MFS Series Trust Xii N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21780

MFS SERIES TRUST XII

(Exact name of registrant as specified in charter)

111 Huntington Avenue, Boston, Massachusetts 02199

(Address of principal executive offices) (Zip code)

Susan S. Newton

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, Massachusetts 02199

(Name and address of agents for service)

Registrant’s telephone number, including area code: (617) 954-5000

Date of fiscal year end: April 30

Date of reporting period: October 31, 2013*

* This Form N-CSR pertains to the following series of the Registrant: MFS Lifetime Retirement Income Fund, MFS Lifetime 2010 Fund, MFS Lifetime 2015 Fund, MFS Lifetime 2020 Fund, MFS Lifetime 2025 Fund, MFS Lifetime 2030 Fund, MFS Lifetime 2035 Fund, MFS Lifetime 2040 Fund, MFS Lifetime 2045 Fund, MFS Lifetime 2050 Fund, and MFS Lifetime 2055 Fund. The remaining series of the Registrant has a fiscal year end of October 31.

ITEM 1. REPORTS TO STOCKHOLDERS.

SEMIANNUAL REPORT

October 31, 2013

MFS® LIFETIME® FUNDS

MFS® Lifetime® Retirement Income Fund

MFS® Lifetime® 2010 Fund

MFS® Lifetime® 2015 Fund

MFS® Lifetime® 2020 Fund

MFS® Lifetime® 2025 Fund

MFS® Lifetime® 2030 Fund

MFS® Lifetime® 2035 Fund

MFS® Lifetime® 2040 Fund

MFS® Lifetime® 2045 Fund

MFS® Lifetime® 2050 Fund

MFS® Lifetime® 2055 Fund

LTF-SEM

MFS® LIFETIME FUNDS

CONTENTS

Letter from the Chairman and CEO	1
Portfolio composition	2
Expense tables	13
Portfolios of investments	25
Statements of assets and liabilities	34
Statements of operations	38
Statements of changes in net assets	40
Financial highlights	42
Notes to financial statements	97
Board review of investment advisory agreement	124
Board approval of investment advisory agreement	127
Proxy voting policies and information	127
Quarterly portfolio disclosure	127
Further information	127
Provision of financial reports and summary prospectuses	127
Contact information    back cover

The report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

NOT FDIC INSURED Ÿ MAY LOSE VALUE Ÿ NO BANK GUARANTEE

LETTER FROM THE CHAIRMAN AND CEO

Dear Shareholders:

The global economy is trending toward growth again despite risks created by the U.S. government’s gridlock. The eurozone has emerged from its 18-month-long recession. However, unemployment in the region persists at historically high levels. The U.K. economy is on the rebound. China’s economic gauges are improving and point toward expansion. And Japan’s aggressive program of monetary easing is showing signs of success.

The U.S. Federal Reserve’s expected tapering of its bond-buying stimulus program — telegraphed in the spring and delayed in September — has weighed on global markets. Emerging markets have borne much of the brunt, with currency values dropping and nervous investors seeking safety elsewhere. The greatest threat to global economic recovery now appears to be related to the U.S. government’s impasse. While the tensions surrounding the 16-day government shutdown and potential U.S. debt default have dissipated, another round of potential gridlock lies ahead early in 2014, with the next U.S. budget and debt ceiling deadlines.

As always, managing risk in the face of uncertainty remains a top priority for investors. At MFS®, our uniquely collaborative investment process employs integrated, global research and active risk management. Our global team of investment professionals shares ideas and evaluates opportunities across continents, investment disciplines and asset classes — all with a goal of building better insights, and ultimately better results, for our clients.

We are mindful of the many economic challenges investors face, and believe it is more important than ever to maintain a long-term view and employ time-tested principles, such as asset allocation and diversification. We remain confident that our unique approach can serve investors well as they work with their financial advisors to identify and pursue the most suitable opportunities.

Respectfully,

Robert J. Manning

Chairman and Chief Executive Officer

MFS Investment Management®

December 16, 2013

The opinions expressed in this letter are subject to change, may not be relied upon for investment advice, and no forecasts can be guaranteed.

1

PORTFOLIO COMPOSITION

MFS Lifetime Retirement Income Fund

Portfolio actual allocation

Portfolio holdings
MFS Research Bond Fund	22.0%
MFS Limited Maturity Fund	19.9%
MFS Government Securities Fund	10.0%
MFS Inflation-Adjusted Bond Fund	10.0%
MFS Global Bond Fund	5.0%
MFS Value Fund	4.1%
MFS Growth Fund	4.0%
MFS Research Fund	4.0%
MFS Mid Cap Value Fund	3.0%
MFS High Income Fund	3.0%
MFS Mid Cap Growth Fund	3.0%
MFS Research International Fund	3.0%
MFS Absolute Return Fund	2.0%
MFS New Discovery Value Fund	1.0%
MFS Emerging Markets Debt Fund	1.0%
MFS International Value Fund	1.0%
MFS International Growth Fund	1.0%
MFS New Discovery Fund	1.0%
MFS Global Real Estate Fund	1.0%
MFS Commodity Strategy Fund	0.9%
Cash & Other Net Assets	0.1%

Portfolio target allocation

Percentages are based on net assets as of 10/31/13.

The portfolio is actively managed and current holdings may be different.

2

Portfolio Composition – continued

MFS Lifetime 2010 Fund

Portfolio actual allocation

Portfolio holdings
MFS Research Bond Fund	22.0%
MFS Limited Maturity Fund	20.0%
MFS Government Securities Fund	10.0%
MFS Inflation-Adjusted Bond Fund	9.9%
MFS Global Bond Fund	5.0%
MFS Growth Fund	4.0%
MFS Value Fund	4.0%
MFS Research Fund	3.9%
MFS High Income Fund	3.0%
MFS Mid Cap Value Fund	3.0%
MFS Mid Cap Growth Fund	3.0%
MFS Research International Fund	3.0%
MFS Absolute Return Fund	2.0%
MFS Emerging Markets Debt Fund	1.0%
MFS New Discovery Fund	1.0%
MFS International Value Fund	1.0%
MFS New Discovery Value Fund	1.0%
MFS Global Real Estate Fund	1.0%
MFS International Growth Fund	1.0%
MFS Commodity Strategy Fund	1.0%
Cash & Other Net Assets	0.2%

Portfolio target allocation

Percentages are based on net assets as of 10/31/13.

The portfolio is actively managed and current holdings may be different.

3

Portfolio Composition – continued

MFS Lifetime 2015 Fund

Portfolio actual allocation

Portfolio holdings
MFS Research Bond Fund	20.0%
MFS Limited Maturity Fund	16.0%
MFS Government Securities Fund	10.0%
MFS Inflation-Adjusted Bond Fund	9.9%
MFS Global Bond Fund	5.0%
MFS Value Fund	4.8%
MFS Growth Fund	4.8%
MFS Research Fund	4.8%
MFS High Income Fund	3.8%
MFS Mid Cap Value Fund	3.4%
MFS Mid Cap Growth Fund	3.4%
MFS Research International Fund	3.4%
MFS Absolute Return Fund	2.0%
MFS Emerging Markets Debt Fund	1.8%
MFS International Value Fund	1.4%
MFS International Growth Fund	1.4%
MFS New Discovery Value Fund	1.0%
MFS Global Real Estate Fund	1.0%
MFS New Discovery Fund	1.0%
MFS Commodity Strategy Fund	1.0%
Cash & Other Net Assets	0.1%

Portfolio target allocation

Percentages are based on net assets as of 10/31/13.

The portfolio is actively managed and current holdings may be different.

4

Portfolio Composition – continued

MFS Lifetime 2020 Fund

Portfolio actual allocation

Portfolio holdings
MFS Research Bond Fund	15.1%
MFS Government Securities Fund	10.0%
MFS Inflation-Adjusted Bond Fund	8.0%
MFS Value Fund	6.9%
MFS Growth Fund	6.8%
MFS Research Fund	6.8%
MFS Limited Maturity Fund	6.1%
MFS Mid Cap Value Fund	5.2%
MFS Mid Cap Growth Fund	5.2%
MFS High Income Fund	5.0%
MFS Global Bond Fund	5.0%
MFS Research International Fund	4.7%
MFS Emerging Markets Debt Fund	3.0%
MFS International Value Fund	2.4%
MFS International Growth Fund	2.4%
MFS Commodity Strategy Fund	1.7%
MFS Absolute Return Fund	1.6%
MFS Global Real Estate Fund	1.4%
MFS New Discovery Value Fund	1.2%
MFS New Discovery Fund	1.2%
MFS International New Discovery Fund	0.4%
Cash & Other Net Assets	(0.1)%

Portfolio target allocation

From time to time “Cash & Other Net Assets” may be negative due to timing of cash receipts.

Percentages are based on net assets as of 10/31/13.

The portfolio is actively managed and current holdings may be different.

5

Portfolio Composition – continued

MFS Lifetime 2025 Fund

Portfolio actual allocation

Portfolio holdings
MFS Value Fund	9.2%
MFS Growth Fund	9.2%
MFS Research Bond Fund	8.5%
MFS Research Fund	8.0%
MFS Mid Cap Value Fund	7.8%
MFS Mid Cap Growth Fund	7.7%
MFS Research International Fund	6.4%
MFS Government Securities Fund	6.2%
MFS High Income Fund	5.0%
MFS Inflation-Adjusted Bond Fund	5.0%
MFS Global Bond Fund	4.6%
MFS International Value Fund	3.8%
MFS International Growth Fund	3.7%
MFS Commodity Strategy Fund	3.3%
MFS Emerging Markets Debt Fund	3.0%
MFS Global Real Estate Fund	2.4%
MFS New Discovery Value Fund	1.7%
MFS New Discovery Fund	1.7%
MFS International New Discovery Fund	1.4%
MFS Absolute Return Fund	1.0%
MFS Emerging Markets Equity Fund	0.4%
Cash & Other Net Assets (o)	0.0%

Portfolio target allocation

(o) Less than 0.1%.

Percentages are based on net assets as of 10/31/13.

The portfolio is actively managed and current holdings may be different.

6

Portfolio Composition – continued

MFS Lifetime 2030 Fund

Portfolio actual allocation

Portfolio holdings
MFS Value Fund	11.3%
MFS Growth Fund	11.2%
MFS Mid Cap Value Fund	9.2%
MFS Mid Cap Growth Fund	9.2%
MFS Research Fund	8.0%
MFS Research International Fund	7.2%
MFS International Value Fund	5.4%
MFS International Growth Fund	5.3%
MFS Inflation-Adjusted Bond Fund	4.5%
MFS Commodity Strategy Fund	4.1%
MFS High Income Fund	4.1%
MFS Global Real Estate Fund	3.4%
MFS Global Bond Fund	3.2%
MFS Research Bond Fund	2.9%
MFS Emerging Markets Debt Fund	2.5%
MFS International New Discovery Fund	2.4%
MFS New Discovery Value Fund	2.1%
MFS New Discovery Fund	2.1%
MFS Emerging Markets Equity Fund	1.2%
MFS Absolute Return Fund	0.8%
Cash & Other Net Assets	(0.1)%

Portfolio target allocation

From time to time “Cash & Other Net Assets” may be negative due to timing of cash receipts.

Percentages are based on net assets as of 10/31/13.

The portfolio is actively managed and current holdings may be different.

7

Portfolio Composition – continued

MFS Lifetime 2035 Fund

Portfolio actual allocation

Portfolio holdings
MFS Value Fund	11.7%
MFS Growth Fund	11.7%
MFS Mid Cap Value Fund	9.7%
MFS Mid Cap Growth Fund	9.7%
MFS Research Fund	8.0%
MFS Research International Fund	7.7%
MFS International Value Fund	6.4%
MFS International Growth Fund	6.3%
MFS Commodity Strategy Fund	4.7%
MFS Global Real Estate Fund	4.4%
MFS International New Discovery Fund	3.4%
MFS Inflation-Adjusted Bond Fund	3.3%
MFS Research Bond Fund	2.7%
MFS New Discovery Value Fund	2.4%
MFS New Discovery Fund	2.3%
MFS Emerging Markets Equity Fund	1.7%
MFS High Income Fund	1.5%
MFS Global Bond Fund	1.2%
MFS Emerging Markets Debt Fund	0.9%
MFS Absolute Return Fund	0.3%
Cash & Other Net Assets (o)	0.0%

Portfolio target allocation

(o) Less than 0.1%.

Percentages are based on net assets as of 10/31/13.

The portfolio is actively managed and current holdings may be different.

8

Portfolio Composition – continued

MFS Lifetime 2040 Fund

Portfolio actual allocation

Portfolio holdings
MFS Value Fund	12.0%
MFS Growth Fund	12.0%
MFS Mid Cap Value Fund	10.1%
MFS Mid Cap Growth Fund	10.0%
MFS Research Fund	8.0%
MFS Research International Fund	8.0%
MFS International Value Fund	7.0%
MFS International Growth Fund	7.0%
MFS Commodity Strategy Fund	5.0%
MFS Global Real Estate Fund	4.9%
MFS International New Discovery Fund	4.0%
MFS Research Bond Fund	2.5%
MFS Inflation-Adjusted Bond Fund	2.5%
MFS New Discovery Value Fund	2.5%
MFS New Discovery Fund	2.5%
MFS Emerging Markets Equity Fund	2.0%
Cash & Other Net Assets (o)	0.0%

Portfolio target allocation

(o) Less than 0.1%.

Percentages are based on net assets as of 10/31/13.

The portfolio is actively managed and current holdings may be different.

9

Portfolio Composition – continued

MFS Lifetime 2045 Fund

Portfolio actual allocation

Portfolio holdings
MFS Value Fund	12.0%
MFS Growth Fund	12.0%
MFS Mid Cap Value Fund	10.0%
MFS Mid Cap Growth Fund	10.0%
MFS Research Fund	8.0%
MFS Research International Fund	7.9%
MFS International Value Fund	7.0%
MFS International Growth Fund	7.0%
MFS Commodity Strategy Fund	5.0%
MFS Global Real Estate Fund	5.0%
MFS International New Discovery Fund	4.0%
MFS Research Bond Fund	2.5%
MFS Inflation-Adjusted Bond Fund	2.5%
MFS New Discovery Value Fund	2.5%
MFS New Discovery Fund	2.5%
MFS Emerging Markets Equity Fund	2.0%
Cash & Other Net Assets	0.1%

Portfolio target allocation

Percentages are based on net assets as of 10/31/13.

The portfolio is actively managed and current holdings may be different.

10

Portfolio Composition – continued

MFS Lifetime 2050 Fund

Portfolio actual allocation

Portfolio holdings
MFS Value Fund	12.0%
MFS Growth Fund	12.0%
MFS Mid Cap Value Fund	10.0%
MFS Mid Cap Growth Fund	10.0%
MFS Research International Fund	8.0%
MFS Research Fund	8.0%
MFS International Value Fund	7.0%
MFS International Growth Fund	7.0%
MFS Commodity Strategy Fund	5.0%
MFS Global Real Estate Fund	5.0%
MFS International New Discovery Fund	4.0%
MFS Research Bond Fund	2.5%
MFS Inflation-Adjusted Bond Fund	2.5%
MFS New Discovery Value Fund	2.5%
MFS New Discovery Fund	2.5%
MFS Emerging Markets Equity Fund	2.0%
Cash & Other Net Assets (o)	0.0%

Portfolio target allocation

(o) Less than 0.1%.

Percentages are based on net assets as of 10/31/13.

The portfolio is actively managed and current holdings may be different.

11

Portfolio Composition – continued

MFS Lifetime 2055 Fund

Portfolio actual allocation

Portfolio holdings
MFS Value Fund	11.8%
MFS Growth Fund	11.8%
MFS Mid Cap Value Fund	9.9%
MFS Mid Cap Growth Fund	9.9%
MFS Research Fund	7.9%
MFS Research International Fund	7.9%
MFS International Value Fund	6.9%
MFS International Growth Fund	6.9%
MFS Commodity Strategy Fund	5.0%
MFS Global Real Estate Fund	4.9%
MFS International New Discovery Fund	4.0%
MFS Research Bond Fund	2.5%
MFS Inflation-Adjusted Bond Fund	2.5%
MFS New Discovery Value Fund	2.5%
MFS New Discovery Fund	2.5%
MFS Emerging Markets Equity Fund	2.0%
Cash & Other Net Assets	1.1%

Portfolio target allocation

Percentages are based on net assets as of 10/31/13.

The portfolio is actively managed and current holdings may be different.

12

EXPENSE TABLES

Fund expenses borne by the shareholders during the period, May 1, 2013 through October 31, 2013

As a shareholder of the funds, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase or redemption payments, and (2) ongoing costs, including distribution and service (12b-1) fees; and other fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the funds and to compare these costs with the ongoing costs of investing in other mutual funds.

In addition to the fees and expenses which each fund bears directly, each fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which each fund invests. Because the underlying funds have varied expenses and fee levels and each fund may own different proportions of the underlying funds at different times, the amount of fees and expenses incurred indirectly by each fund will vary. If these transactional and indirect costs were included, your costs would have been higher.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2013 through October 31, 2013.

Actual expenses

The first line for each share class in the following tables provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The second line for each share class in the following tables provides information about hypothetical account values and hypothetical expenses based on each fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not each fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line for each share class in the tables is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

13

Expense Tables – continued

MFS LIFETIME RETIREMENT INCOME FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/13		Ending Account Value 10/31/13		Expenses Paid During Period (p) 5/01/13-10/31/13
A	Actual		0.25%		$1,000.00		$1,013.47		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
B	Actual		1.00%		$1,000.00		$1,009.69		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
C	Actual		1.00%		$1,000.00		$1,009.69		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
I	Actual		0.00%		$1,000.00		$1,013.89		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00
R1	Actual		1.00%		$1,000.00		$1,009.68		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
R2	Actual		0.50%		$1,000.00		$1,012.20		$2.54
	Hypothetical (h)		0.50%		$1,000.00		$1,022.68		$2.55
R3	Actual		0.25%		$1,000.00		$1,013.47		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
R4	Actual		0.00%		$1,000.00		$1,013.89		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00

(h) 5% class return per year before expenses.

(p) Expenses paid are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

14

Expense Tables – continued

MFS LIFETIME 2010 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/13		Ending Account Value 10/31/13		Expenses Paid During Period (p) 5/01/13-10/31/13
A	Actual		0.25%		$1,000.00		$1,013.33		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
B	Actual		1.00%		$1,000.00		$1,009.49		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
C	Actual		1.00%		$1,000.00		$1,009.59		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
I	Actual		0.00%		$1,000.00		$1,014.04		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00
R1	Actual		1.00%		$1,000.00		$1,009.59		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
R2	Actual		0.50%		$1,000.00		$1,011.86		$2.54
	Hypothetical (h)		0.50%		$1,000.00		$1,022.68		$2.55
R3	Actual		0.25%		$1,000.00		$1,013.31		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
R4	Actual		0.00%		$1,000.00		$1,014.84		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00

(h) 5% class return per year before expenses.

(p) Expenses paid are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

15

Expense Tables – continued

MFS LIFETIME 2015 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/13		Ending Account Value 10/31/13		Expenses Paid During Period (p) 5/01/13-10/31/13
A	Actual		0.25%		$1,000.00		$1,019.14		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
B	Actual		1.00%		$1,000.00		$1,015.36		$5.08
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
C	Actual		1.00%		$1,000.00		$1,015.36		$5.08
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
I	Actual		0.00%		$1,000.00		$1,020.08		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00
R1	Actual		1.00%		$1,000.00		$1,015.36		$5.08
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
R2	Actual		0.50%		$1,000.00		$1,017.24		$2.54
	Hypothetical (h)		0.50%		$1,000.00		$1,022.68		$2.55
R3	Actual		0.25%		$1,000.00		$1,019.16		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
R4	Actual		0.00%		$1,000.00		$1,020.10		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00

(h) 5% class return per year before expenses.

(p) Expenses paid are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

16

Expense Tables – continued

MFS LIFETIME 2020 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/13		Ending Account Value 10/31/13		Expenses Paid During Period (p) 5/01/13-10/31/13
A	Actual		0.25%		$1,000.00		$1,036.83		$1.28
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
B	Actual		1.00%		$1,000.00		$1,033.07		$5.12
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
C	Actual		1.00%		$1,000.00		$1,032.60		$5.12
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
I	Actual		0.00%		$1,000.00		$1,038.22		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00
R1	Actual		1.00%		$1,000.00		$1,032.28		$5.12
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
R2	Actual		0.50%		$1,000.00		$1,034.62		$2.56
	Hypothetical (h)		0.50%		$1,000.00		$1,022.68		$2.55
R3	Actual		0.25%		$1,000.00		$1,036.80		$1.28
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
R4	Actual		0.00%		$1,000.00		$1,037.45		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00

(h) 5% class return per year before expenses.

(p) Expenses paid are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

17

Expense Tables – continued

MFS LIFETIME 2025 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/13		Ending Account Value 10/31/13		Expenses Paid During Period (p) 5/01/13-10/31/13
A	Actual		0.25%		$1,000.00		$1,059.85		$1.30
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
B	Actual		1.00%		$1,000.00		$1,055.40		$5.18
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
C	Actual		1.00%		$1,000.00		$1,056.33		$5.18
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
I	Actual		0.00%		$1,000.00		$1,060.72		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00
R1	Actual		1.00%		$1,000.00		$1,055.40		$5.18
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
R2	Actual		0.50%		$1,000.00		$1,058.99		$2.59
	Hypothetical (h)		0.50%		$1,000.00		$1,022.68		$2.55
R3	Actual		0.25%		$1,000.00		$1,058.93		$1.30
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
R4	Actual		0.00%		$1,000.00		$1,060.72		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00

(h) 5% class return per year before expenses.

(p) Expenses paid are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

18

Expense Tables – continued

MFS LIFETIME 2030 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/13		Ending Account Value 10/31/13		Expenses Paid During Period (p) 5/01/13-10/31/13
A	Actual		0.25%		$1,000.00		$1,076.74		$1.31
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
B	Actual		1.00%		$1,000.00		$1,072.76		$5.22
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
C	Actual		1.00%		$1,000.00		$1,072.18		$5.22
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
I	Actual		0.00%		$1,000.00		$1,077.11		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00
R1	Actual		1.00%		$1,000.00		$1,071.83		$5.22
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
R2	Actual		0.50%		$1,000.00		$1,074.07		$2.61
	Hypothetical (h)		0.50%		$1,000.00		$1,022.68		$2.55
R3	Actual		0.25%		$1,000.00		$1,076.06		$1.31
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
R4	Actual		0.00%		$1,000.00		$1,077.23		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00

(h) 5% class return per year before expenses.

(p) Expenses paid are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

19

Expense Tables – continued

MFS LIFETIME 2035 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/13		Ending Account Value 10/31/13		Expenses Paid During Period (p) 5/01/13-10/31/13
A	Actual		0.24%		$1,000.00		$1,084.01		$1.26
	Hypothetical (h)		0.24%		$1,000.00		$1,024.00		$1.22
B	Actual		1.00%		$1,000.00		$1,079.64		$5.24
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
C	Actual		1.00%		$1,000.00		$1,080.54		$5.24
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
I	Actual		0.00%		$1,000.00		$1,084.76		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00
R1	Actual		1.00%		$1,000.00		$1,079.64		$5.24
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
R2	Actual		0.50%		$1,000.00		$1,083.11		$2.63
	Hypothetical (h)		0.50%		$1,000.00		$1,022.68		$2.55
R3	Actual		0.25%		$1,000.00		$1,083.94		$1.31
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
R4	Actual		0.00%		$1,000.00		$1,085.74		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00

(h) 5% class return per year before expenses.

(p) Expenses paid are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

Notes to Expense Table

Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above and are outside of the expense limitation arrangement. For MFS Lifetime 2035 Fund Class A shares, this rebate reduced the expense ratio above by 0.01%. See Note 3 in the Notes to Financial Statements for additional information.

20

Expense Tables – continued

MFS LIFETIME 2040 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/13		Ending Account Value 10/31/13		Expenses Paid During Period (p) 5/01/13-10/31/13
A	Actual		0.24%		$1,000.00		$1,088.87		$1.26
	Hypothetical (h)		0.24%		$1,000.00		$1,024.00		$1.22
B	Actual		1.00%		$1,000.00		$1,083.80		$5.25
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
C	Actual		1.00%		$1,000.00		$1,084.69		$5.25
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
I	Actual		0.00%		$1,000.00		$1,089.90		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00
R1	Actual		1.00%		$1,000.00		$1,084.42		$5.25
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
R2	Actual		0.50%		$1,000.00		$1,087.83		$2.63
	Hypothetical (h)		0.50%		$1,000.00		$1,022.68		$2.55
R3	Actual		0.25%		$1,000.00		$1,088.87		$1.32
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
R4	Actual		0.00%		$1,000.00		$1,089.97		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00

(h) 5% class return per year before expenses.

(p) Expenses paid are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

Notes to Expense Table

Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above and are outside of the expense limitation arrangement. For MFS Lifetime 2040 Fund Class A shares, this rebate reduced the expense ratio above by 0.01%. See Note 3 in the Notes to Financial Statements for additional information.

21

Expense Tables – continued

MFS LIFETIME 2045 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/13		Ending Account Value 10/31/13		Expenses Paid During Period (p) 5/01/13-10/31/13
A	Actual		0.19%		$1,000.00		$1,089.93		$1.00
	Hypothetical (h)		0.19%		$1,000.00		$1,024.25		$0.97
B	Actual		1.00%		$1,000.00		$1,084.76		$5.25
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
C	Actual		1.00%		$1,000.00		$1,084.76		$5.25
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
I	Actual		0.00%		$1,000.00		$1,089.85		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00
R1	Actual		1.00%		$1,000.00		$1,083.78		$5.25
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
R2	Actual		0.50%		$1,000.00		$1,087.31		$2.63
	Hypothetical (h)		0.50%		$1,000.00		$1,022.68		$2.55
R3	Actual		0.25%		$1,000.00		$1,088.05		$1.32
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
R4	Actual		0.00%		$1,000.00		$1,089.85		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00

(h) 5% class return per year before expenses.

(p) Expenses paid are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

Notes to Expense Table

Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above and are outside of the expense limitation arrangement. For MFS Lifetime 2045 Fund Class A shares, this rebate reduced the expense ratio above by 0.06%. See Note 3 in the Notes to Financial Statements for additional information.

22

Expense Tables – continued

MFS LIFETIME 2050 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/13		Ending Account Value 10/31/13		Expenses Paid During Period (p) 5/01/13-10/31/13
A	Actual		0.25%		$1,000.00		$1,088.48		$1.32
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
B	Actual		0.99%		$1,000.00		$1,084.08		$5.20
	Hypothetical (h)		0.99%		$1,000.00		$1,020.21		$5.04
C	Actual		1.00%		$1,000.00		$1,084.21		$5.25
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
I	Actual		0.00%		$1,000.00		$1,089.49		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00
R1	Actual		1.00%		$1,000.00		$1,084.15		$5.25
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
R2	Actual		0.50%		$1,000.00		$1,086.96		$2.63
	Hypothetical (h)		0.50%		$1,000.00		$1,022.68		$2.55
R3	Actual		0.25%		$1,000.00		$1,089.01		$1.32
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
R4	Actual		0.00%		$1,000.00		$1,089.55		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00

(h) 5% class return per year before expenses.

(p) Expenses paid are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

Notes to Expense Table

Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above and are outside of the expense limitation arrangement. For MFS Lifetime 2050 Fund Class B shares, this rebate reduced the expense ratio above by 0.01%. See Note 3 in the Notes to Financial Statements for additional information.

23

Expense Tables – continued

MFS LIFETIME 2055 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/13		Ending Account Value 10/31/13		Expenses Paid During Period (p) 5/01/13-10/31/13
A	Actual		0.25%		$1,000.00		$1,089.03		$1.32
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
B	Actual		1.00%		$1,000.00		$1,084.76		$5.25
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
C	Actual		1.00%		$1,000.00		$1,084.76		$5.25
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
I	Actual		0.00%		$1,000.00		$1,089.85		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00
R1	Actual		1.00%		$1,000.00		$1,084.76		$5.25
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
R2	Actual		0.50%		$1,000.00		$1,087.31		$2.63
	Hypothetical (h)		0.50%		$1,000.00		$1,022.68		$2.55
R3	Actual		0.25%		$1,000.00		$1,089.03		$1.32
	Hypothetical (h)		0.25%		$1,000.00		$1,023.95		$1.28
R4	Actual		0.00%		$1,000.00		$1,089.85		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.21		$0.00

(h) 5% class return per year before expenses.

(p) Expenses paid are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

24

PORTFOLIOS OF INVESTMENTS

10/31/13 (unaudited)

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

MFS LIFETIME RETIREMENT INCOME FUND

Underlying Affiliated Funds - 99.9%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class R5		657,856	$	6,361,471
MFS Commodity Strategy Fund - Class R5 (v)		370,548		3,138,542
MFS Emerging Markets Debt Fund - Class R5		213,359		3,198,257
MFS Global Bond Fund - Class R5		1,644,751		15,855,402
MFS Global Real Estate Fund - Class R5 (v)		205,544		3,159,210
MFS Government Securities Fund - Class R5		3,161,554		31,868,469
MFS Growth Fund - Class R5 (a)		197,552		12,846,826
MFS High Income Fund - Class R5		2,668,818		9,607,744
MFS Inflation-Adjusted Bond Fund - Class R5		3,007,768		31,822,187
MFS International Growth Fund - Class R5		113,044		3,173,141
MFS International Value Fund - Class R5		94,726		3,197,011
MFS Limited Maturity Fund - Class R5		10,504,382		63,656,554
MFS Mid Cap Growth Fund - Class R5 (a)		722,756		9,562,058
MFS Mid Cap Value Fund - Class R5		483,278		9,636,569
MFS New Discovery Fund - Class R5 (a)		107,818		3,167,702
MFS New Discovery Value Fund - Class R5		234,059		3,199,585
MFS Research Bond Fund - Class R5		6,501,614		70,217,433
MFS Research Fund - Class R5		359,333		12,806,641
MFS Research International Fund - Class R5		535,864		9,533,013
MFS Value Fund - Class R5		401,751		12,856,036
Total Underlying Affiliated Funds (Identified Cost, $292,695,783)			$	318,863,851
Money Market Funds - 0.0%
MFS Institutional Money Market Portfolio, 0.1%, at Cost and Net Asset Value (v)		7	$	7
Total Investments (Identified Cost, $292,695,790)			$	318,863,858
Other Assets, Less Liabilities - 0.1%				317,210
Net Assets - 100.0%			$	319,181,068

See Portfolio Footnotes and Notes to Financial Statements

25

Portfolios of Investments (unaudited) – continued

MFS LIFETIME 2010 FUND

Underlying Affiliated Funds - 99.8%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class R5		229,807	$	2,222,232
MFS Commodity Strategy Fund - Class R5 (v)		130,145		1,102,328
MFS Emerging Markets Debt Fund - Class R5		74,364		1,114,717
MFS Global Bond Fund - Class R5		574,346		5,536,694
MFS Global Real Estate Fund - Class R5 (v)		71,826		1,103,962
MFS Government Securities Fund - Class R5		1,103,769		11,125,990
MFS Growth Fund - Class R5 (a)		68,164		4,432,720
MFS High Income Fund - Class R5		929,805		3,347,298
MFS Inflation-Adjusted Bond Fund - Class R5		1,049,231		11,100,868
MFS International Growth Fund - Class R5		39,307		1,103,359
MFS International Value Fund - Class R5		32,821		1,107,696
MFS Limited Maturity Fund - Class R5		3,669,361		22,236,329
MFS Mid Cap Growth Fund - Class R5 (a)		251,664		3,329,520
MFS Mid Cap Value Fund - Class R5		167,006		3,330,109
MFS New Discovery Fund - Class R5 (a)		37,742		1,108,850
MFS New Discovery Value Fund - Class R5		81,025		1,107,607
MFS Research Bond Fund - Class R5		2,267,727		24,491,452
MFS Research Fund - Class R5		124,289		4,429,642
MFS Research International Fund - Class R5		186,320		3,314,627
MFS Value Fund - Class R5		138,473		4,431,144
Total Underlying Affiliated Funds (Identified Cost, $98,093,236)			$	111,077,144
Money Market Funds - 0.1%
MFS Institutional Money Market Portfolio, 0.1%, at Cost and Net Asset Value (v)		155,321	$	155,321
Total Investments (Identified Cost, $98,248,557)			$	111,232,465
Other Assets, Less Liabilities - 0.1%				61,803
Net Assets - 100.0%			$	111,294,268

See Portfolio Footnotes and Notes to Financial Statements

26

Portfolios of Investments (unaudited) – continued

MFS LIFETIME 2015 FUND

Underlying Affiliated Funds - 99.9%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class R5		81,808	$	791,079
MFS Commodity Strategy Fund - Class R5 (v)		45,908		388,842
MFS Emerging Markets Debt Fund - Class R5		47,363		709,974
MFS Global Bond Fund - Class R5		204,685		1,973,162
MFS Global Real Estate Fund - Class R5 (v)		25,789		396,384
MFS Government Securities Fund - Class R5		393,265		3,964,114
MFS Growth Fund - Class R5 (a)		29,445		1,914,785
MFS High Income Fund - Class R5		418,671		1,507,214
MFS Inflation-Adjusted Bond Fund - Class R5		374,226		3,959,315
MFS International Growth Fund - Class R5		19,609		550,426
MFS International Value Fund - Class R5		16,440		554,850
MFS Limited Maturity Fund - Class R5		1,052,467		6,377,950
MFS Mid Cap Growth Fund - Class R5 (a)		101,791		1,346,700
MFS Mid Cap Value Fund - Class R5		68,259		1,361,077
MFS New Discovery Fund - Class R5 (a)		13,385		393,255
MFS New Discovery Value Fund - Class R5		29,239		399,697
MFS Research Bond Fund - Class R5		737,835		7,968,620
MFS Research Fund - Class R5		53,670		1,912,790
MFS Research International Fund - Class R5		75,562		1,344,247
MFS Value Fund - Class R5		59,986		1,919,546
Total Underlying Affiliated Funds (Identified Cost, $38,694,032)			$	39,734,027
Money Market Funds - 0.0%
MFS Institutional Money Market Portfolio, 0.1%, at Cost and Net Asset Value (v)		4	$	4
Total Investments (Identified Cost, $38,694,036)			$	39,734,031
Other Assets, Less Liabilities - 0.1%				28,978
Net Assets - 100.0%			$	39,763,009

See Portfolio Footnotes and Notes to Financial Statements

27

Portfolios of Investments (unaudited) – continued

MFS LIFETIME 2020 FUND

Underlying Affiliated Funds - 100.1%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class R5		530,988	$	5,134,661
MFS Commodity Strategy Fund - Class R5 (v)		659,412		5,585,218
MFS Emerging Markets Debt Fund - Class R5		644,063		9,654,497
MFS Global Bond Fund - Class R5		1,653,366		15,938,450
MFS Global Real Estate Fund - Class R5 (v)		286,590		4,404,884
MFS Government Securities Fund - Class R5		3,170,192		31,955,533
MFS Growth Fund - Class R5 (a)		335,801		21,837,166
MFS High Income Fund - Class R5		4,472,296		16,100,265
MFS Inflation-Adjusted Bond Fund - Class R5		2,431,698		25,727,362
MFS International Growth Fund - Class R5		271,254		7,614,103
MFS International New Discovery Fund - Class R5		43,001		1,241,855
MFS International Value Fund - Class R5		227,303		7,671,464
MFS Limited Maturity Fund - Class R5		3,215,857		19,488,092
MFS Mid Cap Growth Fund - Class R5 (a)		1,249,851		16,535,523
MFS Mid Cap Value Fund - Class R5		837,227		16,694,311
MFS New Discovery Fund - Class R5 (a)		128,980		3,789,423
MFS New Discovery Value Fund - Class R5		280,801		3,838,550
MFS Research Bond Fund - Class R5		4,465,185		48,224,001
MFS Research Fund - Class R5		612,213		21,819,276
MFS Research International Fund - Class R5		857,013		15,246,257
MFS Value Fund - Class R5		684,370		21,899,854
Total Underlying Affiliated Funds (Identified Cost, $274,040,843)			$	320,400,745
Money Market Funds - 0.0%
MFS Institutional Money Market Portfolio, 0.1%, at Cost and Net Asset Value (v)		4	$	4
Total Investments (Identified Cost, $274,040,847)			$	320,400,749
Other Assets, Less Liabilities - (0.1)%				(227,459)
Net Assets - 100.0%			$	320,173,290

See Portfolio Footnotes and Notes to Financial Statements

28

Portfolios of Investments (unaudited) – continued

MFS LIFETIME 2025 FUND

Underlying Affiliated Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class R5		70,833	$	684,959
MFS Commodity Strategy Fund - Class R5 (v)		271,289		2,297,817
MFS Emerging Markets Debt Fund - Class R5		137,339		2,058,717
MFS Emerging Markets Equity Fund - Class R5		8,057		264,663
MFS Global Bond Fund - Class R5		326,124		3,143,838
MFS Global Real Estate Fund - Class R5 (v)		105,365		1,619,457
MFS Government Securities Fund - Class R5		418,003		4,213,468
MFS Growth Fund - Class R5 (a)		96,685		6,287,431
MFS High Income Fund - Class R5		956,606		3,443,782
MFS Inflation-Adjusted Bond Fund - Class R5		323,532		3,422,972
MFS International Growth Fund - Class R5		91,474		2,567,676
MFS International New Discovery Fund - Class R5		32,691		944,122
MFS International Value Fund - Class R5		76,482		2,581,269
MFS Mid Cap Growth Fund - Class R5 (a)		401,320		5,309,457
MFS Mid Cap Value Fund - Class R5		268,135		5,346,617
MFS New Discovery Fund - Class R5 (a)		39,156		1,150,396
MFS New Discovery Value Fund - Class R5		84,837		1,159,726
MFS Research Bond Fund - Class R5		541,775		5,851,171
MFS Research Fund - Class R5		153,775		5,480,531
MFS Research International Fund - Class R5		244,629		4,351,949
MFS Value Fund - Class R5		196,999		6,303,958
Total Underlying Affiliated Funds (Identified Cost, $63,866,121)			$	68,483,976
Money Market Funds - 0.0%
MFS Institutional Money Market Portfolio, 0.1%, at Cost and Net Asset Value (v)		12	$	12
Total Investments (Identified Cost, $63,866,133)			$	68,483,988
Other Assets, Less Liabilities - 0.0%				17,661
Net Assets - 100.0%			$	68,501,649

See Portfolio Footnotes and Notes to Financial Statements

29

Portfolios of Investments (unaudited) – continued

MFS LIFETIME 2030 FUND

Underlying Affiliated Funds - 100.1%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class R5		250,898	$	2,426,180
MFS Commodity Strategy Fund - Class R5 (v)		1,472,895		12,475,418
MFS Emerging Markets Debt Fund - Class R5		487,822		7,312,446
MFS Emerging Markets Equity Fund - Class R5		109,058		3,582,548
MFS Global Bond Fund - Class R5		1,004,503		9,683,406
MFS Global Real Estate Fund - Class R5 (v)		657,289		10,102,530
MFS Growth Fund - Class R5 (a)		519,010		33,751,214
MFS High Income Fund - Class R5		3,391,869		12,210,728
MFS Inflation-Adjusted Bond Fund - Class R5		1,283,998		13,584,697
MFS International Growth Fund - Class R5		574,651		16,130,448
MFS International New Discovery Fund - Class R5		247,761		7,155,324
MFS International Value Fund - Class R5		480,446		16,215,068
MFS Mid Cap Growth Fund - Class R5 (a)		2,088,803		27,634,868
MFS Mid Cap Value Fund - Class R5		1,395,488		27,826,040
MFS New Discovery Fund - Class R5 (a)		213,397		6,269,603
MFS New Discovery Value Fund - Class R5		461,404		6,307,399
MFS Research Bond Fund - Class R5		810,661		8,755,143
MFS Research Fund - Class R5		676,924		24,125,568
MFS Research International Fund - Class R5		1,212,332		21,567,393
MFS Value Fund - Class R5		1,057,706		33,846,600
Total Underlying Affiliated Funds (Identified Cost, $241,444,201)			$	300,962,621
Money Market Funds - 0.0%
MFS Institutional Money Market Portfolio, 0.1%, at Cost and Net Asset Value (v)		27	$	27
Total Investments (Identified Cost, $241,444,228)			$	300,962,648
Other Assets, Less Liabilities - (0.1)%				(201,845)
Net Assets - 100.0%			$	300,760,803

See Portfolio Footnotes and Notes to Financial Statements

30

Portfolios of Investments (unaudited) – continued

MFS LIFETIME 2035 FUND

Underlying Affiliated Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class R5		15,919	$	153,934
MFS Commodity Strategy Fund - Class R5 (v)		276,017		2,337,861
MFS Emerging Markets Debt Fund - Class R5		30,822		462,020
MFS Emerging Markets Equity Fund - Class R5		25,694		844,055
MFS Global Bond Fund - Class R5		63,818		615,207
MFS Global Real Estate Fund - Class R5 (v)		142,034		2,183,068
MFS Growth Fund - Class R5 (a)		89,708		5,833,729
MFS High Income Fund - Class R5		214,286		771,429
MFS Inflation-Adjusted Bond Fund - Class R5		154,294		1,632,430
MFS International Growth Fund - Class R5		113,359		3,181,976
MFS International New Discovery Fund - Class R5		58,412		1,686,942
MFS International Value Fund - Class R5		94,375		3,185,166
MFS Mid Cap Growth Fund - Class R5 (a)		365,295		4,832,851
MFS Mid Cap Value Fund - Class R5		243,242		4,850,252
MFS New Discovery Fund - Class R5 (a)		39,784		1,168,848
MFS New Discovery Value Fund - Class R5		85,590		1,170,019
MFS Research Bond Fund - Class R5		123,037		1,328,804
MFS Research Fund - Class R5		111,988		3,991,257
MFS Research International Fund - Class R5		215,560		3,834,819
MFS Value Fund - Class R5		182,626		5,844,035
Total Underlying Affiliated Funds (Identified Cost, $45,448,988)			$	49,908,702
Money Market Funds - 0.1%
MFS Institutional Money Market Portfolio, 0.1%, at Cost and Net Asset Value (v)		47,674	$	47,674
Total Investments (Identified Cost, $45,496,662)			$	49,956,376
Other Assets, Less Liabilities - (0.1)%				(38,389)
Net Assets - 100.0%			$	49,917,987

See Portfolio Footnotes and Notes to Financial Statements

31

Portfolios of Investments (unaudited) – continued

MFS LIFETIME 2040 FUND

Underlying Affiliated Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class R5 (v)		1,309,592	$	11,092,239
MFS Emerging Markets Equity Fund - Class R5		135,926		4,465,175
MFS Global Real Estate Fund - Class R5 (v)		720,747		11,077,879
MFS Growth Fund - Class R5 (a)		411,371		26,751,467
MFS Inflation-Adjusted Bond Fund - Class R5		528,298		5,589,395
MFS International Growth Fund - Class R5		553,904		15,548,089
MFS International New Discovery Fund - Class R5		308,179		8,900,215
MFS International Value Fund - Class R5		462,155		15,597,743
MFS Mid Cap Growth Fund - Class R5 (a)		1,683,345		22,270,657
MFS Mid Cap Value Fund - Class R5		1,123,622		22,405,017
MFS New Discovery Fund - Class R5 (a)		188,961		5,551,684
MFS New Discovery Value Fund - Class R5		407,361		5,568,618
MFS Research Bond Fund - Class R5		519,300		5,608,443
MFS Research Fund - Class R5		501,001		17,855,670
MFS Research International Fund - Class R5		1,000,100		17,791,777
MFS Value Fund - Class R5		838,774		26,840,760
Total Underlying Affiliated Funds (Identified Cost, $173,436,713)			$	222,914,828
Money Market Funds - 0.1%
MFS Institutional Money Market Portfolio, 0.1%, at Cost and Net Asset Value (v)		269,871	$	269,871
Total Investments (Identified Cost, $173,706,584)			$	223,184,699
Other Assets, Less Liabilities - (0.1)%				(243,871)
Net Assets - 100.0%			$	222,940,828
MFS LIFETIME 2045 FUND
Underlying Affiliated Funds - 99.9%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class R5 (v)		148,026	$	1,253,782
MFS Emerging Markets Equity Fund - Class R5		15,291		502,296
MFS Global Real Estate Fund - Class R5 (v)		81,530		1,253,124
MFS Growth Fund - Class R5 (a)		46,340		3,013,461
MFS Inflation-Adjusted Bond Fund - Class R5		59,400		628,448
MFS International Growth Fund - Class R5		62,563		1,756,130
MFS International New Discovery Fund - Class R5		34,757		1,003,776
MFS International Value Fund - Class R5		52,085		1,757,863
MFS Mid Cap Growth Fund - Class R5 (a)		189,728		2,510,099
MFS Mid Cap Value Fund - Class R5		126,327		2,518,957
MFS New Discovery Fund - Class R5 (a)		21,340		626,982
MFS New Discovery Value Fund - Class R5		45,913		627,628
MFS Research Bond Fund - Class R5		58,386		630,568
MFS Research Fund - Class R5		56,368		2,008,946
MFS Research International Fund - Class R5		112,840		2,007,432
MFS Value Fund - Class R5		94,270		3,016,626
Total Underlying Affiliated Funds (Identified Cost, $22,742,373)			$	25,116,118
Money Market Funds - 0.1%
MFS Institutional Money Market Portfolio, 0.1%, at Cost and Net Asset Value (v)		21,543	$	21,543
Total Investments (Identified Cost, $22,763,916)			$	25,137,661
Other Assets, Less Liabilities - 0.0%				7,355
Net Assets - 100.0%			$	25,145,016

See Portfolio Footnotes and Notes to Financial Statements

32

Portfolios of Investments (unaudited) – continued

MFS LIFETIME 2050 FUND

Underlying Affiliated Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class R5 (v)		267,017	$	2,261,635
MFS Emerging Markets Equity Fund - Class R5		27,543		904,782
MFS Global Real Estate Fund - Class R5 (v)		147,128		2,261,358
MFS Growth Fund - Class R5 (a)		83,474		5,428,328
MFS Inflation-Adjusted Bond Fund - Class R5		107,128		1,133,416
MFS International Growth Fund - Class R5		112,794		3,166,125
MFS International New Discovery Fund - Class R5		62,657		1,809,522
MFS International Value Fund - Class R5		93,836		3,166,970
MFS Mid Cap Growth Fund - Class R5 (a)		341,930		4,523,733
MFS Mid Cap Value Fund - Class R5		226,902		4,524,423
MFS New Discovery Fund - Class R5 (a)		38,489		1,130,809
MFS New Discovery Value Fund - Class R5		82,726		1,130,869
MFS Research Bond Fund - Class R5		105,372		1,138,019	��
MFS Research Fund - Class R5		101,540		3,618,875
MFS Research International Fund - Class R5		203,423		3,618,898
MFS Value Fund - Class R5		169,640		5,428,464
Total Underlying Affiliated Funds (Identified Cost, $39,158,837)			$	45,246,226
Money Market Funds - 0.4%
MFS Institutional Money Market Portfolio, 0.1%, at Cost and Net Asset Value (v)		206,683	$	206,683
Total Investments (Identified Cost, $39,365,520)			$	45,452,909
Other Assets, Less Liabilities - (0.4)%				(192,781)
Net Assets - 100.0%			$	45,260,128
MFS LIFETIME 2055 FUND
Underlying Affiliated Funds - 98.9%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class R5 (v)		13,994	$	118,534
MFS Emerging Markets Equity Fund - Class R5		1,445		47,460
MFS Global Real Estate Fund - Class R5 (v)		7,706		118,444
MFS Growth Fund - Class R5 (a)		4,377		284,653
MFS Inflation-Adjusted Bond Fund - Class R5		5,623		59,495
MFS International Growth Fund - Class R5		5,911		165,925
MFS International New Discovery Fund - Class R5		3,286		94,890
MFS International Value Fund - Class R5		4,922		166,109
MFS Mid Cap Growth Fund - Class R5 (a)		17,929		237,198
MFS Mid Cap Value Fund - Class R5		11,934		237,958
MFS New Discovery Fund - Class R5 (a)		2,017		59,251
MFS New Discovery Value Fund - Class R5		4,338		59,296
MFS Research Bond Fund - Class R5		5,530		59,722
MFS Research Fund - Class R5		5,325		189,796
MFS Research International Fund - Class R5		10,666		189,748
MFS Value Fund - Class R5		8,899		284,756
Total Underlying Affiliated Funds (Identified Cost, $2,122,788)			$	2,373,235
Money Market Funds - 0.2%
MFS Institutional Money Market Portfolio, 0.1%, at Cost and Net Asset Value (v)		5,785	$	5,785
Total Investments (Identified Cost, $2,128,573)			$	2,379,020
Other Assets, Less Liabilities - 0.9%				21,588
Net Assets - 100.0%			$	2,400,608

Portfolio Footnotes:

(a) Non-income producing security.

(v) Underlying affiliated fund that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

See Notes to Financial Statements

33

Financial Statements

STATEMENTS OF ASSETS AND LIABILITIES

At 10/31/13 (unaudited)

These statements represent each fund’s balance sheet, which details the assets and liabilities comprising the total value of each fund.

	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund			MFS Lifetime 2015 Fund		MFS Lifetime 2020 Fund			MFS Lifetime 2025 Fund
Assets
Investments –
Underlying affiliated funds, at value (Identified cost, $292,695,790, $98,248,557, $38,694,036, and $274,040,847, and $63,866,133, respectively)		$318,863,858			$111,232,465			$39,734,031		$320,400,749			$68,483,988
Receivables for
Investments sold		10,601			37,416			123,352		170,096			18,733
Fund shares sold		1,554,261			422,620			22,033		878,691			103,370
Receivable from investment adviser		36,869			25,404			16,268		35,832			16,865
Other assets		52,395			35,447			31,547		38,711			31,551
Total assets		$320,517,984			$111,753,352			$39,927,231		$321,524,079			$68,654,507
Liabilities
Payable to custodian		$361,029			$—			$113,945		$507,068			$22,766
Payables for
Distributions		25,741			—			—		—			—
Investments purchased		647,767			413,736			20,811		468,707			110,343
Fund shares reacquired		260,436			7,517			10,408		323,629			979
Payable to affiliates
Shareholder servicing costs		4,683			12,635			362		22,633			789
Distribution and service fees		8,916			1,910			115		4,839			248
Payable for independent Trustees’ compensation		5			4			12		4			10
Accrued expenses and other liabilities		28,339			23,282			18,569		23,909			17,723
Total liabilities		$1,336,916			$459,084			$164,222		$1,350,789			$152,858
Net assets		$319,181,068			$111,294,268			$39,763,009		$320,173,290			$68,501,649
Net assets consist of
Paid-in capital		$294,707,926			$99,663,590			$38,280,230		$280,986,863			$63,409,187
Unrealized appreciation (depreciation) on investments		26,168,068			12,983,909			1,039,995		46,359,902			4,617,855
Accumulated net realized gain (loss) on investments		(1,681,976	)		(2,667,500	)		30,207		(10,004,482	)		39,997
Accumulated undistributed (distributions in excess of) net investment income		(12,950	)		1,314,269			412,577		2,831,007			434,610
Net assets		$319,181,068			$111,294,268			$39,763,009		$320,173,290			$68,501,649

34

Statements of Assets and Liabilities (unaudited) – continued

	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2015 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2025 Fund
Net assets
Class A		$118,354,743		$19,683,037		$880,262		$41,840,820		$3,241,935
Class B		18,817,371		3,361,937		131,407		7,010,883		526,400
Class C		104,280,506		7,853,694		348,825		16,856,424		666,821
Class I		23,779,662		616,084		107,405		2,623,158		342,506
Class R1		2,261,885		4,676,704		106,342		8,205,207		115,283
Class R2		8,365,493		23,236,887		954,513		69,366,193		910,156
Class R3		14,668,250		9,800,000		3,385,023		43,559,494		7,745,218
Class R4		28,653,158		42,065,925		33,849,232		130,711,111		54,953,330
Total net assets		$319,181,068		$111,294,268		$39,763,009		$320,173,290		$68,501,649
Shares of beneficial interest outstanding
Class A		9,839,448		1,523,750		82,688		3,230,778		281,585
Class B		1,564,181		263,204		12,424		547,507		46,041
Class C		8,670,128		621,813		32,978		1,330,383		58,304
Class I		1,976,208		47,384		10,070		201,180		29,709
Class R1		187,898		370,000		10,053		641,310		10,082
Class R2		695,040		1,815,020		89,864		5,396,418		79,231
Class R3		1,219,197		757,593		318,209		3,361,834		673,245
Class R4		2,381,074		3,238,779		3,174,118		10,036,534		4,765,669
Total shares of beneficial interest outstanding		26,533,174		8,637,543		3,730,404		24,745,944		5,943,866
Class A shares
Net asset value per share
(net assets/shares of beneficial interest outstanding)		$12.03		$12.92		$10.65		$12.95		$11.51
Offering price per share (100 / 94.25 x net asset value per share)		$12.76		$13.71		$11.30		$13.74		$12.21
Class B shares
Net asset value and offering price per share
(net assets/shares of beneficial interest outstanding)		$12.03		$12.77		$10.58		$12.81		$11.43
Class C shares
Net asset value and offering price per share
(net assets/shares of beneficial interest outstanding)		$12.03		$12.63		$10.58		$12.67		$11.44
Class I shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$12.03		$13.00		$10.67		$13.04		$11.53
Class R1 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$12.04		$12.64		$10.58		$12.79		$11.43
Class R2 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$12.04		$12.80		$10.62		$12.85		$11.49
Class R3 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$12.03		$12.94		$10.64		$12.96		$11.50
Class R4 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$12.03		$12.99		$10.66		$13.02		$11.53

On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares.

See Notes to Financial Statements

35

Statements of Assets and Liabilities (unaudited) – continued

	MFS Lifetime 2030 Fund			MFS Lifetime 2035 Fund			MFS Lifetime 2040 Fund			MFS Lifetime 2045 Fund			MFS Lifetime 2050 Fund			MFS Lifetime 2055 Fund
Assets
Investments –
Underlying affiliated funds, at value (Identified cost, $241,444,228, $45,496,662, $173,706,584, $22,763,916, $39,365,520, and $2,128,573, respectively)		$300,962,648			$49,956,376			$223,184,699			$25,137,661			$45,452,909			$2,379,020
Receivables for
Investments sold		83,737			5,492			65,913			13,252			—			2,133
Fund shares sold		636,864			175,542			420,628			90,199			257,681			6,441
Receivable from investment adviser		35,397			16,685			34,462			16,450			19,573			15,827
Other assets		40,468			31,548			45,045			31,195			35,167			31,192
Total assets		$301,759,114			$50,185,643			$223,750,747			$25,288,757			$45,765,330			$2,434,613
Liabilities
Payable to custodian		$200,726			$—			$—			$—			$—			$—
Payables for
Investments purchased		649,506			247,319			699,812			109,951			434,901			14,187
Fund shares reacquired		97,018			1,140			63,934			15,044			49,790			169
Payable to affiliates
Shareholder servicing costs		22,648			1,092			20,229			819			27			606
Distribution and service fees		4,653			200			3,182			82			314			43
Payable for independent Trustees’ compensation		10			5			6			8			11			8
Accrued expenses and other liabilities		23,750			17,900			22,756			17,837			20,159			18,992
Total liabilities		$998,311			$267,656			$809,919			$143,741			$505,202			$34,005
Net assets		$300,760,803			$49,917,987			$222,940,828			$25,145,016			$45,260,128			$2,400,608
Net assets consist of
Paid-in capital		$250,722,491			$45,329,293			$179,751,800			$22,732,239			$39,315,611			$2,151,708
Unrealized appreciation (depreciation) on investments		59,518,420			4,459,714			49,478,115			2,373,745			6,087,389			250,446
Accumulated net realized gain (loss) on investments		(10,564,388	)		(141	)		(6,503,947	)		(5,621	)		(217,317	)		(1,622	)
Undistributed net investment income		1,084,280			129,121			214,860			44,653			74,445			76
Net assets		$300,760,803			$49,917,987			$222,940,828			$25,145,016			$45,260,128			$2,400,608

36

Statements of Assets and Liabilities (unaudited) – continued

	MFS Lifetime 2030 Fund		MFS Lifetime 2035 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2045 Fund		MFS Lifetime 2050 Fund		MFS Lifetime 2055 Fund
Net assets
Class A		$33,266,296		$3,159,513		$22,242,789		$791,420		$3,434,707		$255,286
Class B		7,290,126		284,735		3,717,359		257,502		543,085		121,841
Class C		11,309,489		466,201		9,017,445		269,396		722,501		208,739
Class I		7,103,445		1,096,911		6,997,233		163,066		735,336		152,593
Class R1		10,190,653		120,451		7,623,648		121,356		355,509		121,446
Class R2		68,909,449		2,129,937		51,106,026		583,336		4,623,030		140,881
Class R3		51,964,290		4,775,048		25,181,288		2,652,356		3,791,471		622,134
Class R4		110,727,055		37,885,191		97,055,040		20,306,584		31,054,489		777,688
Total net assets		$300,760,803		$49,917,987		$222,940,828		$25,145,016		$45,260,128		$2,400,608
Shares of beneficial interest outstanding
Class A		2,470,054		263,228		1,635,453		65,287		234,665		21,087
Class B		549,492		23,859		276,335		21,409		37,610		10,129
Class C		855,636		39,056		677,051		22,402		50,117		17,352
Class I		524,119		91,170		510,900		13,442		50,332		12,580
Class R1		767,362		10,094		570,628		10,087		24,640		10,096
Class R2		5,163,915		177,710		3,786,853		48,278		318,800		11,663
Class R3		3,865,128		397,506		1,852,057		218,996		260,469		51,387
Class R4		8,183,282		3,149,568		7,091,020		1,674,297		2,126,511		64,111
Total shares of beneficial interest outstanding		22,378,988		4,152,191		16,400,297		2,074,198		3,103,144		198,405
Class A shares
Net asset value per share
(net assets/shares of beneficial interest outstanding)		$13.47		$12.00		$13.60		$12.12		$14.64		$12.11
Offering price per share (100 / 94.25 x net asset value per share)		$14.29		$12.73		$14.43		$12.86		$15.53		$12.85
Class B shares
Net asset value and offering price per share
(net assets/shares of beneficial interest outstanding)		$13.27		$11.93		$13.45		$12.03		$14.44		$12.03
Class C shares
Net asset value and offering price per share
(net assets/shares of beneficial interest outstanding)		$13.22		$11.94		$13.32		$12.03		$14.42		$12.03
Class I shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$13.55		$12.03		$13.70		$12.13		$14.61		$12.13
Class R1 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$13.28		$11.93		$13.36		$12.03		$14.43		$12.03
Class R2 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$13.34		$11.99		$13.50		$12.08		$14.50		$12.08
Class R3 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$13.44		$12.01		$13.60		$12.11		$14.56		$12.11
Class R4 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$13.53		$12.03		$13.69		$12.13		$14.60		$12.13

On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares.

See Notes to Financial Statements

37

Financial Statements

STATEMENTS OF OPERATIONS

Six months ended 10/31/13 (unaudited)

These statements describe how much each fund earned in investment income and accrued in expenses. They also describe any gains or losses generated by each fund’s operations.

	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund			MFS Lifetime 2015 Fund			MFS Lifetime 2020 Fund			MFS Lifetime 2025 Fund
Net investment income
Dividends from underlying affiliated funds		$2,905,643			$1,038,135			$326,195			$2,561,061			$358,898
Other		48			14			—			45			—
Total investment income		$2,905,691			$1,038,149			$326,195			$2,561,106			$358,898
Expenses
Distribution and service fees		751,308			172,986			7,336			427,470			14,506
Shareholder servicing costs		38,281			27,864			1,447			60,776			2,591
Administrative services fee		8,823			8,823			8,823			8,823			8,823
Independent Trustees’ compensation		5,543			1,700			729			5,547			765
Custodian fee		13,369			6,663			5,173			9,762			5,376
Shareholder communications		10,471			6,899			2,225			8,848			2,338
Audit and tax fees		16,874			16,860			13,154			16,878			13,154
Legal fees		1,228			405			45			1,193			137
Registration fees		69,291			49,046			47,203			53,103			47,328
Miscellaneous		10,531			6,885			6,321			9,626			6,405
Total expenses		$925,719			$298,131			$92,456			$602,026			$101,423
Reduction of expenses by investment adviser and distributor		(174,032	)		(124,894	)		(85,028	)		(174,748	)		(86,796	)
Net expenses		$751,687			$173,237			$7,428			$427,278			$14,627
Net investment income		$2,154,004			$864,912			$318,767			$2,133,828			$344,271
Realized and unrealized gain (loss) on investments and foreign currency
Realized gain (loss) (identified cost basis)
Investments in underlying affiliated funds		$(46,556	)		$37,656			$16,967			$581,311			$(3,615	)
Capital gain distributions from underlying affiliated funds		140,850			50,888			14,679			161,729			25,566
Net realized gain (loss) on investments		$94,294			$88,544			$31,646			$743,040			$21,951
Change in unrealized appreciation (depreciation)
Investments		$1,846,484			$538,922			$463,070			$8,382,568			$3,115,365
Net realized and unrealized gain (loss) on investments		$1,940,778			$627,466			$494,716			$9,125,608			$3,137,316
Change in net assets from operations		$4,094,782			$1,492,378			$813,483			$11,259,436			$3,481,587

See Notes to Financial Statements

38

Statements of Operations (unaudited) – continued

	MFS Lifetime 2030 Fund			MFS Lifetime 2035 Fund			MFS Lifetime 2040 Fund			MFS Lifetime 2045 Fund			MFS Lifetime 2050 Fund			MFS Lifetime 2055 Fund
Net investment income
Dividends from underlying affiliated funds		$1,165,331			$117,196			$436,769			$43,518			$81,276			$3,658
Other		36			—			27			—			3			—
Total investment income		$1,165,367			$117,196			$436,796			$43,518			$81,279			$3,658
Expenses
Distribution and service fees		381,293			12,234			263,939			6,558			23,824			2,979
Shareholder servicing costs		62,123			2,550			56,601			1,596			5,691			517
Administrative services fee		8,823			8,823			8,823			8,823			8,823			8,823
Independent Trustees’ compensation		2,960			727			2,857			705			736			685
Custodian fee		8,867			5,160			7,993			4,965			5,453			4,785
Shareholder communications		8,466			2,384			8,355			2,405			2,411			2,197
Audit and tax fees		16,871			13,154			16,864			13,154			16,579			13,154
Legal fees		888			44			728			108			74			17
Registration fees		53,485			47,293			57,135			47,223			47,781			47,141
Miscellaneous		8,764			6,301			7,769			6,220			6,195			6,142
Total expenses		$552,540			$98,670			$431,064			$91,757			$117,567			$86,440
Fees paid indirectly		—			—			—			—			(2	)		—
Reduction of expenses by investment adviser and distributor		(171,156	)		(86,474	)		(167,595	)		(85,295	)		(93,734	)		(83,454	)
Net expenses		$381,384			$12,196			$263,469			$6,462			$23,831			$2,986
Net investment income		$783,983			$105,000			$173,327			$37,056			$57,448			$672
Realized and unrealized gain (loss) on investments and foreign currency
Realized gain (loss) (identified cost basis)
Investments in underlying affiliated funds		$38,294			$(24,443	)		$54,383			$(21,242	)		$(37,377	)		$(4,229	)
Capital gain distributions from underlying affiliated funds		125,194			19,241			134,269			10,700			22,681			812
Net realized gain (loss) on investments		$163,488			$(5,202	)		$188,652			$(10,542	)		$(14,696	)		$(3,417	)
Change in unrealized appreciation (depreciation)
Investments		$19,072,702			$3,228,095			$16,961,748			$1,716,293			$3,222,814			$154,424
Net realized and unrealized gain (loss) on investments		$19,236,190			$3,222,893			$17,150,400			$1,705,751			$3,208,118			$151,007
Change in net assets from operations		$20,020,173			$3,327,893			$17,323,727			$1,742,807			$3,265,566			$151,679

See Notes to Financial Statements

39

Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

Six months ended 10/31/13 (unaudited)	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund		MFS Lifetime 2015 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2025 Fund
Change in net assets
From operations
Net investment income		$2,154,004			$864,912		$318,767		$2,133,828		$344,271
Net realized gain (loss) on investments		94,294			88,544		31,646		743,040		21,951
Net unrealized gain (loss) on investments		1,846,484			538,922		463,070		8,382,568		3,115,365
Change in net assets from operations		$4,094,782			$1,492,378		$813,483		$11,259,436		$3,481,587
Distributions declared to shareholders
From net investment income		$(2,110,604	)		$—		$—		$—		$—
Change in net assets from fund share transactions		$37,314,345			$5,842,958		$9,046,614		$18,855,844		$20,168,000
Total change in net assets		$39,298,523			$7,335,336		$9,860,097		$30,115,280		$23,649,587
Net assets
At beginning of period		279,882,545			103,958,932		29,902,912		290,058,010		44,852,062
At end of period		$319,181,068			$111,294,268		$39,763,009		$320,173,290		$68,501,649
Accumulated undistributed (distributions in excess of) net investment income included in net assets at end of period		$(12,950	)		$1,314,269		$412,577		$2,831,007		$434,610

Six months ended 10/31/13 (unaudited)	MFS Lifetime 2030 Fund		MFS Lifetime 2035 Fund			MFS Lifetime 2040 Fund		MFS Lifetime 2045 Fund			MFS Lifetime 2050 Fund			MFS Lifetime 2055 Fund
Change in net assets
From operations
Net investment income		$783,983		$105,000			$173,327		$37,056			$57,448			$672
Net realized gain (loss) on investments		163,488		(5,202	)		188,652		(10,542	)		(14,696	)		(3,417	)
Net unrealized gain (loss) on investments		19,072,702		3,228,095			16,961,748		1,716,293			3,222,814			154,424
Change in net assets from operations		$20,020,173		$3,327,893			$17,323,727		$1,742,807			$3,265,566			$151,679
Change in net assets from fund share transactions		$47,332,162		$17,557,869			$22,928,598		$9,026,020			$12,751,085			$1,141,800
Total change in net assets		$67,352,335		$20,885,762			$40,252,325		$10,768,827			$16,016,651			$1,293,479
Net assets
At beginning of period		233,408,468		29,032,225			182,688,503		14,376,189			29,243,477			1,107,129
At end of period		$300,760,803		$49,917,987			$222,940,828		$25,145,016			$45,260,128			$2,400,608
Undistributed net investment income included in net assets at end of period		$1,084,280		$129,121			$214,860		$44,653			$74,445			$76

See Notes to Financial Statements

40

Statements of Changes in Net Assets – continued

Year ended 4/30/13	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund			MFS Lifetime 2015 Fund (c)			MFS Lifetime 2020 Fund			MFS Lifetime 2025 Fund (c)
Change in net assets
From operations
Net investment income		$4,076,072			$1,360,666			$98,383			$3,634,567			$96,536
Net realized gain (loss) on investments		585,129			440,258			469			934,805			20,393
Net unrealized gain (loss) on investments		11,219,997			3,445,861			576,925			16,986,903			1,502,490
Change in net assets from operations		$15,881,198			$5,246,785			$675,777			$21,556,275			$1,619,419
Distributions declared to shareholders
From net investment income		$(4,439,963	)		$(1,380,022	)		$(5,400	)		$(3,799,961	)		$(7,300	)
Change in net assets from fund share transactions		$101,470,315			$36,824,349			$29,232,535			$118,365,806			$43,239,943
Total change in net assets		$112,911,550			$40,691,112			$29,902,912			$136,122,120			$44,852,062
Net assets
At beginning of period		166,970,995			63,267,820			—			153,935,890			—
At end of period		$279,882,545			$103,958,932			$29,902,912			$290,058,010			$44,852,062
Accumulated undistributed (distributions in excess of) net investment income included in net assets at end of period		$(56,350	)		$449,357			$93,810			$697,179			$90,339

Year ended 4/30/13	MFS Lifetime 2030 Fund			MFS Lifetime 2035 Fund (c)			MFS Lifetime 2040 Fund			MFS Lifetime 2045 Fund (c)			MFS Lifetime 2050 Fund			MFS Lifetime 2055 Fund (c)
Change in net assets
From operations
Net investment income		$1,970,050			$32,465			$1,123,135			$14,883			$166,505			$6,679
Net realized gain (loss) on investments		392,229			6,475			59,423			6,205			18,401			2,870
Net unrealized gain (loss) on investments		21,744,034			1,231,619			17,918,703			657,452			2,503,762			96,022
Change in net assets from operations		$24,106,313			$1,270,559			$19,101,261			$678,540			$2,688,668			$105,571
Distributions declared to shareholders
From net investment income		$(2,100,005	)		$(9,600	)		$(1,305,006	)		$(8,350	)		$(178,904	)		$(8,350	)
Change in net assets from fund share transactions		$88,775,616			$27,771,266			$77,971,157			$13,705,999			$22,583,213			$1,009,908
Total change in net assets		$110,781,924			$29,032,225			$95,767,412			$14,376,189			$25,092,977			$1,107,129
Net assets
At beginning of period		122,626,544			—			86,921,091			—			4,150,500			—
At end of period		$233,408,468			$29,032,225			$182,688,503			$14,376,189			$29,243,477			$1,107,129
Accumulated undistributed (distributions in excess of) net investment income included in net assets at end of period		$300,297			$24,121			$41,533			$7,597			$16,997			$(596	)

(c) For the period from the commencement of the fund’s investment operations, November 2, 2012, through the stated period end.

See Notes to Financial Statements

41

Financial Statements

FINANCIAL HIGHLIGHTS

MFS LIFETIME RETIREMENT INCOME FUND

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class A
Net asset value, beginning of period		$11.97			$11.40			$11.31			$10.59			$9.00			$10.09
Income (loss) from investment operations
Net investment income (d)(l)		$0.10			$0.25			$0.31			$0.28			$0.32			$0.34
Net realized and unrealized gain (loss) on investments		0.06			0.59			0.12			0.74			1.61			(1.04	)
Total from investment operations		$0.16			$0.84			$0.43			$1.02			$1.93			$(0.70	)
Less distributions declared to shareholders
From net investment income		$(0.10	)		$(0.27	)		$(0.34	)		$(0.30	)		$(0.34	)		$(0.35	)
From net realized gain on investments		—			—			—			—			(0.00	)(w)		(0.04	)
Total distributions declared to shareholders		$(0.10	)		$(0.27	)		$(0.34	)		$(0.30	)		$(0.34	)		$(0.39	)
Net asset value, end of period (x)		$12.03			$11.97			$11.40			$11.31			$10.59			$9.00
Total return (%) (r)(s)(t)(x)		1.35	(n)		7.46			3.92			9.81			21.68			(6.90	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.37	(a)		0.40			0.44			0.52			0.70			1.23
Expenses after expense reductions (f)(h)		0.25	(a)		0.25			0.25			0.28			0.35			0.43
Net investment income (l)		1.69	(a)		2.16			2.82			2.61			3.20			3.72
Portfolio turnover		4	(n)		8			14			20			12			58
Net assets at end of period (000 omitted)		$118,355			$108,914			$61,183			$36,345			$21,257			$4,940
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class B
Net asset value, beginning of period		$11.97			$11.41			$11.32			$10.60			$9.00			$10.09
Income (loss) from investment operations
Net investment income (d)(l)		$0.06			$0.16			$0.23			$0.20			$0.25			$0.28
Net realized and unrealized gain (loss) on investments		0.05			0.58			0.12			0.74			1.61			(1.05	)
Total from investment operations		$0.11			$0.74			$0.35			$0.94			$1.86			$(0.77	)
Less distributions declared to shareholders
From net investment income		$(0.05	)		$(0.18	)		$(0.26	)		$(0.22	)		$(0.26	)		$(0.28	)
From net realized gain on investments		—			—			—			—			(0.00	)(w)		(0.04	)
Total distributions declared to shareholders		$(0.05	)		$(0.18	)		$(0.26	)		$(0.22	)		$(0.26	)		$(0.32	)
Net asset value, end of period (x)		$12.03			$11.97			$11.41			$11.32			$10.60			$9.00
Total return (%) (r)(s)(t)(x)		0.97	(n)		6.57			3.15			8.99			20.90			(7.52	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.12	(a)		1.15			1.19			1.27			1.48			1.91
Expenses after expense reductions (f)(h)		1.00	(a)		1.00			1.00			1.03			1.10			1.10
Net investment income (l)		0.95	(a)		1.41			2.07			1.85			2.47			3.11
Portfolio turnover		4	(n)		8			14			20			12			58
Net assets at end of period (000 omitted)		$18,817			$17,243			$11,082			$5,419			$3,104			$1,377

See Notes to Financial Statements

42

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class C
Net asset value, beginning of period		$11.97			$11.41			$11.31			$10.60			$9.00			$10.10
Income (loss) from investment operations
Net investment income (d)(l)		$0.06			$0.16			$0.23			$0.20			$0.25			$0.29
Net realized and unrealized gain (loss) on investments		0.05			0.58			0.13			0.73			1.61			(1.07	)
Total from investment operations		$0.11			$0.74			$0.36			$0.93			$1.86			$(0.78	)
Less distributions declared to shareholders
From net investment income		$(0.05	)		$(0.18	)		$(0.26	)		$(0.22	)		$(0.26	)		$(0.28	)
From net realized gain on investments		—			—			—			—			(0.00	)(w)		(0.04	)
Total distributions declared to shareholders		$(0.05	)		$(0.18	)		$(0.26	)		$(0.22	)		$(0.26	)		$(0.32	)
Net asset value, end of period (x)		$12.03			$11.97			$11.41			$11.31			$10.60			$9.00
Total return (%) (r)(s)(t)(x)		0.97	(n)		6.57			3.24			8.89			20.90			(7.61	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.12	(a)		1.15			1.19			1.26			1.43			1.88
Expenses after expense reductions (f)(h)		1.00	(a)		1.00			1.00			1.03			1.10			1.10
Net investment income (l)		0.93	(a)		1.40			2.07			1.82			2.46			3.20
Portfolio turnover		4	(n)		8			14			20			12			58
Net assets at end of period (000 omitted)		$104,281			$82,969			$61,848			$32,200			$15,484			$2,808
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class I
Net asset value, beginning of period		$11.98			$11.41			$11.32			$10.60			$9.00			$10.10
Income (loss) from investment operations
Net investment income (d)(l)		$0.12			$0.28			$0.34			$0.32			$0.34			$0.37
Net realized and unrealized gain (loss) on investments		0.04	(g)		0.59			0.12			0.73			1.62			(1.05	)
Total from investment operations		$0.16			$0.87			$0.46			$1.05			$1.96			$(0.68	)
Less distributions declared to shareholders									��
From net investment income		$(0.11	)		$(0.30	)		$(0.37	)		$(0.33	)		$(0.36	)		$(0.38	)
From net realized gain on investments		—			—			—			—			(0.00	)(w)		(0.04	)
Total distributions declared to shareholders		$(0.11	)		$(0.30	)		$(0.37	)		$(0.33	)		$(0.36	)		$(0.42	)
Net asset value, end of period (x)		$12.03			$11.98			$11.41			$11.32			$10.60			$9.00
Total return (%) (r)(s)(x)		1.39	(n)		7.72			4.18			10.07			22.09			(6.68	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.12	(a)		0.15			0.19			0.26			0.45			0.90
Expenses after expense reductions (f)(h)		0.00	(a)		0.00			0.00			0.01			0.10			0.10
Net investment income (l)		1.94	(a)		2.39			3.03			2.91			3.33			4.07
Portfolio turnover		4	(n)		8			14			20			12			58
Net assets at end of period (000 omitted)		$23,780			$19,403			$8,556			$5,375			$557			$198

See Notes to Financial Statements

43

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R1
Net asset value, beginning of period		$11.98			$11.41			$11.32			$10.61			$9.01			$10.10
Income (loss) from investment operations
Net investment income (d)(l)		$0.06			$0.16			$0.23			$0.21			$0.25			$0.29
Net realized and unrealized gain (loss) on investments		0.05			0.59			0.12			0.72			1.61			(1.06	)
Total from investment operations		$0.11			$0.75			$0.35			$0.93			$1.86			$(0.77	)
Less distributions declared to shareholders
From net investment income		$(0.05	)		$(0.18	)		$(0.26	)		$(0.22	)		$(0.26	)		$(0.28	)
From net realized gain on investments		—			—			—			—			(0.00	)(w)		(0.04	)
Total distributions declared to shareholders		$(0.05	)		$(0.18	)		$(0.26	)		$(0.22	)		$(0.26	)		$(0.32	)
Net asset value, end of period (x)		$12.04			$11.98			$11.41			$11.32			$10.61			$9.01
Total return (%) (r)(s)(x)		0.97	(n)		6.66			3.15			8.89			20.88			(7.51	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.12	(a)		1.15			1.20			1.25			1.51			1.91
Expenses after expense reductions (f)(h)		1.00	(a)		1.00			1.00			1.02			1.10			1.10
Net investment income (l)		0.95	(a)		1.43			2.05			1.90			2.47			3.12
Portfolio turnover		4	(n)		8			14			20			12			58
Net assets at end of period (000 omitted)		$2,262			$2,503			$2,831			$3,507			$1,023			$691
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R2
Net asset value, beginning of period		$11.98			$11.41			$11.32			$10.60			$9.00			$10.09
Income (loss) from investment operations
Net investment income (d)(l)		$0.09			$0.23			$0.27			$0.25			$0.30			$0.33
Net realized and unrealized gain (loss) on investments		0.05			0.58			0.13			0.74			1.61			(1.05	)
Total from investment operations		$0.14			$0.81			$0.40			$0.99			$1.91			$(0.72	)
Less distributions declared to shareholders
From net investment income		$(0.08	)		$(0.24	)		$(0.31	)		$(0.27	)		$(0.31	)		$(0.33	)
From net realized gain on investments		—			—			—			—			(0.00	)(w)		(0.04	)
Total distributions declared to shareholders		$(0.08	)		$(0.24	)		$(0.31	)		$(0.27	)		$(0.31	)		$(0.37	)
Net asset value, end of period (x)		$12.04			$11.98			$11.41			$11.32			$10.60			$9.00
Total return (%) (r)(s)(x)		1.22	(n)		7.19			3.66			9.53			21.49			(7.05	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.62	(a)		0.65			0.70			0.77			0.99			1.40
Expenses after expense reductions (f)(h)		0.50	(a)		0.50			0.50			0.53			0.60			0.60
Net investment income (l)		1.45	(a)		1.95			2.46			2.35			2.98			3.57
Portfolio turnover		4	(n)		8			14			20			12			58
Net assets at end of period (000 omitted)		$8,365			$8,640			$8,799			$12,771			$10,624			$6,102

See Notes to Financial Statements

44

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R3
Net asset value, beginning of period		$11.97			$11.41			$11.31			$10.60			$8.99			$10.09
Income (loss) from investment operations
Net investment income (d)(l)		$0.10			$0.25			$0.33			$0.28			$0.33			$0.35
Net realized and unrealized gain (loss) on investments		0.06			0.58			0.11			0.73			1.62			(1.06	)
Total from investment operations		$0.16			$0.83			$0.44			$1.01			$1.95			$(0.71	)
Less distributions declared to shareholders
From net investment income		$(0.10	)		$(0.27	)		$(0.34	)		$(0.30	)		$(0.34	)		$(0.35	)
From net realized gain on investments		—			—			—			—			(0.00	)(w)		(0.04	)
Total distributions declared to shareholders		$(0.10	)		$(0.27	)		$(0.34	)		$(0.30	)		$(0.34	)		$(0.39	)
Net asset value, end of period (x)		$12.03			$11.97			$11.41			$11.31			$10.60			$8.99
Total return (%) (r)(s)(x)		1.35	(n)		7.37			4.01			9.70			21.93			(6.92	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.37	(a)		0.40			0.44			0.52			0.77			1.15
Expenses after expense reductions (f)(h)		0.25	(a)		0.25			0.25			0.28			0.35			0.35
Net investment income (l)		1.70	(a)		2.15			2.95			2.60			3.29			3.82
Portfolio turnover		4	(n)		8			14			20			12			58
Net assets at end of period (000 omitted)		$14,668			$14,704			$11,705			$5,883			$4,151			$5,071
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R4
Net asset value, beginning of period		$11.98			$11.42			$11.32			$10.61			$9.00			$10.10
Income (loss) from investment operations
Net investment income (d)(l)		$0.12			$0.28			$0.32			$0.31			$0.34			$0.37
Net realized and unrealized gain (loss) on investments		0.04	(g)		0.58			0.15			0.73			1.63			(1.05	)
Total from investment operations		$0.16			$0.86			$0.47			$1.04			$1.97			$(0.68	)
Less distributions declared to shareholders
From net investment income		$(0.11	)		$(0.30	)		$(0.37	)		$(0.33	)		$(0.36	)		$(0.38	)
From net realized gain on investments		—			—			—			—			(0.00	)(w)		(0.04	)
Total distributions declared to shareholders		$(0.11	)		$(0.30	)		$(0.37	)		$(0.33	)		$(0.36	)		$(0.42	)
Net asset value, end of period (x)		$12.03			$11.98			$11.42			$11.32			$10.61			$9.00
Total return (%) (r)(s)(x)		1.39	(n)		7.63			4.27			9.97			22.21			(6.67	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.12	(a)		0.15			0.19			0.27			0.47			0.88
Expenses after expense reductions (f)(h)		0.00	(a)		0.00			0.00			0.03			0.10			0.10
Net investment income (l)		1.94	(a)		2.41			2.88			2.82			3.38			3.97
Portfolio turnover		4	(n)		8			14			20			12			58
Net assets at end of period (000 omitted)		$28,653			$25,505			$967			$134			$116			$58

See Notes to Financial Statements

45

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

(a) Annualized.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(g) The per share amount varies from the net realized and unrealized gain/loss for the period because of the timing of sales of fund shares and the per share amount of realized and unrealized gains and losses at such time.

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying affiliated funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying affiliated funds have varied expense and fee levels and the fund may own different proportions of the underlying affiliated funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by the underlying affiliated funds in which the fund invests. The ratios and per share amounts do not include net investment income of the underlying affiliated funds in which the fund invests.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

(w) Per share amount was less than $0.01.

(x) Total returns have been calculated on net asset values which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

46

Financial Highlights – continued

MFS LIFETIME 2010 FUND

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class A
Net asset value, beginning of period		$12.75			$12.15			$12.07			$11.30			$9.51			$10.98
Income (loss) from investment operations
Net investment income (d)(l)		$0.11			$0.27			$0.34			$0.30			$0.34			$0.34
Net realized and unrealized gain (loss) on investments		0.06			0.62			0.11			0.78			1.78			(1.45	)
Total from investment operations		$0.17			$0.89			$0.45			$1.08			$2.12			$(1.11	)
Less distributions declared to shareholders
From net investment income		$—			$(0.29	)		$(0.37	)		$(0.31	)		$(0.33	)		$(0.35	)
From net realized gain on investments		—			—			—			—			—			(0.01	)
Total distributions declared to shareholders		$—			$(0.29	)		$(0.37	)		$(0.31	)		$(0.33	)		$(0.36	)
Net asset value, end of period (x)		$12.92			$12.75			$12.15			$12.07			$11.30			$9.51
Total return (%) (r)(s)(t)(x)		1.33	(n)		7.45			3.90			9.73			22.39			(9.89	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.48	(a)		0.60			0.59			0.62			0.68			0.90
Expenses after expense reductions (f)(h)		0.25	(a)		0.25			0.25			0.28			0.35			0.43
Net investment income (l)		1.69	(a)		2.17			2.83			2.59			3.16			3.44
Portfolio turnover		10	(n)		21			29			29			14			62
Net assets at end of period (000 omitted)		$19,683			$19,813			$15,843			$12,831			$9,605			$6,136
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class B
Net asset value, beginning of period		$12.65			$12.07			$11.98			$11.22			$9.44			$10.91
Income (loss) from investment operations
Net investment income (d)(l)		$0.06			$0.17			$0.24			$0.21			$0.26			$0.27
Net realized and unrealized gain (loss) on investments		0.06			0.62			0.12			0.78			1.77			(1.43	)
Total from investment operations		$0.12			$0.79			$0.36			$0.99			$2.03			$(1.16	)
Less distributions declared to shareholders
From net investment income		$—			$(0.21	)		$(0.27	)		$(0.23	)		$(0.25	)		$(0.30	)
From net realized gain on investments		—			—			—			—			—			(0.01	)
Total distributions declared to shareholders		$—			$(0.21	)		$(0.27	)		$(0.23	)		$(0.25	)		$(0.31	)
Net asset value, end of period (x)		$12.77			$12.65			$12.07			$11.98			$11.22			$9.44
Total return (%) (r)(s)(t)(x)		0.95	(n)		6.58			3.09			8.91			21.57			(10.46	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.23	(a)		1.35			1.34			1.37			1.44			1.57
Expenses after expense reductions (f)(h)		1.00	(a)		1.00			1.00			1.03			1.10			1.10
Net investment income (l)		0.94	(a)		1.40			2.04			1.84			2.42			2.77
Portfolio turnover		10	(n)		21			29			29			14			62
Net assets at end of period (000 omitted)		$3,362			$3,205			$2,347			$2,764			$2,096			$1,762

See Notes to Financial Statements

47

Financial Highlights – continued

MFS LIFETIME 2010 FUND – continued

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class C
Net asset value, beginning of period		$12.51			$11.95			$11.87			$11.13			$9.40			$10.89
Income (loss) from investment operations
Net investment income (d)(l)		$0.06			$0.17			$0.24			$0.21			$0.26			$0.27
Net realized and unrealized gain (loss) on investments		0.06			0.61			0.11			0.78			1.75			(1.44	)
Total from investment operations		$0.12			$0.78			$0.35			$0.99			$2.01			$(1.17	)
Less distributions declared to shareholders
From net investment income		$—			$(0.22	)		$(0.27	)		$(0.25	)		$(0.28	)		$(0.31	)
From net realized gain on investments		—			—			—			—			—			(0.01	)
Total distributions declared to shareholders		$—			$(0.22	)		$(0.27	)		$(0.25	)		$(0.28	)		$(0.32	)
Net asset value, end of period (x)		$12.63			$12.51			$11.95			$11.87			$11.13			$9.40
Total return (%) (r)(s)(t)(x)		0.96	(n)		6.56			3.10			8.98			21.44			(10.52	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.23	(a)		1.35			1.34			1.37			1.42			1.58
Expenses after expense reductions (f)(h)		1.00	(a)		1.00			1.00			1.03			1.10			1.10
Net investment income (l)		0.94	(a)		1.41			2.04			1.86			2.42			2.79
Portfolio turnover		10	(n)		21			29			29			14			62
Net assets at end of period (000 omitted)		$7,854			$7,882			$5,674			$6,206			$4,243			$2,138
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class I
Net asset value, beginning of period		$12.82			$12.21			$12.13			$11.35			$9.54			$11.02
Income (loss) from investment operations
Net investment income (d)(l)		$0.12			$0.30			$0.37			$0.33			$0.37			$0.37
Net realized and unrealized gain (loss) on investments		0.06			0.63			0.11			0.79			1.79			(1.46	)
Total from investment operations		$0.18			$0.93			$0.48			$1.12			$2.16			$(1.09	)
Less distributions declared to shareholders
From net investment income		$—			$(0.32	)		$(0.40	)		$(0.34	)		$(0.35	)		$(0.38	)
From net realized gain on investments		—			—			—			—			—			(0.01	)
Total distributions declared to shareholders		$—			$(0.32	)		$(0.40	)		$(0.34	)		$(0.35	)		$(0.39	)
Net asset value, end of period (x)		$13.00			$12.82			$12.21			$12.13			$11.35			$9.54
Total return (%) (r)(s)(x)		1.40	(n)		7.73			4.12			10.01			22.79			(9.64	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.23	(a)		0.35			0.34			0.37			0.44			0.55
Expenses after expense reductions (f)(h)		0.00	(a)		0.00			0.00			0.03			0.10			0.10
Net investment income (l)		1.94	(a)		2.41			3.06			2.82			3.45			3.66
Portfolio turnover		10	(n)		21			29			29			14			62
Net assets at end of period (000 omitted)		$616			$614			$611			$603			$499			$370

See Notes to Financial Statements

48

Financial Highlights – continued

MFS LIFETIME 2010 FUND – continued

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R1
Net asset value, beginning of period		$12.52			$11.94			$11.88			$11.14			$9.39			$10.85
Income (loss) from investment operations
Net investment income (d)(l)		$0.06			$0.17			$0.24			$0.21			$0.26			$0.27
Net realized and unrealized gain (loss) on investments		0.06			0.62			0.11			0.77			1.75			(1.43	)
Total from investment operations		$0.12			$0.79			$0.35			$0.98			$2.01			$(1.16	)
Less distributions declared to shareholders
From net investment income		$—			$(0.21	)		$(0.29	)		$(0.24	)		$(0.26	)		$(0.29	)
From net realized gain on investments		—			—			—			—			—			(0.01	)
Total distributions declared to shareholders		$—			$(0.21	)		$(0.29	)		$(0.24	)		$(0.26	)		$(0.30	)
Net asset value, end of period (x)		$12.64			$12.52			$11.94			$11.88			$11.14			$9.39
Total return (%) (r)(s)(x)		0.96	(n)		6.65			3.04			8.92			21.52			(10.49	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.23	(a)		1.35			1.34			1.37			1.43			1.57
Expenses after expense reductions (f)(h)		1.00	(a)		1.00			1.00			1.03			1.10			1.10
Net investment income (l)		0.94	(a)		1.42			2.06			1.86			2.44			2.78
Portfolio turnover		10	(n)		21			29			29			14			62
Net assets at end of period (000 omitted)		$4,677			$5,086			$4,879			$4,348			$3,622			$2,636
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R2
Net asset value, beginning of period		$12.65			$12.05			$11.98			$11.22			$9.45			$10.92
Income (loss) from investment operations
Net investment income (d)(l)		$0.09			$0.23			$0.30			$0.27			$0.31			$0.32
Net realized and unrealized gain (loss) on investments		0.06			0.63			0.11			0.77			1.77			(1.44	)
Total from investment operations		$0.15			$0.86			$0.41			$1.04			$2.08			$(1.12	)
Less distributions declared to shareholders
From net investment income		$—			$(0.26	)		$(0.34	)		$(0.28	)		$(0.31	)		$(0.34	)
From net realized gain on investments		—			—			—			—			—			(0.01	)
Total distributions declared to shareholders		$—			$(0.26	)		$(0.34	)		$(0.28	)		$(0.31	)		$(0.35	)
Net asset value, end of period (x)		$12.80			$12.65			$12.05			$11.98			$11.22			$9.45
Total return (%) (r)(s)(x)		1.19	(n)		7.18			3.59			9.42			22.11			(10.06	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.73	(a)		0.85			0.84			0.87			0.92			1.07
Expenses after expense reductions (f)(h)		0.50	(a)		0.50			0.50			0.53			0.60			0.60
Net investment income (l)		1.44	(a)		1.92			2.56			2.34			2.93			3.28
Portfolio turnover		10	(n)		21			29			29			14			62
Net assets at end of period (000 omitted)		$23,237			$22,719			$25,731			$23,777			$22,114			$13,266

See Notes to Financial Statements

49

Financial Highlights – continued

MFS LIFETIME 2010 FUND – continued

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R3
Net asset value, beginning of period		$12.77			$12.16			$12.08			$11.30			$9.51			$10.98
Income (loss) from investment operations
Net investment income (d)(l)		$0.11			$0.26			$0.33			$0.29			$0.34			$0.35
Net realized and unrealized gain (loss) on investments		0.06			0.64			0.12			0.80			1.78			(1.46	)
Total from investment operations		$0.17			$0.90			$0.45			$1.09			$2.12			$(1.11	)
Less distributions declared to shareholders
From net investment income		$—			$(0.29	)		$(0.37	)		$(0.31	)		$(0.33	)		$(0.35	)
From net realized gain on investments		—			—			—			—			—			(0.01	)
Total distributions declared to shareholders		$—			$(0.29	)		$(0.37	)		$(0.31	)		$(0.33	)		$(0.36	)
Net asset value, end of period (x)		$12.94			$12.77			$12.16			$12.08			$11.30			$9.51
Total return (%) (r)(s)(x)		1.33	(n)		7.47			3.85			9.74			22.39			(9.85	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.48	(a)		0.60			0.59			0.62			0.69			0.81
Expenses after expense reductions (f)(h)		0.25	(a)		0.25			0.25			0.28			0.35			0.35
Net investment income (l)		1.68	(a)		2.14			2.77			2.55			3.19			3.49
Portfolio turnover		10	(n)		21			29			29			14			62
Net assets at end of period (000 omitted)		$9,800			$7,348			$7,665			$6,278			$5,536			$4,658
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R4
Net asset value, beginning of period		$12.80			$12.19			$12.11			$11.34			$9.53			$11.01
Income (loss) from investment operations
Net investment income (d)(l)		$0.12			$0.26			$0.36			$0.33			$0.36			$0.37
Net realized and unrealized gain (loss) on investments		0.07			0.67			0.12			0.78			1.80			(1.46	)
Total from investment operations		$0.19			$0.93			$0.48			$1.11			$2.16			$(1.09	)
Less distributions declared to shareholders
From net investment income		$—			$(0.32	)		$(0.40	)		$(0.34	)		$(0.35	)		$(0.38	)
From net realized gain on investments		—			—			—			—			—			(0.01	)
Total distributions declared to shareholders		$—			$(0.32	)		$(0.40	)		$(0.34	)		$(0.35	)		$(0.39	)
Net asset value, end of period (x)		$12.99			$12.80			$12.19			$12.11			$11.34			$9.53
Total return (%) (r)(s)(x)		1.48	(n)		7.74			4.12			9.93			22.81			(9.64	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.23	(a)		0.29			0.34			0.37			0.43			0.52
Expenses after expense reductions (f)(h)		0.00	(a)		0.00			0.00			0.04			0.10			0.10
Net investment income (l)		1.93	(a)		2.05			3.04			2.84			3.39			3.48
Portfolio turnover		10	(n)		21			29			29			14			62
Net assets at end of period (000 omitted)		$42,066			$37,294			$519			$261			$176			$108

See Notes to Financial Statements

50

Financial Highlights – continued

MFS LIFETIME 2010 FUND – continued

(a) Annualized.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying affiliated funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying affiliated funds have varied expense and fee levels and the fund may own different proportions of the underlying affiliated funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by the underlying affiliated funds in which the fund invests. The ratios and per share amounts do not include net investment income of the underlying affiliated funds in which the fund invests.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

(x) The net asset values per share and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

51

Financial Highlights – continued

MFS LIFETIME 2015 FUND

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class A
Net asset value, beginning of period		$10.45			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.09			$0.11
Net realized and unrealized gain (loss) on investments		0.11			0.41
Total from investment operations		$0.20			$0.52
Less distributions declared to shareholders
From net investment income		$—			$(0.07	)
Net asset value, end of period (x)		$10.65			$10.45
Total return (%) (r)(s)(t)(x)		1.91	(n)		5.20	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.72	(a)		8.83	(a)
Expenses after expense reductions (f)(h)		0.25	(a)		0.25	(a)
Net investment income (l)		1.62	(a)		2.21	(a)
Portfolio turnover		8	(n)		6	(n)
Net assets at end of period (000 omitted)		$880			$221
	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class B
Net asset value, beginning of period		$10.42			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.05			$0.08
Net realized and unrealized gain (loss) on investments		0.11			0.39
Total from investment operations		$0.16			$0.47
Less distributions declared to shareholders
From net investment income		$—			$(0.05	)
Net asset value, end of period (x)		$10.58			$10.42
Total return (%) (r)(s)(t)(x)		1.54	(n)		4.76	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.50	(a)		10.44	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00	(a)
Net investment income (l)		0.92	(a)		1.56	(a)
Portfolio turnover		8	(n)		6	(n)
Net assets at end of period (000 omitted)		$131			$105

See Notes to Financial Statements

52

Financial Highlights – continued

MFS LIFETIME 2015 FUND – continued

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class C
Net asset value, beginning of period		$10.42			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.05			$0.08
Net realized and unrealized gain (loss) on investments		0.11			0.39
Total from investment operations		$0.16			$0.47
Less distributions declared to shareholders
From net investment income		$—			$(0.05	)
Net asset value, end of period (x)		$10.58			$10.42
Total return (%) (r)(s)(t)(x)		1.54	(n)		4.76	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.48	(a)		10.43	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00	(a)
Net investment income (l)		0.88	(a)		1.56	(a)
Portfolio turnover		8	(n)		6	(n)
Net assets at end of period (000 omitted)		$349			$106
	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class I
Net asset value, beginning of period		$10.46			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.10			$0.13
Net realized and unrealized gain (loss) on investments		0.11			0.40
Total from investment operations		$0.21			$0.53
Less distributions declared to shareholders
From net investment income		$—			$(0.07	)
Net asset value, end of period (x)		$10.67			$10.46
Total return (%) (r)(s)(x)		2.01	(n)		5.33	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.51	(a)		9.43	(a)
Expenses after expense reductions (f)(h)		0.00	(a)		0.00	(a)
Net investment income (l)		1.91	(a)		2.55	(a)
Portfolio turnover		8	(n)		6	(n)
Net assets at end of period (000 omitted)		$107			$105

See Notes to Financial Statements

53

Financial Highlights – continued

MFS LIFETIME 2015 FUND – continued

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R1
Net asset value, beginning of period		$10.42			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.05			$0.08
Net realized and unrealized gain (loss) on investments		0.11			0.39
Total from investment operations		$0.16			$0.47
Less distributions declared to shareholders
From net investment income		$—			$(0.05	)
Net asset value, end of period (x)		$10.58			$10.42
Total return (%) (r)(s)(x)		1.54	(n)		4.76	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.50	(a)		10.44	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00	(a)
Net investment income (l)		0.92	(a)		1.56	(a)
Portfolio turnover		8	(n)		6	(n)
Net assets at end of period (000 omitted)		$106			$105
	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R2
Net asset value, beginning of period		$10.44			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.07			$0.10
Net realized and unrealized gain (loss) on investments		0.11			0.40
Total from investment operations		$0.18			$0.50
Less distributions declared to shareholders
From net investment income		$—			$(0.06	)
Net asset value, end of period (x)		$10.62			$10.44
Total return (%) (r)(s)(x)		1.72	(n)		5.04	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.95	(a)		9.93	(a)
Expenses after expense reductions (f)(h)		0.50	(a)		0.50	(a)
Net investment income (l)		1.35	(a)		2.06	(a)
Portfolio turnover		8	(n)		6	(n)
Net assets at end of period (000 omitted)		$955			$105

See Notes to Financial Statements

54

Financial Highlights – continued

MFS LIFETIME 2015 FUND – continued

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R3
Net asset value, beginning of period		$10.44			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.09			$0.09
Net realized and unrealized gain (loss) on investments		0.11			0.42
Total from investment operations		$0.20			$0.51
Less distributions declared to shareholders
From net investment income		$—			$(0.07	)
Net asset value, end of period (x)		$10.64			$10.44
Total return (%) (r)(s)(x)		1.92	(n)		5.09	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.74	(a)		2.85	(a)
Expenses after expense reductions (f)(h)		0.25	(a)		0.25	(a)
Net investment income (l)		1.64	(a)		1.78	(a)
Portfolio turnover		8	(n)		6	(n)
Net assets at end of period (000 omitted)		$3,385			$1,781
	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R4
Net asset value, beginning of period		$10.45			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.10			$0.10
Net realized and unrealized gain (loss) on investments		0.11			0.42
Total from investment operations		$0.21			$0.52
Less distributions declared to shareholders
From net investment income		$—			$(0.07	)
Net asset value, end of period (x)		$10.66			$10.45
Total return (%) (r)(s)(x)		2.01	(n)		5.23	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.50	(a)		0.46	(a)
Expenses after expense reductions (f)(h)		0.00	(a)		0.00	(a)
Net investment income (l)		1.91	(a)		1.93	(a)
Portfolio turnover		8	(n)		6	(n)
Net assets at end of period (000 omitted)		$33,849			$27,376

See Notes to Financial Statements

55

Financial Highlights – continued

MFS LIFETIME 2015 FUND – continued

(a) Annualized.

(c) For the period from the commencement of the fund’s investment operations, November 2, 2012, through the stated period end.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying affiliated funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying affiliated funds have varied expense and fee levels and the fund may own different proportions of the underlying affiliated funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by the underlying affiliated funds in which the fund invests. The ratios and per share amounts do not include net investment income of the underlying affiliated funds in which the fund invests.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

(x) The net asset values per share and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

56

Financial Highlights – continued

MFS LIFETIME 2020 FUND

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class A
Net asset value, beginning of period		$12.49			$11.54			$11.61			$10.30			$7.97			$11.36
Income (loss) from investment operations
Net investment income (d)(l)		$0.09			$0.23			$0.25			$0.20			$0.22			$0.21
Net realized and unrealized gain (loss) on investments		0.37			0.95			(0.02	)(g)		1.34			2.36			(3.28	)
Total from investment operations		$0.46			$1.18			$0.23			$1.54			$2.58			$(3.07	)
Less distributions declared to shareholders
From net investment income		$—			$(0.23	)		$(0.30	)		$(0.23	)		$(0.25	)		$(0.26	)
From net realized gain on investments		—			—			—			—			—			(0.06	)
Total distributions declared to shareholders		$—			$(0.23	)		$(0.30	)		$(0.23	)		$(0.25	)		$(0.32	)
Net asset value, end of period (x)		$12.95			$12.49			$11.54			$11.61			$10.30			$7.97
Total return (%) (r)(s)(t)(x)		3.68	(n)		10.34			2.15			15.11			32.47			(26.93	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.36	(a)		0.42			0.43			0.44			0.46			0.60
Expenses after expense reductions (f)(h)		0.25	(a)		0.25			0.25			0.28			0.35			0.43
Net investment income (l)		1.44	(a)		1.94			2.27			1.91			2.28			2.35
Portfolio turnover		8	(n)		15			14			19			9			38
Net assets at end of period (000 omitted)		$41,841			$39,924			$33,245			$27,869			$20,097			$10,928
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class B
Net asset value, beginning of period		$12.40			$11.45			$11.52			$10.23			$7.92			$11.28
Income (loss) from investment operations
Net investment income (d)(l)		$0.04			$0.14			$0.17			$0.12			$0.15			$0.15
Net realized and unrealized gain (loss) on investments		0.37			0.96			(0.03	)(g)		1.33			2.34			(3.26	)
Total from investment operations		$0.41			$1.10			$0.14			$1.45			$2.49			$(3.11	)
Less distributions declared to shareholders
From net investment income		$—			$(0.15	)		$(0.21	)		$(0.16	)		$(0.18	)		$(0.19	)
From net realized gain on investments		—			—			—			—			—			(0.06	)
Total distributions declared to shareholders		$—			$(0.15	)		$(0.21	)		$(0.16	)		$(0.18	)		$(0.25	)
Net asset value, end of period (x)		$12.81			$12.40			$11.45			$11.52			$10.23			$7.92
Total return (%) (r)(s)(t)(x)		3.31	(n)		9.65			1.36			14.23			31.53			(27.49	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.11	(a)		1.17			1.18			1.19			1.22			1.26
Expenses after expense reductions (f)(h)		1.00	(a)		1.00			1.00			1.03			1.10			1.10
Net investment income (l)		0.69	(a)		1.19			1.51			1.16			1.55			1.63
Portfolio turnover		8	(n)		15			14			19			9			38
Net assets at end of period (000 omitted)		$7,011			$6,777			$5,820			$5,649			$4,418			$3,176

See Notes to Financial Statements

57

Financial Highlights – continued

MFS LIFETIME 2020 FUND – continued

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class C
Net asset value, beginning of period		$12.27			$11.34			$11.43			$10.16			$7.88			$11.24
Income (loss) from investment operations
Net investment income (d)(l)		$0.04			$0.14			$0.17			$0.12			$0.15			$0.14
Net realized and unrealized gain (loss) on investments		0.36			0.94			(0.03	)(g)		1.32			2.32			(3.24	)
Total from investment operations		$0.40			$1.08			$0.14			$1.44			$2.47			$(3.10	)
Less distributions declared to shareholders
From net investment income		$—			$(0.15	)		$(0.23	)		$(0.17	)		$(0.19	)		$(0.20	)
From net realized gain on investments		—			—			—			—			—			(0.06	)
Total distributions declared to shareholders		$—			$(0.15	)		$(0.23	)		$(0.17	)		$(0.19	)		$(0.26	)
Net asset value, end of period (x)		$12.67			$12.27			$11.34			$11.43			$10.16			$7.88
Total return (%) (r)(s)(t)(x)		3.26	(n)		9.64			1.33			14.27			31.52			(27.49	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.11	(a)		1.17			1.18			1.19			1.21			1.27
Expenses after expense reductions (f)(h)		1.00	(a)		1.00			1.00			1.03			1.10			1.10
Net investment income (l)		0.69	(a)		1.19			1.54			1.17			1.58			1.62
Portfolio turnover		8	(n)		15			14			19			9			38
Net assets at end of period (000 omitted)		$16,856			$16,209			$11,862			$9,727			$5,978			$3,036
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class I
Net asset value, beginning of period		$12.56			$11.59			$11.66			$10.34			$8.00			$11.41
Income (loss) from investment operations
Net investment income (d)(l)		$0.11			$0.26			$0.28			$0.23			$0.24			$0.24
Net realized and unrealized gain (loss) on investments		0.37			0.97			(0.03	)(g)		1.34			2.37			(3.30	)
Total from investment operations		$0.48			$1.23			$0.25			$1.57			$2.61			$(3.06	)
Less distributions declared to shareholders
From net investment income		$—			$(0.26	)		$(0.32	)		$(0.25	)		$(0.27	)		$(0.29	)
From net realized gain on investments		—			—			—			—			—			(0.06	)
Total distributions declared to shareholders		$—			$(0.26	)		$(0.32	)		$(0.25	)		$(0.27	)		$(0.35	)
Net asset value, end of period (x)		$13.04			$12.56			$11.59			$11.66			$10.34			$8.00
Total return (%) (r)(s)(x)		3.82	(n)		10.73			2.38			15.39			32.75			(26.72	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.12	(a)		0.17			0.18			0.19			0.22			0.27
Expenses after expense reductions (f)(h)		0.00	(a)		0.00			0.00			0.03			0.10			0.10
Net investment income (l)		1.69	(a)		2.18			2.50			2.19			2.57			2.65
Portfolio turnover		8	(n)		15			14			19			9			38
Net assets at end of period (000 omitted)		$2,623			$2,778			$1,948			$1,488			$857			$645

See Notes to Financial Statements

58

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MFS LIFETIME 2020 FUND – continued

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R1
Net asset value, beginning of period		$12.39			$11.43			$11.50			$10.20			$7.90			$11.23
Income (loss) from investment operations
Net investment income (d)(l)		$0.04			$0.14			$0.17			$0.12			$0.14			$0.14
Net realized and unrealized gain (loss) on investments		0.36			0.96			(0.03	)(g)		1.33			2.34			(3.23	)
Total from investment operations		$0.40			$1.10			$0.14			$1.45			$2.48			$(3.09	)
Less distributions declared to shareholders
From net investment income		$—			$(0.14	)		$(0.21	)		$(0.15	)		$(0.18	)		$(0.18	)
From net realized gain on investments		—			—			—			—			—			(0.06	)
Total distributions declared to shareholders		$—			$(0.14	)		$(0.21	)		$(0.15	)		$(0.18	)		$(0.24	)
Net asset value, end of period (x)		$12.79			$12.39			$11.43			$11.50			$10.20			$7.90
Total return (%) (r)(s)(x)		3.23	(n)		9.65			1.32			14.26			31.53			(27.46	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.11	(a)		1.18			1.18			1.19			1.22			1.26
Expenses after expense reductions (f)(h)		1.00	(a)		1.00			1.00			1.03			1.10			1.10
Net investment income (l)		0.69	(a)		1.19			1.50			1.14			1.55			1.53
Portfolio turnover		8	(n)		15			14			19			9			38
Net assets at end of period (000 omitted)		$8,205			$8,293			$8,804			$9,509			$9,195			$6,757
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R2
Net asset value, beginning of period		$12.42			$11.46			$11.54			$10.24			$7.93			$11.31
Income (loss) from investment operations
Net investment income (d)(l)		$0.07			$0.20			$0.22			$0.18			$0.19			$0.19
Net realized and unrealized gain (loss) on investments		0.36			0.96			(0.03	)(g)		1.33			2.35			(3.26	)
Total from investment operations		$0.43			$1.16			$0.19			$1.51			$2.54			$(3.07	)
Less distributions declared to shareholders
From net investment income		$—			$(0.20	)		$(0.27	)		$(0.21	)		$(0.23	)		$(0.25	)
From net realized gain on investments		—			—			—			—			—			(0.06	)
Total distributions declared to shareholders		$—			$(0.20	)		$(0.27	)		$(0.21	)		$(0.23	)		$(0.31	)
Net asset value, end of period (x)		$12.85			$12.42			$11.46			$11.54			$10.24			$7.93
Total return (%) (r)(s)(x)		3.46	(n)		10.21			1.82			14.84			32.13			(27.05	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.61	(a)		0.68			0.68			0.69			0.72			0.77
Expenses after expense reductions (f)(h)		0.50	(a)		0.50			0.50			0.53			0.60			0.60
Net investment income (l)		1.19	(a)		1.68			2.02			1.66			2.06			2.18
Portfolio turnover		8	(n)		15			14			19			9			38
Net assets at end of period (000 omitted)		$69,366			$65,371			$67,060			$61,509			$49,039			$31,030

See Notes to Financial Statements

59

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MFS LIFETIME 2020 FUND – continued

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R3
Net asset value, beginning of period		$12.50			$11.54			$11.62			$10.30			$7.97			$11.36
Income (loss) from investment operations
Net investment income (d)(l)		$0.09			$0.23			$0.25			$0.20			$0.22			$0.21
Net realized and unrealized gain (loss) on investments		0.37			0.96			(0.03	)(g)		1.35			2.36			(3.28	)
Total from investment operations		$0.46			$1.19			$0.22			$1.55			$2.58			$(3.07	)
Less distributions declared to shareholders
From net investment income		$—			$(0.23	)		$(0.30	)		$(0.23	)		$(0.25	)		$(0.26	)
From net realized gain on investments		—			—			—			—			—			(0.06	)
Total distributions declared to shareholders		$—			$(0.23	)		$(0.30	)		$(0.23	)		$(0.25	)		$(0.32	)
Net asset value, end of period (x)		$12.96			$12.50			$11.54			$11.62			$10.30			$7.97
Total return (%) (r)(s)(x)		3.68	(n)		10.46			2.06			15.18			32.47			(26.91	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.36	(a)		0.42			0.43			0.44			0.47			0.51
Expenses after expense reductions (f)(h)		0.25	(a)		0.25			0.25			0.28			0.35			0.35
Net investment income (l)		1.44	(a)		1.94			2.27			1.91			2.31			2.33
Portfolio turnover		8	(n)		15			14			19			9			38
Net assets at end of period (000 omitted)		$43,559			$41,188			$23,615			$19,344			$15,848			$11,616
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R4
Net asset value, beginning of period		$12.55			$11.58			$11.65			$10.34			$7.99			$11.40
Income (loss) from investment operations
Net investment income (d)(l)		$0.11			$0.27			$0.29			$0.21			$0.24			$0.22
Net realized and unrealized gain (loss) on investments		0.36			0.96			(0.04	)(g)		1.35			2.38			(3.28	)
Total from investment operations		$0.47			$1.23			$0.25			$1.56			$2.62			$(3.06	)
Less distributions declared to shareholders
From net investment income		$—			$(0.26	)		$(0.32	)		$(0.25	)		$(0.27	)		$(0.29	)
From net realized gain on investments		—			—			—			—			—			(0.06	)
Total distributions declared to shareholders		$—			$(0.26	)		$(0.32	)		$(0.25	)		$(0.27	)		$(0.35	)
Net asset value, end of period (x)		$13.02			$12.55			$11.58			$11.65			$10.34			$7.99
Total return (%) (r)(s)(x)		3.75	(n)		10.74			2.39			15.29			32.92			(26.75	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.11	(a)		0.16			0.18			0.19			0.21			0.23
Expenses after expense reductions (f)(h)		0.00	(a)		0.00			0.00			0.05			0.10			0.10
Net investment income (l)		1.68	(a)		2.21			2.61			2.03			2.54			1.99
Portfolio turnover		8	(n)		15			14			19			9			38
Net assets at end of period (000 omitted)		$130,711			$109,518			$1,583			$441			$344			$204

See Notes to Financial Statements

60

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MFS LIFETIME 2020 FUND – continued

(a) Annualized.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(g) The per share amount varies from the net realized and unrealized gain/loss for the period because of the timing of sales of fund shares and the per share amount of realized and unrealized gains and losses at such time.

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying affiliated funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying affiliated funds have varied expense and fee levels and the fund may own different proportions of the underlying affiliated funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by the underlying affiliated funds in which the fund invests and for interim net investment income ratios, the actual annual net investment income ratio may differ. The ratios and per share amounts do not include net investment income of the underlying affiliated funds in which the fund invests.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

(x) The net asset values per share and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

61

Financial Highlights – continued

MFS LIFETIME 2025 FUND

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class A
Net asset value, beginning of period		$10.86			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.06			$0.09
Net realized and unrealized gain (loss) on investments		0.59			0.86
Total from investment operations		$0.65			$0.95
Less distributions declared to shareholders
From net investment income		$—			$(0.09	)
Net asset value, end of period (x)		$11.51			$10.86
Total return (%) (r)(s)(t)(x)		5.99	(n)		9.61	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.55	(a)		7.31	(a)
Expenses after expense reductions (f)(h)		0.25	(a)		0.25	(a)
Net investment income (l)		1.04	(a)		1.75	(a)
Portfolio turnover		5	(n)		8	(n)
Net assets at end of period (000 omitted)		$3,242			$380
	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class B
Net asset value, beginning of period		$10.83			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.02			$0.04
Net realized and unrealized gain (loss) on investments		0.58			0.87
Total from investment operations		$0.60			$0.91
Less distributions declared to shareholders
From net investment income		$—			$(0.08	)
Net asset value, end of period (x)		$11.43			$10.83
Total return (%) (r)(s)(t)(x)		5.54	(n)		9.19	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.31	(a)		7.38	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00	(a)
Net investment income (l)		0.29	(a)		0.86	(a)
Portfolio turnover		5	(n)		8	(n)
Net assets at end of period (000 omitted)		$526			$343

See Notes to Financial Statements

62

Financial Highlights – continued

MFS LIFETIME 2025 FUND – continued

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class C
Net asset value, beginning of period		$10.83			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.01			$0.07
Net realized and unrealized gain (loss) on investments		0.60			0.84
Total from investment operations		$0.61			$0.91
Less distributions declared to shareholders
From net investment income		$—			$(0.08	)
Net asset value, end of period (x)		$11.44			$10.83
Total return (%) (r)(s)(t)(x)		5.63	(n)		9.19	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.30	(a)		9.16	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00	(a)
Net investment income (l)		0.26	(a)		1.30	(a)
Portfolio turnover		5	(n)		8	(n)
Net assets at end of period (000 omitted)		$667			$171
	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class I
Net asset value, beginning of period		$10.87			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.07			$0.12
Net realized and unrealized gain (loss) on investments		0.59			0.85
Total from investment operations		$0.66			$0.97
Less distributions declared to shareholders
From net investment income		$—			$(0.10	)
Net asset value, end of period (x)		$11.53			$10.87
Total return (%) (r)(s)(x)		6.07	(n)		9.76	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.31	(a)		9.11	(a)
Expenses after expense reductions (f)(h)		0.00	(a)		0.00	(a)
Net investment income (l)		1.29	(a)		2.45	(a)
Portfolio turnover		5	(n)		8	(n)
Net assets at end of period (000 omitted)		$343			$110

See Notes to Financial Statements

63

Financial Highlights – continued

MFS LIFETIME 2025 FUND – continued

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R1
Net asset value, beginning of period		$10.83			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.02			$0.07
Net realized and unrealized gain (loss) on investments		0.58			0.84
Total from investment operations		$0.60			$0.91
Less distributions declared to shareholders
From net investment income		$—			$(0.08	)
Net asset value, end of period (x)		$11.43			$10.83
Total return (%) (r)(s)(x)		5.54	(n)		9.19	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.32	(a)		10.12	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00	(a)
Net investment income (l)		0.30	(a)		1.45	(a)
Portfolio turnover		5	(n)		8	(n)
Net assets at end of period (000 omitted)		$115			$109
	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R2
Net asset value, beginning of period		$10.85			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.04			$0.10
Net realized and unrealized gain (loss) on investments		0.60			0.84
Total from investment operations		$0.64			$0.94
Less distributions declared to shareholders
From net investment income		$—			$(0.09	)
Net asset value, end of period (x)		$11.49			$10.85
Total return (%) (r)(s)(x)		5.90	(n)		9.48	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.78	(a)		9.60	(a)
Expenses after expense reductions (f)(h)		0.50	(a)		0.50	(a)
Net investment income (l)		0.77	(a)		1.95	(a)
Portfolio turnover		5	(n)		8	(n)
Net assets at end of period (000 omitted)		$910			$121

See Notes to Financial Statements

64

Financial Highlights – continued

MFS LIFETIME 2025 FUND – continued

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R3
Net asset value, beginning of period		$10.86			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.06			$0.06
Net realized and unrealized gain (loss) on investments		0.58			0.89
Total from investment operations		$0.64			$0.95
Less distributions declared to shareholders
From net investment income		$—			$(0.09	)
Net asset value, end of period (x)		$11.50			$10.86
Total return (%) (r)(s)(x)		5.89	(n)		9.62	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.55	(a)		1.74	(a)
Expenses after expense reductions (f)(h)		0.25	(a)		0.25	(a)
Net investment income (l)		1.03	(a)		1.13	(a)
Portfolio turnover		5	(n)		8	(n)
Net assets at end of period (000 omitted)		$7,745			$3,065
	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R4
Net asset value, beginning of period		$10.87			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.07			$0.07
Net realized and unrealized gain (loss) on investments		0.59			0.90
Total from investment operations		$0.66			$0.97
Less distributions declared to shareholders
From net investment income		$—			$(0.10	)
Net asset value, end of period (x)		$11.53			$10.87
Total return (%) (r)(s)(x)		6.07	(n)		9.76	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.31	(a)		0.33	(a)
Expenses after expense reductions (f)(h)		0.00	(a)		0.00	(a)
Net investment income (l)		1.29	(a)		1.28	(a)
Portfolio turnover		5	(n)		8	(n)
Net assets at end of period (000 omitted)		$54,953			$40,552

See Notes to Financial Statements

65

Financial Highlights – continued

MFS LIFETIME 2025 FUND – continued

(a) Annualized.

(c) For the period from the commencement of the fund’s investment operations, November 2, 2012, through the stated period end.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying affiliated funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying affiliated funds have varied expense and fee levels and the fund may own different proportions of the underlying affiliated funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by the underlying affiliated funds in which the fund invests. The ratios and per share amounts do not include net investment income of the underlying affiliated funds in which the fund invests.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

(x) The net asset values per share and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

66

Financial Highlights – continued

MFS LIFETIME 2030 FUND

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class A
Net asset value, beginning of period		$12.51			$11.10			$11.39			$9.66			$7.08			$11.41
Income (loss) from investment operations
Net investment income (d)(l)		$0.04			$0.15			$0.15			$0.11			$0.13			$0.08
Net realized and unrealized gain (loss) on investments		0.92			1.42			(0.23	)		1.78			2.63			(4.14	)
Total from investment operations		$0.96			$1.57			$(0.08	)		$1.89			$2.76			$(4.06	)
Less distributions declared to shareholders
From net investment income		$—			$(0.16	)		$(0.21	)		$(0.16	)		$(0.18	)		$(0.16	)
From net realized gain on investments		—			—			—			—			—			(0.11	)
Total distributions declared to shareholders		$—			$(0.16	)		$(0.21	)		$(0.16	)		$(0.18	)		$(0.27	)
Net asset value, end of period (x)		$13.47			$12.51			$11.10			$11.39			$9.66			$7.08
Total return (%) (r)(s)(t)(x)		7.67	(n)		14.24			(0.49	)		19.70			39.08			(35.45	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.38	(a)		0.46			0.47			0.50			0.55			0.74
Expenses after expense reductions (f)(h)		0.25	(a)		0.25			0.25			0.28			0.35			0.44
Net investment income (l)		0.65	(a)		1.32			1.40			1.13			1.45			0.98
Portfolio turnover		3	(n)		13			12			15			6			38
Net assets at end of period (000 omitted)		$33,266			$26,738			$18,822			$15,665			$9,817			$4,634
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class B
Net asset value, beginning of period		$12.37			$10.99			$11.27			$9.58			$7.03			$11.32
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.01	)		$0.07			$0.07			$0.04			$0.06			$0.02
Net realized and unrealized gain (loss) on investments		0.91			1.39			(0.21	)		1.74			2.61			(4.09	)
Total from investment operations		$0.90			$1.46			$(0.14	)		$1.78			$2.67			$(4.07	)
Less distributions declared to shareholders
From net investment income		$—			$(0.08	)		$(0.14	)		$(0.09	)		$(0.12	)		$(0.11	)
From net realized gain on investments		—			—			—			—			—			(0.11	)
Total distributions declared to shareholders		$—			$(0.08	)		$(0.14	)		$(0.09	)		$(0.12	)		$(0.22	)
Net asset value, end of period (x)		$13.27			$12.37			$10.99			$11.27			$9.58			$7.03
Total return (%) (r)(s)(t)(x)		7.28	(n)		13.39			(1.16	)		18.69			38.07			(35.89	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.13	(a)		1.21			1.22			1.25			1.31			1.41
Expenses after expense reductions (f)(h)		1.00	(a)		1.00			1.00			1.03			1.10			1.10
Net investment income (loss) (l)		(0.11	)(a)		0.60			0.63			0.37			0.72			0.24
Portfolio turnover		3	(n)		13			12			15			6			38
Net assets at end of period (000 omitted)		$7,290			$6,347			$4,497			$3,996			$2,911			$1,735

See Notes to Financial Statements

67

Financial Highlights – continued

MFS LIFETIME 2030 FUND – continued

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class C
Net asset value, beginning of period		$12.33			$10.94			$11.24			$9.56			$7.03			$11.34
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.01	)		$0.06			$0.06			$0.04			$0.06			$0.03
Net realized and unrealized gain (loss) on investments		0.90			1.41			(0.22	)		1.75			2.60			(4.10	)
Total from investment operations		$0.89			$1.47			$(0.16	)		$1.79			$2.66			$(4.07	)
Less distributions declared to shareholders
From net investment income		$—			$(0.08	)		$(0.14	)		$(0.11	)		$(0.13	)		$(0.13	)
From net realized gain on investments		—			—			—			—			—			(0.11	)
Total distributions declared to shareholders		$—			$(0.08	)		$(0.14	)		$(0.11	)		$(0.13	)		$(0.24	)
Net asset value, end of period (x)		$13.22			$12.33			$10.94			$11.24			$9.56			$7.03
Total return (%) (r)(s)(t)(x)		7.22	(n)		13.48			(1.27	)		18.81			37.90			(35.82	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.13	(a)		1.21			1.22			1.25			1.30			1.42
Expenses after expense reductions (f)(h)		1.00	(a)		1.00			1.00			1.02			1.10			1.10
Net investment income (loss) (l)		(0.11	)(a)		0.57			0.62			0.39			0.70			0.42
Portfolio turnover		3	(n)		13			12			15			6			38
Net assets at end of period (000 omitted)		$11,309			$8,949			$6,861			$5,594			$2,495			$981
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class I
Net asset value, beginning of period		$12.58			$11.15			$11.43			$9.70			$7.11			$11.46
Income (loss) from investment operations
Net investment income (d)(l)		$0.06			$0.18			$0.17			$0.14			$0.16			$0.11
Net realized and unrealized gain (loss) on investments		0.91			1.43			(0.21	)		1.77			2.63			(4.16	)
Total from investment operations		$0.97			$1.61			$(0.04	)		$1.91			$2.79			$(4.05	)
Less distributions declared to shareholders
From net investment income		$—			$(0.18	)		$(0.24	)		$(0.18	)		$(0.20	)		$(0.19	)
From net realized gain on investments		—			—			—			—			—			(0.11	)
Total distributions declared to shareholders		$—			$(0.18	)		$(0.24	)		$(0.18	)		$(0.20	)		$(0.30	)
Net asset value, end of period (x)		$13.55			$12.58			$11.15			$11.43			$9.70			$7.11
Total return (%) (r)(s)(x)		7.71	(n)		14.60			(0.17	)		19.85			39.32			(35.18	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.13	(a)		0.21			0.22			0.25			0.32			0.41
Expenses after expense reductions (f)(h)		0.00	(a)		0.00			0.00			0.03			0.10			0.10
Net investment income (l)		0.88	(a)		1.60			1.59			1.35			1.79			1.29
Portfolio turnover		3	(n)		13			12			15			6			38
Net assets at end of period (000 omitted)		$7,103			$6,207			$4,121			$3,009			$1,958			$1,149

See Notes to Financial Statements

68

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MFS LIFETIME 2030 FUND – continued

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R1
Net asset value, beginning of period		$12.39			$10.99			$11.28			$9.57			$7.03			$11.29
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.01	)		$0.07			$0.07			$0.03			$0.07			$0.02
Net realized and unrealized gain (loss) on investments		0.90			1.41			(0.23	)		1.76			2.60			(4.08	)
Total from investment operations		$0.89			$1.48			$(0.16	)		$1.79			$2.67			$(4.06	)
Less distributions declared to shareholders
From net investment income		$—			$(0.08	)		$(0.13	)		$(0.08	)		$(0.13	)		$(0.09	)
From net realized gain on investments		—			—			—			—			—			(0.11	)
Total distributions declared to shareholders		$—			$(0.08	)		$(0.13	)		$(0.08	)		$(0.13	)		$(0.20	)
Net asset value, end of period (x)		$13.28			$12.39			$10.99			$11.28			$9.57			$7.03
Total return (%) (r)(s)(x)		7.18	(n)		13.51			(1.26	)		18.76			38.06			(35.87	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.13	(a)		1.21			1.22			1.25			1.31			1.40
Expenses after expense reductions (f)(h)		1.00	(a)		1.00			1.00			1.03			1.10			1.10
Net investment income (loss) (l)		(0.11	)(a)		0.58			0.63			0.35			0.79			0.24
Portfolio turnover		3	(n)		13			12			15			6			38
Net assets at end of period (000 omitted)		$10,191			$9,253			$7,355			$6,558			$6,389			$3,717
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R2
Net asset value, beginning of period		$12.42			$11.01			$11.30			$9.59			$7.04			$11.35
Income (loss) from investment operations
Net investment income (d)(l)		$0.02			$0.12			$0.12			$0.09			$0.11			$0.07
Net realized and unrealized gain (loss) on investments		0.90			1.42			(0.22	)		1.76			2.60			(4.11	)
Total from investment operations		$0.92			$1.54			$(0.10	)		$1.85			$2.71			$(4.04	)
Less distributions declared to shareholders
From net investment income		$—			$(0.13	)		$(0.19	)		$(0.14	)		$(0.16	)		$(0.16	)
From net realized gain on investments		—			—			—			—			—			(0.11	)
Total distributions declared to shareholders		$—			$(0.13	)		$(0.19	)		$(0.14	)		$(0.16	)		$(0.27	)
Net asset value, end of period (x)		$13.34			$12.42			$11.01			$11.30			$9.59			$7.04
Total return (%) (r)(s)(x)		7.41	(n)		14.05			(0.75	)		19.38			38.63			(35.51	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.63	(a)		0.71			0.72			0.75			0.81			0.91
Expenses after expense reductions (f)(h)		0.50	(a)		0.50			0.50			0.53			0.60			0.60
Net investment income (l)		0.39	(a)		1.08			1.14			0.88			1.25			0.89
Portfolio turnover		3	(n)		13			12			15			6			38
Net assets at end of period (000 omitted)		$68,909			$59,251			$54,704			$48,253			$36,518			$20,269

See Notes to Financial Statements

69

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MFS LIFETIME 2030 FUND – continued

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R3
Net asset value, beginning of period		$12.49			$11.08			$11.37			$9.64			$7.07			$11.40
Income (loss) from investment operations
Net investment income (d)(l)		$0.04			$0.15			$0.14			$0.11			$0.13			$0.10
Net realized and unrealized gain (loss) on investments		0.91			1.42			(0.22	)		1.78			2.62			(4.15	)
Total from investment operations		$0.95			$1.57			$(0.08	)		$1.89			$2.75			$(4.05	)
Less distributions declared to shareholders
From net investment income		$—			$(0.16	)		$(0.21	)		$(0.16	)		$(0.18	)		$(0.17	)
From net realized gain on investments		—			—			—			—			—			(0.11	)
Total distributions declared to shareholders		$—			$(0.16	)		$(0.21	)		$(0.16	)		$(0.18	)		$(0.28	)
Net asset value, end of period (x)		$13.44			$12.49			$11.08			$11.37			$9.64			$7.07
Total return (%) (r)(s)(x)		7.61	(n)		14.26			(0.50	)		19.73			38.99			(35.40	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.38	(a)		0.46			0.47			0.50			0.56			0.65
Expenses after expense reductions (f)(h)		0.25	(a)		0.25			0.25			0.28			0.35			0.35
Net investment income (l)		0.63	(a)		1.30			1.36			1.14			1.50			1.16
Portfolio turnover		3	(n)		13			12			15			6			38
Net assets at end of period (000 omitted)		$51,964			$35,972			$25,364			$18,169			$13,516			$8,597
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R4
Net asset value, beginning of period		$12.56			$11.14			$11.42			$9.69			$7.10			$11.44
Income (loss) from investment operations
Net investment income (d)(l)		$0.06			$0.20			$0.17			$0.14			$0.14			$0.04
Net realized and unrealized gain (loss) on investments		0.91			1.40			(0.21	)		1.77			2.65			(4.08	)
Total from investment operations		$0.97			$1.60			$(0.04	)		$1.91			$2.79			$(4.04	)
Less distributions declared to shareholders
From net investment income		$—			$(0.18	)		$(0.24	)		$(0.18	)		$(0.20	)		$(0.19	)
From net realized gain on investments		—			—			—			—			—			(0.11	)
Total distributions declared to shareholders		$—			$(0.18	)		$(0.24	)		$(0.18	)		$(0.20	)		$(0.30	)
Net asset value, end of period (x)		$13.53			$12.56			$11.14			$11.42			$9.69			$7.10
Total return (%) (r)(s)(x)		7.72	(n)		14.53			(0.17	)		19.87			39.38			(35.16	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.13	(a)		0.19			0.22			0.25			0.29			0.33
Expenses after expense reductions (f)(h)		0.00	(a)		0.00			0.00			0.03			0.10			0.10
Net investment income (l)		0.88	(a)		1.72			1.60			1.42			1.64			0.40
Portfolio turnover		3	(n)		13			12			15			6			38
Net assets at end of period (000 omitted)		$110,727			$80,692			$902			$702			$278			$108

See Notes to Financial Statements

70

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MFS LIFETIME 2030 FUND – continued

(a) Annualized.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying affiliated funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying affiliated funds have varied expense and fee levels and the fund may own different proportions of the underlying affiliated funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by the underlying affiliated funds in which the fund invests and for interim net investment income ratios, the actual annual net investment income ratio may differ. The ratios and per share amounts do not include net investment income of the underlying affiliated funds in which the fund invests.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

(x) The net asset values per share and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

71

Financial Highlights – continued

MFS LIFETIME 2035 FUND

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class A
Net asset value, beginning of period		$11.07			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.02			$0.07
Net realized and unrealized gain (loss) on investments		0.91			1.11
Total from investment operations		$0.93			$1.18
Less distributions declared to shareholders
From net investment income		$—			$(0.11	)
Net asset value, end of period (x)		$12.00			$11.07
Total return (%) (r)(s)(t)(x)		8.40	(n)		11.89	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.67	(a)		6.19	(a)
Expenses after expense reductions (f)(h)		0.24	(a)		0.25	(a)
Net investment income (l)		0.37	(a)		1.33	(a)
Portfolio turnover		5	(n)		3	(n)
Net assets at end of period (000 omitted)		$3,160			$671
	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class B
Net asset value, beginning of period		$11.05			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.02	)		$0.05
Net realized and unrealized gain (loss) on investments		0.90			1.09
Total from investment operations		$0.88			$1.14
Less distributions declared to shareholders
From net investment income		$—			$(0.09	)
Net asset value, end of period (x)		$11.93			$11.05
Total return (%) (r)(s)(t)(x)		7.96	(n)		11.54	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.46	(a)		8.13	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00	(a)
Net investment income (loss) (l)		(0.38	)(a)		0.94	(a)
Portfolio turnover		5	(n)		3	(n)
Net assets at end of period (000 omitted)		$285			$186

See Notes to Financial Statements

72

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MFS LIFETIME 2035 FUND – continued

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class C
Net asset value, beginning of period		$11.05			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.03	)		$0.06
Net realized and unrealized gain (loss) on investments		0.92			1.08
Total from investment operations		$0.89			$1.14
Less distributions declared to shareholders
From net investment income		$—			$(0.09	)
Net asset value, end of period (x)		$11.94			$11.05
Total return (%) (r)(s)(t)(x)		8.05	(n)		11.54	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.45	(a)		9.03	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00	(a)
Net investment income (loss) (l)		(0.44	)(a)		1.11	(a)
Portfolio turnover		5	(n)		3	(n)
Net assets at end of period (000 omitted)		$466			$136
	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class I
Net asset value, beginning of period		$11.09			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.04			$0.11
Net realized and unrealized gain (loss) on investments		0.90			1.09
Total from investment operations		$0.94			$1.20
Less distributions declared to shareholders
From net investment income		$—			$(0.11	)
Net asset value, end of period (x)		$12.03			$11.09
Total return (%) (r)(s)(x)		8.48	(n)		12.13	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.44	(a)		8.23	(a)
Expenses after expense reductions (f)(h)		0.00	(a)		0.00	(a)
Net investment income (l)		0.61	(a)		2.16	(a)
Portfolio turnover		5	(n)		3	(n)
Net assets at end of period (000 omitted)		$1,097			$112

See Notes to Financial Statements

73

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MFS LIFETIME 2035 FUND – continued

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R1
Net asset value, beginning of period		$11.05			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.02	)		$0.06
Net realized and unrealized gain (loss) on investments		0.90			1.08
Total from investment operations		$0.88			$1.14
Less distributions declared to shareholders
From net investment income		$—			$(0.09	)
Net asset value, end of period (x)		$11.93			$11.05
Total return (%) (r)(s)(x)		7.96	(n)		11.54	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.46	(a)		9.24	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00	(a)
Net investment income (loss) (l)		(0.39	)(a)		1.17	(a)
Portfolio turnover		5	(n)		3	(n)
Net assets at end of period (000 omitted)		$120			$112
	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R2
Net asset value, beginning of period		$11.07			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.01			$0.08
Net realized and unrealized gain (loss) on investments		0.91			1.09
Total from investment operations		$0.92			$1.17
Less distributions declared to shareholders
From net investment income		$—			$(0.10	)
Net asset value, end of period (x)		$11.99			$11.07
Total return (%) (r)(s)(x)		8.31	(n)		11.84	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.90	(a)		7.87	(a)
Expenses after expense reductions (f)(h)		0.50	(a)		0.50	(a)
Net investment income (l)		0.09	(a)		1.50	(a)
Portfolio turnover		5	(n)		3	(n)
Net assets at end of period (000 omitted)		$2,130			$320

See Notes to Financial Statements

74

Financial Highlights – continued

MFS LIFETIME 2035 FUND – continued

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R3
Net asset value, beginning of period		$11.08			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.02			$0.03
Net realized and unrealized gain (loss) on investments		0.91			1.16
Total from investment operations		$0.93			$1.19
Less distributions declared to shareholders
From net investment income		$—			$(0.11	)
Net asset value, end of period (x)		$12.01			$11.08
Total return (%) (r)(s)(x)		8.39	(n)		11.98	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.69	(a)		1.80	(a)
Expenses after expense reductions (f)(h)		0.25	(a)		0.25	(a)
Net investment income (l)		0.36	(a)		0.53	(a)
Portfolio turnover		5	(n)		3	(n)
Net assets at end of period (000 omitted)		$4,775			$2,431
	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R4
Net asset value, beginning of period		$11.08			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.04			$0.03
Net realized and unrealized gain (loss) on investments		0.91			1.16
Total from investment operations		$0.95			$1.19
Less distributions declared to shareholders
From net investment income		$—			$(0.11	)
Net asset value, end of period (x)		$12.03			$11.08
Total return (%) (r)(s)(x)		8.57	(n)		12.03	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.45	(a)		0.47	(a)
Expenses after expense reductions (f)(h)		0.00	(a)		0.00	(a)
Net investment income (l)		0.61	(a)		0.59	(a)
Portfolio turnover		5	(n)		3	(n)
Net assets at end of period (000 omitted)		$37,885			$25,065

See Notes to Financial Statements

75

Financial Highlights – continued

MFS LIFETIME 2035 FUND – continued

(a) Annualized.

(c) For the period from the commencement of the fund’s investment operations, November 2, 2012, through the stated period end.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying affiliated funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying affiliated funds have varied expense and fee levels and the fund may own different proportions of the underlying affiliated funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by the underlying affiliated funds in which the fund invests. The ratios and per share amounts do not include net investment income of the underlying affiliated funds in which the fund invests.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

(x) The net asset values per share and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

76

Financial Highlights – continued

MFS LIFETIME 2040 FUND

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class A
Net asset value, beginning of period		$12.49			$10.96			$11.31			$9.49			$6.90			$11.37
Income (loss) from investment operations
Net investment income (d)(l)		$0.01			$0.11			$0.10			$0.08			$0.10			$0.06
Net realized and unrealized gain (loss) on investments		1.10			1.55			(0.27	)		1.88			2.66			(4.30	)
Total from investment operations		$1.11			$1.66			$(0.17	)		$1.96			$2.76			$(4.24	)
Less distributions declared to shareholders
From net investment income		$—			$(0.13	)		$(0.18	)		$(0.14	)		$(0.17	)		$(0.14	)
From net realized gain on investments		—			—			—			—			—			(0.09	)
Total distributions declared to shareholders		$—			$(0.13	)		$(0.18	)		$(0.14	)		$(0.17	)		$(0.23	)
Net asset value, end of period (x)		$13.60			$12.49			$10.96			$11.31			$9.49			$6.90
Total return (%) (r)(s)(t)(x)		8.89	(n)		15.25			(1.36	)		20.78			40.17			(37.10	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.42	(a)		0.53			0.55			0.59			0.69			1.01
Expenses after expense reductions (f)(h)		0.24	(a)		0.25			0.25			0.28			0.35			0.43
Net investment income (l)		0.20	(a)		1.02			0.97			0.85			1.21			0.70
Portfolio turnover		5	(n)		16			13			14			8			33
Net assets at end of period (000 omitted)		$22,243			$17,207			$12,700			$10,260			$6,861			$3,121
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class B
Net asset value, beginning of period		$12.41			$10.90			$11.25			$9.44			$6.88			$11.29
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.04	)		$0.03			$0.02			$0.01			$0.04			$(0.00	)(w)
Net realized and unrealized gain (loss) on investments		1.08			1.54			(0.27	)		1.87			2.64			(4.25	)
Total from investment operations		$1.04			$1.57			$(0.25	)		$1.88			$2.68			$(4.25	)
Less distributions declared to shareholders
From net investment income		$—			$(0.06	)		$(0.10	)		$(0.07	)		$(0.12	)		$(0.07	)
From net realized gain on investments		—			—			—			—			—			(0.09	)
Total distributions declared to shareholders		$—			$(0.06	)		$(0.10	)		$(0.07	)		$(0.12	)		$(0.16	)
Net asset value, end of period (x)		$13.45			$12.41			$10.90			$11.25			$9.44			$6.88
Total return (%) (r)(s)(t)(x)		8.38	(n)		14.42			(2.09	)		20.00			39.00			(37.50	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.17	(a)		1.28			1.30			1.34			1.46			1.66
Expenses after expense reductions (f)(h)		1.00	(a)		1.00			1.00			1.03			1.10			1.10
Net investment income (loss) (l)		(0.56	)(a)		0.29			0.21			0.11			0.49			(0.05	)
Portfolio turnover		5	(n)		16			13			14			8			33
Net assets at end of period (000 omitted)		$3,717			$3,369			$2,498			$2,244			$1,630			$1,072

See Notes to Financial Statements

77

Financial Highlights – continued

MFS LIFETIME 2040 FUND – continued

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class C
Net asset value, beginning of period		$12.28			$10.79			$11.16			$9.38			$6.85			$11.26
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.04	)		$0.03			$0.03			$0.01			$0.05			$(0.00	)(w)
Net realized and unrealized gain (loss) on investments		1.08			1.52			(0.28	)		1.85			2.61			(4.23	)
Total from investment operations		$1.04			$1.55			$(0.25	)		$1.86			$2.66			$(4.23	)
Less distributions declared to shareholders
From net investment income		$—			$(0.06	)		$(0.12	)		$(0.08	)		$(0.13	)		$(0.09	)
From net realized gain on investments		—			—			—			—			—			(0.09	)
Total distributions declared to shareholders		$—			$(0.06	)		$(0.12	)		$(0.08	)		$(0.13	)		$(0.18	)
Net asset value, end of period (x)		$13.32			$12.28			$10.79			$11.16			$9.38			$6.85
Total return (%) (r)(s)(t)(x)		8.47	(n)		14.40			(2.14	)		19.93			38.97			(37.46	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.17	(a)		1.27			1.30			1.34			1.44			1.68
Expenses after expense reductions (f)(h)		1.00	(a)		1.00			1.00			1.03			1.10			1.10
Net investment income (loss) (l)		(0.56	)(a)		0.28			0.26			0.12			0.53			(0.01	)
Portfolio turnover		5	(n)		16			13			14			8			33
Net assets at end of period (000 omitted)		$9,017			$8,046			$5,663			$3,597			$2,134			$859
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class I
Net asset value, beginning of period		$12.57			$11.02			$11.37			$9.53			$6.93			$11.42
Income (loss) from investment operations
Net investment income (d)(l)		$0.03			$0.14			$0.12			$0.11			$0.13			$0.08
Net realized and unrealized gain (loss) on investments		1.10			1.56			(0.27	)		1.89			2.66			(4.31	)
Total from investment operations		$1.13			$1.70			$(0.15	)		$2.00			$2.79			$(4.23	)
Less distributions declared to shareholders
From net investment income		$—			$(0.15	)		$(0.20	)		$(0.16	)		$(0.19	)		$(0.17	)
From net realized gain on investments		—			—			—			—			—			(0.09	)
Total distributions declared to shareholders		$—			$(0.15	)		$(0.20	)		$(0.16	)		$(0.19	)		$(0.26	)
Net asset value, end of period (x)		$13.70			$12.57			$11.02			$11.37			$9.53			$6.93
Total return (%) (r)(s)(x)		8.99	(n)		15.61			(1.12	)		21.16			40.38	��		(36.88	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.17	(a)		0.28			0.30			0.34			0.46			0.67
Expenses after expense reductions (f)(h)		0.00	(a)		0.00			0.00			0.03			0.10			0.10
Net investment income (l)		0.44	(a)		1.27			1.19			1.11			1.47			0.97
Portfolio turnover		5	(n)		16			13			14			8			33
Net assets at end of period (000 omitted)		$6,997			$5,754			$4,030			$2,972			$2,094			$1,225

See Notes to Financial Statements

78

Financial Highlights – continued

MFS LIFETIME 2040 FUND – continued

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R1
Net asset value, beginning of period		$12.32			$10.81			$11.18			$9.39			$6.84			$11.26
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.04	)		$0.03			$0.03			$0.01			$0.04			$(0.00	)(w)
Net realized and unrealized gain (loss) on investments		1.08			1.53			(0.28	)		1.85			2.63			(4.24	)
Total from investment operations		$1.04			$1.56			$(0.25	)		$1.86			$2.67			$(4.24	)
Less distributions declared to shareholders
From net investment income		$—			$(0.05	)		$(0.12	)		$(0.07	)		$(0.12	)		$(0.09	)
From net realized gain on investments		—			—			—			—			—			(0.09	)
Total distributions declared to shareholders		$—			$(0.05	)		$(0.12	)		$(0.07	)		$(0.12	)		$(0.18	)
Net asset value, end of period (x)		$13.36			$12.32			$10.81			$11.18			$9.39			$6.84
Total return (%) (r)(s)(x)		8.44	(n)		14.44			(2.12	)		19.90			39.08			(37.53	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.17	(a)		1.28			1.30			1.34			1.46			1.67
Expenses after expense reductions (f)(h)		1.00	(a)		1.00			1.00			1.03			1.10			1.10
Net investment income (loss) (l)		(0.56	)(a)		0.24			0.25			0.09			0.48			(0.01	)
Portfolio turnover		5	(n)		16			13			14			8			33
Net assets at end of period (000 omitted)		$7,624			$6,368			$5,728			$5,204			$3,759			$2,368
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R2
Net asset value, beginning of period		$12.41			$10.89			$11.24			$9.43			$6.87			$11.32
Income (loss) from investment operations
Net investment income (d)(l)		$(0.00	)(w)		$0.08			$0.07			$0.06			$0.09			$0.05
Net realized and unrealized gain (loss) on investments		1.09			1.54			(0.27	)		1.87			2.63			(4.27	)
Total from investment operations		$1.09			$1.62			$(0.20	)		$1.93			$2.72			$(4.22	)
Less distributions declared to shareholders
From net investment income		$—			$(0.10	)		$(0.15	)		$(0.12	)		$(0.16	)		$(0.14	)
From net realized gain on investments		—			—			—			—			—			(0.09	)
Total distributions declared to shareholders		$—			$(0.10	)		$(0.15	)		$(0.12	)		$(0.16	)		$(0.23	)
Net asset value, end of period (x)		$13.50			$12.41			$10.89			$11.24			$9.43			$6.87
Total return (%) (r)(s)(x)		8.78	(n)		14.93			(1.62	)		20.58			39.67			(37.14	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.67	(a)		0.78			0.80			0.84			0.95			1.18
Expenses after expense reductions (f)(h)		0.50	(a)		0.50			0.50			0.53			0.60			0.60
Net investment income (loss) (l)		(0.07	)(a)		0.74			0.71			0.63			1.05			0.57
Portfolio turnover		5	(n)		16			13			14			8			33
Net assets at end of period (000 omitted)		$51,106			$45,142			$45,458			$38,606			$27,881			$14,024

See Notes to Financial Statements

79

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MFS LIFETIME 2040 FUND – continued

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R3
Net asset value, beginning of period		$12.49			$10.96			$11.31			$9.49			$6.90			$11.36
Income (loss) from investment operations
Net investment income (d)(l)		$0.01			$0.11			$0.10			$0.08			$0.11			$0.06
Net realized and unrealized gain (loss) on investments		1.10			1.55			(0.27	)		1.88			2.65			(4.28	)
Total from investment operations		$1.11			$1.66			$(0.17	)		$1.96			$2.76			$(4.22	)
Less distributions declared to shareholders
From net investment income		$—			$(0.13	)		$(0.18	)		$(0.14	)		$(0.17	)		$(0.15	)
From net realized gain on investments		—			—			—			—			—			(0.09	)
Total distributions declared to shareholders		$—			$(0.13	)		$(0.18	)		$(0.14	)		$(0.17	)		$(0.24	)
Net asset value, end of period (x)		$13.60			$12.49			$10.96			$11.31			$9.49			$6.90
Total return (%) (r)(s)(x)		8.89	(n)		15.26			(1.37	)		20.78			40.13			(37.01	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.42	(a)		0.52			0.55			0.59			0.72			0.91
Expenses after expense reductions (f)(h)		0.25	(a)		0.25			0.25			0.28			0.35			0.35
Net investment income (l)		0.18	(a)		0.95			0.94			0.86			1.27			0.72
Portfolio turnover		5	(n)		16			13			14			8			33
Net assets at end of period (000 omitted)		$25,181			$19,518			$10,073			$7,752			$5,283			$3,507
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011			2010			2009
Class R4
Net asset value, beginning of period		$12.56			$11.01			$11.36			$9.53			$6.93			$11.41
Income (loss) from investment operations
Net investment income (d)(l)		$0.03			$0.18			$0.13			$0.11			$0.13			$0.04
Net realized and unrealized gain (loss) on investments		1.10			1.52			(0.28	)		1.88			2.66			(4.26	)
Total from investment operations		$1.13			$1.70			$(0.15	)		$1.99			$2.79			$(4.22	)
Less distributions declared to shareholders
From net investment income		$—			$(0.15	)		$(0.20	)		$(0.16	)		$(0.19	)		$(0.17	)
From net realized gain on investments		—			—			—			—			—			(0.09	)
Total distributions declared to shareholders		$—			$(0.15	)		$(0.20	)		$(0.16	)		$(0.19	)		$(0.26	)
Net asset value, end of period (x)		$13.69			$12.56			$11.01			$11.36			$9.53			$6.93
Total return (%) (r)(s)(x)		9.00	(n)		15.62			(1.12	)		21.05			40.38			(36.82	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.17	(a)		0.24			0.30			0.35			0.46			0.58
Expenses after expense reductions (f)(h)		0.00	(a)		0.00			0.00			0.03			0.10			0.10
Net investment income (l)		0.43	(a)		1.50			1.20			1.11			1.51			0.35
Portfolio turnover		5	(n)		16			13			14			8			33
Net assets at end of period (000 omitted)		$97,055			$77,285			$771			$499			$234			$131

See Notes to Financial Statements

80

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MFS LIFETIME 2040 FUND – continued

(a) Annualized.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying affiliated funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying affiliated funds have varied expense and fee levels and the fund may own different proportions of the underlying affiliated funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by the underlying affiliated funds in which the fund invests and for interim net investment income ratios, the actual annual net investment income ratio may differ. The ratios and per share amounts do not include net investment income of the underlying affiliated funds in which the fund invests.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

(w) Per share amount was less than $0.01.

(x) The net asset values per share and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

81

Financial Highlights – continued

MFS LIFETIME 2045 FUND

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class A
Net asset value, beginning of period		$11.12			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.01			$0.08
Net realized and unrealized gain (loss) on investments		0.99			1.14
Total from investment operations		$1.00			$1.22
Less distributions declared to shareholders
From net investment income		$—			$(0.10	)
Net asset value, end of period (x)		$12.12			$11.12
Total return (%) (r)(s)(t)(x)		8.99	(n)		12.30	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.07	(a)		7.61	(a)
Expenses after expense reductions (f)(h)		0.19	(a)		0.25	(a)
Net investment income (l)		0.25	(a)		1.46	(a)
Portfolio turnover		7	(n)		5	(n)
Net assets at end of period (000 omitted)		$791			$208
	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class B
Net asset value, beginning of period		$11.09			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.03	)		$0.05
Net realized and unrealized gain (loss) on investments		0.97			1.13
Total from investment operations		$0.94			$1.18
Less distributions declared to shareholders
From net investment income		$—			$(0.09	)
Net asset value, end of period (x)		$12.03			$11.09
Total return (%) (r)(s)(t)(x)		8.48	(n)		11.88	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.88	(a)		9.69	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00	(a)
Net investment income (loss) (l)		(0.55	)(a)		0.90	(a)
Portfolio turnover		7	(n)		5	(n)
Net assets at end of period (000 omitted)		$258			$143

See Notes to Financial Statements

82

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MFS LIFETIME 2045 FUND – continued

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class C
Net asset value, beginning of period		$11.09			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.03	)		$0.03
Net realized and unrealized gain (loss) on investments		0.97			1.15
Total from investment operations		$0.94			$1.18
Less distributions declared to shareholders
From net investment income		$—			$(0.09	)
Net asset value, end of period (x)		$12.03			$11.09
Total return (%) (r)(s)(t)(x)		8.48	(n)		11.92	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.89	(a)		9.35	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00	(a)
Net investment income (loss) (l)		(0.56	)(a)		0.49	(a)
Portfolio turnover		7	(n)		5	(n)
Net assets at end of period (000 omitted)		$269			$197
	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class I
Net asset value, beginning of period		$11.13			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.03			$0.11
Net realized and unrealized gain (loss) on investments		0.97			1.12
Total from investment operations		$1.00			$1.23
Less distributions declared to shareholders
From net investment income		$—			$(0.10	)
Net asset value, end of period (x)		$12.13			$11.13
Total return (%) (r)(s)(x)		8.98	(n)		12.45	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.88	(a)		9.30	(a)
Expenses after expense reductions (f)(h)		0.00	(a)		0.00	(a)
Net investment income (l)		0.44	(a)		2.10	(a)
Portfolio turnover		7	(n)		5	(n)
Net assets at end of period (000 omitted)		$163			$112

See Notes to Financial Statements

83

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MFS LIFETIME 2045 FUND – continued

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R1
Net asset value, beginning of period		$11.10			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.03	)		$0.06
Net realized and unrealized gain (loss) on investments		0.96			1.13
Total from investment operations		$0.93			$1.19
Less distributions declared to shareholders
From net investment income		$—			$(0.09	)
Net asset value, end of period (x)		$12.03			$11.10
Total return (%) (r)(s)(x)		8.38	(n)		11.97	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.90	(a)		10.30	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00	(a)
Net investment income (loss) (l)		(0.55	)(a)		1.10	(a)
Portfolio turnover		7	(n)		5	(n)
Net assets at end of period (000 omitted)		$121			$112
	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R2
Net asset value, beginning of period		$11.11			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.00	)(w)		$0.08
Net realized and unrealized gain (loss) on investments		0.97			1.13
Total from investment operations		$0.97			$1.21
Less distributions declared to shareholders
From net investment income		$—			$(0.10	)
Net asset value, end of period (x)		$12.08			$11.11
Total return (%) (r)(s)(x)		8.73	(n)		12.16	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.29	(a)		9.80	(a)
Expenses after expense reductions (f)(h)		0.50	(a)		0.50	(a)
Net investment income (loss) (l)		(0.07	)(a)		1.60	(a)
Portfolio turnover		7	(n)		5	(n)
Net assets at end of period (000 omitted)		$583			$112

See Notes to Financial Statements

84

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MFS LIFETIME 2045 FUND – continued

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R3
Net asset value, beginning of period		$11.13			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.01			$0.03
Net realized and unrealized gain (loss) on investments		0.97			1.20
Total from investment operations		$0.98			$1.23
Less distributions declared to shareholders
From net investment income		$—			$(0.10	)
Net asset value, end of period (x)		$12.11			$11.13
Total return (%) (r)(s)(x)		8.81	(n)		12.40	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.11	(a)		3.04	(a)
Expenses after expense reductions (f)(h)		0.25	(a)		0.25	(a)
Net investment income (l)		0.19	(a)		0.54	(a)
Portfolio turnover		7	(n)		5	(n)
Net assets at end of period (000 omitted)		$2,652			$1,253
	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R4
Net asset value, beginning of period		$11.13			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.03			$0.02
Net realized and unrealized gain (loss) on investments		0.97			1.21
Total from investment operations		$1.00			$1.23
Less distributions declared to shareholders
From net investment income		$—			$(0.10	)
Net asset value, end of period (x)		$12.13			$11.13
Total return (%) (r)(s)(x)		8.98	(n)		12.45	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.87	(a)		0.88	(a)
Expenses after expense reductions (f)(h)		0.00	(a)		0.00	(a)
Net investment income (l)		0.44	(a)		0.46	(a)
Portfolio turnover		7	(n)		5	(n)
Net assets at end of period (000 omitted)		$20,307			$12,238

See Notes to Financial Statements

85

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MFS LIFETIME 2045 FUND – continued

(a) Annualized.

(c) For the period from the commencement of the fund’s investment operations, November 2, 2012, through the stated period end.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying affiliated funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying affiliated funds have varied expense and fee levels and the fund may own different proportions of the underlying affiliated funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by the underlying affiliated funds in which the fund invests and for interim net investment income ratios, the actual annual net investment income ratio may differ. The ratios and per share amounts do not include net investment income of the underlying affiliated funds in which the fund invests.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

(x) The net asset values per share and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

86

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MFS LIFETIME 2050 FUND

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011 (c)
Class A
Net asset value, beginning of period		$13.45			$11.79			$12.08			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.01			$0.13			$0.07			$0.11
Net realized and unrealized gain (loss) on investments		1.18			1.66			(0.22	)		2.10
Total from investment operations		$1.19			$1.79			$(0.15	)		$2.21
Less distributions declared to shareholders
From net investment income		$—			$(0.13	)		$(0.12	)		$(0.13	)
From net realized gain on investments		—			—			(0.02	)		—
Total distributions declared to shareholders		$—			$(0.13	)		$(0.14	)		$(0.13	)
Net asset value, end of period (x)		$14.64			$13.45			$11.79			$12.08
Total return (%) (r)(s)(t)(x)		8.85	(n)		15.26			(1.03	)		22.20	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.76	(a)		1.92			4.95			4.60	(a)
Expenses after expense reductions (f)(h)		0.25	(a)		0.25			0.25			0.25	(a)
Net investment income		0.20	(a)		1.05			0.66			1.60	(a)
Portfolio turnover		6	(n)		14			69			4	(n)
Net assets at end of period (000 omitted)		$3,435			$1,916			$655			$1,836

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011 (c)
Class B
Net asset value, beginning of period		$13.32			$11.69			$12.06			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)		$(0.04	)		$0.03			$0.02			$0.03
Net realized and unrealized gain (loss) on investments		1.16			1.65			(0.26	)		2.13
Total from investment operations		$1.12			$1.68			$(0.24	)		$2.16
Less distributions declared to shareholders
From net investment income		$—			$(0.05	)		$(0.11	)		$(0.10	)
From net realized gain on investments		—			—			(0.02	)		—
Total distributions declared to shareholders		$—			$(0.05	)		$(0.13	)		$(0.10	)
Net asset value, end of period (x)		$14.44			$13.32			$11.69		��	$12.06
Total return (%) (r)(s)(t)(x)		8.41	(n)		14.41			(1.84	)		21.70	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.51	(a)		2.87			6.38			6.80	(a)
Expenses after expense reductions (f)(h)		0.99	(a)		1.00			1.00			1.00	(a)
Net investment income (loss)		(0.55	)(a)		0.29			0.16			0.46	(a)
Portfolio turnover		6	(n)		14			69			4	(n)
Net assets at end of period (000 omitted)		$543			$446			$329			$172

See Notes to Financial Statements

87

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MFS LIFETIME 2050 FUND – continued

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011 (c)
Class C
Net asset value, beginning of period		$13.30			$11.68			$12.06			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)		$(0.04	)		$0.04			$0.03			$0.04
Net realized and unrealized gain (loss) on investments		1.16			1.63			(0.27	)		2.12
Total from investment operations		$1.12			$1.67			$(0.24	)		$2.16
Less distributions declared to shareholders
From net investment income		$—			$(0.05	)		$(0.12	)		$(0.10	)
From net realized gain on investments		—			—			(0.02	)		—
Total distributions declared to shareholders		$—			$(0.05	)		$(0.14	)		$(0.10	)
Net asset value, end of period (x)		$14.42			$13.30			$11.68			$12.06
Total return (%) (r)(s)(t)(x)		8.42	(n)		14.36			(1.79	)		21.70	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.51	(a)		2.83			6.49			6.87	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00			1.00			1.00	(a)
Net investment income (loss)		(0.56	)(a)		0.30			0.24			0.52	(a)
Portfolio turnover		6	(n)		14			69			4	(n)
Net assets at end of period (000 omitted)		$723			$468			$267			$167

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011 (c)
Class I
Net asset value, beginning of period		$13.41			$11.75			$12.10			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.03			$0.15			$0.15			$0.11
Net realized and unrealized gain (loss) on investments		1.17			1.66			(0.27	)		2.12
Total from investment operations		$1.20			$1.81			$(0.12	)		$2.23
Less distributions declared to shareholders
From net investment income		$—			$(0.15	)		$(0.21	)		$(0.13	)
From net realized gain on investments		—			—			(0.02	)		—
Total distributions declared to shareholders		$—			$(0.15	)		$(0.23	)		$(0.13	)
Net asset value, end of period (x)		$14.61			$13.41			$11.75			$12.10
Total return (%) (r)(s)(x)		8.95	(n)		15.50			(0.77	)		22.45	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.51	(a)		1.85			5.44			5.79	(a)
Expenses after expense reductions (f)(h)		0.00	(a)		0.00			0.00			0.00	(a)
Net investment income		0.43	(a)		1.21			1.33			1.55	(a)
Portfolio turnover		6	(n)		14			69			4	(n)
Net assets at end of period (000 omitted)		$735			$542			$368			$155

See Notes to Financial Statements

88

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MFS LIFETIME 2050 FUND – continued

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011 (c)
Class R1
Net asset value, beginning of period		$13.31			$11.69			$12.06			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)		$(0.04	)		$0.05			$0.02			$0.04
Net realized and unrealized gain (loss) on investments		1.16			1.62			(0.26	)		2.12
Total from investment operations		$1.12			$1.67			$(0.24	)		$2.16
Less distributions declared to shareholders
From net investment income		$—			$(0.05	)		$(0.11	)		$(0.10	)
From net realized gain on investments		—			—			(0.02	)		—
Total distributions declared to shareholders		$—			$(0.05	)		$(0.13	)		$(0.10	)
Net asset value, end of period (x)		$14.43			$13.31			$11.69			$12.06
Total return (%) (r)(s)(x)		8.41	(n)		14.38			(1.81	)		21.70	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.51	(a)		2.87			6.47			7.00	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00			1.00			1.00	(a)
Net investment income (loss)		(0.56	)(a)		0.38			0.21			0.58	(a)
Portfolio turnover		6	(n)		14			69			4	(n)
Net assets at end of period (000 omitted)		$356			$250			$182			$122
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011 (c)
Class R2
Net asset value, beginning of period		$13.34			$11.71			$12.08			$10.00
Income (loss) from investment operations
Net investment income (d)		$(0.00	)(w)		$0.10			$0.07			$0.07
Net realized and unrealized gain (loss) on investments		1.16			1.63			(0.25	)		2.13
Total from investment operations		$1.16			$1.73			$(0.18	)		$2.20
Less distributions declared to shareholders
From net investment income		$—			$(0.10	)		$(0.17	)		$(0.12	)
From net realized gain on investments		—			—			(0.02	)		—
Total distributions declared to shareholders		$—			$(0.10	)		$(0.19	)		$(0.12	)
Net asset value, end of period (x)		$14.50			$13.34			$11.71			$12.08
Total return (%) (r)(s)(x)		8.70	(n)		14.88			(1.28	)		22.07	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.01	(a)		2.27			5.96			6.50	(a)
Expenses after expense reductions (f)(h)		0.50	(a)		0.50			0.50			0.50	(a)
Net investment income (loss)		(0.06	)(a)		0.81			0.66			1.08	(a)
Portfolio turnover		6	(n)		14			69			4	(n)
Net assets at end of period (000 omitted)		$4,623			$3,282			$1,627			$122

See Notes to Financial Statements

89

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MFS LIFETIME 2050 FUND – continued

	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011 (c)
Class R3
Net asset value, beginning of period		$13.37			$11.73			$12.09			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.01			$0.12			$0.09			$0.09
Net realized and unrealized gain (loss) on investments		1.18			1.65			(0.24	)		2.12
Total from investment operations		$1.19			$1.77			$(0.15	)		$2.21
Less distributions declared to shareholders
From net investment income		$—			$(0.13	)		$(0.19	)		$(0.12	)
From net realized gain on investments		—			—			(0.02	)		—
Total distributions declared to shareholders		$—			$(0.13	)		$(0.21	)		$(0.12	)
Net asset value, end of period (x)		$14.56			$13.37			$11.73			$12.09
Total return (%) (r)(s)(x)		8.90	(n)		15.17			(1.04	)		22.26	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.76	(a)		1.82			5.30			6.17	(a)
Expenses after expense reductions (f)(h)		0.25	(a)		0.25			0.25			0.25	(a)
Net investment income		0.19	(a)		0.95			0.79			1.28	(a)
Portfolio turnover		6	(n)		14			69			4	(n)
Net assets at end of period (000 omitted)		$3,791			$2,694			$585			$144
	Six months ended 10/31/13 (unaudited)			Years ended 4/30
				2013			2012			2011 (c)
Class R4
Net asset value, beginning of period		$13.40			$11.75			$12.10			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.03			$0.19			$0.13			$0.11
Net realized and unrealized gain (loss) on investments		1.17			1.61			(0.25	)		2.12
Total from investment operations		$1.20			$1.80			$(0.12	)		$2.23
Less distributions declared to shareholders
From net investment income		$—			$(0.15	)		$(0.21	)		$(0.13	)
From net realized gain on investments		—			—			(0.02	)		—
Total distributions declared to shareholders		$—			$(0.15	)		$(0.23	)		$(0.13	)
Net asset value, end of period (x)		$14.60			$13.40			$11.75			$12.10
Total return (%) (r)(s)(x)		8.96	(n)		15.41			(0.77	)		22.45	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.51	(a)		0.93			5.50			6.00	(a)
Expenses after expense reductions (f)(h)		0.00	(a)		0.00			0.00			0.00	(a)
Net investment income		0.44	(a)		1.51			1.19			1.58	(a)
Portfolio turnover		6	(n)		14			69			4	(n)
Net assets at end of period (000 omitted)		$31,054			$19,646			$138			$122

See Notes to Financial Statements

90

Financial Highlights – continued

MFS LIFETIME 2050 FUND – continued

(a) Annualized.

(c) For the period from the commencement of the fund’s investment operations, September 15, 2010, through the stated period end.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying affiliated funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying affiliated funds have varied expense and fee levels and the fund may own different proportions of the underlying affiliated funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by the underlying affiliated funds in which the fund invests. The ratios and per share amounts do not include net investment income of the underlying affiliated funds in which the fund invests.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

(w) Per share amount was less than $0.01.

(x) The net asset values per share and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

91

Financial Highlights – continued

MFS LIFETIME 2055 FUND

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class A
Net asset value, beginning of period		$11.12			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.01			$0.09
Net realized and unrealized gain (loss) on investments		0.98			1.14
Total from investment operations		$0.99			$1.23
Less distributions declared to shareholders
From net investment income		$—			$(0.11	)
Net asset value, end of period (x)		$12.11			$11.12
Total return (%) (r)(s)(t)(x)		8.90	(n)		12.40	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		10.78	(a)		12.11	(a)
Expenses after expense reductions (f)(h)		0.25	(a)		0.25	(a)
Net investment income (l)		0.19	(a)		1.74	(a)
Portfolio turnover		16	(n)		3	(n)
Net assets at end of period (000 omitted)		$255			$143

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class B
Net asset value, beginning of period		$11.09			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.03	)		$0.06
Net realized and unrealized gain (loss) on investments		0.97			1.13
Total from investment operations		$0.94			$1.19
Less distributions declared to shareholders
From net investment income		$—			$(0.10	)
Net asset value, end of period (x)		$12.03			$11.09
Total return (%) (r)(s)(t)(x)		8.48	(n)		11.96	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		12.15	(a)		13.29	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00	(a)
Net investment income (loss) (l)		(0.56	)(a)		1.10	(a)
Portfolio turnover		16	(n)		3	(n)
Net assets at end of period (000 omitted)		$122			$112

See Notes to Financial Statements

92

Financial Highlights – continued

MFS LIFETIME 2055 FUND – continued

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class C
Net asset value, beginning of period		$11.09			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.03	)		$0.05
Net realized and unrealized gain (loss) on investments		0.97			1.14
Total from investment operations		$0.94			$1.19
Less distributions declared to shareholders
From net investment income		$—			$(0.10	)
Net asset value, end of period (x)		$12.03			$11.09
Total return (%) (r)(s)(t)(x)		8.48	(n)		11.96	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		11.75	(a)		13.05	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00	(a)
Net investment income (loss) (l)		(0.55	)(a)		1.03	(a)
Portfolio turnover		16	(n)		3	(n)
Net assets at end of period (000 omitted)		$209			$129

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class I
Net asset value, beginning of period		$11.13			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.03			$0.11
Net realized and unrealized gain (loss) on investments		0.97			1.13
Total from investment operations		$1.00			$1.24
Less distributions declared to shareholders
From net investment income		$—			$(0.11	)
Net asset value, end of period (x)		$12.13			$11.13
Total return (%) (r)(s)(x)		8.98	(n)		12.55	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		10.95	(a)		12.29	(a)
Expenses after expense reductions (f)(h)		0.00	(a)		0.00	(a)
Net investment income (l)		0.46	(a)		2.10	(a)
Portfolio turnover		16	(n)		3	(n)
Net assets at end of period (000 omitted)		$153			$113

See Notes to Financial Statements

93

Financial Highlights – continued

MFS LIFETIME 2055 FUND – continued

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R1
Net asset value, beginning of period		$11.09			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.03	)		$0.06
Net realized and unrealized gain (loss) on investments		0.97			1.13
Total from investment operations		$0.94			$1.19
Less distributions declared to shareholders
From net investment income		$—			$(0.10	)
Net asset value, end of period (x)		$12.03			$11.09
Total return (%) (r)(s)(x)		8.48	(n)		11.96	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		12.15	(a)		13.29	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00	(a)
Net investment income (loss) (l)		(0.56	)(a)		1.10	(a)
Portfolio turnover		16	(n)		3	(n)
Net assets at end of period (000 omitted)		$121			$112

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R2
Net asset value, beginning of period		$11.11			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.00	)(w)		$0.08
Net realized and unrealized gain (loss) on investments		0.97			1.13
Total from investment operations		$0.97			$1.21
Less distributions declared to shareholders
From net investment income		$—			$(0.10	)
Net asset value, end of period (x)		$12.08			$11.11
Total return (%) (r)(s)(x)		8.73	(n)		12.25	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		11.56	(a)		12.78	(a)
Expenses after expense reductions (f)(h)		0.50	(a)		0.50	(a)
Net investment income (loss) (l)		(0.06	)(a)		1.60	(a)
Portfolio turnover		16	(n)		3	(n)
Net assets at end of period (000 omitted)		$141			$112

See Notes to Financial Statements

94

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MFS LIFETIME 2055 FUND – continued

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R3
Net asset value, beginning of period		$11.12			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.01			$0.07
Net realized and unrealized gain (loss) on investments		0.98			1.16
Total from investment operations		$0.99			$1.23
Less distributions declared to shareholders
From net investment income		$—			$(0.11	)
Net asset value, end of period (x)		$12.11			$11.12
Total return (%) (r)(s)(x)		8.90	(n)		12.40	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		10.37	(a)		11.17	(a)
Expenses after expense reductions (f)(h)		0.25	(a)		0.25	(a)
Net investment income (l)		0.21	(a)		1.42	(a)
Portfolio turnover		16	(n)		3	(n)
Net assets at end of period (000 omitted)		$622			$239

	Six months ended 10/31/13 (unaudited)			Period ended 4/30/13 (c)
Class R4
Net asset value, beginning of period		$11.13			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.03			$0.10
Net realized and unrealized gain (loss) on investments		0.97			1.14
Total from investment operations		$1.00			$1.24
Less distributions declared to shareholders
From net investment income		$—			$(0.11	)
Net asset value, end of period (x)		$12.13			$11.13
Total return (%) (r)(s)(x)		8.98	(n)		12.55	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		9.32	(a)		11.79	(a)
Expenses after expense reductions (f)(h)		0.00	(a)		0.00	(a)
Net investment income (l)		0.46	(a)		1.98	(a)
Portfolio turnover		16	(n)		3	(n)
Net assets at end of period (000 omitted)		$778			$147

See Notes to Financial Statements

95

Financial Highlights – continued

MFS LIFETIME 2055 FUND – continued

(a) Annualized.

(c) For the period from the commencement of the fund’s investment operations, November 2, 2012, through the stated period end.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying affiliated funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying affiliated funds have varied expense and fee levels and the fund may own different proportions of the underlying affiliated funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by the underlying affiliated funds in which the fund invests and for interim net investment income ratios, the actual annual net investment income ratio may differ. The ratios and per share amounts do not include net investment income of the underlying affiliated funds in which the fund invests.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

(x) The net asset values per share and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

96

NOTES TO FINANCIAL STATEMENTS

(unaudited)

(1) Business and Organization

MFS Lifetime Retirement Income Fund, MFS Lifetime 2010 Fund, MFS Lifetime 2015 Fund, MFS Lifetime 2020 Fund, MFS Lifetime 2025 Fund, MFS Lifetime 2030 Fund, MFS Lifetime 2035 Fund, MFS Lifetime 2040 Fund, MFS Lifetime 2045 Fund, MFS Lifetime 2050 Fund, and MFS Lifetime 2055 Fund (the funds) are each a series of MFS Series Trust XII (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued.

Each fund is a “fund of funds”, which invests the majority of its assets in other MFS mutual funds (hereafter referred to as “underlying affiliated funds” or “underlying funds”), which may have different fiscal year ends than the funds. The underlying funds, in turn, may engage in a number of investment techniques and practices, which involve certain risks. Certain underlying funds invest their portfolio in high-yield securities rated below investment grade. Investments in high-yield securities involve greater degrees of credit and market risk than investments in higher-rated securities and tend to be more sensitive to economic conditions. Certain underlying funds invest a significant portion of their assets in asset-backed and/or mortgage-backed securities. The value of these securities may depend, in part, on the issuer’s or borrower’s credit quality or ability to pay principal and interest when due and may fall if an issuer or borrower defaults on its obligation to pay principal or interest or if the instrument’s credit rating is downgraded by a credit rating agency. U.S. Government securities not supported as to the payment of principal or interest by the U.S. Treasury, such as those issued by Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are subject to greater credit risk than are U.S. Government securities supported by the U.S. Treasury, such as those issued by Ginnie Mae. Certain underlying funds invest in commodity-linked structured notes as part of their principal investment strategy. These structured notes are subject to prepayment, basis and counterparty risks. Certain underlying funds invest in foreign securities, including securities of emerging market issuers. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s legal, political, and economic environment. The markets of emerging markets countries are generally more volatile than the markets of developed countries with more mature economies. All of the risks of investing in foreign securities previously described are heightened when investing in emerging markets countries.

The accounting policies of the underlying funds in which each fund invests are outlined in the underlying funds’ shareholder reports, which are available without charge by calling 1-800-225-2606, at mfs.com and on the Securities and Exchange Commission (SEC) web site at http://www.sec.gov or at the SEC’s public reference room in Washington, D.C. The underlying funds’ shareholder reports are not covered by this report.

In June 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2013-08 Financial Services – Investment Companies (Topic 946) – Amendments to the Scope, Measurement, and Disclosure Requirements (“ASU 2013-08”) which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2013. ASU 2013-08 sets forth a methodology for determining whether an entity should be characterized as an investment company and prescribes fair value accounting for an investment company’s non-controlling ownership interest in another investment company. FASB has determined that a fund registered under the Investment Company Act of 1940 automatically meets ASU 2013-08’s criteria for an investment company. Although still evaluating the potential impacts of ASU 2013-08 to each fund, management expects that the impact of each fund’s adoption will be limited to additional financial statement disclosures.

Investment Valuations – Open-end investment companies (underlying funds) are generally valued at their net asset value per share. The investments of underlying funds managed by the adviser are valued as described below. For purposes of this policy disclosure, “fund” refers to the underlying fund in which the fund of fund invests.

Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price as provided by a third-party pricing service on the market or exchange on which they are primarily traded. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Equity securities held short, for which there were no sales reported for that day, are generally valued at the last quoted daily ask quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Debt instruments and floating rate loans (other than short-term instruments), including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less generally are valued at amortized cost, which

97

Notes to Financial Statements (unaudited) – continued

approximates market value. Exchange-traded options are generally valued at the last sale or official closing price as provided by a third-party pricing service on the exchange on which such options are primarily traded. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation as provided by a third-party pricing service on the exchange on which such options are primarily traded. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued at valuations provided by a third-party pricing service. Futures contracts are generally valued at last posted settlement price as provided by a third-party pricing service on the market on which they are primarily traded. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation as provided by a third-party pricing service on the market on which such futures contracts are primarily traded. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Swap agreements are generally valued at valuations provided by a third-party pricing service, which for cleared swaps includes an evaluation of any trading activity at the clearinghouses. Open-end investment companies are generally valued at net asset value per share. Securities and other assets, including commodity-linked structured notes, generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur on a frequent basis after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of each fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments.

98

Notes to Financial Statements (unaudited) – continued

The following is a summary of the levels used as of October 31, 2013 in valuing each fund’s assets or liabilities:

	Level 1		Level 2		Level 3		Total
MFS Lifetime Retirement Income Fund
Investments at Value
Mutual Funds		$318,863,858		$—		$—		$318,863,858
MFS Lifetime 2010 Fund
Investments at Value
Mutual Funds		$111,232,465		$—		$—		$111,232,465
MFS Lifetime 2015 Fund
Investments at Value
Mutual Funds		$39,734,031		$—		$—		$39,734,031
MFS Lifetime 2020 Fund
Investments at Value
Mutual Funds		$320,400,749		$—		$—		$320,400,749
MFS Lifetime 2025 Fund
Investments at Value
Mutual Funds		$68,483,988		$—		$—		$68,483,988
MFS Lifetime 2030 Fund
Investments at Value
Mutual Funds		$300,962,648		$—		$—		$300,962,648
MFS Lifetime 2035 Fund
Investments at Value
Mutual Funds		$49,956,376		$—		$—		$49,956,376
MFS Lifetime 2040 Fund
Investments at Value
Mutual Funds		$223,184,699		$—		$—		$223,184,699
MFS Lifetime 2045 Fund
Investments at Value
Mutual Funds		$25,137,661		$—		$—		$25,137,661
MFS Lifetime 2050 Fund
Investments at Value
Mutual Funds		$45,452,909		$—		$—		$45,452,909
MFS Lifetime 2055 Fund
Investments at Value
Mutual Funds		$2,379,020		$—		$—		$2,379,020

For further information regarding security characteristics, see the Portfolio of Investments.

Derivatives – Each fund does not invest in derivatives directly. Each fund does invest in underlying funds that may use derivatives for different purposes, primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the underlying funds use derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.

Indemnifications – Under each fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, each fund enters into agreements with service providers that may contain indemnification clauses. Each fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the funds that have not yet occurred.

99

Notes to Financial Statements (unaudited) – continued

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on an accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Distributions of income and capital gains from the underlying funds are recorded on the ex-dividend date. Recognition of net investment income by each fund is affected by the timing of the declaration of dividends by the underlying funds in which each fund invests. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Each fund and/or the underlying funds may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statements of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statements of Operations.

Fees Paid Indirectly – Each fund’s custody fee may be reduced according to an arrangement that measures the value of cash deposited with the custodian by the fund. This amount, for the six months ended October 31, 2013, is shown as a reduction of total expenses in the Statements of Operations. In the case of the MFS Lifetime Retirement Income Fund, the MFS Lifetime 2010 Fund, the MFS Lifetime 2015 Fund, MFS Lifetime 2020 Fund, the MFS Lifetime 2025 Fund, the MFS Lifetime 2030 Fund, the MFS Lifetime 2035 Fund, the MFS Lifetime 2040 Fund, the MFS Lifetime 2045 Fund, and the MFS Lifetime 2055 Fund, custody fees were not reduced.

Tax Matters and Distributions – Each fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. Each fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

Book/tax differences primarily relate wash sale loss deferrals.

The tax character of distributions made during the current period will be determined at fiscal year end. The tax character of distributions declared to shareholders for the last fiscal year is as follows:

Year ended 4/30/13	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2015 Fund (c)		MFS Lifetime 2020 Fund		MFS Lifetime 2025 Fund (c)		MFS Lifetime 2030 Fund
Ordinary income (including any short-term capital gains)		$4,439,963		$1,380,022		$5,400		$3,799,961		$7,300		$2,100,005

Year ended 4/30/13	MFS Lifetime 2035 Fund (c)		MFS Lifetime 2040 Fund		MFS Lifetime 2045 Fund (c)		MFS Lifetime 2050 Fund		MFS Lifetime 2055 Fund (c)
Ordinary income (including any short-term capital gains)		$9,600		$1,305,006		$8,350		$178,904		$8,350

(c) For the period from the commencement of the fund’s investment operations, November 2, 2012, through the stated period end.

The federal tax cost and the tax basis components of distributable earnings were as follows:

As of 10/31/13	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund			MFS Lifetime 2015 Fund			MFS Lifetime 2020 Fund			MFS Lifetime 2025 Fund			MFS Lifetime 2030 Fund
Cost of investments		$294,699,641			$100,421,885			$38,700,263			$279,030,246			$63,873,422			$246,759,897
Gross appreciation		$27,070,417			$11,285,310			$1,577,879			$43,610,648			$5,185,292			$55,993,545
Gross depreciation		(2,906,200	)		(474,730	)		(544,111	)		(2,240,145	)		(574,726	)		(1,790,794	)
Net unrealized appreciation (depreciation)		$24,164,217			$10,810,580			$1,033,768			$41,370,503			$4,610,566			$54,202,751
As of 4/30/13
Undistributed ordinary income		$267,105			$449,357			$98,598			$697,179			$115,094			$300,297
Undistributed long-term capital gain		227,581			—			—			—			580
Capital loss carryforwards		—			(582,716	)		—			(5,758,122	)		—			(5,412,208	)
Other temporary differences		(323,455	)		—			—			—			—			—
Net unrealized appreciation (depreciation)		22,317,733			10,271,659			570,698			32,987,934			1,495,201			35,130,050

100

Notes to Financial Statements (unaudited) – continued

As of 10/31/13	MFS Lifetime 2035 Fund			MFS Lifetime 2040 Fund			MFS Lifetime 2045 Fund			MFS Lifetime 2050 Fund			MFS Lifetime 2055 Fund
Cost of investments		$45,498,423			$177,512,763			$22,765,993			$39,475,725			$2,128,769
Gross appreciation		$4,667,445			$46,814,078			$2,460,795			$6,199,670			$258,124
Gross depreciation		(209,492	)		(1,142,142	)		(89,127	)		(222,486	)		(7,873	)
Net unrealized appreciation (depreciation)		$4,457,953			$45,671,936			$2,371,668			$5,977,184			$250,251
As of 4/30/13
Undistributed ordinary income		$28,772			$41,533			$12,998			$16,997			$386
Undistributed long-term capital gain		2,171			—			1,597			—			1,605
Capital loss carryforwards		—			(2,886,420	)		—			(92,416	)		—
Late year ordinary loss defferal		—			—			—			—			(596	)
Net unrealized appreciation (depreciation)		1,229,858			28,710,188			655,375			2,754,370			95,826

The aggregate cost above includes prior fiscal year end tax adjustments, if applicable.

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for fund fiscal years beginning after April 30, 2011 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses (“post-enactment losses”). Previously, net capital losses were carried forward for eight years and treated as short-term losses (“pre-enactment losses”). As a transition rule, the Act requires that all post-enactment net capital losses be used before pre-enactment net capital losses.

As of April 30, 2013, the following fund had capital loss carryforwards available to offset future realized gains.

Pre-enactment losses which expire as follows:	MFS Lifetime 2010 Fund			MFS Lifetime 2020 Fund			MFS Lifetime 2030 Fund			MFS Lifetime 2040 Fund
4/30/18		$(582,716	)		$(5,462,990	)		$(5,145,105	)		$(2,791,860	)
4/30/19		—			(295,132	)		(267,103	)		(94,560	)
Total		$(582,716	)		$(5,758,122	)		$(5,412,208	)		$(2,886,420	)
Post-enactment losses which are characterized as follows:	MFS Lifetime 2050 Fund
Short-Term		$(92,416	)

Multiple Classes of Shares of Beneficial Interest – Each fund offers multiple classes of shares, which differ in their respective distribution and service fees. For the Lifetime Retirement Income Fund, income and common expenses are allocated to shareholders based on the value of settled shares outstanding of each class. For the Lifetime Retirement Income Fund, realized and unrealized gain (loss) are allocated to shareholders based on the daily net assets of each class. For all other funds, income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B shares will convert to Class A shares approximately eight years after purchase. Each fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

From net investment income

	MFS Lifetime Retirement Income Fund				MFS Lifetime 2010 Fund				MFS Lifetime 2015 Fund
	Six months ended 10/31/13		Year ended 4/30/13		Six months ended 10/31/13		Year ended 4/30/13		Six months ended 10/31/13		Period ended 4/30/13 (c)
Class A		$943,166		$1,967,546		$—		$443,002		$—		$1,119
Class B		84,679		216,554		—		45,317		—		536
Class C		427,320		1,061,727		—		126,984		—		537
Class I		210,565		350,532		—		16,316		—		698
Class R1		10,301		39,912		—		86,413		—		537
Class R2		60,890		192,777		—		498,641		—		617
Class R3		116,236		293,853		—		131,820		—		658
Class R4		257,447		317,062		—		31,529		—		698
Total		$2,110,604		$4,439,963		$—		$1,380,022		$—		$5,400

101

Notes to Financial Statements (unaudited) – continued

	MFS Lifetime 2020 Fund				MFS Lifetime 2025 Fund				MFS Lifetime 2030 Fund
	Six months ended 10/31/13		Year ended 4/30/13		Six months ended 10/31/13		Period ended 4/30/13 (c)		Six months ended 10/31/13		Year ended 4/30/13
Class A		$—		$697,495		$—		$1,029		$—		$298,090
Class B		—		77,294		—		821		—		41,011
Class C		—		189,863		—		821		—		51,670
Class I		—		49,784		—		982		—		74,610
Class R1		—		93,358		—		821		—		53,253
Class R2		—		1,082,409		—		902		—		601,024
Class R3		—		597,509		—		942		—		370,086
Class R4		—		1,012,249		—		982		—		610,261
Total		$—		$3,799,961		$—		$7,300		$—		$2,100,005
	MFS Lifetime 2035 Fund				MFS Lifetime 2040 Fund				MFS Lifetime 2045 Fund
	Six months ended 10/31/13		Period ended 4/30/13 (c)		Six months ended 10/31/13		Year ended 4/30/13		Six months ended 10/31/13		Period ended 4/30/13 (c)
Class A		$—		$2,428		$—		$157,502		$—		$998
Class B		—		949		—		14,564		—		964
Class C		—		949		—		34,394		—		1,485
Class I		—		1,112		—		62,423		—		1,038
Class R1		—		949		—		23,598		—		874
Class R2		—		1,030		—		342,547		—		956
Class R3		—		1,071		—		132,349		—		997
Class R4		—		1,112		—		537,629		—		1,038
Total		$—		$9,600		$—		$1,305,006		$—		$8,350
	MFS Lifetime 2050 Fund				MFS Lifetime 2055 Fund
	Six months ended 10/31/13		Year ended 4/30/13		Six months ended 10/31/13		Period ended 4/30/13 (c)
Class A		$—		$12,551		$—		$1,084
Class B		—		1,637		—		962
Class C		—		1,669		—		962
Class I		—		4,408		—		1,125
Class R1		—		1,232		—		962
Class R2		—		20,817		—		1,044
Class R3		—		12,654		—		1,085
Class R4		—		123,936		—		1,126
Total		$—		$178,904		$—		$8,350

(c) For the period from the commencement of the fund’s investment operations November 2, 2012, through the stated period end.

(3) Transactions with Affiliates

Investment Adviser – Each fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the funds. MFS receives no compensation under this agreement; however MFS receives management fees from the underlying MFS funds.

The investment adviser has agreed in writing to pay all of each fund’s operating expenses, exclusive of distribution and service fee, interest, taxes, extraordinary expenses, brokerage and transaction costs and investment-related expenses including fees and expenses associated with investments in investment companies and other similar investment vehicles. This written agreement will continue until modified by the funds’ Board of Trustees, but such agreement will continue at least until August 31, 2014. After August 31, 2014, MFS may increase such expense limitation to 0.10% annually of each fund’s average daily net assets for each class of shares

102

Notes to Financial Statements (unaudited) – continued

without a vote of the funds’ Board of Trustees. Any increase above 0.10% would require a vote of the funds’ Board of Trustees. For the six months ended October 31, 2013, this reduction amounted to the following for each fund and is reflected as a reduction of total expenses in the Statements of Operations:

MFS Lifetime Retirement Income Fund	MFS Lifetime 2010 Fund	MFS Lifetime 2015 Fund	MFS Lifetime 2020 Fund	MFS Lifetime 2025 Fund	MFS Lifetime 2030 Fund
$171,961	$124,755	$84,989	$172,883	$86,731	$170,016
MFS Lifetime 2035 Fund	MFS Lifetime 2040 Fund	MFS Lifetime 2045 Fund	MFS Lifetime 2050 Fund	MFS Lifetime 2055 Fund
$86,320	$166,446	$85,137	$93,620	$83,452

In addition to the fees and expenses which each fund bears directly, each fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which a fund invests. Accordingly, the expense ratio for each fund reflects only those fees and expenses borne directly by each fund.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received the following amounts for the six months ended October 31, 2013, as its portion of the initial sales charge on sales of Class A shares of each fund.

MFS Lifetime Retirement Income Fund	MFS Lifetime 2010 Fund	MFS Lifetime 2015 Fund	MFS Lifetime 2020 Fund	MFS Lifetime 2025 Fund	MFS Lifetime 2030 Fund
$82,496	$2,889	$433	$11,050	$4,711	$12,065
MFS Lifetime 2035 Fund	MFS Lifetime 2040 Fund	MFS Lifetime 2045 Fund	MFS Lifetime 2050 Fund	MFS Lifetime 2055 Fund
$5,766	$8,448	$1,661	$2,912	$124

The Board of Trustees has adopted a distribution plan for certain class shares pursuant to Rule 12b-1 of the Investment Company Act of 1940.

Each fund’s distribution plan provides that the funds will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Distribution Plan Fee Table:

	CLASS A
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Retirement Income Fund		—		0.25%		0.25%		0.25%		$142,146
MFS Lifetime 2010 Fund		—		0.25%		0.25%		0.25%		25,200
MFS Lifetime 2015 Fund		—		0.25%		0.25%		0.25%		676
MFS Lifetime 2020 Fund		—		0.25%		0.25%		0.25%		49,796
MFS Lifetime 2025 Fund		—		0.25%		0.25%		0.25%		2,186
MFS Lifetime 2030 Fund		—		0.25%		0.25%		0.25%		36,500
MFS Lifetime 2035 Fund		—		0.25%		0.25%		0.24%		2,195
MFS Lifetime 2040 Fund		—		0.25%		0.25%		0.24%		23,984
MFS Lifetime 2045 Fund		—		0.25%		0.25%		0.19%		588
MFS Lifetime 2050 Fund		—		0.25%		0.25%		0.25%		3,254
MFS Lifetime 2055 Fund		—		0.25%		0.25%		0.25%		239
	CLASS B
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Retirement Income Fund		0.75%		0.25%		1.00%		1.00%		$92,112
MFS Lifetime 2010 Fund		0.75%		0.25%		1.00%		1.00%		16,255
MFS Lifetime 2015 Fund		0.75%		0.25%		1.00%		1.00%		640
MFS Lifetime 2020 Fund		0.75%		0.25%		1.00%		1.00%		34,411
MFS Lifetime 2025 Fund		0.75%		0.25%		1.00%		1.00%		2,185
MFS Lifetime 2030 Fund		0.75%		0.25%		1.00%		1.00%		33,725
MFS Lifetime 2035 Fund		0.75%		0.25%		1.00%		1.00%		1,203
MFS Lifetime 2040 Fund		0.75%		0.25%		1.00%		1.00%		17,663
MFS Lifetime 2045 Fund		0.75%		0.25%		1.00%		1.00%		1,049
MFS Lifetime 2050 Fund		0.75%		0.25%		1.00%		0.99%		2,488
MFS Lifetime 2055 Fund		0.75%		0.25%		1.00%		1.00%		583

103

Notes to Financial Statements (unaudited) – continued

	CLASS C
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Retirement Income Fund		0.75%		0.25%		1.00%		1.00%		$466,808
MFS Lifetime 2010 Fund		0.75%		0.25%		1.00%		1.00%		38,872
MFS Lifetime 2015 Fund		0.75%		0.25%		1.00%		1.00%		1,045
MFS Lifetime 2020 Fund		0.75%		0.25%		1.00%		1.00%		81,534
MFS Lifetime 2025 Fund		0.75%		0.25%		1.00%		1.00%		1,503
MFS Lifetime 2030 Fund		0.75%		0.25%		1.00%		1.00%		51,248
MFS Lifetime 2035 Fund		0.75%		0.25%		1.00%		1.00%		948
MFS Lifetime 2040 Fund		0.75%		0.25%		1.00%		1.00%		40,848
MFS Lifetime 2045 Fund		0.75%		0.25%		1.00%		1.00%		1,128
MFS Lifetime 2050 Fund		0.75%		0.25%		1.00%		1.00%		2,901
MFS Lifetime 2055 Fund		0.75%		0.25%		1.00%		1.00%		768
	CLASS R1
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Retirement Income Fund		0.75%		0.25%		1.00%		1.00%		$11,208
MFS Lifetime 2010 Fund		0.75%		0.25%		1.00%		1.00%		25,194
MFS Lifetime 2015 Fund		0.75%		0.25%		1.00%		1.00%		524
MFS Lifetime 2020 Fund		0.75%		0.25%		1.00%		1.00%		40,667
MFS Lifetime 2025 Fund		0.75%		0.25%		1.00%		1.00%		558
MFS Lifetime 2030 Fund		0.75%		0.25%		1.00%		1.00%		48,493
MFS Lifetime 2035 Fund		0.75%		0.25%		1.00%		1.00%		577
MFS Lifetime 2040 Fund		0.75%		0.25%		1.00%		1.00%		34,204
MFS Lifetime 2045 Fund		0.75%		0.25%		1.00%		1.00%		580
MFS Lifetime 2050 Fund		0.75%		0.25%		1.00%		1.00%		1,502
MFS Lifetime 2055 Fund		0.75%		0.25%		1.00%		1.00%		581
	CLASS R2
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Retirement Income Fund		0.25%		0.25%		0.50%		0.50%		$21,536
MFS Lifetime 2010 Fund		0.25%		0.25%		0.50%		0.50%		57,127
MFS Lifetime 2015 Fund		0.25%		0.25%		0.50%		0.50%		1,307
MFS Lifetime 2020 Fund		0.25%		0.25%		0.50%		0.50%		166,468
MFS Lifetime 2025 Fund		0.25%		0.25%		0.50%		0.50%		1,387
MFS Lifetime 2030 Fund		0.25%		0.25%		0.50%		0.50%		158,896
MFS Lifetime 2035 Fund		0.25%		0.25%		0.50%		0.50%		2,960
MFS Lifetime 2040 Fund		0.25%		0.25%		0.50%		0.50%		119,122
MFS Lifetime 2045 Fund		0.25%		0.25%		0.50%		0.50%		766
MFS Lifetime 2050 Fund		0.25%		0.25%		0.50%		0.50%		9,733
MFS Lifetime 2055 Fund		0.25%		0.25%		0.50%		0.50%		300
	CLASS R3
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Retirement Income Fund		—		0.25%		0.25%		0.25%		$17,498
MFS Lifetime 2010 Fund		—		0.25%		0.25%		0.25%		10,338
MFS Lifetime 2015 Fund		—		0.25%		0.25%		0.25%		3,144
MFS Lifetime 2020 Fund		—		0.25%		0.25%		0.25%		54,594
MFS Lifetime 2025 Fund		—		0.25%		0.25%		0.25%		6,687
MFS Lifetime 2030 Fund		—		0.25%		0.25%		0.25%		52,431
MFS Lifetime 2035 Fund		—		0.25%		0.25%		0.25%		4,351
MFS Lifetime 2040 Fund		—		0.25%		0.25%		0.25%		28,118
MFS Lifetime 2045 Fund		—		0.25%		0.25%		0.25%		2,447
MFS Lifetime 2050 Fund		—		0.25%		0.25%		0.25%		3,946
MFS Lifetime 2055 Fund		—		0.25%		0.25%		0.25%		508

104

Notes to Financial Statements (unaudited) – continued

Total Distribution and Service Fees:

MFS Lifetime Retirement Income Fund	MFS Lifetime 2010 Fund	MFS Lifetime 2015 Fund	MFS Lifetime 2020 Fund	MFS Lifetime 2025 Fund	MFS Lifetime 2030 Fund
$751,308	$172,986	$7,336	$427,470	$14,506	$381,293
MFS Lifetime 2035 Fund	MFS Lifetime 2040 Fund	MFS Lifetime 2045 Fund	MFS Lifetime 2050 Fund	MFS Lifetime 2055 Fund
$12,234	$263,939	$6,558	$23,824	$2,979

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.

(e) The annual effective rates represent actual fees incurred under the distribution plan for the six months ended October 31, 2013 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the six months ended October 31, 2013, these rebates amounted to the following, and are reflected as a reduction of total expenses in the Statements of Operations:

	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2015 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2025 Fund		MFS Lifetime 2030 Fund
Class A		$1,638		$1		$—		$993		$5		$762
Class B		9		—		—		131		—		9
Class C		57		—		—		3		—		52
Class R2		—		6		—		43		—		8
Class R3		—		—		—		324		—		—
	MFS Lifetime 2035 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2045 Fund		MFS Lifetime 2050 Fund		MFS Lifetime 2055 Fund
Class A		$114		$885		$138		$57		$—
Class B		—		11		—		16		—
Class C		—		3		—		—		—
Class R2		—		10		—		—		—
Class R3		—		1		—		—		—

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase for shares purchased on or after August 1, 2012, and within 24 months of purchase for shares purchased prior to August 1, 2012. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the six months ended October 31, 2013, were as follows:

CDSC imposed	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2015 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2025 Fund
Class A		$448		$15		$—		$51		$—
Class B		18,798		1,747		—		4,891		390
Class C		20,522		949		3		4,510		—
CDSC imposed	MFS Lifetime 2030 Fund		MFS Lifetime 2035 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2050 Fund
Class A		$20		$—		$48		$10
Class B		3,898		393		3,486		190
Class C		2,316		114		494		263

For the MFS Lifetime 2045 Fund and the MFS Lifetime 2055 Fund, there were no contingent deferred sales charges imposed during the six months ended October 31, 2013.

Shareholder Service Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, provides shareholder services and transfer agent services to the funds. Under a Special Servicing Agreement among MFS, each MFS fund which invests in other MFS funds (“MFS fund-of-funds”) and the underlying funds in which a MFS fund-of-funds invests (“underlying funds”), each underlying fund may pay a portion of each MFS fund-of-fund’s transfer agent-related expenses, including out-of-pocket and sub-accounting fees, to the extent such payments do not exceed the benefits realized or expected to be realized by the underlying fund from the investment in the underlying fund by the MFS fund-of-fund. For the six months ended October 31, 2013, shareholder servicing expenses incurred by the funds, including out-of-pocket expenses, are disclosed in the Statements of Operations.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to each fund. Under an administrative services agreement, each fund partially reimburses MFS the costs incurred to provide these

105

Notes to Financial Statements (unaudited) – continued

services. Each fund pays an annual fixed amount of $17,500. The administrative services fee incurred for the six months ended October 31, 2013 was equivalent to the following annual effective rates of each fund’s average daily net assets:

MFS Lifetime Retirement Income Fund	MFS Lifetime 2010 Fund	MFS Lifetime 2015 Fund	MFS Lifetime 2020 Fund	MFS Lifetime 2025 Fund	MFS Lifetime 2030 Fund
0.0059%	0.0165%	0.0515%	0.0058%	0.0317%	0.0067%
MFS Lifetime 2035 Fund	MFS Lifetime 2040 Fund	MFS Lifetime 2045 Fund	MFS Lifetime 2050 Fund	MFS Lifetime 2055 Fund
0.0458%	0.0088%	0.0898%	0.0479%	1.0912%

Trustees’ and Officers’ Compensation – Each fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The funds do not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration for their services to the fund from MFS. Certain officers and Trustees of the funds are officers or directors of MFS, MFD, and MFSC.

Other – Each fund and certain other funds managed by MFS (the funds) have entered into services agreements (the Agreements) which provide for payment of fees by the funds to Tarantino LLC and Griffin Compliance LLC in return for the provision of services of an Independent Chief Compliance Officer (ICCO) and Assistant ICCO, respectively, for the funds. The ICCO and Assistant ICCO are officers of the funds and the sole members of Tarantino LLC and Griffin Compliance LLC, respectively. The funds can terminate the Agreements with Tarantino LLC and Griffin Compliance LLC at any time under the terms of the Agreements. For the six months ended October 31, 2013, the aggregate fees paid by each fund to Tarantino LLC and Griffin Compliance LLC amounted to the following and are included in “Miscellaneous” expense in the Statements of Operations.

MFS Lifetime Retirement Income Fund	MFS Lifetime 2010 Fund	MFS Lifetime 2015 Fund	MFS Lifetime 2020 Fund	MFS Lifetime 2025 Fund	MFS Lifetime 2030 Fund
$875	$326	$95	$902	$144	$732
MFS Lifetime 2035 Fund	MFS Lifetime 2040 Fund	MFS Lifetime 2045 Fund	MFS Lifetime 2050 Fund	MFS Lifetime 2055 Fund
$92	$570	$46	$93	$4

MFS has agreed to reimburse each fund for a portion of the payments made by the funds in the following amounts, which are shown as a reduction of total expenses in the Statements of Operations. Additionally, MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ICCO and Assistant ICCO:

MFS Lifetime Retirement Income Fund	MFS Lifetime 2010 Fund	MFS Lifetime 2015 Fund	MFS Lifetime 2020 Fund	MFS Lifetime 2025 Fund	MFS Lifetime 2030 Fund
$367	$132	$39	$371	$60	$309
MFS Lifetime 2035 Fund	MFS Lifetime 2040 Fund	MFS Lifetime 2045 Fund	MFS Lifetime 2050 Fund	MFS Lifetime 2055 Fund
$40	$239	$20	$41	$2

The funds invest in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statements of Operations. This money market fund does not pay a management fee to MFS.

On November 1, 2012, MFS purchased 10,000 shares each of Class A, Class B, Class C, Class I, Class R1, Class R2, Class R3, and Class R4 for an aggregate amount of $800,000 of the MFS Lifetime 2015 Fund, the MFS Lifetime 2025 Fund, the MFS Lifetime 2035 Fund, the MFS Lifetime 2045 Fund, and the MFS Lifetime 2055 Fund.

On September 11, 2013, MFS redeemed the following fund shares:

Fund	Class	Shares		Amount
MFS Lifetime Retirement Income Fund	Class R4		6,702		$78,816
MFS Lifetime 2020 Fund	Class I		6,291		$79,581
MFS Lifetime 2030 Fund	Class R5		6,133		$80,158
MFS Lifetime 2040 Fund	Class R5		15,833		$209,312
MFS Lifetime 2050 Fund	Class A		10,362		$146,519
MFS Lifetime 2050 Fund	Class R2		10,375		$145,354
MFS Lifetime 2050 Fund	Class R3		10,419		$146,491

106

Notes to Financial Statements (unaudited) – continued

At October 31, 2013, MFS held the following percentages of outstanding shares of the following funds:

	MFS Lifetime 2015 Fund		MFS Lifetime 2025 Fund		MFS Lifetime 2035 Fund		MFS Lifetime 2045 Fund		MFS Lifetime 2055 Fund
Class B		81%		—		—		—		100%
Class C		—		—		—		—		58%
Class I		100%		—		—		75%		80%
Class R1		100%		100%		100%		100%		100%
Class R2		—		—		—		—		87%

(4) Portfolio Securities

Purchases and sales of shares of underlying funds aggregated to the following:

	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2015 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2025 Fund		MFS Lifetime 2030 Fund
Purchases		$46,056,090		$15,655,070		$11,517,963		$40,969,963		$23,062,176		$54,604,589
Sales		$12,294,069		$10,201,936		$2,527,522		$22,618,856		$2,946,456		$7,729,737
	MFS Lifetime 2035 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2045 Fund		MFS Lifetime 2050 Fund		MFS Lifetime 2055 Fund
Purchases		$19,427,272		$32,189,169		$10,211,718		$14,812,908		$1,344,854
Sales		$1,911,291		$9,542,682		$1,241,122		$2,140,878		$253,576

107

Notes to Financial Statements (unaudited) – continued

(5) Shares of Beneficial Interest

Each fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

	MFS Lifetime Retirement Income Fund												MFS Lifetime 2010 Fund
��	Six months ended 10/31/13						Year ended 4/30/13						Six months ended 10/31/13						Year ended 4/30/13
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold
Class A		2,362,018			$27,916,877			4,986,956			$57,674,050			226,394			$2,859,960			441,772			$5,466,067
Class B		249,530			2,958,699			627,977			7,287,264			22,392			280,459			99,340			1,221,515
Class C		2,774,612			32,798,428			3,481,953			40,425,881			68,385			846,267			235,876			2,861,681
Class I		679,260			8,034,286			1,088,344			12,596,019			5,761			74,152			22,707			284,700
Class R1		31,877			378,140			45,805			530,749			46,008			570,200			147,571			1,788,821
Class R2		96,808			1,149,757			353,302			4,071,988			320,652			4,027,485			552,749			6,787,819
Class R3		296,350			3,489,464			447,484			5,187,704			276,604			3,485,872			263,365			3,279,788
Class R4		544,812			6,439,407			2,446,588			28,551,588			648,356			8,220,578			3,013,079			37,768,197
		7,035,267			$83,165,058			13,478,409			$156,325,243			1,614,552			$20,364,973			4,776,459			$59,458,588
Shares issued to shareholders in reinvestment of distributions
Class A		74,044			$874,206			151,460			$1,760,102			—			$—			32,316			$397,475
Class B		6,845			80,807			17,448			202,524			—			—			3,350			40,997
Class C		33,212			392,205			82,089			951,850			—			—			8,876			107,396
Class I		11,920			140,793			20,323			236,453			—			—			1,314			16,235
Class R1		865			10,220			3,440			39,859			—			—			6,241			75,590
Class R2		4,866			57,465			15,612			180,937			—			—			38,992			476,485
Class R3		9,843			116,222			25,323			293,734			—			—			10,699			131,820
Class R4		21,801			257,447			27,023			317,047			—			—			2,555			31,529
		163,396			$1,929,365			342,718			$3,982,506			—			$—			104,343			$1,277,527
Shares reacquired
Class A		(1,693,952	)		$(19,983,354	)		(1,405,726	)		$(16,284,451	)		(256,630	)		$(3,248,055	)		(223,857	)		$(2,778,483	)
Class B		(132,188	)		(1,562,542	)		(176,793	)		(2,056,330	)		(12,431	)		(156,153	)		(43,912	)		(540,263	)
Class C		(1,067,923	)		(12,633,533	)		(2,056,158	)		(23,709,394	)		(76,438	)		(948,233	)		(89,882	)		(1,090,076	)
Class I		(335,100	)		(3,977,066	)		(238,395	)		(2,758,497	)		(6,248	)		(79,569	)		(26,156	)		(327,683	)
Class R1		(53,775	)		(641,718	)		(88,358	)		(1,014,009	)		(82,122	)		(1,021,059	)		(156,138	)		(1,883,120	)
Class R2		(127,896	)		(1,515,094	)		(418,550	)		(4,868,844	)		(301,367	)		(3,787,051	)		(930,736	)		(11,421,729	)
Class R3		(314,916	)		(3,747,560	)		(270,922	)		(3,143,003	)		(94,617	)		(1,195,186	)		(328,750	)	��	(4,043,375	)
Class R4		(315,035	)		(3,719,211	)		(428,788	)		(5,002,906	)		(322,428	)		(4,086,709	)		(145,364	)		(1,827,037	)
		(4,040,785	)		$(47,780,078	)		(5,083,690	)		$(58,837,434	)		(1,152,281	)		$(14,522,015	)		(1,944,795	)		$(23,911,766	)
Net change
Class A		742,110			$8,807,729			3,732,690			$43,149,701			(30,236	)		$(388,095	)		250,231			$3,085,059
Class B		124,187			1,476,964			468,632			5,433,458			9,961			124,306			58,778			722,249
Class C		1,739,901			20,557,100			1,507,884			17,668,337			(8,053	)		(101,966	)		154,870			1,879,001
Class I		356,080			4,198,013			870,272			10,073,975			(487	)		(5,417	)		(2,135	)		(26,748	)
Class R1		(21,033	)		(253,358	)		(39,113	)		(443,401	)		(36,114	)		(450,859	)		(2,326	)		(18,709	)
Class R2		(26,222	)		(307,872	)		(49,636	)		(615,919	)		19,285			240,434			(338,995	)		(4,157,425	)
Class R3		(8,723	)		(141,874	)		201,885			2,338,435			181,987			2,290,686			(54,686	)		(631,767	)
Class R4		251,578			2,977,643			2,044,823			23,865,729			325,928			4,133,869			2,870,270			35,972,689
		3,157,878			$37,314,345			8,737,437			$101,470,315			462,271			$5,842,958			2,936,007			$36,824,349

108

Notes to Financial Statements (unaudited) – continued

	MFS Lifetime 2015 Fund												MFS Lifetime 2020 Fund
	Six months ended 10/31/13						Period ended 4/30/13 (c)						Six months ended 10/31/13						Year ended 4/30/13
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold
Class A		65,693			$684,010			21,036			$212,182			478,778			$6,009,139			815,346			$9,644,293
Class B		2,482			25,945			10,002			100,026			62,652			779,995			133,239			1,562,160
Class C		22,877			237,499			10,081			100,842			248,040			3,038,478			475,738			5,516,995
Class I		—			—			10,000			100,001			12,359			155,959			61,954			734,201
Class R1		—			—			10,000			100,000			66,889			830,807			164,126			1,914,134
Class R2		103,934			1,083,067			10,000			100,000			838,809			10,449,672			1,555,995			18,300,912
Class R3		168,876			1,749,330			170,814			1,753,335			986,990			12,378,491			2,017,098			23,985,143
Class R4		771,740			8,027,995			2,718,183			27,788,747			2,029,601			25,508,965			9,172,201			110,594,225
		1,135,602			$11,807,846			2,960,116			$30,255,133			4,724,118			$59,151,506			14,395,697			$172,252,063
Shares issued to shareholders in reinvestment of distributions
Class A		—			$—			112			$1,119			—			$—			56,935			$670,119
Class B		—			—			54			536			—			—			6,087			71,343
Class C		—			—			54			537			—			—			11,389			131,997
Class I		—			—			70			698			—			—			4,025			47,621
Class R1		—			—			53			537			—			—			7,973			93,358
Class R2		—			—			62			617			—			—			89,580			1,048,983
Class R3		—			—			66			658			—			—			50,722			597,509
Class R4		—			—			70			698			—			—			85,711			1,012,249
		—			$—			541			$5,400			—			$—			312,422			$3,673,179
Shares reacquired
Class A		(4,153	)		$(42,917	)		—			$—			(443,373	)		$(5,523,583	)		(558,837	)		$(6,606,776	)
Class B		(114	)		(1,187	)		—			—			(61,609	)		(770,884	)		(100,921	)		(1,184,087	)
Class C		(33	)		(341	)		(1	)		(15	)		(238,650	)		(2,927,643	)		(211,804	)		(2,483,546	)
Class I		—			—			—			—			(32,297	)		(410,010	)		(12,827	)		(151,053	)
Class R1		—			—			—			—			(94,866	)		(1,176,774	)		(272,782	)		(3,175,867	)
Class R2		(24,132	)		(247,333	)		—			—			(706,901	)		(8,760,436	)		(2,231,550	)		(26,186,109	)
Class R3		(21,213	)		(220,609	)		(334	)		(3,490	)		(919,841	)		(11,635,358	)		(818,791	)		(9,705,724	)
Class R4		(216,262	)		(2,248,845	)		(99,613	)		(1,024,493	)		(720,230	)		(9,090,974	)		(667,445	)		(8,066,274	)
		(265,907	)		$(2,761,232	)		(99,948	)		$(1,027,998	)		(3,217,767	)		$(40,295,662	)		(4,874,957	)		$(57,559,436	)
Net change
Class A		61,540			$641,093			21,148			$213,301			35,405			$485,556			313,444			$3,707,636
Class B		2,368			24,758			10,056			100,562			1,043			9,111			38,405			449,416
Class C		22,844			237,158			10,134			101,364			9,390			110,835			275,323			3,165,446
Class I		—			—			10,070			100,699			(19,938	)		(254,051	)		53,152			630,769
Class R1		—			—			10,053			100,537			(27,977	)		(345,967	)		(100,683	)		(1,168,375	)
Class R2		79,802			835,734			10,062			100,617			131,908			1,689,236			(585,975	)		(6,836,214	)
Class R3		147,663			1,528,721			170,546			1,750,503			67,149			743,133			1,249,029			14,876,928
Class R4		555,478			5,779,150			2,618,640			26,764,952			1,309,371			16,417,991			8,590,467			103,540,200
		869,695			$9,046,614			2,860,709			$29,232,535			1,506,351			$18,855,844			9,833,162			$118,365,806

109

Notes to Financial Statements (unaudited) – continued

	MFS Lifetime 2025 Fund												MFS Lifetime 2030 Fund
	Six months ended 10/31/13						Period ended 4/30/13 (c)						Six months ended 10/31/13						Year ended 4/30/13
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold
Class A		250,286			$2,785,116			51,057			$523,561			503,362			$6,509,008			691,345			$7,945,437
Class B		17,893			196,589			31,648			324,798			60,452			764,517			144,633			1,609,210
Class C		42,639			474,612			15,706			160,210			208,677			2,622,751			284,757			3,206,067
Class I		19,611			221,446			10,000			100,001			66,364			844,041			249,840			2,900,065
Class R1		—			—			10,000			100,000			95,116			1,212,917			231,343			2,643,066
Class R2		102,450			1,140,298			11,040			111,178			943,150			12,005,338			1,528,713			17,350,065
Class R3		415,076			4,584,524			285,441			3,010,091			1,336,525			17,271,046			1,184,110			13,705,291
Class R4		1,285,310			14,260,223			3,874,752			40,624,890			2,309,769			29,622,490			6,826,778			79,938,983
		2,133,265			$23,662,808			4,289,644			$44,954,729			5,523,415			$70,852,108			11,141,519			$129,298,184
Shares issued to shareholders in reinvestment of distributions
Class A		—			$—			103			$1,029			—			$—			24,534			$280,177
Class B		—			—			82			821			—			—			3,523			39,883
Class C		—			—			82			821			—			—			3,007			33,923
Class I		—			—			98			982			—			—			6,440			73,864
Class R1		—			—			82			821			—			—			4,700			53,253
Class R2		—			—			90			902			—			—			52,144			591,309
Class R3		—			—			94			942			—			—			32,464			370,086
Class R4		—			—			98			982			—			—			53,298			610,261
		—			$—			729			$7,300			—			$—			180,110			$2,052,756
Shares reacquired
Class A		(3,722	)		$(40,520	)		(16,139	)		$(159,146	)		(169,834	)		$(2,171,985	)		(275,083	)		$(3,146,344	)
Class B		(3,565	)		(38,767	)		(17	)		(185	)		(23,867	)		(302,723	)		(44,435	)		(501,978	)
Class C		(115	)		(1,288	)		(8	)		(83	)		(78,925	)		(984,461	)		(188,971	)		(2,124,433	)
Class I		—			—			—			—			(35,735	)		(453,375	)		(132,352	)		(1,499,284	)
Class R1		—			—			—			—			(74,766	)		(955,258	)		(158,002	)		(1,787,924	)
Class R2		(34,349	)		(377,711	)		—			—			(551,558	)		(7,005,093	)		(1,776,306	)		(20,039,968	)
Class R3		(24,183	)		(266,943	)		(3,183	)		(33,792	)		(350,954	)		(4,549,693	)		(626,143	)		(7,144,435	)
Class R4		(251,067	)		(2,769,579	)		(143,424	)		(1,528,880	)		(552,220	)		(7,097,358	)		(535,287	)		(6,330,958	)
		(317,001	)		$(3,494,808	)		(162,771	)		$(1,722,086	)		(1,837,859	)		$(23,519,946	)		(3,736,579	)		$(42,575,324	)
Net change
Class A		246,564			$2,744,596			35,021			$365,444			333,528			$4,337,023			440,796			$5,079,270
Class B		14,328			157,822			31,713			325,434			36,585			461,794			103,721			1,147,115
Class C		42,524			473,324			15,780			160,948			129,752			1,638,290			98,793			1,115,557
Class I		19,611			221,446			10,098			100,983			30,629			390,666			123,928			1,474,645
Class R1		—			—			10,082			100,821			20,350			257,659			78,041			908,395
Class R2		68,101			762,587			11,130			112,080			391,592			5,000,245			(195,449	)		(2,098,594	)
Class R3		390,893			4,317,581			282,352			2,977,241			985,571			12,721,353			590,431			6,930,942
Class R4		1,034,243			11,490,644			3,731,426			39,096,992			1,757,549			22,525,132			6,344,789			74,218,286
		1,816,264			$20,168,000			4,127,602			$43,239,943			3,685,556			$47,332,162			7,585,050			$88,775,616

110

Notes to Financial Statements (unaudited) – continued

	MFS Lifetime 2035 Fund												MFS Lifetime 2040 Fund
	Six months ended 10/31/13						Period ended 4/30/13 (c)						Six months ended 10/31/13						Year ended 4/30/13
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold
Class A		278,415			$3,180,294			60,353			$625,092			406,493			$5,252,027			418,757			$4,768,740
Class B		9,576			107,568			16,772			172,694			22,701			289,815			72,885			809,677
Class C		29,034			336,318			12,242			124,297			120,220			1,522,715			234,216			2,603,055
Class I		81,145			906,521			10,000			100,002			65,414			858,556			99,428			1,143,977
Class R1		—			—			10,000			100,000			105,783			1,350,376			187,427			2,085,310
Class R2		173,786			2,006,671			28,796			304,366			806,974			10,335,319			1,474,557			16,490,336
Class R3		198,455			2,271,924			225,784			2,409,605			611,001			7,901,899			902,716			10,460,647
Class R4		973,929			11,183,904			2,300,504			24,418,184			1,551,659			20,112,136			6,518,262			75,748,670
		1,744,340			$19,993,200			2,664,451			$28,254,240			3,690,245			$47,622,843			9,908,248			$114,110,412
Shares issued to shareholders in reinvestment of distributions
Class A		—			$—			242			$2,428			—			$—			13,148			$148,439
Class B		—			—			94			949			—			—			1,245			13,998
Class C		—			—			94			949			—			—			1,906			21,216
Class I		—			—			111			1,112			—			—			5,500			62,423
Class R1		—			—			94			949			—			—			2,115			23,598
Class R2		—			—			103			1,030			—			—			29,646			332,921
Class R3		—			—			107			1,071			—			—			11,723			132,349
Class R4		—			—			111			1,112			—			—			47,410			537,629
		—			$—			956			$9,600			—			$—			112,693			$1,272,573
Shares reacquired
Class A		(75,752	)		$(873,863	)		(30	)		$(323	)		(148,156	)		$(1,894,300	)		(213,269	)		$(2,387,906	)
Class B		(2,570	)		(27,474	)		(13	)		(142	)		(17,894	)		(228,764	)		(31,850	)		(359,586	)
Class C		(2,309	)		(26,091	)		(5	)		(53	)		(98,226	)		(1,222,716	)		(105,790	)		(1,176,019	)
Class I		(86	)		(1,016	)		—			—			(12,405	)		(161,831	)		(12,599	)		(138,559	)
Class R1		—			—			—			—			(51,995	)		(652,165	)		(202,397	)		(2,262,021	)
Class R2		(24,975	)		(281,975	)		—			—			(656,265	)		(8,397,804	)		(2,042,016	)		(22,378,651	)
Class R3		(20,334	)		(234,239	)		(6,506	)		(71,319	)		(321,444	)		(4,190,824	)		(270,826	)		(3,063,225	)
Class R4		(86,061	)		(990,673	)		(38,915	)		(420,737	)		(614,370	)		(7,945,841	)		(481,938	)		(5,645,861	)
		(212,087	)		$(2,435,331	)		(45,469	)		$(492,574	)		(1,920,755	)		$(24,694,245	)		(3,360,685	)		$(37,411,828	)
Net change
Class A		202,663			$2,306,431			60,565			$627,197			258,337			$3,357,727			218,636			$2,529,273
Class B		7,006			80,094			16,853			173,501			4,807			61,051			42,280			464,089
Class C		26,725			310,227			12,331			125,193			21,994			299,999			130,332			1,448,252
Class I		81,059			905,505			10,111			101,114			53,009			696,725			92,329			1,067,841
Class R1		—			—			10,094			100,949			53,788			698,211			(12,855	)		(153,113	)
Class R2		148,811			1,724,696			28,899			305,396			150,709			1,937,515			(537,813	)		(5,555,394	)
Class R3		178,121			2,037,685			219,385			2,339,357			289,557			3,711,075			643,613			7,529,771
Class R4		887,868			10,193,231			2,261,700			23,998,559			937,289			12,166,295			6,083,734			70,640,438
		1,532,253			$17,557,869			2,619,938			$27,771,266			1,769,490			$22,928,598			6,660,256			$77,971,157

111

Notes to Financial Statements (unaudited) – continued

	MFS Lifetime 2045 Fund												MFS Lifetime 2050 Fund
	Six months ended 10/31/13						Period ended 4/30/13 (c)						Six months ended 10/31/13						Year ended 4/30/13
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold
Class A		47,157			$545,258			18,630			$191,190			118,874			$1,660,889			100,257			$1,235,940
Class B		8,539			96,057			12,781			129,177			5,602			77,028			9,488			115,636
Class C		4,605			53,577			17,654			178,692			16,414			226,498			17,686			213,155
Class I		3,339			38,511			10,000			100,001			11,967			166,741			19,574			244,849
Class R1		—			—			10,000			100,000			6,683			91,617			11,293			135,482
Class R2		39,637			462,093			10,000			100,000			138,785			1,914,662			185,829			2,242,337
Class R3		128,612			1,482,983			134,325			1,435,044			110,507			1,529,671			161,272			1,989,746
Class R4		671,729			7,740,907			1,113,640			11,855,379			904,972			12,554,802			1,680,894			20,835,773
		903,618			$10,419,386			1,327,030			$14,089,483			1,313,804			$18,221,908			2,186,293			$27,012,918
Shares issued to shareholders in reinvestment of distributions
Class A		—			$—			99			$997			—			$—			1,031			$12,530
Class B		—			—			96			964			—			—			132			1,595
Class C		—			—			148			1,484			—			—			139			1,669
Class I		—			—			103			1,038			—			—			364			4,408
Class R1		—			—			87			874			—			—			102			1,232
Class R2		—			—			95			956			—			—			1,725			20,817
Class R3		—			—			99			997			—			—			1,046			12,654
Class R4		—			—			103			1,038			—			—			10,243			123,936
		—			$—			830			$8,348			—			$—			14,782			$178,841
Shares reacquired
Class A		(580	)		$(6,781	)		(19	)		$(213	)		(26,679	)		$(374,222	)		(14,361	)		$(179,624	)
Class B		(7	)		(75	)		—			—			(1,478	)		(21,196	)		(4,255	)		(54,781	)
Class C		—			—			(5	)		(50	)		(1,486	)		(20,227	)		(5,528	)		(70,952	)
Class I		—			—			—			—			(2,078	)		(30,005	)		(10,844	)		(129,477	)
Class R1		—			—			—			—			(810	)		(11,007	)		(8,188	)		(105,017	)
Class R2		(1,454	)		(16,763	)		—			—			(65,995	)		(913,502	)		(80,522	)		(970,923	)
Class R3		(22,231	)		(255,281	)		(21,809	)		(239,212	)		(51,482	)		(707,043	)		(10,723	)		(126,971	)
Class R4		(97,199	)		(1,114,466	)		(13,976	)		(152,357	)		(244,649	)		(3,393,621	)		(236,661	)		(2,970,801	)
		(121,471	)		$(1,393,366	)		(35,809	)		$(391,832	)		(394,657	)		$(5,470,823	)		(371,082	)		$(4,608,546	)
Net change
Class A		46,577			$538,477			18,710			$191,974			92,195			$1,286,667			86,927			$1,068,846
Class B		8,532			95,982			12,877			130,141			4,124			55,832			5,365			62,450
Class C		4,605			53,577			17,797			180,126			14,928			206,271			12,297			143,872
Class I		3,339			38,511			10,103			101,039			9,889			136,736			9,094			119,780
Class R1		—			—			10,087			100,874			5,873			80,610			3,207			31,697
Class R2		38,183			445,330			10,095			100,956			72,790			1,001,160			107,032			1,292,231
Class R3		106,381			1,227,702			112,615			1,196,829			59,025			822,628			151,595			1,875,429
Class R4		574,530			6,626,441			1,099,767			11,704,060			660,323			9,161,181			1,454,476			17,988,908
		782,147			$9,026,020			1,292,051			$13,705,999			919,147			$12,751,085			1,829,993			$22,583,213

112

Notes to Financial Statements (unaudited) – continued

	MFS Lifetime 2055 Fund
	Six months ended 10/31/13						Period ended 4/30/13 (c)
	Shares			Amount			Shares			Amount
Shares sold
Class A		8,443			$98,188			12,765			$129,745
Class B		35			400			10,000			100,000
Class C		5,746			66,192			11,514			116,318
Class I		2,468			29,496			10,000			100,000
Class R1		—			—			10,000			100,000
Class R2		2,151			25,062			10,000			100,000
Class R3		33,519			385,837			21,566			223,714
Class R4		60,558			699,036			13,127			133,896
		112,920			$1,304,211			98,972			$1,003,673
Shares issued to shareholders in reinvestment of distributions
Class A		—			$—			108			$1,084
Class B		—			—			96			962
Class C		—			—			96			962
Class I		—			—			112			1,125
Class R1		—			—			96			962
Class R2		—			—			104			1,044
Class R3		—			—			108			1,085
Class R4		—			—			112			1,126
		—			$—			832			$8,350
Shares reacquired
Class A		(204	)		$(2,411	)		(25	)		$(275	)
Class B		(2	)		(25	)		—			—
Class C		(2	)		(25	)		(2	)		(25	)
Class R2		(592	)		(6,908	)		—			—
Class R3		(3,639	)		(42,174	)		(167	)		(1,815	)
Class R4		(9,686	)		(110,868	)		—			—
		(14,125	)		$(162,411	)		(194	)		$(2,115	)
Net change
Class A		8,239			$95,777			12,848			$130,554
Class B		33			375			10,096			100,962
Class C		5,744			66,167			11,608			117,255
Class I		2,468			29,496			10,112			101,125
Class R1		—			—			10,096			100,962
Class R2		1,559			18,154			10,104			101,044
Class R3		29,880			343,663			21,507			222,984
Class R4		50,872			588,168			13,239			135,022
		98,795			$1,141,800			99,610			$1,009,908

(c) For the period from the commencement of the fund’s investment operations, November 2, 2012, through the stated period end.

113

Notes to Financial Statements (unaudited) – continued

(6) Line of Credit

Each fund and certain other funds managed by MFS participate in a $1.1 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Federal Reserve funds rate or one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, each fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Federal Reserve funds rate plus an agreed upon spread. For the six months ended October 31, 2013, each fund’s commitment fee and interest expense were equal to the following and are included in “Miscellaneous” expense in the Statements of Operations.

	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2015 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2025 Fund		MFS Lifetime 2030 Fund
Commitment Fee		$655		$230		$81		$657		$111		$539
Interest Expense		—		—		—		—		—		—
	MFS Lifetime 2035 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2045 Fund		MFS Lifetime 2050 Fund		MFS Lifetime 2055 Fund
Commitment Fee		$69		$422		$36		$70		$6
Interest Expense		—		—		—		—		—

(7) Transactions in Underlying Affiliated Funds - Affiliated Issuers

An affiliated issuer may be considered one in which each fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, each fund assumes the following to be affiliated issuers:

	Lifetime Retirement Income Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Absolute Return Fund		570,707		103,805		(16,656)		657,856
MFS Commodity Strategy Fund		310,942		87,116		(27,510)		370,548
MFS Emerging Markets Debt Fund		173,019		45,523		(5,183)		213,359
MFS Global Bond Fund		1,346,966		339,284		(41,499)		1,644,751
MFS Global Real Estate Fund		170,262		52,584		(17,302)		205,544
MFS Government Securities Fund		2,676,793		543,401		(58,640)		3,161,554
MFS Growth Fund		201,535		15,256		(19,239)		197,552
MFS High Income Fund		2,305,973		428,965		(66,120)		2,668,818
MFS Inflation-Adjusted Bond Fund		2,434,386		637,583		(64,201)		3,007,768
MFS Institutional Money Market Portfolio		5		7,608,857		(7,608,855)		7
MFS International Growth Fund		106,633		14,767		(8,356)		113,044
MFS International Value Fund		91,613		10,612		(7,499)		94,726
MFS Limited Maturity Fund		9,133,504		1,658,498		(287,620)		10,504,382
MFS Mid Cap Growth Fund		739,395		48,871		(65,510)		722,756
MFS Mid Cap Value Fund		488,120		37,219		(42,061)		483,278
MFS New Discovery Fund		113,554		7,938		(13,674)		107,818
MFS New Discovery Value Fund		242,480		17,065		(25,486)		234,059
MFS Research Bond Fund		5,517,871		1,098,471		(114,728)		6,501,614
MFS Research Fund		353,621		35,253		(29,541)		359,333
MFS Research International Fund		517,353		68,252		(49,741)		535,864
MFS Value Fund		388,289		44,092		(30,630)		401,751
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(6,777)		$—		$31,806		$6,361,471
MFS Commodity Strategy Fund		(43,312)		—		—		3,138,542
MFS Emerging Markets Debt Fund		(7,025)		—		73,674		3,198,257
MFS Global Bond Fund		(30,714)		—		227,559		15,855,402
MFS Global Real Estate Fund		(8,358)		32,808		29,377		3,159,210
MFS Government Securities Fund		(31,324)		89,539		360,110		31,868,469
MFS Growth Fund		50,092		—		—		12,846,826

114

Notes to Financial Statements (unaudited) – continued

	Lifetime Retirement Income Fund – continued
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS High Income Fund		$(5,431)		$—		$271,828		$9,607,744
MFS Inflation-Adjusted Bond Fund		(66,356)		—		201,970		31,822,187
MFS Institutional Money Market Portfolio		—		—		27		7
MFS International Growth Fund		4,678		—		—		3,173,141
MFS International Value Fund		7,123		—		—		3,197,011
MFS Limited Maturity Fund		(43,876)		—		569,084		63,656,554
MFS Mid Cap Growth Fund		34,413		—		—		9,562,058
MFS Mid Cap Value Fund		32,569		—		—		9,636,569
MFS New Discovery Fund		15,972		—		—		3,167,702
MFS New Discovery Value Fund		14,176		18,503		386		3,199,585
MFS Research Bond Fund		(50,193)		—		1,026,602		70,217,433
MFS Research Fund		32,027		—		—		12,806,641
MFS Research International Fund		27,910		—		—		9,533,013
MFS Value Fund		27,850		—		113,220		12,856,036
		$(46,556)		$140,850		$2,905,643		$318,863,858
	Lifetime 2010 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Absolute Return Fund		211,869		31,649		(13,711)		229,807
MFS Commodity Strategy Fund		114,543		28,959		(13,357)		130,145
MFS Emerging Markets Debt Fund		64,264		15,603		(5,503)		74,364
MFS Global Bond Fund		500,520		113,795		(39,969)		574,346
MFS Global Real Estate Fund		63,012		18,871		(10,057)		71,826
MFS Government Securities Fund		994,158		173,968		(64,357)		1,103,769
MFS Growth Fund		74,642		7,501		(13,979)		68,164
MFS High Income Fund		855,895		148,031		(74,121)		929,805
MFS Inflation-Adjusted Bond Fund		904,591		207,049		(62,409)		1,049,231
MFS Institutional Money Market Portfolio		48,427		15,218,354		(15,111,460)		155,321
MFS International Growth Fund		39,413		5,663		(5,769)		39,307
MFS International Value Fund		33,828		3,604		(4,611)		32,821
MFS Limited Maturity Fund		3,391,606		532,885		(255,130)		3,669,361
MFS Mid Cap Growth Fund		273,825		27,130		(49,291)		251,664
MFS Mid Cap Value Fund		180,034		20,202		(33,230)		167,006
MFS New Discovery Fund		41,855		4,682		(8,795)		37,742
MFS New Discovery Value Fund		89,366		10,648		(18,989)		81,025
MFS Research Bond Fund		2,049,581		345,140		(126,994)		2,267,727
MFS Research Fund		130,757		14,953		(21,421)		124,289
MFS Research International Fund		191,004		22,497		(27,181)		186,320
MFS Value Fund		143,749		20,630		(25,906)		138,473
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(5,447)		$—		$11,262		$2,222,182
MFS Commodity Strategy Fund		(17,316)		—		—		1,102,378
MFS Emerging Markets Debt Fund		(6,626)		—		26,260		1,114,717
MFS Global Bond Fund		(17,853)		—		81,506		5,536,694
MFS Global Real Estate Fund		482		11,613		10,272		1,103,962
MFS Government Securities Fund		(27,024)		32,501		128,690		11,125,990
MFS Growth Fund		47,461		—		—		4,432,719
MFS High Income Fund		(3,663)		—		97,257		3,347,299
MFS Inflation-Adjusted Bond Fund		(52,029)		—		71,992		11,100,868
MFS Institutional Money Market Portfolio		—		—		74		155,321
MFS International Growth Fund		4,387		—		—		1,103,359
MFS International Value Fund		7,298		—		—		1,107,696

115

Notes to Financial Statements (unaudited) – continued

	Lifetime 2010 Fund – continued
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Limited Maturity Fund		$(34,701)		$—		$203,667		$22,236,329
MFS Mid Cap Growth Fund		29,190		—		—		3,329,520
MFS Mid Cap Value Fund		35,426		—		—		3,330,109
MFS New Discovery Fund		14,396		—		—		1,108,850
MFS New Discovery Value Fund		12,529		6,774		142		1,107,607
MFS Research Bond Fund		(45,359)		—		366,998		24,491,452
MFS Research Fund		38,831		—		—		4,429,642
MFS Research International Fund		17,373		—		—		3,314,626
MFS Value Fund		40,301		—		40,015		4,431,145
		$37,656		$50,888		$1,038,135		$111,232,465
	Lifetime 2015 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Absolute Return Fund		60,690		25,106		(3,988)		81,808
MFS Commodity Strategy Fund		33,184		16,575		(3,851)		45,908
MFS Emerging Markets Debt Fund		36,443		13,649		(2,729)		47,363
MFS Global Bond Fund		143,656		68,824		(7,795)		204,685
MFS Global Real Estate Fund		18,383		8,957		(1,551)		25,789
MFS Government Securities Fund		284,281		126,749		(17,765)		393,265
MFS Growth Fund		26,831		6,816		(4,202)		29,445
MFS High Income Fund		326,058		118,292		(25,679)		418,671
MFS Inflation-Adjusted Bond Fund		259,344		125,749		(10,867)		374,226
MFS Institutional Money Market Portfolio		19		9,335,629		(9,335,644)		4
MFS International Growth Fund		17,084		4,603		(2,078)		19,609
MFS International Value Fund		14,701		3,588		(1,849)		16,440
MFS Limited Maturity Fund		732,671		362,778		(42,982)		1,052,467
MFS Mid Cap Growth Fund		92,208		23,778		(14,195)		101,791
MFS Mid Cap Value Fund		61,005		16,984		(9,730)		68,259
MFS New Discovery Fund		12,209		3,305		(2,129)		13,385
MFS New Discovery Value Fund		26,046		7,489		(4,296)		29,239
MFS Research Bond Fund		521,746		240,656		(24,567)		737,835
MFS Research Fund		47,170		13,417		(6,917)		53,670
MFS Research International Fund		64,816		17,362		(6,616)		75,562
MFS Value Fund		51,841		15,659		(7,514)		59,986
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(352)		$—		$3,598		$791,079
MFS Commodity Strategy Fund		(2,279)		—		—		388,842
MFS Emerging Markets Debt Fund		(3,023)		—		15,646		709,974
MFS Global Bond Fund		(2,246)		—		27,973		1,973,162
MFS Global Real Estate Fund		82		3,305		3,516		396,384
MFS Government Securities Fund		(5,974)		9,406		40,999		3,964,114
MFS Growth Fund		8,620		—		—		1,914,785
MFS High Income Fund		(1,467)		—		39,913		1,507,214
MFS Inflation-Adjusted Bond Fund		(8,939)		—		23,099		3,959,315
MFS Institutional Money Market Portfolio		—		—		37		4
MFS International Growth Fund		1,093		—		—		550,426
MFS International Value Fund		2,387		—		—		554,850
MFS Limited Maturity Fund		(2,410)		—		50,382		6,377,950
MFS Mid Cap Growth Fund		5,674		—		—		1,346,700
MFS Mid Cap Value Fund		7,829		—		—		1,361,077
MFS New Discovery Fund		2,717		—		—		393,255

116

Notes to Financial Statements (unaudited) – continued

	Lifetime 2015 Fund – continued
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS New Discovery Value Fund		$2,106		$1,968		$41		$399,697
MFS Research Bond Fund		(9,005)		—		105,441		7,968,620
MFS Research Fund		9,680		—		—		1,912,790
MFS Research International Fund		3,285		—		—		1,344,247
MFS Value Fund		9,189		—		15,550		1,919,546
		$16,967		$14,679		$326,195		$39,734,031
	Lifetime 2020 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Absolute Return Fund		445,142		95,086		(9,240)		530,988
MFS Commodity Strategy Fund		632,946		96,331		(69,865)		659,412
MFS Emerging Markets Debt Fund		536,124		137,872		(29,933)		644,063
MFS Global Bond Fund		1,393,468		315,538		(55,640)		1,653,366
MFS Global Real Estate Fund		262,157		63,880		(39,447)		286,590
MFS Government Securities Fund		2,761,903		528,727		(120,438)		3,170,192
MFS Growth Fund		362,699		20,752		(47,650)		335,801
MFS High Income Fund		3,970,940		663,062		(161,706)		4,472,296
MFS Inflation-Adjusted Bond Fund		1,901,135		583,892		(53,329)		2,431,698
MFS Institutional Money Market Portfolio		9		23,388,433		(23,388,438)		4
MFS International Growth Fund		273,977		25,055		(27,778)		271,254
MFS International New Discovery Fund		53,201		1,133		(11,333)		43,001
MFS International Value Fund		235,895		16,324		(24,916)		227,303
MFS Limited Maturity Fund		2,409,875		821,713		(15,731)		3,215,857
MFS Mid Cap Growth Fund		1,390,337		54,939		(195,425)		1,249,851
MFS Mid Cap Value Fund		918,129		40,438		(121,340)		837,227
MFS New Discovery Fund		145,670		10,944		(27,634)		128,980
MFS New Discovery Value Fund		311,297		19,854		(50,350)		280,801
MFS Research Bond Fund		3,772,132		788,150		(95,097)		4,465,185
MFS Research Fund		637,202		43,197		(68,186)		612,213
MFS Research International Fund		886,911		63,928		(93,826)		857,013
MFS Value Fund		700,684		57,499		(73,813)		684,370
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(3,755)		$—		$25,071		$5,134,661
MFS Commodity Strategy Fund		(93,686)		—		—		5,585,218
MFS Emerging Markets Debt Fund		(39,723)		—		223,168		9,654,497
MFS Global Bond Fund		(38,338)		—		230,701		15,938,450
MFS Global Real Estate Fund		4,257		47,162		42,485		4,404,884
MFS Government Securities Fund		(59,684)		90,884		363,963		31,955,533
MFS Growth Fund		173,170		—		—		21,837,166
MFS High Income Fund		(12,269)		—		458,660		16,100,265
MFS Inflation-Adjusted Bond Fund		(52,703)		—		159,517		25,727,362
MFS Institutional Money Market Portfolio		—		—		78		4
MFS International Growth Fund		25,743		—		—		7,614,103
MFS International New Discovery Fund		22,370		—		—		1,241,855
MFS International Value Fund		39,021		—		—		7,671,464
MFS Limited Maturity Fund		(2,326)		—		161,344		19,488,092
MFS Mid Cap Growth Fund		145,254		—		—		16,535,523
MFS Mid Cap Value Fund		128,138		—		—		16,694,311
MFS New Discovery Fund		47,360		—		—		3,789,423
MFS New Discovery Value Fund		33,246		23,683		494		3,838,550
MFS Research Bond Fund		(39,092)		—		699,152		48,224,001

117

Notes to Financial Statements (unaudited) – continued

	Lifetime 2020 Fund – continued
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Research Fund		$113,484		$—		$—		$21,819,276
MFS Research International Fund		83,900		—		—		15,246,257
MFS Value Fund		106,944		—		196,428		21,899,854
		$581,311		$161,729		$2,561,061		$320,400,749
	Lifetime 2025 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Absolute Return Fund		45,389		28,886		(3,442)		70,833
MFS Commodity Strategy Fund		171,806		126,762		(27,279)		271,289
MFS Emerging Markets Debt Fund		82,421		59,679		(4,761)		137,339
MFS Emerging Markets Equity Fund		6,617		2,667		(1,227)		8,057
MFS Global Bond Fund		193,123		139,376		(6,375)		326,124
MFS Global Real Estate Fund		67,394		42,967		(4,996)		105,365
MFS Government Securities Fund		217,381		209,300		(8,678)		418,003
MFS Growth Fund		75,787		26,659		(5,761)		96,685
MFS High Income Fund		611,851		381,248		(36,493)		956,606
MFS Inflation-Adjusted Bond Fund		193,549		140,025		(10,042)		323,532
MFS Institutional Money Market Portfolio		27		19,028,117		(19,028,132)		12
MFS International Growth Fund		67,683		27,892		(4,101)		91,474
MFS International New Discovery Fund		25,068		9,325		(1,702)		32,691
MFS International Value Fund		58,376		21,953		(3,847)		76,482
MFS Mid Cap Growth Fund		313,033		110,622		(22,335)		401,320
MFS Mid Cap Value Fund		206,409		73,732		(12,006)		268,135
MFS New Discovery Fund		31,526		11,581		(3,951)		39,156
MFS New Discovery Value Fund		67,186		23,870		(6,219)		84,837
MFS Research Bond Fund		303,197		251,644		(13,066)		541,775
MFS Research Fund		112,491		46,884		(5,600)		153,775
MFS Research International Fund		178,794		75,693		(9,858)		244,629
MFS Value Fund		146,452		60,621		(10,074)		196,999
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(340)		$—		$2,942		$684,959
MFS Commodity Strategy Fund		(12,682)		—		—		2,297,817
MFS Emerging Markets Debt Fund		(6,718)		—		40,808		2,058,717
MFS Emerging Markets Equity Fund		(2,260)		—		—		264,663
MFS Global Bond Fund		(1,652)		—		42,286		3,143,838
MFS Global Real Estate Fund		(4,244)		12,692		13,946		1,619,457
MFS Government Securities Fund		(3,452)		7,645		38,016		4,213,468
MFS Growth Fund		6,618		—		—		6,287,431
MFS High Income Fund		(4,171)		—		83,750		3,443,782
MFS Inflation-Adjusted Bond Fund		(9,075)		—		18,876		3,422,972
MFS Institutional Money Market Portfolio		—		—		79		12
MFS International Growth Fund		1,976		—		—		2,567,676
MFS International New Discovery Fund		445		—		—		944,122
MFS International Value Fund		802		—		—		2,581,269
MFS Mid Cap Growth Fund		6,016		—		—		5,309,457
MFS Mid Cap Value Fund		7,186		—		—		5,346,617
MFS New Discovery Fund		5,187		—		—		1,150,396
MFS New Discovery Value Fund		2,729		5,229		109		1,159,726
MFS Research Bond Fund		(5,556)		—		70,353		5,851,171
MFS Research Fund		5,183		—		—		5,480,531
MFS Research International Fund		2,285		—		—		4,351,949
MFS Value Fund		8,108		—		47,733		6,303,958
		$(3,615)		$25,566		$358,898		$68,483,988

118

Notes to Financial Statements (unaudited) – continued

	Lifetime 2030 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Absolute Return Fund		177,847		75,107		(2,056)		250,898
MFS Commodity Strategy Fund		1,085,234		453,431		(65,770)		1,472,895
MFS Emerging Markets Debt Fund		323,924		171,194		(7,296)		487,822
MFS Emerging Markets Equity Fund		87,583		26,472		(4,997)		109,058
MFS Global Bond Fund		673,027		344,985		(13,509)		1,004,503
MFS Global Real Estate Fund		495,349		192,046		(30,106)		657,289
MFS Growth Fund		468,371		65,069		(14,430)		519,010
MFS High Income Fund		2,402,041		1,017,864		(28,036)		3,391,869
MFS Inflation-Adjusted Bond Fund		882,819		417,106		(15,927)		1,283,998
MFS Institutional Money Market Portfolio		8		31,307,750		(31,307,731)		27
MFS International Growth Fund		483,600		103,829		(12,778)		574,651
MFS International New Discovery Fund		217,513		36,849		(6,601)		247,761
MFS International Value Fund		417,587		75,528		(12,669)		480,446
MFS Mid Cap Growth Fund		1,885,752		253,080		(50,029)		2,088,803
MFS Mid Cap Value Fund		1,243,250		194,189		(41,951)		1,395,488
MFS New Discovery Fund		199,052		29,363		(15,018)		213,397
MFS New Discovery Value Fund		425,011		63,183		(26,790)		461,404
MFS Research Bond Fund		596,948		224,313		(10,600)		810,661
MFS Research Fund		585,330		106,983		(15,389)		676,924
MFS Research International Fund		1,033,606		207,463		(28,737)		1,212,332
MFS Value Fund		904,441		183,553		(30,288)		1,057,706
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(783)		$—		$10,970		$2,426,180
MFS Commodity Strategy Fund		(90,902)		—		—		12,475,418
MFS Emerging Markets Debt Fund		(10,097)		—		151,262		7,312,446
MFS Emerging Markets Equity Fund		(7,847)		—		—		3,582,548
MFS Global Bond Fund		(3,566)		—		128,503		9,683,406
MFS Global Real Estate Fund		(7,436)		91,821		89,518		10,102,530
MFS Growth Fund		26,337		—		—		33,751,214
MFS High Income Fund		(3,705)		—		310,717		12,210,728
MFS Inflation-Adjusted Bond Fund		(15,062)		—		79,245		13,584,697
MFS Institutional Money Market Portfolio		—		—		116		27
MFS International Growth Fund		4,560		—		—		16,130,448
MFS International New Discovery Fund		2,218		—		—		7,155,324
MFS International Value Fund		12,467		—		—		16,215,068
MFS Mid Cap Growth Fund		15,657		—		—		27,634,868
MFS Mid Cap Value Fund		32,448		—		—		27,826,040
MFS New Discovery Fund		18,560		—		—		6,269,603
MFS New Discovery Value Fund		11,696		33,373		696		6,307,399
MFS Research Bond Fund		(4,060)		—		118,392		8,755,143
MFS Research Fund		18,548		—		—		24,125,568
MFS Research International Fund		4,567		—		—		21,567,393
MFS Value Fund		34,694		—		275,912		33,846,600
		$38,294		$125,194		$1,165,331		$300,962,648
	Lifetime 2035 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Absolute Return Fund		7,559		8,514		(154)		15,919
MFS Commodity Strategy Fund		151,523		142,018		(17,524)		276,017
MFS Emerging Markets Debt Fund		13,757		17,753		(688)		30,822
MFS Emerging Markets Equity Fund		15,219		12,485		(2,010)		25,694
MFS Global Bond Fund		28,535		36,868		(1,585)		63,818

119

Notes to Financial Statements (unaudited) – continued

	Lifetime 2035 Fund – continued
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Global Real Estate Fund		78,768		71,697		(8,431)		142,034
MFS Growth Fund		60,841		32,309		(3,442)		89,708
MFS High Income Fund		101,842		116,094		(3,650)		214,286
MFS Inflation-Adjusted Bond Fund		78,689		82,207		(6,602)		154,294
MFS Institutional Money Market Portfolio		182,616		14,780,052		(14,914,994)		47,674
MFS International Growth Fund		70,877		45,974		(3,492)		113,359
MFS International New Discovery Fund		37,767		22,921		(2,276)		58,412
MFS International Value Fund		61,392		36,356		(3,373)		94,375
MFS Mid Cap Growth Fund		246,430		133,943		(15,078)		365,295
MFS Mid Cap Value Fund		162,668		89,719		(9,145)		243,242
MFS New Discovery Fund		27,582		15,200		(2,998)		39,784
MFS New Discovery Value Fund		59,017		31,195		(4,622)		85,590
MFS Research Bond Fund		67,854		59,730		(4,547)		123,037
MFS Research Fund		72,647		42,859		(3,518)		111,988
MFS Research International Fund		137,134		86,018		(7,592)		215,560
MFS Value Fund		117,087		71,491		(5,952)		182,626
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(23)		$—		$587		$153,934
MFS Commodity Strategy Fund		(12,303)		—		—		2,337,861
MFS Emerging Markets Debt Fund		(1,047)		—		8,030		462,020
MFS Emerging Markets Equity Fund		(4,705)		—		—		844,055
MFS Global Bond Fund		(953)		—		7,458		615,207
MFS Global Real Estate Fund		(3,912)		14,615		18,177		2,183,068
MFS Growth Fund		495		—		—		5,833,729
MFS High Income Fund		(510)		—		16,468		771,429
MFS Inflation-Adjusted Bond Fund		(6,003)		—		8,418		1,632,430
MFS Institutional Money Market Portfolio		—		—		56		47,674
MFS International Growth Fund		1,037		—		—		3,181,976
MFS International New Discovery Fund		655		—		—		1,686,942
MFS International Value Fund		469		—		—		3,185,166
MFS Mid Cap Growth Fund		391		—		—		4,832,851
MFS Mid Cap Value Fund		673		—		—		4,850,252
MFS New Discovery Fund		1,295		—		—		1,168,848
MFS New Discovery Value Fund		602		4,626		97		1,170,019
MFS Research Bond Fund		(2,014)		—		15,824		1,328,804
MFS Research Fund		154		—		—		3,991,257
MFS Research International Fund		1,643		—		—		3,834,819
MFS Value Fund		(387)		—		42,081		5,844,035
		$(24,443)		$19,241		$117,196		$49,956,376
	Lifetime 2040 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		997,689		381,904		(70,001)		1,309,592
MFS Emerging Markets Equity Fund		109,886		34,298		(8,258)		135,926
MFS Global Real Estate Fund		557,376		208,070		(44,699)		720,747
MFS Growth Fund		388,965		41,386		(18,980)		411,371
MFS Inflation-Adjusted Bond Fund		393,681		153,975		(19,358)		528,298
MFS Institutional Money Market Portfolio		21		21,432,573		(21,162,723)		269,871
MFS International Growth Fund		482,032		88,876		(17,004)		553,904
MFS International New Discovery Fund		272,881		45,787		(10,489)		308,179
MFS International Value Fund		417,607		64,260		(19,712)		462,155
MFS Mid Cap Growth Fund		1,587,555		170,397		(74,607)		1,683,345
MFS Mid Cap Value Fund		1,048,712		125,548		(50,638)		1,123,622
MFS New Discovery Fund		182,673		24,750		(18,462)		188,961

120

Notes to Financial Statements (unaudited) – continued

	Lifetime 2040 Fund – continued
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS New Discovery Value Fund		390,175		46,128		(28,942)		407,361
MFS Research Bond Fund		405,809		130,375		(16,884)		519,300
MFS Research Fund		455,879		63,259		(18,137)		501,001
MFS Research International Fund		893,098		147,611		(40,609)		1,000,100
MFS Value Fund		752,465		121,680		(35,371)		838,774
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$(92,300)		$—		$—		$11,092,239
MFS Emerging Markets Equity Fund		(20,776)		—		—		4,465,175
MFS Global Real Estate Fund		(14,416)		103,939		98,713		11,077,879
MFS Growth Fund		29,063		—		—		26,751,467
MFS Inflation-Adjusted Bond Fund		(18,120)		—		33,865		5,589,395
MFS Institutional Money Market Portfolio		—		—		96		269,871
MFS International Growth Fund		2,159		—		—		15,548,089
MFS International New Discovery Fund		1,334		—		—		8,900,215
MFS International Value Fund		11,001		—		—		15,597,743
MFS Mid Cap Growth Fund		22,636		—		—		22,270,657
MFS Mid Cap Value Fund		37,182		—		—		22,405,017
MFS New Discovery Fund		23,048		—		—		5,551,684
MFS New Discovery Value Fund		13,014		30,330		633		5,568,618
MFS Research Bond Fund		(6,113)		—		78,186		5,608,443
MFS Research Fund		22,154		—		—		17,855,670
MFS Research International Fund		1,617		—		—		17,791,777
MFS Value Fund		42,900		—		225,276		26,840,760
		$54,383		$134,269		$436,769		$223,184,699
	Lifetime 2045 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		78,474		82,794		(13,242)		148,026
MFS Emerging Markets Equity Fund		8,691		7,794		(1,194)		15,291
MFS Global Real Estate Fund		43,513		42,985		(4,968)		81,530
MFS Growth Fund		30,833		17,823		(2,316)		46,340
MFS Inflation-Adjusted Bond Fund		31,171		31,115		(2,886)		59,400
MFS Institutional Money Market Portfolio		11		8,225,642		(8,204,110)		21,543
MFS International Growth Fund		37,865		26,578		(1,880)		62,563
MFS International New Discovery Fund		21,536		14,460		(1,239)		34,757
MFS International Value Fund		32,520		21,446		(1,881)		52,085
MFS Mid Cap Growth Fund		125,805		73,757		(9,834)		189,728
MFS Mid Cap Value Fund		82,767		50,431		(6,871)		126,327
MFS New Discovery Fund		14,367		9,152		(2,179)		21,340
MFS New Discovery Value Fund		30,835		18,443		(3,365)		45,913
MFS Research Bond Fund		32,063		28,699		(2,376)		58,386
MFS Research Fund		36,069		22,862		(2,563)		56,368
MFS Research International Fund		69,873		48,374		(5,407)		112,840
MFS Value Fund		59,379		39,766		(4,875)		94,270
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$(7,707)		$—		$—		$1,253,782
MFS Emerging Markets Equity Fund		(2,949)		—		—		502,296
MFS Global Real Estate Fund		(4,835)		8,271		10,455		1,253,124
MFS Growth Fund		(602)		—		—		3,013,461
MFS Inflation-Adjusted Bond Fund		(2,796)		—		3,334		628,448
MFS Institutional Money Market Portfolio		—		—		30		21,543
MFS International Growth Fund		(364)		—		—		1,756,130

121

Notes to Financial Statements (unaudited) – continued

	Lifetime 2045 Fund – continued
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS International New Discovery Fund		$(66)		$—		$—		$1,003,776
MFS International Value Fund		(403)		—		—		1,757,863
MFS Mid Cap Growth Fund		(408)		—		—		2,510,099
MFS Mid Cap Value Fund		(215)		—		—		2,518,957
MFS New Discovery Fund		1,055		—		—		626,982
MFS New Discovery Value Fund		260		2,429		51		627,628
MFS Research Bond Fund		(1,091)		—		7,631		630,568
MFS Research Fund		(326)		—		—		2,008,946
MFS Research International Fund		(146)		—		—		2,007,432
MFS Value Fund		(651)		—		22,017		3,016,626
		$(21,244)		$10,700		$43,518		$25,137,661
	Lifetime 2050 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		160,901		122,001		(15,885)		267,017
MFS Emerging Markets Equity Fund		17,595		12,395		(2,447)		27,543
MFS Global Real Estate Fund		88,478		69,374		(10,724)		147,128
MFS Growth Fund		62,714		24,531		(3,771)		83,474
MFS Inflation-Adjusted Bond Fund		63,462		48,747		(5,081)		107,128
MFS Institutional Money Market Portfolio		6		10,674,886		(10,468,209)		206,683
MFS International Growth Fund		77,091		41,129		(5,426)		112,794
MFS International New Discovery Fund		43,766		22,110		(3,219)		62,657
MFS International Value Fund		66,162		32,985		(5,311)		93,836
MFS Mid Cap Growth Fund		255,100		100,612		(13,782)		341,930
MFS Mid Cap Value Fund		167,984		68,052		(9,134)		226,902
MFS New Discovery Fund		29,272		12,102		(2,885)		38,489
MFS New Discovery Value Fund		62,607		24,702		(4,583)		82,726
MFS Research Bond Fund		65,415		44,309		(4,352)		105,372
MFS Research Fund		73,328		31,579		(3,367)		101,540
MFS Research International Fund		142,267		72,907		(11,751)		203,423
MFS Value Fund		120,923		56,129		(7,412)		169,640
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$(21,797)		$—		$—		$2,261,635
MFS Emerging Markets Equity Fund		(5,528)		—		—		907,782
MFS Global Real Estate Fund		(12,162)		17,694		19,160		2,261,358
MFS Growth Fund		2,278		—				5,428,328
MFS Inflation-Adjusted Bond Fund		(5,228)		—		6,256		1,133,416
MFS Institutional Money Market Portfolio		—		—		39		206,683
MFS International Growth Fund		384		—		—		3,166,125
MFS International New Discovery Fund		381		—		—		1,809,522
MFS International Value Fund		1,015		—		—		3,166,970
MFS Mid Cap Growth Fund		1,158		—		—		4,523,733
MFS Mid Cap Value Fund		334		—		—		4,524,423
MFS New Discovery Fund		1,779		—		—		1,130,809
MFS New Discovery Value Fund		429		4,987		105		1,130,869
MFS Research Bond Fund		(1,861)		—		14,349		1,138,019
MFS Research Fund		71		—		—		3,618,875
MFS Research International Fund		1,468		—		—		3,618,898
MFS Value Fund		(98)		—		41,367		5,428,464
		$(37,377)		$22,681		$81,276		$45,455,909

122

Notes to Financial Statements (unaudited) – continued

	Lifetime 2055 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		6,208		9,600		(1,814)		13,994
MFS Emerging Markets Equity Fund		677		949		(181)		1,445
MFS Global Real Estate Fund		3,404		5,086		(784)		7,706
MFS Growth Fund		2,412		2,485		(520)		4,377
MFS Inflation-Adjusted Bond Fund		2,449		3,824		(650)		5,623
MFS Institutional Money Market Portfolio		1		1,063,813		(1,058,029)		5,785
MFS International Growth Fund		2,967		3,517		(573)		5,911
MFS International New Discovery Fund		1,682		1,948		(344)		3,286
MFS International Value Fund		2,549		2,902		(529)		4,922
MFS Mid Cap Growth Fund		9,814		10,182		(2,067)		17,929
MFS Mid Cap Value Fund		6,471		6,844		(1,381)		11,934
MFS New Discovery Fund		1,128		1,173		(284)		2,017
MFS New Discovery Value Fund		2,411		2,474		(547)		4,338
MFS Research Bond Fund		2,517		3,681		(668)		5,530
MFS Research Fund		2,822		3,070		(567)		5,325
MFS Research International Fund		5,478		6,302		(1,114)		10,666
MFS Value Fund		4,653		5,194		(948)		8,899
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$(1,957)		$—		$—		$118,534
MFS Emerging Markets Equity Fund		(394)		—		—		47,460
MFS Global Real Estate Fund		(424)		630		930		118,444
MFS Growth Fund		(99)		—		275		284,653
MFS Inflation-Adjusted Bond Fund		(657)		—		—		59,495
MFS Institutional Money Market Portfolio		—		—		5		5,785
MFS International Growth Fund		(53)		—		—		165,925
MFS International New Discovery Fund		(21)		—		—		94,890
MFS International Value Fund		7		—		—		166,109
MFS Mid Cap Growth Fund		(114)		—		—		237,198
MFS Mid Cap Value Fund		(76)		—		—		237,958
MFS New Discovery Fund		120		—		—		59,251
MFS New Discovery Value Fund		35		182		4		59,296
MFS Research Bond Fund		(275)		—		625		59,722
MFS Research Fund		(119)		—		—		189,796
MFS Research International Fund		(7)		—		—		189,748
MFS Value Fund		(195)		—		1,819		284,756
		$(4,229)		$812		$3,658		$2,379,020

123

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS Lifetime Funds

MFS Lifetime Retirement Income Fund

MFS Lifetime 2010 Fund

MFS Lifetime 2020 Fund

MFS Lifetime 2030 Fund

MFS Lifetime 2040 Fund

MFS Lifetime 2050 Fund

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Funds’ investment advisory agreements with MFS. The Trustees consider matters bearing on the Funds and their advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2013 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreements for the Funds and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Funds’ investment advisory agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Chief Compliance Officer, a full-time senior officer appointed by and reporting to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreements, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreements for the Funds were considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreements and other arrangements with the Funds.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Lipper Inc., an independent third party, on the investment performance of the Funds for various time periods ended December 31, 2012 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Funds’ fees and expenses and the fees and expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information as to whether and to what extent applicable expense waivers and reimbursements are observed for the Funds, (iv) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Funds and the MFS Funds as a whole, and compared to MFS’ institutional business, (v) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vi) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (vii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Funds and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Lipper Inc. was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreements was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Funds and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

MFS Lifetime Retirement Income Fund

Based on information provided by Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2012, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 3rd quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 3rd quintile for the one-year period and the 1st quintile for the five-year period ended December 31, 2012 relative to the Lipper performance universe.

124

Board Review of Investment Advisory Agreement – continued

MFS Lifetime 2010 Fund

Based on information provided by Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2012, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 3rd quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 4th quintile for the one-year period and the 1st quintile for the five-year period ended December 31, 2012 relative to the Lipper performance universe.

MFS Lifetime 2020 Fund

Based on information provided by Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2012, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 1st quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 2nd quintile for the one-year period and the 1st quintile for the five-year period ended December 31, 2012 relative to the Lipper performance universe.

MFS Lifetime 2030 Fund

Based on information provided by Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2012, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 1st quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 1st quintile for the one-year period and the 2nd quintile for the five-year period ended December 31, 2012 relative to the Lipper performance universe.

MFS Lifetime 2040 Fund

Based on information provided by Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2012, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 1st quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 1st quintile for the one-year period and the 2nd quintile for the five-year period ended December 31, 2012 relative to the Lipper performance universe.

MFS Lifetime 2050 Fund

Based on information provided by Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds for the one-year period ended December 31, 2012. The total return performance of the Fund’s Class A shares was in the 1st quintile relative to the other funds in the universe for this one-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The Fund commenced operations on September 15, 2010 and has a limited operating history and performance record; therefore, no performance data for the three- or five-year periods was available.

General

Because of the passage of time, the performance results stated above may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Funds’ performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreements, that they were satisfied with MFS’ responses and efforts relating to investment performance.

125

Board Review of Investment Advisory Agreement – continued

The Trustees considered that MFS does not charge any advisory fees for providing investment advisory services to the Funds, but that the Funds pay their pro rata share of the advisory fees paid by the underlying funds in which they invest (the “Underlying Funds”). The Trustees also considered that MFS currently observes an expense limitation for each Fund, which may not be changed without the Trustees’ approval.

In assessing the reasonableness of the Funds’ expenses, the Trustees considered, among other information, the total expense ratios of the Funds’ Class A shares as a percentage of average daily net assets and the total expense ratios of peer groups of funds based on information provided by Lipper Inc., noting that the Funds’ total expense ratios were expected to be relatively low because, as noted above, the Funds do not bear advisory expenses. The Trustees considered that, according to the Lipper data (which takes into account any expense limitations that were in effect during the Funds’ last fiscal year): (i) the MFS Lifetime Retirement Income Fund’s total expense ratio was approximately at the Lipper expense group median; (ii) the MFS Lifetime 2010 Fund’s total expense ratio was lower than the Lipper expense group median; (iii) the MFS Lifetime 2020 Fund’s total expense ratio was lower than the Lipper expense group median; (iv) the MFS Lifetime 2030 Fund’s total expense ratio was approximately at the Lipper expense group median; (v) the MFS Lifetime 2040 Fund’s total expense ratio was lower than the Lipper expense group median; and (vi) the MFS Lifetime 2050 Fund’s total expense ratio was lower than the Lipper expense group median. Because the Funds do not pay advisory fees, the Trustees did not consider the extent to which economies of scale would be realized due to the Funds’ growth of assets, whether fee levels reflect economies of scale for the Funds’ shareholders, or the fees paid by similar funds to other investment advisers or by similar clients of MFS.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Funds, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Funds and other accounts and products for purposes of estimating profitability.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Funds. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Funds of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Funds by MFS and its affiliates under agreements and plans other than the investment advisory agreements, including any 12b-1 fees the Funds pay to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Funds’ or the Underlying Funds’ behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Funds were satisfactory.

The Trustees also considered benefits to MFS from the use of the Underlying Funds’ portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Funds.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Funds’ investment advisory agreements with MFS should be continued for an additional one-year period, commencing August 1, 2013.

A discussion regarding the Board’s approval of each MFS Lifetime Fund’s Investment Advisory Agreement with MFS is available by clicking on the fund’s name under “Mutual Funds” in the “Products” section of the MFS Web site (mfs.com).

126

BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT

A discussion regarding the Board’s approval of each MFS Lifetime Fund’s Investment Advisory Agreement with MFS is available by clicking on the fund’s name under “Mutual Funds” in the “Products” section of the MFS Web site (mfs.com).

PROXY VOTING POLICIES AND INFORMATION

A general description of the MFS funds’ proxy voting policies and procedures is available without charge, upon request, by calling 1-800-225-2606, by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

Each fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. Each fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of each fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available by visiting the “News & Commentary” section of mfs.com or by clicking on the fund’s name under “Mutual Funds” in the “Products” section of mfs.com.

PROVISION OF FINANCIAL REPORTS AND SUMMARY PROSPECTUSES

Each fund produces financial reports every six months and updates its summary prospectus and prospectus annually. To avoid sending duplicate copies of materials to households, only one copy of each fund’s annual and semiannual report and summary prospectus may be mailed to shareholders having the same last name and residential address on the fund’s records. However, any shareholder may contact MFSC (please see back cover for address and telephone number) to request that copies of these reports and summary prospectuses be sent personally to that shareholder.

127

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reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter.

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

If you own your MFS fund shares through a financial institution or a retirement plan, MFS® TALK, MFS® Access, or eDelivery may not be available to you.

CONTACT US

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

ITEM 2. CODE OF ETHICS.

During the period covered by this report, the Registrant has not amended any provision in its Code of Ethics (the “Code”) that relates to any element of the Code’s definition enumerated in paragraph (b) of Item 2 of this Form N-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable for semi-annual reports.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable for semi-annual reports.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the Registrant.

ITEM 6. INVESTMENTS

A schedule of investments of each series of the Registrant is included as part of the report to shareholders of such series under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the Registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no material changes to the procedures by which shareholders may send recommendations to the Board for nominees to the Registrant’s Board since the Registrant last provided disclosure as to such procedures in response to the requirements of Item 407 (c)(2)(iv) of Regulation S-K or this Item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) Based upon their evaluation of the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as conducted within 90 days of the filing date of this report on Form N-CSR, the registrant’s principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by the report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

(a) File the exhibits listed below as part of this form. Letter or number the exhibits in the sequence indicated.

(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit.

(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2): Attached hereto.

(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference: Attached hereto.

Notice

A copy of the Declaration of Trust, as amended, of the Registrant is on file with the Secretary of State of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and the obligations of or arising out of this instrument are not binding upon any of the Trustees or shareholders individually, but are binding only upon the assets and property of the respective constituent series of the Registrant.

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.

(Registrant) MFS SERIES TRUST XII

By (Signature and Title)*	JOHN M. CORCORAN
	John M. Corcoran, President

Date: December 16, 2013

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

By (Signature and Title)*	JOHN M. CORCORAN
	John M. Corcoran, President (Principal Executive Officer)

Date: December 16, 2013

By (Signature and Title)*	DAVID L. DILORENZO
	David L. DiLorenzo, Treasurer (Principal Financial Officer and Accounting Officer)

Date: December 16, 2013

* Print name and title of each signing officer under his or her signature.