MFS INTERMEDIATE INCOME TRUST
N-30D, 1996-07-01
Previous: INSURED MUNICIPALS INC TR & INV QUAL TAX EX TR MULTI SER 71, 497J, 1996-07-01
Next: PETROMET RESOURCES LTD, SC 13D/A, 1996-07-01




Dear Shareholders: 

The past six months brought mixed results in the fixed-income markets of the 
countries in which the Trust invests. While returns were generally negative 
for U.S. Treasuries, particularly during the first four months of 1996, 
returns for government securities in many European countries were positive as 
yields there generally declined. In the United States, for example, two-year 
Treasury yields, which were at 5.52% on November 1, 1995, increased to 6.05% 
by the end of April 1996, while yields on 10-year Treasuries rose from 5.98% 
to 6.67%. Yields on 10-year government bonds in Italy, by comparison, 
declined from 11.85% to 9.83% over the same period. The ability to allocate 
up to 50% of its assets into international fixed-income markets greatly 
benefited the Trust, diversifying the risk experienced in U.S. Treasuries as 
interest rates increased. 

The Trust's stock market price, which stood at $6.625 on November 1, 1995, 
increased to $6.75 on April 30, 1996, while its net asset value decreased 
from $7.84 to $7.70, representing a total return of 5.88% based on market 
price and 2.33% based on net asset value. These returns are based on the 
closing stock market prices in effect on those dates and assume the 
reinvestment of all distributions paid during the period. 

We believe the difference in the Trust's total returns based on its market 
price versus the returns based on net asset value reflects investors' 
positive response to a repurchase program announced by the Board of Trustees 
on April 10, 1996. Under this program, up to 10% of the outstanding shares of 
the Trust are to be repurchased annually when the shares are trading at a 
discount to net asset value. In addition, the Trustees voted to pay to 
shareholders special distributions on a monthly basis throughout each year, 
based on the difference between the market price of any shares repurchased 
under the program and the net asset value of such shares at the time of 
repurchase. These special distributions of the captured economic value may 
constitute a return of capital to shareholders for tax purposes. We believe 
this plan to return the value of the discount to shareholders in the form of 
higher monthly distributions should have a positive effect on the discount 
and should not disrupt the portfolio management of the Trust. This plan 
replaces the existing share repurchase plan previously implemented by the 
Trustees in November 1994. 

U.S. Government Sector 

We believe the U.S. economy will continue to show moderate growth in 1996, 
although this growth may be somewhat uneven as we move from quarter to 
quarter. Thus, while one quarter may experience an annualized rate of growth 
in gross domestic product of less than 1%, another quarter may see annualized 
growth in excess of 3% - but, for the year, we believe growth could stay 
within our expected range of 2% to 2-1/2%. While some increase in consumer 
spending took place in the early months of this year, consumers, who 
represent two-thirds of the economy, remain in a somewhat weakened position, 
due in part to an increase in consumer installment debt in excess of 30% over 
the past two years. Meanwhile, growth is also being constrained by ongoing 
economic doldrums in Europe and Japan, important markets for U.S. exports. 
Here again, we are seeing a few tentative signs, particularly in Japan, of 
modest recoveries that could lead to improved prospects for U.S. exporters. 
Also, the "lag effect" of increases in short-term interest rates by the 
Federal Reserve Board ("Fed") in 1994 and into 1995 is helping to keep growth 
in check. This lag effect can last up to two years, and although the Fed did 
reduce short-term rates late last year and earlier this year, we expect it to 
continue its diligent anti-inflationary policies. At the same time, it 
appears that inflation is likely to remain under control this year, due in 
part to a continued moderation in wage pressures and the subdued level of 
economic growth. Finally, we believe the current upward pressure on energy 
prices bears close scrutiny, as energy is an important component of the 
inflation outlook. 

Our overall portfolio strategy in the past six months has been to reduce 
exposure to U.S. securities in favor of the international markets. The 
portion of the 

                                      1 
<PAGE>
 
portfolio allocated to international securities was increased from 
approximately 32% to about 45%. Our strategy has also been to shift the 
emphasis within the funds allocated to the U.S. market away from Treasuries 
in favor of agency and mortgage- backed securities, as we have been able to 
add attractive incremental yield to the portfolio in these sectors (although 
principal value and interest on Treasury securities are guaranteed by the 
U.S. government if held to maturity). 

Within the U.S. portion of the portfolio, the allocation to mortgage-backed 
pass-through securities was increased from 29% to 40%. Mortgage-backed 
securities enjoyed a substantial yield advantage over U.S. Treasuries and 
favorable buying conditions moving into the beginning of 1996. Also, 
mortgage- backed pass-through securities yield approximately 1.30% to 1.50% 
more than Treasuries but have had substantially less price sensitivity. These 
factors have allowed mortgage indices to outperform comparable Treasury 
indices over the period. Issues held in the portfolio are mostly liquid 
Government National Mortgage Association (GNMA) pass- through securities; 30% 
of the U.S. portion is in GNMA 30-year, 7% and 7.5% coupons, and 5% is in 
GNMA 15-year, 8.5% coupons. Another 5% is held in Federal Home Loan Mortgage 
Corp. 30-year, 7.5% coupons. We do not believe these issues are likely to 
face substantial prepayment risk given the range of interest rate scenarios 
we are expecting over the next six months. Another positive element for this 
sector is our continued expectation of limited issuance of new mortgage 
securities. This technical factor should allow the yield spread to Treasuries 
to be stable to narrower over the coming months. 

Our ability to invest in both Treasuries and mortgage-backed securities 
within a range of maturities has proven helpful in this rapidly changing 
environment. The Trust will, however, continue to adhere to its policy of 
avoiding any exposure to the more volatile mortgage-derivative securities. 

International Sector 

Foreign bond markets, especially European markets, outperformed the U.S. bond 
market by a wide margin over the last six months, while the dollar 
appreciated against every major currency except the Italian lira and the 
Australian and New Zealand dollars. Virtually all yield curves steepened over 
the period, reflecting cuts in official interest rates induced by slow growth 
and benign inflation. Ten- year yields declined throughout continental 
Europe, with the best performance coming in the highest- yielding markets -- 
Italy, Spain, and Sweden. Within the dollar-bloc, Canadian and Australian 
yields tightened versus the United States, while New Zealand rates rose 
sharply in response to concern over growth and inflation. 

The Trust's allocation to foreign bond markets has been maintained near its 
maximum weighting (50%) since late 1995, with an emphasis on the highest- 
yielding European markets. The allocation to Europe as a whole was increased, 
while exposure to the dollar-bloc was reduced. Throughout the period, most of 
the portfolio's foreign assets have been hedged back into the U.S. dollar. 
Roughly 80% of these assets are currently hedged, and we anticipate 
maintaining a similar posture going forward. The portfolio retains some 
exposure to dollar-bloc currencies, such as Canadian and Australian dollars, 
as well as to intra-European currency movements, such as the Italian lira 
versus the German mark. 

Going forward, we anticipate that European markets will continue to offer the 
best opportunities for capital appreciation. Efforts to meet the fiscal 
austerity criteria of the proposed European Monetary Union are reinforcing 
the tendency toward slower growth. Continental central banks are therefore 
expected to continue the process of cutting official interest rates. In this 
environment, the higher-yielding markets should continue to outperform, and 
the dollar should remain firm versus European currencies. Markets will be 
wary of any acceleration in European growth and/or inflation since this could 
reverse 

                                      2 
<PAGE>
 
the process of official rate cuts before the debt- ridden, high-yield 
countries can reap the full fiscal benefit of reduced interest expense. This 
is most likely to become an issue in the fall. Canada and Australia remain 
attractive by virtue of their high real (inflation-adjusted) yields. Firmer 
growth in the Japanese economy makes Japanese bonds unattractive, while the 
yen should appreciate against European currencies. 

We appreciate your support and welcome any questions or comments you may 
have. 

Respectfully, 

/s/ A. Keith Brodkin 
A. Keith Brodkin 
Chairman and President 

/s/ Steven E. Nothern 
Steven E. Nothern 
Portfolio Manager 

/s/ Christopher D. Piros 
Christopher D. Piros 
Portfolio Manager 

May 10, 1996 

In accordance with Section 23(c) of the Investment Company Act of 1940, the 
Trust hereby gives notice that it may from time to time repurchase shares of 
the Trust in the open market at the option of the Board of Trustees and on 
such terms as the Trustees shall determine. 

                                      3 
<PAGE>
 
Investment Objective and Policies 

The investment objective of MFS(R) Intermediate Income Trust is to preserve 
capital and provide high current income. 

The Trust will attempt to achieve this objective by investing in obligations 
issued or guaranteed by the U.S. government, its agencies, authorities or 
instrumentalities and in obligations issued or guaranteed by a foreign 
government or any of its political subdivisions, authorities, agencies or 
instrumentalities. The Trust will maintain an average weighted portfolio 
maturity of approximately seven years or less and will invest substantially 
all of its assets in securities with remaining maturities less than or equal 
to 10 years. Under normal market conditions, the Trust's average weighted 
portfolio maturity will not be less than three years. The Trust may enter 
into options and futures transactions and forward foreign currency exchange 
contracts and purchase securities on a "when-issued" basis. 

Number of Shareholders 

As of April 30, 1996, our records indicate that there are 19,499 registered 
shareholders and approximately 101,000 shareholders owning Trust shares in 
"street" name, such as through brokers, banks and other financial 
intermediaries. 

If you are a "street" name shareholder and wish to directly receive our 
reports, which contain important information about the Trust, please write or 
call: 

  State Street Bank and Trust Company 
  P.O. Box 8200 
  Boston, MA 02266-8200 
  1-800-637-2304 

*****************************[boxed text]*************************************
Performance Summary 

(For the period ended April 30, 1996) 


Net Asset Value Per Share 
October 31, 1995                $ 7.83 
April 30, 1996                  $ 7.70 

New York Stock Exchange Price 
October 31, 1995                $6.625 
April 29, 1996 (high)*          $6.875 
April 9, 1996 (low)*            $6.500 
April 30, 1996                  $6.750 

*For the period November 1, 1995 through April 30, 1996. 
******************************************************************************

Number of Employees 

The Trust is organized as a Massachusetts business trust and is registered 
under the Investment Company Act of 1940, as amended, as a closed-end, 
non-diversified, management investment company and has no employees. 

New York Stock Exchange Symbol 

The New York Stock Exchange symbol is MIN. 

                                      4 
<PAGE>
 
Dividend Reinvestment and 
Cash Purchase Plan 

The Trust offers a Dividend Reinvestment and Cash Purchase Plan which allows 
you to reinvest either all of the distributions or only the long-term capital 
gains paid by the Trust. Unless the shares are trading at a premium 
(exceeding net asset value), purchases are made at the market price. 
Otherwise, purchases will be made at a discounted price of either the net 
asset value or 95% of the market price, whichever is greater. You can also 
buy shares of the Trust. Investments from $100 to $500 can be made in January 
and July on the 15th of the month or shortly thereafter. 

If your shares are in the name of a brokerage firm, bank, or other nominee, 
you can ask the firm or nominee to participate in the Plan on your behalf. If 
the nominee does not offer the Plan, you may wish to request that your shares 
be re-registered in your own name so that you can participate. 

There is no service charge to reinvest distributions, nor are there brokerage 
charges for shares issued directly by the Trust. However, when shares are 
bought on the New York Stock Exchange or otherwise on the open market, each 
participant pays a pro rata share of the commissions. A service fee of $0.75 
is charged for each cash purchase as well as a pro rata share of the 
brokerage commissions, if any. The automatic reinvestment of distributions 
does not relieve you of any income tax that may be payable (or required to be 
withheld) on the distributions. 

To enroll in or withdraw from the Plan or to receive a brochure providing a 
complete description of the Plan, please contact the Plan agent at the 
address and telephone number located on the back cover of this report. Please 
have available the name of the Trust and your account and Social Security 
numbers. For certain types of registrations, such as corporate accounts, 
instructions must be submitted in writing. When you withdraw from the Plan, 
you can receive the value of the reinvested shares in one of two ways: a 
check for the value of the full and fractional shares, or a certificate for 
the full shares and a check for the fractional shares. 

                                      5 
<PAGE>
 
Portfolio of Investments -- April 30, 1996 

<TABLE>
Bonds -- 92.4% 

<CAPTION>
                                                                                     Principal Amount 
Issuer                                                                                  (000 Omitted)      Value 
<S>                                                                                         <C>         <C>          
U.S. Bonds -- 54.6% 
U.S. Federal Agencies -- 14.1% 
Agency for International Development, 6.625s, 2004                                          $ 14,600    $ 14,306,394 
Farm Credit Systems Financial Assistance Co., 9.375s, 2003                                    19,550      22,290,128 
Federal Home Loan Mortgage Corp., 7.5s, 2007 - 2026                                           45,350      45,186,710 
Federal National Mortgage Assn., 7.7s, 2004                                                   25,000      25,269,500 
Federal National Mortgage Assn., 7.8s, 2002                                                   21,000      21,164,010 
Federal National Mortgage Assn., 8.33s, 2005                                                  20,000      20,525,000 
Federal National Mortgage Assn., 9s, 2008 - 2017                                                  73          76,137 
Overseas Private Investment Corp., 6.08s, 2004                                                12,500      11,915,375 
Private Export Funding Corp., 9.1s, 1998                                                       9,000       9,568,620 
                                                                                                         ------------ 
                                                                                                        $170,301,874 
                                                                                                         ------------ 
U.S. Government Guaranteed -- 40.5% 
 Government National Mortgage Association -- 18.5% 
GNMA, 7s, 2023 - 2026                                                                       $ 91,217    $ 87,825,118 
GNMA, 7.5s, 2022 - 2025                                                                      100,036      98,879,047 
GNMA, 8s, 2017 - 2025                                                                              1              39 
GNMA, 8.5s, 2001 - 2009                                                                       35,824      37,346,614 
                                                                                                         ------------ 
                                                                                                        $224,050,818 
                                                                                                         ------------ 
 U.S. Treasury Obligations -- 22.0% 
U.S. Treasury Notes, 5.5s, 1998                                                             $ 13,500    $ 13,293,315 
U.S. Treasury Notes, 9.25s, 1998                                                              24,000      25,578,720 
U.S. Treasury Notes, 7s, 1999                                                                 35,000      35,710,850 
U.S. Treasury Notes, 7.5s, 2005                                                               31,800      33,474,588 
U.S. Treasury Bonds, 12.375s, 2004                                                            34,500      46,618,125 
U.S. Treasury Bonds, 12s, 2013###                                                             78,500     110,979,375 
                                                                                                         ------------ 
                                                                                                        $265,654,973 
                                                                                                         ------------ 
  Total U.S. Government Guaranteed                                                                      $489,705,791 
                                                                                                         ------------ 
  Total U.S. Bonds                                                                                      $660,007,665 
                                                                                                         ------------ 
Foreign Bonds -- 37.8% 
Australia -- 2.7% 
Commonwealth of Australia, 7s, 2000                                                 AUD       12,500    $  9,395,090 
Commonwealth of Australia, 8.75s, 2001                                                        27,300      21,742,283 
Commonwealth of Australia, 9.5s, 2003                                                          1,385       1,137,887 
                                                                                                         ------------ 
                                                                                                        $ 32,275,260 
                                                                                                         ------------ 
Canada -- 5.7% 
Government of Canada, 7.5s, 2003                                                    CAD       44,400    $ 32,394,359 
Government of Canada, 9s, 2004                                                                34,500      27,324,851 
Government of Canada, 8.75s, 2005                                                             11,500       8,981,604 
                                                                                                         ------------ 
                                                                                                        $ 68,700,814 
                                                                                                         ------------ 
Denmark -- 5.3% 
Kingdom of Denmark, 9s, 2000                                                        DKK      111,520    $ 21,107,053 
Kingdom of Denmark, 8s, 2001                                                                 234,930      42,794,087 
                                                                                                         ------------ 
                                                                                                        $ 63,901,140 
                                                                                                         ------------ 
France -- 1.6% 
Government of France, 7s, 1999                                                      FRF       66,530    $ 13,675,218 
Government of France, 7s, 2000                                                                26,910       5,539,146 
                                                                                                         ------------ 
                                                                                                        $ 19,214,364 
                                                                                                         ------------ 

                                      6 
<PAGE>
                                                                                     Principal Amount 
Issuer                                                                                  (000 Omitted)      Value 
 
Foreign Bonds -- continued 
Germany -- 6.3% 
Deutscheland Republic, 6.375s, 1999                                                 DEM        52,679  $   36,240,237 
Deutscheland Republic, 8.5s, 2001                                                              53,600      39,672,607 
                                                                                                         ------------ 
                                                                                                       $   75,912,844 
                                                                                                         ------------ 
Italy -- 2.6% 
Republic of Italy, 8.5s, 1999                                                       ITL    15,165,000  $    9,661,134 
Republic of Italy, 9.5s, 1999                                                              12,585,000       8,206,032 
Republic of Italy, 8.5s, 2004                                                              22,955,000      13,880,280 
                                                                                                         ------------ 
                                                                                                       $   31,747,446 
                                                                                                         ------------ 
New Zealand -- 2.5% 
Government of New Zealand, 9s, 1996                                                 NZD        31,700  $   21,701,317 
Government of New Zealand, 8s, 2001                                                            13,700       9,077,929 
                                                                                                         ------------ 
                                                                                                       $   30,779,246 
                                                                                                         ------------ 
Spain -- 6.2% 
Government of Spain, 10.5s, 2003                                                    ESP     3,511,800  $   29,809,561 
Government of Spain, 10.9s, 2003                                                            2,775,000      24,002,714 
Government of Spain, 10s, 2005                                                              2,567,600      21,215,261 
                                                                                                         ------------ 
                                                                                                       $   75,027,536 
                                                                                                         ------------ 
Sweden -- 1.8% 
Kingdom of Sweden, 10.25s, 2000                                                     SEK       136,000  $   22,045,552 
                                                                                                         ------------ 
United Kingdom -- 3.1% 
United Kingdom Treasury, 8s, 2000                                                   GBP        24,600  $   37,875,704 
                                                                                                         ------------ 
  Total Foreign Bonds                                                                                  $  457,479,906 
                                                                                                         ------------ 
  Total Bonds (Identified Cost, $1,146,290,759)                                                        $1,117,487,571 
                                                                                                         ------------ 
Short-Term Obligation -- 2.3% 
Eurolira Time Deposit, due 10/21/96 (Identified Cost, $27,519,949)                  ITL    43,110,000  $   27,599,232 
                                                                                                         ------------ 
Repurchase Agreement -- 0.3% 
Goldman Sachs, dated 4/30/96, due 5/01/96, total to be received $3,300,489 
  (secured by $734,418 FNMA, 7.58s, due 4/19/06, market value $734,139; $443,183 
  FNMA, 6.17s, due 12/30/03, market value $419,574; $327,625 FNMA, 5.3s, due 
  12/10/98, market value $319,023; $1,588,970 FHLMC, 0s, due 5/23/96, market value 
  $1,583,451; and $285,189 FHLB, 7.65s, due 3/25/97, market value $290,164), 
  at Cost                                                                                 $     3,300  $    3,300,000 
                                                                                                         ------------ 
  Total Investments (Identified Cost, $1,177,110,708)                                                  $1,148,386,803 
                                                                                                         ------------ 
Put Option Written 
Description/Expiration Month/Strike Price                                            Principal Amount 
                                                                                         of Contracts 
                                                                                        (000 Omitted) 
Canadian Dollars/June/1.385 (Premium Received, $59,889)                             CAD        26,757  $      (16,349) 
                                                                                                         ------------ 
Other Assets, Less Liabilities -- 5.0%                                                                 $   60,123,275 
                                                                                                         ------------ 
  Net Assets--100.0%                                                                                   $1,208,493,729 
                                                                                                         ============ 
</TABLE>

###Security segregated as collateral for open futures contract, written 
   option and interest rate swap. 

Abbreviations have been used throughout this report to indicate amounts shown 
in currencies other than the U.S. dollar. A list of abbreviations is shown 
below. 

AUD = Australian Dollars 
CAD = Canadian Dollars 
CHF = Swiss Francs 
DEM = Deutsche Marks 
DKK = Danish Kroner 
ESP = Spanish Pesetas 
FRF = French Francs 
GBP = British Pounds 
ITL = Italian Lire 
JPY= Japanese Yen 
NZD = New Zealand Dollars 
SEK = Swedish Kronor 

                      See notes to financial statements 

                                      7 
<PAGE>
 
Statement of Assets and Liabilities -- April 30, 1996 

<TABLE>
<S>                                                                                                     <C>
Assets: 
  Investments, at value (identified cost, $1,177,110,708)                                               $1,148,386,803 
  Receivable for interest rate swaps                                                                           240,113 
  Net receivable for forward foreign currency exchange contracts sold                                       14,722,172 
  Receivable for daily variation margin on open futures contracts                                                1,625 
  Receivable for investments sold                                                                           65,563,485 
  Interest and dividends receivable                                                                         25,784,696 
  Other assets                                                                                                  18,223 
                                                                                                          ------------ 
    Total assets                                                                                        $1,254,717,117 
                                                                                                          ------------ 
Liabilities: 
  Cash overdraft                                                                                              $319,160 
  Distributions payable                                                                                        565,121 
  Payable for Trust shares reacquired                                                                        2,071,500 
  Payable for investments purchased                                                                         38,186,624 
  Written options outstanding, at value (premiums received, $59,889)                                            16,349 
  Net payable for forward foreign currency exchange contracts purchased                                      4,047,007 
  Net payable for forward foreign currency exchange contracts purchased                                        122,154 
  Payable to affiliates -- 
   Management fee                                                                                               74,590 
   Transfer and dividend disbursing agent fee                                                                   57,682 
  Accrued expenses and other liabilities                                                                       763,201 
                                                                                                          ------------ 
    Total liabilities                                                                                      $46,223,388 
                                                                                                          ------------ 
Net assets                                                                                              $1,208,493,729 
                                                                                                          ============ 
Net assets consist of: 
  Paid-in capital                                                                                       $1,237,004,885 
  Unrealized depreciation on investments and translation of assets and liabilities in foreign 
   currencies                                                                                              (18,278,500) 
  Accumulated undistributed net realized gain on investments and foreign currency transactions               2,292,773 
  Accumulated distributions in excess of net investment income                                             (12,525,429) 
                                                                                                          ------------ 
    Total                                                                                               $1,208,493,729 
                                                                                                          ============ 
Shares of beneficial interest outstanding                                                                  156,961,416 
                                                                                                          ============ 
Net asset value per share (net assets / shares of beneficial interest outstanding)                               $7.70 
                                                                                                          ============ 
</TABLE>

                      See notes to financial statements 

                                      8 
<PAGE>
 
Statement of Operations -- Six Months Ended April 30, 1996 

<TABLE>
<S>                                                                    <C>
Net investment income: 
  Interest income                                                      $ 47,437,207 
                                                                        ------------- 
  Expenses -- 
    Management fee                                                     $  4,647,221 
    Investor communication expense                                          458,804 
    Trustees' compensation                                                   98,924 
    Transfer and dividend disbursing agent fee                              172,999 
    Custodian fee                                                           375,150 
    Auditing fees                                                            40,615 
    Postage                                                                  35,586 
    Printing                                                                 16,262 
    Miscellaneous                                                            94,811 
                                                                        ------------- 
      Total expenses                                                   $  5,940,372 
    Fees paid indirectly                                                    (17,034) 
                                                                        ------------- 
      Net expenses                                                     $  5,923,338 
                                                                        ------------- 
        Net investment income                                          $ 41,513,869 
                                                                        ------------- 
Realized and unrealized gain (loss) on investments: 
  Realized gain (identified cost basis) -- 
    Investment transactions                                            $ 19,776,539 
    Written option transactions                                             539,466 
    Foreign currency transactions                                           375,496 
    Futures contracts                                                        67,215 
                                                                        ------------- 
      Net realized gain on investments and foreign currency 
       transactions                                                    $ 20,758,716 
                                                                        ------------- 
  Change in unrealized appreciation (depreciation) -- 
    Investments                                                        $(56,773,355) 
    Written options                                                        (256,909) 
    Translation of assets and liabilities in foreign currencies          14,427,910 
    Futures contracts                                                       (79,431) 
    Interest rate swaps                                                     240,113 
                                                                        ------------- 
      Net unrealized loss on investments and foreign currency 
       transactions                                                    $(42,441,672) 
                                                                        ------------- 
       Net realized and unrealized loss on investments and foreign 
        currency                                                       $(21,682,956) 
                                                                        ------------- 
        Increase in net assets from operations                         $ 19,830,913 
                                                                        ============= 
</TABLE>

                      See notes to financial statements 

                                      9 
<PAGE>
 
Statement of Changes in Net Assets 

<TABLE>
<CAPTION>
                                                                                           Six Months 
                                                                                              Ended         Year Ended 
                                                                                            April 30,      October 31, 
                                                                                              1996             1995 
                                                                                          ------------    -------------- 
<S>                                                                                     <C>              <C>            
Increase (decrease) in net assets: 
From operations -- 
  Net investment income                                                                 $   41,513,869   $   92,280,420 
  Net realized gain (loss) on investments and foreign currency transactions                 20,758,716       (4,977,753) 
  Net unrealized gain (loss) on investments and foreign currency translation               (42,441,672)      62,090,546 
                                                                                          ------------    -------------- 
  Increase in net assets from operations                                                $   19,830,913   $  149,393,213 
                                                                                          ------------    -------------- 
Distributions declared to shareholders -- 
  From net investment income                                                            $  (41,513,869)  $  (91,816,226) 
  In excess of net investment income                                                          (398,216)              -- 
                                                                                          ------------    -------------- 
    Total distributions declared to shareholders                                        $  (41,912,085)  $  (91,816,226) 
                                                                                          ------------    -------------- 
Trust share (principal) transactions -- 
  Cost of shares reacquired                                                             $  (16,781,394)  $ (221,493,668) 
                                                                                          ------------    -------------- 
    Total decrease in net assets                                                        $  (38,862,566)  $ (163,916,681) 
Net assets: 
  At beginning of period                                                                 1,247,356,295    1,411,272,976 
                                                                                          ------------    -------------- 
  At end of period (including accumulated distributions in excess of net investment 
   income of $12,525,429 and $12,127,213, respectively)                                 $1,208,493,729   $1,247,356,295 
                                                                                          ============    ============== 
</TABLE>

                      See notes to financial statements 

                                      10 
<PAGE>
 
Financial Highlights 

<TABLE>
<CAPTION>
Per share data (for             Six Months 
a share outstanding                Ended                                     Year Ended October 31, 
throughout each                  April 30,     --------------------------------------------------------------------------------- 
period:                             1996         1995       1994      1993      1992      1991      1990      1989       1988* 
                             ----------------   --------  ---------  --------  --------  --------  --------  -------- ---------- 
<S>                                <C>          <C>       <C>        <C>       <C>       <C>       <C>       <C>        <C>    
Net asset value -- beginning 
 of period                         $ 7.83       $ 7.33    $  8.18    $ 8.07    $ 8.24    $ 8.45    $ 8.87    $ 9.16     $ 9.30 
                                --------------   -------   --------   -------   -------   -------   -------   -------    -------- 
   
Income from investment 
 operations# -- 
Net investment income(sec)         $ 0.26       $ 0.55    $  0.51    $ 0.58    $ 0.66    $ 0.67    $ 0.75    $ 0.83     $ 0.48 
Net realized and unrealized 
  gain (loss) on investments 
  and foreign currency 
  transactions                      (0.15)        0.32      (0.78)     0.21     (0.02)     0.17     (0.12)    (0.07)     (0.10) 
                                --------------   -------   --------   -------   -------   -------   -------   -------    -------- 
   
   Total from investment 
    operations                     $ 0.11       $ 0.87    $ (0.27)   $ 0.79    $ 0.64    $ 0.84    $ 0.63    $ 0.76     $ 0.38 
                                --------------   -------   --------   -------   -------   -------   -------   -------    -------- 
   
Less distributions declared 
 to shareholders -- 
From net investment income         $(0.26)++++  $(0.53)   $ (0.03)   $(0.52)   $(0.60)   $(0.62)   $(0.63)   $(0.92)    $(0.39) 
From net realized gain on 
  investments and foreign 
  currency transactions                --           --         --     (0.16)       --        --        --        --         -- 
In excess of net investment 
  income                             0.00           --      (0.13)       --        --        --        --        --         -- 
From paid-in capital                   --           --         --        --     (0.21)    (0.43)    (0.42)    (0.13)     (0.13) 
Tax return of capital                  --           --      (0.42)       --        --        --        --        --         -- 
                                --------------   -------   --------   -------   -------   -------   -------   -------    -------- 
   
   Total distributions 
    declared to shareholders       $(0.26)      $(0.53)   $ (0.58)   $(0.68)   $(0.81)   $(1.05)   $(1.05)   $(1.05)    $(0.52) 
                                --------------   -------   --------   -------   -------   -------   -------   -------    -------- 
   
Net increase from repurchase 
 of capital shares                 $ 0.02       $ 0.16    $    --    $   --    $   --    $   --    $   --    $   --     $   -- 
                                --------------   -------   --------   -------   -------   -------   -------   -------    -------- 
   
Net asset value -- end of 
 period                            $ 7.70       $ 7.83    $  7.33    $ 8.18    $ 8.07    $ 8.24    $ 8.45    $ 8.87     $ 9.16 
                                ==============   =======   ========   =======   =======   =======   =======   =======    ======== 
   
Per share market value -- 
 end of  period                    $6.750       $6.625    $ 6.125    $7.625    $8.000    $8.000    $7.625    $8.750     $9.375 
                                ==============   =======   ========   =======   =======   =======   =======   =======    ======== 
   
Total return                         5.88%+++    17.08%    (12.58)%    4.14%    10.35%    19.55%    (0.94)%    4.94%     (1.17)%+ 
   
Ratios (to average net assets)/ 
 Supplemental data(sec): 
Expenses##                           0.95%+       1.02%      0.91%     0.95%     1.01%     1.00%     1.01%     1.10%      0.99%+ 
Net investment income                6.66%+       7.13%      6.61%     7.13%     7.96%     8.10%     8.74%     9.34%      8.39%+ 
Portfolio turnover                    114%         242%       213%      270%      401%    1,004%      554%      546%       206% 
Net assets at end of period 
 (000,000 omitted)                 $1,208       $1,247    $ 1,411    $1,597    $1,615    $1,644    $1,695    $1,791     $1,837 
</TABLE>

    * For the period from the commencement of investment operations, March 17, 
      1988 to October 31, 1988. 
    + Annualized. 
  +++ Not annualized. 
    # Per share data for the periods subsequent to October 31, 1993 is based on 
      average shares outstanding. 
   ## For fiscal years ending after September 1, 1995, the Trust's expenses are 
      calculated without reduction for fees paid indirectly. 
 ++++ Includes distributions in excess of net investment income of $0.0025 per 
      share. 
(sec) The investment adviser did not impose a portion of its management fee 
      amounting to $0.0018 per share for the year ended October 31, 1990. If 
      this fee had been incurred by the Trust, the ratio of expenses and net 
      investment income to average net assets for the period would have been 
      1.03% and 8.72%, respectively. 

                      See notes to financial statements 

                                      11 
<PAGE>
 
Notes to Financial Statements 

(1) Business and Organization 

MFS Intermediate Income Trust (the Trust) is organized as a Massachusetts 
business trust and is registered under the Investment Company Act of 1940, as 
amended, as a non-diversified, closed-end management investment company. 

(2) Significant Accounting Policies 

General -- The preparation of financial statements in conformity with 
generally accepted accounting principles requires management to make 
estimates and assumptions that affect the reported amounts of assets and 
liabilities and disclosure of contingent assets and liabilities at the date 
of the financial statements and the reported amounts of revenues and expenses 
during the reporting period. Actual results could differ from those 
estimates. 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. 

Investment Valuations -- Debt securities (other than short-term obligations 
which mature in 60 days or less), including listed issues and forward 
contracts, are valued on the basis of valuations furnished by dealers or by a 
pricing service with consideration to factors such as institutional-size 
trading in similar groups of securities, yield, quality, coupon rate, 
maturity, type of issue, trading characteristics and other market data, 
without exclusive reliance upon exchange or over-the-counter prices. 
Short-term obligations, which mature in 60 days or less, are valued at 
amortized cost, which approximates market value. Non-U.S. dollar-denominated 
short- term obligations are valued at amortized cost as calculated in the 
base currency and translated into U.S. dollars at the closing daily exchange 
rate. Futures contracts, options and options on futures contracts listed on 
commodities exchanges are valued at closing settlement prices. 
Over-the-counter options are valued by brokers through the use of a pricing 
model which takes into account closing bond valuations, implied volatility 
and short-term repurchase rates. Securities for which there are no such 
quotations or valuations are valued at fair value as determined in good faith 
by or at the direction of the Trustees. 

Repurchase Agreements -- The Trust may enter into repurchase agreements with 
institutions that the Trust's investment adviser has determined are 
creditworthy. Each repurchase agreement is recorded at cost. The Trust 
requires that the securities purchased in a repurchase transaction be 
transferred to the custodian in a manner sufficient to enable the Trust to 
obtain those securities in the event of a default under the repurchase 
agreement. The Trust monitors, on a daily basis, the value of the securities 
transferred to ensure that the value, including accrued interest, of the 
securities under each repurchase agreement is greater than amounts owed to 
the Trust under each such repurchase agreement. 

Foreign Currency Translation -- Investment valuations, other assets, and 
liabilities initially expressed in foreign currencies are converted each 
business day into U.S. dollars based upon current exchange rates. Purchases 
and sales of foreign investments, income and expenses are converted into U.S. 
dollars based upon currency exchange rates prevailing on the respective dates 
of such transactions. Gains and losses attributable to foreign currency 
exchange rates on sales of securities are recorded for financial statement 
purposes as net realized gains and losses on investments. Gains and losses 
attributable to foreign exchange rate movements on income and expenses are 
recorded for financial statement purposes as foreign currency transaction 
gains and losses. That portion of both realized and unrealized gains and 
losses on investments that results from fluctuations in foreign currency 
exchange rates is not separately disclosed. 

Written Options -- The Trust may write covered call or put options for which 
premiums are received and are recorded as liabilities, and are subsequently 
adjusted to the current value of the options written. Premiums 

                                      12 
<PAGE>
 
received from writing options which expire are treated as realized gains. 
Premiums received from writing options which are exercised or are closed are 
offset against the proceeds or amount paid on the transaction to determine 
the realized gain or loss. If a put option is exercised, the premium reduces 
the cost basis of the security purchased by the Trust. The Trust, as writer 
of an option, may have no control over whether the underlying security may be 
sold (call) or purchased (put) and, as a result, bears the market risk of an 
unfavorable change in the price of the securities underlying the written 
option. In general, written call options may serve as a partial hedge against 
decreases in value in the underlying securities to the extent of the premium 
received. Written options may also be used as part of an income producing 
strategy reflecting the view of the Trust's management on the direction of 
interest rates. 

Futures Contracts -- The Trust may enter into futures contracts for the 
delayed delivery of securities, currency or contracts based on financial 
indices at a fixed price on a future date. In entering such contracts, the 
Trust is required to deposit either in cash or securities an amount equal to 
a certain percentage of the contract amount. Subsequent payments are made or 
received by the Trust each day, depending on the daily fluctuations in the 
value of the underlying security, and are recorded for financial statement 
purposes as unrealized gains or losses by the Trust. The Trust's investment 
in futures contracts is designed to hedge against anticipated future changes 
in interest or exchange rates or securities prices. Investments in interest 
rate futures for purposes other than hedging may be made to modify the 
duration of the portfolio without incurring the additional transaction costs 
involved in buying and selling the underlying securities. Should interest or 
exchange rates or securities prices move unexpectedly, the Trust may not 
achieve the anticipated benefits of the futures contracts and may realize a 
loss. 

Forward Foreign Currency Exchange Contracts -- The Trust may enter into 
forward foreign currency exchange contracts for the purchase or sale of a 
specific foreign currency at a fixed price on a future date. Risks may arise 
upon entering these contracts from the potential inability of counterparties 
to meet the terms of their contracts and from unanticipated movements in the 
value of a foreign currency relative to the U.S. dollar. The Trust will enter 
into forward contracts for hedging purposes as well as for non-hedging 
purposes. For hedging purposes, the Trust may enter into contracts to deliver 
or receive foreign currency it will receive from or require for its normal 
investment activities. It may also use contracts in a manner intended to 
protect foreign currency-denominated securities from declines in value due to 
unfavorable exchange rate movements. For non-hedging purposes, the Trust may 
enter into contracts with the intent of changing the relative exposure of the 
Trust's portfolio of securities to different currencies to take advantage of 
anticipated changes. The forward foreign currency exchange contracts are 
adjusted by the daily exchange rate of the underlying currency and any gains 
or losses are recorded for financial statement purposes as unrealized until 
the contract settlement date. 

Swap Agreements -- The Trust may enter into swap agreements. A swap is an 
exchange of cash payments between the Trust and another party which is based 
on a specific financial index. Cash payments are exchanged at specified 
intervals and the expected income or expense is recorded on the accrual 
basis. The value of the swap is adjusted daily and the change in value is 
recorded as unrealized appreciation or depreciation. Risks may arise upon 
entering into these agreements from the potential inability of counterparties 
to meet the terms of their contract and from unanticipated changes in the 
value of the financial index on which the swap agreement is based. The Trust 
uses swaps for both hedging and non-hedging purposes. For hedging purposes, 
the Trust may use swaps to reduce its exposure to interest and foreign 
exchange rate fluctuations. For non-hedging purposes, the Trust may use swaps 
to take a position on anticipated changes in the underlying financial index. 

                                      13 
<PAGE>
 
Notes to Financial Statements -- continued 

Investment Transactions and Income -- Investment transactions are recorded on 
the trade date. Interest income is recorded on the accrual basis. All premium 
and original issue discount are amortized or accreted for financial statement 
and tax reporting purposes as required by federal income tax regulations. 
Interest payments received in additional securities are recorded on the 
ex-interest date in an amount equal to the value of the security on such 
date. 

Fees Paid Indirectly -- The Trust's custodian bank calculates its fee based 
on the Trust's average daily net assets. The fee is reduced according to a 
fee arrangement, which provides for custody fees to be reduced based on a 
formula developed to measure the value of cash deposited with the custodian 
by the Trust. This amount is shown as a reduction of expenses on the 
Statement of Operations. 

Tax Matters and Distributions -- The Trust's policy is to comply with the 
provisions of the Internal Revenue Code (the Code) applicable to regulated 
investment companies and to distribute to shareholders all of its taxable 
income, including any net realized gain on investments. Accordingly, no 
provision for federal income or excise tax is provided. The Trust files a tax 
return annually using tax accounting methods required under provisions of the 
Code which may differ from generally accepted accounting principles, the 
basis on which these financial statements are prepared. Accordingly, the 
amount of net investment income and net realized gain reported on these 
financial statements may differ from that reported on the Trust's tax return 
and, consequently, the character of distributions to shareholders reported in 
the financial highlights may differ from that reported to shareholders on 
Form 1099-DIV. Foreign taxes have been provided for on interest income earned 
on foreign investments in accordance with the applicable country's tax rates 
and to the extent unrecoverable are recorded as a reduction of investment 
income. Distributions to shareholders are recorded on the ex-dividend date. 
The Trust distinguishes between distributions on a tax basis and a financial 
reporting basis and requires that only distributions in excess of tax basis 
earnings and profits are reported in the financial statements as a tax return 
of capital. Differences in the recognition or classification of income 
between the financial statements and tax earnings and profits which result in 
temporary over-distributions for financial statement purposes, are classified 
as distributions in excess of net investment income or accumulated net 
realized gains. 

At April 30, 1996, the Trust, for federal income tax purposes, had a capital 
loss carryforward of $23,027,102, which may be applied against any net 
taxable realized gains of each succeeding year until the earlier of its 
utilization or expiration on October 31, 2003 ($6,526,983) and October 31, 
2002 ($16,500,119). 

(3) Transactions with Affiliates 

Investment Adviser -- The Trust has an investment advisory agreement with 
Massachusetts Financial Services Company (MFS) to provide overall investment 
advisory and administrative services, and general office facilities. The 
management fee is computed daily and paid monthly at an effective annual rate 
of 0.32% of average daily net assets and 5.65% of investment income. The 
Trust pays no compensation directly to its Trustees who are officers of the 
investment adviser, or to officers of the Trust, all of whom receive 
remuneration for their services to the Trust from MFS. Certain of the 
officers and Trustees of the Trust are officers or directors of MFS and MFS 
Service Center, Inc. (MFSC). The Trust has an unfunded defined benefit plan 
for all of its independent Trustees and Mr. Bailey. Included in Trustees' 
compensation is a net periodic pension expense of $24,924 for the period 
ended April 30, 1996. 

                                      14 
<PAGE>
 
Transfer Agent -- MFSC acts as a registrar and dividend disbursing agent for 
the Trust. The agreement provides that the Trust will pay MFSC an account 
maintenance fee and a dividend service fee and will reimburse MFSC for 
reasonable out-of-pocket expenses. The account maintenance fee is computed as 
follows: 

Total Number of Accounts        Annual Account Fee 
- ----------------------------    -------------------- 
Less than 75,000                      $9.00 
75,000 and over                       $8.00 


The dividend service fee is $0.75 per dividend reinvestment and $0.75 per 
cash infusion. 

(4) Portfolio Securities 

Purchases and sales of investments, other than purchased option transactions 
and short-term obligations, were as follows: 

                                                 Purchases        Sales 
- ---------------------------------------------   ------------- -------------- 
U.S. government securities                      $810,185,787   $837,090,686 
                                                ============    ============ 
Investments (non-U.S. government securities)    $608,561,582   $553,846,357 
                                                ============    ============ 


The cost and unrealized appreciation or depreciation in value of the 
investments owned by the Trust, as computed on a federal income tax basis, 
are as follows: 

Aggregate cost                                                $1,146,290,759 
                                                                ============ 
Gross unrealized appreciation                                 $    8,405,909 
Gross unrealized depreciation                                    (37,129,874) 
                                                                ------------ 
Net unrealized depreciation                                   $  (28,723,965) 
                                                                ============ 


(5) Shares of Beneficial Interest 

The Declaration of Trust permits the Trustees to issue an unlimited number of 
full and fractional shares of beneficial interest (without par value). 
Transactions in Trust shares were as follows: 

                                                Period Ended    Year Ended 
                                                 April 30,     October 31, 
                                                    1996           1995 
- ---------------------------------------------   ------------- -------------- 
Treasury shares reacquired                       2,435,200      33,096,200 
                                                ============    ============ 


In accordance with the provisions of the Trust's prospectus, 2,435,200 shares 
of beneficial interest were purchased by the Trust during the period ended 
April 30, 1996 at an average price per share of $6.89 and a weighted average 
discount of 12.2% per share. The Trust repurchased 33,096,200 shares of 
beneficial interest during the year ended October 31, 1995 at an average 
price per share of $6.68 and a weighted average discount of 11.40% per share. 
Shares held in Treasury were repurchased in an attempt to return the market 
value of the discount to shareholders in the form of higher monthly 
distributions. 

                                      15 
<PAGE>
 
Notes to Financial Statements -- continued 

(6) Quarterly Financial Information (Unaudited) 
<TABLE>
<CAPTION>
                                                                            Net Realized and     Net Increase (Decrease) 
                                                                         Unrealized Gain (Loss)  in Net Assets Resulting 
Quarterly Period Ended     Investment Income     Net Investment Income       on Investments          from Operations 
- ----------------------   -----------------------  ---------------------  ----------------------- ----------------------- 
                                          Per                    Per                      Per                     Per 
Fiscal 1996                 Amount       Share      Amount      Share      Amount        Share      Amount       Share 
- ----------------------   --------------  -------  ------------  -------  -------------  --------  ------------- -------- 
<S>                      <C>             <C>      <C>           <C>     <C>             <C>       <C>            <C>
January 31               $ 23,565,999    $0.15    $20,589,786   $0.13   $  49,185,065   $ 0.31    $ 69,774,851   $ 0.44 
April 30                   23,871,208     0.15     20,924,083    0.13     (70,868,021)   (0.44)    (49,943,938)   (0.31) 
                         -------------   ------   -----------   ------   ------------   -------   ------------    ------ 
                         $ 47,437,207    $0.30    $41,513,869   $0.26   $ (21,682,956)  $(0.13)   $ 19,830,913   $ 0.13 
                         =============   ======   ===========   ======   ============   =======   ============    ====== 
Fiscal 1995 
- ---------------------- 
January 31               $ 28,725,198    $0.16    $25,410,754   $0.14   $ (21,600,785)  $(0.07)   $  3,809,969   $ 0.07 
April 30                   26,563,252     0.15     23,068,269    0.13      50,225,758     0.33      73,294,027     0.46 
July 31                    26,175,083     0.16     22,848,135    0.14      17,506,205     0.13      40,354,340     0.27 
October 31                 23,933,306     0.16     20,953,262    0.14      10,981,615     0.09      31,934,877     0.23 
                         -------------   ------   -----------   ------   ------------   -------   ------------    ------ 
                         $ 105,396,839   $0.63    $92,280,420   $0.55   $  57,112,793   $ 0.48    $149,393,213   $ 1.03 
                         =============   ======   ===========   ======   ============   =======   ============    ====== 
Fiscal 1994 
- ---------------------- 
January 31               $ 24,425,057    $0.13    $21,043,965   $0.11   $  (5,223,558)  $(0.03)   $ 15,820,407   $ 0.08 
April 30                   28,481,160     0.15     25,180,774    0.13     (92,491,965)   (0.46)    (67,311,191)   (0.33) 
July 31                    29,213,793     0.15     25,768,272    0.13       3,078,915     0.01      28,847,187     0.14 
October 31                 29,364,352     0.15     26,002,727    0.14     (57,979,308)   (0.30)    (31,976,581)   (0.16) 
                         -------------   ------   -----------   ------   ------------   -------   ------------    ------ 
                         $111,484,362    $0.58    $97,995,738   $0.51   $(152,615,916)  $(0.78)   $(54,620,178)  $(0.27) 
                         =============   ======   ===========   ======   ============   =======   ============    ====== 
</TABLE>

(7) Line of Credit 

The Trust entered into an agreement which enables it to participate with 
other funds managed by MFS in an unsecured line of credit with a bank which 
permits borrowings up to $350 million, collectively. Borrowings may be made 
to temporarily finance the repurchase of Trust shares. Interest is charged to 
each fund, based on its borrowings, at a rate equal to the bank's base rate. 
In addition, a commitment fee, based on the average daily unused portion of 
the line of credit, is allocated among the participating funds at the end of 
each quarter. The commitment fee allocated to the Trust for the period ended 
April 30, 1996 was $6,459. 

(8) Financial Instruments 

The Trust trades financial instruments with off-balance sheet risk in the 
normal course of its investing activities in order to manage exposure to 
market risks such as interest rates and foreign currency exchange rates. 
These financial instruments include written options, forward foreign currency 
exchange contracts, futures contracts and interest rate swaps. The notional 
or contractual amounts of these instruments represent the investment the 
Trust has in particular classes of financial instruments and does not 
necessarily represent the amounts potentially subject to risk. The 
measurement of the risks associated with these instruments is meaningful only 
when all related and offsetting transactions are considered. 

                                      16 
<PAGE>
 
Written Option Transactions 
<TABLE>
<CAPTION>
                                                             1996 Calls                         1996 Puts 
                                                   -------------------------------- --------------------------------- 
                                                  Principal Amounts of              Principal Amounts of 
                                                        Contracts                         Contracts 
                                                      (000 Omitted)      Premiums       (000 Omitted)      Premiums 
- ------------------------------------------------   --------------------  ----------  -------------------- ----------- 
<S>                                                    <C>               <C>             <C>               <C>       
Outstanding, beginning of period -- 
 Australian Dollars                                        32,454        $ 351,550           31,385        $ 371,861 
 Deutsche Marks                                                --               --           31,994           85,464 
 Deutsche Marks/British Pounds                             38,419          233,060               --               -- 
 Japanese Yen                                                  --               --          774,000           84,506 
Options written -- 
 Australian Dollars                                        23,889          137,869            8,431           51,524 
 Canadian Dollars                                              --               --           26,757           59,889 
 Japanese Yen                                           1,259,000          174,170          948,000          116,645 
Options terminated in closing transactions -- 
 Australian Dollars                                       (56,343)        (489,419)         (26,580)        (253,720) 
 Deutsche Marks                                                --               --          (31,994)         (85,464) 
 Deutsche Marks/British Pounds                            (38,419)        (233,060)              --               -- 
 Japanese Yen                                          (1,259,000)        (174,170)      (1,722,000)        (201,151) 
Options expired -- 
 Australian Dollars                                            --               --          (13,236)        (169,665) 
                                                   -------------------   ---------   -------------------    --------- 
 Outstanding, end of period                                     0        $       0           26,757        $  59,889 
                                                   ===================   =========   ===================    ========= 
Options outstanding at end of period consist of: 
 Canadian Dollars                                              --        $      --           26,757        $  59,889 
                                                   ===================   =========   ===================    ========= 
Outstanding, end of period                                      0        $       0           26,757        $  59,889 
                                                   ===================   =========   ===================    ========= 
</TABLE>

At April 30, 1996, the Trust had sufficient securities at least equal to the 
value of the written options. 

                                      17 
<PAGE>
 
Notes to Financial Statements -- continued 

Forward Foreign Currency Exchange Contracts 
<TABLE>
<CAPTION>
                                                                                               Net Unrealized 
                                             Contracts to   In Exchange    Contracts at         Appreciation 
             Settlement Date              Deliver/Receive       for            Value           (Depreciation) 
- -----------   ---------------------- --------------------  --------------  ------------- ------------------------- 
<S>           <C>                    <C>  <C>               <C>            <C>                   <C>
Sales         5/20/96                AUD       19,420,758   $ 15,001,780   $ 15,252,655          $  (250,875) 
              5/31/96                CAD       77,386,364     56,851,993     56,859,167               (7,174) 
              5/28/96 - 5/31/96      CHF       67,443,530     58,013,276     54,320,058            3,693,218 
              5/28/96 - 11/04/96     DEM      230,420,792    155,372,071    151,257,223            4,114,848 
              5/31/96                DKK      384,630,255     67,597,584     65,202,520            2,395,064 
              5/28/96                ESP    5,805,675,171     46,429,734     45,586,161              843,573 
              5/31/96                FRF      269,363,295     53,630,547     52,150,889            1,479,658 
              5/31/96                GBP       27,247,265     41,367,409     40,969,805              397,604 
              5/06/96 - 8/06/96      ITL  193,310,877,144    122,258,810    123,106,862             (848,052) 
              6/07/96                JPY    5,989,367,985     60,425,424     57,384,135            3,041,289 
              10/18/96               NZD       46,395,615     30,973,713     31,281,733             (308,020) 
              5/02/96 - 8/02/96      SEK      315,146,729     46,555,122     46,384,083              171,039 
                                                            -------------   ------------    ----------------------- 
                                                            $754,477,463   $739,755,291          $14,722,172 
                                                            =============   ============    ======================= 
Purchases     5/20/96                AUD        9,634,451   $  7,597,342   $  7,566,695          $   (30,647) 
              5/31/96                CHF       32,222,628     28,144,721     25,954,360           (2,190,361) 
              5/28/96 - 11/04/96     DEM       60,157,575     41,337,911     39,361,032           (1,976,879) 
              5/31/96                ESP    1,429,382,500     11,375,000     11,222,082             (152,918) 
              5/31/96                FRF      183,517,855     36,797,270     35,530,525           (1,266,745) 
              5/31/96                GBP        1,480,673      2,259,507      2,226,384              (33,123) 
              5/06/96 - 5/31/96      ITL  119,069,942,687     74,830,553     76,108,956            1,278,403 
              5/31/96 - 6/07/96      JPY    6,029,978,762     57,498,946     57,748,555              249,609 
              5/02/96                SEK      157,573,365     23,138,527     23,214,181               75,654 
                                                            -------------   ------------    ----------------------- 
                                                            $282,979,777   $278,932,770          $(4,047,007) 
                                                            =============   ============    ======================= 
</TABLE>

Forward foreign currency purchases and sales under master netting 
arrangements and closed forward foreign currency exchange contracts excluded 
above amounted to a net payable of $122,154 with Banker's Trust at April 30, 
1996. 

At April 30, 1996, the Trust had sufficient securities to cover any 
commitments under these contracts. 


Futures Contracts                      Unrealized 
                                      Appreciation 
Expiration    Contracts    Position (Depreciation) 
- ------------   ----------  ---------  ------------- 
6/19/96           217        Long       $(48,945) 
6/19/96           106       Short         90,372 
6/19/96            43       Short         38,004 
                                      ------------ 
                                        $ 79,431 
                                      ============ 


At April 30, 1996, the Trust had sufficient cash and/or securities to cover 
margin requirements on open futures contracts. 

Interest Rate Swaps 

<TABLE>
<CAPTION>
                                       Cash Flows     Cash Flows 
               Notional Principal     Paid by the     Received by     Unrealized 
Expiration     Amount of Contract        Trust         the Trust     Appreciation 
- ------------   --------------------- --------------  ------------- -------------- 
<S>            <C>                   <C>              <C>              <C>
10/20/96       ITL 43,110,000,000    ITL-Libor-BBA    9.535% Fixed     $240,113 
                                                                      ============ 
</TABLE>

At April 30, 1996, the Trust has segregated sufficient securities to cover 
margin requirements on open interest rate swaps. 

                                      18 
<PAGE>
 
Independent Auditors' Report 

To the Trustees and Shareholders of MFS Intermediate Income Trust: 

We have audited the accompanying statement of assets and liabilities, 
including the portfolio of investments, of MFS Intermediate Income Trust as 
of April 30, 1996, the related statement of operations for the six months 
then ended, the statement of changes in net assets for the six months then 
ended and the year ended October 31, 1995, and the financial highlights for 
the six months ended April 30, 1996 and for each of the years in the 
eight-year period ended October 31, 1995. These financial statements and 
financial highlights are the responsibility of the Trust's 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 generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements. Our procedures included confirmation of the 
securities owned at April 30, 1996 by correspondence with the custodian and 
brokers; where replies were not received from brokers, we performed other 
auditing procedures. An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well as 
evaluating the overall financial statement presentation. We believe that our 
audits provide a reasonable basis for our opinion. 

In our opinion, such financial statements and financial highlights present 
fairly, in all material respects, the financial position of MFS Intermediate 
Income Trust at April 30, 1996, the results of its operations, the changes in 
its net assets, and its financial highlights for the respective stated 
periods in conformity with generally accepted accounting principles. 

DELOITTE & TOUCHE LLP 

Boston, Massachusetts 
June 7, 1996 

                                      19 
<PAGE>
 



 

[cover]

MFS(R) Intermediate Income Trust

Trustees
A. Keith Brodkin*
Chairman and President

Richard B. Bailey*(2)
Private Investor; Former Chairman and Director (until 1991), Massachusetts
Financial Services Company; Director, Cambridge Bancorp; Director, Cambridge
Trust Company

Marshall N. Cohan(1)
Private Investor

Lawrence H. Cohn, M.D.(2)
Chief of Cardiac Surgery, Brigham and Women's Hospital; Professor of Surgery,
Harvard Medical School

The Hon. Sir J. David Gibbons, KBE(2)
Chief Executive Officer, Edmund Gibbons Ltd.; Chairman, Bank of N.T. Butterfield
& Son Ltd.

Abby M. O'Neill(2)
Private Investor; Director, Rockefeller Financial Services, Inc. (investment
advisers)

Walter E. Robb, III(1)
President and Treasurer, Benchmark Advisors, Inc. (corporate financial
consultants); President, Benchmark Consulting Group, Inc. (office services); 
Trustee, Landmark Funds (mutual funds)

Arnold D. Scott*
Senior Executive Vice President, Director and Secretary, Massachusetts 
Financial Services Company

Jeffrey L. Shames*
President and Director, Massachusetts Financial Services Company

J. Dale Sherratt(1)
President, Insight Resources, Inc. (acquisition planning specialists)

Ward Smith(1)
Former Chairman (until 1994), NACCO Industries; Director, Sundstrand Corporation

Portfolio Managers
Steven E. Nothern*
Christopher D. Piros*

Treasurer
W. Thomas London*

Assistant Treasurer
James O. Yost*

Secretary
Stephen E. Cavan*

Assistant Secretary
James R. Bordewick, Jr.*

Transfer Agent, Registrar and Dividend Disbursing Agent
MFS Service Center, Inc.
P.O. Box 9024
Boston, MA 02205-9824
1-800-637-2304

Custodian
State Street Bank and Trust Company

Independent Auditors
Deloitte & Touche LLP

Investment Adviser
Massachusetts Financial Services Company
500 Boylston Street
Boston, MA 02116-3741

  *Affiliated with the Investment Adviser
(1)Member of Audit Committee
(2)Member of Portfolio Trading Committee                    MINCE-3 6/96 130M

[logo] MFS(R)
THE FIRST NAME IN MUTUAL FUNDS


MFS(R) Intermediate Income Trust

Semiannual Report
April 30, 1996

[graphic--two people in silhouette]



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission