MFS SERIES TRUST XII N-CSR

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.

Dear Shareholders:

After gaining momentum late last year, the U.S. economy slipped this winter, as severe weather curtailed activity. More recently, however, labor market data, consumer confidence, retail sales and industrial output have indicated that the U.S. economy could be regaining traction.

Europe emerged from its recession midway through 2013. However, its pace of growth has been slow, high unemployment persists and the risk of deflation exists. Asia remains vulnerable. China’s economic growth has slowed, and Japan’s early progress toward an economic turnaround continues to face obstacles. Emerging markets have also displayed much higher volatility, affected by the early transition from aggressive central bank monetary easing.

With so much uncertainty, global financial markets began 2014 with much greater volatility than last year’s broad-based rally. For equity investors, attention to company fundamentals has taken on more importance. Bond investors have been attuned to heightened risks from possible interest rate increases.

As always at MFS®, active risk management is an integral part of how we manage your investments. We use a collaborative process, sharing insights across asset classes, regions and economic sectors. Our global team of investment professionals uses a multidisciplined, long-term, diversified investment approach.

We understand that these are challenging economic times. We believe that we can serve you best by applying proven principles, such as asset allocation and diversification, over the long term. We are confident that this approach can serve you well as you work with your financial advisors to reach your goals in the years ahead.

Respectfully,

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Robert J. Manning

Chairman and Chief Executive Officer

MFS Investment Management

June 13, 2014

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

MFS Lifetime Retirement Income Fund

Portfolio target allocation

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

MFS Lifetime 2010 Fund

Portfolio target allocation

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

MFS Lifetime 2015 Fund

Portfolio target allocation

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Portfolio holdings
MFS Research Bond Fund			20.6%
MFS Limited Maturity Fund			17.1%
MFS Government Securities Fund			10.0%
MFS Inflation-Adjusted Bond Fund			10.0%
MFS Global Bond Fund			5.0%
MFS Value Fund			4.6%
MFS Research Fund			4.5%
MFS Growth Fund			4.5%
MFS High Income Fund			3.6%
MFS Research International Fund			3.3%
MFS Mid Cap Value Fund			3.3%
MFS Mid Cap Growth Fund			3.3%
MFS Absolute Return Fund			2.0%
MFS Emerging Markets Debt Fund			1.6%
MFS International Growth Fund			1.3%
MFS International Value Fund			1.3%
MFS Global Real Estate Fund			1.0%
MFS Commodity Strategy Fund			1.0%
MFS New Discovery Value Fund			1.0%
MFS New Discovery Fund			1.0%
Cash & Other (o)			0.0%

MFS Lifetime 2020 Fund

Portfolio target allocation

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Portfolio holdings
MFS Research Bond Fund			15.6%
MFS Government Securities Fund			10.0%
MFS Inflation-Adjusted Bond Fund			8.5%
MFS Limited Maturity Fund			7.1%
MFS Value Fund			6.6%
MFS Research Fund			6.6%
MFS Growth Fund			6.6%
MFS Global Bond Fund			5.0%
MFS High Income Fund			5.0%
MFS Mid Cap Value Fund			4.9%
MFS Mid Cap Growth Fund			4.9%
MFS Research International Fund			4.6%
MFS Emerging Markets Debt Fund			3.0%
MFS International Value Fund			2.3%
MFS International Growth Fund			2.3%
MFS Absolute Return Fund			1.7%
MFS Commodity Strategy Fund			1.6%
MFS Global Real Estate Fund			1.3%
MFS New Discovery Value Fund			1.1%
MFS New Discovery Fund			1.1%
MFS International New Discovery Fund			0.3%
Cash & Other			(0.1)%

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

MFS Lifetime 2025 Fund

Portfolio target allocation

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Portfolio holdings
MFS Research Bond Fund			9.4%
MFS Value Fund			8.9%
MFS Growth Fund			8.8%
MFS Research Fund			8.0%
MFS Mid Cap Growth Fund			7.6%
MFS Mid Cap Value Fund			7.6%
MFS Government Securities Fund			7.2%
MFS Research International Fund			6.3%
MFS High Income Fund			5.0%
MFS Inflation-Adjusted Bond Fund			5.0%
MFS Global Bond Fund			4.7%
MFS International Growth Fund			3.6%
MFS International Value Fund			3.5%
MFS Commodity Strategy Fund			3.3%
MFS Emerging Markets Debt Fund			3.0%
MFS Global Real Estate Fund			2.3%
MFS New Discovery Value Fund			1.6%
MFS New Discovery Fund			1.6%
MFS International New Discovery Fund			1.3%
MFS Absolute Return Fund			1.0%
MFS Emerging Markets Equity Fund			0.3%
Cash & Other (o)			(0.0)%

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

MFS Lifetime 2030 Fund

Portfolio target allocation

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Portfolio holdings
MFS Value Fund			11.2%
MFS Growth Fund			11.1%
MFS Mid Cap Value Fund			9.2%
MFS Mid Cap Growth Fund			9.1%
MFS Research Fund			8.0%
MFS Research International Fund			7.2%
MFS International Value Fund			5.3%
MFS International Growth Fund			5.3%
MFS Inflation-Adjusted Bond Fund			4.7%
MFS High Income Fund			4.3%
MFS Commodity Strategy Fund			4.2%
MFS Global Bond Fund			3.4%
MFS Global Real Estate Fund			3.3%
MFS Research Bond Fund			2.9%
MFS Emerging Markets Debt Fund			2.6%
MFS International New Discovery Fund			2.3%
MFS New Discovery Value Fund			2.1%
MFS New Discovery Fund			2.0%
MFS Emerging Markets Equity Fund			1.1%
MFS Absolute Return Fund			0.8%
Cash & Other			(0.1)%

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

MFS Lifetime 2035 Fund

Portfolio target allocation

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Portfolio holdings
MFS Value Fund			11.7%
MFS Growth Fund			11.6%
MFS Mid Cap Value Fund			9.6%
MFS Mid Cap Growth Fund			9.6%
MFS Research Fund			8.0%
MFS Research International Fund			7.7%
MFS International Value Fund			6.3%
MFS International Growth Fund			6.3%
MFS Commodity Strategy Fund			4.6%
MFS Global Real Estate Fund			4.3%
MFS Inflation-Adjusted Bond Fund			3.4%
MFS International New Discovery Fund			3.3%
MFS Research Bond Fund			2.7%
MFS New Discovery Value Fund			2.3%
MFS New Discovery Fund			2.3%
MFS High Income Fund			1.8%
MFS Emerging Markets Equity Fund			1.6%
MFS Global Bond Fund			1.4%
MFS Emerging Markets Debt Fund			1.1%
MFS Absolute Return Fund			0.4%
Cash & Other (o)			(0.0)%

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

MFS Lifetime 2040 Fund

Portfolio target allocation

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Portfolio holdings
MFS Value Fund			12.0%
MFS Growth Fund			12.0%
MFS Mid Cap Value Fund			10.0%
MFS Mid Cap Growth Fund			10.0%
MFS Research International Fund			8.0%
MFS Research Fund			8.0%
MFS International Value Fund			7.1%
MFS International Growth Fund			7.0%
MFS Global Real Estate Fund			5.0%
MFS Commodity Strategy Fund			5.0%
MFS International New Discovery Fund			4.0%
MFS Research Bond Fund			2.5%
MFS Inflation-Adjusted Bond Fund			2.5%
MFS New Discovery Value Fund			2.5%
MFS New Discovery Fund			2.5%
MFS Emerging Markets Equity Fund			2.0%
Cash & Other			(0.1)%

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

MFS Lifetime 2045 Fund

Portfolio target allocation

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Portfolio holdings
MFS Value Fund			12.0%
MFS Growth Fund			11.9%
MFS Mid Cap Value Fund			10.0%
MFS Mid Cap Growth Fund			10.0%
MFS Research International Fund			8.0%
MFS Research Fund			8.0%
MFS International Value Fund			7.1%
MFS International Growth Fund			7.0%
MFS Global Real Estate Fund			5.0%
MFS Commodity Strategy Fund			5.0%
MFS International New Discovery Fund			4.0%
MFS Research Bond Fund			2.5%
MFS Inflation-Adjusted Bond Fund			2.5%
MFS New Discovery Value Fund			2.5%
MFS New Discovery Fund			2.5%
MFS Emerging Markets Equity Fund			2.0%
Cash & Other (o)			0.0%

MFS Lifetime 2050 Fund

Portfolio target allocation

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

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

MFS Lifetime 2055 Fund

Portfolio target allocation

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

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

Early in the period, jitters over a banking crisis in Cyprus were more than offset by ongoing accommodative global monetary policy and improving economic data, resulting in gains in both equity and fixed income markets. As the period progressed, concerns that the US Federal Reserve (“Fed”) would begin tapering its quantitative easing (“QE”) program caused sovereign bond yields to spike, credit spreads to widen, and equity valuations to fall. Equities subsequently outperformed fixed income in response to the improved economic fundamentals. A general theme in the market was a rotation in investor allocations from fixed income to equities and emerging markets to developed markets, reflecting an anticipated acceleration in developed market growth rates relative to emerging markets as well as a more equity-friendly macro backdrop.

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

During the period, emerging market (“EM”) stresses surfaced as markets focused on imbalances and stagflationary conditions in certain EM countries. In addition, political instability increased in certain areas, notably in the Ukraine where tensions escalated following a change in government and Russia’s annexation of Crimea. Later in the period, markets were forced to contend with some unexpected weakness in the US economy due largely to weather-related interruptions to hiring and spending plans as well as production schedules. Once again, the setback was short-lived as the major US equity indexes traded near their all-time highs by the end of the period.

For the twelve months ended April 30, 2014, Class A shares of the MFS Lifetime Retirement Income Fund (“fund”) provided a total return of 3.81%, at net asset value. This compares with a return of –0.26% for the fund’s benchmark, the Barclays U.S. Aggregate Bond Index. The fund’s other benchmark, the MFS Lifetime Retirement Income Fund Blended Index (“Blended Index”), generated a return of 4.41%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

During the reporting period, equity markets outperformed bond markets. However, within the international equity component of the portfolio, explicit and implicit allocations to emerging markets and small/mid cap funds, such as the MFS Research International Fund, detracted from relative performance. In addition, the majority of the portfolios within this component also underperformed their respective benchmarks. Conversely, the fund’s investment in U.S. stocks was the largest positive contributor to absolute performance.

Within the fixed income segment of the portfolio, longer duration funds, such as the MFS Inflation-Adjusted Bond Fund detracted from relative performance. Additionally, funds with emerging market debt exposure, such as the MFS Global Bond Fund, held back relative performance. On the positive side, the fund’s allocation to credit-focused funds, such as the MFS Research Bond Fund, contributed to relative performance over the reporting period.

For the twelve months ended April 30, 2014, Class A shares of the MFS Lifetime 2010 Fund (“fund”) provided a total return of 3.79%, at net asset value. This compares with a return of –0.26% for the fund’s benchmark, the Barclays U.S. Aggregate Bond Index. The fund’s other benchmark, the MFS Lifetime 2010 Fund Blended Index (“Blended Index”), generated a return of 4.41%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

Despite equity markets having outperformed bond markets over the reporting period, the international equity component of the portfolio detracted from relative performance as a result of the fund’s explicit and implicit allocations to emerging markets and small/mid cap funds, such as the MFS Research International Fund. In addition, the majority of the portfolios within this component also underperformed their respective benchmarks. On the positive side, the fund’s investment in U.S. stocks was the largest positive contributor to absolute performance.

Within the fixed income segment of the portfolio, longer duration funds, such as the MFS Inflation-Adjusted Bond Fund, detracted from relative performance. Additionally, funds with emerging market debt exposure, such as the MFS Global Bond Fund, held back relative performance. Conversely, the fund’s allocation to credit-focused funds, such as the MFS Research Bond Fund, contributed to relative performance over the reporting period.

For the twelve months ended April 30, 2014, Class A shares of the MFS Lifetime 2015 Fund (“fund”) provided a total return of 4.52%, at net asset value. This compares with a return of –0.26% for the fund’s benchmark, the Barclays U.S. Aggregate Bond Index. The fund’s other benchmark, the MFS Lifetime 2015 Fund Blended Index (“Blended Index”), generated a return of 5.25%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

Within the fixed income segment of the portfolio, longer duration funds, such as the MFS Inflation-Adjusted Bond Fund, detracted from relative performance. Additionally, funds with emerging market debt exposure, such as the MFS Global Bond Fund, held back relative performance. On the positive side, the fund’s allocation to credit-focused funds, such as the MFS Research Bond Fund, contributed to relative performance over the reporting period.

For the twelve months ended April 30, 2014, Class A shares of the MFS Lifetime 2020 Fund (“fund”) provided a total return of 7.18%, at net asset value. This compares with a return of 20.44% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index. The fund’s other benchmark, the MFS Lifetime 2020 Fund Blended Index (“Blended Index”), generated a return of 7.84%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

Despite equity markets having outperformed bond markets over the reporting period, the international equity component of the portfolio detracted from relative performance as a result of the fund’s explicit and implicit allocations to emerging markets and small/mid cap funds, such as the MFS Research International Fund. In addition, the majority of the portfolios within this component also underperformed their respective benchmarks. On the positive side, the fund’s investment in U.S. stocks, particularly the MFS Growth Fund and MFS Mid Cap Value Fund, was the largest positive contributor to absolute performance.

Within the fixed income segment of the portfolio, longer duration funds, such as the MFS Inflation-Adjusted Bond Fund detracted from relative performance. Additionally, funds with emerging market debt exposure, such as the MFS Global Bond Fund, held back relative performance. Conversely, the fund’s allocation to credit-focused funds, such as the MFS High Income Fund and the MFS Research Bond Fund, contributed to relative performance over the reporting period.

For the twelve months ended April 30, 2014, Class A shares of the MFS Lifetime 2025 Fund (“fund”) provided a total return of 10.52%, at net asset value. This compares with a return of 20.44% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index. The fund’s other benchmark, the MFS Lifetime 2025 Fund Blended Index (“Blended Index”), generated a return of 11.26%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

During the reporting period, equity markets outperformed bond markets. However, within the international equity component of the portfolio, explicit and implicit allocations to emerging markets and small/mid cap funds, such as the MFS Research International Fund, detracted from relative performance. In addition, the majority of the portfolios within this component also underperformed

their respective benchmarks. Conversely, the fund’s investment in U.S. stocks, particularly the MFS Growth Fund and MFS Mid Cap Value Fund, was the largest positive contributor to absolute performance.

Within the fixed income segment of the portfolio, longer duration funds, such as the MFS Inflation-Adjusted Bond Fund, detracted from relative performance. Additionally, funds with emerging market debt exposure, such as the MFS Global Bond Fund, held back relative performance. On the positive side, the fund’s allocation to credit-focused funds, such as the MFS High Income Fund and the MFS Research Bond Fund, contributed to relative performance over the reporting period.

For the twelve months ended April 30, 2014, Class A shares of the MFS Lifetime 2030 Fund (“fund”) provided a total return of 12.67%, at net asset value. This compares with a return of 20.44% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index. The fund’s other benchmark, the MFS Lifetime 2030 Fund Blended Index (“Blended Index”), generated a return of 13.72%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

Despite equity markets having outperformed bond markets over the reporting period, the international equity component of the portfolio detracted from relative performance as a result of the fund’s explicit and implicit allocations to emerging markets and small/mid cap funds, such as the MFS Emerging Markets Fund, MFS International Growth Fund and MFS Research International Fund. In addition, the majority of the portfolios within this component also underperformed their respective benchmarks. On the positive side, the fund’s investment in U.S. stocks, particularly the MFS Growth Fund and MFS Mid Cap Value Fund, was the largest positive contributor to absolute performance.

Within the fixed income component of the portfolio, longer duration funds, such as the MFS Inflation-Adjusted Bond Fund, detracted from relative performance. Additionally, funds with emerging market debt exposure, such as the MFS Global Bond Fund, held back relative performance. Conversely, the fund’s allocation to credit-focused funds, such as the MFS High Income Fund, contributed to relative performance over the reporting period.

For the twelve months ended April 30, 2014, Class A shares of the MFS Lifetime 2035 Fund (“fund”) provided a total return of 13.61%, at net asset value. This compares with a return of 20.44% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index. The fund’s other benchmark, the MFS Lifetime 2035 Fund Blended Index (“Blended Index”), generated a return of 14.83%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

During the reporting period, equity markets outperformed bond markets. However, within the international equity component of the portfolio, explicit and implicit allocations to emerging markets and small/mid cap funds, such as the MFS Emerging Markets Fund, MFS International Growth Fund and MFS Research International Fund, detracted from relative performance. In addition, the majority of the portfolios within this component also underperformed their respective benchmarks. Conversely, the fund’s investment in U.S. stocks, particularly the MFS Growth Fund and MFS Mid Cap Value Fund, was the largest positive contributor to absolute performance.

Within the fixed income component of the portfolio, longer duration funds, such as the MFS Inflation-Adjusted Bond Fund, detracted from relative performance. Additionally, funds with emerging market debt exposure, such as the MFS Global Bond Fund, held back relative performance. On the positive side, the fund’s allocation to credit-focused funds, such as the MFS High Income Fund, contributed to relative performance over the reporting period.

For the twelve months ended April 30, 2014, Class A shares of the MFS Lifetime 2040 Fund (“fund”) provided a total return of 14.18%, at net asset value. This compares with a return of 20.44% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index. The fund’s other benchmark, the MFS Lifetime 2040 Fund Blended Index (“Blended Index”), generated a return of 15.51%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

Despite equity markets having outperformed bond markets over the reporting period, the international equity component of the portfolio detracted from relative performance as a result of the fund’s explicit and implicit allocations to emerging markets and small/mid cap funds, such as the MFS Emerging Markets Fund, MFS International Growth Fund and MFS Research International Fund. In addition, the majority of the portfolios within this component also underperformed their respective benchmarks. On the positive side, the fund’s investment in U.S. stocks, particularly the MFS Growth Fund and MFS Mid Cap Value Fund, was the largest positive contributor to absolute performance.

Within the fixed income segment of the portfolio, longer duration funds, such as the MFS Inflation-Adjusted Bond Fund, detracted from relative performance.

For the twelve months ended April 30, 2014, Class A shares of the MFS Lifetime 2045 Fund (“fund”) provided a total return of 14.36%, at net asset value. This compares with a return of 20.44% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index. The fund’s other benchmark, the MFS Lifetime 2045 Fund Blended Index (“Blended Index”), generated a return of 15.51%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

During the reporting period, equity markets outperformed bond markets. However, within the international equity component of the portfolio, explicit and implicit allocations to emerging markets and small/mid cap funds, such as the MFS Emerging Markets Fund, MFS International Growth Fund and MFS Research International Fund, detracted from relative performance. In addition, the majority of the portfolios within this component also underperformed their respective benchmarks. Conversely, the fund’s investment in U.S. stocks, particularly the MFS Growth Fund and MFS Mid Cap Value Fund, was the largest positive contributor to absolute performance.

Within the fixed income segment of the portfolio, longer duration funds, such as the MFS Inflation-Adjusted Bond Fund, detracted from relative performance.

For the twelve months ended April 30, 2014, Class A shares of the MFS Lifetime 2050 Fund (“fund”) provided a total return of 14.14%, at net asset value. This compares with a return of 20.44% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index. The fund’s other benchmark, the MFS Lifetime 2050 Fund Blended Index (“Blended Index”), generated a return of 15.51%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

Despite equity markets having outperformed bond markets over the reporting period, the international equity component of the portfolio detracted from relative performance as a result of the fund’s explicit and implicit allocations to emerging markets and small/mid cap funds, such as the MFS Emerging Markets Fund, MFS International Growth Fund and MFS Research International Fund. In addition, the majority of the portfolios within this component also underperformed their respective benchmarks. Conversely, the fund’s investment in U.S. stocks, particularly the MFS Growth Fund and MFS Mid Cap Value Fund, was the largest positive contributor to absolute performance.

Within the fixed income segment of the portfolio, longer duration funds, such as the MFS Inflation-Adjusted Bond Fund detracted from relative performance.

For the twelve months ended April 30, 2014, Class A shares of the MFS Lifetime 2055 Fund (“fund”) provided a total return of 14.17%, at net asset value. This compares with a return of 20.44% for the fund’s benchmark, the Standard & Poor’s 500 Stock Index. The fund’s other benchmark, the MFS Lifetime 2055 Fund Blended Index (“Blended Index”), generated a return of 15.51%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

During the reporting period, equity markets outperformed bond markets. However, within the international equity component of the portfolio, explicit and implicit allocations to emerging markets and small/mid cap funds, such as the MFS Emerging Markets Fund, MFS International Growth Fund and MFS Research International Fund, detracted from relative performance. In addition, the majority of the portfolios within this component also underperformed their respective benchmarks. Conversely, the fund’s investment in U.S. stocks, particularly the MFS Growth Fund and MFS Mid Cap Value Fund, was the largest positive contributor to absolute performance.

Within the fixed income segment of the portfolio, longer duration funds, such as the MFS Inflation-Adjusted Bond Fund detracted from relative performance.

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

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

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

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

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

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

MSCI EAFE Index – a market capitalization-weighted index that is designed to measure equity market performance in the developed markets, excluding the U.S. and Canada.

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

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

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

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

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

Fund expenses borne by the shareholders during the period, November 1, 2013 through April 30, 2014

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 November 1, 2013 through April 30, 2014.

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.

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.

For the MFS Lifetime 2025 Fund, each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above and are outside of the expense limitation arrangement. For Class A shares, this rebate reduced the expense ratio above by 0.01%. See Note 3 in the Notes to Financial Statements for additional information.

For the MFS Lifetime 2030 Fund, each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above and are outside of the expense limitation arrangement. For Class A shares, this rebate reduced the expense ratio above by 0.01%. See Note 3 in the Notes to Financial Statements for additional information.

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

For the MFS Lifetime 2045 Fund, each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above and are outside of the expense limitation arrangement. For Class A shares, this rebate reduced the expense ratio above by 0.02%. See Note 3 in the Notes to Financial Statements for additional information.

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

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

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.

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.

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

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

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

MFS Lifetime Retirement Income Fund, MFS Lifetime 2010 Fund, MFS Lifetime 2015 Fund, MFS Lifetime 2020 Fund, MFS Lifetime 2025 Fund, MFS Lifetime 2030 Fund, MFS Lifetime 2035 Fund, MFS Lifetime 2040 Fund, MFS Lifetime 2045 Fund, MFS Lifetime 2050 Fund, and MFS Lifetime 2055 Fund (the funds) are each a diversified 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.

The funds are each investment companies and accordingly follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services – Investment Companies.

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

Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price as provided by a third-party pricing service on the market or exchange on which they are primarily traded. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Equity securities held short, for which there were no sales reported for that day, are generally valued at the last quoted daily ask quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Debt instruments and floating rate loans (other than short-term instruments), including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less generally are valued at amortized cost, which approximates market value. Exchange-traded options are generally valued at the last sale or official closing price as provided by a third-party pricing service on the exchange on which such options are primarily traded. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation as provided by a third-party pricing service on the exchange on which such options are primarily traded. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued at valuations provided by a third-party pricing service. Futures contracts are generally valued at last posted settlement price as provided by a third-party pricing service on the market on which they are primarily

traded. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation as provided by a third-party pricing service on the market on which such futures contracts are primarily traded. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Swap agreements are generally valued at valuations provided by a third-party pricing service, which for cleared swaps includes an evaluation of any trading activity at the clearinghouses. Open-end investment companies are generally valued at net asset value per share. Securities and other assets, including commodity-linked structured notes, generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

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

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

The following is a summary of the levels used as of April 30, 2014 in valuing each fund’s assets or liabilities:

For further information regarding security characteristics, see the Portfolio of Investments. Please refer to the underlying funds’ shareholder reports for further information regarding the levels used in valuing the underlying funds’ assets or liabilities.

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

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

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

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

Fees Paid Indirectly – Each fund’s custody fee may be reduced according to an arrangement that measures the value of cash deposited with the custodian by the fund. This amount, for the year ended April 30, 2014, is shown as a reduction of total expenses in the Statements of Operations. In the case of the MFS Lifetime Retirement Income Fund, the MFS Lifetime 2010 Fund, the MFS Lifetime 2015 Fund, the MFS Lifetime 2020 Fund, the MFS Lifetime 2025 Fund, the MFS Lifetime 2030 Fund, the MFS Lifetime 2035 Fund, the MFS Lifetime 2045 Fund, and the MFS Lifetime 2055 Fund, custody fees were not reduced.

Tax Matters and Distributions – Each fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. Each fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed each fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

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

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

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

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

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

As of April 30, 2014, the following funds had capital loss carryforwards available to offset future realized gains:

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, respectively approximately eight years after purchase. Each fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

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

The investment adviser has agreed in writing to pay all of each fund’s operating expenses, exclusive of distribution and service 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 written agreement will continue until modified by the funds’ Board of Trustees, but such agreement will continue at least until August 31, 2014. After August 31, 2014, MFS may increase such expense limitation to 0.10% annually of each fund’s average daily net assets for each class of shares 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 year ended April 30, 2014, this reduction amounted to the following for each fund and is included in the reduction of total expenses in the Statements of Operations:

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received the following amounts for the year ended April 30, 2014, as its portion of the initial sales charge on sales of Class A shares of each fund:

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

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

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase for shares purchased on or after August 1, 2012, and within 24 months of purchase for shares purchased prior to August 1, 2012. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the year ended April 30, 2014, were as follows:

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 in which a MFS fund-of-funds invests (“underlying funds”), each underlying fund may pay a portion of each MFS fund-of-fund’s transfer agent-related expenses, including out-of-pocket and sub-accounting fees, to the extent such payments do not exceed the benefits realized or expected to be realized by the underlying fund from the investment in the underlying fund by the MFS fund-of-fund. For the year ended April 30, 2014, shareholder servicing expenses incurred by the funds, including out-of-pocket expenses, are disclosed in the Statements of Operations.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to each fund. Under an administrative services agreement, each fund partially reimburses MFS the costs incurred to provide these services. Each fund pays an annual fixed amount of $17,500. The administrative services fee incurred for the year ended April 30, 2014 was equivalent to the following annual effective rates of each fund’s average daily net assets:

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 – These funds and certain other funds managed by MFS (the funds) have entered into services agreements (the Agreements) which provide for payment of fees by the funds to Tarantino LLC and Griffin Compliance LLC in return for the provision of services of an Independent Chief Compliance Officer (ICCO) and Assistant ICCO, respectively, for the funds. The ICCO and Assistant ICCO are officers of the funds and the sole members of Tarantino LLC and Griffin Compliance LLC, respectively. The funds can terminate the Agreements with Tarantino LLC and Griffin Compliance LLC at any time under the terms of the Agreements. For the year ended April 30, 2014, the aggregate fees paid by each fund to Tarantino LLC and Griffin Compliance LLC amounted to the following and are included in “Miscellaneous” expense in the Statements of Operations:

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

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

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

At April 30, 2014, MFS held 80%, 57%, and 100% of the outstanding shares of Class B, Class I, and Class R1, respectively, of MFS Lifetime 2015 Fund, 100% of the outstanding shares of Class R1 of MFS Lifetime 2025 Fund and MFS Lifetime 2035 Fund, 53% and 100% of the outstanding shares of Class I and Class R1, respectively, of MFS Lifetime 2045 Fund and 86% and 100% of the outstanding shares of Class B and Class R1, respectively, of MFS Lifetime 2055 Fund.

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:

Each fund and certain other funds managed by MFS participate in a $1.1 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Federal Reserve funds rate or one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, each fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Federal Reserve funds rate plus an agreed upon spread. For the year ended April 30, 2014, each fund’s commitment fee and interest expense were as follows and are included in “Miscellaneous” expense in the Statements of Operations:

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

On February 11, 2014, the Board of Trustees of MFS Lifetime 2010 Fund approved the proposed Plan of Reorganization, whereby MFS Lifetime 2010 Fund would be reorganized into MFS Lifetime Retirement Income Fund. A shareholder vote is not required to complete the transaction. The proposed Plan of Reorganization provides for the transfer of the assets of the MFS Lifetime 2010 Fund to the MFS Lifetime Retirement Income Fund and the assumption by the MFS Lifetime Retirement Income Fund of the liabilities of the MFS Lifetime 2010 Fund in exchange solely for shares of beneficial interest in the MFS Lifetime Retirement Income Fund. Immediately following the transfer, the MFS Lifetime Retirement Income Fund shares received by the MFS Lifetime 2010 Fund will be distributed to shareholders, pro rata, and the MFS Lifetime 2010 Fund will be liquidated and terminated. It is expected that the reorganization will occur on or around June 20, 2014.

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

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of MFS Lifetime Retirement Income Fund, MFS Lifetime 2010 Fund, MFS Lifetime 2015 Fund, MFS Lifetime 2020 Fund, MFS Lifetime 2025 Fund, MFS Lifetime 2030 Fund, MFS Lifetime 2035 Fund, MFS Lifetime 2040 Fund, MFS Lifetime 2045 Fund, MFS Lifetime 2050 Fund and MFS Lifetime 2055 Fund (the “MFS Lifetime Funds”) (eleven of the funds constituting MFS Series Trust XII) as of April 30, 2014, and the related statements of operations, statements of changes in net assets, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the MFS Lifetime Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the MFS Lifetime Funds’ internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the MFS Lifetime Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of April 30, 2014, by correspondence with the transfer agent. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Lifetime Funds (eleven of the funds constituting the MFS Series Trust XII) at April 30, 2014, and the results of their operations, changes in their net assets, and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

The Trustees and Officers of the Trust, as of June 1, 2014, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. It is expected that the Board will appoint Mr. Timothy M. Fagan as Chief Compliance Officer of the MFS Funds on November 1, 2014.

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

Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of January 1, 2014, the Trustees served as board members of 142 funds within the MFS Family of Funds.

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

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” section of the MFS Web site (mfs.com).

MFS votes proxies on behalf of the funds pursuant to proxy voting policies and procedures that are 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 each fund voted proxies relating to portfolio securities during the twelve-month period ended June 30, 2013 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.

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

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

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

The funds will notify shareholders of amounts for use in preparing 2014 income tax forms in January 2015. The following information is provided pursuant to provisions of the Internal Revenue Code.

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

The funds below designated the following amounts as capital gain dividends paid during the fiscal year:

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

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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

The Registrant has adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in Form N-CSR that applies to the Registrant’s principal executive officer and principal financial and accounting officer. During the period covered by this report, the Registrant has not amended any provision in its Code of Ethics (the “Code”) that relates to an element of the Code’s definitions enumerated in paragraph (b) of Item 2 of this Form N-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.

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

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

For the fiscal years ended April 30, 2014 and 2013, audit fees billed to the Funds by E&Y were as follows:

For the fiscal years ended April 30, 2014 and 2013, fees billed by E&Y for audit-related, tax and other services provided to the Funds and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

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

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

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

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

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

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.

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.

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.

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.


Letter from the Chairman and CEO			1
Portfolio composition			2
Management review			13
Performance summary			18
Expense tables			39
Portfolios of investments			51
Statements of assets and liabilities			60
Statements of operations			64
Statements of changes in net assets			66
Financial highlights			68
Notes to financial statements			119
Report of independent registered public accounting firm			146
Trustees and officers			147
Board review of investment advisory agreement			150
Proxy voting policies and information			150
Quarterly portfolio disclosure			150
Further information			150
Federal tax information			150
MFS® privacy notice			151
Contact information back cover


	Share Class	Class inception date	1-yr	5-yr	Life (t)
	A	9/29/05	3.81%	9.15%	5.86%
	B	9/29/05	3.04%	8.34%	5.11%
	C	9/29/05	3.04%	8.34%	5.11%
	I	9/29/05	3.99%	9.42%	6.16%
	R1	9/29/05	3.04%	8.33%	5.09%
	R2	9/29/05	3.55%	8.89%	5.61%
	R3	9/29/05	3.81%	9.17%	5.86%
	R4	9/29/05	4.07%	9.43%	6.15%

Comparative benchmarks
	Barclays U.S. Aggregate Bond Index (f)		(0.26)%	4.88%	4.86%
	MFS Lifetime Retirement Income Fund Blended Index (f)(z)		4.41%	8.49%	5.95%
	Dow Jones-UBS Commodity Index (f)		3.17%	4.59%	(1.56)%
	FTSE EPRA/NAREIT Developed Real Estate Index (f)		(1.83)%	19.15%	6.11%
	MSCI EAFE Index (f)		13.80%	14.09%	5.54%
	Standard & Poor’s 500 Stock Index (f)		20.44%	19.14%	7.47%


With sales charge
	Share Class	1-yr	5-yr	Life (t)
	A With Initial Sales Charge (5.75%)	(2.16)%	7.86%	5.13%
	B With CDSC (Declining over six years from 4% to 0%) (v)	(0.96)%	8.05%	5.11%
	C With CDSC (1% for 12 months) (v)	2.04%	8.34%	5.11%


	Share Class	Class inception date	1-yr	5-yr	Life (t)
	A	9/29/05	3.79%	9.25%	5.93%
	B	9/29/05	3.01%	8.43%	5.17%
	C	9/29/05	3.01%	8.42%	5.15%
	I	9/29/05	4.02%	9.53%	6.22%
	R1	9/29/05	3.01%	8.42%	5.13%
	R2	9/29/05	3.55%	8.96%	5.64%
	R3	9/29/05	3.74%	9.23%	5.91%
	R4	9/29/05	4.11%	9.54%	6.20%

Comparative benchmarks
	Barclays U.S. Aggregate Bond Index (f)		(0.26)%	4.88%	4.86%
	MFS Lifetime 2010 Fund Blended Index (f)(z)		4.41%	8.59%	5.80%
	Dow Jones-UBS Commodity Index (f)		3.17%	4.59%	(1.56)%
	FTSE EPRA/NAREIT Developed Real Estate Index (f)		(1.83)%	19.15%	6.11%
	MSCI EAFE Index (f)		13.80%	14.09%	5.54%
	Standard & Poor’s 500 Stock Index (f)		20.44%	19.14%	7.47%

With sales charge
	A With Initial Sales Charge (5.75%)		(2.18)%	7.96%	5.20%
	B With CDSC (Declining over six years from 4% to 0%) (v)		(0.99)%	8.14%	5.17%
	C With CDSC (1% for 12 months) (v)		2.01%	8.42%	5.15%


	Share Class	Class inception date	1-yr	Life (t)
	A	11/02/12	4.52%	6.56%
	B	11/02/12	3.80%	5.77%
	C	11/02/12	3.77%	5.75%
	I	11/02/12	4.83%	6.86%
	R1	11/02/12	3.83%	5.79%
	R2	11/02/12	4.30%	6.30%
	R3	11/02/12	4.58%	6.52%
	R4	11/02/12	4.93%	6.86%

Comparative benchmarks
	Barclays U.S. Aggregate Bond Index (f)		(0.26)%	0.52%
	MFS Lifetime 2015 Fund Blended Index (f)(z)		5.25%	6.85%
	Dow Jones-UBS Commodity Index (f)		3.17%	(2.43)%
	FTSE EPRA/NAREIT Developed Real Estate Index (f)		(1.83)%	11.02%
	MSCI EAFE Index (f)		13.80%	20.77%
	Standard & Poor’s 500 Stock Index (f)		20.44%	23.05%

With sales charge
	A With Initial Sales Charge (5.75%)		(1.49)%	2.42%
	B With CDSC (Declining over six years from 4% to 0%) (v)		(0.20)%	3.15%
	C With CDSC (1% for 12 months) (v)		2.77%	5.75%


	4/30/14		4/30/13
Barclays U.S. Aggregate Bond Index		69.70%	67.50%
Standard & Poor’s 500 Stock Index		22.40%	24.00%
MSCI EAFE Index		5.90%	6.50%
Dow Jones-UBS Commodity Index		1.00%	1.00%
FTSE EPRA/NAREIT Developed Real Estate Index		1.00%	1.00%


Share Class		Annualized Expense Ratio		Beginning Account Value 11/01/13		Ending Account Value 4/30/14		Expenses Paid During Period (p) 11/01/13-4/30/14
A	Actual		0.25%		$1,000.00		$1,024.33		$1.25
A	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
B	Actual		1.00%		$1,000.00		$1,020.51		$5.01
B	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,020.51		$5.01
C	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,025.61		$0.00
I	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,020.50		$5.01
R1	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,023.05		$2.51
R2	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,024.33		$1.25
R3	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,026.45		$0.00
R4	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00


Share Class		Annualized Expense Ratio		Beginning Account Value 11/01/13		Ending Account Value 4/30/14		Expenses Paid During Period (p) 11/01/13-4/30/14
A	Actual		0.25%		$1,000.00		$1,024.26		$1.25
A	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
B	Actual		1.00%		$1,000.00		$1,020.47		$5.01
B	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,020.35		$5.01
C	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,025.83		$0.00
I	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,020.32		$5.01
R1	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,023.35		$2.51
R2	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,023.81		$1.25
R3	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,025.87		$0.00
R4	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00



Underlying Affiliated Funds - 99.9%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class R5		703,201	$	6,799,953
MFS Commodity Strategy Fund - Class R5 (v)		366,259		3,402,549
MFS Emerging Markets Debt Fund - Class R5		228,257		3,407,878
MFS Global Bond Fund - Class R5		1,783,306		17,066,243
MFS Global Real Estate Fund - Class R5 (v)		223,840		3,409,091
MFS Government Securities Fund - Class R5		3,391,560		34,051,265
MFS Growth Fund - Class R5		202,682		13,597,925
MFS High Income Fund - Class R5		2,806,788		10,216,707
MFS Inflation-Adjusted Bond Fund - Class R5		3,235,720		34,039,779
MFS International Growth Fund - Class R5		120,188		3,413,330
MFS International Value Fund - Class R5		99,184		3,416,878
MFS Limited Maturity Fund - Class R5		11,254,375		67,976,426
MFS Mid Cap Growth Fund - Class R5 (a)		733,199		10,213,458
MFS Mid Cap Value Fund - Class R5		501,592		10,217,435
MFS New Discovery Fund - Class R5		127,685		3,390,037
MFS New Discovery Value Fund - Class R5		258,369		3,389,797
MFS Research Bond Fund - Class R5		6,881,078		74,934,944
MFS Research Fund - Class R5		368,343		13,599,230
MFS Research International Fund - Class R5		572,576		10,209,036
MFS Value Fund - Class R5		408,212		13,646,541
Total Underlying Affiliated Funds (Identified Cost, $311,724,724)			$	340,398,502

Money Market Funds - 0.0%
MFS Institutional Money Market Portfolio, 0.09%, at Cost and Net Asset Value (v)		13	$	13
Total Investments (Identified Cost, $311,724,737)			$	340,398,515

Other Assets, Less Liabilities - 0.1%				245,254
Net Assets - 100.0%			$	340,643,769



Underlying Affiliated Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class R5		95,294	$	921,494
MFS Commodity Strategy Fund - Class R5 (v)		49,516		460,000
MFS Emerging Markets Debt Fund - Class R5		48,618		725,867
MFS Global Bond Fund - Class R5		242,013		2,316,069
MFS Global Real Estate Fund - Class R5 (v)		30,310		461,620
MFS Government Securities Fund - Class R5		460,028		4,618,682
MFS Growth Fund - Class R5		31,336		2,102,345
MFS High Income Fund - Class R5		453,225		1,649,738
MFS Inflation-Adjusted Bond Fund - Class R5		438,507		4,613,093
MFS International Growth Fund - Class R5		20,957		595,177
MFS International Value Fund - Class R5		17,267		594,853
MFS Limited Maturity Fund - Class R5		1,308,246		7,901,804
MFS Mid Cap Growth Fund - Class R5 (a)		108,493		1,511,304
MFS Mid Cap Value Fund - Class R5		74,485		1,517,272
MFS New Discovery Fund - Class R5		17,044		452,513
MFS New Discovery Value Fund - Class R5		34,788		456,416
MFS Research Bond Fund - Class R5		872,946		9,506,383
MFS Research Fund - Class R5		57,058		2,106,590
MFS Research International Fund - Class R5		85,107		1,517,454
MFS Value Fund - Class R5		63,210		2,113,114
Total Underlying Affiliated Funds (Identified Cost, $44,693,630)			$	46,141,788

Money Market Funds - 0.0%
MFS Institutional Money Market Portfolio, 0.09%, at Cost and Net Asset Value (v)		13	$	13
Total Investments (Identified Cost, $44,693,643)			$	46,141,801

Other Assets, Less Liabilities - 0.0%				863
Net Assets - 100.0%			$	46,142,664



Underlying Affiliated Funds - 100.1%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class R5		625,802	$	6,051,507
MFS Commodity Strategy Fund - Class R5 (v)		604,263		5,613,607
MFS Emerging Markets Debt Fund - Class R5		713,032		10,645,563
MFS Global Bond Fund - Class R5		1,856,838		17,769,938
MFS Global Real Estate Fund - Class R5 (v)		301,966		4,598,943
MFS Government Securities Fund - Class R5		3,526,552		35,406,579
MFS Growth Fund - Class R5		347,152		23,290,400
MFS High Income Fund - Class R5		4,867,914		17,719,208
MFS Inflation-Adjusted Bond Fund - Class R5		2,879,181		30,288,982
MFS International Growth Fund - Class R5		288,177		8,184,229
MFS International New Discovery Fund - Class R5		35,050		1,036,066
MFS International Value Fund - Class R5		237,584		8,184,759
MFS Limited Maturity Fund - Class R5		4,164,965		25,156,389
MFS Mid Cap Growth Fund - Class R5 (a)		1,237,604		17,239,818
MFS Mid Cap Value Fund - Class R5		849,726		17,308,909
MFS New Discovery Fund - Class R5		150,246		3,989,038
MFS New Discovery Value Fund - Class R5		305,464		4,007,683
MFS Research Bond Fund - Class R5		5,061,653		55,121,398
MFS Research Fund - Class R5		631,387		23,310,821
MFS Research International Fund - Class R5		911,362		16,249,593
MFS Value Fund - Class R5		700,552		23,419,439
Total Underlying Affiliated Funds (Identified Cost, $303,635,041)			$	354,592,869

Money Market Funds - 0.0%
MFS Institutional Money Market Portfolio, 0.09%, at Cost and Net Asset Value (v)		10	$	10
Total Investments (Identified Cost, $303,635,051)			$	354,592,879

Other Assets, Less Liabilities - (0.1)%				(297,919)
Net Assets - 100.0%			$	354,294,960


	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund			MFS Lifetime 2015 Fund		MFS Lifetime 2020 Fund			MFS Lifetime 2025 Fund
Assets
Investments –
Underlying affiliated funds, at value (Identified cost, $311,724,737, $99,053,890, $44,693,643, $303,635,051, and 79,875,252, respectively)		$340,398,515			$112,898,814			$46,141,801		$354,592,879			$86,076,972
Receivables for
Investments sold		299,216			290,387			93,970		116,868			930,110
Fund shares sold		1,604,324			119,590			33,568		493,607			163,648
Receivable from investment adviser		62,232			42,494			17,464		63,351			20,983
Other assets		1,613			733			405		1,639			561
Total assets		$342,365,900			$113,352,018			$46,287,208		$355,268,344			$87,192,274

Liabilities
Payable to custodian		$536,813			$88,269			$57,226		$12,499			$393,316
Payables for
Distributions		27,150			—			—		—			—
Investments purchased		641,564			70,999			23,245		355,418			149,931
Fund shares reacquired		392,279			56,816			33,383		441,189			547,703
Payable to affiliates
Shareholder servicing costs		49,063			41,696			721		106,774			1,204
Distribution and service fees		10,093			1,939			149		5,112			405
Payable for independent Trustees’ compensation		11			9			12		10			8
Accrued expenses and other liabilities		65,158			52,075			29,808		52,382			33,000
Total liabilities		$1,722,131			$311,803			$144,544		$973,384			$1,125,567
Net assets		$340,643,769			$113,040,215			$46,142,664		$354,294,960			$86,066,707

Net assets consist of
Paid-in capital		$313,036,911			$100,837,051			$44,331,119		$309,326,448			$79,006,157
Unrealized appreciation (depreciation) on investments		28,673,778			13,844,924			1,448,158		50,957,828			6,201,720
Accumulated net realized gain (loss) on investments		(1,081,703	)		(2,283,927	)		97,484		(7,802,528	)		512,834
Undistributed net investment income		14,783			642,167			265,903		1,813,212			345,996
Net assets		$340,643,769			$113,040,215			$46,142,664		$354,294,960			$86,066,707


	MFS Lifetime 2030 Fund			MFS Lifetime 2035 Fund		MFS Lifetime 2040 Fund			MFS Lifetime 2045 Fund		MFS Lifetime 2050 Fund		MFS Lifetime 2055 Fund
Assets
Investments –
Underlying affiliated funds, at value (Identified cost, $275,335,289, $55,324,237, $196,221,255, $28,781,666, $50,765,218, and $4,060,162, respectively)		$342,125,992			$61,103,549		$251,569,823			$31,849,460		$58,166,513		$4,401,660
Receivables for
Investments sold		181,428			22,453		495,204			6,943		80,732		469
Fund shares sold		721,903			188,586		714,063			96,454		470,677		43,751
Receivable from investment adviser		64,422			19,463		58,761			16,849		29,048		14,518
Other assets		1,584			444		1,197			275		380		76
Total assets		$343,095,329			$61,334,495		$252,839,048			$31,969,981		$58,747,350		$4,460,474

Liabilities
Payable to custodian		$360,856			$25,097		$580,355			$—		$80,186		$—
Payables for
Investments purchased		615,887			191,406		398,917			90,285		395,604		32,320
Fund shares reacquired		105,114			—		281,076			7,652		76,359		11,238
Payable to affiliates
Shareholder servicing costs		105,407			1,261		99,676			527		14,693		123
Distribution and service fees		5,103			271		3,495			117		452		66
Payable for independent Trustees’ compensation		13			6		15			14		5		9
Accrued expenses and other liabilities		57,298			32,067		50,791			29,595		41,577		27,757
Total liabilities		$1,249,678			$250,108		$1,414,325			$128,190		$608,876		$71,513
Net assets		$341,845,651			$61,084,387		$251,424,723			$31,841,791		$58,138,474		$4,388,961

Net assets consist of
Paid-in capital		$281,642,561			$54,698,798		$199,855,933			$28,467,845		$50,411,613		$4,026,329
Unrealized appreciation (depreciation) on investments		66,790,703			5,779,312		55,348,568			3,067,794		7,401,295		341,498
Accumulated net realized gain (loss) on investments		(7,315,400	)		516,962		(3,929,059	)		274,699		274,016		19,407
Undistributed net investment income		727,787			89,315		149,281			31,453		51,550		1,727
Net assets		$341,845,651			$61,084,387		$251,424,723			$31,841,791		$58,138,474		$4,388,961


Year ended 4/30/14	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund			MFS Lifetime 2015 Fund			MFS Lifetime 2020 Fund			MFS Lifetime 2025 Fund
Change in net assets

From operations
Net investment income		$5,260,127			$2,067,197			$819,331			$5,960,348			$1,199,643
Net realized gain (loss) on investments		1,842,265			690,444			259,991			3,630,714			808,260
Net unrealized gain (loss) on investments		4,352,194			1,399,937			871,233			12,980,494			4,699,230
Change in net assets from operations		$11,454,586			$4,157,578			$1,950,555			$22,571,556			$6,707,133

Distributions declared to shareholders
From net investment income		$(5,682,746	)		$(2,050,051	)		$(710,099	)		$(5,530,035	)		$(1,130,056	)
From net realized gain on investments		(484,253	)		—			(62,172	)		—			(80,640	)
Total distributions declared to shareholders		$(6,166,999	)		$(2,050,051	)		$(772,271	)		$(5,530,035	)		$(1,210,696	)
Change in net assets from fund share transactions		$55,473,637			$6,973,756			$15,061,468			$47,195,429			$35,718,208
Total change in net assets		$60,761,224			$9,081,283			$16,239,752			$64,236,950			$41,214,645

Net assets
At beginning of period		279,882,545			103,958,932			29,902,912			290,058,010			44,852,062
At end of period		$340,643,769			$113,040,215			$46,142,664			$354,294,960			$86,066,707
Undistributed net investment income included in net assets at end of period		$14,783			$642,167			$265,903			$1,813,212			$345,996


Year ended 4/30/14	MFS Lifetime 2030 Fund			MFS Lifetime 2035 Fund			MFS Lifetime 2040 Fund			MFS Lifetime 2045 Fund			MFS Lifetime 2050 Fund			MFS Lifetime 2055 Fund
Change in net assets

From operations
Net investment income		$3,701,543			$598,282			$2,006,928			$273,242			$469,964			$22,523
Net realized gain (loss) on investments		4,388,533			744,480			3,638,316			401,119			691,759			34,501
Net unrealized gain (loss) on investments		26,344,985			4,547,693			22,832,201			2,410,342			4,536,720			245,476
Change in net assets from operations		$34,435,061			$5,890,455			$28,477,445			$3,084,703			$5,698,443			$302,500

Distributions declared to shareholders
From net investment income		$(4,250,110	)		$(710,034	)		$(2,760,025	)		$(345,019	)		$(610,024	)		$(29,999	)
From net realized gain on investments		—			(28,546	)		—			(20,030	)		—			(6,004	)
Total distributions declared to shareholders		$(4,250,110	)		$(738,580	)		$(2,760,025	)		$(365,049	)		$(610,024	)		$(36,003	)
Change in net assets from fund share transactions		$78,252,232			$26,900,287			$43,018,800			$14,745,948			$23,806,578			$3,015,335
Total change in net assets		$108,437,183			$32,052,162			$68,736,220			$17,465,602			$28,894,997			$3,281,832

Net assets
At beginning of period		233,408,468			29,032,225			182,688,503			14,376,189			29,243,477			1,107,129
At end of period		$341,845,651			$61,084,387			$251,424,723			$31,841,791			$58,138,474			$4,388,961
Undistributed net investment income included in net assets at end of period		$727,787			$89,315			$149,281			$31,453			$51,550			$1,727


Year ended 4/30/13	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund			MFS Lifetime 2015 Fund (c)			MFS Lifetime 2020 Fund			MFS Lifetime 2025 Fund (c)
Change in net assets

From operations
Net investment income		$4,076,072			$1,360,666			$98,383			$3,634,567			$96,536
Net realized gain (loss) on investments		585,129			440,258			469			934,805			20,393
Net unrealized gain (loss) on investments		11,219,997			3,445,861			576,925			16,986,903			1,502,490
Change in net assets from operations		$15,881,198			$5,246,785			$675,777			$21,556,275			$1,619,419

Distributions declared to shareholders
From net investment income		$(4,439,963	)		$(1,380,022	)		$(5,400	)		$(3,799,961	)		$(7,300	)
Change in net assets from fund share transactions		$101,470,315			$36,824,349			$29,232,535			$118,365,806			$43,239,943
Total change in net assets		$112,911,550			$40,691,112			$29,902,912			$136,122,120			$44,852,062

Net assets
At beginning of period		166,970,995			63,267,820			—			153,935,890			—
At end of period		$279,882,545			$103,958,932			$29,902,912			$290,058,010			$44,852,062
Accumulated undistributed (distributions in excess of) net investment income included in net assets at end of period		$(56,350	)		$449,357			$93,810			$697,179			$90,339


Year ended 4/30/13	MFS Lifetime 2030 Fund			MFS Lifetime 2035 Fund (c)			MFS Lifetime 2040 Fund			MFS Lifetime 2045 Fund (c)			MFS Lifetime 2050 Fund			MFS Lifetime 2055 Fund (c)
Change in net assets

From operations
Net investment income		$1,970,050			$32,465			$1,123,135			$14,883			$166,505			$6,679
Net realized gain (loss) on investments		392,229			6,475			59,423			6,205			18,401			2,870
Net unrealized gain (loss) on investments		21,744,034			1,231,619			17,918,703			657,452			2,503,762			96,022
Change in net assets from operations		$24,106,313			$1,270,559			$19,101,261			$678,540			$2,688,668			$105,571

Distributions declared to shareholders
From net investment income		$(2,100,005	)		$(9,600	)		$(1,305,006	)		$(8,350	)		$(178,904	)		$(8,350	)
Change in net assets from fund share transactions		$88,775,616			$27,771,266			$77,971,157			$13,705,999			$22,583,213			$1,009,908
Total change in net assets		$110,781,924			$29,032,225			$95,767,412			$14,376,189			$25,092,977			$1,107,129

Net assets
At beginning of period		122,626,544			—			86,921,091			—			4,150,500			—
At end of period		$233,408,468			$29,032,225			$182,688,503			$14,376,189			$29,243,477			$1,107,129
Accumulated undistributed (distributions in excess of) net investment income included in net assets at end of period		$300,297			$24,121			$41,533			$7,597			$16,997			$(596	)


	Years ended 4/30
Class A	2014			2013			2012			2011			2010
Net asset value, beginning of period		$11.97			$11.40			$11.31			$10.59			$9.00

Income (loss) from investment operations
Net investment income (d)(l)		$0.23			$0.25			$0.31			$0.28			$0.32
Net realized and unrealized gain (loss) on investments		0.22			0.59			0.12			0.74			1.61
Total from investment operations		$0.45			$0.84			$0.43			$1.02			$1.93

Less distributions declared to shareholders
From net investment income		$(0.25	)		$(0.27	)		$(0.34	)		$(0.30	)		$(0.34	)
From net realized gain on investments		(0.02	)		—			—			—			(0.00	)(w)
Total distributions declared to shareholders		$(0.27	)		$(0.27	)		$(0.34	)		$(0.30	)		$(0.34	)
Net asset value, end of period (x)		$12.15			$11.97			$11.40			$11.31			$10.59
Total return (%) (r)(s)(t)(x)		3.81			7.46			3.92			9.81			21.68

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.39			0.40			0.44			0.52			0.70
Expenses after expense reductions (f)(h)		0.25			0.25			0.25			0.28			0.35
Net investment income (l)		1.95			2.16			2.82			2.61			3.20
Portfolio turnover		10			8			14			20			12
Net assets at end of period (000 omitted)		$108,202			$108,914			$61,183			$36,345			$21,257

	Years ended 4/30
Class B	2014			2013			2012			2011			2010
Net asset value, beginning of period		$11.97			$11.41			$11.32			$10.60			$9.00

Income (loss) from investment operations
Net investment income (d)(l)		$0.15			$0.16			$0.23			$0.20			$0.25
Net realized and unrealized gain (loss) on investments		0.21			0.58			0.12			0.74			1.61
Total from investment operations		$0.36			$0.74			$0.35			$0.94			$1.86

Less distributions declared to shareholders
From net investment income		$(0.16	)		$(0.18	)		$(0.26	)		$(0.22	)		$(0.26	)
From net realized gain on investments		(0.02	)		—			—			—			(0.00	)(w)
Total distributions declared to shareholders		$(0.18	)		$(0.18	)		$(0.26	)		$(0.22	)		$(0.26	)
Net asset value, end of period (x)		$12.15			$11.97			$11.41			$11.32			$10.60
Total return (%) (r)(s)(t)(x)		3.04			6.57			3.15			8.99			20.90

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.14			1.15			1.19			1.27			1.48
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.03			1.10
Net investment income (l)		1.22			1.41			2.07			1.85			2.47
Portfolio turnover		10			8			14			20			12
Net assets at end of period (000 omitted)		$18,577			$17,243			$11,082			$5,419			$3,104


	Years ended 4/30
Class C	2014			2013			2012			2011			2010
Net asset value, beginning of period		$11.97			$11.41			$11.31			$10.60			$9.00

Income (loss) from investment operations
Net investment income (d)(l)		$0.15			$0.16			$0.23			$0.20			$0.25
Net realized and unrealized gain (loss) on investments		0.21			0.58			0.13			0.73			1.61
Total from investment operations		$0.36			$0.74			$0.36			$0.93			$1.86

Less distributions declared to shareholders
From net investment income		$(0.16	)		$(0.18	)		$(0.26	)		$(0.22	)		$(0.26	)
From net realized gain on investments		(0.02	)		—			—			—			(0.00	)(w)
Total distributions declared to shareholders		$(0.18	)		$(0.18	)		$(0.26	)		$(0.22	)		$(0.26	)
Net asset value, end of period (x)		$12.15			$11.97			$11.41			$11.31			$10.60
Total return (%) (r)(s)(t)(x)		3.04			6.57			3.24			8.89			20.90

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.14			1.15			1.19			1.26			1.43
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.03			1.10
Net investment income (l)		1.22			1.40			2.07			1.82			2.46
Portfolio turnover		10			8			14			20			12
Net assets at end of period (000 omitted)		$129,848			$82,969			$61,848			$32,200			$15,484

	Years ended 4/30
Class I	2014			2013			2012			2011			2010
Net asset value, beginning of period		$11.98			$11.41			$11.32			$10.60			$9.00

Income (loss) from investment operations
Net investment income (d)(l)		$0.27			$0.28			$0.34			$0.32			$0.34
Net realized and unrealized gain (loss) on investments		0.20			0.59			0.12			0.73			1.62
Total from investment operations		$0.47			$0.87			$0.46			$1.05			$1.96

Less distributions declared to shareholders
From net investment income		$(0.28	)		$(0.30	)		$(0.37	)		$(0.33	)		$(0.36	)
From net realized gain on investments		(0.02	)		—			—			—			(0.00	)(w)
Total distributions declared to shareholders		$(0.30	)		$(0.30	)		$(0.37	)		$(0.33	)		$(0.36	)
Net asset value, end of period (x)		$12.15			$11.98			$11.41			$11.32			$10.60
Total return (%) (r)(s)(x)		3.99			7.72			4.18			10.07			22.09

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.14			0.15			0.19			0.26			0.45
Expenses after expense reductions (f)(h)		0.00			0.00			0.00			0.01			0.10
Net investment income (l)		2.23			2.39			3.03			2.91			3.33
Portfolio turnover		10			8			14			20			12
Net assets at end of period (000 omitted)		$26,507			$19,403			$8,556			$5,375			$557


	Years ended 4/30
Class R1	2014			2013			2012			2011			2010
Net asset value, beginning of period		$11.98			$11.41			$11.32			$10.61			$9.01

Income (loss) from investment operations
Net investment income (d)(l)		$0.15			$0.16			$0.23			$0.21			$0.25
Net realized and unrealized gain (loss) on investments		0.21			0.59			0.12			0.72			1.61
Total from investment operations		$0.36			$0.75			$0.35			$0.93			$1.86

Less distributions declared to shareholders
From net investment income		$(0.16	)		$(0.18	)		$(0.26	)		$(0.22	)		$(0.26	)
From net realized gain on investments		(0.02	)		—			—			—			(0.00	)(w)
Total distributions declared to shareholders		$(0.18	)		$(0.18	)		$(0.26	)		$(0.22	)		$(0.26	)
Net asset value, end of period (x)		$12.16			$11.98			$11.41			$11.32			$10.61
Total return (%) (r)(s)(x)		3.04			6.66			3.15			8.89			20.88

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.14			1.15			1.20			1.25			1.51
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.02			1.10
Net investment income (l)		1.22			1.43			2.05			1.90			2.47
Portfolio turnover		10			8			14			20			12
Net assets at end of period (000 omitted)		$2,368			$2,503			$2,831			$3,507			$1,023

	Years ended 4/30
Class R2	2014			2013			2012			2011			2010
Net asset value, beginning of period		$11.98			$11.41			$11.32			$10.60			$9.00

Income (loss) from investment operations
Net investment income (d)(l)		$0.21			$0.23			$0.27			$0.25			$0.30
Net realized and unrealized gain (loss) on investments		0.21			0.58			0.13			0.74			1.61
Total from investment operations		$0.42			$0.81			$0.40			$0.99			$1.91

Less distributions declared to shareholders
From net investment income		$(0.22	)		$(0.24	)		$(0.31	)		$(0.27	)		$(0.31	)
From net realized gain on investments		(0.02	)		—			—			—			(0.00	)(w)
Total distributions declared to shareholders		$(0.24	)		$(0.24	)		$(0.31	)		$(0.27	)		$(0.31	)
Net asset value, end of period (x)		$12.16			$11.98			$11.41			$11.32			$10.60
Total return (%) (r)(s)(x)		3.55			7.19			3.66			9.53			21.49

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.64			0.65			0.70			0.77			0.99
Expenses after expense reductions (f)(h)		0.50			0.50			0.50			0.53			0.60
Net investment income (l)		1.72			1.95			2.46			2.35			2.98
Portfolio turnover		10			8			14			20			12
Net assets at end of period (000 omitted)		$7,506			$8,640			$8,799			$12,771			$10,624


	Years ended 4/30
Class R3	2014			2013			2012			2011			2010
Net asset value, beginning of period		$11.97			$11.41			$11.31			$10.60			$8.99

Income (loss) from investment operations
Net investment income (d)(l)		$0.23			$0.25			$0.33			$0.28			$0.33
Net realized and unrealized gain (loss) on investments		0.22			0.58			0.11			0.73			1.62
Total from investment operations		$0.45			$0.83			$0.44			$1.01			$1.95

Less distributions declared to shareholders
From net investment income		$(0.25	)		$(0.27	)		$(0.34	)		$(0.30	)		$(0.34	)
From net realized gain on investments		(0.02	)		—			—			—			(0.00	)(w)
Total distributions declared to shareholders		$(0.27	)		$(0.27	)		$(0.34	)		$(0.30	)		$(0.34	)
Net asset value, end of period (x)		$12.15			$11.97			$11.41			$11.31			$10.60
Total return (%) (r)(s)(x)		3.81			7.37			4.01			9.70			21.93

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.39			0.40			0.44			0.52			0.77
Expenses after expense reductions (f)(h)		0.25			0.25			0.25			0.28			0.35
Net investment income (l)		1.96			2.15			2.95			2.60			3.29
Portfolio turnover		10			8			14			20			12
Net assets at end of period (000 omitted)		$14,526			$14,704			$11,705			$5,883			$4,151

	Years ended 4/30
Class R4	2014			2013			2012			2011			2010
Net asset value, beginning of period		$11.98			$11.42			$11.32			$10.61			$9.00

Income (loss) from investment operations
Net investment income (d)(l)		$0.27			$0.28			$0.32			$0.31			$0.34
Net realized and unrealized gain (loss) on investments		0.21			0.58			0.15			0.73			1.63
Total from investment operations		$0.48			$0.86			$0.47			$1.04			$1.97

Less distributions declared to shareholders
From net investment income		$(0.28	)		$(0.30	)		$(0.37	)		$(0.33	)		$(0.36	)
From net realized gain on investments		(0.02	)		—			—			—			(0.00	)(w)
Total distributions declared to shareholders		$(0.30	)		$(0.30	)		$(0.37	)		$(0.33	)		$(0.36	)
Net asset value, end of period (x)		$12.16			$11.98			$11.42			$11.32			$10.61
Total return (%) (r)(s)(x)		4.07			7.63			4.27			9.97			22.21

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.14			0.15			0.19			0.27			0.47
Expenses after expense reductions (f)(h)		0.00			0.00			0.00			0.03			0.10
Net investment income (l)		2.22			2.41			2.88			2.82			3.38
Portfolio turnover		10			8			14			20			12
Net assets at end of period (000 omitted)		$33,109			$25,505			$967			$134			$116


Class A	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$10.45			$10.00

Income (loss) from investment operations
Net investment income (d)(l)		$0.21			$0.11
Net realized and unrealized gain (loss) on investments		0.26			0.41
Total from investment operations		$0.47			$0.52

Less distributions declared to shareholders
From net investment income		$(0.18	)		$(0.07	)
From net realized gain on investments		(0.02	)		—
Total distributions declared to shareholders		$(0.20	)		$(0.07	)
Net asset value, end of period (x)		$10.72			$10.45
Total return (%) (r)(s)(t)(x)		4.52			5.20	(n)

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.70			8.83	(a)
Expenses after expense reductions (f)(h)		0.25			0.25	(a)
Net investment income (l)		1.99			2.21	(a)
Portfolio turnover		17			6	(n)
Net assets at end of period (000 omitted)		$1,511			$221

Class B	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$10.42			$10.00

Income (loss) from investment operations
Net investment income (d)(l)		$0.13			$0.08
Net realized and unrealized gain (loss) on investments		0.27			0.39
Total from investment operations		$0.40			$0.47

Less distributions declared to shareholders
From net investment income		$(0.10	)		$(0.05	)
From net realized gain on investments		(0.02	)		—
Total distributions declared to shareholders		$(0.12	)		$(0.05	)
Net asset value, end of period (x)		$10.70			$10.42
Total return (%) (r)(s)(t)(x)		3.80			4.76	(n)

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.47			10.44	(a)
Expenses after expense reductions (f)(h)		1.00			1.00	(a)
Net investment income (l)		1.22			1.56	(a)
Portfolio turnover		17			6	(n)
Net assets at end of period (000 omitted)		$136			$105


Class A	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$10.86			$10.00

Income (loss) from investment operations
Net investment income (d)(l)		$0.20			$0.09
Net realized and unrealized gain (loss) on investments		0.94			0.86
Total from investment operations		$1.14			$0.95

Less distributions declared to shareholders
From net investment income		$(0.18	)		$(0.09	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.19	)		$(0.09	)
Net asset value, end of period (x)		$11.81			$10.86
Total return (%) (r)(s)(t)(x)		10.52			9.61	(n)

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.52			7.31	(a)
Expenses after expense reductions (f)(h)		0.25			0.25	(a)
Net investment income (l)		1.74			1.75	(a)
Portfolio turnover		10			8	(n)
Net assets at end of period (000 omitted)		$4,238			$380

Class B	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$10.83			$10.00

Income (loss) from investment operations
Net investment income (d)(l)		$0.10			$0.04
Net realized and unrealized gain (loss) on investments		0.94			0.87
Total from investment operations		$1.04			$0.91

Less distributions declared to shareholders
From net investment income		$(0.11	)		$(0.08	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.12	)		$(0.08	)
Net asset value, end of period (x)		$11.75			$10.83
Total return (%) (r)(s)(t)(x)		9.68			9.19	(n)

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.28			7.38	(a)
Expenses after expense reductions (f)(h)		1.00			1.00	(a)
Net investment income (l)		0.87			0.86	(a)
Portfolio turnover		10			8	(n)
Net assets at end of period (000 omitted)		$754			$343


	Years ended 4/30									Period ended 4/30/11 (c)
Class A	2014			2013			2012			Period ended 4/30/11 (c)
Net asset value, beginning of period		$13.45			$11.79			$12.08			$10.00

Income (loss) from investment operations
Net investment income (d)(l)		$0.14			$0.13			$0.07			$0.11
Net realized and unrealized gain (loss) on investments		1.76			1.66			(0.22	)		2.10
Total from investment operations		$1.90			$1.79			$(0.15	)		$2.21

Less distributions declared to shareholders
From net investment income		$(0.18	)		$(0.13	)		$(0.12	)		$(0.13	)
From net realized gain on investments		—			—			(0.02	)		—
Total distributions declared to shareholders		$(0.18	)		$(0.13	)		$(0.14	)		$(0.13	)
Net asset value, end of period (x)		$15.17			$13.45			$11.79			$12.08
Total return (%) (r)(s)(t)(x)		14.14			15.26			(1.03	)		22.20	(n)

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.76			1.92			4.95			4.60	(a)
Expenses after expense reductions (f)(h)		0.25			0.25			0.25			0.25	(a)
Net investment income (l)		1.00			1.05			0.66			1.60	(a)
Portfolio turnover		9			14			69			4	(n)
Net assets at end of period (000 omitted)		$4,726			$1,916			$655			$1,836


	Level 1		Level 2		Level 3		Total
MFS Lifetime Retirement Income Fund
Investments at Value
Mutual Funds		$340,398,515		$—		$—		$340,398,515

MFS Lifetime 2010 Fund
Investments at Value
Mutual Funds		$112,898,814		$—		$—		$112,898,814

MFS Lifetime 2015 Fund
Investments at Value
Mutual Funds		$46,141,801		$—		$—		$46,141,801

MFS Lifetime 2020 Fund
Investments at Value
Mutual Funds		$354,592,879		$—		$—		$354,592,879

MFS Lifetime 2025 Fund
Investments at Value
Mutual Funds		$86,076,972		$—		$—		$86,076,972

MFS Lifetime 2030 Fund
Investments at Value
Mutual Funds		$342,125,992		$—		$—		$342,125,992

MFS Lifetime 2035 Fund
Investments at Value
Mutual Funds		$61,103,549		$—		$—		$61,103,549

MFS Lifetime 2040 Fund
Investments at Value
Mutual Funds		$251,569,823		$—		$—		$251,569,823

MFS Lifetime 2045 Fund
Investments at Value
Mutual Funds		$31,849,460		$—		$—		$31,849,460

MFS Lifetime 2050 Fund
Investments at Value
Mutual Funds		$58,166,513		$—		$—		$58,166,513

MFS Lifetime 2055 Fund
Investments at Value
Mutual Funds		$4,401,660		$—		$—		$4,401,660


As of 4/30/14	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund			MFS Lifetime 2015 Fund			MFS Lifetime 2020 Fund			MFS Lifetime 2025 Fund			MFS Lifetime 2030 Fund
Cost of investments		$314,601,372			$101,632,004			$44,813,972			$309,302,121			$80,020,252			$281,103,062
Gross appreciation		$28,506,380			$11,684,371			$1,762,597			$47,026,376			$6,430,585			$61,627,061
Gross depreciation		(2,709,237	)		(417,561	)		(434,768	)		(1,735,618	)		(373,865	)		(604,131	)
Net unrealized appreciation (depreciation)		$25,797,143			$11,266,810			$1,327,829			$45,290,758			$6,056,720			$61,022,930
Undistributed ordinary income		1,086,744			642,167			323,855			1,813,212			375,518			727,787
Undistributed long-term capital gain		1,140,043			294,187			159,861			—			628,312			—
Capital loss carryforwards		—			—			—			(2,135,458	)		—			(1,547,627	)
Other temporary differences		(417,072	)		—			—			—			—			—


Pre-enactment losses which expire as follows:	MFS Lifetime 2020 Fund			MFS Lifetime 2030 Fund
4/30/18		$(1,840,326	)		$(1,280,524	)
4/30/19		(295,132	)		(267,103	)
Total		$(2,135,458	)		$(1,547,627	)


	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2015 Fund
	Year ended 4/30/14	Year ended 4/30/13	Year ended 4/30/14	Year ended 4/30/13	Year ended 4/30/14	Period ended 4/30/13 (c)
Class A	$2,299,335	$1,967,546	$390,712	$443,002	$19,501	$1,119
Class B	249,613	216,554	41,296	45,317	1,218	536
Class C	1,426,457	1,061,727	94,816	126,984	4,352	537
Class I	557,623	350,532	12,336	16,316	1,950	698
Class R1	30,794	39,912	52,495	86,413	908	537
Class R2	154,292	192,777	379,310	498,641	15,076	617
Class R3	296,324	293,853	185,402	131,820	54,766	658
Class R4	668,308	317,062	893,684	31,529	612,328	698
Total	$5,682,746	$4,439,963	$2,050,051	$1,380,022	$710,099	$5,400


	MFS Lifetime Retirement Income Fund		MFS Lifetime 2015 Fund		MFS Lifetime 2025 Fund		MFS Lifetime 2035 Fund		MFS Lifetime 2045 Fund		MFS Lifetime 2055 Fund
	Year ended 4/30/14		Year ended 4/30/14		Year ended 4/30/14		Year ended 4/30/14		Year ended 4/30/14		Year ended 4/30/14
Class A		$163,914		$1,782		$4,139		$1,940		$717		$626
Class B		28,977		208		686		178		210		249
Class C		170,424		543		1,096		382		220		756
Class I		38,261		168		402		622		130		436
Class R1		3,581		168		132		67		95		248
Class R2		13,047		1,492		1,063		1,228		370		288
Class R3		21,614		5,140		9,121		2,712		2,022		1,267
Class R4		44,435		52,671		64,001		21,417		16,266		2,134
Total		$484,253		$62,172		$80,640		$28,546		$20,030		$6,004


	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%		$276,799
MFS Lifetime 2010 Fund		—		0.25%		0.25%		0.25%		50,347
MFS Lifetime 2015 Fund		—		0.25%		0.25%		0.25%		2,115
MFS Lifetime 2020 Fund		—		0.25%		0.25%		0.25%		114,256
MFS Lifetime 2025 Fund		—		0.25%		0.25%		0.24%		6,955
MFS Lifetime 2030 Fund		—		0.25%		0.25%		0.24%		81,472
MFS Lifetime 2035 Fund		—		0.25%		0.25%		0.24%		6,341
MFS Lifetime 2040 Fund		—		0.25%		0.25%		0.24%		53,526
MFS Lifetime 2045 Fund		—		0.25%		0.25%		0.22%		1,895
MFS Lifetime 2050 Fund		—		0.25%		0.25%		0.25%		8,215
MFS Lifetime 2055 Fund		—		0.25%		0.25%		0.25%		658


	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%		$184,419
MFS Lifetime 2010 Fund		0.75%		0.25%		1.00%		1.00%		32,459
MFS Lifetime 2015 Fund		0.75%		0.25%		1.00%		1.00%		1,300
MFS Lifetime 2020 Fund		0.75%		0.25%		1.00%		1.00%		69,281
MFS Lifetime 2025 Fund		0.75%		0.25%		1.00%		1.00%		5,306
MFS Lifetime 2030 Fund		0.75%		0.25%		1.00%		1.00%		71,557
MFS Lifetime 2035 Fund		0.75%		0.25%		1.00%		1.00%		2,925
MFS Lifetime 2040 Fund		0.75%		0.25%		1.00%		1.00%		37,327
MFS Lifetime 2045 Fund		0.75%		0.25%		1.00%		1.00%		2,476
MFS Lifetime 2050 Fund		0.75%		0.25%		1.00%		1.00%		5,458
MFS Lifetime 2055 Fund		0.75%		0.25%		1.00%		1.00%		1,253

	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%		$1,039,965
MFS Lifetime 2010 Fund		0.75%		0.25%		1.00%		1.00%		78,160
MFS Lifetime 2015 Fund		0.75%		0.25%		1.00%		1.00%		2,915
MFS Lifetime 2020 Fund		0.75%		0.25%		1.00%		1.00%		168,128
MFS Lifetime 2025 Fund		0.75%		0.25%		1.00%		1.00%		6,493
MFS Lifetime 2030 Fund		0.75%		0.25%		1.00%		1.00%		114,290
MFS Lifetime 2035 Fund		0.75%		0.25%		1.00%		1.00%		4,437
MFS Lifetime 2040 Fund		0.75%		0.25%		1.00%		1.00%		90,465
MFS Lifetime 2045 Fund		0.75%		0.25%		1.00%		1.00%		2,725
MFS Lifetime 2050 Fund		0.75%		0.25%		1.00%		1.00%		7,361
MFS Lifetime 2055 Fund		0.75%		0.25%		1.00%		1.00%		2,745

	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%		$22,713
MFS Lifetime 2010 Fund		0.75%		0.25%		1.00%		1.00%		48,972
MFS Lifetime 2015 Fund		0.75%		0.25%		1.00%		1.00%		1,056
MFS Lifetime 2020 Fund		0.75%		0.25%		1.00%		1.00%		79,348
MFS Lifetime 2025 Fund		0.75%		0.25%		1.00%		1.00%		1,141
MFS Lifetime 2030 Fund		0.75%		0.25%		1.00%		1.00%		100,712
MFS Lifetime 2035 Fund		0.75%		0.25%		1.00%		1.00%		1,189
MFS Lifetime 2040 Fund		0.75%		0.25%		1.00%		1.00%		72,933
MFS Lifetime 2045 Fund		0.75%		0.25%		1.00%		1.00%		1,197
MFS Lifetime 2050 Fund		0.75%		0.25%		1.00%		1.00%		3,678
MFS Lifetime 2055 Fund		0.75%		0.25%		1.00%		1.00%		1,199

	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%		$41,712
MFS Lifetime 2010 Fund		0.25%		0.25%		0.50%		0.50%		115,580
MFS Lifetime 2015 Fund		0.25%		0.25%		0.50%		0.50%		4,162
MFS Lifetime 2020 Fund		0.25%		0.25%		0.50%		0.50%		339,986
MFS Lifetime 2025 Fund		0.25%		0.25%		0.50%		0.50%		7,518
MFS Lifetime 2030 Fund		0.25%		0.25%		0.50%		0.50%		335,734
MFS Lifetime 2035 Fund		0.25%		0.25%		0.50%		0.50%		8,788
MFS Lifetime 2040 Fund		0.25%		0.25%		0.50%		0.50%		251,734
MFS Lifetime 2045 Fund		0.25%		0.25%		0.50%		0.50%		2,372
MFS Lifetime 2050 Fund		0.25%		0.25%		0.50%		0.50%		23,797
MFS Lifetime 2055 Fund		0.25%		0.25%		0.50%		0.50%		744


CDSC imposed	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2015 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2025 Fund		MFS Lifetime 2030 Fund
Class A		$1,347		$21		$—		$373		$—		$28
Class B		42,718		6,895		—		11,666		422		9,044
Class C		42,088		1,107		58		6,590		1,827		3,218

CDSC imposed	MFS Lifetime 2035 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2045 Fund		MFS Lifetime 2050 Fund		MFS Lifetime 2055 Fund
Class A		$21		$194		$30		$22		$—
Class B		393		7,950		—		482		—
Class C		141		860		16		363		1


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


	MFS Lifetime Retirement Income Fund												MFS Lifetime 2010 Fund
	Year ended 4/30/14						Year ended 4/30/13						Year ended 4/30/14						Year ended 4/30/13
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold
Class A		3,706,767			$44,120,492			4,986,956			$57,674,050			416,422			$5,304,832			441,772			$5,466,067
Class B		357,418			4,257,159			627,977			7,287,264			31,950			402,522			99,340			1,221,515
Class C		5,596,279			66,791,195			3,481,953			40,425,881			127,813			1,592,386			235,876			2,861,681
Class I		1,160,160			13,821,501			1,088,344			12,596,019			7,428			95,785			22,707			284,700
Class R1		58,217			696,077			45,805			530,749			115,795			1,451,285			147,571			1,788,821
Class R2		171,366			2,049,760			353,302			4,071,988			655,961			8,302,271			552,749			6,787,819
Class R3		401,260			4,751,037			447,484			5,187,704			375,724			4,759,642			263,365			3,279,788
Class R4		1,196,961			14,307,382			2,446,588			28,551,588			854,589			10,883,990			3,013,079			37,768,197
		12,648,428			$150,794,603			13,478,409			$156,325,243			2,585,682			$32,792,713			4,776,459			$59,458,588

Shares issued to shareholders in reinvestment of distributions
Class A		194,494			$2,324,811			151,460			$1,760,102			28,334			$360,695			32,316			$397,475
Class B		22,371			267,725			17,448			202,524			2,963			37,517			3,350			40,997
Class C		124,658			1,492,844			82,089			951,850			6,703			83,923			8,876			107,396
Class I		33,493			400,806			20,323			236,453			959			12,264			1,314			16,235
Class R1		2,864			34,291			3,440			39,859			4,186			52,495			6,241			75,590
Class R2		13,093			156,585			15,612			180,937			28,995			366,491			38,992			476,485
Class R3		26,566			317,717			25,323			293,734			14,553			185,402			10,699			131,820
Class R4		59,557			712,646			27,023			317,047			69,983			893,684			2,555			31,529
		477,096			$5,707,425			342,718			$3,982,506			156,676			$1,992,471			104,343			$1,277,527

Shares reacquired
Class A		(4,092,956	)		$(48,819,589	)		(1,405,726	)		$(16,284,451	)		(405,134	)		$(5,156,416	)		(223,857	)		$(2,778,483	)
Class B		(291,067	)		(3,476,917	)		(176,793	)		(2,056,330	)		(41,393	)		(524,817	)		(43,912	)		(540,263	)
Class C		(1,962,744	)		(23,416,049	)		(2,056,158	)		(23,709,394	)		(139,681	)		(1,746,032	)		(89,882	)		(1,090,076	)
Class I		(632,803	)		(7,562,119	)		(238,395	)		(2,758,497	)		(17,341	)		(223,917	)		(26,156	)		(327,683	)
Class R1		(75,241	)		(901,248	)		(88,358	)		(1,014,009	)		(144,040	)		(1,805,180	)		(156,138	)		(1,883,120	)
Class R2		(288,290	)		(3,448,285	)		(418,550	)		(4,868,844	)		(576,665	)		(7,300,680	)		(930,736	)		(11,421,729	)
Class R3		(460,458	)		(5,500,242	)		(270,922	)		(3,143,003	)		(319,739	)		(4,095,156	)		(328,750	)		(4,043,375	)
Class R4		(662,114	)		(7,903,942	)		(428,788	)		(5,002,906	)		(544,418	)		(6,959,230	)		(145,364	)		(1,827,037	)
		(8,465,673	)		$(101,028,391	)		(5,083,690	)		$(58,837,434	)		(2,188,411	)		$(27,811,428	)		(1,944,795	)		$(23,911,766	)

Net change
Class A		(191,695	)		$(2,374,286	)		3,732,690			$43,149,701			39,622			$509,111			250,231			$3,085,059
Class B		88,722			1,047,967			468,632			5,433,458			(6,480	)		(84,778	)		58,778			722,249
Class C		3,758,193			44,867,990			1,507,884			17,668,337			(5,165	)		(69,723	)		154,870			1,879,001
Class I		560,850			6,660,188			870,272			10,073,975			(8,954	)		(115,868	)		(2,135	)		(26,748	)
Class R1		(14,160	)		(170,880	)		(39,113	)		(443,401	)		(24,059	)		(301,400	)		(2,326	)		(18,709	)
Class R2		(103,831	)		(1,241,940	)		(49,636	)		(615,919	)		108,291			1,368,082			(338,995	)		(4,157,425	)
Class R3		(32,632	)		(431,488	)		201,885			2,338,435			70,538			849,888			(54,686	)		(631,767	)
Class R4		594,404			7,116,086			2,044,823			23,865,729			380,154			4,818,444			2,870,270			35,972,689
		4,659,851			$55,473,637			8,737,437			$101,470,315			553,947			$6,973,756			2,936,007			$36,824,349


	MFS Lifetime 2055 Fund
	Year ended 4/30/14						Period ended 4/30/13 (c)
	Shares			Amount			Shares			Amount
Shares sold
Class A		21,491			$259,356			12,765			$129,745
Class B		1,724			21,300			10,000			100,000
Class C		27,843			335,396			11,514			116,318
Class I		29,576			365,835			10,000			100,000
Class R1		—			—			10,000			100,000
Class R2		11,177			137,448			10,000			100,000
Class R3		59,688			709,361			21,566			223,714
Class R4		132,613			1,589,144			13,127			133,896
		284,112			$3,417,840			98,972			$1,003,673

Shares issued to shareholders in reinvestment of distributions
Class A		317			$3,919			108			$1,084
Class B		49			600			96			962
Class C		290			3,568			96			962
Class I		247			3,049			112			1,125
Class R1		48			593			96			962
Class R2		115			1,417			104			1,044
Class R3		643			7,949			108			1,085
Class R4		1,205			14,907			112			1,126
		2,914			$36,002			832			$8,350

Shares reacquired
Class A		(527	)		$(6,399	)		(25	)		$(275	)
Class B		(8	)		(100	)		—			—
Class C		(77	)		(951	)		(2	)		(25	)
Class I		(1,951	)		(24,221	)		—			—
Class R1		—			—			—			—
Class R2		(651	)		(7,641	)		—			—
Class R3		(10,560	)		(127,151	)		(167	)		(1,815	)
Class R4		(22,870	)		(272,044	)		—			—
		(36,644	)		$(438,507	)		(194	)		$(2,115	)

Net change
Class A		21,281			$256,876			12,848			$130,554
Class B		1,765			21,800			10,096			100,962
Class C		28,056			338,013			11,608			117,255
Class I		27,872			344,663			10,112			101,125
Class R1		48			593			10,096			100,962
Class R2		10,641			131,224			10,104			101,044
Class R3		49,771			590,159			21,507			222,984
Class R4		110,948			1,332,007			13,239			135,022
		250,382			$3,015,335			99,610			$1,009,908