N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number File No. 811-09301

	TIAA-CREF FUNDS
(Exact Name of Registrant as specified in charter)

730 Third Avenue, New York, New York 10017-3206

(Address of Principal Executive Offices) (Zip code)

Stewart P. Greene, Esq.

c/o TIAA-CREF

730 Third Avenue

New York, New York 10017-3206

(Name and address of agent for service)

Registrant’s telephone number, including area code: 212-490-9000

Date of fiscal year end: May 31

Date of reporting period: May 31, 2012

Item 1. Reports to Stockholders.

2012 Annual Report

TIAA-CREF Lifecycle Funds

of the TIAA-CREF Funds

May 31, 2012

	Contents
	Understanding your Lifecycle Funds report	2
	Information for investors	3
	About the funds’ composite benchmarks	4
	Important information about expenses	5
	Investment results of the Lifecycle Funds	12
	Fund performance
	Lifecycle Retirement Income Fund	14
	Lifecycle 2010 Fund	16
	Lifecycle 2015 Fund	18
	Lifecycle 2020 Fund	20
	Lifecycle 2025 Fund	22
	Lifecycle 2030 Fund	24
	Lifecycle 2035 Fund	26
	Lifecycle 2040 Fund	28
	Lifecycle 2045 Fund	30
	Lifecycle 2050 Fund	32
	Lifecycle 2055 Fund	34
	Portfolios of investments	36
	Audited financial statements
	Statements of assets and liabilities	48
	Statements of operations	52
	Statements of changes in net assets	56
	Financial highlights	64
	Notes to financial statements	97
	Report of independent registered public accounting firm	110
	Trustees and officers	111
	Renewal of investment management agreement	117
	Important tax information	127
	How to reach us	Inside back cover

Understanding your Lifecycle Funds report

This annual report contains information about the investment performance and holdings of the Lifecycle Funds, an offering of the TIAA-CREF Funds, and describes the funds’ results for the twelve months ended May 31, 2012. The report contains three main sections:

• The fund performance section compares each fund’s investment returns with those of its composite benchmark and a broad market index.

• The portfolios of investments list the TIAA-CREF underlying funds in which each fund had investments as of May 31, 2012.

• The financial statements provide detailed information about the operations and financial condition of each fund.

          The views and opinions expressed in this report are through the end of the period, as stated on the cover of this report. They are subject to change at any time based on a variety of factors. As such, they are not guarantees of future performance or investment results and should not be taken as investment advice. The risks of investing in the TIAA-CREF Funds vary from fund to fund; to see the risks of investing in an individual fund, please refer to that fund’s latest prospectus.

As always, you should carefully consider the investment objectives, risks, charges and expenses of any fund before investing. For a prospectus that contains this and other important information, please visit our website at tiaa-cref.org, or call 800 842-2252 for the Retirement, Institutional and Premier classes or 800 223-1200 for the Retail Class. We urge you to read the prospectus carefully before investing.

2 2012 Annual Report § TIAA-CREF Lifecycle Funds

Information for investors

Portfolio listings

The complete portfolios of investments for the TIAA-CREF Lifecycle Funds begin on page 36 of this report. You can also obtain complete lists of the holdings of the Lifecycle Funds and of the underlying funds in which the Lifecycle Funds invest (Schedules of Investments) as of the most recently completed fiscal quarter in the following ways:

• By visiting our website at tiaa-cref.org; or

• By calling us at 800 842-2252 to request a copy, which will be provided free of charge.

You can obtain a complete list of the Lifecycle Funds’ portfolio holdings as of the most recently completed fiscal quarter, and for prior quarter-ends, from our Securities and Exchange Commission (SEC) Form N-CSR and Form N-Q filings. Form N-CSR filings are as of May 31 or November 30; Form N-Q filings are as of February 28 or August 31. Copies of these forms are available:

• Through the Electronic Data Gathering and Retrieval System (EDGAR) on the SEC’s website at www.sec.gov; or

• From the SEC’s Office of Investor Education and Advocacy.
(Call 202 551-8090 for more information.)

Proxy voting

A description of our proxy voting policies and procedures for the underlying funds of the Lifecycle Funds can be found on our website at tiaa-cref.org or on the SEC’s website at www.sec.gov. You may also call us at 800 842-2252 to request a free copy. A report of how the Lifecycle Funds’ underlying funds voted during the most recently completed twelve-month period ended June 30 can be found on our website or on Form N-PX at www.sec.gov.

Contacting TIAA-CREF

There are three easy ways to contact us: by email, using the Contact Us link at the top of our home page; by mail at TIAA-CREF, 730 Third Avenue, New York, NY 10017-3206; or by phone at 800 842-2252.

Fund management

The Lifecycle Funds are managed by a portfolio management team of Teachers Advisors, Inc. The members of this team are responsible for the day-to-day investment management of the funds.

TIAA-CREF Lifecycle Funds § 2012 Annual Report 3

About the funds’ composite benchmarks

Each Lifecycle fund uses a composite benchmark that represents the general market sectors in which that fund invests. These may include U.S. equity (stocks), international equity (foreign stocks), fixed income, short-term fixed income and inflation-protected assets. A fund’s composite benchmark combines the following public indexes in proportions that reflect the fund’s target market sector allocations:

• The Russell 3000^® Index (U.S. equity) measures the performance of the stocks of the 3,000 largest publicly traded U.S. companies, based on market capitalization. The index measures the performance of about 98% of the total market capitalization of the publicly traded U.S. equity market.

• The MSCI EAFE+EM Index (international equity) measures the performance of the leading stocks in 22 developed countries outside North America—in Europe, Australasia and the Far East—and in 21 emerging markets in Europe, Asia, Africa, Latin America and the Middle East.

• The Barclays U.S. Aggregate Bond Index (fixed income) measures the performance of the domestic investment-grade, fixed-rate bond market, including government and corporate securities, agency mortgage pass-through securities, asset-backed securities and commercial mortgage-backed securities.

• The Barclays U.S. 1–5 Year Government/Credit Bond Index (short-term fixed income) measures the performance primarily of U.S. Treasury and agency securities and corporate bonds with 1–5 year maturities.

• The Barclays U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L) (inflation-protected assets) measures the performance of fixed-income securities with fixed-rate coupon payments that are adjusted for inflation, as measured by the Consumer Price Index for All Urban Consumers (CPI-U).

You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.

In March 2012, Barclays Capital changed its name to Barclays.

Russell 3000 is a trademark and service mark of Russell Investments. TIAA-CREF products are not promoted or sponsored by, or affiliated with, Russell Investments. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. This report is not approved, reviewed or produced by MSCI.

4 2012 Annual Report § TIAA-CREF Lifecycle Funds

Important information about expenses

All shareholders of the TIAA-CREF Funds incur ongoing costs, including management fees and other fund expenses. They may also incur transactional costs for redemptions or account maintenance fees.
          On pages 6 through 11, you will find expense examples for each share class of the funds. These expense examples are intended to help you understand your ongoing costs only (in U.S. dollars) and do not reflect transactional costs or the costs incurred by the funds for buying and selling securities. The examples are designed to help you compare these ongoing costs with the ongoing costs of investing in other mutual funds.
          The expenses shown do not include redemption fees or account maintenance fees, which may or may not be applicable, as described in the prospectus. If such fees were included, your total costs for investing in the funds would be higher. Note also that shareholders of the TIAA-CREF Funds do not incur a sales charge for purchases, reinvested dividends or other distributions.
          The examples are based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (December 1, 2011–May 31, 2012).

Actual expenses

The first line of the two lines listed for each fund in the tables uses the fund’s actual expenses and its actual rate of return. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the six-month 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 during the six-month period. All of the funds have a contractual fee reimbursement. Had these not been in effect, fund expenses would have been higher.

Hypothetical example for comparison purposes

The second line in each fund’s entry shows a hypothetical account value and hypothetical expenses based on the share class’s actual expense ratio for the six-month period and an assumed 5% per year rate of return before expenses. This was not the fund’s actual return.
          This hypothetical example cannot be used to estimate the actual expenses you paid for the period but rather allows you to compare the ongoing costs of investing in the fund with the costs of other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other mutual funds.

TIAA-CREF Lifecycle Funds § 2012 Annual Report 5

Important information about expenses

Expense examples
Six months ended May 31, 2012
Lifecycle Funds Retirement Class	Beginning account value (12/1/11)		Ending account value (5/31/12)		Expenses paid during period* (12/1/11–5/31/12)		Effective expenses paid during period† (12/1/11–5/31/12)
Retirement Income Fund actual return	$1,000.00		$1,036.57			$1.27		$3.26
5% annual hypothetical return		1,000.00		1,023.75		1.26		3.23
2010 Fund actual return	$1,000.00		$1,036.11			$1.27		$3.36
5% annual hypothetical return		1,000.00		1,023.75		1.26		3.34
2015 Fund actual return	$1,000.00		$1,035.94			$1.27		$3.41
5% annual hypothetical return		1,000.00		1,023.75		1.26		3.39
2020 Fund actual return	$1,000.00		$1,036.65			$1.27		$3.51
5% annual hypothetical return		1,000.00		1,023.75		1.26		3.49
2025 Fund actual return	$1,000.00		$1,036.23			$1.27		$3.56
5% annual hypothetical return		1,000.00		1,023.75		1.26		3.54
2030 Fund actual return	$1,000.00		$1,034.97			$1.27		$3.61
5% annual hypothetical return		1,000.00		1,023.75		1.26		3.59
2035 Fund actual return	$1,000.00		$1,033.81			$1.27		$3.71
5% annual hypothetical return		1,000.00		1,023.75		1.26		3.69
2040 Fund actual return	$1,000.00		$1,032.09			$1.27		$3.71
5% annual hypothetical return		1,000.00		1,023.75		1.26		3.69
2045 Fund actual return	$1,000.00		$1,031.74			$1.27		$3.71
5% annual hypothetical return		1,000.00		1,023.75		1.26		3.69
2050 Fund actual return	$1,000.00		$1,032.91			$1.27		$3.71
5% annual hypothetical return		1,000.00		1,023.75		1.26		3.69
2055 Fund actual return	$1,000.00		$1,033.89			$1.27		$3.76
5% annual hypothetical return		1,000.00		1,023.75		1.26		3.74

* The amounts in the “Expenses paid during period” column are based on each fund’s own expense ratio for the most recent fiscal half year, multiplied by the average account value over the six-month period, multiplied by 183/366. There were 183 days in the six months ended May 31, 2012. The expense charges of one or more of the fund’s share classes may at times reflect a waiver or reimbursement. Please see the prospectus for an explanation, including the date when this waiver or reimbursement is scheduled to end. Without any such waiver or reimbursement, the expenses of the affected share classes would be higher and their performance lower. The annualized expense ratio for the six-month period was 0.25% for the Retirement Class of the Lifecycle Funds.

6 2012 Annual Report § TIAA-CREF Lifecycle Funds

continued

† The amounts in the “Effective expenses paid during period” column are based on each fund’s total expense ratio for the most recent fiscal half year, which includes the fund’s own expense ratio plus its pro rata share of its underlying funds’ expenses (which the fund bears through its investment in the underlying funds). For the six-month period, the total annualized weighted average expense ratio was 0.64% for the Retirement Income Fund; 0.66% for the 2010 Fund; 0.67% for the 2015 Fund; 0.69% for the 2020 Fund; 0.70% for the 2025 Fund; 0.71% for the 2030 Fund; 0.73% for the 2035, 2040, 2045 and 2050 Funds; and 0.74% for the 2055 Fund.

TIAA-CREF Lifecycle Funds § 2012 Annual Report 7

Important information about expenses

Expense examples
Six months ended May 31, 2012
Lifecycle Funds Institutional Class	Beginning account value (12/1/11)		Ending account value (5/31/12)		Expenses paid during period* (12/1/11–5/31/12)		Effective expenses paid during period† (12/1/11–5/31/12)
Retirement Income Fund actual return	$1,000.00		$1,037.76			$0.00		$1.99
5% annual hypothetical return		1,000.00		1,025.00		0.00		1.97
2010 Fund actual return	$1,000.00		$1,036.96			$0.00		$2.09
5% annual hypothetical return		1,000.00		1,025.00		0.00		2.07
2015 Fund actual return	$1,000.00		$1,038.22			$0.00		$2.14
5% annual hypothetical return		1,000.00		1,025.00		0.00		2.12
2020 Fund actual return	$1,000.00		$1,037.39			$0.00		$2.24
5% annual hypothetical return		1,000.00		1,025.00		0.00		2.23
2025 Fund actual return	$1,000.00		$1,037.02			$0.00		$2.29
5% annual hypothetical return		1,000.00		1,025.00		0.00		2.28
2030 Fund actual return	$1,000.00		$1,035.88			$0.00		$2.34
5% annual hypothetical return		1,000.00		1,025.00		0.00		2.33
2035 Fund actual return	$1,000.00		$1,033.72			$0.00		$2.44
5% annual hypothetical return		1,000.00		1,025.00		0.00		2.43
2040 Fund actual return	$1,000.00		$1,034.56			$0.00		$2.44
5% annual hypothetical return		1,000.00		1,025.00		0.00		2.43
2045 Fund actual return	$1,000.00		$1,034.05			$0.00		$2.44
5% annual hypothetical return		1,000.00		1,025.00		0.00		2.43
2050 Fund actual return	$1,000.00		$1,033.85			$0.00		$2.44
5% annual hypothetical return		1,000.00		1,025.00		0.00		2.43
2055 Fund actual return	$1,000.00		$1,034.28			$0.00		$2.49
5% annual hypothetical return		1,000.00		1,025.00		0.00		2.48

* The amounts in the “Expenses paid during period” column are based on each fund’s own expense ratio for the most recent fiscal half year, multiplied by the average account value over the six-month period, multiplied by 183/366. There were 183 days in the six months ended May 31, 2012. The expense charges of one or more of the fund’s share classes may at times reflect a waiver or reimbursement. Please see the prospectus for an explanation, including the date when this waiver or reimbursement is scheduled to end. Without any such waiver or reimbursement, the expenses of the affected share classes would be higher and their performance lower. The annualized expense ratio for the six-month period was 0.00% for the Institutional Class of the Lifecycle Funds.

8 2012 Annual Report § TIAA-CREF Lifecycle Funds

continued

† The amounts in the “Effective expenses paid during period” column are based on each fund’s total expense ratio for the most recent fiscal half year, which includes the fund’s own expense ratio plus its pro rata share of its underlying funds’ expenses (which the fund bears through its investment in the underlying funds). For the six-month period, the total annualized weighted average expense ratio was 0.39% for the Retirement Income Fund; 0.41% for the 2010 Fund; 0.42% for the 2015 Fund; 0.44% for the 2020 Fund; 0.45% for the 2025 Fund; 0.46% for the 2030 Fund; 0.48% for the 2035, 2040, 2045 and 2050 Funds; and 0.49% for the 2055 Fund.

Expense example
Six months ended May 31, 2012
Lifecycle Funds Retail Class	Beginning account value (12/1/11)		Ending account value (5/31/12)		Expenses paid during period* (12/1/11–5/31/12)		Effective expenses paid during period† (12/1/11–5/31/12)
Retirement Income Fund actual return	$1,000.00		$1,036.15			$1.48		$3.46
5% annual hypothetical return		1,000.00		1,023.55		1.47		3.44

*

The amounts in the “Expenses paid during period” column are based on the fund’s own expense ratio for the most recent fiscal half year, multiplied by the average account value over the six-month period, multiplied by 183/366. There were 183 days in the six months ended May 31, 2012. The expense charges of this fund may at times reflect a waiver or reimbursement. Please see the prospectus for an explanation, including the date when this waiver or reimbursement is scheduled to end. Without any such waiver or reimbursement, the expenses of the fund would be higher and its performance lower. The annualized expense ratio for the six-month period was 0.29% for the Retail Class of the Retirement Income Fund.

†

The amounts in the “Effective expenses paid during period” column are based on the fund’s total expense ratio for the most recent fiscal half year, which includes the fund’s own expense ratio plus its pro rata share of its underlying funds’ expenses (which the fund bears through its investment in the underlying funds). For that period, the total annualized weighted average expense ratio was 0.68% for the Retail Class of the Retirement Income Fund.

TIAA-CREF Lifecycle Funds § 2012 Annual Report 9

Important information about expenses

Expense examples
Six months ended May 31, 2012
Lifecycle Funds Premier Class	Beginning account value (12/1/11)		Ending account value (5/31/12)		Expenses paid during period* (12/1/11–5/31/12)		Effective expenses paid during period† (12/1/11–5/31/12)
Retirement Income Fund actual return	$1,000.00		$1,035.92			$0.76		$2.75
5% annual hypothetical return		1,000.00		1,024.25		0.76		2.73
2010 Fund actual return	$1,000.00		$1,035.92			$0.76		$2.85
5% annual hypothetical return		1,000.00		1,024.25		0.76		2.83
2015 Fund actual return	$1,000.00		$1,037.32			$0.76		$2.90
5% annual hypothetical return		1,000.00		1,024.25		0.76		2.88
2020 Fund actual return	$1,000.00		$1,036.36			$0.76		$3.00
5% annual hypothetical return		1,000.00		1,024.25		0.76		2.98
2025 Fund actual return	$1,000.00		$1,036.03			$0.76		$3.05
5% annual hypothetical return		1,000.00		1,024.25		0.76		3.03
2030 Fund actual return	$1,000.00		$1,036.08			$0.76		$3.11
5% annual hypothetical return		1,000.00		1,024.25		0.76		3.08
2035 Fund actual return	$1,000.00		$1,033.88			$0.76		$3.20
5% annual hypothetical return		1,000.00		1,024.25		0.76		3.18
2040 Fund actual return	$1,000.00		$1,032.33			$0.76		$3.20
5% annual hypothetical return		1,000.00		1,024.25		0.76		3.18
2045 Fund actual return	$1,000.00		$1,033.19			$0.76		$3.20
5% annual hypothetical return		1,000.00		1,024.25		0.76		3.18
2050 Fund actual return	$1,000.00		$1,032.97			$0.76		$3.20
5% annual hypothetical return		1,000.00		1,024.25		0.76		3.18
2055 Fund actual return	$1,000.00		$1,033.40			$0.76		$3.25
5% annual hypothetical return		1,000.00		1,024.25		0.76		3.23

* The amounts in the “Expenses paid during period” column are based on each fund’s own expense ratio for the most recent fiscal half year, multiplied by the average account value over the six-month period, multiplied by 183/366. There were 183 days in the six months ended May 31, 2012. The expense charges of one or more of the fund’s share classes may at times reflect a waiver or reimbursement. Please see the prospectus for an explanation, including the date when this waiver or reimbursement is scheduled to end. Without any such waiver or reimbursement, the expenses of the affected share classes would be higher and their performance lower. The annualized expense ratio for the six-month period was 0.15% for the Premier Class of the Lifecycle Funds.

10 2012 Annual Report § TIAA-CREF Lifecycle Funds

concluded

† The amounts in the “Effective expenses paid during period” column are based on each fund’s total expense ratio for the most recent fiscal half year, which includes the fund’s own expense ratio plus its pro rata share of its underlying funds’ expenses (which the fund bears through its investment in the underlying funds). For the six-month period, the total annualized weighted average expense ratio was 0.54% for the Retirement Income Fund; 0.56% for the 2010 Fund; 0.57% for the 2015 Fund; 0.59% for the 2020 Fund; 0.60% for the 2025 Fund; 0.61% for the 2030 Fund; 0.63% for the 2035, 2040, 2045 and 2050 Funds; and 0.64% for the 2055 Fund.

TIAA-CREF Lifecycle Funds § 2012 Annual Report 11

Investment results of the Lifecycle Funds

Performance for the twelve months ended May 31, 2012

The eleven TIAA-CREF Lifecycle Funds underperformed their respective composite benchmarks in a volatile equity market. Returns for the Retirement Class varied from –7.03% for the 2045 Fund to 1.01% for the Retirement Income Fund.

With growth still slow, stocks decline

The nation’s gross domestic product, which measures the value of all goods and services produced in the United States, rose in the first quarter of 2012 by a year-over-year rate of 2.0%, adjusted for inflation. This modest increase reflected a rise in personal consumption and in purchases of private homes and apartment houses. However, growth was constrained by persistently high unemployment, as well as by reduced government spending at the federal, state and local levels.

          The Russell 3000^® Index, which measures the broad U.S. stock market, declined 1.87% for the twelve-month period. Foreign stocks—hampered by both Europe’s debt troubles and slower growth worldwide—posted double-digit losses. The MSCI EAFE (Europe, Australasia, Far East)+EM (Emerging Markets) Index, which measures stock performance in 22 developed nations outside North America and in 21 developing nations, fell 20.44% in dollar terms. A sizable portion of this drop resulted from a stronger dollar, which reduced the value of many foreign holdings for U.S. investors.

Investors seek safety in bonds

Against the backdrop of a weak recovery, the Federal Reserve maintained its target for the federal funds rate within a range of 0% to 0.25%. (The federal funds rate is the interest rate U.S. commercial banks charge one another for overnight loans.) The Barclays U.S. Aggregate Bond Index, which measures the performance of the broad domestic market for investment-grade, fixed-rate bonds, returned 7.12% for the period.

          U.S. Treasury securities jumped 9.1%, outperforming both the 8.4% gain of corporate bonds and the 5.0% return of U.S. mortgage-backed securities. Inflation-protected bonds, as measured by the Barclays U.S. Treasury Inflation Protected Securities Index (Series-L), posted a gain of 13.19%. Short-term bonds, as measured by the Barclays U.S. 1-5 Year Government/Credit Bond Index, returned 2.40%.

12 2012 Annual Report § TIAA-CREF Lifecycle Funds

Stock choices weigh on the funds’ returns

All eleven Lifecycle Funds were adversely affected by the declining global stock markets; ten funds posted losses for the twelve-month period. In general, individual Lifecycle Funds with larger allocations to bonds performed better during the period.

          The funds trailed their respective composite benchmarks because many of the underlying funds lagged the equity and bond market indexes used to calculate the composite benchmarks. The difference between the individual Lifecycle Funds’ returns and those of their respective composite benchmarks ranged from 0.92 of a percentage point for the Retirement Income Fund to 1.73 percentage points for the 2045 Fund. (All fund returns are for the Retirement Class.)

          The Lifecycle Funds may invest in up to five sectors of the investment markets: U.S. equity (stocks), international equity (foreign stocks), fixed income, short-term fixed income and inflation-protected assets. The Lifecycle Funds do this by investing in various underlying mutual funds that in turn buy stocks, bonds and other securities in these market sectors.

          How a Lifecycle fund’s holdings are distributed among market sectors and among underlying funds depends on how far that fund is from its target retirement date. Allocations are dynamic—they become more conservative over time (except for the allocations of the Lifecycle Retirement Income Fund, which are relatively stable). Each Lifecycle fund is rebalanced periodically to keep its allocations on target.

          For the period, the funds’ absolute returns were hurt by poor results from international and U.S. stocks owned by the underlying funds. Those losses were partly offset by solid returns from the inflation-protected assets and fixed-income sectors, as well as by gains from the short-term fixed income sector.

          How a Lifecycle fund performs in comparison with its composite benchmark depends primarily on the performance of its individual underlying funds in comparison with the performance of the public indexes used to represent the market sectors in the fund’s composite benchmark.

          For the period, the funds’ performance lagged that of their respective composite benchmarks because of a number of unfavorable security selections—primarily in the Large-Cap Value, International Equity and Bond funds.

          These negative effects, however, were partly offset by positive contributions to relative performance, chiefly from the Growth & Income and Enhanced Large-Cap Growth Index funds.

TIAA-CREF Lifecycle Funds § 2012 Annual Report 13

Lifecycle Retirement Income Fund

Performance as of May 31, 2012

			Total return			Average annual total return
Lifecycle Retirement Income Fund	Inception date		1 year			since fund inception
Retirement Class		11/30/2007		1.01	%		2.56	%
Institutional Class		11/30/2007		1.27			2.82
Retail Class		11/30/2007		1.03			2.69
Premier Class		9/30/2009		1.03			2.62	*
Retirement Income Fund Composite Index†		—		1.93			3.33	‡
Broad market index
Barclays U.S. Aggregate Bond Index		—		7.12			6.26	‡

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.

You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	The performance shown for the Premier Class that is prior to its inception date is based on the performance of the fund’s Retirement Class. The performance for this period has not been restated to reflect the lower expenses of the Premier Class. If these lower expenses had been reflected, the performance of the Premier Class shown for this period would have been higher.
†	As of the close of business on May 31, 2012, the Retirement Income Fund Composite Index consisted of: 40.0% Barclays U.S. Aggregate Bond Index; 30.0% Russell 3000® Index; 10.0% MSCI EAFE+EM Index; 10.0% Barclays U.S. 1–5 Year Government/Credit Bond Index; and 10.0% Barclays U.S. Treasury Inflation Protected Securities Index (Series-L). The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
‡	Performance is calculated from the inception date of the Retirement Class.

14 2012 Annual Report § TIAA-CREF Lifecycle Funds

Lifecycle Retirement Income Fund

$10,000 invested at fund’s inception

Retirement Class (inception November 30, 2007)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		28.5	%		30.0	%
International equity		10.8			10.0
Fixed income
Fixed income		40.2			40.0
Short-term fixed income		10.0			10.0
Inflation-protected assets		10.1			10.0
Other assets & liabilities, net		0.4			—
Total		100.0			100.0

Target allocation

For June 30, 2012

TIAA-CREF Lifecycle Funds § 2012 Annual Report 15

Lifecycle 2010 Fund

Performance as of May 31, 2012
			Total return			Average annual total return
Lifecycle 2010 Fund	Inception date		1 year			5 years			since fund inception
Retirement Class		10/15/2004		–0.40	%		1.84	%		4.54	%
Institutional Class		1/17/2007		–0.23			2.08			4.73	*
Premier Class		9/30/2009		–0.34			1.89	*		4.58	*
2010 Fund Composite Index†		—		0.67			2.23			4.92	‡
Broad market index
Barclays U.S. Aggregate Bond Index		—		7.12			6.72			5.51	‡

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.

You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	The performance shown for the Institutional and Premier classes that is prior to their respective inception dates is based on the performance of the fund’s Retirement Class. The performance for these periods has not been restated to reflect the lower expenses of the Institutional and Premier classes. If those lower expenses had been reflected, the performance of these two classes shown for these periods would have been higher.
†	As of the close of business on May 31, 2012, the 2010 Fund Composite Index consisted of: 38.4% Barclays U.S. Aggregate Bond Index; 36.0% Russell 3000® Index; 12.0% MSCI EAFE+EM Index; 6.8% Barclays U.S. 1–5 Year Government/Credit Bond Index; and 6.8% Barclays U.S. Treasury Inflation Protected Securities Index (Series-L). The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
‡	Performance is calculated from the inception date of the Retirement Class.

16 2012 Annual Report § TIAA-CREF Lifecycle Funds

Lifecycle 2010 Fund

$10,000 invested at fund’s inception

Retirement Class (inception October 15, 2004)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		34.4	%		36.0	%
International equity		12.9			12.0
Fixed income
Fixed income		38.7			38.4
Short-term fixed income		6.8			6.8
Inflation-protected assets		6.9			6.8
Other assets & liabilities, net		0.3			—
Total		100.0			100.0

Target allocation

For June 30, 2012

TIAA-CREF Lifecycle Funds § 2012 Annual Report 17

Lifecycle 2015 Fund

Performance as of May 31, 2012
			Total return			Average annual total return
Lifecycle 2015 Fund	Inception date		1 year			5 years			since fund inception
Retirement Class		10/15/2004		–1.55	%		1.13	%		4.43	%
Institutional Class		1/17/2007		–1.26			1.41			4.63	*
Premier Class		9/30/2009		–1.46			1.19	*		4.47	*
2015 Fund Composite Index†		—		–0.37			1.48			4.78	‡
Broad market index
Russell 3000® Index		—		-1.87			-0.75			4.79	‡

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.

You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	The performance shown for the Institutional and Premier classes that is prior to their respective inception dates is based on the performance of the fund’s Retirement Class. The performance for these periods has not been restated to reflect the lower expenses of the Institutional and Premier classes. If those lower expenses had been reflected, the performance of these two classes shown for these periods would have been higher.
†	As of the close of business on May 31, 2012, the 2015 Fund Composite Index consisted of: 41.2% Russell 3000 Index; 35.5% Barclays U.S. Aggregate Bond Index; 13.7% MSCI EAFE+EM Index; 4.8% Barclays U.S. 1–5 Year Government/Credit Bond Index; and 4.8% Barclays U.S. Treasury Inflation Protected Securities Index (Series-L). The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
‡	Performance is calculated from the inception date of the Retirement Class.

18 2012 Annual Report § TIAA-CREF Lifecycle Funds

Lifecycle 2015 Fund

$10,000 invested at fund’s inception

Retirement Class (inception October 15, 2004)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		39.4	%		41.1	%
International equity		14.8			13.7
Fixed income
Fixed income		35.8			35.6
Short-term fixed income		4.8			4.8
Inflation-protected assets		4.8			4.8
Other assets & liabilities, net		0.4			—
Total		100.0			100.0

Target allocation

For June 30, 2012

TIAA-CREF Lifecycle Funds § 2012 Annual Report 19

Lifecycle 2020 Fund

Performance as of May 31, 2012
			Total return			Average annual total return
Lifecycle 2020 Fund	Inception date		1 year			5 years			since fund inception
Retirement Class		10/15/2004		–2.85	%		0.31	%		4.14	%
Institutional Class		1/17/2007		–2.60			0.58			4.33	*
Premier Class		9/30/2009		–2.80			0.37	*		4.18	*
2020 Fund Composite Index†		—		–1.52			0.67			4.49	‡
Broad market index
Russell 3000® Index		—		–1.87			–0.75			4.79	‡

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.

You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.

*	The performance shown for the Institutional and Premier classes that is prior to their respective inception dates is based on the performance of the fund’s Retirement Class. The performance for these periods has not been restated to reflect the lower expenses of the Institutional and Premier classes. If those lower expenses had been reflected, the performance of these two classes shown for these periods would have been higher.
†	As of the close of business on May 31, 2012, the 2020 Fund Composite Index consisted of: 47.2% Russell 3000 Index; 31.5% Barclays U.S. Aggregate Bond Index; 15.7% MSCI EAFE+EM Index; 2.8% Barclays U.S. 1–5 Year Government/Credit Bond Index; and 2.8% Barclays U.S. Treasury Inflation Protected Securities Index (Series-L). The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
‡	Performance is calculated from the inception date of the Retirement Class.

20 2012 Annual Report § TIAA-CREF Lifecycle Funds

Lifecycle 2020 Fund

$10,000 invested at fund’s inception

Retirement Class (inception October 15, 2004)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		45.2	%		47.1	%
International equity		17.0			15.7
Fixed income
Fixed income		31.8			31.6
Short-term fixed income		2.8			2.8
Inflation-protected assets		2.8			2.8
Other assets & liabilities, net		0.4			—
Total		100.0			100.0

Target allocation

For June 30, 2012

TIAA-CREF Lifecycle Funds § 2012 Annual Report 21

Lifecycle 2025 Fund

Performance as of May 31, 2012

			Total return			Average annual total return
Lifecycle 2025 Fund	Inception date		1 year			5 years			since fund inception
Retirement Class		10/15/2004		–4.11	%		–0.47	%		3.87	%
Institutional Class		1/17/2007		–4.00			–0.24			4.04	*
Premier Class		9/30/2009		–4.01			–0.44	*		3.89	*
2025 Fund Composite Index†		—		–2.68			–0.13			4.21	‡
Broad market index
Russell 3000® Index		—		–1.87			–0.75			4.79	‡

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.

You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.

*	The performance shown for the Institutional and Premier classes that is prior to their respective inception dates is based on the performance of the fund’s Retirement Class. The performance for these periods has not been restated to reflect the lower expenses of the Institutional and Premier classes. If those lower expenses had been reflected, the performance of these two classes shown for these periods would have been higher.
†	As of the close of business on May 31, 2012, the 2025 Fund Composite Index consisted of: 53.2% Russell 3000 Index; 27.5% Barclays U.S. Aggregate Bond Index; 17.7% MSCI EAFE+EM Index; 0.8% Barclays U.S. Treasury Inflation Protected Securities Index (Series-L); and 0.8% Barclays U.S. 1–5 Year Government/Credit Bond Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
‡	Performance is calculated from the inception date of the Retirement Class.

22 2012 Annual Report § TIAA-CREF Lifecycle Funds

Lifecycle 2025 Fund

$10,000 invested at fund’s inception

Retirement Class (inception October 15, 2004)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		51.0	%		53.1	%
International equity		19.1			17.7
Fixed income
Fixed income		27.9			27.6
Short-term fixed income		0.7			0.8
Inflation-protected assets		0.8			0.8
Other assets & liabilities, net		0.5			–
Total		100.0			100.0

Target allocation

For June 30, 2012

TIAA-CREF Lifecycle Funds § 2012 Annual Report 23

Lifecycle 2030 Fund

Performance as of May 31, 2012
			Total return			Average annual total return
Lifecycle 2030 Fund	Inception date		1 year			5 years			since fund inception
Retirement Class		10/15/2004		–5.40	%		–1.32	%		3.50	%
Institutional Class		1/17/2007		–5.25			–1.09			3.68	*
Premier Class		9/30/2009		–5.26			–1.27	*		3.54	*
2030 Fund Composite Index†		—		–3.85			–0.94			3.92	‡
Broad market index
Russell 3000® Index		—		–1.87			–0.75			4.79	‡

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.

You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	The performance shown for the Institutional and Premier classes that is prior to their respective inception dates is based on the performance of the fund’s Retirement Class. The performance for these periods has not been restated to reflect the lower expenses of the Institutional and Premier classes. If those lower expenses had been reflected, the performance of these two classes shown for these periods would have been higher.
†	As of the close of business on May 31, 2012, the 2030 Fund Composite Index consisted of: 59.2% Russell 3000 Index; 21.1% Barclays U.S. Aggregate Bond Index; and 19.7% MSCI EAFE+EM Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
‡	Performance is calculated from the inception date of the Retirement Class.

24 2012 Annual Report § TIAA-CREF Lifecycle Funds

Lifecycle 2030 Fund

$10,000 invested at fund’s inception

Retirement Class (inception October 15, 2004)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		56.8	%		59.1	%
International equity		21.2			19.7
Fixed income		21.5			21.2
Other assets & liabilities, net		0.5			–
Total		100.0			100.0

Target allocation

For June 30, 2012

TIAA-CREF Lifecycle Funds § 2012 Annual Report 25

Lifecycle 2035 Fund

Performance as of May 31, 2012
			Total return			Average annual total return
Lifecycle 2035 Fund	Inception date		1 year			5 years			since fund inception
Retirement Class		10/15/2004		–6.68	%		–1.71	%		3.48	%
Institutional Class		1/17/2007		–6.55			–1.49			3.65	*
Premier Class		9/30/2009		–6.55			–1.65	*		3.52	*
2035 Fund Composite Index†		—		–5.02			–1.32			3.90	‡
Broad market index
Russell 3000® Index		—		–1.87			–0.75			4.79	‡

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.

You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	The performance shown for the Institutional and Premier classes that is prior to their respective inception dates is based on the performance of the fund’s Retirement Class. The performance for these periods has not been restated to reflect the lower expenses of the Institutional and Premier classes. If those lower expenses had been reflected, the performance of these two classes shown for these periods would have been higher.
†	As of the close of business on May 31, 2012, the 2035 Fund Composite Index consisted of: 65.2% Russell 3000 Index; 21.7% MSCI EAFE+EM Index; and 13.1% Barclays U.S. Aggregate Bond Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
‡	Performance is calculated from the inception date of the Retirement Class.

26 2012 Annual Report § TIAA-CREF Lifecycle Funds

Lifecycle 2035 Fund

$10,000 invested at fund’s inception

Retirement Class (inception October 15, 2004)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation							Target allocation For June 30, 2012
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		62.9	%		65.1	%
International equity		23.1			21.7
Fixed income		13.5			13.2
Other assets & liabilities, net		0.5			—
Total		100.0			100.0

TIAA-CREF Lifecycle Funds § 2012 Annual Report 27

Lifecycle 2040 Fund

Performance as of May 31, 2012

			Total return			Average annual total return
Lifecycle 2040 Fund	Inception date		1 year			5 years			since fund inception
Retirement Class		10/15/2004		–7.00	%		–1.73	%		3.72	%
Institutional Class		1/17/2007		–6.71			–1.48			3.91	*
Premier Class		9/30/2009		–6.92			–1.68	*		3.76	*
2040 Fund Composite Index†		—		–5.30			–1.35			4.09	‡
Broad market index
Russell 3000® Index		—		–1.87			–0.75			4.79	‡

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.

You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.

*	The performance shown for the Institutional and Premier classes that is prior to their respective inception dates is based on the performance of the fund’s Retirement Class. The performance for these periods has not been restated to reflect the lower expenses of the Institutional and Premier classes. If those lower expenses had been reflected, the performance of these two classes shown for these periods would have been higher.
†	As of the close of business on May 31, 2012, the 2040 Fund Composite Index consisted of: 67.5% Russell 3000 Index; 22.5% MSCI EAFE+EM Index; and 10.0% Barclays U.S. Aggregate Bond Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
‡	Performance is calculated from the inception date of the Retirement Class.

28 2012 Annual Report § TIAA-CREF Lifecycle Funds

Lifecycle 2040 Fund

$10,000 invested at fund’s inception

Retirement Class (inception October 15, 2004)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

							Target allocation
Asset allocation							For June 30, 2012
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		65.2	%		67.5	%
International equity		23.8			22.5
Fixed income		10.5			10.0
Other assets & liabilities, net		0.5			—
Total		100.0			100.0

TIAA-CREF Lifecycle Funds § 2012 Annual Report 29

Lifecycle 2045 Fund

Performance as of May 31, 2012

			Total return			Average annual total return
Lifecycle 2045 Fund	Inception date		1 year			since fund inception
Retirement Class		11/30/2007		–7.03	%		–2.38	%
Institutional Class		11/30/2007		–6.77			–2.13
Premier Class		9/30/2009		–6.87			–2.31	*
2045 Fund Composite Index†		—		–5.30			–1.21	‡
Broad market index
Russell 3000® Index		—		–1.87			–0.14	‡

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.
You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	The performance shown for the Premier Class that is prior to its inception date is based on the performance of the fund’s Retirement Class. The performance for this period has not been restated to reflect the lower expenses of the Premier Class. If these lower expenses had been reflected, the performance of the Premier Class shown for this period would have been higher.
†	As of the close of business on May 31, 2012, the 2045 Fund Composite Index consisted of: 67.5% Russell 3000 Index; 22.5% MSCI EAFE+EM Index; and 10.0% Barclays U.S. Aggregate Bond Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
‡	Performance is calculated from the inception date of the Retirement Class.

30 2012 Annual Report § TIAA-CREF Lifecycle Funds

Lifecycle 2045 Fund

$10,000 invested at fund’s inception

Retirement Class (inception November 30, 2007)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

							Target allocation
Asset allocation							For June 30, 2012
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		64.7	%		67.5	%
International equity		24.0			22.5
Fixed income		10.4			10.0
Other assets & liabilities, net		0.9			—
Total		100.0			100.0

TIAA-CREF Lifecycle Funds § 2012 Annual Report 31

Lifecycle 2050 Fund
Performance as of May 31, 2012
			Total return		Average annual total return
Lifecycle 2050 Fund	Inception date		1 year		since fund inception
Retirement Class		11/30/2007	–6.97	%		–2.42	%
Institutional Class		11/30/2007	–6.72			–2.16
Premier Class		9/30/2009	–6.93			–2.38	*
2050 Fund Composite Index†		—	–5.30			–1.21	‡
Broad market index
Russell 3000® Index		—	–1.87			–0.14	‡

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.
You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	The performance shown for the Premier Class that is prior to its inception date is based on the performance of the fund’s Retirement Class. The performance for this period has not been restated to reflect the lower expenses of the Premier Class. If these lower expenses had been reflected, the performance of the Premier Class shown for this period would have been higher.
†	As of the close of business on May 31, 2012, the 2050 Fund Composite Index consisted of: 67.5% Russell 3000 Index; 22.5% MSCI EAFE+EM Index; and 10.0% Barclays U.S. Aggregate Bond Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
‡	Performance is calculated from the inception date of the Retirement Class.

32 2012 Annual Report § TIAA-CREF Lifecycle Funds

Lifecycle 2050 Fund

$10,000 invested at fund’s inception

Retirement Class (inception November 30, 2007)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

							Target allocation
Asset allocation							For June 30, 2012
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity U.S. equity		64.8	%		67.5	%
International equity		24.0			22.5
Fixed income		10.4			10.0
Other assets & liabilities, net		0.8			–
Total		100.0			100.0

TIAA-CREF Lifecycle Funds § 2012 Annual Report 33

Lifecycle 2055 Fund

Performance as of May 31, 2012

			Total return			Average annual total return
Lifecycle 2055 Fund	Inception date		1 year			since fund inception
Retirement Class		4/29/2011		–6.79	%		–7.56	%
Institutional Class		4/29/2011		–6.55			–7.33
Premier Class		4/29/2011		–6.73			–7.50
2055 Fund Composite Index*		—		–5.30			–6.01	†
Broad market index
Russell 3000® Index		—		–1.87			–2.75	†

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.

You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.

*	As of the close of business on May 31, 2012, the 2055 Fund Composite Index consisted of: 67.5% Russell 3000 Index; 22.5% MSCI EAFE+EM Index; and 10.0% Barclays U.S. Aggregate Bond Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
†	Performance is calculated from the inception date of the Retirement Class.

34 2012 Annual Report § TIAA-CREF Lifecycle Funds

Lifecycle 2055 Fund

$10,000 invested at fund’s inception
Retirement Class (inception April 29, 2011)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		64.3	%		67.5	%
International equity		23.9			22.5
Fixed income		10.4			10.0
Other assets & liabilities, net		1.4			—
Total		100.0			100.0

Target allocation
For June 30, 2012

TIAA-CREF Lifecycle Funds § 2012 Annual Report 35

Portfolio of investments

Lifecycle Retirement Income Fund § May 31, 2012

Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	5,324,837	TIAA-CREF Bond Fund		$	56,869,254		39.2	%
	68,370	TIAA-CREF Bond Plus Fund			728,144		0.5
	73,810	TIAA-CREF High-Yield Fund			727,029		0.5
					58,324,427		40.2
INFLATION-PROTECTED ASSETS
	1,172,094	TIAA-CREF Inflation-Linked Bond Fund			14,662,899		10.1
					14,662,899		10.1
INTERNATIONAL EQUITY
	402,443	TIAA-CREF Emerging Markets Equity Fund			3,734,673		2.6
	880,330	TIAA-CREF Enhanced International Equity Index Fund			5,229,161		3.6
	154,103	TIAA-CREF Global Natural Resources Fund			1,413,126		1.0
	685,582	TIAA-CREF International Equity Fund			5,203,568		3.6
					15,580,528		10.8
SHORT-TERM FIXED INCOME
	1,396,003	TIAA-CREF Short-Term Bond Fund			14,532,392		10.0
					14,532,392		10.0
U.S. EQUITY
	844,199	TIAA-CREF Enhanced Large-Cap Growth Index Fund			7,775,068		5.3
	953,384	TIAA-CREF Enhanced Large-Cap Value Index Fund			7,493,597		5.1
	671,766	TIAA-CREF Growth & Income Fund			6,509,409		4.5
	706,539	TIAA-CREF Large-Cap Growth Fund			7,786,059		5.4
	586,863	TIAA-CREF Large-Cap Value Fund			7,494,247		5.2
	30,109	TIAA-CREF Mid-Cap Growth Fund			572,071		0.4
	33,123	TIAA-CREF Mid-Cap Value Fund			573,693		0.4
	231,348	TIAA-CREF Small-Cap Equity Fund			3,183,353		2.2
					41,387,497		28.5
		TOTAL TIAA-CREF FUNDS	(Cost $135,677,657)		144,487,743		99.6
		TOTAL PORTFOLIO	(Cost $135,677,657)		144,487,743		99.6
		OTHER ASSETS & LIABILITIES, NET			561,714		0.4
		NET ASSETS		$	145,049,457		100.0	%

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

36 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Portfolio of investments

Lifecycle 2010 Fund §  May 31, 2012

Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	26,141,804	TIAA-CREF Bond Fund		$	279,194,468		36.9	%
	648,154	TIAA-CREF Bond Plus Fund			6,902,838		0.9
	700,182	TIAA-CREF High-Yield Fund			6,896,796		0.9
					292,994,102		38.7
INFLATION-PROTECTED ASSETS
	4,144,442	TIAA-CREF Inflation-Linked Bond Fund			51,846,966		6.9
					51,846,966		6.9
INTERNATIONAL EQUITY
	2,529,241	TIAA-CREF Emerging Markets Equity Fund			23,471,356		3.1
	5,532,640	TIAA-CREF Enhanced International Equity Index Fund			32,863,879		4.3
	968,949	TIAA-CREF Global Natural Resources Fund			8,885,259		1.2
	4,312,939	TIAA-CREF International Equity Fund			32,735,204		4.3
					97,955,698		12.9
SHORT-TERM FIXED INCOME
	4,942,885	TIAA-CREF Short-Term Bond Fund			51,455,436		6.8
					51,455,436		6.8
U.S. EQUITY
	5,316,998	TIAA-CREF Enhanced Large-Cap Growth Index Fund			48,969,552		6.5
	6,006,917	TIAA-CREF Enhanced Large-Cap Value Index Fund			47,214,371		6.2
	4,230,889	TIAA-CREF Growth & Income Fund			40,997,311		5.4
	4,454,032	TIAA-CREF Large-Cap Growth Fund			49,083,428		6.5
	3,695,460	TIAA-CREF Large-Cap Value Fund			47,191,020		6.2
	189,889	TIAA-CREF Mid-Cap Growth Fund			3,607,899		0.5
	208,748	TIAA-CREF Mid-Cap Value Fund			3,615,514		0.5
	1,457,388	TIAA-CREF Small-Cap Equity Fund			20,053,659		2.6
					260,732,754		34.4
		TOTAL TIAA-CREF FUNDS	(Cost $725,663,758)		754,984,956		99.7
		TOTAL PORTFOLIO	(Cost $725,663,758)		754,984,956		99.7
		OTHER ASSETS & LIABILITIES, NET			2,369,608		0.3
		NET ASSETS		$	757,354,564		100.0	%

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 37

Portfolio of investments

Lifecycle 2015 Fund § May 31, 2012

Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	32,292,713	TIAA-CREF Bond Fund		$	344,886,177	32.6	%
	1,628,299	TIAA-CREF Bond Plus Fund			17,341,383	1.6
	1,754,729	TIAA-CREF High-Yield Fund			17,284,082	1.6
					379,511,642	35.8
INFLATION-PROTECTED ASSETS
	4,091,380	TIAA-CREF Inflation-Linked Bond Fund			51,183,166	4.8
					51,183,166	4.8
INTERNATIONAL EQUITY
	4,040,840	TIAA-CREF Emerging Markets Equity Fund			37,498,993	3.6
	8,840,490	TIAA-CREF Enhanced International Equity Index Fund			52,512,508	5.0
	1,548,680	TIAA-CREF Global Natural Resources Fund			14,201,395	1.3
	6,892,290	TIAA-CREF International Equity Fund			52,312,484	4.9
					156,525,380	14.8
SHORT-TERM FIXED INCOME
	4,869,972	TIAA-CREF Short-Term Bond Fund			50,696,413	4.8
					50,696,413	4.8
U.S. EQUITY
	8,500,230	TIAA-CREF Enhanced Large-Cap Growth Index Fund			78,287,115	7.4
	9,604,783	TIAA-CREF Enhanced Large-Cap Value Index Fund			75,493,597	7.1
	6,764,522	TIAA-CREF Growth & Income Fund			65,548,214	6.2
	7,121,042	TIAA-CREF Large-Cap Growth Fund			78,473,880	7.4
	5,908,853	TIAA-CREF Large-Cap Value Fund			75,456,052	7.1
	303,753	TIAA-CREF Mid-Cap Growth Fund			5,771,298	0.6
	333,903	TIAA-CREF Mid-Cap Value Fund			5,783,200	0.6
	2,330,360	TIAA-CREF Small-Cap Equity Fund			32,065,748	3.0
					416,879,104	39.4
		TOTAL TIAA-CREF FUNDS	(Cost $1,028,655,422)		1,054,795,705	99.6
		TOTAL PORTFOLIO	(Cost $1,028,655,422)		1,054,795,705	99.6
		OTHER ASSETS & LIABILITIES, NET			3,951,403	0.4
		NET ASSETS		$	1,058,747,108	100.0	%

(a)
The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

38 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Portfolio of investments

Lifecycle 2020 Fund § May 31, 2012

Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	32,133,062	TIAA-CREF Bond Fund		$	343,181,098	25.9	%
	4,075,656	TIAA-CREF Bond Plus Fund			43,405,732	3.3
	3,553,349	TIAA-CREF High-Yield Fund			35,000,486	2.6
					421,587,316	31.8
INFLATION-PROTECTED ASSETS
	2,963,825	TIAA-CREF Inflation-Linked Bond Fund			37,077,450	2.8
					37,077,450	2.8
INTERNATIONAL EQUITY
	5,785,098	TIAA-CREF Emerging Markets Equity Fund			53,685,711	4.1
	12,658,888	TIAA-CREF Enhanced International Equity Index Fund			75,193,792	5.7
	2,216,744	TIAA-CREF Global Natural Resources Fund			20,327,542	1.5
	9,864,120	TIAA-CREF International Equity Fund			74,868,673	5.7
					224,075,718	17.0
SHORT-TERM FIXED INCOME
	3,533,569	TIAA-CREF Short-Term Bond Fund			36,784,449	2.8
					36,784,449	2.8
U.S. EQUITY
	12,176,439	TIAA-CREF Enhanced Large-Cap Growth Index Fund			112,145,006	8.5
	13,754,579	TIAA-CREF Enhanced Large-Cap Value Index Fund			108,110,989	8.2
	9,690,183	TIAA-CREF Growth & Income Fund			93,897,878	7.1
	10,196,967	TIAA-CREF Large-Cap Growth Fund			112,370,580	8.5
	8,463,503	TIAA-CREF Large-Cap Value Fund			108,078,934	8.2
	434,785	TIAA-CREF Mid-Cap Growth Fund			8,260,924	0.6
	477,933	TIAA-CREF Mid-Cap Value Fund			8,277,794	0.6
	3,337,919	TIAA-CREF Small-Cap Equity Fund			45,929,770	3.5
					597,071,875	45.2
		TOTAL TIAA-CREF FUNDS	(Cost $1,282,362,899)		1,316,596,808	99.6
		TOTAL PORTFOLIO	(Cost $1,282,362,899)		1,316,596,808	99.6
		OTHER ASSETS & LIABILITIES, NET			5,468,388	0.4
		NET ASSETS		$	1,322,065,196	100.0	%

(a)
The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 39

Portfolio of investments

Lifecycle 2025 Fund § May 31, 2012

Shares		Company			Value	% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	22,174,698	TIAA-CREF Bond Fund		$	236,825,777	18.9	%
	6,259,075	TIAA-CREF Bond Plus Fund			66,659,149	5.3
	4,662,783	TIAA-CREF High-Yield Fund			45,928,409	3.7
					349,413,335	27.9
INFLATION-PROTECTED ASSETS
	770,949	TIAA-CREF Inflation-Linked Bond Fund			9,644,575	0.8
					9,644,575	0.8
INTERNATIONAL EQUITY
	6,162,906	TIAA-CREF Emerging Markets Equity Fund			57,191,768	4.6
	13,495,059	TIAA-CREF Enhanced International Equity Index Fund			80,160,649	6.4
	2,362,992	TIAA-CREF Global Natural Resources Fund			21,668,637	1.7
	10,513,039	TIAA-CREF International Equity Fund			79,793,965	6.4
					238,815,019	19.1
SHORT-TERM FIXED INCOME
	918,635	TIAA-CREF Short-Term Bond Fund			9,562,992	0.7
					9,562,992	0.7
U.S. EQUITY
	12,992,317	TIAA-CREF Enhanced Large-Cap Growth Index Fund			119,659,241	9.6
	14,677,603	TIAA-CREF Enhanced Large-Cap Value Index Fund			115,365,956	9.2
	10,339,599	TIAA-CREF Growth & Income Fund			100,190,717	8.0
	10,882,756	TIAA-CREF Large-Cap Growth Fund			119,927,974	9.6
	9,030,033	TIAA-CREF Large-Cap Value Fund			115,313,518	9.2
	463,930	TIAA-CREF Mid-Cap Growth Fund			8,814,665	0.7
	509,882	TIAA-CREF Mid-Cap Value Fund			8,831,154	0.7
	3,561,904	TIAA-CREF Small-Cap Equity Fund			49,011,795	4.0
					637,115,020	51.0
		TOTAL TIAA-CREF FUNDS	(Cost $1,213,969,866)		1,244,550,941	99.5
		TOTAL PORTFOLIO	(Cost $1,213,969,866)		1,244,550,941	99.5
		OTHER ASSETS & LIABILITIES, NET			5,723,445	0.5
		NET ASSETS		$	1,250,274,386	100.0	%

(a)
The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

40 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Portfolio of investments

Lifecycle 2030 Fund § May 31, 2012

Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	12,529,404	TIAA-CREF Bond Fund		$	133,814,039	11.3	%
	6,842,696	TIAA-CREF Bond Plus Fund			72,874,717	6.1
	4,923,931	TIAA-CREF High-Yield Fund			48,500,716	4.1
					255,189,472	21.5
INTERNATIONAL EQUITY
	6,484,910	TIAA-CREF Emerging Markets Equity Fund			60,179,964	5.1
	14,202,443	TIAA-CREF Enhanced International Equity Index Fund			84,362,509	7.1
	2,489,514	TIAA-CREF Global Natural Resources Fund			22,828,845	1.9
	11,067,936	TIAA-CREF International Equity Fund			84,005,634	7.1
					251,376,952	21.2
U.S. EQUITY
	13,754,380	TIAA-CREF Enhanced Large-Cap Growth Index Fund			126,677,835	10.7
	15,540,911	TIAA-CREF Enhanced Large-Cap Value Index Fund			122,151,561	10.3
	10,947,816	TIAA-CREF Growth & Income Fund			106,084,339	8.9
	11,521,249	TIAA-CREF Large-Cap Growth Fund			126,964,163	10.7
	9,558,437	TIAA-CREF Large-Cap Value Fund			122,061,236	10.3
	494,032	TIAA-CREF Mid-Cap Growth Fund			9,386,608	0.8
	540,015	TIAA-CREF Mid-Cap Value Fund			9,353,064	0.8
	3,771,075	TIAA-CREF Small-Cap Equity Fund			51,889,989	4.3
					674,568,795	56.8
		TOTAL TIAA-CREF FUNDS	(Cost $1,146,933,230)		1,181,135,219	99.5
		TOTAL PORTFOLIO	(Cost $1,146,933,230)		1,181,135,219	99.5
		OTHER ASSETS & LIABILITIES, NET			5,607,101	0.5
		NET ASSETS		$	1,186,742,320	100.0	%

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 41

Portfolio of investments

Lifecycle 2035 Fund § May 31, 2012

Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	3,437,013	TIAA-CREF Bond Fund		$	36,707,298	3.1	%
	6,927,528	TIAA-CREF Bond Plus Fund			73,778,169	6.2
	4,990,631	TIAA-CREF High-Yield Fund			49,157,713	4.2
					159,643,180	13.5
INTERNATIONAL EQUITY
	7,010,447	TIAA-CREF Emerging Markets Equity Fund			65,056,951	5.6
	15,368,664	TIAA-CREF Enhanced International Equity Index Fund			91,289,861	7.7
	2,700,265	TIAA-CREF Global Natural Resources Fund			24,761,431	2.1
	11,976,398	TIAA-CREF International Equity Fund			90,900,863	7.7
					272,009,106	23.1
U.S. EQUITY
	15,143,306	TIAA-CREF Enhanced Large-Cap Growth Index Fund			139,469,850	11.8
	17,129,932	TIAA-CREF Enhanced Large-Cap Value Index Fund			134,641,265	11.4
	12,064,095	TIAA-CREF Growth & Income Fund			116,901,079	9.9
	12,691,358	TIAA-CREF Large-Cap Growth Fund			139,858,771	11.8
	10,517,653	TIAA-CREF Large-Cap Value Fund			134,310,425	11.4
	545,020	TIAA-CREF Mid-Cap Growth Fund			10,355,386	0.9
	595,079	TIAA-CREF Mid-Cap Value Fund			10,306,761	0.9
	4,156,420	TIAA-CREF Small-Cap Equity Fund			57,192,343	4.8
					743,035,880	62.9
		TOTAL TIAA-CREF FUNDS	(Cost $1,135,112,231)		1,174,688,166	99.5
		TOTAL PORTFOLIO	(Cost $1,135,112,231)		1,174,688,166	99.5
		OTHER ASSETS & LIABILITIES, NET			5,996,206	0.5
		NET ASSETS		$	1,180,684,372	100.0	%

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

42 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Portfolio of investments

Lifecycle 2040 Fund § May 31, 2012

Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	9,732,985	TIAA-CREF Bond Plus Fund		$	103,656,294	6.3	%
	6,957,985	TIAA-CREF High-Yield Fund			68,536,149	4.2
					172,192,443	10.5
INTERNATIONAL EQUITY
	10,088,478	TIAA-CREF Emerging Markets Equity Fund			93,621,076	5.7
	22,121,098	TIAA-CREF Enhanced International Equity Index Fund			131,399,319	8.0
	3,888,302	TIAA-CREF Global Natural Resources Fund			35,655,732	2.2
	17,232,252	TIAA-CREF International Equity Fund			130,792,792	7.9
					391,468,919	23.8
U.S. EQUITY
	21,888,774	TIAA-CREF Enhanced Large-Cap Growth Index Fund			201,595,613	12.2
	24,746,604	TIAA-CREF Enhanced Large-Cap Value Index Fund			194,508,310	11.8
	17,437,536	TIAA-CREF Growth & Income Fund			168,969,723	10.3
	18,330,760	TIAA-CREF Large-Cap Growth Fund			202,004,978	12.3
	15,200,290	TIAA-CREF Large-Cap Value Fund			194,107,703	11.8
	785,903	TIAA-CREF Mid-Cap Growth Fund			14,932,163	0.9
	858,911	TIAA-CREF Mid-Cap Value Fund			14,876,347	0.9
	6,005,770	TIAA-CREF Small-Cap Equity Fund			82,639,391	5.0
					1,073,634,228	65.2
		TOTAL TIAA-CREF FUNDS	(Cost $1,571,822,930)		1,637,295,590	99.5
		TOTAL PORTFOLIO	(Cost $1,571,822,930)		1,637,295,590	99.5
		OTHER ASSETS & LIABILITIES, NET			7,925,136	0.5
		NET ASSETS		$	1,645,220,726	100.0	%

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 43

Portfolio of investments

Lifecycle 2045 Fund § May 31, 2012

Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	1,816,655	TIAA-CREF Bond Plus Fund		$	19,347,379	6.2	%
	1,308,322	TIAA-CREF High-Yield Fund			12,886,971	4.2
					32,234,350	10.4
INTERNATIONAL EQUITY
	1,914,319	TIAA-CREF Emerging Markets Equity Fund			17,764,880	5.7
	4,192,213	TIAA-CREF Enhanced International Equity Index Fund			24,901,748	8.1
	734,259	TIAA-CREF Global Natural Resources Fund			6,733,156	2.2
	3,262,157	TIAA-CREF International Equity Fund			24,759,773	8.0
					74,159,557	24.0
U.S. EQUITY
	4,081,826	TIAA-CREF Enhanced Large-Cap Growth Index Fund			37,593,619	12.1
	4,610,498	TIAA-CREF Enhanced Large-Cap Value Index Fund			36,238,511	11.7
	3,249,663	TIAA-CREF Growth & Income Fund			31,489,233	10.2
	3,416,213	TIAA-CREF Large-Cap Growth Fund			37,646,669	12.2
	2,833,212	TIAA-CREF Large-Cap Value Fund			36,180,114	11.7
	146,803	TIAA-CREF Mid-Cap Growth Fund			2,789,254	0.9
	160,261	TIAA-CREF Mid-Cap Value Fund			2,775,716	0.9
	1,119,015	TIAA-CREF Small-Cap Equity Fund			15,397,651	5.0
					200,110,767	64.7
		TOTAL TIAA-CREF FUNDS	(Cost $298,072,713)		306,504,674	99.1
		TOTAL PORTFOLIO	(Cost $298,072,713)		306,504,674	99.1
		OTHER ASSETS & LIABILITIES, NET			2,795,190	0.9
		NET ASSETS		$	309,299,864	100.0	%

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

44 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Portfolio of investments

Lifecycle 2050 Fund § May 31, 2012

Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	972,411	TIAA-CREF Bond Plus Fund		$	10,356,181	6.2	%
	699,258	TIAA-CREF High-Yield Fund			6,887,687	4.2
					17,243,868	10.4
INTERNATIONAL EQUITY
	1,029,612	TIAA-CREF Emerging Markets Equity Fund			9,554,803	5.7
	2,253,931	TIAA-CREF Enhanced International Equity Index Fund			13,388,348	8.1
	394,802	TIAA-CREF Global Natural Resources Fund			3,620,332	2.2
	1,752,213	TIAA-CREF International Equity Fund			13,299,296	8.0
					39,862,779	24.0
U.S. EQUITY
	2,195,404	TIAA-CREF Enhanced Large-Cap Growth Index Fund			20,219,671	12.2
	2,479,779	TIAA-CREF Enhanced Large-Cap Value Index Fund			19,491,061	11.7
	1,748,296	TIAA-CREF Growth & Income Fund			16,940,989	10.2
	1,836,060	TIAA-CREF Large-Cap Growth Fund			20,233,379	12.2
	1,524,177	TIAA-CREF Large-Cap Value Fund			19,463,740	11.7
	78,591	TIAA-CREF Mid-Cap Growth Fund			1,493,224	0.9
	86,049	TIAA-CREF Mid-Cap Value Fund			1,490,362	0.9
	602,186	TIAA-CREF Small-Cap Equity Fund			8,286,079	5.0
					107,618,505	64.8
		TOTAL TIAA-CREF FUNDS	(Cost $161,102,378)		164,725,152	99.2
		TOTAL PORTFOLIO	(Cost $161,102,378)		164,725,152	99.2
		OTHER ASSETS & LIABILITIES, NET			1,419,688	0.8
		NET ASSETS		$	166,144,840	100.0	%

(a)
The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 45

Portfolio of investments

Lifecycle 2055 Fund § May 31, 2012

	Shares	Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	82,639	TIAA-CREF Bond Plus Fund		$	880,104	6.2	%
	59,395	TIAA-CREF High-Yield Fund			585,040	4.2
					1,465,144	10.4
INTERNATIONAL EQUITY
	87,346	TIAA-CREF Emerging Markets Equity Fund			810,569	5.7
	191,020	TIAA-CREF Enhanced International Equity Index Fund			1,134,661	8.0
	33,448	TIAA-CREF Global Natural Resources Fund			306,720	2.2
	148,595	TIAA-CREF International Equity Fund			1,127,833	8.0
					3,379,783	23.9
U.S. EQUITY
	185,318	TIAA-CREF Enhanced Large-Cap Growth Index Fund			1,706,775	12.1
	209,409	TIAA-CREF Enhanced Large-Cap Value Index Fund			1,645,954	11.6
	147,620	TIAA-CREF Growth & Income Fund			1,430,440	10.1
	154,979	TIAA-CREF Large-Cap Growth Fund			1,707,871	12.1
	128,721	TIAA-CREF Large-Cap Value Fund			1,643,767	11.6
	6,633	TIAA-CREF Mid-Cap Growth Fund			126,029	0.9
	7,264	TIAA-CREF Mid-Cap Value Fund			125,809	0.9
	50,868	TIAA-CREF Small-Cap Equity Fund			699,950	5.0
					9,086,595	64.3
		TOTAL TIAA-CREF FUNDS	(Cost $14,935,552)		13,931,522	98.6
		TOTAL PORTFOLIO	(Cost $14,935,552)		13,931,522	98.6
		OTHER ASSETS & LIABILITIES, NET			200,351	1.4
		NET ASSETS		$	14,131,873	100.0	%

(a)
The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

46 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

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TIAA-CREF Lifecycle Funds § 2012 Annual Report 47

Statements of assets and liabilities

TIAA-CREF Lifecycle Funds § May 31, 2012

	Lifecycle Retirement Income Fund			Lifecycle 2010 Fund			Lifecycle 2015 Fund		Lifecycle 2020 Fund		Lifecycle 2025 Fund		Lifecycle 2030 Fund
ASSETS
Affiliated investments, at value*	$	144,487,743		$	754,984,956		$	1,054,795,705	$	1,316,596,808	$	1,244,550,941	$	1,181,135,219
Cash		940,438			838,159			1,274,620		1,068,366		1,723,867		1,390,649
Receivable from securities transactions		1,061,402			8,703,837			12,418,511		15,159,597		12,794,020		8,740,741
Receivable from Fund shares sold		510,228			1,424,601			1,757,360		3,371,930		3,312,780		3,278,263
Dividends and interest receivable		156,348			773,178			1,007,620		1,149,250		987,545		767,615
Due from affiliates		2,116			7,631			10,803		13,545		12,932		12,440
Other		1,617			12,210			15,268		17,550		16,497		15,769
Total assets		147,159,892			766,744,572			1,071,279,887		1,337,377,046		1,263,398,582		1,195,340,696
LIABILITIES
Management fees payable		1,182			6,217			8,699		10,862		10,275		9,767
Service agreement fees payable		1,462			8,899			11,861		14,694		13,729		12,402
Distribution fees payable		12,215			12,310			19,238		23,868		22,722		22,658
Due to affiliates		953			5,687			7,705		9,426		8,796		8,455
Payable for securities transactions		1,889,652			8,105,087			10,865,761		12,737,597		10,815,770		6,115,491
Payable for Fund shares redeemed		187,449			1,197,836			1,542,046		2,416,383		2,158,593		2,339,533
Accrued expenses and other payables		17,522			53,972			77,469		99,020		94,311		90,070
Total liabilities		2,110,435			9,390,008			12,532,779		15,311,850		13,124,196		8,598,376
NET ASSETS	$	145,049,457		$	757,354,564		$	1,058,747,108	$	1,322,065,196	$	1,250,274,386	$	1,186,742,320
NET ASSETS CONSIST OF:
Paid-in-capital	$	138,006,616		$	739,794,403		$	1,024,158,030	$	1,274,519,368	$	1,205,134,909	$	1,139,735,660
Undistributed net investment income (loss)		260,381			6,365,017			5,784,997		6,604,469		5,621,734		3,966,810
Accumulated net realized gain (loss) on total investments		(2,027,626	)		(18,126,054	)		2,663,798		6,707,450		8,936,668		8,837,861
Net unrealized appreciation (depreciation) on total investments		8,810,086			29,321,198			26,140,283		34,233,909		30,581,075		34,201,989
NET ASSETS	$	145,049,457		$	757,354,564		$	1,058,747,108	$	1,322,065,196	$	1,250,274,386	$	1,186,742,320
RETIREMENT CLASS:
Net assets	$	72,108,947		$	432,315,103		$	575,516,549	$	711,357,571	$	665,019,961	$	599,240,436
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		7,300,822			38,387,406			52,403,390		65,633,836		62,525,346		57,392,255
Net asset value per share		$9.88			$11.26			$10.98		$10.84		$10.64		$10.44
INSTITUTIONAL CLASS:
Net assets	$	32,323,146		$	226,847,567		$	331,069,357	$	419,753,338	$	403,395,719	$	407,472,797
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		3,266,586			22,811,588			34,713,470		45,399,448		44,802,996		46,655,137
Net asset value per share		$9.90			$9.94			$9.54		$9.25		$9.00		$8.73
RETAIL CLASS:
Net assets	$	31,295,775		$	—		$	—	$	—	$	—	$	—
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		3,165,880			—			—		—		—		—
Net asset value per share		$9.89			—			—		—		—		—
PREMIER CLASS:
Net assets	$	9,321,589		$	98,191,894		$	152,161,202	$	190,954,287	$	181,858,706	$	180,029,087
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		942,380			9,894,296			16,004,965		20,687,176		20,256,994		20,678,295
Net asset value per share		$9.89			$9.92			$9.51		$9.23		$8.98		$8.71
* Affiliated investments, cost	$	135,677,657		$	725,663,758		$	1,028,655,422	$	1,282,362,899	$	1,213,969,866	$	1,146,933,230

48     2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements  See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report     49

Statements of assets and liabilities	concluded
TIAA-CREF Lifecycle Funds § May 31, 2012

	Lifecycle 2035 Fund		Lifecycle 2040 Fund		Lifecycle 2045 Fund		Lifecycle 2050 Fund			Lifecycle 2055 Fund
ASSETS
Affiliated investments, at value*	$	1,174,688,166	$	1,637,295,590	$	306,504,674	$	164,725,152		$	13,931,522
Cash		1,607,168		1,707,128		733,728		358,488			27,539
Receivable from securities transactions		3,464,532		4,011,749		570,996		396,000			24,263
Receivable from Fund shares sold		3,603,001		4,563,184		1,786,217		865,611			191,449
Dividends and interest receivable		547,087		655,663		120,605		64,956			5,473
Due from affiliates		12,562		17,366		3,855		2,403			804
Other		15,607		22,901		2,482		1,276			78
Total assets		1,183,938,123		1,648,273,581		309,722,557		166,413,886			14,181,128
LIABILITIES
Management fees payable		9,718		13,556		2,532		1,362			115
Service agreement fees payable		12,294		17,751		3,204		1,758			218
Distribution fees payable		22,951		32,888		4,782		2,548			167
Due to affiliates		8,363		11,953		1,897		982			—
Payable for securities transactions		1,094,532		239,999		33,989		—			42,262
Payable for Fund shares redeemed		2,014,233		2,614,195		344,167		242,363			—
Accrued expenses and other payables		91,660		122,513		32,122		20,033			6,493
Total liabilities		3,253,751		3,052,855		422,693		269,046			49,255
NET ASSETS	$	1,180,684,372	$	1,645,220,726	$	309,299,864	$	166,144,840		$	14,131,873
NET ASSETS CONSIST OF:
Paid-in-capital	$	1,127,210,768	$	1,562,330,984	$	299,783,527	$	162,772,016		$	15,246,065
Undistributed net investment income (loss)		2,405,290		3,023,219		477,072		263,962			18,321
Accumulated net realized gain (loss) on total investments		11,492,379		14,393,863		607,304		(513,912	)		(128,483	)
Net unrealized appreciation (depreciation) on total investments		39,575,935		65,472,660		8,431,961		3,622,774			(1,004,030	)
NET ASSETS	$	1,180,684,372	$	1,645,220,726	$	309,299,864	$	166,144,840		$	14,131,873
RETIREMENT CLASS:
Net assets	$	594,181,036	$	857,435,066	$	155,416,599	$	85,177,802		$	10,725,413
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		57,041,331		81,095,589		19,183,205		10,556,230			1,193,671
Net asset value per share		$10.42		$10.57		$8.10		$8.07			$8.99
INSTITUTIONAL CLASS:
Net assets	$	406,000,892	$	526,001,147	$	115,021,134	$	59,624,010		$	2,071,897
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		47,131,201		60,814,758		14,127,139		7,353,665			230,321
Net asset value per share		$8.61		$8.65		$8.14		$8.11			$9.00
PREMIER CLASS:
Net assets	$	180,502,444	$	261,784,513	$	38,862,131	$	21,343,028		$	1,334,563
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		20,989,529		30,325,185		4,784,505		2,636,818			148,469
Net asset value per share		$8.60		$8.63		$8.12		$8.09			$8.99
* Affiliated investments, cost	$	1,135,112,231	$	1,571,822,930	$	298,072,713	$	161,102,378		$	14,935,552

50     2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements  See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report     51

Statements of operations

TIAA-CREF Lifecycle Funds § For the year ended May 31, 2012

	Lifecycle Retirement Income Fund			Lifecycle 2010 Fund			Lifecycle 2015 Fund			Lifecycle 2020 Fund			Lifecycle 2025 Fund			Lifecycle 2030 Fund
INVESTMENT INCOME
Dividends from affiliated investments	$	3,746,417		$	20,223,141		$	26,991,820		$	32,134,309		$	29,342,900		$	26,674,369
Total income		3,746,417			20,223,141			26,991,820			32,134,309			29,342,900			26,674,369
EXPENSES
Management fees		124,953			688,228			938,838			1,148,632			1,084,784			1,038,197
Distribution fees — Retirement Class		30,771			220,045			290,245			353,420			332,389			308,026
Distribution fees — Retail		59,667			—			—			—			—			—
Distribution fees — Premier Class		12,024			113,377			165,752			209,470			201,905			203,789
Fund administration fees		8,058			43,299			59,323			72,828			68,647			65,759
Custody and accounting fees		14,644			11,422			11,422			11,422			11,418			11,385
Audit fees		20,736			20,731			20,910			20,972			20,976			20,907
Legal fees		1,797			10,121			13,816			16,895			16,010			15,462
Shareholder reports		24,540			41,910			55,168			73,139			71,419			69,628
Shareholder servicing — Retirement Class		154,268			1,101,230			1,452,461			1,768,494			1,663,259			1,541,407
Shareholder servicing — Institutional Class		260			589			679			733			694			646
Shareholder servicing — Retail Class		11,791			—			—			—			—			—
Shareholder servicing — Premier Class		203			273			304			339			362			335
Trustee fees and expenses		1,260			6,925			9,434			11,527			10,869			10,402
Compliance fees		3,648			19,896			27,242			33,425			31,519			30,189
Interest expense		331			720			945			994			758			534
Registration fees		62,365			62,706			67,363			67,622			69,394			67,905
Other expenses		13,874			26,887			39,457			52,249			51,375			48,628
Total expenses		545,190			2,368,359			3,153,359			3,842,161			3,635,778			3,433,199
Less: Expenses reimbursed by the investment adviser		(153,282	)		(245,749	)		(306,722	)		(363,054	)		(354,368	)		(342,787	)
Fee waiver by investment adviser and TPIS		(155,724	)		(908,273	)		(1,229,083	)		(1,502,052	)		(1,417,174	)		(1,346,224	)
Net expenses		236,184			1,214,337			1,617,554			1,977,055			1,864,236			1,744,188
Net investment income (loss)		3,510,233			19,008,804			25,374,266			30,157,254			27,478,664			24,930,181
NET REALIZED AND UNREALIZED GAIN (LOSS) ON TOTAL INVESTMENTS:
Realized gain (loss) from sale of affiliated investments		(541,678	)		6,697,105			18,273,037			16,032,482			12,330,351			10,441,702
Realized gain distributions from affiliated investments		1,300,830			7,597,509			10,733,029			13,482,885			12,933,881			12,632,760
Realized gain (loss) from sale of unaffiliated investments		(4,745	)		—			—			—			—			—
Net realized gain (loss) from investments		754,407			14,294,614			29,006,066			29,515,367			25,264,232			23,074,462
Net change in unrealized appreciation (depreciation) from affiliated investments		(2,910,287	)		(33,698,447	)		(64,483,150	)		(85,724,495	)		(92,201,087	)		(98,850,006	)
Net realized and unrealized gain (loss) from investments		(2,155,880	)		(19,403,833	)		(35,477,084	)		(56,209,128	)		(66,936,855	)		(75,775,544	)
Net increase (decrease) in net assets from operations	$	1,354,353		$	(395,029	)	$	(10,102,818	)	$	(26,051,874	)	$	(39,458,191	)	$	(50,845,363	)

52     2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements  See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report     53

Statements of operations	concluded
TIAA-CREF Lifecycle Funds § For the year ended May 31, 2012

	Lifecycle 2035 Fund			Lifecycle 2040 Fund			Lifecycle 2045 Fund			Lifecycle 2050 Fund			Lifecycle 2055 Fund
INVESTMENT INCOME
Dividends from affiliated investments	$	24,813,476		$	34,724,693		$	5,493,010		$	2,913,056		$	243,872
Total income		24,813,476			34,724,693			5,493,010			2,913,056			243,872
EXPENSES
Management fees		1,033,170			1,473,687			234,227			124,744			10,727
Distribution fees — Retirement Class		305,292			451,685			67,932			36,778			4,181
Distribution fees — Premier Class		202,510			282,814			37,297			19,153			1,575
Fund administration fees		65,465			93,323			14,942			7,962			599
Custody and accounting fees		11,385			11,271			11,343			11,327			9,525
Audit fees		20,909			21,020			20,923			20,825			21,741
Legal fees		15,463			22,365			3,177			1,652			2,766
Shareholder reports		71,378			108,659			38,735			30,115			19,405
Shareholder servicing — Retirement Class		1,527,789			2,260,136			340,205			184,425			21,156
Shareholder servicing — Institutional Class		641			741			394			392			236
Shareholder servicing — Premier Class		383			392			205			219			211
Trustee fees and expenses		10,344			14,786			2,329			1,236			113
Compliance fees		30,039			42,818			6,870			3,685			275
Interest expense		380			182			73			50			16
Registration fees		68,207			72,567			55,340			49,403			43,020
Other expenses		50,608			62,390			26,345			18,481			10,259
Total expenses		3,413,963			4,918,836			860,337			510,447			145,805
Less: Expenses reimbursed by the investment adviser		(346,410	)		(452,160	)		(181,200	)		(145,864	)		(108,365	)
Fee waiver by investment adviser and TPIS		(1,338,462	)		(1,925,372	)		(302,159	)		(161,522	)		(14,908	)
Net expenses		1,729,091			2,541,304			376,978			203,061			22,532
Net investment income (loss)		23,084,385			32,183,389			5,116,032			2,709,995			221,340
NET REALIZED AND UNREALIZED GAIN (LOSS) ON TOTAL INVESTMENTS:
Realized gain (loss) from sale of affiliated investments		9,516,756			16,294,469			(644,614	)		(336,181	)		(262,362	)
Realized gain distributions from affiliated investments		12,783,929			18,322,645			2,903,912			1,537,658			127,273
Realized gain (loss) from sale of unaffiliated investments		—			—			(35,821	)		(22,388	)		12,145
Net realized gain (loss) from investments		22,300,685			34,617,114			2,223,477			1,179,089			(122,944	)
Net change in unrealized appreciation (depreciation) from affiliated investments		(110,826,422	)		(165,626,347	)		(20,650,831	)		(10,951,664	)		(848,928	)
Net realized and unrealized gain (loss) from investments		(88,525,737	)		(131,009,233	)		(18,427,354	)		(9,772,575	)		(971,872	)
Net increase (decrease) in net assets from operations	$	(65,441,352	)	$	(98,825,844	)	$	(13,311,322	)	$	(7,062,580	)	$	(750,532	)

54     2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements  See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report     55

Statements of changes in net assets

TIAA-CREF Lifecycle Funds § For the period or year ended

		Lifecycle Retirement Income Fund									Lifecycle 2010 Fund									Lifecycle 2015 Fund
		For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010			For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010			For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010
OPERATIONS
Net investment income (loss)		$	3,510,233		$	1,652,173		$	1,062,941		$	19,008,804		$	12,022,437		$	9,906,125		$	25,374,266		$	15,411,604		$	11,108,485
Net realized gain (loss) on total investments			754,407			159,555			(339,209	)		14,294,614			11,464,610			10,977,373			29,006,066			12,233,146			12,538,225
Net change in unrealized appreciation (depreciation) from affiliated investments			(2,910,287	)		5,404,661			3,727,848			(33,698,447	)		35,673,255			21,661,618			(64,483,150	)		57,665,959			28,568,593
Net increase (decrease) in net assets from operations			1,354,353			7,216,389			4,451,580			(395,029	)		59,160,302			42,545,116			(10,102,818	)		85,310,709			52,215,303
DISTRIBUTION TO SHAREHOLDERS
From net investment income:	Retirement Class		(1,628,974	)		(780,826	)		(579,122	)		(10,540,885	)		(11,146,960	)		(8,398,807	)		(13,401,923	)		(13,323,493	)		(9,076,969	)
	Institutional Class		(833,270	)		(257,131	)		(192,757	)		(5,754,171	)		(1,794,811	)		(493,693	)		(7,907,325	)		(2,437,056	)		(521,574	)
	Retail Class		(765,340	)		(367,141	)		(278,993	)		–			–			–			–			–			–
	Premier Class		(230,444	)		(40,267	)		(10,791	)		(2,578,867	)		(1,220,920	)		(6,159	)		(3,521,331	)		(1,511,699	)		(5,837	)
From realized gains:	Retirement Class		–			–			–			–			–			–			(10,401,875	)		–			–
	Institutional Class		–			–			–			–			–			–			(5,523,589	)		–			–
	Premier Class		–			–			–			–			–			–			(2,539,708	)		–			–
Total distributions			(3,458,028	)		(1,445,365	)		(1,061,663	)		(18,873,923	)		(14,162,691	)		(8,898,659	)		(43,295,751	)		(17,272,248	)		(9,604,380	)
SHAREHOLDER TRANSACTIONS
Subscriptions:	Retirement Class		35,013,769			23,085,115			30,762,339			98,305,354			66,701,695			121,741,530			133,928,721			107,622,186			161,829,502
	Institutional Class		20,195,703			9,263,014			6,563,399			135,823,141			64,265,226			22,450,783			191,006,657			96,071,602			32,436,788
	Retail Class		13,253,627			10,076,504			8,618,161			–			–			–			–			–			–
	Premier Class		8,502,470			3,897,434			1,175,494			64,767,847			37,410,219			27,541,461			110,778,570			45,433,996			31,004,840
Reinvestments of distributions:	Retirement Class		1,628,974			780,826			579,122			10,540,885			11,146,960			8,398,807			23,803,798			13,323,493			9,076,969
	Institutional Class		833,270			257,131			192,757			5,754,171			1,794,811			493,693			13,430,914			2,437,056			521,574
	Retail Class		731,993			346,593			265,338			–			–			–			–			–			–
	Premier Class		230,444			40,267			10,791			2,578,867			1,220,920			6,159			6,061,039			1,511,699			5,837
Redemptions:	Retirement Class		(20,487,005	)		(9,466,562	)		(12,978,478	)		(160,085,280	)		(86,586,181	)		(86,724,666	)		(207,866,181	)		(96,186,314	)		(85,501,135	)
	Institutional Class		(8,965,769	)		(1,044,022	)		(1,764,363	)		(13,510,255	)		(6,461,146	)		(4,368,014	)		(11,122,490	)		(5,015,400	)		(4,050,027	)
	Retail Class		(8,910,350	)		(1,735,106	)		(1,525,816	)		–			–			–			–			–			–
	Premier Class		(3,867,445	)		(1,176,583	)		(38,638	)		(18,611,806	)		(18,179,169	)		(1,953,285	)		(23,172,070	)		(20,070,973	)		(864,807	)
Net increase (decrease) from shareholder transactions			38,159,681			34,324,611			31,860,106			125,562,924			71,313,335			87,586,468			236,848,958			145,127,345			144,459,541
Net increase (decrease) in net assets			36,056,006			40,095,635			35,250,023			106,293,972			116,310,946			121,232,925			183,450,389			213,165,806			187,070,464
NET ASSETS
Beginning of period			108,993,451			68,897,816			33,647,793			651,060,592			534,749,646			413,516,721			875,296,719			662,130,913			475,060,449
End of period		$	145,049,457		$	108,993,451		$	68,897,816		$	757,354,564		$	651,060,592		$	534,749,646		$	1,058,747,108		$	875,296,719		$	662,130,913
Undistributed net investment income (loss) included in net assets		$	260,381		$	208,176		$	1,368		$	6,365,017		$	6,230,136		$	8,370,390		$	5,784,997		$	5,241,310		$	7,101,954
CHANGE IN FUND SHARES
Shares sold:	Retirement Class		3,547,411			2,362,880			3,389,346			8,800,382			5,966,217			11,880,390			12,130,145			9,594,962			15,929,735
	Institutional Class		2,053,130			940,694			724,314			13,602,282			6,394,151			2,461,442			19,595,859			9,680,010			3,637,478
	Retail Class		1,338,990			1,030,276			949,443			–			–			–			–			–			–
	Premier Class		870,411			396,678			128,835			6,561,138			3,735,786			3,007,872			11,507,539			4,609,378			3,459,518
Shares reinvested:	Retirement Class		169,839			81,197			63,802			982,375			1,019,850			833,215			2,282,244			1,217,870			908,606
	Institutional Class		86,823			26,704			21,198			608,264			185,414			55,100			1,484,079			254,922			59,540
	Retail Class		76,315			35,997			29,219			–			–			–			–			–			–
	Premier Class		24,037			4,176			1,174			272,896			126,258			687			671,956			158,293			666
Shares redeemed:	Retirement Class		(2,110,016	)		(965,637	)		(1,431,399	)		(14,284,393	)		(7,699,685	)		(8,450,401	)		(18,654,567	)		(8,549,669	)		(8,368,807	)
	Institutional Class		(912,770	)		(106,531	)		(194,709	)		(1,353,755	)		(647,410	)		(472,762	)		(1,146,554	)		(501,628	)		(454,493	)
	Retail Class		(905,827	)		(177,040	)		(167,977	)		–			–			–			–			–			–
	Premier Class		(387,358	)		(119,650	)		(4,172	)		(1,854,398	)		(1,774,511	)		(209,303	)		(2,368,718	)		(1,966,237	)		(96,001	)
Net increase (decrease) from shareholder transactions			3,850,985			3,509,744			3,509,074			13,334,791			7,306,070			9,106,240			25,501,983			14,497,901			15,076,242

56 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 57

Statements of changes in net assets	continued
TIAA-CREF Lifecycle Funds § For the period or year ended

		Lifecycle 2020 Fund									Lifecycle 2025 Fund									Lifecycle 2030 Fund
		For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010			For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010			For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010
OPERATIONS
Net investment income (loss)		$	30,157,254		$	17,827,054		$	11,233,012		$	27,478,664		$	16,830,475		$	9,796,661		$	24,930,181		$	15,566,428		$	8,368,084
Net realized gain (loss) on total investments			29,515,367			11,321,963			15,081,518			25,264,232			11,505,873			14,333,708			23,074,462			11,194,659			10,994,001
Net change in unrealized appreciation (depreciation) from affiliated investments			(85,724,495	)		81,987,217			31,848,229			(92,201,087	)		86,893,624			31,119,159			(98,850,006	)		93,958,798			33,363,134
Net increase (decrease) in net assets from operations			(26,051,874	)		111,136,234			58,162,759			(39,458,191	)		115,229,972			55,249,528			(50,845,363	)		120,719,885			52,725,219
DISTRIBUTION TO SHAREHOLDERS
From net investment income:	Retirement Class		(15,561,931	)		(14,697,532	)		(9,068,351	)		(13,939,586	)		(13,407,375	)		(8,004,931	)		(11,959,762	)		(12,017,345	)		(7,099,261	)
	Institutional Class		(9,247,446	)		(2,596,370	)		(447,934	)		(8,449,357	)		(2,429,636	)		(453,019	)		(8,054,032	)		(2,343,331	)		(371,105	)
	Premier Class		(4,361,859	)		(1,904,790	)		(5,501	)		(4,067,922	)		(1,897,614	)		(5,265	)		(3,897,367	)		(1,756,179	)		(4,994	)
From realized gains:	Retirement Class		(10,544,311	)		(238,521	)		–			(8,462,047	)		–			–			(5,971,309	)		–			–
	Institutional Class		(5,621,407	)		(38,059	)		–			(4,576,445	)		–			–			(3,548,783	)		–			–
	Premier Class		(2,742,191	)		(28,419	)		–			(2,282,374	)		–			–			(1,781,385	)		–			–
Total distributions			(48,079,145	)		(19,503,691	)		(9,521,786	)		(41,777,731	)		(17,734,625	)		(8,463,215	)		(35,212,638	)		(16,116,855	)		(7,475,360	)
SHAREHOLDER TRANSACTIONS
Subscriptions:	Retirement Class		183,215,882			146,881,421			230,529,925			172,570,290			132,982,757			216,041,278			147,442,347			123,780,396			212,969,733
	Institutional Class		252,411,496			114,699,424			34,080,190			249,029,428			106,491,250			31,993,277			253,227,921			109,341,166			28,821,581
	Premier Class		137,991,398			65,606,987			36,753,603			130,546,370			65,020,056			34,883,543			128,942,310			65,226,559			30,952,458
Reinvestments of distributions:	Retirement Class		26,106,242			14,936,053			9,068,351			22,401,633			13,407,375			8,004,931			17,931,071			12,017,345			7,099,261
	Institutional Class		14,868,853			2,634,429			447,934			13,025,802			2,429,636			453,019			11,602,815			2,343,331			371,105
	Premier Class		7,104,050			1,933,209			5,501			6,350,296			1,897,614			5,265			5,678,752			1,756,179			4,994
Redemptions:	Retirement Class		(243,406,656	)		(114,128,321	)		(90,925,395	)		(225,503,454	)		(107,049,688	)		(82,723,004	)		(225,872,361	)		(111,082,221	)		(83,125,752	)
	Institutional Class		(4,965,038	)		(2,406,174	)		(3,322,228	)		(4,950,363	)		(3,523,113	)		(2,078,667	)		(2,486,673	)		(1,813,731	)		(1,525,370	)
	Premier Class		(32,824,308	)		(27,747,381	)		(571,074	)		(32,705,438	)		(26,103,294	)		(649,268	)		(31,877,502	)		(23,368,443	)		(243,899	)
Net increase (decrease) from shareholder transactions			340,501,919			202,409,647			216,066,807			330,764,564			185,552,593			205,930,374			304,588,680			178,200,581			195,324,111
Net increase (decrease) in net assets			266,370,900			294,042,190			264,707,780			249,528,642			283,047,940			252,716,687			218,530,679			282,803,611			240,573,970
NET ASSETS
Beginning of period			1,055,694,296			761,652,106			496,944,326			1,000,745,744			717,697,804			464,981,117			968,211,641			685,408,030			444,834,060
End of period		$	1,322,065,196		$	1,055,694,296		$	761,652,106		$	1,250,274,386		$	1,000,745,744		$	717,697,804		$	1,186,742,320		$	968,211,641		$	685,408,030
Undistributed net investment income (loss) included in net assets		$	6,604,469		$	5,618,451		$	6,990,089		$	5,621,734		$	4,599,935		$	5,504,085		$	3,966,810		$	2,947,790		$	3,498,217
CHANGE IN FUND SHARES
Shares sold:	Retirement Class		16,788,019			13,188,904			23,083,553			16,062,600			12,080,790			22,131,481			13,982,668			11,406,800			22,378,576
	Institutional Class		26,681,080			11,862,336			3,967,873			26,909,723			11,221,142			3,844,452			28,183,090			11,865,964			3,588,912
	Premier Class		14,777,427			6,841,267			4,265,047			14,343,110			6,942,161			4,174,392			14,637,292			7,164,457			3,854,010
Shares reinvested:	Retirement Class		2,544,468			1,377,865			923,457			2,231,238			1,253,026			832,979			1,824,117			1,139,085			755,241
	Institutional Class		1,701,242			282,968			52,947			1,534,252			266,408			55,112			1,413,254			263,889			46,739
	Premier Class		813,752			207,872			650			749,740			208,529			641			693,376			198,214			630
Shares redeemed:	Retirement Class		(22,184,423	)		(10,267,390	)		(9,087,598	)		(20,881,160	)		(9,761,495	)		(8,438,788	)		(21,312,281	)		(10,314,578	)		(8,704,695	)
	Institutional Class		(528,787	)		(246,978	)		(385,709	)		(536,890	)		(379,110	)		(246,151	)		(277,742	)		(196,821	)		(187,423	)
	Premier Class		(3,409,327	)		(2,773,247	)		(65,921	)		(3,464,308	)		(2,650,756	)		(77,115	)		(3,455,143	)		(2,416,451	)		(29,856	)
Net increase (decrease) from shareholder transactions			37,183,451			20,473,597			22,754,299			36,948,305			19,180,695			22,277,003			35,688,631			19,110,559			21,702,134

58 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 59

Statements of changes in net assets	continued
TIAA-CREF Lifecycle Funds § For the period or year ended

		Lifecycle 2035 Fund									Lifecycle 2040 Fund									Lifecycle 2045 Fund
		For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010			For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010			For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010
OPERATIONS
Net investment income (loss)		$	23,084,385		$	14,795,006		$	7,351,442		$	32,183,389		$	21,680,002		$	11,068,355		$	5,116,032		$	2,224,775		$	711,089
Net realized gain (loss) on total investments			22,300,685			12,993,978			9,612,312			34,617,114			20,129,239			9,297,640			2,223,477			(27,643	)		(952,035	)
Net change in unrealized appreciation (depreciation) from affiliated investments			(110,826,422	)		102,147,729			35,134,870			(165,626,347	)		150,541,437			57,162,386			(20,650,831	)		18,599,270			6,377,773
Net increase (decrease) in net assets from operations			(65,441,352	)		129,936,713			52,098,624			(98,825,844	)		192,350,678			77,528,381			(13,311,322	)		20,796,402			6,136,827
DISTRIBUTION TO SHAREHOLDERS
From net investment income:	Retirement Class		(10,889,852	)		(11,214,775	)		(6,589,326	)		(15,923,080	)		(16,956,996	)		(9,965,342	)		(2,646,968	)		(1,734,458	)		(535,851	)
	Institutional Class		(7,620,062	)		(2,248,116	)		(321,241	)		(10,235,595	)		(3,141,235	)		(489,463	)		(1,639,791	)		(333,309	)		(40,882	)
	Premier Class		(3,649,649	)		(1,703,924	)		(4,740	)		(5,087,677	)		(2,347,469	)		(4,830	)		(563,744	)		(144,476	)		(3,698	)
From realized gains:	Retirement Class		(5,598,558	)		—			—			(9,360,538	)		—			—			—			—			—
	Institutional Class		(3,418,745	)		—			—			(5,237,788	)		—			—			—			—			—
	Premier Class		(1,702,615	)		—			—			(2,706,661	)		—			—			—			—			—
Total distributions			(32,879,481	)		(15,166,815	)		(6,915,307	)		(48,551,339	)		(22,445,700	)		(10,459,635	)		(4,850,503	)		(2,212,243	)		(580,431	)
SHAREHOLDER TRANSACTIONS
Subscriptions:	Retirement Class		140,750,898			120,282,502			214,442,981			179,170,785			163,796,374			300,480,230			68,675,874			46,624,769			59,740,615
	Institutional Class		251,773,557			114,871,750			26,952,326			324,380,919			142,594,925			36,567,437			81,594,824			28,833,936			6,091,185
	Premier Class		128,736,408			65,185,360			35,359,710			180,968,542			89,478,257			47,847,282			32,981,480			11,558,755			2,635,264
Reinvestments of distributions:	Retirement Class		16,488,410			11,214,775			6,589,326			25,283,618			16,956,996			9,965,342			2,646,968			1,734,458			535,851
	Institutional Class		11,038,807			2,248,116			321,241			15,473,383			3,141,235			489,463			1,639,791			333,309			40,882
	Premier Class		5,352,264			1,703,924			4,740			7,794,338			2,347,469			4,830			563,744			144,476			3,697
Redemptions:	Retirement Class		(213,022,093	)		(107,679,708	)		(84,741,064	)		(315,459,397	)		(145,240,590	)		(117,268,520	)		(34,375,053	)		(17,505,430	)		(11,553,218	)
	Institutional Class		(3,153,581	)		(1,059,804	)		(1,545,895	)		(2,417,323	)		(1,336,878	)		(1,374,542	)		(2,250,474	)		(346,526	)		(633,651	)
	Premier Class		(30,939,722	)		(28,207,868	)		(244,200	)		(39,118,315	)		(29,442,598	)		(557,860	)		(7,587,163	)		(1,644,540	)		(38,941	)
Net increase (decrease) from shareholder transactions			307,024,948			178,559,047			197,139,165			376,076,550			242,295,190			276,153,662			143,889,991			69,733,207			56,821,684
Net increase (decrease) in net assets			208,704,115			293,328,945			242,322,482			228,699,367			412,200,168			343,222,408			125,728,166			88,317,366			62,378,080
NET ASSETS
Beginning of period			971,980,257			678,651,312			436,328,830			1,416,521,359			1,004,321,191			661,098,783			183,571,698			95,254,332			32,876,252
End of period		$	1,180,684,372		$	971,980,257		$	678,651,312		$	1,645,220,726		$	1,416,521,359		$	1,004,321,191		$	309,299,864		$	183,571,698		$	95,254,332
Undistributed net investment income (loss) included in net assets		$	2,405,290		$	1,480,468		$	1,852,277		$	3,023,219		$	2,086,182		$	2,851,880		$	477,072		$	211,543		$	199,011
CHANGE IN FUND SHARES
Shares sold:	Retirement Class		13,313,896			11,006,545			22,658,387			16,674,624			14,721,199			31,180,406			8,368,736			5,512,169			8,147,563
	Institutional Class		28,351,590			12,532,390			3,413,510			36,299,025			15,469,988			4,577,505			9,793,772			3,369,296			827,776
	Premier Class		14,764,700			7,170,572			4,476,849			20,669,242			9,762,385			5,974,579			4,010,099			1,364,408			355,145
Shares reinvested:	Retirement Class		1,685,931			1,057,001			703,237			2,548,752			1,568,640			1,044,585			348,285			211,520			73,911
	Institutional Class		1,366,189			254,888			41,027			1,907,939			352,947			62,036			214,913			40,499			5,631
	Premier Class		663,230			193,189			605			962,264			264,057			612			73,982			17,576			509
Shares redeemed:	Retirement Class		(20,183,750	)		(9,952,953	)		(8,922,575	)		(29,372,663	)		(13,173,006	)		(12,102,237	)		(4,160,041	)		(2,052,739	)		(1,552,330	)
	Institutional Class		(360,788	)		(115,564	)		(190,812	)		(275,122	)		(145,465	)		(168,618	)		(281,011	)		(41,314	)		(87,302	)
	Premier Class		(3,369,763	)		(2,911,679	)		(30,433	)		(4,252,906	)		(3,016,376	)		(70,682	)		(883,970	)		(182,828	)		(5,333	)
Net increase (decrease) from shareholder transactions			36,231,235			19,234,389			22,149,795			45,161,155			25,804,369			30,498,186			17,484,765			8,238,587			7,765,570

60     2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements  See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report     61

Statements of changes in net assets	concluded
TIAA-CREF Lifecycle Funds § For the period or year ended

		Lifecycle 2050 Fund									Lifecycle 2055 Fund
		For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010			For the year ended May 31, 2012			For the period April 29, 2011 to May 31, 2011
OPERATIONS
Net investment income (loss)		$	2,709,995		$	1,123,884		$	348,643		$	221,340		$	2,292
Net realized gain (loss) on total investments			1,179,089			(12,771	)		(534,707	)		(122,944	)		(1,233	)
Net change in unrealized appreciation (depreciation) from affiliated investments			(10,951,664	)		9,474,295			3,169,172			(848,928	)		(155,102	)
Net increase (decrease) in net assets from operations			(7,062,580	)		10,585,408			2,983,108			(750,532	)		(154,043	)
DISTRIBUTION TO SHAREHOLDERS
From net investment income:	Retirement Class		(1,419,709	)		(868,683	)		(245,118	)		(154,859	)		—
	Institutional Class		(849,842	)		(178,659	)		(35,094	)		(30,228	)		—
	Premier Class		(279,170	)		(67,918	)		(3,877	)		(20,573	)		—
From realized gains:	Retirement Class		—			(340,851	)		—			(3,286	)		—
	Institutional Class		—			(64,043	)		—			(597	)		—
	Premier Class		—			(24,903	)		—			(423	)		—
Total distributions			(2,548,721	)		(1,545,057	)		(284,089	)		(209,966	)		—
SHAREHOLDER TRANSACTIONS
Subscriptions:	Retirement Class		41,194,084			26,997,237			31,042,641			5,088,988			8,000,000
	Institutional Class		43,850,921			12,620,937			4,259,586			1,893,562			1,000,000
	Premier Class		18,580,220			5,864,056			799,585			625,865			1,000,000
Reinvestments of distributions:	Retirement Class		1,419,709			1,209,534			245,118			158,145			—
	Institutional Class		849,842			242,701			35,094			30,825			—
	Premier Class		279,170			92,822			3,878			20,996			—
Redemptions:	Retirement Class		(20,796,893	)		(6,683,691	)		(7,275,701	)		(1,628,816	)		—
	Institutional Class		(1,973,695	)		(153,235	)		(625,679	)		(732,154	)		—
	Premier Class		(3,678,419	)		(644,275	)		(4,586	)		(210,997	)		—
Net increase (decrease) from shareholder transactions			79,724,939			39,546,086			28,479,936			5,246,414			10,000,000
Net increase (decrease) in net assets			70,113,638			48,586,437			31,178,955			4,285,916			9,845,957
NET ASSETS
Beginning of period			96,031,202			47,444,765			16,265,810			9,845,957			—
End of period		$	166,144,840		$	96,031,202		$	47,444,765		$	14,131,873		$	9,845,957
Undistributed net investment income (loss) included in net assets		$	263,962		$	102,688		$	98,626		$	18,321		$	2,421
CHANGE IN FUND SHARES
Shares sold:	Retirement Class		5,035,871			3,200,666			4,222,654			556,918			800,000
	Institutional Class		5,282,908			1,475,692			575,981			206,937			100,000
	Premier Class		2,258,806			695,547			107,434			68,410			100,000
Shares reinvested:	Retirement Class		187,544			148,227			33,763			18,760			—
	Institutional Class		111,821			29,634			4,821			3,657			—
	Premier Class		36,781			11,333			533			2,491			—
Shares redeemed:	Retirement Class		(2,511,196	)		(788,107	)		(983,928	)		(182,007	)		—
	Institutional Class		(250,860	)		(18,196	)		(85,661	)		(80,273	)		—
	Premier Class		(435,670	)		(72,124	)		(641	)		(22,432	)		—
Net increase (decrease) from shareholder transactions			9,716,005			4,682,672			3,874,956			572,461			1,000,000

62     2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements  See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report     63

Financial highlights

Lifecycle Retirement Income Fund § For the period or year ended

	Retirement Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08		**
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$10.06			$9.41			$8.84			$8.65			$10.00
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.26			0.18			0.18			0.21			0.31
Net realized and unrealized gain
(loss) on total investments		(0.17	)		0.64			0.58			0.19			(1.34	)
Total gain (loss) from
investment operations		0.09			0.82			0.76			0.40			(1.03	)
Less distributions from:
Net investment income		(0.27	)		(0.17	)		(0.19	)		(0.21	)		(0.32	)
Net realized gains		–			–			–			–			–
Total distributions		(0.27	)		(0.17	)		(0.19	)		(0.21	)		(0.32	)
Net asset value, end of period		$9.88			$10.06			$9.41			$8.84			$8.65
TOTAL RETURN		1.01	%		8.78	%(b)		8.65	%		4.86	%		(10.49	)%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$72,109			$57,288			$39,682			$19,384			$4,800
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.52	%		0.53	%(c)		0.70	%		1.01	%		1.79	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.25	%		0.25	%(c)		0.25	%		0.25	%		0.25	%(c)
Ratio of net investment income
to average net assets		2.69	%		2.80	%(c)		2.04	%		2.59	%		4.00	%(c)
Portfolio turnover rate		13	%		7	%(b)		33	%		38	%		26	%(b)

64 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Financial highlights	continued
Lifecycle Retirement Income Fund § For the period or year ended

	Institutional Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08		**
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$10.08			$9.43			$8.85			$8.65			$10.00
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.31			0.20			0.21			0.23			0.34
Net realized and unrealized gain
(loss) on total investments		(0.19	)		0.63			0.58			0.19			(1.36	)
Total gain (loss) from
investment operations		0.12			0.83			0.79			0.42			(1.02	)
Less distributions from:
Net investment income		(0.30	)		(0.18	)		(0.21	)		(0.22	)		(0.33	)
Net realized gains		–			–			–			–			–
Total distributions		(0.30	)		(0.18	)		(0.21	)		(0.22	)		(0.33	)
Net asset value, end of period		$9.90			$10.08			$9.43			$8.85			$8.65
TOTAL RETURN		1.27	%		8.89	%(b)		9.01	%		5.19	%		(10.37	)%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$32,323			$20,560			$11,111			$5,554			$2,691
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.22	%		0.23	%(c)		0.41	%		0.73	%		1.49	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.00	%		0.00	%(c)		0.00	%		0.00	%		0.00	%(c)
Ratio of net investment income
to average net assets		3.13	%		3.02	%(c)		2.27	%		2.86	%		4.30	%(c)
Portfolio turnover rate		13	%		7	%(b)		33	%		38	%		26	%(b)

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 65

Financial highlights	continued
Lifecycle Retirement Income Fund § For the period or year ended

	Retail Class
	5/31/12			5/31/11†			9/30/10			9/30/09			9/30/08**
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$10.07			$9.42			$8.85			$8.65			$10.00
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.27			0.19			0.19			0.23			0.32
Net realized and unrealized gain
(loss) on total investments		(0.18	)		0.63			0.58			0.19			(1.34	)
Total gain (loss) from
investment operations		0.09			0.82			0.77			0.42			(1.02	)
Less distributions from:
Net investment income		(0.27	)		(0.17	)		(0.20	)		(0.22	)		(0.33	)
Net realized gains		–			–			–			–			–
Total distributions		(0.27	)		(0.17	)		(0.20	)		(0.22	)		(0.33	)
Net asset value, end of period		$9.89			$10.07			$9.42			$8.85			$8.65
TOTAL RETURN		1.03	%		8.82	%(b)		8.76	%		5.16	%		(10.37	)%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$31,296			$26,758			$16,652			$8,460			$6,171
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.47	%		0.39	%(c)		0.55	%		0.97	%		1.72	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.25	%		0.16	%(c)		0.15	%		0.05	%		0.00	%(c)
Ratio of net investment income
to average net assets		2.72	%		2.89	%(c)		2.14	%		2.92	%		4.09	%(c)
Portfolio turnover rate		13	%		7	%(b)		33	%		38	%		26	%(b)

66 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Financial highlights	concluded
Lifecycle Retirement Income Fund § For the period or year ended

	Premier Class
	5/31/12			5/31/11		†	9/30/10			9/30/09		§
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$10.08			$9.43			$8.85			$8.85
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.29			0.18			0.17			0.00	(d)
Net realized and unrealized gain
(loss) on total investments		(0.20	)		0.64			0.61			–
Total gain from investment
operations		0.09			0.82			0.78			0.00	(d)
Less distributions from:
Net investment income		(0.28	)		(0.17	)		(0.20	)		–
Net realized gains		–			–			–			–
Total distributions		(0.28	)		(0.17	)		(0.20	)		–
Net asset value, end of period		$9.89			$10.08			$9.43			$8.85
TOTAL RETURN		1.03	%		8.82	%(b)		8.86	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$9,322			$4,387			$1,453			$250
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.37	%		0.39	%(c)		0.58	%		220.71	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.15	%		0.15	%(c)		0.15	%		0.15	%(c)
Ratio of net investment income
to average net assets		2.95	%		2.68	%(c)		1.91	%		0.00	%(c)
Portfolio turnover rate		13	%		7	%(b)		33	%		38	%(b)

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying Funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.39%, 0.38% and 0.38%, respectively.
**	The Fund commenced operations on November 30, 2007.
§	The Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 67

Financial highlights

Lifecycle 2010 Fund § For the period or year ended

	Retirement Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08			9/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period		$11.61			$10.76			$10.05			$10.06			$12.04			$10.99
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.30			0.22			0.21			0.24			0.37			0.34
Net realized and unrealized gain (loss) on total investments		(0.36	)		0.89			0.70			0.05			(1.95	)		0.98
Total gain (loss) from investment operations		(0.06	)		1.11			0.91			0.29			(1.58	)		1.32
Less distributions from:
Net investment income		(0.29	)		(0.26	)		(0.20	)		(0.21	)		(0.34	)		(0.24	)
Net realized gains		—			—			—			(0.09	)		(0.06	)		(0.03	)
Total distributions		(0.29	)		(0.26	)		(0.20	)		(0.30	)		(0.40	)		(0.27	)
Net asset value, end of period		$11.26			$11.61			$10.76			$10.05			$10.06			$12.04
TOTAL RETURN		(0.40	)%		10.51	%(b)		9.23	%		3.36	%		(13.59	)%		12.21	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period or year (in thousands)		$432,315			$498,029			$469,156			$395,514			$351,907			$255,875
Ratio of expenses to average net assets before expense waiver and reimbursement (e)		0.44	%		0.45	%(c)		0.46	%		0.51	%		0.46	%		0.48	%
Ratio of expenses to average net assets after expense waiver and reimbursement (e)		0.25	%		0.25	%(c)		0.25	%		0.25	%		0.25	%		0.26	%
Ratio of net investment income to average net assets		2.66	%		2.99	%(c)		2.07	%		2.76	%		3.27	%		2.93	%
Portfolio turnover rate		13	%		8	%(b)		24	%		60	%		26	%		12	%

68 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Financial highlights	continued
Lifecycle 2010 Fund § For the period or year ended

	Institutional Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08			9/30/07‡
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period		$10.30			$  9.58			$8.97			$9.02			$10.83			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.30			0.21			0.20			0.23			0.32			0.22
Net realized and unrealized gain (loss) on total investments		(0.34	)		0.80			0.63			0.05			(1.71	)		0.61
Total gain (loss) from investment operations		(0.04	)		1.01			0.83			0.28			(1.39	)		0.83
Less distributions from:
Net investment income		(0.32	)		(0.29	)		(0.22	)		(0.24	)		(0.36	)		—
Net realized gains		—			—			—			(0.09	)		(0.06	)		—
Total distributions		(0.32	)		(0.29	)		(0.22	)		(0.33	)		(0.42	)		—
Net asset value, end of period		$  9.94			$10.30			$  9.58			$8.97			$9.02			$10.83
TOTAL RETURN		(0.23	)%		10.76	%(b)		9.48	%		3.63	%		(13.37	)%		8.30	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period or year (in thousands)		$226,848			$102,505			$38,539			$17,753			$9,649			$3,735
Ratio of expenses to average net assets before expense waiver and reimbursement (e)		0.14	%		0.15	%(c)		0.16	%		0.21	%		0.17	%		0.31	%(c)
Ratio of expenses to average net assets after expense waiver and reimbursement (e)		0.00	%		0.00	%(c)		0.00	%		0.00	%		0.00	%		0.00	%(c)
Ratio of net investment income to average net assets		2.99	%		3.13	%(c)		2.20	%		2.90	%		3.24	%		3.04	%(c)
Portfolio turnover rate		13	%		8	%(b)		24	%		60	%		26	%		12	%

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 69

Financial highlights	concluded
Lifecycle 2010 Fund § For the period or year ended

	Premier Class
	5/31/12			5/31/11		†	9/30/10			9/30/09		§
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$10.28			$9.57			$8.97			$8.97
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.28			0.21			0.14			0.00	(d)
Net realized and unrealized gain
(loss) on total investments		(0.33	)		0.79			0.68			—
Total gain (loss) from
investment operations		(0.05	)		1.00			0.82			0.00	(d)
Less distributions from:
Net investment income		(0.31	)		(0.29	)		(0.22	)		—
Net realized gains		—			—			—			—
Total distributions		(0.31	)		(0.29	)		(0.22	)		—
Net asset value, end of period		$9.92			$10.28			$9.57			$8.97
TOTAL RETURN		(0.34	)%		10.61	%(b)		9.32	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$98,192			$50,526			$27,054			$250
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.29	%		0.30	%(c)		0.31	%		220.71	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.15	%		0.15	%(c)		0.15	%		0.15	%(c)
Ratio of net investment income
to average net assets		2.84	%		3.15	%(c)		1.50	%		0.00	%(c)
Portfolio turnover rate		13	%		8	%(b)		24	%		60	%

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying Funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.41%, 0.39% and 0.40%, respectively.
§	The Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.
‡	The Institutional Class commenced operations on January 17, 2007.

70 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Financial highlights

Lifecycle 2015 Fund § For the period or year ended

	Retirement Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08			9/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$11.67			$10.67			$9.94			$9.99			$12.26			$11.06
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.29			0.22			0.20			0.22			0.35			0.32
Net realized and unrealized gain
(loss) on total investments		(0.50	)		1.03			0.72			(0.02	)		(2.23	)		1.16
Total gain (loss) from investment
operations		(0.21	)		1.25			0.92			0.20			(1.88	)		1.48
Less distributions from:
Net investment income		(0.27	)		(0.25	)		(0.19	)		(0.21	)		(0.32	)		(0.26	)
Net realized gains		(0.21	)		—			—			(0.04	)		(0.07	)		(0.02	)
Total distributions		(0.48	)		(0.25	)		(0.19	)		(0.25	)		(0.39	)		(0.28	)
Net asset value, end of period		$10.98			$11.67			$10.67			$9.94			$9.99			$12.26
TOTAL RETURN		(1.55	)%		11.87	%(b)		9.36	%		2.49	%		(15.83	)%		13.60	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$575,517			$661,257			$580,270			$456,392			$295,996			$201,246
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.43	%		0.45	%(c)		0.46	%		0.51	%		0.47	%		0.49	%
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.25	%		0.25	%(c)		0.25	%		0.25	%		0.25	%		0.26	%
Ratio of net investment income
to average net assets		2.60	%		2.94	%(c)		1.96	%		2.57	%		3.08	%		2.74	%
Portfolio turnover rate		11	%		5	%(b)		19	%		34	%		22	%		15	%

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 71

Financial highlights	continued
Lifecycle 2015 Fund § For the period or year ended

	Institutional Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08			9/30/07		‡
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$10.21			$9.37			$8.75			$8.84			$10.88			$10.00
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.28			0.20			0.18			0.20			0.33			0.18
Net realized and unrealized gain
(loss) on total investments		(0.44	)		0.92			0.65			(0.02	)		(1.96	)		0.70
Total gain (loss) from investment
operations		(0.16	)		1.12			0.83			0.18			(1.63	)		0.88
Less distributions from:
Net investment income		(0.30	)		(0.28	)		(0.21	)		(0.23	)		(0.34	)		–
Net realized gains		(0.21	)		–			–			(0.04	)		(0.07	)		–
Total distributions		(0.51	)		(0.28	)		(0.21	)		(0.27	)		(0.41	)		–
Net asset value, end of period		$9.54			$10.21			$9.37			$8.75			$8.84			$10.88
TOTAL RETURN		(1.26	)%		12.11	%(b)		9.62	%		2.66	%		(15.57	)%		8.80	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$331,069			$150,938			$50,118			$18,419			$6,896			$3,525
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.13	%		0.15	%(c)		0.16	%		0.21	%		0.17	%		0.32	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.00	%		0.00	%(c)		0.00	%		0.00	%		0.00	%		0.00	%(c)
Ratio of net investment income
to average net assets		2.93	%		3.10	%(c)		2.03	%		2.59	%		3.36	%		2.37	%(c)
Portfolio turnover rate		11	%		5	%(b)		19	%		34	%		22	%		15	%

72 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Financial highlights	concluded
Lifecycle 2015 Fund § For the period or year ended

	Premier Class
	5/31/12			5/31/11		†	9/30/10			9/30/09		§
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$10.19			$9.36			$8.75			$8.75
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.26			0.21			0.12			0.00	(d)
Net realized and unrealized gain
(loss) on total investments		(0.44	)		0.89			0.69			–
Total gain (loss) from investment
operations		(0.18	)		1.10			0.81			0.00	(d)
Less distributions from:
Net investment income		(0.29	)		(0.27	)		(0.20	)		–
Net realized gains		(0.21	)		–			–			–
Total distributions		(0.50	)		(0.27	)		(0.20	)		–
Net asset value, end of period		$9.51			$10.19			$9.36			$8.75
TOTAL RETURN		(1.46	)%		11.96	%(b)		9.47	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$152,161			$63,101			$31,743			$250
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.28	%		0.30	%(c)		0.31	%		220.71	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.15	%		0.15	%(c)		0.15	%		0.15	%(c)
Ratio of net investment income
to average net assets		2.71	%		3.16	%(c)		1.36	%		0.00	%(c)
Portfolio turnover rate		11	%		5	%(b)		19	%		34	%

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying Funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.42%, 0.41% and 0.41%, respectively.
§	The Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.
‡	The Institutional Class commenced operations on January 17, 2007.

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 73

Financial highlights

Lifecycle 2020 Fund § For the period or year ended

	Retirement Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08			9/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$11.62			$10.47			$9.74			$9.87			$12.48			$11.18
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.28			0.21			0.18			0.20			0.32			0.29
Net realized and unrealized gain
(loss) on total investments		(0.64	)		1.17			0.72			(0.11	)		(2.52	)		1.28
Total gain (loss) from investment
operations		(0.36	)		1.38			0.90			0.09			(2.20	)		1.57
Less distributions from:
Net investment income		(0.25	)		(0.23	)		(0.17	)		(0.17	)		(0.32	)		(0.26	)
Net realized gains		(0.17	)		(0.00	)(d)		–			(0.05	)		(0.09	)		(0.01	)
Total distributions		(0.42	)		(0.23	)		(0.17	)		(0.22	)		(0.41	)		(0.27	)
Net asset value, end of period		$10.84			$11.62			$10.47			$9.74			$9.87			$12.48
TOTAL RETURN		(2.85	)%		13.43	%(b)		9.36	%		1.40	%		(18.21	)%		14.23	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$711,358			$795,642			$672,342			$479,735			$277,700			$181,152
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.43	%		0.45	%(c)		0.46	%		0.51	%		0.48	%		0.50	%
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.25	%		0.25	%(c)		0.25	%		0.25	%		0.25	%		0.26	%
Ratio of net investment income
to average net assets		2.51	%		2.88	%(c)		1.80	%		2.41	%		2.87	%		2.42	%
Portfolio turnover rate		8	%		4	%(b)		16	%		27	%		20	%		20	%

74 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Financial highlights	continued
Lifecycle 2020 Fund § For the period or year ended

	Institutional Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08			9/30/07		‡
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$9.99			$9.04			$8.43			$8.58			$10.89			$10.00
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.26			0.19			0.16			0.18			0.28			0.13
Net realized and unrealized gain
(loss) on total investments		(0.55	)		1.02			0.64			(0.09	)		(2.16	)		0.76
Total gain (loss) from investment
operations		(0.29	)		1.21			0.80			0.09			(1.88	)		0.89
Less distributions from:
Net investment income		(0.28	)		(0.26	)		(0.19	)		(0.19	)		(0.34	)		–
Net realized gains		(0.17	)		(0.00	)(d)		(0.00	)(d)		(0.05	)		(0.09	)		–
Total distributions		(0.45	)		(0.26	)		(0.19	)		(0.24	)		(0.43	)		–
Net asset value, end of period		$9.25			$9.99			$9.04			$8.43			$8.58			$10.89
TOTAL RETURN		(2.60	)%		13.64	%(b)		9.63	%		1.66	%		(17.95	)%		8.90	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$419,753			$175,206			$51,076			$16,959			$5,618			$1,472
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.13	%		0.15	%(c)		0.16	%		0.21	%		0.19	%		0.43	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.00	%		0.00	%(c)		0.00	%		0.00	%		0.00	%		0.00	%(c)
Ratio of net investment income
to average net assets		2.84	%		3.03	%(c)		1.86	%		2.45	%		2.91	%		1.83	%(c)
Portfolio turnover rate		8	%		4	%(b)		16	%		27	%		20	%		20	%

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 75

Financial highlights	concluded
Lifecycle 2020 Fund § For the period or year ended

	Premier Class
	5/31/12			5/31/11		†	9/30/10			9/30/09		§
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$9.98			$9.04			$8.43			$8.43
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.25			0.20			0.10			0.00	(d)
Net realized and unrealized gain
(loss) on total investments		(0.56	)		1.00			0.70			–
Total gain (loss) from investment
operations		(0.31	)		1.20			0.80			0.00	(d)
Less distributions from:
Net investment income		(0.27	)		(0.26	)		(0.19	)		–
Net realized gains		(0.17	)		0.00	(d)		–			–
Total distributions		(0.44	)		(0.26	)		(0.19	)		–
Net asset value, end of period	$	9.23		$	9.98		$	9.04		$	8.43
TOTAL RETURN		(2.80	)%		13.47	%(b)		9.59	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)	$	190,954		$	84,846		$	38,234		$	250
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.28	%		0.30	%(c)		0.31	%		220.71	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.15	%		0.15	%(c)		0.15	%		0.15	%(c)
Ratio of net investment income
to average net assets		2.73	%		3.09	%(c)		1.16	%		0.00	%(c)
Portfolio turnover rate		8	%		4	%(b)		16	%		27	%

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying Funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.44%, 0.42% and 0.42%, respectively.
§	The Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.
‡	The Institutional Class commenced operations on January 17, 2007.

76 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Financial highlights

Lifecycle 2025 Fund § For the period or year ended

	Retirement Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08			9/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period		$11.52			$10.25			$  9.51			$9.75			$12.62			$11.24
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.26			0.21			0.16			0.18			0.30			0.26
Net realized and unrealized gain (loss) on total investments		(0.76	)		1.28			0.74			(0.21	)		(2.78	)		1.42
Total gain (loss) from investment operations		(0.50	)		1.49			0.90			(0.03	)		(2.48	)		1.68
Less distributions from:
Net investment income		(0.24	)		(0.22	)		(0.16	)		(0.15	)		(0.31	)		(0.28	)
Net realized gains		(0.14	)		–			–			(0.06	)		(0.08	)		(0.02	)
Total distributions		(0.38	)		(0.22	)		(0.16	)		(0.21	)		(0.39	)		(0.30	)
Net asset value, end of period		$10.64			$11.52			$10.25			$9.51			$  9.75			$12.62
TOTAL RETURN		(4.11	)%		14.74	%(b)		9.55	%		0.08	%		(20.25	)%		15.18	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period or year (in thousands)		$665,020		$	750,162			$630,705			$447,297			$246,043			$143,559
Ratio of expenses to average net assets before expense waiver and reimbursement (e)		0.43	%		0.45	%(c)		0.46	%		0.52	%		0.49	%		0.53	%
Ratio of expenses to average net assets after expense waiver and reimbursement (e)		0.25	%		0.25	%(c)		0.25	%		0.25	%		0.25	%		0.26	%
Ratio of net investment income to average net assets		2.41	%		2.86	%(c)		1.67	%		2.27	%		2.64	%		2.12	%
Portfolio turnover rate		7	%		4	%(b)		15	%		22	%		17	%		25	%

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 77

Financial highlights	continued
Lifecycle 2025 Fund § For the period or year ended

	Institutional Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08			9/30/07		‡
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$9.83			$8.78			$8.17			$8.41			$10.93			$10.00
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.25			0.19			0.14			0.16			0.26			0.11
Net realized and unrealized gain
(loss) on total investments		(0.67	)		1.11			0.65			(0.17	)		(2.37	)		0.82
Total gain (loss) from investment
operations		(0.42	)		1.30			0.79			(0.01	)		(2.11	)		0.93
Less distributions from:
Net investment income		(0.27	)		(0.25	)		(0.18	)		(0.17	)		(0.33	)		—
Net realized gains		(0.14	)		—			—			(0.06	)		(0.08	)		—
Total distributions		(0.41	)		(0.25	)		(0.18	)		(0.23	)		(0.41	)		—
Net asset value, end of period		$9.00			$9.83			$8.78			$8.17			$8.41			$10.93
TOTAL RETURN		(4.00	)%		15.01	%(b)		9.76	%		0.37	%		(20.04	)%		9.30	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$403,396			$166,006			$50,809			$17,434			$5,096			$2,204
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.13	%		0.15	%(c)		0.16	%		0.22	%		0.19	%		0.38	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.00	%		0.00	%(c)		0.00	%		0.00	%		0.00	%		0.00	%(c)
Ratio of net investment income
to average net assets		2.76	%		3.02	%(c)		1.72	%		2.21	%		2.63	%		1.45	%(c)
Portfolio turnover rate		7	%		4	%(b)		15	%		22	%		17	%		25	%

78 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Financial highlights concluded

Lifecycle 2025 Fund § For the period or year ended

	Premier Class
	5/31/12			5/31/11		†	9/30/10			9/30/09		§
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period		$9.80			$8.76			$8.17			$8.17
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.24			0.20			0.08			0.00	(d)
Net realized and unrealized gain (loss) on total investments		(0.66	)		1.08			0.68			—
Total gain (loss) from investment operations		(0.42	)		1.28			0.76			0.00	(d)
Less distributions from:
Net investment income		(0.26	)		(0.24	)		(0.17	)		—
Net realized gains		(0.14	)		—			—			—
Total distributions		(0.40	)		(0.24	)		(0.17	)		—
Net asset value, end of period		$8.98			$9.80			$8.76			$8.17
TOTAL RETURN		(4.01	)%		14.88	%(b)		9.47	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period or year (in thousands)		$181,859			$84,577			$36,184			$250
Ratio of expenses to average net assets before expense waiver and reimbursement (e)		0.28	%		0.30	%(c)		0.31	%		220.71	%(c)
Ratio of expenses to average net assets after expense waiver and reimbursement (e)		0.15	%		0.15	%(c)		0.15	%		0.15	%(c)
Ratio of net investment income to average net assets		2.65	%		3.13	%(c)		0.97	%		0.00	%(c)
Portfolio turnover rate		7	%		4	%(b)		15	%		22	%

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying Funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.46%, 0.43% and 0.43%, respectively.
§	The Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.
‡	The Institutional Class commenced operations on January 17, 2007.

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 79

Financial highlights

Lifecycle 2030 Fund § For the period or year ended

	Retirement Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08			9/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$11.40			$10.01			$9.28			$9.65			$12.81			$11.30
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.24			0.20			0.14			0.16			0.28			0.24
Net realized and unrealized gain
(loss) on total investments		(0.87	)		1.40			0.73			(0.34	)		(3.03	)		1.55
Total gain (loss) from investment
operations		(0.63	)		1.60			0.87			(0.18	)		(2.75	)		1.79
Less distributions from:
Net investment income		(0.22	)		(0.21	)		(0.14	)		(0.15	)		(0.32	)		(0.26	)
Net realized gains		(0.11	)		—			—			(0.04	)		(0.09	)		(0.02	)
Total distributions		(0.33	)		(0.21	)		(0.14	)		(0.19	)		(0.41	)		(0.28	)
Net asset value, end of period		$10.44			$11.40			$10.01			$9.28			$9.65			$12.81
TOTAL RETURN		(5.40	)%		16.12	%(b)		9.51	%		(1.41	)%		(22.21	)%		16.07	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$599,240			$717,292			$607,051			$429,188			$222,388			$128,768
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.43	%		0.45	%(c)		0.46	%		0.52	%		0.50	%		0.55	%
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.25	%		0.25	%(c)		0.25	%		0.25	%		0.25	%		0.26	%
Ratio of net investment income
to average net assets		2.27	%		2.74	%(c)		1.50	%		2.05	%		2.43	%		1.94	%
Portfolio turnover rate		5	%		4	%(b)		14	%		18	%		17	%		29	%

80 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Financial highlights	continued
Lifecycle 2030 Fund § For the period or year ended

	Institutional Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08			9/30/07		‡
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$9.61			$8.47			$7.87			$8.22			$10.96			$10.00
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.23			0.18			0.12			0.14			0.26			0.02
Net realized and unrealized gain
(loss) on total investments		(0.75	)		1.19			0.64			(0.28	)		(2.58	)		0.94
Total gain (loss) from investment
operations		(0.52	)		1.37			0.76			(0.14	)		(2.32	)		0.96
Less distributions from:
Net investment income		(0.25	)		(0.23	)		(0.16	)		(0.17	)		(0.33	)		–
Net realized gains		(0.11	)		–			–			(0.04	)		(0.09	)		–
Total distributions		(0.36	)		(0.23	)		(0.16	)		(0.21	)		(0.42	)		–
Net asset value, end of period		$8.73			$9.61			$8.47			$7.87			$8.22			$10.96
TOTAL RETURN		(5.25	)%		16.41	%(b)		9.80	%		(1.14	)%		(21.99	)%		9.60	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$407,473			$166,564			$45,757			$15,396			$4,003			$1,735
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.13	%		0.15	%(c)		0.16	%		0.22	%		0.19	%		0.46	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.00	%		0.00	%(c)		0.00	%		0.00	%		0.00	%		0.00	%(c)
Ratio of net investment income
to average net assets		2.63	%		2.90	%(c)		1.52	%		2.11	%		2.68	%		0.33	%(c)
Portfolio turnover rate		5	%		4	%(b)		14	%		18	%		17	%		29	%

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 81

Financial highlights	concluded
Lifecycle 2030 Fund § For the period or year ended

	Premier Class
	5/31/12			5/31/11		†	9/30/10			9/30/09		§
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$9.58			$8.45			$7.87			$7.87
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.22			0.18			0.06			0.00	(d)
Net realized and unrealized gain
(loss) on total investments		(0.74	)		1.18			0.68			—
Total gain (loss) from investment
operations		(0.52	)		1.36			0.74			0.00	(d)
Less distributions from:
Net investment income		(0.24	)		(0.23	)		(0.16	)		—
Net realized gains		(0.11	)		—			—			—
Total distributions		(0.35	)		(0.23	)		(0.16	)		—
Net asset value, end of period		$8.71			$9.58			$8.45			$7.87
TOTAL RETURN		(5.26	)%		16.28	%(b)		9.50	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$180,029			$84,355			$32,600			$250
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.28	%		0.30	%(c)		0.31	%		220.71	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.15	%		0.15	%(c)		0.15	%		0.15	%(c)
Ratio of net investment income
to average net assets		2.53	%		3.02	%(c)		0.75	%		0.00	%(c)
Portfolio turnover rate		5	%		4	%(b)		14	%		18	%

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying Funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.47%, 0.44% and 0.44%, respectively.
§	The Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.
‡	The Institutional Class commenced operations on January 17, 2007.

82 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Financial highlights

Lifecycle 2035 Fund § For the period or year ended

	Retirement Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08			9/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period		$11.51			$9.96			$9.24			$9.68			$12.98			$11.38
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.22			0.19			0.13			0.14			0.25			0.21
Net realized and unrealized gain (loss) on total investments		(1.01	)		1.55			0.72			(0.38	)		(3.16	)		1.68
Total gain (loss) from investment operations		(0.79	)		1.74			0.85			(0.24	)		(2.91	)		1.89
Less distributions from:
Net investment income		(0.20	)		(0.19	)		(0.13	)		(0.16	)		(0.31	)		(0.27	)
Net realized gains		(0.10	)		—			—			(0.04	)		(0.08	)		(0.02	)
Total distributions		(0.30	)		(0.19	)		(0.13	)		(0.20	)		(0.39	)		(0.29	)
Net asset value, end of period		$10.42			$11.51			$9.96			$9.24			$9.68			$12.98
TOTAL RETURN		(6.68	)%		17.68	%(b)		9.33	%		(1.94	)%		(23.10	)%		16.91	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period or year (in thousands)		$594,181			$716,085			$598,803			$421,832			$197,256			$102,014
Ratio of expenses to average net assets before expense waiver and reimbursement (e)		0.43	%		0.45	%(c)		0.46	%		0.51	%		0.51	%		0.60	%
Ratio of expenses to average net assets after expense waiver and reimbursement (e)		0.25	%		0.25	%(c)		0.25	%		0.25	%		0.25	%		0.26	%
Ratio of net investment income to average net assets		2.10	%		2.61	%(c)		1.33	%		1.86	%		2.22	%		1.72	%
Portfolio turnover rate		4	%		7	%(b)		11	%		15	%		17	%		24	%

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 83

Financial highlights continued

Lifecycle 2035 Fund § For the period or year ended

	Institutional Class
		5/31/12		5/31/11	†	9/30/10		9/30/09		9/30/08		9/30/07	‡
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$9.59		$8.34		$7.75		$8.16		$11.00		$10.00
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.22		0.17		0.11		0.12		0.23		0.07
Net realized and unrealized gain
(loss) on total investments		(0.87	)	1.30		0.63		(0.31	)	(2.66	)	0.93
Total gain (loss) from investment
operations		(0.65	)	1.47		0.74		(0.19	)	(2.43	)	1.00
Less distributions from:
Net investment income		(0.23	)	(0.22	)	(0.15	)	(0.18	)	(0.33	)	–
Net realized gains		(0.10	)	–		–		(0.04	)	(0.08	)	–
Total distributions		(0.33	)	(0.22	)	(0.15	)	(0.22	)	(0.41	)	–
Net asset value, end of period		$8.61		$9.59		$8.34		$7.75		$8.16		$11.00
TOTAL RETURN		(6.55	)%	17.84	%(b)	9.67	%	(1.67	)%	(22.94	)%	10.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$406,001		$170,381		$42,535		$14,247		$3,569		$1,432
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.13	%	0.15	%(c)	0.16	%	0.21	%	0.21	%	0.55	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.00	%	0.00	%(c)	0.00	%	0.00	%	0.00	%	0.00	%(c)
Ratio of net investment income
to average net assets		2.47	%	2.76	%(c)	1.33	%	1.87	%	2.35	%	0.90	%(c)
Portfolio turnover rate		4	%	7	%(b)	11	%	15	%	17	%	24	%

84 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Financial highlights	concluded
Lifecycle 2035 Fund § For the period or year ended

	Premier Class
	5/31/12		5/31/11	†	9/30/10		9/30/09	§
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period	$9.57		$8.33		$7.75		$7.75
Gain (loss) from investment operations:
Net investment income
(loss) (a)	0.21		0.17		0.04		0.00	(d)
Net realized and unrealized gain
(loss) on total investments	(0.86	)	1.28		0.69		–
Total gain (loss) from investment
operations	(0.65	)	1.45		0.73		0.00	(d)
Less distributions from:
Net investment income	(0.22	)	(0.21	)	(0.15	)	–
Net realized gains	(0.10	)	–		–		–
Total distributions	(0.32	)	(0.21	)	(0.15	)	–
Net asset value, end of period	$8.60		$9.57		$8.33		$7.75
TOTAL RETURN	(6.55	)%	17.68	%(b)	9.50	%	0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)	$180,502		$85,514		$37,314		$250
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)	0.28	%	0.30	%(c)	0.31	%	220.71	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)	0.15	%	0.15	%(c)	0.15	%	0.15	%(c)
Ratio of net investment income
to average net assets	2.37	%	2.85	%(c)	0.51	%	0.00	%(c)
Portfolio turnover rate	4	%	7	%(b)	11	%	15	%

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying Funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.48%, 0.45% and 0.45%, respectively.
§	The Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.
‡	The Institutional Class commenced operations on January 17, 2007.

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 85

Financial highlights

Lifecycle 2040 Fund § For the period or year ended

	Retirement Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08			9/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$11.73			$10.14			$9.40			$9.83			$13.16			$11.45
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.22			0.19			0.13			0.15			0.26			0.20
Net realized and unrealized gain
(loss) on total investments		(1.06	)		1.60			0.75			(0.38	)		(3.21	)		1.82
Total gain (loss) from investment
operations		(0.84	)		1.79			0.88			(0.23	)		(2.95	)		2.02
Less distributions from:
Net investment income		(0.20	)		(0.20	)		(0.14	)		(0.16	)		(0.31	)		(0.28	)
Net realized gains		(0.12	)		–			–			(0.04	)		(0.07	)		(0.03	)
Total distributions		(0.32	)		(0.20	)		(0.14	)		(0.20	)		(0.38	)		(0.31	)
Net asset value, end of period		$10.57			$11.73			$10.14			$9.40			$9.83			$13.16
TOTAL RETURN		(7.00	)%		17.81	%(b)		9.42	%		(1.91	)%		(23.09	)%		17.93	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$857,435			$1,070,202			$893,915			$639,490			$285,171			$141,996
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.43	%		0.45	%(c)		0.45	%		0.50	%		0.48	%		0.57	%
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.25	%		0.25	%(c)		0.25	%		0.25	%		0.25	%		0.26	%
Ratio of net investment income
to average net assets		2.05	%		2.60	%(c)		1.35	%		1.84	%		2.21	%		1.59	%
Portfolio turnover rate		5	%		8	%(b)		10	%		14	%		16	%		18	%

86 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Financial highlights	continued
Lifecycle 2040 Fund § For the period or year ended

	Institutional Class
		5/31/12		5/31/11	†	9/30/10		9/30/09		9/30/08		9/30/07	‡
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$9.67		$8.40		$7.81		$8.21		$11.04		$10.00
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.22		0.17		0.11		0.12		0.23		0.06
Net realized and unrealized gain
(loss) on total investments		(0.89	)	1.32		0.63		(0.31	)	(2.67	)	0.98
Total gain (loss) from investment
operations		(0.67	)	1.49		0.74		(0.19	)	(2.44	)	1.04
Less distributions from:
Net investment income		(0.23	)	(0.22	)	(0.15	)	(0.17	)	(0.32	)	–
Net realized gains		(0.12	)	–		–		(0.04	)	(0.07	)	–
Total distributions		(0.35	)	(0.22	)	(0.15	)	(0.21	)	(0.39	)	–
Net asset value, end of period		$8.65		$9.67		$8.40		$7.81		$8.21		$11.04
TOTAL RETURN		(6.71	)%	18.01	%(b)	9.65	%	(1.66	)%	(22.87	)%	10.40	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$526,001		$221,307		$60,554		$21,359		$5,714		$2,414
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.13	%	0.15	%(c)	0.15	%	0.20	%	0.18	%	0.44	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.00	%	0.00	%(c)	0.00	%	0.00	%	0.00	%	0.00	%(c)
Ratio of net investment income
to average net assets		2.44	%	2.79	%(c)	1.32	%	1.86	%	2.39	%	0.78	%(c)
Portfolio turnover rate		5	%	8	%(b)	10	%	14	%	16	%	18	%

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 87

Financial highlights	concluded
Lifecycle 2040 Fund § For the period or year ended

	Premier Class
	5/31/12			5/31/11		†	9/30/10			9/30/09		§
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$9.66			$8.40			$7.81			$7.81
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.21			0.17			0.04			0.00	(d)
Net realized and unrealized gain
(loss) on total investments		(0.90	)		1.31			0.70			–
Total gain (loss) from investment
operations		(0.69	)		1.48			0.74			0.00	(d)
Less distributions from:
Net investment income		(0.22	)		(0.22	)		(0.15	)		–
Net realized gains		(0.12	)		–			–			–
Total distributions		(0.34	)		(0.22	)		(0.15	)		–
Net asset value, end of period		$8.63			$9.66			$8.40			$7.81
TOTAL RETURN		(6.92	)%		17.83	%(b)		9.61	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$261,785			$125,013			$49,852			$250
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.28	%		0.30	%(c)		0.31	%		220.71	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.15	%		0.15	%(c)		0.15	%		0.15	%(c)
Ratio of net investment income
to average net assets		2.34	%		2.81	%(c)		0.50	%		0.00	%(c)
Portfolio turnover rate		5	%		8	%(b)		10	%		14	%

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying Funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.49%, 0.45% and 0.45%, respectively.
§	The Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.
‡	The Institutional Class commenced operations on January 17, 2007.

88 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Financial highlights

Lifecycle 2045 Fund § For the period or year ended

	Retirement Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08		**
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$8.90			$7.70			$7.14			$7.56			$10.00
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.17			0.14			0.09			0.07			0.16
Net realized and unrealized gain
(loss) on total investments		(0.81	)		1.21			0.57			(0.33	)		(2.38	)
Total gain (loss) from investment
operations		(0.64	)		1.35			0.66			(0.26	)		(2.22	)
Less distributions from:
Net investment income		(0.16	)		(0.15	)		(0.10	)		(0.12	)		(0.22	)
Net realized gains		–			–			–			(0.04	)		–
Total distributions		(0.16	)		(0.15	)		(0.10	)		(0.16	)		(0.22	)
Net asset value, end of period		$8.10			$8.90			$7.70			$7.14			$7.56
TOTAL RETURN		(7.03	)%		17.65	%(b)		9.32	%		(2.93	)%		(22.69	)%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$155,417			$130,113			$84,309			$30,587			$3,287
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.48	%		0.49	%(c)		0.64	%		0.98	%		6.60	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.25	%		0.25	%(c)		0.25	%		0.25	%		0.25	%(c)
Ratio of net investment income
to average net assets		2.08	%		2.40	%(c)		1.17	%		1.21	%		2.23	%(c)
Portfolio turnover rate		9	%		8	%(b)		18	%		8	%		27	%(b)

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 89

Financial highlights	continued
Lifecycle 2045 Fund § For the period or year ended

	Institutional Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08		**
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$8.94			$7.73			$7.16			$7.57			$10.00
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.20			0.13			0.09			0.12			0.26
Net realized and unrealized gain
(loss) on total investments		(0.82	)		1.24			0.59			(0.37	)		(2.47	)
Total gain (loss) from investment
operations		(0.62	)		1.37			0.68			(0.25	)		(2.21	)
Less distributions from:
Net investment income		(0.18	)		(0.16	)		(0.11	)		(0.12	)		(0.22	)
Net realized gains		–			–			–			(0.04	)		–
Total distributions		(0.18	)		(0.16	)		(0.11	)		(0.16	)		(0.22	)
Net asset value, end of period		$8.14			$8.94			$7.73			$7.16			$7.57
TOTAL RETURN		(6.77	)%		17.92	%(b)		9.58	%		(2.68	)%		(22.57	)%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$115,021			$39,323			$7,970			$2,039			$780
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.17	%		0.19	%(c)		0.35	%		0.70	%		6.40	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.00	%		0.00	%(c)		0.00	%		0.00	%		0.00	%(c)
Ratio of net investment income
to average net assets		2.36	%		2.36	%(c)		1.29	%		1.95	%		3.55	%(c)
Portfolio turnover rate		9	%		8	%(b)		18	%		8	%		27	%(b)

90 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Financial highlights	concluded
Lifecycle 2045 Fund § For the period or year ended

	Premier Class
	5/31/12			5/31/11		†	9/30/10			9/30/09	§
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$8.92			$7.72			$7.16		$7.16
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.19			0.14			0.06		0.00	(d)
Net realized and unrealized gain
(loss) on total investments		(0.81	)		1.22			0.61		–
Total gain (loss) from investment
operations		(0.62	)		1.36			0.67		0.00	(d)
Less distributions from:
Net investment income		(0.18	)		(0.16	)		(0.11	)	–
Net realized gains		–			–			–		–
Total distributions		(0.18	)		(0.16	)		(0.11	)	–
Net asset value, end of period		$8.12			$8.92			$7.72		$7.16
TOTAL RETURN		(6.87	)%		17.76	%(b)		9.39	%	0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$38,862			$14,136			$2,975		$250
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.32	%		0.34	%(c)		0.50	%	220.71	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.15	%		0.15	%(c)		0.15	%	0.15	%(c)
Ratio of net investment income
to average net assets		2.22	%		2.42	%(c)		0.79	%	0.00	%(c)
Portfolio turnover rate		9	%		8	%(b)		18	%	8	%

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying Funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.49%, 0.46% and 0.45%, respectively.
**	The Fund commenced operations on November 30, 2007.
§	The Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 91

Financial highlights

Lifecycle 2050 Fund § For the period or year ended

	Retirement Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08		**
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$8.86			$7.71			$7.15			$7.62			$10.00
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.17			0.13			0.09			0.08			0.20
Net realized and unrealized gain
(loss) on total investments		(0.80	)		1.23			0.57			(0.42	)		(2.36	)
Total gain (loss) from investment
operations		(0.63	)		1.36			0.66			(0.34	)		(2.16	)
Less distributions from:
Net investment income		(0.16	)		(0.15	)		(0.10	)		(0.13	)		(0.22	)
Net realized gains		–			(0.06	)		–			0.00	(d)		–
Total distributions		(0.16	)		(0.21	)		(0.10	)		(0.13	)		(0.22	)
Net asset value, end of period		$8.07			$8.86			$7.71			$7.15			$7.62
TOTAL RETURN		(6.97	)%		17.79	%(b)		9.38	%		(4.08	)%		(22.08	)%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$85,178			$69,466			$40,745			$14,383			$1,973
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.52	%		0.53	%(c)		0.83	%		1.45	%		7.70	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.25	%		0.25	%(c)		0.25	%		0.25	%		0.25	%(c)
Ratio of net investment income
to average net assets		2.06	%		2.36	%(c)		1.16	%		1.35	%		2.75	%(c)
Portfolio turnover rate		6	%		8	%(b)		24	%		18	%		73	%(b)

92 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Financial highlights	continued
Lifecycle 2050 Fund § For the period or year ended

	Institutional Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08		**
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$8.90			$7.75			$7.18			$7.64			$10.00
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.20			0.14			0.10			0.12			0.27
Net realized and unrealized gain
(loss) on total investments		(0.81	)		1.23			0.58			(0.45	)		(2.41	)
Total gain (loss) from investment
operations		(0.61	)		1.37			0.68			(0.33	)		(2.14	)
Less distributions from:
Net investment income		(0.18	)		(0.16	)		(0.11	)		(0.13	)		(0.22	)
Net realized gains		–			(0.06	)		–			0.00	(d)		–
Total distributions		(0.18	)		(0.22	)		(0.11	)		(0.13	)		(0.22	)
Net asset value, end of period		$8.11			$8.90			$7.75			$7.18			$7.64
TOTAL RETURN		(6.72	)%		17.89	%(b)		9.63	%		(3.81	)%		(21.86	)%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$59,624			$19,661			$5,599			$1,633			$783
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.21	%		0.24	%(c)		0.54	%		1.18	%		7.46	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.00	%		0.00	%(c)		0.00	%		0.00	%		0.00	%(c)
Ratio of net investment income
to average net assets		2.37	%		2.38	%(c)		1.35	%		2.04	%		3.55	%(c)
Portfolio turnover rate		6	%		8	%(b)		24	%		18	%		73	%(b)

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 93

Financial highlights	concluded
Lifecycle 2050 Fund § For the period or year ended

	Premier Class
	5/31/12			5/31/11		†	9/30/10			9/30/09		§
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$8.89			$7.74			$7.18			$7.18
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.18			0.13			0.08			0.00	(d)
Net realized and unrealized gain
(loss) on total investments		(0.81	)		1.24			0.59			–
Total gain (loss) from investment
operations		(0.63	)		1.37			0.67			0.00	(d)
Less distributions from:
Net investment income		(0.17	)		(0.16	)		(0.11	)		–
Net realized gains		–			(0.06	)		–			–
Total distributions		(0.17	)		(0.22	)		(0.11	)		–
Net asset value, end of period		$8.09			$8.89			$7.74			$7.18
TOTAL RETURN		(6.93	)%		17.86	%(b)		9.45	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$21,343			$6,904			$1,100			$250
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		0.36	%		0.39	%(c)		0.70	%		220.71	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.15	%		0.15	%(c)		0.15	%		0.15	%(c)
Ratio of net investment income
to average net assets		2.21	%		2.37	%(c)		1.09	%		0.00	%(c)
Portfolio turnover rate		6	%		8	%(b)		24	%		18	%

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying Funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.49%, 0.46% and 0.45%, respectively.
**	The Fund commenced operations on November 30, 2007.
§	The Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.

94 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Financial highlights

Lifecycle 2055 Fund § For the period or year ended

	Retirement Class						Institutional Class
	5/31/12			5/31/11**			5/31/12			5/31/11		**
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$9.85			$10.00			$9.85			$10.00
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.19			0.00	(d)		0.20			0.00	(d)
Net realized and unrealized loss
on total investments		(0.87	)		(0.15	)		(0.86	)		(0.15	)
Total loss from investment
operations		(0.68	)		(0.15	)		(0.66	)		(0.15	)
Less distributions from:
Net investment income		(0.18	)		–			(0.19	)		–
Net realized gains		0.00	(d)		–			0.00	(d)		–
Total distributions		(0.18	)		–			(0.19	)		–
Net asset value, end of period		$8.99			$9.85			$9.00			$9.85
TOTAL RETURN		(6.79	)%		(1.50	)%(b)		(6.55	)%		(1.50	)%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$10,725			$7,877			$2,072			$985
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		1.41	%		8.55	%(c)		1.12	%		8.94	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.25	%		0.25	%(c)		0.00	%		0.00	%(c)
Ratio of net investment income
to average net assets		2.02	%		0.23	%(c)		2.24	%		0.48	%(c)
Portfolio turnover rate		44	%		1	%(b)		44	%		1	%(b)

See notes to financial statements TIAA-CREF Lifecycle Funds § 2012 Annual Report 95

Financial highlights	concluded
Lifecycle 2055 Fund § For the period or year ended

	Premier Class
	5/31/12			5/31/11		**
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$9.85			$10.00
Gain (loss) from investment operations:
Net investment income
(loss) (a)		0.20			0.00	(d)
Net realized and unrealized loss
on total investments		(0.88	)		(0.15	)
Total loss from investment
operations		(0.68	)		(0.15	)
Less distributions from:
Net investment income		(0.18	)		–
Net realized gains		0.00	(d)		–
Total distributions		(0.18	)		–
Net asset value, end of period		$8.99			$9.85
TOTAL RETURN		(6.73	)%		(1.50	)%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$1,335			$985
Ratio of expenses to average
net assets before expense
waiver and reimbursement (e)		1.28	%		9.09	%(c)
Ratio of expenses to average
net assets after expense
waiver and reimbursement (e)		0.15	%		0.15	%(c)
Ratio of net investment income
to average net assets		2.17	%		0.33	%(c)
Portfolio turnover rate		44	%		1	%(b)

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying Funds for the periods ended May 31, 2012 and May 31, 2011 were 0.49% and 0.48%, respectively.
**	The Fund commenced operations on April 29, 2011.

96 2012 Annual Report § TIAA-CREF Lifecycle Funds See notes to financial statements

Notes to financial statements

TIAA-CREF Lifecycle Funds

Note 1—organization and significant accounting policies

The Lifecycle Funds (the “Funds,” each individually referred to as a “Fund”) are a sub-family of mutual funds offered by the TIAA-CREF Funds (the “Trust”), a Delaware statutory trust, that was organized on April 15, 1999 and is registered with the Securities and Exchange Commission (“Commission”) under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company.

Each Fund is a “fund of funds” that diversifies its assets by investing in Institutional Class shares of other funds of the Trust and potentially other investment pools or investment products. The Funds offer their shares, without a sales load, through their principal underwriter, Teachers Personal Investors Services, Inc. (“TPIS”), which is a wholly owned indirect subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”). Teachers Advisors Inc. (“Advisors”), a wholly owned indirect subsidiary of TIAA, which is registered with the Commission as an investment adviser, provides investment management services for the Funds. The Funds offer up to four share classes, although any one Fund may not necessarily offer all four classes. The Funds may offer Institutional, Retirement, Retail and Premier Classes of shares. Each class differs by the allocation of class-specific expenses and voting rights in matters affecting a single class.

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which may require the use of estimates made by management and the evaluation of subsequent events. Actual results may differ from those estimates. The Net Asset Value per share (“NAV”) for financial reporting purposes may differ from the NAV for processing transactions. The NAV for financial reporting purposes includes security and shareholder transactions through the date of the report. Total return is computed based on the NAV used for processing transactions. The following is a summary of the significant accounting policies consistently followed by the Funds.

Security valuation: The Funds’ investments in securities are recorded at their estimated fair value as described in the valuation of investments note to the financial statements.

Investments and investment income: Securities transactions are accounted for as of the trade date for financial reporting purposes. Dividends and distributions from the affiliated investment companies are recorded on the ex-dividend date. Dividends from the affiliated investment companies are recorded as dividend income, while capital gain distributions are recorded as gain distributions from investments in affiliated investment companies on the Statements of Operations. Realized gains and losses on sales from investments in affiliated and unaffiliated investment companies are based upon the specific identification method.

Income and expenses of a Fund are allocated on a pro rata basis to each class of shares of the Fund, except for service agreement fees, distribution fees and transfer agency fees and expenses, which are unique to each class of shares. Most expenses of the Trust can be directly attributed to a fund. Expenses that cannot be directly attributed are allocated to each fund in the Trust based upon the average net assets of each fund.

TIAA-CREF Lifecycle Funds § 2012 Annual Report 97

Notes to financial statements

Distributions to shareholders: Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date.

Income taxes: The Funds intend to continue to qualify as regulated investment companies under Subchapter M of the Internal Revenue Code (“Code”) and will not be subject to income taxes to the extent that they distribute all taxable income each year and comply with various other Code requirements. Therefore, no federal income tax provision is required. Management has analyzed the Funds’ tax positions taken for all open federal income tax years (2008 – 2012) and has concluded that no provision for federal income tax is required in the Funds’ financial statements.

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. GAAP. Reclassifications are made to a Fund’s capital accounts for permanent tax differences to reflect income and gains available for distribution (or available capital loss carryforwards) under income tax regulations.

For the year ended May 31, 2012, permanent book and tax differences resulting primarily from non-deductible distribution fees were identified and reclassified among the components of the Funds’ net assets. Net investment income and net realized gains (losses), as disclosed on the Statement of Operations, and net assets were not affected by these reclassifications.

Trustee compensation: The Funds pay the members of the Board of Trustees (“Board”), all of whom are independent, certain remuneration for their services, plus travel and other expenses. Trustees may elect to participate in a deferred compensation plan and defer all or a portion of their compensation. In addition, trustees participate in a long-term compensation plan. Amounts deferred are retained by the Funds until paid. The investment of deferred amounts and the offsetting payable to the trustees are included in other assets and accrued expenses and other payables in the accompanying Statements of Assets and Liabilities. Trustees’ fees, including any deferred and long-term compensation incurred, are reflected in the Statements of Operations.

Note 2—valuation of investments

Portfolio investments are valued at fair value utilizing various valuation methods approved by the Board. U.S. GAAP establishes a hierarchy that prioritizes market inputs to valuation methods. The three levels of inputs are:

• Level 1 – quoted prices in active markets for identical securities

• Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

• Level 3 – significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other

98 2012 Annual Report § TIAA-CREF Lifecycle Funds

continued

characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

A description of the valuation techniques applied to the Funds’ major categories of assets and liabilities measured at fair value follows:

Investments in registered investment companies: These investments are valued at net asset value on the valuation date. These investments are categorized in Level 1 of the fair value hierarchy.

Transfers between levels are recognized at the end of the reporting period. For the year ended May 31, 2012, there were no significant transfers between levels by the Funds.

As of May 31, 2012, all of the investments in the Lifecycle Funds were valued based on Level 1 inputs.

Note 3—investment adviser and affiliates

Under the terms of its Investment Management Agreement, each Fund pays Advisors a monthly fee based on the annual rate of 0.10% of the Fund’s average daily net assets for the management of the Fund’s investment portfolio. Advisors has contractually agreed to waive its 0.10% management fee on each Lifecycle Fund through at least September 30, 2013. The Funds have entered into an Administrative Service Agreement with Advisors under which the Funds pay Advisors for its costs in providing certain administrative and operational oversight services to the Funds.

Under the terms of a Retirement Class Service Agreement with respect to each Fund, the Retirement Class of the Fund pays Advisors a monthly fee based on the annual rate of 0.25% of a Fund’s average daily net assets attributable to Retirement Class shares of a Fund for providing certain administrative services related to the maintenance of Retirement Class shares on retirement plan or other platforms.

Under the terms of the distribution Rule 12b-1 plans, the Retirement Class of each Fund reimburses TPIS for amounts incurred up to 0.05% of average daily net assets to distribute the Retirement Class of each Fund and up to 0.25% of average daily net assets to distribute the Retail Class of the Retirement Income Fund. However, TPIS has agreed not to seek any reimbursements under the distribution Rule 12b-1 plan from the Retirement Class through September 30, 2013. This agreement may be terminated before this date with the approval of the Board. The Premier Class of the Funds are subject to a distribution Rule 12b-1 plan that compensates TPIS for providing distribution, promotional and/or shareholder services to the Premier Class at the annual rate of 0.15% of average daily net assets attributable to the Premier Class shares.

TIAA-CREF Lifecycle Funds § 2012 Annual Report 99

Notes to financial statements

Certain affiliated entities may pay Fund expenses on behalf of the Funds. The Funds reimburse the affiliated entities for any such payment. Amounts owed to Fund affiliates for payment of Fund expenses are disclosed as part of due to affiliates on the Statements of Assets and Liabilities.

Advisors has agreed to reimburse each Fund if its total expense ratio (excluding interest, taxes, brokerage and other transactional expenses, acquired fund fees and expenses and extraordinary expenses) exceeds 0.25% of average daily net assets for the Retirement Class shares; 0.15% of average daily net assets for the Premier Class shares; 0.00% of average daily net assets for the Institutional Class shares; and 0.25% of average daily net assets for the Retail Class shares of the Retirement Income Fund. The expense reimbursement arrangements will continue through at least September 30, 2013, unless changed with approval of the Board.

At the commencement of operations of each Fund, TIAA, an affiliate, invested in each Fund. In addition, a registered separate account of TIAA also has various sub-accounts that invest in the Funds. The following is the percentage of the Funds’ shares owned by TIAA, an affiliate, and its registered separate account (collectively, “TIAA Access”), as of May 31, 2012:

Fund	TIAA			TIAA Access
Lifecycle Retirement Income		–	%		11	%
Lifecycle 2010		–			6
Lifecycle 2015		–			7
Lifecycle 2020		–			7
Lifecycle 2025		–			7
Lifecycle 2030		–			7
Lifecycle 2035		–			7
Lifecycle 2040		–			6
Lifecycle 2045		–			10
Lifecycle 2050		–			12
Lifecycle 2055		65			–

Investments in other investment companies advised by Advisors are deemed to be affiliated investments. The Funds invest their assets in Institutional Class shares of the affiliated TIAA-CREF Funds. Information regarding transactions with affiliated companies is as follows:

100 2012 Annual Report § TIAA-CREF Lifecycle Funds

continued

Issue	Value at May 31, 2011		Purchase cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2012
Lifecycle Retirement Income
TIAA-CREF Bond	$	42,076,079	$ 19,201,279		$	4,965,685	$	493,581		$ 2,004,080		$	56,869,254
TIAA-CREF Bond Plus		539,645		234,875		64,127		680			21,903		728,144
TIAA-CREF Emerging Markets Equity		2,708,995		2,182,483		398,358		(58,145	)		22,309		3,734,673
TIAA-CREF Enhanced International
Equity Index		4,167,913		2,742,745		581,543		(51,947	)		139,603		5,229,161
TIAA-CREF Enhanced Large-Cap
Growth Index		6,064,524		3,309,861		1,140,367		257,089			363,398		7,775,068
TIAA-CREF Enhanced Large-Cap
Value Index		5,943,849		2,993,569		854,283		116,885			215,298		7,493,597
TIAA-CREF Global Natural Resources		–		1,559,586		23,956		(2,199	)		672		1,413,126
TIAA-CREF Growth & Income		5,104,813		2,238,868		796,518		14,484			76,088		6,509,409
TIAA-CREF High-Yield		539,454		290,729		91,721		(3,252	)		42,743		727,029
TIAA-CREF Inflation-Linked Bond		10,782,505		4,313,103		1,552,664		39,409			385,404		14,662,899
TIAA-CREF International Equity		4,188,352		3,110,659		836,866		(109,774	)		81,089		5,203,568
TIAA-CREF Large-Cap Growth		6,072,676		2,850,780		1,216,844		43,038			21,339		7,786,059
TIAA-CREF Large-Cap Value		5,953,225		2,885,259		899,606		(92,718	)		101,718		7,494,247
TIAA-CREF Mid-Cap Growth		432,127		263,595		79,131		11,084			–		572,071
TIAA-CREF Mid-Cap Value		470,094		237,431		106,387		(5,150	)		6,939		573,693
TIAA-CREF Short-Term Bond		10,792,838		4,705,023		958,070		57,763			242,396		14,532,392
TIAA-CREF Small-Cap Equity		2,756,781		1,210,680		418,559		48,324			21,438		3,183,353
	$	108,593,870	$ 54,330,525		$	14,984,685	$	759,152		$ 3,746,417		$	144,487,743
Issue	Value at May 31, 2011		Purchase cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2012
Lifecycle 2010
TIAA-CREF Bond	$	235,740,525	$	73,999,220	$	33,519,188	$	4,743,746		$	10,299,419	$	279,194,468
TIAA-CREF Bond Plus		6,241,903		1,459,632		979,129		24,762			225,491		6,902,838
TIAA-CREF Emerging Markets Equity		17,069,308		13,394,226		2,210,315		(66,583	)		147,064		23,471,356
TIAA-CREF Enhanced International
Equity Index		31,525,707		12,704,748		4,068,767		(289,879	)		925,146		32,863,879
TIAA-CREF Enhanced Large-Cap
Growth Index		46,391,505		12,197,637		6,476,431		3,439,329			2,412,658		48,969,552
TIAA-CREF Enhanced Large-Cap
Value Index		45,156,191		12,539,762		6,410,151		2,019,765			1,432,463		47,214,371
TIAA-CREF Global Natural Resources		–		9,667,142		30,707		(1,529	)		4,455		8,885,259
TIAA-CREF Growth & Income		35,384,192		9,970,085		4,114,441		961,138			505,152		40,997,311
TIAA-CREF High-Yield		8,407,104		1,493,531		2,856,959		175,914			444,322		6,896,796
TIAA-CREF Inflation-Linked Bond		41,049,360		13,603,355		6,842,347		896,869			1,405,358		51,846,966
TIAA-CREF International Equity		31,783,263		15,393,470		6,091,457		(1,171,176	)		537,661		32,735,204
TIAA-CREF Large-Cap Growth		41,701,385		11,998,913		5,149,085		1,693,943			141,847		49,083,428
TIAA-CREF Large-Cap Value		41,144,961		14,511,310		5,513,377		251,036			677,809		47,191,020
TIAA-CREF Mid-Cap Growth		3,030,646		1,344,582		483,762		222,351			–		3,607,899
TIAA-CREF Mid-Cap Value		3,319,389		951,412		460,351		80,492			46,022		3,615,514
TIAA-CREF Short-Term Bond		40,936,086		14,966,303		4,444,604		398,504			875,775		51,455,436
TIAA-CREF Small-Cap Equity		20,052,502		4,778,535		2,270,521		915,932			142,499		20,053,659
	$	648,934,027	$	224,973,863	$	91,921,592	$	14,294,614		$	20,223,141	$	754,984,956

TIAA-CREF Lifecycle Funds § 2012 Annual Report 101

Notes to financial statements

Issue	Value at May 31, 2011		Purchase cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2012
Lifecycle 2015
TIAA-CREF Bond	$ 271,186,333		$	106,963,056	$	36,737,259	$	6,201,005		$	12,231,630	$	344,886,177
TIAA-CREF Bond Plus		16,046,513		3,755,564		2,914,965		109,614			570,196		17,341,383
TIAA-CREF Emerging Markets Equity		27,404,227		20,208,776		2,518,264		329,612			231,160		37,498,993
TIAA-CREF Enhanced International
Equity Index		48,176,640		20,416,969		4,656,818		845,623			1,452,734		52,512,508
TIAA-CREF Enhanced Large-Cap
Growth Index		71,289,820		19,133,209		7,192,122		5,717,607			3,782,323		78,287,115
TIAA-CREF Enhanced Large-Cap
Value Index		69,762,914		18,938,559		6,825,221		3,703,860			2,245,605		75,493,597
TIAA-CREF Global Natural Resources		–		15,423,193		16,702		2,416			6,982		14,201,395
TIAA-CREF Growth & Income		55,739,896		14,338,669		4,077,121		1,761,843			792,651		65,548,214
TIAA-CREF High-Yield		17,563,108		4,074,289		4,004,820		456,319			1,110,534		17,284,082
TIAA-CREF Inflation-Linked Bond		37,760,934		15,456,408		5,858,664		1,113,933			1,311,969		51,183,166
TIAA-CREF International Equity		48,705,294		23,989,958		7,388,743		1,190,745			844,009		52,312,484
TIAA-CREF Large-Cap Growth		65,708,441		17,738,305		5,740,519		3,193,958			222,385		78,473,880
TIAA-CREF Large-Cap Value		64,489,100		21,249,404		5,560,162		1,503,616			1,062,893		75,456,052
TIAA-CREF Mid-Cap Growth		4,738,715		1,980,451		495,805		438,946			–		5,771,298
TIAA-CREF Mid-Cap Value		5,186,663		1,418,317		520,342		209,412			72,176		5,783,200
TIAA-CREF Short-Term Bond		37,761,458		16,914,430		3,980,029		433,225			831,218		50,696,413
TIAA-CREF Small-Cap Equity		30,480,280		7,817,744		2,324,264		1,794,332			223,355		32,065,748
	$ 872,000,336		$	329,817,301	$	100,811,820	$	29,006,066		$	26,991,820	$	1,054,795,705
Issue	Value at May 31, 2011		Purchase cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2012
Lifecycle 2020
TIAA-CREF Bond	$	256,367,470	$	121,464,577	$ 38,068,838		$	6,113,111		$	11,810,822	$	343,181,098
TIAA-CREF Bond Plus		38,904,388		11,018,240		7,644,099		303,228			1,395,964		43,405,732
TIAA-CREF Emerging Markets Equity		37,932,020		29,258,601		2,668,122		304,532			329,868		53,685,711
TIAA-CREF Enhanced International
Equity Index		65,963,922		29,335,487		3,967,961		1,016,109			2,047,665		75,193,792
TIAA-CREF Enhanced Large-Cap
Growth Index		97,544,185		27,114,187		5,450,839		6,353,475			5,295,267		112,145,006
TIAA-CREF Enhanced Large-Cap
Value Index		95,400,619		27,015,617		5,281,492		4,111,304			3,138,298		108,110,989
TIAA-CREF Global Natural Resources		–		22,100,754		–		–			9,764		20,327,542
TIAA-CREF Growth & Income		77,413,655		20,401,023		3,171,712		1,714,426			1,108,942		93,897,878
TIAA-CREF High-Yield		29,885,156		10,547,589		4,789,119		763,020			2,147,150		35,000,486
TIAA-CREF Inflation-Linked Bond		24,660,931		13,241,044		3,464,268		654,354			875,377		37,077,450
TIAA-CREF International Equity		66,672,523		33,644,990		7,229,002		1,385,258			1,191,209		74,868,673
TIAA-CREF Large-Cap Growth		91,261,866		24,329,797		4,028,370		2,723,410			312,063		112,370,580
TIAA-CREF Large-Cap Value		89,659,663		29,069,137		3,971,635		1,149,955			1,485,229		108,078,934
TIAA-CREF Mid-Cap Growth		6,564,883		2,743,374		402,931		482,128			–		8,260,924
TIAA-CREF Mid-Cap Value		7,184,527		1,961,084		437,542		185,117			101,889		8,277,794
TIAA-CREF Short-Term Bond		24,667,562		14,649,294		2,540,126		286,042			571,425		36,784,449
TIAA-CREF Small-Cap Equity		41,945,521		11,172,979		1,691,788		1,969,898			313,377		45,929,770
	$	1,052,028,891	$	429,067,774	$ 94,807,844		$	29,515,367		$	32,134,309	$	1,316,596,808

102 2012 Annual Report § TIAA-CREF Lifecycle Funds

continued

Issue	Value at May 31, 2011		Purchase cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2012
Lifecycle 2025
TIAA-CREF Bond	$	172,467,400	$	87,470,412	$	25,436,635	$	4,092,588		$	8,019,996	$	236,825,777
TIAA-CREF Bond Plus		56,934,495		18,383,388		10,334,521		413,689			2,088,059		66,659,149
TIAA-CREF Emerging Markets Equity		41,226,907		29,250,450		1,586,101		140,813			345,505		57,191,768
TIAA-CREF Enhanced International
Equity Index		70,385,401		29,478,309		2,338,360		672,357			2,153,808		80,160,649
TIAA-CREF Enhanced Large-Cap
Growth Index		103,278,406		28,672,242		4,542,590		6,244,256			5,595,770		119,659,241
TIAA-CREF Enhanced Large-Cap
Value Index		100,565,172		28,824,531		4,126,086		3,881,103			3,321,778		115,365,956
TIAA-CREF Global Natural Resources		–		23,591,530		–		–			10,348		21,668,637
TIAA-CREF Growth & Income		82,914,637		20,776,120		2,389,578		1,505,512			1,177,753		100,190,717
TIAA-CREF High-Yield		38,263,172		14,229,833		5,704,118		1,050,335			2,777,245		45,928,409
TIAA-CREF Inflation-Linked Bond		3,335,592		5,979,550		212,827		28,038			146,972		9,644,575
TIAA-CREF International Equity		70,262,223		34,899,056		5,815,686		1,194,178			1,251,039		79,793,965
TIAA-CREF Large-Cap Growth		97,957,314		25,007,426		3,536,236		2,551,816			329,051		119,927,974
TIAA-CREF Large-Cap Value		96,121,353		30,155,898		3,431,066		1,019,414			1,572,040		115,313,518
TIAA-CREF Mid-Cap Growth		7,023,393		2,719,580		208,759		402,524			–		8,814,665
TIAA-CREF Mid-Cap Value		7,681,683		1,944,928		315,513		136,238			107,025		8,831,154
TIAA-CREF Short-Term Bond		3,335,787		6,347,956		130,916		32,278			116,028		9,562,992
TIAA-CREF Small-Cap Equity		44,857,795		11,541,337		1,352,607		1,899,093			330,483		49,011,795
	$	996,610,730	$	399,272,546	$	71,461,599	$	25,264,232		$	29,342,900	$	1,244,550,941
Issue	Value at May 31, 2011		Purchase cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2012
Lifecycle 2030
TIAA-CREF Bond	$	93,891,322	$	54,710,223	$	16,063,267	$	2,302,999		$	4,384,021	$	133,814,039
TIAA-CREF Bond Plus		55,824,948		25,401,660		10,143,621		410,966			2,202,819		72,874,717
TIAA-CREF Emerging Markets Equity		44,477,469		29,451,500		1,136,887		112,369			372,133		60,179,964
TIAA-CREF Enhanced International
Equity Index		75,809,820		29,438,267		2,250,278		734,144			2,294,085		84,362,509
TIAA-CREF Enhanced Large-Cap
Growth Index		109,657,250		28,919,192		3,550,346		6,174,633			5,954,898		126,677,835
TIAA-CREF Enhanced Large-Cap
Value Index		106,899,589		28,965,501		3,026,196		3,764,622			3,526,319		122,151,561
TIAA-CREF Global Natural Resources		–		24,890,540		–		–			10,973		22,828,845
TIAA-CREF Growth & Income		89,670,997		19,482,306		1,698,180		1,338,896			1,255,103		106,084,339
TIAA-CREF High-Yield		37,285,765		18,030,515		5,974,611		1,158,258			2,859,147		48,500,716
TIAA-CREF International Equity		76,473,084		34,472,567		5,896,873		1,603,484			1,332,620		84,005,634
TIAA-CREF Large-Cap Growth		105,989,107		23,679,119		3,001,717		2,427,280			349,760		126,964,163
TIAA-CREF Large-Cap Value		104,006,975		28,544,834		2,185,463		668,223			1,667,217		122,061,236
TIAA-CREF Mid-Cap Growth		7,588,348		2,724,796		133,436		385,779			–		9,386,608
TIAA-CREF Mid-Cap Value		8,296,468		1,897,750		314,216		140,998			113,842		9,353,064
TIAA-CREF Small-Cap Equity		48,428,354		10,998,929		988,581		1,851,811			351,432		51,889,989
	$	964,299,496	$	361,607,699	$	56,363,672	$	23,074,462		$	26,674,369	$	1,181,135,219

TIAA-CREF Lifecycle Funds § 2012 Annual Report 103

Notes to financial statements

Issue	Value at May 31, 2011		Purchase cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2012
Lifecycle 2035
TIAA-CREF Bond	$	15,679,036	$	22,898,767	$	2,148,123	$	304,671		$	944,873	$	36,707,298
TIAA-CREF Bond Plus		56,953,663		24,699,072		9,647,256		368,022			2,207,602		73,778,169
TIAA-CREF Emerging Markets Equity		50,310,065		30,098,226		1,288,613		114,993			406,419		65,056,951
TIAA-CREF Enhanced International
Equity Index		83,396,080		30,981,127		2,358,205		790,674			2,504,000		91,289,861
TIAA-CREF Enhanced Large-Cap
Growth Index		119,035,580		33,045,457		3,186,327		6,454,801			6,499,329		139,469,850
TIAA-CREF Enhanced Large-Cap
Value Index		116,367,325		33,469,047		3,157,526		4,069,613			3,848,002		134,641,265
TIAA-CREF Global Natural Resources		–		27,057,710		–		–			11,974		24,761,431
TIAA-CREF Growth & Income		99,572,444		21,065,905		1,901,186		1,487,671			1,377,174		116,901,079
TIAA-CREF High-Yield		36,442,244		19,103,944		5,496,399		976,621			2,850,497		49,157,713
TIAA-CREF International Equity		84,298,752		35,188,495		5,081,611		1,630,183			1,455,203		90,900,863
TIAA-CREF Large-Cap Growth		117,957,728		25,450,618		3,474,704		2,742,378			381,804		139,858,771
TIAA-CREF Large-Cap Value		115,685,796		30,537,350		2,331,556		743,738			1,818,662		134,310,425
TIAA-CREF Mid-Cap Growth		8,420,635		2,966,865		120,287		407,693			–		10,355,386
TIAA-CREF Mid-Cap Value		9,192,113		2,090,325		366,442		165,519			124,379		10,306,761
TIAA-CREF Small-Cap Equity		53,705,550		11,992,137		1,105,988		2,044,108			383,558		57,192,343
	$	967,017,011	$	350,645,045	$	41,664,223	$	22,300,685		$	24,813,476	$	1,174,688,166
Issue	Value at May 31, 2011		Purchase cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2012
Lifecycle 2040
TIAA-CREF Bond	$	6,127,381	$	–	$	6,131,015	$	(75,732	)	$	4,548	$	–
TIAA-CREF Bond Plus		82,065,730		36,931,800		17,924,487		619,357			3,142,106		103,656,294
TIAA-CREF Emerging Markets Equity		74,258,467		41,869,200		1,911,280		183,893			594,522		93,621,076
TIAA-CREF Enhanced International
Equity Index		123,618,752		42,602,264		4,500,936		1,563,581			3,658,674		131,399,319
TIAA-CREF Enhanced Large-Cap
Growth Index		176,727,924		44,261,457		5,522,963		9,806,188			9,502,201		201,595,613
TIAA-CREF Enhanced Large-Cap
Value Index		172,375,324		44,577,022		4,649,591		5,968,200			5,626,163		194,508,310
TIAA-CREF Global Natural Resources		–		38,947,142		–		–			17,508		35,655,732
TIAA-CREF Growth & Income		147,187,381		27,776,956		3,201,941		2,349,840			2,018,603		168,969,723
TIAA-CREF High-Yield		52,666,328		28,183,792		11,093,770		1,853,910			4,077,184		68,536,149
TIAA-CREF International Equity		124,203,122		48,106,902		7,034,191		2,413,167			2,125,085		130,792,792
TIAA-CREF Large-Cap Growth		174,315,990		34,303,856		6,533,683		4,703,748			557,953		202,004,978
TIAA-CREF Large-Cap Value		170,954,829		40,863,786		3,414,379		1,125,928			2,657,954		194,107,703
TIAA-CREF Mid-Cap Growth		12,448,880		4,014,716		184,675		600,220			–		14,932,163
TIAA-CREF Mid-Cap Value		13,592,982		2,896,955		710,468		325,993			181,618		14,876,347
TIAA-CREF Small-Cap Equity		79,378,958		16,136,373		1,953,422		3,178,821			560,574		82,639,391
	$	1,409,922,048	$	451,472,221	$	74,766,801	$	34,617,114		$	34,724,693	$	1,637,295,590

104 2012 Annual Report § TIAA-CREF Lifecycle Funds

continued

Issue	Value at May 31, 2011		Purchase cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2012
Lifecycle 2045
TIAA-CREF Bond	$	750,393	$	–	$	751,103	$	58,953		$	366	$	–
TIAA-CREF Bond Plus		10,412,305		10,394,598		1,886,357		14,650			495,191		19,347,379
TIAA-CREF Emerging Markets Equity		10,069,278		11,388,422		479,535		(101,875	)		94,081		17,764,880
TIAA-CREF Enhanced International
Equity Index		15,505,490		14,531,065		420,936		(39,788	)		580,697		24,901,748
TIAA-CREF Enhanced Large-Cap
Growth Index		22,638,768		17,862,368		991,797		1,180,318			1,505,078		37,593,619
TIAA-CREF Enhanced Large-Cap
Value Index		22,202,142		17,339,342		863,890		652,213			891,258		36,238,511
TIAA-CREF Global Natural Resources		–		7,392,040		–		–			2,742		6,733,156
TIAA-CREF Growth & Income		19,062,671		13,158,553		592,617		154,897			314,179		31,489,233
TIAA-CREF High-Yield		7,109,209		7,356,303		1,432,342		(63,732	)		643,778		12,886,971
TIAA-CREF International Equity		15,580,354		14,810,187		448,184		(63,199	)		337,581		24,759,773
TIAA-CREF Large-Cap Growth		22,648,617		15,889,484		1,076,056		206,691			88,543		37,646,669
TIAA-CREF Large-Cap Value		22,211,549		16,497,707		828,701		(120,785	)		421,724		36,180,114
TIAA-CREF Mid-Cap Growth		1,611,482		1,400,623		49,644		74,346			–		2,789,254
TIAA-CREF Mid-Cap Value		1,753,840		1,229,874		103,979		(6,438	)		28,868		2,775,716
TIAA-CREF Small-Cap Equity		10,285,197		7,013,224		379,825		313,047			88,924		15,397,651
	$	181,841,295	$	156,263,790	$	10,304,966	$	2,259,298		$	5,493,010	$	306,504,674
Issue	Value at May 31, 2011		Purchase cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2012
Lifecycle 2050
TIAA-CREF Bond	$	429,570	$	–	$	431,196	$	34,178		$	35	$	–
TIAA-CREF Bond Plus		5,517,519		5,531,182		915,881		5,461			263,751		10,356,181
TIAA-CREF Emerging Markets Equity		5,284,358		6,330,207		346,734		(55,040	)		49,752		9,554,803
TIAA-CREF Enhanced International
Equity Index		8,125,587		8,129,386		355,643		(24,107	)		307,787		13,388,348
TIAA-CREF Enhanced Large-Cap
Growth Index		11,856,815		9,974,784		603,939		631,912			796,433		20,219,671
TIAA-CREF Enhanced Large-Cap
Value Index		11,626,714		9,566,449		418,114		353,128			471,692		19,491,061
TIAA-CREF Global Natural Resources		–		3,998,145		20,882		(3,805	)		1,456		3,620,332
TIAA-CREF Growth & Income		9,983,516		7,393,260		369,179		85,636			167,517		16,940,989
TIAA-CREF High-Yield		3,623,566		4,067,896		726,071		(29,080	)		342,658		6,887,687
TIAA-CREF International Equity		8,163,279		8,304,108		410,368		(53,424	)		178,952		13,299,296
TIAA-CREF Large-Cap Growth		11,866,776		9,064,048		796,773		104,196			46,947		20,233,379
TIAA-CREF Large-Cap Value		11,634,374		9,123,294		406,580		(53,832	)		223,617		19,463,740
TIAA-CREF Mid-Cap Growth		845,146		773,175		34,661		38,865			–		1,493,224
TIAA-CREF Mid-Cap Value		918,876		705,175		79,497		(3,478	)		15,314		1,490,362
TIAA-CREF Small-Cap Equity		5,385,572		3,936,308		230,570		170,867			47,145		8,286,079
	$	95,261,668	$	86,897,417	$	6,146,088	$	1,201,477		$	2,913,056	$	164,725,152

TIAA-CREF Lifecycle Funds § 2012 Annual Report 105

Notes to financial statements

Issue	Value at May 31, 2011		Purchase cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2012
Lifecycle 2055
TIAA-CREF Bond Plus		$  596,462		$  465,956		$  201,514		$   1,557			$ 22,796		$   880,104
TIAA-CREF Emerging Markets Equity		533,393		541,325		111,434		(27,587	)		4,074		810,569
TIAA-CREF Enhanced International
Equity Index		837,411		682,220		159,493		(32,830	)		25,424		1,134,661
TIAA-CREF Enhanced Large-Cap
Growth Index		1,231,310		821,467		243,304		33,499			65,990		1,706,775
TIAA-CREF Enhanced Large-Cap
Value Index		1,205,225		782,248		212,666		8,682			39,085		1,645,954
TIAA-CREF Global Natural Resources		–		350,517		14,300		(800	)		125		306,720
TIAA-CREF Growth & Income		1,036,809		608,477		191,257		(5,056	)		14,505		1,430,440
TIAA-CREF High-Yield		394,772		340,325		140,725		(6,187	)		29,599		585,040
TIAA-CREF International Equity		838,193		753,475		213,484		(69,388	)		14,778		1,127,833
TIAA-CREF Large-Cap Growth		1,226,905		748,488		256,802		(3,794	)		3,876		1,707,871
TIAA-CREF Large-Cap Value		1,203,114		770,074		229,719		(32,411	)		18,463		1,643,767
TIAA-CREF Mid-Cap Growth		87,301		65,456		17,523		736			–		126,029
TIAA-CREF Mid-Cap Value		95,952		55,036		18,253		(2,084	)		1,264		125,809
TIAA-CREF Small-Cap Equity		558,818		315,745		93,189		574			3,893		699,950
		$9,845,665		$7,300,809		$2,103,663		$(135,089	)		$243,872		$13,931,522

Note 4—investments

Net unrealized appreciation (depreciation): At May 31, 2012, net unrealized appreciation (depreciation) based on the aggregate cost of portfolio investments for federal income tax purposes, consisting of gross unrealized appreciation and gross unrealized depreciation, was as follows:

Fund	Tax cost		Gross unrealized appreciation		Gross unrealized (depreciation		)	Net unrealized appreciation/ (depreciation		)
Lifecycle Retirement Income	$	138,704,295	$	6,607,945	$	(824,497	)	$	5,783,448
Lifecycle 2010		745,091,401		25,840,034		(15,946,479	)		9,893,555
Lifecycle 2015		1,041,914,038		41,987,725		(29,106,058	)		12,881,667
Lifecycle 2020		1,293,753,125		60,271,343		(37,427,660	)		22,843,683
Lifecycle 2025		1,221,660,701		61,974,303		(39,084,063	)		22,890,240
Lifecycle 2030		1,154,998,314		65,534,733		(39,397,828	)		26,136,905
Lifecycle 2035		1,141,528,998		73,283,724		(40,124,556	)		33,159,168
Lifecycle 2040		1,583,089,682		111,852,197		(57,646,289	)		54,205,908
Lifecycle 2045		300,253,553		13,130,164		(6,879,044	)		6,251,120
Lifecycle 2050		162,580,170		5,993,532		(3,848,550	)		2,144,982
Lifecycle 2055		15,198,126		23,648		(1,290,252	)		(1,266,604	)

106 2012 Annual Report § TIAA-CREF Lifecycle Funds

continued

Purchases and sales: Purchases and sales of securities (other than short-term instruments) for all of the Funds for the year ended May 31, 2012 were as follows:

Fund	Purchases	Sales
Lifecycle Retirement Income	$  55,537,851	$  16,187,268
Lifecycle 2010	224,973,863	91,921,592
Lifecycle 2015	329,817,301	100,811,820
Lifecycle 2020	429,067,774	94,807,844
Lifecycle 2025	399,272,546	71,461,599
Lifecycle 2030	361,607,699	56,363,672
Lifecycle 2035	350,645,045	41,664,223
Lifecycle 2040	451,472,221	74,766,801
Lifecycle 2045	166,989,442	20,994,797
Lifecycle 2050	87,942,518	7,168,801
Lifecycle 2055	9,938,861	4,753,860

Note 5—distributions to shareholders and other tax items

The tax character of distributions paid to shareholders during the year ended May 31, 2012, the period ended May 31, 2011, and the year ended September 30, 2010 was as follows:

	5/30/2012
Fund	Ordinary income		Long-term capital gains		Total
Lifecycle Retirement Income		$  3,458,028		–		$  3,458,028
Lifecycle 2010		18,873,923		–		18,873,923
Lifecycle 2015		24,830,579		18,465,172		43,295,751
Lifecycle 2020		29,534,617		18,544,528		48,079,145
Lifecycle 2025		26,456,865		15,320,866		41,777,731
Lifecycle 2030		23,911,161		11,301,477		35,212,638
Lifecycle 2035		22,159,563		10,719,918		32,879,481
Lifecycle 2040		31,246,352		17,304,987		48,551,339
Lifecycle 2045		4,850,503		–		4,850,503
Lifecycle 2050		2,548,721		–		2,548,721
Lifecycle 2055		209,966		–		209,966
	5/31/2011
Fund	Ordinary income		Long-term capital gains		Total
Lifecycle Retirement Income		$  1,445,365		$          –		$  1,445,365
Lifecycle 2010		14,162,691		–		14,162,691
Lifecycle 2015		17,272,248		–		17,272,248
Lifecycle 2020		19,198,692		304,999		19,503,691
Lifecycle 2025		17,734,625		–		17,734,625
Lifecycle 2030		16,116,855		–		16,116,855
Lifecycle 2035		15,166,815		–		15,166,815
Lifecycle 2040		22,445,700		–		22,445,700
Lifecycle 2045		2,212,243		–		2,212,243
Lifecycle 2050		1,119,822		425,235		1,545,057
Lifecycle 2055		–		–		–

TIAA-CREF Lifecycle Funds § 2012 Annual Report 107

Notes to financial statements

	9/30/2010
Fund	Ordinary income		Long-term capital gains		Total
Lifecycle Retirement Income		$  1,061,663		$–		$  1,061,663
Lifecycle 2010		8,898,659		–		8,898,659
Lifecycle 2015		9,604,380		–		9,604,380
Lifecycle 2020		9,521,786		–		9,521,786
Lifecycle 2025		8,463,215		–		8,463,215
Lifecycle 2030		7,475,360		–		7,475,360
Lifecycle 2035		6,915,307		–		6,915,307
Lifecycle 2040		10,459,635		–		10,459,635
Lifecycle 2045		580,431		–		580,431
Lifecycle 2050		284,089		–		284,089
Lifecycle 2055		–		–		–

As of May 31, 2012, the components of accumulated earnings on a tax basis were as follows:

Fund	Undistributed ordinary income		Undistributed long-term capital gains		Unrealized appreciation/ (depreciation)			Capital loss carryover			Post- October losses			Total
Lifecycle Retirement
Income		$   261,999		$   999,011		$  5,783,449		$	–		$	–			$  7,044,459
Lifecycle 2010		6,377,228		1,301,587		9,893,557			–			–			17,572,372
Lifecycle 2015		6,846,325		14,876,352		12,881,667			–			–			34,604,344
Lifecycle 2020		7,250,863		17,468,831		22,843,683			–			–			47,563,377
Lifecycle 2025		6,425,745		15,839,989		22,890,240			–			–			45,155,974
Lifecycle 2030		4,278,214		16,607,310		26,136,904			–			–			47,022,428
Lifecycle 2035		2,725,774		17,604,268		33,159,168			–			–			53,489,210
Lifecycle 2040		3,533,867		25,172,867		54,205,909			–			–			82,912,643
Lifecycle 2045		479,554		2,790,467		6,251,118			–			(2,321	)		9,518,818
Lifecycle 2050		265,239		1,380,215		2,144,981			(416,334	)		–			3,374,101
Lifecycle 2055		25,220		127,270		(1,266,604	)		–			–			(1,114,114	)

The difference between book basis and tax basis net investment income, net realized gains and losses, and unrealized appreciation and depreciation is attributable primarily to the tax deferral of losses on wash sales, the utilization of capital loss carryovers, and the treatment of short term gain as ordinary income for tax purposes.

At May 31, 2012, the following Funds had capital loss carryovers, which will expire as follows:

	Date of expiration
Fund	5/31/18	Total
Lifecycle 2050	416,334	416,334

For the year ended May 31, 2012, the Lifecycle Retirement Income Fund, Lifecycle 2010 Fund, Lifecycle 2045 Fund, and Lifecycle 2050 Fund utilized $332,299,

108 2012 Annual Report § TIAA-CREF Lifecycle Funds

concluded

$11,702,607, $138,152, and $167,109 respectively, of their capital loss carryover available from prior years.

Due to large shifts in the ownership percentage of the Lifecycle 2050 Fund during the fiscal year ended September 30, 2009, the future utilization of the Lifecycle 2050 Fund’s capital losses and capital loss carryovers may be subject to limitations under the Internal Revenue Code and Regulations thereunder.

Under the Regulated Investment Company Modernization Act of 2010, the Funds will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future years will be required to be utilized prior to the losses incurred in pre-enactment tax years. As a result of this ordering rule, pre-enactment capital loss carryovers may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

Note 6—line of credit

Each of the Funds participates in a $1.5 billion unsecured revolving credit facility that can be used for temporary purposes, including, without limitation, the funding of shareholder redemptions. Certain affiliated accounts and mutual funds, each of which is managed by Advisors, or an affiliate of Advisors, also participate in this facility. An annual commitment fee for the credit facility is borne by the participating accounts and mutual funds on a pro rata basis. Interest associated with any borrowing under the facility is charged to the borrowing funds at a specified rate of interest. The Funds are not liable for borrowings under the facility by other affiliated accounts or mutual funds. Prior to June 28, 2011, the unsecured revolving credit facility was $1.0 billion. For the year ended May 31, 2012, there were no borrowings under this credit facility by the Funds.

Note 7—indemnification

In the normal course of business, each Fund enters into contracts that contain a variety of representations and warranties and that provide general indemnities. A Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims against the Fund that have not yet occurred. Also, under the Funds’ organizational documents, the trustees and officers of the Funds are indemnified against certain liabilities that may arise out of their duties to the Funds. However, based on experience, the Funds expect the risk of loss due to these warranties and indemnities to be unlikely.

TIAA-CREF Lifecycle Funds § 2012 Annual Report 109

Report of independent registered
public accounting firm

To the Board of Trustees and Shareholders of the
Lifecycle Funds of the TIAA-CREF Funds:

In our opinion, the accompanying statements of assets and liabilities, including the portfolios 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 the Lifecycle Retirement Income Fund, Lifecycle 2010 Fund, Lifecycle 2015 Fund, Lifecycle 2020 Fund, Lifecycle 2025 Fund, Lifecycle 2030 Fund, Lifecycle 2035 Fund, Lifecycle 2040 Fund, Lifecycle 2045 Fund, Lifecycle 2050 Fund, and Lifecycle 2055 Fund (constituting the Lifecycle Funds of the TIAA-CREF Funds, hereafter referred to as the “Funds”), at May 31, 2012, the results of each of their operations for the year then ended presented and the changes in each of their net assets and the financial highlights for each of the 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 Funds’ management; our responsibility is to express an opinion on these financial 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 presentation. We believe that our audits, which included confirmation of securities at May 31, 2012 by correspondence with the transfer agent, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
July 18, 2012

110 2012 Annual Report § TIAA-CREF Lifecycle Funds

Trustees and officers (unaudited)

TIAA-CREF Lifecycle Funds § May 31, 2012

Disinterested trustees
Name, address and date of birth (“DOB”)	Position(s) held with fund	Term of office and length of time served	Principal occupation(s) during past 5 years	Number of portfolios in fund complex overseen by Trustee	Other directorship(s) held by trustee
Forrest Berkley c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 4/25/54	Trustee	Indefinite term. Trustee since 2006.	Retired Partner (since 2006), Former Partner (1990–2005) and Head of Global Product Management (2003–2005), GMO (formerly, Grantham, Mayo, Van Otterloo & Co.) (investment management); and member of asset allocation portfolio management team, GMO (2003–2005).	77	Director of GMO; Director, the Maine Coast Heritage Trust; Investment Committee member, Maine Community Foundation and the Elmina B. Sewall Foundation.
Nancy A. Eckl c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/6/62	Trustee	Indefinite term. Trustee since 2007.	Former Vice President (1990–2006), American Beacon Advisors, Inc., and Vice President of certain funds advised by American Beacon Advisors, Inc.	77	Independent Director, The Lazard Funds, Inc., Lazard Retirement Series, Inc., Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend & Income Fund, Inc.; Independent Member of the Boards of Lazard Alternative Strategies Fund, LLC and Lazard Alternative Strategies 1099 Fund.
Michael A. Forrester c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 11/05/67	Trustee	Indefinite term. Trustee since 2007.	Chief Operating Officer, Copper Rock Capital Partners, LLC (since 2007); Chief Operating Officer, DDJ Capital Management (2003–2006).	77	Director of Copper Rock Capital Partners, LLC (investment adviser).

TIAA-CREF Lifecycle Funds § 2012 Annual Report 111

Trustees and officers (unaudited)	continued
TIAA-CREF Lifecycle Funds § May 31, 2012

Disinterested trustees — concluded
Name, address and date of birth (“DOB”)	Position(s) held with fund	Term of office and length of time served	Principal occupation(s) during past 5 years	Number of portfolios in fund complex overseen by Trustee	Other directorship(s) held by trustee
Howell E. Jackson c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/4/54	Trustee	Indefinite term. Trustee since 2005.	James S. Reid, Jr. Professor of Law (since 2004), Senior Advisor to the President and Provost (since 2010), Acting Dean (2009), Vice Dean for Budget (2003–2006) and on the faculty (since 1989) of Harvard Law School.	77	Director, D2D Fund.
Nancy L. Jacob c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/15/43	Trustee	Indefinite term. Trustee since 1999.	Former President and Founder (2006–2012) of NLJ Advisors, Inc. (investment adviser); President and Managing Principal, Windermere Investment Associates (1997–2006).	77	None
Thomas J. Kenny c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 3/27/63	Trustee	Indefinite term. Trustee since 2011.	Former Partner (2004–2010) and Managing Director (2002–2010), Goldman Sachs Asset Management.	77	Investment committee member, College of Mount Saint Vincent; Member, United States Olympics Paralympics Advisory Committee, University of California at Santa Barbara Arts and Lectures Advisory Council; Trustee and Treasurer, Crane County Day School.
Bridget A. Macaskill c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 8/5/48	Trustee	Indefinite term. Trustee since 2003.	Chief Executive Officer (since 2010), President and Chief Operating Officer (since 2009), First Eagle Investment Management; Principal, BAM Consulting LLC (2003–2009); Independent Consultant for Merrill Lynch (2003–2009).	77	Director, Arnhold and S. Bleichroeder Holdings; First Eagle Investment Management; American Legacy Foundation (Investment Committee); University of Edinburgh (Campaign Board); and North Shore Land Alliance.

112 2012 Annual Report§TIAA-CREF Lifecycle Funds

James M. Poterba c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 7/13/58	Trustee	Indefinite term. Trustee since 2006.	President and Chief Executive Officer, National Bureau of Economic Research (“NBER”) (since 2008); Mitsui Professor of Economics, Massachusetts Institute of Technology (“MIT”) (since 1996), Former Head (2006–2008) and Associate Head (1994–2000 and 2001–2006), Economics Department of MIT; and Former Program Director, NBER (1990–2008).	77	Director, The Alfred P. Sloan Foundation and National Bureau of Economic Research; Member, Congressional Budget Office Panel of Economic Advisers.
Maceo K. Sloan c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/18/49	Chairman of the Board and Trustee	Indefinite term as Trustee; Chairman for term ending December 31, 2012.	Chairman, President and Chief Executive Officer, Sloan Financial Group, Inc. (since 1991); Chairman, Chief Executive Officer and Chief Investment Officer, NCM Capital Management Group, Inc. (since 1991); Chairman and Chief Executive Officer and Chief Investment Officer,	77	Director, SCANA Corporation (energy holding company) and NCM Capital Investment Trust; Member, Duke Children’s Hospital and Health Center National Board of Advisors.
		Trustee since 1999. Chairman since 2009.	NCM Capital Advisers Inc. (since 2003); and Chairman, President and Principal Executive Officer, NCM Capital Investment Trust (since 2007).
Laura T. Starks c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 2/17/50	Trustee	Indefinite term. Trustee since 2006.	Associate Dean for Research (since 2011), McCombs School of Business, University of Texas at Austin (“McCombs”), and Director, AIM Investment Center at McCombs (since 2000). Charles E. and Sarah M. Seay Regents Chair in Finance (since 2002); Professor, University of Texas at Austin (since 1987). Former Chairman, Department of Finance, University of Texas at Austin (2002–2011).	77	Member of the Governing Council, Independent Directors Council (an association for mutual fund directors), and Investment Advisory Committee, Employees Retirement System of Texas.

TIAA-CREF Lifecycle Funds§2012 Annual Report 113

Trustees and officers (unaudited)	continued
TIAA-CREF Lifecycle Funds § May 31, 2012

Executive Officers
Name, address and date of birth (“DOB”)	Position(s) held with fund	Term of office and length of time served	Principal occupation(s) during past 5 years
Brandon Becker TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/19/54	Executive Vice President and Chief Legal Officer	One year term. Executive Vice President and Chief Legal Officer since 2009.	Executive Vice President and Chief Legal Officer of Teachers Insurance and Annuity Association of America (“TIAA”), and College Retirement Equities Fund (“CREF”), TIAA Separate Account VA-1, TIAA-CREF Funds, and TIAA-CREF Life Funds (collectively, the “TIAA-CREF Fund Complex”) (since 2009). Former Partner, Wilmer Cutler Pickering Hale & Dorr LLP (1996–2009).
Richard S. Biegen TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 5/8/62	Chief Compliance Officer	One-year term. Vice President and Chief Compliance Officer since 2008.	Chief Compliance Officer of the TIAA-CREF Fund Complex and TIAA Separate Accounts VA-1 and VA-3 (since 2008). Vice President, Senior Compliance Officer (2008–2011) and Managing Director, Senior Compliance Officer (since 2011) of Asset Management Compliance of TIAA. Chief Compliance Officer of TIAA-CREF Investment Management, LLC (“Investment Management”) (since 2008). Former Chief Compliance Officer (2008), Vice President, Senior Compliance Officer (2008–2011) and Managing Director, Senior Compliance Officer (since 2011) of Teachers Advisors, Inc. (“Advisors”). Managing Director and Senior Compliance Officer of TIAA-CREF Alternatives Advisors, LLC. (“TCAA”) (since 2011). Managing Director and Senior Compliance Officer of TIAA-CREF Alternatives Services, LLC (“TCAS”) (since 2011). Former Managing Director/Director of Global Compliance, AIG Investments (2000–2008).
Roger W. Ferguson, Jr. TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 10/28/51	President and Principal Executive Officer	One-year term. President and Principal Executive Officer since 2012.	Principal Executive Officer and President of the TIAA-CREF Funds and TIAA-CREF Life Funds since 2012. President and Chief Executive Officer of TIAA, CREF and TIAA Separate Account VA-1 (since 2008). Director of Covariance Capital Management, Inc. (“Covariance”) (since 2010). Former Chairman, Head of Financial Services and Member of the Executive Committee, Swiss Re America Holding Corporation (2006–2008); Vice Chairman and Member of the Board of Governors of the United States Federal Reserve System (1997–2006).

114 2012 Annual Report§ TIAA-CREF Lifecycle Funds

Eugene Flood, Jr. TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 10/31/55	Executive Vice President	One-year term. Executive Vice President since 2011.	Executive Vice President, President of Diversified Financial Services of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2011). President, Chief Executive Officer, Manager and Chairman of TIAA-CREF Redwood, LLC (“Redwood”) (since 2011). Director and Chairman of Covariance (since 2011). Manager and Chairman of Kaspick & Company LLC (since 2011). Director and Chairman of TIAA-CREF Life Insurance Company (“T-C Life”) (since 2011). Former President and Chief Executive Officer (2000–2010) and Director (1994–2010), Smith Breeden Associates, Inc., an investment adviser. Former Trustee of the TIAA-CREF Fund Complex (2005–2011). Dean’s Advisory Committee, Massachusetts Institute of Technology’s Sloan School of Management (since 2000).
Phillip G. Goff TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 11/22/63	Principal Financial Officer, Principal Accounting Officer and	One-year term. Principal Financial Officer, Principal Accounting Officer and Treasurer since 2007.	Treasurer of CREF (since 2008); Principal Financial Officer, Principal Accounting Officer and Treasurer of the TIAA-CREF Funds and TIAA-CREF Life Funds (since 2007) and Chief Financial Officer and Principal Accounting Officer (since 2009) and Treasurer (since 2008) of TIAA Separate Account VA-1. Senior Vice President (since 2010) and Funds Treasurer (since 2006) of TIAA. Director of Advisors (since 2008). Director of TIAA-CREF Asset Management (“TCAM”) (since 2011). Senior Vice President (since 2010) and Funds Treasurer (since 2007) of Advisors and Investment Management. Assistant Treasurer of T-C Life (since 2012). Director of TIAA-CREF Trust Treasurer Company, FSB (“Trust”) (since 2008). Senior Vice President and Funds Treasurer of TCAA (since 2011). Senior Vice President and Funds Treasurer of TCAS (since 2011).
Stephen Gruppo TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 9/25/59	Executive Vice President	One-year term. Executive Vice President since 2009.	Executive Vice President, Head of Risk Management of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2009). Executive Vice President, Risk Management (since 2009), Senior Managing Director of Advisors and Investment Management (2006–2009) and Head of Credit Risk Management of Advisors and Investment Management (2005–2006). Former Senior Managing Director, Acting Head of Risk Management of TIAA and Senior Managing Director of the TIAA-CREF Fund Complex (2008–2009). Executive Vice President, Risk Management of TCAA (since 2011). Executive Vice President, Risk Management of TCAS (since 2011). Former Senior Managing Director, Chief Credit Risk Officer (2004–2008) of TIAA. Former Director of T-C Life (2006–2008). Former Director of TPIS, Advisors and Investment Management (2008).
Ronald R. Pressman TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 4/11/58	Executive Vice President	One-year term. Executive Vice President since 2012.	Executive Vice President and Chief Operating Officer (since 2012) of TIAA, and Executive Vice President of the TIAA-CREF Funds Complex (since 2012). Former President and Chief Executive Officer of General Electric Capital Real Estate (2007–2011).

TIAA-CREF Lifecycle Funds § 2012 Annual Report 115

Trustees and officers (unaudited)	concluded
TIAA-CREF Lifecycle Funds § May 31, 2012

Executive officers — concluded
Name, address and date of birth (“DOB”)	Position(s) held with fund	Term of office and length of time served	Principal occupation(s) during past 5 years
Phillip T. Rollock TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/31/62	Senior Vice President and Corporate Secretary	One-year term. Senior Vice President and Corporate Secretary since 2012.	Senior Vice President and Corporate Secretary of TIAA and the TIAA-CREF Fund Complex (since 2012). Former Managing Director, Retirement and Individual Financial Services (2010–2012) and Vice President, Product Development and Management, Institutional Client Services (2006–2010) of TIAA.
Edward D. Van Dolsen TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 4/21/58	Executive Vice President	One-year term. Executive Vice President since 2006.	Executive Vice President, President of Retirement and Individual Services (since 2011) of TIAA, and Executive Vice President (since 2008) of the TIAA-CREF Fund Complex. Former Chief Operating Officer (2010–2011), Executive Vice President, Product Development and Management (2009–2010), Executive Vice President, Institutional Client Services (2006–2009), Executive Vice President, Product Management (2005–2006), and Senior Vice President, Pension Products (2003–2005) of TIAA. Director of Covariance (since 2010). Director (since 2007), Chairman and President (since 2012) of TCT Holdings, Inc. Former Director (2007–2011) and Former Executive Vice President (2008–2010) of TCAM. Manager (since 2006), Former President and CEO (2006–2010) of Redwood. Former Director of Tuition Financing (2008–2009) and Former Executive Vice President of T-C Life (2009–2010).
Constance K. Weaver TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 9/26/52	Executive Vice President	One-year term. Executive Vice President since 2010.	Executive Vice President, Chief Marketing Officer of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2010); Former Chief Communications Officer of TIAA (2010–2011). Former Senior Vice President, The Hartford Financial Services Group, Inc. (2008–2010). Former Executive Vice President and Chief Marketing Officer, BearingPoint (2005–2008).
Please note that the Funds’ Statement of Additional Information (SAI) includes information about the Funds’ trustees and is available, without charge, through our website, tiaa-cref.org or by telephone at 800 223–1200.

116 2012 Annual Report§ TIAA-CREF Lifecycle Funds

Renewal of investment
management agreement (unaudited)

Board renewal of the investment management agreement for the TIAA-CREF Lifecycle Funds

Among its other duties, the Board of Trustees (the “Board” or the “Trustees”) of the TIAA-CREF Funds (the “Trust”) is responsible for determining whether to initially approve and subsequently annually renew the investment management agreement (the “Agreement”) between Teachers Advisors, Inc. (“TAI”) and the Trust on behalf of each TIAA-CREF Lifecycle Fund series. Under the Agreement, TAI is responsible for providing investment advisory services and overseeing the everyday operations and other service providers of the Funds.

Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”) requires that, after an initial period of up to two years, the Agreement for each Fund will remain in effect only if the Board, including a majority of those Trustees who have no direct or indirect interest in the Agreement, and who are not “interested persons” of the Trust, as that term is defined in the 1940 Act, annually renews that Agreement. All of the Trustees are deemed to be independent persons for this purpose.

Overview of the renewal process

The Board held a meeting on March 29, 2012, at which it considered the annual renewal of the Agreement with respect to each Fund other than the Lifecycle 2055 Fund using its previously-established process. (The Board did not consider the renewal of the Agreement for the Lifecycle 2055 Fund at this meeting, because this Fund’s Agreement was initially approved in March 2011 with a two-year term. Accordingly, in the discussion below, the references to “Funds” do not include the Lifecycle 2055 Fund.) As part of this process, the Board delegated certain tasks to its Operations Committee. Among these tasks, the Operations Committee worked with TAI and legal counsel to the Trustees to develop guidelines and specific requests relating to the types of information to be provided to the Committee and to the Board in connection with the proposed contract renewals, and then helped evaluate the information provided in response to those guidelines. During a series of meetings held prior to the March 29, 2012 Board meeting, the Operations Committee reviewed such guidelines and requests in consultation with TAI representatives and input from other Trustees, legal counsel to the Trustees and legal counsel to TAI and the Funds, and then evaluated the information produced in accordance with those guidelines and requests.

Among other matters, the Operations Committee, following its consultations with others as noted above, confirmed or established various guidelines regarding the preparation of reports to be provided to the Board with respect to each Fund by the Global Fiduciary Review unit of Lipper, Inc. (“Lipper”). Lipper is an independent provider of investment company data that is widely recognized as a leading source of independent data used by independent directors and trustees of investment companies during their advisory contract review processes.

TIAA-CREF Lifecycle Funds § 2012 Annual Report 117

Renewal of investment
management agreement (unaudited)

Based on guidelines provided by the Operations Committee on behalf of the Board, Lipper produced, among other information, extensive performance and expense comparison data regarding each Fund, including data relating to each Fund’s management fee rates, total expense ratios, short-term and long-term investment performance and portfolio turnover rates. Lipper also compared certain of this data for each Fund against a universe of investment companies and against a more selective peer group of mutual funds with similar investment objectives and strategies (as applicable), each of which was selected by Lipper, and, in the case of the investment performance data, against appropriate composite indices made up of broad-based market indices. In each case, Lipper summarized the methodologies employed by it to provide the data contained in its reports. In addition, Lipper represented to the Board that its reports were designed specifically to provide the Board with the fee, expense and performance information that is necessary to help the Board satisfy its duties under Section 15(c) of the 1940 Act. Lipper also represented that it (and not TAI) had identified the selected comparative peer groups and universes and that it did so in a manner that was not intended to produce biased results for its clients.

In advance of the Board meeting held on March 29, 2012, legal counsel for the Trustees requested on behalf of the Board, and TAI provided, extensive information that was designed to assist the Board in its consideration of whether to renew the Agreement for each Fund. In addition to the data provided by Lipper as described above, this information included, but was not limited to, the following: (1) further information relating to each Fund’s investment performance, including performance ratings provided by Morningstar, Inc. (“Morningstar”), which is a widely recognized mutual fund ranking service, and a narrative analysis of the performance of each Fund that had underperformed its benchmark index by a specified amount over a three-year period, together with an explanation of any events that had a material impact on the Fund’s performance during that period; (2) a description of any fee waiver or expense reimbursement arrangements that were proposed or were in place during the prior year and the extent to which such arrangements would be continued or modified in the coming year; (3) a comparison of each Fund’s fee rate under the Agreement to the fee rates of any other comparable accounts managed by TAI or its affiliates; (4) any “fallout” benefits that accrued or were identified as reasonably likely to accrue to TAI or its affiliates due to their relationship with the Funds aside from TAI’s direct fee payments pursuant to the Agreement; (5) information regarding TAI’s financial resources, senior professional personnel, overall staffing levels, portfolio manager compensation arrangements, business continuity plans, insurance coverage, compliance programs, any material pending litigation or compliance issues, portfolio trading and best execution practices, and any actual and potential conflicts of interest identified by TAI in connection with rendering services to the Funds; (6) information as to any profits earned by TAI in connection with its services pursuant to the Agreement; (7) a copy of the Agreement and certain related service agreements between the Funds and affiliates of TAI; (8) a copy of TAI’s SEC Form ADV registration statement (which was presented only to legal counsel for the Trustees); and (9) proposed narrative explanations of reasons why the Board should renew the Agreement.

118 2012 Annual Report §  TIAA-CREF Lifecycle Funds

continued

In considering whether to renew the Agreement with respect to each Fund, the Board, with assistance from its Operations Committee, reviewed various factors with respect to the Fund, including: (1) the nature, extent and quality of services provided or to be provided by TAI to the Fund; (2) the Fund’s investment performance; (3) the costs of the services provided to the Fund and the profits realized or potential profits to be realized (if any) by TAI and its affiliates from their relationship with the Fund; (4) the extent to which economies of scale have been realized or are anticipated to be realized as the Fund grows; (5) whether the fee schedule set forth in the Agreement reflects any such economies of scale for the benefit of Fund investors; (6) comparisons of services and fee rates with any contracts entered into by TAI with other clients to whom TAI provides comparable services; and (7) any other benefits derived or anticipated to be derived by TAI or its affiliates from their relationship with the Fund. As a general matter, the Board viewed these factors in their totality, with no single factor being the principal factor in determining whether to renew the Agreement.

In reaching its decisions regarding the renewal of the Agreement for each Fund, the Board took into account the information described above, other information provided to the Board in connection with this process, and relevant information provided to the Board and to its Committees on an ongoing basis in connection with the Board’s general oversight duties with respect to the Funds. In addition, the Board received and considered information from its legal counsel as to certain relevant guidelines that relate to the renewal process under Section 15(c) of the 1940 Act and certain other legal authorities.

The Board received and considered Fund-specific information and made its renewal determinations on a Fund-by-Fund basis. In deciding whether to renew the Agreement for each Fund, each Trustee may have accorded different weight to different factors, and thus, each Trustee may have had a different basis for his or her ultimate decision to vote to renew the Agreement for each Fund. At its meeting on March 29, 2012, the Board voted unanimously to renew the Agreement for each Fund. Set forth below are certain general factors the Board considered for all of the Funds, followed by a summary of certain specific factors the Board considered for each particular Fund.

The nature, extent and quality of services

The Board considered that TAI is an experienced investment adviser that has managed the Funds since their operations commenced. Investment professionals at TAI also manage various accounts of the College Retirement Equities Fund (“CREF”), the TIAA-CREF Life Funds and the other series of the Trust. Under the Agreement, TAI is responsible for, among other duties: managing the assets of the Funds (which are funds of funds that invest their assets in the securities of other investment companies managed by TAI, referred to as “underlying funds”), including selecting underlying funds and allocating the Funds’ assets among the underlying funds, conducting research, recommending investments and placing orders to buy and sell securities for the Funds’ investment portfolios; active daily monitoring of the Funds’ investment

TIAA-CREF Lifecycle Funds § 2012 Annual Report 119

Renewal of investment
management agreement (unaudited)

portfolios by various personnel with specific responsibility for the particular types of investments in question; reporting on the investment performance of the Funds to the Board on a regular basis; and carrying out, or overseeing the provision of, various administrative services to the Funds. The Board considered that TAI has carried out these responsibilities in a competent and professional manner.

The Board also considered, among other factors, the performance of each of the Funds, as discussed below. In addition, the Board considered the nature and quality of non-portfolio management services provided by TAI and its affiliates. In this regard, the Board considered its ongoing review of the performance of certain affiliated and unaffiliated service providers, including the quality of services provided by those firms and TAI’s oversight of those service providers and the outsourcing of certain services to other firms.

Investment performance

The Board considered the investment performance of each Fund over the periods indicated in the Fund-by-Fund synopsis below. The Board considered each Fund’s performance as compared to its peer group and peer universe (as applicable). In this regard, the Board considered that, with some exceptions, the Funds ranked in the top three performance quintiles versus their peer groups and universes of mutual funds over the past three years. (For additional detail regarding each Fund’s performance, see the Fund-by-Fund synopsis below.) The Board concluded that, under the totality of circumstances considered, the investment performance of each Fund was within an acceptable range.

Cost and profitability

The Board considered financial and profitability data relating to TAI for the calendar year 2011 with respect to the Funds. The Board considered TAI’s profit/loss calculations with respect to its services to each Fund both before and after taking into account the costs incurred directly or indirectly by TAI in connection with the distribution of shares of the Funds. The Board also noted TAI’s waiver of the entire amount of each Fund’s management fees since their inception. The Board also acknowledged certain permanent and temporary waivers of management fees and reimbursements of expenses above specified amounts of TIAA-CREF Funds used as underlying investments for the Funds which would reduce the Funds’ expenses. The Board considered that TAI had not earned profits with respect to the Funds under the Agreement and expected this trend to continue. The Board also considered that TAI may have indirect earnings with respect to the Funds based on the Funds’ investment in affiliated underlying funds also managed by TAI.

During its review of TAI’s profitability, the Board noted its ongoing efforts to examine the level of personnel and other resources available to TAI for its portfolio management functions so as to assess whether sufficient resources are being devoted to these functions.

120 2012 Annual Report §  TIAA-CREF Lifecycle Funds

continued

Fees charged by other advisers

The Board considered information regarding fees paid to other advisers for managing similar funds, as analyzed by Lipper. The Board determined that the management fee rates charged to a Fund under the Agreement typically were lower than the management fee rates charged by many or most comparable mutual funds, and also noted that TAI does not currently receive any such fees. In this connection, the Board also considered the inherent limitations of such comparisons in light of uncertainty as to how the fees of such similar mutual funds are set and potentially material differences between a Fund and its comparable mutual funds. Additionally, the Board also considered the potential limitations of such comparisons due to the fact that, in many instances, Lipper based its comparisons on financial data relating to fiscal periods that differed from the period for which the Fund’s data were derived. Based on all factors considered, the Board concluded that the management fee rates under the Agreement with respect to each Fund were within an acceptable range in relation to those charged by appropriate groups of comparable mutual funds.

Economies of scale

The Board considered whether TAI has experienced or is anticipated to experience economies of scale in connection with the operation of each Fund. The Board considered that, because TAI waived its entire management fee with respect to each of the Funds, there was little opportunity to pass economies of scale on to Fund shareholders. Based on all factors considered, the Board concluded that the Funds’ management fee schedules were within an acceptable range in light of current economies of scale considerations and current asset levels.

Fee comparison with other TAI clients

The Board considered that TAI and its affiliates provide similar investment management services to other investment companies. The Board considered that TAI and its affiliates provide fund-of-funds management services to the Lifestyle Funds, with an annual management fee of 0.10% of average daily net assets that is currently being entirely waived or reimbursed by TAI, the Lifecycle Index Funds, which also have an annual management fee of 0.10%, with partial, voluntary waivers for some of these funds, and the TIAA-CREF Managed Allocation Fund, for which TAI receives no management fee. TAI also manages other asset allocation products, such as education savings plans (529 plans).

Other benefits

The Board also considered additional benefits to the Funds and to TAI and its affiliates arising from the Agreement. For example, TAI continues to be willing to waive fees and make expense reimbursements to the Funds and to certain of the underlying funds in which they invest. In addition, TAI and its affiliates may benefit from the advisory relationship with the Funds to the extent that this relationship results in

TIAA-CREF Lifecycle Funds § 2012 Annual Report 121

Renewal of investment
management agreement (unaudited)

potential investors viewing the TIAA-CREF group of companies as a leading retirement plan provider in the academic and nonprofit markets and as a single source for all their financial service needs. TAI may also benefit from the Funds’ investment in underlying funds that are also managed by TAI.

Fund-by-fund factors

The Board considered the following specific factors (among others) in connection with its determination to renew the Agreement with respect to each Fund. If a Fund is described in the following discussions as being in the “1st” quintile, it is in the best of five groups (that is, the group has the best performance or the lowest expenses, as the case may be). References below to quintiles are based on data provided to the Board in the reports prepared by Lipper. The specific management fee, expense and performance factors outlined below are based on the Retirement Class shares of each Fund. Because the Retirement Class generally has different non-management expenses than the Institutional, Premier and Retail Classes of these Funds, the expenses and performance of these other Classes will differ from the expenses and performance shown for the Retirement Class. All time periods referenced below ended as of December 31, 2011. Under the Morningstar rating system, 5 stars is the highest (best) rating category and 1 star is the lowest rating category. Statements below regarding “net profit” or “net loss” refer to whether TAI earned a profit or incurred a loss for the services that it rendered to a Fund during 2011 under the Agreement.

Lifecycle Retirement Income Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets. TAI has agreed to continue to waive this fee entirely through at least September 30, 2012.
•	The Fund’s management fees (including the waiver) and total expenses were in the 1st quintile of the group of comparable funds selected by Lipper for expense comparison purposes (“Expense Group”) and in the 1st quintile of the universe of comparable funds identified by Lipper for expense comparison purposes (“Expense Universe”).
•	The Fund was in the 1st quintile of the group of comparable funds identified by Lipper for performance comparison purposes (“Performance Group”) for the one-year period and in the 2nd, 5th, 2nd, and 2nd quintiles of its Performance Group for the two-, three- and four-year and since-inception periods, respectively. The Fund was in the 1st, 2nd, 5th, 1st and 1st quintiles of its universe of comparable funds identified by Lipper for performance comparison purposes (“Performance Universe”) for the one-, two-, three- and four-year and since inception periods, respectively.
•	The Fund received an Overall Morningstar Rating of 3 stars.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period, without taking into account any profits that TAI might have earned with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.

122 2012 Annual Report § TIAA-CREF Lifecycle Funds

continued

Lifecycle 2010 Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets. TAI has agreed to continue to waive this fee entirely through at least September 30, 2012.
•	The Fund’s management fees (including the waiver) and total expenses were in the 1st and 2nd quintiles, respectively, of the Fund’s Expense Universe.
•	The Fund was in the 2nd, 2nd, 4th, 3rd and 2nd quintiles of its Performance Universe for the one-, two-, three-, four- and five-year periods, respectively.
•	The Fund received an Overall Morningstar Rating of 3 stars.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period, without taking into account any profits that TAI might have earned with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.
Lifecycle 2015 Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets. TAI has agreed to continue to waive this fee entirely through at least September 30, 2012.
•	The Fund’s total expenses were in the 1st quintile of its Expense Group and the Fund’s management fees (including the waiver) and total expenses were in the 1st quintile of the Fund’s Expense Universe.
•	The Fund was in the 1st quintile of its Performance Group for the one-, two- and five-year periods. The Fund was in the 5th and 2nd quintiles of its Performance Group for the three- and four-year periods, respectively. The Fund was in the 2nd quintile of its Performance Universe for the one-, two- and five-year periods and in the 3rd quintile of its Performance Universe for the three- and four-year periods.
•	The Fund received an Overall Morningstar Rating of 3 stars.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period, without taking into account any profits that TAI might have earned with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.
Lifecycle 2020 Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets. TAI has agreed to continue to waive this fee entirely through at least September 30, 2012.
•	The Fund’s total expenses were in the 1st quintile of its Expense Group and the Fund’s management fees (including the waiver) and total expenses were in the 1st quintile of the Fund’s Expense Universe.
•	The Fund was in the 1st, 2nd, 5th, 3rd and 2nd quintiles of its Performance Group for the one-, two-, three-, four- and five-year periods, respectively. The Fund was in the 3rd, 2nd, 4th, 3rd and 2nd quintiles of its Performance Universe for the one-, two, three-, four- and five-year periods, respectively.
•	The Fund received an Overall Morningstar Rating of 3 stars.

TIAA-CREF Lifecycle Funds § 2012 Annual Report 123

Renewal of investment
management agreement (unaudited)

•	TAI incurred a net loss with respect to its services to the Fund for the one-year period, without taking into account any profits that TAI might have earned with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.
Lifecycle 2025 Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets. TAI has agreed to continue to waive this fee entirely through at least September 30, 2012.
•	The Fund’s total expenses were in the 1st quintile of its Expense Group and the Fund’s management fees (including the waiver) and total expenses were in the 1st quintile of the Fund’s Expense Universe.
•	The Fund was in the 1st, 1st, 5th, and 2nd quintiles of its Performance Group for the one-, two-, three- and four-year periods, respectively. The Fund was in the 2nd quintile of its Performance Universe for the one-, two- and five-year periods and in the 4th quintile of its Performance Universe for the three- and four-year periods.
•	The Fund received an Overall Morningstar Rating of 3 stars.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period, without taking into account any profits that TAI might have earned with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.
Lifecycle 2030 Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets. TAI has agreed to continue to waive this fee entirely through at least September 30, 2012.
•	The Fund’s total expenses were in the 1st quintile of its Expense Group and the Fund’s management fees (including the waiver) and total expenses were in the 1st quintile of the Fund’s Expense Universe.
•	The Fund was in the 1st, 2nd, 5th, 3rd and 3rd quintiles of its Performance Group for the one-, two-, three-, four- and five-year periods, respectively. The Fund was in the 3rd, 2nd, 4th, 4th and 2nd quintiles of its Performance Universe for the one-, two-, three-, four- and five-year periods, respectively.
•	The Fund received an Overall Morningstar Rating of 3 stars.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period, without taking into account any profits that TAI might have earned with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.
Lifecycle 2035 Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets. TAI has agreed to continue to waive this fee entirely through at least September 30, 2012.
•	The Fund’s total expenses were in the 1st quintile of its Expense Group and the Fund’s management fees (including the waiver) and total expenses were in the 1st quintile of the Fund’s Expense Universe.

124 2012 Annual Report § TIAA-CREF Lifecycle Funds

continued

•	The Fund was in the 1st quintile of its Performance Group for the one- and two-year periods and in the 4th quintile of its Performance Group for the three- and four-year periods. The Fund was in the 3rd, 2nd, 3rd, 4th and 2nd quintiles of its Performance Universe for the one-, two-, three-, four- and five-year periods, respectively.
•	The Fund received an Overall Morningstar Rating of 3 stars.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period, without taking into account any profits that TAI might have earned with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.
Lifecycle 2040 Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets. TAI has agreed to continue to waive this fee entirely through at least September 30, 2012.
•	The Fund’s total expenses were in the 1st quintile of its Expense Group and the Fund’s management fees (including the waiver) and total expenses were in the 1st quintile of the Fund’s Expense Universe.
•	The Fund was in the 1st, 2nd, 5th, 4th and 4th quintiles of its Performance Group for the one-, two-, three-, four- and five-year periods, respectively. The Fund was in the 3rd, 2nd, 4th, 3rd and 2nd quintiles of its Performance Universe for the one-, two-, three-, four- and five-year periods, respectively.
•	The Fund received an Overall Morningstar Rating of 3 stars.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period, without taking into account any profits that TAI might have earned with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.
Lifecycle 2045 Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets. TAI has agreed to continue to waive this fee entirely through at least September 30, 2012.
•	The Fund’s total expenses were in the 1st quintile of its Expense Group and the Fund’s management fees (including the waiver) and total expenses were in the 1st quintile of the Fund’s Expense Universe.
•	The Fund was in the 1st, 2nd, 4th, 4th and 3rd quintiles of its Performance Group for the one-, two-, three-, four- and five-year periods, respectively. The Fund was in the 3rd, 2nd, 4th, 4th and 4th quintiles of its Performance Universe for the one-, two-, three-, four- and five-year periods, respectively.
•	The Fund received an Overall Morningstar Rating of 3 stars.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period, without taking into account any profits that TAI might have earned with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.

TIAA-CREF Lifecycle Funds § 2012 Annual Report 125

Renewal of investment	concluded
management agreement (unaudited)

Lifecycle 2050 Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets. TAI has agreed to continue to waive this fee entirely through at least September 30, 2012.
•	The Fund’s total expenses were in the 1st quintile of its Expense Group and the Fund’s management fees (including the waiver) and total expenses were in the 1st quintile of the Fund’s Expense Universe.
•	The Fund was in the 1st, 2nd, 4th, 2nd and 2nd quintiles of its Performance Group for the one-, two-, three-, four- and five-year periods, respectively. The Fund was in the 2nd, 2nd, 4th, 3rd and 3rd quintiles of its Performance Universe for the one-, two, three-, four- and five-year periods, respectively.
•	The Fund received an Overall Morningstar Rating of 3 stars.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period, without taking into account any profits that TAI might have earned with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.

Based primarily on the foregoing factors and considerations, the Board renewed the Agreement for each Fund.

126 2012 Annual Report §  TIAA-CREF Lifecycle Funds

Important tax information (unaudited)

TIAA-CREF Lifecycle Funds

For the year ended May 31, 2012, the Lifecycle Funds designate the following distribution amounts (or the maximum amount allowable) as being from net long-term capital gains.

Fund	Long-term capital gains
Lifecycle Retirement Income	$	–
Lifecycle 2010		0
Lifecycle 2015		18,465,172
Lifecycle 2020		18,544,528
Lifecycle 2025		15,320,866
Lifecycle 2030		11,301,477
Lifecycle 2035		10,719,918
Lifecycle 2040		17,304,987
Lifecycle 2045		0
Lifecycle 2050		0
Lifecycle 2055		0

For the year ended May 31, 2012, the Lifecycle Funds designate the following percentages (or the maximum amount allowable) of ordinary income dividends paid as qualifying for the maximum tax rate of 15% as provided by the Jobs and Growth Tax Relief and Reconciliation Act of 2003.

Fund	Percentage
Lifecycle Retirement Income		19.14	%
Lifecycle 2010		24.81	%
Lifecycle 2015		27.43	%
Lifecycle 2020		32.13	%
Lifecycle 2025		36.97	%
Lifecycle 2030		43.46	%
Lifecycle 2035		50.66	%
Lifecycle 2040		52.86	%
Lifecycle 2045		53.34	%
Lifecycle 2050		53.36	%
Lifecycle 2055		51.05	%

For the year ended May 31, 2012, the Lifecycle Funds designate the following percentages (or the maximum amount allowable) of ordinary income dividends paid as qualifying for the corporate dividends received deduction.

Fund	Percentage
Lifecycle Retirement Income		12.67	%
Lifecycle 2010		16.75	%
Lifecycle 2015		18.39	%
Lifecycle 2020		21.45	%
Lifecycle 2025		24.68	%
Lifecycle 2030		28.88	%
Lifecycle 2035		33.53	%
Lifecycle 2040		35.00	%
Lifecycle 2045		35.22	%
Lifecycle 2050		35.24	%
Lifecycle 2055		33.70	%

TIAA-CREF Lifecycle Funds  §  2012 Annual Report 127

Important tax information (unaudited)	concluded
TIAA-CREF Lifecycle Funds

For the year ended May 31, 2012, the Lifecycle Funds received the following amounts of income from their respective underlying funds that was from foreign sources:

Fund	Foreign source income		Foreign source income per share
Lifecycle Retirement Income Fund	$	237,431	$	0.01885
Lifecycle Fund 2010		1,572,957		0.02504
Lifecycle Fund 2015		2,469,939		0.02824
Lifecycle Fund 2020		3,487,041		0.03167
Lifecycle Fund 2025		3,664,415		0.03463
Lifecycle Fund 2030		3,907,304		0.03733
Lifecycle Fund 2035		4,265,713		0.04075
Lifecycle Fund 2040		6,232,300		0.04245
Lifecycle Fund 2045		989,188		0.03487
Lifecycle Fund 2050		524,211		0.03468
Lifecycle Fund 2055		43,261		0.03737

For the year ended May 31, 2012, the Lifecycle Funds have elected to pass through the following amounts of foreign taxes paid by their respective underlying funds:

Fund	Foreign taxes paid		Foreign taxes paid per share
Lifecycle Retirement Income Fund	$	27,690	$	0.00220
Lifecycle Fund 2010		183,325		0.00292
Lifecycle Fund 2015		287,901		0.00329
Lifecycle Fund 2020		407,063		0.00370
Lifecycle Fund 2025		427,551		0.00404
Lifecycle Fund 2030		456,509		0.00436
Lifecycle Fund 2035		498,419		0.00476
Lifecycle Fund 2040		728,305		0.00496
Lifecycle Fund 2045		115,554		0.00407
Lifecycle Fund 2050		61,220		0.00405
Lifecycle Fund 2055		5,047		0.00436

The information and distributions reported herein may differ from the information and distributions reported to shareholders for the calendar year ending December 31, 2012, which will be reported in conjunction with your 2012 Form 1099-DIV.

By early 2013, shareholders should receive their Form 1099-DIV and a tax information letter from the Funds. For your specific situation, we recommend that you consult a professional tax advisor.

128 2012 Annual Report § TIAA-CREF Lifecycle Funds

How to reach us

TIAA-CREF website

tiaa-cref.org

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Automated telephone service

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800 842-2755

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You should carefully consider the investment objectives, risks, charges and expenses of any fund before investing. For a prospectus that contains this and other important information, please visit tiaa-cref.org, or call 800 842-2252 for the Institutional, Retirement and Premier classes or 800 223-1200 for the Retail Class. Please read the prospectus carefully before investing. Investment, insurance

and annuity products are not FDIC insured, are not bank guaranteed, are not bank deposits, are not insured by any federal government agency, are not a condition to any banking service or activity, and may lose value.

TIAA-CREF Individual & Institutional Services, LLC, and Teachers Personal Investors Services, Inc., members FINRA, distribute securities products.

©2012 Teachers Insurance and Annuity Association—College Retirement Equities Fund (TIAA-CREF), 730 Third Avenue, New York, NY 10017-3206.

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2012 Annual Report

TIAA-CREF

Lifecycle Index Funds

of the TIAA-CREF Funds

May 31, 2012

Contents
Understanding your Lifecycle Index Funds report	2
Information for investors	3
About the funds’ composite benchmarks	4
Important information about expenses	5
Investment results of the Lifecycle Index Funds	10
Fund performance
Lifecycle Index Retirement Income Fund	12
Lifecycle Index 2010 Fund	14
Lifecycle Index 2015 Fund	16
Lifecycle Index 2020 Fund	18
Lifecycle Index 2025 Fund	20
Lifecycle Index 2030 Fund	22
Lifecycle Index 2035 Fund	24
Lifecycle Index 2040 Fund	26
Lifecycle Index 2045 Fund	28
Lifecycle Index 2050 Fund	30
Lifecycle Index 2055 Fund	32
Portfolios of investments	34
Audited financial statements
Statements of assets and liabilities	40
Statements of operations	44
Statements of changes in net assets	48
Financial highlights	56
Notes to financial statements	87
Report of independent registered public accounting firm	97
Trustees and officers	98
Renewal of investment management agreement	104
Important tax information	112
How to reach us	Inside back cover

Understanding your Lifecycle Index Funds report

This annual report contains information about the investment performance and holdings of the Lifecycle Index Funds, an offering of the TIAA-CREF Funds, and describes the funds’ results for the twelve months ended May 31, 2012. The report contains three main sections:
•	The fund performance section compares each fund’s investment returns with those of its composite benchmark and a broad market index.
•	The portfolios of investments list the TIAA-CREF underlying funds in which each fund had investments as of May 31, 2012.
•	The financial statements provide detailed information about the operations and financial condition of each fund.
The views and opinions expressed in this report are through the end of the period, as stated on the cover of this report. They are subject to change at any time based on a variety of factors. As such, they are not guarantees of future performance or investment results and should not be taken as investment advice. The risks of investing in the TIAA-CREF Funds vary from fund to fund; to see the risks of investing in an individual fund, please refer to that fund’s latest prospectus.
As always, you should carefully consider the investment objectives, risks, charges and expenses of any fund before investing. For a prospectus that contains this and other important information, please visit our website at tiaa-cref.org, or call 800 842-2252. We urge you to read the prospectus carefully before investing.

2 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

Information for investors

Portfolio listings
The complete portfolios of investments for the TIAA-CREF Lifecycle Index Funds begin on page 34 of this report. You can also obtain complete lists of the holdings of the Lifecycle Index Funds and of the underlying funds in which the Lifecycle Index Funds invest (Schedules of Investments) as of the most recently completed fiscal quarter in the following ways:
•	By visiting our website at tiaa-cref.org; or
•	By calling us at 800 842-2252 to request a copy, which will be provided free of charge.
You can obtain a complete list of the Lifecycle Index Funds’ portfolio holdings as of the most recently completed fiscal quarter, and for prior quarter-ends, from our Securities and Exchange Commission (SEC) Form N-CSR and Form N-Q filings. Form N-CSR filings are as of May 31 or November 30; Form N-Q filings are as of February 28 or August 31. Copies of these forms are available:
•	Through the Electronic Data Gathering and Retrieval System (EDGAR) on the SEC’s website at www.sec.gov; or
•	From the SEC’s Office of Investor Education and Advocacy. (Call 202 551-8090 for more information.)

Proxy voting

A description of our proxy voting policies and procedures for the underlying funds of the Lifecycle Index Funds can be found on our website at tiaa-cref.org or on the SEC’s website at www.sec.gov. You may also call us at 800 842-2252 to request a free copy. A report of how the Lifecycle Index Funds’ underlying funds voted during the most recently completed twelve-month period ended June 30 can be found on our website or on Form N-PX at www.sec.gov.

Contacting TIAA-CREF

There are three easy ways to contact us: by email, using the Contact Us link at the top of our home page; by mail at TIAA-CREF, 730 Third Avenue, New York, NY 10017-3206; or by phone at 800 842-2252.

Fund management

The Lifecycle Index Funds are managed by a portfolio management team of Teachers Advisors, Inc. The members of this team are responsible for the day-to-day investment management of the funds.

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 3

About the funds’ composite benchmarks

Each Lifecycle Index fund uses a composite benchmark that represents the general market sectors in which that fund invests. These may include U.S. equity (stocks), international equity (foreign stocks), fixed income and inflation-protected assets. A fund’s composite benchmark combines the following public indexes in proportions that reflect the fund’s target market sector allocations:
•	The Russell 3000® Index (U.S. equity) measures the performance of the stocks of the 3,000 largest publicly traded U.S. companies, based on market capitalization. The index measures the performance of about 98% of the total market capitalization of the publicly traded U.S. equity market.
•	The MSCI EAFE+EM Index (international equity) measures the performance of the leading stocks in 22 developed countries outside North America—in Europe, Australasia and the Far East—and in 21 emerging markets in Europe, Asia, Africa, Latin America and the Middle East.
•	The Barclays U.S. Aggregate Bond Index (fixed income) measures the performance of the domestic investment-grade, fixed-rate bond market, including government and corporate securities, agency mortgage pass-through securities, asset-backed securities and commercial mortgage-backed securities.
•	The Barclays U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L) (inflation-protected assets) measures the performance of fixed-income securities with fixed-rate coupon payments that are adjusted for inflation, as measured by the Consumer Price Index for All Urban Consumers (CPI-U).

You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.

In March 2012, Barclays Capital changed its name to Barclays.

Russell 3000 is a trademark and service mark of Russell Investments. TIAA-CREF products are not promoted or sponsored by, or affiliated with, Russell Investments. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. This report is not approved, reviewed or produced by MSCI.

4 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

Important information about expenses

All shareholders of the TIAA-CREF Funds incur ongoing costs, including management fees and other fund expenses. They may also incur transactional costs for redemptions or account maintenance fees.

          On pages 6 through 9, you will find expense examples for each share class of the funds. These expense examples are intended to help you understand your ongoing costs only (in U.S. dollars) and do not reflect transactional costs or the costs incurred by the funds for buying and selling securities. The examples are designed to help you compare these ongoing costs with the ongoing costs of investing in other mutual funds.

          The expenses shown do not include redemption fees or account maintenance fees, which may or may not be applicable, as described in the prospectus. If such fees were included, your total costs for investing in the funds would be higher. Note also that shareholders of the TIAA-CREF Funds do not incur a sales charge for purchases, reinvested dividends or other distributions.

          The examples are based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (December 1, 2011–May 31, 2012).

Actual expenses

The first line of the two lines listed for each fund in the tables uses the fund’s actual expenses and its actual rate of return. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the six-month 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 during the six-month period. All of the funds have a contractual fee reimbursement. Had these not been in effect, fund expenses would have been higher.

Hypothetical example for comparison purposes

The second line in each fund’s entry shows a hypothetical account value and hypothetical expenses based on the share class’s actual expense ratio for the six-month period and an assumed 5% per year rate of return before expenses. This was not the fund’s actual return.
          This hypothetical example cannot be used to estimate the actual expenses you paid for the period but rather allows you to compare the ongoing costs of investing in the fund with the costs of other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other mutual funds.

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 5

Important information about expenses

Expense examples
Six months ended May 31, 2012
Lifecycle Index Funds Retirement Class	Beginning account value (12/1/11)	Ending account value (5/31/12)	Expenses paid during period* (12/1/11–5/31/12)	Effective expenses paid during period† (12/1/11–5/31/12)
Retirement Income Fund actual return	$1,000.00	$1,034.07	$1.58	$2.24
5% annual hypothetical return	1,000.00	1,023.45	1.57	2.23
2010 Fund actual return	$1,000.00	$1,034.03	$1.63	$2.24
5% annual hypothetical return	1,000.00	1,023.40	1.62	2.23
2015 Fund actual return	$1,000.00	$1,034.35	$1.68	$2.24
5% annual hypothetical return	1,000.00	1,023.35	1.67	2.23
2020 Fund actual return	$1,000.00	$1,033.76	$1.73	$2.29
5% annual hypothetical return	1,000.00	1,023.30	1.72	2.28
2025 Fund actual return	$1,000.00	$1,033.27	$1.73	$2.24
5% annual hypothetical return	1,000.00	1,023.30	1.72	2.23
2030 Fund actual return	$1,000.00	$1,032.85	$1.78	$2.24
5% annual hypothetical return	1,000.00	1,023.25	1.77	2.23
2035 Fund actual return	$1,000.00	$1,031.86	$1.78	$2.24
5% annual hypothetical return	1,000.00	1,023.25	1.77	2.23
2040 Fund actual return	$1,000.00	$1,031.42	$1.78	$2.23
5% annual hypothetical return	1,000.00	1,023.25	1.77	2.23
2045 Fund actual return	$1,000.00	$1,031.81	$1.78	$2.23
5% annual hypothetical return	1,000.00	1,023.25	1.77	2.23
2050 Fund actual return	$1,000.00	$1,031.83	$1.78	$2.24
5% annual hypothetical return	1,000.00	1,023.25	1.77	2.23
2055 Fund actual return	$1,000.00	$1,031.88	$1.78	$2.24
5% annual hypothetical return	1,000.00	1,023.25	1.77	2.23

*

The amounts in the “Expenses paid during period” column are based on each fund’s own expense ratio for the most recent fiscal half year, multiplied by the average account value over the six-month period, multiplied by 183/366. There were 183 days in the six months ended May 31, 2012. The expense charges of one or more of the fund’s share classes may at times reflect a waiver or reimbursement. Please see the prospectus for an explanation, including the date when this waiver or reimbursement is scheduled to end. Without any such waiver or reimbursement, the expenses of the affected share classes would be higher and their performance lower. The annualized expense ratio for the six-month period was 0.31% for the Retirement Income Fund; 0.32% for the 2010 Fund; 0.33% for the 2015 Fund; 0.34% for the 2020 and 2025 Funds; and 0.35% for the 2030, 2035, 2040, 2045, 2050 and 2055 Funds.

†

The amounts in the “Effective expenses paid during period” column are based on each fund’s total expense ratio for the most recent fiscal half year, which includes the fund’s own expense ratio plus its pro rata share

6 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

continued

of its underlying funds’ expenses (which the fund bears through its investment in the underlying funds). For the six-month period, the total annualized, weighted average expense ratio was 0.44% for the Retirement Income, 2010, 2015, 2025, 2030, 2035, 2040, 2045, 2050 and 2055 Funds; and 0.45% for the 2020 Fund.

Expense examples
Six months ended May 31, 2012
Lifecycle Index Funds Institutional Class	Beginning account value (12/1/11)	Ending account value (5/31/12)	Expenses paid during period* (12/1/11–5/31/12)	Effective expenses paid during period† (12/1/11–5/31/12)
Retirement Income Fund actual return	$1,000.00	$1,035.29	$0.31	$0.97
5% annual hypothetical return	1,000.00	1,024.70	0.30	0.96
2010 Fund actual return	$1,000.00	$1,035.68	$0.36	$0.97
5% annual hypothetical return	1,000.00	1,024.65	0.35	0.96
2015 Fund actual return	$1,000.00	$1,035.29	$0.41	$0.97
5% annual hypothetical return	1,000.00	1,024.60	0.40	0.96
2020 Fund actual return	$1,000.00	$1,034.05	$0.46	$1.02
5% annual hypothetical return	1,000.00	1,024.55	0.46	1.01
2025 Fund actual return	$1,000.00	$1,034.14	$0.46	$0.97
5% annual hypothetical return	1,000.00	1,024.55	0.46	0.96
2030 Fund actual return	$1,000.00	$1,034.84	$0.51	$0.97
5% annual hypothetical return	1,000.00	1,024.50	0.51	0.96
2035 Fund actual return	$1,000.00	$1,033.74	$0.51	$0.97
5% annual hypothetical return	1,000.00	1,024.50	0.51	0.96
2040 Fund actual return	$1,000.00	$1,032.41	$0.51	$0.97
5% annual hypothetical return	1,000.00	1,024.50	0.51	0.96
2045 Fund actual return	$1,000.00	$1,032.86	$0.51	$0.97
5% annual hypothetical return	1,000.00	1,024.50	0.51	0.96
2050 Fund actual return	$1,000.00	$1,032.89	$0.51	$0.97
5% annual hypothetical return	1,000.00	1,024.50	0.51	0.96
2055 Fund actual return	$1,000.00	$1,033.65	$0.51	$0.97
5% annual hypothetical return	1,000.00	1,024.50	0.51	0.96

* The amounts in the “Expenses paid during period” column are based on each fund’s own expense ratio for the most recent fiscal half year, multiplied by the average account value over the six-month period, multiplied by 183/366. There were 183 days in the six months ended May 31, 2012. The expense charges of one or more of the fund’s share classes may at times reflect a waiver or reimbursement. Please see the prospectus for an explanation, including the date when this waiver or reimbursement is scheduled to end. Without any such waiver or reimbursement, the expenses of the affected share classes would be higher and their performance lower. The annualized expense ratio for the six-month period was 0.06% for the Retirement

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 7

Important information about expenses

Income Fund; 0.07% for the 2010 Fund; 0.08% for the 2015 Fund; 0.09% for the 2020 and 2025 Funds; and 0.10% for the 2030, 2035, 2040, 2045, 2050 and 2055 Funds.

†

The amounts in the “Effective expenses paid during period” column are based on each fund’s total expense ratio for the most recent fiscal half year, which includes the fund’s own expense ratio plus its pro rata share of its underlying funds’ expenses (which the fund bears through its investment in the underlying funds). For the six-month period, the total annualized, weighted average expense ratio was 0.19% for the Retirement Income, 2010, 2015, 2025, 2030, 2035, 2040, 2045, 2050 and 2055 Funds; and 0.20% for the 2020 Fund.

Expense examples
Six months ended May 31, 2012
Lifecycle Index Funds Premier Class	Beginning account value (12/1/11)	Ending account value (5/31/12)	Expenses paid during period* (12/1/11–5/31/12)	Effective expenses paid during period† (12/1/11–5/31/12)
Retirement Income Fund actual return	$1,000.00	$1,034.56	$1.07	$1.73
5% annual hypothetical return	1,000.00	1,023.95	1.06	1.72
2010 Fund actual return	$1,000.00	$1,034.70	$1.12	$1.73
5% annual hypothetical return	1,000.00	1,023.90	1.11	1.72
2015 Fund actual return	$1,000.00	$1,034.40	$1.17	$1.73
5% annual hypothetical return	1,000.00	1,023.85	1.16	1.72
2020 Fund actual return	$1,000.00	$1,034.01	$1.22	$1.78
5% annual hypothetical return	1,000.00	1,023.80	1.21	1.77
2025 Fund actual return	$1,000.00	$1,034.13	$1.22	$1.73
5% annual hypothetical return	1,000.00	1,023.80	1.21	1.72
2030 Fund actual return	$1,000.00	$1,033.89	$1.27	$1.73
5% annual hypothetical return	1,000.00	1,023.75	1.26	1.72
2035 Fund actual return	$1,000.00	$1,032.81	$1.27	$1.73
5% annual hypothetical return	1,000.00	1,023.75	1.26	1.72
2040 Fund actual return	$1,000.00	$1,032.37	$1.27	$1.73
5% annual hypothetical return	1,000.00	1,023.75	1.26	1.72
2045 Fund actual return	$1,000.00	$1,031.94	$1.27	$1.73
5% annual hypothetical return	1,000.00	1,023.75	1.26	1.72
2050 Fund actual return	$1,000.00	$1,032.02	$1.27	$1.73
5% annual hypothetical return	1,000.00	1,023.75	1.26	1.72
2055 Fund actual return	$1,000.00	$1,032.56	$1.27	$1.73
5% annual hypothetical return	1,000.00	1,023.75	1.26	1.72

8 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

concluded

*

The amounts in the “Expenses paid during period” column are based on each fund’s own expense ratio for the most recent fiscal half year, multiplied by the average account value over the six-month period, multiplied by 183/366. There were 183 days in the six months ended May 31, 2012. The expense charges of one or more of the fund’s share classes may at times reflect a waiver or reimbursement. Please see the prospectus for an explanation, including the date when this waiver or reimbursement is scheduled to end. Without any such waiver or reimbursement, the expenses of the affected share classes would be higher and their performance lower. The annualized expense ratio for the six-month period was 0.21% for the Retirement Income Fund; 0.22% for the 2010 Fund; 0.23% for the 2015 Fund; 0.24% for the 2020 and 2025 Funds; and 0.25% for the 2030, 2035, 2040, 2045, 2050 and 2055 Funds.

†

The amounts in the “Effective expenses paid during period” column are based on each fund’s total expense ratio for the most recent fiscal half year, which includes the fund’s own expense ratio plus its pro rata share of its underlying funds’ expenses (which the fund bears through its investment in the underlying funds). For the six-month period, the total annualized, weighted average expense ratio was 0.34% for the Retirement Income, 2010, 2015, 2025, 2030, 2035, 2040, 2045, 2050 and 2055 Funds; and 0.35% for the 2020 Fund.

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 9

Investment results of the Lifecycle Index Funds

Performance for the twelve months ended May 31, 2012

The eleven TIAA-CREF Lifecycle Index Funds performed within close range of their respective composite benchmarks in a volatile equity market. Returns for the Retirement Class varied from –5.62% for the 2040 Fund to 2.02% for the Retirement Income Fund.

With growth still slow, stocks decline

The nation’s gross domestic product, which measures the value of all goods and services produced in the United States, rose in the first quarter of 2012 by a year-over-year rate of 2.0%, adjusted for inflation. This modest increase reflected a rise in personal consumption and in purchases of private homes and apartment houses. However, growth was constrained by persistently high unemployment, as well as by reduced government spending at the federal, state and local levels.

          The Russell 3000^® Index, which measures the broad U.S. stock market, declined 1.87% for the twelve-month period. Foreign stocks—hampered by both Europe’s debt troubles and slower growth worldwide—posted double-digit losses. The MSCI EAFE (Europe, Australasia, Far East)+EM (Emerging Markets) Index, which measures stock performance in 22 developed nations outside North America and in 21 developing nations, fell 20.44% in dollar terms. A sizable portion of this drop resulted from a stronger dollar, which reduced the value of many foreign holdings for U.S. investors.

Investors seek safety in bonds

Against the backdrop of a weak recovery, the Federal Reserve maintained its target for the federal funds rate within a range of 0% to 0.25%. (The federal funds rate is the interest rate U.S. commercial banks charge one another for overnight loans.) The Barclays U.S. Aggregate Bond Index, which measures the performance of the broad domestic market for investment-grade, fixed-rate bonds, returned 7.12% for the period.

          U.S. Treasury securities jumped 9.1%, outperforming both the 8.4% gain of corporate bonds and the 5.0% return of U.S. mortgage-backed securities. Inflation-protected bonds, as measured by the Barclays U.S. Treasury Inflation Protected Securities Index (Series-L), posted a gain of 13.19%.

10 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

The funds lag their respective benchmarks

All eleven Lifecycle Index Funds were adversely affected by the declining global stock markets; nine funds posted losses for the twelve-month period. The funds’ returns included deductions for expenses while those of their composite benchmarks did not. The difference between the individual Lifecycle Index Funds’ returns and those of their respective composite benchmarks ranged from 0.24 of a percentage point for the 2015 Fund to 0.40 of a point for the 2010 Fund. (All fund returns are for the Retirement Class.)

          For the period, the largest detraction from the Lifecycle Index Funds’ performance came from sizable losses in the international equity sector. Losses from U.S. stocks were much smaller. These negative results were partly offset by gains in the fixed-income sector. The Retirement Income Fund, 2010 Fund, 2015 Fund, 2020 Fund and 2025 Fund were helped by gains in the inflation-protected assets sector. In general, individual Lifecycle Index Funds with larger allocations to bonds performed better for the period.

          The Lifecycle Index Funds may invest in up to four sectors of the investment markets: U.S. equity (stocks), international equity (foreign stocks), fixed income and inflation-protected assets. They do this by investing in underlying funds that are managed to track individual benchmark indexes.

          Those underlying funds may include the TIAA-CREF Equity Index Fund, the International Equity Index Fund, the Emerging Markets Equity Index Fund, the Bond Index Fund and the Inflation-Linked Bond Fund.

          How a Lifecycle Index fund’s holdings are distributed among market sectors and among underlying funds depends on how far that fund is from its target retirement date. Allocations are dynamic—they become more conservative over time (except for the allocations of the Lifecycle Index Retirement Income Fund, which are relatively stable). Each Lifecycle Index fund is rebalanced periodically to keep its allocations on target.

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 11

Lifecycle Index Retirement Income Fund

Performance as of May 31, 2012
		Total return			Average annual total return
Lifecycle Index Retirement Income Fund	Inception date	1 year			since inception
Retirement Class	9/30/2009		2.02	%		7.11	%
Institutional Class	9/30/2009		2.36			7.39
Premier Class	9/30/2009		2.21			7.21
Lifecycle Index Retirement Income Fund Composite Index*	—		2.40			7.58	†
Broad market index Barclays U.S. Aggregate Bond Index	—		7.12			6.34	†

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.

You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.

*

As of the close of business on May 31, 2012, the Lifecycle Index Retirement Income Fund Composite Index consisted of: 50.0% Barclays U.S. Aggregate Bond Index; 30.0% Russell 3000® Index; 10.0% MSCI EAFE+EM Index; and 10.0% Barclays U.S. Treasury Inflation Protected Securities Index (Series-L). The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.

†

Performance is calculated from the inception date of the Retirement Class.

12 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

Lifecycle Index Retirement Income Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation							Target allocation
							For June 30, 2012
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		29.7	%		30.0	%
International equity		9.8			10.0
Fixed income
Fixed income		50.3			50.0
Inflation-protected assets		10.1			10.0
Other assets & liabilities, net		0.1			—
Total		100.0			100.0

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 13

Lifecycle Index 2010 Fund
Performance as of May 31, 2012
			Total return		Average annual total return
Lifecycle Index 2010 Fund	Inception date		1 year		since inception
Retirement Class		9/30/2009	0.58	%		7.15	%
Institutional Class		9/30/2009	0.92			7.44
Premier Class		9/30/2009	0.74			7.27
Lifecycle Index 2010 Fund
Composite Index*		—	0.98			7.62	†
Broad market index
Barclays U.S. Aggregate Bond Index		—	7.12			6.34	†

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.
You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	As of the close of business on May 31, 2012, the Lifecycle Index 2010 Fund Composite Index consisted of: 45.2% Barclays U.S. Aggregate Bond Index; 36.0% Russell 3000® Index; 12.0% MSCI EAFE+EM Index; and 6.8% Barclays U.S. Treasury Inflation Protected Securities Index (Series-L). The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
†	Performance is calculated from the inception date of the Retirement Class.

14 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2010 Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation							Target allocation
							For June 30, 2012
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity U.S. equity		35.7	%		36.0	%
International equity		11.8			12.0
Fixed income
Fixed income		45.3			45.2
Inflation-protected assets		6.8			6.8
Other assets & liabilities, net		0.4			—
Total		100.0			100.0

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 15

Lifecycle Index 2015 Fund
Performance as of May 31, 2012
			Total return		Average annual total return
Lifecycle Index 2015 Fund	Inception date		1 year		since inception
Retirement Class		9/30/2009	–0.40	%		7.20	%
Institutional Class		9/30/2009	–0.21			7.46
Premier Class		9/30/2009	–0.39			7.30
Lifecycle Index 2015 Fund
Composite Index*		—	–0.16			7.65	†
Broad market index
Russell 3000® Index		—	–1.87			10.85	†

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.
You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	As of the close of business on May 31, 2012, the Lifecycle Index 2015 Fund Composite Index consisted of: 41.2% Russell 3000 Index; 40.3% Barclays U.S. Aggregate Bond Index; 13.7% MSCI EAFE+EM Index; and 4.8% Barclays U.S. Treasury Inflation Protected Securities Index (Series-L). The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
†	Performance is calculated from the inception date of the Retirement Class.

16 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2015 Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation							Target allocation
							For June 30, 2012
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		40.7	%		41.1	%
International equity		13.6			13.7
Fixed income
Fixed income		40.5			40.4
Inflation-protected assets		4.8			4.8
Other assets & liabilities, net		0.4			—
Total		100.0			100.0

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 17

Lifecycle Index 2020 Fund
Performance as of May 31, 2012
			Total return		Average annual total return
Lifecycle Index 2020 Fund	Inception date		1 year		since inception
Retirement Class		9/30/2009	–1.70	%		7.19	%
Institutional Class		9/30/2009	–1.49			7.43
Premier Class		9/30/2009	–1.67			7.26
Lifecycle Index 2020 Fund
Composite Index*		—	–1.40			7.63	†
Broad market index
Russell 3000® Index		—	–1.87			10.85	†

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.
You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	As of the close of business on May 31, 2012, the Lifecycle Index 2020 Fund Composite Index consisted of: 47.2% Russell 3000 Index; 34.3% Barclays U.S. Aggregate Bond Index; 15.7% MSCI EAFE+EM Index; and 2.8% Barclays U.S. Treasury Inflation Protected Securities Index (Series-L). The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
†	Performance is calculated from the inception date of the Retirement Class.

18 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2020 Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation							Target allocation
							For June 30, 2012
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity U.S. equity		46.9	%		47.1	%
International equity		15.5			15.7
Fixed income
Fixed income		34.6			34.4
Inflation-protected assets		2.8			2.8
Other assets & liabilities, net		0.2			—
Total		100.0			100.0

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 19

Lifecycle Index 2025 Fund
Performance as of May 31, 2012
			Total return		Average annual total return
Lifecycle Index 2025 Fund	Inception date		1 year		since inception
Retirement Class		9/30/2009	–2.97	%		7.18	%
Institutional Class		9/30/2009	–2.70			7.44
Premier Class		9/30/2009	–2.79			7.31
Lifecycle Index 2025 Fund
Composite Index*		—	–2.66			7.60	†
Broad market index
Russell 3000® Index		—	–1.87			10.85	†

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.
You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	As of the close of business on May 31, 2012, the Lifecycle Index 2025 Fund Composite Index consisted of: 53.2% Russell 3000 Index; 28.3% Barclays U.S. Aggregate Bond Index; 17.7% MSCI EAFE+EM Index; and 0.8% Barclays U.S. Treasury Inflation Protected Securities Index (Series-L). The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
†	Performance is calculated from the inception date of the Retirement Class.

20 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2025 Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation							Target allocation
							For June 30, 2012
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		52.8	%		53.1	%
International equity		17.5			17.7
Fixed income
Fixed income		28.6			28.4
Inflation-protected assets		0.7			0.8
Other assets & liabilities, net		0.4			—
Total		100.0			100.0

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 21

Lifecycle Index 2030 Fund
Performance as of May 31, 2012
			Total return		Average annual total return
Lifecycle Index 2030 Fund	Inception date		1 year		since inception
Retirement Class		9/30/2009	–4.10	%		7.22	%
Institutional Class		9/30/2009	–3.89			7.48
Premier Class		9/30/2009	–4.00			7.31
Lifecycle Index 2030 Fund
Composite Index*		—	–3.85			7.59	†
Broad market index
Russell 3000® Index		—	–1.87			10.85	†

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.
You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	As of the close of business on May 31, 2012, the Lifecycle Index 2030 Fund Composite Index consisted of: 59.2% Russell 3000 Index; 21.1% Barclays U.S. Aggregate Bond Index; and 19.7% MSCI EAFE+EM Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
†	Performance is calculated from the inception date of the Retirement Class.

22 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2030 Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation							Target allocation
							For June 30, 2012
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		58.8	%		59.1	%
International equity		19.4			19.7
Fixed income		21.4			21.2
Other assets & liabilities, net		0.4			—
Total		100.0			100.0

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 23

Lifecycle Index 2035 Fund

Performance as of May 31, 2012

			Total return		Average annual total return
Lifecycle Index 2035 Fund	Inception date		1 year		since inception
Retirement Class		9/30/2009	–5.36	%		7.14	%
Institutional Class		9/30/2009	–5.07			7.44
Premier Class		9/30/2009	–5.26			7.27
Lifecycle Index 2035 Fund
Composite Index*		—	–5.02			7.57	†
Broad market index
Russell 3000® Index		—	–1.87			10.85	†

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.
You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	As of the close of business on May 31, 2012, the Lifecycle Index 2035 Fund Composite Index consisted of: 65.2% Russell 3000 Index; 21.7% MSCI EAFE+EM Index; and 13.1% Barclays U.S. Aggregate Bond Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
†	Performance is calculated from the inception date of the Retirement Class.

24 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2035 Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation							Target allocation
							For June 30, 2012
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		65.2	%		65.1	%
International equity		21.0			21.7
Fixed income		13.4			13.2
Other assets & liabilities, net		0.4			—
Total		100.0			100.0

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 25

Lifecycle Index 2040 Fund

Performance as of May 31, 2012

			Total return		Average annual total return
Lifecycle Index 2040 Fund	Inception date		1 year		since inception
Retirement Class		9/30/2009	–5.62	%		7.08	%
Institutional Class		9/30/2009	–5.42			7.34
Premier Class		9/30/2009	–5.52			7.17
Lifecycle Index 2040 Fund
Composite Index*		—	–5.30			7.50	†
Broad market index
Russell 3000® Index		—	–1.87			10.85	†

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.
You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	As of the close of business on May 31, 2012, the Lifecycle Index 2040 Fund Composite Index consisted of: 67.5% Russell 3000 Index; 22.5% MSCI EAFE+EM Index; and 10.0% Barclays U.S. Aggregate Bond Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
†	Performance is calculated from the inception date of the Retirement Class.

26 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2040 Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation							Target allocation
							For June 30, 2012
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		67.5	%		67.5	%
International equity		21.8			22.5
Fixed income		10.3			10.0
Other assets & liabilities, net		0.4			—
Total		100.0			100.0

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 27

Lifecycle Index 2045 Fund

Performance as of May 31, 2012

			Total return		Average annual total return
Lifecycle Index 2045 Fund	Inception date		1 year		since inception
Retirement Class		9/30/2009	–5.56	%		7.10	%
Institutional Class		9/30/2009	–5.36			7.33
Premier Class		9/30/2009	–5.46			7.20
Lifecycle Index 2045 Fund
Composite Index*		—	–5.30			7.50	†
Broad market index
Russell 3000® Index		—	–1.87			10.85	†

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.
You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	As of the close of business on May 31, 2012, the Lifecycle Index 2045 Fund Composite Index consisted of: 67.5% Russell 3000 Index; 22.5% MSCI EAFE+EM Index; and 10.0% Barclays U.S. Aggregate Bond Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
†	Performance is calculated from the inception date of the Retirement Class.

28 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2045 Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation						Target allocation
						For June 30, 2012
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		67.2	%	67.5	%
International equity		21.6		22.5
Fixed income		10.3		10.0
Other assets & liabilities, net		0.9		—
Total		100.0		100.0

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 29

Lifecycle Index 2050 Fund

Performance as of May 31, 2012

			Total return		Average annual total return
Lifecycle Index 2050 Fund	Inception date		1 year		since inception
Retirement Class		9/30/2009	–5.57	%		7.10	%
Institutional Class		9/30/2009	–5.36			7.38
Premier Class		9/30/2009	–5.46			7.21
Lifecycle Index 2050 Fund
Composite Index*		—	–5.30			7.50	†
Broad market index
Russell 3000® Index		—	–1.87			10.85	†

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.
You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	As of the close of business on May 31, 2012, the Lifecycle Index 2050 Fund Composite Index consisted of: 67.5% Russell 3000 Index; 22.5% MSCI EAFE+EM Index; and 10.0% Barclays U.S. Aggregate Bond Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
†	Performance is calculated from the inception date of the Retirement Class.

30 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2050 Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation							Target allocation
							For June 30, 2012
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		67.3	%		67.5	%
International equity		21.7			22.5
Fixed income		10.3			10.0
Other assets & liabilities, net		0.7			—
Total		100.0			100.0

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 31

Lifecycle Index 2055 Fund

Performance as of May 31, 2012

			Total return		Average annual total return
Lifecycle Index 2055 Fund	Inception date		1 year		since inception
Retirement Class		4/29/2011	–5.59	%		–6.29	%
Institutional Class		4/29/2011	–5.33			–6.05
Premier Class		4/29/2011	–5.53			–6.23
Lifecycle Index 2055 Fund
Composite Index*		—	–5.30			–6.01	†
Broad market index
Russell 3000® Index		—	–1.87			–2.75	†

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.
You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	As of the close of business on May 31, 2012, the Lifecycle Index 2055 Fund Composite Index consisted of: 67.5% Russell 3000 Index; 22.5% MSCI EAFE+EM Index; and 10.0% Barclays U.S. Aggregate Bond Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
†	Performance is calculated from the inception date of the Retirement Class.

32 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2055 Fund

$10,000 invested at fund’s inception

Retirement Class (inception April 29, 2011)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation							Target allocation
							For June 30, 2012
	% of net assets as of 5/31/12			Target allocation for 6/30/12
Equity
U.S. equity		67.5	%		67.5	%
International equity		21.9			22.5
Fixed income		10.3			10.0
Other assets & liabilities, net		0.3			—
Total		100.0			100.0

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 33

Portfolio of investments

Lifecycle Index Retirement Income Fund § May 31, 2012

Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	673,934	TIAA-CREF Bond Index Fund		$	7,372,835	50.3	%
					7,372,835	50.3
INFLATION-PROTECTED ASSETS
	118,325	TIAA-CREF Inflation-Linked Bond Fund			1,480,252	10.1
					1,480,252	10.1
INTERNATIONAL EQUITY
	40,720	TIAA-CREF Emerging Markets Equity Index Fund			380,733	2.6
	78,055	TIAA-CREF International Equity Index Fund			1,064,670	7.2
					1,445,403	9.8
U.S. EQUITY
	435,902	TIAA-CREF Equity Index Fund			4,354,657	29.7
					4,354,657	29.7
		TOTAL TIAA-CREF FUNDS	(Cost $13,648,324)		14,653,147	99.9
		TOTAL PORTFOLIO	(Cost $13,648,324)		14,653,147	99.9
		OTHER ASSETS & LIABILITIES, NET			8,186	0.1
		NET ASSETS		$	14,661,333	100.0	%
Lifecycle Index 2010 Fund § May 31, 2012
Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	3,343,617	TIAA-CREF Bond Index Fund		$	36,579,175	45.3	%
					36,579,175	45.3
INFLATION-PROTECTED ASSETS
	439,554	TIAA-CREF Inflation-Linked Bond Fund			5,498,823	6.8
					5,498,823	6.8
INTERNATIONAL EQUITY
	269,022	TIAA-CREF Emerging Markets Equity Index Fund			2,515,358	3.1
	515,624	TIAA-CREF International Equity Index Fund			7,033,112	8.7
					9,548,470	11.8
U.S. EQUITY
	2,880,282	TIAA-CREF Equity Index Fund			28,774,018	35.7
					28,774,018	35.7
		TOTAL TIAA-CREF FUNDS	(Cost $75,335,868)		80,400,486	99.6
		TOTAL PORTFOLIO	(Cost $75,335,868)		80,400,486	99.6
		OTHER ASSETS & LIABILITIES, NET			345,833	0.4
		NET ASSETS		$	80,746,319	100.0	%

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

34 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Portfolio of investments

Lifecycle Index 2015 Fund § May 31, 2012

Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	4,710,242	TIAA-CREF Bond Index Fund		$	51,530,047	40.5	%
					51,530,047	40.5
INFLATION-PROTECTED ASSETS
	488,511	TIAA-CREF Inflation-Linked Bond Fund			6,111,276	4.8
					6,111,276	4.8
INTERNATIONAL EQUITY
	484,944	TIAA-CREF Emerging Markets Equity Index Fund			4,534,230	3.6
	929,577	TIAA-CREF International Equity Index Fund			12,679,431	10.0
					17,213,661	13.6
U.S. EQUITY
	5,192,588	TIAA-CREF Equity Index Fund			51,873,954	40.7
					51,873,954	40.7
		TOTAL TIAA-CREF FUNDS	(Cost $119,457,290)		126,728,938	99.6
		TOTAL PORTFOLIO	(Cost $119,457,290)		126,728,938	99.6
		OTHER ASSETS & LIABILITIES, NET			536,774	0.4
		NET ASSETS		$	127,265,712	100.0	%
Lifecycle Index 2020 Fund § May 31, 2012
Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	4,978,028	TIAA-CREF Bond Index Fund		$	54,459,629	34.6	%
					54,459,629	34.6
INFLATION-PROTECTED ASSETS
	351,876	TIAA-CREF Inflation-Linked Bond Fund			4,401,974	2.8
					4,401,974	2.8
INTERNATIONAL EQUITY
	688,397	TIAA-CREF Emerging Markets Equity Index Fund			6,436,516	4.1
	1,320,181	TIAA-CREF International Equity Index Fund			18,007,275	11.4
					24,443,791	15.5
U.S. EQUITY
	7,382,132	TIAA-CREF Equity Index Fund			73,747,498	46.9
					73,747,498	46.9
		TOTAL TIAA-CREF FUNDS	(Cost $148,966,830)		157,052,892	99.8
		TOTAL PORTFOLIO	(Cost $148,966,830)		157,052,892	99.8
		OTHER ASSETS & LIABILITIES, NET			377,814	0.2
		NET ASSETS		$	157,430,706	100.0	%

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 35

Portfolio of investments

Lifecycle Index 2025 Fund § May 31, 2012

Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	3,770,489	TIAA-CREF Bond Index Fund		$	41,249,153	28.6	%
					41,249,153	28.6
INFLATION-PROTECTED ASSETS
	88,822	TIAA-CREF Inflation-Linked Bond Fund			1,111,167	0.7
					1,111,167	0.7
INTERNATIONAL EQUITY
	710,251	TIAA-CREF Emerging Markets Equity Index Fund			6,640,842	4.6
	1,361,702	TIAA-CREF International Equity Index Fund			18,573,617	12.9
					25,214,459	17.5
U.S. EQUITY
	7,624,345	TIAA-CREF Equity Index Fund			76,167,211	52.8
					76,167,211	52.8
		TOTAL TIAA-CREF FUNDS	(Cost $136,690,655)		143,741,990	99.6
		TOTAL PORTFOLIO	(Cost $136,690,655)		143,741,990	99.6
		OTHER ASSETS & LIABILITIES, NET			573,527	0.4
		NET ASSETS		$	144,315,517	100.0	%
Lifecycle Index 2030 Fund § May 31, 2012
Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	3,028,623	TIAA-CREF Bond Index Fund		$	33,133,138	21.4	%
					33,133,138	21.4
INTERNATIONAL EQUITY
	847,765	TIAA-CREF Emerging Markets Equity Index Fund			7,926,601	5.1
	1,624,940	TIAA-CREF International Equity Index Fund			22,164,187	14.3
					30,090,788	19.4
U.S. EQUITY
	9,127,102	TIAA-CREF Equity Index Fund			91,179,745	58.8
					91,179,745	58.8
		TOTAL TIAA-CREF FUNDS	(Cost $146,951,703)		154,403,671	99.6
		TOTAL PORTFOLIO	(Cost $146,951,703)		154,403,671	99.6
		OTHER ASSETS & LIABILITIES, NET			624,446	0.4
		NET ASSETS		$	155,028,117	100.0	%

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

36 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Portfolio of investments

Lifecycle Index 2035 Fund § May 31, 2012

Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	1,780,594	TIAA-CREF Bond Index Fund		$	19,479,702	13.4	%
					19,479,702	13.4
INTERNATIONAL EQUITY
	862,872	TIAA-CREF Emerging Markets Equity Index Fund			8,067,856	5.5
	1,652,092	TIAA-CREF International Equity Index Fund			22,534,533	15.5
					30,602,389	21.0
U.S. EQUITY
	9,489,067	TIAA-CREF Equity Index Fund			94,795,777	65.2
					94,795,777	65.2
		TOTAL TIAA-CREF FUNDS	(Cost $138,208,887)		144,877,868	99.6
		TOTAL PORTFOLIO	(Cost $138,208,887)		144,877,868	99.6
		OTHER ASSETS & LIABILITIES, NET			594,637	0.4
		NET ASSETS		$	145,472,505	100.0	%
Lifecycle Index 2040 Fund § May 31, 2012
Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	1,841,338	TIAA-CREF Bond Index Fund		$	20,144,236	10.3	%
					20,144,236	10.3
INTERNATIONAL EQUITY
	1,196,372	TIAA-CREF Emerging Markets Equity Index Fund			11,186,075	5.8
	2,291,177	TIAA-CREF International Equity Index Fund			31,251,659	16.0
					42,437,734	21.8
U.S. EQUITY
	13,174,442	TIAA-CREF Equity Index Fund			131,612,674	67.5
					131,612,674	67.5
		TOTAL TIAA-CREF FUNDS	(Cost $184,506,196)		194,194,644	99.6
		TOTAL PORTFOLIO	(Cost $184,506,196)		194,194,644	99.6
		OTHER ASSETS & LIABILITIES, NET			723,038	0.4
		NET ASSETS		$	194,917,682	100.0	%

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 37

Portfolio of investments

Lifecycle Index 2045 Fund § May 31, 2012

Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	527,110	TIAA-CREF Bond Index Fund		$	5,766,581	10.3	%
					5,766,581	10.3
INTERNATIONAL EQUITY
	341,738	TIAA-CREF Emerging Markets Equity Index Fund			3,195,248	5.7
	655,927	TIAA-CREF International Equity Index Fund			8,946,840	15.9
					12,142,088	21.6
U.S. EQUITY
	3,772,024	TIAA-CREF Equity Index Fund			37,682,520	67.2
					37,682,520	67.2
		TOTAL TIAA-CREF FUNDS	(Cost $53,823,204)		55,591,189	99.1
		TOTAL PORTFOLIO	(Cost $53,823,204)		55,591,189	99.1
		OTHER ASSETS & LIABILITIES, NET			490,612	0.9
		NET ASSETS		$	56,081,801	100.0	%
Lifecycle Index 2050 Fund § May 31, 2012

Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	341,795	TIAA-CREF Bond Index Fund		$	3,739,239	10.3	%
					3,739,239	10.3
INTERNATIONAL EQUITY
	222,237	TIAA-CREF Emerging Markets Equity Index Fund			2,077,920	5.7
	425,521	TIAA-CREF International Equity Index Fund			5,804,102	16.0
					7,882,022	21.7
U.S. EQUITY
	2,445,023	TIAA-CREF Equity Index Fund			24,425,781	67.3
					24,425,781	67.3
		TOTAL TIAA-CREF FUNDS	(Cost $34,750,696)		36,047,042	99.3
		TOTAL PORTFOLIO	(Cost $34,750,696)		36,047,042	99.3
		OTHER ASSETS & LIABILITIES, NET			271,346	0.7
		NET ASSETS		$	36,318,388	100.0	%

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

38 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Portfolio of investments

Lifecycle Index 2055 Fund § May 31, 2012

Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	97,618	TIAA-CREF Bond Index Fund		$	1,067,942	10.3	%
					1,067,942	10.3
INTERNATIONAL EQUITY
	63,494	TIAA-CREF Emerging Markets Equity Index Fund			593,673	5.8
	121,901	TIAA-CREF International Equity Index Fund			1,662,730	16.1
					2,256,403	21.9
U.S. EQUITY
	697,785	TIAA-CREF Equity Index Fund			6,970,868	67.5
					6,970,868	67.5
		TOTAL TIAA-CREF FUNDS	(Cost $11,120,275)		10,295,213	99.7
		TOTAL PORTFOLIO	(Cost $11,120,275)		10,295,213	99.7
		OTHER ASSETS & LIABILITIES, NET			33,192	0.3
		NET ASSETS		$	10,328,405	100.0	%

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 39

Statements of assets and liabilities

TIAA-CREF Lifecycle Index Funds §  May 31, 2012

		Lifecycle Index Retirement Income Fund			Lifecycle Index2010 Fund			Lifecycle Index 2015 Fund			Lifecycle Index 2020 Fund			Lifecycle Index 2025 Fund			Lifecycle Index 2030 Fund
ASSETS
Affiliated investments, at value*		$	14,653,147		$	80,400,486		$	126,728,938		$	157,052,892		$	143,741,990		$	154,403,671
Cash			13,245			79,279			95,538			69,595			82,236			97,333
Receivable from securities transactions			225,448			1,251,835			1,951,138			2,167,796			1,705,524			1,371,038
Receivable from Fund shares sold			6,871			278,997			428,197			322,857			524,058			572,029
Dividends and interest receivable			12,604			63,340			89,332			94,990			72,174			57,924
Due from affiliates			706			829			854			1,041			1,006			1,077
Other			168			792			1,148			1,363			1,252			1,390
Total assets			14,912,189			82,075,558			129,295,145			159,710,534			146,128,240			156,504,462
LIABILITIES
Management fees payable			72			462			833			1,164			1,065			1,272
Service agreement fees payable			13			80			193			172			118			154
Distribution fees payable			324			1,637			1,978			3,474			2,333			2,931
Due to affiliates			71			589			922			1,088			1,021			1,108
Payable for securities transactions			243,198			1,311,335			2,005,388			2,250,296			1,785,524			1,446,788
Accrued expenses and other payables			7,178			15,136			20,119			23,634			22,662			24,092
Total liabilities			250,856			1,329,239			2,029,433			2,279,828			1,812,723			1,476,345
NET ASSETS		$	14,661,333		$	80,746,319		$	127,265,712		$	157,430,706		$	144,315,517		$	155,028,117
NET ASSETS CONSIST OF:
Paid-in-capital		$	13,716,393		$	76,122,563		$	120,451,664		$	149,909,647		$	137,653,625		$	147,994,505
Undistributed net investment income (loss)			23,397			305,690			408,052			397,192			295,403			209,342
Accumulated net realized gain (loss) on total investments			(83,280	)		(746,552	)		(865,652	)		(962,195	)		(684,846	)		(627,698	)
Net unrealized appreciation (depreciation) on total investments			1,004,823			5,064,618			7,271,648			8,086,062			7,051,335			7,451,968
NET ASSETS		$	14,661,333		$	80,746,319		$	127,265,712		$	157,430,706		$	144,315,517		$	155,028,117
RETIREMENT CLASS:
Net assets		$	622,496		$	4,044,064		$	9,526,721		$	8,485,091		$	5,837,383		$	7,553,234
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)			54,883			350,289			822,046			732,242			503,968			651,402
Net asset value per share			$11.34			$11.54			$11.59			$11.59			$11.58			$11.60
INSTITUTIONAL CLASS:
Net assets		$	11,470,453		$	64,001,613		$	102,292,161		$	121,898,593		$	120,360,325		$	124,802,113
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)			1,010,890			5,517,173			8,787,240			10,477,169			10,347,798			10,716,982
Net asset value per share			$11.35			$11.60			$11.64			$11.63			$11.63			$11.65
PREMIER CLASS:
Net assets		$	2,568,384		$	12,700,642		$	15,446,830		$	27,047,022		$	18,117,809		$	22,672,770
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)			226,504			1,097,485			1,330,238			2,331,525			1,561,021			1,951,973
Net asset value per share			$11.34			$11.57			$11.61			$11.60			$11.61			$11.62
*	Affiliated investments, cost	$	13,648,324		$	75,335,868		$	119,457,290		$	148,966,830		$	136,690,655		$	146,951,703

40    2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements  See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report    41

Statements of assets and liabilities	concluded
TIAA-CREF Lifecycle Index Funds §  May 31, 2012

		Lifecycle Index 2035 Fund			Lifecycle Index 2040 Fund			Lifecycle Index 2045 Fund			Lifecycle Index 2050 Fund			Lifecycle Index 2055 Fund
ASSETS
Affiliated investments, at value*		$	144,877,868		$	194,194,644		$	55,591,189		$	36,047,042		$	10,295,213
Cash			54,202			107,420			41,092			24,031			15,824
Receivable from securities transactions			638,740			784,637			213,261			146,291			40,283
Receivable from Fund shares sold			532,062			655,758			474,433			263,328			33,403
Dividends and interest receivable			33,862			35,224			9,985			6,498			1,872
Due from affiliates			1,045			1,192			802			738			695
Other			1,292			1,755			476			336			73
Total assets			146,139,071			195,780,630			56,331,238			36,488,264			10,387,363
LIABILITIES
Management fees payable			1,196			1,603			458			297			85
Service agreement fees payable			129			157			59			35			20
Distribution fees payable			1,784			2,100			921			468			129
Due to affiliates			1,034			1,417			340			208			36
Payable for securities transactions			638,740			828,387			235,511			158,291			52,033
Accrued expenses and other payables			23,683			29,284			12,148			10,577			6,655
Total liabilities			666,566			862,948			249,437			169,876			58,958
NET ASSETS		$	145,472,505		$	194,917,682		$	56,081,801		$	36,318,388		$	10,328,405
NET ASSETS CONSIST OF:
Paid-in-capital		$	139,190,436		$	185,694,123		$	54,417,547		$	35,133,474		$	11,170,263
Undistributed net investment income (loss)			88,944			74,989			18,341			12,827			3,289
Accumulated net realized gain (loss) on total investments			(475,856	)		(539,878	)		(122,072	)		(124,259	)		(20,085	)
Net unrealized appreciation (depreciation) on total investments			6,668,981			9,688,448			1,767,985			1,296,346			(825,062	)
NET ASSETS		$	145,472,505		$	194,917,682		$	56,081,801		$	36,318,388		$	10,328,405
RETIREMENT CLASS:
Net assets		$	6,336,945		$	7,750,817		$	2,966,547		$	1,691,851		$	966,015
Outstanding shares of beneficial interest,
unlimited shares authorized ($.0001 par value)			547,484			669,759			258,065			147,289			105,364
Net asset value per share			$11.57			$11.57			$11.50			$11.49			$9.17
INSTITUTIONAL CLASS:
Net assets		$	125,358,496		$	170,933,832		$	45,913,210		$	30,943,119		$	8,375,892
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)			10,780,971			14,706,916			3,977,679			2,682,172			912,662
Net asset value per share			$11.63			$11.62			$11.54			$11.54			$9.18
PREMIER CLASS:
Net assets		$	13,777,064		$	16,233,033		$	7,202,044		$	3,683,418		$	986,498
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)			1,188,068			1,400,722			625,295			320,129			107,555
Net asset value per share			$11.60			$11.59			$11.52			$11.51			$9.17
*	Affiliated investments, cost	$	138,208,887		$	184,506,196		$	53,823,204		$	34,750,696		$	11,120,275

42    2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements   See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report    43

Statements of operations

TIAA-CREF Lifecycle Index Funds §  For the year ended May 31, 2012

	Lifecycle Index Retirement Income Fund			Lifecycle Index2010 Fund			Lifecycle Index2015 Fund			Lifecycle Index2020 Fund			Lifecycle Index 2025 Fund			Lifecycle Index 2030 Fund
INVESTMENT INCOME
Dividends from affiliated investments		$264,320		$	1,542,668		$	2,280,970		$	2,644,729		$	2,369,236		$	2,508,537
Total income		264,320			1,542,668			2,280,970			2,644,729			2,369,236			2,508,537
EXPENSES
Management fees		12,355			73,300			111,346			134,528			124,161			135,339
Distribution fees — Retirement Class		265			1,084			2,838			2,502			1,669			2,432
Distribution fees — Premier Class		3,433			19,069			22,863			38,099			24,626			31,499
Fund administration fees		750			4,596			7,037			8,536			7,874			8,594
Custody and accounting fees		8,313			8,346			8,310			8,310			8,325			8,328
Audit fees		20,539			20,567			20,583			20,591			20,587			20,592
Legal fees		216			1,651			2,398			2,917			2,679			2,997
Shareholder reports		7,930			23,806			29,119			36,556			34,103			37,047
Shareholder servicing — Retirement Class		1,536			5,640			14,418			12,763			8,547			12,382
Shareholder servicing — Institutional Class		160			238			278			294			293			300
Shareholder servicing — Premier Class		177			219			217			231			219			223
Trustee fees and expenses		142			748			1,125			1,351			1,249			1,361
Compliance fees		359			2,145			3,279			3,960			3,664			3,998
Interest expense		45			434			570			590			421			465
Registration fees		41,744			42,094			42,594			43,094			42,594			43,094
Other expenses		9,340			12,404			14,564			15,817			15,914			16,105
Total expenses		107,304			216,341			281,539			330,139			296,925			324,756
Less: Expenses reimbursed by the investment adviser		(89,919	)		(117,408	)		(130,192	)		(142,464	)		(138,087	)		(143,322	)
Fee waiver by investment adviser and TPIS		(5,208	)		(23,073	)		(25,108	)		(15,955	)		(14,084	)		(2,432	)
Net expenses		12,177			75,860			126,239			171,720			144,754			179,002
Net investment income (loss)		252,143			1,466,808			2,154,731			2,473,009			2,224,482			2,329,535
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON TOTAL INVESTMENTS:
Realized gain (loss) from sale of affiliated investments		(54,843	)		(474,257	)		(692,505	)		(787,022	)		(578,359	)		(448,861	)
Realized gain distributions from affiliated investments		1,419			5,841			6,322			4,362			1,160			400
Realized gain (loss) from sale of unaffiliated investments		(5,969	)		(233	)		5,356			—			(19,105	)		(24,449	)
Net realized gain (loss) from investments		(59,393	)		(468,649	)		(680,827	)		(782,660	)		(596,304	)		(472,910	)
Net change in unrealized appreciation (depreciation) from affiliated investments		134,716			80,216			(719,168	)		(2,662,294	)		(3,700,909	)		(5,787,169	)
Net realized and unrealized gain (loss) from investments		75,323			(388,433	)		(1,399,995	)		(3,444,954	)		(4,297,213	)		(6,260,079	)
Net increase (decrease) in net assets from operations		$327,466		$	1,078,375		$	754,736		$	(971,945	)	$	(2,072,731	)	$	(3,930,544	)

44     2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements  See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report     45

Statements of operations	concluded
TIAA-CREF Lifecycle Index Funds § For the year ended May 31, 2012

	Lifecycle Index 2035 Fund			Lifecycle Index 2040 Fund			Lifecycle Index 2045 Fund			Lifecycle Index 2050 Fund			Lifecycle Index 2055 Fund
INVESTMENT INCOME
Dividends from affiliated investments	$	2,275,524		$	3,060,439		$	782,757		$	516,706		$	167,498
Total income		2,275,524			3,060,439			782,757			516,706			167,498
EXPENSES
Management fees		126,213			168,516			44,306			29,111			9,644
Distribution fees — Retirement Class		1,894			2,313			818			466			471
Distribution fees — Premier Class		18,938			22,445			8,929			4,475			1,440
Fund administration fees		8,019			10,694			2,790			1,832			581
Custody and accounting fees		8,406			8,391			8,406			8,405			9,422
Audit fees		20,586			20,609			20,547			20,544			21,741
Legal fees		2,729			3,678			887			605			2,766
Shareholder reports		35,100			41,506			16,003			12,816			13,205
Shareholder servicing — Retirement Class		9,690			11,787			4,310			2,546			2,540
Shareholder servicing — Institutional Class		297			348			203			171			255
Shareholder servicing — Premier Class		212			213			200			194			197
Trustee fees and expenses		1,268			1,687			438			336			105
Compliance fees		3,730			4,927			1,295			844			278
Interest expense		414			715			99			68			3
Registration fees		42,594			43,094			42,094			41,744			43,020
Other expenses		16,649			19,020			11,983			10,781			9,777
Total expenses		296,739			359,943			163,308			134,938			115,445
Less: Expenses reimbursed by the investment adviser		(140,206	)		(155,099	)		(105,160	)		(98,542	)		(101,536	)
Fee waiver by investment adviser and TPIS		(1,894	)		(2,313	)		(818	)		(466	)		(470	)
Net expenses		154,639			202,531			57,330			35,930			13,439
Net investment income (loss)		2,120,885			2,857,908			725,427			480,776			154,059
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON TOTAL INVESTMENTS:
Realized gain (loss) from sale of affiliated investments		(368,022	)		(383,286	)		(72,342	)		(77,178	)		(14,663	)
Realized gain distributions from affiliated investments		412			574			146			96			31
Realized gain (loss) from sale of unaffiliated investments		(6,644	)		(14,365	)		(4,099	)		(5,106	)		632
Net realized gain (loss) from investments		(374,254	)		(397,077	)		(76,295	)		(82,188	)		(14,000	)
Net change in unrealized appreciation (depreciation) from affiliated investments		(6,551,446	)		(8,629,005	)		(2,587,551	)		(1,734,534	)		(695,081	)
Net realized and unrealized gain (loss) from investments		(6,925,700	)		(9,026,082	)		(2,663,846	)		(1,816,722	)		(709,081	)
Net increase (decrease) in net assets from operations		$(4,804,815	)		$(6,168,174	)		$(1,938,419	)		$(1,335,946	)		$(555,022	)

46     2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements  See notes to financial statements  TIAA-CREF Lifecycle Index Funds § 2012 Annual Report     47

Statements of changes in net assets

TIAA-CREF Lifecycle Index Funds § For the period or year ended

		Lifecycle Index Retirement Income Fund									Lifecycle Index 2010 Fund									Lifecycle Index 2015 Fund
		For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010			For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010			For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010
OPERATIONS
Net investment income (loss)		$	252,143		$	140,915		$	121,290		$	1,466,808		$	877,714		$	227,369		$	2,154,731		$	1,223,090		$	255,968
Net realized gain (loss) from investments			(59,393	)		18,504			16,129			(468,649	)		35,127			(115,035	)		(680,827	)		50,338			(66,885	)
Net change in unrealized appreciation (depreciation) from investments			134,716			537,002			333,105			80,216			3,781,774			1,202,628			(719,168	)		6,375,094			1,615,722
Net increase (decrease) in net assets from operations			327,466			696,421			470,524			1,078,375			4,694,615			1,314,962			754,736			7,648,522			1,804,805
DISTRIBUTION TO SHAREHOLDERS
From net investment income:	Retirement Class		(10,013	)		(3,806	)		(4,962	)		(47,716	)		(5,101	)		(1,096	)		(107,429	)		(6,081	)		(916	)
	Institutional Class		(193,197	)		(96,605	)		(111,108	)		(1,153,211	)		(686,469	)		(52,381	)		(1,703,748	)		(951,241	)		(56,496	)
	Premier Class		(44,948	)		(21,191	)		(5,215	)		(225,845	)		(93,316	)		(1,160	)		(265,721	)		(133,219	)		(981	)
From realized gains:	Retirement Class		(1,407	)		(932	)		–			(5,886	)		(192	)		–			(7,806	)		(142	)		–
	Institutional Class		(23,271	)		(22,091	)		–			(135,993	)		(24,428	)		–			(116,928	)		(21,159	)		–
	Premier Class		(5,906	)		(4,913	)		–			(28,100	)		(3,396	)		–			(19,211	)		(3,032	)		–
Total distributions			(278,742	)		(149,538	)		(121,285	)		(1,596,751	)		(812,902	)		(54,637	)		(2,220,843	)		(1,114,874	)		(58,393	)
SHAREHOLDER TRANSACTIONS
Subscriptions:	Retirement Class		320,445			43,556			2,398			4,344,332			395,862			28,248			8,336,211			1,520,163			53,973
	Institutional Class		4,895,712			1,846,922			2,956,483			25,508,525			27,045,874			28,777,699			38,200,167			29,855,034			39,462,318
	Premier Class		812,984			1,596,773			482			7,593,298			7,398,737			477,085			8,929,031			9,090,168			479,702
Reinvestments of distributions:	Retirement Class		11,420			4,738			4,962			53,602			5,293			1,096			115,235			6,223			916
	Institutional Class		216,468			118,696			111,108			1,289,204			710,897			52,381			1,820,676			972,400			56,496
	Premier Class		50,854			26,104			5,215			253,945			96,712			1,160			284,932			136,251			980
Redemptions:	Retirement Class		(56,181	)		–			(10	)		(1,062,709	)		(40,896	)		(286	)		(837,958	)		(49,769	)		(490	)
	Institutional Class		(1,126,028	)		(633,016	)		(1,193,366	)		(11,909,614	)		(12,083,844	)		(2,943,089	)		(10,850,191	)		(5,377,314	)		(1,420,933	)
	Premier Class		(134,139	)		(166,069	)		(10	)		(2,840,250	)		(1,028,280	)		(2,311	)		(2,625,646	)		(1,706,673	)		(129	)
Net increase (decrease) from shareholder transactions			4,991,535			2,837,704			1,887,262			23,230,333			22,500,355			26,391,983			43,372,457			34,446,483			38,632,833
Net increase (decrease) in net assets			5,040,259			3,384,587			2,236,501			22,711,957			26,382,068			27,652,308			41,906,350			40,980,131			40,379,245
NET ASSETS
Beginning of period			9,621,074			6,236,487			3,999,986			58,034,362			31,652,294			3,999,986			85,359,362			44,379,231			3,999,986
End of period		$	14,661,333		$	9,621,074		$	6,236,487		$	80,746,319		$	58,034,362		$	31,652,294		$	127,265,712		$	85,359,362		$	44,379,231
Undistributed net investment income (loss) included in net assets		$	23,397		$	19,412		$	99		$	305,690		$	265,654		$	172,826		$	408,052		$	330,219		$	197,670
CHANGE IN FUND SHARES
Shares sold:	Retirement Class		28,817			3,929			231			378,092			34,690			2,661			724,840			131,973			5,179
	Institutional Class		436,398			167,419			288,026			2,209,496			2,407,823			2,751,512			3,298,903			2,647,789			3,772,869
	Premier Class		72,759			148,798			46			657,058			675,875			44,629			767,450			832,680			44,914
Shares reinvested:	Retirement Class		1,038			438			484			4,851			480			108			10,410			560			90
	Institutional Class		19,669			10,960			10,823			116,249			64,393			5,146			164,025			87,289			5,539
	Premier Class		4,629			2,410			508			22,940			8,768			114			25,716			12,253			96
Shares redeemed:	Retirement Class		(5,052	)		–			(1	)		(91,989	)		(3,578	)		(28	)		(71,669	)		(4,289	)		(48	)
	Institutional Class		(100,686	)		(57,020	)		(114,700	)		(1,026,349	)		(1,076,003	)		(285,093	)		(930,042	)		(472,208	)		(136,925	)
	Premier Class		(12,326	)		(15,319	)		(1	)		(244,483	)		(92,203	)		(213	)		(225,303	)		(152,555	)		(12	)
Net increase (decrease) from shareholder transactions			445,246			261,615			185,416			2,025,865			2,020,245			2,518,836			3,764,330			3,083,492			3,691,702

48     2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report     49

Statements of changes in net assets	continued
TIAA-CREF Lifecycle Index Funds § For the period or year ended

		Lifecycle Index 2020 Fund									Lifecycle Index 2025 Fund									Lifecycle Index 2030 Fund
		For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010			For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010			For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010
OPERATIONS
Net investment income (loss)		$	2,473,009		$	1,470,583		$	228,684		$	2,224,482		$	1,356,745		$	181,392		$	2,329,535		$	1,511,102		$	157,590
Net realized gain (loss) from investments			(782,660	)		64,407			(68,637	)		(596,304	)		89,150			(43,899	)		(472,910	)		119,310			(98,242	)
Net change in unrealized appreciation (depreciation) from investments			(2,662,294	)		8,856,442			1,891,914			(3,700,909	)		8,980,968			1,771,276			(5,787,169	)		11,189,807			2,049,330
Net increase (decrease) in net assets from operations			(971,945	)		10,391,432			2,051,961			(2,072,731	)		10,426,863			1,908,769			(3,930,544	)		12,820,219			2,108,678
DISTRIBUTION TO SHAREHOLDERS
From net investment income:	Retirement Class		(83,263	)		(5,768	)		(1,018	)		(60,980	)		(6,641	)		(1,158	)		(80,548	)		(12,705	)		(919	)
	Institutional Class		(1,888,073	)		(1,056,701	)		(58,364	)		(1,816,396	)		(1,099,015	)		(60,081	)		(1,866,635	)		(1,220,880	)		(63,350	)
	Premier Class		(421,527	)		(259,383	)		(1,081	)		(270,379	)		(151,439	)		(1,222	)		(329,023	)		(213,935	)		(984	)
From realized gains:	Retirement Class		(5,680	)		(98	)		–			(3,541	)		(82	)		–			(5,897	)		(171	)		–
	Institutional Class		(119,937	)		(16,991	)		–			(99,720	)		(12,952	)		–			(127,386	)		(15,767	)		–
	Premier Class		(28,334	)		(4,266	)		–			(15,674	)		(1,824	)		–			(23,813	)		(2,822	)		–
Total distributions			(2,546,814	)		(1,343,207	)		(60,463	)		(2,266,690	)		(1,271,953	)		(62,461	)		(2,433,302	)		(1,466,280	)		(65,253	)
SHAREHOLDER TRANSACTIONS
Subscriptions:	Retirement Class		7,266,975			1,988,304			32,462			5,302,337			829,392			52,596			5,733,691			1,856,345			179,463
	Institutional Class		44,386,790			29,339,797			47,324,288			41,405,172			28,994,503			46,351,206			40,773,799			26,823,688			52,485,244
	Premier Class		10,188,723			16,997,535			1,558,945			8,634,192			8,790,433			1,369,921			9,138,429			13,322,854			810,595
Reinvestments of distributions:	Retirement Class		88,943			5,866			1,017			64,521			6,723			1,158			86,445			12,876			919
	Institutional Class		2,008,010			1,073,692			58,364			1,916,116			1,111,967			60,080			1,994,021			1,236,647			63,350
	Premier Class		449,861			263,649			1,081			286,053			153,263			1,222			352,836			216,757			983
Redemptions:	Retirement Class		(1,175,253	)		(27,364	)		(1,113	)		(647,093	)		(96,906	)		(2,162	)		(543,556	)		(36,004	)		(5,331	)
	Institutional Class		(6,353,473	)		(4,766,517	)		(1,070,393	)		(5,642,696	)		(2,908,221	)		(463,595	)		(4,711,996	)		(2,613,162	)		(1,083,125	)
	Premier Class		(2,492,569	)		(1,234,639	)		(3,225	)		(1,268,092	)		(648,336	)		(20	)		(1,411,884	)		(688,101	)		(1,170	)
Net increase (decrease) from shareholder transactions			54,368,007			43,640,323			47,901,426			50,050,510			36,232,818			47,370,406			51,411,785			40,131,900			52,450,928
Net increase (decrease) in net assets			50,849,248			52,688,548			49,892,924			45,711,089			45,387,728			49,216,714			45,047,939			51,485,839			54,494,353
NET ASSETS
Beginning of period			106,581,458			53,892,910			3,999,986			98,604,428			53,216,700			3,999,986			109,980,178			58,494,339			3,999,986
End of period		$	157,430,706		$	106,581,458		$	53,892,910		$	144,315,517		$	98,604,428		$	53,216,700		$	155,028,117		$	109,980,178		$	58,494,339
Undistributed net investment income (loss) included in net assets		$	397,192		$	317,046		$	168,315		$	295,403		$	218,676		$	119,026		$	209,342		$	156,013		$	92,431
CHANGE IN FUND SHARES
Shares sold:	Retirement Class		630,118			170,427			3,113			459,596			70,231			5,073			493,560			156,136			17,462
	Institutional Class		3,818,188			2,566,756			4,516,336			3,563,177			2,516,968			4,412,675			3,488,566			2,306,577			4,993,686
	Premier Class		870,156			1,549,610			146,103			734,604			798,340			128,507			770,738			1,210,628			76,039
Shares reinvested:	Retirement Class		8,057			524			100			5,866			596			113			7,873			1,132			90
	Institutional Class		181,392			95,695			5,716			173,561			98,404			5,885			180,946			108,478			6,187
	Premier Class		40,748			23,540			106			25,958			13,575			120			32,076			19,030			96
Shares redeemed:	Retirement Class		(102,660	)		(2,328	)		(109	)		(54,084	)		(8,211	)		(212	)		(46,214	)		(3,111	)		(525	)
	Institutional Class		(542,387	)		(412,808	)		(101,719	)		(481,086	)		(247,638	)		(44,148	)		(396,288	)		(216,811	)		(104,359	)
	Premier Class		(216,233	)		(107,207	)		(297	)		(109,217	)		(55,864	)		(2	)		(121,367	)		(60,159	)		(109	)
Net increase (decrease) from shareholder transactions			4,687,379			3,884,209			4,569,349			4,318,375			3,186,401			4,508,011			4,409,890			3,521,900			4,988,567

50     2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report     51

Statements of changes in net assets	continued
TIAA-CREF Lifecycle Index Funds § For the period or year ended

		Lifecycle Index 2035 Fund									Lifecycle Index 2040 Fund									Lifecycle Index 2045 Fund
		For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010			For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010			For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010
OPERATIONS
Net investment income (loss)		$	2,120,885		$	1,384,607		$	108,750		$	2,857,908		$	1,857,576		$	132,626		$	725,427		$	437,055		$	82,939
Net realized gain (loss) from investments			(374,254	)		96,010			(43,383	)		(397,077	)		191,581			(61,250	)		(76,295	)		22,467			(15,891	)
Net change in unrealized appreciation (depreciation) from investments			(6,551,446	)		11,208,122			2,012,305			(8,629,005	)		15,184,038			3,133,415			(2,587,551	)		3,631,554			723,982
Net increase (decrease) in net assets from operations			(4,804,815	)		12,688,739			2,077,672			(6,168,174	)		17,233,195			3,204,791			(1,938,419	)		4,091,076			791,030
DISTRIBUTION TO SHAREHOLDERS
From net investment income:	Retirement Class		(63,995	)		(11,939	)		(1,046	)		(78,384	)		(9,880	)		(511	)		(25,317	)		(6,515	)		(2,305	)
	Institutional Class		(1,840,440	)		(1,241,075	)		(64,579	)		(2,545,955	)		(1,681,104	)		(66,781	)		(607,287	)		(376,305	)		(61,351	)
	Premier Class		(194,446	)		(106,763	)		(1,110	)		(232,989	)		(157,036	)		(575	)		(91,666	)		(54,051	)		(2,370	)
From realized gains:	Retirement Class		(4,644	)		(94	)		–			(7,412	)		(100	)		–			(1,741	)		(82	)		–
	Institutional Class		(125,222	)		(9,415	)		–			(225,801	)		(16,352	)		–			(39,062	)		(4,565	)		–
	Premier Class		(14,027	)		(827	)		–			(21,908	)		(1,559	)		–			(6,241	)		(669	)		–
Total distributions			(2,242,774	)		(1,370,113	)		(66,735	)		(3,112,449	)		(1,866,031	)		(67,867	)		(771,314	)		(442,187	)		(66,026	)
SHAREHOLDER TRANSACTIONS
Subscriptions:	Retirement Class		5,260,156			1,117,713			129,980			6,449,374			1,407,126			121,564			2,541,683			214,514			54,783
	Institutional Class		42,651,368			26,633,743			51,457,873			61,022,600			28,055,179			73,388,721			19,541,136			8,420,892			13,247,644
	Premier Class		7,720,468			5,881,014			1,045,852			6,438,057			8,452,623			1,491,364			3,259,314			3,681,968			133,385
Reinvestments of distributions:	Retirement Class		68,639			12,033			1,046			85,796			9,980			511			27,058			6,597			2,305
	Institutional Class		1,965,662			1,250,490			64,579			2,771,756			1,697,456			66,781			646,349			380,870			61,351
	Premier Class		208,473			107,590			1,110			254,897			158,595			575			97,907			54,720			2,370
Redemptions:	Retirement Class		(495,874	)		(48,505	)		(4,603	)		(519,111	)		(37,236	)		(4,290	)		(128,378	)		(9,212	)		(3,530	)
	Institutional Class		(4,373,444	)		(3,287,430	)		(536,552	)		(4,153,172	)		(3,302,540	)		(893,887	)		(528,281	)		(698,712	)		(196,091	)
	Premier Class		(1,323,758	)		(317,049	)		(29	)		(855,513	)		(412,965	)		(10	)		(310,737	)		(82,240	)		(10	)
Net increase (decrease) from shareholder transactions			51,681,690			31,349,599			52,159,256			71,494,684			36,028,218			74,171,329			25,146,051			11,969,397			13,302,207
Net increase (decrease) in net assets			44,634,101			42,668,225			54,170,193			62,214,061			51,395,382			77,308,253			22,436,318			15,618,286			14,027,211
NET ASSETS
Beginning of period			100,838,404			58,170,179			3,999,986			132,703,621			81,308,239			3,999,986			33,645,483			18,027,197			3,999,986
End of period		$	145,472,505		$	100,838,404		$	58,170,179		$	194,917,682		$	132,703,621		$	81,308,239		$	56,081,801		$	33,645,483		$	18,027,197
Undistributed net investment income (loss) included in net assets		$	88,944		$	66,940		$	42,110		$	74,989		$	74,409		$	64,853		$	18,341		$	17,191		$	17,007
CHANGE IN FUND SHARES
Shares sold:	Retirement Class		453,548			94,033			12,652			554,428			116,577			11,806			218,812			18,061			5,347
	Institutional Class		3,650,996			2,275,269			4,899,242			5,262,363			2,388,551			7,010,897			1,667,316			717,781			1,266,083
	Premier Class		646,384			529,709			98,291			542,333			762,473			139,891			278,318			328,751			12,594
Shares reinvested:	Retirement Class		6,274			1,051			102			7,850			869			50			2,492			579			226
	Institutional Class		179,185			109,022			6,301			252,897			147,605			6,502			59,353			33,380			6,015
	Premier Class		19,039			9,388			108			23,300			13,815			56			9,007			4,800			232
Shares redeemed:	Retirement Class		(40,657	)		(4,068	)		(451	)		(43,334	)		(3,068	)		(419	)		(11,322	)		(778	)		(351	)
	Institutional Class		(365,269	)		(272,067	)		(51,707	)		(355,918	)		(270,511	)		(85,470	)		(45,916	)		(57,720	)		(18,614	)
	Premier Class		(112,939	)		(26,910	)		(3	)		(70,658	)		(35,487	)		(1	)		(26,547	)		(6,859	)		(1	)
Net increase (decrease) from shareholder transactions			4,436,561			2,715,427			4,964,535			6,173,261			3,120,824			7,083,312			2,151,513			1,037,995			1,271,531

52     2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report     53

Statements of changes in net assets	concluded
TIAA-CREF Lifecycle Index Funds § For the period or year ended

		Lifecycle Index 2050 Fund									Lifecycle Index 2055 Fund
		For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010			For the year ended May 31, 2012			For the period April 29, 2011 to May 31, 2011
OPERATIONS
Net investment income (loss)		$	480,776		$	285,962		$	78,549		$	154,059		$	994
Net realized gain (loss) from investments			(82,188	)		10,662			(17,202	)		(14,000	)		(1,168	)
Net change in unrealized appreciation (depreciation) from investments			(1,734,534	)		2,424,308			606,572			(695,081	)		(129,981	)
Net increase (decrease) in net assets from operations			(1,335,946	)		2,720,932			667,919			(555,022	)		(130,155	)
DISTRIBUTION TO SHAREHOLDERS
From net investment income:	Retirement Class		(13,918	)		(5,131	)		(2,534	)		(13,520	)		–
	Institutional Class		(420,323	)		(252,718	)		(60,836	)		(123,892	)		–
	Premier Class		(45,740	)		(28,847	)		(2,599	)		(14,702	)		–
From realized gains:	Retirement Class		(950	)		(87	)		–			(478	)		–
	Institutional Class		(26,747	)		(4,099	)		–			(3,941	)		–
	Premier Class		(3,078	)		(478	)		–			(498	)		–
Total distributions			(510,756	)		(291,360	)		(65,969	)		(157,031	)		–
SHAREHOLDER TRANSACTIONS
Subscriptions:	Retirement Class		1,365,807			71,830			14,715			43,345			1,000,000
	Institutional Class		13,113,647			6,372,635			7,659,905			968,235			8,000,000
	Premier Class		1,611,161			1,934,178			54,592			52,373			1,000,000
Reinvestments of distributions:	Retirement Class		14,868			5,218			2,534			13,998			–
	Institutional Class		447,070			256,817			60,836			127,833			–
	Premier Class		48,818			29,325			2,599			15,200			–
Redemptions:	Retirement Class		(42,290	)		(3,934	)		(1,428	)		(7,897	)		–
	Institutional Class		(761,577	)		(567,328	)		(243,006	)		(42,464	)		–
	Premier Class		(239,205	)		(74,195	)		(10	)		(10	)		–
Net increase (decrease) from shareholder transactions			15,558,299			8,024,546			7,550,737			1,170,613			10,000,000
Net increase (decrease) in net assets			13,711,597			10,454,118			8,152,687			458,560			9,869,845
NET ASSETS
Beginning of period			22,606,791			12,152,673			3,999,986			9,869,845			–
End of period		$	36,318,388		$	22,606,791		$	12,152,673		$	10,328,405		$	9,869,845
Undistributed net investment income (loss) included in net assets		$	12,827		$	11,940		$	12,674		$	3,289		$	1,123
CHANGE IN FUND SHARES
Shares sold:	Retirement Class		116,911			5,998			1,437			4,643			100,000
	Institutional Class		1,117,010			543,797			737,505			102,295			800,000
	Premier Class		138,327			171,678			5,158			5,801			100,000
Shares reinvested:	Retirement Class		1,370			458			249			1,616			–
	Institutional Class		41,053			22,508			5,970			14,778			–
	Premier Class		4,495			2,575			255			1,755			–
Shares redeemed:	Retirement Class		(3,661	)		(331	)		(142	)		(895	)		–
	Institutional Class		(66,169	)		(46,206	)		(23,296	)		(4,411	)		–
	Premier Class		(21,092	)		(6,266	)		(1	)		(1	)		–
Net increase (decrease) from shareholder transactions			1,328,244			694,211			727,135			125,581			1,000,000

54     2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report     55

Financial highlights

Lifecycle Index Retirement Income Fund § For the period or year ended

	Retirement Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period		$11.36			$10.65			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.21			0.16			0.22			0.00	(d)
Net realized and unrealized gain (loss) on total investments		0.01			0.73			0.63			–
Total gain (loss) from investment operations		0.22			0.89			0.85			0.00	(d)
Less distributions from:
Net investment income		(0.21	)		(0.14	)		(0.20	)		–
Net realized gains		(0.03	)		(0.04	)		–			–
Total distributions		(0.24	)		(0.18	)		(0.20	)		–
Net asset value, end of period		$11.34			$11.36			$10.65			$10.00
TOTAL RETURN		2.02	%		8.44	%(b)		8.56	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period or year (in thousands)		$622			$342			$274			$250
Ratio of expenses to average net assets before expense waiver and reimbursement (e)		1.16	%		1.14	%(c)		2.07	%		875.82	%(c)
Ratio of expenses to average net assets after expense waiver and reimbursement (e)		0.31	%		0.31	%(c)		0.33	%		0.35	%(c)
Ratio of net investment income (loss) to average net assets		1.90	%		2.20	%(c)		2.13	%		(0.35	)%(c)
Portfolio turnover rate		25	%		13	%(b)		39	%		0	%(b)

56 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Financial highlights continued

Lifecycle Index Retirement Income Fund § For the period or year ended

	Institutional Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$11.36			$10.65			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.23			0.18			0.22			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		0.03			0.73			0.65			–
Total gain (loss) from
investment operations		0.26			0.91			0.87			0.00	(d)
Less distributions from:
Net investment income		(0.24	)		(0.16	)		(0.22	)		–
Net realized gains		(0.03	)		(0.04	)		–			–
Total distributions		(0.27	)		(0.20	)		(0.22	)		–
Net asset value, end of period		$11.35			$11.36			$10.65			$10.00
TOTAL RETURN		2.36	%		8.56	%(b)		8.82	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$11,470			$7,447			$5,690			$3,500
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.82	%		0.76	%(c)		1.74	%		670.85	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.06	%		0.06	%(c)		0.08	%		0.10	%(c)
Ratio of net investment
income (loss) to
average net assets		2.07	%		2.51	%(c)		2.19	%		(0.10	)%(c)
Portfolio turnover rate		25	%		13	%(b)		39	%		0	%(b)

See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 57

Financial highlights concluded

Lifecycle Index Retirement Income Fund § For the period or year ended

	Premier Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$11.35			$10.65			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.22			0.17			0.23			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		0.02			0.72			0.63			–
Total gain (loss) from
investment operations		0.24			0.89			0.86			0.00	(d)
Less distributions from:
Net investment income		(0.22	)		(0.15	)		(0.21	)		–
Net realized gains		(0.03	)		(0.04	)		–			–
Total distributions		(0.25	)		(0.19	)		(0.21	)		–
Net asset value, end of period		$11.34			$11.35			$10.65			$10.00
TOTAL RETURN		2.21	%		8.40	%(b)		8.67	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$2,568			$1,833			$272			$250
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.98	%		0.93	%(c)		1.91	%		875.72	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.21	%		0.21%(c	)		0.23	%		0.25	%(c)
Ratio of net investment
income (loss) to
average net assets		1.97	%		2.30	%(c)		2.24	%		(0.25	)%(c)
Portfolio turnover rate		25	%		13	%(b)		39	%		0	%(b)

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.13%, 0.12% and 0.13%, respectively.
*	The Retirement Class, Institutional Class, and Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.

58 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Financial highlights

Lifecycle Index 2010 Fund § For the period or year ended

	Retirement Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period		$11.72			$10.82			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.21			0.15			0.21			0.00	(d)
Net realized and unrealized gain (loss) on total investments		(0.15	)		0.92			0.65			–
Total gain (loss) from
investment operations		0.06			1.07			0.86			0.00	(d)
Less distributions from:
Net investment income		(0.21	)		(0.16	)		(0.04	)		–
Net realized gains		(0.03	)		(0.01	)		–			–
Total distributions		(0.24	)		(0.17	)		(0.04	)		–
Net asset value, end of period		$11.54			$11.72			$10.82			$10.00
TOTAL RETURN		0.58	%		9.98	%(b)		8.67	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$4,044			$695			$300			$250
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.56	%		0.63	%(c)		1.22	%		875.82	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.32	%		0.32	%(c)		0.33	%		0.35	%(c)
Ratio of net investment
income (loss) to
average net assets		1.81	%		2.03	%(c)		2.01	%		(0.35	)%(c)
Portfolio turnover rate		25	%		38	%(b)		43	%		0	%(b)

See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 59

Financial highlights	continued
Lifecycle Index 2010 Fund § For the period or year ended

	Institutional Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period		$11.75			$10.84			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.23			0.20			0.17			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.13	)		0.89			0.72			–
Total gain (loss) from
investment operations		0.10			1.09			0.89			0.00	(d)
Less distributions from:
Net investment income		(0.22	)		(0.17	)		(0.05	)		–
Net realized gains		(0.03	)		(0.01	)		–			–
Total distributions		(0.25	)		(0.18	)		(0.05	)		–
Net asset value, end of period		$11.60			$11.75			$10.84			$10.00
TOTAL RETURN		0.92	%		10.14	%(b)		8.94	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$64,002			$49,573			$30,599			$3,500
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.26	%		0.28	%(c)		0.80	%		670.85	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.07	%		0.07	%(c)		0.07	%		0.10	%(c)
Ratio of net investment
income (loss) to
average net assets		2.04	%		2.67	%(c)		1.65	%		(0.10	)%(c)
Portfolio turnover rate		25	%		38	%(b)		43	%		0	%(b)

60 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Financial highlights	concluded
Lifecycle Index 2010 Fund § For the period or year ended

	Premier Class
		05/31/12		05/31/11	†	09/30/10		09/30/09	*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$11.73		$10.83		$10.00		$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.22		0.18		0.22		0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.14	)	0.90		0.66		–
Total gain (loss) from
investment operations		0.08		1.08		0.88		0.00	(d)
Less distributions from:
Net investment income		(0.21	)	(0.17	)	(0.05	)	–
Net realized gains		(0.03	)	(0.01	)	–		–
Total distributions		(0.24	)	(0.18	)	(0.05	)	–
Net asset value, end of period		$11.57		$11.73		$10.83		$10.00
TOTAL RETURN		0.74	%	10.02	%(b)	8.79	%	0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$12,701		$7,766		$753		$250
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.41	%	0.43	%(c)	1.04	%	875.72	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.22	%	0.22	%(c)	0.23	%	0.25	%(c)
Ratio of net investment
income (loss) to
average net assets		1.87	%	2.36	%(c)	2.08	%	(0.25	)%(c)
Portfolio turnover rate		25	%	38	%(b)	43	%	0	%(b)

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.12%, 0.11% and 0.12%, respectively.
*	The Retirement Class, Institutional Class, and Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.

See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 61

Financial highlights

Lifecycle Index 2015 Fund § For the period or year ended

	Retirement Class
		05/31/12		05/31/11	†	09/30/10		09/30/09	*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$11.86		$10.83		$10.00		$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.19		0.11		0.20		0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.25	)	1.09		0.67		–
Total gain (loss) from
investment operations		(0.06	)	1.20		0.87		0.00	(d)
Less distributions from:
Net investment income		(0.20	)	(0.17	)	(0.04	)	–
Net realized gains		(0.01	)	–		–		–
Total distributions		(0.21	)	(0.17	)	(0.04	)	–
Net asset value, end of period		$11.59		$11.86		$10.83		$10.00
TOTAL RETURN		(0.40	)%	11.18	%(b)	8.69	%	0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$9,527		$1,880		$327		$250
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.51	%	0.56	%(c)	1.07	%	875.82	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.33	%	0.33	%(c)	0.33	%	0.35	%(c)
Ratio of net investment
income (loss) to
average net assets		1.64	%	1.47	%(c)	1.89	%	(0.35	)%(c)
Portfolio turnover rate		21	%	13	%(b)	23	%	0	%(b)

62 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Financial highlights	continued
Lifecycle Index 2015 Fund § For the period or year ended

	Institutional Class
		05/31/12		05/31/11	†	09/30/10		09/30/09	*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$11.90		$10.85		$10.00		$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.23		0.19		0.14		0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.27	)	1.03		0.75		–
Total gain (loss) from
investment operations		(0.04	)	1.22		0.89		0.00	(d)
Less distributions from:
Net investment income		(0.21	)	(0.17	)	(0.04	)	–
Net realized gains		(0.01	)	–		–		–
Total distributions		(0.22	)	(0.17	)	(0.04	)	–
Net asset value, end of period		$11.64		$11.90		$10.85		$10.00
TOTAL RETURN		(0.21	)%	11.43	%(b)	8.96	%	0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$102,292		$74,426		$43,294		$3,500
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.22	%	0.24	%(c)	0.64	%	670.85	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.08	%	0.08	%(c)	0.07	%	0.10	%(c)
Ratio of net investment
income (loss) to
average net assets		1.97	%	2.52	%(c)	1.38	%	(0.10	)%(c)
Portfolio turnover rate		21	%	13	%(b)	23	%	0	%(b)

See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 63

Financial highlights	concluded
Lifecycle Index 2015 Fund § For the period or year ended

	Premier Class
		05/31/12		05/31/11	†	09/30/10		09/30/09	*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$11.88		$10.83		$10.00		$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.21		0.19		0.20		0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.27	)	1.03		0.67		–
Total gain (loss) from
investment operations		(0.06	)	1.22		0.87		0.00	(d)
Less distributions from:
Net investment income		(0.20	)	(0.17	)	(0.04	)	–
Net realized gains		(0.01	)	–		–		–
Total distributions		(0.21	)	(0.17	)	(0.04	)	–
Net asset value, end of period		$11.61		$11.88		$10.83		$10.00
TOTAL RETURN		(0.39	)%	11.41	%(b)	8.72	%	0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$15,447		$9,054		$758		$250
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.37	%	0.40	%(c)	0.90	%	875.72	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.23	%	0.22	%(c)	0.23	%	0.25	%(c)
Ratio of net investment
income (loss) to
average net assets		1.82	%	2.47	%(c)	1.97	%	(0.25	)%(c)
Portfolio turnover rate		21	%	13	%(b)	23	%	0	%(b)

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.11%, 0.10% and 0.11%, respectively.
*	The Retirement Class, Institutional Class, and Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.

64 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Financial highlights

Lifecycle Index 2020 Fund § For the period or year ended

	Retirement Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$12.01			$10.83			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.18			0.09			0.19			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.40	)		1.26			0.68			–
Total gain (loss) from
investment operations		(0.22	)		1.35			0.87			0.00	(d)
Less distributions from:
Net investment income		(0.19	)		(0.17	)		(0.04	)		–
Net realized gains		(0.01	)		–			–			–
Total distributions		(0.20	)		(0.17	)		(0.04	)		–
Net asset value, end of period		$11.59			$12.01			$10.83			$10.00
TOTAL RETURN		(1.70	)%		12.58	%(b)		8.73	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$8,485			$2,363			$304			$250
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.51	%		0.54	%(c)		1.06	%		875.82	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.34	%		0.33	%(c)		0.33	%		0.35	%(c)
Ratio of net investment
income (loss) to
average net assets		1.55	%		1.20	%(c)		1.80	%		(0.35	)%(c)
Portfolio turnover rate		14	%		11	%(b)		22	%		0	%(b)

See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 65

Financial highlights	continued
Lifecycle Index 2020 Fund § For the period or year ended

	Institutional Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$12.04			$10.85			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.22			0.19			0.12			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.41	)		1.18			0.78			–
Total gain (loss) from
investment operations		(0.19	)		1.37			0.90			0.00	(d)
Less distributions from:
Net investment income		(0.21	)		(0.18	)		(0.05	)		–
Net realized gains		(0.01	)		–			–			–
Total distributions		(0.22	)		(0.18	)		(0.05	)		–
Net asset value, end of period		$11.63			$12.04			$10.85			$10.00
TOTAL RETURN		(1.49	)%		12.74	%(b)		9.00	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$121,899			$84,549			$51,737			$3,500
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.21	%		0.23	%(c)		0.62	%		670.85	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.09	%		0.08	%(c)		0.07	%		0.10	%(c)
Ratio of net investment
income (loss) to
average net assets		1.88	%		2.48	%(c)		1.16	%		(0.10	)%(c)
Portfolio turnover rate		14	%		11	%(b)		22	%		0	%(b)

66 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Financial highlights	concluded
Lifecycle Index 2020 Fund § For the period or year ended

	Premier Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$12.02			$10.83			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.20			0.18			0.18			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.41	)		1.18			0.69			–
Total gain (loss) from
investment operations		(0.21	)		1.36			0.87			0.00(d	)
Less distributions from:
Net investment income		(0.20	)		(0.17	)		(0.04	)		–
Net realized gains		(0.01	)		–			–			–
Total distributions		(0.21	)		(0.17	)		(0.04	)		–
Net asset value, end of period		$11.60			$12.02			$10.83			$10.00
TOTAL RETURN		(1.67	)%		12.72	%(b)		8.76	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$27,047			$19,670			$1,851			$250
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.36	%		0.38	%(c)		0.85	%		875.72	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.24	%		0.23	%(c)		0.23	%		0.25	%(c)
Ratio of net investment
income (loss) to
average net assets		1.71	%		2.38	%(c)		1.72	%		(0.25	)%(c)
Portfolio turnover rate		14	%		11	%(b)		22	%		0	%(b)

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.11%, 0.10% and 0.10%, respectively.
*	The Retirement Class, Institutional Class, and Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.

See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 67

Financial highlights

Lifecycle Index 2025 Fund § For the period or year ended

	Retirement Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$12.15			$10.82			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.19			0.13			0.18			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.56	)		1.38			0.69			–
Total gain (loss) from
investment operations		(0.37	)		1.51			0.87			0.00	(d)
Less distributions from:
Net investment income		(0.19	)		(0.18	)		(0.05	)		–
Net realized gains		(0.01	)		–			–			–
Total distributions		(0.20	)		(0.18	)		(0.05	)		–
Net asset value, end of period		$11.58			$12.15			$10.82			$10.00
TOTAL RETURN		(2.97	)%		14.06	%(b)		8.69	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$5,837			$1,125			$324			$250
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.51	%		0.57	%(c)		1.10	%		875.82	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.34	%		0.33	%(c)		0.33	%		0.35	%(c)
Ratio of net investment
income (loss) to
average net assets		1.66	%		1.65	%(c)		1.69	%		(0.35	)%(c)
Portfolio turnover rate		12	%		9	%(b)		16	%		0	%(b)

68 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Financial highlights continued

Lifecycle Index 2025 Fund § For the period or year ended

	Institutional Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$12.18			$10.84			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.21			0.19			0.10			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.55	)		1.33			0.79			–
Total gain (loss) from
investment operations		(0.34	)		1.52			0.89			0.00	(d)
Less distributions from:
Net investment income		(0.20	)		(0.18	)		(0.05	)		–
Net realized gains		(0.01	)		–			–			–
Total distributions		(0.21	)		(0.18	)		(0.05	)		–
Net asset value, end of period		$11.63			$12.18			$10.84			$10.00
TOTAL RETURN		(2.70	)%		14.21	%(b)		8.96	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$120,360			$86,413			$51,228			$3,500
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.21	%		0.23	%(c)		0.65	%		670.85	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.09	%		0.08	%(c)		0.07	%		0.10	%(c)
Ratio of net investment
income (loss) to
average net assets		1.82	%		2.49	%(c)		0.97	%		(0.10	)%(c)
Portfolio turnover rate		12	%		9	%(b)		16	%		0	%(b)

See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 69

Financial highlights concluded

Lifecycle Index 2025 Fund § For the period or year ended

	Premier Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$12.16			$10.83			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.19			0.19			0.17			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.54	)		1.32			0.71			–
Total gain (loss) from
investment operations		(0.35	)		1.51			0.88			0.00	(d)
Less distributions from:
Net investment income		(0.19	)		(0.18	)		(0.05	)		–
Net realized gains		(0.01	)		–			–			–
Total distributions		(0.20	)		(0.18	)		(0.05	)		–
Net asset value, end of period		$11.61			$12.16			$10.83			$10.00
TOTAL RETURN		(2.79	)%		14.09	%(b)		8.82	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$18,118			$11,066			$1,664			$250
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.36	%		0.39	%(c)		0.89	%		875.72	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.24	%		0.23	%(c)		0.23	%		0.25	%(c)
Ratio of net investment
income (loss) to
average net assets		1.66	%		2.40	%(c)		1.61	%		(0.25	)%(c)
Portfolio turnover rate		12	%		9	%(b)		16	%		0	%(b)

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.10%, 0.09% and 0.10%, respectively.
*	The Retirement Class, Institutional Class, and Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.

70 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Financial highlights

Lifecycle Index 2030 Fund § For the period or year ended

	Retirement Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$12.31			$10.83			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.18			0.13			0.15			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.70	)		1.53			0.72			–
Total gain (loss) from
investment operations		(0.52	)		1.66			0.87			0.00	(d)
Less distributions from:
Net investment income		(0.18	)		(0.18	)		(0.04	)		–
Net realized gains		(0.01	)		–			–			–
Total distributions		(0.19	)		(0.18	)		(0.04	)		–
Net asset value, end of period		$11.60			$12.31			$10.83			$10.00
TOTAL RETURN		(4.10	)%		15.52	%(b)		8.69	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$7,553			$2,415			$455			$250
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.51	%		0.54	%(c)		1.01	%		875.82	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.35	%		0.34	%(c)		0.33	%		0.35	%(c)
Ratio of net investment
income (loss) to
average net assets		1.54	%		1.62	%(c)		1.47	%		(0.35	)%(c)
Portfolio turnover rate		10	%		9	%(b)		16	%		0	%(b)

See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 71

Financial highlights	continued
Lifecycle Index 2030 Fund § For the period or year ended

	Institutional Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$12.35			$10.86			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.21			0.19			0.07			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.71	)		1.49			0.83			–
Total gain (loss) from
investment operations		(0.50	)		1.68			0.90			0.00	(d)
Less distributions from:
Net investment income		(0.19	)		(0.19	)		(0.04	)		–
Net realized gains		(0.01	)		–			–			–
Total distributions		(0.20	)		(0.19	)		(0.04	)		–
Net asset value, end of period		$11.65			$12.35			$10.86			$10.00
TOTAL RETURN		(3.89	)%		15.64	%(b)		9.06	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$124,802			$91,910			$56,944			$3,500
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.21	%		0.22	%(c)		0.59	%		670.85	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.10	%		0.09	%(c)		0.07	%		0.10	%(c)
Ratio of net investment
income (loss) to
average net assets		1.76	%		2.46	%(c)		0.71	%		(0.10	)%(c)
Portfolio turnover rate		10	%		9	%(b)		16	%		0	%(b)

72 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Financial highlights	concluded
Lifecycle Index 2030 Fund § For the period or year ended

	Premier Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$12.32			$10.84			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.18			0.18			0.16			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.69	)		1.49			0.72			–
Total gain (loss) from
investment operations		(0.51	)		1.67			0.88			0.00	(d)
Less distributions from:
Net investment income		(0.18	)		(0.19	)		(0.04	)		–
Net realized gains		(0.01	)		–			–			–
Total distributions		(0.19	)		(0.19	)		(0.04	)		–
Net asset value, end of period		$11.62			$12.32			$10.84			$10.00
TOTAL RETURN		(4.00	)%		15.54	%(b)		8.82	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$22,673			$15,655			$1,095			$250
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.36	%		0.37	%(c)		0.83	%		875.72	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.25	%		0.24	%(c)		0.23	%		0.25	%(c)
Ratio of net investment
income (loss) to
average net assets		1.57	%		2.33	%(c)		1.56	%		(0.25	)%(c)
Portfolio turnover rate		10	%		9	%(b)		16	%		0	%(b)

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 was 0.09%.
*	The Retirement Class, Institutional Class, and Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.

See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 73

Financial highlights

Lifecycle Index 2035 Fund § For the period or year ended

	Retirement Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period		$12.44			$10.82			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.18			0.13			0.15			0.00	(d)
Net realized and unrealized gain (loss) on total investments		(0.86	)		1.68			0.71			–
Total gain (loss) from investment operations		(0.68	)		1.81			0.86			0.00	(d)
Less distributions from:
Net investment income		(0.18	)		(0.19	)		(0.04	)		–
Net realized gains		(0.01	)		–			–			–
Total distributions		(0.19	)		(0.19	)		(0.04	)		–
Net asset value, end of period		$11.57			$12.44			$10.82			$10.00
TOTAL RETURN		(5.36	)%		16.89	%(b)		8.64	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period or year (in thousands)		$6,337			$1,597			$404			$250
Ratio of expenses to average net assets before expense waiver and reimbursement (e)		0.51	%		0.55	%(c)		1.04	%		875.82	%(c)
Ratio of expenses to average net assets after expense waiver and reimbursement (e)		0.35	%		0.34	%(c)		0.33	%		0.35	%(c)
Ratio of net investment income (loss) to average net assets		1.54	%		1.61	%(c)		1.41	%		(0.35	)%(c)
Portfolio turnover rate		19	%		10	%(b)		10	%		0	%(b)

74 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Financial highlights	continued
Lifecycle Index 2035 Fund § For the period or year ended

	Institutional Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period		$12.48			$10.84			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.20			0.19			0.05			0.00	(d)
Net realized and unrealized gain (loss) on total investments		(0.85	)		1.65			0.84			–
Total gain (loss) from investment operations		(0.65	)		1.84			0.89			0.00	(d)
Less distributions from:
Net investment income		(0.19	)		(0.20	)		(0.05	)		–
Net realized gains		(0.01	)		–			–			–
Total distributions		(0.20	)		(0.20	)		(0.05	)		–
Net asset value, end of period		$11.63			$12.48			$10.84			$10.00
TOTAL RETURN		(5.07	)%		17.12	%(b)		8.91	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period or year (in thousands)		$125,358			$91,325			$56,430			$3,500
Ratio of expenses to average net assets before expense waiver and reimbursement (e)		0.21	%		0.23	%(c)		0.61	%		670.85	%(c)
Ratio of expenses to average net assets after expense waiver and reimbursement (e)		0.10	%		0.09	%(c)		0.07	%		0.10	%(c)
Ratio of net investment income (loss) to average net assets		1.71	%		2.46	%(c)		0.52	%		(0.10	)%(c)
Portfolio turnover rate		19	%		10	%(b)		10	%		0	%(b)

See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 75

Financial highlights	concluded
Lifecycle Index 2035 Fund § For the period or year ended

	Premier Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period		$12.46			$10.83			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.18			0.18			0.14			0.00	(d)
Net realized and unrealized gain (loss) on total investments		(0.85	)		1.64			0.73			–
Total gain (loss) from investment operations		(0.67	)		1.82			0.87			0.00	(d)
Less distributions from:
Net investment income		(0.18	)		(0.19	)		(0.04	)		–
Net realized gains		(0.01	)		–			–			–
Total distributions		(0.19	)		(0.19	)		(0.04	)		–
Net asset value, end of period		$11.60			$12.46			$10.83			$10.00
TOTAL RETURN		(5.26	)%		17.00	%(b)		8.77	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period or year (in thousands)		$13,777			$7,916			$1,336			$250
Ratio of expenses to average net assets before expense waiver and reimbursement (e)		0.36	%		0.38	%(c)		0.85	%		875.72	%(c)
Ratio of expenses to average net assets after expense waiver and reimbursement (e)		0.25	%		0.24	%(c)		0.23	%		0.25	%(c)
Ratio of net investment income (loss) to average net assets		1.51	%		2.31	%(c)		1.40	%		(0.25	)%(c)
Portfolio turnover rate		19	%		10	%(b)		10	%		0	%(b)

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying funds for the periods ended May 31, 2012 , May 31, 2011 and September 30, 2010 were 0.09%, 0.08% and 0.09%, respectively.
*	The Retirement Class, Institutional Class, and Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.

76 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Financial highlights

Lifecycle Index 2040 Fund § For the period or year ended

	Retirement Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$12.48			$10.84			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.18			0.11			0.15			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.89	)		1.72			0.71			–
Total gain (loss) from
investment operations		(0.71	)		1.83			0.86			0.00	(d)
Less distributions from:
Net investment income		(0.18	)		(0.19	)		(0.02	)		–
Net realized gains		(0.02	)		–			–			–
Total distributions		(0.20	)		(0.19	)		(0.02	)		–
Net asset value, end of period		$11.57			$12.48			$10.84			$10.00
TOTAL RETURN		(5.62	)%		17.06	%(b)		8.62	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$7,751			$1,882			$395			$250
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.49	%		0.54	%(c)		0.88	%		875.82	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.35	%		0.34	%(c)		0.33	%		0.35	%(c)
Ratio of net investment
income (loss) to
average net assets		1.53	%		1.37	%(c)		1.41	%		(0.35	)%(c)
Portfolio turnover rate		17	%		10	%(b)		11	%		0	%(b)

See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 77

Financial highlights	continued
Lifecycle Index 2040 Fund § For the period or year ended

	Institutional Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$12.52		$	10.87			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss)(a)		0.20			0.20			0.04			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.89	)		1.65			0.86			–
Total gain (loss) from
investment operations		(0.69	)		1.85			0.90			0.00	(d)
Less distributions from:
Net investment income		(0.19	)		(0.20	)		(0.03	)		–
Net realized gains		(0.02	)		–			–			–
Total distributions		(0.21	)		(0.20	)		(0.03	)		–
Net asset value, end of period		$11.62			$12.52			$10.87			$10.00
TOTAL RETURN		(5.42	)%		17.19	%(b)		8.98	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$170,934			$119,510			$79,123			$3,500
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.19	%		0.21	%(c)		0.47	%		670.85	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.10	%		0.09	%(c)		0.07	%		0.10	%(c)
Ratio of net investment
income (loss) to
average net assets		1.72	%		2.46	%(c)		0.42	%		(0.10	)%(c)
Portfolio turnover rate		17	%		10	%(b)		11	%		0	%(b)

78 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Financial highlights	concluded
Lifecycle Index 2040 Fund § For the period or year ended

	Premier Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$12.49			$10.85			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.18			0.18			0.14			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.88	)		1.65			0.73			–
Total gain (loss) from
investment operations		(0.70	)		1.83			0.87			0.00	(d)
Less distributions from:
Net investment income		(0.18	)		(0.19	)		(0.02	)		–
Net realized gains		(0.02	)		–			–			–
Total distributions		(0.20	)		(0.19	)		(0.02	)		–
Net asset value, end of period		$11.59			$12.49			$10.85			$10.00
TOTAL RETURN		(5.52	)%		17.08	%(b)		8.74	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$16,233			$11,311			$1,790			$250
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.34	%		0.37	%(c)		0.69	%		875.72	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.25	%		0.24	%(c)		0.23	%		0.25	%(c)
Ratio of net investment
income (loss) to
average net assets		1.50	%		2.32	%(c)		1.32	%		(0.25	)%(c)
Portfolio turnover rate		17	%		10	%(b)		11	%		0	%(b)

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.09%, 0.08% and 0.09%, respectively.
*	The Retirement Class, Institutional Class, and Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.

See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 79

Financial highlights

Lifecycle Index 2045 Fund § For the period or year ended

	Retirement Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$12.39			$10.77			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.16			0.16			0.15			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.86	)		1.65			0.71			–
Total gain (loss) from
investment operations		(0.70	)		1.81			0.86			0.00	(d)
Less distributions from:
Net investment income		(0.18	)		(0.19	)		(0.09	)		–
Net realized gains		(0.01	)		–			–			–
Total distributions		(0.19	)		(0.19	)		(0.09	)		–
Net asset value, end of period		$11.50			$12.39			$10.77			$10.00
TOTAL RETURN		(5.56	)%		16.98	%(b)		8.67	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$2,967			$596			$325			$250
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.64	%		0.70	%(c)		1.53	%		875.82	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.35	%		0.34	%(c)		0.33	%		0.35	%(c)
Ratio of net investment
income (loss) to
average net assets		1.39	%		1.99	%(c)		1.46	%		(0.35	)%(c)
Portfolio turnover rate		25	%		11	%(b)		10	%		0	%(b)

80 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Financial highlights	continued
Lifecycle Index 2045 Fund § For the period or year ended

	Institutional Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$12.42			$10.79			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.19			0.19			0.09			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.87	)		1.64			0.80			–
Total gain (loss) from
investment operations		(0.68	)		1.83			0.89			0.00	(d)
Less distributions from:
Net investment income		(0.19	)		(0.20	)		(0.10	)		–
Net realized gains		(0.01	)		–			–			–
Total distributions		(0.20	)		(0.20	)		(0.10	)		–
Net asset value, end of period		$11.54			$12.42			$10.79			$10.00
TOTAL RETURN		(5.36	)%		17.13	%(b)		8.94	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$45,913			$28,529			$17,294			$3,500
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.34	%		0.35	%(c)		1.15	%		670.85	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.10	%		0.09	%(c)		0.08	%		0.10	%(c)
Ratio of net investment
income (loss) to
average net assets		1.67	%		2.42	%(c)		0.90	%		(0.10	)%(c)
Portfolio turnover rate		25	%		11	%(b)		10	%		0	%(b)

See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 81

Financial highlights	concluded
Lifecycle Index 2045 Fund § For the period or year ended

	Premier Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$12.40			$10.78			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.17			0.18			0.16			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.86	)		1.63			0.71			—
Total gain (loss) from
investment operations		(0.69	)		1.81			0.87			0.00	(d)
Less distributions from:
Net investment income		(0.18	)		(0.19	)		(0.09	)		—
Net realized gains		(0.01	)		—			—			—
Total distributions		(0.19	)		(0.19	)		(0.09	)		—
Net asset value, end of period		$11.52			$12.40			$10.78			$10.00
TOTAL RETURN		(5.46	)%		17.01	%(b)		8.80	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$7,202			$4,521			$408			$250
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.49	%		0.51	%(c)		1.37	%		875.72	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.25	%		0.24	%(c)		0.23	%		0.25	%(c)
Ratio of net investment
income (loss) to
average net assets		1.49	%		2.25	%(c)		1.57	%		(0.25	)%(c)
Portfolio turnover rate		25	%		11	%(b)		10	%		0	%(b)

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.09%, 0.08% and 0.09%, respectively.
*	The Retirement Class, Institutional Class, and Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.

82 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Financial highlights

Lifecycle Index 2050 Fund § For the period or year ended

	Retirement Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$12.38			$10.76			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.16			0.17			0.15			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.86	)		1.64			0.71			–
Total gain (loss) from
investment operations		(0.70	)		1.81			0.86			0.00	(d)
Less distributions from:
Net investment income		(0.18	)		(0.19	)		(0.10	)		–
Net realized gains		(0.01	)		–			–			–
Total distributions		(0.19	)		(0.19	)		(0.10	)		–
Net asset value, end of period		$11.49			$12.38			$10.76			$10.00
TOTAL RETURN		(5.57	)%		17.01	%(b)		8.67	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$1,692			$404			$286			$250
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.75	%		0.80	%(c)		1.80	%		875.82	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.35	%		0.34	%(c)		0.33	%		0.35	%(c)
Ratio of net investment
income (loss) to
average net assets		1.35	%		2.14	%(c)		1.49	%		(0.35	)%(c)
Portfolio turnover rate		30	%		12	%(b)		11	%		0	%(b)

See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 83

Financial highlights	continued
Lifecycle Index 2050 Fund § For the period or year ended

	Institutional Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$12.42			$10.78			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.20			0.18			0.11			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.88	)		1.66			0.78			–
Total gain (loss) from
investment operations		(0.68	)		1.84			0.89			0.00	(d)
Less distributions from:
Net investment income		(0.19	)		(0.20	)		(0.11	)		–
Net realized gains		(0.01	)		–			–			–
Total distributions		(0.20	)		(0.20	)		(0.11	)		–
Net asset value, end of period		$11.54			$12.42			$10.78			$10.00
TOTAL RETURN		(5.36	)%		17.26	%(b)		8.94	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$30,943			$19,744			$11,539			$3,500
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.44	%		0.43	%(c)		1.46	%		670.85	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.10	%		0.09	%(c)		0.08	%		0.10	%(c)
Ratio of net investment
income (loss) to
average net assets		1.68	%		2.35	%(c)		1.10	%		(0.10	)%(c)
Portfolio turnover rate		30	%		12	%(b)		11	%		0	%(b)

84 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Financial highlights	concluded
Lifecycle Index 2050 Fund § For the period or year ended

	Premier Class
	05/31/12			05/31/11		†	09/30/10			09/30/09		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$12.39			$10.77			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.17			0.18			0.16			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.86	)		1.64			0.71			–
Total gain (loss) from
investment operations		(0.69	)		1.82			0.87			0.00	(d)
Less distributions from:
Net investment income		(0.18	)		(0.20	)		(0.10	)		–
Net realized gains		(0.01	)		–			–			–
Total distributions		(0.19	)		(0.20	)		(0.10	)		–
Net asset value, end of period		$11.51			$12.39			$10.77			$10.00
TOTAL RETURN		(5.46	)%		17.04	%(b)		8.80	%		0.00	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$3,683			$2,458			$328			$250
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		0.59	%		0.60	%(c)		1.65	%		875.72	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.25	%		0.24	%(c)		0.23	%		0.25	%(c)
Ratio of net investment
income (loss) to
average net assets		1.48	%		2.27	%(c)		1.59	%		(0.25	)%(c)
Portfolio turnover rate		30	%		12	%(b)		11	%		0	%(b)

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.09%, 0.08% and 0.09%, respectively.
*	The Retirement Class, Institutional Class, and Premier Class commenced operations on September 30, 2009.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.

See notes to financial statements TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 85

Financial highlights

Lifecycle Index 2055 Fund § For the period or year ended

	Retirement Class						Institutional Class						Premier Class
	05/31/12			05/31/11		*	05/31/12			05/31/11		*	05/31/12			05/31/11		*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$9.87			$10.00			$9.87			$10.00			$9.87			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.13			0.00	(d)		0.15			0.00	(d)		0.14			0.00	(d)
Net realized and unrealized
gain (loss) on total
investments		(0.70	)		(0.13	)		(0.69	)		(0.13	)		(0.70	)		(0.13	)
Total gain (loss) from
investment operations		(0.57	)		(0.13	)		(0.54	)		(0.13	)		(0.56	)		(0.13	)
Less distributions from:
Net investment income		(0.13	)		–			(0.15	)		–			(0.14	)		–
Net realized gains		(0.00	)(d)		–			(0.00	)(d)		–			(0.00	)(d)		–
Total distributions		(0.13	)		–			(0.15	)		–			(0.14	)		–
Net asset value, end of period		$9.17			$9.87			$9.18			$9.87			$9.17			$9.87
TOTAL RETURN		(5.59	)%		(1.30	)%(b)		(5.33	)%		(1.30	)%(b)		(5.53	)%		(1.30	)%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period
or year (in thousands)		$966			$987			$8,376			$7,896			$986			$987
Ratio of expenses to
average net assets before
expense waiver and
reimbursement (e)		1.46	%		9.33	%(c)		1.15	%		8.35	%(c)		1.31	%		9.18	%(c)
Ratio of expenses to
average net assets after
expense waiver and
reimbursement (e)		0.35	%		0.35	%(c)		0.10	%		0.10	%(c)		0.25	%		0.25	%(c)
Ratio of net investment
income (loss) to
average net assets		1.38	%		(0.09	)%(c)		1.63	%		0.16	%(c)		1.52	%		0.01	%(c)
Portfolio turnover rate		7	%		1	%(b)		7	%		1	%(b)		7	%		1	%(b)

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratio of the underlying funds for the periods ended May 31, 2012 and May 31, 2011 was 0.09%.
*	The Retirement Class, Institutional Class, and Premier Class commenced operations on April 29, 2011.

86 2012 Annual Report § TIAA-CREF Lifecycle Index Funds See notes to financial statements

Notes to financial statements

Note 1—organization and significant accounting policies

The Lifecycle Index Funds (the “Funds,” each individually referred to as a “Fund”) are a sub-family of mutual funds offered by the TIAA-CREF Funds (the “Trust”), a Delaware statutory trust, that was organized on April 15, 1999 and is registered with the Securities and Exchange Commission (“Commission”) under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company.

Each Fund is a “fund of funds” that diversifies its assets by investing in Institutional Class shares of other funds of the Trust and potentially other investment pools or investment products. The Funds offer their shares, without a sales load, through their principal underwriter, Teachers Personal Investors Services, Inc. (“TPIS”), which is a wholly owned indirect subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”). Teachers Advisors, Inc. (“Advisors”), a wholly owned indirect subsidiary of TIAA, is registered with the Commission as an investment adviser and provides investment management services for the Funds. The Funds offer Institutional, Retirement and Premier Classes of shares. Each class differs by the allocation of class-specific expenses and voting rights in matters affecting a single class.

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which may require the use of estimates made by management and the evaluation of subsequent events. Actual results may differ from those estimates. The Net Asset Value per share (“NAV”) for financial reporting purposes may differ from the NAV for processing transactions. The NAV for financial reporting purposes includes security and shareholder transactions through the date of the report. Total return is computed based on the NAV used for processing transactions. The following is a summary of the significant accounting policies consistently followed by the Funds.

Security valuation: The Funds’ investments in securities are recorded at their estimated fair value as described in the valuation of investments note to the financial statements.

Investments and investment income: Securities transactions are accounted for as of the trade date for financial reporting purposes. Dividends and distributions from the affiliated investment companies are recorded on the ex-dividend date. Dividends from the affiliated investment companies are recorded as dividend income, while capital gain distributions are recorded as gain distributions from investments in affiliated investment companies on the Statements of Operations. Realized gains and losses on sales from investments in affiliated and unaffiliated investment companies are based upon the specific identification method.

Income and expenses of a Fund are allocated on a pro rata basis to each class of shares of the Fund, except for service agreement fees, distribution fees and transfer agency fees and expenses, which are unique to each class of shares. Most expenses of the Trust can be directly attributed to a fund. Expenses that cannot be directly attributed are allocated to each fund in the Trust based upon the average net assets of each fund.

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 87

Notes to financial statements

Distributions to shareholders: Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date.

Income taxes: The Funds intend to continue to qualify as regulated investment companies under Subchapter M of the Internal Revenue Code (“Code”) and will not be subject to income taxes to the extent that they distribute all taxable income each year and comply with various other Code requirements. Therefore, no federal income tax provision is required. Management has analyzed the Funds’ tax positions taken for all open federal income tax years (2009–2012) and has concluded that no provision for federal income tax is required in the Funds’ financial statements.

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. GAAP. Reclassifications are made to a Fund’s capital accounts for permanent tax differences to reflect income and gains available for distribution (or available capital loss carryforwards) under income tax regulations.

For the year ended May 31, 2012, permanent book and tax differences resulting primarily from dividend reclassifications and non-deductible distribution fees were identified and reclassified among the components of the Funds’ net assets. Net investment income and net realized gains (losses), as disclosed on the Statement of Operations, and net assets were not affected by these reclassifications.

Trustee compensation: The Funds pay the members of the Board of Trustees (“Board”), all of whom are independent, certain remuneration for their services, plus travel and other expenses. Trustees may elect to participate in a deferred compensation plan and defer all or a portion of their compensation. In addition, trustees participate in a long-term compensation plan. Amounts deferred are retained by the Funds until paid. The investment of deferred amounts and the offsetting payable to the trustees are included in other assets and accrued expenses and other payables in the accompanying Statements of Assets and Liabilities. Trustees’ fees, including any deferred and long-term compensation incurred, are reflected in the Statements of Operations.

Note 2—valuation of investments

Portfolio investments are valued at fair value utilizing various valuation methods approved by the Board. U.S. GAAP establishes a hierarchy that prioritizes market inputs to valuation methods. The three levels of inputs are:

• Level 1 – quoted prices in active markets for identical securities

• Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

• Level 3 – significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example the type of security, whether the

88 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

continued

security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

A description of the valuation techniques applied to the Funds’ major categories of assets and liabilities measured at fair value follows:

Investments in registered investment companies: These investments are valued at net asset value on the valuation date. These investments are categorized in Level 1 of the fair value hierarchy.

Transfers between levels are recognized at the end of the reporting period. For the year ended May 31, 2012, there were no transfers between levels by the Funds.

As of May 31, 2012, all of the investments in the Lifecycle Index Funds were valued based on Level 1 inputs.

Note 3—investment adviser and affiliates

Under the terms of its Investment Management Agreement, each Fund pays Advisors a monthly fee based on the annual rate of 0.10% of a Fund’s average daily net assets for the management of a Fund’s investment portfolio. Advisors has contractually agreed to waive a portion of certain Funds’ management fees equal to, on an annual basis, the following percentages of the average daily net assets of each Fund: 0.04% for the Retirement Income Fund; 0.03% for the 2010 Fund; 0.02% for the 2015 Fund; 0.01% for the 2020 Fund; and 0.01% for the 2025 Fund. These waivers will remain in effect through September 30, 2012. However, this agreement may be terminated before this date with the approval of the Board. The Funds have entered into an Administrative Service Agreement with Advisors under which the Funds pay Advisors for its cost in providing certain administrative and operational oversight services to the Funds.

Under the terms of a Retirement Class Service Agreement with each Fund, the Retirement Class of the Fund pays Advisors a monthly fee based on the annual rate of 0.25% of the Fund’s average daily net assets attributable to Retirement Class shares of the Fund for providing certain administrative services related to the maintenance of Retirement Class shares on retirement plan or other platforms. The Retirement Class and Premier Class of the Funds are subject to a distribution Rule 12b-1 plan that compensates TPIS for providing distribution, promotional and/or shareholder services to the Retirement Class and Premier Class at the annual rate of 0.05% and 0.15% of the average daily net assets attributable to the Retirement Class shares and Premier Class shares, respectively. TPIS has agreed not to seek any payment from the Retirement Class shares under the distribution Rule 12b-1 plan through September 30, 2013. However, this agreement may be terminated before this date with the approval of the Board.

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 89

Notes to financial statements

Certain affiliated entities may pay Fund expenses on behalf of the Funds. The Funds reimburse the affiliated entities for any such payment. Amounts owed to Fund affiliates for payment of fund expenses are disclosed as part of due to affiliates on the Statements of Assets and Liabilities.

Advisors has agreed to reimburse each Fund if its total expense ratio (excluding interest, taxes, brokerage and other transactional expenses, acquired fund fees and expenses and extraordinary expenses) exceeds 0.35% of average daily net assets for the Retirement Class shares; 0.25% of the average daily net assets for the Premier Class shares; and 0.10% of average daily net assets for the Institutional Class shares of the Funds. The expense reimbursement arrangements will continue through at least September 30, 2013, unless changed with the approval of the Board.

At the commencement of operations of each Fund, TIAA, an affiliate, invested in the Fund. The following is the percentage of the Funds’ shares owned by affiliates as of May 31, 2012:

Fund	TIAA
Lifecycle Index Retirement Income	33	%
Lifecycle Index 2010	1	%
Lifecycle Index 2015	2	%
Lifecycle Index 2020	2	%
Lifecycle Index 2025	2	%
Lifecycle Index 2030	2	%
Lifecycle Index 2035	2	%
Lifecycle Index 2040	2	%
Lifecycle Index 2045	9	%
Lifecycle Index 2050	13	%
Lifecycle Index 2055	90	%

Investments in other investment companies advised by Advisors are deemed to be affiliated investments. The Funds invest their assets in Institutional Class shares of the affiliated TIAA-CREF Funds. Information regarding transactions with affiliated companies is as follows:

Issue	Value at May 31, 2011		Purchases cost		Sales proceeds		Realized gain (loss)			Dividend income		Value at May 31, 2012
Lifecycle Index Retirement Income
TIAA-CREF Bond Index	$	4,826,753	$	3,453,776	$	1,179,610	$	5,851		$	145,584	$	7,372,835
TIAA-CREF Emerging Markets Equity Index		242,074		282,794		73,844		(11,008	)		5,980		380,733
TIAA-CREF Equity Index		2,854,489		2,300,094		776,134		(30,573	)		50,239		4,354,657
TIAA-CREF Inflation-Linked Bond		959,918		685,696		275,731		3,728			36,382		1,480,252
TIAA-CREF International Equity Index		700,361		780,345		207,706		(21,422	)		26,135		1,064,670
		9,583,595		7,502,705		2,513,025		(53,424	)		264,320		14,653,147

90 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

continued

Issue	Value at May 31, 2011		Purchases cost		Sales proceeds		Realized gain (loss)			Dividend income		Value at May 31, 2012
Lifecycle Index 2010
TIAA-CREF Bond Index	$	25,824,608	$	16,764,749	$	7,456,468	$	27,576		$	777,901	$	36,579,175
TIAA-CREF Emerging Markets Equity Index		1,831,743		1,799,016		608,480		(94,024	)		45,542		2,515,358
TIAA-CREF Equity Index		21,361,721		13,529,027		5,855,630		(211,477	)		377,982		28,774,018
TIAA-CREF Inflation-Linked Bond		3,657,260		2,550,698		1,134,930		14,220			144,359		5,498,823
TIAA-CREF International Equity Index		5,304,986		4,835,606		1,609,380		(204,711	)		196,884		7,033,112
		57,980,318		39,479,096		16,664,888		(468,416	)		1,542,668		80,400,486
Lifecycle Index 2015
TIAA-CREF Bond Index	$	33,534,671	$	25,735,671	$	9,655,844	$	2,531		$	1,043,914	$	51,530,047
TIAA-CREF Emerging Markets Equity Index		3,065,912		3,329,885		973,429		(149,041	)		80,314		4,534,230
TIAA-CREF Equity Index		36,009,465		24,252,770		8,099,754		(269,168	)		664,698		51,873,954
TIAA-CREF Inflation-Linked Bond		3,703,919		3,092,344		1,133,207		10,345			145,786		6,111,276
TIAA-CREF International Equity Index		8,873,908		8,872,554		2,468,254		(280,850	)		346,258		12,679,431
		85,187,875		65,283,224		22,330,488		(686,183	)		2,280,970		126,728,938
Lifecycle Index 2020
TIAA-CREF Bond Index	$	35,566,130	$	25,464,747	$	8,567,756	$	28,405		$	1,071,628	$	54,459,629
TIAA-CREF Emerging Markets Equity Index		4,356,808		4,269,601		929,520		(151,775	)		107,994		6,436,516
TIAA-CREF Equity Index		51,387,556		30,279,373		7,121,284		(366,691	)		898,745		73,747,498
TIAA-CREF Inflation-Linked Bond		2,500,571		2,229,374		634,937		7,072			97,597		4,401,974
TIAA-CREF International Equity Index		12,604,917		11,267,900		2,171,272		(299,671	)		468,765		18,007,275
		106,415,982		73,510,995		19,424,769		(782,660	)		2,644,729		157,052,892
Lifecycle Index 2025
TIAA-CREF Bond Index	$	26,901,027	$	18,945,204	$	6,100,283	$	15,387		$	813,515	$	41,249,153
TIAA-CREF Emerging Markets Equity Index		4,549,686		4,151,715		759,497		(125,160	)		112,736		6,640,842
TIAA-CREF Equity Index		53,374,627		28,339,417		4,816,489		(236,148	)		937,719		76,167,211
TIAA-CREF Inflation-Linked Bond		330,145		803,845		84,545		569			16,315		1,111,167
TIAA-CREF International Equity Index		13,167,414		10,860,230		1,641,238		(231,847	)		488,951		18,573,617
		98,322,899		63,100,411		13,402,052		(577,199	)		2,369,236		143,741,990
Lifecycle Index 2030
TIAA-CREF Bond Index	$	21,552,332	$	15,526,295	$	5,125,085	$	24,897		$	649,349	$	33,133,138
TIAA-CREF Emerging Markets Equity Index		5,654,574		4,442,647		577,967		(91,766	)		135,455		7,926,601
TIAA-CREF Equity Index		66,210,941		30,197,039		4,051,699		(195,569	)		1,132,914		91,179,745
TIAA-CREF International Equity Index		16,370,027		11,796,456		1,326,861		(186,023	)		590,819		22,164,187
		109,787,874		61,962,437		11,081,612		(448,461	)		2,508,537		154,403,671

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 91

Notes to financial statements

Issue	Value at May 31, 2011		Purchases cost		Sales proceeds		Realized gain (loss)			Dividend income		Value at May 31, 2012
Lifecycle Index 2035
TIAA-CREF Bond Index	$	11,623,962	$	9,720,531	$	2,544,382	$	7,937		$	366,200	$	19,479,702
TIAA-CREF Emerging Markets Equity Index		5,679,198		4,484,118		458,834		(79,254	)		139,820		8,067,856
TIAA-CREF Equity Index		66,864,443		32,050,532		2,952,070		(148,681	)		1,163,242		94,795,777
TIAA-CREF International Equity Index		16,432,803		11,919,092		1,022,056		(147,612	)		606,262		22,534,533
		100,600,406		58,174,273		6,977,342		(367,610	)		2,275,524		144,877,868
Lifecycle Index 2040
TIAA-CREF Bond Index	$	13,452,491	$	9,266,003	$	3,312,652	$	15,425		$	400,455	$	20,144,236
TIAA-CREF Emerging Markets Equity Index		7,559,336		6,398,700		582,238		(113,324	)		194,479		11,186,075
TIAA-CREF Equity Index		89,514,031		45,866,327		2,642,033		(134,288	)		1,620,473		131,612,674
TIAA-CREF International Equity Index		21,865,500		16,754,142		932,671		(150,525	)		845,032		31,251,659
		132,391,358		78,285,172		7,469,594		(382,712	)		3,060,439		194,194,644
Lifecycle Index 2045
TIAA-CREF Bond Index	$	3,414,731	$	2,809,443	$	654,698	$	6,185		$	104,842	$	5,766,581
TIAA-CREF Emerging Markets Equity Index		1,922,936		1,970,449		88,379		(17,129	)		49,553		3,195,248
TIAA-CREF Equity Index		22,567,681		16,205,092		615,143		(30,042	)		412,997		37,682,520
TIAA-CREF International Equity Index		5,564,460		5,337,281		182,772		(31,210	)		215,365		8,946,840
		33,469,808		26,322,265		1,540,992		(72,196	)		782,757		55,591,189
Lifecycle Index 2050
TIAA-CREF Bond Index	$	2,266,452	$	1,897,573	$	554,503	$	4,124		$	68,915	$	3,739,239
TIAA-CREF Emerging Markets Equity Index		1,283,918		1,286,437		87,384		(17,534	)		32,633		2,077,920
TIAA-CREF Equity Index		15,207,276		10,164,761		585,543		(35,879	)		272,855		24,425,781
TIAA-CREF International Equity Index		3,713,740		3,418,405		152,378		(27,793	)		142,303		5,804,102
		22,471,386		16,767,176		1,379,808		(77,082	)		516,706		36,047,042
Lifecycle Index 2055
TIAA-CREF Bond Index	$	998,178	$	278,079	$	252,737	$	5,878		$	23,182	$	1,067,942
TIAA-CREF Emerging Markets Equity Index		568,766		181,757		20,206		(3,677	)		10,514		593,673
TIAA-CREF Equity Index		6,654,130		674,515		140,452		(7,089	)		87,943		6,970,868
TIAA-CREF International Equity Index		1,648,775		472,834		58,683		(9,744	)		45,859		1,662,730
		9,869,849		1,607,185		472,078		(14,632	)		167,498		10,295,213

92 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

continued

Note 4—investments

Net unrealized appreciation (depreciation): At May 31, 2012, net unrealized appreciation (depreciation) based on the aggregate cost of portfolio investments for federal income tax purposes, consisting of gross unrealized appreciation and gross unrealized depreciation, was as follows:

Fund	Tax cost		Gross unrealized appreciation		Gross unrealized depreciation			Net unrealized appreciation (depreciation)
Lifecycle Index
Retirement Income	$	13,733,086		$  1,061,298	$	(141,237	)	$	920,061
Lifecycle Index 2010		76,153,941		5,176,423		(929,878	)		4,246,545
Lifecycle Index 2015		120,402,326		8,079,313		(1,752,701	)		6,326,612
Lifecycle Index 2020		149,959,887		9,783,983		(2,690,978	)		7,093,005
Lifecycle Index 2025		137,388,727		9,225,066		(2,871,803	)		6,353,263
Lifecycle Index 2030		147,581,421		10,501,123		(3,678,873	)		6,822,250
Lifecycle Index 2035		138,675,675		10,016,689		(3,814,496	)		6,202,193
Lifecycle Index 2040		185,032,231		14,283,673		(5,121,260	)		9,162,413
Lifecycle Index 2045		53,936,719		3,225,199		(1,570,729	)		1,654,470
Lifecycle Index 2050		34,866,842		2,197,557		(1,017,357	)		1,180,200
Lifecycle Index 2055		11,141,482		27,825		(874,094	)		(846,269	)

Purchases and sales: Purchases and sales of securities (other than short-term money market instruments) for all of the Funds for the year ended May 31, 2012 were as follows:

Fund	Purchases		Sales
Lifecycle Index Retirement Income	$  8,138,311	$	3,142,662
Lifecycle Index 2010	41,203,011		18,388,570
Lifecycle Index 2015	66,112,040		23,164,660
Lifecycle Index 2020	73,510,995		19,424,769
Lifecycle Index 2025	64,789,560		15,072,097
Lifecycle Index 2030	64,849,918		13,944,642
Lifecycle Index 2035	74,706,004		23,502,429
Lifecycle Index 2040	99,463,172		28,633,230
Lifecycle Index 2045	35,966,570		11,181,198
Lifecycle Index 2050	23,995,817		8,603,342
Lifecycle Index 2055	1,850,764		716,290

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 93

Notes to financial statements

Note 5—distributions to shareholders and other tax items

The tax character of distributions paid to shareholders during the year ended May 31, 2012, the period ended May 31, 2011, and the year ended September 30, 2010 was as follows:

	5/31/2012
Fund	Ordinary income		Long-term capital gains		Total
Lifecycle Index
Retirement Income		$   275,340	$	3,402		$   278,742
Lifecycle Index 2010		1,593,882		2,869		1,596,751
Lifecycle Index 2015		2,217,239		3,604		2,220,843
Lifecycle Index 2020		2,520,040		26,774		2,546,814
Lifecycle Index 2025		2,263,861		2,829		2,266,690
Lifecycle Index 2030		2,403,232		30,070		2,433,302
Lifecycle Index 2035		2,240,785		1,989		2,242,774
Lifecycle Index 2040		3,066,635		45,814		3,112,449
Lifecycle Index 2045		768,654		2,660		771,314
Lifecycle Index 2050		508,811		1,945		510,756
Lifecycle Index 2055		157,031		–		157,031
	5/31/2011
Fund	Ordinary income		Long-term capital gains		Total
Lifecycle Index
Retirement Income		$149,538		$–		$149,538
Lifecycle Index 2010		812,902		–		812,902
Lifecycle Index 2015		1,114,874		–		1,114,874
Lifecycle Index 2020		1,343,207		–		1,343,207
Lifecycle Index 2025		1,271,953		–		1,271,953
Lifecycle Index 2030		1,466,280		–		1,466,280
Lifecycle Index 2035		1,370,113		–		1,370,113
Lifecycle Index 2040		1,866,031		–		1,866,031
Lifecycle Index 2045		442,187		–		442,187
Lifecycle Index 2050		291,360		–		291,360
Lifecycle Index 2055		–		–		–

94 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

continued

	9/30/2010
Fund	Ordinary income		Long-term capital gains		Total
Lifecycle Index
Retirement Income		$121,285		$–		$121,285
Lifecycle Index 2010		54,637		–		54,637
Lifecycle Index 2015		58,393		–		58,393
Lifecycle Index 2020		60,463		–		60,463
Lifecycle Index 2025		62,461		–		62,461
Lifecycle Index 2030		65,253		–		65,253
Lifecycle Index 2035		66,735		–		66,735
Lifecycle Index 2040		67,867		–		67,867
Lifecycle Index 2045		66,026		–		66,026
Lifecycle Index 2050		65,969		–		65,969
Lifecycle Index 2055		–		–		–

As of May 31, 2012, the components of accumulated earnings on a tax basis were as follows:

Fund	Undistributed ordinary income		Undistributed long-term capital gains		Unrealizedappreciation (depreciation)			Post-October losses			Total
Lifecycle Index
Retirement Income		$  23,627		$1,420		$   920,061		$	–			$   945,108
Lifecycle Index 2010		372,285		5,719		4,246,544			–			4,624,548
Lifecycle Index 2015		480,730		7,852		6,326,614			–			6,815,196
Lifecycle Index 2020		425,109		4,307		7,093,006			–			7,522,422
Lifecycle Index 2025		308,755		1,124		6,353,265			–			6,663,144
Lifecycle Index 2030		212,298		455		6,822,248			–			7,035,001
Lifecycle Index 2035		90,275		457		6,202,193			(9,564	)		6,283,361
Lifecycle Index 2040		76,768		148		9,162,413			(14,015	)		9,225,314
Lifecycle Index 2045		18,817		163		1,654,469			(8,719	)		1,664,730
Lifecycle Index 2050		13,163		–		1,180,199			(8,112	)		1,185,250
Lifecycle Index 2055		4,453		31		(846,269	)		–			(841,785	)

The difference between book basis and tax basis net investment income, net realized gains and losses, and unrealized appreciation and depreciation is attributable primarily to the tax deferral of losses on wash sales, the utilization of capital loss carryovers, and the treatment of short term gain as ordinary income for tax purposes.

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 95

Notes to financial statements concluded

For the year ended May 31, 2012, the Lifecycle Index 2055 Fund utilized $292 of its capital loss carryover available from prior years.

Note 6—line of credit

Each of the Funds participates in a $1.5 billion unsecured revolving credit facility that can be used for temporary purposes, including, without limitation, the funding of shareholder redemptions. Certain affiliated accounts and mutual funds, each of which is managed by Advisors, or an affiliate of Advisors, also participate in this facility. An annual commitment fee for the credit facility is borne by the participating accounts and mutual funds on a pro rata basis. Interest associated with any borrowing under the facility is charged to the borrowing funds at a specified rate of interest. The Funds are not liable for borrowings under the facility by other affiliated accounts or mutual funds. Prior to June 28, 2011, the unsecured revolving credit facility was $1.0 billion. For the year ended May 31, 2012, there were no borrowings under this credit facility by the Funds.

Note 7—indemnification

In the normal course of business, each Fund enters into contracts that contain a variety of representations and warranties and that provide general indemnities. A Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims against the Fund that have not yet occurred. Also, under the Funds’ organizational documents, the trustees and officers of the Funds are indemnified against certain liabilities that may arise out of their duties to the Funds. However, based on experience, the Funds expect the risk of loss due to these warranties and indemnities to be unlikely.

96 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

Report of independent registered
public accounting firm

To the Board of Trustees and Shareholders of the
Lifecycle Index Funds of the TIAA-CREF Funds:

In our opinion, the accompanying statements of assets and liabilities, including the portfolios 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 the Lifecycle Index Retirement Income Fund, Lifecycle Index 2010 Fund, Lifecycle Index 2015 Fund, Lifecycle Index 2020 Fund, Lifecycle Index 2025 Fund, Lifecycle Index 2030 Fund, Lifecycle Index 2035 Fund, Lifecycle Index 2040 Fund, Lifecycle Index 2045 Fund, Lifecycle Index 2050 Fund, and Lifecycle Index 2055 Fund (constituting the Lifecycle Index Funds of the TIAA-CREF Funds, hereafter referred to as the “Funds”), at May 31, 2012, the results of each of their operations for the year then ended and the changes in each of their net assets and the financial highlights for each of the 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 Funds’ management; our responsibility is to express an opinion on these financial 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 presentation. We believe that our audits, which included confirmation of securities at May 31, 2012 by correspondence with the transfer agent, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
July 18, 2012

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 97

Trustees and officers (unaudited)

TIAA-CREF Lifecycle Index Funds § May 31, 2012

Disinterested trustees

Name, address and date of birth (“DOB”)	Position(s) held with fund	Term of office and length of time served	Principal occupation(s) during past 5 years	Number of portfolios in fund complex overseen by Trustee	Other directorship(s) held by trustee
Forrest Berkley c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 4/25/54	Trustee	Indefinite term. Trustee since 2006.	Retired Partner (since 2006), Former Partner (1990–2005) and Head of Global Product Management (2003–2005), GMO (formerly, Grantham, Mayo, Van Otterloo & Co.) (investment management); and member of asset allocation portfolio management team, GMO (2003–2005).	77	Director of GMO; Director, the Maine Coast Heritage Trust; Investment Committee member, Maine Community Foundation and the Elmina B. Sewall Foundation.
Nancy A. Eckl c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/6/62	Trustee	Indefinite term. Trustee since 2007.	Former Vice President (1990–2006), American Beacon Advisors, Inc., and Vice President of certain funds advised by American Beacon Advisors, Inc.	77	Independent Director, The Lazard Funds, Inc., Lazard Retirement Series, Inc., Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend & Income Fund, Inc.; Independent Member of the Boards of Lazard Alternative Strategies Fund, LLC and Lazard Alternative Strategies 1099 Fund.
Michael A. Forrester c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 11/05/67	Trustee	Indefinite term. Trustee since 2007.	Chief Operating Officer, Copper Rock Capital Partners, LLC (since 2007); Chief Operating Officer, DDJ Capital Management (2003–2006).	77	Director of Copper Rock Capital Partners, LLC (investment adviser).

98 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

Howell E. Jackson c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/4/54	Trustee	Indefinite term. Trustee since 2005.	James S. Reid, Jr. Professor of Law (since 2004), Senior Advisor to the President and Provost (since 2010), Acting Dean (2009), Vice Dean for Budget (2003–2006) and on the faculty (since 1989) of Harvard Law School.	77	Director, D2D Fund.
Nancy L. Jacob c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/15/43	Trustee	Indefinite term. Trustee since 1999.	Former President and Founder (2006–2012) of NLJ Advisors, Inc. (investment adviser); President and Managing Principal, Windermere Investment Associates (1997–2006).	77	None
Thomas J. Kenny c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 3/27/63	Trustee	Indefinite term. Trustee since 2011.	Former Partner (2004–2010) and Managing Director (2002–2010), Goldman Sachs Asset Management.	77	Investment committee member, College of Mount Saint Vincent; Member, United States Olympics Paralympics Advisory Committee, University of California at Santa Barbara Arts and Lectures Advisory Council; Trustee and Treasurer, Crane County Day School.
Bridget A. Macaskill c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 8/5/48	Trustee	Indefinite term. Trustee since 2003.	Chief Executive Officer (since 2010), President and Chief Operating Officer (since 2009), First Eagle Investment Management; Principal, BAM Consulting LLC (2003–2009); Independent Consultant for Merrill Lynch (2003–2009).	77	Director, Arnhold and S. Bleichroeder Holdings; First Eagle Investment Management; American Legacy Foundation (Investment Committee); University of Edinburgh (Campaign Board); and North Shore Land Alliance.
James M. Poterba c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 7/13/58	Trustee	Indefinite term. Trustee since 2006.	President and Chief Executive Officer, National Bureau of Economic Research (“NBER”) (since 2008); Mitsui Professor of Economics, Massachusetts Institute of Technology (“MIT”) (since 1996), Former Head (2006–2008) and Associate Head (1994–2000 and 2001–2006), Economics Department of MIT; and Former Program Director, NBER (1990–2008).	77	Director, The Alfred P. Sloan Foundation and National Bureau of Economic Research; Member, Congressional Budget Office Panel of Economic Advisers.

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 99

Trustees and officers (unaudited)	continued
TIAA-CREF Lifecycle Index Funds § May 31, 2012

Disinterested trustees — concluded

Name, address and date of birth (“DOB”)	Position(s) held with fund	Term of office and length of time served	Principal occupation(s) during past 5 years	Number of portfolios in fund complex overseen by Trustee	Other directorship(s) held by trustee
Maceo K. Sloan c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/18/49	Chairman of the Board and Trustee	Indefinite term as Trustee; Chairman for term ending December 31, 2012. Trustee since 1999. Chairman since 2009.	Chairman, President and Chief Executive Officer, Sloan Financial Group, Inc. (since 1991); Chairman, Chief Executive Officer and Chief Investment Officer, NCM Capital Management Group, Inc. (since 1991); Chairman and Chief Executive Officer and Chief Investment Officer, NCM Capital Advisers Inc. (since 2003); and Chairman, President and Principal Executive Officer, NCM Capital Investment Trust (since 2007).	77	Director, SCANA Corporation (energy holding company) and NCM Capital Investment Trust; Member, Duke Children’s Hospital and Health Center National Board of Advisors.
Laura T. Starks c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 2/17/50	Trustee	Indefinite term. Trustee since 2006.	Associate Dean for Research (since 2011), McCombs School of Business, University of Texas at Austin (“McCombs”), and Director, AIM Investment Center at McCombs (since 2000). Charles E. and Sarah M. Seay Regents Chair in Finance (since 2002); Professor, University of Texas at Austin (since 1987). Former Chairman, Department of Finance, University of Texas at Austin (2002–2011).	77	Member of the Governing Council, Independent Directors Council (an association for mutual fund directors), and Investment Advisory Committee, Employees Retirement System of Texas.

100 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

Executive Officers

Name, address and date of birth (“DOB”)	Position(s) held with fund	Term of office and length of time served	Principal occupation(s) during past 5 years
Brandon Becker TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/19/54	Executive Vice President and Chief Legal Officer	One year term. Executive Vice President and Chief Legal Officer since 2009.	Executive Vice President and Chief Legal Officer of Teachers Insurance and Annuity Association of America (“TIAA”), and College Retirement Equities Fund (“CREF”), TIAA Separate Account VA-1, TIAA-CREF Funds, and TIAA-CREF Life Funds (collectively, the “TIAA-CREF Fund Complex”) (since 2009). Former Partner, Wilmer Cutler Pickering Hale & Dorr LLP (1996–2009).
Richard S. Biegen TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 5/8/62	Chief Compliance Officer	One-year term. Vice President and Chief Compliance Officer since 2008.	Chief Compliance Officer of the TIAA-CREF Fund Complex and TIAA Separate Accounts VA-1 and VA-3 (since 2008). Vice President, Senior Compliance Officer (2008–2011) and Managing Director, Senior Compliance Officer (since 2011) of Asset Management Compliance of TIAA. Chief Compliance Officer of TIAA-CREF Investment Management, LLC (“Investment Management”) (since 2008). Former Chief Compliance Officer (2008), Vice President, Senior Compliance Officer (2008–2011) and Managing Director, Senior Compliance Officer (since 2011) of Teachers Advisors, Inc. (“Advisors”). Managing Director and Senior Compliance Officer of TIAA-CREF Alternatives Advisors, LLC. (“TCAA”) (since 2011). Managing Director and Senior Compliance Officer of TIAA-CREF Alternatives Services, LLC (“TCAS”) (since 2011). Former Managing Director/Director of Global Compliance, AIG Investments (2000–2008).
Roger W. Ferguson, Jr. TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 10/28/51	President and Principal Executive Officer	One-year term. President and Principal Executive Officer since 2012.	Principal Executive Officer and President of the TIAA-CREF Funds and TIAA-CREF Life Funds since 2012. President and Chief Executive Officer of TIAA, CREF and TIAA Separate Account VA-1 (since 2008). Director of Covariance Capital Management, Inc. (“Covariance”) (since 2010). Former Chairman, Head of Financial Services and Member of the Executive Committee, Swiss Re America Holding Corporation (2006–2008); Vice Chairman and Member of the Board of Governors of the United States Federal Reserve System (1997–2006).

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 101

Trustees and officers (unaudited)	concluded
TIAA-CREF Lifecycle Index Funds § May 31, 2012

Executive officers — continued

Name, address and date of birth (“DOB”)	Position(s) held with fund	Term of office and length of time served	Principal occupation(s) during past 5 years
Eugene Flood, Jr. TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 10/31/55	Executive Vice President	One-year term. Executive Vice President since 2011.	Executive Vice President, President of Diversified Financial Services of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2011). President, Chief Executive Officer, Manager and Chairman of TIAA-CREF Redwood, LLC (“Redwood”) (since 2011). Director and Chairman of Covariance (since 2011). Manager and Chairman of Kaspick & Company LLC (since 2011). Director and Chairman of TIAA-CREF Life Insurance Company (“T-C Life”) (since 2011). Former President and Chief Executive Officer (2000–2010) and Director (1994–2010), Smith Breeden Associates, Inc., an investment adviser. Former Trustee of the TIAA-CREF Fund Complex (2005–2011). Dean’s Advisory Committee, Massachusetts Institute of Technology’s Sloan School of Management (since 2000).
Phillip G. Goff TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 11/22/63	Principal Financial Officer, Principal Accounting Officer and	One-year term. Principal Financial Officer, Principal Accounting Officer and Treasurer since 2007.	Treasurer of CREF (since 2008); Principal Financial Officer, Principal Accounting Officer and Treasurer of the TIAA-CREF Funds and TIAA-CREF Life Funds (since 2007) and Chief Financial Officer and Principal Accounting Officer (since 2009) and Treasurer (since 2008) of TIAA Separate Account VA-1. Senior Vice President (since 2010) and Funds Treasurer (since 2006) of TIAA. Director of Advisors (since 2008). Director of TIAA-CREF Asset Management (“TCAM”) (since 2011). Senior Vice President (since 2010) and Funds Treasurer (since 2007) of Advisors and Investment Management. Assistant Treasurer of T-C Life (since 2012). Director of TIAA-CREF Trust Treasurer Company, FSB (“Trust”) (since 2008). Senior Vice President and Funds Treasurer of TCAA (since 2011). Senior Vice President and Funds Treasurer of TCAS (since 2011).
Stephen Gruppo TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 9/25/59	Executive Vice President	One-year term. Executive Vice President since 2009.	Executive Vice President, Head of Risk Management of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2009). Executive Vice President, Risk Management (since 2009), Senior Managing Director of Advisors and Investment Management (2006–2009) and Head of Credit Risk Management of Advisors and Investment Management (2005–2006). Former Senior Managing Director, Acting Head of Risk Management of TIAA and Senior Managing Director of the TIAA-CREF Fund Complex (2008–2009). Executive Vice President, Risk Management of TCAA (since 2011). Executive Vice President, Risk Management of TCAS (since 2011). Former Senior Managing Director, Chief Credit Risk Officer (2004–2008) of TIAA. Former Director of T-C Life (2006–2008). Former Director of TPIS, Advisors and Investment Management (2008).

102 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

Ronald R. Pressman TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 4/11/58	Executive Vice President	One-year term. Executive Vice President since 2012.	Executive Vice President and Chief Operating Officer (since 2012) of TIAA, and Executive Vice President of the TIAA-CREF Funds Complex (since 2012). Former President and Chief Executive Officer of General Electric Capital Real Estate (2007–2011).
Phillip T. Rollock TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/31/62	Senior Vice President and Corporate Secretary	One-year term. Senior Vice President and Corporate Secretary since 2012.	Senior Vice President and Corporate Secretary of TIAA and the TIAA-CREF Fund Complex (since 2012). Former Managing Director, Retirement and Individual Financial Services (2010–2012) and Vice President, Product Development and Management, Institutional Client Services (2006–2010) of TIAA.
Edward D. Van Dolsen TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 4/21/58	Executive Vice President	One-year term. Executive Vice President since 2006.	Executive Vice President, President of Retirement and Individual Services (since 2011) of TIAA, and Executive Vice President (since 2008) of the TIAA-CREF Fund Complex. Former Chief Operating Officer (2010–2011), Executive Vice President, Product Development and Management (2009–2010), Executive Vice President, Institutional Client Services (2006–2009), Executive Vice President, Product Management (2005–2006), and Senior Vice President, Pension Products (2003–2005) of TIAA. Director of Covariance (since 2010). Director (since 2007), Chairman and President (since 2012) of TCT Holdings, Inc. Former Director (2007–2011) and Former Executive Vice President (2008–2010) of TCAM. Manager (since 2006), Former President and CEO (2006–2010) of Redwood. Former Director of Tuition Financing (2008–2009) and Former Executive Vice President of T-C Life (2009–2010).
Constance K. Weaver TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 9/26/52	Executive Vice President	One-year term. Executive Vice President since 2010.	Executive Vice President, Chief Marketing Officer of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2010); Former Chief Communications Officer of TIAA (2010–2011). Former Senior Vice President, The Hartford Financial Services Group, Inc. (2008–2010). Former Executive Vice President and Chief Marketing Officer, BearingPoint (2005–2008).

Please note that the Funds’ Statement of Additional Information (SAI) includes information about the Funds’ trustees and is available, without charge, through our website, tiaa-cref.org or by telephone at 800 223-1200.

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 103

Renewal of investment
management agreement (unaudited)

Board renewal of the investment management agreement for the TIAA-CREF Lifecycle Index Funds

Among its other duties, the Board of Trustees (the “Board” or the “Trustees”) of the TIAA-CREF Funds (the “Trust”) is responsible for determining whether to initially approve and subsequently annually renew the investment management agreement (the “Agreement”) between Teachers Advisors, Inc. (“TAI”) and the Trust on behalf of each of the TIAA-CREF Lifecycle Index Fund series. Under the Agreement, TAI is responsible for providing investment advisory services and overseeing the everyday operations and other service providers of the Funds.

Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”) requires that, after an initial period of up to two years, the Agreement for each Fund will remain in effect only if the Board, including a majority of those Trustees who have no direct or indirect interest in the Agreement, and who are not “interested persons” of the Trust, as that term is defined in the 1940 Act, annually renews that Agreement. All of the Trustees are deemed to be independent persons for this purpose.

Overview of the renewal process

The Board held a meeting on March 29, 2012, at which it considered the annual renewal of the Agreement with respect to each Fund other than the Lifecycle Index 2055 Fund using its previously-established process. (The Board did not consider the renewal of the Agreement for the Lifecycle Index 2055 Fund at this meeting, because this Fund’s Agreement was initially approved in March 2011 with a two-year term. Accordingly, in the discussion below, the references to “Funds” do not include the Lifecycle Index 2055 Fund.) As part of this process, the Board delegated certain tasks to its Operations Committee. Among these tasks, the Operations Committee worked with TAI and legal counsel to the Trustees to develop guidelines and specific requests relating to the types of information to be provided to the Committee and to the Board in connection with the proposed contract renewals, and then helped evaluate the information provided in response to those guidelines. During a series of meetings held prior to the March 29, 2012 Board meeting, the Operations Committee reviewed such guidelines and requests in consultation with TAI representatives and input from other Trustees, legal counsel to the Trustees and legal counsel to TAI and the Funds, and then evaluated the information produced in accordance with those guidelines and requests.

Among other matters, the Operations Committee, following its consultations with others as noted above, confirmed or established various guidelines regarding the preparation of reports to be provided to the Board with respect to each Fund by the Global Fiduciary Review unit of Lipper, Inc. (“Lipper”). Lipper is an independent provider of investment company data that is widely recognized as a leading source of independent data used by independent directors and trustees of investment companies during their advisory contract review processes.

104 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

Based on guidelines provided by the Operations Committee on behalf of the Board, Lipper produced, among other information, extensive performance and expense comparison data regarding each Fund, including data relating to each Fund’s management fee rates, total expense ratios, short-term and long-term investment performance and portfolio turnover rates. Lipper also compared certain of this data for each Fund against a universe of investment companies and against a more selective peer group of mutual funds with similar investment objectives and strategies (as applicable), each of which was selected by Lipper, and, in the case of the investment performance data, against appropriate composite indices made up of broad-based market indices. In each case, Lipper summarized the methodologies employed by it to provide the data contained in its reports. In addition, Lipper represented to the Board that its reports were designed specifically to provide the Board with the fee, expense and performance information that is necessary to help the Board satisfy its duties under Section 15(c) of the 1940 Act. Lipper also represented that it (and not TAI) had identified the selected comparative peer groups and universes and that it did so in a manner that was not intended to produce biased results for its clients.

In advance of the Board meeting held on March 29, 2012, legal counsel for the Trustees requested on behalf of the Board, and TAI provided, extensive information that was designed to assist the Board in its consideration of whether to renew the Agreement for each Fund. In addition to the data provided by Lipper as described above, this information included, but was not limited to, the following: (1) further information relating to each Fund’s investment performance, including performance ratings provided by Morningstar, Inc. (“Morningstar”), which is a widely recognized mutual fund ranking service, and a narrative analysis of the performance of each Fund that had underperformed its benchmark index by a specified amount over a three-year period, together with an explanation of any events that had a material impact on the Fund’s performance during that period; (2) a description of any fee waiver or expense reimbursement arrangements that were proposed or were in place during the prior year and the extent to which such arrangements would be continued or modified in the coming year; (3) a comparison of each Fund’s fee rate under the Agreement to the fee rates of any other comparable accounts managed by TAI or its affiliates; (4) any “fallout” benefits that accrued or were identified as reasonably likely to accrue to TAI or its affiliates due to their relationship with the Funds aside from TAI’s direct fee payments pursuant to the Agreement; (5) information regarding TAI’s financial resources, senior professional personnel, overall staffing levels, portfolio manager compensation arrangements, business continuity plans, insurance coverage, compliance programs, any material pending litigation or compliance issues, portfolio trading and best execution practices, and any actual and potential conflicts of interest identified by TAI in connection with rendering services to the Funds; (6) information as to any profits earned by TAI in connection with its services pursuant to the Agreement; (7) a copy of the Agreement and certain related service agreements between the Funds and affiliates of TAI; (8) a copy of TAI’s SEC Form ADV registration statement (which was presented only to legal counsel for the Trustees); and (9) proposed narrative explanations of reasons why the Board should renew the Agreement.

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 105

Renewal of investment
management agreement (unaudited)

In considering whether to renew the Agreement with respect to each Fund, the Board, with assistance from its Operations Committee, reviewed various factors with respect to the Fund, including: (1) the nature, extent and quality of services provided or to be provided by TAI to the Fund; (2) the Fund’s investment performance; (3) the costs of the services provided to the Fund and the profits realized or potential profits to be realized (if any) by TAI and its affiliates from their relationship with the Fund; (4) the extent to which economies of scale have been realized or are anticipated to be realized as the Fund grows; (5) whether the fee schedule set forth in the Agreement reflects any such economies of scale for the benefit of Fund investors; (6) comparisons of services and fee rates with any contracts entered into by TAI with other clients to whom TAI provides comparable services; and (7) any other benefits derived or anticipated to be derived by TAI or its affiliates from their relationship with the Fund. As a general matter, the Board viewed these factors in their totality, with no single factor being the principal factor in determining whether to renew the Agreement.

In reaching its decisions regarding the renewal of the Agreement for each Fund, the Board took into account the information described above, other information provided to the Board in connection with this process, and relevant information provided to the Board and to its Committees on an ongoing basis in connection with the Board’s general oversight duties with respect to the Funds. In addition, the Board received and considered information from its legal counsel as to certain relevant guidelines that relate to the renewal process under Section 15(c) of the 1940 Act and certain other legal authorities.

The Board received and considered Fund-specific information and made its renewal determinations on a Fund-by-Fund basis. In deciding whether to renew the Agreement for each Fund, each Trustee may have accorded different weight to different factors, and thus, each Trustee may have had a different basis for his or her ultimate decision to vote to renew the Agreement for each Fund. At its meeting on March 29, 2012, the Board voted unanimously to renew the Agreement for each Fund. Set forth below are certain general factors the Board considered for all of the Funds, followed by a summary of certain specific factors the Board considered for each particular Fund.

The nature, extent and quality of services

The Board considered that TAI is an experienced investment adviser that has managed the Funds since their operations commenced. Investment professionals at TAI also manage various accounts of the College Retirement Equities Fund (“CREF”), the TIAA-CREF Life Funds and the other series of the Trust. Under the Agreement, TAI is responsible for, among other duties: managing the assets of the Funds (which are funds of funds that invest their assets in the securities of other investment companies managed by TAI, referred to as “underlying funds”), including selecting underlying funds and allocating the Funds’ assets among the underlying funds, conducting research, recommending investments and placing orders to buy and sell securities for the Funds’ investment portfolios; active daily monitoring of the Funds’ investment

106 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

continued

portfolios by various personnel with specific responsibility for the particular types of investments in question; reporting on the investment performance of the Funds to the Board on a regular basis; and carrying out, or overseeing the provision of, various administrative services to the Funds. The Board considered that TAI has carried out these responsibilities in a competent and professional manner.

The Board also considered, among other factors, the performance of each of the Funds, as discussed below. In addition, the Board considered the nature and quality of non-portfolio management services provided by TAI and its affiliates. In this regard, the Board considered its ongoing review of the performance of certain affiliated and unaffiliated service providers, including the quality of services provided by those firms and TAI’s oversight of those service providers and the outsourcing of certain services to other firms.

Investment performance

The Board considered the investment performance of each Fund over the periods indicated in the Fund-by-Fund synopsis below. The Board considered each Fund’s performance as compared to its peer group and peer universe (as applicable). In this regard, the Board considered that, with some exceptions, the Funds ranked in the top three performance quintile versus their peer universes of mutual funds. (For additional detail regarding each Fund’s performance, see the Fund-by-Fund synopsis below.) The Board concluded that, under the totality of circumstances considered, the investment performance of each Fund was within an acceptable range.

Cost and profitability

The Board considered financial and profitability data relating to TAI for the calendar year 2011 with respect to the Funds. The Board considered TAI’s profit/loss calculations with respect to its services to each Fund both before and after taking into account the costs incurred directly or indirectly by TAI in connection with the distribution of shares of the Funds. The Board also noted TAI’s partial voluntary waiver of certain of the Funds’ management fees. The Board acknowledged the reasonableness of having management fee rates which permit TAI to maintain and improve the quality of services provided to the Funds. The Board also acknowledged certain permanent and temporary waivers of management fees and reimbursements of expenses above specified amounts of TIAA-CREF Funds used as underlying investments for the Funds which would reduce the Funds’ expenses. The Board considered that TAI had not earned profits with respect to the Funds under the Agreement and expected this trend to continue. The Board also considered that TAI may have indirect earnings with respect to the Funds based on the Funds’ investment in affiliated underlying funds also managed by TAI.

During its review of TAI’s profitability, the Board noted its ongoing efforts to examine the level of personnel and other resources available to TAI for its portfolio management functions so as to assess whether sufficient resources are being devoted to these functions.

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 107

Renewal of investment
management agreement (unaudited)

Fees charged by other advisers

The Board considered information regarding fees paid to other advisers for managing similar funds, as analyzed by Lipper. The Board determined that the management fee rates charged to a Fund under the Agreement typically were similar or lower than the management fee rates charged by many or most comparable mutual funds, and also noted that TAI currently waives a portion of such fees for some of the Funds. In this connection, the Board also considered the inherent limitations of such comparisons in light of uncertainty as to how the fees of such similar mutual funds are set and potentially material differences between a Fund and its comparable mutual funds. Additionally, the Board also considered the potential limitations of such comparisons due to the fact that, in many instances, Lipper based its comparisons on financial data relating to fiscal periods that differed from the period for which the Fund’s data were derived. Based on all factors considered, the Board concluded that the management fee rates under the Agreement with respect to each Fund were within an acceptable range in relation to those charged by appropriate groups of comparable mutual funds.

Economies of scale

The Board considered whether TAI has experienced or is anticipated to experience economies of scale in connection with the operation of each Fund. The Board considered that, because TAI incurred losses with respect to each of the Funds, there was little opportunity to pass economies of scale on to Fund shareholders. Based on all factors considered, the Board concluded that the Funds’ management fee schedules were within an acceptable range in light of current economies of scale considerations and current asset levels.

Fee comparison with other TAI clients

The Board considered that TAI and its affiliates provide similar investment management services to other investment companies. The Board considered that TAI and its affiliates provide fund-of-funds management services to the Lifecycle Funds and the Lifestyle Funds, with an annual management fee of 0.10% of average daily net assets that is currently being entirely waived or reimbursed by TAI. TAI also manages another fund-of-funds, TIAA-CREF Managed Allocation Fund, for which it receives no management fee. TAI also manages other asset allocation products, such as education savings plans (529 plans).

Other benefits

The Board also considered additional benefits to the Funds and to TAI and its affiliates arising from the Agreement. For example, TAI continues to be willing to waive fees and make expense reimbursements to the Funds and to certain of the underlying funds in which they invest. In addition, TAI and its affiliates may benefit from the advisory relationship with the Funds to the extent that this relationship results in potential investors viewing the TIAA-CREF group of companies as a leading

108 2012 Annual Report §  TIAA-CREF Lifecycle Index Funds

continued

retirement plan provider in the academic and nonprofit markets and as a single source for all their financial service needs. TAI may also benefit from the Funds’ investment in underlying funds that are also managed by TAI.

Fund-by-Fund factors

The Board considered the following specific factors (among others) in connection with its determination to renew the Agreement with respect to each Fund. If a Fund is described in the following discussions as being in the “1st” quintile, it is in the best of five groups (that is, the group has the best performance or the lowest expenses, as the case may be). References below to quintiles are based on data provided to the Board in the reports prepared by Lipper. The specific management fee, expense and performance factors outlined below are based on the Institutional Class shares of each Fund (except where otherwise noted). Because the Institutional Class generally has different non-management expenses than the Retirement and Premier Classes of these Funds, the expenses and performance of these other Classes will differ from the expenses and performance shown for the Institutional Class. All time periods referenced below ended as of December 31, 2011. Statements below regarding “net profit” or “net loss” refer to whether TAI earned a profit or incurred a loss for the services that it rendered to a Fund during 2011 under the Agreement. None of the Funds has been operational for a sufficient period of time to have earned a Morningstar rating.

Lifecycle Index Retirement Income Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets. TAI has agreed to continue to waive 0.04% of this fee through at least September 30, 2012.
•	The Fund’s total expenses were in the 3rd quintile of the universe of comparable funds identified by Lipper for expense comparison purposes (“Expense Universe”).
•	The Fund was in the 1st quintile of the universe of comparable funds identified by Lipper for performance comparison purposes (“Performance Universe”) for the one- and two-year and since inception periods.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period.
Lifecycle Index 2010 Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets. TAI has agreed to continue to waive 0.03% of this fee through at least September 30, 2012.
•	The Fund was in the 1st quintile of its Performance Universe for the one- and two-year and since inception periods.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period.
Lifecycle Index 2015 Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets. TAI has agreed to continue to waive 0.02% of this fee through at least September 30, 2012.

TIAA-CREF Lifecycle Index Funds § 2012 Annual Report 109

Renewal of investment
management agreement (unaudited)

•	The Fund was in the 1st quintile of its Performance Universe for the one- and two-year and since inception periods.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period.
Lifecycle Index 2020 Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets. TAI has agreed to continue to waive 0.01% of this fee through at least September 30, 2012.
•	The Fund was in the 1st quintile of its Performance Universe for the one- and two-year periods and the 2nd quintile of its Performance Universe for the since inception period.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period.
Lifecycle Index 2025 Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets. TAI has agreed to continue to waive 0.01% of this fee through at least September 30, 2012.
•	The Fund was in the 1st quintile of its Performance Universe for the one- and two-year periods and the 2nd quintile of its Performance Universe for the since inception period.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period.
Lifecycle Index 2030 Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets.
•	The Fund was in the 1st quintile of its Performance Universe for the one- and two-year periods and the since inception period.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period.
Lifecycle Index 2035 Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets.
•	The Fund was in the 1st quintile of its Performance Universe for the one- and two-year periods and the 2nd quintile of its Performance Universe for the since inception period.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period.
Lifecycle Index 2040 Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets.
•	The Fund was in the 1st quintile of its Performance Universe for the one- and two-year periods and the 2nd quintile of its Performance Universe for the since inception period.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period.

110 2012 Annual Report §  TIAA-CREF Lifecycle Index Funds

concluded

Lifecycle Index 2045 Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets.
•	The Fund was in the 1st quintile of its Performance Universe for the one- and two-year periods and the since inception period.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period.
Lifecycle Index 2050 Fund
•	The Fund’s annual contractual management fee is 0.10% of average daily net assets.
•	The Fund’s total expenses were in the 1st quintile of its Expense Universe.
•	The Fund was in the 1st quintile of its Performance Universe for the one- and two-year periods and the since inception period.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period.

Based primarily on the foregoing factors and considerations, the Board renewed the Agreement for each Fund.

TIAA-CREF Lifecycle Index Funds §  2012 Annual Report 111

Important tax information (unaudited)

For the year ended May 31, 2012, the Lifecycle Index Funds designate the following distribution amounts (or the maximum amount allowable) as being from net long-term capital gains.

Fund	Long-term gains
Lifecycle Index Retirement Income	$	3,402
Lifecycle Index 2010		2,869
Lifecycle Index 2015		3,604
Lifecycle Index 2020		26,774
Lifecycle Index 2025		2,829
Lifecycle Index 2030		30,070
Lifecycle Index 2035		1,989
Lifecycle Index 2040		45,814
Lifecycle Index 2045		2,660
Lifecycle Index 2050		1,945
Lifecycle Index 2055		–

For the year ended May 31, 2012, the Lifecycle Index Funds designate the following percentages (or the maximum amount allowable) of ordinary income dividends paid as qualifying for the maximum tax rate of 15% as provided by the Jobs and Growth Tax Relief and Reconciliation Act of 2003.

Fund	Percentage
Lifecycle Index Retirement Income		30.63	%
Lifecycle Index 2010		38.15	%
Lifecycle Index 2015		46.65	%
Lifecycle Index 2020		55.25	%
Lifecycle Index 2025		64.04	%
Lifecycle Index 2030		73.43	%
Lifecycle Index 2035		81.73	%
Lifecycle Index 2040		84.01	%
Lifecycle Index 2045		84.09	%
Lifecycle Index 2050		84.03	%
Lifecycle Index 2055		81.54	%

112 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

For the year ended May 31, 2012, the Lifecycle Index Funds designate the following percentages (or the maximum amount allowable) of ordinary income dividends paid as qualifying for the corporate dividends received deduction.

Fund	Percentage
Lifecycle Index Retirement Income		18.02	%
Lifecycle Index 2010		22.45	%
Lifecycle Index 2015		27.08	%
Lifecycle Index 2020		32.31	%
Lifecycle Index 2025		37.62	%
Lifecycle Index 2030		43.38	%
Lifecycle Index 2035		48.55	%
Lifecycle Index 2040		49.93	%
Lifecycle Index 2045		50.11	%
Lifecycle Index 2050		50.04	%
Lifecycle Index 2055		49.09	%

For the year ended May 31, 2012, the Lifecycle Index Funds received the following amounts of income from their respective underlying funds that was from foreign sources:

Fund	Foreign source income		Foreign source income per share
Lifecycle Index Retirement Income	$	30,731	$	0.02800
Lifecycle Index 2010		231,905		0.03557
Lifecycle Index 2015		408,030		0.04076
Lifecycle Index 2020		551,791		0.04699
Lifecycle Index 2025		575,628		0.05290
Lifecycle Index 2030		694,928		0.05870
Lifecycle Index 2035		713,764		0.06458
Lifecycle Index 2040		994,540		0.06643
Lifecycle Index 2045		253,459		0.06573
Lifecycle Index 2050		167,385		0.06581
Lifecycle Index 2055		53,940		0.05232

TIAA-CREF Lifecycle Index Funds • 2012 Annual Report 113

Important tax information (unaudited) concluded

For the year ended May 31, 2012, the Lifecycle Index Funds have elected to pass through the following amounts of foreign taxes paid by their respective underlying funds:

Fund	Foreign taxes paid		Foreign taxes paid per share
Lifecycle Index Retirement Income Fund	$	2,639	$	0.00241
Lifecycle Index 2010 Fund		19,931		0.00306
Lifecycle Index 2015 Fund		35,075		0.00350
Lifecycle Index 2020 Fund		47,410		0.00404
Lifecycle Index 2025 Fund		49,461		0.00455
Lifecycle Index 2030 Fund		59,688		0.00504
Lifecycle Index 2035 Fund		61,331		0.00555
Lifecycle Index 2040 Fund		85,445		0.00571
Lifecycle Index 2045 Fund		21,775		0.00565
Lifecycle Index 2050 Fund		14,377		0.00565
Lifecycle Index 2055 Fund		4,633		0.00449

The information and distributions reported herein may differ from the information and distributions reported to shareholders for the calendar year ending December 31, 2012, which will be reported in conjunction with your 2012 Form 1099-DIV.

By early 2013, shareholders should receive their Form 1099-DIV and a tax information letter from the Funds. For your specific situation, we recommend that you consult a professional tax advisor.

114 2012 Annual Report § TIAA-CREF Lifecycle Index Funds

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How to reach us

TIAA-CREF website

tiaa-cref.org

24 hours a day, 7 days a week

Automated telephone service

800 842-2252

24 hours a day, 7 days a week

For the hearing- or speech-impaired

800 842-2755

8 a.m. to 10 p.m. ET, Monday–Friday

9 a.m. to 6 p.m. ET, Saturday

You should carefully consider the investment objectives, risks, charges and expenses of any fund before investing. For a prospectus that contains this and other important information, please visit tiaa-cref.org, or call 800 842-2252. Please read the prospectus carefully before investing. Investment, insurance and annuity products are not FDIC insured, are not

bank guaranteed, are not bank deposits, are not insured by any federal government agency, are not a condition to any banking service or activity, and may lose value.

TIAA-CREF Individual & Institutional Services, LLC, and Teachers Personal Investors Services, Inc., members FINRA, distribute securities products.

©2012 Teachers Insurance and Annuity Association—College Retirement Equities Fund (TIAA-CREF), 730 Third Avenue, New York, NY 10017-3206.

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2012 Annual Report

TIAA-CREF

Managed Allocation Fund

of the TIAA-CREF Funds

May 31, 2012

Contents
Understanding your fund report	2
Information for investors	3
Important information about expenses	4
Fund performance
Managed Allocation Fund	6
About the fund’s composite benchmark	9
Portfolio of investments	10
Audited financial statements
Statement of assets and liabilities	11
Statement of operations	12
Statement of changes in net assets	13
Financial highlights	15
Notes to financial statements	18
Report of independent registered public accounting firm	23
Trustees and officers	24
Renewal of investment management agreement	30
Important tax information	36
How to reach us	Inside back cover

Understanding your fund report

This annual report contains information about the Managed Allocation Fund and describes the fund’s results for the twelve months ended May 31, 2012.
The report contains three main sections:
	•	The fund performance section compares the fund’s investment returns with those of its composite benchmark and a broad market index.
	•	The portfolio of investments lists the underlying TIAA-CREF Funds in which the Managed Allocation Fund had investments as of May 31, 2012.
	•	The financial statements provide detailed information about the operations and financial condition of the fund.

          The views and opinions expressed in this report are through the end of the period, as stated on the cover of this report. They are subject to change at any time based on a variety of factors. As such, they are not guarantees of future performance or investment results and should not be taken as investment advice. The risks of investing in the TIAA-CREF Funds vary from fund to fund; to see the risks of investing in an individual fund, please refer to that fund’s latest prospectus.

As always, you should carefully consider the investment objectives, risks, charges and expenses of any fund before investing. For a prospectus that contains this and other important information, please visit our website at tiaa-cref.org, or call 800 842-2252 for the Institutional and Retirement classes or 800 223-1200 for the Retail Class. We urge you to read the prospectus carefully before investing.

2 2012 Annual Report § TIAA-CREF Managed Allocation Fund

Information for investors

Portfolio holdings

The complete portfolio of investments for the Managed Allocation Fund appears on page 10 of this report. You can also obtain a complete list of the holdings of the Managed Allocation Fund and of the underlying funds in which the Managed Allocation Fund invests (Schedules of Investments) as of the most recently completed fiscal quarter in the following ways:
	•	By visiting our website at tiaa-cref.org; or
	•	By calling us at 800 842-2252 to request a copy, which will be provided free of charge.
You can obtain a complete list of the Managed Allocation Fund’s portfolio holdings as of the most recently completed fiscal quarter, and for prior quarter-ends, from our Securities and Exchange Commission (SEC) Form N-CSR and Form N-Q filings. Form N-CSR filings are as of May 31 or November 30; Form N-Q filings are as of February 28 or August 31. Copies of these forms are available:
	•	Through the Electronic Data Gathering and Retrieval System (EDGAR) on the SEC’s website at www.sec.gov; or
	•	From the SEC’s Office of Investor Education and Advocacy. (Call 202 551-8090 for more information.)

Proxy voting

A description of our proxy voting policies and procedures for the underlying funds of the Managed Allocation Fund can be found on our website at tiaa-cref.org or on the SEC’s website at www.sec.gov. You can also call us at 800 842-2252 to request a free copy. A report of how the Managed Allocation Fund’s underlying funds voted during the most recently completed twelve-month period ended June 30 can be found on our website or on Form N-PX at www.sec.gov.

Contacting TIAA-CREF

There are three easy ways to contact us: by email, using the Contact Us link at the top of our home page; by mail at TIAA-CREF, 730 Third Avenue, New York, NY 10017-3206; or by phone at 800 842-2252.

Fund management

The Managed Allocation Fund is managed by a portfolio management team of Teachers Advisors, Inc. The members of this team are responsible for the day-to-day investment management of the fund.

TIAA-CREF Managed Allocation Fund § 2012 Annual Report 3

Important information about expenses

All shareholders of the TIAA-CREF Funds incur ongoing costs, including management fees and other fund expenses. They may also incur transactional costs for redemptions or account maintenance fees.
          The expense example that appears in the table on page 5 is intended to help you understand your ongoing costs only (in U.S. dollars) and does not reflect transactional costs or the costs incurred by the fund for buying and selling securities. The example is designed to help you compare these ongoing costs with the ongoing costs of investing in other mutual funds.
          The expenses shown do not include redemption fees or account maintenance fees, which may or may not be applicable, as described in the prospectus. If such fees were included, your total costs for investing in the fund would be higher. Note also that shareholders of the TIAA-CREF Funds do not incur a sales charge for purchases, reinvested dividends or other distributions.
          The example is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (December 1, 2011– May 31, 2012).

Actual expenses
The first line of the two lines listed for each share class in the table uses that class’s actual expenses and its actual rate of return. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the six-month 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 during the six-month period.

Hypothetical example for comparison purposes
The second line in each share class’s entry shows hypothetical account values and expenses based on the share class’s actual expense ratio for the six-month period and an assumed 5% per year rate of return before expenses. This was not the share class’s actual return.
          This hypothetical example cannot be used to estimate the actual expenses you paid for the period but rather allows you to compare the ongoing costs of investing in the fund with the costs of other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other mutual funds.

4 2012 Annual Report § TIAA-CREF Managed Allocation Fund

Important information about expenses

Expense example
Six months ended May 31, 2012
Managed Allocation Fund	Beginning account value (12/1/11)		Ending account value (5/31/12)		Expenses paid during period* (12/1/11–5/31/12)		Effective expenses paid during period† (12/1/11–5/31/12)
Institutional Class
Actual return		$1,000.00		$1,042.11		$0.00		$2.20
5% annual hypothetical return		1,000.00		1,025.00		0.00		2.17
Retirement Class
Actual return		$1,000.00		$1,040.86		$1.28		$3.47
5% annual hypothetical return		1,000.00		1,023.75		1.26		3.44
Retail Class
Actual return		$1,000.00		$1,040.60		$1.28		$3.47
5% annual hypothetical return		1,000.00		1,023.75		1.26		3.44

*

“Expenses paid during period” is based on the fund’s actual expense ratio for the most recent fiscal half-year, multiplied by the average account value over the six-month period, multiplied by 183/366. There were 183 days in the six months ended May 31, 2012. The fund’s annualized six-month expense ratio for that period was 0.00% for the Institutional Class, 0.25% for the Retirement Class and 0.25% for the Retail Class. The expense charges of one or more of the fund’s share classes may at times reflect a reimbursement. Please see the prospectus for an explanation, including the date on which this reimbursement is scheduled to end. Without such reimbursement, the expenses of the affected share classes would be higher and their performance lower.

†

“Effective expenses paid during period” is based on the fund’s total expense ratio for the most recent fiscal half-year, which includes the fund’s own expense ratio plus its pro rata share of its underlying funds’ expenses (which the fund bears through its investment in the underlying funds) for the most recent fiscal half-year. For that period, the total annualized weighted average expense ratio was 0.43% for the Institutional Class, 0.68% for the Retirement Class and 0.68% for the Retail Class.

TIAA-CREF Managed Allocation Fund § 2012 Annual Report 5

Managed Allocation Fund

Performance for the twelve months ended May 31, 2012

The Managed Allocation Fund returned –1.79% for the Institutional Class, compared with the –0.96% return of its benchmark, the Managed Allocation Composite Index. The table on the following page shows returns for all share classes of the fund.

Stocks stumble, but the bond market advances

The U.S. stock market, as measured by the Russell 3000^® Index, fell 1.87% for the twelve months covered by this report. During the first four months of the period—June through September 2011—the U.S. market lost 16.80%, largely due to investor concerns about Europe’s debt crisis and the pace of the global economic recovery. The market staged an impressive rally during the next six months, however, rising 26.55%, on signs that growth was picking up and European policymakers were addressing the continent’s problems. Disappointing economic data again weighed on stocks during April and May, and the Russell 3000 dropped 6.80% over the last two months of the period.

     Foreign stocks—constrained by Europe’s debt troubles—posted double-digit losses for the twelve months. The MSCI EAFE (Europe, Australasia, Far East)+EM (Emerging Markets) Index, which measures stock performance in 22 developed nations outside North America and in 21 developing nations, fell 20.44% in dollar terms.

     In this period of heightened volatility in the global stock markets, investors flocked to the relative safety and liquidity of fixed-income securities. The domestic investment-grade, fixed-rate bond market, as measured by the Barclays U.S. Aggregate Bond Index, returned 7.12% for the twelve months.

The fund trails its benchmark in a turbulent market environment

The absolute return of the Managed Allocation Fund was adversely affected by double-digit declines from its international equity fund investments. These included the International Equity Fund (down 25.53%), the Emerging Markets Equity Fund (down 22.11%) and the Enhanced International Equity Index Fund (down 20.17%). (Fund returns are for the Institutional Class.)

     The fund lagged its composite benchmark largely because of unfavorable relative results from its investments in the Bond Plus Fund, the International Equity Fund and the Large-Cap Value Fund. While the Bond Plus Fund gained a solid 6.61%, it underperformed the Barclays aggregate index by half a percentage point and constituted 40% of the total portfolio.

     Conversely, the fund’s relative performance benefited from its positions in the Enhanced Large-Cap Growth Index Fund and the Growth & Income Fund, both of which outperformed the Russell 3000 for the period.

6 2012 Annual Report § TIAA-CREF Managed Allocation Fund

Managed Allocation Fund

Performance as of May 31, 2012

			Total return		Average annual total return
Managed Allocation Fund	Inception date		1 year		5 years			since inception
Institutional Class		3/31/2006	–1.79	%		0.99	%		3.17	%
Retirement Class		3/31/2006	–2.04			0.72			2.90
Retail Class		3/31/2006	–2.03			0.86			3.07
Managed Allocation Composite Index*		—	–0.96			1.68			3.73	†
Broad market index
Russell 3000 Index		—	–1.87			–0.75			2.37	†

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.
You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	On May 31, 2012, the Managed Allocation Composite Index consisted of: 45.0% Russell 3000 Index; 40.0% Barclays U.S. Aggregate Bond Index; and 15.0% MSCI EAFE+EM Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
†	The performance is calculated from the inception date of the Institutional Class.

TIAA-CREF Managed Allocation Fund § 2012 Annual Report 7

Managed Allocation Fund

$10,000 invested at fund’s inception

Institutional Class (inception March 31, 2006)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation				Target allocation
	% of net assets as of 5/31/2012
Equity
U.S. equity		44.7	%
International equity		14.7
Fixed income		40.5
Other assets &
liabilities, net		0.1
Total		100.0

8 2012 Annual Report § TIAA-CREF Managed Allocation Fund

About the fund’s composite benchmark

The Managed Allocation Fund uses a composite benchmark that combines the following public indexes in proportions that reflect the fund’s target market sector allocations:

• Russell 3000^® Index (U.S. equity), which measures the performance of the stocks of the 3,000 largest publicly traded U.S. companies, based on market capitalization. The index measures the performance of about 98% of the total market capitalization of the publicly traded U.S. equity market.

• MSCI EAFE+EM Index (international equity), which measures the performance of the leading stocks in 22 developed countries outside North America—in Europe, Australasia and the Far East—and in 21 emerging markets in Europe, Asia, Africa, Latin America and the Middle East.

• Barclays U.S. Aggregate Bond Index (fixed income), which measures the performance of the domestic investment-grade, fixed-rate bond market, including government and corporate securities, agency mortgage pass-through securities, asset-backed securities and commercial mortgage-backed securities.

You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.

In March 2012, Barclays Capital changed its name to Barclays.

Russell 3000 is a trademark and service mark of Russell Investments. TIAA-CREF products are not promoted or sponsored by, or affiliated with, Russell Investments. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. This report is not approved, reviewed or produced by MSCI.

TIAA-CREF Managed Allocation Fund§2012 Annual Report 9

Portfolio of investments

Managed Allocation Fund § May 31, 2012

Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	21,380,481	TIAA-CREF Bond Plus Fund		$	227,702,125	40.5	%
					227,702,125	40.5
INTERNATIONAL EQUITY
	2,351,863	TIAA-CREF Emerging Markets Equity Fund			21,825,293	3.9
	5,153,158	TIAA-CREF Enhanced International Equity Index Fund			30,609,757	5.4
	4,008,276	TIAA-CREF International Equity Fund			30,422,817	5.4
					82,857,867	14.7
U.S. EQUITY
	5,121,247	TIAA-CREF Enhanced Large-Cap Growth Index Fund			47,166,686	8.4
	5,782,352	TIAA-CREF Enhanced Large-Cap Value Index Fund			45,449,291	8.1
	4,074,894	TIAA-CREF Growth & Income Fund			39,485,727	7.0
	4,282,266	TIAA-CREF Large-Cap Growth Fund			47,190,572	8.4
	3,565,056	TIAA-CREF Large-Cap Value Fund			45,525,764	8.1
	182,507	TIAA-CREF Mid-Cap Growth Fund			3,467,641	0.6
	201,328	TIAA-CREF Mid-Cap Value Fund			3,486,992	0.6
	1,403,269	TIAA-CREF Small-Cap Equity Fund			19,308,982	3.5
					251,081,655	44.7
		TOTAL TIAA-CREF FUNDS	(Cost $558,514,940)		561,641,647	99.9
		TOTAL PORTFOLIO	(Cost $558,514,940)		561,641,647	99.9
		OTHER ASSETS & LIABILITIES, NET			341,638	0.1
		NET ASSETS		$	561,983,285	100.0	%

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

10 2012 Annual Report § TIAA-CREF Managed Allocation Fund See notes to financial statements

Statement of assets and liabilities

Managed Allocation Fund § May 31, 2012

ASSETS
Affiliated investments, at value*	$	561,641,647
Cash		441,237
Receivable from securities transactions		5,911,628
Receivable from Fund shares sold		132,715
Dividends and interest receivable		631,300
Due from affiliates		1,159
Other		25,441
Total assets		568,785,127
LIABILITIES
Service agreement fees payable		616
Distribution fees payable		192,812
Due to affiliates		4,509
Payable for securities transactions		6,465,878
Payable for Fund shares redeemed		18,669
Accrued expenses and other payables		119,358
Total liabilities		6,801,842
NET ASSETS	$	561,983,285
NET ASSETS CONSIST OF:
Paid-in-capital	$	575,239,751
Undistributed net investment income (loss)		1,034,344
Accumulated net realized gain (loss) on total investments		(17,417,517	)
Net unrealized appreciation (depreciation) on total investments		3,126,707
NET ASSETS	$	561,983,285
INSTITUTIONAL CLASS:
Net assets	$	6,724,492
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		677,694
Net asset value per share	$	9.92
RETIREMENT CLASS:
Net assets	$	29,993,160
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		3,026,153
Net asset value per share	$	9.91
RETAIL CLASS:
Net assets	$	525,265,633
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		52,845,663
Net asset value per share	$	9.94
*   Affiliated investments, cost	$	558,514,940

See notes to financial statements TIAA-CREF Managed Allocation Fund § 2012 Annual Report 11

Statement of operations

Managed Allocation Fund § For the year ended May 31, 2012

INVESTMENT INCOME
Dividends from affiliated investments	$	15,170,623
Total income		15,170,623
EXPENSES
Distribution fees — Retail Class		1,117,881
Fund administration fees		35,265
Custody and accounting fees		14,175
Audit fees		20,639
Legal fees		6,581
Shareholder reports		55,883
Shareholder servicing — Institutional Class		260
Shareholder servicing — Retirement Class		73,936
Shareholder servicing — Retail Class		445,982
Trustee fees and expenses		5,680
Compliance fees		16,189
Registration fees		40,073
Other expenses		16,526
Total expenses		1,849,070
Less: Expenses reimbursed by the investment adviser		(450,458	)
Net expenses		1,398,612
Net investment income (loss)		13,772,011
NET REALIZED AND UNREALIZED GAIN (LOSS) FROM AFFILIATED INVESTMENTS:
Realized gain (loss) from sale of affiliated investments		12,957,652
Realized gain distributions from affiliated investments		5,092,312
Net realized gain (loss) from affiliated investments		18,049,964
Net change in unrealized appreciation (depreciation) from affiliated investments		(44,405,649	)
Net realized and unrealized gain (loss) from affiliated investments		(26,355,685	)
Net increase (decrease) in net assets resulting from operations	$	(12,583,674	)

12 2012 Annual Report  § TIAA-CREF Managed Allocation Fund See notes to financial statements

Statement of changes in net assets

Managed Allocation Fund  § For the period or year ended

		For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010
OPERATIONS
Net investment income (loss)		$	13,772,011		$	11,440,845		$	12,591,028
Net realized gain (loss) from affiliated investments			18,049,964			13,977,090			13,676,895
Net change in unrealized appreciation (depreciation) from affiliated investments			(44,405,649	)		41,136,526			24,039,726
Net increase (decrease) in net assets resulting from operations			(12,583,674	)		66,554,461			50,307,649
DISTRIBUTION TO SHAREHOLDERS
From net investment income:
	Institutional Class		(153,330	)		(62,350	)		(37,089	)
	Retirement Class		(731,835	)		(504,469	)		(562,210	)
	Retail Class		(13,210,401	)		(9,521,933	)		(11,986,288	)
Total distributions			(14,095,566	)		(10,088,752	)		(12,585,587	)
SHAREHOLDER TRANSACTIONS
Subscriptions:	Institutional Class		3,032,778			2,399,406			1,682,964
	Retirement Class		7,718,123			9,239,041			9,388,130
	Retail Class		36,641,923			39,159,018			41,096,004
Reinvestments of distributions:
	Institutional Class		150,690			60,519			29,762
	Retirement Class		731,835			504,469			562,210
	Retail Class		12,573,758			9,021,946			11,450,801
Redemptions:	Institutional Class		(481,436	)		(1,190,095	)		(1,321,657	)
	Retirement Class		(9,541,008	)		(4,391,982	)		(8,485,393	)
	Retail Class		(60,970,792	)		(45,132,635	)		(53,942,310	)
Net increase (decrease) from shareholder transactions			(10,144,129	)		9,669,687			460,511
Net increase (decrease) in net assets			(36,823,369	)		66,135,396			38,182,573
NET ASSETS
Beginning of period			598,806,654			532,671,258			494,488,685
End of period		$	561,983,285		$	598,806,654		$	532,671,258
Undistributed net investment income (loss) included in net assets		$	1,034,344		$	1,357,899		$	5,806

See notes to financial statements TIAA-CREF Managed Allocation Fund § 2012 Annual Report 13

Statement of changes in net assets	concluded
Managed Allocation Fund § For the period or year ended

		For the year ended May 31, 2012			For the eight-month period ended May 31, 2011			For the year ended September 30, 2010
CHANGE IN FUND SHARES
Shares sold:	Institutional Class		312,071			239,231			183,529
	Retirement Class		779,549			933,908			1,038,761
	Retail Class		3,676,570			3,910,196			4,547,497
Shares reinvested:
	Institutional Class		15,678			6,143			3,272
	Retirement Class		76,162			51,328			62,458
	Retail Class		1,305,703			915,740			1,268,455
Shares redeemed:
	Institutional Class		(48,869	)		(117,079	)		(146,711	)
	Retirement Class		(973,681	)		(439,468	)		(942,830	)
	Retail Class		(6,151,319	)		(4,509,496	)		(5,972,431	)
Net increase (decrease) from shareholder transactions			(1,008,136	)		990,503			42,000

14 2012 Annual Report  § TIAA-CREF Managed Allocation Fund See notes to financial statements

Financial highlights

Managed Allocation Fund § For the period or year ended

	Institutional Class
	5/31/12			5/31/11†			9/30/10			9/30/09			9/30/08			9/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period		$10.39			$9.40			$8.73			$8.86			$11.03			$10.11
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.27			0.21			0.24			0.24			0.33			0.33
Net realized and unrealized gain (loss) on total investments		(0.47	)		0.97			0.67			(0.13	)		(2.16	)		1.12
Total gain (loss) from investment operations		(0.20	)		1.18			0.91			0.11			(1.83	)		1.45
Less distributions from:
Net investment income		(0.27	)		(0.19	)		(0.24	)		(0.24	)		(0.33	)		(0.53	)
Net realized gains		—			—			—			—			(0.01	)		—
Total distributions		(0.27	)		(0.19	)		(0.24	)		(0.24	)		(0.34	)		(0.53	)
Net asset value, end of period		$9.92			$10.39			$9.40			$8.73			$8.86			$11.03
TOTAL RETURN		(1.79	)%		12.66	%(b)		10.52	%		1.74	%		(16.92	)%		14.68	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period or year (in thousands)		$6,724			$4,142			$2,542			$2,011			$1,832			$4,718
Ratio of expenses to average net assets before expense waiver and reimbursement (e)		0.04	%		0.06	%(c)		0.06	%		0.10	%		0.07	%		0.12	%
Ratio of expenses to average net assets after expense waiver and reimbursement (e)		0.00	%		0.00	%(c)		0.00	%		0.00	%		0.00	%		0.00	%
Ratio of net investment income to average net assets		2.76	%		3.18	%(c)		2.68	%		3.15	%		3.28	%		3.12	%
Portfolio turnover rate		15	%		10	%(b)		21	%		48	%		26	%		13	%

See notes to financial statements TIAA-CREF Managed Allocation Fund § 2012 Annual Report 15

Financial highlights	continued
Managed Allocation Fund § For the period or year ended

	Retirement Class
	5/31/12			5/31/11†			9/30/10			9/30/09			9/30/08			9/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period		$10.38			$9.39			$8.72			$8.86			$11.03			$10.13
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.24			0.19			0.21			0.21			0.29			0.35
Net realized and unrealized gain (loss) on total investments		(0.46	)		0.98			0.67			(0.12	)		(2.14	)		1.06
Total gain (loss) from investment operations		(0.22	)		1.17			0.88			0.09			(1.85	)		1.41
Less distributions from:
Net investment income		(0.25	)		(0.18	)		(0.21	)		(0.23	)		(0.31	)		(0.51	)
Net realized gains		—			—			—			—			(0.01	)		—
Total distributions		(0.25	)		(0.18	)		(0.21	)		(0.23	)		(0.32	)		(0.51	)
Net asset value, end of period		$9.91			$10.38			$9.39			$8.72			$8.86			$11.03
TOTAL RETURN		(2.04	)%		12.54	%(b)		10.26	%		1.39	%		(17.10	)%		14.27	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period or year (in thousands)		$29,993			$32,622			$24,404			$21,287			$13,678			$16,570
Ratio of expenses to average net assets before expense waiver and reimbursement (e)		0.29	%		0.31	%(c)		0.30	%		0.34	%		0.31	%		0.37	%
Ratio of expenses to average net assets after expense waiver and reimbursement (e)		0.25	%		0.25	%(c)		0.25	%		0.25	%		0.24	%		0.25	%
Ratio of net investment income to average net assets		2.43	%		2.87	%(c)		2.36	%		2.82	%		2.84	%		3.26	%
Portfolio turnover rate		15	%		10	%(b)		21	%		48	%		26	%		13	%

16 2012 Annual Report § TIAA-CREF Managed Allocation Fund See notes to financial statements

Financial highlights	concluded
Managed Allocation Fund § For the period or year ended

	Retail Class
	5/31/12			5/31/11		†	9/30/10			9/30/09			9/30/08			9/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period		$10.41			$9.42			$8.75			$8.88			$11.05			$10.16
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.24			0.20			0.22			0.24			0.32			0.22
Net realized and unrealized gain (loss) on total investments		(0.46	)		0.97			0.67			(0.13	)		(2.15	)		1.21
Total gain (loss) from investment operations		(0.22	)		1.17			0.89			0.11			(1.83	)		1.43
Less distributions from:
Net investment income		(0.25	)		(0.18	)		(0.22	)		(0.24	)		(0.33	)		(0.54	)
Net realized gains		—			—			—			—			(0.01	)		—
Total distributions		(0.25	)		(0.18	)		(0.22	)		(0.24	)		(0.34	)		(0.54	)
Net asset value, end of period		$9.94			$10.41			$9.42			$8.75			$8.88			$11.05
TOTAL RETURN		(2.03	)%		12.52	%(b)		10.34	%		1.70	%		(16.89	)%		14.47	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period or year (in thousands)		$525,266			$562,043			$505,725			$471,190			$489,340			$620,616
Ratio of expenses to average net assets before expense waiver and reimbursement (e)		0.33	%		0.26	%(c)		0.21	%		0.44	%		0.37	%		0.45	%
Ratio of expenses to average net assets after expense waiver and reimbursement (e)		0.25	%		0.21	%(c)		0.16	%		0.05	%		0.00	%		0.00	%
Ratio of net investment income to average net assets		2.44	%		3.01	%(c)		2.47	%		3.16	%		3.16	%		1.99	%
Portfolio turnover rate		15	%		10	%(b)		21	%		48	%		26	%		13	%

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying funds for the periods ended May 31, 2012, May 31, 2011 and September 30, 2010 were 0.44%, 0.42% and 0.42%, respectively.
†	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.

See notes to financial statements TIAA-CREF Managed Allocation Fund § 2012 Annual Report 17

Notes to financial statements

Managed Allocation Fund

Note 1—organization and significant accounting policies

The TIAA-CREF Managed Allocation Fund (the “Fund”) is one of the investment portfolios of the TIAA-CREF Funds (the “Trust”), a Delaware statutory trust, that was organized on April 15, 1999 and is registered with the Securities and Exchange Commission (“Commission”) under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company.

The Fund offers its shares, without a sales load, through its principal underwriter, Teachers Personal Investors Services, Inc. (“TPIS”), which is a wholly owned indirect subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”). Teachers Advisors, Inc. (“Advisors”), a wholly owned indirect subsidiary of TIAA, is registered with the Commission as an investment adviser and provides investment management services for the Fund. The Fund offers three share classes: Institutional, Retirement and Retail Classes of shares. Each class differs by the allocation of class specific expenses and voting rights in matters affecting a single class.

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which may require the use of estimates made by management and the evaluation of subsequent events. Actual results may differ from those estimates. The Net Asset Value per share (“NAV”) for financial reporting purposes may differ from the NAV for processing transactions. The NAV for financial reporting purposes includes security and shareholder transactions through the date of the report. Total return is computed based on the NAV used for processing transactions. The following is a summary of the significant accounting policies consistently followed by the Fund.

Security valuation: The Fund’s investments in securities are recorded at their estimated fair value as described in the valuation of investments note to the financial statements.

Investments and investment income: Securities transactions are accounted for as of the trade date for financial reporting purposes. Dividends and distributions from the affiliated investment companies are recorded on the ex-dividend date. Dividends from the affiliated investment companies are recorded as dividend income, while capital gain distributions are recorded as gain distributions from investments in affiliated investment companies on the Statement of Operations. Realized gains and losses on sales from investments in affiliated and unaffiliated investment companies are based upon the specific identification method.

Income and expenses of the Fund are allocated on a pro rata basis to each class of shares of the Fund, except for service agreement fees, distribution fees and transfer agency fees and expenses, which are unique to each class of shares. Most expenses of the Trust can be directly attributed to a fund. Expenses that cannot be directly attributed are allocated to each fund in the Trust based upon the average net assets of each fund.

18 2012 Annual Report § TIAA-CREF Managed Allocation Fund

Distributions to shareholders: Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date.

Income taxes: The Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code (“Code”) and will not be subject to income taxes to the extent that the Fund distributes all taxable income each year and complies with various other Code requirements. Therefore, no federal income tax provision is required. Management has analyzed the Fund’s tax positions taken for all open federal income tax years (2008–2012) and has concluded that no provision for federal income tax is required in the Fund’s financial statements.

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. GAAP. Reclassifications are made to the Fund’s capital accounts for permanent tax differences to reflect income and gains available for distribution (or available capital loss carryforwards) under income tax regulations.

For the period ended May 31, 2012, there were no permanent book and tax differences reclassified among the components of the Fund’s net assets.

Trustee compensation: The Fund pays the members of the Board of Trustees (“Board”), all of whom are independent, certain remuneration for their services, plus travel and other expenses. Trustees may elect to participate in a deferred compensation plan and defer all or a portion of their compensation. In addition, trustees participate in a long-term compensation plan. Amounts deferred are retained by the Fund until paid. The investment of deferred amounts and the offsetting payable to the trustees are included in other assets and accrued expenses and other payables in the accompanying Statement of Assets and Liabilities. Trustees’ fees, including any deferred and long-term compensation incurred, are reflected in the Statement of Operations.

Note 2—valuation of investments

Portfolio investments are valued at fair value utilizing various valuation methods approved by the Board. U.S. GAAP establishes a hierarchy that prioritizes market inputs to valuation methods. The three levels of inputs are:

• Level 1 – quoted prices in active markets for identical securities

• Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

• Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the

TIAA-CREF Managed Allocation Fund § 2012 Annual Report 19

Notes to financial statements

determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

A description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value follows:

Investments in registered investment companies: These investments are valued at net asset value on the valuation date. These investments are categorized in Level 1 of the fair value hierarchy.

Transfers between levels are recognized at the end of the reporting period. For the year ended May 31, 2012, there were no transfers between levels by the Fund.

As of May 31, 2012, all of the investments in the Fund were valued based on Level 1 inputs.

Note 3—investment adviser and affiliates

Under the terms of its Investment Management Agreement, the Fund pays Advisors a monthly fee based on the annual rate of 0.00% of the Fund’s average daily net assets for the management of the Fund’s investment portfolio. The Fund has entered into an Administrative Service Agreement with Advisors under which the Fund pays Advisors for its costs in providing certain administrative and operational oversight services to the Funds.

Under the terms of the Fund’s Retirement Class Service Agreement, the Retirement Class of the Fund pays Advisors a monthly fee based on the annual rate of 0.25% of the Fund’s average daily net assets attributable to Retirement Class shares of the Fund for providing certain administrative services related to the maintenance of Retirement Class shares on retirement plan or other platforms. Substantially all of the Retirement Class shareholder servicing fees reported on the Statement of Operations are paid to Advisors under the Service Agreement. Under the terms of a distribution Rule 12b-1 plan, the Retail Class of the Fund reimburses TPIS for amounts incurred up to 0.25% of the average daily net assets to distribute the Fund’s Retail Class shares.

Certain affiliated entities may pay Fund expenses on behalf of the Fund. The Fund reimburses the affiliated entities for any such payment. Amounts owed to Fund affiliates for payment of Fund expenses are disclosed as due to affiliates on the Statement of Assets and Liabilities.

Advisors has agreed to reimburse the Fund if its total expense ratio (excluding interest, taxes, brokerage and other transactional expenses, acquired fund fees and expenses and extraordinary expenses) exceeds 0.25% of average daily net assets for the Retirement and Retail Class shares; and 0.00% of average daily net assets for the Institutional Class shares. The expense reimbursement arrangements will continue through at least September 30, 2013, unless changed with approval of the Board.

20 2012 Annual Report § TIAA-CREF Managed Allocation Fund

continued

Investments in other investment companies advised by Advisors are deemed to be affiliated companies. The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds. Information regarding transactions with affiliated companies is as follows:

Issue	Value at May 31, 2011		Purchases cost		Sales proceeds		Realized gain (loss)		Dividend income		Value at May 31, 2012
Managed Allocation Fund
TIAA-CREF Bond Plus Fund	$	242,500,817	$	29,464,556	$	50,416,372	$	4,425,944	$	7,997,269	$	227,702,125
TIAA-CREF Emerging Markets
Equity Fund		20,258,265		8,579,110		2,124,251		290,968		144,659		21,825,293
TIAA-CREF Enhanced International
Equity Index Fund		34,708,015		7,286,722		3,591,140		363,509		941,350		30,609,757
TIAA-CREF Enhanced Large-Cap
Growth Index Fund		50,915,619		6,352,872		6,387,868		4,080,860		2,494,903		47,166,686
TIAA-CREF Enhanced Large-Cap
Value Index Fund		50,516,055		6,096,381		6,544,756		2,920,004		1,487,566		45,449,291
TIAA-CREF Growth & Income Fund		40,203,006		4,059,033		4,175,884		1,832,414		525,357		39,485,727
TIAA-CREF International Equity Fund		34,784,188		9,103,967		4,400,402		501,547		536,479		30,422,817
TIAA-CREF Large-Cap Growth Fund		47,827,231		4,376,869		5,141,442		1,201,913		146,284		47,190,572
TIAA-CREF Large-Cap Value Fund		46,872,670		7,738,280		5,547,553		690,554		702,186		45,525,764
TIAA-CREF Mid-Cap Growth Fund		3,405,425		872,301		484,185		364,632		–		3,467,641
TIAA-CREF Mid-Cap Value Fund		3,737,437		404,708		405,673		169,532		47,460		3,486,992
TIAA-CREF Small-Cap Equity Fund		23,037,394		1,725,528		2,517,280		1,208,087		147,110		19,308,982
	$	598,766,122	$	86,060,327	$	91,736,806	$	18,049,964	$	15,170,623	$	561,641,647

Note 4—investments

Net unrealized appreciation (depreciation): At May 31, 2012, the cost of portfolio investments for federal income tax purposes was $559,680,839. Net unrealized appreciation (depreciation) of portfolio investments for federal income tax purposes was $1,960,808, consisting of gross unrealized appreciation of $29,971,639, and gross unrealized depreciation of $(28,010,831).

Purchases and sales: Purchases and sales of portfolio securities (other than short-term instruments) for the year ended May 31, 2012 were $86,060,327 and $91,736,806, respectively.

Note 5—distributions to shareholders and other tax items

The tax character of distributions paid to shareholders during the year ended May 31, 2012, the period ended May 31, 2011, and the year ended September 30, 2010 was as follows:

	Ordinary income		Long-term capital gains		Total
5/31/12		$14,095,566		$–	$14,095,566
5/31/11		10,088,752		–	10,088,752
9/30/10		12,585,587		–	12,585,587

TIAA-CREF Managed Allocation Fund § 2012 Annual Report 21

Notes to financial statements concluded

As of May 31, 2012, the components of accumulated earnings on a tax basis consisted of $1,046,825 of undistributed ordinary income, $1,960,809 of unrealized appreciation and $(16,251,619) of capital loss carryovers.
The difference between book basis and tax basis net investment income, net realized gains and losses, and unrealized appreciation and depreciation is attributable primarily to the tax deferral of losses on wash sales, the utilization of capital loss carryovers, and the treatment of short term gain as ordinary income for tax purposes.
At May 31, 2012, the Fund had capital loss carryovers, which will expire as follows:

Date of expiration
	5/31/18		Total
	$	16,251,619	$	16,251,619

For the year ended May 31, 2012, the Fund utilized $16,452,306 of its capital loss carryover available from prior years.
Under the Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future years will be required to be utilized prior to the losses incurred in pre-enactment tax years. As a result of this ordering rule pre-enactment capital loss carryovers may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long- term capital losses rather than being considered all short-term as under previous law.

Note 6—line of credit

The Fund participates in a $1.5 billion unsecured revolving credit facility that can be used for temporary purposes, including, without limitation, the funding of shareholder redemptions. Certain affiliated accounts and mutual funds, each of which is managed by Advisors, or an affiliate of Advisors, also participate in this facility. An annual commitment fee for the credit facility is borne by the participating accounts and mutual funds on a pro rata basis. Interest associated with any borrowing under the facility is charged to the Fund at a specified rate of interest. The Fund is not liable for borrowings under the facility by other affiliated accounts or mutual funds. Prior to June 28, 2011, the unsecured revolving credit facility was $1.0 billion. For the year ended May 31, 2012, there were no borrowings under this credit facility by the Fund.

Note 7—indemnification

In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and that provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims against the Fund that have not yet occurred. Also, under the Fund’s organizational documents, the trustees and officers of the Fund are indemnified against certain liabilities that may arise out of their duties to the Fund. However, based on experience, the Fund expects the risk of loss due to these warranties and indemnities to be unlikely.

22 2012 Annual Report § TIAA-CREF Managed Allocation Fund

Report of independent registered
public accounting firm

To the Board of Trustees and Shareholders of the
TIAA-CREF Managed Allocation 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 the TIAA-CREF Managed Allocation Fund at May 31, 2012, the results of its operations for the year then ended and the changes in net assets and the financial highlights for each of the 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 financial statements based on our audit. We conducted our audit 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 audits 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 presentation. We believe that our audits, which included confirmation of securities at May 31, 2012 by correspondence with the transfer agent, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
July 18, 2012

TIAA-CREF Managed Allocation Fund § 2012 Annual Report 23

Trustees and officers (unaudited)

TIAA-CREF Managed Allocation Fund § May 31, 2012

Disinterested trustees
Name, address and date of birth (“DOB”)	Position(s) held with fund	Term of office and length of time served	Principal occupation(s) during past 5 years	Number of portfolios in fund complex overseen by Trustee	Other directorship(s) held by trustee
Forrest Berkley c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 4/25/54	Trustee	Indefinite term. Trustee since 2006.	Retired Partner (since 2006), Former Partner (1990–2005) and Head of Global Product Management (2003–2005), GMO (formerly, Grantham, Mayo, Van Otterloo & Co.) (investment management); and member of asset allocation portfolio management team, GMO (2003–2005).	77	Director of GMO; Director, the Maine Coast Heritage Trust; Investment Committee member, Maine Community Foundation and the Elmina B. Sewall Foundation.
Nancy A. Eckl c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/6/62	Trustee	Indefinite term. Trustee since 2007.	Former Vice President (1990–2006), American Beacon Advisors, Inc., and Vice President of certain funds advised by American Beacon Advisors, Inc.	77	Independent Director, The Lazard Funds, Inc., Lazard Retirement Series, Inc., Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend & Income Fund, Inc.; Independent Member of the Boards of Lazard Alternative Strategies Fund, LLC and Lazard Alternative Strategies 1099 Fund.
Michael A. Forrester c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 11/05/67	Trustee	Indefinite term. Trustee since 2007.	Chief Operating Officer, Copper Rock Capital Partners, LLC (since 2007); Chief Operating Officer, DDJ Capital Management (2003–2006).	77	Director of Copper Rock Capital Partners, LLC (investment adviser).

24 2012 Annual Report§TIAA-CREF Managed Allocation Fund

Howell E. Jackson c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/4/54	Trustee	Indefinite term. Trustee since 2005.	James S. Reid, Jr. Professor of Law (since 2004), Senior Advisor to the President and Provost (since 2010), Acting Dean (2009), Vice Dean for Budget (2003–2006) and on the faculty (since 1989) of Harvard Law School.	77	Director, D2D Fund.
Nancy L. Jacob c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/15/43	Trustee	Indefinite term. Trustee since 1999.	Former President and Founder (2006–2012) of NLJ Advisors, Inc. (investment adviser); President and Managing Principal, Windermere Investment Associates (1997–2006).	77	None
Thomas J. Kenny c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 3/27/63	Trustee	Indefinite term. Trustee since 2011.	Former Partner (2004–2010) and Managing Director (2002–2010), Goldman Sachs Asset Management.	77	Investment committee member, College of Mount Saint Vincent; Member, United States Olympics Paralympics Advisory Committee, University of California at Santa Barbara Arts and Lectures Advisory Council; Trustee and Treasurer, Crane County Day School.
Bridget A. Macaskill c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 8/5/48	Trustee	Indefinite term. Trustee since 2003.	Chief Executive Officer (since 2010), President and Chief Operating Officer (since 2009), First Eagle Investment Management; Principal, BAM Consulting LLC (2003–2009); Independent Consultant for Merrill Lynch (2003–2009).	77	Director, Arnhold and S. Bleichroeder Holdings; First Eagle Investment Management; American Legacy Foundation (Investment Committee); University of Edinburgh (Campaign Board); and North Shore Land Alliance.
James M. Poterba c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 7/13/58	Trustee	Indefinite term. Trustee since 2006.	President and Chief Executive Officer, National Bureau of Economic Research (“NBER”) (since 2008); Mitsui Professor of Economics, Massachusetts Institute of Technology (“MIT”) (since 1996), Former Head (2006–2008) and Associate Head (1994–2000 and 2001–2006), Economics Department of MIT; and Former Program Director, NBER (1990–2008).	77	Director, The Alfred P. Sloan Foundation and National Bureau of Economic Research; Member, Congressional Budget Office Panel of Economic Advisers.

TIAA-CREF Managed Allocation Fund§2012 Annual Report 25

Trustees and officers (unaudited)	continued
TIAA-CREF Managed Allocation Fund § May 31, 2012

Disinterested trustees — concluded
Name, address and date of birth (“DOB”)	Position(s) held with fund	Term of office and length of time served	Principal occupation(s) during past 5 years	Number of portfolios in fund complex overseen by Trustee	Other directorship(s) held by trustee
Maceo K. Sloan c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/18/49	Chairman of the Board and Trustee	Indefinite term as Trustee; Chairman for term ending December 31, 2012. Trustee since 1999. Chairman since 2009.	Chairman, President and Chief Executive Officer, Sloan Financial Group, Inc. (since 1991); Chairman, Chief Executive Officer and Chief Investment Officer, NCM Capital Management Group, Inc. (since 1991); Chairman and Chief Executive Officer and Chief Investment Officer, NCM Capital Advisers Inc. (since 2003); and Chairman, President and Principal Executive Officer, NCM Capital Investment Trust (since 2007).	77	Director, SCANA Corporation (energy holding company) and NCM Capital Investment Trust; Member, Duke Children’s Hospital and Health Center National Board of Advisors.
Laura T. Starks c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 2/17/50	Trustee	Indefinite term. Trustee since 2006.	Associate Dean for Research (since 2011), McCombs School of Business, University of Texas at Austin (“McCombs”), and Director, AIM Investment Center at McCombs (since 2000). Charles E. and Sarah M. Seay Regents Chair in Finance (since 2002); Professor, University of Texas at Austin (since 1987). Former Chairman, Department of Finance, University of Texas at Austin (2002–2011).	77	Member of the Governing Council, Independent Directors Council (an association for mutual fund directors), and Investment Advisory Committee, Employees Retirement System of Texas.

26 2012 Annual Report§TIAA-CREF Managed Allocation Fund

Executive Officers
Name, address and date of birth (“DOB”)	Position(s) held with fund	Term of office and length of time served	Principal occupation(s) during past 5 years
Brandon Becker TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/19/54	Executive Vice President and Chief Legal Officer	One year term. Executive Vice President and Chief Legal Officer since 2009.	Executive Vice President and Chief Legal Officer of Teachers Insurance and Annuity Association of America (“TIAA”), and College Retirement Equities Fund (“CREF”), TIAA Separate Account VA-1, TIAA-CREF Funds, and TIAA-CREF Life Funds (collectively, the “TIAA-CREF Fund Complex”) (since 2009). Former Partner, Wilmer Cutler Pickering Hale & Dorr LLP (1996–2009).
Richard S. Biegen TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 5/8/62	Chief Compliance Officer	One-year term. Vice President and Chief Compliance Officer since 2008.	Chief Compliance Officer of the TIAA-CREF Fund Complex and TIAA Separate Accounts VA-1 and VA-3 (since 2008). Vice President, Senior Compliance Officer (2008–2011) and Managing Director, Senior Compliance Officer (since 2011) of Asset Management Compliance of TIAA. Chief Compliance Officer of TIAA-CREF Investment Management, LLC (“Investment Management”) (since 2008). Former Chief Compliance Officer (2008), Vice President, Senior Compliance Officer (2008–2011) and Managing Director, Senior Compliance Officer (since 2011) of Teachers Advisors, Inc. (“Advisors”). Managing Director and Senior Compliance Officer of TIAA-CREF Alternatives Advisors, LLC. (“TCAA”) (since 2011). Managing Director and Senior Compliance Officer of TIAA-CREF Alternatives Services, LLC (“TCAS”) (since 2011). Former Managing Director/Director of Global Compliance, AIG Investments (2000–2008).
Roger W. Ferguson, Jr. TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 10/28/51	President and Principal Executive Officer	One-year term. President and Principal Executive Officer since 2012.	Principal Executive Officer and President of the TIAA-CREF Funds and TIAA-CREF Life Funds since 2012. President and Chief Executive Officer of TIAA, CREF and TIAA Separate Account VA-1 (since 2008). Director of Covariance Capital Management, Inc. (“Covariance”) (since 2010). Former Chairman, Head of Financial Services and Member of the Executive Committee, Swiss Re America Holding Corporation (2006–2008); Vice Chairman and Member of the Board of Governors of the United States Federal Reserve System (1997–2006).

TIAA-CREF Managed Allocation Fund§2012 Annual Report 27

Trustees and officers (unaudited)	concluded
TIAA-CREF Managed Allocation Fund § May 31, 2012

Executive officers — continued
Name, address and date of birth (“DOB”)	Position(s) held with fund	Term of office and length of time served	Principal occupation(s) during past 5 years
Eugene Flood, Jr. TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 10/31/55	Executive Vice President	One-year term. Executive Vice President since 2011.	Executive Vice President, President of Diversified Financial Services of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2011). President, Chief Executive Officer, Manager and Chairman of TIAA-CREF Redwood, LLC (“Redwood”) (since 2011). Director and Chairman of Covariance (since 2011). Manager and Chairman of Kaspick & Company LLC (since 2011). Director and Chairman of TIAA-CREF Life Insurance Company (“T-C Life”) (since 2011). Former President and Chief Executive Officer (2000–2010) and Director (1994–2010), Smith Breeden Associates, Inc., an investment adviser. Former Trustee of the TIAA-CREF Fund Complex (2005–2011). Dean’s Advisory Committee, Massachusetts Institute of Technology’s Sloan School of Management (since 2000).
Phillip G. Goff TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 11/22/63	Principal Financial Officer, Principal Accounting Officer and	One-year term. Principal Financial Officer, Principal Accounting Officer and Treasurer since 2007.	Treasurer of CREF (since 2008); Principal Financial Officer, Principal Accounting Officer and Treasurer of the TIAA-CREF Funds and TIAA-CREF Life Funds (since 2007) and Chief Financial Officer and Principal Accounting Officer (since 2009) and Treasurer (since 2008) of TIAA Separate Account VA-1. Senior Vice President (since 2010) and Funds Treasurer (since 2006) of TIAA. Director of Advisors (since 2008). Director of TIAA-CREF Asset Management (“TCAM”) (since 2011). Senior Vice President (since 2010) and Funds Treasurer (since 2007) of Advisors and Investment Management. Assistant Treasurer of T-C Life (since 2012). Director of TIAA-CREF Trust Treasurer Company, FSB (“Trust”) (since 2008). Senior Vice President and Funds Treasurer of TCAA (since 2011). Senior Vice President and Funds Treasurer of TCAS (since 2011).

28 2012 Annual Report§TIAA-CREF Managed Allocation Fund

Stephen Gruppo TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 9/25/59	Executive Vice President	One-year term. Executive Vice President since 2009.	Executive Vice President, Head of Risk Management of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2009). Executive Vice President, Risk Management (since 2009), Senior Managing Director of Advisors and Investment Management (2006–2009) and Head of Credit Risk Management of Advisors and Investment Management (2005–2006). Former Senior Managing Director, Acting Head of Risk Management of TIAA and Senior Managing Director of the TIAA-CREF Fund Complex (2008–2009). Executive Vice President, Risk Management of TCAA (since 2011). Executive Vice President, Risk Management of TCAS (since 2011). Former Senior Managing Director, Chief Credit Risk Officer (2004–2008) of TIAA. Former Director of T-C Life (2006–2008). Former Director of TPIS, Advisors and Investment Management (2008).
Ronald R. Pressman TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 4/11/58	Executive Vice President	One-year term. Executive Vice President since 2012.	Executive Vice President and Chief Operating Officer (since 2012) of TIAA, and Executive Vice President of the TIAA-CREF Funds Complex (since 2012). Former President and Chief Executive Officer of General Electric Capital Real Estate (2007–2011).
Phillip T. Rollock TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/31/62	Senior Vice President and Corporate Secretary	One-year term. Senior Vice President and Corporate Secretary since 2012.	Senior Vice President and Corporate Secretary of TIAA and the TIAA-CREF Fund Complex (since 2012). Former Managing Director, Retirement and Individual Financial Services (2010–2012) and Vice President, Product Development and Management, Institutional Client Services (2006–2010) of TIAA.
Edward D. Van Dolsen TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 4/21/58	Executive Vice President	One-year term. Executive Vice President since 2006.	Executive Vice President, President of Retirement and Individual Services (since 2011) of TIAA, and Executive Vice President (since 2008) of the TIAA-CREF Fund Complex. Former Chief Operating Officer (2010–2011), Executive Vice President, Product Development and Management (2009–2010), Executive Vice President, Institutional Client Services (2006–2009), Executive Vice President, Product Management (2005–2006), and Senior Vice President, Pension Products (2003–2005) of TIAA. Director of Covariance (since 2010). Director (since 2007), Chairman and President (since 2012) of TCT Holdings, Inc. Former Director (2007–2011) and Former Executive Vice President (2008–2010) of TCAM. Manager (since 2006), Former President and CEO (2006–2010) of Redwood. Former Director of Tuition Financing (2008–2009) and Former Executive Vice President of T-C Life (2009–2010).
Constance K. Weaver TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 9/26/52	Executive Vice President	One-year term. Executive Vice President since 2010.	Executive Vice President, Chief Marketing Officer of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2010); Former Chief Communications Officer of TIAA (2010–2011). Former Senior Vice President, The Hartford Financial Services Group, Inc. (2008–2010). Former Executive Vice President and Chief Marketing Officer, BearingPoint (2005–2008).
Please note that the Funds’ Statement of Additional Information (SAI) includes information about the Funds’ trustees and is available, without charge, through our website, tiaa-cref.org or by telephone at 800 223–1200.

TIAA-CREF Managed Allocation Fund§2012 Annual Report 29

Renewal of investment
management agreement (unaudited)

Board Renewal of the Investment Management Agreement for the TIAA-CREF Managed Allocation Fund

Among its other duties, the Board of Trustees (the “Board” or the “Trustees”) of the TIAA-CREF Funds (the “Trust”) is responsible for determining whether to initially approve and subsequently annually renew the investment management agreement (the “Agreement”) between Teachers Advisors, Inc. (“TAI”) and the Trust on behalf of its series TIAA-CREF Managed Allocation Fund (the “Fund”). Under the Agreement, TAI is responsible for providing investment advisory services and overseeing the everyday operations and other service providers of the Fund.

Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”) requires that, after an initial period of up to two years, the Agreement for the Fund will remain in effect only if the Board, including a majority of those Trustees who have no direct or indirect interest in the Agreement, and who are not “interested persons” of the Trust, as that term is defined in the 1940 Act, annually renews that Agreement. All of the Trustees are deemed to be independent persons for this purpose.

Overview of the renewal process

The Board held a meeting on March 29, 2012, at which it considered the annual renewal of the Agreement with respect to the Fund using its previously-established process. As part of this process, the Board delegated certain tasks to its Operations Committee. Among these tasks, the Operations Committee worked with TAI and legal counsel to the Trustees to develop guidelines and specific requests relating to the types of information to be provided to the Committee and to the Board in connection with the proposed contract renewal, and then helped to evaluate the information provided in response to those guidelines. During a series of meetings held prior to the March 29, 2012 Board meeting, the Operations Committee reviewed such guidelines and requests in consultation with TAI representatives and input from other Trustees, legal counsel to the Trustees and legal counsel to TAI and the Trust, and then evaluated the information produced in accordance with those guidelines and requests.

Among other matters, the Operations Committee, following its consultations with others as noted above, confirmed or established various guidelines regarding the preparation of reports on the Fund to be provided to the Board by the Global Fiduciary Review unit of Lipper, Inc. (“Lipper”). Lipper is an independent provider of investment company data that is widely recognized as a leading source of independent data used by independent directors and trustees of investment companies during their advisory contract review processes.

Based on guidelines provided by the Operations Committee on behalf of the Board, Lipper produced, among other information, extensive performance and expense comparison data regarding the Fund, including data relating to the Fund’s management fee rate, total expense ratio, short-term and long-term investment performance and portfolio turnover rate. Lipper also compared certain of this data for

30 2012 Annual Report § TIAA-CREF Managed Allocation Fund

the Fund against a universe of investment companies and against a more selective peer group of mutual funds with similar investment objectives and strategies, each of which was selected by Lipper, in the case of the investment performance data, against the Fund’s composite index which is made up of broad-based market indices. In each case, Lipper summarized the methodologies employed by it to provide the data contained in its reports. In addition, Lipper represented to the Board that its reports were designed specifically to provide the Board with the fee, expense and performance information that is necessary to help the Board satisfy its duties under Section 15(c) of the 1940 Act. Lipper also represented that it (and not TAI) had identified the selected comparative peer groups and universes and that it did so in a manner that was not intended to produce biased results for its clients.

In advance of the Board meeting held on March 29, 2012, legal counsel for the Trustees requested on behalf of the Board, and TAI provided, extensive information that was designed to assist the Board in its consideration of whether to renew the Agreement for the Fund. In addition to the data provided by Lipper as described above, this information included, but was not limited to, the following: (1) further information relating to the Fund’s investment performance, including performance ratings provided by Morningstar, Inc. (“Morningstar”), which is a widely recognized mutual fund ranking service, together with an explanation of any events that had a material impact on the Fund’s performance during that period; (2) a description of any fee waiver or expense reimbursement arrangements that were proposed or were in place during the prior year and the extent to which such arrangements would be continued or modified in the coming year; (3) a comparison of the Fund’s management fee rate under the Agreement to the fee rates of any other comparable accounts managed by TAI or its affiliates; (4) any “fall-out” benefits that accrued or were identified as reasonably likely to accrue to TAI or its affiliates due to their relationship with the Fund aside from TAI’s direct fee payments pursuant to the Agreement; (5) information regarding TAI’s financial resources, senior professional personnel, overall staffing levels, portfolio manager compensation arrangements, business continuity plans, insurance coverage, compliance programs, any material pending litigation or compliance issues, portfolio trading and best execution practices, and any actual and potential conflicts of interest identified by TAI in connection with rendering services to the Fund; (6) a copy of the Agreement and certain related service agreements between the Fund and affiliates of TAI; (7) a copy of TAI’s SEC Form ADV registration statement (which was presented only to legal counsel for the Trustees); and (8) proposed narrative explanations of reasons why the Board should renew the Agreement.

In considering whether to renew the Agreement with respect to the Fund, the Board, with assistance from its Operations Committee, reviewed various factors with respect to the Fund, including: (1) the nature, extent and quality of services provided or to be provided by TAI to the Fund; (2) the Fund’s investment performance; (3) the costs of the services provided to the Fund and any profits realized or potential profits to be realized (if any) by TAI and its affiliates from their relationship with the Fund; (4) the

TIAA-CREF Managed Allocation Fund § 2012 Annual Report 31

Renewal of investment
management agreement (unaudited)

extent to which economies of scale have been realized or are anticipated to be realized as the Fund grows; (5) whether the fee schedule set forth in the Agreement reflects any such economies of scale for the benefit of Fund investors; (6) comparisons of services and fee rates with any contracts entered into by TAI with other clients to whom TAI provides comparable services; and (7) any other benefits derived or anticipated to be derived by TAI or its affiliates from their relationship with the Fund. As a general matter, the Board viewed these factors in their totality, with no single factor being the principal factor in determining whether to renew the Agreement.

In reaching its decisions regarding the renewal of the Agreement for the Fund, the Board took into account the information described above, other information provided to the Board in connection with this process, and relevant information provided to the Board and to its Committees on an ongoing basis in connection with the Board’s general oversight duties with respect to the Fund. In addition, the Board received and considered information from its legal counsel as to certain relevant guidelines that relate to the renewal process under Section 15(c) of the 1940 Act and certain other legal authorities.

The Board received and considered both Trust-level and Fund-specific information, but made its renewal determination on a Fund-level basis. In deciding whether to renew the Agreement for the Fund, each Trustee may have accorded different weight to different factors, and thus, each Trustee may have had a different basis for his or her ultimate decision to vote to renew the Agreement for the Fund. At its meeting on March 29, 2012, the Board voted unanimously to renew the Agreement for the Fund. Set forth below are certain general factors the Board considered for the Fund, followed by a summary of certain specific factors the Board considered with respect to the Fund.

The nature, extent and quality of services

The Board considered that TAI is an experienced investment adviser that has managed the Fund since its operations commenced. Investment professionals at TAI also manage various accounts of the College Retirement Equities Fund (“CREF”), the TIAA-CREF Life Funds and the other series of the Trust. Under the Agreement, TAI is responsible for, among other duties: managing the assets of the Fund (which is a fund of funds that invests its assets in the securities of other investment companies managed by TAI, referred to as “underlying funds”), including conducting research, recommending investments and placing orders to buy and sell securities for the Fund’s investment portfolios; selecting underlying funds and allocating the Fund’s assets among the underlying funds; active daily monitoring of the investment portfolios by various personnel with specific responsibility for the particular types of investments in question; reporting on the investment performance of the Fund to the Board on a regular basis; and carrying out, or overseeing the provision of, various administrative services to the Fund. The Board considered that TAI has carried out these responsibilities in a competent and professional manner.

32 2012 Annual Report § TIAA-CREF Managed Allocation Fund

continued

The Board also considered, among other factors, the performance of the Fund, as discussed below. In addition, the Board considered the nature and quality of non-portfolio management services provided by TAI and its affiliates. In this regard, the Board considered its ongoing review of the performance of certain affiliated and unaffiliated service providers, including the quality of services provided by those firms and TAI’s oversight of those service providers and the outsourcing of certain services to other firms.

Investment performance

The Board considered the investment performance of the Fund over one-, two-, three-, four- and five-year periods. The Board considered the Fund’s performance as compared to its peer group, peer universe and composite benchmark index. For additional detail regarding the Fund’s performance, see the synopsis below. The Board concluded that, under the totality of circumstances considered, the investment performance of the Fund was within an acceptable range.

Cost and profitability

The Board considered that TAI does not earn a direct profit on the Fund which is primarily due to the fact that the management fee rate is 0.00%. The Board also considered that TAI may have indirect earnings with respect to the Fund based on the Fund’s investment in affiliated underlying funds also managed by TAI.

During its review of TAI’s costs, the Board noted its ongoing efforts to examine the level of personnel and other resources available to TAI for its portfolio management functions so as to assess whether sufficient resources are being devoted to these functions.

Fees charged by other advisers

The Board considered information regarding fees paid to other advisers for managing similar funds, as analyzed by Lipper. The Board determined that the 0.00% management fee rate charged to the Fund under the Agreement was lower than the management fee rates charged by many or most comparable mutual funds. Based on all factors considered, the Board concluded that the Fund’s management fee rate under the Agreement was not excessive as compared to those charged by appropriate groups of comparable mutual funds.

Economies of scale

The Board considered whether TAI has experienced or is anticipated to experience economies of scale in connection with the operation of the Fund. The Board considered that because TAI received no management fee from the Fund, there was little opportunity to pass on economies of scale on to Fund shareholders. Based on all factors considered, the Board concluded that the Fund’s fee schedule was not excessive in light of current economies of scale considerations and current asset levels.

TIAA-CREF Managed Allocation Fund § 2012 Annual Report 33

Renewal of investment
management agreement (unaudited)

Fee comparison with other TAI clients

The Board considered that TAI and its affiliates provide similar investment management services to other investment companies. The Board considered that TAI and its affiliates provide fund-of-funds management services to the Lifecycle Funds and the Lifestyle Funds, with an annual management fee of 0.10% of average daily net assets that is currently being entirely waived or reimbursed by TAI, and the Lifecycle Index Funds, which also have an annual management fee of 0.10%, with partial, voluntary waivers on some of these funds. TAI also manages other asset allocation products, such as education savings plans (529 plans).

Other benefits

The Board also considered additional benefits to the Fund and to TAI and its affiliates arising from the Agreement. For example, TAI continues to be willing to make expense reimbursements to certain of the underlying funds in which the Fund invests. TAI and its affiliates may also benefit from the advisory relationship with the Fund and other series of the Trust to the extent that this relationship results in potential investors viewing the TIAA-CREF group of companies as a leading retirement plan provider in the academic and nonprofit markets and as a single source for all their financial service needs. TAI may also benefit from the Fund’s investment in underlying funds that are also managed by TAI.

Synopsis of factors

The Board considered the following specific factors (among others) in connection with its determination to renew the Agreement with respect to the Fund. If the Fund is described in the following discussions as being in the “1st” quintile, it is in the best of five groups (that is, the group has the best performance or the lowest expenses, as the case may be). References below to quintiles are based on data provided to the Board in the reports prepared by Lipper. The specific management fee, expense and performance factors outlined below are based on the Retirement Class shares of the Fund. Because the Retirement Class generally has different non-management expenses than the Institutional and Retail Classes of the Fund, the expenses and performance of these other Classes will differ from the expenses and performance shown for the Retirement Class. All time periods referenced below ended as of December 31, 2011. Under the Morningstar rating system, 5 stars is the highest (best) rating category and 1 star is the lowest rating category.

• The Fund’s annual contractual management fee rate is 0.00% of its assets.

• The Fund’s total expenses and management fees were in the 1st quintile of the universe of comparable funds identified by Lipper for expense comparison purposes and in the 1st quintile of the group of comparable funds selected by Lipper for expense comparison purposes.

34 2012 Annual Report § TIAA-CREF Managed Allocation Fund

concluded

• For the one-, two-, three-, four- and five-year periods, the Fund was in the 3rd, 1st, 2nd, 3rd and 3rd quintiles, respectively, of the group of comparable funds identified by Lipper for performance comparison purposes and, over these same periods, the Fund was in the 3rd, 2nd, 3rd, 4th and 4th quintiles, respectively, of the universe of comparable funds identified by Lipper for performance comparison purposes

• The Fund received an Overall Morningstar Rating of 3 stars.

Based primarily on the foregoing factors and considerations, the Board renewed the Agreement for the Fund.

TIAA-CREF Managed Allocation Fund § 2012 Annual Report 35

Important tax information (unaudited)

For the year ended May 31, 2012, the Fund designates 32.98% (or the maximum amount allowable) of ordinary income dividends paid as qualifying for the maximum tax rate of 15% as provided by the Jobs and Growth Tax Relief and Reconciliation Act of 2003.

For the year ended May 31, 2012, the Fund designates 22.09% (or the maximum amount allowable) of ordinary income dividends paid as qualifying for the corporate dividends received deduction.

During the year ended May 31, 2012, the Managed Allocation Fund received income of $1,584,927 ($0.02809 per share) from underlying funds that was from foreign sources, and has elected to pass through foreign taxes paid by underlying funds of $183,978 ($0.00326 per share).

The information and distributions reported herein may differ from the information and distributions reported to shareholders for the calendar year ending December 31, 2012, which will be reported in conjunction with your 2012 Form 1099-DIV.

By early 2013, shareholders should receive their Form 1099-DIV and a tax information letter from the Fund. For your specific situation, we recommend that you consult a professional tax advisor.

36 2012 Annual Report § TIAA-CREF Managed Allocation Fund

How to reach us

TIAA-CREF website

tiaa-cref.org

24 hours a day, 7 days a week

Automated telephone service

800 842-2252

24 hours a day, 7 days a week

For the hearing- or speech-impaired

800 842-2755

8 a.m. to 10 p.m. ET, Monday–Friday

9 a.m. to 6 p.m. ET, Saturday

You should carefully consider the investment objectives, risks, charges and expenses of any fund before investing. For a prospectus that contains this and other important information, please visit tiaa-cref.org, or call 800 842-2252 for the Institutional and Retirement classes or 800 223-1200 for the Retail Class. Please read the prospectus carefully before investing. Investment, insurance and annuity

products are not FDIC insured, are not bank guaranteed, are not bank deposits, are not insured by any federal government agency, are not a condition to any banking service or activity, and may lose value. TIAA-CREF Individual & Institutional Services, LLC, and Teachers Personal Investors Services, Inc., members FINRA, distribute securities products.

©2012 Teachers Insurance and Annuity Association—College Retirement Equities Fund (TIAA-CREF), 730 Third Avenue, New York, NY 10017-3206.

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2012 Annual Report

TIAA-CREF Lifestyle Funds

of the TIAA-CREF Funds

May 31, 2012

Contents
Understanding your Lifestyle Funds report	1
About the TIAA-CREF Lifestyle Funds	2
Information for investors	3
About the funds’ composite benchmarks	4
Important information about expenses	5
Investment results of the Lifestyle Funds	10
Fund performance
Lifestyle Income Fund	12
Lifestyle Conservative Fund	14
Lifestyle Moderate Fund	16
Lifestyle Growth Fund	18
Lifestyle Aggressive Growth Fund	20
Portfolios of investments	22
Audited financial statements
Statements of assets and liabilities	28
Statements of operations	30
Statements of changes in net assets	32
Financial highlights	34
Notes to financial statements	39
Report of independent registered public accounting firm	47
Trustees and officers	48
Approval of investment management agreement	54
Important tax information	60
How to reach us	Inside back cover

Understanding your Lifestyle Funds report

This annual report contains information about the investment performance and holdings of the Lifestyle Funds, an offering of the TIAA-CREF Funds, and describes the funds’ results for the period ended May 31, 2012. The report contains three main sections:

• The fund performance section compares each fund’s investment returns with those of its composite benchmark and a broad market index.

• The portfolios of investments list the underlying TIAA-CREF Funds in which each fund had investments as of May 31, 2012.

• The financial statements provide detailed information about the operations and financial condition of each fund.

          The views and opinions expressed in this report are through the end of the period, as stated on the cover of this report. They are subject to change at any time based on a variety of factors. As such, they are not guarantees of future performance or investment results and should not be taken as investment advice. The risks of investing in the TIAA-CREF Funds vary from fund to fund; to see the risks of investing in an individual fund, please refer to that fund’s latest prospectus.

As always, you should carefully consider the investment objectives, risks, charges and expenses of any fund before investing. For a prospectus that contains this and other important information, please visit our website at tiaa-cref.org, or call 800 842-2252 for the Institutional, Retirement and Premier classes or 800 223-1200 for the Retail Class. We urge you to read the prospectus carefully before investing.

TIAA-CREF Lifestyle Funds § 2012 Annual Report 1

About the TIAA-CREF Lifestyle Funds

The Lifestyle Funds offer a convenient, low-cost solution for investors who want a diversified, professionally managed portfolio to pursue their investment objectives. Each of the five Lifestyle Funds is managed to provide a distinct level of risk and return—ranging from conservative to aggressive.
          Each Lifestyle fund consists of a mix of underlying equity (stock) and fixed-income funds offered by the TIAA-CREF Funds. These underlying funds are diversified across asset classes and investment styles to help maintain the risk profile of the individual portfolio.
          Lifestyle Funds intended for more conservative investors have larger allocations to fixed-income funds and smaller ones to equity funds. Funds for more aggressive investors have larger allocations to equity funds and smaller ones to fixed-income funds.

Immediate diversification across borders and asset classes

The underlying funds employed by the Lifestyle Funds give investors access to a wide range of investments. The equity funds include holdings that vary by market capitalization size (large-, mid- and small-cap companies), by location (the United States and abroad) and by investment style (growth and value). The fixed-income funds include holdings from several types of issuers across a mix of maturity dates. The diversification produced by the Lifestyle Funds’ investing in various underlying equity and fixed-income funds may help control an investor’s risk. (Diversification, however, cannot ensure that a specific growth objective will be met and does not protect against loss.)

A forward-looking approach to asset allocation

The portfolio managers for the Lifestyle Funds combine analysis of historical performance and forecasts of future returns in an effort to create an optimal investment mix for each portfolio. The approach is designed to provide investors with greater consistency of returns and more predictable levels of risk, matching their preferences to one of the five portfolios.
          Our portfolio managers draw on 40 years of analytical risk/return studies in order to design portfolios to outperform the broad markets and reduce volatility. The investment mix for each fund also reflects our forecast of expected returns for U.S. and international stocks and for bonds over the next ten years. Our forward-looking models take into account the potential for thousands of different economic and market scenarios. The funds’ allocations are regularly reviewed and rebalanced to help maintain their targeted risk profiles.
          As with all mutual funds, the returns and the principal value of your investment are not guaranteed.

2 2012 Annual Report § TIAA-CREF Lifestyle Funds

Information for investors

Portfolio listings

The complete portfolios of investments for the Lifestyle Funds begin on page 22 of this report. You can also obtain complete lists of the holdings of the Lifestyle Funds and of the underlying funds in which the Lifestyle Funds invest (Schedules of Investments) as of the most recently completed fiscal quarter in the following ways:

• By visiting our website at tiaa-cref.org; or

• By calling us at 800 842-2252 to request a copy, which will be provided free of charge.

You can obtain a complete list of the Lifestyle Funds’ portfolio holdings as of the most recently completed fiscal quarter, and for prior quarter-ends, from our Securities and Exchange Commission (SEC) Form N-CSR and Form N-Q filings. Form N-CSR filings are as of May 31 or November 30; Form N-Q filings are as of February 28 or August 31. Copies of these forms are available:

• Through the Electronic Data Gathering and Retrieval System (EDGAR) on the SEC’s website at www.sec.gov; or

• From the SEC’s Office of Investor Education and Advocacy.
(Call 202 551-8090 for more information.)

Proxy voting

A description of our proxy voting policies and procedures for the underlying funds of the Lifestyle Funds can be found on our website at tiaa-cref.org or on the SEC’s website at www.sec.gov. You may also call us at 800 842-2252 to request a free copy. A report of how the Lifestyle Funds’ underlying funds voted during the most recently completed twelve-month period ended June 30 can be found on our website or on Form N-PX at www.sec.gov.

Contacting TIAA-CREF

There are three easy ways to contact us: by email, using the Contact Us link at the top of our home page; by mail at TIAA-CREF, 730 Third Avenue, New York, NY 10017-3206; or by phone at 800 842-2252.

Fund management

The Lifestyle Funds are managed by a portfolio management team of Teachers Advisors, Inc. The members of this team are responsible for the day-to-day investment management of the funds.

TIAA-CREF Lifestyle Funds § 2012 Annual Report 3

About the funds’ composite benchmarks

Each Lifestyle fund uses a composite benchmark that represents the general market sectors in which that fund invests. These may include U.S. equity (stocks), international equity (foreign stocks), fixed income and short-term fixed income. A fund’s composite benchmark may combine the following public indexes in proportions that reflect the fund’s target market sector allocations:

• The Russell 3000^® Index (U.S. equity) measures the performance of the stocks of the 3,000 largest publicly traded U.S. companies, based on market capitalization. The index measures the performance of about 98% of the total market capitalization of the publicly traded U.S. equity market.

• The MSCI All Country World ex USA Index (international equity) measures the performance of large- and mid-cap stocks in 44 developed and emerging market nations, excluding the United States.

• The Barclays U.S. Aggregate Bond Index (fixed income) measures the performance of the domestic investment-grade, fixed-rate bond market, including government and corporate securities, agency mortgage pass-through securities, asset-backed securities and commercial mortgage-backed securities.

• The Barclays U.S. 1–5 Year Government/Credit Bond Index (short-term fixed income) measures the performance primarily of U.S. Treasury and agency securities and corporate bonds with 1–5 year maturities.

You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.

Russell 3000 is a trademark and service mark of Russell Investments. TIAA-CREF products are not promoted or sponsored by, or affiliated with, Russell Investments. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. This report is not approved, reviewed or produced by MSCI.

4 2012 Annual Report § TIAA-CREF Lifestyle Funds

Important information about expenses

All shareholders of the TIAA-CREF Funds incur ongoing costs, including management fees and other fund expenses. They may also incur transactional costs for redemptions or account maintenance fees.
          The expense examples that appear in the tables on pages 6 through 9 are intended to help you understand your ongoing costs only (in U.S. dollars) and do not reflect transactional costs or the costs incurred by the funds for buying and selling securities. The examples are designed to help you compare these ongoing costs with the ongoing costs of investing in other mutual funds.
          The expenses shown do not include redemption fees or account maintenance fees, which may or may not be applicable, as described in the prospectus. If such fees were included, your total costs for investing in the funds would be higher. Note also that shareholders of the TIAA-CREF Funds do not incur a sales charge for purchases, reinvested dividends or other distributions.
          The examples are based on an investment of $1,000 invested on the funds’ inception date and held for the entire period (December 9, 2011– May 31, 2012).

Actual expenses

The first line of the two lines listed for each fund in the tables uses the fund’s actual expenses and its actual rate of return. You may use the information in this line, together with the amount you invested, 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 during the period. All of the funds have a contractual fee reimbursement. Had these not been in effect, fund expenses would have been higher.

Hypothetical example for comparison purposes

The second line in each fund’s entry shows a hypothetical account value and hypothetical expenses based on the share class’s actual expense ratio for the period and an assumed 5% per year rate of return before expenses. This was not the fund’s actual return.
          This hypothetical example cannot be used to estimate the actual expenses you paid for the period but rather allows you to compare the ongoing costs of investing in the fund with the costs of other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other mutual funds.

TIAA-CREF Lifestyle Funds § 2012 Annual Report 5

Important information about expenses

Expense examples
Period ended May 31, 2012
Lifestyle Funds Institutional Class	Beginning account value (12/9/11)		Ending account value (5/31/12)		Expenses paid during period* (12/9/11–5/31/12)		Effective expenses paid during period† (12/9/11–5/31/12)
Income Fund actual return		$1,000.00		$1,029.55		$0.48		$2.22
5% annual hypothetical return		1,000.00		1,024.50		0.51		2.33
Conservative Fund
actual return		$1,000.00		$1,033.80		$0.48		$2.47
5% annual hypothetical return		1,000.00		1,024.50		0.51		2.58
Moderate Fund actual return		$1,000.00		$1,036.95		$0.48		$2.66
5% annual hypothetical return		1,000.00		1,024.50		0.51		2.78
Growth Fund actual return		$1,000.00		$1,032.44		$0.48		$2.80
5% annual hypothetical return		1,000.00		1,024.50		0.51		2.93
Aggressive Growth Fund
actual return		$1,000.00		$1,029.00		$0.48		$2.94
5% annual hypothetical return		1,000.00		1,024.50		0.51		3.08

*

The amounts in the “Expenses paid during period” column are based on each fund’s actual expense ratio from the commencement of operations on December 9, 2011 through May 31, 2012, multiplied by 174/366 for the actual expenses and 183/366 for the hypothetical expenses. There were 174 days in the period from commencement of operations to May 31, 2012 and 183 days in the six months ended May 31, 2012. The expense charges of one or more of the fund’s share classes may at times reflect a reimbursement. Please see the prospectus for an explanation, including the date on which this reimbursement is scheduled to end. Without any such reimbursement, the expenses of the affected share classes would be higher and their performance lower. The expense ratio for the period was 0.10% for the Institutional Class of the Lifestyle Funds.

†

The amounts in the “Effective expenses paid during period” column are based on each fund’s total expense ratio from the commencement of operations through period-end, which includes the fund’s own expense ratio plus its pro rata share of its underlying funds’ expenses (which the fund bears through its investment in the underlying funds). For the period, the total weighted average expense ratio was 0.46% for the Income Fund; 0.51% for the Conservative Fund; 0.55% for the Moderate Fund; 0.58% for the Growth Fund; and 0.61% for the Aggressive Growth Fund.

6 2012 Annual Report § TIAA-CREF Lifestyle Funds

continued

Expense examples
Period ended May 31, 2012
Lifestyle Funds Retirement Class	Beginning account value (12/9/11)		Ending account value (5/31/12)		Expenses paid during period* (12/9/11–5/31/12)		Effective expenses paid during period† (12/9/11–5/31/12)
Income Fund actual return		$1,000.00		$1,028.76		$1.69		$3.42
5% annual hypothetical return		1,000.00		1,023.25		1.77		3.59
Conservative Fund
actual return		$1,000.00		$1,032.02		$1.69		$3.67
5% annual hypothetical return		1,000.00		1,023.25		1.77		3.84
Moderate Fund actual return		$1,000.00		$1,035.22		$1.69		$3.87
5% annual hypothetical return		1,000.00		1,023.25		1.77		4.04
Growth Fund actual return		$1,000.00		$1,031.28		$1.69		$4.01
5% annual hypothetical return		1,000.00		1,023.25		1.77		4.19
Aggressive Growth Fund
actual return		$1,000.00		$1,028.00		$1.69		$4.15
5% annual hypothetical return		1,000.00		1,023.25		1.77		4.34

*

The amounts in the “Expenses paid during period” column are based on each fund’s actual expense ratio from the commencement of operations on December 9, 2011 through May 31, 2012, multiplied by 174/366 for the actual expenses and 183/366 for the hypothetical expenses. There were 174 days in the period from commencement of operations to May 31, 2012 and 183 days in the six months ended May 31, 2012. The expense charges of one or more of the fund’s share classes may at times reflect a reimbursement. Please see the prospectus for an explanation, including the date on which this reimbursement is scheduled to end. Without any such reimbursement, the expenses of the affected share classes would be higher and their performance lower. The expense ratio for the period was 0.35% for the Retirement Class of the Lifestyle Funds.

†

The amounts in the “Effective expenses paid during period” column are based on each fund’s total expense ratio from the commencement of operations through period-end, which includes the fund’s own expense ratio plus its pro rata share of its underlying funds’ expenses (which the fund bears through its investment in the underlying funds). For the period, the total weighted average expense ratio was 0.71% for the Income Fund; 0.76% for the Conservative Fund; 0.80% for the Moderate Fund; 0.83% for the Growth Fund; and 0.86% for the Aggressive Growth Fund.

TIAA-CREF Lifestyle Funds § 2012 Annual Report 7

Important information about expenses

Expense examples
Period ended May 31, 2012
Lifestyle Funds Retail Class	Beginning account value (12/9/11)		Ending account value (5/31/12)		Expenses paid during period* (12/9/11–5/31/12)		Effective expenses paid during period† (12/9/11–5/31/12)
Income Fund actual return		$1,000.00		$1,027.35		$2.31		$4.05
5% annual hypothetical return		1,000.00		1,022.60		2.43		4.24
Conservative Fund
actual return		$1,000.00		$1,031.60		$2.27		$4.25
5% annual hypothetical return		1,000.00		1,022.65		2.38		4.45
Moderate Fund actual return		$1,000.00		$1,034.83		$2.22		$4.40
5% annual hypothetical return		1,000.00		1,022.70		2.33		4.60
Growth Fund actual return		$1,000.00		$1,031.19		$2.32		$4.64
5% annual hypothetical return		1,000.00		1,022.60		2.43		4.85
Aggressive Growth Fund
actual return		$1,000.00		$1,027.00		$2.36		$4.82
5% annual hypothetical return		1,000.00		1,022.55		2.48		5.05

*

The amounts in the “Expenses paid during period” column are based on each fund’s actual expense ratio from the commencement of operations on December 9, 2011 through May 31, 2012, multiplied by 174/366 for the actual expenses and 183/366 for the hypothetical expenses. There were 174 days in the period from commencement of operations to May 31, 2012 and 183 days in the six months ended May 31, 2012. The expense charges of one or more of the fund’s share classes may at times reflect a reimbursement. Please see the prospectus for an explanation, including the date on which this reimbursement is scheduled to end. Without any such reimbursement, the expenses of the affected share classes would be higher and their performance lower. The expense ratio for the period was 0.48% for the Income Fund; 0.47% for the Conservative Fund; 0.46% for the Moderate Fund; 0.48% for the Growth Fund; and 0.49% for the Aggressive Growth Fund for the Retail Class of the Lifestyle Funds.

†

The amounts in the “Effective expenses paid during period” column are based on each fund’s total expense ratio from the commencement of operations through period-end, which includes the fund’s own expense ratio plus its pro rata share of its underlying funds’ expenses (which the fund bears through its investment in the underlying funds). For the period, the total weighted average expense ratio was 0.84% for the Income Fund; 0.88% for the Conservative Fund; 0.91% for the Moderate Fund; 0.96% for the Growth Fund; and 1.00% for the Aggressive Growth Fund.

8 2012 Annual Report § TIAA-CREF Lifestyle Funds

concluded

Expense examples
Period ended May 31, 2012
Lifestyle Funds Premier Class	Beginning account value (12/9/11)		Ending account value (5/31/12)		Expenses paid during period* (12/9/11–5/31/12)		Effective expenses paid during period† (12/9/11–5/31/12)
Income Fund actual return		$1,000.00		$1,029.08		$1.21		$2.94
5% annual hypothetical return		1,000.00		1,023.75		1.26		3.08
Conservative Fund
actual return		$1,000.00		$1,032.34		$1.21		$3.19
5% annual hypothetical return		1,000.00		1,023.75		1.26		3.34
Moderate Fund actual return		$1,000.00		$1,036.48		$1.21		$3.39
5% annual hypothetical return		1,000.00		1,023.75		1.26		3.54
Growth Fund actual return		$1,000.00		$1,032.34		$1.21		$3.53
5% annual hypothetical return		1,000.00		1,023.75		1.26		3.69
Aggressive Growth Fund
actual return		$1,000.00		$1,028.00		$1.21		$3.66
5% annual hypothetical return		1,000.00		1,023.75		1.26		3.84

*

The amounts in the “Expenses paid during period” column are based on each fund’s actual expense ratio from the commencement of operations on December 9, 2011 through May 31, 2012, multiplied by 174/366 for the actual expenses and 183/366 for the hypothetical expenses. There were 174 days in the period from commencement of operations to May 31, 2012 and 183 days in the six months ended May 31, 2012. The expense charges of one or more of the fund’s share classes may at times reflect a reimbursement. Please see the prospectus for an explanation, including the date on which this reimbursement is scheduled to end. Without any such reimbursement, the expenses of the affected share classes would be higher and their performance lower. The expense ratio for the period was 0.25% for the Premier Class of the Lifestyle Funds.

†

The amounts in the “Effective expenses paid during period” column are based on each fund’s total expense ratio from the commencement of operations through period-end, which includes the fund’s own expense ratio plus its pro rata share of its underlying funds’ expenses (which the fund bears through its investment in the underlying funds). For the period, the total weighted average expense ratio was 0.61% for the Income Fund; 0.66% for the Conservative Fund; 0.70% for the Moderate Fund; 0.73% for the Growth Fund; and 0.76% for the Aggressive Growth Fund.

TIAA-CREF Lifestyle Funds § 2012 Annual Report 9

Investment results of the Lifestyle Funds

Performance for the period ended May 31, 2012

The five TIAA-CREF Lifestyle Funds outperformed their respective composite benchmarks for the period from their inception on December 9, 2011 through May 31, 2012. Returns for the Institutional Class ranged from 2.90% for the Aggressive Growth Fund to 3.69% for the Moderate Fund.

Despite tepid growth, U.S. stocks post gains

The nation’s gross domestic product, which measures the value of all goods and services produced in the United States, rose in the first quarter of 2012 by a year-over-year rate of 2.0%, adjusted for inflation. This modest increase reflected a rise in personal consumption and in purchases of private homes and apartment houses. However, growth was constrained by persistently high unemployment, as well as by reduced government spending at the federal, state and local levels.
          From the funds’ inception through May 31, 2012, the Russell 3000^® Index, which measures the broad U.S. stock market, gained 5.38%. Returns from foreign stocks were hampered by both Europe’s debt troubles and slower growth worldwide. The MSCI All Country World ex USA Index, which measures the performance of large- and mid-cap stocks in 44 developed and emerging market nations, excluding the United States, posted a return of –4.06% in U.S. dollars.

Bonds post solid returns, despite a low interest-rate environment

Against the backdrop of a weak recovery, the Federal Reserve maintained its target for the federal funds rate within a range of 0% to 0.25%. (The federal funds rate is the interest rate U.S. commercial banks charge one another for overnight loans.)
          The Barclays U.S. Aggregate Bond Index, which measures the performance of the broad domestic investment-grade, fixed-rate bond market, returned 3.09% for the period. The Barclays U.S. 1–5 Year Government/Credit Bond Index, which measures the performance of U.S. Treasury and agency securities, corporate bonds and other securities with one- to five-year maturities, earned 1.14%.

10 2012 Annual Report § TIAA-CREF Lifestyle Funds

Both stock and bond choices lift the funds’ returns

The absolute returns of all five Lifestyle Funds were helped by the positive performance of U.S. stocks and bonds for the reporting period. In general, individual Lifestyle funds with larger allocations to U.S. stocks performed better during the period.
          The funds outpaced their respective composite benchmarks because several of their underlying funds outperformed the equity and bond market indexes used to calculate the Lifestyle Funds’ composite benchmarks. The difference between the individual funds’ returns and those of their respective composite benchmarks ranged from 0.38 of a percentage point for the Aggressive Growth Fund to 0.78 of a point for the Moderate Fund. (All fund returns are for the Institutional Class.)
          The Lifestyle Funds may invest in up to four sectors of the investment markets: U.S. equity (stocks), international equity (foreign stocks), fixed income and short-term fixed income. The Lifestyle Funds do this by investing in various underlying mutual funds that in turn buy stocks, bonds and other securities in these market sectors.
          For the period, the funds’ absolute returns were boosted by solid gains from the U.S. stocks and bonds owned by the underlying funds. Those positive results were partly offset by losses from the foreign stock sector.
          How a Lifestyle fund performs in comparison with its composite benchmark depends primarily on the performance of its individual underlying funds in comparison with the performance of the public indexes used to represent the market sectors in the fund’s composite benchmark.
          For the period, the funds outperformed their respective composite benchmarks because of a number of successful security selections—primarily in the Large-Cap Value, Growth & Income and Bond Plus funds.
          These positive effects were partly offset by detractions from relative performance, chiefly from the Large-Cap Growth and Enhanced Large-Cap Value Index funds.

TIAA-CREF Lifestyle Funds § 2012 Annual Report 11

Lifestyle Income Fund

Performance as of May 31, 2012
		Total return
Lifestyle Income Fund	Inception date	since inception
Institutional Class	12/9/2011	2.95	%
Retirement Class	12/9/2011	2.88
Retail Class	12/9/2011	2.73
Premier Class	12/9/2011	2.91
Lifestyle Income Fund Composite Index*	—	2.29	†
Broad market index
Barclays U.S. Aggregate Bond Index	—	3.09	†

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.

You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	As of the close of business on May 31, 2012, the Lifestyle Income Fund Composite Index consisted of: 14.0% Russell 3000® Index; 6.0% MSCI All Country World ex USA Index; 40.0% Barclays U.S. Aggregate Bond Index; and 40.0% Barclays U.S. 1–5 Year Government/Credit Bond Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
†	Performance is calculated from the inception date of the Institutional Class.

12 2012 Annual Report § TIAA-CREF Lifestyle Funds

Lifestyle Income Fund

$10,000 invested at fund’s inception
Institutional Class (inception December 9, 2011)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation
	% of net assets as of 5/31/2012
Equity
U.S. equity		13.8	%
International equity		5.9
Fixed income
Fixed income		40.3
Short-term fixed income		40.0
Total		100.0

Target allocation

TIAA-CREF Lifestyle Funds ▪ 2012 Annual Report 13

Lifestyle Conservative Fund

Performance as of May 31, 2012
			Total return
Lifestyle Conservative Fund	Inception date		since inception
Institutional Class		12/9/2011		3.38	%
Retirement Class		12/9/2011		3.20
Retail Class		12/9/2011		3.16
Premier Class		12/9/2011		3.23
Lifestyle Conservative Fund Composite Index*		—		2.62	†
Broad market index
Barclays U.S. Aggregate Bond Index		—		3.09	†

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.

You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	As of the close of business on May 31, 2012, the Lifestyle Conservative Fund Composite Index consisted of: 28.0% Russell 3000® Index; 12.0% MSCI All Country World ex USA Index; 40.0% Barclays U.S. Aggregate Bond Index; and 20.0% Barclays U.S. 1–5 Year Government/Credit Bond Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
†	Performance is calculated from the inception date of the Institutional Class.

14 2012 Annual Report ▪ TIAA-CREF Lifestyle Funds

Lifestyle Conservative Fund

$10,000 invested at fund’s inception
Institutional Class (inception December 9, 2011)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation
	% of net assets as of 5/31/2012
Equity
U.S. equity		27.7	%
International equity		11.8
Fixed income
Fixed income		40.3
Short-term fixed income		20.1
Other assets & liabilities, net		0.1
Total		100.0

Target allocation

TIAA-CREF Lifestyle Funds ▪ 2012 Annual Report 15

Lifestyle Moderate Fund

Performance as of May 31, 2012
			Total return
Lifestyle Moderate Fund	Inception date		since inception
Institutional Class		12/9/2011		3.69	%
Retirement Class		12/9/2011		3.52
Retail Class		12/9/2011		3.48
Premier Class		12/9/2011		3.65
Lifestyle Moderate Fund Composite Index*		—		2.91	†
Broad market index
Russell 3000® Index		—		5.38	†

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.

You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	As of the close of business on May 31, 2012, the Lifestyle Moderate Fund Composite Index consisted of: 42.0% Russell 3000 Index; 18.0% MSCI All Country World ex USA Index; and 40.0% Barclays U.S. Aggregate Bond Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
†	Performance is calculated from the inception date of the Institutional Class.

16 2012 Annual Report ▪ TIAA-CREF Lifestyle Funds

Lifestyle Moderate Fund

$10,000 invested at fund’s inception
Institutional Class (inception December 9, 2011)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation
	% of net assets as of 5/31/2012
Equity
U.S. equity		41.8	%
International equity		17.8
Fixed income
Fixed income		40.4
Total		100.0

Target allocation

TIAA-CREF Lifestyle Funds ▪ 2012 Annual Report 17

Lifestyle Growth Fund

Performance as of May 31, 2012
			Total return
Lifestyle Growth Fund	Inception date		since inception
Institutional Class		12/9/2011		3.24	%
Retirement Class		12/9/2011		3.13
Retail Class		12/9/2011		3.12
Premier Class		12/9/2011		3.23
Lifestyle Growth Fund Composite Index*		—		2.74	†
Broad market index
Russell 3000® Index		—		5.38	†

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.

You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	As of the close of business on May 31, 2012, the Lifestyle Growth Fund Composite Index consisted of: 56.0% Russell 3000 Index; 24.0% MSCI All Country World ex USA Index; and 20.0% Barclays U.S. Aggregate Bond Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
†	Performance is calculated from the inception date of the Institutional Class.

18 2012 Annual Report ▪ TIAA-CREF Lifestyle Funds

Lifestyle Growth Fund

$10,000 invested at fund’s inception

Institutional Class (inception December 9, 2011)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation				Target allocation
	% of net assets as of 5/31/2012
Equity
U.S. equity		55.9	%
International equity		23.7
Fixed income
Fixed income		20.4
Total		100.0

TIAA-CREF Lifestyle Funds § 2012 Annual Report 19

Lifestyle Aggressive Growth Fund

Performance as of May 31, 2012

			Total return
Lifestyle Aggressive Growth Fund	Inception date		since inception
Institutional Class		12/9/2011		2.90	%
Retirement Class		12/9/2011		2.80
Retail Class		12/9/2011		2.70
Premier Class		12/9/2011		2.80
Lifestyle Aggressive Growth Fund
Composite Index*		—		2.52	†
Broad market index
Russell 3000® Index		—		5.38	†

The returns in this report show past performance, which is no guarantee of future results. The returns do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares. Returns and the principal value of your investment will fluctuate. Current performance may be higher or lower than that shown, and you may have a gain or a loss when you redeem your shares. For current performance information, including performance to the most recent month-end, please visit tiaa-cref.org. Performance may reflect waivers or reimbursements of certain expenses. Absent these waivers or reimbursement arrangements, performance may be lower.
You cannot invest directly in an index. Index returns do not include a deduction for fees or expenses.
*	As of the close of business on May 31, 2012, the Lifestyle Aggressive Growth Fund Composite Index consisted of: 70.0% Russell 3000 Index and 30.0% MSCI All Country World ex USA Index. The fund’s benchmark, the components that make up the composite benchmark and the method of calculating the composite benchmark’s performance may vary over time.
†	Performance is calculated from the inception date of the Institutional Class.

20 2012 Annual Report § TIAA-CREF Lifestyle Funds

Lifestyle Aggressive Growth Fund

$10,000 invested at fund’s inception

Institutional Class (inception December 9, 2011)

For the purpose of comparison, the graph also shows the change in the values of the fund’s composite benchmark and of a broad market index during the same period. The performance of the other share classes varies due to differences in expense charges.

Asset allocation				Target allocation
	% of net assets as of 5/31/2012
Equity
U.S. equity		70.5	%
International equity		29.5
Total		100.0

TIAA-CREF Lifestyle Funds § 2012 Annual Report 21

Portfolio of investments

Lifestyle Income Fund § May 31, 2012

Shares		Company		Value			% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	211,408	TIAA-CREF Bond Fund		$	2,257,836		20.2	%
	211,805	TIAA-CREF Bond Plus Fund			2,255,725		20.1
					4,513,561		40.3
INTERNATIONAL EQUITY
	17,174	TIAA-CREF Emerging Markets Equity Fund			159,376		1.4
	33,730	TIAA-CREF Enhanced International Equity Index Fund			200,357		1.8
	39,448	TIAA-CREF International Equity Fund			299,413		2.7
					659,146		5.9
SHORT-TERM FIXED INCOME
	430,612	TIAA-CREF Short-Term Bond Fund			4,482,668		40.0
					4,482,668		40.0
U.S. EQUITY
	15,777	TIAA-CREF Enhanced Large-Cap Growth Index Fund			145,307		1.3
	17,813	TIAA-CREF Enhanced Large-Cap Value Index Fund			140,011		1.2
	33,463	TIAA-CREF Growth & Income Fund			324,254		2.9
	35,233	TIAA-CREF Large-Cap Growth Fund			388,265		3.5
	29,231	TIAA-CREF Large-Cap Value Fund			373,279		3.3
	1,501	TIAA-CREF Mid-Cap Growth Fund			28,522		0.2
	1,650	TIAA-CREF Mid-Cap Value Fund			28,581		0.3
	8,647	TIAA-CREF Small-Cap Equity Fund			118,978		1.1
					1,547,197		13.8
		TOTAL TIAA-CREF FUNDS	(Cost $11,016,290)		11,202,572		100.0
		TOTAL PORTFOLIO	(Cost $11,016,290)		11,202,572		100.0
		OTHER ASSETS & LIABILITIES, NET			(1,598	)	(0.0	)
		NET ASSETS		$	11,200,974		100.0	%

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

22 2012 Annual Report § TIAA-CREF Lifestyle Funds See notes to financial statements

Portfolio of investments

Lifestyle Conservative Fund § May 31, 2012

Shares		Company		Value		% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	116,460	TIAA-CREF Bond Fund		$	1,243,794	10.1	%
	349,952	TIAA-CREF Bond Plus Fund			3,726,989	30.2
					4,970,783	40.3
INTERNATIONAL EQUITY
	38,102	TIAA-CREF Emerging Markets Equity Fund			353,591	2.8
	74,822	TIAA-CREF Enhanced International Equity Index Fund			444,444	3.6
	87,462	TIAA-CREF International Equity Fund			663,840	5.4
					1,461,875	11.8
SHORT-TERM FIXED INCOME
	238,285	TIAA-CREF Short-Term Bond Fund			2,480,542	20.1
					2,480,542	20.1
U.S. EQUITY
	34,926	TIAA-CREF Enhanced Large-Cap Growth Index Fund			321,666	2.6
	39,449	TIAA-CREF Enhanced Large-Cap Value Index Fund			310,067	2.5
	74,097	TIAA-CREF Growth & Income Fund			718,002	5.8
	78,004	TIAA-CREF Large-Cap Growth Fund			859,601	7.0
	64,739	TIAA-CREF Large-Cap Value Fund			826,716	6.7
	3,323	TIAA-CREF Mid-Cap Growth Fund			63,129	0.5
	3,656	TIAA-CREF Mid-Cap Value Fund			63,329	0.5
	19,144	TIAA-CREF Small-Cap Equity Fund			263,426	2.1
					3,425,936	27.7
		TOTAL TIAA-CREF FUNDS	(Cost $12,126,877)		12,339,136	99.9
		TOTAL PORTFOLIO	(Cost $12,126,877)		12,339,136	99.9
		OTHER ASSETS & LIABILITIES, NET			12,629	0.1
		NET ASSETS		$	12,351,765	100.0	%

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

See notes to financial statements TIAA-CREF Lifestyle Funds § 2012 Annual Report 23

Portfolio of investments

Lifestyle Moderate Fund  §  May 31, 2012

Shares		Company		Value			% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	491,662	TIAA-CREF Bond Plus Fund		$	5,236,196		40.4	%
					5,236,196		40.4
INTERNATIONAL EQUITY
	60,306	TIAA-CREF Emerging Markets Equity Fund			559,642		4.3
	118,484	TIAA-CREF Enhanced International Equity Index Fund			703,796		5.4
	138,379	TIAA-CREF International Equity Fund			1,050,298		8.1
					2,313,736		17.8
U.S. EQUITY
	55,218	TIAA-CREF Enhanced Large-Cap Growth Index Fund			508,560		3.9
	62,358	TIAA-CREF Enhanced Large-Cap Value Index Fund			490,136		3.8
	117,173	TIAA-CREF Growth & Income Fund			1,135,408		8.7
	123,266	TIAA-CREF Large-Cap Growth Fund			1,358,395		10.5
	102,371	TIAA-CREF Large-Cap Value Fund			1,307,283		10.1
	5,248	TIAA-CREF Mid-Cap Growth Fund			99,705		0.8
	5,777	TIAA-CREF Mid-Cap Value Fund			100,050		0.8
	30,265	TIAA-CREF Small-Cap Equity Fund			416,445		3.2
					5,415,982		41.8
		TOTAL TIAA-CREF FUNDS	(Cost $12,742,541)		12,965,914		100.0
		TOTAL PORTFOLIO	(Cost $12,742,541)		12,965,914		100.0
		OTHER ASSETS & LIABILITIES, NET			(1,144	)	(0.0	)
		NET ASSETS		$	12,964,770		100.0	%

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

24 2012 Annual Report  §  TIAA-CREF Lifestyle Funds See notes to financial statements

Portfolio of investments

Lifestyle Growth Fund  §  May 31, 2012

Shares		Company		Value			% of net assets
TIAA-CREF FUNDS (a)
FIXED INCOME
	221,012	TIAA-CREF Bond Plus Fund		$	2,353,777		20.4	%
					2,353,777		20.4
INTERNATIONAL EQUITY
	71,222	TIAA-CREF Emerging Markets Equity Fund			660,944		5.7
	139,913	TIAA-CREF Enhanced International Equity Index Fund			831,086		7.2
	163,659	TIAA-CREF International Equity Fund			1,242,169		10.8
					2,734,199		23.7
U.S. EQUITY
	65,856	TIAA-CREF Enhanced Large-Cap Growth Index Fund			606,535		5.2
	74,471	TIAA-CREF Enhanced Large-Cap Value Index Fund			585,339		5.1
	139,856	TIAA-CREF Growth & Income Fund			1,355,207		11.7
	147,306	TIAA-CREF Large-Cap Growth Fund			1,623,310		14.1
	122,080	TIAA-CREF Large-Cap Value Fund			1,558,962		13.5
	6,280	TIAA-CREF Mid-Cap Growth Fund			119,329		1.0
	6,888	TIAA-CREF Mid-Cap Value Fund			119,299		1.0
	36,124	TIAA-CREF Small-Cap Equity Fund			497,068		4.3
					6,465,049		55.9
		TOTAL TIAA-CREF FUNDS	(Cost $11,298,108)		11,553,025		100.0
		TOTAL PORTFOLIO	(Cost $11,298,108)		11,553,025		100.0
		OTHER ASSETS & LIABILITIES, NET			(2,380	)	(0.0	)
		NET ASSETS		$	11,550,645		100.0	%

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

See notes to financial statements TIAA-CREF Lifestyle Funds  §  2012 Annual Report 25

Portfolio of investments

Lifestyle Aggressive Growth Fund  §  May 31, 2012

Shares		Company		Value			% of net assets
TIAA-CREF FUNDS (a)
INTERNATIONAL EQUITY
	87,142	TIAA-CREF Emerging Markets Equity Fund		$	808,679		7.1	%
	171,378	TIAA-CREF Enhanced International Equity Index Fund			1,017,986		9.0
	200,073	TIAA-CREF International Equity Fund			1,518,553		13.4
					3,345,218		29.5
U.S. EQUITY
	81,451	TIAA-CREF Enhanced Large-Cap Growth Index Fund			750,159		6.6
	92,019	TIAA-CREF Enhanced Large-Cap Value Index Fund			723,269		6.4
	173,009	TIAA-CREF Growth & Income Fund			1,676,453		14.8
	181,553	TIAA-CREF Large-Cap Growth Fund			2,000,715		17.7
	150,837	TIAA-CREF Large-Cap Value Fund			1,926,192		17.0
	7,756	TIAA-CREF Mid-Cap Growth Fund			147,359		1.3
	8,512	TIAA-CREF Mid-Cap Value Fund			147,432		1.3
	44,664	TIAA-CREF Small-Cap Equity Fund			614,579		5.4
					7,986,158		70.5
		TOTAL TIAA-CREF FUNDS	(Cost $11,108,980)		11,331,376		100.0
		TOTAL PORTFOLIO	(Cost $11,108,980)		11,331,376		100.0
		OTHER ASSETS & LIABILITIES, NET			(1,683	)	(0.0	)
		NET ASSETS		$	11,329,693		100.0	%

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

26 2012 Annual Report  § TIAA-CREF Lifestyle Funds See notes to financial statements

[This page intentionally left blank.]

TIAA-CREF Lifestyle Funds  §  2012 Annual Report 27

Statements of assets and liabilities

TIAA-CREF Lifestyle Funds § May 31, 2012

	Lifestyle Income Fund		Lifestyle Conservative Fund		Lifestyle Moderate Fund		Lifestyle Growth Fund			Lifestyle Aggressive Growth Fund
ASSETS
Affiliated investments, at value*	$	11,202,572	$	12,339,136	$	12,965,914	$	11,553,025		$	11,331,376
Cash		27,965		23,482		24,037		22,646			23,778
Receivable from securities transactions		—		93,196		115,818		96,424			—
Receivable from Fund shares sold		—		13,439		20		20			69
Dividends and interest receivable		18,418		16,971		13,866		6,587			—
Due from affiliates		1,862		2,185		2,224		2,186			2,179
Other		23		23		23		23			23
Total assets		11,250,840		12,488,432		13,121,902		11,680,911			11,357,425
LIABILITIES
Management fees payable		92		101		107		95			94
Service agreement fees payable		85		86		88		87			87
Distribution fees payable		1,150		1,351		1,455		1,275			1,217
Due to affiliates		47		34		30		28			31
Payable for securities transactions		39,500		125,947		146,318		119,674			17,250
Accrued expenses and other payables		8,992		9,148		9,134		9,107			9,053
Total liabilities		49,866		136,667		157,132		130,266			27,732
NET ASSETS	$	11,200,974	$	12,351,765	$	12,964,770	$	11,550,645		$	11,329,693
NET ASSETS CONSIST OF:
Paid-in-capital	$	10,967,799	$	12,098,665	$	12,715,573	$	11,276,925		$	11,114,963
Undistributed net investment income (loss)		31,678		28,559		22,893		20,667			(9,319	)
Accumulated net realized gain (loss) on total investments		15,215		12,282		2,931		(1,864	)		1,653
Net unrealized appreciation (depreciation) on total investments		186,282		212,259		223,373		254,917			222,396
NET ASSETS	$	11,200,974	$	12,351,765	$	12,964,770	$	11,550,645		$	11,329,693
INSTITUTIONAL CLASS:
Net assets	$	1,029,645	$	1,033,439	$	1,036,747	$	1,032,923		$	1,028,884
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		100,542		100,467		100,382		100,043			100,000
Net asset value per share		$10.24		$10.29		$10.33		$10.32			$10.29
RETIREMENT CLASS:
Net assets	$	4,126,712	$	4,188,796	$	4,244,252	$	4,203,225		$	4,223,552
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		403,133		407,393		411,147		407,519			410,987
Net asset value per share		$10.24		$10.28		$10.32		$10.31			$10.28
RETAIL CLASS:
Net assets	$	4,979,130	$	5,624,217	$	6,647,762	$	5,249,278		$	5,039,173
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		486,516		547,066		644,126		509,192			490,637
Net asset value per share		$10.23		$10.28		$10.32		$10.31			$10.27
PREMIER CLASS:
Net assets	$	1,065,487	$	1,505,313	$	1,036,009	$	1,065,219		$	1,038,084
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		104,069		146,372		100,337		103,234			100,967
Net asset value per share		$10.24		$10.28		$10.33		$10.32			$10.28
* Affiliated investments, cost	$	11,016,290	$	12,126,877	$	12,742,541	$	11,298,108		$	11,108,980

28 2012 Annual Report § TIAA-CREF Lifestyle Funds See notes to financial statements See notes to financial statements TIAA-CREF Lifestyle Funds § 2012 Annual Report 29

Statements of operations

TIAA-CREF Lifestyle Funds § For the period ended

	Lifestyle Income Fund			Lifestyle Conservative Fund			Lifestyle Moderate Fund			Lifestyle Growth Fund			Lifestyle Aggressive Growth Fund
	For the period December 9, 2011 to May 31, 2012			For the period December 9, 2011 to May 31, 2012			For the period December 9, 2011 to May 31, 2012			For the period December 9, 2011 to May 31, 2012			For the period December 9, 2011 to May 31, 2012
INVESTMENT INCOME
Dividends from affiliated investments	$	95,289		$	87,194		$	74,377		$	40,050		$	5,997
Total income		95,289			87,194			74,377			40,050			5,997
EXPENSES
Management fees		4,992			5,305			5,394			5,364			5,299
Distribution fees — Retail Class		5,150			5,710			5,961			5,806			5,582
Distribution fees — Premier Class		735			816			751			761			765
Fund administration fees		298			298			298			297			298
Custody and accounting fees		2,503			2,555			2,498			2,512			2,456
Audit fees		17,148			17,147			17,148			17,148			17,147
Legal fees		3,543			3,526			3,508			3,492			3,470
Shareholder reports		19,552			18,062			17,948			17,928			17,871
Shareholder servicing — Institutional Class		2,629			2,629			2,629			2,629			2,629
Shareholder servicing — Retirement Class		7,557			7,630			7,694			7,747			7,790
Shareholder servicing — Retail Class		2,760			2,886			2,892			3,032			3,089
Shareholder servicing — Premier Class		2,657			2,657			2,657			2,657			2,657
Trustee fees and expenses		67			69			69			70			69
Compliance fees		158			165			166			168			167
Registration fees		69,733			69,734			69,733			69,733			69,733
Other expenses		3,719			3,877			3,885			3,808			3,761
Total expenses		143,201			143,066			143,231			143,152			142,783
Less: Expenses reimbursed by the investment advisor		(124,685	)		(123,531	)		(123,522	)		(123,191	)		(122,985	)
Net expenses		18,516			19,535			19,709			19,961			19,798
Net investment income (loss)		76,773			67,659			54,668			20,089			(13,801	)
NET REALIZED AND UNREALIZED GAIN (LOSS) FROM TOTAL INVESTMENTS:
Net realized gain (loss) from affiliated investments		15,060			13,236			2,878			(1,740	)		3,153
Net realized gain (loss) from unaffiliated investments		155			(954	)		53			(124	)		—
Net realized gain (loss) from investments		15,215			12,282			2,931			(1,864	)		3,153
Net change in unrealized appreciation (depreciation) from affiliated investments		186,282			212,259			223,373			254,917			222,396
Net realized and unrealized gain (loss) from investments		201,497			224,541			226,304			253,053			225,549
Net increase (decrease) in net assets from operations	$	278,270		$	292,200		$	280,972		$	273,142		$	211,748

30 2012 Annual Report § TIAA-CREF Lifestyle Funds See notes to financial statements See notes to financial statements TIAA-CREF Lifestyle Funds § 2012 Annual Report 31

Statements of changes in net assets

TIAA-CREF Lifestyle Funds § For the period ended

		Lifestyle Income Fund			Lifestyle Conservative Fund			Lifestyle Moderate Fund			Lifestyle Growth Fund			Lifestyle Aggressive Growth Fund
		For the period December 9, 2011 to May 31, 2012			For the period December 9, 2011 to May 31, 2012			For the period December 9, 2011 to May 31, 2012			For the period December 9, 2011 to May 31, 2012			For the period December 9, 2011 to May 31, 2012
OPERATIONS
Net investment income (loss)		$	76,773		$	67,659		$	54,668		$	20,089		$	(13,801	)
Net realized gain (loss) from investments			15,215			12,282			2,931			(1,864	)		3,153
Net change in unrealized appreciation (depreciation) from affiliated investments			186,282			212,259			223,373			254,917			222,396
Net increase (decrease) in net assets from operations			278,270			292,200			280,972			273,142			211,748
DISTRIBUTION TO SHAREHOLDERS
From net investment income:	Institutional Class		(5,567	)		(4,887	)		(4,071	)		(414	)		–
	Retirement Class		(19,118	)		(16,359	)		(13,263	)		(1,056	)		–
	Retail Class		(18,188	)		(16,460	)		(13,875	)		(720	)		–
	Premier Class		(5,099	)		(4,414	)		(3,592	)		(324	)		–
Total distributions			(47,972	)		(42,120	)		(34,801	)		(2,514	)		–
SHAREHOLDER TRANSACTIONS
Subscriptions:	Institutional Class		1,000,000			1,000,000			1,000,000			1,000,000			1,000,000
	Retirement Class		4,013,558			4,061,070			4,106,675			4,085,535			4,119,906
	Retail Class		4,900,266			6,198,492			6,665,965			5,362,281			5,057,312
	Premier Class		1,036,658			1,481,532			1,000,000			1,035,257			1,011,497
Reinvestments of distributions:	Institutional Class		5,567			4,887			4,071			414			–
	Retirement Class		19,118			16,359			13,263			1,056			–
	Retail Class		17,841			15,682			13,875			720			–
	Premier Class		5,099			4,414			3,592			324			–
Redemptions:	Institutional Class		–			–			–			–			–
	Retirement Class		(535	)		(26	)		(2,034	)		(4,945	)		–
	Retail Class		(26,896	)		(680,725	)		(86,808	)		(200,573	)		(69,770	)
	Premier Class		–			–			–			(52	)		(1,000	)
Net increase (decrease) from shareholder transactions			10,970,676			12,101,685			12,718,599			11,280,017			11,117,945
Net increase (decrease) in net assets			11,200,974			12,351,765			12,964,770			11,550,645			11,329,693
NET ASSETS
Beginning of period			–			–			–			–			–
End of period		$	11,200,974		$	12,351,765		$	12,964,770		$	11,550,645		$	11,329,693
Undistributed net investment income (loss) included in net assets		$	31,678		$	28,559		$	22,893		$	20,667		$	(9,319	)
CHANGE IN FUND SHARES
Shares sold:	Institutional Class		100,000			100,000			100,000			100,000			100,000
	Retirement Class		401,324			405,833			410,088			407,867			410,987
	Retail Class		487,384			609,617			650,951			528,041			496,921
	Premier Class		103,573			145,950			100,000			103,206			101,058
Shares reinvested:	Institutional Class		542			467			382			43			–
	Retirement Class		1,861			1,563			1,247			109			–
	Retail Class		1,736			1,497			1,298			74			–
	Premier Class		496			422			337			33			–
Shares redeemed:	Institutional Class		–			–			–			–			–
	Retirement Class		(52	)		(3	)		(188	)		(457	)		–
	Retail Class		(2,604	)		(64,048	)		(8,123	)		(18,923	)		(6,284	)
	Premier Class		–			–			–			(5	)		(91	)
Net increase (decrease) from shareholder transactions			1,094,260			1,201,298			1,255,992			1,119,988			1,102,591

32 2012 Annual Report § TIAA-CREF Lifestyle Funds See notes to financial statements See notes to financial statements TIAA-CREF Lifestyle Funds § 2012 Annual Report 33

Financial highlights

Lifestyle Income Fund § For the period ended

	Institutional Class			Retirement Class			Retail Class			Premier Class
		5/31/12*			5/31/12*			5/31/12*			5/31/12*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period		$10.00			$10.00			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.09			0.08			0.07			0.08
Net realized and unrealized gain on total investments		0.21			0.21			0.20			0.21
Total gain from investment operations		0.30			0.29			0.27			0.29
Less distributions from:
Net investment income		(0.06	)		(0.05	)		(0.04	)		(0.05	)
Total distributions		(0.06	)		(0.05	)		(0.04	)		(0.05	)
Net asset value, end of period		$10.24			$10.24			$10.23			$10.24
TOTAL RETURN		2.95	%(b)		2.88	%(b)		2.73	%(b)		2.91	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period or year (in thousands)		$1,030			$4,127			$4,979			$1,065
Ratio of expenses to average net assets before expense
waiver and reimbursement (e)		2.98	%(c)		2.83	%(c)		2.82	%(c)		3.13	%(c)
Ratio of expenses to average net assets after expense
waiver and reimbursement (e)		0.10	%(c)		0.35	%(c)		0.48	%(c)		0.25	%(c)
Ratio of net investment income to average net assets		1.81	%(c)		1.56	%(c)		1.43	%(c)		1.66	%(c)
Portfolio turnover rate		3	%(b)		3	%(b)		3	%(b)		3	%(b)

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratio of the underlying funds for the period ended May 31, 2012 was 0.36%.
*	The Fund commenced operations on December 9, 2011.

34 2012 Annual Report § TIAA-CREF Lifestyle Funds See notes to financial statements

Financial highlights

Lifestyle Conservative Fund § For the period ended

	Institutional Class			Retirement Class			Retail Class			Premier Class
		5/31/12*			5/31/12*			5/31/12*			5/31/12*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period		$10.00			$10.00			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.08			0.06			0.06			0.07
Net realized and unrealized gain on total investments		0.26			0.26			0.26			0.25
Total gain from investment operations		0.34			0.32			0.32			0.32
Less distributions from:
Net investment income		(0.05	)		(0.04	)		(0.04	)		(0.04	)
Total distributions		(0.05	)		(0.04	)		(0.04	)		(0.04	)
Net asset value, end of period		$10.29			$10.28			$10.28			$10.28
TOTAL RETURN		3.38	%(b)		3.20	%(b)		3.16	%(b)		3.23	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period or year (in thousands)		$1,033			$4,189			$5,624			$1,505
Ratio of expenses to average net assets before expense
waiver and reimbursement (e)		2.81	%(c)		2.66	%(c)		2.65	%(c)		2.90	%(c)
Ratio of expenses to average net assets after expense
waiver and reimbursement (e)		0.10	%(c)		0.35	%(c)		0.47	%(c)		0.25	%(c)
Ratio of net investment income to average net assets		1.54	%(c)		1.29	%(c)		1.18	%(c)		1.39	%(c)
Portfolio turnover rate		17	%(b)		17	%(b)		17	%(b)		17	%(b)

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratios of the underlying funds for the period ended May 31, 2012 was 0.41%.
*	The Fund commenced operations on December 9, 2011.

See notes to financial statements TIAA-CREF Lifestyle Funds § 2012 Annual Report 35

Financial highlights

Lifestyle Moderate Fund § For the period ended

	Institutional Class			Retirement Class			Retail Class			Premier Class
		5/31/12*			5/31/12*			5/31/12*			5/31/12*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period		$10.00			$10.00			$10.00			$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)		0.06			0.05			0.05			0.06
Net realized and unrealized gain on total investments		0.31			0.30			0.30			0.31
Total gain from investment operations		0.37			0.35			0.35			0.37
Less distributions from:
Net investment income		(0.04	)		(0.03	)		(0.03	)		(0.04	)
Total distributions		(0.04	)		(0.03	)		(0.03	)		(0.04	)
Net asset value, end of period		$10.33			$10.32			$10.32			$10.33
TOTAL RETURN		3.69	%(b)		3.52	%(b)		3.48	%(b)		3.65	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period or year (in thousands)		$1,037			$4,244			$6,648			$1,036
Ratio of expenses to average net assets before expense
waiver and reimbursement (e)		2.77	%(c)		2.63	%(c)		2.60	%(c)		2.92	%(c)
Ratio of expenses to average net assets after expense
waiver and reimbursement (e)		0.10	%(c)		0.35	%(c)		0.46	%(c)		0.25	%(c)
Ratio of net investment income to average net assets		1.28	%(c)		1.03	%(c)		0.92	%(c)		1.13	%(c)
Portfolio turnover rate		11	%(b)		11	%(b)		11	%(b)		11	%(b)

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratio of the underlying funds for the period ended May 31, 2012 was 0.45%.
*	The Fund commenced operations on December 9, 2011.

36 2012 Annual Report § TIAA-CREF Lifestyle Funds See notes to financial statements

Financial highlights

Lifestyle Growth Fund § For the period ended

	Institutional Class		Retirement Class		Retail Class		Premier Class
	5/31/12*		5/31/12*		5/31/12*		5/31/12*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period	$10.00		$10.00		$10.00		$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)	0.03		0.02		0.01		0.02
Net realized and unrealized gain on total investments	0.29		0.29		0.30		0.30
Total gain from investment operations	0.32		0.31		0.31		0.32
Less distributions from:
Net investment income	(0.00	)(d)	(0.00	)(d)	(0.00	)(d)	(0.00	)(d)
Total distributions	(0.00	)(d)	(0.00	)(d)	(0.00	)(d)	(0.00	)(d)
Net asset value, end of period	$10.32		$10.31		$10.31		$10.32
TOTAL RETURN	3.24	%(b)	3.13	%(b)	3.12	%(b)	3.23	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period or year (in thousands)	$1,033		$4,203		$5,249		$1,065
Ratio of expenses to average net assets before expense waiver and reimbursement (e)	2.77	%(c)	2.63	%(c)	2.63	%(c)	2.92	%(c)
Ratio of expenses to average net assets after expense waiver and reimbursement (e)	0.10	%(c)	0.35	%(c)	0.48	%(c)	0.25	%(c)
Ratio of net investment income to average net assets	0.64	%(c)	0.39	%(c)	0.27	%(c)	0.49	%(c)
Portfolio turnover rate	7	%(b)	7	%(b)	7	%(b)	7	%(b)

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratio of the underlying funds for the period ended May 31, 2012 was 0.48%.
*	The Fund commenced operations on December 9, 2011.

See notes to financial statements TIAA-CREF Lifestyle Funds § 2012 Annual Report 37

Financial highlights

Lifestyle Aggressive Growth Fund § For the period ended

	Institutional Class		Retirement Class		Retail Class		Premier Class
	5/31/12*		5/31/12*		5/31/12*		5/31/12*
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value, beginning of period	$10.00		$10.00		$10.00		$10.00
Gain (loss) from investment operations:
Net investment income (loss) (a)	0.00	(d)	(0.01	)	(0.02	)	(0.01	)
Net realized and unrealized gain on total investments	0.29		0.29		0.29		0.29
Total gain from investment operations	0.29		0.28		0.27		0.28
Less distributions from:
Net investment income	–		–		–		–
Total distributions	–		–		–		–
Net asset value, end of period	$10.29		$10.28		$10.27		$10.28
TOTAL RETURN	2.90	%(b)	2.80	%(b)	2.70	%(b)	2.80	%(b)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of period or year (in thousands)	$1,029		$4,224		$5,039		$1,038
Ratio of expenses to average net assets before expense waiver and reimbursement (e)	2.79	%(c)	2.65	%(c)	2.66	%(c)	2.94	%(c)
Ratio of expenses to average net assets after expense waiver and reimbursement (e)	0.10	%(c)	0.35	%(c)	0.49	%(c)	0.25	%(c)
Ratio of net investment income to average net assets	0.01	%(c)	(0.24	)%(c)	(0.37	)%(c)	(0.14	)%(c)
Portfolio turnover rate	2	%(b)	2	%(b)	2	%(b)	2	%(b)

(a)	Based on average shares outstanding.
(b)	The percentages shown for this period are not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the underlying funds. The annualized weighted average expense ratio of the underlying funds for the period ended May 31, 2012 was 0.51%.
*	The Fund commenced operations on December 9, 2011.

38 2012 Annual Report § TIAA-CREF Lifestyle Funds See notes to financial statements

Notes to financial statements

TIAA-CREF Lifestyle Funds

Note 1—organization and significant accounting policies

The Lifestyle Funds (the “Funds,” each individually referred to as a “Fund”) are a subfamily of mutual funds offered by the TIAA-CREF Funds (the “Trust”), a Delaware statutory trust, that was organized on April 15, 1999 and is registered with the Securities and Exchange Commission (“Commission”) under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company. The Lifestyle Funds commenced operations on December 9, 2011.

Each Fund is a “fund of funds” that diversifies its assets by investing in Institutional Class shares of other funds of the Trust and potentially other investment pools or investment products. The Funds offer their shares, without a sales load, through their principal underwriter, Teachers Personal Investors Services, Inc. (“TPIS”), which is a wholly owned indirect subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”). Teachers Advisors, Inc. (“Advisors”), a wholly owned indirect subsidiary of TIAA, which is registered with the Commission as an investment adviser, provides investment management services for the Funds. The Funds offer Institutional, Retirement, Retail and Premier Classes of shares. Each class differs by the allocation of class-specific expenses and voting rights in matters affecting a single class.

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which may require the use of estimates made by management and the evaluation of subsequent events. Actual results may differ from those estimates. The Net Asset Value per share (“NAV”) for financial reporting purposes may differ from the NAV for processing transactions. The NAV for financial reporting purposes includes security and shareholder transactions through the date of the report. Total return is computed based on the NAV used for processing transactions. The following is a summary of the significant accounting policies consistently followed by the Funds.

Security valuation: The Funds’ investments in securities are recorded at their estimated fair value as described in the valuation of investments note to the financial statements.

Investments and investment income: Securities transactions are accounted for as of the trade date for financial reporting purposes. Dividends and distributions from the affiliated investment companies are recorded on the ex-dividend date. Dividends from the affiliated investment companies are recorded as dividend income, while capital gain distributions are recorded as gain distributions from investments in affiliated investment companies on the Statements of Operations. Realized gains and losses on sales from investments in affiliated and unaffiliated investment companies are based upon the specific identification method.

Income and expenses of a Fund are allocated on a pro rata basis to each class of shares, except for service agreement fees, distribution fees and transfer agency fees and expenses, which are unique to each class of shares. Most expenses of the Trust can be directly attributed to a fund. Expenses that cannot be directly attributed are allocated to each fund in the Trust based upon the average net assets of each fund.

TIAA-CREF Lifestyle Funds § 2012 Annual Report 39

Notes to financial statements

Distributions to shareholders: Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date.

Income taxes: The Funds intend to continue to qualify as regulated investment companies under Subchapter M of the Internal Revenue Code (“Code”) and will not be subject to income taxes to the extent that they distribute all taxable income each year and comply with various other Code requirements. Therefore, no federal income tax provision is required. Management has analyzed the Funds’ tax positions taken for all open federal income tax years (2012) and has concluded that no provision for federal income tax is required in the Funds’ financial statements.

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. GAAP. Reclassifications are made to a Fund’s capital accounts for permanent tax differences to reflect income and gains available for distribution (or available capital loss carryforwards) under income tax regulations.

For the period ended May 31, 2012, permanent book and tax differences resulting primarily from non-deductible distribution fees and the netting of net operating losses were identified and reclassified among the components of the Funds’ net assets. Net investment income and net realized gains (losses), as disclosed on the Statements of Operations, and net assets were not affected by these reclassifications.

Trustee compensation: The Funds pay the members of the Board of Trustees (“Board”), all of whom are independent, certain remuneration for their services, plus travel and other expenses. Trustees may elect to participate in a deferred compensation plan and defer all or a portion of their compensation. In addition, trustees participate in a long-term compensation plan. Amounts deferred are retained by the Funds until paid. The investment of deferred amounts and the offsetting payable to the trustees are included in other assets and accrued expenses and other payables in the accompanying Statements of Assets and Liabilities. Trustees’ fees, including any deferred and long-term compensation incurred, are reflected in the Statements of Operations.

Note 2—valuation of investments

Portfolio investments are valued at fair value utilizing various valuation methods approved by the Board. U.S. GAAP establishes a hierarchy that prioritizes market inputs to valuation methods. The three levels of inputs are:

• Level 1 – quoted prices in active markets for identical securities

• Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

• Level 3 – significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example the type of security, whether the

40 2012 Annual Report § TIAA-CREF Lifestyle Funds

continued

security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

A description of the valuation techniques applied to the Funds’ major categories of assets and liabilities measured at fair value follows:

Investments in registered investment companies: These investments are valued at net asset value on the valuation date. These investments are categorized in Level 1 of the fair value hierarchy.

Transfers between levels are recognized at the end of the reporting period. For the period ended May 31, 2012, there were no transfers between levels by the Funds.

As of May 31, 2012, all of the investments in the Lifestyle Funds were valued based on Level 1 inputs.

Note 3—investment adviser and affiliates

Under the terms of its Investment Management Agreement, each Fund pays Advisors a monthly fee based on the annual rate of 0.10% of the Fund’s average daily net assets for the management of the Fund’s investment portfolio. The Funds have entered into an Administrative Service Agreement with Advisors under which the Funds pay Advisors for its costs in providing certain administrative and operational oversight services to the Funds.

Under the terms of a Retirement Class Service Agreement with respect to each Fund, the Retirement Class of the Fund pays Advisors a monthly fee based on the annual rate of 0.25% of a Fund’s average daily net assets attributable to Retirement Class shares of a Fund for providing certain administrative services related to the maintenance of Retirement Class shares on retirement plan or other platforms. The Premier Class and the Retail Class of each Fund have adopted a distribution Rule 12b-1 plan that compensates TPIS for providing distribution, promotional and/or shareholder services to the Premier Class and Retail Class of the Fund at the annual rate of 0.15% and 0.25% of the average daily net assets attributable to the Fund’s Premier Class and Retail Class, respectively.

Certain affiliated entities may pay Fund expenses on behalf of the Funds. The Funds reimburse the affiliated entities for any such payment. Amounts owed to Fund affiliates for payment of Fund expenses are disclosed as due to affiliates on the Statements of Assets and Liabilities.

Advisors has agreed to reimburse each Fund if its total expense ratio (excluding interest, taxes, brokerage and other transactional expenses, acquired fund fees and expenses and extraordinary expenses) exceeds 0.49% of average daily net assets for

TIAA-CREF Lifestyle Funds § 2012 Annual Report 41

Notes to financial statements

the Retail Class shares; 0.35% of average daily net assets for the Retirement Class shares; 0.25% of average daily net assets for the Premier Class shares; and 0.10% of average daily net assets for the Institutional Class shares. The expense reimbursement arrangements will continue through at least September 30, 2013, unless changed with the approval of the Board.

At the commencement of operations of each Fund, TIAA, an affiliate, invested in each Fund. The following is the percentage of the Funds’ shares owned by TIAA as of May 31, 2012:

Fund	TIAA
Lifestyle Income		92	%
Lifestyle Conservative		84
Lifestyle Moderate		80
Lifestyle Growth		89
Lifestyle Aggressive Growth		91

Investments in other investment companies advised by Advisors are deemed to be affiliated investments. The Funds invest their assets in Institutional Class shares of the affiliated TIAA-CREF Funds. Information regarding transactions with affiliated companies is as follows:

Issue	Value at December 9, 2011*		Purchases cost		Sales proceeds		Realized gain (loss)		Dividend income		Value at May 31, 2012
Lifestyle Income
TIAA-CREF Bond	$	–	$	2,227,556	$	16,476	$	49	$	25,847	$	2,257,836
TIAA-CREF Bond Plus		–		2,220,865		19,778		68		32,764		2,255,725
TIAA-CREF Emerging Markets Equity		–		175,898		12,089		1,131		–		159,376
TIAA-CREF Enhanced International Equity Index		–		225,186		15,434		920		–		200,357
TIAA-CREF Enhanced Large-Cap Growth Index		–		147,073		9,875		743		–		145,307
TIAA-CREF Enhanced Large-Cap Value Index		–		145,132		9,809		576		–		140,011
TIAA-CREF Growth & Income		–		330,631		22,716		1,639		1,075		324,254
TIAA-CREF International Equity		–		340,599		43,753		4,708		–		299,413
TIAA-CREF Large-Cap Growth		–		398,217		27,172		1,951		–		388,265
TIAA-CREF Large-Cap Value		–		384,014		30,713		2,286		–		373,279
TIAA-CREF Mid-Cap Growth		–		29,597		2,778		196		–		28,522
TIAA-CREF Mid-Cap Value		–		29,290		2,299		138		–		28,581
TIAA-CREF Short-Term Bond		–		4,483,397		39,624		–		35,603		4,482,668
TIAA-CREF Small-Cap Equity		–		125,090		8,798		655		–		118,978
	$	–	$	11,262,545	$	261,314	$	15,060	$	95,289	$	11,202,572

42 2012 Annual Report § TIAA-CREF Lifestyle Funds

continued

Issue	Value at December 9, 2011*		Purchases cost		Sales proceeds		Realized gain (loss)			Dividend income		Value at May 31, 2012
Lifestyle Conservative
TIAA-CREF Bond	$	–	$	1,329,847	$	109,934	$	(634	)	$	13,739	$	1,243,794
TIAA-CREF Bond Plus		–		3,974,110		330,741		(1,842	)		52,179		3,726,989
TIAA-CREF Emerging Markets Equity		–		406,548		39,529		519			–		353,591
TIAA-CREF Enhanced International Equity Index		–		514,308		46,802		728			–		444,444
TIAA-CREF Enhanced Large-Cap Growth Index		–		339,228		33,338		939			–		321,666
TIAA-CREF Enhanced Large-Cap Value Index		–		334,444		32,978		667			–		310,067
TIAA-CREF Growth & Income		–		763,671		77,340		2,149			2,285		718,002
TIAA-CREF International Equity		–		748,118		82,113		5,504			–		663,840
TIAA-CREF Large-Cap Growth		–		921,355		94,409		2,727			–		859,601
TIAA-CREF Large-Cap Value		–		876,956		88,308		2,155			–		826,716
TIAA-CREF Mid-Cap Growth		–		67,222		7,321		183			–		63,129
TIAA-CREF Mid-Cap Value		–		66,980		6,714		120			–		63,329
TIAA-CREF Short-Term Bond		–		2,651,514		190,358		(556	)		18,991		2,480,542
TIAA-CREF Small-Cap Equity		–		286,407		27,182		577			–		263,426
	$	–	$	13,280,708	$	1,167,067	$	13,236		$	87,194	$	12,339,136
Lifestyle Moderate
TIAA-CREF Bond Plus	$	–	$	5,339,845	$	217,764	$	(243	)	$	70,797	$	5,236,196
TIAA-CREF Emerging Markets Equity		–		599,675		17,186		141			–		559,642
TIAA-CREF Enhanced International Equity Index		–		763,748		20,773		67			–		703,796
TIAA-CREF Enhanced Large-Cap Growth Index		–		500,637		13,931		(67	)		–		508,560
TIAA-CREF Enhanced Large-Cap Value Index		–		491,230		12,098		(89	)		–		490,136
TIAA-CREF Growth & Income		–		1,126,238		34,385		(187	)		3,580		1,135,408
TIAA-CREF International Equity		–		1,109,015		48,291		3,191			–		1,050,298
TIAA-CREF Large-Cap Growth		–		1,349,296		34,681		(76	)		–		1,358,395
TIAA-CREF Large-Cap Value		–		1,287,143		31,565		288			–		1,307,283
TIAA-CREF Mid-Cap Growth		–		98,574		3,415		84			–		99,705
TIAA-CREF Mid-Cap Value		–		98,077		2,252		9			–		100,050
TIAA-CREF Small-Cap Equity		–		423,603		11,078		(240	)		–		416,445
	$	–	$	13,187,081	$	447,419	$	2,878		$	74,377	$	12,965,914

TIAA-CREF Lifestyle Funds § 2012 Annual Report 43

Notes to financial statements

Issue	Value at December 9, 2011*		Purchases cost		Sales proceeds		Realized gain (loss)			Dividend income		Value at May 31, 2012
Lifestyle Growth
TIAA-CREF Bond Plus	$	–	$	2,463,993	$	167,626	$	545		$	35,251	$	2,353,777
TIAA-CREF Emerging Markets Equity		–		702,361		14,961		(832	)		–		660,944
TIAA-CREF Enhanced International Equity Index		–		903,540		25,607		(1,584	)		–		831,086
TIAA-CREF Enhanced Large-Cap Growth Index		–		589,671		14,925		(375	)		–		606,535
TIAA-CREF Enhanced Large-Cap Value Index		–		584,841		16,363		(408	)		–		585,339
TIAA-CREF Growth & Income		–		1,328,821		36,502		(811	)		4,799		1,355,207
TIAA-CREF International Equity		–		1,316,808		71,165		4,521			–		1,242,169
TIAA-CREF Large-Cap Growth		–		1,605,326		46,919		(1,148	)		–		1,623,310
TIAA-CREF Large-Cap Value		–		1,522,354		39,093		(1,057	)		–		1,558,962
TIAA-CREF Mid-Cap Growth		–		115,423		2,606		(79	)		–		119,329
TIAA-CREF Mid-Cap Value		–		116,524		3,324		(70	)		–		119,299
TIAA-CREF Small-Cap Equity		–		500,512		11,234		(442	)		–		497,068
	$	–	$	11,750,174	$	450,325	$	(1,740	)	$	40,050	$	11,553,025
Lifestyle Aggressive Growth
TIAA-CREF Emerging Markets Equity	$	–	$	848,315	$	4,866	$	(233	)	$	–	$	808,679
TIAA-CREF Enhanced International Equity Index		–		1,084,431		6,073		(314	)		–		1,017,986
TIAA-CREF Enhanced Large-Cap Growth Index		–		718,747		6,988		(264	)		–		750,159
TIAA-CREF Enhanced Large-Cap Value Index		–		711,001		8,039		(275	)		–		723,269
TIAA-CREF Growth & Income		–		1,619,494		19,336		(592	)		5,997		1,676,453
TIAA-CREF International Equity		–		1,599,714		73,074		6,600			–		1,518,553
TIAA-CREF Large-Cap Growth		–		1,944,077		21,554		(677	)		–		2,000,715
TIAA-CREF Large-Cap Value		–		1,854,218		19,538		(697	)		–		1,926,192
TIAA-CREF Mid-Cap Growth		–		141,320		1,840		(20	)		–		147,359
TIAA-CREF Mid-Cap Value		–		141,879		1,827		(55	)		–		147,432
TIAA-CREF Small-Cap Equity		–		612,426		6,660		(320	)		–		614,579
	$	–	$	11,275,622	$	169,795	$	3,153		$	5,997	$	11,331,376

* The Funds commenced operations on December 9, 2011

44 2012 Annual Report § TIAA-CREF Lifestyle Funds

continued

Note 4—investments

Net unrealized appreciation (depreciation): At May 31, 2012, net unrealized appreciation (depreciation) based on the aggregate cost of portfolio investments for federal income tax purposes, consisting of gross unrealized appreciation and gross unrealized depreciation, was as follows:

Fund	Tax cost		Gross unrealized appreciation		Gross unrealized (depreciation)			Net unrealized appreciation (depreciation)
Lifestyle Income		$11,016,924		$203,668		$ (18,020	)		$185,648
Lifestyle Conservative		12,132,515		252,026		(45,405	)		206,621
Lifestyle Moderate		12,746,605		295,160		(75,851	)		219,309
Lifestyle Growth		11,307,308		324,601		(78,884	)		245,717
Lifestyle Aggressive Growth		11,111,683		328,974		(109,281	)		219,693

Purchases and sales: Purchases and sales of securities (other than short-term instruments) for all of the Funds for the period ended May 31, 2012 were as follows:

Fund	Purchases	Sales
Lifestyle Income	$11,297,079	$   296,003
Lifestyle Conservative	13,994,489	1,879,893
Lifestyle Moderate	14,003,940	1,264,329
Lifestyle Growth	12,100,229	800,257
Lifestyle Aggressive Growth	11,275,622	169,795

Note 5—distributions to shareholders and other tax items

The tax character of distributions paid to shareholders during the period ended May 31, 2012 was as follows:

	5/31/2012
Fund	Ordinary income		Long-term capital gains		Total
Lifestyle Income		$47,972		$–		$47,972
Lifestyle Conservative		42,120		–		42,120
Lifestyle Moderate		34,801		–		34,801
Lifestyle Growth		2,514		–		2,514
Lifestyle Aggressive Growth		–		–		–

TIAA-CREF Lifestyle Funds § 2012 Annual Report 45

Notes to financial statements concluded

As of May 31, 2012, the components of accumulated earnings on a tax basis were as follows:

Fund	Undistributed ordinary income		Unrealized appreciation (depreciation)		Post- October loss			Total
Lifestyle Income		$47,550		$185,648	$	—		$	233,198
Lifestyle Conservative		46,502		206,621		—			253,123
Lifestyle Moderate		29,910		219,310		—			249,220
Lifestyle Growth		28,027		245,716		—			273,743
Lifestyle Aggressive Growth		4,356		219,693		(9,296	)		214,753

The difference between book basis and tax basis net investment income, net realized gains and losses, and unrealized appreciation and depreciation is attributable primarily to the tax deferral of losses on wash sales, and the treatment of short term gain as ordinary income for tax purposes.

Note 6—indemnification

In the normal course of business, each Fund enters into contracts that contain a variety of representations and warranties and that provide general indemnities. A Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims against the Fund that have not yet occurred. Also, under the Funds’ organizational documents, the trustees and officers of the Funds are indemnified against certain liabilities that may arise out of their duties to the Funds. However, based on experience, the Funds expect the risk of loss due to these warranties and indemnities to be unlikely.

Note 7—subsequent event

Beginning June 26, 2012, the Funds will participate in a $1.5 billion unsecured revolving credit facility that can be used for temporary purposes, including, without limitation, the funding of shareholder redemptions. Certain affiliated accounts and mutual funds, each of which is managed by Advisors, or an affiliate of Advisors, also participate in this facility. An annual commitment fee for the credit facility is borne by the participating accounts and mutual funds on a pro rata basis. Interest associated with any borrowing under the facility is charged to the borrowing funds at a specified rate of interest. The Funds are not liable for borrowings under the facility by other affiliated accounts or mutual funds.

46 2012 Annual Report ▪ TIAA-CREF Lifestyle Funds

Report of independent registered
public accounting firm

To the Board of Trustees and Shareholders of the
Lifestyle Funds of the TIAA-CREF Funds:

In our opinion, the accompanying statements of assets and liabilities, including the portfolios 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 the Lifestyle Income Fund, Lifestyle Conservative Fund, Lifestyle Moderate Fund, Lifestyle Growth Fund and Lifestyle Aggressive Growth Fund (constituting the Lifestyle Funds of the TIAA-CREF Funds, hereafter referred to as the “Funds”), at May 31, 2012, the results of each of their operations for the period then ended and the changes in each of their net assets and the financial highlights for the period 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 Funds’ management; our responsibility is to express an opinion on these financial 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 presentation. We believe that our audits, which included confirmation of securities at May 31, 2012 by correspondence with the transfer agent, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

July 18, 2012

TIAA-CREF Lifestyle Funds ▪ 2012 Annual Report 47

Trustees and officers (unaudited)

TIAA-CREF Lifestyle Funds § May 31, 2012

Disinterested trustees
Name, address and date of birth (“DOB”)	Position(s) held with fund	Term of office and length of time served	Principal occupation(s) during past 5 years	Number of portfolios in fund complex overseen by Trustee	Other directorship(s) held by trustee
Forrest Berkley c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 4/25/54	Trustee	Indefinite term. Trustee since 2006.	Retired Partner (since 2006), Former Partner (1990–2005) and Head of Global Product Management (2003–2005), GMO (formerly, Grantham, Mayo, Van Otterloo & Co.) (investment management); and member of asset allocation portfolio management team, GMO (2003–2005).	77	Director of GMO; Director, the Maine Coast Heritage Trust; Investment Committee member, Maine Community Foundation and the Elmina B. Sewall Foundation.
Nancy A. Eckl c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/6/62	Trustee	Indefinite term. Trustee since 2007.	Former Vice President (1990–2006), American Beacon Advisors, Inc., and Vice President of certain funds advised by American Beacon Advisors, Inc.	77	Independent Director, The Lazard Funds, Inc., Lazard Retirement Series, Inc., Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend & Income Fund, Inc.; Independent Member of the Boards of Lazard Alternative Strategies Fund, LLC and Lazard Alternative Strategies 1099 Fund.
Michael A. Forrester c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 11/05/67	Trustee	Indefinite term. Trustee since 2007.	Chief Operating Officer, Copper Rock Capital Partners, LLC (since 2007); Chief Operating Officer, DDJ Capital Management (2003–2006).	77	Director of Copper Rock Capital Partners, LLC (investment adviser).

48 2012 Annual Report § TIAA-CREF Lifestyle Funds

Howell E. Jackson c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/4/54	Trustee	Indefinite term. Trustee since 2005.	James S. Reid, Jr. Professor of Law (since 2004), Senior Advisor to the President and Provost (since 2010), Acting Dean (2009), Vice Dean for Budget (2003–2006) and on the faculty (since 1989) of Harvard Law School.	77	Director, D2D Fund.
Nancy L. Jacob c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/15/43	Trustee	Indefinite term. Trustee since 1999.	Former President and Founder (2006–2012) of NLJ Advisors, Inc. (investment adviser); President and Managing Principal, Windermere Investment Associates (1997–2006).	77	None
Thomas J. Kenny c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 3/27/63	Trustee	Indefinite term. Trustee since 2011.	Former Partner (2004–2010) and Managing Director (2002–2010), Goldman Sachs Asset Management.	77	Investment committee member, College of Mount Saint Vincent; Member, United States Olympics Paralympics Advisory Committee, University of California at Santa Barbara Arts and Lectures Advisory Council; Trustee and Treasurer, Crane County Day School.
Bridget A. Macaskill c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 8/5/48	Trustee	Indefinite term. Trustee since 2003.	Chief Executive Officer (since 2010), President and Chief Operating Officer (since 2009), First Eagle Investment Management; Principal, BAM Consulting LLC (2003–2009); Independent Consultant for Merrill Lynch (2003–2009).	77	Director, Arnhold and S. Bleichroeder Holdings; First Eagle Investment Management; American Legacy Foundation (Investment Committee); University of Edinburgh (Campaign Board); and North Shore Land Alliance.
James M. Poterba c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 7/13/58	Trustee	Indefinite term. Trustee since 2006.	President and Chief Executive Officer, National Bureau of Economic Research (“NBER”) (since 2008); Mitsui Professor of Economics, Massachusetts Institute of Technology (“MIT”) (since 1996), Former Head (2006–2008) and Associate Head (1994–2000 and 2001–2006), Economics Department of MIT; and Former Program Director, NBER (1990–2008).	77	Director, The Alfred P. Sloan Foundation and National Bureau of Economic Research; Member, Congressional Budget Office Panel of Economic Advisers.

TIAA-CREF Lifestyle Funds § 2012 Annual Report 49

Trustees and officers (unaudited)	continued
TIAA-CREF Lifestyle Funds § May 31, 2012

Disinterested trustees — concluded
Name, address and date of birth (“DOB”)	Position(s) held with fund	Term of office and length of time served	Principal occupation(s) during past 5 years	Number of portfolios in fund complex overseen by Trustee	Other directorship(s) held by trustee
Maceo K. Sloan c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/18/49	Chairman of the Board and Trustee	Indefinite term as Trustee; Chairman for term ending December 31, 2012. Trustee since 1999. Chairman since 2009.	Chairman, President and Chief Executive Officer, Sloan Financial Group, Inc. (since 1991); Chairman, Chief Executive Officer and Chief Investment Officer, NCM Capital Management Group, Inc. (since 1991); Chairman and Chief Executive Officer and Chief Investment Officer, NCM Capital Advisers Inc. (since 2003); and Chairman, President and Principal Executive Officer, NCM Capital Investment Trust (since 2007).	77	Director, SCANA Corporation (energy holding company) and NCM Capital Investment Trust; Member, Duke Children’s Hospital and Health Center National Board of Advisors.
Laura T. Starks c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 2/17/50	Trustee	Indefinite term. Trustee since 2006.	Associate Dean for Research (since 2011), McCombs School of Business, University of Texas at Austin (“McCombs”), and Director, AIM Investment Center at McCombs (since 2000). Charles E. and Sarah M. Seay Regents Chair in Finance (since 2002); Professor, University of Texas at Austin (since 1987). Former Chairman, Department of Finance, University of Texas at Austin (2002–2011).	77	Member of the Governing Council, Independent Directors Council (an association for mutual fund directors), and Investment Advisory Committee, Employees Retirement System of Texas.

50 2012 Annual Report § TIAA-CREF Lifestyle Funds

Executive Officers
Name, address and date of birth (“DOB”)	Position(s) held with fund	Term of office and length of time served	Principal occupation(s) during past 5 years
Brandon Becker TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/19/54	Executive Vice President and Chief Legal Officer	One year term. Executive Vice President and Chief Legal Officer since 2009.	Executive Vice President and Chief Legal Officer of Teachers Insurance and Annuity Association of America (“TIAA”), and College Retirement Equities Fund (“CREF”), TIAA Separate Account VA-1, TIAA-CREF Funds, and TIAA-CREF Life Funds (collectively, the “TIAA-CREF Fund Complex”) (since 2009). Former Partner, Wilmer Cutler Pickering Hale & Dorr LLP (1996–2009).
Richard S. Biegen TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 5/8/62	Chief Compliance Officer	One-year term. Vice President and Chief Compliance Officer since 2008.	Chief Compliance Officer of the TIAA-CREF Fund Complex and TIAA Separate Accounts VA-1 and VA-3 (since 2008). Vice President, Senior Compliance Officer (2008–2011) and Managing Director, Senior Compliance Officer (since 2011) of Asset Management Compliance of TIAA. Chief Compliance Officer of TIAA-CREF Investment Management, LLC (“Investment Management”) (since 2008). Former Chief Compliance Officer (2008), Vice President, Senior Compliance Officer (2008–2011) and Managing Director, Senior Compliance Officer (since 2011) of Teachers Advisors, Inc. (“Advisors”). Managing Director and Senior Compliance Officer of TIAA-CREF Alternatives Advisors, LLC. (“TCAA”) (since 2011). Managing Director and Senior Compliance Officer of TIAA-CREF Alternatives Services, LLC (“TCAS”) (since 2011). Former Managing Director/Director of Global Compliance, AIG Investments (2000–2008).
Roger W. Ferguson, Jr. TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 10/28/51	President and Principal Executive Officer	One-year term. President and Principal Executive Officer since 2012.	Principal Executive Officer and President of the TIAA-CREF Funds and TIAA-CREF Life Funds since 2012. President and Chief Executive Officer of TIAA, CREF and TIAA Separate Account VA-1 (since 2008). Director of Covariance Capital Management, Inc. (“Covariance”) (since 2010). Former Chairman, Head of Financial Services and Member of the Executive Committee, Swiss Re America Holding Corporation (2006–2008); Vice Chairman and Member of the Board of Governors of the United States Federal Reserve System (1997–2006).

TIAA-CREF Lifestyle Funds§2012 Annual Report 51

Trustees and officers (unaudited)	concluded
TIAA-CREF Lifestyle Funds § May 31, 2012

Executive officers — continued
Name, address and date of birth (“DOB”)	Position(s) held with fund	Term of office and length of time served	Principal occupation(s) during past 5 years
Eugene Flood, Jr. TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 10/31/55	Executive Vice President	One-year term. Executive Vice President since 2011.	Executive Vice President, President of Diversified Financial Services of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2011). President, Chief Executive Officer, Manager and Chairman of TIAA-CREF Redwood, LLC (“Redwood”) (since 2011). Director and Chairman of Covariance (since 2011). Manager and Chairman of Kaspick & Company LLC (since 2011). Director and Chairman of TIAA-CREF Life Insurance Company (“T-C Life”) (since 2011). Former President and Chief Executive Officer (2000–2010) and Director (1994–2010), Smith Breeden Associates, Inc., an investment adviser. Former Trustee of the TIAA-CREF Fund Complex (2005–2011). Dean’s Advisory Committee, Massachusetts Institute of Technology’s Sloan School of Management (since 2000).
Phillip G. Goff TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 11/22/63	Principal Financial Officer, Principal Accounting Officer and	One-year term. Principal Financial Officer, Principal Accounting Officer and Treasurer since 2007.	Treasurer of CREF (since 2008); Principal Financial Officer, Principal Accounting Officer and Treasurer of the TIAA-CREF Funds and TIAA-CREF Life Funds (since 2007) and Chief Financial Officer and Principal Accounting Officer (since 2009) and Treasurer (since 2008) of TIAA Separate Account VA-1. Senior Vice President (since 2010) and Funds Treasurer (since 2006) of TIAA. Director of Advisors (since 2008). Director of TIAA-CREF Asset Management (“TCAM”) (since 2011). Senior Vice President (since 2010) and Funds Treasurer (since 2007) of Advisors and Investment Management. Assistant Treasurer of T-C Life (since 2012). Director of TIAA-CREF Trust Treasurer Company, FSB (“Trust”) (since 2008). Senior Vice President and Funds Treasurer of TCAA (since 2011). Senior Vice President and Funds Treasurer of TCAS (since 2011).

52 2012 Annual Report § TIAA-CREF Lifestyle Funds

Stephen Gruppo TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 9/25/59	Executive Vice President	One-year term. Executive Vice President since 2009.	Executive Vice President, Head of Risk Management of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2009). Executive Vice President, Risk Management (since 2009), Senior Managing Director of Advisors and Investment Management (2006–2009) and Head of Credit Risk Management of Advisors and Investment Management (2005–2006). Former Senior Managing Director, Acting Head of Risk Management of TIAA and Senior Managing Director of the TIAA-CREF Fund Complex (2008–2009). Executive Vice President, Risk Management of TCAA (since 2011). Executive Vice President, Risk Management of TCAS (since 2011). Former Senior Managing Director, Chief Credit Risk Officer (2004–2008) of TIAA. Former Director of T-C Life (2006–2008). Former Director of TPIS, Advisors and Investment Management (2008).
Ronald R. Pressman TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 4/11/58	Executive Vice President	One-year term. Executive Vice President since 2012.	Executive Vice President and Chief Operating Officer (since 2012) of TIAA, and Executive Vice President of the TIAA-CREF Funds Complex (since 2012). Former President and Chief Executive Officer of General Electric Capital Real Estate (2007–2011).
Phillip T. Rollock TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/31/62	Senior Vice President and Corporate Secretary	One-year term. Senior Vice President and Corporate Secretary since 2012.	Senior Vice President and Corporate Secretary of TIAA and the TIAA-CREF Fund Complex (since 2012). Former Managing Director, Retirement and Individual Financial Services (2010–2012) and Vice President, Product Development and Management, Institutional Client Services (2006–2010) of TIAA.
Edward D. Van Dolsen TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 4/21/58	Executive Vice President	One-year term. Executive Vice President since 2006.	Executive Vice President, President of Retirement and Individual Services (since 2011) of TIAA, and Executive Vice President (since 2008) of the TIAA-CREF Fund Complex. Former Chief Operating Officer (2010–2011), Executive Vice President, Product Development and Management (2009–2010), Executive Vice President, Institutional Client Services (2006–2009), Executive Vice President, Product Management (2005–2006), and Senior Vice President, Pension Products (2003–2005) of TIAA. Director of Covariance (since 2010). Director (since 2007), Chairman and President (since 2012) of TCT Holdings, Inc. Former Director (2007–2011) and Former Executive Vice President (2008–2010) of TCAM. Manager (since 2006), Former President and CEO (2006–2010) of Redwood. Former Director of Tuition Financing (2008–2009) and Former Executive Vice President of T-C Life (2009–2010).
Constance K. Weaver TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 9/26/52	Executive Vice President	One-year term. Executive Vice President since 2010.	Executive Vice President, Chief Marketing Officer of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2010); Former Chief Communications Officer of TIAA (2010–2011). Former Senior Vice President, The Hartford Financial Services Group, Inc. (2008–2010). Former Executive Vice President and Chief Marketing Officer, BearingPoint (2005–2008).
Please note that the Funds’ Statement of Additional Information (SAI) includes information about the Funds’ trustees and is available, without charge, through our website, tiaa-cref.org or by telephone at 800 223–1200.

TIAA-CREF Lifestyle Funds § 2012 Annual Report 53

Approval of investment
management agreement (unaudited)

Board approval of the investment management agreement for the TIAA-CREF Lifestyle Funds

Among its other duties, the Board of Trustees (the “Board” or the “Trustees”) of the TIAA-CREF Funds (the “Trust”) is responsible for determining whether to initially approve and subsequently annually renew the investment management agreement (the “Agreement”) between Teachers Advisors, Inc. (“TAI”) and the Trust on behalf of each of the series of the TIAA-CREF Lifestyle Funds (the “Funds”). Under the Agreement, TAI is responsible for providing investment advisory services and overseeing the everyday operations and other service providers of the Funds.

Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”) requires that, after an initial period of up to two years, the Agreement for each Fund will remain in effect only if the Board, including a majority of those Trustees who have no direct or indirect interest in the Agreement, and who are not “interested persons” of the Trust, as that term is defined in the 1940 Act, annually renews that Agreement. All of the Trustees are deemed to be independent persons for this purpose.

Overview of the approval process

The Board held a meeting on December 6, 2011, at which it considered the initial approval of the Agreement with respect to each Fund using its previously-established process. As part of this process, the Board delegated certain tasks to its Operations Committee. Among these tasks, the Operations Committee worked with TAI and legal counsel to the Trustees to develop guidelines and specific requests relating to the types of information to be provided to the Committee and to the Board in connection with the proposed contract approvals, and then helped evaluate the information provided in response to those guidelines. The Operations Committee reviewed such guidelines and requests in consultation with TAI representatives and input from other Trustees, legal counsel to the Trustees and legal counsel to TAI and the Funds, and then evaluated the information produced in accordance with those guidelines and requests.

Among other matters, the Operations Committee, following its consultations with others as noted above, confirmed or established various guidelines regarding the preparation of reports to be provided to the Board with respect to each Fund by the Global Fiduciary Review unit of Lipper, Inc. (“Lipper”). Lipper is an independent provider of investment company data that is widely recognized as a leading source of independent data used by independent directors and trustees of investment companies during their advisory contract review processes.

Based on guidelines provided by the Operations Committee on behalf of the Board, Lipper produced, among other information, extensive expense comparison data regarding each Fund, including data relating to each Fund’s proposed management fee rates and projected total expense ratios. Lipper also compared certain of this data for each Fund against a universe of investment companies and against a more selective peer group of mutual funds with similar investment objectives and strategies

54 2012 Annual Report § TIAA-CREF Lifestyle Funds

(as applicable), each of which was selected by Lipper. In each case, Lipper summarized the methodologies employed by it to provide the data contained in its reports. In addition, Lipper represented to the Board that its reports were designed specifically to provide the Board with the fee and expense information that is necessary to help the Board satisfy its duties under Section 15(c) of the 1940 Act. Lipper also represented that it (and not TAI) had identified the selected comparative peer groups and universes and that it did so in a manner that was not intended to produce biased results for its clients.

In advance of the Board meeting held on December 6, 2011, legal counsel for the Trustees requested on behalf of the Board, and TAI provided, extensive information that was designed to assist the Board in its consideration of whether to approve the Agreement for each Fund. In addition to the data provided by Lipper as described above, this information included, but was not limited to, the following: (1) a description of any proposed fee waiver or expense reimbursement arrangements; (2) a comparison of each Fund’s proposed fee rate under the Agreement to the fee rates of any other comparable accounts managed by TAI or its affiliates; (3) any “fall-out” benefits that were identified as reasonably likely to accrue to TAI or its affiliates due to their relationship with the Funds aside from TAI’s direct fee payments pursuant to the Agreement; (4) information regarding TAI’s financial resources, senior professional personnel, overall staffing levels, portfolio manager compensation arrangements, business continuity plans, insurance coverage, compliance programs, any material pending litigation or compliance issues, portfolio trading and best execution practices, and any potential conflicts of interest identified by TAI in connection with rendering services to the Funds; (5) information as to any profits projected to be earned by TAI in connection with its services pursuant to the Agreement; (6) a copy of the Agreement and certain related service agreements between the Funds and affiliates of TAI; (7) a copy of TAI’s SEC Form ADV registration statement (which was presented only to legal counsel for the Trustees); and (8) a proposed narrative explanation of reasons why the Board should approve the Agreement.

In considering whether to approve the Agreement with respect to each Fund, the Board, with assistance from its Operations Committee, reviewed various factors with respect to the Fund, including: (1) the nature, extent and quality of services to be provided by TAI to the Fund; (2) the costs of the services to be provided to the Fund and the potential profits to be realized (if any) by TAI and its affiliates from their relationship with the Fund; (3) the extent to which economies of scale are anticipated to be realized as the Fund grows; (4) whether the fee schedule set forth in the Agreement reflects any such economies of scale for the benefit of Fund investors; (5) comparisons of services and proposed fee rates with any contracts entered into by TAI with other clients to whom TAI provides comparable services; and (6) any other benefits anticipated to be derived by TAI or its affiliates from their relationship with the Fund. As a general matter, the Board viewed these factors in their totality, with no single factor being the principal factor in determining whether to approve the Agreement.

TIAA-CREF Lifestyle Funds § 2012 Annual Report 55

Approval of investment
management agreement (unaudited)

In reaching its decisions regarding the approval of the Agreement for each Fund, the Board took into account the information described above, other information provided to the Board in connection with this process, and relevant information provided to the Board and to its Committees on an ongoing basis in connection with the Board’s general oversight duties with respect to the Trust. In addition, the Board received and considered information from its legal counsel as to certain relevant guidelines that relate to the approval process under Section 15(c) of the 1940 Act and certain other legal authorities.

The Board received and considered Fund-specific information and made its approval determinations on a Fund-by-Fund basis. In deciding whether to approve the Agreement for each Fund, each Trustee may have accorded different weight to different factors, and thus, each Trustee may have had a different basis for his or her ultimate decision to vote to approve the Agreement for each Fund. At its meeting on December 6, 2011, the Board voted unanimously to approve the Agreement for each Fund. Set forth below are certain general factors the Board considered for all of the Funds, followed by a summary of certain specific factors the Board considered for each particular Fund.

The nature, extent and quality of services

The Board considered that TAI is an experienced investment adviser that has managed the existing series of the TIAA-CREF Fund Complex, such as the College Retirement Equities Fund (“CREF”), the TIAA-CREF Life Funds and the other series of the Trust, for many years. Under the Agreement, TAI is responsible for, among other duties: managing the assets of the Funds (which are funds of funds that invest their assets in the securities of other investment companies managed by TAI, referred to as “underlying funds”), including selecting underlying funds and allocating the Funds’ assets among the underlying funds, conducting research, recommending investments and placing orders to buy and sell securities for the Funds’ investment portfolios; active daily monitoring of the Funds’ investment portfolios by various personnel with specific responsibility for the particular types of investments in question; reporting on the investment performance of the Funds to the Board on a regular basis; and carrying out, or overseeing the provision of, various administrative services to the Funds. The Board considered that TAI has carried out these responsibilities in a competent and professional manner with respect to its duties to the existing series of the Trust and other funds and accounts within the TIAA-CREF Fund Complex.

In addition, the Board considered the nature and quality of non-portfolio management services to be provided by TAI and its affiliates. In this regard, the Board considered its ongoing review of the performance of certain affiliated and unaffiliated service providers, including the quality of services provided by those firms and TAI’s oversight of those service providers and the outsourcing of certain services to other firms.

56 2012 Annual Report § TIAA-CREF Lifestyle Funds

continued

Cost and profitability

The Board considered projected financial and profitability data relating to TAI with respect to the Funds. The Board considered TAI’s projected profit/loss calculations with respect to its services to each Fund both before and after taking into account the costs incurred directly or indirectly by TAI in connection with the distribution of shares of the Funds. The Board also noted TAI’s proposed reimbursements of certain of the Funds’ expenses. The Board acknowledged the reasonableness of having management fee rates which permit TAI to maintain and improve the quality of services provided to the Funds. The Board also acknowledged certain permanent and temporary waivers of management fees and reimbursements of expenses above specified amounts of TIAA-CREF Funds that will be used as underlying investments for the Funds which would reduce the Funds’ expenses. The Board considered that TAI was not projected to earn profits with respect to the Funds under the Agreement for the foreseeable future.

During its review of TAI’s potential profitability, the Board noted its ongoing efforts to examine the level of personnel and other resources available to TAI for its portfolio management functions so as to assess whether sufficient resources are being devoted to these functions.

Fees charged by other advisers

The Board considered information regarding fees paid to other advisers for managing similar funds, as analyzed by Lipper. The Board determined that the proposed management fee rates for a Fund under the Agreement were lower than the management fee rates charged by many or most comparable mutual funds. In this connection, the Board also considered the inherent limitations of such comparisons in light of uncertainty as to how the fees of such similar mutual funds are set and potentially material differences between a Fund and its comparable mutual funds. Additionally, the Board also considered the potential limitations of such comparisons due to the fact that, in many instances, Lipper based its comparisons on financial data relating to fiscal periods that differed from the period for which the Fund’s projected data was derived. Based on all factors considered, the Board concluded that the proposed management fee rates under the Agreement with respect to each Fund were within an acceptable range in relation to those charged by appropriate groups of comparable mutual funds.

Economies of scale

The Board considered whether TAI is anticipated to experience economies of scale in connection with the operation of each Fund. The Board considered that, because TAI projected that it would operate each of the Funds at a loss, there would be little opportunity to pass economies of scale on to Fund shareholders. Based on all factors considered, the Board concluded that the Funds’ proposed management fee schedules were within an acceptable range in light of current economies of scale considerations and current asset levels.

TIAA-CREF Lifestyle Funds § 2012 Annual Report 57

Approval of investment
management agreement (unaudited)

Fee comparison with other TAI clients

The Board considered that TAI and its affiliates provide similar investment management services to other investment companies. The Board considered that TAI and its affiliates provide fund-of-funds management services to the Lifecycle Funds, with an annual management fee of 0.10% of average daily net assets that is currently being entirely waived or reimbursed by TAI, the Lifecycle Index Funds, which also have an annual management fee of 0.10%, with partial, voluntary waivers for some of these funds, and the TIAA-CREF Managed Allocation Fund, for which it receives no management fee. TAI also manages other asset allocation products, such as education savings plans (529 plans).

Other benefits

The Board also considered additional benefits to the Funds and to TAI and its affiliates potentially arising from the Agreement. For example, TAI is willing to waive fees and make expense reimbursements to the Funds and to certain of the underlying funds in which they invest. In addition, TAI and its affiliates may benefit from the advisory relationship with the Funds to the extent that this relationship results in potential investors viewing the TIAA-CREF group of companies as a leading retirement plan provider in the academic and nonprofit markets and as a single source for all their financial service needs. TAI may also benefit from the Funds’ investment in underlying funds that are also managed by TAI.

Fund-by-fund factors

The Board considered the following specific factors (among others) in connection with its determination to approve the Agreement with respect to each Fund. If a Fund is described in the following discussions as being in the “1st” quintile, it is in the best of five groups (that is, the group has the best performance or the lowest expenses, as the case may be). References below to quintiles are based on data provided to the Board in the reports prepared by Lipper. The specific management fee and expense factors outlined below are based on the Retirement Class shares of each Fund. Because the Retirement Class generally has different non-management expenses than the Institutional, Premier and Retail Classes of these Funds, the expenses and performance of these other Classes will differ from the expenses and performance shown for the Retirement Class.

Lifestyle Aggressive Growth Fund

• The Fund’s proposed annual contractual management fee is 0.10% of average daily net assets.

• The Fund’s proposed management fees and projected total expenses are in the 1st quintile of the group of comparable funds selected by Lipper for expense comparison purposes (“Expense Group”) and the Fund’s projected total expenses are in the 1st quintile of the universe of comparable funds identified by Lipper for expense comparison purposes (“Expense Universe”).

58 2012 Annual Report § TIAA-CREF Lifestyle Funds

concluded

Lifestyle Growth Fund
•	The Fund’s proposed annual contractual management fee is 0.10% of average daily net assets.
•	The Fund’s proposed management fees and projected total expenses are in the 1st quintile of the Fund’s Expense Group and the Fund’s projected total expenses are in the 1st quintile of the Fund’s Expense Universe.
Lifestyle Moderate Fund
•	The Fund’s proposed annual contractual management fee is 0.10% of average daily net assets.
•	The Fund’s proposed management fees and projected total expenses are in the 1st quintile of the Fund’s Expense Group and the Fund’s projected total expenses are in the 1st quintile of the Fund’s Expense Universe.
Lifestyle Conservative Fund
•	The Fund’s proposed annual contractual management fee is 0.10% of average daily net assets.
•	The Fund’s proposed management fees and projected total expenses are in the 1st quintile of the Fund’s Expense Group and the Fund’s projected total expenses are in the 1st quintile of the Fund’s Expense Universe.
Lifestyle Income Fund
•	The Fund’s proposed annual contractual management fee is 0.10% of average daily net assets.
•	The Fund’s proposed management fees and projected total expenses are in the 2nd and 1st quintiles of the Fund’s Expense Group, respectively, and the Fund’s projected total expenses are in the 1st quintile of the Fund’s Expense Universe.

Based primarily on the foregoing factors and considerations, the Board approved the Agreement for each Fund.

TIAA-CREF Lifestyle Funds § 2012 Annual Report 59

Important tax information (unaudited)

For the period ended May 31, 2012, the Lifestyle Funds designate the following percentages (or the maximum amount allowable) of ordinary income dividends paid as qualifying for the maximum tax rate of 15% as provided by the Jobs and Growth Tax Relief and Reconciliation Act of 2003.

Fund	Percentage
Lifestyle Income		1.12	%
Lifestyle Conservative		2.57	%
Lifestyle Moderate		5.49	%
Lifestyle Growth		15.62	%

For the period ended May 31, 2012, the Lifestyle Funds designate the following percentages (or the maximum amount allowable) of ordinary income dividends paid as qualifying for the corporate dividends received deduction.

Fund	Percentage
Lifestyle Income		1.12	%
Lifestyle Conservative		2.57	%
Lifestyle Moderate		5.49	%
Lifestyle Growth		15.62	%

The information and distributions reported herein may differ from the information and distributions reported to shareholders for the calendar year ending December 31, 2012, which will be reported in conjunction with your 2012 Form 1099-DIV.

By early 2013, shareholders should receive their Form 1099-DIV and a tax information letter from the Funds. For your specific situation, we recommend that you consult a professional tax advisor.

60 2012 Annual Report § TIAA-CREF Lifestyle Funds

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How to reach us

TIAA-CREF website

tiaa-cref.org

24 hours a day, 7 days a week

Automated telephone service

800 842-2252

24 hours a day, 7 days a week

For the hearing- or speech-impaired

800 842-2755

8 a.m. to 10 p.m. ET, Monday–Friday

9 a.m. to 6 p.m. ET, Saturday

You should carefully consider the investment objectives, risks, charges and expenses of any fund before investing. For a prospectus that contains this and other important information, please visit tiaa-cref.org, or call 800 842-2252 for the Institutional, Retirement and Premier classes or 800 223-1200 for the Retail Class. Please read the prospectus carefully before investing. Investment, insurance

and annuity products are not FDIC insured, are not bank guaranteed, are not bank deposits, are not insured by any federal government agency, are not a condition to any banking service or activity, and may lose value.

TIAA-CREF Individual & Institutional Services, LLC, and Teachers Personal Investors Services, Inc., members FINRA, distribute securities products.

©2012 Teachers Insurance and Annuity Association—College Retirement Equities Fund (TIAA-CREF), 730 Third Avenue, New York, NY 10017-3206.

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Item 2. Code of Ethics.

2(a) The Board of Trustees of the TIAA-CREF Funds (the “Registrant”) has adopted a code of ethics for senior financial officers, including the Registrant’s principal executive officer, principal financial officer, principal accounting officer, or controller, and persons performing similar functions, in conformity with rules promulgated under the Sarbanes-Oxley Act of 2002.

2(b) No response required.

2(c) During the reporting period, there were no amendments to the code of ethics.

2(d) During the reporting period, there were no implicit or explicit waivers granted by the Registrant from any provision of the code of ethics.

2(e) Not applicable.

2(f) A copy of the current code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert.

3(a)(1) The Registrant’s Board of Trustees has determined that the Registrant has at least one audit committee financial expert serving on its Audit and Compliance Committee.

3(a)(2) Nancy A. Eckl is the Registrant’s audit committee financial expert and is “independent” for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

          PricewaterhouseCoopers LLP (“PwC”) performs independent audits of the Registrant’s financial statements. To maintain auditor independence and avoid even the appearance of conflicts of interest, the Registrant, as a policy, does not engage PwC for management advisory or consulting services.

4(a) Audit Fees.

For the fiscal years ended May 31, 2012 and May 31, 2011, PwC’s aggregate fees for the audit of the Registrant’s annual financial statements were $294,000 and $231,161, respectively.

4(b) Audit Related Fees.

For the fiscal years ended May 31, 2012 and May 31, 2011, PwC’s aggregate fees for services related to the performance of the audit of the Registrant’s annual financial statements were $0 and $0, respectively.

For the year ended December 31, 2011, the Audit-Related Fees billed by PwC to Teachers Advisors, Inc. (“Advisors”) or to any entity controlling, controlled by or under common control with Advisors that provides ongoing services to the Registrant (collectively, “Fund Service Providers”) were $0.

4(c) Tax Fees.

For the fiscal years ended May 31, 2012 and May 31, 2011, PwC’s aggregate fees for tax services billed to the Registrant were $268,900 and $142,600, respectively.

For the year ended December 31, 2011, the Tax Fees billed by PwC to the Fund Service Providers was $0.

4(d) All Other Fees.

For the fiscal years ended May 31, 2012 and May 31, 2011, PwC’s aggregate fees for all other services to the Registrant were $3,500 and $0, respectively.

For the year ended December 31, 2011, the Other Fees billed by PwC to the Fund Service Providers was $0.

4(e)(1) Preapproval Policy.

          The Registrant’s audit and compliance committee (“Audit Committee”) has adopted a Preapproval Policy for External Audit Firm Services (the “Policy”). The Policy describes the types of services that may be provided by the independent auditor to the Registrant and certain of its affiliates without impairing the auditor’s independence. Under the Policy, the

Audit Committee is required to preapprove all services to be performed by the Registrant’s independent auditor in order to ensure that such services do not impair the auditor’s independence.

          The Policy requires the Audit Committee to: (i) appoint the independent auditor to perform the financial statements audit for the Registrant and certain of its affiliates, including approving the terms of the engagement, and (ii) preapprove the audit, audit-related, tax and other services to be provided by the independent auditor to the Registrant and certain of its affiliates and the fees to be charged for provision of such services from year to year.

4(e)(2) Services provided pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (the “de minimis exception”):

Audit-Related Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended May 31, 2012 and May 31, 2011 on behalf of the Registrant.

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended May 31, 2012 and May 31, 2011 on behalf of the Fund service providers that relate directly to the operations and financial reporting of the Registrant.

Tax Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended May 31, 2012 and May 31, 2011 on behalf of the Registrant.

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended May 31, 2012 and May 31, 2011 on behalf of the Fund service providers that relate directly to the operations and financial reporting of the Registrant.

All Other Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended May 31, 2012 and May 31, 2011 on behalf of the Registrant.

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended May 31, 2012 and May 31, 2011 on behalf of the Fund service providers that relate directly to the operations and financial reporting of the Registrant.

4(f) The percentage of hours expended by PwC’s engagement to audit the Registrant’s financial statements for the most recent fiscal year attributable to work performed by persons other than PwC’s full-time, permanent employees was less than 50%.

4(g) Non-Audit Fees for Related Entities.

For the fiscal years ended May 31, 2012 and May 31, 2011, aggregate non-audit fees billed to the Registrant and to its Fund Service Providers by PwC was $261,313 and $169,303, respectively.

4(h) The Registrant’s Audit Committee has considered whether the non-audit services that were rendered by PwC to the Registrant’s Fund Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X are compatible with maintaining PwC’s independence.

Item 5. Audit Committee of Listed Registrants.

Not Applicable.

Item 6. Schedule of Investments.

TIAA-CREF LIFECYCLE FUNDS – Lifecycle Retirement Income Fund

TIAA-CREF LIFECYCLE FUNDS
LIFECYCLE RETIREMENT INCOME FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.6%(a)
FIXED INCOME - 40.2%
5,324,837	TIAA-CREF Bond Fund	$	56,869,254
68,370	TIAA-CREF Bond Plus Fund		728,144
73,810	TIAA-CREF High-Yield Fund		727,029
	TOTAL FIXED INCOME		58,324,427
INFLATION-PROTECTED ASSETS - 10.1%
1,172,094	TIAA-CREF Inflation-Linked Bond Fund		14,662,899
	TOTAL INFLATION-PROTECTED ASSETS		14,662,899
INTERNATIONAL EQUITY - 10.8%
402,443	TIAA-CREF Emerging Markets Equity Fund		3,734,673
880,330	TIAA-CREF Enhanced International Equity Index Fund		5,229,161
154,103	TIAA-CREF Global Natural Resources Fund		1,413,126
685,582	TIAA-CREF International Equity Fund		5,203,568
	TOTAL INTERNATIONAL EQUITY		15,580,528
SHORT-TERM FIXED INCOME - 10.0%
1,396,003	TIAA-CREF Short-Term Bond Fund		14,532,392
	TOTAL SHORT-TERM FIXED INCOME		14,532,392
U.S. EQUITY - 28.5%
844,199	TIAA-CREF Enhanced Large-Cap Growth Index Fund		7,775,068
953,384	TIAA-CREF Enhanced Large-Cap Value Index Fund		7,493,597
671,766	TIAA-CREF Growth & Income Fund		6,509,409
706,539	TIAA-CREF Large-Cap Growth Fund		7,786,059
586,863	TIAA-CREF Large-Cap Value Fund		7,494,247
30,109	TIAA-CREF Mid-Cap Growth Fund		572,071
33,123	TIAA-CREF Mid-Cap Value Fund		573,693
231,348	TIAA-CREF Small-Cap Equity Fund		3,183,353
	TOTAL U.S. EQUITY		41,387,497
	TOTAL TIAA-CREF FUNDS		144,487,743
	(Cost $135,677,657)
	TOTAL INVESTMENTS - 99.6%		144,487,743
	(Cost $135,677,657)
	OTHER ASSETS & LIABILITIES, NET - 0.4%		561,714
	NET ASSETS - 100.0%	$	145,049,457

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

1

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2010 Fund

TIAA-CREF LIFECYCLE FUNDS
LIFECYCLE 2010 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.7%(a)
FIXED INCOME - 38.7%
26,141,804	TIAA-CREF Bond Fund	$	279,194,468
648,154	TIAA-CREF Bond Plus Fund		6,902,838
700,182	TIAA-CREF High-Yield Fund		6,896,796
	TOTAL FIXED INCOME		292,994,102
INFLATION-PROTECTED ASSETS - 6.9%
4,144,442	TIAA-CREF Inflation-Linked Bond Fund		51,846,966
	TOTAL INFLATION-PROTECTED ASSETS		51,846,966
INTERNATIONAL EQUITY - 12.9%
2,529,241	TIAA-CREF Emerging Markets Equity Fund		23,471,356
5,532,640	TIAA-CREF Enhanced International Equity Index Fund		32,863,879
968,949	TIAA-CREF Global Natural Resources Fund		8,885,259
4,312,939	TIAA-CREF International Equity Fund		32,735,204
	TOTAL INTERNATIONAL EQUITY		97,955,698
SHORT-TERM FIXED INCOME - 6.8%
4,942,885	TIAA-CREF Short-Term Bond Fund		51,455,436
	TOTAL SHORT-TERM FIXED INCOME		51,455,436
U.S. EQUITY - 34.4%
5,316,998	TIAA-CREF Enhanced Large-Cap Growth Index Fund		48,969,552
6,006,917	TIAA-CREF Enhanced Large-Cap Value Index Fund		47,214,371
4,230,889	TIAA-CREF Growth & Income Fund		40,997,311
4,454,032	TIAA-CREF Large-Cap Growth Fund		49,083,428
3,695,460	TIAA-CREF Large-Cap Value Fund		47,191,020
189,889	TIAA-CREF Mid-Cap Growth Fund		3,607,899
208,748	TIAA-CREF Mid-Cap Value Fund		3,615,514
1,457,388	TIAA-CREF Small-Cap Equity Fund		20,053,659
	TOTAL U.S. EQUITY		260,732,754
	TOTAL TIAA-CREF FUNDS		754,984,956
	(Cost $725,663,758)
	TOTAL INVESTMENTS - 99.7%		754,984,956
	(Cost $725,663,758)
	OTHER ASSETS & LIABILITIES, NET - 0.3%		2,369,608
	NET ASSETS - 100.0%	$	757,354,564

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

2

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2015 Fund

TIAA-CREF LIFECYCLE FUNDS
LIFECYCLE 2015 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.6%(a)
FIXED INCOME - 35.8%
32,292,713	TIAA-CREF Bond Fund	$	344,886,177
1,628,299	TIAA-CREF Bond Plus Fund		17,341,383
1,754,729	TIAA-CREF High-Yield Fund		17,284,082
	TOTAL FIXED INCOME		379,511,642
INFLATION-PROTECTED ASSETS - 4.8%
4,091,380	TIAA-CREF Inflation-Linked Bond Fund		51,183,166
	TOTAL INFLATION-PROTECTED ASSETS		51,183,166
INTERNATIONAL EQUITY - 14.8%
4,040,840	TIAA-CREF Emerging Markets Equity Fund		37,498,993
8,840,490	TIAA-CREF Enhanced International Equity Index Fund		52,512,508
1,548,680	TIAA-CREF Global Natural Resources Fund		14,201,395
6,892,290	TIAA-CREF International Equity Fund		52,312,484
	TOTAL INTERNATIONAL EQUITY		156,525,380
SHORT-TERM FIXED INCOME - 4.8%
4,869,972	TIAA-CREF Short-Term Bond Fund		50,696,413
	TOTAL SHORT-TERM FIXED INCOME		50,696,413
U.S. EQUITY - 39.4%
8,500,230	TIAA-CREF Enhanced Large-Cap Growth Index Fund		78,287,115
9,604,783	TIAA-CREF Enhanced Large-Cap Value Index Fund		75,493,597
6,764,522	TIAA-CREF Growth & Income Fund		65,548,214
7,121,042	TIAA-CREF Large-Cap Growth Fund		78,473,880
5,908,853	TIAA-CREF Large-Cap Value Fund		75,456,052
303,753	TIAA-CREF Mid-Cap Growth Fund		5,771,298
333,903	TIAA-CREF Mid-Cap Value Fund		5,783,200
2,330,360	TIAA-CREF Small-Cap Equity Fund		32,065,748
	TOTAL U.S. EQUITY		416,879,104
	TOTAL TIAA-CREF FUNDS		1,054,795,705
	(Cost $1,028,655,422)
	TOTAL INVESTMENTS - 99.6%		1,054,795,705
	(Cost $1,028,655,422)
	OTHER ASSETS & LIABILITIES, NET - 0.4%		3,951,403
	NET ASSETS - 100.0%	$	1,058,747,108

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds

3

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2020 Fund

TIAA-CREF LIFECYCLE FUNDS
LIFECYCLE 2020 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.6%(a)
FIXED INCOME - 31.8%
32,133,062	TIAA-CREF Bond Fund	$	343,181,098
4,075,656	TIAA-CREF Bond Plus Fund		43,405,732
3,553,349	TIAA-CREF High-Yield Fund		35,000,486
	TOTAL FIXED INCOME		421,587,316
INFLATION-PROTECTED ASSETS - 2.8%
2,963,825	TIAA-CREF Inflation-Linked Bond Fund		37,077,450
	TOTAL INFLATION-PROTECTED ASSETS		37,077,450
INTERNATIONAL EQUITY - 17.0%
5,785,098	TIAA-CREF Emerging Markets Equity Fund		53,685,711
12,658,888	TIAA-CREF Enhanced International Equity Index Fund		75,193,792
2,216,744	TIAA-CREF Global Natural Resources Fund		20,327,542
9,864,120	TIAA-CREF International Equity Fund		74,868,673
	TOTAL INTERNATIONAL EQUITY		224,075,718
SHORT-TERM FIXED INCOME - 2.8%
3,533,569	TIAA-CREF Short-Term Bond Fund		36,784,449
	TOTAL SHORT-TERM FIXED INCOME		36,784,449
U.S. EQUITY - 45.2%
12,176,439	TIAA-CREF Enhanced Large-Cap Growth Index Fund		112,145,006
13,754,579	TIAA-CREF Enhanced Large-Cap Value Index Fund		108,110,989
9,690,183	TIAA-CREF Growth & Income Fund		93,897,878
10,196,967	TIAA-CREF Large-Cap Growth Fund		112,370,580
8,463,503	TIAA-CREF Large-Cap Value Fund		108,078,934
434,785	TIAA-CREF Mid-Cap Growth Fund		8,260,924
477,933	TIAA-CREF Mid-Cap Value Fund		8,277,794
3,337,919	TIAA-CREF Small-Cap Equity Fund		45,929,770
	TOTAL U.S. EQUITY		597,071,875
	TOTAL TIAA-CREF FUNDS		1,316,596,808
	(Cost $1,282,362,899)
	TOTAL INVESTMENTS - 99.6%		1,316,596,808
	(Cost $1,282,362,899)
	OTHER ASSETS & LIABILITIES, NET - 0.4%		5,468,388
	NET ASSETS - 100.0%	$	1,322,065,196

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

4

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2025 Fund

TIAA-CREF LIFECYCLE FUNDS
LIFECYCLE 2025 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.5%(a)
FIXED INCOME - 27.9%
22,174,698	TIAA-CREF Bond Fund	$	236,825,777
6,259,075	TIAA-CREF Bond Plus Fund		66,659,149
4,662,783	TIAA-CREF High-Yield Fund		45,928,409
	TOTAL FIXED INCOME		349,413,335
INFLATION-PROTECTED ASSETS - 0.8%
770,949	TIAA-CREF Inflation-Linked Bond Fund		9,644,575
	TOTAL INFLATION-PROTECTED ASSETS		9,644,575
INTERNATIONAL EQUITY - 19.1%
6,162,906	TIAA-CREF Emerging Markets Equity Fund		57,191,768
13,495,059	TIAA-CREF Enhanced International Equity Index Fund		80,160,649
2,362,992	TIAA-CREF Global Natural Resources Fund		21,668,637
10,513,039	TIAA-CREF International Equity Fund		79,793,965
	TOTAL INTERNATIONAL EQUITY		238,815,019
SHORT-TERM FIXED INCOME - 0.7%
918,635	TIAA-CREF Short-Term Bond Fund		9,562,992
	TOTAL SHORT-TERM FIXED INCOME		9,562,992
U.S. EQUITY - 51.0%
12,992,317	TIAA-CREF Enhanced Large-Cap Growth Index Fund		119,659,241
14,677,603	TIAA-CREF Enhanced Large-Cap Value Index Fund		115,365,956
10,339,599	TIAA-CREF Growth & Income Fund		100,190,717
10,882,756	TIAA-CREF Large-Cap Growth Fund		119,927,974
9,030,033	TIAA-CREF Large-Cap Value Fund		115,313,518
463,930	TIAA-CREF Mid-Cap Growth Fund		8,814,665
509,882	TIAA-CREF Mid-Cap Value Fund		8,831,154
3,561,904	TIAA-CREF Small-Cap Equity Fund		49,011,795
	TOTAL U.S. EQUITY		637,115,020
	TOTAL TIAA-CREF FUNDS		1,244,550,941
	(Cost $1,213,969,866)
	TOTAL INVESTMENTS - 99.5%		1,244,550,941
	(Cost $1,213,969,866)
	OTHER ASSETS & LIABILITIES, NET - 0.5%		5,723,445
	NET ASSETS - 100.0%	$	1,250,274,386

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

5

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2030 Fund

TIAA-CREF LIFECYCLE FUNDS
LIFECYCLE 2030 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.5%(a)
FIXED INCOME - 21.5%
12,529,404	TIAA-CREF Bond Fund	$	133,814,039
6,842,696	TIAA-CREF Bond Plus Fund		72,874,717
4,923,931	TIAA-CREF High-Yield Fund		48,500,716
	TOTAL FIXED INCOME		255,189,472
INTERNATIONAL EQUITY - 21.2%
6,484,910	TIAA-CREF Emerging Markets Equity Fund		60,179,964
14,202,443	TIAA-CREF Enhanced International Equity Index Fund		84,362,509
2,489,514	TIAA-CREF Global Natural Resources Fund		22,828,845
11,067,936	TIAA-CREF International Equity Fund		84,005,634
	TOTAL INTERNATIONAL EQUITY		251,376,952
U.S. EQUITY - 56.8%
13,754,380	TIAA-CREF Enhanced Large-Cap Growth Index Fund		126,677,835
15,540,911	TIAA-CREF Enhanced Large-Cap Value Index Fund		122,151,561
10,947,816	TIAA-CREF Growth & Income Fund		106,084,339
11,521,249	TIAA-CREF Large-Cap Growth Fund		126,964,163
9,558,437	TIAA-CREF Large-Cap Value Fund		122,061,236
494,032	TIAA-CREF Mid-Cap Growth Fund		9,386,608
540,015	TIAA-CREF Mid-Cap Value Fund		9,353,064
3,771,075	TIAA-CREF Small-Cap Equity Fund		51,889,989
	TOTAL U.S. EQUITY		674,568,795
	TOTAL TIAA-CREF FUNDS		1,181,135,219
	(Cost $1,146,933,230)
	TOTAL INVESTMENTS - 99.5%		1,181,135,219
	(Cost $1,146,933,230)
	OTHER ASSETS & LIABILITIES, NET - 0.5%		5,607,101
	NET ASSETS - 100.0%	$	1,186,742,320

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

6

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2035 Fund

TIAA-CREF LIFECYCLE FUNDS
LIFECYCLE 2035 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.5%(a)
FIXED INCOME - 13.5%
3,437,013	TIAA-CREF Bond Fund	$	36,707,298
6,927,528	TIAA-CREF Bond Plus Fund		73,778,169
4,990,631	TIAA-CREF High-Yield Fund		49,157,713
	TOTAL FIXED INCOME		159,643,180
INTERNATIONAL EQUITY - 23.1%
7,010,447	TIAA-CREF Emerging Markets Equity Fund		65,056,951
15,368,664	TIAA-CREF Enhanced International Equity Index Fund		91,289,861
2,700,265	TIAA-CREF Global Natural Resources Fund		24,761,431
11,976,398	TIAA-CREF International Equity Fund		90,900,863
	TOTAL INTERNATIONAL EQUITY		272,009,106
U.S. EQUITY - 62.9%
15,143,306	TIAA-CREF Enhanced Large-Cap Growth Index Fund		139,469,850
17,129,932	TIAA-CREF Enhanced Large-Cap Value Index Fund		134,641,265
12,064,095	TIAA-CREF Growth & Income Fund		116,901,079
12,691,358	TIAA-CREF Large-Cap Growth Fund		139,858,771
10,517,653	TIAA-CREF Large-Cap Value Fund		134,310,425
545,020	TIAA-CREF Mid-Cap Growth Fund		10,355,386
595,079	TIAA-CREF Mid-Cap Value Fund		10,306,761
4,156,420	TIAA-CREF Small-Cap Equity Fund		57,192,343
	TOTAL U.S. EQUITY		743,035,880
	TOTAL TIAA-CREF FUNDS		1,174,688,166
	(Cost $1,135,112,231)
	TOTAL INVESTMENTS - 99.5%		1,174,688,166
	(Cost $1,135,112,231)
	OTHER ASSETS & LIABILITIES, NET - 0.5%		5,996,206
	NET ASSETS - 100.0%	$	1,180,684,372

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

7

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2040 Fund

TIAA-CREF LIFECYCLE FUNDS
LIFECYCLE 2040 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.5%(a)
FIXED INCOME - 10.5%
9,732,985	TIAA-CREF Bond Plus Fund	$	103,656,294
6,957,985	TIAA-CREF High-Yield Fund		68,536,149
	TOTAL FIXED INCOME		172,192,443
INTERNATIONAL EQUITY - 23.8%
10,088,478	TIAA-CREF Emerging Markets Equity Fund		93,621,076
22,121,098	TIAA-CREF Enhanced International Equity Index Fund		131,399,319
3,888,302	TIAA-CREF Global Natural Resources Fund		35,655,732
17,232,252	TIAA-CREF International Equity Fund		130,792,792
	TOTAL INTERNATIONAL EQUITY		391,468,919
U.S. EQUITY - 65.2%
21,888,774	TIAA-CREF Enhanced Large-Cap Growth Index Fund		201,595,613
24,746,604	TIAA-CREF Enhanced Large-Cap Value Index Fund		194,508,310
17,437,536	TIAA-CREF Growth & Income Fund		168,969,723
18,330,760	TIAA-CREF Large-Cap Growth Fund		202,004,978
15,200,290	TIAA-CREF Large-Cap Value Fund		194,107,703
785,903	TIAA-CREF Mid-Cap Growth Fund		14,932,163
858,911	TIAA-CREF Mid-Cap Value Fund		14,876,347
6,005,770	TIAA-CREF Small-Cap Equity Fund		82,639,391
	TOTAL U.S. EQUITY		1,073,634,228
	TOTAL TIAA-CREF FUNDS		1,637,295,590
	(Cost $1,571,822,930)
	TOTAL INVESTMENTS - 99.5%		1,637,295,590
	(Cost $1,571,822,930)
	OTHER ASSETS & LIABILITIES, NET - 0.5%		7,925,136
	NET ASSETS - 100.0%	$	1,645,220,726

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

8

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2045 Fund

TIAA-CREF LIFECYCLE FUNDS
LIFECYCLE 2045 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.1%(a)
FIXED INCOME - 10.4%
1,816,655	TIAA-CREF Bond Plus Fund	$	19,347,379
1,308,322	TIAA-CREF High-Yield Fund		12,886,971
	TOTAL FIXED INCOME		32,234,350
INTERNATIONAL EQUITY - 24.0%
1,914,319	TIAA-CREF Emerging Markets Equity Fund		17,764,880
4,192,213	TIAA-CREF Enhanced International Equity Index Fund		24,901,748
734,259	TIAA-CREF Global Natural Resources Fund		6,733,156
3,262,157	TIAA-CREF International Equity Fund		24,759,773
	TOTAL INTERNATIONAL EQUITY		74,159,557
U.S. EQUITY - 64.7%
4,081,826	TIAA-CREF Enhanced Large-Cap Growth Index Fund		37,593,619
4,610,498	TIAA-CREF Enhanced Large-Cap Value Index Fund		36,238,511
3,249,663	TIAA-CREF Growth & Income Fund		31,489,233
3,416,213	TIAA-CREF Large-Cap Growth Fund		37,646,669
2,833,212	TIAA-CREF Large-Cap Value Fund		36,180,114
146,803	TIAA-CREF Mid-Cap Growth Fund		2,789,254
160,261	TIAA-CREF Mid-Cap Value Fund		2,775,716
1,119,015	TIAA-CREF Small-Cap Equity Fund		15,397,651
	TOTAL U.S. EQUITY		200,110,767
	TOTAL TIAA-CREF FUNDS		306,504,674
	(Cost $298,072,713)
	TOTAL INVESTMENTS - 99.1%		306,504,674
	(Cost $298,072,713)
	OTHER ASSETS & LIABILITIES, NET - 0.9%		2,795,190
	NET ASSETS - 100.0%	$	309,299,864

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

9

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2050 Fund

TIAA-CREF LIFECYCLE FUNDS
LIFECYCLE 2050 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.2%(a)
FIXED INCOME - 10.4%
972,411	TIAA-CREF Bond Plus Fund	$	10,356,181
699,258	TIAA-CREF High-Yield Fund		6,887,687
	TOTAL FIXED INCOME		17,243,868
INTERNATIONAL EQUITY - 24.0%
1,029,612	TIAA-CREF Emerging Markets Equity Fund		9,554,803
2,253,931	TIAA-CREF Enhanced International Equity Index Fund		13,388,348
394,802	TIAA-CREF Global Natural Resources Fund		3,620,332
1,752,213	TIAA-CREF International Equity Fund		13,299,296
	TOTAL INTERNATIONAL EQUITY		39,862,779
U.S. EQUITY - 64.8%
2,195,404	TIAA-CREF Enhanced Large-Cap Growth Index Fund		20,219,671
2,479,779	TIAA-CREF Enhanced Large-Cap Value Index Fund		19,491,061
1,748,296	TIAA-CREF Growth & Income Fund		16,940,989
1,836,060	TIAA-CREF Large-Cap Growth Fund		20,233,379
1,524,177	TIAA-CREF Large-Cap Value Fund		19,463,740
78,591	TIAA-CREF Mid-Cap Growth Fund		1,493,224
86,049	TIAA-CREF Mid-Cap Value Fund		1,490,362
602,186	TIAA-CREF Small-Cap Equity Fund		8,286,079
	TOTAL U.S. EQUITY		107,618,505
	TOTAL TIAA-CREF FUNDS		164,725,152
	(Cost $161,102,378)
	TOTAL INVESTMENTS - 99.2%		164,725,152
	(Cost $161,102,378)
	OTHER ASSETS & LIABILITIES, NET - 0.8%		1,419,688
	NET ASSETS - 100.0%	$	166,144,840

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

10

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2055 Fund

TIAA-CREF LIFECYCLE FUNDS
LIFECYCLE 2055 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 98.6%(a)
FIXED INCOME - 10.4%
82,639	TIAA-CREF Bond Plus Fund	$	880,104
59,395	TIAA-CREF High-Yield Fund		585,040
	TOTAL FIXED INCOME		1,465,144
INTERNATIONAL EQUITY - 23.9%
87,346	TIAA-CREF Emerging Markets Equity Fund		810,569
191,020	TIAA-CREF Enhanced International Equity Index Fund		1,134,661
33,448	TIAA-CREF Global Natural Resources Fund		306,720
148,595	TIAA-CREF International Equity Fund		1,127,833
	TOTAL INTERNATIONAL EQUITY		3,379,783
U.S. EQUITY - 64.3%
185,318	TIAA-CREF Enhanced Large-Cap Growth Index Fund		1,706,775
209,409	TIAA-CREF Enhanced Large-Cap Value Index Fund		1,645,954
147,620	TIAA-CREF Growth & Income Fund		1,430,440
154,979	TIAA-CREF Large-Cap Growth Fund		1,707,871
128,721	TIAA-CREF Large-Cap Value Fund		1,643,767
6,633	TIAA-CREF Mid-Cap Growth Fund		126,029
7,264	TIAA-CREF Mid-Cap Value Fund		125,809
50,868	TIAA-CREF Small-Cap Equity Fund		699,950
	TOTAL U.S. EQUITY		9,086,595
	TOTAL TIAA-CREF FUNDS		13,931,522
	(Cost $14,935,552)
	TOTAL INVESTMENTS - 98.6%		13,931,522
	(Cost $14,935,552)
	OTHER ASSETS & LIABILITIES, NET - 1.4%		200,351
	NET ASSETS - 100.0%	$	14,131,873

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

11

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of the Lifecycle Funds of the TIAA-CREF Funds:

We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements of the Lifecycle Funds of the TIAA-CREF Funds (comprised of the TC Lifecycle Retirement Income Fund, TC Lifecycle 2010 Fund, TC Lifecycle 2015 Fund, TC Lifecycle 2020 Fund, TC Lifecycle 2025 Fund, TC Lifecycle 2030 Fund, TC Lifecycle 2035 Fund, TC Lifecycle 2040 Fund, TC Lifecycle 2045 Fund, TC Lifecycle 2050 Fund and TC Lifecycle 2055 Fund, hereinafter referred to as the “Funds”) as of May 31, 2012, and for each of the periods presented, and have issued our unqualified report thereon dated July 18, 2012 (which report and financial statements are included in Item 1 of this Certified Shareholder Report on Form N-CSR). Our audit included an audit of each of the Funds’ schedules of investments in securities (the Schedules) as of May 31, 2012 appearing in Item 6 of this Form N-CSR. These Schedules are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these Schedules based on our audits.

In our opinion, the Schedules referred to above, when read in conjunction with the financial statements of the Funds referred to above, present fairly, in all material respects, the information set forth therein.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
July 18, 2012

12

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index Retirement Income Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX RETIREMENT INCOME FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.9%(a)
FIXED INCOME - 50.3%
673,934	TIAA-CREF Bond Index Fund	$	7,372,835
	TOTAL FIXED INCOME		7,372,835
INFLATION-PROTECTED ASSETS - 10.1%
118,325	TIAA-CREF Inflation-Linked Bond Fund		1,480,252
	TOTAL INFLATION-PROTECTED ASSETS		1,480,252
INTERNATIONAL EQUITY - 9.8%
40,720	TIAA-CREF Emerging Markets Equity Index Fund		380,733
78,055	TIAA-CREF International Equity Index Fund		1,064,670
	TOTAL INTERNATIONAL EQUITY		1,445,403
U.S. EQUITY - 29.7%
435,902	TIAA-CREF Equity Index Fund		4,354,657
	TOTAL U.S. EQUITY		4,354,657
	TOTAL TIAA-CREF FUNDS		14,653,147
	(Cost $13,648,324)
	TOTAL INVESTMENTS - 99.9%		14,653,147
	(Cost $13,648,324)
	OTHER ASSETS & LIABILITIES, NET - 0.1%		8,186
	NET ASSETS - 100.0%	$	14,661,333

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

1

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2010 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX 2010 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.6%(a)
FIXED INCOME - 45.3%
3,343,617	TIAA-CREF Bond Index Fund	$	36,579,175
	TOTAL FIXED INCOME		36,579,175
INFLATION-PROTECTED ASSETS - 6.8%
439,554	TIAA-CREF Inflation-Linked Bond Fund		5,498,823
	TOTAL INFLATION-PROTECTED ASSETS		5,498,823
INTERNATIONAL EQUITY - 11.8%
269,022	TIAA-CREF Emerging Markets Equity Index Fund		2,515,358
515,624	TIAA-CREF International Equity Index Fund		7,033,112
	TOTAL INTERNATIONAL EQUITY		9,548,470
U.S. EQUITY - 35.7%
2,880,282	TIAA-CREF Equity Index Fund		28,774,018
	TOTAL U.S. EQUITY		28,774,018
	TOTAL TIAA-CREF FUNDS		80,400,486
	(Cost $75,335,868)
	TOTAL INVESTMENTS - 99.6%		80,400,486
	(Cost $75,335,868)
	OTHER ASSETS & LIABILITIES, NET - 0.4%		345,833
	NET ASSETS - 100.0%	$	80,746,319

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

2

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2015 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX 2015 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.6%(a)
FIXED INCOME - 40.5%
4,710,242	TIAA-CREF Bond Index Fund	$	51,530,047
	TOTAL FIXED INCOME		51,530,047
INFLATION-PROTECTED ASSETS - 4.8%
488,511	TIAA-CREF Inflation-Linked Bond Fund		6,111,276
	TOTAL INFLATION-PROTECTED ASSETS		6,111,276
INTERNATIONAL EQUITY - 13.6%
484,944	TIAA-CREF Emerging Markets Equity Index Fund		4,534,230
929,577	TIAA-CREF International Equity Index Fund		12,679,431
	TOTAL INTERNATIONAL EQUITY		17,213,661
U.S. EQUITY - 40.7%
5,192,588	TIAA-CREF Equity Index Fund		51,873,954
	TOTAL U.S. EQUITY		51,873,954
	TOTAL TIAA-CREF FUNDS		126,728,938
	(Cost $119,457,290)
	TOTAL INVESTMENTS - 99.6%		126,728,938
	(Cost $119,457,290)
	OTHER ASSETS & LIABILITIES, NET - 0.4%		536,774
	NET ASSETS - 100.0%	$	127,265,712

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

3

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2020 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX 2020 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.8%(a)
FIXED INCOME - 34.6%
4,978,028	TIAA-CREF Bond Index Fund	$	54,459,629
	TOTAL FIXED INCOME		54,459,629
INFLATION-PROTECTED ASSETS - 2.8%
351,876	TIAA-CREF Inflation-Linked Bond Fund		4,401,974
	TOTAL INFLATION-PROTECTED ASSETS		4,401,974
INTERNATIONAL EQUITY - 15.5%
688,397	TIAA-CREF Emerging Markets Equity Index Fund		6,436,516
1,320,181	TIAA-CREF International Equity Index Fund		18,007,275
	TOTAL INTERNATIONAL EQUITY		24,443,791
U.S. EQUITY - 46.9%
7,382,132	TIAA-CREF Equity Index Fund		73,747,498
	TOTAL U.S. EQUITY		73,747,498
	TOTAL TIAA-CREF FUNDS		157,052,892
	(Cost $148,966,830)
	TOTAL INVESTMENTS - 99.8%		157,052,892
	(Cost $148,966,830)
	OTHER ASSETS & LIABILITIES, NET - 0.2%		377,814
	NET ASSETS - 100.0%	$	157,430,706

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

4

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2025 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX 2025 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.6%(a)
FIXED INCOME - 28.6%
3,770,489	TIAA-CREF Bond Index Fund	$	41,249,153
	TOTAL FIXED INCOME		41,249,153
INFLATION-PROTECTED ASSETS - 0.7%
88,822	TIAA-CREF Inflation-Linked Bond Fund		1,111,167
	TOTAL INFLATION-PROTECTED ASSETS		1,111,167
INTERNATIONAL EQUITY - 17.5%
710,251	TIAA-CREF Emerging Markets Equity Index Fund		6,640,842
1,361,702	TIAA-CREF International Equity Index Fund		18,573,617
	TOTAL INTERNATIONAL EQUITY		25,214,459
U.S. EQUITY - 52.8%
7,624,345	TIAA-CREF Equity Index Fund		76,167,211
	TOTAL U.S. EQUITY		76,167,211
	TOTAL TIAA-CREF FUNDS		143,741,990
	(Cost $136,690,655)
	TOTAL INVESTMENTS - 99.6%		143,741,990
	(Cost $136,690,655)
	OTHER ASSETS & LIABILITIES, NET - 0.4%		573,527
	NET ASSETS - 100.0%	$	144,315,517

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

5

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2030 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX 2030 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.6%(a)
FIXED INCOME - 21.4%
3,028,623	TIAA-CREF Bond Index Fund	$	33,133,138
	TOTAL FIXED INCOME		33,133,138
INTERNATIONAL EQUITY - 19.4%
847,765	TIAA-CREF Emerging Markets Equity Index Fund		7,926,601
1,624,940	TIAA-CREF International Equity Index Fund		22,164,187
	TOTAL INTERNATIONAL EQUITY		30,090,788
U.S. EQUITY - 58.8%
9,127,102	TIAA-CREF Equity Index Fund		91,179,745
	TOTAL U.S. EQUITY		91,179,745
	TOTAL TIAA-CREF FUNDS		154,403,671
	(Cost $146,951,703)
	TOTAL INVESTMENTS - 99.6%		154,403,671
	(Cost $146,951,703)
	OTHER ASSETS & LIABILITIES, NET - 0.4%		624,446
	NET ASSETS - 100.0%	$	155,028,117

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

6

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2035 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX 2035 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.6%(a)
FIXED INCOME - 13.4%
1,780,594	TIAA-CREF Bond Index Fund	$	19,479,702
	TOTAL FIXED INCOME		19,479,702
INTERNATIONAL EQUITY - 21.0%
862,872	TIAA-CREF Emerging Markets Equity Index Fund		8,067,856
1,652,092	TIAA-CREF International Equity Index Fund		22,534,533
	TOTAL INTERNATIONAL EQUITY		30,602,389
U.S. EQUITY - 65.2%
9,489,067	TIAA-CREF Equity Index Fund		94,795,777
	TOTAL U.S. EQUITY		94,795,777
	TOTAL TIAA-CREF FUNDS		144,877,868
	(Cost $138,208,887)
	TOTAL INVESTMENTS - 99.6%		144,877,868
	(Cost $138,208,887)
	OTHER ASSETS & LIABILITIES, NET - 0.4%		594,637
	NET ASSETS - 100.0%	$	145,472,505

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

7

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2040 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX 2040 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.6%(a)
FIXED INCOME - 10.3%
1,841,338	TIAA-CREF Bond Index Fund	$	20,144,236
	TOTAL FIXED INCOME		20,144,236
INTERNATIONAL EQUITY - 21.8%
1,196,372	TIAA-CREF Emerging Markets Equity Index Fund		11,186,075
2,291,177	TIAA-CREF International Equity Index Fund		31,251,659
	TOTAL INTERNATIONAL EQUITY		42,437,734
U.S. EQUITY - 67.5%
13,174,442	TIAA-CREF Equity Index Fund		131,612,674
	TOTAL U.S. EQUITY		131,612,674
	TOTAL TIAA-CREF FUNDS		194,194,644
	(Cost $184,506,196)
	TOTAL INVESTMENTS - 99.6%		194,194,644
	(Cost $184,506,196)
	OTHER ASSETS & LIABILITIES, NET - 0.4%		723,038
	NET ASSETS - 100.0%	$	194,917,682

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

8

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2045 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX 2045 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.1%(a)
FIXED INCOME - 10.3%
527,110	TIAA-CREF Bond Index Fund	$	5,766,581
	TOTAL FIXED INCOME		5,766,581
INTERNATIONAL EQUITY - 21.6%
341,738	TIAA-CREF Emerging Markets Equity Index Fund		3,195,248
655,927	TIAA-CREF International Equity Index Fund		8,946,840
	TOTAL INTERNATIONAL EQUITY		12,142,088
U.S. EQUITY - 67.2%
3,772,024	TIAA-CREF Equity Index Fund		37,682,520
	TOTAL U.S. EQUITY		37,682,520
	TOTAL TIAA-CREF FUNDS		55,591,189
	(Cost $53,823,204)
	TOTAL INVESTMENTS - 99.1%		55,591,189
	(Cost $53,823,204)
	OTHER ASSETS & LIABILITIES, NET - 0.9%		490,612
	NET ASSETS - 100.0%	$	56,081,801

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

9

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2050 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX 2050 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.3%(a)
FIXED INCOME - 10.3%
341,795	TIAA-CREF Bond Index Fund	$	3,739,239
	TOTAL FIXED INCOME		3,739,239
INTERNATIONAL EQUITY - 21.7%
222,237	TIAA-CREF Emerging Markets Equity Index Fund		2,077,920
425,521	TIAA-CREF International Equity Index Fund		5,804,102
	TOTAL INTERNATIONAL EQUITY		7,882,022
U.S. EQUITY - 67.3%
2,445,023	TIAA-CREF Equity Index Fund		24,425,781
	TOTAL U.S. EQUITY		24,425,781
	TOTAL TIAA-CREF FUNDS		36,047,042
	(Cost $34,750,696)
	TOTAL INVESTMENTS - 99.3%		36,047,042
	(Cost $34,750,696)
	OTHER ASSETS & LIABILITIES, NET - 0.7%		271,346
	NET ASSETS - 100.0%	$	36,318,388

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

10

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2055 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX 2055 FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.7%(a)
FIXED INCOME - 10.3%
97,618	TIAA-CREF Bond Index Fund	$	1,067,942
	TOTAL FIXED INCOME		1,067,942
INTERNATIONAL EQUITY - 21.9%
63,494	TIAA-CREF Emerging Markets Equity Index Fund		593,673
121,901	TIAA-CREF International Equity Index Fund		1,662,730
	TOTAL INTERNATIONAL EQUITY		2,256,403
U.S. EQUITY - 67.5%
697,785	TIAA-CREF Equity Index Fund		6,970,868
	TOTAL U.S. EQUITY		6,970,868
	TOTAL TIAA-CREF FUNDS		10,295,213
	(Cost $11,120,275)
	TOTAL INVESTMENTS - 99.7%		10,295,213
	(Cost $11,120,275)
	OTHER ASSETS & LIABILITIES, NET - 0.3%		33,192
	NET ASSETS - 100.0%	$	10,328,405

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

11

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of the Lifecycle Index Funds of the TIAA-CREF Funds:

We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements of the Lifecycle Index Funds of the TIAA-CREF Funds (comprised of the TC Lifecycle Index Retirement Income Fund, TC Lifecycle Index 2010 Fund, TC Lifecycle Index 2015 Fund, TC Lifecycle Index 2020 Fund, TC Lifecycle Index 2025 Fund, TC Lifecycle Index 2030 Fund, TC Lifecycle Index 2035 Fund, TC Lifecycle Index 2040 Fund, TC Lifecycle Index 2045 Fund, TC Lifecycle Index 2050 Fund and TC Lifecycle Index 2055 Fund, hereinafter referred to as the “Funds”) as of May 31, 2012, and for each of the periods presented, and have issued our unqualified report thereon dated July 18, 2012 (which report and financial statements are included in Item 1 of this Certified Shareholder Report on Form N-CSR). Our audit included an audit of each of the Funds’ schedules of investments in securities (the Schedules) as of May 31, 2012 appearing in Item 6 of this Form N-CSR. These Schedules are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these Schedules based on our audits.

In our opinion, the Schedules referred to above, when read in conjunction with the financial statements of the Funds referred to above, present fairly, in all material respects, the information set forth therein.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
July 18, 2012

12

TIAA-CREF Funds – Managed Allocation Fund

TIAA-CREF FUNDS
MANAGED ALLOCATION FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES		COMPANY	VALUE
TIAA-CREF FUNDS - 99.9%(a)
FIXED INCOME - 40.5%
	21,380,481	TIAA-CREF Bond Plus Fund	$	227,702,125
		TOTAL FIXED INCOME		227,702,125
INTERNATIONAL EQUITY - 14.7%
	2,351,863	TIAA-CREF Emerging Markets Equity Fund		21,825,293
	5,153,158	TIAA-CREF Enhanced International Equity Index Fund		30,609,757
	4,008,276	TIAA-CREF International Equity Fund		30,422,817
		TOTAL INTERNATIONAL EQUITY		82,857,867
U.S. EQUITY - 44.7%
	5,121,247	TIAA-CREF Enhanced Large-Cap Growth Index Fund		47,166,686
	5,782,352	TIAA-CREF Enhanced Large-Cap Value Index Fund		45,449,291
	4,074,894	TIAA-CREF Growth & Income Fund		39,485,727
	4,282,266	TIAA-CREF Large-Cap Growth Fund		47,190,572
	3,565,056	TIAA-CREF Large-Cap Value Fund		45,525,764
	182,507	TIAA-CREF Mid-Cap Growth Fund		3,467,641
	201,328	TIAA-CREF Mid-Cap Value Fund		3,486,992
	1,403,269	TIAA-CREF Small-Cap Equity Fund		19,308,982
		TOTAL U.S. EQUITY		251,081,655
		TOTAL TIAA-CREF FUNDS (Cost $558,514,940)		561,641,647
		TOTAL INVESTMENTS - 99.9% (Cost $558,514,940)		561,641,647
		OTHER ASSETS & LIABILITIES, NET - 0.1%		341,638
		NET ASSETS - 100.0%	$	561,983,285

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

1

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of the TIAA-CREF Managed Allocation Fund:

We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements of the TIAA-CREF Managed Allocation Fund (hereinafter referred to as the “Fund”) as of May 31, 2012, and for each of the periods presented, and have issued our unqualified report thereon dated July 18, 2012 (which report and financial statements are included in Item 1 of this Certified Shareholder Report on Form N-CSR). Our audit included an audit of the Fund’s schedule of investments in securities (the Schedule) as of May 31, 2012 appearing in Item 6 of this Form N-CSR. The Schedule is the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Schedule based on our audit.

In our opinion, the Schedule referred to above, when read in conjunction with the financial statements of the Fund referred to above, present fairly, in all material respects, the information set forth therein.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
July 18, 2012

2

TIAA-CREF LIFESTYLE FUNDS – Lifestyle Income Fund

TIAA-CREF LIFESTYLE FUNDS
LIFESTYLE INCOME FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 100.0%(a)
FIXED INCOME - 40.3%
211,408	TIAA-CREF Bond Fund	$	2,257,836
211,805	TIAA-CREF Bond Plus Fund		2,255,725
	TOTAL FIXED INCOME		4,513,561
INTERNATIONAL EQUITY - 5.9%
17,174	TIAA-CREF Emerging Markets Equity Fund		159,376
33,730	TIAA-CREF Enhanced International Equity Index Fund		200,357
39,448	TIAA-CREF International Equity Fund		299,413
	TOTAL INTERNATIONAL EQUITY		659,146
SHORT-TERM FIXED INCOME - 40.0%
430,612	TIAA-CREF Short-Term Bond Fund		4,482,668
	TOTAL SHORT-TERM FIXED INCOME		4,482,668
U.S. EQUITY - 13.8%
15,777	TIAA-CREF Enhanced Large-Cap Growth Index Fund		145,307
17,813	TIAA-CREF Enhanced Large-Cap Value Index Fund		140,011
33,463	TIAA-CREF Growth & Income Fund		324,254
35,233	TIAA-CREF Large-Cap Growth Fund		388,265
29,231	TIAA-CREF Large-Cap Value Fund		373,279
1,501	TIAA-CREF Mid-Cap Growth Fund		28,522
1,650	TIAA-CREF Mid-Cap Value Fund		28,581
8,647	TIAA-CREF Small-Cap Equity Fund		118,978
	TOTAL U.S. EQUITY		1,547,197
	TOTAL TIAA-CREF FUNDS		11,202,572
	(Cost $11,016,290)
	TOTAL INVESTMENTS - 100.0%		11,202,572
	(Cost $11,016,290)
	OTHER ASSETS & LIABILITIES, NET - (0.0)%		(1,598	)
	NET ASSETS - 100.0%	$	11,200,974

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

1

TIAA-CREF LIFESTYLE FUNDS – Lifestyle Conservative Fund

TIAA-CREF LIFESTYLE FUNDS
LIFESTYLE CONSERVATIVE FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.9%(a)
FIXED INCOME - 40.3%
116,460	TIAA-CREF Bond Fund	$	1,243,794
349,952	TIAA-CREF Bond Plus Fund		3,726,989
	TOTAL FIXED INCOME		4,970,783
INTERNATIONAL EQUITY - 11.8%
38,102	TIAA-CREF Emerging Markets Equity Fund		353,591
74,822	TIAA-CREF Enhanced International Equity Index Fund		444,444
87,462	TIAA-CREF International Equity Fund		663,840
	TOTAL INTERNATIONAL EQUITY		1,461,875
SHORT-TERM FIXED INCOME - 20.1%
238,285	TIAA-CREF Short-Term Bond Fund		2,480,542
	TOTAL SHORT-TERM FIXED INCOME		2,480,542
U.S. EQUITY - 27.7%
34,926	TIAA-CREF Enhanced Large-Cap Growth Index Fund		321,666
39,449	TIAA-CREF Enhanced Large-Cap Value Index Fund		310,067
74,097	TIAA-CREF Growth & Income Fund		718,002
78,004	TIAA-CREF Large-Cap Growth Fund		859,601
64,739	TIAA-CREF Large-Cap Value Fund		826,716
3,323	TIAA-CREF Mid-Cap Growth Fund		63,129
3,656	TIAA-CREF Mid-Cap Value Fund		63,329
19,144	TIAA-CREF Small-Cap Equity Fund		263,426
	TOTAL U.S. EQUITY		3,425,936
	TOTAL TIAA-CREF FUNDS		12,339,136
	(Cost $12,126,877)
	TOTAL INVESTMENTS - 99.9%		12,339,136
	(Cost $12,126,877)
	OTHER ASSETS & LIABILITIES, NET - 0.1%		12,629
	NET ASSETS - 100.0%	$	12,351,765

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

2

TIAA-CREF LIFESTYLE FUNDS – Lifestyle Moderate Fund

TIAA-CREF LIFESTYLE FUNDS
LIFESTYLE MODERATE FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 100.0%(a)
FIXED INCOME - 40.4%
491,662	TIAA-CREF Bond Plus Fund	$	5,236,196
	TOTAL FIXED INCOME		5,236,196
INTERNATIONAL EQUITY - 17.8%
60,306	TIAA-CREF Emerging Markets Equity Fund		559,642
118,484	TIAA-CREF Enhanced International Equity Index Fund		703,796
138,379	TIAA-CREF International Equity Fund		1,050,298
	TOTAL INTERNATIONAL EQUITY		2,313,736
U.S. EQUITY - 41.8%
55,218	TIAA-CREF Enhanced Large-Cap Growth Index Fund		508,560
62,358	TIAA-CREF Enhanced Large-Cap Value Index Fund		490,136
117,173	TIAA-CREF Growth & Income Fund		1,135,408
123,266	TIAA-CREF Large-Cap Growth Fund		1,358,395
102,371	TIAA-CREF Large-Cap Value Fund		1,307,283
5,248	TIAA-CREF Mid-Cap Growth Fund		99,705
5,777	TIAA-CREF Mid-Cap Value Fund		100,050
30,265	TIAA-CREF Small-Cap Equity Fund		416,445
	TOTAL U.S. EQUITY		5,415,982
	TOTAL TIAA-CREF FUNDS		12,965,914
	(Cost $12,742,541)
	TOTAL INVESTMENTS - 100.0%		12,965,914
	(Cost $12,742,541)
	OTHER ASSETS & LIABILITIES, NET - (0.0)%		(1,144	)
	NET ASSETS - 100.0%	$	12,964,770

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

3

TIAA-CREF LIFESTYLE FUNDS – Lifestyle Growth Fund

TIAA-CREF LIFESTYLE FUNDS
LIFESTYLE GROWTH FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 100.0%(a)
FIXED INCOME - 20.4%
221,012	TIAA-CREF Bond Plus Fund	$	2,353,777
	TOTAL FIXED INCOME		2,353,777
INTERNATIONAL EQUITY - 23.7%
71,222	TIAA-CREF Emerging Markets Equity Fund		660,944
139,913	TIAA-CREF Enhanced International Equity Index Fund		831,086
163,659	TIAA-CREF International Equity Fund		1,242,169
	TOTAL INTERNATIONAL EQUITY		2,734,199
U.S. EQUITY - 55.9%
65,856	TIAA-CREF Enhanced Large-Cap Growth Index Fund		606,535
74,471	TIAA-CREF Enhanced Large-Cap Value Index Fund		585,339
139,856	TIAA-CREF Growth & Income Fund		1,355,207
147,306	TIAA-CREF Large-Cap Growth Fund		1,623,310
122,080	TIAA-CREF Large-Cap Value Fund		1,558,962
6,280	TIAA-CREF Mid-Cap Growth Fund		119,329
6,888	TIAA-CREF Mid-Cap Value Fund		119,299
36,124	TIAA-CREF Small-Cap Equity Fund		497,068
	TOTAL U.S. EQUITY		6,465,049
	TOTAL TIAA-CREF FUNDS		11,553,025
	(Cost $11,298,108)
	TOTAL INVESTMENTS - 100.0%		11,553,025
	(Cost $11,298,108)
	OTHER ASSETS & LIABILITIES, NET - (0.0)%		(2,380	)
	NET ASSETS - 100.0%	$	11,550,645

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

4

TIAA-CREF LIFESTYLE FUNDS – Lifestyle Aggressive Growth Fund

TIAA-CREF LIFESTYLE FUNDS
LIFESTYLE AGGRESSIVE GROWTH FUND
SCHEDULE OF INVESTMENTS
May 31, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 100.0%(a)
INTERNATIONAL EQUITY - 29.5%
87,142	TIAA-CREF Emerging Markets Equity Fund	$	808,679
171,378	TIAA-CREF Enhanced International Equity Index Fund		1,017,986
200,073	TIAA-CREF International Equity Fund		1,518,553
	TOTAL INTERNATIONAL EQUITY		3,345,218
U.S. EQUITY - 70.5%
81,451	TIAA-CREF Enhanced Large-Cap Growth Index Fund		750,159
92,019	TIAA-CREF Enhanced Large-Cap Value Index Fund		723,269
173,009	TIAA-CREF Growth & Income Fund		1,676,453
181,553	TIAA-CREF Large-Cap Growth Fund		2,000,715
150,837	TIAA-CREF Large-Cap Value Fund		1,926,192
7,756	TIAA-CREF Mid-Cap Growth Fund		147,359
8,512	TIAA-CREF Mid-Cap Value Fund		147,432
44,664	TIAA-CREF Small-Cap Equity Fund		614,579
	TOTAL U.S. EQUITY		7,986,158
	TOTAL TIAA-CREF FUNDS		11,331,376
	(Cost $11,108,980)
	TOTAL INVESTMENTS - 100.0%		11,331,376
	(Cost $11,108,980)
	OTHER ASSETS & LIABILITIES, NET - (0.0)%		(1,683	)
	NET ASSETS - 100.0%	$	11,329,693

^(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

5

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of the Lifestyle Funds of the TIAA-CREF Funds:

We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements of the Lifestyle Funds of the TIAA-CREF Funds (comprised of the TC Lifestyle Income Fund, TC Lifestyle Conservative Fund, TC Lifestyle Moderate Fund, TC Lifestyle Growth Fund, and TC Lifestyle Aggressive Growth Fund, hereinafter referred to as the “Funds”) as of May 31, 2012, and for each of the periods presented, and have issued our unqualified report thereon dated July 18, 2012 (which report and financial statements are included in Item 1 of this Certified Shareholder Report on Form N-CSR). Our audit included an audit of each of the Funds’ schedules of investments in securities (the Schedules) as of May 31, 2012 appearing in Item 6 of this Form N-CSR. These Schedules are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these Schedules based on our audits.

In our opinion, the Schedules referred to above, when read in conjunction with the financial statements of the Funds referred to above, present fairly, in all material respects, the information set forth therein.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
July 18, 2012

6

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

Not Applicable.

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

Not Applicable.

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

Not Applicable.

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

There were no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees.

Item 11. Controls and Procedures.

          (a) An evaluation was performed within 90 days from the date hereof under the supervision of the Registrant’s management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures. Based on that evaluation, the Registrant’s management, including the principal executive officer and principal financial officer, concluded that the Registrant’s disclosure controls and procedures were effective for this annual reporting period.

          (b) There were no changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s annual period covered by this report that materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

12(a)(1) Copy of current SOX code of ethics for Senior Financial Officers

12(a)(2)(i) Section 302 certification of the principal executive officer

12(a)(2)(ii) Section 302 certification of the principal financial officer

12(b) Section 906 certification of principal executive officer and principal financial officer

SIGNATURES

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

	TIAA-CREF FUNDS
Dated: July 16, 2012	By:	/s/Roger W. Ferguson, Jr.
		Roger W. Ferguson, Jr.
		Principal Executive Officer and President

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

Dated: July 16, 2012	By:	/s/Roger W. Ferguson, Jr.
		Roger W. Ferguson, Jr.
		Principal Executive Officer and President
		(principal executive officer)
Dated: July 16, 2012	By:	/s/Phillip G. Goff
		Phillip G. Goff
		Principal Financial Officer, Principal Accounting Officer and Treasurer
		(principal financial officer)

EXHIBIT INDEX

Item 12. Exhibits.

12(a)(1) Copy of current SOX code of ethics for Senior Financial Officers

12(a)(2)(i) Section 302 certification of the principal executive officer

12(a)(2)(ii) Section 302 certification of the principal financial officer

12(b) Section 906 certification

EX-99.CERT

Exhibit 12(a)(2)(i)

CERTIFICATION

I, Roger W. Ferguson, Jr., certify that:
1. I have reviewed this report on Form N-CSR of the TIAA-CREF Funds;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date:	July 16, 2012	/s/Roger W. Ferguson, Jr.
		Roger W. Ferguson, Jr.
		Principal Executive Officer and President
		(principal executive officer)

Exhibit 12(a)(2)(ii)

CERTIFICATION

I, Phillip G. Goff, certify that:
1. I have reviewed this report on Form N-CSR of the TIAA-CREF Funds;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date:	July 16, 2012	/s/Phillip G. Goff
		Phillip G. Goff
		Principal Financial Officer, Principal Accounting
		Officer and Treasurer
		(principal financial officer)

EX-99.906 CERT

Exhibit 12(b)

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

          Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of the TIAA-CREF Funds does hereby certify, to such officer’s knowledge, that:

The report on Form N-CSR of the TIAA-CREF Funds (the “Funds”) dated May 31, 2012 (the “Form N-CSR”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Funds.

Dated: July 16, 2012	By:	/s/Roger W. Ferguson
		Roger W. Ferguson, Jr.
		Principal Executive Officer and President
		(principal executive officer)
Dated: July 16, 2012	By:	/s/ Phillip G. Goff
		Phillip G. Goff
		Principal Financial Officer, Principal Accounting
		Officer and Treasurer
		(principal financial officer)