UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21780

MFS SERIES TRUST XII

(Exact name of registrant as specified in charter)

111 Huntington Avenue, Boston, Massachusetts 02199

(Address of principal executive offices) (Zip code)

Susan S. Newton

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, Massachusetts 02199

(Name and address of agents for service)

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

Date of fiscal year end: April 30*

Date of reporting period: April 30, 2014

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

** It is expected that on or about June 20, 2014, the MFS Lifetime 2010 Fund will be reorganized into MFS Lifetime Retirement Income Fund.

ITEM 1. REPORTS TO STOCKHOLDERS.

ANNUAL REPORT

April 30, 2014

MFS® LIFETIME FUNDS

MFS® Lifetime® Retirement Income Fund

MFS® Lifetime® 2010 Fund

MFS® Lifetime® 2015 Fund

MFS® Lifetime® 2020 Fund

MFS® Lifetime® 2025 Fund

MFS® Lifetime® 2030 Fund

MFS® Lifetime® 2035 Fund

MFS® Lifetime® 2040 Fund

MFS® Lifetime® 2045 Fund

MFS® Lifetime® 2050 Fund

MFS® Lifetime® 2055 Fund

LTF-ANN

MFS® LIFETIME FUNDS

CONTENTS

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

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

NOT FDIC INSURED Ÿ MAY LOSE VALUE Ÿ NO BANK GUARANTEE

LETTER FROM THE CHAIRMAN AND CEO

Dear Shareholders:

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,

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.

1

PORTFOLIO COMPOSITION

MFS Lifetime Retirement Income Fund

Portfolio target allocation

Portfolio holdings
MFS Research Bond Fund	22.0%
MFS Limited Maturity Fund	19.9%
MFS Government Securities Fund	10.0%
MFS Inflation-Adjusted Bond Fund	10.0%
MFS Global Bond Fund	5.0%
MFS Value Fund	4.0%
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%

Portfolio actual allocation

Percentages are based on net assets as of 4/30/14.

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

2

Portfolio Composition – continued

MFS Lifetime 2010 Fund

Portfolio target allocation

Portfolio holdings
MFS Research Bond Fund	22.0%
MFS Limited Maturity Fund	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%

Portfolio actual allocation

Percentages are based on net assets as of 4/30/14.

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

3

Portfolio Composition – continued

MFS Lifetime 2015 Fund

Portfolio target allocation

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%

Portfolio actual allocation

(o) Less than 0.1%.

Percentages are based on net assets as of 4/30/14.

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

4

Portfolio Composition – continued

MFS Lifetime 2020 Fund

Portfolio target allocation

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)%

Portfolio actual allocation

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

Percentages are based on net assets as of 4/30/14.

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

5

Portfolio Composition – continued

MFS Lifetime 2025 Fund

Portfolio target allocation

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)%

Portfolio actual allocation

(o) Less than 0.1%.

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

Percentages are based on net assets as of 4/30/14.

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

6

Portfolio Composition – continued

MFS Lifetime 2030 Fund

Portfolio target allocation

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)%

Portfolio actual allocation

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

Percentages are based on net assets as of 4/30/14.

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

7

Portfolio Composition – continued

MFS Lifetime 2035 Fund

Portfolio target allocation

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)%

Portfolio actual allocation

(o) Less than 0.1%.

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

Percentages are based on net assets as of 4/30/14.

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

8

Portfolio Composition – continued

MFS Lifetime 2040 Fund

Portfolio target allocation

Portfolio holdings
MFS Value Fund	12.0%
MFS Growth Fund	12.0%
MFS Mid Cap Value Fund	10.0%
MFS Mid Cap Growth Fund	10.0%
MFS Research International Fund	8.0%
MFS Research Fund	8.0%
MFS International Value Fund	7.1%
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)%

Portfolio actual allocation

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

Percentages are based on net assets as of 4/30/14.

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

9

Portfolio Composition – continued

MFS Lifetime 2045 Fund

Portfolio target allocation

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%

Portfolio actual allocation

(o) Less than 0.1%.

Percentages are based on net assets as of 4/30/14.

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

10

Portfolio Composition – continued

MFS Lifetime 2050 Fund

Portfolio target allocation

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)%

Portfolio actual allocation

(o) Less than 0.1%.

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

Percentages are based on net assets as of 4/30/14.

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

11

Portfolio Composition – continued

MFS Lifetime 2055 Fund

Portfolio target allocation

Portfolio holdings
MFS Value Fund	12.0%
MFS Growth Fund	12.0%
MFS Mid Cap Value Fund	10.0%
MFS Mid Cap Growth Fund	10.0%
MFS Research International Fund	8.0%
MFS Research Fund	8.0%
MFS International Value Fund	7.0%
MFS International Growth Fund	7.0%
MFS 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)%

Portfolio actual allocation

(o) Less than 0.1%.

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

Percentages are based on net assets as of 4/30/14.

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

12

MANAGEMENT REVIEW

MFS Lifetime Funds

Market Environment

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.

MFS Lifetime Retirement Income Fund

Summary of Results

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.

Factors Affecting Performance

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.

MFS Lifetime 2010 Fund

Summary of Results

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.

Factors Affecting Performance

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.

13

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.

MFS Lifetime 2015 Fund

Summary of Results

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.

Factors Affecting Performance

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.

MFS Lifetime 2020 Fund

Summary of Results

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.

Factors Affecting Performance

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.

MFS Lifetime 2025 Fund

Summary of Results

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.

Factors Affecting Performance

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

14

Management Review – continued

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.

MFS Lifetime 2030 Fund

Summary of Results

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.

Factors Affecting Performance

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.

MFS Lifetime 2035 Fund

Summary of Results

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.

Factors Affecting Performance

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.

MFS Lifetime 2040 Fund

Summary of Results

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.

15

Factors Affecting Performance

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.

MFS Lifetime 2045 Fund

Summary of Results

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.

Factors Affecting Performance

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.

MFS Lifetime 2050 Fund

Summary of Results

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.

Factors Affecting Performance

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.

MFS Lifetime 2055 Fund

Summary of Results

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.

16

Management Review – continued

Factors Affecting Performance

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.

Respectfully,

Joseph Flaherty

Portfolio Manager

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.

17

PERFORMANCE SUMMARY THROUGH 4/30/14

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

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

MFS Lifetime Retirement Income Fund

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

Average annual total returns through 4/30/14

Without sales charge

	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%

18

Performance Summary – continued

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%

CDSC – Contingent Deferred Sales Charge.

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

(f) Source: FactSet Research Systems Inc.

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

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

(z) The weights of the components of the blended benchmark (MFS Lifetime Retirement Income Fund Blended Index) are comprised of 73% Barclays U.S. Aggregate Bond Index, 20% Standard & Poor’s 500 Stock Index, 5% MSCI EAFE Index, 1% FTSE EPRA/NAREIT Developed Real Estate Index, and 1% Dow Jones-UBS Commodity Index.

19

Performance Summary – continued

MFS Lifetime 2010 Fund

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

Average annual total returns through 4/30/14

Without sales charge

	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%

CDSC – Contingent Deferred Sales Charge.

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

(f) Source: FactSet Research Systems Inc.

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

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

(z) The weights of the components of the blended benchmark (MFS Lifetime 2010 Fund Blended Index) are comprised of 73% Barclays U.S. Aggregate Bond Index, 20% Standard & Poor’s 500 Stock Index, 5% MSCI EAFE Index, 1% FTSE EPRA/NAREIT Developed Real Estate Index, and 1% Dow Jones-UBS Commodity Index.

20

Performance Summary – continued

MFS Lifetime 2015 Fund

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

Average annual total returns through 4/30/14

Without sales charge

	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%

CDSC – Contingent Deferred Sales Charge.

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

(f) Source: FactSet Research Systems Inc.

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

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

21

Performance Summary – continued

(z) The weights of the components of the blended benchmark (MFS Lifetime 2015 Fund Blended Index) are designed to change systematically over time on a preset schedule. The table below depicts the individual component weights (in percent) at the beginning and at the end of the reporting period:

	4/30/14		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%

22

Performance Summary – continued

MFS Lifetime 2020 Fund

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

Average annual total returns through 4/30/14

Without sales charge

	Share Class	Class inception date	1-yr	5-yr	Life (t)
	A	9/29/05	7.18%	13.00%	6.06%
	B	9/29/05	6.33%	12.17%	5.30%
	C	9/29/05	6.36%	12.17%	5.31%
	I	9/29/05	7.42%	13.28%	6.36%
	R1	9/29/05	6.35%	12.17%	5.28%
	R2	9/29/05	6.83%	12.71%	5.80%
	R3	9/29/05	7.20%	13.02%	6.07%
	R4	9/29/05	7.42%	13.29%	6.34%
Comparative benchmarks
	Standard & Poor’s 500 Stock Index (f)		20.44%	19.14%	7.47%
	MFS Lifetime 2020 Fund Blended Index (f)(z)		7.84%	11.98%	5.78%
	Barclays U.S. Aggregate Bond Index (f)		(0.26)%	4.88%	4.86%
	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%
With sales charge
	A With Initial Sales Charge (5.75%)		1.02%	11.67%	5.33%
	B With CDSC (Declining over six years from 4% to 0%) (v)		2.33%	11.92%	5.30%
	C With CDSC (1% for 12 months) (v)		5.36%	12.17%	5.31%

CDSC – Contingent Deferred Sales Charge.

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

(f) Source: FactSet Research Systems Inc.

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

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

23

Performance Summary – continued

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

	4/30/14		4/30/13
Barclays U.S. Aggregate Bond Index		55.70%	51.50%
Standard & Poor’s 500 Stock Index		31.90%	34.50%
MSCI EAFE Index		9.50%	10.50%
Dow Jones-UBS Commodity Index		1.60%	2.00%
FTSE EPRA/NAREIT Developed Real Estate Index		1.30%	1.50%

24

Performance Summary – continued

MFS Lifetime 2025 Fund

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

Average annual total returns through 4/30/14

Without sales charge

	Share Class	Class inception date	1-yr	Life (t)
	A	11/02/12	10.52%	13.71%
	B	11/02/12	9.68%	12.83%
	C	11/02/12	9.65%	12.81%
	I	11/02/12	10.72%	13.95%
	R1	11/02/12	9.63%	12.80%
	R2	11/02/12	10.19%	13.38%
	R3	11/02/12	10.39%	13.63%
	R4	11/02/12	10.72%	13.95%
Comparative benchmarks
	Standard & Poor’s 500 Stock Index (f)		20.44%	23.05%
	MFS Lifetime 2025 Fund Blended Index (f)(z)		11.26%	14.05%
	Barclays U.S. Aggregate Bond Index (f)		(0.26)%	0.52%
	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%
With sales charge
	A With Initial Sales Charge (5.75%)		4.17%	9.29%
	B With CDSC (Declining over six years from 4% to 0%) (v)		5.68%	10.29%
	C With CDSC (1% for 12 months) (v)		8.65%	12.81%

CDSC – Contingent Deferred Sales Charge.

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

(f) Source: FactSet Research Systems Inc.

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

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

25

Performance Summary – continued

(z) The weights of the components of the blended benchmark (MFS Lifetime 2025 Fund Blended Index) are designed to change systematically over time on a preset schedule. The table below depicts the individual component weights (in percent) at the beginning and at the end of the reporting period:

	4/30/14		4/30/13
Standard & Poor’s 500 Stock Index		44.30%		46.50%
Barclays U.S. Aggregate Bond Index		35.00%		31.00%
MSCI EAFE Index		15.10%		16.50%
Dow Jones-UBS Commodity Index		3.30%		3.50%
FTSE EPRA/NAREIT Developed Real Estate Index		2.30%		2.50%

26

Performance Summary – continued

MFS Lifetime 2030 Fund

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

Average annual total returns through 4/30/14

Without sales charge

	Share Class	Class inception date	1-yr	5-yr	Life (t)
	A	9/29/05	12.67%	16.35%	6.39%
	B	9/29/05	11.82%	15.48%	5.64%
	C	9/29/05	11.78%	15.46%	5.64%
	I	9/29/05	12.90%	16.62%	6.70%
	R1	9/29/05	11.79%	15.49%	5.61%
	R2	9/29/05	12.34%	16.05%	6.12%
	R3	9/29/05	12.63%	16.33%	6.38%
	R4	9/29/05	12.93%	16.62%	6.67%
Comparative benchmarks
	Standard & Poor’s 500 Stock Index (f)		20.44%	19.14%	7.47%
	MFS Lifetime 2030 Fund Blended Index (f)(z)		13.72%	15.54%	6.16%
	Barclays U.S. Aggregate Bond Index (f)		(0.26)%	4.88%	4.86%
	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%
With sales charge
	A With Initial Sales Charge (5.75%)		6.19%	14.98%	5.66%
	B With CDSC (Declining over six years from 4% to 0%) (v)		7.82%	15.26%	5.64%
	C With CDSC (1% for 12 months) (v)		10.78%	15.46%	5.64%

CDSC – Contingent Deferred Sales Charge.

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

(f) Source: FactSet Research Systems Inc.

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

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

27

Performance Summary – continued

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

	4/30/14		4/30/13
Standard & Poor’s 500 Stock Index		52.77%		53.30%
MSCI EAFE Index		21.23%		22.04%
Barclays U.S. Aggregate Bond Index		18.55%		16.91%
Dow Jones-UBS Commodity Index		4.15%		4.25%
FTSE EPRA/NAREIT Developed Real Estate Index		3.30%		3.50%

28

Performance Summary – continued

MFS Lifetime 2035 Fund

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

Average annual total returns through 4/30/14

Without sales charge

	Share Class	Class inception date	1-yr	Life (t)
	A	11/02/12	13.61%	17.43%
	B	11/02/12	12.75%	16.59%
	C	11/02/12	12.76%	16.60%
	I	11/02/12	13.80%	17.73%
	R1	11/02/12	12.73%	16.58%
	R2	11/02/12	13.31%	17.19%
	R3	11/02/12	13.65%	17.53%
	R4	11/02/12	13.90%	17.73%
Comparative benchmarks
	Standard & Poor’s 500 Stock Index (f)		20.44%	23.05%
	MFS Lifetime 2035 Fund Blended Index (f)(z)		14.83%	18.51%
	Barclays U.S. Aggregate Bond Index (f)		(0.26)%	0.52%
	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%
With sales charge
	A With Initial Sales Charge (5.75%)		7.08%	12.87%
	B With CDSC (Declining over six years from 4% to 0%) (v)		8.75%	14.10%
	C With CDSC (1% for 12 months) (v)		11.76%	16.60%

CDSC – Contingent Deferred Sales Charge.

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

(f) Source: FactSet Research Systems Inc.

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

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

29

Performance Summary – continued

(z) The weights of the components of the blended benchmark (MFS Lifetime 2035 Fund Blended Index) are designed to change systematically over time on a preset schedule. The table below depicts the individual component weights (in percent) at the beginning and at the end of the reporting period:

	4/30/14		4/30/13
Standard & Poor’s 500 Stock Index		55.25%	55.75%
MSCI EAFE Index		25.20%	26.00%
Barclays U.S. Aggregate Bond Index		10.60%	9.00%
Dow Jones-UBS Commodity Index		4.65%	4.75%
FTSE EPRA/NAREIT Developed Real Estate Index		4.30%	4.50%

30

Performance Summary – continued

MFS Lifetime 2040 Fund

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

Average annual total returns through 4/30/14

Without sales charge

	Share Class	Class inception date	1-yr	5-yr	Life (t)
	A	9/29/05	14.18%	17.05%	6.42%
	B	9/29/05	13.26%	16.18%	5.67%
	C	9/29/05	13.30%	16.15%	5.67%
	I	9/29/05	14.38%	17.33%	6.73%
	R1	9/29/05	13.32%	16.18%	5.65%
	R2	9/29/05	13.91%	16.75%	6.17%
	R3	9/29/05	14.17%	17.04%	6.43%
	R4	9/29/05	14.39%	17.32%	6.71%
Comparative benchmarks
	Standard & Poor’s 500 Stock Index (f)		20.44%	19.14%	7.47%
	MFS Lifetime 2040 Fund Blended Index (f)(z)		15.51%	16.53%	6.27%
	Barclays U.S. Aggregate Bond Index (f)		(0.26)%	4.88%	4.86%
	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%
With sales charge
	A With Initial Sales Charge (5.75%)		7.61%	15.67%	5.69%
	B With CDSC (Declining over six years from 4% to 0%) (v)		9.26%	15.96%	5.67%
	C With CDSC (1% for 12 months) (v)		12.30%	16.15%	5.67%

CDSC – Contingent Deferred Sales Charge.

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

(f) Source: FactSet Research Systems Inc.

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

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

31

Performance Summary – continued

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

	4/30/14		4/30/13
Standard & Poor’s 500 Stock Index		57.00%	57.00%
MSCI EAFE Index		28.00%	28.00%
Barclays U.S. Aggregate Bond Index		5.00%	5.00%
Dow Jones-UBS Commodity Index		5.00%	5.00%
FTSE EPRA/NAREIT Developed Real Estate Index		5.00%	5.00%

32

Performance Summary – continued

MFS Lifetime 2045 Fund

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

Average annual total returns through 4/30/14

Without sales charge

	Share Class	Class inception date	1-yr	Life (t)
	A	11/02/12	14.36%	18.24%
	B	11/02/12	13.27%	17.19%
	C	11/02/12	13.29%	17.23%
	I	11/02/12	14.46%	18.41%
	R1	11/02/12	13.28%	17.26%
	R2	11/02/12	13.89%	17.81%
	R3	11/02/12	14.11%	18.14%
	R4	11/02/12	14.46%	18.42%
Comparative benchmarks
	Standard & Poor’s 500 Stock Index (f)		20.44%	23.05%
	MFS Lifetime 2045 Fund Blended Index (f)(z)		15.51%	19.34%
	Barclays U.S. Aggregate Bond Index (f)		(0.26)%	0.52%
	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%
With sales charge
	A With Initial Sales Charge (5.75%)		7.79%	13.65%
	B With CDSC (Declining over six years from 4% to 0%) (v)		9.27%	14.70%
	C With CDSC (1% for 12 months) (v)		12.29%	17.23%

CDSC – Contingent Deferred Sales Charge.

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

(f) Source: FactSet Research Systems Inc.

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

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

33

Performance Summary – continued

(z) The weights of the components of the blended benchmark (MFS Lifetime 2045 Fund Blended Index) are designed to change systematically over time on a preset schedule. The table below depicts the individual component weights (in percent) at the beginning and at the end of the reporting period:

	4/30/14		4/30/13
Standard & Poor’s 500 Stock Index		57.00%	57.00%
MSCI EAFE Index		28.00%	28.00%
Barclays U.S. Aggregate Bond Index		5.00%	5.00%
Dow Jones-UBS Commodity Index		5.00%	5.00%
FTSE EPRA/NAREIT Developed Real Estate Index		5.00%	5.00%

34

Performance Summary – continued

MFS Lifetime 2050 Fund

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

Average annual total returns through 4/30/14

Without sales charge

	Share Class	Class inception date	1-yr	Life (t)
	A	9/15/10	14.14%	13.67%
	B	9/15/10	13.24%	12.81%
	C	9/15/10	13.25%	12.81%
	I	9/15/10	14.43%	13.96%
	R1	9/15/10	13.24%	12.81%
	R2	9/15/10	13.87%	13.38%
	R3	9/15/10	14.19%	13.67%
	R4	9/15/10	14.44%	13.94%
Comparative benchmarks
	Standard & Poor’s 500 Stock Index (f)		20.44%	17.85%
	MFS Lifetime 2050 Fund Blended Index (f)(z)		15.51%	13.85%
	Barclays U.S. Aggregate Bond Index (f)		(0.26)%	3.21%
	Dow Jones-UBS Commodity Index (f)		3.17%	0.04%
	FTSE EPRA/NAREIT Developed Real Estate Index (f)		(1.83)%	11.27%
	MSCI EAFE Index (f)		13.80%	10.32%
With sales charge
	A With Initial Sales Charge (5.75%)		7.57%	11.83%
	B With CDSC (Declining over six years from 4% to 0%) (v)		9.24%	12.20%
	C With CDSC (1% for 12 months) (v)		12.25%	12.81%

CDSC – Contingent Deferred Sales Charge.

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

(f) Source: FactSet Research Systems Inc.

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

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

35

Performance Summary – continued

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

	4/30/14		4/30/13
Standard & Poor’s 500 Stock Index		57.00%	57.00%
MSCI EAFE Index		28.00%	28.00%
Barclays U.S. Aggregate Bond Index		5.00%	5.00%
Dow Jones-UBS Commodity Index		5.00%	5.00%
FTSE EPRA/NAREIT Developed Real Estate Index		5.00%	5.00%

36

Performance Summary – continued

MFS Lifetime 2055 Fund

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

Average annual total returns through 4/30/14

Without sales charge

	Share Class	Class inception date	1-yr	Life (t)
	A	11/02/12	14.17%	18.18%
	B	11/02/12	13.34%	17.30%
	C	11/02/12	13.32%	17.28%
	I	11/02/12	14.50%	18.52%
	R1	11/02/12	13.34%	17.30%
	R2	11/02/12	13.88%	17.88%
	R3	11/02/12	14.18%	18.19%
	R4	11/02/12	14.41%	18.45%
Comparative benchmarks
	Standard & Poor’s 500 Stock Index (f)		20.44%	23.05%
	MFS Lifetime 2055 Fund Blended Index (f)(z)		15.51%	19.34%
	Barclays U.S. Aggregate Bond Index (f)		(0.26)%	0.52%
	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%
With sales charge
	A With Initial Sales Charge (5.75%)		7.61%	13.59%
	B With CDSC (Declining over six years from 4% to 0%) (v)		9.34%	14.81%
	C With CDSC (1% for 12 months) (v)		12.32%	17.28%

CDSC – Contingent Deferred Sales Charge.

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

(f) Source: FactSet Research Systems Inc.

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

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

37

Performance Summary – continued

(z) The weights of the components of the blended benchmark (MFS Lifetime 2055 Fund Blended Index) are designed to change systematically over time on a preset schedule. The table below depicts the individual component weights (in percent) at the beginning and at the end of the reporting period:

	4/30/14		4/30/13
Standard & Poor’s 500 Stock Index		57.00%	57.00%
MSCI EAFE Index		28.00%	28.00%
Barclays U.S. Aggregate Bond Index		5.00%	5.00%
Dow Jones-UBS Commodity Index		5.00%	5.00%
FTSE EPRA/NAREIT Developed Real Estate Index		5.00%	5.00%

Benchmark Definitions

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.

It is not possible to invest directly in an index.

Notes to Performance Summary

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

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

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.

38

EXPENSE TABLES

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.

Actual expenses

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

Hypothetical example for comparison purposes

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

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

39

Expense Tables – continued

MFS LIFETIME RETIREMENT INCOME FUND

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
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
B	Actual		1.00%		$1,000.00		$1,020.51		$5.01
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,020.51		$5.01
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,025.61		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,020.50		$5.01
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,023.05		$2.51
	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,024.33		$1.25
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,026.45		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00

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

(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

40

Expense Tables – continued

MFS LIFETIME 2010 FUND

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
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
B	Actual		1.00%		$1,000.00		$1,020.47		$5.01
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,020.35		$5.01
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,025.83		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,020.32		$5.01
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,023.35		$2.51
	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,023.81		$1.25
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,025.87		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00

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

(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

41

Expense Tables – continued

MFS LIFETIME 2015 FUND

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		$1,025.61		$1.26
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
B	Actual		1.00%		$1,000.00		$1,022.34		$5.01
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,022.00		$5.01
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,027.62		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,022.57		$5.01
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,025.28		$2.51
	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,026.13		$1.26
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,028.59		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00

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

(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

42

Expense Tables – continued

MFS LIFETIME 2020 FUND

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		$1,033.76		$1.26
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
B	Actual		1.00%		$1,000.00		$1,029.30		$5.03
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,030.03		$5.03
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,034.64		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,030.25		$5.03
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,032.58		$2.52
	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,033.98		$1.26
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,035.47		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00

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

(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

43

Expense Tables – continued

MFS LIFETIME 2025 FUND

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		0.24%		$1,000.00		$1,042.80		$1.22
	Hypothetical (h)		0.24%		$1,000.00		$1,023.60		$1.20
B	Actual		1.00%		$1,000.00		$1,039.20		$5.06
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,038.00		$5.05
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,043.81		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,038.79		$5.06
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,040.50		$2.53
	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,042.51		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,043.79		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00

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

(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

Notes to Expense Table

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.

44

Expense Tables – continued

MFS LIFETIME 2030 FUND

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		0.24%		$1,000.00		$1,046.39		$1.22
	Hypothetical (h)		0.24%		$1,000.00		$1,023.60		$1.20
B	Actual		1.00%		$1,000.00		$1,042.40		$5.06
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,042.56		$5.06
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,048.21		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,043.02		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,045.90		$2.54
	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,046.66		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,048.29		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00

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

(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

Notes to Expense Table

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.

45

Expense Tables – continued

MFS LIFETIME 2035 FUND

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		$1,048.09		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
B	Actual		1.00%		$1,000.00		$1,044.31		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,043.59		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,049.08		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,044.11		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,046.13		$2.54
	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,048.49		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,049.08		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00

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

(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

46

Expense Tables – continued

MFS LIFETIME 2040 FUND

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		0.24%		$1,000.00		$1,048.57		$1.22
	Hypothetical (h)		0.24%		$1,000.00		$1,023.60		$1.20
B	Actual		1.00%		$1,000.00		$1,045.00		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,044.58		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,049.48		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,044.99		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,047.14		$2.54
	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,048.55		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,049.52		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00

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

(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

Notes to Expense Table

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.

47

Expense Tables – continued

MFS LIFETIME 2045 FUND

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		0.23%		$1,000.00		$1,049.25		$1.17
	Hypothetical (h)		0.23%		$1,000.00		$1,023.65		$1.15
B	Actual		1.00%		$1,000.00		$1,044.22		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,044.36		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,050.21		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,045.25		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,047.42		$2.54
	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,048.72		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,050.23		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00

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

(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

Notes to Expense Table

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.

48

Expense Tables – continued

MFS LIFETIME 2050 FUND

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		$1,048.59		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
B	Actual		1.00%		$1,000.00		$1,044.59		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,044.50		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,050.34		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,044.55		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,047.62		$2.54
	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,048.62		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,050.37		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00

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

(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

49

Expense Tables – continued

MFS LIFETIME 2055 FUND

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		$1,048.39		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
B	Actual		1.00%		$1,000.00		$1,044.88		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,044.67		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,050.65		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,044.85		$5.07
	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,047.39		$2.54
	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,048.42		$1.27
	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,049.81		$0.00
	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00

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

(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. In addition to the fees and expenses which the funds bear directly, the funds indirectly bear a pro rata share of the fees and expenses of the underlying funds in which the funds invest. If these indirect costs were included, your costs would have been higher.

50

PORTFOLIOS OF INVESTMENTS

4/30/14

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

MFS LIFETIME RETIREMENT INCOME FUND

Underlying Affiliated Funds - 99.9%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class R5		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

See Portfolio Footnotes and Notes to Financial Statements

51

Portfolios of Investments – continued

MFS LIFETIME 2010 FUND

Underlying Affiliated Funds - 99.9%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class R5		233,254	$	2,255,563
MFS Commodity Strategy Fund - Class R5 (v)		121,354		1,127,375
MFS Emerging Markets Debt Fund - Class R5		75,846		1,132,378
MFS Global Bond Fund - Class R5		591,840		5,663,912
MFS Global Real Estate Fund - Class R5 (v)		74,254		1,130,895
MFS Government Securities Fund - Class R5		1,124,275		11,287,722
MFS Growth Fund - Class R5		67,179		4,507,040
MFS High Income Fund - Class R5		931,228		3,389,670
MFS Inflation-Adjusted Bond Fund - Class R5		1,072,287		11,280,457
MFS International Growth Fund - Class R5		39,974		1,135,273
MFS International Value Fund - Class R5		32,959		1,135,435
MFS Limited Maturity Fund - Class R5		3,731,533		22,538,458
MFS Mid Cap Growth Fund - Class R5 (a)		242,632		3,379,867
MFS Mid Cap Value Fund - Class R5		166,937		3,400,506
MFS New Discovery Fund - Class R5		41,731		1,107,954
MFS New Discovery Value Fund - Class R5		85,347		1,119,751
MFS Research Bond Fund - Class R5		2,281,318		24,843,554
MFS Research Fund - Class R5		122,541		4,524,229
MFS Research International Fund - Class R5		190,775		3,401,512
MFS Value Fund - Class R5		135,724		4,537,252
Total Underlying Affiliated Funds (Identified Cost, $99,053,879)			$	112,898,803
Money Market Funds - 0.0%
MFS Institutional Money Market Portfolio, 0.09%, at Cost and Net Asset Value (v)		11	$	11
Total Investments (Identified Cost, $99,053,890)			$	112,898,814
Other Assets, Less Liabilities - 0.1%				141,401
Net Assets - 100.0%			$	113,040,215

See Portfolio Footnotes and Notes to Financial Statements

52

Portfolios of Investments – continued

MFS LIFETIME 2015 FUND

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

See Portfolio Footnotes and Notes to Financial Statements

53

Portfolios of Investments – continued

MFS LIFETIME 2020 FUND

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

See Portfolio Footnotes and Notes to Financial Statements

54

Portfolios of Investments – continued

MFS LIFETIME 2025 FUND

Underlying Affiliated Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class R5		88,978	$	860,416
MFS Commodity Strategy Fund - Class R5 (v)		304,017		2,824,314
MFS Emerging Markets Debt Fund - Class R5		172,933		2,581,894
MFS Emerging Markets Equity Fund - Class R5		7,884		244,091
MFS Global Bond Fund - Class R5		424,953		4,066,801
MFS Global Real Estate Fund - Class R5 (v)		129,028		1,965,096
MFS Government Securities Fund - Class R5		614,035		6,164,911
MFS Growth Fund - Class R5		113,536		7,617,170
MFS High Income Fund - Class R5		1,182,307		4,303,598
MFS Inflation-Adjusted Bond Fund - Class R5		409,077		4,303,490
MFS International Growth Fund - Class R5		108,158		3,071,676
MFS International New Discovery Fund - Class R5		37,375		1,104,793
MFS International Value Fund - Class R5		89,122		3,070,260
MFS Mid Cap Growth Fund - Class R5 (a)		468,109		6,520,753
MFS Mid Cap Value Fund - Class R5		319,760		6,513,518
MFS New Discovery Fund - Class R5		53,161		1,411,426
MFS New Discovery Value Fund - Class R5		107,660		1,412,495
MFS Research Bond Fund - Class R5		746,649		8,131,008
MFS Research Fund - Class R5		186,460		6,884,095
MFS Research International Fund - Class R5		303,295		5,407,756
MFS Value Fund - Class R5		227,861		7,617,398
Total Underlying Affiliated Funds (Identified Cost, $79,875,239)			$	86,076,959
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, $79,875,252)			$	86,076,972
Other Assets, Less Liabilities - (0.0)%				(10,265)
Net Assets - 100.0%			$	86,066,707

See Portfolio Footnotes and Notes to Financial Statements

55

Portfolios of Investments – continued

MFS LIFETIME 2030 FUND

Underlying Affiliated Funds - 100.1%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class R5		302,439	$	2,924,592
MFS Commodity Strategy Fund - Class R5 (v)		1,532,609		14,237,934
MFS Emerging Markets Debt Fund - Class R5		589,143		8,795,907
MFS Emerging Markets Equity Fund - Class R5		125,354		3,880,972
MFS Global Bond Fund - Class R5		1,226,902		11,741,454
MFS Global Real Estate Fund - Class R5 (v)		741,369		11,291,056
MFS Growth Fund - Class R5		565,961		37,970,301
MFS High Income Fund - Class R5		4,026,075		14,654,914
MFS Inflation-Adjusted Bond Fund - Class R5		1,508,842		15,873,020
MFS International Growth Fund - Class R5		641,094		18,207,083
MFS International New Discovery Fund - Class R5		265,066		7,835,355
MFS International Value Fund - Class R5		529,115		18,228,001
MFS Mid Cap Growth Fund - Class R5 (a)		2,237,730		31,171,578
MFS Mid Cap Value Fund - Class R5		1,537,837		31,325,736
MFS New Discovery Fund - Class R5		263,035		6,983,578
MFS New Discovery Value Fund - Class R5		535,497		7,025,727
MFS Research Bond Fund - Class R5		919,854		10,017,208
MFS Research Fund - Class R5		740,152		27,326,404
MFS Research International Fund - Class R5		1,370,185		24,430,394
MFS Value Fund - Class R5		1,142,829		38,204,762
Total Underlying Affiliated Funds (Identified Cost, $275,335,273)			$	342,125,976
Money Market Funds - 0.0%
MFS Institutional Money Market Portfolio, 0.09%, at Cost and Net Asset Value (v)		16	$	16
Total Investments (Identified Cost, $275,335,289)			$	342,125,992
Other Assets, Less Liabilities - (0.1)%				(280,341)
Net Assets - 100.0%			$	341,845,651

See Portfolio Footnotes and Notes to Financial Statements

56

Portfolios of Investments – continued

MFS LIFETIME 2035 FUND

Underlying Affiliated Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class R5		22,555	$	218,103
MFS Commodity Strategy Fund - Class R5 (v)		305,918		2,841,978
MFS Emerging Markets Debt Fund - Class R5		43,881		655,138
MFS Emerging Markets Equity Fund - Class R5		32,246		998,350
MFS Global Bond Fund - Class R5		91,339		874,110
MFS Global Real Estate Fund - Class R5 (v)		172,427		2,626,065
MFS Growth Fund - Class R5		105,750		7,094,767
MFS High Income Fund - Class R5		299,939		1,091,777
MFS Inflation-Adjusted Bond Fund - Class R5		197,079		2,073,274
MFS International Growth Fund - Class R5		135,872		3,858,759
MFS International New Discovery Fund - Class R5		67,914		2,007,549
MFS International Value Fund - Class R5		112,208		3,865,560
MFS Mid Cap Growth Fund - Class R5 (a)		422,036		5,878,968
MFS Mid Cap Value Fund - Class R5		289,184		5,890,683
MFS New Discovery Fund - Class R5		52,942		1,405,615
MFS New Discovery Value Fund - Class R5		107,516		1,410,615
MFS Research Bond Fund - Class R5		150,295		1,636,711
MFS Research Fund - Class R5		132,224		4,881,703
MFS Research International Fund - Class R5		261,818		4,668,224
MFS Value Fund - Class R5		213,150		7,125,589
Total Underlying Affiliated Funds (Identified Cost, $55,324,226)			$	61,103,538
Money Market Funds - 0.0%
MFS Institutional Money Market Portfolio, 0.09%, at Cost and Net Asset Value (v)		11	$	11
Total Investments (Identified Cost, $55,324,237)			$	61,103,549
Other Assets, Less Liabilities - (0.0)%				(19,162)
Net Assets - 100.0%			$	61,084,387

See Portfolio Footnotes and Notes to Financial Statements

57

Portfolios of Investments – continued

MFS LIFETIME 2040 FUND

Underlying Affiliated Funds - 100.1%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class R5 (v)		1,353,552	$	12,574,495
MFS Emerging Markets Equity Fund - Class R5		161,506		5,000,222
MFS Global Real Estate Fund - Class R5 (v)		827,378		12,600,963
MFS Growth Fund - Class R5		448,513		30,090,722
MFS Inflation-Adjusted Bond Fund - Class R5		597,312		6,283,718
MFS International Growth Fund - Class R5		622,943		17,691,570
MFS International New Discovery Fund - Class R5		340,697		10,070,999
MFS International Value Fund - Class R5		514,356		17,719,561
MFS Mid Cap Growth Fund - Class R5 (a)		1,800,938		25,087,064
MFS Mid Cap Value Fund - Class R5		1,237,301		25,203,825
MFS New Discovery Fund - Class R5		233,399		6,196,754
MFS New Discovery Value Fund - Class R5		475,662		6,240,689
MFS Research Bond Fund - Class R5		577,511		6,289,099
MFS Research Fund - Class R5		544,660		20,108,838
MFS Research International Fund - Class R5		1,129,868		20,145,548
MFS Value Fund - Class R5		905,347		30,265,747
Total Underlying Affiliated Funds (Identified Cost, $196,221,246)			$	251,569,814
Money Market Funds - 0.0%
MFS Institutional Money Market Portfolio, 0.09%, at Cost and Net Asset Value (v)		9	$	9
Total Investments (Identified Cost, $196,221,255)			$	251,569,823
Other Assets, Less Liabilities - (0.1)%				(145,100)
Net Assets - 100.0%			$	251,424,723
MFS LIFETIME 2045 FUND
Underlying Affiliated Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class R5 (v)		171,357	$	1,591,913
MFS Emerging Markets Equity Fund - Class R5		20,497		634,583
MFS Global Real Estate Fund - Class R5 (v)		104,895		1,597,545
MFS Growth Fund - Class R5		56,798		3,810,574
MFS Inflation-Adjusted Bond Fund - Class R5		75,639		795,724
MFS International Growth Fund - Class R5		78,831		2,238,810
MFS International New Discovery Fund - Class R5		43,074		1,273,262
MFS International Value Fund - Class R5		65,075		2,241,832
MFS Mid Cap Growth Fund - Class R5 (a)		228,007		3,176,131
MFS Mid Cap Value Fund - Class R5		156,277		3,183,356
MFS New Discovery Fund - Class R5		29,700		788,535
MFS New Discovery Value Fund - Class R5		60,332		791,559
MFS Research Bond Fund - Class R5		73,180		796,929
MFS Research Fund - Class R5		68,900		2,543,800
MFS Research International Fund - Class R5		142,831		2,546,679
MFS Value Fund - Class R5		114,576		3,830,292
Total Underlying Affiliated Funds (Identified Cost, $28,773,730)			$	31,841,524
Money Market Funds - 0.0%
MFS Institutional Money Market Portfolio, 0.09%, at Cost and Net Asset Value (v)		7,936	$	7,936
Total Investments (Identified Cost, $28,781,666)			$	31,849,460
Other Assets, Less Liabilities - (0.0)%				(7,669)
Net Assets - 100.0%			$	31,841,791

See Portfolio Footnotes and Notes to Financial Statements

58

Portfolios of Investments – continued

MFS LIFETIME 2050 FUND

Underlying Affiliated Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class R5 (v)		312,845	$	2,906,333
MFS Emerging Markets Equity Fund - Class R5		37,541		1,162,259
MFS Global Real Estate Fund - Class R5 (v)		190,900		2,907,402
MFS Growth Fund - Class R5		104,008		6,977,895
MFS Inflation-Adjusted Bond Fund - Class R5		138,227		1,454,147
MFS International Growth Fund - Class R5		143,448		4,073,911
MFS International New Discovery Fund - Class R5		78,697		2,326,286
MFS International Value Fund - Class R5		118,295		4,075,278
MFS Mid Cap Growth Fund - Class R5 (a)		417,936		5,821,844
MFS Mid Cap Value Fund - Class R5		285,548		5,816,608
MFS New Discovery Fund - Class R5		54,752		1,453,662
MFS New Discovery Value Fund - Class R5		110,746		1,452,993
MFS Research Bond Fund - Class R5		133,620		1,455,127
MFS Research Fund - Class R5		125,985		4,651,382
MFS Research International Fund - Class R5		260,930		4,652,390
MFS Value Fund - Class R5		208,764		6,978,988
Total Underlying Affiliated Funds (Identified Cost, $50,765,210)			$	58,166,505
Money Market Funds - 0.0%
MFS Institutional Money Market Portfolio, 0.09%, at Cost and Net Asset Value (v)		8	$	8
Total Investments (Identified Cost, $50,765,218)			$	58,166,513
Other Assets, Less Liabilities - (0.0)%				(28,039)
Net Assets - 100.0%			$	58,138,474
MFS LIFETIME 2055 FUND
Underlying Affiliated Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Commodity Strategy Fund - Class R5 (v)		23,625	$	219,476
MFS Emerging Markets Equity Fund - Class R5		2,836		87,788
MFS Global Real Estate Fund - Class R5 (v)		14,411		219,479
MFS Growth Fund - Class R5		7,851		526,731
MFS Inflation-Adjusted Bond Fund - Class R5		10,432		109,744
MFS International Growth Fund - Class R5		10,819		307,269
MFS International New Discovery Fund - Class R5		5,939		175,551
MFS International Value Fund - Class R5		8,924		307,443
MFS Mid Cap Growth Fund - Class R5 (a)		31,510		438,932
MFS Mid Cap Value Fund - Class R5		21,548		438,942
MFS New Discovery Fund - Class R5		4,133		109,724
MFS New Discovery Value Fund - Class R5		8,363		109,728
MFS Research Bond Fund - Class R5		10,077		109,739
MFS Research Fund - Class R5		9,512		351,165
MFS Research International Fund - Class R5		19,695		351,154
MFS Value Fund - Class R5		15,756		526,717
Total Underlying Affiliated Funds (Identified Cost, $4,048,084)			$	4,389,582
Money Market Funds - 0.3%
MFS Institutional Money Market Portfolio, 0.09%, at Cost and Net Asset Value (v)		12,078	$	12,078
Total Investments (Identified Cost, $4,060,162)			$	4,401,660
Other Assets, Less Liabilities - (0.3)%				(12,699)
Net Assets - 100.0%			$	4,388,961

Portfolio Footnotes:

(a) Non-income producing security.

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

See Notes to Financial Statements

59

Financial Statements

STATEMENTS OF ASSETS AND LIABILITIES

At 4/30/14

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

	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund			MFS Lifetime 2015 Fund		MFS Lifetime 2020 Fund			MFS Lifetime 2025 Fund
Assets
Investments –
Underlying affiliated funds, at value (Identified cost, $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

60

Statements of Assets and Liabilities – continued

	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2015 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2025 Fund
Net assets
Class A		$108,202,457		$20,683,819		$1,510,571		$55,681,523		$4,238,173
Class B		18,576,873		3,176,983		135,739		7,055,238		754,275
Class C		129,847,890		7,954,552		410,449		18,515,052		1,376,157
Class I		26,506,911		507,823		192,170		2,915,753		443,054
Class R1		2,368,350		4,872,356		108,753		7,493,622		119,728
Class R2		7,506,413		24,523,309		1,590,862		71,178,144		3,798,642
Class R3		14,525,777		8,395,468		3,515,291		44,144,856		8,876,715
Class R4		33,109,098		42,925,905		38,678,829		147,310,772		66,459,963
Total net assets		$340,643,769		$113,040,215		$46,142,664		$354,294,960		$86,066,707
Shares of beneficial interest outstanding
Class A		8,905,643		1,593,608		140,862		4,230,406		358,895
Class B		1,528,716		246,763		12,685		540,059		64,211
Class C		10,688,420		624,701		38,489		1,433,092		117,484
Class I		2,180,978		38,917		17,883		220,143		37,459
Class R1		194,771		382,055		10,156		573,731		10,162
Class R2		617,431		1,904,026		148,680		5,440,261		322,381
Class R3		1,195,288		646,144		327,873		3,350,651		752,042
Class R4		2,723,900		3,293,005		3,599,655		11,135,382		5,617,741
Total shares of beneficial interest outstanding		28,035,147		8,729,219		4,296,283		26,923,725		7,280,375
Class A shares
Net asset value per share
(net assets/shares of beneficial interest outstanding)		$12.15		$12.98		$10.72		$13.16		$11.81
Offering price per share (100 / 94.25 × net asset value per share)		$12.89		$13.77		$11.37		$13.96		$12.53
Class B shares
Net asset value and offering price per share
(net assets/shares of beneficial interest outstanding)		$12.15		$12.87		$10.70		$13.06		$11.75
Class C shares
Net asset value and offering price per share
(net assets/shares of beneficial interest outstanding)		$12.15		$12.73		$10.66		$12.92		$11.71
Class I shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$12.15		$13.05		$10.75		$13.24		$11.83
Class R1 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$12.16		$12.75		$10.71		$13.06		$11.78
Class R2 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$12.16		$12.88		$10.70		$13.08		$11.78
Class R3 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$12.15		$12.99		$10.72		$13.18		$11.80
Class R4 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$12.16		$13.04		$10.75		$13.23		$11.83

Shares outstanding are rounded for presentation purposes.

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

See Notes to Financial Statements

61

Statements of Assets and Liabilities – continued

	MFS Lifetime 2030 Fund			MFS Lifetime 2035 Fund		MFS Lifetime 2040 Fund			MFS Lifetime 2045 Fund		MFS Lifetime 2050 Fund		MFS Lifetime 2055 Fund
Assets
Investments –
Underlying affiliated funds, at value (Identified cost, $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

62

Statements of Assets and Liabilities – continued

	MFS Lifetime 2030 Fund		MFS Lifetime 2035 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2045 Fund		MFS Lifetime 2050 Fund		MFS Lifetime 2055 Fund
Net assets
Class A		$39,929,213		$3,501,854		$25,674,158		$1,402,618		$4,725,931		$428,023
Class B		8,022,460		404,029		4,154,665		325,329		671,024		148,393
Class C		13,790,964		906,967		10,639,299		420,534		1,194,966		493,967
Class I		8,066,840		1,417,333		8,343,848		241,058		840,459		477,267
Class R1		10,816,017		125,745		7,992,587		126,795		566,790		126,915
Class R2		73,434,889		2,717,852		54,916,252		886,754		6,974,603		259,978
Class R3		57,968,676		6,245,935		30,202,497		3,383,047		4,941,077		894,075
Class R4		129,816,592		45,764,672		109,501,417		25,055,656		38,223,624		1,560,343
Total net assets		$341,845,651		$61,084,387		$251,424,723		$31,841,791		$58,138,474		$4,388,961
Shares of beneficial interest outstanding
Class A		2,872,353		282,163		1,821,747		111,786		311,533		34,129
Class B		584,246		32,687		297,179		26,079		44,691		11,861
Class C		1,008,861		73,610		769,161		33,693		79,864		39,664
Class I		577,059		113,918		588,288		19,194		55,526		37,984
Class R1		786,830		10,148		575,903		10,139		37,826		10,144
Class R2		5,326,390		219,361		3,922,708		70,868		463,727		20,745
Class R3		4,178,242		502,663		2,143,711		269,740		327,463		71,278
Class R4		9,301,826		3,679,019		7,725,456		1,995,560		2,526,362		124,187
Total shares of beneficial interest outstanding		24,635,807		4,913,569		17,844,153		2,537,059		3,846,992		349,992
Class A shares
Net asset value per share
(net assets/shares of beneficial interest outstanding)		$13.90		$12.41		$14.09		$12.55		$15.17		$12.54
Offering price per share (100 / 94.25 × net asset value per share)		$14.75		$13.17		$14.95		$13.32		$16.10		$13.31
Class B shares
Net asset value and offering price per share
(net assets/shares of beneficial interest outstanding)		$13.73		$12.36		$13.98		$12.47		$15.01		$12.51
Class C shares
Net asset value and offering price per share
(net assets/shares of beneficial interest outstanding)		$13.67		$12.32		$13.83		$12.48		$14.96		$12.45
Class I shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$13.98		$12.44		$14.18		$12.56		$15.14		$12.57
Class R1 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$13.75		$12.39		$13.88		$12.51		$14.98		$12.51
Class R2 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$13.79		$12.39		$14.00		$12.51		$15.04		$12.53
Class R3 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$13.87		$12.43		$14.09		$12.54		$15.09		$12.54
Class R4 shares
Net asset value, offering price, and redemption price per share
(net assets/shares of beneficial interest outstanding)		$13.96		$12.44		$14.17		$12.56		$15.13		$12.56

Shares outstanding are rounded for presentation purposes.

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

See Notes to Financial Statements

63

Financial Statements

STATEMENTS OF OPERATIONS

Year ended 4/30/14

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

	MFS Lifetime Retirement Income Fund			MFS Lifetime 2010 Fund			MFS Lifetime 2015 Fund			MFS Lifetime 2020 Fund			MFS Lifetime 2025 Fund
Net investment income
Dividends from underlying affiliated funds		$6,862,016			$2,414,959			$838,466			$6,840,695			$1,244,660
Expenses
Distribution and service fees		1,601,015			347,485			18,946			879,993			44,560
Shareholder servicing costs		130,319			79,110			3,569			207,492			6,362
Administrative services fee		17,500			17,500			17,500			17,500			17,500
Independent Trustees’ compensation		9,075			3,175			1,191			9,096			1,598
Custodian fee		28,172			13,904			11,172			21,200			12,216
Shareholder communications		24,983			20,823			3,635			27,004			4,940
Audit and tax fees		34,406			34,365			27,215			34,406			27,215
Legal fees		12,982			11,008			473			3,598			1,000
Registration fees		150,747			99,948			96,030			136,647			101,057
Miscellaneous		21,731			14,773			13,067			20,724			13,432
Total expenses		$2,030,930			$642,091			$192,798			$1,357,660			$229,880
Reduction of expenses by investment adviser and distributor		(429,041	)		(294,329	)		(173,663	)		(477,313	)		(184,863	)
Net expenses		$1,601,889			$347,762			$19,135			$880,347			$45,017
Net investment income		$5,260,127			$2,067,197			$819,331			$5,960,348			$1,199,643
Realized and unrealized gain (loss) on investments
Realized gain (loss) (identified cost basis)
Investments in underlying affiliated funds		$(22,992	)		$30,700			$2,126			$638,198			$(56,003	)
Capital gain distributions from underlying affiliated funds		1,865,257			659,744			257,865			2,992,516			864,263
Net realized gain (loss) on investments		$1,842,265			$690,444			$259,991			$3,630,714			$808,260
Change in unrealized appreciation (depreciation)
on investments		$4,352,194			$1,399,937			$871,233			$12,980,494			$4,699,230
Net realized and unrealized gain (loss) on investments		$6,194,459			$2,090,381			$1,131,224			$16,611,208			$5,507,490
Change in net assets from operations		$11,454,586			$4,157,578			$1,950,555			$22,571,556			$6,707,133

See Notes to Financial Statements

64

Statements of Operations – continued

	MFS Lifetime 2030 Fund			MFS Lifetime 2035 Fund			MFS Lifetime 2040 Fund			MFS Lifetime 2045 Fund			MFS Lifetime 2050 Fund			MFS Lifetime 2055 Fund
Net investment income
Dividends from underlying affiliated funds		$4,525,931			$633,474			$2,574,582			$290,006			$527,924			$30,534
Expenses
Distribution and service fees		824,467			34,932			568,203			16,750			57,873			8,003
Shareholder servicing costs		212,897			6,070			200,034			3,165			31,845			453
Administrative services fee		17,500			17,500			17,500			17,500			17,500			17,500
Independent Trustees’ compensation		5,938			1,526			5,704			1,145			1,203			1,081
Custodian fee		20,057			11,506			17,581			10,576			11,710			9,798
Shareholder communications		27,065			5,353			27,278			5,394			13,177			3,448
Audit and tax fees		34,399			27,215			34,388			27,215			33,817			27,215
Legal fees		2,879			517			2,464			549			407			63
Registration fees		122,411			98,557			122,522			95,370			98,368			92,646
Miscellaneous		19,159			13,159			16,978			12,775			13,244			12,430
Total expenses		$1,286,772			$216,335			$1,012,652			$190,439			$279,144			$172,637
Fees paid indirectly		—			—			(1	)		—			(2	)		—
Reduction of expenses by investment adviser and distributor		(462,384	)		(181,143	)		(444,997	)		(173,675	)		(221,182	)		(164,626	)
Net expenses		$824,388			$35,192			$567,654			$16,764			$57,960			$8,011
Net investment income		$3,701,543			$598,282			$2,006,928			$273,242			$469,964			$22,523
Realized and unrealized gain (loss) on investments
Realized gain (loss) (identified cost basis)
Investments in underlying affiliated funds		$(133,393	)		$(61,531	)		$(172,409	)		$(28,387	)		$(88,941	)		$(10,067	)
Capital gain distributions from underlying affiliated funds		4,521,926			806,011			3,810,725			429,506			780,700			44,568
Net realized gain (loss) on investments		$4,388,533			$744,480			$3,638,316			$401,119			$691,759			$34,501
Change in unrealized appreciation (depreciation)
on investments		$26,344,985			$4,547,693			$22,832,201			$2,410,342			$4,536,720			$245,476
Net realized and unrealized gain (loss) on investments		$30,733,518			$5,292,173			$26,470,517			$2,811,461			$5,228,479			$279,977
Change in net assets from operations		$34,435,061			$5,890,455			$28,477,445			$3,084,703			$5,698,443			$302,500

See Notes to Financial Statements

65

Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS

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

Year ended 4/30/14	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

See Notes to Financial Statements

66

Statements of Changes in Net Assets – continued

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

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

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

See Notes to Financial Statements

67

Financial Statements

FINANCIAL HIGHLIGHTS

MFS LIFETIME RETIREMENT INCOME FUND

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

	Years ended 4/30
Class A	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

See Notes to Financial Statements

68

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

	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

See Notes to Financial Statements

69

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

	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

See Notes to Financial Statements

70

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

	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

See Notes to Financial Statements

71

Financial Highlights – continued

MFS LIFETIME RETIREMENT INCOME FUND – continued

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

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

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

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

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

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

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

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

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

See Notes to Financial Statements

72

Financial Highlights – continued

MFS LIFETIME 2010 FUND

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

	Years ended 4/30
Class A	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.75			$12.15			$12.07			$11.30			$9.51
Income (loss) from investment operations
Net investment income (d)(l)		$0.25			$0.27			$0.34			$0.30			$0.34
Net realized and unrealized gain (loss) on investments		0.23			0.62			0.11			0.78			1.78
Total from investment operations		$0.48			$0.89			$0.45			$1.08			$2.12
Less distributions declared to shareholders
From net investment income		$(0.25	)		$(0.29	)		$(0.37	)		$(0.31	)		$(0.33	)
Net asset value, end of period (x)		$12.98			$12.75			$12.15			$12.07			$11.30
Total return (%) (r)(s)(t)(x)		3.79			7.45			3.90			9.73			22.39
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.52			0.60			0.59			0.62			0.68
Expenses after expense reductions (f)(h)		0.25			0.25			0.25			0.28			0.35
Net investment income (l)		1.96			2.17			2.83			2.59			3.16
Portfolio turnover		18			21			29			29			14
Net assets at end of period (000 omitted)		$20,684			$19,813			$15,843			$12,831			$9,605
	Years ended 4/30
Class B	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.65			$12.07			$11.98			$11.22			$9.44
Income (loss) from investment operations
Net investment income (d)(l)		$0.15			$0.17			$0.24			$0.21			$0.26
Net realized and unrealized gain (loss) on investments		0.23			0.62			0.12			0.78			1.77
Total from investment operations		$0.38			$0.79			$0.36			$0.99			$2.03
Less distributions declared to shareholders
From net investment income		$(0.16	)		$(0.21	)		$(0.27	)		$(0.23	)		$(0.25	)
Net asset value, end of period (x)		$12.87			$12.65			$12.07			$11.98			$11.22
Total return (%) (r)(s)(t)(x)		3.01			6.58			3.09			8.91			21.57
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.27			1.35			1.34			1.37			1.44
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.03			1.10
Net investment income (l)		1.22			1.40			2.04			1.84			2.42
Portfolio turnover		18			21			29			29			14
Net assets at end of period (000 omitted)		$3,177			$3,205			$2,347			$2,764			$2,096

See Notes to Financial Statements

73

Financial Highlights – continued

MFS LIFETIME 2010 FUND – continued

	Years ended 4/30
Class C	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.51			$11.95			$11.87			$11.13			$9.40
Income (loss) from investment operations
Net investment income (d)(l)		$0.15			$0.17			$0.24			$0.21			$0.26
Net realized and unrealized gain (loss) on investments		0.22			0.61			0.11			0.78			1.75
Total from investment operations		$0.37			$0.78			$0.35			$0.99			$2.01
Less distributions declared to shareholders
From net investment income		$(0.15	)		$(0.22	)		$(0.27	)		$(0.25	)		$(0.28	)
Net asset value, end of period (x)		$12.73			$12.51			$11.95			$11.87			$11.13
Total return (%) (r)(s)(t)(x)		3.01			6.56			3.10			8.98			21.44
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.27			1.35			1.34			1.37			1.42
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.03			1.10
Net investment income (l)		1.20			1.41			2.04			1.86			2.42
Portfolio turnover		18			21			29			29			14
Net assets at end of period (000 omitted)		$7,955			$7,882			$5,674			$6,206			$4,243
	Years ended 4/30
Class I	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.82			$12.21			$12.13			$11.35			$9.54
Income (loss) from investment operations
Net investment income (d)(l)		$0.29			$0.30			$0.37			$0.33			$0.37
Net realized and unrealized gain (loss) on investments		0.22			0.63			0.11			0.79			1.79
Total from investment operations		$0.51			$0.93			$0.48			$1.12			$2.16
Less distributions declared to shareholders
From net investment income		$(0.28	)		$(0.32	)		$(0.40	)		$(0.34	)		$(0.35	)
Net asset value, end of period (x)		$13.05			$12.82			$12.21			$12.13			$11.35
Total return (%) (r)(s)(x)		4.02			7.73			4.12			10.01			22.79
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.27			0.35			0.34			0.37			0.44
Expenses after expense reductions (f)(h)		0.00			0.00			0.00			0.03			0.10
Net investment income (l)		2.24			2.41			3.06			2.82			3.45
Portfolio turnover		18			21			29			29			14
Net assets at end of period (000 omitted)		$508			$614			$611			$603			$499

See Notes to Financial Statements

74

Financial Highlights – continued

MFS LIFETIME 2010 FUND – continued

	Years ended 4/30
Class R1	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.52			$11.94			$11.88			$11.14			$9.39
Income (loss) from investment operations
Net investment income (d)(l)		$0.15			$0.17			$0.24			$0.21			$0.26
Net realized and unrealized gain (loss) on investments		0.22			0.62			0.11			0.77			1.75
Total from investment operations		$0.37			$0.79			$0.35			$0.98			$2.01
Less distributions declared to shareholders
From net investment income		$(0.14	)		$(0.21	)		$(0.29	)		$(0.24	)		$(0.26	)
Net asset value, end of period (x)		$12.75			$12.52			$11.94			$11.88			$11.14
Total return (%) (r)(s)(x)		3.01			6.65			3.04			8.92			21.52
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.27			1.35			1.34			1.37			1.43
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.03			1.10
Net investment income (l)		1.19			1.42			2.06			1.86			2.44
Portfolio turnover		18			21			29			29			14
Net assets at end of period (000 omitted)		$4,872			$5,086			$4,879			$4,348			$3,622
	Years ended 4/30
Class R2	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.65			$12.05			$11.98			$11.22			$9.45
Income (loss) from investment operations
Net investment income (d)(l)		$0.22			$0.23			$0.30			$0.27			$0.31
Net realized and unrealized gain (loss) on investments		0.22			0.63			0.11			0.77			1.77
Total from investment operations		$0.44			$0.86			$0.41			$1.04			$2.08
Less distributions declared to shareholders
From net investment income		$(0.21	)		$(0.26	)		$(0.34	)		$(0.28	)		$(0.31	)
Net asset value, end of period (x)		$12.88			$12.65			$12.05			$11.98			$11.22
Total return (%) (r)(s)(x)		3.55			7.18			3.59			9.42			22.11
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.77			0.85			0.84			0.87			0.92
Expenses after expense reductions (f)(h)		0.50			0.50			0.50			0.53			0.60
Net investment income (l)		1.70			1.92			2.56			2.34			2.93
Portfolio turnover		18			21			29			29			14
Net assets at end of period (000 omitted)		$24,523			$22,719			$25,731			$23,777			$22,114

See Notes to Financial Statements

75

Financial Highlights – continued

MFS LIFETIME 2010 FUND – continued

	Years ended 4/30
Class R3	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.77			$12.16			$12.08			$11.30			$9.51
Income (loss) from investment operations
Net investment income (d)(l)		$0.25			$0.26			$0.33			$0.29			$0.34
Net realized and unrealized gain (loss) on investments		0.22			0.64			0.12			0.80			1.78
Total from investment operations		$0.47			$0.90			$0.45			$1.09			$2.12
Less distributions declared to shareholders
From net investment income		$(0.25	)		$(0.29	)		$(0.37	)		$(0.31	)		$(0.33	)
Net asset value, end of period (x)		$12.99			$12.77			$12.16			$12.08			$11.30
Total return (%) (r)(s)(x)		3.74			7.47			3.85			9.74			22.39
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.52			0.60			0.59			0.62			0.69
Expenses after expense reductions (f)(h)		0.25			0.25			0.25			0.28			0.35
Net investment income (l)		1.99			2.14			2.77			2.55			3.19
Portfolio turnover		18			21			29			29			14
Net assets at end of period (000 omitted)		$8,395			$7,348			$7,665			$6,278			$5,536
	Years ended 4/30
Class R4	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.80			$12.19			$12.11			$11.34			$9.53
Income (loss) from investment operations
Net investment income (d)(l)		$0.28			$0.26			$0.36			$0.33			$0.36
Net realized and unrealized gain (loss) on investments		0.24			0.67			0.12			0.78			1.80
Total from investment operations		$0.52			$0.93			$0.48			$1.11			$2.16
Less distributions declared to shareholders
From net investment income		$(0.28	)		$(0.32	)		$(0.40	)		$(0.34	)		$(0.35	)
Net asset value, end of period (x)		$13.04			$12.80			$12.19			$12.11			$11.34
Total return (%) (r)(s)(x)		4.11			7.74			4.12			9.93			22.81
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.27			0.29			0.34			0.37			0.43
Expenses after expense reductions (f)(h)		0.00			0.00			0.00			0.04			0.10
Net investment income (l)		2.22			2.05			3.04			2.84			3.39
Portfolio turnover		18			21			29			29			14
Net assets at end of period (000 omitted)		$42,926			$37,294			$519			$261			$176

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

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

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

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

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

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

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

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

See Notes to Financial Statements

76

Financial Highlights – continued

MFS LIFETIME 2015 FUND

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

Class A	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

See Notes to Financial Statements

77

Financial Highlights – continued

MFS LIFETIME 2015 FUND – continued

Class C	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		0.26			0.39
Total from investment operations		$0.39			$0.47
Less distributions declared to shareholders
From net investment income		$(0.13	)		$(0.05	)
From net realized gain on investments		(0.02	)		—
Total distributions declared to shareholders		$(0.15	)		$(0.05	)
Net asset value, end of period (x)		$10.66			$10.42
Total return (%) (r)(s)(t)(x)		3.77			4.76	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.45			10.43	(a)
Expenses after expense reductions (f)(h)		1.00			1.00	(a)
Net investment income (l)		1.27			1.56	(a)
Portfolio turnover		17			6	(n)
Net assets at end of period (000 omitted)		$410			$106
Class I	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$10.46			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.23			$0.13
Net realized and unrealized gain (loss) on investments		0.27			0.40
Total from investment operations		$0.50			$0.53
Less distributions declared to shareholders
From net investment income		$(0.19	)		$(0.07	)
From net realized gain on investments		(0.02	)		—
Total distributions declared to shareholders		$(0.21	)		$(0.07	)
Net asset value, end of period (x)		$10.75			$10.46
Total return (%) (r)(s)(x)		4.83			5.33	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.47			9.43	(a)
Expenses after expense reductions (f)(h)		0.00			0.00	(a)
Net investment income (l)		2.19			2.55	(a)
Portfolio turnover		17			6	(n)
Net assets at end of period (000 omitted)		$192			$105

See Notes to Financial Statements

78

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MFS LIFETIME 2015 FUND – continued

Class R1	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		$(0.09	)		$(0.05	)
From net realized gain on investments		(0.02	)		—
Total distributions declared to shareholders		$(0.11	)		$(0.05	)
Net asset value, end of period (x)		$10.71			$10.42
Total return (%) (r)(s)(x)		3.83			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)		1.21			1.56	(a)
Portfolio turnover		17			6	(n)
Net assets at end of period (000 omitted)		$109			$105
Class R2	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$10.44			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.18			$0.10
Net realized and unrealized gain (loss) on investments		0.27			0.40
Total from investment operations		$0.45			$0.50
Less distributions declared to shareholders
From net investment income		$(0.17	)		$(0.06	)
From net realized gain on investments		(0.02	)		—
Total distributions declared to shareholders		$(0.19	)		$(0.06	)
Net asset value, end of period (x)		$10.70			$10.44
Total return (%) (r)(s)(x)		4.30			5.04	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.94			9.93	(a)
Expenses after expense reductions (f)(h)		0.50			0.50	(a)
Net investment income (l)		1.74			2.06	(a)
Portfolio turnover		17			6	(n)
Net assets at end of period (000 omitted)		$1,591			$105

See Notes to Financial Statements

79

Financial Highlights – continued

MFS LIFETIME 2015 FUND – continued

Class R3	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$10.44			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.21			$0.09
Net realized and unrealized gain (loss) on investments		0.27			0.42
Total from investment operations		$0.48			$0.51
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			$10.44
Total return (%) (r)(s)(x)		4.58			5.09	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.71			2.85	(a)
Expenses after expense reductions (f)(h)		0.25			0.25	(a)
Net investment income (l)		2.00			1.78	(a)
Portfolio turnover		17			6	(n)
Net assets at end of period (000 omitted)		$3,515			$1,781
Class R4	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)		$0.23			$0.10
Net realized and unrealized gain (loss) on investments		0.28			0.42
Total from investment operations		$0.51			$0.52
Less distributions declared to shareholders
From net investment income		$(0.19	)		$(0.07	)
From net realized gain on investments		(0.02	)		—
Total distributions declared to shareholders		$(0.21	)		$(0.07	)
Net asset value, end of period (x)		$10.75			$10.45
Total return (%) (r)(s)(x)		4.93			5.23	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.46			0.46	(a)
Expenses after expense reductions (f)(h)		0.00			0.00	(a)
Net investment income (l)		2.23			1.93	(a)
Portfolio turnover		17			6	(n)
Net assets at end of period (000 omitted)		$38,679			$27,376

See Notes to Financial Statements

80

Financial Highlights – continued

MFS LIFETIME 2015 FUND – continued

(a) Annualized.

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

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

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

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

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

(n) Not annualized.

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

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

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

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

See Notes to Financial Statements

81

Financial Highlights – continued

MFS LIFETIME 2020 FUND

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

	Years ended 4/30
Class A	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.49			$11.54			$11.61			$10.30			$7.97
Income (loss) from investment operations
Net investment income (d)(l)		$0.25			$0.23			$0.25			$0.20			$0.22
Net realized and unrealized gain (loss) on investments		0.64			0.95			(0.02	)(g)		1.34			2.36
Total from investment operations		$0.89			$1.18			$0.23			$1.54			$2.58
Less distributions declared to shareholders
From net investment income		$(0.22	)		$(0.23	)		$(0.30	)		$(0.23	)		$(0.25	)
Net asset value, end of period (x)		$13.16			$12.49			$11.54			$11.61			$10.30
Total return (%) (r)(s)(t)(x)		7.18			10.34			2.15			15.11			32.47
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.40			0.42			0.43			0.44			0.46
Expenses after expense reductions (f)(h)		0.25			0.25			0.25			0.28			0.35
Net investment income (l)		1.96			1.94			2.27			1.91			2.28
Portfolio turnover		12			15			14			19			9
Net assets at end of period (000 omitted)		$55,682			$39,924			$33,245			$27,869			$20,097
	Years ended 4/30
Class B	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.40			$11.45			$11.52			$10.23			$7.92
Income (loss) from investment operations
Net investment income (d)(l)		$0.14			$0.14			$0.17			$0.12			$0.15
Net realized and unrealized gain (loss) on investments		0.64			0.96			(0.03	)(g)		1.33			2.34
Total from investment operations		$0.78			$1.10			$0.14			$1.45			$2.49
Less distributions declared to shareholders
From net investment income		$(0.12	)		$(0.15	)		$(0.21	)		$(0.16	)		$(0.18	)
Net asset value, end of period (x)		$13.06			$12.40			$11.45			$11.52			$10.23
Total return (%) (r)(s)(t)(x)		6.33			9.65			1.36			14.23			31.53
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.15			1.17			1.18			1.19			1.22
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.03			1.10
Net investment income (l)		1.12			1.19			1.51			1.16			1.55
Portfolio turnover		12			15			14			19			9
Net assets at end of period (000 omitted)		$7,055			$6,777			$5,820			$5,649			$4,418

See Notes to Financial Statements

82

Financial Highlights – continued

MFS LIFETIME 2020 FUND – continued

	Years ended 4/30
Class C	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.27			$11.34			$11.43			$10.16			$7.88
Income (loss) from investment operations
Net investment income (d)(l)		$0.14			$0.14			$0.17			$0.12			$0.15
Net realized and unrealized gain (loss) on investments		0.64			0.94			(0.03	)(g)		1.32			2.32
Total from investment operations		$0.78			$1.08			$0.14			$1.44			$2.47
Less distributions declared to shareholders
From net investment income		$(0.13	)		$(0.15	)		$(0.23	)		$(0.17	)		$(0.19	)
Net asset value, end of period (x)		$12.92			$12.27			$11.34			$11.43			$10.16
Total return (%) (r)(s)(t)(x)		6.36			9.64			1.33			14.27			31.52
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.15			1.17			1.18			1.19			1.21
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.03			1.10
Net investment income (l)		1.13			1.19			1.54			1.17			1.58
Portfolio turnover		12			15			14			19			9
Net assets at end of period (000 omitted)		$18,515			$16,209			$11,862			$9,727			$5,978
	Years ended 4/30
Class I	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.56			$11.59			$11.66			$10.34			$8.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.27			$0.26			$0.28			$0.23			$0.24
Net realized and unrealized gain (loss) on investments		0.66			0.97			(0.03	)(g)		1.34			2.37
Total from investment operations		$0.93			$1.23			$0.25			$1.57			$2.61
Less distributions declared to shareholders
From net investment income		$(0.25	)		$(0.26	)		$(0.32	)		$(0.25	)		$(0.27	)
Net asset value, end of period (x)		$13.24			$12.56			$11.59			$11.66			$10.34
Total return (%) (r)(s)(x)		7.42			10.73			2.38			15.39			32.75
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.15			0.17			0.18			0.19			0.22
Expenses after expense reductions (f)(h)		0.00			0.00			0.00			0.03			0.10
Net investment income (l)		2.10			2.18			2.50			2.19			2.57
Portfolio turnover		12			15			14			19			9
Net assets at end of period (000 omitted)		$2,916			$2,778			$1,948			$1,488			$857

See Notes to Financial Statements

83

Financial Highlights – continued

MFS LIFETIME 2020 FUND – continued

	Years ended 4/30
Class R1	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.39			$11.43			$11.50			$10.20			$7.90
Income (loss) from investment operations
Net investment income (d)(l)		$0.14			$0.14			$0.17			$0.12			$0.14
Net realized and unrealized gain (loss) on investments		0.64			0.96			(0.03	)(g)		1.33			2.34
Total from investment operations		$0.78			$1.10			$0.14			$1.45			$2.48
Less distributions declared to shareholders
From net investment income		$(0.11	)		$(0.14	)		$(0.21	)		$(0.15	)		$(0.18	)
Net asset value, end of period (x)		$13.06			$12.39			$11.43			$11.50			$10.20
Total return (%) (r)(s)(x)		6.35			9.65			1.32			14.26			31.53
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.15			1.18			1.18			1.19			1.22
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.03			1.10
Net investment income (l)		1.12			1.19			1.50			1.14			1.55
Portfolio turnover		12			15			14			19			9
Net assets at end of period (000 omitted)		$7,494			$8,293			$8,804			$9,509			$9,195
	Years ended 4/30
Class R2	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.42			$11.46			$11.54			$10.24			$7.93
Income (loss) from investment operations
Net investment income (d)(l)		$0.21			$0.20			$0.22			$0.18			$0.19
Net realized and unrealized gain (loss) on investments		0.64			0.96			(0.03	)(g)		1.33			2.35
Total from investment operations		$0.85			$1.16			$0.19			$1.51			$2.54
Less distributions declared to shareholders
From net investment income		$(0.19	)		$(0.20	)		$(0.27	)		$(0.21	)		$(0.23	)
Net asset value, end of period (x)		$13.08			$12.42			$11.46			$11.54			$10.24
Total return (%) (r)(s)(x)		6.83			10.21			1.82			14.84			32.13
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.65			0.68			0.68			0.69			0.72
Expenses after expense reductions (f)(h)		0.50			0.50			0.50			0.53			0.60
Net investment income (l)		1.63			1.68			2.02			1.66			2.06
Portfolio turnover		12			15			14			19			9
Net assets at end of period (000 omitted)		$71,178			$65,371			$67,060			$61,509			$49,039

See Notes to Financial Statements

84

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MFS LIFETIME 2020 FUND – continued

	Years ended 4/30
Class R3	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.50			$11.54			$11.62			$10.30			$7.97
Income (loss) from investment operations
Net investment income (d)(l)		$0.24			$0.23			$0.25			$0.20			$0.22
Net realized and unrealized gain (loss) on investments		0.66			0.96			(0.03	)(g)		1.35			2.36
Total from investment operations		$0.90			$1.19			$0.22			$1.55			$2.58
Less distributions declared to shareholders
From net investment income		$(0.22	)		$(0.23	)		$(0.30	)		$(0.23	)		$(0.25	)
Net asset value, end of period (x)		$13.18			$12.50			$11.54			$11.62			$10.30
Total return (%) (r)(s)(x)		7.20			10.46			2.06			15.18			32.47
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.40			0.42			0.43			0.44			0.47
Expenses after expense reductions (f)(h)		0.25			0.25			0.25			0.28			0.35
Net investment income (l)		1.86			1.94			2.27			1.91			2.31
Portfolio turnover		12			15			14			19			9
Net assets at end of period (000 omitted)		$44,145			$41,188			$23,615			$19,344			$15,848
	Years ended 4/30
Class R4	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.55			$11.58			$11.65			$10.34			$7.99
Income (loss) from investment operations
Net investment income (d)(l)		$0.27			$0.27			$0.29			$0.21			$0.24
Net realized and unrealized gain (loss) on investments		0.66			0.96			(0.04	)(g)		1.35			2.38
Total from investment operations		$0.93			$1.23			$0.25			$1.56			$2.62
Less distributions declared to shareholders
From net investment income		$(0.25	)		$(0.26	)		$(0.32	)		$(0.25	)		$(0.27	)
Net asset value, end of period (x)		$13.23			$12.55			$11.58			$11.65			$10.34
Total return (%) (r)(s)(x)		7.42			10.74			2.39			15.29			32.92
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.15			0.16			0.18			0.19			0.21
Expenses after expense reductions (f)(h)		0.00			0.00			0.00			0.05			0.10
Net investment income (l)		2.13			2.21			2.61			2.03			2.54
Portfolio turnover		12			15			14			19			9
Net assets at end of period (000 omitted)		$147,311			$109,518			$1,583			$441			$344

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

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

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

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

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

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

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

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

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

See Notes to Financial Statements

85

Financial Highlights – continued

MFS LIFETIME 2025 FUND

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

Class A	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

See Notes to Financial Statements

86

Financial Highlights – continued

MFS LIFETIME 2025 FUND – continued

Class C	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)		$0.13			$0.07
Net realized and unrealized gain (loss) on investments		0.91			0.84
Total from investment operations		$1.04			$0.91
Less distributions declared to shareholders
From net investment income		$(0.15	)		$(0.08	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.16	)		$(0.08	)
Net asset value, end of period (x)		$11.71			$10.83
Total return (%) (r)(s)(t)(x)		9.65			9.19	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.27			9.16	(a)
Expenses after expense reductions (f)(h)		1.00			1.00	(a)
Net investment income (l)		1.15			1.30	(a)
Portfolio turnover		10			8	(n)
Net assets at end of period (000 omitted)		$1,376			$171
Class I	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$10.87			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.24			$0.12
Net realized and unrealized gain (loss) on investments		0.92			0.85
Total from investment operations		$1.16			$0.97
Less distributions declared to shareholders
From net investment income		$(0.19	)		$(0.10	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.20	)		$(0.10	)
Net asset value, end of period (x)		$11.83			$10.87
Total return (%) (r)(s)(x)		10.72			9.76	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.27			9.11	(a)
Expenses after expense reductions (f)(h)		0.00			0.00	(a)
Net investment income (l)		2.09			2.45	(a)
Portfolio turnover		10			8	(n)
Net assets at end of period (000 omitted)		$443			$110

See Notes to Financial Statements

87

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MFS LIFETIME 2025 FUND – continued

Class R1	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			$0.07
Net realized and unrealized gain (loss) on investments		0.94			0.84
Total from investment operations		$1.04			$0.91
Less distributions declared to shareholders
From net investment income		$(0.08	)		$(0.08	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.09	)		$(0.08	)
Net asset value, end of period (x)		$11.78			$10.83
Total return (%) (r)(s)(x)		9.63			9.19	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.29			10.12	(a)
Expenses after expense reductions (f)(h)		1.00			1.00	(a)
Net investment income (l)		0.85			1.45	(a)
Portfolio turnover		10			8	(n)
Net assets at end of period (000 omitted)		$120			$109
Class R2	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$10.85			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.13			$0.10
Net realized and unrealized gain (loss) on investments		0.97			0.84
Total from investment operations		$1.10			$0.94
Less distributions declared to shareholders
From net investment income		$(0.16	)		$(0.09	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.17	)		$(0.09	)
Net asset value, end of period (x)		$11.78			$10.85
Total return (%) (r)(s)(x)		10.19			9.48	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.76			9.60	(a)
Expenses after expense reductions (f)(h)		0.50			0.50	(a)
Net investment income (l)		1.09			1.95	(a)
Portfolio turnover		10			8	(n)
Net assets at end of period (000 omitted)		$3,799			$121

See Notes to Financial Statements

88

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MFS LIFETIME 2025 FUND – continued

Class R3	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)		$0.19			$0.06
Net realized and unrealized gain (loss) on investments		0.93			0.89
Total from investment operations		$1.12			$0.95
Less distributions declared to shareholders
From net investment income		$(0.17	)		$(0.09	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.18	)		$(0.09	)
Net asset value, end of period (x)		$11.80			$10.86
Total return (%) (r)(s)(x)		10.39			9.62	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.53			1.74	(a)
Expenses after expense reductions (f)(h)		0.25			0.25	(a)
Net investment income (l)		1.70			1.13	(a)
Portfolio turnover		10			8	(n)
Net assets at end of period (000 omitted)		$8,877			$3,065
Class R4	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$10.87			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.21			$0.07
Net realized and unrealized gain (loss) on investments		0.95			0.90
Total from investment operations		$1.16			$0.97
Less distributions declared to shareholders
From net investment income		$(0.19	)		$(0.10	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.20	)		$(0.10	)
Net asset value, end of period (x)		$11.83			$10.87
Total return (%) (r)(s)(x)		10.72			9.76	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.28			0.33	(a)
Expenses after expense reductions (f)(h)		0.00			0.00	(a)
Net investment income (l)		1.88			1.28	(a)
Portfolio turnover		10			8	(n)
Net assets at end of period (000 omitted)		$66,460			$40,552

See Notes to Financial Statements

89

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MFS LIFETIME 2025 FUND – continued

(a) Annualized.

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

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

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

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

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

(n) Not annualized.

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

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

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

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

See Notes to Financial Statements

90

Financial Highlights – continued

MFS LIFETIME 2030 FUND

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

	Years ended 4/30
Class A	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.51			$11.10			$11.39			$9.66			$7.08
Income (loss) from investment operations
Net investment income (d)(l)		$0.17			$0.15			$0.15			$0.11			$0.13
Net realized and unrealized gain (loss) on investments		1.41			1.42			(0.23	)		1.78			2.63
Total from investment operations		$1.58			$1.57			$(0.08	)		$1.89			$2.76
Less distributions declared to shareholders
From net investment income		$(0.19	)		$(0.16	)		$(0.21	)		$(0.16	)		$(0.18	)
Net asset value, end of period (x)		$13.90			$12.51			$11.10			$11.39			$9.66
Total return (%) (r)(s)(t)(x)		12.67			14.24			(0.49	)		19.70			39.08
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.41			0.46			0.47			0.50			0.55
Expenses after expense reductions (f)(h)		0.24			0.25			0.25			0.28			0.35
Net investment income (l)		1.30			1.32			1.40			1.13			1.45
Portfolio turnover		6			13			12			15			6
Net assets at end of period (000 omitted)		$39,929			$26,738			$18,822			$15,665			$9,817
	Years ended 4/30
Class B	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.37			$10.99			$11.27			$9.58			$7.03
Income (loss) from investment operations
Net investment income (d)(l)		$0.07			$0.07			$0.07			$0.04			$0.06
Net realized and unrealized gain (loss) on investments		1.39			1.39			(0.21	)		1.74			2.61
Total from investment operations		$1.46			$1.46			$(0.14	)		$1.78			$2.67
Less distributions declared to shareholders
From net investment income		$(0.10	)		$(0.08	)		$(0.14	)		$(0.09	)		$(0.12	)
Net asset value, end of period (x)		$13.73			$12.37			$10.99			$11.27			$9.58
Total return (%) (r)(s)(t)(x)		11.82			13.39			(1.16	)		18.69			38.07
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.16			1.21			1.22			1.25			1.31
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.03			1.10
Net investment income (l)		0.53			0.60			0.63			0.37			0.72
Portfolio turnover		6			13			12			15			6
Net assets at end of period (000 omitted)		$8,022			$6,347			$4,497			$3,996			$2,911

See Notes to Financial Statements

91

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MFS LIFETIME 2030 FUND – continued

	Years ended 4/30
Class C	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.33			$10.94			$11.24			$9.56			$7.03
Income (loss) from investment operations
Net investment income (d)(l)		$0.07			$0.06			$0.06			$0.04			$0.06
Net realized and unrealized gain (loss) on investments		1.38			1.41			(0.22	)		1.75			2.60
Total from investment operations		$1.45			$1.47			$(0.16	)		$1.79			$2.66
Less distributions declared to shareholders
From net investment income		$(0.11	)		$(0.08	)		$(0.14	)		$(0.11	)		$(0.13	)
Net asset value, end of period (x)		$13.67			$12.33			$10.94			$11.24			$9.56
Total return (%) (r)(s)(t)(x)		11.78			13.48			(1.27	)		18.81			37.90
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.16			1.21			1.22			1.25			1.30
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.02			1.10
Net investment income (l)		0.55			0.57			0.62			0.39			0.70
Portfolio turnover		6			13			12			15			6
Net assets at end of period (000 omitted)		$13,791			$8,949			$6,861			$5,594			$2,495
	Years ended 4/30
Class I	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.58			$11.15			$11.43			$9.70			$7.11
Income (loss) from investment operations
Net investment income (d)(l)		$0.21			$0.18			$0.17			$0.14			$0.16
Net realized and unrealized gain (loss) on investments		1.41			1.43			(0.21	)		1.77			2.63
Total from investment operations		$1.62			$1.61			$(0.04	)		$1.91			$2.79
Less distributions declared to shareholders
From net investment income		$(0.22	)		$(0.18	)		$(0.24	)		$(0.18	)		$(0.20	)
Net asset value, end of period (x)		$13.98			$12.58			$11.15			$11.43			$9.70
Total return (%) (r)(s)(x)		12.90			14.60			(0.17	)		19.85			39.32
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.16			0.21			0.22			0.25			0.32
Expenses after expense reductions (f)(h)		0.00			0.00			0.00			0.03			0.10
Net investment income (l)		1.54			1.60			1.59			1.35			1.79
Portfolio turnover		6			13			12			15			6
Net assets at end of period (000 omitted)		$8,067			$6,207			$4,121			$3,009			$1,958

See Notes to Financial Statements

92

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MFS LIFETIME 2030 FUND – continued

	Years ended 4/30
Class R1	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.39			$10.99			$11.28			$9.57			$7.03
Income (loss) from investment operations
Net investment income (d)(l)		$0.07			$0.07			$0.07			$0.03			$0.07
Net realized and unrealized gain (loss) on investments		1.39			1.41			(0.23	)		1.76			2.60
Total from investment operations		$1.46			$1.48			$(0.16	)		$1.79			$2.67
Less distributions declared to shareholders
From net investment income		$(0.10	)		$(0.08	)		$(0.13	)		$(0.08	)		$(0.13	)
Net asset value, end of period (x)		$13.75			$12.39			$10.99			$11.28			$9.57
Total return (%) (r)(s)(x)		11.79			13.51			(1.26	)		18.76			38.06
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.16			1.21			1.22			1.25			1.31
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.03			1.10
Net investment income (l)		0.56			0.58			0.63			0.35			0.79
Portfolio turnover		6			13			12			15			6
Net assets at end of period (000 omitted)		$10,816			$9,253			$7,355			$6,558			$6,389
	Years ended 4/30
Class R2	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.42			$11.01			$11.30			$9.59			$7.04
Income (loss) from investment operations
Net investment income (d)(l)		$0.14			$0.12			$0.12			$0.09			$0.11
Net realized and unrealized gain (loss) on investments		1.39			1.42			(0.22	)		1.76			2.60
Total from investment operations		$1.53			$1.54			$(0.10	)		$1.85			$2.71
Less distributions declared to shareholders
From net investment income		$(0.16	)		$(0.13	)		$(0.19	)		$(0.14	)		$(0.16	)
Net asset value, end of period (x)		$13.79			$12.42			$11.01			$11.30			$9.59
Total return (%) (r)(s)(x)		12.34			14.05			(0.75	)		19.38			38.63
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.66			0.71			0.72			0.75			0.81
Expenses after expense reductions (f)(h)		0.50			0.50			0.50			0.53			0.60
Net investment income (l)		1.04			1.08			1.14			0.88			1.25
Portfolio turnover		6			13			12			15			6
Net assets at end of period (000 omitted)		$73,435			$59,251			$54,704			$48,253			$36,518

See Notes to Financial Statements

93

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MFS LIFETIME 2030 FUND – continued

	Years ended 4/30
Class R3	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.49			$11.08			$11.37			$9.64			$7.07
Income (loss) from investment operations
Net investment income (d)(l)		$0.18			$0.15			$0.14			$0.11			$0.13
Net realized and unrealized gain (loss) on investments		1.39			1.42			(0.22	)		1.78			2.62
Total from investment operations		$1.57			$1.57			$(0.08	)		$1.89			$2.75
Less distributions declared to shareholders
From net investment income		$(0.19	)		$(0.16	)		$(0.21	)		$(0.16	)		$(0.18	)
Net asset value, end of period (x)		$13.87			$12.49			$11.08			$11.37			$9.64
Total return (%) (r)(s)(x)		12.63			14.26			(0.50	)		19.73			38.99
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.41			0.46			0.47			0.50			0.56
Expenses after expense reductions (f)(h)		0.25			0.25			0.25			0.28			0.35
Net investment income (l)		1.34			1.30			1.36			1.14			1.50
Portfolio turnover		6			13			12			15			6
Net assets at end of period (000 omitted)		$57,969			$35,972			$25,364			$18,169			$13,516
	Years ended 4/30
Class R4	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.56			$11.14			$11.42			$9.69			$7.10
Income (loss) from investment operations
Net investment income (d)(l)		$0.21			$0.20			$0.17			$0.14			$0.14
Net realized and unrealized gain (loss) on investments		1.41			1.40			(0.21	)		1.77			2.65
Total from investment operations		$1.62			$1.60			$(0.04	)		$1.91			$2.79
Less distributions declared to shareholders
From net investment income		$(0.22	)		$(0.18	)		$(0.24	)		$(0.18	)		$(0.20	)
Net asset value, end of period (x)		$13.96			$12.56			$11.14			$11.42			$9.69
Total return (%) (r)(s)(x)		12.93			14.53			(0.17	)		19.87			39.38
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.16			0.19			0.22			0.25			0.29
Expenses after expense reductions (f)(h)		0.00			0.00			0.00			0.03			0.10
Net investment income (l)		1.57			1.72			1.60			1.42			1.64
Portfolio turnover		6			13			12			15			6
Net assets at end of period (000 omitted)		$129,817			$80,692			$902			$702			$278

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

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

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

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

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

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

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

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

See Notes to Financial Statements

94

Financial Highlights – continued

MFS LIFETIME 2035 FUND

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

Class A	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.07			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.16			$0.07
Net realized and unrealized gain (loss) on investments		1.35			1.11
Total from investment operations		$1.51			$1.18
Less distributions declared to shareholders
From net investment income		$(0.16	)		$(0.11	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.17	)		$(0.11	)
Net asset value, end of period (x)		$12.41			$11.07
Total return (%) (r)(s)(t)(x)		13.61			11.89	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.63			6.19	(a)
Expenses after expense reductions (f)(h)		0.24			0.25	(a)
Net investment income (l)		1.33			1.33	(a)
Portfolio turnover		8			3	(n)
Net assets at end of period (000 omitted)		$3,502			$671
Class B	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.05			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.03			$0.05
Net realized and unrealized gain (loss) on investments		1.38			1.09
Total from investment operations		$1.41			$1.14
Less distributions declared to shareholders
From net investment income		$(0.09	)		$(0.09	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.10	)		$(0.09	)
Net asset value, end of period (x)		$12.36			$11.05
Total return (%) (r)(s)(t)(x)		12.75			11.54	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.40			8.13	(a)
Expenses after expense reductions (f)(h)		1.00			1.00	(a)
Net investment income (l)		0.27			0.94	(a)
Portfolio turnover		8			3	(n)
Net assets at end of period (000 omitted)		$404			$186

See Notes to Financial Statements

95

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MFS LIFETIME 2035 FUND – continued

Class C	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.05			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.05			$0.06
Net realized and unrealized gain (loss) on investments		1.36			1.08
Total from investment operations		$1.41			$1.14
Less distributions declared to shareholders
From net investment income		$(0.13	)		$(0.09	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.14	)		$(0.09	)
Net asset value, end of period (x)		$12.32			$11.05
Total return (%) (r)(s)(t)(x)		12.76			11.54	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.37			9.03	(a)
Expenses after expense reductions (f)(h)		1.00			1.00	(a)
Net investment income (l)		0.45			1.11	(a)
Portfolio turnover		8			3	(n)
Net assets at end of period (000 omitted)		$907			$136
Class I	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.09			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.17			$0.11
Net realized and unrealized gain (loss) on investments		1.36			1.09
Total from investment operations		$1.53			$1.20
Less distributions declared to shareholders
From net investment income		$(0.17	)		$(0.11	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.18	)		$(0.11	)
Net asset value, end of period (x)		$12.44			$11.09
Total return (%) (r)(s)(x)		13.80			12.13	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.39			8.23	(a)
Expenses after expense reductions (f)(h)		0.00			0.00	(a)
Net investment income (l)		1.39			2.16	(a)
Portfolio turnover		8			3	(n)
Net assets at end of period (000 omitted)		$1,417			$112

See Notes to Financial Statements

96

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MFS LIFETIME 2035 FUND – continued

Class R1	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.05			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.03			$0.06
Net realized and unrealized gain (loss) on investments		1.38			1.08
Total from investment operations		$1.41			$1.14
Less distributions declared to shareholders
From net investment income		$(0.06	)		$(0.09	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.07	)		$(0.09	)
Net asset value, end of period (x)		$12.39			$11.05
Total return (%) (r)(s)(x)		12.73			11.54	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.41			9.24	(a)
Expenses after expense reductions (f)(h)		1.00			1.00	(a)
Net investment income (l)		0.29			1.17	(a)
Portfolio turnover		8			3	(n)
Net assets at end of period (000 omitted)		$126			$112
Class R2	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.07			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.11			$0.08
Net realized and unrealized gain (loss) on investments		1.36			1.09
Total from investment operations		$1.47			$1.17
Less distributions declared to shareholders
From net investment income		$(0.14	)		$(0.10	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.15	)		$(0.10	)
Net asset value, end of period (x)		$12.39			$11.07
Total return (%) (r)(s)(x)		13.31			11.84	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.87			7.87	(a)
Expenses after expense reductions (f)(h)		0.50			0.50	(a)
Net investment income (l)		0.94			1.50	(a)
Portfolio turnover		8			3	(n)
Net assets at end of period (000 omitted)		$2,718			$320

See Notes to Financial Statements

97

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MFS LIFETIME 2035 FUND – continued

Class R3	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.08			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.13			$0.03
Net realized and unrealized gain (loss) on investments		1.38			1.16
Total from investment operations		$1.51			$1.19
Less distributions declared to shareholders
From net investment income		$(0.15	)		$(0.11	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.16	)		$(0.11	)
Net asset value, end of period (x)		$12.43			$11.08
Total return (%) (r)(s)(x)		13.65			11.98	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.64			1.80	(a)
Expenses after expense reductions (f)(h)		0.25			0.25	(a)
Net investment income (l)		1.10			0.53	(a)
Portfolio turnover		8			3	(n)
Net assets at end of period (000 omitted)		$6,246			$2,431
Class R4	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.08			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.16			$0.03
Net realized and unrealized gain (loss) on investments		1.38			1.16
Total from investment operations		$1.54			$1.19
Less distributions declared to shareholders
From net investment income		$(0.17	)		$(0.11	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.18	)		$(0.11	)
Net asset value, end of period (x)		$12.44			$11.08
Total return (%) (r)(s)(x)		13.90			12.03	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.39			0.47	(a)
Expenses after expense reductions (f)(h)		0.00			0.00	(a)
Net investment income (l)		1.35			0.59	(a)
Portfolio turnover		8			3	(n)
Net assets at end of period (000 omitted)		$45,765			$25,065

See Notes to Financial Statements

98

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MFS LIFETIME 2035 FUND – continued

(a) Annualized.

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

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

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

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

(l) Recognition of net investment income by the fund may be affected by the timing of the declaration of dividends by the underlying affiliated funds in

which the fund invests. The ratios and per share amounts do not include net investment income of the underlying affiliated funds in which the fund invests.

(n) Not annualized.

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

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

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

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

See Notes to Financial Statements

99

Financial Highlights – continued

MFS LIFETIME 2040 FUND

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

	Years ended 4/30
Class A	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.49			$10.96			$11.31			$9.49			$6.90
Income (loss) from investment operations
Net investment income (d)(l)		$0.13			$0.11			$0.10			$0.08			$0.10
Net realized and unrealized gain (loss) on investments		1.64			1.55			(0.27	)		1.88			2.66
Total from investment operations		$1.77			$1.66			$(0.17	)		$1.96			$2.76
Less distributions declared to shareholders
From net investment income		$(0.17	)		$(0.13	)		$(0.18	)		$(0.14	)		$(0.17	)
Net asset value, end of period (x)		$14.09			$12.49			$10.96			$11.31			$9.49
Total return (%) (r)(s)(t)(x)		14.18			15.25			(1.36	)		20.78			40.17
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.45			0.53			0.55			0.59			0.69
Expenses after expense reductions (f)(h)		0.24			0.25			0.25			0.28			0.35
Net investment income (l)		0.97			1.02			0.97			0.85			1.21
Portfolio turnover		8			16			13			14			8
Net assets at end of period (000 omitted)		$25,674			$17,207			$12,700			$10,260			$6,861
	Years ended 4/30
Class B	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.41			$10.90			$11.25			$9.44			$6.88
Income (loss) from investment operations
Net investment income (d)(l)		$0.02			$0.03			$0.02			$0.01			$0.04
Net realized and unrealized gain (loss) on investments		1.62			1.54			(0.27	)		1.87			2.64
Total from investment operations		$1.64			$1.57			$(0.25	)		$1.88			$2.68
Less distributions declared to shareholders
From net investment income		$(0.07	)		$(0.06	)		$(0.10	)		$(0.07	)		$(0.12	)
Net asset value, end of period (x)		$13.98			$12.41			$10.90			$11.25			$9.44
Total return (%) (r)(s)(t)(x)		13.26			14.42			(2.09	)		20.00			39.00
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.20			1.28			1.30			1.34			1.46
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.03			1.10
Net investment income (l)		0.16			0.29			0.21			0.11			0.49
Portfolio turnover		8			16			13			14			8
Net assets at end of period (000 omitted)		$4,155			$3,369			$2,498			$2,244			$1,630

See Notes to Financial Statements

100

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MFS LIFETIME 2040 FUND – continued

	Years ended 4/30
Class C	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.28			$10.79			$11.16			$9.38			$6.85
Income (loss) from investment operations
Net investment income (d)(l)		$0.02			$0.03			$0.03			$0.01			$0.05
Net realized and unrealized gain (loss) on investments		1.61			1.52			(0.28	)		1.85			2.61
Total from investment operations		$1.63			$1.55			$(0.25	)		$1.86			$2.66
Less distributions declared to shareholders
From net investment income		$(0.08	)		$(0.06	)		$(0.12	)		$(0.08	)		$(0.13	)
Net asset value, end of period (x)		$13.83			$12.28			$10.79			$11.16			$9.38
Total return (%) (r)(s)(t)(x)		13.30			14.40			(2.14	)		19.93			38.97
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.20			1.27			1.30			1.34			1.44
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.03			1.10
Net investment income (l)		0.14			0.28			0.26			0.12			0.53
Portfolio turnover		8			16			13			14			8
Net assets at end of period (000 omitted)		$10,639			$8,046			$5,663			$3,597			$2,134
	Years ended 4/30
Class I	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.57			$11.02			$11.37			$9.53			$6.93
Income (loss) from investment operations
Net investment income (d)(l)		$0.16			$0.14			$0.12			$0.11			$0.13
Net realized and unrealized gain (loss) on investments		1.64			1.56			(0.27	)		1.89			2.66
Total from investment operations		$1.80			$1.70			$(0.15	)		$2.00			$2.79
Less distributions declared to shareholders
From net investment income		$(0.19	)		$(0.15	)		$(0.20	)		$(0.16	)		$(0.19	)
Net asset value, end of period (x)		$14.18			$12.57			$11.02			$11.37			$9.53
Total return (%) (r)(s)(x)		14.38			15.61			(1.12	)		21.16			40.38
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.21			0.28			0.30			0.34			0.46
Expenses after expense reductions (f)(h)		0.00			0.00			0.00			0.03			0.10
Net investment income (l)		1.20			1.27			1.19			1.11			1.47
Portfolio turnover		8			16			13			14			8
Net assets at end of period (000 omitted)		$8,344			$5,754			$4,030			$2,972			$2,094

See Notes to Financial Statements

101

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MFS LIFETIME 2040 FUND – continued

	Years ended 4/30
Class R1	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.32			$10.81			$11.18			$9.39			$6.84
Income (loss) from investment operations
Net investment income (d)(l)		$0.03			$0.03			$0.03			$0.01			$0.04
Net realized and unrealized gain (loss) on investments		1.61			1.53			(0.28	)		1.85			2.63
Total from investment operations		$1.64			$1.56			$(0.25	)		$1.86			$2.67
Less distributions declared to shareholders
From net investment income		$(0.08	)		$(0.05	)		$(0.12	)		$(0.07	)		$(0.12	)
Net asset value, end of period (x)		$13.88			$12.32			$10.81			$11.18			$9.39
Total return (%) (r)(s)(x)		13.32			14.44			(2.12	)		19.90			39.08
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.20			1.28			1.30			1.34			1.46
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.03			1.10
Net investment income (l)		0.22			0.24			0.25			0.09			0.48
Portfolio turnover		8			16			13			14			8
Net assets at end of period (000 omitted)		$7,993			$6,368			$5,728			$5,204			$3,759
	Years ended 4/30
Class R2	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.41			$10.89			$11.24			$9.43			$6.87
Income (loss) from investment operations
Net investment income (d)(l)		$0.09			$0.08			$0.07			$0.06			$0.09
Net realized and unrealized gain (loss) on investments		1.63			1.54			(0.27	)		1.87			2.63
Total from investment operations		$1.72			$1.62			$(0.20	)		$1.93			$2.72
Less distributions declared to shareholders
From net investment income		$(0.13	)		$(0.10	)		$(0.15	)		$(0.12	)		$(0.16	)
Net asset value, end of period (x)		$14.00			$12.41			$10.89			$11.24			$9.43
Total return (%) (r)(s)(x)		13.91			14.93			(1.62	)		20.58			39.67
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.70			0.78			0.80			0.84			0.95
Expenses after expense reductions (f)(h)		0.50			0.50			0.50			0.53			0.60
Net investment income (l)		0.67			0.74			0.71			0.63			1.05
Portfolio turnover		8			16			13			14			8
Net assets at end of period (000 omitted)		$54,916			$45,142			$45,458			$38,606			$27,881

See Notes to Financial Statements

102

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MFS LIFETIME 2040 FUND – continued

	Years ended 4/30
Class R3	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.49			$10.96			$11.31			$9.49			$6.90
Income (loss) from investment operations
Net investment income (d)(l)		$0.12			$0.11			$0.10			$0.08			$0.11
Net realized and unrealized gain (loss) on investments		1.65			1.55			(0.27	)		1.88			2.65
Total from investment operations		$1.77			$1.66			$(0.17	)		$1.96			$2.76
Less distributions declared to shareholders
From net investment income		$(0.17	)		$(0.13	)		$(0.18	)		$(0.14	)		$(0.17	)
Net asset value, end of period (x)		$14.09			$12.49			$10.96			$11.31			$9.49
Total return (%) (r)(s)(x)		14.17			15.26			(1.37	)		20.78			40.13
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.45			0.52			0.55			0.59			0.72
Expenses after expense reductions (f)(h)		0.25			0.25			0.25			0.28			0.35
Net investment income (l)		0.91			0.95			0.94			0.86			1.27
Portfolio turnover		8			16			13			14			8
Net assets at end of period (000 omitted)		$30,202			$19,518			$10,073			$7,752			$5,283
	Years ended 4/30
Class R4	2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.56			$11.01			$11.36			$9.53			$6.93
Income (loss) from investment operations
Net investment income (d)(l)		$0.16			$0.18			$0.13			$0.11			$0.13
Net realized and unrealized gain (loss) on investments		1.64			1.52			(0.28	)		1.88			2.66
Total from investment operations		$1.80			$1.70			$(0.15	)		$1.99			$2.79
Less distributions declared to shareholders
From net investment income		$(0.19	)		$(0.15	)		$(0.20	)		$(0.16	)		$(0.19	)
Net asset value, end of period (x)		$14.17			$12.56			$11.01			$11.36			$9.53
Total return (%) (r)(s)(x)		14.39			15.62			(1.12	)		21.05			40.38
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.20			0.24			0.30			0.35			0.46
Expenses after expense reductions (f)(h)		0.00			0.00			0.00			0.03			0.10
Net investment income (l)		1.19			1.50			1.20			1.11			1.51
Portfolio turnover		8			16			13			14			8
Net assets at end of period (000 omitted)		$109,501			$77,285			$771			$499			$234

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

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

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

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

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

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

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

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

See Notes to Financial Statements

103

Financial Highlights – continued

MFS LIFETIME 2045 FUND

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

Class A	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.12			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.13			$0.08
Net realized and unrealized gain (loss) on investments		1.47			1.14
Total from investment operations		$1.60			$1.22
Less distributions declared to shareholders
From net investment income		$(0.16	)		$(0.10	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.17	)		$(0.10	)
Net asset value, end of period (x)		$12.55			$11.12
Total return (%) (r)(s)(t)(x)		14.36			12.30	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.94			7.61	(a)
Expenses after expense reductions (f)(h)		0.22			0.25	(a)
Net investment income (l)		1.10			1.46	(a)
Portfolio turnover		10			5	(n)
Net assets at end of period (000 omitted)		$1,403			$208
Class B	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.09			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.03			$0.05
Net realized and unrealized gain (loss) on investments		1.44			1.13
Total from investment operations		$1.47			$1.18
Less distributions declared to shareholders
From net investment income		$(0.08	)		$(0.09	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.09	)		$(0.09	)
Net asset value, end of period (x)		$12.47			$11.09
Total return (%) (r)(s)(t)(x)		13.27			11.88	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.74			9.69	(a)
Expenses after expense reductions (f)(h)		1.00			1.00	(a)
Net investment income (l)		0.23			0.90	(a)
Portfolio turnover		10			5	(n)
Net assets at end of period (000 omitted)		$325			$143

See Notes to Financial Statements

104

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MFS LIFETIME 2045 FUND – continued

Class C	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.09			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.02			$0.03
Net realized and unrealized gain (loss) on investments		1.45			1.15
Total from investment operations		$1.47			$1.18
Less distributions declared to shareholders
From net investment income		$(0.07	)		$(0.09	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.08	)		$(0.09	)
Net asset value, end of period (x)		$12.48			$11.09
Total return (%) (r)(s)(t)(x)		13.29			11.92	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.74			9.35	(a)
Expenses after expense reductions (f)(h)		1.00			1.00	(a)
Net investment income (l)		0.16			0.49	(a)
Portfolio turnover		10			5	(n)
Net assets at end of period (000 omitted)		$421			$197
Class I	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.13			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.14			$0.11
Net realized and unrealized gain (loss) on investments		1.47			1.12
Total from investment operations		$1.61			$1.23
Less distributions declared to shareholders
From net investment income		$(0.17	)		$(0.10	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.18	)		$(0.10	)
Net asset value, end of period (x)		$12.56			$11.13
Total return (%) (r)(s)(x)		14.46			12.45	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.74			9.30	(a)
Expenses after expense reductions (f)(h)		0.00			0.00	(a)
Net investment income (l)		1.17			2.10	(a)
Portfolio turnover		10			5	(n)
Net assets at end of period (000 omitted)		$241			$112

See Notes to Financial Statements

105

Financial Highlights – continued

MFS LIFETIME 2045 FUND – continued

Class R1	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.10			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.02			$0.06
Net realized and unrealized gain (loss) on investments		1.45			1.13
Total from investment operations		$1.47			$1.19
Less distributions declared to shareholders
From net investment income		$(0.05	)		$(0.09	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.06	)		$(0.09	)
Net asset value, end of period (x)		$12.51			$11.10
Total return (%) (r)(s)(x)		13.28			11.97	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.77			10.30	(a)
Expenses after expense reductions (f)(h)		1.00			1.00	(a)
Net investment income (l)		0.15			1.10	(a)
Portfolio turnover		10			5	(n)
Net assets at end of period (000 omitted)		$127			$112
Class R2	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.11			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.09			$0.08
Net realized and unrealized gain (loss) on investments		1.45			1.13
Total from investment operations		$1.54			$1.21
Less distributions declared to shareholders
From net investment income		$(0.13	)		$(0.10	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.14	)		$(0.10	)
Net asset value, end of period (x)		$12.51			$11.11
Total return (%) (r)(s)(x)		13.89			12.16	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.18			9.80	(a)
Expenses after expense reductions (f)(h)		0.50			0.50	(a)
Net investment income (l)		0.77			1.60	(a)
Portfolio turnover		10			5	(n)
Net assets at end of period (000 omitted)		$887			$112

See Notes to Financial Statements

106

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MFS LIFETIME 2045 FUND – continued

Class R3	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.13			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.12			$0.03
Net realized and unrealized gain (loss) on investments		1.45			1.20
Total from investment operations		$1.57			$1.23
Less distributions declared to shareholders
From net investment income		$(0.15	)		$(0.10	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.16	)		$(0.10	)
Net asset value, end of period (x)		$12.54			$11.13
Total return (%) (r)(s)(x)		14.11			12.40	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.97			3.04	(a)
Expenses after expense reductions (f)(h)		0.25			0.25	(a)
Net investment income (l)		0.97			0.54	(a)
Portfolio turnover		10			5	(n)
Net assets at end of period (000 omitted)		$3,383			$1,253
Class R4	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.13			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.15			$0.02
Net realized and unrealized gain (loss) on investments		1.46			1.21
Total from investment operations		$1.61			$1.23
Less distributions declared to shareholders
From net investment income		$(0.17	)		$(0.10	)
From net realized gain on investments		(0.01	)		—
Total distributions declared to shareholders		$(0.18	)		$(0.10	)
Net asset value, end of period (x)		$12.56			$11.13
Total return (%) (r)(s)(x)		14.46			12.45	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.74			0.88	(a)
Expenses after expense reductions (f)(h)		0.00			0.00	(a)
Net investment income (l)		1.22			0.46	(a)
Portfolio turnover		10			5	(n)
Net assets at end of period (000 omitted)		$25,056			$12,238

See Notes to Financial Statements

107

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MFS LIFETIME 2045 FUND – continued

(a) Annualized.

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

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

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

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

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

(n) Not annualized.

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

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

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

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

See Notes to Financial Statements

108

Financial Highlights – continued

MFS LIFETIME 2050 FUND

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

	Years ended 4/30									Period ended 4/30/11 (c)
Class A	2014			2013			2012
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

	Years ended 4/30									Period ended 4/30/11 (c)
Class B	2014			2013			2012
Net asset value, beginning of period		$13.32			$11.69			$12.06			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.02			$0.03			$0.02			$0.03
Net realized and unrealized gain (loss) on investments		1.74			1.65			(0.26	)		2.13
Total from investment operations		$1.76			$1.68			$(0.24	)		$2.16
Less distributions declared to shareholders
From net investment income		$(0.07	)		$(0.05	)		$(0.11	)		$(0.10	)
From net realized gain on investments		—			—			(0.02	)		—
Total distributions declared to shareholders		$(0.07	)		$(0.05	)		$(0.13	)		$(0.10	)
Net asset value, end of period (x)		$15.01			$13.32			$11.69			$12.06
Total return (%) (r)(s)(t)(x)		13.24			14.41			(1.84	)		21.70	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.51			2.87			6.38			6.80	(a)
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.00	(a)
Net investment income (l)		0.13			0.29			0.16			0.46	(a)
Portfolio turnover		9			14			69			4	(n)
Net assets at end of period (000 omitted)		$671			$446			$329			$172

See Notes to Financial Statements

109

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MFS LIFETIME 2050 FUND – continued

	Years ended 4/30									Period ended 4/30/11 (c)
Class C	2014			2013			2012
Net asset value, beginning of period		$13.30			$11.68			$12.06			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.03			$0.04			$0.03			$0.04
Net realized and unrealized gain (loss) on investments		1.73			1.63			(0.27	)		2.12
Total from investment operations		$1.76			$1.67			$(0.24	)		$2.16
Less distributions declared to shareholders
From net investment income		$(0.10	)		$(0.05	)		$(0.12	)		$(0.10	)
From net realized gain on investments		—			—			(0.02	)		—
Total distributions declared to shareholders		$(0.10	)		$(0.05	)		$(0.14	)		$(0.10	)
Net asset value, end of period (x)		$14.96			$13.30			$11.68			$12.06
Total return (%) (r)(s)(t)(x)		13.25			14.36			(1.79	)		21.70	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.51			2.83			6.49			6.87	(a)
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.00	(a)
Net investment income		0.18			0.30			0.24			0.52	(a)
Portfolio turnover		9			14			69			4	(n)
Net assets at end of period (000 omitted)		$1,195			$468			$267			$167

	Years ended 4/30									Period ended 4/30/11 (c)
Class I	2014			2013			2012
Net asset value, beginning of period		$13.41			$11.75			$12.10			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.17			$0.15			$0.15			$0.11
Net realized and unrealized gain (loss) on investments		1.76			1.66			(0.27	)		2.12
Total from investment operations		$1.93			$1.81			$(0.12	)		$2.23
Less distributions declared to shareholders
From net investment income		$(0.20	)		$(0.15	)		$(0.21	)		$(0.13	)
From net realized gain on investments		—			—			(0.02	)		—
Total distributions declared to shareholders		$(0.20	)		$(0.15	)		$(0.23	)		$(0.13	)
Net asset value, end of period (x)		$15.14			$13.41			$11.75			$12.10
Total return (%) (r)(s)(x)		14.43			15.50			(0.77	)		22.45	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.51			1.85			5.44			5.79	(a)
Expenses after expense reductions (f)(h)		0.00			0.00			0.00			0.00	(a)
Net investment income (l)		1.20			1.21			1.33			1.55	(a)
Portfolio turnover		9			14			69			4	(n)
Net assets at end of period (000 omitted)		$840			$542			$368			$155

See Notes to Financial Statements

110

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MFS LIFETIME 2050 FUND – continued

	Years ended 4/30									Period ended 4/30/11 (c)
Class R1	2014			2013			2012
Net asset value, beginning of period		$13.31			$11.69			$12.06			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.02			$0.05			$0.02			$0.04
Net realized and unrealized gain (loss) on investments		1.74			1.62			(0.26	)		2.12
Total from investment operations		$1.76			$1.67			$(0.24	)		$2.16
Less distributions declared to shareholders
From net investment income		$(0.09	)		$(0.05	)		$(0.11	)		$(0.10	)
From net realized gain on investments		—			—			(0.02	)		—
Total distributions declared to shareholders		$(0.09	)		$(0.05	)		$(0.13	)		$(0.10	)
Net asset value, end of period (x)		$14.98			$13.31			$11.69			$12.06
Total return (%) (r)(s)(x)		13.24			14.38			(1.81	)		21.70	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.51			2.87			6.47			7.00	(a)
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.00	(a)
Net investment income (l)		0.16			0.38			0.21			0.58	(a)
Portfolio turnover		9			14			69			4	(n)
Net assets at end of period (000 omitted)		$567			$250			$182			$122

	Years ended 4/30									Period ended 4/30/11 (c)
Class R2	2014			2013			2012
Net asset value, beginning of period		$13.34			$11.71			$12.08			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.10			$0.10			$0.07			$0.07
Net realized and unrealized gain (loss) on investments		1.75			1.63			(0.25	)		2.13
Total from investment operations		$1.85			$1.73			$(0.18	)		$2.20
Less distributions declared to shareholders
From net investment income		$(0.15	)		$(0.10	)		$(0.17	)		$(0.12	)
From net realized gain on investments		—			—			(0.02	)		—
Total distributions declared to shareholders		$(0.15	)		$(0.10	)		$(0.19	)		$(0.12	)
Net asset value, end of period (x)		$15.04			$13.34			$11.71			$12.08
Total return (%) (r)(s)(x)		13.87			14.88			(1.28	)		22.07	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.01			2.27			5.96			6.50	(a)
Expenses after expense reductions (f)(h)		0.50			0.50			0.50			0.50	(a)
Net investment income (l)		0.67			0.81			0.66			1.08	(a)
Portfolio turnover		9			14			69			4	(n)
Net assets at end of period (000 omitted)		$6,975			$3,282			$1,627			$122

See Notes to Financial Statements

111

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MFS LIFETIME 2050 FUND – continued

	Years ended 4/30									Period ended 4/30/11 (c)
Class R3	2014			2013			2012
Net asset value, beginning of period		$13.37			$11.73			$12.09			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.13			$0.12			$0.09			$0.09
Net realized and unrealized gain (loss) on investments		1.77			1.65			(0.24	)		2.12
Total from investment operations		$1.90			$1.77			$(0.15	)		$2.21
Less distributions declared to shareholders
From net investment income		$(0.18	)		$(0.13	)		$(0.19	)		$(0.12	)
From net realized gain on investments		—			—			(0.02	)		—
Total distributions declared to shareholders		$(0.18	)		$(0.13	)		$(0.21	)		$(0.12	)
Net asset value, end of period (x)		$15.09			$13.37			$11.73			$12.09
Total return (%) (r)(s)(x)		14.19			15.17			(1.04	)		22.26	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.76			1.82			5.30			6.17	(a)
Expenses after expense reductions (f)(h)		0.25			0.25			0.25			0.25	(a)
Net investment income (l)		0.90			0.95			0.79			1.28	(a)
Portfolio turnover		9			14			69			4	(n)
Net assets at end of period (000 omitted)		$4,941			$2,694			$585			$144

	Years ended 4/30									Period ended 4/30/11 (c)
Class R4	2014			2013			2012
Net asset value, beginning of period		$13.40			$11.75			$12.10			$10.00
Income (loss) from investment operations
Net investment income (d)		$0.18			$0.19			$0.13			$0.11
Net realized and unrealized gain (loss) on investments		1.75			1.61			(0.25	)		2.12
Total from investment operations		$1.93			$1.80			$(0.12	)		$2.23
Less distributions declared to shareholders
From net investment income		$(0.20	)		$(0.15	)		$(0.21	)		$(0.13	)
From net realized gain on investments		—			—			(0.02	)		—
Total distributions declared to shareholders		$(0.20	)		$(0.15	)		$(0.23	)		$(0.13	)
Net asset value, end of period (x)		$15.13			$13.40			$11.75			$12.10
Total return (%) (r)(s)(x)		14.44			15.41			(0.77	)		22.45	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.51			0.93			5.50			6.00	(a)
Expenses after expense reductions (f)(h)		0.00			0.00			0.00			0.00	(a)
Net investment income		1.22			1.51			1.19			1.58	(a)
Portfolio turnover		9			14			69			4	(n)
Net assets at end of period (000 omitted)		$38,224			$19,646			$138			$122

See Notes to Financial Statements

112

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MFS LIFETIME 2050 FUND – continued

(a) Annualized.

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

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

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

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

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

(n) Not annualized.

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

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

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

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

See Notes to Financial Statements

113

Financial Highlights – continued

MFS LIFETIME 2055 FUND

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

Class A	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.12			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.12			$0.09
Net realized and unrealized gain (loss) on investments		1.45			1.14
Total from investment operations		$1.57			$1.23
Less distributions declared to shareholders
From net investment income		$(0.13	)		$(0.11	)
From net realized gain on investments		(0.02	)		—
Total distributions declared to shareholders		$(0.15	)		$(0.11	)
Net asset value, end of period (x)		$12.54			$11.12
Total return (%) (r)(s)(t)(x)		14.17			12.40	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		7.18			12.11	(a)
Expenses after expense reductions (f)(h)		0.25			0.25	(a)
Net investment income (l)		0.97			1.74	(a)
Portfolio turnover		20			3	(n)
Net assets at end of period (000 omitted)		$428			$143

Class B	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.09			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.01			$0.06
Net realized and unrealized gain (loss) on investments		1.46			1.13
Total from investment operations		$1.47			$1.19
Less distributions declared to shareholders
From net investment income		$(0.03	)		$(0.10	)
From net realized gain on investments		(0.02	)		—
Total distributions declared to shareholders		$(0.05	)		$(0.10	)
Net asset value, end of period (x)		$12.51			$11.09
Total return (%) (r)(s)(t)(x)		13.34			11.96	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		8.83			13.29	(a)
Expenses after expense reductions (f)(h)		1.00			1.00	(a)
Net investment income (l)		0.11			1.10	(a)
Portfolio turnover		20			3	(n)
Net assets at end of period (000 omitted)		$148			$112

See Notes to Financial Statements

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Financial Highlights – continued

MFS LIFETIME 2055 FUND – continued

Class C	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.09			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.06			$0.05
Net realized and unrealized gain (loss) on investments		1.41			1.14
Total from investment operations		$1.47			$1.19
Less distributions declared to shareholders
From net investment income		$(0.09	)		$(0.10	)
From net realized gain on investments		(0.02	)		—
Total distributions declared to shareholders		$(0.11	)		$(0.10	)
Net asset value, end of period (x)		$12.45			$11.09
Total return (%) (r)(s)(t)(x)		13.32			11.96	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		7.52			13.05	(a)
Expenses after expense reductions (f)(h)		1.00			1.00	(a)
Net investment income (l)		0.46			1.03	(a)
Portfolio turnover		20			3	(n)
Net assets at end of period (000 omitted)		$494			$129

Class I	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.13			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.14			$0.11
Net realized and unrealized gain (loss) on investments		1.47			1.13
Total from investment operations		$1.61			$1.24
Less distributions declared to shareholders
From net investment income		$(0.15	)		$(0.11	)
From net realized gain on investments		(0.02	)		—
Total distributions declared to shareholders		$(0.17	)		$(0.11	)
Net asset value, end of period (x)		$12.57			$11.13
Total return (%) (r)(s)(x)		14.50			12.55	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		6.45			12.29	(a)
Expenses after expense reductions (f)(h)		0.00			0.00	(a)
Net investment income (l)		1.13			2.10	(a)
Portfolio turnover		20			3	(n)
Net assets at end of period (000 omitted)		$477			$113

See Notes to Financial Statements

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Financial Highlights – continued

MFS LIFETIME 2055 FUND – continued

Class R1	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.09			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.02			$0.06
Net realized and unrealized gain (loss) on investments		1.45			1.13
Total from investment operations		$1.47			$1.19
Less distributions declared to shareholders
From net investment income		$(0.03	)		$(0.10	)
From net realized gain on investments		(0.02	)		—
Total distributions declared to shareholders		$(0.05	)		$(0.10	)
Net asset value, end of period (x)		$12.51			$11.09
Total return (%) (r)(s)(x)		13.34			11.96	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		8.98			13.29	(a)
Expenses after expense reductions (f)(h)		1.00			1.00	(a)
Net investment income (l)		0.15			1.10	(a)
Portfolio turnover		20			3	(n)
Net assets at end of period (000 omitted)		$127			$112

Class R2	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.11			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.07			$0.08
Net realized and unrealized gain (loss) on investments		1.47			1.13
Total from investment operations		$1.54			$1.21
Less distributions declared to shareholders
From net investment income		$(0.10	)		$(0.10	)
From net realized gain on investments		(0.02	)		—
Total distributions declared to shareholders		$(0.12	)		$(0.10	)
Net asset value, end of period (x)		$12.53			$11.11
Total return (%) (r)(s)(x)		13.88			12.25	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		7.83			12.78	(a)
Expenses after expense reductions (f)(h)		0.50			0.50	(a)
Net investment income (l)		0.60			1.60	(a)
Portfolio turnover		20			3	(n)
Net assets at end of period (000 omitted)		$260			$112

See Notes to Financial Statements

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Financial Highlights – continued

MFS LIFETIME 2055 FUND – continued

Class R3	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.12			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.12			$0.07
Net realized and unrealized gain (loss) on investments		1.45			1.16
Total from investment operations		$1.57			$1.23
Less distributions declared to shareholders
From net investment income		$(0.13	)		$(0.11	)
From net realized gain on investments		(0.02	)		—
Total distributions declared to shareholders		$(0.15	)		$(0.11	)
Net asset value, end of period (x)		$12.54			$11.12
Total return (%) (r)(s)(x)		14.18			12.40	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		7.04			11.17	(a)
Expenses after expense reductions (f)(h)		0.25			0.25	(a)
Net investment income (l)		0.97			1.42	(a)
Portfolio turnover		20			3	(n)
Net assets at end of period (000 omitted)		$894			$239

Class R4	Year ended 4/30/14			Period ended 4/30/13 (c)
Net asset value, beginning of period		$11.13			$10.00
Income (loss) from investment operations
Net investment income (d)(l)		$0.15			$0.10
Net realized and unrealized gain (loss) on investments		1.45			1.14
Total from investment operations		$1.60			$1.24
Less distributions declared to shareholders
From net investment income		$(0.15	)		$(0.11	)
From net realized gain on investments		(0.02	)		—
Total distributions declared to shareholders		$(0.17	)		$(0.11	)
Net asset value, end of period (x)		$12.56			$11.13
Total return (%) (r)(s)(x)		14.41			12.55	(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		5.94			11.79	(a)
Expenses after expense reductions (f)(h)		0.00			0.00	(a)
Net investment income (l)		1.24			1.98	(a)
Portfolio turnover		20			3	(n)
Net assets at end of period (000 omitted)		$1,560			$147

See Notes to Financial Statements

117

Financial Highlights – continued

MFS LIFETIME 2055 FUND – continued

(a) Annualized.

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

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

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

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

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

(n) Not annualized.

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

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

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

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

See Notes to Financial Statements

118

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

(2) Significant Accounting Policies

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

119

Notes to Financial Statements – continued

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.

120

Notes to Financial Statements – continued

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

	Level 1		Level 2		Level 3		Total
MFS Lifetime Retirement Income Fund
Investments at Value
Mutual Funds		$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

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.

121

Notes to Financial Statements – continued

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

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

Fees Paid Indirectly – Each fund’s custody fee may be reduced according to an arrangement that measures the value of cash deposited with the custodian by the fund. This amount, for the 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:

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		MFS Lifetime 2030 Fund
Ordinary income (including any short-term capital gains)		$5,938,764		$2,050,051		$772,271		$5,530,035		$1,210,081		$4,250,110
Long-term capital gains		228,235		—		—		—		615		—
Total distributions		$6,166,999		$2,050,051		$772,271		$5,530,035		$1,210,696		$4,250,110

Year ended 4/30/14	MFS Lifetime 2035 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2045 Fund		MFS Lifetime 2050 Fund		MFS Lifetime 2055 Fund
Ordinary income (including any short-term capital gains)		$731,047		$2,760,025		$360,031		$610,024		$33,001
Long-term capital gains		7,533		—		5,018		—		3,002
Total distributions		$738,580		$2,760,025		$365,049		$610,024		$36,003

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

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

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

122

Notes to Financial Statements – continued

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

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	)		—			—			—			—			—

As of 4/30/14	MFS Lifetime 2035 Fund			MFS Lifetime 2040 Fund			MFS Lifetime 2045 Fund			MFS Lifetime 2050 Fund			MFS Lifetime 2055 Fund
Cost of investments		$55,414,687			$200,457,686			$28,827,878			$50,983,991			$4,073,054
Gross appreciation		$5,784,474			$51,161,978			$3,056,384			$7,231,840			$328,673
Gross depreciation		(95,612	)		(49,841	)		(34,802	)		(49,318	)		(67	)
Net unrealized appreciation (depreciation)		$5,688,862			$51,112,137			$3,021,582			$7,182,522			$328,606
Undistributed ordinary income		105,944			149,281			40,497			51,550			2,499
Undistributed long-term capital gain		590,783			307,372			311,867			492,789			31,527

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:

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	)

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:

From net investment income

	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

123

Notes to Financial Statements – continued

	MFS Lifetime 2020 Fund		MFS Lifetime 2025 Fund		MFS Lifetime 2030 Fund
	Year ended 4/30/14	Year ended 4/30/13	Year ended 4/30/14	Period ended 4/30/13 (c)	Year ended 4/30/14	Year ended 4/30/13
Class A	$922,617	$697,495	$55,556	$1,029	$480,700	$298,090
Class B	67,385	77,294	5,900	821	56,331	41,011
Class C	173,751	189,863	12,449	821	100,775	51,670
Class I	49,840	49,784	5,763	982	116,553	74,610
Class R1	71,136	93,358	794	821	78,911	53,253
Class R2	999,424	1,082,409	12,892	902	829,877	601,024
Class R3	719,161	597,509	119,838	942	760,147	370,086
Class R4	2,526,721	1,012,249	916,864	982	1,826,816	610,261
Total	$5,530,035	$3,799,961	$1,130,056	$7,300	$4,250,110	$2,100,005
	MFS Lifetime 2035 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2045 Fund
	Year ended 4/30/14	Period ended 4/30/13 (c)	Year ended 4/30/14	Year ended 4/30/13	Year ended 4/30/14	Year ended 4/30/13 (c)
Class A	$45,913	$2,428	$283,925	$157,502	$11,868	$998
Class B	2,413	949	21,341	14,564	1,828	964
Class C	7,556	949	59,770	34,394	1,718	1,485
Class I	15,942	1,112	105,159	62,423	2,309	1,038
Class R1	593	949	47,452	23,598	547	874
Class R2	26,535	1,030	516,353	342,547	5,187	956
Class R3	62,307	1,071	323,525	132,349	31,972	997
Class R4	548,775	1,112	1,402,500	537,629	289,590	1,038
Total	$710,034	$9,600	$2,760,025	$1,305,006	$345,019	$8,350
	MFS Lifetime 2050 Fund		MFS Lifetime 2055 Fund
	Year ended 4/30/14	Year ended 4/30/13	Year ended 4/30/14	Year ended 4/30/13 (c)
Class A	$45,519	$12,551	$3,293	$1,084
Class B	2,738	1,637	351	962
Class C	5,565	1,669	2,813	962
Class I	10,416	4,408	2,613	1,125
Class R1	2,481	1,232	345	962
Class R2	51,316	20,817	1,129	1,044
Class R3	46,435	12,654	6,682	1,085
Class R4	445,554	123,936	12,773	1,126
Total	$610,024	$178,904	$29,999	$8,350

From net realized gain on investments

	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

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

124

Notes to Financial Statements – continued

(3) Transactions with Affiliates

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

The investment adviser has agreed in writing to pay all of each fund’s operating expenses, exclusive of distribution and service 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:

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
$425,878	$293,869	$173,595	$474,396	$184,601	$459,867
MFS Lifetime 2035 Fund	MFS Lifetime 2040 Fund	MFS Lifetime 2045 Fund	MFS Lifetime 2050 Fund	MFS Lifetime 2055 Fund
$180,876	$442,992	$173,387	$220,981	$164,620

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. Accordingly, the expense ratio for each fund reflects only those fees and expenses borne directly by each fund.

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

MFS Lifetime Retirement Income Fund	MFS Lifetime 2010 Fund	MFS Lifetime 2015 Fund	MFS Lifetime 2020 Fund	MFS Lifetime 2025 Fund	MFS Lifetime 2030 Fund
$148,373	$4,313	$1,982	$24,265	$8,993	$28,412
MFS Lifetime 2035 Fund	MFS Lifetime 2040 Fund	MFS Lifetime 2045 Fund	MFS Lifetime 2050 Fund	MFS Lifetime 2055 Fund
$8,623	$20,646	$4,958	$6,984	$776

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.

Distribution Plan Fee Table:

	CLASS A
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Retirement Income Fund		—		0.25%		0.25%		0.25%		$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

125

Notes to Financial Statements – continued

	CLASS B
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Retirement Income Fund		0.75%		0.25%		1.00%		1.00%		$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

126

Notes to Financial Statements – continued

	CLASS R3
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Retirement Income Fund		—		0.25%		0.25%		0.25%		$35,407
MFS Lifetime 2010 Fund		—		0.25%		0.25%		0.25%		21,967
MFS Lifetime 2015 Fund		—		0.25%		0.25%		0.25%		7,398
MFS Lifetime 2020 Fund		—		0.25%		0.25%		0.25%		108,994
MFS Lifetime 2025 Fund		—		0.25%		0.25%		0.25%		17,147
MFS Lifetime 2030 Fund		—		0.25%		0.25%		0.25%		120,702
MFS Lifetime 2035 Fund		—		0.25%		0.25%		0.25%		11,252
MFS Lifetime 2040 Fund		—		0.25%		0.25%		0.25%		62,218
MFS Lifetime 2045 Fund		—		0.25%		0.25%		0.25%		6,085
MFS Lifetime 2050 Fund		—		0.25%		0.25%		0.25%		9,364
MFS Lifetime 2055 Fund		—		0.25%		0.25%		0.25%		1,404

	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
Total Distribution and Service Fees		$1,601,015		$347,485		$18,946		$879,993		$44,560		$824,467
	MFS Lifetime 2035 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2045 Fund		MFS Lifetime 2050 Fund		MFS Lifetime 2055 Fund
Total Distribution and Service Fees		$34,932		$568,203		$16,750		$57,873		$8,003

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

(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended April 30, 2014 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the year ended April 30, 2014, these rebates amounted to the following, and are included in the reduction of total expenses in the Statements of Operations:

	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2025 Fund		MFS Lifetime 2030 Fund
Class A		$2,490		$240		$1,667		$146		$1,854
Class B		17		—		225		—		14
Class C		57		—		5		—		89
Class R2		—		8		77		—		20
Class R3		—		—		326		—		—
	MFS Lifetime 2035 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2045 Fund		MFS Lifetime 2050 Fund		MFS Lifetime 2055 Fund
Class A		$187		$1,551		$247		$107		$2
Class B		—		14		—		16		—
Class C		—		3		—		—		—
Class R2		—		19		—		—		—
Class R3		—		6		—		—		—

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:

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

127

Notes to Financial Statements – continued

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:

MFS Lifetime Retirement Income Fund	MFS Lifetime 2010 Fund	MFS Lifetime 2015 Fund	MFS Lifetime 2020 Fund	MFS Lifetime 2025 Fund	MFS Lifetime 2030 Fund
0.0056%	0.0160%	0.0465%	0.0055%	0.0266%	0.0060%
MFS Lifetime 2035 Fund	MFS Lifetime 2040 Fund	MFS Lifetime 2045 Fund	MFS Lifetime 2050 Fund	MFS Lifetime 2055 Fund
0.0378%	0.0080%	0.0738%	0.0400%	0.7039%

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 Lifetime Retirement Income Fund	MFS Lifetime 2010 Fund	MFS Lifetime 2015 Fund	MFS Lifetime 2020 Fund	MFS Lifetime 2025 Fund	MFS Lifetime 2030 Fund
$1,729	$618	$204	$1,783	$349	$1,581
MFS Lifetime 2035 Fund	MFS Lifetime 2040 Fund	MFS Lifetime 2045 Fund	MFS Lifetime 2050 Fund	MFS Lifetime 2055 Fund
$243	$1,198	$123	$231	$12

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:

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
$599	$212	$68	$617	$116	$540
MFS Lifetime 2035 Fund	MFS Lifetime 2040 Fund	MFS Lifetime 2045 Fund	MFS Lifetime 2050 Fund	MFS Lifetime 2055 Fund
$80	$412	$41	$78	$4

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.

128

Notes to Financial Statements – continued

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

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

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

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.

(4) Portfolio Securities

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

	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2015 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2025 Fund		MFS Lifetime 2030 Fund
Purchases		$79,600,357		$23,845,443		$20,429,058		$77,910,437		$40,968,078		$89,159,075
Sales		$32,513,667		$19,410,295		$6,179,611		$37,132,589		$6,515,262		$15,978,719
	MFS Lifetime 2035 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2045 Fund		MFS Lifetime 2050 Fund		MFS Lifetime 2055 Fund
Purchases		$29,998,914		$56,697,196		$16,603,507		$26,962,627		$3,439,018
Sales		$3,873,626		$16,853,569		$2,259,680		$3,837,297		$487,230

129

Notes to Financial Statements – continued

(5) Shares of Beneficial Interest

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

	MFS Lifetime Retirement Income Fund												MFS Lifetime 2010 Fund
	Year ended 4/30/14						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

130

Notes to Financial Statements – continued

	MFS Lifetime 2015 Fund												MFS Lifetime 2020 Fund
	Year ended 4/30/14						Period ended 4/30/13 (c)						Year ended 4/30/14						Year ended 4/30/13
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold
Class A		125,302			$1,317,443			21,036			$212,182			1,887,773			$24,316,726			815,346			$9,644,293
Class B		2,745			28,737			10,002			100,026			107,388			1,357,923			133,239			1,562,160
Class C		31,056			323,569			10,081			100,842			530,336			6,647,327			475,738			5,516,995
Class I		7,612			81,074			10,000			100,001			35,678			461,864			61,954			734,201
Class R1		—			—			10,000			100,000			125,447			1,586,600			164,126			1,914,134
Class R2		205,716			2,162,431			10,000			100,000			1,565,123			19,830,845			1,555,995			18,300,912
Class R3		214,090			2,228,921			170,814			1,753,335			1,355,894			17,174,344			2,017,098			23,985,143
Class R4		1,423,861			14,971,481			2,718,183			27,788,747			3,551,760			45,396,725			9,172,201			110,594,225
		2,010,382			$21,113,656			2,960,116			$30,255,133			9,159,399			$116,772,354			14,395,697			$172,252,063
Shares issued to shareholders in reinvestment of distributions
Class A		1,646			$17,322			112			$1,119			68,742			$886,776			56,935			$670,119
Class B		136			1,426			54			536			4,958			63,661			6,087			71,343
Class C		467			4,895			54			537			10,192			129,444			11,389			131,997
Class I		201			2,117			70			698			3,753			48,670			4,025			47,621
Class R1		103			1,075			53			537			5,540			71,136			7,973			93,358
Class R2		1,578			16,568			62			617			75,139			964,787			89,580			1,048,983
Class R3		5,700			59,905			66			658			55,663			719,161			50,722			597,509
Class R4		63,153			664,999			70			698			194,963			2,526,721			85,711			1,012,249
		72,984			$768,307			541			$5,400			418,950			$5,410,356			312,422			$3,673,179
Shares reacquired
Class A		(7,234	)		$(75,638	)		—			$—			(921,482	)		$(11,742,252	)		(558,837	)		$(6,606,776	)
Class B		(252	)		(2,648	)		—			—			(118,751	)		(1,508,309	)		(100,921	)		(1,184,087	)
Class C		(3,168	)		(33,627	)		(1	)		(15	)		(428,429	)		(5,344,906	)		(211,804	)		(2,483,546	)
Class I		—			—			—			—			(40,406	)		(516,579	)		(12,827	)		(151,053	)
Class R1		—			—			—			—			(226,543	)		(2,871,416	)		(272,782	)		(3,175,867	)
Class R2		(68,676	)		(715,356	)		—			—			(1,464,511	)		(18,526,464	)		(2,231,550	)		(26,186,109	)
Class R3		(62,463	)		(661,223	)		(334	)		(3,490	)		(1,355,591	)		(17,303,858	)		(818,791	)		(9,705,724	)
Class R4		(505,999	)		(5,332,003	)		(99,613	)		(1,024,493	)		(1,338,504	)		(17,173,497	)		(667,445	)		(8,066,274	)
		(647,792	)		$(6,820,495	)		(99,948	)		$(1,027,998	)		(5,894,217	)		$(74,987,281	)		(4,874,957	)		$(57,559,436	)
Net change
Class A		119,714			$1,259,127			21,148			$213,301			1,035,033			$13,461,250			313,444			$3,707,636
Class B		2,629			27,515			10,056			100,562			(6,405	)		(86,725	)		38,405			449,416
Class C		28,355			294,837			10,134			101,364			112,099			1,431,865			275,323			3,165,446
Class I		7,813			83,191			10,070			100,699			(975	)		(6,045	)		53,152			630,769
Class R1		103			1,075			10,053			100,537			(95,556	)		(1,213,680	)		(100,683	)		(1,168,375	)
Class R2		138,618			1,463,643			10,062			100,617			175,751			2,269,168			(585,975	)		(6,836,214	)
Class R3		157,327			1,627,603			170,546			1,750,503			55,966			589,647			1,249,029			14,876,928
Class R4		981,015			10,304,477			2,618,640			26,764,952			2,408,219			30,749,949			8,590,467			103,540,200
		1,435,574			$15,061,468			2,860,709			$29,232,535			3,684,132			$47,195,429			9,833,162			$118,365,806

131

Notes to Financial Statements – continued

	MFS Lifetime 2025 Fund												MFS Lifetime 2030 Fund
	Year ended 4/30/14						Period ended 4/30/13 (c)						Year ended 4/30/14						Year ended 4/30/13
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold
Class A		400,266			$4,529,518			51,057			$523,561			1,012,043			$13,449,152			691,345			$7,945,437
Class B		37,532			424,399			31,648			324,798			130,950			1,713,094			144,633			1,609,210
Class C		119,239			1,360,549			15,706			160,210			485,101			6,340,207			284,757			3,206,067
Class I		26,830			305,731			10,000			100,001			150,235			1,993,092			249,840			2,900,065
Class R1		—			—			10,000			100,000			229,083			3,020,981			231,343			2,643,066
Class R2		350,781			4,019,846			11,040			111,178			1,859,371			24,448,595			1,528,713			17,350,065
Class R3		543,622			6,081,974			285,441			3,010,091			1,875,435			24,648,600			1,184,110			13,705,291
Class R4		2,273,922			25,789,783			3,874,752			40,624,890			3,796,301			50,094,240			6,826,778			79,938,983
		3,752,192			$42,511,800			4,289,644			$44,954,729			9,538,519			$125,707,961			11,141,519			$129,298,184
Shares issued to shareholders in reinvestment of distributions
Class A		4,992			$57,851			103			$1,029			32,602			$445,665			24,534			$280,177
Class B		570			6,586			82			821			4,000			54,164			3,523			39,883
Class C		1,148			13,227			82			821			5,458			73,579			3,007			33,923
Class I		532			6,166			98			982			8,444			116,016			6,440			73,864
Class R1		80			927			82			821			5,824			78,911			4,700			53,253
Class R2		1,206			13,955			90			902			59,729			810,520			52,144			591,309
Class R3		11,136			128,959			94			942			55,729			760,147			32,464			370,086
Class R4		84,557			980,866			98			982			133,247			1,826,816			53,298			610,261
		104,221			$1,208,537			729			$7,300			305,033			$4,165,818			180,110			$2,052,756
Shares reacquired
Class A		(81,384	)		$(953,106	)		(16,139	)		$(159,146	)		(308,818	)		$(4,074,952	)		(275,083	)		$(3,146,344	)
Class B		(5,604	)		(62,528	)		(17	)		(185	)		(63,611	)		(839,232	)		(44,435	)		(501,978	)
Class C		(18,683	)		(216,205	)		(8	)		(83	)		(207,582	)		(2,715,681	)		(188,971	)		(2,124,433	)
Class I		(1	)		(13	)		—			—			(75,110	)		(991,987	)		(132,352	)		(1,499,284	)
Class R1		—			—			—			—			(195,089	)		(2,589,684	)		(158,002	)		(1,787,924	)
Class R2		(40,736	)		(450,544	)		—			—			(1,365,033	)		(18,025,640	)		(1,776,306	)		(20,039,968	)
Class R3		(85,068	)		(979,070	)		(3,183	)		(33,792	)		(632,479	)		(8,385,164	)		(626,143	)		(7,144,435	)
Class R4		(472,164	)		(5,340,663	)		(143,424	)		(1,528,880	)		(1,053,455	)		(13,999,207	)		(535,287	)		(6,330,958	)
		(703,640	)		$(8,002,129	)		(162,771	)		$(1,722,086	)		(3,901,177	)		$(51,621,547	)		(3,736,579	)		$(42,575,324	)
Net change
Class A		323,874			$3,634,263			35,021			$365,444			735,827			$9,819,865			440,796			$5,079,270
Class B		32,498			368,457			31,713			325,434			71,339			928,026			103,721			1,147,115
Class C		101,704			1,157,571			15,780			160,948			282,977			3,698,105			98,793			1,115,557
Class I		27,361			311,884			10,098			100,983			83,569			1,117,121			123,928			1,474,645
Class R1		80			927			10,082			100,821			39,818			510,208			78,041			908,395
Class R2		311,251			3,583,257			11,130			112,080			554,067			7,233,475			(195,449	)		(2,098,594	)
Class R3		469,690			5,231,863			282,352			2,977,241			1,298,685			17,023,583			590,431			6,930,942
Class R4		1,886,315			21,429,986			3,731,426			39,096,992			2,876,093			37,921,849			6,344,789			74,218,286
		3,152,773			$35,718,208			4,127,602			$43,239,943			5,942,375			$78,252,232			7,585,050			$88,775,616

132

Notes to Financial Statements – continued

	MFS Lifetime 2035 Fund												MFS Lifetime 2040 Fund
	Year ended 4/30/14						Period ended 4/30/13 (c)						Year ended 4/30/14						Year ended 4/30/13
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold
Class A		347,090			$4,020,427			60,353			$625,092			691,589			$9,200,772			418,757			$4,768,740
Class B		18,422			214,492			16,772			172,694			62,014			830,050			72,885			809,677
Class C		65,503			780,155			12,242			124,297			339,767			4,520,085			234,216			2,603,055
Class I		109,204			1,251,590			10,000			100,002			141,748			1,914,401			99,428			1,143,977
Class R1		—			—			10,000			100,000			209,748			2,773,664			187,427			2,085,310
Class R2		232,814			2,728,738			28,796			304,366			1,570,773			20,849,297			1,474,557			16,490,336
Class R3		337,815			3,974,987			225,784			2,409,605			1,076,572			14,402,821			902,716			10,460,647
Class R4		1,578,001			18,590,713			2,300,504			24,418,184			2,671,022			35,717,800			6,518,262			75,748,670
		2,688,849			$31,561,102			2,664,451			$28,254,240			6,763,233			$90,208,890			9,908,248			$114,110,412
Shares issued to shareholders in reinvestment of distributions
Class A		3,916			$47,853			242			$2,428			19,041			$264,480			13,148			$148,439
Class B		212			2,591			94			949			1,462			20,193			1,245			13,998
Class C		620			7,535			94			949			2,650			36,225			1,906			21,216
Class I		1,353			16,564			111			1,112			7,450			104,074			5,500			62,423
Class R1		54			660			94			949			3,461			47,452			2,115			23,598
Class R2		2,274			27,763			103			1,030			36,303			501,350			29,646			332,921
Class R3		5,312			65,019			107			1,071			23,292			323,525			11,723			132,349
Class R4		46,584			570,192			111			1,112			100,466			1,402,500			47,410			537,629
		60,325			$738,177			956			$9,600			194,125			$2,699,799			112,693			$1,272,573
Shares reacquired
Class A		(129,408	)		$(1,515,120	)		(30	)		$(323	)		(265,999	)		$(3,526,390	)		(213,269	)		$(2,387,906	)
Class B		(2,800	)		(30,296	)		(13	)		(142	)		(37,825	)		(503,658	)		(31,850	)		(359,586	)
Class C		(4,844	)		(56,814	)		(5	)		(53	)		(228,313	)		(2,989,384	)		(105,790	)		(1,176,019	)
Class I		(6,750	)		(82,748	)		—			—			(18,801	)		(250,379	)		(12,599	)		(138,559	)
Class R1		—			—			—			—			(154,146	)		(2,055,588	)		(202,397	)		(2,262,021	)
Class R2		(44,626	)		(517,044	)		—			—			(1,320,512	)		(17,542,695	)		(2,042,016	)		(22,378,651	)
Class R3		(59,849	)		(718,260	)		(6,506	)		(71,319	)		(518,653	)		(6,922,489	)		(270,826	)		(3,063,225	)
Class R4		(207,266	)		(2,478,710	)		(38,915	)		(420,737	)		(1,199,763	)		(16,099,306	)		(481,938	)		(5,645,861	)
		(455,543	)		$(5,398,992	)		(45,469	)		$(492,574	)		(3,744,012	)		$(49,889,889	)		(3,360,685	)		$(37,411,828	)
Net change
Class A		221,598			$2,553,160			60,565			$627,197			444,631			$5,938,862			218,636			$2,529,273
Class B		15,834			186,787			16,853			173,501			25,651			346,585			42,280			464,089
Class C		61,279			730,876			12,331			125,193			114,104			1,566,926			130,332			1,448,252
Class I		103,807			1,185,406			10,111			101,114			130,397			1,768,096			92,329			1,067,841
Class R1		54			660			10,094			100,949			59,063			765,528			(12,855	)		(153,113	)
Class R2		190,462			2,239,457			28,899			305,396			286,564			3,807,952			(537,813	)		(5,555,394	)
Class R3		283,278			3,321,746			219,385			2,339,357			581,211			7,803,857			643,613			7,529,771
Class R4		1,417,319			16,682,195			2,261,700			23,998,559			1,571,725			21,020,994			6,083,734			70,640,438
		2,293,631			$26,900,287			2,619,938			$27,771,266			3,213,346			$43,018,800			6,660,256			$77,971,157

133

Notes to Financial Statements – continued

	MFS Lifetime 2045 Fund												MFS Lifetime 2050 Fund
	Year ended 4/30/14						Period ended 4/30/13 (c)						Year ended 4/30/14						Year ended 4/30/13
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold
Class A		96,772			$1,159,584			18,630			$191,190			206,063			$2,962,634			100,257			$1,235,940
Class B		13,568			158,128			12,781			129,177			13,718			196,672			9,488			115,636
Class C		15,954			193,367			17,654			178,692			49,000			707,061			17,686			213,155
Class I		8,895			108,137			10,000			100,001			16,697			237,178			19,574			244,849
Class R1		—			—			10,000			100,000			22,180			320,496			11,293			135,482
Class R2		77,261			927,491			10,000			100,000			348,363			5,024,846			185,829			2,242,337
Class R3		215,838			2,560,787			134,325			1,435,044			207,727			2,965,098			161,272			1,989,746
Class R4		1,059,619			12,528,073			1,113,640			11,855,379			1,583,399			22,647,422			1,680,894			20,835,773
		1,487,907			$17,635,567			1,327,030			$14,089,483			2,447,147			$35,061,407			2,186,293			$27,012,918
Shares issued to shareholders in reinvestment of distributions
Class A		1,017			$12,585			99			$997			3,040			$45,447			1,031			$12,530
Class B		121			1,496			96			964			185			2,738			132			1,595
Class C		153			1,887			148			1,484			376			5,563			139			1,669
Class I		197			2,439			103			1,038			699			10,415			364			4,408
Class R1		52			642			87			874			168			2,481			102			1,232
Class R2		450			5,557			95			956			3,442			51,039			1,725			20,817
Class R3		2,750			33,994			99			997			3,123			46,435			1,046			12,654
Class R4		24,746			305,856			103			1,038			29,902			445,554			10,243			123,936
		29,486			$364,456			830			$8,348			40,935			$609,672			14,782			$178,841
Shares reacquired
Class A		(4,713	)		$(58,246	)		(19	)		$(213	)		(40,040	)		$(574,310	)		(14,361	)		$(179,624	)
Class B		(487	)		(6,003	)		—			—			(2,698	)		(39,265	)		(4,255	)		(54,781	)
Class C		(211	)		(2,577	)		(5	)		(50	)		(4,701	)		(67,956	)		(5,528	)		(70,952	)
Class I		(1	)		(13	)		—			—			(2,313	)		(33,562	)		(10,844	)		(129,477	)
Class R1		—			—			—			—			(3,289	)		(47,765	)		(8,188	)		(105,017	)
Class R2		(16,938	)		(206,106	)		—			—			(134,088	)		(1,921,994	)		(80,522	)		(970,923	)
Class R3		(61,463	)		(738,493	)		(21,809	)		(239,212	)		(84,831	)		(1,201,833	)		(10,723	)		(126,971	)
Class R4		(188,572	)		(2,242,637	)		(13,976	)		(152,357	)		(553,127	)		(7,977,816	)		(236,661	)		(2,970,801	)
		(272,385	)		$(3,254,075	)		(35,809	)		$(391,832	)		(825,087	)		$(11,864,501	)		(371,082	)		$(4,608,546	)
Net change
Class A		93,076			$1,113,923			18,710			$191,974			169,063			$2,433,771			86,927			$1,068,846
Class B		13,202			153,621			12,877			130,141			11,205			160,145			5,365			62,450
Class C		15,896			192,677			17,797			180,126			44,675			644,668			12,297			143,872
Class I		9,091			110,563			10,103			101,039			15,083			214,031			9,094			119,780
Class R1		52			642			10,087			100,874			19,059			275,212			3,207			31,697
Class R2		60,773			726,942			10,095			100,956			217,717			3,153,891			107,032			1,292,231
Class R3		157,125			1,856,288			112,615			1,196,829			126,019			1,809,700			151,595			1,875,429
Class R4		895,793			10,591,292			1,099,767			11,704,060			1,060,174			15,115,160			1,454,476			17,988,908
		1,245,008			$14,745,948			1,292,051			$13,705,999			1,662,995			$23,806,578			1,829,993			$22,583,213

134

Notes to Financial Statements – continued

	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

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

135

Notes to Financial Statements – continued

(6) Line of Credit

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

	MFS Lifetime Retirement Income Fund		MFS Lifetime 2010 Fund		MFS Lifetime 2015 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2025 Fund		MFS Lifetime 2030 Fund
Commitment Fee		$1,346		$491		$169		$1,399		$279		$1,235
Interest Expense		—		—		—		—		—		—
	MFS Lifetime 2035 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2045 Fund		MFS Lifetime 2050 Fund		MFS Lifetime 2055 Fund
Commitment Fee		$195		$947		$102		$187		$10
Interest Expense		—		—		—		—		—

(7) Transactions in Underlying Affiliated Funds - Affiliated Issuers

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:

	Lifetime Retirement Income Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Absolute Return Fund		570,707		177,129		(44,635)		703,201
MFS Commodity Strategy Fund		310,942		119,533		(64,216)		366,259
MFS Emerging Markets Debt Fund		173,019		70,717		(15,479)		228,257
MFS Global Bond Fund		1,346,966		574,111		(137,771)		1,783,306
MFS Global Real Estate Fund		170,262		87,991		(34,413)		223,840
MFS Government Securities Fund		2,676,793		918,465		(203,698)		3,391,560
MFS Growth Fund		201,535		43,595		(42,448)		202,682
MFS High Income Fund		2,305,973		703,125		(202,310)		2,806,788
MFS Inflation-Adjusted Bond Fund		2,434,386		1,014,757		(213,423)		3,235,720
MFS Institutional Money Market Portfolio		5		12,275,670		(12,275,662)		13
MFS International Growth Fund		106,633		32,536		(18,981)		120,188
MFS International Value Fund		91,613		23,745		(16,174)		99,184
MFS Limited Maturity Fund		9,133,504		2,855,629		(734,758)		11,254,375
MFS Mid Cap Growth Fund		739,395		143,827		(150,023)		733,199
MFS Mid Cap Value Fund		488,120		108,599		(95,127)		501,592
MFS New Discovery Fund		113,554		41,831		(27,700)		127,685
MFS New Discovery Value Fund		242,480		70,549		(54,660)		258,369
MFS Research Bond Fund		5,517,871		1,775,797		(412,590)		6,881,078
MFS Research Fund		353,621		82,266		(67,544)		368,343
MFS Research International Fund		517,353		152,717		(97,494)		572,576
MFS Value Fund		388,289		96,325		(76,402)		408,212
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(18,486)		$—		$61,764		$6,799,953
MFS Commodity Strategy Fund		(92,338)		—		17,527		3,402,549
MFS Emerging Markets Debt Fund		(24,582)		14,363		153,191		3,407,878
MFS Global Bond Fund		(153,522)		—		546,284		17,066,243
MFS Global Real Estate Fund		(13,527)		128,230		83,439		3,409,091
MFS Government Securities Fund		(114,632)		89,539		802,215		34,051,265
MFS Growth Fund		224,860		186,642		20,211		13,597,925

136

Notes to Financial Statements – continued

	Lifetime Retirement Income Fund – continued
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS High Income Fund		$(9,472)		$—		$565,505		$10,216,707
MFS Inflation-Adjusted Bond Fund		(240,736)		—		494,039		34,039,779
MFS Institutional Money Market Portfolio		—		—		51		13
MFS International Growth Fund		10,600		18,529		19,484		3,413,330
MFS International Value Fund		19,855		8,770		62,519		3,416,878
MFS Limited Maturity Fund		(108,457)		—		1,116,291		67,976,426
MFS Mid Cap Growth Fund		157,276		—		—		10,213,458
MFS Mid Cap Value Fund		117,128		429,401		70,033		10,217,435
MFS New Discovery Fund		45,257		252,280		—		3,390,037
MFS New Discovery Value Fund		50,244		255,114		12,225		3,389,797
MFS Research Bond Fund		(168,124)		30,654		2,245,603		74,934,944
MFS Research Fund		125,208		233,778		158,047		13,599,230
MFS Research International Fund		48,305		—		151,731		10,209,036
MFS Value Fund		122,151		217,957		281,857		13,646,541
		$(22,992)		$1,865,257		$6,862,016		$340,398,515
	Lifetime 2010 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Absolute Return Fund		211,869		46,296		(24,911)		233,254
MFS Commodity Strategy Fund		114,543		42,935		(36,124)		121,354
MFS Emerging Markets Debt Fund		64,264		22,526		(10,944)		75,846
MFS Global Bond Fund		500,520		171,255		(79,935)		591,840
MFS Global Real Estate Fund		63,012		29,925		(18,683)		74,254
MFS Government Securities Fund		994,158		251,169		(121,052)		1,124,275
MFS Growth Fund		74,642		18,004		(25,467)		67,179
MFS High Income Fund		855,895		215,208		(139,875)		931,228
MFS Inflation-Adjusted Bond Fund		904,591		288,101		(120,405)		1,072,287
MFS Institutional Money Market Portfolio		48,427		24,441,266		(24,489,682)		11
MFS International Growth Fund		39,413		11,686		(11,125)		39,974
MFS International Value Fund		33,828		8,038		(8,907)		32,959
MFS Limited Maturity Fund		3,391,606		781,700		(441,773)		3,731,533
MFS Mid Cap Growth Fund		273,825		61,063		(92,256)		242,632
MFS Mid Cap Value Fund		180,034		46,696		(59,793)		166,937
MFS New Discovery Fund		41,855		15,489		(15,613)		41,731
MFS New Discovery Value Fund		89,366		28,984		(33,003)		85,347
MFS Research Bond Fund		2,049,581		489,749		(258,012)		2,281,318
MFS Research Fund		130,757		31,948		(40,164)		122,541
MFS Research International Fund		191,004		48,794		(49,023)		190,775
MFS Value Fund		143,749		39,117		(47,142)		135,724
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(10,022)		$—		$21,598		$2,255,563
MFS Commodity Strategy Fund		(43,873)		—		6,200		1,127,375
MFS Emerging Markets Debt Fund		(14,018)		5,098		53,824		1,132,378
MFS Global Bond Fund		(67,751)		—		205,296		5,663,912
MFS Global Real Estate Fund		9,935		45,310		16,124		1,130,895
MFS Government Securities Fund		(48,327)		32,501		282,126		11,287,722
MFS Growth Fund		110,864		65,822		7,128		4,507,040
MFS High Income Fund		(3,703)		—		199,081		3,389,670
MFS Inflation-Adjusted Bond Fund		(103,537)		—		173,857		11,280,457
MFS Institutional Money Market Portfolio		—		—		154		11
MFS International Growth Fund		6,208		6,556		6,893		1,135,273
MFS International Value Fund		10,440		3,105		22,116		1,135,435
MFS Limited Maturity Fund		(59,206)		—		393,610		22,538,458

137

Notes to Financial Statements – continued

	Lifetime 2010 Fund – continued
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Mid Cap Growth Fund		$86,098		$—		$—		$3,379,867
MFS Mid Cap Value Fund		52,834		151,270		24,672		3,400,506
MFS New Discovery Fund		20,942		89,314		—		1,107,954
MFS New Discovery Value Fund		21,421		90,365		4,325		1,119,751
MFS Research Bond Fund		(78,388)		10,604		789,887		24,843,554
MFS Research Fund		59,399		82,367		55,685		4,524,229
MFS Research International Fund		22,153		—		53,820		3,401,512
MFS Value Fund		59,231		77,432		98,563		4,537,252
		$30,700		$659,744		$2,414,959		$112,898,814
	Lifetime 2015 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Absolute Return Fund		60,690		43,225		(8,621)		95,294
MFS Commodity Strategy Fund		33,184		26,695		(10,363)		49,516
MFS Emerging Markets Debt Fund		36,443		20,269		(8,094)		48,618
MFS Global Bond Fund		143,656		118,000		(19,643)		242,013
MFS Global Real Estate Fund		18,383		16,024		(4,097)		30,310
MFS Government Securities Fund		284,281		216,727		(40,980)		460,028
MFS Growth Fund		26,831		14,252		(9,747)		31,336
MFS High Income Fund		326,058		193,124		(65,957)		453,225
MFS Inflation-Adjusted Bond Fund		259,344		216,290		(37,127)		438,507
MFS Institutional Money Market Portfolio		19		16,873,108		(16,873,114)		13
MFS International Growth Fund		17,084		8,639		(4,766)		20,957
MFS International Value Fund		14,701		7,054		(4,488)		17,267
MFS Limited Maturity Fund		732,671		658,141		(82,566)		1,308,246
MFS Mid Cap Growth Fund		92,208		48,822		(32,537)		108,493
MFS Mid Cap Value Fund		61,005		34,918		(21,438)		74,485
MFS New Discovery Fund		12,209		9,280		(4,445)		17,044
MFS New Discovery Value Fund		26,046		18,010		(9,268)		34,788
MFS Research Bond Fund		521,746		414,704		(63,504)		872,946
MFS Research Fund		47,170		26,188		(16,300)		57,058
MFS Research International Fund		64,816		35,602		(15,311)		85,107
MFS Value Fund		51,841		29,651		(18,282)		63,210
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(674)		$—		$7,419		$921,494
MFS Commodity Strategy Fund		(5,531)		—		2,247		460,000
MFS Emerging Markets Debt Fund		(10,567)		3,173		32,663		725,867
MFS Global Bond Fund		(13,925)		—		68,756		2,316,069
MFS Global Real Estate Fund		(1,042)		15,406		10,365		461,620
MFS Government Securities Fund		(14,839)		9,406		97,581		4,618,682
MFS Growth Fund		25,227		28,000		3,032		2,102,345
MFS High Income Fund		(1,573)		—		85,961		1,649,738
MFS Inflation-Adjusted Bond Fund		(33,034)		—		60,442		4,613,093
MFS Institutional Money Market Portfolio		—		—		61		13
MFS International Growth Fund		2,278		3,225		3,392		595,177
MFS International Value Fund		4,813		1,527		10,879		594,853
MFS Limited Maturity Fund		(4,744)		—		108,597		7,901,804
MFS Mid Cap Growth Fund		16,463		—		—		1,511,304
MFS Mid Cap Value Fund		12,942		61,137		9,971		1,517,272
MFS New Discovery Fund		3,022		32,256		—		452,513
MFS New Discovery Value Fund		3,493		32,203		1,554		456,416
MFS Research Bond Fund		(19,937)		3,443		249,582		9,506,383
MFS Research Fund		17,817		35,064		23,704		2,106,590

138

Notes to Financial Statements – continued

	Lifetime 2015 Fund – continued
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Research International Fund		$4,865		$—		$21,784		$1,517,454
MFS Value Fund		17,072		33,025		40,476		2,113,114
		$2,126		$257,865		$838,466		$46,141,801
	Lifetime 2020 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Absolute Return Fund		445,142		197,358		(16,698)		625,802
MFS Commodity Strategy Fund		632,946		136,984		(165,667)		604,263
MFS Emerging Markets Debt Fund		536,124		229,462		(52,554)		713,032
MFS Global Bond Fund		1,393,468		569,697		(106,327)		1,856,838
MFS Global Real Estate Fund		262,157		101,792		(61,983)		301,966
MFS Government Securities Fund		2,761,903		992,025		(227,376)		3,526,552
MFS Growth Fund		362,699		51,428		(66,975)		347,152
MFS High Income Fund		3,970,940		1,168,971		(271,997)		4,867,914
MFS Inflation-Adjusted Bond Fund		1,901,135		1,107,115		(129,069)		2,879,181
MFS Institutional Money Market Portfolio		9		42,799,937		(42,799,936)		10
MFS International Growth Fund		273,977		54,892		(40,692)		288,177
MFS International New Discovery Fund		53,201		1,795		(19,946)		35,050
MFS International Value Fund		235,895		36,965		(35,276)		237,584
MFS Limited Maturity Fund		2,409,875		1,791,672		(36,582)		4,164,965
MFS Mid Cap Growth Fund		1,390,337		136,872		(289,605)		1,237,604
MFS Mid Cap Value Fund		918,129		121,913		(190,316)		849,726
MFS New Discovery Fund		145,670		40,537		(35,961)		150,246
MFS New Discovery Value Fund		311,297		66,894		(72,727)		305,464
MFS Research Bond Fund		3,772,132		1,512,908		(223,387)		5,061,653
MFS Research Fund		637,202		95,016		(100,831)		631,387
MFS Research International Fund		886,911		156,009		(131,558)		911,362
MFS Value Fund		700,684		112,988		(113,120)		700,552
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(6,784)		$—		$51,235		$6,051,507
MFS Commodity Strategy Fund		(203,765)		—		32,528		5,613,607
MFS Emerging Markets Debt Fund		(71,444)		46,711		473,292		10,645,563
MFS Global Bond Fund		(101,513)		—		565,043		17,769,938
MFS Global Real Estate Fund		(4,256)		185,529		120,850		4,598,943
MFS Government Securities Fund		(118,433)		90,884		827,547		35,406,579
MFS Growth Fund		251,322		336,146		36,401		23,290,400
MFS High Income Fund		(13,479)		—		972,635		17,719,208
MFS Inflation-Adjusted Bond Fund		(137,590)		—		413,308		30,288,982
MFS Institutional Money Market Portfolio		—		—		153		10
MFS International Growth Fund		26,016		47,331		49,770		8,184,229
MFS International New Discovery Fund		77,707		—		16,631		1,036,066
MFS International Value Fund		42,433		22,401		159,578		8,184,759
MFS Limited Maturity Fund		(5,041)		—		350,693		25,156,389
MFS Mid Cap Growth Fund		316,725		—		—		17,239,818
MFS Mid Cap Value Fund		201,325		777,861		126,866		17,308,909
MFS New Discovery Fund		46,490		323,035		—		3,989,038
MFS New Discovery Value Fund		45,992		324,432		15,542		4,007,683
MFS Research Bond Fund		(79,787)		21,075		1,588,557		55,121,398
MFS Research Fund		147,887		420,062		283,986		23,310,821
MFS Research International Fund		86,636		—		259,009		16,249,593
MFS Value Fund		137,757		397,049		497,071		23,419,439
		$638,198		$2,992,516		$6,840,695		$354,592,879

139

Notes to Financial Statements – continued

	Lifetime 2025 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Absolute Return Fund		45,389		50,243		(6,654)		88,978
MFS Commodity Strategy Fund		171,806		185,750		(53,539)		304,017
MFS Emerging Markets Debt Fund		82,421		100,947		(10,435)		172,933
MFS Emerging Markets Equity Fund		6,617		3,456		(2,189)		7,884
MFS Global Bond Fund		193,123		250,950		(19,120)		424,953
MFS Global Real Estate Fund		67,394		72,144		(10,510)		129,028
MFS Government Securities Fund		217,381		419,421		(22,767)		614,035
MFS Growth Fund		75,787		49,019		(11,270)		113,536
MFS High Income Fund		611,851		645,962		(75,506)		1,182,307
MFS Inflation-Adjusted Bond Fund		193,549		244,665		(29,137)		409,077
MFS Institutional Money Market Portfolio		27		31,467,468		(31,467,482)		13
MFS International Growth Fund		67,683		50,385		(9,910)		108,158
MFS International New Discovery Fund		25,068		15,961		(3,654)		37,375
MFS International Value Fund		58,376		40,082		(9,336)		89,122
MFS Mid Cap Growth Fund		313,033		198,667		(43,591)		468,109
MFS Mid Cap Value Fund		206,409		139,766		(26,415)		319,760
MFS New Discovery Fund		31,526		27,333		(5,698)		53,161
MFS New Discovery Value Fund		67,186		50,837		(10,363)		107,660
MFS Research Bond Fund		303,197		477,420		(33,968)		746,649
MFS Research Fund		112,491		85,370		(11,401)		186,460
MFS Research International Fund		178,794		145,245		(20,744)		303,295
MFS Value Fund		146,452		103,512		(22,103)		227,861
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(598)		$—		$6,507		$860,416
MFS Commodity Strategy Fund		(21,197)		—		13,437		2,824,314
MFS Emerging Markets Debt Fund		(14,294)		9,755		97,252		2,581,894
MFS Emerging Markets Equity Fund		(4,409)		—		1,860		244,091
MFS Global Bond Fund		(13,677)		—		112,731		4,066,801
MFS Global Real Estate Fund		(5,936)		63,800		42,874		1,965,096
MFS Government Securities Fund		(9,100)		7,645		107,593		6,164,911
MFS Growth Fund		7,439		96,295		10,428		7,617,170
MFS High Income Fund		(4,571)		—		199,754		4,303,598
MFS Inflation-Adjusted Bond Fund		(26,678)		—		52,914		4,303,490
MFS Institutional Money Market Portfolio		—		—		130		13
MFS International Growth Fund		2,974		15,650		16,456		3,071,676
MFS International New Discovery Fund		652		—		13,047		1,104,793
MFS International Value Fund		2,697		7,404		52,795		3,070,260
MFS Mid Cap Growth Fund		7,121		—		—		6,520,753
MFS Mid Cap Value Fund		7,904		250,395		40,838		6,513,518
MFS New Discovery Fund		3,261		96,666		—		1,411,426
MFS New Discovery Value Fund		2,525		95,654		4,635		1,412,495
MFS Research Bond Fund		(11,713)		2,575		188,325		8,131,008
MFS Research Fund		5,225		106,013		71,699		6,884,095
MFS Research International Fund		1,960		—		72,882		5,407,756
MFS Value Fund		14,412		112,411		138,503		7,617,398
		$(56,003)		$864,263		$1,244,660		$86,076,972
	Lifetime 2030 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Absolute Return Fund		177,847		131,530		(6,938)		302,439
MFS Commodity Strategy Fund		1,085,234		614,733		(167,358)		1,532,609
MFS Emerging Markets Debt Fund		323,924		281,479		(16,260)		589,143
MFS Emerging Markets Equity Fund		87,583		47,927		(10,156)		125,354

140

Notes to Financial Statements – continued

	Lifetime 2030 Fund – continued
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Global Bond Fund		673,027		591,987		(38,112)		1,226,902
MFS Global Real Estate Fund		495,349		296,683		(50,663)		741,369
MFS Growth Fund		468,371		128,848		(31,258)		565,961
MFS High Income Fund		2,402,041		1,715,866		(91,832)		4,026,075
MFS Inflation-Adjusted Bond Fund		882,819		685,071		(59,048)		1,508,842
MFS Institutional Money Market Portfolio		8		43,508,539		(43,508,531)		16
MFS International Growth Fund		483,600		182,755		(25,261)		641,094
MFS International New Discovery Fund		217,513		59,984		(12,431)		265,066
MFS International Value Fund		417,587		135,066		(23,538)		529,115
MFS Mid Cap Growth Fund		1,885,752		463,986		(112,008)		2,237,730
MFS Mid Cap Value Fund		1,243,250		363,594		(69,007)		1,537,837
MFS New Discovery Fund		199,052		85,289		(21,306)		263,035
MFS New Discovery Value Fund		425,011		151,624		(41,138)		535,497
MFS Research Bond Fund		596,948		359,992		(37,086)		919,854
MFS Research Fund		585,330		182,705		(27,883)		740,152
MFS Research International Fund		1,033,606		387,674		(51,095)		1,370,185
MFS Value Fund		904,441		294,935		(56,547)		1,142,829
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(2,618)		$—		$23,391		$2,924,592
MFS Commodity Strategy Fund		(226,784)		—		73,112		14,237,934
MFS Emerging Markets Debt Fund		(25,238)		34,852		347,480		8,795,907
MFS Emerging Markets Equity Fund		(20,273)		—		26,322		3,880,972
MFS Global Bond Fund		(35,619)		—		338,406		11,741,454
MFS Global Real Estate Fund		(19,106)		406,672		267,769		11,291,056
MFS Growth Fund		52,285		517,022		55,988		37,970,301
MFS High Income Fund		(6,910)		—		713,859		14,654,914
MFS Inflation-Adjusted Bond Fund		(63,023)		—		210,861		15,873,020
MFS Institutional Money Market Portfolio		—		—		159		16
MFS International Growth Fund		3,680		98,545		103,621		18,207,083
MFS International New Discovery Fund		3,613		—		99,288		7,835,355
MFS International Value Fund		13,588		46,582		331,932		18,228,001
MFS Mid Cap Growth Fund		52,229		—		—		31,171,578
MFS Mid Cap Value Fund		41,232		1,293,925		211,033		31,325,736
MFS New Discovery Fund		13,602		527,773		—		6,983,578
MFS New Discovery Value Fund		14,455		523,291		25,210		7,025,727
MFS Research Bond Fund		(12,169)		3,847		278,498		10,017,208
MFS Research Fund		26,880		460,629		311,411		27,326,404
MFS Research International Fund		2,612		—		360,362		24,430,394
MFS Value Fund		54,171		608,788		747,229		38,204,762
		$(133,393)		$4,521,926		$4,525,931		$342,125,992
	Lifetime 2035 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Absolute Return Fund		7,559		15,596		(600)		22,555
MFS Commodity Strategy Fund		151,523		196,191		(41,796)		305,918
MFS Emerging Markets Debt Fund		13,757		31,358		(1,234)		43,881
MFS Emerging Markets Equity Fund		15,219		19,890		(2,863)		32,246
MFS Global Bond Fund		28,535		65,868		(3,064)		91,339
MFS Global Real Estate Fund		78,768		106,880		(13,221)		172,427
MFS Growth Fund		60,841		52,034		(7,125)		105,750
MFS High Income Fund		101,842		208,163		(10,066)		299,939
MFS Inflation-Adjusted Bond Fund		78,689		133,910		(15,520)		197,079
MFS Institutional Money Market Portfolio		182,616		22,294,257		(22,476,862)		11

141

Notes to Financial Statements – continued

	Lifetime 2035 Fund – continued
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS International Growth Fund		70,877		71,663		(6,668)		135,872
MFS International New Discovery Fund		37,767		34,560		(4,413)		67,914
MFS International Value Fund		61,392		57,702		(6,886)		112,208
MFS Mid Cap Growth Fund		246,430		206,433		(30,827)		422,036
MFS Mid Cap Value Fund		162,668		144,732		(18,216)		289,184
MFS New Discovery Fund		27,582		30,315		(4,955)		52,942
MFS New Discovery Value Fund		59,017		56,495		(7,996)		107,516
MFS Research Bond Fund		67,854		93,887		(11,446)		150,295
MFS Research Fund		72,647		66,651		(7,074)		132,224
MFS Research International Fund		137,134		136,752		(12,068)		261,818
MFS Value Fund		117,087		108,627		(12,564)		213,150
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(78)		$—		$1,447		$218,103
MFS Commodity Strategy Fund		(28,826)		—		13,628		2,841,978
MFS Emerging Markets Debt Fund		(2,010)		2,250		21,460		655,138
MFS Emerging Markets Equity Fund		(6,788)		—		6,227		998,350
MFS Global Bond Fund		(2,730)		—		21,847		874,110
MFS Global Real Estate Fund		(8,652)		82,756		56,748		2,626,065
MFS Growth Fund		1,843		89,342		9,674		7,094,767
MFS High Income Fund		(841)		—		44,054		1,091,777
MFS Inflation-Adjusted Bond Fund		(14,218)		—		24,697		2,073,274
MFS Institutional Money Market Portfolio		—		—		85		11
MFS International Growth Fund		856		19,435		20,437		3,858,759
MFS International New Discovery Fund		561		—		23,460		2,007,549
MFS International Value Fund		460		9,174		65,466		3,865,560
MFS Mid Cap Growth Fund		620		—		—		5,878,968
MFS Mid Cap Value Fund		(706)		227,040		37,029		5,890,683
MFS New Discovery Fund		(360)		97,835		—		1,405,615
MFS New Discovery Value Fund		378		95,779		4,658		1,410,615
MFS Research Bond Fund		(3,958)		587		40,878		1,636,711
MFS Research Fund		(247)		76,627		51,804		4,881,703
MFS Research International Fund		1,024		—		64,060		4,668,224
MFS Value Fund		2,141		105,186		125,815		7,125,589
		$(61,531)		$806,011		$633,474		$61,103,549
	Lifetime 2040 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		997,689		552,194		(196,331)		1,353,552
MFS Emerging Markets Equity Fund		109,886		67,757		(16,137)		161,506
MFS Global Real Estate Fund		557,376		344,879		(74,877)		827,378
MFS Growth Fund		388,965		86,242		(26,694)		448,513
MFS Inflation-Adjusted Bond Fund		393,681		260,770		(57,139)		597,312
MFS Institutional Money Market Portfolio		21		32,095,766		(32,095,778)		9
MFS International Growth Fund		482,032		177,442		(36,531)		622,943
MFS International New Discovery Fund		272,881		87,560		(19,744)		340,697
MFS International Value Fund		417,607		131,634		(34,885)		514,356
MFS Mid Cap Growth Fund		1,587,555		324,862		(111,479)		1,800,938
MFS Mid Cap Value Fund		1,048,712		267,564		(78,975)		1,237,301
MFS New Discovery Fund		182,673		75,509		(24,783)		233,399
MFS New Discovery Value Fund		390,175		127,210		(41,723)		475,662
MFS Research Bond Fund		405,809		224,748		(53,046)		577,511
MFS Research Fund		455,879		113,795		(25,014)		544,660
MFS Research International Fund		893,098		301,970		(65,200)		1,129,868
MFS Value Fund		752,465		210,642		(57,760)		905,347

142

Notes to Financial Statements – continued

	Lifetime 2040 Fund – continued
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$(251,935)		$—		$64,850		$12,574,495
MFS Emerging Markets Equity Fund		(39,691)		—		32,992		5,000,222
MFS Global Real Estate Fund		(29,917)		451,858		295,676		12,600,963
MFS Growth Fund		34,001		411,520		44,563		30,090,722
MFS Inflation-Adjusted Bond Fund		(60,198)		—		87,536		6,283,718
MFS Institutional Money Market Portfolio		—		—		153		9
MFS International Growth Fund		(684)		95,312		100,222		17,691,570
MFS International New Discovery Fund		2,243		—		124,425		10,070,999
MFS International Value Fund		8,986		45,063		321,405		17,719,561
MFS Mid Cap Growth Fund		32,469		—		—		25,087,064
MFS Mid Cap Value Fund		44,532		1,045,296		170,483		25,203,825
MFS New Discovery Fund		18,340		468,331		—		6,196,754
MFS New Discovery Value Fund		13,315		464,994		22,382		6,240,689
MFS Research Bond Fund		(16,989)		2,466		180,376		6,289,099
MFS Research Fund		23,788		341,616		230,952		20,108,838
MFS Research International Fund		(2,254)		—		297,047		20,145,548
MFS Value Fund		51,585		484,269		601,520		30,265,747
		$(172,409)		$3,810,725		$2,574,582		$251,569,823
	Lifetime 2045 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		78,474		113,029		(20,146)		171,357
MFS Emerging Markets Equity Fund		8,691		13,676		(1,870)		20,497
MFS Global Real Estate Fund		43,513		67,961		(6,579)		104,895
MFS Growth Fund		30,833		30,285		(4,320)		56,798
MFS Inflation-Adjusted Bond Fund		31,171		49,463		(4,995)		75,639
MFS Institutional Money Market Portfolio		11		12,578,561		(12,570,636)		7,936
MFS International Growth Fund		37,865		45,369		(4,403)		78,831
MFS International New Discovery Fund		21,536		24,043		(2,505)		43,074
MFS International Value Fund		32,520		36,721		(4,166)		65,075
MFS Mid Cap Growth Fund		125,805		120,335		(18,133)		228,007
MFS Mid Cap Value Fund		82,767		85,119		(11,609)		156,277
MFS New Discovery Fund		14,367		18,993		(3,660)		29,700
MFS New Discovery Value Fund		30,835		35,709		(6,212)		60,332
MFS Research Bond Fund		32,063		45,423		(4,306)		73,180
MFS Research Fund		36,069		37,420		(4,589)		68,900
MFS Research International Fund		69,873		81,935		(8,977)		142,831
MFS Value Fund		59,379		63,740		(8,543)		114,576
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$(12,474)		$—		$7,390		$1,591,913
MFS Emerging Markets Equity Fund		(4,669)		—		3,765		634,583
MFS Global Real Estate Fund		(6,436)		48,164		33,036		1,597,545
MFS Growth Fund		1,500		46,731		5,060		3,810,574
MFS Inflation-Adjusted Bond Fund		(4,833)		—		9,588		795,724
MFS Institutional Money Market Portfolio		—		—		52		7,936
MFS International Growth Fund		(559)		10,877		11,437		2,238,810
MFS International New Discovery Fund		(75)		—		14,198		1,273,262
MFS International Value Fund		(369)		5,141		36,656		2,241,832
MFS Mid Cap Growth Fund		1,646		—		—		3,176,131
MFS Mid Cap Value Fund		(874)		119,350		19,465		3,183,356
MFS New Discovery Fund		409		53,139		—		788,535
MFS New Discovery Value Fund		(168)		51,856		2,524		791,559
MFS Research Bond Fund		(1,701)		280		19,664		796,929

143

Notes to Financial Statements – continued

	Lifetime 2045 Fund – continued
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Research Fund		$74		$38,988		$26,358		$2,543,800
MFS Research International Fund		(589)		—		33,975		2,546,679
MFS Value Fund		731		54,980		66,838		3,830,292
		$(28,387)		$429,506		$290,006		$31,849,460
	Lifetime 2050 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		160,901		186,482		(34,538)		312,845
MFS Emerging Markets Equity Fund		17,595		24,079		(4,133)		37,541
MFS Global Real Estate Fund		88,478		118,620		(16,198)		190,900
MFS Growth Fund		62,714		47,683		(6,389)		104,008
MFS Inflation-Adjusted Bond Fund		63,462		86,289		(11,524)		138,227
MFS Institutional Money Market Portfolio		6		17,304,815		(17,304,813)		8
MFS International Growth Fund		77,091		75,374		(9,017)		143,448
MFS International New Discovery Fund		43,766		39,997		(5,066)		78,697
MFS International Value Fund		66,162		60,485		(8,352)		118,295
MFS Mid Cap Growth Fund		255,100		188,381		(25,545)		417,936
MFS Mid Cap Value Fund		167,984		134,386		(16,822)		285,548
MFS New Discovery Fund		29,272		30,515		(5,035)		54,752
MFS New Discovery Value Fund		62,607		56,391		(8,252)		110,746
MFS Research Bond Fund		65,415		77,878		(9,673)		133,620
MFS Research Fund		73,328		58,775		(6,118)		125,985
MFS Research International Fund		142,267		136,659		(17,996)		260,930
MFS Value Fund		120,923		101,441		(13,600)		208,764
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$(48,271)		$—		$13,252		$2,906,333
MFS Emerging Markets Equity Fund		(8,746)		—		6,817		1,162,259
MFS Global Real Estate Fund		(16,786)		86,914		62,833		2,907,402
MFS Growth Fund		2,848		84,590		9,160		6,977,895
MFS Inflation-Adjusted Bond Fund		(12,449)		—		17,664		1,454,147
MFS Institutional Money Market Portfolio		—		—		67		8
MFS International Growth Fund		(593)		19,691		20,706		4,073,911
MFS International New Discovery Fund		(23)		—		25,666		2,326,286
MFS International Value Fund		472		9,314		66,452		4,075,278
MFS Mid Cap Growth Fund		1,596		—		—		5,821,844
MFS Mid Cap Value Fund		(2,663)		216,026		35,233		5,816,608
MFS New Discovery Fund		626		95,622		—		1,453,662
MFS New Discovery Value Fund		(1,223)		95,154		4,616		1,452,993
MFS Research Bond Fund		(3,556)		3,375		33,453		1,455,127
MFS Research Fund		(231)		70,574		47,711		4,651,382
MFS Research International Fund		448		—		61,443		4,652,390
MFS Value Fund		(390)		99,440		122,851		6,978,988
		$(88,941)		$780,700		$527,924		$58,166,513
	Lifetime 2055 Fund
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Commodity Strategy Fund		6,208		20,986		(3,569)		23,625
MFS Emerging Markets Equity Fund		677		2,512		(353)		2,836
MFS Global Real Estate Fund		3,404		12,509		(1,502)		14,411
MFS Growth Fund		2,412		6,381		(942)		7,851
MFS Inflation-Adjusted Bond Fund		2,449		9,441		(1,458)		10,432

144

Notes to Financial Statements – continued

	Lifetime 2055 Fund – continued
Underlying Affiliated Funds	Beginning Share/Par Amount		Acquisitions Share/Par Amount		Dispositions Share/Par Amount		Ending Share/Par Amount
MFS Institutional Money Market Portfolio		1		2,361,520		(2,349,443)		12,078
MFS International Growth Fund		2,967		9,058		(1,206)		10,819
MFS International New Discovery Fund		1,682		4,933		(676)		5,939
MFS International Value Fund		2,549		7,390		(1,015)		8,924
MFS Mid Cap Growth Fund		9,814		25,532		(3,836)		31,510
MFS Mid Cap Value Fund		6,471		17,436		(2,359)		21,548
MFS New Discovery Fund		1,128		3,537		(532)		4,133
MFS New Discovery Value Fund		2,411		6,927		(975)		8,363
MFS Research Bond Fund		2,517		8,963		(1,403)		10,077
MFS Research Fund		2,822		7,671		(981)		9,512
MFS Research International Fund		5,478		16,362		(2,145)		19,695
MFS Value Fund		4,653		12,772		(1,669)		15,756
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Commodity Strategy Fund		$(4,346)		$—		$762		$219,476
MFS Emerging Markets Equity Fund		(545)		—		392		87,788
MFS Global Real Estate Fund		(1,030)		4,656		3,474		219,479
MFS Growth Fund		(340)		4,905		531		526,731
MFS Inflation-Adjusted Bond Fund		(1,592)		—		1,002		109,744
MFS Institutional Money Market Portfolio		—		—		13		12,078
MFS International Growth Fund		(130)		1,127		1,185		307,269
MFS International New Discovery Fund		(65)		—		1,469		175,551
MFS International Value Fund		(94)		533		3,829		307,443
MFS Mid Cap Growth Fund		(294)		—		—		438,932
MFS Mid Cap Value Fund		(376)		12,539		2,045		438,942
MFS New Discovery Fund		(62)		5,472		—		109,724
MFS New Discovery Value Fund		(115)		5,348		262		109,728
MFS Research Bond Fund		(547)		199		1,905		109,739
MFS Research Fund		(160)		4,096		2,770		351,165
MFS Research International Fund		(122)				3,518		351,154
MFS Value Fund		(249)		5,693		7,377		526,717
		$(10,067)		$44,568		$30,534		$4,401,660

(8) Subsequent Event

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.

145

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statements of assets and liabilities, 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.

Boston, Massachusetts

June 16, 2014

146

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

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.

Name, Age	Position(s) Held with Fund	Trustee/Officer Since (h)	Principal Occupations During the Past Five Years	Other Directorships (j)
INTERESTED TRUSTEES
Robert J. Manning (k) (Age 50)	Trustee	February 2004	Massachusetts Financial Services Company, Chairman, Chief Executive Officer and Director; President (until 2009); Chief Investment Officer (until 2010)	N/A
Robin A. Stelmach (k) (Age 52)	Trustee	January 2014	Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer	N/A
INDEPENDENT TRUSTEES
David H. Gunning (Age 72)	Trustee and Chair of Trustees	January 2004	Private investor	Lincoln Electric Holdings, Inc. (welding equipment manufacturer), Director; Development Alternatives, Inc. (consulting), Director/Non-Executive Chairman
Steven E. Buller (Age 62)	Trustee	February 2014	Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member; BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco (investment management), UK, Director (until 2014)	N/A
Robert E. Butler (Age 72)	Trustee	January 2006	Consultant – investment company industry regulatory and compliance matters	N/A
Maureen R. Goldfarb (Age 59)	Trustee	January 2009	Private investor	N/A
William R. Gutow (Age 72)	Trustee	December 1993	Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman	Texas Donuts (donut franchise), Vice Chairman (until 2010)
Michael Hegarty (Age 69)	Trustee	December 2004	Private investor	Brookfield Office Properties, Inc. (real estate), Director; Rouse Properties Inc. (real estate), Director; Capmark Financial Group Inc. (real estate), Director
John P. Kavanaugh (Age 59)	Trustee	January 2009	Private investor	N/A
Maryanne L. Roepke (Age 58)	Trustee	May 2016	American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)	N/A
Laurie J. Thomsen (Age 56)	Trustee	March 2005	Private investor; New Profit, Inc. (venture philanthropy), Executive Partner (until 2010)	The Travelers Companies (insurance), Director
Robert W. Uek (Age 73)	Trustee	January 2006	Consultant to investment company industry	N/A

147

Trustees and Officers – continued

Name, Age	Position(s) Held with Fund	Trustee/Officer Since (h)	Principal Occupations During the Past Five Years	Other Directorships (j)
OFFICERS
John M. Corcoran (k) (Age 49)	President	October 2008	Massachusetts Financial Services Company, Senior Vice President	N/A
Christopher R. Bohane (k) (Age 40)	Assistant Secretary and Assistant Clerk	July 2005	Massachusetts Financial Services Company, Vice President and Assistant General Counsel	N/A
Kino Clark (k) (Age 45)	Assistant Treasurer	January 2012	Massachusetts Financial Services Company, Vice President	N/A
Thomas H. Connors (k) (Age 54)	Assistant Secretary and Assistant Clerk	September 2012	Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)	N/A
Ethan D. Corey (k) (Age 50)	Assistant Secretary and Assistant Clerk	July 2005	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel	N/A
David L. DiLorenzo (k) (Age 45)	Treasurer	July 2005	Massachusetts Financial Services Company, Senior Vice President	N/A
Brian E. Langenfeld (k) (Age 41)	Assistant Secretary and Assistant Clerk	June 2006	Massachusetts Financial Services Company, Vice President and Senior Counsel	N/A
Susan S. Newton (k) (Age 64)	Assistant Secretary and Assistant Clerk	May 2005	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel	N/A
Susan A. Pereira (k) (Age 43)	Assistant Secretary and Assistant Clerk	July 2005	Massachusetts Financial Services Company, Vice President and Senior Counsel	N/A
Kasey L. Phillips (k) (Age 43)	Assistant Treasurer	September 2012	Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012)	N/A
Mark N. Polebaum (k) (Age 62)	Secretary and Clerk	January 2006	Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary	N/A
Frank L. Tarantino (l) (Age 70)	Independent Chief Compliance Officer	June 2004	Tarantino LLC (provider of compliance services), Principal	N/A
Richard S. Weitzel (k) (Age 43)	Assistant Secretary and Assistant Clerk	October 2007	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel	N/A
James O. Yost (k) (Age 53)	Deputy Treasurer	September 1990	Massachusetts Financial Services Company, Senior Vice President	N/A

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

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

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

(l) Mr. Tarantino will retire as Independent Chief Compliance Officer of the MFS Funds on October 31, 2014. It is expected that Mr. Tarantino will continue after that date as an Independent Senior Officer of the MFS Funds.

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.

148

Trustees and Officers – continued

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.

Investment Adviser	Custodian
Massachusetts Financial Services Company	State Street Bank and Trust Company
111 Huntington Avenue	1 Lincoln Street
Boston, MA 02199-7618	Boston, MA 02111-2900
Distributor	Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.	Ernst & Young LLP
111 Huntington Avenue	200 Clarendon Street
Boston, MA 02199-7618	Boston, MA 02116
Portfolio Manager
Joseph Flaherty

149

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

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

PROXY VOTING POLICIES AND INFORMATION

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.

QUARTERLY PORTFOLIO DISCLOSURE

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

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

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

FURTHER INFORMATION

From time to time, MFS may post important information about 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.

FEDERAL TAX INFORMATION (unaudited)

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:

	Capital Gains
MFS Lifetime Retirement Income Fund		$440,000
MFS Lifetime 2010 Fund		47,403
MFS Lifetime 2015 Fund		40,039
MFS Lifetime 2025 Fund		53,000
MFS Lifetime 2035 Fund		39,000
MFS Lifetime 2040 Fund		15,479
MFS Lifetime 2045 Fund		23,000
MFS Lifetime 2050 Fund		45,010
MFS Lifetime 2055 Fund		5,000

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

	Dividends Received Deductions
MFS Lifetime Retirement Income Fund		9.80%
MFS Lifetime 2010 Fund		9.96%
MFS Lifetime 2015 Fund		10.36%
MFS Lifetime 2020 Fund		17.24%
MFS Lifetime 2025 Fund		21.77%
MFS Lifetime 2030 Fund		35.96%
MFS Lifetime 2035 Fund		35.87%
MFS Lifetime 2040 Fund		46.89%
MFS Lifetime 2045 Fund		38.71%
MFS Lifetime 2050 Fund		42.18%
MFS Lifetime 2055 Fund		49.87%

150

rev. 3/11

FACTS WHAT DOES MFS DO WITH YOUR
PERSONAL INFORMATION?

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

What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:   • Social Security number and account balances • Account transactions and transaction history • Checking account information and wire transfer instructions   When you are no longer our customer, we continue to share your information as described in this notice.

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

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

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

151

Page 2

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

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

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

Other important information

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

152

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CONTACT US

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

ITEM 2. CODE OF ETHICS.

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

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

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Messrs. Robert E. Butler, John P. Kavanaugh and Robert W. Uek and 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.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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

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

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

	Audit Fees
	2014		2013
Fees billed by E&Y:
MFS Lifetime Retirement Income Fund		27,348		27,033
MFS Lifetime 2010 Fund		27,348		27,033
MFS Lifetime 2015 Fund		20,306		13,650
MFS Lifetime 2020 Fund		27,348		27,033
MFS Lifetime 2025 Fund		20,306		13,650
MFS Lifetime 2030 Fund		27,348		27,033
MFS Lifetime 2035 Fund		20,306		13,650
MFS Lifetime 2040 Fund		27,348		27,033
MFS Lifetime 2045 Fund		20,306		13,650
MFS Lifetime 2050 Fund		26,830		26,521
MFS Lifetime 2055 Fund		20,306		13,650
Total		265,100		229,936

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:

	Audit-Related  Fees1				Tax Fees2				All Other Fees3
	2014		2013		2014		2013		2014		2013
Fees billed by E&Y:
To MFS Lifetime Retirement Income Fund		0		0		5,010		4,950		0		0
To MFS Lifetime 2010 Fund		0		0		5,010		4,950		0		0
To MFS Lifetime 2015 Fund		0		0		4,908		4,850		0		0
To MFS Lifetime 2020 Fund		0		0		5,010		4,950		0		0
To MFS Lifetime 2025 Fund		0		0		4,908		4,850		0		0
To MFS Lifetime 2030 Fund		0		0		5,010		4,950		0		0
To MFS Lifetime 2035 Fund		0		0		4,908		4,850		0		0
To MFS Lifetime 2040 Fund		0		0		5,010		4,950		0		0
To MFS Lifetime 2045 Fund		0		0		4,908		4,850		0		0
To MFS Lifetime 2050 Fund		0		0		4,987		4,928		0		0
To MFS Lifetime 2055 Fund		0		0		4,908		4,850		0		0
Total fees billed by E&Y To above Funds:		0		0		54,577		53,928		0		0

	Audit-Related  Fees1				Tax Fees2				All Other Fees3
	2014		2013		2014		2013		2014		2013
Fees billed by E&Y:
To MFS and MFS Related Entities of MFS Lifetime Retirement Income Fund*		0		0		0		0		0		0
To MFS and MFS Related Entities of MFS Lifetime 2010 Fund*		0		0		0		0		0		0
To MFS and MFS Related Entities of MFS Lifetime 2015 Fund*		0		0		0		0		0		0
To MFS and MFS Related Entities of MFS Lifetime 2020 Fund*		0		0		0		0		0		0
To MFS and MFS Related Entities of MFS Lifetime 2025 Fund*		0		0		0		0		0		0
To MFS and MFS Related Entities of MFS Lifetime 2030 Fund*		0		0		0		0		0		0
To MFS and MFS Related Entities of MFS Lifetime 2035 Fund*		0		0		0		0		0		0
To MFS and MFS Related Entities of MFS Lifetime 2040 Fund*		0		0		0		0		0		0
To MFS and MFS Related Entities of MFS Lifetime 2045 Fund*		0		0		0		0		0		0
To MFS and MFS Related Entities of MFS Lifetime 2050 Fund*		0		0		0		0		0		0
To MFS and MFS Related Entities of MFS Lifetime 2055 Fund*		0		0		0		0		0		0

	Aggregate Fees for Non-audit Services
	2014		2013
Fees billed by E&Y:
To MFS Lifetime Retirement Income Fund, MFS and MFS Related Entities#		50,010		52,950
To MFS Lifetime 2010 Fund, MFS and MFS Related Entities#		50,010		52,950
To MFS Lifetime 2015 Fund, MFS and MFS Related Entities#		49,908		52,850
To MFS Lifetime 2020 Fund, MFS and MFS Related Entities#		50,010		52,950
To MFS Lifetime 2025 Fund, MFS and MFS Related Entities#		49,908		52,850
To MFS Lifetime 2030 Fund, MFS and MFS Related Entities#		50,010		52,950
To MFS Lifetime 2035 Fund, MFS and MFS Related Entities#		49,908		52,850
To MFS Lifetime 2040 Fund, MFS and MFS Related Entities#		50,010		52,950
To MFS Lifetime 2045 Fund, MFS and MFS Related Entities#		49,908		52,850
To MFS Lifetime 2050 Fund, MFS and MFS Related Entities#		49,987		52,928
To MFS Lifetime 2055 Fund, MFS and MFS Related Entities#		49,908		52,850

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

# This amount reflects the aggregate fees billed by E&Y for non-audit services rendered to the Funds and for non-audit services rendered to MFS and the MFS Related Entities.

¹  The fees included under “Audit-Related Fees” are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under ‘‘Audit Fees,’’ including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.

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

³  The fees under “All Other Fees” are fees for products and services provided by E&Y other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees”.

Item 4(e)(1):

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

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

Item 4(e)(2):

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

Item 4(f): Not applicable.

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

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the Registrant.

ITEM 6. INVESTMENTS

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

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

Not applicable to the Registrant.

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

Not applicable to the Registrant.

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

Not applicable to the Registrant.

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

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

ITEM 11. CONTROLS AND PROCEDURES.

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

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

ITEM 12. EXHIBITS.

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

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

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

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

Notice

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

SIGNATURES

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

(Registrant) MFS SERIES TRUST XII

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

Date: June 17, 2014

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

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

Date: June 17, 2014

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

Date: June 17, 2014

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