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: October 31, 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 Equity Opportunities Fund (formerly 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

SEMIANNUAL REPORT

October 31, 2011

LTF-SEM

MFS® LIFETIME FUNDS

CONTENTS
Letter from the Chairman and CEO	1
Portfolio composition	2
Expense tables	4
Portfolio of investments	8
Statements of assets and liabilities	14
Statements of operations	17
Statements of changes in net assets	18
Financial highlights	19
Notes to financial statements	49
Board review of investment advisory agreement	66
Proxy voting policies and information	71
Quarterly portfolio disclosure	71
Further information	71
Provision of financial reports and summary prospectuses	71
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 CHAIRMAN AND CEO

Dear Shareholders:

We are indeed living through some volatile times. Economic uncertainty is everywhere, as it seems no place in the world has been unmoved by crisis this year. We have seen a devastating earthquake

and tsunami that have led to disruptions in the Japanese markets and supply chains. Protests have changed the face of the Middle East and left in their wake lingering tensions and resultant higher oil prices. We have seen debt limits tested in Europe and the United States and policymakers grappling to craft often unpopular monetary and fiscal responses at a time when consumers and businesses struggle with what appears to be a slowing global economy. On top of all of that, we have seen long-term U.S. debt lose its Standard & Poor’s AAA rating.

When markets become volatile, managing risk becomes a top priority for investors and their advisors. At MFS® risk management is foremost in our minds in all market climates. Our analysts and portfolio managers keep risks firmly in mind when evaluating securities. Additionally, we have a team of quantitative analysts that measures and assesses the risk profiles of our portfolios and securities on an ongoing basis. The chief investment risk officer, who oversees the team, reports directly to the firm’s president and chief investment officer so the risk associated with each portfolio can be assessed objectively and independently of the portfolio management team.

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®

December 16, 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 actual allocation

Portfolio holdings
MFS Research Bond Fund	22.0%
MFS Limited Maturity Fund	19.9%
MFS Inflation-Adjusted Bond Fund	10.0%
MFS Government Securities Fund	10.0%
MFS Global Bond Fund	4.9%
MFS Research Fund	4.1%
MFS Value Fund	4.0%
MFS Growth Fund	4.0%
MFS Mid Cap Value Fund	3.0%
MFS Mid Cap Growth Fund	3.0%
MFS High Income Fund	3.0%
MFS Research International Fund	3.0%
MFS Absolute Return Fund	2.0%
MFS New Discovery Fund	1.1%
MFS New Discovery Value Fund	1.0%
MFS Global Real Estate Fund	1.0%
MFS International Growth Fund	1.0%
MFS Commodity Strategy Fund	1.0%
MFS Emerging Markets Debt Fund	1.0%
MFS International Value Fund	1.0%
Cash & Other Net Assets (o)	0.0%

MFS Lifetime 2010 Fund

Portfolio target allocation

Portfolio actual allocation

Portfolio holdings
MFS Research Bond Fund	22.0%
MFS Limited Maturity Fund	19.8%
MFS Inflation-Adjusted Bond Fund	10.0%
MFS Government Securities Fund	9.9%
MFS Global Bond Fund	4.9%
MFS Research Fund	4.1%
MFS Value Fund	4.1%
MFS Growth Fund	4.0%
MFS Mid Cap Value Fund	3.1%
MFS Mid Cap Growth Fund	3.1%
MFS High Income Fund	3.0%
MFS Research International Fund	3.0%
MFS Absolute Return Fund	2.0%
MFS New Discovery Fund	1.0%
MFS New Discovery Value Fund	1.0%
MFS Global Real Estate Fund	1.0%
MFS International Growth Fund	1.0%
MFS Emerging Markets Debt Fund	1.0%
MFS Commodity Strategy Fund	1.0%
MFS International Value Fund	1.0%
Cash & Other Net Assets (o)	0.0%

MFS Lifetime 2020 Fund

Portfolio target allocation

Portfolio actual allocation

Portfolio holdings
MFS Research Bond Fund	12.8%
MFS Government Securities Fund	9.8%
MFS Research Fund	7.7%
MFS Value Fund	7.7%
MFS Growth Fund	7.6%
MFS Mid Cap Value Fund	6.5%
MFS Mid Cap Growth Fund	6.5%
MFS Inflation-Adjusted Bond Fund	6.0%
MFS Research International Fund	5.6%
MFS High Income Fund	5.0%
MFS Global Bond Fund	4.9%
MFS Emerging Markets Debt Fund	3.0%
MFS International Growth Fund	2.8%
MFS International Value Fund	2.8%
MFS Commodity Strategy Fund	2.6%
MFS Limited Maturity Fund	2.0%
MFS Global Real Estate Fund	1.8%
MFS New Discovery Fund	1.5%
MFS New Discovery Value Fund	1.4%
MFS Absolute Return Fund	1.2%
MFS International New Discovery Fund	0.8%
Cash & Other Net Assets (o)	0.0%

(o) Less than 0.1%.

Percentages are based on net assets as of 10/31/11.

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

2

Portfolio Composition – continued

MFS Lifetime 2030 Fund

Portfolio target allocation

Portfolio actual allocation

Portfolio holdings
MFS Value Fund	11.5%
MFS Growth Fund	11.4%
MFS Mid Cap Value Fund	9.4%
MFS Mid Cap Growth Fund	9.4%
MFS Research Fund	8.1%
MFS Research International Fund	7.3%
MFS International Growth Fund	5.8%
MFS International Value Fund	5.7%
MFS Commodity Strategy Fund	4.4%
MFS Inflation-Adjusted Bond Fund	4.0%
MFS Global Real Estate Fund	3.8%
MFS High Income Fund	3.0%
MFS International New Discovery Fund	2.8%
MFS Research Bond Fund	2.8%
MFS Global Bond Fund	2.3%
MFS New Discovery Fund	2.2%
MFS New Discovery Value Fund	2.2%
MFS Emerging Markets Debt Fund	1.8%
MFS Emerging Markets Equity Fund	1.4%
MFS Absolute Return Fund	0.6%
Cash & Other Net Assets	0.1%

MFS Lifetime 2040 Fund

Portfolio target allocation

Portfolio actual allocation

Portfolio holdings
MFS Growth Fund	12.0%
MFS Value Fund	12.0%
MFS Mid Cap Growth Fund	10.0%
MFS Mid Cap Value Fund	10.0%
MFS Research Fund	8.0%
MFS Research International Fund	7.9%
MFS International Growth Fund	7.0%
MFS International Value Fund	6.9%
MFS Commodity Strategy Fund	5.1%
MFS Global Real Estate Fund	5.0%
MFS International New Discovery Fund	3.9%
MFS New Discovery Fund	2.6%
MFS Inflation-Adjusted Bond Fund	2.5%
MFS Research Bond Fund	2.5%
MFS New Discovery Value Fund	2.5%
MFS Emerging Markets Equity Fund	2.0%
Cash & Other Net Assets	0.1%

MFS Lifetime 2050 Fund

Portfolio target allocation

Portfolio actual allocation

Portfolio holdings
MFS Growth Fund	11.8%
MFS Value Fund	11.8%
MFS Mid Cap Growth Fund	9.8%
MFS Mid Cap Value Fund	9.8%
MFS Research Fund	7.9%
MFS Research International Fund	7.8%
MFS International Growth Fund	6.9%
MFS International Value Fund	6.9%
MFS Global Real Estate Fund	4.9%
MFS Commodity Strategy Fund	4.9%
MFS International New Discovery Fund	3.9%
MFS Inflation-Adjusted Bond Fund	2.5%
MFS New Discovery Fund	2.5%
MFS Research Bond Fund	2.4%
MFS New Discovery Value Fund	2.4%
MFS Emerging Markets Equity Fund	2.0%
Cash & Other Net Assets	1.8%

Percentages are based on net assets as of 10/31/11.

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

3

EXPENSE TABLES

Fund expenses borne by the shareholders during the period, May 1, 2011 through October 31, 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 the underlying funds in which each fund invests. Because the underlying funds have varied expenses and fee levels and each fund may own different proportions of the underlying funds at different times, the amount of fees and expenses incurred indirectly by each fund will vary. If these transactional and indirect costs were included, your costs would have been higher.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2011 through October 31, 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.

4

Expense Tables – continued

MFS LIFETIME RETIREMENT INCOME FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/11		Ending Account Value 10/31/11		Expenses Paid During Period (p) 5/01/11-10/31/11
A	Actual		0.25%		$1,000.00		$995.28		$1.25
	Hypothetical (h)		0.25%		$1,000.00		$1,023.88		$1.27
B	Actual		1.00%		$1,000.00		$990.70		$5.00
	Hypothetical (h)		1.00%		$1,000.00		$1,020.11		$5.08
C	Actual		1.00%		$1,000.00		$991.57		$5.01
	Hypothetical (h)		1.00%		$1,000.00		$1,020.11		$5.08
I	Actual		0.00%		$1,000.00		$995.64		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.14		$0.00
R1	Actual		1.00%		$1,000.00		$990.70		$5.00
	Hypothetical (h)		1.00%		$1,000.00		$1,020.11		$5.08
R2	Actual		0.50%		$1,000.00		$993.17		$2.51
	Hypothetical (h)		0.50%		$1,000.00		$1,022.62		$2.54
R3	Actual		0.25%		$1,000.00		$995.28		$1.25
	Hypothetical (h)		0.25%		$1,000.00		$1,023.88		$1.27
R4	Actual		0.00%		$1,000.00		$996.54		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.14		$0.00

MFS LIFETIME 2010 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/11		Ending Account Value 10/31/11		Expenses Paid During Period (p) 5/01/11-10/31/11
A	Actual		0.25%		$1,000.00		$995.03		$1.25
	Hypothetical (h)		0.25%		$1,000.00		$1,023.88		$1.27
B	Actual		1.00%		$1,000.00		$990.82		$5.00
	Hypothetical (h)		1.00%		$1,000.00		$1,020.11		$5.08
C	Actual		1.00%		$1,000.00		$990.73		$5.00
	Hypothetical (h)		1.00%		$1,000.00		$1,020.11		$5.08
I	Actual		0.00%		$1,000.00		$995.88		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.14		$0.00
R1	Actual		1.00%		$1,000.00		$990.74		$5.00
	Hypothetical (h)		1.00%		$1,000.00		$1,020.11		$5.08
R2	Actual		0.50%		$1,000.00		$993.32		$2.51
	Hypothetical (h)		0.50%		$1,000.00		$1,022.62		$2.54
R3	Actual		0.25%		$1,000.00		$994.21		$1.25
	Hypothetical (h)		0.25%		$1,000.00		$1,023.88		$1.27
R4	Actual		0.00%		$1,000.00		$995.87		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.14		$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.

5

Expense Tables – continued

MFS LIFETIME 2020 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/11		Ending Account Value 10/31/11		Expenses Paid During Period (p) 5/01/11-10/31/11
A	Actual		0.25%		$1,000.00		$958.66		$1.23
	Hypothetical (h)		0.25%		$1,000.00		$1,023.88		$1.27
B	Actual		1.00%		$1,000.00		$955.73		$4.92
	Hypothetical (h)		1.00%		$1,000.00		$1,020.11		$5.08
C	Actual		1.00%		$1,000.00		$955.38		$4.92
	Hypothetical (h)		1.00%		$1,000.00		$1,020.11		$5.08
I	Actual		0.00%		$1,000.00		$960.55		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.14		$0.00
R1	Actual		1.00%		$1,000.00		$955.65		$4.92
	Hypothetical (h)		1.00%		$1,000.00		$1,020.11		$5.08
R2	Actual		0.50%		$1,000.00		$957.54		$2.46
	Hypothetical (h)		0.50%		$1,000.00		$1,022.62		$2.54
R3	Actual		0.25%		$1,000.00		$958.69		$1.23
	Hypothetical (h)		0.25%		$1,000.00		$1,023.88		$1.27
R4	Actual		0.00%		$1,000.00		$960.52		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.14		$0.00

MFS LIFETIME 2030 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/11		Ending Account Value 10/31/11		Expenses Paid During Period (p) 5/01/11-10/31/11
A	Actual		0.25%		$1,000.00		$917.47		$1.20
	Hypothetical (h)		0.25%		$1,000.00		$1,023.88		$1.27
B	Actual		1.00%		$1,000.00		$914.82		$4.81
	Hypothetical (h)		1.00%		$1,000.00		$1,020.11		$5.08
C	Actual		1.00%		$1,000.00		$913.70		$4.81
	Hypothetical (h)		1.00%		$1,000.00		$1,020.11		$5.08
I	Actual		0.00%		$1,000.00		$918.64		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.14		$0.00
R1	Actual		1.00%		$1,000.00		$914.01		$4.81
	Hypothetical (h)		1.00%		$1,000.00		$1,020.11		$5.08
R2	Actual		0.50%		$1,000.00		$915.93		$2.41
	Hypothetical (h)		0.50%		$1,000.00		$1,022.62		$2.54
R3	Actual		0.25%		$1,000.00		$917.33		$1.20
	Hypothetical (h)		0.25%		$1,000.00		$1,023.88		$1.27
R4	Actual		0.00%		$1,000.00		$918.56		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.14		$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.

6

Expense Tables – continued

MFS LIFETIME 2040 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/11		Ending Account Value 10/31/11		Expenses Paid During Period (p) 5/01/11-10/31/11
A	Actual		0.25%		$1,000.00		$905.39		$1.20
	Hypothetical (h)		0.25%		$1,000.00		$1,023.88		$1.27
B	Actual		1.00%		$1,000.00		$901.33		$4.78
	Hypothetical (h)		1.00%		$1,000.00		$1,020.11		$5.08
C	Actual		1.00%		$1,000.00		$901.43		$4.78
	Hypothetical (h)		1.00%		$1,000.00		$1,020.11		$5.08
I	Actual		0.00%		$1,000.00		$906.77		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.14		$0.00
R1	Actual		1.00%		$1,000.00		$902.50		$4.78
	Hypothetical (h)		1.00%		$1,000.00		$1,020.11		$5.08
R2	Actual		0.50%		$1,000.00		$903.92		$2.39
	Hypothetical (h)		0.50%		$1,000.00		$1,022.62		$2.54
R3	Actual		0.25%		$1,000.00		$905.39		$1.20
	Hypothetical (h)		0.25%		$1,000.00		$1,023.88		$1.27
R4	Actual		0.00%		$1,000.00		$906.69		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.14		$0.00

MFS LIFETIME 2050 FUND

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/11		Ending Account Value 10/31/11		Expenses Paid During Period (p) 5/01/11-10/31/11
A	Actual		0.25%		$1,000.00		$907.29		$1.20
	Hypothetical (h)		0.25%		$1,000.00		$1,023.88		$1.27
B	Actual		1.00%		$1,000.00		$903.81		$4.79
	Hypothetical (h)		1.00%		$1,000.00		$1,020.11		$5.08
C	Actual		1.00%		$1,000.00		$902.99		$4.78
	Hypothetical (h)		1.00%		$1,000.00		$1,020.11		$5.08
I	Actual		0.00%		$1,000.00		$908.26		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.14		$0.00
R1	Actual		1.00%		$1,000.00		$903.81		$4.79
	Hypothetical (h)		1.00%		$1,000.00		$1,020.11		$5.08
R2	Actual		0.50%		$1,000.00		$905.63		$2.40
	Hypothetical (h)		0.50%		$1,000.00		$1,022.62		$2.54
R3	Actual		0.25%		$1,000.00		$907.36		$1.20
	Hypothetical (h)		0.25%		$1,000.00		$1,023.88		$1.27
R4	Actual		0.00%		$1,000.00		$908.26		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,025.14		$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.

7

PORTFOLIO OF INVESTMENTS

10/31/11 (unaudited)

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 - 100.0%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class I		251,312	$	2,467,888
MFS Commodity Strategy Fund - Class I		101,506		1,244,460
MFS Emerging Markets Debt Fund - Class I		84,541		1,242,756
MFS Global Bond Fund - Class I		562,364		6,152,257
MFS Global Real Estate Fund - Class I		95,809		1,262,767
MFS Government Securities Fund - Class I		1,177,752		12,378,172
MFS Growth Fund - Class I (a)		112,113		4,958,768
MFS High Income Fund - Class I		1,105,368		3,736,142
MFS Inflation-Adjusted Bond Fund - Class I		1,099,454		12,401,836
MFS International Growth Fund - Class I		50,331		1,253,233
MFS International Value Fund - Class I		47,957		1,229,614
MFS Limited Maturity Fund - Class I		4,055,031		24,735,692
MFS Mid Cap Growth Fund - Class I (a)		408,813		3,744,723
MFS Mid Cap Value Fund - Class I		287,504		3,763,421
MFS New Discovery Fund - Class I		53,786		1,283,877
MFS New Discovery Value Fund - Class I (a)		142,047		1,278,423
MFS Research Bond Fund - Class I		2,546,407		27,272,022
MFS Research Fund - Class I		196,870		5,010,333
MFS Research International Fund - Class I		251,329		3,719,667
MFS Value Fund - Class I		221,607		4,999,456
Total Underlying Affiliated Funds (Identified Cost, $114,886,135)			$	124,135,507
Money Market Funds (v) - 0.0%
MFS Institutional Money Market Portfolio, 0.07%, at Cost and Net Asset Value		8	$	8
Total Investments (Identified Cost, $114,886,143)			$	124,135,515
Other Assets, Less Liabilities - 0.0%				46,725
Net Assets - 100.0%			$	124,182,240

See Portfolio Footnotes and Notes to Financial Statements

8

Portfolio of Investments (unaudited) – continued

MFS LIFETIME 2010 FUND

Underlying Affiliated Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class I		123,922	$	1,216,912
MFS Commodity Strategy Fund - Class I		50,783		622,599
MFS Emerging Markets Debt Fund - Class I		42,435		623,793
MFS Global Bond Fund - Class I		277,391		3,034,658
MFS Global Real Estate Fund - Class I		47,876		631,000
MFS Government Securities Fund - Class I		580,140		6,097,274
MFS Growth Fund - Class I (a)		56,480		2,498,105
MFS High Income Fund - Class I		556,749		1,881,812
MFS Inflation-Adjusted Bond Fund - Class I		546,255		6,161,752
MFS International Growth Fund - Class I		25,187		627,156
MFS International Value Fund - Class I		23,998		615,310
MFS Limited Maturity Fund - Class I		2,003,300		12,220,128
MFS Mid Cap Growth Fund - Class I (a)		205,581		1,883,122
MFS Mid Cap Value Fund - Class I		144,153		1,886,959
MFS New Discovery Fund - Class I		26,643		635,974
MFS New Discovery Value Fund - Class I (a)		70,517		634,653
MFS Research Bond Fund - Class I		1,265,186		13,550,146
MFS Research Fund - Class I		98,824		2,515,069
MFS Research International Fund - Class I		126,138		1,866,844
MFS Value Fund - Class I		111,375		2,512,619
Total Underlying Affiliated Funds (Identified Cost, $54,158,324)			$	61,715,885
Money Market Funds (v) - 0.1%
MFS Institutional Money Market Portfolio, 0.07%, at Cost and Net Asset Value		95,038	$	95,038
Total Investments (Identified Cost, $54,253,362)			$	61,810,923
Other Assets, Less Liabilities - (0.1)%				(75,034)
Net Assets - 100.0%			$	61,735,889

See Portfolio Footnotes and Notes to Financial Statements

9

Portfolio of Investments (unaudited) – continued

MFS LIFETIME 2020 FUND

Underlying Affiliated Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class I		166,852	$	1,638,487
MFS Commodity Strategy Fund - Class I		292,387		3,584,662
MFS Emerging Markets Debt Fund - Class I		283,739		4,170,969
MFS Global Bond Fund - Class I		617,902		6,759,851
MFS Global Real Estate Fund - Class I		193,176		2,546,060
MFS Government Securities Fund - Class I		1,292,465		13,583,807
MFS Growth Fund - Class I (a)		240,143		10,621,505
MFS High Income Fund - Class I		2,068,724		6,992,287
MFS Inflation-Adjusted Bond Fund - Class I		735,350		8,294,745
MFS International Growth Fund - Class I		158,644		3,950,247
MFS International New Discovery Fund - Class I		52,330		1,105,739
MFS International Value Fund - Class I		149,384		3,830,214
MFS Limited Maturity Fund - Class I		465,812		2,841,451
MFS Mid Cap Growth Fund - Class I (a)		980,487		8,981,257
MFS Mid Cap Value Fund - Class I		690,352		9,036,709
MFS New Discovery Fund - Class I		84,423		2,015,170
MFS New Discovery Value Fund - Class I (a)		223,678		2,013,106
MFS Research Bond Fund - Class I		1,669,411		17,879,393
MFS Research Fund - Class I		421,898		10,737,291
MFS Research International Fund - Class I		528,432		7,820,793
MFS Value Fund - Class I		475,274		10,722,184
Total Underlying Affiliated Funds (Identified Cost, $124,578,665)			$	139,125,927
Money Market Funds (v) - 0.1%
MFS Institutional Money Market Portfolio, 0.07%, at Cost and Net Asset Value		111,446	$	111,446
Total Investments (Identified Cost, $124,690,111)			$	139,237,373
Other Assets, Less Liabilities - (0.1)%				(107,199)
Net Assets - 100.0%			$	139,130,174

See Portfolio Footnotes and Notes to Financial Statements

10

Portfolio of Investments (unaudited) – continued

MFS LIFETIME 2030 FUND

Underlying Affiliated Funds - 99.9%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class I		62,913	$	617,808
MFS Commodity Strategy Fund - Class I		374,600		4,592,600
MFS Emerging Markets Debt Fund - Class I		128,926		1,895,210
MFS Emerging Markets Equity Fund - Class I		48,044		1,481,205
MFS Global Bond Fund - Class I		225,732		2,469,504
MFS Global Real Estate Fund - Class I		303,908		4,005,504
MFS Growth Fund - Class I (a)		270,197		11,950,821
MFS High Income Fund - Class I		942,263		3,184,850
MFS Inflation-Adjusted Bond Fund - Class I		369,076		4,163,178
MFS International Growth Fund - Class I		244,549		6,089,280
MFS International New Discovery Fund - Class I		137,779		2,911,277
MFS International Value Fund - Class I		232,585		5,963,475
MFS Mid Cap Growth Fund - Class I (a)		1,079,863		9,891,542
MFS Mid Cap Value Fund - Class I		755,963		9,895,549
MFS New Discovery Fund - Class I		98,101		2,341,673
MFS New Discovery Value Fund - Class I (a)		259,711		2,337,396
MFS Research Bond Fund - Class I		271,150		2,904,018
MFS Research Fund - Class I		331,151		8,427,799
MFS Research International Fund - Class I		521,872		7,723,706
MFS Value Fund - Class I		531,726		11,995,735
Total Underlying Affiliated Funds (Identified Cost, $93,473,866)			$	104,842,130
Money Market Funds (v) - 0.1%
MFS Institutional Money Market Portfolio, 0.07%, at Cost and Net Asset Value		68,449	$	68,449
Total Investments (Identified Cost, $93,542,315)			$	104,910,579
Other Assets, Less Liabilities - (0.0)%				(10,838)
Net Assets - 100.0%			$	104,899,741

See Portfolio Footnotes and Notes to Financial Statements

11

Portfolio of Investments (unaudited) – continued

MFS LIFETIME 2040 FUND

Underlying Affiliated Funds - 99.9%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class I		296,685	$	3,637,360
MFS Emerging Markets Equity Fund - Class I		47,271		1,457,374
MFS Global Real Estate Fund - Class I		275,853		3,635,746
MFS Growth Fund - Class I (a)		196,137		8,675,119
MFS Inflation-Adjusted Bond Fund - Class I		162,242		1,830,087
MFS International Growth Fund - Class I		202,239		5,035,754
MFS International New Discovery Fund - Class I		135,350		2,859,947
MFS International Value Fund - Class I		194,495		4,986,843
MFS Mid Cap Growth Fund - Class I (a)		790,021		7,236,595
MFS Mid Cap Value Fund - Class I		551,994		7,225,602
MFS New Discovery Fund - Class I		76,479		1,825,545
MFS New Discovery Value Fund - Class I (a)		201,857		1,816,714
MFS Research Bond Fund - Class I		170,665		1,827,818
MFS Research Fund - Class I		227,352		5,786,104
MFS Research International Fund - Class I		385,419		5,704,198
MFS Value Fund - Class I		384,158		8,666,601
Total Underlying Affiliated Funds (Identified Cost, $63,195,595)			$	72,207,407
Money Market Funds (v) - 0.0%
MFS Institutional Money Market Portfolio, 0.07%, at Cost and Net Asset Value		2	$	2
Total Investments (Identified Cost, $63,195,597)			$	72,207,409
Other Assets, Less Liabilities - 0.1%				37,503
Net Assets - 100.0%			$	72,244,912

See Portfolio Footnotes and Notes to Financial Statements

12

Portfolio of Investments (unaudited) – continued

MFS LIFETIME 2050 FUND

Underlying Affiliated Funds - 98.2%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class I		10,463	$	128,272
MFS Emerging Markets Equity Fund - Class I		1,664		51,309
MFS Global Real Estate Fund - Class I		9,733		128,284
MFS Growth Fund - Class I (a)		6,960		307,852
MFS Inflation-Adjusted Bond Fund - Class I		5,686		64,136
MFS International Growth Fund - Class I		7,212		179,587
MFS International New Discovery Fund - Class I		4,857		102,617
MFS International Value Fund - Class I		7,004		179,592
MFS Mid Cap Growth Fund - Class I (a)		28,007		256,544
MFS Mid Cap Value Fund - Class I		19,599		256,544
MFS New Discovery Fund - Class I		2,687		64,136
MFS New Discovery Value Fund - Class I (a)		7,126		64,136
MFS Research Bond Fund - Class I		5,988		64,136
MFS Research Fund - Class I		8,064		205,235
MFS Research International Fund - Class I		13,867		205,235
MFS Value Fund - Class I		13,646		307,844
Total Underlying Affiliated Funds (Identified Cost, $2,445,667)			$	2,565,459
Money Market Funds (v) - 0.2%
MFS Institutional Money Market Portfolio, 0.07%, at Cost and Net Asset Value		6,377	$	6,377
Total Investments (Identified Cost, $2,452,044)			$	2,571,836
Other Assets, Less Liabilities - 1.6%				41,851
Net Assets - 100.0%			$	2,613,687

Portfolio Footnotes:

(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

13

Financial Statements

STATEMENTS OF ASSETS AND LIABILITIES

At 10/31/11 (unaudited)

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

	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund			MFS Lifetime 2020 Fund			MFS Lifetime 2030 Fund			MFS Lifetime 2040 Fund			MFS Lifetime 2050 Fund
Assets
Investments –
Underlying affiliated funds, at value (Identified cost, $114,886,143, $54,253,362, $124,690,111, $93,542,315, $63,195,597, and $2,452,044 respectively)		$124,135,515			$61,810,923			$139,237,373			$104,910,579			$72,207,409			$2,571,836
Receivables for
Investments sold		—			296,319			216,345			337,642			133,998			2,863
Fund shares sold		1,229,390			166,110			161,691			200,943			413,878			92,032
Receivable from investment adviser		29,335			20,907			24,983			23,632			22,333			35,904
Other assets		—			—			3			—			—			15,460
Total assets		$125,394,240			$62,294,259			$139,640,395			$105,472,796			$72,777,618			$2,718,095
Liabilities
Payable to custodian		$319,109			$—			$—			$—			$48,783			$—
Payables for
Distributions		26,777			—			—			—			—			—
Investments purchased		782,003			228,054			197,316			190,640			273,719			95,419
Fund shares reacquired		74,908			323,301			299,602			372,512			203,728			5,606
Payable to affiliates
Shareholder servicing costs		1,249			3,473			5,672			4,267			2,456			3,209
Distribution and service fees		7,919			3,508			7,615			5,616			4,008			135
Payable for independent Trustees’ compensation		8			9			7			10			5			11
Accrued expenses and other liabilities		27			25			9			10			7			28
Total liabilities		$1,212,000			$558,370			$510,221			$573,055			$532,706			$104,408
Net assets		$124,182,240			$61,735,889			$139,130,174			$104,899,741			$72,244,912			$2,613,687
Net assets consist of
Paid-in capital		$116,856,668			$56,347,757			$134,391,287			$103,888,060			$69,736,213			$2,678,890
Unrealized appreciation (depreciation) on investments		9,249,372			7,557,561			14,547,262			11,368,264			9,011,812			119,792
Accumulated net realized gain (loss) on investments		(1,958,748	)		(3,187,913	)		(11,277,547	)		(10,621,554	)		(6,488,882	)		(185,495	)
Accumulated undistributed (distributions in excess of) net investment income		34,948			1,018,484			1,469,172			264,971			(14,231	)		500
Net assets		$124,182,240			$61,735,889			$139,130,174			$104,899,741			$72,244,912			$2,613,687

14

Statements of Assets and Liabilities (unaudited) – 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		$47,376,688		$13,704,881		$28,366,228		$15,880,017		$10,310,752		$478,737
Class B		6,901,335		2,612,200		5,291,345		3,657,006		2,199,971		164,829
Class C		43,136,183		5,947,823		10,177,253		5,639,032		4,403,940		190,111
Class I		5,103,394		550,908		1,445,133		3,082,798		2,904,104		267,563
Class R1		2,928,534		4,780,331		8,872,763		6,493,013		5,003,804		132,551
Class R2		12,169,984		27,313,061		64,980,855		51,854,519		39,214,754		1,115,665
Class R3		6,275,475		5,797,414		18,605,703		17,554,942		7,526,323		142,370
Class R4		290,647		1,029,271		1,390,894		738,414		681,264		121,861
Total net assets		$124,182,240		$61,735,889		$139,130,174		$104,899,741		$72,244,912		$2,613,687
Shares of beneficial interest outstanding
Class A		4,258,205		1,141,312		2,547,656		1,520,031		1,006,682		43,673
Class B		620,116		220,101		480,538		354,832		216,856		15,128
Class C		3,876,692		505,961		931,798		549,181		437,577		17,450
Class I		458,455		45,619		129,006		293,472		281,701		24,348
Class R1		263,018		406,244		807,502		629,833		496,108		12,166
Class R2		1,093,113		2,295,419		5,879,840		5,009,136		3,858,552		101,990
Class R3		563,865		482,664		1,669,831		1,683,402		734,948		12,984
Class R4		26,090		85,331		124,301		70,373		66,136		11,091
Total shares of beneficial interest outstanding		11,159,554		5,182,651		12,570,472		10,110,260		7,098,560		238,830
Class A shares
Net asset value per share
(net assets/shares of beneficial interest outstanding)		$11.13		$12.01		$11.13		$10.45		$10.24		$10.96
Offering price per share (100 / 94.25 x net asset value per share)		$11.81		$12.74		$11.81		$11.09		$10.86		$11.63
Class B shares
Net asset value and offering price per share
(net assets/shares of beneficial interest outstanding)		$11.13		$11.87		$11.01		$10.31		$10.14		$10.90
Class C shares
Net asset value and offering price per share
(net assets/shares of beneficial interest outstanding)		$11.13		$11.76		$10.92		$10.27		$10.06		$10.89
Class I shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$11.13		$12.08		$11.20		$10.50		$10.31		$10.99
Class R1 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$11.13		$11.77		$10.99		$10.31		$10.09		$10.90

15

Statements of Assets and Liabilities (unaudited) – 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
Class R2 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$11.13		$11.90		$11.05		$10.35		$10.16		$10.94
Class R3 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$11.13		$12.01		$11.14		$10.43		$10.24		$10.97
Class R4 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$11.14		$12.06		$11.19		$10.49		$10.30		$10.99

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

16

Financial Statements

STATEMENTS OF OPERATIONS

Six months ended 10/31/11 (unaudited)

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

	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund			MFS Lifetime 2020 Fund			MFS Lifetime 2030 Fund			MFS Lifetime 2040 Fund			MFS Lifetime 2050 Fund
Net investment income (loss)
Dividends from underlying affiliated funds		$1,467,041			$807,952			$1,316,832			$456,657			$161,689			$6,936
Expenses
Distribution and service fees		$318,518			$158,972			$338,738			$248,865			$175,530			$6,419
Shareholder servicing costs		7,218			9,782			17,975			16,352			11,670			1,331
Administrative services fee		8,823			8,823			8,823			8,823			8,823			8,823
Independent Trustees’ compensation		2,088			1,957			3,324			2,069			1,982			813
Custodian fee		10,108			5,551			7,231			6,648			6,166			4,634
Shareholder communications		4,197			5,049			5,529			5,215			5,011			1,208
Auditing fees		15,491			15,491			15,491			15,491			15,491			12,274
Legal fees		729			454			1,064			774			525			49
Registration fees		65,698			54,750			58,878			56,377			54,929			44,812
Miscellaneous		7,514			6,930			8,018			7,498			7,044			5,916
Total expenses		$440,384			$267,759			$465,071			$368,112			$287,171			$86,279
Fees paid indirectly		—			—			—			—			(1	)		(1	)
Reduction of expenses by investment adviser		(121,219	)		(108,449	)		(125,581	)		(118,679	)		(111,250	)		(79,842	)
Net expenses		$319,165			$159,310			$339,490			$249,433			$175,920			$6,436
Net investment income (loss)		$1,147,876			$648,642			$977,342			$207,224			$(14,231	)		$500
Realized and unrealized gain (loss) on investments
Realized gain (loss) (identified cost basis)
Investment transactions from underlying affiliated funds		$659,655			$768,565			$940,172			$460,837			$245,900			$(192,539	)
Capital gain distributions from underlying affiliated funds		12,430			7,315			31,228			49,748			43,693			2,209
Net realized gain (loss) on investments		$672,085			$775,880			$971,400			$510,585			$289,593			$(190,330	)
Change in unrealized appreciation (depreciation)
Investments		$(2,315,233	)		$(1,802,126	)		$(7,769,912	)		$(9,820,114	)		$(7,444,335	)		$(250,364	)
Net realized and unrealized gain (loss) on investments		$(1,643,148	)		$(1,026,246	)		$(6,798,512	)		$(9,309,529	)		$(7,154,742	)		$(440,694	)
Change in net assets from operations		$(495,272	)		$(377,604	)		$(5,821,170	)		$(9,102,305	)		$(7,168,973	)		$(440,194	)

See Notes to Financial Statements

17

Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS

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

Six months ended 10/31/11 (unaudited)	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
Change in net assets
From operations
Net investment income (loss)		$1,147,876			$648,642			$977,342			$207,224			$(14,231	)		$500
Net realized gain (loss) on investments		672,085			775,880			971,400			510,585			289,593			(190,330	)
Net unrealized gain (loss) on investments		(2,315,233	)		(1,802,126	)		(7,769,912	)		(9,820,114	)		(7,444,335	)		(250,364	)
Change in net assets from operations		$(495,272	)		$(377,604	)		$(5,821,170	)		$(9,102,305	)		$(7,168,973	)		$(440,194	)
Distributions declared to shareholders
From net investment income		$(1,079,565	)		$—			$—			$—			$—			$—
Change in net assets from fund share transactions		$24,122,327			$5,045,147			$9,416,124			$12,056,025			$8,280,657			$214,675
Total change in net assets		$22,547,490			$4,667,543			$3,594,954			$2,953,720			$1,111,684			$(225,519	)
Net assets
At beginning of period		101,634,750			57,068,346			135,535,220			101,946,021			71,133,228			2,839,206
At end of period		$124,182,240			$61,735,889			$139,130,174			$104,899,741			$72,244,912			$2,613,687
Accumulated undistributed (distributions in excess of) net investment income included in net assets at end of period		$34,948			$1,018,484			$1,469,172			$264,971			$(14,231	)		$500
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			$—			$—

(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

18

Financial Statements

FINANCIAL HIGHLIGHTS

MFS LIFETIME RETIREMENT INCOME FUND

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

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class A
Net asset value, beginning of period		$11.31			$10.59			$9.00			$10.09			$10.36			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.13			$0.28			$0.32			$0.34			$0.40			$0.39
Net realized and unrealized gain (loss) on investments		(0.18	)		0.74			1.61			(1.04	)		(0.13	)		0.36
Total from investment operations		$(0.05	)		$1.02			$1.93			$(0.70	)		$0.27			$0.75
Less distributions declared to shareholders
From net investment income		$(0.13	)		$(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		$(0.13	)		$(0.30	)		$(0.34	)		$(0.39	)		$(0.54	)		$(0.39	)
Net asset value, end of period		$11.13			$11.31			$10.59			$9.00			$10.09			$10.36
Total return (%) (r)(s)(t)(x)		(0.47	)(n)		9.81			21.68			(6.90	)		2.67			7.67
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.47	(a)		0.52			0.70			1.23			1.61			3.79
Expenses after expense reductions (f)(h)		0.25	(a)		0.28			0.35			0.43			0.46			0.45
Net investment income (l)		2.37	(a)		2.61			3.20			3.72			4.01			3.79
Portfolio turnover		12			20			12			58			61			22
Net assets at end of period (000 omitted)		$47,377			$36,345			$21,257			$4,940			$3,397			$1,954
	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class B
Net asset value, beginning of period		$11.32			$10.60			$9.00			$10.09			$10.36			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.09			$0.20			$0.25			$0.28			$0.35			$0.32
Net realized and unrealized gain (loss) on investments		(0.20	)		0.74			1.61			(1.05	)		(0.15	)		0.37
Total from investment operations		$(0.11	)		$0.94			$1.86			$(0.77	)		$0.20			$0.69
Less distributions declared to shareholders
From net investment income		$(0.08	)		$(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		$(0.08	)		$(0.22	)		$(0.26	)		$(0.32	)		$(0.47	)		$(0.33	)
Net asset value, end of period		$11.13			$11.32			$10.60			$9.00			$10.09			$10.36
Total return (%) (r)(s)(t)(x)		(0.93	)(n)		8.99			20.90			(7.52	)		2.01			6.98
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.22	(a)		1.27			1.48			1.91			2.28			4.46
Expenses after expense reductions (f)(h)		1.00	(a)		1.03			1.10			1.10			1.11			1.10
Net investment income (l)		1.63	(a)		1.85			2.47			3.11			3.41			3.14
Portfolio turnover		12			20			12			58			61			22
Net assets at end of period (000 omitted)		$6,901			$5,419			$3,104			$1,377			$771			$630

See Notes to Financial Statements

19

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class C
Net asset value, beginning of period		$11.31			$10.60			$9.00			$10.10			$10.36			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.09			$0.20			$0.25			$0.29			$0.35			$0.31
Net realized and unrealized gain (loss) on investments		(0.19	)		0.73			1.61			(1.07	)		(0.14	)		0.38
Total from investment operations		$(0.10	)		$0.93			$1.86			$(0.78	)		$0.21			$0.69
Less distributions declared to shareholders
From net investment income		$(0.08	)		$(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		$(0.08	)		$(0.22	)		$(0.26	)		$(0.32	)		$(0.47	)		$(0.33	)
Net asset value, end of period		$11.13			$11.31			$10.60			$9.00			$10.10			$10.36
Total return (%) (r)(s)(t)(x)		(0.84	)(n)		8.89			20.90			(7.61	)		2.11			6.98
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.22	(a)		1.26			1.43			1.88			2.28			4.35
Expenses after expense reductions (f)(h)		1.00	(a)		1.03			1.10			1.10			1.11			1.10
Net investment income (l)		1.63	(a)		1.82			2.46			3.20			3.40			3.09
Portfolio turnover		12			20			12			58			61			22
Net assets at end of period (000 omitted)		$43,136			$32,200			$15,484			$2,808			$1,034			$778
	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class I
Net asset value, beginning of period		$11.32			$10.60			$9.00			$10.10			$10.36			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.15			$0.32			$0.34			$0.37			$0.40			$0.41
Net realized and unrealized gain (loss) on investments		(0.20	)		0.73			1.62			(1.05	)		(0.08	)		0.38
Total from investment operations		$(0.05	)		$1.05			$1.96			$(0.68	)		$0.32			$0.79
Less distributions declared to shareholders
From net investment income		$(0.14	)		$(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		$(0.14	)		$(0.33	)		$(0.36	)		$(0.42	)		$(0.58	)		$(0.43	)
Net asset value, end of period		$11.13			$11.32			$10.60			$9.00			$10.10			$10.36
Total return (%) (r)(s)(x)		(0.44	)(n)		10.07			22.09			(6.68	)		3.14			8.04
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.21	(a)		0.26			0.45			0.90			1.17			3.50
Expenses after expense reductions (f)(h)		0.00	(a)		0.01			0.10			0.10			0.11			0.10
Net investment income (l)		2.63	(a)		2.91			3.33			4.07			4.16			4.14
Portfolio turnover		12			20			12			58			61			22
Net assets at end of period (000 omitted)		$5,103			$5,375			$557			$198			$203			$67

See Notes to Financial Statements

20

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class R1
Net asset value, beginning of period		$11.32			$10.61			$9.01			$10.10			$10.35			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.09			$0.21			$0.25			$0.29			$0.39			$0.32
Net realized and unrealized gain (loss) on investments		(0.20	)		0.72			1.61			(1.06	)		(0.17	)		0.35
Total from investment operations		$(0.11	)		$0.93			$1.86			$(0.77	)		$0.22			$0.67
Less distributions declared to shareholders
From net investment income		$(0.08	)		$(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		$(0.08	)		$(0.22	)		$(0.26	)		$(0.32	)		$(0.47	)		$(0.32	)
Net asset value, end of period		$11.13			$11.32			$10.61			$9.01			$10.10			$10.35
Total return (%) (r)(s)(x)		(0.93	)(n)		8.89			20.88			(7.51	)		2.13			6.77
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.22	(a)		1.25			1.51			1.91			2.43			4.65
Expenses after expense reductions (f)(h)		1.00	(a)		1.02			1.10			1.10			1.19			1.20
Net investment income (l)		1.65	(a)		1.90			2.47			3.12			3.57			3.04
Portfolio turnover		12			20			12			58			61			22
Net assets at end of period (000 omitted)		$2,929			$3,507			$1,023			$691			$645			$1,162
	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class R2
Net asset value, beginning of period		$11.32			$10.60			$9.00			$10.09			$10.36			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.12			$0.25			$0.30			$0.33			$0.38			$0.38
Net realized and unrealized gain (loss) on investments		(0.20	)		0.74			1.61			(1.05	)		(0.13	)		0.34
Total from investment operations		$(0.08	)		$0.99			$1.91			$(0.72	)		$0.25			$0.72
Less distributions declared to shareholders
From net investment income		$(0.11	)		$(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		$(0.11	)		$(0.27	)		$(0.31	)		$(0.37	)		$(0.52	)		$(0.36	)
Net asset value, end of period		$11.13			$11.32			$10.60			$9.00			$10.09			$10.36
Total return (%) (r)(s)(x)		(0.68	)(n)		9.53			21.49			(7.05	)		2.42			7.35
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.72	(a)		0.77			0.99			1.40			1.84			4.23
Expenses after expense reductions (f)(h)		0.50	(a)		0.53			0.60			0.60			0.69			0.75
Net investment income (l)		2.14	(a)		2.35			2.98			3.57			3.76			3.50
Portfolio turnover		12			20			12			58			61			22
Net assets at end of period (000 omitted)		$12,170			$12,771			$10,624			$6,102			$6,504			$1,314

See Notes to Financial Statements

21

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class R3
Net asset value, beginning of period		$11.31			$10.60			$8.99			$10.09			$10.35			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.13			$0.28			$0.33			$0.35			$0.44			$0.36
Net realized and unrealized gain (loss) on investments		(0.18	)		0.73			1.62			(1.06	)		(0.16	)		0.38
Total from investment operations		$(0.05	)		$1.01			$1.95			$(0.71	)		$0.28			$0.74
Less distributions declared to shareholders
From net investment income		$(0.13	)		$(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		$(0.13	)		$(0.30	)		$(0.34	)		$(0.39	)		$(0.54	)		$(0.39	)
Net asset value, end of period		$11.13			$11.31			$10.60			$8.99			$10.09			$10.35
Total return (%) (r)(s)(x)		(0.47	)(n)		9.70			21.93			(6.92	)		2.77			7.51
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.47	(a)		0.52			0.77			1.15			1.66			3.57
Expenses after expense reductions (f)(h)		0.25	(a)		0.28			0.35			0.35			0.45			0.50
Net investment income (l)		2.39	(a)		2.60			3.29			3.82			4.14			3.62
Portfolio turnover		12			20			12			58			61			22
Net assets at end of period (000 omitted)		$6,275			$5,883			$4,151			$5,071			$5,616			$660
	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class R4
Net asset value, beginning of period		$11.32			$10.61			$9.00			$10.10			$10.37			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.15			$0.31			$0.34			$0.37			$0.44			$0.41
Net realized and unrealized gain (loss) on investments		(0.19	)		0.73			1.63			(1.05	)		(0.14	)		0.38
Total from investment operations		$(0.04	)		$1.04			$1.97			$(0.68	)		$0.30			$0.79
Less distributions declared to shareholders
From net investment income		$(0.14	)		$(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		$(0.14	)		$(0.33	)		$(0.36	)		$(0.42	)		$(0.57	)		$(0.42	)
Net asset value, end of period		$11.14			$11.32			$10.61			$9.00			$10.10			$10.37
Total return (%) (r)(s)(x)		(0.35	)(n)		9.97			22.21			(6.67	)		2.97			8.04
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.22	(a)		0.27			0.47			0.88			1.42			3.58
Expenses after expense reductions (f)(h)		0.00	(a)		0.03			0.10			0.10			0.16			0.20
Net investment income (l)		2.62	(a)		2.82			3.38			3.97			4.28			4.04
Portfolio turnover		12			20			12			58			61			22
Net assets at end of period (000 omitted)		$291			$134			$116			$58			$172			$55

See Notes to Financial Statements

22

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

(a) Annualized.

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

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

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

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

(n) Not annualized.

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

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

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

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

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

See Notes to Financial Statements

23

Financial Highlights – continued

MFS LIFETIME 2010 FUND

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

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class A
Net asset value, beginning of period		$12.07			$11.30			$9.51			$10.98			$11.08			$10.39
Income (loss) from investment operations
Net investment income (d)(l)		$0.14			$0.30			$0.34			$0.34			$0.37			$0.35
Net realized and unrealized gain (loss) on investments		(0.20	)		0.78			1.78			(1.45	)		(0.07	)		0.56
Total from investment operations		$(0.06	)		$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		$12.01			$12.07			$11.30			$9.51			$10.98			$11.08
Total return (%) (r)(s)(t)(x)		(0.50	)(n)		9.73			22.39			(9.89	)		2.65			8.80
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.60	(a)		0.62			0.68			0.90			1.19			2.63
Expenses after expense reductions (f)(h)		0.25	(a)		0.28			0.35			0.43			0.45			0.45
Net investment income (l)		2.38	(a)		2.59			3.16			3.44			3.42			3.25
Portfolio turnover		16			29			14			62			22			27
Net assets at end of period (000 omitted)		$13,705			$12,831			$9,605			$6,136			$5,308			$3,058
	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class B
Net asset value, beginning of period		$11.98			$11.22			$9.44			$10.91			$11.02			$10.37
Income (loss) from investment operations
Net investment income (d)(l)		$0.10			$0.21			$0.26			$0.27			$0.29			$0.28
Net realized and unrealized gain (loss) on investments		(0.21	)		0.78			1.77			(1.43	)		(0.07	)		0.54
Total from investment operations		$(0.11	)		$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		$11.87			$11.98			$11.22			$9.44			$10.91			$11.02
Total return (%) (r)(s)(t)(x)		(0.92	)(n)		8.91			21.57			(10.46	)		2.01			7.99
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.35	(a)		1.37			1.44			1.57			1.85			3.41
Expenses after expense reductions (f)(h)		1.00	(a)		1.03			1.10			1.10			1.10			1.10
Net investment income (l)		1.63	(a)		1.84			2.42			2.77			2.75			2.59
Portfolio turnover		16			29			14			62			22			27
Net assets at end of period (000 omitted)		$2,612			$2,764			$2,096			$1,762			$1,578			$677

See Notes to Financial Statements

24

Financial Highlights – continued

MFS LIFETIME 2010 FUND – continued

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class C
Net asset value, beginning of period		$11.87			$11.13			$9.40			$10.89			$11.02			$10.37
Income (loss) from investment operations
Net investment income (d)(l)		$0.10			$0.21			$0.26			$0.27			$0.31			$0.27
Net realized and unrealized gain (loss) on investments		(0.21	)		0.78			1.75			(1.44	)		(0.09	)		0.56
Total from investment operations		$(0.11	)		$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		$11.76			$11.87			$11.13			$9.40			$10.89			$11.02
Total return (%) (r)(s)(t)(x)		(0.93	)(n)		8.98			21.44			(10.52	)		1.98			8.01
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.35	(a)		1.37			1.42			1.58			1.87			3.41
Expenses after expense reductions (f)(h)		1.00	(a)		1.03			1.10			1.10			1.10			1.10
Net investment income (l)		1.63	(a)		1.86			2.42			2.79			2.80			2.60
Portfolio turnover		16			29			14			62			22			27
Net assets at end of period (000 omitted)		$5,948			$6,206			$4,243			$2,138			$946			$522
	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class I
Net asset value, beginning of period		$12.13			$11.35			$9.54			$11.02			$11.11			$10.41
Income (loss) from investment operations
Net investment income (d)(l)		$0.16			$0.33			$0.37			$0.37			$0.43			$0.36
Net realized and unrealized gain (loss) on investments		(0.21	)		0.79			1.79			(1.46	)		(0.09	)		0.57
Total from investment operations		$(0.05	)		$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		$12.08			$12.13			$11.35			$9.54			$11.02			$11.11
Total return (%) (r)(s)(x)		(0.41	)(n)		10.01			22.79			(9.64	)		3.02			9.05
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.35	(a)		0.37			0.44			0.55			0.84			2.63
Expenses after expense reductions (f)(h)		0.00	(a)		0.03			0.10			0.10			0.10			0.10
Net investment income (l)		2.63	(a)		2.82			3.45			3.66			3.81			3.53
Portfolio turnover		16			29			14			62			22			27
Net assets at end of period (000 omitted)		$551			$603			$499			$370			$521			$546

See Notes to Financial Statements

25

Financial Highlights – continued

MFS LIFETIME 2010 FUND – continued

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class R1
Net asset value, beginning of period		$11.88			$11.14			$9.39			$10.85			$10.99			$10.37
Income (loss) from investment operations
Net investment income (d)(l)		$0.10			$0.21			$0.26			$0.27			$0.29			$0.26
Net realized and unrealized gain (loss) on investments		(0.21	)		0.77			1.75			(1.43	)		(0.08	)		0.55
Total from investment operations		$(0.11	)		$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		$11.77			$11.88			$11.14			$9.39			$10.85			$10.99
Total return (%) (r)(s)(x)		(0.93	)(n)		8.92			21.52			(10.49	)		1.91			7.84
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.36	(a)		1.37			1.43			1.57			1.88			3.39
Expenses after expense reductions (f)(h)		1.00	(a)		1.03			1.10			1.10			1.17			1.20
Net investment income (l)		1.63	(a)		1.86			2.44			2.78			2.65			2.53
Portfolio turnover		16			29			14			62			22			27
Net assets at end of period (000 omitted)		$4,780			$4,348			$3,622			$2,636			$2,442			$829
	Six months ended 10/31/11 (unaudited)			Years ended 10/31
				2011			2010			2009			2008			2007
Class R2
Net asset value, beginning of period		$11.98			$11.22			$9.45			$10.92			$11.04			$10.38
Income (loss) from investment operations
Net investment income (d)(l)		$0.13			$0.27			$0.31			$0.32			$0.34			$0.32
Net realized and unrealized gain (loss) on investments		(0.21	)		0.77			1.77			(1.44	)		(0.07	)		0.54
Total from investment operations		$(0.08	)		$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		$11.90			$11.98			$11.22			$9.45			$10.92			$11.04
Total return (%) (r)(s)(x)		(0.67	)(n)		9.42			22.11			(10.06	)		2.40			8.36
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.85	(a)		0.87			0.92			1.07			1.46			3.03
Expenses after expense reductions (f)(h)		0.50	(a)		0.53			0.60			0.60			0.68			0.75
Net investment income (l)		2.13	(a)		2.34			2.93			3.28			3.21			2.94
Portfolio turnover		16			29			14			62			22			27
Net assets at end of period (000 omitted)		$27,313			$23,777			$22,114			$13,266			$13,184			$2,794

See Notes to Financial Statements

26

Financial Highlights – continued

MFS LIFETIME 2010 FUND – continued

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class R3
Net asset value, beginning of period		$12.08			$11.30			$9.51			$10.98			$11.07			$10.39
Income (loss) from investment operations
Net investment income (d)(l)		$0.14			$0.29			$0.34			$0.35			$0.39			$0.35
Net realized and unrealized gain (loss) on investments		(0.21	)		0.80			1.78			(1.46	)		(0.09	)		0.54
Total from investment operations		$(0.07	)		$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		$12.01			$12.08			$11.30			$9.51			$10.98			$11.07
Total return (%) (r)(s)(x)		(0.58	)(n)		9.74			22.39			(9.85	)		2.68			8.67
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.60	(a)		0.62			0.69			0.81			1.21			2.47
Expenses after expense reductions (f)(h)		0.25	(a)		0.28			0.35			0.35			0.45			0.50
Net investment income (l)		2.38	(a)		2.55			3.19			3.49			3.44			3.14
Portfolio turnover		16			29			14			62			22			27
Net assets at end of period (000 omitted)		$5,797			$6,278			$5,536			$4,658			$5,796			$4,685
	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class R4
Net asset value, beginning of period		$12.11			$11.34			$9.53			$11.01			$11.11			$10.40
Income (loss) from investment operations
Net investment income (d)(l)		$0.16			$0.33			$0.36			$0.37			$0.42			$0.37
Net realized and unrealized gain (loss) on investments		(0.21	)		0.78			1.80			(1.46	)		(0.10	)		0.57
Total from investment operations		$(0.05	)		$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		$12.06			$12.11			$11.34			$9.53			$11.01			$11.11
Total return (%) (r)(s)(x)		(0.41	)(n)		9.93			22.81			(9.64	)		2.89			9.06
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.36	(a)		0.37			0.43			0.52			0.98			2.80
Expenses after expense reductions (f)(h)		0.00	(a)		0.04			0.10			0.10			0.15			0.20
Net investment income (l)		2.63	(a)		2.84			3.39			3.48			3.84			3.46
Portfolio turnover		16			29			14			62			22			27
Net assets at end of period (000 omitted)		$1,029			$261			$176			$108			$582			$57

See Notes to Financial Statements

27

Financial Highlights – continued

MFS LIFETIME 2010 FUND – continued

(a) Annualized.

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

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

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

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

(n) Not annualized.

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

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

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

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

See Notes to Financial Statements

28

Financial Highlights – continued

MFS LIFETIME 2020 FUND

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

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class A
Net asset value, beginning of period		$11.61			$10.30			$7.97			$11.36			$11.85			$10.85
Income (loss) from investment operations
Net investment income (d)(l)		$0.09			$0.20			$0.22			$0.21			$0.22			$0.18
Net realized and unrealized gain (loss) on investments		(0.57	)		1.34			2.36			(3.28	)		(0.15	)		1.03
Total from investment operations		$(0.48	)		$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		$11.13			$11.61			$10.30			$7.97			$11.36			$11.85
Total return (%) (r)(s)(t)(x)		(4.13	)(n)		15.11			32.47			(26.93	)		0.47			11.26
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.43	(a)		0.44			0.46			0.60			0.74			1.26
Expenses after expense reductions (f)(h)		0.25	(a)		0.28			0.35			0.43			0.45			0.45
Net investment income (l)		1.67	(a)		1.91			2.28			2.35			1.86			1.63
Portfolio turnover		8			19			9			38			15			7
Net assets at end of period (000 omitted)		$28,366			$27,869			$20,097			$10,928			$10,843			$8,188
	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class B
Net asset value, beginning of period		$11.52			$10.23			$7.92			$11.28			$11.79			$10.82
Income (loss) from investment operations
Net investment income (d)(l)		$0.05			$0.12			$0.15			$0.15			$0.14			$0.11
Net realized and unrealized gain (loss) on investments		(0.56	)		1.33			2.34			(3.26	)		(0.15	)		1.02
Total from investment operations		$(0.51	)		$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		$11.01			$11.52			$10.23			$7.92			$11.28			$11.79
Total return (%) (r)(s)(t)(x)		(4.43	)(n)		14.23			31.53			(27.49	)		(0.23	)		10.57
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.18	(a)		1.19			1.22			1.26			1.39			1.92
Expenses after expense reductions (f)(h)		1.00	(a)		1.03			1.10			1.10			1.10			1.10
Net investment income (l)		0.92	(a)		1.16			1.55			1.63			1.23			1.01
Portfolio turnover		8			19			9			38			15			7
Net assets at end of period (000 omitted)		$5,291			$5,649			$4,418			$3,176			$4,423			$3,428

See Notes to Financial Statements

29

Financial Highlights – continued

MFS LIFETIME 2020 FUND – continued

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class C
Net asset value, beginning of period		$11.43			$10.16			$7.88			$11.24			$11.78			$10.83
Income (loss) from investment operations
Net investment income (d)(l)		$0.05			$0.12			$0.15			$0.14			$0.15			$0.12
Net realized and unrealized gain (loss) on investments		(0.56	)		1.32			2.32			(3.24	)		(0.16	)		1.01
Total from investment operations		$(0.51	)		$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		$10.92			$11.43			$10.16			$7.88			$11.24			$11.78
Total return (%) (r)(s)(t)(x)		(4.46	)(n)		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	(a)		1.19			1.21			1.27			1.39			1.86
Expenses after expense reductions (f)(h)		1.00	(a)		1.03			1.10			1.10			1.10			1.10
Net investment income (l)		0.92	(a)		1.17			1.58			1.62			1.31			1.07
Portfolio turnover		8			19			9			38			15			7
Net assets at end of period (000 omitted)		$10,177			$9,727			$5,978			$3,036			$2,529			$1,148
	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class I
Net asset value, beginning of period		$11.66			$10.34			$8.00			$11.41			$11.90			$10.87
Income (loss) from investment operations
Net investment income (d)(l)		$0.11			$0.23			$0.24			$0.24			$0.28			$0.22
Net realized and unrealized gain (loss) on investments		(0.57	)		1.34			2.37			(3.30	)		(0.17	)		1.04
Total from investment operations		$(0.46	)		$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		$11.20			$11.66			$10.34			$8.00			$11.41			$11.90
Total return (%) (r)(s)(x)		(3.95	)(n)		15.39			32.75			(26.72	)		0.76			11.71
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.18	(a)		0.19			0.22			0.27			0.41			0.96
Expenses after expense reductions (f)(h)		0.00	(a)		0.03			0.10			0.10			0.10			0.10
Net investment income (l)		1.92	(a)		2.19			2.57			2.65			2.32			1.97
Portfolio turnover		8			19			9			38			15			7
Net assets at end of period (000 omitted)		$1,445			$1,488			$857			$645			$690			$613

See Notes to Financial Statements

30

Financial Highlights – continued

MFS LIFETIME 2020 FUND – continued

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class R1
Net asset value, beginning of period		$11.50			$10.20			$7.90			$11.23			$11.78			$10.83
Income (loss) from investment operations
Net investment income (d)(l)		$0.05			$0.12			$0.14			$0.14			$0.14			$0.10
Net realized and unrealized gain (loss) on investments		(0.56	)		1.33			2.34			(3.23	)		(0.16	)		1.02
Total from investment operations		$(0.51	)		$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		$10.99			$11.50			$10.20			$7.90			$11.23			$11.78
Total return (%) (r)(s)(x)		(4.43	)(n)		14.26			31.53			(27.46	)		(0.28	)		10.41
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.18	(a)		1.19			1.22			1.26			1.45			2.08
Expenses after expense reductions (f)(h)		1.00	(a)		1.03			1.10			1.10			1.17			1.20
Net investment income (l)		0.92	(a)		1.14			1.55			1.53			1.22			0.90
Portfolio turnover		8			19			9			38			15			7
Net assets at end of period (000 omitted)		$8,873			$9,509			$9,195			$6,757			$8,935			$2,549
	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class R2
Net asset value, beginning of period		$11.54			$10.24			$7.93			$11.31			$11.83			$10.84
Income (loss) from investment operations
Net investment income (d)(l)		$0.08			$0.18			$0.19			$0.19			$0.18			$0.15
Net realized and unrealized gain (loss) on investments		(0.57	)		1.33			2.35			(3.26	)		(0.15	)		1.03
Total from investment operations		$(0.49	)		$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		$11.05			$11.54			$10.24			$7.93			$11.31			$11.83
Total return (%) (r)(s)(x)		(4.25	)(n)		14.84			32.13			(27.05	)		0.09			11.03
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.68	(a)		0.69			0.72			0.77			0.98			1.62
Expenses after expense reductions (f)(h)		0.50	(a)		0.53			0.60			0.60			0.69			0.75
Net investment income (l)		1.42	(a)		1.66			2.06			2.18			1.63			1.36
Portfolio turnover		8			19			9			38			15			7
Net assets at end of period (000 omitted)		$64,981			$61,509			$49,039			$31,030			$30,874			$10,494

See Notes to Financial Statements

31

Financial Highlights – continued

MFS LIFETIME 2020 FUND – continued

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class R3
Net asset value, beginning of period		$11.62			$10.30			$7.97			$11.36			$11.85			$10.86
Income (loss) from investment operations
Net investment income (d)(l)		$0.09			$0.20			$0.22			$0.21			$0.22			$0.19
Net realized and unrealized gain (loss) on investments		(0.57	)		1.35			2.36			(3.28	)		(0.15	)		1.01
Total from investment operations		$(0.48	)		$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		$11.14			$11.62			$10.30			$7.97			$11.36			$11.85
Total return (%) (r)(s)(x)		(4.13	)(n)		15.18			32.47			(26.91	)		0.43			11.15
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.43	(a)		0.44			0.47			0.51			0.75			1.26
Expenses after expense reductions (f)(h)		0.25	(a)		0.28			0.35			0.35			0.45			0.50
Net investment income (l)		1.67	(a)		1.91			2.31			2.33			1.87			1.67
Portfolio turnover		8			19			9			38			15			7
Net assets at end of period (000 omitted)		$18,606			$19,344			$15,848			$11,616			$16,151			$11,326
	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class R4
Net asset value, beginning of period		$11.65			$10.34			$7.99			$11.40			$11.90			$10.87
Income (loss) from investment operations
Net investment income (d)(l)		$0.11			$0.21			$0.24			$0.22			$0.26			$0.21
Net realized and unrealized gain (loss) on investments		(0.57	)		1.35			2.38			(3.28	)		(0.17	)		1.04
Total from investment operations		$(0.46	)		$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		$11.19			$11.65			$10.34			$7.99			$11.40			$11.90
Total return (%) (r)(s)(x)		(3.95	)(n)		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	(a)		0.19			0.21			0.23			0.48			1.09
Expenses after expense reductions (f)(h)		0.00	(a)		0.05			0.10			0.10			0.15			0.20
Net investment income (l)		1.90	(a)		2.03			2.54			1.99			2.36			1.88
Portfolio turnover		8			19			9			38			15			7
Net assets at end of period (000 omitted)		$1,391			$441			$344			$204			$2,283			$62

See Notes to Financial Statements

32

Financial Highlights – continued

MFS LIFETIME 2020 FUND – continued

(a) Annualized.

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

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

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

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

(n) Not annualized.

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

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

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

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

See Notes to Financial Statements

33

Financial Highlights – continued

MFS LIFETIME 2030 FUND

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

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class A
Net asset value, beginning of period		$11.39			$9.66			$7.08			$11.41			$12.24			$11.10
Income (loss) from investment operations
Net investment income (d)(l)		$0.03			$0.11			$0.13			$0.08			$0.07			$0.07
Net realized and unrealized gain (loss) on investments		(0.97	)		1.78			2.63			(4.14	)		(0.24	)		1.20
Total from investment operations		$(0.94	)		$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		$10.45			$11.39			$9.66			$7.08			$11.41			$12.24
Total return (%) (r)(s)(t)(x)		(8.25	)(n)		19.70			39.08			(35.45	)		(1.65	)		11.57
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.48	(a)		0.50			0.55			0.74			0.87			1.84
Expenses after expense reductions (f)(h)		0.25	(a)		0.28			0.35			0.44			0.45			0.45
Net investment income (l)		0.62	(a)		1.13			1.45			0.98			0.60			0.63
Portfolio turnover		7			15			6			38			14			17
Net assets at end of period (000 omitted)		$15,880			$15,665			$9,817			$4,634			$5,917			$4,758
	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class B
Net asset value, beginning of period		$11.27			$9.58			$7.03			$11.32			$12.17			$11.07
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.01	)		$0.04			$0.06			$0.02			$(0.00	)(w)		$(0.00	)(w)
Net realized and unrealized gain (loss) on investments		(0.95	)		1.74			2.61			(4.09	)		(0.25	)		1.19
Total from investment operations		$(0.96	)		$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		$10.31			$11.27			$9.58			$7.03			$11.32			$12.17
Total return (%) (r)(s)(t)(x)		(8.52	)(n)		18.69			38.07			(35.89	)		(2.30	)		10.80
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.23	(a)		1.25			1.31			1.41			1.53			2.54
Expenses after expense reductions (f)(h)		1.00	(a)		1.03			1.10			1.10			1.10			1.10
Net investment income (loss) (l)		(0.13	)(a)		0.37			0.72			0.24			(0.02	)		(0.04	)
Portfolio turnover		7			15			6			38			14			17
Net assets at end of period (000 omitted)		$3,657			$3,996			$2,911			$1,735			$2,195			$1,269

See Notes to Financial Statements

34

Financial Highlights – continued

MFS LIFETIME 2030 FUND – continued

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class C
Net asset value, beginning of period		$11.24			$9.56			$7.03			$11.34			$12.20			$11.08
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.01	)		$0.04			$0.06			$0.03			$(0.00	)(w)		$(0.02	)
Net realized and unrealized gain (loss) on investments		(0.96	)		1.75			2.60			(4.10	)		(0.25	)		1.20
Total from investment operations		$(0.97	)		$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		$10.27			$11.24			$9.56			$7.03			$11.34			$12.20
Total return (%) (r)(s)(t)(x)		(8.63	)(n)		18.81			37.90			(35.82	)		(2.29	)		10.72
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.23	(a)		1.25			1.30			1.42			1.53			2.61
Expenses after expense reductions (f)(h)		1.00	(a)		1.02			1.10			1.10			1.10			1.10
Net investment income (loss) (l)		(0.13	)(a)		0.39			0.70			0.42			(0.01	)		(0.16	)
Portfolio turnover		7			15			6			38			14			17
Net assets at end of period (000 omitted)		$5,639			$5,594			$2,495			$981			$801			$450
	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class I
Net asset value, beginning of period		$11.43			$9.70			$7.11			$11.46			$12.29			$11.12
Income (loss) from investment operations
Net investment income (d)(l)		$0.05			$0.14			$0.16			$0.11			$0.10			$0.10
Net realized and unrealized gain (loss) on investments		(0.98	)		1.77			2.63			(4.16	)		(0.24	)		1.22
Total from investment operations		$(0.93	)		$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		$10.50			$11.43			$9.70			$7.11			$11.46			$12.29
Total return (%) (r)(s)(x)		(8.14	)(n)		19.85			39.32			(35.18	)		(1.35	)		11.99
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.23	(a)		0.25			0.32			0.41			0.52			1.62
Expenses after expense reductions (f)(h)		0.00	(a)		0.03			0.10			0.10			0.10			0.10
Net investment income (l)		0.87	(a)		1.35			1.79			1.29			0.86			0.91
Portfolio turnover		7			15			6			38			14			17
Net assets at end of period (000 omitted)		$3,083			$3,009			$1,958			$1,149			$1,308			$1,314

See Notes to Financial Statements

35

Financial Highlights – continued

MFS LIFETIME 2030 FUND – continued

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class R1
Net asset value, beginning of period		$11.28			$9.57			$7.03			$11.29			$12.17			$11.08
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.01	)		$0.03			$0.07			$0.02			$(0.01	)		$(0.02	)
Net realized and unrealized gain (loss) on investments		(0.96	)		1.76			2.60			(4.08	)		(0.26	)		1.20
Total from investment operations		$(0.97	)		$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		$10.31			$11.28			$9.57			$7.03			$11.29			$12.17
Total return (%) (r)(s)(x)		(8.60	)(n)		18.76			38.06			(35.87	)		(2.42	)		10.72
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.23	(a)		1.25			1.31			1.40			1.58			2.69
Expenses after expense reductions (f)(h)		1.00	(a)		1.03			1.10			1.10			1.17			1.20
Net investment income (loss) (l)		(0.13	)(a)		0.35			0.79			0.24			(0.12	)		(0.14	)
Portfolio turnover		7			15			6			38			14			17
Net assets at end of period (000 omitted)		$6,493			$6,558			$6,389			$3,717			$5,671			$1,330
	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class R2
Net asset value, beginning of period		$11.30			$9.59			$7.04			$11.35			$12.20			$11.09
Income (loss) from investment operations
Net investment income (d)(l)		$0.02			$0.09			$0.11			$0.07			$0.05			$0.04
Net realized and unrealized gain (loss) on investments		(0.97	)		1.76			2.60			(4.11	)		(0.26	)		1.19
Total from investment operations		$(0.95	)		$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		$10.35			$11.30			$9.59			$7.04			$11.35			$12.20
Total return (%) (r)(s)(x)		(8.41	)(n)		19.38			38.63			(35.51	)		(1.93	)		11.18
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.73	(a)		0.75			0.81			0.91			1.12			2.21
Expenses after expense reductions (f)(h)		0.50	(a)		0.53			0.60			0.60			0.68			0.75
Net investment income (l)		0.38	(a)		0.88			1.25			0.89			0.42			0.35
Portfolio turnover		7			15			6			38			14			17
Net assets at end of period (000 omitted)		$51,855			$48,253			$36,518			$20,269			$21,426			$5,980

See Notes to Financial Statements

36

Financial Highlights – continued

MFS LIFETIME 2030 FUND – continued

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class R3
Net asset value, beginning of period		$11.37			$9.64			$7.07			$11.40			$12.23			$11.10
Income (loss) from investment operations
Net investment income (d)(l)		$0.03			$0.11			$0.13			$0.10			$0.07			$0.08
Net realized and unrealized gain (loss) on investments		(0.97	)		1.78			2.62			(4.15	)		(0.25	)		1.18
Total from investment operations		$(0.94	)		$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		$10.43			$11.37			$9.64			$7.07			$11.40			$12.23
Total return (%) (r)(s)(x)		(8.27	)(n)		19.73			38.99			(35.40	)		(1.69	)		11.49
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.48	(a)		0.50			0.56			0.65			0.88			1.79
Expenses after expense reductions (f)(h)		0.25	(a)		0.28			0.35			0.35			0.45			0.50
Net investment income (l)		0.62	(a)		1.14			1.50			1.16			0.61			0.69
Portfolio turnover		7			15			6			38			14			17
Net assets at end of period (000 omitted)		$17,555			$18,169			$13,516			$8,597			$12,012			$8,198
	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class R4
Net asset value, beginning of period		$11.42			$9.69			$7.10			$11.44			$12.28			$11.12
Income (loss) from investment operations
Net investment income (d)(l)		$0.05			$0.14			$0.14			$0.04			$0.13			$0.09
Net realized and unrealized gain (loss) on investments		(0.98	)		1.77			2.65			(4.08	)		(0.28	)		1.21
Total from investment operations		$(0.93	)		$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		$10.49			$11.42			$9.69			$7.10			$11.44			$12.28
Total return (%) (r)(s)(x)		(8.14	)(n)		19.87			39.38			(35.16	)		(1.47	)		11.80
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.23	(a)		0.25			0.29			0.33			0.60			1.78
Expenses after expense reductions (f)(h)		0.00	(a)		0.03			0.10			0.10			0.15			0.20
Net investment income (l)		0.86	(a)		1.42			1.64			0.40			1.12			0.85
Portfolio turnover		7			15			6			38			14			17
Net assets at end of period (000 omitted)		$738			$702			$278			$108			$2,321			$63

See Notes to Financial Statements

37

Financial Highlights – continued

MFS LIFETIME 2030 FUND – continued

(a) Annualized.

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

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

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

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

(n) Not annualized.

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

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

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

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

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

See Notes to Financial Statements

38

Financial Highlights – continued

MFS LIFETIME 2040 FUND

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

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class A
Net asset value, beginning of period		$11.31			$9.49			$6.90			$11.37			$12.27			$11.10
Income (loss) from investment operations
Net investment income (d)(l)		$0.01			$0.08			$0.10			$0.06			$0.04			$0.04
Net realized and unrealized gain (loss) on investments		(1.08	)		1.88			2.66			(4.30	)		(0.27	)		1.27
Total from investment operations		$(1.07	)		$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		$10.24			$11.31			$9.49			$6.90			$11.37			$12.27
Total return (%) (r)(s)(t)(x)		(9.46	)(n)		20.78			40.17			(37.10	)		(2.12	)		11.86
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.56	(a)		0.59			0.69			1.01			1.27			2.75
Expenses after expense reductions (f)(h)		0.25	(a)		0.28			0.35			0.43			0.45			0.45
Net investment income (l)		0.20	(a)		0.85			1.21			0.70			0.34			0.38
Portfolio turnover		8			14			8			33			11			11
Net assets at end of period (000 omitted)		$10,311			$10,260			$6,861			$3,121			$2,978			$3,420
	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class B
Net asset value, beginning of period		$11.25			$9.44			$6.88			$11.29			$12.21			$11.08
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.03	)		$0.01			$0.04			$(0.00	)(w)		$(0.03	)		$(0.03	)
Net realized and unrealized gain (loss) on investments		(1.08	)		1.87			2.64			(4.25	)		(0.28	)		1.24
Total from investment operations		$(1.11	)		$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		$10.14			$11.25			$9.44			$6.88			$11.29			$12.21
Total return (%) (r)(s)(t)(x)		(9.87	)(n)		20.00			39.00			(37.50	)		(2.72	)		11.00
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.31	(a)		1.34			1.46			1.66			1.95			3.57
Expenses after expense reductions (f)(h)		1.00	(a)		1.03			1.10			1.10			1.10			1.10
Net investment income (loss) (l)		(0.55	)(a)		0.11			0.49			(0.05	)		(0.26	)		(0.27	)
Portfolio turnover		8			14			8			33			11			11
Net assets at end of period (000 omitted)		$2,200			$2,244			$1,630			$1,072			$1,639			$1,124

See Notes to Financial Statements

39

Financial Highlights – continued

MFS LIFETIME 2040 FUND – continued

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class C
Net asset value, beginning of period		$11.16			$9.38			$6.85			$11.26			$12.23			$11.08
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.03	)		$0.01			$0.05			$(0.00	)(w)		$0.01			$(0.03	)
Net realized and unrealized gain (loss) on investments		(1.07	)		1.85			2.61			(4.23	)		(0.31	)		1.25
Total from investment operations		$(1.10	)		$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		$10.06			$11.16			$9.38			$6.85			$11.26			$12.23
Total return (%) (r)(s)(t)(x)		(9.86	)(n)		19.93			38.97			(37.46	)		(2.69	)		11.05
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.32	(a)		1.34			1.44			1.68			1.86			3.57
Expenses after expense reductions (f)(h)		1.00	(a)		1.03			1.10			1.10			1.10			1.10
Net investment income (loss) (l)		(0.55	)(a)		0.12			0.53			(0.01	)		0.06			(0.31	)
Portfolio turnover		8			14			8			33			11			11
Net assets at end of period (000 omitted)		$4,404			$3,597			$2,134			$859			$964			$212
	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class I
Net asset value, beginning of period		$11.37			$9.53			$6.93			$11.42			$12.32			$11.12
Income (loss) from investment operations
Net investment income (d)(l)		$0.02			$0.11			$0.13			$0.08			$0.09			$0.08
Net realized and unrealized gain (loss) on investments		(1.08	)		1.89			2.66			(4.31	)		(0.28	)		1.27
Total from investment operations		$(1.06	)		$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		$10.31			$11.37			$9.53			$6.93			$11.42			$12.32
Total return (%) (r)(s)(x)		(9.32	)(n)		21.16			40.38			(36.88	)		(1.75	)		12.26
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.31	(a)		0.34			0.46			0.67			0.95			2.59
Expenses after expense reductions (f)(h)		0.00	(a)		0.03			0.10			0.10			0.10			0.10
Net investment income (l)		0.45	(a)		1.11			1.47			0.97			0.76			0.71
Portfolio turnover		8			14			8			33			11			11
Net assets at end of period (000 omitted)		$2,904			$2,972			$2,094			$1,225			$1,518			$1,004

See Notes to Financial Statements

40

Financial Highlights – continued

MFS LIFETIME 2040 FUND – continued

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class R1
Net asset value, beginning of period		$11.18			$9.39			$6.84			$11.26			$12.20			$11.08
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.03	)		$0.01			$0.04			$(0.00	)(w)		$(0.04	)		$(0.05	)
Net realized and unrealized gain (loss) on investments		(1.06	)		1.85			2.63			(4.24	)		(0.27	)		1.26
Total from investment operations		$(1.09	)		$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		$10.09			$11.18			$9.39			$6.84			$11.26			$12.20
Total return (%) (r)(s)(x)		(9.75	)(n)		19.90			39.08			(37.53	)		(2.75	)		11.00
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.31	(a)		1.34			1.46			1.67			1.97			3.55
Expenses after expense reductions (f)(h)		1.00	(a)		1.03			1.10			1.10			1.17			1.20
Net investment income (loss) (l)		(0.55	)(a)		0.09			0.48			(0.01	)		(0.36	)		(0.42	)
Portfolio turnover		8			14			8			33			11			11
Net assets at end of period (000 omitted)		$5,004			$5,204			$3,759			$2,368			$2,645			$752
	Six months ended 10/31/11 (unaudited)			Years ended 10/31
				2011			2010			2009			2008			2007
Class R2
Net asset value, beginning of period		$11.24			$9.43			$6.87			$11.32			$12.24			$11.10
Income (loss) from investment operations
Net investment income (d)(l)		$(0.00	)(w)		$0.06			$0.09			$0.05			$0.02			$0.00	(w)
Net realized and unrealized gain (loss) on investments		(1.08	)		1.87			2.63			(4.27	)		(0.28	)		1.26
Total from investment operations		$(1.08	)		$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		$10.16			$11.24			$9.43			$6.87			$11.32			$12.24
Total return (%) (r)(s)(x)		(9.61	)(n)		20.58			39.67			(37.14	)		(2.36	)		11.43
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.81	(a)		0.84			0.95			1.18			1.51			3.06
Expenses after expense reductions (f)(h)		0.50	(a)		0.53			0.60			0.60			0.68			0.75
Net investment income (loss) (l)		(0.05	)(a)		0.63			1.05			0.57			0.16			0.03
Portfolio turnover		8			14			8			33			11			11
Net assets at end of period (000 omitted)		$39,215			$38,606			$27,881			$14,024			$11,566			$3,702

See Notes to Financial Statements

41

Financial Highlights – continued

MFS LIFETIME 2040 FUND – continued

	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class R3
Net asset value, beginning of period		$11.31			$9.49			$6.90			$11.36			$12.27			$11.11
Income (loss) from investment operations
Net investment income (d)(l)		$0.01			$0.08			$0.11			$0.06			$0.05			$0.05
Net realized and unrealized gain (loss) on investments		(1.08	)		1.88			2.65			(4.28	)		(0.28	)		1.25
Total from investment operations		$(1.07	)		$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		$10.24			$11.31			$9.49			$6.90			$11.36			$12.27
Total return (%) (r)(s)(x)		(9.46	)(n)		20.78			40.13			(37.01	)		(2.13	)		11.74
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.56	(a)		0.59			0.72			0.91			1.28			2.78
Expenses after expense reductions (f)(h)		0.25	(a)		0.28			0.35			0.35			0.45			0.50
Net investment income (l)		0.20	(a)		0.86			1.27			0.72			0.40			0.39
Portfolio turnover		8			14			8			33			11			11
Net assets at end of period (000 omitted)		$7,526			$7,752			$5,283			$3,507			$5,358			$2,371
	Six months ended 10/31/11 (unaudited)			Years ended 4/30
				2011			2010			2009			2008			2007
Class R4
Net asset value, beginning of period		$11.36			$9.53			$6.93			$11.41			$12.31			$11.12
Income (loss) from investment operations
Net investment income (d)(l)		$0.02			$0.11			$0.13			$0.04			$0.10			$0.07
Net realized and unrealized gain (loss) on investments		(1.08	)		1.88			2.66			(4.26	)		(0.29	)		1.26
Total from investment operations		$(1.06	)		$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		$10.30			$11.36			$9.53			$6.93			$11.41			$12.31
Total return (%) (r)(s)(x)		(9.33	)(n)		21.05			40.38			(36.82	)		(1.79	)		12.07
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.32	(a)		0.35			0.46			0.58			1.06			2.78
Expenses after expense reductions (f)(h)		0.00	(a)		0.03			0.10			0.10			0.15			0.20
Net investment income (l)		0.42	(a)		1.11			1.51			0.35			0.87			0.60
Portfolio turnover		8			14			8			33			11			11
Net assets at end of period (000 omitted)		$681			$499			$234			$131			$1,455			$63

See Notes to Financial Statements

42

Financial Highlights – continued

MFS LIFETIME 2040 FUND – continued

(a) Annualized.

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

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

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

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

(n) Not annualized.

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

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

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

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

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

See Notes to Financial Statements

43

Financial Highlights – continued

MFS LIFETIME 2050 FUND

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

	Six months ended 10/31/11 (unaudited)			Period ended 4/30/11 (c)
Class A
Net asset value, beginning of period		$12.08			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.01			$0.11
Net realized and unrealized gain (loss) on investments		(1.13	)		2.10
Total from investment operations		$(1.12	)		$2.21
Less distributions declared to shareholders
From net investment income		$—			$(0.13	)
Net asset value, end of period		$10.96			$12.08
Total return (%) (r)(s)(t)(x)		(9.27	)(n)		22.20	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		4.69	(a)		4.60	(a)
Expenses after expense reductions (f)(h)		0.25	(a)		0.25	(a)
Net investment income (l)		0.20	(a)		1.60	(a)
Portfolio turnover		53			4
Net assets at end of period (000 omitted)		$479			$1,836
	Six months ended 10/31/11 (unaudited)			Period ended 4/30/11 (c)
Class B
Net asset value, beginning of period		$12.06			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.03	)		$0.03
Net realized and unrealized gain (loss) on investments		(1.13	)		2.13
Total from investment operations		$(1.16	)		$2.16
Less distributions declared to shareholders
From net investment income		$—			$(0.10	)
Net asset value, end of period		$10.90			$12.06
Total return (%) (r)(s)(t)(x)		(9.62	)(n)		21.70	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		6.64	(a)		6.81	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00	(a)
Net investment income (loss)		(0.56	)(a)		0.46	(a)
Portfolio turnover (l)		53			4
Net assets at end of period (000 omitted)		$165			$172

See Notes to Financial Statements

44

Financial Highlights – continued

MFS LIFETIME 2050 FUND – continued

	Six months ended 10/31/11 (unaudited)			Period ended 4/30/11 (c)
Class C
Net asset value, beginning of period		$12.06			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.03	)		$0.04
Net realized and unrealized gain (loss) on investments		(1.14	)		2.12
Total from investment operations		$(1.17	)		$2.16
Less distributions declared to shareholders
From net investment income		$—			$(0.10	)
Net asset value, end of period		$10.89			$12.06
Total return (%) (r)(s)(t)(x)		(9.70	)(n)		21.70	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		6.74	(a)		6.87	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00	(a)
Net investment income (loss) (l)		(0.56	)(a)		0.52	(a)
Portfolio turnover		53			4
Net assets at end of period (000 omitted)		$190			$167
	Six months ended 10/31/11 (unaudited)			Period ended 4/30/11 (c)
Class I
Net asset value, beginning of period		$12.10			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.02			$0.11
Net realized and unrealized gain (loss) on investments		(1.13	)		2.12
Total from investment operations		$(1.11	)		$2.23
Less distributions declared to shareholders
From net investment income		$—			$(0.13	)
Net asset value, end of period		$10.99			$12.10
Total return (%) (r)(s)(x)		(9.17	)(n)		22.45	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		5.70	(a)		5.79	(a)
Expenses after expense reductions (f)(h)		0.00	(a)		0.00	(a)
Net investment income (l)		0.44	(a)		1.55	(a)
Portfolio turnover		53			4
Net assets at end of period (000 omitted)		$268			$155

See Notes to Financial Statements

45

Financial Highlights – continued

MFS LIFETIME 2050 FUND – continued

	Six months ended 10/31/11 (unaudited)			Period ended 4/30/11 (c)
Class R1
Net asset value, beginning of period		$12.06			$10.00
Income (loss) from investment operations
Net investment income (loss) (d)(l)		$(0.03	)		$0.04
Net realized and unrealized gain (loss) on investments		(1.13	)		2.12
Total from investment operations		$(1.16	)		$2.16
Less distributions declared to shareholders
From net investment income		$—			$(0.10	)
Net asset value, end of period		$10.90			$12.06
Total return (%) (r)(s)(x)		(9.62	)(n)		21.70	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		6.68	(a)		7.00	(a)
Expenses after expense reductions (f)(h)		1.00	(a)		1.00	(a)
Net investment income (loss) (l)		(0.55	)(a)		0.58	(a)
Portfolio turnover		53			4
Net assets at end of period (000 omitted)		$133			$122
	Six months ended 10/31/11 (unaudited)			Period ended 4/30/11 (c)
Class R2
Net asset value, beginning of period		$12.08			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$(0.00	)(w)		$0.07
Net realized and unrealized gain (loss) on investments		(1.14	)		2.13
Total from investment operations		$(1.14	)		$2.20
Less distributions declared to shareholders
From net investment income		$—			$(0.12	)
Net asset value, end of period		$10.94			$12.08
Total return (%) (r)(s)(x)		(9.44	)(n)		22.07	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		6.30	(a)		6.50	(a)
Expenses after expense reductions (f)(h)		0.50	(a)		0.50	(a)
Net investment income (loss) (l)		(0.04	)(a)		1.08	(a)
Portfolio turnover		53			4
Net assets at end of period (000 omitted)		$1,116			$122

See Notes to Financial Statements

46

Financial Highlights – continued

MFS LIFETIME 2050 FUND – continued

	Six months ended 10/31/11 (unaudited)			Period ended 4/30/11 (c)
Class R3
Net asset value, beginning of period		$12.09			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.01			$0.09
Net realized and unrealized gain (loss) on investments		(1.13	)		2.12
Total from investment operations		$(1.12	)		$2.21
Less distributions declared to shareholders
From net investment income		$—			$(0.12	)
Net asset value, end of period		$10.97			$12.09
Total return (%) (r)(s)(x)		(9.26	)(n)		22.26	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		5.89	(a)		6.17	(a)
Expenses after expense reductions (f)(h)		0.25	(a)		0.25	(a)
Net investment income (l)		0.19	(a)		1.28	(a)
Portfolio turnover		53			4
Net assets at end of period (000 omitted)		$142			$144
	Six months ended 10/31/11 (unaudited)			Period ended 4/30/11 (c)
Class R4
Net asset value, beginning of period		$12.10			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.02			$0.11
Net realized and unrealized gain (loss) on investments		(1.13	)		2.12
Total from investment operations		$(1.11	)		$2.23
Less distributions declared to shareholders
From net investment income		$—			$(0.13	)
Net asset value, end of period		$10.99			$12.10
Total return (%) (r)(s)(x)		(9.17	)(n)		22.45	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		5.65	(a)		6.00	(a)
Expenses after expense reductions (f)(h)		0.00	(a)		0.00	(a)
Net investment income (l)		0.44	(a)		1.58	(a)
Portfolio turnover		53			4
Net assets at end of period (000 omitted)		$122			$122

See Notes to Financial Statements

47

Financial Highlights – continued

MFS LIFETIME 2050 FUND – continued

(a) Annualized.

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

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

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

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

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

(n) Not annualized.

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

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

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

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

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

See Notes to Financial Statements

48

NOTES TO FINANCIAL STATEMENTS

(unaudited)

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

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

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

49

Notes to Financial Statements (unaudited) – continued

settlement price as provided by a third-party pricing service on the market on which they are primarily traded. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation as provided by a third-party pricing service on the market on which such futures contracts are primarily traded. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. 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 affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of 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 October 31, 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		$124,135,515		$—		$—		$124,135,515
MFS Lifetime 2010 Fund
Investments at Value
Mutual Funds		$61,810,923		$—		$—		$61,810,923
MFS Lifetime 2020 Fund
Investments at Value
Mutual Funds		$139,237,373		$—		$—		$139,237,373

50

Notes to Financial Statements (unaudited) – continued

	Level 1		Level 2		Level 3		Total
MFS Lifetime 2030 Fund
Investments at Value
Mutual Funds		$104,910,579		$—		$—		$104,910,579
MFS Lifetime 2040 Fund
Investments at Value
Mutual Funds		$72,207,409		$—		$—		$72,207,409
MFS Lifetime 2050 Fund
Investments at Value
Mutual Funds		$2,571,836		$—		$—		$2,571,836

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

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

Indemnifications – Under each fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to 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 each 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 and/or the underlying funds 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 each fund. This amount, for the six months ended October 31, 2011, is shown as a reduction of total expenses on the Statement of Operations. In the case of MFS Lifetime Retirement Income Fund, MFS Lifetime 2010 Fund, MFS Lifetime 2020 Fund, and the MFS Lifetime 2030 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.

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

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

51

Notes to Financial Statements (unaudited) – continued

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

Year ended 4/30/11	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

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

As of 10/31/11	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		$116,278,903			$56,262,704			$128,839,225			$97,565,089			$66,015,028			$2,452,551
Gross appreciation		$8,105,951			$5,682,166			$10,583,683			$7,578,568			$6,365,309			$133,202
Gross depreciation		(249,339	)		(133,947	)		(185,535	)		(233,078	)		(172,928	)		(13,917	)
Net unrealized appreciation (depreciation)		$7,856,612			$5,548,219			$10,398,148			$7,345,490			$6,192,381			$119,285
As of 4/30/11
Undistributed ordinary income		126,162			369,842			491,830			57,747			—			689
Undistributed long-term capital gains		—			—			—			—			—			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	)		—			—			—			—			—
Net unrealized appreciation (depreciation)		10,171,844			7,350,345			18,168,060			17,165,603			13,636,716			369,649

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

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

	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	)

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 Statements of Changes in Net Assets are presented by class as follows:

From net investment income

	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2030 Fund
	Six months ended 10/31/11	Year ended 4/30/11	Six months ended 10/31/11	Year ended 4/30/11	Six months ended 10/31/11	Year ended 4/30/11	Six months ended 10/31/11	Year ended 4/30/11
Class A	$463,713	$789,990	$—	$325,717	$—	$501,308	$—	$192,630
Class B	45,124	84,736	—	43,284	—	68,394	—	30,117
Class C	276,145	449,438	—	128,052	—	123,035	—	41,979
Class I	73,685	117,386	—	15,176	—	27,758	—	36,750
Class R1	23,361	60,583	—	90,942	—	117,344	—	48,608
Class R2	125,332	305,426	—	553,057	—	1,072,891	—	578,435
Class R3	69,150	139,232	—	121,948	—	352,651	—	245,656
Class R4	3,055	3,736	—	8,827	—	11,670	—	10,846
Total	$1,079,565	$1,950,527	$—	$1,287,003	$—	$2,275,051	$—	$1,185,021

52

Notes to Financial Statements (unaudited) – continued

From net investment income

	MFS Lifetime 2040 Fund		MFS Lifetime 2050 Fund
	Six months ended 10/31/11	Year ended 4/30/11	Six months ended 10/31/11	Year ended 4/30/11 (c)
Class A	$—	$112,906	$—	$16,770
Class B	—	12,753	—	1,009
Class C	—	22,491	—	1,009
Class I	—	38,175	—	1,466
Class R1	—	30,444	—	1,009
Class R2	—	408,065	—	1,167
Class R3	—	83,944	—	1,246
Class R4	—	7,216	—	1,324
Total	$—	$715,994	$—	$25,000

(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.

The investment adviser has agreed in writing to pay all of each fund’s operating expenses, exclusive of 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. This agreement will continue until at least August 31, 2012 after which MFS may increase such expense limitation to 0.10% of each fund’s average daily net assets annually for each class of shares without a vote of the funds’ Board of Trustees. Any increase above 0.10% would require a vote of the funds’ Board of Trustees. For the six months ended October 31, 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
$120,981		$108,314		$125,275		$118,444		$111,089		$79,835

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 the fund.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received the following amounts for the six months ended October 31, 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
$56,196		$4,090		$13,420		$9,951		$6,959		$356

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%		$51,486
MFS Lifetime 2010 Fund		—		0.25%		0.25%		0.25%		16,522
MFS Lifetime 2020 Fund		—		0.25%		0.25%		0.25%		34,455
MFS Lifetime 2030 Fund		—		0.25%		0.25%		0.25%		19,133
MFS Lifetime 2040 Fund		—		0.25%		0.25%		0.25%		12,466
MFS Lifetime 2050 Fund		—		0.25%		0.25%		0.25%		1,476

53

Notes to Financial Statements (unaudited) – continued

	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%		$29,884
MFS Lifetime 2010 Fund		0.75%		0.25%		1.00%		1.00%		13,459
MFS Lifetime 2020 Fund		0.75%		0.25%		1.00%		1.00%		26,968
MFS Lifetime 2030 Fund		0.75%		0.25%		1.00%		1.00%		18,368
MFS Lifetime 2040 Fund		0.75%		0.25%		1.00%		1.00%		10,938
MFS Lifetime 2050 Fund		0.75%		0.25%		1.00%		1.00%		814
	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%		$182,865
MFS Lifetime 2010 Fund		0.75%		0.25%		1.00%		1.00%		30,351
MFS Lifetime 2020 Fund		0.75%		0.25%		1.00%		1.00%		47,595
MFS Lifetime 2030 Fund		0.75%		0.25%		1.00%		1.00%		27,417
MFS Lifetime 2040 Fund		0.75%		0.25%		1.00%		1.00%		18,984
MFS Lifetime 2050 Fund		0.75%		0.25%		1.00%		1.00%		839
	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%		$15,464
MFS Lifetime 2010 Fund		0.75%		0.25%		1.00%		1.00%		21,887
MFS Lifetime 2020 Fund		0.75%		0.25%		1.00%		1.00%		43,352
MFS Lifetime 2030 Fund		0.75%		0.25%		1.00%		1.00%		31,177
MFS Lifetime 2040 Fund		0.75%		0.25%		1.00%		1.00%		25,349
MFS Lifetime 2050 Fund		0.75%		0.25%		1.00%		1.00%		612
	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%		$31,164
MFS Lifetime 2010 Fund		0.25%		0.25%		0.50%		0.50%		69,345
MFS Lifetime 2020 Fund		0.25%		0.25%		0.50%		0.50%		163,726
MFS Lifetime 2030 Fund		0.25%		0.25%		0.50%		0.50%		131,068
MFS Lifetime 2040 Fund		0.25%		0.25%		0.50%		0.50%		98,415
MFS Lifetime 2050 Fund		0.25%		0.25%		0.50%		0.50%		2,506
	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%		$7,655
MFS Lifetime 2010 Fund		—		0.25%		0.25%		0.25%		7,408
MFS Lifetime 2020 Fund		—		0.25%		0.25%		0.25%		22,642
MFS Lifetime 2030 Fund		—		0.25%		0.25%		0.25%		21,702
MFS Lifetime 2040 Fund		—		0.25%		0.25%		0.25%		9,378
MFS Lifetime 2050 Fund		—		0.25%		0.25%		0.25%		172

	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		$318,518		$158,972		$338,738		$248,865		$175,530		$6,419

(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.

(e) The annual effective rates represent actual fees incurred under the distribution plan for the six months ended October 31, 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

54

Notes to Financial Statements (unaudited) – continued

purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the six months ended October 31, 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		$—		$—		$—		$36		$—		$—
Class B		9,727		5,081		2,034		5319		610		—
Class C		7,732		194		123		1372		131		—

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 Absolute Return Fund, MFS Commodity Strategy Fund, MFS Global Bond Fund, MFS Global Real Estate Fund, and MFS New Discovery Value 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 six months ended October 31, 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 six months ended October 31, 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
0.0158%		0.0287%		0.0129%		0.0169%		0.0247%		0.5788%

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 six months ended October 31, 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
$391		$217		$489		$373		$256		$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
$ 238		$135		$306		$235		$161		$7

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		$35,466,810		$14,861,925		$20,260,998		$18,978,349		$13,449,163		$1,779,028
Sales		$12,845,420		$10,019,730		$11,229,329		$7,262,054		$5,392,817		$1,634,651

55

Notes to Financial Statements (unaudited) – continued

(5) Shares of Beneficial Interest

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

	MFS Lifetime Retirement Income Fund												MFS Lifetime 2010 Fund
	Six months ended 10/31/11						Year ended 4/30/11						Six months ended 10/31/11						Year ended 4/30/11
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold
Class A		1,459,679			$16,196,095			2,187,604			$23,619,430			232,401			$2,762,916			538,240			$6,210,873
Class B		201,425			2,227,510			292,004			3,144,665			42,408			502,082			125,716			1,444,836
Class C		1,382,025			15,293,963			1,775,988			19,285,642			83,810			977,814			237,799			2,683,219
Class I		210,934			2,337,942			606,934			6,523,638			13,648			162,769			13,116			153,060
Class R1		29,621			329,538			646,887			6,967,460			90,083			1,052,199			121,920			1,392,367
Class R2		208,542			2,323,957			498,548			5,389,913			742,696			8,815,830			874,450			10,086,946
Class R3		145,938			1,618,092			261,446			2,806,509			59,424			712,126			270,645			3,154,004
Class R4		18,414			206,775			2,244			24,764			74,872			905,336			24,312			269,748
		3,656,578			$40,533,872			6,271,655			$67,762,021			1,339,342			$15,891,072			2,206,198			$25,395,053
Shares issued to shareholders in reinvestment of distributions
Class A		34,070			$378,708			55,683			$605,147			—			$—			26,356			$303,880
Class B		3,639			40,456			6,722			73,092			—			—			3,357			38,507
Class C		21,623			240,308			34,599			376,420			—			—			8,146			92,543
Class I		2,789			31,006			2,759			30,125			—			—			1,304			15,095
Class R1		2,093			23,322			5,535			60,504			—			—			7,998			90,942
Class R2		10,887			121,212			27,134			294,185			—			—			46,674			534,421
Class R3		6,214			69,101			12,829			139,029			—			—			10,567			121,948
Class R4		260			2,888			334			3,618			—			—			764			8,827
		81,575			$907,001			145,595			$1,582,120			—			$—			105,166			$1,206,163
Shares reacquired
Class A		(448,593	)		$(4,965,008	)		(1,036,827	)		$(11,152,140	)		(153,829	)		$(1,844,332	)		(351,554	)		$(4,108,508	)
Class B		(63,898	)		(707,014	)		(112,709	)		(1,198,427	)		(53,028	)		(626,272	)		(85,175	)		(973,866	)
Class C		(373,145	)		(4,153,755	)		(425,617	)		(4,593,409	)		(100,873	)		(1,187,373	)		(103,966	)		(1,196,554	)
Class I		(230,148	)		(2,518,365	)		(187,324	)		(2,060,155	)		(17,765	)		(215,560	)		(8,684	)		(103,875	)
Class R1		(78,512	)		(879,630	)		(439,100	)		(4,763,007	)		(49,944	)		(583,407	)		(88,957	)		(1,014,131	)
Class R2		(254,625	)		(2,845,277	)		(399,650	)		(4,374,145	)		(432,181	)		(5,101,996	)		(907,575	)		(10,454,985	)
Class R3		(108,207	)		(1,199,891	)		(146,106	)		(1,584,522	)		(96,535	)		(1,153,437	)		(251,401	)		(2,900,868	)
Class R4		(4,455	)		(49,606	)		(1,652	)		(18,339	)		(11,119	)		(133,548	)		(19,020	)		(216,942	)
		(1,561,583	)		$(17,318,546	)		(2,748,985	)		$(29,744,144	)		(915,274	)		$(10,845,925	)		(1,816,332	)		$(20,969,729	)
Net change
Class A		1,045,156			$11,609,795			1,206,460			$13,072,437			78,572			$918,584			213,042			$2,406,245
Class B		141,166			1,560,952			186,017			2,019,330			(10,620	)		(124,190	)		43,898			509,477
Class C		1,030,503			11,380,516			1,384,970			15,068,653			(17,063	)		(209,559	)		141,979			1,579,208
Class I		(16,425	)		(149,417	)		422,369			4,493,608			(4,117	)		(52,791	)		5,736			64,280
Class R1		(46,798	)		(526,770	)		213,322			2,264,957			40,139			468,792			40,961			469,178
Class R2		(35,196	)		(400,108	)		126,032			1,309,953			310,515			3,713,834			13,549			166,382
Class R3		43,945			487,302			128,169			1,361,016			(37,111	)		(441,311	)		29,811			375,084
Class R4		14,219			160,057			926			10,043			63,753			771,788			6,056			61,633
		2,176,570			$24,122,327			3,668,265			$39,599,997			424,068			$5,045,147			495,032			$5,631,487

56

Notes to Financial Statements (unaudited) – continued

	MFS Lifetime 2020 Fund												MFS Lifetime 2030 Fund
	Six months ended 10/31/11						Year ended 4/30/11						Six months ended 10/31/11						Year ended 4/30/11
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold
Class A		405,376			$4,467,821			733,304			$7,814,563			267,668			$2,780,654			535,419			$5,430,900
Class B		31,530			347,708			171,289			1,816,470			45,310			478,441			107,427			1,089,117
Class C		150,714			1,638,954			386,320			4,056,135			108,489			1,123,691			301,713			3,024,785
Class I		14,111			158,156			62,310			681,335			30,600			337,525			89,847			945,920
Class R1		122,782			1,349,513			201,556			2,103,755			110,009			1,130,762			162,274			1,608,500
Class R2		1,345,293			15,038,523			1,793,663			19,037,135			1,453,678			15,613,047			1,534,683			15,313,530
Class R3		217,756			2,409,339			489,088			5,287,131			232,643			2,477,644			436,518			4,391,873
Class R4		100,158			1,152,957			98,792			987,275			30,091			333,482			56,858			533,941
		2,387,720			$26,562,971			3,936,322			$41,783,799			2,278,488			$24,275,246			3,224,739			$32,338,566
Shares issued to shareholders in reinvestment of distributions
Class A		—			$—			44,848			$487,494			—			$—			17,465			$183,210
Class B		—			—			5,869			63,440			—			—			2,767			28,807
Class C		—			—			7,924			85,021			—			—			2,699			28,013
Class I		—			—			2,456			26,793			—			—			3,493			36,750
Class R1		—			—			10,875			117,344			—			—			4,665			48,608
Class R2		—			—			98,649			1,066,400			—			—			55,329			575,970
Class R3		—			—			32,443			352,651			—			—			23,463			245,656
Class R4		—			—			1,071			11,670			—			—			1,032			10,846
		—			$—			204,135			$2,210,813			—			$—			110,913			$1,157,860
Shares reacquired
Class A		(258,810	)		$(2,841,349	)		(328,605	)		$(3,485,082	)		(123,603	)		$(1,297,463	)		(192,936	)		$(1,946,220	)
Class B		(41,227	)		(452,238	)		(118,807	)		(1,232,423	)		(44,882	)		(462,772	)		(59,581	)		(593,819	)
Class C		(69,960	)		(766,872	)		(131,588	)		(1,391,835	)		(57,119	)		(582,127	)		(67,444	)		(669,827	)
Class I		(12,730	)		(147,385	)		(19,978	)		(208,056	)		(268	)		(2,633	)		(32,101	)		(310,971	)
Class R1		(142,313	)		(1,584,140	)		(286,994	)		(2,977,269	)		(61,631	)		(654,921	)		(253,045	)		(2,544,489	)
Class R2		(797,756	)		(8,782,737	)		(1,350,081	)		(14,529,731	)		(715,894	)		(7,420,890	)		(1,126,050	)		(11,425,858	)
Class R3		(213,301	)		(2,420,537	)		(394,435	)		(4,245,261	)		(147,840	)		(1,573,904	)		(262,792	)		(2,648,257	)
Class R4		(13,681	)		(151,589	)		(95,316	)		(995,993	)		(21,168	)		(224,511	)		(25,152	)		(247,904	)
		(1,549,778	)		$(17,146,847	)		(2,725,804	)		$(29,065,650	)		(1,172,405	)		$(12,219,221	)		(2,019,101	)		$(20,387,345	)
Net change
Class A		146,566			$1,626,472			449,547			$4,816,975			144,065			$1,483,191			359,948			$3,667,890
Class B		(9,697	)		(104,530	)		58,351			647,487			428			15,669			50,613			524,105
Class C		80,754			872,082			262,656			2,749,321			51,370			541,564			236,968			2,382,971
Class I		1,381			10,771			44,788			500,072			30,332			334,892			61,239			671,699
Class R1		(19,531	)		(234,627	)		(74,563	)		(756,170	)		48,378			475,841			(86,106	)		(887,381	)
Class R2		547,537			6,255,786			542,231			5,573,804			737,784			8,192,157			463,962			4,463,642
Class R3		4,455			(11,198	)		127,096			1,394,521			84,803			903,740			197,189			1,989,272
Class R4		86,477			1,001,368			4,547			2,952			8,923			108,971			32,738			296,883
		837,942			$9,416,124			1,414,653			$14,928,962			1,106,083			$12,056,025			1,316,551			$13,109,081

57

Notes to Financial Statements (unaudited) – continued

	MFS Lifetime 2040 Fund												MFS Lifetime 2050 Fund
	Six months ended 10/31/11						Year ended 4/30/11						Six months ended 10/31/11						Year ended 4/30/11 (c)
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold
Class A		165,171			$1,707,824			334,918			$3,348,387			14,468			$162,701			155,270			$1,652,241
Class B		30,500			320,128			71,271			728,116			888			9,346			14,149			147,885
Class C		150,071			1,525,210			163,822			1,618,718			3,791			41,640			13,739			143,891
Class I		36,460			379,174			59,233			596,372			11,583			127,888			14,277			148,142
Class R1		109,547			1,143,110			152,194			1,495,538			2,094			22,964			10,001			100,015
Class R2		1,078,084			11,344,920			1,507,856			14,834,336			121,729			1,390,440			10,019			100,222
Class R3		133,126			1,401,644			259,122			2,592,803			1,113			12,183			11,760			120,245
Class R4		30,923			340,700			37,529			345,045			971			11,550			10,000			100,000
		1,733,882			$18,162,710			2,585,945			$25,559,315			156,637			$1,778,712			239,215			$2,512,641
Shares issued to shareholders in reinvestment of distributions
Class A		—			$—			10,569			$109,711			—			$—			1,514			$16,770
Class B		—			—			1,166			12,069			—			—			91			1,009
Class C		—			—			1,271			13,042			—			—			91			1,009
Class I		—			—			3,660			38,175			—			—			132			1,466
Class R1		—			—			2,959			30,444			—			—			91			1,009
Class R2		—			—			38,633			398,688			—			—			105			1,167
Class R3		—			—			8,087			83,944			—			—			112			1,246
Class R4		—			—			692			7,216			—			—			120			1,324
		—			$—			67,037			$693,289			—			$—			2,256			$25,000
Shares reacquired
Class A		(65,557	)		$(684,681	)		(161,329	)		$(1,616,920	)		(122,776	)		$(1,244,772	)		(4,803	)		$(55,443	)
Class B		(13,166	)		(133,743	)		(45,542	)		(446,292	)		—			—			—			—
Class C		(34,930	)		(349,241	)		(70,166	)		(687,759	)		(171	)		(2,020	)		—			—
Class I		(16,150	)		(168,705	)		(21,111	)		(217,528	)		(33	)		(397	)		(1,611	)		(18,160	)
Class R1		(78,878	)		(800,061	)		(89,979	)		(869,959	)		(20	)		(204	)		—			—
Class R2		(655,041	)		(6,790,690	)		(1,066,677	)		(10,801,646	)		(29,863	)		(316,633	)		—			—
Class R3		(83,636	)		(864,548	)		(138,539	)		(1,351,928	)		(1	)		(11	)		—			—
Class R4		(8,676	)		(90,384	)		(18,938	)		(192,840	)		—			—			—			—
		(956,034	)		$(9,882,053	)		(1,612,281	)		$(16,184,872	)		(152,864	)		$(1,564,037	)		(6,414	)		$(73,603	)
Net change
Class A		99,614			$1,023,143			184,158			$1,841,178			(108,308	)		$(1,082,071	)		151,981			$1,613,568
Class B		17,334			186,385			26,895			293,893			888			9,346			14,240			148,894
Class C		115,141			1,175,969			94,927			944,001			3,620			39,620			13,830			144,900
Class I		20,310			210,469			41,782			417,019			11,550			127,491			12,798			131,448
Class R1		30,669			343,049			65,174			656,023			2,074			22,760			10,092			101,024
Class R2		423,043			4,554,230			479,812			4,431,378			91,866			1,073,807			10,124			101,389
Class R3		49,490			537,096			128,670			1,324,819			1,112			12,172			11,872			121,491
Class R4		22,247			250,316			19,283			159,421			971			11,550			10,120			101,324
		777,848			$8,280,657			1,040,701			$10,067,732			3,773			$214,675			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.

58

Notes to Financial Statements (unaudited) – continued

(6) Line of Credit

Each fund and certain other funds managed by MFS participate in a $1.1 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to participating funds, based on its borrowings, generally at a rate equal to the higher of the Federal Reserve funds rate or one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, each fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Federal Reserve funds rate plus an agreed upon spread. For the six months ended October 31, 2011, each fund’s commitment fee and interest expense were equal 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
Commitment Fee		$415		$227		$536		$407		$282		$13
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 Shares/Par Amount		Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount		Ending Shares/Par Amount
MFS Absolute Return Fund		—		255,405		(4,093)		251,312
MFS Commodity Strategy Fund		70,131		37,397		(6,022)		101,506
MFS Core Growth Fund		103,713		163,367		(267,080)		—
MFS Diversified Target Return Fund		220,826		10,454		(231,280)		—
MFS Emerging Markets Debt Fund		69,556		18,226		(3,241)		84,541
MFS Global Bond Fund		469,051		120,201		(26,888)		562,364
MFS Global Real Estate Fund		67,793		34,587		(6,571)		95,809
MFS Government Securities Fund		998,922		235,026		(56,196)		1,177,752
MFS Growth Fund		—		116,231		(4,118)		112,113
MFS High Income Fund		856,940		281,675		(33,247)		1,105,368
MFS Inflation-Adjusted Bond Fund		956,634		207,359		(64,539)		1,099,454
MFS Institutional Money Market Portfolio		6,884		5,451,580		(5,458,456)		8
MFS International Growth Fund		35,756		18,011		(3,436)		50,331
MFS International Value Fund		36,566		14,222		(2,831)		47,957
MFS Limited Maturity Fund		3,290,946		884,552		(120,467)		4,055,031
MFS Mid Cap Growth Fund		298,212		141,549		(30,948)		408,813
MFS Mid Cap Value Fund		207,531		99,615		(19,642)		287,504
MFS New Discovery Fund		71,714		22,938		(40,866)		53,786
MFS New Discovery Value Fund		—		152,106		(10,059)		142,047
MFS Research Bond Fund		2,116,542		528,073		(98,208)		2,546,407
MFS Research Fund		297,449		60,086		(160,665)		196,870
MFS Research International Fund		176,853		92,738		(18,262)		251,329
MFS Value Fund		81,745		151,421		(11,559)		221,607

59

Notes to Financial Statements (unaudited) – continued

	MFS Lifetime Retirement Income Fund – continued
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(417)		$—		$18,445		2,467,888
MFS Commodity Strategy Fund		(3,449)		—		—		1,244,460
MFS Core Growth Fund		211		—		—		—
MFS Diversified Target Return Fund		124,998		—		—		—
MFS Emerging Markets Debt Fund		(699)		—		30,218		1,242,756
MFS Global Bond Fund		4,363		—		87,165		6,152,257
MFS Global Real Estate Fund		(6,965)		12,430		5,127		1,262,767
MFS Government Securities Fund		(3,286)		—		177,127		12,378,172
MFS Growth Fund		(10,221)		—		—		4,958,768
MFS High Income Fund		(2,045)		—		120,755		3,736,142
MFS Inflation-Adjusted Bond Fund		10,952		—		166,613		12,401,836
MFS Institutional Money Market Portfolio		—		—		31		8
MFS International Growth Fund		(6,355)		—		—		1,253,233
MFS International Value Fund		(1,352)		—		—		1,229,614
MFS Limited Maturity Fund		(9,869)		—		342,927		24,735,692
MFS Mid Cap Growth Fund		(16,868)		—		—		3,744,723
MFS Mid Cap Value Fund		(19,025)		—		—		3,763,421
MFS New Discovery Fund		206,313		—		—		1,283,877
MFS New Discovery Value Fund		(9,581)		—		—		1,278,423
MFS Research Bond Fund		555		—		480,696		27,272,022
MFS Research Fund		438,119		—		—		5,010,333
MFS Research International Fund		(18,478)		—		—		3,719,667
MFS Value Fund		(17,246)		—		37,937		4,999,456
		$659,655		$12,430		$1,467,041		$124,135,515

	MFS Lifetime 2010 Fund
Underlying Affiliated Funds	Beginning Shares/Par Amount		Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount		Ending Shares/Par Amount
MFS Absolute Return Fund		—		130,720		(6,798)		123,922
MFS Commodity Strategy Fund		39,374		16,973		(5,564)		50,783
MFS Core Growth Fund		58,228		81,854		(140,082)		—
MFS Diversified Target Return Fund		123,978		11,210		(135,188)		—
MFS Emerging Markets Debt Fund		39,051		6,989		(3,605)		42,435
MFS Global Bond Fund		263,339		41,641		(27,589)		277,391
MFS Global Real Estate Fund		38,062		14,415		(4,601)		47,876
MFS Government Securities Fund		560,825		85,508		(66,193)		580,140
MFS Growth Fund		—		59,967		(3,487)		56,480
MFS High Income Fund		481,112		113,589		(37,952)		556,749
MFS Inflation-Adjusted Bond Fund		537,084		77,701		(68,530)		546,255
MFS Institutional Money Market Portfolio		57,679		8,967,314		(8,929,955)		95,038
MFS International Growth Fund		20,075		7,709		(2,597)		25,187
MFS International Value Fund		20,529		5,677		(2,208)		23,998
MFS Limited Maturity Fund		1,847,638		307,732		(152,070)		2,003,300
MFS Mid Cap Growth Fund		167,425		59,306		(21,150)		205,581
MFS Mid Cap Value Fund		116,514		41,687		(14,048)		144,153
MFS New Discovery Fund		40,262		11,072		(24,691)		26,643
MFS New Discovery Value Fund		—		78,031		(7,514)		70,517
MFS Research Bond Fund		1,188,291		189,146		(112,251)		1,265,186
MFS Research Fund		166,997		29,813		(97,986)		98,824
MFS Research International Fund		99,290		40,530		(13,682)		126,138
MFS Value Fund		45,895		75,420		(9,940)		111,375

60

Notes to Financial Statements (unaudited) – continued

	MFS Lifetime 2010 Fund – continued
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(1,070)		$—		$9,935		1,216,912
MFS Commodity Strategy Fund		(1,672)		—		—		622,599
MFS Core Growth Fund		1,800		—		—		—
MFS Diversified Target Return Fund		190,533		—		—		—
MFS Emerging Markets Debt Fund		268		—		16,636		623,793
MFS Global Bond Fund		6,155		—		48,033		3,034,658
MFS Global Real Estate Fund		(4,239)		7,315		3,018		631,000
MFS Government Securities Fund		9,173		—		97,776		6,097,274
MFS Growth Fund		(5,613)		—		—		2,498,105
MFS High Income Fund		(4,431)		—		66,382		1,881,812
MFS Inflation-Adjusted Bond Fund		25,451		—		91,687		6,161,752
MFS Institutional Money Market Portfolio		—		—		38		95,038
MFS International Growth Fund		(4,990)		—		—		627,156
MFS International Value Fund		(1,737)		—		—		615,310
MFS Limited Maturity Fund		(26,248)		—		189,031		12,220,128
MFS Mid Cap Growth Fund		(10,281)		—		—		1,883,122
MFS Mid Cap Value Fund		(12,867)		—		—		1,886,959
MFS New Discovery Fund		300,671		—		—		635,974
MFS New Discovery Value Fund		(5,485)		—		—		634,653
MFS Research Bond Fund		2,827		—		264,919		13,550,146
MFS Research Fund		341,353		—		—		2,515,069
MFS Research International Fund		(16,498)		—		—		1,866,844
MFS Value Fund		(14,535)		—		20,497		2,512,619
		$768,565		$7,315		$807,952		$61,810,923

	MFS Lifetime 2020 Fund
Underlying Affiliated Funds	Beginning Shares/Par Amount		Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount		Ending Shares/Par Amount
MFS Absolute Return Fund		—		172,083		(5,231)		166,852
MFS Commodity Strategy Fund		257,667		57,373		(22,653)		292,387
MFS Core Growth Fund		539,861		37,663		(577,524)		—
MFS Diversified Target Return Fund		162,658		9,425		(172,083)		—
MFS Emerging Markets Debt Fund		277,481		24,594		(18,336)		283,739
MFS Global Bond Fund		626,630		61,727		(70,455)		617,902
MFS Global Real Estate Fund		170,962		28,571		(6,357)		193,176
MFS Government Securities Fund		1,322,688		135,874		(166,097)		1,292,465
MFS Growth Fund		—		245,828		(5,685)		240,143
MFS High Income Fund		1,897,679		239,672		(68,627)		2,068,724
MFS Inflation-Adjusted Bond Fund		705,073		93,825		(63,548)		735,350
MFS Institutional Money Market Portfolio		11		9,822,359		(9,710,924)		111,446
MFS International Growth Fund		138,244		25,273		(4,873)		158,644
MFS International New Discovery Fund		49,524		5,089		(2,283)		52,330
MFS International Value Fund		142,322		11,627		(4,565)		149,384
MFS Limited Maturity Fund		243,584		225,049		(2,821)		465,812
MFS Mid Cap Growth Fund		881,337		127,497		(28,347)		980,487
MFS Mid Cap Value Fund		616,490		93,186		(19,324)		690,352
MFS New Discovery Fund		138,802		21,006		(75,385)		84,423
MFS New Discovery Value Fund		—		230,329		(6,651)		223,678
MFS Research Bond Fund		1,602,971		195,975		(129,535)		1,669,411
MFS Research Fund		387,276		44,476		(9,854)		421,898
MFS Research International Fund		456,384		89,143		(17,095)		528,432
MFS Value Fund		426,076		59,261		(10,063)		475,274

61

Notes to Financial Statements (unaudited) – continued

	MFS Lifetime 2020 Fund – continued
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(1,198)		$—		$13,027		1,638,487
MFS Commodity Strategy Fund		1,651		—		—		3,584,662
MFS Core Growth Fund		(4,984)		—		—		—
MFS Diversified Target Return Fund		140,331		—		—		—
MFS Emerging Markets Debt Fund		(5,368)		—		112,860		4,170,969
MFS Global Bond Fund		20,718		—		108,861		6,759,851
MFS Global Real Estate Fund		(4,918)		31,228		12,883		2,546,060
MFS Government Securities Fund		14,220		—		221,447		13,583,807
MFS Growth Fund		(24,236)		—		—		10,621,505
MFS High Income Fund		(24,743)		—		248,400		6,992,287
MFS Inflation-Adjusted Bond Fund		28,277		—		120,332		8,294,745
MFS Institutional Money Market Portfolio		—		—		44		111,446
MFS International Growth Fund		(7,187)		—		—		3,950,247
MFS International New Discovery Fund		(3,869)		—		—		1,105,739
MFS International Value Fund		860		—		—		3,830,214
MFS Limited Maturity Fund		(388)		—		33,399		2,841,451
MFS Mid Cap Growth Fund		(11,286)		—		—		8,981,257
MFS Mid Cap Value Fund		(19,047)		—		—		9,036,709
MFS New Discovery Fund		920,419		—		—		2,015,170
MFS New Discovery Value Fund		(7,869)		—		—		2,013,106
MFS Research Bond Fund		4,091		—		348,131		17,879,393
MFS Research Fund		(10,723)		—		—		10,737,291
MFS Research International Fund		(36,000)		—		—		7,820,793
MFS Value Fund		(28,579)		—		97,448		10,722,184
		$940,172		$31,228		$1,316,832		$139,237,373

	MFS Lifetime 2030 Fund
Underlying Affiliated Funds	Beginning Shares/Par Amount		Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount		Ending Shares/Par Amount
MFS Absolute Return Fund		—		68,196		(5,283)		62,913
MFS Commodity Strategy Fund		311,908		100,898		(38,206)		374,600
MFS Core Growth Fund		595,224		63,171		(658,395)		—
MFS Diversified Target Return Fund		61,489		5,227		(66,716)		—
MFS Emerging Markets Debt Fund		116,673		23,565		(11,312)		128,926
MFS Emerging Markets Equity Fund		39,717		9,914		(1,587)		48,044
MFS Global Bond Fund		210,128		44,947		(29,343)		225,732
MFS Global Real Estate Fund		264,073		46,807		(6,972)		303,908
MFS Growth Fund		—		275,294		(5,097)		270,197
MFS High Income Fund		798,036		195,712		(51,485)		942,263
MFS Inflation-Adjusted Bond Fund		373,011		65,046		(68,981)		369,076
MFS Institutional Money Market Portfolio		11		11,732,119		(11,663,681)		68,449
MFS International Growth Fund		211,049		39,182		(5,682)		244,549
MFS International New Discovery Fund		120,707		19,254		(2,182)		137,779
MFS International Value Fund		215,941		28,843		(12,199)		232,585
MFS Mid Cap Growth Fund		941,246		156,214		(17,597)		1,079,863
MFS Mid Cap Value Fund		655,220		109,927		(9,184)		755,963
MFS New Discovery Fund		159,797		26,752		(88,448)		98,101
MFS New Discovery Value Fund		—		266,036		(6,325)		259,711
MFS Research Bond Fund		267,656		44,927		(41,433)		271,150
MFS Research Fund		298,414		38,035		(5,298)		331,151
MFS Research International Fund		440,147		92,467		(10,742)		521,872
MFS Value Fund		469,185		72,858		(10,317)		531,726

62

Notes to Financial Statements (unaudited) – continued

	MFS Lifetime 2030 Fund – continued
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(1,189)		$—		$4,985		617,808
MFS Commodity Strategy Fund		(1,077)		—		—		4,592,600
MFS Core Growth Fund		(2,807)		—		—		—
MFS Diversified Target Return Fund		32,130		—		—		—
MFS Emerging Markets Debt Fund		(5,091)		—		49,955		1,895,210
MFS Emerging Markets Equity Fund		(4,465)		—		—		1,481,205
MFS Global Bond Fund		8,653		—		38,541		2,469,504
MFS Global Real Estate Fund		(6,766)		49,748		20,523		4,005,504
MFS Growth Fund		(23,483)		—		—		11,950,821
MFS High Income Fund		(11,864)		—		110,396		3,184,850
MFS Inflation-Adjusted Bond Fund		35,662		—		62,925		4,163,178
MFS Institutional Money Market Portfolio		—		—		58		68,449
MFS International Growth Fund		(11,605)		—		—		6,089,280
MFS International New Discovery Fund		(1,664)		—		—		2,911,277
MFS International Value Fund		(20,947)		—		—		5,963,475
MFS Mid Cap Growth Fund		(13,545)		—		—		9,891,542
MFS Mid Cap Value Fund		(13,046)		—		—		9,895,549
MFS New Discovery Fund		593,111		—		—		2,341,673
MFS New Discovery Value Fund		(8,268)		—		—		2,337,396
MFS Research Bond Fund		2,755		—		58,296		2,904,018
MFS Research Fund		(8,103)		—		—		8,427,799
MFS Research International Fund		(28,728)		—		—		7,723,706
MFS Value Fund		(48,826)		—		110,978		11,995,735
		$460,837		$49,748		$456,657		$104,910,579

	MFS Lifetime 2040 Fund
Underlying Affiliated Funds	Beginning Shares/Par Amount		Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount		Ending Shares/Par Amount
MFS Commodity Strategy Fund		245,083		79,347		(27,745)		296,685
MFS Core Growth Fund		435,474		48,779		(484,253)		—
MFS Emerging Markets Equity Fund		38,377		10,036		(1,142)		47,271
MFS Global Real Estate Fund		237,168		45,601		(6,916)		275,853
MFS Growth Fund		—		202,529		(6,392)		196,137
MFS Inflation-Adjusted Bond Fund		166,865		32,500		(37,123)		162,242
MFS Institutional Money Market Portfolio		4,270		7,929,421		(7,933,689)		2
MFS International Growth Fund		175,169		31,750		(4,680)		202,239
MFS International New Discovery Fund		116,811		20,549		(2,010)		135,350
MFS International Value Fund		179,246		23,355		(8,106)		194,495
MFS Mid Cap Growth Fund		695,055		130,086		(35,120)		790,021
MFS Mid Cap Value Fund		484,106		85,970		(18,082)		551,994
MFS New Discovery Fund		125,489		21,478		(70,488)		76,479
MFS New Discovery Value Fund		—		212,119		(10,262)		201,857
MFS Research Bond Fund		167,807		34,118		(31,260)		170,665
MFS Research Fund		208,173		27,685		(8,506)		227,352
MFS Research International Fund		330,096		64,725		(9,402)		385,419
MFS Value Fund		343,261		55,190		(14,293)		384,158

63

Notes to Financial Statements (unaudited) – continued

	MFS Lifetime 2040 Fund – continued
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$(6,456)		$—		$ —		3,637,360
MFS Core Growth Fund		(2,957)		—		—		—
MFS Emerging Markets Equity Fund		(3,496)		—		—		1,457,374
MFS Global Real Estate Fund		(5,640)		43,693		18,026		3,635,746
MFS Growth Fund		(22,401)		—		—		8,675,119
MFS Inflation-Adjusted Bond Fund		19,138		—		27,599		1,830,087
MFS Institutional Money Market Portfolio		—		—		49		2
MFS International Growth Fund		(8,852)		—		—		5,035,754
MFS International New Discovery Fund		(1,152)		—		—		2,859,947
MFS International Value Fund		(15,461)		—		—		4,986,843
MFS Mid Cap Growth Fund		(16,597)		—		—		7,236,595
MFS Mid Cap Value Fund		(15,643)		—		—		7,225,602
MFS New Discovery Fund		440,071		—		—		1,825,545
MFS New Discovery Value Fund		(11,343)		—		—		1,816,714
MFS Research Bond Fund		2,305		—		36,092		1,827,818
MFS Research Fund		(11,466)		—		—		5,786,104
MFS Research International Fund		(35,089)		—		—		5,704,198
MFS Value Fund		(59,061)		—		79,923		8,666,601
		$245,900		$43,693		$161,689		$72,207,409

	MFS Lifetime 2050 Fund
Underlying Affiliated Funds	Beginning Shares/Par Amount		Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount		Ending Shares/Par Amount
MFS Commodity Strategy Fund		9,922		8,770		(8,229)		10,463
MFS Core Growth Fund		17,462		8,023		(25,485)		—
MFS Emerging Markets Equity Fund		1,543		1,100		(979)		1,664
MFS Global Real Estate Fund		9,497		5,775		(5,539)		9,733
MFS Growth Fund		—		7,384		(424)		6,960
MFS Inflation-Adjusted Bond Fund		6,708		5,023		(6,045)		5,686
MFS Institutional Money Market Portfolio		12,511		1,411,936		(1,418,070)		6,377
MFS International Growth Fund		7,029		4,473		(4,290)		7,212
MFS International New Discovery Fund		4,681		3,084		(2,908)		4,857
MFS International Value Fund		7,206		4,590		(4,792)		7,004
MFS Mid Cap Growth Fund		27,863		17,165		(17,021)		28,007
MFS Mid Cap Value Fund		19,408		11,330		(11,139)		19,599
MFS New Discovery Fund		5,041		2,561		(4,915)		2,687
MFS New Discovery Value Fund				11,123		(3,997)		7,126
MFS Research Bond Fund		6,747		5,135		(5,894)		5,988
MFS Research Fund		8,345		4,622		(4,903)		8,064
MFS Research International Fund		13,239		8,936		(8,308)		13,867
MFS Value Fund		13,753		8,364		(8,471)		13,646

64

Notes to Financial Statements (unaudited) – continued

	MFS Lifetime 2050 Fund – continued
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$(2,950)		$—		$—		128,272
MFS Core Growth Fund		(21,777)		—		—		—
MFS Emerging Markets Equity Fund		(4,335)		—		—		51,309
MFS Global Real Estate Fund		(14,187)		2,209		911		128,284
MFS Growth Fund		29		—		—		307,852
MFS Inflation-Adjusted Bond Fund		2,830		—		1,135		64,136
MFS Institutional Money Market Portfolio		—		—		6		6,377
MFS International Growth Fund		(14,802)		—		—		179,587
MFS International New Discovery Fund		(7,415)		—		—		102,617
MFS International Value Fund		(8,850)		—		—		179,592
MFS Mid Cap Growth Fund		(26,231)		—		—		256,544
MFS Mid Cap Value Fund		(25,803)		—		—		256,544
MFS New Discovery Fund		67		—		—		64,136
MFS New Discovery Value Fund		(7,560)		—		—		64,136
MFS Research Bond Fund		511		—		1,498		64,136
MFS Research Fund		(17,378)		—		—		205,235
MFS Research International Fund		(15,604)		—		—		205,235
MFS Value Fund		(29,084)		—		3,386		307,844
		$(192,539)		$2,209		$6,936		$2,571,836

65

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS Lifetime Funds

MFS Lifetime Retirement Income Fund

MFS Lifetime 2010 Fund

MFS Lifetime 2020 Fund

MFS Lifetime 2030 Fund

MFS Lifetime 2040 Fund

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Funds’ investment advisory agreement with MFS. The Trustees consider matters bearing on the Funds and their investment advisory arrangements at their meetings throughout the year, including a review of the performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2011 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreements for the Funds and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Funds’ investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Chief Compliance Officer, a full-time senior officer appointed by and reporting to the independent Trustees.

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

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Lipper Inc., an independent third party, on the investment performance of the Funds for various time periods ended December 31, 2010 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Funds’ fees and expenses and the fees and expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information as to whether and to what extent applicable expense waivers and reimbursements are observed for the Funds, (iv) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Funds and for the MFS Funds as a whole, and compared to MFS’ institutional business, (v) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vi) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (vii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Funds and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Lipper Inc. was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

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

MFS Lifetime Retirement Income Fund

Based on information provided by Lipper Inc., the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2010, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 1st quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst

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Board Review of Investment Advisory Agreement – continued

performers). The total return performance of the Fund’s Class A shares was in the 3rd quintile for the one-year period and the 1st quintile for the five-year period ended December 31, 2010 relative to the Lipper performance universe.

MFS Lifetime 2010 Fund

Based on information provided by Lipper Inc., the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2010, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 1st quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 4th quintile for the one-year period and the 1st quintile for the five-year period ended December 31, 2010 relative to the Lipper performance universe.

MFS Lifetime 2020 Fund

Based on information provided by Lipper Inc., the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2010, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 1st quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 1st quintile for each of the one- and five-year periods ended December 31, 2010 relative to the Lipper performance universe.

MFS Lifetime 2030 Fund

Based on information provided by Lipper Inc., the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2010, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 2nd quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 1st quintile for each of the one- and five-year periods ended December 31, 2010 relative to the Lipper performance universe.

MFS Lifetime 2040 Fund

Based on information provided by Lipper Inc., the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2010, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 2nd quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 1st quintile for each of the one- and five-year periods ended December 31, 2010 relative to the Lipper performance universe.

General

Because of the passage of time, these performance results are likely to differ from performance results for more recent periods, including those shown elsewhere in this report.

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

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

67

Board Review of Investment Advisory Agreement – continued

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

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

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

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

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

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including a majority of the independent Trustees, concluded that the Funds’ investment advisory agreements with MFS should be approved for an additional one-year period, commencing August 1, 2011.

The Trustees noted that the investment advisory agreement for MFS Lifetime 2050 Fund is dated September 14, 2010 and the Fund commenced operations on September 15, 2010. The Fund’s investment advisory agreement will be reviewed and considered in 2012, prior to the expiration of its initial two-year period.

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).

68

Board Review of Investment Advisory Agreement – continued

MFS Lifetime 2050 Fund

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, initially approve the Fund’s investment advisory agreement with MFS (the “Agreement”) and, beginning on the second anniversary of the initial effective date of the Agreement, annually approve the continuation of the Agreement. In July 2010, the Board met to consider the initial approval of the Agreement (“the initial review meeting”). The independent Trustees were assisted in their evaluation of the Agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Chief Compliance Officer, a full-time senior officer appointed by and reporting to the independent Trustees.

In connection with their deliberations regarding the initial approval of the Agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services to be performed by MFS under the Agreement and other arrangements with the Fund.

In connection with their initial review meeting, the Trustees received and relied upon materials that included, among other items: (i) information provided by Lipper Inc., an independent third party, on the Fund’s proposed advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”) and (ii) descriptions of various functions to be performed by MFS for the Fund, such as compliance monitoring and portfolio trading practices. In addition, in connection with the independent Trustees’ meetings in May, June and July, 2010 (the “contract review meetings”) for the purpose of considering whether to approve the continuation of the investment advisory agreements for the other investment companies that the Board oversees (the “MFS Funds”), the independent Trustees received: (i) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the MFS Funds as a whole, and compared to MFS’ institutional business (ii) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, and (iii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative fee and expense information prepared and provided by Lipper Inc. was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the initial approval of the Agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. Because the Fund is newly organized and had not begun investment operations at the time of the initial review meeting, the Fund had no investment performance for the Trustees to review.

The Trustees considered that MFS will not charge any advisory fees for providing investment advisory services to the Fund, but that the Fund will pay a pro rata share of the advisory fees paid by the underlying funds in which it invests (the “Underlying Funds”). The Trustees also considered that MFS will observe an expense limitation for the Fund, which may not be changed without the Trustees’ approval.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s proposed advisory fee and the estimated total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Lipper Inc, noting that the Fund’s total expense ratio was expected to be relatively low because, as noted above, the Fund does not bear advisory expenses. The Trustees considered that, according to the Lipper data, the Fund’s effective advisory fee rate was above the Lipper expense group median and the Fund’s total expense ratio was below the Lipper expense group median.

Because the Fund will not pay an advisory fee, the Trustees did not consider the extent to which economies of scale would be realized due to the Funds’ growth of assets, whether fee levels reflect economies of scale for Fund shareholders, or the fees paid by similar funds to other investment advisers or by similar clients of MFS.

The Trustees did not consider MFS’ costs and profits with respect to the Fund because the Fund has no operating history with MFS as its adviser. The Trustees considered information prepared by MFS relating to MFS’ costs and profits with respect to the MFS Funds considered as a group, and other investment companies and institutional accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds and other accounts and products for purposes of estimating profitability.

69

Board Review of Investment Advisory Agreement – continued

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

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

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

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including a majority of the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be approved for an initial two-year period, commencing upon its effective date, as set forth in the agreement.

A discussion regarding the Board’s most recent review and renewal of the fund’s Investment Advisory Agreement with MFS is available by clicking on the fund’s name under “Mutual Funds” in the “Products and Performance” section of the MFS Web site (mfs.com).

70

PROXY VOTING POLICIES AND INFORMATION

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

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

QUARTERLY PORTFOLIO DISCLOSURE

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

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

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

FURTHER INFORMATION

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

PROVISION OF FINANCIAL REPORTS AND SUMMARY PROSPECTUSES

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

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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.

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

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable for semi-annual reports.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable for semi-annual reports.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the Registrant.

ITEM 6. INVESTMENTS

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

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

Not applicable to the Registrant.

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

Not applicable to the Registrant.

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

Not applicable to the Registrant.

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

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

ITEM 11. CONTROLS AND PROCEDURES.

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

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

ITEM 12. EXHIBITS.

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

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

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

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

Notice

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

SIGNATURES

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

(Registrant) MFS SERIES TRUST XII

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

Date: December 16, 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: December 16, 2011

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

Date: December 16, 2011

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