MFS SERIES TRUST XII N-CSR

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

Dear Shareholders:

Global economic expansion slowed in early 2015 as the pace of U.S. growth decelerated sharply. Harsh weather hurt U.S. domestic demand, and a strong dollar made exports more expensive. Also contributing to weakness were a slow, tentative eurozone economic recovery, a steady downturn in China’s pace of growth and ongoing sluggishness in Japan.

Asian and European central banks are making concerted stimulus efforts. The European Central Bank’s quantitative easing program shows early signs of gaining traction. The People’s Bank of China has introduced a series of targeted monetary policy actions. The Bank of Japan remains focused on its target of 2% consumer price inflation.

With little sign of inflation, the U.S. Federal Reserve has remained accommodative in the face of these global headwinds, though interest rate increases are expected to begin later this year.

The world’s financial markets have become increasingly complex in recent years. Now more than ever, it is important to understand companies on a global basis. At MFS®, we believe our integrated research platform, collaborative culture, active risk management process and long-term focus give us a research advantage.

As investors, we aim to add long-term value. We believe this approach will serve you well as you work with your financial advisor to reach your investment objectives.

Respectfully,

LOGO

Robert J. Manning

Chairman

MFS Investment Management

June 16, 2015

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

MFS Lifetime Income Fund

Portfolio target allocation

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Portfolio holdings
MFS Limited Maturity Fund			20.1%
MFS Total Return Bond Fund			20.0%
MFS Inflation-Adjusted Bond Fund			10.0%
MFS Government Securities Fund			10.0%
MFS Global Bond Fund			5.0%
MFS Value Fund			4.0%
MFS Research Fund			3.9%
MFS Growth Fund			3.9%
MFS High Income Fund			3.0%
MFS Research International Fund			3.0%
MFS Mid Cap Value Fund			3.0%
MFS Mid Cap Growth Fund			2.9%
MFS Emerging Markets Debt Fund			2.0%
MFS Absolute Return Fund			2.0%
MFS Commodity Strategy Fund			1.0%
MFS Emerging Markets Debt Local Currency Fund			1.0%
MFS International Growth Fund			1.0%
MFS International Value Fund			1.0%
MFS Global Real Estate Fund			1.0%
MFS New Discovery Value Fund			1.0%
MFS New Discovery Fund			1.0%
Cash & Other			0.2%

Cash & Other can include cash, other assets less liabilities, and short-term securities.

MFS Lifetime 2015 Fund

Portfolio target allocation

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Portfolio holdings
MFS Total Return Bond Fund			19.5%
MFS Limited Maturity Fund			19.2%
MFS Government Securities Fund			10.0%
MFS Inflation-Adjusted Bond Fund			10.0%
MFS Global Bond Fund			5.0%
MFS Value Fund			4.1%
MFS Research Fund			4.1%
MFS Growth Fund			4.1%
MFS High Income Fund			3.2%
MFS Research International Fund			3.1%
MFS Mid Cap Value Fund			3.1%
MFS Mid Cap Growth Fund			3.0%
MFS Emerging Markets Debt Fund			2.1%
MFS Absolute Return Fund			2.0%
MFS Emerging Markets Debt Local Currency Fund			1.1%
MFS International Growth Fund			1.1%
MFS International Value Fund			1.1%
MFS Commodity Strategy Fund			1.0%
MFS Global Real Estate Fund			1.0%
MFS New Discovery Value Fund			1.0%
MFS New Discovery Fund			1.0%
Cash & Other			0.2%

Cash & Other can include cash, other assets less liabilities, and short-term securities.

MFS Lifetime 2020 Fund

Portfolio target allocation

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Portfolio holdings
MFS Total Return Bond Fund			14.4%
MFS Government Securities Fund			10.0%
MFS Inflation-Adjusted Bond Fund			9.7%
MFS Limited Maturity Fund			9.1%
MFS Value Fund			6.2%
MFS Research Fund			6.2%
MFS Growth Fund			6.1%
MFS High Income Fund			5.1%
MFS Global Bond Fund			5.0%
MFS Mid Cap Value Fund			4.3%
MFS Mid Cap Growth Fund			4.2%
MFS Research International Fund			4.2%
MFS Emerging Markets Debt Fund			3.0%
MFS International Growth Fund			2.1%
MFS International Value Fund			2.1%
MFS Emerging Markets Debt Local Currency Fund			2.0%
MFS Absolute Return Fund			1.9%
MFS Commodity Strategy Fund			1.2%
MFS Global Real Estate Fund			1.1%
MFS New Discovery Value Fund			1.0%
MFS New Discovery Fund			1.0%
MFS International New Discovery Fund			0.1%
Cash & Other (o)			0.0%

Cash & Other can include cash, other assets less liabilities, and short-term securities.

MFS Lifetime 2025 Fund

Portfolio target allocation

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Portfolio holdings
MFS Government Securities Fund			9.2%
MFS Value Fund			8.2%
MFS Growth Fund			8.2%
MFS Research Fund			8.0%
MFS Total Return Bond Fund			7.6%
MFS Mid Cap Value Fund			7.1%
MFS Mid Cap Growth Fund			7.1%
MFS Inflation-Adjusted Bond Fund			6.8%
MFS Research International Fund			6.1%
MFS High Income Fund			5.1%
MFS Global Bond Fund			4.8%
MFS Commodity Strategy Fund			3.2%
MFS International Growth Fund			3.2%
MFS International Value Fund			3.1%
MFS Emerging Markets Debt Fund			3.0%
MFS Global Real Estate Fund			2.0%
MFS Emerging Markets Debt Local Currency Fund			2.0%
MFS New Discovery Value Fund			1.5%
MFS New Discovery Fund			1.5%
MFS International New Discovery Fund			1.1%
MFS Absolute Return Fund			1.0%
MFS Emerging Markets Equity Fund			0.1%
Cash & Other			0.1%

Cash & Other can include cash, other assets less liabilities, and short-term securities.

MFS Lifetime 2030 Fund

Portfolio target allocation

LOGO


Portfolio holdings
MFS Value Fund			11.0%
MFS Growth Fund			11.0%
MFS Mid Cap Value Fund			9.0%
MFS Mid Cap Growth Fund			9.0%
MFS Research Fund			7.9%
MFS Research International Fund			7.1%
MFS International Growth Fund			5.1%
MFS International Value Fund			5.1%
MFS Inflation-Adjusted Bond Fund			4.9%
MFS High Income Fund			4.8%
MFS Commodity Strategy Fund			4.1%
MFS Global Real Estate Fund			3.1%
MFS Total Return Bond Fund			3.0%
MFS Emerging Markets Debt Fund			2.9%
MFS International New Discovery Fund			2.1%
MFS New Discovery Value Fund			2.0%
MFS New Discovery Fund			2.0%
MFS Emerging Markets Debt Local Currency Fund			1.9%
MFS Global Bond Fund			1.9%
MFS Emerging Markets Equity Fund			1.0%
MFS Absolute Return Fund			1.0%
Cash & Other			0.1%

Cash & Other can include cash, other assets less liabilities, and short-term securities.

MFS Lifetime 2035 Fund

Portfolio target allocation

LOGO


Portfolio holdings
MFS Value Fund			11.5%
MFS Growth Fund			11.4%
MFS Mid Cap Value Fund			9.5%
MFS Mid Cap Growth Fund			9.5%
MFS Research Fund			8.0%
MFS Research International Fund			7.6%
MFS International Growth Fund			6.1%
MFS International Value Fund			6.1%
MFS Commodity Strategy Fund			4.6%
MFS Global Real Estate Fund			4.1%
MFS Inflation-Adjusted Bond Fund			3.7%
MFS International New Discovery Fund			3.1%
MFS Total Return Bond Fund			2.7%
MFS High Income Fund			2.3%
MFS New Discovery Value Fund			2.3%
MFS New Discovery Fund			2.2%
MFS Emerging Markets Equity Fund			1.5%
MFS Emerging Markets Debt Fund			1.4%
MFS Emerging Markets Debt Local Currency Fund			0.9%
MFS Global Bond Fund			0.9%
MFS Absolute Return Fund			0.5%
Cash & Other			0.1%

Cash & Other can include cash, other assets less liabilities, and short-term securities.

MFS Lifetime 2040 Fund

Portfolio target allocation

LOGO


Portfolio holdings
MFS Value Fund			12.0%
MFS Growth Fund			11.9%
MFS Mid Cap Value Fund			9.9%
MFS Mid Cap Growth Fund			9.9%
MFS Research International Fund			8.1%
MFS Research Fund			8.0%
MFS International Growth Fund			7.1%
MFS International Value Fund			7.0%
MFS Commodity Strategy Fund			5.1%
MFS Global Real Estate Fund			5.0%
MFS International New Discovery Fund			4.0%
MFS Inflation-Adjusted Bond Fund			2.5%
MFS Total Return Bond Fund			2.5%
MFS New Discovery Value Fund			2.5%
MFS New Discovery Fund			2.4%
MFS Emerging Markets Equity Fund			2.0%
Cash & Other			0.1%

Cash & Other can include cash, other assets less liabilities, and short-term securities.

MFS Lifetime 2045 Fund

Portfolio target allocation

LOGO


Portfolio holdings
MFS Value Fund			12.0%
MFS Growth Fund			11.9%
MFS Mid Cap Value Fund			9.9%
MFS Mid Cap Growth Fund			9.9%
MFS Research International Fund			8.0%
MFS Research Fund			7.9%
MFS International Growth Fund			7.0%
MFS International Value Fund			7.0%
MFS Commodity Strategy Fund			5.2%
MFS Global Real Estate Fund			5.0%
MFS International New Discovery Fund			4.0%
MFS Inflation-Adjusted Bond Fund			2.5%
MFS Total Return 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			0.2%

Cash & Other can include cash, other assets less liabilities, and short-term securities.

MFS Lifetime 2050 Fund

Portfolio target allocation

LOGO


Portfolio holdings
MFS Value Fund			11.9%
MFS Growth Fund			11.9%
MFS Mid Cap Value Fund			10.0%
MFS Mid Cap Growth Fund			9.9%
MFS Research International Fund			8.0%
MFS Research Fund			8.0%
MFS International Growth Fund			7.0%
MFS International Value Fund			7.0%
MFS Commodity Strategy Fund			5.1%
MFS Global Real Estate Fund			5.0%
MFS International New Discovery Fund			4.0%
MFS Total Return 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			0.2%

Cash & Other can include cash, other assets less liabilities, and short-term securities.

MFS Lifetime 2055 Fund

Portfolio target allocation

LOGO


Portfolio holdings
MFS Value Fund			11.8%
MFS Growth Fund			11.8%
MFS Mid Cap Value Fund			9.9%
MFS Mid Cap Growth Fund			9.9%
MFS Research International Fund			7.9%
MFS Research Fund			7.9%
MFS International Growth Fund			6.9%
MFS International Value Fund			6.9%
MFS Commodity Strategy Fund			5.1%
MFS Global Real Estate Fund			4.9%
MFS International New Discovery Fund			4.0%
MFS Total Return Bond Fund			2.5%
MFS Inflation-Adjusted Bond Fund			2.5%
MFS New Discovery Value Fund			2.5%
MFS New Discovery Fund			2.4%
MFS Emerging Markets Equity Fund			2.0%
Cash & Other			1.1%

Cash & Other can include cash, other assets less liabilities, and short-term securities.

A generally risk-friendly environment persisted from early in the period until mid-2014. While geopolitical tensions flared in the Middle East and Russia/Ukraine, any market setbacks were short-lived as improving economic growth in the US, coupled with prospects for easier monetary policy in regions with slowing growth, such as Japan, Europe and China, supported risk assets. For example, the European Central Bank (“ECB”) cut policy interest rates into negative territory and expectations were high for additional rate cuts and the announcement of non-conventional easing measures. Similarly, toward the middle of the period the Bank of Japan surprised markets with fresh stimulus measures given lackluster growth trends. The related decline in developed market government bond yields and credit spreads were also supportive for equity markets.

A dominant trend in the second half of the period was the ongoing rise in US equities alongside a decline in US bond yields. The uptrend in US corporate margins and profits continued throughout the second half of 2014, but a rising dollar and a sharp decline in commodity prices, particularly crude oil prices, negatively impacted credit markets, particularly US high yield and emerging market debt. The higher weightings of oil and gas credits in these asset classes resulted in widening spreads and increased volatility. Toward the end of the period, declining inflation and inflation expectations caused a mini-wave of global easing highlighted by the ECB’s decision to commence a potentially open-ended phase of quantitative easing (“QE”), supporting risk assets as well as government bond prices, while the US dollar continues to benefit from the perception that Federal Reserve (“Fed”) tightening is likely to occur later in 2015.

For the twelve months ended April 30, 2015, Class A shares of the MFS Lifetime Income Fund (“fund”) provided a total return of 3.66%, at net asset value. This compares with a return of 4.46% for the fund’s benchmark, the Barclays U.S. Aggregate Bond Index. The fund’s other benchmark, the MFS Lifetime Income Fund Blended Index (formerly MFS Lifetime Retirement Income Fund Blended Index) (“Blended Index”), generated a return of 5.82%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

During the reporting period, equity markets generally outperformed bond markets. However, within the US equity component of the portfolio, allocations to value and small/mid cap funds, such as the MFS Value Fund, MFS Mid Cap Value Fund and MFS New Discovery Fund, detracted from relative performance. Conversely, the fund’s investment in the MFS Mid Cap Growth Fund supported relative results as growth outperformed value in the US. On an absolute basis, international equities lagged US equities. Selection within international funds, particularly the MFS International Value Fund, was a positive contributor to relative performance.

Within the fixed income segment of the portfolio, the MFS Limited Maturity Fund, MFS Global Bond Fund and MFS Inflation-Adjusted Bond Fund detracted from relative performance as global and short duration bond funds underperformed the more interest rate sensitive Barclays U.S. Aggregate Bond Index. In addition, the majority of the underlying funds within this segment also underperformed their respective benchmarks. On the positive side, the fund’s allocation to the MFS Emerging Markets Debt Fund contributed to relative performance over the reporting period.

Within the specialty funds segment, the MFS Commodity Strategy Fund held back relative performance while the MFS Global Real Estate Fund contributed to relative results.

For the twelve months ended April 30, 2015, Class A shares of the MFS Lifetime 2015 Fund (“fund”) provided a total return of 3.92%, at net asset value. This compares with a return of 4.46% 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 5.94%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

Within the specialty funds segment, the MFS Commodity Strategy Fund held back relative performance while the MFS Global Real Estate Fund contributed to relative results.

For the twelve months ended April 30, 2015, Class A shares of the MFS Lifetime 2020 Fund (“fund”) provided a total return of 4.76%, at net asset value. This compares with a return of 12.98% 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 6.49%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

Within the fixed income segment of the portfolio, the MFS Global Bond Fund, MFS Limited Maturity Fund and MFS Inflation-Adjusted Bond Fund detracted from relative performance as global and short duration bond funds underperformed the more interest rate sensitive Barclays U.S. Aggregate Bond Index. In addition, the majority of the underlying funds within this segment underperformed their respective benchmarks.

Within the specialty funds segment, the MFS Commodity Strategy Fund held back relative performance while the MFS Global Real Estate Fund contributed to relative results.

For the twelve months ended April 30, 2015, Class A shares of the MFS Lifetime 2025 Fund (“fund”) provided a total return of 5.64%, at net asset value. This compares with a return of 12.98% 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 6.88%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

Within the fixed income segment of the portfolio, the MFS Global Bond Fund detracted from relative performance as global bond funds underperformed the more interest rate sensitive Barclays U.S. Aggregate Bond Index. In addition, the majority of the underlying funds within this segment underperformed their respective benchmarks.

Within the specialty funds segment, the MFS Commodity Strategy Fund held back relative performance while the MFS Global Real Estate Fund contributed to relative results.

For the twelve months ended April 30, 2015, Class A shares of the MFS Lifetime 2030 Fund (“fund”) provided a total return of 6.37%, at net asset value. This compares with a return of 12.98% 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 7.26%. 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.

Within the specialty funds segment, the MFS Commodity Strategy Fund held back relative performance while the MFS Global Real Estate Fund contributed to relative results.

For the twelve months ended April 30, 2015, Class A shares of the MFS Lifetime 2035 Fund (“fund”) provided a total return of 6.72%, at net asset value. This compares with a return of 12.98% 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 7.26%. 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.

Within the specialty funds segment, the MFS Commodity Strategy Fund held back relative performance while the MFS Global Real Estate Fund contributed to relative results.

For the twelve months ended April 30, 2015, Class A shares of the MFS Lifetime 2040 Fund (“fund”) provided a total return of 6.97%, at net asset value. This compares with a return of 12.98% 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 7.28%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

Within the fixed income segment of the portfolio, the MFS Inflation-Adjusted Bond Fund detracted from relative performance as this fund underperformed the Barclays U.S. Aggregate Bond Index.

Within the specialty funds segment, the MFS Commodity Strategy Fund held back relative performance while the MFS Global Real Estate Fund contributed to relative results.

For the twelve months ended April 30, 2015, Class A shares of the MFS Lifetime 2045 Fund (“fund”) provided a total return of 6.95%, at net asset value. This compares with a return of 12.98% 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 7.28%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

Within the fixed income segment of the portfolio, the MFS Inflation-Adjusted Bond Fund detracted from relative performance as this fund underperformed the Barclays U.S. Aggregate Bond Index.

Within the specialty funds segment, the MFS Commodity Strategy Fund held back relative performance while the MFS Global Real Estate Fund contributed to relative results.

For the twelve months ended April 30, 2015, Class A shares of the MFS Lifetime 2050 Fund (“fund”) provided a total return of 6.92%, at net asset value. This compares with a return of 12.98% 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 7.28%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

Within the fixed income segment of the portfolio, the MFS Inflation-Adjusted Bond Fund detracted from relative performance as this fund underperformed the Barclays U.S. Aggregate Bond Index.

Within the specialty funds segment, the MFS Commodity Strategy Fund held back relative performance while the MFS Global Real Estate Fund contributed to relative results.

For the twelve months ended April 30, 2015, Class A shares of the MFS Lifetime 2055 Fund (“fund”) provided a total return of 6.90%, at net asset value. This compares with a return of 12.98% 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 7.28%. The Blended Index reflects the blended returns of equity and fixed income market indices, with percentage allocations to each index designed to resemble the equity and fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

Within the fixed income segment of the portfolio, the MFS Inflation-Adjusted Bond Fund detracted from relative performance as this fund underperformed the Barclays U.S. Aggregate Bond Index.

Within the specialty funds segment, the MFS Commodity Strategy Fund held back relative performance while the MFS Global Real Estate Fund contributed to relative results.

Note to Shareholders: Effective August 28, 2014, MFS Lifetime Retirement Income Fund changed its name to MFS Lifetime Income Fund.

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

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

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

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

Bloomberg Commodity Index (formerly known as 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.

Class 529 shares, which currently are only offered by the MFS Lifetime Income Fund, are only available in conjunction with qualified tuition programs, such as the MFS 529 Savings Plan. There also is an additional fee, which is detailed in the program description, on qualified tuition programs. If this fee was reflected, the performance for Class 529 shares would have been lower. This annual fee is waived for Oregon residents and for those accounts with assets of $25,000 or more.

Average annual total return represents the average annual change in value for each share class for the periods presented. Life returns are presented where the share class has less than 10 years of performance history and represent the average annual total return from the class inception date to the stated period end date. As the fund’s share classes may have different inception dates, the life returns may represent different time periods and may not be comparable.

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

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

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

Fund expenses borne by the shareholders during the period, November 1, 2014 through April 30, 2015

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, 2014 through April 30, 2015.

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

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

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

For the MFS Lifetime Income 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 529B shares, this rebate reduced the expense ratio above by 0.01%. See Note 3 in the Notes to Financial Statements for additional information.

For the MFS Lifetime 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 0.02%. See Note 3 in the Notes to Financial Statements for additional information.

For the MFS Lifetime 2035 Fund, each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above and are outside of the expense limitation arrangement. For Class A shares, this rebate reduced the expense ratio above by 0.01%. See Note 3 in the Notes to Financial Statements for additional information.

For the MFS Lifetime 2045 Fund, each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above and are outside of the expense limitation arrangement. For Class A shares, this rebate reduced the expense ratio above by 0.01%. See Note 3 in the Notes to Financial Statements for additional information.

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

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

On sales of $50,000 or more, the maximum offering prices of Class A and Class 529A shares are reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, Class C, Class 529B, and Class 529C shares.

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

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

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

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

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

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

MFS Lifetime Income Fund (formerly MFS Lifetime Retirement Income 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 Standards Codification Topic 946 Financial Services – Investment Companies.

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

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

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

In June 2014, FASB issued Accounting Standards Update 2014-11, Transfers and Servicing (Topic 860) – Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (“ASU 2014-11”). ASU 2014-11 changes the accounting for repurchase-to-maturity transactions (i.e., repurchase agreements that settle at the same time as the maturity of the transferred financial asset) and enhances the required disclosures for repurchase agreements and other similar transactions. Although still evaluating the potential impacts of ASU 2014-11 to the funds, management expects that the impact of each fund’s adoption will be limited to additional financial statement disclosures which would first be effective for interim reporting periods beginning after March 15, 2015.

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” also refers to the underlying funds in which the fund-of-funds 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, 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 may be valued at amortized cost, which approximates market value. Exchange-traded options are generally valued at the last sale or official closing price as provided by a third-party pricing service on the exchange on which such options are primarily traded. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation as provided by a third-party pricing service on the exchange on which such options are primarily traded. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued at valuations provided by a third-party pricing service. Futures contracts are generally valued at last posted settlement price as provided by a third-party pricing service on the market on which they are primarily traded. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation as provided by a third-party pricing service on the market on which such futures contracts are primarily traded. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Swap agreements are generally valued at valuations provided by a third-party pricing service, which for cleared swaps includes an evaluation of any trading activity at the clearinghouses. Open-end investment companies are generally valued at net asset value per share. Securities and other assets, including commodity-linked structured notes, generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

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

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

The following is a summary of the levels used as of April 30, 2015 in valuing each fund’s assets or liabilities:

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

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

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

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on an accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Distributions of income and capital gains from the underlying funds are recorded on the ex-dividend

date. Recognition of net investment income by each fund is affected by the timing of the declaration of distributions 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 U.S. dollars deposited with the custodian by each fund. This amount, for the year ended April 30, 2015, is shown as a reduction of total expenses in the Statements of Operations. In the case of the MFS Lifetime 2020 Fund, custody fees were not reduced.

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

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

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

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

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

Multiple Classes of Shares of Beneficial Interest – Each fund offers multiple classes of shares, which differ in their respective distribution, service, and program manager fees. For the MFS Lifetime Income Fund, income and common expenses are allocated to shareholders based on the value of settled shares outstanding of each class. For the MFS Lifetime 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 and Class 529B shares will convert to Class A and Class 529A shares, respectively, approximately eight years after purchase. Each fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

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

The investment adviser has agreed in writing to pay all of each fund’s operating expenses, excluding distribution and service fees, program manager 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, 2015. After August 31, 2015, MFS, under certain conditions, 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, 2015, this reduction amounted to the following for each fund and is included in the reduction of total expenses in the Statements of Operations:

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received the following amounts for the year ended April 30, 2015, as its portion of the initial sales charge on sales of Class A and Class 529A shares of each fund:

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

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

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase for shares purchased on or after August 1, 2012, and within 24 months of purchase for shares purchased prior to August 1, 2012. Class C and Class 529C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B and Class 529B 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, 2015, were as follows:

The MFS Lifetime Income Fund has entered into and may from time to time enter into contracts with program managers and other parties which administer the tuition programs through which an investment in the fund’s 529 share classes is made. The MFS Lifetime Income Fund has entered into an agreement with MFD pursuant to which MFD receives an annual fee of up to 0.10% of the average daily net assets attributable to each 529 share class. MFD has agreed to waive a portion of this fee in an amount equal to 0.05% of the average daily net assets for each 529 share class. This waiver agreement will expire on August 31, 2016, unless MFD elects to extend the waiver. For the period from the inception of the 529 classes on January 8, 2015 through April 30, 2015, this waiver amounted to $11,095 and is included in the reduction of total expenses in the Statement of Operations. The program manager fee incurred for the period from the inception of the 529 classes on January 8, 2015 through April 30, 2015 was equivalent to an annual effective rate of 0.05% of the average daily net assets attributable to each 529 share class. The services provided by MFD, or a third party with which MFD contracts, include recordkeeping and tax reporting and account services, as well as services designed to maintain the program’s compliance with the Internal Revenue Code and other regulatory requirements. Program manager fees and waivers for the MFS Lifetime Income Fund for the period from the inception of the 529 classes on January 8, 2015 through April 30, 2015, were as follows:

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, provides shareholder services and transfer agent services to the funds. Under a Special Servicing Agreement among MFS, certain MFS funds which invest in other MFS funds (“MFS fund-of-funds”) and certain underlying funds in which a MFS fund-of-funds invests (“underlying funds”), each underlying fund may pay a portion of each MFS fund-of-funds’ 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-funds. For the year ended April 30, 2015, 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 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, 2015 was equivalent to the following annual effective rates of each fund’s average daily net assets:

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

Other – Effective November 1, 2014, these funds and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. Prior to November 1, 2014, the funds had entered into services agreements (the Compliance Officer Agreements) which provided 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. Prior to November 1, 2014, Frank L. Tarantino served as the ICCO. Effective October 31, 2014, Mr. Tarantino resigned as ICCO and the Compliance Officer Agreement between the funds and Tarantino LLC was terminated. Prior to June 1, 2014, Robyn L. Griffin served as the Assistant ICCO and was an officer of the funds. Ms. Griffin is the sole member of Griffin Compliance LLC. Effective May 31, 2014, Ms. Griffin resigned as Assistant ICCO and the Compliance Officer Agreement between the funds and Griffin Compliance LLC was terminated. For the year ended April 30, 2015, the aggregate fees paid by each fund under these agreements amounted to the following and are included in “Miscellaneous” expense in the Statements of Operations:

MFS had agreed to reimburse the funds for a portion of the payments made by each fund for the services under the Compliance Officer agreements 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 ISO, ICCO, and Assistant ICCO.

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

On January 7, 2015, MFS purchased 10,000 shares each of Class 529A, Class 529B, and Class 529C, for an aggregate amount of $100,000 of the MFS Lifetime Income Fund.

At April 30, 2015, MFS held approximately 59%, 72%, and 96% of the outstanding shares of Class B, Class I, and Class R1, respectively, of MFS Lifetime 2015 Fund, 77% of the outstanding shares of Class R1 of MFS Lifetime 2025 Fund, 74% of the outstanding shares of Class R1 of MFS Lifetime 2035 Fund, 78% of the outstanding shares of Class R1 of MFS Lifetime 2045 Fund, and 55% and 95% of the outstanding shares of Class B and Class R1, respectively, of MFS Lifetime 2055 Fund.

For the year ended April 30, 2015, purchases and sales of shares of underlying funds aggregated to the following:

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

Each fund and certain other funds managed by MFS participate in a $1.25 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, 2015, each fund’s commitment fee and interest expense were equal to the following and are included in “Miscellaneous” expense in the Statements of Operations:

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

At close of business on June 20, 2014, the MFS Lifetime Income Fund (formerly the MFS Lifetime Retirement Income Fund) with net assets of approximately $394,420,562, acquired all of the assets and liabilities of MFS Lifetime 2010 Fund. The purpose of the transaction was to provide shareholders of MFS Lifetime 2010 Fund the opportunity to participate in a larger combined portfolio with a similar investment objective and similar investment policies and strategies. The acquisition was accomplished by a tax-free exchange of approximately 5,653,483 shares of the MFS Lifetime Income Fund (valued at approximately $69,704,946) for all of the assets and liabilities of MFS Lifetime 2010 Fund. MFS Lifetime 2010 Fund then distributed the shares of the MFS Lifetime Income

Fund that MFS Lifetime 2010 Fund received from the MFS Lifetime Income Fund to its shareholders. MFS Lifetime 2010 Fund’s investments on that date were valued at approximately $69,675,874 with a cost basis of approximately $56,833,182. For financial reporting purposes, assets received and shares issued by the MFS Lifetime Income Fund were recorded at fair value; however, the cost basis of the investments received from MFS Lifetime 2010 Fund were carried forward to align ongoing reporting of the MFS Lifetime Income Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of MFS Lifetime 2010 Fund that have been included in the MFS Lifetime Income Fund’s Statement of Operations since June 20, 2014.

Assuming the acquisition had been completed on May 1, 2014, the MFS Lifetime Income Fund’s pro forma results of operations for the year ended April 30, 2015 are as follows:

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 Income Fund (formerly MFS Lifetime Retirement Income 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) (ten of the series constituting MFS Series Trust XII) as of April 30, 2015, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the periods 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, 2015, 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 (ten of the series constituting the MFS Series Trust XII) at April 30, 2015, and the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

The Trustees and Officers of the Trust, as of June 1, 2015, 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.

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

Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of June 1, 2015, the Trustees served as board members of 132 funds within the MFS Family of Funds.

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

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, 2014 is available without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.

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

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

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

The funds will notify shareholders of amounts for use in preparing 2015 income tax forms in January 2016. 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 to be taxed at the same rate as long-term capital gain.

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

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

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CONTACT US

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 55824

Boston, MA 02205-5824

OVERNIGHT MAIL

MFS Service Center, Inc.

c/o Boston Financial Data Services

30 Dan Road

Canton, MA 02021-2809

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

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

The Board of Trustees has appointed Ernst & Young LLP (“E&Y”) to serve as independent accountant to each series of the Registrant (each a “Fund” and collectively the “Funds”). The tables below set forth the audit fees billed to each Fund as well as fees for non-audit services provided to each Fund and/or to the Fund’s 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 Fund (“MFS Related Entities”).

For the fiscal years ended April 30, 2015 and 2014, audit fees billed to each Fund by E&Y were as follows:

For the fiscal years ended April 30, 2015 and 2014, fees billed by E&Y for audit-related, tax and other services provided to each Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

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

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

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

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

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

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

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

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

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


Letter from the Chairman			1
Portfolio composition			2
Management review			12
Performance summary			17
Expense tables			37
Portfolios of investments			48
Statements of assets and liabilities			56
Statements of operations			61
Statements of changes in net assets			63
Financial highlights			65
Notes to financial statements			114
Report of independent registered public accounting firm			141
Trustees and officers			142
Proxy voting policies and information			145
Quarterly portfolio disclosure			145
Further information			145
Federal tax information			145
MFS® privacy notice			146
Contact information back cover


Share Class	Class inception date	1-yr	5-yr	Life (t)
A	9/29/05	3.66%	5.70%	5.63%
B	9/29/05	2.89%	4.90%	4.88%
C	9/29/05	2.89%	4.90%	4.88%
I	9/29/05	4.00%	5.96%	5.94%
R1	9/29/05	2.88%	4.90%	4.86%
R2	9/29/05	3.40%	5.44%	5.37%
R3	9/29/05	3.74%	5.70%	5.64%
R4	9/29/05	3.92%	5.94%	5.91%
529A	1/08/15	N/A	N/A	2.07%
529B	1/08/15	N/A	N/A	1.83%
529C	1/08/15	N/A	N/A	1.83%


Comparative benchmarks
	Share Class	1-yr	5-yr	Life (t)
	Barclays U.S. Aggregate Bond Index (f)	4.46%	4.12%	4.82%
	MFS Lifetime Income Fund Blended Index (f)(z)	5.82%	6.47%	5.94%
	Bloomberg Commodity Index (f)	(24.69)%	(5.02)%	(4.27)%
	FTSE EPRA/NAREIT Developed Real Estate Index (f)	10.88%	11.18%	6.60%
	MSCI EAFE Index (f)	2.10%	7.89%	5.18%
	Standard & Poor’s 500 Stock Index (f)	12.98%	14.33%	8.03%

With sales charge
	A With Initial Sales Charge (5.75%)	(2.30)%	4.46%	4.98%
	B With CDSC (Declining over six years from 4% to 0%) (v)	(1.11)%	4.57%	4.88%
	C With CDSC (1% for 12 months) (v)	1.89%	4.90%	4.88%
	529A With Initial Sales Charge (5.75%)	N/A	N/A	(3.80)%
	529B With CDSC (Declining over six years from 4% to 0%) (v)	N/A	N/A	(2.17)%
	529C With CDSC (1% for 12 months) (v)	N/A	N/A	0.83%


	Share Class	Class inception date	1-yr	Life (t)
	A	11/02/12	3.92%	5.49%
	B	11/02/12	3.09%	4.69%
	C	11/02/12	3.12%	4.69%
	I	11/02/12	4.04%	5.72%
	R1	11/02/12	3.03%	4.67%
	R2	11/02/12	3.59%	5.21%
	R3	11/02/12	3.90%	5.46%
	R4	11/02/12	4.04%	5.72%

Comparative benchmarks
	Barclays U.S. Aggregate Bond Index (f)		4.46%	2.08%
	MFS Lifetime 2015 Fund Blended Index (f)(z)		5.94%	6.53%
	Bloomberg Commodity Index (f)		(24.69)%	(12.06)%
	FTSE EPRA/NAREIT Developed Real Estate Index (f)		10.88%	10.96%
	MSCI EAFE Index (f)		2.10%	12.90%
	Standard & Poor’s 500 Stock Index (f)		12.98%	18.91%

With sales charge
	A With Initial Sales Charge (5.75%)		(2.06)%	3.02%
	B With CDSC (Declining over six years from 4% to 0%) (v)		(0.91)%	3.56%
	C With CDSC (1% for 12 months) (v)		2.12%	4.69%


	4/30/15	4/30/14
Barclays U.S. Aggregate Bond Index	71.90%	69.70%
Standard & Poor’s 500 Stock Index	20.80%	22.40%
MSCI EAFE Index	5.30%	5.90%
Bloomberg Commodity Index	1.00%	1.00%
FTSE EPRA/NAREIT Developed Real Estate Index	1.00%	1.00%


Share Class		Annualized Expense Ratio		Beginning Account Value 11/01/14		Ending Account Value 4/30/15		Expenses Paid During Period (p) 11/01/14-4/30/15
A	Actual		0.25%		$1,000.00		$1,018.29		$1.25
A	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
B	Actual		1.00%		$1,000.00		$1,014.49		$4.99
B	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
C	Actual		1.00%		$1,000.00		$1,015.32		$5.00
C	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
I	Actual		0.00%		$1,000.00		$1,020.39		$0.00
I	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
R1	Actual		1.00%		$1,000.00		$1,014.48		$4.99
R1	Hypothetical (h)		1.00%		$1,000.00		$1,019.84		$5.01
R2	Actual		0.50%		$1,000.00		$1,017.85		$2.50
R2	Hypothetical (h)		0.50%		$1,000.00		$1,022.32		$2.51
R3	Actual		0.25%		$1,000.00		$1,019.12		$1.25
R3	Hypothetical (h)		0.25%		$1,000.00		$1,023.55		$1.25
R4	Actual		0.00%		$1,000.00		$1,020.39		$0.00
R4	Hypothetical (h)		0.00%		$1,000.00		$1,024.79		$0.00
529A	Actual (i)		0.30%		$1,000.00		$1,020.71		$0.94
529A	Hypothetical (h)		0.30%		$1,000.00		$1,023.31		$1.51
529B	Actual (i)		1.04%		$1,000.00		$1,018.31		$3.25
529B	Hypothetical (h)		1.04%		$1,000.00		$1,019.64		$5.21
529C	Actual (i)		1.05%		$1,000.00		$1,018.31		$3.28
529C	Hypothetical (h)		1.05%		$1,000.00		$1,019.59		$5.26



Underlying Affiliated Funds - 99.8%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class R5		1,148,747	$	10,993,508
MFS Commodity Strategy Fund - Class R5 (v)		798,738		5,599,154
MFS Emerging Markets Debt Fund - Class R5		738,664		11,043,034
MFS Emerging Markets Debt Local Currency Fund - Class R5		712,954		5,525,393
MFS Global Bond Fund - Class R5		3,163,368		27,616,199
MFS Global Real Estate Fund - Class R5		335,202		5,440,335
MFS Government Securities Fund - Class R5		5,403,905		55,011,749
MFS Growth Fund - Class R5		293,971		21,633,312
MFS High Income Fund - Class R5		4,674,326		16,593,858
MFS Inflation-Adjusted Bond Fund - Class R5		5,216,982		55,039,160
MFS International Growth Fund - Class R5		193,896		5,491,137
MFS International Value Fund - Class R5		150,944		5,462,678
MFS Limited Maturity Fund - Class R5		18,325,377		110,135,517
MFS Mid Cap Growth Fund - Class R5		1,072,685		16,197,548
MFS Mid Cap Value Fund - Class R5		775,586		16,318,320
MFS New Discovery Fund - Class R5		204,722		5,312,541
MFS New Discovery Value Fund - Class R5		411,255		5,428,566
MFS Research Fund - Class R5		557,139		21,778,577
MFS Research International Fund - Class R5		926,737		16,449,581
MFS Total Return Bond Fund - Class R5		10,034,020		109,972,863
MFS Value Fund - Class R5		621,456		21,831,740
Total Underlying Affiliated Funds (Identified Cost, $502,324,155)			$	548,874,770

Money Market Funds - 0.1%
MFS Institutional Money Market Portfolio, 0.09%, at Cost and Net Asset Value (v)		459,319	$	459,319
Total Investments (Identified Cost, $502,783,474)			$	549,334,089

Other Assets, Less Liabilities - 0.1%				646,205
Net Assets - 100.0%			$	549,980,294



Underlying Affiliated Funds - 100.0%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class R5		726,200	$	6,949,737
MFS Commodity Strategy Fund - Class R5 (v)		632,482		4,433,702
MFS Emerging Markets Debt Fund - Class R5		736,486		11,010,462
MFS Emerging Markets Debt Local Currency Fund - Class R5		952,304		7,380,358
MFS Global Bond Fund - Class R5		2,093,779		18,278,688
MFS Global Real Estate Fund - Class R5		242,441		3,934,815
MFS Government Securities Fund - Class R5		3,566,820		36,310,229
MFS Growth Fund - Class R5		302,401		22,253,700
MFS High Income Fund - Class R5		5,162,004		18,325,116
MFS Inflation-Adjusted Bond Fund - Class R5		3,352,589		35,369,813
MFS International Growth Fund - Class R5		271,415		7,686,483
MFS International New Discovery Fund - Class R5		11,449		342,431
MFS International Value Fund - Class R5		210,802		7,628,920
MFS Limited Maturity Fund - Class R5		5,494,568		33,022,351
MFS Mid Cap Growth Fund - Class R5		1,017,858		15,369,655
MFS Mid Cap Value Fund - Class R5		733,189		15,426,302
MFS New Discovery Fund - Class R5		143,479		3,723,275
MFS New Discovery Value Fund - Class R5		285,957		3,774,634
MFS Research Fund - Class R5		572,063		22,361,929
MFS Research International Fund - Class R5		865,645		15,365,198
MFS Total Return Bond Fund - Class R5		4,757,242		52,139,374
MFS Value Fund - Class R5		636,848		22,372,472
Total Underlying Affiliated Funds (Identified Cost, $309,884,287)			$	363,459,644

Money Market Funds - 0.0%
MFS Institutional Money Market Portfolio, 0.09%, at Cost and Net Asset Value (v)		115,762	$	115,762
Total Investments (Identified Cost, $310,000,049)			$	363,575,406

Other Assets, Less Liabilities - 0.0%				59,907
Net Assets - 100.0%			$	363,635,313



Underlying Affiliated Funds - 99.9%
Issuer	Shares/Par		Value ($)
MFS Absolute Return Fund - Class R5		135,448	$	1,296,235
MFS Commodity Strategy Fund - Class R5 (v)		587,168		4,116,046
MFS Emerging Markets Debt Fund - Class R5		261,593		3,910,808
MFS Emerging Markets Debt Local Currency Fund - Class R5		338,504		2,623,409
MFS Emerging Markets Equity Fund - Class R5		3,962		119,287
MFS Global Bond Fund - Class R5		709,122		6,190,639
MFS Global Real Estate Fund - Class R5		165,268		2,682,306
MFS Government Securities Fund - Class R5		1,164,875		11,858,425
MFS Growth Fund - Class R5		143,594		10,567,080
MFS High Income Fund - Class R5		1,839,457		6,530,074
MFS Inflation-Adjusted Bond Fund - Class R5		839,670		8,858,523
MFS International Growth Fund - Class R5		145,048		4,107,773
MFS International New Discovery Fund - Class R5		47,164		1,410,688
MFS International Value Fund - Class R5		112,982		4,088,817
MFS Mid Cap Growth Fund - Class R5		607,984		9,180,566
MFS Mid Cap Value Fund - Class R5		438,148		9,218,633
MFS New Discovery Fund - Class R5		75,263		1,953,070
MFS New Discovery Value Fund - Class R5		150,109		1,981,444
MFS Research Fund - Class R5		262,869		10,275,541
MFS Research International Fund - Class R5		443,086		7,864,769
MFS Total Return Bond Fund - Class R5		896,169		9,822,016
MFS Value Fund - Class R5		302,805		10,637,554
Total Underlying Affiliated Funds (Identified Cost, $120,791,004)			$	129,293,703

Money Market Funds - 0.1%
MFS Institutional Money Market Portfolio, 0.09%, at Cost and Net Asset Value (v)		175,511	$	175,511
Total Investments (Identified Cost, $120,966,515)			$	129,469,214

Other Assets, Less Liabilities - (0.0)%				(60,483)
Net Assets - 100.0%			$	129,408,731


	MFS Lifetime Income Fund			MFS Lifetime 2015 Fund		MFS Lifetime 2020 Fund			MFS Lifetime 2025 Fund		MFS Lifetime 2030 Fund
Assets
Investments
Underlying affiliated funds, at value (Identified cost, $502,783,474, $49,903,618, $310,000,049, $120,966,515, and $331,369,146, respectively)		$549,334,089			$51,966,017		$363,575,406			$129,469,214		$407,745,367
Receivables for
Investments sold		780,727			15,292		219,368			—		86,169
Fund shares sold		8,803,844			22,969		4,586,756			190,637		7,696,230
Receivable from investment adviser		151,120			20,540		73,269			29,571		105,039
Other assets		2,064			349		1,610			600		1,627
Total assets		$559,071,844			$52,025,167		$368,456,409			$129,690,022		$415,634,432

Liabilities
Payables for
Distributions		$15,676			$—		$—			$—		$—
Investments purchased		77,181			23,122		601,704			221,940		2,015,475
Fund shares reacquired		8,780,694			763		4,050,613			381		5,816,155
Payable to affiliates
Shareholder servicing costs		118,943			5,482		118,310			18,168		143,476
Distribution and service fees		15,565			209		4,993			475		5,623
Program manager fee		208			—		—			—		—
Payable for independent Trustees’ compensation		6			2		20			10		12
Accrued expenses and other liabilities		83,277			35,053		45,456			40,317		51,467
Total liabilities		$9,091,550			$64,631		$4,821,096			$281,291		$8,032,208
Net assets		$549,980,294			$51,960,536		$363,635,313			$129,408,731		$407,602,224

Net assets consist of
Paid-in capital		$507,323,855			$49,513,816		$310,270,949			$118,933,309		$330,972,584
Unrealized appreciation (depreciation) on investments		46,550,615			2,062,399		53,575,357			8,502,699		76,376,221
Accumulated net realized gain (loss) on investments		(3,920,078	)		108,142		(1,775,514	)		1,494,384		(577,935	)
Undistributed net investment income		25,902			276,179		1,564,521			478,339		831,354
Net assets		$549,980,294			$51,960,536		$363,635,313			$129,408,731		$407,602,224


	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, $98,075,836, $246,516,623, $57,433,207, $81,118,060, and $10,418,767, respectively)		$106,216,846		$310,303,763		$62,062,724		$90,986,199		$11,040,127
Receivables for
Investments sold		239,558		50,958		21,559		3,204		4,339
Fund shares sold		107,968		6,511,936		131,356		1,702,378		74,890
Receivable from investment adviser		29,262		93,084		24,227		50,257		19,295
Other assets		466		1,329		337		470		115
Total assets		$106,594,100		$316,961,070		$62,240,203		$92,742,508		$11,138,766

Liabilities
Payables for
Investments purchased		$100,713		$993,640		$131,194		$453,168		$75,842
Fund shares reacquired		240,067		5,498,097		3,992		1,428,308		262
Payable to affiliates
Shareholder servicing costs		16,837		127,976		10,598		37,738		1,454
Distribution and service fees		533		3,859		256		749		146
Payable for independent Trustees’ compensation		8		6		8		9		9
Accrued expenses and other liabilities		40,570		50,442		38,712		42,258		35,326
Total liabilities		$398,728		$6,674,020		$184,760		$1,962,230		$113,039
Net assets		$106,195,372		$310,287,050		$62,055,443		$90,780,278		$11,025,727

Net assets consist of
Paid-in capital		$96,284,477		$244,985,632		$56,407,018		$79,698,490		$10,290,167
Unrealized appreciation (depreciation) on investments		8,141,010		63,787,140		4,629,517		9,868,139		621,360
Accumulated net realized gain (loss) on investments		1,604,776		1,387,655		971,378		1,164,807		112,465
Undistributed net investment income		165,109		126,623		47,530		48,842		1,735
Net assets		$106,195,372		$310,287,050		$62,055,443		$90,780,278		$11,025,727


Year ended 4/30/15	MFS Lifetime Income Fund			MFS Lifetime 2015 Fund			MFS Lifetime 2020 Fund			MFS Lifetime 2025 Fund			MFS Lifetime 2030 Fund
Change in net assets

From operations
Net investment income		$6,530,172			$906,554			$5,945,974			$1,815,551			$4,730,095
Net realized gain (loss) on investments		3,541,116			418,779			7,910,681			2,154,064			8,543,052
Net unrealized gain (loss) on investments		5,034,142			614,241			2,617,529			2,300,979			9,585,518
Change in net assets from operations		$15,105,430			$1,939,574			$16,474,184			$6,270,594			$22,858,665

Distributions declared to shareholders
From net investment income		$(7,353,766	)		$(988,045	)		$(6,966,115	)		$(2,006,055	)		$(5,947,098	)
From net realized gain on investments		(2,865,201	)		(259,049	)		—			(725,059	)		—
Total distributions declared to shareholders		$(10,218,967	)		$(1,247,094	)		$(6,966,115	)		$(2,731,114	)		$(5,947,098	)
Change in net assets from fund share transactions		$204,450,062			$5,125,392			$(167,716	)		$39,802,544			$48,845,006
Total change in net assets		$209,336,525			$5,817,872			$9,340,353			$43,342,024			$65,756,573

Net assets
At beginning of period		340,643,769			46,142,664			354,294,960			86,066,707			341,845,651
At end of period		$549,980,294			$51,960,536			$363,635,313			$129,408,731			$407,602,224
Undistributed net investment income included in net assets at end of period		$25,902			$276,179			$1,564,521			$478,339			$831,354

Year ended 4/30/15	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		$1,106,128			$2,844,821			$546,453			$815,815			$72,932
Net realized gain (loss) on investments		2,177,446			7,750,055			1,285,036			1,916,370			168,078
Net unrealized gain (loss) on investments		2,361,698			8,438,572			1,561,723			2,466,844			279,862
Change in net assets from operations		$5,645,272			$19,033,448			$3,393,212			$5,199,029			$520,872

Distributions declared to shareholders
From net investment income		$(1,365,005	)		$(4,040,019	)		$(723,927	)		$(1,124,008	)		$(103,000	)
From net realized gain on investments		(645,454	)		(577,059	)		(343,276	)		(531,065	)		(36,309	)
Total distributions declared to shareholders		$(2,010,459	)		$(4,617,078	)		$(1,067,203	)		$(1,655,073	)		$(139,309	)
Change in net assets from fund share transactions		$41,476,172			$44,445,957			$27,887,643			$29,097,848			$6,255,203
Total change in net assets		$45,110,985			$58,862,327			$30,213,652			$32,641,804			$6,636,766

Net assets
At beginning of period		61,084,387			251,424,723			31,841,791			58,138,474			4,388,961
At end of period		$106,195,372			$310,287,050			$62,055,443			$90,780,278			$11,025,727
Undistributed net investment income included in net assets at end of period		$165,109			$126,623			$47,530			$48,842			$1,735


Year ended 4/30/14	MFS Lifetime Income Fund			MFS Lifetime 2015 Fund			MFS Lifetime 2020 Fund			MFS Lifetime 2025 Fund			MFS Lifetime 2030 Fund
Change in net assets

From operations
Net investment income		$5,260,127			$819,331			$5,960,348			$1,199,643			$3,701,543
Net realized gain (loss) on investments		1,842,265			259,991			3,630,714			808,260			4,388,533
Net unrealized gain (loss) on investments		4,352,194			871,233			12,980,494			4,699,230			26,344,985
Change in net assets from operations		$11,454,586			$1,950,555			$22,571,556			$6,707,133			$34,435,061

Distributions declared to shareholders
From net investment income		$(5,682,746	)		$(710,099	)		$(5,530,035	)		$(1,130,056	)		$(4,250,110	)
From net realized gain on investments		(484,253	)		(62,172	)		—			(80,640	)		—
Total distributions declared to shareholders		$(6,166,999	)		$(772,271	)		$(5,530,035	)		$(1,210,696	)		$(4,250,110	)
Change in net assets from fund share transactions		$55,473,637			$15,061,468			$47,195,429			$35,718,208			$78,252,232
Total change in net assets		$60,761,224			$16,239,752			$64,236,950			$41,214,645			$108,437,183

Net assets
At beginning of period		279,882,545			29,902,912			290,058,010			44,852,062			233,408,468
At end of period		$340,643,769			$46,142,664			$354,294,960			$86,066,707			$341,845,651
Undistributed net investment income included in net assets at end of period		$14,783			$265,903			$1,813,212			$345,996			$727,787

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
Change in net assets

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

Distributions declared to shareholders
From net investment income		$(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		$(738,580	)		$(2,760,025	)		$(365,049	)		$(610,024	)		$(36,003	)
Change in net assets from fund share transactions		$26,900,287			$43,018,800			$14,745,948			$23,806,578			$3,015,335
Total change in net assets		$32,052,162			$68,736,220			$17,465,602			$28,894,997			$3,281,832

Net assets
At beginning of period		29,032,225			182,688,503			14,376,189			29,243,477			1,107,129
At end of period		$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		$89,315			$149,281			$31,453			$51,550			$1,727


	Years ended 4/30
Class A	2015			2014			2013			2012			2011
Net asset value, beginning of period		$12.15			$11.97			$11.40			$11.31			$10.59

Income (loss) from investment operations
Net investment income (d)(l)		$0.21			$0.23			$0.25			$0.31			$0.28
Net realized and unrealized gain (loss) on investments		0.22			0.22			0.59			0.12			0.74
Total from investment operations		$0.43			$0.45			$0.84			$0.43			$1.02

Less distributions declared to shareholders
From net investment income		$(0.22	)		$(0.25	)		$(0.27	)		$(0.34	)		$(0.30	)
From net realized gain on investments		(0.07	)		(0.02	)		—			—			—
Total distributions declared to shareholders		$(0.29	)		$(0.27	)		$(0.27	)		$(0.34	)		$(0.30	)
Net asset value, end of period (x)		$12.29			$12.15			$11.97			$11.40			$11.31
Total return (%) (r)(s)(t)(x)		3.66			3.81			7.46			3.92			9.81

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.39			0.39			0.40			0.44			0.52
Expenses after expense reductions (f)(h)		0.25			0.25			0.25			0.25			0.28
Net investment income (l)		1.68			1.95			2.16			2.82			2.61
Portfolio turnover		14			10			8			14			20
Net assets at end of period (000 omitted)		$126,212			$108,202			$108,914			$61,183			$36,345

	Years ended 4/30
Class B	2015			2014			2013			2012			2011
Net asset value, beginning of period		$12.15			$11.97			$11.41			$11.32			$10.60

Income (loss) from investment operations
Net investment income (d)(l)		$0.11			$0.15			$0.16			$0.23			$0.20
Net realized and unrealized gain (loss) on investments		0.23			0.21			0.58			0.12			0.74
Total from investment operations		$0.34			$0.36			$0.74			$0.35			$0.94

Less distributions declared to shareholders
From net investment income		$(0.13	)		$(0.16	)		$(0.18	)		$(0.26	)		$(0.22	)
From net realized gain on investments		(0.07	)		(0.02	)		—			—			—
Total distributions declared to shareholders		$(0.20	)		$(0.18	)		$(0.18	)		$(0.26	)		$(0.22	)
Net asset value, end of period (x)		$12.29			$12.15			$11.97			$11.41			$11.32
Total return (%) (r)(s)(t)(x)		2.89			3.04			6.57			3.15			8.99

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.14			1.14			1.15			1.19			1.27
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.00			1.03
Net investment income (l)		0.93			1.22			1.41			2.07			1.85
Portfolio turnover		14			10			8			14			20
Net assets at end of period (000 omitted)		$20,720			$18,577			$17,243			$11,082			$5,419


	Years ended 4/30
Class C	2015			2014			2013			2012			2011
Net asset value, beginning of period		$12.15			$11.97			$11.41			$11.31			$10.60

Income (loss) from investment operations
Net investment income (d)(l)		$0.11			$0.15			$0.16			$0.23			$0.20
Net realized and unrealized gain (loss) on investments		0.23			0.21			0.58			0.13			0.73
Total from investment operations		$0.34			$0.36			$0.74			$0.36			$0.93

Less distributions declared to shareholders
From net investment income		$(0.13	)		$(0.16	)		$(0.18	)		$(0.26	)		$(0.22	)
From net realized gain on investments		(0.07	)		(0.02	)		—			—			—
Total distributions declared to shareholders		$(0.20	)		$(0.18	)		$(0.18	)		$(0.26	)		$(0.22	)
Net asset value, end of period (x)		$12.29			$12.15			$11.97			$11.41			$11.31
Total return (%) (r)(s)(t)(x)		2.89			3.04			6.57			3.24			8.89

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.14			1.14			1.15			1.19			1.26
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.00			1.03
Net investment income (l)		0.93			1.22			1.40			2.07			1.82
Portfolio turnover		14			10			8			14			20
Net assets at end of period (000 omitted)		$162,868			$129,848			$82,969			$61,848			$32,200

	Years ended 4/30
Class I	2015			2014			2013			2012			2011
Net asset value, beginning of period		$12.15			$11.98			$11.41			$11.32			$10.60

Income (loss) from investment operations
Net investment income (d)(l)		$0.23			$0.27			$0.28			$0.34			$0.32
Net realized and unrealized gain (loss) on investments		0.25			0.20			0.59			0.12			0.73
Total from investment operations		$0.48			$0.47			$0.87			$0.46			$1.05

Less distributions declared to shareholders
From net investment income		$(0.26	)		$(0.28	)		$(0.30	)		$(0.37	)		$(0.33	)
From net realized gain on investments		(0.07	)		(0.02	)		—			—			—
Total distributions declared to shareholders		$(0.33	)		$(0.30	)		$(0.30	)		$(0.37	)		$(0.33	)
Net asset value, end of period (x)		$12.30			$12.15			$11.98			$11.41			$11.32
Total return (%) (r)(s)(x)		4.00			3.99			7.72			4.18			10.07

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.14			0.14			0.15			0.19			0.26
Expenses after expense reductions (f)(h)		0.00			0.00			0.00			0.00			0.01
Net investment income (l)		1.92			2.23			2.39			3.03			2.91
Portfolio turnover		14			10			8			14			20
Net assets at end of period (000 omitted)		$29,661			$26,507			$19,403			$8,556			$5,375


	Years ended 4/30
Class R1	2015			2014			2013			2012			2011
Net asset value, beginning of period		$12.16			$11.98			$11.41			$11.32			$10.61

Income (loss) from investment operations
Net investment income (d)(l)		$0.12			$0.15			$0.16			$0.23			$0.21
Net realized and unrealized gain (loss) on investments		0.22			0.21			0.59			0.12			0.72
Total from investment operations		$0.34			$0.36			$0.75			$0.35			$0.93

Less distributions declared to shareholders
From net investment income		$(0.13	)		$(0.16	)		$(0.18	)		$(0.26	)		$(0.22	)
From net realized gain on investments		(0.07	)		(0.02	)		—			—			—
Total distributions declared to shareholders		$(0.20	)		$(0.18	)		$(0.18	)		$(0.26	)		$(0.22	)
Net asset value, end of period (x)		$12.30			$12.16			$11.98			$11.41			$11.32
Total return (%) (r)(s)(x)		2.88			3.04			6.66			3.15			8.89

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.14			1.14			1.15			1.20			1.25
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.00			1.02
Net investment income (l)		0.95			1.22			1.43			2.05			1.90
Portfolio turnover		14			10			8			14			20
Net assets at end of period (000 omitted)		$5,606			$2,368			$2,503			$2,831			$3,507

	Years ended 4/30
Class R2	2015			2014			2013			2012			2011
Net asset value, beginning of period		$12.16			$11.98			$11.41			$11.32			$10.60

Income (loss) from investment operations
Net investment income (d)(l)		$0.18			$0.21			$0.23			$0.27			$0.25
Net realized and unrealized gain (loss) on investments		0.22			0.21			0.58			0.13			0.74
Total from investment operations		$0.40			$0.42			$0.81			$0.40			$0.99

Less distributions declared to shareholders
From net investment income		$(0.19	)		$(0.22	)		$(0.24	)		$(0.31	)		$(0.27	)
From net realized gain on investments		(0.07	)		(0.02	)		—			—			—
Total distributions declared to shareholders		$(0.26	)		$(0.24	)		$(0.24	)		$(0.31	)		$(0.27	)
Net asset value, end of period (x)		$12.30			$12.16			$11.98			$11.41			$11.32
Total return (%) (r)(s)(x)		3.40			3.55			7.19			3.66			9.53

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.64			0.64			0.65			0.70			0.77
Expenses after expense reductions (f)(h)		0.50			0.50			0.50			0.50			0.53
Net investment income (l)		1.46			1.72			1.95			2.46			2.35
Portfolio turnover		14			10			8			14			20
Net assets at end of period (000 omitted)		$28,528			$7,506			$8,640			$8,799			$12,771


	Years ended 4/30
Class R3	2015			2014			2013			2012			2011
Net asset value, beginning of period		$12.15			$11.97			$11.41			$11.31			$10.60

Income (loss) from investment operations
Net investment income (d)(l)		$0.21			$0.23			$0.25			$0.33			$0.28
Net realized and unrealized gain (loss) on investments		0.23			0.22			0.58			0.11			0.73
Total from investment operations		$0.44			$0.45			$0.83			$0.44			$1.01

Less distributions declared to shareholders
From net investment income		$(0.22	)		$(0.25	)		$(0.27	)		$(0.34	)		$(0.30	)
From net realized gain on investments		(0.07	)		(0.02	)		—			—			—
Total distributions declared to shareholders		$(0.29	)		$(0.27	)		$(0.27	)		$(0.34	)		$(0.30	)
Net asset value, end of period (x)		$12.30			$12.15			$11.97			$11.41			$11.31
Total return (%) (r)(s)(x)		3.74			3.81			7.37			4.01			9.70

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.39			0.39			0.40			0.44			0.52
Expenses after expense reductions (f)(h)		0.25			0.25			0.25			0.25			0.28
Net investment income (l)		1.68			1.96			2.15			2.95			2.60
Portfolio turnover		14			10			8			14			20
Net assets at end of period (000 omitted)		$25,641			$14,526			$14,704			$11,705			$5,883

	Years ended 4/30
Class R4	2015			2014			2013			2012			2011
Net asset value, beginning of period		$12.16			$11.98			$11.42			$11.32			$10.61

Income (loss) from investment operations
Net investment income (d)(l)		$0.24			$0.27			$0.28			$0.32			$0.31
Net realized and unrealized gain (loss) on investments		0.23			0.21			0.58			0.15			0.73
Total from investment operations		$0.47			$0.48			$0.86			$0.47			$1.04

Less distributions declared to shareholders
From net investment income		$(0.26	)		$(0.28	)		$(0.30	)		$(0.37	)		$(0.33	)
From net realized gain on investments		(0.07	)		(0.02	)		—			—			—
Total distributions declared to shareholders		$(0.33	)		$(0.30	)		$(0.30	)		$(0.37	)		$(0.33	)
Net asset value, end of period (x)		$12.30			$12.16			$11.98			$11.42			$11.32
Total return (%) (r)(s)(x)		3.92			4.07			7.63			4.27			9.97

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.14			0.14			0.15			0.19			0.27
Expenses after expense reductions (f)(h)		0.00			0.00			0.00			0.00			0.03
Net investment income (l)		1.93			2.22			2.41			2.88			2.82
Portfolio turnover		14			10			8			14			20
Net assets at end of period (000 omitted)		$75,336			$33,109			$25,505			$967			$134


Class 529A	Period ended 4/30/15 (i)
Net asset value, beginning of period		$10.00

Income (loss) from investment operations
Net investment income (d)(l)		$0.02
Net realized and unrealized gain (loss) on investments		0.19
Total from investment operations		$0.21

Less distributions declared to shareholders
From net investment income		$(0.04	)
Net asset value, end of period (x)		$10.17
Total return (%) (r)(s)(t)(x)		2.07	(n)

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.53	(a)
Expenses after expense reductions (f)(h)		0.30	(a)
Net investment income (l)		0.70	(a)
Portfolio turnover		14
Net assets at end of period (000 omitted)		$47,993

Class 529B	Period ended 4/30/15 (i)
Net asset value, beginning of period		$10.00

Income (loss) from investment operations
Net investment income (d)(l)		$(0.00	)(w)
Net realized and unrealized gain (loss) on investments		0.18
Total from investment operations		$0.18

Less distributions declared to shareholders
From net investment income		$(0.01	)
Net asset value, end of period (x)		$10.17
Total return (%) (r)(s)(t)(x)		1.83	(n)

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.28	(a)
Expenses after expense reductions (f)(h)		1.04	(a)
Net investment income (l)		(0.05	)(a)
Portfolio turnover		14
Net assets at end of period (000 omitted)		$3,428


Class 529C	Period ended 4/30/15 (i)
Net asset value, beginning of period		$10.00

Income (loss) from investment operations
Net investment income (d)(l)		$(0.00	)(w)
Net realized and unrealized gain (loss) on investments		0.18
Total from investment operations		$0.18

Less distributions declared to shareholders
From net investment income		$(0.01	)
Net asset value, end of period (x)		$10.17
Total return (%) (r)(s)(t)(x)		1.83	(n)

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.28	(a)
Expenses after expense reductions (f)(h)		1.05	(a)
Net investment income (l)		(0.05	)(a)
Portfolio turnover		14
Net assets at end of period (000 omitted)		$23,987


	Years ended 4/30						Period ended 4/30/13 (c)
Class A	2015			2014			Period ended 4/30/13 (c)
Net asset value, beginning of period		$10.72			$10.45			$10.00

Income (loss) from investment operations
Net investment income (d)(l)		$0.18			$0.21			$0.11
Net realized and unrealized gain (loss) on investments		0.24			0.26			0.41
Total from investment operations		$0.42			$0.47			$0.52

Less distributions declared to shareholders
From net investment income		$(0.20	)		$(0.18	)		$(0.07	)
From net realized gain on investments		(0.06	)		(0.02	)		—
Total distributions declared to shareholders		$(0.26	)		$(0.20	)		$(0.07	)
Net asset value, end of period (x)		$10.88			$10.72			$10.45
Total return (%) (r)(s)(t)(x)		3.92			4.52			5.20	(n)

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.65			0.70			8.83	(a)
Expenses after expense reductions (f)(h)		0.25			0.25			0.25	(a)
Net investment income (l)		1.67			1.99			2.21	(a)
Portfolio turnover		22			17			6	(n)
Net assets at end of period (000 omitted)		$1,718			$1,511			$221

	Years ended 4/30						Period ended 4/30/13 (c)
Class B	2015			2014			Period ended 4/30/13 (c)
Net asset value, beginning of period		$10.70			$10.42			$10.00

Income (loss) from investment operations
Net investment income (d)(l)		$0.10			$0.13			$0.08
Net realized and unrealized gain (loss) on investments		0.23			0.27			0.39
Total from investment operations		$0.33			$0.40			$0.47

Less distributions declared to shareholders
From net investment income		$(0.14	)		$(0.10	)		$(0.05	)
From net realized gain on investments		(0.06	)		(0.02	)		—
Total distributions declared to shareholders		$(0.20	)		$(0.12	)		$(0.05	)
Net asset value, end of period (x)		$10.83			$10.70			$10.42
Total return (%) (r)(s)(t)(x)		3.09			3.80			4.76	(n)

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.40			1.47			10.44	(a)
Expenses after expense reductions (f)(h)		1.00			1.00			1.00	(a)
Net investment income (l)		0.91			1.22			1.56	(a)
Portfolio turnover		22			17			6	(n)
Net assets at end of period (000 omitted)		$190			$136			$105


	Years ended 4/30												Period ended 4/30/11 (c)
Class A	2015			2014			2013			2012			Period ended 4/30/11 (c)
Net asset value, beginning of period		$15.17			$13.45			$11.79			$12.08			$10.00

Income (loss) from investment operations
Net investment income (d)(l)		$0.15			$0.14			$0.13			$0.07			$0.11
Net realized and unrealized gain (loss) on investments		0.89			1.76			1.66			(0.22	)		2.10
Total from investment operations		$1.04			$1.90			$1.79			$(0.15	)		$2.21

Less distributions declared to shareholders
From net investment income		$(0.22	)		$(0.18	)		$(0.13	)		$(0.12	)		$(0.13	)
From net realized gain on investments		(0.11	)		—			—			(0.02	)		—
Total distributions declared to shareholders		$(0.33	)		$(0.18	)		$(0.13	)		$(0.14	)		$(0.13	)
Net asset value, end of period (x)		$15.88			$15.17			$13.45			$11.79			$12.08
Total return (%) (r)(s)(t)(x)		6.92			14.14			15.26			(1.03	)		22.20	(n)

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.69			0.76			1.92			4.95			4.60	(a)
Expenses after expense reductions (f)(h)		0.25			0.25			0.25			0.25			0.25	(a)
Net investment income (l)		0.99			1.00			1.05			0.66			1.60	(a)
Portfolio turnover		9			9			14			69			4	(n)
Net assets at end of period (000 omitted)		$5,730			$4,726			$1,916			$655			$1,836

	Years ended 4/30												Period ended 4/30/11 (c)
Class B	2015			2014			2013			2012			Period ended 4/30/11 (c)
Net asset value, beginning of period		$15.01			$13.32			$11.69			$12.06			$10.00

Income (loss) from investment operations
Net investment income (d)(l)		$0.04			$0.02			$0.03			$0.02			$0.03
Net realized and unrealized gain (loss) on investments		0.89			1.74			1.65			(0.26	)		2.13
Total from investment operations		$0.93			$1.76			$1.68			$(0.24	)		$2.16

Less distributions declared to shareholders
From net investment income		$(0.11	)		$(0.07	)		$(0.05	)		$(0.11	)		$(0.10	)
From net realized gain on investments		(0.11	)		—			—			(0.02	)		—
Total distributions declared to shareholders		$(0.22	)		$(0.07	)		$(0.05	)		$(0.13	)		$(0.10	)
Net asset value, end of period (x)		$15.72			$15.01			$13.32			$11.69			$12.06
Total return (%) (r)(s)(t)(x)		6.21			13.24			14.41			(1.84	)		21.70	(n)

Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.44			1.51			2.87			6.38			6.80	(a)
Expenses after expense reductions (f)(h)		1.00			1.00			1.00			1.00			1.00	(a)
Net investment income (l)		0.23			0.13			0.29			0.16			0.46	(a)
Portfolio turnover		9			9			14			69			4	(n)
Net assets at end of period (000 omitted)		$828			$671			$446			$329			$172


	Level 1		Level 2		Level 3		Total
MFS Lifetime Income Fund
Investments at Value
Mutual Funds		$549,334,089		$—		$—		$549,334,089

MFS Lifetime 2015 Fund
Investments at Value
Mutual Funds		$51,966,017		$—		$—		$51,966,017

MFS Lifetime 2020 Fund
Investments at Value
Mutual Funds		$363,575,406		$—		$—		$363,575,406

MFS Lifetime 2025 Fund
Investments at Value
Mutual Funds		$129,469,214		$—		$—		$129,469,214

MFS Lifetime 2030 Fund
Investments at Value
Mutual Funds		$407,745,367		$—		$—		$407,745,367

MFS Lifetime 2035 Fund
Investments at Value
Mutual Funds		$106,216,846		$—		$—		$106,216,846

MFS Lifetime 2040 Fund
Investments at Value
Mutual Funds		$310,303,763		$—		$—		$310,303,763

MFS Lifetime 2045 Fund
Investments at Value
Mutual Funds		$62,062,724		$—		$—		$62,062,724

MFS Lifetime 2050 Fund
Investments at Value
Mutual Funds		$90,986,199		$—		$—		$90,986,199

MFS Lifetime 2055 Fund
Investments at Value
Mutual Funds		$11,040,127		$—		$—		$11,040,127


As of 4/30/15	MFS Lifetime Income Fund			MFS Lifetime 2015 Fund			MFS Lifetime 2020 Fund			MFS Lifetime 2025 Fund			MFS Lifetime 2030 Fund
Cost of investments		$510,605,686			$50,236,893			$316,830,970			$121,416,805			$338,152,032
Gross appreciation		$43,219,673			$2,239,398			$50,164,888			$9,357,800			$73,779,145
Gross depreciation		(4,491,270	)		(510,274	)		(3,420,452	)		(1,305,391	)		(4,185,810	)
Net unrealized appreciation (depreciation)		$38,728,403			$1,729,124			$46,744,436			$8,052,409			$69,593,335
Undistributed ordinary income		740,849			332,469			1,564,521			525,742			831,354
Undistributed long-term capital gain		3,564,662			385,127			5,055,407			1,897,271			6,204,951
Other temporary differences		(377,475	)		—			—			—			—


	MFS Lifetime Income Fund (i)		MFS Lifetime 2015 Fund		MFS Lifetime 2020 Fund
	Year ended 4/30/15	Year ended 4/30/14	Year ended 4/30/15	Year ended 4/30/14	Year ended 4/30/15	Year ended 4/30/14
Class A	$2,412,221	$2,299,335	$30,245	$19,501	$924,820	$922,617
Class B	227,337	249,613	2,409	1,218	84,318	67,385
Class C	1,655,515	1,426,457	12,678	4,352	241,849	173,751
Class I	513,721	557,623	2,866	1,950	66,327	49,840
Class R1	64,340	30,794	1,170	908	84,868	71,136
Class R2	439,732	154,292	28,052	15,076	1,199,856	999,424
Class R3	426,329	296,324	74,854	54,766	936,870	719,161
Class R4	1,416,269	668,308	835,771	612,328	3,427,207	2,526,721
Class 529A	164,601	—	—	—	—	—
Class 529B	4,445	—	—	—	—	—
Class 529C	29,256	—	—	—	—	—
Total	$7,353,766	$5,682,746	$988,045	$710,099	$6,966,115	$5,530,035


	MFS Lifetime 2025 Fund		MFS Lifetime 2030 Fund		MFS Lifetime 2035 Fund
	Year ended 4/30/15	Year ended 4/30/14	Year ended 4/30/15	Year ended 4/30/14	Year ended 4/30/15	Year ended 4/30/14
Class A	$124,588	$55,556	$701,716	$480,700	$72,769	$45,913
Class B	10,870	5,900	71,672	56,331	4,966	2,413
Class C	20,589	12,449	139,387	100,775	14,088	7,556
Class I	22,882	5,763	205,034	116,553	41,891	15,942
Class R1	1,072	794	87,895	78,911	1,042	593
Class R2	54,146	12,892	1,026,549	829,877	39,828	26,535
Class R3	165,381	119,838	1,040,209	760,147	134,120	62,307
Class R4	1,606,527	916,864	2,674,636	1,826,816	1,056,301	548,775
Total	$2,006,055	$1,130,056	$5,947,098	$4,250,110	$1,365,005	$710,034


	MFS Lifetime Income Fund		MFS Lifetime 2015 Fund		MFS Lifetime 2025 Fund
	Year ended 4/30/15	Year ended 4/30/14	Year ended 4/30/15	Year ended 4/30/14	Year ended 4/30/15	Year ended 4/30/14
Class A	$831,447	$163,914	$8,636	$1,782	$47,572	$4,139
Class B	128,697	28,977	970	208	6,623	686
Class C	959,062	170,424	4,700	543	12,381	1,096
Class I	144,985	38,261	729	168	7,956	402
Class R1	37,474	3,581	576	168	793	132
Class R2	187,251	13,047	9,152	1,492	25,137	1,063
Class R3	147,505	21,614	21,556	5,140	66,041	9,121
Class R4	428,780	44,435	212,730	52,671	558,556	64,001
Total	$2,865,201	$484,253	$259,049	$62,172	$725,059	$80,640

	MFS Lifetime 2035 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2045 Fund
	Year ended 4/30/15	Year ended 4/30/14	Year ended 4/30/15	Year ended 4/30/14	Year ended 4/30/15	Year ended 4/30/14
Class A	$37,349	$1,940	$57,868	$—	$15,208	$717
Class B	4,304	178	8,735	—	2,531	210
Class C	11,231	382	23,649	—	4,540	220
Class I	18,967	622	19,027	—	5,494	130
Class R1	1,053	67	14,145	—	954	95
Class R2	24,751	1,228	121,019	—	10,457	370
Class R3	69,536	2,712	71,303	—	37,204	2,022
Class R4	478,263	21,417	261,313	—	266,888	16,266
Total	$645,454	$28,546	$577,059	$—	$343,276	$20,030


	MFS Lifetime 2050 Fund		MFS Lifetime 2055 Fund
	Year ended 4/30/15	Year ended 4/30/14	Year ended 4/30/15	Year ended 4/30/14
Class A	$42,921	$—	$3,838	$626
Class B	4,978	—	978	249
Class C	10,835	—	4,074	756
Class I	7,714	—	1,452	436
Class R1	6,737	—	627	248
Class R2	74,673	—	2,557	288
Class R3	45,193	—	6,524	1,267
Class R4	338,014	—	16,259	2,134
Total	$531,065	$—	$36,309	$6,004


	Class A
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Income Fund		—		0.25%		0.25%		0.25%		$326,791
MFS Lifetime 2015 Fund		—		0.25%		0.25%		0.25%		4,032
MFS Lifetime 2020 Fund		—		0.25%		0.25%		0.25%		133,713
MFS Lifetime 2025 Fund		—		0.25%		0.25%		0.23%		16,623
MFS Lifetime 2030 Fund		—		0.25%		0.25%		0.24%		107,904
MFS Lifetime 2035 Fund		—		0.25%		0.25%		0.24%		11,728
MFS Lifetime 2040 Fund		—		0.25%		0.25%		0.25%		70,931
MFS Lifetime 2045 Fund		—		0.25%		0.25%		0.24%		5,073
MFS Lifetime 2050 Fund		—		0.25%		0.25%		0.25%		14,949
MFS Lifetime 2055 Fund		—		0.25%		0.25%		0.25%		1,763

	Class B
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Income Fund		0.75%		0.25%		1.00%		1.00%		$209,284
MFS Lifetime 2015 Fund		0.75%		0.25%		1.00%		1.00%		1,578
MFS Lifetime 2020 Fund		0.75%		0.25%		1.00%		1.00%		68,660
MFS Lifetime 2025 Fund		0.75%		0.25%		1.00%		1.00%		9,344
MFS Lifetime 2030 Fund		0.75%		0.25%		1.00%		1.00%		81,328
MFS Lifetime 2035 Fund		0.75%		0.25%		1.00%		1.00%		5,969
MFS Lifetime 2040 Fund		0.75%		0.25%		1.00%		1.00%		42,949
MFS Lifetime 2045 Fund		0.75%		0.25%		1.00%		1.00%		3,513
MFS Lifetime 2050 Fund		0.75%		0.25%		1.00%		1.00%		6,987
MFS Lifetime 2055 Fund		0.75%		0.25%		1.00%		1.00%		1,970

	Class C
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Income Fund		0.75%		0.25%		1.00%		1.00%		$1,524,680
MFS Lifetime 2015 Fund		0.75%		0.25%		1.00%		1.00%		7,419
MFS Lifetime 2020 Fund		0.75%		0.25%		1.00%		1.00%		187,975
MFS Lifetime 2025 Fund		0.75%		0.25%		1.00%		1.00%		17,952
MFS Lifetime 2030 Fund		0.75%		0.25%		1.00%		1.00%		147,149
MFS Lifetime 2035 Fund		0.75%		0.25%		1.00%		1.00%		13,777
MFS Lifetime 2040 Fund		0.75%		0.25%		1.00%		1.00%		111,778
MFS Lifetime 2045 Fund		0.75%		0.25%		1.00%		1.00%		5,733
MFS Lifetime 2050 Fund		0.75%		0.25%		1.00%		1.00%		14,323
MFS Lifetime 2055 Fund		0.75%		0.25%		1.00%		1.00%		7,412

	Class R1
	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
MFS Lifetime Income Fund		0.75%		0.25%		1.00%		1.00%		$58,808
MFS Lifetime 2015 Fund		0.75%		0.25%		1.00%		1.00%		1,113
MFS Lifetime 2020 Fund		0.75%		0.25%		1.00%		1.00%		71,960
MFS Lifetime 2025 Fund		0.75%		0.25%		1.00%		1.00%		1,280
MFS Lifetime 2030 Fund		0.75%		0.25%		1.00%		1.00%		94,117
MFS Lifetime 2035 Fund		0.75%		0.25%		1.00%		1.00%		1,407
MFS Lifetime 2040 Fund		0.75%		0.25%		1.00%		1.00%		66,741
MFS Lifetime 2045 Fund		0.75%		0.25%		1.00%		1.00%		1,357
MFS Lifetime 2050 Fund		0.75%		0.25%		1.00%		1.00%		6,495
MFS Lifetime 2055 Fund		0.75%		0.25%		1.00%		1.00%		1,316


	MFS Lifetime Income Fund (i)		MFS Lifetime 2020 Fund		MFS Lifetime 2025 Fund		MFS Lifetime 2030 Fund		MFS Lifetime 2035 Fund
Class A		$2,337		$1,245		$1,320		$2,344		$257
Class B		13		178		—		12		—
Class C		—		4		—		79		—
Class R2		—		—		—		1		—
Class R3		1		2		—		—		—
Class 529A		558		—		—		—		—
Class 529B		57		—		—		—		—
Class 529C		157		—		—		—		—

	MFS Lifetime 2040 Fund		MFS Lifetime 2045 Fund		MFS Lifetime 2050 Fund		MFS Lifetime 2055 Fund
Class A		$1,383		$231		$103		$9
Class B		3		—		—		—
Class R3		4		—		—		—


CDSC Imposed	MFS Lifetime Income Fund		MFS Lifetime 2015 Fund		MFS Lifetime 2020 Fund		MFS Lifetime 2025 Fund		MFS Lifetime 2030 Fund
Class A		$64		$—		$166		$188		$118
Class B		37,251		44		12,506		1,277		7,305
Class C		56,769		349		2,665		971		2,756
Class 529B		200		—		—		—		—
Class 529C		84		—		—		—		—

CDSC Imposed	MFS Lifetime 2035 Fund		MFS Lifetime 2040 Fund		MFS Lifetime 2045 Fund		MFS Lifetime 2050 Fund		MFS Lifetime 2055 Fund
Class A		$41		$278		$58		$56		$18
Class B		638		6,796		305		2,422		—
Class C		100		1,285		174		537		199


	Fee		Waiver
Class 529A		$14,059		$7,030
Class 529B		1,062		531
Class 529C		7,068		3,534
Total Program Manager Fees and Waivers		$22,189		$11,095


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


	MFS Lifetime Income Fund								MFS Lifetime 2015 Fund
	Year ended 4/30/15 (i)				Year ended 4/30/14				Year ended 4/30/15				Year ended 4/30/14
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Shares sold
Class A		2,560,098		$31,314,972		3,706,767		$44,120,492		64,446		$700,968		125,302		$1,317,443
Class B		156,769		1,919,353		357,418		4,257,159		4,880		52,993		2,745		28,737
Class C		4,570,235		55,965,142		5,596,279		66,791,195		61,374		662,689		31,056		323,569
Class I		1,022,870		12,568,470		1,160,160		13,821,501		4,440		48,345		7,612		81,074
Class R1		76,602		941,001		58,217		696,077		448		4,809		—		—
Class R2		630,969		7,723,536		171,366		2,049,760		55,615		603,308		205,716		2,162,431
Class R3		910,050		11,146,628		401,260		4,751,037		263,767		2,851,511		214,090		2,228,921
Class R4		4,645,701		56,951,727		1,196,961		14,307,382		929,866		10,109,790		1,423,861		14,971,481
Class 529A		5,370,812		54,044,580		—		—		—		—		—		—
Class 529B		407,543		4,098,592		—		—		—		—		—		—
Class 529C		2,720,288		27,377,208		—		—		—		—		—		—
		23,071,937		$264,051,209		12,648,428		$150,794,603		1,384,836		$15,034,413		2,010,382		$21,113,656


	Lifetime 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		703,201		508,792		(63,246)		1,148,747
MFS Commodity Strategy Fund		366,259		503,234		(70,755)		798,738
MFS Emerging Markets Debt Fund		228,257		571,122		(60,715)		738,664
MFS Emerging Markets Debt Local Currency Fund		—		754,323		(41,369)		712,954
MFS Global Bond Fund		1,783,306		1,564,724		(184,662)		3,163,368
MFS Global Real Estate Fund		223,840		168,121		(56,759)		335,202
MFS Government Securities Fund		3,391,560		2,421,841		(409,496)		5,403,905
MFS Growth Fund		202,682		151,694		(60,405)		293,971
MFS High Income Fund		2,806,788		2,258,506		(390,968)		4,674,326
MFS Inflation-Adjusted Bond Fund		3,235,720		2,450,990		(469,728)		5,216,982
MFS Institutional Money Market Portfolio		13		159,488,220		(159,028,914)		459,319
MFS International Growth Fund		120,188		104,952		(31,244)		193,896
MFS International Value Fund		99,184		78,747		(26,987)		150,944
MFS Limited Maturity Fund		11,254,375		8,199,728		(1,128,726)		18,325,377
MFS Mid Cap Growth Fund		733,199		589,955		(250,469)		1,072,685
MFS Mid Cap Value Fund		501,592		429,051		(155,057)		775,586
MFS New Discovery Fund		127,685		126,927		(49,890)		204,722
MFS New Discovery Value Fund		258,369		246,360		(93,474)		411,255
MFS Research Fund		368,343		293,558		(104,762)		557,139
MFS Research International Fund		572,576		505,696		(151,535)		926,737
MFS Total Return Bond Fund		6,881,078		4,777,693		(1,624,751)		10,034,020
MFS Value Fund		408,212		322,048		(108,804)		621,456

Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(32,382)		$—		$75,591		$10,993,508
MFS Commodity Strategy Fund		(189,762)		—		10,895		5,599,154
MFS Emerging Markets Debt Fund		(72,196)		—		320,316		11,043,034
MFS Emerging Markets Debt Local Currency Fund		(11,819)		—		120,112		5,525,393
MFS Global Bond Fund		(278,310)		—		132,985		27,616,199
MFS Global Real Estate Fund		13,405		71,905		128,294		5,440,335
MFS Government Securities Fund		(157,808)				1,108,573		55,011,749
MFS Growth Fund		108,793		705,316		—		21,633,312
MFS High Income Fund		(50,788)		—		827,131		16,593,858
MFS Inflation-Adjusted Bond Fund		(395,685)		—		695,497		55,039,160
MFS Institutional Money Market Portfolio		—		—		1,435		459,319
MFS International Growth Fund		(38,503)		42,920		74,796		5,491,137
MFS International Value Fund		(5,327)		52,952		107,080		5,462,678


	Lifetime 2015 Fund – continued
Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS New Discovery Value Fund		$(444)		$30,393		$2,165		$513,663
MFS Research Fund		15,424		103,151		20,766		2,149,768
MFS Research International Fund		(7,490)		—		41,066		1,604,332
MFS Total Return Bond Fund		(18,341)		37,149		300,996		10,146,549
MFS Value Fund		12,151		56,137		48,596		2,154,267
		$(138,898)		$557,677		$940,558		$51,966,017

	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		625,802		157,625		(57,227)		726,200
MFS Commodity Strategy Fund		604,263		154,579		(126,360)		632,482
MFS Emerging Markets Debt Fund		713,032		122,516		(99,062)		736,486
MFS Emerging Markets Debt Local Currency Fund		—		994,023		(41,719)		952,304
MFS Global Bond Fund		1,856,838		418,077		(181,136)		2,093,779
MFS Global Real Estate Fund		301,966		30,646		(90,171)		242,441
MFS Government Securities Fund		3,526,552		538,368		(498,100)		3,566,820
MFS Growth Fund		347,152		43,528		(88,279)		302,401
MFS High Income Fund		4,867,914		906,992		(612,902)		5,162,004
MFS Inflation-Adjusted Bond Fund		2,879,181		813,163		(339,755)		3,352,589
MFS Institutional Money Market Portfolio		10		39,920,944		(39,805,192)		115,762
MFS International Growth Fund		288,177		41,530		(58,292)		271,415
MFS International New Discovery Fund		35,050		475		(24,076)		11,449
MFS International Value Fund		237,584		25,537		(52,319)		210,802
MFS Limited Maturity Fund		4,164,965		1,679,662		(350,059)		5,494,568
MFS Mid Cap Growth Fund		1,237,604		178,688		(398,434)		1,017,858
MFS Mid Cap Value Fund		849,726		123,534		(240,071)		733,189
MFS New Discovery Fund		150,246		47,510		(54,277)		143,479
MFS New Discovery Value Fund		305,464		75,711		(95,218)		285,957
MFS Research Fund		631,387		96,527		(155,851)		572,063
MFS Research International Fund		911,362		147,891		(193,608)		865,645
MFS Total Return Bond Fund		5,061,653		1,022,118		(1,326,529)		4,757,242
MFS Value Fund		700,552		93,243		(156,947)		636,848

Underlying Affiliated Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income		Ending Value
MFS Absolute Return Fund		$(28,114)		$—		$51,082		$6,949,737
MFS Commodity Strategy Fund		(287,801)		—		10,825		4,433,702
MFS Emerging Markets Debt Fund		(105,942)		—		503,487		11,010,462
MFS Emerging Markets Debt Local Currency Fund		(12,035)		—		163,023		7,380,358
MFS Global Bond Fund		(218,492)		—		86,502		18,278,688
MFS Global Real Estate Fund		85,799		62,674		111,824		3,934,815
MFS Government Securities Fund		(198,635)		—		829,433		36,310,229
MFS Growth Fund		751,756		853,465		—		22,253,700
MFS High Income Fund		(43,693)		—		1,029,280		18,325,116
MFS Inflation-Adjusted Bond Fund		(309,475)		—		485,360		35,369,813
MFS Institutional Money Market Portfolio		—		—		205		115,762
MFS International Growth Fund		39,573		70,078		122,123		7,686,483
MFS International New Discovery Fund		240,382		—		8,297		342,431
MFS International Value Fund		153,472		86,375		174,670		7,628,920
MFS Limited Maturity Fund		(48,182)		—		389,370		33,022,351
MFS Mid Cap Growth Fund		889,160		1,027,866		—		15,369,655
MFS Mid Cap Value Fund		600,933		907,851		115,968		15,426,302
MFS New Discovery Fund		4,121		264,383		—		3,723,275
MFS New Discovery Value Fund		26,416		246,324		16,493		3,774,634