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Retirement Funds

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									ANNuAl
REPORT

May 31, 2011




T. Rowe PRice

Retirement Funds
The funds invest in a diversified portfolio of T. Rowe Price mutual
funds, offering a professionally managed, age-appropriate mix of
stocks and bonds up to and through retirement.
 T . R owe P rice R etirement F unds
 HIGHLIGHTS
 •	 Major	stock	and	bond	markets	in	the	U.S.	and	abroad	overcame	sig-
    nificant	headwinds	and	recorded	strong	gains	in	the	6-	and	12-month	
    periods	ended	May	31,	2011.	

 •	 The	Retirement	Funds	generated	solid	returns	during	both	periods	and	
    performed	well	against	their	respective	benchmarks.

 •	 The	funds’	domestic	and	international	equity	allocations	boosted	
    results	across	all	market	capitalization	ranges	and	styles	over	the	past	
    6-	and	12-month	periods.

 •	 Broad	diversification	in	our	fixed	income	portfolios,	especially	alloca-
    tions	to	high	yield,	emerging	markets,	and	non-U.S.	dollar-denominated	
    bonds,	also	enhanced	returns.

 •	 With	more	challenges	in	store	during	the	long,	slow	process	of	eco-
    nomic	recovery,	we	believe	that	fundamental	research	and	security	
    selection	are	likely	to	play	leading	roles.




The	views	and	opinions	in	this	report	were	current	as	of	May	31,	2011.	
They	 are	 not	 guarantees	 of	 performance	 or	 investment	 results	 and	
should	 not	 be	 taken	 as	investment	 advice.	 Investment	decisions	reflect	
a	 variety	 of	 factors,	 and	 the	 managers	 reserve	 the	 right	 to	 change	 their	
views	 about	 individual	 stocks,	 sectors,	 and	 the	 markets	 at	 any	 time.	     	
As	 a	 result,	 the	 views	 expressed	 should	 not	 be	 relied	 upon	 as	 a	 fore-
cast	of	the	fund’s	future	investment	intent.	The	report	is	certified	under	
the	 Sarbanes-Oxley	 Act,	 which	 requires	 mutual	 funds	 and	 other	 public	      	
companies	 to	 affirm	 that,	 to	 the	 best	 of	 their	 knowledge,	 the	 informa-
tion	in	their	financial	reports	is	fairly	and	accurately	stated	in	all	material	
respects.	




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T. Rowe Price Retirement Funds
Manager’s Letter


Fellow Shareholders
U.S. stocks overcame significant headwinds and generated robust returns as fallout

from the ongoing European debt crisis, political and social unrest in the oil-rich

Middle East and North Africa (MENA) region, and the devastating Japanese earth-

quake roiled markets. Non-U.S. equities also advanced, though returns varied widely

across regions. Domestic bonds produced modest gains overall, with investors in

higher-yielding segments of the market enjoying better returns. Non-U.S. bonds

outperformed their U.S. counterparts, helped by a weaker dollar against most major

currencies. In this environment, the Retirement Funds posted solid gains and per-

formed well versus their respective benchmarks for the 6- and 12-month periods

ended May 31, 2011.



      FuNd ENHaNcEmENTS
               As we mentioned in the semiannual report, we made several important
               changes to the T. Rowe Price Retirement Funds during the past year.
               These changes are intended to enhance the funds’ broad diversification
               and help position them to perform well under a variety of market
               conditions, including periods of inflation.
                  W
               •	 	 e	added	the	T.	Rowe	Price	Real	Assets	Fund	to	the	Retirement	
                  Funds’ underlying investments to gain equity exposure to industries
                  such as real estate, natural resources, precious metals, and global
                  infrastructure, which typically perform better in periods of above-
                  average inflation. The Real Assets Fund reached its full allocation
                  in each of the Retirement Funds as of March 17, 2011.
                  T
               •	 	 he	T.	Rowe	Price	Short	Term	Income	Fund	was	renamed	the	
                  T. Rowe Price Inflation Focused Bond Fund because the fund
                  shifted its focus to bonds that are indexed to inflation. The
                  transition was completed on May 2, 2011.


              1
Your Retirement Funds at Work
The	T.	Rowe	Price	Retirement	Funds	offer	a	professionally	managed,	age-appropriate		
balance	of	stocks	and	bonds,	shifting	their	investment	mix	automatically	over	time	to	
maintain	this	balance	up	to	and	through	retirement.
    Weighted %
    100%


     80
                                                                              Fixed Income

     60


     40                         Equity


     20


      0
          40+    35   30   25     20      15     10    5 Retirement 5    10    15      20     25      30   35   40+
                                                      (Assumes Age 65)
                           Years to Retirement                                Years Past Retirement


As	shown	in	the	accompanying	chart,	the	stock	allocation	of	each	fund	(other	than	the	
Retirement	Income	Fund)	is	reduced	as	the	target	retirement	date	draws	near	and	contin-
ues	to	reallocate	after	the	date.	For	example,	longer-dated	funds	like	the	Retirement	2055	
Fund	are	currently	at	their	highest	neutral	equity	allocation	of	90%.	In	contrast,	the	shorter-
dated	Retirement	2005	Fund	has	already	reached	its	target	date	but	continues	its	gradual	
equity	reduction.	Each	fund	reaches	its	most	conservative	planned	allocation	30	years	
after	its	stated	retirement	year.	At	this	point,	the	allocation	to	stocks	remains	fixed	at	20%	
of	assets,	with	the	remainder	in	bonds.	For	those	who	prefer	a	more	traditional	static	asset	
allocation	strategy,	the	Retirement	Income	Fund	maintains	a	relatively	consistent	invest-
ment	mix	of	approximately	60%	bonds	and	40%	stocks.	
The	allocations	reflected	in	the	glide	path	are	also	referred	to	as	“neutral”	allocations	
because	they	do	not	reflect	tactical	decisions	made	by	T.	Rowe	Price’s	Asset	Allocation	
Committee.	Periodically,	the	committee	may	make	modest	tactical	changes	by	adding	to	or	
subtracting	from	the	neutral	allocation	for	an	asset	class	or	sector.	These	“target”	alloca-
tions	are	based	on	our	assessment	of	market	conditions	and	reflect	our	12-	to	18-month	
outlook	for	the	domestic	and	global	economies,	various	asset	classes,	and	market	sectors.	
We	believe	that	our	approach	offers	several	important	benefits:
   P
•			 rofessional allocation	among	stocks	and	bonds	seeks	an	age-appropriate	balance	of	
   growth	potential	and	stability.
   B
•			 road diversification	across	a	range	of	underlying	mutual	funds	is	intended	to	help	
   reduce	the	impact	of	negative	performance	from	one	stock	or	sector.
   R
•			 egular rebalancing	of	the	investment	mix	can	help	keep	the	long-term	investment		
   strategy	on	track.
   L
•			 imited fees	since	the	expenses	of	each	Retirement	Fund	are	limited	to	those	of	the	
   underlying	funds	with	no	additional	management	fee.

                 2
         T
      •	 	 he	Retirement	Funds	added	the	T.	Rowe	Price	Summit	Cash	
         Reserves Fund to provide a reserve position that can help manage
         cash flows.
      In addition to the previously announced enhancements, we will
      be increasing the Retirement Funds’ international equity exposure
      gradually over the coming months, moving from about 20% to
      roughly 30% of their total equity allocation. International developed
      and emerging market equities continue to increase as a percentage
      of the global equity market and now represent nearly 60% of world
      market capitalization. Many of these countries enjoy higher economic
      growth rates than the U.S. and have companies with higher long-term
      earnings growth potential or more favorable valuations, offering attrac-
      tive investment opportunities that complement U.S. investments. The
      funds’ domestic equity exposure will be proportionately reduced so
      that each portfolio maintains its current overall allocation to stocks
      and bonds.
      Please note that the Real Assets Fund and the Inflation Focused Bond
      Fund are only available through the underlying investment lineup of
      the Retirement Funds. Investors cannot purchase these funds directly
      at the present time. Please remember that diversification cannot assure
      a profit or protect against loss in a declining market. All mutual funds
      are subject to market risk, including possible loss of principal.


BENcHmaRk cOmPOSITION
      In order to benchmark the performance of the Retirement Funds most
      effectively, we have designed a combined index portfolio specifically
      for	each	fund	(shown	in	the	Performance	Comparison	tables	on	the	
      following pages). As broad-weighted benchmarks, the weights of
      various asset classes in the combined index portfolios are intended
      to match the predetermined neutral weights given each fund’s loca-
      tion on the glide path. As a result, they provide a relative performance
      comparison for each of the Retirement Funds. Tactical changes to the
      target allocations between equities and fixed income are not incor-
      porated into the combined index benchmarks. The domestic equity
      portion of each fund is compared with the Russell 3000 Index, which
      measures the performance of 3,000 U.S. companies across all market
      capitalizations; non-U.S. equities, including emerging markets, are
      represented	by	the	MSCI	All	Country	World	ex-U.S.A.	Index;	and	
      fixed	income	is	measured	against	the	Barclays	Capital	U.S.	Aggregate	
      Index.	The	Barclays	Capital	U.S.	Treasury	Inflation	Protected	Securities	


     3
          (TIPS)	1–5	Year	Index	has	replaced	the	Citigroup	90-Day	U.S.	
          Treasury Bill Index as a measure of short-term investments. Because
          it includes Treasury inflation protected securities (TIPS), we believe
          the Barclays index offers a more appropriate comparison for short-
          term investments in light of the recent enhancements to the Inflation
          Focused Bond Fund.
          The	Performance	Comparison	tables	also	show	the	average	returns	for	
          each fund’s respective Lipper target-date categories, providing a tool
          to measure the performance of each fund against those with similar
          objectives. Although we display the Dow Jones target-date indexes in
          our Growth of $10,000 tables following this letter, we do not believe
          these indexes provide as good a comparison as our combined index
          portfolios because their asset class or sector weightings do not accu-
          rately match those of our funds.


maRkET ENVIRONmENT
         As 2010 came to a close, U.S. economic growth regained momentum
         with the assistance of extensive monetary and fiscal stimulus. Business
         activity expanded in this accommodative environment, and consumer
         income and spending showed gradual improvement. However, the
         U.S. economy did not grow as rapidly as expected in the first quarter
         of 2011, and ominous clouds emerged overseas. The European sover-
         eign debt crisis continued to simmer, while political uprisings spread
         across the MENA region and stoked fears of oil supply disruptions. In
                                                     mid-March, a devastating
M ajor I ndex R eturns                               earthquake and tsunami
                                                     struck northeastern Japan,
Periods	Ended	5/31/11	         6	Months	 12	Months
                                                     raising questions about the
S&P	500	Stock	Index	            15.03%	     25.95%   impact on global manufac-
Russell	1000	Index	             15.49	      26.81    turing supply chains and
Russell	2000	Index	             17.34	      29.75    corporate
                                                     profits in the world’s
Russell	3000	Index	             15.64	      27.04
                                                     third-largest economy.
 MSCI	All	Country	World		
 ex-U.S.A.	Index	                  13.90	   30.48      Major U.S. stock indexes
                                                       steadily pushed higher
 MSCI	Emerging	Markets	Index	       9.90	   29.18
                                                       before hitting resistance
 Barclays	Capital	U.S.		                               in late February, when
 Aggregate	Index	                   1.91	    5.84
                                                       the turmoil in the MENA
 Credit	Suisse	High	Yield	Index	    7.61	   16.82      region escalated into civil



         4
                 war in Libya. Markets dipped further on news of the devastation in
                 Japan, leading many investors to fear that a significant correction was
                 in the making. Equities proved resilient, however, and reached new
                 highs for the year in late April amid near-record corporate earnings and
                 a wave of merger and acquisition activity. Stocks retreated in the final
                 month of the period as risk aversion returned in the wake of mixed
                 economic data. U.S. mid-cap shares outperformed small- and large-
                                                               caps since our last report
         I NTEREST R ATE L EVELS
                                                               on November 30, 2010.
              10-Year	Treasury	Note
                                                                             TITLE	BOX
                                                               Value shares outperformed
4.0%
3.5
              5-Year	Treasury	Note                                           TYPE	IN	ALL	CAP
                                                               growth among large-cap
              90-Day	Treasury	Bill                             stocks, while the reverse
3.0
                                                               was true in the small-
2.5                                                            and mid-cap universes.
2.0                                                            Non-U.S. equities also
1.5                                                            advanced, though returns
1.0                                                            varied widely across
0.5
                                                               regions. Non-U.S. devel-
0.0
                                                               oped markets generally
                                                               outperformed emerging
       5/31/10     8/10           11/10      2/11    5/31/11
                                                               market equities.
       Source:	Federal	Reserve	Board.
                                                                         U.S. bonds also generated
                 positive	returns.	Commercial	mortgage-backed	securities	and	high	  90-Day	Treasury	Bill
                 yield bonds were among the stronger sectors as investors sought larger
                                                                                    5-Year	Treasury	Note
 4.0             coupons, while investment-grade corporate bonds posted more modest
 3.5             gains. Treasury securities benefited from strong demand in anticipa-
                                                                                    10-Year	Treasury	Note

 3.0             tion of renewed quantitative easing but gave back some of their gains
 2.5
                 in	November	as	yields	rose	across	all	maturities.	Concern	grew	that	
                 the latest round of quantitative easing—the Federal Reserve’s so-called
 2.0
                 QE2 plan to purchase $600 billion in longer-term Treasury bonds—
 1.5              TO RETYPE LaBELS weaken the U.S. dollar ON GRaPH aBOVE
        BE SuREwould further TO maTcH NumBERS aNd YEaRSand contribute to inflationary
 1.0    WITH THOSE PLOTTEd BELOW!! NOTE: Tick marks and lables will align with plotted
                                 many shown in original graph Slow edge-to-edge
                 pressures intick marksoverseas markets. becausebut continuing recoveries in
        line not with lables and
 0.5             non-U.S. developed markets helped to keep inflation and interest rates
        feature is used.
 0.0             low and allowed corporations to bolster their balance sheets. Emerging                     1.
   5/31/10           8/10         11/10       2/11          5/31/11         The	line	styles	should	be
                 market bonds offered attractive yields amid robust economic growth                         2.
                                                                            chosen	in	the	order	listed	
                 as a burgeoning middle class fuels more domestic consumption. Non-                         3.
                                                                            to	the	right		if	four	lines		
                 U.S. bonds outperformed their U.S. counterparts, helped by a weaker                        4.
                                                                            or	less	are	used.	
                 dollar against most major currencies.




                5
PORTFOLIO REVIEW aNd POSITIONING

      Stocks
      The funds’ domestic and international equity allocations generated
      strong absolute returns across all market capitalizations and styles over
      the past year. Our domestic stocks did well for the year but modestly
      underperformed relative to the Russell 3000 Index over the latter half
      due to weak security selection among our large-cap and mid-cap stock
      portfolios. Overall, our international stocks significantly outperformed
      the	benchmark	MSCI	All-Country	World	ex-U.S.A.	Index	over	the	
      12-month period. Non-U.S. developed market stocks outpaced the
      index for both periods. Emerging market stocks outperformed for the
      full year but weighed on the funds’ six-month relative returns. Our
      real assets stocks boosted absolute returns for the year but lagged their
      benchmark over the closing six months.
      We	are	overweight	stocks	versus	bonds	as	equities	appear	reasonably	
      valued.	While	recent	economic	news	indicates	a	modest	and	uneven	
      recovery, stocks appear to be supported by favorable earnings prospects
      and	reasonable	balance	sheets.	We	are	neutral	between	U.S.	growth	and	
      value stocks as the favorable economic and profit cycle should benefit
      value shares and growth stocks sport attractive valuations. Valuations
      currently favor large-cap stocks over small-caps, whose strong perfor-
      mance has led to rich pricing. U.S. growth prospects appear better than
      those of overseas developed markets, but we remain neutral between
      the two as the stronger growth has been priced into current U.S. stock
      valuations.	We	are	overweight	emerging	market	equities	given	more	
      attractive opportunities for growth over the medium and longer term
      relative to non-U.S. developed equity markets.

      Bonds
      The funds’ fixed income allocation provided strong returns on an
      absolute	basis	and	relative	to	the	Barclays	Capital	U.S.	Aggregate	
      Index. In particular, exposure to non-U.S. dollar-denominated bonds,
      emerging market bonds, and high yield bonds—which are not part
      of the index—significantly boosted returns as investors searched
      for attractive yields in the riskier areas of the market. The Inflation
      Focused Bond Fund provided strong relative and absolute returns
      as the fund’s focus shifted to TIPS. The recent outperformance was




      6
      largely due to the fund’s current maturity profile, which is positioned
      more as a short-term bond fund. Security selection helped our relative
      performance over the full year and closing six months.
      We	are	overweight	high	yield	bonds	relative	to	investment-grade	
      bonds following a period of strong returns and an associated decline
      in	yield	spreads	relative	to	Treasury	bonds.	We	favor	high	yield	
      bonds as defaults are expected to be modest, the economy is gradually
      improving, and issuers are taking advantage of low rates to refinance
      debt and extend maturities. Yields on government bonds are above
      trough levels in light of U.S. fiscal and monetary stimulus measures,
      although interest rates remain at historically low levels. A number
      of factors could push Treasury yields higher, including the gradually
      improving economy, continued new supply of Treasuries, reduced
      demand as Japan begins to finance reconstruction efforts, and the
      wind-down	of	the	Fed’s	quantitative	easing	program.	We	increased	
      our allocation to non-U.S. dollar-denominated bonds relative to U.S.
      investment-grade bonds as current U.S. monetary policy and the
      likelihood of persistent budget deficits could weigh on the dollar.
      We	continue	to	favor	emerging	market	bonds	over	U.S.	investment-
      grade bonds given the former’s attractive fundamentals and yields.


PERFORmaNcE cOmPaRISON

      RETIREmENT INcOmE FuNd

         The Retirement Income Fund seeks the highest total return over
         time consistent with an emphasis on capital appreciation and
         income generation by investing in a broadly diversified portfolio
         of professionally managed stock and bond mutual funds. Unlike
         the other T. Rowe Price Retirement Funds in which the allocations
         gradually become more conservative over time, the Retirement
         Income Fund seeks to maintain a consistent neutral allocation.
         As of May 31, 2011, the fund’s neutral allocation was 40% stocks
         and 60% bonds and short-term investments.




     7
         Shares	of	the	Retirement	Income	Fund	gained	7.95%	for	the	six	months	
         and 15.15% for the 12 months ended May 31, 2011. As shown in the
         Performance	Comparison	table,	the	fund	outpaced	its	combined	index	
                                                    portfolio over both periods
P erformance C omparison
                                                    but trailed its Lipper peer
	                                Total	Return       group average. Returns for
Periods	Ended	5/31/11	     6	Months	      12	Months the fund’s Advisor and R
                                                    Class	shares	were	slightly	
Retirement	Income	Fund	       7.95%	         15.15%
                                                    lower, reflecting the differ-
Retirement	Income	Fund–	                            ent fee structures for these
Advisor	Class	                7.90	          14.85
                                                    share classes.
Retirement	Income	Fund–	
R	Class	                     7.77	         14.58             The strong performance
                                                             of the Inflation Focused
Combined	Index	Portfolio	          6.58	           12.62
                                                             Bond Fund was the
Lipper	Mixed-Asset	Target		                                  primary driver of fund
Allocation	Moderate		                                        returns relative to the
Funds	Average	                     9.55	           18.21
                                                             benchmark. Allocations
F
	 or	definitions	of	the	benchmarks,	please	see	the	glossary. to high yield, emerging
                                                             market, and non-U.S.
           dollar-denominated bonds—none of which are represented in the
           benchmark fixed income index—also provided a significant boost
           to relative performance. Security selection in the underlying funds
           boosted returns relative to the index. Our small-cap and non-U.S.
           developed market value stocks helped returns versus the benchmark,
           but domestic mid-cap value shares detracted. An overweight exposure
           to equities versus fixed income aided relative performance but was
           modestly offset by our underweight to small-cap stocks. Please see
           the Portfolio Review and Positioning section on page 6 for more
           information.
        As of May 31, 2011, the fund’s assets were invested in T. Rowe
        Price mutual funds according to the target and actual allocations
        shown on page 25. At the end of our reporting period, the target
        allocations were 58.0% for bond and short-term fixed income funds
        and 42.0% for stock funds versus 58.5% and 41.5%, respectively, on
        November 30, 2010. The actual allocations may differ due to the time
        horizon, market conditions, trading environment, and other factors
        affecting fund management.




       8
        RETIREmENT 2005 FuNd

           The Retirement 2005 Fund seeks the highest total return over
           time consistent with an emphasis on both capital appreciation
           and income generation by investing in a broadly diversified port-
           folio of professionally managed stock and bond mutual funds.
           The fund’s age-appropriate asset allocation formula systematically
           adjusts to a more conservative investment mix as the target date
           approaches—and continues to adjust for another 30 years after
           the target retirement date. As of May 31, 2011, the fund’s neutral
           asset allocation was 45% stocks and 55% bonds and short-
           term investments.

         The Retirement 2005 Fund gained 8.85% for the six months and
         17.17% for the 12 months ended May 31, 2011. As shown in the
         Performance	Comparison	table,	the	fund	outpaced	its	combined	index	
         portfolio and its Lipper peer group average over both periods. Returns
                                                      for the fund’s Advisor
P erformance C omparison
                                                      and	R	Class	shares	were	
	                                Total	Return         slightly lower, reflecting
Periods	Ended	5/31/11	     6	Months	      12	Months   the different fee structures
Retirement	2005	Fund	         8.85%	         17.17%   for these share classes.
Retirement	2005	Fund–	                                       The strong performance
Advisor	Class	               8.78	         16.91             of the Inflation Focused
Retirement	2005	Fund–R	Class	 8.68	                16.58     Bond Fund was the
                                                             primary driver of fund
Combined	Index	Portfolio	          7.61	           14.72
                                                             returns relative to the
Lipper	Mixed-Asset	Target		                                  benchmark. Allocations
2010	Funds	Average	                7.73	           15.85
                                                             to high yield, emerging
	 or	definitions	of	the	benchmarks,	please	see	the	glossary.
F                                                            market, and non-U.S.
                                                             dollar-denominated
           bonds—none of which are represented in the benchmark fixed
           income index—also provided a significant boost to relative perfor-
           mance. Security selection in the underlying funds boosted returns
           relative to the index. Our small-cap and non-U.S. developed market
           value stocks helped returns versus the benchmark, but domestic
           mid-cap value shares detracted. An overweight exposure to equities
           versus fixed income aided relative performance but was modestly
           offset by our underweight to small-cap stocks, which performed well.
           Please see the Portfolio Review and Positioning section on page 6
           for more information.



       9
         As of May 31, 2011, the fund’s assets were invested in T. Rowe Price
         mutual funds according to the target and actual allocations shown
         on page 25. At the end of the period, the target allocations were
         53.0% for bond and short-term fixed income funds and 47.0% for
         stock funds—unchanged from our previous report on November 30,
         2010. The actual allocations may differ due to the time horizon,
         market conditions, trading environment, and other factors affecting
         fund management.

         RETIREmENT 2010 FuNd

           The Retirement 2010 Fund seeks the highest total return over
           time consistent with an emphasis on both capital appreciation
           and income generation by investing in a broadly diversified port-
           folio of professionally managed stock and bond mutual funds.
           The fund’s age-appropriate asset allocation formula systematically
           adjusts to a more conservative investment mix as the target date
           approaches—and continues to adjust for another 30 years after
           the target retirement date. As of May 31, 2011, the fund’s neutral
           asset allocation was 53.5% stocks and 46.5% bonds and short-
           term investments.

         The	Retirement	2010	Fund	gained	9.94%	for	the	six	months	and	
         19.17%	for	the	12	months	ended	May	31,	2011.	As	shown	in	the	
                                                    Performance	Comparison	
P erformance C omparison
                                                    table, the fund outpaced
	                                Total	Return       its combined index port-
Periods	Ended	5/31/11	     6	Months	      12	Months folio and its Lipper peer
Retirement	2010	Fund	         9.94%	         19.17% group average over both
                                                    periods. Returns for the
Retirement	2010	Fund–	
                                                    fund’s	Advisor	and	R	Class	
Advisor	Class	                9.78	          18.87
                                                    shares were slightly lower,
Retirement	2010	Fund–R	Class	 9.70	          18.60  reflecting the different fee
Combined	Index	Portfolio	     8.86	          16.97  structures for these share
Lipper	Mixed-Asset	Target	                          classes.
2010	Funds	Average	               7.73	            15.85

F
	 or	definitions	of	the	benchmarks,	please	see	the	glossary.




         10
The strong performance of the Inflation Focused Bond Fund was the
primary driver of fund returns relative to the benchmark. Allocations
to high yield, emerging market, and non-U.S. dollar-denominated
bonds—none of which are represented in the benchmark fixed income
index—also provided a significant boost to relative performance.
Security selection in the underlying funds boosted returns relative
to the index. Our small-cap and non-U.S. developed market value
stocks helped returns versus the benchmark, but domestic mid-cap
value shares detracted. An overweight exposure to equities versus
fixed income aided relative performance but was modestly offset by
our underweight to small-cap stocks, which performed well. Please
see the Portfolio Review and Positioning section on page 6 for
more information.
As of May 31, 2011, the fund’s assets were invested in T. Rowe Price
mutual funds according to the target and actual allocations shown
on page 26. At the end of the period, the target allocations were
44.5% for bond and short-term fixed income funds and 55.5% for
stock funds versus 44.0% and 56.0%, respectively, on November 30,
2010. The actual allocations may differ due to the time horizon,
market conditions, trading environment, and other factors affecting
fund management.

RETIREmENT 2015 FuNd

 The Retirement 2015 Fund seeks the highest total return over
 time consistent with an emphasis on both capital appreciation
 and income generation by investing in a broadly diversified port-
 folio of professionally managed stock and bond mutual funds.
 The fund’s age-appropriate asset allocation formula systematically
 adjusts to a more conservative investment mix as the target date
 approaches—and continues to adjust for another 30 years after
 the target retirement date. As of May 31, 2011, the fund had a
 neutral asset allocation of 63.0% stocks and 37.0% bonds and
 short-term investments.

The Retirement 2015 Fund gained 11.00% for the six months and
21.23% for the 12 months ended May 31, 2011. As shown in the
Performance	Comparison	table,	the	fund	outpaced	its	combined	index	
portfolio and its Lipper peer group average over both periods. Returns
for	the	fund’s	Advisor	and	R	Class	shares	were	slightly	lower,	reflecting	
the different fee structures for these share classes.



11
P erformance C omparison                                     Security selection in the
                                                             underlying funds boosted
	                                      Total	Return          returns relative to the
Periods	Ended	5/31/11	          6	Months	       12	Months    index. Our domestic and
Retirement	2015	Fund	             11.00%	          21.23%    non-U.S. large-cap value
Retirement	2015	Fund–	                                       stocks helped returns
Advisor	Class	                    10.85	           20.88     versus the benchmark, as
Retirement	2015	Fund–	
                                                             did our small-cap shares.
R	Class	                          10.72	           20.68     An overweight exposure
                                                             to equities versus fixed
Combined	Index	Portfolio	         10.23	           19.31
                                                             income aided relative
Lipper	Mixed-Asset	Target	                                   performance but was
2015	Funds	Average	                8.86	           17.67     modestly offset by our
	 or	definitions	of	the	benchmarks,	please	see	the	glossary.
F                                                            underweight to small-cap
                                                             stocks, which performed
           well.	Within	fixed	income,	allocations	to	high	yield,	emerging	market,	
           and non-U.S. dollar-denominated bonds—none of which are repre-
           sented in the benchmark fixed income index—provided a significant
           boost to relative performance. Please see the Portfolio Review and
           Positioning section on page 6 for more information.
        As of May 31, 2011, the fund’s assets were invested in T. Rowe Price
        mutual funds according to the target and actual allocations shown on
        page 26. At the end of the period, the target allocations were 35.0%
        for bond and short-term mutual funds and 65.0% for stock funds
        versus 34.5% and 65.5%, respectively, on November 30, 2010. The
        actual allocations may differ from the target allocations due to the
        time horizon, market conditions, trading environment, and other
        factors affecting fund management.

        RETIREmENT 2020 FuNd

         The Retirement 2020 Fund seeks the highest total return over
         time consistent with an emphasis on both capital appreciation
         and income generation by investing in a broadly diversified port-
         folio of professionally managed stock and bond mutual funds.
         The fund’s age-appropriate asset allocation formula systematically
         adjusts to a more conservative investment mix as the target date
         approaches—and continues to adjust for another 30 years after
         the target retirement date. As of May 31, 2011, the fund had a
         neutral	asset	allocation	of	71.0%	stocks	and	29.0%	bonds	and	
         short-term investments.



       12
P erformance C omparison                                       The Retirement 2020 Fund
                                                               gained 12.00% for the six
	                                   Total	Return               months and 23.05% for the
Periods	Ended	5/31/11	         6	Months	     12	Months         12 months ended May 31,
Retirement	2020	Fund	            12.00%	           23.05%      2011. As shown in the
Retirement	2020	Fund–	                                         Performance	Comparison	
Advisor	Class	                   11.82	            22.67       table, the fund outpaced
Retirement	2020	Fund–	
                                                               its combined index port-
R	Class	                         11.70	            22.39       folio and its Lipper peer
                                                               group average over both
Combined	Index	Portfolio	        11.38	            21.29
                                                               periods. Returns for the
Lipper	Mixed-Asset	Target	                                     fund’s	Advisor	and	R	Class	
2020	Funds	Average	               9.61	            19.27       shares were slightly lower,
	 or	definitions	of	the	benchmarks,	please	see	the	glossary.
F                                                              reflecting the different
                                                               fee structures for these
                                                               share classes.
         Security selection in the underlying funds boosted returns relative
         to the index. Our domestic and non-U.S. large-cap value stocks
         helped returns versus the benchmark, as did our small-cap shares.
         An overweight exposure to equities versus fixed income aided relative
         performance but was modestly offset by our underweight to small-
         cap	stocks,	which	performed	well.	Within	fixed	income,	allocations	
         to high yield, emerging market, and non-U.S. dollar-denominated
         bonds—none of which are represented in the benchmark fixed
         income index—provided a significant boost to relative performance.
         Please see the Portfolio Review and Positioning section on page 6 for
         more information.
         As of May 31, 2011, the fund’s assets were invested in T. Rowe Price
         mutual funds according to the target and actual allocations shown on
         page 27. At the end of the period, the target allocations were 27.0%
         for bond and short-term mutual funds and 73.0% for stock funds
         versus 26.5% and 73.5%, respectively, on November 30, 2010. The
         actual allocations may differ from the target allocations due to the
         time horizon, market conditions, trading environment, and other
         factors affecting fund management.




         13
        RETIREmENT 2025 FuNd

         The Retirement 2025 Fund seeks the highest total return over
         time consistent with an emphasis on both capital appreciation
         and income generation by investing in a broadly diversified port-
         folio of professionally managed stock and bond mutual funds.
         The fund’s age-appropriate asset allocation formula systematically
         adjusts to a more conservative investment mix as the target date
         approaches—and continues to adjust for another 30 years after
         the target retirement date. As of May 31, 2011, the fund had a
         neutral asset allocation of 78.0% stocks and 22.0% bonds and
         short-term investments.


         The Retirement 2025 Fund gained 12.71% for the six months and
         24.40% for the 12 months ended May 31, 2011. As shown in the
         Performance	Comparison	table,	the	fund	outpaced	its	combined	index	
                                                  portfolio and its Lipper
P erformance C omparison
                                                  peer group average over
	                              Total	Return       both periods. Returns for
Periods	Ended	5/31/11	   6	Months	      12	Months the fund’s Advisor and R
Retirement	2025	Fund	      12.71%	         24.40%
                                                  Class	shares	were	slightly	
                                                  lower, reflecting the differ-
Retirement	2025	Fund–	
                                                  ent fee structures for these
Advisor	Class	             12.58	          24.09
                                                  share classes.
Retirement	2025	Fund–	
R	Class	                     12.38	         23.81            Security selection in the
                                                             underlying funds boosted
Combined	Index	Portfolio	        12.33	            22.90
                                                             returns relative to the
Lipper	Mixed-Asset	Target		                                  index. Our domestic and
2025	Funds	Average	              11.56	            22.32
                                                             non-U.S. large-cap value
F
	 or	definitions	of	the	benchmarks,	please	see	the	glossary. stocks helped returns ver-
                                                             sus the benchmark, as
           did our small-cap shares. An overweight exposure to equities versus
           fixed income aided relative performance but was modestly offset by
           our	underweight	to	small-cap	stocks,	which	performed	well.	Within	
           fixed income, allocations to high yield, emerging market, and non-
           U.S. dollar-denominated bonds—none of which are represented in
           the benchmark fixed income index—provided a significant boost to
           relative performance. Please see the Portfolio Review and Positioning
           section on page 6 for more information.




        14
         As of May 31, 2011, the fund’s assets were invested in T. Rowe Price
         mutual funds according to the target and actual allocations shown on
         page 27. At the end of the period, the target allocations were 20.0%
         for bond and short-term fixed income mutual funds and 80.0% for
         stock funds—unchanged from our previous report on November 30,
         2010. The actual allocations may differ from the target allocations
         due to the time horizon, market conditions, trading environment,
         and other factors affecting fund management.

         RETIREmENT 2030 FuNd

           The Retirement 2030 Fund seeks the highest total return over
           time consistent with an emphasis on both capital appreciation
           and income generation by investing in a broadly diversified port-
           folio of professionally managed stock and bond mutual funds.
           The fund’s age-appropriate asset allocation formula systematically
           adjusts to a more conservative investment mix as the target date
           approaches—and continues to adjust for another 30 years after
           the target retirement date. As of May 31, 2011, the fund had a
           neutral asset allocation of 84.0% stocks and 16.0% bonds.


         The Retirement 2030 Fund gained 13.34% for the six months and
         25.63% for the 12 months ended May 31, 2011. As shown in the
                                                   Performance	Comparison	
P erformance C omparison                           table, the fund outpaced
                                                   its combined index port-
	                               Total	Return
Periods	Ended	5/31/11	    6	Months	      12	Months
                                                   folio and its Lipper peer
                                                   group average over both
Retirement	2030	Fund	       13.34%	         25.63%
                                                   periods. Returns for
Retirement	2030	Fund–	                             the fund’s Advisor and
Advisor	Class	              13.18	          25.30  R	Class	shares	were	
Retirement	2030	Fund–	                             slightly lower, reflecting
R	Class	                    13.07	          25.01  the different fee structures
Combined	Index	Portfolio	   13.17	          24.34  for these share classes.
Lipper	Mixed-Asset	Target		                                    Security selection in the
2030	Funds	Average	              11.74	            23.03       underlying funds boosted
F
	 or	definitions	of	the	benchmarks,	please	see	the	glossary.   returns relative to the
                                                               index. Our domestic and




         15
non-U.S. large-cap value stocks helped returns versus the benchmark,
as did our small-cap shares. An overweight exposure to equities versus
fixed income aided relative performance but was modestly offset by
our	underweight	to	small-cap	stocks,	which	performed	well.	Within	
fixed income, allocations to high yield, emerging market, and non-
U.S. dollar-denominated bonds—none of which are represented in
the benchmark fixed income index—provided a significant boost to
relative performance. Please see the Portfolio Review and Positioning
section on page 6 for more information.
As of May 31, 2011, the fund’s assets were invested in T. Rowe Price
mutual funds according to the target and actual allocations shown on
page 28. At the end of the period, the target allocations were 14.0%
for bond mutual funds and 86.0% for stock funds—unchanged from
our previous report on November 30, 2010. The actual allocations
may differ from the target allocations due to the time horizon, market
conditions, trading environment, and other factors affecting fund
management.

RETIREmENT 2035 FuNd

 The Retirement 2035 Fund seeks the highest total return over
 time consistent with an emphasis on both capital appreciation
 and income generation by investing in a broadly diversified port-
 folio of professionally managed stock and bond mutual funds.
 The fund’s age-appropriate asset allocation formula systematically
 adjusts to a more conservative investment mix as the target date
 approaches—and continues to adjust for another 30 years after
 the target retirement date. As of November 30, 2010, the fund had
 a	neutral	asset	allocation	of	89.0%	stocks	and	11.0%	bonds.

The Retirement 2035 Fund gained 13.82% for the six months and
26.50% for the 12 months ended May 31, 2011. As shown in the
Performance	Comparison	table,	the	fund	performed	in	line	with	its	
combined index portfolio and outpaced its Lipper peer group average
for the six-month period. The fund outperformed both benchmarks
over the 12-month reporting period. Returns for the fund’s Advisor




16
P erformance C omparison                                 and	R	Class	shares	were	
                                                         slightly lower, reflecting
	                               Total	Return             the different fee structures
Periods	Ended	5/31/11	     6	Months	     12	Months       for these share classes.
Retirement	2035	Fund	       13.82%	         26.50%
                                                             Security selection in the
Retirement	2035	Fund–	                                       underlying funds boosted
Advisor	Class	                   13.68	            26.15
                                                             returns relative to the
Retirement	2035	Fund–	                                       index. Our domestic and
R	Class	                         13.58	            26.00     non-U.S. large-cap value
Combined	Index	Portfolio	        13.85	            25.45     stocks helped returns
Lipper	Mixed-Asset	Target		                                  versus the benchmark, as
2035	Funds	Average	              13.03	            24.99     did our small-cap shares.
                                                             However, our U.S. mid-
F
	 or	definitions	of	the	benchmarks,	please	see	the	glossary.
                                                             cap value and large-cap
                                                             growth shares detracted
           from relative returns. An overweight exposure to equities versus fixed
           income aided relative performance but was modestly offset by our
           underweight	to	small-cap	stocks,	which	performed	well.	Within	fixed	
           income, allocations to high yield, emerging market, and non-U.S.
           dollar-denominated bonds—none of which are represented in the
           benchmark fixed income index—provided a significant boost to
           relative performance. Please see the Portfolio Review and Positioning
           section on page 6 for more information.
        As of May 31, 2011, the fund’s assets were invested in T. Rowe Price
        mutual funds according to the target and actual allocations shown on
        page	28.	At	the	end	of	the	period,	the	target	allocations	were	9.0%	
        for	bond	mutual	funds	and	91.0%	for	stock	funds—unchanged	from	
        our previous report on November 30, 2010. The actual allocations
        may differ from the target allocations due to the time horizon, market
        conditions, trading environment, and other factors affecting fund
        management.




       17
RETIREmENT   2040   FuNd
RETIREmENT   2045   FuNd
RETIREmENT   2050   FuNd
RETIREmENT   2055   FuNd

 The Retirement 2040, 2045, 2050, and 2055 Funds seek the
 highest total return over time consistent with an emphasis on
 both capital appreciation and income generation by investing in
 broadly diversified portfolios of professionally managed stock and
 bond mutual funds. The funds’ age-appropriate asset allocation
 formulas systematically adjust to more conservative investment
 mixes as the target date of each fund approaches—and continue
 to adjust for another 30 years after the target retirement date.
 These funds will follow similar investment paths for several years
 before their asset allocations begin to diverge, as the Retirement
 2035 Fund has recently done. As of May 31, 2011, each of
 these	funds	had	a	neutral	asset	allocation	of	90%	stocks	and	
 10% bonds.
 Each fund has a different Dow Jones Target benchmark (shown
 in the Growth of $10,000 charts after this letter) except for the
 Retirement 2050 and 2055 Funds, which share a Dow Jones
 Target benchmark. The funds share the same combined index
 portfolio. Each fund is managed as a separate portfolio. The total
 returns of each fund will vary due to asset flows, differing alloca-
 tions to underlying funds, and other factors.

•	 Retirement 2040 Fund: Shares of the Retirement 2040 Fund
   gained	13.96%	over	the	six	months	and	26.62%	for	the	12	months	
   ended	May	31,	2011.	As	shown	in	the	Performance	Comparison	
   table, the fund performed in line with its combined index port-
   folio and outpaced its Lipper peer group average for the six-
   month period. The fund outperformed both benchmarks over the
   12-month reporting period. Returns for the fund’s Advisor and
   R	Class	shares	were	slightly	lower,	reflecting	the	different	fee	
   structures for these share classes.
•	 Retirement 2045 Fund: Shares of the Retirement 2045 Fund
   gained	13.94%	over	the	six	months	and	26.65%	for	the	12	months	
   ended	May	31,	2011.	As	shown	in	the	Performance	Comparison	
   table, the fund performed in line with its combined index portfo-
   lio and outpaced its Lipper peer group average for the six-month
   period. The fund outperformed both benchmarks over the 12-month
   reporting period.

18
P erformance C omparison                                           Returns for the fund’s
                                                               	   	 dvisor	and	R	Class	
                                                                   A
	                                   Total	Return                   shares were slightly
Periods	Ended	5/31/11	         6	Months	     12	Months             lower, reflecting the
Retirement	2040	Fund	            13.96%	           26.62%          different fee structures
Retirement	2040	Fund–	                                             for these share classes.
Advisor	Class	                   13.81	            26.31
                                                               •	 	 etirement 2050
                                                                  R
Retirement	2040	Fund–	                                            Fund: Shares of the
R	Class	                         13.69	            25.99          Retirement 2050 Fund
Combined	Index	Portfolio	        13.91	            25.54          gained	13.90%	over	
Lipper	Mixed-Asset	Target		                                       the six months and
2040	Funds	Average	              12.81	            25.02          26.57% for the 12
                                                                  months ended May 31,
Retirement	2045	Fund	            13.94	            26.65
                                                                  2011. As shown in
Retirement	2045	Fund–	                                            the Performance
Advisor	Class	                   13.80	            26.31
                                                                  Comparison	table,	
Retirement	2045	Fund–	                                            the fund performed in
R	Class	                         13.70	            26.03          line with its combined
Combined	Index	Portfolio	        13.91	            25.54          index portfolio and
Lipper	Mixed-Asset	Target		                                       outpaced its Lipper
2045	Funds	Average	              13.55	            25.79          peer group average for
                                                                  the six-month period.
Retirement	2050	Fund	            13.90	            26.57
                                                                  The fund outperformed
Retirement	2050	Fund–	                                            both benchmarks over
Advisor	Class	                   13.74	            26.31
                                                                  the 12-month report-
Retirement	2050	Fund–	                                            ing period. Returns for
R	Class	                         13.59	            25.94          the fund’s Advisor and
Retirement	2055	Fund	            13.88	            26.57          R	Class	shares	were	
Retirement	2055	Fund–	                                            slightly lower, reflect-
Advisor	Class	                   13.82	            26.25          ing the different fee
                                                                  structures for these
Retirement	2055	Fund–	
R	Class	                         13.60	            25.87
                                                                  share classes.
Combined	Index	Portfolio	        13.91	            25.54
Lipper	Mixed-Asset	Target		
2050+	Funds	Average	             13.16	            25.45

F
	 or	definitions	of	the	benchmarks,	please	see	the	glossary.




         19
     •	 	 etirement 2055 Fund: Shares of the Retirement 2055 Fund
        R
        gained 13.88% over the six months and 26.57% for the 12 months
        ended	May	31,	2011.	As	shown	in	the	Performance	Comparison	
        table, the fund performed in line with its combined index port-
        folio and outpaced its Lipper peer group average for the six-
        month period. The fund outperformed both benchmarks over
        the 12-month reporting period. Returns for the fund’s Advisor
        and	R	Class	shares	were	slightly	lower,	reflecting	the	different	fee	
        structures for these share classes.
     Security selection in the underlying funds boosted returns relative to
     the index. Our domestic and non-U.S. large-cap value stocks helped
     returns versus the benchmark, as did our small-cap shares. However,
     our U.S. mid-cap value and large-cap growth shares detracted from
     relative returns. An overweight exposure to equities versus fixed
     income aided relative performance but was modestly offset by our
     underweight	to	small-cap	stocks,	which	performed	well.	Within	fixed	
     income, allocations to high yield, emerging market, and non-U.S.
     dollar-denominated bonds—none of which are represented in the
     benchmark fixed income index—provided a significant boost to
     relative performance. Please see the Portfolio Review and Positioning
     section on page 6 for more information.
     As of May 31, 2011, the funds’ assets were invested in T. Rowe Price
     mutual funds according to the target and actual allocations shown on
     pages	29–30.	At	the	end	of	the	reporting	period,	the	funds’	target	allo-
     cations	were	8.0%	bond	mutual	funds	and	92.0%	stock	funds	versus	
     8.5%	and	91.5%,	respectively,	on	November	30,	2010.	The	actual	
     allocations may differ from the target allocations due to the time
     horizon, market conditions, trading environment, and other factors
     affecting fund management.


OuTLOOk
     The global economy continues to recover at a modest, if uneven, pace.
     Corporations	are	in	much	better	financial	shape	than	they	have	been	in	
     some time and should do well as the global economic recovery gradu-
     ally unfolds. The U.S. and other developed markets remain on a path
     toward moderate economic growth, with generally positive trends in
     industrial activity and consumer spending. Key emerging markets have
     largely been able to promote growth and contain inflation and should
     continue to benefit from increasing industrialization and expanding
     consumer wealth.


     20
However, challenges remain. Public debt in the developed world
continues to grow at an alarming rate, fed by extensive social welfare
programs and massive economic stimulus costs. Although emerging
markets generally enjoy healthier fiscal positions, policymakers in
these countries face their own challenges as they try to tame mounting
inflationary pressures without undermining economic growth. In an
environment of moderate and uneven economic growth, the identifica-
tion of attractive long-term investment opportunities will depend on
strong fundamental research, a disciplined security selection and asset
allocation process, and careful attention to risk. These attributes have
always formed the core of our investment approach, and we believe
they will continue to add value for shareholders over the long term.
In closing, we would like to inform shareholders that Ned Notzon
will be retiring at the end of 2011 after more than two decades with
T.	Rowe	Price.	We	thank	Ned	for	his	invaluable	contributions	over	
the years and his unwavering dedication to the needs of our clients
and	shareholders.	Jerome	Clark,	who	has	helped	to	manage	the	funds	
since their inception, will become the sole chairman of the funds’
Investment	Advisory	Committee	effective	August	1,	2011.	As	always,	
we thank our fellow shareholders for your continued trust as we
work together over the coming months to ensure a thoughtful and
seamless transition.


Respectfully submitted,



Edmund M. Notzon, III
Co-portfolio manager and co-chairman of the funds’ Investment
Advisory Committee




Jerome	A.	Clark
Co-portfolio manager and co-chairman of the funds’ Investment
Advisory Committee
June 23, 2011




21
T. Rowe Price Retirement Funds




  T. Rowe Price Retirement Funds
  T. Rowe Price Retirement Funds–advisor class
  T. Rowe Price Retirement Funds–R class
  Supplement	to	prospectus

  In	each	fund’s	summary	in	Section	1,	the	following	is	added	to	the	second	paragraph	
  under	Management:

    E
  	 	 ffective	August	1,	2011,	Jerome	A.	Clark	will	become	sole	chairman	of	the	fund’s	
    Investment	Advisory	Committee.

  In	Section	3,	the	following	is	added	to	the	paragraph	under	Portfolio Management:

    M
  	 	 r.	Clark	became	co-chairman	of	the	committee	in	2008	along	with	Mr.	Notzon	but	
    has	been	involved	in	managing	each	fund	since	its	inception.	Mr.	Clark	will	become	
    sole	chairman	of	the	committee	on	August	1,	2011.	Mr.	Notzon	will	then	remain	a	
    member	of	the	committee	until	he	retires	from	T.	Rowe	Price	on	December	31,	2011.

  The	date	of	this	supplement	is	July	15,	2011.

                                                                          C16-041		7/15/11




  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	mar-
  kets,	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	assess-
  ment	of	companies	held	in	a	fund	may	prove	incorrect,	resulting	in	losses	or	poor	perfor-
  mance	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	accompa-
  nies	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.



              22
T. Rowe Price Retirement Funds




  Risks of Investing (continued)
  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.

  Glossary
  Barclays capital u.S. aggregate Index:	An	unmanaged	index	that	tracks	domestic	
  investment-grade	bonds,	including	corporate,	government,	and	mortgage-backed		
  securities.	Formerly	known	as	the	Lehman	Brothers	U.S.	Aggregate	Index.

  Barclays capital 1–3 Year Government/credit Index: An	unmanaged	index	that	tracks	
  short-term	debt	instruments.

  Barclays capital u.S. Treasury Inflation Protected Securities (TIPS) 1–5 Year Index:		
  An	unmanaged	index	composed	of	U.S.	Treasury	inflation	protected	securities	with	
  maturities	between	one	year	and	five	years.

  citigroup 90-day u.S. Treasury Bill Index:	An	unmanaged	index	designed	to	track	short-
  term	government	securities.	

  combined index portfolios:	Blended	index	portfolios	created	as	custom	benchmarks		
  for	each	of	the	Retirement	Funds.	The	combined	index	portfolios	are	composed	of	the	
  following	indexes:

     R
  •	 	 etirement Income Fund—An	unmanaged	portfolio	composed	of	31.60%	Russell	3000	
     Index,	30.00%	Barclays	Capital	U.S.	Aggregate	Index,	30.00%	Barclays	Capital	U.S.	
     Treasury	Inflation	Protected	Securities	(TIPS)	1–5	Year	Index,	and	8.40%	MSCI	All	
     Country	World	ex-U.S.	Index.	

     R
  •	 	 etirement 2005 Fund—An	unmanaged	portfolio	composed	of	35.55%	Russell	3000	
     Index,	40.00%	Barclays	Capital	U.S.	Aggregate	Index,	15.00%	Barclays	Capital	U.S.	
     Treasury	Inflation	Protected	Securities	(TIPS)	1–5	Year	Index,	and	9.45%	MSCI	All	
     Country	World	ex-U.S.	Index.	

     R
  •	 	 etirement 2010 Fund—An	unmanaged	portfolio	composed	of	42.27%	Russell	3000	
     Index,	35.50%	Barclays	Capital	U.S.	Aggregate	Index,	11.00%	Barclays	Capital	U.S.	
     Treasury	Inflation	Protected	Securities	(TIPS)	1–5	Year	Index,	and	11.23%	MSCI	All	
     Country	World	ex-U.S.	Index.

     R
  •	 	 etirement 2015 Fund—An	unmanaged	portfolio	composed	of	49.77%	Russell	3000	
     Index,	30.50%	Barclays	Capital	U.S.	Aggregate	Index,	6.50%	Barclays	Capital	U.S.	
     Treasury	Inflation	Protected	Securities	(TIPS)	1–5	Year	Index,	and	13.23%	MSCI	All	
     Country	World	ex-U.S.	Index.



              23
T. Rowe Price Retirement Funds




  Glossary (continued)
     R
  •	 	 etirement 2020 Fund—An	unmanaged	portfolio	composed	of	56.09%	Russell	3000	
     Index,	26.00%	Barclays	Capital	U.S.	Aggregate	Index,	3.00%	Barclays	Capital	U.S.	
     Treasury	Inflation	Protected	Securities	(TIPS)	1–5	Year	Index,	and	14.91%	MSCI	All	
     Country	World	ex-U.S.	Index.

     R
  •	 	 etirement 2025 Fund—An	unmanaged	portfolio	composed	of	61.62%	Russell	3000	
     Index,	21.00%	Barclays	Capital	U.S.	Aggregate	Index,	1.00%	Barclays	Capital	U.S.	
     Treasury	Inflation	Protected	Securities	(TIPS)	1–5	Year	Index,	and	16.38%	MSCI	All	
     Country	World	ex-U.S.	Index.	

  •	 Retirement 2030 Fund—An	unmanaged	portfolio	composed	of	66.36%	Russell	3000	
     Index,	16.00%	Barclays	Capital	U.S.	Aggregate	Index,	and	17.64%	MSCI	All	Country	
     World	ex-U.S.	Index.

     R
  •	 	 etirement 2035 Fund—An	unmanaged	portfolio	composed	of	70.31%	Russell	3000	
     Index,	11.00%	Barclays	Capital	U.S.	Aggregate	Index,	and	18.69%	MSCI	All	Country	
     World	ex-U.S.	Index.

     R
  •	 	 etirement 2040, 2045, 2050, and 2055 Funds—An	unmanaged	portfolio	composed	
     of	71.10%	Russell	3000	Index,	10.00%	Barclays	Capital	U.S.	Aggregate	Index,	and	
     18.90%	MSCI	All	Country	World	ex-U.S.	Index.

  credit Suisse High Yield Index: An	unmanaged	index	designed	to	track	the	U.S.	dollar-
  denominated	high	yield	bond	market.

  dow Jones moderately conservative Portfolio Index:	An	unmanaged	index	composed	of	
  an	underlying	blend	of	U.S.	and	non-U.S.	stock,	bond,	and	cash	indexes.	It	is	designed	
  to	capture	40%	of	the	risk	and	return	of	the	Dow	Jones	Aggressive	Portfolio	Index,	an	all-
  stock	index.

  dow Jones Target-date Portfolio Indexes:	A	series	of	unmanaged	indexes	composed	of	
  different	allocations	of	stocks,	bonds,	and	short-term	investments	that	reflect	reductions	
  in	potential	risk	over	time.	Each	index	in	the	series	allocates	among	U.S.	stock,	bond,	
  and	cash	subindexes	on	a	monthly	basis	to	measure	predefined	relative	risk	levels.

  Lipper averages:	The	averages	of	available	mutual	fund	performance	returns	for	speci-
  fied	time	periods	in	categories	defined	by	Lipper	Inc.

  mScI all country World ex-u.S.a. Index:	An	unmanaged	index	that	measures	equity		
  market	performance	of	developed	and	emerging	countries,	excluding	the	United	States.

  Russell 2000 Index:	An	unmanaged	index	that	tracks	the	stocks	of	2,000	small	U.S.	
  companies.




              24
T. Rowe Price Retirement Funds




  Glossary (continued)
  Russell 3000 Index: An	unmanaged	index	that	tracks	the	performance	of	3,000	U.S.	
  companies	representing	approximately	98%	of	the	investable	U.S.	equity	market.

  S&P 500 Index:	An	unmanaged	index	that	tracks	the	stocks	of	500	primarily	large		
  U.S.	companies.	

  Yield curve: A	graph	depicting	the	relationship	between	yields	and	maturity	dates	for	a	
  set	of	similar	securities.	These	curves	are	in	constant	flux.	One	of	the	key	activities	in	
  managing	any	fixed	income	portfolio	is	to	study	the	trends	reflected	by	yield	curves.




              25
T. Rowe Price Retirement Funds




 P ortfolio H ighlights

     TARGET ALLOCATIONS FOR UNDERLYING FUNDS
     As	of	5/31/11
     Retirement Income Fund
      	                               Target	       Actual
      Sector	                     Allocation	   Allocation	   Fund
      Short-Term	Income	             0.00%	         0.6%	     Summit	Cash	Reserves
      Domestic	Bonds	               18.20	         18.1	      New	Income
      High	Yield	Bonds	              3.64	          3.6	      High	Yield
      International	Bonds	           3.08	          3.0	      Emerging	Markets	Bond
      	                              3.08	          3.0	      International	Bond
      Inflation	Focused	Bonds	      30.00	         29.8	      Inflation	Focused	Bond
      Large-Cap	Stocks	             25.90	         25.5	      Equity	Index	500
      Mid-Cap	Stocks	                1.74	          1.8	      Mid-Cap	Growth
      	                              1.74	          1.8	      Mid-Cap	Value
      Small-Cap	Stocks	              0.77	          0.8	      New	Horizons
      	                              0.77	          0.8	      Small-Cap	Stock
      	                              0.77	          0.8	      Small-Cap	Value
      International	Stocks	          1.52	          1.5	      Emerging	Markets	Stock
      	                              2.23	          2.3	      International	Growth	&	Income
      	                              2.41	          2.3	      International	Stock
      	                              2.26	          2.3	      Overseas	Stock
      Inflation	Focused	Stocks	      1.89	          2.1	      Real	Assets

      Retirement 2005 Fund
      	                               Target	       Actual
      Sector	                     Allocation	   Allocation	   Fund
      Short-Term	Income	             0.00%	         0.5%	     Summit	Cash	Reserves
      Domestic	Bonds	               24.70	         24.6	      New	Income
      High	Yield	Bonds	              4.94	          4.8	      High	Yield
      International	Bonds	           4.18	          4.1	      Emerging	Markets	Bond
      	                              4.18	          4.1	      International	Bond
      Inflation	Focused	Bonds	      15.00	         14.8	      Inflation	Focused	Bond
      Large-Cap	Stocks	             28.98	         28.7	      Equity	Index	500
      Mid-Cap	Stocks	                1.95	          2.0	      Mid-Cap	Growth
      	                              1.95	          2.0	      Mid-Cap	Value
      Small-Cap	Stocks	              0.86	          0.9	      New	Horizons
      	                              0.86	          0.9	      Small-Cap	Stock
      	                              0.86	          0.9	      Small-Cap	Value
      International	Stocks	          1.70	          1.7	      Emerging	Markets	Stock
      	                              2.50	          2.5	      International	Growth	&	Income
      	                              2.70	          2.7	      International	Stock
      	                              2.52	          2.5	      Overseas	Stock
      Inflation	Focused	Stocks	      2.12	          2.3	      Real	Assets




                26
T. Rowe Price Retirement Funds




 P ortfolio H ighlights

     TARGET ALLOCATIONS FOR UNDERLYING FUNDS
     As	of	5/31/11
     Retirement 2010 Fund
      	                               Target	       Actual
      Sector	                     Allocation	   Allocation	   Fund
      Short-Term	Income	             0.00%	         0.2%	     Summit	Cash	Reserves
      Domestic	Bonds	               21.76	         21.7	      New	Income
      High	Yield	Bonds	              4.36	          4.3	      High	Yield
      International	Bonds	           3.69	          3.6	      Emerging	Markets	Bond
      	                              3.69	          3.6	      International	Bond
      Inflation	Focused	Bonds	      11.00	         10.8	      Inflation	Focused	Bond
      Large-Cap	Stocks	             26.89	         26.8	      Equity	Index	500
      	                              3.68	          3.6	      Growth	Stock
      	                              3.68	          3.6	      Value
      Mid-Cap	Stocks	                2.30	          2.3	      Mid-Cap	Growth
      	                              2.30	          2.3	      Mid-Cap	Value
      Small-Cap	Stocks	              1.01	          1.0	      New	Horizons
      	                              1.01	          1.0	      Small-Cap	Stock
      	                              1.01	          1.0	      Small-Cap	Value
      International	Stocks	          2.00	          2.0	      Emerging	Markets	Stock
      	                              2.95	          3.0	      International	Growth	&	Income
      	                              3.19	          3.2	      International	Stock
      	                              2.99	          3.0	      Overseas	Stock
      Inflation	Focused	Stocks	      2.49	          2.7	      Real	Assets

      Retirement 2015 Fund
      	                               Target	       Actual
      Sector	                     Allocation	   Allocation	   Fund
      Short-Term	Income	             0.00%	         0.5%	     Summit	Cash	Reserves
      Domestic	Bonds	               18.51	         18.5	      New	Income
      High	Yield	Bonds	              3.71	          3.6	      High	Yield
      International	Bonds	           3.14	          3.1	      Emerging	Markets	Bond
      	                              3.14	          3.1	      International	Bond
      Inflation	Focused	Bonds	       6.50	          6.4	      Inflation	Focused	Bond
      Large-Cap	Stocks	             22.49	         22.2	      Equity	Index	500
      	                              8.80	          8.7	      Growth	Stock
      	                              8.80	          8.7	      Value
      Mid-Cap	Stocks	                2.70	          2.7	      Mid-Cap	Growth
      	                              2.70	          2.7	      Mid-Cap	Value
      Small-Cap	Stocks	              1.18	          1.2	      New	Horizons
      	                              1.18	          1.2	      Small-Cap	Stock
      	                              1.18	          1.2	      Small-Cap	Value
      International	Stocks	          2.35	          2.4	      Emerging	Markets	Stock
      	                              3.46	          3.4	      International	Growth	&	Income
      	                              3.74	          3.7	      International	Stock
      	                              3.49	          3.5	      Overseas	Stock
      Inflation	Focused	Stocks	      2.93	          3.1	      Real	Assets

                27
T. Rowe Price Retirement Funds




 P ortfolio H ighlights

     TARGET ALLOCATIONS FOR UNDERLYING FUNDS
     As	of	5/31/11
     Retirement 2020 Fund
      	                               Target	       Actual
      Sector	                     Allocation	   Allocation	   Fund
      Short-Term	Income	             0.00%	         0.9%	     Summit	Cash	Reserves
      Domestic	Bonds	               15.60	         15.6	      New	Income
      High	Yield	Bonds	              3.12	          3.0	      High	Yield
      International	Bonds	           2.64	          2.6	      Emerging	Markets	Bond
      	                              2.64	          2.6	      International	Bond
      Inflation	Focused	Bonds	       3.00	          2.9	      Inflation	Focused	Bond
      Large-Cap	Stocks	             17.92	         17.7	      Equity	Index	500
      	                             13.55	         13.4	      Growth	Stock
      	                             13.55	         13.4	      Value
      Mid-Cap	Stocks	                3.03	          3.0	      Mid-Cap	Growth
      	                              3.03	          3.0	      Mid-Cap	Value
      Small-Cap	Stocks	              1.33	          1.4	      New	Horizons
      	                              1.33	          1.4	      Small-Cap	Stock
      	                              1.33	          1.3	      Small-Cap	Value
      International	Stocks	          2.64	          2.6	      Emerging	Markets	Stock
      	                              3.88	          3.8	      International	Growth	&	Income
      	                              4.19	          4.1	      International	Stock
      	                              3.93	          3.9	      Overseas	Stock
      Inflation	Focused	Stocks	      3.29	          3.5	      Real	Assets

      Retirement 2025 Fund
      	                               Target	       Actual
      Sector	                     Allocation	   Allocation	   Fund
      Short-Term	Income	             0.00%	         0.8%	     Summit	Cash	Reserves
      Domestic	Bonds	               12.35	         12.3	      New	Income
      High	Yield	Bonds	              2.47	          2.4	      High	Yield
      International	Bonds	           2.09	          2.1	      Emerging	Markets	Bond
      	                              2.09	          2.0	      International	Bond
      Inflation	Focused	Bonds	       1.00	          1.0	      Inflation	Focused	Bond
      Large-Cap	Stocks	             14.60	         14.5	      Equity	Index	500
      	                             17.37	         17.1	      Growth	Stock
      	                             17.37	         17.2	      Value
      Mid-Cap	Stocks	                3.32	          3.3	      Mid-Cap	Growth
      	                              3.32	          3.3	      Mid-Cap	Value
      Small-Cap	Stocks	              1.46	          1.5	      New	Horizons
      	                              1.46	          1.5	      Small-Cap	Stock
      	                              1.46	          1.5	      Small-Cap	Value
      International	Stocks	          2.88	          2.9	      Emerging	Markets	Stock
      	                              4.26	          4.2	      International	Growth	&	Income
      	                              4.60	          4.5	      International	Stock
      	                              4.30	          4.2	      Overseas	Stock
      Inflation	Focused	Stocks	      3.60	          3.8	      Real	Assets

                28
T. Rowe Price Retirement Funds




 P ortfolio H ighlights

     TARGET ALLOCATIONS FOR UNDERLYING FUNDS
     As	of	5/31/11
     Retirement 2030 Fund
      	                               Target	       Actual
      Sector	                     Allocation	   Allocation	   Fund
      Short-Term	Income	             0.00%	         0.8%	     Summit	Cash	Reserves
      Domestic	Bonds	                9.10	          9.1	      New	Income
      High	Yield	Bonds	              1.82	          1.7	      High	Yield
      International	Bonds	           1.54	          1.5	      Emerging	Markets	Bond
      	                              1.54	          1.5	      International	Bond
      Large-Cap	Stocks	             11.45	         11.3	      Equity	Index	500
      	                             20.79	         20.5	      Growth	Stock
      	                             20.79	         20.6	      Value
      Mid-Cap	Stocks	                3.57	          3.6	      Mid-Cap	Growth
      	                              3.57	          3.6	      Mid-Cap	Value
      Small-Cap	Stocks	              1.57	          1.6	      New	Horizons
      	                              1.57	          1.6	      Small-Cap	Stock
      	                              1.57	          1.6	      Small-Cap	Value
      International	Stocks	          3.10	          3.1	      Emerging	Markets	Stock
      	                              4.58	          4.5	      International	Growth	&	Income
      	                              4.95	          4.9	      International	Stock
      	                              4.62	          4.6	      Overseas	Stock
      Inflation	Focused	Stocks	      3.87	          4.1	      Real	Assets

      Retirement 2035 Fund
      	                               Target	       Actual
      Sector	                     Allocation	   Allocation	   Fund
      Short-Term	Income	             0.00%	         0.9%	     Summit	Cash	Reserves
      Domestic	Bonds	                5.85	          5.9	      New	Income
      High	Yield	Bonds	              1.17	          1.1	      High	Yield
      International	Bonds	           0.99	          0.9	      Emerging	Markets	Bond
      	                              0.99	          1.0	      International	Bond
      Large-Cap	Stocks	              8.92	          8.8	      Equity	Index	500
      	                             23.60	         23.3	      Growth	Stock
      	                             23.60	         23.3	      Value
      Mid-Cap	Stocks	                3.78	          3.8	      Mid-Cap	Growth
      	                              3.78	          3.8	      Mid-Cap	Value
      Small-Cap	Stocks	              1.66	          1.7	      New	Horizons
      	                              1.66	          1.7	      Small-Cap	Stock
      	                              1.66	          1.7	      Small-Cap	Value
      International	Stocks	          3.28	          3.3	      Emerging	Markets	Stock
      	                              4.84	          4.8	      International	Growth	&	Income
      	                              5.23	          5.1	      International	Stock
      	                              4.89	          4.8	      Overseas	Stock
      Inflation	Focused	Stocks	      4.10	          4.3	      Real	Assets




                29
T. Rowe Price Retirement Funds




 P ortfolio H ighlights

     TARGET ALLOCATIONS FOR UNDERLYING FUNDS
     As	of	5/31/11
     Retirement 2040 Fund
      	                               Target	       Actual
      Sector	                     Allocation	   Allocation	   Fund
      Short-Term	Income	             0.00%	         0.6%	     Summit	Cash	Reserves
      Domestic	Bonds	                5.20	          5.2	      New	Income
      High	Yield	Bonds	              1.04	          1.0	      High	Yield
      International	Bonds	           0.88	          0.9	      Emerging	Markets	Bond
      	                              0.88	          0.9	      International	Bond
      Large-Cap	Stocks	              8.60	          8.5	      Equity	Index	500
      	                             24.07	         23.8	      Growth	Stock
      	                             24.07	         23.8	      Value
      Mid-Cap	Stocks	                3.81	          3.8	      Mid-Cap	Growth
      	                              3.81	          3.8	      Mid-Cap	Value
      Small-Cap	Stocks	              1.68	          1.7	      New	Horizons
      	                              1.68	          1.7	      Small-Cap	Stock
      	                              1.68	          1.7	      Small-Cap	Value
      International	Stocks	          3.32	          3.4	      Emerging	Markets	Stock
      	                              4.90	          4.8	      International	Growth	&	Income
      	                              5.29	          5.2	      International	Stock
      	                              4.95	          4.9	      Overseas	Stock
      Inflation	Focused	Stocks	      4.14	          4.3	      Real	Assets

      Retirement 2045 Fund
      	                               Target	       Actual
      Sector	                     Allocation	   Allocation	   Fund
      Short-Term	Income	             0.00%	         0.8%	     Summit	Cash	Reserves
      Domestic	Bonds	                5.20	          5.3	      New	Income
      High	Yield	Bonds	              1.04	          1.0	      High	Yield
      International	Bonds	           0.88	          0.9	      Emerging	Markets	Bond
      	                              0.88	          0.9	      International	Bond
      Large-Cap	Stocks	              8.60	          8.4	      Equity	Index	500
      	                             24.07	         23.7	      Growth	Stock
      	                             24.07	         23.8	      Value
      Mid-Cap	Stocks	                3.81	          3.8	      Mid-Cap	Growth
      	                              3.81	          3.8	      Mid-Cap	Value
      Small-Cap	Stocks	              1.68	          1.7	      New	Horizons
      	                              1.68	          1.7	      Small-Cap	Stock
      	                              1.68	          1.7	      Small-Cap	Value
      International	Stocks	          3.32	          3.3	      Emerging	Markets	Stock
      	                              4.90	          4.8	      International	Growth	&	Income
      	                              5.29	          5.2	      International	Stock
      	                              4.95	          4.8	      Overseas	Stock
      Inflation	Focused	Stocks	      4.14	          4.3	      Real	Assets




                30
T. Rowe Price Retirement Funds




 P ortfolio H ighlights

     TARGET ALLOCATIONS FOR UNDERLYING FUNDS
     As	of	5/31/11
     Retirement 2050 Fund
      	                                Target	        Actual
      Sector	                      Allocation	    Allocation	   Fund
      Short-Term	Income	               0.00%	          0.8%	    Summit	Cash	Reserves
      Domestic	Bonds	                  5.20	           5.2	     New	Income
      High	Yield	Bonds	                1.04	           1.0	     High	Yield
      International	Bonds	             0.88	           0.9	     Emerging	Markets	Bond
      	                                0.88	           0.9	     International	Bond
      Large-Cap	Stocks	                8.60	           8.4	     Equity	Index	500
      	                               24.07	          23.9	     Growth	Stock
      	                               24.07	          23.8	     Value
      Mid-Cap	Stocks	                  3.81	           3.8	     Mid-Cap	Growth
      	                                3.81	           3.8	     Mid-Cap	Value
      Small-Cap	Stocks	                1.68	           1.7	     New	Horizons
      	                                1.68	           1.7	     Small-Cap	Stock
      	                                1.68	           1.7	     Small-Cap	Value
      International	Stocks	            3.32	           3.4	     Emerging	Markets	Stock
      	                                4.90	           4.8	     International	Growth	&	Income
      	                                5.29	           5.2	     International	Stock
      	                                4.95	           4.8	     Overseas	Stock
      Inflation	Focused	Stocks	        4.14	           4.3	     Real	Assets

      Retirement 2055 Fund
      	                                Target	        Actual
      Sector	                      Allocation	    Allocation	   Fund
      Short-Term	Income	               0.00%	          0.7%	    Summit	Cash	Reserves
      Domestic	Bonds	                  5.20	           5.2	     New	Income
      High	Yield	Bonds	                1.04	           1.0	     High	Yield
      International	Bonds	             0.88	           0.9	     Emerging	Markets	Bond
      	                                0.88	           0.9	     International	Bond
      Large-Cap	Stocks	                8.60	           8.4	     Equity	Index	500
      	                               24.07	          23.7	     Growth	Stock
      	                               24.07	          23.7	     Value
      Mid-Cap	Stocks	                  3.81	           3.8	     Mid-Cap	Growth
      	                                3.81	           3.8	     Mid-Cap	Value
      Small-Cap	Stocks	                1.68	           1.7	     New	Horizons
      	                                1.68	           1.7	     Small-Cap	Stock
      	                                1.68	           1.7	     Small-Cap	Value
      International	Stocks	            3.32	           3.4	     Emerging	Markets	Stock
      	                                4.90	           5.0	     International	Growth	&	Income
      	                                5.29	           5.3	     International	Stock
      	                                4.95	           5.0	     Overseas	Stock
      Inflation	Focused	Stocks	        4.14	           4.3	     Real	Assets

      Actual	allocations	may	not	total	100%	due	to	rounding.

                31
T. Rowe Price Retirement Funds
Performance and Expenses


 G rowth 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	may	include	a	broad-based	market	index	and	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.


          R E T I R E m E N T I N cO m E F u N d

             As	of	5/31/11
$22,500
                    Retirement	Income	Fund			$18,426
 20,000
                    Dow	Jones	Moderately	Conservative	Portfolio	Index			$19,503
 17,500             Combined	Index	Portolio			$16,868
 15,000
 12,500
 10,000


     9/30/02 5/03            5/04      5/05        5/06        5/07        5/08        5/09        5/10      5/11

          Note:	Performance	for	the	Advisor	and	R	Class	will	vary	due	to	their	differing	fee	structure.	See	
          returns	table	below.		 	        	          	           	          	
          	          	           	        	          	           	
         move	up	150	pts
 A verage A nnual C ompound T otal R eturn
22500
20000
            	                                                  		          	            Since	     Inception	
17500       Periods	Ended	5/31/11	                     One	Year	 Five	Years	        Inception	         Date
15000
            Retirement	Income	Fund	                       15.15%	        5.65%	         7.31%	      9/30/02
12500
            Retirement	Income	Fund–Advisor	Class	 14.85	                 5.40	          5.88	     10/31/03
10000
            Retirement	Income	Fund–R	Class	               14.58	         5.13	          5.65	     10/31/03
 7500
    9/30/02 5/03           5/04       5/05         5/06       5/07        5/08         5/09         5/10        5/11
         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	share-
         holder	may	pay	on	fund	distributions	or	the	redemption	of	fund	shares.	Past	performance	cannot	
         guarantee	future	results.
          Use	dashed	black	line	for	Lipper	Indexes	only.		Use	solid	black	line	for	other	indexes.
           BE SuRE TO RETYPE LaBELS TO maTcH $ FIGuRES aNd YEaRS ON GRaPH aBOVE WITH THOSE PLOTTEd BELOW!!




                   32
T. Rowe Price Retirement Funds



 G rowth 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	may	include	a	broad-based	market	index	and	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

            As	of	5/31/11
$18,000
                   Retirement	2005	Fund			$15,319
 16,400
                   Dow	Jones	Target	2005	Index			$14,928
 14,800            Combined	Index	Portfolio			$14,534
 13,200
 11,600
 10,000


     2/27/04            5/05           5/06           5/07          5/08            5/09            5/10      5/11

          Note:	Performance	for	the	Advisor	and	R	Class	will	vary	due	to	their	differing	fee	structure.	
          See	returns	table	below.	


         move	up	150	pts
 A verage A nnual C ompound T otal R eturn
18000
16400
           	                                                    		          	             Since	      Inception	
14800      Periods	Ended	5/31/11	                       One	Year	 Five	Years	         Inception	          Date
13200
           Retirement	2005	Fund	                          17.17%	          5.76%	          6.06%	      2/27/04
11600
           Retirement	2005	Fund–Advisor	Class	            16.91	              –	           3.17	       5/31/07
10000
           Retirement	2005	Fund–R	Class	                  16.58	              –	           2.93	       5/31/07
 8400
          5/04
     2/27/04             5/05         5/06            5/07          5/08          5/09            5/10           5/11
          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	share-
          holder	may	pay	on	fund	distributions	or	the	redemption	of	fund	shares.	Past	performance	cannot	
          guarantee	future	results.
          Use	dashed	black	line	for	Lipper	Indexes	only.		Use	solid	black	line	for	other	indexes.
           BE SuRE TO RETYPE LaBELS TO maTcH $ FIGuRES aNd YEaRS ON GRaPH aBOVE WITH THOSE PLOTTEd BELOW!!




                  33
T. Rowe Price Retirement Funds



 G rowth 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	may	include	a	broad-based	market	index	and	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

             As	of	5/31/11
$22,500            Retirement	2010	Fund			$20,845
 20,000            Dow	Jones	Target	2010	Index			$19,781
 17,500            Combined	Index	Portfolio			$19,521
 15,000
 12,500
 10,000


     9/30/02 5/03            5/04      5/05        5/06        5/07        5/08        5/09        5/10      5/11

          Note:	Performance	for	the	Advisor	and	R	Class	will	vary	due	to	their	differing	fee	structure.	See	
          returns	table	below.	 	         	          	


         move	up	150	pts
 A verage A nnual C ompound T otal R eturn
22500
20000
            	                                                  		          	            Since	     Inception	
17500       Periods	Ended	5/31/11	                     One	Year	 Five	Years	        Inception	         Date
15000
            Retirement	2010	Fund	                         19.17%	        5.51%	         8.84%	      9/30/02
12500
            Retirement	2010	Fund–Advisor	Class	           18.87	         5.26	          6.74	     10/31/03
10000
            Retirement	2010	Fund–R	Class	                 18.60	         5.00	          6.49	     10/31/03
 7500
    9/30/02 5/03           5/04       5/05         5/06       5/07        5/08         5/09         5/10        5/11
         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	share-
         holder	may	pay	on	fund	distributions	or	the	redemption	of	fund	shares.	Past	performance	cannot	
         guarantee	future	results.
          Use	dashed	black	line	for	Lipper	Indexes	only.		Use	solid	black	line	for	other	indexes.
           BE SuRE TO RETYPE LaBELS TO maTcH $ FIGuRES aNd YEaRS ON GRaPH aBOVE WITH THOSE PLOTTEd BELOW!!




                   34
T. Rowe Price Retirement Funds



 G rowth 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	may	include	a	broad-based	market	index	and	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

            As	of	5/31/11
$22,500
                   Retirement	2015	Fund			$15,589
 20,000
                   Dow	Jones	Target	2015	Index			$15,342
 17,500            Combined	Index	Portfolio			$14,765
 15,000
 12,500
 10,000


     2/27/04            5/05           5/06           5/07          5/08            5/09            5/10      5/11

          Note:	Performance	for	the	Advisor	and	R	Class	will	vary	due	to	their	differing	fee	structure.	See	
          returns	table	below.		 	        	          	           	          	


         move	up	150	pts
 A verage A nnual C ompound T otal R eturn
20000
18000
           	                                                    		          	             Since	      Inception	
16000      Periods	Ended	5/31/11	                       One	Year	 Five	Years	         Inception	          Date
14000
           Retirement	2015	Fund	                          21.23%	          5.46%	          6.31%	      2/27/04
12000
           Retirement	2015	Fund–Advisor	Class	            20.88	              –	           2.09	       5/31/07
10000
           Retirement	2015	Fund–R	Class	                  20.68	              –	           1.87	       5/31/07
 8000
          5/04
     2/27/04             5/05         5/06            5/07          5/08          5/09            5/10           5/11
          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	share-
          holder	may	pay	on	fund	distributions	or	the	redemption	of	fund	shares.	Past	performance	cannot	
          guarantee	future	results.
          Use	dashed	black	line	for	Lipper	Indexes	only.		Use	solid	black	line	for	other	indexes.
           BE SuRE TO RETYPE LaBELS TO maTcH $ FIGuRES aNd YEaRS ON GRaPH aBOVE WITH THOSE PLOTTEd BELOW!!




                  35
T. Rowe Price Retirement Funds



 G rowth 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	may	include	a	broad-based	market	index	and	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

             As	of	5/31/11
$30,000
                    Retirement	2020	Fund			$22,106
 26,000
                    Dow	Jones	Target	2020	Index			$22,451
 22,000             Combined	Index	Portfolio			$20,503
 18,000
 14,000
 10,000


     9/30/02 5/03            5/04      5/05        5/06        5/07        5/08        5/09        5/10      5/11

          Note:	Performance	for	the	Advisor	and	R	Class	will	vary	due	to	their	differing	fee	structure.	See	
          returns	table	below.		 	        	          	           	          	
          	          	           	        	          	           	
         move	up	150	pts
 A verage A nnual C ompound T otal R eturn
30000
26000
            	                                                  		          	            Since	     Inception	
22000       Periods	Ended	5/31/11	                     One	Year	 Five	Years	        Inception	         Date
18000
            Retirement	2020	Fund	                         23.05%	        5.26%	         9.59%	      9/30/02
14000
            Retirement	2020	Fund–Advisor	Class	           22.67	         4.99	          7.09	     10/31/03
10000
            Retirement	2020	Fund–R	Class	                 22.39	         4.74	          6.84	     10/31/03
 6000
    9/30/02 5/03           5/04       5/05         5/06       5/07        5/08         5/09         5/10        5/11
         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	share-
         holder	may	pay	on	fund	distributions	or	the	redemption	of	fund	shares.	Past	performance	cannot	
         guarantee	future	results.
          Use	dashed	black	line	for	Lipper	Indexes	only.		Use	solid	black	line	for	other	indexes.
           BE SuRE TO RETYPE LaBELS TO maTcH $ FIGuRES aNd YEaRS ON GRaPH aBOVE WITH THOSE PLOTTEd BELOW!!




                   36
T. Rowe Price Retirement Funds



 G rowth 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	may	include	a	broad-based	market	index	and	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

            As	of	5/31/11
$22,500
                   Retirement	2025	Fund			$15,702
 20,000
                   Dow	Jones	Target	2025	Index			$16,212
 17,500            Combined	Index	Portfolio			$14,847
 15,000
 12,500
 10,000


     2/27/04            5/05           5/06           5/07          5/08            5/09            5/10      5/11

          Note:	Performance	for	the	Advisor	and	R	Class	will	vary	due	to	their	differing	fee	structure.	See	
          returns	table	below.		 	        	          	           	          	


             move	up	150	pts
 A verage A nnual C ompound T otal R eturn
 225
  200
           	                                                    		          	             Since	      Inception	
  175      Periods	Ended	5/31/11	                       One	Year	 Five	Years	         Inception	          Date
  150
           Retirement	2025	Fund	                         24.40%	           5.07%	          6.42%	      2/27/04
  125
           Retirement	2025	Fund–Advisor	Class	           24.09	               –	           1.11	       5/31/07
  100
           Retirement	2025	Fund–R	Class	                 23.81	               –	           0.86	       5/31/07
   75
          5/04
     2/27/04             5/05         5/06            5/07          5/08          5/09            5/10           5/11
          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	share-
          holder	may	pay	on	fund	distributions	or	the	redemption	of	fund	shares.	Past	performance	cannot	
          guarantee	future	results.
          Use	dashed	black	line	for	Lipper	Indexes	only.		Use	solid	black	line	for	other	indexes.
           BE SuRE TO RETYPE LaBELS TO maTcH $ FIGuRES aNd YEaRS ON GRaPH aBOVE WITH THOSE PLOTTEd BELOW!!




                  37
T. Rowe Price Retirement Funds



 G rowth 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	may	include	a	broad-based	market	index	and	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

             As	of	5/31/11
$35,000
                    Retirement	2030	Fund			$22,906
 30,000
                    Dow	Jones	Target	2030	Index			$24,964
 25,000             Combined	Index	Portfolio			$21,493
 20,000
 15,000
 10,000


     9/30/02 5/03            5/04      5/05        5/06        5/07        5/08        5/09        5/10      5/11

          Note:	Performance	for	the	Advisor	and	R	Class	will	vary	due	to	their	differing	fee	structure.	See	
          returns	table	below.		 	        	          	           	          	
          	          	           	        	          	           	

 A verage move	up	150	pts
          A nnual C ompound T otal R eturn
35000
30000       	                                                  		          	            Since	     Inception	
25000       Periods	Ended	5/31/11	                     One	Year	 Five	Years	        Inception	         Date
20000       Retirement	2030	Fund	                         25.63%	        4.91%	       10.04%	       9/30/02
15000       Retirement	2030	Fund–Advisor	Class	           25.30	         4.65	          7.33	     10/31/03
10000
            Retirement	2030	Fund–R	Class	                 25.01	         4.39	          7.09	     10/31/03
 5000
    9/30/02 5/03           5/04       5/05         5/06       5/07        5/08         5/09         5/10        5/11
         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	share-
         holder	may	pay	on	fund	distributions	or	the	redemption	of	fund	shares.	Past	performance	cannot	
         guarantee	future	results.

          Use	dashed	black	line	for	Lipper	Indexes	only.		Use	solid	black	line	for	other	indexes.
           BE SuRE TO RETYPE LaBELS TO maTcH $ FIGuRES aNd YEaRS ON GRaPH aBOVE WITH THOSE PLOTTEd BELOW!!




                   38
T. Rowe Price Retirement Funds



 G rowth 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	may	include	a	broad-based	market	index	and	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

            As	of	5/31/11
$22,500
                   Retirement	2035	Fund			$15,678
 20,000
                   Dow	Jones	Target	2035	Index			$16,717
 17,500            Combined	Index	Portfolio			$14,886
 15,000
 12,500
 10,000


     2/27/04             5/05           5/06          5/07           5/08            5/09            5/10      5/11

          Note:	Performance	for	the	Advisor	and	R	Class	will	vary	due	to	their	differing	fee	structure.	See	
          returns	table	below.		 	        	          	           	          	


             move	up	150	pts
 A verage A nnual C ompound T otal R eturn
 22.5
 20.0
           	                                                     		          	             Since	      Inception	
 17.5      Periods	Ended	5/31/11	                        One	Year	 Five	Years	         Inception	          Date
 15.0
           Retirement	2035	Fund	                          26.50%	           4.80%	          6.39%	      2/27/04
 12.5
           Retirement	2035	Fund–Advisor	Class	            26.15	              –	            0.58	       5/31/07
 10.0
           Retirement	2035	Fund–R	Class	                  26.00	              –	            0.34	       5/31/07
   7.5
           5/04
      2/27/04             5/05         5/06            5/07          5/08          5/09            5/10           5/11
           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	share-
           holder	may	pay	on	fund	distributions	or	the	redemption	of	fund	shares.	Past	performance	cannot	
           guarantee	future	results.
          Use	dashed	black	line	for	Lipper	Indexes	only.		Use	solid	black	line	for	other	indexes.
           BE SuRE TO RETYPE LaBELS TO maTcH $ FIGuRES aNd YEaRS ON GRaPH aBOVE WITH THOSE PLOTTEd BELOW!!




                   39
T. Rowe Price Retirement Funds



 G rowth 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	may	include	a	broad-based	market	index	and	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

             As	of	5/31/11
$35,000
                    Retirement	2040	Fund			$22,896
 30,000
                    Dow	Jones	Target	2040	Index			$25,756
 25,000             Combined	Index	Portfolio			$21,436
 20,000
 15,000
 10,000


     9/30/02 5/03            5/04      5/05        5/06        5/07        5/08        5/09        5/10      5/11

          Note:	Performance	for	the	Advisor	and	R	Class	will	vary	due	to	their	differing	fee	structure.	See	
          returns	table	below.		 	        	          	           	          	            	           	
          	          	           	        	          	           	          	            	
         move	up	150	pts
 A verage A nnual C ompound T otal R eturn
35000
30000
            	                                                  		          	            Since	     Inception	
25000       Periods	Ended	5/31/11	                     One	Year	 Five	Years	        Inception	         Date
20000
            Retirement	2040	Fund	                         26.62%	        4.84%	       10.03%	       9/30/02
15000
            Retirement	2040	Fund–Advisor	Class	           26.31	         4.58	          7.29	     10/31/03
10000
            Retirement	2040	Fund–R	Class	                 25.99	         4.32	          7.04	     10/31/03
 5000
    9/30/02 5/03           5/04       5/05         5/06       5/07        5/08         5/09         5/10        5/11
         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	share-
         holder	may	pay	on	fund	distributions	or	the	redemption	of	fund	shares.	Past	performance	cannot	
         guarantee	future	results.
          Use	dashed	black	line	for	Lipper	Indexes	only.		Use	solid	black	line	for	other	indexes.
           BE SuRE TO RETYPE LaBELS TO maTcH $ FIGuRES aNd YEaRS ON GRaPH aBOVE WITH THOSE PLOTTEd BELOW!!




                   40
T. Rowe Price Retirement Funds



 G rowth 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	may	include	a	broad-based	market	index	and	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

            As	of	5/31/11
$26,000
                   Retirement	2045	Fund		$14,437
 22,000
                   Dow	Jones	Target	2045	Index			$15,238
 18,000            Combined	Index	Portfolio		$13,757
 14,000
 10,000




     5/31/05            5/06              5/07              5/08             5/09              5/10            5/11

     Note:	Performance	for	the	Advisor	and	R	Class	will	vary	due	to	their	differing	fee	structure.	
     See	returns	table	below.	


         move	up	150	pts
 A verage A nnual C ompound T otal R eturn
26000
22000
           	                                                    		          	             Since	      Inception	
18000      Periods	Ended	5/31/11	                       One	Year	 Five	Years	         Inception	          Date
14000
           Retirement	2045	Fund	                          26.65%	         4.83%	         6.31%	       5/31/05
10000
           Retirement	2045	Fund–Advisor	Class	            26.31	              –	         0.63	        5/31/07
 6000
           Retirement	2045	Fund–R	Class	                  26.03	              –	         0.40	        5/31/07
 2000
     5/31/05            5/06             5/07             5/08              5/09               5/10              5/11
          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	share-
          holder	may	pay	on	fund	distributions	or	the	redemption	of	fund	shares.	Past	performance	cannot	
          guarantee	future	results.
          Use	dashed	black	line	for	Lipper	Indexes	only.		Use	solid	black	line	for	other	indexes.
           BE SuRE TO RETYPE LaBELS TO maTcH $ FIGuRES aNd YEaRS ON GRaPH aBOVE WITH THOSE PLOTTEd BELOW!!




                  41
T. Rowe Price Retirement Funds



 G rowth 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	may	include	a	broad-based	market	index	and	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

              As	of	5/31/11
$16,000
                     Retirement	2050	Fund			$11,332
 14,000              Dow	Jones	Target	2050	Index			$11,618
 12,000              Combined	Index	Portfolio			$10,963
 10,000
  8,000




     12/29/06        5/07                   5/08                      5/09                5/10                  5/11

           Note:	Performance	for	the	Advisor	and	R	Class	will	vary	due	to	their	differing	fee	structure.	See	
           returns	table	below.	 	         	          	



 A verage A nnual C ompound T otal R eturn
   16
             		                                                       	              	       Since	    Inception	
   14
             Periods	Ended	5/31/11	                                   	      One	Year	   Inception	        Date
   12
             Retirement	2050	Fund	                                	           26.57%	       2.87%	    12/29/06
   10
    8        Retirement	2050	Fund–Advisor	Class	                  	           26.31	        2.60	     12/29/06
    6        Retirement	2050	Fund–R	Class	                        	           25.94	        2.38	     12/29/06
    4        This	table	shows	how	the	fund	would	have	performed	each	year	if	its	actual	(or	cumulative)	returns		 5/11
        12/29/06      5/07                  5/08                   5/09                    5/10
             for	the	periods	shown	had	been	earned	at	a	constant	rate.	Returns	do	not	reflect	taxes	that	the	share-
             holder	may	pay	on	fund	distributions	or	the	redemption	of	fund	shares.	Past	performance	cannot	
             guarantee	future	results.
            Use	dashed	black	line	for	Lipper	Indexes	only.		Use	solid	black	line	for	other	indexes.
            BE SuRE TO RETYPE LaBELS TO maTcH $ FIGuRES aNd YEaRS ON GRaPH aBOVE WITH THOSE PLOTTEd BELOW!!




                    42
T. Rowe Price Retirement Funds



 G rowth 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	may	include	a	broad-based	market	index	and	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

             As	of	5/31/11
$16,000
                    Retirement	2055	Fund			$11,318
 14,000             Dow	Jones	Target	2050	Index			$11,618
 12,000             Combined	Index	Portfolio			$10,963
 10,000
  8,000




     12/29/06       5/07                   5/08                       5/09                5/10                     5/11

           Note:	Performance	for	the	Advisor	and	R	Class	will	vary	due	to	their	differing	fee	structure.	See	
           returns	table	below.		 	        	          	           	          	
           The	Dow	Jones	Target	2050	Index	is	currently	the	closest	index	for	comparison	with	the	
           Retirement	2055	Fund.	          	          	           	          	            	
16000
14000
 A verage A nnual C ompound T otal R eturn
12000
10000
            	 move	up	150	pts                                         	              	       Since	    Inception	
 8000       Periods	Ended	5/31/11	                                    	      One	Year	   Inception	        Date
 6000
            Retirement	2055	Fund	                                 	           26.57%	       2.84%	    12/29/06
 4000
        12/29/06    5/07              5/08
             Retirement	2055	Fund–Advisor	Class	                  	5/09       26.25	       5/10
                                                                                            0.58	      5/31/075/11
            Retirement	2055	Fund–R	Class	                         	           25.87	        0.33	      5/31/07

            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	share-
           Use	dashed	black	line	for	Lipper	Indexes	only.		Use	solid	black	line	for	other	indexes.
            holder	may	pay	on	fund	distributions	or	the	redemption	of	fund	shares.	Past	performance	cannot	
            BE SuRE TO RETYPE LaBELS TO maTcH $ FIGuRES aNd YEaRS ON GRaPH aBOVE WITH THOSE PLOTTEd BELOW!!
            guarantee	future	results.




                   43
T. Rowe Price Retirement Funds



 Q uarter- E nd R eturns

       	                                                	             	       Since		   Inception	
       Periods	Ended	3/31/11	                   One	Year	   Five	Years	   Inception	        Date
       Retirement	Income	Fund	                    9.87%	        5.12%	       7.22%	      9/30/02
       Retirement	Income	Fund–Advisor	Class	      9.68	         4.88	        5.76	      10/31/03
       Retirement	Income	Fund–R	Class	            9.41	         4.62	        5.53	      10/31/03
       Retirement	2005	Fund	                     11.20	         5.12	        5.91	       2/27/04
       Retirement	2005	Fund–Advisor	Class	       10.94	            –	        2.79	       5/31/07
       Retirement	2005	Fund–R	Class	             10.63	            –	        2.54	       5/31/07
       Retirement	2010	Fund	                     12.38	         4.86	        8.77	       9/30/02
       Retirement	2010	Fund–Advisor	Class	       12.15	         4.62	        6.62	      10/31/03
       Retirement	2010	Fund–R	Class	             11.78	         4.34	        6.37	      10/31/03
       Retirement	2015	Fund	                     13.68	         4.78	        6.18	       2/27/04
       Retirement	2015	Fund–Advisor	Class	       13.43	            –	        1.69	       5/31/07
       Retirement	2015	Fund–R	Class	             13.21	            –	        1.46	       5/31/07
       Retirement	2020	Fund	                     14.79	         4.57	        9.54	       9/30/02
       Retirement	2020	Fund–Advisor	Class	       14.46	         4.31	        6.99	      10/31/03
       Retirement	2020	Fund–R	Class	             14.21	         4.06	        6.74	      10/31/03
       Retirement	2025	Fund	                     15.59	         4.38	        6.29	       2/27/04
       Retirement	2025	Fund–Advisor	Class	       15.26	            –	        0.68	       5/31/07
       Retirement	2025	Fund–R	Class	             15.05	            –	        0.44	       5/31/07
       Retirement	2030	Fund	                     16.37	         4.23	       10.02	       9/30/02
       Retirement	2030	Fund–Advisor	Class	       16.07	         3.97	        7.26	      10/31/03
       Retirement	2030	Fund–R	Class	             15.75	         3.70	        7.01	      10/31/03

       Current performance may be higher or lower than the quoted past performance, which
       cannot guarantee future results. 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 perfor-
       mance, please contact a T. Rowe Price representative at 1-800-225-5132 or, for Advisor
       and 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	its	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,	rein-
       vested	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.



             44
T. Rowe Price Retirement Funds



 Q uarter- E nd R eturns (continued)

       	                                                	             	       Since		   Inception	
       Periods	Ended	3/31/11	                   One	Year	   Five	Years	   Inception	        Date
       Retirement	2035	Fund	                     16.91%	        4.12%	       6.30%	      2/27/04
       Retirement	2035	Fund–Advisor	Class	       16.56	            –	        0.18	       5/31/07
       Retirement	2035	Fund–R	Class	             16.28	            –	        -0.10	      5/31/07
       Retirement	2040	Fund	                     16.94	         4.16	       10.02	       9/30/02
       Retirement	2040	Fund–Advisor	Class	       16.65	         3.90	        7.21	      10/31/03
       Retirement	2040	Fund–R	Class	             16.39	         3.64	        6.97	      10/31/03
       Retirement	2045	Fund	                     16.87	         4.16	        6.19	       5/31/05
       Retirement	2045	Fund–Advisor	Class	       16.64	            –	        0.21	       5/31/07
       Retirement	2045	Fund–R	Class	             16.32	            –	        -0.02	      5/31/07
       Retirement	2050	Fund	                     16.84	            –	        2.56	      12/29/06
       Retirement	2050	Fund–Advisor	Class	       16.54	            –	        2.31	      12/29/06
       Retirement	2050	Fund–R	Class	             16.28	            –	        2.07	      12/29/06
       Retirement	2055	Fund	                     16.98	            –	        2.55	      12/29/06
       Retirement	2055	Fund–Advisor	Class	       16.66	            –	        0.17	       5/31/07
       Retirement	2055	Fund–R	Class	             16.18	            –	        -0.09	      5/31/07

       Current performance may be higher or lower than the quoted past performance, which
       cannot guarantee future results. 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 perfor-
       mance, please contact a T. Rowe Price representative at 1-800-225-5132 or, for Advisor
       and 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	its	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,	rein-
       vested	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.




             45
T. Rowe Price Retirement Funds



 E xpense R atio

        Retirement	Income	Fund	           	          	            	            	       0.59%
        Retirement	Income	Fund–Advisor	Class	        	            	            	       0.84
        Retirement	Income	Fund–R	Class	 	            	            	            	       1.09
        Retirement	2005	Fund	             	          	            	            	       0.61
        Retirement	2005	Fund–Advisor	Class	          	            	            	       0.86
        Retirement	2005	Fund–R	Class	     	          	            	            	       1.11
        Retirement	2010	Fund	             	          	            	            	       0.64
        Retirement	2010	Fund–Advisor	Class	          	            	            	       0.89
        Retirement	2010	Fund–R	Class	     	          	            	            	       1.14
        Retirement	2015	Fund	             	          	            	            	       0.68
        Retirement	2015	Fund–Advisor	Class	          	            	            	       0.93
        Retirement	2015	Fund–R	Class	     	          	            	            	       1.18
        Retirement	2020	Fund	             	          	            	            	       0.71
        Retirement	2020	Fund–Advisor	Class	          	            	            	       0.96
        Retirement	2020	Fund–R	Class	     	          	            	            	       1.21
        Retirement	2025	Fund	             	          	            	            	       0.74
        Retirement	2025	Fund–Advisor	Class	          	            	            	       0.99
        Retirement	2025	Fund–R	Class	     	          	            	            	       1.24
        Retirement	2030	Fund	             	          	            	            	       0.76
        Retirement	2030	Fund–Advisor	Class	          	            	            	       1.01
        Retirement	2030	Fund–R	Class	     	          	            	            	       1.26
        Retirement	2035	Fund	             	          	            	            	       0.77
        Retirement	2035	Fund–Advisor	Class	          	            	            	       1.02
        Retirement	2035	Fund–R	Class	     	          	            	            	       1.27
        Retirement	2040	Fund	             	          	            	            	       0.77
        Retirement	2040	Fund–Advisor	Class	          	            	            	       1.02
        Retirement	2040	Fund–R	Class	     	          	            	            	       1.27

        The	expense	ratios	shown	are	as	of	the	funds’	fiscal	year	ended	5/31/10.	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,	do	not	include	fee	or	expense	waivers.




              46
T. Rowe Price Retirement Funds



 E xpense R atio (continued)

       Retirement	2045	Fund	             	          	            	            	       0.77%
       Retirement	2045	Fund–Advisor	Class	          	            	            	       1.02
       Retirement	2045	Fund–R	Class	     	          	            	            	       1.27
       Retirement	2050	Fund	             	          	            	            	       0.77
       Retirement	2050	Fund–Advisor	Class	          	            	            	       1.02
       Retirement	2050	Fund–R	Class	     	          	            	            	       1.27
       Retirement	2055	Fund	             	          	            	            	       0.77
       Retirement	2055	Fund–Advisor	Class	          	            	            	       1.02
       Retirement	2055	Fund–R	Class	     	          	            	            	       1.27

       The	expense	ratios	shown	are	as	of	the	funds’	fiscal	year	ended	5/31/10.	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,	do	not	include	fee	or	expense	waivers.




             47
T. Rowe Price Retirement Funds



 F und E xpense E xample


      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,	distri-
      bution	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	com-
      pare	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	val-
      ues	and	expenses	based	on	the	fund’s	actual	returns.	You	may	use	the	information	in	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	in	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%	hypotheti-
      cal	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	small-account	maintenance	fee	of	$10,	generally	for	
      accounts	with	less	than	$2,000	($500	for	UGMA/UTMA).	The	fee	is	waived	for	any	investor	
      whose	T.	Rowe	Price	mutual	fund	accounts	total	$25,000	or	more,	accounts	employing	auto-
      matic	investing,	and	IRAs	and	other	retirement	plan	accounts	that	utilize	a	prototype	plan	
      sponsored	by	T.	Rowe	Price	(although	a	separate	custodial	or	administrative	fee	may	apply		
      to	such	accounts).	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.




              48
T. Rowe Price Retirement Funds



      T. R owe P rice R etirement I ncome F und

      	                                           	               	                	        Effective	
      	                                           	               	       Expenses		       Expenses	
      	                                  Beginning	        Ending		     Paid	During		    Paid	During	
      	                                   Account	        Account	          Period*	        Period**	
      	                                      Value	          Value	     12/1/10	to	      12/1/10	to	
      	                                   12/1/10	        5/31/11	         5/31/11	         5/31/11
      Investor class
      Actual	                           $1,000.00		     $1,079.50		           $0.00		          $2.90	
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,024.93		            0.00		           2.83	
      advisor class
      Actual	                            1,000.00		      1,079.00		            1.30		           4.20
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,023.68		            1.26		           4.09
      R class
      Actual	                            1,000.00		      1,077.70		            2.59		           5.49
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,022.44		            2.52		           5.34	

          		*Expenses	are	equal	to	the	class’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	(182),	and	divided	by	days	in	the	year	(365)	
             to	reflect	the	half-year	period.	Expenses	reflect	only	costs	borne	directly	by	the	fund;	
             all	fund	expenses	other	than	class-specific	Rule	12b-1	fees	are	reimbursed	by	the	
             underlying	Price	funds.	The	annualized	expense	ratio	for	the	6-month	period	was	
             0.00%	for	the	Investor	Class,	0.25%	for	the	Advisor	Class,	and	0.50%	for	the	R	Class.
          **Effective	expenses	reflect	the	sum	of	expenses	borne	directly	by	the	class	plus	the	
             fund’s	pro-rata	share	of	the	weighted	average	expense	ratio	of	the	underlying	Price	
             funds	in	which	it	invests.	The	annualized	weighted	average	expense	ratio	of	the	under-
             lying	Price	funds	for	the	6-month	period	(0.56%)	reflects	the	actual	expense	ratio	of	
             each	underlying	Price	fund	for	the	6-month	period,	annualized	and	weighted	for	the	
             fund’s	relative	average	investment	therein	during	the	period.




                49
T. Rowe Price Retirement Funds



      T. R owe P rice R etirement 2005 F und

      	                                           	               	                	        Effective	
      	                                           	               	       Expenses		       Expenses	
      	                                  Beginning	        Ending		     Paid	During		    Paid	During	
      	                                   Account	        Account	          Period*	        Period**	
      	                                      Value	          Value	     12/1/10	to	      12/1/10	to	
      	                                   12/1/10	        5/31/11	         5/31/11	         5/31/11
      Investor class
      Actual	                           $1,000.00		     $1,088.50		           $0.00		          $3.02	
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,024.93		            0.00		           2.93	
      advisor class
      Actual	                            1,000.00		      1,087.80		            1.30		           4.32
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,023.73		            1.26		           4.19
      R class
      Actual	                            1,000.00		      1,086.80		            2.60		           5.62	
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,022.44		            2.52		           5.45

          		*Expenses	are	equal	to	the	class’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	(182),	and	divided	by	days	in	the	year	(365)	
             to	reflect	the	half-year	period.	Expenses	reflect	only	costs	borne	directly	by	the	fund;	
             all	fund	expenses	other	than	class-specific	Rule	12b-1	fees	are	reimbursed	by	the	
             underlying	Price	funds.	The	annualized	expense	ratio	for	the	6-month	period	was	
             0.00%	for	the	Investor	Class,	0.25%	for	the	Advisor	Class,	and	0.50%	for	the	R	Class.
          **Effective	expenses	reflect	the	sum	of	expenses	borne	directly	by	the	class	plus	the	
             fund’s	pro-rata	share	of	the	weighted	average	expense	ratio	of	the	underlying	Price	
             funds	in	which	it	invests.	The	annualized	weighted	average	expense	ratio	of	the	under-
             lying	Price	funds	for	the	6-month	period	(0.58%)	reflects	the	actual	expense	ratio	of	
             each	underlying	Price	fund	for	the	6-month	period,	annualized	and	weighted	for	the	
             fund’s	relative	average	investment	therein	during	the	period.




                50
T. Rowe Price Retirement Funds



      T. R owe P rice R etirement 2010 F und

      	                                           	               	                	        Effective	
      	                                           	               	       Expenses		       Expenses	
      	                                  Beginning	        Ending		     Paid	During		    Paid	During	
      	                                   Account	        Account	          Period*	        Period**	
      	                                      Value	          Value	     12/1/10	to	      12/1/10	to	
      	                                   12/1/10	        5/31/11	         5/31/11	         5/31/11
      Investor class
      Actual	                           $1,000.00		     $1,099.40		           $0.00		          $3.19
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,024.93		            0.00		           3.08
      advisor class
      Actual	                            1,000.00		      1,097.80		            1.31		           4.50
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,023.68		            1.26		           4.34
      R class
      Actual	                            1,000.00		      1,097.00		            2.61		           5.80	
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,022.44		            2.52		           5.60	

          		*Expenses	are	equal	to	the	class’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	(182),	and	divided	by	days	in	the	year	(365)	
             to	reflect	the	half-year	period.	Expenses	reflect	only	costs	borne	directly	by	the	fund;	
             all	fund	expenses	other	than	class-specific	Rule	12b-1	fees	are	reimbursed	by	the	
             underlying	Price	funds.	The	annualized	expense	ratio	for	the	6-month	period	was	
             0.00%	for	the	Investor	Class,	0.25%	for	the	Advisor	Class,	and	0.50%	for	the	R	Class.
          **Effective	expenses	reflect	the	sum	of	expenses	borne	directly	by	the	class	plus	the	
             fund’s	pro-rata	share	of	the	weighted	average	expense	ratio	of	the	underlying	Price	
             funds	in	which	it	invests.	The	annualized	weighted	average	expense	ratio	of	the	under-
             lying	Price	funds	for	the	6-month	period	(0.61%)	reflects	the	actual	expense	ratio	of	
             each	underlying	Price	fund	for	the	6-month	period,	annualized	and	weighted	for	the	
             fund’s	relative	average	investment	therein	during	the	period.




                51
T. Rowe Price Retirement Funds



      T. R owe P rice R etirement 2015 F und

      	                                           	               	                	        Effective	
      	                                           	               	       Expenses		       Expenses	
      	                                  Beginning	        Ending		     Paid	During		    Paid	During	
      	                                   Account	        Account	          Period*	        Period**	
      	                                      Value	          Value	     12/1/10	to	      12/1/10	to	
      	                                   12/1/10	        5/31/11	         5/31/11	         5/31/11
      Investor class
      Actual	                           $1,000.00		     $1,110.00		           $0.00		          $3.42
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,024.93		            0.00		           3.28	
      advisor class
      Actual	                            1,000.00		      1,108.50		            1.31		           4.73
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,023.68		            1.26		           4.54
      R class
      Actual	                            1,000.00		      1,107.20		            2.57		           5.99	
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,022.49		            2.47		           5.75	

          		*Expenses	are	equal	to	the	class’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	(182),	and	divided	by	days	in	the	year	(365)	
             to	reflect	the	half-year	period.	Expenses	reflect	only	costs	borne	directly	by	the	fund;	
             all	fund	expenses	other	than	class-specific	Rule	12b-1	fees	are	reimbursed	by	the	
             underlying	Price	funds.	The	annualized	expense	ratio	for	the	6-month	period	was	
             0.00%	for	the	Investor	Class,	0.25%	for	the	Advisor	Class,	and	0.49%	for	the	R	Class.
          **Effective	expenses	reflect	the	sum	of	expenses	borne	directly	by	the	class	plus	the	
             fund’s	pro-rata	share	of	the	weighted	average	expense	ratio	of	the	underlying	Price	
             funds	in	which	it	invests.	The	annualized	weighted	average	expense	ratio	of	the	under-
             lying	Price	funds	for	the	6-month	period	(0.65%)	reflects	the	actual	expense	ratio	of	
             each	underlying	Price	fund	for	the	6-month	period,	annualized	and	weighted	for	the	
             fund’s	relative	average	investment	therein	during	the	period.




                52
T. Rowe Price Retirement Funds



      T. R owe P rice R etirement 2020 F und

      	                                           	               	                	        Effective	
      	                                           	               	       Expenses		       Expenses	
      	                                  Beginning	        Ending		     Paid	During		    Paid	During	
      	                                   Account	        Account	          Period*	        Period**	
      	                                      Value	          Value	     12/1/10	to	      12/1/10	to	
      	                                   12/1/10	        5/31/11	         5/31/11	         5/31/11
      Investor class
      Actual	                           $1,000.00		     $1,120.00		           $0.00		          $3.65
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,024.93		            0.00		           3.48	
      advisor class
      Actual	                            1,000.00		      1,118.20		            1.32		           4.96	
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,023.68		            1.26		           4.74
      R class
      Actual	                            1,000.00		      1,117.00		            2.64		           6.28	
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,022.44		            2.52		           6.00	

          		*Expenses	are	equal	to	the	class’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	(182),	and	divided	by	days	in	the	year	(365)	
             to	reflect	the	half-year	period.	Expenses	reflect	only	costs	borne	directly	by	the	fund;	
             all	fund	expenses	other	than	class-specific	Rule	12b-1	fees	are	reimbursed	by	the	
             underlying	Price	funds.	The	annualized	expense	ratio	for	the	6-month	period	was	
             0.00%	for	the	Investor	Class,	0.25%	for	the	Advisor	Class,	and	0.50%	for	the	R	Class.
          **Effective	expenses	reflect	the	sum	of	expenses	borne	directly	by	the	class	plus	the	
             fund’s	pro-rata	share	of	the	weighted	average	expense	ratio	of	the	underlying	Price	
             funds	in	which	it	invests.	The	annualized	weighted	average	expense	ratio	of	the	under-
             lying	Price	funds	for	the	6-month	period	(0.69%)	reflects	the	actual	expense	ratio	of	
             each	underlying	Price	fund	for	the	6-month	period,	annualized	and	weighted	for	the	
             fund’s	relative	average	investment	therein	during	the	period.




                53
T. Rowe Price Retirement Funds



      T. R owe P rice R etirement 2025 F und

      	                                           	               	                	        Effective	
      	                                           	               	       Expenses		       Expenses	
      	                                  Beginning	        Ending		     Paid	During		    Paid	During	
      	                                   Account	        Account	          Period*	        Period**	
      	                                      Value	          Value	     12/1/10	to	      12/1/10	to	
      	                                   12/1/10	        5/31/11	         5/31/11	         5/31/11
      Investor class
      Actual	                           $1,000.00		     $1,127.10		           $0.00		          $3.77
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,024.93		            0.00		           3.58	
      advisor class
      Actual	                            1,000.00		      1,151.80		            1.32		           5.09
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,023.68		            1.26		           4.84
      R class
      Actual	                            1,000.00		      1,123.80		            2.65		           6.41
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,022.44		            2.52		           6.10	

          		*Expenses	are	equal	to	the	class’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	(182),	and	divided	by	days	in	the	year	(365)	
             to	reflect	the	half-year	period.	Expenses	reflect	only	costs	borne	directly	by	the	fund;	
             all	fund	expenses	other	than	class-specific	Rule	12b-1	fees	are	reimbursed	by	the	
             underlying	Price	funds.	The	annualized	expense	ratio	for	the	6-month	period	was	
             0.00%	for	the	Investor	Class,	0.25%	for	the	Advisor	Class,	and	0.50%	for	the	R	Class.
          **Effective	expenses	reflect	the	sum	of	expenses	borne	directly	by	the	class	plus	the	
             fund’s	pro-rata	share	of	the	weighted	average	expense	ratio	of	the	underlying	Price	
             funds	in	which	it	invests.	The	annualized	weighted	average	expense	ratio	of	the	under-
             lying	Price	funds	for	the	6-month	period	(0.71%)	reflects	the	actual	expense	ratio	of	
             each	underlying	Price	fund	for	the	6-month	period,	annualized	and	weighted	for	the	
             fund’s	relative	average	investment	therein	during	the	period.




                54
T. Rowe Price Retirement Funds



      T. R owe P rice R etirement 2030 F und

      	                                           	               	                	        Effective	
      	                                           	               	       Expenses		       Expenses	
      	                                  Beginning	        Ending		     Paid	During		    Paid	During	
      	                                   Account	        Account	          Period*	        Period**	
      	                                      Value	          Value	     12/1/10	to	      12/1/10	to	
      	                                   12/1/10	        5/31/11	         5/31/11	         5/31/11
      Investor class
      Actual	                           $1,000.00		     $1,133.40		           $0.00		          $3.94
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,024.93		            0.00		           3.74
      advisor class
      Actual	                            1,000.00		      1,131.80		            1.33		           5.26
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,023.68		            1.26		           4.99
      R class
      Actual	                            1,000.00		      1,130.70		            2.66		           6.59	
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,022.44		            2.52		           6.25	

          		*Expenses	are	equal	to	the	class’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	(182),	and	divided	by	days	in	the	year	(365)	
             to	reflect	the	half-year	period.	Expenses	reflect	only	costs	borne	directly	by	the	fund;	
             all	fund	expenses	other	than	class-specific	Rule	12b-1	fees	are	reimbursed	by	the	
             underlying	Price	funds.	The	annualized	expense	ratio	for	the	6-month	period	was	
             0.00%	for	the	Investor	Class,	0.25%	for	the	Advisor	Class,	and	0.50%	for	the	R	Class.
          **Effective	expenses	reflect	the	sum	of	expenses	borne	directly	by	the	class	plus	the	
             fund’s	pro-rata	share	of	the	weighted	average	expense	ratio	of	the	underlying	Price	
             funds	in	which	it	invests.	The	annualized	weighted	average	expense	ratio	of	the	under-
             lying	Price	funds	for	the	6-month	period	(0.74%)	reflects	the	actual	expense	ratio	of	
             each	underlying	Price	fund	for	the	6-month	period,	annualized	and	weighted	for	the	
             fund’s	relative	average	investment	therein	during	the	period.




                55
T. Rowe Price Retirement Funds



      T. R owe P rice R etirement 2035 F und

      	                                           	               	                	        Effective	
      	                                           	               	       Expenses		       Expenses	
      	                                  Beginning	        Ending		     Paid	During		    Paid	During	
      	                                   Account	        Account	          Period*	        Period**	
      	                                      Value	          Value	     12/1/10	to	      12/1/10	to	
      	                                   12/1/10	        5/31/11	         5/31/11	         5/31/11
      Investor class
      Actual	                           $1,000.00		     $1,138.20		           $0.00		          $4.00
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,024.93		            0.00		           3.79	
      advisor class
      Actual	                            1,000.00		      1,136.80		            1.33		           5.33
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,023.68		            1.26		           5.05
      R class
      Actual	                            1,000.00		      1,135.80		            2.66		           6.66
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,022.44		            2.52		           6.30

          		*Expenses	are	equal	to	the	class’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	(182),	and	divided	by	days	in	the	year	(365)	
             to	reflect	the	half-year	period.	Expenses	reflect	only	costs	borne	directly	by	the	fund;	
             all	fund	expenses	other	than	class-specific	Rule	12b-1	fees	are	reimbursed	by	the	
             underlying	Price	funds.	The	annualized	expense	ratio	for	the	6-month	period	was	
             0.00%	for	the	Investor	Class,	0.25%	for	the	Advisor	Class,	and	0.50%	for	the	R	Class.
          **Effective	expenses	reflect	the	sum	of	expenses	borne	directly	by	the	class	plus	the	
             fund’s	pro-rata	share	of	the	weighted	average	expense	ratio	of	the	underlying	Price	
             funds	in	which	it	invests.	The	annualized	weighted	average	expense	ratio	of	the	under-
             lying	Price	funds	for	the	6-month	period	(0.75%)	reflects	the	actual	expense	ratio	of	
             each	underlying	Price	fund	for	the	6-month	period,	annualized	and	weighted	for	the	
             fund’s	relative	average	investment	therein	during	the	period.




                56
T. Rowe Price Retirement Funds



      T. R owe P rice R etirement 2040 F und

      	                                           	               	                	        Effective	
      	                                           	               	       Expenses		       Expenses	
      	                                  Beginning	        Ending		     Paid	During		    Paid	During	
      	                                   Account	        Account	          Period*	        Period**	
      	                                      Value	          Value	     12/1/10	to	      12/1/10	to	
      	                                   12/1/10	        5/31/11	         5/31/11	         5/31/11
      Investor class
      Actual	                           $1,000.00		     $1,139.60		           $0.00		          $4.05
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,024.93		            0.00		           3.84	
      advisor class
      Actual	                            1,000.00		      1,138.10		            1.33		           5.38
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,023.68		            1.26		           5.10
      R class
      Actual	                            1,000.00		      1,136.90		            2.66		           6.71	
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,022.44		            2.52		           6.35	

          		*Expenses	are	equal	to	the	class’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	(182),	and	divided	by	days	in	the	year	(365)	
             to	reflect	the	half-year	period.	Expenses	reflect	only	costs	borne	directly	by	the	fund;	
             all	fund	expenses	other	than	class-specific	Rule	12b-1	fees	are	reimbursed	by	the	
             underlying	Price	funds.	The	annualized	expense	ratio	for	the	6-month	period	was	
             0.00%	for	the	Investor	Class,	0.25%	for	the	Advisor	Class,	and	0.50%	for	the	R	Class.
          **Effective	expenses	reflect	the	sum	of	expenses	borne	directly	by	the	class	plus	the	
             fund’s	pro-rata	share	of	the	weighted	average	expense	ratio	of	the	underlying	Price	
             funds	in	which	it	invests.	The	annualized	weighted	average	expense	ratio	of	the	under-
             lying	Price	funds	for	the	6-month	period	(0.76%)	reflects	the	actual	expense	ratio	of	
             each	underlying	Price	fund	for	the	6-month	period,	annualized	and	weighted	for	the	
             fund’s	relative	average	investment	therein	during	the	period.




                57
T. Rowe Price Retirement Funds



      T. R owe P rice R etirement 2045 F und

      	                                           	               	                	        Effective	
      	                                           	               	       Expenses		       Expenses	
      	                                  Beginning	        Ending		     Paid	During		    Paid	During	
      	                                   Account	        Account	          Period*	        Period**	
      	                                      Value	          Value	     12/1/10	to	      12/1/10	to	
      	                                   12/1/10	        5/31/11	         5/31/11	         5/31/11
      Investor class
      Actual	                           $1,000.00		     $1,139.40		           $0.00		          $4.05
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,024.93		            0.00		           3.84
      advisor class
      Actual	                            1,000.00		      1,138.00		            1.33		           5.38
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,023.68		            1.26		           5.10	
      R class
      Actual	                            1,000.00		      1,137.00		            2.66		           6.71
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,022.44		            2.52		           6.35	

          		*Expenses	are	equal	to	the	class’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	(182),	and	divided	by	days	in	the	year	(365)	
             to	reflect	the	half-year	period.	Expenses	reflect	only	costs	borne	directly	by	the	fund;	
             all	fund	expenses	other	than	class-specific	Rule	12b-1	fees	are	reimbursed	by	the	
             underlying	Price	funds.	The	annualized	expense	ratio	for	the	6-month	period	was	
             0.00%	for	the	Investor	Class,	0.25%	for	the	Advisor	Class,	and	0.50%	for	the	R	Class.
          **Effective	expenses	reflect	the	sum	of	expenses	borne	directly	by	the	class	plus	the	
             fund’s	pro-rata	share	of	the	weighted	average	expense	ratio	of	the	underlying	Price	
             funds	in	which	it	invests.	The	annualized	weighted	average	expense	ratio	of	the	under-
             lying	Price	funds	for	the	6-month	period	(0.76%)	reflects	the	actual	expense	ratio	of	
             each	underlying	Price	fund	for	the	6-month	period,	annualized	and	weighted	for	the	
             fund’s	relative	average	investment	therein	during	the	period.




                58
T. Rowe Price Retirement Funds



      T. R owe P rice R etirement 2050 F und

      	                                           	               	                	        Effective	
      	                                           	               	       Expenses		       Expenses	
      	                                  Beginning	        Ending		     Paid	During		    Paid	During	
      	                                   Account	        Account	          Period*	        Period**	
      	                                      Value	          Value	     12/1/10	to	      12/1/10	to	
      	                                   12/1/10	        5/31/11	         5/31/11	         5/31/11
      Investor class
      Actual	                           $1,000.00		     $1,139.00		           $0.00		          $4.05
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,024.93		            0.00		           3.84	
      advisor class
      Actual	                            1,000.00		      1,137.40		            1.33		           5.38
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,023.68		            1.26		           5.10
      R class
      Actual	                            1,000.00		      1,135.90		            2.66		           6.71
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,022.44		            2.52		           6.35	

          		*Expenses	are	equal	to	the	class’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	(182),	and	divided	by	days	in	the	year	(365)	
             to	reflect	the	half-year	period.	Expenses	reflect	only	costs	borne	directly	by	the	fund;	
             all	fund	expenses	other	than	class-specific	Rule	12b-1	fees	are	reimbursed	by	the	
             underlying	Price	funds.	The	annualized	expense	ratio	for	the	6-month	period	was	
             0.00%	for	the	Investor	Class,	0.25%	for	the	Advisor	Class,	and	0.50%	for	the	R	Class.
          **Effective	expenses	reflect	the	sum	of	expenses	borne	directly	by	the	class	plus	the	
             fund’s	pro-rata	share	of	the	weighted	average	expense	ratio	of	the	underlying	Price	
             funds	in	which	it	invests.	The	annualized	weighted	average	expense	ratio	of	the	under-
             lying	Price	funds	for	the	6-month	period	(0.76%)	reflects	the	actual	expense	ratio	of	
             each	underlying	Price	fund	for	the	6-month	period,	annualized	and	weighted	for	the	
             fund’s	relative	average	investment	therein	during	the	period.




                59
T. Rowe Price Retirement Funds



      T. R owe P rice R etirement 2055 F und

      	                                           	               	                	        Effective	
      	                                           	               	       Expenses		       Expenses	
      	                                  Beginning	        Ending		     Paid	During		    Paid	During	
      	                                   Account	        Account	          Period*	        Period**	
      	                                      Value	          Value	     12/1/10	to	      12/1/10	to	
      	                                   12/1/10	        5/31/11	         5/31/11	         5/31/11
      Investor class
      Actual	                           $1,000.00		     $1,138.80		           $0.00		          $4.05	
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,024.93		            0.00		           3.84		
      advisor class
      Actual	                            1,000.00		      1,138.20		            1.33		           5.38
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,023.68		            1.26		           5.10
      R class
      Actual	                            1,000.00		      1,136.00		            2.66		           6.71
      Hypothetical	(assumes	5%		
      return	before	expenses)	           1,000.00		      1,022.44		            2.52		           6.35	

          		*Expenses	are	equal	to	the	class’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	(182),	and	divided	by	days	in	the	year	(365)	
             to	reflect	the	half-year	period.	Expenses	reflect	only	costs	borne	directly	by	the	fund;	
             all	fund	expenses	other	than	class-specific	Rule	12b-1	fees	are	reimbursed	by	the	
             underlying	Price	funds.	The	annualized	expense	ratio	for	the	6-month	period	was	
             0.00%	for	the	Investor	Class,	0.25%	for	the	Advisor	Class,	and	0.50%	for	the	R	Class.
          **Effective	expenses	reflect	the	sum	of	expenses	borne	directly	by	the	class	plus	the	
             fund’s	pro-rata	share	of	the	weighted	average	expense	ratio	of	the	underlying	Price	
             funds	in	which	it	invests.	The	annualized	weighted	average	expense	ratio	of	the	under-
             lying	Price	funds	for	the	6-month	period	(0.76%)	reflects	the	actual	expense	ratio	of	
             each	underlying	Price	fund	for	the	6-month	period,	annualized	and	weighted	for	the	
             fund’s	relative	average	investment	therein	during	the	period.




                60
T. Rowe Price Investment Services and Information
This	page	contains	supplementary	information	that	is	not	part	of	the	shareholder	report.



Investment Services and Information
         kNOWLEdGEaBLE cuSTOmER SERVIcE
         On the Web at troweprice.com.
         By Phone at 1-800-225-5132. Available Monday through Friday from 8 a.m. until
         10 p.m. ET and Saturday from 8:30 a.m. until 5 p.m. ET.
         In Person at a T. Rowe Price Investor Center. Please visit the website at
         troweprice.com/investorcenter or call 1-800-225-5132 to locate a center near you.
         accOuNT SERVIcES
         Account Access. Through the T. Rowe Price website at troweprice.com and via
         phone through Tele*Access®.
         Automatic Investing. From your bank account or paycheck.
         Automatic Withdrawal. Scheduled, periodic redemptions.
         IRA Rebalancing. Automatically rebalance to ensure that your accounts reflect
         your desired asset allocations.
         BROkERaGE SERVIcES ‡
         Trade	stocks,	mutual	funds,	ETFs,	bonds,	options,	CDs,	precious	metals,	
         and more at competitive commissions.
         INVESTmENT INFORmaTION
         Consolidated Statement. Overview of all of your T. Rowe Price mutual fund and
         Brokerage accounts.
         Shareholder Reports. Manager reviews of their strategies and results.
         T. Rowe Price Report. Quarterly investment newsletter.
         T. Rowe Price Investor. Quarterly publication of insightful financial articles.
         Investment Guides. International Investing Guide, Guide to Bond Funds, Investors
         Portfolio Review, Retirement Savings Guide, and Retirement Readiness Guide.
         FINaNcIaL INTERmEdIaRIES aNd adVISORS
         By Phone at 1-877-804-2315.	Contact	us	Monday	through	Friday	from	8:30	a.m.	
         until 6 p.m. ET.
         By Mail:	T.	Rowe	Price,	Financial	Institution	Services,	P.O.	Box	89000,	Baltimore,	
         MD	21289-4232.
         cuSTOmERS WHO TRadE THROuGH a FINaNcIaL INTERmEdIaRY
         Please contact your intermediary or financial professional for assistance.


	     ‡	 	 ptions	trading	involves	additional	risk	and	is	not	suitable	for	all	investors.	Brokerage		
         O
         services	offered	by	T.	Rowe	Price	Investment	Services,	Inc.,	member	FINRA/SIPC.
                   61
T. Rowe Price Mutual Funds
This	page	contains	supplementary	information	that	is	not	part	of	the	shareholder	report.
STOck FuNdS                            aSSET aLLOcaTION FuNdS (cont.) mONEY maRkET FuNdS
domestic                               Retirement 2025 *                       Taxable
Blue	Chip	Growth*                      Retirement 2030 *                       Prime Reserve
Capital	Appreciation*                  Retirement 2035 *                       Summit	Cash	Reserves
Capital	Opportunity*                   Retirement 2040 *                       U.S. Treasury Money
Diversified	Mid-Cap	Growth             Retirement 2045 *
                                                                               Tax-Free
Diversified	Small-Cap	Growth           Retirement 2050 *
Dividend Growth*                       Retirement 2055 *                       California	Tax-Free Money
Equity Income*                         Retirement Income *                     Maryland Tax-Free Money
Equity Index 500                                                               New York Tax-Free Money
Extended Equity Market Index           BONd FuNdS                              Summit Municipal Money Market
Financial Services                                                             Tax-Exempt Money
Growth & Income                        domestic Taxable
Growth Stock*                          Corporate Income                        INTERNaTIONaL/GLOBaL
Health Sciences                        GNMA                                    FuNdS
Media & Telecommunications             High Yield*
Mid-Cap	Growth* ‡                      Inflation Protected Bond                Stock
Mid-Cap	Value* ‡                       New Income *                            Africa & Middle East
New America Growth*                    Short-Term Bond *                       Emerging Europe & Mediterranean
New Era                                Spectrum Income                         Emerging Markets Stock
New Horizons                           Strategic Income *                      European Stock
Real Estate*                           Summit GNMA                             Global Infrastructure*
Science & Technology*                  U.S. Bond Enhanced Index                Global	Large-Cap	Stock *
Small-Cap	Stock*                       U.S. Treasury Intermediate              Global Real Estate*
Small-Cap	Value*                       U.S. Treasury Long-Term                 Global Stock *
Spectrum Growth                        domestic Tax-Free                       Global Technology
Tax-Efficient Equity                                                           International Discovery
Total Equity Market Index              California Tax-Free Bond                International Equity Index
U.S.	Large-Cap	Core*	                  Georgia Tax-Free Bond                   International Growth & Income *
Value*                                 Maryland Short-Term                     International Stock*
                                         Tax-Free Bond                         Japan
aSSET aLLOcaTION FuNdS                 Maryland Tax-Free Bond                  Latin America
                                       New Jersey Tax-Free Bond                New Asia
Balanced                               New York Tax-Free Bond                  Overseas Stock
Personal Strategy Balanced             Summit Municipal Income                 Spectrum International
Personal Strategy Growth               Summit Municipal Intermediate
Personal Strategy Income               Tax-Free High Yield                     Bond
Retirement 2005*                       Tax-Free Income *                       Emerging Markets Bond
Retirement 2010*                       Tax-Free Short-Intermediate             Emerging Markets Local
Retirement 2015*                       Virginia Tax-Free Bond                    Currency	Bond*
Retirement 2020*                                                               International Bond *
For more information about T. Rowe Price funds or services, please contact us directly at
1-800-225-5132. 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.
Investments in the money market funds are not insured or guaranteed by the FDIC or any other
government agency. Although the funds seek to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the funds.
 * T.	Rowe	Price	Advisor	and	R	Classes	may	be	available	for	these	funds.	T.	Rowe	Price	Advisor	and		
   R	Classes	are	offered	only	through	financial	intermediaries.	For	more	information	about	T.	Rowe	Price	
   Advisor	and	R	Classes,	contact	your	financial	professional	or	call	T.	Rowe	Price	at	1-877-804-2315.
 ‡ Closed	to	new	investors	except	for	a	direct	rollover	from	a	retirement	plan	into	a	T.	Rowe	Price	IRA	
   invested	in	this	fund.

                                                    T.	Rowe	Price	Investment	Services,	Inc.		
                                                    100	East	Pratt	Street	
                                                    Baltimore,	MD	21202
107994                                                                                           C16-050 7/11
ANNuAl
REPORT
Financial Statements


May 31, 2011

                       T. Rowe PRiCe

TRRNX                  Retirement 2055 Fund
PARoX                  Retirement 2055 Fund–
                       Advisor Class
RRTVX                  Retirement 2055 Fund–
                       R Class
T. Rowe Price Retirement 2055 Fund




 F inancial H ighlights                                   For a share outstanding throughout each period


 Investor Class
                                            Year                                                   12/29/06
                                           Ended                                                    Through
                                                 ‡                 ‡                 ‡           ‡         ‡
                                          5/31/11        5/31/10           5/31/09        5/31/08 5/31/07
 NET ASSET VALUE
 Beginning of period                  $     8.26     $     6.87        $ 10.26           $ 10.95    $ 10.00

 Investment activities
   Net investment income                    0.12           0.11              0.12           0.15       0.03
   Net realized and unrealized
   gain (loss)                              2.07           1.42             (3.24)         (0.64)      0.92
   Total from investment activities         2.19           1.53             (3.12)         (0.49)      0.95

 Distributions
   Net investment income                   (0.12)         (0.11)            (0.12)         (0.13)      –
   Net realized gain                       (0.01)         (0.03)            (0.15)         (0.07)      –
   Total distributions                     (0.13)         (0.14)            (0.27)         (0.20)      –

 NET ASSET VALUE
 End of period                        $ 10.32        $     8.26        $     6.87        $ 10.26    $ 10.95

 Ratios/Supplemental Data

 Total return(1)(2)                       26.57%         22.23%            (30.04)%       (4.49)%    9.50%
 Ratio of total expenses to average
            (2)                                                                                              (3)
 net assets                               0.00%          0.00%             0.00%          0.00%      0.00%
 Ratio of net investment income to
                    (2)                                                                                      (3)
 average net assets                       1.30%          1.40%             1.81%          1.52%      0.61%




                  2
T. Rowe Price Retirement 2055 Fund




 F inancial H ighlights                                          For a share outstanding throughout each period


                                                    Year                                              12/29/06
                                                   Ended                                               Through
                                                         ‡                   ‡           ‡          ‡         ‡
                                                  5/31/11       5/31/10          5/31/09     5/31/08 5/31/07


 Ratios/Supplemental Data (continued)

                           (2)                                                                                 (3)
 Portfolio turnover rate                          27.4%         11.2%            19.0%       17.0%     33.0%
 Weighted average expense ratio of
                       (4)                                                                                        (3)
 underlying Price funds                            0.76%        0.77%            0.79%       0.73%      0.74%
                                                                                                                  (3)
 Effective expense ratio                           0.76%        0.77%            0.79%       0.73%      0.74%
 Net assets, end of period
 (in thousands)                                 $ 270,987 $ 146,581 $ 77,172 $ 56,504 $ 15,632


 ‡
       Per share amounts calculated using average shares outstanding method.
 (1)
       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; it 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.
 (2)
       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.
 (3)
       Annualized
 (4)
       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.




The accompanying notes are an integral part of these financial statements.


                   3
T. Rowe Price Retirement 2055 Fund




 F inancial H ighlights                                    For a share outstanding throughout each period


 Advisor Class
                                                           Year                                          5/31/07
                                                          Ended                                          Through
                                                                ‡                 ‡                 ‡           ‡
                                                         5/31/11        5/31/10           5/31/09        5/31/08
 NET ASSET VALUE
 Beginning of period                                 $     8.24     $     6.85        $ 10.24           $ 10.95

 Investment activities
   Net investment income                                   0.10           0.09              0.11           0.06
   Net realized and unrealized gain (loss)                 2.06           1.42             (3.24)         (0.58)
   Total from investment activities                        2.16           1.51             (3.13)         (0.52)

 Distributions
   Net investment income                                  (0.10)         (0.09)            (0.11)         (0.12)
   Net realized gain                                      (0.01)         (0.03)            (0.15)         (0.07)
   Total distributions                                    (0.11)         (0.12)            (0.26)         (0.19)

 NET ASSET VALUE
 End of period                                       $ 10.29        $     8.24        $     6.85        $ 10.24

 Ratios/Supplemental Data

 Total return(1)(2)                                      26.25%         22.00%            (30.22)%       (4.77)%
                                               (2)
 Ratio of total expenses to average net assets            0.25%          0.25%             0.25%          0.25%
 Ratio of net investment income to average
            (2)
 net assets                                              1.05%          1.10%             1.57%          0.65%




                 4
T. Rowe Price Retirement 2055 Fund




 F inancial H ighlights                                          For a share outstanding throughout each period


                                                                Year                                      5/31/07
                                                               Ended                                      Through
                                                                     ‡               ‡            ‡              ‡
                                                              5/31/11        5/31/10     5/31/09          5/31/08


 Ratios/Supplemental Data (continued)

                           (2)
 Portfolio turnover rate                                      27.4%          11.2%       19.0%            17.0%
 Weighted average expense ratio of underlying
            (3)
 Price funds                                                   0.76%         0.77%       0.79%            0.73%
 Effective expense ratio                                       1.01%         1.02%       1.04%            0.98%
 Net assets, end of period
 (in thousands)                                             $ 21,207 $ 11,927 $ 5,170                 $    4,280


 ‡
       Per share amounts calculated using average shares outstanding method.
 (1)
       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. The fund's total return may be
       higher or lower than the investment results of the individual underlying Price funds.
 (2)
       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.
 (3)
       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.




The accompanying notes are an integral part of these financial statements.


                   5
T. Rowe Price Retirement 2055 Fund




 F inancial H ighlights                                   For a share outstanding throughout each period


 R Class
                                                           Year                                          5/31/07
                                                          Ended                                          Through
                                                                ‡                 ‡                 ‡           ‡
                                                         5/31/11        5/31/10           5/31/09        5/31/08

 NET ASSET VALUE
 Beginning of period                                 $     8.24     $     6.86        $ 10.22           $ 10.95

 Investment activities
   Net investment income                                   0.07           0.05              0.07           0.15
   Net realized and unrealized gain (loss)                 2.06           1.44             (3.20)         (0.70)
   Total from investment activities                        2.13           1.49             (3.13)         (0.55)

 Distributions
   Net investment income                                  (0.09)         (0.08)            (0.08)         (0.11)
   Net realized gain                                      (0.01)         (0.03)            (0.15)         (0.07)
   Total distributions                                    (0.10)         (0.11)            (0.23)         (0.18)

 NET ASSET VALUE
 End of period                                       $ 10.27        $     8.24        $     6.86        $ 10.22

 Ratios/Supplemental Data

 Total return(1)(2)                                      25.87%         21.67%            (30.32)%       (5.04)%
                                               (2)
 Ratio of total expenses to average net assets            0.50%          0.50%             0.50%          0.50%
 Ratio of net investment income to average
            (2)
 net assets                                              0.70%          0.69%             1.09%          1.42%




                 6
T. Rowe Price Retirement 2055 Fund




 F inancial H ighlights                                          For a share outstanding throughout each period


                                                                 Year                                          5/31/07
                                                                Ended                                          Through
                                                                      ‡                ‡               ‡              ‡
                                                               5/31/11        5/31/10          5/31/09         5/31/08


 Ratios/Supplemental Data (continued)

                           (2)
 Portfolio turnover rate                                       27.4%          11.2%            19.0%           17.0%
 Weighted average expense ratio of underlying
            (3)
 Price funds                                                    0.76%         0.77%            0.79%           0.73%
 Effective expense ratio                                        1.26%         1.27%            1.29%           1.23%
 Net assets, end of period
 (in thousands)                                               $ 7,346        $ 2,435       $     451       $     321


 ‡
       Per share amounts calculated using average shares outstanding method.
 (1)
       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. The fund's total return may be
       higher or lower than the investment results of the individual underlying Price funds.
 (2)
       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.
 (3)
       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.




The accompanying notes are an integral part of these financial statements.


                   7
T. Rowe Price Retirement 2055 Fund
                                                                         May 31, 2011



                                            Percent of
 P ortfolio of I nvestments           (1)   Net Assets     Shares          Value
(Cost and value in $000s)

EQUITY MUTUAL FUNDS 91.3%
T. Rowe Price Growth Stock Fund                 23.7%    2,070,653         71,002
T. Rowe Price Value Fund                        23.7     2,802,680         70,852
T. Rowe Price Equity Index 500 Fund               8.4     694,645          25,243
T. Rowe Price International Stock Fund            5.3    1,058,858         15,957
T. Rowe Price Overseas Stock Fund                 5.0    1,648,644         14,904
T. Rowe Price International
Growth & Income Fund                              5.0    1,026,760         14,857
T. Rowe Price Real Assets Fund                    4.3    1,008,536         12,798
T. Rowe Price Mid-Cap Growth Fund (2)             3.8     176,454          11,348
T. Rowe Price Mid-Cap Value Fund                  3.8     441,937          11,287
T. Rowe Price Emerging Markets Stock Fund         3.3     280,112          10,042
T. Rowe Price Small-Cap Stock Fund                1.7     134,545           5,129
T. Rowe Price New Horizons Fund (2)               1.7     134,443           5,082
T. Rowe Price Small-Cap Value Fund                1.6     127,865           4,948
Total Equity Mutual Funds (Cost $218,495)                                 273,449


BOND MUTUAL FUNDS 8.7%
T. Rowe Price New Income Fund                     5.2    1,625,159         15,634
T. Rowe Price High Yield Fund                     1.0     427,480           2,980
T. Rowe Price Emerging Markets Bond Fund          0.9     196,389           2,643
T. Rowe Price International Bond Fund             0.9     251,878           2,612
T. Rowe Price Summit Cash
Reserves Fund, 0.01% (3)                          0.7    2,167,557          2,168
Total Bond Mutual Funds (Cost $24,885)                                     26,037

Total Investments in Securities
100.0% of Net Assets (Cost $ 243,380)                                $    299,486

(1)    Affiliated Companies
(2)    Non-income producing
(3)    Seven-day yield




                   8
T. Rowe Price Retirement 2055 Fund




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 which is under common ownership or control.
Based on the fund’s relative ownership, the following securities were considered affiliated
companies for all or some portion of the year ended May 31, 2011. Purchase and sales cost
and investment income reflect all activity for the period then ended.

                             Purchase        Sales   Investment              Value
Affiliate                        Cost         Cost       Income        5/31/11         5/31/10
T. Rowe Price Emerging
Markets Bond Fund           $    900 $         249 $         140 $        2,643 $         1,876
T. Rowe Price Emerging
Markets Stock Fund             4,125           493            18         10,042           4,861
T. Rowe Price Equity
Index 500 Fund                 7,330         5,430           361         25,243          18,347
T. Rowe Price Growth
Stock Fund                    25,109         3,534            28         71,002          36,779
T. Rowe Price High
Yield Fund                     1,225           182           179          2,980           1,765
T. Rowe Price International
Bond Fund                      1,166            69            48          2,612           1,325
T. Rowe Price International
Growth & Income Fund           4,645           743           232         14,857           7,962
T. Rowe Price International
Stock Fund                     5,331           735           118         15,957           8,379
T. Rowe Price Mid-Cap
Growth Fund                    3,344         1,125              -        11,348           6,866
T. Rowe Price Mid-Cap
Value Fund                     3,488         1,167           160         11,287           7,265
T. Rowe Price New
Horizons Fund                  1,413           734              -         5,082           3,138
T. Rowe Price New
Income Fund                    7,085           780           429         15,634           9,162
T. Rowe Price Overseas
Stock Fund                     4,691           753           188         14,904           7,969




               9
T. Rowe Price Retirement 2055 Fund




Affiliated Companies (continued)
($000s)

                                    Purchase           Sales       Investment           Value
Affiliate                                  Cost         Cost           Income      5/31/11      5/31/10
T. Rowe Price Real
Assets Fund                            11,535                  -             35     12,798            -
T. Rowe Price Small-Cap
Stock Fund                              1,425            584                  6      5,129        3,173
T. Rowe Price Small-Cap
Value Fund                              1,448            672                 28      4,948        3,244
T. Rowe Price Summit Cash
Reserves Fund, 0.01%                   44,713        42,546                 -        2,168            -
T. Rowe Price Value Fund               23,438         2,970               916       70,852       38,834
Totals                                                             $    2,886 $    299,486 $    160,945



Amounts reflected on the accompanying financial statements include the following
amounts related to affiliated companies:



Investment in securities, at cost             $     243,380
Income distributions from underlying
Price funds                                   $        2,886
Realized gain (loss) on sales of underlying
Price funds                                   $       (1,847)
Capital gain distributions from
underlying Price funds                        $         919




The accompanying notes are an integral part of these financial statements.


                   10
T. Rowe Price Retirement 2055 Fund
                                                                                 May 31, 2011




 S tatement of A ssets and L iabilities
 ($000s, except shares and per share amounts)


        Assets
        Investments in securities, at value (cost $243,380)                  $    299,486
        Receivable for shares sold                                                     912
        Total assets                                                              300,398


        Liabilities
        Payable for investment securities purchased                                    577
        Payable for shares redeemed                                                    273
        Other liabilities                                                                7
        Total liabilities                                                              857


        NET ASSETS                                                           $    299,541

        Net Assets Consist of:
        Undistributed net investment income                                  $         329
        Accumulated undistributed net realized loss                                 (9,727)
        Net unrealized gain                                                         56,106
        Paid-in capital applicable to 29,029,027 shares of $0.0001 par
        value capital stock outstanding; 15,000,000,000 shares of the
        Corporation authorized                                                    252,833


        NET ASSETS                                                           $    299,541

        NET ASSET VALUE PER SHARE

        Investor Class
        ($270,987,351 / 26,252,555 shares outstanding)                       $         10.32
        Advisor Class
        ($21,207,022 / 2,061,323 shares outstanding)                         $         10.29
        R Class
        ($7,346,415 / 715,149 shares outstanding)                            $         10.27




The accompanying notes are an integral part of these financial statements.


                   11
T. Rowe Price Retirement 2055 Fund




 S tatement of O perations
 ($000s)

                                                                                     Year
                                                                                   Ended
                                                                                 5/31/11
        Investment Income
        Income distributions from underlying Price funds                     $     2,886
        Expenses
          Rule 12b-1 fees
            Advisor Class                                                             40
            R Class                                                                   20
           Total expenses                                                             60
        Net investment income                                                      2,826

        Realized and Unrealized Gain (Loss)
        Net realized gain (loss)
          Sales of underlying Price funds                                         (1,847)
          Capital gain distributions from underlying Price funds                     919
          Net realized loss                                                         (928)
        Change in net unrealized gain on underlying Price funds                   48,895
        Net realized and unrealized gain                                          47,967

        INCREASE IN NET ASSETS FROM OPERATIONS                               $    50,793




The accompanying notes are an integral part of these financial statements.


                   12
T. Rowe Price Retirement 2055 Fund




 S tatement of C hanges in N et A ssets
 ($000s)

                                                            Year
                                                          Ended
                                                        5/31/11         5/31/10
      Increase (Decrease) in Net Assets
      Operations
       Net investment income                        $     2,826     $     1,726
       Net realized loss                                   (928)         (3,797)
       Change in net unrealized gain                     48,895          21,058
       Increase in net assets from operations            50,793          18,987

      Distributions to shareholders
        Net investment income
          Investor Class                                  (2,564)        (1,552)
          Advisor Class                                     (164)           (90)
          R Class                                            (35)            (8)
        Net realized gain
          Investor Class                                    (107)          (381)
          Advisor Class                                       (8)           (27)
          R Class                                             (2)            (3)
        Decrease in net assets from distributions         (2,880)        (2,061)

      Capital share transactions*
        Shares sold
           Investor Class                               153,063          98,537
           Advisor Class                                 11,596          10,804
           R Class                                        5,259           2,509
        Distributions reinvested
           Investor Class                                 2,663           1,926
           Advisor Class                                    173             117
           R Class                                           37               8
        Shares redeemed
           Investor Class                                (75,036)       (46,960)
           Advisor Class                                  (5,842)        (5,194)
           R Class                                        (1,228)          (523)
        Increase in net assets from capital share
        transactions                                     90,685          61,224

      Net Assets
      Increase during period                            138,598          78,150
      Beginning of period                               160,943          82,793
      End of period                                 $   299,541     $   160,943

      Undistributed net investment income                   329             266




                13
T. Rowe Price Retirement 2055 Fund




 S tatement of C hanges in N et A ssets
 (000s)

                                                                                 Year
                                                                               Ended
                                                                             5/31/11     5/31/10

        *Share information
          Shares sold
            Investor Class                                                    16,303      12,062
            Advisor Class                                                      1,227       1,317
            R Class                                                              545         292
          Distributions reinvested
            Investor Class                                                       278         233
            Advisor Class                                                         18          14
            R Class                                                                4           1
          Shares redeemed
            Investor Class                                                     (8,070)    (5,782)
            Advisor Class                                                        (632)      (637)
            R Class                                                              (130)       (64)
          Increase in shares outstanding                                        9,543      7,436




The accompanying notes are an integral part of these financial statements.


                   14
T. Rowe Price Retirement 2055 Fund
                                                                            May 31, 2011




 N otes to F inancial S tatements


     T. Rowe Price Retirement Funds, Inc. (the corporation), is registered under
     the Investment Company Act of 1940 (the 1940 Act). The T. Rowe Price
     Retirement 2055 Fund (the fund) is a nondiversified, open-end management
     investment company and is one of the portfolios established by the corporation.
     The fund seeks the highest total return over time consistent with an emphasis
     on both capital growth and income. The fund invests its assets in a selection
     of underlying T. Rowe Price mutual funds (underlying Price funds) to achieve
     a diversified portfolio of stocks and bonds. The fund’s asset mix becomes
     increasingly more conservative over time leading up to and after the targeted
     retirement date.
     The fund has three classes of shares: the Retirement 2055 Fund original share
     class, referred to in this report as the Investor Class, offered since December 29,
     2006; Retirement 2055 Fund – Advisor Class (Advisor Class), offered since
     May 31, 2007; and Retirement 2055 Fund – R Class (R Class), also offered
     since May 31, 2007. Advisor Class shares are sold only through brokers and
     other financial intermediaries, and R Class shares are available to retirement
     plans serviced by intermediaries. 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. 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 accompanying financial statements were prepared in
     accordance with accounting principles generally accepted in the United States
     of America (GAAP), which require 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 received upon sale of the underlying Price funds.
     investment transactions, investment income, and Distributions Income and
     expenses are recorded on the accrual basis. Income and capital gain distribu-
     tions from the underlying Price funds are recorded on the ex-dividend date.



             15
T. Rowe Price Retirement 2055 Fund




    Purchases and sales of the underlying Price funds are accounted for on the
    trade date. Gains and losses realized on sales of the underlying Price funds are
    reported on the identified cost basis. Income tax-related interest and penalties,
    if incurred, would be recorded as income tax expense. Distributions to share-
    holders are recorded on the ex-dividend date. Income distributions are declared
    and paid by each class annually. Capital gain distributions, if any, generally are
    declared and paid by the fund annually.
    Class Accounting The Advisor Class and R Class each pay distribution, share-
    holder servicing, and/or administrative expenses in the form of Rule 12b-1
    fees in an amount not exceeding 0.25% and 0.50%, respectively, of the class’s
    average net assets. 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.


Note 2 - VAluAtioN
    The fund’s financial instruments are reported at fair value as defined by GAAP.
    The fund values its financial instruments and computes its net asset value per
    share at the close of the New York Stock Exchange (NYSE), normally 4 p.m. ET,
    each day that the NYSE is open for business. Investments in the underlying Price
    funds are valued at their closing net asset value per share on the day of valuation.
    Financial instruments for which these valuation procedures are inappropriate or
    are deemed not to reflect fair value are stated at fair value as determined in good
    faith by the T. Rowe Price Valuation Committee, established by the fund’s Board
    of Directors.
    Various inputs are used to determine the value of financial instruments. These
    inputs are summarized in the three broad levels listed below:
    Level 1 – quoted prices in active markets for identical financial instruments
    Level 2 – observable inputs other than Level 1 quoted prices (including, but
              not limited to, quoted prices for similar financial instruments, interest
              rates, prepayment speeds, and credit risk)
    Level 3 – unobservable inputs
    Observable inputs are those based on market data obtained from sources
    independent of the fund, and unobservable inputs reflect the fund’s own
    assumptions based on the best information available. The input levels are



             16
T. Rowe Price Retirement 2055 Fund




    not necessarily an indication of the risk or liquidity associated with financial
    instruments at that level. On May 31, 2011, all investments in the underlying
    Price funds were classified as Level 1, based on the inputs used to determine
    their values.


Note 3 - iNVeStMeNtS iN uNDeRlYiNg PRiCe fuNDS
    Purchases and sales of the underlying Price funds during the year ended
    May 31, 2011, aggregated $152,411,000 and $60,918,000, respectively.


Note 4 - feDeRAl iNCoMe tAxeS
    No provision for federal income taxes is required since the fund intends to con-
    tinue 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 fund files U.S. federal, state, and local tax returns as required. The fund’s tax
    returns are subject to examination by the relevant tax authorities until expiration
    of the applicable statute of limitations, which is generally three years after the
    filing of the tax return but which can be extended to six years in certain circum-
    stances. Tax returns for open years have incorporated no uncertain tax positions
    that require a provision for income taxes.
    Distributions during the years ended May 31, 2011 and May 31, 2010, were
    characterized for tax purposes as follows:

    ($000s)
                                                                     May 31
                                                          2011                    2010
    Ordinary income                                   $      2,880            $     1,650
    Long-term capital gain                                       —                       411


    Total distributions                               $      2,880            $     2,061




              17
T. Rowe Price Retirement 2055 Fund




    At May 31, 2011, the tax-basis cost of investments and components of net
    assets were as follows:

    ($000s)

    Cost of investments                                               $       254,197

    Unrealized appreciation                                           $        56,106
    Unrealized depreciation                                                   (10,817)
    Net unrealized appreciation (depreciation)                                 45,289
    Undistributed ordinary income                                                 439
    Undistributed long-term capital gain                                          980
    Paid-in capital                                                           252,833

    Net assets                                                        $       299,541


    The difference between book-basis and tax-basis net unrealized appreciation
    (depreciation) is attributable to the deferral of losses from wash sales for tax
    purposes. During the year ended May 31, 2011, the fund utilized $29,000 of
    capital loss carryforwards.


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 Group). Price
    Associates, directly or through sub-advisory agreements with its wholly owned
    subsidiaries, also provides investment management services to all the underlying
    Price funds. Pursuant to various service agreements, Price Associates and its
    wholly owned subsidiaries provide shareholder servicing and administrative,
    transfer and dividend disbursing, accounting, marketing, and certain other ser-
    vices to the fund. 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 pays no management fees; however, Price Associates receives manage-
    ment fees from the underlying Price funds. The fund operates in accordance
    with the investment management and special servicing agreements between and
    among the corporation; the underlying Price funds; Price Associates; and T. Rowe
    Price Services, Inc., a wholly owned subsidiary of Price Associates. Pursuant to
    these agreements, expenses associated with the operation of the fund, other than
    class-specific Rule 12b-1 fees, are borne by each underlying Price fund to the



              18
T. Rowe Price Retirement 2055 Fund




    extent of estimated savings to it and in proportion to the average daily value of its
    shares owned by the fund. Therefore, the expense ratio of each class reflects only
    its Rule 12b-1 fees. However, the fund indirectly bears its proportionate share of
    the management fees and operating costs of the underlying Price funds in which
    it invests.
    The fund does not invest in the underlying Price funds for the purpose of exercis-
    ing management or control; however, investments by the fund may represent a
    significant portion of an underlying Price fund’s net assets. At May 31, 2011, the
    fund held less than 25% of the outstanding shares of any underlying Price fund.




             19
T. Rowe Price Retirement 2055 Fund




 R eport of I ndependent R egistered P ublic A ccounting F irm


to the Board of Directors of t. Rowe Price Retirement funds, inc. and
Shareholders of t. Rowe Price Retirement 2055 fund
     In our opinion, the accompanying statement of assets and liabilities, including
     the portfolio of investments, and the related statements of operations and of
     changes in net assets and the financial highlights present fairly, in all material
     respects, the financial position of T. Rowe Price Retirement 2055 Fund (one
     of the portfolios comprising T. Rowe Price Retirement Funds, Inc., hereafter
     referred to as the “Fund”) at May 31, 2011, the results of its operations for the
     year then ended, the changes in its net assets for each of the two years in the
     period then ended and the financial highlights for each of the fiscal periods
     presented, in conformity with accounting principles generally accepted in the
     United States of America. These financial statements and financial highlights
     (hereafter referred to as “financial statements”) are the responsibility of the
     Fund’s management; our responsibility is to express an opinion on these finan-
     cial statements based on our audits. We conducted our audits of these financial
     statements in accordance with the standards of the Public Company Accounting
     Oversight Board (United States). Those standards require that we plan and
     perform the audit to obtain reasonable assurance about whether the financial
     statements are free of material misstatement. An audit includes examining, on
     a test basis, evidence supporting the amounts and disclosures in the financial
     statements, assessing the accounting principles used and significant estimates
     made by management, and evaluating the overall financial statement presenta-
     tion. We believe that our audits, which included confirmation of securities at
     May 31, 2011 by correspondence with the transfer agent, provide a reasonable
     basis for our opinion.



     PricewaterhouseCoopers LLP
     Baltimore, Maryland
     July 15, 2011




             20
T. Rowe Price Retirement 2055 Fund




 T ax I nformation (U naudited ) for the T ax Y ear E nded 5/31/11

  We are providing this information as required by the Internal Revenue Code. The amounts
  shown may differ from those elsewhere in this report because of differences between tax
  and financial reporting requirements.

  The fund’s distributions to shareholders included $117,000 from short-term capital gains.

  For taxable non-corporate shareholders, $2,121,000 of the fund’s income represents
  qualified dividend income subject to the 15% rate category.

  For corporate shareholders, $1,521,000 of the fund’s income qualifies for the dividends-
  received deduction.


 I nformation on P roxy V oting P olicies, P rocedures, and R ecords

  A description of the policies and procedures used by T. Rowe Price funds and portfolios
  to determine how to vote proxies relating to portfolio securities is available in each fund’s
  Statement of Additional Information, which you may request 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 website, troweprice.com. To access it, click on the
  words “Our Company” at the top of our corporate homepage. Then, when the next page
  appears, click on the words “Proxy Voting Policies” on the left side of the page.

  Each fund’s most recent annual proxy voting record is available on our website and
  through the SEC’s website. To access it through our website, follow the directions above,
  then click on the words “Proxy Voting Records” on the right side of the Proxy Voting
  Policies page.


 H ow to O btain Q uarterly P ortfolio H oldings

  The fund files a complete schedule of portfolio holdings with the Securities and Exchange
  Commission for the first and third quarters of each fiscal year on Form N-Q. The fund’s
  Form N-Q is available electronically on the SEC’s website (sec.gov); hard copies
  may be reviewed and copied at the SEC’s Public Reference Room, 450 Fifth St. N.W.,
  Washington, DC 20549. For more information on the Public Reference Room, call
  1-800-SEC-0330.




               21
T. Rowe Price Retirement 2055 Fund




 A pproval of I nvestment M anagement A greement

  On March 9, 2011, the fund’s Board of Directors (Board) unanimously approved the con-
  tinuation of the investment advisory contract (Contract) between the fund and its invest-
  ment advisor, T. Rowe Price Associates, Inc. (Advisor). The Board considered a variety of
  factors in connection with its review of the Contract, also taking into account information
  provided by the Advisor during the course of the year, as discussed below:

  Services Provided by the Advisor
  The Board considered the nature, quality, and extent of the services provided to the fund
  by the Advisor. These services included, but were not limited to, management of the fund’s
  portfolio and a variety of related activities, as well as financial and administrative services,
  reporting, and communications. The Board also reviewed the background and experience
  of the Advisor’s senior management team and investment personnel involved in the man-
  agement of the fund. The Board concluded that it was satisfied with the nature, quality,
  and extent of the services provided by the Advisor.

  investment Performance of the fund
  The Board reviewed the fund’s average annual total returns over the one-year, three-year,
  and since-inception periods, as well as the fund’s year-by-year returns, and compared
  these returns with a wide variety of previously agreed upon comparable performance
  measures and market data, including those supplied by Lipper and Morningstar, which
  are independent providers of mutual fund data. On the basis of this evaluation and the
  Board’s ongoing review of investment results, and factoring in the relative market condi-
  tions during certain of the performance periods, the Board concluded that the fund’s per-
  formance was satisfactory.

  Costs, Benefits, Profits, and economies of Scale
  The Advisor does not receive fees from the fund, and expenses of the fund are borne
  by the underlying funds in which it invests pursuant to a Special Servicing Agreement,
  which was approved by the Board on October 19, 2010. The Advisor does receive fees
  from other T. Rowe Price funds in which the fund invests. Accordingly, the Board did not
  review information relating to revenues received by the Advisor under the Contract. The
  Board did review information regarding benefits that the Advisor (and its affiliates) may
  have realized from its relationship with the fund or other T. Rowe Price funds in which the
  fund invests, including research received under “soft dollar” agreements and commission-
  sharing arrangements with broker-dealers. The Board considered that the Advisor may
  receive some benefit from its soft-dollar arrangements pursuant to which it receives
  research from broker-dealers that execute the applicable fund’s portfolio transactions.
  The Board also received information on the estimated costs incurred and profits realized
  by the Advisor and its affiliates from advising T. Rowe Price mutual funds and concluded
  that the Advisor’s profits were reasonable. Because the Advisor does not receive fees from
  the fund, the Board did not consider whether the fund or other funds benefit under the
  fee levels set forth in the Contract from any economies of scale realized by the Advisor.




               22
T. Rowe Price Retirement 2055 Fund




 A pproval of I nvestment M anagement A greement ( continued )

  Because the Advisor does not receive a management fee from the fund and the fund does
  not have an explicit expense ratio, the Board did not review fees and expenses of other
  comparable funds or of institutional accounts of the Advisor and its affiliates.

  Approval of the Contract
  As noted, the Board approved the continuation of the Contract. No single factor was con-
  sidered in isolation or to be determinative to the decision. Rather, the Board was assisted
  by the advice of independent legal counsel and concluded, in light of the Special Servicing
  Agreement to which the T. Rowe Price Retirement Funds and their underlying funds are
  parties and a weighting and balancing of all factors considered, that it was in the best
  interests of the fund to approve the continuation of the Contract.




              23
T. Rowe Price Retirement 2055 Fund




 A bout the F und’s D irectors and O fficers


Your fund is overseen by a Board of Directors (Board) that meets regularly to review a wide variety of
matters affecting the fund, including performance, investment programs, compliance matters, advi-
sory fees and expenses, service providers, and other business affairs. The Board elects the fund’s
officers, who are listed in the final table. At least 75% of the Board’s members are independent of
T. Rowe Price Associates, Inc. (T. Rowe Price), and its affiliates; “inside” or “interested” directors are
employees or officers of T. Rowe Price. The business address of each director and officer is 100 East
Pratt Street, Baltimore, Maryland 21202. The Statement of Additional Information includes additional
information about the fund directors and is available without charge by calling a T. Rowe Price repre-
sentative at 1-800-225-5132.


 independent Directors
 Name
 (Year of Birth)                Principal occupation(s) and Directorships of Public Companies and
 Year elected*                  other investment Companies During the Past five Years
 William R. Brody               President and Trustee, Salk Institute for Biological Studies (2009
 (1944)                         to present); Director, Novartis, Inc. (2009 to present); Director, IBM
 2009                           (2007 to present); President and Trustee, Johns Hopkins University
                                (1996 to 2009); Chairman of Executive Committee and Trustee,
                                Johns Hopkins Health System (1996 to 2009)
 Jeremiah E. Casey              Retired
 (1940)
 2005
 Anthony W. Deering             Chairman, Exeter Capital, LLC, a private investment firm (2004
 (1945)                         to present); Director, Under Armour (2008 to present); Director,
 2002                           Vornado Real Estate Investment Trust (2004 to present); Director,
                                Mercantile Bankshares (2002 to 2007); Member, Advisory Board,
                                Deutsche Bank North America (2004 to present)
 Donald W. Dick, Jr.            Principal, EuroCapital Partners, LLC, an acquisition and management
 (1943)                         advisory firm (1995 to present)
 2002
 Karen N. Horn                  Senior Managing Director, Brock Capital Group, an advisory and
 (1943)                         investment banking firm (2004 to present); Director, Eli Lilly and
 2003                           Company (1987 to present); Director, Simon Property Group (2004
                                to present); Director, Norfolk Southern (2008 to present); Director,
                                Fannie Mae (2006 to 2008)

 *Each independent director oversees 129 T. Rowe Price portfolios and serves until retirement,
  resignation, or election of a successor.




                   24
T. Rowe Price Retirement 2055 Fund




 independent Directors (continued)
 Name
 (Year of Birth)               Principal occupation(s) and Directorships of Public Companies and
 Year elected*                 other investment Companies During the Past five Years
 Theo C. Rodgers               President, A&R Development Corporation (1977 to present)
 (1941)
 2005
 John G. Schreiber             Owner/President, Centaur Capital Partners, Inc., a real estate
 (1946)                        investment company (1991 to present); Cofounder and Partner,
 2002                          Blackstone Real Estate Advisors, L.P. (1992 to present); Director,
                               General Growth Properties, Inc. (2010 to present)
 Mark R. Tercek                President and Chief Executive Officer, The Nature Conservancy (2008
 (1957)                        to present); Managing Director, The Goldman Sachs Group, Inc.
 2009                          (1984 to 2008)

 *Each independent director oversees 129 T. Rowe Price portfolios and serves until retirement,
  resignation, or election of a successor.


 inside Directors
 Name
 (Year of Birth)
 Year elected*
 [Number of t. Rowe Price      Principal occupation(s) and Directorships of Public Companies and
 Portfolios overseen]          other investment Companies During the Past five Years
 Edward C. Bernard             Director and Vice President, T. Rowe Price; Vice Chairman of the
 (1956)                        Board, Director, and Vice President, T. Rowe Price Group, Inc.;
 2006                          Chairman of the Board, Director, and President, T. Rowe Price
 [129]                         Investment Services, Inc.; Chairman of the Board and Director,
                               T. Rowe Price Retirement Plan Services, Inc., T. Rowe Price Savings
                               Bank, and T. Rowe Price Services, Inc.; Chairman of the Board, Chief
                               Executive Officer, and Director, T. Rowe Price International; Chief
                               Executive Officer, Chairman of the Board, Director, and President,
                               T. Rowe Price Trust Company; Chairman of the Board, all funds
 Brian C. Rogers, CFA, CIC     Chief Investment Officer, Director, and Vice President, T. Rowe Price;
 (1955)                        Chairman of the Board, Chief Investment Officer, Director, and Vice
 2006                          President, T. Rowe Price Group, Inc.; Vice President, T. Rowe Price
 [74]                          Trust Company; Vice President, Retirement Funds

 *Each inside director serves until retirement, resignation, or election of a successor.




                   25
T. Rowe Price Retirement 2055 Fund




 officers
 Name (Year of Birth)
 Position Held With Retirement funds               Principal occupation(s)
 Christopher D. Alderson (1962)                    Director and President-International Equity,
 Vice President                                    T. Rowe Price International; Director and Vice
                                                   President, Price Hong Kong and Price Singapore;
                                                   Vice President, T. Rowe Price Group, Inc.
 Jerome A. Clark, CFA (1961)                       Vice President, T. Rowe Price, T. Rowe Price
 President                                         Group, Inc., T. Rowe Price Investment Services,
                                                   Inc., and T. Rowe Price Trust Company
 Kimberly E. DeDominicis (1976)                    Vice President, T. Rowe Price and T. Rowe Price
 Vice President                                    Trust Company
 Roger L. Fiery III, CPA (1959)                    Vice President, Price Hong Kong, Price
 Vice President                                    Singapore, T. Rowe Price, T. Rowe Price Group,
                                                   Inc., T. Rowe Price International, and T. Rowe
                                                   Price Trust Company
 John R. Gilner (1961)                             Chief Compliance Officer and Vice President,
 Chief Compliance Officer                          T. Rowe Price; Vice President, T. Rowe Price
                                                   Group, Inc., and T. Rowe Price Investment
                                                   Services, Inc.
 Gregory S. Golczewski (1966)                      Vice President, T. Rowe Price and T. Rowe Price
 Vice President                                    Trust Company
 Gregory K. Hinkle, CPA (1958)                     Vice President, T. Rowe Price, T. Rowe Price
 Treasurer                                         Group, Inc., and T. Rowe Price Trust Company;
                                                   formerly Partner, PricewaterhouseCoopers LLP
                                                   (to 2007)
 Ian D. Kelson (1956)                              President-International Fixed Income, T. Rowe
 Vice President                                    Price International; Vice President, T. Rowe
                                                   Price and T. Rowe Price Group, Inc.
 John H. Laporte, CFA (1945)                       Vice President, T. Rowe Price, T. Rowe Price
 Vice President                                    Group, Inc., and T. Rowe Price Trust Company
 Wyatt A. Lee, CFA (1971)                          Vice President, T. Rowe Price, T. Rowe Price
 Executive Vice President                          Group, Inc., and T. Rowe Price Trust Company
 Patricia B. Lippert (1953)                        Assistant Vice President, T. Rowe Price and
 Secretary                                         T. Rowe Price Investment Services, Inc.

 Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International
 for at least 5 years.




                 26
T. Rowe Price Retirement 2055 Fund




 officers (continued)
 Name (Year of Birth)
 Position Held With Retirement funds               Principal occupation(s)
 Edmund M. Notzon III, Ph.D., CFA (1945)           Vice President, T. Rowe Price, T. Rowe Price
 Vice President                                    Group, Inc., T. Rowe Price International, T. Rowe
                                                   Price Investment Services, Inc., and T. Rowe
                                                   Price Trust Company
 David Oestreicher (1967)                          Director and Vice President, T. Rowe Price
 Vice President                                    Investment Services, Inc., T. Rowe Price
                                                   Trust Company, and T. Rowe Price Services,
                                                   Inc.; Vice President, Price Hong Kong, Price
                                                   Singapore, T. Rowe Price, T. Rowe Price Group,
                                                   Inc., T. Rowe Price International, and T. Rowe
                                                   Price Retirement Plan Services, Inc.
 Deborah D. Seidel (1962)                          Vice President, T. Rowe Price, T. Rowe Price
 Vice President                                    Group, Inc., T. Rowe Price Investment Services,
                                                   Inc., and T. Rowe Price Services, Inc.
 Daniel O. Shackelford, CFA (1958)                 Vice President, T. Rowe Price, T. Rowe Price
 Vice President                                    Group, Inc., and T. Rowe Price Trust Company
 Robert W. Smith (1961)                            Vice President, T. Rowe Price, T. Rowe Price
 Vice President                                    Group, Inc., and T. Rowe Price Trust Company
 Guido F. Stubenrauch (1970)                       Vice President, T. Rowe Price
 Vice President
 Mark J. Vaselkiv (1958)                           Vice President, T. Rowe Price, T. Rowe Price
 Vice President                                    Group, Inc., and T. Rowe Price Trust Company
 Julie L. Waples (1970)                            Vice President, T. Rowe Price
 Vice President
 Richard T. Whitney, CFA (1958)                    Vice President, T. Rowe Price, T. Rowe Price
 Vice President                                    Group, Inc., T. Rowe Price International, and
                                                   T. Rowe Price Trust Company

 Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International
 for at least 5 years.




                27
T. Rowe Price Investment Services and Information
This page contains supplementary information that is not part of the shareholder report.



Investment Services and Information
         KNoWleDgeABle CuStoMeR SeRViCe
         On the Web at troweprice.com.
         By Phone at 1-800-225-5132. Available Monday through Friday from 8 a.m. until
         10 p.m. ET and Saturday from 8:30 a.m. until 5 p.m. ET.
         In Person at a T. Rowe Price Investor Center. Please visit the website at
         troweprice.com/investorcenter or call 1-800-225-5132 to locate a center near you.
         ACCouNt SeRViCeS
         Account Access. Through the T. Rowe Price website at troweprice.com and via
         phone through Tele*Access®.
         Automatic Investing. From your bank account or paycheck.
         Automatic Withdrawal. Scheduled, periodic redemptions.
         IRA Rebalancing. Automatically rebalance to ensure that your accounts reflect
         your desired asset allocations.
         BRoKeRAge SeRViCeS ‡
         Trade stocks, mutual funds, ETFs, bonds, options, CDs, precious metals,
         and more at competitive commissions.
         iNVeStMeNt iNfoRMAtioN
         Consolidated Statement. Overview of all of your T. Rowe Price mutual fund and
         Brokerage accounts.
         Shareholder Reports. Manager reviews of their strategies and results.
         T. Rowe Price Report. Quarterly investment newsletter.
         T. Rowe Price Investor. Quarterly publication of insightful financial articles.
         Investment Guides. International Investing Guide, Guide to Bond Funds, Investors
         Portfolio Review, Retirement Savings Guide, and Retirement Readiness Guide.
         fiNANCiAl iNteRMeDiARieS AND ADViSoRS
         By Phone at 1-877-804-2315. Contact us Monday through Friday from 8:30 a.m.
         until 6 p.m. ET.
         By Mail: T. Rowe Price, Financial Institution Services, P.O. Box 89000, Baltimore,
         MD 21289-4232.
         CuStoMeRS WHo tRADe tHRougH A fiNANCiAl iNteRMeDiARY
         Please contact your intermediary or financial professional for assistance.

      ‡ Options trading involves additional risk and is not suitable for all investors. Brokerage
        services offered by T. Rowe Price Investment Services, Inc., member FINRA/SIPC.
                   28
T. Rowe Price Web Services
This page contains supplementary information that is not part of the shareholder report.



troweprice.com
         log iN AND MANAge YouR iNVeStMeNtS oNliNe                                         troweprice.com/access
         We offer a consolidated view of your T. Rowe Price mutual fund and Brokerage
         accounts. You can sort accounts, customize their groupings, and/or grant View
         Access to others as you see fit. Analyze your portfolio with Portfolio Growth
         Tracker. Track the historical growth of your mutual fund investments over time.
         The analysis consists of three components: Activity Summary, Asset Allocation,
         and Net Investment versus Market Value.
         oNliNe SeRViCiNg                                                           troweprice.com/paperless
         Enroll to receive your transaction confirmations, investor statements, prospec-
         tuses, and shareholder reports online instead of by U.S. mail. You will receive an
         e-mail with a link to our website informing you that your document is available to
         view online, print, or download. For your convenience and recordkeeping purposes,
         you will continue to receive your end-of-year summary statement by mail.
         Join our E-mail Program to receive market and fund information by e-mail.
         Receive timely market reports, performance of T. Rowe Price mutual funds, invest-
         ment and market insights from T. Rowe Price managers, and more.
         iNVeStMeNt guiDANCe AND toolS                                         troweprice.com/planningtools
         Morningstar® Portfolio Manager enables you to track, rebalance, and analyze
         your portfolio.
         Morningstar Portfolio X-Ray® is a comprehensive tool that provides an in-depth
         examination of your exposure to different sectors, stock types, sub-asset classes,
         and global diversification.
         Retirement Income Calculator.
         fiNANCiAl iNteRMeDiARieS AND ADViSoRS                     troweprice.com/financialintermediaries
         This secure site is designed for professional financial intermediaries and advisors.
         Financial professionals may access daily prices and historical performance of
         mutual funds; view market research, manager commentary, and sales ideas; and
         access literature and forms. For U.S. technical assistance, call 1-888-358-8490
         or e-mail us at onlinehelp@troweprice.com. For non-U.S. technical assistance,
         call +1 (410) 345 4400 or contact us via e-mail.




                   29
T. Rowe Price Planning Tools and Services
This page contains supplementary information that is not part of the shareholder report.



T. Rowe Price Retirement Services
         T. Rowe Price offers unique retirement services that can help you meet a broad
         variety of planning challenges. Our retirement tools are suitable for individuals,
         the self-employed, small businesses, corporations, and nonprofit organizations.
         For more information, call 1-800-IRA-5000 or visit our website at
         troweprice.com/retirement.
         iNVeStMeNt ACCouNtS
         Rollover IRAs. Whether you’ve changed jobs, experienced a job loss, or retired,
         it’s important to make a smart decision regarding your old 401(k). Call toll-free
         1-800-IRA-5000. Our rollover specialists can open your account over the phone
         and handle most of the paperwork for you. They’ll even contact your former
         employer to help move your money.
         Roth IRAs. A Roth IRA offers tax-free withdrawals and a flexible distribution schedule.
         Open your account at troweprice.com/ira or call 1-800-IRA-5000.
         Traditional IRAs. Traditional IRA contributions may be tax-deductible, with
         no taxes due until withdrawal. Open your account at troweprice.com/ira or call
         1-800-IRA-5000.
         Small Business Retirement Plans. If you’re self-employed or run a small business
         or professional practice, T. Rowe Price can help you establish a cost-effective retire-
         ment plan that’s easy to set up and maintain.
         403(b) Custodial Accounts. For those employed by a school, university, church,
         or other nonprofit organization.
         iNVeStMeNt guiDANCe
         T. Rowe Price Advisory Planning Services offers a wide range of services that
         provide expert advice based on your individual needs and financial goals, including
         consultations with an advisory counselor. Please contact one of our specialists at
         1-888-744-0270 to determine the most appropriate service to fit your needs.*




      * Services offered by T. Rowe Price Advisory Services, Inc., a federally registered investment
        adviser. There may be costs associated with these services.

                   30
T. Rowe Price College Planning
This page contains supplementary information that is not part of the shareholder report.



College Planning
         With the costs of college steadily increasing, it’s critical to plan early. Our college
         planning information and college savings products can help you meet your
         educational investment goals. For more information, visit our website at
         troweprice.com/college, where you will find the Saving for College Personal
         Guide, an interactive tool that can help you determine how much you should
         save, estimate future tuition costs, and review college savings options. In a few
         easy steps, the guide provides you with information and a Personalized Action
         Plan. To speak with a college planning specialist, please call 1-800-638-5660.
         Education Savings Accounts (formerly Education IRAs). This education invest-
         ment account permits contributions up to a total of $2,000 per year per beneficiary
         to help pay for educational costs at eligible schools, including elementary, secondary,
         and post-secondary institutions. Withdrawals from Education Savings Accounts are
         tax-free if the proceeds are used for qualified educational expenses.
         College Savings Plans (529 Plans). To help families prepare for college education
         costs, T. Rowe Price manages three 529 plans that are open to all U.S. residents.
         Any earnings on contributions are tax-deferred, and distributions are exempt from
         federal income taxes when used for qualified educational expenses. Also, these
         plans offer high contribution limits and affordable systematic investing.
         T. Rowe Price manages the T. Rowe Price College Savings Plan, a national 529
         plan offered by the Education Trust of Alaska; the Maryland College Investment Plan;
         and the University of Alaska College Savings Plan. The Maryland College Investment
         Plan offers certain potential benefits for Maryland residents, and the University of
         Alaska College Savings Plan offers potential benefits for Alaska residents.
         Earnings on a distribution not used for qualified expenses may be subject to income taxes
         and a 10% federal penalty. Please note that the availability of tax or other benefits may
         be conditioned on meeting certain requirements such as residency, purpose for or timing
         of distributions, or other factors, as applicable.
         Please visit our website or call 1-800-638-5660 to obtain the applicable plan disclosure
         document, which includes investment objectives, risks, fees, expenses, and other information
         that you should read and consider carefully before investing. Please consider, before invest-
         ing, whether your or your beneficiary’s home state offers any state tax or other benefits
         that are only available for investments in that state’s plan. T. Rowe Price Investment
         Services, Inc., Distributor/Underwriter.




                   31
T. Rowe Price Mutual Funds
This page contains supplementary information that is not part of the shareholder report.
StoCK fuNDS                            ASSet AlloCAtioN fuNDS (cont.) MoNeY MARKet fuNDS
Domestic                               Retirement 2025 *                       taxable
Blue Chip Growth*                      Retirement 2030 *                       Prime Reserve
Capital Appreciation*                  Retirement 2035 *                       Summit Cash Reserves
Capital Opportunity*                   Retirement 2040 *                       U.S. Treasury Money
Diversified Mid-Cap Growth             Retirement 2045 *
                                                                               tax-free
Diversified Small-Cap Growth           Retirement 2050 *
Dividend Growth*                       Retirement 2055 *                       California Tax-Free Money
Equity Income*                         Retirement Income *                     Maryland Tax-Free Money
Equity Index 500                                                               New York Tax-Free Money
Extended Equity Market Index           BoND fuNDS                              Summit Municipal Money Market
Financial Services                                                             Tax-Exempt Money
Growth & Income                        Domestic taxable
Growth Stock*                          Corporate Income                        iNteRNAtioNAl/gloBAl
Health Sciences                        GNMA                                    fuNDS
Media & Telecommunications             High Yield*
Mid-Cap Growth* ‡                      Inflation Protected Bond                Stock
Mid-Cap Value* ‡                       New Income *                            Africa & Middle East
New America Growth*                    Short-Term Bond *                       Emerging Europe & Mediterranean
New Era                                Spectrum Income                         Emerging Markets Stock
New Horizons                           Strategic Income *                      European Stock
Real Estate*                           Summit GNMA                             Global Infrastructure*
Science & Technology*                  U.S. Bond Enhanced Index                Global Large-Cap Stock *
Small-Cap Stock*                       U.S. Treasury Intermediate              Global Real Estate*
Small-Cap Value*                       U.S. Treasury Long-Term                 Global Stock *
Spectrum Growth                        Domestic tax-free                       Global Technology
Tax-Efficient Equity                                                           International Discovery
Total Equity Market Index              California Tax-Free Bond                International Equity Index
U.S. Large-Cap Core*                   Georgia Tax-Free Bond                   International Growth & Income *
Value*                                 Maryland Short-Term                     International Stock*
                                         Tax-Free Bond                         Japan
ASSet AlloCAtioN fuNDS                 Maryland Tax-Free Bond                  Latin America
                                       New Jersey Tax-Free Bond                New Asia
Balanced                               New York Tax-Free Bond                  Overseas Stock
Personal Strategy Balanced             Summit Municipal Income                 Spectrum International
Personal Strategy Growth               Summit Municipal Intermediate
Personal Strategy Income               Tax-Free High Yield                     Bond
Retirement 2005*                       Tax-Free Income *                       Emerging Markets Bond
Retirement 2010*                       Tax-Free Short-Intermediate             Emerging Markets Local
Retirement 2015*                       Virginia Tax-Free Bond                    Currency Bond*
Retirement 2020*                                                               International Bond *
For more information about T. Rowe Price funds or services, please contact us directly at
1-800-225-5132. 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.
Investments in the money market funds are not insured or guaranteed by the FDIC or any other
government agency. Although the funds seek to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the funds.
 * T. Rowe Price Advisor and R Classes may be available for these funds. T. Rowe Price Advisor and
   R Classes are offered only through financial intermediaries. For more information about T. Rowe Price
   Advisor and R Classes, contact your financial professional or call T. Rowe Price at 1-877-804-2315.
 ‡ Closed to new investors except for a direct rollover from a retirement plan into a T. Rowe Price IRA
   invested in this fund.

                                                    T. Rowe Price Investment Services, Inc.
                                                    100 East Pratt Street
                                                    Baltimore, MD 21202
                                                                                                 F164-050 7/11

								
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