N-CSR 1 c77815_ncsr.htm

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)

	Terry H. Lin, 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, 2014

Item 1. Reports to Stockholders.

	2014 Annual Report TIAA-CREF Lifecycle Funds of the TIAA-CREF Funds May 31, 2014
	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	77
	Report of independent registered public accounting firm	94
	Trustees and officers	95
	Renewal of investment management agreement	102
	Important tax information	112
	Additional information about index providers	114
	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, 2014. 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, 2014.
	•	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, Premier and Retirement classes or 800 223-1200 for the Retail Class. We urge you to read the prospectus carefully before investing.

2	2014 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 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 the last day of February 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 ■ 2014 Annual Report

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 All Country World ex USA Index measures the performance of large- and mid-cap stocks in 43 developed and emerging market countries, 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. 1–3 Year Government/Credit Bond Index measures the performance of U.S. Treasury and agency securities and corporate bonds with 1- to 3-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).

*	On January 1, 2014, the Barclays U.S. 1–3 Year Government/Credit Bond Index replaced the Barclays U.S. 1–5 Year Government/Credit Bond Index as the Short-Term Bond Fund’s benchmark.

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.

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

4	2014 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 costs of 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, 2013–May 31, 2014).

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 ■ 2014 Annual Report

Important information about expenses

Expense examples

Six months ended May 31, 2014

	Beginning		Ending				Effective
	account		account		Expenses paid		expenses paid
Lifecycle Funds	value		value		during period	*	during period	^†
Institutional Class	(12/1/13	)	(5/31/14	)	(12/1/13–5/31/14	)	(12/1/13–5/31/14	)


Retirement Income Fund actual return	$1,000.00		$1,038.96		$0.00		$1.93
5% annual hypothetical return	1,000.00		1,024.93		0.00		1.92


2010 Fund actual return	$1,000.00		$1,040.80		$0.00		$1.98
5% annual hypothetical return	1,000.00		1,024.93		0.00		1.97


2015 Fund actual return	$1,000.00		$1,042.51		$0.00		$2.04
5% annual hypothetical return	1,000.00		1,024.93		0.00		2.02


2020 Fund actual return	$1,000.00		$1,044.16		$0.00		$2.14
5% annual hypothetical return	1,000.00		1,024.93		0.00		2.12


2025 Fund actual return	$1,000.00		$1,045.89		$0.00		$2.19
5% annual hypothetical return	1,000.00		1,024.93		0.00		2.17


2030 Fund actual return	$1,000.00		$1,046.27		$0.00		$2.24
5% annual hypothetical return	1,000.00		1,024.93		0.00		2.22


2035 Fund actual return	$1,000.00		$1,047.75		$0.00		$2.30
5% annual hypothetical return	1,000.00		1,024.93		0.00		2.27


2040 Fund actual return	$1,000.00		$1,047.88		$0.00		$2.35
5% annual hypothetical return	1,000.00		1,024.93		0.00		2.32


2045 Fund actual return	$1,000.00		$1,047.78		$0.00		$2.35
5% annual hypothetical return	1,000.00		1,024.93		0.00		2.32


2050 Fund actual return	$1,000.00		$1,047.13		$0.00		$2.35
5% annual hypothetical return	1,000.00		1,024.93		0.00		2.32


2055 Fund actual return	$1,000.00		$1,047.94		$0.00		$2.35
5% annual hypothetical return	1,000.00		1,024.93		0.00		2.32

The amounts in the “Expenses paid during period” column are based on each 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 182/365. There were 182 days in the six months ended May 31, 2014. 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.

6	2014 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 0.38% for the Retirement Income Fund; 0.39% for the 2010 Fund; 0.40% for the 2015 Fund; 0.42% for the 2020 Fund; 0.43% for the 2025 Fund; 0.44% for the 2030 Fund; 0.45% for the 2035 Fund; and 0.46% for the 2040, 2045, 2050 and 2055 Funds.

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Important information about expenses

Expense examples

Six months ended May 31, 2014

	Beginning		Ending				Effective
	account		account		Expenses paid		expenses paid
Lifecycle Funds	value		value		during period	*	during period	^†
Premier Class	(12/1/13	)	(5/31/14	)	(12/1/13–5/31/14	)	(12/1/13–5/31/14	)


Retirement Income Fund actual return	$1,000.00		$1,038.23		$0.76		$2.69
5% annual hypothetical return	1,000.00		1,024.18		0.76		2.67


2010 Fund actual return	$1,000.00		$1,040.10		$0.76		$2.75
5% annual hypothetical return	1,000.00		1,024.18		0.76		2.72


2015 Fund actual return	$1,000.00		$1,042.01		$0.76		$2.80
5% annual hypothetical return	1,000.00		1,024.18		0.76		2.77


2020 Fund actual return	$1,000.00		$1,043.77		$0.76		$2.90
5% annual hypothetical return	1,000.00		1,024.18		0.76		2.87


2025 Fund actual return	$1,000.00		$1,044.58		$0.76		$2.96
5% annual hypothetical return	1,000.00		1,024.18		0.76		2.92


2030 Fund actual return	$1,000.00		$1,045.92		$0.77		$3.01
5% annual hypothetical return	1,000.00		1,024.18		0.76		2.97


2035 Fund actual return	$1,000.00		$1,046.43		$0.77		$3.06
5% annual hypothetical return	1,000.00		1,024.18		0.76		3.02


2040 Fund actual return	$1,000.00		$1,046.56		$0.77		$3.11
5% annual hypothetical return	1,000.00		1,024.18		0.76		3.07


2045 Fund actual return	$1,000.00		$1,047.75		$0.77		$3.11
5% annual hypothetical return	1,000.00		1,024.18		0.76		3.07


2050 Fund actual return	$1,000.00		$1,047.12		$0.77		$3.11
5% annual hypothetical return	1,000.00		1,024.18		0.76		3.07


2055 Fund actual return	$1,000.00		$1,046.40		$0.77		$3.11
5% annual hypothetical return	1,000.00		1,024.18		0.76		3.07

8	2014 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 0.53% for the Retirement Income Fund; 0.54% for the 2010 Fund; 0.55% for the 2015 Fund; 0.57% for the 2020 Fund; 0.58% for the 2025 Fund; 0.59% for the 2030 Fund; 0.60% for the 2035 Fund; and 0.61% for the 2040, 2045, 2050 and 2055 Funds.

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Important information about expenses

Expense examples

Six months ended May 31, 2014


Lifecycle Funds Retirement Class	Beginning account value (12/1/13		)	Ending account value (5/31/14		)	Expenses paid during period (12/1/13–5/31/14		* )	Effective expenses paid during period (12/1/13–5/31/14		^† )


Retirement Income Fund actual return		$1,000.00			$1,036.83			$1.27			$3.20
5% annual hypothetical return		1,000.00			1,023.68			1.26			3.18


2010 Fund actual return		$1,000.00			$1,039.37			$1.27			$3.25
5% annual hypothetical return		1,000.00			1,023.68			1.26			3.23


2015 Fund actual return		$1,000.00			$1,041.06			$1.27			$3.31
5% annual hypothetical return		1,000.00			1,023.68			1.26			3.28


2020 Fund actual return		$1,000.00			$1,042.47			$1.27			$3.41
5% annual hypothetical return		1,000.00			1,023.68			1.26			3.38


2025 Fund actual return		$1,000.00			$1,044.37			$1.27			$3.47
5% annual hypothetical return		1,000.00			1,023.68			1.26			3.43


2030 Fund actual return		$1,000.00			$1,044.80			$1.27			$3.52
5% annual hypothetical return		1,000.00			1,023.68			1.26			3.48


2035 Fund actual return		$1,000.00			$1,046.07			$1.28			$3.57
5% annual hypothetical return		1,000.00			1,023.68			1.26			3.53


2040 Fund actual return		$1,000.00			$1,046.85			$1.28			$3.62
5% annual hypothetical return		1,000.00			1,023.68			1.26			3.58


2045 Fund actual return		$1,000.00			$1,046.64			$1.28			$3.62
5% annual hypothetical return		1,000.00			1,023.68			1.26			3.58


2050 Fund actual return		$1,000.00			$1,046.95			$1.28			$3.62
5% annual hypothetical return		1,000.00			1,023.68			1.26			3.58


2055 Fund actual return		$1,000.00			$1,046.00			$1.28			$3.62
5% annual hypothetical return		1,000.00			1,023.68			1.26			3.58

The amounts in the “Expenses paid during period” column are based on each 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 182/365. There were 182 days in the six months ended May 31, 2014. 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.

10	2014 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 0.63% for the Retirement Income Fund; 0.64% for the 2010 Fund; 0.65% for the 2015 Fund; 0.67% for the 2020 Fund; 0.68% for the 2025 Fund; 0.69% for the 2030 Fund; 0.70% for the 2035 Fund; and 0.71% for the 2040, 2045, 2050 and 2055 Funds.

Expense example

Six months ended May 31, 2014


Lifecycle Funds Retail Class	Beginning account value (12/1/13		)	Ending account value (5/31/14		)	Expenses paid during period (12/1/13–5/31/14		* )	Effective expenses paid during period (12/1/13–5/31/14		^† )


Retirement Income Fund actual return		$1,000.00			$1,036.83			$1.27			$3.20
5% annual hypothetical return		1,000.00			1,023.68			1.26			3.18

The amounts in the “Expenses paid during period” column are 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 182/365. There were 182 days in the six months ended May 31, 2014. 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 0.25% 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 0.63% for the Retail Class of the Retirement Income Fund.

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Investment results of the Lifecycle Funds

Performance for the twelve months ended May 31, 2014

All eleven TIAA-CREF Lifecycle Funds posted gains for the twelve-month reporting period but underperformed their respective composite benchmarks. Returns for the Retirement Class ranged from 8.49% for the Retirement Income Fund to 16.52% for the 2045 Fund. The tables on the following pages show returns for all share classes of the funds. The underperformance of the individual Lifecycle Funds, in relation to their respective composite benchmarks, ranged from 0.93 of a percentage point for the 2055 Fund to 0.16 of a percentage point for the Retirement Income Fund. (All results for the Lifecycle Funds are for the Retirement Class.)

Markets fluctuate but many end higher

Despite mixed economic signals in many parts of the world, most markets rose for the twelve months. The period began with U.S. stock and bond markets faltering in June 2013, triggered by concerns that the Federal Reserve (“Fed”) might start unwinding its quantitative easing sooner than anticipated. Equities rose in the final several months of 2013 as those concerns about easing subsided and economic reports signaled a pickup in the U.S. economy.

In January, the Fed began scaling back its monthly purchases of government bonds. U.S. stocks fell sharply for the month following weaker-than-expected economic data. First-quarter gross domestic product, the output of goods and services in the United States, declined partially as a result of the harsh winter. Worries about slowing growth in emerging nations put downward pressure on equity markets. As 2014 progressed, some areas of the U.S. economy improved, the Fed reaffirmed its low interest rate policy and stocks regained their footing. By period-end unemployment had dropped to 6.3%. Outside the U.S., equities rose in anticipation of interest rate cuts.

For the period, the Russell 3000^®Index, a broad measure of the U.S. stock market, rose 20.57%. The MSCI All Country World ex USA Index, which measures the performance of large- and mid-cap stocks in 43 developed and emerging market nations excluding the U.S., climbed 14.54% and 11.98% in terms of U.S. dollars and local currencies, respectively.

The prospect of rising interest rates limited U.S. investment-grade bond returns. The broad domestic bond market, as measured by the Barclays U.S. Aggregate Bond Index, rose 2.71% for the period. The Barclays U.S. Treasury Inflation Protected Securities Index (Series-L) returned 0.40% for the period but gained 5.51% for the first five months of 2014. Short-term U.S. Treasury securities returned 1.05%, as measured by the Barclays U.S. 1–3 Year Government/Credit Bond Index.

12	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

Stock market rallies drive fund performance

Nine of the eleven Lifecycle Funds posted double-digit gains for the twelve months, fueled by gains in many equity markets.

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 funds that in turn buy stocks, bonds and other securities in these market sectors.

For the twelve months, the absolute returns of the funds—that is, without regard to the performance of their respective composite benchmarks—were driven by gains in the U.S. and international equity sectors. The Large-Cap Growth and Growth & Income funds were strong contributors. Conversely, absolute returns were constrained by weaker performance from the emerging market equity, inflation-protected asset and short-term fixed-income sectors.

International equity contributes to relative performance

Each of the Lifecycle Funds underperformed their respective composite benchmark, largely because of the results of several underlying funds in the U.S. equity, international and fixed-income sectors.

U.S. equity investments that detracted most from relative performance were the Enhanced Large-Cap Growth Index and Large-Cap Value funds. Among foreign investments, the International Opportunities and Emerging Markets Equity funds were detractors. The High-Yield and Inflation-Linked Bond funds were also drags on relative performance.

These negative effects were partially offset by the performance of the Enhanced International Equity Index, Large-Cap Growth and Small-Cap Equity funds. In the fixed-income sector, the Bond and Bond Plus funds boosted relative performance of Lifecycle Funds.

Lifecycle Funds with larger allocations to stocks posted higher returns. For example, the 2040, 2045, 2050 and 2055 funds, each with approximately 90% of their assets invested in equities as of period-end, advanced 16.41% or higher. By comparison, the Retirement Income Fund, with approximately 60% of its portfolio invested in fixed income and 40% in equity funds at period-end, rose 8.49%. (Returns of the Lifecycle Funds’ underlying funds can be found at www.tiaa-cref.org/performance.)

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Lifecycle Retirement Income Fund

Performance as of May 31, 2014


		Total return		Average annual total return
Lifecycle Retirement Income Fund	Inception date	1 year		5 years		since fund inception

Institutional Class	11/30/2007	8.84	%	9.95	%	5.13	%
Premier Class	9/30/2009	8.69		9.77	*	4.94	*
Retirement Class	11/30/2007	8.49		9.65		4.86
Retail Class	11/30/2007	8.49		9.70		4.95


Retirement Income Fund Composite Index^†	—	8.65		9.59		5.25	^‡


Broad market index
Barclays U.S. Aggregate Bond Index	—	2.71		4.96		4.87	^‡

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 any 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 these periods 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 these periods would have been higher.
^†	As of the close of business on May 31, 2014, the Retirement Income Fund Composite Index consisted of: 40.0% Barclays U.S. Aggregate Bond Index; 28.0% Russell 3000^® Index; 12.0% MSCI All Country World ex USA Index; 10.0% Barclays U.S. 1–3 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	2014 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 5/31/14			Target allocation for 6/30/14


Equity

U.S. equity		27.6	%		28.0	%

International equity		12.6			12.0

Fixed income

Fixed income		39.8			40.0

Short-term fixed income		14.8			10.0

Inflation-protected assets		5.0			10.0


Other assets & liabilities, net		0.2			—


Total		100.0			100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Lifecycle 2010 Fund

Performance as of May 31, 2014


			Total return			Average annual total return


Lifecycle 2010 Fund	Inception date		1 year			5 years			since fund inception


Institutional Class		1/17/2007		10.03	%		11.03	%		6.22	%*
Premier Class		9/30/2009		9.78			10.85	*		6.06	*
Retirement Class		10/15/2004		9.66			10.75			6.01


2010 Fund Composite Index^†		—		9.85			10.66			6.22	^‡


Broad market index
Barclays U.S. Aggregate Bond Index		—		2.71			4.96			4.73	^‡

You cannot invest directly in any 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, 2014, the 2010 Fund Composite Index consisted of: 38.8% Barclays U.S. Aggregate Bond Index; 32.2% Russell 3000^® Index; 13.8% MSCI All Country World ex USA Index; 7.6% Barclays U.S. 1–3 Year Government/Credit Bond Index; and 7.6% 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	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

Lifecycle 2010 Fund

$10,000 invested at fund’s inception

Retirement Class (inception October 15, 2004)

Asset allocation


	% of net assets as of 5/31/14			Target allocation for 6/30/14


Equity

U.S. equity		32.0	%		32.2	%

International equity		14.4			13.8

Fixed income

Fixed income		38.7			38.8

Short-term fixed income		9.9			7.6

Inflation-protected assets		5.1			7.6


Other assets & liabilities, net		-0.1			—


Total		100.0			100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Lifecycle 2015 Fund

Performance as of May 31, 2014


			Total return			Average annual total return


Lifecycle 2015 Fund	Inception date		1 year			5 years			since fund inception


Institutional Class		1/17/2007		10.93	%		11.81	%		6.39	%*
Premier Class		9/30/2009		10.90			11.66	*		6.24	*
Retirement Class		10/15/2004		10.62			11.55			6.18


2015 Fund Composite Index^†		—		10.93			11.50			6.39	^‡


Broad market index
Russell 3000^® Index		—		20.57			18.82			8.55	^‡

You cannot invest directly in any 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, 2014, the 2015 Fund Composite Index consisted of: 37.1% Barclays U.S. Aggregate Bond Index; 36.2% Russell 3000 Index; 15.5% MSCI All Country World ex USA Index; 5.6% Barclays U.S. 1–3 Year Government/Credit Bond Index; and 5.6% 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	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

Lifecycle 2015 Fund

$10,000 invested at fund’s inception

Retirement Class (inception October 15, 2004)

Asset allocation


	% of net assets as of 5/31/14			Target allocation for 6/30/14


Equity

U.S. equity		35.8	%		36.1	%

International equity		16.1			15.5

Fixed income

Fixed income		36.9			37.2

Short-term fixed income		6.0			5.6

Inflation-protected assets		5.1			5.6


Other assets & liabilities, net		0.1			—


Total		100.0			100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Lifecycle 2020 Fund

Performance as of May 31, 2014


			Total return			Average annual total return


Lifecycle 2020 Fund	Inception date		1 year			5 years			since fund inception


Institutional Class		1/17/2007		12.28	%		12.72	%		6.48	%*
Premier Class		9/30/2009		12.15			12.58	*		6.34	*
Retirement Class		10/15/2004		12.00			12.45			6.28


2020 Fund Composite Index^†		—		12.33			12.47			6.51	^‡


Broad market index
Russell 3000^® Index		—		20.57			18.82			8.55	^‡

You cannot invest directly in any 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, 2014, the 2020 Fund Composite Index consisted of: 41.8% Russell 3000 Index; 33.1% Barclays U.S. Aggregate Bond Index; 17.9% MSCI All Country World ex USA Index; 3.6% Barclays U.S. 1–3 Year Government/Credit Bond Index; and 3.6% 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	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

Lifecycle 2020 Fund

$10,000 invested at fund’s inception

Retirement Class (inception October 15, 2004)

Asset allocation

	% of			Target
	net assets as			allocation
	of 5/31/14			for 6/30/14


Equity

U.S. equity		41.3	%		41.7	%

International equity		18.5			17.9

Fixed income

Fixed income		32.9			33.2

Short-term fixed income		3.5			3.6

Inflation-protected assets		3.5			3.6


Other assets & liabilities, net		0.3			—


Total		100.0			100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Lifecycle 2025 Fund

Performance as of May 31, 2014

		Total			Average annual
		return			total return


								since fund
Lifecycle 2025 Fund	Inception date	1 year			5 years			inception


Institutional Class	1/17/2007		13.64	%		13.63	%		6.60	%*
Premier Class	9/30/2009		13.42			13.40	*		6.43	*
Retirement Class	10/15/2004		13.39			13.32			6.39


2025 Fund Composite Index^†	—		13.74			13.42			6.63	^‡


Broad market index
Russell 3000^® Index	—		20.57			18.82			8.55	^‡

You cannot invest directly in any 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, 2014, the 2025 Fund Composite Index consisted of: 47.4% Russell 3000 Index; 29.1% Barclays U.S. Aggregate Bond Index; 20.3% MSCI All Country World ex USA Index; 1.6% Barclays U.S. 1–3 Year Government/Credit Bond Index; and 1.6% 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.

22	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

Lifecycle 2025 Fund

$10,000 invested at fund’s inception

Retirement Class (inception October 15, 2004)

Asset allocation


	% of			Target
	net assets as			allocation
	of 5/31/14			for 6/30/14


Equity

U.S. equity		46.9	%		47.3	%

International equity		20.9			20.3

Fixed income

Fixed income		28.9			29.2

Short-term fixed income		1.5			1.6

Inflation-protected assets		1.5			1.6


Other assets & liabilities, net		0.3			—


Total		100.0			100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Lifecycle 2030 Fund

Performance as of May 31, 2014


			Total			Average annual
			return			total return


									since fund
Lifecycle 2030 Fund	Inception date		1 year			5 years			inception


Institutional Class		1/17/2007		14.82	%		14.41	%		6.62	%*
Premier Class		9/30/2009		14.72			14.22	*		6.46	*
Retirement Class		10/15/2004		14.54			14.12			6.41


2030 Fund Composite Index^†		—		15.13			14.34			6.74	^‡


Broad market index
Russell 3000^® Index		—		20.57			18.82			8.55	^‡

You cannot invest directly in any 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, 2014, the 2030 Fund Composite Index consisted of: 53.0% Russell 3000 Index; 24.3% Barclays U.S. Aggregate Bond Index; and 22.7% 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 Retirement Class.

24	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

Lifecycle 2030 Fund

$10,000 invested at fund’s inception

Retirement Class (inception October 15, 2004)

Asset allocation


	% of			Target
	net assets as			allocation
	of 5/31/14			for 6/30/14


Equity

U.S. equity		52.4	%		52.9	%

International equity		23.2			22.7

Fixed income		24.1			24.4


Other assets & liabilities, net		0.3			—


Total		100.0			100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Lifecycle 2035 Fund

Performance as of May 31, 2014


			Total			Average annual
			return			total return

									since fund
Lifecycle 2035 Fund	Inception date		1 year			5 years			inception


Institutional Class		1/17/2007		16.10	%		15.15	%		6.89	%*
Premier Class		9/30/2009		15.87			14.97	*		6.74	*
Retirement Class		10/15/2004		15.72			14.86			6.69


2035 Fund Composite Index^†		—		16.46			15.19			7.06	^‡


Broad market index
Russell 3000^® Index		—		20.57			18.82			8.55	^‡

You cannot invest directly in any 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, 2014, the 2035 Fund Composite Index consisted of: 58.6% Russell 3000 Index; 25.1% MSCI All Country World ex USA Index; and 16.3% 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	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

Lifecycle 2035 Fund

$10,000 invested at fund’s inception

Retirement Class (inception October 15, 2004)

Asset allocation


	% of			Target
	net assets as			allocation
	of 5/31/14			for 6/30/14


Equity

U.S. equity		58.0	%		58.5	%

International equity		25.6			25.1

Fixed income		16.1			16.4


Other assets & liabilities, net		0.3			—


Total		100.0			100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Lifecycle 2040 Fund

Performance as of May 31, 2014

			Total			Average annual
			return			total return
									since fund
Lifecycle 2040 Fund	Inception date		1 year			5 years			inception


Institutional Class		1/17/2007		16.75	%		15.42	%		7.25	%*
Premier Class		9/30/2009		16.64			15.23	*		7.09	*
Retirement Class		10/15/2004		16.51			15.13			7.04


2040 Fund Composite Index^†		—		17.34			15.53			7.40	^‡


Broad market index
Russell 3000^® Index		—		20.57			18.82			8.55	^‡

You cannot invest directly in any 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, 2014, the 2040 Fund Composite Index consisted of: 63.0% Russell 3000 Index; 27.0% MSCI All Country World ex USA 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	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

Lifecycle 2040 Fund

$10,000 invested at fund’s inception

Retirement Class (inception October 15, 2004)

Asset allocation
	% of			Target
	net assets as			allocation
	of 5/31/14			for 6/30/14


Equity

U.S. equity		62.3	%		63.0	%

International equity		27.4			27.0

Fixed income		10.0			10.0


Other assets & liabilities, net		0.3			—


Total		100.0			100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Lifecycle 2045 Fund

Performance as of May 31, 2014

			Total			Average annual
			return			total return
									since fund
Lifecycle 2045 Fund	Inception date		1 year			5 years			inception


Institutional Class		11/30/2007		16.79	%		15.40	%		4.47	%
Premier Class		9/30/2009		16.60			15.22	*		4.30	*
Retirement Class		11/30/2007		16.52			15.10			4.21


2045 Fund Composite Index^†		—		17.34			15.53			5.15	^‡


Broad market index
Russell 3000^® Index		—		20.57			18.82			6.78	^‡

You cannot invest directly in any 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 these periods 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 these periods would have been higher.
^†	As of the close of business on May 31, 2014, the 2045 Fund Composite Index consisted of: 63.0% Russell 3000 Index; 27.0% MSCI All Country World ex USA 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	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

Lifecycle 2045 Fund

$10,000 invested at fund’s inception

Retirement Class (inception November 30, 2007)

Asset allocation

	% of		Target
	net assets as		allocation
	of 5/31/14		for 6/30/14


Equity

U.S. equity	62.3	%	63.0	%

International equity	27.3		27.0

Fixed income	10.0		10.0


Other assets & liabilities, net	0.4		—


Total	100.0		100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Lifecycle 2050 Fund

Performance as of May 31, 2014

			Total			Average annual
			return			total return
									since fund
Lifecycle 2050 Fund	Inception date		1 year			5 years			inception


Institutional Class		11/30/2007		16.76	%		15.40	%		4.44	%
Premier Class		9/30/2009		16.57			15.23	*		4.24	*
Retirement Class		11/30/2007		16.48			15.14			4.18


2050 Fund Composite Index^†		—		17.34			15.53			5.15	^‡


Broad market index
Russell 3000^® Index		—		20.57			18.82			6.78	^‡

You cannot invest directly in any 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 these periods 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 these periods would have been higher.
^†	As of the close of business on May 31, 2014, the 2050 Fund Composite Index consisted of: 63.0% Russell 3000 Index; 27.0% MSCI All Country World ex USA 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	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

Lifecycle 2050 Fund

$10,000 invested at fund’s inception

Retirement Class (inception November 30, 2007)

Asset allocation

	% of			Target
	net assets as			allocation
	of 5/31/14			for 6/30/14


Equity

U.S. equity		62.3	%		63.0	%

International equity		27.3			27.0

Fixed income		10.0			10.0


Other assets & liabilities, net		0.4			—


Total		100.0			100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Lifecycle 2055 Fund

Performance as of May 31, 2014

			Total			Average annual
			return			total return
						since fund
Lifecycle 2055 Fund	Inception date		1 year			inception


Institutional Class		4/29/2011		16.70	%		10.13	%
Premier Class		4/29/2011		16.55			9.96
Retirement Class		4/29/2011		16.41			9.85


2055 Fund Composite Index*		—		17.34			10.71	^†


Broad market index
Russell 3000^® Index		—		20.57			13.93	^†

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

*	As of the close of business on May 31, 2014, the 2055 Fund Composite Index consisted of: 63.0% Russell 3000 Index; 27.0% MSCI All Country World ex USA 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	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

Lifecycle 2055 Fund

$10,000 invested at fund’s inception

Retirement Class (inception April 29, 2011)

Asset allocation

	% of			Target
	net assets as			allocation
	of 5/31/14			for 6/30/14


Equity

U.S. equity		62.2	%		63.0	%

International equity		27.3			27.0

Fixed income		9.9			10.0


Other assets & liabilities, net		0.6			—


Total		100.0			100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Portfolio of investments

Lifecycle Retirement Income Fund ■ May 31, 2014

Shares		Security		Value		% of net assets

TIAA-CREF FUNDS — 99.8% (a)

FIXED INCOME — 39.8%
	7,144,115	TIAA-CREF Bond Fund		$	75,513,293		24.9	%
	3,072,724	TIAA-CREF Bond Plus Fund			33,001,056		10.9
	1,150,835	TIAA-CREF High-Yield Fund			12,026,222		4.0
		TOTAL FIXED INCOME			120,540,571		39.8

INFLATION-PROTECTED ASSETS — 5.0%
	1,294,224	TIAA-CREF Inflation-Linked Bond Fund			15,258,903		5.0
		TOTAL INFLATION-PROTECTED ASSETS			15,258,903		5.0

INTERNATIONAL EQUITY — 12.6%
	666,783	TIAA-CREF Emerging Markets Equity Fund			7,414,628		2.5
	1,065,265	TIAA-CREF Enhanced International Equity Index Fund			9,001,491		3.0
	193,202	TIAA-CREF Global Natural Resources Fund			1,957,141		0.6
	826,888	TIAA-CREF International Equity Fund			9,906,118		3.3
	875,971	TIAA-CREF International Opportunities Fund			9,688,239		3.2
		TOTAL INTERNATIONAL EQUITY			37,967,617		12.6

SHORT-TERM FIXED INCOME — 14.8%
	27,890	TIAA-CREF Money Market Fund			27,890		0.0
	4,297,123	TIAA-CREF Short-Term Bond Fund			44,861,967		14.8
		TOTAL SHORT-TERM FIXED INCOME			44,889,857		14.8

U.S. EQUITY — 27.6%
	1,392,744	TIAA-CREF Enhanced Large-Cap Growth Index Fund			16,044,408		5.3
	1,442,766	TIAA-CREF Enhanced Large-Cap Value Index Fund			15,524,166		5.1
	1,079,722	TIAA-CREF Growth & Income Fund			13,356,160		4.4
	1,046,866	TIAA-CREF Large-Cap Growth Fund			15,996,113		5.3
	847,390	TIAA-CREF Large-Cap Value Fund			15,337,765		5.1
	17,122	TIAA-CREF Mid-Cap Growth Fund			395,871		0.1
	11,866	TIAA-CREF Mid-Cap Value Fund			287,167		0.1
	345,530	TIAA-CREF Small-Cap Equity Fund			6,464,858		2.2
		TOTAL U.S. EQUITY			83,406,508		27.6
		TOTAL TIAA-CREF FUNDS	(Cost $269,107,393)		302,063,456		99.8

		TOTAL PORTFOLIO	(Cost $269,107,393)		302,063,456		99.8
		OTHER ASSETS & LIABILITIES, NET			488,194		0.2
		NET ASSETS		$	302,551,650		100.0	%

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

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

Portfolio of investments

Lifecycle 2010 Fund ■ May 31, 2014

Shares		Security		Value			% of net assets

TIAA-CREF FUNDS — 100.1% (a)
FIXED INCOME — 38.7%
	24,376,575	TIAA-CREF Bond Fund		$	257,660,401			23.8	%
	11,015,227	TIAA-CREF Bond Plus Fund			118,303,534			10.9
	4,124,385	TIAA-CREF High-Yield Fund			43,099,822			4.0
		TOTAL FIXED INCOME			419,063,757			38.7

INFLATION-PROTECTED ASSETS — 5.1%
	4,731,644	TIAA-CREF Inflation-Linked Bond Fund			55,786,085			5.1
		TOTAL INFLATION-PROTECTED ASSETS			55,786,085			5.1

INTERNATIONAL EQUITY — 14.4%
	2,676,966	TIAA-CREF Emerging Markets Equity Fund			29,767,861			2.8
	4,466,208	TIAA-CREF Enhanced International Equity Index Fund			37,739,461			3.5
	799,239	TIAA-CREF Global Natural Resources Fund			8,096,288			0.7
	3,394,846	TIAA-CREF International Equity Fund			40,670,253			3.8
	3,569,471	TIAA-CREF International Opportunities Fund			39,478,347			3.6
		TOTAL INTERNATIONAL EQUITY			155,752,210			14.4

SHORT-TERM FIXED INCOME — 9.9%
	58,956	TIAA-CREF Money Market Fund			58,956			0.0
	10,232,937	TIAA-CREF Short-Term Bond Fund			106,831,865			9.9
		TOTAL SHORT-TERM FIXED INCOME			106,890,821			9.9

U.S. EQUITY — 32.0%
	5,762,314	TIAA-CREF Enhanced Large-Cap Growth Index Fund			66,381,857			6.1
	5,975,188	TIAA-CREF Enhanced Large-Cap Value Index Fund			64,293,019			5.9
	4,478,414	TIAA-CREF Growth & Income Fund			55,397,980			5.1
	4,340,380	TIAA-CREF Large-Cap Growth Fund			66,321,001			6.1
	3,508,324	TIAA-CREF Large-Cap Value Fund			63,500,669			5.9
	90,996	TIAA-CREF Mid-Cap Growth Fund			2,103,822			0.2
	68,979	TIAA-CREF Mid-Cap Value Fund			1,669,288			0.2
	1,433,216	TIAA-CREF Small-Cap Equity Fund			26,815,469			2.5
		TOTAL U.S. EQUITY			346,483,105			32.0
		TOTAL TIAA-CREF FUNDS	(Cost $930,354,454)		1,083,975,978			100.1

		TOTAL PORTFOLIO	(Cost $930,354,454)		1,083,975,978			100.1
		OTHER ASSETS & LIABILITIES, NET			(1,183,513	)		(0.1	)
		NET ASSETS		$	1,082,792,465			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 ■ 2014 Annual Report

Portfolio of investments

Lifecycle 2015 Fund ■ May 31, 2014

Shares		Security		Value		% of net assets

TIAA-CREF FUNDS — 99.9% (a)

FIXED INCOME — 36.9%
	35,216,421	TIAA-CREF Bond Fund		$	372,237,572		22.1	%
	17,154,343	TIAA-CREF Bond Plus Fund			184,237,639		10.9
	6,343,676	TIAA-CREF High-Yield Fund			66,291,417		3.9
		TOTAL FIXED INCOME			622,766,628		36.9

INFLATION-PROTECTED ASSETS — 5.1%
	7,331,943	TIAA-CREF Inflation-Linked Bond Fund			86,443,603		5.1
		TOTAL INFLATION-PROTECTED ASSETS			86,443,603		5.1

INTERNATIONAL EQUITY — 16.1%
	4,563,841	TIAA-CREF Emerging Markets Equity Fund			50,749,909		3.0
	7,853,006	TIAA-CREF Enhanced International Equity Index Fund			66,357,900		3.9
	1,393,463	TIAA-CREF Global Natural Resources Fund			14,115,776		0.8
	5,986,723	TIAA-CREF International Equity Fund			71,720,947		4.3
	6,265,134	TIAA-CREF International Opportunities Fund			69,292,382		4.1
		TOTAL INTERNATIONAL EQUITY			272,236,914		16.1

SHORT-TERM FIXED INCOME — 6.0%
	143,145	TIAA-CREF Money Market Fund			143,145		0.0
	9,586,977	TIAA-CREF Short-Term Bond Fund			100,088,040		6.0
		TOTAL SHORT-TERM FIXED INCOME			100,231,185		6.0

U.S. EQUITY — 35.8%
	10,037,666	TIAA-CREF Enhanced Large-Cap Growth Index Fund			115,633,910		6.8
	10,414,544	TIAA-CREF Enhanced Large-Cap Value Index Fund			112,060,496		6.6
	7,808,290	TIAA-CREF Growth & Income Fund			96,588,544		5.7
	7,564,259	TIAA-CREF Large-Cap Growth Fund			115,581,883		6.8
	6,108,867	TIAA-CREF Large-Cap Value Fund			110,570,486		6.6
	183,276	TIAA-CREF Mid-Cap Growth Fund			4,237,343		0.3
	144,327	TIAA-CREF Mid-Cap Value Fund			3,492,719		0.2
	2,501,294	TIAA-CREF Small-Cap Equity Fund			46,799,203		2.8
		TOTAL U.S. EQUITY			604,964,584		35.8
		TOTAL TIAA-CREF FUNDS	(Cost $1,531,239,916)		1,686,642,914		99.9

		TOTAL PORTFOLIO	(Cost $1,531,239,916)		1,686,642,914		99.9
		OTHER ASSETS & LIABILITIES, NET			2,019,692		0.1
		NET ASSETS		$	1,688,662,606		100.0	%

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

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

Portfolio of investments

Lifecycle 2020 Fund ■ May 31, 2014

Shares		Security		Value		% of net assets

TIAA-CREF FUNDS — 99.7% (a)

FIXED INCOME — 32.9%
	40,947,907	TIAA-CREF Bond Fund		$	432,819,374		17.8	%
	24,724,135	TIAA-CREF Bond Plus Fund			265,537,206		10.9
	9,700,359	TIAA-CREF High-Yield Fund			101,368,751		4.2
		TOTAL FIXED INCOME			799,725,331		32.9

INFLATION-PROTECTED ASSETS — 3.5%
	7,279,727	TIAA-CREF Inflation-Linked Bond Fund			85,827,983		3.5
		TOTAL INFLATION-PROTECTED ASSETS			85,827,983		3.5

INTERNATIONAL EQUITY — 18.5%
	7,394,926	TIAA-CREF Emerging Markets Equity Fund			82,231,577		3.4
	13,134,216	TIAA-CREF Enhanced International Equity Index Fund			110,984,123		4.5
	2,318,381	TIAA-CREF Global Natural Resources Fund			23,485,203		1.0
	9,937,318	TIAA-CREF International Equity Fund			119,049,072		4.9
	10,354,461	TIAA-CREF International Opportunities Fund			114,520,343		4.7
		TOTAL INTERNATIONAL EQUITY			450,270,318		18.5

SHORT-TERM FIXED INCOME — 3.5%
	191,587	TIAA-CREF Money Market Fund			191,587		0.0
	8,218,676	TIAA-CREF Short-Term Bond Fund			85,802,974		3.5
		TOTAL SHORT-TERM FIXED INCOME			85,994,561		3.5

U.S. EQUITY — 41.3%
	16,655,471	TIAA-CREF Enhanced Large-Cap Growth Index Fund			191,871,024		7.9
	17,271,904	TIAA-CREF Enhanced Large-Cap Value Index Fund			185,845,682		7.6
	12,960,463	TIAA-CREF Growth & Income Fund			160,320,929		6.6
	12,557,721	TIAA-CREF Large-Cap Growth Fund			191,881,975		7.9
	10,158,723	TIAA-CREF Large-Cap Value Fund			183,872,882		7.5
	348,682	TIAA-CREF Mid-Cap Growth Fund			8,061,533		0.3
	280,839	TIAA-CREF Mid-Cap Value Fund			6,796,303		0.3
	4,151,482	TIAA-CREF Small-Cap Equity Fund			77,674,226		3.2
		TOTAL U.S. EQUITY			1,006,324,554		41.3
		TOTAL TIAA-CREF FUNDS	(Cost $2,164,734,325)		2,428,142,747		99.7

		TOTAL PORTFOLIO	(Cost $2,164,734,325)		2,428,142,747		99.7
		OTHER ASSETS & LIABILITIES, NET			7,448,426		0.3
		NET ASSETS		$	2,435,591,173		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 ■ 2014 Annual Report

Portfolio of investments

Lifecycle 2025 Fund ■ May 31, 2014

Shares		Security		Value		% of net assets

TIAA-CREF FUNDS — 99.7% (a)

FIXED INCOME — 28.9%
	29,902,852	TIAA-CREF Bond Fund		$	316,073,151		13.0	%
	24,228,157	TIAA-CREF Bond Plus Fund			260,210,406		10.7
	12,034,143	TIAA-CREF High-Yield Fund			125,756,792		5.2
		TOTAL FIXED INCOME			702,040,349		28.9

INFLATION-PROTECTED ASSETS — 1.5%
	3,148,161	TIAA-CREF Inflation-Linked Bond Fund			37,116,815		1.5
		TOTAL INFLATION-PROTECTED ASSETS			37,116,815		1.5

INTERNATIONAL EQUITY — 20.9%
	8,183,041	TIAA-CREF Emerging Markets Equity Fund			90,995,416		3.8
	14,908,684	TIAA-CREF Enhanced International Equity Index Fund			125,978,380		5.2
	2,615,342	TIAA-CREF Global Natural Resources Fund			26,493,415		1.1
	11,210,515	TIAA-CREF International Equity Fund			134,301,967		5.5
	11,639,909	TIAA-CREF International Opportunities Fund			128,737,394		5.3
		TOTAL INTERNATIONAL EQUITY			506,506,572		20.9

SHORT-TERM FIXED INCOME — 1.5%
	187,740	TIAA-CREF Money Market Fund			187,740		0.0
	3,555,423	TIAA-CREF Short-Term Bond Fund			37,118,614		1.5
		TOTAL SHORT-TERM FIXED INCOME			37,306,354		1.5

U.S. EQUITY — 46.9%
	18,771,729	TIAA-CREF Enhanced Large-Cap Growth Index Fund			216,250,322		8.9
	19,519,166	TIAA-CREF Enhanced Large-Cap Value Index Fund			210,026,229		8.7
	14,621,826	TIAA-CREF Growth & Income Fund			180,871,988		7.5
	14,171,275	TIAA-CREF Large-Cap Growth Fund			216,537,079		8.9
	11,481,256	TIAA-CREF Large-Cap Value Fund			207,810,726		8.6
	432,072	TIAA-CREF Mid-Cap Growth Fund			9,989,507		0.4
	352,247	TIAA-CREF Mid-Cap Value Fund			8,524,379		0.3
	4,687,016	TIAA-CREF Small-Cap Equity Fund			87,694,063		3.6
		TOTAL U.S. EQUITY			1,137,704,293		46.9
		TOTAL TIAA-CREF FUNDS	(Cost $2,118,027,444)		2,420,674,383		99.7

		TOTAL PORTFOLIO	(Cost $2,118,027,444)		2,420,674,383		99.7
		OTHER ASSETS & LIABILITIES, NET			6,113,898		0.3
		NET ASSETS		$	2,426,788,281		100.0	%

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

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

Portfolio of investments

Lifecycle 2030 Fund ■ May 31, 2014

						% of net
Shares		Security		Value		assets

TIAA-CREF FUNDS — 99.7% (a)

FIXED INCOME — 24.1%
	19,854,705	TIAA-CREF Bond Fund		$	209,864,237		9.0	%
	19,562,007	TIAA-CREF Bond Plus Fund			210,095,960		9.1
	13,292,497	TIAA-CREF High-Yield Fund			138,906,594		6.0
		TOTAL FIXED INCOME			558,866,791		24.1

INTERNATIONAL EQUITY — 23.2%
	8,619,813	TIAA-CREF Emerging Markets Equity Fund			95,852,318		4.1
	16,028,971	TIAA-CREF Enhanced International Equity Index Fund			135,444,809		5.8
	2,798,098	TIAA-CREF Global Natural Resources Fund			28,344,729		1.2
	11,949,974	TIAA-CREF International Equity Fund			143,160,684		6.2
	12,414,405	TIAA-CREF International Opportunities Fund			137,303,314		5.9
		TOTAL INTERNATIONAL EQUITY			540,105,854		23.2

SHORT-TERM FIXED INCOME — 0.0%
	180,563	TIAA-CREF Money Market Fund			180,563		0.0
		TOTAL SHORT-TERM FIXED INCOME			180,563		0.0

U.S. EQUITY — 52.4%
	20,066,699	TIAA-CREF Enhanced Large-Cap Growth Index Fund			231,168,373		9.9
	20,859,424	TIAA-CREF Enhanced Large-Cap Value Index Fund			224,447,404		9.7
	15,639,404	TIAA-CREF Growth & Income Fund			193,459,428		8.3
	15,159,586	TIAA-CREF Large-Cap Growth Fund			231,638,478		10.0
	12,273,220	TIAA-CREF Large-Cap Value Fund			222,145,278		9.6
	495,541	TIAA-CREF Mid-Cap Growth Fund			11,456,911		0.5
	407,978	TIAA-CREF Mid-Cap Value Fund			9,873,069		0.4
	5,018,007	TIAA-CREF Small-Cap Equity Fund			93,886,903		4.0
		TOTAL U.S. EQUITY			1,218,075,844		52.4
		TOTAL TIAA-CREF FUNDS	(Cost $1,981,343,764)		2,317,229,052		99.7

		TOTAL PORTFOLIO	(Cost $1,981,343,764)		2,317,229,052		99.7
		OTHER ASSETS & LIABILITIES, NET			5,947,872		0.3
		NET ASSETS		$	2,323,176,924		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 ■ 2014 Annual Report

Portfolio of investments

Lifecycle 2035 Fund ■ May 31, 2014

						% of net
Shares		Security		Value		assets

TIAA-CREF FUNDS — 99.7% (a)

FIXED INCOME — 16.1%
	9,209,847	TIAA-CREF Bond Fund		$	97,348,080		4.1	%
	13,189,428	TIAA-CREF Bond Plus Fund			141,654,456		6.0
	13,568,308	TIAA-CREF High-Yield Fund			141,788,819		6.0
		TOTAL FIXED INCOME			380,791,355		16.1

INTERNATIONAL EQUITY — 25.6%
	9,578,043	TIAA-CREF Emerging Markets Equity Fund			106,507,837		4.5
	18,101,079	TIAA-CREF Enhanced International Equity Index Fund			152,954,117		6.5
	3,145,730	TIAA-CREF Global Natural Resources Fund			31,866,241		1.3
	13,475,851	TIAA-CREF International Equity Fund			161,440,700		6.8
	13,914,852	TIAA-CREF International Opportunities Fund			153,898,259		6.5
		TOTAL INTERNATIONAL EQUITY			606,667,154		25.6

SHORT-TERM FIXED INCOME — 0.0%
	186,513	TIAA-CREF Money Market Fund			186,513		0.0
		TOTAL SHORT-TERM FIXED INCOME			186,513		0.0

U.S. EQUITY — 58.0%
	22,613,805	TIAA-CREF Enhanced Large-Cap Growth Index Fund			260,511,037		11.0
	23,511,829	TIAA-CREF Enhanced Large-Cap Value Index Fund			252,987,277		10.7
	17,584,766	TIAA-CREF Growth & Income Fund			217,523,556		9.2
	17,033,452	TIAA-CREF Large-Cap Growth Fund			260,271,142		11.0
	13,860,634	TIAA-CREF Large-Cap Value Fund			250,877,470		10.6
	586,642	TIAA-CREF Mid-Cap Growth Fund			13,563,166		0.6
	486,537	TIAA-CREF Mid-Cap Value Fund			11,774,192		0.5
	5,651,523	TIAA-CREF Small-Cap Equity Fund			105,740,004		4.4
		TOTAL U.S. EQUITY			1,373,247,844		58.0
		TOTAL TIAA-CREF FUNDS	(Cost $1,979,534,420)		2,360,892,866		99.7

		TOTAL PORTFOLIO	(Cost $1,979,534,420)		2,360,892,866		99.7
		OTHER ASSETS & LIABILITIES, NET			6,363,970		0.3
		NET ASSETS		$	2,367,256,836		100.0	%

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

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

Portfolio of investments

Lifecycle 2040 Fund ■ May 31, 2014

						% of net
Shares		Security		Value		assets

TIAA-CREF FUNDS — 99.7% (a)

FIXED INCOME — 10.0%
	11,464,535	TIAA-CREF Bond Plus Fund		$	123,129,110		4.0	%
	17,735,249	TIAA-CREF High-Yield Fund			185,333,351		6.0
		TOTAL FIXED INCOME			308,462,461		10.0

INTERNATIONAL EQUITY — 27.4%
	13,304,299	TIAA-CREF Emerging Markets Equity Fund			147,943,801		4.8
	25,569,215	TIAA-CREF Enhanced International Equity Index Fund			216,059,869		7.0
	4,416,570	TIAA-CREF Global Natural Resources Fund			44,739,857		1.4
	18,914,271	TIAA-CREF International Equity Fund			226,592,970		7.3
	19,380,863	TIAA-CREF International Opportunities Fund			214,352,348		6.9
		TOTAL INTERNATIONAL EQUITY			849,688,845		27.4

SHORT-TERM FIXED INCOME — 0.0%
	273,442	TIAA-CREF Money Market Fund			273,442		0.0
		TOTAL SHORT-TERM FIXED INCOME			273,442		0.0

U.S. EQUITY — 62.3%
	31,799,380	TIAA-CREF Enhanced Large-Cap Growth Index Fund			366,328,859		11.8
	32,969,465	TIAA-CREF Enhanced Large-Cap Value Index Fund			354,751,443		11.5
	24,668,570	TIAA-CREF Growth & Income Fund			305,150,208		9.9
	23,840,834	TIAA-CREF Large-Cap Growth Fund			364,287,940		11.8
	19,433,788	TIAA-CREF Large-Cap Value Fund			351,751,567		11.4
	850,138	TIAA-CREF Mid-Cap Growth Fund			19,655,179		0.6
	708,744	TIAA-CREF Mid-Cap Value Fund			17,151,603		0.5
	7,934,721	TIAA-CREF Small-Cap Equity Fund			148,458,630		4.8
		TOTAL U.S. EQUITY			1,927,535,429		62.3
		TOTAL TIAA-CREF FUNDS	(Cost $2,540,601,374)		3,085,960,177		99.7

		TOTAL PORTFOLIO	(Cost $2,540,601,374)		3,085,960,177		99.7
		OTHER ASSETS & LIABILITIES, NET			8,295,313		0.3
		NET ASSETS		$	3,094,255,490		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 ■ 2014 Annual Report

Portfolio of investments

Lifecycle 2045 Fund ■ May 31, 2014

						% of net
Shares		Security		Value		assets

TIAA-CREF FUNDS — 99.6% (a)

FIXED INCOME — 10.0%
	3,603,069	TIAA-CREF Bond Plus Fund		$	38,696,961		4.0	%
	5,573,828	TIAA-CREF High-Yield Fund			58,246,499		6.0
		TOTAL FIXED INCOME			96,943,460		10.0

INTERNATIONAL EQUITY — 27.3%
	4,165,364	TIAA-CREF Emerging Markets Equity Fund			46,318,843		4.7
	7,993,298	TIAA-CREF Enhanced International Equity Index Fund			67,543,365		6.9
	1,400,480	TIAA-CREF Global Natural Resources Fund			14,186,862		1.5
	5,911,264	TIAA-CREF International Equity Fund			70,816,942		7.3
	6,094,161	TIAA-CREF International Opportunities Fund			67,401,417		6.9
		TOTAL INTERNATIONAL EQUITY			266,267,429		27.3

SHORT-TERM FIXED INCOME — 0.0%
	81,020	TIAA-CREF Money Market Fund			81,020		0.0
		TOTAL SHORT-TERM FIXED INCOME			81,020		0.0

U.S. EQUITY — 62.3%
	10,009,739	TIAA-CREF Enhanced Large-Cap Growth Index Fund			115,312,197		11.8
	10,361,621	TIAA-CREF Enhanced Large-Cap Value Index Fund			111,491,037		11.5
	7,752,056	TIAA-CREF Growth & Income Fund			95,892,930		9.8
	7,503,464	TIAA-CREF Large-Cap Growth Fund			114,652,928		11.8
	6,133,975	TIAA-CREF Large-Cap Value Fund			111,024,956		11.4
	264,748	TIAA-CREF Mid-Cap Growth Fund			6,120,983		0.6
	221,833	TIAA-CREF Mid-Cap Value Fund			5,368,356		0.6
	2,495,928	TIAA-CREF Small-Cap Equity Fund			46,698,816		4.8
		TOTAL U.S. EQUITY			606,562,203		62.3
		TOTAL TIAA-CREF FUNDS	(Cost $812,378,330)		969,854,112		99.6

		TOTAL PORTFOLIO	(Cost $812,378,330)		969,854,112		99.6
		OTHER ASSETS & LIABILITIES, NET			4,100,581		0.4
		NET ASSETS		$	973,954,693		100.0	%

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

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

Portfolio of investments

Lifecycle 2050 Fund ■ May 31, 2014

						% of net
Shares		Security		Value		assets

TIAA-CREF FUNDS — 99.6% (a)

FIXED INCOME — 10.0%
	2,030,952	TIAA-CREF Bond Plus Fund		$	21,812,428		4.0	%
	3,141,814	TIAA-CREF High-Yield Fund			32,831,958		6.0
		TOTAL FIXED INCOME			54,644,386		10.0

INTERNATIONAL EQUITY — 27.3%
	2,349,655	TIAA-CREF Emerging Markets Equity Fund			26,128,159		4.8
	4,507,449	TIAA-CREF Enhanced International Equity Index Fund			38,087,943		6.9
	789,678	TIAA-CREF Global Natural Resources Fund			7,999,434		1.4
	3,330,561	TIAA-CREF International Equity Fund			39,900,116		7.3
	3,433,692	TIAA-CREF International Opportunities Fund			37,976,638		6.9
		TOTAL INTERNATIONAL EQUITY			150,092,290		27.3

SHORT-TERM FIXED INCOME — 0.0%
	41,882	TIAA-CREF Money Market Fund			41,882		0.0
		TOTAL SHORT-TERM FIXED INCOME			41,882		0.0

U.S. EQUITY — 62.3%
	5,642,223	TIAA-CREF Enhanced Large-Cap Growth Index Fund			64,998,415		11.8
	5,840,563	TIAA-CREF Enhanced Large-Cap Value Index Fund			62,844,457		11.5
	4,369,624	TIAA-CREF Growth & Income Fund			54,052,244		9.8
	4,229,500	TIAA-CREF Large-Cap Growth Fund			64,626,764		11.8
	3,457,557	TIAA-CREF Large-Cap Value Fund			62,581,777		11.4
	149,103	TIAA-CREF Mid-Cap Growth Fund			3,447,250		0.6
	125,041	TIAA-CREF Mid-Cap Value Fund			3,025,997		0.6
	1,406,993	TIAA-CREF Small-Cap Equity Fund			26,324,831		4.8
		TOTAL U.S. EQUITY			341,901,735		62.3
		TOTAL TIAA-CREF FUNDS	(Cost $461,389,155)		546,680,293		99.6

		TOTAL PORTFOLIO	(Cost $461,389,155)		546,680,293		99.6
		OTHER ASSETS & LIABILITIES, NET			2,275,017		0.4
		NET ASSETS		$	548,955,310		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 ■ 2014 Annual Report

Portfolio of investments

Lifecycle 2055 Fund ■ May 31, 2014

						% of net
Shares		Security		Value		assets

TIAA-CREF FUNDS — 99.4% (a)

FIXED INCOME — 9.9%
	291,032	TIAA-CREF Bond Plus Fund		$	3,125,681		3.9	%
	450,205	TIAA-CREF High-Yield Fund			4,704,638		6.0
		TOTAL FIXED INCOME			7,830,319		9.9

INTERNATIONAL EQUITY — 27.3%
	337,398	TIAA-CREF Emerging Markets Equity Fund			3,751,860		4.8
	649,606	TIAA-CREF Enhanced International Equity Index Fund			5,489,168		7.0
	113,114	TIAA-CREF Global Natural Resources Fund			1,145,846		1.4
	475,673	TIAA-CREF International Equity Fund			5,698,564		7.2
	489,131	TIAA-CREF International Opportunities Fund			5,409,787		6.9
		TOTAL INTERNATIONAL EQUITY			21,495,225		27.3

SHORT-TERM FIXED INCOME — 0.0%
	6,591	TIAA-CREF Money Market Fund			6,591		0.0
		TOTAL SHORT-TERM FIXED INCOME			6,591		0.0

U.S. EQUITY — 62.2%
	808,464	TIAA-CREF Enhanced Large-Cap Growth Index Fund			9,313,507		11.8
	836,886	TIAA-CREF Enhanced Large-Cap Value Index Fund			9,004,890		11.4
	626,117	TIAA-CREF Growth & Income Fund			7,745,067		9.8
	606,046	TIAA-CREF Large-Cap Growth Fund			9,260,387		11.8
	495,430	TIAA-CREF Large-Cap Value Fund			8,967,282		11.4
	21,698	TIAA-CREF Mid-Cap Growth Fund			501,657		0.6
	17,917	TIAA-CREF Mid-Cap Value Fund			433,592		0.6
	201,618	TIAA-CREF Small-Cap Equity Fund			3,772,276		4.8
		TOTAL U.S. EQUITY			48,998,658		62.2
		TOTAL TIAA-CREF FUNDS	(Cost $70,505,948)		78,330,793		99.4

		TOTAL PORTFOLIO	(Cost $70,505,948)		78,330,793		99.4
		OTHER ASSETS & LIABILITIES, NET			455,016		0.6
		NET ASSETS		$	78,785,809		100.0	%

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

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

[This page intentionally left blank.]

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Statements of assets and liabilities

TIAA-CREF Lifecycle Funds ■ May 31, 2014

	Lifecycle Retirement Income Fund			Lifecycle 2010 Fund			Lifecycle 2015 Fund		Lifecycle 2020 Fund		Lifecycle 2025 Fund		Lifecycle 2030 Fund

ASSETS
Affiliated investments, at value^‡	$	302,063,456		$	1,083,975,978		$	1,686,642,914	$	2,428,142,747	$	2,420,674,383	$	2,317,229,052
Cash		559,982			997,629			3,477,800		5,190,492		3,608,907		3,577,429
Receivable from Fund shares sold		229,078			1,560,500			4,541,760		8,013,558		7,461,239		7,551,050
Dividends receivable		320,956			1,069,027			1,528,645		1,956,844		1,758,653		1,451,276
Due from affiliates		5,408			15,164			22,910		32,446		32,335		30,999
Other		5,665			31,424			43,007		53,262		51,055		48,839


Total assets		303,184,545			1,087,649,722			1,696,257,036		2,443,389,349		2,433,586,572		2,329,888,645


LIABILITIES
Management fees payable		3,305			11,852			18,413		26,526		26,446		25,311
Service agreement fees payable		3,116			12,665			19,423		26,301		25,361		22,525
Distribution fees payable		16,803			17,529			28,180		45,795		44,301		44,401
Due to affiliates		3,908			15,101			23,666		32,890		32,589		31,477
Payable for securities transactions		527,250			2,590,250			7,164,750		7,482,250		6,399,250		6,385,500
Payable for Fund shares redeemed		49,166			2,130,136			213,855		—		88,804		31,011
Accrued expenses and other payables		29,347			79,724			126,143		184,414		181,540		171,496


Total liabilities		632,895			4,857,257			7,594,430		7,798,176		6,798,291		6,711,721


NET ASSETS	$	302,551,650		$	1,082,792,465		$	1,688,662,606	$	2,435,591,173	$	2,426,788,281	$	2,323,176,924


NET ASSETS CONSIST OF:
Paid-in-capital	$	269,335,578		$	924,330,409		$	1,479,724,556	$	2,096,159,089	$	2,047,510,986	$	1,913,259,528
Undistributed net investment income (loss)		554,219			4,848,724			7,003,628		8,836,287		7,903,520		6,490,200
Accumulated net realized gain (loss) on total investments		(294,210	)		(8,192	)		46,531,424		67,187,375		68,726,836		67,541,908
Net unrealized appreciation (depreciation) on total investments		32,956,063			153,621,524			155,402,998		263,408,422		302,646,939		335,885,288


NET ASSETS	$	302,551,650		$	1,082,792,465		$	1,688,662,606	$	2,435,591,173	$	2,426,788,281	$	2,323,176,924


INSTITUTIONAL CLASS:
Net assets	$	97,791,764		$	482,192,672		$	750,459,242	$	1,103,075,954	$	1,140,353,288	$	1,139,305,289
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		8,672,064			41,579,276			69,456,698		101,576,096		104,635,596		104,869,780


Net asset value per share		$11.28			$11.60			$10.80		$10.86		$10.90		$10.86


PREMIER CLASS:
Net assets	$	24,433,037		$	137,806,117		$	228,069,213	$	367,841,240	$	358,098,427	$	358,490,731
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		2,167,885			11,909,293			21,184,979		33,945,765		32,973,374		33,126,216


Net asset value per share		$11.27			$11.57			$10.77		$10.84		$10.86		$10.82


RETIREMENT CLASS:
Net assets	$	113,986,965		$	462,793,676		$	710,134,151	$	964,673,979	$	928,336,566	$	825,380,904
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		10,129,362			34,920,156			56,078,188		74,374,886		70,715,106		62,223,147


Net asset value per share		$11.25			$13.25			$12.66		$12.97		$13.13		$13.26


RETAIL CLASS:
Net assets	$	66,339,884		$	—		$	—	$	—	$	—	$	—
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		5,890,145			—			—		—		—		—


Net asset value per share		$11.26		$	—		$	—	$	—	$	—	$	—


‡ Affiliated investments, cost	$	269,107,393		$	930,354,454		$	1,531,239,916	$	2,164,734,325	$	2,118,027,444	$	1,981,343,764

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Statements of assets and liabilities

concluded

TIAA-CREF Lifecycle Funds ■ May 31, 2014

	Lifecycle 2035 Fund		Lifecycle 2040 Fund		Lifecycle 2045 Fund		Lifecycle 2050 Fund		Lifecycle 2055 Fund

ASSETS
Affiliated investments, at value^‡	$	2,360,892,866	$	3,085,960,177	$	969,854,112	$	546,680,293	$	78,330,793
Cash		3,992,783		4,535,232		2,309,342		1,389,389		456,622
Receivable from Fund shares sold		7,689,178		9,643,104		5,417,511		2,910,190		587,550
Dividends receivable		1,091,205		1,045,619		325,703		183,374		26,045
Due from affiliates		31,563		40,984		13,790		8,403		2,113
Other		48,911		68,549		12,737		6,879		655


Total assets		2,373,746,506		3,101,293,665		977,933,195		551,178,528		79,403,778


LIABILITIES
Management fees payable		25,783		33,717		10,574		5,962		850
Service agreement fees payable		21,826		29,295		8,869		5,145		954
Distribution fees payable		44,318		61,633		19,510		11,450		1,694
Due to affiliates		32,085		42,707		12,331		6,874		886
Payable for securities transactions		6,193,500		6,584,250		3,819,000		2,126,000		602,000
Payable for Fund shares redeemed		—		68,328		35,339		24,706		—
Accrued expenses and other payables		172,158		218,245		72,879		43,081		11,585


Total liabilities		6,489,670		7,038,175		3,978,502		2,223,218		617,969


NET ASSETS	$	2,367,256,836	$	3,094,255,490	$	973,954,693	$	548,955,310	$	78,785,809


NET ASSETS CONSIST OF:
Paid-in-capital	$	1,909,417,517	$	2,447,489,775	$	794,667,392	$	452,091,794	$	69,705,147
Undistributed net investment income (loss)		4,811,372		4,524,990		1,385,112		771,291		98,302
Accumulated net realized gain (loss) on total investments		71,669,501		96,881,922		20,426,407		10,801,087		1,157,515
Net unrealized appreciation (depreciation) on total investments		381,358,446		545,358,803		157,475,782		85,291,138		7,824,845


NET ASSETS	$	2,367,256,836	$	3,094,255,490	$	973,954,693	$	548,955,310	$	78,785,809


INSTITUTIONAL CLASS:
Net assets	$	1,209,710,346	$	1,524,090,800	$	489,348,547	$	266,715,354	$	29,573,576
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		110,297,665		137,660,756		44,028,782		24,067,906		2,398,238


Net asset value per share		$10.97		$11.07		$11.11		$11.08		$12.33


PREMIER CLASS:
Net assets	$	357,264,137	$	497,617,598	$	158,576,092	$	92,974,164	$	14,041,124
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		32,645,728		45,059,616		14,316,480		8,413,930		1,141,243


Net asset value per share		$10.94		$11.04		$11.08		$11.05		$12.30


RETIREMENT CLASS:
Net assets	$	800,282,353	$	1,072,547,092	$	326,030,054	$	189,265,792	$	35,171,109
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		58,978,048		77,220,504		29,508,386		17,181,073		2,858,992


Net asset value per share		$13.57		$13.89		$11.05		$11.02		$12.30


RETAIL CLASS:
Net assets	$	—	$	—	$	—	$	—	$	—
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		—		—		—		—		—


Net asset value per share	$	—	$	—	$	—	$	—	$	—


‡ Affiliated investments, cost	$	1,979,534,420	$	2,540,601,374	$	812,378,330	$	461,389,155	$	70,505,948

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Statements of operations

TIAA-CREF Lifecycle Funds ■ For the year ended May 31, 2014

	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	$	4,789,199		$	18,127,911		$	27,535,009		$	37,109,337		$	36,188,196		$	33,856,173

Total income		4,789,199			18,127,911			27,535,009			37,109,337			36,188,196			33,856,173


EXPENSES
Management fees		254,823			981,533			1,520,157			2,097,213			2,076,089			1,997,293
Shareholder servicing — Institutional Class		485			775			976			1,248			1,256			1,267
Shareholder servicing — Premier Class		242			310			388			486			478			523
Shareholder servicing — Retirement Class		252,921			1,116,570			1,686,301			2,201,432			2,096,331			1,880,762
Shareholder servicing — Retail Class		22,060			—			—			—			—			—
Distribution fees — Premier Class		28,139			190,251			311,864			465,335			454,071			466,135
Distribution fees — Retirement Class		50,505			223,134			337,023			440,014			418,992			375,891
Distribution fees — Retail Class		140,881			—			—			—			—			—
Registration fees		49,079			41,447			46,564			48,086			46,356			45,463
Shareholder reports		33,054			93,922			129,807			173,527			174,101			169,132
Professional fees		24,474			27,950			31,093			34,175			34,203			33,751
Administrative service fees		19,152			74,716			116,210			158,793			157,215			151,511
Trustee fees and expenses		2,209			8,812			13,503			18,395			18,303			17,671
Other expenses		47,186			53,553			73,685			106,683			108,792			104,378


Total expenses		925,210			2,812,973			4,267,571			5,745,387			5,586,187			5,243,777
Less: Expenses reimbursed by the investment adviser		(197,928	)		(301,637	)		(413,320	)		(542,683	)		(542,021	)		(524,948	)
Fee waiver by investment adviser and TPIS		(305,328	)		(1,204,667	)		(1,857,180	)		(2,537,228	)		(2,495,081	)		(2,373,184	)


Net expenses		421,954			1,306,669			1,997,071			2,665,476			2,549,085			2,345,645


Net investment income (loss)		4,367,245			16,821,242			25,537,938			34,443,861			33,639,111			31,510,528


NET REALIZED AND UNREALIZED GAIN (LOSS) ON TOTAL INVESTMENTS
Realized gain (loss) from sale of affiliated investments		(538,411	)		6,218,795			49,703,222			57,255,941			51,647,476			46,485,300
Realized gain distributions from affiliated investments		6,316,473			27,910,221			48,081,491			75,136,270			83,235,408			88,747,528
Realized gain (loss) from sale of unaffiliated investments		(30,973	)		—			—			—			—			—


Net realized gain (loss) from investments		5,747,089			34,129,016			97,784,713			132,392,211			134,882,884			135,232,828


Net change in unrealized appreciation (depreciation) from affiliated investments		11,372,002			42,136,471			34,810,066			75,837,424			94,897,911			107,684,349


Net realized and unrealized gain (loss) from investments		17,119,091			76,265,487			132,594,779			208,229,635			229,780,795			242,917,177


Net increase (decrease) in net assets from operations	$	21,486,336		$	93,086,729		$	158,132,717		$	242,673,496		$	263,419,906		$	274,427,705

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Statements of operations

concluded

TIAA-CREF Lifecycle Funds ■ For the year ended May 31, 2014

	Lifecycle 2035 Fund			Lifecycle 2040 Fund			Lifecycle 2045 Fund			Lifecycle 2050 Fund			Lifecycle 2055 Fund

INVESTMENT INCOME
Dividends from affiliated investments	$	32,344,110		$	41,110,901		$	11,750,094		$	6,540,418		$	833,659


Total income		32,344,110			41,110,901			11,750,094			6,540,418			833,659


EXPENSES
Management fees		2,033,809			2,701,928			773,405			430,630			53,871
Shareholder servicing — Institutional Class		1,316			1,603			741			584			357
Shareholder servicing — Premier Class		488			653			301			286			253
Shareholder servicing — Retirement Class		1,838,271			2,514,210			700,602			400,800			65,662
Distribution fees — Premier Class		468,979			663,763			182,794			105,725			13,294
Distribution fees — Retirement Class		367,427			502,569			139,981			80,035			13,043
Registration fees		45,798			46,716			42,233			38,810			32,276
Shareholder reports		173,258			236,069			91,122			70,513			21,989
Professional fees		33,942			37,470			27,722			25,630			23,075
Administrative service fees		154,388			205,530			57,842			32,111			4,073
Trustee fees and expenses		18,018			23,957			6,748			3,801			356
Other expenses		105,449			114,979			70,945			53,258			35,230


Total expenses		5,241,143			7,049,447			2,094,436			1,242,183			263,479
Less: Expenses reimbursed by the investment adviser		(533,738	)		(668,288	)		(298,299	)		(225,550	)		(117,877	)
Fee waiver by investment adviser and TPIS		(2,401,236	)		(3,204,497	)		(913,386	)		(510,665	)		(66,915	)


Net expenses		2,306,169			3,176,662			882,751			505,968			78,687


Net investment income (loss)		30,037,941			37,934,239			10,867,343			6,034,450			754,972


NET REALIZED AND UNREALIZED GAIN (LOSS) ON TOTAL INVESTMENTS
Realized gain (loss) from sale of affiliated investments		48,252,908			65,441,629			994,166			570,451			(82,464	)
Realized gain distributions from affiliated investments		98,346,477			138,290,452			39,584,828			22,046,997			2,850,292
Realized gain (loss) from sale of unaffiliated investments		—			—			—			—			(1,106	)


Net realized gain (loss) from investments		146,599,385			203,732,081			40,578,994			22,617,448			2,766,722


Net change in unrealized appreciation (depreciation) from affiliated investments		122,318,552			171,985,147			66,044,738			36,541,663			4,494,771


Net realized and unrealized gain (loss) from investments		268,917,937			375,717,228			106,623,732			59,159,111			7,261,493


Net increase (decrease) in net assets from operations	$	298,955,878		$	413,651,467		$	117,491,075		$	65,193,561		$	8,016,465

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Statements of changes in net assets

TIAA-CREF Lifecycle Funds ■ For the year ended

		Lifecycle Retirement Income Fund						Lifecycle 2010 Fund						Lifecycle 2015 Fund
		May 31, 2014			May 31, 2013			May 31, 2014			May 31, 2013			May 31, 2014			May 31, 2013

OPERATIONS
Net investment income (loss)		$	4,367,245		$	3,285,436		$	16,821,242		$	15,678,192		$	25,537,938		$	22,728,842
Net realized gain (loss) from investments			5,747,089			3,351,973			34,129,016			10,916,018			97,784,713			57,079,202
Net change in unrealized appreciation (depreciation) from affiliated investments			11,372,002			12,773,975			42,136,471			82,163,855			34,810,066			94,452,649


Net increase (decrease) in net assets from operations			21,486,336			19,411,384			93,086,729			108,758,065			158,132,717			174,260,693


DISTRIBUTIONS TO SHAREHOLDERS
From net investment income:	Institutional Class		(2,253,935	)		(1,183,202	)		(14,201,758	)		(7,802,195	)		(20,738,963	)		(12,174,502	)
	Premier Class		(483,438	)		(237,163	)		(3,827,733	)		(2,977,204	)		(5,943,811	)		(4,820,594	)
	Retirement Class		(2,542,530	)		(2,009,335	)		(12,041,135	)		(9,841,955	)		(16,299,640	)		(13,751,415	)
	Retail Class		(1,449,080	)		(937,459	)		—			—			—			—
From realized gains:	Institutional Class		(780,037	)		(259,840	)		(4,051,351	)		(464,074	)		(25,595,944	)		(10,822,556	)
	Premier Class		(170,243	)		(49,974	)		(1,146,215	)		(186,226	)		(7,707,738	)		(4,497,044	)
	Retirement Class		(927,336	)		(470,385	)		(3,751,109	)		(651,943	)		(22,126,018	)		(13,566,213	)
	Retail Class		(539,124	)		(218,859	)		—			—			—			—


Total distributions			(9,145,723	)		(5,366,217	)		(39,019,301	)		(21,923,597	)		(98,412,114	)		(59,632,324	)


SHAREHOLDER TRANSACTIONS
Subscriptions:	Institutional Class		44,081,188			35,950,645			137,969,805			118,177,397			189,394,683			176,894,470
	Premier Class		17,203,474			11,528,312			60,319,489			44,150,271			88,954,529			66,397,789
	Retirement Class		29,855,663			33,557,848			53,677,492			69,548,541			91,117,375			106,456,355
	Retail Class		23,426,558			19,650,981			—			—			—			—
Reinvestments of distributions:	Institutional Class		3,033,972			1,443,042			18,253,109			8,266,269			46,334,907			22,997,058
	Premier Class		653,681			287,137			4,973,948			3,163,430			13,651,549			9,317,638
	Retirement Class		3,469,866			2,479,720			15,792,244			10,493,898			38,425,658			27,317,628
	Retail Class		1,915,290			1,116,843			—			—			—			—
Redemptions:	Institutional Class		(18,672,013	)		(7,617,854	)		(48,513,851	)		(28,412,394	)		(44,366,145	)		(30,681,911	)
	Premier Class		(8,019,309	)		(8,277,414	)		(61,079,202	)		(30,485,051	)		(80,556,771	)		(46,044,402	)
	Retirement Class		(23,562,432	)		(15,479,961	)		(81,059,285	)		(110,700,105	)		(105,910,118	)		(114,133,766	)
	Retail Class		(11,844,495	)		(5,064,329	)		—			—			—			—


Net increase (decrease) from shareholder transactions			61,541,443			69,574,970			100,333,749			84,202,256			237,045,667			218,520,859


Net increase (decrease) in net assets			73,882,056			83,620,137			154,401,177			171,036,724			296,766,270			333,149,228
NET ASSETS
Beginning of period			228,669,594			145,049,457			928,391,288			757,354,564			1,391,896,336			1,058,747,108


End of period		$	302,551,650		$	228,669,594		$	1,082,792,465		$	928,391,288		$	1,688,662,606		$	1,391,896,336


Undistributed net investment income (loss) included in net assets		$	554,219		$	368,701		$	4,848,724		$	6,811,924		$	7,003,628		$	4,962,965


CHANGE IN FUND SHARES
Shares sold:	Institutional Class		4,015,083			3,411,029			12,220,886			11,088,806			17,773,215			17,384,958
	Premier Class		1,569,836			1,098,579			5,350,847			4,199,917			8,391,288			6,612,826
	Retirement Class		2,727,827			3,211,714			4,177,370			5,759,598			7,370,104			9,053,050
	Retail Class		2,138,982			1,877,850			—			—			—			—
Shares reinvested:	Institutional Class		278,368			139,439			1,635,583			788,766			4,463,864			2,329,996
	Premier Class		59,943			27,777			446,494			302,142			1,318,991			946,914
	Retirement Class		319,070			240,270			1,237,637			879,623			3,154,816			2,383,737
	Retail Class		175,877			108,092			—			—			—			—
Shares redeemed:	Institutional Class		(1,707,929	)		(730,512	)		(4,296,195	)		(2,670,158	)		(4,189,282	)		(3,019,523	)
	Premier Class		(731,123	)		(799,507	)		(5,391,211	)		(2,893,192	)		(7,510,693	)		(4,579,312	)
	Retirement Class		(2,176,204	)		(1,494,137	)		(6,325,403	)		(9,196,075	)		(8,522,421	)		(9,764,488	)
	Retail Class		(1,091,577	)		(484,959	)		—			—			—			—


Net increase (decrease) from shareholder transactions			5,578,153			6,605,635			9,056,008			8,259,427			22,249,882			21,348,158

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

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

		Lifecycle 2020 Fund						Lifecycle 2025 Fund						Lifecycle 2030 Fund
		May 31, 2014			May 31, 2013			May 31, 2014			May 31, 2013			May 31, 2014			May 31, 2013

OPERATIONS
Net investment income (loss)		$	34,443,861		$	29,301,801		$	33,639,111		$	28,418,355		$	31,510,528		$	26,758,851
Net realized gain (loss) from investments			132,392,211			69,966,279			134,882,884			66,145,749			135,232,828			63,605,466
Net change in unrealized appreciation (depreciation) from affiliated investments			75,837,424			153,337,089			94,897,911			177,167,953			107,684,349			193,998,950


Net increase (decrease) in net assets from operations			242,673,496			252,605,169			263,419,906			271,732,057			274,427,705			284,363,267


DISTRIBUTIONS TO SHAREHOLDERS
From net investment income:	Institutional Class		(30,792,295	)		(15,529,674	)		(33,316,205	)		(14,943,266	)		(34,917,244	)		(14,050,812	)
	Premier Class		(9,582,854	)		(6,109,797	)		(9,778,218	)		(5,691,955	)		(10,605,615	)		(5,204,901	)
	Retirement Class		(21,720,394	)		(16,360,263	)		(21,855,499	)		(14,588,554	)		(20,052,338	)		(11,938,404	)
From realized gains:	Institutional Class		(32,856,276	)		(13,288,033	)		(33,642,557	)		(13,174,317	)		(33,785,264	)		(14,248,271	)
	Premier Class		(10,671,814	)		(5,485,981	)		(10,288,612	)		(5,272,565	)		(10,665,642	)		(5,569,549	)
	Retirement Class		(25,394,652	)		(15,600,376	)		(24,045,639	)		(14,416,758	)		(21,114,621	)		(13,727,575	)


Total distributions			(131,018,285	)		(72,374,124	)		(132,926,730	)		(68,087,415	)		(131,140,724	)		(64,739,512	)


SHAREHOLDER TRANSACTIONS
Subscriptions:	Institutional Class		317,371,607			242,223,506			308,747,261			265,334,343			312,355,939			239,109,627
	Premier Class		165,077,341			90,489,375			145,001,999			93,734,536			148,160,481			91,094,222
	Retirement Class		148,111,470			136,865,895			146,234,257			135,083,648			127,399,100			120,095,806
Reinvestments of distributions:	Institutional Class		63,648,571			28,817,707			66,958,762			28,117,583			68,702,508			28,299,083
	Premier Class		20,254,668			11,595,778			20,066,830			10,964,520			21,271,257			10,774,450
	Retirement Class		47,115,046			31,960,639			45,901,138			29,005,312			41,166,959			25,665,979
Redemptions:	Institutional Class		(47,284,151	)		(25,467,310	)		(37,516,901	)		(19,501,098	)		(39,099,325	)		(20,314,636	)
	Premier Class		(99,498,511	)		(52,924,571	)		(90,480,977	)		(51,143,432	)		(100,852,623	)		(46,980,536	)
	Retirement Class		(115,406,437	)		(141,310,902	)		(99,681,351	)		(154,450,353	)		(112,226,896	)		(141,097,527	)


Net increase (decrease) from shareholder transactions			499,389,604			322,250,117			505,231,018			337,145,059			466,877,400			306,646,468


Net increase (decrease) in net assets			611,044,815			502,481,162			635,724,194			540,789,701			610,164,381			526,270,223
NET ASSETS
Beginning of period			1,824,546,358			1,322,065,196			1,791,064,087			1,250,274,386			1,713,012,543			1,186,742,320


End of period		$	2,435,591,173		$	1,824,546,358		$	2,426,788,281		$	1,791,064,087		$	2,323,176,924		$	1,713,012,543

Undistributed net investment income (loss) included in net assets		$	8,836,287		$	5,915,983		$	7,903,520		$	5,275,185		$	6,490,200		$	4,253,167


CHANGE IN FUND SHARES
Shares sold:	Institutional Class		29,791,859			24,298,040			28,951,652			27,030,408			29,450,012			24,921,689
	Premier Class		15,541,584			9,211,564			13,661,797			9,720,546			14,069,369			9,660,338
	Retirement Class		11,751,616			11,674,618			11,494,501			11,641,266			9,942,124			10,450,687
Shares reinvested:	Institutional Class		6,102,452			2,980,114			6,401,411			2,959,745			6,593,331			3,046,188
	Premier Class		1,945,693			1,200,391			1,923,953			1,156,595			2,047,282			1,163,547
	Retirement Class		3,778,271			2,793,762			3,640,059			2,560,045			3,231,316			2,289,560
Shares redeemed:	Institutional Class		(4,457,976	)		(2,537,841	)		(3,529,539	)		(1,981,077	)		(3,699,683	)		(2,096,893	)
	Premier Class		(9,256,517	)		(5,384,126	)		(8,428,762	)		(5,317,749	)		(9,451,192	)		(5,041,424	)
	Retirement Class		(9,138,934	)		(12,118,283	)		(7,822,962	)		(13,323,149	)		(8,778,804	)		(12,303,991	)

Net increase (decrease) from shareholder transactions			46,058,048			32,118,239			46,292,110			34,446,630			43,403,755			32,089,701

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Statements of changes in net assets	continued

TIAA-CREF Lifecycle Funds ■ For the year ended

		Lifecycle 2035 Fund						Lifecycle 2040 Fund						Lifecycle 2045 Fund
		May 31, 2014			May 31, 2013			May 31, 2014			May 31, 2013			May 31, 2014			May 31, 2013

OPERATIONS
Net investment income (loss)		$	30,037,941		$	26,012,973		$	37,934,239		$	34,754,103		$	10,867,343		$	7,808,056
Net realized gain (loss) from investments			146,599,385			63,820,231			203,732,081			96,727,894			40,578,994			6,508,930
Net change in unrealized appreciation (depreciation) from affiliated investments			122,318,552			219,463,959			171,985,147			307,900,996			66,044,738			82,999,083


Net increase (decrease) in net assets from operations			298,955,878			309,297,163			413,651,467			439,382,993			117,491,075			97,316,069


DISTRIBUTIONS TO SHAREHOLDERS
From net investment income:	Institutional Class		(37,804,974	)		(13,168,729	)		(50,014,881	)		(16,677,329	)		(13,341,976	)		(3,595,504	)
	Premier Class		(11,057,343	)		(4,688,566	)		(16,125,733	)		(6,680,720	)		(4,345,423	)		(1,115,939	)
	Retirement Class		(19,915,660	)		(10,548,495	)		(27,539,329	)		(14,620,990	)		(8,940,290	)		(3,528,542	)
From realized gains:	Institutional Class		(37,471,039	)		(15,828,903	)		(51,147,227	)		(24,031,214	)		(3,594,056	)		(1,150,063	)
	Premier Class		(11,374,069	)		(5,983,726	)		(17,099,882	)		(10,222,077	)		(1,208,211	)		(378,641	)
	Retirement Class		(21,458,228	)		(14,587,594	)		(30,634,624	)		(24,364,481	)		(2,575,719	)		(1,261,816	)


Total distributions			(139,081,313	)		(64,806,013	)		(192,561,676	)		(96,596,811	)		(34,005,675	)		(11,030,505	)


SHAREHOLDER TRANSACTIONS
Subscriptions:	Institutional Class		331,745,158			261,819,167			408,380,045			310,501,375			177,566,071			116,487,983
	Premier Class		147,470,633			90,601,404			194,427,906			125,275,281			80,727,673			46,872,297
	Retirement Class		119,196,821			117,309,066			123,648,281			139,615,974			82,514,531			76,960,196
Reinvestments of distributions:	Institutional Class		75,276,013			28,997,632			101,162,108			40,708,543			16,936,032			4,745,567
	Premier Class		22,431,412			10,672,292			33,225,615			16,902,797			5,553,634			1,494,580
	Retirement Class		41,373,888			25,136,089			58,173,953			38,985,471			11,516,009			4,790,358
Redemptions:	Institutional Class		(42,692,699	)		(15,192,002	)		(55,214,825	)		(20,894,456	)		(12,031,104	)		(4,739,057	)
	Premier Class		(102,227,886	)		(53,171,781	)		(143,079,556	)		(80,354,168	)		(25,319,434	)		(14,707,411	)
	Retirement Class		(119,014,145	)		(157,524,313	)		(180,648,478	)		(225,657,075	)		(46,854,226	)		(27,629,834	)


Net increase (decrease) from shareholder transactions			473,559,195			308,647,554			540,075,049			345,083,742			290,609,186			204,274,679


Net increase (decrease) in net assets			633,433,760			553,138,704			761,164,840			687,869,924			374,094,586			290,560,243
NET ASSETS
Beginning of period			1,733,823,076			1,180,684,372			2,333,090,650			1,645,220,726			599,860,107			309,299,864


End of period		$	2,367,256,836		$	1,733,823,076		$	3,094,255,490		$	2,333,090,650		$	973,954,693		$	599,860,107


Undistributed net investment income (loss) included in net assets		$	4,811,372		$	3,114,894		$	4,524,990		$	3,214,163		$	1,385,112		$	812,896


CHANGE IN FUND SHARES
Shares sold:	Institutional Class		31,011,374			27,430,238			37,754,300			32,443,440			16,706,722			12,727,428
	Premier Class		13,886,874			9,674,440			18,171,027			13,359,642			7,696,826			5,226,441
	Retirement Class		9,129,820			10,179,501			9,254,217			11,957,868			7,830,161			8,486,458
Shares reinvested:	Institutional Class		7,155,515			3,145,079			9,525,622			4,410,460			1,588,746			529,639
	Premier Class		2,136,325			1,158,772			3,134,492			1,833,275			522,449			167,179
	Retirement Class		3,175,279			2,232,335			4,360,866			3,413,789			1,085,392			537,035
Shares redeemed:	Institutional Class		(3,996,935	)		(1,578,807	)		(5,128,056	)		(2,159,768	)		(1,134,114	)		(516,778	)
	Premier Class		(9,491,912	)		(5,708,300	)		(13,153,073	)		(8,610,932	)		(2,416,795	)		(1,664,124	)
	Retirement Class		(9,121,443	)		(13,658,775	)		(13,570,245	)		(19,291,580	)		(4,506,036	)		(3,107,830	)


Net increase (decrease) from shareholder transactions			43,884,897			32,874,483			50,349,150			37,356,194			27,373,351			22,385,448

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Statements of changes in net assets	concluded

TIAA-CREF Lifecycle Funds ■ For the year ended

		Lifecycle 2050 Fund						Lifecycle 2055 Fund
		May 31, 2014			May 31, 2013			May 31, 2014			May 31, 2013

OPERATIONS
Net investment income (loss)		$	6,034,450		$	4,226,498		$	754,972		$	375,667
Net realized gain (loss) from investments			22,617,448			3,471,406			2,766,722			228,760
Net change in unrealized appreciation (depreciation) from affiliated investments			36,541,663			45,126,701			4,494,771			4,334,104


Net increase (decrease) in net assets from operations			65,193,561			52,824,605			8,016,465			4,938,531


DISTRIBUTIONS TO SHAREHOLDERS
From net investment income:	Institutional Class		(7,188,905	)		(1,891,749	)		(675,234	)		(95,484	)
	Premier Class		(2,527,665	)		(594,378	)		(355,838	)		(49,915	)
	Retirement Class		(5,091,001	)		(1,973,301	)		(839,498	)		(248,519	)
From realized gains:	Institutional Class		(1,830,509	)		(552,922	)		(124,831	)		(31,142	)
	Premier Class		(663,308	)		(184,045	)		(67,261	)		(17,146	)
	Retirement Class		(1,386,424	)		(643,268	)		(164,719	)		(90,555	)


Total distributions			(18,687,812	)		(5,839,663	)		(2,227,381	)		(532,761	)


SHAREHOLDER TRANSACTIONS
Subscriptions:	Institutional Class		102,117,080			63,390,016			18,694,554			9,121,168
	Premier Class		51,093,966			24,830,700			11,480,034			3,322,087
	Retirement Class		51,818,003			47,436,463			17,635,996			8,195,588
Reinvestments of distributions:	Institutional Class		9,019,414			2,444,671			800,065			126,626
	Premier Class		3,190,973			778,423			423,099			67,061
	Retirement Class		6,477,425			2,616,569			1,004,217			339,074
Redemptions:	Institutional Class		(7,482,802	)		(2,614,772	)		(1,868,516	)		(2,419,099	)
	Premier Class		(12,734,597	)		(9,563,861	)		(3,289,528	)		(722,702	)
	Retirement Class		(29,289,050	)		(14,208,842	)		(5,152,326	)		(3,298,316	)


Net increase (decrease) from shareholder transactions			174,210,412			115,109,367			39,727,595			14,731,487


Net increase (decrease) in net assets			220,716,161			162,094,309			45,516,679			19,137,257
NET ASSETS
Beginning of period			328,239,149			166,144,840			33,269,130			14,131,873


End of period		$	548,955,310		$	328,239,149		$	78,785,809		$	33,269,130


Undistributed net investment income (loss) included in net assets		$	771,291		$	447,551		$	98,302		$	37,903


CHANGE IN FUND SHARES
Shares sold:	Institutional Class		9,630,361			6,959,872			1,586,405			884,477
	Premier Class		4,904,966			2,782,595			971,757			330,832
	Retirement Class		4,927,555			5,246,823			1,493,667			808,947
Shares reinvested:	Institutional Class		848,487			273,760			67,630			12,778
	Premier Class		300,752			87,267			35,825			6,774
	Retirement Class		612,233			294,327			85,031			34,250
Shares redeemed:	Institutional Class		(712,803	)		(285,436	)		(156,340	)		(227,033	)
	Premier Class		(1,209,029	)		(1,089,439	)		(278,918	)		(73,496	)
	Retirement Class		(2,850,443	)		(1,605,652	)		(435,427	)		(321,147	)


Net increase (decrease) from shareholder transactions			16,452,079			12,664,117			3,369,630			1,456,382

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Financial highlights

TIAA-CREF Lifecycle Funds

			Selected per share data																Ratios and supplemental data
				Gain (loss) from investment operations
						Net realized															Ratios to average net assets
	For the		Net asset	Net		& unrealized		Total gain		Less distributions from				Total		Net asset			Net assets						Net
	period or		value,	investment		gain (loss	)	(loss) from		Net		Net		dividends		value,			at end of						investment		Portfolio
	year		beginning	income		on total		investment		investment		realized		and		end of	Total		period		Gross		Net		income		turnover
	ended		of period	(loss	)^a	investments	^j	operations		income		gains		distributions		period	return		(in thousands	)	expenses	^e	expenses	^e	(loss	)	rate

LIFECYCLE RETIREMENT INCOME FUND
Institutional Class:	5/31/14		$10.76	$0.21		$0.72		$0.93		$(0.31	)	$(0.10	)	$(0.41	)	$11.28	8.84	%	$ 97,792		0.17	%	0.00	%	1.88	%	31	%
	5/31/13		9.90	0.21		0.99		1.20		(0.28	)	(0.06	)	(0.34	)	10.76	12.24		65,475		0.18		0.00		2.01		19
	5/31/12		10.08	0.21		(0.09	)	0.12		(0.30	)	—		(0.30	)	9.90	1.27		32,323		0.22		0.00		2.18		13
	5/31/11	^†	9.43	0.14		0.69		0.83		(0.18	)	—		(0.18	)	10.08	8.89	^b	20,560		0.23	^c	0.00	^c	2.15	^c	7	^b
	9/30/10		8.85	0.21		0.58		0.79		(0.21	)	—		(0.21	)	9.43	9.01		11,111		0.41		0.00		2.27		33
	9/30/09		8.65	0.23		0.19		0.42		(0.22	)	—		(0.22	)	8.85	5.19		5,554		0.73		0.00		2.85		38


Premier Class:	5/31/14		10.75	0.19		0.72		0.91		(0.29	)	(0.10	)	(0.39	)	11.27	8.69		24,433		0.32		0.15		1.77		31
	5/31/13		9.89	0.19		0.99		1.18		(0.26	)	(0.06	)	(0.32	)	10.75	12.08		13,648		0.33		0.15		1.80		19
	5/31/12		10.08	0.20		(0.11	)	0.09		(0.28	)	—		(0.28	)	9.89	1.03		9,322		0.37		0.15		2.00		13
	5/31/11	^†	9.43	0.12		0.70		0.82		(0.17	)	—		(0.17	)	10.08	8.82	^b	4,387		0.39	^c	0.15	^c	1.91	^c	7	^b
	9/30/10		8.85	0.17		0.61		0.78		(0.20	)	—		(0.20	)	9.43	8.86		1,453		0.58		0.15		1.91		33
	9/30/09	^§	8.85	0.00	^d	—		0.00	^d	—		—		—		8.85	0.00	^b	250		220.71	^c	0.15	^c	0.00	^c	38


Retirement Class:	5/31/14		10.74	0.18		0.71		0.89		(0.28	)	(0.10	)	(0.38	)	11.25	8.49		113,987		0.47		0.25		1.62		31
	5/31/13		9.88	0.18		0.99		1.17		(0.25	)	(0.06	)	(0.31	)	10.74	12.00		99,400		0.48		0.25		1.77		19
	5/31/12		10.06	0.19		(0.10	)	0.09		(0.27	)	—		(0.27	)	9.88	1.01		72,109		0.52		0.25		1.89		13
	5/31/11	^†	9.41	0.13		0.69		0.82		(0.17	)	—		(0.17	)	10.06	8.78	^b	57,288		0.53	^c	0.25	^c	1.93	^c	7	^b
	9/30/10		8.84	0.18		0.58		0.76		(0.19	)	—		(0.19	)	9.41	8.65		39,682		0.70		0.25		2.04		33
	9/30/09		8.65	0.21		0.19		0.40		(0.21	)	—		(0.21	)	8.84	4.86		19,384		1.01		0.25		2.59		38


Retail Class:	5/31/14		10.75	0.18		0.71		0.89		(0.28	)	(0.10	)	(0.38	)	11.26	8.49		66,340		0.46		0.25		1.63		31
	5/31/13		9.89	0.18		0.99		1.17		(0.25	)	(0.06	)	(0.31	)	10.75	11.99		50,147		0.47		0.25		1.75		19
	5/31/12		10.07	0.19		(0.10	)	0.09		(0.27	)	—		(0.27	)	9.89	1.03		31,296		0.47		0.25		1.90		13
	5/31/11	^†	9.42	0.13		0.69		0.82		(0.17	)	—		(0.17	)	10.07	8.82	^b	26,758		0.39	^c	0.16	^c	2.01	^c	7	^b
	9/30/10		8.85	0.19		0.58		0.77		(0.20	)	—		(0.20	)	9.42	8.76		16,652		0.55		0.15		2.14		33
	9/30/09		8.65	0.23		0.19		0.42		(0.22	)	—		(0.22	)	8.85	5.16		8,460		0.97		0.05		2.91		38

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Financial highlights	continued

TIAA-CREF Lifecycle Funds

			Selected per share data																Ratios and supplemental data
				Gain (loss) from investment operations
						Net realized															Ratios to average net assets
	For the		Net asset	Net		& unrealized		Total gain		Less distributions from				Total		Net asset			Net assets						Net
	period or year ended		value, beginning of period	investment income (loss	)^a	gain (loss on total investments	) ^j	(loss) from investment operations		Net investment income		Net realized gains		dividends and distributions		value, end of period	Total return		at end of period (in thousands	)	Gross expenses	^e	Net expenses	^e	investment income (loss	)	Portfolio turnover rate

LIFECYCLE 2010 FUND
Institutional Class:	5/31/14		$11.02	$0.21		$0.87		$1.08		$(0.39	)	$(0.11	)	$(0.50	)	$11.60	10.03	%	$482,193		0.13	%	0.00	%	1.83	%	28	%
	5/31/13		9.94	0.21		1.19		1.40		(0.30	)	(0.02	)	(0.32	)	11.02	14.21		352,956		0.13		0.00		1.99		18
	5/31/12		10.30	0.20		(0.24	)	(0.04	)	(0.32	)	—		(0.32	)	9.94	(0.23	)	226,848		0.14		0.00		2.07		13
	5/31/11	^†	9.58	0.14		0.87		1.01		(0.29	)	—		(0.29	)	10.30	10.76	^b	102,505		0.15	^c	0.00	^c	2.17	^c	8	^b
	9/30/10		8.97	0.20		0.63		0.83		(0.22	)	—		(0.22	)	9.58	9.48		38,539		0.16		0.00		2.20		24
	9/30/09		9.02	0.23		0.05		0.28		(0.24	)	(0.09	)	(0.33	)	8.97	3.63		17,753		0.21		0.00		2.88		60


Premier Class:	5/31/14		11.00	0.20		0.85		1.05		(0.37	)	(0.11	)	(0.48	)	11.57	9.78		137,806		0.28		0.15		1.77		28
	5/31/13		9.92	0.20		1.18		1.38		(0.28	)	(0.02	)	(0.30	)	11.00	14.08		126,525		0.28		0.15		1.85		18
	5/31/12		10.28	0.19		(0.24	)	(0.05	)	(0.31	)	—		(0.31	)	9.92	(0.34	)	98,192		0.29		0.15		1.92		13
	5/31/11	^†	9.57	0.14		0.86		1.00		(0.29	)	—		(0.29	)	10.28	10.61	^b	50,526		0.30	^c	0.15	^c	2.10	^c	8	^b
	9/30/10		8.97	0.14		0.68		0.82		(0.22	)	—		(0.22	)	9.57	9.32		27,054		0.31		0.15		1.50		24
	9/30/09	^§	8.97	0.00	^d	—		0.00	^d	—		—		—		8.97	0.00	^b	250		220.71	^c	0.15	^c	0.00	^c	60


Retirement Class:	5/31/14		12.53	0.20		0.99		1.19		(0.36	)	(0.11	)	(0.47	)	13.25	9.66		462,794		0.43		0.25		1.59		28
	5/31/13		11.26	0.22		1.34		1.56		(0.27	)	(0.02	)	(0.29	)	12.53	13.94		448,911		0.43		0.25		1.79		18
	5/31/12		11.61	0.20		(0.26	)	(0.06	)	(0.29	)	—		(0.29	)	11.26	(0.40	)	432,315		0.44		0.25		1.82		13
	5/31/11	^†	10.76	0.15		0.96		1.11		(0.26	)	—		(0.26	)	11.61	10.51	^b	498,029		0.45	^c	0.25	^c	1.97	^c	8	^b
	9/30/10		10.05	0.21		0.70		0.91		(0.20	)	—		(0.20	)	10.76	9.23		469,156		0.46		0.25		2.07		24
	9/30/09		10.06	0.24		0.05		0.29		(0.21	)	(0.09	)	(0.30	)	10.05	3.36		395,514		0.51		0.25		2.74		60


LIFECYCLE 2015 FUND
Institutional Class:	5/31/14		10.46	0.19		0.93		1.12		(0.35	)	(0.43	)	(0.78	)	10.80	10.93		750,459		0.13		0.00		1.81		20
	5/31/13		9.54	0.20		1.28		1.48		(0.30	)	(0.26	)	(0.56	)	10.46	15.85		537,761		0.13		0.00		1.99		13
	5/31/12		10.21	0.19		(0.35	)	(0.16	)	(0.30	)	(0.21	)	(0.51	)	9.54	(1.26	)	331,069		0.13		0.00		2.02		11
	5/31/11	^†	9.37	0.14		0.98		1.12		(0.28	)	—		(0.28	)	10.21	12.11	^b	150,938		0.15	^c	0.00	^c	2.13	^c	5	^b
	9/30/10		8.75	0.18		0.65		0.83		(0.21	)	—		(0.21	)	9.37	9.62		50,118		0.16		0.00		2.03		19
	9/30/09		8.84	0.20		(0.02	)	0.18		(0.23	)	(0.04	)	(0.27	)	8.75	2.66		18,419		0.21		0.00		2.57		34


Premier Class:	5/31/14		10.42	0.18		0.93		1.11		(0.33	)	(0.43	)	(0.76	)	10.77	10.90		228,069		0.28		0.15		1.72		20
	5/31/13		9.51	0.19		1.26		1.45		(0.28	)	(0.26	)	(0.54	)	10.42	15.64		197,915		0.28		0.15		1.85		13
	5/31/12		10.19	0.18		(0.36	)	(0.18	)	(0.29	)	(0.21	)	(0.50	)	9.51	(1.46	)	152,161		0.28		0.15		1.84		11
	5/31/11	^†	9.36	0.13		0.97		1.10		(0.27	)	—		(0.27	)	10.19	11.96	^b	63,101		0.30	^c	0.15	^c	2.07	^c	5	^b
	9/30/10		8.75	0.12		0.69		0.81		(0.20	)	—		(0.20	)	9.36	9.47		31,743		0.31		0.15		1.36		19
	9/30/09	^§	8.75	0.00	^d	—		0.00	^d	—		—		—		8.75	0.00	^b	250		220.71	^c	0.15	^c	0.00	^c	34


Retirement Class:	5/31/14		12.14	0.19		1.07		1.26		(0.31	)	(0.43	)	(0.74	)	12.66	10.62		710,134		0.43		0.25		1.55		20
	5/31/13		10.98	0.21		1.48		1.69		(0.27	)	(0.26	)	(0.53	)	12.14	15.67		656,220		0.43		0.25		1.78		13
	5/31/12		11.67	0.20		(0.41	)	(0.21	)	(0.27	)	(0.21	)	(0.48	)	10.98	(1.55	)	575,517		0.43		0.25		1.77		11
	5/31/11	^†	10.67	0.14		1.11		1.25		(0.25	)	—		(0.25	)	11.67	11.87	^b	661,257		0.45	^c	0.25	^c	1.92	^c	5	^b
	9/30/10		9.94	0.20		0.72		0.92		(0.19	)	—		(0.19	)	10.67	9.36		580,270		0.46		0.25		1.96		19
	9/30/09		9.99	0.22		(0.02	)	0.20		(0.21	)	(0.04	)	(0.25	)	9.94	2.49		456,392		0.51		0.25		2.55		34

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Financial highlights	continued

TIAA-CREF Lifecycle Funds

			Selected per share data																Ratios and supplemental data
				Gain (loss) from investment operations
						Net realized															Ratios to average net assets
	For the		Net asset	Net		& unrealized		Total gain		Less distributions from				Total		Net asset			Net assets						Net
	period or year ended		value, beginning of period	investment income (loss	)^a	gain (loss on total investments	) ^j	(loss) from investment operations		Net investment income		Net realized gains		dividends and distributions		value, end of period	Total return		at end of period (in thousands	)	Gross expenses	^e	Net expenses	^e	investment income (loss	)	Portfolio turnover rate

LIFECYCLE 2020 FUND
Institutional Class:	5/31/14		$10.36	$0.19		$1.05		$1.24		$(0.36	)	$(0.38	)	$(0.74	)	$10.86	12.28	%	$1,103,076		0.13	%	0.00	%	1.76	%	15	%
	5/31/13		9.25	0.20		1.43		1.63		(0.28	)	(0.24	)	(0.52	)	10.36	18.04		726,575		0.13		0.00		2.00		12
	5/31/12		9.99	0.18		(0.47	)	(0.29	)	(0.28	)	(0.17	)	(0.45	)	9.25	(2.60	)	419,753		0.13		0.00		1.98		8
	5/31/11	^†	9.04	0.13		1.08		1.21		(0.26	)	(0.00	)^d	(0.26	)	9.99	13.64	^b	175,206		0.15	^c	0.00	^c	2.06	^c	4	^b
	9/30/10		8.43	0.16		0.64		0.80		(0.19	)	(0.00	)^d	(0.19	)	9.04	9.63		51,076		0.16		0.00		1.86		16
	9/30/09		8.58	0.18		(0.09	)	0.09		(0.19	)	(0.05	)	(0.24	)	8.43	1.66		16,959		0.21		0.00		2.44		27


Premier Class:	5/31/14		10.34	0.18		1.04		1.22		(0.34	)	(0.38	)	(0.72	)	10.84	12.15		367,841		0.28		0.15		1.70		15
	5/31/13		9.23	0.18		1.44		1.62		(0.27	)	(0.24	)	(0.51	)	10.34	17.92		265,878		0.28		0.15		1.86		12
	5/31/12		9.98	0.17		(0.48	)	(0.31	)	(0.27	)	(0.17	)	(0.44	)	9.23	(2.80	)	190,954		0.28		0.15		1.85		8
	5/31/11	^†	9.04	0.13		1.07		1.20		(0.26	)	0.00	^d	(0.26	)	9.98	13.47	^b	84,846		0.30	^c	0.15	^c	2.00	^c	4	^b
	9/30/10		8.43	0.10		0.70		0.80		(0.19	)	—		(0.19	)	9.04	9.59		38,234		0.31		0.15		1.16		16
	9/30/09	^§	8.43	0.00	^d	—		0.00	^d	—		—		—		8.43	0.00	^b	250		220.71	^c	0.15	^c	0.00	^c	27


Retirement Class:	5/31/14		12.24	0.19		1.25		1.44		(0.33	)	(0.38	)	(0.71	)	12.97	12.00		964,674		0.43		0.25		1.50		15
	5/31/13		10.84	0.21		1.68		1.89		(0.25	)	(0.24	)	(0.49	)	12.24	17.78		832,093		0.43		0.25		1.79		12
	5/31/12		11.62	0.19		(0.55	)	(0.36	)	(0.25	)	(0.17	)	(0.42	)	10.84	(2.85	)	711,358		0.43		0.25		1.71		8
	5/31/11	^†	10.47	0.14		1.24		1.38		(0.23	)	0.00	^d	(0.23	)	11.62	13.43	^b	795,642		0.45	^c	0.25	^c	1.85	^c	4	^b
	9/30/10		9.74	0.18		0.72		0.90		(0.17	)	—		(0.17	)	10.47	9.36		672,342		0.46		0.25		1.80		16
	9/30/09		9.87	0.20		(0.11	)	0.09		(0.17	)	(0.05	)	(0.22	)	9.74	1.40		479,735		0.51		0.25		2.39		27


LIFECYCLE 2025 FUND
Institutional Class:	5/31/14		10.29	0.18		1.19		1.37		(0.38	)	(0.38	)	(0.76	)	10.90	13.64		1,140,353		0.13		0.00		1.73		12
	5/31/13		9.00	0.19		1.60		1.79		(0.27	)	(0.23	)	(0.50	)	10.29	20.37		749,263		0.13		0.00		1.99		11
	5/31/12		9.83	0.18		(0.60	)	(0.42	)	(0.27	)	(0.14	)	(0.41	)	9.00	(4.00	)	403,396		0.13		0.00		1.94		7
	5/31/11	^†	8.78	0.12		1.18		1.30		(0.25	)	—		(0.25	)	9.83	15.01	^b	166,006		0.15	^c	0.00	^c	2.01	^c	4	^b
	9/30/10		8.17	0.14		0.65		0.79		(0.18	)	—		(0.18	)	8.78	9.76		50,809		0.16		0.00		1.72		15
	9/30/09		8.41	0.15		(0.16	)	(0.01	)	(0.17	)	(0.06	)	(0.23	)	8.17	0.37		17,434		0.22		0.00		2.20		22


Premier Class:	5/31/14		10.26	0.18		1.16		1.34		(0.36	)	(0.38	)	(0.74	)	10.86	13.42		358,098		0.28		0.15		1.67		12
	5/31/13		8.98	0.18		1.58		1.76		(0.25	)	(0.23	)	(0.48	)	10.26	20.14		264,821		0.28		0.15		1.86		11
	5/31/12		9.80	0.16		(0.58	)	(0.42	)	(0.26	)	(0.14	)	(0.40	)	8.98	(4.01	)	181,859		0.28		0.15		1.81		7
	5/31/11	^†	8.76	0.12		1.16		1.28		(0.24	)	—		(0.24	)	9.80	14.88	^b	84,577		0.30	^c	0.15	^c	1.99	^c	4	^b
	9/30/10		8.17	0.08		0.68		0.76		(0.17	)	—		(0.17	)	8.76	9.47		36,184		0.31		0.15		0.97		15
	9/30/09	^§	8.17	0.00	^d	—		0.00	^d	—		—		—		8.17	0.00	^b	250		220.71	^c	0.15	^c	0.00	^c	22


Retirement Class:	5/31/14		12.25	0.19		1.42		1.61		(0.35	)	(0.38	)	(0.73	)	13.13	13.39		928,337		0.43		0.25		1.47		12
	5/31/13		10.64	0.21		1.87		2.08		(0.24	)	(0.23	)	(0.47	)	12.25	19.94		776,980		0.43		0.25		1.81		11
	5/31/12		11.52	0.18		(0.68	)	(0.50	)	(0.24	)	(0.14	)	(0.38	)	10.64	(4.11	)	665,020		0.43		0.25		1.65		7
	5/31/11	^†	10.25	0.13		1.36		1.49		(0.22	)	—		(0.22	)	11.52	14.74	^b	750,162		0.45	^c	0.25	^c	1.80	^c	4	^b
	9/30/10		9.51	0.16		0.74		0.90		(0.16	)	—		(0.16	)	10.25	9.55		630,705		0.46		0.25		1.67		15
	9/30/09		9.75	0.18		(0.21	)	(0.03	)	(0.15	)	(0.06	)	(0.21	)	9.51	0.08		447,297		0.52		0.25		2.25		22

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Financial highlights	continued

TIAA-CREF Lifecycle Funds

			Selected per share data																								Ratios and supplemental data
					Gain (loss) from investment operations
								Net realized																						Ratios to average net assets
	For the		Net asset		Net			& unrealized			Total gain			Less distributions from						Total			Net asset				Net assets							Net
	period or		value,		investment			gain (loss		)	(loss) from			Net			Net			dividends			value,				at end of							investment		Portfolio
	year		beginning		income			on total			investment			investment			realized			and			end of		Total		period			Gross		Net		income		turnover
	ended		of period		(loss		)^a	investments		^j	operations			income			gains			distributions			period		return		(in thousands		)	expenses	^e	expenses	^e	(loss	)	rate

LIFECYCLE 2030 FUND
Institutional Class:	5/31/14			$10.16		$0.18			$1.29			$1.47			$(0.39	)		$(0.38	)		$(0.77	)		$10.86	14.82	%		$1,139,305		0.13	%	0.00	%	1.69	%	11	%
	5/31/13			8.73		0.19			1.73			1.92			(0.24	)		(0.25	)		(0.49	)		10.16	22.50			736,779		0.13		0.00		1.97		12
	5/31/12			9.61		0.16			(0.68	)		(0.52	)		(0.25	)		(0.11	)		(0.36	)		8.73	(5.25	)		407,473		0.13		0.00		1.86		5
	5/31/11	^†		8.47		0.11			1.26			1.37			(0.23	)		—			(0.23	)		9.61	16.41	^b		166,564		0.15	^c	0.00	^c	1.89	^c	4	^b
	9/30/10			7.87		0.12			0.64			0.76			(0.16	)		—			(0.16	)		8.47	9.80			45,757		0.16		0.00		1.52		14
	9/30/09			8.22		0.14			(0.28	)		(0.14	)		(0.17	)		(0.04	)		(0.21	)		7.87	(1.14	)		15,396		0.22		0.00		2.10		18


Premier Class:	5/31/14			10.12		0.17			1.29			1.46			(0.38	)		(0.38	)		(0.76	)		10.82	14.72			358,491		0.28		0.15		1.65		11
	5/31/13			8.71		0.17			1.72			1.89			(0.23	)		(0.25	)		(0.48	)		10.12	22.16			267,879		0.28		0.15		1.83		12
	5/31/12			9.58		0.15			(0.67	)		(0.52	)		(0.24	)		(0.11	)		(0.35	)		8.71	(5.26	)		180,029		0.28		0.15		1.74		5
	5/31/11	^†		8.45		0.11			1.25			1.36			(0.23	)		—			(0.23	)		9.58	16.28	^b		84,355		0.30	^c	0.15	^c	1.88	^c	4	^b
	9/30/10			7.87		0.06			0.68			0.74			(0.16	)		—			(0.16	)		8.45	9.50			32,600		0.31		0.15		0.75		14
	9/30/09	^§		7.87		0.00	^d		—			0.00	^d		—			—			—			7.87	0.00	^b		250		220.71	^c	0.15	^c	0.00	^c	18


Retirement Class:	5/31/14			12.25		0.18			1.57			1.75			(0.36	)		(0.38	)		(0.74	)		13.26	14.54			825,381		0.43		0.25		1.41		11
	5/31/13			10.44		0.20			2.07			2.27			(0.21	)		(0.25	)		(0.46	)		12.25	22.15			708,355		0.43		0.25		1.78		12
	5/31/12			11.40		0.16			(0.79	)		(0.63	)		(0.22	)		(0.11	)		(0.33	)		10.44	(5.40	)		599,240		0.43		0.25		1.55		5
	5/31/11	^†		10.01		0.12			1.48			1.60			(0.21	)		—			(0.21	)		11.40	16.12	^b		717,292		0.45	^c	0.25	^c	1.68	^c	4	^b
	9/30/10			9.28		0.14			0.73			0.87			(0.14	)		—			(0.14	)		10.01	9.51			607,051		0.46		0.25		1.50		14
	9/30/09			9.65		0.16			(0.34	)		(0.18	)		(0.15	)		(0.04	)		(0.19	)		9.28	(1.41	)		429,188		0.52		0.25		2.03		18


LIFECYCLE 2035 FUND
Institutional Class:	5/31/14			10.18		0.17			1.44			1.61			(0.41	)		(0.41	)		(0.82	)		10.97	16.10			1,209,710		0.13		0.00		1.58		10
	5/31/13			8.61		0.18			1.87			2.05			(0.22	)		(0.26	)		(0.48	)		10.18	24.45			775,166		0.13		0.00		1.90		12
	5/31/12			9.59		0.15			(0.80	)		(0.65	)		(0.23	)		(0.10	)		(0.33	)		8.61	(6.55	)		406,001		0.13		0.00		1.75		4
	5/31/11	^†		8.34		0.11			1.36			1.47			(0.22	)		—			(0.22	)		9.59	17.84	^b		170,381		0.15	^c	0.00	^c	1.76	^c	7	^b
	9/30/10			7.75		0.11			0.63			0.74			(0.15	)		—			(0.15	)		8.34	9.67			42,535		0.16		0.00		1.33		11
	9/30/09			8.16		0.12			(0.31	)		(0.19	)		(0.18	)		(0.04	)		(0.22	)		7.75	(1.67	)		14,247		0.21		0.00		1.85		15


Premier Class:	5/31/14			10.16		0.17			1.41			1.58			(0.39	)		(0.41	)		(0.80	)		10.94	15.87			357,264		0.28		0.15		1.56		10
	5/31/13			8.60		0.17			1.86			2.03			(0.21	)		(0.26	)		(0.47	)		10.16	24.20			265,404		0.28		0.15		1.76		12
	5/31/12			9.57		0.14			(0.79	)		(0.65	)		(0.22	)		(0.10	)		(0.32	)		8.60	(6.55	)		180,502		0.28		0.15		1.63		4
	5/31/11	^†		8.33		0.10			1.35			1.45			(0.21	)		—			(0.21	)		9.57	17.68	^b		85,514		0.30	^c	0.15	^c	1.74	^c	7	^b
	9/30/10			7.75		0.04			0.69			0.73			(0.15	)		—			(0.15	)		8.33	9.50			37,314		0.31		0.15		0.51		11
	9/30/09	^§		7.75		0.00	^d		—			0.00	^d		—			—			—			7.75	0.00	^b		250		220.71	^c	0.15	^c	0.00	^c	15


Retirement Class:	5/31/14			12.43		0.17			1.76			1.93			(0.38	)		(0.41	)		(0.79	)		13.57	15.72			800,282		0.43		0.25		1.31		10
	5/31/13			10.42		0.20			2.26			2.46			(0.19	)		(0.26	)		(0.45	)		12.43	24.12			693,253		0.43		0.25		1.74		12
	5/31/12			11.51		0.15			(0.94	)		(0.79	)		(0.20	)		(0.10	)		(0.30	)		10.42	(6.68	)		594,181		0.43		0.25		1.43		4
	5/31/11	^†		9.96		0.11			1.63			1.74			(0.19	)		—			(0.19	)		11.51	17.68	^b		716,085		0.45	^c	0.25	^c	1.56	^c	7	^b
	9/30/10			9.24		0.13			0.72			0.85			(0.13	)		—			(0.13	)		9.96	9.33			598,803		0.46		0.25		1.33		11
	9/30/09			9.68		0.14			(0.38	)		(0.24	)		(0.16	)		(0.04	)		(0.20	)		9.24	(1.94	)		421,832		0.51		0.25		1.83		15

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Financial highlights	continued

TIAA-CREF Lifecycle Funds

			Selected per share data																								Ratios and supplemental data
					Gain (loss) from investment operations
								Net realized																					Ratios to average net assets
	For the		Net asset		Net			& unrealized			Total gain			Less distributions from						Total			Net asset				Net assets						Net
	period or		value,		investment			gain (loss		)	(loss) from			Net			Net			dividends			value,				at end of						investment		Portfolio
	year		beginning		income			on total			Investment			investment			realized			and			end of		Total		period		Gross		Net		income		turnover
	ended		of period		(loss		)^a	investments		^j	operations			income			gains			distributions			period		return		(in thousands	)	expenses	^e	expenses	^e	(loss	)	rate

LIFECYCLE 2040 FUND
Institutional Class:	5/31/14			$10.25		$0.16			$1.52			$1.68			$(0.43	)		$(0.43	)		$(0.86	)		$11.07	16.75	%	$1,524,091		0.12	%	0.00	%	1.51	%	9	%
	5/31/13			8.65		0.18			1.96			2.14			(0.22	)		(0.32	)		(0.54	)		10.25	25.40		978,672		0.13		0.00		1.88		13
	5/31/12			9.67		0.15			(0.82	)		(0.67	)		(0.23	)		(0.12	)		(0.35	)		8.65	(6.71	)	526,001		0.13		0.00		1.72		5
	5/31/11	^†		8.40		0.11			1.38			1.49			(0.22	)		—			(0.22	)		9.67	18.01	^b	221,307		0.15	^c	0.00	^c	1.76	^c	8	^b
	9/30/10			7.81		0.11			0.63			0.74			(0.15	)		—			(0.15	)		8.40	9.65		60,554		0.15		0.00		1.32		10
	9/30/09			8.21		0.12			(0.31	)		(0.19	)		(0.17	)		(0.04	)		(0.21	)		7.81	(1.66	)	21,359		0.20		0.00		1.84		14


Premier Class:	5/31/14			10.22		0.16			1.50			1.66			(0.41	)		(0.43	)		(0.84	)		11.04	16.64		497,618		0.27		0.15		1.50		9
	5/31/13			8.63		0.16			1.96			2.12			(0.21	)		(0.32	)		(0.53	)		10.22	25.17		377,355		0.28		0.15		1.72		13
	5/31/12			9.66		0.14			(0.83	)		(0.69	)		(0.22	)		(0.12	)		(0.34	)		8.63	(6.92	)	261,785		0.28		0.15		1.61		5
	5/31/11	^†		8.40		0.10			1.38			1.48			(0.22	)		—			(0.22	)		9.66	17.83	^b	125,013		0.30	^c	0.15	^c	1.71	^c	8	^b
	9/30/10			7.81		0.04			0.70			0.74			(0.15	)		—			(0.15	)		8.40	9.61		49,852		0.31		0.15		0.50		10
	9/30/09	^§		7.81		0.00	^d		—			0.00	^d		—			—			—			7.81	0.00	^b	250		220.71	^c	0.15	^c	0.00	^c	14


Retirement Class:	5/31/14			12.66		0.16			1.89			2.05			(0.39	)		(0.43	)		(0.82	)		13.89	16.51		1,072,547		0.42		0.25		1.23		9
	5/31/13			10.57		0.20			2.40			2.60			(0.19	)		(0.32	)		(0.51	)		12.66	25.10		977,063		0.43		0.25		1.69		13
	5/31/12			11.73		0.15			(0.99	)		(0.84	)		(0.20	)		(0.12	)		(0.32	)		10.57	(7.00	)	857,435		0.43		0.25		1.39		5
	5/31/11	^†		10.14		0.11			1.68			1.79			(0.20	)		—			(0.20	)		11.73	17.81	^b	1,070,202		0.45	^c	0.25	^c	1.54	^c	8	^b
	9/30/10			9.40		0.13			0.75			0.88			(0.14	)		—			(0.14	)		10.14	9.42		893,915		0.45		0.25		1.35		10
	9/30/09			9.83		0.14			(0.37	)		(0.23	)		(0.16	)		(0.04	)		(0.20	)		9.40	(1.91	)	639,490		0.50		0.25		1.82		14


LIFECYCLE 2045 FUND
Institutional Class:	5/31/14			9.94		0.16			1.49			1.65			(0.38	)		(0.10	)		(0.48	)		11.11	16.79		489,349		0.14		0.00		1.51		6
	5/31/13			8.14		0.17			1.87			2.04			(0.18	)		(0.06	)		(0.24	)		9.94	25.33		267,192		0.15		0.00		1.89		9
	5/31/12			8.94		0.14			(0.76	)		(0.62	)		(0.18	)		—			(0.18	)		8.14	(6.77	)	115,021		0.17		0.00		1.68		9
	5/31/11	^†		7.73		0.09			1.28			1.37			(0.16	)		—			(0.16	)		8.94	17.92	^b	39,323		0.19	^c	0.00	^c	1.55	^c	8	^b
	9/30/10			7.16		0.09			0.59			0.68			(0.11	)		—			(0.11	)		7.73	9.58		7,970		0.35		0.00		1.29		18
	9/30/09			7.57		0.12			(0.37	)		(0.25	)		(0.12	)		(0.04	)		(0.16	)		7.16	(2.68	)	2,039		0.70		0.00		1.92		8


Premier Class:	5/31/14			9.92		0.16			1.47			1.63			(0.37	)		(0.10	)		(0.47	)		11.08	16.60		158,576		0.29		0.15		1.48		6
	5/31/13			8.12		0.16			1.87			2.03			(0.17	)		(0.06	)		(0.23	)		9.92	25.25		84,430		0.30		0.15		1.72		9
	5/31/12			8.92		0.13			(0.75	)		(0.62	)		(0.18	)		—			(0.18	)		8.12	(6.87	)	38,862		0.32		0.15		1.53		9
	5/31/11	^†		7.72		0.08			1.28			1.36			(0.16	)		—			(0.16	)		8.92	17.76	^b	14,136		0.34	^c	0.15	^c	1.51	^c	8	^b
	9/30/10			7.16		0.06			0.61			0.67			(0.11	)		—			(0.11	)		7.72	9.39		2,975		0.50		0.15		0.79		18
	9/30/09	^§		7.16		0.00	^d		—			0.00	^d		—			—			—			7.16	0.00	^b	250		220.71	^c	0.15	^c	0.00	^c	8


Retirement Class:	5/31/14			9.89		0.13			1.48			1.61			(0.35	)		(0.10	)		(0.45	)		11.05	16.52		326,030		0.44		0.25		1.23		6
	5/31/13			8.10		0.15			1.86			2.01			(0.16	)		(0.06	)		(0.22	)		9.89	25.07		248,237		0.45		0.25		1.68		9
	5/31/12			8.90		0.12			(0.76	)		(0.64	)		(0.16	)		—			(0.16	)		8.10	(7.03	)	155,417		0.48		0.25		1.41		9
	5/31/11	^†		7.70		0.08			1.27			1.35			(0.15	)		—			(0.15	)		8.90	17.65	^b	130,113		0.49	^c	0.25	^c	1.45	^c	8	^b
	9/30/10			7.14		0.09			0.57			0.66			(0.10	)		—			(0.10	)		7.70	9.32		84,309		0.64		0.25		1.17		18
	9/30/09			7.56		0.07			(0.33	)		(0.26	)		(0.12	)		(0.04	)		(0.16	)		7.14	(2.93	)	30,587		0.98		0.25		1.21		8

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Financial highlights	continued

TIAA-CREF Lifecycle Funds

				Selected per share data																							Ratios and supplemental data
					Gain (loss) from investment operations
								Net realized																						Ratios to average net assets
	For the		Net asset		Net			& unrealized			Total gain			Less distributions from						Total			Net asset				Net assets							Net
	period or		value,		investment			gain (loss		)	(loss) from			Net			Net			dividends			value,				at end of							investment		Portfolio
	year		beginning		income			on total			investment			investment			realized			and			end of		Total		period			Gross		Net		income		turnover
	ended		of period		(loss		)^a	investments		^j	operations			income			gains			distributions			period		return		(in thousands		)	expenses	^e	expenses	^e	(loss	)	rate

LIFECYCLE 2050 FUND
Institutional Class:	5/31/14			$9.91		$0.16			$1.49			$1.65			$(0.38	)		$(0.10	)		$(0.48	)		$11.08	16.76	%		$266,715		0.15	%	0.00	%	1.51	%	6	%
	5/31/13			8.11		0.17			1.86			2.03			(0.18	)		(0.05	)		(0.23	)		9.91	25.33			141,731		0.17		0.00		1.89		8
	5/31/12			8.90		0.14			(0.75	)		(0.61	)		(0.18	)		—			(0.18	)		8.11	(6.72	)		59,624		0.21		0.00		1.68		6
	5/31/11	^†		7.75		0.09			1.28			1.37			(0.16	)		(0.06	)		(0.22	)		8.90	17.89	^b		19,661		0.24	^c	0.00	^c	1.56	^c	8	^b
	9/30/10			7.18		0.10			0.58			0.68			(0.11	)		—			(0.11	)		7.75	9.63			5,599		0.54		0.00		1.35		24
	9/30/09			7.64		0.12			(0.45	)		(0.33	)		(0.13	)		(0.00	)^d		(0.13	)		7.18	(3.81	)		1,633		1.18		0.00		2.02		18


Premier Class:	5/31/14			9.89		0.16			1.46			1.62			(0.36	)		(0.10	)		(0.46	)		11.05	16.57			92,974		0.30		0.15		1.47		6
	5/31/13			8.09		0.16			1.86			2.02			(0.17	)		(0.05	)		(0.22	)		9.89	25.25			43,678		0.32		0.15		1.74		8
	5/31/12			8.89		0.12			(0.75	)		(0.63	)		(0.17	)		—			(0.17	)		8.09	(6.93	)		21,343		0.36		0.15		1.53		6
	5/31/11	^†		7.74		0.08			1.29			1.37			(0.16	)		(0.06	)		(0.22	)		8.89	17.86	^b		6,904		0.39	^c	0.15	^c	1.49	^c	8	^b
	9/30/10			7.18		0.08			0.59			0.67			(0.11	)		—			(0.11	)		7.74	9.45			1,100		0.70		0.15		1.09		24
	9/30/09	^§		7.18		0.00	^d		—			0.00	^d		—			—			—			7.18	0.00	^b		250		220.71	^c	0.15	^c	0.00	^c	18


Retirement Class:	5/31/14			9.86		0.13			1.48			1.61			(0.35	)		(0.10	)		(0.45	)		11.02	16.48			189,266		0.45		0.25		1.23		6
	5/31/13			8.07		0.15			1.85			2.00			(0.16	)		(0.05	)		(0.21	)		9.86	25.07			142,830		0.47		0.25		1.66		8
	5/31/12			8.86		0.11			(0.74	)		(0.63	)		(0.16	)		—			(0.16	)		8.07	(6.97	)		85,178		0.52		0.25		1.40		6
	5/31/11	^†		7.71		0.08			1.28			1.36			(0.15	)		(0.06	)		(0.21	)		8.86	17.79	^b		69,466		0.53	^c	0.25	^c	1.44	^c	8	^b
	9/30/10			7.15		0.09			0.57			0.66			(0.10	)		—			(0.10	)		7.71	9.38			40,745		0.83		0.25		1.16		24
	9/30/09			7.62		0.08			(0.42	)		(0.34	)		(0.13	)		(0.00	)^d		(0.13	)		7.15	(4.80	)		14,383		1.45		0.25		1.34		18


LIFECYCLE 2055 FUND
Institutional Class:	5/31/14			11.00		0.17			1.65			1.82			(0.41	)		(0.08	)		(0.49	)		12.33	16.70			29,574		0.32		0.00		1.49		10
	5/31/13			9.00		0.18			2.07			2.25			(0.19	)		(0.06	)		(0.25	)		11.00	25.40			9,903		0.51		0.00		1.79		26
	5/31/12			9.85		0.15			(0.81	)		(0.66	)		(0.19	)		(0.00	)^d		(0.19	)		9.00	(6.55	)		2,072		1.12		0.00		1.61		44
	5/31/11	^‡		10.00		(0.00	)^d		(0.15	)		(0.15	)		—			—			—			9.85	(1.50	)^b		985		8.94	^c	0.00	^c	0.47	^c	1	^b


Premier Class:	5/31/14			10.98		0.19			1.61			1.80			(0.40	)		(0.08	)		(0.48	)		12.30	16.55			14,041		0.47		0.15		1.65		10
	5/31/13			8.99		0.17			2.06			2.23			(0.18	)		(0.06	)		(0.24	)		10.98	25.19			4,531		0.66		0.15		1.72		26
	5/31/12			9.85		0.14			(0.82	)		(0.68	)		(0.18	)		(0.00	)^d		(0.18	)		8.99	(6.73	)		1,335		1.28		0.15		1.50		44
	5/31/11	^‡		10.00		(0.00	)^d		(0.15	)		(0.15	)		—			—			—			9.85	(1.50	)^b		985		9.09	^c	0.15	^c	0.32	^c	1	^b


Retirement Class:	5/31/14			10.98		0.15			1.64			1.79			(0.39	)		(0.08	)		(0.47	)		12.30	16.41			35,171		0.62		0.25		1.26		10
	5/31/13			8.99		0.16			2.06			2.22			(0.17	)		(0.06	)		(0.23	)		10.98	25.06			18,835		0.81		0.25		1.64		26
	5/31/12			9.85		0.13			(0.81	)		(0.68	)		(0.18	)		(0.00	)^d		(0.18	)		8.99	(6.79	)		10,725		1.41		0.25		1.38		44
	5/31/11	^‡		10.00		(0.00	)^d		(0.15	)		(0.15	)		—			—			—			9.85	(1.50	)^b		7,877		8.55	^c	0.25	^c	0.23	^c	1	^{^b}

2014 Annual Report ■ TIAA-CREF Lifecycle Funds

See notes to financial statements

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Financial highlights

concluded

TIAA-CREF Lifecycle Funds

^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.
^j	Short-term capital gains distributions are presented in net realized and unrealized gain (loss) on total investments for all periods presented.
^†	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 Premier Class commenced operations on September 30, 2009.
^‡	The Fund commenced operations on April 29, 2011.

2014 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 (collectively 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 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 up to four share classes, although any one Fund may not necessarily offer all four classes. The Funds may offer Institutional, Premier, 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 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 from affiliated investments are recorded on the ex-dividend date. Dividends from affiliated investments are recorded as dividend income, while capital gain distributions, including short-term capital gain distributions, are recorded as gain distributions from affiliated investments 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 Lifecycle Funds ■ 2014 Annual Report

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: Each Fund is treated separately for income tax purposes. 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. The Funds file income tax returns in U.S. federal jurisdictions and applicable state and local jurisdictions. A fund’s federal income tax returns are generally subject to examination for a period of three fiscal years after filed. State and local tax returns may be subject to examination for an additional period of time depending on the jurisdiction. Management has analyzed the Funds’ tax positions taken for all open federal income tax years 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, 2014, permanent book and tax differences resulting primarily from the reclassification of short-term capital gain distributions received from underlying funds from realized gain(loss) to ordinary income, and the utilization of tax equalization credits 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.

78	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

continued

The Funds expect to adopt these new disclosure requirements for the November 30, 2014 semiannual report. Management has reviewed the new requirements and has determined the adoption of the Update will not have a material impact on the Funds’ financial statements and notes disclosures.

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 spreads, 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 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 their 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, 2014, there were no transfers between levels by the Funds.

As of May 31, 2014, all of the investments in the 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, 2014. 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 compliance services to the Funds.

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Notes to financial statements

Under the terms of the distribution Rule 12b-1 plan, the Retirement Class of each Fund and the Retail Class of the Retirement Income Fund compensated TPIS for providing distribution, promotional and/or shareholder services to the Retirement Class of each Fund and the Retail Class of the Retirement Income Fund at the maximum annual rates of 0.05% and 0.25% of the average daily net assets attributable to each Fund’s Retirement Class and the Retirement Income Fund’s Retail Class, respectively. However, TPIS has agreed not to seek any reimbursements under the distribution Rule 12b-1 plan from the Retirement Class through September 30, 2014. This agreement may be terminated before this date with the approval of the Board. The Premier Class of each Fund is subject to a distribution Rule 12b-1 plan that compensated TPIS for providing distribution, promotional and/or shareholder services to the Premier Class of the Fund at the annual rate of 0.15% of average daily net assets attributable to the Fund’s Premier Class.

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 commissions and other transactional expenses, acquired fund fees and expenses and extraordinary expenses) exceeds 0.00% of average daily net assets for the Institutional Class shares; 0.15% of average daily net assets for the Premier Class shares; 0.25% of average daily net assets for the Retirement 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, 2015, unless changed with approval of the Board.

80	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

continued

The following is the percentage of the Funds’ shares owned by TIAA and its registered separate account (“TIAA Access”) as of May 31, 2014:

Fund	TIAA			TIAA Access
Lifecycle Retirement Income		—	%		9	%
Lifecycle 2010		—			7
Lifecycle 2015		—			8
Lifecycle 2020		—			9
Lifecycle 2025		—			9
Lifecycle 2030		—			8
Lifecycle 2035		—			8
Lifecycle 2040		—			8
Lifecycle 2045		—			11
Lifecycle 2050		—			14
Lifecycle 2055		17			1

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, 2013		Purchases cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2014
Lifecycle Retirement Income Fund
TIAA-CREF Bond	$	83,575,611	$	16,629,310	$	24,628,182	$	(530,083	)	$	1,777,020	$	75,513,293
TIAA-CREF Bond Plus		1,130,120		31,974,818		901,934		89,782			562,135		33,001,056
TIAA-CREF Emerging Markets Equity		6,537,626		1,806,458		1,023,706		(79,381	)		44,506		7,414,628
TIAA-CREF Enhanced International Equity Index		7,297,000		3,385,764		2,633,865		444,207			240,369		9,001,491
TIAA-CREF Enhanced Large-Cap Growth Index		11,252,000		5,151,576		1,650,230		891,485			134,553		16,044,408
TIAA-CREF Enhanced Large-Cap Value Index		12,190,046		4,202,212		2,173,553		883,127			188,846		15,524,166
TIAA-CREF Global Natural Resources		2,798,757		521,214		1,489,065		(69,778	)		30,896		1,957,141
TIAA-CREF Growth & Income		10,467,054		3,831,472		1,845,222		1,157,757			134,765		13,356,160
TIAA-CREF High-Yield		5,697,995		6,700,497		412,965		217,042			486,299		12,026,222
TIAA-CREF Inflation-Linked Bond		10,797,949		19,182,377		14,542,787		(229,441	)		327,793		15,258,903
TIAA-CREF International Equity		9,585,972		2,918,839		4,182,525		529,596			131,617		9,906,118
TIAA-CREF International Opportunities		1,695,347		8,378,750		884,957		11,654			29,322		9,688,239
TIAA-CREF Large-Cap Growth		11,482,605		4,802,472		2,101,061		914,315			48,203		15,996,113
TIAA-CREF Large-Cap Value		12,389,440		3,971,546		2,209,319		884,318			170,422		15,337,765
TIAA-CREF Mid-Cap Growth		573,132		467,067		702,416		138,033			819		395,871
TIAA-CREF Mid-Cap Value		710,770		180,393		683,346		183,082			2,994		287,167
TIAA-CREF Money Market		742,186		5,686		719,983		—			2		27,890
TIAA-CREF Short-Term Bond		34,312,701		23,745,995		13,083,108		(140,611	)		432,103		44,861,967
TIAA-CREF Small-Cap Equity		5,150,985		1,929,985		1,075,638		482,958			46,535		6,464,858
	$	228,387,296	$	139,786,431	$	76,943,862	$	5,778,062		$	4,789,199	$	302,063,456

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Notes to financial statements

Issue	Value at May 31, 2013		Purchases cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2014
Lifecycle 2010 Fund
TIAA-CREF Bond	$	318,107,409	$	40,577,935	$	100,299,898	$	(1,587,701	)	$	6,523,748	$	257,660,401
TIAA-CREF Bond Plus		7,838,148		112,159,775		4,560,248		366,479			2,147,101		118,303,534
TIAA-CREF Emerging Markets Equity		30,345,106		5,208,191		6,068,902		(331,609	)		193,888		29,767,861
TIAA-CREF Enhanced International Equity Index		35,636,936		9,389,029		11,708,204		2,259,648			1,094,996		37,739,461
TIAA-CREF Enhanced Large-Cap Growth Index		54,315,479		14,013,072		7,816,426		4,445,196			606,585		66,381,857
TIAA-CREF Enhanced Large-Cap Value Index		58,640,965		12,442,280		12,609,166		5,045,551			851,995		64,293,019
TIAA-CREF Global Natural Resources		13,047,961		1,121,772		6,672,937		(200,615	)		139,898		8,096,288
TIAA-CREF Growth & Income		50,233,038		10,990,444		9,918,244		6,260,059			611,613		55,397,980
TIAA-CREF High-Yield		26,348,542		17,830,882		1,093,756		873,412			1,914,492		43,099,822
TIAA-CREF Inflation-Linked Bond		44,623,959		40,484,892		28,718,482		(584,763	)		956,792		55,786,085
TIAA-CREF International Equity		45,850,953		7,755,078		20,186,748		3,756,095			597,956		40,670,253
TIAA-CREF International Opportunities		7,994,147		33,586,237		4,152,051		(5,507	)		132,156		39,478,347
TIAA-CREF Large-Cap Growth		53,835,122		14,200,284		10,138,603		4,697,220			217,831		66,321,001
TIAA-CREF Large-Cap Value		58,139,832		10,925,473		10,928,170		4,906,922			770,084		63,500,669
TIAA-CREF Mid-Cap Growth		2,926,880		1,643,656		2,721,413		789,789			4,798		2,103,822
TIAA-CREF Mid-Cap Value		3,585,300		563,109		2,870,275		1,008,567			18,289		1,669,288
TIAA-CREF Money Market		3,216,212		22,124		3,179,380		—			8		58,956
TIAA-CREF Short-Term Bond		85,643,179		45,269,853		23,823,561		(196,554	)		1,134,352		106,831,865
TIAA-CREF Small-Cap Equity		24,520,217		5,683,368		5,629,662		2,626,827			211,329		26,815,469
	$	924,849,385	$	383,867,454	$	273,096,126	$	34,129,016		$	18,127,911	$	1,083,975,978

82	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

continued

Issue	Value at May 31, 2013		Purchases cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2014
Lifecycle 2015 Fund
TIAA-CREF Bond	$	429,565,327	$	61,064,867	$	118,096,009	$	4,879,687		$	9,228,344	$	372,237,572
TIAA-CREF Bond Plus		19,573,642		166,087,828		5,643,283		794,312			3,401,739		184,237,639
TIAA-CREF Emerging Markets Equity		50,504,931		8,499,694		8,872,562		770,777			334,136		50,749,909
TIAA-CREF Enhanced International Equity Index		61,155,958		15,531,570		18,109,589		5,695,739			1,945,657		66,357,900
TIAA-CREF Enhanced Large-Cap Growth Index		92,164,500		24,898,027		11,600,318		10,802,463			1,064,029		115,633,910
TIAA-CREF Enhanced Large-Cap Value Index		99,566,848		16,883,794		14,415,828		11,522,889			1,503,052		112,060,496
TIAA-CREF Global Natural Resources		21,677,967		2,133,097		10,774,873		260,991			244,311		14,115,776
TIAA-CREF Growth & Income		84,818,631		16,839,915		12,100,395		13,497,329			1,062,813		96,588,544
TIAA-CREF High-Yield		47,329,501		20,332,734		1,215,102		1,543,965			3,103,208		66,291,417
TIAA-CREF Inflation-Linked Bond		69,068,996		29,024,336		11,187,217		940,026			1,080,202		86,443,603
TIAA-CREF International Equity		76,620,389		14,071,392		31,401,561		8,860,818			1,045,309		71,720,947
TIAA-CREF International Opportunities		13,560,317		57,885,882		5,690,930		701,574			229,641		69,292,382
TIAA-CREF Large-Cap Growth		92,252,243		24,298,505		15,479,713		14,755,964			382,471		115,581,883
TIAA-CREF Large-Cap Value		99,645,543		16,907,592		15,215,498		12,309,898			1,345,681		110,570,486
TIAA-CREF Mid-Cap Growth		5,180,942		2,821,472		4,185,446		1,741,867			9,685		4,237,343
TIAA-CREF Mid-Cap Value		6,289,369		838,764		4,345,668		1,640,349			38,514		3,492,719
TIAA-CREF Money Market		4,765,963		4,470		4,627,289		—			12		143,145
TIAA-CREF Short-Term Bond		71,207,184		32,916,420		3,894,377		332,121			1,147,085		100,088,040
TIAA-CREF Small-Cap Equity		41,483,737		8,985,186		7,472,250		6,733,944			369,120		46,799,203
	$	1,386,431,988	$	520,025,545	$	304,327,908	$	97,784,713		$	27,535,009	$	1,686,642,914

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Notes to financial statements

Issue	Value at May 31, 2013		Purchases cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2014
Lifecycle 2020 Fund
TIAA-CREF Bond	$	446,266,526	$	90,993,698	$	105,217,494	$	4,412,674		$	10,149,563	$	432,819,374
TIAA-CREF Bond Plus		51,212,604		214,951,790		5,934,947		1,120,601			4,956,368		265,537,206
TIAA-CREF Emerging Markets Equity		74,682,972		16,338,261		9,906,971		1,033,000			519,360		82,231,577
TIAA-CREF Enhanced International Equity Index		93,460,287		29,567,794		24,436,949		8,684,063			3,119,782		110,984,123
TIAA-CREF Enhanced Large-Cap Growth Index		139,954,497		47,260,722		11,460,814		16,046,623			1,694,245		191,871,024
TIAA-CREF Enhanced Large-Cap Value Index		151,149,214		34,575,355		15,808,407		16,607,775			2,374,402		185,845,682
TIAA-CREF Global Natural Resources		32,067,020		3,838,598		14,153,514		413,829			390,067		23,485,203
TIAA-CREF Growth & Income		128,279,547		32,524,371		11,390,488		18,737,660			1,668,089		160,320,929
TIAA-CREF High-Yield		79,903,196		22,863,058		1,060,881		2,259,883			4,878,560		101,368,751
TIAA-CREF Inflation-Linked Bond		55,048,452		33,363,807		2,662,823		326,937			907,767		85,827,983
TIAA-CREF International Equity		114,118,991		24,181,731		38,438,478		11,431,008			1,669,008		119,049,072
TIAA-CREF International Opportunities		20,360,567		94,653,132		6,259,506		812,188			364,670		114,520,343
TIAA-CREF Large-Cap Growth		138,496,927		44,768,804		13,907,080		18,629,377			610,585		191,881,975
TIAA-CREF Large-Cap Value		149,655,699		36,859,605		16,921,529		17,159,919			2,162,239		183,872,882
TIAA-CREF Mid-Cap Growth		8,163,985		4,556,738		5,265,549		2,516,194			17,549		8,061,533
TIAA-CREF Mid-Cap Value		9,837,430		1,864,890		6,058,544		2,391,558			75,198		6,796,303
TIAA-CREF Money Market		6,270,815		9,731		6,088,959		—			16		191,587
TIAA-CREF Short-Term Bond		56,870,648		30,134,211		1,123,836		188,290			962,889		85,802,974
TIAA-CREF Small-Cap Equity		62,578,229		17,905,110		8,442,861		9,620,632			588,980		77,674,226
	$	1,818,377,606	$	781,211,406	$	304,539,630	$	132,392,211		$	37,109,337	$	2,428,142,747

84	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

continued

Issue	Value at May 31, 2013		Purchases cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2014
Lifecycle 2025 Fund
TIAA-CREF Bond	$	312,737,397	$	73,949,468	$	71,266,002	$	2,937,597		$	7,254,985	$	316,073,151
TIAA-CREF Bond Plus		85,012,645		177,410,266		6,689,431		1,119,500			5,134,872		260,210,406
TIAA-CREF Emerging Markets Equity		81,478,739		18,005,662		9,811,378		1,265,452			572,169		90,995,416
TIAA-CREF Enhanced International Equity Index		104,442,692		31,331,825		23,693,897		9,225,611			3,524,737		125,978,380
TIAA-CREF Enhanced Large-Cap Growth Index		155,785,407		52,009,759		9,528,248		16,943,900			1,898,058		216,250,322
TIAA-CREF Enhanced Large-Cap Value Index		168,121,592		38,950,290		14,784,950		17,820,534			2,664,309		210,026,229
TIAA-CREF Global Natural Resources		34,886,249		4,636,798		14,918,446		464,581			437,701		26,493,415
TIAA-CREF Growth & Income		142,047,824		34,194,687		7,473,565		19,096,953			1,863,948		180,871,988
TIAA-CREF High-Yield		95,641,776		31,800,187		1,283,187		2,740,104			5,940,223		125,756,792
TIAA-CREF Inflation-Linked Bond		19,370,682		18,175,497		644,425		39,097			345,158		37,116,815
TIAA-CREF International Equity		125,150,022		26,594,260		38,594,784		11,782,326			1,871,853		134,301,967
TIAA-CREF International Opportunities		22,574,620		104,820,288		5,171,142		724,236			407,348		128,737,394
TIAA-CREF Large-Cap Growth		153,926,390		47,962,072		10,367,906		18,338,990			687,400		216,537,079
TIAA-CREF Large-Cap Value		166,402,066		38,806,787		13,232,236		17,133,615			2,425,860		207,810,726
TIAA-CREF Mid-Cap Growth		9,348,682		5,282,887		5,277,115		2,831,681			21,487		9,989,507
TIAA-CREF Mid-Cap Value		11,191,388		2,009,798		6,010,425		2,532,220			92,914		8,524,379
TIAA-CREF Money Market		6,138,167		9,207		5,959,635		—			15		187,740
TIAA-CREF Short-Term Bond		20,112,164		17,695,354		676,488		62,016			384,751		37,118,614
TIAA-CREF Small-Cap Equity		69,383,222		18,869,055		6,753,615		9,824,471			660,408		87,694,063
	$	1,783,751,724	$	742,514,147	$	252,136,875	$	134,882,884		$	36,188,196	$	2,420,674,383

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Notes to financial statements

Issue	Value at May 31, 2013		Purchases cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2014
Lifecycle 2030 Fund
TIAA-CREF Bond	$	175,315,885	$	79,537,407	$	45,745,297	$	1,120,055		$	4,414,216	$	209,864,237
TIAA-CREF Bond Plus		100,287,296		118,483,310		11,800,760		1,053,653			4,513,105		210,095,960
TIAA-CREF Emerging Markets Equity		85,645,615		18,118,206		9,243,900		1,183,770			608,201		95,852,318
TIAA-CREF Enhanced International Equity Index		111,840,167		33,248,198		24,470,733		9,815,038			3,828,852		135,444,809
TIAA-CREF Enhanced Large-Cap Growth Index		165,773,346		53,960,230		7,748,860		17,256,387			2,042,594		231,168,373
TIAA-CREF Enhanced Large-Cap Value Index		178,829,225		40,053,037		13,375,977		18,271,213			2,872,609		224,447,404
TIAA-CREF Global Natural Resources		36,479,991		4,750,035		14,796,487		407,840			472,804		28,344,729
TIAA-CREF Growth & Income		150,972,557		36,483,364		6,854,291		20,211,036			2,001,626		193,459,428
TIAA-CREF High-Yield		100,931,130		40,257,257		1,921,367		3,023,420			6,439,968		138,906,594
TIAA-CREF International Equity		131,975,290		26,278,302		37,497,651		11,677,417			2,020,613		143,160,684
TIAA-CREF International Opportunities		24,014,100		110,698,912		4,621,782		647,082			439,420		137,303,314
TIAA-CREF Large-Cap Growth		164,489,862		49,718,364		9,147,391		18,945,205			741,971		231,638,478
TIAA-CREF Large-Cap Value		177,470,325		37,843,670		9,931,027		16,924,588			2,614,077		222,145,278
TIAA-CREF Mid-Cap Growth		10,159,137		5,012,936		4,346,587		2,844,024			24,858		11,456,911
TIAA-CREF Mid-Cap Value		12,117,154		1,443,442		5,187,031		2,427,579			107,622		9,873,069
TIAA-CREF Money Market		5,863,894		10,226		5,693,557		—			15		180,563
TIAA-CREF Small-Cap Equity		73,643,232		18,362,167		4,625,167		9,424,521			713,622		93,886,903
	$	1,705,808,206	$	674,259,063	$	217,007,865	$	135,232,828		$	33,856,173	$	2,317,229,052

86	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

continued

Issue	Value at May 31, 2013		Purchases cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2014
Lifecycle 2035 Fund
TIAA-CREF Bond	$	42,782,515	$	73,143,303	$	19,602,830	$	256,146		$	1,604,450	$	97,348,080
TIAA-CREF Bond Plus		101,203,549		51,749,506		12,650,743		863,483			3,382,735		141,654,456
TIAA-CREF Emerging Markets Equity		94,594,114		20,306,712		9,785,364		1,200,302			675,371		106,507,837
TIAA-CREF Enhanced International Equity Index		125,484,765		36,828,797		26,104,580		10,941,959			4,327,953		152,954,117
TIAA-CREF Enhanced Large-Cap Growth Index		185,180,843		61,201,698		7,489,886		18,887,681			2,291,284		260,511,037
TIAA-CREF Enhanced Large-Cap Value Index		199,809,557		46,913,402		15,009,894		20,599,372			3,232,310		252,987,277
TIAA-CREF Global Natural Resources		40,303,873		5,526,669		16,145,782		500,289			531,223		31,866,241
TIAA-CREF Growth & Income		168,141,734		41,762,371		6,715,803		22,390,425			2,245,673		217,523,556
TIAA-CREF High-Yield		101,792,402		42,617,189		2,273,101		3,110,296			6,560,368		141,788,819
TIAA-CREF International Equity		145,987,401		30,012,013		39,504,613		12,553,949			2,272,263		161,440,700
TIAA-CREF International Opportunities		26,767,938		123,151,510		4,132,946		624,816			492,456		153,898,259
TIAA-CREF Large-Cap Growth		183,399,227		57,721,344		10,486,942		21,237,823			835,169		260,271,142
TIAA-CREF Large-Cap Value		198,042,205		41,685,242		7,617,595		17,965,695			2,930,700		250,877,470
TIAA-CREF Mid-Cap Growth		11,536,062		5,696,462		4,321,398		3,145,925			29,716		13,563,166
TIAA-CREF Mid-Cap Value		13,717,313		2,108,348		5,732,221		2,720,478			128,954		11,774,192
TIAA-CREF Money Market		5,706,777		14,201		5,534,465		—			15		186,513
TIAA-CREF Small-Cap Equity		82,049,743		19,691,188		3,200,404		9,600,746			803,470		105,740,004
	$	1,726,500,018	$	660,129,955	$	196,308,567	$	146,599,385		$	32,344,110	$	2,360,892,866

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Notes to financial statements

Issue	Value at May 31, 2013		Purchases cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2014
Lifecycle 2040 Fund
TIAA-CREF Bond Plus	$	90,328,914	$	52,902,918	$	21,099,578	$	817,801		$	2,884,966	$	123,129,110
TIAA-CREF Emerging Markets Equity		133,374,861		25,973,662		13,257,291		1,563,562			951,299		147,943,801
TIAA-CREF Enhanced International Equity Index		178,254,309		49,138,124		35,049,877		15,206,448			6,142,669		216,059,869
TIAA-CREF Enhanced Large-Cap Growth Index		262,609,814		83,160,505		9,711,049		26,414,726			3,250,760		366,328,859
TIAA-CREF Enhanced Large-Cap Value Index		283,365,227		60,259,148		18,779,778		28,167,126			4,582,647		354,751,443
TIAA-CREF Global Natural Resources		56,610,060		7,597,925		22,467,377		661,997			753,643		44,739,857
TIAA-CREF Growth & Income		238,243,202		56,461,501		9,636,307		31,831,609			3,177,349		305,150,208
TIAA-CREF High-Yield		136,933,719		57,272,050		8,330,356		4,658,765			8,736,285		185,333,351
TIAA-CREF International Equity		205,893,929		39,421,930		53,742,995		17,164,938			3,224,302		226,592,970
TIAA-CREF International Opportunities		37,911,006		169,768,420		4,837,746		724,915			696,727		214,352,348
TIAA-CREF Large-Cap Growth		259,744,245		75,195,558		12,438,201		28,828,849			1,185,418		364,287,940
TIAA-CREF Large-Cap Value		280,496,335		56,373,915		11,403,916		25,887,221			4,157,702		351,751,567
TIAA-CREF Mid-Cap Growth		16,501,708		7,943,217		5,717,508		4,470,247			42,961		19,655,179
TIAA-CREF Mid-Cap Value		19,595,356		3,057,889		7,928,032		3,844,257			186,224		17,151,603
TIAA-CREF Money Market		7,692,364		41,176		7,460,097		—			20		273,442
TIAA-CREF Small-Cap Equity		116,267,537		26,331,570		4,328,586		13,489,620			1,137,929		148,458,630
	$	2,323,822,586	$	770,899,508	$	246,188,694	$	203,732,081		$	41,110,901	$	3,085,960,177
Lifecycle 2045 Fund
TIAA-CREF Bond Plus	$	23,037,275	$	18,745,740	$	3,492,327	$	(3,585	)	$	828,204	$	38,696,961
TIAA-CREF Emerging Markets Equity		34,192,423		12,772,232		1,419,976		(90,815	)		271,597		46,318,843
TIAA-CREF Enhanced International Equity Index		45,699,423		23,920,808		8,783,670		2,339,237			1,760,726		67,543,365
TIAA-CREF Enhanced Large-Cap Growth Index		66,999,976		40,943,554		1,204,191		6,361,773			933,840		115,312,197
TIAA-CREF Enhanced Large-Cap Value Index		72,367,455		32,090,369		1,473,688		5,822,869			1,311,322		111,491,037
TIAA-CREF Global Natural Resources		14,544,872		4,062,304		5,300,757		(341,960	)		216,281		14,186,862
TIAA-CREF Growth & Income		60,744,812		30,818,738		1,252,239		7,874,888			889,762		95,892,930
TIAA-CREF High-Yield		35,217,279		23,660,504		621,063		1,059,464			2,498,130		58,246,499
TIAA-CREF International Equity		52,450,275		20,598,886		12,023,781		1,009,729			921,750		70,816,942
TIAA-CREF International Opportunities		9,742,424		54,752,183		375,835		(176	)		200,156		67,401,417
TIAA-CREF Large-Cap Growth		67,211,738		37,957,144		2,081,760		6,162,783			336,479		114,652,928
TIAA-CREF Large-Cap Value		72,388,174		32,108,815		961,670		5,959,501			1,189,296		111,024,956
TIAA-CREF Mid-Cap Growth		4,219,050		3,320,936		1,650,765		725,777			12,316		6,120,983
TIAA-CREF Mid-Cap Value		5,011,201		1,608,723		1,931,381		494,139			53,093		5,368,356
TIAA-CREF Money Market		2,004,612		20,938		1,944,530		—			6		81,020
TIAA-CREF Small-Cap Equity		29,783,095		14,807,521		470,638		3,205,370			327,136		46,698,816
	$	595,614,084	$	352,189,395	$	44,988,271	$	40,578,994		$	11,750,094	$	969,854,112

88	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

continued

Issue	Value at May 31, 2013		Purchases cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2014
Lifecycle 2050 Fund
TIAA-CREF Bond Plus	$	12,512,483	$	10,584,767	$	1,519,102	$	9,859		$	461,535	$	21,812,428
TIAA-CREF Emerging Markets Equity		18,734,601		7,557,830		622,902		(28,909	)		151,167		26,128,159
TIAA-CREF Enhanced International Equity Index		25,043,057		14,166,318		4,840,857		1,288,176			980,060		38,087,943
TIAA-CREF Enhanced Large-Cap Growth Index		36,694,091		24,332,070		769,817		3,548,431			520,206		64,998,415
TIAA-CREF Enhanced Large-Cap Value Index		39,650,596		19,409,836		939,219		3,257,004			730,404		62,844,457
TIAA-CREF Global Natural Resources		7,966,483		2,423,578		2,889,508		(173,540	)		120,288		7,999,434
TIAA-CREF Growth & Income		33,235,345		18,239,839		506,374		4,393,611			493,924		54,052,244
TIAA-CREF High-Yield		19,190,857		14,013,710		372,467		588,845			1,389,833		32,831,958
TIAA-CREF International Equity		28,664,588		12,123,535		6,321,342		526,912			513,106		39,900,116
TIAA-CREF International Opportunities		5,337,165		31,033,409		179,392		337			111,388		37,976,638
TIAA-CREF Large-Cap Growth		36,841,092		22,547,700		1,139,939		3,433,460			187,500		64,626,764
TIAA-CREF Large-Cap Value		39,673,334		19,500,324		735,668		3,330,853			662,512		62,581,777
TIAA-CREF Mid-Cap Growth		2,312,362		1,918,683		910,837		400,816			6,854		3,447,250
TIAA-CREF Mid-Cap Value		2,746,851		900,004		997,665		258,662			29,578		3,025,997
TIAA-CREF Money Market		1,092,776		9,004		1,059,898		—			3		41,882
TIAA-CREF Small-Cap Equity		16,322,873		8,943,427		349,422		1,782,931			182,060		26,324,831
	$	326,018,554	$	207,704,034	$	24,154,409	$	22,617,448		$	6,540,418	$	546,680,293
Lifecycle 2055 Fund
TIAA-CREF Bond Plus	$	1,291,213	$	1,973,966	$	181,701	$	2,948		$	57,960	$	3,125,681
TIAA-CREF Emerging Markets Equity		1,900,421		1,868,205		100,547		(15,627	)		19,567		3,751,860
TIAA-CREF Enhanced International Equity Index		2,535,500		2,969,125		462,154		137,898			126,806		5,489,168
TIAA-CREF Enhanced Large-Cap Growth Index		3,695,533		5,165,513		115,248		452,329			67,237		9,313,507
TIAA-CREF Enhanced Large-Cap Value Index		4,001,939		4,603,808		170,279		412,093			94,403		9,004,890
TIAA-CREF Global Natural Resources		801,521		531,892		247,944		(16,405	)		15,519		1,145,846
TIAA-CREF Growth & Income		3,343,702		4,183,086		137,263		556,712			59,829		7,745,067
TIAA-CREF High-Yield		1,966,828		2,801,727		78,274		74,782			173,628		4,704,638
TIAA-CREF International Equity		2,873,148		2,772,700		591,098		7,257			66,119		5,698,564
TIAA-CREF International Opportunities		543,009		4,738,391		96,213		(1,985	)		14,399		5,409,787
TIAA-CREF Large-Cap Growth		3,743,487		5,009,240		231,275		437,106			24,240		9,260,387
TIAA-CREF Large-Cap Value		4,034,798		4,557,900		109,183		422,827			85,714		8,967,282
TIAA-CREF Mid-Cap Growth		233,017		376,519		117,146		47,383			895		501,657
TIAA-CREF Mid-Cap Value		277,072		231,682		120,626		22,980			3,823		433,592
TIAA-CREF Money Market		109,458		3,278		106,145		—			—		6,591
TIAA-CREF Small-Cap Equity		1,649,970		2,054,110		58,175		227,530			23,520		3,772,276
	$	33,000,616	$	43,841,142	$	2,923,271	$	2,767,828		$	833,659	$	78,330,793

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Notes to financial statements

Note 4—investments

Net unrealized appreciation (depreciation): At May 31, 2014, 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	$	272,875,536	$	29,187,920	$	—		$	29,187,920
Lifecycle 2010		951,091,416		132,884,562		—			132,884,562
Lifecycle 2015		1,537,500,793		150,356,902		(1,214,781	)		149,142,121
Lifecycle 2020		2,171,181,295		258,393,646		(1,432,194	)		256,961,452
Lifecycle 2025		2,123,351,254		298,911,164		(1,588,035	)		297,323,129
Lifecycle 2030		1,988,183,488		329,839,374		(793,810	)		329,045,564
Lifecycle 2035		1,985,351,404		375,725,446		(183,984	)		375,541,462
Lifecycle 2040		2,550,342,554		535,887,571		(269,948	)		535,617,623
Lifecycle 2045		815,909,130		153,944,982		—			153,944,982
Lifecycle 2050		463,588,925		83,091,368		—			83,091,368
Lifecycle 2055		71,028,127		7,302,666		—			7,302,666

Purchases and sales: Purchases and sales of securities (other than short-term instruments) for all of the Funds for the year ended May 31, 2014, were as follows:

Fund	Purchases		Sales
Lifecycle Retirement Income	$	141,286,923	$	78,413,382
Lifecycle 2010		383,867,454		273,096,126
Lifecycle 2015		520,025,545		304,327,908
Lifecycle 2020		781,211,406		304,539,630
Lifecycle 2025		742,514,147		252,136,875
Lifecycle 2030		674,259,063		217,007,865
Lifecycle 2035		660,129,955		196,308,567
Lifecycle 2040		770,899,508		246,188,694
Lifecycle 2045		352,189,395		44,988,271
Lifecycle 2050		207,704,034		24,154,409
Lifecycle 2055		46,402,623		5,483,647

90	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

continued

Note 5—distributions to shareholders and other tax items

The tax character of distributions paid to shareholders during the year ended May 31, 2014 and the year ended May 31, 2013 was as follows:

			5/31/2014

Fund	Ordinary income		Long-term capital gains		Total
Lifecycle Retirement Income	$	7,055,820	$	2,089,903	$	9,145,723
Lifecycle 2010		31,232,087		7,787,214		39,019,301
Lifecycle 2015		44,344,789		54,067,325		98,412,114
Lifecycle 2020		63,509,333		67,508,952		131,018,285
Lifecycle 2025		66,098,275		66,828,455		132,926,730
Lifecycle 2030		67,137,431		64,003,293		131,140,724
Lifecycle 2035		70,313,932		68,767,381		139,081,313
Lifecycle 2040		95,753,146		96,808,530		192,561,676
Lifecycle 2045		27,556,468		6,449,207		34,005,675
Lifecycle 2050		15,207,533		3,480,279		18,687,812
Lifecycle 2055		1,894,724		332,657		2,227,381

				5/31/2013

Fund		Ordinary income	Long-term capital gains			Total
Lifecycle Retirement Income	$	4,367,159	$	999,058	$	5,366,217
Lifecycle 2010		20,621,354		1,302,243		21,923,597
Lifecycle 2015		33,330,054		26,302,270		59,632,324
Lifecycle 2020		40,798,430		31,575,694		72,374,124
Lifecycle 2025		37,662,988		30,424,427		68,087,415
Lifecycle 2030		33,093,196		31,646,316		64,739,512
Lifecycle 2035		30,051,658		34,754,355		64,806,013
Lifecycle 2040		39,558,913		57,037,898		96,596,811
Lifecycle 2045		8,239,985		2,790,520		11,030,505
Lifecycle 2050		4,459,428		1,380,235		5,839,663
Lifecycle 2055		405,485		127,276		532,761

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Notes to financial statements

As of May 31, 2014, 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			Total
Lifecycle Retirement Income		$	559,884	$	3,473,933	$	29,187,920		$	—		$	33,221,737
Lifecycle 2010			5,979,796		19,629,121		132,884,564			—			158,493,481
Lifecycle 2015			8,008,045		51,830,890		149,142,121			—			208,981,056
Lifecycle 2020			9,865,443		72,658,450		256,961,453			—			339,485,346
Lifecycle 2025			8,834,399		73,170,823		297,323,128			—			379,328,350
Lifecycle 2030			7,324,985		73,595,687		329,045,563			—			409,966,235
Lifecycle 2035			5,596,568		76,750,199		375,541,463			—			457,888,230
Lifecycle 2040			5,405,638		105,811,002		535,617,623			—			646,834,263
Lifecycle 2045			2,329,270		23,025,788		153,944,980			—			179,300,038
Lifecycle 2050			1,133,395		12,844,333		83,091,368			(198,700	)		96,870,396
Lifecycle 2055			134,837		1,643,814		7,302,665			—			9,081,316

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, 2014, the following Funds had capital loss carryovers, which will expire as follows:

	Date of expiration
Fund		5/31/2018		Total
Lifecycle 2050			$198,700		$198,700

For the year ended May 31, 2014, the Lifecycle 2050 Fund utilized $108,817 of its 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.

92	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

concluded

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. This facility expired June 2014. A new facility was entered into on June 24, 2014 expiring June 23, 2015. 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 accounts or funds at a specified rate of interest. The Funds are not liable for borrowings under the facility by other affiliated accounts or mutual funds. For the year ended May 31, 2014, 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 ■ 2014 Annual Report

Report of independent registered public accounting firm

To the Board of Trustees and Shareholders 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 (eleven of the portfolios constituting the TIAA-CREF Funds, hereafter collectively referred to as the “Funds”), at May 31, 2014, 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, 2014 by correspondence with the transfer agent, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland
July 18, 2014

94	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

Trustees and officers (unaudited)

TIAA-CREF Funds ■ May 31, 2014

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), 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).	79	Director of GMO; Director, the Maine Coast Heritage Trust; Investment Committee member, Maine Community Foundation and the Elmina B. Sewall Foundation, and Trustee of the Maine Chapter of the Nature Conservancy.
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.	Vice President (1990–2006), American Beacon Advisors, Inc., and Vice President of certain funds advised by American Beacon Advisors, Inc.	79	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.; and Independent Trustee, Lazard Alternative Strategies 1099 Fund.
Michael A. Forrester c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 11/5/67	Trustee	Indefinite term. Trustee since 2007.	Chief Executive Officer (since 2014) and Chief Operating Officer (2007–2014), Copper Rock Capital Partners, LLC; Chief Operating Officer, DDJ Capital Management (2003–2006).	79	Director of Copper Rock Capital Partners, LLC (investment adviser).

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Trustees and officers (unaudited)

continued

TIAA-CREF Funds ■ May 31, 2014

Trustees — 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	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	Chairman of the Board and Trustee	Indefinite term. Trustee since 2005; Chairman for term ending December 31, 2015. Chairman since 2013.	James S. Reid, Jr. Professor of Law (since 2004), Senior Advisor to the President and Provost (2010–2012), Acting Dean (2009), Vice Dean for Budget (2003–2006) and on the faculty (since 1989) of Harvard Law School.	79	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.	Principal, NL Jacob Consultant (economic and business consultant) (2012–present); President and Founder (2006–2012) of NLJ Advisors, Inc. (investment adviser); President and Managing Principal, Windermere Investment Associates (1997–2006).	79	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.	Partner (2004–2010) and Managing Director (1999–2004), Goldman Sachs Asset Management.	79	Director, Sansum Clinic; Investment committee member, College of Mount Saint Vincent and Cottage Health System; 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.

96	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

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, LLC; Principal, BAM Consulting LLC (2003–2009); Independent Consultant for Merrill Lynch (2003–2009).	79	Director, Arnhold and S. Bleichroeder Holdings; First Eagle Investment Management, LLC; American Legacy Foundation (Investment Committee); University of Edinburgh (Campaign Board); the North Shore Land Alliance, Prep for Prep, and Close Brothers Group plc.
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), Head (2006–2008) and Associate Head (1994–2000 and 2001–2006), Economics Department of MIT; and Program Director, NBER (1990–2008).	79	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	Trustee	Indefinite term. Trustee since 1999.	Chairman, President and Chief Executive Officer, Sloan Financial Group, Inc. (since 1991); Chairman and Chief Executive Officer (since 1991) and Chief Investment Officer (1991–2013), NCM Capital Management Group, Inc.; Chairman and Chief Executive Officer (since 2003) and Chief Investment Officer (2003–2013), NCM Capital Advisers Inc.; and Chairman, President and Principal Executive Officer, NCM Capital Investment Trust (2007–2012).	79	Director, SCANA Corporation (energy holding company); Member, Duke Children’s Hospital and Health Center National Board of Advisors.

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Trustees and officers (unaudited)

continued

TIAA-CREF Funds ■ May 31, 2014

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
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) and Professor, University of Texas at Austin (since 1987). Chairman, Department of Finance, University of Texas at Austin (2002–2011).		79		Member of the Board of Governors of the Investment Company Institute, the Governing Council of Independent Directors Council (an association for mutual fund directors), and Investment Advisory Committee, Employees Retirement System of Texas.

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). Partner, Wilmer Cutler Pickering Hale & Dorr LLP (1996–2009).

98	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

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 Account 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). 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). Interim Chief Compliance Officer for TIAA-CREF Life Insurance Company Separate Accounts VA-1, VLI-I and VLI-2 (since 2012). Interim Chief Compliance Officer for Covariance Capital Management, Inc. (“Covariance”) (since 2013).
Carol W. Deckbar TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 9/13/62	Executive Vice President	One-year term. Executive Vice President since 2013.	Chief Executive Officer (since 2014), Chief Operating Officer (“COO”) (2013–2014), President (2012–2013), Chair (2012–2013) and Manager (since 2011) of TIAA-CREF Asset Management, LLC (“TCAM”), and Executive Vice President of the TIAA-CREF Fund Complex (since 2013). Executive Vice President (since 2013), Interim Head of Asset Management (2012–2013), Senior Vice President, Investment Products (2009–2012), Managing Director, Mutual Fund Products (2007–2009) of TIAA. Senior Managing Director and COO (2012), Senior Vice President (2010–2012), Chair (2012–2013), and Director (since 2008) of Advisors and Investment Management. Manager, President, and COO of TCAA and TCAS (since 2011). Manager of TIAA-CREF Individual and Institutional Services, LLC (since 2010). Director of Westchester Group Investment Management, Inc. (since 2011). Manager of Beaver Investment Holdings, LLC (since 2012). Director of Green Wood Resources, Inc. (since 2012). Director of TH RE Administration Ltd., TH RE FCACO Ltd., TH RE AIFM group Ltd., and TH RE Group Holdings Ltd. (2013–2014).
Phillip G. Goff TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 11/22/63	Principal Financial Officer, Principal Accounting Officer and Treasurer	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 TCAM (since 2011). Senior Vice President (since 2010) and Funds Treasurer (since 2007) of Advisors and Investment Management. Assistant Treasurer of TIAA-CREF Life Insurance Company (“TC Life”) (since 2012). Director of TIAA-CREF Trust Company, FSB (since 2008). Director, Senior Vice President and Funds Treasurer of TCAA (since 2011). Director, Senior Vice President and Funds Treasurer of TCAS (since 2011).

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

Trustees and officers (unaudited)

concluded

TIAA-CREF Funds ■ May 31, 2014

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
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, Chief Risk Officer (since 2013) of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2009). Executive Vice President, Head of Risk Management of TIAA (2009–2013). 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). 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). Senior Managing Director, Chief Credit Risk Officer (2004–2008) of TIAA.
Robert G. Leary TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/20/61	President and Principal Executive Officer	One-year term. President and Principal Executive Officer since 2013.	Executive Vice President and President of Asset Management (since 2013) of TIAA. President and Principal Executive Officer of the TIAA-CREF Funds and TIAA-CREF Life Funds (since 2013). Manager (since 2013), President and Chief Executive Officer (2013–2014) of TCAM, and Executive Vice President of CREF and VA-1 (since 2013). Director, President and Chief Executive Officer of Advisors (since 2013). Manager, President and Chief Executive Officer of Investment Management (since 2013). Director of TH RE Ltd. (since 2013). Director (since 2013), President and Chief Executive Officer of TPIS (2013–2014). Director of TIAA International Holdings 1 Ltd., TIAA International Holdings 2 Ltd., and TIAA International Holdings 3 Ltd. (since 2013). Executive Vice President of TIAA-CREF Funds and TIAA-CREF Life Funds (June–September 2013). Representative, Securities Research, Inc. (February–May 2013). President and Chief Operating Officer, U.S., ING Americas (2011 to 2012). Chief Executive Officer, ING Insurance US (2010–2011). Chairman and Chief Executive Officer, ING Investment Management, Americas (2007–2009).

100	2014 Annual Report ■ TIAA-CREF Lifecycle 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 Fund Complex (since 2012). Director, Covariance (since 2012). Director T-C Life (since 2012). Director, Kaspick & Company, LLC (since 2012). Manager, TIAA-CREF Redwood, LLC (“Redwood”) (since 2013). Director, Aspen Insurance Holdings, LLC (since 2011). 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 Managing Director and Corporate Secretary	One-year term. Senior Managing Director since 2013 and Corporate Secretary since 2012.	Senior Managing Director (since 2013), Corporate Secretary (since 2012) of TIAA and the TIAA-CREF Fund Complex. Senior Vice President of TIAA and the TIAA-CREF Fund Complex (2012–2013). Managing Director, Retirement and Individual Financial Services (2010–2012) and Vice President, Product Development and Management, Institutional Client Services (2006–2010) of TIAA.
Otha T. Spriggs, III TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 2/16/51	Executive Vice President	One-year term. Executive Vice President since 2012.	Executive Vice President and Chief Human Resources Officer (since 2012) of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2012). Senior Vice President of Human Resources, Boston Scientific (2010–2012); President of Integrated People Solutions (2009–2010); Senior Vice President, Human Resources and various human resources leadership roles, CIGNA Corp. (2001–2009).
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 Financial Services (since 2011) of TIAA, and Executive Vice President (since 2008) of the TIAA-CREF Fund Complex. 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. Director (2007–2011) and Executive Vice President (2008–2010) of TCAM. Manager (since 2006), President and Chief Executive Officer (2006–2010) of Redwood. Director of Tuition Financing (2008–2009) and Executive Vice President of TC 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); Chief Communications Officer of TIAA (2010–2011). Senior Vice President, The Hartford Financial Services Group, Inc. (2008–2010).

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 calling 800 223–1200.

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

101

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 TIAA-CREF Lifecycle Fund series (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 renewal process

The Board held meetings on March 14, 2014 and March 27, 2014, at which it considered the annual renewal of the Agreement with respect to each applicable 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, other Board members and legal counsel to the Trustees to develop guidelines and specific requests relating to the types of information to be provided to the Board in connection with the proposed contract renewals. The Operations Committee also had worked with TAI to schedule and report on various follow-up items throughout the prior year that were requested by the Committee and the Board during the 2013 renewal process. During a series of meetings held prior to the March 14 and March 27, 2014 Board meetings, the Operations Committee, along with other Board Committees, as applicable, had reviewed such guidelines and follow-up 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 to be provided to the Board with respect to each Fund by the Global Fiduciary Review unit of Lipper, Inc. (“Lipper”), including meeting with representatives of Lipper in person. 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, performance and expense comparison

102	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

data regarding each Fund, including data relating to each Fund’s management fee rates, total expense ratios, short-term and long-term investment performance, portfolio turnover rates and brokerage commission costs. Lipper also compared much 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, each of which was selected by Lipper, and, in the case of the investment performance data, against one or more appropriate broad-based benchmark indices. In each case, Lipper summarized the methodologies it employed 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.

Among other matters, the Board also requested and reviewed various information provided by TAI to facilitate the Trustees’ evaluation of the reasonableness of any profits earned by TAI with respect to its services to each Fund pursuant to the Agreement. In this connection, the Board recognized that different Trustees could, and likely would, give different weight to different factors when evaluating the profits, if any, realized or anticipated to be realized by TAI, which is also true of their assessment of each Fund’s management fee rate and other aspects of the proposed renewal of the Agreement.

In advance of the Board meetings held on March 14 and March 27, 2014, 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 certain Board-specified criteria, 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 “fall-out” 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

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Renewal of investment management agreement (unaudited)

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 Form ADV registration statement as filed with the Securities and Exchange Commission (which was presented only to legal counsel for the Trustees); and (9) proposed narrative explanations of reasons why the Board should renew the Agreement.

In considering whether to renew the Agreement with respect to each Fund, the Board 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) fees charged by other advisers; (5) the extent to which economies of scale have been realized or are anticipated to be realized as the Fund grows; (6) whether the fee schedule set forth in the Agreement reflects any such economies of scale for the benefit of Fund investors; (7) comparisons of services and fee rates with any contracts entered into by TAI with other clients to whom TAI provides comparable services; and (8) 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.

While the Board considered the Agreement with respect to all Funds, 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 27, 2014, 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

104	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

continued

the TIAA-CREF Life Funds, TIAA Separate Account VA-1 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 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.

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) and its benchmark index. The Board also reviewed the performance of each Fund before any reductions for fees or expenses. This analysis considered the impact of NAV rounding and excluded the effects of fair valuation, securities lending and class action litigation on each Fund’s performance as compared to the performance of its benchmark index. In this regard, the Board considered that the performance of the Funds compared favorably to their respective benchmarks (after considering the effect of expenses incurred to operate the Funds and certain other relevant factors) and the Funds ranked in the top two performance quintiles versus their peer groups and universes of mutual funds. (For additional detail regarding each Fund’s performance, see the Fund-by-Fund synopsis below.) Thus, the Board concluded that, under the totality of circumstances, the investment performance of each Fund was within an acceptable range.

Cost and profitability

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Renewal of investment management agreement (unaudited)

indirectly by TAI in connection with the distribution of shares of the Fund. 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 or losses with respect to the Funds based on the Funds’ investment in affiliated underlying funds also managed by TAI.

During its review of TAI’s profits, 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 actual management fee rates charged to a Fund under the Agreement typically were lower than the management fee rates charged by many or most other 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 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 also considered that because TAI operated each Fund at a loss, there was little opportunity to pass economies of scale on to Fund shareholders. Based on all factors considered, the Board concluded that the Funds’ 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

106	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

continued

with an annual management fee of 0.10% of average daily net assets, 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 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. Both TAI and certain Funds managed by TAI or its affiliates may benefit from economies of scale to the extent that these Funds are managed in the same manner and by the same personnel as certain of the CREF Accounts. 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 (unless noted). Because the Institutional Class generally has lower non-management expenses than the Retirement, 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 Institutional Class. Comparative Lipper expense and performance rankings are as of March 31, 2013. All other time periods referenced below are ended December 31, 2013. Under the Morningstar rating system, 5 stars is the highest (best) rating category and 1 star is the lowest (worst) 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 2013 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, 2014.

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Renewal of investment management agreement (unaudited)

•	The Fund’s actual management fees (including the waiver) ranked first out of three within the group of comparable funds selected by Lipper for expense comparison purposes (“Expense Group”) and its total expenses were in the 1st quintile of its Expense Group. The Fund’s actual management fees (including the waiver) and total expenses were 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, 1st and 2nd quintiles of the group of comparable funds identified by Lipper for performance comparison purposes (“Performance Group”) for the one-, three- and five-year periods, respectively. The Fund was in the 1st quintile of its universe of comparable funds identified by Lipper for performance comparison purposes (“Performance Universe”) for the one-, three- and five-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 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, 2014.
•	The Fund’s actual management fees (including the waiver) ranked first out of four in its Expense Group and its total expenses were in the 1st quintile of its Expense Group. The Fund’s actual management fees (including the waiver) and total expenses were in the 1st quintile of its Expense Universe.
•	The Fund was in the 1st quintile of its Performance Group for the one-year period. The Fund ranked 1 out of 5 and 3 out of 5 within its Performance Group for the three- and five-year periods, respectively. The Fund was in the 1st, 1st and 2nd quintiles of its Performance Universe for the one-, three- and five-year periods, respectively.
•	The Fund received an Overall Morningstar Rating of 4 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, 2014.
•	The Fund’s actual management fees (including the waiver) ranked first out of four in its Expense Group and its total expenses were in the 1st quintile of its Expense Group. The Fund’s actual management fees (including the waiver) and total expenses were in the 1st quintile of its Expense Universe.
•	The Fund was in the 1st, 1st and 2nd quintiles of its Performance Group and Performance Universe for the one-, three- and five-year periods, respectively.

108	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

continued

•	The Fund received an Overall Morningstar Rating of 4 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, 2014.
•	The Fund’s actual management fees (including the waiver) ranked first out of four in its Expense Group and its total expenses were in the 1st quintile of its Expense Group. The Fund’s actual management fees (including the waiver) and total expenses were in the 1st quintile of its Expense Universe.
•	The Fund was in the 2nd, 1st and 2nd quintiles of its Performance Group for the one-, three- and five-year periods, respectively. The Fund was in the 1st quintile of its Performance Universe for the one-, three- and five-year periods.
•	The Fund received an Overall Morningstar Rating of 4 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 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, 2014.
•	The Fund’s actual management fees (including the waiver) ranked first out of five in its Expense Group and its total expenses were in the 1st quintile of its Expense Group. The Fund’s actual management fees (including the waiver) and total expenses were in the 1st quintile of its Expense Universe.
•	The Fund was in the 2nd, 1st and 2nd quintiles of its Performance Group for the one-, three- and five-year periods, respectively. The Fund was in the 1st, 1st and 2nd quintiles of its Performance Universe for the one-, three- and five-year periods, respectively.
•	The Fund received an Overall Morningstar Rating of 4 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, 2014.
•	The Fund’s actual management fees (including the waiver) ranked first out of four in its Expense Group and its total expenses were in the 1st quintile of its Expense Group. The Fund’s actual management fees (including the waiver) and total expenses were in the 1st quintile of its Expense Universe.

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109

Renewal of investment management agreement (unaudited)

•	The Fund was in the 2nd, 1st and 2nd quintiles of its Performance Group for the one-, three- and five-year periods, respectively. The Fund was in the 1st, 1st and 2nd quintiles of its Performance Universe for the one-, three- and five-year periods, respectively.
•	The Fund received an Overall Morningstar Rating of 4 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, 2014.
•	The Fund’s actual management fees (including the waiver) ranked first out of five in its Expense Group and its total expenses were in the 1st quintile of its Expense Group. The Fund’s actual management fees (including the waiver) and total expenses were in the 1st quintile of its Expense Universe.
•	The Fund was in the 1st quintile of its Performance Group and Performance Universe for the one-, three- and five-year periods.
•	The Fund received an Overall Morningstar Rating of 4 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, 2014.
•	The Fund’s actual management fees (including the waiver) ranked first out of four in its Expense Group and its total expenses were in the 1st quintile of its Expense Group. The Fund’s actual management fees (including the waiver) and total expenses were in the 1st quintile of its Expense Universe.
•	The Fund was in the 1st, 1st and 2nd quintiles of its Performance Group for the one-, three- and five-year periods, respectively. The Fund was in the 1st quintile of its Performance Universe for the one-, three- and five-year periods.
•	The Fund received an Overall Morningstar Rating of 4 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, 2014.
•	The Fund’s actual management fees (including the waiver) ranked first out of four in its Expense Group and its total expenses were in the 1st quintile of its Expense

110	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

concluded

	Group. The Fund’s actual management fees (including the waiver) and total expenses were in the 1st quintile of its Expense Universe.
•	The Fund was in the 1st quintile of its Performance Group and Performance Universe for the one-, three- and five-year periods.
•	The Fund received an Overall Morningstar Rating of 4 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 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, 2014.
•	The Fund’s actual management fees (including the waiver) ranked first out of four in its Expense Group and its total expenses were in the 1st quintile of its Expense Group. The Fund’s actual management fees (including the waiver) and total expenses were in the 1st quintile of its Expense Universe.
•	The Fund was in the 1st, 1st and 2nd quintiles of its Performance Group for the one-, three- and five-year periods, respectively. The Fund was in the 1st quintile of its Performance Universe for the one-, three- and five-year periods.
•	The Fund received an Overall Morningstar Rating of 4 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 2055 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, 2014.
•	The Fund’s actual management fees (including the waiver) ranked first out of three in its Expense Group and its total expenses were in the 1st quintile of its Expense Group. The Fund’s actual management fees (including the waiver) and total expenses were in the 1st quintile of its Expense Universe.
•	The Fund was in the 1st quintile of its Performance Group for the one-year period and ranked first out of three within its Performance Group for the since-inception period. The Fund was in the 1st quintile of its Performance Universe for the one-year and since-inception periods.
•	The Fund is too new to have received an Overall Morningstar Rating.
•	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.

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111

Important tax information (unaudited)

TIAA-CREF Lifecycle Funds

For the year ended May 31, 2014, 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	$	2,302,453
Lifecycle 2010		7,787,214
Lifecycle 2015		54,067,325
Lifecycle 2020		67,508,952
Lifecycle 2025		66,828,455
Lifecycle 2030		64,003,293
Lifecycle 2035		68,767,381
Lifecycle 2040		96,808,530
Lifecycle 2045		6,449,207
Lifecycle 2050		3,480,279
Lifecycle 2055		332,657

For the year ended May 31, 2014, the Lifecycle Funds designate the following percentages (or the maximum amount allowable) of ordinary income dividends paid as qualified dividends.

Fund	Percentage
Lifecycle Retirement Income		20.16	%
Lifecycle 2010		22.58	%
Lifecycle 2015		24.75	%
Lifecycle 2020		27.56	%
Lifecycle 2025		29.97	%
Lifecycle 2030		32.40	%
Lifecycle 2035		35.14	%
Lifecycle 2040		36.85	%
Lifecycle 2045		34.82	%
Lifecycle 2050		35.03	%
Lifecycle 2055		35.99	%

For the year ended May 31, 2014, 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		11.97	%
Lifecycle 2010		13.86	%
Lifecycle 2015		14.84	%
Lifecycle 2020		16.45	%
Lifecycle 2025		17.84	%
Lifecycle 2030		19.25	%
Lifecycle 2035		20.80	%
Lifecycle 2040		21.76	%
Lifecycle 2045		20.48	%
Lifecycle 2050		20.57	%
Lifecycle 2055		21.23	%

112	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

concluded

For the year ended May 31, 2014, 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	$	417,381		$0.01807
Lifecycle Fund 2010		1,890,320		0.02370
Lifecycle Fund 2015		3,331,541		0.02563
Lifecycle Fund 2020		5,317,691		0.02953
Lifecycle Fund 2025		5,979,430		0.03364
Lifecycle Fund 2030		6,469,932		0.03752
Lifecycle Fund 2035		7,289,184		0.04200
Lifecycle Fund 2040		10,336,316		0.04547
Lifecycle Fund 2045		2,960,033		0.04079
Lifecycle Fund 2050		1,647,627		0.04058
Lifecycle Fund 2055		212,965		0.04532

For the year ended May 31, 2014, 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	$	32,539		$0.00141
Lifecycle Fund 2010		145,685		0.00183
Lifecycle Fund 2015		254,910		0.00196
Lifecycle Fund 2020		403,759		0.00224
Lifecycle Fund 2025		451,281		0.00254
Lifecycle Fund 2030		485,835		0.00282
Lifecycle Fund 2035		545,071		0.00314
Lifecycle Fund 2040		771,484		0.00339
Lifecycle Fund 2045		220,766		0.00304
Lifecycle Fund 2050		122,881		0.00303
Lifecycle Fund 2055		15,888		0.00338

The information and distributions reported herein may differ from the information and distributions reported to shareholders for the calendar year ending December 31, 2014, which will be reported in conjunction with your 2014 Form 1099-DIV.

By early 2015, 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.

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

113

Additional information about index providers (unaudited)

Russell Indexes

The Russell 3000^® Index is a trademark/service mark of the Russell Investment Group. The Russell Investment Group is the owner of the copyrights relating to the Russell Indexes and is the source and owner of the data contained or reflected in the performance values relating to the Russell Indexes. The funds are not promoted by, nor in any way affiliated with, the Russell Investment Group. The Russell Investment Group is not responsible for and has not reviewed the funds nor any associated literature or publications and the Russell Investment Group makes no representation or warranty, express or implied, as to their accuracy, or completeness.

Russell reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell Indexes. Russell has no obligation to take the needs of any particular fund or its participants or any other product or person into consideration in determining, composing or calculating any of the Russell Indexes.

Russell’s publication of the Russell Indexes in no way suggests or implies an opinion by Russell as to the attractiveness or appropriateness of investment in any or all securities upon which the Russell Indexes are based. RUSSELL MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE REGARDING THE USE OR THE RESULTS OF USE OR THE RUSSELL INDEXES OR ANY DATA INCLUDED THEREIN, OR ANY SECURITIES (OR COMBINATION THEREOF) COMPRISING THE RUSSELL INDEXES. RUSSELL MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY, AND EXPRESSLY DISCLAIMS ANY WARRANTY, OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE RUSSELL INDEX(ES) OR ANY DATA OR ANY SECURITY (OR COMBINATION THEREOF) INCLUDED THEREIN.

MSCI Indexes

The funds are not sponsored, endorsed, sold or promoted by MSCI Inc. (“MSCI”), any of its affiliates, any of its information providers or any other third party involved in, or related to, compiling, computing or creating any MSCI index (collectively, the “MSCI Parties”). The MSCI indexes are the exclusive property of MSCI. MSCI and the MSCI index names are service mark(s) of MSCI or its affiliates and have been licensed for use for certain purposes by Teachers Advisors, Inc. None of the MSCI parties makes any representation or warranty, express or implied, to the issuer or owners of this fund or any other person or entity regarding the advisability of investing in funds generally or in this fund particularly or the ability of any MSCI index to track corresponding stock market performance. MSCI or its affiliates are the licensors of certain trademarks, service marks and trade names and of the MSCI indexes which are determined, composed and calculated by MSCI without regard to this fund or the issuer or owners of this fund or any other person or entity. None of the MSCI parties has any obligation to take the needs of the issuer or owners of this fund or any other person or entity into consideration in determining, composing or calculating the MSCI indexes. None of the MSCI parties is responsible for or has participated in the determination of the timing of, prices at, or quantities of this fund to be issued or in the determination or calculation of the equation by or the consideration into which

114	2014 Annual Report ■ TIAA-CREF Lifecycle Funds

concluded

this fund is redeemable. Further, none of the MSCI parties has any obligation or liability to the issuer or owners of this fund or any other person or entity in connection with the administration, marketing or offering of this fund.

ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER OF THE FUND, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

No purchaser, seller or holder of this security, product or fund, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote this security without first contacting MSCI to determine whether MSCI’s permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI.

TIAA-CREF Lifecycle Funds ■ 2014 Annual Report

115

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How to reach us

TIAA-CREF website

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24 hours a day, 7 days a week

Automated telephone service

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For the hearing- or speech-impaired

800 842-2755
8 a.m. to 10 p.m. (ET), Monday–Friday
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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, Premier 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.

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	2014 Annual Report TIAA-CREF Lifecycle Index Funds of the TIAA-CREF Funds May 31, 2014

	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	68
	Report of independent registered public accounting firm	77
	Trustees and officers	78
	Renewal of investment management agreement	85
	Important tax information	96
	Additional information about index providers	98
	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, 2014. 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, 2014.
	•	The financial statements provide detailed information about the operations and financial condition of each fund.

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	2014 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 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 the last day of February 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 ■ 2014 Annual Report

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 21 developed market countries outside North America—in Europe, Australasia and the Far East—and in 21 emerging market countries 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 any index. Index returns do not include a deduction for fees or expenses.

4	2014 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 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, 2013–May 31, 2014).

Actual expenses

Hypothetical example for comparison purposes

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Important information about expenses

Expense examples

Six months ended May 31, 2014

Lifecycle Index Funds	Beginning account value		Ending account value		Expenses paid during period	*	Effective expenses paid during period	^†
Institutional Class	(12/1/13	)	(5/31/14	)	(12/1/13–5/31/14	)	(12/1/13–5/31/14	)

Retirement Income Fund actual return	$1,000.00		$1,046.30		$0.20		$0.77
5% annual hypothetical return	1,000.00		1,024.73		0.20		0.76


2010 Fund actual return	$1,000.00		$1,047.86		$0.26		$0.82
5% annual hypothetical return	1,000.00		1,024.68		0.25		0.81


2015 Fund actual return	$1,000.00		$1,049.52		$0.31		$0.82
5% annual hypothetical return	1,000.00		1,024.63		0.30		0.81


2020 Fund actual return	$1,000.00		$1,051.58		$0.31		$0.77
5% annual hypothetical return	1,000.00		1,024.63		0.30		0.76


2025 Fund actual return	$1,000.00		$1,054.60		$0.36		$0.77
5% annual hypothetical return	1,000.00		1,024.58		0.35		0.76


2030 Fund actual return	$1,000.00		$1,056.97		$0.41		$0.82
5% annual hypothetical return	1,000.00		1,024.53		0.40		0.81


2035 Fund actual return	$1,000.00		$1,059.09		$0.41		$0.77
5% annual hypothetical return	1,000.00		1,024.53		0.40		0.76


2040 Fund actual return	$1,000.00		$1,060.90		$0.41		$0.77
5% annual hypothetical return	1,000.00		1,024.53		0.40		0.76


2045 Fund actual return	$1,000.00		$1,060.17		$0.41		$0.77
5% annual hypothetical return	1,000.00		1,024.53		0.40		0.76


2050 Fund actual return	$1,000.00		$1,060.22		$0.41		$0.77
5% annual hypothetical return	1,000.00		1,024.53		0.40		0.76


2055 Fund actual return	$1,000.00		$1,060.65		$0.41		$0.77
5% annual hypothetical return	1,000.00		1,024.53		0.40		0.76

The amounts in the “Expenses paid during period” column are based on each 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 182/365. There were 182 days in the six months ended May 31, 2014. 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 0.04% for the Retirement Income Fund; 0.05% for the 2010 Fund; 0.06% for the 2015 and 2020 Funds; 0.07% for the 2025 Fund; and 0.08% for the 2030, 2035, 2040, 2045, 2050 and 2055 Funds.

^†

6	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

continued

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 0.15% for the Retirement Income, 2020, 2025, 2035, 2040, 2045, 2050 and 2055 Funds; and 0.16% for the 2010, 2015 and 2030 Funds.

Expense examples

Six months ended May 31, 2014

Lifecycle Index Funds	Beginning account value		Ending account value		Expenses paid during period	*	Effective expenses paid during period	^†
Premier Class	(12/1/13	)	(5/31/14	)	(12/1/13–5/31/14	)	(12/1/13–5/31/14	)

Retirement Income Fund actual return	$1,000.00		$1,044.72		$0.97		$1.53
5% annual hypothetical return	1,000.00		1,023.98		0.96		1.51


2010 Fund actual return	$1,000.00		$1,046.85		$1.02		$1.58
5% annual hypothetical return	1,000.00		1,023.93		1.01		1.56


2015 Fund actual return	$1,000.00		$1,048.76		$1.07		$1.58
5% annual hypothetical return	1,000.00		1,023.88		1.06		1.56


2020 Fund actual return	$1,000.00		$1,050.96		$1.07		$1.53
5% annual hypothetical return	1,000.00		1,023.88		1.06		1.51


2025 Fund actual return	$1,000.00		$1,053.07		$1.13		$1.54
5% annual hypothetical return	1,000.00		1,023.83		1.11		1.51


2030 Fund actual return	$1,000.00		$1,055.72		$1.18		$1.59
5% annual hypothetical return	1,000.00		1,023.78		1.16		1.56


2035 Fund actual return	$1,000.00		$1,057.87		$1.18		$1.54
5% annual hypothetical return	1,000.00		1,023.78		1.16		1.51


2040 Fund actual return	$1,000.00		$1,059.67		$1.18		$1.54
5% annual hypothetical return	1,000.00		1,023.78		1.16		1.51


2045 Fund actual return	$1,000.00		$1,059.03		$1.18		$1.54
5% annual hypothetical return	1,000.00		1,023.78		1.16		1.51


2050 Fund actual return	$1,000.00		$1,059.82		$1.18		$1.54
5% annual hypothetical return	1,000.00		1,023.78		1.16		1.51


2055 Fund actual return	$1,000.00		$1,059.55		$1.18		$1.54
5% annual hypothetical return	1,000.00		1,023.78		1.16		1.51

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Important information about expenses

0.20% for the 2010 Fund; 0.21% for the 2015 and 2020 Funds; 0.22% for the 2025 Fund; and 0.23% 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 0.30% for the Retirement Income, 2020, 2025, 2035, 2040, 2045, 2050 and 2055 Funds; and 0.31% for the 2010, 2015 and 2030 Funds.

Expense examples

Six months ended May 31, 2014

Lifecycle Index Funds	Beginning account value		Ending account value		Expenses paid during period	*	Effective expenses paid during period	^†
Retirement Class	(12/1/13	)	(5/31/14	)	(12/1/13–5/31/14	)	(12/1/13–5/31/14	)

Retirement Income Fund actual return	$1,000.00		$1,044.32		$1.48		$2.04
5% annual hypothetical return	1,000.00		1,023.49		1.46		2.02


2010 Fund actual return	$1,000.00		$1,046.83		$1.53		$2.09
5% annual hypothetical return	1,000.00		1,023.44		1.51		2.07


2015 Fund actual return	$1,000.00		$1,048.43		$1.58		$2.09
5% annual hypothetical return	1,000.00		1,023.39		1.56		2.07


2020 Fund actual return	$1,000.00		$1,050.57		$1.58		$2.04
5% annual hypothetical return	1,000.00		1,023.39		1.56		2.02


2025 Fund actual return	$1,000.00		$1,052.66		$1.64		$2.05
5% annual hypothetical return	1,000.00		1,023.34		1.61		2.02


2030 Fund actual return	$1,000.00		$1,054.48		$1.69		$2.10
5% annual hypothetical return	1,000.00		1,023.29		1.66		2.07


2035 Fund actual return	$1,000.00		$1,057.35		$1.69		$2.05
5% annual hypothetical return	1,000.00		1,023.29		1.66		2.02


2040 Fund actual return	$1,000.00		$1,059.13		$1.69		$2.05
5% annual hypothetical return	1,000.00		1,023.29		1.66		2.02


2045 Fund actual return	$1,000.00		$1,058.53		$1.69		$2.05
5% annual hypothetical return	1,000.00		1,023.29		1.66		2.02


2050 Fund actual return	$1,000.00		$1,059.29		$1.69		$2.05
5% annual hypothetical return	1,000.00		1,023.29		1.66		2.02


2055 Fund actual return	$1,000.00		$1,058.62		$1.69		$2.05
5% annual hypothetical return	1,000.00		1,023.29		1.66		2.02

8	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

concluded

The amounts in the “Expenses paid during period” column are based on each 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 182/365. There were 182 days in the six months ended May 31, 2014. 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 0.29% for the Retirement Income Fund; 0.30% for the 2010 Fund; 0.31% for the 2015 and 2020 Funds; 0.32% for the 2025 Fund; and 0.33% 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 0.40% for the Retirement Income, 2020, 2025, 2035, 2040, 2045, 2050 and 2055 Funds; and 0.41% for the 2010, 2015 and 2030 Funds.

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Investment results of the Lifecycle Index Funds

Performance for the twelve months ended May 31, 2014

All eleven TIAA-CREF Lifecycle Index Funds posted gains for the twelve-month reporting period, performing within close range of their respective composite benchmarks. Returns for the Retirement Class ranged from 8.53% for the Retirement Income Fund to 17.12% for the 2050 and 2055 funds. The tables on the following pages show returns for all share classes of the funds.

While lower, the funds’ returns were similar to those of their composite benchmarks, which measure market performance without deducting any fees or expenses. The difference between the returns of the eleven individual funds and those of their respective composite benchmarks ranged from 0.24 of a percentage point for the Lifecycle Index 2020 Fund to 0.34 of a percentage point for the Lifecycle Index 2015 Fund. (All fund results are for the Retirement Class.)

Markets fluctuate but many end higher

In January, the Fed began scaling back its monthly purchases of government bonds, which were designed to keep long-term interest rates low. U.S. stocks fell sharply for the month following weaker-than-expected economic data. First-quarter gross domestic product, the output of goods and services in the United States, declined partially as a result of the harsh winter. Worries about slowing growth in emerging nations put downward pressure on equity markets.

As 2014 progressed, some areas of the U.S. economy improved, the Fed reaffirmed its low interest rate policy, many corporate earnings reports exceeded expectations, and stocks regained their footing. By period-end, unemployment had dropped to 6.3%. Outside the U.S., equities rose in anticipation of interest rate cuts.

For the period, the Russell 3000^®Index, a broad measure of the U.S. stock market, rose 20.57%. The MSCI EAFE (Europe, Australasia, Far East)+EM (Emerging Markets) Index (ex USA), which measures stock performance in 21 developed market nations outside North America and in 21 emerging

10	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

market nations, climbed 14.70% and 11.51% in terms of U.S. dollars and local currencies, respectively. Although emerging markets lagged for the twelve months, many posted significant gains in the last several months of the period.

The prospect of rising interest rates limited U.S. investment-grade bond returns. The broad domestic bond market, as measured by the Barclays U.S. Aggregate Bond Index, rose 2.71% for the period. The Barclays U.S. Treasury Inflation Protected Securities Index (Series-L) returned just 0.40% for the twelve-month period but gained 5.51% for the first five months of 2014.

Stock market rallies drive fund performance

Nine of the eleven Lifecycle Index Funds posted double-digit gains for the twelve months fueled by gains in many equity markets.

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. The Lifecycle Index Funds do this by investing in various 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.

For the twelve months, the absolute returns of the funds—that is, without regard to the performance of their respective composite benchmarks—were driven by gains in the U.S. and international equity sectors. Conversely, absolute returns were constrained by weaker performance from the emerging market equity, inflation-protected assets and fixed-income sectors.

International equity contributes to relative performance

Detracting most from relative performance were the Equity Index and Bond Index funds. These negative effects were partially offset by the performance of the International Equity Index and the Emerging Markets Equity Index funds.

Lifecycle Index Funds with larger allocations to stocks posted higher returns. For example, the 2040, 2045, 2050 and 2055 funds, each with approximately 90% of their assets invested in equities as of period-end, advanced 17.09% or higher. By comparison, the Retirement Income Fund, with approximately 60% of its portfolio invested in fixed income and 40% in equity funds at period-end, earned 8.53%. (Returns of the Lifecycle Index Funds’ underlying funds can be found at www.tiaa-cref.org/performance.)

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Lifecycle Index Retirement Income Fund

Performance as of May 31, 2014

		Total return		Average annual total return


Lifecycle Index Retirement Income Fund	Inception date	1 year		since inception


Institutional Class	9/30/2009	8.87	%	8.32	%
Premier Class	9/30/2009	8.63		8.15
Retirement Class	9/30/2009	8.53		8.05


Lifecycle Index Retirement
Income Fund Composite Index*	—	8.86		8.52	^†


Broad market index
Barclays U.S. Aggregate Bond Index	—	2.71		4.37	^†

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

As of the close of business on May 31, 2014, the Lifecycle Index Retirement Income Fund Composite Index consisted of: 50.0% Barclays U.S. Aggregate Bond Index; 28.0% Russell 3000^®Index; 12.0% 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	2014 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)

Asset allocation


	% of net assets as of 5/31/14		Target allocation for 6/30/14


Equity
U.S. equity	28.6	%	28.0	%
International equity	12.3		12.0
Fixed income
Fixed income	50.7		50.0
Inflation-protected assets	10.2		10.0


Other assets & liabilities, net	-1.8		—


Total	100.0		100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Lifecycle Index 2010 Fund

Performance as of May 31, 2014

		Total return		Average annual total return


Lifecycle Index 2010 Fund	Inception date	1 year		since inception


Institutional Class	9/30/2009	10.02	%	9.05	%
Premier Class	9/30/2009	9.85		8.88
Retirement Class	9/30/2009	9.70		8.77


Lifecycle Index 2010 Fund
Composite Index*	—	10.03		9.23	^†


Broad market index
Barclays U.S. Aggregate Bond Index	—	2.71		4.37	^†

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

As of the close of business on May 31, 2014, the Lifecycle Index 2010 Fund Composite Index consisted of: 46.4% Barclays U.S. Aggregate Bond Index; 32.2% Russell 3000^® Index; 13.8% MSCI EAFE+EM Index; and 7.6% 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	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2010 Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

Asset allocation


	% of net assets as of 5/31/14		Target allocation for 6/30/14


Equity
U.S. equity	32.3	%	32.2	%
International equity	13.8		13.8
Fixed income
Fixed income	46.1		46.4
Inflation-protected assets	7.5		7.6


Other assets & liabilities, net	0.3		—


Total	100.0		100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Lifecycle Index 2015 Fund

Performance as of May 31, 2014

			Total return			Average annual total return


Lifecycle Index 2015 Fund	Inception date		1 year			since inception


Institutional Class		9/30/2009		10.97	%		9.64	%
Premier Class		9/30/2009		10.92			9.48
Retirement Class		9/30/2009		10.73			9.37


Lifecycle Index 2015 Fund
Composite Index*		—		11.07			9.84	^†


Broad market index
Russell 3000^®Index		—		20.57			16.38	^†

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

As of the close of business on May 31, 2014, the Lifecycle Index 2015 Fund Composite Index consisted of: 42.7% Barclays U.S. Aggregate Bond Index; 36.2% Russell 3000 Index; 15.5% MSCI EAFE+EM Index; and 5.6% 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	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2015 Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

Asset allocation

	% of net assets as of 5/31/14			Target allocation for 6/30/14


Equity
U.S. equity		36.4	%		36.1	%
International equity		15.5			15.5
Fixed income
Fixed income		42.4			42.8
Inflation-protected assets		5.5			5.6


Other assets & liabilities, net		0.2			—


Total		100.0			100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Lifecycle Index 2020 Fund

Performance as of May 31, 2014

			Total return			Average annual total return


Lifecycle Index 2020 Fund	Inception date		1 year			since inception

Institutional Class		9/30/2009		12.42	%		10.38	%
Premier Class		9/30/2009		12.30			10.21
Retirement Class		9/30/2009		12.19			10.12


Lifecycle Index 2020 Fund
Composite Index*		—		12.43			10.57	^†


Broad market index
Russell 3000^®Index		—		20.57			16.38	^†

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

As of the close of business on May 31, 2014, the Lifecycle Index 2020 Fund Composite Index consisted of: 41.8% Russell 3000 Index; 36.7% Barclays U.S. Aggregate Bond Index; 17.9% MSCI EAFE+EM Index; and 3.6% 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	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2020 Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

Asset allocation


	% of net assets as of 5/31/14			Target allocation for 6/30/14


Equity
U.S. equity		41.9	%		41.7	%
International equity		17.9			17.9
Fixed income
Fixed income		36.4			36.8
Inflation-protected assets		3.6			3.6


Other assets & liabilities, net		0.2			—


Total		100.0			100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Lifecycle Index 2025 Fund

Performance as of May 31, 2014

		Total return			Average annual total return
Lifecycle Index 2025 Fund	Inception date		1 year		since inception

Institutional Class	9/30/2009		13.85	%		11.14	%
Premier Class	9/30/2009		13.63			10.97
Retirement Class	9/30/2009		13.53			10.86


Lifecycle Index 2025 Fund
Composite Index*	—		13.81			11.30	^†


Broad market index
Russell 3000^®Index	—		20.57			16.38	^†

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

As of the close of business on May 31, 2014, the Lifecycle Index 2025 Fund Composite Index consisted of: 47.4% Russell 3000 Index; 30.7% Barclays U.S. Aggregate Bond Index; 20.3% MSCI EAFE+EM Index; and 1.6% 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	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2025 Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

Asset allocation

	% of net assets as of 5/31/14			Target allocation for 6/30/14

Equity
U.S. equity		47.5	%		47.3	%
International equity		20.3			20.3
Fixed income
Fixed income		30.4			30.8
Inflation-protected assets		1.5			1.6

Other assets & liabilities, net		0.3			—


Total		100.0			100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Lifecycle Index 2030 Fund

Performance as of May 31, 2014

		Total return			Average annual total return
Lifecycle Index 2030 Fund	Inception date		1 year		since inception

Institutional Class	9/30/2009		15.24	%		11.89	%
Premier Class	9/30/2009		14.98			11.71
Retirement Class	9/30/2009		14.87			11.59


Lifecycle Index 2030 Fund
Composite Index*	—		15.16			12.04	^†


Broad market index
Russell 3000^®Index	—		20.57			16.38	^†

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

*	As of the close of business on May 31, 2014, the Lifecycle Index 2030 Fund Composite Index consisted of: 53.0% Russell 3000 Index; 24.3% Barclays U.S. Aggregate Bond Index; and 22.7% 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	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2030 Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

Asset allocation

	% of net assets as of 5/31/14			Target allocation for 6/30/14

Equity
U.S. equity		53.0	%		52.9	%
International equity		22.6			22.7
Fixed income		24.0			24.4

Other assets & liabilities, net		0.4			—

Total		100.0			100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Lifecycle Index 2035 Fund

Performance as of May 31, 2014

		Total return		Average annual total return


Lifecycle Index 2035 Fund	Inception date	1 year		since inception


Institutional Class	9/30/2009	16.51	%	12.59	%
Premier Class	9/30/2009	16.34		12.41
Retirement Class	9/30/2009	16.23		12.30


Lifecycle Index 2035 Fund
Composite Index*	—	16.50		12.75	^†


Broad market index
Russell 3000^®Index	—	20.57		16.38	^†

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

*	As of the close of business on May 31, 2014, the Lifecycle Index 2035 Fund Composite Index consisted of: 58.6% Russell 3000 Index; 25.1% MSCI EAFE+EM Index; and 16.3% 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	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2035 Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

Asset allocation


	% of net assets as of 5/31/14			Target allocation for 6/30/14


Equity
U.S. equity		58.6	%		58.5	%
International equity		25.1			25.1
Fixed income		16.1			16.4


Other assets & liabilities, net		0.2			—


Total		100.0			100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Lifecycle Index 2040 Fund

Performance as of May 31, 2014

		Total return		Average annual total return


Lifecycle Index 2040 Fund	Inception date	1 year		since inception


Institutional Class	9/30/2009	17.45	%	12.94	%
Premier Class	9/30/2009	17.28		12.77
Retirement Class	9/30/2009	17.09		12.66


Lifecycle Index 2040 Fund
Composite Index*	—	17.38		13.11	^†


Broad market index
Russell 3000^® Index	—	20.57		16.38	^†

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

*	As of the close of business on May 31, 2014, the Lifecycle Index 2040 Fund Composite Index consisted of: 63.0% Russell 3000 Index; 27.0% 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	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2040 Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

Asset allocation


	% of net assets as of 5/31/14		Target allocation for 6/30/14


Equity
U.S. equity	62.9	%	63.0	%
International equity	26.9		27.0
Fixed income	10.0		10.0


Other assets & liabilities, net	0.2		—


Total	100.0		100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Lifecycle Index 2045 Fund

Performance as of May 31, 2014

		Total return		Average annual total return
Lifecycle Index 2045 Fund	Inception date	1 year		since inception

Institutional Class	9/30/2009	17.37	%	12.93	%
Premier Class	9/30/2009	17.21		12.76
Retirement Class	9/30/2009	17.10		12.65


Lifecycle Index 2045 Fund
Composite Index*	—	17.38		13.11	^†


Broad market index
Russell 3000^®Index	—	20.57		16.38	^†

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

*	As of the close of business on May 31, 2014, the Lifecycle Index 2045 Fund Composite Index consisted of: 63.0% Russell 3000 Index; 27.0% 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	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2045 Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

Asset allocation

	% of net assets as of 5/31/14			Target allocation for 6/30/14

Equity
U.S. equity		62.8	%		63.0	%
International equity		26.8			27.0
Fixed income		10.0			10.0

Other assets & liabilities, net		0.4			—

Total		100.0			100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Lifecycle Index 2050 Fund

Performance as of May 31, 2014

		Total return		Average annual total return


Lifecycle Index 2050 Fund	Inception date	1 year		since inception


Institutional Class	9/30/2009	17.38	%	12.94	%
Premier Class	9/30/2009	17.23		12.77
Retirement Class	9/30/2009	17.12		12.66


Lifecycle Index 2050 Fund
Composite Index*	—	17.38		13.11	^†


Broad market index
Russell 3000^®Index	—	20.57		16.38	^†

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

*	As of the close of business on May 31, 2014, the Lifecycle Index 2050 Fund Composite Index consisted of: 63.0% Russell 3000 Index; 27.0% 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	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2050 Fund

$10,000 invested at fund’s inception

Retirement Class (inception September 30, 2009)

Asset allocation


	% of net assets as of 5/31/14		Target allocation for 6/30/14


Equity
U.S. equity	62.8	%	63.0	%
International equity	26.8		27.0
Fixed income	10.0		10.0


Other assets & liabilities, net	0.4		—


Total	100.0		100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Lifecycle Index 2055 Fund

Performance as of May 31, 2014

		Total return		Average annual total return


Lifecycle Index 2055 Fund	Inception date	1 year		since inception


Institutional Class	4/29/2011	17.42	%	10.60	%
Premier Class	4/29/2011	17.21		10.43
Retirement Class	4/29/2011	17.12		10.30


Lifecycle Index 2055 Fund
Composite Index*	—	17.38		10.72	^†


Broad market index
Russell 3000^®Index	—	20.57		13.93	^†

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

*	As of the close of business on May 31, 2014, the Lifecycle Index 2055 Fund Composite Index consisted of: 63.0% Russell 3000 Index; 27.0% 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	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

Lifecycle Index 2055 Fund

$10,000 invested at fund’s inception

Retirement Class (inception April 29, 2011)

Asset allocation


	% of net assets as of 5/31/14		Target allocation for 6/30/14


Equity
U.S. equity	62.9	%	63.0	%
International equity	26.9		27.0
Fixed income	10.0		10.0


Other assets & liabilities, net	0.2		—


Total	100.0		100.0

Target allocation

For June 30, 2014

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Portfolio of investments

Lifecycle Index Retirement Income Fund ■ May 31, 2014

Shares	Security			Value		% of net assets

TIAA-CREF FUNDS — 101.8% (a)

FIXED INCOME — 50.7%
1,596,158	TIAA-CREF Bond Index Fund		$	17,318,318		50.7	%
	TOTAL FIXED INCOME			17,318,318		50.7
INFLATION-PROTECTED ASSETS — 10.2%
295,677	TIAA-CREF Inflation-Linked Bond Fund			3,486,035		10.2
	TOTAL INFLATION-PROTECTED ASSETS			3,486,035		10.2
INTERNATIONAL EQUITY — 12.3%
88,195	TIAA-CREF Emerging Markets Equity Index Fund			941,921		2.8
162,119	TIAA-CREF International Equity Index Fund			3,237,507		9.5
	TOTAL INTERNATIONAL EQUITY			4,179,428		12.3
U.S. EQUITY — 28.6%
663,695	TIAA-CREF Equity Index Fund			9,776,225		28.6
	TOTAL U.S. EQUITY			9,776,225		28.6
	TOTAL TIAA-CREF FUNDS	(Cost $30,262,043)		34,760,006		101.8

	TOTAL PORTFOLIO	(Cost $30,262,043)		34,760,006		101.8
	OTHER ASSETS & LIABILITIES, NET			(607,378	)	(1.8	)
	NET ASSETS		$	34,152,628		100.0	%

Lifecycle Index 2010 Fund ■ May 31, 2014

Shares	Security			Value	% of net assets

TIAA-CREF FUNDS — 99.7% (a)

FIXED INCOME — 46.1%
6,745,372	TIAA-CREF Bond Index Fund		$	73,187,291	46.1	%
	TOTAL FIXED INCOME			73,187,291	46.1
INFLATION-PROTECTED ASSETS — 7.5%
1,013,743	TIAA-CREF Inflation-Linked Bond Fund			11,952,031	7.5
	TOTAL INFLATION-PROTECTED ASSETS			11,952,031	7.5
INTERNATIONAL EQUITY — 13.8%
463,270	TIAA-CREF Emerging Markets Equity Index Fund			4,947,728	3.1
851,589	TIAA-CREF International Equity Index Fund			17,006,236	10.7
	TOTAL INTERNATIONAL EQUITY			21,953,964	13.8
U.S. EQUITY — 32.3%
3,486,297	TIAA-CREF Equity Index Fund			51,353,161	32.3
	TOTAL U.S. EQUITY			51,353,161	32.3
	TOTAL TIAA-CREF FUNDS	(Cost $134,147,587)		158,446,447	99.7

	TOTAL PORTFOLIO	(Cost $134,147,587)		158,446,447	99.7
	OTHER ASSETS & LIABILITIES, NET			454,543	0.3
	NET ASSETS		$	158,900,990	100.0	%

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

2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

See notes to financial statements

Portfolio of investments

Lifecycle Index 2015 Fund ■ May 31, 2014

Shares	Security			Value	% of net assets

TIAA-CREF FUNDS — 99.8% (a)

FIXED INCOME — 42.4%
11,101,051	TIAA-CREF Bond Index Fund		$	120,446,402	42.4	%
	TOTAL FIXED INCOME			120,446,402	42.4
INFLATION-PROTECTED ASSETS — 5.5%
1,333,731	TIAA-CREF Inflation-Linked Bond Fund			15,724,686	5.5
	TOTAL INFLATION-PROTECTED ASSETS			15,724,686	5.5
INTERNATIONAL EQUITY — 15.5%
930,870	TIAA-CREF Emerging Markets Equity Index Fund			9,941,695	3.5
1,714,251	TIAA-CREF International Equity Index Fund			34,233,588	12.0
	TOTAL INTERNATIONAL EQUITY			44,175,283	15.5
U.S. EQUITY — 36.4%
7,015,428	TIAA-CREF Equity Index Fund			103,337,257	36.4
	TOTAL U.S. EQUITY			103,337,257	36.4
	TOTAL TIAA-CREF FUNDS	(Cost $237,674,928)		283,683,628	99.8

	TOTAL PORTFOLIO	(Cost $237,674,928)		283,683,628	99.8
	OTHER ASSETS & LIABILITIES, NET			666,013	0.2
	NET ASSETS		$	284,349,641	100.0	%

Lifecycle Index 2020 Fund ■ May 31, 2014

Shares	Security			Value	% of net assets

TIAA-CREF FUNDS — 99.8% (a)

FIXED INCOME — 36.4%
13,898,839	TIAA-CREF Bond Index Fund		$	150,802,408	36.4	%
	TOTAL FIXED INCOME			150,802,408	36.4
INFLATION-PROTECTED ASSETS — 3.6%
1,239,535	TIAA-CREF Inflation-Linked Bond Fund			14,614,119	3.6
	TOTAL INFLATION-PROTECTED ASSETS			14,614,119	3.6
INTERNATIONAL EQUITY — 17.9%
1,563,699	TIAA-CREF Emerging Markets Equity Index Fund			16,700,305	4.0
2,879,853	TIAA-CREF International Equity Index Fund			57,510,673	13.9
	TOTAL INTERNATIONAL EQUITY			74,210,978	17.9
U.S. EQUITY — 41.9%
11,785,407	TIAA-CREF Equity Index Fund			173,599,042	41.9
	TOTAL U.S. EQUITY			173,599,042	41.9
	TOTAL TIAA-CREF FUNDS	(Cost $343,857,700)		413,226,547	99.8

	TOTAL PORTFOLIO	(Cost $343,857,700)		413,226,547	99.8
	OTHER ASSETS & LIABILITIES, NET			829,609	0.2
	NET ASSETS		$	414,056,156	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 ■ 2014 Annual Report

Portfolio of investments

Lifecycle Index 2025 Fund ■ May 31, 2014

Shares	Security			Value	% of net assets

TIAA-CREF FUNDS — 99.7% (a)

FIXED INCOME — 30.4%
11,738,510	TIAA-CREF Bond Index Fund		$	127,362,829	30.4	%
	TOTAL FIXED INCOME			127,362,829	30.4
INFLATION-PROTECTED ASSETS — 1.5%
542,538	TIAA-CREF Inflation-Linked Bond Fund			6,396,525	1.5
	TOTAL INFLATION-PROTECTED ASSETS			6,396,525	1.5
INTERNATIONAL EQUITY — 20.3%
1,790,287	TIAA-CREF Emerging Markets Equity Index Fund			19,120,269	4.6
3,295,032	TIAA-CREF International Equity Index Fund			65,801,795	15.7
	TOTAL INTERNATIONAL EQUITY			84,922,064	20.3
U.S. EQUITY — 47.5%
13,483,516	TIAA-CREF Equity Index Fund			198,612,185	47.5
	TOTAL U.S. EQUITY			198,612,185	47.5
	TOTAL TIAA-CREF FUNDS	(Cost $341,935,862)		417,293,603	99.7

	TOTAL PORTFOLIO	(Cost $341,935,862)		417,293,603	99.7
	OTHER ASSETS & LIABILITIES, NET			1,091,032	0.3
	NET ASSETS		$	418,384,635	100.0	%

Lifecycle Index 2030 Fund ■ May 31, 2014

Shares	Security			Value	% of net assets

TIAA-CREF FUNDS — 99.6% (a)

FIXED INCOME — 24.0%
9,570,481	TIAA-CREF Bond Index Fund		$	103,839,723	24.0	%
	TOTAL FIXED INCOME			103,839,723	24.0
INTERNATIONAL EQUITY — 22.6%
2,063,746	TIAA-CREF Emerging Markets Equity Index Fund			22,040,806	5.1
3,802,551	TIAA-CREF International Equity Index Fund			75,936,947	17.5
	TOTAL INTERNATIONAL EQUITY			97,977,753	22.6
U.S. EQUITY — 53.0%
15,560,313	TIAA-CREF Equity Index Fund			229,203,411	53.0
	TOTAL U.S. EQUITY			229,203,411	53.0
	TOTAL TIAA-CREF FUNDS	(Cost $344,447,627)		431,020,887	99.6

	TOTAL PORTFOLIO	(Cost $344,447,627)		431,020,887	99.6
	OTHER ASSETS & LIABILITIES, NET			1,532,615	0.4
	NET ASSETS		$	432,553,502	100.0	%

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

2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

See notes to financial statements

Portfolio of investments

Lifecycle Index 2035 Fund ■ May 31, 2014

Shares	Security			Value	% of net assets

TIAA-CREF FUNDS — 99.8% (a)

FIXED INCOME — 16.1%
6,256,045	TIAA-CREF Bond Index Fund		$	67,878,093	16.1	%
	TOTAL FIXED INCOME			67,878,093	16.1
INTERNATIONAL EQUITY — 25.1%
2,226,405	TIAA-CREF Emerging Markets Equity Index Fund			23,778,004	5.7
4,097,809	TIAA-CREF International Equity Index Fund			81,833,250	19.4
	TOTAL INTERNATIONAL EQUITY			105,611,254	25.1
U.S. EQUITY — 58.6%
16,779,728	TIAA-CREF Equity Index Fund			247,165,387	58.6
	TOTAL U.S. EQUITY			247,165,387	58.6
	TOTAL TIAA-CREF FUNDS	(Cost $329,509,452)		420,654,734	99.8

	TOTAL PORTFOLIO	(Cost $329,509,452)		420,654,734	99.8
	OTHER ASSETS & LIABILITIES, NET			1,025,122	0.2
	NET ASSETS		$	421,679,856	100.0	%

Lifecycle Index 2040 Fund ■ May 31, 2014

Shares	Security			Value	% of net assets

TIAA-CREF FUNDS — 99.8% (a)

FIXED INCOME — 10.0%
4,602,722	TIAA-CREF Bond Index Fund		$	49,939,539	10.0	%
	TOTAL FIXED INCOME			49,939,539	10.0
INTERNATIONAL EQUITY — 26.9%
2,835,950	TIAA-CREF Emerging Markets Equity Index Fund			30,287,947	6.1
5,219,680	TIAA-CREF International Equity Index Fund			104,237,016	20.8
	TOTAL INTERNATIONAL EQUITY			134,524,963	26.9
U.S. EQUITY — 62.9%
21,373,551	TIAA-CREF Equity Index Fund			314,832,411	62.9
	TOTAL U.S. EQUITY			314,832,411	62.9
	TOTAL TIAA-CREF FUNDS	(Cost $380,639,168)		499,296,913	99.8

	TOTAL PORTFOLIO	(Cost $380,639,168)		499,296,913	99.8
	OTHER ASSETS & LIABILITIES, NET			1,235,577	0.2
	NET ASSETS		$	500,532,490	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 ■ 2014 Annual Report

Portfolio of investments

Lifecycle Index 2045 Fund ■ May 31, 2014

Shares	Security			Value	% of net assets

TIAA-CREF FUNDS — 99.6% (a)

FIXED INCOME — 10.0%
2,006,663	TIAA-CREF Bond Index Fund		$	21,772,293	10.0	%
	TOTAL FIXED INCOME			21,772,293	10.0

INTERNATIONAL EQUITY — 26.8%
1,236,415	TIAA-CREF Emerging Markets Equity Index Fund			13,204,916	6.0
2,275,639	TIAA-CREF International Equity Index Fund			45,444,517	20.8
	TOTAL INTERNATIONAL EQUITY			58,649,433	26.8

U.S. EQUITY — 62.8%
9,318,287	TIAA-CREF Equity Index Fund			137,258,372	62.8
	TOTAL U.S. EQUITY			137,258,372	62.8
	TOTAL TIAA-CREF FUNDS	(Cost $173,622,283)		217,680,098	99.6

	TOTAL PORTFOLIO	(Cost $173,622,283)		217,680,098	99.6
	OTHER ASSETS & LIABILITIES, NET			912,285	0.4
	NET ASSETS		$	218,592,383	100.0	%

Lifecycle Index 2050 Fund ■ May 31, 2014

Shares	Security			Value	% of net assets

TIAA-CREF FUNDS — 99.6% (a)

FIXED INCOME — 10.0%
1,271,362	TIAA-CREF Bond Index Fund		$	13,794,278	10.0	%
	TOTAL FIXED INCOME			13,794,278	10.0
INTERNATIONAL EQUITY — 26.8%
783,345	TIAA-CREF Emerging Markets Equity Index Fund			8,366,123	6.0
1,441,778	TIAA-CREF International Equity Index Fund			28,792,300	20.8
	TOTAL INTERNATIONAL EQUITY			37,158,423	26.8
U.S. EQUITY — 62.8%
5,903,796	TIAA-CREF Equity Index Fund			86,962,911	62.8
	TOTAL U.S. EQUITY			86,962,911	62.8
	TOTAL TIAA-CREF FUNDS	(Cost $109,323,225)		137,915,612	99.6

	TOTAL PORTFOLIO	(Cost $109,323,225)		137,915,612	99.6
	OTHER ASSETS & LIABILITIES, NET			603,499	0.4
	NET ASSETS		$	138,519,111	100.0	%

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

2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

See notes to financial statements

Portfolio of investments

Lifecycle Index 2055 Fund ■ May 31, 2014

Shares	Security			Value	% of net assets

TIAA-CREF FUNDS — 99.8% (a)

FIXED INCOME — 10.0%
270,039	TIAA-CREF Bond Index Fund		$	2,929,927	10.0	%
	TOTAL FIXED INCOME			2,929,927	10.0
INTERNATIONAL EQUITY — 26.9%
166,384	TIAA-CREF Emerging Markets Equity Index Fund			1,776,982	6.1
306,236	TIAA-CREF International Equity Index Fund			6,115,529	20.8
	TOTAL INTERNATIONAL EQUITY			7,892,511	26.9
U.S. EQUITY — 62.9%
1,253,976	TIAA-CREF Equity Index Fund			18,471,072	62.9
	TOTAL U.S. EQUITY			18,471,072	62.9
	TOTAL TIAA-CREF FUNDS	(Cost $24,459,874)		29,293,510	99.8

	TOTAL PORTFOLIO	(Cost $24,459,874)		29,293,510	99.8
	OTHER ASSETS & LIABILITIES, NET			67,036	0.2
	NET ASSETS		$	29,360,546	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 ■ 2014 Annual Report

Statements of assets and liabilities

TIAA-CREF Lifecycle Index Funds ■ May 31, 2014

	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

ASSETS
Affiliated investments, at value^‡	$	34,760,006		$	158,446,447		$	283,683,628		$	413,226,547		$	417,293,603		$	431,020,887
Cash		59,282			378,267			524,501			757,045			925,568			934,485
Receivable from Fund shares sold		5,088			416,654			600,955			847,841			908,804			1,392,161
Dividends receivable		30,889			131,051			215,937			268,239			227,095			185,550
Due from affiliates		1,336			2,238			2,872			3,696			3,270			2,870
Other		622			2,997			4,900			6,339			6,051			6,423
Total assets		34,857,223			159,377,654			285,032,793			415,109,707			419,364,391			433,542,376

LIABILITIES
Management fees payable		381			1,732			3,101			4,515			4,561			4,714
Service agreement fees payable		46			714			1,069			1,352			1,343			1,078
Distribution fees payable		1,199			2,929			6,755			13,008			12,312			13,636
Due to affiliates		486			2,019			3,790			5,400			5,423			5,581
Payable for securities transactions		53,250			425,500			642,250			993,750			919,500			926,750
Payable for Fund shares redeemed		642,001			26,384			—			—			446			139
Accrued expenses and other payables		7,232			17,386			26,187			35,526			36,171			36,976
Total liabilities		704,595			476,664			683,152			1,053,551			979,756			988,874

NET ASSETS	$	34,152,628		$	158,900,990		$	284,349,641		$	414,056,156		$	418,384,635		$	432,553,502

NET ASSETS CONSIST OF:
Paid-in-capital	$	29,793,844		$	135,091,749		$	238,879,830		$	344,814,048		$	343,047,038		$	346,142,026
Undistributed net investment income (loss)		55,895			565,893			911,509			1,081,662			860,938			635,147
Accumulated net realized gain (loss) on total investments		(195,074	)		(1,055,512	)		(1,450,398	)		(1,208,401	)		(881,082	)		(796,931	)
Net unrealized appreciation (depreciation) on total investments		4,497,963			24,298,860			46,008,700			69,368,847			75,357,741			86,573,260

NET ASSETS	$	34,152,628		$	158,900,990		$	284,349,641		$	414,056,156		$	418,384,635		$	432,553,502

INSTITUTIONAL CLASS:
Net assets	$	22,906,943		$	109,776,329		$	191,164,473		$	260,170,527		$	270,257,555		$	283,951,090
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		1,753,920			8,002,942			13,516,262			17,792,748			17,915,008			18,253,974
Net asset value per share		$13.06			$13.72			$14.14			$14.62			$15.09			$15.56

PREMIER CLASS:
Net assets	$	9,550,126		$	22,819,981		$	53,951,584		$	104,180,170		$	98,691,149		$	109,284,795
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		731,661			1,667,838			3,827,422			7,151,215			6,562,465			7,050,646
Net asset value per share		$13.05			$13.68			$14.10			$14.57			$15.04			$15.50

RETIREMENT CLASS:
Net assets	$	1,695,559		$	26,304,680		$	39,233,584		$	49,705,459		$	49,435,931		$	39,317,617
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		129,910			1,930,313			2,790,118			3,418,853			3,296,179			2,542,456
Net asset value per share		$13.05			$13.63			$14.06			$14.54			$15.00			$15.46
‡ Affiliated investments, cost	$	30,262,043		$	134,147,587		$	237,674,928		$	343,857,700		$	341,935,862		$	344,447,627

2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

See notes to financial statements

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Statements of assets and liabilities

concluded

TIAA-CREF Lifecycle Index Funds ■ May 31, 2014

	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^‡	$	420,654,734		$	499,296,913		$	217,680,098		$	137,915,612		$	29,293,510
Cash		1,068,382			1,202,231			529,547			257,142			36,783
Receivable from Fund shares sold		1,146,047			1,586,003			1,171,687			729,087			93,832
Dividends receivable		120,640			88,834			38,635			24,495			5,206
Due from affiliates		2,839			3,177			1,959			1,634			1,124
Other		6,142			7,800			2,675			1,766			372
Total assets		422,998,784			502,184,958			219,424,601			138,929,736			29,430,827

LIABILITIES
Management fees payable		4,592			5,450			2,374			1,506			320
Service agreement fees payable		923			917			544			321			66
Distribution fees payable		11,300			10,920			7,908			5,038			555
Due to affiliates		5,519			6,611			2,705			1,708			378
Payable for securities transactions		1,260,250			1,586,000			797,500			367,250			61,750
Payable for Fund shares redeemed		—			897			311			19,986			—
Accrued expenses and other payables		36,344			41,673			20,876			14,816			7,212
Total liabilities		1,318,928			1,652,468			832,218			410,625			70,281

NET ASSETS	$	421,679,856		$	500,532,490		$	218,592,383		$	138,519,111		$	29,360,546

NET ASSETS CONSIST OF:
Paid-in-capital	$	330,688,653		$	382,258,736		$	174,532,304		$	109,932,032		$	24,540,762
Undistributed net investment income (loss)		349,044			185,013			59,869			38,354			10,385
Accumulated net realized gain (loss) on total investments		(503,123	)		(569,004	)		(57,605	)		(43,662	)		(24,237	)
Net unrealized appreciation (depreciation) on total investments		91,145,282			118,657,745			44,057,815			28,592,387			4,833,636

NET ASSETS	$	421,679,856		$	500,532,490		$	218,592,383		$	138,519,111		$	29,360,546

INSTITUTIONAL CLASS:
Net assets	$	296,718,607		$	379,218,008		$	135,010,620		$	86,068,492		$	22,433,474
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		18,535,897			23,339,370			8,349,138			5,325,762			1,745,095
Net asset value per share		$16.01			$16.25			$16.17			$16.16			$12.86

PREMIER CLASS:
Net assets	$	90,942,501		$	87,589,229		$	63,580,077		$	40,647,972		$	4,509,878
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		5,702,789			5,411,712			3,945,641			2,524,793			351,272
Net asset value per share		$15.95			$16.19			$16.11			$16.10			$12.84

RETIREMENT CLASS:
Net assets	$	34,018,748		$	33,725,253		$	20,001,686		$	11,802,647		$	2,417,194
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		2,138,586			2,087,869			1,244,396			734,961			188,349
Net asset value per share		$15.91			$16.15			$16.07			$16.06			$12.83
‡ Affiliated investments, cost	$	329,509,452		$	380,639,168		$	173,622,283		$	109,323,225		$	24,459,874

2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

See notes to financial statements

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Statements of operations

TIAA-CREF Lifecycle Index Funds ■ For the year ended May 31, 2014

	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

INVESTMENT INCOME
Dividends from affiliated investments	$	579,102		$	2,592,600		$	4,795,834		$	6,812,194		$	6,830,300		$	7,060,605
Total income		579,102			2,592,600			4,795,834			6,812,194			6,830,300			7,060,605

EXPENSES
Management fees		29,873			134,553			244,840			344,993			345,266			356,052
Shareholder servicing — Institutional Class		189			242			301			378			358			406
Shareholder servicing — Premier Class		212			171			199			241			233			241
Shareholder servicing — Retirement Class		3,314			39,284			65,989			79,137			74,941			61,394
Distribution fees — Premier Class		13,568			36,134			78,111			143,157			133,545			145,033
Distribution fees — Retirement Class		603			7,819			13,148			15,772			14,937			12,224
Registration fees		32,626			33,628			34,131			34,134			34,134			34,135
Professional fees		23,012			23,686			24,443			25,140			25,042			25,162
Custody and accounting fees		12,779			12,730			12,679			12,685			12,685			12,678
Shareholder reports		10,972			21,053			32,384			43,008			43,432			44,622
Administrative service fees		2,379			10,092			18,453			25,996			25,878			26,651
Trustee fees and expenses		216			1,180			2,088			2,952			2,983			3,078
Other expenses		18,444			21,973			25,668			30,955			31,659			30,892
Total expenses		148,187			342,545			552,434			758,548			745,093			752,568
Less: Expenses reimbursed by the investment adviser		(100,754	)		(124,373	)		(149,860	)		(175,317	)		(176,106	)		(177,837	)
Fee waiver by investment adviser and TPIS		(18,527	)		(75,096	)		(111,084	)		(153,769	)		(118,517	)		(83,435	)
Net expenses		28,906			143,076			291,490			429,462			450,470			491,296

Net investment income (loss)		550,196			2,449,524			4,504,344			6,382,732			6,379,830			6,569,309

NET REALIZED AND UNREALIZED GAIN (LOSS) ON TOTAL INVESTMENTS
Realized gain (loss) from sale of affiliated investments		(7,799	)		540,016			735,673			958,790			766,536			1,012,298
Realized gain distributions from affiliated investments		37,008			177,136			355,455			551,087			596,062			662,910
Realized gain (loss) from sale of unaffiliated investments		(7,305	)		2,321			—			—			—			—
Net realized gain (loss) from investments		21,904			719,473			1,091,128			1,509,877			1,362,598			1,675,208
Net change in unrealized appreciation (depreciation) from affiliated investments		2,043,549			9,852,506			20,387,867			33,053,555			37,335,491			42,173,442
Net realized and unrealized gain (loss) from investments		2,065,453			10,571,979			21,478,995			34,563,432			38,698,089			43,848,650
Net increase (decrease) in net assets from operations	$	2,615,649		$	13,021,503		$	25,983,339		$	40,946,164		$	45,077,919		$	50,417,959

2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

See notes to financial statements

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Statements of operations	concluded

TIAA-CREF Lifecycle Index Funds ■ For the year ended May 31, 2014

	Lifecycle Index			Lifecycle Index			Lifecycle Index			Lifecycle Index			Lifecycle Index
	2035 Fund			2040 Fund			2045 Fund			2050 Fund			2055 Fund

INVESTMENT INCOME
Dividends from affiliated investments	$	6,973,319		$	8,380,466		$	3,464,701		$	2,206,617		$	444,676
Total income		6,973,319			8,380,466			3,464,701			2,206,617			444,676

EXPENSES
Management fees		349,066			417,957			173,346			111,507			22,157
Shareholder servicing — Institutional Class		378			475			240			275			192
Shareholder servicing — Premier Class		224			220			197			202			205
Shareholder servicing — Retirement Class		54,826			56,393			32,053			19,661			4,763
Distribution fees — Premier Class		118,756			115,073			79,921			49,188			4,778
Distribution fees — Retirement Class		10,916			11,224			6,363			3,875			907
Registration fees		34,134			35,136			33,629			33,128			31,905
Professional fees		25,087			25,515			23,980			23,567			22,925
Custody and accounting fees		12,713			12,692			12,753			12,845			12,635
Shareholder reports		44,741			51,980			27,809			22,451			9,705
Administrative service fees		26,253			31,557			12,917			8,375			1,742
Trustee fees and expenses		3,045			3,701			1,484			999			177
Other expenses		31,476			31,887			25,203			21,713			18,264
Total expenses		711,615			793,810			429,895			307,786			130,355
Less: Expenses reimbursed by the investment adviser		(177,991	)		(193,222	)		(138,216	)		(123,674	)		(97,912	)
Fee waiver by investment adviser and TPIS		(80,729	)		(94,816	)		(41,033	)		(26,177	)		(5,338	)
Net expenses		452,895			505,772			250,646			157,935			27,105

Net Investment income (loss)		6,520,424			7,874,694			3,214,055			2,048,682			417,571

NET REALIZED AND UNREALIZED GAIN (LOSS) ON TOTAL INVESTMENTS
Realized gain (loss) from sale of affiliated investments		874,037			1,259,962			175,531			123,064			12,981
Realized gain distributions from affiliated investments		706,588			890,976			368,175			234,265			47,270
Realized gain (loss) from sale of unaffiliated investments		—			—			15,867			29,412			10,714
Net realized gain (loss) from investments		1,580,625			2,150,938			559,573			386,741			70,965
Net change in unrealized appreciation (depreciation) from affiliated investments		45,284,338			57,069,543			24,113,913			15,591,645			3,083,966
Net realized and unrealized gain (loss) from investments		46,864,963			59,220,481			24,673,486			15,978,386			3,154,931
Net increase (decrease) in net assets from operations	$	53,385,387		$	67,095,175		$	27,887,541		$	18,027,068		$	3,572,502

2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

See notes to financial statements

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Statements of changes in net assets

TIAA-CREF Lifecycle Index Funds ■ For the year ended

		Lifecycle Index Retirement Income Fund						Lifecycle Index 2010 Fund						Lifecycle Index 2015 Fund
		May 31, 2014			May 31, 2013			May 31, 2014			May 31, 2013			May 31, 2014			May 31, 2013

OPERATIONS
Net investment income (loss)		$	550,196		$	367,349		$	2,449,524		$	1,831,869		$	4,504,344		$	3,113,702
Net realized gain (loss) from investments			21,904			42,276			719,473			275,862			1,091,128			380,928
Net change in unrealized appreciation (depreciation) from affiliated investments			2,043,549			1,449,591			9,852,506			9,381,736			20,387,867			18,349,185
Net increase (decrease) in net assets from operations			2,615,649			1,859,216			13,021,503			11,489,467			25,983,339			21,843,815

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income:	Institutional Class		(361,875	)		(247,192	)		(1,721,001	)		(1,304,814	)		(3,048,575	)		(2,125,822	)
	Premier Class		(155,653	)		(103,014	)		(331,844	)		(392,300	)		(773,216	)		(703,436	)
	Retirement Class		(18,891	)		(12,171	)		(205,425	)		(130,454	)		(366,278	)		(220,026	)
From realized gains:	Institutional Class		(105,311	)		(1,172	)		(858,871	)		(56,247	)		(1,307,482	)		(57,860	)
	Premier Class		(48,997	)		(630	)		(184,751	)		(17,908	)		(364,512	)		(20,010	)
	Retirement Class		(6,047	)		(68	)		(115,731	)		(6,139	)		(177,500	)		(6,674	)
Total distributions			(696,774	)		(364,247	)		(3,417,623	)		(1,907,862	)		(6,037,563	)		(3,133,828	)

SHAREHOLDER TRANSACTIONS
Subscriptions:	Institutional Class		8,927,123			6,076,651			30,332,071			21,385,338			49,237,790			37,259,938
	Premier Class		1,719,790			6,470,490			4,762,753			14,227,683			10,290,022			40,665,802
	Retirement Class		672,499			498,990			16,326,388			6,758,457			20,691,879			9,804,515
Reinvestments of distributions:	Institutional Class		467,186			248,364			2,579,872			1,361,061			4,356,057			2,183,682
	Premier Class		204,650			103,644			516,595			410,208			1,137,728			723,446
	Retirement Class		24,938			12,239			321,156			136,593			543,778			226,700
Redemptions:	Institutional Class		(4,512,279	)		(2,096,888	)		(14,375,897	)		(9,258,880	)		(21,138,860	)		(10,287,386	)
	Premier Class		(1,379,478	)		(1,085,355	)		(10,096,937	)		(3,239,605	)		(15,467,876	)		(6,531,225	)
	Retirement Class		(70,976	)		(204,137	)		(2,262,754	)		(914,916	)		(3,457,820	)		(1,810,004	)
Net increase (decrease) from shareholder transactions			6,053,453			10,023,998			28,103,247			30,865,939			46,192,698			72,235,468
Net increase (decrease) in net assets			7,972,328			11,518,967			37,707,127			40,447,544			66,138,474			90,945,455

NET ASSETS
Beginning of period			26,180,300			14,661,333			121,193,863			80,746,319			218,211,167			127,265,712
End of period		$	34,152,628		$	26,180,300		$	158,900,990		$	121,193,863		$	284,349,641		$	218,211,167
Undistributed net investment income (loss) included in net assets		$	55,895		$	31,788		$	565,893		$	324,984		$	911,509		$	495,478

CHANGE IN FUND SHARES
Shares sold:	Institutional Class		710,428			504,187			2,295,886			1,727,728			3,643,472			2,989,007
	Premier Class		138,589			542,350			364,264			1,158,576			765,090			3,255,833
	Retirement Class		53,172			41,383			1,242,247			549,601			1,532,696			787,330
Shares reinvested:	Institutional Class		37,486			20,984			197,238			111,562			323,390			176,960
	Premier Class		16,427			8,731			39,586			33,679			84,715			58,769
	Retirement Class		1,999			1,034			24,704			11,252			40,581			18,446
Shares redeemed:	Institutional Class		(356,785	)		(173,270	)		(1,093,283	)		(753,362	)		(1,567,952	)		(835,855	)
	Premier Class		(110,170	)		(90,770	)		(765,331	)		(260,421	)		(1,146,007	)		(521,216	)
	Retirement Class		(5,574	)		(16,987	)		(174,548	)		(73,232	)		(261,162	)		(149,819	)
Net increase (decrease) from shareholder transactions			485,572			837,642			2,130,763			2,505,383			3,414,823			5,779,455

2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

See notes to financial statements

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Statements of changes in net assets	continued

TIAA-CREF Lifecycle Index Funds ■ For the year ended

		Lifecycle Index 2020 Fund						Lifecycle Index 2025 Fund						Lifecycle Index 2030 Fund
		May 31, 2014			May 31, 2013			May 31, 2014			May 31, 2013			May 31, 2014			May 31, 2013

OPERATIONS
Net investment income (loss)		$	6,382,732		$	4,126,509		$	6,379,830		$	4,023,694		$	6,569,309		$	4,202,192
Net realized gain (loss) from investments			1,509,877			526,273			1,362,598			460,225			1,675,208			565,143
Net change in unrealized appreciation (depreciation) from affiliated investments			33,053,555			28,229,230			37,335,491			30,970,915			42,173,442			36,947,850
Net increase (decrease) in net assets from operations			40,946,164			32,882,012			45,077,919			35,454,834			50,417,959			41,715,185

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income:	Institutional Class		(4,020,935	)		(2,544,959	)		(4,256,470	)		(2,624,457	)		(4,443,637	)		(2,781,528	)
	Premier Class		(1,509,911	)		(1,209,358	)		(1,424,084	)		(1,113,057	)		(1,599,383	)		(1,170,721	)
	Retirement Class		(470,311	)		(249,447	)		(409,377	)		(197,740	)		(348,974	)		(201,951	)
From realized gains:	Institutional Class		(1,344,769	)		(19,347	)		(1,230,986	)		(9,530	)		(1,492,359	)		(2,605	)
	Premier Class		(549,988	)		(9,604	)		(452,262	)		(4,191	)		(581,173	)		(1,141	)
	Retirement Class		(176,416	)		(2,082	)		(134,113	)		(781	)		(131,599	)		(209	)
Total distributions			(8,072,330	)		(4,034,797	)		(7,907,292	)		(3,949,756	)		(8,597,125	)		(4,158,155	)

SHAREHOLDER TRANSACTIONS
Subscriptions:	Institutional Class		64,297,407			49,751,723			64,872,966			51,219,559			66,895,555			47,972,353
	Premier Class		18,834,832			58,015,057			20,164,290			59,193,425			22,046,650			55,697,292
	Retirement Class		25,700,053			13,043,267			35,610,972			12,030,955			25,465,119			9,527,854
Reinvestments of distributions:	Institutional Class		5,365,704			2,564,306			5,487,456			2,633,987			5,935,996			2,784,133
	Premier Class		2,059,899			1,218,962			1,876,346			1,117,248			2,180,556			1,171,862
	Retirement Class		646,727			251,529			543,490			198,521			480,573			202,160
Redemptions:	Institutional Class		(13,163,866	)		(10,915,254	)		(11,347,961	)		(9,937,537	)		(10,566,390	)		(8,061,058	)
	Premier Class		(15,115,884	)		(4,259,595	)		(14,448,566	)		(4,101,768	)		(12,590,150	)		(2,232,885	)
	Retirement Class		(2,763,099	)		(627,367	)		(9,099,716	)		(620,254	)		(8,032,383	)		(729,716	)
Net increase (decrease) from shareholder transactions			85,861,773			109,042,628			93,659,277			111,734,136			91,815,526			106,331,995
Net increase (decrease) in net assets			118,735,607			137,889,843			130,829,904			143,239,214			133,636,360			143,889,025

NET ASSETS
Beginning of period			295,320,549			157,430,706			287,554,731			144,315,517			298,917,142			155,028,117
End of period		$	414,056,156		$	295,320,549		$	418,384,635		$	287,554,731		$	432,553,502		$	298,917,142
Undistributed net investment income (loss) included in net assets		$	1,081,662		$	545,779		$	860,938		$	404,457		$	635,147		$	273,394

CHANGE IN FUND SHARES
Shares sold:	Institutional Class		4,610,155			3,936,940			4,540,498			4,018,808			4,540,611			3,734,731
	Premier Class		1,357,041			4,631,061			1,419,038			4,687,558			1,512,549			4,363,342
	Retirement Class		1,840,223			1,034,646			2,482,926			942,702			1,726,879			739,298
Shares reinvested:	Institutional Class		386,022			206,134			383,202			210,047			402,713			219,916
	Premier Class		148,622			98,303			131,397			89,308			148,438			92,856
	Retirement Class		46,763			20,301			38,140			15,895			32,759			16,032
Shares redeemed:	Institutional Class		(945,904	)		(877,768	)		(791,680	)		(793,665	)		(721,019	)		(639,960	)
	Premier Class		(1,077,711	)		(337,626	)		(1,003,805	)		(322,052	)		(848,543	)		(169,969	)
	Retirement Class		(205,919	)		(49,403	)		(639,209	)		(48,243	)		(566,767	)		(57,147	)
Net increase (decrease) from shareholder transactions			6,159,292			8,662,588			6,560,507			8,800,358			6,227,620			8,299,099

2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

See notes to financial statements

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Statements of changes in net assets	continued

TIAA-CREF Lifecycle Index Funds ■ For the year ended

		Lifecycle Index 2035 Fund						Lifecycle Index 2040 Fund						Lifecycle Index 2045 Fund
		May 31, 2014			May 31, 2013			May 31, 2014			May 31, 2013			May 31, 2014			May 31, 2013

OPERATIONS
Net investment income (loss)		$	6,520,424		$	4,050,685		$	7,874,694		$	5,033,885		$	3,214,055		$	1,914,720
Net realized gain (loss) from investments			1,580,625			559,979			2,150,938			652,259			559,573			319,077
Net change in unrealized appreciation (depreciation) from affiliated investments			45,284,338			39,191,963			57,069,543			51,899,754			24,113,913			18,175,917
Net increase (decrease) in net assets from operations			53,385,387			43,802,627			67,095,175			57,585,898			27,887,541			20,409,714
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income:	Institutional Class		(4,822,566	)		(2,937,074	)		(6,284,563	)		(3,957,982	)		(2,102,157	)		(1,204,791	)
	Premier Class		(1,339,108	)		(906,244	)		(1,335,079	)		(878,048	)		(958,103	)		(614,958	)
	Retirement Class		(326,909	)		(183,490	)		(377,089	)		(218,429	)		(205,594	)		(105,787	)
From realized gains:	Institutional Class		(1,427,292	)		(383	)		(1,990,988	)		(167	)		(444,520	)		(104	)
	Premier Class		(427,443	)		(122	)		(455,110	)		(40	)		(217,102	)		(54	)
	Retirement Class		(108,222	)		(27	)		(133,373	)		(10	)		(48,250	)		(10	)
Total distributions			(8,451,540	)		(4,027,340	)		(10,576,202	)		(5,054,676	)		(3,975,726	)		(1,925,704	)
SHAREHOLDER TRANSACTIONS
Subscriptions:	Institutional Class		64,310,909			51,245,166			72,784,443			57,479,861			40,316,174			30,135,648
	Premier Class		22,489,647			47,952,648			18,905,337			44,204,733			14,488,294			33,839,898
	Retirement Class		21,330,321			8,782,865			16,554,780			9,132,364			10,631,671			5,578,549
Reinvestments of distributions:	Institutional Class		6,249,858			2,937,457			8,275,551			3,958,149			2,546,677			1,204,895
	Premier Class		1,766,551			906,366			1,790,189			878,088			1,175,205			615,012
	Retirement Class		435,131			183,517			510,462			218,439			253,844			105,797
Redemptions:	Institutional Class		(9,383,744	)		(6,423,268	)		(9,289,872	)		(10,484,724	)		(5,664,290	)		(6,880,560	)
	Premier Class		(12,240,426	)		(1,329,094	)		(10,608,277	)		(1,976,046	)		(4,103,385	)		(1,769,651	)
	Retirement Class		(7,286,332	)		(429,355	)		(5,281,152	)		(487,712	)		(1,779,235	)		(579,786	)
Net increase (decrease) from shareholder transactions			87,671,915			103,826,302			93,641,461			102,923,152			57,864,955			62,249,802
Net increase (decrease) in net assets			132,605,762			143,601,589			150,160,434			155,454,374			81,776,770			80,733,812
NET ASSETS
Beginning of period			289,074,094			145,472,505			350,372,056			194,917,682			136,815,613			56,081,801
End of period		$	421,679,856		$	289,074,094		$	500,532,490		$	350,372,056		$	218,592,383		$	136,815,613
Undistributed net investment income (loss) included in net assets		$	349,044		$	122,500		$	185,013		$	62,988		$	59,869		$	10,815
CHANGE IN FUND SHARES
Shares sold:	Institutional Class		4,272,866			3,966,227			4,780,939			4,442,228			2,667,752			2,334,022
	Premier Class		1,507,143			3,726,331			1,253,665			3,411,448			961,849			2,638,017
	Retirement Class		1,411,155			675,021			1,082,451			700,149			699,654			432,602
Shares reinvested:	Institutional Class		412,804			230,569			539,475			309,714			166,777			94,873
	Premier Class		117,067			71,311			117,006			68,924			77,164			48,579
	Retirement Class		28,893			14,462			33,429			17,159			16,700			8,370
Shares redeemed:	Institutional Class		(620,353	)		(507,187	)		(612,485	)		(827,417	)		(372,317	)		(519,648	)
	Premier Class		(804,106	)		(103,026	)		(688,021	)		(152,032	)		(269,117	)		(136,146	)
	Retirement Class		(505,204	)		(33,225	)		(377,351	)		(37,727	)		(126,864	)		(44,131	)
Net increase (decrease) from shareholder transactions			5,820,265			8,040,483			6,129,108			7,932,446			3,821,598			4,856,538

2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

See notes to financial statements

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Statements of changes in net assets	concluded

TIAA-CREF Lifecycle Index Funds ■ For the year ended

		Lifecycle Index 2050 Fund						Lifecycle Index 2055 Fund
		May 31, 2014			May 31, 2013			May 31, 2014			May 31, 2013
OPERATIONS
Net investment income (loss)		$	2,048,682		$	1,196,562		$	417,571		$	238,015
Net realized gain (loss) from investments			386,741			206,889			70,965			32,963
Net change in unrealized appreciation (depreciation) from affiliated investments			15,591,645			11,704,396			3,083,966			2,574,732
Net increase (decrease) in net assets from operations			18,027,068			13,107,847			3,572,502			2,845,710
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income:	Institutional Class		(1,360,609	)		(794,872	)		(334,323	)		(192,419	)
	Premier Class		(593,959	)		(349,374	)		(57,620	)		(28,014	)
	Retirement Class		(128,769	)		(58,354	)		(31,206	)		(18,261	)
From realized gains:	Institutional Class		(284,325	)		—			(72,259	)		(1,344	)
	Premier Class		(132,660	)		—			(13,229	)		(208	)
	Retirement Class		(29,828	)		—			(7,541	)		(146	)
Total distributions			(2,530,150	)		(1,202,600	)		(516,178	)		(240,392	)
SHAREHOLDER TRANSACTIONS
Subscriptions:	Institutional Class		25,476,811			18,123,434			6,873,016			2,843,462
	Premier Class		11,193,406			21,069,101			1,833,843			1,065,363
	Retirement Class		6,113,222			3,246,097			771,230			214,110
Reinvestments of distributions:	Institutional Class		1,644,934			794,872			406,582			193,763
	Premier Class		726,619			349,374			70,849			28,222
	Retirement Class		158,597			58,354			38,747			18,407
Redemptions:	Institutional Class		(8,325,852	)		(1,070,353	)		(570,556	)		(144,156	)
	Premier Class		(2,703,286	)		(903,373	)		(139,514	)		(65,830	)
	Retirement Class		(1,050,195	)		(103,204	)		(56,843	)		(10,196	)
Net increase (decrease) from shareholder transactions			33,234,256			41,564,302			9,227,354			4,143,145
Net increase (decrease) in net assets			48,731,174			53,469,549			12,283,678			6,748,463
NET ASSETS
Beginning of period			89,787,937			36,318,388			17,076,868			10,328,405
End of period		$	138,519,111		$	89,787,937		$	29,360,546		$	17,076,868
Undistributed net investment income (loss) included in net assets		$	38,354		$	8,838		$	10,385		$	3,015
CHANGE IN FUND SHARES
Shares sold:	Institutional Class		1,690,102			1,409,555			566,855			274,156
	Premier Class		742,580			1,635,549			151,334			101,774
	Retirement Class		401,043			250,254			63,341			20,320
Shares reinvested:	Institutional Class		107,794			62,637			33,491			19,203
	Premier Class		47,773			27,618			5,841			2,797
	Retirement Class		10,448			4,620			3,192			1,824
Shares redeemed:	Institutional Class		(544,657	)		(81,841	)		(47,010	)		(14,262	)
	Premier Class		(179,983	)		(68,873	)		(11,719	)		(6,310	)
	Retirement Class		(71,112	)		(7,581	)		(4,689	)		(1,003	)
Net increase (decrease) from shareholder transactions			2,203,988			3,231,938			760,636			398,499

2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

See notes to financial statements

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Financial highlights

TIAA-CREF Lifecycle Index Funds

			Selected per share data																						Ratios and supplemental data
				Gain (loss) from investment operations
						Net realized																					Ratios to average net assets
	For the		Net asset	Net		& unrealized			Total gain			Less distributions from						Total			Net asset				Net assets						Net
	period		value,	investment		gain (loss)			(loss) from			Net			Net			dividends			value,				at end of						investment		Portfolio
	or year		beginning	income		on total			investment			investment			realized			and			end of		Total		period		Gross		Net		income		turnover
	ended		of period	(loss)	^a	investments		^j	operations			income			gains			distributions			period		return		(in thousands)		expenses	^e	expenses	^e	(loss	)	rate

LIFECYCLE INDEX RETIREMENT INCOME FUND
Institutional Class:	5/31/14		$12.29	$0.24			$0.84			$1.08			($0.24	)		($0.07	)		($0.31	)		$13.06	8.87	%		$22,907	0.44	%	0.04	%	1.90	%	26	%
	5/31/13		11.35	0.22			0.94			1.16			(0.22	)		(0.00	)^d		(0.22	)		12.29	10.28			16,754	0.56		0.05		1.82		24
	5/31/12		11.36	0.23			0.03			0.26			(0.24	)		(0.03	)		(0.27	)		11.35	2.36			11,470	0.82		0.06		2.06		25
	5/31/11	^†	10.65	0.18			0.73			0.91			(0.16	)		(0.04	)		(0.20	)		11.36	8.56	^b		7,447	0.76	^c	0.06	^c	2.47	^c	13	^b
	9/30/10		10.00	0.22			0.65			0.87			(0.22	)		—			(0.22	)		10.65	8.82			5,690	1.74		0.08		2.19		39
	9/30/09	^*	10.00	0.00	^d		—			0.00	^d		—			—			—			10.00	0.00	^b		3,500	670.85	^c	0.10	^c	(0.10	)^c	0	^b


Premier Class:	5/31/14		12.29	0.22			0.83			1.05			(0.22	)		(0.07	)		(0.29	)		13.05	8.63			9,550	0.59		0.19		1.75		26
	5/31/13		11.34	0.22			0.93			1.15			(0.20	)		(0.00	)^d		(0.20	)		12.29	10.23			8,439	0.69		0.20		1.85		24
	5/31/12		11.35	0.22			0.02			0.24			(0.22	)		(0.03	)		(0.25	)		11.34	2.21			2,568	0.98		0.21		1.96		25
	5/31/11	^†	10.65	0.16			0.73			0.89			(0.15	)		(0.04	)		(0.19	)		11.35	8.40	^b		1,833	0.93	^c	0.21	^c	2.26	^c	13	^b
	9/30/10		10.00	0.23			0.63			0.86			(0.21	)		—			(0.21	)		10.65	8.67			272	1.91		0.23		2.24		39
	9/30/09	^*	10.00	0.00	^d		—			0.00	^d		—			—			—			10.00	0.00	^b		250	875.72	^c	0.25	^c	(0.25	)^c	0	^b


Retirement Class:	5/31/14		12.29	0.20			0.84			1.04			(0.21	)		(0.07	)		(0.28	)		13.05	8.53			1,696	0.76		0.29		1.60		26
	5/31/13		11.34	0.20			0.94			1.14			(0.19	)		(0.00	)^d		(0.19	)		12.29	10.12			987	0.88		0.30		1.65		24
	5/31/12		11.36	0.21			0.01			0.22			(0.21	)		(0.03	)		(0.24	)		11.34	2.02			622	1.16		0.31		1.89		25
	5/31/11	^†	10.65	0.16			0.73			0.89			(0.14	)		(0.04	)		(0.18	)		11.36	8.44	^b		342	1.14	^c	0.31	^c	2.16	^c	13	^b
	9/30/10		10.00	0.22			0.63			0.85			(0.20	)		—			(0.20	)		10.65	8.56			274	2.07		0.33		2.13		39
	9/30/09	^*	10.00	0.00	^d		—			0.00	^d		—			—			—			10.00	0.00	^b		250	875.82	^c	0.35	^c	(0.35	)^c	0	^b


LIFECYCLE INDEX 2010 FUND
Institutional Class:	5/31/14		12.81	0.25			1.02			1.27			(0.24	)		(0.12	)		(0.36	)		13.72	10.02			109,776	0.19		0.05		1.92		17
	5/31/13		11.60	0.23			1.20			1.43			(0.21	)		(0.01	)		(0.22	)		12.81	12.45			84,599	0.21		0.06		1.83		13
	5/31/12		11.75	0.23			(0.13	)		0.10			(0.22	)		(0.03	)		(0.25	)		11.60	0.92			64,002	0.26		0.07		2.02		25
	5/31/11	^†	10.84	0.20			0.89			1.09			(0.17	)		(0.01	)		(0.18	)		11.75	10.14	^b		49,573	0.28	^c	0.07	^c	2.63	^c	38	^b
	9/30/10		10.00	0.17			0.72			0.89			(0.05	)		—			(0.05	)		10.84	8.94			30,599	0.80		0.07		1.65		43
	9/30/09	^*	10.00	0.00	^d		—			0.00	^d		—			—			—			10.00	0.00	^b		3,500	670.85	^c	0.10	^c	(0.10	)^c	0	^b


Premier Class:	5/31/14		12.77	0.21			1.03			1.24			(0.21	)		(0.12	)		(0.33	)		13.68	9.85			22,820	0.34		0.20		1.62		17
	5/31/13		11.57	0.22			1.19			1.41			(0.20	)		(0.01	)		(0.21	)		12.77	12.28			25,923	0.36		0.21		1.79		13
	5/31/12		11.73	0.21			(0.13	)		0.08			(0.21	)		(0.03	)		(0.24	)		11.57	0.74			12,701	0.41		0.22		1.86		25
	5/31/11	^†	10.83	0.17			0.91			1.08			(0.17	)		(0.01	)		(0.18	)		11.73	10.02	^b		7,766	0.43	^c	0.22	^c	2.33	^c	38	^b
	9/30/10		10.00	0.21			0.67			0.88			(0.05	)		—			(0.05	)		10.83	8.79			753	1.04		0.23		2.08		43
	9/30/09	^*	10.00	0.00	^d		—			0.00	^d		—			—			—			10.00	0.00	^b		250	875.72	^c	0.25	^c	(0.25	)^c	0	^b


Retirement Class:	5/31/14		12.74	0.19			1.03			1.22			(0.21	)		(0.12	)		(0.33	)		13.63	9.70			26,305	0.49		0.30		1.49		17
	5/31/13		11.54	0.20			1.21			1.41			(0.20	)		(0.01	)		(0.21	)		12.74	12.26			10,672	0.51		0.31		1.63		13
	5/31/12		11.72	0.21			(0.15	)		0.06			(0.21	)		(0.03	)		(0.24	)		11.54	0.58			4,044	0.56		0.32		1.80		25
	5/31/11	^†	10.82	0.15			0.92			1.07			(0.16	)		(0.01	)		(0.17	)		11.72	9.98	^b		695	0.63	^c	0.32	^c	2.00	^c	38	^b
	9/30/10		10.00	0.21			0.65			0.86			(0.04	)		—			(0.04	)		10.82	8.67			300	1.22		0.33		2.01		43
	9/30/09	^*	10.00	0.00	^d		—			0.00	^d		—			—			—			10.00	0.00	^b		250	875.82	^c	0.35	^c	(0.35	)^c	0	^b

2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

See notes to financial statements

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Financial highlights	continued

TIAA-CREF Lifecycle Index Funds

			Selected per share data																						Ratios and supplemental data
				Gain (loss) from investment operations
						Net realized																					Ratios to average net assets
	For the		Net asset	Net		& unrealized			Total gain			Less distributions from						Total			Net asset				Net assets						Net
	period		value,	investment		gain (loss)			(loss) from			Net			Net			dividends			value,				at end of						investment		Portfolio
	or year		beginning	income		on total			investment			investment			realized			and			end of		Total		period		Gross		Net		income		turnover
	ended		of period	(loss)	^a	investments		^j	operations			income			gains			distributions			period		return		(in thousands)		expenses	^e	expenses	^e	(loss	)	rate

LIFECYCLE INDEX 2015 FUND
Institutional Class:	5/31/14		$13.07	$0.26			$1.15			$1.41			$(0.24	)		$(0.10	)		$(0.34	)		$14.14	10.97	%		$191,164	0.16	%	0.06	%	1.94	%	16	%
	5/31/13		11.64	0.23			1.42			1.65			(0.21	)		(0.01	)		(0.22	)		13.07	14.26			145,288	0.18		0.07		1.82		10
	5/31/12		11.90	0.23			(0.27	)		(0.04	)		(0.21	)		(0.01	)		(0.22	)		11.64	(0.21	)		102,292	0.22		0.08		1.96		21
	5/31/11	^†	10.85	0.19			1.03			1.22			(0.17	)		—			(0.17	)		11.90	11.43	^b		74,426	0.24	^c	0.08	^c	2.49	^c	13	^b
	9/30/10		10.00	0.14			0.75			0.89			(0.04	)		—			(0.04	)		10.85	8.96			43,294	0.64		0.07		1.38		23
	9/30/09	^*	10.00	0.00	^d		—			0.00	^d		—			—			—			10.00	0.00	^b		3,500	670.85	^c	0.10	^c	(0.10	)^c	0	^b


Premier Class:	5/31/14		13.02	0.22			1.18			1.40			(0.22	)		(0.10	)		(0.32	)		14.10	10.92			53,952	0.31		0.21		1.67		16
	5/31/13		11.61	0.24			1.38			1.62			(0.20	)		(0.01	)		(0.21	)		13.02	14.04			53,709	0.33		0.22		1.91		10
	5/31/12		11.88	0.21			(0.27	)		(0.06	)		(0.20	)		(0.01	)		(0.21	)		11.61	(0.39	)		15,447	0.37		0.23		1.81		21
	5/31/11	^†	10.83	0.18			1.04			1.22			(0.17	)		—			(0.17	)		11.88	11.41	^b		9,054	0.40	^c	0.22	^c	2.44	^c	13	^b
	9/30/10		10.00	0.20			0.67			0.87			(0.04	)		—			(0.04	)		10.83	8.72			758	0.90		0.23		1.97		23
	9/30/09	^*	10.00	0.00	^d		—			0.00	^d		—			—			—			10.00	0.00	^b		250	875.72	^c	0.25	^c	(0.25	)^c	0	^b


Retirement Class:	5/31/14		13.00	0.21			1.16			1.37			(0.21	)		(0.10	)		(0.31	)		14.06	10.73			39,234	0.46		0.31		1.53		16
	5/31/13		11.59	0.20			1.41			1.61			(0.19	)		(0.01	)		(0.20	)		13.00	13.95			19,214	0.48		0.32		1.61		10
	5/31/12		11.86	0.19			(0.25	)		(0.06	)		(0.20	)		(0.01	)		(0.21	)		11.59	(0.40	)		9,527	0.51		0.33		1.63		21
	5/31/11	^†	10.83	0.11			1.09			1.20			(0.17	)		—			(0.17	)		11.86	11.18	^b		1,880	0.56	^c	0.33	^c	1.46	^c	13	^b
	9/30/10		10.00	0.20			0.67			0.87			(0.04	)		—			(0.04	)		10.83	8.69			327	1.07		0.33		1.89		23
	9/30/09	^*	10.00	0.00	^d		—			0.00	^d		—			—			—			10.00	0.00	^b		250	875.82	^c	0.35	^c	(0.35	)^c	0	^b


LIFECYCLE INDEX 2020 FUND
Institutional Class:	5/31/14		13.32	0.27			1.36			1.63			(0.25	)		(0.08	)		(0.33	)		14.62	12.42			260,171	0.15		0.06		1.95		10
	5/31/13		11.63	0.23			1.67			1.90			(0.21	)		(0.00	)^d		(0.21	)		13.32	16.51			183,056	0.17		0.07		1.83		8
	5/31/12		12.04	0.22			(0.41	)		(0.19	)		(0.21	)		(0.01	)		(0.22	)		11.63	(1.49	)		121,899	0.21		0.09		1.87		14
	5/31/11	^†	10.85	0.19			1.18			1.37			(0.18	)		—			(0.18	)		12.04	12.74	^b		84,549	0.23	^c	0.08	^c	2.46	^c	11	^b
	9/30/10		10.00	0.12			0.78			0.90			(0.05	)		—			(0.05	)		10.85	9.00			51,737	0.62		0.07		1.16		22
	9/30/09	^*	10.00	0.00	^d		—			0.00	^d		—			—			—			10.00	0.00	^b		3,500	670.85	^c	0.10	^c	(0.10	)^c	0	^b


Premier Class:	5/31/14		13.27	0.24			1.37			1.61			(0.23	)		(0.08	)		(0.31	)		14.57	12.30			104,180	0.30		0.21		1.71		10
	5/31/13		11.60	0.25			1.62			1.87			(0.20	)		(0.00	)^d		(0.20	)		13.27	16.29			89,233	0.32		0.22		1.96		8
	5/31/12		12.02	0.20			(0.41	)		(0.21	)		(0.20	)		(0.01	)		(0.21	)		11.60	(1.67	)		27,047	0.36		0.24		1.69		14
	5/31/11	^†	10.83	0.18			1.18			1.36			(0.17	)		—			(0.17	)		12.02	12.72	^b		19,670	0.38	^c	0.23	^c	2.35	^c	11	^b
	9/30/10		10.00	0.18			0.69			0.87			(0.04	)		—			(0.04	)		10.83	8.76			1,851	0.85		0.23		1.73		22
	9/30/09	^*	10.00	0.00	^d		—			0.00	^d		—			—			—			10.00	0.00	^b		250	875.72	^c	0.25	^c	(0.25	)^c	0	^b


Retirement Class:	5/31/14		13.25	0.22			1.38			1.60			(0.23	)		(0.08	)		(0.31	)		14.54	12.19			49,705	0.45		0.31		1.58		10
	5/31/13		11.59	0.21			1.64			1.85			(0.19	)		(0.00	)^d		(0.19	)		13.25	16.13			23,032	0.47		0.32		1.64		8
	5/31/12		12.01	0.18			(0.40	)		(0.22	)		(0.19	)		(0.01	)		(0.20	)		11.59	(1.70	)		8,485	0.51		0.34		1.54		14
	5/31/11	^†	10.83	0.09			1.26			1.35			(0.17	)		—			(0.17	)		12.01	12.58	^b		2,363	0.54	^c	0.33	^c	1.19	^c	11	^b
	9/30/10		10.00	0.19			0.68			0.87			(0.04	)		—			(0.04	)		10.83	8.73			304	1.06		0.33		1.80		22
	9/30/09	^*	10.00	0.00	^d		—			0.00	^d		—			—			—			10.00	0.00	^b		250	875.82	^c	0.35	^c	(0.35	)^c	0	^b

2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

See notes to financial statements

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Financial highlights	continued

TIAA-CREF Lifecycle Index Funds

			Selected per share data																Ratios and supplemental data
				Gain (loss) from investment operations
						Net realized															Ratios to average net assets
	For the		Net asset	Net		& unrealized		Total gain		Less distributions from				Total		Net asset			Net assets						Net
	period		value,	investment		gain (loss	)	(loss) from		Net		Net		dividends		value,			at end of						investment		Portfolio
	or year		beginning	income		on total		investment		investment		realized		and		end of	Total		period		Gross		Net		income		turnover
	ended		of period	(loss	)^a	investments	^j	operations		income		gains		distributions		period	return		(in thousands	)	expenses	^e	expenses	^e	(loss	)	rate

LIFECYCLE INDEX 2025 FUND
Institutional Class:	5/31/14		$13.57	$0.28		$1.58		$1.86		$(0.26	)	$(0.08	)	$(0.34	)	$15.09	13.85	%	$270,258		0.15	%	0.07	%	1.96	%	11	%
	5/31/13		11.63	0.23		1.93		2.16		(0.22	)	(0.00	)^d	(0.22	)	13.57	18.71		187,069		0.17		0.08		1.84		8
	5/31/12		12.18	0.21		(0.55	)	(0.34	)	(0.20	)	(0.01	)	(0.21	)	11.63	(2.70	)	120,360		0.21		0.09		1.80		12
	5/31/11	^†	10.84	0.19		1.33		1.52		(0.18	)	—		(0.18	)	12.18	14.21	^b	86,413		0.23	^c	0.08	^c	2.47	^c	9	^b
	9/30/10		10.00	0.10		0.79		0.89		(0.05	)	—		(0.05	)	10.84	8.96		51,228		0.65		0.07		0.97		16
	9/30/09	*	10.00	0.00	^d	—		0.00	^d	—		—		—		10.00	0.00	^b	3,500		670.85	^c	0.10	^c	(0.10	)^c	0	^b


Premier Class:	5/31/14		13.53	0.24		1.59		1.83		(0.24	)	(0.08	)	(0.32	)	15.04	13.63		98,691		0.30		0.22		1.70		11
	5/31/13		11.61	0.27		1.86		2.13		(0.21	)	(0.00	)^d	(0.21	)	13.53	18.50		81,393		0.32		0.23		2.11		8
	5/31/12		12.16	0.19		(0.54	)	(0.35	)	(0.19	)	(0.01	)	(0.20	)	11.61	(2.79	)	18,118		0.36		0.24		1.64		12
	5/31/11	^†	10.83	0.18		1.33		1.51		(0.18	)	—		(0.18	)	12.16	14.09	^b	11,066		0.39	^c	0.23	^c	2.38	^c	9	^b
	9/30/10		10.00	0.16		0.72		0.88		(0.05	)	—		(0.05	)	10.83	8.82		1,664		0.89		0.23		1.61		16
	9/30/09	*	10.00	0.00	^d	—		0.00	^d	—		—		—		10.00	0.00	^b	250		875.72	^c	0.25	^c	(0.25	)^c	0	^b


Retirement Class:	5/31/14		13.50	0.21		1.60		1.81		(0.23	)	(0.08	)	(0.31	)	15.00	13.53		49,436		0.45		0.32		1.46		11
	5/31/13		11.58	0.21		1.91		2.12		(0.20	)	(0.00	)^d	(0.20	)	13.50	18.46		19,093		0.47		0.33		1.69		8
	5/31/12		12.15	0.19		(0.56	)	(0.37	)	(0.19	)	(0.01	)	(0.20	)	11.58	(2.97	)	5,837		0.51		0.34		1.64		12
	5/31/11	^†	10.82	0.13		1.38		1.51		(0.18	)	—		(0.18	)	12.15	14.06	^b	1,125		0.57	^c	0.33	^c	1.64	^c	9	^b
	9/30/10		10.00	0.17		0.70		0.87		(0.05	)	—		(0.05	)	10.82	8.69		324		1.10		0.33		1.69		16
	9/30/09	*	10.00	0.00	^d	—		0.00	^d	—		—		—		10.00	0.00	^b	250		875.82	^c	0.35	^c	(0.35	)^c	0	^b


LIFECYCLE INDEX 2030 FUND
Institutional Class:	5/31/14		13.84	0.29		1.80		2.09		(0.28	)	(0.09	)	(0.37	)	15.56	15.24		283,951		0.15		0.08		1.95		10
	5/31/13		11.65	0.24		2.17		2.41		(0.22	)	(0.00	)^d	(0.22	)	13.84	20.90		194,258		0.17		0.09		1.84		4
	5/31/12		12.35	0.20		(0.70	)	(0.50	)	(0.19	)	(0.01	)	(0.20	)	11.65	(3.89	)	124,802		0.21		0.10		1.74		10
	5/31/11	^†	10.86	0.19		1.49		1.68		(0.19	)	—		(0.19	)	12.35	15.64	^b	91,910		0.22	^c	0.09	^c	2.45	^c	9	^b
	9/30/10		10.00	0.07		0.83		0.90		(0.04	)	—		(0.04	)	10.86	9.06		56,944		0.59		0.07		0.71		16
	9/30/09	*	10.00	0.00	^d	—		0.00	^d	—		—		—		10.00	0.00	^b	3,500		670.85	^c	0.10	^c	(0.10	)^c	0	^b


Premier Class:	5/31/14		13.80	0.25		1.80		2.05		(0.26	)	(0.09	)	(0.35	)	15.50	14.98		109,285		0.30		0.23		1.70		10
	5/31/13		11.62	0.26		2.14		2.40		(0.22	)	(0.00	)^d	(0.22	)	13.80	20.79		86,071		0.32		0.24		2.05		4
	5/31/12		12.32	0.18		(0.69	)	(0.51	)	(0.18	)	(0.01	)	(0.19	)	11.62	(4.00	)	22,673		0.36		0.25		1.55		10
	5/31/11	^†	10.84	0.18		1.49		1.67		(0.19	)	—		(0.19	)	12.32	15.54	^b	15,655		0.37	^c	0.24	^c	2.32	^c	9	^b
	9/30/10		10.00	0.16		0.72		0.88		(0.04	)	—		(0.04	)	10.84	8.82		1,095		0.83		0.23		1.56		16
	9/30/09	*	10.00	0.00	^d	—		0.00	^d	—		—		—		10.00	0.00	^b	250		875.72	^c	0.25	^c	(0.25	)^c	0	^b


Retirement Class:	5/31/14		13.77	0.21		1.82		2.03		(0.25	)	(0.09	)	(0.34	)	15.46	14.87		39,318		0.45		0.33		1.45		10
	5/31/13		11.60	0.21		2.16		2.37		(0.20	)	(0.00	)^d	(0.20	)	13.77	20.62		18,588		0.47		0.34		1.62		4
	5/31/12		12.31	0.18		(0.70	)	(0.52	)	(0.18	)	(0.01	)	(0.19	)	11.60	(4.10	)	7,553		0.51		0.35		1.53		10
	5/31/11	^†	10.83	0.12		1.54		1.66		(0.18	)	—		(0.18	)	12.31	15.52	^b	2,415		0.54	^c	0.34	^c	1.61	^c	9	^b
	9/30/10		10.00	0.15		0.72		0.87		(0.04	)	—		(0.04	)	10.83	8.69		455		1.01		0.33		1.48		16
	9/30/09	*	10.00	0.00	^d	—		0.00	^d	—		—		—		10.00	0.00	^b	250		875.82	^c	0.35	^c	(0.35	)^c	0	^b

2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

See notes to financial statements

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Financial highlights	continued

TIAA-CREF Lifecycle Index Funds

			Selected per share data																Ratios and supplemental data
				Gain (loss) from investment operations
						Net realized															Ratios to average net assets
	For the		Net asset	Net		& unrealized		Total gain		Less distributions from				Total		Net asset			Net assets						Net
	period		value,	investment		gain (loss	)	(loss) from		Net		Net		dividends		value,			at end of						investment		Portfolio
	or year		beginning	income		on total		investment		investment		realized		and		end of	Total		period		Gross		Net		income		turnover
	ended		of period	(loss	)^a	investments	^j	operations		income		gains		distributions		period	return		(in thousands	)	expenses	^e	expenses	^e	(loss	)	rate

LIFECYCLE INDEX 2035 FUND
Institutional Class:	5/31/14		$14.08	$0.29		$2.02		$2.31		$(0.29	)	$(0.09	)	$(0.38	)	$16.01	16.51	%	$296,719		0.15	%	0.08	%	1.96	%	9	%
	5/31/13		11.63	0.24		2.44		2.68		(0.23	)	(0.00	)^d	(0.23	)	14.08	23.25		203,726		0.17		0.09		1.86		7
	5/31/12		12.48	0.20		(0.85	)	(0.65	)	(0.19	)	(0.01	)	(0.20	)	11.63	(5.07	)	125,358		0.21		0.10		1.68		19
	5/31/11	^†	10.84	0.19		1.65		1.84		(0.20	)	—		(0.20	)	12.48	17.12	^b	91,325		0.23	^c	0.09	^c	2.46	^c	10	^b
	9/30/10		10.00	0.05		0.84		0.89		(0.05	)	—		(0.05	)	10.84	8.91		56,430		0.61		0.07		0.52		10
	9/30/09	*	10.00	0.00	^d	—		0.00	^d	—		—		—		10.00	0.00	^b	3,500		670.85	^c	0.10	^c	(0.10	)^c	0	^b


Premier Class:	5/31/14		14.03	0.25		2.03		2.28		(0.27	)	(0.09	)	(0.36	)	15.95	16.34		90,943		0.30		0.23		1.69		9
	5/31/13		11.60	0.28		2.37		2.65		(0.22	)	(0.00	)^d	(0.22	)	14.03	23.06		68,495		0.32		0.24		2.17		7
	5/31/12		12.46	0.17		(0.84	)	(0.67	)	(0.18	)	(0.01	)	(0.19	)	11.60	(5.26	)	13,777		0.36		0.25		1.49		19
	5/31/11	^†	10.83	0.18		1.64		1.82		(0.19	)	—		(0.19	)	12.46	17.00	^b	7,916		0.38	^c	0.24	^c	2.31	^c	10	^b
	9/30/10		10.00	0.14		0.73		0.87		(0.04	)	—		(0.04	)	10.83	8.77		1,336		0.85		0.23		1.40		10
	9/30/09	*	10.00	0.00	^d	—		0.00	^d	—		—		—		10.00	0.00	^b	250		875.72	^c	0.25	^c	(0.25	)^c	0	^b


Retirement Class:	5/31/14		14.00	0.22		2.04		2.26		(0.26	)	(0.09	)	(0.35	)	15.91	16.23		34,019		0.45		0.33		1.45		9
	5/31/13		11.57	0.21		2.43		2.64		(0.21	)	(0.00	)^d	(0.21	)	14.00	23.00		16,853		0.47		0.34		1.63		7
	5/31/12		12.44	0.18		(0.86	)	(0.68	)	(0.18	)	(0.01	)	(0.19	)	11.57	(5.36	)	6,337		0.51		0.35		1.52		19
	5/31/11	^†	10.82	0.13		1.68		1.81		(0.19	)	—		(0.19	)	12.44	16.89	^b	1,597		0.55	^c	0.34	^c	1.61	^c	10	^b
	9/30/10		10.00	0.15		0.71		0.86		(0.04	)	—		(0.04	)	10.82	8.64		404		1.04		0.33		1.41		10
	9/30/09	*	10.00	0.00	^d	—		0.00	^d	—		—		—		10.00	0.00	^b	250		875.82	^c	0.35	^c	(0.35	)^c	0	^b


LIFECYCLE INDEX 2040 FUND
Institutional Class:	5/31/14		14.19	0.30		2.15		2.45		(0.30	)	(0.09	)	(0.39	)	16.25	17.45		379,218		0.15		0.08		1.95		8
	5/31/13		11.62	0.24		2.57		2.81		(0.24	)	(0.00	)^d	(0.24	)	14.19	24.37		264,444		0.16		0.09		1.86		6
	5/31/12		12.52	0.20		(0.89	)	(0.69	)	(0.19	)	(0.02	)	(0.21	)	11.62	(5.42	)	170,934		0.19		0.10		1.70		17
	5/31/11	^†	10.87	0.19		1.66		1.85		(0.20	)	—		(0.20	)	12.52	17.19	^b	119,510		0.21	^c	0.09	^c	2.46	^c	10	^b
	9/30/10		10.00	0.04		0.86		0.90		(0.03	)	—		(0.03	)	10.87	8.98		79,123		0.47		0.07		0.42		11
	9/30/09	*	10.00	0.00	^d	—		0.00	^d	—		—		—		10.00	0.00	^b	3,500		670.85	^c	0.10	^c	(0.10	)^c	0	^b


Premier Class:	5/31/14		14.14	0.26		2.16		2.42		(0.28	)	(0.09	)	(0.37	)	16.19	17.28		87,589		0.30		0.23		1.70		8
	5/31/13		11.59	0.28		2.50		2.78		(0.23	)	(0.00	)^d	(0.23	)	14.14	24.18		66,876		0.31		0.24		2.12		6
	5/31/12		12.49	0.17		(0.87	)	(0.70	)	(0.18	)	(0.02	)	(0.20	)	11.59	(5.52	)	16,233		0.34		0.25		1.48		17
	5/31/11	^†	10.85	0.18		1.65		1.83		(0.19	)	—		(0.19	)	12.49	17.08	^b	11,311		0.37	^c	0.24	^c	2.32	^c	10	^b
	9/30/10		10.00	0.14		0.73		0.87		(0.02	)	—		(0.02	)	10.85	8.74		1,790		0.69		0.23		1.32		11
	9/30/09	*	10.00	0.00	^d	—		0.00	^d	—		—		—		10.00	0.00	^b	250		875.72	^c	0.25	^c	(0.25	)^c	0	^b


Retirement Class:	5/31/14		14.12	0.24		2.15		2.39		(0.27	)	(0.09	)	(0.36	)	16.15	17.09		33,725		0.45		0.33		1.58		8
	5/31/13		11.57	0.21		2.55		2.76		(0.21	)	(0.00	)^d	(0.21	)	14.12	24.10		19,052		0.46		0.34		1.65		6
	5/31/12		12.48	0.18		(0.89	)	(0.71	)	(0.18	)	(0.02	)	(0.20	)	11.57	(5.62	)	7,751		0.49		0.35		1.51		17
	5/31/11	^†	10.84	0.11		1.72		1.83		(0.19	)	—		(0.19	)	12.48	17.06	^b	1,882		0.54	^c	0.34	^c	1.37	^c	10	^b
	9/30/10		10.00	0.15		0.71		0.86		(0.02	)	—		(0.02	)	10.84	8.62		395		0.88		0.33		1.41		11
	9/30/09	*	10.00	0.00	^d	—		0.00	^d	—		—		—		10.00	0.00	^b	250		875.82	^c	0.35	^c	(0.35	)^c	0	^b

2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

See notes to financial statements

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Financial highlights	continued

TIAA-CREF Lifecycle Index Funds

			Selected per share data																Ratios and supplemental data
				Gain (loss) from investment operations
						Net realized															Ratios to average net assets
	For the		Net asset	Net		& unrealized		Total gain		Less distributions from				Total		Net asset			Net assets						Net
	period		value,	investment		gain (loss	)	(loss) from		Net		Net		dividends		value,			at end of						investment		Portfolio
	or year		beginning	income		on total		investment		investment		realized		and		end of	Total		period		Gross		Net		income		turnover
	ended		of period	(loss	)^a	investments	^j	operations		income		gains		distributions		period	return		(in thousands	)	expenses	^e	expenses	^e	(loss	)	rate

LIFECYCLE INDEX 2045 FUND
Institutional Class:	5/31/14		$14.10	$0.29		$2.14		$2.43		$(0.30	)	$(0.06	)	$(0.36	)	$16.17	17.37	%	$135,011		0.18	%	0.08	%	1.94	%	13	%
	5/31/13		11.54	0.25		2.54		2.79		(0.23	)	(0.00	)^d	(0.23	)	14.10	24.42		83,001		0.22		0.09		1.90		16
	5/31/12		12.42	0.19		(0.87	)	(0.68	)	(0.19	)	(0.01	)	(0.20	)	11.54	(5.36	)	45,913		0.34		0.10		1.65		25
	5/31/11	^†	10.79	0.19		1.64		1.83		(0.20	)	—		(0.20	)	12.42	17.13	^b	28,529		0.35	^c	0.09	^c	2.41	^c	11	^b
	9/30/10		10.00	0.09		0.80		0.89		(0.10	)	—		(0.10	)	10.79	8.94		17,294		1.15		0.08		0.90		10
	9/30/09	*	10.00	0.00	^d	—		0.00	^d	—		—		—		10.00	0.00	^b	3,500		670.85	^c	0.10	^c	(0.10	)^c	0	^b


Premier Class:	5/31/14		14.05	0.26		2.14		2.40		(0.28	)	(0.06	)	(0.34	)	16.11	17.21		63,580		0.33		0.23		1.75		13
	5/31/13		11.52	0.30		2.46		2.76		(0.23	)	(0.00	)^d	(0.23	)	14.05	24.14		44,631		0.36		0.24		2.35		16
	5/31/12		12.40	0.17		(0.86	)	(0.69	)	(0.18	)	(0.01	)	(0.19	)	11.52	(5.46	)	7,202		0.49		0.25		1.47		25
	5/31/11	^†	10.78	0.17		1.64		1.81		(0.19	)	—		(0.19	)	12.40	17.01	^b	4,521		0.51	^c	0.24	^c	2.25	^c	11	^b
	9/30/10		10.00	0.16		0.71		0.87		(0.09	)	—		(0.09	)	10.78	8.80		408		1.37		0.23		1.57		10
	9/30/09	*	10.00	0.00	^d	—		0.00	^d	—		—		—		10.00	0.00	^b	250		875.72	^c	0.25	^c	(0.25	)^c	0	^b


Retirement Class:	5/31/14		14.02	0.23		2.15		2.38		(0.27	)	(0.06	)	(0.33	)	16.07	17.10		20,002		0.48		0.33		1.51		13
	5/31/13		11.50	0.23		2.50		2.73		(0.21	)	(0.00	)^d	(0.21	)	14.02	23.98		9,184		0.52		0.34		1.75		16
	5/31/12		12.39	0.16		(0.86	)	(0.70	)	(0.18	)	(0.01	)	(0.19	)	11.50	(5.56	)	2,967		0.64		0.35		1.38		25
	5/31/11	^†	10.77	0.16		1.65		1.81		(0.19	)	—		(0.19	)	12.39	16.98	^b	596		0.70	^c	0.34	^c	1.99	^c	11	^b
	9/30/10		10.00	0.15		0.71		0.86		(0.09	)	—		(0.09	)	10.77	8.67		325		1.53		0.33		1.46		10
	9/30/09	*	10.00	0.00	^d	—		0.00	^d	—		—		—		10.00	0.00	^b	250		875.82	^c	0.35	^c	(0.35	)^c	0	^b


LIFECYCLE INDEX 2050 FUND
Institutional Class:	5/31/14		14.09	0.29		2.14		2.43		(0.30	)	(0.06	)	(0.36	)	16.16	17.38		86,068		0.21		0.08		1.91		20
	5/31/13		11.54	0.24		2.54		2.78		(0.23	)	—		(0.23	)	14.09	24.33		57,380		0.28		0.09		1.85		22
	5/31/12		12.42	0.19		(0.87	)	(0.68	)	(0.19	)	(0.01	)	(0.20	)	11.54	(5.36	)	30,943		0.44		0.10		1.66		30
	5/31/11	^†	10.78	0.18		1.66		1.84		(0.20	)	—		(0.20	)	12.42	17.26	^b	19,744		0.43	^c	0.09	^c	2.34	^c	12	^b
	9/30/10		10.00	0.11		0.78		0.89		(0.11	)	—		(0.11	)	10.78	8.94		11,539		1.46		0.08		1.10		11
	9/30/09	*	10.00	0.00	^d	—		0.00	^d	—		—		—		10.00	0.00	^b	3,500		670.85	^c	0.10	^c	(0.10	)^c	0	^b


Premier Class:	5/31/14		14.04	0.26		2.14		2.40		(0.28	)	(0.06	)	(0.34	)	16.10	17.23		40,648		0.36		0.23		1.76		20
	5/31/13		11.51	0.30		2.46		2.76		(0.23	)	—		(0.23	)	14.04	24.16		26,880		0.41		0.24		2.33		22
	5/31/12		12.39	0.17		(0.86	)	(0.69	)	(0.18	)	(0.01	)	(0.19	)	11.51	(5.46	)	3,683		0.59		0.25		1.46		30
	5/31/11	^†	10.77	0.18		1.64		1.82		(0.20	)	—		(0.20	)	12.39	17.04	^b	2,458		0.60	^c	0.24	^c	2.27	^c	12	^b
	9/30/10		10.00	0.16		0.71		0.87		(0.10	)	—		(0.10	)	10.77	8.80		328		1.65		0.23		1.59		11
	9/30/09	*	10.00	0.00	^d	—		0.00	^d	—		—		—		10.00	0.00	^b	250		875.72	^c	0.25	^c	(0.25	)^c	0	^b


Retirement Class:	5/31/14		14.01	0.23		2.15		2.38		(0.27	)	(0.06	)	(0.33	)	16.06	17.12		11,803		0.51		0.33		1.55		20
	5/31/13		11.49	0.22		2.51		2.73		(0.21	)	—		(0.21	)	14.01	24.00		5,528		0.58		0.34		1.67		22
	5/31/12		12.38	0.15		(0.85	)	(0.70	)	(0.18	)	(0.01	)	(0.19	)	11.49	(5.57	)	1,692		0.75		0.35		1.33		30
	5/31/11	^†	10.76	0.17		1.64		1.81		(0.19	)	—		(0.19	)	12.38	17.01	^b	404		0.80	^c	0.34	^c	2.13	^c	12	^b
	9/30/10		10.00	0.15		0.71		0.86		(0.10	)	—		(0.10	)	10.76	8.67		286		1.80		0.33		1.49		11
	9/30/09	*	10.00	0.00	^d	—		0.00	^d	—		—		—		10.00	0.00	^b	250		875.82	^c	0.35	^c	(0.35	)^c	0	^b

2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

See notes to financial statements

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Financial highlights	concluded

TIAA-CREF Lifecycle Index Funds

			Selected per share data																Ratios and supplemental data
				Gain (loss) from investment operations
						Net realized															Ratios to average net assets
	For the		Net asset	Net		& unrealized		Total gain		Less distributions from				Total		Net asset			Net assets						Net
	period		value,	investment		gain (loss	)	(loss) from		Net		Net		dividends		value,			at end of						investment		Portfolio
	or year		beginning	income		on total		investment		investment		realized		and		end of	Total		period		Gross		Net		income		turnover
	ended		of period	(loss	)^a	investments	^j	operations		income		gains		distributions		period	return		(in thousands	)	expenses	^e	expenses	^e	(loss	)	rate

LIFECYCLE INDEX 2055 FUND
Institutional Class:	5/31/14		$11.21	$0.23		$1.70		$1.93		$(0.23	)	$(0.05	)	$(0.28	)	$12.86	17.42	%	$22,433		0.54	%	0.08	%	1.93	%	25	%
	5/31/13		9.18	0.19		2.03		2.22		(0.19	)	(0.00	)^d	(0.19	)	11.21	24.40		13,356		0.75		0.09		1.83		9
	5/31/12		9.87	0.15		(0.69	)	(0.54	)	(0.15	)	(0.00	)^d	(0.15	)	9.18	(5.33	)	8,376		1.15		0.10		1.61		7
	5/31/11	^‡	10.00	0.00	^d	(0.13	)	(0.13	)	—		—		—		9.87	(1.30	)^b	7,896		8.35	^c	0.10	^c	0.15	^c	1	^b


Premier Class:	5/31/14		11.20	0.21		1.70		1.91		(0.22	)	(0.05	)	(0.27	)	12.84	17.21		4,510		0.69		0.23		1.76		25
	5/31/13		9.17	0.19		2.02		2.21		(0.18	)	(0.00	)^d	(0.18	)	11.20	24.29		2,305		0.91		0.24		1.81		9
	5/31/12		9.87	0.14		(0.70	)	(0.56	)	(0.14	)	(0.00	)^d	(0.14	)	9.17	(5.53	)	986		1.31		0.25		1.50		7
	5/31/11	^‡	10.00	0.00	^d	(0.13	)	(0.13	)	—		—		—		9.87	(1.30	)^b	987		9.18	^c	0.25	^c	(0.01	)^c	1	^b


Retirement Class:	5/31/14		11.19	0.20		1.70		1.90		(0.21	)	(0.05	)	(0.26	)	12.83	17.12		2,417		0.85		0.33		1.64		25
	5/31/13		9.17	0.16		2.02		2.18		(0.16	)	(0.00	)^d	(0.16	)	11.19	24.03		1,416		1.06		0.34		1.55		9
	5/31/12		9.87	0.13		(0.70	)	(0.57	)	(0.13	)	(0.00	)^d	(0.13	)	9.17	(5.59	)	986		1.46		0.35		1.36		7
	5/31/11	^‡	10.00	0.00	^d	(0.13	)	(0.13	)	—		—		—		9.87	(1.30	)^b	987		9.33	^c	0.35	^c	(0.09	)^c	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.
^j	Short-term capital gains distributions are presented in net realized and unrealized gain (loss) on total investments for all periods presented.
^†	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 Fund commenced operations on September 30, 2009.
^‡	The Fund commenced operations on April 29, 2011.

2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

See notes to financial statements

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Notes to financial statements

TIAA-CREF Lifecycle Index Funds

Note 1—organization and significant accounting policies

The Lifecycle Index Funds (collectively 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 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 and provides investment management services for the Funds. The Funds offer Institutional, Premier and Retirement Classes of shares. Each class differs by the allocation of class-specific expenses and voting rights in matters affecting a single class.

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.

68	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

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

For the year ended May 31, 2014, permanent book and tax differences resulting primarily from the reclassification of short-term capital gain distributions received from underlying funds from realized gain (loss) to ordinary income 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.

New accounting pronouncement: In June 2013, the Financial Accounting Standards Board issued Accounting Standard Update No. 2013-08 Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements (the “Update”). The Update modifies the criteria used in determining an investment company under U.S. GAAP and establishes certain measurement and disclosure requirements. The Update establishes that an entity regulated under the 1940 Act is automatically an investment company under U.S. GAAP. The Update is effective for interim and annual reporting periods beginning after December 15, 2013. The Funds expect to adopt these new disclosure requirements for

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Notes to financial statements

the November 30, 2014 semiannual report. Management has reviewed the new requirements and has determined the adoption of the Update will not have a material impact on the Funds’ financial statements and notes disclosures.

Note 2—valuation of investments

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

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

Transfers between levels are recognized at the end of the reporting period. For the year ended May 31, 2014, there were no transfers between levels by the Funds.

As of May 31, 2014, all of the investments in the 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 a portion of the Funds’ management fees equal to, on an annual basis, the following percentages of the average daily net assets of each Fund: 0.06% for the Retirement Income Fund; 0.05% for the 2010 Fund; 0.04% for the 2015 Fund and the 2020 Fund; 0.03% for the 2025 Fund, and 0.02% for the 2030 Fund, 2035 Fund, 2040 Fund, 2045 Fund, 2050 Fund, and the 2055 Fund. These waivers will remain

70	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

continued

in effect through at least September 30, 2014. 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 costs in providing certain administrative and compliance 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. Substantially all of the Retirement Class shareholder servicing fees reported on the Statements of Operations are paid to Advisors under the Service Agreement. The Retirement Class and Premier Class of the Funds are subject to a distribution Rule 12b-1 plan that compensated 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, 2014. However, this agreement may be terminated before this date with the approval of the Board.

Advisors has agreed to reimburse each Fund if its total expense ratio (excluding interest, taxes, brokerage commissions and other transactional expenses, acquired fund fees and expenses and extraordinary expenses) exceeds 0.10% of average daily net assets for the Institutional Class shares of the Funds; 0.25% of the average daily net assets for the Premier Class shares; and 0.35% of average daily net assets for the Retirement Class shares. The expense reimbursement arrangements will continue through at least September 30, 2015, unless changed with approval of the Board.

At the commencement of operations of the Lifecycle Index Retirement Income Fund and Lifecycle Index 2055 Fund, TIAA, an affiliate, invested in each Fund. The following is the percentage of the Funds’ shares owned by affiliates as of May 31, 2014:

Fund	TIAA


Lifecycle Index Retirement Income		17	%
Lifecycle Index 2055		46

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Notes to financial statements

Issue	Value at May 31, 2013		Purchases cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2014


Lifecycle Index Retirement Income Fund

TIAA-CREF Bond Index	$	12,888,761	$	6,535,366	$	2,244,218	$	(70,519	)	$	305,667	$	17,318,318
TIAA-CREF Emerging Markets Equity Index		617,278		481,921		196,110		(10,221	)		14,927		941,921
TIAA-CREF Equity Index		7,936,920		2,990,138		2,604,336		139,007			140,766		9,776,225
TIAA-CREF Inflation-Linked Bond		2,536,557		1,410,996		453,322		(42,406	)		40,611		3,486,035
TIAA-CREF International Equity Index		1,914,193		1,563,742		653,630		13,348			77,131		3,237,507


	$	25,893,709	$	12,982,163	$	6,151,616	$	29,209		$	579,102	$	34,760,006


Lifecycle Index 2010 Fund
TIAA-CREF Bond Index	$	54,624,002	$	24,754,902	$	6,773,231	$	(221,490	)	$	1,268,518	$	73,187,291
TIAA-CREF Emerging Markets Equity Index		3,366,450		2,162,468		769,012		(82,547	)		76,412		4,947,728
TIAA-CREF Equity Index		43,210,182		11,697,855		11,055,846		1,095,322			721,164		51,353,161
TIAA-CREF Inflation-Linked Bond		8,406,463		4,610,704		1,058,225		(98,767	)		131,372		11,952,031
TIAA-CREF International Equity Index		10,450,490		6,815,376		2,388,653		24,634			395,134		17,006,236


	$	120,057,587	$	50,041,305	$	22,044,967	$	717,152		$	2,592,600	$	158,446,447


Lifecycle Index 2015 Fund
TIAA-CREF Bond Index	$	89,537,381	$	40,493,038	$	10,570,633	$	(348,587	)	$	2,109,505	$	120,446,402
TIAA-CREF Emerging Markets Equity Index		6,887,932		4,252,744		1,570,952		(185,704	)		161,231		9,941,695
TIAA-CREF Equity Index		88,462,731		21,322,429		21,879,125		1,730,942			1,520,454		103,337,257
TIAA-CREF Inflation-Linked Bond		10,952,912		6,142,556		1,367,918		(130,065	)		171,529		15,724,686
TIAA-CREF International Equity Index		21,439,375		13,049,639		4,592,021		24,542			833,115		34,233,588


	$	217,280,331	$	85,260,406	$	39,980,649	$	1,091,128		$	4,795,834	$	283,683,628


Lifecycle Index 2020 Fund
TIAA-CREF Bond Index	$	103,316,245	$	53,060,083	$	6,925,204	$	(193,590	)	$	2,551,720	$	150,802,408
TIAA-CREF Emerging Markets Equity Index		10,677,043		6,695,218		1,301,805		(163,460	)		263,676		16,700,305
TIAA-CREF Equity Index		137,763,410		33,888,921		23,010,014		1,880,256			2,486,544		173,599,042
TIAA-CREF Inflation-Linked Bond		9,048,049		6,032,512		509,549		(47,128	)		147,780		14,614,119
TIAA-CREF International Equity Index		33,109,382		21,313,294		3,943,383		33,799			1,362,474		57,510,673


	$	293,914,129	$	120,990,028	$	35,689,955	$	1,509,877		$	6,812,194	$	413,226,547

72	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

continued

Issue	Value at May 31, 2013		Purchases cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2014


Lifecycle Index 2025 Fund
TIAA-CREF Bond Index	$	83,114,599	$	49,230,890	$	6,199,947	$	(177,952	)	$	2,130,301	$	127,362,829
TIAA-CREF Emerging Markets Equity Index		11,705,206		8,319,122		1,641,072		(207,392	)		297,712		19,120,269
TIAA-CREF Equity Index		151,490,405		44,202,197		25,233,829		1,739,019			2,807,500		198,612,185
TIAA-CREF Inflation-Linked Bond		3,182,118		3,347,140		186,542		(17,974	)		56,444		6,396,525
TIAA-CREF International Equity Index		36,301,879		26,379,554		4,820,144		26,897			1,538,343		65,801,795


	$	285,794,207	$	131,478,903	$	38,081,534	$	1,362,598		$	6,830,300	$	417,293,603


Lifecycle Index 2030 Fund
TIAA-CREF Bond Index	$	65,901,186	$	41,820,610	$	4,897,306	$	(134,328	)	$	1,712,354	$	103,839,723
TIAA-CREF Emerging Markets Equity Index		13,562,490		9,224,390		1,589,400		(190,991	)		343,301		22,040,806
TIAA-CREF Equity Index		176,080,869		45,390,095		24,491,255		1,967,299			3,233,432		229,203,411
TIAA-CREF International Equity Index		42,064,935		28,184,448		3,415,915		33,228			1,771,518		75,936,947


	$	297,609,480	$	124,619,543	$	34,393,876	$	1,675,208		$	7,060,605	$	431,020,887


Lifecycle Index 2035 Fund
TIAA-CREF Bond Index	$	40,816,439	$	29,001,505	$	2,626,458	$	(64,711	)	$	1,106,302	$	67,878,093
TIAA-CREF Emerging Markets Equity Index		14,417,759		9,661,333		1,194,892		(166,688	)		375,787		23,778,004
TIAA-CREF Equity Index		187,586,485		49,778,908		24,979,690		1,802,791			3,546,609		247,165,387
TIAA-CREF International Equity Index		44,782,566		29,955,853		2,703,449		9,233			1,944,621		81,833,250


	$	287,603,249	$	118,397,599	$	31,504,489	$	1,580,625		$	6,973,319	$	420,654,734


Lifecycle Index 2040 Fund
TIAA-CREF Bond Index	$	33,938,226	$	18,306,683	$	2,748,636	$	(74,704	)	$	855,383	$	49,939,539
TIAA-CREF Emerging Markets Equity Index		18,378,061		11,926,400		1,136,505		(152,364	)		482,582		30,287,947
TIAA-CREF Equity Index		239,073,787		56,705,836		25,259,496		2,370,408			4,549,094		314,832,411
TIAA-CREF International Equity Index		57,066,016		37,160,615		2,443,579		7,598			2,493,407		104,237,016


	$	348,456,090	$	124,099,534	$	31,588,216	$	2,150,938		$	8,380,466	$	499,296,913


Lifecycle Index 2045 Fund
TIAA-CREF Bond Index	$	13,197,246	$	9,383,646	$	1,023,237	$	(29,703	)	$	355,530	$	21,772,293
TIAA-CREF Emerging Markets Equity Index		7,159,994		6,013,041		478,342		(66,479	)		199,337		13,204,916
TIAA-CREF Equity Index		93,117,195		35,867,069		10,104,729		644,788			1,879,812		137,258,372
TIAA-CREF International Equity Index		22,206,624		19,191,531		1,139,384		(4,900	)		1,030,022		45,444,517


	$	135,681,059	$	70,455,287	$	12,745,692	$	543,706		$	3,464,701	$	217,680,098

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Notes to financial statements

	Value at											Value at
	May 31,		Purchases		Sales		Realized			Dividend		May 31,
Issue	2013		cost		proceeds		gain (loss		)	income		2014


Lifecycle Index 2050 Fund
TIAA-CREF Bond Index	$	8,709,213	$	5,554,563	$	599,506	$	(16,006	)	$	228,294	$	13,794,278
TIAA-CREF Emerging Markets Equity Index		4,718,994		3,697,833		387,057		(61,355	)		126,739		8,366,123
TIAA-CREF Equity Index		61,290,258		19,970,345		6,175,080		434,295			1,196,102		86,962,911
TIAA-CREF International Equity Index		14,634,307		11,552,249		765,216		395			655,482		28,792,300


	$	89,352,772	$	40,774,990	$	7,926,859	$	357,329		$	2,206,617	$	137,915,612


Lifecycle Index 2055 Fund
TIAA-CREF Bond Index	$	1,657,177	$	1,356,456	$	113,120	$	(2,948	)	$	45,490	$	2,929,927
TIAA-CREF Emerging Markets Equity Index		896,230		885,802		72,592		(16,880	)		25,593		1,776,982
TIAA-CREF Equity Index		11,656,488		5,581,725		1,107,054		80,403			241,349		18,471,072
TIAA-CREF International Equity Index		2,779,713		2,781,384		105,646		(324	)		132,244		6,115,529


	$	16,989,608	$	10,605,367	$	1,398,412	$	60,251		$	444,676	$	29,293,510

Note 4—investments

			Gross		Gross		Net unrealized
	Tax		unrealized		unrealized		appreciation
Fund	cost		appreciation		(depreciation)		(depreciation)
Lifecycle Index Retirement Income	$	30,524,196	$	4,235,810		$—	$	4,235,810
Lifecycle Index 2010		135,583,916		22,862,531		—		22,862,531
Lifecycle Index 2015		239,633,565		44,050,063		—		44,050,063
Lifecycle Index 2020		345,626,440		67,600,107		—		67,600,107
Lifecycle Index 2025		343,409,234		73,884,369		—		73,884,369
Lifecycle Index 2030		345,766,861		85,254,026		—		85,254,026
Lifecycle Index 2035		330,553,445		90,101,289		—		90,101,289
Lifecycle Index 2040		381,866,368		117,430,545		—		117,430,545
Lifecycle Index 2045		173,950,534		43,729,564		—		43,729,564
Lifecycle Index 2050		109,584,766		28,330,846		—		28,330,846
Lifecycle Index 2055		24,525,383		4,768,127		—		4,768,127

74	2014 Annual Report ■ TIAA-CREF Lifecycle Index 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, 2014, were as follows:

Fund	Purchases		Sales


Lifecycle Index Retirement Income	$	14,501,326	$	7,663,474
Lifecycle Index 2010		51,534,693		23,540,676
Lifecycle Index 2015		85,260,406		39,980,649
Lifecycle Index 2020		120,990,028		35,689,955
Lifecycle Index 2025		131,478,903		38,081,534
Lifecycle Index 2030		124,619,543		34,393,876
Lifecycle Index 2035		118,397,599		31,504,489
Lifecycle Index 2040		124,099,534		31,588,216
Lifecycle Index 2045		79,507,672		21,813,944
Lifecycle Index 2050		54,953,393		22,134,674
Lifecycle Index 2055		14,820,739		5,624,498

Note 5—distributions to shareholders and other tax items

The tax character of distributions paid to shareholders during the year ended May 31, 2014, and the year ended May 31, 2013 was as follows:

	5/31/2014						5/31/2013
	Ordinary		Long-term				Ordinary		Long-term
Fund	income		capital gains		Total		income		capital gains		Total


Lifecycle Index Retirement Income	$	645,051	$	51,723	$	696,774	$	362,826	$	1,421	$	364,247
Lifecycle Index 2010		3,145,645		271,978		3,417,623		1,902,102		5,760		1,907,862
Lifecycle Index 2015		5,545,809		491,754		6,037,563		3,125,888		7,940		3,133,828
Lifecycle Index 2020		7,378,425		693,905		8,072,330		4,030,391		4,406		4,034,797
Lifecycle Index 2025		7,192,304		714,988		7,907,292		3,948,632		1,124		3,949,756
Lifecycle Index 2030		7,803,877		793,248		8,597,125		4,157,590		565		4,158,155
Lifecycle Index 2035		7,644,237		807,303		8,451,540		4,026,808		532		4,027,340
Lifecycle Index 2040		9,540,107		1,036,095		10,576,202		5,054,459		217		5,054,676
Lifecycle Index 2045		3,582,980		392,746		3,975,726		1,925,536		168		1,925,704
Lifecycle Index 2050		2,290,474		239,676		2,530,150		1,202,600		—		1,202,600
Lifecycle Index 2055		466,869		49,309		516,178		240,353		39		240,392

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Notes to financial statements

concluded

As of May 31, 2014, the components of accumulated earnings on a tax basis were as follows:

	Undistributed		Undistributed		Unrealized
	ordinary		long-term		appreciation
Fund	income		capital gains		(depreciation)		Total


Lifecycle Index Retirement Income	$	97,580	$	26,017	$	4,235,809	$	4,359,406
Lifecycle Index 2010		651,532		298,175		22,862,530		23,812,237
Lifecycle Index 2015		1,169,134		255,512		44,050,064		45,474,710
Lifecycle Index 2020		1,251,636		396,702		67,600,109		69,248,447
Lifecycle Index 2025		1,029,825		429,451		73,884,372		75,343,648
Lifecycle Index 2030		685,517		478,356		85,254,025		86,417,898
Lifecycle Index 2035		384,291		511,765		90,101,289		90,997,345
Lifecycle Index 2040		204,440		646,571		117,430,543		118,281,554
Lifecycle Index 2045		65,877		267,314		43,729,563		44,062,754
Lifecycle Index 2050		87,915		170,088		28,330,843		28,588,846
Lifecycle Index 2055		17,720		34,309		4,768,127		4,820,156

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—line of credit

Note 7—indemnification

76	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

Report of independent registered public accounting firm

To the Board of Trustees and Shareholders 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 (eleven of the portfolios constituting the TIAA-CREF Funds, hereafter collectively referred to as the “Funds”) at May 31, 2014, 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, 2014 by correspondence with the transfer agent, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland

July 18, 2014

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Trustees and officers (unaudited)

TIAA-CREF Funds ■ May 31, 2014

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), 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).	79	Director of GMO; Director, the Maine Coast Heritage Trust; Investment Committee member, Maine Community Foundation and the Elmina B. Sewall Foundation, and Trustee of the Maine Chapter of the Nature Conservancy.


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.	Vice President (1990–2006), American Beacon Advisors, Inc., and Vice President of certain funds advised by American Beacon Advisors, Inc.	79	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.; and Independent Trustee, Lazard Alternative Strategies 1099 Fund.


Michael A. Forrester c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 11/5/67	Trustee	Indefinite term. Trustee since 2007.	Chief Executive Officer (since 2014) and Chief Operating Officer (2007–2014), Copper Rock Capital Partners, LLC; Chief Operating Officer, DDJ Capital Management (2003–2006).	79	Director of Copper Rock Capital Partners, LLC (investment adviser).

78	2014 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	Chairman of the Board and Trustee	Indefinite term. Trustee since 2005; Chairman for term ending December 31, 2015. Chairman since 2013.	James S. Reid, Jr. Professor of Law (since 2004), Senior Advisor to the President and Provost (2010–2012), Acting Dean (2009), Vice Dean for Budget (2003–2006) and on the faculty (since 1989) of Harvard Law School.	79	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.	Principal, NL Jacob Consultant (economic and business consultant) (2012–present); President and Founder (2006–2012) of NLJ Advisors, Inc. (investment adviser); President and Managing Principal, Windermere Investment Associates (1997–2006).	79	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.	Partner (2004–2010) and Managing Director (1999–2004), Goldman Sachs Asset Management.	79	Director, Sansum Clinic; Investment committee member, College of Mount Saint Vincent and Cottage Health System; 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, LLC; Principal, BAM Consulting LLC (2003–2009); Independent Consultant for Merrill Lynch (2003–2009).	79	Director, Arnhold and S. Bleichroeder Holdings; First Eagle Investment Management, LLC; American Legacy Foundation (Investment Committee); University of Edinburgh (Campaign Board); the North Shore Land Alliance, Prep for Prep, and Close Brothers Group plc.

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Trustees and officers (unaudited)

continued

TIAA-CREF Funds ■ May 31, 2014

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
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), Head (2006–2008) and Associate Head (1994–2000 and 2001–2006), Economics Department of MIT; and Program Director, NBER (1990–2008).	79	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	Trustee	Indefinite term. Trustee since 1999.	Chairman, President and Chief Executive Officer, Sloan Financial Group, Inc. (since 1991); Chairman and Chief Executive Officer (since 1991) and Chief Investment Officer (1991–2013), NCM Capital Management Group, Inc.; Chairman and Chief Executive Officer (since 2003) and Chief Investment Officer (2003–2013), NCM Capital Advisers Inc.; and Chairman, President and Principal Executive Officer, NCM Capital Investment Trust (2007–2012).	79	Director, SCANA Corporation (energy holding company); Member, Duke Children’s Hospital and Health Center National Board of Advisors.

80	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

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) and Professor, University of Texas at Austin (since 1987). Chairman, Department of Finance, University of Texas at Austin (2002–2011).	79	Member of the Board of Governors of the Investment Company Institute, the Governing Council of Independent Directors Council (an association for mutual fund directors), and Investment Advisory Committee, Employees Retirement System of Texas.

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). 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 Account 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). 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). Interim Chief Compliance Officer for TIAA-CREF Life Insurance Company Separate Accounts VA-1, VLI-I and VLI-2 (since 2012). Interim Chief Compliance Officer for Covariance Capital Management, Inc. (“Covariance”) (since 2013).

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Trustees and officers (unaudited)

continued

TIAA-CREF Funds ■ May 31, 2014

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
Carol W. Deckbar TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 9/13/62	Executive Vice President	One-year term. Executive Vice President since 2013.	Chief Executive Officer (since 2014), Chief Operating Officer (“COO”) (2013–2014), President (2012–2013), Chair (2012–2013) and Manager (since 2011) of TIAA-CREF Asset Management, LLC (“TCAM”), and Executive Vice President of the TIAA-CREF Fund Complex (since 2013). Executive Vice President (since 2013), Interim Head of Asset Management (2012–2013), Senior Vice President, Investment Products (2009–2012), Managing Director, Mutual Fund Products (2007–2009) of TIAA. Senior Managing Director and COO (2012), Senior Vice President (2010–2012), Chair (2012–2013), and Director (since 2008) of Advisors and Investment Management. Manager, President, and COO of TCAA and TCAS (since 2011). Manager of TIAA-CREF Individual and Institutional Services, LLC (since 2010). Director of Westchester Group Investment Management, Inc. (since 2011). Manager of Beaver Investment Holdings, LLC (since 2012). Director of Green Wood Resources, Inc. (since 2012). Director of TH RE Administration Ltd., TH RE FCACO Ltd., TH RE AIFM group Ltd., and TH RE Group Holdings Ltd. (2013–2014).
Phillip G. Goff TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 11/22/63	Principal Financial Officer, Principal Accounting Officer and Treasurer	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 TCAM (since 2011). Senior Vice President (since 2010) and Funds Treasurer (since 2007) of Advisors and Investment Management. Assistant Treasurer of TIAA-CREF Life Insurance Company (“TC Life”) (since 2012). Director of TIAA-CREF Trust Company, FSB (since 2008). Director, Senior Vice President and Funds Treasurer of TCAA (since 2011). Director, Senior Vice President and Funds Treasurer of TCAS (since 2011).

82	2014 Annual Report ■ TIAA-CREF Lifecycle Index 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, Chief Risk Officer (since 2013) of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2009). Executive Vice President, Head of Risk Management of TIAA (2009–2013). 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). 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). Senior Managing Director, Chief Credit Risk Officer (2004–2008) of TIAA.
Robert G. Leary TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/20/61	President and Principal Executive Officer	One-year term. President and Principal Executive Officer since 2013.	Executive Vice President and President of Asset Management (since 2013) of TIAA. President and Principal Executive Officer of the TIAA-CREF Funds and TIAA-CREF Life Funds (since 2013). Manager (since 2013), President and Chief Executive Officer (2013–2014) of TCAM, and Executive Vice President of CREF and VA-1 (since 2013). Director, President and Chief Executive Officer of Advisors (since 2013). Manager, President and Chief Executive Officer of Investment Management (since 2013). Director of TH RE Ltd. (since 2013). Director (since 2013), President and Chief Executive Officer of TPIS (2013–2014). Director of TIAA International Holdings 1 Ltd., TIAA International Holdings 2 Ltd., and TIAA International Holdings 3 Ltd. (since 2013). Executive Vice President of TIAA-CREF Funds and TIAA-CREF Life Funds (June–September 2013). Representative, Securities Research, Inc. (February–May 2013). President and Chief Operating Officer, U.S., ING Americas (2011 to 2012). Chief Executive Officer, ING Insurance US (2010–2011). Chairman and Chief Executive Officer, ING Investment Management, Americas (2007–2009).
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 Fund Complex (since 2012). Director, Covariance (since 2012). Director T-C Life (since 2012). Director, Kaspick & Company, LLC (since 2012). Manager, TIAA-CREF Redwood, LLC (“Redwood”) (since 2013). Director, Aspen Insurance Holdings, LLC (since 2011). 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 Managing Director and Corporate Secretary	One-year term. Senior Managing Director since 2013 and Corporate Secretary since 2012.	Senior Managing Director (since 2013), Corporate Secretary (since 2012) of TIAA and the TIAA-CREF Fund Complex. Senior Vice President of TIAA and the TIAA-CREF Fund Complex (2012–2013). Managing Director, Retirement and Individual Financial Services (2010–2012) and Vice President, Product Development and Management, Institutional Client Services (2006–2010) of TIAA.

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Trustees and officers (unaudited)

concluded

TIAA-CREF Funds ■ May 31, 2014

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
Otha T. Spriggs, III TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 2/16/51	Executive Vice President	One-year term. Executive Vice President since 2012.	Executive Vice President and Chief Human Resources Officer (since 2012) of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2012). Senior Vice President of Human Resources, Boston Scientific (2010–2012); President of Integrated People Solutions (2009–2010); Senior Vice President, Human Resources and various human resources leadership roles, CIGNA Corp. (2001–2009).
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 Financial Services (since 2011) of TIAA, and Executive Vice President (since 2008) of the TIAA-CREF Fund Complex. 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. Director (2007–2011) and Executive Vice President (2008–2010) of TCAM. Manager (since 2006), President and Chief Executive Officer (2006–2010) of Redwood. Director of Tuition Financing (2008–2009) and Executive Vice President of TC 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); Chief Communications Officer of TIAA (2010–2011). Senior Vice President, The Hartford Financial Services Group, Inc. (2008–2010).

84	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

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 TIAA-CREF Lifecycle Index Fund series (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.

Overview of the renewal process

Based on guidelines provided by the Operations Committee on behalf of the Board, Lipper produced, among other information, performance and expense comparison

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Renewal of investment management agreement (unaudited)

86	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

continued

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

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Renewal of investment management agreement (unaudited)

TAI also manage various accounts of the College Retirement Equities Fund (“CREF”), the TIAA-CREF Life Funds, TIAA Separate Account VA-1 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 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.

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) and its benchmark index. The Board also reviewed the performance of each Fund before any reductions for fees or expenses. This analysis considered the impact of NAV rounding and excluded the effects of fair valuation, securities lending and class action litigation on each Fund’s performance as compared to the performance of its benchmark index. In this regard, the Board considered that the performance of the Funds compared favorably to their respective benchmarks (after considering the effect of expenses incurred to operate the Funds and certain other relevant factors) and the Funds ranked in the top two performance quintiles versus their peer universes of mutual funds. (For additional detail regarding each Fund’s performance, see the Fund-by-Fund synopsis below.) Thus, the Board concluded that, under the totality of circumstances, the investment performance of each Fund was within an acceptable range.

Cost and profitability

88	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

continued

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 Fund. The Board also noted TAI’s waiver of a portion of each Fund’s management fees. 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 earned profits with respect to only a few of the Funds (the Lifecycle Index 2030, 2035 and 2040 Funds). However, the Board also noted that each of the Funds was expected to operate at a loss to TAI in the future under the new cost allocation methodology. The Board also considered that TAI may have indirect earnings or losses with respect to the Funds based on the Funds’ investment in affiliated underlying funds also managed by TAI.

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 higher than the management fee rates charged by many or most other 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 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 also considered that because TAI operated each Fund at a loss (or anticipated to operate each Fund at a loss staring in 2014 under the new cost allocation methodology), there was little opportunity to pass economies of scale on to Fund shareholders. Based on all factors considered, the Board concluded that the Funds’ fee schedules were within an acceptable range in light of economies of scale considerations and asset levels.

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

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 Lifestyle Funds, with an annual management fee of 0.10% of average daily net assets, the Lifecycle Funds, which also have an annual management fee of 0.10%, which is entirely waived by TAI, 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

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 (unless noted). Because the Retirement Class generally has higher non-management expenses that the Institutional and Premier Classes and lower non-management expenses than the Retail Class of these Funds, the expenses and performance of these other Classes will differ from the expenses and performance shown for the Retirement Class. Comparative Lipper expense and performance rankings are as of March 31, 2013; all other time periods referenced below are ended December 31, 2013. Under the Morningstar rating system, 5 stars is the highest (best) rating category and 1 star is the lowest (worst) 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 2013 under the Agreement.

90	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

continued

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 0.06% of this fee through at least September 30, 2014.
•	The Fund’s actual management fees (including the waiver) and total expenses ranked 2 out of 3 and 3 out of 5 within the group of comparable funds identified by Lipper for expense comparison purposes (“Expense Group”), respectively. The Fund’s actual management fees (including the waiver) and total expenses were in the 4th and 1st quintiles of the universe of comparable funds identified by Lipper for expense comparison purposes (“Expense Universe”), respectively.
•	The Fund ranked one out of 5 and one out of 4 within the group of comparable funds identified by Lipper for performance comparison purposes (“Performance Group”) for the one- and three-year periods, respectively. 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 three-year periods.
•	The Fund received an Overall Morningstar Rating of 4 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 or losses that TAI might have earned or incurred with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.

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 0.05% of this fee through at least September 30, 2014.
•	The Fund’s actual management fees (including the waiver) and total expenses ranked 1 out of 2 and 3 out of 4 within its Expense Group, respectively. The Fund’s actual management fees (including the waiver) and total expenses were in the 2nd quintile of its Expense Universe.
•	The Fund ranked one out of 4 within its Performance Group for the one- and three-year periods. The Fund was in the 2nd and 1st quintiles of its Performance Universe for the one- and three-year periods, respectively.
•	The Fund received an Overall Morningstar Rating of 5 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 or losses that TAI might have earned or incurred with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.

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 0.04% of this fee through at least September 30, 2014.
•	The Fund’s actual management fees (including the waiver) and total expenses ranked 1 out of 2 and 3 out of 4 within its Expense Group, respectively. The Fund’s

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Renewal of investment management agreement (unaudited)

	actual management fees (including the waiver) and total expenses were in the 2nd quintile of its Expense Universe.
•	The Fund ranked 2 out of 4 and 1 out of 4 within its Performance Group for the one-and three-year periods, respectively. The Fund was in the 2nd and 1st quintiles of its Performance Universe for the one- and three-year periods, respectively.
•	The Fund received an Overall Morningstar Rating of 5 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 or losses that TAI might have earned or incurred with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.

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 0.04% of this fee through at least September 30, 2014.
•	The Fund’s actual management fees (including the waiver) and total expenses ranked 2 out of 3 and 2 out of 5 within its Expense Group, respectively. The Fund’s actual management fees (including the waiver) and total expenses were in the 4th and 1st quintiles of its Expense Universe, respectively.
•	The Fund ranked 2 out of 5 and 1 out of 4 within its Performance Group for the one-and three-year periods, respectively. The Fund was in the 2nd and 1st quintiles of its Performance Universe for the one- and three-year periods, respectively.
•	The Fund received an Overall Morningstar Rating of 5 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 or losses that TAI might have earned or incurred with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.

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 0.03% of this fee through at least September 30, 2014.
•	The Fund’s actual management fees (including the waiver) and total expenses ranked 2 out of 3 and 2 out of 5 within its Expense Group, respectively. The Fund’s actual management fees (including the waiver) and total expenses were in the 4th and 1st quintiles of its Expense Universe, respectively.
•	The Fund ranked 1 out of 5 and 1 out of 4 within its Performance Group for the one-and three-year periods, respectively. The Fund was in the 2nd and 1st quintiles of its Performance Universe for the one- and three-year periods, respectively.
•	The Fund received an Overall Morningstar Rating of 5 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 or losses that TAI might have earned or incurred with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.

92	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

continued

Lifecycle Index 2030 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, 2014.
•	The Fund’s actual management fees (including the waiver) and total expenses ranked 2 out of 3 and 2 out of 5 within its Expense Group, respectively. The Fund’s actual management fees (including the waiver) and total expenses were in the 4th and 1st quintiles of its Expense Universe, respectively.
•	The Fund ranked 1 out of 5 and 1 out of 4 within its Performance Group for the one-and three-year periods, respectively. The Fund was in the 2nd and 1st quintiles of its Performance Universe for the one- and three-year periods, respectively.
•	The Fund received an Overall Morningstar Rating of 5 stars.
•	TAI earned a net profit with respect to its services to the Fund for the one-year period, without taking into account any profits or losses that TAI might have earned or incurred with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.

Lifecycle Index 2035 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, 2014.
•	The Fund’s actual management fees (including the waiver) and total expenses ranked 2 out of 3 and 1 out of 5 within its Expense Group, respectively. The Fund’s actual management fees (including the waiver) and total expenses were in the 4th and 1st quintiles of its Expense Universe, respectively.
•	The Fund ranked 1 out of 5 and 1 out of 4 within its Performance Group for the one- and three-year periods, respectively. The Fund was in the 1st quintile of its Performance Universe for the one- and three-year periods.
•	The Fund received an Overall Morningstar Rating of 5 stars.
•	TAI earned a net profit with respect to its services to the Fund for the one-year period, without taking into account any profits or losses that TAI might have earned or incurred with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.

Lifecycle Index 2040 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, 2014.
•	The Fund’s actual management fees (including the waiver) and total expenses ranked 2 out of 3 and 1 out of 5 within its Expense Group, respectively. The Fund’s actual management fees (including the waiver) and total expenses were in the 4th and 1st quintiles of its Expense Universe, respectively.
•	The Fund ranked 1 out of 5 and 1 out of 4 within its Performance Group for the one- and three-year periods, respectively. The Fund was in the 1st quintile of its Performance Universe for the one- and three-year periods.

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Renewal of investment management agreement (unaudited)

•	The Fund received an Overall Morningstar Rating of 5 stars.
•	TAI earned a net profit with respect to its services to the Fund for the one-year period, without taking into account any profits or losses that TAI might have earned or incurred with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.

Lifecycle Index 2045 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, 2014.
•	The Fund’s actual management fees (including the waiver) and total expenses ranked 2 out of 3 and 1 out of 5 within its Expense Group, respectively. The Fund’s actual management fees (including the waiver) and total expenses were in the 4th and 1st quintiles of its Expense Universe, respectively.
•	The Fund ranked 1 out of 5 and 1 out of 4 within its Performance Group for the one- and three-year periods, respectively. The Fund was in the 1st quintile of its Performance Universe for the one- and three-year periods.
•	The Fund received an Overall Morningstar Rating of 5 stars.
•	TAI earned a net profit with respect to its services to the Fund for the one-year period, without taking into account any profits or losses that TAI might have earned or incurred with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.

Lifecycle Index 2050 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, 2014.
•	The Fund’s actual management fees (including the waiver) and total expenses ranked 2 out of 3 and 1 out of 5 within its Expense Group, respectively. The Fund’s actual management fees (including the waiver) and total expenses were in the 4th and 1st quintiles of its Expense Universe, respectively.
•	The Fund ranked 1 out of 5 and 1 out of 4 within its Performance Group for the one- and three-year periods, respectively. The Fund was in the 1st quintile of its Performance Universe for the one- and three-year periods.
•	The Fund received an Overall Morningstar Rating of 5 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 or losses that TAI might have earned or incurred with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.

Lifecycle Index 2055 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, 2014.

94	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

concluded

•	The Fund’s actual management fees (including the waiver) and total expenses ranked 3 out of 3 and 1 out of 5 within its Expense Group, respectively. The Fund’s actual management fees (including the waiver) and total expenses were in the 5th and 1st quintiles of its Expense Universe, respectively.
•	The Fund ranked 1 out of 5 and 1 out of 2 within its Performance Group for the one-year and since-inception periods, respectively. The Fund was in the 2nd and 1st quintiles of its Performance Universe for the one-year and since-inception periods, respectively.
•	The Fund is too new to have received an Overall Morningstar Rating.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period, without taking into account any profits or losses that TAI might have earned or incurred 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.

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Important tax information (unaudited)

TIAA-CREF Lifecycle Index Funds

For the year ended May 31, 2014, 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 capital gains
Lifecycle Index Retirement Income	$	51,723
Lifecycle Index 2010		271,978
Lifecycle Index 2015		491,754
Lifecycle Index 2020		693,905
Lifecycle Index 2025		714,988
Lifecycle Index 2030		793,248
Lifecycle Index 2035		807,303
Lifecycle Index 2040		1,036,095
Lifecycle Index 2045		392,746
Lifecycle Index 2050		239,676
Lifecycle Index 2055		49,309

For the year ended May 31, 2014, the Lifecycle Index Funds designate the following percentages (or the maximum amount allowable) of ordinary income dividends paid as qualified dividends:

Fund	Percentage
Lifecycle Index Retirement Income		27.54	%
Lifecycle Index 2010		30.12	%
Lifecycle Index 2015		34.42	%
Lifecycle Index 2020		42.16	%
Lifecycle Index 2025		48.44	%
Lifecycle Index 2030		52.95	%
Lifecycle Index 2035		59.54	%
Lifecycle Index 2040		62.20	%
Lifecycle Index 2045		68.24	%
Lifecycle Index 2050		66.67	%
Lifecycle Index 2055		66.56	%

For the year ended May 31, 2014, the Lifecycle Index Funds designated the following percentages (or maximum amount allowable) of ordinary income dividends paid as qualifying for the corporate dividends received deduction:

Fund	Percentage
Lifecycle Index Retirement Income		18.46	%
Lifecycle Index 2010		20.45	%
Lifecycle Index 2015		23.20	%
Lifecycle Index 2020		28.27	%
Lifecycle Index 2025		32.31	%
Lifecycle Index 2030		35.20	%
Lifecycle Index 2035		39.41	%
Lifecycle Index 2040		41.10	%
Lifecycle Index 2045		45.07	%
Lifecycle Index 2050		44.06	%
Lifecycle Index 2055		44.02	%

96	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

concluded

For the year ended May 31, 2014, 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 Fund	$	55,606		$0.02369
Lifecycle Index 2010 Fund		284,811		0.02914
Lifecycle Index 2015 Fund		600,615		0.03383
Lifecycle Index 2020 Fund		982,243		0.04006
Lifecycle Index 2025 Fund		1,109,032		0.04675
Lifecycle Index 2030 Fund		1,277,548		0.05378
Lifecycle Index 2035 Fund		1,401,437		0.06095
Lifecycle Index 2040 Fund		1,797,599		0.06595
Lifecycle Index 2045 Fund		742,570		0.06540
Lifecycle Index 2050 Fund		472,452		0.06548
Lifecycle Index 2055 Fund		95,338		0.05203

For the year ended May 31, 2014, 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	$	3,589		$0.00153
Lifecycle Index 2010 Fund		18,380		0.00188
Lifecycle Index 2015 Fund		38,767		0.00218
Lifecycle Index 2020 Fund		63,400		0.00259
Lifecycle Index 2025 Fund		71,584		0.00302
Lifecycle Index 2030 Fund		82,492		0.00347
Lifecycle Index 2035 Fund		90,420		0.00393
Lifecycle Index 2040 Fund		116,030		0.00426
Lifecycle Index 2045 Fund		47,930		0.00422
Lifecycle Index 2050 Fund		30,487		0.00423
Lifecycle Index 2055 Fund		6,154		0.00336

By early 2015, 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 adviser.

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

Additional information about index providers (unaudited)

Russell Indexes

MSCI Indexes

98	2014 Annual Report ■ TIAA-CREF Lifecycle Index Funds

concluded

TIAA-CREF Lifecycle Index Funds ■ 2014 Annual Report

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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.

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	2014 Annual Report TIAA-CREF Lifestyle Funds of the TIAA-CREF Funds May 31, 2014
	Contents

	Understanding your Lifestyle Funds report	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	36
	Notes to financial statements	40
	Report of independent registered public accounting firm	49
	Trustees and officers	50
	Renewal of investment management agreement	57
	Important tax information	65
	Additional information about index providers	67
	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 twelve months ended May 31, 2014. 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, 2014.
	•	The financial statements provide detailed information about the operations and financial condition of each fund.

2	2014 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 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 the last day of February 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 ■ 2014 Annual Report

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 43 developed and emerging market countries, 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. 1–3 Year Government/Credit Bond Index measures the performance of U.S. Treasury and agency securities and corporate bonds with 1- to 3-year maturities.*

*	On January 1, 2014, the Barclays U.S. 1–3 Year Government/Credit Bond Index replaced the Barclays U.S. 1–5 Year Government/Credit Bond Index as the Short-Term Bond Fund’s benchmark.

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

2014 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 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, 2013–May 31, 2014).

Actual expenses

Hypothetical example for comparison purposes

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Important information about expenses

Expense examples

Six months ended May 31, 2014

Lifestyle Funds	Beginning account value		Ending account value		Expenses paid during period	*	Effective expenses paid during period	^†
Institutional Class	(12/1/13	)	(5/31/14	)	(12/1/13–5/31/14	)	(12/1/13–5/31/14	)

Income Fund actual return	$1,000.00		$1,027.82		$0.51		$2.22
5% annual hypothetical return	1,000.00		1,024.43		0.50		2.22


Conservative Fund actual return	$1,000.00		$1,036.04		$0.51		$2.49
5% annual hypothetical return	1,000.00		1,024.43		0.50		2.47


Moderate Fund actual return	$1,000.00		$1,044.11		$0.51		$2.70
5% annual hypothetical return	1,000.00		1,024.43		0.50		2.67


Growth Fund actual return	$1,000.00		$1,045.69		$0.51		$2.86
5% annual hypothetical return	1,000.00		1,024.43		0.50		2.82


Aggressive Growth Fund actual return	$1,000.00		$1,046.68		$0.51		$3.01
5% annual hypothetical return	1,000.00		1,024.43		0.50		2.97

The amounts in the “Expenses paid during period” column are based on each 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 182/365. There were 182 days in the six months ended May 31, 2014. 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 the fund’s 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 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 0.44% for the Income Fund; 0.49% for the Conservative Fund; 0.53% for the Moderate Fund; 0.56% for the Growth Fund; and 0.59% for the Aggressive Growth Fund.

6	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

continued

Expense examples

Six months ended May 31, 2014

Lifestyle Funds	Beginning account value		Ending account value		Expenses paid during period	*	Effective expenses paid during period	^†
Premier Class	(12/1/13	)	(5/31/14	)	(12/1/13–5/31/14	)	(12/1/13–5/31/14	)

Income Fund actual return	$1,000.00		$1,027.92		$1.26		$2.98
5% annual hypothetical return	1,000.00		1,023.68		1.26		2.97


Conservative Fund actual return	$1,000.00		$1,035.14		$1.27		$3.25
5% annual hypothetical return	1,000.00		1,023.68		1.26		3.23


Moderate Fund actual return	$1,000.00		$1,043.28		$1.27		$3.46
5% annual hypothetical return	1,000.00		1,023.68		1.26		3.43


Growth Fund actual return	$1,000.00		$1,044.78		$1.27		$3.62
5% annual hypothetical return	1,000.00		1,023.68		1.26		3.58


Aggressive Growth Fund actual return	$1,000.00		$1,045.68		$1.28		$3.77
5% annual hypothetical return	1,000.00		1,023.68		1.26		3.73

The amounts in the “Expenses paid during period” column are based on each 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 182/365. There were 182 days in the six months ended May 31, 2014. 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 the fund’s 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 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 0.59% for the Income Fund; 0.64% for the Conservative Fund; 0.68% for the Moderate Fund; 0.71% for the Growth Fund; and 0.74% for the Aggressive Growth Fund.

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Important information about expenses

Expense examples

Six months ended May 31, 2014

Lifestyle Funds	Beginning account value		Ending account value		Expenses paid during period	*	Effective expenses paid during period	^†
Retirement Class	(12/1/13	)	(5/31/14	)	(12/1/13–5/31/14	)	(12/1/13–5/31/14	)

Income Fund actual return	$1,000.00		$1,026.58		$1.77		$3.49
5% annual hypothetical return	1,000.00		1,023.19		1.77		3.48


Conservative Fund actual return	$1,000.00		$1,034.87		$1.78		$3.75
5% annual hypothetical return	1,000.00		1,023.19		1.77		3.73


Moderate Fund actual return	$1,000.00		$1,042.94		$1.78		$3.97
5% annual hypothetical return	1,000.00		1,023.19		1.77		3.93


Growth Fund actual return	$1,000.00		$1,044.53		$1.78		$4.13
5% annual hypothetical return	1,000.00		1,023.19		1.77		4.08


Aggressive Growth Fund actual return	$1,000.00		$1,044.86		$1.78		$4.28
5% annual hypothetical return	1,000.00		1,023.19		1.77		4.23

The amounts in the “Expenses paid during period” column are based on each 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 182/365. There were 182 days in the six months ended May 31, 2014. 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 the fund’s 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 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 0.69% for the Income Fund; 0.74% for the Conservative Fund; 0.78% for the Moderate Fund; 0.81% for the Growth Fund; and 0.84% for the Aggressive Growth Fund.

8	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

concluded

Expense examples

Six months ended May 31, 2014

Lifestyle Funds	Beginning account value		Ending account value		Expenses paid during period	*	Effective expenses paid during period	^†
Retail Class	(12/1/13	)	(5/31/14	)	(12/1/13– 5/31/14	)	(12/1/13–5/31/14	)

Income Fund actual return	$1,000.00		$1,026.50		$1.92		$3.64
5% annual hypothetical return	1,000.00		1,023.04		1.92		3.63


Conservative Fund actual return	$1,000.00		$1,034.73		$1.98		$3.91
5% annual hypothetical return	1,000.00		1,022.99		1.97		3.88


Moderate Fund actual return	$1,000.00		$1,042.79		$1.99		$4.18
5% annual hypothetical return	1,000.00		1,022.99		1.97		4.13


Growth Fund actual return	$1,000.00		$1,043.57		$2.04		$4.38
5% annual hypothetical return	1,000.00		1,022.94		2.02		4.33


Aggressive Growth Fund actual return	$1,000.00		$1,044.35		$2.24		$4.74
5% annual hypothetical return	1,000.00		1,022.74		2.22		4.68

The amounts in the “Expenses paid during period” column are based on each 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 182/365. There were 182 days in the six months ended May 31, 2014. 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 the fund’s performance lower. The expense ratio for the period was 0.38% for the Income Fund; 0.39% for the Conservative and Moderate Funds; 0.40% for the Growth Fund; and 0.44% 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 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 0.72% for the Income Fund; 0.77% for the Conservative Fund; 0.82% for the Moderate Fund; 0.86% for the Growth Fund; and 0.93% for the Aggressive Growth Fund.

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Investment results of the Lifestyle Funds

Performance for the twelve months ended May 31, 2014

For the twelve-month reporting period, three of the five TIAA-CREF Lifestyle Funds outperformed their respective composite benchmarks. Institutional Class returns ranged from 5.47% for the Income Fund to 18.34% for the Aggressive Growth Fund. The tables on the following pages show returns for all share classes of the funds.

Markets fluctuate but many end higher

Despite mixed economic signals in many parts of the world, most markets rose for the twelve months. The period began with U.S. stock and bond markets faltering in June 2013, triggered by concerns that the Federal Reserve (“Fed”) might start unwinding its quantitative easing policies sooner than anticipated. Equities rose in the final several months of 2013 as those concerns about easing subsided and economic reports signaled a pickup in the U.S. economy. During that time, European stocks, boosted by a more accommodative monetary policy from the European Central Bank, fueled gains in developed markets overseas.

As 2014 progressed, some areas of the U.S. economy improved, the Fed reaffirmed its low interest rate policy, many corporate earnings reports exceeded expectations, and stocks regained their footing. By period-end, unemployment had dropped to 6.3%. Outside the United States, equities rose in anticipation of interest rate cuts.

10	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

Funds benefit from equity markets gains

All five Lifestyle Funds generated positive returns for the twelve-month period helped by robust performance in the U.S. and international equity markets.

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 funds that in turn buy stocks, bonds and other securities in these market sectors.

For the period, the funds’ absolute returns—that is, without regard to the performance of their respective composite benchmarks—were lifted by the U.S. and international equity sectors. Within U.S. equity, the Large-Cap Growth and Mid-Cap Value funds had the best returns. The Enhanced International Equity Index and International Equity funds were the top international equity performers.

Exposure to fixed income aids relative performance

The Lifestyle Income, Conservative and Moderate funds outpaced their respective composite benchmarks driven by the fixed-income sector. The Growth and Aggressive Growth funds trailed their composite benchmarks hurt by underperforming foreign and domestic stocks.

Fixed income made the biggest contribution to four of the five Lifestyle Funds’ relative performance. In particular, the Bond Plus Fund outperformed the Barclays U.S. Aggregate Bond Index by nearly one percentage point.

Within U.S. equity, the Large-Cap Growth Fund made the biggest contribution, eclipsing the Russell 1000^® Growth Index by over one percentage point. The Small-Cap Equity Fund surpassed its benchmark by over two-and-a-half percentage points. In contrast, the Large-Cap Value and Enhanced Large-Cap Growth Index funds lagged their respective benchmarks.

The international equity segment weighed on returns relative to each Lifestyle fund’s composite benchmark, affecting the Growth and Aggressive Growth funds the most. Notable detractors were the International Opportunities and Emerging Markets Equity funds, which underperformed their respective benchmarks. These negative effects were partly offset by positive relative results from the Enhanced International Equity Index and International Equity funds. (Returns of the Lifestyle Funds’ underlying funds can be found at www.tiaa-cref.org/performance.)

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Lifestyle Income Fund

Performance as of May 31, 2014

		Total return		Average annual total return
Lifestyle Income Fund	Inception date	1 year		since inception

Institutional Class	12/9/2011	5.47	%	6.59	%
Premier Class	12/9/2011	5.32		6.45
Retirement Class	12/9/2011	5.23		6.34
Retail Class	12/9/2011	5.20		6.29

Lifestyle Income Fund Composite Index*	—	5.05		5.37	^†


Broad market index
Barclays U.S. Aggregate Bond Index	—	2.71		2.71	^†

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

On May 31, 2014, the Lifestyle Income Fund Composite Index consisted of: 40.0% Barclays U.S. Aggregate Bond Index; 40.0% Barclays U.S. 1–3 Year Government/Credit Bond Index; 14.0% Russell 3000^® Index; and 6.0% 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.

12	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

Lifestyle Income Fund

$10,000 invested at fund’s inception

Institutional Class (inception December 9, 2011)

Asset allocation
	% of net assets as of 5/31/2014

Equity

U.S. equity		13.6	%

International equity		6.5

Fixed income

Fixed income		39.9

Short-term fixed income		39.8


Other assets & liabilities, net		0.2


Total		100.0

Target allocation

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Lifestyle Conservative Fund

Performance as of May 31, 2014


		Total return		Average annual total return
Lifestyle Conservative Fund	Inception date	1 year		since inception

Institutional Class	12/9/2011	8.82	%	10.23	%
Premier Class	12/9/2011	8.66		10.07
Retirement Class	12/9/2011	8.59		9.95
Retail Class	12/9/2011	8.55		9.91


Lifestyle Conservative Fund Composite Index*	—	8.60		8.94	^†


Broad market index
Barclays U.S. Aggregate Bond Index	—	2.71		2.71	^†

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

*	On May 31, 2014, the Lifestyle Conservative Fund Composite Index consisted of: 40.0% Barclays U.S. Aggregate Bond Index; 28.0% Russell 3000^® Index; 20.0% Barclays U.S. 1–3 Year Government/Credit Bond Index; and 12.0% 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.

14	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

Lifestyle Conservative Fund

$10,000 invested at fund’s inception

Institutional Class (inception December 9, 2011)

Asset allocation
	% of net assets
	as of 5/31/2014

Equity

U.S. equity		27.6	%

International equity		12.5

Fixed income

Fixed income		39.8

Short-term fixed income		19.9


Other assets & liabilities, net		0.2


Total		100.0

Target allocation

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Lifestyle Moderate Fund

Performance as of May 31, 2014

		Total return		Average annual total return


Lifestyle Moderate Fund	Inception date	1 year		since inception


Institutional Class	12/9/2011	12.29	%	13.92	%
Premier Class	12/9/2011	12.22		13.77
Retirement Class	12/9/2011	12.06		13.65
Retail Class	12/9/2011	12.01		13.60


Lifestyle Moderate Fund Composite Index*	—	12.21		12.58	^†


Broad market index
Russell 3000^® Index	—	20.57		21.65	^†

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

*	On May 31, 2014, the Lifestyle Moderate Fund Composite Index consisted of: 42.0% Russell 3000 Index; 40.0% Barclays U.S. Aggregate Bond Index; and 18.0% 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.

16	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

Lifestyle Moderate Fund

$10,000 invested at fund’s inception

Institutional Class (inception December 9, 2011)

Asset allocation


	% of net assets as of 5/31/2014


Equity
U.S. equity	41.5	%
International equity	18.4
Fixed income	39.9


Other assets & liabilities, net	0.2


Total	100.0

Target allocation

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Lifestyle Growth Fund

Performance as of May 31, 2014

		Total return		Average annual total return


Lifestyle Growth Fund	Inception date	1 year		since inception


Institutional Class	12/9/2011	15.28	%	16.87	%
Premier Class	12/9/2011	15.01		16.70
Retirement Class	12/9/2011	14.91		16.58
Retail Class	12/9/2011	14.81		16.49


Lifestyle Growth Fund Composite Index*	—	15.47		15.96	^†


Broad market index
Russell 3000^® Index	—	20.57		21.65	^†

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

*	On May 31, 2014, 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	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

Lifestyle Growth Fund

$10,000 invested at fund’s inception

Institutional Class (inception December 9, 2011)

Asset allocation


	% of net assets as of 5/31/2014


Equity
U.S. equity	55.4	%
International equity	24.4
Fixed income	19.9


Other assets & liabilities, net	0.3


Total	100.0

Target allocation

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Lifestyle Aggressive Growth Fund

Performance as of May 31, 2014

		Total return		Average annual total return


Lifestyle Aggressive Growth Fund	Inception date	1 year		since inception


Institutional Class	12/9/2011	18.34	%	19.82	%
Premier Class	12/9/2011	18.16		19.64
Retirement Class	12/9/2011	18.00		19.51
Retail Class	12/9/2011	17.86		19.42


Lifestyle Aggressive Growth Fund Composite Index*	—	18.78		19.37	^†


Broad market index
Russell 3000^® Index	—	20.57		21.65	^†

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

*	On May 31, 2014, 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	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

Lifestyle Aggressive Growth Fund

$10,000 invested at fund’s inception

Institutional Class (inception December 9, 2011)

Asset allocation


	% of net assets as of 5/31/2014


Equity
U.S. equity	69.5	%
International equity	30.4


Other assets & liabilities, net	0.1


Total	100.0

Target allocation

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Portfolio of investments

Lifestyle Income Fund ■ May 31, 2014

Shares	Security		Value	% of net assets

TIAA-CREF FUNDS — 99.8% (a)

FIXED INCOME — 39.9%
681,257	TIAA-CREF Bond Fund	$	7,200,882	18.0	%
744,157	TIAA-CREF Bond Plus Fund		7,992,250	19.9
76,245	TIAA-CREF High-Yield Fund		796,759	2.0
	TOTAL FIXED INCOME		15,989,891	39.9
INTERNATIONAL EQUITY — 6.5%
54,269	TIAA-CREF Emerging Markets Equity Fund		603,474	1.5
49,653	TIAA-CREF Enhanced International Equity Index Fund		419,568	1.0
12,907	TIAA-CREF Global Natural Resources Fund		130,749	0.3
65,708	TIAA-CREF International Equity Fund		787,186	2.0
60,820	TIAA-CREF International Opportunities Fund		672,666	1.7
	TOTAL INTERNATIONAL EQUITY		2,613,643	6.5
SHORT-TERM FIXED INCOME — 39.8%
2,993	TIAA-CREF Money Market Fund		2,993	0.0
1,525,658	TIAA-CREF Short-Term Bond Fund		15,927,872	39.8
	TOTAL SHORT-TERM FIXED INCOME		15,930,865	39.8
U.S. EQUITY — 13.6%
44,279	TIAA-CREF Enhanced Large-Cap Growth Index Fund		510,092	1.3
45,806	TIAA-CREF Enhanced Large-Cap Value Index Fund		492,875	1.2
95,911	TIAA-CREF Growth & Income Fund		1,186,424	2.9
92,772	TIAA-CREF Large-Cap Growth Fund		1,417,557	3.5
75,434	TIAA-CREF Large-Cap Value Fund		1,365,362	3.4
1,671	TIAA-CREF Mid-Cap Growth Fund		38,628	0.1
1,178	TIAA-CREF Mid-Cap Value Fund		28,512	0.1
23,006	TIAA-CREF Small-Cap Equity Fund		430,445	1.1
	TOTAL U.S. EQUITY		5,469,895	13.6
	TOTAL TIAA-CREF FUNDS (Cost $38,607,505)		40,004,294	99.8

	TOTAL PORTFOLIO (Cost $38,607,505)		40,004,294	99.8
	OTHER ASSETS & LIABILITIES, NET		74,584	0.2
	NET ASSETS	$	40,078,878	100.0	%

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

2014 Annual Report ■ TIAA-CREF Lifestyle Funds

See notes to financial statements

Portfolio of investments

Lifestyle Conservative Fund ■ May 31, 2014

Shares	Security		Value	% of net assets

TIAA-CREF FUNDS — 99.8% (a)

FIXED INCOME — 39.8%
592,922	TIAA-CREF Bond Fund	$	6,267,190	8.0	%
2,175,755	TIAA-CREF Bond Plus Fund		23,367,610	29.8
149,465	TIAA-CREF High-Yield Fund		1,561,905	2.0
	TOTAL FIXED INCOME		31,196,705	39.8
INTERNATIONAL EQUITY — 12.5%
172,079	TIAA-CREF Emerging Markets Equity Fund		1,913,523	2.4
216,159	TIAA-CREF Enhanced International Equity Index Fund		1,826,544	2.3
50,666	TIAA-CREF Global Natural Resources Fund		513,250	0.7
255,445	TIAA-CREF International Equity Fund		3,060,230	3.9
225,423	TIAA-CREF International Opportunities Fund		2,493,181	3.2
	TOTAL INTERNATIONAL EQUITY		9,806,728	12.5
SHORT-TERM FIXED INCOME — 19.9%
4,722	TIAA-CREF Money Market Fund		4,722	0.0
1,497,273	TIAA-CREF Short-Term Bond Fund		15,631,526	19.9
	TOTAL SHORT-TERM FIXED INCOME		15,636,248	19.9
U.S. EQUITY — 27.6%
183,521	TIAA-CREF Enhanced Large-Cap Growth Index Fund		2,114,162	2.7
189,885	TIAA-CREF Enhanced Large-Cap Value Index Fund		2,043,161	2.6
373,443	TIAA-CREF Growth & Income Fund		4,619,489	5.9
360,859	TIAA-CREF Large-Cap Growth Fund		5,513,932	7.0
295,060	TIAA-CREF Large-Cap Value Fund		5,340,590	6.8
9,100	TIAA-CREF Mid-Cap Growth Fund		210,397	0.3
7,065	TIAA-CREF Mid-Cap Value Fund		170,964	0.2
90,102	TIAA-CREF Small-Cap Equity Fund		1,685,808	2.1
	TOTAL U.S. EQUITY		21,698,503	27.6
	TOTAL TIAA-CREF FUNDS (Cost $74,199,376)		78,338,184	99.8

	TOTAL PORTFOLIO (Cost $74,199,376)		78,338,184	99.8
	OTHER ASSETS & LIABILITIES, NET		129,766	0.2
	NET ASSETS	$	78,467,950	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 ■ 2014 Annual Report

Portfolio of investments

Lifestyle Moderate Fund ■ May 31, 2014

Shares	Security		Value	% of net assets

TIAA-CREF FUNDS — 99.8% (a)

FIXED INCOME — 39.9%
3,604,050	TIAA-CREF Bond Plus Fund	$	38,707,494	37.9	%
194,084	TIAA-CREF High-Yield Fund		2,028,178	2.0
	TOTAL FIXED INCOME		40,735,672	39.9
INTERNATIONAL EQUITY — 18.4%
310,587	TIAA-CREF Emerging Markets Equity Fund		3,453,727	3.4
435,584	TIAA-CREF Enhanced International Equity Index Fund		3,680,683	3.6
98,232	TIAA-CREF Global Natural Resources Fund		995,088	1.0
496,061	TIAA-CREF International Equity Fund		5,942,807	5.8
430,166	TIAA-CREF International Opportunities Fund		4,757,631	4.6
	TOTAL INTERNATIONAL EQUITY		18,829,936	18.4
SHORT-TERM FIXED INCOME — 0.0%
6,346	TIAA-CREF Money Market Fund		6,346	0.0
	TOTAL SHORT-TERM FIXED INCOME		6,346	0.0
U.S. EQUITY — 41.5%
353,619	TIAA-CREF Enhanced Large-Cap Growth Index Fund		4,073,689	4.0
366,577	TIAA-CREF Enhanced Large-Cap Value Index Fund		3,944,367	3.9
725,707	TIAA-CREF Growth & Income Fund		8,976,999	8.8
701,860	TIAA-CREF Large-Cap Growth Fund		10,724,422	10.5
573,270	TIAA-CREF Large-Cap Value Fund		10,376,182	10.1
23,751	TIAA-CREF Mid-Cap Growth Fund		549,122	0.5
19,469	TIAA-CREF Mid-Cap Value Fund		471,155	0.5
174,518	TIAA-CREF Small-Cap Equity Fund		3,265,227	3.2
	TOTAL U.S. EQUITY		42,381,163	41.5
	TOTAL TIAA-CREF FUNDS (Cost $95,111,973)		101,953,117	99.8

	TOTAL PORTFOLIO (Cost $95,111,973)		101,953,117	99.8
	OTHER ASSETS & LIABILITIES, NET		181,806	0.2
	NET ASSETS	$	102,134,923	100.0	%

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

2014 Annual Report ■ TIAA-CREF Lifestyle Funds

See notes to financial statements

Portfolio of investments

Lifestyle Growth Fund ■ May 31, 2014

				% of net
Shares	Security	Value		assets

TIAA-CREF FUNDS — 99.7% (a)
FIXED INCOME — 19.9%
837,311	TIAA-CREF Bond Plus Fund	$	8,992,716		17.9	%
94,668	TIAA-CREF High-Yield Fund		989,284		2.0
	TOTAL FIXED INCOME		9,982,000		19.9
INTERNATIONAL EQUITY — 24.4%
194,232	TIAA-CREF Emerging Markets Equity Fund		2,159,856		4.3
291,075	TIAA-CREF Enhanced International Equity Index Fund		2,459,587		4.9
64,492	TIAA-CREF Global Natural Resources Fund		653,308		1.3
324,385	TIAA-CREF International Equity Fund		3,886,128		7.8
278,491	TIAA-CREF International Opportunities Fund		3,080,114		6.1
	TOTAL INTERNATIONAL EQUITY		12,238,993		24.4
SHORT-TERM FIXED INCOME — 0.0%
3,306	TIAA-CREF Money Market Fund		3,306		0.0
	TOTAL SHORT-TERM FIXED INCOME		3,306		0.0
U.S. EQUITY — 55.4%
231,203	TIAA-CREF Enhanced Large-Cap Growth Index Fund		2,663,455		5.3
239,073	TIAA-CREF Enhanced Large-Cap Value Index Fund		2,572,429		5.1
474,886	TIAA-CREF Growth & Income Fund		5,874,334		11.7
458,457	TIAA-CREF Large-Cap Growth Fund		7,005,224		14.0
375,081	TIAA-CREF Large-Cap Value Fund		6,788,966		13.5
17,533	TIAA-CREF Mid-Cap Growth Fund		405,355		0.8
14,650	TIAA-CREF Mid-Cap Value Fund		354,533		0.7
114,696	TIAA-CREF Small-Cap Equity Fund		2,145,971		4.3
	TOTAL U.S. EQUITY		27,810,267		55.4
	TOTAL TIAA-CREF FUNDS (Cost $44,414,317)		50,034,566		99.7

	TOTAL PORTFOLIO (Cost $44,414,317)		50,034,566		99.7
	OTHER ASSETS & LIABILITIES, NET		148,735		0.3
	NET ASSETS	$	50,183,301		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 ■ 2014 Annual Report

Portfolio of investments

Lifestyle Aggressive Growth Fund ■ May 31, 2014

				% of net
Shares	Security	Value		assets

TIAA-CREF FUNDS — 99.9% (a)
INTERNATIONAL EQUITY — 30.4%
211,181	TIAA-CREF Emerging Markets Equity Fund	$	2,348,330		5.3	%
327,727	TIAA-CREF Enhanced International Equity Index Fund		2,769,296		6.2
71,859	TIAA-CREF Global Natural Resources Fund		727,936		1.6
361,624	TIAA-CREF International Equity Fund		4,332,253		9.7
309,169	TIAA-CREF International Opportunities Fund		3,419,404		7.6
	TOTAL INTERNATIONAL EQUITY		13,597,219		30.4
SHORT-TERM FIXED INCOME — 0.0%
4,048	TIAA-CREF Money Market Fund		4,048		0.0
	TOTAL SHORT-TERM FIXED INCOME		4,048		0.0
U.S. EQUITY — 69.5%
256,930	TIAA-CREF Enhanced Large-Cap Growth Index Fund		2,959,829		6.6
265,992	TIAA-CREF Enhanced Large-Cap Value Index Fund		2,862,070		6.4
528,469	TIAA-CREF Growth & Income Fund		6,537,160		14.6
511,871	TIAA-CREF Large-Cap Growth Fund		7,821,384		17.5
418,448	TIAA-CREF Large-Cap Value Fund		7,573,903		16.9
20,878	TIAA-CREF Mid-Cap Growth Fund		482,691		1.1
17,579	TIAA-CREF Mid-Cap Value Fund		425,401		1.0
127,719	TIAA-CREF Small-Cap Equity Fund		2,389,618		5.4
	TOTAL U.S. EQUITY		31,052,056		69.5
	TOTAL TIAA-CREF FUNDS (Cost $38,148,115)		44,653,323		99.9

	TOTAL PORTFOLIO (Cost $38,148,115)		44,653,323		99.9
	OTHER ASSETS & LIABILITIES, NET		58,126		0.1
	NET ASSETS	$	44,711,449		100.0	%

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

2014 Annual Report ■ TIAA-CREF Lifestyle Funds

See notes to financial statements

[This page intentionally left blank.]

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Statements of assets and liabilities

TIAA-CREF Lifestyle Funds ■ May 31, 2014

	Lifestyle Income Fund			Lifestyle Conservative Fund			Lifestyle Moderate Fund			Lifestyle Growth Fund			Lifestyle Aggressive Growth Fund

ASSETS
Affiliated investments, at value^‡		$	40,004,294		$	78,338,184		$	101,953,117		$	50,034,566		$	44,653,323
Cash			46,038			193,651			400,354			111,873			127,268
Receivable from Fund shares sold			50,117			78,457			115,805			120,271			33,037
Dividends receivable			53,517			88,151			94,618			24,311			—
Due from affiliates			1,410			1,518			—			1,517			1,431
Other			393			572			651			439			413
Total assets			40,155,769			78,700,533			102,564,545			50,292,977			44,815,472

LIABILITIES
Management fees payable			438			855			1,114			548			488
Service agreement fees payable			300			491			887			457			530
Distribution fees payable			5,598			11,652			13,661			6,376			4,542
Due to affiliates			512			885			2,208			585			557
Payable for securities transactions			56,000			197,500			386,000			84,000			82,250
Payable for Fund shares redeemed			—			300			1,000			1,000			—
Accrued expenses and other payables			14,043			20,900			24,752			16,710			15,656
Total liabilities			76,891			232,583			429,622			109,676			104,023

NET ASSETS		$	40,078,878		$	78,467,950		$	102,134,923		$	50,183,301		$	44,711,449

NET ASSETS CONSIST OF:
Paid-in-capital		$	38,369,606		$	73,385,428		$	93,784,052		$	43,588,931		$	37,211,377
Undistributed net investment income (loss)			81,199			127,784			125,014			58,440			(37,682	)
Accumulated net realized gain (loss) on total investments			231,284			815,930			1,384,713			915,681			1,032,546
Net unrealized appreciation (depreciation) on total investments			1,396,789			4,138,808			6,841,144			5,620,249			6,505,208

NET ASSETS		$	40,078,878		$	78,467,950		$	102,134,923		$	50,183,301		$	44,711,449

INSTITUTIONAL CLASS:
Net assets		$	1,712,062		$	3,103,466		$	2,506,168		$	1,782,919		$	2,569,849
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)			155,622			259,672			193,783			129,710			176,033
Net asset value per share			$11.00			$11.95			$12.93			$13.75			$14.60

PREMIER CLASS:
Net assets		$	1,167,113		$	1,268,064		$	1,376,053		$	1,465,433		$	1,558,977
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)			106,125			106,134			106,450			106,686			106,870
Net asset value per share			$11.00			$11.95			$12.93			$13.74			$14.59

RETIREMENT CLASS:
Net assets		$	10,981,310		$	18,039,377		$	32,654,686		$	16,575,415		$	19,482,784
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)			998,532			1,510,699			2,527,621			1,208,374			1,338,037
Net asset value per share			$11.00			$11.94			$12.92			$13.72			$14.56

RETAIL CLASS:
Net assets		$	26,218,393		$	56,057,043		$	65,598,016		$	30,359,534		$	21,099,839
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)			2,384,004			4,695,361			5,078,902			2,215,336			1,449,952
Net asset value per share			$11.00			$11.94			$12.92			$13.70			$14.55
^‡ Affiliated investments, cost		$	38,607,505		$	74,199,376		$	95,111,973		$	44,414,317		$	38,148,115

2014 Annual Report ■ TIAA-CREF Lifestyle Funds

See notes to financial statements

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Statements of operations

TIAA-CREF Lifestyle Funds ■ For the year ended May 31, 2014

	Lifestyle Income Fund			Lifestyle Conservative Fund			Lifestyle Moderate Fund			Lifestyle Growth Fund			Lifestyle Aggressive Growth Fund

INVESTMENT INCOME
Dividends from affiliated investments	$	572,891		$	1,013,132		$	1,258,981		$	542,988		$	386,328
Total income		572,891			1,013,132			1,258,981			542,988			386,328

EXPENSES
Management fees		30,743			55,053			68,957			36,594			34,031
Shareholder servicing — Institutional Class		205			231			206			205			205
Shareholder servicing — Premier Class		67			99			66			67			67
Shareholder servicing — Retirement Class		22,299			35,133			56,561			32,716			38,070
Shareholder servicing — Retail Class		6,495			14,790			18,262			12,528			13,005
Distribution fees — Premier Class		1,872			2,442			2,108			2,158			2,417
Distribution fees — Retail Class		48,021			93,404			107,636			51,426			38,278
Registration fees		41,492			43,711			44,185			42,396			41,329
Professional fees		22,976			23,089			23,178			23,021			22,975
Shareholder reports		18,961			26,698			30,109			20,606			19,556
Custody and accounting fees		15,669			15,647			15,701			15,649			15,538
Administrative service fees		2,370			4,008			4,985			2,681			2,525
Trustee fees and expenses		244			422			523			279			265
Other expenses		23,780			27,122			29,466			24,399			27,401
Total expenses		235,194			341,849			401,943			264,725			255,662
Less: Expenses reimbursed by the investment adviser		(126,523	)		(141,297	)		(148,695	)		(130,704	)		(129,947	)
Net expenses		108,671			200,552			253,248			134,021			125,715

Net Investment income (loss)		464,220			812,580			1,005,733			408,967			260,613

NET REALIZED AND UNREALIZED GAIN (LOSS) ON TOTAL INVESTMENTS
Realized gain (loss) from sale of affiliated investments		115,587			283,756			332,644			358,146			403,727
Realized gain distributions from affiliated investments		435,137			1,361,896			2,498,854			1,641,472			1,897,094
Realized gain (loss) from sale of unaffiliated investments		(4,643	)		3,887			(3,342	)		570			13,590
Net realized gain (loss) from investments		546,081			1,649,539			2,828,156			2,000,188			2,314,411
Net change in unrealized appreciation (depreciation) from affiliated investments		662,361			2,296,883			4,029,888			2,550,252			2,838,055
Net realized and unrealized gain (loss) from investments		1,208,442			3,946,422			6,858,044			4,550,440			5,152,466
Net increase (decrease) in net assets from operations	$	1,672,662		$	4,759,002		$	7,863,777		$	4,959,407		$	5,413,079

2014 Annual Report ■ TIAA-CREF Lifestyle Funds

See notes to financial statements

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Statements of changes in net assets

TIAA-CREF Lifestyle Funds ■ For the year ended

		Lifestyle Income Fund						Lifestyle Conservative Fund						Lifestyle Moderate Fund
		May 31, 2014			May 31, 2013			May 31, 2014			May 31, 2013			May 31, 2014			May 31, 2013

OPERATIONS
Net investment income (loss)		$	464,220		$	272,484		$	812,580		$	355,515		$	1,005,733		$	363,321
Net realized gain (loss) from investments			546,081			260,295			1,649,539			348,084			2,828,156			346,075
Net change in unrealized appreciation (depreciation) from affiliated investments			662,361			548,146			2,296,883			1,629,666			4,029,888			2,587,883
Net increase (decrease) in net assets from operations			1,672,662			1,080,925			4,759,002			2,333,265			7,863,777			3,297,279

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income:	Institutional Class		(34,957	)		(27,865	)		(61,731	)		(26,163	)		(62,701	)		(27,335	)
	Premier Class		(25,308	)		(27,705	)		(33,692	)		(35,475	)		(37,427	)		(25,194	)
	Retirement Class		(175,812	)		(110,500	)		(333,883	)		(119,706	)		(642,842	)		(138,797	)
	Retail Class		(379,800	)		(174,583	)		(870,628	)		(242,559	)		(1,195,290	)		(237,289	)
From realized gains:	Institutional Class		(14,161	)		(2,063	)		(20,727	)		(1,262	)		(17,602	)		(762	)
	Premier Class		(9,654	)		(2,315	)		(9,806	)		(1,860	)		(10,571	)		(746	)
	Retirement Class		(76,597	)		(9,822	)		(114,947	)		(6,641	)		(195,743	)		(4,373	)
	Retail Class		(169,340	)		(15,863	)		(305,112	)		(13,754	)		(365,708	)		(7,619	)
Total distributions			(885,629	)		(370,716	)		(1,750,526	)		(447,420	)		(2,527,884	)		(442,115	)

SHAREHOLDER TRANSACTIONS
Subscriptions:	Institutional Class		511,711			328,104			1,528,055			394,019			886,219			183,663
	Premier Class		39,988			199,994			290,512			78,649			276,701			26,513
	Retirement Class		5,229,975			3,296,023			10,190,680			4,777,505			21,038,141			8,093,022
	Retail Class		15,195,298			9,177,985			37,468,503			16,085,604			46,627,570			15,314,999
Reinvestments of distributions:	Institutional Class		49,118			29,928			82,458			27,425			80,303			28,097
	Premier Class		34,962			30,020			43,498			37,335			47,998			25,940
	Retirement Class		252,409			120,322			448,830			126,347			838,585			143,170
	Retail Class		520,240			186,285			1,132,910			241,035			1,541,357			241,096
Redemptions:	Institutional Class		(319,953	)		—			(123,140	)		(50,190	)		(26,534	)		—
	Premier Class		(287,601	)		—			(929,708	)		(15,148	)		(323,057	)		—
	Retirement Class		(1,568,150	)		(942,196	)		(2,370,035	)		(633,850	)		(3,272,915	)		(1,124,365	)
	Retail Class		(3,672,257	)		(1,031,543	)		(6,058,240	)		(1,551,190	)		(7,699,017	)		(1,968,390	)
Net increase (decrease) from shareholder transactions			15,985,740			11,394,922			41,704,323			19,517,541			60,015,351			20,963,745
Net increase (decrease) in net assets			16,772,773			12,105,131			44,712,799			21,403,386			65,351,244			23,818,909

NET ASSETS
Beginning of period			23,306,105			11,200,974			33,755,151			12,351,765			36,783,679			12,964,770
End of period		$	40,078,878		$	23,306,105		$	78,467,950		$	33,755,151		$	102,134,923		$	36,783,679
Undistributed net investment income (loss) included in net assets		$	81,199		$	48,789		$	127,784		$	53,436		$	125,014		$	39,595

CHANGE IN FUND SHARES
Shares sold:	Institutional Class		46,900			30,800			129,368			35,259			70,765			15,746
	Premier Class		3,758			18,704			25,254			7,231			23,091			2,386
	Retirement Class		484,069			309,739			881,499			431,908			1,691,824			703,402
	Retail Class		1,405,672			863,168			3,226,846			1,459,932			3,746,806			1,338,883
Shares reinvested:	Institutional Class		4,579			2,835			7,127			2,526			6,465			2,518
	Premier Class		3,261			2,844			3,772			3,440			3,868			2,326
	Retirement Class		23,515			11,396			38,825			11,622			67,462			12,803
	Retail Class		48,458			17,624			97,961			22,129			123,965			21,540
Shares redeemed:	Institutional Class		(30,034	)		—			(10,653	)		(4,422	)		(2,093	)		—
	Premier Class		(26,511	)		—			(78,549	)		(1,386	)		(25,558	)		—
	Retirement Class		(144,666	)		(88,654	)		(203,505	)		(57,043	)		(261,003	)		(98,014	)
	Retail Class		(340,370	)		(97,064	)		(519,948	)		(138,625	)		(617,460	)		(178,958	)
Net increase (decrease) from shareholder transactions			1,478,631			1,071,392			3,597,997			1,772,571			4,828,132			1,822,632

2014 Annual Report ■ TIAA-CREF Lifestyle Funds

See notes to financial statements

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Statements of changes in net assets

concluded

TIAA-CREF Lifestyle Funds ■ For the year ended

		Lifestyle Growth Fund						Lifestyle Aggressive Growth Fund
		May 31, 2014			May 31, 2013			May 31, 2014			May 31, 2013

OPERATIONS
Net investment income (loss)		$	408,967		$	240,558		$	260,613		$	181,202
Net realized gain (loss) from investments			2,000,188			291,738			2,314,411			319,301
Net change in unrealized appreciation (depreciation) from affiliated investments			2,550,252			2,815,080			2,838,055			3,444,757
Net increase (decrease) in net assets from operations			4,959,407			3,347,376			5,413,079			3,945,260

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income:	Institutional Class		(51,855	)		(24,213	)		(73,339	)		(20,090	)
	Premier Class		(40,178	)		(21,160	)		(45,781	)		(17,306	)
	Retirement Class		(377,035	)		(96,342	)		(483,608	)		(87,136	)
	Retail Class		(589,584	)		(132,703	)		(483,075	)		(86,426	)
From realized gains:	Institutional Class		(27,111	)		(1,290	)		(44,827	)		(603	)
	Premier Class		(22,186	)		(1,211	)		(29,479	)		(568	)
	Retirement Class		(210,158	)		(5,758	)		(312,993	)		(2,984	)
	Retail Class		(331,556	)		(8,066	)		(317,739	)		(3,141	)
Total distributions			(1,649,663	)		(290,743	)		(1,790,841	)		(218,254	)

SHAREHOLDER TRANSACTIONS
Subscriptions:	Institutional Class		236,413			132,914			786,657			196,787
	Premier Class		39,535			285,255			256,301			224,960
	Retirement Class		7,172,573			5,355,743			9,303,152			5,686,036
	Retail Class		17,012,475			6,582,736			11,338,814			4,235,529
Reinvestments of distributions:	Institutional Class		78,966			25,503			118,166			20,693
	Premier Class		62,364			22,371			75,260			17,874
	Retirement Class		587,193			102,100			796,601			90,120
	Retail Class		912,941			138,583			789,212			88,130
Redemptions:	Institutional Class		(97,458	)		(1,616	)		(41,820	)		(27,317	)
	Premier Class		(353,622	)		(30,575	)		(515,576	)		(26,247	)
	Retirement Class		(2,397,551	)		(748,687	)		(2,813,367	)		(953,313	)
	Retail Class		(2,207,171	)		(644,706	)		(2,755,449	)		(858,691	)
Net increase (decrease) from shareholder transactions			21,046,658			11,219,621			17,337,951			8,694,561
Net increase (decrease) in net assets			24,356,402			14,276,254			20,960,189			12,421,567

NET ASSETS
Beginning of period			25,826,899			11,550,645			23,751,260			11,329,693
End of period		$	50,183,301		$	25,826,899		$	44,711,449		$	23,751,260
Undistributed net investment income (loss) included in net assets		$	58,440		$	25,375		$	(37,682	)	$	(23,545	)

CHANGE IN FUND SHARES
Shares sold:	Institutional Class		17,371			11,425			54,212			16,768
	Premier Class		3,058			24,136			18,149			18,260
	Retirement Class		543,338			450,621			667,786			474,689
	Retail Class		1,286,968			559,937			812,670			353,327
Shares reinvested:	Institutional Class		5,978			2,239			8,422			1,785
	Premier Class		4,721			1,964			5,364			1,542
	Retirement Class		44,484			8,964			56,859			7,775
	Retail Class		69,214			12,178			56,332			7,604
Shares redeemed:	Institutional Class		(7,210	)		(136	)		(2,952	)		(2,202	)
	Premier Class		(27,537	)		(2,890	)		(35,295	)		(2,117	)
	Retirement Class		(182,407	)		(64,145	)		(201,453	)		(78,606	)
	Retail Class		(166,509	)		(55,644	)		(197,410	)		(73,208	)
Net increase (decrease) from shareholder transactions			1,591,469			948,649			1,242,684			725,617

2014 Annual Report ■ TIAA-CREF Lifestyle Funds

See notes to financial statements

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Financial highlights

TIAA-CREF Lifestyle Funds

			Selected per share data															Ratios and supplemental data
				Gain (loss) from investment operations															Ratios to average net assets
	For the		Net asset	Net		Net realized & unrealized		Total gain	Less distributions from				Total		Net asset			Net assets					Net
	period		value,	investment		gain (loss)		(loss) from	Net		Net		dividends		value,			at end of					investment		Portfolio
	or year		beginning	income		on total		investment	investment		realized		and		end of	Total		period	Gross		Net		income		turnover
	ended		of period	(loss	)^a	investments	^j	operations	income		gains		distributions		period	return		(in thousands)	expenses	^e	expenses	^e	(loss	)	rate

LIFESTYLE INCOME FUND
Institutional Class:	5/31/14		$10.76	$0.19		$0.38		$0.57	$(0.24	)	$(0.09	)	$(0.33	)	$11.00	5.47	%	$1,712	0.52	%	0.10	%	1.75	%	16	%
	5/31/13		10.24	0.20		0.60		0.80	(0.26	)	(0.02	)	(0.28	)	10.76	7.86		1,444	0.82		0.10		1.88		21
	5/31/12	^‡	10.00	0.09		0.21		0.30	(0.06	)	—		(0.06	)	10.24	2.95	^b	1,030	2.98	^c	0.10	^c	1.81	^c	3	^b
Premier Class:	5/31/14		10.76	0.18		0.38		0.56	(0.23	)	(0.09	)	(0.32	)	11.00	5.32		1,167	0.67		0.25		1.62		16
	5/31/13		10.24	0.18		0.60		0.78	(0.24	)	(0.02	)	(0.26	)	10.76	7.71		1,352	0.96		0.25		1.74		21
	5/31/12	^‡	10.00	0.08		0.21		0.29	(0.05	)	—		(0.05	)	10.24	2.91	^b	1,065	3.13	^c	0.25	^c	1.66	^c	3	^b
Retirement Class:	5/31/14		10.76	0.16		0.39		0.55	(0.22	)	(0.09	)	(0.31	)	11.00	5.23		10,981	0.76		0.35		1.51		16
	5/31/13		10.24	0.18		0.59		0.77	(0.23	)	(0.02	)	(0.25	)	10.76	7.56		6,840	1.05		0.35		1.65		21
	5/31/12	^‡	10.00	0.08		0.21		0.29	(0.05	)	—		(0.05	)	10.24	2.88	^b	4,127	2.83	^c	0.35	^c	1.56	^c	3	^b
Retail Class:	5/31/14		10.76	0.16		0.39		0.55	(0.22	)	(0.09	)	(0.31	)	11.00	5.20		26,218	0.79		0.38		1.48		16
	5/31/13		10.23	0.17		0.60		0.77	(0.22	)	(0.02	)	(0.24	)	10.76	7.63		13,670	1.08		0.38		1.61		21
	5/31/12	^‡	10.00	0.07		0.20		0.27	(0.04	)	—		(0.04	)	10.23	2.73	^b	4,979	2.82	^c	0.48	^c	1.43	^c	3	^b

LIFESTYLE CONSERVATIVE FUND
Institutional Class:	5/31/14		11.36	0.19		0.79		0.98	(0.30	)	(0.09	)	(0.39	)	11.95	8.82		3,103	0.37		0.10		1.66		9
	5/31/13		10.29	0.21		1.12		1.33	(0.25	)	(0.01	)	(0.26	)	11.36	13.12		1,520	0.70		0.10		1.94		24
	5/31/12	^‡	10.00	0.08		0.26		0.34	(0.05	)	—		(0.05	)	10.29	3.38	^b	1,033	2.81	^c	0.10	^c	1.54	^c	17	^b
Premier Class:	5/31/14		11.36	0.20		0.76		0.96	(0.28	)	(0.09	)	(0.37	)	11.95	8.66		1,268	0.52		0.25		1.69		9
	5/31/13		10.28	0.20		1.13		1.33	(0.24	)	(0.01	)	(0.25	)	11.36	13.07		1,768	0.83		0.25		1.83		24
	5/31/12	^‡	10.00	0.07		0.25		0.32	(0.04	)	—		(0.04	)	10.28	3.23	^b	1,505	2.90	^c	0.25	^c	1.39	^c	17	^b
Retirement Class:	5/31/14		11.35	0.17		0.79		0.96	(0.28	)	(0.09	)	(0.37	)	11.94	8.59		18,039	0.61		0.35		1.49		9
	5/31/13		10.28	0.19		1.12		1.31	(0.23	)	(0.01	)	(0.24	)	11.35	12.87		9,012	0.92		0.35		1.70		24
	5/31/12	^‡	10.00	0.06		0.26		0.32	(0.04	)	—		(0.04	)	10.28	3.20	^b	4,189	2.66	^c	0.35	^c	1.29	^c	17	^b
Retail Class:	5/31/14		11.35	0.17		0.78		0.95	(0.27	)	(0.09	)	(0.36	)	11.94	8.55		56,057	0.64		0.39		1.45		9
	5/31/13		10.28	0.18		1.13		1.31	(0.23	)	(0.01	)	(0.24	)	11.35	12.86		21,456	0.96		0.38		1.64		24
	5/31/12	^‡	10.00	0.06		0.26		0.32	(0.04	)	—		(0.04	)	10.28	3.16	^b	5,624	2.65	^c	0.47	^c	1.18	^c	17	^b

LIFESTYLE MODERATE FUND
Institutional Class:	5/31/14		11.96	0.21		1.23		1.44	(0.37	)	(0.10	)	(0.47	)	12.93	12.29		2,506	0.33		0.10		1.67		17
	5/31/13		10.33	0.23		1.67		1.90	(0.26	)	(0.01	)	(0.27	)	11.96	18.60		1,419	0.69		0.10		2.04		34
	5/31/12	^‡	10.00	0.06		0.31		0.37	(0.04	)	—		(0.04	)	10.33	3.69	^b	1,037	2.77	^c	0.10	^c	1.28	^c	11	^b
Premier Class:	5/31/14		11.95	0.20		1.24		1.44	(0.36	)	(0.10	)	(0.46	)	12.93	12.22		1,376	0.47		0.25		1.62		17
	5/31/13		10.33	0.21		1.67		1.88	(0.25	)	(0.01	)	(0.26	)	11.95	18.33		1,256	0.83		0.25		1.90		34
	5/31/12	^‡	10.00	0.06		0.31		0.37	(0.04	)	—		(0.04	)	10.33	3.65	^b	1,036	2.92	^c	0.25	^c	1.13	^c	11	^b
Retirement Class:	5/31/14		11.95	0.18		1.24		1.42	(0.35	)	(0.10	)	(0.45	)	12.92	12.06		32,655	0.57		0.35		1.49		17
	5/31/13		10.32	0.19		1.69		1.88	(0.24	)	(0.01	)	(0.25	)	11.95	18.35		12,300	0.92		0.35		1.72		34
	5/31/12	^‡	10.00	0.05		0.30		0.35	(0.03	)	—		(0.03	)	10.32	3.52	^b	4,244	2.63	^c	0.35	^c	1.03	^c	11	^b
Retail Class:	5/31/14		11.95	0.18		1.23		1.41	(0.34	)	(0.10	)	(0.44	)	12.92	12.01		65,598	0.61		0.39		1.43		17
	5/31/13		10.32	0.19		1.68		1.87	(0.23	)	(0.01	)	(0.24	)	11.95	18.31		21,809	0.97		0.39		1.67		34
	5/31/12	^‡	10.00	0.05		0.30		0.35	(0.03	)	—		(0.03	)	10.32	3.48	^b	6,648	2.60	^c	0.46	^c	0.92	^c	11	^b

2014 Annual Report ■ TIAA-CREF Lifestyle Funds

See notes to financial statements

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Financial highlights

concluded

TIAA-CREF Lifestyle Funds

			Selected per share data															Ratios and supplemental data
				Gain (loss) from investment operations																Ratios to average net assets
	For the		Net asset	Net		Net realized & unrealized		Total gain	Less distributions from				Total		Net asset			Net assets						Net
	period		value,	investment		gain (loss)		(loss) from	Net		Net		dividends		value,			at end of						investment		Portfolio
	or year		beginning	income		on total		investment	investment		realized		and		end of	Total		period		Gross		Net		income		turnover
	ended		of period	(loss)	^a	investments	^j	operations	income		gains		distributions		period	return		(in thousands	)	expenses	^e	expenses	^e	(loss	)	rate

LIFESTYLE GROWTH FUND
Institutional Class:	5/31/14		$12.50	$0.18		$1.71		$1.89	$(0.42	)	$(0.22	)	$(0.64	)	$13.75	15.28	%	$1,783		0.47	%	0.10	%	1.37	%	16	%
	5/31/13		10.32	0.21		2.20		2.41	(0.22	)	(0.01	)	(0.23	)	12.50	23.63		1,420		0.77		0.10		1.80		30
	5/31/12	^‡	10.00	0.03		0.29		0.32	(0.00	)^d	—		(0.00	)^d	10.32	3.24	^b	1,033		2.77	^c	0.10	^c	0.64	^c	7	^b
Premier Class:	5/31/14		12.50	0.17		1.68		1.85	(0.39	)	(0.22	)	(0.61	)	13.74	15.01		1,465		0.62		0.25		1.28		16
	5/31/13		10.32	0.18		2.22		2.40	(0.21	)	(0.01	)	(0.22	)	12.50	23.46		1,580		0.91		0.25		1.55		30
	5/31/12	^‡	10.00	0.02		0.30		0.32	(0.00	)^d	—		(0.00	)^d	10.32	3.23	^b	1,065		2.92	^c	0.25	^c	0.49	^c	7	^b
Retirement Class:	5/31/14		12.49	0.15		1.69		1.84	(0.39	)	(0.22	)	(0.61	)	13.72	14.91		16,575		0.71		0.35		1.14		16
	5/31/13		10.31	0.16		2.23		2.39	(0.20	)	(0.01	)	(0.21	)	12.49	23.39		10,027		1.00		0.35		1.41		30
	5/31/12	^‡	10.00	0.02		0.29		0.31	(0.00	)^d	—		(0.00	)^d	10.31	3.13	^b	4,203		2.63	^c	0.35	^c	0.39	^c	7	^b
Retail Class:	5/31/14		12.48	0.14		1.69		1.83	(0.39	)	(0.22	)	(0.61	)	13.70	14.81		30,360		0.76		0.41		1.07		16
	5/31/13		10.31	0.16		2.22		2.38	(0.20	)	(0.01	)	(0.21	)	12.48	23.26		12,800		1.06		0.40		1.40		30
	5/31/12	^‡	10.00	0.01		0.30		0.31	(0.00	)^d	—		0.00	^d	10.31	3.12	^b	5,249		2.63	^c	0.48	^c	0.27	^c	7	^b

LIFESTYLE AGGRESSIVE GROWTH FUND
Institutional Class:	5/31/14		13.01	0.13		2.23		2.36	(0.48	)	(0.29	)	(0.77	)	14.60	18.34		2,570		0.49		0.10		0.91		24
	5/31/13		10.29	0.17		2.74		2.91	(0.18	)	(0.01	)	(0.19	)	13.01	28.51		1,514		0.82		0.10		1.48		29
	5/31/12	^‡	10.00	0.00	^d	0.29		0.29	—		—		—		10.29	2.90	^b	1,029		2.79	^c	0.10	^c	0.01	^c	2	^b
Premier Class:	5/31/14		13.00	0.15		2.18		2.33	(0.45	)	(0.29	)	(0.74	)	14.59	18.16		1,559		0.64		0.25		1.09		24
	5/31/13		10.28	0.15		2.75		2.90	(0.17	)	(0.01	)	(0.18	)	13.00	28.36		1,543		0.95		0.25		1.28		29
	5/31/12	^‡	10.00	(0.01	)	0.29		0.28	—		—		—		10.28	2.80	^b	1,038		2.94	^c	0.25	^c	(0.14	)^c	2	^b
Retirement Class:	5/31/14		12.99	0.11		2.20		2.31	(0.45	)	(0.29	)	(0.74	)	14.56	18.00		19,483		0.73		0.35		0.77		24
	5/31/13		10.28	0.12		2.76		2.88	(0.16	)	(0.01	)	(0.17	)	12.99	28.19		10,585		1.05		0.35		1.04		29
	5/31/12	^‡	10.00	(0.01	)	0.29		0.28	—		—		—		10.28	2.80	^b	4,224		2.65	^c	0.35	^c	(0.24	)^c	2	^b
Retail Class:	5/31/14		12.99	0.10		2.19		2.29	(0.44	)	(0.29	)	(0.73	)	14.55	17.86		21,100		0.82		0.44		0.71		24
	5/31/13		10.27	0.13		2.75		2.88	(0.15	)	(0.01	)	(0.16	)	12.99	28.21		10,109		1.12		0.42		1.09		29
	5/31/12	^‡	10.00	(0.02	)	0.29		0.27	—		—		—		10.27	2.70	^b	5,039		2.66	^c	0.49	^c	(0.37	)^c	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.
^j	Short-term capital gains distributions are presented in net realized and unrealized gain (loss) on total investments for all periods.
^‡	The Fund commenced operations on December 9, 2011.

2014 Annual Report ■ TIAA-CREF Lifestyle Funds

See notes to financial statements

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Notes to financial statements

TIAA-CREF Lifestyle Funds

Note 1—organization and significant accounting policies

The Lifestyle Funds (collectively 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 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, Premier, 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.

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.

40	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

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

For the year ended May 31, 2014, permanent book and tax differences resulting primarily from the reclassification of short-term capital gain distributions received from underlying funds from realized gain(loss) to ordinary income, dividend reclassifications, and the utilization of tax equalization credits 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.

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Notes to financial statements

after December 15, 2013. The Funds expect to adopt these new disclosure requirements for the November 30, 2014 semiannual report. Management has reviewed the new requirements and has determined the adoption of the Update will not have a material impact on the Funds’ financial statements and notes disclosures.

Note 2—valuation of investments

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

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

Transfers between levels are recognized at the end of the reporting period. For the year ended May 31, 2014, there were no transfers between levels by the Funds.

As of May 31, 2014, all of the investments in the 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 compliance services to the Funds.

42	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

continued

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. Substantially all of the Retirement Class shareholder servicing fees reported on the Statement of Operations are paid to Advisors under the Service Agreement. The Premier Class and the Retail Class of each Fund have adopted a distribution Rule 12b-1 plan that compensated 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.

Advisors has agreed to reimburse each Fund if its total expense ratio (excluding interest, taxes, brokerage commissions and other transactional expenses, acquired fund fees and expenses and extraordinary expenses) exceeds 0.10% of average daily net assets for the Institutional Class shares; 0.25% of average daily net assets for the Premier Class shares; 0.35% of average daily net assets for the Retirement Class shares; and 0.49% of average daily net assets for the Retail Class shares. The expense reimbursement arrangements will continue through at least September 30, 2015, unless changed with 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, 2014:

Fund	TIAA

Lifestyle Income		29	%
Lifestyle Conservative		16
Lifestyle Moderate		13
Lifestyle Growth		29
Lifestyle Aggressive Growth		35

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Notes to financial statements

Issue	Value at May 31, 2013		Purchase cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2014

Lifestyle Income Fund
TIAA-CREF Bond	$	4,121,201	$	3,561,729	$	557,687	$	19,029		$	136,943	$	7,200,882
TIAA-CREF Bond Plus		4,588,052		3,868,279		555,514		2,742			165,846		7,992,250
TIAA-CREF Emerging Markets Equity		409,204		248,543		64,130		(4,426	)		3,331		603,474
TIAA-CREF Enhanced International Equity Index		300,634		263,823		183,261		41,431			10,215		419,568
TIAA-CREF Enhanced Large-Cap Growth Index		237,703		276,629		39,873		28,235			3,903		510,092
TIAA-CREF Enhanced Large-Cap Value Index		260,947		248,577		52,244		26,569			5,471		492,875
TIAA-CREF Global Natural Resources		43,152		123,303		43,323		(367	)		1,883		130,749
TIAA-CREF Growth & Income		696,245		567,254		147,856		94,926			10,511		1,186,424
TIAA-CREF High-Yield		464,498		385,082		53,253		12,751			33,167		796,759
TIAA-CREF International Equity		742,456		370,432		451,119		106,459			9,637		787,186
TIAA-CREF International Opportunities		84,320		605,802		46,244		(414	)		1,878		672,666
TIAA-CREF Large-Cap Growth		730,882		712,881		167,029		86,809			3,919		1,417,557
TIAA-CREF Large-Cap Value		790,893		634,847		153,279		77,245			13,853		1,365,362
TIAA-CREF Mid-Cap Growth		42,927		38,930		46,608		9,985			73		38,628
TIAA-CREF Mid-Cap Value		52,121		20,432		49,845		9,883			258		28,512
TIAA-CREF Money Market		77,992		928		75,926		—			—		2,993
TIAA-CREF Short-Term Bond		9,287,620		7,810,679		1,161,965		8,810			169,159		15,927,872
TIAA-CREF Small-Cap Equity		256,418		206,743		56,656		31,057			2,851		430,445


	$	23,187,265	$	19,944,893	$	3,905,812	$	550,724		$	572,891	$	40,004,294

44	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

continued

Issue	Value at May 31, 2013		Purchase cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2014

Lifestyle Conservative Fund
TIAA-CREF Bond	$	2,643,574	$	3,678,388	$	136,338	$	28,177		$	108,775	$	6,267,190
TIAA-CREF Bond Plus		9,965,714		13,439,959		365,365		50,203			445,986		23,367,610
TIAA-CREF Emerging Markets Equity		1,000,827		951,752		84,522		(5,913	)		9,811		1,913,523
TIAA-CREF Enhanced International Equity Index		983,232		1,017,786		340,095		108,232			41,509		1,826,544
TIAA-CREF Enhanced Large-Cap Growth Index		775,983		1,236,551		32,400		103,215			14,948		2,114,162
TIAA-CREF Enhanced Large-Cap Value Index		845,193		1,111,542		47,425		97,810			21,000		2,043,161
TIAA-CREF Global Natural Resources		85,593		513,283		109,789		(2,829	)		6,799		513,250
TIAA-CREF Growth & Income		2,028,602		2,472,134		127,886		333,543			36,429		4,619,489
TIAA-CREF High-Yield		677,708		900,216		22,619		24,639			59,295		1,561,905
TIAA-CREF International Equity		1,917,657		1,539,178		796,290		194,748			34,761		3,060,230
TIAA-CREF International Opportunities		247,481		2,278,659		132,598		(806	)		6,483		2,493,181
TIAA-CREF Large-Cap Growth		2,245,581		2,916,960		128,427		263,916			14,160		5,513,932
TIAA-CREF Large-Cap Value		2,420,696		2,681,729		84,025		252,797			50,056		5,340,590
TIAA-CREF Mid-Cap Growth		124,326		202,586		128,233		42,872			370		210,397
TIAA-CREF Mid-Cap Value		151,236		123,133		128,383		36,543			1,483		170,964
TIAA-CREF Money Market		98,581		1,469		95,328		—			—		4,722
TIAA-CREF Short-Term Bond		6,732,464		9,097,210		205,903		18,860			150,978		15,631,526
TIAA-CREF Small-Cap Equity		750,322		965,365		99,499		99,645			10,289		1,685,808


	$	33,694,770	$	45,127,900	$	3,065,125	$	1,645,652		$	1,013,132	$	78,338,184

Lifestyle Moderate Fund
TIAA-CREF Bond Plus	$	13,676,416	$	25,448,557	$	1,026,087	$	71,757		$	707,769	$	38,707,494
TIAA-CREF Emerging Markets Equity		1,536,827		1,880,404		53,749		(5,388	)		17,469		3,453,727
TIAA-CREF Enhanced International Equity Index		1,684,722		2,229,388		542,136		178,440			82,884		3,680,683
TIAA-CREF Enhanced Large-Cap Growth Index		1,306,176		2,583,642		52,151		196,775			28,632		4,073,689
TIAA-CREF Enhanced Large-Cap Value Index		1,419,426		2,375,252		86,422		180,949			40,213		3,944,367
TIAA-CREF Global Natural Resources		93,205		904,109		45,258		(2,651	)		13,106		995,088
TIAA-CREF Growth & Income		3,298,387		5,425,150		153,322		645,986			66,626		8,976,999
TIAA-CREF High-Yield		737,799		1,324,068		44,214		30,871			74,276		2,028,178
TIAA-CREF International Equity		2,996,225		3,430,492		1,171,315		201,098			67,071		5,942,807
TIAA-CREF International Opportunities		406,027		4,298,325		131,641		(574	)		12,290		4,757,631
TIAA-CREF Large-Cap Growth		3,685,065		6,338,988		135,647		512,069			27,295		10,724,422
TIAA-CREF Large-Cap Value		3,972,080		5,999,538		148,057		486,599			96,511		10,376,182
TIAA-CREF Mid-Cap Growth		224,723		476,809		163,906		83,744			952		549,122
TIAA-CREF Mid-Cap Value		268,398		317,970		165,482		58,722			4,023		471,155
TIAA-CREF Money Market		114,478		2,801		110,933		—			—		6,346
TIAA-CREF Small-Cap Equity		1,220,410		2,077,447		132,399		193,101			19,865		3,265,227


	$	36,640,364	$	65,112,940	$	4,162,719	$	2,831,498		$	1,258,981	$	101,953,117

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Notes to financial statements

Issue	Value at May 31, 2013		Purchase cost		Sales proceeds		Realized gain (loss		)	Dividend income		Value at May 31, 2014

Lifestyle Growth Fund
TIAA-CREF Bond Plus	$	4,525,453	$	4,866,625	$	509,688	$	6,762		$	177,115	$	8,992,716
TIAA-CREF Emerging Markets Equity		1,395,916		903,978		182,964		(8,764	)		11,316		2,159,856
TIAA-CREF Enhanced International Equity Index		1,608,760		1,125,079		506,349		156,345			56,977		2,459,587
TIAA-CREF Enhanced Large-Cap Growth Index		1,240,964		1,336,970		91,937		132,774			19,268		2,663,455
TIAA-CREF Enhanced Large-Cap Value Index		1,345,997		1,193,014		143,152		126,209			27,060		2,572,429
TIAA-CREF Global Natural Resources		66,002		612,037		54,241		(3,033	)		8,848		653,308
TIAA-CREF Growth & Income		3,079,899		2,763,225		282,393		429,666			48,570		5,874,334
TIAA-CREF High-Yield		520,335		532,318		65,219		14,417			39,507		989,284
TIAA-CREF International Equity		2,765,701		1,566,431		942,361		221,386			45,242		3,886,128
TIAA-CREF International Opportunities		369,190		2,695,489		120,803		(1,596	)		8,233		3,080,114
TIAA-CREF Large-Cap Growth		3,452,311		3,246,571		326,483		357,991			18,427		7,005,224
TIAA-CREF Large-Cap Value		3,718,242		3,021,534		365,370		337,986			65,155		6,788,966
TIAA-CREF Mid-Cap Growth		220,443		273,917		99,210		60,238			725		405,355
TIAA-CREF Mid-Cap Value		261,023		176,796		122,084		39,420			3,134		354,533
TIAA-CREF Money Market		78,860		945		76,499		—			—		3,306
TIAA-CREF Small-Cap Equity		1,139,242		1,015,388		103,734		129,817			13,411		2,145,971


	$	25,788,338	$	25,330,317	$	3,992,487	$	1,999,618		$	542,988	$	50,034,566


Lifestyle Aggressive Growth Fund
TIAA-CREF Emerging Markets Equity	$	1,597,498	$	948,961	$	239,289	$	(11,239	)	$	13,055	$	2,348,330
TIAA-CREF Enhanced International Equity Index		1,914,704		1,195,803		609,867		176,156			68,166		2,769,296
TIAA-CREF Enhanced Large-Cap Growth Index		1,422,057		1,447,917		114,507		158,460			22,774		2,959,829
TIAA-CREF Enhanced Large-Cap Value Index		1,539,921		1,263,314		149,355		148,142			31,980		2,862,070
TIAA-CREF Global Natural Resources		60,530		692,763		59,476		(1,411	)		10,504		727,936
TIAA-CREF Growth & Income		3,497,691		3,029,039		355,659		520,801			56,667		6,537,160
TIAA-CREF International Equity		3,189,405		1,589,309		1,018,102		205,911			53,779		4,332,253
TIAA-CREF International Opportunities		440,163		2,907,432		94,883		(733	)		9,702		3,419,404
TIAA-CREF Large-Cap Growth		3,906,314		3,552,387		367,146		421,048			21,811		7,821,384
TIAA-CREF Large-Cap Value		4,209,735		3,366,871		484,884		410,272			77,090		7,573,903
TIAA-CREF Mid-Cap Growth		256,924		299,029		82,737		65,132			909		482,691
TIAA-CREF Mid-Cap Value		302,783		185,067		109,510		45,124			4,008		425,401
TIAA-CREF Money Market		69,616		1,729		67,297		—			—		4,048
TIAA-CREF Small-Cap Equity		1,289,504		1,107,632		119,844		163,158			15,883		2,389,618


	$	23,696,845	$	21,587,253	$	3,872,556	$	2,300,821		$	386,328	$	44,653,323

46	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

continued

Note 4—investments

Fund	Tax cost		Gross unrealized appreciation		Gross unrealized (depreciation		)	Net unrealized appreciation (depreciation		)
Lifestyle Income	$	38,704,318	$	1,299,976	$	—		$	1,299,976
Lifestyle Conservative		74,268,504		4,069,680		—			4,069,680
Lifestyle Moderate		95,214,947		6,738,170		—			6,738,170
Lifestyle Growth		44,503,183		5,531,383		—			5,531,383
Lifestyle Aggressive Growth		38,234,993		6,418,330		—			6,418,330

Purchases and sales: Purchases and sales of securities (other than short-term instruments) for all of the Funds for the year ended May 31, 2014, were as follows:

Fund	Purchases		Sales
Lifestyle Income	$	20,919,670	$	4,875,947
Lifestyle Conservative		47,069,060		5,010,172
Lifestyle Moderate		72,384,741		11,431,179
Lifestyle Growth		27,083,028		5,745,769
Lifestyle Aggressive Growth		25,847,558		8,146,452

Note 5—distributions to shareholders and other tax items

The tax character of distributions paid to shareholders during the year ended May 31, 2014 and the year ended May 31, 2013, was as follows:

	5/31/2014
Fund		Ordinary income		Long-term capital gains		Total
Lifestyle Income		$	618,920	$	266,709	$	885,629
Lifestyle Conservative			1,303,180		447,346		1,750,526
Lifestyle Moderate			1,947,286		580,598		2,527,884
Lifestyle Growth			1,071,717		577,946		1,649,663
Lifestyle Aggressive Growth			1,093,062		697,779		1,790,841

	5/31/2013
Fund		Ordinary income		Long-term capital gains		Total
Lifestyle Income			$370,716		$ —		$370,716
Lifestyle Conservative			447,420		—		447,420
Lifestyle Moderate			442,115		—		442,115
Lifestyle Growth			290,743		—		290,743
Lifestyle Aggressive Growth			218,254		—		218,254

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Notes to financial statements

concluded

As of May 31, 2014, the components of accumulated earnings on a tax basis were as follows:

Fund	Undistributed ordinary income		Undistributed long-term capital gains		Unrealized appreciation/ (depreciation)		Late-year loss deferrals			Total
Lifestyle Income	$	85,428	$	324,260	$	1,299,977	$	—		$	1,709,665
Lifestyle Conservative		143,143		870,271		4,069,680		—			5,083,094
Lifestyle Moderate		133,252		1,480,099		6,738,172		—			8,351,523
Lifestyle Growth		67,820		995,606		5,531,384		—			6,594,810
Lifestyle Aggressive Growth		19,739		1,099,684		6,418,331		(37,270	)		7,500,484

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—line of credit

Note 7—indemnification

48	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

Report of independent registered public accounting firm

To the Board of Trustees and Shareholders 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 (five of the portfolios constituting the TIAA-CREF Funds, hereafter collectively referred to as “the Funds”) at May 31,2014, 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, 2014 by correspondence with the transfer agent, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland

July 18, 2014

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Trustees and officers (unaudited)

TIAA-CREF Funds ■ May 31, 2014

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), 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).	79	Director of GMO; Director, the Maine Coast Heritage Trust; Investment Committee member, Maine Community Foundation and the Elmina B. Sewall Foundation, and Trustee of the Maine Chapter of the Nature Conservancy.
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.	Vice President (1990–2006), American Beacon Advisors, Inc., and Vice President of certain funds advised by American Beacon Advisors, Inc.	79	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.; and Independent Trustee, Lazard Alternative Strategies 1099 Fund.
Michael A. Forrester c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 11/5/67	Trustee	Indefinite term. Trustee since 2007.	Chief Executive Officer (since 2014) and Chief Operating Officer (2007–2014), Copper Rock Capital Partners, LLC; Chief Operating Officer, DDJ Capital Management (2003–2006).	79	Director of Copper Rock Capital Partners, LLC (investment adviser).

50	2014 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	Chairman of the Board and Trustee	Indefinite term. Trustee since 2005; Chairman for term ending December 31, 2015. Chairman since 2013.	James S. Reid, Jr. Professor of Law (since 2004), Senior Advisor to the President and Provost (2010–2012), Acting Dean (2009), Vice Dean for Budget (2003–2006) and on the faculty (since 1989) of Harvard Law School.	79	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.	Principal, NL Jacob Consultant (economic and business consultant) (2012–present); President and Founder (2006–2012) of NLJ Advisors, Inc. (investment adviser); President and Managing Principal, Windermere Investment Associates (1997–2006).	79	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.	Partner (2004–2010) and Managing Director (1999–2004), Goldman Sachs Asset Management.	79	Director, Sansum Clinic; Investment committee member, College of Mount Saint Vincent and Cottage Health System; 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, LLC; Principal, BAM Consulting LLC (2003–2009); Independent Consultant for Merrill Lynch (2003–2009).	79	Director, Arnhold and S. Bleichroeder Holdings; First Eagle Investment Management, LLC; American Legacy Foundation (Investment Committee); University of Edinburgh (Campaign Board); the North Shore Land Alliance, Prep for Prep, and Close Brothers Group plc.

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Trustees and officers (unaudited)

continued

TIAA-CREF Funds ■ May 31, 2014

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
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), Head (2006–2008) and Associate Head (1994–2000 and 2001–2006), Economics Department of MIT; and Program Director, NBER (1990–2008).	79	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	Trustee	Indefinite term. Trustee since 1999.	Chairman, President and Chief Executive Officer, Sloan Financial Group, Inc. (since 1991); Chairman and Chief Executive Officer (since 1991) and Chief Investment Officer (1991–2013), NCM Capital Management Group, Inc.; Chairman and Chief Executive Officer (since 2003) and Chief Investment Officer (2003–2013), NCM Capital Advisers Inc.; and Chairman, President and Principal Executive Officer, NCM Capital Investment Trust (2007–2012).	79	Director, SCANA Corporation (energy holding company); Member, Duke Children’s Hospital and Health Center National Board of Advisors.

52	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

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) and Professor, University of Texas at Austin (since 1987). Chairman, Department of Finance, University of Texas at Austin (2002–2011).

Member of the Board of Governors of the Investment Company Institute, the Governing Council of Independent Directors Council (an association for mutual fund directors), and Investment Advisory Committee, Employees Retirement System of Texas.

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). 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 Account 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). 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). Interim Chief Compliance Officer for TIAA-CREF Life Insurance Company Separate Accounts VA-1, VLI-I and VLI-2 (since 2012). Interim Chief Compliance Officer for Covariance Capital Management, Inc. (“Covariance”) (since 2013).

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Trustees and officers (unaudited)

continued

TIAA-CREF Funds ■ May 31, 2014

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
Carol W. Deckbar TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 9/13/62	Executive Vice President	One-year term. Executive Vice President since 2013.	Chief Executive Officer (since 2014), Chief Operating Officer (“COO”) (2013–2014), President (2012–2013), Chair (2012–2013) and Manager (since 2011) of TIAA-CREF Asset Management, LLC (“TCAM”), and Executive Vice President of the TIAA-CREF Fund Complex (since 2013). Executive Vice President (since 2013), Interim Head of Asset Management (2012–2013), Senior Vice President, Investment Products (2009–2012), Managing Director, Mutual Fund Products (2007–2009) of TIAA. Senior Managing Director and COO (2012), Senior Vice President (2010–2012), Chair (2012–2013), and Director (since 2008) of Advisors and Investment Management. Manager, President, and COO of TCAA and TCAS (since 2011). Manager of TIAA-CREF Individual and Institutional Services, LLC (since 2010). Director of Westchester Group Investment Management, Inc. (since 2011). Manager of Beaver Investment Holdings, LLC (since 2012). Director of Green Wood Resources, Inc. (since 2012). Director of TH RE Administration Ltd., TH RE FCACO Ltd., TH RE AIFM group Ltd., and TH RE Group Holdings Ltd. (2013–2014).
Phillip G. Goff TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 11/22/63	Principal Financial Officer, Principal Accounting Officer and Treasurer	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 TCAM (since 2011). Senior Vice President (since 2010) and Funds Treasurer (since 2007) of Advisors and Investment Management. Assistant Treasurer of TIAA-CREF Life Insurance Company (“TC Life”) (since 2012). Director of TIAA-CREF Trust Company, FSB (since 2008). Director, Senior Vice President and Funds Treasurer of TCAA (since 2011). Director, Senior Vice President and Funds Treasurer of TCAS (since 2011).

54	2014 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, Chief Risk Officer (since 2013) of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2009). Executive Vice President, Head of Risk Management of TIAA (2009–2013). 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). 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). Senior Managing Director, Chief Credit Risk Officer (2004–2008) of TIAA.
Robert G. Leary TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/20/61	President and Principal Executive Officer	One-year term. President and Principal Executive Officer since 2013.	Executive Vice President and President of Asset Management (since 2013) of TIAA. President and Principal Executive Officer of the TIAA-CREF Funds and TIAA-CREF Life Funds (since 2013). Manager (since 2013), President and Chief Executive Officer (2013–2014) of TCAM, and Executive Vice President of CREF and VA-1 (since 2013). Director, President and Chief Executive Officer of Advisors (since 2013). Manager, President and Chief Executive Officer of Investment Management (since 2013). Director of TH RE Ltd. (since 2013). Director (since 2013), President and Chief Executive Officer of TPIS (2013–2014). Director of TIAA International Holdings 1 Ltd., TIAA International Holdings 2 Ltd., and TIAA International Holdings 3 Ltd. (since 2013). Executive Vice President of TIAA-CREF Funds and TIAA-CREF Life Funds (June–September 2013). Representative, Securities Research, Inc. (February–May 2013). President and Chief Operating Officer, U.S., ING Americas (2011 to 2012). Chief Executive Officer, ING Insurance US (2010–2011). Chairman and Chief Executive Officer, ING Investment Management, Americas (2007–2009).
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 Fund Complex (since 2012). Director, Covariance (since 2012). Director T-C Life (since 2012). Director, Kaspick & Company, LLC (since 2012). Manager, TIAA-CREF Redwood, LLC (“Redwood”) (since 2013). Director, Aspen Insurance Holdings, LLC (since 2011). 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 Managing Director and Corporate Secretary	One-year term. Senior Managing Director since 2013 and Corporate Secretary since 2012.	Senior Managing Director (since 2013), Corporate Secretary (since 2012) of TIAA and the TIAA-CREF Fund Complex. Senior Vice President of TIAA and the TIAA-CREF Fund Complex (2012–2013). Managing Director, Retirement and Individual Financial Services (2010–2012) and Vice President, Product Development and Management, Institutional Client Services (2006–2010) of TIAA.

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Trustees and officers (unaudited)

concluded

TIAA-CREF Funds ■ May 31, 2014

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
Otha T. Spriggs, III TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 2/16/51	Executive Vice President	One-year term. Executive Vice President since 2012.	Executive Vice President and Chief Human Resources Officer (since 2012) of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2012). Senior Vice President of Human Resources, Boston Scientific (2010–2012); President of Integrated People Solutions (2009–2010); Senior Vice President, Human Resources and various human resources leadership roles, CIGNA Corp. (2001–2009).
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 Financial Services (since 2011) of TIAA, and Executive Vice President (since 2008) of the TIAA-CREF Fund Complex. 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. Director (2007–2011) and Executive Vice President (2008–2010) of TCAM. Manager (since 2006), President and Chief Executive Officer (2006–2010) of Redwood. Director of Tuition Financing (2008–2009) and Executive Vice President of TC 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); Chief Communications Officer of TIAA (2010–2011). Senior Vice President, The Hartford Financial Services Group, Inc. (2008–2010).

56	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

Renewal of investment management agreement (unaudited)

Board renewal 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 TIAA-CREF Lifestyle Fund series (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.

Overview of the renewal process

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Renewal of investment management agreement (unaudited)

Based on guidelines provided by the Operations Committee on behalf of the Board, Lipper produced, among other information, 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, portfolio turnover rates and brokerage commission costs. Lipper also compared much 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, each of which was selected by Lipper, and, in the case of the investment performance data, against one or more appropriate broad-based benchmark indices. In each case, Lipper summarized the methodologies it employed 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.

58	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

continued

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 Form ADV registration statement as filed with the Securities and Exchange Commission (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 Lifestyle Funds ■ 2014 Annual Report

Renewal of investment management agreement (unaudited)

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, TIAA Separate Account VA-1 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 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.

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) and its benchmark index. The Board also reviewed the performance of each Fund before any reductions for fees or expenses. This analysis considered the impact of NAV rounding and excluded the effects of fair valuation, securities lending and class action litigation on each Fund’s performance as compared to the performance of its benchmark index. In this regard, the Board considered that the performance of most Funds generally compared favorably to their respective benchmarks (after considering the effect of expenses incurred to operate the Funds and certain other relevant factors) and most of the Funds generally ranked in the top two performance quintiles versus their peer groups and universes of mutual funds. (For additional detail regarding each Fund’s performance, see the Fund-by-Fund synopsis below.) The Board considered that, in those cases in which a Fund had underperformed its benchmark, peer group or peer universe of mutual funds for an extended period of time, TAI had represented that it had taken or was planning to implement affirmative actions reasonably designed to enhance the Fund’s investment performance, or TAI had explained to the Board’s

60	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

continued

satisfaction that no such actions were necessary. Thus, the Board concluded that, under the totality of circumstances, the investment performance of each Fund was within an acceptable range or that appropriate actions had been or were being implemented.

Cost and profitability

The Board considered financial and profitability data relating to TAI for the calendar year 2013 with respect to each Fund based upon the cost allocation methodology utilized by TAI and its affiliates in 2013, as well as the new methodology to be utilized in 2014. The Board considered TAI’s profit 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 Fund. The Board 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 or losses with respect to the Funds based on the Funds’ investment in affiliated underlying funds also managed by TAI.

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 other 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 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 also considered that because TAI operated each Fund at a loss, there was little opportunity to pass economies of scale on to Fund shareholders. Based on all factors considered,

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Renewal of investment management agreement (unaudited)

the Board concluded that the Funds’ 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 Index Funds, with an annual management fee of 0.10% of average daily net assets, which is partially waived by TAI, the Lifecycle Funds, which also have an annual management fee of 0.10%, which is entirely waived by TAI, 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

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 (unless noted). Because the Institutional Class generally has lower non-management expenses than the Retirement, 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 Institutional Class. Comparative Lipper expense and performance rankings are as of March 31, 2013; all other time periods referenced below are ended December 31, 2013. Under the Morningstar rating system, 5 stars is the highest (best) rating category and 1 star is the lowest (worst) 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 2013 under the Agreement.

62	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

continued

Lifestyle Aggressive Growth Fund

•	The Fund’s annual contractual management fee is 0.10% of average daily net assets.
•	The Fund’s actual management fees and total expenses ranked 3 out of 3 and 1 out of 5 within the group of comparable funds identified by Lipper for expense comparison purposes (“Expense Group”), respectively. The Fund’s actual management fees and total expenses were in the 2nd and 1st quintiles of the universe of comparable funds identified by Lipper for expense comparison purposes (“Expense Universe”), respectively.
•	The Fund did not have a group of comparable funds identified by Lipper for performance comparison purposes (“Performance Group”). The Fund was in the 2nd quintile of the universe of comparable funds identified by Lipper for performance comparison purposes (“Performance Universe”) for the one-year and since-inception periods.
•	The Fund is too new to have received an Overall Morningstar Rating.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period, without taking into account any profits or losses that TAI might have earned or incurred with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.

Lifestyle Growth Fund

•	The Fund’s annual contractual management fee is 0.10% of average daily net assets.
•	The Fund’s actual management fees and total expenses ranked in the 3rd and 1st quintiles of its Expense Group and Expense Universe, respectively.
•	The Fund was in the 2nd and 1st quintiles of its Performance Group for the one-year and since-inception periods, respectively. The Fund was in the 1st quintile of its Performance Universe for the one-year and since-inception periods.
•	The Fund is too new to have received an Overall Morningstar Rating.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period, without taking into account any profits or losses that TAI might have earned or incurred with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.

Lifestyle Moderate Fund

•	The Fund’s annual contractual management fee is 0.10% of average daily net assets.
•	The Fund’s actual management fees and total expenses ranked in the 3rd and 1st quintiles of its Expense Group and Expense Universe, respectively.
•	The Fund was in the 2nd and 1st quintiles of its Performance Group and Performance Universe for the one-year and since-inception periods, respectively.
•	The Fund is too new to have received an Overall Morningstar Rating.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period, without taking into account any profits or losses that TAI might have earned or incurred with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Renewal of investment management agreement (unaudited)	concluded

Lifestyle Conservative Fund

•	The Fund’s annual contractual management fee is 0.10% of average daily net assets.
•	The Fund’s actual management fees and total expenses ranked in the 4th and 1st quintiles of its Expense Group and in the 3rd and 1st quintiles of its Expense Universe, respectively.
•	The Fund was in the 1st quintile of its Performance Group and Performance Universe for the one-year and since-inception periods.
•	The Fund is too new to have received an Overall Morningstar Rating.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period, without taking into account any profits or losses that TAI might have earned or incurred with respect to the underlying funds (which also are managed by TAI) in which this Fund invests.

Lifestyle Income Fund

•	The Fund’s annual contractual management fee is 0.10% of average daily net assets.
•	The Fund’s actual management fees and total expenses ranked in the 4th and 1st quintiles of its Expense Group and in the 3rd and 1st quintiles of its Expense Universe, respectively.
•	The Fund was in the 4th and 5th quintiles of its Performance Group for the one-year and since-inception periods, respectively, and in the 4th quintile of its Performance Universe for the one-year and since-inception periods.
•	The Fund is too new to have received an Overall Morningstar Rating.
•	TAI incurred a net loss with respect to its services to the Fund for the one-year period, without taking into account any profits or losses that TAI might have earned or incurred 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.

64	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

Important tax information (unaudited)

For the year ended May 31, 2014, the Lifestyle Funds designate the following distribution amounts (or the maximum amount allowable) as being from net long-term capital gains.

Fund	Long-term gains

Lifestyle Income	$ 287,854
Lifestyle Conservative	512,245
Lifestyle Moderate	669,981
Lifestyle Growth	623,673
Lifestyle Aggressive Growth	761,681

For the year ended May 31, 2014, the Lifestyle Funds designate the following percentages (or the maximum amount allowable) of ordinary income dividends paid as qualified dividends.

Fund	Percentage

Lifestyle Income	12.48%
Lifestyle Conservative	21.61%
Lifestyle Moderate	28.45%
Lifestyle Growth	36.31%
Lifestyle Aggressive Growth	41.88%

For the year ended May 31, 2014, 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	7.14%
Lifestyle Conservative	12.38%
Lifestyle Moderate	16.30%
Lifestyle Growth	20.78%
Lifestyle Aggressive Growth	23.81%

For the year ended May 31, 2014, the Lifestyle 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

Lifestyle Income	$ 22,789	$ 0.07864
Lifestyle Conservative	84,661	0.01748
Lifestyle Moderate	164,654	0.02864
Lifestyle Growth	111,672	0.04112
Lifestyle Aggressive Growth	132,750	0.05468

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Important tax information (unaudited)

concluded

For the year ended May 31, 2014, the Lifestyle 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

Lifestyle Income	$ 2,002	$ 0.00069
Lifestyle Conservative	6,851	0.00141
Lifestyle Moderate	12,957	0.00225
Lifestyle Growth	8,665	0.00319
Lifestyle Aggressive Growth	10,211	0.00421

By early 2015, 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 adviser.

66	2014 Annual Report ■ TIAA-CREF Lifestyle Funds

Additional information about index providers (unaudited)

Russell Indexes

Russell’s publication of the Russell Indexes in no way suggests or implies an opinion by Russell as to the attractiveness or appropriateness of investment in any or all securities upon which the Russell Indexes are based. russell makes no representation, warranty or guarantee regarding the use or the results of use or the russell indexes or any data included therein, or any securities (or combination thereof) comprising the russell indexes. russell makes no other express or implied warranty, and expressly disclaims any warranty, of any kind, including without limitation, any warranty of merchantability or fitness for a particular purpose with respect to the russell index(es) or any data or any security (or combination thereof) included therein.

MSCI Indexes

TIAA-CREF Lifestyle Funds ■ 2014 Annual Report

Additional information about index providers (unaudited)

concluded

although msci shall obtain information for inclusion in or for use in the calculation of the msci indexes from sources that msci considers reliable, none of the msci parties warrants or guarantees the originality, accuracy and/or the completeness of any msci index or any data included therein. none of the msci parties makes any warranty, express or implied, as to results to be obtained by the issuer of the fund, owners of the fund, or any other person or entity, from the use of any msci index or any data included therein. none of the msci parties shall have any liability for any errors, omissions or interruptions of or in connection with any msci index or any data included therein. further, none of the msci parties makes any express or implied warranties of any kind, and the msci parties hereby expressly disclaim all warranties of merchantability and fitness for a particular purpose, with respect to each msci index and any data included therein. Without limiting any of the foregoing, in no event shall any of the msci parties have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

68	2014 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, Premier 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.

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	2014 Annual Report TIAA-CREF Managed Allocation Fund of the TIAA-CREF Funds May 31, 2014
	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	10
	Portfolio of investments	11
	Audited financial statements
	Statement of assets and liabilities	12
	Statement of operations	13
	Statements of changes in net assets	14
	Financial highlights	16
	Notes to financial statements	18
	Report of independent registered public accounting firm	24
	Trustees and officers	25
	Renewal of investment management agreement	32
	Additional information about index providers	39
	Important tax information	41
	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, 2014. 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, 2014.
	•	The financial statements provide detailed information about the operations and financial condition of the fund.

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	2014 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 11 of this report. You can also obtain a 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 the last day of February 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 ■ 2014 Annual Report

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 cost of 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, 2013–May 31, 2014).

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.

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.

4	2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

Important information about expenses

Expense example

Six months ended May 31, 2014


	Beginning			Ending						Effective
	account			account			Expenses paid			expenses paid
	value			value			during period		*	during period		^†
Managed Allocation Fund	(12/1/13		)	(5/31/14		)	(12/1/13–5/31/14		)	(12/1/13–5/31/14		)


Institutional Class
Actual return	$	1,000.00		$	1,044.91		$	0.00		$	2.14
5% annual hypothetical return		1,000.00			1,024.93			0.00			2.12


Retirement Class
Actual return	$	1,000.00		$	1,043.69		$	1.27		$	3.41
5% annual hypothetical return		1,000.00			1,023.68			1.26			3.38


Retail Class
Actual return	$	1,000.00		$	1,044.37		$	1.27		$	3.41
5% annual hypothetical return		1,000.00			1,023.68			1.26			3.38

“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 182/365. There were 182 days in the six months ended May 31, 2014. 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 the fund’s 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 0.42% for the Institutional Class, 0.67% for the Retirement Class and 0.67% for the Retail Class.

TIAA-CREF Managed Allocation Fund ■ 2014 Annual Report

Managed Allocation Fund

Performance for the twelve months ended May 31, 2014

The Managed Allocation Fund returned 12.29% for the Institutional Class, compared with the 12.35% return of its benchmark, the Managed Allocation Composite Index. The table on page 8 shows returns for all share classes of the fund.

Markets fluctuate but many end higher

Despite mixed economic signals in many parts of the world, most markets rose for the twelve months. The period began with U.S. stock and bond markets faltering in June 2013, triggered by concerns that the Federal Reserve (“Fed”) might start unwinding its quantitative easing policies sooner than anticipated. Equities rose in the final several months of 2013 as those concerns about easing subsided and economic reports signaled a pickup in the U.S. economy. During that time, European stocks, boosted by a more accommodative monetary policy from the European Central Bank, fueled gains in developed markets overseas.

As 2014 progressed, some areas of the U.S. economy improved, the Fed reaffirmed its low interest rate policy, many corporate earnings reports exceeded expectations, and stocks regained their footing. By period-end, unemployment had dropped to 6.3%. Outside the United States, equities rose in anticipation of interest rate cuts.

For the twelve-month period, the Russell 3000^® Index, a broad measure of the U.S. stock market, rose 20.57%. The MSCI All Country World ex USA Index, which measures the performance of large- and mid-cap stocks in 43 developed and emerging market nations excluding the U.S., climbed 14.54% and 11.98% in terms of U.S. dollars and local currencies, respectively. Although emerging markets lagged for the twelve months, many posted significant gains in the last several months of the period.

The prospect of rising interest rates limited U.S. investment-grade bond returns. The broad domestic bond market, as measured by the Barclays U.S. Aggregate Bond Index, rose 2.71% for the period.

6	2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

The fund’s equity investments drove double-digit gains for the year

For the period, the absolute return of the Managed Allocation Fund—that is, without regard to the performance of its benchmark—was driven by gains in U.S. and international stock markets, which continued their upward trend of the past two years. The fund also benefited from a positive contribution from its fixed-income investments, as most of the U.S. fixed-income markets saw improved performance in the first half of 2014.

The Managed Allocation Fund may invest in up to three sectors of the investment markets: U.S. equity (stocks), international equity (foreign stocks) and fixed income. The fund does this by investing in various underlying funds that in turn buy stocks, bonds and other securities in these market sectors.

For the twelve months, the fund slightly lagged its composite benchmark (by less than one-tenth of a percentage point) primarily as a result of the underperformance of a few of its U.S. and international equity investments. The most significant contribution to the fund’s relative results came from its fixed-income sector, which has gained momentum from the beginning of the year. (All fund returns are for the Institutional Class.)

Among its U.S. equity investments, the fund’s relative returns were constrained by the underperformance of the Enhanced Large-Cap Growth Index Fund and the Large-Cap Value Fund, which trailed their respective benchmarks. Among the fund’s international investments, the International Opportunities Fund and the Emerging Markets Equity Fund were detractors largely due to concerns about slowing economic growth abroad, particularly in emerging markets in the second half of last year.

These negative contributions were partially offset by the Large-Cap Growth Fund, which led its benchmark, the Russell 1000^® Growth Index. The Small-Cap Equity Fund and the Growth & Income Fund also outperformed their indexes. Among the fund’s international investments, the Enhanced International Equity Index Fund and the International Equity Fund both boosted relative results.

The biggest contribution to relative returns came from the fund’s largest underlying holding, the Bond Plus Fund, which outperformed the Barclays U.S. Aggregate Bond Index by almost a full percentage point for the period. (Returns of Managed Allocation Fund’s underlying funds can be found at www.tiaa-cref.org/performance.)

TIAA-CREF Managed Allocation Fund ■ 2014 Annual Report

Managed Allocation Fund

Performance as of May 31, 2014


		Total		Average annual
		return		total return
						since
Managed Allocation Fund	Inception date	1 year		5 years		inception


Institutional Class	3/31/2006	12.29	%	12.88	%	6.01	%
Retirement Class	3/31/2006	12.02		12.61		5.74
Retail Class	3/31/2006	12.08		12.64		5.87


Managed Allocation Composite Index*	—	12.35		12.13		6.23	^†


Broad market index
Russell 3000^® Index	—	20.57		18.82		7.32	^†

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

*	On May 31, 2014, the Managed Allocation Composite Index consisted of: 42.0% Russell 3000 Index; 40.0% Barclays U.S. Aggregate Bond Index; and 18.0% 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.

8	2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

Managed Allocation Fund

$10,000 invested at fund’s inception

Institutional Class (inception March 31, 2006)

Asset allocation


	% of net assets
	as of 5/31/2014


Equity

U.S. equity	41.7	%

International equity	18.5

Fixed income	39.7

Other assets & liabilities, net	0.1


Total	100.0

Target allocation

TIAA-CREF Managed Allocation Fund ■ 2014 Annual Report

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) 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 All Country World ex USA Index (international equity) measures the performance of large- and mid-cap stocks in 43 developed and emerging market countries, excluding the United States.
	•	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.

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

10	2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

Portfolio of investments

Managed Allocation Fund ■ May 31, 2014

						% of net
	Shares	Security			Value	assets


TIAA-CREF FUNDS — 99.9% (a)

FIXED INCOME — 39.7%
	25,874,542	TIAA-CREF Bond Plus Fund		$	277,892,585	37.7	%
	1,396,538	TIAA-CREF High-Yield Fund			14,593,820	2.0
		TOTAL FIXED INCOME			292,486,405	39.7

INTERNATIONAL EQUITY — 18.5%
	2,246,185	TIAA-CREF Emerging Markets Equity Fund			24,977,579	3.4
	4,048,670	TIAA-CREF Enhanced International Equity Index Fund			34,211,263	4.6
	710,951	TIAA-CREF Global Natural Resources Fund			7,201,937	1.0
	3,010,041	TIAA-CREF International Equity Fund			36,060,296	4.9
	3,088,939	TIAA-CREF International Opportunities Fund			34,163,662	4.6
		TOTAL INTERNATIONAL EQUITY			136,614,737	18.5

SHORT-TERM FIXED INCOME — 0.0%
	73,544	TIAA-CREF Money Market Fund			73,544	0.0
		TOTAL SHORT-TERM FIXED INCOME			73,544	0.0

U.S. EQUITY — 41.7%
	5,107,262	TIAA-CREF Enhanced Large-Cap Growth Index Fund			58,835,658	8.0
	5,293,656	TIAA-CREF Enhanced Large-Cap Value Index Fund			56,959,741	7.7
	3,960,257	TIAA-CREF Growth & Income Fund			48,988,384	6.7
	3,816,815	TIAA-CREF Large-Cap Growth Fund			58,320,941	7.9
	3,105,891	TIAA-CREF Large-Cap Value Fund			56,216,623	7.6
	107,156	TIAA-CREF Mid-Cap Growth Fund			2,477,443	0.3
	86,490	TIAA-CREF Mid-Cap Value Fund			2,093,054	0.3
	1,274,437	TIAA-CREF Small-Cap Equity Fund			23,844,711	3.2
		TOTAL U.S. EQUITY			307,736,555	41.7
		TOTAL TIAA-CREF FUNDS	(Cost $629,123,058)		736,911,241	99.9

		TOTAL PORTFOLIO	(Cost $629,123,058)		736,911,241	99.9
		OTHER ASSETS & LIABILITIES, NET			585,926	0.1
		NET ASSETS		$	737,497,167	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 Managed Allocation Fund ■ 2014 Annual Report

Statement of assets and liabilities

Managed Allocation Fund ■ May 31, 2014


ASSETS
Affiliated investments, at value^‡	$	736,911,241
Cash		556,239
Receivable from Fund shares sold		232,444
Dividends receivable		695,324
Due from affiliates		7,320
Other		43,092

Total assets		738,445,660

LIABILITIES
Service agreement fees payable		1,130
Distribution fees payable		143,235
Due to affiliates		10,700
Payable for securities transactions		543,250
Payable for Fund shares redeemed		110,393
Accrued expenses and other payables		139,785

Total liabilities		948,493

NET ASSETS	$	737,497,167

NET ASSETS CONSIST OF:
Paid-in-capital	$	614,235,978
Undistributed net investment income (loss)		1,101,601
Accumulated net realized gain (loss) on total investments		14,371,405
Net unrealized appreciation (depreciation) on total investments		107,788,183

NET ASSETS	$	737,497,167

INSTITUTIONAL CLASS:
Net assets	$	12,452,920
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		1,010,424

Net asset value per share		$12.32

RETIREMENT CLASS:
Net assets	$	41,319,814
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		3,356,474

Net asset value per share		$12.31

RETAIL CLASS:
Net assets	$	683,724,433
Outstanding shares of beneficial interest, unlimited shares authorized ($.0001 par value)		55,374,684

Net asset value per share		$12.35
‡ Affiliated investments, cost	$	629,123,058

2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

See notes to financial statements

Statement of operations

Managed Allocation Fund ■ For the year ended May 31, 2014


INVESTMENT INCOME
Dividends from affiliated investments	$	12,714,670

Total income		12,714,670

EXPENSES
Shareholder servicing — Institutional Class		392
Shareholder servicing — Retirement Class		89,908
Shareholder servicing — Retail Class		402,145
Distribution fees — Retail Class		1,606,301
Administrative service fees		52,779
Trustee fees and expenses		6,149
Other expenses		209,515

Total expenses		2,367,189
Less: Expenses reimbursed by the investment adviser		(671,221	)

Net expenses		1,695,968

Net Investment income (loss)		11,018,702

NET REALIZED AND UNREALIZED GAIN (LOSS) ON TOTAL INVESTMENTS
Realized gain (loss) from sale of affiliated investments		4,461,225
Realized gain distributions from affiliated investments		23,678,163

Net realized gain (loss) from affiliated investments		28,139,388

Net change in unrealized appreciation (depreciation) from affiliated investments		39,568,247

Net realized and unrealized gain (loss) from affiliated investments		67,707,635

Net increase (decrease) in net assets from operations	$	78,726,337

See notes to financial statements

TIAA-CREF Managed Allocation Fund ■ 2014 Annual Report

Statements of changes in net assets

Managed Allocation Fund ■ For the year ended

		May 31, 2014			May 31, 2013

OPERATIONS
Net investment income (loss)		$	11,018,702		$	11,573,081
Net realized gain (loss) from affiliated investments			28,139,388			22,516,118
Net change in unrealized appreciation (depreciation) from affiliated investments			39,568,247			65,093,229

Net increase (decrease) in net assets from operations			78,726,337			99,182,428

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income:	Institutional Class		(370,694	)		(204,957	)
	Retirement Class		(1,064,524	)		(630,662	)
	Retail Class		(18,937,433	)		(13,508,013	)
From realized gains:	Institutional Class		(104,677	)		—
	Retirement Class		(320,451	)		—
	Retail Class		(5,665,009	)		—

Total distributions			(26,462,788	)		(14,343,632	)

SHAREHOLDER TRANSACTIONS
Subscriptions:	Institutional Class		5,291,541			3,422,470
	Retirement Class		11,716,408			10,486,119
	Retail Class		62,813,265			46,864,363
Reinvestments of distributions:	Institutional Class		467,878			200,453
	Retirement Class		1,384,975			630,662
	Retail Class		23,669,880			12,943,921
Redemptions:	Institutional Class		(3,612,804	)		(1,938,317	)
	Retirement Class		(5,713,192	)		(14,146,715	)
	Retail Class		(59,323,248	)		(56,746,122	)

Net increase (decrease) from shareholder transactions			36,694,703			1,716,834

Net increase (decrease) in net assets			88,958,252			86,555,630

NET ASSETS
Beginning of period			648,538,915			561,983,285

End of period		$	737,497,167		$	648,538,915

Undistributed net investment income (loss) included in net assets		$	1,101,601		$	927,476

2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

See notes to financial statements

Statements of changes in net assets

concluded

Managed Allocation Fund ■ For the year ended

		May 31, 2014			May 31, 2013

CHANGE IN FUND SHARES
Shares sold:	Institutional Class		451,213			314,840
	Retirement Class		994,236			967,571
	Retail Class		5,287,428			4,320,976
Shares reinvested:	Institutional Class		39,550			18,753
	Retirement Class		117,126			59,189
	Retail Class		1,996,308			1,209,640
Shares redeemed:	Institutional Class		(308,082	)		(183,544	)
	Retirement Class		(486,862	)		(1,320,939	)
	Retail Class		(4,996,167	)		(5,289,164	)

Net increase (decrease) from shareholder transactions			3,094,750			97,322

See notes to financial statements

TIAA-CREF Managed Allocation Fund ■ 2014 Annual Report

Financial highlights

Managed Allocation Fund

			Selected per share data																									Ratios and supplemental data
					Gain (loss) from investment operations
								Net realized																							Ratios to average net assets
	For the		Net asset		Net			& unrealized			Total gain			Less distributions from						Total			Net asset					Net assets										Net
	period or year ended		value, beginning of period		investment income (loss		)^a	gain (loss) on total investments		^j	(loss) from investment operations			Net investment income			Net realized gains			dividends and distributions			value, end of period		Total return			at end of period or year (in thousands		)	Gross expenses		^e	Net expenses		^e	investment income (loss		)	Portfolio turnover rate

Institutional Class:	5/31/14		$	11.43	$	0.22		$	1.16		$	1.38		$	(0.38	)	$	(0.11	)	$	(0.49	)	$	12.32		12.29	%	$	12,453			0.04	%		0.00	%		1.86	%		15	%
	5/31/13			9.92		0.22			1.58			1.80			(0.29	)		—			(0.29	)		11.43		18.33			9,461			0.04			0.00			2.09			17
	5/31/12			10.39		0.22			(0.42	)		(0.20	)		(0.27	)		—			(0.27	)		9.92		(1.79	)		6,724			0.04			0.00			2.26			15
	5/31/11	^†		9.40		0.17			1.01			1.18			(0.19	)		—			(0.19	)		10.39		12.66	^b		4,142			0.06	^c		0.00	^c		2.53	^c		10	^b
	9/30/10			8.73		0.24			0.67			0.91			(0.24	)		—			(0.24	)		9.40		10.52			2,542			0.06			0.00			2.68			21
	9/30/09			8.86		0.24			(0.13	)		0.11			(0.24	)		—			(0.24	)		8.73		1.74			2,011			0.10			0.00			3.13			48

Retirement Class:	5/31/14			11.42		0.19			1.16			1.35			(0.35	)		(0.11	)		(0.46	)		12.31		12.02			41,320			0.29			0.25			1.60			15
	5/31/13			9.91		0.20			1.57			1.77			(0.26	)		—			(0.26	)		11.42		18.04			31,195			0.29			0.25			1.84			17
	5/31/12			10.38		0.19			(0.41	)		(0.22	)		(0.25	)		—			(0.25	)		9.91		(2.04	)		29,993			0.29			0.25			1.96			15
	5/31/11	^†		9.39		0.14			1.03			1.17			(0.18	)		—			(0.18	)		10.38		12.54	^b		32,622			0.31	^c		0.25	^c		2.18	^c		10	^b
	9/30/10			8.72		0.21			0.67			0.88			(0.21	)		—			(0.21	)		9.39		10.26			24,404			0.30			0.25			2.36			21
	9/30/09			8.86		0.21			(0.12	)		0.09			(0.23	)		—			(0.23	)		8.72		1.39			21,287			0.34			0.25			2.80			48

Retail Class:	5/31/14			11.45		0.19			1.17			1.36			(0.35	)		(0.11	)		(0.46	)		12.35		12.08			683,724			0.35			0.25			1.59			15
	5/31/13			9.94		0.21			1.56			1.77			(0.26	)		—			(0.26	)		11.45		18.00			607,883			0.36			0.25			1.92			17
	5/31/12			10.41		0.20			(0.42	)		(0.22	)		(0.25	)		—			(0.25	)		9.94		(2.03	)		525,266			0.33			0.25			1.97			15
	5/31/11	^†		9.42		0.15			1.02			1.17			(0.18	)		—			(0.18	)		10.41		12.52	^b		562,043			0.26	^c		0.21	^c		2.29	^c		10	^b
	9/30/10			8.75		0.22			0.67			0.89			(0.22	)		—			(0.22	)		9.42		10.34			505,725			0.21			0.16			2.47			21
	9/30/09			8.88		0.24			(0.13	)		0.11			(0.24	)		—			(0.24	)		8.75		1.70			471,190			0.44			0.05			3.13			48

^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.
^j	Short-term capital gains distributions are presented in net realized and unrealized gain (loss) on total investments for all periods presented.
^†	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.

2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

See notes to financial statements

TIAA-CREF Managed Allocation Fund ■ 2014 Annual Report

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 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.

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 from affiliated investments are recorded on the ex-dividend date. Dividends from affiliated investments are recorded as dividend income, while capital gain distributions, including short-term capital gain distributions, are recorded as gain distributions from affiliated investments on the Statement of Operations. Realized gains and losses on sales from investments in affiliated 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.

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

2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

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. The Fund files income tax returns in U.S. federal jurisdictions and applicable state and local jurisdictions. The Fund’s federal income tax returns are generally subject to examination for a period of three fiscal years after filed. State and local tax returns may be subject to examination for an additional period of time depending on the jurisdiction. Management has analyzed the Fund’s tax positions taken for all open federal income tax years 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 year ended May 31, 2014, permanent book and tax differences resulting primarily from the reclassification of short-term capital gain distributions received from underlying funds from realized gain (loss) to ordinary income and the utilization of tax equalization credits were identified and reclassified among the components of the Fund’s 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 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.

New accounting pronouncement: In June 2013, the Financial Accounting Standards Board issued Accounting Standard Update No. 2013-08 Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements (the “Update”). The Update modifies the criteria used in determining an investment company under U.S. GAAP and establishes certain measurement and disclosure requirements. The Update establishes that an entity regulated under the 1940 Act is automatically an investment company under U.S. GAAP. The Update is effective for interim and annual reporting periods beginning after December 15, 2013. The Fund expects to adopt these new disclosure requirements for the November 30, 2014 semiannual report. Management has reviewed the new requirements and has determined the adoption of the Update will not have a material impact on the Fund’s financial statements and notes disclosures.

TIAA-CREF Managed Allocation Fund ■ 2014 Annual Report

Notes to financial statements

Note 2—valuation of investments

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

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

Transfers between levels are recognized at the end of the reporting period. For the year ended May 31, 2014, there were no transfers between levels by the Fund.

As of May 31, 2014, 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 compliance services to the Fund.

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

2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

continued

Advisors under the Service Agreement. Under the terms of a distribution Rule 12b-1 plan, the Retail Class of the Fund compensated TPIS for providing distribution, promotional, and/or shareholder services to the Retail Class of the Fund at the annual rate of 0.25% of the average daily net assets attributable to the Fund’s Retail Class.

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 commissions and other transactional expenses, acquired fund fees and expenses and extraordinary expenses) exceeds 0.00% of average daily net assets for the Institutional Class shares; and 0.25% of average daily net assets for the Retirement and Retail Class shares. The expense reimbursement arrangements will continue through at least September 30, 2015, unless changed with approval of the Board.

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:

												Value at
	Value at		Purchases		Sales		Realized			Dividend		May 31,
Issue	May 31, 2013		cost		proceeds		gain (loss		)	income		2014

TIAA-CREF Managed Allocation Fund
TIAA-CREF Bond Plus	$	241,420,872	$	52,801,166	$	18,243,614	$	523,128		$	7,016,209	$	277,892,585
TIAA-CREF Emerging Markets Equity		26,075,520		2,958,856		4,286,971		(245,865	)		168,370		24,977,579
TIAA-CREF Enhanced International Equity Index		32,450,184		6,433,712		8,734,087		(97,338	)		1,004,302		34,211,263
TIAA-CREF Enhanced Large-Cap Growth Index		50,680,829		8,407,990		5,583,571		4,255,799			548,422		58,835,658
TIAA-CREF Enhanced Large-Cap Value Index		54,723,929		7,136,113		10,212,033		4,341,705			775,626		56,959,741
TIAA-CREF Global Natural Resources		1,595,189		6,478,836		1,215,674		(4,107	)		125,656		7,201,937
TIAA-CREF Growth & Income		46,375,544		6,747,362		7,810,825		6,067,733			558,761		48,988,384
TIAA-CREF High-Yield		13,018,324		2,460,622		815,971		296,600			747,760		14,593,820
TIAA-CREF International Equity		39,837,298		4,465,236		14,550,288		(2,074,782	)		541,143		36,060,296
TIAA-CREF International Opportunities		7,084,276		27,146,660		1,924,281		14,928			118,074		34,163,662
TIAA-CREF Large-Cap Growth		49,648,612		9,089,160		7,984,267		5,232,443			197,139		58,320,941
TIAA-CREF Large-Cap Value		53,758,500		7,114,935		9,496,151		5,700,690			693,885		56,216,623
TIAA-CREF Mid-Cap Growth		2,957,928		1,289,725		1,984,997		808,794			5,653		2,477,443
TIAA-CREF Mid-Cap Value		3,567,100		338,320		2,205,301		789,996			23,125		2,093,054
TIAA-CREF Money Market		2,191,973		8,966		2,127,395		—			5		73,544
TIAA-CREF Small-Cap Equity		22,632,824		3,586,935		4,426,301		2,529,664			190,540		23,844,711

	$	648,018,902	$	146,464,594	$	101,601,727	$	28,139,388		$	12,714,670	$	736,911,241

TIAA-CREF Managed Allocation Fund ■ 2014 Annual Report

Notes to financial statements

Note 4—investments

Net unrealized appreciation (depreciation): At May 31, 2014, the cost of portfolio investments for federal income tax purposes was $631,752,826. Net unrealized appreciation of portfolio investments for federal income tax purposes was $105,158,415, consisting of gross unrealized appreciation of $105,158,415. There was no gross unrealized depreciation.

Purchases and sales: Purchases and sales of portfolio securities (other than short-term instruments) for the year ended May 31, 2014 were $146,464,594 and $101,601,727, respectively.

Note 5—distributions to shareholders and other tax items

The tax character of distributions paid to shareholders during the year ended May 31, 2014, and the year ended May 31, 2013 was as follows:

		Long-term
	Ordinary income	capital gains	Total

5/31/2014	$20,372,651	$6,090,137	$26,462,788
5/31/2013	14,343,632	—	14,343,632

As of May 31, 2014, the components of accumulated earnings on a tax basis consisted of $1,205,509 of undistributed ordinary income, $16,927,396 of undistributed long-term capital gains, and $105,158,417 of unrealized appreciation.

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—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. This facility expired June 2014. A new facility was entered into on June 24, 2014 expiring June 23, 2015. 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 accounts or funds at a specified rate of interest. The Fund is not liable for borrowings under the facility by other affiliated accounts or mutual funds. For the year ended May 31, 2014, there were no borrowings under this credit facility by the Fund.

2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

concluded

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.

TIAA-CREF Managed Allocation Fund ■ 2014 Annual Report

Report of independent registered public accounting firm

To the Board of Trustees of the TIAA-CREF Funds 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 Managed Allocation Fund (the “Fund”) at May 31, 2014, the results of its operations for the year then ended and the changes in its 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 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, 2014 by correspondence with the transfer agent, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland
July 18, 2014

2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

Trustees and officers (unaudited)

TIAA-CREF Funds ■ May 31, 2014

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), 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).	79	Director of GMO; Director, the Maine Coast Heritage Trust; Investment Committee member, Maine Community Foundation and the Elmina B. Sewall Foundation, and Trustee of the Maine Chapter of the Nature Conservancy.

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.	Vice President (1990–2006), American Beacon Advisors, Inc., and Vice President of certain funds advised by American Beacon Advisors, Inc.	79	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.; and Independent Trustee, Lazard Alternative Strategies 1099 Fund.

Michael A. Forrester c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 11/5/67	Trustee	Indefinite term. Trustee since 2007.	Chief Executive Officer (since 2014) and Chief Operating Officer (2007–2014), Copper Rock Capital Partners, LLC; Chief Operating Officer, DDJ Capital Management (2003–2006).	79	Director of Copper Rock Capital Partners, LLC (investment adviser).

TIAA-CREF Managed Allocation Fund ■ 2014 Annual Report

Trustees and officers (unaudited)

continued

TIAA-CREF Funds ■ May 31, 2014

Trustees — 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	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	Chairman of the Board and Trustee	Indefinite term. Trustee since 2005; Chairman for term ending December 31, 2015. Chairman since 2013.	James S. Reid, Jr. Professor of Law (since 2004), Senior Advisor to the President and Provost (2010–2012), Acting Dean (2009), Vice Dean for Budget (2003–2006) and on the faculty (since 1989) of Harvard Law School.	79	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.	Principal, NL Jacob Consultant (economic and business consultant) (2012–present); President and Founder (2006–2012) of NLJ Advisors, Inc. (investment adviser); President and Managing Principal, Windermere Investment Associates (1997–2006).	79	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.	Partner (2004–2010) and Managing Director (1999–2004), Goldman Sachs Asset Management.	79	Director, Sansum Clinic; Investment committee member, College of Mount Saint Vincent and Cottage Health System; 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.

2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

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, LLC; Principal, BAM Consulting LLC (2003–2009); Independent Consultant for Merrill Lynch (2003–2009).	79	Director, Arnhold and S. Bleichroeder Holdings; First Eagle Investment Management, LLC; American Legacy Foundation (Investment Committee); University of Edinburgh (Campaign Board); the North Shore Land Alliance, Prep for Prep, and Close Brothers Group plc.

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), Head (2006–2008) and Associate Head (1994–2000 and 2001–2006), Economics Department of MIT; and Program Director, NBER (1990–2008).	79	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	Trustee	Indefinite term. Trustee since 1999.	Chairman, President and Chief Executive Officer, Sloan Financial Group, Inc. (since 1991); Chairman and Chief Executive Officer (since 1991) and Chief Investment Officer (1991–2013), NCM Capital Management Group, Inc.; Chairman and Chief Executive Officer (since 2003) and Chief Investment Officer (2003–2013), NCM Capital Advisers Inc.; and Chairman, President and Principal Executive Officer, NCM Capital Investment Trust (2007–2012).	79	Director, SCANA Corporation (energy holding company); Member, Duke Children’s Hospital and Health Center National Board of Advisors.

TIAA-CREF Managed Allocation Fund ■ 2014 Annual Report

Trustees and officers (unaudited)

continued

TIAA-CREF Funds ■ May 31, 2014

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

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) and Professor, University of Texas at Austin (since 1987). Chairman, Department of Finance, University of Texas at Austin (2002–2011).	79	Member of the Board of Governors of the Investment Company Institute, the Governing Council of Independent Directors Council (an association for mutual fund directors), and Investment Advisory Committee, Employees Retirement System of Texas.

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). Partner, Wilmer Cutler Pickering Hale & Dorr LLP (1996–2009).

2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

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 Account 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). 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). Interim Chief Compliance Officer for TIAA-CREF Life Insurance Company Separate Accounts VA-1, VLI-I and VLI-2 (since 2012). Interim Chief Compliance Officer for Covariance Capital Management, Inc. (“Covariance”) (since 2013).

Carol W. Deckbar TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 9/13/62	Executive Vice President	One-year term. Executive Vice President since 2013.	Chief Executive Officer (since 2014), Chief Operating Officer (“COO”) (2013–2014), President (2012–2013), Chair (2012–2013) and Manager (since 2011) of TIAA-CREF Asset Management, LLC (“TCAM”), and Executive Vice President of the TIAA-CREF Fund Complex (since 2013). Executive Vice President (since 2013), Interim Head of Asset Management (2012–2013), Senior Vice President, Investment Products (2009–2012), Managing Director, Mutual Fund Products (2007–2009) of TIAA. Senior Managing Director and COO (2012), Senior Vice President (2010–2012), Chair (2012–2013), and Director (since 2008) of Advisors and Investment Management. Manager, President, and COO of TCAA and TCAS (since 2011). Manager of TIAA-CREF Individual and Institutional Services, LLC (since 2010). Director of Westchester Group Investment Management, Inc. (since 2011). Manager of Beaver Investment Holdings, LLC (since 2012). Director of Green Wood Resources, Inc. (since 2012). Director of TH RE Administration Ltd., TH RE FCACO Ltd., TH RE AIFM group Ltd., and TH RE Group Holdings Ltd. (2013–2014).

Phillip G. Goff TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 11/22/63	Principal Financial Officer, Principal Accounting Officer and Treasurer	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 TCAM (since 2011). Senior Vice President (since 2010) and Funds Treasurer (since 2007) of Advisors and Investment Management. Assistant Treasurer of TIAA-CREF Life Insurance Company (“TC Life”) (since 2012). Director of TIAA-CREF Trust Company, FSB (since 2008). Director, Senior Vice President and Funds Treasurer of TCAA (since 2011). Director, Senior Vice President and Funds Treasurer of TCAS (since 2011).

TIAA-CREF Managed Allocation Fund ■ 2014 Annual Report

Trustees and officers (unaudited)

concluded

TIAA-CREF Funds ■ May 31, 2014

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

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, Chief Risk Officer (since 2013) of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2009). Executive Vice President, Head of Risk Management of TIAA (2009–2013). 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). 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). Senior Managing Director, Chief Credit Risk Officer (2004–2008) of TIAA.

Robert G. Leary TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/20/61	President and Principal Executive Officer	One-year term. President and Principal Executive Officer since 2013.	Executive Vice President and President of Asset Management (since 2013) of TIAA. President and Principal Executive Officer of the TIAA-CREF Funds and TIAA-CREF Life Funds (since 2013). Manager (since 2013), President and Chief Executive Officer (2013–2014) of TCAM, and Executive Vice President of CREF and VA-1 (since 2013). Director, President and Chief Executive Officer of Advisors (since 2013). Manager, President and Chief Executive Officer of Investment Management (since 2013). Director of TH RE Ltd. (since 2013). Director (since 2013), President and Chief Executive Officer of TPIS (2013–2014). Director of TIAA International Holdings 1 Ltd., TIAA International Holdings 2 Ltd., and TIAA International Holdings 3 Ltd. (since 2013). Executive Vice President of TIAA-CREF Funds and TIAA-CREF Life Funds (June–September 2013). Representative, Securities Research, Inc. (February–May 2013). President and Chief Operating Officer, U.S., ING Americas (2011 to 2012). Chief Executive Officer, ING Insurance US (2010–2011). Chairman and Chief Executive Officer, ING Investment Management, Americas (2007–2009).

2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

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 Fund Complex (since 2012). Director, Covariance (since 2012). Director T-C Life (since 2012). Director, Kaspick & Company, LLC (since 2012). Manager, TIAA-CREF Redwood, LLC (“Redwood”) (since 2013). Director, Aspen Insurance Holdings, LLC (since 2011). 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 Managing Director and Corporate Secretary	One-year term. Senior Managing Director since 2013 and Corporate Secretary since 2012.	Senior Managing Director (since 2013), Corporate Secretary (since 2012) of TIAA and the TIAA-CREF Fund Complex. Senior Vice President of TIAA and the TIAA-CREF Fund Complex (2012–2013). Managing Director, Retirement and Individual Financial Services (2010–2012) and Vice President, Product Development and Management, Institutional Client Services (2006–2010) of TIAA.

Otha T. Spriggs, III TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 2/16/51	Executive Vice President	One-year term. Executive Vice President since 2012.	Executive Vice President and Chief Human Resources Officer (since 2012) of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2012). Senior Vice President of Human Resources, Boston Scientific (2010–2012); President of Integrated People Solutions (2009–2010); Senior Vice President, Human Resources and various human resources leadership roles, CIGNA Corp. (2001–2009).

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 Financial Services (since 2011) of TIAA, and Executive Vice President (since 2008) of the TIAA-CREF Fund Complex. 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. Director (2007–2011) and Executive Vice President (2008–2010) of TCAM. Manager (since 2006), President and Chief Executive Officer (2006–2010) of Redwood. Director of Tuition Financing (2008–2009) and Executive Vice President of TC 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); Chief Communications Officer of TIAA (2010–2011). Senior Vice President, The Hartford Financial Services Group, Inc. (2008–2010).

TIAA-CREF Managed Allocation Fund ■ 2014 Annual Report

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, the 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 meetings on March 14, 2014 and March 27, 2014, 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, other Board members and legal counsel to the Trustees to develop guidelines and specific requests relating to the types of information to be provided to the Board in connection with the proposed contract renewal. The Operations Committee also had worked with TAI to schedule and report on various follow-up items throughout the prior year that were requested by the Committee and the Board during the 2013 renewal process. During a series of meetings held prior to the March 14 and March 27, 2014 Board meetings, the Operations Committee, along with other Board Committees, as applicable, had reviewed such guidelines and follow-up 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 to be provided to the Board with respect to the Fund by the Global Fiduciary Review unit of Lipper, Inc. (“Lipper”), including meeting with representatives of Lipper in person. 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.

2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

Based on guidelines provided by the Operations Committee on behalf of the Board, Lipper produced, among other information, 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, portfolio turnover rate and brokerage commission costs. Lipper also compared much of this data for 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, and, in the case of the investment performance data, against one or more appropriate broad-based benchmark indices. In each case, Lipper summarized the methodologies it employed 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.

Among other matters, the Board also requested and reviewed various information provided by TAI to facilitate the Trustees’ evaluation of the reasonableness of any profits earned by TAI with respect to its services to the Fund pursuant to the Agreement. In this connection, the Board recognized that different Trustees could, and likely would, give different weight to different factors when evaluating the profits, if any, realized or anticipated to be realized by TAI, which is also true of their assessment of the Fund’s management fee rate and other aspects of the proposed renewal of the Agreement.

In advance of the Board meetings held on March 14 and March 27, 2014, 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 a performance rating provided by Morningstar, Inc. (“Morningstar”), which is a widely recognized mutual fund ranking service, and a narrative analysis of the performance of the Fund that had underperformed certain Board-specified criteria, 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 was 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 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

TIAA-CREF Managed Allocation Fund ■ 2014 Annual Report

Renewal of investment management agreement (unaudited)

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) 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 Form ADV registration statement as filed with the Securities and Exchange Commission (which was presented only to legal counsel for the Trustees); and (9) a proposed narrative explanation of reasons why the Board should renew the Agreement.

In considering whether to renew the Agreement with respect to the Fund, the Board reviewed various factors, 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) fees charged by other advisers; (5) the extent to which economies of scale have been realized or are anticipated to be realized as the Fund grows; (6) whether the fee schedule set forth in the Agreement reflects any such economies of scale for the benefit of Fund investors; (7) comparisons of services and fee rates with any contracts entered into by TAI with other clients to whom TAI provides comparable services; and (8) 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.

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 27, 2014, the Board voted unanimously to renew the Agreement for the Fund. Set forth below are certain general factors the Board considered for 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

2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

continued

also manage various accounts of the College Retirement Equities Fund (“CREF”), the TIAA-CREF Life Funds, TIAA Separate Account VA-1 and the other series of the Trust. Under the Agreement, TAI is responsible for, among other duties: managing the assets of the Fund (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 Fund’s assets among the underlying funds, conducting research, recommending investments and placing orders to buy and sell securities for the Fund’s investment portfolios; 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.

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 the periods indicated in the Fund-by-Fund synopsis below. The Board considered the Fund’s performance as compared to its peer group and peer universe and its benchmark index. The Board also reviewed the performance of the Fund before any reductions for fees or expenses. This analysis considered the impact of NAV rounding and excluded the effects of fair valuation, securities lending and class action litigation on the Fund’s performance as compared to the performance of its benchmark index. In this regard, the Board considered that the performance of the Fund compared favorably to its benchmark (after considering the effect of expenses incurred to operate the Fund and certain other relevant factors) and the Fund ranked in the top two performance quintiles versus its peer group and universe of mutual funds. (For additional detail regarding the Fund’s performance, see the synopsis below.) Thus, the Board concluded that, under the totality of circumstances, the investment performance of the Fund was within an acceptable range.

Cost and profitability

The Board considered financial and profitability data relating to TAI for the calendar year 2013 with respect to the Fund based upon the cost allocation methodology utilized by TAI and its affiliates in 2013, as well as the new methodology to be utilized in 2014. The Board considered TAI’s profit calculations with respect to its services to

TIAA-CREF Managed Allocation Fund ■ 2014 Annual Report

Renewal of investment management agreement (unaudited)

the 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 Fund. The Board also noted that TAI did not charge a management fee for its advisory services to the Fund. 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 Fund which would reduce the Fund’s expenses. The Board considered that TAI had not earned profits with respect to the Fund under the Agreement and expected this trend to continue. The Board also considered that TAI may have indirect earnings with respect to the Fund based on the Funds’ investment in affiliated underlying funds also managed by TAI.

Fees charged by other advisers

The Board considered that the management fee rate charged to the Fund under the Agreement typically was lower than the management fee rates charged by many or most other comparable mutual funds since TAI did not charge the Fund at all for advisory services.

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 also considered that because TAI operated the Fund at a loss, there was little opportunity to pass economies of scale on to Fund shareholders. Based on all factors considered, the Board concluded that the Fund’s fee schedule was 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, the Lifecycle Index Funds, which also have annual management fees of 0.10%, with partial, voluntary waivers for some of these funds, and the TIAA-CREF Lifecycle Funds, which also have an annual management fee of 0.10%, which are entirely waived by TAI. 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 waive or reimburse fees of certain of the underlying funds in which the Fund invests. In

2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

continued

addition, TAI and its affiliates may benefit from the advisory relationship with the Fund 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. Both TAI and certain Funds managed by TAI or its affiliates may benefit from economies of scale to the extent that these Funds are managed in the same manner and by the same personnel as certain of the CREF Accounts. TAI may also benefit from the Fund’s 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 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 Institutional Class shares of the Fund (unless noted). Because the Institutional Class generally has lower non-management expenses than the Retirement, Premier and Retail Classes of the Fund, the expenses and performance of these other Classes will differ from the expenses and performance shown for the Institutional Class. Comparative Lipper expense and performance rankings are as of March 31, 2013; all other time periods referenced below are ended December 31, 2013. Under the Morningstar rating system, 5 stars is the highest (best) rating category and 1 star is the lowest (worst) 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 the Fund during 2013 under the Agreement.

Managed Allocation Fund

•	The Fund’s annual contractual management fee is 0.00% of average daily net assets.
•	The Fund’s management fees did not have a group or universe of comparable funds selected by Lipper for expense comparison purpose (“Expense Group and Universe”). The Fund’s total expenses were in the first quintile of its Expense Group and 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-and three-year periods. The Fund ranked 2 out of 5 within its Performance Group for the five-year period. The Fund was in the 2nd, 1st and 2nd quintiles of the universe of comparable funds identified by Lipper for performance comparison purposes for the one-, three- and five-year periods, respectively.
•	The Fund received an Overall Morningstar Rating of 3 stars.

TIAA-CREF Managed Allocation Fund ■ 2014 Annual Report

Renewal of investment management agreement (unaudited)

concluded

•	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 the Fund.

2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

Additional information about index providers (unaudited)

Russell Indexes

MSCI Indexes

TIAA-CREF Managed Allocation Fund ■ 2014 Annual Report

Additional information about index providers (unaudited)

concluded

2014 Annual Report ■ TIAA-CREF Managed Allocation Fund

Important tax information (unaudited)

For the year ended May 31, 2014, the Fund designates $6,674,827 (or the maximum amount allowable) as being from net long-term capital gains.

For the year ended May 31, 2014, the Fund designates 28.09% (or the maximum amount allowable) of ordinary income dividends paid as qualified dividends.

For the year ended May 31, 2014, the Fund designates 16.50% (or the maximum amount allowable) of ordinary income dividends paid as qualifying for the corporate dividends received deduction.

During the year ended May 31, 2014, the Managed Allocation Fund received income of $1,716,523 ($.02995 per share) from underlying funds that was from foreign sources, and has elected to pass through foreign taxes paid by underlying funds of $130,521 ($.00228 per share).

By early 2015, 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.

TIAA-CREF Managed Allocation Fund ■ 2014 Annual Report

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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 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.

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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, 2014 and May 31, 2013, PwC’s aggregate fees for the audit of the Registrant’s annual financial statements were $333,200 and $329,000, respectively.

4(b) Audit Related Fees.

For the fiscal years ended May 31, 2014 and May 31, 2013, 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 fiscal years ended May 31, 2014 and May 31, 2013, 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 and $0, respectively.

4(c) Tax Fees.

For the fiscal years ended May 31, 2014 and May 31, 2013, PwC’s aggregate fees for tax services billed to the Registrant were $305,200 and $299,768, respectively.

For the fiscal years ended May 31, 2014 and May 31, 2013, the Tax Fees billed by PwC to the Fund Service Providers were $0 and $0.

4(d) All Other Fees.

For the fiscal years ended May 31, 2014 and May 31, 2013, PwC’s aggregate fees for all other services billed to the Registrant were $14,700 and $15,000, respectively.

For the fiscal years ended May 31, 2014 and May 31, 2013, PwC’s aggregate fees for all other services billed to the Fund Service Providers were $0 and $0, respectively.

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, 2014 and May 31, 2013 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, 2014 and May 31, 2013 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, 2014 and May 31, 2013 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, 2014 and May 31, 2013 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, 2014 and May 31, 2013 on behalf 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, 2014 and May 31, 2013, aggregate non-audit fees billed to the Registrant and to its Fund Service Providers by PwC were $301,500 and $383,372, 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.

Not Applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

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 of the filing date of the report 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 14, 2014	By:	/s/ Robert G. Leary
		Robert G. Leary
		President and Principal Executive Officer

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 14, 2014	By:	/s/ Robert G. Leary
		Robert G. Leary
		President and Principal Executive Officer (principal executive officer)

Dated: July 14, 2014	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 of principal executive officer and principal financial officer