MFS Series Trust Viii NCSR Certified 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 811-5262

MFS SERIES TRUST VIII

(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: October 31

Date of reporting period: October 31, 2013

ITEM 1.

REPORTS TO STOCKHOLDERS.

ANNUAL REPORT

October 31, 2013

LOGO

MFS® GLOBAL GROWTH FUND

LOGO

WGF-ANN

MFS® GLOBAL GROWTH FUND

CONTENTS

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

LOGO

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,

LOGO

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.

PORTFOLIO COMPOSITION

Portfolio structure

LOGO


Top ten holdings
LVMH Moet Hennessy Louis Vuitton S.A.			2.8%
Google, Inc., “A”			2.4%
Groupe Danone			2.4%
Compass Group PLC			2.1%
Schlumberger Ltd.			2.1%
Pernod Ricard S.A.			2.1%
Accenture PLC, “A”			2.0%
Taiwan Semiconductor Manufacturing Co. Ltd., ADR			1.8%
Colgate-Palmolive Co.			1.8%
Danaher Corp.			1.8%

Equity sectors
Consumer Staples			16.6%
Technology			12.4%
Financial Services			11.4%
Industrial Goods & Services			11.0%
Health Care			10.9%
Retailing			10.4%
Special Products & Services			8.1%
Leisure			6.5%
Basic Materials			4.7%
Energy			4.3%
Transportation			2.3%
Autos & Housing			0.6%


Issuer country weightings (x)
United States			51.5%
United Kingdom			12.1%
France			10.5%
Switzerland			6.9%
Brazil			3.8%
Germany			3.5%
Taiwan			1.8%
South Korea			1.4%
Denmark			1.2%
Other Countries			7.3%

Currency exposure weightings (y)
United States Dollar			52.5%
Euro			16.0%
British Pound Sterling			12.1%
Swiss Franc			6.9%
Brazilian Real			3.8%
Taiwan Dollar			1.8%
South Korean Won			1.4%
Danish Krone			1.2%
Japanese Yen			1.0%
Other Currencies			3.3%

Portfolio Composition – continued

(x)	Represents the portfolio’s exposure to issuer countries as a percentage of a portfolio’s net assets.

(y)	Represents the portfolio’s exposure to a particular currency as a percentage of a portfolio’s net assets.

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

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

MANAGEMENT REVIEW

Summary of Results

For the twelve months ended October 31, 2013, Class A shares of the MFS Global Growth Fund (“fund”) provided a total return of 23.77%, at net asset value. This compares with a return of 23.63% for the fund’s benchmark, the MSCI All Country World Growth Index.

Market Environment

At the beginning of the period, year-end fiscal cliff negotiations between the Republicans in the US Congress and President Obama were a particular source of market attention, where uncertainty surrounding the fiscal negotiations continued right up to the end-of-year deadline. A last minute political agreement averted the worst-case scenario and markets gravitated towards risk assets again, though the implementation of the US budget sequester, combined with concerns surrounding the Italian election results, was a source of uncertainty which lingered throughout the first half of the period.

The more dominant features of the first few months of 2013 included a marked improvement in market sentiment as global macroeconomic indicators improved, monetary easing by the Bank of Japan accelerated and fears of fiscal austerity in the US waned. In the middle of the period, concerns that the US Federal Reserve (Fed) would begin tapering its quantitative easing (QE) program caused sovereign bond yields to spike, credit spreads to widen, and equity valuations to fall.

Toward the end of the period, the Fed’s decision to postpone QE tapering surprised markets. Favorable market reactions were tempered, however, by tense negotiations over US fiscal policy which resulted in a 16-day partial shutdown of the federal government and a short-term extension in the debt ceiling. The volatility was short-lived, however, as an extension of budget and debt ceiling deadlines allowed the government to re-open, and subsequent economic data reflected moderate but resilient US growth. Also well-received was the decision by the European Central Bank to cut its policy rate as inflation pressures waned in the region. In addition, equity investors appeared to have concluded that there would be no major change in US monetary policy as a result of the nomination of Janet Yellen as the new Fed Chair for a term beginning in early 2014.

Contributors to Performance

The combination of favorable stock selection and the fund’s underweight position in the basic materials sector was a primary factor that benefited performance relative to the MSCI All Country World Growth Index. However, there were no individual stocks within this sector that were among the fund’s top relative contributors during the reporting period.

An overweight position and, to a lesser extent, positive stock selection in the industrials goods & services sector also boosted relative results. Overweight positions in industrial and consumer products company Danaher and wiring devices and cable systems manufacturer Legrand (France) bolstered relative results. Danaher’s stock appreciated throughout the period as the company reported strong organic revenue growth

Management Review – continued

primarily in its Life Science & Diagnostics business. Holdings of building systems and aerospace products and services provider United Technologies also benefited relative performance as the security was removed from the benchmark in the middle of the period and missed the subsequent price increase. Holdings of precision instruments manufacturer Mettler-Toledo International^(b) further supported relative performance.

Strong stock selection in the technology sector was another positive factor for relative results. The fund’s underweight position in shares of computer and personal electronics maker Apple aided relative performance. The stock’s rebound late in the period was not enough to offset its weak performance earlier in the year as management continued to provide lower-than-expected guidance due to slower revenue growth prior to the company’s announcement of their fifth generation of iPhones in September. Overweight positions in strong-performing semiconductor company Microchip Technology and internet search giant Google also contributed to relative returns.

Elsewhere, holdings of automotive components supplier Johnson Controls contributed to relative performance as the security was removed from the benchmark early in the period and missed the subsequent rise in the stock price. Overweight positions in life sciences supply company Thermo Fisher Scientific and advertising and marketing services provider Publicis Groupe (France) further aided relative results. Thermo Fisher continued to report solid organic revenue growth throughout the year and the company’s planned acquisition of Life Technology Corporation was also beneficial to the stock price.

During the reporting period, the fund’s relative currency exposure, resulting primarily from differences between the fund’s and the benchmark’s exposures to holdings of securities denominated in foreign currencies, benefited relative performance. All of MFS’ investment decisions are driven by the fundamentals of each individual opportunity and, as such, it is common for our portfolios to have different currency exposure than the benchmark.

Detractors from Performance

Stock selection in the retailing sector held back relative results. Overweight positions in apparel manufacturer Cia Hering (Brazil) and global sourcing and supply chain management company Li & Fung (Hong Kong) hindered relative performance. Cia Hering’s stock declined half way through the period as the company reported weak same-store-sales growth during the second quarter of 2013 primarily due to poor weather and protests in Brazil. Li & Fung’s shares tumbled early in 2013 after management had to provide a profit warning due to larger-than-expected restructuring charges in its United States division.

Stock selection in the health care sector also negatively impacted relative performance. Not holding biotech firm Gilead Sciences and pharmaceutical and diagnostic company Roche Holding (Switzerland) hurt relative returns as both stocks outpaced the benchmark during the reporting period.

In other sectors, an overweight position in oil and gas turnkey contractor Saipem (Italy) and data storage systems provider EMC and holdings of securities trading systems developer BM&F Bovespa^(b) (Brazil) dampened relative results. Shares of Saipem

Management Review – continued

declined significantly throughout the period as the stock was negatively impacted by the company’s Algerian bribery scandal and management reporting two profit warnings related to existing contracts. Not holding strong-performing car maker Toyota Motor (Japan), technology investment firm Softbank (Japan) and aerospace company Boeing further weighed on relative performance.

Respectfully,


David Antonelli		Jeffrey Constantino
Portfolio Manager		Portfolio Manager

(b)	Security is not a benchmark constituent.

The views expressed in this report are those of the portfolio managers only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

PERFORMANCE SUMMARY THROUGH 10/31/13

The following chart illustrates a representative class of the fund’s historical performance in comparison to its benchmark(s). Performance results include the deduction of the maximum applicable sales charge and reflect the percentage change in net asset value, including reinvestment of dividends and capital gains distributions. The performance of other share classes will be greater than or less than that of the class depicted below. Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect sales charges, commissions or expenses. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your shares, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the redemption of fund shares.

Growth of a Hypothetical $10,000 Investment

LOGO

Performance Summary – continued

Total Returns through 10/31/13

Average annual without sales charge


	Share class	Class inception date	1-yr	5-yr	10-yr	Life (t)
	A	11/18/93	23.77%	14.60%	8.16%	N/A
	B	11/18/93	22.80%	13.74%	7.35%	N/A
	C	1/03/94	22.82%	13.75%	7.35%	N/A
	I	1/02/97	24.05%	14.88%	8.43%	N/A
	R1	4/01/05	22.87%	13.75%	N/A	6.41%
	R2	10/31/03	23.47%	14.32%	7.76%	N/A
	R3	4/01/05	23.74%	14.61%	N/A	7.20%
	R4	4/01/05	24.05%	14.89%	N/A	7.49%
	R5	3/01/13	N/A	N/A	N/A	12.41%
Comparative benchmark
	MSCI All Country World Growth Index (f)		23.63%	14.72%	7.91%	N/A
Average annual with sales charge
	A With initial Sales Charge (5.75%)		16.65%	13.25%	7.52%	N/A
	B With CDSC (Declining over six years from 4% to 0%) (v)		18.80%	13.50%	7.35%	N/A
	C With CDSC (1% for 12 months) (v)		21.82%	13.75%	7.35%	N/A

CDSC – Contingent Deferred Sales Charge.

Class I, R1, R2, R3, R4, and R5 shares do not have a sales charge.

(f)	Source: FactSet Research Systems Inc.

(t)	For the period from the class inception date through the stated period end (for those share classes with less than 10 years of performance history). No comparative benchmark information is provided for “life” periods. (See Notes to Performance Summary.)

(v)	Assuming redemption at the end of the applicable period.

Benchmark Definition

MSCI All Country World Growth Index – a market capitalization-weighted index that is designed to measure equity market performance for growth securities in the global developed and emerging markets.

It is not possible to invest directly in an index.

Notes to Performance Summary

Average annual total return represents the average annual change in value for each share class for the periods presented. Life returns are presented where the share class has less than 10 years of performance history and represent the average annual total return from the class inception date to the stated period end date. As the fund’s share

Performance Summary – continued

classes may have different inception dates, the life returns may represent different time periods and may not be comparable. As a result, no comparative benchmark performance information is provided for life periods.

Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details.

Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.

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

EXPENSE TABLE

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

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

The example is based on an investment of $1,000 invested at the beginning of the 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 table 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 table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the 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 the 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 table 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 table 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.

Expense Table – continued


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		1.47%		$1,000.00		$1,085.18		$7.73
A	Hypothetical (h)		1.47%		$1,000.00		$1,017.80		$7.48
B	Actual		2.23%		$1,000.00		$1,081.12		$11.70
B	Hypothetical (h)		2.23%		$1,000.00		$1,013.96		$11.32
C	Actual		2.23%		$1,000.00		$1,081.22		$11.70
C	Hypothetical (h)		2.23%		$1,000.00		$1,013.96		$11.32
I	Actual		1.24%		$1,000.00		$1,086.71		$6.52
I	Hypothetical (h)		1.24%		$1,000.00		$1,018.95		$6.31
R1	Actual		2.24%		$1,000.00		$1,081.36		$11.75
R1	Hypothetical (h)		2.24%		$1,000.00		$1,013.91		$11.37
R2	Actual		1.74%		$1,000.00		$1,083.99		$9.14
R2	Hypothetical (h)		1.74%		$1,000.00		$1,016.43		$8.84
R3	Actual		1.49%		$1,000.00		$1,085.21		$7.83
R3	Hypothetical (h)		1.49%		$1,000.00		$1,017.69		$7.58
R4	Actual		1.24%		$1,000.00		$1,086.69		$6.52
R4	Hypothetical (h)		1.24%		$1,000.00		$1,018.95		$6.31
R5	Actual		1.15%		$1,000.00		$1,087.34		$6.05
R5	Hypothetical (h)		1.15%		$1,000.00		$1,019.41		$5.85

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

(p)

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. For Class A and C shares, this rebate reduced the respective expense ratios above by 0.01%. See Note 3 in the Notes to Financial Statements for additional information.

PORTFOLIO OF INVESTMENTS

10/31/13

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


Common Stocks - 99.2%
Issuer	Shares/Par		Value ($)
Aerospace - 3.2%
Precision Castparts Corp.		7,169	$	1,816,983
Rolls-Royce Holdings PLC, “C”		104,674		1,930,094
Rolls-Royce Holdings PLC, IPS (a)		9,001,964		14,434
United Technologies Corp.		34,320		3,646,500

			$	7,408,011
Alcoholic Beverages - 4.4%
Carlsberg Group		10,827	$	1,081,074
Diageo PLC		95,309		3,036,503
Heineken N.V.		18,059		1,248,048
Pernod Ricard S.A.		39,621		4,760,894

			$	10,126,519
Apparel Manufacturers - 5.8%
Cia.Hering S.A.		105,100	$	1,527,098
Compagnie Financiere Richemont S.A.		15,618		1,601,648
Li & Fung Ltd.		1,542,400		2,180,408
LVMH Moet Hennessy Louis Vuitton S.A.		33,095		6,371,746
NIKE, Inc., “B”		20,380		1,543,989

			$	13,224,889
Automotive - 0.6%
Johnson Controls, Inc.		28,100	$	1,296,815

Broadcasting - 4.7%
Discovery Communications, Inc., “A” (a)		12,930	$	1,149,736
Publicis Groupe		28,439		2,372,000
Time Warner, Inc.		40,090		2,755,787
Viacom, Inc., “B”		14,940		1,244,353
Walt Disney Co.		46,390		3,181,890

			$	10,703,766
Brokerage & Asset Managers - 2.7%
BM&F Bovespa S.A.		369,800	$	2,091,495
Charles Schwab Corp.		47,550		1,077,008
Franklin Resources, Inc.		53,867		2,901,277

			$	6,069,780
Business Services - 8.1%
Accenture PLC, “A”		62,180	$	4,570,230
Brenntag AG		12,595		2,134,187

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Common Stocks - continued
Business Services - continued
Cognizant Technology Solutions Corp., “A” (a)		26,830	$	2,332,332
Compass Group PLC		340,690		4,899,973
Experian Group Ltd.		111,091		2,262,166
Intertek Group PLC		25,279		1,350,538
LPS Brasil - Consultoria de Imoveis S.A.		125,900		881,783

			$	18,431,209
Chemicals - 0.7%
Monsanto Co.		15,048	$	1,578,234

Computer Software - 2.1%
Autodesk, Inc. (a)		27,730	$	1,106,704
Dassault Systemes S.A.		7,539		916,231
Oracle Corp.		81,080		2,716,180

			$	4,739,115
Computer Software - Systems - 2.8%
Apple, Inc.		2,784	$	1,454,222
EMC Corp.		149,120		3,589,318
International Business Machines Corp.		8,130		1,456,977

			$	6,500,517
Consumer Products - 5.0%
Colgate-Palmolive Co.		62,106	$	4,020,121
Procter & Gamble Co.		47,330		3,821,898
Reckitt Benckiser Group PLC		45,385		3,527,905

			$	11,369,924
Electrical Equipment - 7.1%
Amphenol Corp., “A”		16,100	$	1,292,669
Danaher Corp.		55,680		4,013,971
Legrand S.A.		21,573		1,225,232
Mettler-Toledo International, Inc. (a)		10,817		2,676,775
Schneider Electric S.A.		19,638		1,654,470
Sensata Technologies Holding B.V. (a)		78,050		2,937,022
W.W. Grainger, Inc.		9,218		2,479,365

			$	16,279,504
Electronics - 3.9%
Microchip Technology, Inc.		75,880	$	3,259,805
Samsung Electronics Co. Ltd.		1,201		1,658,699
Taiwan Semiconductor Manufacturing Co. Ltd., ADR		222,978		4,105,025

			$	9,023,529

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Common Stocks - continued
Energy - Independent - 1.1%
Occidental Petroleum Corp.		25,250	$	2,426,020

Energy - Integrated - 0.6%
BG Group PLC		70,758	$	1,444,829

Food & Beverages - 7.1%
Chr. Hansen Holding A.S.		43,918	$	1,626,963
Groupe Danone		75,042		5,565,138
M. Dias Branco S.A. Industria e Comercio de Alimentos		24,200		1,135,030
Mead Johnson Nutrition Co., “A”		34,190		2,791,955
Nestle S.A.		51,148		3,692,284
PepsiCo, Inc.		18,260		1,535,483

			$	16,346,853
Food & Drug Stores - 2.1%
CVS Caremark Corp.		56,440	$	3,513,954
Sundrug Co. Ltd.		25,200		1,251,927

			$	4,765,881
General Merchandise - 1.5%
Dollarama, Inc.		19,690	$	1,692,435
Lojas Renner S.A.		30,200		909,963
Target Corp.		14,460		936,863

			$	3,539,261
Internet - 3.6%
Google, Inc., “A” (a)		5,408	$	5,573,377
Naver Corp.		2,693		1,515,646
Yahoo Japan Corp.		226,000		1,050,361

			$	8,139,384
Machinery & Tools - 0.7%
Schindler Holding AG		10,989	$	1,558,698

Major Banks - 1.6%
HSBC Holdings PLC		83,651	$	914,874
Standard Chartered PLC		111,027		2,669,420

			$	3,584,294
Medical & Health Technology & Services - 1.4%
Express Scripts Holding Co. (a)		52,150	$	3,260,418

Medical Equipment - 6.1%
Abbott Laboratories		26,410	$	965,286
DENTSPLY International, Inc.		69,700		3,282,870

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Common Stocks - continued
Medical Equipment - continued
Essilor International S.A.		10,018	$	1,075,913
Sonova Holding AG		23,712		3,086,336
Thermo Fisher Scientific, Inc.		36,650		3,583,637
Waters Corp. (a)		18,240		1,840,781

			$	13,834,823
Metals & Mining - 1.2%
Rio Tinto PLC		52,040	$	2,635,065

Oil Services - 2.6%
Saipem S.p.A.		49,977	$	1,171,199
Schlumberger Ltd.		50,830		4,763,788

			$	5,934,987
Other Banks & Diversified Financials - 7.1%
Credicorp Ltd.		15,342	$	2,095,717
HDFC Bank Ltd.		195,591		2,166,762
Itau Unibanco Holding S.A., ADR		139,402		2,148,185
Julius Baer Group Ltd.		56,858		2,794,179
MasterCard, Inc., “A”		2,984		2,139,826
Sberbank of Russia, ADR		111,751		1,427,060
Visa, Inc., “A”		18,096		3,558,940

			$	16,330,669
Pharmaceuticals - 3.4%
Allergan, Inc.		12,328	$	1,117,040
Bayer AG		19,901		2,473,464
Johnson & Johnson		29,090		2,694,025
Zoetis, Inc.		49,920		1,580,467

			$	7,864,996
Railroad & Shipping - 1.4%
Kuehne & Nagel International AG		25,270	$	3,194,433

Restaurants - 1.8%
McDonald’s Corp.		26,235	$	2,532,202
Whitbread PLC		29,329		1,614,407

			$	4,146,609
Specialty Chemicals - 2.9%
Croda International PLC		34,410	$	1,344,014
Linde AG		12,241		2,325,999
Praxair, Inc.		14,540		1,813,283

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Common Stocks - continued
Specialty Chemicals - continued
Symrise AG		24,594	$	1,042,514

			$	6,525,810
Specialty Stores - 1.0%
Industria de Diseno Textil S.A.		14,260	$	2,342,743

Trucking - 0.9%
Expeditors International of Washington, Inc.		46,700	$	2,115,043
Total Common Stocks (Identified Cost, $176,765,320)			$	226,742,628

Money Market Funds - 0.9%
MFS Institutional Money Market Portfolio, 0.1%, at Cost and Net Asset Value (v)		2,047,635	$	2,047,635
Total Investments (Identified Cost, $178,812,955)			$	228,790,263

Other Assets, Less Liabilities - (0.1)%				(149,232	)
Net Assets - 100.0%			$	228,641,031

(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.

The following abbreviations are used in this report and are defined:

ADR

American Depositary Receipt

IPS

International Preference Stock

PLC

Public Limited Company

See Notes to Financial Statements

Financial Statements

STATEMENT OF ASSETS AND LIABILITIES

At 10/31/13

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.


Assets
Investments-
Non-affiliated issuers, at value (identified cost, $176,765,320)			$226,742,628
Underlying affiliated funds, at cost and value			2,047,635
Total investments, at value (identified cost, $178,812,955)			$228,790,263
Cash			14,511
Receivables for
Fund shares sold			128,329
Interest and dividends			207,592
Total assets			$229,140,695
Liabilities
Payable for fund shares reacquired			$220,715
Payable to affiliates
Investment adviser			11,068
Shareholder servicing costs			139,580
Distribution and service fees			3,960
Payable for independent Trustees’ compensation			26,570
Accrued expenses and other liabilities			97,771
Total liabilities			$499,664
Net assets			$228,641,031
Net assets consist of
Paid-in capital			$171,159,882
Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies			49,979,549
Accumulated net realized gain (loss) on investments and foreign currency			6,967,038
Undistributed net investment income			534,562
Net assets			$228,641,031
Shares of beneficial interest outstanding			6,810,214

Statement of Assets and Liabilities – continued


	Net assets		Shares outstanding		Net asset value per share (a)
Class A		$186,818,239		5,512,000		$33.89
Class B		8,165,138		264,031		30.92
Class C		13,433,446		438,713		30.62
Class I		11,511,277		332,770		34.59
Class R1		867,168		28,369		30.57
Class R2		3,372,089		102,053		33.04
Class R3		3,419,129		101,298		33.75
Class R4		942,145		27,732		33.97
Class R5		112,400		3,248		34.61

(a)

Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $35.96 [100 / 94.25 x $33.89]. 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. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R5.

See Notes to Financial Statements

Financial Statements

STATEMENT OF OPERATIONS

Year ended 10/31/13

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.


Net investment income
Income
Dividends	$3,953,483
Interest	39,479
Dividends from underlying affiliated funds	1,868
Foreign taxes withheld	(166,484	)
Total investment income	$3,828,346
Expenses
Management fee	$1,900,469
Distribution and service fees	670,831
Shareholder servicing costs	365,984
Administrative services fee	37,360
Independent Trustees’ compensation	11,484
Custodian fee	67,387
Shareholder communications	23,507
Audit and tax fees	80,300
Legal fees	1,986
Miscellaneous	139,161
Total expenses	$3,298,469
Fees paid indirectly	(18	)
Reduction of expenses by investment adviser and distributor	(12,883	)
Net expenses	$3,285,568
Net investment income	$542,778
Realized and unrealized gain (loss) on investments and foreign currency
Realized gain (loss) (identified cost basis)
Investments	$10,873,947
Foreign currency	17,753
Net realized gain (loss) on investments and foreign currency	$10,891,700
Change in unrealized appreciation (depreciation)
Investments	$33,164,021
Translation of assets and liabilities in foreign currencies	(4,359	)
Net unrealized gain (loss) on investments and foreign currency translation	$33,159,662
Net realized and unrealized gain (loss) on investments and foreign currency	$44,051,362
Change in net assets from operations	$44,594,140

See Notes to Financial Statements

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.


	Years ended 10/31
	2013			2012
Change in net assets
From operations
Net investment income		$542,778			$493,304
Net realized gain (loss) on investments and foreign currency		10,891,700			5,256,023
Net unrealized gain (loss) on investments and foreign currency translation		33,159,662			9,094,708
Change in net assets from operations		$44,594,140			$14,844,035
Distributions declared to shareholders
From net investment income		$(460,035	)		$(513,017	)
Change in net assets from fund share transactions		$(9,426,579	)		$(21,012,800	)
Total change in net assets		$34,707,526			$(6,681,782	)
Net assets
At beginning of period		193,933,505			200,615,287
At end of period (including undistributed net investment income of $534,562 and $434,066, respectively)		$228,641,031			$193,933,505

See Notes to Financial Statements

Financial Statements

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 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.


Class A	Years ended 10/31
	2013			2012			2011			2010			2009
Net asset value, beginning of period		$27.45			$25.50			$24.88			$21.93			$17.35
Income (loss) from investment operations
Net investment income (d)		$0.10			$0.09			$0.11			$0.08			$0.11
Net realized and unrealized gain (loss) on investments and foreign currency		6.41			1.93			0.57			2.96			4.47
Total from investment operations		$6.51			$2.02			$0.68			$3.04			$4.58
Less distributions declared to shareholders
From net investment income		$(0.07	)		$(0.07	)		$(0.06	)		$(0.09	)		$0.00	(w)
Net asset value, end of period (x)		$33.89			$27.45			$25.50			$24.88			$21.93
Total return (%) (r)(s)(t)(x)		23.77			7.98			2.73			13.92			26.40
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.49			1.53			1.53			1.55			1.70
Expenses after expense reductions (f)		1.49			1.53			1.53			1.55			1.67
Net investment income		0.33			0.33			0.42			0.34			0.59
Portfolio turnover		31			37			39			63			83
Net assets at end of period (000 omitted)		$186,818			$159,905			$164,474			$183,544			$180,278

See Notes to Financial Statements

Financial Highlights – continued


Class B	Years ended 10/31
	2013			2012			2011			2010			2009
Net asset value, beginning of period		$25.18			$23.49			$23.03			$20.37			$16.24
Income (loss) from investment operations
Net investment loss (d)		$(0.12	)		$(0.10	)		$(0.08	)		$(0.09	)		$(0.03	)
Net realized and unrealized gain (loss) on investments and foreign currency		5.86			1.79			0.54			2.75			4.16
Total from investment operations		$5.74			$1.69			$0.46			$2.66			$4.13
Net asset value, end of period (x)		$30.92			$25.18			$23.49			$23.03			$20.37
Total return (%) (r)(s)(t)(x)		22.80			7.19			2.00			13.06			25.43
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		2.24			2.28			2.28			2.30			2.43
Expenses after expense reductions (f)		2.24			2.28			2.28			2.30			2.43
Net investment loss		(0.42	)		(0.43	)		(0.35	)		(0.43	)		(0.19	)
Portfolio turnover		31			37			39			63			83
Net assets at end of period (000 omitted)		$8,165			$7,966			$9,854			$13,563			$17,219

Class C	Years ended 10/31
	2013			2012			2011			2010			2009
Net asset value, beginning of period		$24.93			$23.25			$22.81			$20.17			$16.08
Income (loss) from investment operations
Net investment loss (d)		$(0.12	)		$(0.10	)		$(0.07	)		$(0.09	)		$(0.03	)
Net realized and unrealized gain (loss) on investments and foreign currency		5.81			1.78			0.51			2.73			4.12
Total from investment operations		$5.69			$1.68			$0.44			$2.64			$4.09
Net asset value, end of period (x)		$30.62			$24.93			$23.25			$22.81			$20.17
Total return (%) (r)(s)(t)(x)		22.82			7.23			1.93			13.09			25.44
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		2.24			2.28			2.28			2.30			2.42
Expenses after expense reductions (f)		2.24			2.28			2.28			2.30			2.41
Net investment loss		(0.43	)		(0.42	)		(0.31	)		(0.41	)		(0.19	)
Portfolio turnover		31			37			39			63			83
Net assets at end of period (000 omitted)		$13,433			$11,304			$11,327			$14,485			$13,598

See Notes to Financial Statements

Financial Highlights – continued


Class I	Years ended 10/31
	2013			2012			2011			2010			2009
Net asset value, beginning of period		$28.02			$26.03			$25.39			$22.37			$17.73
Income (loss) from investment operations
Net investment income (d)		$0.18			$0.16			$0.18			$0.14			$0.16
Net realized and unrealized gain (loss) on investments and foreign currency		6.53			1.97			0.58			3.02			4.55
Total from investment operations		$6.71			$2.13			$0.76			$3.16			$4.71
Less distributions declared to shareholders
From net investment income		$(0.14	)		$(0.14	)		$(0.12	)		$(0.14	)		$(0.07	)
Net asset value, end of period (x)		$34.59			$28.02			$26.03			$25.39			$22.37
Total return (%) (r)(s)(x)		24.05			8.29			2.99			14.18			26.68
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.24			1.28			1.28			1.30			1.42
Expenses after expense reductions (f)		1.24			1.28			1.28			1.30			1.41
Net investment income		0.56			0.58			0.67			0.60			0.84
Portfolio turnover		31			37			39			63			83
Net assets at end of period (000 omitted)		$11,511			$7,513			$6,731			$6,788			$5,875

Class R1	Years ended 10/31
	2013			2012			2011			2010			2009
Net asset value, beginning of period		$24.88			$23.22			$22.77			$20.14			$16.05
Income (loss) from investment operations
Net investment loss (d)		$(0.12	)		$(0.09	)		$(0.08	)		$(0.08	)		$(0.02	)
Net realized and unrealized gain (loss) on investments and foreign currency		5.81			1.75			0.53			2.71			4.11
Total from investment operations		$5.69			$1.66		��	$0.45			$2.63			$4.09
Net asset value, end of period (x)		$30.57			$24.88			$23.22			$22.77			$20.14
Total return (%) (r)(s)(x)		22.87			7.15			1.98			13.06			25.48
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		2.24			2.28			2.28			2.30			2.41
Expenses after expense reductions (f)		2.24			2.28			2.28			2.30			2.41
Net investment loss		(0.42	)		(0.39	)		(0.33	)		(0.38	)		(0.11	)
Portfolio turnover		31			37			39			63			83
Net assets at end of period (000 omitted)		$867			$763			$775			$791			$886

See Notes to Financial Statements

Financial Highlights – continued


Class R2	Years ended 10/31
	2013			2012			2011			2010			2009
Net asset value, beginning of period		$26.76			$24.84			$24.25			$21.37			$16.95
Income (loss) from investment operations
Net investment income (d)		$0.03			$0.02			$0.04			$0.02			$0.06
Net realized and unrealized gain (loss) on investments and foreign currency		6.25			1.90			0.55			2.90			4.36
Total from investment operations		$6.28			$1.92			$0.59			$2.92			$4.42
Less distributions declared to shareholders
From net investment income		$—			$—			$0.00	(w)		$(0.04	)		$—
Net asset value, end of period (x)		$33.04			$26.76			$24.84			$24.25			$21.37
Total return (%) (r)(s)(x)		23.47			7.73			2.45			13.66			26.08
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.74			1.78			1.78			1.80			1.93
Expenses after expense reductions (f)		1.74			1.78			1.78			1.80			1.93
Net investment income		0.08			0.09			0.14			0.10			0.36
Portfolio turnover		31			37			39			63			83
Net assets at end of period (000 omitted)		$3,372			$3,250			$4,586			$5,250			$5,128

Class R3	Years ended 10/31
	2013			2012			2011			2010			2009
Net asset value, beginning of period		$27.35			$25.41			$24.80			$21.86			$17.29
Income (loss) from investment operations
Net investment income (d)		$0.10			$0.09			$0.11			$0.08			$0.11
Net realized and unrealized gain (loss) on investments and foreign currency		6.38			1.93			0.56			2.96			4.46
Total from investment operations		$6.48			$2.02			$0.67			$3.04			$4.57
Less distributions declared to shareholders
From net investment income		$(0.08	)		$(0.08	)		$(0.06	)		$(0.10	)		$—
Net asset value, end of period (x)		$33.75			$27.35			$25.41			$24.80			$21.86
Total return (%) (r)(s)(x)		23.74			8.00			2.72			13.93			26.43
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.49			1.53			1.53			1.55			1.67
Expenses after expense reductions (f)		1.49			1.53			1.53			1.55			1.67
Net investment income		0.32			0.32			0.42			0.34			0.60
Portfolio turnover		31			37			39			63			83
Net assets at end of period (000 omitted)		$3,419			$2,942			$2,693			$2,528			$2,168

See Notes to Financial Statements

Financial Highlights – continued


Class R4	Years ended 10/31
	2013			2012			2011			2010			2009
Net asset value, beginning of period		$27.52			$25.57			$24.95			$21.98			$17.41
Income (loss) from investment operations
Net investment income (d)		$0.12			$0.14			$0.17			$0.14			$0.19
Net realized and unrealized gain (loss) on investments and foreign currency		6.47			1.95			0.57			2.97			4.44
Total from investment operations		$6.59			$2.09			$0.74			$3.11			$4.63
Less distributions declared to shareholders
From net investment income		$(0.14	)		$(0.14	)		$(0.12	)		$(0.14	)		$(0.06	)
Net asset value, end of period (x)		$33.97			$27.52			$25.57			$24.95			$21.98
Total return (%) (r)(s)(x)		24.05			8.28			2.96			14.21			26.73
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.25			1.28			1.28			1.30			1.38
Expenses after expense reductions (f)		1.25			1.28			1.28			1.30			1.38
Net investment income		0.39			0.51			0.67			0.60			1.03
Portfolio turnover		31			37			39			63			83
Net assets at end of period (000 omitted)		$942			$292			$175			$171			$146


Class R5	Period ended 10/31/13 (i)
Net asset value, beginning of period		$30.79
Income (loss) from investment operations
Net investment income (d)		$0.15
Net realized and unrealized gain (loss) on investments and foreign currency		3.67	(g)
Total from investment operations		$3.82
Net asset value, end of period (x)		$34.61
Total return (%) (r)(s)(x)		12.41	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.15	(a)
Expenses after expense reductions (f)		1.15	(a)
Net investment income		0.68	(a)
Portfolio turnover		31
Net assets at end of period (000 omitted)		$112

See Notes to Financial Statements

Financial Highlights – 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 is not in accordance with 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.

(i)	For the period from the class’ inception, March 1, 2013, through the stated period end.

(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

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS Global Growth Fund (the fund) is a series of MFS Series Trust VIII (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

In January 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2013-01 (“ASU 2013-01”) entitled Balance Sheet (Topic 210) – Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities which is intended to clarify the scope of Accounting Standards Update 2011-11 (“ASU 2011-11”), Balance Sheet (Topic 210) – Disclosures about Offsetting Assets and Liabilities. Consistent with the effective date for ASU 2011-11, ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. ASU 2013-01 limits the scope of ASU 2011-11’s disclosure requirements on offsetting to financial assets and financial liabilities related to derivatives, repurchase and reverse repurchase agreements, and securities lending and securities borrowing transactions. Although still evaluating the potential impact of these two ASUs to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.

In June 2013, 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

Notes to Financial Statements – continued

evaluating the potential impacts of ASU 2013-08 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.

Investment Valuations – 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. Short-term instruments with a maturity at issuance of 60 days or less generally are valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets 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

Notes to Financial Statements – continued

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


Investments at Value	Level 1		Level 2		Level 3		Total
Equity Securities:
United States		$115,945,419		$—		$—		$115,945,419
United Kingdom		27,629,786		14,434		—		27,644,220
France		23,941,624		—		—		23,941,624
Switzerland		15,927,578		—		—		15,927,578
Brazil		8,693,554		—		—		8,693,554
Germany		7,976,164		—		—		7,976,164
Taiwan		4,105,025		—		—		4,105,025
South Korea		3,174,345		—		—		3,174,345
Denmark		2,708,037		—		—		2,708,037
Other Countries		16,626,662		—		—		16,626,662
Mutual Funds		2,047,635		—		—		2,047,635
Total Investments		$228,775,829		$14,434		$—		$228,790,263

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

Repurchase Agreements – The fund entered into repurchase agreements with approved counterparties. Each repurchase agreement is recorded at cost. The fund requires that the securities collateral in a repurchase transaction be transferred to a custodian. The fund monitors, on a daily basis, the value of the collateral to ensure that its value, including accrued interest, is greater than amounts owed to the fund under each such repurchase agreement.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable

Notes to Financial Statements – continued

to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Security Loans – JPMorgan Chase and Co. (“Chase”), as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. Chase provides the fund with indemnification against Borrower default. The fund bears the risk of loss with respect to the investment of cash collateral. On loans collateralized by cash, the cash collateral is invested in repurchase agreements with approved counterparties. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is included in “Interest” income, in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At October 31, 2013, there were no securities on loan or collateral outstanding.

Indemnifications – Under the 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, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend and interest payments received in additional securities are recorded on the ex-dividend or ex-interest date in an amount equal to the value of the security on such date.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement 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 Statement of Operations.

Notes to Financial Statements – continued

Fees Paid Indirectly – The 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 year ended October 31, 2013, is shown as a reduction of total expenses in the Statement of Operations.

Tax Matters and Distributions – The 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. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests.

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 to wash sale loss deferrals and treating a portion of the proceeds from redemptions as a distribution for tax purposes.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:


	10/31/13		10/31/12
Ordinary income (including any short-term capital gains)		$460,035		$513,017

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


As of 10/31/13
Cost of investments	$178,947,566
Gross appreciation	54,315,628
Gross depreciation	(4,472,931	)
Net unrealized appreciation (depreciation)	$49,842,697
Undistributed ordinary income	561,638
Undistributed long-term capital gain	7,101,649
Other temporary differences	(24,835	)

Notes to Financial Statements – continued

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. The 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
	Year ended 10/31/13		Year ended 10/31/12
Class A		$410,782		$467,829
Class I		39,439		35,928
Class R3		8,165		8,269
Class R4		1,649		991
Total		$460,035		$513,017

(3) Transactions with Affiliates


First $1 billion of average daily net assets	0.90	%
Next $1 billion of average daily net assets	0.75	%
Average daily net assets in excess of $2 billion	0.65	%

Effective April 1, 2013, MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the period April 1, 2013 through October 31, 2013, this management fee reduction amounted to $1,076, which is shown as a reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended October 31, 2013 was equivalent to an annual effective rate of 0.90% of the fund’s average daily net assets.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $32,606 for the year ended October 31, 2013, as its portion of the initial sales charge on sales of Class A shares of the fund.

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.

The fund’s distribution plan provides that the fund 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.

Notes to Financial Statements – continued

Distribution Plan Fee Table:


	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
Class A		—		0.25%		0.25%		0.24%		$432,301
Class B		0.75%		0.25%		1.00%		1.00%		81,214
Class C		0.75%		0.25%		1.00%		1.00%		123,697
Class R1		0.75%		0.25%		1.00%		1.00%		8,826
Class R2		0.25%		0.25%		0.50%		0.50%		16,802
Class R3		—		0.25%		0.25%		0.25%		7,991
Total Distribution and Service Fees										$670,831

(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 year ended October 31, 2013 based on each class’s average daily net assets. Effective January 1, 2013, 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 period January 1, 2013 through October 31, 2013, this rebate amounted to $10,774, $170, and $322 for Class A, Class B, and Class C, respectively, and is reflected as a reduction of total expenses in the Statement of Operations.

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 year ended October 31, 2013, were as follows:


	Amount
Class A		$158
Class B		5,578
Class C		583

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended October 31, 2013, the fee was $121,855, which equated to 0.0577% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R5 shares do not incur sub-accounting fees. For the year ended October 31, 2013, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $244,129.

Notes to Financial Statements – continued

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund partially reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended October 31, 2013 was equivalent to an annual effective rate of 0.0177% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does 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 fund are officers or directors of MFS, MFD, and MFSC.

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. Effective January 1, 2002, accrued benefits under the DB plan for then-current independent Trustees who continued were credited to an unfunded retirement deferral plan (the “Retirement Deferral plan”), which was established for and exists solely with respect to these credited amounts, and is not available for other deferrals by these or other independent Trustees. Although the Retirement Deferral plan is unfunded, amounts deferred under the plan are periodically adjusted for investment experience as if they had been invested in shares of the fund. The DB plan resulted in a pension expense of $222 and the Retirement Deferral plan resulted in an expense of $2,951. Both amounts are included in independent Trustees’ compensation for the year ended October 31, 2013. The liability for deferred retirement benefits payable to certain independent Trustees under both plans amounted to $26,501 at October 31, 2013, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Other – This 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 year ended October 31, 2013, the aggregate fees paid by the fund to Tarantino LLC and Griffin Compliance LLC were $1,383 and are included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to reimburse the fund for a portion of the payments made by the fund in the amount of $541, which is shown as a reduction of total expenses in the

Notes to Financial Statements – continued

Statement 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.

The fund invests 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 Statement of Operations. This money market fund does not pay a management fee to MFS.

On February 28, 2013, MFS purchased 3,248 shares of Class R5 for an aggregate amount of $100,000.

At October 31, 2013, MFS held 100% of the outstanding shares of Class R5.

(4) Portfolio Securities

Purchases and sales of investments, other than short-term obligations, aggregated $65,547,785 and $74,087,639, respectively.

(5) Shares of Beneficial Interest

The 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:


	Year ended 10/31/13 (i)				Year ended 10/31/12
	Shares		Amount		Shares		Amount
Shares sold
Class A		437,447		$13,501,702		315,156		$8,265,686
Class B		30,888		862,407		28,776		699,415
Class C		53,381		1,495,626		56,057		1,339,208
Class I		92,808		2,894,986		49,658		1,359,885
Class R1		9,672		259,839		4,603		110,551
Class R2		10,462		310,656		15,154		395,137
Class R3		16,228		501,787		17,408		456,130
Class R4		18,015		583,883		3,697		98,157
Class R5		3,248		100,001		—		—
		672,149		$20,510,887		490,509		$12,724,169

Shares issued to shareholders in reinvestment of distributions
Class A		13,195		$376,720		17,944		$424,920
Class I		1,213		35,254		1,371		33,065
Class R3		287		8,165		350		8,269
Class R4		57		1,649		42		991
		14,752		$421,788		19,707		$467,245

Notes to Financial Statements – continued


	Year ended 10/31/13 (i)						Year ended 10/31/12
	Shares			Amount			Shares			Amount
Shares reacquired
Class A		(763,418	)		$(23,241,161	)		(958,704	)		$(25,209,492	)
Class B		(83,260	)		(2,338,583	)		(131,972	)		(3,183,439	)
Class C		(68,159	)		(1,892,731	)		(89,650	)		(2,167,380	)
Class I		(29,400	)		(918,370	)		(41,454	)		(1,103,756	)
Class R1		(11,970	)		(337,847	)		(7,308	)		(169,996	)
Class R2		(29,842	)		(899,240	)		(78,292	)		(1,952,000	)
Class R3		(22,800	)		(701,804	)		(16,184	)		(418,139	)
Class R4		(937	)		(29,518	)		—			(12	)
		(1,009,786	)		$(30,359,254	)		(1,323,564	)		$(34,204,214	)

Net change
Class A		(312,776	)		$(9,362,739	)		(625,604	)		$(16,518,886	)
Class B		(52,372	)		(1,476,176	)		(103,196	)		(2,484,024	)
Class C		(14,778	)		(397,105	)		(33,593	)		(828,172	)
Class I		64,621			2,011,870			9,575			289,194
Class R1		(2,298	)		(78,008	)		(2,705	)		(59,445	)
Class R2		(19,380	)		(588,584	)		(63,138	)		(1,556,863	)
Class R3		(6,285	)		(191,852	)		1,574			46,260
Class R4		17,135			556,014			3,739			99,136
Class R5		3,248			100,001			—			—
		(322,885	)		$(9,426,579	)		(813,348	)		$(21,012,800	)

(i)	For Class R5, the period is from inception, March 1, 2013, through the stated period end.

(6) Line of Credit

The 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, the 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 year ended October 31, 2013, the fund’s commitment fee and interest expense were $1,045 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

Notes to Financial Statements – continued

(7) Transactions in Underlying Affiliated Funds-Affiliated Issuers

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


Underlying Affiliated Fund	Beginning Shares/Par Amount		Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount				Ending Shares/Par Amount
MFS Institutional Money Market Portfolio		1,568,106		28,017,750		(27,538,221	)			2,047,635

Underlying Affiliated Fund	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income				Ending Value
MFS Institutional Money Market Portfolio		$—		$—		$1,868		��		$2,047,635

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust VIII and the Shareholders of MFS Global Growth Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Global Growth Fund (one of the series comprising MFS Series Trust VIII) (the “Fund”) as of October 31, 2013, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2013, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Global Growth Fund as of October 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 19, 2013

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of December 1, 2013, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.


Name, Age	Position(s) Held with Fund	Trustee/Officer Since^(h)	Principal Occupations During the Past Five Years	Other Directorships^(j)
INTERESTED TRUSTEES
Robert J. Manning^(k) (age 50)	Trustee	February 2004	Massachusetts Financial Services Company, Chairman, Chief Executive Officer and Director; President (until 2009); Chief Investment Officer (until 2010)	N/A
INDEPENDENT TRUSTEES
David H. Gunning (age 71)	Trustee and Chair of Trustees	January 2004	Private investor	Lincoln Electric Holdings, Inc. (welding equipment manufacturer), Director; Development Alternatives, Inc. (consulting), Director/Non-Executive Chairman; Portman Limited (mining), Director (until 2008)
Robert E. Butler (age 72)	Trustee	January 2006	Consultant – investment company industry regulatory and compliance matters	N/A
Maureen R. Goldfarb (age 58)	Trustee	January 2009	Private investor	N/A
William R. Gutow (age 72)	Trustee	December 1993	Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman	Texas Donuts (donut franchise), Vice Chairman (until 2010)

Trustees and Officers – continued


Name, Age	Position(s) Held with Fund	Trustee/Officer Since^(h)	Principal Occupations During the Past Five Years	Other Directorships^(j)
Michael Hegarty (age 68)	Trustee	December 2004	Private investor	Brookfield Office Properties, Inc. (real estate), Director; Rouse Properties Inc. (real estate), Director; Capmark Financial Group Inc. (real estate), Director
John P. Kavanaugh (age 59)	Trustee	January 2009	Private investor	N/A
J. Dale Sherratt (age 75)	Trustee	June 1989	Insight Resources, Inc. (acquisition planning specialists), President; Wellfleet Investments (investor in health care companies), Managing General Partner	N/A
Laurie J. Thomsen (age 56)	Trustee	March 2005	Private investor; New Profit, Inc. (venture philanthropy), Executive Partner (until 2010)	The Travelers Companies (insurance), Director
Robert W. Uek (age 72)	Trustee	January 2006	Consultant to investment company industry	N/A
OFFICERS
John M. Corcoran^(k) (age 48)	President	October 2008	Massachusetts Financial Services Company, Senior Vice President (since October 2008); State Street Bank and Trust (financial services provider), Senior Vice President, (until 2008)	N/A
Christopher R. Bohane^(k) (age 39)	Assistant Secretary and Assistant Clerk	July 2005	Massachusetts Financial Services Company, Vice President and Assistant General Counsel	N/A
Kino Clark^(k) (age 45)	Assistant Treasurer	January 2012	Massachusetts Financial Services Company, Vice President	N/A

Trustees and Officers – continued


Name, Age	Position(s) Held with Fund	Trustee/Officer Since^(h)	Principal Occupations During the Past Five Years	Other Directorships^(j)
Thomas H. Connors^(k) (age 54)	Assistant Secretary and Assistant Clerk	September 2012	Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)	N/A
Ethan D. Corey^(k) (age 50)	Assistant Secretary and Assistant Clerk	July 2005	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel	N/A
David L. DiLorenzo^(k) (age 45)	Treasurer	July 2005	Massachusetts Financial Services Company, Senior Vice President	N/A
Robyn L. Griffin (age 38)	Assistant Independent Chief Compliance Officer	August 2008	Griffin Compliance LLC (provider of compliance services), Principal (since August 2008); State Street Corporation (financial services provider), Mutual Fund Administration Assistant Vice President (until 2008)	N/A
Brian E. Langenfeld^(k) (age 40)	Assistant Secretary and Assistant Clerk	June 2006	Massachusetts Financial Services Company, Vice President and Senior Counsel	N/A
Susan S. Newton^(k) (age 63)	Assistant Secretary and Assistant Clerk	May 2005	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel	N/A
Susan A. Pereira^(k) (age 43)	Assistant Secretary and Assistant Clerk	July 2005	Massachusetts Financial Services Company, Vice President and Senior Counsel	N/A

Trustees and Officers – continued


Name, Age	Position(s) Held with Fund	Trustee/Officer Since^(h)	Principal Occupations During the Past Five Years	Other Directorships^(j)
Kasey L. Phillips^(k) (age 42)	Assistant Treasurer	September 2012	Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012)	N/A
Mark N. Polebaum^(k) (age 61)	Secretary and Clerk	January 2006	Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary	N/A
Frank L. Tarantino (age 69)	Independent Chief Compliance Officer	June 2004	Tarantino LLC (provider of compliance services), Principal	N/A
Richard S. Weitzel^(k) (age 43)	Assistant Secretary and Assistant Clerk	October 2007	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel	N/A
James O. Yost^(k) (age 53)	Deputy Treasurer	September 1990	Massachusetts Financial Services Company, Senior Vice President	N/A

(h)

Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. For the period October 2008, until January 2012, Mr. Corcoran served as Treasurer of the Funds. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds.

(j)	Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Each Trustee has been elected by shareholders and each Trustee and officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Butler, Kavanaugh, Uek and Ms. Thomsen are members of the Trust’s Audit Committee.

Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of January 1, 2013, the Trustees served as board members of 143 funds within the MFS Family of Funds.

Trustees and Officers – continued

The Statement of Additional Information for the Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.


Investment Adviser		Custodian
Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618		JPMorgan Chase Bank One Chase Manhattan Plaza New York, NY 10081
Distributor		Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618		Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116
Portfolio Managers
David Antonelli
Jeffery Constantino

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

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 Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its 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 agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement 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 agreement, 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 agreement for the Fund was 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 agreement and other arrangements with the Fund.

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 Fund 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 Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to

Board Review of Investment Advisory Agreement – continued

the Fund 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 agreement 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 Fund 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.

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 2nd quintile for the five-year period ended December 31, 2012 relative to the Lipper performance universe. Because of the passage of time, these performance results 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 Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Lipper Inc. The Trustees considered that, according to the Lipper data (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each approximately at the Lipper expense group median.

Board Review of Investment Advisory Agreement – continued

The Trustees also considered the advisory fees charged by MFS to any comparable institutional accounts. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund in comparison to institutional accounts, the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund, and the impact on MFS and expenses associated with the more extensive regulatory regime to which the Fund is subject in comparison to institutional accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the existing breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, 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 Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. 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 Fund 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 Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS

Board Review of Investment Advisory Agreement – continued

performs or arranges for on the Fund’s 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 Fund were satisfactory.

The Trustees also considered benefits to MFS from the use of the Fund’s 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 Fund.

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 Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2013.

A discussion regarding the Board’s most recent review and renewal of the 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

The 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. The 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 the 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.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2013 income tax forms in January 2014. The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund designates the maximum amount allowable as qualified dividend income eligible for the 15% tax rate. The fund designates $445,058 as capital gain dividends paid during the fiscal year. For corporate shareholders, 100% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

rev. 3/11

FACTS

WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?


Why?		Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

• Social Security number and account balances

• Account transactions and transaction history

• Checking account information and wire transfer instructions

When you are no longer our customer, we continue to share your information as described in this notice.


How?		All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.


Reasons we can share your personal information	Does MFS share?	Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes – to offer our products and services to you	No	We don’t share
For joint marketing with other financial companies	No	We don’t share
For our affiliates’ everyday business purposes – information about your transactions and experiences	No	We don’t share
For our affiliates’ everyday business purposes – information about your creditworthiness	No	We don’t share
For nonaffiliates to market to you	No	We don’t share


Questions?		Call 800-225-2606 or go to mfs.com.


Page 2


Who we are
Who is providing this notice?		MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc.


What we do
How does MFS protect my personal information?		To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS collect my personal information?		We collect your personal information, for example, when you •open an account or provide account information •direct us to buy securities or direct us to sell your securities •make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates and other companies.
Why can’t I limit all sharing?		Federal law gives you the right to limit only •sharing for affiliates’ everyday business purposes – information about your creditworthiness •affiliates from using your information to market to you •sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.


Definitions
Affiliates		Companies related by common ownership or control. They can be financial and nonfinancial companies. •MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.
Nonaffiliates		Companies not related by common ownership or control. They can be financial and nonfinancial companies. •MFS does not share with nonaffiliates so they can market to you.
Joint Marketing		A formal agreement between nonaffiliated financial companies that together market financial products or services to you. •MFS doesn’t jointly market.


Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

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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

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

ANNUAL REPORT

October 31, 2013

LOGO

MFS® STRATEGIC INCOME FUND

LOGO

MFO-ANN

MFS® STRATEGIC INCOME FUND

CONTENTS

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

LOGO

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.

Respectfully,

LOGO

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.

PORTFOLIO COMPOSITION

Portfolio structure (i)

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Fixed income sectors (i)
High Grade Corporates			45.3%
High Yield Corporates			32.6%
Non-U.S. Government Bonds			10.1%
Emerging Markets Bonds			8.3%
Mortgage-Backed Securities			0.8%
Floating Rate Loans			0.6%
Asset-Backed Securities			0.4%
Municipal Bonds			0.4%
Commercial Mortgage-Backed Securities			0.3%
Collateralized Debt Obligations			0.2%
U.S. Government Agencies			0.1%
U.S. Treasury Securities			(8.8)%


Composition including fixed income credit quality (a)(i)
AAA			2.4%
AA			4.4%
A			19.4%
BBB			36.0%
BB			15.0%
B			15.0%
CCC			5.4%
CC (o)			0.0%
C			0.1%
Federal Agencies			0.9%
Not Rated			(8.3)%
Non-Fixed Income			0.2%
Cash & Other			9.5%

Issuer country weightings (i)(x)
United States			64.2%
United Kingdom			4.1%
France			3.3%
Italy			2.9%
Netherlands			2.8%
Canada			2.2%
Russia			2.0%
Japan			2.0%
Germany			1.8%
Other Countries			14.7%

Portfolio facts (i)
Average Duration (d)			4.6
Average Effective Maturity (m)			7.5 yrs.

Portfolio Composition – continued

(a)

For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. Federal Agencies includes rated and unrated U.S. Agency fixed-income securities, U.S. Agency mortgage-backed securities, and collateralized mortgage obligations of U.S. Agency mortgage-backed securities. Not Rated includes fixed income securities, including fixed income futures contracts, which have not been rated by any rating agency. Non-Fixed Income includes equity securities (including convertible bonds and equity derivatives) and commodities. Cash & Other includes cash, other assets less liabilities, offsets to derivative positions, and short-term securities. The fund may not hold all of these instruments. The fund is not rated by these agencies.

(d)	Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move.

(i)

For purposes of this presentation, the components include the market value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than market value. The bond component will include any accrued interest amounts.

(m)

In determining an instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.

(o)	Less than 0.1%.

(x)	Represents the portfolio’s exposure to issuer countries as a percentage of a portfolio’s net assets.

Where the fund holds convertible bonds, these are treated as part of the equity portion of the portfolio.

The fund invests a portion of its assets in the MFS High Yield Pooled Portfolio. Percentages reflect exposure to the underlying holdings of the MFS High Yield Pooled Portfolio and not to the exposure from investing directly in the MFS High Yield Pooled Portfolio itself.

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

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

MANAGEMENT REVIEW

Summary of Results

For the twelve months ended October 31, 2013, Class A shares of the MFS Strategic Income Fund (“fund”) provided a total return of 1.85%, at net asset value. This compares with a return of 8.86% for the fund’s benchmark, the Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index. Over the same period, the fund’s other benchmark, the MFS Strategic Income Blended Index (“Blended Index”), generated a return of 2.02%. The Blended Index reflects the blended returns of various fixed income market indices, with percentage allocations to each index designed to resemble the fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

Market Environment

Detractors from Performance

Relative to the Blended Index, the fund’s greater exposure to “BBB” and above rated ^(r) securities dampened performance as these credit quality segments underperformed high yield during the reporting period.

Management Review – continued

Yield curve ^(y) positioning in the Asia Pacific region, particularly to Japanese debt and the fund’s lesser exposure to shifts in the long end (centered around maturities of 10 or more years) of the yield curve, weighed on performance as rates in the region declined during the reporting period.

The fund’s return from yield, which was less than that of the Blended Index, was an additional negative factor for relative performance.

Contributors to Performance

Relative to the Blended Index, the fund’s greater exposure to the financial and mortgage sectors benefited performance as both sectors outperformed the index during the reporting period.

The fund’s lesser exposure to emerging markets debt, particularly to Indonesia, Turkey, Mexico, and Venezuela, helped results as this market segment turned in poor performance over the reporting period.

Despite the negative impact from exposure to Japanese debt, the fund’s overall yield curve positioning, particularly the lesser exposure to shifts in the long end of the yield curve, was an area of relative strength as the curve widened.

Respectfully,


William Adams	Ward Brown	James Calmas
Portfolio Manager	Portfolio Manager	Portfolio Manager

David Cole	Robert Persons	Matthew Ryan
Portfolio Manager	Portfolio Manager	Portfolio Manager

Erik Weisman
Portfolio Manager

Note to Shareholders: Effective April 30, 2013, Ward Brown is also a Portfolio Manager of the Fund.

(r)

Bonds rated “BBB”, “Baa”, or higher are considered investment grade; bonds rated “BB”, “Ba”, or below are considered non-investment grade. The source for bond quality ratings is Moody’s Investors Service, Standard & Poor’s and Fitch, Inc. and are applied using the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). For securities which are not rated by any of the three agencies, the security is considered Not Rated.

(y)	A yield curve graphically depicts the yields of different maturity bonds of the same credit quality and type; a normal yield curve is upward sloping, with short-term rates lower than long-term rates.

PERFORMANCE SUMMARY THROUGH 10/31/13

Growth of a Hypothetical $10,000 Investment

LOGO

Performance Summary – continued

Total Returns through 10/31/13

Average annual without sales charge


	Share class	Class inception date	1-yr	5-yr	10-yr
	A	10/29/87	1.85%	10.29%	5.98%
	B	9/07/93	1.22%	9.52%	5.28%
	C	9/01/94	1.21%	9.58%	5.29%
	I	1/08/97	2.25%	10.57%	6.28%
Comparative benchmarks
	Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index (f)		8.86%	18.15%	8.90%
	MFS Strategic Income Blended Index (f)(w)		2.02%	10.91%	6.81%
	Barclays U.S. Credit Bond Index (f)		(1.58)%	10.16%	5.45%
	Barclays U.S. Government/Mortgage Bond Index (f)		(0.95)%	4.62%	4.61%
	Citigroup World Government Bond Non-Dollar Hedged Index (f)		2.98%	4.18%	4.41%
	Citigroup World Government Bond Non-Dollar Index (f)		(3.75)%	5.05%	5.06%
	JPMorgan Emerging Markets Bond Index Global (f)		(2.58)%	14.15%	8.94%
Average annual with sales charge
	A With Initial Sales Charge (4.75%)		(2.99)%	9.22%	5.46%
	B With CDSC (Declining over six years from 4% to 0%) (v)		(2.68)%	9.24%	5.28%
	C With CDSC (1% for 12 months) (v)		0.23%	9.58%	5.29%

CDSC – Contingent Deferred Sales Charge.

Class I shares do not have a sales charge.

(f)	Source: FactSet Research Systems Inc.

(v)	Assuming redemption at the end of the applicable period.

(w)

MFS Strategic Income Blended Index is at a point in time and allocations during the period can change. As of October 31, 2013 the blended index was comprised of 10% Barclays U.S. Credit Bond Index, 33% Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index, 14% JPMorgan Emerging Markets Bond Index Global, 8.5% Citigroup World Government Bond Non-Dollar Hedged Index, 8.5% Citigroup World Government Bond Non-Dollar Index, and 26% Barclays U.S. Government/Mortgage Bond Index.

Benchmark Definitions

Barclays U.S. Credit Bond Index – a market capitalization-weighted index that measures the performance of publicly issued, SEC-registered, U.S. corporate and specified foreign debentures and secured notes that meet specified maturity, liquidity, and quality requirements.

Performance Summary – continued

Barclays U.S. Government/Mortgage Bond Index – measures debt issued by the U.S. Government, and its agencies, as well as mortgage-backed pass-through securities of Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC).

Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index – a component of the Barclays U.S. High-Yield Corporate Bond Index, which measures performance of non-investment grade, fixed rate debt. The index limits the maximum exposure to any one issuer to 2%.

Citigroup World Government Bond Non-Dollar Hedged Index – a market capitalization-weighted index that is designed to represent the currency-hedged performance of the international developed government bond markets, excluding the United States.

Citigroup World Government Bond Non-Dollar Index – a market capitalization-weighted index that is designed to represent the performance of the international developed government bond markets, excluding the United States.

JPMorgan Emerging Markets Bond Index Global – measures the performance of U.S.-dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds.

It is not possible to invest directly in an index.

Notes to Performance Summary

Average annual total return represents the average annual change in value for each share class for the periods presented.

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

EXPENSE TABLE

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 the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying MFS Pooled Portfolio in which the fund invests. MFS Pooled Portfolios are mutual funds advised by MFS that do not pay management fees to MFS but do incur investment and operating costs. 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.

Expense Table – continued


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		1.04%		$1,000.00		$993.76		$5.23
A	Hypothetical (h)		1.04%		$1,000.00		$1,019.96		$5.30
B	Actual		1.80%		$1,000.00		$989.82		$9.03
B	Hypothetical (h)		1.80%		$1,000.00		$1,016.13		$9.15
C	Actual		1.80%		$1,000.00		$991.17		$9.03
C	Hypothetical (h)		1.80%		$1,000.00		$1,016.13		$9.15
I	Actual		0.80%		$1,000.00		$995.00		$4.02
I	Hypothetical (h)		0.80%		$1,000.00		$1,021.17		$4.08

(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 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.

PORTFOLIO OF INVESTMENTS

10/31/13

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


Bonds - 63.8%
Issuer	Shares/Par		Value ($)
Asset-Backed & Securitized - 0.9%
Anthracite Ltd., “A”, CDO, FRN, 0.53%, 2019 (n)	$	47,772	$	47,568
Bayview Financial Revolving Mortgage Loan Trust, FRN, 1.771%, 2040 (z)		418,265		201,135
Capital Trust Realty Ltd., CDO, 5.16%, 2035 (n)		96,657		99,113
Credit Suisse Commercial Mortgage Trust, “A4”, FRN, 5.761%, 2039		638,126		709,168
Crest Ltd., CDO, 7%, 2040 (a)(p)		509,967		25,498
Falcon Franchise Loan LLC, FRN, 8.73%, 2023 (i)(z)		698,907		73,385
Falcon Franchise Loan LLC, FRN, 12.468%, 2025 (i)(z)		287,447		43,117
First Union-Lehman Brothers Bank of America, FRN, 0.578%, 2035 (i)		4,651,024		93,327
Hertz Vehicle Financing LLC, 2010-1A, “A1”, 2.6%, 2015 (n)		206,667		207,462
HLSS Servicer Advance Receivables Trust, 2013-T1, “A2”, 1.495%, 2046 (n)		970,000		963,986
KKR Financial CLO Ltd., “C”, FRN, 1.714%, 2021 (n)		523,730		493,259
Morgan Stanley Capital I, Inc., FRN, 1.403%, 2039 (i)(z)		2,573,721		52,813

			$	3,009,831
Automotive - 0.4%
Daimler Finance North America LLC, 1.875%, 2018 (n)	$	1,257,000	$	1,250,162

Biotechnology - 0.3%
Life Technologies Corp., 6%, 2020	$	960,000	$	1,099,500

Broadcasting - 0.6%
CBS Corp., 5.75%, 2020	$	260,000	$	294,713
Globo Comunicacoes e Participacoes S.A., 6.25% to 2015, 9.375% to 2049 (n)		100,000		105,000
Myriad International Holdings B.V., 6.375%, 2017 (n)		271,000		297,423
Myriad International Holdings B.V., 6%, 2020 (n)		524,000		558,060
News America, Inc., 8.5%, 2025		415,000		533,623

			$	1,788,819
Brokerage & Asset Managers - 0.7%
Blackstone Holdings Finance Co. LLC, 4.75%, 2023 (n)	$	940,000	$	994,643
TD Ameritrade Holding Corp., 5.6%, 2019		1,045,000		1,221,883

			$	2,216,526

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
Building - 0.4%
CRH PLC, 8.125%, 2018	$	590,000	$	721,709
Owens Corning, Inc., 4.2%, 2022		385,000		382,300

			$	1,104,009
Business Services - 0.2%
Tencent Holdings Ltd., 3.375%, 2018 (n)	$	490,000	$	499,582

Cable TV - 1.0%
Cox Communications, Inc., 3.25%, 2022 (n)	$	1,138,000	$	1,045,168
DIRECTV Holdings LLC, 5.875%, 2019		370,000		418,802
NBCUniversal Enterprise, Inc., 1.974%, 2019 (n)		618,000		609,585
Time Warner Cable, Inc., 8.25%, 2019		920,000		1,078,512

			$	3,152,067
Chemicals - 0.7%
Dow Chemical Co., 8.55%, 2019	$	1,410,000	$	1,824,952
Sociedad Quimica y Minera de Chile S.A., 5.5%, 2020 (n)		347,000		355,638

			$	2,180,590
Computer Software - 0.2%
Oracle Corp., 5.375%, 2040	$	607,000	$	663,405

Computer Software - Systems - 0.1%
Seagate HDD Cayman, 3.75%, 2018 (z)	$	416,000	$	416,000

Conglomerates - 0.1%
Metalloinvest Finance Ltd., 5.625%, 2020 (n)	$	207,000	$	205,965

Consumer Products - 0.6%
Mattel, Inc., 5.45%, 2041	$	478,000	$	483,717
Newell Rubbermaid, Inc., 2.05%, 2017		437,000		434,610
Newell Rubbermaid, Inc., 4.7%, 2020		570,000		609,389
Tupperware Brands Corp., 4.75%, 2021		485,000		500,336

			$	2,028,052
Consumer Services - 0.1%
Experian Finance PLC, 2.375%, 2017 (n)	$	353,000	$	351,590

Defense Electronics - 0.6%
BAE Systems Holdings, Inc., 5.2%, 2015 (n)	$	1,297,000	$	1,382,095
BAE Systems Holdings, Inc., 6.375%, 2019 (n)		380,000		445,542

			$	1,827,637

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
Electrical Equipment - 0.3%
Arrow Electronics, Inc., 3%, 2018	$	344,000	$	350,418
Ericsson, Inc., 4.125%, 2022		670,000		666,302

			$	1,016,720
Electronics - 0.1%
Tyco Electronics Group S.A., 3.5%, 2022	$	275,000	$	267,613

Emerging Market Quasi-Sovereign - 3.5%
Banco de Reservas de La Republica Dominicana, 7%, 2023 (n)	$	218,000	$	207,645
Banco do Nordeste do Brasil (BNB), 4.375%, 2019 (n)		254,000		248,412
CNOOC Finance (2012) Ltd., 3.875%, 2022 (n)		204,000		201,342
CNPC (HK) Overseas Capital Ltd., 4.5%, 2021 (n)		494,000		513,285
Comision Federal de Electricidad, 5.75%, 2042 (n)		639,000		607,849
Gaz Capital S.A., 3.85%, 2020 (n)		721,000		702,975
Gaz Capital S.A., 5.999%, 2021 (n)		570,000		608,475
Gaz Capital S.A., 4.95%, 2028 (n)		615,000		556,575
Gazprom Neft, 4.375%, 2022 (n)		201,000		189,191
Instituto Costarricense, 6.375%, 2043 (n)		208,000		185,120
Korea Gas Corp., 2.25%, 2017 (n)		700,000		702,207
Pertamina PT, 6%, 2042 (n)		201,000		177,885
Petrobras Global Finance Co., 4.375%, 2023		63,000		58,218
Petrobras International Finance Co., 7.875%, 2019		494,000		575,383
Petrobras International Finance Co., 6.75%, 2041		414,000		409,053
Petroleos Mexicanos, 5.5%, 2021		542,000		590,780
Petroleos Mexicanos, 4.875%, 2022		344,000		357,760
Petroleos Mexicanos, 6.5%, 2041		292,000		310,980
PT Perusahaan Listrik Negara, 5.5%, 2021 (n)		200,000		201,000
PTT PLC, 3.375%, 2022 (n)		331,000		309,030
PTT PLC, 4.5%, 2042 (n)		354,000		299,109
Ras Laffan Liquefied Natural Gas Co. Ltd., 5.832%, 2016 (n)		460,130		490,038
Rosneft, 3.149%, 2017 (n)		432,000		435,240
Rosneft, 4.199%, 2022 (n)		719,000		674,063
Sberbank of Russia, 6.125%, 2022 (n)		285,000		308,869
Sinopec Capital (2013) Ltd., 3.125%, 2023 (n)		518,000		475,112
Sinopec Capital (2013) Ltd., 4.25%, 2043 (n)		426,000		368,980
Sinopec Group Overseas Development (2012) Ltd., 3.9%, 2022 (n)		200,000		197,662

			$	10,962,238
Emerging Market Sovereign - 0.7%
Oriental Republic of Uruguay, 4.5%, 2024	$	86,000	$	88,795
Republic of Colombia, 6.125%, 2041		210,000		237,825
Republic of Hungary, 5.375%, 2023		82,000		81,676
Republic of Indonesia, 4.875%, 2021 (n)		200,000		207,500
Republic of Philippines, 5.5%, 2026		200,000		229,000

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
Emerging Market Sovereign - continued
Republic of Philippines, 6.375%, 2034	$	300,000	$	364,500
Republic of Romania, 4.375%, 2023 (n)		60,000		58,725
Republic of Slovakia, 4.375%, 2022 (n)		600,000		630,000
Russian Federation, 4.875%, 2023 (n)		200,000		209,800
Russian Federation, 5.625%, 2042 (n)		200,000		208,000

			$	2,315,821
Energy - Independent - 0.3%
EQT Corp., 4.875%, 2021	$	431,000	$	447,275
Hess Corp., 8.125%, 2019		270,000		340,204

			$	787,479
Energy - Integrated - 1.2%
BP Capital Markets PLC, 4.5%, 2020	$	272,000	$	298,279
BP Capital Markets PLC, 4.742%, 2021		760,000		839,157
LUKOIL International Finance B.V., 3.416%, 2018 (n)		571,000		575,283
LUKOIL International Finance B.V., 4.563%, 2023 (n)		784,000		749,700
Pacific Rubiales Energy Corp., 7.25%, 2021 (n)		401,000		441,100
Pacific Rubiales Energy Corp., 5.125%, 2023 (n)		100,000		95,750
Petro-Canada Financial Partnership, 5%, 2014		860,000		896,940

			$	3,896,209
Financial Institutions - 1.5%
General Electric Capital Corp., 6%, 2019	$	300,000	$	355,048
General Electric Capital Corp., 5.5%, 2020		710,000		821,327
General Electric Capital Corp., 3.15%, 2022		813,000		796,153
General Electric Capital Corp., 3.1%, 2023		508,000		489,697
LeasePlan Corp. N.V., 3%, 2017 (n)		870,000		881,658
LeasePlan Corp. N.V., 2.5%, 2018 (n)		286,000		281,880
NYSE Euronext, 2%, 2017		714,000		717,729
TMK Capital S.A., 6.75%, 2020 (n)		414,000		404,685

			$	4,748,177
Food & Beverages - 2.8%
Anheuser-Busch InBev S.A., 7.75%, 2019	$	1,100,000	$	1,393,063
BRF S.A., 3.95%, 2023 (n)		994,000		894,600
Coca-Cola Icecek Uretim, 4.75%, 2018 (n)		237,000		246,101
Conagra Foods, Inc., 3.2%, 2023		743,000		708,937
Embotelladora Andina S.A., 5%, 2023 (n)		200,000		205,605
Grupo Bimbo S.A.B. de C.V., 4.5%, 2022 (n)		101,000		103,130
Kraft Foods Group, Inc., 6.125%, 2018		720,000		850,522
Mead Johnson Nutrition Co., “A”, 4.9%, 2019		263,000		291,559
Pernod Ricard S.A., 5.75%, 2021 (n)		594,000		665,700
SABMiller Holdings, Inc., 3.75%, 2022 (n)		904,000		926,866
Tyson Foods, Inc., 6.6%, 2016		560,000		628,678

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
Food & Beverages - continued
Tyson Foods, Inc., 4.5%, 2022	$	448,000	$	464,648
Wm. Wrigley Jr. Co., 2.4%, 2018 (n)		343,000		346,619
Wm. Wrigley Jr. Co., 3.375%, 2020 (n)		1,051,000		1,073,281

			$	8,799,309
Forest & Paper Products - 0.3%
Georgia-Pacific LLC, 3.734%, 2023 (n)	$	1,092,000	$	1,078,867

Industrial - 0.2%
Johns Hopkins University, 5.25%, 2019	$	587,000	$	679,302

Insurance - 2.3%
Allianz AG, FRN, 5.5%, 2049	EUR	947,000	$	1,295,433
American International Group, Inc., 3%, 2015	$	20,000		20,570
American International Group, Inc., 5.85%, 2018		881,000		1,016,834
American International Group, Inc., 3.375%, 2020		810,000		824,253
ING U.S., Inc., 2.9%, 2018		403,000		411,286
ING U.S., Inc., 5.7%, 2043 (n)		506,000		534,800
MetLife, Inc., 1.756%, 2017		223,000		223,397
Metropolitan Life Global Funding I, 5.125%, 2014 (n)		430,000		442,058
Principal Financial Group, Inc., 8.875%, 2019		650,000		850,879
Prudential Financial, Inc., 6.2%, 2015		660,000		702,297
Unum Group, 7.125%, 2016		945,000		1,080,430

			$	7,402,237
Insurance - Property & Casualty - 2.2%
Aon Corp., 3.5%, 2015	$	760,000	$	796,201
AXIS Capital Holdings Ltd., 5.75%, 2014		1,035,000		1,089,041
AXIS Capital Holdings Ltd., 5.875%, 2020		370,000		413,282
CNA Financial Corp., 5.875%, 2020		990,000		1,148,636
Liberty Mutual Group, Inc., 4.95%, 2022 (n)		757,000		800,326
PartnerRe Ltd., 5.5%, 2020		583,000		648,009
QBE Capital Funding III Ltd., FRN, 7.25%, 2041 (n)		920,000		968,300
ZFS Finance USA Trust V, 6.5% to 2017, FRN to 2067 (n)		1,095,000		1,162,069

			$	7,025,864
International Market Quasi-Sovereign - 1.3%
EDF Energies Nouvelles S.A., 6.5%, 2019 (n)	$	1,090,000	$	1,311,379
Eksportfinans A.S.A., 5.5%, 2016		965,000		1,010,355
Israel Electric Corp. Ltd., 6.7%, 2017 (n)		553,000		597,240
Israel Electric Corp. Ltd., 5.625%, 2018 (n)		1,159,000		1,219,848

			$	4,138,822
International Market Sovereign - 8.6%
Federal Republic of Germany, 4.25%, 2018	EUR	756,000	$	1,201,624
Federal Republic of Germany, 6.25%, 2030	EUR	631,000		1,305,415

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
International Market Sovereign - continued
Government of Australia, 5.75%, 2021	AUD	394,000	$	420,446
Government of Canada, 4.5%, 2015	CAD	658,000		664,936
Government of Canada, 4.25%, 2018	CAD	533,000		569,361
Government of Canada, 5.75%, 2033	CAD	119,000		162,322
Government of Japan, 1.8%, 2043	JPY	52,000,000		547,379
Government of Japan, 1.1%, 2020	JPY	131,000,000		1,400,815
Government of Japan, 2.1%, 2024	JPY	62,000,000		725,594
Government of Japan, 2.2%, 2027	JPY	148,300,000		1,754,424
Government of Japan, 2.4%, 2037	JPY	153,200,000		1,808,989
Kingdom of Belgium, 5.5%, 2017	EUR	977,000		1,561,356
Kingdom of Denmark, 3%, 2021	DKK	1,532,000		312,126
Kingdom of Spain, 4.6%, 2019	EUR	1,417,000		2,086,119
Kingdom of Sweden, 5%, 2020	SEK	1,100,000		203,809
Kingdom of the Netherlands, 5.5%, 2028	EUR	191,000		352,616
Republic of Austria, 4.65%, 2018	EUR	608,000		958,667
Republic of Finland, 3.875%, 2017	EUR	179,000		273,174
Republic of France, 6%, 2025	EUR	365,000		673,670
Republic of France, 4.75%, 2035	EUR	860,000		1,469,107
Republic of Iceland, 4.875%, 2016 (n)	$	593,000		618,944
Republic of Iceland, 5.875%, 2022 (n)		113,000		117,852
Republic of Ireland, 4.5%, 2020	EUR	279,000		408,587
Republic of Ireland, 5.4%, 2025	EUR	170,000		261,770
Republic of Italy, 5.25%, 2017	EUR	2,230,000		3,327,533
Republic of Italy, 3.75%, 2021	EUR	1,482,000		2,055,685
United Kingdom Treasury, 8%, 2021	GBP	435,000		982,336
United Kingdom Treasury, 4.25%, 2036	GBP	604,000		1,104,095

			$	27,328,751
Internet - 0.3%
Baidu, Inc., 3.25%, 2018	$	588,000	$	600,710
Baidu, Inc., 3.5%, 2022		367,000		343,744

			$	944,454
Local Authorities - 0.6%
Louisiana Gas & Fuels Tax Rev. (Build America Bonds), FRN, 3%, 2043	$	820,000	$	823,280
State of Illinois (Build America Bonds), 6.725%, 2035		1,130,000		1,172,285

			$	1,995,565
Machinery & Tools - 0.4%
Atlas Copco AB, 5.6%, 2017 (n)	$	1,073,000	$	1,209,303
Ferreycorp S.A.A., 4.875%, 2020 (n)		221,000		212,160

			$	1,421,463

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
Major Banks - 7.5%
ABN AMRO Bank N.V., 4.25%, 2017 (n)	$	913,000	$	982,561
Bank of America Corp., 7.375%, 2014		460,000		476,234
Bank of America Corp., 6.5%, 2016		1,305,000		1,482,575
Bank of America Corp., 3.3%, 2023		1,554,000		1,491,462
Barclays Bank PLC, 5.125%, 2020		770,000		867,432
BNP Paribas, 2.7%, 2018		950,000		972,738
BNP Paribas, 7.195% to 2037, FRN to 2049 (n)		600,000		624,750
BNP Paribas, FRN, 3.002%, 2014		164,000		168,899
Commonwealth Bank of Australia, 5%, 2019 (n)		760,000		858,916
Credit Suisse Group AG, 6.5%, 2023 (n)		1,160,000		1,238,184
DBS Bank Ltd., 2.35%, 2017 (n)		980,000		1,003,934
Goldman Sachs Group, Inc., 5.125%, 2015		450,000		472,768
Goldman Sachs Group, Inc., 5.75%, 2022		1,213,000		1,375,518
HSBC USA, Inc., 4.875%, 2020		930,000		1,013,627
ING Bank N.V., 3.75%, 2017 (n)		1,233,000		1,303,996
ING Bank N.V., 5.8%, 2023 (n)		1,344,000		1,409,537
JPMorgan Chase & Co., 2%, 2017		330,000		334,198
JPMorgan Chase & Co., 4.625%, 2021		870,000		942,945
Macquarie Bank Ltd., 5%, 2017 (n)		769,000		843,285
Macquarie Group Ltd., 6%, 2020 (n)		428,000		470,753
Merrill Lynch & Co., Inc., 6.4%, 2017		400,000		464,827
Morgan Stanley, 6%, 2014		620,000		637,343
Morgan Stanley, 7.3%, 2019		250,000		305,314
Morgan Stanley, 5.625%, 2019		420,000		479,262
Morgan Stanley, FRN, 1.487%, 2016		1,400,000		1,414,690
Royal Bank of Scotland PLC, 2.55%, 2015		471,000		482,389
Santander U.S. Debt S.A.U., 3.724%, 2015 (n)		400,000		405,316
Standard Chartered PLC, 3.85%, 2015 (n)		850,000		883,754
Wells Fargo & Co., 7.98% to 2018, FRN to 2049		405,000		456,638

			$	23,863,845
Medical & Health Technology & Services - 0.7%
Cardinal Health, Inc., 5.8%, 2016	$	840,000	$	948,420
McKesson Corp., 5.7%, 2017		370,000		418,485
Owens & Minor, Inc., 6.35%, 2016		710,000		768,853

			$	2,135,758
Metals & Mining - 1.3%
Barrick Gold Corp., 4.1%, 2023	$	1,360,000	$	1,233,517
Freeport-McMoRan Copper & Gold, Inc., 2.375%, 2018		500,000		498,636
Freeport-McMoRan Copper & Gold, Inc., 3.1%, 2020		810,000		781,614
Glencore Funding LLC, FRN, 1.422%, 2016 (n)		1,170,000		1,164,155
Vale Overseas Ltd., 4.375%, 2022		421,000		411,956

			$	4,089,878

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
Mortgage-Backed - 0.8%
Fannie Mae, 5.5%, 2019 - 2036	$	725,627	$	777,354
Fannie Mae, 6.5%, 2031		63,876		72,086
Fannie Mae, 6%, 2034 (f)		641,859		702,217
Freddie Mac, 4.224%, 2020		818,658		895,319

			$	2,446,976
Municipals - 0.3%
Florida Hurricane Catastrophe Fund Finance Corp. Rev, “A”, 2.107%, 2018	$	1,015,000	$	998,476

Natural Gas - Distribution - 0.4%
GDF Suez, 1.625%, 2017 (n)	$	1,400,000	$	1,402,156

Natural Gas - Pipeline - 1.9%
DCP Midstream LLC, 3.875%, 2023	$	630,000	$	587,647
Energy Transfer Partners LP, 3.6%, 2023		825,000		787,178
Energy Transfer Partners LP, 6.5%, 2042		779,000		852,963
Enterprise Products Partners LP, 6.3%, 2017		870,000		1,010,394
Kinder Morgan Energy Partners LP, 6.375%, 2041		1,070,000		1,184,226
ONEOK Partners LP, 3.2%, 2018		510,000		527,632
Spectra Energy Capital LLC, 8%, 2019		679,000		827,711
Williams Cos., Inc., 3.7%, 2023		279,000		256,517

			$	6,034,268
Network & Telecom - 1.8%
AT&T, Inc., 5.5%, 2018	$	660,000	$	752,809
Centurylink, Inc., 7.65%, 2042		810,000		751,275
France Telecom, 4.375%, 2014		640,000		655,167
Verizon Communications, Inc., 8.75%, 2018		448,000		577,565
Verizon Communications, Inc., 5.15%, 2023		2,697,000		2,926,213

			$	5,663,029
Oil Services - 0.5%
Odebrecht Offshore Drilling Finance Ltd., 6.75%, 2022 (n)	$	527,000	$	549,398
Transocean, Inc., 2.5%, 2017		314,000		316,934
Transocean, Inc., 6%, 2018		670,000		757,976

			$	1,624,308
Other Banks & Diversified Financials - 3.7%
Abbey National Treasury Services PLC, 3.05%, 2018	$	345,000	$	357,150
Banco GNB Sudameris S.A., 3.875%, 2018 (n)		102,000		96,645
Bancolombia S.A., 5.95%, 2021		398,000		420,288
Bancolombia S.A., 5.125%, 2022		43,000		41,065
BBVA Banco Continental S.A., 5%, 2022 (n)		40,000		40,900

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
Other Banks & Diversified Financials - continued
Citigroup, Inc., 6.375%, 2014	$	630,000	$	657,644
Citigroup, Inc., 6.01%, 2015		530,000		561,859
Citigroup, Inc., 8.5%, 2019		919,000		1,189,075
Groupe BPCE S.A., 5.7%, 2023 (n)		1,081,000		1,108,641
Groupe BPCE S.A., 12.5% to 2019, FRN to 2049 (n)		645,000		824,794
Intesa Sanpaolo S.p.A., 3.875%, 2018		996,000		1,016,241
Intesa Sanpaolo S.p.A., FRN, 2.662%, 2014 (n)		590,000		592,496
Lloyds TSB Bank PLC, 5.8%, 2020 (n)		645,000		741,442
PKO Finance AB, 4.63%, 2022 (n)		57,000		57,570
Rabobank Nederland N.V., 3.375%, 2017		525,000		559,583
Rabobank Nederland N.V., 3.95%, 2022		1,174,000		1,147,571
Santander Holdings USA, Inc., 4.625%, 2016		130,000		139,476
Santander Holdings USA, Inc., 3.45%, 2018		490,000		506,890
SunTrust Banks, Inc., 3.5%, 2017		622,000		660,488
Swedbank AB, 2.125%, 2017 (n)		615,000		622,236
U.S. Bancorp, 2.95%, 2022		416,000		395,257

			$	11,737,311
Personal Computers & Peripherals - 0.2%
Equifax, Inc., 3.3%, 2022	$	671,000	$	635,741

Pharmaceuticals - 0.8%
Celgene Corp., 3.95%, 2020	$	890,000	$	926,003
Hospira, Inc., 6.05%, 2017		490,000		540,643
Pfizer, Inc., 6.2%, 2019		860,000		1,039,280

			$	2,505,926
Pollution Control - 0.3%
Republic Services, Inc., 5.25%, 2021	$	730,000	$	808,317

Printing & Publishing - 0.3%
Pearson Funding Five PLC, 3.25%, 2023 (n)	$	561,000	$	519,852
Pearson Funding Four PLC, 3.75%, 2022 (n)		437,000		424,780

			$	944,632
Railroad & Shipping - 0.3%
CSX Corp., 4.1%, 2044	$	915,000	$	795,214

Real Estate - 2.1%
AvalonBay Communities, Inc., 3.625%, 2020	$	999,000	$	1,027,605
Boston Properties LP, REIT, 3.7%, 2018		420,000		446,058
DDR Corp., REIT, 3.375%, 2023		1,263,000		1,179,660
HCP, Inc., REIT, 5.375%, 2021		806,000		890,903

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
Real Estate - continued
Health Care REIT, Inc., 2.25%, 2018	$	312,000	$	311,468
Kimco Realty Corp., REIT, 6.875%, 2019		191,000		232,264
Simon Property Group, Inc., REIT, 6.1%, 2016		1,790,000		1,996,886
WEA Finance LLC, 6.75%, 2019 (n)		590,000		707,723

			$	6,792,567
Retailers - 1.7%
AutoZone, Inc., 6.5%, 2014	$	1,210,000	$	1,223,481
Dollar General Corp., 4.125%, 2017		706,000		754,704
Gap, Inc., 5.95%, 2021		1,118,000		1,240,816
Kohl’s Corp., 3.25%, 2023		997,000		931,357
Limited Brands, Inc., 5.25%, 2014		242,000		251,075
Macy’s, Inc., 7.875%, 2015		860,000		956,950

			$	5,358,383
Supermarkets - 0.3%
Kroger Co., 3.85%, 2023	$	1,090,000	$	1,083,528

Supranational - 0.4%
Corporacion Andina de Fomento, 4.375%, 2022	$	1,290,000	$	1,307,677

Telecommunications - Wireless - 0.9%
American Tower Corp., REIT, 4.625%, 2015	$	440,000	$	462,855
American Tower Corp., REIT, 4.7%, 2022		732,000		737,333
Crown Castle Towers LLC, 6.113%, 2020 (n)		838,000		953,605
Digicel Group Ltd., 6%, 2021 (n)		316,000		306,520
Millicom International Cellular S.A., 4.75%, 2020 (n)		205,000		192,188
MTS International Funding Ltd., 5%, 2023 (n)		201,000		192,960

			$	2,845,461
Tobacco - 1.4%
Altria Group, Inc., 9.25%, 2019	$	352,000	$	469,821
Altria Group, Inc., 4%, 2024		401,000		402,504
Lorillard Tobacco Co., 8.125%, 2019		640,000		789,704
Lorillard Tobacco Co., 6.875%, 2020		480,000		559,874
Reynolds American, Inc., 6.75%, 2017		1,040,000		1,206,082
Reynolds American, Inc., 4.75%, 2042		1,270,000		1,146,955

			$	4,574,940
Transportation - 0.1%
Far Eastern Shipping Co., 8%, 2018 (n)	$	310,000	$	280,550

Transportation - Services - 0.3%
ERAC USA Finance Co., 6.375%, 2017 (n)	$	930,000	$	1,083,919

Portfolio of Investments – continued


Issuer	Shares/Par		Value ($)
Bonds - continued
U.S. Government Agencies and Equivalents - 0.1%
National Credit Union Administration Guaranteed Note, 2.9%, 2020	$	240,000	$	249,980

Utilities - Electric Power - 2.2%
CMS Energy Corp., 4.25%, 2015	$	760,000	$	799,829
CMS Energy Corp., 5.05%, 2022		608,000		661,371
Enel Finance International S.A., 6.25%, 2017 (n)		920,000		1,033,887
Exelon Generation Co. LLC, 5.2%, 2019		360,000		393,570
Exelon Generation Co. LLC, 4.25%, 2022		391,000		382,886
Oncor Electric Delivery Co., 4.1%, 2022		922,000		952,744
PPL WEM Holdings PLC, 3.9%, 2016 (n)		1,210,000		1,268,067
Progress Energy, Inc., 3.15%, 2022		1,148,000		1,121,940
Waterford 3 Funding Corp., 8.09%, 2017		277,116		277,039

			$	6,891,333
Total Bonds (Identified Cost, $194,197,769)			$	202,756,799

Common Stocks - 0.0%
Printing & Publishing - 0.0%
American Media Operations, Inc. (a) (Identified Cost, $104,328)		7,311	$	36,409

Underlying Affiliated Funds - 34.3%
MFS High Yield Pooled Portfolio (v) (Identified Cost, $105,475,508)		10,984,557	$	109,186,496

Money Market Funds - 1.3%
MFS Institutional Money Market Portfolio, 0.1%, at Cost and Net Asset Value (v)		4,120,342	$	4,120,342
Total Investments (Identified Cost, $303,897,947)			$	316,100,046

Other Assets, Less Liabilities - 0.6%				1,792,833
Net Assets - 100.0%			$	317,892,879

(a)	Non-income producing security.

(f)	All or a portion of the security has been segregated as collateral for open futures contracts.

(i)	Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security.

(n)

Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $62,240,504, representing 19.6% of net assets.

(p)	Payment-in-kind 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.

Portfolio of Investments – continued

(z)

Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities:


Restricted Securities	Acquisition Date	Cost		Value
Bayview Financial Revolving Mortgage Loan Trust, FRN, 1.771%, 2040	3/01/06		$418,265		$201,135
Falcon Franchise Loan LLC, FRN, 8.73%, 2023	1/18/02		18,655		73,385
Falcon Franchise Loan LLC, FRN, 12.468%, 2025	1/29/03		21,992		43,117
Morgan Stanley Capital I, Inc., FRN, 1.403%, 2039	7/20/04		44,469		52,813
Seagate HDD Cayman, 3.75%, 2018	10/31/13		416,000		416,000
Total Restricted Securities					$786,450
% of Net assets					0.2%

The following abbreviations are used in this report and are defined:

CDO

Collateralized Debt Obligation

CLO

Collateralized Loan Obligation

FRN

Floating Rate Note. Interest rate resets periodically and may not be the rate reported at period end.

PLC

Public Limited Company

REIT

Real Estate Investment Trust

Abbreviations indicate amounts shown in currencies other than the U.S. dollar. All amounts are stated in U.S. dollars unless otherwise indicated. A list of abbreviations is shown below:

AUD

Australian Dollar

CAD

Canadian Dollar

DKK

Danish Krone

EUR

Euro

GBP

British Pound

JPY

Japanese Yen

SEK

Swedish Krona

Derivative Contracts at 10/31/13

Forward Foreign Currency Exchange Contracts at 10/31/13

Type

Currency

Counter-
party

Contracts
to
Deliver/
Receive

Settlement
Date Range

In
Exchange
for

Contracts
at Value

Net
Unrealized
Appreciation
(Depreciation)

Asset Derivatives

SELL

AUD

Wespac Banking Corp.

456,714

1/17/14

$432,721

$429,498

$3,223

SELL

CAD

Merrill Lynch International Bank

1,549,129

1/17/14

1,489,859

1,482,903

6,956

$10,179

Portfolio of Investments – continued

Forward Foreign Currency Exchange Contracts at 10/31/13 - continued


Type	Currency	Counter- party	Contracts to Deliver/ Receive		Settlement Date Range	In Exchange for		Contracts at Value		Net Unrealized Appreciation (Depreciation)
Liability Derivatives
SELL	DKK	Deutsche Bank AG		1,701,041	1/17/14		$308,048		$309,852		$(1,804	)
BUY	EUR	Deutsche Bank AG		574,199	1/17/14		791,953		779,703		(12,250	)
BUY	EUR	UBS AG		418,114	1/17/14		576,861		567,756		(9,105	)
SELL	EUR	Goldman Sachs International		2,428,846	1/17/14		3,277,773		3,298,124		(20,351	)
BUY	GBP	Goldman Sachs International		316,116	1/17/14		510,570		506,567		(4,003	)
SELL	GBP	Credit Suisse Group		828,574	1/17/14		1,323,038		1,327,765		(4,727	)
SELL	GBP	Merrill Lynch International Bank		828,574	1/17/14		1,323,946		1,327,765		(3,819	)
BUY	JPY	Goldman Sachs International		246,847,376	1/17/14		2,515,463		2,511,703		(3,760	)
SELL	SEK	Goldman Sachs International		1,114,421	1/17/14		170,887		171,661		(774	)

											$(60,593	)

Futures Contracts Outstanding at 10/31/13


Description	Currency		Contracts		Value	Expiration Date		Unrealized Appreciation (Depreciation)
Liability Derivatives
*Interest Rate Futures*
U.S. Treasury Note 10 yr (Short)		USD		206	$26,236,031		December - 2013		$(605,044	)
U.S. Treasury Bond 30 yr (Short)		USD		13	1,752,563		December - 2013		(49,939	)

									$(654,983	)

At October 31, 2013, the fund had liquid securities with an aggregate value of $430,065 to cover any commitments for certain derivative contracts.

See Notes to Financial Statements

Financial Statements

STATEMENT OF ASSETS AND LIABILITIES

At 10/31/13

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.


Assets
Investments-
Non-affiliated issuers, at value (identified cost, $194,302,097)	$202,793,208
Underlying affiliated funds, at value (identified cost, $109,595,850)	113,306,838
Total investments, at value (identified cost, $303,897,947)	$316,100,046
Receivables for
Forward foreign currency exchange contracts	10,179
Daily variation margin on open futures contracts	34,219
Investments sold	436,610
Fund shares sold	325,292
Interest and dividends	3,060,206
Other assets	3
Total assets	$319,966,555
Liabilities
Payables for
Distributions	$124,248
Forward foreign currency exchange contracts	60,593
Investments purchased	1,069,153
Fund shares reacquired	503,711
Payable to affiliates
Investment adviser	8,813
Shareholder servicing costs	174,392
Distribution and service fees	7,780
Payable for independent Trustees’ compensation	25,308
Accrued expenses and other liabilities	99,678
Total liabilities	$2,073,676
Net assets	$317,892,879
Net assets consist of
Paid-in capital	$318,649,205
Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies	11,502,964
Accumulated net realized gain (loss) on investments and foreign currency	(12,603,704	)
Undistributed net investment income	344,414
Net assets	$317,892,879
Shares of beneficial interest outstanding	47,267,958


	Net assets		Shares outstanding		Net asset value per share (a)
Class A		$218,673,564		32,430,647		$6.74
Class B		37,673,428		5,629,217		6.69
Class C		49,909,843		7,481,732		6.67
Class I		11,636,044		1,726,362		6.74

(a)

Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $7.08 [100 / 95.25 x $6.74]. 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. Redemption price per share was equal to the net asset value per share for Class I.

See Notes to Financial Statements

Financial Statements

STATEMENT OF OPERATIONS

Year ended 10/31/13

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.


Net investment income
Income
Interest	$11,835,341
Dividends	18,433
Dividends from underlying affiliated funds	4,603,124
Total investment income	$16,456,898
Expenses
Management fee	$2,133,880
Distribution and service fees	1,476,748
Shareholder servicing costs	474,799
Administrative services fee	51,915
Independent Trustees’ compensation	9,622
Custodian fee	87,299
Shareholder communications	42,006
Audit and tax fees	63,997
Legal fees	3,250
Miscellaneous	99,075
Total expenses	$4,442,591
Fees paid indirectly	(101	)
Reduction of expenses by investment adviser and distributor	(346,045	)
Net expenses	$4,096,445
Net investment income	$12,360,453
Realized and unrealized gain (loss) on investments and foreign currency
Realized gain (loss) (identified cost basis)
Investments:
Non-affiliated issuers	$2,946,447
Underlying affiliated funds	1,584,564
Futures contracts	641,265
Foreign currency	(267,609	)
Net realized gain (loss) on investments and foreign currency	$4,904,667
Change in unrealized appreciation (depreciation)
Investments	$(11,330,497	)
Futures contracts	(630,335	)
Translation of assets and liabilities in foreign currencies	38,294
Net unrealized gain (loss) on investments and foreign currency translation	$(11,922,538	)
Net realized and unrealized gain (loss) on investments and foreign currency	$(7,017,871	)
Change in net assets from operations	$5,342,582

See Notes to Financial Statements

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.


	Years ended 10/31
	2013			2012
Change in net assets
From operations
Net investment income		$12,360,453			$12,785,142
Net realized gain (loss) on investments and foreign currency		4,904,667			4,208,299
Net unrealized gain (loss) on investments and foreign currency translation		(11,922,538	)		11,890,723
Change in net assets from operations		$5,342,582			$28,884,164
Distributions declared to shareholders
From net investment income		$(14,021,721	)		$(14,036,084	)
Change in net assets from fund share transactions		$(889,377	)		$20,506,833
Total change in net assets		$(9,568,516	)		$35,354,913
Net assets
At beginning of period		327,461,395			292,106,482
At end of period (including undistributed net investment income of $344,414 and $1,625,915, respectively)		$317,892,879			$327,461,395

See Notes to Financial Statements

Financial Statements

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 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.


Class A	Years ended 10/31
	2013			2012			2011			2010			2009
Net asset value, beginning of period		$6.92			$6.60			$6.72			$6.30			$5.43
Income (loss) from investment operations
Net investment income (d)		$0.27			$0.29			$0.31			$0.33			$0.33
Net realized and unrealized gain (loss) on investments and foreign currency		(0.15	)		0.35			(0.10	)		0.44			0.98
Total from investment operations		$0.12			$0.64			$0.21			$0.77			$1.31
Less distributions declared to shareholders
From net investment income		$(0.30	)		$(0.32	)		$(0.33	)		$(0.35	)		$(0.44	)
Net asset value, end of period (x)		$6.74			$6.92			$6.60			$6.72			$6.30
Total return (%) (r)(s)(t)(x)		1.85			9.98			3.24			12.56			25.36
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.15			1.18			1.16			1.18			1.28
Expenses after expense reductions (f)(h)		1.05			1.05			1.05			1.02			0.92
Net investment income		3.95			4.38			4.62			5.14			5.86
Portfolio turnover		34			42			38			49			53
Net assets at end of period (000 omitted)		$218,674			$222,166			$203,155			$216,200			$188,786

See Notes to Financial Statements

Financial Highlights – continued


Class B	Years ended 10/31
	2013			2012			2011			2010			2009
Net asset value, beginning of period		$6.86			$6.54			$6.66			$6.24			$5.38
Income (loss) from investment operations
Net investment income (d)		$0.22			$0.24			$0.26			$0.28			$0.29
Net realized and unrealized gain (loss) on investments and foreign currency		(0.14	)		0.35			(0.10	)		0.44			0.96
Total from investment operations		$0.08			$0.59			$0.16			$0.72			$1.25
Less distributions declared to shareholders
From net investment income		$(0.25	)		$(0.27	)		$(0.28	)		$(0.30	)		$(0.39	)
Net asset value, end of period (x)		$6.69			$6.86			$6.54			$6.66			$6.24
Total return (%) (r)(s)(t)(x)		1.22			9.22			2.45			11.80			24.45
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.91			1.94			1.92			1.94			2.01
Expenses after expense reductions (f)(h)		1.80			1.80			1.80			1.77			1.63
Net investment income		3.24			3.66			3.92			4.46			5.22
Portfolio turnover		34			42			38			49			53
Net assets at end of period (000 omitted)		$37,673			$39,238			$34,112			$39,468			$39,976

Class C	Years ended 10/31
	2013			2012			2011			2010			2009
Net asset value, beginning of period		$6.84			$6.52			$6.64			$6.22			$5.35
Income (loss) from investment operations
Net investment income (d)		$0.22			$0.24			$0.26			$0.28			$0.29
Net realized and unrealized gain (loss) on investments and foreign currency		(0.14	)		0.35			(0.10	)		0.44			0.97
Total from investment operations		$0.08			$0.59			$0.16			$0.72			$1.26
Less distributions declared to shareholders
From net investment income		$(0.25	)		$(0.27	)		$(0.28	)		$(0.30	)		$(0.39	)
Net asset value, end of period (x)		$6.67			$6.84			$6.52			$6.64			$6.22
Total return (%) (r)(s)(t)(x)		1.21			9.23			2.45			11.82			24.74
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.91			1.94			1.92			1.94			2.01
Expenses after expense reductions (f)(h)		1.80			1.80			1.80			1.77			1.64
Net investment income		3.26			3.68			3.94			4.47			5.19
Portfolio turnover		34			42			38			49			53
Net assets at end of period (000 omitted)		$49,910			$54,671			$46,531			$46,789			$37,931

See Notes to Financial Statements

Financial Highlights – continued


Class I	Years ended 10/31
	2013			2012			2011			2010			2009
Net asset value, beginning of period		$6.91			$6.59			$6.72			$6.30			$5.43
Income (loss) from investment operations
Net investment income (d)		$0.29			$0.31			$0.32			$0.35			$0.35
Net realized and unrealized gain (loss) on investments and foreign currency		(0.14	)		0.35			(0.10	)		0.43			0.97
Total from investment operations		$0.15			$0.66			$0.22			$0.78			$1.32
Less distributions declared to shareholders
From net investment income		$(0.32	)		$(0.34	)		$(0.35	)		$(0.36	)		$(0.45	)
Net asset value, end of period (x)		$6.74			$6.91			$6.59			$6.72			$6.30
Total return (%) (r)(s)(x)		2.25			10.27			3.34			12.84			25.71
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.90			0.93			0.91			0.93			1.00
Expenses after expense reductions (f)(h)		0.80			0.80			0.80			0.77			0.64
Net investment income		4.21			4.61			4.83			5.36			6.10
Portfolio turnover		34			42			38			49			53
Net assets at end of period (000 omitted)		$11,636			$11,387			$8,309			$4,823			$2,939

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

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

(h)

For the year ended October 31, 2013, 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.

(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

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS Strategic Income Fund (the fund) is a series of MFS Series Trust VIII (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. The fund invests in the MFS High Yield Pooled Portfolio (“High Yield Pooled Portfolio”). The accounting policies of the High Yield Pooled Portfolio are outlined in its shareholder report, which is available without charge by calling 1-800-225-2606 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 accounting policies detailed in the following paragraphs cover both the fund and the High Yield Pooled Portfolio, both of which are referred to as the fund. The High Yield Pooled Portfolio’s shareholder report is not covered by this report. The fund and the High Yield Pooled Portfolio invest 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. The fund invests in foreign securities. 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.

In June 2013, FASB issued Accounting Standards Update 2013-08 Financial Services –Investment Companies (Topic 946) – Amendments to the Scope, Measurement, and

Notes to Financial Statements – continued

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 the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.

Investment Valuations – The investments of the fund and the High Yield Pooled Portfolio are valued as described below.

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. 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. Short-term instruments with a maturity at issuance of 60 days or less generally are valued at amortized cost, which 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 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.

Notes to Financial Statements – continued

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. 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 the 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. Other financial instruments are derivative instruments not

Notes to Financial Statements – continued

reflected in total investments, such as futures contracts and forward foreign currency exchange contracts. The following is a summary of the levels used as of October 31, 2013 in valuing the fund’s assets or liabilities:


Investments at Value	Level 1			Level 2			Level 3		Total
Equity Securities		$—			$—			$36,409		$36,409
U.S. Treasury Bonds & U.S. Government Agency & Equivalents		—			249,980			—		249,980
Non-U.S. Sovereign Debt		—			46,053,308			—		46,053,308
Municipal Bonds		—			998,476			—		998,476
U.S. Corporate Bonds		—			103,356,636			—		103,356,636
Residential Mortgage-Backed Securities		—			2,446,976			—		2,446,976
Commercial Mortgage-Backed Securities		—			971,810			—		971,810
Asset-Backed Securities (including CDOs)		—			2,038,021			—		2,038,021
Foreign Bonds		—			46,641,592			—		46,641,592
Mutual Funds		113,306,838			—			—		113,306,838
Total Investments		$113,306,838			$202,756,799			$36,409		$316,100,046

Other Financial Instruments
Futures Contracts		$(654,983	)		$—			$—		$(654,983	)
Forward Foreign Currency Exchange Contracts		—			(50,414	)		—		(50,414	)

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

The following is a reconciliation of level 3 assets for which significant unobservable inputs were used to determine fair value. The fund’s policy is to recognize transfers between the levels as of the end of the period. The table presents the activity of level 3 securities held at the beginning and the end of the period.


	Equity Securities
Balance as of 10/31/12		$38,675
Change in unrealized appreciation (depreciation)		(2,266	)
Balance as of 10/31/13		$36,409

The net change in unrealized appreciation (depreciation) from investments still held as level 3 at October 31, 2013 is $(2,266).

Notes to Financial Statements – continued

losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Derivatives – The fund uses 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 fund uses 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.

The derivative instruments used by the fund were futures contracts and forward foreign currency exchange contracts. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.

The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at October 31, 2013 as reported in the Statement of Assets and Liabilities:


		Fair Value (a)
Risk	Derivative Contracts	Asset Derivatives		Liability Derivatives
Interest Rate	Interest Rate Futures		$—		$(654,983	)
Foreign Exchange	Forward Foreign Currency Exchange		10,179		(60,593	)
Total			$10,179		$(715,576	)

(a)	The value of futures contracts outstanding includes cumulative appreciation (depreciation) as reported in the fund’s Portfolio of Investments. Only the current day variation margin for futures contracts is separately reported within the fund’s Statement of Assets and Liabilities.

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended October 31, 2013 as reported in the Statement of Operations:


Risk	Futures Contracts		Foreign Currency
Interest Rate		$641,265		$—
Foreign Exchange		—		(313,597	)
Total		$641,265		$(313,597	)

Notes to Financial Statements – continued

The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the year ended October 31, 2013 as reported in the Statement of Operations:


Risk	Futures Contracts			Translation of Assets and Liabilities in Foreign Currencies
Interest Rate		$(630,335	)		$—
Foreign Exchange		—			38,098
Total		$(630,335	)		$38,098

Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, over-the-counter derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an International Swaps and Derivatives Association (ISDA) Master Agreement on a bilateral basis with each of the counterparties with whom it undertakes a significant volume of transactions. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a certain deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

Collateral and margin requirements differ by type of derivative. Margin requirements are set by the broker or clearing house for cleared derivatives (i.e., futures contracts, cleared swaps, and exchange-traded options) while collateral terms are contract specific for over-the-counter traded derivatives (i.e., forward foreign currency exchange contracts, uncleared swap agreements, and over-the-counter options). For derivatives traded under an ISDA Master Agreement, the collateral requirements are netted across all transactions traded under such agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments.

The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the ISDA Master Agreement does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty.

Purchased Options – The fund purchased call options for a premium. Purchased call options entitle the holder to buy a specified number of shares or units of a particular

Notes to Financial Statements – continued

security, currency or index at a specified price at a specified date or within a specified period of time. Purchasing call options may hedge against an anticipated increase in the dollar cost of securities or currency to be acquired or increase the fund’s exposure to an underlying instrument.

The premium paid is initially recorded as an investment in the Statement of Assets and Liabilities. That investment is subsequently marked-to-market daily with the difference between the premium paid and the market value of the purchased option being recorded as unrealized appreciation or depreciation. Premiums paid for purchased call options which have expired are treated as realized losses on investments in the Statement of Operations. Upon the exercise or closing of a purchased call option, the premium paid is added to the cost of the security or financial instrument purchased.

Whether or not the option is exercised, the fund’s maximum risk of loss from purchasing an option is the amount of premium paid. All option contracts involve credit risk if the counterparty to the option contract fails to perform. For over-the-counter options, this risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and for posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Futures Contracts – The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure, currency exposure, or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a certain percentage of the notional amount of the contract. Subsequent payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the fund until the contract is closed or expires at which point the gain or loss on futures contracts is realized.

The fund bears the risk of interest rates, exchange rates or securities prices moving unexpectedly, in which case, the fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures contracts may present less counterparty risk to the fund since the contracts are exchange traded and the exchange’s clearinghouse guarantees payments to the broker, there is still counterparty credit risk due to the insolvency of the broker. The fund’s maximum risk of loss due to counterparty credit risk is equal to the margin posted by the fund to the broker plus any gains or minus any losses on the outstanding futures contracts.

Forward Foreign Currency Exchange Contracts – The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be used to hedge the fund’s currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive from or use in its normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the fund may enter

Notes to Financial Statements – continued

into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.

Forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the contract settlement date. On contract settlement date, any gain or loss on the contract is recorded as realized gains or losses on foreign currency.

Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, an industry accepted settlement system. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and for posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Swap Agreements – During the period the fund entered into swap agreements. Effective June 10, 2013, certain types of swaps (“cleared swaps”) are required to be centrally cleared under provisions of the Dodd-Frank Regulatory Reform Bill. In a cleared swap transaction, the swap agreement is novated to a central counterparty (the “clearinghouse”) immediately following execution of the swap contract with an executing broker. Thereafter, throughout the term of the cleared swap, the fund interfaces indirectly with the clearinghouse through a clearing broker.

A swap agreement is generally an exchange of cash payments, at specified intervals or upon the occurrence of specified events, between the fund and a counterparty. The net cash payments exchanged are recorded as a realized gain or loss on swap agreements in the Statement of Operations. The value of the swap agreement, which is adjusted daily and includes any related interest accruals to be paid or received by the fund, is recorded in the Statement of Assets and Liabilities. The daily change in value, including any related interest accruals to be paid or received, is recorded as unrealized appreciation or depreciation on swap agreements in the Statement of Operations. The daily change in valuation of centrally cleared swaps is recorded as a receivable or payable for variation margin in the Statement of Assets and Liabilities. Amounts paid or received at the inception of the swap agreement are reflected as premiums paid or received in the Statement of Assets and Liabilities and are amortized using the effective interest method over the term of the agreement. A liquidation payment received or made upon early termination is recorded as a realized gain or loss on swap agreements in the Statement of Operations.

Risks related to swap agreements include the possible lack of a liquid market, unfavorable market and interest rate movements of the underlying instrument and the failure of the counterparty to perform under the terms of the agreements. To address counterparty risk, swap agreements are limited to only highly-rated counterparties. For uncleared swaps, that risk is further reduced by having an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and

Notes to Financial Statements – continued

by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement. Although not covered by an ISDA Master Agreement, the fund’s counterparty risk due to cleared swaps is mitigated by the clearinghouses’ margining requirements and financial safeguards in the event of a clearing broker default.

The fund entered into credit default swap agreements in order to manage its exposure to the market or certain sectors of the market, to reduce its credit risk exposure to defaults of corporate and sovereign issuers or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. In a credit default swap agreement, the protection buyer can make an upfront payment and will make a stream of payments based on a fixed percentage applied to the agreement notional amount to the protection seller in exchange for the right to receive a specified return upon the occurrence of a defined credit event on the reference obligation (which may be either a single security or a basket of securities issued by corporate or sovereign issuers) and, with respect to the rare cases where physical settlement applies, the delivery by the buyer to the seller of a defined deliverable obligation. Although agreement-specific, credit events generally consist of a combination of the following: bankruptcy, failure to pay, restructuring, obligation acceleration, obligation default, or repudiation/moratorium, each as defined in the 2003 ISDA Credit Derivatives Definitions as amended by the relevant agreement. Restructuring is generally not applicable when the reference obligation is issued by a North American corporation and obligation acceleration, obligation default, or repudiation/moratorium are generally only applicable when the reference obligation is issued by a sovereign entity or an entity in an emerging country. Upon determination of the final price for the deliverable obligation (or upon delivery of the deliverable obligation in the case of physical settlement), the difference between the value of the deliverable obligation and the swap agreement’s notional amount is recorded as realized gain or loss on swap agreements in the Statement of Operations.

Credit default swap agreements are considered to have credit-risk-related contingent features since they trigger payment by the protection seller to the protection buyer upon the occurrence of a defined credit event. The maximum amount of future, undiscounted payments that the fund, as protection seller, could be required to make is equal to the swap agreement’s notional amount. The protection seller’s payment obligation would be offset to the extent of the value of the agreement’s deliverable obligation. At October 31, 2013, the fund did not hold any credit default swap agreements at an unrealized loss where it is the protection seller.

The fund’s maximum risk of loss from counterparty risk, either as the protection seller or as the protection buyer, is the fair value of the agreement. For uncleared swaps, counterparty risk is reduced by having an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement. For cleared swaps, the fund’s counterparty risk is mitigated by the clearinghouses’ margining requirements and financial safeguards in the event of a clearing broker default.

Loans and Other Direct Debt Instruments – The fund invests in loans and loan participations or other receivables. These investments may include standby financing

Notes to Financial Statements – continued

commitments, including revolving credit facilities, which obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. The fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, commitment fees, facility fees, consent fees, and prepayment fees. Commitment fees are recorded on an accrual basis as income in the accompanying financial statements. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend and interest payments received in additional securities are recorded on the ex-dividend or ex-interest date in an amount equal to the value of the security on such date. Debt obligations may be placed on non-accrual status or set to accrue at a rate of interest less than the contractual coupon when the collection of all or a portion of interest has become doubtful. Interest income for those debt obligations may be further reduced by the write-off of the related interest receivables when deemed uncollectible.

Notes to Financial Statements – continued

taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Book/tax differences primarily relate to amortization and accretion of debt securities, straddle loss deferrals and derivative transactions.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:


	10/31/13		10/31/12
Ordinary income (including any short-term capital gains)		$14,021,721		$14,036,084

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


As of 10/31/13
Cost of investments	$305,814,920
Gross appreciation	14,354,196
Gross depreciation	(4,069,070	)
Net unrealized appreciation (depreciation)	$10,285,126
Undistributed ordinary income	2,632,641
Capital loss carryforwards	(10,429,548	)
Other temporary differences	(3,244,545	)

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for fund fiscal years beginning after October 31, 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 October 31, 2013, the fund had capital loss carryforwards available to offset future realized gains. Such pre-enactment losses expire as follows:


10/31/16	$(3,691,429	)
10/31/17	(6,738,119	)
Total	$(10,429,548	)

Notes to Financial Statements – continued

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and service fees. The fund’s income and common expenses are allocated to shareholders based on the value of settled shares outstanding of each class. The fund’s realized and unrealized gain (loss) 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. The 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
	Year ended 10/31/13		Year ended 10/31/12
Class A		$10,003,064		$10,057,700
Class B		1,432,711		1,440,802
Class C		1,979,024		2,023,171
Class I		606,922		514,411
Total		$14,021,721		$14,036,084

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at an annual rate of 0.65% of the fund’s average daily net assets. The investment adviser has agreed in writing to reduce its management fee to 0.60% of average daily net assets. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until February 28, 2015. For the year ended October 31, 2013, this waiver amounted to $164,148 and is reflected as a reduction of total expenses in the Statement of Operations. Effective April 1, 2013, MFS has also agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the period April 1, 2013 through October 31, 2013, this management fee reduction amounted to $1,580, which is shown as a reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended October 31, 2013, was equivalent to an annual effective rate of 0.60% of the fund’s average daily net assets.

The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, exclusive of interest, taxes, extraordinary expenses, brokerage and transaction costs and investment-related expenses (such as fees and expenses associated with investments in investment companies and other similar investment vehicles), such that total annual fund operating expenses do not exceed the following rates annually of each class’ average daily net assets:


Class A		Class B			Class C			Class I
	1.05%		1.80	%		1.80	%		0.80	%

Notes to Financial Statements – continued

This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until February 28, 2015. For year ended October 31, 2013, this reduction amounted to $171,202 and is reflected as a reduction of total expenses in the Statement of Operations.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $133,758 for the year ended October 31, 2013, as its portion of the initial sales charge on sales of Class A shares of the fund.

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.

Distribution Plan Fee Table:


	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
Class A		—		0.25%		0.25%		0.25%		$559,364
Class B		0.75%		0.25%		1.00%		1.00%		385,219
Class C		0.75%		0.25%		1.00%		1.00%		532,165
Total Distribution and Service Fees										$1,476,748

(d)

(e)

The annual effective rates represent actual fees incurred under the distribution plan for the year ended October 31, 2013 based on each class’s average daily net assets. Effective January 1, 2013, 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 period January 1, 2013 through October 31, 2013, this rebate amounted to $8,172, $44, and $46 for Class A, Class B, and Class C, respectively, and is reflected as a reduction of total expenses in the Statement of Operations.


	Amount
Class A		$3,297
Class B		47,105
Class C		3,937

Notes to Financial Statements – continued

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended October 31, 2013, the fee was $139,266, which equated to 0.0424% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. For the year ended October 31, 2013, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $335,533.

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. Effective January 1, 2002, accrued benefits under the DB plan for then-current independent Trustees who continued were credited to an unfunded retirement deferral plan (the “Retirement Deferral plan”), which was established for and exists solely with respect to these credited amounts, and is not available for other deferrals by these or other independent Trustees. Although the Retirement Deferral plan is unfunded, amounts deferred under the plan are periodically adjusted for investment experience as if they had been invested in shares of the fund. The DB plan resulted in a pension expense of $221 and the Retirement Deferral plan resulted in an expense of $128. Both amounts are included in independent Trustees’ compensation for the year ended October 31, 2013. The liability for deferred retirement benefits payable to certain independent Trustees under both plans amounted to $25,200 at October 31, 2013, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Notes to Financial Statements – continued

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 year ended October 31, 2013, the aggregate fees paid by the fund to Tarantino LLC and Griffin Compliance LLC were $2,227 and are included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to reimburse the fund for a portion of the payments made by the fund in the amount of $853, which is shown as a reduction of total expenses in the Statement 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.

The fund invests in the High Yield Pooled Portfolio. The High Yield Pooled Portfolio is a mutual fund advised by MFS that does not pay management fees to MFS but does incur investment and operating costs. The High Yield Pooled Portfolio is designed to be used by MFS funds to invest in a particular security type rather than invest in the security type directly. The fund invests in the High Yield Pooled Portfolio to gain exposure to high income debt instruments, rather than investing in high income debt instruments directly.

At close of business on March 22, 2013, the fund and certain other MFS funds transferred high income debt instruments, accrued interest and cash to the High Yield Pooled Portfolio, a series of MFS Series Trust III, in exchange for shares of the High Yield Pooled Portfolio. The purpose of the transaction was to pool the portion of the assets of the fund and certain other MFS funds invested in high income debt instruments in the High Yield Pooled Portfolio. The transfer was accomplished by a tax-free exchange by the fund of investments valued at approximately $107,444,790 with a cost basis of approximately $101,892,713, accrued interest of approximately $2,053,165 and cash of approximately $529,112 for approximately 11,002,707 shares of the High Yield Pooled Portfolio (valued at approximately $110,027,067). For financial reporting purposes, investments transferred and shares received by the fund were recorded at fair value; however, the cost basis of the investments delivered to the High Yield Pooled Portfolio was carried forward to the shares received. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. The High Yield Pooled Portfolio does not pay a management fee, distribution and/or service fee, or sales charge.

(4) Portfolio Securities

Purchases and sales of investments, other than short-term obligations, were as follows:


	Purchases		Sales
U.S. Government securities		$—		$757,292
Investments (non-U.S. Government securities)		$109,271,477		$108,297,403

Notes to Financial Statements – continued

(5) Shares of Beneficial Interest

The 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:


	Year ended 10/31/13						Year ended 10/31/12
	Shares			Amount			Shares			Amount
Shares sold
Class A		7,850,264			$53,441,803			5,212,992			$35,007,449
Class B		1,244,269			8,400,049			1,586,378			10,583,277
Class C		1,669,429			11,218,637			1,990,942			13,218,413
Class I		1,421,745			9,659,042			948,620			6,312,067
		12,185,707			$82,719,531			9,738,932			$65,121,206

Shares issued to shareholders in reinvestment of distributions
Class A		1,279,254			$8,683,893			1,214,324			$8,166,624
Class B		155,169			1,045,000			145,321			969,483
Class C		235,912			1,584,323			218,991			1,456,354
Class I		75,265			510,092			61,918			416,465
		1,745,600			$11,823,308			1,640,554			$11,008,926

Shares reacquired
Class A		(8,814,020	)		$(59,734,159	)		(5,114,592	)		$(34,279,207	)
Class B		(1,486,947	)		(10,012,123	)		(1,230,067	)		(8,161,335	)
Class C		(2,416,054	)		(16,164,686	)		(1,357,375	)		(9,014,642	)
Class I		(1,417,507	)		(9,521,248	)		(624,299	)		(4,168,115	)
		(14,134,528	)		$(95,432,216	)		(8,326,333	)		$(55,623,299	)

Net change
Class A		315,498			$2,391,537			1,312,724			$8,894,866
Class B		(87,509	)		(567,074	)		501,632			3,391,425
Class C		(510,713	)		(3,361,726	)		852,558			5,660,125
Class I		79,503			647,886			386,239			2,560,417
		(203,221	)		$(889,377	)		3,053,153			$20,506,833

(6) Line of Credit

Notes to Financial Statements – continued

based on its borrowings, at a rate equal to the Federal Reserve funds rate plus an agreed upon spread. For the year ended October 31, 2013, the fund’s commitment fee and interest expense were $1,692 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

(7) Transactions in Underlying Affiliated Funds-Affiliated Issuers


Underlying Affiliated Funds	Beginning Shares/Par Amount		Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount			Ending Shares/Par Amount
MFS High Yield Pooled Portfolio		—		11,972,229		(987,672	)		10,984,557
MFS Institutional Money Market Portfolio		8,495,868		77,783,501		(82,159,027	)		4,120,342

Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income			Ending Value
MFS High Yield Pooled Portfolio		$1,584,564		$—		$4,596,755			$109,186,496
MFS Institutional Money Market Portfolio		—		—		6,369			4,120,342
Total		$1,584,564		$—		$4,603,124			$113,306,838

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust VIII and Shareholders of MFS Strategic Income Fund:

We have audited the accompanying statement of assets and liabilities of MFS Strategic Income Fund (the Fund) (one of the portfolios comprising MFS Series Trust VIII), including the portfolio of investments, as of October 31, 2013, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2013, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Strategic Income Fund at October 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

LOGO

Boston, Massachusetts

December 19, 2013

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND


Name, Age	Position(s) Held with Fund	Trustee/Officer Since^(h)	Principal Occupations During the Past Five Years	Other Directorships^(j)
INTERESTED TRUSTEES
Robert J. Manning^(k) (age 50)	Trustee	February 2004	Massachusetts Financial Services Company, Chairman, Chief Executive Officer and Director; President (until 2009); Chief Investment Officer (until 2010)	N/A
INDEPENDENT TRUSTEES
David H. Gunning (age 71)	Trustee and Chair of Trustees	January 2004	Private investor	Lincoln Electric Holdings, Inc. (welding equipment manufacturer), Director; Development Alternatives, Inc. (consulting), Director/Non-Executive Chairman; Portman Limited (mining), Director (until 2008)
Robert E. Butler (age 72)	Trustee	January 2006	Consultant – investment company industry regulatory and compliance matters	N/A
Maureen R. Goldfarb (age 58)	Trustee	January 2009	Private investor	N/A
William R. Gutow (age 72)	Trustee	December 1993	Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman	Texas Donuts (donut franchise), Vice Chairman (until 2010)

Trustees and Officers – continued


Name, Age	Position(s) Held with Fund	Trustee/Officer Since^(h)	Principal Occupations During the Past Five Years	Other Directorships^(j)
Michael Hegarty (age 68)	Trustee	December 2004	Private investor	Brookfield Office Properties, Inc. (real estate), Director; Rouse Properties Inc. (real estate), Director; Capmark Financial Group Inc. (real estate), Director
John P. Kavanaugh (age 59)	Trustee	January 2009	Private investor	N/A
J. Dale Sherratt (age 75)	Trustee	June 1989	Insight Resources, Inc. (acquisition planning specialists), President; Wellfleet Investments (investor in health care companies), Managing General Partner	N/A
Laurie J. Thomsen (age 56)	Trustee	March 2005	Private investor; New Profit, Inc. (venture philanthropy), Executive Partner (until 2010)	The Travelers Companies (insurance), Director
Robert W. Uek (age 72)	Trustee	January 2006	Consultant to investment company industry	N/A
OFFICERS
John M. Corcoran^(k) (age 48)	President	October 2008	Massachusetts Financial Services Company, Senior Vice President (since October 2008); State Street Bank and Trust (financial services provider), Senior Vice President, (until 2008)	N/A
Christopher R. Bohane^(k) (age 39)	Assistant Secretary and Assistant Clerk	July 2005	Massachusetts Financial Services Company, Vice President and Assistant General Counsel	N/A
Kino Clark^(k) (age 45)	Assistant Treasurer	January 2012	Massachusetts Financial Services Company, Vice President	N/A

Trustees and Officers – continued


Name, Age	Position(s) Held with Fund	Trustee/Officer Since^(h)	Principal Occupations During the Past Five Years	Other Directorships^(j)
Thomas H. Connors^(k) (age 54)	Assistant Secretary and Assistant Clerk	September 2012	Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)	N/A
Ethan D. Corey^(k) (age 50)	Assistant Secretary and Assistant Clerk	July 2005	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel	N/A
David L. DiLorenzo^(k) (age 45)	Treasurer	July 2005	Massachusetts Financial Services Company, Senior Vice President	N/A
Robyn L. Griffin (age 38)	Assistant Independent Chief Compliance Officer	August 2008	Griffin Compliance LLC (provider of compliance services), Principal (since August 2008); State Street Corporation (financial services provider), Mutual Fund Administration Assistant Vice President (until 2008)	N/A
Brian E. Langenfeld^(k) (age 40)	Assistant Secretary and Assistant Clerk	June 2006	Massachusetts Financial Services Company, Vice President and Senior Counsel	N/A
Susan S. Newton^(k) (age 63)	Assistant Secretary and Assistant Clerk	May 2005	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel	N/A
Susan A. Pereira^(k) (age 43)	Assistant Secretary and Assistant Clerk	July 2005	Massachusetts Financial Services Company, Vice President and Senior Counsel	N/A

Trustees and Officers – continued


Name, Age	Position(s) Held with Fund	Trustee/Officer Since^(h)	Principal Occupations During the Past Five Years	Other Directorships^(j)
Kasey L. Phillips^(k) (age 42)	Assistant Treasurer	September 2012	Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012)	N/A
Mark N. Polebaum^(k) (age 61)	Secretary and Clerk	January 2006	Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary	N/A
Frank L. Tarantino (age 69)	Independent Chief Compliance Officer	June 2004	Tarantino LLC (provider of compliance services), Principal	N/A
Richard S. Weitzel^(k) (age 43)	Assistant Secretary and Assistant Clerk	October 2007	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel	N/A
James O. Yost^(k) (age 53)	Deputy Treasurer	September 1990	Massachusetts Financial Services Company, Senior Vice President	N/A

(h)

(j)	Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k)

Trustees and Officers – continued

The Statement of Additional Information for the Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.


Investment Adviser		Custodian
Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618		JPMorgan Chase Bank One Chase Manhattan Plaza New York, NY 10081
Distributor		Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618		Ernst & Young LLP 200 Clarendon Street Boston, MA 02116
Portfolio Managers
William Adams
Ward Brown
James Calmas
David Cole
Robert Persons
Matthew Ryan
Erik Weisman

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

Board Review of Investment Advisory Agreement – continued

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.

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 4th quintile for the five-year period ended December 31, 2012 relative to the Lipper performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Lipper Inc. The Trustees considered that MFS has agreed in writing to reduce its advisory fee, and that MFS currently observes an expense limitation for the Fund, each of which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the Lipper data (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each approximately at the Lipper expense group median.

Board Review of Investment Advisory Agreement – continued

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is not subject to any breakpoints. Taking into account the advisory fee waiver and the expense limitation noted above, the Trustees determined not to recommend any advisory fee breakpoints for the Fund at this time. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the group fee waiver was sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

Board Review of Investment Advisory Agreement – continued

Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s 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 Fund were satisfactory.

PROXY VOTING POLICIES AND INFORMATION

QUARTERLY PORTFOLIO DISCLOSURE

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

FURTHER INFORMATION

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2013 income tax forms in January 2014.

rev. 3/11

FACTS

WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?


Why?		Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

• Social Security number and account balances

• Account transactions and transaction history

• Checking account information and wire transfer instructions

When you are no longer our customer, we continue to share your information as described in this notice.


How?		All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.


Reasons we can share your personal information	Does MFS share?	Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes – to offer our products and services to you	No	We don’t share
For joint marketing with other financial companies	No	We don’t share
For our affiliates’ everyday business purposes – information about your transactions and experiences	No	We don’t share
For our affiliates’ everyday business purposes – information about your creditworthiness	No	We don’t share
For nonaffiliates to market to you	No	We don’t share


Questions?		Call 800-225-2606 or go to mfs.com.


Page 2


Who we are
Who is providing this notice?		MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc.


What we do
How does MFS protect my personal information?		To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS collect my personal information?		We collect your personal information, for example, when you •open an account or provide account information •direct us to buy securities or direct us to sell your securities •make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates and other companies.
Why can’t I limit all sharing?		Federal law gives you the right to limit only •sharing for affiliates’ everyday business purposes – information about your creditworthiness •affiliates from using your information to market to you •sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.


Definitions
Affiliates		Companies related by common ownership or control. They can be financial and nonfinancial companies. •MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.
Nonaffiliates		Companies not related by common ownership or control. They can be financial and nonfinancial companies. •MFS does not share with nonaffiliates so they can market to you.
Joint Marketing		A formal agreement between nonaffiliated financial companies that together market financial products or services to you. •MFS doesn’t jointly market.


Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

LOGO

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LOGO

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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.

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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

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.

The Registrant has adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in Form N-CSR that applies to the Registrant’s principal executive officer and principal financial and accounting officer. During the period covered by this report, the Registrant has not amended any provision in its Code of Ethics (the “Code”) that relates to an element of the Code’s definitions 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.

A copy of the Code of Ethics is filed as an exhibit to this Form N-CSR.

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

Messrs. Robert E. Butler, John P. Kavanaugh and Robert W. Uek and Ms. Laurie J. Thomsen, members of the Audit Committee, have been determined by the Board of Trustees in their reasonable business judgment to meet the definition of “audit committee financial expert” as such term is defined in Form N-CSR. In addition, Messrs. Butler, Kavanaugh and Uek and Ms. Thomsen are “independent” members of the Audit Committee (as such term has been defined by the Securities and Exchange Commission in regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002). The Securities and Exchange Commission has stated that the designation of a person as an audit committee financial expert pursuant to this Item 3 on the Form N-CSR does not impose on such a person any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Audit Committee and the Board of Trustees in the absence of such designation or identification.

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Items 4(a) through 4(d) and 4(g):

The Board of Trustees has appointed Deloitte & Touche LLP (“Deloitte”) to serve as independent accountants to a certain series of the Registrant and Ernst & Young LLP (“E&Y”) to serve in the same capacity to the other series of the Registrant (the series referred to collectively as the “Funds” and singularly as a “Fund”). The tables below set forth the audit fees billed to the Funds as well as fees for non-audit services provided to the Funds and/or to the Funds’ investment adviser, Massachusetts Financial Services Company (“MFS”) and to various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Funds (“MFS Related Entities”).

For the fiscal years ended October 31, 2013 and 2012, audit fees billed to the Funds by Deloitte and E&Y were as follows:


	Audit Fees
	2013		2012
Fees billed by Deloitte:
MFS Global Growth Fund		55,956		54,384

	Audit Fees
	2013		2012
Fees billed by E&Y:
MFS Strategic Income Fund		51,999		48,544

For the fiscal years ended October 31, 2013 and 2012, fees billed by Deloitte and E&Y for audit-related, tax and other services provided to the Funds and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

Audit-Related Fees¹

Tax Fees²

All Other Fees³

2013

2012

2013

2012

2013

2012

Fees billed by Deloitte:

To MFS Global Growth Fund

5,919

5,803

1,101

1,133

Audit-Related Fees¹

Tax Fees²

All Other Fees³

2013

2012

2013

2012

2013

2012

Fees billed by Deloitte:

To MFS and MFS Related Entities of MFS Global Growth Fund^*

1,667,472

1,064,074


	Aggregate Fees for Non-audit Services
	2013		2012
Fees Billed by Deloitte:
To MFS Global Growth Fund, MFS and MFS Related Entities^#		1,689,312		1,354,850

Audit-Related Fees¹

Tax Fees²

All Other Fees⁴

2013

2012

2013

2012

2013

2012

Fees billed by E&Y:

To MFS Strategic Income Fund

9,702

9,565

Audit-Related Fees¹

Tax Fees²

All Other Fees⁴

2013

2012

2013

2012

2013

2012

Fees billed by E&Y:

To MFS and MFS Related Entities of MFS Strategic Income Fund^*


	Aggregate Fees for Non-audit Services
	2013		2012
Fees Billed by E&Y:
To Strategic Income Fund, MFS and MFS Related Entities^#		67,702		49,565

^*	This amount reflects the fees billed to MFS and MFS Related Entities for non-audit services relating directly to the operations and financial reporting of the Funds (portions of which services also related to the operations and financial reporting of other funds within the MFS Funds complex).

#	This amount reflects the aggregate fees billed by Deloitte or E&Y, as the case may be, for non-audit services rendered to the Funds and for non-audit services rendered to MFS and the MFS Related Entities.

The fees included under “Audit-Related Fees” are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under ‘‘Audit Fees,’’ including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.

²	The fees included under “Tax Fees” are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis.

³	The fees included under “All Other Fees” are fees for products and services provided by Deloitte other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees,” including fees for services related to review of internal controls and review of Rule 38a-1 compliance program.

⁴	The fees under “All Other Fees” are fees for products and services provided by E&Y other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees”.

Item 4(e)(1):

Set forth below are the policies and procedures established by the Audit Committee of the Board of Trustees relating to the pre-approval of audit and non-audit related services:

To the extent required by applicable law, pre-approval by the Audit Committee of the Board is needed for all audit and permissible non-audit services rendered to the Funds and all permissible non-audit services rendered to MFS or MFS Related Entities if the services relate directly to the operations and financial reporting of the Registrant. Pre-approval is currently on an engagement-by-engagement basis. In the event pre-approval of such services is necessary between regular meetings of the Audit Committee and it is not practical to wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee for approval; provided that the Chair may not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 in each period between regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.

Item 4(e)(2):

None, or 0%, of the services relating to the Audit-Related Fees, Tax Fees and All Other Fees paid by the Fund and MFS and MFS Related Entities relating directly to the operations and financial reporting of the Registrant disclosed above were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (which permits audit committee approval after the start of the engagement with respect to services other than audit, review or attest services, if certain conditions are satisfied).

Item 4(f): Not applicable.

Item 4(h): The Registrant’s Audit Committee has considered whether the provision by a Registrant’s independent registered public accounting firm of non-audit services to MFS and MFS Related Entities that were not pre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrant’s principal auditors.

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: Code of Ethics attached hereto.

(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 Amended and Restated 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.

(Rent) MFS SERIES TRUST VIII


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

Date: December 19, 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 19, 2013


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

Date: December 19, 2013

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


Letter from the Chairman and CEO			1
Portfolio composition			2
Management review			4
Performance summary			7
Expense table			10
Portfolio of investments			12
Statement of assets and liabilities			17
Statement of operations			19
Statements of changes in net assets			20
Financial highlights			21
Notes to financial statements			27
Report of independent registered public accounting firm			38
Trustees and officers			39
Board review of investment advisory agreement			44
Proxy voting policies and information			48
Quarterly portfolio disclosure			48
Further information			48
Federal tax information			48
MFS^® privacy notice			49
Contact information back cover


Letter from the Chairman and CEO			1
Portfolio composition			2
Management review			4
Performance summary			6
Expense table			9
Portfolio of investments			11
Statement of assets and liabilities			24
Statement of operations			25
Statements of changes in net assets			26
Financial highlights			27
Notes to financial statements			30
Report of independent registered public accounting firm			47
Trustees and officers			48
Board review of investment advisory agreement			53
Proxy voting policies and information			57
Quarterly portfolio disclosure			57
Further information			57
Federal tax information			57
MFS^® privacy notice			58
Contact information back cover

MFS Series Trust Viii N-CSRCertified annual shareholder report (management investment company)