QUARTERLY REPORT July 31, 2012

MFS UTILITIES FUND ®

PORTFOLIO OF INVESTMENTS 7/31/12 (unaudited) The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes. Issuer

Shares/Par

Value ($)

Common Stocks - 89.9% Broadcasting - 0.7% Viacom, Inc., “B”

666,850 $

31,148,564

100,880 $ 5,452,850 677,000 694,026 1,096,739 6,455,609

7,759,690 174,109,501 35,732,060 30,565,342 93,146,043 176,754,574

$

518,067,210

526,630 $ 558,490 22,690 1,246,730 288,530 1,783,403 2,037,188

22,218,520 28,600,273 2,223,847 70,315,572 25,110,766 53,555,592 32,493,149

$

234,517,719

500,435 $ 136,479 2,278,963 633,300 257,710 1,303,580 2,120,800

20,267,618 4,892,772 50,712,166 16,206,147 11,470,672 91,785,068 65,087,352

$

260,421,795

190,520 $ 3,555,449 3,662,746 4,642,960 1,283,360

6,641,527 61,431,463 131,162,934 147,599,698 69,699,282

$

416,534,904

343,430 $

4,680,951

605,610 $ 1,749,775 332 1,987,195 631,440 675,630 2,728,554 259,050 26,649,609

43,791,659 10,166,193 2,286,430 37,657,345 4,262,220 39,902,708 57,708,917 1,445,046 76,139,200

$

273,359,718

Cable TV - 11.4% Charter Communications, Inc., “A” (a) Comcast Corp., “Special A” Liberty Global, Inc., “A” (a) Telenet Group Holding N.V. Time Warner Cable, Inc. Virgin Media, Inc. Energy - Independent - 5.2% Cabot Oil & Gas Corp. Energen Corp. EOG Resources, Inc. EQT Corp. Occidental Petroleum Corp. QEP Resources, Inc. WPX Energy, Inc. (a) Natural Gas - Distribution - 5.8% AGL Resources, Inc. Atmos Energy Corp. GDF SUEZ NiSource, Inc. ONEOK, Inc. Sempra Energy Spectra Energy Corp. Natural Gas - Pipeline - 9.2% El Paso Pipeline Partners LP Enagas S.A. Kinder Morgan, Inc. Williams Cos., Inc. Williams Partners LP Oil Services - 0.1% Cheniere Energy, Inc. (a) Telecommunications - Wireless - 6.0% American Tower Corp., REIT Cellcom Israel Ltd. KDDI Corp. Mobile TeleSystems OJSC, ADR NII Holdings, Inc. (a) SBA Communications Corp. (a) TIM Participacoes S.A., ADR Turkcell Iletisim Hizmetleri AS (a) Vodafone Group PLC

1

Portfolio of Investments (unaudited) – continued Issuer

Shares/Par

Value ($)

Common Stocks - continued Telephone Services - 10.4% Bezeq - The Israel Telecommunication Corp. Ltd. CenturyLink, Inc. China Unicom (Hong Kong) Ltd. Crown Castle International Corp. (a) Deutsche Telekom AG Empresa Nacional de Telecomunicaciones S.A. Frontier Communications Corp. (l) Kabel Deutschland Holding AG (a) PT XL Axiata Tbk TDC A.S. Telecom Italia S.p.A. Telefonica Brasil S.A., ADR Ziggo N.V.

26,944,590 $ 1,299,127 3,728,000 363,040 3,365,060 1,683,922 3,780,760 510,887 38,558,000 7,162,652 74,599,728 2,542,675 2,064,130

27,140,938 53,965,736 5,456,892 22,464,915 37,921,319 33,113,001 14,820,579 32,005,201 25,157,231 48,540,754 52,018,915 59,371,461 59,571,652

$

471,548,594

7,754,470 $ 27,529,291 1,342,910 5,876,975 2,750,630 1,837,187 836,143 2,425,000 5,461,010 1,093,200 1,162,000 910,524 1,209,000 386,600 1,170,792 2,613,390 13,926,644 5,743,923 46,001,957 5,182,800 830,620 16,786,720 1,258,634 11,412,769 696,310 2,726,110 4,635,341 949,520 1,157,370 3,946,876 1,324,813 1,131,527 66,410,462 2,072,830 3,034,972 1,367,725 639,497 2,149,942

93,518,908 18,248,313 56,724,518 100,437,503 57,928,268 61,867,316 627,107 1,554,684 134,668,507 27,015,249 22,217,041 18,447,215 24,826,625 4,459,899 24,902,035 120,686,350 42,830,182 12,969,189 104,459,053 34,270,418 41,713,736 39,952,394 27,916,502 41,139,781 51,659,239 33,364,649 48,077,503 67,320,968 46,155,916 78,227,082 24,230,830 60,095,399 3,410,908 59,904,787 100,882,469 54,099,814 25,083,082 44,171,460

Utilities - Electric Power - 41.1% AES Corp. (a) Aguas Andinas S.A., “A” American Electric Power Co., Inc. Calpine Corp. (a) CenterPoint Energy, Inc. CEZ A.S. China Hydroelectric Corp., ADR (a) China Longyuan Electric Power Group Corp. CMS Energy Corp. Companhia de Saneamento de Minas Gerais Companhia Energetica de Minas Gerais, IPS Companhia Paranaense de Energia, ADR Companhia Paranaense de Energia, IPS CPFL Energia S.A. E.ON AG Edison International EDP Renovaveis S.A. (a) Empresa Electrica Del Norte Grande S.A. Energias de Portugal S.A. Energias do Brasil S.A. FirstEnergy Corp. GenOn Energy, Inc. (a) Great Plains Energy, Inc. Iberdrola S.A. ITC Holdings Corp. Light S.A. National Grid PLC NextEra Energy, Inc. Northeast Utilities NRG Energy, Inc. NV Energy, Inc. OGE Energy Corp. OJSC Enel OGK-5 (a) PPL Corp. Public Service Enterprise Group, Inc. Red Electrica de Espana RWE AG SSE PLC

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Portfolio of Investments (unaudited) – continued Issuer

Shares/Par

Value ($)

653,340 $ 13,905,739,131 824,100 357,750 845,414 71,859,819

7,155,129 2,530,845 14,698,836 12,395,203 9,036,387 5,860,671

Common Stocks - continued Utilities - Electric Power - continued Suez Environnement Territorial Generation Co. No. 1 Tractebel Energia S.A. Transmissora Alianca de Energia Eletrica S.A., IEU United Utilities Group PLC Wholesale Generation Co.

$ 1,861,741,970 Total Common Stocks

$4,072,021,425

Bonds - 1.7% Asset-Backed & Securitized - 0.0% Falcon Franchise Loan LLC, FRN, 5.665%, 2023 (i)(z)

$

806,746 $

75,995

$

24,735,000 $

26,621,044

$

26,938,000 $ 11,280,000 6,970,000

29,497,110 11,985,000 6,691,200

$

48,173,310

$

74,870,349

807,900 $ 871,800 858,230

44,434,500 46,955,148 46,644,801

Energy - Independent - 0.6% Everest Acquisition LLC/Everest Acquisition Finance, Inc., 9.375%, 2020 (n) Utilities - Electric Power - 1.1% GenOn Energy, Inc., 9.875%, 2020 NRG Energy, Inc., 7.875%, 2021 Viridian Group FundCo II, 11.125%, 2017 (z) Total Bonds Convertible Preferred Stocks - 3.0% Utilities - Electric Power - 3.0% NextEra Energy, Inc., 7% PPL Corp., 8.75% PPL Corp., 9.5% Total Convertible Preferred Stocks

$ 138,034,449

Convertible Bonds - 1.4% Cable TV - 0.7% Virgin Media, Inc., 6.5%, 2016

$

20,697,000 $

33,710,239

$

15,017,000 $

29,996,458

$

63,706,697

204,323,165 $

204,323,165

11,340,400 $

11,340,400

Telecommunications - Wireless - 0.7% SBA Communications Corp., 4%, 2014 Total Convertible Bonds Money Market Funds - 4.5% MFS Institutional Money Market Portfolio, 0.15%, at Net Asset Value (v) Collateral for Securities Loaned - 0.3% Morgan Stanley Repurchase Agreement, 0.16%, dated 7/31/12, due 8/01/12, total to be received $11,340,450, (secured by U.S. Treasury and Federal Agency obligations valued at $11,567,242 in an individually traded account), at Value Total Investments Other Assets, Less Liabilities - (0.8)% Net Assets - 100.0%

$

$4,564,296,485 (35,068,656) $4,529,227,829

(a) Non-income producing security. (i) Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security.

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Portfolio of Investments (unaudited) – continued (l) A portion of this security is on loan. (n) Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $26,621,044, representing 0.6% of net assets. (v) Underlying affiliated fund that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. (z) Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve timeconsuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities: Acquisition Date

Restricted Securities

Cost

Value

Falcon Franchise Loan LLC, FRN, 5.665%, 2023

1/18/02

$32,636

$75,995

Viridian Group FundCo II, 11.125%, 2017

3/01/12

6,755,269

6,691,200

Total Restricted Securities

$6,767,195

% of Net assets

0.1%

The following abbreviations are used in this report and are defined: ADR FRN IEU IPS PLC REIT

American Depositary Receipt Floating Rate Note. Interest rate resets periodically and may not be the rate reported at period end. International Equity Unit International Preference Stock Public Limited Company Real Estate Investment Trust

Abbreviations indicate amounts shown in currencies other than the U.S. dollar. All amounts are stated in U.S. dollars unless otherwise indicated. A list of abbreviations is shown below: BRL EUR GBP

Brazilian Real Euro British Pound

Derivative Contracts at 7/31/12 Forward Foreign Currency Exchange Contracts at 7/31/12

Type

Currency

Asset Derivatives BUY SELL SELL BUY SELL SELL SELL SELL SELL

BRL BRL BRL EUR EUR EUR EUR GBP GBP

Counterparty UBS AG JPMorgan Chase Bank N.A. UBS AG UBS AG Credit Suisse Group Goldman Sachs International UBS AG Barclays Bank PLC Citibank N.A.

Contracts to Deliver/Receive

95,629,065 95,629,065 107,629,065 7,246,649 18,843,918 340,258 118,964,815 431,522 1,021,872

Settlement Date Range

In Exchange For

Contract at Value

8/02/12 10/02/12 8/02/12 10/12/12 10/12/12 10/12/12 9/17/12 10/12/12 10/12/12

$ 46,650,600 46,664,258 53,281,716 8,886,392 23,214,388 419,347 148,553,744 676,840 1,603,185

$ 46,666,536 46,142,221 52,522,480 8,924,315 23,206,460 419,029 146,457,342 676,543 1,602,099

Net Unrealized Appreciation (Depreciation)

$

15,936 522,037 759,236 37,923 7,928 318 2,096,402 297 1,086

$3,441,163 Liability Derivatives BUY BRL BUY BRL SELL BRL BUY EUR SELL EUR SELL EUR SELL EUR SELL EUR

JPMorgan Chase Bank N.A. UBS AG JPMorgan Chase Bank N.A. UBS AG Credit Suisse Group Deutsche Bank AG JPMorgan Chase Bank N.A. UBS AG

95,629,065 12,000,000 95,629,065 175,527 87,918,571 2,294,514 87,817,677 1,331,681

8/02/12 8/02/12 8/02/12 10/12/12 10/12/12 10/12/12 10/12/12 10/12/12

$ 47,142,749 5,940,594 46,650,600 216,359 107,902,882 2,820,712 107,779,337 1,636,943

$ 46,666,536 5,855,944 46,666,536 216,164 108,272,538 2,825,715 108,148,286 1,639,978

$ (476,213) (84,650) (15,936) (195) (369,656) (5,003) (368,949) (3,035)

4

Portfolio of Investments (unaudited) – continued Forward Foreign Currency Exchange Contracts - continued

Type

Currency

Counterparty

Liability Derivatives – continued SELL Barclays Bank PLC GBP SELL GBP Citibank N.A. SELL GBP Deutsche Bank AG SELL GBP JPMorgan Chase Bank N.A.

Contracts to Deliver/Receive

59,716,783 278,709 59,716,783 21,250,000

Settlement Date Range

In Exchange For

Contract at Value

Net Unrealized Appreciation (Depreciation)

10/12/12 10/12/12 10/12/12 10/12/12

$92,675,072 431,965 92,670,892 32,919,544

$93,624,408 436,962 93,624,408 33,315,905

$ (949,336) (4,997) (953,516) (396,361) $(3,627,847)

See attached supplemental information. For more information see notes to financial statements as disclosed in the most recent semiannual or annual report.

5

Supplemental Information 7/31/12 (unaudited) (1) Investment Valuations 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. Debt instruments and floating rate loans (other than short-term instruments), including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less generally are valued at amortized cost, which approximates market value. 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. Open-end investment companies are generally valued at net asset value per share. Securities and other assets 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 the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments not reflected in total investments, such as forward foreign currency exchange contracts.

6

Supplemental Information (unaudited) – continued The following is a summary of the levels used as of July 31, 2012 in valuing the fund’s assets or liabilities: Investments at Value

Level 1

Level 2

Equity Securities: United States Brazil United Kingdom Spain Portugal Germany Chile Czech Republic Netherlands Other Countries Corporate Bonds Commercial Mortgage-Backed Securities Foreign Bonds Short Term Securities Mutual Funds

Level 3

Total

$2,801,927,812 308,775,514 — — — — 64,330,503 61,867,316 — 48,450,645 — — — — 204,323,165

$— — 177,424,550 156,671,058 147,289,235 119,911,637 — — 59,571,652 263,835,952 131,809,851 75,995 6,691,200 11,340,400 —

$— — — — — — — — — — — — — — —

$2,801,927,812 308,775,514 177,424,550 156,671,058 147,289,235 119,911,637 64,330,503 61,867,316 59,571,652 312,286,597 131,809,851 75,995 6,691,200 11,340,400 204,323,165

Total Investments

$3,489,674,955

$1,074,621,530

$—

$4,564,296,485

$—

$(186,684)

$—

$(186,684)

Other Financial Instruments

Forward Foreign Currency Exchange Contracts

For further information regarding security characteristics, see the Portfolio of Investments. Of the level 2 investments presented above, equity investments amounting to $54,632,607 would have been considered level 1 investments at the beginning of the period. Of the level 1 investments presented above, equity investments amounting to $31,217,502 would have been considered level 2 investments at the beginning of the period. The primary reason for changes in the classifications between levels 1 and 2 occurs when foreign equity securities are fair valued using other observable market-based inputs in place of the closing exchange price due to events occurring after the close of the exchange or market on which the investment is principally traded. The fund’s foreign equity securities may often be valued at fair value. The fund’s policy is to recognize transfers between the levels as of the end of the period. (2) Portfolio Securities The cost and unrealized appreciation and depreciation in the value of the investments owned by the fund, as computed on a federal income tax basis, are as follows: Aggregate cost

$4,210,381,930

Gross unrealized appreciation Gross unrealized depreciation

$654,701,932 (300,787,377)

Net unrealized appreciation (depreciation)

$353,914,555

The aggregate cost above includes prior fiscal year end tax adjustments, if applicable. (3) Transactions in Underlying Affiliated Funds – Affiliated Issuers 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, the fund assumes the following to be an affiliated issuer:

Underlying Affiliated Fund

Beginning Shares/Par Amount

Acquisitions Shares/Par Amount

Dispositions Shares/Par Amount

Ending Shares/Par Amount

MFS Institutional Money Market Portfolio

72,861,985

852,499,511

(721,038,331)

204,323,165

Underlying Affiliated Fund

Realized Gain (Loss)

Capital Gain Distributions

Dividend Income

Ending Value

MFS Institutional Money Market Portfolio

$—

$—

$121,951

$204,323,165

7

Supplemental Information (unaudited) – continued (4) Issuer Country Weightings Issuer country weighting percentages of portfolio holdings based on net assets, as of July 31, 2012, are as follows: United States

68.8%

Brazil

6.8%

United Kingdom

4.1%

Spain

3.5%

Portugal

3.3%

Germany

2.6%

Chile

1.4%

Czech Republic

1.4%

Netherlands

1.3%

Other Countries

6.8%

The issuer country weighting percentages include both accrued interest amounts and the equivalent exposure from any derivative holdings, if applicable.

8