
Advisory
Contract
by
independent
legal
counsel
from
whom
they
received
separate
legal
advice
and
with
whom
they
met
separately.
In
providing
information
to
the
Board,
the
Adviser
was
guided
by
a
detailed
set
of
requests
for
information
submitted
by
independent
legal
counsel
on
behalf
of
the
independent
directors.
In
considering
and
approving
the
continuation
of
the
Advisory
Contract,
the
Board
considered
the
information
it
believed
was
relevant,
including,
but
not
limited
to,
the
information
discussed
below.
The
Board
considered
not
only
the
specific
information
presented
in
connection
with
the
Meeting
but
also
the
knowledge
gained
over
time
through
interaction
with
the
Adviser
about
various
topics.
The
Board
meets
regularly
and,
at
each
of
its
meetings,
covers
an
extensive
agenda
of
topics
and
materials
and
considers
factors
that
are
relevant
to
its
annual
consideration
of
the
renewal
of
the
T.
Rowe
Price
funds’
advisory
contracts,
including
performance
and
the
services
and
support
provided
to
the
funds
and
their
shareholders.
Services
Provided
by
the
Adviser
The
Board
considered
the
nature,
quality,
and
extent
of
the
services
provided
to
the
fund
by
the
Adviser.
These
services
included,
but
were
not
limited
to,
directing
the
fund’s
investments
in
accordance
with
their
investment
programs
and
the
overall
management
of
the
funds’
portfolios,
as
well
as
a
variety
of
related
activities
such
as
financial,
investment
operations,
and
administrative
services;
compliance;
maintaining
the
funds’
records
and
registrations;
and
shareholder
communications.
The
Board
also
reviewed
the
background
and
experience
of
the
Adviser’s
senior
management
team
and
investment
personnel
involved
in
the
management
of
the
fund,
as
well
as
the
Adviser’s
compliance
record.
The
Board
concluded
that
the
information
it
considered
with
respect
to
the
nature,
quality,
and
extent
of
the
services
provided
by
the
Adviser,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract.
Investment
Performance
of
the
Fund
The
Board
took
into
account
discussions
with
the
Adviser
and
detailed
reports
that
it
regularly
receives
throughout
the
year
on
relative
and
absolute
performance
for
the
T.
Rowe
Price
funds.
In
connection
with
the
Meeting,
the
Board
reviewed
information
provided
by
the
Adviser
that
compared
each
fund’s
total
returns,
as
well
as
a
wide
variety
of
other
previously
agreed-upon
performance
measures
and
market
data,
against
relevant
benchmark
indexes
and
peer
groups
of
funds
with
similar
investment
programs
for
T.
ROWE
PRICE
Retirement
Income
2020
Fund
various
periods
through
December
31,
2022.
Additionally,
the
Board
reviewed
the
fund’s
relative
performance
information
as
of
September
30,
2022,
which
ranked
the
returns
of
the
fund
for
various
periods
against
a
universe
of
funds
with
similar
investment
programs
selected
by
Broadridge,
an
independent
provider
of
mutual
fund
data.
In
the
course
of
its
deliberations,
the
Board
considered
performance
information
provided
throughout
the
year
and
in
connection
with
the
Advisory
Contract
review
at
the
Meeting,
as
well
as
information
provided
during
investment
review
meetings
conducted
with
portfolio
managers
and
senior
investment
personnel
during
the
course
of
the
year
regarding
the
fund’s
performance.
The
Board
also
considered
relevant
factors,
such
as
overall
market
conditions
and
trends
that
could
adversely
impact
the
fund’s
performance,
length
of
the
fund’s
performance
track
record,
and
how
closely
the
fund’s
strategies
align
with
its
benchmarks
and
peer
groups.
The
Board
concluded
that
the
information
it
considered
with
respect
to
the
fund’s
performance,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract.
Costs,
Benefits,
Profits,
and
Economies
of
Scale
The
Board
reviewed
detailed
information
regarding
the
revenues
received
by
the
Adviser
under
the
Advisory
Contract
and
other
direct
and
indirect
benefits
that
the
Adviser
(and
its
affiliates)
may
have
realized
from
its
relationship
with
the
fund.
In
considering
soft-
dollar
arrangements
pursuant
to
which
research
may
be
received
from
broker-dealers
that
execute
the
fund’s
portfolio
transactions,
the
Board
noted
that
the
Adviser
bears
the
cost
of
research
services
for
all
client
accounts
that
it
advises,
including
the
T.
Rowe
Price
funds.
The
Board
received
information
on
the
estimated
costs
incurred
and
profits
realized
by
the
Adviser
from
managing
the
T.
Rowe
Price
funds.
The
Board
also
reviewed
estimates
of
the
profits
realized
from
managing
the
fund
in
particular,
and
the
Board
concluded
that
the
Adviser’s
profits
were
reasonable
in
light
of
the
services
provided
to
the
fund.
The
Board
also
considered
whether
the
benefits
under
the
fee
levels
set
forth
in
the
Advisory
Contract
or
otherwise
from
any
economies
of
scale
realized
by
the
Adviser.
Under
the
fund’s
Advisory
Contract,
the
fund
pays
the
Adviser
an
all-inclusive
management
fee,
which
is
based
on
the
fund’s
average
daily
net
assets.
The
all-
inclusive
management
fee
includes
investment
management
services
and
provides
for
the
Adviser
to
pay
all
of
the
fund’s
ordinary,
recurring
operating
expenses
except
for
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
nonrecurring,
extraordinary
expenses;
and
any
acquired
fund
fees
and
expenses.
In
accordance
with
a
predetermined
contractual
fee
schedule,
the
all-inclusive
management
fee
rate
for
the
fund
generally
starts
to
decline
around
the
time
the
fund
begins
reducing
its
overall
stock
exposure
and
then
continues
to
decline
over
time
as
the
fund
nears
and
then
passes
its
predetermined
target
date.
The
Adviser
has
generally
implemented
an
all-inclusive
management
fee
structure
in
situations
where
a
fixed
total
expense
ratio
is
useful
for
purposes
of
providing
certainty
of
fees
and
expenses
for
the
fund’s
investors
and
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
T.
ROWE
PRICE
Retirement
Income
2020
Fund
historically
has
sought
to
set
the
all-inclusive
management
fee
rate
at
levels
below
the
expense
ratios
of
comparable
funds
to
take
into
account
potential
future
economies
of
scale.
The
all-inclusive
management
fee
structure
also
provides
greater
flexibility
to
make
investment
changes,
including
underlying
fund
changes,
while
maintaining
a
certain
expense
ratio
for
investors.
In
addition,
the
Board
noted
that
the
funds
potentially
share
in
indirect
economies
of
scale
through
the
Adviser’s
ongoing
investments
in
its
business
in
support
of
the
T.
Rowe
Price
funds,
including
investments
in
trading
systems,
technology,
and
regulatory
support
enhancements,
and
the
ability
to
possibly
negotiate
lower
fee
arrangements
with
third-
party
service
providers.
The
Board
concluded
that
the
advisory
fee
structure
for
the
funds
provide
for
a
reasonable
sharing
of
benefits
from
any
economies
of
scale
with
the
funds’
investors.
Fees
and
Expenses
The
Board
was
provided
with
information
regarding
industry
trends
in
management
fees
and
expenses.
Among
other
things,
the
Board
reviewed
data
for
peer
groups
that
were
compiled
by
Broadridge,
which
compared:
(i)
contractual
management
fees,
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
of
the
fund
with
a
group
of
competitor
funds
selected
by
Broadridge
(Expense
Group)
and
(ii)
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
of
the
fund
with
a
broader
set
of
funds
within
the
Lipper
investment
classification
(Expense
Universe).
The
Board
considered
the
fund’s
contractual
management
fee
rate,
actual
management
fee
rate,
and
total
expenses
(all
of
which
generally
reflect
the
all-inclusive
management
fee
rate
applicable
to
the
fund
and
do
not
deduct
the
operating
expenses
paid
by
the
Adviser
as
part
of
the
overall
management
fee)
in
comparison
with
the
information
for
the
Broadridge
peer
groups.
Broadridge
generally
constructed
the
peer
groups
by
seeking
the
most
comparable
funds
based
on
similar
investment
classifications
and
objectives,
expense
structure,
asset
size,
and
operating
components
and
attributes
and,
where
applicable,
ranked
funds
into
quintiles,
with
the
first
quintile
representing
the
funds
with
the
lowest
relative
expenses
and
the
fifth
quintile
representing
the
funds
with
the
highest
relative
expenses.
The
information
provided
to
the
Board
indicated
that
the
fund’s
contractual
management
fee
ranked
third
out
of
four
funds
(Expense
Group),
the
fund’s
actual
management
fee
rate
ranked
in
the
fifth
quintile
(Expense
Group
and
Expense
Universe),
and
the
fund’s
total
expenses
ranked
in
the
second
quintile
(Expense
Group)
and
third
quintile
(Expense
Universe).
The
Board
also
reviewed
the
fee
schedules
for
other
investment
portfolios
with
similar
mandates
that
are
advised
or
subadvised
by
the
Adviser
and
its
affiliates,
including
separately
managed
accounts
for
institutional
and
individual
investors;
subadvised
funds;
and
other
sponsored
investment
portfolios,
including
collective
investment
trusts
and
pooled
vehicles
organized
and
offered
to
investors
outside
the
United
States.
Management
provided
the
Board
with
information
about
the
Adviser’s
responsibilities
and
services
provided
to
subadvisory
and
other
institutional
account
clients,
including
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
T.
ROWE
PRICE
Retirement
Income
2020
Fund
information
about
how
the
requirements
and
economics
of
the
institutional
business
are
fundamentally
different
from
those
of
the
proprietary
mutual
fund
business.
The
Board
considered
information
showing
that
the
Adviser’s
mutual
fund
business
is
generally
more
complex
from
a
business
and
compliance
perspective
than
its
institutional
account
business
and
considered
various
relevant
factors,
such
as
the
broader
scope
of
operations
and
oversight,
more
extensive
shareholder
communication
infrastructure,
greater
asset
flows,
heightened
business
risks,
and
differences
in
applicable
laws
and
regulations
associated
with
the
Adviser’s
proprietary
mutual
fund
business.
In
assessing
the
reasonableness
of
each
fund’s
management
fee
rate,
the
Board
considered
the
differences
in
the
nature
of
the
services
required
for
the
Adviser
to
manage
its
mutual
fund
business
versus
managing
a
discrete
pool
of
assets
as
a
subadviser
to
another
institution’s
mutual
fund
or
for
an
institutional
account
and
that
the
Adviser
generally
performs
significant
additional
services
and
assumes
greater
risk
in
managing
the
funds
and
other
T.
Rowe
Price
funds
than
it
does
for
institutional
account
clients,
including
subadvised
funds.
On
the
basis
of
the
information
provided
and
the
factors
considered,
the
Board
concluded
that
the
fees
paid
by
the
fund
under
the
Advisory
Contract
are
reasonable.
Approval
of
the
Advisory
Contract
As
noted,
the
Board
approved
the
continuation
of
the
fund’s
Advisory
Contract.
No
single
factor
was
considered
in
isolation
or
to
be
determinative
to
the
decision.
Rather,
the
Board
concluded,
in
light
of
a
weighting
and
balancing
of
all
factors
considered,
that
it
was
in
the
best
interests
of
the
fund
and
its
shareholders
for
the
Board
to
approve
the
continuation
of
the
Advisory
Contract
(including
the
fees
to
be
charged
for
services
thereunder).
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
100
East
Pratt
Street
Baltimore,
MD
21202
T.
Rowe
Price
Investment
Services,
Inc.
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.
F1083-051
8/23
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.
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 | | August 18, 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 | | August 18, 2023 |
| | |
| |
| By | | /s/ Alan S. Dupski |
| | Alan S. Dupski |
| | Principal Financial Officer |
| |
| Date | | August 18, 2023 |
