UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21780

MFS SERIES TRUST XII

(Exact name of registrant as specified in charter)

500 Boylston Street, Boston, Massachusetts 02116

(Address of principal executive offices) (Zip code)

Susan S. Newton

Massachusetts Financial Services Company

500 Boylston Street

Boston, Massachusetts 02116

(Name and address of agents for service)

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

Date of fiscal year end: April 30*

Date of reporting period: April 30, 2011

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

ITEM 1. REPORTS TO STOCKHOLDERS.

MFS® Lifetime® Funds

MFS^® Lifetime® Retirement Income Fund

MFS® Lifetime® 2010 Fund

MFS® Lifetime® 2020 Fund

MFS® Lifetime® 2030 Fund

MFS® Lifetime® 2040 Fund

MFS® Lifetime® 2050 Fund

ANNUAL REPORT

April 30, 2011

LTF-ANN

MFS® LIFETIME FUNDS

CONTENTS
Letter from the CEO	1
Portfolio composition	2
Management review	8
Performance summary	11
Expense tables	18
Portfolios of investments	25
Statements of assets and liabilities	28
Statements of operations	30
Statements of changes in net assets	31
Financial highlights	32
Notes to financial statements	56
Report of independent registered public accounting firm	73
Trustees and officers	74
Board review of investment advisory agreement	77
Proxy voting policies and information	77
Quarterly portfolio disclosure	77
Further information	77
Federal tax information	77
MFS® privacy notice	78
Contact information    back cover

SIPC Contact Information: You may obtain information about the Securities Investor Protection Corporation (“SIPC”), including the SIPC Brochure, by contacting SIPC either by telephone (1-202-371-8300) or by accessing SIPC’s website address (www.sipc.org).

The report is prepared for the general information of shareholders.

It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

NOT FDIC INSURED Ÿ MAY LOSE VALUE Ÿ NO BANK GUARANTEE

LETTER FROM THE CEO

Dear Shareholders:

After an extended rebound in the financial markets, uncertainty returned in 2010 as investors began to question the durability of the recovery for global economies and markets. That uncertainty led to

increased risk aversion, especially as investors saw the eurozone struggle with the debt woes of many of its members and amid a weakening trend in the global macroeconomic data. Last September, the U.S. Federal Reserve Board’s promises to further loosen monetary policy helped assuage market fears and drive asset prices off their recent lows. A combination of solid earnings and improving economic data gave an additional boost to investor sentiment. For 2011, we are cautiously optimistic

that economic growth will continue to improve and that the global economies will recover from the shocks of the past few years. We expect the pace of recovery worldwide to be uneven and volatile and acknowledge the elevated uncertainty created by events in Japan, Europe, and the Middle East.

As always, we continue to be mindful of the many economic challenges faced at the local, national, and international levels. It is in times such as these that we want to remind investors of the merits of maintaining a long-term view, adhering to basic investing principles such as asset allocation and diversification, and working closely with their advisors to research and identify appropriate investment opportunities.

Respectfully,

Robert J. Manning

Chairman and Chief Executive Officer

MFS Investment Management®

June 17, 2011

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

1

PORTFOLIO COMPOSITION

MFS Lifetime Retirement Income Fund

Portfolio target allocation

Portfolio holdings
MFS Research Bond Fund	22.1%
MFS Limited Maturity Fund	20.0%
MFS Government Securities Fund	10.0%
MFS Inflation-Adjusted Bond Fund	10.0%
MFS Research Fund	8.0%
MFS Global Bond Fund	5.0%
MFS Research International Fund	3.0%
MFS Mid Cap Value Fund	3.0%
MFS High Income Fund	3.0%
MFS Mid Cap Growth Fund	3.0%
MFS Value Fund	2.0%
MFS New Discovery Fund	2.0%
MFS Divsified Target Return Fund	2.0%
MFS Core Growth Fund	2.0%
MFS Global Real Estate Fund	1.0%
MFS Emerging Markets Debt Fund	1.0%
MFS Commodity Strategy Fund	1.0%
MFS International Value Fund	1.0%
MFS International Growth Fund	1.0%
Cash & Other Net Assets	(0.1)%

Portfolio actual allocation

From time to time “Cash & Other Net Assets” may be negative due to timing of cash receipts and/or equivalent exposure from any derivative holdings.

Percentages are based on net assets as of 4/30/11.

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

2

Portfolio Composition – continued

MFS Lifetime 2010 Fund

Portfolio target allocation

Portfolio holdings
MFS Research Bond Fund	22.0%
MFS Limited Maturity Fund	20.0%
MFS Inflation-Adjusted Bond Fund	10.0%
MFS Government Securities Fund	10.0%
MFS Research Fund	8.0%
MFS Global Bond Fund	5.0%
MFS Mid Cap Growth Fund	3.0%
MFS Research International Fund	3.0%
MFS Mid Cap Value Fund	3.0%
MFS High Income Fund	3.0%
MFS New Discovery Fund	2.0%
MFS Divsified Target Return Fund	2.0%
MFS Value Fund	2.0%
MFS Core Growth Fund	2.0%
MFS Commodity Strategy Fund	1.0%
MFS Global Real Estate Fund	1.0%
MFS Emerging Markets Debt Fund	1.0%
MFS International Growth Fund	1.0%
MFS International Value Fund	1.0%
Cash & Other Net Assets (o)	(0.0)%

Portfolio actual allocation

(o) Less than 0.1%.

From time to time “Cash & Other Net Assets” may be negative due to timing of cash receipts and/or equivalent exposure from any derivative holdings.

Percentages are based on net assets as of 4/30/11.

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

3

Portfolio Composition – continued

MFS Lifetime 2020 Fund

Portfolio target allocation

Portfolio holdings
MFS Research Bond Fund	12.5%
MFS Government Securities Fund	10.0%
MFS Value Fund	7.8%
MFS Research Fund	7.8%
MFS Core Growth Fund	7.8%
MFS Mid Cap Value Fund	6.7%
MFS Mid Cap Growth Fund	6.7%
MFS Research International Fund	5.8%
MFS Inflation-Adjusted Bond Fund	5.5%
MFS Global Bond Fund	5.0%
MFS High Income Fund	5.0%
MFS Emerging Markets Debt Fund	3.0%
MFS International Value Fund	2.9%
MFS New Discovery Fund	2.9%
MFS International Growth Fund	2.9%
MFS Commodity Strategy Fund	2.7%
MFS Global Real Estate Fund	1.9%
MFS Limited Maturity Fund	1.1%
MFS Divsified Target Return Fund	1.1%
MFS International New Discovery Fund	0.9%
Cash & Other Net Assets (o)	(0.0)%

Portfolio actual allocation

(o) Less than 0.1%.

From time to time “Cash & Other Net Assets” may be negative due to timing of cash receipts and/or equivalent exposure from any derivative holdings.

Percentages are based on net assets as of 4/30/11.

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

4

Portfolio Composition – continued

MFS Lifetime 2030 Fund

Portfolio target allocation

Portfolio holdings
MFS Value Fund	11.5%
MFS Core Growth Fund	11.5%
MFS Mid Cap Value Fund	9.4%
MFS Mid Cap Growth Fund	9.4%
MFS Research Fund	8.0%
MFS Research International Fund	7.4%
MFS International Value Fund	5.9%
MFS International Growth Fund	5.9%
MFS New Discovery Fund	4.4%
MFS Commodity Strategy Fund	4.4%
MFS Inflation-Adjusted Bond Fund	3.9%
MFS Global Real Estate Fund	3.9%
MFS International New Discovery Fund	2.9%
MFS High Income Fund	2.8%
MFS Research Bond Fund	2.8%
MFS Global Bond Fund	2.2%
MFS Emerging Markets Debt Fund	1.7%
MFS Emerging Markets Equity Fund	1.4%
MFS Divsified Target Return Fund	0.6%
Cash & Other Net Assets (o)	(0.0)%

Portfolio actual allocation

(o) Less than 0.1%.

From time to time “Cash & Other Net Assets” may be negative due to timing of cash receipts and/or equivalent exposure from any derivative holdings.

Percentages are based on net assets as of 4/30/11.

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

5

Portfolio Composition – continued

MFS Lifetime 2040 Fund

Portfolio target allocation

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

Portfolio actual allocation

(o) Less than 0.1%.

From time to time “Cash & Other Net Assets” may be negative due to timing of cash receipts and/or equivalent exposure from any derivative holdings.

Percentages are based on net assets as of 4/30/11.

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

6

Portfolio Composition – continued

MFS Lifetime 2050 Fund

Portfolio target allocation

Portfolio holdings
MFS Core Growth Fund	12.1%
MFS Value Fund	12.1%
MFS Mid Cap Value Fund	10.1%
MFS Mid Cap Growth Fund	10.0%
MFS Research International Fund	8.1%
MFS Research Fund	8.0%
MFS International Value Fund	7.1%
MFS International Growth Fund	7.0%
MFS Commodity Strategy Fund	5.1%
MFS New Discovery Fund	5.0%
MFS Global Real Estate Fund	5.0%
MFS International New Discovery Fund	4.0%
MFS Research Bond Fund	2.5%
MFS Inflation-Adjusted Bond Fund	2.5%
MFS Emerging Markets Equity Fund	2.0%
Cash & Other Net Assets	(0.6)%

Portfolio actual allocation

From time to time “Cash & Other Net Assets” may be negative due to timing of cash receipts and/or equivalent exposure from any derivative holdings.

Percentages are based on net assets as of 4/30/11.

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

7

MANAGEMENT REVIEW

Market environment

After about a year of almost uninterrupted macroeconomic and financial market improvement following the global credit crisis, the second and third quarters of 2010 witnessed heightened risk aversion. This “risk-off” environment derived from a much greater concern surrounding the public-debt profiles of several of the peripheral European countries, as well as a weakening trend in global macroeconomic data. These two dynamics caused most asset prices to retrench significantly, as many questioned the durability of the global recovery.

Towards the middle of the period, the U.S. Federal Reserve (the Fed) indicated that further monetary loosening would be forthcoming if macroeconomic activity did not show signs of improvement. The prospects for, and subsequent implementation of, more easing by the Fed improved market sentiment and drove risk-asset prices markedly higher. The December agreement on a surprisingly large (relative to expectations) expansionary U.S. fiscal package also boosted sentiment. During the subsequent several months, the renewed positive market sentiment, coupled with better indications of global macroeconomic activity, pushed many asset valuations to post-crisis highs. At the same time, global sovereign bond yields initially rose amidst the more “risk-seeking” environment, but fell modestly as the period came to a close.

MFS Lifetime Retirement Income Fund

Summary of results

For the twelve months ended April 30, 2011, Class A shares of the MFS Lifetime Retirement Income Fund (the “fund”) provided a total return of 9.81%, at net asset value. This compares with a return of 5.36% for the fund’s benchmark, the Barclays Capital U.S. Aggregate Bond Index. The fund’s other benchmark, the MFS Lifetime Retirement Income Fund Blended Index (the “Blended Index”), generated a return of 9.02%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and 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.

Contributors to performance

The fund’s allocation to equity funds, particularly the MFS Research Fund, MFS New Discovery Fund, and MFS Mid Cap Growth Fund, was the principal contributor to performance relative to the Blended Index. The fund’s investment in the MFS Research International Fund and MFS Mid Cap Value Fund further supported positive results.

Detractors from performance

During the reporting period, the fund’s allocation to fixed income funds, particularly to the MFS Limited Maturity Fund, detracted from performance relative to the Blended Index.

MFS Lifetime 2010 Fund

Summary of results

For the twelve months ended April 30, 2011, Class A shares of the MFS Lifetime 2010 Fund (the “fund”) provided a total return of 9.73%, at net asset value. This compares with a return of 5.36% for the fund’s benchmark, the Barclays Capital U.S. Aggregate Bond Index. The fund’s other benchmark, the MFS Lifetime 2010 Fund Blended Index (the “Blended Index”), generated a return of 8.91%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and 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.

Contributors to performance

During the reporting period, the principal contributor to performance relative to the Blended Index was the fund’s allocation to equity funds, particularly the MFS Research Fund, MFS New Discovery Fund, and MFS Mid Cap Growth Fund. The fund’s investment in the MFS Research International Fund and MFS Mid Cap Value Fund, which outperformed the broader market, was also positive for relative returns.

Detractors from performance

The fund’s allocation to several fixed income funds, particularly to the MFS Limited Maturity Fund and the MFS Research Bond Fund, detracted from performance relative to the Blended Index.

MFS Lifetime 2020 Fund

Summary of results

For the twelve months ended April 30, 2011, Class A shares of the MFS Lifetime 2020 Fund (the “fund”) provided a total return of 15.11%, at net asset value. This compares with a return of 17.22% for the fund’s benchmark, the Standard & Poor’s 500

8

Management Review – continued

Stock Index. The fund’s other benchmark, the MFS Lifetime 2020 Fund Blended Index (the “Blended Index”), generated a return of 13.05%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and 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.

Detractors from performance

The principal detractor from the fund’s performance relative to the Blended Index was the fund’s allocation to fixed income funds, particularly to the MFS Government Securities Fund, MFS Global Bond Fund, and MFS Research Bond Fund.

Contributors to performance

During the reporting period, the fund’s allocation to equity funds, particularly the MFS Mid Cap Growth Fund, MFS Mid Cap Value Fund, and MFS Research International Fund contributed to relative performance. The fund’s investment in the MFS New Discovery Fund, which significantly outperformed its respective benchmark, the Russell 2000 Growth Index, was also a positive contributor to relative returns.

MFS Lifetime 2030 Fund

Summary of results

For the twelve months ended April 30, 2011, Class A shares of the MFS Lifetime 2030 Fund (the “fund”) provided a total return of 19.70%, at net asset value. This compares with a return of 17.22% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index. The fund’s other benchmark, the MFS Lifetime 2030 Fund Blended Index (the “Blended Index”), generated a return of 17.07%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and 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.

Contributors to performance

During the reporting period, the principal contributor to performance relative to the Blended Index was the fund’s allocation to equity funds, particularly to the MFS New Discovery Fund, MFS Mid Cap Growth Fund, MFS Mid Cap Value Fund, and MFS Research International Fund.

Detractors from performance

The fund’s allocation to fixed income funds, particularly to the MFS Global Bond Fund and MFS Inflation-Adjusted Bond Fund held back performance relative to the Blended Index.

MFS Lifetime 2040 Fund

Summary of results

For the twelve months ended April 30, 2011, Class A shares of the MFS Lifetime 2040 Fund (the “fund”) provided a total return of 20.78%, at net asset value. This compares with a return of 17.22% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index. The fund’s other benchmark, the MFS Lifetime 2040 Fund Blended Index (the “Blended Index”), generated a return of 18.31%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and 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.

Contributors to performance

During the reporting period, the key driver of performance relative to the Blended Index was the fund’s allocation to equity funds, particularly to the MFS New Discovery Fund, MFS Mid Cap Growth Fund, MFS Mid Cap Value Fund, and MFS Research International Fund.

Detractors from performance

The fund’s allocation to fixed income funds, particularly to the MFS Research Bond Fund and MFS Inflation-Adjusted Bond Fund, held back relative performance.

MFS Lifetime 2050 Fund

Summary of results

For the reporting period September 15, 2010 to April 30, 2011, Class A shares of the MFS Lifetime 2050 Fund (the “fund”) provided a total return of 22.20%, at net asset value. This compares with a return of 23.03% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index. The fund’s other benchmark, the MFS Lifetime 2050 Fund Blended Index (the “Blended Index”), generated a return of 20.81%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and 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.

9

Management Review – continued

Detractors from performance

The fund’s allocation to fixed income funds, particularly to the MFS Research Bond Fund and MFS Inflation-Adjusted Bond Fund, held back relative performance.

Contributors to performance

During the reporting period, the key driver of performance relative to the Blended Index was the fund’s allocation to equity funds, particularly to the MFS New Discovery Fund, MFS Mid Cap Growth Fund, MFS Mid Cap Value Fund, and MFS Research International Fund.

Respectfully,

Joseph Flaherty

Portfolio Manager

Note to Shareholders: In April 2011, the Board of Trustees of the funds approved revisions to the target asset class allocations, underlying fund selections and underlying fund target weightings of the funds. These revisions are expected to occur on or before July 1, 2011.

The views expressed in this report are those of the portfolio manager 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.

10

PERFORMANCE SUMMARY THROUGH 4/30/11

The following charts illustrate a representative class of each 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.

MFS Lifetime Retirement Income Fund

Growth of a hypothetical $10,000 investment (t)

Average annual total returns through 4/30/11

Without sales charge

	Share class	Class inception date	1-yr	5-yr	Life (t)
	A	9/29/05	9.81%	6.58%	6.30%
	B	9/29/05	8.99%	5.87%	5.59%
	C	9/29/05	8.89%	5.85%	5.57%
	I	9/29/05	10.07%	6.92%	6.64%
	R1	9/29/05	8.89%	5.83%	5.54%
	R2	9/29/05	9.53%	6.34%	6.05%
	R3	9/29/05	9.70%	6.59%	6.30%
	R4	9/29/05	9.97%	6.89%	6.60%
Comparative benchmarks
	Barclays Capital U.S. Aggregate Bond Index (f)		5.36%	6.33%	5.53%
	MFS Lifetime Retirement Income Fund Blended Index (f)*		9.02%	6.41%	5.99%
With sales charge
	A With Initial Sales Charge (5.75%)		3.49%	5.32%	5.17%
	B With CDSC (Declining over six years from 4% to 0%) (x)		4.99%	5.55%	5.45%
	C With CDSC (1% for 12 months) (x)		7.89%	5.85%	5.57%

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

CDSC – Contingent Deferred Sales Charge.

(f) Source: FactSet Research Systems Inc.

(t) For the period from the class inception date through the stated period end. (See Notes to Performance Summary.)

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

* The table below depicts the individual component weights (in percent) of the blended benchmark (MFS Lifetime Retirement Income Fund Blended Index) at the beginning and at the end of the reporting period:

	4/30/11		4/30/10
Barclays Capital U.S. Aggregate Bond Index		73.00%		72.20%
Standard & Poor’s 500 Stock Index		20.00%		21.40%
MSCI EAFE Index		5.00%		5.40%
FTSE EPRA/NAREIT Developed Real Estate Index		1.00%		1.00%
Dow Jones-UBS Commodity Index		1.00%		N/A

11

Performance Summary – continued

MFS Lifetime 2010 Fund

Growth of a hypothetical $10,000 investment (t)

Average annual total returns through 4/30/11

Without sales charge

	Share class	Class inception date	1-yr		5-yr		Life (t)
	A	9/29/05		9.73%		6.21%		6.41%
	B	9/29/05		8.91%		5.48%		5.69%
	C	9/29/05		8.98%		5.46%		5.66%
	I	9/29/05		10.01%		6.52%		6.73%
	R1	9/29/05		8.92%		5.42%		5.62%
	R2	9/29/05		9.42%		5.93%		6.12%
	R3	9/29/05		9.74%		6.20%		6.40%
	R4	9/29/05		9.93%		6.48%		6.68%
Comparative benchmarks
	Barclays Capital U.S. Aggregate Bond Index (f)		5.36%		6.33%		5.53%
	MFS Lifetime 2010 Fund Blended Index (f)*			8.91%		5.67%		5.76%
With sales charge
	A With Initial Sales Charge (5.75%)			3.42%		4.96%		5.29%
	B With CDSC (Declining over six years from 4% to 0%) (x)			4.91%		5.16%		5.55%
	C With CDSC (1% for 12 months) (x)			7.98%		5.46%		5.66%

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

CDSC – Contingent Deferred Sales Charge.

(f) Source: FactSet Research Systems Inc.

(t) For the period from the class inception date through the stated period end. (See Notes to Performance Summary.)

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

* The weights of the components of the blended benchmark (MFS Lifetime 2010 Fund Blended Index) are designed to change systematically over time on a preset schedule. The table below depicts the individual component weights (in percent) at the beginning and at the end of the reporting period:

	4/30/11		4/30/10
Barclays Capital U.S. Aggregate Bond Index		73.00%		71.11%
Standard & Poor’s 500 Stock Index		20.00%		22.19%
MSCI EAFE Index		5.00%		5.70%
FTSE EPRA/NAREIT Developed Real Estate Index		1.00%		1.00%
Dow Jones-UBS Commodity Index		1.00%		N/A

12

Performance Summary – continued

MFS Lifetime 2020 Fund

Growth of a hypothetical $10,000 investment (t)

Average annual total returns through 4/30/11

Without sales charge

	Share class	Class inception date	1-yr	5-yr	Life (t)
	A	9/29/05	15.11%	4.49%	5.82%
	B	9/29/05	14.23%	3.75%	5.08%
	C	9/29/05	14.27%	3.75%	5.09%
	I	9/29/05	15.39%	4.79%	6.13%
	R1	9/29/05	14.26%	3.72%	5.05%
	R2	9/29/05	14.84%	4.23%	5.56%
	R3	9/29/05	15.18%	4.48%	5.83%
	R4	9/29/05	15.29%	4.75%	6.09%
Comparative benchmarks
	Standard & Poor’s 500 Stock Index (f)		17.22%	2.95%	4.20%
	MFS Lifetime 2020 Fund Blended Index (f)*		13.05%	3.94%	5.11%
With sales charge
	A With Initial Sales Charge (5.75%)		8.49%	3.26%	4.70%
	B With CDSC (Declining over six years from 4% to 0%) (x)		10.23%	3.40%	4.93%
	C With CDSC (1% for 12 months) (x)		13.27%	3.75%	5.09%

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

CDSC – Contingent Deferred Sales Charge.

(f) Source: FactSet Research Systems Inc.

(t) For the period from the class inception date through the stated period end. (See Notes to Performance Summary.)

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

* The weights of the components of the blended benchmark (MFS Lifetime 2020 Fund Blended Index) are designed to change systematically over time on a preset schedule. The table below depicts the individual component weights (in percent) at the beginning and at the end of the reporting period:

	4/30/11		4/30/10
Barclays Capital U.S. Aggregate Bond Index		43.00%		38.59%
Standard & Poor’s 500 Stock Index		39.80%		45.29%
MSCI EAFE Index		12.50%		14.01%
FTSE EPRA/NAREIT Developed Real Estate Index		1.90%		2.11%
Dow Jones-UBS Commodity Index		2.80%		N/A

13

Performance Summary – continued

MFS Lifetime 2030 Fund

Growth of a hypothetical $10,000 investment (t)

Average annual total returns through 4/30/11

Without sales charge

	Share class	Class inception date	1-yr	5-yr	Life (t)
	A	9/29/05	19.70%	3.35%	5.23%
	B	9/29/05	18.69%	2.61%	4.49%
	C	9/29/05	18.81%	2.61%	4.50%
	I	9/29/05	19.85%	3.64%	5.54%
	R1	9/29/05	18.76%	2.58%	4.45%
	R2	9/29/05	19.38%	3.08%	4.95%
	R3	9/29/05	19.73%	3.34%	5.21%
	R4	9/29/05	19.87%	3.60%	5.49%
Comparative benchmarks
	Standard & Poor’s 500 Stock Index (f)		17.22%	2.95%	4.20%
	MFS Lifetime 2030 Fund Blended Index (f)*		17.07%	2.93%	4.55%
With sales charge
	A With Initial Sales Charge (5.75%)		12.82%	2.13%	4.12%
	B With CDSC (Declining over six years from 4% to 0%) (x)		14.69%	2.25%	4.34%
	C With CDSC (1% for 12 months) (x)		17.81%	2.61%	4.50%

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

CDSC – Contingent Deferred Sales Charge.

(f) Source: FactSet Research Systems Inc.

(t) For the period from the class inception date through the stated period end. (See Notes to Performance Summary.)

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

* The weights of the components of the blended benchmark (MFS Lifetime 2030 Fund Blended Index) are designed to change systematically over time on a preset schedule. The table below depicts the individual component weights (in percent) at the beginning and at the end of the reporting period:

	4/30/11		4/30/10
Standard & Poor’s 500 Stock Index		54.33%		58.88%
MSCI EAFE Index		23.68%		24.95%
Barclays Capital U.S. Aggregate Bond Index		13.64%		12.06%
Dow Jones-UBS Commodity Index		4.45%		N/A
FTSE EPRA/NAREIT Developed Real Estate Index		3.90%		4.11%

14

Performance Summary – continued

MFS Lifetime 2040 Fund

Growth of a hypothetical $10,000 investment (t)

Average annual total returns through 4/30/11

Without sales charge

	Share class	Class inception date	1-yr	5-yr	Life (t)
	A	9/29/05	20.78%	3.12%	5.02%
	B	9/29/05	20.00%	2.40%	4.31%
	C	9/29/05	19.93%	2.41%	4.31%
	I	9/29/05	21.16%	3.44%	5.35%
	R1	9/29/05	19.90%	2.37%	4.26%
	R2	9/29/05	20.58%	2.87%	4.78%
	R3	9/29/05	20.78%	3.12%	5.03%
	R4	9/29/05	21.05%	3.39%	5.31%
Comparative benchmarks
	Standard & Poor’s 500 Stock Index (f)		17.22%	2.95%	4.20%
	MFS Lifetime 2040 Fund Blended Index (f)*		18.31%	2.76%	4.40%
With sales charge
	A With Initial Sales Charge (5.75%)		13.84%	1.90%	3.91%
	B With CDSC (Declining over six years from 4% to 0%) (x)		16.00%	2.03%	4.16%
	C With CDSC (1% for 12 months) (x)		18.93%	2.41%	4.31%

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

CDSC – Contingent Deferred Sales Charge.

(f) Source: FactSet Research Systems Inc.

(t) For the period from the class inception date through the stated period end. (See Notes to Performance Summary.)

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

* The weights of the components of the blended benchmark (MFS Lifetime 2040 Fund Blended Index) are designed to change systematically over time on a preset schedule. The table below depicts the individual component weights (in percent) at the beginning and at the end of the reporting period:

	4/30/11		4/30/10
Standard & Poor’s 500 Stock Index		57.00%		62.00%
MSCI EAFE Index		28.00%		28.00%
Barclays Capital U.S. Aggregate Bond Index		5.00%		5.00%
FTSE EPRA/NAREIT Developed Real Estate Index		5.00%		5.00%
Dow Jones-UBS Commodity Index		5.00%		N/A

15

Performance Summary – continued

MFS Lifetime 2050 Fund

Growth of a hypothetical $10,000 investment (t)

Average annual total returns through 4/30/11

Without sales charge

	Share class	Class inception date	Life (t)
	A	9/15/10	22.20%
	B	9/15/10	21.70%
	C	9/15/10	21.70%
	I	9/15/10	22.45%
	R1	9/15/10	21.70%
	R2	9/15/10	22.07%
	R3	9/15/10	22.26%
	R4	9/15/10	22.45%
Comparative benchmarks
	Standard & Poor’s 500 Stock Index (f)		23.03%
	MFS Lifetime 2050 Fund Blended Index (f)*		20.81%
With sales charge
	A With Initial Sales Charge (5.75%)		15.18%
	B With CDSC (Declining over six years from 4% to 0%) (x)		17.70%
	C With CDSC (1% for 12 months) (x)		20.70%

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

CDSC – Contingent Deferred Sales Charge.

(f) Source: FactSet Research Systems Inc.

(t) For the period from the class inception date through the stated period end. (See Notes to Performance Summary.)

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

* The weights of the components of the blended benchmark (MFS Lifetime 2050 Fund Blended Index) are designed to change systematically over time on a preset schedule. The table below depicts the individual component weights (in percent) at the beginning and at the end of the reporting period:

	4/30/11		4/30/10
Standard & Poor’s 500 Stock Index		57.00%		N/A
MSCI EAFE Index		28.00%		N/A
Barclays Capital U.S. Aggregate Bond Index		5.00%		N/A
FTSE EPRA/NAREIT Developed Real Estate Index		5.00%		N/A
Dow Jones-UBS Commodity Index		5.00%		N/A

16

Performance Summary – continued

Benchmark Definitions

Barclays Capital U.S. Aggregate Bond Index – a market capitalization-weighted index that measures the performance of the U.S. investment-grade, fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities with at least one year to final maturity.

Dow Jones-UBS Commodity Index – a highly liquid and diversified benchmark for the commodity futures market. The index tracks trades on futures contracts for physical commodities, such as energy (petroleum, gas), precious metals (gold, silver), industrial metals (zinc, copper), grains (corn, wheat), livestock (pork bellies), among others, and are traded in a variety of currencies.

FTSE EPRA/NAREIT Developed Real Estate Index – measures the performance of eligible real estate equities worldwide that generate a majority of their revenue and income through the ownership, disposure and development of income-producing real estate.

MSCI EAFE (Europe, Australasia, Far East) Index- a market capitalization-weighted index that is designed to measure equity market performance in the developed markets, excluding the U.S. and Canada.

Standard & Poor’s 500 Stock Index – a market capitalization-weighted index of 500 widely held equity securities, designed to measure broad U.S. equity performance.

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.

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

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

17

EXPENSE TABLES

Fund expenses borne by the shareholders during the period, November 1, 2010 through April 30, 2011

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

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period November 1, 2010 through April 30, 2011.

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.

18

Expense Tables – continued

MFS LIFETIME RETIREMENT INCOME FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 11/01/10		Ending Account Value 4/30/11		Expenses Paid During Period (p) 11/01/10-4/30/11
A	Actual		0.25%		$1,000.00		$1,050.32		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
B	Actual		1.00%		$1,000.00		$1,047.36		$5.08
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,046.44		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,052.55		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,046.40		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,049.95		$2.54
	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,050.33		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,051.60		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00

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

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

19

Expense Tables – continued

MFS LIFETIME 2010 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 11/01/10		Ending Account Value 4/30/11		Expenses Paid During Period (p) 11/01/10-4/30/11
A	Actual		0.25%		$1,000.00		$1,050.77		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
B	Actual		1.00%		$1,000.00		$1,047.11		$5.08
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,047.45		$5.08
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,052.78		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,047.77		$5.08
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,049.35		$2.54
	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,050.91		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,051.98		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00

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

(p) Expenses paid is equal to each class’ 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.

20

Expense Tables – continued

MFS LIFETIME 2020 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 11/01/10		Ending Account Value 4/30/11		Expenses Paid During Period (p) 11/01/10-4/30/11
A	Actual		0.25%		$1,000.00		$1,099.80		$1.30
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
B	Actual		1.00%		$1,000.00		$1,095.19		$5.19
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,095.23		$5.20
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,100.64		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,095.36		$5.20
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,099.02		$2.60
	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,099.51		$1.30
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,100.73		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00

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

(p) Expenses paid is equal to each class’ 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.

21

Expense Tables – continued

MFS LIFETIME 2030 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 11/01/10		Ending Account Value 4/30/11		Expenses Paid During Period (p) 11/01/10-4/30/11
A	Actual		0.25%		$1,000.00		$1,142.59		$1.33
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
B	Actual		1.00%		$1,000.00		$1,137.08		$5.30
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,138.14		$5.30
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,143.12		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,137.65		$5.30
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,141.43		$2.65
	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,142.75		$1.33
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,143.27		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00

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

(p) Expenses paid is equal to each class’ 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.

22

Expense Tables – continued

MFS LIFETIME 2040 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 11/01/10		Ending Account Value 4/30/11		Expenses Paid During Period (p) 11/01/10-4/30/11
A	Actual		0.25%		$1,000.00		$1,153.16		$1.33
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
B	Actual		1.00%		$1,000.00		$1,148.92		$5.33
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,149.08		$5.33
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,154.61		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,148.81		$5.33
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,152.01		$2.67
	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,153.11		$1.33
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,154.77		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00

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

(p) Expenses paid is equal to each class’ 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.

23

Expense Tables – continued

MFS LIFETIME 2050 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 11/01/10		Ending Account Value 4/30/11		Expenses Paid During Period (p) 11/01/10-4/30/11
A	Actual		0.25%		$1,000.00		$1,152.86		$1.33
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
B	Actual		1.00%		$1,000.00		$1,149.17		$5.33
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,149.17		$5.33
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,155.14		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,149.17		$5.33
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,152.70		$2.67
	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,153.38		$1.33
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,155.14		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00

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

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

24

PORTFOLIOS OF INVESTMENTS

4/30/11

These Portfolios of Investments are a complete list of all securities owned by the funds. They are categorized by broad-based asset classes.

MFS LIFETIME RETIREMENT INCOME FUND

Underlying Affiliated Funds - 100.1%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class I		70,131	$	1,016,902
MFS Core Growth Fund - Class I (a)		103,713		2,033,805
MFS Diversified Target Return Fund - Class I		220,826		2,033,805
MFS Emerging Markets Debt Fund - Class I		69,556		1,016,902
MFS Global Bond Fund - Class I		469,051		5,084,512
MFS Global Real Estate Fund - Class I		67,793		1,016,903
MFS Government Securities Fund - Class I		998,922		10,169,025
MFS High Income Fund - Class I		856,940		3,050,707
MFS Inflation-Adjusted Bond Fund - Class I		956,634		10,169,025
MFS International Growth Fund - Class I		35,756		1,016,902
MFS International Value Fund - Class I		36,566		1,016,902
MFS Limited Maturity Fund - Class I		3,290,946		20,338,049
MFS Mid Cap Growth Fund - Class I (a)		298,212		3,050,707
MFS Mid Cap Value Fund - Class I		207,531		3,050,707
MFS New Discovery Fund - Class I		71,714		2,033,805
MFS Research Bond Fund - Class I		2,116,542		22,371,854
MFS Research Fund - Class I		297,449		8,135,220
MFS Research International Fund - Class I		176,853		3,050,707
MFS Value Fund - Class I		81,745		2,033,815
Total Underlying Affiliated Funds (Identified Cost, $90,125,649)			$	101,690,254
Money Market Funds (v) - 0.0%
MFS Institutional Money Market Portfolio, 0.16%, at Cost and Net Asset Value		6,884	$	6,884
Total Investments (Identified Cost, $90,132,533)			$	101,697,138
Other Assets, Less Liabilities - (0.1)%				(62,388)
Net Assets - 100.0%			$	101,634,750
MFS LIFETIME 2010 FUND
Underlying Affiliated Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class I		39,374	$	570,920
MFS Core Growth Fund - Class I (a)		58,228		1,141,843
MFS Diversified Target Return Fund - Class I		123,978		1,141,840
MFS Emerging Markets Debt Fund - Class I		39,051		570,920
MFS Global Bond Fund - Class I		263,339		2,854,600
MFS Global Real Estate Fund - Class I		38,062		570,923
MFS Government Securities Fund - Class I		560,825		5,709,200
MFS High Income Fund - Class I		481,112		1,712,760
MFS Inflation-Adjusted Bond Fund - Class I		537,084		5,709,200
MFS International Growth Fund - Class I		20,075		570,920
MFS International Value Fund - Class I		20,529		570,920
MFS Limited Maturity Fund - Class I		1,847,638		11,418,400
MFS Mid Cap Growth Fund - Class I (a)		167,425		1,712,760
MFS Mid Cap Value Fund - Class I		116,514		1,712,760
MFS New Discovery Fund - Class I		40,262		1,141,840
MFS Research Bond Fund - Class I		1,188,291		12,560,240
MFS Research Fund - Class I		166,997		4,567,360
MFS Research International Fund - Class I		99,290		1,712,760
MFS Value Fund - Class I		45,895		1,141,856
Total Underlying Affiliated Funds (Identified Cost, $47,732,335)			$	57,092,022
Money Market Funds (v) - 0.1%
MFS Institutional Money Market Portfolio, 0.16%, at Cost and Net Asset Value		57,679	$	57,679
Total Investments (Identified Cost, $47,790,014)			$	57,149,701
Other Assets, Less Liabilities - (0.1)%				(81,355)
Net Assets - 100.0%			$	57,068,346

See Portfolio Footnotes and Notes to Financial Statements

25

Portfolios of Investments – continued

MFS LIFETIME 2020 FUND
Underlying Affiliated Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class I		257,667	$	3,736,180
MFS Core Growth Fund - Class I (a)		539,861		10,586,673
MFS Diversified Target Return Fund - Class I		162,658		1,498,081
MFS Emerging Markets Debt Fund - Class I		277,481		4,056,767
MFS Global Bond Fund - Class I		626,630		6,792,672
MFS Global Real Estate Fund - Class I		170,962		2,564,434
MFS Government Securities Fund - Class I		1,322,688		13,464,965
MFS High Income Fund - Class I		1,897,679		6,755,739
MFS Inflation-Adjusted Bond Fund - Class I		705,073		7,494,921
MFS International Growth Fund - Class I		138,244		3,931,655
MFS International New Discovery Fund - Class I		49,524		1,206,889
MFS International Value Fund - Class I		142,322		3,957,972
MFS Limited Maturity Fund - Class I		243,584		1,505,348
MFS Mid Cap Growth Fund - Class I (a)		881,337		9,016,078
MFS Mid Cap Value Fund - Class I		616,490		9,062,399
MFS New Discovery Fund - Class I		138,802		3,936,420
MFS Research Bond Fund - Class I		1,602,971		16,943,402
MFS Research Fund - Class I		387,276		10,591,993
MFS Research International Fund - Class I		456,384		7,872,632
MFS Value Fund - Class I		426,076		10,600,762
Total Underlying Affiliated Funds (Identified Cost, $113,258,808)			$	135,575,982
Money Market Funds (v) - 0.0%
MFS Institutional Money Market Portfolio, 0.16%, at Cost and Net Asset Value		11	$	11
Total Investments (Identified Cost, $113,258,819)			$	135,575,993
Other Assets, Less Liabilities - (0.0)%				(40,773)
Net Assets - 100.0%			$	135,535,220
MFS LIFETIME 2030 FUND
Underlying Affiliated Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class I		311,908	$	4,522,666
MFS Core Growth Fund - Class I (a)		595,224		11,672,335
MFS Diversified Target Return Fund - Class I		61,489		566,316
MFS Emerging Markets Debt Fund - Class I		116,673		1,705,765
MFS Emerging Markets Equity Fund - Class I		39,717		1,468,349
MFS Global Bond Fund - Class I		210,128		2,277,785
MFS Global Real Estate Fund - Class I		264,073		3,961,096
MFS High Income Fund - Class I		798,036		2,841,008
MFS Inflation-Adjusted Bond Fund - Class I		373,011		3,965,107
MFS International Growth Fund - Class I		211,049		6,002,232
MFS International New Discovery Fund - Class I		120,707		2,941,636
MFS International Value Fund - Class I		215,941		6,005,332
MFS Mid Cap Growth Fund - Class I (a)		941,246		9,628,944
MFS Mid Cap Value Fund - Class I		655,220		9,631,735
MFS New Discovery Fund - Class I		159,797		4,531,849
MFS Research Bond Fund - Class I		267,656		2,829,123
MFS Research Fund - Class I		298,414		8,161,627
MFS Research International Fund - Class I		440,147		7,592,539
MFS Value Fund - Class I		469,185		11,673,319
Total Underlying Affiliated Funds (Identified Cost, $80,790,385)			$	101,978,763
Money Market Funds (v) - 0.0%
MFS Institutional Money Market Portfolio, 0.16%, at Cost and Net Asset Value		11	$	11
Total Investments (Identified Cost, $80,790,396)			$	101,978,774
Other Assets, Less Liabilities - (0.0)%				(32,753)
Net Assets - 100.0%			$	101,946,021

See Portfolio Footnotes and Notes to Financial Statements

26

Portfolios of Investments – continued

MFS LIFETIME 2040 FUND
Underlying Affiliated Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class I		245,083	$	3,553,704
MFS Core Growth Fund - Class I (a)		435,474		8,539,643
MFS Emerging Markets Equity Fund - Class I		38,377		1,418,808
MFS Global Real Estate Fund - Class I		237,168		3,557,513
MFS Inflation-Adjusted Bond Fund - Class I		166,865		1,773,780
MFS International Growth Fund - Class I		175,169		4,981,819
MFS International New Discovery Fund - Class I		116,811		2,846,688
MFS International Value Fund - Class I		179,246		4,984,823
MFS Mid Cap Growth Fund - Class I (a)		695,055		7,110,417
MFS Mid Cap Value Fund - Class I		484,106		7,116,360
MFS New Discovery Fund - Class I		125,489		3,558,861
MFS Research Bond Fund - Class I		167,807		1,773,721
MFS Research Fund - Class I		208,173		5,693,531
MFS Research International Fund - Class I		330,096		5,694,153
MFS Value Fund - Class I		343,261		8,540,342
Total Underlying Affiliated Funds (Identified Cost, $54,688,016)			$	71,144,163
Money Market Funds (v) - 0.0%
MFS Institutional Money Market Portfolio, 0.16%, at Cost and Net Asset Value		4,270	$	4,270
Total Investments (Identified Cost, $54,692,286)			$	71,148,433
Other Assets, Less Liabilities - (0.0)%				(15,205)
Net Assets - 100.0%			$	71,133,228
MFS LIFETIME 2050 FUND
Underlying Affiliated Funds - 100.6%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class I		9,922	$	143,872
MFS Core Growth Fund - Class I (a)		17,462		342,431
MFS Emerging Markets Equity Fund - Class I		1,543		57,036
MFS Global Real Estate Fund - Class I		9,497		142,447
MFS Inflation-Adjusted Bond Fund - Class I		6,708		71,304
MFS International Growth Fund - Class I		7,029		199,900
MFS International New Discovery Fund - Class I		4,681		114,075
MFS International Value Fund - Class I		7,206		200,390
MFS Mid Cap Growth Fund - Class I (a)		27,863		285,041
MFS Mid Cap Value Fund - Class I		19,408		285,294
MFS New Discovery Fund - Class I		5,041		142,959
MFS Research Bond Fund - Class I		6,747		71,313
MFS Research Fund - Class I		8,345		228,236
MFS Research International Fund - Class I		13,239		228,381
MFS Value Fund - Class I		13,753		342,167
Total Underlying Affiliated Funds (Identified Cost, $2,484,690)			$	2,854,846
Money Market Funds (v) - 0.4%
MFS Institutional Money Market Portfolio, 0.16%, at Cost and Net Asset Value		12,511	$	12,511
Total Investments (Identified Cost, $2,497,201)			$	2,867,357
Other Assets, Less Liabilities - (1.0)%				(28,151)
Net Assets - 100.0%			$	2,839,206

(a) Non-income producing security.

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

See Notes to Financial Statements

27

Financial Statements

STATEMENTS OF ASSETS AND LIABILITIES

At 4/30/11

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

	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund			MFS Lifetime 2020 Fund			MFS Lifetime 2030 Fund			MFS Lifetime 2040 Fund			MFS Lifetime 2050 Fund
Assets
Investments –
Underlying affiliated funds, at value (Identified cost, $90,132,533, $47,790,014, $113,258,819, $80,790,396, $54,692,286, and $2,497,201, respectively)		$101,697,138			$57,149,701			$135,575,993			$101,978,774			$71,148,433			$2,867,357
Receivables for
Investments sold		762,970			512,091			174,255			502,494			269,296			—
Fund shares sold		799,348			352,422			526,678			226,540			140,844			7,646
Receivable from investment adviser		21,758			14,925			18,057			15,852			13,631			10,679
Other assets		783			620			1,111			850			652			69
Total assets		$103,281,997			$58,029,759			$136,296,094			$102,724,510			$71,572,856			$2,885,751
Liabilities
Payable to custodian		$—			$—			$141,264			$28,494			$—			$—
Payables for
Distributions		26,252			—			—			—			—			—
Investments purchased		740,548			329,185			62,906			150,113			86,302			20,156
Fund shares reacquired		828,772			587,572			504,958			550,802			307,151			—
Payable to affiliates
Shareholder servicing costs		1,097			1,987			3,632			3,192			2,290			2,070
Distribution and service fees		4,771			2,473			5,532			4,002			2,858			83
Payable for independent Trustees’ compensation		7			8			7			9			5			6
Accrued expenses and other liabilities		45,800			40,188			42,575			41,877			41,022			24,230
Total liabilities		$1,647,247			$961,413			$760,874			$778,489			$439,628			$46,545
Net assets		$101,634,750			$57,068,346			$135,535,220			$101,946,021			$71,133,228			$2,839,206
Net assets consist of
Paid-in capital		$92,734,341			$51,302,610			$124,975,163			$91,832,035			$61,455,556			$2,464,215
Unrealized appreciation (depreciation) on investments		11,564,605			9,359,687			22,317,174			21,188,378			16,456,147			370,156
Accumulated net realized gain (loss) on investments		(2,630,833	)		(3,963,793	)		(12,248,947	)		(11,132,139	)		(6,778,475	)		4,835
Accumulated undistributed (distributions in excess of) net investment income		(33,363	)		369,842			491,830			57,747			—			—
Net assets		$101,634,750			$57,068,346			$135,535,220			$101,946,021			$71,133,228			$2,839,206

28

Statements of Assets and Liabilities – continued

	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2030 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2050 Fund
Net Assets
Class A		$36,344,978		$12,831,177		$27,869,223		$15,665,484		$10,259,819		$1,835,997
Class B		5,419,346		2,763,637		5,648,563		3,995,891		2,243,743		171,693
Class C		32,200,011		6,205,722		9,726,526		5,593,721		3,597,075		166,754
Class I		5,374,560		603,186		1,488,475		3,008,824		2,972,156		154,846
Class R1		3,507,213		4,348,212		9,508,830		6,557,746		5,203,879		121,686
Class R2		12,771,321		23,777,460		61,509,046		48,253,329		38,605,905		122,282
Class R3		5,882,890		6,277,550		19,343,851		18,169,132		7,751,949		143,517
Class R4		134,431		261,402		440,706		701,894		498,702		122,431
Total net assets		$101,634,750		$57,068,346		$135,535,220		$101,946,021		$71,133,228		$2,839,206
Shares of beneficial interest outstanding
Class A		3,213,049		1,062,740		2,401,090		1,375,966		907,068		151,981
Class B		478,950		230,721		490,235		354,404		199,522		14,240
Class C		2,846,189		523,024		851,044		497,811		322,436		13,830
Class I		474,880		49,736		127,625		263,140		261,391		12,798
Class R1		309,816		366,105		827,033		581,455		465,439		10,092
Class R2		1,128,309		1,984,904		5,332,303		4,271,352		3,435,509		10,124
Class R3		519,920		519,775		1,665,376		1,598,599		685,458		11,872
Class R4		11,871		21,578		37,824		61,450		43,889		10,120
Total shares of beneficial interest outstanding		8,982,984		4,758,583		11,732,530		9,004,177		6,320,712		235,057
Class A shares
Net asset value per share
(net assets/shares of beneficial interest outstanding)		$11.31		$12.07		$11.61		$11.39		$11.31		$12.08
Offering price per share (100 / 94.25 × net asset value per share)		$12.00		$12.81		$12.32		$12.08		$12.00		$12.82
Class B shares
Net asset value and offering price per share
(net assets/shares of beneficial interest outstanding)		$11.32		$11.98		$11.52		$11.27		$11.25		$12.06
Class C shares
Net asset value and offering price per share
(net assets/shares of beneficial interest outstanding)		$11.31		$11.87		$11.43		$11.24		$11.16		$12.06
Class I shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$11.32		$12.13		$11.66		$11.43		$11.37		$12.10
Class R1 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$11.32		$11.88		$11.50		$11.28		$11.18		$12.06
Class R2 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$11.32		$11.98		$11.54		$11.30		$11.24		$12.08
Class R3 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$11.31		$12.08		$11.62		$11.37		$11.31		$12.09
Class R4 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$11.32		$12.11		$11.65		$11.42		$11.36		$12.10

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

See Notes to Financial Statements

29

Financial Statements

STATEMENTS OF OPERATIONS

Year ended 4/30/11

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

	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund			MFS Lifetime 2020 Fund			MFS Lifetime 2030 Fund			MFS Lifetime 2040 Fund			MFS Lifetime 2050 Fund (c)
Net investment income
Dividends from underlying affiliated funds		$2,216,859			$1,492,629			$2,548,576			$1,175,822			$660,640			$21,114
Interest		380			125			160			165			174			432
Total investment income		$2,217,239			$1,492,754			$2,548,736			$1,175,987			$660,814			$21,546
Expenses
Distribution and service fees		427,607			271,476			579,330			401,863			280,417			4,575
Shareholder servicing costs		8,432			11,662			23,826			21,477			15,272			2,144
Administrative services fee		17,500			17,500			17,500			17,500			17,500			10,933
Independent Trustees’ compensation		2,124			2,008			4,129			3,493			2,030			323
Custodian fee		19,023			9,538			14,791			12,392			10,734			5,770
Shareholder communications		8,412			9,763			10,918			10,139			9,697			2,820
Auditing fees		30,944			30,944			30,944			30,944			30,944			17,980
Legal fees		1,116			738			1,828			1,239			798			17
Registration fees		100,695			94,290			100,937			96,272			92,917			12,184
Miscellaneous		16,867			16,102			18,184			17,029			16,124			10,203
Total expenses		$632,720			$464,021			$802,387			$612,348			$476,433			$66,949
Fees paid indirectly		(6	)		—			—			(20	)		(4	)		—
Reduction of expenses by investment adviser		(184,213	)		(175,742	)		(186,609	)		(185,583	)		(179,081	)		(62,373	)
Net expenses		$448,501			$288,279			$615,778			$426,745			$297,348			$4,576
Net investment income		$1,768,738			$1,204,475			$1,932,958			$749,242			$363,466			$16,970
Realized and unrealized gain (loss) on investments
Realized gain (loss) (identified cost basis)
Investment transactions from underlying affiliated funds		$(122,137	)		$411,581			$(905,350	)		$(1,210,148	)		$(764,290	)		$827
Capital gain distributions from underlying affiliated funds		235,135			159,924			576,985			623,680			480,997			12,215
Net realized gain (loss) on investments		$112,998			$571,505			$(328,365	)		$(586,468	)		$(283,293	)		$13,042
Change in unrealized appreciation (depreciation)
Investments		$5,787,359			$3,056,334			$15,500,635			$15,977,462			$11,825,537			$370,156
Net realized and unrealized gain (loss) on investments		$5,900,357			$3,627,839			$15,172,270			$15,390,994			$11,542,244			$383,198
Change in net assets from operations		$7,669,095			$4,832,314			$17,105,228			$16,140,236			$11,905,710			$400,168

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

See Notes to Financial Statements

30

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.

Year ended 4/30/11	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund			MFS Lifetime 2020 Fund			MFS Lifetime 2030 Fund			MFS Lifetime 2040 Fund			MFS Lifetime 2050 Fund (c)
Change in net assets
From operations
Net investment income		$1,768,738			$1,204,475			$1,932,958			$749,242			$363,466			$16,970
Net realized gain (loss) on investments		112,998			571,505			(328,365	)		(586,468	)		(283,293	)		13,042
Net unrealized gain (loss) on investments		5,787,359			3,056,334			15,500,635			15,977,462			11,825,537			370,156
Change in net assets from operations		$7,669,095			$4,832,314			$17,105,228			$16,140,236			$11,905,710			$400,168
Distributions declared to shareholders
From net investment income		$(1,950,527	)		$(1,287,003	)		$(2,275,051	)		$(1,185,021	)		$(715,994	)		$(25,000	)
Change in net assets from fund share transactions		$39,599,997			$5,631,487			$14,928,962			$13,109,081			$10,067,732			$2,464,038
Total change in net assets		$45,318,565			$9,176,798			$29,759,139			$28,064,296			$21,257,448			$2,839,206
Net assets
At beginning of period		56,316,185			47,891,548			105,776,081			73,881,725			49,875,780			$—
At end of period		$101,634,750			$57,068,346			$135,535,220			$101,946,021			$71,133,228			$2,839,206
Accumulated undistributed (distributions in excess of) net investment income included in net assets at end of period		$(33,363	)		$369,842			$491,830			$57,747			$—			$—

Year ended 4/30/10	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund			MFS Lifetime 2020 Fund			MFS Lifetime 2030 Fund			MFS Lifetime 2040 Fund
Change in net assets
From operations
Net investment income		$1,104,698			$1,152,798			$1,792,605			$729,672			$400,108
Net realized gain (loss) on investments		(3,350	)		123,082			(1,227,547	)		(237,592	)		(233,714	)
Net unrealized gain (loss) on investments		5,369,124			6,198,417			22,729,655			17,204,177			11,867,852
Change in net assets from operations		$6,470,472			$7,474,297			$23,294,713			$17,696,257			$12,034,246
Distributions declared to shareholders
From net investment income		$(1,165,688	)		$(1,180,001	)		$(2,090,006	)		$(1,106,052	)		$(760,037	)
From net realized gain on investments		(6,251	)		—			—			—			—
Total distributions declared to shareholders		$(1,171,939	)		$(1,180,001	)		$(2,090,006	)		$(1,106,052	)		$(760,037	)
Change in net assets from fund share transactions		$29,772,233			$10,522,875			$17,177,903			$16,101,603			$12,294,450
Total change in net assets		$35,070,766			$16,817,171			$38,382,610			$32,691,808			$23,568,659
Net assets
At beginning of period		21,245,419			31,074,377			67,393,471			41,189,917			26,307,121
At end of period		$56,316,185			$47,891,548			$105,776,081			$73,881,725			$49,875,780
Accumulated undistributed (distributions in excess of) net investment income included in net assets at end of period		$(1,152	)		$348,221			$413,298			$39,656			$—

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

See Notes to Financial Statements

31

Financial Statements

FINANCIAL HIGHLIGHTS

MFS LIFETIME RETIREMENT INCOME FUND

The financial highlights table is intended to help you understand the fund 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.

	Years ended 4/30
Class A	2011			2010			2009			2008			2007
Net asset value, beginning of period		$10.59			$9.00			$10.09			$10.36			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.28			$0.32			$0.34			$0.40			$0.39
Net realized and unrealized gain (loss) on investments		0.74			1.61			(1.04	)		(0.13	)		0.36
Total from investment operations		$1.02			$1.93			$(0.70	)		$0.27			$0.75
Less distributions declared to shareholders
From net investment income		$(0.30	)		$(0.34	)		$(0.35	)		$(0.42	)		$(0.38	)
From net realized gain on investments		—			(0.00	)(w)		(0.04	)		(0.12	)		(0.01	)
Total distributions declared to shareholders		$(0.30	)		$(0.34	)		$(0.39	)		$(0.54	)		$(0.39	)
Net asset value, end of period		$11.31			$10.59			$9.00			$10.09			$10.36
Total return (%) (r)(s)(t)		9.81			21.68			(6.90	)		2.67			7.67
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.52			0.70			1.23			1.61			3.79
Expenses after expense reductions (f)(h)		0.28			0.35			0.43			0.46			0.45
Net investment income		2.61			3.20			3.72			4.01			3.79
Portfolio turnover		20			12			58			61			22
Net assets at end of period (000 omitted)		$36,345			$21,257			$4,940			$3,397			$1,954
	Years ended 4/30
Class B	2011			2010			2009			2008			2007
Net asset value, beginning of period		$10.60			$9.00			$10.09			$10.36			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.20			$0.25			$0.28			$0.35			$0.32
Net realized and unrealized gain (loss) on investments		0.74			1.61			(1.05	)		(0.15	)		0.37
Total from investment operations		$0.94			$1.86			$(0.77	)		$0.20			$0.69
Less distributions declared to shareholders
From net investment income		$(0.22	)		$(0.26	)		$(0.28	)		$(0.35	)		$(0.32	)
From net realized gain on investments		—			(0.00	)(w)		(0.04	)		(0.12	)		(0.01	)
Total distributions declared to shareholders		$(0.22	)		$(0.26	)		$(0.32	)		$(0.47	)		$(0.33	)
Net asset value, end of period		$11.32			$10.60			$9.00			$10.09			$10.36
Total return (%) (r)(s)(t)		8.99			20.90			(7.52	)		2.01			6.98
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.27			1.48			1.91			2.28			4.46
Expenses after expense reductions (f)(h)		1.03			1.10			1.10			1.11			1.10
Net investment income		1.85			2.47			3.11			3.41			3.14
Portfolio turnover		20			12			58			61			22
Net assets at end of period (000 omitted)		$5,419			$3,104			$1,377			$771			$630

See Notes to Financial Statements

32

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

	Years ended 4/30
Class C	2011			2010			2009			2008			2007
Net asset value, beginning of period		$10.60			$9.00			$10.10			$10.36			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.20			$0.25			$0.29			$0.35			$0.31
Net realized and unrealized gain (loss) on investments		0.73			1.61			(1.07	)		(0.14	)		0.38
Total from investment operations		$0.93			$1.86			$(0.78	)		$0.21			$0.69
Less distributions declared to shareholders
From net investment income		$(0.22	)		$(0.26	)		$(0.28	)		$(0.35	)		$(0.32	)
From net realized gain on investments		—			(0.00	)(w)		(0.04	)		(0.12	)		(0.01	)
Total distributions declared to shareholders		$(0.22	)		$(0.26	)		$(0.32	)		$(0.47	)		$(0.33	)
Net asset value, end of period		$11.31			$10.60			$9.00			$10.10			$10.36
Total return (%) (r)(s)(t)		8.89			20.90			(7.61	)		2.11			6.98
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.26			1.43			1.88			2.28			4.35
Expenses after expense reductions (f)(h)		1.03			1.10			1.10			1.11			1.10
Net investment income		1.82			2.46			3.20			3.40			3.09
Portfolio turnover		20			12			58			61			22
Net assets at end of period (000 omitted)		$32,200			$15,484			$2,808			$1,034			$778
	Years ended 4/30
Class I	2011			2010			2009			2008			2007
Net asset value, beginning of period		$10.60			$9.00			$10.10			$10.36			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.32			$0.34			$0.37			$0.40			$0.41
Net realized and unrealized gain (loss) on investments		0.73			1.62			(1.05	)		(0.08	)		0.38
Total from investment operations		$1.05			$1.96			$(0.68	)		$0.32			$0.79
Less distributions declared to shareholders
From net investment income		$(0.33	)		$(0.36	)		$(0.38	)		$(0.46	)		$(0.42	)
From net realized gain on investments		—			(0.00	)(w)		(0.04	)		(0.12	)		(0.01	)
Total distributions declared to shareholders		$(0.33	)		$(0.36	)		$(0.42	)		$(0.58	)		$(0.43	)
Net asset value, end of period		$11.32			$10.60			$9.00			$10.10			$10.36
Total return (%) (r)(s)		10.07			22.09			(6.68	)		3.14			8.04
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.26			0.45			0.90			1.17			3.50
Expenses after expense reductions (f)(h)		0.01			0.10			0.10			0.11			0.10
Net investment income		2.91			3.33			4.07			4.16			4.14
Portfolio turnover		20			12			58			61			22
Net assets at end of period (000 omitted)		$5,375			$557			$198			$203			$67

See Notes to Financial Statements

33

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

	Years ended 4/30
Class R1	2011			2010			2009			2008			2007
Net asset value, beginning of period		$10.61			$9.01			$10.10			$10.35			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.21			$0.25			$0.29			$0.39			$0.32
Net realized and unrealized gain (loss) on investments		0.72			1.61			(1.06	)		(0.17	)		0.35
Total from investment operations		$0.93			$1.86			$(0.77	)		$0.22			$0.67
Less distributions declared to shareholders
From net investment income		$(0.22	)		$(0.26	)		$(0.28	)		$(0.35	)		$(0.31	)
From net realized gain on investments		—			(0.00	)(w)		(0.04	)		(0.12	)		(0.01	)
Total distributions declared to shareholders		$(0.22	)		$(0.26	)		$(0.32	)		$(0.47	)		$(0.32	)
Net asset value, end of period		$11.32			$10.61			$9.01			$10.10			$10.35
Total return (%) (r)(s)		8.89			20.88			(7.51	)		2.13			6.77
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.25			1.51			1.91			2.43			4.65
Expenses after expense reductions (f)(h)		1.02			1.10			1.10			1.19			1.20
Net investment income		1.90			2.47			3.12			3.57			3.04
Portfolio turnover		20			12			58			61			22
Net assets at end of period (000 omitted)		$3,507			$1,023			$691			$645			$1,162
	Years ended 4/30
Class R2	2011			2010			2009			2008			2007
Net asset value, beginning of period		$10.60			$9.00			$10.09			$10.36			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.25			$0.30			$0.33			$0.38			$0.38
Net realized and unrealized gain (loss) on investments		0.74			1.61			(1.05	)		(0.13	)		0.34
Total from investment operations		$0.99			$1.91			$(0.72	)		$0.25			$0.72
Less distributions declared to shareholders
From net investment income		$(0.27	)		$(0.31	)		$(0.33	)		$(0.40	)		$(0.35	)
From net realized gain on investments		—			(0.00	)(w)		(0.04	)		(0.12	)		(0.01	)
Total distributions declared to shareholders		$(0.27	)		$(0.31	)		$(0.37	)		$(0.52	)		$(0.36	)
Net asset value, end of period		$11.32			$10.60			$9.00			$10.09			$10.36
Total return (%) (r)(s)		9.53			21.49			(7.05	)		2.42			7.35
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.77			0.99			1.40			1.84			4.23
Expenses after expense reductions (f)(h)		0.53			0.60			0.60			0.69			0.75
Net investment income		2.35			2.98			3.57			3.76			3.50
Portfolio turnover		20			12			58			61			22
Net assets at end of period (000 omitted)		$12,771			$10,624			$6,102			$6,504			$1,314

See Notes to Financial Statements

34

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

	Years ended 4/30
Class R3	2011			2010			2009			2008			2007
Net asset value, beginning of period		$10.60			$8.99			$10.09			$10.35			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.28			$0.33			$0.35			$0.44			$0.36
Net realized and unrealized gain (loss) on investments		0.73			1.62			(1.06	)		(0.16	)		0.38
Total from investment operations		$1.01			$1.95			$(0.71	)		$0.28			$0.74
Less distributions declared to shareholders
From net investment income		$(0.30	)		$(0.34	)		$(0.35	)		$(0.42	)		$(0.38	)
From net realized gain on investments		—			(0.00	)(w)		(0.04	)		(0.12	)		(0.01	)
Total distributions declared to shareholders		$(0.30	)		$(0.34	)		$(0.39	)		$(0.54	)		$(0.39	)
Net asset value, end of period		$11.31			$10.60			$8.99			$10.09			$10.35
Total return (%) (r)(s)		9.70			21.93			(6.92	)		2.77			7.51
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.52			0.77			1.15			1.66			3.57
Expenses after expense reductions (f)(h)		0.28			0.35			0.35			0.45			0.50
Net investment income		2.60			3.29			3.82			4.14			3.62
Portfolio turnover		20			12			58			61			22
Net assets at end of period (000 omitted)		$5,883			$4,151			$5,071			$5,616			$660
	Years ended 4/30
Class R4	2011			2010			2009			2008			2007
Net asset value, beginning of period		$10.61			$9.00			$10.10			$10.37			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.31			$0.34			$0.37			$0.44			$0.41
Net realized and unrealized gain (loss) on investments		0.73			1.63			(1.05	)		(0.14	)		0.38
Total from investment operations		$1.04			$1.97			$(0.68	)		$0.30			$0.79
Less distributions declared to shareholders
From net investment income		$(0.33	)		$(0.36	)		$(0.38	)		$(0.45	)		$(0.41	)
From net realized gain on investments		—			(0.00	)(w)		(0.04	)		(0.12	)		(0.01	)
Total distributions declared to shareholders		$(0.33	)		$(0.36	)		$(0.42	)		$(0.57	)		$(0.42	)
Net asset value, end of period		$11.32			$10.61			$9.00			$10.10			$10.37
Total return (%) (r)(s)		9.97			22.21			(6.67	)		2.97			8.04
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.27			0.47			0.88			1.42			3.58
Expenses after expense reductions (f)(h)		0.03			0.10			0.10			0.16			0.20
Net investment income		2.82			3.38			3.97			4.28			4.04
Portfolio turnover		20			12			58			61			22
Net assets at end of period (000 omitted)		$134			$116			$58			$172			$55

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

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

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying 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 funds have varied expense and fee levels and the fund may own different proportions of the underlying 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.

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

See Notes to Financial Statements

35

Financial Highlights – continued

MFS LIFETIME 2010 FUND

The financial highlights table is intended to help you understand the fund 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.

	Years ended 4/30
Class A	2011			2010			2009			2008			2007
Net asset value, beginning of period		$11.30			$9.51			$10.98			$11.08			$10.39
Income (loss) from investment operations
Net investment income (d)		$0.30			$0.34			$0.34			$0.37			$0.35
Net realized and unrealized gain (loss) on investments		0.78			1.78			(1.45	)		(0.07	)		0.56
Total from investment operations		$1.08			$2.12			$(1.11	)		$0.30			$0.91
Less distributions declared to shareholders
From net investment income		$(0.31	)		$(0.33	)		$(0.35	)		$(0.25	)		$(0.20	)
From net realized gain on investments		—			—			(0.01	)		(0.15	)		(0.02	)
Total distributions declared to shareholders		$(0.31	)		$(0.33	)		$(0.36	)		$(0.40	)		$(0.22	)
Net asset value, end of period		$12.07			$11.30			$9.51			$10.98			$11.08
Total return (%) (r)(s)(t)		9.73			22.39			(9.89	)		2.65			8.80
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.62			0.68			0.90			1.19			2.63
Expenses after expense reductions (f)(h)		0.28			0.35			0.43			0.45			0.45
Net investment income		2.59			3.16			3.44			3.42			3.25
Portfolio turnover		29			14			62			22			27
Net assets at end of period (000 omitted)		$12,831			$9,605			$6,136			$5,308			$3,058
	Years ended 4/30
Class B	2011			2010			2009			2008			2007
Net asset value, beginning of period		$11.22			$9.44			$10.91			$11.02			$10.37
Income (loss) from investment operations
Net investment income (d)		$0.21			$0.26			$0.27			$0.29			$0.28
Net realized and unrealized gain (loss) on investments		0.78			1.77			(1.43	)		(0.07	)		0.54
Total from investment operations		$0.99			$2.03			$(1.16	)		$0.22			$0.82
Less distributions declared to shareholders
From net investment income		$(0.23	)		$(0.25	)		$(0.30	)		$(0.18	)		$(0.15	)
From net realized gain on investments		—			—			(0.01	)		(0.15	)		(0.02	)
Total distributions declared to shareholders		$(0.23	)		$(0.25	)		$(0.31	)		$(0.33	)		$(0.17	)
Net asset value, end of period		$11.98			$11.22			$9.44			$10.91			$11.02
Total return (%) (r)(s)(t)		8.91			21.57			(10.46	)		2.01			7.99
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.37			1.44			1.57			1.85			3.41
Expenses after expense reductions (f)(h)		1.03			1.10			1.10			1.10			1.10
Net investment income		1.84			2.42			2.77			2.75			2.59
Portfolio turnover		29			14			62			22			27
Net assets at end of period (000 omitted)		$2,764			$2,096			$1,762			$1,578			$677

See Notes to Financial Statements

36

Financial Highlights – continued

MFS LIFETIME 2010 FUND – continued

	Years ended 4/30
Class C	2011			2010			2009			2008			2007
Net asset value, beginning of period		$11.13			$9.40			$10.89			$11.02			$10.37
Income (loss) from investment operations
Net investment income (d)		$0.21			$0.26			$0.27			$0.31			$0.27
Net realized and unrealized gain (loss) on investments		0.78			1.75			(1.44	)		(0.09	)		0.56
Total from investment operations		$0.99			$2.01			$(1.17	)		$0.22			$0.83
Less distributions declared to shareholders
From net investment income		$(0.25	)		$(0.28	)		$(0.31	)		$(0.20	)		$(0.16	)
From net realized gain on investments		—			—			(0.01	)		(0.15	)		(0.02	)
Total distributions declared to shareholders		$(0.25	)		$(0.28	)		$(0.32	)		$(0.35	)		$(0.18	)
Net asset value, end of period		$11.87			$11.13			$9.40			$10.89			$11.02
Total return (%) (r)(s)(t)		8.98			21.44			(10.52	)		1.98			8.01
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.37			1.42			1.58			1.87			3.41
Expenses after expense reductions (f)(h)		1.03			1.10			1.10			1.10			1.10
Net investment income		1.86			2.42			2.79			2.80			2.60
Portfolio turnover		29			14			62			22			27
Net assets at end of period (000 omitted)		$6,206			$4,243			$2,138			$946			$522
	Years ended 4/30
Class I	2011			2010			2009			2008			2007
Net asset value, beginning of period		$11.35			$9.54			$11.02			$11.11			$10.41
Income (loss) from investment operations
Net investment income (d)		$0.33			$0.37			$0.37			$0.43			$0.36
Net realized and unrealized gain (loss) on investments		0.79			1.79			(1.46	)		(0.09	)		0.57
Total from investment operations		$1.12			$2.16			$(1.09	)		$0.34			$0.93
Less distributions declared to shareholders
From net investment income		$(0.34	)		$(0.35	)		$(0.38	)		$(0.28	)		$(0.21	)
From net realized gain on investments		—			—			(0.01	)		(0.15	)		(0.02	)
Total distributions declared to shareholders		$(0.34	)		$(0.35	)		$(0.39	)		$(0.43	)		$(0.23	)
Net asset value, end of period		$12.13			$11.35			$9.54			$11.02			$11.11
Total return (%) (r)(s)		10.01			22.79			(9.64	)		3.02			9.05
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.37			0.44			0.55			0.84			2.63
Expenses after expense reductions (f)(h)		0.03			0.10			0.10			0.10			0.10
Net investment income		2.82			3.45			3.66			3.81			3.53
Portfolio turnover		29			14			62			22			27
Net assets at end of period (000 omitted)		$603			$499			$370			$521			$546

See Notes to Financial Statements

37

Financial Highlights – continued

MFS LIFETIME 2010 FUND – continued

	Years ended 4/30
Class R1	2011			2010			2009			2008			2007
Net asset value, beginning of period		$11.14			$9.39			$10.85			$10.99			$10.37
Income (loss) from investment operations
Net investment income (d)		$0.21			$0.26			$0.27			$0.29			$0.26
Net realized and unrealized gain (loss) on investments		0.77			1.75			(1.43	)		(0.08	)		0.55
Total from investment operations		$0.98			$2.01			$(1.16	)		$0.21			$0.81
Less distributions declared to shareholders
From net investment income		$(0.24	)		$(0.26	)		$(0.29	)		$(0.20	)		$(0.17	)
From net realized gain on investments		—			—			(0.01	)		(0.15	)		(0.02	)
Total distributions declared to shareholders		$(0.24	)		$(0.26	)		$(0.30	)		$(0.35	)		$(0.19	)
Net asset value, end of period		$11.88			$11.14			$9.39			$10.85			$10.99
Total return (%) (r)(s)		8.92			21.52			(10.49	)		1.91			7.84
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.37			1.43			1.57			1.88			3.39
Expenses after expense reductions (f)(h)		1.03			1.10			1.10			1.17			1.20
Net investment income		1.86			2.44			2.78			2.65			2.53
Portfolio turnover		29			14			62			22			27
Net assets at end of period (000 omitted)		$4,348			$3,622			$2,636			$2,442			$829
	Years ended 4/30
Class R2	2011			2010			2009			2008			2007
Net asset value, beginning of period		$11.22			$9.45			$10.92			$11.04			$10.38
Income (loss) from investment operations
Net investment income (d)		$0.27			$0.31			$0.32			$0.34			$0.32
Net realized and unrealized gain (loss) on investments		0.77			1.77			(1.44	)		(0.07	)		0.54
Total from investment operations		$1.04			$2.08			$(1.12	)		$0.27			$0.86
Less distributions declared to shareholders
From net investment income		$(0.28	)		$(0.31	)		$(0.34	)		$(0.24	)		$(0.18	)
From net realized gain on investments		—			—			(0.01	)		(0.15	)		(0.02	)
Total distributions declared to shareholders		$(0.28	)		$(0.31	)		$(0.35	)		$(0.39	)		$(0.20	)
Net asset value, end of period		$11.98			$11.22			$9.45			$10.92			$11.04
Total return (%) (r)(s)		9.42			22.11			(10.06	)		2.40			8.36
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.87			0.92			1.07			1.46			3.03
Expenses after expense reductions (f)(h)		0.53			0.60			0.60			0.68			0.75
Net investment income		2.34			2.93			3.28			3.21			2.94
Portfolio turnover		29			14			62			22			27
Net assets at end of period (000 omitted)		$23,777			$22,114			$13,266			$13,184			$2,794

See Notes to Financial Statements

38

Financial Highlights – continued

MFS LIFETIME 2010 FUND – continued

	Years ended 4/30
Class R3	2011			2010			2009			2008			2007
Net asset value, beginning of period		$11.30			$9.51			$10.98			$11.07			$10.39
Income (loss) from investment operations
Net investment income (d)		$0.29			$0.34			$0.35			$0.39			$0.35
Net realized and unrealized gain (loss) on investments		0.80			1.78			(1.46	)		(0.09	)		0.54
Total from investment operations		$1.09			$2.12			$(1.11	)		$0.30			$0.89
Less distributions declared to shareholders
From net investment income		$(0.31	)		$(0.33	)		$(0.35	)		$(0.24	)		$(0.19	)
From net realized gain on investments		—			—			(0.01	)		(0.15	)		(0.02	)
Total distributions declared to shareholders		$(0.31	)		$(0.33	)		$(0.36	)		$(0.39	)		$(0.21	)
Net asset value, end of period		$12.08			$11.30			$9.51			$10.98			$11.07
Total return (%) (r)(s)		9.74			22.39			(9.85	)		2.68			8.67
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.62			0.69			0.81			1.21			2.47
Expenses after expense reductions (f)(h)		0.28			0.35			0.35			0.45			0.50
Net investment income		2.55			3.19			3.49			3.44			3.14
Portfolio turnover		29			14			62			22			27
Net assets at end of period (000 omitted)		$6,278			$5,536			$4,658			$5,796			$4,685
	Years ended 4/30
Class R4	2011			2010			2009			2008			2007
Net asset value, beginning of period		$11.34			$9.53			$11.01			$11.11			$10.40
Income (loss) from investment operations
Net investment income (d)		$0.33			$0.36			$0.37			$0.42			$0.37
Net realized and unrealized gain (loss) on investments		0.78			1.80			(1.46	)		(0.10	)		0.57
Total from investment operations		$1.11			$2.16			$(1.09	)		$0.32			$0.94
Less distributions declared to shareholders
From net investment income		$(0.34	)		$(0.35	)		$(0.38	)		$(0.27	)		$(0.21	)
From net realized gain on investments		—			—			(0.01	)		(0.15	)		(0.02	)
Total distributions declared to shareholders		$(0.34	)		$(0.35	)		$(0.39	)		$(0.42	)		$(0.23	)
Net asset value, end of period		$12.11			$11.34			$9.53			$11.01			$11.11
Total return (%) (r)(s)		9.93			22.81			(9.64	)		2.89			9.06
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.37			0.43			0.52			0.98			2.80
Expenses after expense reductions (f)(h)		0.04			0.10			0.10			0.15			0.20
Net investment income		2.84			3.39			3.48			3.84			3.46
Portfolio turnover		29			14			62			22			27
Net assets at end of period (000 omitted)		$261			$176			$108			$582			$57

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

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

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying 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 funds have varied expense and fee levels and the fund may own different proportions of the underlying 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.

See Notes to Financial Statements

39

Financial Highlights – continued

MFS LIFETIME 2020 FUND

The financial highlights table is intended to help you understand the fund 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.

	Years ended 4/30
Class A	2011			2010			2009			2008			2007
Net asset value, beginning of period		$10.30			$7.97			$11.36			$11.85			$10.85
Income (loss) from investment operations
Net investment income (d)		$0.20			$0.22			$0.21			$0.22			$0.18
Net realized and unrealized gain (loss) on investments		1.34			2.36			(3.28	)		(0.15	)		1.03
Total from investment operations		$1.54			$2.58			$(3.07	)		$0.07			$1.21
Less distributions declared to shareholders
From net investment income		$(0.23	)		$(0.25	)		$(0.26	)		$(0.24	)		$(0.15	)
From net realized gain on investments		—			—			(0.06	)		(0.32	)		(0.06	)
Total distributions declared to shareholders		$(0.23	)		$(0.25	)		$(0.32	)		$(0.56	)		$(0.21	)
Net asset value, end of period		$11.61			$10.30			$7.97			$11.36			$11.85
Total return (%) (r)(s)(t)		15.11			32.47			(26.93	)		0.47			11.26
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.44			0.46			0.60			0.74			1.26
Expenses after expense reductions (f)(h)		0.28			0.35			0.43			0.45			0.45
Net investment income		1.91			2.28			2.35			1.86			1.63
Portfolio turnover		19			9			38			15			7
Net assets at end of period (000 omitted)		$27,869			$20,097			$10,928			$10,843			$8,188
	Years ended 4/30
Class B	2011			2010			2009			2008			2007
Net asset value, beginning of period		$10.23			$7.92			$11.28			$11.79			$10.82
Income (loss) from investment operations
Net investment income (d)		$0.12			$0.15			$0.15			$0.14			$0.11
Net realized and unrealized gain (loss) on investments		1.33			2.34			(3.26	)		(0.15	)		1.02
Total from investment operations		$1.45			$2.49			$(3.11	)		$(0.01	)		$1.13
Less distributions declared to shareholders
From net investment income		$(0.16	)		$(0.18	)		$(0.19	)		$(0.18	)		$(0.10	)
From net realized gain on investments		—			—			(0.06	)		(0.32	)		(0.06	)
Total distributions declared to shareholders		$(0.16	)		$(0.18	)		$(0.25	)		$(0.50	)		$(0.16	)
Net asset value, end of period		$11.52			$10.23			$7.92			$11.28			$11.79
Total return (%) (r)(s)(t)		14.23			31.53			(27.49	)		(0.23	)		10.57
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.19			1.22			1.26			1.39			1.92
Expenses after expense reductions (f)(h)		1.03			1.10			1.10			1.10			1.10
Net investment income		1.16			1.55			1.63			1.23			1.01
Portfolio turnover		19			9			38			15			7
Net assets at end of period (000 omitted)		$5,649			$4,418			$3,176			$4,423			$3,428

See Notes to Financial Statements

40

Financial Highlights – continued

MFS LIFETIME 2020 FUND – continued

	Years ended 4/30
Class C	2011			2010			2009			2008			2007
Net asset value, beginning of period		$10.16			$7.88			$11.24			$11.78			$10.83
Income (loss) from investment operations
Net investment income (d)		$0.12			$0.15			$0.14			$0.15			$0.12
Net realized and unrealized gain (loss) on investments		1.32			2.32			(3.24	)		(0.16	)		1.01
Total from investment operations		$1.44			$2.47			$(3.10	)		$(0.01	)		$1.13
Less distributions declared to shareholders
From net investment income		$(0.17	)		$(0.19	)		$(0.20	)		$(0.21	)		$(0.12	)
From net realized gain on investments		—			—			(0.06	)		(0.32	)		(0.06	)
Total distributions declared to shareholders		$(0.17	)		$(0.19	)		$(0.26	)		$(0.53	)		$(0.18	)
Net asset value, end of period		$11.43			$10.16			$7.88			$11.24			$11.78
Total return (%) (r)(s)(t)		14.27			31.52			(27.49	)		(0.26	)		10.58
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.19			1.21			1.27			1.39			1.86
Expenses after expense reductions (f)(h)		1.03			1.10			1.10			1.10			1.10
Net investment income		1.17			1.58			1.62			1.31			1.07
Portfolio turnover		19			9			38			15			7
Net assets at end of period (000 omitted)		$9,727			$5,978			$3,036			$2,529			$1,148
	Years ended 4/30
Class I	2011			2010			2009			2008			2007
Net asset value, beginning of period		$10.34			$8.00			$11.41			$11.90			$10.87
Income (loss) from investment operations
Net investment income (d)		$0.23			$0.24			$0.24			$0.28			$0.22
Net realized and unrealized gain (loss) on investments		1.34			2.37			(3.30	)		(0.17	)		1.04
Total from investment operations		$1.57			$2.61			$(3.06	)		$0.11			$1.26
Less distributions declared to shareholders
From net investment income		$(0.25	)		$(0.27	)		$(0.29	)		$(0.28	)		$(0.17	)
From net realized gain on investments		—			—			(0.06	)		(0.32	)		(0.06	)
Total distributions declared to shareholders		$(0.25	)		$(0.27	)		$(0.35	)		$(0.60	)		$(0.23	)
Net asset value, end of period		$11.66			$10.34			$8.00			$11.41			$11.90
Total return (%) (r)(s)		15.39			32.75			(26.72	)		0.76			11.71
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.19			0.22			0.27			0.41			0.96
Expenses after expense reductions (f)(h)		0.03			0.10			0.10			0.10			0.10
Net investment income		2.19			2.57			2.65			2.32			1.97
Portfolio turnover		19			9			38			15			7
Net assets at end of period (000 omitted)		$1,488			$857			$645			$690			$613

See Notes to Financial Statements

41

Financial Highlights – continued

MFS LIFETIME 2020 FUND – continued

	Years ended 4/30
Class R1	2011			2010			2009			2008			2007
Net asset value, beginning of period		$10.20			$7.90			$11.23			$11.78			$10.83
Income (loss) from investment operations
Net investment income (d)		$0.12			$0.14			$0.14			$0.14			$0.10
Net realized and unrealized gain (loss) on investments		1.33			2.34			(3.23	)		(0.16	)		1.02
Total from investment operations		$1.45			$2.48			$(3.09	)		$(0.02	)		$1.12
Less distributions declared to shareholders
From net investment income		$(0.15	)		$(0.18	)		$(0.18	)		$(0.21	)		$(0.11	)
From net realized gain on investments		—			—			(0.06	)		(0.32	)		(0.06	)
Total distributions declared to shareholders		$(0.15	)		$(0.18	)		$(0.24	)		$(0.53	)		$(0.17	)
Net asset value, end of period		$11.50			$10.20			$7.90			$11.23			$11.78
Total return (%) (r)(s)		14.26			31.53			(27.46	)		(0.28	)		10.41
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.19			1.22			1.26			1.45			2.08
Expenses after expense reductions (f)(h)		1.03			1.10			1.10			1.17			1.20
Net investment income		1.14			1.55			1.53			1.22			0.90
Portfolio turnover		19			9			38			15			7
Net assets at end of period (000 omitted)		$9,509			$9,195			$6,757			$8,935			$2,549
	Years ended 4/30
Class R2	2011			2010			2009			2008			2007
Net asset value, beginning of period		$10.24			$7.93			$11.31			$11.83			$10.84
Income (loss) from investment operations
Net investment income (d)		$0.18			$0.19			$0.19			$0.18			$0.15
Net realized and unrealized gain (loss) on investments		1.33			2.35			(3.26	)		(0.15	)		1.03
Total from investment operations		$1.51			$2.54			$(3.07	)		$0.03			$1.18
Less distributions declared to shareholders
From net investment income		$(0.21	)		$(0.23	)		$(0.25	)		$(0.23	)		$(0.13	)
From net realized gain on investments		—			—			(0.06	)		(0.32	)		(0.06	)
Total distributions declared to shareholders		$(0.21	)		$(0.23	)		$(0.31	)		$(0.55	)		$(0.19	)
Net asset value, end of period		$11.54			$10.24			$7.93			$11.31			$11.83
Total return (%) (r)(s)		14.84			32.13			(27.05	)		0.09			11.03
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.69			0.72			0.77			0.98			1.62
Expenses after expense reductions (f)(h)		0.53			0.60			0.60			0.69			0.75
Net investment income		1.66			2.06			2.18			1.63			1.36
Portfolio turnover		19			9			38			15			7
Net assets at end of period (000 omitted)		$61,509			$49,039			$31,030			$30,874			$10,494

See Notes to Financial Statements

42

Financial Highlights – continued

MFS LIFETIME 2020 FUND – continued

	Years ended 4/30
Class R3	2011			2010			2009			2008			2007
Net asset value, beginning of period		$10.30			$7.97			$11.36			$11.85			$10.86
Income (loss) from investment operations
Net investment income (d)		$0.20			$0.22			$0.21			$0.22			$0.19
Net realized and unrealized gain (loss) on investments		1.35			2.36			(3.28	)		(0.15	)		1.01
Total from investment operations		$1.55			$2.58			$(3.07	)		$0.07			$1.20
Less distributions declared to shareholders
From net investment income		$(0.23	)		$(0.25	)		$(0.26	)		$(0.24	)		$(0.15	)
From net realized gain on investments		—			—			(0.06	)		(0.32	)		(0.06	)
Total distributions declared to shareholders		$(0.23	)		$(0.25	)		$(0.32	)		$(0.56	)		$(0.21	)
Net asset value, end of period		$11.62			$10.30			$7.97			$11.36			$11.85
Total return (%) (r)(s)		15.18			32.47			(26.91	)		0.43			11.15
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.44			0.47			0.51			0.75			1.26
Expenses after expense reductions (f)(h)		0.28			0.35			0.35			0.45			0.50
Net investment income		1.91			2.31			2.33			1.87			1.67
Portfolio turnover		19			9			38			15			7
Net assets at end of period (000 omitted)		$19,344			$15,848			$11,616			$16,151			$11,326
	Years ended 4/30
Class R4	2011			2010			2009			2008			2007
Net asset value, beginning of period		$10.34			$7.99			$11.40			$11.90			$10.87
Income (loss) from investment operations
Net investment income (d)		$0.21			$0.24			$0.22			$0.26			$0.21
Net realized and unrealized gain (loss) on investments		1.35			2.38			(3.28	)		(0.17	)		1.04
Total from investment operations		$1.56			$2.62			$(3.06	)		$0.09			$1.25
Less distributions declared to shareholders
From net investment income		$(0.25	)		$(0.27	)		$(0.29	)		$(0.27	)		$(0.16	)
From net realized gain on investments		—			—			(0.06	)		(0.32	)		(0.06	)
Total distributions declared to shareholders		$(0.25	)		$(0.27	)		$(0.35	)		$(0.59	)		$(0.22	)
Net asset value, end of period		$11.65			$10.34			$7.99			$11.40			$11.90
Total return (%) (r)(s)		15.29			32.92			(26.75	)		0.64			11.61
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.19			0.21			0.23			0.48			1.09
Expenses after expense reductions (f)(h)		0.05			0.10			0.10			0.15			0.20
Net investment income		2.03			2.54			1.99			2.36			1.88
Portfolio turnover		19			9			38			15			7
Net assets at end of period (000 omitted)		$441			$344			$204			$2,283			$62

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

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

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying 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 funds have varied expense and fee levels and the fund may own different proportions of the underlying 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.

See Notes to Financial Statements

43

Financial Highlights – continued

MFS LIFETIME 2030 FUND

The financial highlights table is intended to help you understand the fund 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.

	Years ended 4/30
Class A	2011			2010			2009			2008			2007
Net asset value, beginning of period		$9.66			$7.08			$11.41			$12.24			$11.10
Income (loss) from investment operations
Net investment income (d)		$0.11			$0.13			$0.08			$0.07			$0.07
Net realized and unrealized gain (loss) on investments		1.78			2.63			(4.14	)		(0.24	)		1.20
Total from investment operations		$1.89			$2.76			$(4.06	)		$(0.17	)		$1.27
Less distributions declared to shareholders
From net investment income		$(0.16	)		$(0.18	)		$(0.16	)		$(0.20	)		$(0.12	)
From net realized gain on investments		—			—			(0.11	)		(0.46	)		(0.01	)
Total distributions declared to shareholders		$(0.16	)		$(0.18	)		$(0.27	)		$(0.66	)		$(0.13	)
Net asset value, end of period		$11.39			$9.66			$7.08			$11.41			$12.24
Total return (%) (r)(s)(t)		19.70			39.08			(35.45	)		(1.65	)		11.57
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.50			0.55			0.74			0.87			1.84
Expenses after expense reductions (f)(h)		0.28			0.35			0.44			0.45			0.45
Net investment income		1.13			1.45			0.98			0.60			0.63
Portfolio turnover		15			6			38			14			17
Net assets at end of period (000 omitted)		$15,665			$9,817			$4,634			$5,917			$4,758
	Years ended 4/30
Class B	2011			2010			2009			2008			2007
Net asset value, beginning of period		$9.58			$7.03			$11.32			$12.17			$11.07
Income (loss) from investment operations
Net investment income (loss) (d)		$0.04			$0.06			$0.02			$(0.00	)(w)		$(0.00	)(w)
Net realized and unrealized gain (loss) on investments		1.74			2.61			(4.09	)		(0.25	)		1.19
Total from investment operations		$1.78			$2.67			$(4.07	)		$(0.25	)		$1.19
Less distributions declared to shareholders
From net investment income		$(0.09	)		$(0.12	)		$(0.11	)		$(0.14	)		$(0.08	)
From net realized gain on investments		—			—			(0.11	)		(0.46	)		(0.01	)
Total distributions declared to shareholders		$(0.09	)		$(0.12	)		$(0.22	)		$(0.60	)		$(0.09	)
Net asset value, end of period		$11.27			$9.58			$7.03			$11.32			$12.17
Total return (%) (r)(s)(t)		18.69			38.07			(35.89	)		(2.30	)		10.80
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.25			1.31			1.41			1.53			2.54
Expenses after expense reductions (f)(h)		1.03			1.10			1.10			1.10			1.10
Net investment income (loss)		0.37			0.72			0.24			(0.02	)		(0.04	)
Portfolio turnover		15			6			38			14			17
Net assets at end of period (000 omitted)		$3,996			$2,911			$1,735			$2,195			$1,269

See Notes to Financial Statements

44

Financial Highlights – continued

MFS LIFETIME 2030 FUND – continued

	Years ended 4/30
Class C	2011			2010			2009			2008			2007
Net asset value, beginning of period		$9.56			$7.03			$11.34			$12.20			$11.08
Income (loss) from investment operations
Net investment income (loss) (d)		$0.04			$0.06			$0.03			$(0.00	)(w)		$(0.02	)
Net realized and unrealized gain (loss) on investments		1.75			2.60			(4.10	)		(0.25	)		1.20
Total from investment operations		$1.79			$2.66			$(4.07	)		$(0.25	)		$1.18
Less distributions declared to shareholders
From net investment income		$(0.11	)		$(0.13	)		$(0.13	)		$(0.15	)		$(0.05	)
From net realized gain on investments		—			—			(0.11	)		(0.46	)		(0.01	)
Total distributions declared to shareholders		$(0.11	)		$(0.13	)		$(0.24	)		$(0.61	)		$(0.06	)
Net asset value, end of period		$11.24			$9.56			$7.03			$11.34			$12.20
Total return (%) (r)(s)(t)		18.81			37.90			(35.82	)		(2.29	)		10.72
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.25			1.30			1.42			1.53			2.61
Expenses after expense reductions (f)(h)		1.02			1.10			1.10			1.10			1.10
Net investment income (loss)		0.39			0.70			0.42			(0.01	)		(0.16	)
Portfolio turnover		15			6			38			14			17
Net assets at end of period (000 omitted)		$5,594			$2,495			$981			$801			$450
	Years ended 4/30
Class I	2011			2010			2009			2008			2007
Net asset value, beginning of period		$9.70			$7.11			$11.46			$12.29			$11.12
Income (loss) from investment operations
Net investment income (d)		$0.14			$0.16			$0.11			$0.10			$0.10
Net realized and unrealized gain (loss) on investments		1.77			2.63			(4.16	)		(0.24	)		1.22
Total from investment operations		$1.91			$2.79			$(4.05	)		$(0.14	)		$1.32
Less distributions declared to shareholders
From net investment income		$(0.18	)		$(0.20	)		$(0.19	)		$(0.23	)		$(0.14	)
From net realized gain on investments		—			—			(0.11	)		(0.46	)		(0.01	)
Total distributions declared to shareholders		$(0.18	)		$(0.20	)		$(0.30	)		$(0.69	)		$(0.15	)
Net asset value, end of period		$11.43			$9.70			$7.11			$11.46			$12.29
Total return (%) (r)(s)		19.85			39.32			(35.18	)		(1.35	)		11.99
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.25			0.32			0.41			0.52			1.62
Expenses after expense reductions (f)(h)		0.03			0.10			0.10			0.10			0.10
Net investment income		1.35			1.79			1.29			0.86			0.91
Portfolio turnover		15			6			38			14			17
Net assets at end of period (000 omitted)		$3,009			$1,958			$1,149			$1,308			$1,314

See Notes to Financial Statements

45

Financial Highlights – continued

MFS LIFETIME 2030 FUND – continued

	Years ended 4/30
Class R1	2011			2010			2009			2008			2007
Net asset value, beginning of period		$9.57			$7.03			$11.29			$12.17			$11.08
Income (loss) from investment operations
Net investment income (loss) (d)		$0.03			$0.07			$0.02			$(0.01	)		$(0.02	)
Net realized and unrealized gain (loss) on investments		1.76			2.60			(4.08	)		(0.26	)		1.20
Total from investment operations		$1.79			$2.67			$(4.06	)		$(0.27	)		$1.18
Less distributions declared to shareholders
From net investment income		$(0.08	)		$(0.13	)		$(0.09	)		$(0.15	)		$(0.08	)
From net realized gain on investments		—			—			(0.11	)		(0.46	)		(0.01	)
Total distributions declared to shareholders		$(0.08	)		$(0.13	)		$(0.20	)		$(0.61	)		$(0.09	)
Net asset value, end of period		$11.28			$9.57			$7.03			$11.29			$12.17
Total return (%) (r)(s)		18.76			38.06			(35.87	)		(2.42	)		10.72
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.25			1.31			1.40			1.58			2.69
Expenses after expense reductions (f)(h)		1.03			1.10			1.10			1.17			1.20
Net investment income (loss)		0.35			0.79			0.24			(0.12	)		(0.14	)
Portfolio turnover		15			6			38			14			17
Net assets at end of period (000 omitted)		$6,558			$6,389			$3,717			$5,671			$1,330
	Years ended 4/30
Class R2	2011			2010			2009			2008			2007
Net asset value, beginning of period		$9.59			$7.04			$11.35			$12.20			$11.09
Income (loss) from investment operations
Net investment income (d)		$0.09			$0.11			$0.07			$0.05			$0.04
Net realized and unrealized gain (loss) on investments		1.76			2.60			(4.11	)		(0.26	)		1.19
Total from investment operations		$1.85			$2.71			$(4.04	)		$(0.21	)		$1.23
Less distributions declared to shareholders
From net investment income		$(0.14	)		$(0.16	)		$(0.16	)		$(0.18	)		$(0.11	)
From net realized gain on investments		—			—			(0.11	)		(0.46	)		(0.01	)
Total distributions declared to shareholders		$(0.14	)		$(0.16	)		$(0.27	)		$(0.64	)		$(0.12	)
Net asset value, end of period		$11.30			$9.59			$7.04			$11.35			$12.20
Total return (%) (r)(s)		19.38			38.63			(35.51	)		(1.93	)		11.18
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.75			0.81			0.91			1.12			2.21
Expenses after expense reductions (f)(h)		0.53			0.60			0.60			0.68			0.75
Net investment income		0.88			1.25			0.89			0.42			0.35
Portfolio turnover		15			6			38			14			17
Net assets at end of period (000 omitted)		$48,253			$36,518			$20,269			$21,426			$5,980

See Notes to Financial Statements

46

Financial Highlights – continued

MFS LIFETIME 2030 FUND – continued

	Years ended 4/30
Class R3	2011			2010			2009			2008			2007
Net asset value, beginning of period		$9.64			$7.07			$11.40			$12.23			$11.10
Income (loss) from investment operations
Net investment income (d)		$0.11			$0.13			$0.10			$0.07			$0.08
Net realized and unrealized gain (loss) on investments		1.78			2.62			(4.15	)		(0.25	)		1.18
Total from investment operations		$1.89			$2.75			$(4.05	)		$(0.18	)		$1.26
Less distributions declared to shareholders
From net investment income		$(0.16	)		$(0.18	)		$(0.17	)		$(0.19	)		$(0.12	)
From net realized gain on investments		—			—			(0.11	)		(0.46	)		(0.01	)
Total distributions declared to shareholders		$(0.16	)		$(0.18	)		$(0.28	)		$(0.65	)		$(0.13	)
Net asset value, end of period		$11.37			$9.64			$7.07			$11.40			$12.23
Total return (%) (r)(s)		19.73			38.99			(35.40	)		(1.69	)		11.49
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.50			0.56			0.65			0.88			1.79
Expenses after expense reductions (f)(h)		0.28			0.35			0.35			0.45			0.50
Net investment income		1.14			1.50			1.16			0.61			0.69
Portfolio turnover		15			6			38			14			17
Net assets at end of period (000 omitted)		$18,169			$13,516			$8,597			$12,012			$8,198
	Years ended 4/30
Class R4	2011			2010			2009			2008			2007
Net asset value, beginning of period		$9.69			$7.10			$11.44			$12.28			$11.12
Income (loss) from investment operations
Net investment income (d)		$0.14			$0.14			$0.04			$0.13			$0.09
Net realized and unrealized gain (loss) on investments		1.77			2.65			(4.08	)		(0.28	)		1.21
Total from investment operations		$1.91			$2.79			$(4.04	)		$(0.15	)		$1.30
Less distributions declared to shareholders
From net investment income		$(0.18	)		$(0.20	)		$(0.19	)		$(0.23	)		$(0.13	)
From net realized gain on investments		—			—			(0.11	)		(0.46	)		(0.01	)
Total distributions declared to shareholders		$(0.18	)		$(0.20	)		$(0.30	)		$(0.69	)		$(0.14	)
Net asset value, end of period		$11.42			$9.69			$7.10			$11.44			$12.28
Total return (%) (r)(s)		19.87			39.38			(35.16	)		(1.47	)		11.80
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.25			0.29			0.33			0.60			1.78
Expenses after expense reductions (f)(h)		0.03			0.10			0.10			0.15			0.20
Net investment income		1.42			1.64			0.40			1.12			0.85
Portfolio turnover		15			6			38			14			17
Net assets at end of period (000 omitted)		$702			$278			$108			$2,321			$63

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

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

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying 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 funds have varied expense and fee levels and the fund may own different proportions of the underlying 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.

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

See Notes to Financial Statements

47

Financial Highlights – continued

MFS LIFETIME 2040 FUND

The financial highlights table is intended to help you understand the fund 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.

	Years ended 4/30
Class A	2011			2010			2009			2008			2007
Net asset value, beginning of period		$9.49			$6.90			$11.37			$12.27			$11.10
Income (loss) from investment operations
Net investment income (d)		$0.08			$0.10			$0.06			$0.04			$0.04
Net realized and unrealized gain (loss) on investments		1.88			2.66			(4.30	)		(0.27	)		1.27
Total from investment operations		$1.96			$2.76			$(4.24	)		$(0.23	)		$1.31
Less distributions declared to shareholders
From net investment income		$(0.14	)		$(0.17	)		$(0.14	)		$(0.18	)		$(0.09	)
From net realized gain on investments		—			—			(0.09	)		(0.49	)		(0.05	)
Total distributions declared to shareholders		$(0.14	)		$(0.17	)		$(0.23	)		$(0.67	)		$(0.14	)
Net asset value, end of period		$11.31			$9.49			$6.90			$11.37			$12.27
Total return (%) (r)(s)(t)		20.78			40.17			(37.10	)		(2.12	)		11.86
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.59			0.69			1.01			1.27			2.75
Expenses after expense reductions (f)(h)		0.28			0.35			0.43			0.45			0.45
Net investment income		0.85			1.21			0.70			0.34			0.38
Portfolio turnover		14			8			33			11			11
Net assets at end of period (000 omitted)		$10,260			$6,861			$3,121			$2,978			$3,420
	Years ended 4/30
Class B	2011			2010			2009			2008			2007
Net asset value, beginning of period		$9.44			$6.88			$11.29			$12.21			$11.08
Income (loss) from investment operations
Net investment income (loss) (d)		$0.01			$0.04			$(0.00	)(w)		$(0.03	)		$(0.03	)
Net realized and unrealized gain (loss) on investments		1.87			2.64			(4.25	)		(0.28	)		1.24
Total from investment operations		$1.88			$2.68			$(4.25	)		$(0.31	)		$1.21
Less distributions declared to shareholders
From net investment income		$(0.07	)		$(0.12	)		$(0.07	)		$(0.12	)		$(0.03	)
From net realized gain on investments		—			—			(0.09	)		(0.49	)		(0.05	)
Total distributions declared to shareholders		$(0.07	)		$(0.12	)		$(0.16	)		$(0.61	)		$(0.08	)
Net asset value, end of period		$11.25			$9.44			$6.88			$11.29			$12.21
Total return (%) (r)(s)(t)		20.00			39.00			(37.50	)		(2.72	)		11.00
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.34			1.46			1.66			1.95			3.57
Expenses after expense reductions (f)(h)		1.03			1.10			1.10			1.10			1.10
Net investment income (loss)		0.11			0.49			(0.05	)		(0.26	)		(0.27	)
Portfolio turnover		14			8			33			11			11
Net assets at end of period (000 omitted)		$2,244			$1,630			$1,072			$1,639			$1,124

See Notes to Financial Statements

48

Financial Highlights – continued

MFS LIFETIME 2040 FUND – continued

	Years ended 4/30
Class C	2011			2010			2009			2008			2007
Net asset value, beginning of period		$9.38			$6.85			$11.26			$12.23			$11.08
Income (loss) from investment operations
Net investment income (loss) (d)		$0.01			$0.05			$(0.00	)(w)		$0.01			$(0.03	)
Net realized and unrealized gain (loss) on investments		1.85			2.61			(4.23	)		(0.31	)		1.25
Total from investment operations		$1.86			$2.66			$(4.23	)		$(0.30	)		$1.22
Less distributions declared to shareholders
From net investment income		$(0.08	)		$(0.13	)		$(0.09	)		$(0.18	)		$(0.02	)
From net realized gain on investments		—			—			(0.09	)		(0.49	)		(0.05	)
Total distributions declared to shareholders		$(0.08	)		$(0.13	)		$(0.18	)		$(0.67	)		$(0.07	)
Net asset value, end of period		$11.16			$9.38			$6.85			$11.26			$12.23
Total return (%) (r)(s)(t)		19.93			38.97			(37.46	)		(2.69	)		11.05
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.34			1.44			1.68			1.86			3.57
Expenses after expense reductions (f)(h)		1.03			1.10			1.10			1.10			1.10
Net investment income (loss)		0.12			0.53			(0.01	)		0.06			(0.31	)
Portfolio turnover		14			8			33			11			11
Net assets at end of period (000 omitted)		$3,597			$2,134			$859			$964			$212
	Years ended 4/30
Class I	2011			2010			2009			2008			2007
Net asset value, beginning of period		$9.53			$6.93			$11.42			$12.32			$11.12
Income (loss) from investment operations
Net investment income (d)		$0.11			$0.13			$0.08			$0.09			$0.08
Net realized and unrealized gain (loss) on investments		1.89			2.66			(4.31	)		(0.28	)		1.27
Total from investment operations		$2.00			$2.79			$(4.23	)		$(0.19	)		$1.35
Less distributions declared to shareholders
From net investment income		$(0.16	)		$(0.19	)		$(0.17	)		$(0.22	)		$(0.10	)
From net realized gain on investments		—			—			(0.09	)		(0.49	)		(0.05	)
Total distributions declared to shareholders		$(0.16	)		$(0.19	)		$(0.26	)		$(0.71	)		$(0.15	)
Net asset value, end of period		$11.37			$9.53			$6.93			$11.42			$12.32
Total return (%) (r)(s)		21.16			40.38			(36.88	)		(1.75	)		12.26
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.34			0.46			0.67			0.95			2.59
Expenses after expense reductions (f)(h)		0.03			0.10			0.10			0.10			0.10
Net investment income		1.11			1.47			0.97			0.76			0.71
Portfolio turnover		14			8			33			11			11
Net assets at end of period (000 omitted)		$2,972			$2,094			$1,225			$1,518			$1,004

See Notes to Financial Statements

49

Financial Highlights – continued

MFS LIFETIME 2040 FUND – continued

	Years ended 4/30
Class R1	2011			2010			2009			2008			2007
Net asset value, beginning of period		$9.39			$6.84			$11.26			$12.20			$11.08
Income (loss) from investment operations
Net investment income (loss) (d)		$0.01			$0.04			$(0.00	)(w)		$(0.04	)		$(0.05	)
Net realized and unrealized gain (loss) on investments		1.85			2.63			(4.24	)		(0.27	)		1.26
Total from investment operations		$1.86			$2.67			$(4.24	)		$(0.31	)		$1.21
Less distributions declared to shareholders
From net investment income		$(0.07	)		$(0.12	)		$(0.09	)		$(0.14	)		$(0.04	)
From net realized gain on investments		—			—			(0.09	)		(0.49	)		(0.05	)
Total distributions declared to shareholders		$(0.07	)		$(0.12	)		$(0.18	)		$(0.63	)		$(0.09	)
Net asset value, end of period		$11.18			$9.39			$6.84			$11.26			$12.20
Total return (%) (r)(s)		19.90			39.08			(37.53	)		(2.75	)		11.00
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.34			1.46			1.67			1.97			3.55
Expenses after expense reductions (f)(h)		1.03			1.10			1.10			1.17			1.20
Net investment income (loss)		0.09			0.48			(0.01	)		(0.36	)		(0.42	)
Portfolio turnover		14			8			33			11			11
Net assets at end of period (000 omitted)		$5,204			$3,759			$2,368			$2,645			$752
	Years ended 4/30
Class R2	2011			2010			2009			2008			2007
Net asset value, beginning of period		$9.43			$6.87			$11.32			$12.24			$11.10
Income (loss) from investment operations
Net investment income (d)		$0.06			$0.09			$0.05			$0.02			$0.00(w	)
Net realized and unrealized gain (loss) on investments		1.87			2.63			(4.27	)		(0.28	)		1.26
Total from investment operations		$1.93			$2.72			$(4.22	)		$(0.26	)		$1.26
Less distributions declared to shareholders
From net investment income		$(0.12	)		$(0.16	)		$(0.14	)		$(0.17	)		$(0.07	)
From net realized gain on investments		—			—			(0.09	)		(0.49	)		(0.05	)
Total distributions declared to shareholders		$(0.12	)		$(0.16	)		$(0.23	)		$(0.66	)		$(0.12	)
Net asset value, end of period		$11.24			$9.43			$6.87			$11.32			$12.24
Total return (%) (r)(s)		20.58			39.67			(37.14	)		(2.36	)		11.43
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.84			0.95			1.18			1.51			3.06
Expenses after expense reductions (f)(h)		0.53			0.60			0.60			0.68			0.75
Net investment income		0.63			1.05			0.57			0.16			0.03
Portfolio turnover		14			8			33			11			11
Net assets at end of period (000 omitted)		$38,606			$27,881			$14,024			$11,566			$3,702

See Notes to Financial Statements

50

Financial Highlights – continued

MFS LIFETIME 2040 FUND – continued

	Years ended 4/30
Class R3	2011			2010			2009			2008			2007
Net asset value, beginning of period		$9.49			$6.90			$11.36			$12.27			$11.11
Income (loss) from investment operations
Net investment income (d)		$0.08			$0.11			$0.06			$0.05			$0.05
Net realized and unrealized gain (loss) on investments		1.88			2.65			(4.28	)		(0.28	)		1.25
Total from investment operations		$1.96			$2.76			$(4.22	)		$(0.23	)		$1.30
Less distributions declared to shareholders
From net investment income		$(0.14	)		$(0.17	)		$(0.15	)		$(0.19	)		$(0.09	)
From net realized gain on investments		—			—			(0.09	)		(0.49	)		(0.05	)
Total distributions declared to shareholders		$(0.14	)		$(0.17	)		$(0.24	)		$(0.68	)		$(0.14	)
Net asset value, end of period		$11.31			$9.49			$6.90			$11.36			$12.27
Total return (%) (r)(s)		20.78			40.13			(37.01	)		(2.13	)		11.74
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.59			0.72			0.91			1.28			2.78
Expenses after expense reductions (f)(h)		0.28			0.35			0.35			0.45			0.50
Net investment income		0.86			1.27			0.72			0.40			0.39
Portfolio turnover		14			8			33			11			11
Net assets at end of period (000 omitted)		$7,752			$5,283			$3,507			$5,358			$2,371
	Years ended 4/30
Class R4	2011			2010			2009			2008			2007
Net asset value, beginning of period		$9.53			$6.93			$11.41			$12.31			$11.12
Income (loss) from investment operations
Net investment income (d)		$0.11			$0.13			$0.04			$0.10			$0.07
Net realized and unrealized gain (loss) on investments		1.88			2.66			(4.26	)		(0.29	)		1.26
Total from investment operations		$1.99			$2.79			$(4.22	)		$(0.19	)		$1.33
Less distributions declared to shareholders
From net investment income		$(0.16	)		$(0.19	)		$(0.17	)		$(0.22	)		$(0.09	)
From net realized gain on investments		—			—			(0.09	)		(0.49	)		(0.05	)
Total distributions declared to shareholders		$(0.16	)		$(0.19	)		$(0.26	)		$(0.71	)		$(0.14	)
Net asset value, end of period		$11.36			$9.53			$6.93			$11.41			$12.31
Total return (%) (r)(s)		21.05			40.38			(36.82	)		(1.79	)		12.07
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.35			0.46			0.58			1.06			2.78
Expenses after expense reductions (f)(h)		0.03			0.10			0.10			0.15			0.20
Net investment income		1.11			1.51			0.35			0.87			0.60
Portfolio turnover		14			8			33			11			11
Net assets at end of period (000 omitted)		$499			$234			$131			$1,455			$63

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

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

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying 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 funds have varied expense and fee levels and the fund may own different proportions of the underlying 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.

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

See Notes to Financial Statements

51

Financial Highlights – continued

MFS LIFETIME 2050 FUND

The financial highlights table is intended to help you understand the fund 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	Period ended 4/30/11 (c)
Net asset value, beginning of period		$10.00
Income (loss) from investment operations
Net investment income (d)		$0.11
Net realized and unrealized gain (loss) on investments		2.10
Total from investment operations		$2.21
Less distributions declared to shareholders
From net investment income		$(0.13	)
Net asset value, end of period		$12.08
Total return (%) (r)(s)(t)		22.20	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		4.60	(a)
Expenses after expense reductions (f)(h)		0.25	(a)
Net investment income		1.60	(a)
Portfolio turnover		4
Net assets at end of period (000 omitted)		$1,836
Class B	Period ended 4/30/11 (c)
Net asset value, beginning of period		$10.00
Income (loss) from investment operations
Net investment income (d)		$0.03
Net realized and unrealized gain (loss) on investments		2.13
Total from investment operations		$2.16
Less distributions declared to shareholders
From net investment income		$(0.10	)
Net asset value, end of period		$12.06
Total return (%) (r)(s)(t)		21.70	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		6.81	(a)
Expenses after expense reductions (f)(h)		1.00	(a)
Net investment income		0.46	(a)
Portfolio turnover		4
Net assets at end of period (000 omitted)		$172

See Notes to Financial Statements

52

Financial Highlights – continued

MFS LIFETIME 2050 FUND – continued

Class C	Period ended 4/30/11 (c)
Net asset value, beginning of period		$10.00
Income (loss) from investment operations
Net investment income (d)		$0.04
Net realized and unrealized gain (loss) on investments		2.12
Total from investment operations		$2.16
Less distributions declared to shareholders
From net investment income		$(0.10	)
Net asset value, end of period		$12.06
Total return (%) (r)(s)(t)		21.70	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		6.87	(a)
Expenses after expense reductions (f)(h)		1.00	(a)
Net investment income		0.52	(a)
Portfolio turnover		4
Net assets at end of period (000 omitted)		$167
Class I	Period ended 4/30/11 (c)
Net asset value, beginning of period		$10.00
Income (loss) from investment operations
Net investment income (d)		$0.11
Net realized and unrealized gain (loss) on investments		2.12
Total from investment operations		$2.23
Less distributions declared to shareholders
From net investment income		$(0.13	)
Net asset value, end of period		$12.10
Total return (%) (r)(s)		22.45	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		5.79	(a)
Expenses after expense reductions (f)(h)		0.00	(a)
Net investment income		1.55	(a)
Portfolio turnover		4
Net assets at end of period (000 omitted)		$155

See Notes to Financial Statements

53

Financial Highlights – continued

MFS LIFETIME 2050 FUND – continued

Class R1	Period ended 4/30/11 (c)
Net asset value, beginning of period		$10.00
Income (loss) from investment operations
Net investment income (d)		$0.04
Net realized and unrealized gain (loss) on investments		2.12
Total from investment operations		$2.16
Less distributions declared to shareholders
From net investment income		$(0.10	)
Net asset value, end of period		$12.06
Total return (%) (r)(s)		21.70	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		7.00	(a)
Expenses after expense reductions (f)(h)		1.00	(a)
Net investment income		0.58	(a)
Portfolio turnover		4
Net assets at end of period (000 omitted)		$122
Class R2	Period ended 4/30/11 (c)
Net asset value, beginning of period		$10.00
Income (loss) from investment operations
Net investment income (d)		$0.07
Net realized and unrealized gain (loss) on investments		2.13
Total from investment operations		$2.20
Less distributions declared to shareholders
From net investment income		$(0.12	)
Net asset value, end of period		$12.08
Total return (%) (r)(s)		22.07	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		6.50	(a)
Expenses after expense reductions (f)(h)		0.50	(a)
Net investment income		1.08	(a)
Portfolio turnover		4
Net assets at end of period (000 omitted)		$122

See Notes to Financial Statements

54

Financial Highlights – continued

MFS LIFETIME 2050 FUND – continued

Class R3	Period ended 4/30/11 (c)
Net asset value, beginning of period		$10.00
Income (loss) from investment operations
Net investment income (d)		$0.09
Net realized and unrealized gain (loss) on investments		2.12
Total from investment operations		$2.21
Less distributions declared to shareholders
From net investment income		$(0.12	)
Net asset value, end of period		$12.09
Total return (%) (r)(s)		22.26	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		6.17	(a)
Expenses after expense reductions (f)(h)		0.25	(a)
Net investment income		1.28	(a)
Portfolio turnover		4
Net assets at end of period (000 omitted)		$144
Class R4	Period ended 4/30/11 (c)
Net asset value, beginning of period		$10.00
Income (loss) from investment operations
Net investment income (d)		$0.11
Net realized and unrealized gain (loss) on investments		2.12
Total from investment operations		$2.23
Less distributions declared to shareholders
From net investment income		$(0.13	)
Net asset value, end of period		$12.10
Total return (%) (r)(s)		22.45	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		6.00	(a)
Expenses after expense reductions (f)(h)		0.00	(a)
Net investment income		1.58	(a)
Portfolio turnover		4
Net assets at end of period (000 omitted)		$122

(a) Annualized.

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

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

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

(h) In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying 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 funds have varied expense and fee levels and the fund may own different proportions of the underlying funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(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.

See Notes to Financial Statements

55

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses 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 each fund’s Statement of Assets and Liabilities through the date that the financial statements were issued.

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

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

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

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

56

Notes to Financial Statements – continued

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. Swaps are generally valued at valuations provided by a third-party pricing service. Open-end investment companies are generally valued at net asset value per share. Securities and other assets, including commodity-linked structured notes, generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of each 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 each 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 effected 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 each 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 each fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, each 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 each 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 each fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that each fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which each fund determines its net asset value per share.

Various inputs are used in determining the value of each fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Each 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 April 30, 2011 in valuing each fund’s assets or liabilities:

	Level 1		Level 2		Level 3		Total
MFS Lifetime Retirement Income Fund
Investments at Value
Mutual Funds		$101,697,138		$—		$—		$101,697,138
MFS Lifetime 2010 Fund
Investments at Value
Mutual Funds		$57,149,701		$—		$—		$57,149,701
MFS Lifetime 2020 Fund
Investments at Value
Mutual Funds		$135,575,993		$—		$—		$135,575,993
MFS Lifetime 2030 Fund
Investments at Value
Mutual Funds		$101,978,774		$—		$—		$101,978,774

57

Notes to Financial Statements – continued

	Level 1		Level 2		Level 3		Total
MFS Lifetime 2040 Fund
Investments at Value
Mutual Funds		$71,148,433		$—		$—		$71,148,433
MFS Lifetime 2050 Fund
Investments at Value
Mutual Funds		$2,867,357		$—		$—		$2,867,357

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

Repurchase Agreements – Each fund entered into repurchase agreements with approved counterparties. Each repurchase agreement is recorded at cost. Each fund requires that the securities collateral in a repurchase transaction be transferred to a custodian. Each 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. Each fund and other funds managed by MFS may utilize a joint trading account for the purpose of entering into one or more repurchase agreements.

Derivatives – Each fund does not invest in derivatives directly. Each fund does invest in underlying funds that may use derivatives for different purposes, including to earn income and enhance returns, to increase or decrease exposure to a particular market, to manage or adjust the risk profile of the underlying funds, or as alternatives to direct investments. Derivatives may be used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the underlying funds use derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.

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

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

Each fund 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 each fund or in unrealized gain/loss if the security is still held by each fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

Fees Paid Indirectly – Each fund’s custody fee may be reduced according to an arrangement that measures the value of cash deposited with the custodian by the fund. This amount, for the year ended April 30, 2011, is shown as a reduction of total expenses on the Statement of Operations. In the case of MFS Lifetime 2010 Fund, MFS Lifetime 2020 Fund, and the MFS Lifetime 2050 Fund, custody fees were not reduced.

Tax Matters and Distributions – Each fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. Each fund’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Foreign taxes, if any, have been accrued by each fund in the accompanying financial statements.

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.

58

Notes to Financial Statements – continued

Book/tax differences primarily relate to wash sale loss deferrals.

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

Year ended 4/30/11	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2030 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2050 Fund
Ordinary income (including any short-term capital gains)		$1,950,527		$1,287,003		$2,275,051		$1,185,021		$715,994		$25,000
Long-term capital gain		—		—		—		—		—		—
Total distributions		$1,950,527		$1,287,003		$2,275,051		$1,185,021		$715,994		$25,000
Year ended 4/30/10	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2030 Fund		MFS Lifetime 2040 Fund
Ordinary income (including any short-term capital gains)		$1,165,720		$1,180,001		$2,090,006		$1,106,052		$760,037
Long-term capital gain		6,219		—		—		—		—
Total distributions		$1,171,939		$1,180,001		$2,090,006		$1,106,052		$760,037

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

As of 4/30/11	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund			MFS Lifetime 2020 Fund			MFS Lifetime 2030 Fund			MFS Lifetime 2040 Fund			MFS Lifetime 2050 Fund
Cost of investments		$91,525,294			$49,799,356			$117,407,933			$84,813,171			$57,511,717			$2,497,708
Gross appreciation		$10,171,844			$7,350,345			$18,168,242			$17,165,603			$13,636,716			$369,649
Gross depreciation		—			—			(182	)		—			—			—
Net unrealized appreciation (depreciation)		$10,171,844			$7,350,345			$18,168,060			$17,165,603			$13,636,716			$369,649
Undistributed ordinary income		126,162			369,842			491,830			57,747			—			689
Undistributed long-term capital gain		—			—			—			—			—			4,653
Capital loss carryforwards		(1,238,072	)		(1,954,451	)		(8,099,833	)		(7,109,364	)		(3,959,044	)		—
Other temporary differences		(159,525	)		—			—			—			—			—

As of April 30, 2011, certain funds had capital loss carryforwards available to offset future realized gains. Such losses expire as follows:

Expiration Date	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund			MFS Lifetime 2020 Fund			MFS Lifetime 2030 Fund			MFS Lifetime 2040 Fund
4/30/18		$(1,238,072	)		$(1,954,451	)		$(7,759,868	)		$(6,808,045	)		$(3,839,062	)
4/30/19		—			—			(339,965	)		(301,319	)		(119,982	)
Total		$(1,238,072	)		$(1,954,451	)		$(8,099,833	)		$(7,109,364	)		$(3,959,044	)

59

Notes to Financial Statements – continued

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

From net investment income

	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2020 Fund
	Year ended 4/30/11	Year ended 4/30/10	Year ended 4/30/11	Year ended 4/30/10	Year ended 4/30/11	Year ended 4/30/10
Class A	$789,990	$398,916	$325,717	$239,923	$501,308	$375,478
Class B	84,736	54,087	43,284	43,474	68,394	71,060
Class C	449,438	199,711	128,052	86,642	123,035	92,302
Class I	117,386	11,116	15,176	17,838	27,758	25,558
Class R1	60,583	22,546	90,942	82,757	117,344	159,836
Class R2	305,426	266,771	553,057	533,698	1,072,891	995,112
Class R3	139,232	209,818	121,948	171,304	352,651	363,183
Class R4	3,736	2,723	8,827	4,365	11,670	7,477
Total	$1,950,527	$1,165,688	$1,287,003	$1,180,001	$2,275,051	$2,090,006
	MFS Lifetime 2030 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2050 Fund
	Year ended 4/30/11	Year ended 4/30/10	Year ended 4/30/11	Year ended 4/30/10	Year ended 4/30/11 (c)	Year ended 4/30/10
Class A	$192,630	$139,857	$112,906	$108,920	$16,770	$—
Class B	30,117	30,811	12,753	20,655	1,009	—
Class C	41,979	21,749	22,491	24,224	1,009	—
Class I	36,750	37,499	38,175	36,599	1,466	—
Class R1	48,608	88,337	30,444	45,257	1,009	—
Class R2	578,435	543,933	408,065	423,841	1,167	—
Class R3	245,656	240,630	83,944	96,397	1,246	—
Class R4	10,846	3,236	7,216	4,144	1,324	—
Total	$1,185,021	$1,106,052	$715,994	$760,037	$25,000	$—

From net realized gain on investments

	MFS Lifetime Retirement Income Fund
	Year ended 4/30/11	Year ended 4/30/10
Class A	$—	$2,034
Class B	—	327
Class C	—	1,365
Class I	—	38
Class R1	—	125
Class R2	—	1,346
Class R3	—	1,006
Class R4	—	10
Total	$—	$6,251

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

(3) Transactions with Affiliates

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

60

Notes to Financial Statements – continued

The investment adviser had agreed in writing to pay a portion of each fund’s (excluding MFS Lifetime 2050 Fund) operating expenses, exclusive of distribution and service fees, interest, taxes, extraordinary expenses, brokerage and transaction costs and investment-related expenses, such that operating expenses did not exceed 0.10% annually of each fund’s average daily net assets. For the period May 1, 2010 through August 31, 2010, this reduction amounted to the following for each fund and is reflected as a reduction of total expenses in the Statement of Operations:

MFS Lifetime Retirement Income Fund	MFS Lifetime 2010 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2030 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2050 Fund
$37,573		$40,422		$30,787		$37,837		$41,960		$—

Effective September 1, 2010, and in the case of the Lifetime 2050 Fund, the inception of the fund, MFS further agreed in writing to bear the fund’s expenses, excluding distribution and service fees, interest, taxes, extraordinary expenses, brokerage and transaction costs and investment-related expenses including fees and expenses associated with investments in investment companies and other similar investment vehicles, such that “Other Expenses” do not exceed 0.00% of the fund’s average daily net assets annually for each class of shares. This agreement will continue until at least August 31, 2011, after which MFS may increase such expense limitation to 0.10% of the fund’s average daily net assets annually for each class of shares without a vote of the fund’s Board of Trustees. Any increase above 0.10% would require a vote of the fund’s Board of Trustees. For the year ended April 30, 2011, this reduction amounted to the following for each fund and is reflected as a reduction of total expenses in the Statement of Operations:

MFS Lifetime Retirement Income Fund	MFS Lifetime 2010 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2030 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2050 Fund
$ 146,297		$135,083		$155,292		$147,369		$136,863		$62,368

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

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received the following amounts for the year ended April 30, 2011, as its portion of the initial sales charge on sales of Class A shares of each fund:

MFS Lifetime Retirement Income Fund	MFS Lifetime 2010 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2030 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2050 Fund
$86,566		$18,036		$26,611		$17,312		$9,403		$303

The Board of Trustees has adopted a distribution plan for certain class shares pursuant to Rule 12b-1 of the Investment Company Act of 1940. Each fund’s distribution plan provides that each 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.

Distribution Plan Fee Table:

	CLASS A
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Retirement Income Fund		—		0.25%		0.25%		0.25%		$69,497
MFS Lifetime 2010 Fund		—		0.25%		0.25%		0.25%		29,064
MFS Lifetime 2020 Fund		—		0.25%		0.25%		0.25%		57,131
MFS Lifetime 2030 Fund		—		0.25%		0.25%		0.25%		29,444
MFS Lifetime 2040 Fund		—		0.25%		0.25%		0.25%		19,881
MFS Lifetime 2050 Fund		—		0.25%		0.25%		0.25%		1,839
	CLASS B
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Retirement Income Fund		0.75%		0.25%		1.00%		1.00%		$40,701
MFS Lifetime 2010 Fund		0.75%		0.25%		1.00%		1.00%		22,539
MFS Lifetime 2020 Fund		0.75%		0.25%		1.00%		1.00%		46,445
MFS Lifetime 2030 Fund		0.75%		0.25%		1.00%		1.00%		31,908
MFS Lifetime 2040 Fund		0.75%		0.25%		1.00%		1.00%		17,223
MFS Lifetime 2050 Fund		0.75%		0.25%		1.00%		1.00%		776

61

Notes to Financial Statements – continued

	CLASS C
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Retirement Income Fund		0.75%		0.25%		1.00%		1.00%		$217,684
MFS Lifetime 2010 Fund		0.75%		0.25%		1.00%		1.00%		54,728
MFS Lifetime 2020 Fund		0.75%		0.25%		1.00%		1.00%		74,589
MFS Lifetime 2030 Fund		0.75%		0.25%		1.00%		1.00%		36,385
MFS Lifetime 2040 Fund		0.75%		0.25%		1.00%		1.00%		26,113
MFS Lifetime 2050 Fund		0.75%		0.25%		1.00%		1.00%		734
	CLASS R1
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Retirement Income Fund		0.75%		0.25%		1.00%		1.00%		$27,509
MFS Lifetime 2010 Fund		0.75%		0.25%		1.00%		1.00%		39,321
MFS Lifetime 2020 Fund		0.75%		0.25%		1.00%		1.00%		88,545
MFS Lifetime 2030 Fund		0.75%		0.25%		1.00%		1.00%		62,456
MFS Lifetime 2040 Fund		0.75%		0.25%		1.00%		1.00%		41,272
MFS Lifetime 2050 Fund		0.75%		0.25%		1.00%		1.00%		696
	CLASS R2
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Retirement Income Fund		0.25%		0.25%		0.50%		0.50%		$59,784
MFS Lifetime 2010 Fund		0.25%		0.25%		0.50%		0.50%		112,505
MFS Lifetime 2020 Fund		0.25%		0.25%		0.50%		0.50%		271,058
MFS Lifetime 2030 Fund		0.25%		0.25%		0.50%		0.50%		204,109
MFS Lifetime 2040 Fund		0.25%		0.25%		0.50%		0.50%		161,041
MFS Lifetime 2050 Fund		0.25%		0.25%		0.50%		0.50%		348
	CLASS R3
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Retirement Income Fund		—		0.25%		0.25%		0.25%		$12,432
MFS Lifetime 2010 Fund		—		0.25%		0.25%		0.25%		13,319
MFS Lifetime 2020 Fund		—		0.25%		0.25%		0.25%		41,562
MFS Lifetime 2030 Fund		—		0.25%		0.25%		0.25%		37,561
MFS Lifetime 2040 Fund		—		0.25%		0.25%		0.25%		14,887
MFS Lifetime 2050 Fund		—		0.25%		0.25%		0.25%		182

	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2030 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2050 Fund
Total Distribution and Service Fees		$427,607		$271,476		$579,330		$401,863		$280,417		$4,575

(d) In accordance with the distribution plan for certain classes, each fund pays distribution and/or service fees equal to these annual percentage rates of each class’ 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 April 30, 2011 based on each class’ average daily net assets.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 24 months of purchase. 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 April 30, 2011, were as follows:

CDSC Imposed	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2030 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2050 Fund
Class A		$—		$40		$17		$—		$—		$—
Class B		2,361		4,050		12,697		3,307		4,657		—
Class C		3,690		1,970		1,213		837		990		—

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, provides shareholder services and transfer agent services to the funds. Under a Special Servicing Agreement among MFS, each MFS fund which invests in other MFS funds (“MFS fund-of-funds”) and the underlying funds (other than the MFS Commodity Strategy Fund,

62

Notes to Financial Statements – continued

MFS Global Bond Fund, and MFS Global Real Estate Fund) in which a MFS fund-of-funds invests (“underlying funds”), each underlying fund may pay a portion of each MFS fund-of-fund’s transfer agent-related expenses, including out-of-pocket and sub-accounting fees, to the extent such payments do not exceed the benefits realized or expected to be realized by the underlying fund from the investment in the underlying fund by the MFS fund-of-fund. For the year ended April 30, 2011, shareholder servicing expenses incurred by the funds, including out-of-pocket expenses, are disclosed on the Statement of Operations.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to each fund. Under an administrative services agreement, each fund partially reimburses MFS the costs incurred to provide these services. Each fund pays an annual fixed amount of $17,500. The administrative services fee incurred for the year ended April 30, 2011 was equivalent to the following annual effective rates of each fund’s average daily net assets:

MFS Lifetime Retirement Income Fund	MFS Lifetime 2010 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2030 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2050 Fund
0.0227%		0.0337%		0.0150%		0.0210%		0.0305%		0.8750%

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

Other – Each fund and certain other funds managed by MFS (the funds) have entered into services agreements (the Agreements) which provide for payment of fees by the funds to Tarantino LLC and Griffin Compliance LLC in return for the provision of services of an Independent Chief Compliance Officer (ICCO) and Assistant ICCO, respectively, for the funds. The ICCO and Assistant ICCO are officers of the funds and the sole members of Tarantino LLC and Griffin Compliance LLC, respectively. The funds can terminate the Agreements with Tarantino LLC and Griffin Compliance LLC at any time under the terms of the Agreements. For the year ended April 30, 2011, the aggregate fees paid by each fund to Tarantino LLC and Griffin Compliance LLC amounted to the following and are included in miscellaneous expense on the Statement of Operations:

MFS Lifetime Retirement Income Fund	MFS Lifetime 2010 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2030 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2050 Fund
$676		$478		$1,059		$751		$515		$11

MFS has agreed to reimburse each fund for a portion of the payments made by each fund in the following amounts, which are 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.

MFS Lifetime Retirement Income Fund	MFS Lifetime 2010 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2030 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2050 Fund
$ 343		$237		$530		$377		$258		$5

Each fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks a high level of current income consistent with preservation of capital and liquidity. Income earned on this investment is included in dividends from underlying affiliated funds on the Statement of Operations. This money market fund does not pay a management fee to MFS.

(4) Portfolio Securities

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

	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2030 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2050 Fund
Purchases		$52,934,734		$19,012,400		$33,969,210		$23,937,804		$17,352,065		$2,537,704
Sales		$15,695,383		$14,935,428		$22,025,379		$12,320,141		$8,245,692		$87,165

63

Notes to Financial Statements – continued

(5) Shares of Beneficial Interest

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

	MFS Lifetime Retirement Income Fund												MFS Lifetime 2010 Fund
	Year ended 4/30/11						Year ended 4/30/10						Year ended 4/30/11						Year ended 4/30/10
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold
Class A		2,187,604			$23,619,430			1,689,170			$17,057,220			538,240			$6,210,873			476,943			$5,161,977
Class B		292,004			3,144,665			223,386			2,263,230			125,716			1,444,836			61,451			658,881
Class C		1,775,988			19,285,642			1,235,323			12,606,117			237,799			2,683,219			232,765			2,483,928
Class I		606,934			6,523,638			37,792			391,953			13,116			153,060			16,601			175,953
Class R1		646,887			6,967,460			65,208			658,456			121,920			1,392,367			124,123			1,309,541
Class R2		498,548			5,389,913			514,130			5,158,275			874,450			10,086,946			849,555			9,120,371
Class R3		261,446			2,806,509			181,954			1,809,731			270,645			3,154,004			139,057			1,500,655
Class R4		2,244			24,764			4,929			51,221			24,312			269,748			5,688			61,487
		6,271,655			$67,762,021			3,951,892			$39,996,203			2,206,198			$25,395,053			1,906,183			$20,472,793
Shares issued to shareholders in reinvestment of distributions
Class A		55,683			$605,147			32,097			$326,187			26,356			$303,880			21,149			$229,677
Class B		6,722			73,092			4,737			47,890			3,357			38,507			3,913			42,301
Class C		34,599			376,420			15,856			161,698			8,146			92,543			5,097			54,689
Class I		2,759			30,125			1,034			10,494			1,304			15,095			1,384			15,081
Class R1		5,535			60,504			2,219			22,376			7,998			90,942			7,713			82,757
Class R2		27,134			294,185			25,903			261,970			46,674			534,421			48,446			522,738
Class R3		12,829			139,029			20,897			210,498			10,567			121,948			15,774			171,302
Class R4		334			3,618			270			2,733			764			8,827			401			4,365
		145,595			$1,582,120			103,013			$1,043,846			105,166			$1,206,163			103,877			$1,122,910
Shares reacquired
Class A		(1,036,827	)		$(11,152,140	)		(263,841	)		$(2,698,072	)		(351,554	)		$(4,108,508	)		(293,583	)		$(3,173,760	)
Class B		(112,709	)		(1,198,427	)		(88,209	)		(891,461	)		(85,175	)		(973,866	)		(65,142	)		(693,356	)
Class C		(425,617	)		(4,593,409	)		(102,017	)		(1,039,992	)		(103,966	)		(1,196,554	)		(84,343	)		(890,419	)
Class I		(187,324	)		(2,060,155	)		(8,323	)		(87,835	)		(8,684	)		(103,875	)		(12,731	)		(141,505	)
Class R1		(439,100	)		(4,763,007	)		(47,701	)		(485,842	)		(88,957	)		(1,014,131	)		(87,464	)		(914,633	)
Class R2		(399,650	)		(4,374,145	)		(215,688	)		(2,168,275	)		(907,575	)		(10,454,985	)		(330,866	)		(3,539,448	)
Class R3		(146,106	)		(1,584,522	)		(374,924	)		(3,889,320	)		(251,401	)		(2,900,868	)		(154,907	)		(1,699,052	)
Class R4		(1,652	)		(18,339	)		(670	)		(7,019	)		(19,020	)		(216,942	)		(1,883	)		(20,655	)
		(2,748,985	)		$(29,744,144	)		(1,101,373	)		$(11,267,816	)		(1,816,332	)		$(20,969,729	)		(1,030,919	)		$(11,072,828	)
Net change
Class A		1,206,460			$13,072,437			1,457,426			$14,685,335			213,042			$2,406,245			204,509			$2,217,894
Class B		186,017			2,019,330			139,914			1,419,659			43,898			509,477			222			7,826
Class C		1,384,970			15,068,653			1,149,162			11,727,823			141,979			1,579,208			153,519			1,648,198
Class I		422,369			4,493,608			30,503			314,612			5,736			64,280			5,254			49,529
Class R1		213,322			2,264,957			19,726			194,990			40,961			469,178			44,372			477,665
Class R2		126,032			1,309,953			324,345			3,251,970			13,549			166,382			567,135			6,103,661
Class R3		128,169			1,361,016			(172,073	)		(1,869,091	)		29,811			375,084			(76	)		(27,095	)
Class R4		926			10,043			4,529			46,935			6,056			61,633			4,206			45,197
		3,668,265			$39,599,997			2,953,532			$29,772,233			495,032			$5,631,487			979,141			$10,522,875

64

Notes to Financial Statements – continued

	MFS Lifetime 2020 Fund												MFS Lifetime 2030 Fund
	Year ended 4/30/11						Year ended 4/30/10						Year ended 4/30/11						Year ended 4/30/10
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold
Class A		733,304			$7,814,563			861,465			$8,234,992			535,419			$5,430,900			439,289			$3,901,930
Class B		171,289			1,816,470			139,458			1,337,920			107,427			1,089,117			110,945			974,943
Class C		386,320			4,056,135			266,577			2,556,288			301,713			3,024,785			168,692			1,509,461
Class I		62,310			681,335			34,339			316,305			89,847			945,920			68,395			560,152
Class R1		201,556			2,103,755			276,600			2,546,846			162,274			1,608,500			314,974			2,671,305
Class R2		1,793,663			19,037,135			1,706,306			16,102,874			1,534,683			15,313,530			1,603,164			13,998,063
Class R3		489,088			5,287,131			360,982			3,425,712			436,518			4,391,873			414,727			3,617,825
Class R4		98,792			987,275			9,296			90,064			56,858			533,941			16,877			153,828
		3,936,322			$41,783,799			3,655,023			$34,611,001			3,224,739			$32,338,566			3,137,063			$27,387,507
Shares issued to shareholders in reinvestment of distributions
Class A		44,848			$487,494			37,268			$365,601			17,465			$183,210			14,819			$136,039
Class B		5,869			63,440			7,042			68,803			2,767			28,807			3,318			30,291
Class C		7,924			85,021			6,690			64,890			2,699			28,013			1,633			14,872
Class I		2,456			26,793			2,510			24,703			3,493			36,750			4,072			37,499
Class R1		10,875			117,344			16,410			159,836			4,665			48,608			9,686			88,338
Class R2		98,649			1,066,400			101,525			990,887			55,329			575,970			59,482			542,475
Class R3		32,443			352,651			37,022			363,183			23,463			245,656			26,241			240,630
Class R4		1,071			11,670			761			7,477			1,032			10,846			352			3,236
		204,135			$2,210,813			209,228			$2,045,380			110,913			$1,157,860			119,603			$1,093,380
Shares reacquired
Class A		(328,605	)		$(3,485,082	)		(318,985	)		$(3,061,579	)		(192,936	)		$(1,946,220	)		(92,109	)		$(810,830	)
Class B		(118,807	)		(1,232,423	)		(115,496	)		(1,110,667	)		(59,581	)		(593,819	)		(57,145	)		(484,180	)
Class C		(131,588	)		(1,391,835	)		(70,064	)		(661,936	)		(67,444	)		(669,827	)		(49,085	)		(437,987	)
Class I		(19,978	)		(208,056	)		(34,682	)		(347,454	)		(32,101	)		(310,971	)		(32,246	)		(289,568	)
Class R1		(286,994	)		(2,977,269	)		(246,742	)		(2,329,862	)		(253,045	)		(2,544,489	)		(185,482	)		(1,676,241	)
Class R2		(1,350,081	)		(14,529,731	)		(932,648	)		(8,964,009	)		(1,126,050	)		(11,425,858	)		(734,389	)		(6,402,277	)
Class R3		(394,435	)		(4,245,261	)		(317,071	)		(2,979,268	)		(262,792	)		(2,648,257	)		(255,078	)		(2,245,971	)
Class R4		(95,316	)		(995,993	)		(2,357	)		(23,703	)		(25,152	)		(247,904	)		(3,665	)		(32,230	)
		(2,725,804	)		$(29,065,650	)		(2,038,045	)		$(19,478,478	)		(2,019,101	)		$(20,387,345	)		(1,409,199	)		$(12,379,284	)
Net change
Class A		449,547			$4,816,975			579,748			$5,539,014			359,948			$3,667,890			361,999			$3,227,139
Class B		58,351			647,487			31,004			296,056			50,613			524,105			57,118			521,054
Class C		262,656			2,749,321			203,203			1,959,242			236,968			2,382,971			121,240			1,086,346
Class I		44,788			500,072			2,167			(6,446	)		61,239			671,699			40,221			308,083
Class R1		(74,563	)		(756,170	)		46,268			376,820			(86,106	)		(887,381	)		139,178			1,083,402
Class R2		542,231			5,573,804			875,183			8,129,752			463,962			4,463,642			928,257			8,138,261
Class R3		127,096			1,394,521			80,933			809,627			197,189			1,989,272			185,890			1,612,484
Class R4		4,547			2,952			7,700			73,838			32,738			296,883			13,564			124,834
		1,414,653			$14,928,962			1,826,206			$17,177,903			1,316,551			$13,109,081			1,847,467			$16,101,603

65

Notes to Financial Statements – continued

	MFS Lifetime 2040 Fund												MFS Lifetime 2050 Fund
	Year ended 4/30/11						Year ended 4/30/10						Year ended 4/30/11 (c)						Year ended 4/30/10
	Shares			Amount			Shares			Amount			Shares			Amount			Shares		Amount
Shares sold
Class A		334,918			$3,348,387			409,230			$3,541,273			155,270			$1,652,241			—		$—
Class B		71,271			728,116			72,867			615,216			14,149			147,885			—		—
Class C		163,822			1,618,718			140,211			1,197,776			13,739			143,891			—		—
Class I		59,233			596,372			50,347			428,693			14,277			148,142			—		—
Class R1		152,194			1,495,538			168,470			1,411,829			10,001			100,015			—		—
Class R2		1,507,856			14,834,336			1,519,388			12,949,090			10,019			100,222			—		—
Class R3		259,122			2,592,803			229,260			1,961,226			11,760			120,245			—		—
Class R4		37,529			345,045			6,892			61,025			10,000			100,000			—		—
		2,585,945			$25,559,315			2,596,665			$22,166,128			239,215			$2,512,641			—		$—
Shares issued to shareholders in reinvestment of distributions
Class A		10,569			$109,711			11,819			$106,610			1,514			$ 16,770			—		$—
Class B		1,166			12,069			2,228			20,054			91			1,009			—		—
Class C		1,271			13,042			1,837			16,427			91			1,009			—		—
Class I		3,660			38,175			4,044			36,599			132			1,466			—		—
Class R1		2,959			30,444			5,048			45,179			91			1,009			—		—
Class R2		38,633			398,688			46,796			419,758			105			1,167			—		—
Class R3		8,087			83,944			10,687			96,397			112			1,246			—		—
Class R4		692			7,216			458			4,144			120			1,324			—		—
		67,037			$693,289			82,917			$745,168			2,256			$25,000			—		$—
Shares reacquired
Class A		(161,329	)		$(1,616,920	)		(150,140	)		$(1,313,280	)		(4,803	)		$(55,443	)		—		$—
Class B		(45,542	)		(446,292	)		(58,238	)		(504,255	)		—			—			—		—
Class C		(70,166	)		(687,759	)		(39,948	)		(326,261	)		—			—			—		—
Class I		(21,111	)		(217,528	)		(11,572	)		(100,351	)		(1,611	)		(18,160	)		—		—
Class R1		(89,979	)		(869,959	)		(119,322	)		(1,031,797	)		—			—			—		—
Class R2		(1,066,677	)		(10,801,646	)		(652,168	)		(5,652,239	)		—			—			—		—
Class R3		(138,539	)		(1,351,928	)		(191,418	)		(1,673,707	)		—			—			—		—
Class R4		(18,938	)		(192,840	)		(1,679	)		(14,956	)		—			—			—		—
		(1,612,281	)		$(16,184,872	)		(1,224,485	)		$(10,616,846	)		(6,414	)		$(73,603	)		—		$—
Net change
Class A		184,158			$1,841,178			270,909			$2,334,603			151,981			$1,613,568			—		$—
Class B		26,895			293,893			16,857			131,015			14,240			148,894			—		—
Class C		94,927			944,001			102,100			887,942			13,830			144,900			—		—
Class I		41,782			417,019			42,819			364,941			12,798			131,448			—		—
Class R1		65,174			656,023			54,196			425,211			10,092			101,024			—		—
Class R2		479,812			4,431,378			914,016			7,716,609			10,124			101,389			—		—
Class R3		128,670			1,324,819			48,529			383,916			11,872			121,491			—		—
Class R4		19,283			159,421			5,671			50,213			10,120			101,324			—		—
		1,040,701			$10,067,732			1,455,097			$12,294,450			235,057			$2,464,038			—		$—

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

(6) Line of Credit

Each fund, excluding the MFS Lifetime 2050 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 participating funds, based on their 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

66

Notes to Financial Statements – continued

participating funds at the end of each calendar quarter. In addition, each fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Federal Reserve funds rate plus an agreed upon spread. For the year ended April 30, 2011, each fund’s commitment fee and interest expense were equal to the following and are included in miscellaneous expense on the Statements of Operations:

	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2030 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2050 Fund
Commitment Fee		$687		$453		$1,005		$749		$515		N/A
Interest Expense		—		—		—		—		—		—

(7) Transactions in Underlying Affiliated Funds-Affiliated Issuers

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

	MFS Lifetime Retirement Income Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		—		87,392		(17,261)		70,131
MFS Core Growth Fund		65,892		56,136		(18,315)		103,713
MFS Diversified Target Return Fund		118,490		121,257		(18,921)		220,826
MFS Emerging Markets Debt Fund		116,609		40,755		(87,808)		69,556
MFS Global Bond Fund		—		511,129		(42,078)		469,051
MFS Global Real Estate Fund		37,662		40,506		(10,375)		67,793
MFS Government Securities Fund		556,917		551,158		(109,153)		998,922
MFS High Income Fund		503,680		447,539		(94,279)		856,940
MFS Inflation-Adjusted Bond Fund		554,960		517,297		(115,623)		956,634
MFS Institutional Money Market Portfolio		—		4,189,555		(4,182,671)		6,884
MFS International Growth Fund		24,148		18,216		(6,608)		35,756
MFS International Value Fund		23,669		18,656		(5,759)		36,566
MFS Limited Maturity Fund		1,819,103		1,782,200		(310,357)		3,290,946
MFS Mid Cap Growth Fund		202,775		168,661		(73,224)		298,212
MFS Mid Cap Value Fund		138,453		108,004		(38,926)		207,531
MFS New Discovery Fund		51,644		41,930		(21,860)		71,714
MFS Research Bond Fund		1,372,425		1,134,361		(390,244)		2,116,542
MFS Research Fund		212,051		161,477		(76,079)		297,449
MFS Research International Fund		119,173		89,571		(31,891)		176,853
MFS Value Fund		50,852		43,011		(12,118)		81,745
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$6,927		$ —		$2,225		$1,016,902
MFS Core Growth Fund		(1,926)		—		—		2,033,805
MFS Diversified Target Return Fund		(4,821)		—		43,629		2,033,805
MFS Emerging Markets Debt Fund		39,469		17,485		46,397		1,016,902
MFS Global Bond Fund		(10,879)		13,725		106,170		5,084,512
MFS Global Real Estate Fund		(10,486)		78,736		45,014		1,016,903
MFS Government Securities Fund		(14,707)		—		251,837		10,169,025
MFS High Income Fund		(2,365)		—		169,920		3,050,707
MFS Inflation-Adjusted Bond Fund		(16,181)		31,911		159,696		10,169,025
MFS Institutional Money Market Portfolio		—		—		69		6,884
MFS International Growth Fund		(1,800)		—		7,883		1,016,902
MFS International Value Fund		(2,309)		—		10,449		1,016,902
MFS Limited Maturity Fund		(45,305)		—		530,408		20,338,049
MFS Mid Cap Growth Fund		6,670		—		—		3,050,707
MFS Mid Cap Value Fund		(848)		—		20,336		3,050,707
MFS New Discovery Fund		8,424		93,278		—		2,033,805
MFS Research Bond Fund		(14,444)		—		698,202		22,371,854
MFS Research Fund		(46,518)		—		61,535		8,135,220
MFS Research International Fund		(8,782)		—		37,657		3,050,707
MFS Value Fund		(2,256)		—		25,432		2,033,815
		$(122,137)		$235,135		$2,216,859		$101,697,138

67

Notes to Financial Statements – continued

	MFS Lifetime 2010 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		—		59,158		(19,784)		39,374
MFS Core Growth Fund		65,474		19,615		(26,861)		58,228
MFS Diversified Target Return Fund		100,822		41,163		(18,007)		123,978
MFS Emerging Markets Debt Fund		104,770		10,592		(76,311)		39,051
MFS Global Bond Fund		—		308,550		(45,211)		263,339
MFS Global Real Estate Fund		32,001		20,563		(14,502)		38,062
MFS Government Securities Fund		473,513		173,530		(86,218)		560,825
MFS High Income Fund		452,279		115,376		(86,543)		481,112
MFS Inflation-Adjusted Bond Fund		472,475		156,564		(91,955)		537,084
MFS Institutional Money Market Portfolio		—		4,195,959		(4,138,280)		57,679
MFS International Growth Fund		22,267		7,407		(9,599)		20,075
MFS International Value Fund		21,802		7,245		(8,518)		20,529
MFS Limited Maturity Fund		1,481,302		593,551		(227,215)		1,847,638
MFS Mid Cap Growth Fund		178,914		69,465		(80,954)		167,425
MFS Mid Cap Value Fund		121,879		45,948		(51,313)		116,514
MFS New Discovery Fund		43,915		19,042		(22,695)		40,262
MFS Research Bond Fund		1,146,892		356,390		(314,991)		1,188,291
MFS Research Fund		176,022		72,636		(81,661)		166,997
MFS Research International Fund		104,127		41,128		(45,965)		99,290
MFS Value Fund		50,387		15,403		(19,895)		45,895
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$21,984		$ —		$1,441		$570,920
MFS Core Growth Fund		22,885		—		—		1,141,843
MFS Diversified Target Return Fund		(1,080)		—		28,204		1,141,840
MFS Emerging Markets Debt Fund		135,533		11,345		33,415		570,920
MFS Global Bond Fund		(5,172)		8,869		68,818		2,854,600
MFS Global Real Estate Fund		(2,259)		57,140		29,138		570,923
MFS Government Securities Fund		(14,227)		—		170,456		5,709,200
MFS High Income Fund		683		—		116,834		1,712,760
MFS Inflation-Adjusted Bond Fund		(9,009)		20,483		109,420		5,709,200
MFS Institutional Money Market Portfolio		—		—		38		57,679
MFS International Growth Fund		11,743		—		5,107		570,920
MFS International Value Fund		4,383		—		6,748		570,920
MFS Limited Maturity Fund		(37,163)		—		356,544		11,418,400
MFS Mid Cap Growth Fund		89,877		—		—		1,712,760
MFS Mid Cap Value Fund		65,715		—		13,128		1,712,760
MFS New Discovery Fund		51,253		62,087		—		1,141,840
MFS Research Bond Fund		(4,549)		—		470,725		12,560,240
MFS Research Fund		44,205		—		39,693		4,567,360
MFS Research International Fund		16,256		—		24,780		1,712,760
MFS Value Fund		20,523		—		18,140		1,141,856
		$411,581		$159,924		$1,492,629		$57,149,701

68

Notes to Financial Statements – continued

	MFS Lifetime 2020 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		—		337,463		(79,796)		257,667
MFS Core Growth Fund		576,706		80,610		(117,455)		539,861
MFS Diversified Target Return Fund		111,822		53,709		(2,873)		162,658
MFS Emerging Markets Debt Fund		366,325		76,908		(165,752)		277,481
MFS Emerging Markets Equity Fund		3,317		—		(3,317)		—
MFS Global Bond Fund		—		663,848		(37,218)		626,630
MFS Global Real Estate Fund		148,570		52,228		(29,836)		170,962
MFS Government Securities Fund		960,596		426,790		(64,698)		1,322,688
MFS High Income Fund		1,586,806		435,061		(124,188)		1,897,679
MFS Inflation-Adjusted Bond Fund		525,347		222,653		(42,927)		705,073
MFS Institutional Money Market Portfolio		—		5,155,520		(5,155,509)		11
MFS International Growth Fund		142,812		24,699		(29,267)		138,244
MFS International New Discovery Fund		59,072		6,160		(15,708)		49,524
MFS International Value Fund		139,720		22,466		(19,864)		142,322
MFS Limited Maturity Fund		—		243,584		—		243,584
MFS Mid Cap Growth Fund		919,813		150,285		(188,761)		881,337
MFS Mid Cap Value Fund		628,107		82,309		(93,926)		616,490
MFS New Discovery Fund		151,343		28,794		(41,335)		138,802
MFS Research Bond Fund		1,464,962		509,243		(371,234)		1,602,971
MFS Research Fund		398,674		67,859		(79,257)		387,276
MFS Research International Fund		458,758		79,497		(81,871)		456,384
MFS Value Fund		443,775		62,530		(80,229)		426,076
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$154,832		$ —		$9,498		$3,736,180
MFS Core Growth Fund		(400,885)		—		—		10,586,673
MFS Diversified Target Return Fund		(762)		—		31,954		1,498,081
MFS Emerging Markets Debt Fund		141,446		73,810		193,478		4,056,767
MFS Emerging Markets Equity Fund		38,408		—		—		—
MFS Global Bond Fund		(6,541)		19,170		154,191		6,792,672
MFS Global Real Estate Fund		4,731		252,119		125,422		2,564,434
MFS Government Securities Fund		(8,413)		—		372,937		13,464,965
MFS High Income Fund		(43,881)		—		430,456		6,755,739
MFS Inflation-Adjusted Bond Fund		(1,166)		22,815		125,842		7,494,921
MFS Institutional Money Market Portfolio		—		—		78		11
MFS International Growth Fund		37,686		—		33,645		3,931,655
MFS International New Discovery Fund		(57,733)		—		13,370		1,206,889
MFS International Value Fund		12,477		—		44,403		3,957,972
MFS Limited Maturity Fund		—		—		12,999		1,505,348
MFS Mid Cap Growth Fund		(129,019)		—		—		9,016,078
MFS Mid Cap Value Fund		(111,215)		—		68,754		9,062,399
MFS New Discovery Fund		175,125		209,071		—		3,936,420
MFS Research Bond Fund		22,367		—		581,946		16,943,402
MFS Research Fund		(145,119)		—		88,502		10,591,993
MFS Research International Fund		(226,291)		—		106,778		7,872,632
MFS Value Fund		(361,397)		—		154,323		10,600,762
		$(905,350)		$576,985		$2,548,576		135,575,993

69

Notes to Financial Statements – continued

	MFS Lifetime 2030 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		—		363,910		(52,002)		311,908
MFS Core Growth Fund		543,417		122,898		(71,091)		595,224
MFS Diversified Target Return Fund		36,765		27,698		(2,974)		61,489
MFS Emerging Markets Debt Fund		117,669		54,052		(55,048)		116,673
MFS Emerging Markets Equity Fund		37,575		7,406		(5,264)		39,717
MFS Global Bond Fund		—		225,406		(15,278)		210,128
MFS Global Real Estate Fund		202,580		91,426		(29,933)		264,073
MFS High Income Fund		510,365		340,284		(52,613)		798,036
MFS Inflation-Adjusted Bond Fund		270,614		155,313		(52,916)		373,011
MFS Institutional Money Market Portfolio		—		3,944,285		(3,944,274)		11
MFS International Growth Fund		192,314		38,398		(19,663)		211,049
MFS International New Discovery Fund		116,373		18,278		(13,944)		120,707
MFS International Value Fund		188,449		45,922		(18,430)		215,941
MFS Mid Cap Growth Fund		904,776		166,783		(130,313)		941,246
MFS Mid Cap Value Fund		616,499		110,164		(71,443)		655,220
MFS New Discovery Fund		154,088		32,267		(26,558)		159,797
MFS Research Bond Fund		266,181		104,952		(103,477)		267,656
MFS Research Fund		278,954		63,099		(43,639)		298,414
MFS Research International Fund		414,709		93,594		(68,156)		440,147
MFS Value Fund		419,811		101,285		(51,911)		469,185
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$37,547		$ —		$10,466		$4,522,666
MFS Core Growth Fund		(221,710)		—		—		11,672,335
MFS Diversified Target Return Fund		(840)		—		11,764		566,316
MFS Emerging Markets Debt Fund		(2,148)		27,705		70,165		1,705,765
MFS Emerging Markets Equity Fund		3,119		—		5,141		1,468,349
MFS Global Bond Fund		(5,659)		5,759		46,321		2,277,785
MFS Global Real Estate Fund		(24,327)		354,161		184,158		3,961,096
MFS High Income Fund		(12,776)		—		156,578		2,841,008
MFS Inflation-Adjusted Bond Fund		(2,057)		12,268		65,848		3,965,107
MFS Institutional Money Market Portfolio		—		—		70		11
MFS International Growth Fund		7,053		—		48,636		6,002,232
MFS International New Discovery Fund		(13,578)		—		29,465		2,941,636
MFS International Value Fund		1,595		—		64,357		6,005,332
MFS Mid Cap Growth Fund		(152,464)		—		—		9,628,944
MFS Mid Cap Value Fund		(105,897)		—		67,762		9,631,735
MFS New Discovery Fund		27,498		223,787		—		4,531,849
MFS Research Bond Fund		7,934		—		96,857		2,829,123
MFS Research Fund		(154,126)		—		64,345		8,161,627
MFS Research International Fund		(305,615)		—		96,403		7,592,539
MFS Value Fund		(293,697)		—		157,486		11,673,319
		$(1,210,148)		$623,680		$1,175,822		$101,978,774

70

Notes to Financial Statements – continued

	MFS Lifetime 2040 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		—		286,516		(41,433)		245,083
MFS Core Growth Fund		381,674		108,856		(55,056)		435,474
MFS Emerging Markets Equity Fund		33,110		9,257		(3,990)		38,377
MFS Global Real Estate Fund		167,528		91,283		(21,643)		237,168
MFS Inflation-Adjusted Bond Fund		125,255		71,184		(29,574)		166,865
MFS Institutional Money Market Portfolio		—		3,537,868		(3,533,598)		4,270
MFS International Growth Fund		148,852		39,659		(13,342)		175,169
MFS International New Discovery Fund		101,594		25,119		(9,902)		116,811
MFS International Value Fund		145,374		48,182		(14,310)		179,246
MFS Mid Cap Growth Fund		669,892		154,528		(129,365)		695,055
MFS Mid Cap Value Fund		457,555		105,741		(79,190)		484,106
MFS New Discovery Fund		115,467		32,621		(22,599)		125,489
MFS Research Bond Fund		123,129		70,200		(25,522)		167,807
MFS Research Fund		188,663		52,455		(32,945)		208,173
MFS Research International Fund		278,747		79,420		(28,071)		330,096
MFS Value Fund		294,281		91,415		(42,435)		343,261
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$33,029		$ —		$8,039		$3,553,704
MFS Core Growth Fund		(148,605)		—		—		8,539,643
MFS Emerging Markets Equity Fund		1,466		—		4,791		1,418,808
MFS Global Real Estate Fund		(33,589)		302,715		161,095		3,557,513
MFS Inflation-Adjusted Bond Fund		(1,262)		5,622		30,099		1,773,780
MFS Institutional Money Market Portfolio		—		—		77		4,270
MFS International Growth Fund		7,487		—		39,519		4,981,819
MFS International New Discovery Fund		814		—		27,428		2,846,688
MFS International Value Fund		1,639		—		52,394		4,984,823
MFS Mid Cap Growth Fund		(133,220)		—		—		7,110,417
MFS Mid Cap Value Fund		(97,490)		—		49,135		7,116,360
MFS New Discovery Fund		20,651		172,660		—		3,558,861
MFS Research Bond Fund		(835)		—		58,747		1,773,721
MFS Research Fund		(98,464)		—		44,299		5,693,531
MFS Research International Fund		(101,835)		—		71,510		5,694,153
MFS Value Fund		(214,076)		—		113,507		8,540,342
		$(764,290)		$480,997		$660,640		$71,148,433

71

Notes to Financial Statements – continued

	MFS Lifetime 2050 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		—		10,456		(534)		9,922
MFS Core Growth Fund		—		17,954		(492)		17,462
MFS Emerging Markets Equity Fund		—		1,587		(44)		1,543
MFS Global Real Estate Fund		—		9,738		(241)		9,497
MFS Inflation-Adjusted Bond Fund		—		7,006		(298)		6,708
MFS Institutional Money Market Portfolio		—		356,646		(344,135)		12,511
MFS International Growth Fund		—		7,163		(134)		7,029
MFS International New Discovery Fund		—		4,763		(82)		4,681
MFS International Value Fund		—		7,413		(207)		7,206
MFS Mid Cap Growth Fund		—		29,195		(1,332)		27,863
MFS Mid Cap Value Fund		—		20,046		(638)		19,408
MFS New Discovery Fund		—		5,364		(323)		5,041
MFS Research Bond Fund		—		6,958		(211)		6,747
MFS Research Fund		—		8,518		(173)		8,345
MFS Research International Fund		—		13,672		(433)		13,239
MFS Value Fund		—		14,095		(342)		13,753
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$285		$ —		$297		$143,872
MFS Core Growth Fund		97		—		—		342,431
MFS Emerging Markets Equity Fund		(19)		—		175		57,036
MFS Global Real Estate Fund		(219)		5,740		5,787		142,447
MFS Inflation-Adjusted Bond Fund		(68)		201		587		71,304
MFS Institutional Money Market Portfolio		—		—		5		12,511
MFS International Growth Fund		32		—		1,441		199,900
MFS International New Discovery Fund		1		—		995		114,075
MFS International Value Fund		24		—		1,902		200,390
MFS Mid Cap Growth Fund		390		—		—		285,041
MFS Mid Cap Value Fund		76		—		1,797		285,294
MFS New Discovery Fund		183		6,274		—		142,959
MFS Research Bond Fund		(28)		—		1,259		71,313
MFS Research Fund		12		—		1,619		228,236
MFS Research International Fund		40		—		2,564		228,381
MFS Value Fund		21		—		2,686		342,167
		$827		$12,215		$21,114		$2,867,357

72

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust XII and Shareholders of MFS Lifetime Funds:

We have audited the accompanying statements of assets and liabilities of MFS Lifetime Retirement Income Fund, MFS Lifetime 2010 Fund, MFS Lifetime 2020 Fund, MFS Lifetime 2030 Fund, MFS Lifetime 2040 and MFS Lifetime 2050 Fund (the “MFS Lifetime Funds”) (six of the funds constituting MFS Series Trust XII), including the portfolios of investments, as of April 30, 2011, and the related statements of operations, statements of changes in net assets and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the MFS Lifetime Funds’ 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 MFS Lifetime Funds’ 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 MFS Lifetime Funds’ 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 April 30, 2011, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers 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 the MFS Lifetime Funds at April 30, 2011, statements of operations, statements of changes in net assets and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

Boston, Massachusetts

June 17, 2011

73

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and officers of the Trust, as of June 1, 2011, 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 500 Boylston Street, Boston, Massachusetts 02116.

Name, Date of Birth	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) (born 10/20/63)	Trustee	February 2004	Massachusetts Financial Services Company, Chairman, Chief Executive Officer and Director; President (until December 2009); Chief Investment Officer (until July 2010)
Robert C. Pozen (k) (born 8/08/46)	Trustee	February 2004	Massachusetts Financial Services Company, Chairman Emeritus; Chairman (until July 2010)	Medtronic, Inc, (medical devices), Director (since 2004); The Neilsen Company (market research), Director (since 2010); Telesat (satellite communications), Director (until November 2007); Bell Canada Enterprises (telecommunications), Director (until February 2009)
INDEPENDENT TRUSTEES
David H. Gunning (born 5/30/42)	Trustee and Chair of Trustees	January 2004	Retired; Cleveland-Cliffs Inc. (mining products and service provider), Vice Chairman/Director (until May 2007)	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 (born 11/29/41)	Trustee	January 2006	Consultant – investment company industry regulatory and compliance matters
Maureen R. Goldfarb (born 4/06/55)	Trustee	January 2009	Private investor
William R. Gutow (born 9/27/41)	Trustee	December 1993	Private investor and real estate consultant; Capital Entertainment Management Company (video franchise), Vice Chairman	Atlantic Coast Tan (tanning salons), Vice Chairman (until 2007); Texas Donuts (donut franchise), Vice Chairman (until 2010)
Michael Hegarty (born 12/21/44)	Trustee	December 2004	Private investor
John P. Kavanaugh (born 11/04/54)	Trustee	January 2009	Private investor; The Hanover Insurance Group, Inc., Vice President and Chief Investment Officer (until 2006); Allmerica Investment Trust, Allmerica Securities Trust and Opus Investment Trust (investment companies), Chairman, President and Trustee (until 2006)
J. Dale Sherratt (born 9/23/38)	Trustee	June 1989	Insight Resources, Inc. (acquisition planning specialists), President; Wellfleet Investments (investor in health care companies), Managing General Partner
Laurie J. Thomsen (born 8/05/57)	Trustee	March 2005	Private investor; New Profit, Inc. (venture philanthropy), Executive Partner (until 2010)	The Travelers Companies (property and casualty insurance), Director
Robert W. Uek (born 5/18/41)	Trustee	January 2006	Consultant to investment company industry

74

Trustees and Officers – continued

Name, Date of Birth	Position(s) Held with Fund	Trustee/Officer Since (h)	Principal Occupations During the Past Five Years	Other Directorships  (j)
OFFICERS
Maria F. DiOrioDwyer (k) (born 12/01/58)	President	March 2004	Massachusetts Financial Services Company, Executive Vice President and Chief Regulatory Officer (since March 2004) Chief Compliance Officer (since December 2006)
Christopher R. Bohane (k) (born 1/18/74)	Assistant Secretary and Assistant Clerk	July 2005	Massachusetts Financial Services Company, Vice President and Senior Counsel
John M. Corcoran (k) (born 4/13/65)	Treasurer	October 2008	Massachusetts Financial Services Company, Senior Vice President (since October 2008); State Street Bank and Trust (financial services provider), Senior Vice President, (until September 2008)
Ethan D. Corey (k) (born 11/21/63)	Assistant Secretary and Assistant Clerk	July 2005	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
David L. DiLorenzo (k) (born 8/10/68)	Assistant Treasurer	July 2005	Massachusetts Financial Services Company, Vice President
Timothy M. Fagan (k) (born 7/10/68)	Assistant Secretary and Assistant Clerk	September 2005	Massachusetts Financial Services Company, Vice President and Senior Counsel
Robyn L. Griffin (born 7/04/75)	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 (October 2006 – July 2008); Liberty Mutual Group (insurance), Personal Market Assistant Controller (April 2006 – October 2006); Deloitte & Touche LLP (professional services firm), Senior Manager (prior to April 2006)
Brian E. Langenfeld (k) (born 3/07/73)	Assistant Secretary and Assistant Clerk	June 2006	Massachusetts Financial Services Company, Vice President and Senior Counsel (since May 2006); John Hancock Advisers, LLC, Assistant Vice President and Counsel (until April 2006)
Ellen Moynihan (k) (born 11/13/57)	Assistant Treasurer	April 1997	Massachusetts Financial Services Company, Senior Vice President
Susan S. Newton (k) (born 3/07/50)	Assistant Secretary and Assistant Clerk	May 2005	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
Susan A. Pereira (k) (born 11/05/70)	Assistant Secretary and Assistant Clerk	July 2005	Massachusetts Financial Services Company, Vice President and Senior Counsel
Mark N. Polebaum (k) (born 5/01/52)	Secretary and Clerk	January 2006	Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary (since January 2006); Wilmer Cutler Pickering Hale and Dorr LLP (law firm), Partner (until January 2006)

75

Trustees and Officers – continued

Name, Date of Birth	Position(s) Held with Fund	Trustee/Officer Since (h)	Principal Occupations During the Past Five Years	Other Directorships  (j)
Frank L. Tarantino (born 3/07/44)	Independent Chief Compliance Officer	June 2004	Tarantino LLC (provider of compliance services), Principal
Richard S. Weitzel (k) (born 7/16/70)	Assistant Secretary and Assistant Clerk	October 2007	Massachusetts Financial Services Company, Vice President and Assistant General Counsel
James O. Yost (k) (born 6/12/60)	Assistant Treasurer	September 1990	Massachusetts Financial Services Company, Senior Vice President

(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, Messrs. Pozen and Manning served as Advisory Trustees. For the period March 2008 until October 2008, Ms. DiOrioDwyer served as Treasurer 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 500 Boylston Street, Boston, Massachusetts 02116.

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, 2011, the Trustees served as board members of 105 funds within the MFS Family of Funds.

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	State Street Bank and Trust
500 Boylston Street, Boston, MA 02116-3741	1 Lincoln Street, Boston, MA 02111-2900
Distributor	Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.	Ernst & Young LLP
500 Boylston Street, Boston, MA 02116-3741	200 Clarendon Street, Boston, MA 02116
Portfolio Manager
Joseph Flaherty

76

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

A discussion regarding the Board’s most recent review and renewal of each fund’s Investment Advisory Agreement with MFS is available by clicking on the fund’s name under “Mutual Funds” in the “Products and Performance” 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 twelve-month period ended June 30, 2010 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. The fund’s Form N-Q 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. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and copies of this information 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.

A shareholder can also obtain the quarterly portfolio holdings report at mfs.com.

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 and Performance” section of mfs.com.

FEDERAL TAX INFORMATION (unaudited)

The funds will notify shareholders of amounts for use in preparing 2011 income tax forms in January 2012. The following information is provided pursuant to provisions of the Internal Revenue Code.

The funds designate the maximum amount allowable as qualified dividend income eligible for the 15% tax rate.

For corporate shareholders, the percentages of the ordinary income dividends paid during the fiscal year that qualify for the corporate dividends received deduction are as follows:

	Dividends Received Deductions
MFS Lifetime Retirement Income Fund		5.54%
MFS Lifetime 2010 Fund		6.20%
MFS Lifetime 2020 Fund		13.97%
MFS Lifetime 2030 Fund		24.37%
MFS Lifetime 2040 Fund		29.02%
MFS Lifetime 2050 Fund		25.05%

77

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.

78

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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CONTACT US

Web site

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

Account service and literature

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

Mailing address

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

Overnight mail

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

ITEM 2. CODE OF ETHICS.

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 Ernst & Young LLP (“E&Y”) to serve as independent accountants to certain series of the Registrant (collectively, the “Funds”). 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 April 30, 2011 and 2010, audit fees billed to the Funds by E&Y were as follows:

	Audit Fees
	2011		2010
Fees billed by E&Y:
MFS Lifetime Retirement Income Fund		25,553		25,284
MFS Lifetime 2011 Fund		25,553		25,284
MFS Lifetime 2020 Fund		25,553		25,284
MFS Lifetime 2030 Fund		25,553		25,284
MFS Lifetime 2040 Fund		25,553		25,284
MFS Lifetime 2050 Fund		13,050		N/A	**
Total		140,815		126,420

For the fiscal years ended April 30, 2011 and 2010, fees billed by 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
	2011		2010			2011		2010			2011		2010
Fees billed by E&Y:
To MFS Lifetime Retirement Income Fund		0		0			4,671		4,621			0		0
To MFS Lifetime 2011 Fund		0		0			4,671		4,621			0		0
To MFS Lifetime 2020 Fund		0		0			4,671		4,621			0		0
To MFS Lifetime 2030 Fund		0		0			4,671		4,621			0		0
To MFS Lifetime 2040 Fund		0		0			4,671		4,621			0		0
To MFS Lifetime 2050 Fund		0		N/A	**		4,650		N/A	**		0		N/A	**
Total fees billed by E&Y		0		0			28,005		23,105			0		0
To above Funds:
To MFS and MFS Related Entities of MFS Lifetime Retirement Income Fund*		0		0			0		0			0		0
To MFS and MFS Related Entities of MFS Lifetime 2011 Fund*		0		0			0		0			0		0
To MFS and MFS Related Entities of MFS Lifetime 2020 Fund*		0		0			0		0			0		0
To MFS and MFS Related Entities of MFS Lifetime 2030 Fund*		0		0			0		0			0		0
To MFS and MFS Related Entities of MFS Lifetime 2040 Fund*		0		0			0		0			0		0
To MFS and MFS Related Entities of MFS Lifetime 2050 Fund*		0		0			0		0			0		0

	2011		2010
Aggregate fees for non-audit services:
To MFS Lifetime Retirement Income Fund, MFS and MFS Related Entities#		232,345		216,421
To MFS Lifetime 2011 Fund, MFS and MFS Related Entities#		232,345		216,421
To MFS Lifetime 2020 Fund, MFS and MFS Related Entities#		232,345		216,421
To MFS Lifetime 2030 Fund, MFS and MFS Related Entities#		232,345		216,421
To MFS Lifetime 2040 Fund, MFS and MFS Related Entities#		232,345		216,421
To MFS Lifetime 2050 Fund, MFS and MFS Related Entities#		232,324		211,800

* 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).

** MFS Lifetime 2050 Fund commenced investment operations in September, 2010.

# 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.

¹  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 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 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 Declaration of Trust, as amended, of the Registrant is on file with the Secretary of State of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and the obligations of or arising out of this instrument are not binding upon any of the Trustees or shareholders individually, but are binding only upon the assets and property of the respective constituent series of the Registrant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) MFS SERIES TRUST XII

By (Signature and Title)*	MARIA F. DIORIODWYER
	Maria F. DiOrioDwyer, President

Date: June 17, 2011

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)*	MARIA F. DIORIODWYER
	Maria F. DiOrioDwyer, President (Principal Executive Officer)

Date: June 17, 2011

By (Signature and Title)*	JOHN M. CORCORAN
	John M. Corcoran, Treasurer (Principal Financial Officer and Accounting Officer)

Date: June 17, 2011

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