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2013 ANNUAL AND CORPORATE RESPONSIBILITY REPORT

BUILDING A FUTURE

TOGETHER.

TOGETHER WHEREVER YOU WOULD LIKE TO BE, WE’LL HELP YOU GET THERE.

PROTECTING THE ONES WHO MATTER MOST TO YOU

Marriage and children carry a host of new responsibilities. MassMutual’s life and disability income insurance solutions can help you provide financial security for loved ones.

PROTECTING MY BUSINESS FROM THE UNEXPECTED

MassMutual offers insurance solutions that help protect you and your business, including disability income insurance to protect a portion of your income if you become too ill or injured to work.

A FOUNDATION FOR OUR MUTUAL SUCCESS We are a customer-focused mutual life insurance company with a nationwide network of highly skilled financial professionals and backed by a business and investment strategy that has helped drive our financial strength and deliver on our commitments to help you secure your financial future and protect the ones you love.

Our Operating Structure

LIFE COMPANY

The U.S. Insurance Group serves individuals and business owners through a comprehensive portfolio of products and services. Key offerings include life

insurance, annuities, disability income insurance, long-term-care insurance and broker-dealer and trust services.

Retirement Services serves customers in businesses, unions, nonprofit and government organizations, and professional employer organizations. Products

and services include a full range of retirement plan products and services for defined contribution, defined benefit and nonqualified deferred compensation

plans, as well as an array of protection products available to individuals through the worksite.

Policyowners & ParticipantsPolicyowners pay insurance premiums that MassMutual uses to cover the expenses of providing insurance protection, to meet current benefit obligations, to invest to pay future benefits, and to generate future value. The contributions of plan participants are invested through MassMutual to help secure their future retirement.

Diversified Investment StrategyLike all insurance companies, MassMutual invests in a variety of asset classes. However, MassMutual also has a long history of success investing in strategic operating businesses that capitalize on our core capabilities and generate com-plementary returns. Coupled with our disciplined risk management process and risk-based analysis, this strategy has yielded positive long-term investment returns.

Our business strategy is built on the foundation of our mutual structure and is focused on delivering a diverse portfolio of protection and retirement products as well as strategic operating businesses, a strong distribution network of skilled financial professionals, a diversified investment strategy, and disciplined enterprise risk management.

INTERNATIONAL BUSINESSES

MassMutual International LLC operates businesses in Japan and Hong Kong, and participates in joint ventures in the People’s Republic of China and

Chile. Our international insurance businesses bring added geographic and market diversification. Collectively, MassMutual International businesses offer

insurance and retirement products to meet the needs of local consumers.

ASSET MANAGEMENT AFFILIATES

OppenheimerFunds, Inc., one of the largest investment management firms in the United States, and its subsidiaries offer a broad array of products

and services to individuals, institutional investors and corporations worldwide.

Babson Capital Management LLC is a global investment management firm serving a broad array of investors worldwide, and is the lead investment

advisor to MassMutual.

Baring Asset Management Limited is an international investment management firm with offices, clients and business lines spanning the world’s

major markets.

The ResultThis framework continues to work for our customers and our network of skilled financial professionals and supports a business strategy focused on delivering competitive risk-adjusted returns, diversified product offerings, industry-leading financial strength, high dividends and quality service.

Financial Strength & Dividends Our earnings help pay our eligible participating policyowners dividends (which are not guar-anteed), contribute to our capital and surplus and support business reinvestment that further strengthens MassMutual.

2013 ANNUAL AND CORPORATE RESPONSIBILITY REPORT 1

SAVING FOR EDUCATION

MassMutual financial professionals can provide several types of solutions that help parents prepare for educational expenses.

SECURING MY FINANCIAL FUTURE

MassMutual can assist you with strategies that help secure your financial future, allowing you to leave a legacy benefiting the people and causes that are most important to you.

PREPARING FOR RETIREMENT

Employment-based retirement plans are important tools for accumulating savings, while annuities can help protect against the risk of outliving that savings through guaranteed lifetime income payments. MassMutual offers both.

Whether you want to protect your loved ones, safeguard part of your income if you cannot work due to illness or injury, save money for education or retire on your own terms, MassMutual’s comprehensive portfolio of life insurance, disability income insurance, retirement/401(k) plan services and annuities work together to help you plan for the future. Visit MassMutual.com/AnnualReport to learn more about how we can help you achieve your goals.

MassMutual2

“We had record-breaking sales, announced a historic dividend payout, maintained our excellent financial strength, and, most importantly, delivered on our commitments to you.”

I am very pleased to share with you that 2013 was another fantastic year

for MassMutual.

We had record-breaking sales, announced a historic dividend payout,

maintained our excellent financial strength, and, most importantly, delivered

on our commitments to you. We also made significant progress on initiatives

to drive growth and strengthen our company, and we continued our focus

on responsibility – investing in our people, the communities we call home

and our efforts to foster a more sustainable future for all of us.

It’s been more than 162 years since MassMutual was founded in a single

room in Springfield, Mass. We’ve grown and changed considerably since then

as has the world around us. But the one thing that has remained constant is

our purpose – to help people secure their future and protect the ones they

love. For generations, people have counted on us to be there for them when

they need us most. It’s a commitment we take to heart, and the driving

force behind all that we do.

As a mutual company, we operate for the benefit of our participating

policyowners and members, and we make decisions with your best interests

in mind. Along with our insurance and retirement businesses, MassMutual’s

unique mix of asset management and international businesses adds to our

diversification, serves as a strategic differentiator and has generated addi-

tional earnings that have ultimately benefited our policyowners. By working

TO OUR POLICYOWNERS AND CLIENTS:

MEETING YOUR NEEDS

TOGETHER.

2013 ANNUAL AND CORPORATE RESPONSIBILITY REPORT 3

MEETING YOUR NEEDS

TOGETHER.“On January 1, 2013, we acquired The Hartford’s

Retirement Plans business, building on the record growth we’ve had in our retirement business. Through this acquisition, we doubled the size of our retirement business, expanding our presence in the government and small retirement plan markets, and complementing our focus on the mid-size market.”

Roger W. CrandallChairman, President and

Chief Executive Officer, Massachusetts Mutual

Life Insurance Company

together, we’ve built a better and stronger company for our approximately

5 million customers, helping you protect who matters most to you.

TOGETHER, WE DELIVER STRONG PERFORMANCE

Our continued focus on delivering strong results to our customers, while

managing the risks around us, led to another year of record results in many

areas. Sales of whole life insurance, annuities, and retirement plan products

and services were the highest in our company’s history, including our eighth

consecutive year of record whole life sales. We continued to build MassMutual’s

total adjusted capital, a key indicator of our financial strength.

And last year, we approved an estimated $1.5 billion dividend payout to

eligible participating policyowners for 2014. While dividends are not guar-

anteed, this is the largest payout in our history and the 16th consecutive

year it has exceeded $1 billion.

Our strong performance propelled us into the top 100 companies in the

FORTUNE® 500, moving up 27 spots to No. 94 in 2013. We also had the

distinction of being named the third-most-admired life and health insurance

company on the FORTUNE World’s Most Admired Companies list – including

number one in the social responsibility ranking – making us the highest-ranked

mutual company on this list.

MassMutual 2013 ANNUAL AND CORPORATE RESPONSIBILITY REPORT4

Above all, we delivered on our commitments, paying $2.7 billion in insurance

and annuity benefits, helping more than 24,000 people, families and busi-

nesses. These results and achievements highlight the benefits of doing

business with MassMutual, a financially strong company that is focused on

driving growth and delivering long-term value to its policyowners and clients.

This is especially critical at a time when economic growth is slow, the political

environment is uncertain and consumers need to take greater accountability

for their financial future.

TOGETHER, WE GROW OUR BUSINESS

In 2013, we recruited a record number of financial professionals, enabling us

to reach more people and help them create a holistic financial strategy. Our

commitment to helping people achieve financial security is why we’ve devel-

oped a comprehensive suite of products and solutions to meet your needs.

Whether you want to protect your family, safeguard part of your income should

you become disabled, save money for college, or retire with confidence, our

comprehensive portfolio of life insurance, disability income insurance, annuities,

and retirement solutions work together to help you plan for the future.

And it wasn’t just our network of financial professionals that grew in 2013.

Our financial strength gave us the flexibility to make strategic decisions to

best position our company for the future, both in terms of acquisitions and

new locations.

On January 1, 2013, we acquired The Hartford’s Retirement Plans business,

building on the record growth we’ve had in our retirement business. Through

this acquisition, we doubled the size of our retirement business, expanding

our presence in the government and small retirement plan markets, and

complementing our focus on the mid-size market.

Fully integrating this business with our own was one of our biggest priorities

for 2013, and the progress we have made is phenomenal. We welcomed

more than 1.2 million retirement plan participants, grew sales significantly in

the small plan market – a key rationale for the acquisition – and positioned our

combined operations for future success. Our acquisition of this business was

named “Deal of the Year” at the 20th Annual Mutual Fund Industry Awards.

In addition, two MassMutual subsidiaries made progress on integrating

two recent acquisitions. OppenheimerFunds, Inc. acquired SteelPath Capital

Management and SteelPath Fund Advisors, which are focused on energy

infrastructure Master Limited Partnerships, and Baring Asset Management

acquired SEI Asset Korea Co., Ltd., enabling the firm to expand its asset

management services into Korea. All three acquisitions illustrate MassMutual’s

diversification and ongoing ability to implement its growth strategy.

And last summer, we established a new operations center in Phoenix, Ariz.,

creating a corporate presence in the Western United States. With this new

location, we’ll continue to provide exemplary service to all of our policyowners

and customers, regardless of where they live.

TOGETHER, WE MEET THE NEEDS OF A CHANGING NATION

Aside from new acquisitions and new locations, we recognize that we will

only be successful if our workforce and sales force reflect the changing

demographics of our country. At MassMutual, we believe that diversity makes

us stronger and is a catalyst for growth. We are committed to fostering a

diverse environment to drive innovation and meet the needs of America’s

changing population.

WE APPROVED AN ESTIMATED

POLICYOWNER DIVIDEND PAYOUT FOR 2014

$1.5B

MassMutual 2013 ANNUAL AND CORPORATE RESPONSIBILITY REPORT 5

Our commitment to diversity is reflected at every level of our organization.

Nearly half of the members on our Board of Directors are women or people of

color and more than 40 percent of our executives and managers are women.

And we’ve more than doubled the number of multicultural financial profes-

sionals in our network during the last six years, increasing it by 13 percent

last year alone.

In 2013, we were recognized for the work we do to support a diverse workplace.

We were once again named a Working Mother 100 Best Company, and the

National Association for Female Executives named us a Top 50 Company for

Executive Women. We were among DiversityInc’s 25 Noteworthy Companies

for the third consecutive year, and in late 2013, we learned that we received a

100 percent rating on the Human Rights Campaign Foundation’s Corporate

Equality Index, earning a place on its 2014 Best Places to Work list.

TOGETHER, WE BUILD OUR COMMUNITIES

Along with embracing diversity, we also support the communities where we

live and work through our charitable contributions and leadership. Last year,

we placed more emphasis on financial education programs for youth and

continued to invest in our future workforce, providing academic and devel-

opment opportunities to more than 900 students.

And through our LifeBridgeSM Free Life Insurance Program, we continued to

help eligible families and children afford the price of an education should a

parent or guardian pass away. Since the program’s inception in 2002, we

have paid the premium on and issued more than 13,200 LifeBridge policies

nationwide, representing over $660 million in life insurance coverage.

TOGETHER, WE PROTECT FUTURE GENERATIONS

Our 2013 achievements are truly extraordinary. When I look back at these

results, one of the things that I’m most proud of is how we achieved them.

We did it by working together toward our shared purpose, holding ourselves

to the highest standards of ethics and integrity, making our communities a

better place and valuing one another’s diverse perspectives. I thank our employ-

ees and financial professionals for helping us achieve these fantastic results.

We are committed to building on our momentum, so you can be confident

that we will be there for you when you need us – whether it’s today, tomorrow,

or decades from now. Thank you for giving us the opportunity to help you

secure your future and protect the ones you love.

Together, we build our future, and we are honored to be a part of your journey.

Sincerely,

Roger W. Crandall

Chairman, President and Chief Executive Officer

KEY AWARDS


Our results reflect a company that continues to focus on delivering industry-leading financial strength, high dividends and a high-quality customer experience under a variety of economic conditions.

BUILDING A

STRONG FUTURE.

More than 600 MassMutual employees participated in the 2013 United Way Day of Caring – including Grace Goddard and Karen Gerulaitis, who decorated windows at the Amelia Park Children’s Museum in Westfield, Mass.


WE APPROVED AN ESTIMATED

POLICYOWNER DIVIDEND PAYOUT FOR 2014 TO ELIGIBLE PARTICIPATING POLICYOWNERS**Dividends are not guaranteed.

2013 HIGHLIGHTS

143,000PEOPLE THROUGH CHARITABLE CONTRIBUTIONS TO NONPROFITS

HELPED OVER

DOUBLEDTHE SIZE OF OUR RETIREMENT BUSINESS

$1.5B

8TH CONSECUTIVE YEAR OFRECORD WHOLE LIFE SALES

IN INSURANCE AND ANNUITY BENEFITS$2.7B

PAID

Enfield Chip


BUILDING OUR FINANCIAL SUCCESS

Premium & Other Deposits In Billions

Premium & other deposits’ growth is a result of the strong sales results we have seen across our varied businesses. We built on historic success and achieved record sales in whole life and annuities, while also benefiting from growth in institutional offerings reflecting the quality and breadth of our portfolio.

Assets Under Management1

In Billions

The financial assets managed by MassMutual and its subsidiaries grew to a record $639 billion in 2013. Strong growth in AUM at MassMutual and its subsidiaries yielded a 26 percent increase over the prior year, largely reflective of both strong cash flows and market appreciation during the year.

Worldwide Insurance in ForceIn Billions

Worldwide insurance in force represents the amount of protection the company has issued and outstanding. Sales drove the growth in this global measure and are the result of our attractive product portfolio.

ENTERPRISE-WIDE MEASURES

Life company assets reached an all-time high of $195 billion, a growth of 11 percent in 2013. The growth of our total assets is testament to our policyowners’ and customers’ recognition of the value of doing business with a mutual company.

*2012 figures restated.

Dividends to Policyowners3 In Millions

Our 2013 dividends to policyowners were MassMutual’s highest ever and affirmed our commitment to operate for the benefit of our eligible participating policyowners.

Total Adjusted CapitalIn Billions

Total adjusted capital of $14.5 billion remained exceptionally strong and provided the flexibility to make strategic acquisitions to further complement our diversified business structure.

CONSOLIDATED STATUTORY RESULTS2

These metrics include the results of all businesses within MassMutual Financial Group, including subsidiaries.

These measures reflect the performance of the consolidated insurance operations of Massachusetts Mutual Life Insurance Company.

We’ve grown assets under management, sales, dividends, and capital to record levels.

$508

2012

$443

2011

$448

2010

$639

2013

$408

2009

$1,379

2012

$1,313

2011

$1,209

2010

$1,475

2013

$1,212

2009

$521

2012

$504

2011

$490

2010

$547

2013

$483

2009

$14.4

2012

$13.2

2011

$12.4

2010

$14.5

2013

$11.0

2009

$36

2012

$23

2011

$23

2010

$39

2013

$25

2009

$175*

2012

$149

2011

$141

2010

$195

2013

$133

2009

Life Company AssetsIn Billions


U.S. Insurance Sales4

In Millions

MassMutual insurance sales continued to improve, with record-breaking contributions from whole life and annuities. Our product offerings reflect a focus on prudent risk management and the creation of long-term value for our policyowners.

U.S. Whole Life Sales2

In Millions

MassMutual achieved record-breaking weighted whole life sales for the eighth consecutive year. The whole life product suite is designed with the flexibility to meet market needs and create long-term value for our participating policyowners.

BUSINESS RESULTS

Retirement Services & Executive Benefits Sales5

In Billions

MassMutual has continued to generate significant sales growth from Retirement Services & Executive Benefits, topping $12 billion of combined sales in 2013. Retirement Services maintained positive momentum, including a record $7.4 billion of retirement plan sales in 2013, and exceeded $11 billion in total sales for the second consecutive year. Executive Benefits product sales results grew for the third consecutive year in 2013, topping $1 billion.

Retirement Services Net Cash FlowIn Billions

Cash flow in 2013 was negatively impacted by the loss of assets under management from The Hartford’s Retirement Plans business. These losses were anticipated and taken into consideration prior to the acquisition.

FINANCIAL STRENGTH RATINGS

1 Assets Under Management include assets and certain external investment funds managed by MassMutual subsidiaries, including OppenheimerFunds, Inc., Baring Asset Management Limited, Babson Capital Management LLC and its subsidiary, Cornerstone Real Estate Advisers LLC.

2 These consolidated results of Massachusetts Mutual Life Insurance Company also include its U.S.-domiciled, wholly owned subsidiaries: MML Bay State Life Insurance Company and C.M. Life Insurance Company.

3 Dividends are not guaranteed.4 U.S. Insurance sales include life insurance, disability income insurance,

long-term-care insurance and annuities.5 Retirement Services sales include defined contribution, defined benefit

and nonqualified deferred compensation plans in addition to investment only and terminal funding sales.

For more information, visit MassMutual.com/Financials.

Ratings apply to Massachusetts Mutual Life Insurance Company and its subsidiaries, C.M. Life Insurance Company and MML Bay State Life Insurance Company. Ratings are as of March 15, 2014, and are subject to change.

A++ Superior

A.M. BEST COMPANY

AA+ Very Strong

FITCH RATINGS

Aa2 Excellent

MOODY’S INVESTORS SERVICE

AA+ Very Strong STANDARD & POOR’S

Incorporating Enterprise Risk ManagementCentral to MassMutual’s goal of sustaining our financial strength to help people secure their future and protect the ones they love is a comprehensive and effective Enterprise Risk Management (ERM) operation. Led by Chief Risk Officer Elizabeth Ward, ERM takes a broad and multifaceted approach to identifying risk: from analyzing trends in the business environment, to studying key performance metrics, to assessing the capabilities of key competitors. This allows us to identify possible risk events, prioritize them and proactively prepare for their possible occurrence. We have embedded risk management throughout our enterprise, focusing on financial, operational, strategic and reputational risks, to maximize results for the long-term benefit of customers.

$3,100

2012

$2,708

2011

$2,763

2010

$4,309

2013

$3,595

2009

$542

2012

$427

2011

$419

2010

$596

2013

$382

2009

$11.9 $12.1

2012

$6.5

2011

$5.4

2010 2013

$5.1

2009

$7.4

$(3.2)2012

$3.5

2011

$2.3

2010 2013

$1.6

2009


PERFORMING AT A RECORD LEVEL

Summary of Financial Position(consolidated statutory basis, in millions)

As of December 31: 2013 2012

Short-term investments and cash $ 4,504 $ 3,410

Bonds 72,036 61,650

Other invested assets 49,989 48,652

Total invested assets $ 126,529 $ 113,712

Other assets 4,000 3,275

Separate account assets 64,478 58,124

Total assets $ 195,007 $ 175,111

Policyowners’ reserves $ 101,203 $ 84,704

Policyowners’ dividends 1,497 1,400

Other liabilities 13,047 16,208

Asset valuation reserve 2,267 1,997

Separate account liabilities 64,469 58,115

Total liabilities $ 182,483 $ 162,424

Surplus 12,524 12,687

Total liabilities and surplus $ 195,007 $ 175,111

Solid operating fundamentals and investment returns have built on our growth trajectory.

+11%Invested assets and total life company assets were both up 11 percent, primarily driven by the company’s retirement plans business acquisition as well as strong sales and investment results.

STRONG GROWTHOur diversified product portfolio and investment strategy, coupled with a disciplined risk management approach, have helped to protect and grow the assets of the company for the benefit of our policyowners.

SUBSTANTIAL CAPITAL & SURPLUSBoth surplus of $12.5 billion and total adjusted capital of $14.5 billion are key indicators of the company’s overall financial strength and continue to position the company with substantial financial resources.

In 2013, the excellent performance of MassMutual’s broad portfolio of products

and businesses, highly diversified investment strategy and productive distri-

bution network helped protect and grow the assets of the company for the

benefit of policyowners and customers. The company’s capital and surplus

balances – both key indicators of the company’s financial strength – remained

very strong and continued to position the company with substantial financial


As of December 31: 2013 2012

Premium income $ 20,811 $ 20,734

Net investment income 5,814 5,296

Fees and other income 935 680

Total revenue $ 27,560 $ 26,710

Policyowners’ benefits $ 19,178 $ 11,809

Increase in policyowners’ reserves 3,531 10,567

Commissions and other expenses 3,088 2,257

Total benefits and expenses $ 25,797 $ 24,633

Net gain from operations before dividends and taxes $ 1,763 $ 2,077

Dividends to policyowners 1,475 1,379

Net gain from operations before taxes $ 288 $ 698

Federal income tax benefit (87) (59)

Net gain from operations $ 375 $ 757

Net realized capital gains (losses) (488) 115

Net income $ (113) $ 872

Summary of Operations(consolidated statutory basis, in millions) +10%

Net investment income increased double digits in a slowly recovering economy due to higher asset levels largely driven by the company’s retirement plans business acquisition.

62%Policyowner benefits increased over 60 percent largely due to the company’s retirement plans business acquisition and growth in the size and scale of the company’s operating book of business.

7%Dividends to policyowners increased nearly $100 million or 7 percent, as evidence of MassMutual’s continued commitment to its policyowners.

resources. Increases in invested assets and total life company assets were

primarily driven by strong cash flow from operations and the company’s

retirement services acquisition. Cash and short-term investments also grew,

further bolstering liquidity. This asset growth was teamed with growth in

reserves for the payment of future benefits largely due to new and acquired

business and higher premiums.

Strong operating fundamentals and favorable investment results enabled us

to continue our trajectory of year-over-year growth in 2013, with increased

sales in key businesses and revenues. MassMutual’s strong financial results

for 2013 included $347 million and 14 percent growth in weighted sales6

of whole life insurance – the eighth consecutive year of record sales in the

company’s core product. Annuity, disability income insurance, investment

management and retirement plan sales also showed double-digit increases.

In addition, policyowners’ benefits increased over 60 percent as we delivered

on our commitments to those who rely on our products and services. The

accounting impact of the company’s retirement plans business acquisition

was the primary driver of lower earnings; however, we feel the acquisition

complements existing businesses and positions the retirement services

business well to continue to provide a full range of retirement plan products

and services. Overall, the year’s excellent performance reflects continued

success for MassMutual and validates our long-term strategy and our focus

on policyowners and customers.

6 Weighted sales are based on weighted annualized new premium, with single premium payments weighted at 10 percent.


EXECUTING A CONSISTENT STRATEGY Our long-term investment strategy helps ensure we’ll be there for policyowners and their loved ones when needed.

INVESTMENT PHILOSOPHY

Our forward-thinking strategy is evident in our risk-based investment

objective of generating competitive long-term results for policyowners

while preserving the ability to withstand downturns in financial markets.

We manage our business for the benefit of our policyowners, a philosophy

that extends to the management of our General Investment Account (GIA).

The GIA is comprised of the assets we use to meet our obligations to our

policyowners. Our investment decisions are based on fundamental research,

combined with disciplined risk management. Our focus on long-term

returns and our disciplined investment approach have resulted in a portfolio

that has performed well in the past and, equally important, is positioned to

perform well in the future.

Diversification, prudent security selection and relative value are the investment

principles that guide asset selection for the GIA. We diversify the asset

composition of the GIA by investing in a variety of asset classes in order to

reduce the impact of negative economic events on our portfolio. MassMutual

further diversifies by investing in strategic business subsidiaries, such as

OppenheimerFunds, Inc.; Babson Capital Management LLC; Baring Asset

Total Invested Assets December 31, 2013In Millions

Bonds: $72,036Mortgage Loans: $17,331Policy Loans7: $10,859Partnerships and LLCs: $7,434Common Stocks: $6,308Short-Term & Cash: $4,504Real Estate: $876Derivatives & Other: $7,182

Bonds December 31, 2013In Millions

Public Corporate: $22,977Private Corporate: $20,341U.S. Treasury & Agency: $8,463Commercial Mortgage-Backed & Other Asset-Backed Securities: $10,181Municipal & Sovereign: $3,636Non-Agency Residential Mortgage- Backed Securities: $1,604Agency Residential Mortgage- Backed Securities: $1,358Investment Funds: $1,483Other: $1,993

7 Policy loans are loans taken by policyowners against the cash surrender value of their policies and as such are secured by the cash surrender value of those policies.

TOTAL: $72,036

TOTAL: $126,529


Management Limited; and MassMutual International LLC. Our second

investment principle, prudent security selection, involves regular, thorough

reviews of both current and potential holdings by our investment profes-

sionals. Finally, a relative value assessment of risk versus return informs

our decision-making process as we consider various opportunities and the

prospective impacts on GIA performance.

ASSET TYPES

Babson Capital Management is the primary investment manager for the

GIA and chooses assets based on our investment principles and policies

and within a risk/reward framework.

Bond holdings make up the majority of the GIA, reflecting the conservative

approach to investing that we believe provides the best value to policyowners.

These holdings consist primarily of government and agency securities, public

and private corporate issues, and structured securities backed by mortgages

and other types of loans.

Mortgage loans represent a significant portion of our GIA as well. Cornerstone

Real Estate Advisers LLC, a subsidiary of Babson Capital Management,

originates and manages investments in commercial mortgage loans, lending

primarily against high-quality properties with stable cash flows. We also invest

in pools of residential mortgages substantially backed by U.S. government

agencies.

Further diversification involves investment in public and private equity markets,

and in equity real estate, both directly and through limited partnerships. While

these markets may exhibit more volatility in the short term, we invest in them

for the diversification benefits and attractive long-term returns they can provide.

MANAGING INVESTMENT RISK

Our robust investment risk management process allows us to assess the

ability of the GIA to respond to policyowner needs in different economic

environments. Through the asset/liability management process, we closely

manage the duration (price sensitivity to changes in interest rates) of the

assets relative to that of the liabilities to mitigate the impact that changes

in interest rates will have on our ability to meet policyowner needs. Using

stress tests, we review how assets and liabilities may react in different

market environments and make any necessary adjustments. In addition,

we perform liquidity testing to ensure a strong liquidity and cash position

that enables MassMutual to meet policyowner needs.

The combination of asset diversification, investment management expertise

and strong risk management delivers a GIA that has performed consistently

well over the long term and provided policyowners a high degree of confidence

in MassMutual’s ability to meet its financial commitments.

MassMutual’s Chief Investment Officer, Tim Corbett, meeting with associates to discuss our investment strategy.


BUILDING OUR BUSINESSES For 162 years, we’ve helped people secure their future and protect their loved ones.

The successful execution of MassMutual’s business strategy in 2013

helped drive another successful year across our Life Company, International

Businesses and Asset Management Affiliates.

LIFE COMPANY • Announced a historic dividend payout for 2014 – an estimated $1.5 billion

to eligible participating policyowners. (Please note that dividends are not

guaranteed.)

• Increased total adjusted capital – a key indicator of the company’s overall

financial strength – to $14.5 billion as of Dec. 31, 2013 from $14.4 billion

the prior year. This helped position the company with substantial financial

resources, a significant achievement in a year when MassMutual made

its largest acquisition ever.

• Increased assets under management by 26 percent to $639 billion,

the highest level reported in the company’s history. Assets under man-

agement include assets and certain external investment funds managed

by MassMutual subsidiaries, including OppenheimerFunds, Inc., Babson

Capital Management LLC, Baring Asset Management Limited, and

Cornerstone Real Estate Advisers LLC.

• Delivered on our commitments by paying $2.7 billion in insurance and annuity

benefits, helping more than 24,000 individuals, families and businesses.

• Increased sales of whole life insurance by 14 percent in 2013 to $347 million,

representing the eighth consecutive year of record whole life sales. Whole

life sales are classified as weighted sales, based on weighted annualized

new premium with single premium payments weighted at 10 percent.

• Reached a new milestone in annuity sales – $3.57 billion, up 57 percent

from 2012. MassMutual is a leading player in the retirement income market

with solutions such as the RetireEaseSM Choice Flexible Premium Deferred

Income Annuity, Sound Retirement Solutions (SRS) retirement income

planning framework, and our Strategic Distribution Partners program.

• Increased disability income insurance sales by 10 percent.

• Surpassed $11 billion in written total Retirement Service sales for the second

consecutive year, including a record $7.4 billion in retirement plan sales.

• Acquired The Hartford’s Retirement Plans business on January 1, 2013, nearly

doubling our participant base and placing us among the top-10 largest

providers of retirement services in the U.S. (according to PLANSPONSOR

magazine’s June 2013 DC Recordkeeping Survey). The acquisition was

named “Deal of the Year” by Euromoney Institutional Investor PLC.

• Served approximately 2.8 million participants in more than 36,000

retirement plans.

• Enhanced the RetireSmartSM suite of action-oriented resources.

• Earned a record 41 “Best in Class” Cups in the 2013 PLANSPONSOR

Defined Contribution Survey, which measures customer satisfaction with

retirement plan sponsors.

• Earned scores above the industry average in 20 of the 22 categories

measured in Boston Research Group’s 2013 Defined Contribution Plan (DCP)

Retirement Advisor Satisfaction and Loyalty Study. With “brand” and “thought

leadership” leading the way, satisfaction with MassMutual among retirement

plan advisors continues to be among the best of all providers.

• Grew the company’s network of financial professionals by 5.3 percent over

2012, bringing the company’s total field force to more than 5,200 financial

professionals as of December 31, 2013.


• Established a new operations center in Phoenix, Ariz. This creates a corporate

presence in the Western United States and enables MassMutual to continue

providing exemplary service to all policyowners and customers, regardless

of where they live.

• Named one of the top 100 companies on the FORTUNE® 500, moving up 27

spots to No. 94. MassMutual was also named the third-most-admired

company on FORTUNE’s Most Admired list in its industry category (life

and health insurance), and was also the highest-ranked mutual company.

• Continued to earn recognition for our commitment to diversity and inclusion.

MassMutual was again honored by Working Mother magazine as one of

its 100 Best Companies (Working Mother, October 2013), by DiversityInc

for the third year in a row as one of its 25 Noteworthy Companies

(DiversityInc, Summer 2013), and was named a Top 50 Company for

Executive Women by the National Association for Female Executives (NAFE).

In late 2013, MassMutual also received a 100 percent rating on the Human

Rights Campaign Foundation’s Corporate Equality Index, earning a place on

its 2014 Best Places to Work list.

• Sustained our leadership position in customer service. In 2013,

MassMutual’s call centers and representatives captured top awards from

ContactCenterWorld for client service and best practices for the fifth year

in a row. ContactCenterWorld is a global association for contact center

best practices and networking.

INTERNATIONAL BUSINESSES

• MassMutual International LLC had $20.2 billion in assets under

management in 2013.

• MassMutual International collected statutory premiums over

$3.7 billion in 2013.

ASSET MANAGEMENT AFFILIATES

• OppenheimerFunds, Inc. experienced record-breaking sales of almost

$67 billion and net sales of $16 billion in 2013. This was due in part to the

success of SteelPath, which the firm acquired at the end of 2012. The firm

had strong investment performance overall, resulting in 26 funds with a

4- or 5-star rating (versus 13 in 2012) from Morningstar, a prominent mutual

fund rating company. Favorable market conditions, strong investment per-

formance and significant net flows increased assets under management

by $37 billion, or 19 percent, versus a year ago.

• Babson Capital Management LLC generated third-party sales of $13.5 billion

and was named as one of the best places to work in money management

in an annual ranking by Pensions & Investments magazine.

• Cornerstone Real Estate Advisers LLC ended the year with over $42 billion

in assets under management and more than 194 fund and advisory

clients globally.

• Baring Asset Management Limited completed the acquisition of asset

management firm SEI Asset Korea in 2013, renaming it Baring Asset

Management Korea Limited upon closing. The acquisition added approxi-

mately $7.4 billion in assets under management upon closing and expanded

Barings’ presence in an important market for asset management services.

Michael R. Fanning, Executive Vice President, U.S. Insurance Group and Elaine A. Sarsynski, Executive Vice President, Retirement Services; Chairman, MassMutual International LLC.


We share our knowledge with customers, consumers, financial professionals, employees and the next generation, because a strong and financially secure future is a well-informed one.

BUILDING A

SMART FUTURE.


$660M*+

IN FREE LIFE INSURANCE COVERAGE TO ELIGIBLE WORKING FAMILIES SINCE THE INCEPTION OF OUR LIFEBRIDGESM FREE LIFE INSURANCE PROGRAM****MassMutual pays the premiums

ISSUED

2013 HIGHLIGHTSOVER $1.6M*

SPENT ON EMPLOYEE EDUCATION THROUGH OUR EDUCATIONAL ASSISTANCE PROGRAM

MORE THAN 75SEMINARS HELD TO SUPPORT BREAST CANCER AWARENESS NATIONWIDE

30+ SPECIALCARE SM PLANNING TEAMS TRAINED TO WORK WITH FAMILIES OF CHILDREN AND ADULTS WITH DISABILITIES OR SPECIAL NEEDS

MM SUPPLIED PHOTO

900 MASSMUTUAL EDUCATIONAL PROGRAMS

STUDENTS PARTICIPATED IN

OVER

2013 MassMutual Scholars receiving their scholarship awards; through our Career Pathways Program, we offer scholarships, mentoring, and internships to local students.*M = million


We’re leveraging our expertise to provide the financial knowledge customers and consumers need.

In 2013, MassMutual continued building an array of financial education

initiatives designed to more fully engage our customers and consumers. We

created a series of customized monthly articles that focus on family-related

financial issues. With topics ranging from vacation planning to grocery budgets,

the series is an innovative way to address common family concerns and

demonstrate how financial decision-making is part of our everyday lives. We

also sponsored more than 75 Support the Cause seminars around the country

in October, Breast Cancer Awareness Month. These seminars covered the

basics of personal and business finance and, in many cases, were also used to

help support cancer-related organizations. In addition, we continued our

promotion of Life Insurance Awareness Month, a great way for MassMutual

financial professionals to engage consumers on the importance of life

insurance and provide education to help them find the best coverage

for themselves.

EMPOWERING CUSTOMER KNOWLEDGE

Financial professional Deanna Filosa of Melville, N.Y. meets with one of her young professional clients. Deanna Filosa is an insurance representative of Massachusetts Mutual Life Insurance Company. She is licensed to offer insurance products and services in CA, CT, FL, GA, MA, MD, MI, MO, NC, NH, NJ, NY, OH, PA, RI, SC, TN, TX, VA, and VT (CA lic. #OB51930).


MAKING CONNECTIONS WITH MILLENNIALS

Improving financial education isn’t always about programs and products.

Sometimes it’s about recognizing cultural or generational differences – such

as our efforts to connect with millennials, defined as those born between

1980 and 1992. Millennials form a significant portion of the marketplace and

have an evolving set of financial and informational needs. “Young people

don’t need a new approach to financial services,” notes Michael Fanning,

MassMutual’s Executive Vice President for the U.S. Insurance Group. “Financial

companies need a new approach to young people.”

One of our approaches is the publication of a guide, It’s Time to Envision

Your Future, designed to engage with millennials about disability income

insurance. We’ve also greatly increased our digital and social media efforts

to help bring more relevant information to several groups, including millennials.

Leading this effort has been MassMutual’s Vice President of Marketing &

Brand Strategy, Lara Jordan James, who was recognized in 2013 by

Black Enterprise magazine as one of America’s Top Women Executives

in Advertising & Marketing.

BUILDING TOWARD THE NEXT STEP

Our Retirement Services division is also dedicated to educating Americans

about their financial well-being. In 2013, we launched Season 2 of our success-

ful The Smart View webisode series, featuring real talk about money and

retirement issues. These weekly installments covered a variety of retirement

issues, including college savings, disability insurance coverage and how to

choose a financial professional. We also enhanced our RetireSmartSM Ready

Tool in 2013 by adding a new Retirement Income Strategy module.

Since 2009, MassMutual has conducted a series of research studies called The State of the American Family, which deepens our understanding of family dynamics across the nation. Our most recent study was released in January 2014 and focused on the changing perception of the American dream by examining general attitudes on financial planning and behaviors, retirement preparedness, and income protection and debt.

Determining the State ofthe American Family

Support the CauseSupport the Cause financial education seminars are tied to our support of cancer-related organizations. In cities where Support the Cause seminars are held, MassMutual makes donations to a cancer-related organization. In 2013, MassMutual donated a total of $79,500 to cancer-related organizations on behalf of the Support the Cause seminars held by our financial professionals.


The professional development of our team allows us to better serve customers and consumers.

Providing our financial professionals with the knowledge and tools that they

need to serve customers and consumers is critical to our mission. Last year,

MassMutual’s Retirement Services division launched The Strength and Purpose

Tour, visiting 18 cities over a 30-day period to educate our key constituents

on MassMutual’s retirement planning services. Topics included our 2013

acquisition of The Hartford’s Retirement Plans business and available resources

for retirement education.

Certifications and designations are another way we help educate our financial

professionals. MassMutual provides its financial professionals with the opportu-

nity to receive specialized training in working with family-owned and closely held

businesses through the Certified Family Business Specialist (CFBS) course.

In addition, we unveiled a new disability income (DI) insurance certificate

program – available to our financial professionals through our online learning

portal, MassMutual University. To receive the certificate, agents must take six

online courses ranging from DI basics to field underwriting, then complete a

master test.

SUPPORTING THE SPECIAL NEEDS COMMUNITY

Another program is the Chartered Special Needs Consultant (ChSNC) course.

This designation evolved from our SpecialCareSM program, now in its 10th year.

We currently have almost 200 professionals who have earned or are expected

to earn the ChSNC designation in 2014. This is in addition to the 30-plus

MassMutual general agencies that have established SpecialCare Planning

DEVELOPING OUR SKILLS

Top: Space design and utilization associates have designed work spaces like this for employee collaboration. Bottom: Business and market development associates help educate our financial professionals and consumers.


Teams (SPTs) working in the field of special needs planning. These SPTs

help develop community resource networks with local nonprofits, medical

professionals and other service providers to help parents and caregivers

plan for the future care of loved ones with disabilities. In this way, our

MassMutual professionals have become an important part of the local

communities’ disability services and support networks.

To further strengthen our connection to the special needs community,

MassMutual has also joined forces with Easter Seals to sponsor research

on autism and adults with special needs; to support the development of a

documentary on the issues that children with autism face upon becoming

adults; and most recently, to fund a Sibling Study regarding the powerful

bond between adult children with special needs and their siblings. The study

assesses the implications of the millions of Americans who will be the primary

caregivers to siblings with special needs and reveals that many siblings feel

unprepared financially for this role and worry about how to balance the needs

of their siblings with those of other family members.

EMPOWERING THE MASSMUTUAL WORKFORCE

In addition to addressing the needs of our professionals in the field, we are

deeply involved in the development of our own workforce. MassMutual’s

Career Explorer tool, part of our extensive career program for employees,

was developed from a series of studies and initiatives that began in 2009.

Career Explorer is a framework that organizes jobs and career paths across

the company by function, job family, title and level. The tool, which shows

job levels and pathways within 28 functions and 136 job families, allows

employees to think differently about their careers and take more active con-

trol over their development and progression. More importantly, Career

Explorer also details the professional competencies and technical skills

required for each job and level, helping employees identify areas where

additional development or skill building is needed.

Engaged employees are the most productive employees, and in 2013 we linked

the Career Resource Center’s most popular tool – TALENTSORT® – with

MassMutual jobs to help employees become more engaged with their learning

and career needs. Structured like a game, TALENTSORT asks players to

arrange a series of interest cards into a list of preferred tasks or qualities.

Based on their selections, a report shows the job types closest to their

interests. Employees are encouraged to discuss with their manager ways

to take their next career step within the company.

Taken together, MassMutual’s various learning and career development

programs were recognized in 2013 by Bersin by Deloitte with a

WhatWorks® Award. Top: MassMutual provides its financial professionals with the opportunity to receive specialized training in working with family-owned and closely held businesses through the Certified Family Business Specialist (CFBS) course. Bottom: Members of MassMutual’s Diversity and Inclusion team meet with employee resource group (ERG) leaders. ERGs benefit our business and provide networking, mentoring and professional development opportunities.


Our programs teach students about their finances and prepare them for future insurance or financial careers.

MassMutual‘s education programs are identifying and preparing students

today for financial services careers tomorrow. In its fifth year, our national

MassMutual Scholars Program supports high-achieving college students who

are interested in pursuing careers in the insurance and financial services

industry. The program is open to students of all majors, with preference

given to those who have a demonstrated career interest in the insurance

and financial services industry and have exemplary leadership skills.

A total of $150,000 was distributed in 2013 to 30 MassMutual Scholars.

Similarly, the Career Pathways program engages talented young people in

our home office areas of Springfield, Mass., and Enfield, Conn. It encourages

local high school and college students to explore careers in financial services,

business or information technology, and helps develop their academic skills

by connecting them with training, mentoring, internships, scholarships and

employment opportunities. MassMutual has offered these scholarships for

14 years. In 2013, 40 local students received renewable scholarships worth up

to $20,000 each. A total of 141 students are currently receiving scholarships

through the program.

BUILDING FINANCIAL EDUCATION FOR YOUTH

Because sound financial education should begin at an early age, MassMutual

has a long association with Junior Achievement (JA) USA and with local

affiliates in select markets. Our ongoing partnership with JA aligns with our

mission to help families become more confident in their financial decision-

making and empower them to take control of their financial futures.

In 2013, we announced a $121,500 gift to support JA financial education

programs across the United States. These funds were used to facilitate

classes for young people, providing the tools to assist them in planning their

finances, as well as make smart economic and academic choices. In addi-

tion, we provide ongoing support of JA programming in which MassMutual

employees and financial professionals across the country teach JA curriculum

to students ages 7–12. Over 8,000 students were educated on financial

education topics in 2013. MassMutual volunteers from our corporate offices

worked directly with students at various schools in Western Massachusetts

and Hartford (Conn.) County on a series of JA-sponsored programs and a

stock investment competition throughout 2013.

EDUCATING THE NEXT GENERATION


Protecting Educational Opportunities Through

LifeBridgeSM

MassMutual’s LifeBridgeSM Free Life Insurance Program is a national philanthropic initiative that helps protect children’s educational futures by issuing $50,000 term life insurance policies to benefit the children of eligible working parents – with the premiums paid entirely by MassMutual. Policy benefits help pay for the educational costs of children if an insured parent or legal guardian dies during the 10-year policy term. The only program of its kind, LifeBridge has issued more than 13,200 policies in its 11-year existence, representing a total of over $660 million in coverage through year-end 2013. Demonstrating the power of the program and the importance of life insurance, over $1 million in claims have been provided to families to support the educational aspirations of their children.

Top: Now in its 13th year, the MassMutual Building Your Future Conference hosts nearly 400 high- achieving students from local high schools for a day of workshops on college and career readiness. All sessions are coordinated by MassMutual, Western New England University and community volunteers. Bottom left: In 2013, we held our first MassMutual Scholars Conference, which brought together 145 MassMutual scholarship recipients for a series of professional development sessions. Bottom right: Junior Achievement Job Shadow Day saw almost 75 MassMutual volunteers help local youth with career exploration in the financial services industry.

A life insurance policy through MassMutual’s LifeBridgeSM Free Life Insurance Program has given Cheri peace of mind knowing that her daughter can pursue an education even if she’s not around to help. MassMutual pays the premium on $50,000 of term life insurance for eligible parents or guardians.


We’re building a company that reflects the changing face of America in the marketplace and in the workplace.

BUILDING AN

INCLUSIVE FUTURE.


42%TRIPLED

2013 HIGHLIGHTS

WEIGHTED WHOLE LIFE PREMIUMS FROM SALES TO MULTICULTURAL CONSUMERS SINCE 2007

103%MORE FINANCIAL PROFESSIONALS ARE MULTICULTURAL THAN IN 2007 FEMALE MANAGERS AND EXECUTIVES ARE

EMPLOYED AT CORPORATE HEADQUARTERS

50%OF BOARD MEMBERS ARE WOMEN OR PEOPLE OF COLOR

NEARLY

3 DIVERSITYINC 25 NOTEWORTHY COMPANIES LIST

YEARS


Emerging multicultural markets create an opportunity for us to help new and underserved customers.

U.S. Census Bureau figures report that non-white residents accounted for

92 percent of U.S. net population growth over the past decade, and more than

50 percent of infants born today are members of a racial or ethnic minority.

These changes have profound implications for MassMutual’s business and

will be a significant factor in driving our market share growth ahead of our

competitors. Our own numbers are starting to bear this out. Today, people of

color comprise 20 percent of our policyowner and participant base, compared

to just 12 percent in 2007.

The marketplace component of MassMutual’s diversity strategy focuses on

recognizing these population trends and developing strong relationships with

customers, suppliers and communities. We regularly conduct consumer

research studies among African-American, Hispanic, Chinese, Korean and

Asian-Indian households and businesses to help us better understand their

unique needs and how best to meet those needs.

WORKING TOGETHER ACROSS CULTURES

Recent efforts include integrated marketing campaigns for our target

multicultural segments, in partnership with key media outlets such

as Black Enterprise magazine and HispanicBusiness.com. We’ve also

developed relationships with various external organizations, enabling us to

reach out to new or underserved markets. Our professionals have partnered

with the Association of Latino Professionals in Finance and Accounting (ALPFA),

the Executive Leadership Council and the Korean Association of Certified

Public Tax Accountants to deliver seminars and educational sessions to

certain market segments. With help from our multicultural marketing team

and employee resource groups formed to promote diversity and inclusion,

we create networking opportunities for our financial professionals and provide

a forum for discussing the financial concerns of these groups.

We’ve also produced targeted financial information for specific cultural groups,

such as a 2013 video series on the basics of annuities, disability income

insurance and life insurance. Originally produced in English, these videos

were made available in Spanish, Korean, Mandarin Chinese and Asian-Indian

versions as well. Such efforts have allowed us to triple the amount of

weighted whole life premiums from sales to multicultural customers since

2007 – a strong indicator that we are filling underserved customer needs.

RESPONDING TO A DIVERSE MARKETPLACE


MassMutual’s leadership on promoting equality helped us earn a 100 percent rating on the Human Rights Campaign’s (HRC) Corporate Equality Index (CEI) for 2014 (announced in 2013), placing the company on the CEI 2014 Best Places to Work list. We were one of only 53 of FORTUNE’s top 100 companies to make this list. HRC is the largest civil rights organization working to achieve lesbian, gay, bisexual and transgender (LGBT) equality. The rating stems from MassMutual’s longtime support of the LGBT community. MassMutual became one of the first of 278 companies to sign on to a “friend of the court” brief urging the U.S. Supreme Court to overturn a section of the Defense of Marriage Act that denies federal benefits and recognition to same-sex couples. This and other initiatives underscore the ongoing success that MassMutual has achieved in making us an employer of choice in the LGBT community, one that encourages employees to bring their whole selves to work.

MassMutual

Leading the Way on Equality

Chicago financial professional Christopher Gandy (right) with one of his business-owner clients. Christopher Gandy is an insurance representative of Massachusetts Mutual Life Insurance Company. He is licensed to offer insurance products and services in CA, IL, MI, and NY (CA lic. #0E37946).


CREATING AN INCLUSIVE WORKPLACE Our diverse team drives innovation and creates synergies that bring forth our best ideas.

In an increasingly complex world, remaining an innovative and forward-thinking

company means that MassMutual must continually evolve. Further integrating

diversity and inclusion across the company has been a priority in recent years.

This effort includes our 2013 rollout of an enhanced diversity planning process

for executives to help drive behaviors that lead to positive change. We’ve also

put an emphasis on informal relationship-building activities, such as actively

engaging diverse employees on networking opportunities, mentoring and

the development of shared business relationships. Our success is seen in

our employee engagement scores on diversity and inclusion, which have

risen each year since 2010.

We also look for public opportunities to champion diversity and inclusion.

In 2013, we hosted a TEDx program, Driving Innovation Through Diversity.

TEDx programs are designed to give communities, organizations and

Amanda Wallace, Assistant Vice President of Strategy & Planning for U.S. Insurance, was named a 2013 Working Mother of the Year.

Legal associates, left to right: Dominic Blue, Trevor Sanford, Camille Donald, Christopher Grinnell, and John Deitelbaum.


individuals the opportunity to stimulate dialogue on a variety of subjects.

Community volunteers organized a one-day program with 16 speakers –

each focusing on ways diversity can drive innovation in thought, product

offerings and service delivery.

DEVELOPING STRATEGIC DIVERSITY PARTNERSHIPS

Longstanding relationships with key organizations, such as the Hispanic

Association on Corporate Responsibility and Out & Equal Workplace Advocates,

among several others, have helped guide our diversity policies and raise

awareness within our organization. These relationships also extend into

outreach opportunities, allowing MassMutual professionals to communicate

information about our products, services and diversity vision.

Our work with ALPFA – the country’s largest Latino association for business

professionals and students – has been a highlight. Several of our financial

professionals are ALPFA members and serve in leadership positions in various

local chapters around the country. In addition, executives and leaders at

MassMutual serve as thought leaders on the organization’s national board.

ENGAGING OUR PEOPLE THROUGH EMPLOYEE RESOURCE GROUPS

MassMutual’s employee resource groups (ERGs) – key internal allies

supporting awareness, education, recruitment and community outreach –

are an integral part of building a diverse and inclusive workplace. MassMutual

has eight national ERGs, representing Latino, African-American, Asian, individ-

uals with disabilities, armed forces/veterans, young professionals, and lesbian,

gay, bisexual and transgender (LGBT) employees. Our Memphis location also

has established its own local multicultural ERG.

ERGs raise new perspectives and issues from within their communities

for the benefit of the business, as well as provide networking, mentoring

and professional development opportunities for members. They also provide

recommendations on certain MassMutual charitable contributions supporting

diversity efforts in the wider community.

Top: MassMutual’s newest ERG, for members of the armed forces, veterans and their families, was formally announced during 2013 Veterans Day celebrations. This ERG recognizes our longstanding support for the armed services, as well as our commitment to help empower veterans and their families. Bottom: For Disability Employment Awareness Month, we teamed with EASE – our employee resource group for people with disabilities – to increase awareness of the contributions disabled employees make to MassMutual’s success. Throughout 2013, EASE coordinated lunch-and-learn sessions about autism and hearing, and we sought their feedback on improvements to our campuses – including input on access ramp installation and door handle selection in certain key areas.


We work to create environments where our stakeholders thrive — actively supporting and promoting ways to nurture a healthy workplace, vibrant communities, and an environmentally sound planet.

BUILDING A

SHARED FUTURE.


$2.5M*

RAISED FOR UNITED WAY CAMPAIGN

2013 HIGHLIGHTS

50% PRODUCED OF THE HOT WATER USED AT MASSMUTUAL’S HEADQUARTERS FROM SOLAR PANELS

$125,000 DISTRIBUTED THROUGH COMMUNITY SERVICE AWARDS PROGRAM

IN PHILANTHROPIC SUPPORTOVER $10M*

MassMutual associates like Priya Srinivasan, shown here painting a fence at the Wistariahurst Museum in Holyoke, Mass., participated in the 2013 United Way Day of Caring.

2013 CHARITABLE DONATIONS

$7,955,748Community Vitality: $2,403,980Economic Development: $1,452,710Education: $1,744,164Matching Gifts: $1,080,208Other: $1,162,185In-Kind Donations/Pro Bono: $112,501

*M = million


We regularly engage in philanthropic and volunteer programs that make our communities stronger.

MassMutual is committed to being a responsible and contributing member in

the places we live and work – from our headquarters in Springfield, Mass., to

our Enfield, Conn., Phoenix, Boston and Memphis campuses, to the commu-

nities of our financial professionals across the country. Our local charitable

outreach is focused on three core areas – education, community vitality and

economic development – which help make our communities more vibrant,

economically viable and help increase student achievement. In addition,

our eight employee resource groups help in directing grants that support

our diversity and inclusion strategy.

HELPING SMALL BUSINESSES

Our support of The SCORE Foundation helps provide resources to small

business owners and entrepreneurs across America through mentoring

programs, educational tools and workshops. MassMutual assisted with

SCORE’s mission by launching the #biztipthursday social media campaign, as

well as offering realBUSINESSSM seminars to SCORE’s local chapters nation-

wide. Our work with SCORE is helping support findings by the U.S. Small

Business Administration, which showed that small businesses receiving

three or more hours of mentoring report higher revenues and growth.

MassMutual employees also support their communities through their generous

support of our annual United Way campaign. In 2013, MassMutual, its employ-

ees and eligible financial professionals contributed $2.5 million in support

of our annual United Way campaign. Approximately 45 percent of that total

SUPPORTING OUR COMMUNITIES

IMG_6461

MassMutual’s Thia Ploubides volunteers her time with the Junior League of Springfield, Mass., which received a Volunteer in Action grant in 2013 on behalf of Thia’s volunteer work.


supports the Springfield-area United Way, while 55 percent supports

United Way organizations across the country where our field professionals

and employees live and work. We also support employee giving to nonprofit

organizations through our Matching Gift Program. In 2013, we contributed more

than $1 million in matching gift support on behalf of our eligible employees

and financial professionals.

STRENGTH IN VOLUNTEERING

When MassMutual employees volunteer in their communities, they serve

as company ambassadors by sharing their skills, knowledge and talents for

the greater good. We encourage these activities through annual events such

as the United Way Day of Caring, donation drives, our Volunteers in Action (VIA)

program and our educational programs. The VIA Program enables employees

to apply for $750 grants on behalf of the eligible nonprofit organizations for

which they volunteer their time. In 2013, 33 employees received VIA grants

awarded to the nonprofit for which they volunteered.

In addition, VIA grant recipients are eligible to receive a Winners Circle

Community Involvement Award, which is given to employees who exhibit an

extraordinary commitment to volunteer causes. A grant of $2,000 is made

to the award winner’s volunteer organization in addition to the initial grant

amount. In 2013, we recognized three employees with additional $2,000

grants to their particular volunteer organizations. These Winners Circle

Awards were in addition to the 125-plus other employees recognized with

Winners Circle Awards, covering five separate areas, including community

involvement, wellness advocacy and customer service.

Similar to the VIA, the Community Service Awards program, now in its 17th

year, provides our eligible financial professionals the opportunity to apply for

competitive grants awarded to nonprofits with which they volunteer their time

and talent. In 2013, MassMutual awarded $10,000 to ten nonprofits on behalf

of our financial professional volunteers, plus a top prize award of $25,000 to

extraordinary volunteer James Woodward, with MassMutual Intermountain

West, a MassMutual general agency in Salt Lake City, who earned top honors

for his volunteer work with the Refugee and Immigrant Center, a part of the

Asian Association of Utah.

MassMutual employee Sergio Dias congratulates his mentee, John Nguyen, who received a 2013 MassMutual Scholars Award. In high school, John participated in mentoring, college/career conferences and workshops, job shadowing and internships through the Career Pathways Program. John and Sergio met weekly at MassMutual to discuss careers, networking and life. In partnership with Big Brothers and Big Sisters of Hampden County, MassMutual volunteers mentor nearly 40 local high school students annually, empha-sizing college and career preparation.

MassMutual

Building Futures


Promoting good values and good health helps us better meet the needs of customers, consumers, and our growing workforce.

We began 2013 by completing our acquisition of The Hartford’s Retirement

Plans business. The move brought 1,200 new retirement professionals into

our ranks to help us serve MassMutual customers. We also diversified our

geographical location in 2013 by opening a new service center in Phoenix –

MassMutual’s first corporate presence in the Western United States. The

office houses insurance and retirement services representatives, helps

mitigate business risk and better positions MassMutual to meet the needs

of our financial professionals and customers who live in the western part

of the country.

Both moves have increased MassMutual’s size, reach and complexity.

That’s one reason why our commitment to ethics is very evident in our

company values, corporate governance structure and the strong relationships

we have with customers, employees, financial professionals, regulators

and communities.

We educate and inform employees about ethics issues through our Code

of Conduct, which focuses on our values and principles of behavior. We also

engage employees in a robust set of compliance and ethics activities.

MassMutual conducts an online Code of Conduct Certification for all

employees each year, in addition to producing regular communications

on compliance and ethics issues.

A FRESH TAKE ON HEALTH & WELLNESS

As we grow our business, we’re also focused on the health and wellness of

our employees and financial professionals – helping deliver the type of life-

style choices that allow our people to perform at their best. We already offer

a variety of wellness programs, each designed to help employees, financial

professionals and their families become more aware of their current health

status and participate in health-related activities.

In 2013, MassMutual enhanced its wellness programs with new opportunities

for employees in our Western Massachusetts locations. We began offering

discounted Weight Watchers® programs for participation either through

meetings or online. In addition, at our Springfield, Mass., and Enfield, Conn.,

campuses, we began offering discounts on the price of our cafeteria fruit and

salad bars on “Wellness Wednesdays” and “Fit Fridays.” This simple, easy-

to-administer program was a huge success – proof that employees will

embrace healthy behaviors when given the right opportunities and incentives.

GROWING A HEALTHY BUSINESS


OUR 2013 HEALTHY EMPLOYER AWARDS

Top: MassMutual’s health and wellness programs are designed to promote healthy and active lifestyles. Bottom: MassMutual’s call center was awarded a gold medal for overall operations in the best large in-house Contact Center category.

The 2013 Best Employers for Healthy Lifestyles® Award was awarded by the National Business Group on Health for supporting our employees’ health and lifestyle goals.

The 2013 Fit-Friendly Worksites Platinum Award from the American Heart Association for promoting a culture of wellness throughout the company.

A CEO Cancer Gold Standard™ in 2013 for our commitment to promoting healthy lifestyle choices, encouraging early cancer detection and providing access to quality health care.

Our health and wellness initiatives brought several accolades for the company in 2013:

Our new operations center in Phoenix, Ariz., allows MassMutual to continue providing exemplary service to our customers, wherever they live.


HELPING SUSTAIN OUR PLANET Our commitment to sustainability is focused on energy and water stewardship, as well as waste reduction.

We are proud that our Springfield, Mass., headquarters is certified at the

Silver level by the Leadership in Energy and Environmental Design for

Existing Buildings (LEED-EB®) program of the U.S. Green Building Council.

We continue to benefit from the energy converted by 1,750 solar panels

located on the roof of the campus’s main building. Last year, we produced

384,000 kilowatts of electricity, 2 to 3 percent of the building’s required

energy, and 50 percent of our hot water from these solar panels.

In 2013, we built on this work as we started construction on a new data center

that will include state-of-the-art technology and energy-efficient components

that position us for future growth. The data center will save an estimated

2.8 million kWh per year.

A newly installed electric vehicle charging station.Michelle Tabb, Jessica Bigelow and Patrick Murphy discuss material repurposing and donations stemming from our remodel of MassMutual’s corporate headquarters.


Our commitment to sustainability is also reflected in the green commuter programs we promote to our employees. Our campuses include reserved parking spaces for employees who carpool, and we regularly offer information on local vanpool programs. In 2013, the Massachusetts Department of Transportation recognized our efforts and the depth of our vanpool program with the Leadership in Commuter Options and Pinnacle awards.

Green

Commuter Programs

SUSTAINABILITY THROUGHOUT OUR HEADQUARTERS

MassMutual completed a parking lot expansion project in 2013

that included construction of a rain harvesting system that will be

used to irrigate campus grounds, reducing our use of local water.

In addition, the same expansion created more than a dozen parking

spaces outfitted with charging stations for electric vehicles.

The MassMutual Volunteer Garden was founded in 2012 on unused land at MassMutual in an effort to grow food that could be donated to local nonprofit food pantries. In 2013, more than 70 employees volunteered to maintain the garden and over 2,300 pounds of vegetables were harvested.

Rebuilding TogetherIt’s a win-win idea: For every retirement plan participant who opts for e-delivery of their quarterly statement through email or our RetireSmartSM website, MassMutual makes a donation to Rebuilding Together. This national nonprofit organization provides critical repairs and renovations for low-income homeowners across the United States. In 2013, the program had more than 50,000 participants sign up for e-delivery, which raised $107,000 for Rebuilding Together. As a result, we helped the environment by using less paper and we helped homeowners by enhancing their homes.

38 MassMutual

ROGER W. CRANDALL (2, 3*, 5)

Chairman, President and Chief Executive OfficerMassachusetts Mutual Life Insurance Company, Springfield, Mass.

THOMAS C. BARRY (1, 5)

Chief Executive Officer and Founder Zephyr Management, L.P., New York, N.Y.

CRISTÓBAL I. CONDE (1, 4)

Former President and Chief Executive Officer SunGard Data Systems, Inc., New York, N.Y.

KATHLEEN A. CORBET (1*, 3, 5)

Founder and PrincipalCross Ridge Capital, LLC, New Canaan, Conn. Former PresidentStandard & Poor’s, New York, N.Y.

JAMES H. DEGRAFFENREIDT, JR. (2, 3, 4)

Lead Director, Massachusetts Mutual Life Insurance Company, Springfield, Mass. Chairman and Chief Executive Officer, RetiredWGL Holdings, Inc., Washington, D.C.

PATRICIA DIAZ DENNIS (2,4)

Senior Vice President and Assistant General Counsel, RetiredAT&T Inc., San Antonio, Texas

ROBERT A. ESSNER (2*, 3, 4)

Chairman and Chief Executive Officer, RetiredWyeth, Madison, N.J.

RAYMOND W. LEBOEUF (1, 3, 4*)

Chairman and Chief Executive Officer, RetiredPPG Industries, Inc., Pittsburgh, Pa.

CATHY E. MINEHAN (1, 5)

Dean, School of ManagementSimmons College, Boston, Mass.Managing DirectorArlington Advisory Partners LLC, Boston, Mass. President and Chief Executive Officer, RetiredFederal Reserve Bank of Boston, Boston, Mass.

MARC F. RACICOT (2, 4)

Former Governor of MontanaFormer PresidentAmerican Insurance Association, Washington, D.C.

LAURA J. SEN (1, 4)

President and Chief Executive OfficerBJ’s Wholesale Club, Inc., Westborough, Mass.

WILLIAM T. SPITZ (2, 3, 5*)

Director and PrincipalDiversified Trust Company, Nashville, Tenn. Vice Chancellor for Investments EmeritusVanderbilt University, Nashville, Tenn.

H. TODD STITZER (1, 5)

Former Chief Executive OfficerCadbury PLC, London, U.K.

Board Committees:1 – Audit 2 – Corporate Governance 3 – Executive 4 – Human Resources 5 – Investment* – Chair

MASSMUTUAL HONORED WITH PRIVATE COMPANY BOARD OF THE YEAR AWARD

The National Association of Corporate Directors New England Chapter (NACDNE) has honored the Board of Directors of Massachusetts Mutual Life Insurance Company with its Private Company Board of the Year Award for demonstrating excellence in corporate governance.

Pictured left to right: William T. Spitz, Laura J. Sen, Roger W. Crandall, Cristóbal I. Conde, Raymond W. LeBoeuf, Patricia Diaz Dennis, H. Todd Stitzer, Robert A. Essner, Cathy E. Minehan, James H. DeGraffenreidt, Jr., Kathleen A. Corbet, Marc F. Racicot, Thomas C. Barry.

LEADING OUR FUTURE ... TOGETHER

BOARD OF DIRECTORS

SENIOR MANAGEMENT

MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company (MassMutual) and its affiliated companies and sales representatives. MassMutual is headquartered in Springfield, Mass., and its major affiliates include: Babson Capital Management LLC; Baring Asset Management Limited; Cornerstone Real Estate Advisers LLC; The First Mercantile Trust Company; MassMutual International LLC; MML Investors Services, LLC, Member FINRA and SIPC; OppenheimerFunds, Inc.; and The MassMutual Trust Company, FSB.

ROGER W. CRANDALLChairman, President and Chief Executive Officer

ROBERT J. CASALEExecutive Vice President and Chief Information Officer

M. TIMOTHY CORBETTExecutive Vice President and Chief Investment Officer

MICHAEL R. FANNINGExecutive Vice President, U.S. Insurance Group

DEBRA A. PALERMINOExecutive Vice President, Human Resources

MARK ROELLIGExecutive Vice President and General Counsel, Law and Corporate Administration

MICHAEL T. ROLLINGSExecutive Vice President and Chief Financial Officer

DOUGLAS G. RUSSELLSenior Vice President, Strategy and Corporate Development

ELAINE A. SARSYNSKIExecutive Vice President, Retirement Services Chairman, MassMutual International LLC

ELIZABETH A. WARDExecutive Vice President and Chief Enterprise Risk Officer

DAVID S. ALLENSenior Vice President and Deputy General Counsel

RICHARD D. BOURGEOISSenior Vice President, Corporate Finance

JOHN W. CHANDLER, JR.Senior Vice President and Chief Marketing Officer

JARED COLLINSSenior Vice President, Retirement Services

GREGORY E. DEAVENSSenior Vice President and Controller

JOHN E. DEITELBAUMSenior Vice President and Deputy General Counsel

ANDREW C. DICKEYSenior Vice President and Deputy Chief Investment Officer

SRINIVAS DRONAMRAJUSenior Vice President, Enterprise Technology Organization

TIMOTHY DWYERSenior Vice President, Enterprise Technology Organization

KEVIN O. FINNEGANSenior Vice President and Deputy General Counsel

CHRISTINE FREDERICKSenior Vice President, U.S. Insurance Group

ISADORE JERMYNSenior Vice President and Chief Actuary

BRADLEY J. LUCIDOSenior Vice President, Chief Compliance Officer and Deputy General Counsel

STEFANO MARTINISenior Vice President, Enterprise Technology Organization

KEITH MCDONAGHSenior Vice President and General Auditor

MICHAEL MCKENZIESenior Vice President, Retirement Services

MELISSA MILLANSenior Vice President, Retirement Services

MICHAEL O’CONNORSenior Vice President, Corporate Development President and Chief Executive Officer, MassMutual International LLC

HUGH O’TOOLESenior Vice President, Retirement Services

J. SCOTT PALMERSenior Vice President, Retirement Services

ROGER L. PUTNAMSenior Vice President, U.S. Insurance Group

WILLIAM S. SILVANICSenior Vice President, Retirement Services

HEATHER SMILEYSenior Vice President, Retirement Services

NORMAN A. SMITHSenior Vice President, U.S. Insurance Group

CHARLES DANA TATROSenior Vice President and Actuary, U.S. Insurance Group

JOHN A. VACCAROSenior Vice President, U.S. Insurance Group

ERIC WIETSMASenior Vice President, Retirement Services

TODD G. PICKENCorporate Vice President and Treasurer

CHRISTINE C. PEASLEEVice President, Corporate Secretary and Associate General Counsel

OFFICE OF THE CEO MEMBERSRoger W. Crandall, Michael R. Fanning, Elaine A. Sarsynski, and Michael T. Rollings.

Massachusetts Mutual Life Insurance Company and affiliates1295 State Street, Springfield, MA 01111-0001

The information provided is not written or intended as specific tax or legal advice and may not be relied on for purposes of avoiding any Federal tax penalties. MassMutual, its employees and representatives are not authorized to give tax or legal advice. Individuals are encouraged to seek advice from their own tax or legal counsel.

Securities offered through registered representatives of MML Investors Services, Springfield, MA 01111.

© 2014 Massachusetts Mutual Life Insurance Company, Springfield, MA 01111-0001. All rights reserved. www.MassMutual.com. MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company (MassMutual) and its affiliated companies and sales representatives.

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