Registration No. 333-131007

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

¨  Pre-Effective Amendment
No. x  Post-Effective Amendment
No. 7

and/or

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 122 x

(Check appropriate box or boxes.)

Massachusetts Mutual Variable Annuity Separate Account 4

(Exact Name of Registrant)

Massachusetts Mutual Life Insurance Company

(Name of Depositor)

1295 State Street, Springfield, Massachusetts 01111

(Address of Depositor’s Principal Executive Offices)

Depositor’s Telephone Number, including Area Code (413) 788-8411

John E. Deitelbaum

Senior Vice President and Deputy General Counsel

Massachusetts Mutual Life Insurance Company

1295 State Street

Springfield, Massachusetts 01111

(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:    Continuous.

It is proposed that this filing will become effective (check appropriate box)

¨ immediately upon filing pursuant to paragraph (b) of Rule 485.

x on May 1, 2013 pursuant to paragraph (b) of Rule 485.

¨ 60 days after filing pursuant to paragraph (a) of Rule 485.

¨ on pursuant to paragraph (a) of Rule 485.

If appropriate, check the following box:

¨ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Title of Securities Being Registered: Individual or Group Immediate Variable Annuity Contract

PART A

INFORMATION REQUIRED IN A PROSPECTUS

Massachusetts Mutual Life Insurance Company

Massachusetts Mutual Variable Annuity Separate Account 4

MassMutual RetireEase Select^SM

Immediate Fixed and Variable Annuity

This prospectus describes a single premium individual immediate fixed and variable annuity contract. The contract may not be available in all states. The contract is designed for persons who would like to generate variable or a combination of variable and fixed annuity payments from an annuity contract. It is available as either a non-qualified contract or as a qualified contract for use with a traditional Individual Retirement Annuity (IRA) under section 408(b) of the Internal Revenue Code of 1986, as amended (Tax Code). The contract should not be used in conjunction with Medicaid planning.

You, the owner, have a number of investment choices in this contract. Subject to state availability, these investment choices include a fixed investment choice, called the general account, and variable investment choices available through our separate account. Through our separate account you may elect a number of sub-accounts, each of which invests in one of the following funds:

AIM Variable Insurance Funds (Invesco Variable Insurance Funds)

Ÿ Invesco V.I. Diversified Dividend Fund

Ÿ Invesco V.I. Global Health Care Fund

Ÿ Invesco V.I. Technology Fund

Fidelity^® Variable Insurance Products

Ÿ Fidelity^® VIP Contrafund^® Portfolio

ING Investors Trust

Ÿ ING Clarion Global Real Estate Portfolio

MML Series Investment Fund

Ÿ MML Blue Chip Growth Fund

Ÿ MML Equity Income Fund

Ÿ MML Equity Index Fund

Ÿ MML Foreign Fund

Ÿ MML Global Fund

Ÿ MML Growth & Income Fund

Ÿ MML Income & Growth Fund

Ÿ MML Large Cap Growth Fund

Ÿ MML Managed Volatility Fund

Ÿ MML Mid Cap Growth Fund

Ÿ MML Mid Cap Value Fund

Ÿ MML Small Cap Growth Equity Fund

Ÿ MML Small/Mid Cap Value Fund

MML Series Investment Fund II

Ÿ MML Blend Fund

Ÿ MML Equity Fund

Ÿ MML Inflation-Protected and Income Fund

Ÿ MML Managed Bond Fund

Ÿ MML Money Market Fund

Ÿ MML Small Cap Equity Fund

Oppenheimer Variable Account Funds

Ÿ Oppenheimer Capital Appreciation Fund/VA

Ÿ Oppenheimer Capital Income Fund/VA*

Ÿ Oppenheimer Discovery Mid Cap Growth Fund/VA

Ÿ Oppenheimer Global Fund/VA

Ÿ Oppenheimer Global Strategic Income Fund/VA

Ÿ Oppenheimer Main Street Fund^®/VA

Panorama Series Fund, Inc.

Ÿ Oppenheimer International Growth Fund/VA

PIMCO Variable Insurance Trust

Ÿ PIMCO CommodityRealReturn^® Strategy Portfolio

* Unavailable in contracts issued on or after 5/1/2009. For contracts issued prior to 5/1/2009, you may not allocate any new money to this fund via purchase payments or transfers.

Please read this prospectus before investing. You should keep it for future reference. It contains important information about the contract.

To learn more about the contract, you can obtain a copy of the Statement of Additional Information (SAI), dated May 1, 2013. We filed the SAI with the Securities and Exchange Commission (SEC) and it is legally a part of this prospectus. The SEC maintains a website (http://www.sec.gov) that contains the SAI, material incorporated by reference and other information regarding companies that file electronically with the SEC. The Table of Contents of the SAI is on page 44 of this prospectus. For a free copy of the SAI, or for general inquiries, call our Service Center at (800) 272-2216 or write to our Service Center using the following address: MassMutual Financial Group, Document Management Services – Annuities W360, P.O. Box 9067, Springfield, MA 01102-9067. (Overnight Mail Address: MassMutual Financial Group, Document Management Services – Annuities W360, 1295 State Street, Springfield, MA 01111-0111)

This prospectus is not an offer to sell the contract in any jurisdiction where it is illegal to offer the contract nor is it an offer to sell to anyone to whom it is illegal to offer the contract.

The contract:

Ÿ is not a bank or credit union deposit or obligation.

Ÿ is not FDIC or NCUA insured.

Ÿ is not insured by any federal government agency.

Ÿ is not guaranteed by any bank or credit union.

Ÿ may go down in value.

Ÿ provides guarantees that are subject to our financial strength and claims-paying ability.

The SEC has not approved or disapproved the contract or determined that this prospectus is accurate or complete. Any representation that it has is a criminal offense.

Effective May 1, 2013

1

Table of Contents

	Page
Index of Special Terms		3
Contacting the Company		4
Overview		4
Table of Fees and Expenses		6
The Company		7
Contract Roles		7
Owner		7
Annuitant and Joint Annuitant		8
Beneficiary		8
Payee		9
Age		9
How We Determine Age of Annuitant, Owner and Beneficiary		9
Purchasing a Contract		9
Replacement of Life Insurance or Annuities		11
Is a Variable Annuity Right for You?		11
Right to Cancel Your Contract		12
Annuity Payments		13
Annuity Options		14
Additional Features		17
MassMutual Inflation ProtectorSM		17
MassMutual Payment ProtectorSM		17
MassMutual Budget ProtectorSM		19
Investment Choices		20
The Separate Account		20
Addition, Removal, Closure or Substitution of Funds		20
The Funds		21
Compensation We Receive from Funds, Advisers and Sub-Advisers		23
The General Account		24
Transfers and Transfer Programs		25
Automatic Rebalancing Program		25
Asset Allocation Program		26
Limits on Frequent Trading and Market Timing Activity		26
Withdrawals		28

	Page
Death Provisions		29
Death Before the First Annuity Payment Date		29
Death On or After the First Annuity Payment Date		29
Beneficiary Rights		30
Processing Payments After Death		30
Default Beneficiaries		30
Expenses		31
Separate Account Charges		31
Mortality and Expense Risk Charge		31
Administrative Charge		31
Payment Protector Charge		31
Surrender Charge for Partial or Full Withdrawals		31
Premium Taxes		32
Transfer Fee		32
Income Taxes and Withholding		32
Fund Expenses		32
Commuted Value		33
Calculating Variable Annuity Payments		34
Business Days & Non-Business Days		35
Federal Taxes		35
Other Information		41
Distribution		41
Special Arrangements		42
Electronic Transmission of Application Information		42
Assignment		42
Voting Rights		42
Changes to the Contract		42
Suspension of Payments or Transfers		43
Termination of Contract		43
Anti-Money Laundering		43
Our Ability to Make Payments Under the Contract		43
Our Financial Statements		44
Legal Proceedings		44
Additional Information		44
Appendix A Annuity Payment Examples		47
Appendix B Condensed Financial Information		48
Appendix C Custom Allocation Choice		52

2

Index of Special Terms

We have tried to make this prospectus as readable and understandable for you as possible. By the very nature of the contract, however, certain technical words or terms are unavoidable. We have identified the following as some of these words or terms. The page that is indicated here is where we believe you will find the best explanation for the word or term.

	Page
Age		9
Annuitant		8
Annuity Date		13
Annuity Options		14
Annuity Payments		13
Annuity Unit Value		34
Assumed Investment Rate (AIR)		13
Claims-Paying Ability		43
Commuted Value		33
Contract Year		13
Good Order		4
Non-Qualified Contract		37
Purchase Payment		9
Qualified Contract		37
Separate Account		20
Service Center		4
Sub-Account		20

3

Contacting the Company

How to Contact Us.  You may contact us by calling your registered representative or the MassMutual Customer Service Center (our Service Center) at (800) 272-2216 Monday through Friday between 8 a.m. and 8 p.m. Eastern Time. You may also e-mail us by visiting www.massmutual.com/loginsc. Additionally, you may write to our Service Center using the following address: MassMutual Financial Group, Document Management Services – Annuities W360, P.O. Box 9067, Springfield, MA 01102-9067 or to our overnight mail address at MassMutual Financial Group, Document Management Services – Annuities W360, 1295 State Street, Springfield, MA 01111-0111.

Sending Forms and Written Requests in Good Order.  From time to time, you may want to submit a written request for a withdrawal, a change of beneficiary, or some other action. We can only act upon your request if we receive it in “good order.” Contact our Service Center to learn what information we require for your request to be in “good order.” Generally, your request must include the information and/or documentation we need to complete the action without using our own discretion to carry it out. Additionally, some actions may require that you submit your request on our form. We may, in our sole discretion, determine whether any particular transaction request is in good order, and we reserve the right to change or waive any good order requirements at any time.

Overview

The following is intended as a summary. Please read each section of this prospectus for additional detail.

Contract Type.  The contract described in this prospectus is an individual single premium immediate fixed and variable annuity. The contract is designed for persons who would like to generate variable or a combination of variable and fixed annuity payments from an annuity contract. It is available as either a non-qualified contract or as a qualified contract for use with a traditional Individual Retirement Annuity (IRA) under section 408(b) of the Internal Revenue Code of 1986, as amended. The contract should not be used in conjunction with Medicaid planning.

The Prospectus and the Contract.  The prospectus and Statement of Additional Information (SAI) describe all material terms and features of your contract. Certain non-material provisions of your contract may be different than the general description in the prospectus and the SAI, and certain riders may not be available because of legal requirements in your state. See your contract for specific variations since any such state variation will be included in your contract or in riders or endorsements attached to your contract.

Contract Roles and Rights.  There are six basic terms for roles under the contract: the owner(s), the annuitant, the joint annuitant, the beneficiary, the payee and MassMutual. The contract is an agreement between “you,” the owner and “us,” Massachusetts Mutual Life Insurance Company. It is important that you understand who will have what rights, if any, under the contract. For example, upon death of the annuitant and joint annuitant, if any, the current owner(s) relinquish all contract rights to the designated beneficiary.

You should carefully discuss your intentions with your registered representative to ensure you assign an annuitant, joint annuitant and beneficiaries in a manner that will carry out your wishes. See “Contract Roles” and “Death Provisions.”

Annuity Payments.  We make annuity payments based on the annuity option you elect. When you elect an annuity option you also elect a number of features including but not limited to: duration, number of payees, payments to beneficiaries, and whether payments will be variable or a combination of fixed and variable annuity payments. We require you to elect variable annuity payments or a combination of fixed and variable annuity payments during your first contract year. Any time after your first contract year, if you want to elect only fixed annuity payments, you may do so by electing the general account as your only investment choice.

4

Variable Annuity Payments.  If you choose variable annuity payments, payment amounts will vary with the investment performance of the funds you elect.

Fixed Annuity Payments.  If you elect fixed annuity payments, payment amounts will not vary (unless you elect Inflation Protector).

See “Annuity Payments,” and for a description of additional contract features available with certain annuity options see “MassMutual Budget Protector,” “MassMutual Payment Protector,” and “MassMutual Inflation Protector.”

Free Look/Right to Cancel the Contract.  After you receive the contract, you generally have ten calendar days during which you can cancel the contract. See “Right to Cancel Your Contract.”

Death Provisions.  Upon the death of the annuitant and joint annuitant, if any, certain annuity options may provide continuing payments. After death of the owner(s) and/or the annuitant and joint annuitant, if any, in some cases the beneficiary will assume ownership rights under the contract. See “Death Provisions.”

Withdrawals.  Some annuity options allow you to withdraw a portion or all of any remaining guaranteed payments. A surrender charge may apply. See “Withdrawals.”

Transfers.  You may transfer among the investment choices, subject to certain restrictions. See “Transfers and Transfer Programs.”

Fees.  Certain fees associated with the contract will reduce annuity payments. See “Table of Fees and Expenses” and “Expenses.”

Taxation.  The Internal Revenue Code of 1986, as amended, (Tax Code), has certain rules that apply to the contract. There are some rules that only apply to your contract if it is issued as a non-qualified contract, an IRA, an inherited IRA or a custodial IRA. Tax penalties may apply if rules are not followed. See “Federal Taxes.”

Our Claims-Paying Ability.  Any guarantees we make under the contract are subject to our financial strength and claims-paying ability. See “Other Information – Our Ability to Make Payments Under the Contract.”

5

Table of Fees and Expenses

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract.

I.  The first table describes the fees and expenses that you will pay at the time that you transfer between investment choices, make a withdrawal or surrender the contract. We do not deduct a sales charge when you purchase a contract. Premium taxes may also be deducted, but are not reflected below.

Owner Transaction Expenses

	Current	Maximum
Transfer Fee	$0	Twelve free transfers per contract year, thereafter, $20 per transfer.

	Current	Maximum
Surrender Charge for Partial or Full Withdrawals
(as a percentage of amount withdrawn)	8%1	8%1

¹ Surrender Charge Schedule

Contract Year*	1	2	3	4	5	6	7	8	9	10 or later
Percentage	8%	8%	7%	6%	5%	4%	3%	2%	1%	0%

* There are restrictions on if and when you may make a withdrawal. See “Withdrawals.”

II.  The next table describes fees and expenses you will pay periodically during the time you own the contract, not including fees and expenses deducted by the funds you elect.

Periodic Contract Charges

Separate Account Annual Expenses	For contracts without Payment Protector	For contracts with Payment Protector
Mortality and Expense Risk Charge	1.10%	1.10%
Administrative Charge	0.15%	0.15%
MassMutual Payment Protector Charge	0.0%	0.50%
Total Separate Account Annual Expenses	1.25%	1.75%

There is an annuity unit value history in “Appendix B – Condensed Financial Information.”

There is information concerning compensation payments we make to sales representatives in connection with the sale of the contracts in “Other Information – Distribution.”

6

Annual Fund Operating Expenses

When a sub-account purchases shares of a fund, the annual fund operating expenses are reflected in the purchase price. So, while you own the contract, if you elect any sub-accounts as investment choices, the annuity payments will be impacted by the annual fund operating expenses charged by the fund in which that sub-account invests. The first table shows the lowest and highest total annual fund operating expenses charged by any of the funds, expressed as a percentage of average net assets, for the year ended December 31, 2012 (before any waivers or reimbursements). More detail concerning each fund’s expenses that you may pay periodically during the time that you own the contract, is contained in the second table below and in each fund prospectus. Current or future expenses may be higher or lower than those shown.

Charge	Lowest		Highest
Total Annual Fund Operating Expenses that are deducted from fund assets, including management fees, distribution, and/or 12b-1 fees, and other expenses.		0.40%		1.25%

The following table provides more specific information about the total annual fund operating expenses of each fund. The fees and expenses reflected in this table are expressed as a percentage of average net assets for the year ended December 31, 2012 (before any waivers or reimbursements).

Investment Management Fees and Other Expenses

Fund Name	Management Fee			Other Expenses			12b-1 Fees		Acquired Fund Fees & Expenses		Total Annual Fund Operating Expenses
Fidelity® VIP Contrafund® Portfolio (Initial Class)		0.56%			0.08%			—		—		0.64%
ING Clarion Global Real Estate Portfolio (Class S)		0.79%			0.21%			0.25%		—		1.25%	1
Invesco V. I. Diversified Dividend Fund (Series I)		0.51%			0.17%			—		—		0.68%	2
Invesco V. I. Global Health Care Fund (Series I)		0.75%			0.38%			—		—		1.13%	2
Invesco V. I. Technology Fund (Series I)		0.75%			0.41%			—		—		1.16%	2
MML Blend Fund (Initial Class)		0.42%			0.04%			—		—		0.46%
MML Blue Chip Growth Fund (Initial Class)		0.75%			0.05%			—		—		0.80%
MML Equity Fund (Initial Class)		0.41%			0.03%			—		—		0.44%
MML Equity Income Fund (Initial Class)		0.75%			0.04%			—		—		0.79%
MML Equity Index Fund (Class I)		0.10%			0.35%			—		—		0.45%
MML Foreign Fund (Initial Class)		0.89%			0.08%			—		—		0.97%
MML Global Fund (Class I)		0.60%			0.38%			—		—		0.98%	3
MML Growth & Income Fund (Initial Class)		0.50%			0.08%			—		—		0.58%
MML Income & Growth Fund (Initial Class)		0.65%			0.07%			—		—		0.72%
MML Inflation-Protected and Income Fund (Initial Class)		0.55%			0.26%			—		—		0.81%
MML Large Cap Growth Fund (Initial Class)		0.65%			0.05%			—		—		0.70%
MML Managed Bond Fund (Initial Class)		0.39%			0.01%			—		—		0.40%
MML Managed Volatility Fund (Initial Class)4		0.75%			0.06%			—		—		0.81%
MML Mid Cap Growth Fund (Initial Class)		0.77%			0.05%			—		—		0.82%
MML Mid Cap Value Fund (Initial Class)		0.84%			0.06%	5		—		—		0.90%
MML Money Market Fund (Initial Class)		0.47%	6		0.05%			—		—		0.52%
MML Small Cap Equity Fund (Initial Class)7		0.65%			0.17%			—		—		0.82%
MML Small Cap Growth Equity Fund (Initial Class)		1.03%			0.07%	5		—		—		1.10%
MML Small/Mid Cap Value Fund (Initial Class)		0.75%			0.06%			—		—		0.81%

T-1

Fund Name	Management Fee			Other Expenses			12b-1 Fees		Acquired Fund Fees & Expenses			Total Annual Fund Operating Expenses
Oppenheimer Capital Appreciation Fund/VA (Non-Service)		0.69%			0.12%			—		—			0.81%	8
Oppenheimer Capital Income Fund/VA (Non-Service)9		0.74%			0.16%			—		0.01%			0.91%	10
Oppenheimer Discovery Mid Cap Growth Fund/VA (Non-Service)11		0.72%			0.13%			—		—			0.85%	12
Oppenheimer Global Fund/VA (Non-Service)13		0.63%			0.13%			—		—			0.76%	14
Oppenheimer Global Strategic Income Fund/VA (Non-Service)		0.58%	15		0.14%			—		0.06%			0.78%	16
Oppenheimer International Growth Fund/VA (Non-Service)		0.97%			0.16%			—		—			1.13%	17
Oppenheimer Main Street Fund®/VA (Non-Service)		0.66%			0.12%			—		—			0.78%	18
PIMCO CommodityRealReturn® Strategy Portfolio (Advisor Class)		0.74%			0.11%	19		0.25%		0.14%	20		1.24%	21,22

1. The adviser is contractually obligated to limit expenses to 1.15% through May 1, 2014; the obligation does not extend to interest, taxes, brokerage commissions, Acquired Fund Fees and Expenses, and extraordinary expenses. The obligation will automatically renew for one-year terms unless it is terminated by the Portfolio or the adviser upon written notice within 90 days prior to the end of the then current term or upon termination of the advisory agreement and is subject to possible recoupment by the adviser within three years. The adviser is also contractually obligated to waive a portion of the management fee through May 1, 2014. Based upon net assets as of December 31, 2012, the management fee waiver for the Portfolio would be (0.01)%. There is no guarantee that the management fee waiver will continue after May 1, 2014. The management fee waiver will only renew if the adviser elects to renew it.

2. The Adviser has contractually agreed, through at least June 30, 2014, to waive advisory fees and/or reimburse expenses of Series I shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements of Series I shares to 2.00% of average daily net assets. In determining the Adviser's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2014.

3. MassMutual has contractually agreed to cap the fees and expenses of the Fund (other than extraordinary litigation and legal expenses, Acquired Fund fees and expenses, interest expense, short sale dividend and loan expense, or other non-recurring or unusual expenses such as, for example, organizational expenses and shareholder meeting expenses) through April 30, 2014. The agreement can only be terminated by mutual consent of the Board of Trustees on behalf of the Fund and MassMutual. The expenses shown for the Fund do not reflect this cap. If this table did reflect the cap, the Total Annual Fund Operating Expenses would be 0.90%.

4. Formerly known as MML Large Cap Value Fund.

5. Other Expenses include Acquired Fund fees and expenses, which represent approximate expenses borne indirectly by the Fund in its most recent fiscal year through investments in other pooled investment vehicles. The amount of Acquired Fund fees and expenses may change in the coming year due to a number of factors including, among others, a change in allocation of the Fund’s investments among other pooled investment vehicles.

6. MassMutual has agreed to voluntarily waive some or all of its management fees and, if necessary, reimburse some or all of the Fund's Other Expenses, in an attempt to allow the Initial Class shares of the Fund to maintain a 1-day yield of at least approximately 0.00%. MassMutual may amend or discontinue this waiver at any time without advance notice.

7. Formerly known as MML Small/Mid Cap Equity Fund.

8. The Manager has voluntarily agreed to limit the Fund's expenses after payments, waivers and/or reimbursements and reduction to custodian expenses, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles, so that those expenses, as a percentage of daily net assets, will not exceed the annual rate of 0.80% for Non-Service Shares. The Manager will also waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund's investment in Oppenheimer Institutional Money Market Fund.

9. Formerly known as Oppenheimer Balanced Fund/VA. This fund is unavailable in contracts/certificates issued on or after May 1, 2009 and if issued prior to this date, no new money may be allocated to this fund via purchase payments or transfers.

10. The Manager has voluntarily agreed to limit the Fund's expenses after payments, waivers and/or reimbursements and reduction to custodian expenses, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles, so that those expenses, as a percentage of daily net assets, will not exceed the annual rate of 0.67% for Non-Service Shares. The Manager will also waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund's investment in Oppenheimer Institutional Money Market Fund.

T-2

11. Formerly known as Oppenheimer Small- & Mid-Cap Growth Fund/VA.

12. The Manager has voluntarily agreed to limit the Fund's expenses after payments, waivers and/or reimbursements and reduction to custodian expenses, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles, so that those expenses, as a percentage of daily net assets, will not exceed the annual rate of 0.80% for Non-Service Shares. The Manager will also waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund's investment in Oppenheimer Institutional Money Market Fund.

13. Formerly known as Oppenheimer Global Securities Fund/VA.

14. The Manager has voluntarily agreed to limit the Fund's expenses after payments, waivers and/or reimbursements and reduction to custodian expenses, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles, so that those expenses, as a percentage of daily net assets, will not exceed the annual rate of 1.00% for Non-Service Shares. The Manager will also waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund's investment in Oppenheimer Institutional Money Market Fund.

15. The Manager has contractually agreed to waive the management fee it receives from the Fund in an amount equal to the management fee it receives from the Subsidiary (The Subsidiary is described in the Fund's prospectus.). This undertaking will continue in effect for so long as the Fund invests in the Subsidiary and may not be terminated unless approved by the Fund's Board of Trustees.

16. The Manager has voluntarily agreed to limit the Fund's expenses after payments, waivers and/or reimbursements and reduction to custodian expenses, excluding expenses incurred directly or indirectly by the Fund as a result of investments in wholly-owned subsidiaries and pooled investment vehicles, so that those expenses, as a percentage of daily net assets, will not exceed the annual rate of 0.75% for Non-Service Shares. The Manager will also waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund's investments in Oppenheimer Institutional Money Market Fund, Oppenheimer Short Duration and the Master Funds.

17. The Manager has voluntarily agreed to limit the Fund's expenses after payments, waivers and/or reimbursements and reduction to custodian expenses, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles, so that those expenses, as a percentage of daily net assets, will not exceed the annual rate of 1.00% for Non-Service Shares. The Manager will also waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund's investment in Oppenheimer Institutional Money Market Fund.

18. The Manager has voluntarily agreed to limit the Fund's expenses after payments, waivers and/or reimbursements and reduction to custodian expenses, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles, so that those expenses, as a percentage of daily net assets, will not exceed the annual rate of 0.80% for Non-Service Shares. The Manager will also waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund's investment in Oppenheimer Institutional Money Market Fund.

19. Other Expenses reflect interest expense and is based on the amount incurred during the Portfolio's most recent fiscal year as a result of entering into certain investments, such as reverse repurchase agreements. Interest expense is required to be treated as a Portfolio expense for accounting purposes and is not payable to PIMCO. The amount of interest expense (if any) will vary based on the Portfolio’s use of such investments as an investment strategy.

20. PIMCO has contractually agreed to waive the Portfolio's advisory fee and the supervisory and administrative fee in an amount equal to the management fee and administrative services fee, respectively, paid by the PIMCO Cayman Commodity Portfolio I Ltd. (the "Subsidiary") to PIMCO. The Subsidiary pays PIMCO a management fee and an administrative services fee at the annual rates of 0.49% and 0.20%, respectively, of its net assets. This waiver may not be terminated by PIMCO and will remain in effect for as long as PIMCO’s contract with the Subsidiary is in place.

21. Total Annual Portfolio Operating Expenses excluding interest expense are 1.13%.

22. Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement excluding interest expense are 0.99%.

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T-4

The Company

In this prospectus, “we,” “us,” “our” and “the Company” refer to Massachusetts Mutual Life Insurance Company (MassMutual). MassMutual is a diversified financial services company providing life insurance, disability income insurance, long-term care insurance, annuities, retirement products, investment management, and mutual funds to individual and institutional customers. MassMutual is organized as a mutual life insurance company. MassMutual’s home office is located at 1295 State Street, Springfield, Massachusetts 01111-0001.

Contract Roles

Owner

In General.  In this prospectus, “you” and “your” refer to the owner and joint owner, if any, of the contract. The owner is named at the time you apply for a contract. The owner can be an individual or a non-natural person. If your contract is qualified, the owner and the annuitant must be the same, unless the contract is a custodial IRA. The owner (and joint owner, if any) has all ownership rights under the contract while the annuitant and joint annuitant, if any, are alive.

Generally, you will want to designate yourself as the annuitant or sole primary beneficiary, so that you do not lose your contract rights during your lifetime.

Joint Owners.  If your contract is non-qualified, joint owners can own the contract. The contract cannot be owned jointly by an individual and a non-natural person. Unless otherwise indicated in the prospectus, if there are joint owners, we require signatures of both joint owners for transactions.

Non-Natural Owners.  When a non-natural person (e.g., a corporation, limited liability company, partnership or certain other entities) owns a non-qualified contract, the contract will generally not be treated as an annuity for tax purposes. However, if a trust or other entity holds the contract as an agent for a natural person, the contract will generally be treated as an annuity for tax purposes. Before purchasing a contract to be owned by a non-natural person or changing ownership on an existing contract that will result in it being owned by a non-natural person, you should consult a tax adviser to determine the tax impact.

Changing Owners.  Subject to our approval you may change an owner if your contract is non-qualified or a custodial IRA. However, in certain states you may not change owners without our approval. We will refuse or accept any requested change on a non-discriminatory basis. Please refer to your contract. An ownership change may be a taxable event. To change the owner, submit a written request, in good order, to our Service Center. The change will take effect as of the date you sign the written request. We will not be liable for any payment made or action taken before we record the change.

Ownership Rights at Time of Application.  At the time of application, subject to certain restrictions, you have the right to elect or designate the following:

Ÿ an owner and joint owner;

Ÿ an annuitant and, if applicable, a joint annuitant;

Ÿ a payee, or up to four payees, to whom we will make annuity payments;

Ÿ the frequency of payments, the annuity option, the assumed investment rate and the annuity payment start date;

Ÿ a beneficiary or beneficiaries;

Ÿ what portion of your purchase payment will be used to purchase fixed annuity payments and what portion will purchase variable annuity payments;

Ÿ the initial allocation among investment choices; and

Ÿ any optional features we may make available.

Ownership Rights Between Date of Contract Issue and First Annuity Payment Date.  Between the date of contract issue and the first annuity payment date, subject to certain restrictions, you have the right to:

Ÿ cancel the contract during the free look period;

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Ÿ change beneficiaries;

Ÿ change payees;

Ÿ change owners (in certain states you may not change owners without our approval and we will refuse or accept any requested change on a non-discriminatory basis);

Ÿ change allocations among investment choices;

Ÿ elect or cancel the Automatic Rebalancing Program (you cannot revoke this if you have a current election of Payment Protector).

Ownership Rights Between the First Annuity Payment Date and Prior to Death of the Annuitants.  Between the first annuity payment date and prior to death of the annuitants, subject to certain restrictions, you have the right to:

Ÿ change the beneficiaries;

Ÿ change payees;

Ÿ change owners (in certain states you may not change owners without our approval and we will refuse or accept any requested change on a non-discriminatory basis);

Ÿ change allocations among investment choices;

Ÿ make a partial or full withdrawal if the elected annuity option allows and subject to certain restrictions;

Ÿ revoke election of Payment Protector (restrictions apply);

Ÿ elect or cancel the Automatic Rebalancing Program (you cannot revoke this if you have a current election of Payment Protector).

Ownership Rights upon Death.  A beneficiary who assumes ownership rights after death of the owners and/or the annuitants, has restricted rights under the contract. See “Death Provisions.”

Annuitant and Joint Annuitant

You will designate an annuitant when you purchase the contract. If you elect an annuity option for two annuitants, you must designate an annuitant and a joint annuitant. The age and gender of the annuitant and joint annuitant will be considered when we value your annuity payments, as permitted by law. You designate the annuitant and any joint annuitant at the time of application and you may not change the designations once we issue your contract except as we describe under “Death Provisions – Death Before the First Annuity Payment Date.” The annuitant and joint annuitant have no rights under the contract. If your contract is qualified, you, the owner, must be the annuitant (unless the contract is a custodial IRA). The Tax Code may impose additional restrictions on who can be designated an annuitant and if more than one annuitant is permitted.

Generally, you will want to designate yourself as the annuitant or sole primary beneficiary, so that you do not lose your contract rights during your lifetime.

In this prospectus, the plural term “annuitants” will mean “annuitant and joint annuitant, if any.”

Beneficiary

The beneficiary will assume restricted ownership rights of the contract:

Ÿ upon the death of the owner and joint owner, if any; and/or

Ÿ upon the death of the annuitant and joint annuitant, if any.

After death of the annuitant and joint annuitant, if any, if there are continuing annuity payments, we will stop those payments until the beneficiary designates payee(s). See “Death Provisions.”

You name the beneficiaries at the time of application. You can change the beneficiaries at any time, unless you assign an irrevocable beneficiary. In that case, a change of beneficiary requires the consent of any irrevocable beneficiary. To change the beneficiary, subject to the rights of each irrevocable beneficiary, submit a written request, in good order, to our Service Center. The change will take effect as of the date you sign the written

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request. We will not be liable for any payment made or action taken before we record the change. You can designate that one or more beneficiaries be restricted from requesting a lump sum payment of death proceeds.

If you do not designate a beneficiary, we will designate a beneficiary according to our rules described in “Death Provisions – Default Beneficiaries.” If you have a qualified contract with a joint annuitant, the joint annuitant must be the sole primary beneficiary.

Payee

The payee is the person you designate on the application to receive annuity payments from the contract. Currently, you may designate up to four payees. If you have multiple payees, you may request that each receive a specified dollar amount or percentage of payment. To change payees and/or the dollar amounts or percentages paid to payees, submit a written request, in good order, to our Service Center. The change will take effect as of the date you sign the written request. We will not be liable for any payment made or action taken before we record the change. If you designate payees other than yourself, there may be tax consequences. The payee role has no rights under the contract.

Age

How We Determine Age of Annuitant, Owner and Beneficiary

In this prospectus the term “age,” except when discussed in regards to specific tax provisions, is defined as “insurance age,” which is a person’s age on his/her birthday nearest the date for which the age is being determined. This means we calculate your age based on your nearest birthday, which could be either your last birthday or your next. For example, age 80 is generally the period of time between age 79 years, 6 months and 1 day and age 80 and 6 months.

Purchasing a Contract

How to Purchase the Contract.  You may purchase the contract by submitting your purchase payment and the required application forms to your registered representative or to our Service Center:

First Class Mail

MassMutual Financial Group

Annuity Service Center HUB

P.O. Box 9067

Springfield, MA 01102-9067

Overnight Mail

MassMutual Financial Group

ASC HUB – W058

1295 State Street

Springfield, MA 01111-0111

Wire Transfer

JP Morgan Chase Bank

New York, New York

ABA #021000021

MassMutual Account #323956297

Ref: Annuity Contract #

Name: (Your Name)

We have the right to reject any application or purchase payment.

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Required Purchase Payment Amount.  To purchase a contract you must make one payment of at least $10,000. After your initial payment, no additional purchase payments may be made.

The maximum purchase payment amount we accept without our prior approval is based on the age of the oldest annuitant on the contract issue date:

Ÿ $3,000,000 if the oldest annuitant is age 75 or under including contracts owned by a personal trust;

Ÿ $500,000 if the owner is non-natural or if the oldest annuitant is age 76 or over.

Multiple Transfers or Rollovers.  If your initial purchase payment includes multiple transfers or rollovers, we will proceed as follows:

We will treat transfer/rollover payments received within 60 calendar days from our receipt of the first payment as a single purchase payment. Subject to our procedures described under “Purchasing a Contract – Allocation of Purchase Payment,” we will apply the single purchase payment to the contract upon the earlier of:

a) our receipt of all transfer/rollover payments; or

b) 60 calendar days from our receipt of the 1st payment.

For the time between our receipt of the payment and the contract issue date:

1) any portion of the purchase payment you allocated to the general account will not receive a credit; and

2) any portion of the purchase payment allocated to a sub-account will not receive a credit nor will it receive any sub-account performance.

If the minimum purchase payment amount is not satisfied within 60 calendar days from our receipt of the first payment, the purchase payment(s) will be returned and we will not issue you a contract. If, on the 60th calendar day since our receipt of the first payment, the amount received to date meets the minimum purchase payment requirement, we will issue your contract with the amount received to date regardless of the fact that the entire amount of the anticipated single purchase payment has not been received by us. If you would prefer we open separate contracts at the time each transfer/rollover is received, you must submit a separate application for each.

Age Requirements.  If you are requesting a lifetime annuity option, the annuitants must be between the ages of 18 and 90 when we issue the contract. If you request a non-lifetime annuity option, then the annuitant must not be older than age 100 when we issue the contract. The maximum issue age for the contract and certain of its riders may be reduced in connection with the offer of the contract through certain broker-dealers. You should discuss this with your registered representative.

References to Age.  Age is as of the nearest birthday. For example, age 80 is generally the period of time between age 79 years, 6 months and 1 day and age 80 and 6 months. See “Age.”

Delay of Application.  Our receipt of your application may be delayed due to circumstances outside of our control (for example, delays due to failure of the selling broker-dealer or sales agent to forward the application to us promptly or due to delays in determining whether the contract is suitable for you). Any such delays will affect when we can issue your contract and when your initial purchase payment will be allocated among your investment choices.

Allocation of Purchase Payment.  When you purchase your contract, you elect your investment choices among those we currently offer. At that time, you may not allocate more than 70% of your purchase payment to the general account. You may later change your allocations subject to restrictions detailed in “Transfers and Transfer Programs.”

Once we receive your purchase payment and the necessary information in good order at our Service Center, we will issue your contract and apply your purchase payment to the contract within two business days. If we do not have the information required to issue your contract, we will contact you. When we receive all of the necessary information, we will then apply your purchase payment within two business days. If for some reason we are unable to complete this process within five business days, we will either issue a refund or obtain your permission to keep your purchase payment until we obtain all of the necessary information. We have the right to reject any application or purchase payment. We reserve the right to allocate your purchase payment to the MML Money Market Fund until the end of the right to cancel period.

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Purchasing Two or More Contracts.  If you purchase two or more of the RetireEase Select contracts, subject to certain restrictions, you may request that we combine certain administrative services such as statements and payments.

Replacement of Life Insurance or Annuities

A “replacement” occurs when a new policy or contract is purchased and, in connection with the sale, an existing policy or contract is surrendered, lapsed, forfeited, assigned to the replacing insurer, otherwise terminated, or used in a financed purchase. A “financed purchase” occurs when the purchase of a new life insurance policy or annuity contract involves the use of funds obtained from the values of an existing life insurance policy or annuity contract through withdrawal, surrender or loan.

There are circumstances in which replacing your existing life insurance policy or annuity contract can benefit you. As a general rule, however, replacement is not in your best interest. Accordingly, you should make a careful comparison of the costs and benefits of your existing policy or contract and the proposed policy or contract to determine whether replacement is in your best interest. You should be aware that the person selling you the new policy or contract will generally earn a commission if you buy the new policy or contract through a replacement. Remember that if you replace a policy or contract with another policy or contract, you might have to pay a surrender charge on the replaced policy or contract, and there may be a new surrender charge period for the new policy or contract. In addition, other charges may be higher (or lower) and the benefits may be different.

If you purchase the contract described in this prospectus in exchange for an existing policy or contract from another company, we may not receive your initial purchase payment from the other company for a substantial period of time after we receive your signed application.

You should also note that once you have replaced your variable life insurance policy or annuity contract, you generally cannot reinstate it even if you choose not to accept your new variable life insurance policy or annuity contract during your “free look” period. The only exception to this rule would be if you live in a state that requires the insurer to reinstate the previously surrendered policy or contract if the owner chooses to reject their new variable life insurance policy or annuity contract during the “free look” period.

Is a Variable Annuity Right for You?

Variable annuities are complex investment products with unique benefits and advantages that may be particularly useful in meeting long-term savings and retirement needs. Variable annuities also have risks and there are charges for the benefits and advantages. Because variable annuities are complex, you should consider a number of things to determine whether a variable annuity is a suitable investment for you. We have listed some of these considerations below.

1) Given your assets and income, can you afford to make the initial and any subsequent purchase payments and leave them in the contract for the long-term?

2) Do you understand how the contract works? Are the benefits such as tax deferral and future annuity payments useful for your financial plan? For example, are you in a tax bracket where you will benefit from tax deferral?

3) Variable annuities are intended for investors with a long-term investment horizon. So, for example, if you are an older person a variable annuity may not be suitable for you.

4) Do you understand what the charges are and how they will impact your contract value over time?

5) Do you understand your investment choices?

6) Are you willing to tolerate the market fluctuations of your investment choices?

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7) If you are replacing your current annuity contract by purchasing the proposed variable annuity contract, you should carefully compare the costs and benefits of your existing annuity contract with the costs and benefits of the proposed variable annuity contract. Do you understand what benefits of your existing annuity contract you may be forfeiting? See “Replacement of Life Insurance or Annuities.”

8) Are you purchasing the variable annuity contract with the intention to make frequent fund transfers? If you are, you should not purchase a variable annuity contract. See “Transfers and Transfer Programs – Limits on Frequent Trading and Market Timing Activity.”

9) You should understand what, if any, compensation your registered representative is receiving for selling this variable annuity contract. See “Other Information – Distribution.”

10) If you are considering a variable annuity to fund a tax-qualified plan you should know that tax deferral is automatically provided by tax-qualified retirement plans. Therefore, you would want the variable annuity only for its other benefits like death benefits and future annuity payments.

11) If you are considering a variable annuity and the owner of the contract will be a non-natural person, you should be aware that generally tax deferral is not provided when a non-natural person owns a variable annuity contract. Therefore, you would want the variable annuity only for its other benefits like death benefits and future annuity payments.

12) Do you understand the financial strength and claims-paying ability of the company issuing the variable annuity? See “Other Information – Our Ability to Make Payments Under the Contract.”

We and our affiliates offer a variety of annuity contracts. Each contract is designed to satisfy a customer’s need for a long-term retirement product. Your registered representative can provide information about the annuity contracts we issue so you can determine if one of them is a suitable investment for you based upon your needs and financial situation.

Federal and State Suitability Requirements.  To protect consumers, federal securities law requires that a registered representative recommend a security only when he/she believes that the security is suitable for the customer. The registered representative must have reasonable grounds for believing that the recommendation is suitable for such customer based upon the facts disclosed by the customer as to his/her other security holdings and his/her financial situation and needs. In addition, certain states have adopted their own annuity suitability requirements.

Right to Cancel Your Contract

You have a right to examine your contract. If you change your mind about owning your contract, you can cancel it within 10 calendar days after receiving it. However, this time period may vary by state. When you cancel the contract within this time period, we will not assess a surrender charge. Within seven days after we receive the contract back from you at our Service Center, we will refund the purchase payment amount allocated to the general account and the value of the purchase payment amount allocated to the separate account, reduced by any amounts withdrawn or annuity payments made unless your state has other requirements. If you purchase this contract as an IRA, we will return at least your purchase payment, reduced by any amounts withdrawn or annuity payments made. For contracts issued in New York, you will receive your contract value plus any previously deducted charges.

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Annuity Payments

Under the contract provisions, we will make payments to the payee(s) you designate. You may designate up to four payees.

What Affects Annuity Payment Amounts?  When you purchase the contract, some of the factors that may affect the amount of annuity payments include:

Ÿ age of the annuitants;

Ÿ gender of the annuitants;

Ÿ the amount of your purchase payment;

Ÿ the annuity option elected;

Ÿ the number of guaranteed annuity payments elected (if any);

Ÿ whether you elect variable or a combination of fixed and variable annuity payments; and

Ÿ the elected assumed investment rate.

We require you to elect variable annuity payments or a combination of fixed and variable annuity payments during your first contract year. Any time after your first contract year, if you want to only elect fixed payments, you may do so by electing the general account as your only investment choice. Your first contract year is the annual period which begins on the date we issue your contract. Subsequent contract years begin on each anniversary of the date on which we issue your contract.

Variable Annuity Payments.  If you choose variable annuity payments, payment amounts will vary with the investment performance of the funds you elect.

Fixed Annuity Payments.  If you elect fixed annuity payments, payment amounts will not vary (unless you elect Inflation Protector).

Minimum Payment Amounts.  The minimum allowable annuity payment is $100. However, we will allow payments lower than $100 if the payment amount is:

a) lowered solely due to the market performance of your investment choices;

b) lowered because we are dividing it for payments to beneficiaries; and/or

c) lowered when an annuity option with reduced payments to the survivor is elected and the reduced payments to a survivor are in effect.

Payment Dates and Frequencies.  You can choose the date of your first annuity payment. We call that date the annuity date. Your annuity date must be within one year of the date we issue your contract. You will choose the frequency and dates of annuity payments at the time we issue your contract. If you do not elect your first annuity payment date, we will assume it is one month after we issue your contract. Once your contract is issued, you cannot change the frequency or date of annuity payments. The following payment frequencies are available: monthly, quarterly, semi-annually, and annually. Unless you elect otherwise, we will make annuity payments monthly. If any annuity payment is less than $100, we may change the frequency of annuity payments.

If the amount of the annuity payment will depend on the age or sex of the annuitants, we will not issue your contract without adequate proof of the age and sex of the annuitants.

Assumed Investment Rate (AIR).  If you elect variable annuity payments, you must also elect an AIR of 1%, 3% or 5%. If you elect Payment Protector, you must elect 1%. You elect this rate when we issue your contract and you cannot change it once we issue your contract. Refer to Appendix A for more information on electing an assumed investment rate percentage.

The AIR is the benchmark used to determine variable annuity payment amounts. Payments are based on the “net investment return” relative to the AIR. “Net investment return” is the annualized aggregate investment performance of the sub-accounts in which you are invested after deduction of contract charges and expenses. For

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example, if the net investment return equals the AIR, the payment amount will stay the same. If the net investment return is higher than the AIR, the payment amount will increase. If the net investment return is lower than the AIR, the payment amount will decrease. The AIR is not a guaranteed rate of return.

If you elect a 5% AIR, the first annuity payment will be higher than if you elected a lower AIR, but subsequent payments will increase only if the net investment return of the sub-accounts you elected is greater than 5% annually. Payment amounts will decline if the net investment return is less than 5%.

If you elect a 3% AIR, the first annuity payment will be lower than if you elected the 5% AIR, but subsequent payments will increase more rapidly and decline more slowly depending upon the net investment return of the sub-accounts you elected. Subsequent payments will increase only if the net investment return of the sub-accounts you elected is greater than 3% annually. Payment amounts will decline if the net investment return is less than 3%.

If you elect a 1% AIR, the first annuity payment will be lower than if you elected the 3% rate or the 5% rate, but subsequent payments will increase more rapidly and decline more slowly depending upon the net investment return of the sub-accounts you elected. Subsequent payments will increase only if the net investment return of the sub-accounts you elected is greater than 1% annually. Payment amounts will decline if the net investment return is less than 1%.

Annuity Options.  The available annuity options are listed in this section in the Annuity Options table. We may consent to other plans of payment in addition to those listed.

Limitations on Annuity Options.  Annuity options may be subject to state availability. If you purchase this contract as a tax-qualified contract such as a traditional IRA, an inherited IRA or a custodial IRA, the Tax Code may impose restrictions on the types of payment options you may elect.

Annuity Options

In this table, the term “guaranteed payments” means those payments continuing during the elected guaranteed period.

Lifetime Annuity Options
1)     Single Life Annuity – No Refund	One Annuitant Length of Payment Period:  For as long as the annuitant lives. Annuity Payments After Death:  None. All payments end upon the annuitant’s death. Right to Make Withdrawals:  No.
2)     Single Life Annuity – Period Certain	One Annuitant Length of Payment Period:  For a guaranteed period or as long as the annuitant lives, whichever is longer. You elect a guaranteed period (minimum 5 years/maximum 50 years) when we issue your contract. Guaranteed periods of greater than 30 years are subject to our approval. Annuity Payments After Death:  When the annuitant dies, if there are remaining guaranteed payments, they will continue to be paid to the payee(s) designated by the beneficiary. Right to Make Withdrawals:  Yes. Restrictions apply, see “Withdrawals.”
3)     Joint and Survivor Life Annuity – No Refund	One Annuitant, One Joint Annuitant Length of Payment Period:  For as long as either annuitant lives. Annuity Payments After Death:  100% of the payment will continue for as long as the surviving annuitant lives. No payments will continue after the death of both annuitants. Right to Make Withdrawals:  No.

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Lifetime Annuity Options
4)     Joint and Survivor Life Annuity – Period Certain	One Annuitant, One Joint Annuitant Length of Payment Period:  For a guaranteed period or as long as either annuitant lives, whichever is longer. You elect a guaranteed period (minimum 5 years/maximum 50 years) when we issue your contract. Guaranteed periods of greater than 30 years are subject to our approval. Annuity Payments After Death:  100% of the payment will continue for as long as the surviving annuitant lives. When both annuitants die, if there are remaining guaranteed payments, they will continue to be paid to the payee(s) designated by the beneficiary. Right to Make Withdrawals:  Yes. Restrictions apply, see “Withdrawals.”
5)     Joint and Survivor Life Annuity – Reducing at Death of either annuitant – No Refund	One Annuitant, One Joint Annuitant Length of Payment Period:  For as long as either annuitant lives. Annuity Payments After Death:  A reduced payment will continue for as long as the surviving annuitant lives. You elect at the time of contract issue whether payments will continue at  1/2,  2/3, or  3/4 of the former value. No payments will continue after the death of both annuitants. Right to Make Withdrawals:  No.
6)     Joint and Survivor Life Annuity – Reducing at Death of either annuitant – Period Certain	One Annuitant, One Joint Annuitant Length of Payment Period:  For a guaranteed period or as long as the surviving annuitant lives, whichever is longer. You elect a guaranteed period (minimum 5 years/maximum 50 years) when we issue your contract. Guaranteed periods of greater than 30 years are subject to our approval. Annuity Payments After Death:  100% of the payment will continue for the guaranteed period. When an annuitant dies, any remaining guaranteed payments will continue. When the guaranteed period is ended, a percentage of the payment will continue for as long as the surviving annuitant lives. You elect at the time of contract issue whether payments will continue at  1/2,  2/3, or  3/4 of the former value. When both annuitants die, any remaining guaranteed payments will continue to be paid to the payee(s) designated by the beneficiary. Right to Make Withdrawals:  Yes. Restrictions apply, see “Withdrawals.”
7)     Joint and Survivor Life Annuity – Reducing at Death of Annuitant – No Refund	One Annuitant, One Joint Annuitant Length of Payment Period:  For as long as either annuitant lives. Annuity Payments After Death:  There are different payments after death depending on whether the annuitant or the joint annuitant dies first. a) If the joint annuitant dies first, then 100% of the payment will continue for as long as the annuitant lives. b) If the annuitant dies first, then a percentage of the payment will continue for the life of the joint annuitant. You elect the percentage at the time of contract issue. Available percentages are:  1/2,  2/3 or  3/4. No payments will continue after the death of both annuitants. Right to Make Withdrawals:  No.

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Lifetime Annuity Options

8)     Joint and Survivor Life Annuity – Reducing at Death of Annuitant – Period Certain

One Annuitant, One Joint Annuitant Length of Payment Period:  For a guaranteed period or as long as either surviving annuitant lives, whichever is longer. You elect a guaranteed period (minimum 5 years/maximum 50 years) when we issue your contract. Guaranteed periods of greater than 30 years are subject to our approval. Annuity Payments After Death:  When either annuitant dies, 100% of any remaining guaranteed payments will continue. When the guaranteed period is ended, there are different payments after death depending on whether the annuitant or the joint annuitant dies first. a) If the joint annuitant dies first, then 100% of the payment will continue for as long as the annuitant lives. b) If the annuitant dies first, then a percentage of the payment will continue for the life of the joint annuitant. You elect at the time of contract issue whether payments will continue at  1/2,  2/3, or  3/4 of the former value. When both annuitants die, remaining guaranteed payments, if any, will continue to be paid to the payee(s) designated by the beneficiary. Right to Make Withdrawals:  Yes. Restrictions apply, see “Withdrawals.”

Non-Lifetime Annuity Option

9)     Period Certain Only Annuity

One Annuitant Length of Payment Period:  For a guaranteed period. You elect a guaranteed period (minimum 5 years/maximum 50 years) when we issue your contract. Guaranteed periods of greater than 30 years are subject to our approval. After your first contract year, once each contract year, you may elect to extend or shorten the guaranteed period subject to certain restrictions detailed following this table. Annuity Payments After Death:  When the annuitant dies, any remaining guaranteed payments will continue to be paid to the payee(s) designated by the beneficiary. Right to Make Withdrawals:  Yes. Restrictions apply, see “Withdrawals.”

Change of Guaranteed Period.  If you elected the period certain only annuity option, then after your first contract year, once each contract year, you may elect to extend or shorten the length of your guaranteed payment period by submitting a written request, in good order, to our Service Center. A beneficiary who becomes owner of the contract can shorten the payment period, but cannot extend the payment period.

If you elect to change the payment period, when we receive your written request, we will re-calculate annuity payment amounts based on the commuted value of the remaining guaranteed payments. Future annuity payment amounts may be lower or higher due to this change. See “Commuted Value.”

Availability is subject to state and federal laws, and is based on the minimum and maximum period certain annuity options and rates we offer at the time of your request.

You may not change the payment period if Payment Protector is in effect. If Budget Protector is in effect, any revised payment period must be expressed in full years.

Your request must be for a payment period that we offer at the time of your request and your election must result in payment amounts that meet our minimum payment requirements.

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Additional Features

MassMutual Inflation Protector

What is MassMutual Inflation Protector?  MassMutual Inflation Protector (Inflation Protector) is only applicable if you elect the general account as an investment choice at some time over the life of your contract. Usually, when you elect the general account as an investment choice, your fixed annuity payments, those annuity payments attributable to the general account, are equal over the life of your contract. If you elect Inflation Protector, your initial fixed annuity payments will be lower than if you had not elected this feature. However, commencing one year after your first annuity payment date and on each subsequent anniversary, the payments attributable to the general account will increase annually by a percentage you elect: either 1%, 2%, 3% or 4% on a compound basis. You elect this percentage at the time of contract issue and you cannot later change your election. A higher percentage will result in lower initial payments and higher payments in the future.

What is the Charge for Inflation Protector?  There is no charge for this feature.

How to Elect Inflation Protector.  You may only elect this feature at the time your contract is issued. However, the feature will not take effect until you elect the general account as an investment choice and begin receiving a portion or all of your annuity as fixed annuity payments. You may elect this feature and elect variable annuity payments, however, the inflation protector does not apply to the variable annuity payments. This feature does not apply to fixed annuity payments resulting from election of Budget Protector. We will restrict eligibility for this feature as required by the Tax Code.

Can I Cancel Inflation Protector?  Once elected, you cannot cancel this feature.

MassMutual Payment Protector

What is MassMutual Payment Protector?  If you elect MassMutual Payment Protector (Payment Protector), we guarantee that each of your variable annuity payments will never be less than the guaranteed minimum payment. The guaranteed minimum payment equals 90% of your initial estimated variable annuity payment. If a variable annuity payment falls below the guaranteed amount, we will increase that payment to equal the guaranteed amount.

If you elect the general account as an investment choice, the portion of your fixed annuity payments attributable to those assets will not be used when calculating the guaranteed minimum payment or in determining if a payment equals the guaranteed minimum payment.

Allocation Restrictions.  While you are participating in Payment Protector, you may not make transfers from the general account to the sub-accounts and you may not elect the MML Money Market sub-account as an investment choice. Additionally, while you are participating in Payment Protector we require that you either:

1) participate in the Asset Allocation Program (see “Transfers and Transfer Programs – Asset Allocation Program”); or

2) maintain your allocations within the parameters set by our Custom Allocation Choice feature.

You may switch between (1) and (2), but while you have an election of Payment Protector you must elect one or the other.

Custom Allocation Choice.  If you elect Custom Allocation Choice, you must allocate your contract value within the Custom Allocation Choice parameters. The parameters are the minimum and maximum that may be allocated to each style of investment choice offered through the contract. Custom Allocation Choice parameters and investment choices are shown in “Appendix C.”

Important Considerations

Ÿ The Custom Allocation Choice parameters do not guarantee that investment performance will not be volatile or go down in value.

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Ÿ Allocation to a single investment choice style may outperform allocation according to the Custom Allocation Choice parameters, so that you would have obtained better returns in a single sub-account or sub-accounts representing a single style.

Ÿ The timing of your investment and the frequency of automatic rebalancing may affect performance.

Ÿ The value of the funds will fluctuate, and when redeemed, may be worth more or less than the original cost.

Ÿ We reserve the right to terminate or change the Custom Allocation Choice parameters at any time. Any such modifications will be filed with the Securities and Exchange Commission and will impact contracts issued on or after the effective date of such filing.

Impact of Transfers on Annuity Payment Amounts.  If you transfer from any of the sub-accounts to the general account, the amount of subsequent variable annuity payments and the guaranteed minimum payment amount will be reduced proportionally. The amount of subsequent fixed annuity payments will be increased as a result of the transfer.

Impact of Withdrawals on Annuity Payment Amounts.  If you make a withdrawal, the amount of subsequent variable annuity payments and the amount of the guaranteed minimum payment amount will be reduced proportionally.

Annuity Payments Reducing upon Death and Payment Protector.  If you elected an annuity option with payments reducing upon the death of an annuitant and/or joint annuitant, and the contract is in the phase where reduced payments are being made, the guaranteed minimum annuity payment will be reduced by the same percentage.

Cost of Payment Protector.  The charge for Payment Protector is equal on an annual basis to 0.50% of the daily value of your contract assets attributable to the sub-accounts, after fund expenses are deducted. The charge will continue for the life of the contract, unless you cancel the feature, in which case the charge will be discontinued as of the first business day the cancellation is effective. See “MassMutual Payment Protector – How to Cancel Payment Protector.”

How to Elect Payment Protector.  To elect Payment Protector you must:

Ÿ elect the feature at time of contract issue;

Ÿ elect an assumed investment rate of 1% (see “Annuity Payments – Assumed Investment Rate”);

Ÿ maintain your allocations among investment choices within the parameters of our Custom Allocation Choice feature or the Asset Allocation Program; and

Ÿ participate in the Automatic Rebalancing Program (see “Transfers and Transfer Programs – Automatic Rebalancing Program”).

You may only elect Payment Protector if at time of contract issue:

Ÿ you elect a period certain only annuity option for at least 15 and no more than 30 years; or

Ÿ you elect a lifetime annuity option with period certain of 30 years or less and the annuitants are under age 80 at time of contract issue; or

Ÿ you elect a lifetime annuity option and the annuitants are under age 80 at time of contract issue.

References to Age.  Age is as of the nearest birthday. For example, age 80 is generally the period of time between age 79 years, 6 months and 1 day and age 80 and 6 months. See “Age.”

How to Cancel Payment Protector.  You may cancel Payment Protector on your fifth contract anniversary or on any subsequent anniversary. Your written request, in good order, must be received at our Service Center within thirty-one calendar days prior to the contract anniversary upon which the cancellation is to be in effect. Once cancelled, you may not re-elect the feature.

If you cancel Payment Protector, we no longer require that your allocations remain within the parameters of our Custom Allocation Choice feature or the Asset Allocation Program. You may elect to continue or cancel your participation in the Automatic Rebalancing Program and the Asset Allocation Program.

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Additional Restrictions.  While this feature is elected, you may not elect Budget Protector.

MassMutual Budget Protector

What is MassMutual Budget Protector?  Usually, if you elect variable annuity payments, each payment varies based upon fund performance, so you are unsure of the exact next payment amount. MassMutual Budget Protector (Budget Protector) allows you to invest in variable funds through our sub-accounts, but generate a level annuity payment over a 12-month period. For example, if you elect a monthly payment frequency, and Budget Protector calculates the payment to be $100, then the payment will continue to be $100 a month for the twelve-month period.

When we issue your contract we will tell you the estimated level payment for the first twelve-month period. On the anniversary of your first annuity payment and each subsequent anniversary, we will calculate the amount of each level payment to be paid over the next twelve-months based on the performance of your elected sub-accounts.

For your first annuity payment date and on each annuity payment anniversary thereafter, we determine the number of annuity income units necessary to make the level payments for the following year. We then redeem the annuity income units from your elected sub-accounts and transfer them to the general account. We generate your annuity payments based on the transferred amount and on the interest rate we credit through the general account. The rate credited may vary from the rate offered if you were to elect the general account as an investment choice and you did not elect Budget Protector.

The payment amounts in any one twelve-month period may be greater than or less than the payment amounts in the prior twelve-month period due to the investment performance of the sub-accounts you elect.

If you elect a combination of fixed and variable annuity payments, this feature only applies to the variable portion of the payments.

Transfers and Withdrawals.  Transfers among and partial withdrawals from the investment choices will not impact the amount of payments during a current twelve-month period, but will be reflected when we calculate the payments for the subsequent twelve-month period.

If you make a full withdrawal, the withdrawal amount will be comprised of the remaining current twelve-month period annuity payments and the commuted value of remaining guaranteed payments beyond that twelve-month period.

Change of Guaranteed Period.  If your contract permits you to change your guaranteed period, and you do so, the action will not impact the dollar amount of payments during the current twelve-month period, but will be reflected when we calculate the payments for the subsequent twelve-month period. See “Annuity Payments – Change of Guaranteed Period.”

Annuity Payments Reducing upon Death and Budget Protector.  You may have elected an annuity option with payments reducing by a certain percentage upon the death of an annuitant and/or joint annuitant. If you did, then upon the applicable death, the remaining payments during that current twelve-month period and for subsequent twelve-month periods will be reduced by the percentage you elected.

What is the Charge for Budget Protector?  There is no charge for this feature.

How to Elect Budget Protector.  To elect Budget Protector you must:

Ÿ elect the feature at time of contract issue; and

Ÿ if you elect a period certain only annuity option, you must elect annuity payments for a guaranteed period in full years.

Can I Cancel Budget Protector?  Once elected, this feature cannot be cancelled, except upon death of the annuitant and joint annuitant, if any. In this case, the beneficiaries will have the option of canceling Budget Protector. If there is a single beneficiary who cancels this feature, cancellation will not take effect until the anniversary of your first annuity payment. If there are multiple beneficiaries and they all choose to cancel this feature, cancellation will occur immediately. If there are multiple beneficiaries, and any beneficiary chooses to

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retain the Budget Protector, the remaining guaranteed period left on the contract will be rounded down to the nearest whole year and we will adjust annuity payment amounts accordingly.

We reserve the right to cancel this feature for all contract owners, without discrimination, at any time. If we do so, your level payments will continue to be made until the next anniversary of your first annuity payment date.

Additional Restrictions.  While this feature is elected, you may not elect Payment Protector.

Investment Choices

You have a number of investment choices in this contract. These investment choices currently include a general account as well as a number of funds offered through our separate account sub-accounts.

Choose Investment Choices Appropriate for You.  When electing among your available investment choices consider your circumstances, investment goals, financial situation and risk tolerance. After you elect investment choices for your initial purchase payment you should monitor and periodically re-evaluate your allocations to determine if they are still appropriate.

Understand the Risks Associated with Your Investment Choices.  If your contract value is allocated to a fund, your contract value will be influenced by the investment performance of that fund. You will want to read the fund prospectus, especially the section discussing the risks of investing in the fund. We will deliver current fund prospectuses and/or current summary fund prospectuses to you. You may also contact our Service Center to request current fund prospectuses and summary fund prospectuses. Summary fund prospectuses for certain funds may be unavailable.

Be Informed.  Read this prospectus. Also review information about the funds: the fund prospectus, statement of additional information, annual report and semiannual report.

The Separate Account

We established Massachusetts Mutual Variable Annuity Separate Account 4 (the separate account) as a separate account under Massachusetts law on July 9, 1997. The separate account is registered with the Securities and Exchange Commission as a unit investment trust under the Investment Company Act of 1940.

The separate account holds the assets that underlie the contracts, except those assets allocated to our general account. We keep the separate account assets separate from the assets of our general account and other separate accounts. The separate account is divided into sub-accounts, each of which invests exclusively in a single investment choice.

We own the assets of the separate account. We credit gains to, or charge losses against, the separate account, whether or not realized, without regard to the performance of other investment accounts. The separate account’s assets may not be used to pay any of our liabilities other than those arising from the contracts. If the separate account’s assets exceed the required reserves and other liabilities, we may transfer the excess to our general account. The obligations of the separate account are not our generalized obligations and will be satisfied solely by the assets of the separate account.

We have claimed an exclusion from the definition of the term “Commodity Pool Operator” under the Commodity Exchange Act (CEA) with respect to the separate account. Therefore, we are not subject to registration or regulation as a Commodity Pool Operator under the CEA with respect to the separate account.

Addition, Removal, Closure or Substitution of Funds

We have the right to change the funds offered through the contract, but only as permitted by law. If the law requires, we will also get your approval and the approval of any appropriate regulatory authorities. Changes may only impact certain contract owners. Examples of possible changes include: adding new funds or fund classes; removing existing funds or fund classes; closing existing funds or fund classes; or substituting a fund with a different fund. New or substitute funds may have different fees and expenses. We will not add, remove, close or substitute any shares attributable to your interest in a sub-account of the separate account without notice to you and prior approval of the SEC, to the extent required by applicable law. We reserve the right to transfer separate account assets to another separate account that we determine to be associated with the class of contracts to which your contract belongs.

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The Funds

The contract offers the following funds. We may add, remove, close or substitute funds.

Investment Funds in Which the Sub-Accounts Purchase Shares	Investment Fund’s Adviser and Sub-Adviser	Asset Class
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco V.I. Diversified Dividend Fund (Series I Shares)	Adviser: Invesco Advisers, Inc. Sub-Adviser: N/A	Large Cap Blend
Invesco V.I. Global Health Care Fund (Series I Shares)	Adviser: Invesco Advisers, Inc. Sub-Adviser: N/A	Specialty
Invesco V.I. Technology Fund (Series I Shares)	Adviser: Invesco Advisers, Inc. Sub-Adviser: N/A	Specialty
Fidelity® Variable Insurance Products
Fidelity® VIP Contrafund® Portfolio (Initial Class)	Adviser: Fidelity Management & Research Company Sub-Adviser: FMR Co., Inc. and other investment advisers	Large Cap Blend
ING Investors Trust
ING Clarion Global Real Estate Portfolio (Class S)	Adviser: ING Investments, LLC Sub-Adviser: CBRE Clarion Securities LLC	Specialty
MML Series Investment Fund
MML Blue Chip Growth Fund (Initial Class)	Adviser: MassMutual Sub-Adviser: T. Rowe Price Associates, Inc.	Large Cap Growth
MML Equity Income Fund (Initial Class)	Adviser: MassMutual Sub-Adviser: T. Rowe Price Associates, Inc.	Large Cap Value
MML Equity Index Fund (Class I)	Adviser: MassMutual Sub-Adviser: Northern Trust Investments, Inc.	Large Cap Blend
MML Foreign Fund (Initial Class)	Adviser: MassMutual Sub-Adviser: Templeton Investment Counsel, LLC	International/Global
MML Global Fund (Class I)	Adviser: MassMutual Sub-Adviser: Massachusetts Financial Services Company	International/Global
MML Growth & Income Fund (Initial Class)	Adviser: MassMutual Sub-Adviser: Massachusetts Financial Services Company	Large Cap Blend
MML Income & Growth Fund (Initial Class)	Adviser: MassMutual Sub-Adviser: BlackRock Investment Management, LLC	Large Cap Value

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Investment Funds in Which the Sub-Accounts Purchase Shares	Investment Fund’s Adviser and Sub-Adviser	Asset Class
MML Large Cap Growth Fund (Initial Class)	Adviser: MassMutual Sub-Adviser: Rainier Investment Management, Inc.	Large Cap Growth
MML Managed Volatility Fund (Initial Class)1	Adviser: MassMutual Sub-Adviser: Gateway Investment Advisers, LLC	Specialty
MML Mid Cap Growth Fund (Initial Class)	Adviser: MassMutual Sub-Adviser: T. Rowe Price Associates, Inc.	Small/Mid-Cap Growth
MML Mid Cap Value Fund (Initial Class)	Adviser: MassMutual Sub-Adviser: American Century Investment Management, Inc.	Small/Mid-Cap Value
MML Small Cap Growth Equity Fund (Initial Class)	Adviser: MassMutual Sub-Advisers: Waddell & Reed Investment Management Company and Wellington Management Company, LLP	Small/Mid-Cap Growth
MML Small/Mid Cap Value Fund (Initial Class)	Adviser: MassMutual Sub-Adviser: AllianceBernstein L.P.	Small/Mid-Cap Value
MML Series Investment Fund II
MML Blend Fund (Initial Class)	Adviser: MassMutual Sub-Adviser: Babson Capital Management LLC	Balanced
MML Equity Fund (Initial Class)	Adviser: MassMutual Sub-Advisers: OppenheimerFunds, Inc. and Loomis, Sayles & Company, L.P.	Large Cap Value
MML Inflation-Protected and Income Fund (Initial Class)	Adviser: MassMutual Sub-Adviser: Babson Capital Management LLC	Fixed Income
MML Managed Bond Fund (Initial Class)	Adviser: MassMutual Sub-Adviser: Babson Capital Management LLC	Fixed Income
MML Money Market Fund (Initial Class)†	Adviser: MassMutual Sub-Adviser: Babson Capital Management LLC	Short Term/Stable Value
MML Small Cap Equity Fund (Initial Class)2	Adviser: MassMutual Sub-Adviser: OppenheimerFunds, Inc.	Small/Mid-Cap Blend
Oppenheimer Variable Account Funds
Oppenheimer Capital Appreciation Fund/VA (Non-Service Shares)	Adviser: OFI Global Asset Management, Inc. Sub-Adviser: OppenheimerFunds, Inc.	Large Cap Growth

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Investment Funds in Which the Sub-Accounts Purchase Shares	Investment Fund’s Adviser and Sub-Adviser	Asset Class
Oppenheimer Capital Income Fund/VA (Non-Service Shares)*,3	Adviser: OFI Global Asset Management, Inc. Sub-Adviser: OppenheimerFunds, Inc.	Balanced
Oppenheimer Discovery Mid Cap Growth Fund/VA (Non-Service Shares)4	Adviser: OFI Global Asset Management, Inc. Sub-Adviser: OppenheimerFunds, Inc.	Small/Mid-Cap Growth
Oppenheimer Global Fund/VA (Non-Service Shares)5	Adviser: OFI Global Asset Management, Inc. Sub-Adviser: OppenheimerFunds, Inc.	International/Global
Oppenheimer Global Strategic Income Fund/VA (Non-Service Shares)	Adviser: OFI Global Asset Management, Inc. Sub-Adviser: OppenheimerFunds, Inc.	Fixed Income
Oppenheimer Main Street Fund®/VA (Non-Service Shares)	Adviser: OFI Global Asset Management, Inc. Sub-Adviser: OppenheimerFunds, Inc.	Large Cap Blend
Panorama Series Fund, Inc.
Oppenheimer International Growth Fund/VA (Non-Service Shares)	Adviser: OFI Global Asset Management, Inc. Sub-Adviser: OppenheimerFunds, Inc.	International/Global
PIMCO Variable Insurance Trust
PIMCO CommodityRealReturn® Strategy Portfolio (Advisor Class)	Adviser: Pacific Investment Management Company LLC Sub-Adviser: N/A	Specialty

* Unavailable in contracts issued on or after May 1, 2009. For contracts issued prior to May 1, 2009, you may not allocate any new money to this fund via purchase payments or transfers.

¹  Formerly known as the MML Large Cap Value Fund.

²  Formerly known as the MML Small/Mid Cap Equity Fund.

³  Formerly known as the Oppenheimer Balanced Fund/VA.

⁴  Formerly known as the Oppenheimer Small- & Mid-Cap Growth Fund/VA.

⁵  Formerly known as the Oppenheimer Global Securities Fund/VA.

^†  An investment in the MML Money Market Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to maintain a stable net asset value per share, it is possible to lose money by investing in the Fund. The yield of this Fund may be low during periods of low interest rates. After deduction of separate account charges, the yield in the sub-account that invests in this Fund could be negative.

There is no assurance that the funds will achieve their stated objective. The fund prospectuses contain more detailed information about the funds. We will deliver current fund prospectuses and/or current summary fund prospectuses to you. You may also contact our Service Center to request current fund prospectuses and summary fund prospectuses. Summary fund prospectuses for certain funds may be unavailable. You should read the information contained in the fund prospectuses carefully before investing.

Compensation We Receive from Funds, Advisers and Sub-Advisers

Compensation We Receive from Advisers and Sub-Advisers.  We and certain of our insurance affiliates receive compensation from the advisers and sub-advisers to some of the funds. We may use this compensation for any corporate purpose, including paying expenses that we incur in promoting, issuing, distributing and administering the contract and, providing services, on behalf of the funds, in our role as intermediary to the funds. The amount of this compensation is determined by multiplying a specified annual percentage rate by the average net assets held in that fund that are attributable to the variable annuity and variable life insurance products issued by us and our affiliates that offer the particular fund (MassMutual’s variable contracts). These percentage rates differ, but currently do not exceed 0.25%. Some advisers or sub-advisers pay us more than others; some do not pay us any such compensation.

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The compensation is not reflected in the expenses that are disclosed for the funds in “Table of Fees and Expenses - Annual Fund Operating Expenses” because this compensation is not paid directly out of the funds’ assets. However, these payments may be derived, in whole or in part, from the advisory fee deducted from fund assets. Contract owners, through their indirect investment in the funds, bear the costs of these advisory fees (see the funds’ prospectuses for more information).

In addition, we may receive fixed dollar payments from the advisers and sub-advisers to certain funds so that the adviser and sub-adviser can participate in sales meetings conducted by MassMutual. Attending such meetings provides advisers and sub-advisers with opportunities to discuss and promote their funds. For a list of the funds whose advisers and sub-advisers currently pay such compensation, visit www.massmutual.com/legal/compagreements or call our Service Center at the number shown on page 1 of this prospectus.

Compensation We Receive from Funds.  We and certain of our affiliates also receive compensation from certain funds pursuant to Rule 12b-1 under the Investment Company Act of 1940. This compensation is paid out of the fund’s assets and may be as much as 0.25% of the average net assets of an underlying fund which are attributable to MassMutual’s variable contracts. This compensation is specified as 12b-1 fees in the “Table of Fees and Expenses – Annual Fund Operating Expenses.” An investment in a fund with a 12b-1 fee will increase the cost of your investment in this contract.

Compensation in General.  The compensation that we receive may be significant and we may profit from this compensation. Additionally, when selecting the funds that will be available with MassMutual’s variable contracts, we consider the amount of compensation that we receive from the funds, their advisers, sub-advisers, or their distributors along with the funds’ name recognition, asset class, the manager’s reputation, and fund performance. We offer certain funds through the contract at least in part because they are managed by us or an affiliate.

The General Account

Purchase payments allocated to the general account and transfers to the general account become part of our general account which supports insurance and annuity obligations. The general account has not been registered under the Securities Act of 1933 (1933 Act) nor is the general account registered under the Investment Company Act of 1940 (1940 Act) because of exemptive and exclusionary provisions. Accordingly, neither the general account nor any interests therein are generally subject to the provisions of the 1933 Act or the 1940 Act. We have been advised that the staff of the Securities and Exchange Commission has not reviewed the disclosures in this prospectus which relate to the general account. Disclosures regarding the general account, however, are subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of statements made in this prospectus. For more information about our general account see “Other Information – Our Ability to Make Payments Under the Contract.”

You do not participate in the investment performance of the assets in the general account. We will credit an interest rate at a rate not less than the minimum allowed by state law at the time we issue your contract. We reserve the right to change the guaranteed minimum interest rate for newly issued contracts, subject to applicable state law.

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Transfers and Transfer Programs

Each contract year you may make twelve free transfers among the investment choices, subject to the restrictions below. If you make more than twelve transfers in a calendar year, we may deduct a fee (see “Transfers and Transfer Programs – Transfer Fee”). We have the right to terminate, suspend or modify the transfer and transfer program provisions described in this prospectus.

Transfers Into the General Account.  After your first contract year, you may transfer into the general account from any of the sub-accounts.

Transfers Out of the General Account.  You may make one transfer per contract year out of the general account into any of the sub-accounts. However no transfers can be made from the general account to the MML Money Market Fund. If you are participating in Payment Protector, you may not make transfers out of the general account. Transfers out of the general account are done on a first-in, first-out basis. In other words, amounts attributed to the earliest allocation to the general account are transferred first, then amounts attributed to the next oldest allocation are transferred, and so on.

Transfer Requests.  You may make transfers by submitting a written request, in good order, to our Service Center. You must clearly indicate the amount and investment choices from and to which you wish to transfer.

Transfer Effective Date.  Your transfer is effective on the business day we receive your request, in good order, at our Service Center. If we receive your transfer request at our Service Center on a non-business day or after our business day closes, your transfer request will be effective on the next business day.

Transfer Fee.  Currently we do not assess a transfer fee. However, we reserve the right to allow twelve transfers per year and charge an amount of $20 per transfer in excess of twelve as provided in the contract.

Impact of Transfers on Annuity Payments.  Transfers between sub-accounts will be made by converting the number of annuity units being transferred to the number of annuity units of the sub-account to which the transfer is made. The result is that the next annuity payment, if it were made at that time, would be the same amount that it would have been without the transfer. Thereafter, annuity payments will reflect changes in the value of the new annuity units within the current investment choices.

The amount transferred from a sub-account into the general account will be based on the commuted value of the payments being transferred from that sub-account. See “Commuted Value.” We will first calculate the value of the annuity units being transferred out of the sub-account. That value will then be used to purchase fixed annuity payments. The value of the fixed annuity payments will be based on the annuity option in effect, the age and gender of the annuitant and joint annuitant, if any, and the current annuity purchase rates in effect at the time of the transfer.

The amount transferred from the general account into any sub-account(s) will be based on the commuted value of the future payments being transferred from the general account, see “Commuted Value.” The amount transferred to the sub-accounts will be used to purchase annuity units of the sub-account(s) to which the transfer is made. Thereafter, annuity payments will reflect changes in the value of the new annuity units.

Transfers and Elective Features.  There may be additional transfer impacts and restrictions if you elected any of the following: Automatic Rebalancing Program, Budget Protector, Payment Protector, and Inflation Protector. See those prospectus sections for additional detail.

Automatic Rebalancing Program

Over time, the performance of each sub-account may cause your allocation to shift from your original allocation. If you elect the Automatic Rebalancing Program, you will request that we periodically transfer among sub-accounts to reflect your desired allocations. You may cancel or elect the program at any time. For more detail regarding participation in this program, contact your registered representative or our Service Center.

If you elect Payment Protector, you must participate in the Automatic Rebalancing Program and you may not cancel your participation unless you first cancel your election of Payment Protector. For additional detail see “MassMutual Payment Protector.”

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Asset Allocation Program

What is the Asset Allocation Program (AAP)?  If you participate in the AAP, you choose one of several asset allocation models. The asset allocation model you elect will determine your investment choices and how much is allocated to each investment choice. The asset allocation models are static models which means the underlying investment allocations within each model will not change over time. If you elect the AAP, you must participate in the Automatic Rebalancing Program, allowing us to periodically rebalance your allocations so they continue to follow your elected asset allocation model strategy. See “Transfers and Transfer Programs – Automatic Rebalancing Program.”

Electing an Asset Allocation Model.   You can elect to participate in the AAP at any time. You should consult with your registered representative to assist you in determining which asset allocation model in the program is best suited to your financial needs, investment time horizon, and is consistent with your risk comfort level. You should periodically review those factors to determine if you need to change asset allocation models.

Transfer Limitations.  While participating in the AAP you may make a transfer by changing asset allocation models. If you do submit a transfer request other than a request to change your asset allocation model, we will terminate your participation in the AAP and notify you of the termination. There are two exceptions to this: 1) If you transfer from or to the general account, we will not cancel the AAP; and 2) If you are participating in Payment Protector, we will not terminate your participation in the AAP. Instead, we will notify you of the transfer choices available with Payment Protector: a) you may change asset allocation models; b) you may cancel the AAP by electing the Custom Allocation Choice feature and make transfers within the parameters of that feature; or c) you may cancel Payment Protector and the AAP and request a transfer outside of the AAP models. There are restrictions regarding when you can cancel, see “MassMutual Payment Protector” for additional detail.

Electing a Different Asset Allocation Model.  At any time, you may change your asset allocation model to any of the available asset allocation models by contacting our Service Center.

Canceling Participation in AAP.  You can cancel your participation in the AAP at any time by contacting our Service Center. You can re-elect participation in the AAP at any time.

Important Considerations

Ÿ There is no assurance that an asset allocation model will not lose money or that investment results will not experience some volatility.

Ÿ Historical market and asset class performance may differ in the future from the historical performance and assumptions upon which the asset allocation models are built.

Ÿ Allocation to a single asset class may outperform an asset allocation model, so that you would have obtained better returns in a single fund or funds representing a single asset class than in an asset allocation model. Asset allocation model performance is dependent upon the performance of the funds in the model.

Ÿ We have the right to terminate or change the AAP at any time.

Limits on Frequent Trading and Market Timing Activity

This contract and its investment choices are not designed to serve as vehicles for what we have determined to be frequent trading or market timing trading activity. We consider these activities to be abusive trading practices that can disrupt the management of a fund in the following ways:

Ÿ by requiring the fund to keep more of its assets liquid rather than investing them for long-term growth, resulting in lost investment opportunity; and

Ÿ by causing unplanned portfolio turnover.

These disruptions, in turn, can result in increased expenses and can have an adverse effect on fund performance that could impact all owners and beneficiaries under the contract, including long-term owners who do not engage in these activities. Therefore, we discourage frequent trading and market timing trading activity and will not accommodate frequent transfers among the funds. Organizations and individuals that intend to trade frequently and/or use market timing investment strategies should not purchase this contract.

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We have adopted policies and procedures to help us identify those individuals or entities that we determine may be engaging in frequent trading and/or market timing trading activities. We monitor trading activity to uniformly enforce those procedures. However, those who engage in such activities may employ a variety of techniques to avoid detection. Our ability to detect frequent trading or market timing may be limited by operational or technological systems, as well as by our ability to predict strategies employed by contract owners (or those acting on their behalf) to avoid detection. Therefore, despite our efforts to prevent frequent trading and the market timing of funds among the sub-accounts of the separate account, there can be no assurance that we will be able to identify and curtail every instance of trading of those who trade frequently or those who employ a market timing strategy or those who act as intermediaries on behalf of such persons. Moreover, our ability to discourage and restrict frequent trading or market timing may be limited by decisions of state regulatory bodies and court orders that we cannot predict.

In addition, some of the funds are available with variable products issued by other insurance companies. We do not know the effectiveness of the policies and procedures used by these other insurance companies to detect frequent trading and/or market timing. As a result of these factors, the funds may reflect lower performance and higher expenses across all contracts as a result of undetected abusive trading practices.

If we or the investment adviser to any of the funds available with this contract, determine that an owner’s transfer patterns reflect frequent trading or employment of a market timing strategy, we will not allow the owner to submit transfer requests by overnight mail, facsimile transmissions, the telephone, our website, or any other type of electronic medium. Additionally, we may reject any single trade that we determine to be abusive or harmful to the fund. Orders for the purchase of fund shares may be subject to acceptance by the fund. Therefore, we reserve the right to reject, without prior notice, any fund transfer request if the investment in the fund is not accepted for any reason.

The funds may assess a redemption fee (which we reserve the right to collect) on shares held for a relatively short period. The prospectuses for the funds describe the funds’ frequent trading and market timing policies and procedures, which may be more or less restrictive than the policies and procedures we have adopted. We have entered into a written agreement, as required by SEC regulation, with each fund or its principal underwriter that obligates us to provide to the fund promptly upon request certain information about the trading activity of individual contract owners, and to execute instructions from the fund to restrict or prohibit further purchases or transfers by specific contract owners who violate the frequent trading or market timing policies established by the fund.

Contract owners and other persons with interests in the contracts should be aware that the purchase and redemption orders received by the funds generally are “omnibus” orders from intermediaries, such as retirement plans or separate accounts funding variable insurance contracts. The omnibus orders reflect the aggregation and netting of multiple orders from individual owners of variable contracts and/or individual retirement plan participants. The omnibus nature of these orders may limit the funds in their ability to apply their frequent trading or market timing policies and procedures. It may also require that we restrict or prohibit further purchases or transfers as requested by a fund on all contracts owned by a contract owner whose trading activity under one variable contract has violated a fund’s frequent trading or market timing policy. If a fund believes that an omnibus order reflects one or more transfer requests from contract owners engaged in frequent trading or market timing activity, the fund may reject the entire omnibus order.

We will notify you in writing if we reject a transfer or if we implement a restriction due to frequent trading or the use of market timing investment strategies. If we do not accept a transfer request, no change will be made to your allocations per that request. We will then allow you to resubmit the rejected transfer by regular mail only.

Additionally, we may in the future take any of the following restrictive actions that are designed to prevent the employment of a frequent trading or market timing strategy:

Ÿ not accept transfer instructions from an owner or other person authorized to conduct a transfer;

Ÿ limit the number of transfer requests that can be made during a contract year; and

Ÿ require the value transferred into a fund to remain in that fund for a particular period of time before it can be transferred out of the fund.

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We will apply any restrictive action we take uniformly to all owners we believe are employing a frequent trading or market timing strategy. These restrictive actions may not work to deter frequent trading or market timing activity.

We reserve the right to revise our procedures for detecting frequent trading and/or market timing at any time without prior notice if we determine it is necessary to do so in order to better detect frequent trading and/or market timing, to comply with state or federal regulatory requirements, or to impose different restrictions on frequent traders and/or market timers. If we modify our procedures, we will apply the new procedure uniformly to all owners.

Withdrawals

Income taxes, tax penalties, a surrender charge and certain restrictions may apply to any withdrawal you make.

If you elect an annuity option without a period certain, you cannot make any withdrawals.

Right to Make Partial Withdrawals.  Subject to the limitations described in this prospectus, you have the right to make partial withdrawals (also called partial surrenders) of remaining guaranteed payments if you elected an annuity option with a period certain.

Right to Make Full Withdrawals.  Subject to the limitations described in this prospectus, you have the right to make a full withdrawal (also called full surrenders) of remaining guaranteed payments if you elected a period certain only annuity option.

Limits on Number of Withdrawals.  If you elected a period certain only annuity option, you may make one withdrawal each contract year. If you elected a lifetime annuity option with period certain, you may not make a withdrawal during your first contract year. However, you may make one withdrawal each subsequent contract year.

Amount Available to Withdraw.  The amount available for withdrawal is based on the commuted value of any remaining guaranteed payments. See “Commuted Value.” Additionally, we limit the amount available for a partial withdrawal, so that each remaining guaranteed payment is a minimum amount of $100. In some states there are restrictions on receiving a lump sum payment of remaining fixed guaranteed payments.

Deduction of Withdrawals.  Any request for a withdrawal will be taken proportionally from your elected sub-accounts on the business day we receive your request in good order. If we cannot satisfy the entire withdrawal request from your elected sub-accounts and you have elected the general account as an investment choice, then the remaining portion will be taken from the general account, as applicable. Withdrawals out of the general account are done on a first-in, first-out basis. In other words, amounts attributed to the earliest allocation to the general account are withdrawn first, then amounts attributed to the next oldest allocation are withdrawn, and so on.

Minimum Partial Withdrawal Amounts.  Your partial withdrawal must be at least $5,000.

Withdrawal Requests.  To request a withdrawal, submit our fully completed partial surrender or surrender form in good order to our Service Center.

Withdrawal Effective Date.  Your withdrawal is effective on the business day we receive, at our Service Center, our partial surrender or surrender form, in good order, and, if applicable, a “letter of acceptance.” If we receive this item(s) at our Service Center on a non-business day or after our business day closes, your withdrawal request will be effective on the next business day.

Delivery of Withdrawal Amount.  Withdrawals will be sent to the payee(s) you designate. We will pay any withdrawal amount within 7 calendar days of the withdrawal effective date, unless we are required to suspend or postpone withdrawal payments. See “Other Information – Suspension of Payments or Transfers.”

Partial Withdrawals Used to Pay Investment Advisory Fees.  Some contract owners have their assets managed by one or more investment advisers. The investment advisers may assess a fee for their services. Their fees are specified in the respective account agreements and are separate from and in addition to the contract fees and expenses described in this prospectus. Some contract owners authorize their investment advisers to take one or more partial withdrawals from the contract in order to collect advisory or investment management fees. Withdrawals taken from this contract to pay such fees may be subject to a surrender charge, income tax and/or tax penalties. We encourage you to determine whether engaging in this activity is appropriate for you.

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Withdrawal Charge.  Withdrawals may be subject to a surrender charge. We will deduct any applicable surrender charge from the amount you withdraw. See “Expenses – Surrender Charge for Partial and Full Withdrawals.”

Impact of Withdrawals on Annuity Payments.  The amount available for you to withdraw is the commuted value of the remaining guaranteed annuity payments. Once a portion of the commuted value is withdrawn, the remaining guaranteed annuity payments will be reduced proportionally. If you elected a lifetime annuity option with period certain, withdrawals will affect remaining guaranteed payment amounts, but will not affect payments after the guaranteed period continuing for life. See “Commuted Value.”

Withdrawals and Elected Features.  There may be additional withdrawal impacts and restrictions if you elected any of the following: Budget Protector, Payment Protector, and Inflation Protector. See those prospectus sections for additional detail.

Death Provisions

The following is a discussion of how contract rights and annuity payments are impacted by the death of the contract owner(s), the annuitant and/or the joint annuitant.

Death Before the First Annuity Payment Date

Death of Owner.  If an owner who is not an annuitant or joint annuitant dies, the surviving owner, if any, retains ownership of the contract unless you designate otherwise. If there is no surviving owner, the beneficiary assumes ownership rights. We will pay any annuity payments to the payee(s) we have on record. The new owner may change the payee(s) on record.

Death of Annuitant.  If the Annuitant dies and:

1) if there is a surviving joint annuitant, the annuity payments will be adjusted so that they equal what would have been paid under a single life annuity option; or

2) if there is no surviving joint annuitant, the owner (or beneficiary if the owners are deceased) may elect by written request to receive:

a) a refund of the purchase payment amount allocated to the general account and the value of the purchase payment amount allocated to the separate account; or

b) the guaranteed annuity payments, if any, as specified in the elected annuity option.

Death On or After the First Annuity Payment Date

Death of Annuitant.  If the Annuitant dies and:

1) if there is a surviving joint annuitant, we will pay the remaining annuity payments, if any, to the payee(s) we have on record; or

2) if there is no surviving joint annuitant, remaining guaranteed annuity payments, if any, will stop until we receive instructions from the beneficiary(ies).

The beneficiary may elect to receive a lump sum payment of the commuted value of remaining guaranteed annuity payments. A beneficiary’s right to request the commuted value may have been restricted by the owner. Additionally, in some states there are restrictions on receiving a lump sum payment of remaining fixed guaranteed payments. If a beneficiary continues the annuity payments and later requests payment of the commuted value of remaining guaranteed annuity payments, a surrender charge may apply. See “Expenses – Surrender Charge for Partial or Full Withdrawals” and “Commuted Value.”

If upon the death of the annuitant and joint annuitant, if any, one or more of the beneficiaries is deceased and the payment allocation is in equal shares, we will evenly divide the deceased beneficiary’s allocation for distribution to the remaining beneficiaries. If the percentage allocation is unequal (example: 50%, 30%, 20%), we will divide proportionally the deceased beneficiary’s percentage for distribution to the remaining beneficiaries.

Upon the death of the annuitant and joint annuitant, if any, the owner loses all contract rights and the primary beneficiary or beneficiaries assume ownership rights. If there is more than one beneficiary, the beneficiaries will

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assume ownership rights of the contract in proportion to the beneficiary allocations designated. If no beneficiary allocations are designated, the beneficiaries will assume ownership in equal proportions. Written consent of all owners may be required to exercise any contract rights. We may at our discretion give separate ownership rights to each beneficiary.

Death of Owner.  While the annuitants are alive, upon the death of an owner, the surviving owner, if any, retains ownership of the contract unless you designate otherwise. Upon the death of the owner and joint owner, if any, the primary beneficiary or beneficiaries assume ownership rights. If there are multiple beneficiaries, they will assume ownership rights of the contract in equal proportions, regardless of any beneficiary allocations designated. However, for tax reporting purposes, we will report to each beneficiary in proportion to their designated allocations. Written consent of all beneficiaries may be required to exercise any contract rights. We may at our discretion give separate ownership rights to each beneficiary.

Beneficiary Rights

A beneficiary who assumes ownership rights has the right, subject to certain restrictions, to:

1) designate a payee, or payees to whom we will make annuity payments;

2) change allocations among investment choices;

3) make a partial or full withdrawal, subject to certain restrictions (see “Withdrawals”);

4) revoke election of Payment Protector (restrictions apply);

5) revoke election of Budget Protector (only upon death of the annuitant and joint annuitant, if any);

6) elect or revoke the Automatic Rebalancing Program (unless Payment Protector is in effect);

7) designate a beneficiary or beneficiaries (beneficiaries assume ownership rights upon death of annuitants or death of a beneficiary with current ownership rights); and

8) if the beneficiary assumes ownership rights due to death of the owner(s), change the owners (the Tax Code may restrict the right to change owners).

Processing Payments After Death

We will determine the death proceeds, if any, and commence payment as of the date we receive both due proof of death and an election of the payment method at our Service Center. Due proof of death will be one of the following:

1) a certified death certificate; or

2) a certified decree of a court of competent jurisdiction as to the finding of death; or

3) any other proof satisfactory to us.

We may adjust the annuity payment period or require a beneficiary request a lump sum payment if we are required to make the adjustment in order to comply with the Tax Code, in particular, sections 72(s) and 401(a)(9).

Default Beneficiaries

Unless you designated specific beneficiary allocations, beneficiary rights to any payment upon death will be in equal shares to the survivor(s) as follows:

1) to the joint owner (default primary beneficiary); or if there is none,

2) to the primary beneficiary(ies) who survive(s) your death and/or the annuitant’s death, as applicable; or if there are none

3) to the contingent beneficiary(ies) who survive(s) your death and/or the annuitant’s death, as applicable; or if there are none

4) to you, if the contract is owned by a non-natural person, or to your estate.

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Expenses

This section describes the charges and deductions we make under the contract to compensate us for the services and benefits we provide, costs and expenses we incur and risks we assume. We may profit from the charges deducted and we may use any such profits for any purpose, including payment of distribution expenses. These charges and deductions reduce the return on your investment in the contract. These charges and expenses are:

Separate Account Charges

Each business day we deduct certain charges from the assets of the separate account. We do this as part of our calculation of the value of the annuity units. There are three types of separate account charges: (1) the mortality and expense risk charge (2) the administrative charge and (3) charges for Payment Protector, if elected.

Mortality and Expense Risk Charge

This charge is equal, on an annual basis, to 1.10% of the daily value of the assets invested in each sub-account, after fund expenses are deducted. This charge is for:

Ÿ the mortality risk associated with the insurance benefits provided, including our obligation to make annuity payments regardless of how long the annuitant and joint annuitant, if any, live and the guarantee of rates used to determine your annuity payments;

Ÿ the expense risk that the current charges will be insufficient to cover the actual cost of administering the contract.

If the mortality and expense risk charge is not sufficient to cover the mortality and expense risk, we will bear the loss. If the amount of the charge is more than sufficient to cover the mortality and expense risk, we will make a profit on the charge. We may use this profit for any purpose, including the payment of marketing and distribution expenses for the contract.

Administrative Charge

This charge is equal, on an annual basis, to 0.15% of the daily value of the assets invested in each sub-account, after fund expenses are deducted. We assess this charge to reimburse us for all the expenses associated with the administration of the contract and the separate account. Some of these expenses are: preparation of the contract, confirmations, annual reports and statements, maintenance of contract records, personnel costs, legal and accounting fees, filing fees, and computer and systems costs.

Payment Protector Charge

If you elect Payment Protector, we will assess a charge. This charge is equal, on an annual basis, to 0.50% of the daily value of the assets invested in each sub-account, after fund expenses are deducted. If you cancel this feature, we will discontinue the charge on the date your cancellation is effective. See “MassMutual Payment Protector – How to Cancel Payment Protector.”

Surrender Charge for Partial or Full Withdrawals

You may have the right to make withdrawals from the contract (see “Withdrawals”). If you make a partial or full withdrawal, we may deduct a surrender charge from the amount you withdraw. We use this charge to cover certain expenses among which are those relating to the sale of the contract. The amount of the charge depends on the amount you withdraw and the length of time between when we issued your contract and when you make a withdrawal.

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The surrender charge is assessed as follows:

Contract Year When Withdrawal is Made*	Percentage of Amount Withdrawn
1	8%
2	8%
3	7%
4	6%
5	5%
6	4%
7	3%
8	2%
9	1%
10 or later	0%

* There are restrictions on if and when you may make a withdrawal. See “Withdrawals.”

Death Provisions and Surrender Charge.  Proceeds paid upon death are not subject to a surrender charge unless there are continuing annuity payments from the contract and at a later date, subject to contract rules, a partial or full withdrawal of remaining guaranteed payments is requested. We will then assess a surrender charge on the withdrawal. If a surrender charge is applied in this situation, the surrender charge schedule will be the one that commenced at the original contract issue date, prior to the beneficiary becoming owner.

Exchanged Contracts and Surrender Charge.  A reduced surrender charge schedule may apply under this contract if another variable annuity contract issued by us or one of our affiliated insurance companies is exchanged for this contract. Exchange programs may not be available in all states. We have the right to modify, suspend or terminate any exchange program any time without prior notification. If you want more information about our current exchange programs, contact your registered representative or our Service Center.

Premium Taxes

Some states and other governmental entities charge premium taxes or similar taxes. We are responsible for the payment of these taxes. We will deduct these taxes from your purchase payment. Premium taxes generally range from 0% to 3.5%, depending on the state.

Transfer Fee

Currently we do not assess a transfer fee. However, we reserve the right to allow twelve transfers per year and charge an amount of $20 per transfer in excess of twelve as provided in the contract.

Income Taxes and Withholding

We will make any deductions for withholding taxes that are required by law. If we incur any income taxes due to the operation of the separate account, we will deduct them from the contract. At the present time, the separate account does not incur any income tax liability.

Fund Expenses

The separate account purchases shares of the funds at net asset value. The net asset value of each fund reflects expenses already deducted from the assets of the fund. Such expenses include investment management fees and other expenses and may include acquired fund fees and expenses. For some funds, expenses may also include 12b-1 fees to cover distribution and/or certain service expenses. When you elect a fund as an investment choice, that fund’s expenses will increase the cost of your investment in the contract. See each fund’s prospectus for more information regarding these expenses.

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Commuted Value

Calculating the Commuted Value of Remaining Payments.  If you request a withdrawal of remaining guaranteed payments, if you make a transfer between a variable and fixed investment choice, if you request a change in the guaranteed period of the period certain only annuity option or if we make a payment upon death, we will utilize the “commuted value” when making those transactions. The commuted value for withdrawals, change of guaranteed period and payments upon death will only reflect the present value of remaining guaranteed payments. The commuted value for transfers will also reflect the present value of any payments which continue for life after the guaranteed period. Transfers and withdrawals may also be subject to a deduction for fees. See “Expenses – Surrender Charge for Partial or Full Withdrawals” and “Expenses – Transfer Fee.”

For Variable Annuity Payments

We determine the commuted value of variable annuity payments by using the assumed investment rate (AIR) you elect for your contract (i.e., 1%, 3% or 5%).

Payments for a Guaranteed Period.  For variable annuity payments that continue for a guaranteed period, we determine the commuted value by using the AIR as of the date of the transfer, withdrawal or change of guaranteed period.

Payments for Life.  For variable annuity payments that continue for life after the guaranteed period, we determine the commuted value by using current attained age mortality and the AIR as of the date of the transfer.

For Fixed Annuity Payments

Payments for a Guaranteed Period.  For fixed annuity payments that continue for a guaranteed period, we determine the commuted value by using the adjusted contract rate calculated as of the date of the transfer, withdrawal or change of guaranteed period. We calculate the adjusted contract rate as follows:

Adjusted Contract Rate = Contract Rate + A – B.

Contract Rate: the Contract Rate is an interest rate we establish on the day we issue your contract.

A = the withdrawal yield

We determine the withdrawal yield as follows: “A” is the yield on the Constant Maturity Treasury Note as of the date we calculate the present value. The duration of that note will be equal to the number of years from the date of the calculation until the final guaranteed payment is due, divided by 2. Any resulting fraction (in years) will be rounded up to the next whole number.

B = the issue yield

We determine the issue yield as follows: “B” is the yield on the Constant Maturity Treasury Note as of the later of the date the allocation was made to the general account or the date of the most recent period certain annuity option change. The duration of that note will be equal to the number of years from the later of the date the amount was applied to the general account or the date of the most recent period certain annuity option change, until the final payment is due, divided by 2. Any resulting fraction (in years) will be rounded up to the next whole number.

Payments for Life.  For fixed annuity payments that continue for life after the guaranteed period, we determine the present value by using the current attained age mortality and by using the adjusted contract rate we calculate as of the date of the transfer:

Adjusted Contract Rate = Contract Rate + C – D.

Contract Rate: The Contract Rate is an interest rate we establish on the day we issue your contract.

C = Withdrawal Yield

We determine the withdrawal yield as follows: “C” is the yield on the Constant Maturity Treasury Note as of the date we calculate the present value. The duration of that note will be equal to the number of years of expected future lifetime of the annuitants using current attained age mortality, divided by 2. Any resulting fraction will be rounded up to the next whole number.

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D = Issue Yield

We determine the issue yield as follows: “D” is the yield on the Constant Maturity Treasury Note as of the later of the date the allocation was applied to the general account or the date of the most recent period certain annuity option change. The duration of that note will be equal to the number of years of expected future lifetime of the annuitants from the later of the date the amount was applied to the general account or the date of the most recent period certain annuity option change, until the final payment is due, divided by 2. Any resulting fraction will be rounded up to the next whole number.

Constant Maturity Treasury Note Yields.   Constant Maturity Treasury Note yields are published in the daily H.15 updates by the Federal Reserve Statistical Releases. If a yield is not available for the applicable duration, rates will be interpolated. If the Constant Maturity Treasury Note yields are no longer available, we will use a substantially similar alternative.

Calculating Variable Annuity Payments

If you elect variable annuity payments, those payments will fluctuate based on the investment performance of the sub-accounts you elect as investment choices.

Amount of Variable Annuity Payments.  We determine the value of the next variable annuity payment based on the number of annuity units credited to your annuity option and the value of those units as of five calendar days prior to the scheduled annuity payment date.

Variable Annuity Units.  We use annuity units to account for all amounts allocated to or withdrawn from the sub-accounts. When we receive the necessary information to process a transaction, we determine the number of annuity units by dividing the amount allocated to (or the amount withdrawn from) the sub-account by the dollar value of one annuity unit of the sub-account as of the end of the business day during which the request for the transaction is received in good order at our Service Center.

When you purchase the contract, the number of annuity units is determined as follows:

Ÿ the amount of your purchase payment applied to a sub-account; multiplied by

Ÿ your annuity purchase rate; divided by

Ÿ the value of one annuity unit in that sub-account on the date we issue your contract.

The annuity purchase rate is determined based on the annuity option and assumed investment rate chosen at the time we issue your contract.

Variable Annuity Unit Value.  At the inception date of a sub-account, we arbitrarily set the annuity unit value at $10. At the end of each subsequent business day we calculate the annuity unit value for each sub-account as follows:

1) the net investment factor for the current valuation period is multiplied by the value of the annuity unit for the sub-account for the immediately preceding valuation period; then

2) the result in (1) is divided by an assumed investment rate factor. The assumed investment rate factor equals 1.00 plus the assumed investment rate for the number of days since the preceding valuation date.

The net investment factor for each sub-account is determined by dividing A by B and subtracting C where:

Ÿ A is equal to:

i) the net asset value per share of the underlying fund of the sub-account for the current valuation period; plus

ii) any dividend per share declared on behalf of the underlying fund that has an ex-dividend date within the current valuation period; less

iii) the cumulative charge or credit for taxes reserved which we determine is a result from the operation or maintenance of the sub-account.

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Ÿ B is the net asset value per share of the underlying fund of the sub-account for the immediately preceding valuation period.

Ÿ C is the cumulative unpaid charge for the separate account annual expenses applicable to your contract.

See “Appendix A – Annuity Payment Examples” for additional information.

Business Days & Non-Business Days

Our business day closes when the New York Stock Exchange business day closes. The New York Stock Exchange business day usually closes at 4:00 p.m. Eastern time. Our non-business days are those days when the New York Stock Exchange is closed.

Federal Taxes

The information in this prospectus is general and is not an exhaustive discussion of all tax questions that might arise under the contract. The information is not written or intended as tax or legal advice, and may not be relied upon for purposes of avoiding any federal tax penalties. You should consult a tax adviser about your own circumstances. In addition, we do not profess to know the likelihood that current federal income tax laws and Treasury Regulations or the current interpretations of the Internal Revenue Code, Regulations, and other guidance will continue. We cannot make any guarantee regarding the future tax treatment of any contract. We reserve the right to make changes in the contract to assure that it continues to qualify as an annuity for tax purposes.

No attempt is made in this prospectus to consider any applicable state or other tax laws.

Taxation of the Company.  MassMutual is taxed as a life insurance company under the Internal Revenue Code of 1986, as amended (Code). For federal income tax purposes, the separate account is not a separate entity from MassMutual, and its operations form a part of MassMutual.

Annuities in General.  Annuity contracts are a means of both setting aside money for future needs - usually retirement - and for providing a mechanism to administer the payout of those funds. Congress recognized how important providing for retirement was and created special rules in the Code for annuities. Simply stated, these rules provide that you will generally not be taxed on the earnings on the money held in your annuity contract until you take the money out. This is referred to as tax deferral.

Diversification.  Code Section 817(h) imposes certain diversification standards on the underlying assets of variable annuity contracts. The Code provides that a variable annuity contract will not be treated as an annuity contract for any period (and any subsequent period) for which the investments are not, in accordance with regulations prescribed by the United States Treasury Department, adequately diversified. Disqualification of the contract as an annuity contract would result in a loss of tax deferral, meaning the imposition of federal income tax to the owner with respect to earnings under the contract prior to the receipt of payments under the contract. We intend that all investment portfolios underlying the contracts will be managed in such a manner as to comply with these diversification requirements.

Investor Control of Assets.  For variable annuity contracts, tax deferral also depends on the insurance company, and not you, having control of the assets held in the separate accounts. You can transfer among the sub-accounts of the separate account to another but cannot direct the investments each underlying fund makes. If you have too much investor control of the assets supporting the separate account funds, then you will be taxed on the gain in the contract as it is earned rather than when it is withdrawn. The Internal Revenue Service (IRS) has provided some guidance on investor control by issuing Revenue Rulings 2003-91 and 2003-92, but some issues remain unclear. One unanswered question is whether an owner will be deemed to own the assets in the contract if the variable contract offers too large a choice of funds in which to invest, and if so, what that number might be. We do not know if the IRS will issue any further guidance on this question. We do not know if any guidance would have a retroactive effect. Consequently, we reserve the right to modify the contract, as necessary, so that you will not be treated as having investor control of the assets held under the separate account.

Qualified Contracts.  Your contract is referred to as a qualified contract if it is purchased under a qualified retirement plan (qualified plan) such as an Individual Retirement Annuity (IRA), Roth IRA, tax-sheltered annuity

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plan (TSA or TSA plan), corporate pension and profit-sharing plan (including 401(k) plans and H.R. 10 plans), or a governmental 457(b) deferred compensation plan. Qualified plans are subject to various limitations on eligibility, contributions, transferability and distributions based on the type of plan. The tax rules regarding qualified plans are very complex and will have differing applications depending on individual facts and circumstances. You should consult a tax adviser as to the tax treatment and suitability of such an investment.

Taxation of participants in each qualified plan varies with the type of plan and terms and conditions of each specific plan. Owners, annuitants and beneficiaries are cautioned that benefits under a qualified plan may be subject to the terms and conditions of the plan regardless of the terms and conditions of the contracts issued pursuant to the plan. Some retirement plans are subject to distribution and other requirements that are not incorporated into our administrative procedures. Owners, participants and beneficiaries are responsible for determining that contributions, distributions and other transactions with respect to the contracts comply with applicable law.

Contracts issued under a qualified plan include special provisions restricting contract provisions that may otherwise be available as described in this prospectus. Generally, contracts issued under a qualified plan are not transferable. Various penalty and excise taxes may apply to contributions or distributions made in violation of applicable limitations. Furthermore, certain withdrawal penalties and restrictions may apply to distributions from qualified contracts. See “Taxes – Taxation of Qualified Contracts.”

Eligible rollover distributions from an IRA, TSA, qualified plan or governmental 457(b) deferred compensation plan may be rolled over into another IRA, TSA, qualified plan or governmental 457(b) deferred compensation plan, if permitted by the plan.

On July 6, 1983, the Supreme Court decided in Arizona Governing Committee v. Norris that optional annuity benefits provided under an employer’s deferred compensation plan could not, under Title VII of the Civil Rights Act of 1964, vary between men and women. The contracts we sell in connection with qualified plans use annuity tables which do not differentiate on the basis of sex. Such annuity tables are also available for use in connection with certain non-qualified deferred compensation plans.

Following are general descriptions of the types of qualified plans with which the contracts may be used. Such descriptions are not exhaustive and are for general informational purposes only. The tax rules regarding qualified plans are very complex and will have differing applications depending on individual facts and circumstances. You should consult a tax adviser as to the tax treatment and suitability of your investment.

Individual Retirement Annuities.  Code Section 408(b) permits eligible individuals to contribute to an individual retirement program known as an Individual Retirement Annuity (IRA). IRAs are subject to limitations on eligibility, contributions, transferability and distributions. See “Taxes – Taxation of Qualified Contracts.” For 2013, IRA contributions are limited to the lesser of $5,500 or 100% of compensation, and an additional catch-up contribution of $1,000 is available for individuals age 50 and over. Contributions are deductible, unless you are an active participant in a qualified plan and your modified adjusted gross income exceeds certain limits. Contracts issued for use with IRAs are subject to special requirements by the Code, including the requirement that certain informational disclosure be given to persons desiring to establish an IRA. You should consult a tax adviser as to the tax treatment and suitability of such an investment.

SEP IRAs.  Code Section 408(k) permits certain employers to establish IRAs for employees that qualify as Simplified Employee Pension (SEP) IRAs. Contributions to the plan for the benefit of employees will not be includible in the gross income of the employees until distributed from the plan. SEP IRAs are treated as defined contribution plans for purposes of the limits on employer contributions. Employer contributions cannot exceed the lesser of i) $51,000 or ii) 100% of compensation (a maximum of $255,000 of compensation may be considered) for 2013. The employee may treat the SEP account as a traditional IRA and make deductible and non-deductible contributions if the general IRA requirements are met. SEP IRAs are subject to additional restrictions, including on items such as: the form, manner and timing of distributions; transferability of benefits; vesting and nonforfeitability of interests; nondiscrimination in eligibility and participation; and the tax treatment of distributions, withdrawals and surrenders. See “Taxes – Taxation of Qualified Contracts.” You should consult a tax adviser as to the tax treatment and suitability of such an investment.

Section 1035 Tax Free Exchanges.  Code Section 1035 provides that a life insurance, endowment, or annuity contract may be exchanged for an annuity contract on a tax free basis. When this type of exchange occurs, the gain

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in the original contract is preserved in the new contract by transferring the cost basis under the original contract to the new contract. The IRS has provided guidance on the partial exchange of an annuity contract for another annuity contract. According to the guidance, partial exchanges occurring on or after October 24, 2011 will be tax free if no distribution takes place from either contract within 180 days after the exchange. If a distribution occurs within 180 days after the exchange, the IRS will apply general tax principles to determine the tax treatment of the transfer. The limitation on distributions within 180 days does not apply to annuity payments that are based on life expectancy or on a period certain of 10 or more years. You should consult a tax adviser before entering into any 1035 exchange.

Partial exchanges which occurred prior to October 24, 2011 were subject to more restrictive guidance. You should consult a tax adviser if you have questions regarding the taxation of a prior exchange.

Beginning January 1, 2010, the Pension Protection Act of 2006 permits the exchange of an annuity contract for a qualified long-term care contract to qualify as a tax free 1035 exchange. However, if the annuity contract is an immediate annuity, there is uncertainty and a lack of guidance regarding whether the exchange can qualify. Therefore, if an immediate annuity contract or the resulting payments are exchanged for a qualified long-term care contract, we will not treat that as a tax free 1035 exchange.

Non-Qualified Contract.  If you purchase the annuity contract as an individual and not under any tax-qualified retirement plan, specially sponsored program or an individual retirement annuity, your contract is referred to as a non-qualified contract. The contract is intended to be a single premium immediate annuity.

Qualified Contracts.  If you purchase the contract as an individual retirement annuity (IRA) that meets the requirements of Code Section 408, your contract is referred to as a qualified contract. IRAs are subject to limitations on eligibility, contributions, transferability and distributions. Since this contract is intended to be a single premium immediate annuity, the only contributions accepted will be eligible rollover contributions from certain qualified plans or trustee-to-trustee transfers from another IRA. Sales of contracts for use with IRAs are subject to special requirements imposed by the Code, including the requirement that certain informational disclosure be given to persons desiring to establish an IRA. You should consult a tax adviser as to the tax treatment and suitability of such an investment.

Taxation of Non-Qualified Contracts.  You, as the owner of a non-qualified annuity, will generally not be taxed on any increases in the value of your contract until a distribution occurs. There are different rules as to how you are taxed depending on whether the distribution is an annuity payment or a withdrawal.

Annuity Payments.  Annuity payments occur as the result of the contract reaching its annuity start date. For an immediate annuity the purchase date is generally treated as the annuity start date. A portion of each annuity payment is treated as a partial return of your purchase payments and is not taxed. The remaining portion of the annuity payment is treated as ordinary income. The annuity payment is divided between these taxable and non-taxable portions based on the calculation of an exclusion amount. The exclusion amount for annuity payments based on a fixed annuity option is determined by multiplying the payment by the ratio that the cost basis of the contract (adjusted for any period certain or refund feature) bears to the expected return under the contract. The exclusion amount for annuity payments based on a variable annuity option is determined by dividing the cost basis of the contract (adjusted for any period certain or refund guarantee) by the number of years over which the annuity is expected to be paid. Annuity payments received after you have recovered all of your purchase payment are fully taxable. See “Federal Taxes – Income Tax Reporting and Withholding.”

Withdrawals.  Generally, withdrawals from an annuity are considered to come first from earnings in the contract and then from a return of purchase payment. However, withdrawals taken from a contract for which annuity payments have begun are taxed differently, and depend on whether the withdrawal is a partial withdrawal or a withdrawal in full satisfaction of the annuity contract. A portion of each partial withdrawal is treated as a return of your purchase payment with the remaining portion treated as ordinary income. This allocation is determined by an exclusion amount which is calculated by multiplying the remaining cost basis at the time of the withdrawal by the percentage reduction in the remaining annuity payments. A withdrawal in full surrender of the annuity contract will be treated as ordinary income to the extent that the amount received is in excess of the remaining cost basis in the contract.

The Code also provides that any amount received (both annuity payments and withdrawals) under an annuity contract which is included in income may be subject to a tax penalty. The amount of the penalty is an additional

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tax equal to 10% of the amount that is includible in income. Some withdrawals will be exempt from the penalty. They include any amounts:

1) paid on or after you reach age 59 ¹⁄₂;

2) paid to your beneficiary after you die;

3) paid if you become totally disabled (as that term is defined in the Code);

4) paid in a series of substantially equal periodic payments made annually (or more frequently) for your life or life expectancy or for the joint lives or joint life expectancies of you and your designated beneficiary;

5) paid under an immediate annuity; or

6) which come from purchase payments made before 8/14/1982.

With respect to (5) above, an immediate annuity is defined as a single premium contract which provides for substantially equal periodic payments to begin within one year of the purchase date of the contract. The IRS has taken the position that in most cases a deferred annuity contract that is exchanged for a single premium immediate annuity will not meet the definition of an immediate annuity for purposes of the penalty exception. If an annuity contract does not meet the immediate annuity exception because it was established through a 1035 exchange from a deferred annuity, it is still eligible to meet one of the other exceptions.

With respect to (4) above, if the series of substantially equal periodic payments is modified before the later of your attaining age 59 ¹⁄₂ or 5 years from the date of the first periodic payment, then the tax for the year of the modification is increased by an amount equal to the tax which would have been imposed (the 10% tax penalty), but for the exception, plus interest for the tax years in which the exception was used. The rules governing substantially equal periodic payments are complex. You should consult a tax adviser for more specific information.

Multiple Contracts.  The Code provides that multiple non-qualified annuity contracts which are issued within a calendar year to the same owner by one company or its affiliates are treated as one annuity contract for purposes of determining the tax consequences of any distribution. Such treatment may result in adverse tax consequences including more rapid taxation of the distributed amounts from such combination of contracts. This rule does not apply to immediate annuities.

Distributions After Death of Owner.  In order to be treated as an annuity contract for federal income tax purposes, Code Section 72(s) requires any non-qualified contract to contain certain provisions specifying how your interest in the contract will be distributed in the event of the death of an owner of the contract. Specifically, Code Section 72(s) requires that a) if any owner dies on or after the annuity start date, but prior to the time the entire interest in the contract has been distributed, the entire interest in the contract will be distributed at least as rapidly as under the method of distribution being used as of the date of such owner’s death; and b) if any owner dies prior to the annuity start date, the entire interest in the contract will be distributed within five years after the date of such owner’s death. These requirements will be considered satisfied as to any portion of an owner’s interest which is payable to or for the benefit of a designated beneficiary and which is distributed over the life of such designated beneficiary or over a period not extending beyond the life expectancy of that beneficiary, provided that such distributions begin within one year of the owner’s death. The designated beneficiary refers to a natural person designated by the owner as a beneficiary and to whom ownership of the contract passes by reason of death. However, if the designated beneficiary is the surviving spouse of the deceased owner, the contract may be continued with the surviving spouse as the new owner. The non-qualified contracts contain provisions that are intended to comply with these Code requirements, although no regulations interpreting these requirements have yet been issued. We intend to review such provisions and modify them if necessary to assure that they comply with the applicable requirements when such requirements are clarified by regulation or otherwise.

Taxation of Qualified Contracts.  If you have no cost basis for your interest in a qualified contract, the full amount of any distribution is taxable to you as ordinary income. If you do have a cost basis for all or some of your interest, a portion of the distribution is taxable, generally based on the ratio of your cost basis to your total contract value.

Code Section 72(t) imposes a 10% penalty tax on the taxable portion of any distribution from tax-qualified retirement plans, including contracts issued and qualified as IRAs under Code Section 408. Exceptions from the penalty tax applicable to IRAs are as follows:

1) distributions made on or after you reach age 59 ¹⁄₂;

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2) distributions made after your death;

3) distributions made that are attributable to the employee being disabled as defined in the Code;

4) distributions that are part of a series of substantially equal periodic payments made not less frequently than annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary;

5) distributions made to you up to the amount allowable as a deduction to you under Code Section 213 for amounts you paid during the taxable year for medical care;

6) distributions made on account of an IRS levy made on a tax-qualified retirement plan or IRA;

7) distributions from an IRA for the purchase of medical insurance (as described in Code Section 213(d)(1)(D)) for you and your spouse and dependents if you received unemployment compensation for at least 12 weeks and have not been re-employed for at least 60 days;

8) certain qualified reservist distributions;

9) distributions from an IRA to the extent they do not exceed your qualified higher education expenses (as defined in Code Section 72(t)(7)) for the taxable year; and

10) distributions from an IRA which are qualified first-time homebuyer distributions (as defined in Code Section 72(t)(8)).

With respect to (4) above, if the series of substantially equal periodic payments is modified before the later of your attaining age 59 ¹⁄₂ or 5 years from the date of the first periodic payment, then the tax for the year of the modification is increased by an amount equal to the tax which would have been imposed (the 10% penalty tax) but for the exception, plus interest for the tax years in which the exception was used. The IRS has indicated that a modification will occur if, after the first valuation date there is i) any addition to the account balance other than gains or losses, ii) any nontaxable transfer of a portion of the account balance to another retirement plan, or iii) a rollover by the taxpayer of the amount received resulting in such amount not being taxable. The rules governing substantially equal periodic payments are complex. You should consult a tax adviser or IRS Revenue Ruling 2002-62 for more specific information.

Required Minimum Distribution for Qualified Contracts. For qualified contracts, distributions generally must begin no later than April 1st of the calendar year following the later of a) the year in which you attain age 70 ¹⁄₂ or b) the calendar year in which you retire. The date set forth in (b) does not apply to an IRA. Required distributions generally must be over a period not exceeding your life or life expectancy or the joint lives or joint life expectancies of you and your designated beneficiary. Upon your death, additional distribution requirements are imposed. If your contract has not entered the income phase and your death occurs after your required beginning date, distributions must be made at least as rapidly as under the method in effect at the time of your death or over the life or life expectancy of the designated beneficiary. If your contract has not entered the income phase and your death occurs before your required beginning date, the remaining interest must be distributed within 5 years or over the life or life expectancy of the designated beneficiary. If your death occurs after your contract has entered the income phase, distributions must be made at least as rapidly as under the method in effect at the time of your death. If required minimum distributions are not made, a 50% penalty tax is imposed on the amount that should have been distributed.

The Regulations under Code Section 401(a)(9) include a provision that could increase the dollar amount of required minimum distributions for individuals who fund their IRA or tax-qualified retirement plan with an annuity contract. During the accumulation phase of the annuity contract, Treasury Regulations Section 1.401(a)(9)-6, Q&A-12 requires that individuals add the actuarial present value of any additional benefits provided under the annuity (such as certain living or death benefits) to the dollar amount credited to the owner or beneficiary under the contract in order to determine the fair market value of the contract. A larger fair market value will result in the calculation of a higher required minimum distribution amount. You should consult a tax adviser to determine how this may impact your specific circumstances.

Taxation of Death Benefit Proceeds.  Amounts may be distributed from a contract because of your death or the death of the annuitant. Generally, such amounts are includible in the income of the recipient as follows: i) if

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distributed in a lump sum, they are taxed in the same manner as a full withdrawal of the contract; or ii) if distributed under a payout option, they are taxed in the same way as annuity payments.

Income Tax Reporting and Withholding.  Federal law requires that we file an information return on Form 1099-R with the IRS (with a copy to you) reporting any taxable amounts paid to you under the annuity contract. By January 31st of the calendar year following the year of any payment(s), we will issue the Form 1099-R to the owner of the annuity contract. Following the death of the owner the Form 1099-R will be sent to each beneficiary who receives a payment under the contract.

The portion of any distribution that is includible in the gross income of the owner is subject to federal income tax withholding. The amount of the withholding depends on the type of distribution. Withholding for periodic payments is at the same rate as wages and at the rate of 10% from non-periodic payments. However, the owner, in most cases, may elect not to have taxes withheld or to have withholding done at a different rate (but not lower). Distributions from certain retirement plans, excluding IRAs, that are not directly rolled over to another eligible retirement plan or IRA, are subject to a mandatory 20% withholding. The 20% withholding requirement generally does not apply to a) a series of substantially equal payments made at least annually for i) the life or life expectancy of the owner, or joint and last survivor expectancy of the owner and a designated beneficiary, or ii) for a specified period of 10 years or more, or b) distributions which are required minimum distributions. You should consult a tax adviser regarding withholding requirements.

Generation Skipping Transfer Tax Withholding.  Under certain circumstances, the Code may impose a generation skipping transfer tax when all or part of an annuity contract is transferred to, or a death benefit is paid to, an individual two or more generations younger than the owner. Regulations issued under the Code may require us to deduct the tax from your contract, or from any applicable payment, and pay it directly to the IRS.

Medicare Hospital Insurance Tax.  Effective for tax years beginning after December 31, 2012, a Medicare Hospital Insurance Tax (known as the Unearned Income Medicare Contribution) applies to all or part of a taxpayer’s net investment income, at a rate of 3.8%, when certain income thresholds are met. Net investment income is defined to include, among other things, non-qualified annuities and net gain attributable to the disposition of property. Under proposed regulations issued in 2012, it appears that the taxable portion of any distribution from a non-qualified annuity contract – including surrenders, withdrawals, and annuity payments – is included in net investment income. Net investment income also includes the gain from the sale of a non-qualified annuity contract. Taxpayers may rely on the proposed regulations for purposes of compliance with the tax until the effective date of final regulations. Under current guidance, we are required to report to the IRS whether a distribution is potentially subject to the tax. You should consult a tax adviser as to the potential impact of the Medicare Hospital Insurance Tax on your contract.

Non-Resident Aliens and Foreign Entities.  Generally, a distribution from a contract to a non-resident alien or foreign entity is subject to federal tax withholding at a rate of 30% of the amount of income that is distributed. A non-resident alien is a person who is neither a citizen, nor a resident, of the United States of America (U.S.). We are required to withhold the tax and send it to the IRS. Some distributions to non-resident aliens or foreign entities may be subject to a lower (or no) tax if a treaty applies. In order to obtain the benefits of such a treaty, the non-resident alien must claim the treaty benefit on Form W-8BEN (or the equivalent form), providing us with 1) proof of residency (in accordance with IRS requirements), and 2) a U.S. individual taxpayer identification number. If the above conditions are not met, we will withhold 30% of the income from the distribution. Additionally, U.S. withholding may occur with respect to certain entity owners (including foreign financial institutions and non-financial foreign entities (such as corporations, partnerships, and trusts)) at a 30% rate without regard to lower treaty rates.

Same-Sex Marriage.  Certain states treat individuals in a same-sex marriage, civil union or domestic partnership as spouses for purposes of state law. However, current federal income tax law only recognizes spouses if they are married individuals of the opposite sex. Consequently, certain transactions such as a change of ownership or continuation of the contract after death will be reported as taxable if the individuals involved in the transaction are of the same sex, despite their treatment as spouses under state law. You should consult a tax adviser to determine proper federal and state tax treatment of any of the transactions described above.

Non-Natural Owner.  When a non-qualified contract is owned by a non-natural person (e.g., a corporation, limited liability company, partnership or certain other entities) the contract will generally not be treated as an annuity for

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tax purposes. This treatment is not generally applied to a contract held by a trust or other entity as an agent for a natural person. This treatment also does not apply to a contract that qualifies as an immediate annuity. Before purchasing a contract to be owned by a non-natural person or changing ownership on an existing contract that will result in it being owned by a non-natural person, you should consult a tax adviser to determine the tax impact.

State versus Federal Tax.  On June 7, 2001, President Bush signed into law the Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA). Some of EGTRRA’s provisions include increased contribution limits for qualified retirement plans, catch-up contribution limits for eligible participants and enhanced rollover opportunities. It is important to note that some states do not automatically conform their state income tax codes to reflect changes to the federal income tax code. Consequently, these states will not follow the provisions enacted by EGTRRA until they conform their income tax codes to the federal code. This nonconformity may result in state income tax consequences to participants of qualified retirement arrangements. Accordingly, participants of qualified retirement arrangements should consult a tax adviser to determine whether any adverse state income tax consequences would result from their compliance with EGTRRA’s provisions.

Other Information

Distribution

The contracts are sold by both registered representatives of MML Investors Services, LLC (MMLIS), a subsidiary of MassMutual, and by registered representatives of other broker-dealers who have entered into distribution agreements with MML Distributors, LLC (MML Distributors), a subsidiary of MassMutual. Pursuant to separate underwriting agreements with MassMutual and the separate account, MMLIS serves as principal underwriter of the contracts sold by its registered representatives and MML Distributors serves as principal underwriter of the contracts sold by registered representatives of other broker-dealers who have entered into distribution agreements with MML Distributors.

Both MMLIS and MML Distributors are registered with the Securities and Exchange Commission as broker-dealers under the Securities Exchange Act of 1934 and are members of the Financial Industry Regulatory Authority (FINRA). Commissions for sales of the contract by MMLIS registered representatives are paid on behalf of MMLIS to its registered representatives. Commissions for sales of the contract by registered representatives of other broker-dealers are paid on behalf of MML Distributors to those broker-dealers. MMLIS and MML Distributors also receive compensation for their actions as principal underwriters of the contracts.

Additional Compensation Paid to MMLIS.  Most MMLIS registered representatives are also MassMutual insurance agents, and as such, are eligible for certain cash and non-cash benefits from MassMutual. Cash compensation includes bonuses and allowances based on factors such as sales, productivity and persistency. Non-cash compensation includes various recognition items such as prizes and awards as well as attendance at, and payment of the costs associated with attendance at, conferences, seminars and recognition trips. Sales of this contract may help these registered representatives and their supervisors qualify for such benefits. MMLIS registered representatives who are also general agents or sales managers of MassMutual also may receive overrides, allowances and other compensation that is based on sales of the contract by their registered representatives.

Additional Compensation Paid to Certain Broker-Dealers.  We and MML Distributors make additional commission payments to certain broker-dealers in the form of sales-based payments. We also make cash payments and non-cash payments to certain broker-dealers. The sales-based payments are made to participate in those broker-dealers’ preferred provider programs or marketing support programs, or to otherwise promote this contract. Sales-based payments are paid on each sale of the contract. Cash payments are made to attend sales conferences and educational seminars sponsored by certain broker-dealers. Non-cash payments include various promotional items. The total compensation paid for the sale of this contract, including commissions and cash payments, reflects one or a combination of the following: up to 8% of purchase payments made to a contract; up to 10% of annuity payments generated from a contract; or up to 1.5% of annuity reserves. For a list of the broker-dealers to whom we currently pay additional compensation for selling this contract, visit www.massmutual.com/legal/compagreements or call our Service Center at the number shown on page 1 of this prospectus.

The additional compensation arrangements described in the preceding paragraphs are not offered to all broker-dealers and the terms of such arrangements may differ among broker-dealers. Such payments may give us greater

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access to the registered representatives of the broker-dealers that receive such compensation or may influence the way that a broker-dealer markets the contract. Any such compensation will be paid by MML Distributors or us and will not result in any additional direct charge to you. The additional compensation arrangements may provide a registered representative with an incentive to sell this contract over other available variable annuity contracts whose issuers do not provide such compensation or who provide lower levels of such compensation. You may want to take these compensation arrangements into account when evaluating any recommendations regarding this contract. You may contact your broker-dealer or registered representative to find out more information about the compensation they may receive in connection with your purchase of a contract. We intend to recoup a portion of the cash and non-cash compensation payments that we make through the assessment of certain charges described in this prospectus. We may also use some of the 12b-1 distribution fee payments and other payments that we receive from certain funds to help us make these cash and non-cash payments.

Special Arrangements

For certain group or sponsored arrangements there may be expense savings that could be passed on to the customer because our cost for sales, administration, and mortality generally vary with the size of the customer. We will consider factors such as the size of the group, the nature of the sale, the expected purchase payment volume, and other factors we consider significant in determining whether to reduce charges. Subject to applicable state laws and regulations, we reserve the right to reduce the mortality and expense risk charge, the administrative charge, or any other charge that is appropriate to reflect any expense savings. We will make any reductions according to our rules in effect when an application for a contract is approved. We may change these rules from time to time. Any reduction in charges will reflect differences in costs or services, and will not be unfairly discriminatory.

We reserve the right to modify or terminate this arrangement.

Electronic Transmission of Application Information

Upon agreement with a limited number of broker-dealers and in certain conditions, we will accept electronic data transmissions of application information. Contact our Service Center for more information.

Assignment

Generally, you may not assign the contract as collateral to another person or entity. Any purported assignment will be null and void. In certain states, the contract may be assignable, but not without our approval. We will refuse or accept any request to assign this contract on a non-discriminatory basis. Please refer to your contract.

We must receive written notice of the assignment for any assignment we allow to be binding on us. We will not be liable for any payment or other action we take in accordance with the contract before we receive notice of the assignment. You may be subject to tax consequences if you assign your contract.

Voting Rights

We are the legal owner of the fund shares. When a fund solicits proxies in conjunction with a vote of shareholders, we are required to obtain, from you and other owners, instructions as to how to vote those shares. When we receive those instructions, we will vote all of the shares for which we have not received voting instructions, in proportion to those instructions. This will also include any shares that we own on our own behalf. This may result in a small number of owners controlling the outcome of the vote. If we determine that we are no longer required to comply with the above, we will vote the shares in our own right.

We determine the number of shares you may vote based on our liability for future variable monthly annuity payments.

Changes to the Contract

We reserve the right to amend the contract to meet the requirements of applicable federal or state laws or regulations, or as otherwise provided in the contract. We will notify you by written notice of such amendments.

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Suspension of Payments or Transfers

We may be required to suspend or postpone transfers from the funds or payments from the funds for withdrawals or death benefits during any period when:

Ÿ the New York Stock Exchange is closed (other than customary weekend and holiday closings);

Ÿ trading on the New York Stock Exchange is restricted;

Ÿ an emergency exists as a result of which disposal of shares of the funds is not reasonably practicable or we cannot reasonably value the shares of the funds; or

Ÿ during any other period when the Securities and Exchange Commission, by order, so permits for your protection.

We reserve the right to defer payment for a withdrawal from the general account for the period permitted by law but not for more than six months.

If, pursuant to the Securities and Exchange Commission’s rules, a money market fund (Fund) suspends payment of redemption proceeds in connection with a liquidation of the Fund, we will delay payment of any transfer, withdrawal or death benefit from the applicable money market sub-account until the Fund is liquidated.

Termination of Contract

We will terminate your contract upon the occurrence of any of the following events: 1) the date of the last annuity payment; 2) the date of the last payment upon death to the last beneficiary; or 3) the date your contract is returned under the right to examine contract provision. Additionally, in most states, if the annuity option in effect would not have been available based on misinformation provided to us regarding age and sex we reserve the right to terminate your contract.

Anti-Money Laundering

Federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances, require us to reject a purchase payment or block a contract owner’s ability to make certain transactions and thereby refuse to accept any request for transfers, withdrawals, or death benefits, until instructions are received from the appropriate regulator. We may also be required to provide additional information about you and your contract to government regulators.

Our Ability to Make Payments Under the Contract

Our Claims-Paying Ability.  Our “claims-paying ability” is our ability to meet any contractual obligation we have to pay-out amounts under the contract. These amounts include death benefits, annuity payments, withdrawals and any amounts paid out through the contract’s additional features. It is important to note that there is no guarantee that we will always be able to meet our claims-paying obligations, and as with any insurance product, there are risks to purchasing this contract. For this reason, you should consider our financial strength and claims-paying ability to meet our obligations under the contract when purchasing a contract and making investment decisions.

Obligations of Our Separate Account.  Contract value you allocate to the funds is maintained in our separate account. Any withdrawals or transfers of contract value from the funds will be taken from the separate account. We cannot use the separate account’s assets to pay any of our liabilities other than those arising from the contracts. See “Investment Choices – The Separate Account.”

Obligations of Our General Account.  Contract value you allocate to the fixed accounts is maintained in our general account. The assets of our general account support our insurance and annuity obligations and are subject to our general liabilities from our business operations and to claims by our creditors. We use general account assets for many purposes including to pay death benefits, annuity payments, withdrawals and transfers from the fixed accounts and to pay amounts we provide to you through an elected additional feature that are in excess of your contract value allocated to the separate account.

Because of exemptive and exclusionary provisions, the general account, unlike the separate account, has not been registered under the Securities Act of 1933 (1933 Act) or the Investment Company Act of 1940 (1940 Act). Because of this, the general account is generally not subject to the provisions of the 1933 Act or the 1940 Act and

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the Securities and Exchange Commission staff has not reviewed the disclosures in this prospectus that relate to the general account. However, disclosures regarding the general account are subject to certain generally applicable provisions of the federal securities laws that require complete and accurate statements in prospectuses.

Our Financial Statements

We encourage both existing and prospective owners to read and understand our financial statements. Our audited statutory financial statements and those of the separate account are included in the Statement of Additional Information (SAI). You can request an SAI by contacting our Service Center at the number or address on page 1 of this prospectus.

Legal Proceedings

The Company is subject to legal and regulatory actions, including class action lawsuits, in the ordinary course of its business. Our pending legal and regulatory actions include proceedings specific to us, as well as proceedings generally applicable to business practices in the industry in which we operate. From time to time, we also are subject to governmental and administrative proceedings and regulatory inquiries, examinations, and investigations in the ordinary course of our business. In addition, we, along with other industry participants, may occasionally be subject to investigations, examinations, and inquiries (in some cases industry-wide) concerning issues upon which regulators have decided to focus. Some of these proceedings involve requests for substantial and/or unspecified amounts, including compensatory or punitive damages.

While it is not possible to predict with certainty the ultimate outcome of any pending litigation proceedings or regulatory action, management believes, based on information currently known to it, that the ultimate outcome of all pending litigation and regulatory matters, after consideration of applicable reserves and rights to indemnification, is not likely to have a material adverse effect upon the separate account, the ability of the principal underwriter(s) to perform in accordance with its contracts with the Company on behalf of the separate account, or the ability of the Company to meet its obligations under the contracts. However, it is possible that an unfavorable resolution of one or more pending litigation or regulatory matters could materially affect the Company’s operating results or cash flow in a particular quarterly or annual period depending upon, among other factors, the size of the loss or liability and the level of the Company’s income for such period.

For more information regarding the Company’s litigation and other legal proceedings, see the notes to the Company’s financial statements contained within the Statement of Additional Information.

Additional Information

For further information about the contract, you may obtain a Statement of Additional Information. You can call the telephone number indicated on the cover page or you can write to us. For your convenience we have included a form for that purpose.

The table of contents for the Statement of Additional Information is as follows:

1) Distribution

2) Purchase of Securities Being Offered

3) Experts

4) Financial Statements

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To: MassMutual Financial Group

Document Management Services – Annuities W360 P.O. Box 9067

Springfield, MA 01102-9067

Please send me the Statement of Additional Information for MassMutual RetireEase Select (AN2303SAI).

Name
Address
City	State	Zip
Telephone

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Appendix A

Annuity Payment Examples

The following examples are intended to show you possible annuity payment amounts over time, assuming certain variables such as varying performance on the sub-accounts you elect and varied assumed investment rates. The examples demonstrate that if the actual net investment return equals the assumed investment rate (AIR), the payment amount will stay the same. If the net investment return is higher than the AIR, the payment amount will increase. If the net investment return is lower than the AIR, the payment amount will decrease.

The examples assume that you:

Ÿ invest $100,000 in the contract;

Ÿ elect a period certain only annuity option with a twenty year guaranteed period;

Ÿ only elect one investment choice and it is a sub-account with a return, after deduction of fund expenses, as illustrated below (either 0%, 4%, or 8%);

Ÿ elect an AIR as illustrated below (either 1%, 3%, or 5%);

Ÿ did not elect Inflation Protector, Budget Protector or Payment Protector; and

Ÿ do not make any withdrawals.

Sub-Account Return:	0%		0%		0%		4%		4%		4%		8%		8%		8%
Assumed Investment Rate:	1%		3%		5%		1%		3%		5%		1%		3%		5%
Sum of all payments over the 20 year guaranteed period		$88,800		$89,518		$90,209		$131,174		$128,909		$126,752		$200,308		$192,129		$184,415
Payments in 1st contract year		5,450		6,482		7,591		5,567		6,621		7,753		5,682		6,758		7,913
Payments in 5th contract year		4,982		5,478		5,941		5,953		6,546		7,098		7,067		7,770		8,425
Payments in 10th contract year		4,453		4,439		4,373		6,474		6,454		6,356		9,281		9,252		9,112
Payments in 15th contract year		3,980		3,597		3,218		7,040		6,363		5,692		12,189		11,016		9,854
Payments in 20th contract year		3,557		2,915		2,369		7,656		6,273		5,098		16,007		13,116		10,657

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Appendix B

Condensed Financial Information

The following schedules include annuity unit values for the periods indicated. We have extracted some of this data from the separate account’s audited financial statements. You should read this information in conjunction with the separate account’s audited financial statements and related notes that are included in the Statement of Additional Information.

Annuity Unit Values – With Election of Payment Protector Feature

Sub-Account	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010		Dec. 31, 2009		Dec. 31, 2008		Dec. 31, 2007		Value at Inception Date
Fidelity VIP Contrafund		$10.25		$  8.96		$  9.36		$  8.12		$  6.09		$10.78		$10.00	(a)
ING Clarion Global Real Estate		10.03		8.13		8.73		7.66		5.84		8.33		10.00	(a)
Invesco V.I. Diversified Dividend		4.49		3.85		4.00		3.69		2.95		7.40		10.00	(a)
Invesco V.I. Global Health Care		11.28		9.49		9.29		8.98		7.16		10.21		10.00	(a)
Invesco V.I. Technology		10.51		9.61		10.30		8.64		5.59		10.24		10.00	(a)
MML Asset Allocation		—		8.30		8.31		7.51		6.53		9.54		10.00	(a)
MML Blend		11.27		10.18		9.89		8.95		7.55		9.95		10.00	(a)
MML Blue Chip Growth		10.69		9.20		9.23		8.09		5.78		10.22		10.00	(a)
MML Concentrated Growth		—		6.16		6.32		5.63		4.02		10.20		10.00	(a)
MML Emerging Growth		—		7.58		8.25		6.70		6.08		10.66		10.00	(a)
MML Enhanced Index Core Equity		—		8.18		8.11		7.23		5.93		9.63		10.00	(a)
MML Equity		8.25		7.23		7.65		6.78		5.28		9.20		10.00	(a)
MML Equity Income		9.24		8.01		8.22		7.28		5.92		9.38		10.00	(a)
MML Equity Index		9.42		8.30		8.31		7.38		5.96		9.66		10.00	(a)
MML Foreign		7.93		6.78		7.66		7.44		5.86		10.12		10.00	(a)
MML Global		8.58		7.06		7.50		6.78		5.22		9.44		10.00	(a)
MML Growth & Income		8.48		7.22		7.49		6.83		5.45		9.26		10.00	(a)
MML Income & Growth		8.37		7.61		7.33		6.68		5.76		8.98		10.00	(a)
MML Inflation-Protected and Income		13.31		12.67		11.36		10.85		9.93		10.57		10.00	(a)
MML Large Cap Growth		9.88		8.68		9.18		7.86		6.07		10.44		10.00	(a)
MML Large Cap Value(f)		8.56		7.70		8.15		7.38		5.75		9.64		10.00	(a)
MML Managed Bond		13.14		12.64		11.99		11.41		10.53		10.47		10.00	(a)
MML Mid Cap Growth		11.65		10.42		10.73		8.53		5.97		10.16		10.00	(a)
MML Mid Cap Value		10.98		9.57		9.80		8.31		6.49		8.75		10.00	(a)
MML Money Market		9.88		—		—		—		—		—		10.00	(a)
MML NASDAQ-100®		—		11.18		11.03		9.38		6.21		10.86		10.00	(a)
MML Oppenheimer Small Company Opportunities(b)		—		—		—		4.70		5.18		8.72		10.00	(a)
MML Small Cap Growth Equity		10.05		9.02		9.69		8.06		5.93		9.82		10.00	(a)
MML Small Cap Index		—		9.11		9.22		7.47		6.09		9.03		10.00	(a)
MML Small/Mid Cap Equity(g)		9.76		8.39		8.73		7.20		5.36		8.84		10.00	(a)
MML Small/Mid Cap Value		8.93		7.63		8.39		6.73		4.80		7.93		10.00	(a)
MML T. Rowe Price Growth Equity(c)		—		—		—		5.99		5.50		9.78		10.00	(a)
Oppenheimer Balanced(d),(i)		7.81		7.07		7.15		6.44		5.38		9.68		10.00	(a)
Oppenheimer Capital Appreciation		9.30		8.29		8.53		7.94		5.59		10.44		10.00	(a)
Oppenheimer Global Securities(j)		9.58		8.04		8.92		7.83		5.70		9.70		10.00	(a)
Oppenheimer Global Strategic Income		12.74		11.42		11.52		10.20		8.74		10.36		10.00	(a)
Oppenheimer High Income(d),(h)		—		2.64		2.75		2.43		1.98		9.43		10.00	(a)
Oppenheimer International Growth		9.47		7.89		8.65		7.67		5.60		9.94		10.00	(a)
Oppenheimer Main Street		9.38		8.17		8.31		7.29		5.78		9.56		10.00	(a)
Oppenheimer Small- & Mid-Cap Growth(k)		9.10		7.95		8.00		6.39		4.90		9.80		10.00	(a)
PIMCO CommodityRealReturn Strategy		10.39		10.06		11.07		9.07		6.52		11.81		10.00	(a)

48

Annuity Unit Values – Without Election of Payment Protector Feature

Sub-Account	Dec. 31, 2012		Dec, 31, 2011		Dec. 31, 2010		Dec. 31, 2009		Dec. 31, 2008		Dec. 31, 2007		Value at Inception Date
Fidelity VIP Contrafund		$10.54		$  9.17		$  9.53		$  8.23		$  6.14		$10.82		$10.00	(a)
ING Clarion Global Real Estate		10.32		8.31		8.89		7.76		5.89		8.35		10.00	(a)
Invesco V.I. Diversified Dividend		4.62		3.94		4.07		3.74		2.97		7.42		10.00	(a)
Invesco V.I. Global Health Care		11.60		9.71		9.46		9.10		7.22		10.24		10.00	(a)
Invesco V.I. Technology		10.80		9.83		10.48		8.75		5.63		10.27		10.00	(a)
MML Asset Allocation		—		8.50		8.46		7.61		6.58		9.57		10.00	(a)
MML Blend		11.59		10.42		10.07		9.06		7.61		9.98		10.00	(a)
MML Blue Chip Growth		10.99		9.41		9.40		8.19		5.83		10.25		10.00	(a)
MML Concentrated Growth		—		6.31		6.43		5.71		4.05		10.23		10.00	(a)
MML Emerging Growth		—		7.76		8.40		6.79		6.13		10.69		10.00	(a)
MML Enhanced Index Core Equity		—		8.37		8.26		7.33		5.98		9.65		10.00	(a)
MML Equity		8.48		7.40		7.79		6.87		5.32		9.23		10.00	(a)
MML Equity Income		9.50		8.20		8.37		7.37		5.96		9.40		10.00	(a)
MML Equity Index		9.69		8.50		8.46		7.48		6.00		9.69		10.00	(a)
MML Foreign		8.16		6.94		7.80		7.54		5.91		10.15		10.00	(a)
MML Global		8.82		7.22		7.64		6.87		5.26		9.47		10.00	(a)
MML Growth & Income		8.72		7.39		7.62		6.92		5.49		9.28		10.00	(a)
MML Income & Growth		8.61		7.79		7.46		6.77		5.80		9.01		10.00	(a)
MML Inflation-Protected and Income		13.69		12.97		11.57		10.99		10.01		10.60		10.00	(a)
MML Large Cap Growth		10.16		8.89		9.34		7.96		6.12		10.47		10.00	(a)
MML Large Cap Value(f)		8.80		7.88		8.30		7.48		5.80		9.67		10.00	(a)
MML Managed Bond		13.51		12.94		12.21		11.55		10.62		10.50		10.00	(a)
MML Mid Cap Growth		11.98		10.66		10.93		8.64		6.02		10.19		10.00	(a)
MML Mid Cap Value		11.29		9.79		9.98		8.42		6.54		8.77		10.00	(a)
MML Money Market		9.79		9.91		10.03		10.16		10.28		10.20		10.00	(a)
MML NASDAQ-100®		—		11.44		11.23		9.51		6.26		10.89		10.00	(a)
MML Oppenheimer Small Company Opportunities(b)		—		—		—		4.74		5.22		8.75		10.00	(a)
MML Small Cap Growth Equity		10.34		9.23		9.86		8.17		5.98		9.85		10.00	(a)
MML Small Cap Index		—		9.32		9.38		7.56		6.14		9.05		10.00	(a)
MML Small/Mid Cap Equity(g)		10.03		8.58		8.88		7.29		5.41		8.86		10.00	(a)
MML Small/Mid Cap Value		9.18		7.81		8.55		6.82		4.84		7.95		10.00	(a)
MML T. Rowe Price Growth Equity(c)		—		—		—		6.05		5.55		9.80		10.00	(a)
Oppenheimer Balanced(d),(i)		8.03		7.24		7.27		6.52		5.42		9.71		10.00	(a)
Oppenheimer Capital Appreciation		9.56		8.48		8.69		8.04		5.63		10.47		10.00	(a)
Oppenheimer Global Securities(j)		9.85		8.22		9.08		7.93		5.74		9.72		10.00	(a)
Oppenheimer Global Strategic Income		13.10		11.69		11.73		10.33		8.81		10.39		10.00	(a)
Oppenheimer High Income(d),(h)		—		2.70		2.80		2.47		1.99		9.46		10.00	(a)
Oppenheimer International Growth		9.74		8.07		8.80		7.77		5.65		9.97		10.00	(a)
Oppenheimer Main Street		9.65		8.36		8.46		7.38		5.83		9.59		10.00	(a)
Oppenheimer Small- & Mid-Cap Growth(k)		9.36		8.14		8.15		6.47		4.94		9.83		10.00	(a)
PIMCO CommodityRealReturn Strategy		10.69		10.29		11.27		9.19		6.57		11.85		10.00	(a)

49

Annuity Units Outstanding

Sub-Account	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010		Dec. 31, 2009		Dec. 31, 2008		Dec. 31, 2007
Fidelity VIP Contrafund(a)		208,766		139,545		117,469		89,118		78,543		60,891
ING Clarion Global Real Estate(a)		25,834		21,480		8,916		1,033		724		297
Invesco V.I. Diversified Dividend(a)		9,947		3,991		—		—		—		—
Invesco V.I. Global Health Care(a)		12,429		11,791		8,514		1,184		1,457		—
Invesco V.I. Technology(a)		1,455		1,474		423		249		288		310
MML Asset Allocation(a)		—		58,151		28,457		25,413		15,855		9,402
MML Blend(a)		77,610		43,340		44,150		2,126		2,467		1,297
MML Blue Chip Growth(a)		43,806		36,372		34,650		6,012		6,629		2,637
MML Concentrated Growth(a)		—		6,013		6,427		6,595		4,020		2,205
MML Emerging Growth(a)		—		9,477		2,103		551		604		674
MML Enhanced Index Core Equity(a)		—		2,222		—		—		—		—
MML Equity(a)		12,156		14,719		15,307		18,006		19,754		7,982
MML Equity Income(a)		131,975		119,903		109,013		87,951		80,767		67,241
MML Equity Index(a)		143,112		60,289		10,272		13,699		12,098		2,282
MML Foreign(a)		141,131		118,501		101,225		92,004		87,451		66,951
MML Global(a)		9,695		4,543		2,240		1,626		1,742		507
MML Growth & Income(a)		8,680		7,513		7,336		7,917		7,900		7,529
MML Income & Growth(a)		25,832		13,188		4,649		4,549		4,825		4,314
MML Inflation-Protected and Income(a)		134,979		105,771		90,863		79,493		72,181		71,050
MML Large Cap Growth(a)		2,323		2,690		3,111		3,524		3,747		546
MML Large Cap Value(a),(f)		100,472		83,366		78,639		78,312		68,386		49,097
MML Managed Bond(a)		134,170		97,127		80,273		62,221		59,906		55,757
MML Mid Cap Growth(a)		36,980		26,990		16,590		7,993		9,160		4,545
MML Mid Cap Value(a)		99,246		89,421		82,875		70,137		68,160		59,908
MML Money Market(a)		100,038		75,822		74,886		77,081		79,163		39
MML NASDAQ-100®(a)		—		1,709		1,744		762		863		987
MML Oppenheimer Small Company Opportunities(a),(b)		—		—		—		—		5,262		3,867
MML Small Cap Growth Equity(a)		69,929		60,186		52,057		53,620		52,590		44,727
MML Small Cap Index(a)		—		12,872		13,306		6,689		2,391		2,571
MML Small/Mid Cap Equity(a),(g)		15,082		4,040		5,067		5,683		556		—
MML Small/Mid Cap Value(a)		88,534		78,253		69,152		74,678		73,100		52,969
MML T. Rowe Price Growth Equity(a),(c)		—		—		—		—		—		—
Oppenheimer Balanced(a),(d),(i)		931		3,279		5,257		7,308		12,055		2,909
Oppenheimer Capital Appreciation(a)		127,557		115,860		106,828		99,558		97,046		72,208
Oppenheimer Global Securities(a),(j)		132,755		120,487		107,159		72,003		73,710		52,152
Oppenheimer Global Strategic Income(a)		135,074		115,712		88,521		79,258		73,931		71,924
Oppenheimer High Income(a),(d),(h)		—		1,123		1,331		1,543		5,833		4,985
Oppenheimer International Growth(a)		40,665		33,442		21,496		20,016		17,527		8,144
Oppenheimer Main Street(a)		2,139		2,457		1,239		616		675		548
Oppenheimer Small- & Mid-Cap Growth(a),(k)		88,638		81,216		75,486		74,328		62,909		46,366
PIMCO CommodityRealReturn Strategy(a)		13,713		8,068		2,506		2,623		2,266		1,312

Notes to Condensed Financial Information

(a) Commencement of public offering was May 29, 2007.

(b) Effective May 1, 2009, MML Oppenheimer Small Company Opportunities was merged into MML Oppenheimer Small Cap Equity. The annuity unit value in the December 31, 2009 column is the value as of April 30, 2009.

(c) Effective May 1, 2009, MML T. Rowe Price Growth Equity was merged into MML T. Rowe Price Blue Chip Growth. The annuity unit value in the December 31, 2009 column is the value as of April 30, 2009.

50

(d) Unavailable in contracts issued on or after May 1, 2009. For contracts issued prior to May 1, 2009, you may not allocate any new money to this sub-account via purchase payments or transfers.

(e) This note is intentionally left blank.

(f) This sub-account is now known as MML Managed Volatility.

(g) This sub-account is now known as MML Small Cap Equity.

(h) Effective October 26, 2012, Oppenheimer High Income was merged into Oppenheimer Global Strategic Income.

(i) This sub-account is now known as Oppenheimer Capital Income.

(j) This sub-account is now known as Oppenheimer Global.

(k) This sub-account is now known as Oppenheimer Discovery Mid Cap Growth.

51

Appendix C

Custom Allocation Choice

If you participate in Custom Allocation Choice you must allocate your purchase payments within the minimum and maximum range listed for the asset classes below.

No allocation greater than 25% is allowed in any one fund.

Asset Class	Fixed Income Funds	Asset Allocation/ Balanced & Large Cap Value Funds	Large Cap Blend & Growth Funds	Small/ Mid Cap Value Funds	Small/ Mid Cap Blend & Growth Funds	International/ Global Funds	Specialty A Funds	Specialty B Funds
Range	0% to 60%	15% to 25%	15% to 25%	5% to 10%	0% to 10%	5% to 20%	0% to 5%	0% to 5%

Fixed Income Funds MML Inflation-Protected & Income Fund MML Managed Bond Fund MML Money Market Fund Oppenheimer Global Strategic Income Fund/VA Asset Allocation/Balanced & Large Cap Value Funds MML Blend Fund MML Income & Growth Fund MML Managed Volatility Fund MML Equity Fund MML Equity Income Fund Large Cap Blend & Growth Funds MML Growth & Income Fund MML Equity Index Fund Fidelity^® VIP Contrafund^® Portfolio Oppenheimer Main Street Fund^®/VA MML Large Cap Growth Fund MML Blue Chip Growth Fund Oppenheimer Capital Appreciation Fund/VA Small/Mid Cap Value Funds MML Mid Cap Value Fund MML Small/Mid Cap Value Fund Small/Mid Cap Blend & Growth Funds MML Small Cap Equity Fund MML Small Cap Growth Equity Fund MML Mid Cap Growth Fund Oppenheimer Discovery Mid Cap Growth Fund/VA International/Global Funds MML Global Fund MML Foreign Fund Oppenheimer Global Fund/VA Oppenheimer International Growth Fund/VA Specialty A Funds Invesco V.I. Global Health Care Fund Invesco V.I. Technology Fund PIMCO CommodityRealReturn^® Strategy Portfolio Specialty B Funds Invesco V.I. Diversified Dividend Fund ING Clarion Global Real Estate Portfolio

52

PART B

INFORMATION REQUIRED IN A

STATEMENT OF ADDITIONAL INFORMATION

MassMutual RetireEase Select^SM

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

(Depositor)

MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 4

(Registrant)

STATEMENT OF ADDITIONAL INFORMATION

May 1, 2013

This is not a prospectus. This Statement of Additional Information should be read in conjunction with the prospectus dated May 1, 2013, for the individual immediate variable annuity contract which is referred to herein.

For a copy of the prospectus call (800) 272-2216 or write: MassMutual Financial Group, Document Management Services – Annuities W360, P.O. Box 9067, Springfield, MA 01102-9067.

TABLE OF CONTENTS

Distribution	2
Purchase of Securities Being Offered	2
Experts	3
Financial Statements	final pages

1

DISTRIBUTION

The contracts are sold by both registered representatives of MML Investors Services, LLC (MMLIS), a subsidiary of MassMutual, and by registered representatives of other broker-dealers who have entered into distribution agreements with MML Distributors, LLC (MML Distributors), a subsidiary of MassMutual. Pursuant to separate underwriting agreements with MassMutual and the separate account, MMLIS serves as principal underwriter of the contracts sold by its registered representatives and MML Distributors serves as principal underwriter of the contracts sold by registered representatives of other broker-dealers who have entered into distribution agreements with MML Distributors.

Both MMLIS and MML Distributors are registered with the Securities and Exchange Commission as broker-dealers under the Securities Exchange Act of 1934 and are members of the Financial Industry Regulatory Authority (FINRA).

Commissions for sales of the contract by MMLIS registered representatives are paid on behalf of MMLIS to its registered representatives and were as follows for the last three calendar years:

2010		2011		2012
$	226,972	$	263,542	$	434,998

Commissions for sales of the contract by registered representatives of other broker-dealers are paid on behalf of MML Distributors to those broker-dealers and were as follows for the last three calendar years:

2010		2011		2012
$	444	$	484	$	500

MMLIS and MML Distributors also receive compensation for their actions as principal underwriters of the contracts. Compensation amounts for the last three calendar years were as follows:

MMLIS

2010		2011		2012
$	4,601,632	$	4,382,746	$	4,664,722

MML Distributors

2010		2011		2012
$	377,422	$	358,653	$	389,759

The offering is on a continuous basis.

PURCHASE OF SECURITIES BEING OFFERED

Interests in the separate account are sold to contract owners as annuity units. Charges associated with such securities are discussed in the Expenses section of the prospectus for the contract. The contract does not offer any special purchase plan or exchange program not discussed in the prospectus.

2

EXPERTS

The financial statements of Massachusetts Mutual Variable Annuity Separate Account 4 as of December 31, 2012 and for each of the years or periods in the two-year period then ended and the financial highlights for each of the years or periods in the five-year period then ended and the statutory financial statements of Massachusetts Mutual Life Insurance Company (the Company) as of December 31, 2012 and 2011, and for the three-year period ended December 31, 2012, included in this Statement of Additional Information, have been included herein in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. The KPMG LLP audit report dated February 22, 2013 states that the Company prepared the financial statements of Massachusetts Mutual Life Insurance Company using statutory accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance, (statutory accounting practices) which is a basis of accounting other than U.S. generally accepted accounting principles. Accordingly, the KPMG LLP audit report states that the financial statements are not intended to be and, therefore, are not presented fairly in accordance with U.S. generally accepted accounting principles and further states that those statements are presented fairly, in all material respects, in accordance with statutory accounting practices. The principal business address of KPMG LLP is One Financial Plaza, 755 Main Street, Hartford, Connecticut 06103.

3

Report of Independent Registered Public Accounting Firm

The Board of Directors of Massachusetts Mutual Life Insurance Company and Contract Owners of Massachusetts Mutual Variable Annuity Separate Account 4:

We have audited the accompanying statement of assets and liabilities of Massachusetts Mutual Variable Annuity Separate Account 4 (comprised of the sub-accounts listed in Note 2) (collectively, “the Separate Account”) as of December 31, 2012, the related statements of operations and changes in net assets for each of the years or periods in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Separate Account’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 the standards of the Public Company Accounting Oversight Board (United States). 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 securities owned as of December 31, 2012, by correspondence with the underlying mutual funds or their transfer agent. 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, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Massachusetts Mutual Variable Annuity Separate Account 4 as of December 31, 2012, and the results of its operations and changes in its net assets for each of the years or periods in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

/s/    KPMG LLP

Boston, MA

March 4, 2013

F-1

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2012

	Fidelity® VIP Contrafund ® Sub-Account		Fidelity® VIP Contrafund ® Sub-Account		ING Clarion Global Real Estate Sub-Account		Invesco V.I. Diversified Dividend Sub-Account		Invesco V.I. Diversified Dividend Sub-Account		Invesco V.I. Global Health Care  Sub-Account		Invesco V.I. Global Health Care  Sub-Account		Invesco V.I. Technology Sub-Account		Invesco V.I. Technology Sub-Account		Ivy Asset Strategy Sub-Account
	(Initial Class)		(Service Class 2)				(Series I)		(Series II)		(Series I)		(Series II)		(Series I)		(Series II)
ASSETS
Investments
Number of shares		11,066,949		1,990,120		1,484,618		311,455		167,197		489,367		144,908		408,508		120,392		13,231
Identified cost	$	289,460,664	$	40,630,056	$	13,697,497	$	4,241,722	$	2,362,628	$	7,440,882	$	2,456,351	$	5,353,040	$	1,904,795	$	138,349
Value	$	292,610,128	$	51,743,134	$	16,494,105	$	5,089,181	$	2,721,974	$	10,276,716	$	2,969,174	$	6,891,528	$	1,986,472	$	141,911
Dividends receivable		-		-		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		3,121,413		-		-		10,589		-		29,213		14,041		-		20,401		-
Total assets		295,731,541		51,743,134		16,494,105		5,099,770		2,721,974		10,305,929		2,983,215		6,891,528		2,006,873		141,911
LIABILITIES
Annuitant mortality fluctuation reserve		4,606		-		17		-		-		-		-		86		-		-
Payable to Massachusetts Mutual Life Insurance Company		-		38,703		311,877		-		10,401		-		-		1,739		-		38
Total liabilities		4,606		38,703		311,894		-		10,401		-		-		1,825		-		38
NET ASSETS	$	295,726,935	$	51,704,431	$	16,182,211	$	5,099,770	$	2,711,573	$	10,305,929	$	2,983,215	$	6,889,703	$	2,006,873	$	141,873
Net Assets:
Accumulation units - value	$	293,396,172	$	51,704,431	$	15,917,552	$	5,054,061	$	2,711,573	$	10,164,087	$	2,983,215	$	6,870,757	$	2,006,873	$	141,873
Contracts in payout (annuitization) period		2,330,763		-		264,659		45,709		-		141,842		-		18,946		-		-
Net assets	$	295,726,935	$	51,704,431	$	16,182,211	$	5,099,770	$	2,711,573	$	10,305,929	$	2,983,215	$	6,889,703	$	2,006,873	$	141,873
Outstanding units
Contract owners		17,406,780		3,207,664		1,302,495		776,137		451,652		674,210		207,733		720,292		147,145		13,539
UNIT VALUE
Panorama Premier	$	22.60	$	-	$	12.36	$	7.27	$	-	$	14.86	$	-	$	3.38	$	-	$	-
Panorama Passage®
Tier 1		17.03		-		12.28		7.19		-		14.70		-		3.34		-		-
Tier 2		16.77		-		12.15		7.08		-		14.47		-		3.29		-		-
Tier 3		17.60		-		12.49		7.42		-		15.17		-		3.44		-		-
MassMutual Artistry		15.08		-		12.54		6.50		-		13.18		-		3.27		-		-
MassMutual Transitions®
Custom Plan		18.78		-		12.73		6.83		-		16.02		-		12.59		-		-
Package Plan I		18.78		-		12.73		6.83		-		16.02		-		12.59		-		-
Package Plan II		18.10		-		12.44		6.58		-		15.43		-		12.13		-		-
Package Plan III		17.62		-		12.23		6.41		-		15.03		-		11.82		-		-
MassMutual EvolutionSM
Tier 1		15.31		-		12.23		5.62		-		13.55		-		11.93		-		10.48
Tier 2		14.78		-		11.91		5.42		-		13.08		-		11.51		-		10.47
Tier 3		14.46		-		11.71		5.30		-		12.79		-		11.26		-		10.47
Tier 4		14.76		-		11.91		5.41		-		13.06		-		11.49		-		10.47
Tier 5		14.24		-		11.59		5.23		-		12.60		-		11.09		-		10.46
Tier 6		13.93		-		11.40		5.11		-		12.33		-		10.85		-		10.46
Tier 7		14.69		-		11.83		5.39		-		12.99		-		11.44		-		10.47
Tier 8		14.15		-		11.52		5.19		-		12.52		-		11.02		-		10.46
Tier 9		-		14.41		11.73		-		5.29		-		12.75		-		11.21		10.47
Tier 10		-		15.02		12.13		-		5.52		-		13.29		-		11.69		10.48
Tier 11		-		13.88		11.42		-		5.10		-		12.29		-		10.81		10.46
Tier 12		-		14.76		11.92		-		5.43		-		13.07		-		11.49		10.47
Tier 13		-		13.72		11.29		-		5.04		-		12.14		-		10.68		10.45
Tier 14		-		14.23		11.59		-		5.23		-		12.60		-		11.08		10.46
MassMutual RetireEase SelectSM
Tier 1		10.25		-		10.03		4.49		-		11.28		-		10.51		-		-
Tier 2		10.54		-		10.32		4.62		-		11.60		-		10.80		-		-
MassMutual Transitions SelectSM
Tier 1		16.91		-		12.56		6.36		-		15.47		-		15.43		-		10.49
Tier 2		-		16.73		12.56		-		6.31		-		15.31		-		15.26		10.49
MassMutual Equity EdgeSM
Tier 1		-		-		-		-		-		-		-		-		-		-
Tier 2		-		-		-		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		-		-		-		-

See Notes to Financial Statements.

F-2

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 2012

	MML Aggressive Allocation Sub-Account		MML Aggressive Allocation Sub-Account		MML Balanced Allocation Sub-Account		MML Balanced Allocation Sub-Account		MML Blend Sub-Account		MML Blend Sub-Account		MML Blue Chip Growth Sub-Account		MML Blue Chip Growth Sub-Account		MML China Sub-Account		MML Conservative Allocation Sub-Account
	(Initial Class)		(Service Class)		(Initial Class)		(Service Class)		(Initial Class)		(Service Class)		(Initial Class)		(Service Class)				(Initial Class)
ASSETS
Investments
Number of shares		3,279,343		3,314,350		12,204,747		28,909,378		3,268,157		1,140,165		3,191,039		1,108,724		303,854		11,312,665
Identified cost	$	29,105,377	$	27,561,781	$	116,235,135	$	267,049,168	$	55,627,989	$	19,819,034	$	31,432,914	$	12,348,163	$	3,355,109	$	112,408,618
Value	$	34,334,719	$	34,469,238	$	132,421,500	$	312,221,281	$	63,158,041	$	22,005,280	$	43,079,022	$	14,834,728	$	3,345,433	$	122,289,910
Dividends receivable		-		-		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		-		-		-		75,697		90,009		108,847		105,293		59,490		-		430,504
Total assets		34,334,719		34,469,238		132,421,500		312,296,978		63,248,050		22,114,127		43,184,315		14,894,218		3,345,433		122,720,414
LIABILITIES
Annuitant mortality fluctuation reserve		-		-		-		-		1,251		-		892		-		-		-
Payable to Massachusetts Mutual Life Insurance Company		3,492		10,771		1,034		-		-		-		-		-		63,341		-
Total liabilities		3,492		10,771		1,034		-		1,251		-		892		-		63,341		-
NET ASSETS	$	34,331,227	$	34,458,467	$	132,420,466	$	312,296,978	$	63,246,799	$	22,114,127	$	43,183,423	$	14,894,218	$	3,282,092	$	122,720,414
Net Assets:
Accumulation units - value	$	34,331,227	$	34,458,467	$	132,420,466	$	312,296,978	$	62,317,404	$	22,114,127	$	42,682,249	$	14,894,218	$	3,282,092	$	122,720,414
Contracts in payout (annuitization) period		-		-		-		-		929,395		-		501,174		-		-		-
Net assets	$	34,331,227	$	34,458,467	$	132,420,466	$	312,296,978	$	63,246,799	$	22,114,127	$	43,183,423	$	14,894,218	$	3,282,092	$	122,720,414
Outstanding units
Contract owners		3,011,798		3,056,568		11,205,798		26,831,944		4,317,094		1,545,756		2,805,201		1,037,043		243,018		10,131,983
UNIT VALUE
Panorama Premier	$	11.34	$	-	$	11.73	$	-	$	12.80	$	-	$	17.10	$	-	$	-	$	12.02
Panorama Passage®
Tier 1		11.29		-		11.68		-		13.62		-		16.95		-		-		11.97
Tier 2		11.20		-		11.59		-		13.41		-		16.69		-		-		11.88
Tier 3		11.43		-		11.83		-		14.08		-		17.37		-		-		12.12
MassMutual Artistry		11.47		-		11.86		-		13.89		-		17.47		-		15.11		12.15
MassMutual Transitions®
Custom Plan		11.60		-		12.00		-		16.19		-		15.72		-		-		12.29
Package Plan I		11.60		-		12.00		-		16.19		-		15.72		-		-		12.29
Package Plan II		11.40		-		11.79		-		15.60		-		15.15		-		-		12.08
Package Plan III		11.26		-		11.65		-		15.19		-		14.76		-		-		11.93
MassMutual EvolutionSM
Tier 1		11.26		-		11.65		-		14.02		-		13.55		-		13.38		11.93
Tier 2		11.04		-		11.42		-		13.53		-		13.08		-		13.15		11.70
Tier 3		10.90		-		11.28		-		13.23		-		12.79		-		13.01		11.56
Tier 4		11.04		-		11.42		-		13.51		-		13.06		-		13.15		11.70
Tier 5		10.82		-		11.20		-		13.04		-		12.61		-		12.92		11.47
Tier 6		10.69		-		11.06		-		12.75		-		12.33		-		12.78		11.33
Tier 7		10.98		-		11.36		-		13.44		-		13.00		-		13.09		11.64
Tier 8		10.77		-		11.14		-		12.96		-		12.53		-		12.87		11.41
Tier 9		-		10.76		-		11.15		-		13.19		-		12.74		12.98		-
Tier 10		-		11.03		-		11.43		-		13.75		-		13.29		13.26		-
Tier 11		-		10.55		-		10.94		-		12.71		-		12.28		12.76		-
Tier 12		-		10.84		-		11.24		-		13.51		-		13.06		13.04		-
Tier 13		-		10.43		-		10.81		-		12.56		-		12.14		12.60		-
Tier 14		-		10.63		-		11.02		-		13.03		-		12.59		12.82		-
MassMutual RetireEase SelectSM
Tier 1		-		-		-		-		11.27		-		10.69		-		-		-
Tier 2		-		-		-		-		11.59		-		10.99		-		-		-
MassMutual Transitions SelectSM
Tier 1		11.48		-		11.88		-		15.14		-		15.40		-		13.61		12.17
Tier 2		-		11.35		-		11.76		-		14.98		-		15.23		13.61		-
MassMutual Equity EdgeSM
Tier 1		-		-		-		-		-		-		-		-		-		-
Tier 2		-		-		-		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		-		-		-		-

See Notes to Financial Statements.

F-3

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 2012

	MML Conservative Allocation Sub-Account		MML Core Allocation Sub-Account		MML Equity Sub-Account		MML Equity Sub-Account		MML Equity Income Sub-Account		MML Equity Income Sub-Account		MML Equity Index Sub-Account		MML Equity Index Sub-Account		MML Focused Equity Sub-Account		MML Foreign Sub-Account
	(Service Class)				(Initial Class)		(Service Class)		(Initial Class)		(Service Class)		(Class I)		(Service Class I)				(Initial Class)
ASSETS
Investments
Number of shares		27,487,519		39,144,217		1,140,908		1,252,391		21,702,055		3,774,207		3,455,790		578,165		44,369		22,781,357
Identified cost	$	280,175,197	$	352,248,110	$	23,928,822	$	23,193,990	$	211,496,443	$	31,656,064	$	50,606,342	$	9,305,936	$	501,013	$	222,422,913
Value	$	295,215,959	$	419,626,004	$	24,040,521	$	26,211,398	$	229,390,723	$	39,704,660	$	61,824,077	$	10,187,268	$	509,352	$	215,739,448
Dividends receivable		-		-		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		356,750		67,882		-		-		211,394		-		358,328		41,983		-		-
Total assets		295,572,709		419,693,886		24,040,521		26,211,398		229,602,117		39,704,660		62,182,405		10,229,251		509,352		215,739,448
LIABILITIES
Annuitant mortality fluctuation reserve		-		-		137		-		2,086		-		-		-		-		1,802
Payable to Massachusetts Mutual Life Insurance Company		-		-		13,388		138,697		-		289,980		-		-		100		8,442,553
Total liabilities		-		-		13,525		138,697		2,086		289,980		-		-		100		8,444,355
NET ASSETS	$	295,572,709	$	419,693,886	$	24,026,996	$	26,072,701	$	229,600,031	$	39,414,680	$	62,182,405	$	10,229,251	$	509,252	$	207,295,093
Net Assets:
Accumulation units - value	$	295,572,709	$	419,693,886	$	23,920,196	$	26,072,701	$	228,294,019	$	39,414,680	$	60,796,633	$	10,229,251	$	509,252	$	206,098,125
Contracts in payout (annuitization) period		-		-		106,800		-		1,306,012		-		1,385,772		-		-		1,196,968
Net assets	$	295,572,709	$	419,693,886	$	24,026,996	$	26,072,701	$	229,600,031	$	39,414,680	$	62,182,405	$	10,229,251	$	509,252	$	207,295,093
Outstanding units
Contract owners		24,887,854		37,237,588		1,987,760		2,105,350		16,354,064		2,901,070		5,403,301		775,190		49,307		15,144,640
UNIT VALUE
Panorama Premier	$	-	$	-	$	9.53	$	-	$	16.92	$	-	$	10.57	$	-	$	10.31	$	12.69
Panorama Passage®
Tier 1		-		-		10.64		-		16.77		-		11.04		-		10.30		12.87
Tier 2		-		-		10.48		-		16.52		-		10.87		-		10.29		12.67
Tier 3		-		-		11.00		-		17.18		-		11.41		-		10.32		13.30
MassMutual Artistry		-		14.30		11.20		-		17.28		-		9.89		-		10.32		11.80
MassMutual Transitions®
Custom Plan		-		-		13.86		-		15.11		-		14.24		-		10.34		14.54
Package Plan I		-		-		13.86		-		15.11		-		14.24		-		10.34		14.54
Package Plan II		-		-		13.35		-		14.56		-		13.72		-		10.32		14.01
Package Plan III		-		-		13.01		-		14.17		-		13.36		-		10.30		13.64
MassMutual EvolutionSM
Tier 1		-		11.19		11.97		-		13.07		-		12.44		-		10.30		12.83
Tier 2		-		11.00		11.56		-		12.62		-		12.01		-		10.27		12.39
Tier 3		-		10.88		11.31		-		12.34		-		11.74		-		10.25		12.12
Tier 4		-		11.00		11.54		-		12.60		-		11.99		-		10.27		12.37
Tier 5		-		10.81		11.14		-		12.16		-		11.57		-		10.24		11.94
Tier 6		-		10.69		10.90		-		11.90		-		11.32		-		10.23		11.68
Tier 7		-		10.95		11.48		-		12.54		-		11.93		-		10.26		12.31
Tier 8		-		10.76		11.07		-		12.09		-		11.50		-		10.24		11.86
Tier 9		11.40		10.86		-		11.27		-		12.31		-		11.70		10.25		-
Tier 10		11.69		11.09		-		11.75		-		12.84		-		12.20		10.28		-
Tier 11		11.18		10.67		-		10.86		-		11.86		-		11.28		10.22		-
Tier 12		11.49		10.90		-		11.54		-		12.62		-		11.99		10.26		-
Tier 13		11.05		10.54		-		10.73		-		11.72		-		11.14		10.19		-
Tier 14		11.27		10.73		-		11.13		-		12.16		-		11.56		10.22		-
MassMutual RetireEase SelectSM
Tier 1		-		-		8.25		-		9.24		-		9.42		-		-		7.93
Tier 2		-		-		8.48		-		9.50		-		9.69		-		-		8.16
MassMutual Transitions SelectSM
Tier 1		-		11.38		12.91		-		14.12		-		13.79		-		10.33		14.05
Tier 2		12.03		11.38		-		12.78		-		13.98		-		13.64		10.33		-
MassMutual Equity EdgeSM
Tier 1		-		-		-		-		-		-		10.97		-		-		-
Tier 2		-		-		-		-		-		-		11.04		-		-		-
Tier 3		-		-		-		-		-		-		11.23		-		-		-
Tier 4		-		-		-		-		-		-		11.23		-		-		-

See Notes to Financial Statements.

F-4

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 2012

	MML Foreign Sub-Account		MML Fundamental Growth Sub-Account		MML Fundamental Value Sub-Account		MML Global Sub-Account		MML Global Sub-Account		MML Global Sub-Account		MML Growth Sub-Account		MML Growth & Income Sub-Account		MML Growth & Income Sub-Account		MML Growth Allocation Sub-Account
	(Service Class)						(Class I)		(Service Class I)		(Class II)				(Initial Class)		(Service Class)		(Initial Class)
ASSETS
Investments
Number of shares		738,957		36,169		18,548		615,869		390,500		331,192		5,826,066		9,203,587		1,349,900		50,029,980
Identified cost	$	6,059,545	$	400,573	$	226,967	$	5,247,820	$	3,295,087	$	3,100,914	$	54,081,155	$	86,325,788	$	9,211,346	$	449,914,144
Value	$	6,968,364	$	394,964	$	230,364	$	6,047,834	$	3,819,089	$	3,298,671	$	65,018,899	$	85,041,147	$	12,419,082	$	533,319,585
Dividends receivable		-		-		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		-		2,197		-		-		-		-		-		-		-		-
Total assets		6,968,364		397,161		230,364		6,047,834		3,819,089		3,298,671		65,018,899		85,041,147		12,419,082		533,319,585
LIABILITIES
Annuitant mortality fluctuation reserve		-		-		-		-		-		-		-		4,709		-		-
Payable to Massachusetts Mutual Life Insurance Company		210,699		-		70		48,780		114,384		402		375,682		37,949		29,033		452,138
Total liabilities		210,699		-		70		48,780		114,384		402		375,682		42,658		29,033		452,138
NET ASSETS	$	6,757,665	$	397,161	$	230,294	$	5,999,054	$	3,704,705	$	3,298,269	$	64,643,217	$	84,998,489	$	12,390,049	$	532,867,447
Net Assets:
Accumulation units - value	$	6,757,665	$	397,161	$	230,294	$	5,915,628	$	3,704,705	$	3,298,269	$	64,643,217	$	84,766,715	$	12,390,049	$	532,867,447
Contracts in payout (annuitization) period		-		-		-		83,426		-		-		-		231,774		-		-
Net assets	$	6,757,665	$	397,161	$	230,294	$	5,999,054	$	3,704,705	$	3,298,269	$	64,643,217	$	84,998,489	$	12,390,049	$	532,867,447
Outstanding units
Contract owners		503,548		41,068		22,517		522,661		321,653		364,723		5,543,162		6,192,405		1,104,552		46,165,877
UNIT VALUE
Panorama Premier	$	-	$	9.65	$	10.22	$	-	$	-	$	9.38	$	-	$	14.15	$	-	$	11.48
Panorama Passage®
Tier 1		-		9.65		10.21		-		-		9.15		-		14.03		-		11.43
Tier 2		-		9.64		10.20		-		-		9.01		-		13.82		-		11.34
Tier 3		-		9.66		10.23		-		-		9.46		-		14.37		-		11.58
MassMutual Artistry		-		9.67		10.23		-		-		6.63		16.44		14.46		-		11.61
MassMutual Transitions®
Custom Plan		-		9.68		10.25		11.32		-		-		-		14.78		-		11.74
Package Plan I		-		9.68		10.25		11.32		-		-		-		14.78		-		11.74
Package Plan II		-		9.66		10.22		10.91		-		-		-		14.29		-		11.54
Package Plan III		-		9.64		10.21		10.62		-		-		-		13.95		-		11.40
MassMutual EvolutionSM
Tier 1		-		9.64		10.21		10.55		-		-		11.54		10.66		-		11.40
Tier 2		-		9.62		10.18		10.18		-		-		11.34		10.29		-		11.18
Tier 3		-		9.60		10.16		9.96		-		-		11.22		10.06		-		11.04
Tier 4		-		9.62		10.18		10.17		-		-		11.34		10.27		-		11.18
Tier 5		-		9.59		10.15		9.81		-		-		11.15		9.91		-		10.96
Tier 6		-		9.58		10.14		9.60		-		-		11.03		9.70		-		10.82
Tier 7		-		9.61		10.17		10.12		-		-		11.29		10.22		-		11.12
Tier 8		-		9.59		10.15		9.75		-		-		11.10		9.85		-		10.90
Tier 9		12.08		9.60		10.16		-		9.96		-		11.20		-		10.02		-
Tier 10		12.60		9.63		10.19		-		10.39		-		11.44		-		10.45		-
Tier 11		11.64		9.57		10.13		-		9.60		-		11.00		-		9.66		-
Tier 12		12.38		9.60		10.17		-		10.21		-		11.24		-		10.27		-
Tier 13		11.50		9.54		10.10		-		9.49		-		10.87		-		9.54		-
Tier 14		11.94		9.57		10.13		-		9.84		-		11.06		-		9.90		-
MassMutual RetireEase SelectSM
Tier 1		-		-		-		8.58		-		-		-		8.48		-		-
Tier 2		-		-		-		8.82		-		-		-		8.72		-		-
MassMutual Transitions SelectSM
Tier 1		-		9.67		10.24		12.44		-		-		11.74		11.80		-		11.63
Tier 2		13.91		9.67		10.24		-		12.36		-		11.74		-		11.67		-
MassMutual Equity EdgeSM
Tier 1		-		-		-		-		-		-		-		-		-		-
Tier 2		-		-		-		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		-		-		-		-

See Notes to Financial Statements.

F-5

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 2012

	MML Growth Allocation Sub-Account		MML High Yield Sub-Account		MML Income & Growth Sub-Account		MML Income & Growth Sub-Account		MML Inflation-Protected and Income Sub-Account		MML Inflation-Protected and Income Sub-Account		MML International Sub-Account		MML Large Cap Growth Sub-Account		MML Large Cap Growth Sub-Account		MML Large Cap Value Sub-Account
	(Service Class)				(Initial Class)		(Service Class)		(Initial Class)		(Service Class)				(Initial Class)		(Service Class)		(Initial Class)
ASSETS
Investments
Number of shares		77,893,986		1,265,215		3,018,742		1,192,614		22,002,739		5,488,251		3,998,985		1,573,865		124,065		13,230,087
Identified cost	$	590,547,971	$	13,187,522	$	28,187,722	$	10,068,853	$	236,299,185	$	61,306,565	$	35,148,439	$	15,202,393	$	1,301,056	$	153,925,727
Value	$	827,234,127	$	13,803,498	$	28,617,678	$	11,234,426	$	260,952,482	$	64,926,006	$	38,470,239	$	18,288,307	$	1,430,468	$	163,236,531
Dividends receivable		-		-		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		-		-		28,096		51,905		2,147,267		509,589		-		12,097		8,785		1,270,156
Total assets		827,234,127		13,803,498		28,645,774		11,286,331		263,099,749		65,435,595		38,470,239		18,300,404		1,439,253		164,506,687
LIABILITIES
Annuitant mortality fluctuation reserve		-		-		-		-		4,230		-		-		-		-		1,696
Payable to Massachusetts Mutual Life Insurance Company		79,662		2,050		-		-		-		-		711,547		-		-		-
Total liabilities		79,662		2,050		-		-		4,230		-		711,547		-		-		1,696
NET ASSETS	$	827,154,465	$	13,801,448	$	28,645,774	$	11,286,331	$	263,095,519	$	65,435,595	$	37,758,692	$	18,300,404	$	1,439,253	$	164,504,991
Net Assets:
Accumulation units - value	$	827,154,465	$	13,801,448	$	28,426,759	$	11,286,331	$	261,127,970	$	65,435,595	$	37,758,692	$	18,276,799	$	1,439,253	$	163,576,882
Contracts in payout (annuitization) period		-		-		219,015		-		1,967,549		-		-		23,605		-		928,109
Net assets	$	827,154,465	$	13,801,448	$	28,645,774	$	11,286,331	$	263,095,519	$	65,435,595	$	37,758,692	$	18,300,404	$	1,439,253	$	164,504,991
Outstanding units
Contract owners		72,289,378		1,085,391		2,167,378		933,574		18,712,193		4,794,866		3,569,633		1,564,103		116,796		13,181,415
UNIT VALUE
Panorama Premier	$	-	$	12.70	$	14.39	$	-	$	14.72	$	-	$	-	$	9.06	$	-	$	11.29
Panorama Passage®
Tier 1		-		12.67		11.15		-		14.60		-		-		9.20		-		11.17
Tier 2		-		12.61		10.98		-		14.37		-		-		9.06		-		10.99
Tier 3		-		12.75		11.53		-		14.95		-		-		9.51		-		11.52
MassMutual Artistry		-		12.77		10.34		-		15.04		-		14.08		7.33		-		11.51
MassMutual Transitions®
Custom Plan		-		12.85		13.62		-		15.38		-		-		12.50		-		14.19
Package Plan I		-		12.85		13.62		-		15.38		-		-		12.50		-		14.19
Package Plan II		-		12.73		13.13		-		14.87		-		-		12.05		-		13.67
Package Plan III		-		12.65		12.79		-		14.51		-		-		11.73		-		13.32
MassMutual EvolutionSM
Tier 1		-		12.65		11.57		-		13.61		-		10.46		11.11		-		11.57
Tier 2		-		12.51		11.17		-		13.13		-		10.28		10.72		-		11.17
Tier 3		-		12.43		10.93		-		12.85		-		10.17		10.49		-		10.93
Tier 4		-		12.51		11.15		-		13.11		-		10.28		10.70		-		11.15
Tier 5		-		12.38		10.77		-		12.66		-		10.10		10.33		-		10.76
Tier 6		-		12.30		10.53		-		12.38		-		9.99		10.11		-		10.53
Tier 7		-		12.48		11.10		-		13.05		-		10.23		10.65		-		11.10
Tier 8		-		12.35		10.70		-		12.58		-		10.06		10.27		-		10.70
Tier 9		10.92		12.41		-		10.90		-		12.79		10.15		-		10.44		-
Tier 10		11.19		12.58		-		11.36		-		13.34		10.37		-		10.88		-
Tier 11		10.71		12.28		-		10.50		-		12.33		9.97		-		10.06		-
Tier 12		11.00		12.45		-		11.17		-		13.11		10.19		-		10.70		-
Tier 13		10.58		12.13		-		10.38		-		12.18		9.85		-		9.94		-
Tier 14		10.79		12.26		-		10.77		-		12.64		10.03		-		10.31		-
MassMutual RetireEase SelectSM
Tier 1		-		-		8.37		-		13.31		-		-		9.88		-		8.56
Tier 2		-		-		8.61		-		13.69		-		-		10.16		-		8.80
MassMutual Transitions SelectSM
Tier 1		-		12.78		12.68		-		14.09		-		10.64		13.37		-		12.75
Tier 2		11.51		12.78		-		12.56		-		13.93		10.64		-		13.21		-
MassMutual Equity EdgeSM
Tier 1		-		-		-		-		-		-		-		-		-		-
Tier 2		-		-		-		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		-		-		-		-

See Notes to Financial Statements.

F-6

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 2012

	MML Large Cap Value Sub-Account		MML Managed Bond Sub-Account		MML Managed Bond Sub-Account		MML Mid Cap Growth Sub-Account		MML Mid Cap Growth Sub-Account		MML Mid Cap Value Sub-Account		MML Mid Cap Value Sub-Account		MML Moderate Allocation Sub-Account		MML Moderate Allocation Sub-Account		MML Money Market Sub-Account
	(Service Class)		(Initial Class)		(Service Class)		(Initial Class)		(Service Class)		(Initial Class)		(Service Class)		(Initial Class)		(Service Class)
ASSETS
Investments
Number of shares		1,832,685		17,187,863		10,467,179		5,936,150		2,267,552		18,782,948		1,483,865		34,018,710		97,222,075		106,115,316
Identified cost	$	18,601,504	$	215,757,095	$	135,322,097	$	61,213,514	$	24,246,950	$	184,752,984	$	13,901,135	$	317,070,008	$	878,449,590	$	106,011,592
Value		$22,495,202	$	226,916,162	$	137,979,528	$	76,932,508	$	29,047,335	$	208,678,549	$	16,381,870	$	372,845,065	$	1,058,748,393	$	106,010,368
Dividends receivable		-		-		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		165,562		1,650,531		2,122,099		54,439		100,280		-		-		-		1,601,896		284,726
Total assets		22,660,764		228,566,693		140,101,627		76,986,947		29,147,615		208,678,549		16,381,870		372,845,065		1,060,350,289		106,295,094
LIABILITIES
Annuitant mortality fluctuation reserve		-		5,378		-		168		-		2,172		-		-		-		5,010
Payable to Massachusetts Mutual Life Insurance Company		-		-		-		-		-		2,133,089		143,119		326,235		-		-
Total liabilities		-		5,378		-		168		-		2,135,261		143,119		326,235		-		5,010
NET ASSETS	$	22,660,764	$	228,561,315	$	140,101,627	$	76,986,779	$	29,147,615	$	206,543,288	$	16,238,751	$	372,518,830	$	1,060,350,289	$	106,290,084
Net Assets:
Accumulation units - value	$	22,660,764	$	226,586,370	$	140,101,627	$	76,542,809	$	29,147,615	$	205,367,013	$	16,238,751	$	372,518,830	$	1,060,350,289	$	105,143,542
Contracts in payout (annuitization) period		-		1,974,945		-		443,970		-		1,176,275		-		-		-		1,146,542
Net assets	$	22,660,764	$	228,561,315	$	140,101,627	$	76,986,779	$	29,147,615	$	206,543,288	$	16,238,751	$	372,518,830	$	1,060,350,289	$	106,290,084
Outstanding units
Contract owners		1,865,934		15,410,206		9,990,702		4,084,022		2,190,642		12,245,799		1,012,000		31,579,198		91,317,577		11,036,824
UNIT VALUE
Panorama Premier	$	-	$	-	$	12.37	$	32.69	$	-	$	21.46	$	-	$	11.72	$	-	$	9.51
Panorama Passage®
Tier 1		-		18.46		-		24.38		-		22.89		-		11.67		-		9.47
Tier 2		-		18.18		-		24.01		-		22.54		-		11.58		-		9.40
Tier 3		-		19.08		-		25.21		-		23.66		-		11.81		-		9.59
MassMutual Artistry		-		18.26		-		19.24		-		23.90		-		11.85		-		9.62
MassMutual Transitions®
Custom Plan		-		16.54		-		21.38		-		18.96		-		11.98		-		9.73
Package Plan I		-		16.54		-		21.38		-		18.96		-		11.98		-		9.73
Package Plan II		-		15.94		-		20.60		-		18.27		-		11.78		-		9.56
Package Plan III		-		15.52		-		20.06		-		17.79		-		11.63		-		9.44
MassMutual EvolutionSM
Tier 1		-		13.94		-		13.29		-		15.56		-		11.63		-		9.44
Tier 2		-		13.45		-		12.94		-		15.02		-		11.41		-		9.26
Tier 3		-		13.16		-		12.72		-		14.69		-		11.27		-		9.14
Tier 4		-		13.43		-		12.94		-		15.00		-		11.41		-		9.26
Tier 5		-		12.97		-		12.60		-		14.47		-		11.18		-		9.08
Tier 6		-		12.68		-		12.39		-		14.16		-		11.05		-		8.97
Tier 7		-		13.37		-		12.86		-		14.92		-		11.35		-		9.21
Tier 8		-		12.88		-		12.52		-		14.38		-		11.13		-		9.03
Tier 9		10.89		-		13.11		-		12.61		-		14.64		-		11.13		9.13
Tier 10		11.35		-		13.67		-		13.03		-		15.26		-		11.40		9.36
Tier 11		10.49		-		12.64		-		12.27		-		14.11		-		10.91		8.95
Tier 12		11.16		-		13.44		-		12.81		-		15.00		-		11.21		9.20
Tier 13		10.37		-		12.49		-		12.13		-		13.94		-		10.78		8.85
Tier 14		10.76		-		12.96		-		12.46		-		14.46		-		10.99		9.02
MassMutual RetireEase SelectSM
Tier 1		-		13.14		-		11.65		-		10.98		-		-		-		9.88
Tier 2		-		13.51		-		11.98		-		11.29		-		-		-		9.79
MassMutual Transitions SelectSM
Tier 1		-		14.47		-		13.65		-		16.60		-		11.87		-		9.63
Tier 2		12.62		-		14.32		-		13.50		-		16.42		-		11.73		9.63
MassMutual Equity EdgeSM
Tier 1		-		-		-		-		-		-		-		-		-		9.71
Tier 2		-		-		-		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		-		-		-		9.77

See Notes to Financial Statements.

F-7

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 2012

	MML Short-Duration Bond Sub-Account		MML Small Cap Growth Equity Sub-Account		MML Small Cap Growth Equity Sub-Account		MML Small Company Value Sub-Account		MML Small/Mid Cap Equity Sub-Account		MML Small/Mid Cap Equity Sub-Account		MML Small/Mid Cap Value Sub-Account		MML Small/Mid Cap Value Sub-Account		MML Strategic Emerging Markets Sub-Account		MML Total Return Sub-Account
			(Initial Class)		(Service Class)				(Initial Class)		(Service Class)		(Initial Class)		(Service Class)
ASSETS
Investments
Number of shares		1,715,582		8,387,559		357,907		316,597		3,524,546		521,385		15,868,351		888,610		722,047		475,961
Identified cost	$	17,467,060	$	132,276,536	$	5,702,280	$	5,459,947	$	24,168,491	$	4,208,207	$	124,216,298	$	7,135,203	$	8,308,469	$	5,097,921
Value	$	17,310,221	$	136,721,790	$	5,760,182	$	5,920,368	$	31,099,390	$	4,567,091	$	159,635,614	$	8,894,986	$	7,920,858	$	5,135,619
Dividends receivable		-		-		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		46,028		2,507,208		76,625		-		-		-		-		-		-		-
Total assets		17,356,249		139,228,998		5,836,807		5,920,368		31,099,390		4,567,091		159,635,614		8,894,986		7,920,858		5,135,619
LIABILITIES
Annuitant mortality fluctuation reserve		-		1,766		-		-		41		-		1,077		-		-		-
Payable to Massachusetts Mutual Life Insurance Company		-		-		-		34,690		29,707		22,328		4,492,359		181,551		35,857		596
Total liabilities		-		1,766		-		34,690		29,748		22,328		4,493,436		181,551		35,857		596
NET ASSETS	$	17,356,249	$	139,227,232	$	5,836,807	$	5,885,678	$	31,069,642	$	4,544,763	$	155,142,178	$	8,713,435	$	7,885,001	$	5,135,023
Net Assets:
Accumulation units - value	$	17,356,249	$	138,454,577	$	5,836,807	$	5,885,678	$	30,920,201	$	4,544,763	$	154,304,354	$	8,713,435	$	7,885,001	$	5,135,023
Contracts in payout (annuitization) period		-		772,655		-		-		149,441		-		837,824		-		-		-
Net assets	$	17,356,249	$	139,227,232	$	5,836,807	$	5,885,678	$	31,069,642	$	4,544,763	$	155,142,178	$	8,713,435	$	7,885,001	$	5,135,023
Outstanding units
Contract owners		1,649,121		8,656,411		369,913		348,094		2,048,072		337,377		10,739,221		632,734		637,774		493,216
UNIT VALUE
Panorama Premier	$	10.52	$	19.12	$	-	$	-	$	18.86	$	-	$	18.87	$	-	$	-	$	10.41
Panorama Passage®
Tier 1		10.49		17.00		-		-		17.10		-		18.71		-		-		10.40
Tier 2		10.45		16.74		-		-		16.84		-		18.42		-		-		10.39
Tier 3		10.57		17.57		-		-		17.68		-		19.16		-		-		10.42
MassMutual Artistry		10.58		11.88		-		17.00		16.15		-		19.28		-		15.20		10.42
MassMutual Transitions®
Custom Plan		10.65		18.13		-		-		15.40		-		19.71		-		-		10.44
Package Plan I		10.65		18.13		-		-		15.40		-		19.71		-		-		10.44
Package Plan II		10.55		17.47		-		-		14.84		-		19.05		-		-		10.41
Package Plan III		10.48		17.01		-		-		14.45		-		18.60		-		-		10.40
MassMutual EvolutionSM
Tier 1		10.48		14.07		-		16.77		12.72		-		13.35		-		12.21		10.40
Tier 2		10.37		13.58		-		16.52		12.28		-		12.89		-		12.00		10.37
Tier 3		10.30		13.28		-		16.37		12.01		-		12.61		-		11.87		10.35
Tier 4		10.37		13.56		-		16.52		12.26		-		12.87		-		12.00		10.37
Tier 5		10.26		13.09		-		16.28		11.84		-		12.42		-		11.79		10.34
Tier 6		10.19		12.80		-		16.13		11.58		-		12.15		-		11.67		10.32
Tier 7		10.34		13.50		-		16.46		12.20		-		12.81		-		11.95		10.36
Tier 8		10.23		13.01		-		16.22		11.76		-		12.34		-		11.74		10.33
Tier 9		10.28		-		13.23		16.34		-		11.95		-		12.57		11.84		10.35
Tier 10		10.42		-		13.80		16.64		-		12.46		-		13.10		12.10		10.38
Tier 11		10.18		-		12.75		16.10		-		11.52		-		12.11		11.64		10.32
Tier 12		10.31		-		13.56		16.40		-		12.24		-		12.88		11.90		10.35
Tier 13		10.05		-		12.60		15.91		-		11.38		-		11.97		11.50		10.29
Tier 14		10.16		-		13.08		16.15		-		11.81		-		12.42		11.70		10.32
MassMutual RetireEase SelectSM
Tier 1		-		10.05		-		-		9.76		-		8.93		-		-		-
Tier 2		-		10.34		-		-		10.03		-		9.18		-		-		-
MassMutual Transitions SelectSM
Tier 1		10.59		16.67		-		17.01		14.51		-		14.20		-		12.42		10.42
Tier 2		10.59		-		16.49		17.01		-		14.33		-		14.05		12.42		10.42
MassMutual Equity EdgeSM
Tier 1		-		-		-		-		-		-		-		-		-		-
Tier 2		-		-		-		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		-		-		-		-

See Notes to Financial Statements.

F-8

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 2012

	Oppenheimer Balanced Sub-Account		Oppenheimer Balanced Sub-Account		Oppenheimer Capital Appreciation Sub-Account		Oppenheimer Capital Appreciation Sub-Account		Oppenheimer Core Bond Sub-Account		Oppenheimer Global Securities Sub-Account		Oppenheimer Global Securities Sub-Account		Oppenheimer Global Strategic Income Sub-Account		Oppenheimer Global Strategic Income Sub-Account		Oppenheimer International Growth Sub-Account
	(Service)		(Non-Service)		(Service)		(Non-Service)				(Service)		(Non-Service)		(Service)		(Non-Service)		(Service)
ASSETS
Investments
Number of shares		9,000		1,159,440		131,223		5,168,302		561,969		770,326		7,742,628		10,674,058		58,087,243		7,422,403
Identified cost	$	91,947	$	15,788,209	$	4,912,410	$	198,034,761	$	5,597,424	$	20,791,108	$	229,908,774	$	56,483,336	$	308,979,992	$	12,505,729
Value	$	111,332	$	14,516,193	$	5,860,400	$	232,883,694	$	4,641,866	$	24,843,028	$	252,022,531	$	61,802,795	$	329,354,668	$	15,883,942
Dividends receivable		-		-		-		-		-		-		-		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		-		-		53,026		5,201,127		-		-		-		-		-		-
Total assets		111,332		14,516,193		5,913,426		238,084,821		4,641,866		24,843,028		252,022,531		61,802,795		329,354,668		15,883,942
LIABILITIES
Annuitant mortality fluctuation reserve		-		1,213		-		3,232		-		-		4,171		-		9,958		-
Payable to Massachusetts Mutual Life Insurance Company		29		3,747		-		-		490		666,585		6,003,034		60,392		1,118,604		374,082
Total liabilities		29		4,960		-		3,232		490		666,585		6,007,205		60,392		1,128,562		374,082
NET ASSETS	$	111,303	$	14,511,233	$	5,913,426	$	238,081,589	$	4,641,376	$	24,176,443	$	246,015,326	$	61,742,403	$	328,226,106	$	15,509,860
Net Assets:
Accumulation units - value	$	111,303	$	14,463,325	$	5,913,426	$	236,768,805	$	4,641,376	$	24,176,443	$	244,588,899	$	61,742,403	$	326,142,388	$	15,509,860
Contracts in payout (annuitization) period		-		47,908		-		1,312,784		-		-		1,426,427		-		2,083,718		-
Net assets	$	111,303	$	14,511,233	$	5,913,426	$	238,081,589	$	4,641,376	$	24,176,443	$	246,015,326	$	61,742,403	$	328,226,106	$	15,509,860
Outstanding units
Contract owners		10,832		1,276,537		496,365		19,273,489		347,257		1,484,884		14,230,635		4,046,601		19,958,314		841,081
UNIT VALUE
Panorama Premier	$	-	$	11.19	$	-	$	11.84	$	13.37	$	-	$	21.40	$	-	$	20.66	$	-
Panorama Passage®
Tier 1		-		11.06		-		11.91		-		-		21.23		-		20.31		-
Tier 2		-		10.89		-		11.72		-		-		20.90		-		20.00		-
Tier 3		-		11.42		-		12.31		-		-		21.94		-		21.00		-
MassMutual Artistry		-		11.14		-		8.57		-		-		14.61		-		20.25		-
MassMutual Transitions®
Custom Plan		-		11.98		-		12.86		-		-		18.65		-		19.62		-
Package Plan I		-		11.98		-		12.86		-		-		18.65		-		19.62		-
Package Plan II		-		11.54		-		12.39		-		-		17.97		-		18.91		-
Package Plan III		-		11.24		-		12.07		-		-		17.50		-		18.41		-
MassMutual EvolutionSM
Tier 1		-		9.77		-		11.34		-		-		15.08		-		15.21		-
Tier 2		-		9.43		-		10.94		-		-		14.55		-		14.68		-
Tier 3		-		9.23		-		10.70		-		-		14.24		-		14.36		-
Tier 4		-		9.42		-		10.93		-		-		14.53		-		14.66		-
Tier 5		-		9.09		-		10.55		-		-		14.03		-		14.15		-
Tier 6		-		8.89		-		10.32		-		-		13.72		-		13.84		-
Tier 7		-		9.37		-		10.87		-		-		14.46		-		14.59		-
Tier 8		-		9.03		-		10.48		-		-		13.94		-		14.06		-
Tier 9		9.19		-		10.66		-		-		14.18		-		14.28		-		15.94
Tier 10		9.58		-		11.12		-		-		14.78		-		14.89		-		16.62
Tier 11		8.86		-		10.28		-		-		13.67		-		13.77		-		15.37
Tier 12		9.42		-		10.93		-		-		14.53		-		14.64		-		16.34
Tier 13		-		-		10.15		-		-		13.50		-		13.60		-		15.18
Tier 14		-		-		10.54		-		-		14.01		-		14.11		-		15.75
MassMutual RetireEase SelectSM
Tier 1		-		7.81		-		9.30		-		-		9.58		-		12.74		-
Tier 2		-		8.03		-		9.56		-		-		9.85		-		13.10		-
MassMutual Transitions SelectSM
Tier 1		-		10.65		-		12.74		-		-		17.35		-		15.69		-
Tier 2		10.54		-		12.60		-		-		17.16		-		15.50		-		19.34
MassMutual Equity EdgeSM
Tier 1		-		-		-		-		-		-		-		-		-		-
Tier 2		-		-		-		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		-		-		-		-

See Notes to Financial Statements.

F-9

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 2012

	Oppenheimer International Growth Sub-Account		Oppenheimer Main Street Sub-Account		Oppenheimer Main Street Sub-Account		Oppenheimer Money Sub-Account		Oppenheimer Small- & Mid-Cap Growth Sub-Account		Oppenheimer Small- & Mid-Cap Growth Sub-Account		PIMCO CommodityRealReturn® Strategy Sub-Account
	(Non-Service)		(Service)		(Non-Service)				(Service)		(Non-Service)
ASSETS
Investments
Number of shares		24,425,210		117,848		1,504,742		20,062,721		78,914		2,701,328		2,939,932
Identified cost	$	43,930,114	$	2,485,211	$	30,455,341	$	20,062,721	$	3,751,763	$	114,242,735	$	24,225,056
Value	$	50,560,184	$	2,802,431	$	36,068,673	$	20,062,721	$	4,202,159	$	148,032,777	$	21,196,909
Dividends receivable		-		-		-		42		-		-		-
Receivable from Massachusetts Mutual Life Insurance Company		-		2,950		12,853		-		20,903		4,564,845		377,213
Total assets		50,560,184		2,805,381		36,081,526		20,062,763		4,223,062		152,597,622		21,574,122
LIABILITIES
Annuitant mortality fluctuation reserve		391		-		536		8,863		-		1,486		294
Payable to Massachusetts Mutual Life Insurance Company		571,958		-		-		3,341		-		-		-
Total liabilities		572,349		-		536		12,204		-		1,486		294
NET ASSETS	$	49,987,835	$	2,805,381	$	36,080,990	$	20,050,559	$	4,223,062	$	152,596,136	$	21,573,828
Net Assets:
Accumulation units - value	$	49,580,688	$	2,805,381	$	36,042,804	$	19,755,136	$	4,223,062	$	151,727,571	$	21,417,800
Contracts in payout (annuitization) period		407,147		-		38,186		295,423		-		868,565		156,028
Net assets	$	49,987,835	$	2,805,381	$	36,080,990	$	20,050,559	$	4,223,062	$	152,596,136	$	21,573,828
Outstanding units
Contract owners		2,629,647		214,866		2,759,857		1,833,934		324,959		11,813,340		2,089,583
UNIT VALUE
Panorama Premier	$	26.14	$	-	$	11.28	$	12.78	$	-	$	9.96	$	10.22
Panorama Passage®
Tier 1		16.92		-		11.54		11.05		-		9.88		10.16
Tier 2		16.66		-		11.36		10.88		-		9.73		10.05
Tier 3		17.49		-		11.93		11.42		-		10.21		10.33
MassMutual Artistry		12.33		-		10.35		11.06		-		5.44		10.37
MassMutual Transitions®
Custom Plan		19.67		-		14.09		10.83		-		13.60		10.53
Package Plan I		19.67		-		14.09		10.83		-		13.60		10.53
Package Plan II		18.95		-		13.58		10.43		-		13.11		10.29
Package Plan III		18.46		-		13.22		10.16		-		12.76		10.12
MassMutual EvolutionSM
Tier 1		17.00		-		12.42		10.23		-		12.27		10.12
Tier 2		16.41		-		11.99		9.88		-		11.84		9.85
Tier 3		16.05		-		11.72		9.66		-		11.58		9.69
Tier 4		16.38		-		11.97		9.86		-		11.82		9.85
Tier 5		15.81		-		11.55		9.52		-		11.41		9.59
Tier 6		15.47		-		11.30		9.31		-		11.16		9.43
Tier 7		16.31		-		11.91		9.82		-		11.77		9.79
Tier 8		15.71		-		11.48		9.46		-		11.34		9.53
Tier 9		-		11.68		-		-		11.54		-		9.71
Tier 10		-		12.18		-		-		12.03		-		10.03
Tier 11		-		11.26		-		-		11.12		-		9.45
Tier 12		-		11.97		-		-		11.82		-		9.86
Tier 13		-		11.12		-		-		10.99		-		9.34
Tier 14		-		11.54		-		-		11.40		-		9.59
MassMutual RetireEase SelectSM
Tier 1		9.47		-		9.38		-		-		9.10		10.39
Tier 2		9.74		-		9.65		-		-		9.36		10.69
MassMutual Transitions SelectSM
Tier 1		19.60		-		13.84		10.63		-		13.66		10.39
Tier 2		-		13.70		-		-		13.51		-		10.39
MassMutual Equity EdgeSM
Tier 1		-		-		-		-		-		-		-
Tier 2		-		-		-		-		-		-		-
Tier 3		-		-		-		-		-		-		-
Tier 4		-		-		-		-		-		-		-

See Notes to Financial Statements.

F-10

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS

For The Year Ended December 31, 2012

	Fidelity® VIP Contrafund ® Sub-Account			Fidelity® VIP Contrafund ® Sub-Account			ING Clarion Global Real Estate Sub-Account			Invesco V.I. Diversified Dividend Sub-Account			Invesco V.I. Diversified Dividend Sub-Account			Invesco V.I. Global Health Care Sub-Account			Invesco V.I. Global Health Care Sub-Account			Invesco V.I. Technology Sub-Account			Invesco V.I. Technology Sub-Account			Ivy Asset Strategy Sub-Account
	(Initial Class)			(Service Class 2)						(Series I)			(Series II)			(Series I)			(Series II)			(Series I)			(Series II)
Investment income
Dividends	$	3,898,601		$	569,833		$	74,271		$	80,199		$	43,655		$	-		$	-		$	-		$	-		$	-
Expenses
Mortality and expense risk fees and administrative charges		3,656,449			620,490			179,857			41,731			29,907			109,835			34,124			76,805			25,029			122
Net investment income (loss)		242,152			(50,657	)		(105,586	)		38,468			13,748			(109,835	)		(34,124	)		(76,805	)		(25,029	)		(122	)
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		(10,729,900	)		1,271,717			403,374			258,449			133,482			(13,737	)		99,015			312,370			90,660			2
Realized gain distribution		-			-			-			-			-			-			-			-			-			-
Realized gain (loss)		(10,729,900	)		1,271,717			403,374			258,449			133,482			(13,737	)		99,015			312,370			90,660			2
Change in net unrealized appreciation/depreciation of investments		52,378,670			4,713,872			2,752,387			297,027			170,349			1,886,849			334,265			378,252			79,860			3,562
Net gain (loss) on investments		41,648,770			5,985,589			3,155,761			555,476			303,831			1,873,112			433,280			690,622			170,520			3,564
Net increase (decrease) in net assets resulting from operations		41,890,922			5,934,932			3,050,175			593,944			317,579			1,763,277			399,156			613,817			145,491			3,442
Capital transactions:
Transfer of net premiums		4,233,149			8,255,947			1,198,192			106,718			635,437			264,487			481,715			165,996			305,560			122,840
Transfers due to death benefits		(1,447,172	)		(328,444	)		(50,312	)		(35,084	)		-			(35,871	)		(11,852	)		(22,214	)		(6,204	)		-
Transfers due to annuity benefit payments		(169,750	)		-			(14,426	)		(2,111	)		-			(7,255	)		-			(890	)		-			-
Transfers due to withdrawal of funds		(26,402,409	)		(1,244,131	)		(831,465	)		(427,108	)		(46,760	)		(1,026,742	)		(84,542	)		(777,943	)		(50,290	)		(1,252	)
Transfers due to loans, net of repayments		(42,622	)		-			(2,988	)		(929	)		-			(1,337	)		-			1,401			-			-
Transfers due to cost of insurance		(944,918	)		(164,375	)		(44,902	)		(8,426	)		(7,056	)		(16,579	)		(5,565	)		(12,094	)		(2,187	)		-
Transfers due to contingent deferred sales charges		(801	)		-			(23	)		111			-			356			-			168			-			-
Transfers due to net charge (credit) to annuitant mortality fluctuation		(95,217	)		-			(19,939	)		(6,311	)		-			(2,223	)		-			(1,008	)		-			-
Transfers between Sub-Accounts and to/from Fixed Account		(10,010,363	)		(144,393	)		472,290			1,930,460			98,944			74,394			384,900			481,220			69,192			16,843
Net increase (decrease) in net assets resulting from capital transactions		(34,880,103	)		6,374,604			706,427			1,557,320			680,565			(750,770	)		764,656			(165,364	)		316,071			138,431
Total increase (decrease)		7,010,819			12,309,536			3,756,602			2,151,264			998,144			1,012,507			1,163,812			448,453			461,562			141,873
NET ASSETS, at beginning of the year		288,716,116			39,394,895			12,425,609			2,948,506			1,713,429			9,293,422			1,819,403			6,441,250			1,545,311			-
NET ASSETS, at end of the year	$	295,726,935		$	51,704,431		$	16,182,211		$	5,099,770		$	2,711,573		$	10,305,929		$	2,983,215		$	6,889,703		$	2,006,873		$	141,873

See Notes to Financial Statements.

F-11

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2012

	MML Aggressive Allocation Sub-Account			MML Aggressive Allocation Sub-Account			MML Babson Enhanced Index Core Equity Sub-Account			MML Babson Enhanced Index Core Equity Sub-Account			MML Balanced Allocation Sub-Account			MML Balanced Allocation Sub-Account			MML Blend Sub-Account			MML Blend Sub-Account			MML Blue Chip Growth Sub-Account			MML Blue Chip Growth Sub-Account
	(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)
Investment income
Dividends	$	267,072		$	186,793		$	172,387		$	12,544		$	2,268,539		$	4,492,606		$	1,244,821		$	354,205		$	36,792		$	-
Expenses
Mortality and expense risk fees and administrative charges		438,711			403,390			29,538			3,004			1,603,231			3,868,939			669,794			256,812			470,104			177,752
Net investment income (loss)		(171,639	)		(216,597	)		142,849			9,540			665,308			623,667			575,027			97,393			(433,312	)		(177,752	)
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		298,909			1,205,451			(323,414	)		95,223			1,661,268			5,411,761			1,178,252			357,060			1,659,953			912,345
Realized gain distribution		-			-			-			-			2,998,091			6,714,308			-			-			-			-
Realized gain (loss)		298,909			1,205,451			(323,414	)		95,223			4,659,359			12,126,069			1,178,252			357,060			1,659,953			912,345
Change in net unrealized appreciation/depreciation of investments		4,321,682			3,072,142			874,804			(50,947	)		7,605,844			15,030,382			3,940,705			1,169,925			5,086,661			911,342
Net gain (loss) on investments		4,620,591			4,277,593			551,390			44,276			12,265,203			27,156,451			5,118,957			1,526,985			6,746,614			1,823,687
Net increase (decrease) in net assets resulting from operations		4,448,952			4,060,996			694,239			53,816			12,930,511			27,780,118			5,693,984			1,624,378			6,313,302			1,645,935
Capital transactions:
Transfer of net premiums		747,655			3,808,933			40,595			21,767			1,240,393			43,853,712			704,360			4,236,933			842,594			3,149,058
Transfers due to death benefits		-			-			(8,463	)		(6,206	)		(1,655,506	)		(1,217,719	)		(802,108	)		(63,429	)		(231,905	)		(112,276	)
Transfers due to annuity benefit payments		-			-			(539	)		-			-			-			(57,132	)		-			(30,818	)		-
Transfers due to withdrawal of funds		(2,367,193	)		(1,985,544	)		(518,524	)		(28,602	)		(9,282,435	)		(10,668,176	)		(6,202,258	)		(608,189	)		(4,984,112	)		(398,920	)
Transfers due to loans, net of repayments		(1,595	)		-			444			-			136			-			(11,022	)		-			(7,571	)		-
Transfers due to cost of insurance		(129,846	)		(90,083	)		(3,616	)		(542	)		(790,436	)		(1,756,826	)		(91,547	)		(45,933	)		(92,214	)		(41,942	)
Transfers due to contingent deferred sales charges		(12	)		-			(133	)		-			(96	)		-			(841	)		-			(171	)		-
Transfers due to net charge (credit) to annuitant mortality fluctuation		-			-			118			-			-			-			40,921			-			(21,011	)		-
Transfers between Sub-Accounts and to/from Fixed Account		(668,991	)		(134,944	)		(8,427,741	)		(736,786	)		15,752,371			4,770,900			19,970,915			4,638,741			4,497,293			1,176,224
Net increase (decrease) in net assets resulting from capital transactions		(2,419,982	)		1,598,362			(8,917,859	)		(750,369	)		5,264,427			34,981,891			13,551,288			8,158,123			(27,915	)		3,772,144
Total increase (decrease)		2,028,970			5,659,358			(8,223,620	)		(696,553	)		18,194,938			62,762,009			19,245,272			9,782,501			6,285,387			5,418,079
NET ASSETS, at beginning of the year		32,302,257			28,799,109			8,223,620			696,553			114,225,528			249,534,969			44,001,527			12,331,626			36,898,036			9,476,139
NET ASSETS, at end of the year	$	34,331,227		$	34,458,467		$	-		$	-		$	132,420,466		$	312,296,978		$	63,246,799		$	22,114,127		$	43,183,423		$	14,894,218

See Notes to Financial Statements.

F-12

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2012

	MML Capital Guardian Asset Allocation Sub-Account			MML Capital Guardian Asset Allocation Sub-Account			MML China Sub-Account			MML Conservative Allocation Sub-Account			MML Conservative Allocation Sub-Account			MML Core Allocation Sub-Account			MML Emerging Growth Sub-Account			MML Emerging Growth Sub-Account			MML Equity Sub-Account			MML Equity Sub-Account
	(Initial Class)			(Service Class)						(Initial Class)			(Service Class)						(Initial Class)			(Service Class)			(Initial Class)			(Service Class)
Investment income
Dividends	$	1,931,207		$	201,540		$	-		$	2,080,212		$	4,520,656		$	5,955,375		$	-		$	-		$	460,440		$	395,021
Expenses
Mortality and expense risk fees and administrative charges		282,337			40,694			40,979			1,355,207			3,608,295			5,383,964			22,319			5,398			288,202			303,855
Net investment income (loss)		1,648,870			160,846			(40,979	)		725,005			912,361			571,411			(22,319	)		(5,398	)		172,238			91,166
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		(6,895,265	)		1,317,433			(151,743	)		2,949,379			4,753,192			6,383,093			175,854			108,394			(853,174	)		605,683
Realized gain distribution		-			-			-			3,694,491			8,942,690			10,149,536			-			-			-			-
Realized gain (loss)		(6,895,265	)		1,317,433			(151,743	)		6,643,870			13,695,882			16,532,629			175,854			108,394			(853,174	)		605,683
Change in net unrealized appreciation/depreciation of investments		9,757,597			(991,418	)		841,689			2,972,916			8,609,085			19,783,590			277,193			(28,103	)		3,925,052			2,100,202
Net gain (loss) on investments		2,862,332			326,015			689,946			9,616,786			22,304,967			36,316,219			453,047			80,291			3,071,878			2,705,885
Net increase (decrease) in net assets resulting from operations		4,511,202			486,861			648,967			10,341,791			23,217,328			36,887,630			430,728			74,893			3,244,116			2,797,051
Capital transactions:
Transfer of net premiums		310,831			149,945			199,021			2,162,083			39,504,382			49,895,832			25,612			115,832			531,773			6,763,038
Transfers due to death benefits		(202,691	)		(100,412	)		(1,196	)		(503,396	)		(2,327,389	)		(1,200,889	)		(26,337	)		-			(208,959	)		(46,197	)
Transfers due to annuity benefit payments		(22,675	)		-			-			-			-			-			(2,365	)		-			(20,343	)		-
Transfers due to withdrawal of funds		(3,288,617	)		(80,670	)		(270,654	)		(10,523,759	)		(13,140,680	)		(13,753,888	)		(106,302	)		(8,730	)		(1,587,235	)		(824,314	)
Transfers due to loans, net of repayments		2,731			-			-			881			-			(8,363	)		110			-			17,194			-
Transfers due to cost of insurance		(38,376	)		(13,164	)		(4,670	)		(677,420	)		(1,606,492	)		(2,685,915	)		(3,245	)		(849	)		(54,639	)		(130,041	)
Transfers due to contingent deferred sales charges		(102	)		-			-			(41	)		-			-			(20	)		-			113			-
Transfers due to net charge (credit) to annuitant mortality fluctuation		(45,773	)		-			-			-			-			-			(6,874	)		-			(10,855	)		-
Transfers between Sub-Accounts and to/from Fixed Account		(80,998,507	)		(9,372,797	)		(79,889	)		20,854,692			18,648,569			(3,528,040	)		(6,436,932	)		(1,329,162	)		(946,439	)		(980,349	)
Net increase (decrease) in net assets resulting from capital transactions		(84,283,179	)		(9,417,098	)		(157,388	)		11,313,040			41,078,390			28,718,737			(6,556,353	)		(1,222,909	)		(2,279,390	)		4,782,137
Total increase (decrease)		(79,771,977	)		(8,930,237	)		491,579			21,654,831			64,295,718			65,606,367			(6,125,625	)		(1,148,016	)		964,726			7,579,188
NET ASSETS, at beginning of the year		79,771,977			8,930,237			2,790,513			101,065,583			231,276,991			354,087,519			6,125,625			1,148,016			23,062,270			18,493,513
NET ASSETS, at end of the year	$	-		$	-		$	3,282,092		$	122,720,414		$	295,572,709		$	419,693,886		$	-		$	-		$	24,026,996		$	26,072,701

See Notes to Financial Statements.

F-13

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2012

	MML Equity Income Sub-Account			MML Equity Income Sub-Account			MML Equity Index Sub-Account			MML Equity Index Sub-Account			MML Focused Equity Sub-Account			MML Foreign Sub-Account			MML Foreign Sub-Account			MML Fundamental Growth Sub-Account			MML Fundamental Value Sub-Account			MML Global Sub-Account
	(Initial Class)			(Service Class)			(Class I)			(Service Class I)						(Initial Class)			(Service Class)									(Class I)
Investment income
Dividends	$	4,813,511		$	688,805		$	949,240		$	130,207		$	3,293		$	4,501,893		$	125,859		$	2,896		$	838		$	58,151
Expenses
Mortality and expense risk fees and administrative charges		2,876,812			475,761			871,576			109,739			2,131			2,616,613			86,976			1,287			751			62,517
Net investment income (loss)		1,936,699			213,044			77,664			20,468			1,162			1,885,280			38,883			1,609			87			(4,366	)
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		(789,005	)		1,045,099			703,511			254,511			4,605			(6,682,663	)		198,984			913			971			(127,453	)
Realized gain distribution		-			-			-			-			21,898			-			-			8,299			124			-
Realized gain (loss)		(789,005	)		1,045,099			703,511			254,511			26,503			(6,682,663	)		198,984			9,212			1,095			(127,453	)
Change in net unrealized appreciation/depreciation of investments		33,027,135			3,661,062			7,210,538			653,392			8,339			38,327,986			772,249			(5,609	)		3,397			1,315,270
Net gain (loss) on investments		32,238,130			4,706,161			7,914,049			907,903			34,842			31,645,323			971,233			3,603			4,492			1,187,817
Net increase (decrease) in net assets resulting from operations		34,174,829			4,919,205			7,991,713			928,371			36,004			33,530,603			1,010,116			5,212			4,579			1,183,451
Capital transactions:
Transfer of net premiums		2,243,548			5,841,879			1,385,259			3,222,086			72,545			1,792,388			608,198			60,152			91,485			127,222
Transfers due to death benefits		(1,223,158	)		(185,647	)		(664,489	)		(180,334	)		-			(942,586	)		(18,390	)		-			-			(9,738	)
Transfers due to annuity benefit payments		(98,896	)		-			(69,546	)		-			-			(85,828	)		-			-			-			(3,401	)
Transfers due to withdrawal of funds		(20,950,822	)		(887,248	)		(4,825,287	)		(151,063	)		(8,033	)		(16,254,225	)		(166,929	)		(6,279	)		(320	)		(735,670	)
Transfers due to loans, net of repayments		(448	)		-			338			-			-			(6,708	)		-			-			-			-
Transfers due to cost of insurance		(837,138	)		(216,006	)		(20,397	)		(49,818	)		(60	)		(841,011	)		(27,313	)		40			(42	)		(16,242	)
Transfers due to contingent deferred sales charges		(174	)		-			(220	)		-			-			(196	)		-			-			-			-
Transfers due to net charge (credit) to annuitant mortality fluctuation		(23,628	)		-			(28,225	)		-			-			(22,912	)		-			-			-			(15,433	)
Transfers between Sub-Accounts and to/from Fixed Account		(13,480,083	)		(952,401	)		(235,636	)		227,705			408,796			(7,126,710	)		(264,135	)		338,036			134,592			(89,400	)
Net increase (decrease) in net assets resulting from capital transactions		(34,370,799	)		3,600,577			(4,458,203	)		3,068,576			473,248			(23,487,788	)		131,431			391,949			225,715			(742,662	)
Total increase (decrease)		(195,970	)		8,519,782			3,533,510			3,996,947			509,252			10,042,815			1,141,547			397,161			230,294			440,789
NET ASSETS, at beginning of the year		229,796,001			30,894,898			58,648,895			6,232,304			-			197,252,278			5,616,118			-			-			5,558,265
NET ASSETS, at end of the year	$	229,600,031		$	39,414,680		$	62,182,405		$	10,229,251		$	509,252		$	207,295,093		$	6,757,665		$	397,161		$	230,294		$	5,999,054

See Notes to Financial Statements.

F-14

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2012

	MML Global Sub-Account			MML Global Sub-Account			MML Growth Sub-Account			MML Growth & Income Sub-Account			MML Growth & Income Sub-Account			MML Growth Allocation Sub-Account			MML Growth Allocation Sub-Account			MML High Yield Sub-Account			MML Income & Growth Sub-Account			MML Income & Growth Sub-Account
	(Service Class I)			(Class II)						(Initial Class)			(Service Class)			(Initial Class)			(Service Class)						(Initial Class)			(Service Class)
Investment income
Dividends	$	28,603		$	32,024		$	114,445		$	1,080,425		$	121,326		$	7,079,213		$	8,967,612		$	655,720		$	316,861		$	97,325
Expenses
Mortality and expense risk fees and administrative charges		45,091			41,659			786,915			923,676			154,564			6,869,751			10,171,587			129,545			330,536			136,863
Net investment income (loss)		(16,488	)		(9,635	)		(672,470	)		156,749			(33,238	)		209,462			(1,203,975	)		526,175			(13,675	)		(39,538	)
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		127,795			(21,802	)		1,857,504			(2,496,113	)		362,232			4,209,239			14,967,094			37,952			(595,424	)		293,274
Realized gain distribution		-			-			519,630			-			-			5,004,317			7,698,844			46,321			-			-
Realized gain (loss)		127,795			(21,802	)		2,377,134			(2,496,113	)		362,232			9,213,556			22,665,938			84,273			(595,424	)		293,274
Change in net unrealized appreciation/depreciation of investments		481,535			659,055			6,328,582			17,102,300			1,477,110			54,192,635			73,648,745			736,270			3,625,489			683,658
Net gain (loss) on investments		609,330			637,253			8,705,716			14,606,187			1,839,342			63,406,191			96,314,683			820,543			3,030,065			976,932
Net increase (decrease) in net assets resulting from operations		592,842			627,618			8,033,246			14,762,936			1,806,104			63,615,653			95,110,708			1,346,718			3,016,390			937,394
Capital transactions:
Transfer of net premiums		920,988			77,736			12,289,520			870,273			1,308,143			6,659,421			24,810,458			2,833,691			441,653			1,851,560
Transfers due to death benefits		(15,941	)		(19,419	)		(166,371	)		(877,121	)		(31,187	)		(1,112,637	)		(1,535,396	)		(186,951	)		(149,820	)		(54,496	)
Transfers due to annuity benefit payments		-			-			-			(21,307	)		-			-			-			-			(9,054	)		-
Transfers due to withdrawal of funds		(137,280	)		(230,670	)		(2,138,794	)		(10,822,301	)		(192,965	)		(23,489,077	)		(24,556,880	)		(713,383	)		(3,358,960	)		(314,625	)
Transfers due to loans, net of repayments		-			(229	)		(4,426	)		3,928			-			(3,537	)		-			(11,044	)		(1,067	)		-
Transfers due to cost of insurance		(16,229	)		-			(292,733	)		(157,361	)		(31,030	)		(4,232,825	)		(4,934,391	)		(2,774	)		(43,179	)		(25,040	)
Transfers due to contingent deferred sales charges		-			(37	)		-			236			-			-			-			-			(583	)		-
Transfers due to net charge (credit) to annuitant mortality fluctuation		-			-			-			(17,075	)		-			-			-			-			(34,443	)		-
Transfers between Sub-Accounts and to/from Fixed Account		30,754			(117,898	)		(1,267,882	)		(5,014,541	)		(555,334	)		(7,336,649	)		(7,135,545	)		4,599,133			(497,492	)		426,452
Net increase (decrease) in net assets resulting from capital transactions		782,292			(290,517	)		8,419,314			(16,035,269	)		497,627			(29,515,304	)		(13,351,754	)		6,518,672			(3,652,945	)		1,883,851
Total increase (decrease)		1,375,134			337,101			16,452,560			(1,272,333	)		2,303,731			34,100,349			81,758,954			7,865,390			(636,555	)		2,821,245
NET ASSETS, at beginning of the year		2,329,571			2,961,168			48,190,657			86,270,822			10,086,318			498,767,098			745,395,511			5,936,058			29,282,329			8,465,086
NET ASSETS, at end of the year	$	3,704,705		$	3,298,269		$	64,643,217		$	84,998,489		$	12,390,049		$	532,867,447		$	827,154,465		$	13,801,448		$	28,645,774		$	11,286,331

See Notes to Financial Statements.

F-15

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2012

	MML Inflation-Protected and Income Sub-Account			MML Inflation-Protected and Income Sub-Account			MML International Sub-Account			MML Large Cap Growth Sub-Account			MML Large Cap Growth Sub-Account			MML Large Cap Value Sub-Account			MML Large Cap Value Sub-Account			MML Legg Mason Concentrated Growth Sub-Account			MML Legg Mason Concentrated Growth Sub-Account			MML Legg Mason Concentrated Growth Sub-Account
	(Initial Class)			(Service Class)						(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Class I)			(Service Class I)			(Class II)
Investment income
Dividends	$	8,457,769		$	1,727,136		$	471,959		$	11,837		$	—		$	1,161,284		$	108,476		$	138,032		$	33,695		$	76,639
Expenses
Mortality and expense risk fees and administrative charges		3,396,539			808,056			475,936			204,871			18,817			2,105,696			290,272			41,392			8,554			14,844
Net investment income (loss)		5,061,230			919,080			(3,977	)		(193,034	)		(18,817	)		(944,412	)		(181,796	)		96,640			25,141			61,795
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		5,423,187			1,032,205			684,797			419,262			47,645			274,535			796,730			(196,840	)		543,551			(441,903	)
Realized gain distribution		2,391,446			473,813			544,359			-			-			-			-			-			-			-
Realized gain (loss)		7,814,633			1,506,018			1,229,156			419,262			47,645			274,535			796,730			(196,840	)		543,551			(441,903	)
Change in net unrealized appreciation/depreciation of investments		1,689,459			297,464			3,952,562			2,435,077			141,004			19,030,146			1,542,188			1,237,496			(372,649	)		719,189
Net gain (loss) on investments		9,504,092			1,803,482			5,181,718			2,854,339			188,649			19,304,681			2,338,918			1,040,656			170,902			277,286
Net increase (decrease) in net assets resulting from operations		14,565,322			2,722,562			5,177,741			2,661,305			169,832			18,360,269			2,157,122			1,137,296			196,043			339,081
Capital transactions:
Transfer of net premiums		2,855,461			15,519,269			3,520,637			173,622			136,605			1,543,443			3,290,475			22,600			22,591			16,377
Transfers due to death benefits		(2,084,483	)		(334,454	)		(184,224	)		(43,631	)		-			(797,370	)		(80,620	)		(24,791	)		-			-
Transfers due to annuity benefit payments		(148,073	)		-			-			(2,786	)		-			(81,669	)		-			(931	)		-			-
Transfers due to withdrawal of funds		(26,519,826	)		(1,940,311	)		(1,177,848	)		(2,616,597	)		(49,190	)		(13,667,528	)		(537,705	)		(391,451	)		(15,542	)		(147,177	)
Transfers due to loans, net of repayments		443			-			(3,719	)		(2,867	)		-			(341	)		-			-			-			1,976
Transfers due to cost of insurance		(920,902	)		(166,415	)		(180,333	)		(31,411	)		(4,166	)		(680,637	)		(127,505	)		(11,461	)		(3,076	)		-
Transfers due to contingent deferred sales charges		(64	)		-			-			(62	)		-			(22	)		-			-			-			(109	)
Transfers due to net charge (credit) to annuitant mortality fluctuation		(78,768	)		-			-			(955	)		-			(31,469	)		-			(685	)		-			-
Transfers between Sub-Accounts and to/from Fixed Account		22,615,745			2,609,394			(487,808	)		(599,335	)		9,537			(4,900,987	)		(549,334	)		(11,791,031	)		(2,108,992	)		(3,474,932	)
Net increase (decrease) in net assets resulting from capital transactions		(4,280,467	)		15,687,483			1,486,705			(3,124,022	)		92,786			(18,616,580	)		1,995,311			(12,197,750	)		(2,105,019	)		(3,603,865	)
Total increase (decrease)		10,284,855			18,410,045			6,664,446			(462,717	)		262,618			(256,311	)		4,152,433			(11,060,454	)		(1,908,976	)		(3,264,784	)
NET ASSETS, at beginning of the year		252,810,664			47,025,550			31,094,246			18,763,121			1,176,635			164,761,302			18,508,331			11,060,454			1,908,976			3,264,784
NET ASSETS, at end of the year	$	263,095,519		$	65,435,595		$	37,758,692		$	18,300,404		$	1,439,253		$	164,504,991		$	22,660,764		$	-		$	-		$	-

See Notes to Financial Statements.

F-16

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2012

	MML Managed Bond Sub-Account			MML Managed Bond Sub-Account			MML Mid Cap Growth Sub-Account			MML Mid Cap Growth Sub-Account			MML Mid Cap Value Sub-Account			MML Mid Cap Value Sub-Account			MML Moderate Allocation Sub-Account			MML Moderate Allocation Sub-Account			MML Money Market Sub-Account			MML NASDAQ-100® Sub-Account
	(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)						(Initial Class)
Investment income
Dividends	$	6,588,566		$	3,135,347		$	-		$	-		$	3,387,602		$	218,645		$	5,329,728		$	12,161,972		$	1,227		$	17,068
Expenses
Mortality and expense risk fees and administrative charges		2,845,846			1,633,883			900,245			358,868			2,587,293			196,643			4,600,693			12,500,795			1,017,087			17,090
Net investment income (loss)		3,742,720			1,501,464			(900,245	)		(358,868	)		800,309			22,002			729,035			(338,823	)		(1,015,860	)		(22	)
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		2,876,871			569,858			2,881,190			1,069,373			430,320			580,257			3,472,608			6,565,559			(1,438	)		408,848
Realized gain distribution		2,514,241			1,155,408			4,468,535			1,530,879			9,804,270			714,121			7,605,100			19,894,894			112			787,377
Realized gain (loss)		5,391,112			1,725,266			7,349,725			2,600,252			10,234,590			1,294,378			11,077,708			26,460,453			(1,326	)		1,196,225
Change in net unrealized appreciation/depreciation of investments		1,078,475			1,159,777			2,942,397			580,888			18,504,370			671,730			27,792,610			68,563,592			98			(645,432	)
Net gain (loss) on investments		6,469,587			2,885,043			10,292,122			3,181,140			28,738,960			1,966,108			38,870,318			95,024,045			(1,228	)		550,793
Net increase (decrease) in net assets resulting from operations		10,212,307			4,386,507			9,391,877			2,822,272			29,539,269			1,988,110			39,599,353			94,685,222			(1,017,088	)		550,771
Capital transactions:
Transfer of net premiums		3,265,744			37,747,029			1,181,216			4,812,581			1,950,650			2,746,773			4,427,799			217,517,363			3,711,659			63,430
Transfers due to death benefits		(2,139,779	)		(533,744	)		(319,261	)		(252,015	)		(995,107	)		(109,847	)		(1,100,186	)		(3,939,755	)		(942,052	)		(988	)
Transfers due to annuity benefit payments		(128,185	)		-			(33,969	)		-			(88,376	)		-			-			-			(72,603	)		(879	)
Transfers due to withdrawal of funds		(24,581,331	)		(4,128,895	)		(8,406,037	)		(848,004	)		(19,350,898	)		(339,191	)		(21,590,606	)		(28,287,491	)		(22,479,950	)		(121,394	)
Transfers due to loans, net of repayments		6,560			-			(3,458	)		-			10,591			-			(9,474	)		-			3,381			63
Transfers due to cost of insurance		(670,173	)		(572,540	)		(137,822	)		(110,324	)		(730,135	)		(72,180	)		(2,652,331	)		(6,418,854	)		(139,744	)		(792	)
Transfers due to contingent deferred sales charges		(826	)		(22	)		(1,190	)		-			(691	)		-			(4	)		-			636			(18	)
Transfers due to net charge (credit) to annuitant mortality fluctuation		(73,735	)		-			(27,668	)		-			(31,074	)		-			-			-			14,449			(1,475	)
Transfers between Sub-Accounts and to/from Fixed Account		18,306,968			8,227,909			(2,246,643	)		(77,595	)		(12,218,239	)		(946,770	)		15,768,717			6,528,601			96,314,194			(4,045,993	)
Net increase (decrease) in net assets resulting from capital transactions		(6,014,757	)		40,739,737			(9,994,832	)		3,524,643			(31,453,279	)		1,278,785			(5,156,085	)		185,399,864			76,409,970			(4,108,046	)
Total increase (decrease)		4,197,550			45,126,244			(602,955	)		6,346,915			(1,914,010	)		3,266,895			34,443,268			280,085,086			75,392,882			(3,557,275	)
NET ASSETS, at beginning of the year		224,363,765			94,975,383			77,589,734			22,800,700			208,457,298			12,971,856			338,075,562			780,265,203			30,897,202			3,557,275
NET ASSETS, at end of the year	$	228,561,315		$	140,101,627		$	76,986,779		$	29,147,615		$	206,543,288		$	16,238,751		$	372,518,830		$	1,060,350,289		$	106,290,084		$	-

See Notes to Financial Statements.

F-17

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2012

	MML NASDAQ-100® Sub-Account			MML Short-Duration Bond Sub-Account			MML Small Cap Index Sub-Account			MML Small Cap Index Sub-Account			MML Small Cap Growth Equity Sub-Account			MML Small Cap Growth Equity Sub-Account			MML Small Company Value Sub-Account			MML Small/ Mid Cap Equity Sub-Account			MML Small/ Mid Cap Equity Sub-Account			MML Small/ Mid Cap Value Sub-Account
	(Service Class)						(Initial Class)			(Service Class)			(Initial Class)			(Service Class)						(Initial Class)			(Service Class)			(Initial Class)
Investment income
Dividends	$	5,355		$	254,678		$	217,105		$	31,543		$	-		$	-		$	-		$	-		$	-		$	1,104,615
Expenses
Mortality and expense risk fees and administrative charges		12,420			193,220			83,513			21,426			1,778,463			71,188			64,959			340,816			55,117			1,970,627
Net investment income (loss)		(7,065	)		61,458			133,592			10,117			(1,778,463	)		(71,188	)		(64,959	)		(340,816	)		(55,117	)		(866,012	)
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		(101,122	)		(20,579	)		2,881,492			1,195,049			2,605,392			306,138			48,633			1,371,545			159,350			(3,149,542	)
Realized gain distribution		554,744			304,455			198,080			42,586			14,489,524			595,062			150,977			464,572			60,464			-
Realized gain (loss)		453,622			283,876			3,079,572			1,237,635			17,094,916			901,200			199,610			1,836,117			219,814			(3,149,542	)
Change in net unrealized appreciation/depreciation of investments		(87,341	)		(179,437	)		(1,430,949	)		(901,354	)		865,424			(238,109	)		501,178			3,246,690			386,359			29,721,932
Net gain (loss) on investments		366,281			104,439			1,648,623			336,281			17,960,340			663,091			700,788			5,082,807			606,173			26,572,390
Net increase (decrease) in net assets resulting from operations		359,216			165,897			1,782,215			346,398			16,181,877			591,903			635,829			4,741,991			551,056			25,706,378
Capital transactions:
Transfer of net premiums		164,498			3,495,806			116,090			128,031			1,126,079			378,769			800,127			431,006			789,506			1,464,432
Transfers due to death benefits		-			(100,879	)		(86,544	)		-			(563,608	)		(21,581	)		(9,479	)		(198,679	)		-			(783,723	)
Transfers due to annuity benefit payments		-			-			(2,143	)		-			(57,610	)		-			-			(7,773	)		-			(77,982	)
Transfers due to withdrawal of funds		(51,413	)		(882,338	)		(1,093,036	)		(54,784	)		(10,932,493	)		(175,500	)		(217,379	)		(3,253,018	)		(88,145	)		(13,651,000	)
Transfers due to loans, net of repayments		-			-			(202	)		-			800			-			(1,351	)		(1,406	)		-			(10,193	)
Transfers due to cost of insurance		(594	)		(3,751	)		(8,875	)		(6,491	)		(565,005	)		(24,793	)		(8,896	)		(42,180	)		(10,989	)		(599,498	)
Transfers due to contingent deferred sales charges		-			-			(73	)		-			23			-			-			(550	)		-			(51	)
Transfers due to net charge (credit) to annuitant mortality fluctuation		-			-			976			-			(15,831	)		-			-			(477	)		-			(18,271	)
Transfers between Sub-Accounts and to/from Fixed Account		(2,681,116	)		3,636,999			(24,139,902	)		(5,217,637	)		(6,520,604	)		(31,774	)		1,024,253			911,754			213,118			(15,149,743	)
Net increase (decrease) in net assets resulting from capital transactions		(2,568,625	)		6,145,837			(25,213,709	)		(5,150,881	)		(17,528,249	)		125,121			1,587,275			(2,161,323	)		903,490			(28,826,029	)
Total increase (decrease)		(2,209,409	)		6,311,734			(23,431,494	)		(4,804,483	)		(1,346,372	)		717,024			2,223,104			2,580,668			1,454,546			(3,119,651	)
NET ASSETS, at beginning of the year		2,209,409			11,044,515			23,431,494			4,804,483			140,573,604			5,119,783			3,662,574			28,488,974			3,090,217			158,261,829
NET ASSETS, at end of the year	$	-		$	17,356,249		$	-		$	-		$	139,227,232		$	5,836,807		$	5,885,678		$	31,069,642		$	4,544,763		$	155,142,178

See Notes to Financial Statements.

F-18

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2012

	MML Small/Mid Cap Value Sub-Account			MML Strategic Emerging Markets Sub-Account			MML Total Return Sub-Account			Oppenheimer Balanced Sub-Account			Oppenheimer Balanced Sub-Account			Oppenheimer Capital Appreciation Sub-Account			Oppenheimer Capital Appreciation Sub-Account			Oppenheimer Core Bond Sub-Account			Oppenheimer Global Securities Sub-Account			Oppenheimer Global Securities Sub-Account
	(Service Class)									(Service)			(Non-Service)			(Service)			(Non-Service)						(Service)			(Non-Service)
Investment income
Dividends	$	41,422		$	12,890		$	30,199		$	1,296		$	212,081		$	20,751		$	1,580,993		$	231,574		$	400,473		$	5,187,799
Expenses
Mortality and expense risk fees and administrative charges		105,309			97,578			16,703			1,569			170,198			73,430			3,015,649			62,705			289,014			2,943,479
Net investment income (loss)		(63,887	)		(84,688	)		13,496			(273	)		41,883			(52,679	)		(1,434,656	)		168,869			111,459			2,244,320
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		443,297			(186,071	)		5,652			7,439			(1,391,027	)		239,732			4,743,862			(269,524	)		636,785			(2,485,300	)
Realized gain distribution		-			-			-			-			-			-			-			-			-			-
Realized gain (loss)		443,297			(186,071	)		5,652			7,439			(1,391,027	)		239,732			4,743,862			(269,524	)		636,785			(2,485,300	)
Change in net unrealized appreciation/depreciation of investments		882,244			1,259,064			37,697			5,826			2,944,526			360,440			26,329,085			503,874			3,043,222			44,740,125
Net gain (loss) on investments		1,325,541			1,072,993			43,349			13,265			1,553,499			600,172			31,072,947			234,350			3,680,007			42,254,825
Net increase (decrease) in net assets resulting from operations		1,261,654			988,305			56,845			12,992			1,595,382			547,493			29,638,291			403,219			3,791,466			44,499,145
Capital transactions:
Transfer of net premiums		834,579			696,426			1,611,952			-			19,410			1,187,355			2,105,132			-			4,092,238			2,514,350
Transfers due to death benefits		(62,401	)		(10,943	)		-			-			(365,002	)		-			(1,275,098	)		(34,408	)		(73,603	)		(1,226,790	)
Transfers due to annuity benefit payments		-			-			-			-			(17,392	)		-			(100,614	)		-			-			(107,038	)
Transfers due to withdrawal of funds		(166,988	)		(357,145	)		(135,711	)		(8,860	)		(2,237,072	)		(239,418	)		(21,142,846	)		(454,991	)		(648,088	)		(22,441,755	)
Transfers due to loans, net of repayments		-			-			-			-			1,495			-			(2,884	)		-			-			12,495
Transfers due to cost of insurance		(36,508	)		(15,796	)		(595	)		(295	)		(16,837	)		(18,704	)		(880,008	)		-			(89,279	)		(702,471	)
Transfers due to contingent deferred sales charges		-			-			-			-			(30	)		-			333			(234	)		-			(312	)
Transfers due to net charge (credit) to annuitant mortality fluctuation		-			-			-			-			911			-			(19,872	)		-			-			(33,417	)
Transfers between Sub-Accounts and to/from Fixed Account		(185,217	)		129,229			3,602,532			(39,147	)		(39,750	)		85,344			(8,467,474	)		(191,927	)		(946,769	)		(12,196,395	)
Net increase (decrease) in net assets resulting from capital transactions		383,465			441,771			5,078,178			(48,302	)		(2,654,267	)		1,014,577			(29,783,331	)		(681,560	)		2,334,499			(34,181,333	)
Total increase (decrease)		1,645,119			1,430,076			5,135,023			(35,310	)		(1,058,885	)		1,562,070			(145,040	)		(278,341	)		6,125,965			10,317,812
NET ASSETS, at beginning of the year		7,068,316			6,454,925			-			146,613			15,570,118			4,351,356			238,226,629			4,919,717			18,050,478			235,697,514
NET ASSETS, at end of the year	$	8,713,435		$	7,885,001		$	5,135,023		$	111,303		$	14,511,233		$	5,913,426		$	238,081,589		$	4,641,376		$	24,176,443		$	246,015,326

See Notes to Financial Statements.

F-19

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2012

	Oppenheimer Global Strategic Income Sub-Account			Oppenheimer Global Strategic Income Sub-Account			Oppenheimer High Income Sub-Account			Oppenheimer High Income Sub-Account			Oppenheimer International Growth Sub-Account			Oppenheimer International Growth Sub-Account			Oppenheimer Main Street Sub-Account			Oppenheimer Main Street Sub-Account			Oppenheimer Money Sub-Account			Oppenheimer Small- & Mid Cap Growth Sub-Account
	(Service)			(Non-Service)			(Service)			(Non-Service)			(Service)			(Non-Service)			(Service)			(Non-Service)						(Service)
Investment income
Dividends	$	3,192,622		$	19,466,942		$	3,168		$	1,937,617		$	157,965		$	719,891		$	13,813		$	349,265		$	2,461		$	-
Expenses
Mortality and expense risk fees and administrative charges		780,707			3,993,738			279			100,609			181,317			578,499			30,282			401,283			263,152			50,043
Net investment income (loss)		2,411,915			15,473,204			2,889			1,837,008			(23,352	)		141,392			(16,469	)		(52,018	)		(260,691	)		(50,043	)
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		1,065,837			2,964,671			1,778			(710,507	)		533,485			(423,942	)		73,231			900,936			-			144,678
Realized gain distribution		614,787			3,591,541			-			-			-			-			-			-			-			-
Realized gain (loss)		1,680,624			6,556,212			1,778			(710,507	)		533,485			(423,942	)		73,231			900,936			-			144,678
Change in net unrealized appreciation/depreciation of investments		2,116,235			14,787,119			(1,959	)		206,818			2,006,000			9,760,620			200,666			4,403,000			-			333,066
Net gain (loss) on investments		3,796,859			21,343,331			(181	)		(503,689	)		2,539,485			9,336,678			273,897			5,303,936			-			477,744
Net increase (decrease) in net assets resulting from operations		6,208,774			36,816,535			2,708			1,333,319			2,516,133			9,478,070			257,428			5,251,918			(260,691	)		427,701
Capital transactions:
Transfer of net premiums		5,257,293			3,433,932			-			39			2,133,588			690,535			868,856			386,357			247,997			810,295
Transfers due to death benefits		(279,873	)		(2,373,821	)		(9,978	)		(73,921	)		(139,008	)		(196,995	)		(32,852	)		(383,972	)		(437,493	)		(36,951	)
Transfers due to annuity benefit payments		-			(166,765	)		-			(860	)		-			(36,412	)		-			(2,455	)		(25,612	)		-
Transfers due to withdrawal of funds		(1,696,780	)		(33,174,157	)		(44	)		(1,490,400	)		(325,312	)		(5,125,162	)		(58,078	)		(3,855,756	)		(4,955,849	)		(142,626	)
Transfers due to loans, net of repayments		-			(1,229	)		-			(13	)		-			(6,957	)		-			3,758			3,031			-
Transfers due to cost of insurance		(252,754	)		(1,059,011	)		(20	)		(13,487	)		(55,253	)		(144,155	)		(3,433	)		(53,251	)		7,240			(7,303	)
Transfers due to contingent deferred sales charges		-			(1,567	)		-			(77	)		-			(267	)		-			(212	)		212			-
Transfers due to net charge (credit) to annuitant mortality fluctuation		-			(81,304	)		-			120			-			(13,941	)		-			(2,246	)		7,072			-
Transfers between Sub-Accounts and to/from Fixed Account		151,621			17,144,011			(23,752	)		(11,802,563	)		(518,149	)		(3,464,516	)		247,125			(325,473	)		(1,397,147	)		421,187
Net increase (decrease) in net assets resulting from capital transactions		3,179,507			(16,279,911	)		(33,794	)		(13,381,162	)		1,095,866			(8,297,870	)		1,021,618			(4,233,250	)		(6,550,549	)		1,044,602
Total increase (decrease)		9,388,281			20,536,624			(31,086	)		(12,047,843	)		3,611,999			1,180,200			1,279,046			1,018,668			(6,811,240	)		1,472,303
NET ASSETS, at beginning of the year		52,354,122			307,689,482			31,086			12,047,843			11,897,861			48,807,635			1,526,335			35,062,322			26,861,799			2,750,759
NET ASSETS, at end of the year	$	61,742,403		$	328,226,106		$	-		$	-		$	15,509,860		$	49,987,835		$	2,805,381		$	36,080,990		$	20,050,559		$	4,223,062

See Notes to Financial Statements.

F-20

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2012

	Oppenheimer Small- & Mid-Cap Growth Sub-Account			Panorama Growth Sub-Account			Panorama Total Return Sub-Account			PIMCO CommodityRealReturn® Strategy Sub-Account
	(Non-Service)
Investment income
Dividends	$	-		$	10,666		$	20,736		$	519,026
Expenses
Mortality and expense risk fees and administrative charges		1,958,726			3,612			3,575			273,415
Net investment income (loss)		(1,958,726	)		7,054			17,161			245,611
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		1,493,923			163,918			4,211			(608,902	)
Realized gain distribution		-			-			-			708,943
Realized gain (loss)		1,493,923			163,918			4,211			100,041
Change in net unrealized appreciation/depreciation of investments		22,451,954			(59,893	)		25,467			442,882
Net gain (loss) on investments		23,945,877			104,025			29,678			542,923
Net increase (decrease) in net assets resulting from operations		21,987,151			111,079			46,839			788,534
Capital transactions:
Transfer of net premiums		1,386,430			2,100			6,122			1,347,746
Transfers due to death benefits		(758,560	)		-			-			(49,732	)
Transfers due to annuity benefit payments		(65,242	)		-			-			(9,042	)
Transfers due to withdrawal of funds		(12,271,951	)		(35,174	)		(26,658	)		(2,100,162	)
Transfers due to loans, net of repayments		7,828			35			-			809
Transfers due to cost of insurance		(599,521	)		-			-			(55,366	)
Transfers due to contingent deferred sales charges		(69	)		(18	)		(17	)		(26	)
Transfers due to net charge (credit) to annuitant mortality fluctuation		(17,234	)		-			-			(12,083	)
Transfers between Sub-Accounts and to/from Fixed Account		(3,722,380	)		(889,346	)		(842,753	)		431,502
Net increase (decrease) in net assets resulting from capital transactions		(16,040,699	)		(922,403	)		(863,306	)		(446,354	)
Total increase (decrease)		5,946,452			(811,324	)		(816,467	)		342,180
NET ASSETS, at beginning of the year		146,649,684			811,324			816,467			21,231,648
NET ASSETS, at end of the year	$	152,596,136		$	-		$	-		$	21,573,828

See Notes to Financial Statements.

F-21

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS

For The Year Ended December 31, 2011

	Fidelity® VIP Contrafund ® Sub-Account			Fidelity® VIP Contrafund ® Sub-Account			ING Clarion Global Real Estate Sub-Account			Invesco V.I. Dividend Growth Sub-Account			Invesco V.I. Dividend Growth Sub-Account			Invesco V.I. Global Health Care  Sub-Account			Invesco V.I. Global Health Care  Sub-Account			Invesco V.I. Technology Sub-Account			Invesco V.I. Technology Sub-Account			MML Aggressive Allocation Sub-Account
	(Initial Class)			(Service Class 2)						(Series I)			(Series II)			(Series I)			(Series II)			(Series I)			(Series II)			(Initial Class)
Investment income
Dividends	$	3,099,090		$	324,739		$	458,856		$	6,500		$	2,107		$	-		$	-		$	13,257		$	1,263		$	383,857
Expenses
Mortality and expense risk fees and administrative charges		3,821,788			475,627			165,731			35,678			20,315			108,428			20,683			80,579			20,030			452,032
Net investment income (loss)		(722,698	)		(150,888	)		293,125			(29,178	)		(18,208	)		(108,428	)		(20,683	)		(67,322	)		(18,767	)		(68,175	)
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		(10,815,918	)		771,248			(142,881	)		258,615			81,350			(136,103	)		34,096			562,519			56,241			408,035
Realized gain distribution		-			-			-			-			-			-			-			-			-			-
Realized gain (loss)		(10,815,918	)		771,248			(142,881	)		258,615			81,350			(136,103	)		34,096			562,519			56,241			408,035
Change in net unrealized appreciation/depreciation of investments		708,300			(2,241,034	)		(1,007,276	)		(329,442	)		(116,241	)		570,935			5,044			(888,275	)		(156,809	)		(1,480,395	)
Net gain (loss) on investments		(10,107,618	)		(1,469,786	)		(1,150,157	)		(70,827	)		(34,891	)		434,832			39,140			(325,756	)		(100,568	)		(1,072,360	)
Net increase (decrease) in net assets resulting from operations		(10,830,316	)		(1,620,674	)		(857,032	)		(100,005	)		(53,099	)		326,404			18,457			(393,078	)		(119,335	)		(1,140,535	)
Capital transactions:
Transfer of net premiums		3,806,520			8,428,946			1,117,432			114,050			460,955			196,279			461,213			127,748			539,306			807,266
Transfers due to death benefits		(1,986,098	)		(82,400	)		(84,653	)		(23,405	)		-			(55,713	)		-			(51,333	)		-			-
Transfers due to annuity benefit payments		(114,406	)		-			(5,085	)		(698	)		-			(6,584	)		-			(670	)		-			-
Transfers due to withdrawal of funds		(26,542,864	)		(937,073	)		(802,713	)		(359,459	)		(39,307	)		(1,176,813	)		(68,466	)		(929,673	)		(45,231	)		(2,150,940	)
Transfers due to loans, net of repayments		3,981			-			(1,139	)		(962	)		-			(1,656	)		-			(1,627	)		-			(731	)
Transfers due to cost of insurance		(974,556	)		(152,998	)		(43,318	)		(8,262	)		(6,393	)		(17,783	)		(4,602	)		(14,318	)		(1,812	)		(130,665	)
Transfers due to contingent deferred sales charges		(1,711	)		-			(21	)		(45	)		-			(364	)		-			(163	)		-			(5	)
Transfers due to net charge (credit) to annuitant mortality fluctuation		(3,790	)		-			(1,005	)		(366	)		-			29			-			53			-			-
Transfers between Sub-Accounts and to/from Fixed Account		(3,610,799	)		1,962,834			290,144			(190,469	)		(52,477	)		(223,017	)		155,363			(670,633	)		46,266			(93,093	)
Net increase (decrease) in net assets resulting from capital transactions		(29,423,723	)		9,219,309			469,642			(469,616	)		362,778			(1,285,622	)		543,508			(1,540,616	)		538,529			(1,568,168	)
Total increase (decrease)		(40,254,039	)		7,598,635			(387,390	)		(569,621	)		309,679			(959,218	)		561,965			(1,933,694	)		419,194			(2,708,703	)
NET ASSETS, at beginning of the year		328,970,155			31,796,260			12,812,999			3,518,127			1,403,750			10,252,640			1,257,438			8,374,944			1,126,117			35,010,960
NET ASSETS, at end of the year	$	288,716,116		$	39,394,895		$	12,425,609		$	2,948,506		$	1,713,429		$	9,293,422		$	1,819,403		$	6,441,250		$	1,545,311		$	32,302,257

See Notes to Financial Statements.

F-22

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2011

	MML Aggressive Allocation Sub-Account			MML Babson Enhanced Index Core Equity Sub-Account			MML Babson Enhanced Index Core Equity Sub-Account			MML Balanced Allocation Sub-Account			MML Balanced Allocation Sub-Account			MML Babson Blend Sub-Account			MML Babson Blend Sub-Account			MML T. Rowe Price Blue Chip Growth Sub-Account			MML T. Rowe Price Blue Chip Growth Sub-Account			MML Capital Guardian Asset Allocation Sub-Account
	(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)
Investment income
Dividends	$	261,800		$	118,359		$	7,074		$	2,961,847		$	5,634,912		$	947,430		$	202,649		$	14,388		$	-		$	1,767,770
Expenses
Mortality and expense risk fees and administrative charges		340,546			95,451			7,395			1,496,460			3,136,752			528,791			149,636			440,541			118,035			961,739
Net investment income (loss)		(78,746	)		22,908			(321	)		1,465,387			2,498,160			418,639			53,013			(426,153	)		(118,035	)		806,031
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		955,099			(277,994	)		13,552			1,705,308			5,781,847			554,816			569,063			964,493			751,293			(3,035,574	)
Realized gain distribution		-			-			-			2,058,082			4,234,292			-			-			-			-			-
Realized gain (loss)		955,099			(277,994	)		13,552			3,763,390			10,016,139			554,816			569,063			964,493			751,293			(3,035,574	)
Change in net unrealized appreciation/depreciation of investments		(1,879,611	)		395,610			(99	)		(4,607,806	)		(12,227,577	)		671,114			(283,130	)		(312,850	)		(688,017	)		2,793,657
Net gain (loss) on investments		(924,512	)		117,616			13,453			(844,416	)		(2,211,438	)		1,225,930			285,933			651,643			63,276			(241,917	)
Net increase (decrease) in net assets resulting from operations		(1,003,258	)		140,524			13,132			620,971			286,722			1,644,569			338,946			225,490			(54,759	)		564,114
Capital transactions:
Transfer of net premiums		6,684,832			142,190			127,522			1,469,791			42,485,789			527,597			2,931,969			406,425			1,823,667			1,379,657
Transfers due to death benefits		(12,929	)		(55,444	)		-			(1,119,600	)		(1,246,679	)		(486,931	)		(23,742	)		(183,494	)		(1,700	)		(851,059	)
Transfers due to annuity benefit payments		-			(1,266	)		-			-			-			(37,008	)		-			(23,212	)		-			(48,885	)
Transfers due to withdrawal of funds		(531,067	)		(862,404	)		(6,347	)		(7,438,391	)		(9,898,144	)		(5,553,456	)		(249,230	)		(4,943,803	)		(179,494	)		(11,167,703	)
Transfers due to loans, net of repayments		-			(2,943	)		-			(918	)		-			10,053			-			3,173			-			(2,451	)
Transfers due to cost of insurance		(84,260	)		(11,968	)		(1,564	)		(760,223	)		(1,499,495	)		(63,036	)		(30,508	)		(88,141	)		(36,588	)		(172,139	)
Transfers due to contingent deferred sales charges		-			(301	)		-			(150	)		-			(1,112	)		-			(203	)		-			(391	)
Transfers due to net charge (credit) to annuitant mortality fluctuation		-			(1,608	)		-			-			-			5,056			-			(3,322	)		-			(664	)
Transfers between Sub-Accounts and to/from Fixed Account		1,082,271			(358,006	)		131,869			1,784,637			315,326			965,639			(33,448	)		(769,444	)		297,071			(4,866,461	)
Net increase (decrease) in net assets resulting from capital transactions		7,138,847			(1,151,750	)		251,480			(6,064,854	)		30,156,797			(4,633,198	)		2,595,041			(5,602,021	)		1,902,956			(15,730,096	)
Total increase (decrease)		6,135,589			(1,011,226	)		264,612			(5,443,883	)		30,443,519			(2,988,629	)		2,933,987			(5,376,531	)		1,848,197			(15,165,982	)
NET ASSETS, at beginning of the year		22,663,520			9,234,846			431,941			119,669,411			219,091,450			46,990,156			9,397,639			42,274,567			7,627,942			94,937,959
NET ASSETS, at end of the year	$	28,799,109		$	8,223,620		$	696,553		$	114,225,528		$	249,534,969		$	44,001,527		$	12,331,626		$	36,898,036		$	9,476,139		$	79,771,977

See Notes to Financial Statements.

F-23

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2011

	MML Capital Guardian Asset Allocation Sub-Account			MML Baring China Sub-Account			MML Conservative Allocation Sub-Account			MML Conservative Allocation Sub-Account			MML American Funds® Core Allocation Sub-Account			MML Emerging Growth Sub-Account			MML Emerging Growth Sub-Account			MML Oppenheimer/ Loomis Sayles Equity Sub-Account			MML Oppenheimer/ Loomis Sayles Equity Sub-Account			MML T. Rowe Price Equity Income Sub-Account
	(Service Class)						(Initial Class)			(Service Class)						(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)
Investment income
Dividends	$	158,771		$	-		$	2,735,079		$	5,605,373		$	5,048,578		$	-		$	-		$	381,915		$	230,708		$	3,966,345
Expenses
Mortality and expense risk fees and administrative charges		117,728			41,332			1,166,336			2,820,342			4,562,731			75,173			14,114			297,939			200,922			2,999,322
Net investment income (loss)		41,043			(41,332	)		1,568,743			2,785,031			485,847			(75,173	)		(14,114	)		83,976			29,786			967,023
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		183,026			(70,461	)		2,771,153			11,030,857			5,053,723			(10,203	)		121,129			(942,421	)		383,055			(2,703,747	)
Realized gain distribution		-			104,843			4,832,711			10,641,810			1,247,342			-			-			-			-			-
Realized gain (loss)		183,026			34,382			7,603,864			21,672,667			6,301,065			(10,203	)		121,129			(942,421	)		383,055			(2,703,747	)
Change in net unrealized appreciation/depreciation of investments		(205,471	)		(661,352	)		(7,970,705	)		(22,411,053	)		(11,965,161	)		(364,520	)		(178,746	)		(323,166	)		(1,232,279	)		(2,827,585	)
Net gain (loss) on investments		(22,445	)		(626,970	)		(366,841	)		(738,386	)		(5,664,096	)		(374,723	)		(57,617	)		(1,265,587	)		(849,224	)		(5,531,332	)
Net increase (decrease) in net assets resulting from operations		18,598			(668,302	)		1,201,902			2,046,645			(5,178,249	)		(449,896	)		(71,731	)		(1,181,611	)		(819,438	)		(4,564,309	)
Capital transactions:
Transfer of net premiums		1,370,395			504,001			681,716			34,891,387			58,273,704			155,034			366,600			594,374			7,159,678			2,116,548
Transfers due to death benefits		(51,501	)		(22,398	)		(948,726	)		(1,252,725	)		(161,870	)		(48,798	)		-			(143,599	)		(17,275	)		(1,532,782	)
Transfers due to annuity benefit payments		-			-			-			-			-			(3,202	)		-			(29,734	)		-			(85,976	)
Transfers due to withdrawal of funds		(280,534	)		(237,803	)		(7,799,309	)		(16,403,436	)		(10,336,171	)		(894,987	)		(87,838	)		(1,735,899	)		(499,144	)		(19,304,013	)
Transfers due to loans, net of repayments		-			-			(3,046	)		-			(1,345	)		(740	)		-			(12,394	)		-			11,365
Transfers due to cost of insurance		(41,392	)		(4,966	)		(582,862	)		(1,321,552	)		(2,384,854	)		(11,180	)		(3,161	)		(54,606	)		(96,921	)		(850,650	)
Transfers due to contingent deferred sales charges		-			-			(144	)		-			-			(77	)		-			(215	)		-			(266	)
Transfers due to net charge (credit) to annuitant mortality fluctuation		-			-			-			-			-			(2,263	)		-			2,077			-			7,607
Transfers between Sub-Accounts and to/from Fixed Account		(81,820	)		292,790			16,832,804			16,828,462			(9,943,961	)		(239,903	)		(8,530	)		44,024			1,296,951			(108,024	)
Net increase (decrease) in net assets resulting from capital transactions		915,148			531,624			8,180,433			32,742,136			35,445,503			(1,046,116	)		267,071			(1,335,972	)		7,843,289			(19,746,191	)
Total increase (decrease)		933,746			(136,678	)		9,382,335			34,788,781			30,267,254			(1,496,012	)		195,340			(2,517,583	)		7,023,851			(24,310,500	)
NET ASSETS, at beginning of the year		7,996,491			2,927,191			91,683,248			196,488,210			323,820,265			7,621,637			952,676			25,579,853			11,469,662			254,106,501
NET ASSETS, at end of the year	$	8,930,237		$	2,790,513		$	101,065,583		$	231,276,991		$	354,087,519		$	6,125,625		$	1,148,016		$	23,062,270		$	18,493,513		$	229,796,001

See Notes to Financial Statements.

F-24

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2011

	MML T. Rowe Price Equity Income Sub-Account			MML Equity Index Sub-Account			MML Equity Index Sub-Account			MML Templeton Foreign Sub-Account			MML Templeton Foreign Sub-Account			MML MFS Global Sub-Account			MML MFS Global Sub-Account			MML MFS Global Sub-Account			MML American Funds® Growth Sub-Account			MML Growth & Income Sub-Account
	(Service Class)			(Class I)			(Service Class I)			(Initial Class)			(Service Class)			(Class I)			(Service Class I)			(Class II)						(Initial Class)
Investment income
Dividends	$	442,894		$	971,365		$	91,663		$	4,044,200		$	101,845		$	57,591		$	19,559		$	32,997		$	117,146		$	1,044,043
Expenses
Mortality and expense risk fees and administrative charges		374,101			855,125			63,696			2,790,297			79,293			66,282			26,563			46,168			582,635			1,015,777
Net investment income (loss)		68,793			116,240			27,967			1,253,903			22,552			(8,691	)		(7,004	)		(13,171	)		(465,489	)		28,266
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		682,456			298,097			185,003			(2,890,119	)		209,866			(197,353	)		88,395			(116,515	)		1,409,134			(4,375,959	)
Realized gain distribution		-			-			-			-			-			-			-			-			857,210			-
Realized gain (loss)		682,456			298,097			185,003			(2,890,119	)		209,866			(197,353	)		88,395			(116,515	)		2,266,344			(4,375,959	)
Change in net unrealized appreciation/depreciation of investments		(1,467,814	)		(198,436	)		(218,198	)		(21,025,200	)		(918,888	)		(74,910	)		(199,985	)		(38,530	)		(4,655,581	)		2,018,817
Net gain (loss) on investments		(785,358	)		99,661			(33,195	)		(23,915,319	)		(709,022	)		(272,263	)		(111,590	)		(155,045	)		(2,389,237	)		(2,357,142	)
Net increase (decrease) in net assets resulting from operations		(716,565	)		215,901			(5,228	)		(22,661,416	)		(686,470	)		(280,954	)		(118,594	)		(168,216	)		(2,854,726	)		(2,328,876	)
Capital transactions:
Transfer of net premiums		6,016,190			718,319			2,955,675			1,743,272			953,312			74,923			1,035,645			63,114			13,700,405			1,093,686
Transfers due to death benefits		(122,878	)		(209,851	)		-			(1,414,305	)		-			(15,144	)		(1,685	)		(26,375	)		(200,069	)		(767,785	)
Transfers due to annuity benefit payments		-			(43,332	)		-			(75,666	)		-			(1,443	)		-			-			-			(21,805	)
Transfers due to withdrawal of funds		(522,362	)		(3,908,083	)		(99,986	)		(14,789,083	)		(126,930	)		(791,815	)		(56,187	)		(497,583	)		(1,124,648	)		(12,762,873	)
Transfers due to loans, net of repayments		-			4,354			-			(3,450	)		-			-			-			(3,270	)		(1,531	)		(539	)
Transfers due to cost of insurance		(180,572	)		(21,208	)		(34,161	)		(865,779	)		(27,888	)		(16,602	)		(10,626	)		-			(232,851	)		(179,104	)
Transfers due to contingent deferred sales charges		-			(348	)		-			(269	)		-			-			-			(365	)		-			(392	)
Transfers due to net charge (credit) to annuitant mortality fluctuation		-			(38,084	)		-			(351	)		-			(291	)		-			-			-			8,076
Transfers between Sub-Accounts and to/from Fixed Account		1,511,250			(314,435	)		132,549			3,439,453			(354,448	)		(82,845	)		56,547			(249,502	)		1,851,978			(5,212,738	)
Net increase (decrease) in net assets resulting from capital transactions		6,701,628			(3,812,668	)		2,954,077			(11,966,178	)		444,046			(833,217	)		1,023,694			(713,981	)		13,993,284			(17,843,474	)
Total increase (decrease)		5,985,063			(3,596,767	)		2,948,849			(34,627,594	)		(242,424	)		(1,114,171	)		905,100			(882,197	)		11,138,558			(20,172,350	)
NET ASSETS, at beginning of the year		24,909,835			62,245,662			3,283,455			231,879,872			5,858,542			6,672,436			1,424,471			3,843,365			37,052,099			106,443,172
NET ASSETS, at end of the year	$	30,894,898		$	58,648,895		$	6,232,304		$	197,252,278		$	5,616,118		$	5,558,265		$	2,329,571		$	2,961,168		$	48,190,657		$	86,270,822

See Notes to Financial Statements.

F-25

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2011

	MML Growth & Income Sub-Account			MML Growth Allocation Sub-Account			MML Growth Allocation Sub-Account			MML Babson High Yield Sub-Account			MML Income & Growth Sub-Account			MML Income & Growth Sub-Account			MML Babson Inflation-Protected and Income Sub-Account			MML Babson Inflation-Protected and Income Sub-Account			MML American Funds® International Sub-Account			MML Rainier Large Cap Growth Sub-Account
	(Service Class)			(Initial Class)			(Service Class)						(Initial Class)			(Service Class)			(Initial Class)			(Service Class)						(Initial Class)
Investment income
Dividends	$	86,148		$	9,244,221		$	12,212,438		$	293,438		$	931,373		$	222,620		$	13,374,436		$	1,777,551		$	435,444		$	46,412
Expenses
Mortality and expense risk fees and administrative charges		142,262			6,753,684			9,741,081			44,998			345,877			90,759			3,461,107			508,655			423,281			222,267
Net investment income (loss)		(56,114	)		2,490,537			2,471,357			248,440			585,496			131,861			9,913,329			1,268,896			12,163			(175,855	)
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		1,202,019			1,958,945			15,608,880			13,682			(1,162,789	)		156,660			6,051,651			707,790			753,032			211,271
Realized gain distribution		-			-			-			-			-			-			-			-			632,059			-
Realized gain (loss)		1,202,019			1,958,945			15,608,880			13,682			(1,162,789	)		156,660			6,051,651			707,790			1,385,091			211,271
Change in net unrealized appreciation/depreciation of investments		(1,356,198	)		(13,029,725	)		(33,261,219	)		(132,516	)		1,945,698			(108,725	)		15,152,027			2,045,634			(6,558,982	)		(958,388	)
Net gain (loss) on investments		(154,179	)		(11,070,780	)		(17,652,339	)		(118,834	)		782,909			47,935			21,203,678			2,753,424			(5,173,891	)		(747,117	)
Net increase (decrease) in net assets resulting from operations		(210,293	)		(8,580,243	)		(15,180,982	)		129,606			1,368,405			179,796			31,117,007			4,022,320			(5,161,728	)		(922,972	)
Capital transactions:
Transfer of net premiums		481,363			5,254,959			37,114,482			2,105,925			372,658			2,043,277			2,658,183			11,532,825			5,167,297			198,411
Transfers due to death benefits		(16,086	)		(2,093,550	)		(1,454,105	)		(6,864	)		(145,820	)		(26,629	)		(2,407,664	)		(86,884	)		(233,716	)		(83,458	)
Transfers due to annuity benefit payments		-			-			-			-			(10,732	)		-			(121,958	)		-			-			(2,911	)
Transfers due to withdrawal of funds		(152,697	)		(19,569,105	)		(22,383,381	)		(305,056	)		(3,845,968	)		(167,749	)		(25,228,654	)		(1,115,763	)		(850,008	)		(2,693,310	)
Transfers due to loans, net of repayments		-			566			-			-			6,375			-			(6,671	)		-			(4,942	)		777
Transfers due to cost of insurance		(29,980	)		(4,156,621	)		(4,728,270	)		(804	)		(49,291	)		(21,688	)		(943,144	)		(156,905	)		(163,968	)		(36,936	)
Transfers due to contingent deferred sales charges		-			-			-			-			(875	)		-			(76	)		-			-			(136	)
Transfers due to net charge (credit) to annuitant mortality fluctuation		-			-			-			-			(1,229	)		-			(2,076	)		-			-			266
Transfers between Sub-Accounts and to/from Fixed Account		(3,282,015	)		4,717,211			(3,162,805	)		2,480,614			(1,316,400	)		2,506,576			(27,612,562	)		1,267,198			1,530,536			(373,385	)
Net increase (decrease) in net assets resulting from capital transactions		(2,999,415	)		(15,846,540	)		5,385,921			4,273,815			(4,991,282	)		4,333,787			(53,664,622	)		11,440,471			5,445,199			(2,990,682	)
Total increase (decrease)		(3,209,708	)		(24,426,783	)		(9,795,061	)		4,403,421			(3,622,877	)		4,513,583			(22,547,615	)		15,462,791			283,471			(3,913,654	)
NET ASSETS, at beginning of the year		13,296,026			523,193,881			755,190,572			1,532,637			32,905,206			3,951,503			275,358,279			31,562,759			30,810,775			22,676,775
NET ASSETS, at end of the year	$	10,086,318		$	498,767,098		$	745,395,511		$	5,936,058		$	29,282,329		$	8,465,086		$	252,810,664		$	47,025,550		$	31,094,246		$	18,763,121

See Notes to Financial Statements.

F-26

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2011

	MML Rainier Large Cap Growth Sub-Account			MML Davis Large Cap Value Sub-Account			MML Davis Large Cap Value Sub-Account			MML Legg Mason Concentrated Growth Sub-Account			MML Legg Mason Concentrated Growth Sub-Account			MML Legg Mason Concentrated Growth Sub-Account			MML Babson Managed Bond Sub-Account			MML Babson Managed Bond Sub-Account			MML T. Rowe Price Mid Cap Growth Sub-Account			MML T. Rowe Price Mid Cap Growth Sub-Account
	(Service Class)			(Initial Class)			(Service Class)			(Class I)			(Service Class I)			(Class II)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)
Investment income
Dividends	$	1,629		$	1,554,539		$	127,051		$	73,621		$	9,214		$	25,504		$	8,596,099		$	2,700,421		$	-		$	-
Expenses
Mortality and expense risk fees and administrative charges		17,308			2,224,361			237,613			138,415			23,968			48,206			2,923,545			1,015,166			971,568			273,696
Net investment income (loss)		(15,679	)		(669,822	)		(110,562	)		(64,794	)		(14,754	)		(22,702	)		5,672,554			1,685,255			(971,568	)		(273,696	)
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		138,164			(70,739	)		685,361			(1,145,443	)		86,120			(324,718	)		2,906,012			479,888			3,065,626			1,043,242
Realized gain distribution		-			-			-			-			-			-			4,591,171			1,234,441			-			-
Realized gain (loss)		138,164			(70,739	)		685,361			(1,145,443	)		86,120			(324,718	)		7,497,183			1,714,329			3,065,626			1,043,242
Change in net unrealized appreciation/depreciation of investments		(202,667	)		(8,145,913	)		(1,495,085	)		967,575			(110,721	)		277,038			878,193			701,238			(3,671,728	)		(1,497,684	)
Net gain (loss) on investments		(64,503	)		(8,216,652	)		(809,724	)		(177,868	)		(24,601	)		(47,680	)		8,375,376			2,415,567			(606,102	)		(454,442	)
Net increase (decrease) in net assets resulting from operations		(80,182	)		(8,886,474	)		(920,286	)		(242,662	)		(39,355	)		(70,382	)		14,047,930			4,100,822			(1,577,670	)		(728,138	)
Capital transactions:
Transfer of net premiums		381,785			1,422,385			3,987,227			97,407			286,213			65,292			2,507,687			35,408,806			1,394,814			6,498,665
Transfers due to death benefits		(3,363	)		(1,129,000	)		(76,542	)		(17,282	)		(8,001	)		(16,620	)		(2,464,467	)		(170,657	)		(610,582	)		(63,698	)
Transfers due to annuity benefit payments		-			(73,389	)		-			(3,169	)		-			-			(132,598	)		-			(30,988	)		-
Transfers due to withdrawal of funds		(18,149	)		(12,157,870	)		(345,964	)		(1,402,692	)		(74,249	)		(345,321	)		(26,329,634	)		(1,867,047	)		(9,831,098	)		(491,340	)
Transfers due to loans, net of repayments		-			(7,484	)		-			-			-			882			2,001			-			(10,808	)		-
Transfers due to cost of insurance		(5,736	)		(698,360	)		(112,035	)		(38,720	)		(9,294	)		-			(689,112	)		(440,368	)		(149,135	)		(94,781	)
Transfers due to contingent deferred sales charges		-			(506	)		-			-			-			(427	)		(849	)		-			(1,750	)		-
Transfers due to net charge (credit) to annuitant mortality fluctuation		-			41			-			121			-			-			2,486			-			(12,640	)		-
Transfers between Sub-Accounts and to/from Fixed Account		138,906			1,540,643			(543,470	)		(515,057	)		(34,912	)		(317,060	)		(9,834,353	)		(1,286,492	)		(2,882,128	)		437,335
Net increase (decrease) in net assets resulting from capital transactions		493,443			(11,103,540	)		2,909,216			(1,879,392	)		159,757			(613,254	)		(36,938,839	)		31,644,242			(12,134,315	)		6,286,181
Total increase (decrease)		413,261			(19,990,014	)		1,988,930			(2,122,054	)		120,402			(683,636	)		(22,890,909	)		35,745,064			(13,711,985	)		5,558,043
NET ASSETS, at beginning of the year		763,374			184,751,316			16,519,401			13,182,508			1,788,574			3,948,420			247,254,674			59,230,319			91,301,719			17,242,657
NET ASSETS, at end of the year	$	1,176,635		$	164,761,302		$	18,508,331		$	11,060,454		$	1,908,976		$	3,264,784		$	224,363,765		$	94,975,383		$	77,589,734		$	22,800,700

See Notes to Financial Statements.

F-27

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2011

	MML American Century Mid Cap Value Sub-Account			MML American Century Mid Cap Value Sub-Account			MML Moderate Allocation Sub-Account			MML Moderate Allocation Sub-Account			MML Money Market Sub-Account			MML NASDAQ-100® Sub-Account			MML NASDAQ-100® Sub-Account			MML Babson Short-Duration Bond Sub-Account			MML Small Cap Index Sub-Account			MML Small Cap Index Sub-Account
	(Initial Class)			(Service Class)			(Initial Class)			(Service Class)						(Initial Class)			(Service Class)						(Initial Class)			(Service Class)
Investment income
Dividends	$	4,411,492		$	223,550		$	7,071,061		$	13,812,163		$	548		$	9,352		$	2,537		$	118,232		$	178,392		$	24,703
Expenses
Mortality and expense risk fees and administrative charges		2,724,541			150,182			4,490,069			9,522,752			319,971			45,536			23,715			100,036			272,840			58,670
Net investment income (loss)		1,686,951			73,368			2,580,992			4,289,411			(319,423	)		(36,184	)		(21,178	)		18,196			(94,448	)		(33,967	)
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		625,415			416,585			3,740,078			7,854,972			(5,743	)		187,154			195,304			12,930			(68,660	)		319,912
Realized gain distribution		-			-			261,850			557,033			484			-			-			44,564			-			-
Realized gain (loss)		625,415			416,585			4,001,928			8,412,005			(5,259	)		187,154			195,304			57,494			(68,660	)		319,912
Change in net unrealized appreciation/depreciation of investments		(6,419,224	)		(719,976	)		(7,442,666	)		(19,433,101	)		4,819			(109,171	)		(185,866	)		53,744			24,720			(329,746	)
Net gain (loss) on investments		(5,793,809	)		(303,391	)		(3,440,738	)		(11,021,096	)		(440	)		77,983			9,438			111,238			(43,940	)		(9,834	)
Net increase (decrease) in net assets resulting from operations		(4,106,858	)		(230,023	)		(859,746	)		(6,731,685	)		(319,863	)		41,799			(11,740	)		129,434			(138,388	)		(43,801	)
Capital transactions:
Transfer of net premiums		1,925,453			3,553,748			3,238,061			199,267,480			5,649,006			122,133			698,402			3,594,213			335,998			873,805
Transfers due to death benefits		(1,774,606	)		(23,385	)		(2,838,606	)		(2,032,618	)		(151,338	)		(20,456	)		-			(73,849	)		(85,085	)		(7,664	)
Transfers due to annuity benefit payments		(86,413	)		-			-			-			(33,068	)		(1,935	)		-			-			(8,516	)		-
Transfers due to withdrawal of funds		(18,292,588	)		(289,882	)		(18,053,735	)		(26,683,396	)		(17,652,618	)		(339,580	)		(25,472	)		(1,712,335	)		(2,975,473	)		(102,388	)
Transfers due to loans, net of repayments		7,834			-			(10,722	)		-			6,007			(3,896	)		-			-			(13,686	)		-
Transfers due to cost of insurance		(750,627	)		(59,575	)		(2,566,096	)		(5,004,132	)		(25,051	)		(2,640	)		(2,794	)		(3,227	)		(41,955	)		(19,245	)
Transfers due to contingent deferred sales charges		(1,090	)		-			-			-			-			(29	)		-			-			(268	)		-
Transfers due to net charge (credit) to annuitant mortality fluctuation		6,765			-			-			-			9,288			(528	)		-			-			2,716			-
Transfers between Sub-Accounts and to/from Fixed Account		(1,372,407	)		337,370			(523,211	)		(1,189,693	)		18,205,383			556,555			247,118			4,009,525			(1,546,288	)		7,057
Net increase (decrease) in net assets resulting from capital transactions		(20,337,679	)		3,518,276			(20,754,309	)		164,357,641			6,007,609			309,624			917,254			5,814,327			(4,332,557	)		751,565
Total increase (decrease)		(24,444,537	)		3,288,253			(21,614,055	)		157,625,956			5,687,746			351,423			905,514			5,943,761			(4,470,945	)		707,764
NET ASSETS, at beginning of the year		232,901,835			9,683,603			359,689,617			622,639,247			25,209,456			3,205,852			1,303,895			5,100,754			27,902,439			4,096,719
NET ASSETS, at end of the year	$	208,457,298		$	12,971,856		$	338,075,562		$	780,265,203		$	30,897,202		$	3,557,275		$	2,209,409		$	11,044,515		$	23,431,494		$	4,804,483

See Notes to Financial Statements.

F-28

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2011

	MML W&R/Wellington Small Cap Growth Equity Sub-Account			MML W&R/Wellington Small Cap Growth Equity Sub-Account			MML T. Rowe Price Small Company Value Sub-Account			MML Small/Mid Cap Equity Sub-Account			MML Small/Mid Cap Equity Sub-Account			MML AllianceBernstein Small/Mid Cap Value Sub-Account			MML AllianceBernstein Small/Mid Cap Value Sub-Account			MML Baring Strategic Emerging Markets Sub-Account			Oppenheimer Balanced Sub-Account			Oppenheimer Balanced Sub-Account
	(Initial Class)			(Service Class)						(Initial Class)			(Service Class)			(Initial Class)			(Service Class)						(Service)			(Non-Service)
Investment income
Dividends	$	-		$	-		$	-		$	291,592		$	22,970		$	953,046		$	30,232		$	1,077		$	3,702		$	437,063
Expenses
Mortality and expense risk fees and administrative charges		1,882,908			63,874			42,304			346,277			41,680			2,065,458			90,902			93,640			2,418			197,334
Net investment income (loss)		(1,882,908	)		(63,874	)		(42,304	)		(54,685	)		(18,710	)		(1,112,412	)		(60,670	)		(92,563	)		1,284			239,729
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		4,604,155			385,239			33,056			1,167,762			144,935			(3,583,919	)		548,598			393,336			11,152			(1,786,542	)
Realized gain distribution		5,661,584			205,165			46,919			4,245,874			462,302			-			-			537,830			-			-
Realized gain (loss)		10,265,739			590,404			79,975			5,413,636			607,237			(3,583,919	)		548,598			931,166			11,152			(1,786,542	)
Change in net unrealized appreciation/depreciation of investments		(15,562,219	)		(863,152	)		(152,195	)		(6,259,848	)		(688,388	)		(8,087,169	)		(1,155,855	)		(2,689,468	)		(16,302	)		1,549,090
Net gain (loss) on investments		(5,296,480	)		(272,748	)		(72,220	)		(846,212	)		(81,151	)		(11,671,088	)		(607,257	)		(1,758,302	)		(5,150	)		(237,452	)
Net increase (decrease) in net assets resulting from operations		(7,179,388	)		(336,622	)		(114,524	)		(900,897	)		(99,861	)		(12,783,500	)		(667,927	)		(1,850,865	)		(3,866	)		2,277
Capital transactions:
Transfer of net premiums		1,181,913			836,466			1,089,175			530,870			676,610			1,498,789			1,093,614			1,235,857			-			-
Transfers due to death benefits		(873,951	)		(77,706	)		(7,447	)		(80,484	)		(19,660	)		(1,286,145	)		(83,355	)		(29,072	)		-			(161,888	)
Transfers due to annuity benefit payments		(50,194	)		-			-			(10,894	)		-			(68,803	)		-			-			-			(15,091	)
Transfers due to withdrawal of funds		(9,635,903	)		(147,177	)		(108,057	)		(3,753,549	)		(65,300	)		(11,357,879	)		(179,092	)		(245,960	)		(32,380	)		(2,532,449	)
Transfers due to loans, net of repayments		(3,368	)		-			(335	)		(2,531	)		-			(3,063	)		-			-			-			(6,044	)
Transfers due to cost of insurance		(581,092	)		(23,204	)		(5,296	)		(45,516	)		(10,415	)		(610,621	)		(35,138	)		(16,349	)		(701	)		(22,688	)
Transfers due to contingent deferred sales charges		(229	)		-			-			(675	)		-			(69	)		-			-			-			(443	)
Transfers due to net charge (credit) to annuitant mortality fluctuation		1,529			-			-			294			-			(2,196	)		-			-			-			423
Transfers between Sub-Accounts and to/from Fixed Account		2,130,997			427,908			458,802			(1,177,462	)		3,331			7,952,432			555,163			255,203			276			(1,387,027	)
Net increase (decrease) in net assets resulting from capital transactions		(7,830,298	)		1,016,287			1,426,842			(4,539,947	)		584,566			(3,877,555	)		1,351,192			1,199,679			(32,805	)		(4,125,207	)
Total increase (decrease)		(15,009,686	)		679,665			1,312,318			(5,440,844	)		484,705			(16,661,055	)		683,265			(651,186	)		(36,671	)		(4,122,930	)
NET ASSETS, at beginning of the year		155,583,290			4,440,118			2,350,256			33,929,818			2,605,512			174,922,884			6,385,051			7,106,111			183,284			19,693,048
NET ASSETS, at end of the year	$	140,573,604		$	5,119,783		$	3,662,574		$	28,488,974		$	3,090,217		$	158,261,829		$	7,068,316		$	6,454,925		$	146,613		$	15,570,118

See Notes to Financial Statements.

F-29

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2011

	Oppenheimer Capital Appreciation Sub-Account			Oppenheimer Capital Appreciation Sub-Account			Oppenheimer Core Bond Sub-Account			Oppenheimer Global Securities Sub-Account			Oppenheimer Global Securities Sub-Account			Oppenheimer Global Strategic Income Sub-Account			Oppenheimer Global Strategic Income Sub-Account			Oppenheimer High Income Sub-Account			Oppenheimer High Income Sub-Account			Oppenheimer International Growth Sub-Account
	(Service)			(Non-Service)						(Service)			(Non-Service)			(Service)			(Non-Service)			(Service)			(Non-Service)			(Service)
Investment income
Dividends	$	4,590		$	951,364		$	314,702		$	153,804		$	3,484,716		$	1,350,574		$	11,257,068		$	2,967		$	1,328,537		$	78,843
Expenses
Mortality and expense risk fees and administrative charges		58,941			3,194,484			67,396			222,665			3,215,642			689,443			4,179,767			551			143,807			152,061
Net investment income (loss)		(54,351	)		(2,243,120	)		247,306			(68,861	)		269,074			661,131			7,077,301			2,416			1,184,730			(73,218	)
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		290,954			3,168,773			(424,004	)		558,443			8,811			947,779			3,616,431			1,350			(5,808,569	)		254,321
Realized gain distribution		-			-			-			-			-			587,639			4,327,396			-			-			-
Realized gain (loss)		290,954			3,168,773			(424,004	)		558,443			8,811			1,535,418			7,943,827			1,350			(5,808,569	)		254,321
Change in net unrealized appreciation/depreciation of investments		(358,225	)		(6,353,342	)		519,836			(2,306,076	)		(23,375,779	)		(2,699,492	)		(15,781,216	)		(5,059	)		4,255,915			(1,324,840	)
Net gain (loss) on investments		(67,271	)		(3,184,569	)		95,832			(1,747,633	)		(23,366,968	)		(1,164,074	)		(7,837,389	)		(3,709	)		(1,552,654	)		(1,070,519	)
Net increase (decrease) in net assets resulting from operations		(121,622	)		(5,427,689	)		343,138			(1,816,494	)		(23,097,894	)		(502,943	)		(760,088	)		(1,293	)		(367,924	)		(1,143,737	)
Capital transactions:
Transfer of net premiums		803,709			2,120,954			-			5,908,825			3,071,866			7,720,544			3,249,341			-			1,755			2,082,511
Transfers due to death benefits		(33,089	)		(1,815,310	)		(14,445	)		(29,210	)		(1,679,886	)		(353,864	)		(2,745,351	)		-			(135,317	)		(9,547	)
Transfers due to annuity benefit payments		-			(97,592	)		-			-			(107,482	)		-			(155,495	)		-			(1,047	)		-
Transfers due to withdrawal of funds		(182,950	)		(20,631,537	)		(640,973	)		(464,817	)		(24,469,953	)		(1,208,187	)		(31,978,604	)		(1,400	)		(1,748,624	)		(253,811	)
Transfers due to loans, net of repayments		-			(2,747	)		-			-			5,719			-			(6,811	)		-			(1,228	)		-
Transfers due to cost of insurance		(17,750	)		(909,999	)		-			(75,104	)		(741,768	)		(248,260	)		(1,076,131	)		(38	)		(19,853	)		(50,875	)
Transfers due to contingent deferred sales charges		-			(699	)		(298	)		-			(1,231	)		-			(1,990	)		-			(101	)		-
Transfers due to net charge (credit) to annuitant mortality fluctuation		-			9,075			-			-			9,861			-			(1,685	)		-			146			-
Transfers between Sub-Accounts and to/from Fixed Account		(222,200	)		(5,766,880	)		(157,612	)		901,894			(2,299,180	)		(138,526	)		(13,052,646	)		1			(710,266	)		541,821
Net increase (decrease) in net assets resulting from capital transactions		347,720			(27,094,735	)		(813,328	)		6,241,588			(26,212,054	)		5,771,707			(45,769,372	)		(1,437	)		(2,614,535	)		2,310,099
Total increase (decrease)		226,098			(32,522,424	)		(470,190	)		4,425,094			(49,309,948	)		5,268,764			(46,529,460	)		(2,730	)		(2,982,459	)		1,166,362
NET ASSETS, at beginning of the year		4,125,258			270,749,053			5,389,907			13,625,384			285,007,462			47,085,358			354,218,942			33,816			15,030,302			10,731,499
NET ASSETS, at end of the year	$	4,351,356		$	238,226,629		$	4,919,717		$	18,050,478		$	235,697,514		$	52,354,122		$	307,689,482		$	31,086		$	12,047,843		$	11,897,861

See Notes to Financial Statements.

F-30

Massachusetts Mutual Variable Annuity Separate Account 4

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2011

	Oppenheimer International Growth Sub-Account			Oppenheimer Main Street Sub-Account			Oppenheimer Main Street Sub-Account			Oppenheimer Money Sub-Account			Oppenheimer Small- & Mid-Cap Growth Sub-Account			Oppenheimer Small- & Mid-Cap Growth Sub-Account			Panorama Growth Sub-Account			Panorama Total Return Sub-Account			PIMCO CommodityRealReturn® Strategy Sub-Account
	(Non-Service)			(Service)			(Non-Service)						(Service)			(Non-Service)
Investment income
Dividends	$	566,996		$	5,772		$	334,865		$	3,112		$	-		$	-		$	6,606		$	25,577		$	3,185,888
Expenses
Mortality and expense risk fees and administrative charges		648,753			16,218			413,733			329,579			30,643			2,042,636			11,096			12,012			281,191
Net investment income (loss)		(81,757	)		(10,446	)		(78,868	)		(326,467	)		(30,643	)		(2,042,636	)		(4,490	)		13,565			2,904,697
Net realized and unrealized gain (loss) on investments
Realized gain (loss) on sale of fund shares		716,240			58,570			598,662			-			258,736			283,105			17,569			(11,009	)		(1,540,581	)
Realized gain distribution		-			-			-			-			-			-			-			-			-
Realized gain (loss)		716,240			58,570			598,662			-			258,736			283,105			17,569			(11,009	)		(1,540,581	)
Change in net unrealized appreciation/depreciation of investments		(4,997,661	)		(68,580	)		(963,447	)		-			(311,511	)		4,067,763			(24,647	)		(8,908	)		(3,379,126	)
Net gain (loss) on investments		(4,281,421	)		(10,010	)		(364,785	)		-			(52,775	)		4,350,868			(7,078	)		(19,917	)		(4,919,707	)
Net increase (decrease) in net assets resulting from operations		(4,363,178	)		(20,456	)		(443,653	)		(326,467	)		(83,418	)		2,308,232			(11,568	)		(6,352	)		(2,015,010	)
Capital transactions:
Transfer of net premiums		778,900			508,107			578,532			491,026			1,063,744			1,440,539			9,019			17,094			3,173,595
Transfers due to death benefits		(285,152	)		-			(481,742	)		(272,695	)		-			(1,087,753	)		(4,993	)		(3,162	)		(113,448	)
Transfers due to annuity benefit payments		(31,869	)		-			(1,635	)		(27,054	)		-			(56,510	)		-			-			(5,710	)
Transfers due to withdrawal of funds		(5,100,803	)		(30,275	)		(5,450,776	)		(10,185,235	)		(112,639	)		(10,967,316	)		(38,472	)		(139,933	)		(2,061,843	)
Transfers due to loans, net of repayments		3,820			-			(1,775	)		15,540			-			3,440			123			478			49,456
Transfers due to cost of insurance		(150,013	)		(2,718	)		(58,687	)		(2,599	)		(5,925	)		(615,196	)		-			-			(62,621	)
Transfers due to contingent deferred sales charges		(625	)		-			(905	)		(1,524	)		-			(451	)		(65	)		(55	)		(29	)
Transfers due to net charge (credit) to annuitant mortality fluctuation		(11,589	)		-			661			7,495			-			3,860			-			-			(4,871	)
Transfers between Sub-Accounts and to/from Fixed Account		(2,553,360	)		108,680			(1,264,923	)		4,906,326			199,157			(10,697,316	)		(24,221	)		16,743			143,037
Net increase (decrease) in net assets resulting from capital transactions		(7,350,691	)		583,794			(6,681,250	)		(5,068,720	)		1,144,337			(21,976,703	)		(58,609	)		(108,835	)		1,117,566
Total increase (decrease)		(11,713,869	)		563,338			(7,124,903	)		(5,395,187	)		1,060,919			(19,668,471	)		(70,177	)		(115,187	)		(897,444	)
NET ASSETS, at beginning of the year		60,521,504			962,997			42,187,225			32,256,986			1,689,840			166,318,155			881,501			931,654			22,129,092
NET ASSETS, at end of the year	$	48,807,635		$	1,526,335		$	35,062,322		$	26,861,799		$	2,750,759		$	146,649,684		$	811,324		$	816,467		$	21,231,648

See Notes to Financial Statements.

F-31

Massachusetts Mutual Variable Annuity Separate Account 4

Notes To Financial Statements

1. ORGANIZATION

Massachusetts Mutual Variable Annuity Separate Account 4 (“the Separate Account”) is a separate investment account of Massachusetts Mutual Life Insurance Company (“MassMutual”) established on July 9, 1998. The Separate Account is registered as a unit investment trust under the Investment Company Act of 1940 (“the 1940 Act”).

MassMutual maintains eight segments within the Separate Account, they are: Panorama Premier, Panorama Passage^®, MassMutual Artistry, MassMutual Transitions^®, MassMutual Evolution^SM, MassMutual RetireEase Select^SM, MassMutual Transitions Select^SM and MassMutual Equity Edge^SM. Five of the eight segments within the Separate Account: Panorama Passage^®, MassMutual Evolution^SM, MassMutual RetireEase Select^SM, MassMutual Transitions Select^SM and MassMutual EquityEdge^SM have multiple Tiers. The unit values of these tiers differ based on the associated expense ratios.

The assets and liabilities of the Separate Account are clearly identified and distinguished from MassMutual’s other assets and liabilities. The Separate Account assets are not chargeable with liabilities arising from any other MassMutual business.

2. INVESTMENT OF THE SEPARATE ACCOUNT’S ASSETS

As of December 31, 2012, the Separate Account consists of fifty-two sub-accounts which invest in the following mutual funds. All of the funds may not be available to all of the eight segments of the Separate Account:

Sub-Accounts	The sub-account listed in the first column invests in the fund in this column
Fidelity® VIP Contrafund® Sub-Account (Initial Class and Service Class 2)	Fidelity® VIP Contrafund® Portfolio 1 (Initial Class and Service Class 2)
ING Clarion Global Real Estate Sub-Account	ING Clarion Global Real Estate Portfolio 2
Invesco V.I. Diversified Dividend Sub-Account (Series I and Series II)	Invesco V.I. Diversified Dividend Fund 3, 10 (Series I and Series II)
Invesco V.I. Global Health Care Sub-Account (Series I and Series II)	Invesco V.I. Global Health Care Fund 3 (Series I and Series II)
Invesco V.I. Technology Sub-Account (Series I and Series II)	Invesco V.I. Technology Fund 3 (Series I and Series II)
Ivy Funds Asset Strategy Sub-Account	Ivy Funds Asset Strategy Portfolio 12
MML Aggressive Allocation Sub-Account (Initial and Service Class Sub-Account)	MML Aggressive Allocation Fund 4 (Initial and Service Class)
MML Balanced Allocation Sub-Account (Initial and Service Class)	MML Balanced Allocation Fund 4 (Initial and Service Class)
MML Blend Sub-Account (formerly known as MML Babson Blend Sub-Account) (Initial and Service Class)	MML Blend Fund 5 (Initial and Service Class)
MML Blue Chip Growth Sub-Account (formerly known as MML T. Rowe Price Blue Chip Growth Sub-Account) (Initial and Service Class)	MML Blue Chip Growth Fund 4 (Initial and Service Class)
MML China Sub-Account (formerly known as MML Baring China Sub-Account)	MML China Fund 5
MML Conservative Allocation Sub-Account (Initial and Service Class)	MML Conservative Allocation Fund 4 (Initial and Service Class)
MML Core Allocation Sub-Account (formerly known as MML American® Funds Core Allocation Sub-Account)	MML American Funds® Core Allocation 4
MML Equity Sub-Account (formerly known as MML Oppenheimer/Loomis Sayles Equity Sub-Account) (Initial and Service Class)	MML Equity Fund 5 (Initial and Service Class)

F-32

Notes To Financial Statements (Continued)

Sub-Accounts	The sub-account listed in the first column invests in the fund in this column
MML Equity Income Sub-Account (formerly known as MML T. Rowe Price Equity Income Sub-Account) (Initial and Service Class)	MML Equity Income Fund 4 (Initial and Service Class)
MML Equity Index Sub-Account (Class I and Service Class I)	MML Equity Index Fund 4 (Class I and Service Class I)
MML Focused Equity Sub-Account	MML Focused Equity Fund 4, 14
MML Foreign Sub-Account (formerly known as MML Templeton Foreign Sub-Account) (Initial and Service Class)	MML Foreign Fund 4 (Initial and Service Class)
MML Fundamental Growth Sub-Account	MML Fundamental Growth Fund 4 , 14
MML Fundamental Value Sub-Account	MML Fundamental Value Fund 4 , 14
MML Global Sub-Account (formerly known as MML MFS Global Sub-Account) (Class I, II, Service Class I)	MML Global Fund 4 (Class I, II, Service Class I)
MML Growth Sub-Account (formerly known as MML American® Funds Growth Sub-Account)	MML American Funds® Growth Fund 4
MML Growth & Income Sub-Account (Initial and Service Class)	MML Growth & Income Fund 4 (Initial and Service Class)
MML Growth Allocation Sub-Account (Initial and Service Class)	MML Growth Allocation Fund 4 (Initial and Service Class)
MML High Yield Sub-Account (formerly known as MML Babson High Yield Sub-Account)	MML High Yield Fund 5
MML Income & Growth Sub-Account (Initial and Service Class)	MML Income & Growth Fund 4 (Initial and Service Class)
MML Inflation-Protected and Income Sub-Account (formerly known as MML Babson Inflation-Protected and Income Sub-Account) (Initial and Service Class)	MML Inflation-Protected and Income Fund 5 (Initial and Service Class)
MML International Sub-Account (formerly known as MML American® Funds International Sub-Account)	MML American Funds® International Fund 4
MML Large Cap Growth Sub-Account (formerly known as MML Rainier Large Cap Growth Sub-Account) (Initial and Service Class)	MML Large Cap Growth Fund 4 (Initial and Service Class)
MML Large Cap Value Sub-Account (formerly known as MML Davis Large Cap Value Sub-Account) (Initial and Service Class)	MML Large Cap Value Fund 4 (Initial and Service Class)
MML Managed Bond Sub-Account (formerly known as MML Babson Managed Bond Sub-Account) (Initial and Service Class)	MML Managed Bond Fund 5 (Initial and Service Class)
MML Mid Cap Growth Sub-Account (formerly known as MML T. Rowe Price Mid Cap Growth Sub-Account) (Initial and Service Class)	MML Mid Cap Growth Fund 4 (Initial and Service Class)
MML Mid Cap Value Sub-Account (formerly known as MML American Century Mid Cap Value Sub-Account) (Initial and Service Class)	MML Mid Cap Value Fund 4 (Initial and Service Class)
MML Moderate Allocation Sub-Account (Initial and Service Class)	MML Moderate Allocation Fund 4 (Initial and Service Class)
MML Money Market Sub-Account	MML Money Market Fund 5, 13
MML Short-Duration Bond Sub-Account (formerly known as MML Babson Short-Duration Bond Sub-Account)	MML Short-Duration Bond Fund 5

F-33

Notes To Financial Statements (Continued)

Sub-Accounts	The sub-account listed in the first column invests in the fund in this column
MML Small Cap Growth Equity Sub-Account (formerly known as MML W&R/Wellington Small Cap Growth Equity Sub-Account) (Initial and Service Class)	MML Small Cap Growth Equity Fund 4 (Initial and Service Class)
MML Small Company Value Sub-Account (formerly known as MML T. Rowe Price Small Company Value Sub-Account)	MML Small Company Value Fund 4
MML Small/Mid Cap Equity Sub-Account (formerly known as MML Oppenheimer Small/Mid Cap Equity Sub-Account) (Initial and Service Class)	MML Small/Mid Cap Equity Fund 5 (Initial and Service Class)
MML Small/Mid Cap Value Sub-Account (formerly known as MML AllianceBernstein Small/Mid Cap Value Sub-Account) (Initial and Service Class)	MML Small/Mid Cap Value Fund 4 (Initial and Service Class)
MML Strategic Emerging Markets Sub-Account (formerly known as MML Baring Strategic Emerging Markets Sub-Account)	MML Strategic Emerging Markets Fund 5
MML Total Return	MML Total Return Fund 4, 14
Oppenheimer Balanced Sub-Account (Service and Non-Service)	Oppenheimer Balanced Fund/VA 6, 8 (Service and Non-Service)
Oppenheimer Capital Appreciation Sub-Account (Service and Non-Service)	Oppenheimer Capital Appreciation Fund/VA 6 (Service and Non-Service)
Oppenheimer Core Bond Sub-Account	Oppenheimer Core Bond Fund/VA 6
Oppenheimer Global Securities Sub-Account (Service and Non-Service)	Oppenheimer Global Securities Fund/VA 6 (Service and Non-Service)
Oppenheimer Global Strategic Income Sub-Account (Service and Non-Service)	Oppenheimer Global Strategic Income Fund/VA 6, 11 (Service and Non-Service)
Oppenheimer International Growth Sub-Account (Service and Non-Service)	Oppenheimer International Growth Fund/VA 6 (Service and Non-Service)
Oppenheimer Main Street Sub-Account (Service and Non-Service)	Oppenheimer Main Street Fund®/VA 6, 9 (Service and Non-Service)
Oppenheimer Money Sub-Account	Oppenheimer Money Fund/VA 6
Oppenheimer Small- & Mid-Cap Growth Sub-Account (Service and Non-Service)	Oppenheimer Small- & Mid-Cap Growth Fund/VA 6 (Service and Non-Service)
PIMCO CommodityRealReturn® Strategy Sub-Account	PIMCO CommodityRealReturn® Strategy Portfolio 7

In addition to the fifty-two sub-accounts, some contract owners may also allocate funds to the Fixed Interest Account (“FIA”), which is part of MassMutual’s general investment account. Because of exemptive and exclusionary provisions in the securities law, interests in the FIA are not registered under the Securities Act of 1933, and the FIA is not registered as an investment company under the 1940 Act.

¹  Fidelity^® Management & Research Company is the investment adviser to this Portfolio.

²  ING Investments, LLC is the investment adviser to this Portfolio.

³  Invesco Advisers, Inc. is the investment adviser to the listed Funds.

⁴  MassMutual is the investment adviser to the listed MML Trust Funds pursuant to an investment management agreement.

⁵  MassMutual is the investment adviser to the listed MML II Trust Funds pursuant to an investment management agreement.

⁶  OppenheimerFunds, Inc., a wholly owned subsidiary of MassMutual, serves as the investment adviser to the listed Funds/Portfolios.

⁷  Pacific Investment Management Company LLC is the investment adviser to this Portfolio.

⁸  Effective April 27, 2012, Panorama Total Return Portfolio merged into Oppenheimer Balanced Fund/VA.

⁹  Effective April 27, 2012, Panorama Growth Portfolio merged into Oppenheimer Main Street Fund^®/VA.

¹⁰ Prior to April 27, 2012, Invesco V.I. Diversified Fund was formerly known as Invesco V.I. Dividend Growth Fund.

¹¹ Effective October 26, 2012, Oppenheimer High Income Fund/VA merged into Oppenheimer Global Strategic Income Fund/VA.

¹² Waddell & Reed Investment Management Company serves as Investment Advisor to this portfolio.

¹³ Effective April 27, 2012, the MML Asset Allocation Fund, MML Concentrated Growth Fund, MML Emerging Growth Fund, MML Enhanced Index Core Equity Fund, MML Small Cap Index Fund and MML NASDAQ-100 Fund were liquidated, and proceeds were invested in MML Money Market Fund.

¹⁴ Effective May 1, 2012 this fund became available as an investment option in the Separate Account.

F-34

Notes To Financial Statements (Continued)

3. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the Separate Account in preparation of the financial statements in conformity with generally accepted accounting principles.

A. Investment Valuation

Investments in the investment sub-accounts are valued at the closing net asset value of each of the respective underlying funds, which value their investment securities at fair value.

B. Accounting for Investments

Investment transactions are accounted for on a trade-date basis and identified cost is the basis followed in determining the cost of investments sold for financial statement purposes. Dividend income and gains from realized gain distributions are recorded on the ex-distribution date, and they are generally reinvested in the underlying investment sub-accounts.

C. Federal Income Taxes

MassMutual is taxed under federal law as a life insurance company under the provisions of the 1986 Internal Revenue Code, as amended. Under existing federal law, no taxes are payable on net investment income and net realized capital gains attributable to contracts which depend on the Separate Account’s investment performance. Accordingly, no provision for federal income tax has been made. MassMutual may, however, make such a charge in the future if an unanticipated change of current law results in a company tax liability attributable to the Separate Account.

D. Contract Charges

See Note 8B for charges associated with the contracts.

E. Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of 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.

F. Loans

If the certificate is a tax-sheltered annuity (“TSA”), the participants may be able to take a loan under their certificate. All such loans must conform to the requirements of the Internal Revenue Code. There are limitations on the amount of the loan the participants can take, and there is a required loan repayment schedule. When a loan is made, the Separate Account transfers the amount of the loan to MassMutual, thereby decreasing both the investments and net assets of the Separate Account by an equal amount. The contract owner is charged interest on the outstanding loan amount based on the interest rate then in effect.

G. Annuitant Mortality Fluctuation

The Separate Account maintains a reserve as required by regulatory authorities to provide for mortality losses incurred. The reserve is adjusted quarterly for mortality losses and gains and its proportionate share of changes in value. Transfers to or from MassMutual are then made quarterly to adjust the Separate Account. Net transfers from the Separate Account to MassMutual totaled $748,294 for the year ended December 31, 2012. Net transfers from the Separate Account to MassMutual totaled $10,104 for the year ended December 31, 2011. The reserve is subject to a maximum of 3% of the Separate Account’s annuity reserves. Any mortality losses in excess of this reserve will be borne by MassMutual. The reserve is not available to owners of the contracts except to the extent necessary to cover mortality losses under the contracts.

H. Annuity Reserves

Annuity reserves are developed by using accepted actuarial methods and are computed using the 1994 MGDB table, except for the MassMutual RetireEase Select ^SM Segment which uses the Annuity 2000 table.

I. Fair Value Measurements

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRS). The amendments in this ASU result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRS. Some of the amendments in this ASU clarify the FASB’s intent about the application of

F-35

Notes To Financial Statements (Continued)

existing fair value measurement requirements. Other amendments change a particular principle or requirement for measuring fair value or disclosing information about fair value measurements. Among other clarifications, this ASU clarifies how premium and discounts (including blockage factors) are considered when measuring fair value and that the highest-and-best-use and valuation-premise concepts only apply to measuring the fair value of nonfinancial assets as financial assets and liabilities do not have alternative uses. The ASU permits an exception to fair value measurement principles for financial assets and financial liabilities with offsetting positions in market risks or counterparty credit risk when several criteria are met. When the criteria are met, an entity can measure the fair value of the net risk position. Additionally, the ASU requires additional quantitative and qualitative disclosures surrounding Level 3 measurements. This ASU was effective January 1, 2012. Adoption of this standard did not have a significant impact on the Separate Account.

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Separate Account defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Separate Account generally uses the market approach as the valuation technique due to the nature of the mutual fund investments offered in the Separate Account. This technique maximizes the use of observable inputs and minimizes the use of unobservable inputs. Investments in mutual funds are valued at the mutual fund’s closing net asset value per share on the day of valuation.

Valuation Inputs: Various inputs are used to determine the value of the Separate Account’s investments. These inputs are summarized in the three broad levels listed below:

• Level 1 – quoted prices in active markets for identical securities

• Level 2 – observable inputs other than Level 1 quoted prices (including, but not limited to, quoted prices for similar securities, interest rates, prepayment speeds and credit risk)

• Level 3 – unobservable inputs

The net assets of the Separate Account are measured at fair value. All the net assets are categorized as Level 1 as of December 31, 2012. There have been no transfers between levels for the year ended December 31, 2012.

5. RELATED PARTY TRANSACTIONS

A. Sales Agreements

The contracts currently being offered are sold by both registered representatives of MML Investors Services, LLC (“MMLIS”), a subsidiary of MassMutual, and by registered representatives of other broker-dealers who have entered into distribution agreements with MML Distributors, LLC (“MML Distributors”), a subsidiary of MassMutual. Pursuant to separate underwriting agreements with MassMutual and the Separate Account, MMLIS serves as principal underwriter of the contracts sold by its registered representatives and MML Distributors serves as principal underwriter of the contracts sold by registered representatives of other broker-dealers who have entered into distribution agreements with MML Distributors.

Both MMLIS and MML Distributors are registered with the Securities and Exchange Commission (the “SEC”) as broker-dealers under the Securities and Exchange Act of 1934 and are members of the Financial Industry Regulatory Authority (the “FINRA”). Commissions for sales of contracts by MMLIS registered representatives are paid on behalf of MMLIS to its registered representatives. Commissions for sales of contracts by registered representatives of other broker-dealers are paid on behalf of MML Distributors to those broker-dealers. MMLIS and MML Distributors also receive compensation for their actions as principal underwriters of the contracts.

B. Receivable from/Payable to MassMutual

Certain fees such as cost of insurance fees and mortality and expense risk fees are charges paid between the General Account and the Separate Account.

F-36

Notes To Financial Statements (Continued)

6. PURCHASES AND SALES OF INVESTMENTS

The cost of purchases and proceeds from sales of investments for the year ended December 31, 2012 were as follows:

	Fidelity® VIP Contrafund® Sub-Account			Fidelity® VIP Contrafund® Sub-Account			ING Clarion Global Real Estate Sub-Account			Invesco V.I. Diversified Dividend Sub-Account			Invesco V.I. Diversified Dividend Sub-Account			Invesco V.I. Global Health Care Sub-Account			Invesco V.I. Global Health Care Sub-Account			Invesco V.I. Technology Sub-Account			Invesco V.I. Technology Sub-Account			Ivy Asset Strategy Sub-Account			MML Aggressive Allocation Sub-Account			MML Aggressive Allocation Sub-Account
	(Initial Class)			(Service Class 2)						(Series I)			(Series II)			(Series I)			(Series II)			(Series I)			(Series II)						(Initial Class)			(Service Class)
Cost of purchases	$	10,284,770		$	9,530,014		$	3,617,006		$	2,339,183		$	1,197,909		$	1,006,613		$	1,011,059		$	1,191,910		$	766,577		$	138,397		$	2,218,749		$	4,751,820
Proceeds from sales		(48,070,736	)		(3,144,863	)		(2,711,184	)		(754,181	)		(493,266	)		(1,896,547	)		(285,030	)		(1,442,830	)		(495,277	)		(50	)		(4,811,841	)		(3,360,388	)
	MML Babson Enhanced Index Core Equity Sub-Account			MML Babson Enhanced Index Core Equity Sub-Account			MML Balanced Allocation Sub-Account			MML Balanced Allocation Sub-Account			MML Blend Sub-Account			MML Blend Sub-Account			MML Blue Chip Growth Sub-Account			MML Blue Chip Growth Sub-Account			MML Capital Guardian Asset Allocation Sub-Account			MML Capital Guardian Asset Allocation Sub-Account			MML China Sub-Account			MML Conservative Allocation Sub-Account
	(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)						(Initial Class)
Cost of purchases	$	217,482		$	52,887		$	25,285,747		$	60,638,237		$	22,665,720		$	9,391,347		$	6,938,782		$	5,554,249		$	2,293,330		$	419,465		$	423,255		$	30,725,942
Proceeds from sales		(8,993,062	)		(793,730	)		(16,360,608	)		(18,299,241	)		(8,659,438	)		(1,245,867	)		(7,509,349	)		(2,007,414	)		(84,949,998	)		(9,677,273	)		(559,195	)		(15,439,639	)
	MML Conservative Allocation Sub-Account			MML Core Allocation Sub-Account			MML Emerging Growth Sub-Account			MML Emerging Growth Sub-Account			MML Equity Sub-Account			MML Equity Sub-Account			MML Equity Income Sub-Account			MML Equity Income Sub-Account			MML Equity Index Sub-Account			MML Equity Index Sub-Account			MML Focused Equity Sub-Account			MML Foreign Sub-Account
	(Service Class)						(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Class I)			(Service Class I)			(Service Class I)			(Initial Class)
Cost of purchases	$	73,322,758		$	62,044,730		$	50,890		$	132,829		$	1,864,856		$	6,859,574		$	7,519,283		$	7,329,458		$	3,095,002		$	4,215,465		$	579,721		$	18,087,414
Proceeds from sales		(22,534,252	)		(22,702,954	)		(6,629,596	)		(1,361,634	)		(3,746,000	)		(1,821,176	)		(40,213,733	)		(3,190,718	)		(7,836,305	)		(1,168,003	)		(83,312	)		(31,278,532	)
	MML Foreign Sub-Account			MML Fundamental Growth Sub-Account			MML Fundamental Value Sub-Account			MML Global Sub-Account			MML Global Sub-Account			MML Global Sub-Account			MML Growth Sub-Account			MML Growth & Income Sub-Account			MML Growth & Income Sub-Account			MML Growth Allocation Sub-Account			MML Growth Allocation Sub-Account			MML High Yield Sub-Account
	(Service Class)			(Service Class I)			(Service Class I)			(Class I)			(Service Class I)			(Class II)						(Initial Class)			(Service Class)			(Initial Class)			(Service Class)
Cost of purchases	$	1,243,958		$	431,355		$	251,434		$	602,255		$	1,418,490		$	183,674		$	13,757,930		$	2,208,525		$	1,575,412		$	24,926,399		$	34,939,784		$	9,003,351
Proceeds from sales		(863,566	)		(31,694	)		(25,438	)		(1,300,830	)		(538,385	)		(483,551	)		(5,034,516	)		(18,067,467	)		(1,082,342	)		(48,801,061	)		(41,661,137	)		(1,898,578	)
	MML Income & Growth Sub-Account			MML Income & Growth Sub-Account			MML Inflation-Protected and Income Sub-Account			MML Inflation-Protected and Income Sub-Account			MML International Sub-Account			MML Large Cap Growth Sub-Account			MML Large Cap Growth Sub-Account			MML Large Cap Value Sub-Account			MML Large Cap Value Sub-Account			MML Legg Mason Concentrated Growth Sub-Account			MML Legg Mason Concentrated Growth Sub-Account			MML Legg Mason Concentrated Growth Sub-Account
	(Initial Class)			(Service Class)			(Initial Class)			(Service Class)						(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Class I)			(Service Class I)			(Class II)
Cost of purchases	$	2,151,758		$	2,809,934		$	44,073,147		$	23,121,883		$	6,649,826		$	561,489		$	271,413		$	4,637,410		$	4,107,413		$	161,876		$	85,251		$	109,321
Proceeds from sales		(5,848,065	)		(1,002,395	)		(43,057,929	)		(6,461,138	)		(3,895,969	)		(3,874,813	)		(206,269	)		(25,526,806	)		(2,432,327	)		(12,263,552	)		(2,162,891	)		(3,651,328	)

F-37

Notes To Financial Statements (Continued)

6. PURCHASES AND SALES OF INVESTMENTS (Continued)

	MML Managed Bond Sub-Account			MML Managed Bond Sub-Account			MML Mid Cap Growth Sub-Account			MML Mid Cap Growth Sub-Account			MML Mid Cap Value Sub-Account			MML Mid Cap Value Sub-Account			MML Moderate Allocation Sub-Account			MML Moderate Allocation Sub-Account			MML Money Market Sub-Account			MML NASDAQ-100® Sub-Account			MML NASDAQ-100® Sub-Account			MML Short-Duration Bond Sub-Account
	(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)						(Initial Class)			(Service Class)
Cost of purchases	$	33,662,498		$	48,417,599		$	8,227,566		$	6,762,848		$	15,180,041		$	3,700,488		$	38,387,643		$	225,210,473		$	153,764,328		$	1,406,805		$	1,518,872		$	10,061,596
Proceeds from sales		(35,094,370	)		(6,916,447	)		(14,682,801	)		(2,123,020	)		(33,924,487	)		(1,528,891	)		(34,849,029	)		(20,902,326	)		(78,870,906	)		(4,727,447	)		(3,536,994	)		(3,571,273	)
	MML Small Cap Index Sub-Account			MML Small Cap Index Sub-Account			MML Small Cap Growth Equity Sub-Account			MML Small Cap Growth Equity Sub-Account			MML Small Company Value Sub-Account			MML Small/Mid Cap Equity Sub-Account			MML Small/Mid Cap Equity Sub-Account			MML Small/Mid Cap Value Sub-Account			MML Small/Mid Cap Value Sub-Account			MML Strategic Emerging Markets Sub-Account			MML Total Return Sub-Account			Oppenheimer Balanced Sub-Account
	(Initial Class)			(Service Class)			(Initial Class)			(Service Class)						(Initial Class)			(Service Class)			(Initial Class)			(Service Class)									(Service)
Cost of purchases	$	826,668		$	287,399		$	18,227,837		$	1,377,038		$	2,436,146		$	3,459,858		$	1,493,305		$	6,112,541		$	1,453,226		$	1,952,211		$	5,436,070		$	1,332
Proceeds from sales		(25,704,752	)		(5,374,184	)		(25,575,752	)		(804,838	)		(728,760	)		(5,506,616	)		(562,262	)		(31,339,070	)		(952,789	)		(1,553,264	)		(343,800	)		(49,895	)
	Oppenheimer Balanced Sub-Account			Oppenheimer Capital Appreciation Sub-Account			Oppenheimer Capital Appreciation Sub-Account			Oppenheimer Core Bond  Sub-Account			Oppenheimer Global Securities Sub-Account			Oppenheimer Global Securities Sub-Account			Oppenheimer Global Strategic Income Sub-Account			Oppenheimer Global Strategic Income Sub-Account			Oppenheimer High Income Sub-Account			Oppenheimer High Income Sub-Account			Oppenheimer International Growth Sub-Account			Oppenheimer International Growth Sub-Account
	(Non-Service)			(Service)			(Non-Service)						(Service)			(Non-Service)			(Service)			(Non-Service)			(Service)			(Non-Service)			(Service)			(Non-Service)
Cost of purchases	$	1,185,493		$	1,560,077		$	7,700,864		$	240,603		$	4,937,477		$	14,254,422		$	11,386,891		$	55,403,567		$	3,168		$	1,992,192		$	2,842,143		$	2,952,643
Proceeds from sales		(3,802,208	)		(651,353	)		(43,997,946	)		(752,994	)		(1,793,625	)		(39,931,689	)		(5,107,062	)		(51,533,296	)		(34,084	)		(13,538,062	)		(1,396,397	)		(10,565,947	)
	Oppenheimer Main Street Sub-Account			Oppenheimer Main Street Sub-Account			Oppenheimer Money Sub-Account			Oppenheimer Small- & Mid-Cap Growth Sub-Account			Oppenheimer Small- & Mid-Cap Growth Sub-Account			Panorama Growth Sub-Account			Panorama Total Return Sub-Account			PIMCO CommodityRealReturn® Strategy Sub-Account
	(Service)			(Non-Service)						(Service)			(Non-Service)
Cost of purchases	$	1,252,184		$	2,742,204		$	3,298,805		$	1,511,977		$	4,792,231		$	26,885		$	45,752		$	4,986,993
Proceeds from sales		(243,590	)		(6,849,337	)		(10,340,936	)		(527,608	)		(27,379,190	)		(942,297	)		(891,967	)		(4,813,863	)

F-38

Notes To Financial Statements (Continued)

7. NET INCREASE (DECREASE) IN OUTSTANDING UNITS

The changes in outstanding units for the two years ended December 31, 2012 were as follows:

2012	Fidelity® VIP Contrafund ® Sub-Account			Fidelity® VIP Contrafund ® Sub-Account			ING Clarion Global Real Estate Sub-Account			Invesco V.I. Diversified Dividend Sub-Account			Invesco V.I. Diversified Dividend Sub-Account			Invesco V.I. Global Health Care Sub-Account			Invesco V.I. Global Health Care Sub-Account			Invesco V.I. Technology Sub-Account			Invesco V.I. Technology Sub-Account			Ivy Asset Strategy Sub-Account			MML Aggressive Allocation Sub-Account
	(Initial Class)			(Service Class 2)						(Series I)			(Series II)			(Series I)			(Series II)			(Series I)			(Series II)						(Initial Class)
Units purchased		305,240			528,005			106,217			21,497			112,262			19,951			35,359			26,531			21,808			11,986			67,970
Units withdrawn		(1,774,918	)		(111,670	)		(84,504	)		(81,425	)		(9,734	)		(75,444	)		(7,489	)		(77,071	)		(4,007	)		(123	)		(231,006	)
Units transferred between Sub-Accounts and to/from the Fixed Account		(619,468	)		(7,040	)		41,226			312,933			15,379			5,208			30,731			40,055			1,258			1,676			(63,420	)
Net increase (decrease)		(2,089,146	)		409,295			62,939			253,005			117,907			(50,285	)		58,601			(10,485	)		19,059			13,539			(226,456	)
2012 (Continued)	MML Aggressive Allocation Sub-Account			MML Babson Enhanced Index Core Equity Sub-Account			MML Babson Enhanced Index Core Equity Sub-Account			MML Balanced Allocation Sub-Account			MML Balanced Allocation Sub-Account			MM Blend Sub-Account			MM Blend Sub-Account			MML Blue Chip Growth Sub-Account			MML Blue Chip Growth Sub-Account			MML Capital Guardian Asset Allocation Sub-Account			MML Capital Guardian Asset Allocation Sub-Account
	(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)
Units purchased		350,328			3,043			1,669			109,925			3,917,773			58,347			305,903			58,079			226,710			25,131			12,475
Units withdrawn		(193,060	)		(41,088	)		(1,556	)		(1,030,802	)		(1,213,133	)		(493,803	)		(51,255	)		(358,876	)		(39,392	)		(266,472	)		(16,339	)
Units transferred between Sub-Accounts and to/from the Fixed Account		(12,779	)		(652,436	)		(60,904	)		1,392,364			430,929			1,396,834			337,998			307,824			82,943			(6,047,725	)		(800,265	)
Net increase (decrease)		144,489			(690,481	)		(60,791	)		471,487			3,135,569			961,378			592,646			7,027			270,261			(6,289,066	)		(804,129	)
2012 (Continued)	MML China Sub-Account			MML Conservative Allocation Sub-Account			MML Conservative Allocation Sub-Account			MML Core Allocation Sub-Account			MML Emerging Growth Sub-Account			MML Emerging Growth Sub-Account			MML Equity Sub-Account			MML Equity Sub-Account			MML Equity Income Sub-Account			MML Equity Income Sub-Account			MML Equity Index Sub-Account
				(Initial Class)			(Service Class)						(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Class I)
Units purchased		16,382			183,349			3,440,975			4,581,167			3,170			9,578			50,162			570,692			176,019			452,309			132,953
Units withdrawn		(23,007	)		(1,002,610	)		(1,475,008	)		(1,613,680	)		(13,543	)		(856	)		(162,139	)		(84,158	)		(1,730,294	)		(100,064	)		(493,314	)
Units transferred between Sub-Accounts and to/from the Fixed Account		(5,658	)		1,779,530			1,604,864			(322,230	)		(633,848	)		(117,952	)		(82,528	)		(79,900	)		(1,052,138	)		(72,714	)		(20,772	)
Net increase (decrease)		(12,282	)		960,269			3,570,831			2,645,257			(644,221	)		(109,230	)		(194,505	)		406,634			(2,606,413	)		279,531			(381,133	)

F-39

Notes To Financial Statements (Continued)

7. NET INCREASE (DECREASE) IN OUTSTANDING UNITS (Continued)

2012 (Continued)	MML Equity Index Sub-Account			MML Focused Equity Sub-Account			MML Foreign Sub-Account			MML Foreign Sub-Account			MML Fundamental Growth Sub-Account			MML Fundamental Value Sub-Account			MML Global Sub-Account			MML Global Sub-Account			MML Global Sub-Account			MML Growth Sub-Account			MML Growth & Income Sub-Account
	(Service Class I)						(Initial Class)			(Service Class)									(Class I)			(Service Class I)			(Class II)						(Initial Class)
Units purchased		250,668			7,454			160,947			49,269			6,274			9,058			16,501			85,405			11,022			1,098,770			71,008
Units withdrawn		(28,972	)		(1,200	)		(1,465,662	)		(17,741	)		(741	)		(49	)		(77,818	)		(16,232	)		(29,759	)		(234,154	)		(905,583	)
Units transferred between Sub-Accounts and to/from the Fixed Account		19,460			43,053			(478,812	)		(20,076	)		35,535			13,508			(9,556	)		6,325			(12,382	)		(105,548	)		(387,192	)
Net increase (decrease)		241,156			49,307			(1,783,527	)		11,452			41,068			22,517			(70,873	)		75,498			(31,119	)		759,068			(1,221,767	)
2012 (Continued)	MML Growth & Income Sub-Account			MML Growth Allocation Sub-Account			MML Growth Allocation Sub-Account			MML High Yield Sub-Account			MML Income & Growth Sub-Account			MML Income & Growth Sub-Account			MML Inflation-Protected and Income Sub-Account			MML Inflation-Protected and Income Sub-Account			MML International Sub-Account			MML Large Cap Growth Sub-Account			MML Large Cap Growth Sub-Account
	(Service Class)			(Initial Class)			(Service Class)						(Initial Class)			(Service Class)			(Initial Class)			(Service Class)						(Initial Class)			(Service Class)
Units purchased		124,597			602,550			2,256,985			237,331			48,062			160,443			208,132			1,155,697			352,908			18,365			11,201
Units withdrawn		(24,590	)		(2,622,428	)		(2,831,983	)		(75,587	)		(288,552	)		(34,109	)		(2,154,369	)		(181,692	)		(156,084	)		(229,184	)		(4,456	)
Units transferred between Sub-Accounts and to/from the Fixed Account		(54,121	)		(662,056	)		(640,690	)		387,230			(31,162	)		38,910			1,696,915			200,165			(31,715	)		(48,688	)		1,051
Net increase (decrease)		45,886			(2,681,934	)		(1,215,688	)		548,974			(271,652	)		165,244			(249,322	)		1,174,170			165,109			(259,507	)		7,796
2012 (Continued)	MML Large Cap Value Sub-Account			MML Large Cap Value Sub-Account			MML Legg Mason Concentrated Growth Sub-Account			MML Legg Mason Concentrated Growth Sub-Account			MML Legg Mason Concentrated Growth Sub-Account			MML Managed Bond Sub-Account			MML Managed Bond Sub-Account			MML Mid Cap Growth Sub-Account			MML Mid Cap Growth Sub-Account			MML Mid Cap Value Sub-Account			MML Mid Cap Value Sub-Account
	(Initial Class)			(Service Class)			(Class I)			(Service Class I)			(Class II)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)
Units purchased		138,701			279,609			2,114			2,203			2,619			224,433			2,727,525			74,477			372,088			127,108			181,696
Units withdrawn		(1,259,982	)		(63,765	)		(40,467	)		(1,860	)		(17,003	)		(1,885,960	)		(377,779	)		(480,264	)		(92,480	)		(1,314,234	)		(34,492	)
Units transferred between Sub-Accounts and to/from the Fixed Account		(431,152	)		(45,012	)		(1,098,299	)		(204,804	)		(396,914	)		1,312,101			600,781			(109,106	)		(4,858	)		(796,201	)		(63,437	)
Net increase (decrease)		(1,552,433	)		170,832			(1,136,652	)		(204,461	)		(411,298	)		(349,426	)		2,950,527			(514,893	)		274,750			(1,983,327	)		83,767

F-40

Notes To Financial Statements (Continued)

7. NET INCREASE (DECREASE) IN OUTSTANDING UNITS (Continued)

2012 (Continued)	MML Moderate Allocation Sub-Account			MML Moderate Allocation Sub-Account			MML Money Market Sub-Account			MML NASQAQ-100® Sub-Account			MML NASQAQ-100® Sub-Account			MML Short-Duration Bond Sub-Account			MML Small Cap Index Sub-Account			MML Small Cap Index Sub-Account			MML Small Cap Growth Equity Sub-Account			MML Small Cap Growth Equity Sub-Account			MML Small Company Value Sub-Account
	(Initial Class)			(Service Class)						(Initial Class)			(Service Class)						(Initial Class)			(Service Class)			(Initial Class)			(Service Class)
Units purchased		388,434			19,444,292			387,591			5,990			9,771			334,270			7,269			8,593			78,635			24,629			50,231
Units withdrawn		(2,239,000	)		(3,441,709	)		(2,438,754	)		(10,343	)		(2,017	)		(93,655	)		(67,513	)		(3,021	)		(777,652	)		(14,974	)		(14,920	)
Units transferred between Sub-Accounts and to/from the Fixed Account		1,394,893			578,396			9,917,360			(380,210	)		(156,735	)		345,117			(1,452,109	)		(353,027	)		(426,626	)		(1,416	)		66,757
Net increase (decrease)		(455,673	)		16,580,979			7,866,197			(384,563	)		(148,981	)		585,732			(1,512,353	)		(347,455	)		(1,125,643	)		8,239			102,068
2012 (Continued)	MML Small/Mid Cap Equity Sub-Account			MML Small/Mid Cap Equity Sub-Account			MML Small/Mid Cap Value Sub-Account			MML Small/Mid Cap Value Sub-Account			MML Strategic Emerging Markets Sub-Account			MML Total Return Sub-Account			Oppenheimer Balanced Sub-Account			Oppenheimer Balanced Sub-Account			Oppenheimer Capital Appreciation Sub-Account			Oppenheimer Capital Appreciation Sub-Account			Oppenheimer Core Bond Sub-Account
	(Initial Class)			(Service Class)			(Initial Class)			(Service Class)									(Service)			(Non-Service)			(Service)			(Non-Service)
Units purchased		31,233			59,991			115,640			66,280			59,929			156,289			-			2,410			101,826			184,007			-
Units withdrawn		(244,329	)		(7,601	)		(1,103,353	)		(20,836	)		(33,424	)		(13,522	)		(986	)		(243,605	)		(21,723	)		(1,941,717	)		(38,117	)
Units transferred between Sub-Accounts and to/from the Fixed Account		67,026			15,778			(1,155,198	)		(14,274	)		13,520			350,449			(3,923	)		(4,330	)		7,282			(699,272	)		(14,932	)
Net increase (decrease)		(146,070	)		68,168			(2,142,911	)		31,170			40,025			493,216			(4,909	)		(245,525	)		87,385			(2,456,982	)		(53,049	)
2012 (Continued)	Oppenheimer Global Securities Sub-Account			Oppenheimer Global Securities Sub-Account			Oppenheimer Global Strategic Income Sub-Account			Oppenheimer Global Strategic Income Sub-Account			Oppenheimer High Income Sub-Account			Oppenheimer High Income Sub-Account			Oppenheimer International Growth Sub-Account			Oppenheimer International Growth Sub-Account			Oppenheimer Main Street Sub-Account			Oppenheimer Main Street Sub-Account			Oppenheimer Money Sub-Account
	(Service)			(Non-Service)			(Service)			(Non-Service)			(Service)			(Non-Service)			(Service)			(Non-Service)			(Service)			(Non-Service)			(Non-Service)
Units purchased		271,354			178,704			358,086			224,910			-			72			127,277			47,292			67,996			33,453			22,997
Units withdrawn		(54,249	)		(1,556,377	)		(152,100	)		(2,339,368	)		(3,015	)		(388,682	)		(29,978	)		(317,417	)		(7,733	)		(334,560	)		(491,226	)
Units transferred between Sub-Accounts and to/from the Fixed Account		(56,851	)		(705,680	)		11,808			1,075,539			(6,680	)		(2,790,664	)		(26,682	)		(186,952	)		20,088			(17,963	)		(128,506	)
Net increase (decrease)		160,254			(2,083,353	)		217,794			(1,038,919	)		(9,695	)		(3,179,274	)		70,617			(457,077	)		80,351			(319,070	)		(596,735	)

F-41

Notes To Financial Statements (Continued)

7. NET INCREASE (DECREASE) IN OUTSTANDING UNITS (Continued)

2012 (Continued)	Oppenheimer Small- & Mid-Cap Growth Sub-Account			Oppenheimer Small- & Mid-Cap Growth Sub-Account			Panorama Growth Sub-Account			Panorama Total Return Sub-Account			PIMCO CommodityRealReturn® Strategy Sub-Account
	(Service)			(Non-Service)			(Non-Service)			(Non-Service)
Units purchased		63,111			138,000			195			623			129,941
Units withdrawn		(14,476	)		(1,084,774	)		(2,593	)		(2,033	)		(214,847	)
Units transferred between Sub-Accounts and to/from the Fixed Account		33,127			(264,737	)		(68,582	)		(72,121	)		40,290
Net increase (decrease)		81,762			(1,211,511	)		(70,980	)		(73,531	)		(44,616	)

F-42

Notes To Financial Statements (Continued)

7. NET INCREASE (DECREASE) IN OUTSTANDING UNITS

2011	Fidelity® VIP Contrafund® Sub-Account			Fidelity® VIP Contrafund® Sub-Account			ING Clarion Global Real  Estate Sub-Account			Invesco V.I . Dividend Growth Sub-Account			Invesco V.I . Dividend Growth Sub-Account			Invesco V.I . Global Health Care  Sub-Account			Invesco V.I . Global Health Care  Sub-Account			Invesco V.I . Technology Sub-Account			Invesco V.I . Technology Sub-Account			MML Aggressive Allocation Sub-Account			MML Aggressive Allocation Sub-Account			MML Babson Enhanced Index Core Equity Sub-Account
	(Initial Class)			(Service Class 2)						(Series I)			(Series II)			(Series I)			(Series II)			(Series I)			(Series II)			(Initial Class)			(Service Class)			(Initial Class)
Units purchased		272,285			578,596			108,343			22,232			92,420			17,863			38,000			22,878			41,700			78,519			653,038			12,287
Units withdrawn		(1,888,195	)		(78,800	)		(89,005	)		(67,155	)		(8,670	)		(94,952	)		(5,776	)		(110,000	)		(3,291	)		(225,131	)		(63,006	)		(79,352	)
Units transferred between Sub- Accounts and to/from the Fixed Account		(196,101	)		139,092			27,674			(33,130	)		(11,929	)		(16,286	)		12,873			(76,136	)		2,481			(15,063	)		107,260			(30,209	)
Net increase (decrease)		(1,812,011	)		638,888			47,012			(78,053	)		71,821			(93,375	)		45,097			(163,258	)		40,890			(161,675	)		697,292			(97,274	)
2011 (Continued)	MML Babson Enhanced Index Core Equity Sub-Account			MML Balanced Allocation Sub-Account			MML Balanced Allocation Sub-Account			MML Babson Blend Sub-Account			MML Babson Blend Sub-Account			MML T. Rowe Price Blue Chip Growth Sub-Account			MML T. Rowe Price Blue Chip Growth Sub-Account			MML Capital Guardian Asset Allocation Sub-Account			MML Capital Guardian Asset Allocation Sub-Account			MML Baring China Sub-Account			MML Conservative Allocation Sub-Account			MML Conservative Allocation Sub-Account
	(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)						(Initial Class)			(Service Class)
Units purchased		11,908			135,665			4,026,427			44,991			232,198			31,830			146,798			121,597			125,163			38,614			62,149			3,213,978
Units withdrawn		(719	)		(871,328	)		(1,188,133	)		(458,067	)		(23,188	)		(387,450	)		(17,587	)		(936,048	)		(33,104	)		(19,553	)		(847,584	)		(1,738,743	)
Units transferred between Sub- Accounts and to/from the Fixed Account		11,584			172,550			34,391			82,621			(696	)		(58,657	)		25,989			(386,600	)		(6,756	)		22,459			1,524,080			1,569,624
Net increase (decrease)		22,773			(563,113	)		2,872,685			(330,455	)		208,314			(414,277	)		155,200			(1,201,051	)		85,303			41,520			738,645			3,044,859
2011 (Continued)	MML American Funds® Core Allocation Sub-Account			MML Emerging Growth Sub-Account			MML Emerging Growth Sub-Account			MML Oppenheimer/ Loomis Sayles Equity Sub-Account			MML Oppenheimer/ Loomis Sayles Equity Sub-Account			MML T. Rowe Price Equity Income Sub-Account			MML T. Rowe Price Equity Income Sub-Account			MML Equity Index Sub-Account			MML Equity Index Sub-Account			MML Templeton Foreign Sub-Account			MML Templeton Foreign Sub-Account			MML MFS Global Sub-Account
				(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Class I)			(Service Class I)			(Initial Class)			(Service Class)			(Class I)
Units purchased		5,637,801			22,341			33,586			55,356			636,470			176,290			504,580			78,970			251,952			145,165			74,935			8,403
Units withdrawn		(1,242,849	)		(96,051	)		(7,059	)		(176,214	)		(54,785	)		(1,749,502	)		(68,691	)		(396,443	)		(12,012	)		(1,331,564	)		(12,427	)		(83,398	)
Units transferred between Sub- Accounts and to/from the Fixed Account		(944,825	)		(20,997	)		(88	)		(531	)		119,647			23,440			123,715			(30,499	)		12,105			421,755			(23,854	)		(7,205	)
Net increase (decrease)		3,450,127			(94,707	)		26,439			(121,389	)		701,332			(1,549,772	)		559,604			(347,972	)		252,045			(764,644	)		38,654			(82,200	)
2011 (Continued)	MML MFS Global Sub-Account			MML MFS Global Sub-Account			MML American Funds® Growth Sub-Account			MML Growth & Income Sub-Account			MML Growth & Income Sub-Account			MML Growth Allocation Sub-Account			MML Growth Allocation Sub-Account			MML Babson High Yield Sub-Account			MML Income & Growth Sub-Account			MML Income & Growth Sub-Account			MML Babson Inflation-Protected and Income Sub-Account			MML Babson Inflation-Protected and Income Sub-Account
	(Service Class I)			(Class II)						(Initial Class)			(Service Class)			(Initial Class)			(Service Class)						(Initial Class)			(Service Class)			(Initial Class)			(Service Class)
Units purchased		105,340			8,632			1,296,152			93,064			50,220			496,425			3,544,206			193,759			36,738			191,474			213,140			924,571
Units withdrawn		(6,769	)		(64,309	)		(147,602	)		(1,104,694	)		(20,320	)		(2,471,339	)		(2,734,829	)		(28,112	)		(339,449	)		(19,844	)		(2,266,118	)		(109,769	)
Units transferred between Sub- Accounts and to/from the Fixed Account		7,765			(31,393	)		178,240			(422,922	)		(306,268	)		453,632			(367,292	)		226,182			(107,161	)		220,969			(2,136,998	)		104,415
Net increase (decrease)		106,336			(87,070	)		1,326,790			(1,434,552	)		(276,368	)		(1,521,282	)		442,085			391,829			(409,872	)		392,599			(4,189,976	)		919,217

F-43

Notes To Financial Statements (Continued)

7. NET INCREASE (DECREASE) IN OUTSTANDING UNITS (Continued)

2011 (Continued)	MML American Funds® International Sub-Account			MML Rainier Large Cap Growth Sub-Account			MML Rainier Large Cap Growth Sub-Account			MML Davis Large Cap Value Sub-Account			MML Davis Large Cap Value Sub-Account			MML Legg Mason Concentrated Growth Sub-Account			MML Legg Mason Concentrated Growth Sub-Account			MML Legg Mason Concentrated Growth Sub-Account			MML Babson Managed Bond Sub-Account			MML Babson Managed Bond Sub-Account			MML T. Rowe Price Mid Cap Growth Sub-Account			MML T. Rowe Price Mid Cap Growth Sub-Account
				(Initial Class)			(Service Class)			(Initial Class)			(Service Class)			(Class I)			(Service Class I)			(Class II)			(Initial Class)			(Service Class)			(Initial Class)			(Service Class)
Units purchased		510,221			19,818			34,712			129,941			354,435			10,240			30,257			9,048			182,116			2,690,399			87,861			527,468
Units withdrawn		(123,576	)		(257,205	)		(2,480	)		(1,205,832	)		(47,379	)		(145,897	)		(9,597	)		(43,903	)		(2,111,272	)		(188,927	)		(550,602	)		(51,239	)
Units transferred between Sub-Accounts and to/from the Fixed Account		166,596			(29,875	)		9,393			149,852			(43,853	)		(54,603	)		(3,849	)		(40,218	)		(701,458	)		(90,175	)		(135,695	)		33,797
Net increase (decrease)		553,241			(267,262	)		41,625			(926,039	)		263,203			(190,260	)		16,811			(75,073	)		(2,630,614	)		2,411,297			(598,436	)		510,026
2011 (Continued)	MML American Century Mid Cap Value Sub-Account			MML American Century Mid Cap Value Sub-Account			MML Moderate Allocation Sub-Account			MML Moderate Allocation Sub-Account			MML Money Market Sub-Account			MML NASDAQ-100® Sub-Account			MML NASDAQ-100® Sub-Account			MML Babson Short-Duration Bond Sub-Account			MML Small Cap Index Sub-Account			MML Small Cap Index Sub-Account			MML W&R/Wellington Small Cap Growth Equity Sub-Account			MML W&R/Wellington Small Cap Growth Equity Sub-Account
	(Initial Class)			(Service Class)			(Initial Class)			(Service Class)						(Initial Class)			(Service Class)						(Initial Class)			(Service Class)			(Initial Class)			(Service Class)
Units purchased		132,851			253,858			288,718			18,835,556			580,991			17,752			47,498			348,709			22,492			63,853			82,709			54,433
Units withdrawn		(1,380,344	)		(26,596	)		(2,192,433	)		(3,183,780	)		(1,821,403	)		(36,787	)		(1,748	)		(173,061	)		(199,303	)		(9,319	)		(723,850	)		(16,714	)
Units transferred between Sub-Accounts and to/from the Fixed Account		(75,349	)		22,416			(47,610	)		(154,549	)		1,854,512			73,876			14,649			387,402			(99,858	)		1,194			301,097			31,385
Net increase (decrease)		(1,322,842	)		249,678			(1,951,325	)		15,497,227			614,100			54,841			60,399			563,050			(276,669	)		55,728			(340,044	)		69,104
2011 (Continued)	MML T. Rowe Price Small Company Value Sub-Account			MML Small/Mid Cap Equity Sub-Account			MML Small/Mid Cap Equity Sub-Account			MML AllianceBernstein Small/Mid Cap Value Sub-Account			MML AllianceBernstein Small/Mid Cap Value Sub-Account			MML Baring Strategic Emerging Markets Sub-Account			Oppenheimer Balanced Sub-Account			Oppenheimer Balanced Sub-Account			Oppenheimer Capital Appreciation Sub-Account			Oppenheimer Capital Appreciation Sub-Account			Oppenheimer Core Bond Sub-Account			Oppenheimer Global Securities Sub-Account
				(Initial Class)			(Service Class)			(Initial Class)			(Service Class)						(Service)			(Non-Service)			(Service)			(Non-Service)						(Service)
Units purchased		71,450			40,168			57,370			116,559			87,449			98,088			-			57			73,554			201,684			1			399,829
Units withdrawn		(8,030	)		(287,494	)		(7,724	)		(992,140	)		(24,749	)		(23,345	)		(3,678	)		(257,562	)		(21,783	)		(2,085,812	)		(54,709	)		(37,970	)
Units transferred between Sub-Accounts and to/from the Fixed Account		29,319			(82,398	)		2,215			833,908			44,440			19,254			-			(134,534	)		(19,116	)		(495,770	)		(13,222	)		63,948
Net increase (decrease)		92,739			(329,724	)		51,861			(41,673	)		107,140			93,997			(3,678	)		(392,039	)		32,655			(2,379,898	)		(67,930	)		425,807
2011 (Continued)	Oppenheimer Global Securities Sub-Account			Oppenheimer Global Strategic Income Sub-Account			Oppenheimer Global Strategic Income Sub-Account			Oppenheimer High Income Sub-Account			Oppenheimer High Income Sub-Account			Oppenheimer International Growth Sub-Account			Oppenheimer International Growth Sub-Account			Oppenheimer Main Street Sub-Account			Oppenheimer Main Street Sub-Account			Oppenheimer Money Sub-Account			Oppenheimer Small- & Mid-Cap Growth Sub-Account			Oppenheimer Small-& Mid-Cap Growth Sub-Account
	(Non-Service)			(Service)			(Non-Service)			(Service)			(Non-Service)			(Service)			(Non-Service)			(Service)			(Non-Service)			(Non-Service)			(Service)			(Non-Service)
Units purchased		213,174			555,048			224,800			-			50			123,749			58,959			44,830			51,640			34,261			88,610			146,546
Units withdrawn		(1,678,333	)		(128,822	)		(2,335,996	)		(416	)		(470,697	)		(18,046	)		(328,456	)		(2,877	)		(519,453	)		(948,328	)		(10,378	)		(1,074,914	)
Units transferred between Sub-Accounts and to/from the Fixed Account		(36,506	)		(13,995	)		(923,248	)		-			(179,358	)		31,785			(139,580	)		10,044			(110,952	)		458,342			17,842			(773,460	)
Net increase (decrease)		(1,501,665	)		412,231			(3,034,444	)		(416	)		(650,005	)		137,488			(409,077	)		51,997			(578,765	)		(455,725	)		96,074			(1,701,828	)

F-44

Notes To Financial Statements (Continued)

7. NET INCREASE (DECREASE) IN OUTSTANDING UNITS (Continued)

2011 (Continued)	Panorama Growth Sub-Account			Panorama Total Return Sub-Account			PIMCO CommodityRealReturn® Strategy Sub-Account
	(Non-Service)			(Non-Service)			(Advisor Class)
Units purchased		928			2,013			299,487
Units withdrawn		(3,942	)		(11,476	)		(205,366	)
Units transferred between Sub-Accounts and to/from the Fixed Account		(2,220	)		1,536			13,278
Net increase (decrease)		(5,234	)		(7,927	)		107,399

F-45

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS

A. A summary of units outstanding, unit values, net assets, investment income ratios, expense ratios (excluding expenses of the underlying funds) and total return ratios for each of the five years in the period ended December 31, 2012 follows:

	At December 31,						For the Years Ended December 31,
	Units		Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1			Expense Ratio2 (Lowest to Highest)			Total Return3 (Lowest to Highest)
Fidelity® VIP Contrafund® Sub-Account (Initial Class)
2012		17,406,780	$	13.93 to $18.78	$	295,726,935		1.31	%		0.95% to 2.60	%		13.42% to 15.31	%
2011		19,495,926		12.28 to 16.29		288,716,116		0.99			0.95 to 2.60			(5.02) to (3.45	)
2010		21,307,937		12.93 to 16.87		328,970,155		1.23			0.95 to 2.60			14.21 to 16.11
2009		23,636,053		11.32 to 14.53		315,765,069		1.39			0.95 to 2.60			32.23 to 34.43
2008		25,936,847		8.56 to 10.81		258,786,612		1.01			0.95 to 2.60			(43.99) to (43.06	)
Fidelity® VIP Contrafund® Sub-Account (Service Class 2)
2012		3,207,664		13.72 to 16.73		51,704,431		1.23			1.15 to 3.10			12.59 to 14.81
2011		2,798,369		12.18 to 14.57		39,394,895		0.90			1.15 to 3.10			(5.75) to (3.89	)
2010		2,159,481		12.93 to 15.16		31,796,260		1.17			1.15 to 3.10			5.11 to 15.59
2009		1,630,568		11.39 to 13.12		20,758,905		1.42			1.15 to 2.65			31.93 to 33.92
2008		745,572		8.63 to 9.79		7,060,203		2.36			1.15 to 2.65			(30.55) to (30.22	)
ING Clarion Global Real Estate Sub-Account
2012		1,302,495		11.29 to 12.73		16,182,211		0.52			0.95 to 3.10			21.80 to 24.46
2011		1,239,556		9.27 to 10.23		12,425,609		3.46			0.95 to 3.10			(8.19) to (6.20	)
2010		1,192,544		10.09 to 10.91		12,812,999		8.90			0.95 to 3.10			6.05 to 14.90
2009		1,012,347		8.96 to 9.49		9,502,945		2.49			0.95 to 2.65			29.93 to 32.16
2008		863,923		6.90 to 7.18		6,154,981		1.81			0.95 to 2.65			(34.04) to (29.29	)
Invesco V.I. Diversified Dividend Sub-Account (Series I)12
2012		776,137		5.11 to 6.83		5,099,770		2.15			0.95 to 2.60			15.67 to 17.60
2011		523,132		4.42 to 5.81		2,948,506		0.21			0.95 to 2.60			(4.60) to (3.02	)
2010		601,185		4.63 to 5.99		3,518,127		0.10			0.95 to 2.60			7.49 to 9.27
2009		755,347		4.31 to 5.48		4,062,640		3.59			0.95 to 2.60			24.15 to 26.22
2008		617,018		3.47 to 4.34		2,632,845		3.05			0.95 to 2.60			(60.49) to (59.83	)
Invesco V.I. Diversified Dividend Sub-Account (Series II)12
2012		451,652		5.04 to 6.31		2,711,573		2.01			1.15 to 3.10			14.75 to 17.01
2011		333,745		4.39 to 5.39		1,713,429		0.15			1.15 to 3.10			(5.21) to (3.35	)
2010		261,924		4.63 to 5.58		1,403,750		-			1.15 to 3.10			(5.76) to 8.84
2009		171,016		4.34 to 5.12		850,223		3.82			1.15 to 2.65			23.96 to 25.84
2008		57,346		3.50 to 4.07		226,088		7.15			1.15 to 2.65			(47.74) to (47.50	)
Invesco V.I. Global Health Care Sub-Account (Series I)
2012		674,210		12.33 to 16.02		10,305,929		-			0.95 to 2.60			17.79 to 19.75
2011		724,495		10.47 to 13.38		9,293,422		-			0.95 to 2.60			1.29 to 2.97
2010		817,870		10.33 to 12.99		10,252,640		-			0.95 to 2.60			2.59 to 4.30
2009		911,132		10.07 to 12.45		10,997,090		0.35			0.95 to 2.60			24.40 to 26.47
2008		1,027,818		8.10 to 9.85		9,816,130		-			0.95 to 2.60			(30.45) to (29.30	)
Invesco V.I. Global Health Care Sub-Account (Series II)
2012		207,733		12.14 to 15.31		2,983,215		-			1.15 to 3.10			16.91 to 19.22
2011		149,132		10.38 to 12.84		1,819,403		-			1.15 to 3.10			0.56 to 2.54
2010		104,035		10.33 to 12.52		1,257,438		-			1.15 to 3.10			0.35 to 3.80
2009		65,771		10.13 to 12.06		774,567		0.16			1.15 to 2.65			24.06 to 25.94
2008		32,318		8.16 to 9.58		297,723		-			1.15 to 2.65			(24.59) to (24.24	)

F-46

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (Continued)

	At December 31,						For the Years Ended December 31,
	Units		Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1			Expense Ratio2 (Lowest to Highest)			Total Return3 (Lowest to Highest)
Invesco V.I. Technology Sub-Account (Series I)
2012		720,292	$	10.85 to $12.59	$	6,889,703		-	%		0.95% to 2.60	%		8.42% to 10.22	%
2011		730,777		10.01 to 11.42		6,441,250		0.18			0.95 to 2.60			(7.49) to (5.95	)
2010		894,035		10.82 to 12.15		8,374,944		-			0.95 to 2.60			18.19 to 20.16
2009		968,413		9.15 to 10.11		7,735,094		-			0.95 to 2.60			53.36 to 55.91
2008		849,743		5.97 to 6.48		4,138,682		-			0.95 to 2.60			(45.93) to (45.03	)
Invesco V.I. Technology Sub-Account (Series II)
2012		147,145		10.68 to 15.26		2,006,873		-			1.15 to 3.10			7.64 to 9.76
2011		128,086		9.92 to 13.90		1,545,311		0.09			1.15 to 3.10			(8.20) to (6.40	)
2010		87,196		10.81 to 14.85		1,126,117		-			1.15 to 3.10			10.80 to 19.65
2009		31,841		9.20 to 12.41		366,692		-			1.15 to 2.65			53.03 to 55.35
2008		9,427		6.01 to 7.99		65,850		-			1.15 to 2.65			(33.46) to (33.14	)
Ivy Asset Strategy
201214		13,539		10.45 to 10.49		141,873		-			1.15 to 3.10			4.52 to 4.86
MML Aggressive Allocation Sub-Account (Initial Class)
2012		3,011,798		10.69 to 11.60		34,331,227		0.79			0.95 to 2.60			12.76 to 14.64
2011		3,238,254		9.48 to 10.12		32,302,257		1.10			0.95 to 2.60			(4.37) to (2.78	)
2010		3,399,929		9.91 to 10.41		35,010,960		1.10			0.95 to 2.60			13.07 to 14.95
2009		3,306,926		8.77 to 9.05		29,757,632		0.26			0.95 to 2.60			30.60 to 32.78
2008		3,319,438		6.71 to 6.82		22,566,626		-			0.95 to 2.60			(32.87) to (31.82	)
MML Aggressive Allocation Sub-Account (Service Class)
2012		3,056,568		10.43 to 11.35		34,458,467		0.59			1.15 to 3.10			11.82 to 14.03
2011		2,912,079		9.32 to 9.95		28,799,109		0.99			1.15 to 3.10			(5.01) to (3.15	)
2010		2,214,787		9.81 to 10.28		22,663,520		1.03			1.15 to 3.10			4.75 to 14.51
2009		1,681,461		8.73 to 8.97		15,057,532		0.26			1.15 to 2.65			30.10 to 32.07
2008		572,174		6.71 to 6.79		3,883,366		-			1.15 to 2.65			(29.77) to (29.44	)
MML Babson Enhanced Index Core Equity Sub-Account (Initial Class)
20128		-		-		-		2.07			0.95 to 2.60			7.99 to 8.57
2011		690,481		10.05 to 12.41		8,223,620		1.34			0.95 to 2.60			(0.05) to 1.60
2010		787,755		10.06 to 12.21		9,234,846		1.49			0.95 to 2.60			11.27 to 13.12
2009		902,928		9.04 to 10.79		9,374,365		-			0.95 to 2.60			20.88 to 22.89
2008		1,038,617		7.48 to 8.78		8,779,691		1.85			0.95 to 2.60			(38.90) to (37.89	)
MML Babson Enhanced Index Core Equity Sub-Account (Service Class)
20128		-		-		-		1.93			1.15 to 3.10			7.73 to 8.41
2011		60,791		9.96 to 12.01		696,553		1.33			1.15 to 3.10			(0.80) to 1.15
2010		38,018		10.04 to 11.88		431,941		1.51			1.15 to 3.10			2.91 to 12.62
2009		27,194		9.08 to 10.55		274,664		-			1.15 to 2.65			20.53 to 22.36
2008		12,002		7.53 to 8.62		100,012		2.70			1.15 to 2.65			(28.50) to (28.16	)
MML Balanced Allocation Sub-Account (Initial Class)
2012		11,205,798		11.06 to 12.00		132,420,466		1.79			0.95 to 2.60			9.51 to 11.33
2011		10,734,311		10.10 to 10.78		114,225,528		2.50			0.95 to 2.60			(0.88) to 0.77
2010		11,297,424		10.19 to 10.69		119,669,411		1.42			0.95 to 2.60			9.84 to 11.67
2009		12,100,804		9.27 to 9.58		115,103,685		0.64			0.95 to 2.60			20.33 to 22.34
2008		11,075,892		7.71 to 7.83		86,407,956		-			0.95 to 2.60			(22.93) to (21.72	)

F-47

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (Continued)

	At December 31,						For the Years Ended December 31,
	Units		Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1			Expense Ratio2 (Lowest to Highest)			Total Return3 (Lowest to Highest)
MML Balanced Allocation Sub-Account (Service Class)
2012		26,831,944	$	10.81 to $11.76	$	312,296,978		1.59	%		1.15% to 3.10	%		8.69% to 10.83	%
2011		23,696,375		9.94 to 10.61		249,534,969		2.39			1.15 to 3.10			(1.55) to 0.38
2010		20,823,690		10.10 to 10.57		219,091,450		1.30			1.15 to 3.10			3.62 to 11.21
2009		17,019,622		9.25 to 9.51		161,261,065		0.69			1.15 to 2.65			19.88 to 21.69
2008		6,309,736		7.71 to 7.81		49,231,624		-			1.15 to 2.65			(20.43) to (20.06	)
MML Blend Sub-Account (Initial Class)
2012		4,317,094		12.75 to 16.19		63,246,799		2.17			0.95 to 2.60			9.75 to 11.58
2011		3,355,716		11.62 to 14.51		44,001,527		2.06			0.95 to 2.60			2.10 to 3.79
2010		3,686,171		11.38 to 13.98		46,990,156		2.12			0.95 to 2.60			9.62 to 11.44
2009		3,986,125		10.38 to 12.54		45,828,920		2.66			0.95 to 2.60			17.46 to 19.41
2008		4,181,157		8.84 to 10.50		40,282,036		3.04			0.95 to 2.60			(24.72) to (23.46	)
MML Blend Sub-Account (Service Class)
2012		1,545,756		12.56 to 14.98		22,114,127		2.00			1.15 to 3.10			8.93 to 11.08
2011		953,110		11.53 to 13.48		12,331,626		1.92			1.15 to 3.10			1.34 to 3.33
2010		744,796		11.38 to 13.05		9,397,639		1.97			1.15 to 3.10			3.08 to 10.94
2009		483,934		10.44 to 11.76		5,533,784		2.56			1.15 to 2.65			17.11 to 18.88
2008		164,516		8.91 to 9.89		1,593,522		2.31			1.15 to 2.65			(18.11) to (17.73	)
MML Blue Chip Growth Sub-Account (Initial Class)
2012		2,805,201		12.33 to 15.72		43,183,423		0.09			0.95 to 2.60			15.27 to 17.19
2011		2,798,174		10.70 to 13.42		36,898,036		0.04			0.95 to 2.60			(1.23) to 0.41
2010		3,212,451		10.83 to 13.36		42,274,567		0.08			0.95 to 2.60			13.19 to 15.07
2009		3,565,999		9.57 to 11.61		40,911,726		0.17			0.95 to 2.60			38.73 to 41.04
2008		3,277,940		6.90 to 8.23		26,610,971		-			0.95 to 2.60			(43.94) to (43.01	)
MML Blue Chip Growth Sub-Account (Service Class)
2012		1,037,043		12.14 to 15.23		14,894,218		-			1.15 to 3.10			14.38 to 16.64
2011		766,782		10.61 to 13.06		9,476,139		-			1.15 to 3.10			(2.01) to (0.08	)
2010		611,582		10.83 to 13.07		7,627,942		-			1.15 to 3.10			5.69 to 14.59
2009		497,982		9.62 to 11.41		5,418,321		0.17			1.15 to 2.65			38.22 to 40.31
2008		226,792		6.96 to 8.13		1,752,395		-			1.15 to 2.65			(33.13) to (32.82	)
MML Capital Guardian Asset Allocation Sub-Account (Initial Class)
20128		-		-		-		2.47			0.95 to 2.60			5.12 to 5.68
2011		6,289,066		9.91 to 13.63		79,771,977		2.01			0.95 to 2.60			(0.92) to 0.72
2010		7,490,117		10.01 to 13.53		94,937,959		2.47			0.95 to 2.60			9.72 to 11.55
2009		8,484,992		9.12 to 12.13		96,884,679		4.13			0.95 to 2.60			14.01 to 15.91
2008		9,350,547		8.00 to 10.47		92,442,257		0.08			0.95 to 2.60			(32.11) to (30.98	)
MML Capital Guardian Asset Allocation Sub-Account (Service Class)
20128		-		-		-		2.29			1.15 to 3.10			4.82 to 5.48
2011		804,129		9.84 to 11.52		8,930,237		1.88			1.15 to 3.10			(1.60) to 0.33
2010		718,826		10.00 to 11.48		7,996,491		2.49			1.15 to 3.10			5.05 to 11.09
2009		550,251		9.16 to 10.33		5,508,310		4.68			1.15 to 2.65			13.51 to 15.23
2008		193,981		8.07 to 8.97		1,680,869		-			1.15 to 2.65			(22.24) to (21.87	)
MML China Sub-Account
2012		243,018		12.60 to 13.61		3,282,092		-			1.15 to 3.10			21.42 to 23.82
2011		255,300		10.38 to 10.99		2,790,513		-			1.15 to 3.10			(21.59) to (20.04	)
2010		213,780		13.24 to 13.75		2,927,191		0.60			1.15 to 3.10			3.23 to 5.19
2009		141,866		13.06 to 13.32		1,886,002		-			1.15 to 2.65			65.66 to 68.16
2008		27,269		7.88 to 7.92		215,870		0.30			1.15 to 2.65			(21.18) to (20.81	)

F-48

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (Continued)

	At December 31,						For the Years Ended December 31,
	Units		Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1			Expense Ratio2 (Lowest to Highest)			Total Return3 (Lowest to Highest)
MML Conservative Allocation Sub-Account (Initial Class)
2012		10,131,983	$	11.33 to $12.29	$	122,720,414		1.90	%		0.95% to 2.60	%		8.54% to 10.35	%
2011		9,171,714		10.44 to 11.14		101,065,583		2.87			0.95 to 2.60			(0.06) to 1.60
2010		8,433,069		10.45 to 10.96		91,683,248		1.48			0.95 to 2.60			9.04 to 10.85
2009		7,878,268		9.58 to 9.89		77,495,136		0.62			0.95 to 2.60			18.04 to 20.00
2008		6,211,453		8.12 to 8.24		51,048,049		-			0.95 to 2.60			(18.84) to (17.57	)
MML Conservative Allocation Sub-Account (Service Class)
2012		24,887,854		11.05 to 12.03		295,572,709		1.75			1.15 to 3.10			7.75 to 9.87
2011		21,317,023		10.25 to 10.94		231,276,991		2.72			1.15 to 3.10			(0.83) to 1.12
2010		18,272,164		10.34 to 10.82		196,488,210		1.37			1.15 to 3.10			3.30 to 10.32
2009		14,681,035		9.54 to 9.81		143,523,035		0.64			1.15 to 2.65			17.75 to 19.53
2008		4,682,785		8.10 to 8.21		38,374,763		-			1.15 to 2.65			(17.03) to (16.64	)
MML Core Allocation Sub-Account
2012		37,237,588		10.54 to 11.38		419,693,886		1.53			1.15 to 3.10			8.28 to 10.42
2011		34,592,331		9.74 to 10.31		354,087,519		1.50			1.15 to 3.10			(3.20) to (1.30	)
2010		31,142,204		10.06 to 10.45		323,820,265		1.38			1.15 to 3.10			2.24 to 7.92
2009		23,872,704		9.49 to 9.68		230,459,578		1.13			1.15 to 2.65			21.26 to 23.10
2008		8,623,743		7.83 to 7.86		67,775,784		-			1.15 to 2.65			(21.73) to (21.36	)
MML Emerging Growth Sub-Account (Initial Class)
20128		-		-		-		-			0.95 to 2.60			6.06 to 6.63
2011		644,221		8.39 to 10.45		6,125,625		-			0.95 to 2.60			(8.94) to (7.43	)
2010		738,928		9.21 to 11.29		7,621,637		-			0.95 to 2.60			22.08 to 24.11
2009		726,919		7.54 to 9.10		6,029,234		-			0.95 to 2.60			9.27 to 11.09
2008		731,482		6.90 to 8.19		5,502,423		-			0.95 to 2.60			(43.42) to (42.48	)
MML Emerging Growth Sub-Account (Service Class)
20128		-		-		-		-			1.15 to 3.10			5.80 to 6.47
2011		109,230		8.32 to 11.32		1,148,016		-			1.15 to 3.10			(9.62) to (7.84	)
2010		82,791		9.20 to 12.28		952,676		-			1.15 to 3.10			8.77 to 23.55
2009		44,909		7.59 to 9.94		425,532		-			1.15 to 2.65			8.95 to 10.60
2008		14,572		6.96 to 8.99		116,586		-			1.15 to 2.65			(31.50) to (31.18	)
MML Equity Sub-Account (Initial Class)
2012		1,987,760		10.90 to 13.86		24,026,996		1.94			0.95 to 2.60			13.06 to 14.95
2011		2,182,265		9.64 to 12.06		23,062,270		1.55			0.95 to 2.60			(6.22) to (4.67	)
2010		2,303,654		10.28 to 12.65		25,579,853		1.82			0.95 to 2.60			11.82 to 13.68
2009		2,502,424		9.19 to 11.12		24,564,657		2.70			0.95 to 2.60			27.36 to 29.48
2008		2,617,984		7.22 to 8.59		19,853,013		-			0.95 to 2.60			(43.09) to (42.14	)
MML Equity Sub-Account (Service Class)
2012		2,105,350		10.73 to 12.78		26,072,701		1.82			1.15 to 3.10			12.22 to 14.43
2011		1,698,716		9.56 to 11.16		18,493,513		1.56			1.15 to 3.10			(6.92) to (5.09	)
2010		997,384		10.27 to 11.76		11,469,662		1.90			1.15 to 3.10			3.59 to 13.17
2009		590,409		9.24 to 10.39		5,978,961		2.91			1.15 to 2.65			26.98 to 28.90
2008		236,715		7.28 to 8.06		1,865,905		-			1.15 to 2.65			(32.00) to (31.68	)
MML Equity Income Sub-Account (Initial Class)
2012		16,354,064		11.90 to 15.11		229,600,031		2.08			0.95 to 2.60			14.30 to 16.21
2011		18,960,477		10.41 to 13.00		229,796,001		1.64			0.95 to 2.60			(3.34) to (1.73	)
2010		20,510,249		10.77 to 13.23		254,106,501		1.54			0.95 to 2.60			12.00 to 13.86
2009		22,211,666		9.61 to 11.62		242,535,903		2.46			0.95 to 2.60			21.98 to 24.01
2008		23,235,394		7.88 to 9.37		205,312,190		-			0.95 to 2.60			(37.46) to (36.41	)

F-49

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (Continued)

	At December 31,						For the Years Ended December 31,
	Units		Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1			Expense Ratio2 (Lowest to Highest)			Total Return3 (Lowest to Highest)
MML Equity Income Sub-Account (Service Class)
2012		2,901,070	$	11.72 to $13.98	$	39,414,680		1.95	%		1.15% to 3.10	%		13.48% to 15.72	%
2011		2,621,539		10.33 to 12.08		30,894,898		1.55			1.15 to 3.10			(3.99) to (2.10	)
2010		2,061,935		10.76 to 12.34		24,909,835		1.47			1.15 to 3.10			0.85 to 13.39
2009		1,564,518		9.66 to 10.88		16,626,871		2.66			1.15 to 2.65			21.47 to 23.31
2008		724,818		7.95 to 8.83		6,234,584		-			1.15 to 2.65			(28.80) to (28.47	)
MML Equity Index Sub-Account (Class I)
2012		5,403,301		11.32 to 14.24		62,182,405		1.53			0.95 to 2.60			12.51 to 14.38
2011		5,784,434		10.06 to 12.45		58,648,895		1.59			0.95 to 2.60			(0.89) to 0.75
2010		6,132,406		10.15 to 12.36		62,245,662		1.58			0.95 to 2.60			11.58 to 13.43
2009		6,142,247		9.10 to 10.89		55,537,240		2.54			0.95 to 2.60			22.92 to 24.96
2008		4,061,967		7.40 to 8.72		30,123,931		-			0.95 to 2.60			(38.88) to (37.86	)
MML Equity Index Sub-Account (Service Class I)
2012		775,190		11.14 to 13.64		10,229,251		1.61			1.15 to 3.10			11.69 to 13.89
2011		534,034		9.98 to 11.98		6,232,304		1.88			1.15 to 3.10			(1.62) to 0.31
2010		281,989		10.14 to 11.94		3,283,455		1.68			1.15 to 3.10			3.41 to 12.92
2009		114,755		9.14 to 10.58		1,170,893		2.96			1.15 to 2.65			22.53 to 24.39
2008		49,517		7.46 to 8.50		408,045		-			1.15 to 2.65			(28.86) to (28.52	)
MML Focused Equity Sub-Account
201213		49,307		10.19 to 10.34		509,252		1.07			0.95 to 3.10			1.92 to 3.39
MML Foreign Sub-Account (Initial Class)
2012		15,144,640		11.68 to 14.54		207,295,093		2.19			0.95 to 2.60			16.00 to 17.94
2011		16,928,167		10.07 to 12.33		197,252,278		1.84			0.95 to 2.60			(12.21) to (10.75	)
2010		17,692,811		11.47 to 13.81		231,879,872		1.66			0.95 to 2.60			2.01 to 3.71
2009		17,803,253		11.24 to 13.32		225,730,182		2.43			0.95 to 2.60			25.96 to 28.05
2008		18,915,363		8.93 to 10.40		187,914,421		0.04			0.95 to 2.60			(42.59) to (41.63	)
MML Foreign Sub-Account (Service Class)
2012		503,548		11.50 to 13.91		6,757,665		1.98			1.15 to 3.10			15.11 to 17.38
2011		492,096		9.99 to 11.85		5,616,118		1.76			1.15 to 3.10			(12.87) to (11.15	)
2010		453,442		11.47 to 13.33		5,858,542		1.54			1.15 to 3.10			3.34 to 4.05
2009		343,062		11.30 to 12.90		4,311,782		2.65			1.15 to 2.65			25.64 to 27.54
2008		163,548		8.99 to 10.12		1,603,571		-			1.15 to 2.65			(26.35) to (26.00	)
MML Fundamental Growth Sub-Account
201213		41,068		9.54 to 9.68		397,161		1.33			0.95 to 3.10			(4.56) to (3.19)
MML Fundamental Value Sub-Account
201213		22,517		10.10 to 10.25		230,294		0.65			0.95 to 3.10			1.03 to 2.49
MML Global Sub-Account (Class I)
2012		522,661		9.60 to 11.32		5,999,054		1.00			0.95 to 2.60			20.51 to 22.52
2011		593,534		7.96 to 9.24		5,558,265		0.92			0.95 to 2.60			(6.69) to (5.14	)
2010		675,734		8.54 to 9.74		6,672,436		0.60			0.95 to 2.60			9.75 to 11.57
2009		746,492		7.78 to 8.73		6,606,207		1.02			0.95 to 2.60			28.67 to 30.81
2008		822,913		6.04 to 6.67		5,586,976		-			0.95 to 2.60			(45.15) to (44.24	)
MML Global Sub-Account (Service Class I)
2012		321,653		9.49 to 12.36		3,704,705		0.95			1.15 to 3.10			19.58 to 21.94
2011		246,155		7.93 to 10.13		2,329,571		1.06			1.15 to 3.10			(7.49) to (5.67	)
2010		139,819		8.58 to 10.74		1,424,471		0.52			1.15 to 3.10			6.51 to 11.17
2009		60,795		7.85 to 9.66		558,985		1.14			1.15 to 2.65			28.32 to 30.26
2008		29,513		6.12 to 7.42		198,409		-			1.15 to 2.65			(31.85) to (31.53	)

F-50

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (Continued)

	At December 31,						For the Years Ended December 31,
	Units		Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1			Expense Ratio2 (Lowest to Highest)			Total Return3 (Lowest to Highest)
MML Global Sub-Account (Class II)
2012		364,723	$	6.63 to $9.01	$	3,298,269		1.02	%		1.18% to 1.65	%		21.76% to 22.33	%
2011		395,842		5.42 to 7.40		2,961,168		0.95			1.18 to 1.65			(5.72) to (5.28	)
2010		482,912		5.72 to 7.85		3,843,365		0.53			1.18 to 1.65	6		10.98 to 11.50
2009		546,125		5.13 to 7.07		3,912,529		0.76			1.18 to 1.65	6		29.80 to 30.42
2008		619,177		3.93 to 5.45		3,425,541		-			1.18 to 1.65	6		(44.20) to (43.94	)
MML Growth Sub-Account
2012		5,543,162		10.87 to 11.74		64,643,217		0.20			1.15 to 3.10			13.82 to 16.06
2011		4,784,094		9.95 to 10.12		48,190,657		0.27			1.15 to 3.10			(7.64) to (5.82	)
2010		3,457,304		10.34 to 10.74		37,052,099		0.20			1.15 to 3.10			7.11 to 16.81
2009		2,384,952		9.02 to 9.20		21,877,439		0.43			1.15 to 2.65			35.23 to 37.27
2008		894,237		6.67 to 6.70		5,985,439		-			1.15 to 2.65			(33.33) to (33.01	)
MML Growth & Income Sub-Account (Initial Class)
2012		6,192,405		9.70 to 14.78		84,998,489		1.23			0.95 to 2.60			16.42 to 18.36
2011		7,414,172		8.33 to 12.49		86,270,822		1.07			0.95 to 2.60			(4.35) to (2.76	)
2010		8,848,724		8.71 to 12.84		106,443,172		1.38			0.95 to 2.60			8.61 to 10.42
2009		9,979,467		8.02 to 11.63		109,056,915		2.02			0.95 to 2.60			24.38 to 26.45
2008		11,177,713		6.44 to 9.20		96,960,898		-			0.95 to 2.60			(41.64) to (40.67	)
MML Growth & Income Sub-Account (Service Class)
2012		1,104,552		9.54 to 11.67		12,390,049		1.06			1.15 to 3.10			15.67 to 17.95
2011		1,058,666		8.25 to 9.89		10,086,318		0.81			1.15 to 3.10			(5.12) to (3.25	)
2010		1,335,034		8.70 to 10.22		13,296,026		1.30			1.15 to 3.10			2.77 to 9.94
2009		1,233,768		8.05 to 9.30		11,212,956		2.65			1.15 to 2.65			24.02 to 25.89
2008		177,810		6.49 to 7.39		1,250,374		-			1.15 to 2.65			(29.64) to (29.31	)
MML Growth Allocation Sub-Account (Initial Class)
2012		46,165,877		10.82 to 11.74		532,867,447		1.34			0.95 to 2.60			11.55 to 13.41
2011		48,847,811		9.70 to 10.35		498,767,098		1.79			0.95 to 2.60			(2.96) to (1.35	)
2010		50,369,093		10.00 to 10.50		523,193,881		1.17			0.95 to 2.60			11.98 to 13.84
2009		50,226,930		8.93 to 9.22		459,917,691		0.39			0.95 to 2.60			26.28 to 28.38
2008		48,848,116		7.07 to 7.18		349,624,221		-			0.95 to 2.60			(29.28) to (28.18)
MML Growth Allocation Sub-Account (Service Class)
2012		72,289,378		10.58 to 11.51		827,154,465		1.12			1.15 to 3.10			10.78 to 12.97
2011		73,505,066		9.55 to 10.19		745,395,511		1.59			1.15 to 3.10			(3.66) to (1.76	)
2010		73,062,981		9.91 to 10.38		755,190,572		1.04			1.15 to 3.10			4.42 to 13.23
2009		61,172,206		8.91 to 9.16		559,052,233		0.42			1.15 to 2.65			25.91 to 27.81
2008		25,762,735		7.08 to 7.17		184,439,428		-			1.15 to 2.65			(26.28) to (25.94	)
MML High Yield Sub-Account
2012		1,085,391		12.13 to 12.85		13,801,448		6.69			0.95 to 3.10			12.97 to 15.43
2011		536,417		10.74 to 11.13		5,936,058		8.12			0.95 to 3.10			2.55 to 4.78
20105		144,588		10.47 to 10.62		1,532,637		5.41			0.95 to 3.10			4.74 to 6.24
MML Income & Growth Sub-Account (Initial Class)
2012		2,167,378		10.53 to 13.62		28,645,774		1.07			0.95 to 2.60			9.08 to 10.90
2011		2,439,030		9.65 to 12.29		29,282,329		2.97			0.95 to 2.60			2.90 to 4.61
2010		2,848,902		9.38 to 11.74		32,905,206		3.82			0.95 to 2.60			8.83 to 10.64
2009		3,265,948		8.62 to 10.61		34,214,458		0.90			0.95 to 2.60			15.03 to 16.94
2008		3,684,119		7.50 to 9.08		33,135,692		-			0.95 to 2.60			(36.44) to (35.38	)

F-51

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (Continued)

	At December 31,						For the Years Ended December 31,
	Units		Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1			Expense Ratio2 (Lowest to Highest)			Total Return3 (Lowest to Highest)
MML Income & Growth Sub-Account (Service Class)
2012		933,574	$	10.38 to $12.56	$	11,286,331		0.97	%		1.15% to 3.10	%		8.31% to 10.45	%
2011		768,330		9.58 to 11.37		8,465,086		3.25			1.15 to 3.10			2.19 to 4.19
2010		375,731		9.38 to 10.91		3,951,503		3.96			1.15 to 3.10			0.32 to 10.20
2009		250,273		8.66 to 9.90		2,404,468		0.95			1.15 to 2.65			14.51 to 16.25
2008		69,345		7.56 to 8.52		576,721		-			1.15 to 2.65			(26.06) to (25.71	)
MML Inflation-Protected and Income Sub-Account (Initial Class)
2012		18,712,193		12.38 to 15.38		263,095,519		3.17			0.95 to 2.60			4.14 to 5.88
2011		18,961,515		11.89 to 14.53		252,810,664		4.91			0.95 to 2.60			10.59 to 12.42
2010		23,151,491		10.75 to 12.92		275,358,279		3.17			0.95 to 2.60			3.83 to 5.55
2009		23,369,781		10.36 to 12.24		264,262,456		2.12			0.95 to 2.60			8.32 to 10.12
2008		22,428,025		9.56 to 11.12		231,483,141		5.88			0.95 to 2.60			(6.81) to (5.26	)
MML Inflation-Protected and Income Sub-Account (Service Class)
2012		4,794,866		12.18 to 13.93		65,435,595		3.04			1.15 to 3.10			3.39 to 5.43
2011		3,620,696		11.78 to 13.21		47,025,550		4.75			1.15 to 3.10			9.71 to 11.86
2010		2,701,479		10.74 to 11.81		31,562,759		3.06			1.15 to 3.10			1.24 to 5.10
2009		1,890,824		10.41 to 11.24		21,063,878		2.36			1.15 to 2.65			7.97 to 9.60
2008		575,255		9.64 to 10.25		5,852,201		0.63			1.15 to 2.65			(8.88) to (8.46	)
MML International Sub-Account
2012		3,569,633		9.85 to 10.64		37,758,692		1.34			1.15 to 3.10			13.79 to 16.04
2011		3,404,524		8.66 to 9.17		31,094,246		1.38			1.15 to 3.10			(16.97) to (15.33	)
2010		2,851,283		10.43 to 10.83		30,810,775		0.84			1.15 to 3.10			5.60 to 6.38
2009		2,063,233		10.06 to 10.26		21,112,888		0.98			1.15 to 2.65			38.90 to 41.00
2008		867,576		7.24 to 7.27		6,304,084		-			1.15 to 2.65			(27.61) to (27.27	)
MML Large Cap Growth Sub-Account (Initial Class)
2012		1,564,103		10.11 to 12.50		18,300,404		0.06			0.95 to 2.60			12.83 to 14.71
2011		1,823,610		8.96 to 10.90		18,763,121		0.22			0.95 to 2.60			(6.16) to (4.60	)
2010		2,090,872		9.54 to 11.42		22,676,775		0.09			0.95 to 2.60			15.82 to 17.75
2009		2,386,057		8.24 to 9.70		22,004,803		0.48			0.95 to 2.60			28.37 to 30.51
2008		2,631,117		6.42 to 7.43		18,558,449		-			0.95 to 2.60			(42.35) to (41.39	)
MML Large Cap Growth Sub-Account (Service Class)
2012		116,796		9.94 to 13.21		1,439,253		-			1.15 to 3.10			11.88 to 14.09
2011		109,000		8.88 to 11.58		1,176,635		0.13			1.15 to 3.10			(6.75) to (4.92	)
2010		67,375		9.53 to 12.18		763,374		-			1.15 to 3.10			9.20 to 17.10
2009		55,738		8.28 to 10.40		547,247		0.54			1.15 to 2.65			27.99 to 29.93
2008		23,276		6.47 to 8.00		167,683		-			1.15 to 2.65			(28.29) to (27.95	)
MML Large Cap Value Sub-Account (Initial Class)
2012		13,181,415		10.53 to 14.19		164,504,991		0.70			0.95 to 2.60			10.25 to 12.09
2011		14,733,848		9.55 to 12.66		164,761,302		0.89			0.95 to 2.60			(6.36) to (4.80	)
2010		15,659,887		10.20 to 13.30		184,751,316		0.82			0.95 to 2.60			9.47 to 11.29
2009		16,719,953		9.32 to 11.95		177,957,224		1.15			0.95 to 2.60			27.28 to 29.40
2008		17,664,795		7.32 to 9.23		145,787,716		-			0.95 to 2.60			(40.85) to (39.87	)
MML Large Cap Value Sub-Account (Service Class)
2012		1,865,934		10.37 to 12.62		22,660,764		0.52			1.15 to 3.10			9.43 to 11.59
2011		1,695,102		9.47 to 11.31		18,508,331		0.73			1.15 to 3.10			(7.06) to (5.23	)
2010		1,431,899		10.19 to 11.93		16,519,401		0.70			1.15 to 3.10			3.14 to 10.79
2009		1,040,101		9.37 to 10.77		10,806,699		1.23			1.15 to 2.65			26.91 to 28.83
2008		591,454		7.38 to 8.36		4,753,818		-			1.15 to 2.65			(31.36) to (31.03	)

F-52

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (Continued)

	At December 31,						For the Years Ended December 31,
	Units		Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1			Expense Ratio2 (Lowest to Highest)			Total Return3 (Lowest to Highest)
MML Legg Mason Concentrated Growth Sub-Account (Class I)
20128		-	$	-	$	-		1.23	%		0.95% to 2.60	%		9.85% to 10.47	%
2011		1,136,652		8.11 to 10.11		11,060,454		0.60			0.95 to 2.60			(3.28) to (1.67	)
2010		1,326,912		8.39 to 10.28		13,182,508		0.43			0.95 to 2.60			11.21 to 13.06
2009		1,582,228		7.54 to 9.10		13,939,194		0.42			0.95 to 2.60			38.92 to 41.23
2008		1,691,319		5.43 to 6.44		10,549,156		-			0.95 to 2.60			(60.91) to (60.26	)
MML Legg Mason Concentrated Growth Sub-Account (Service Class I)
20128		-		-		-		1.71			1.15 to 3.10			9.61 to 10.31
2011		204,461		8.03 to 9.65		1,908,976		0.51			1.15 to 3.10			(4.03) to (2.14	)
2010		187,650		8.37 to 9.86		1,788,574		0.41			1.15 to 3.10			5.80 to 12.53
2009		142,055		7.57 to 8.76		1,202,392		0.59			1.15 to 2.65			38.39 to 40.48
2008		73,912		5.47 to 6.24		443,005		-			1.15 to 2.65			(44.00) to (43.73	)
MML Legg Mason Concentrated Growth Sub-Account (Class II)
20128		-		-		-		2.24			1.18 to 1.65			10.27 to 10.44
2011		411,298		6.09 to 8.06		3,264,784		0.70			1.18 to 1.65			(2.39) to (1.93	)
2010		486,371		6.21 to 8.26		3,948,420		0.54			1.18 to 1.65	6		12.34 to 12.87
2009		573,242		5.51 to 7.35		4,138,055		0.33			1.18 to 1.65	6		40.48 to 41.14
2008		683,872		3.90 to 5.23		3,529,269		-			1.18 to 1.65	6		(60.48) to (60.29	)
MML Managed Bond Sub-Account (Initial Class)
2012		15,410,206		12.68 to 16.54		228,561,315		2.85			0.95 to 2.60			3.05 to 4.77
2011		15,759,632		12.31 to 15.78		224,363,765		3.59			0.95 to 2.60			4.56 to 6.30
2010		18,390,246		11.77 to 14.85		247,254,674		3.75			0.95 to 2.60			4.22 to 5.95
2009		18,851,605		11.29 to 14.02		240,233,605		4.40			0.95 to 2.60			7.38 to 9.17
2008		18,054,059		10.52 to 12.84		212,038,822		4.71			0.95 to 2.60			(0.25) to 1.41
MML Managed Bond Sub-Account (Service Class)
2012		9,990,702		12.49 to 14.32		140,101,627		2.71			1.15 to 3.10			2.28 to 4.30
2011		7,040,175		12.21 to 13.73		94,975,383		3.62			1.15 to 3.10			3.79 to 5.82
2010		4,628,878		11.76 to 12.97		59,230,319		3.70			1.15 to 3.10			1.30 to 5.48
2009		2,382,512		11.35 to 12.30		28,940,096		4.50			1.15 to 2.65			7.06 to 8.68
2008		691,938		10.61 to 11.32		7,765,791		2.65			1.15 to 2.65			(1.15) to (0.69	)
MML Mid Cap Growth Sub-Account (Initial Class)
2012		4,084,022		12.39 to 21.38		76,986,779		-			0.95 to 2.60			10.86 to 12.70
2011		4,598,915		11.18 to 18.97		77,589,734		-			0.95 to 2.60			(3.76) to (2.16	)
2010		5,197,351		11.61 to 19.39		91,301,719		-			0.95 to 2.60			24.78 to 26.85
2009		5,875,393		9.31 to 15.28		82,258,628		-			0.95 to 2.60			41.63 to 43.98
2008		6,289,103		6.57 to 10.61		62,087,924		-			0.95 to 2.60			(41.74) to (40.77	)
MML Mid Cap Growth Sub-Account (Service Class)
2012		2,190,642		12.13 to 13.50		29,147,615		-			1.15 to 3.10			10.00 to 12.17
2011		1,915,892		11.02 to 12.03		22,800,700		-			1.15 to 3.10			(4.56) to (2.68	)
2010		1,405,866		11.55 to 12.36		17,242,657		-			1.15 to 3.10			9.58 to 26.38
2009		1,002,267		9.31 to 9.78		9,740,620		-			1.15 to 2.65			41.11 to 43.24
2008		543,782		6.60 to 6.83		3,694,909		-			1.15 to 2.65			(32.90) to (32.58	)
MML Mid Cap Value Sub-Account (Initial Class)
2012		12,245,799		14.16 to 18.96		206,543,288		1.63			0.95 to 2.60			13.70 to 15.60
2011		14,229,126		12.45 to 16.40		208,457,298		2.00			0.95 to 2.60			(3.19) to (1.58	)
2010		15,551,968		12.86 to 16.66		232,901,835		1.48			0.95 to 2.60			17.02 to 18.96
2009		17,598,610		10.99 to 14.01		222,278,951		2.19			0.95 to 2.60			26.97 to 29.08
2008		19,222,109		8.66 to 10.85		189,080,000		-			0.95 to 2.60			(26.45) to (25.22	)

F-53

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (Continued)

	At December 31,						For the Years Ended December 31,
	Units		Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1			Expense Ratio2 (Lowest to Highest)			Total Return3 (Lowest to Highest)
MML Mid Cap Value Sub-Account (Service Class)
2012		1,012,000	$	13.94 to $16.42	$	16,238,751		1.50	%		1.15% to 3.10	%		12.81% to 15.03	%
2011		928,233		12.36 to 14.27		12,971,856		1.98			1.15 to 3.10			(3.83) to (1.94	)
2010		678,555		12.85 to 14.55		9,683,603		1.44			1.15 to 3.10			5.05 to 18.26
2009		509,596		11.06 to 12.31		6,163,269		2.37			1.15 to 2.65			26.79 to 28.71
2008		234,477		8.72 to 9.56		2,201,697		-			1.15 to 2.65			(25.00) to (24.64	)
MML Moderate Allocation Sub-Account (Initial Class)
2012		31,579,198		11.05 to 11.98		372,518,830		1.48			0.95 to 2.60			10.26 to 12.10
2011		32,034,871		10.02 to 10.69		338,075,562		2.01			0.95 to 2.60			(1.59) to 0.05
2010		33,986,196		10.18 to 10.69		359,689,617		1.34			0.95 to 2.60			10.57 to 12.40
2009		33,577,672		9.21 to 9.51		317,149,004		0.61			0.95 to 2.60			22.67 to 24.71
2008		32,599,863		7.50 to 7.62		247,688,800		-			0.95 to 2.60			(24.95) to (23.78	)
MML Moderate Allocation Sub-Account (Service Class)
2012		91,317,577		10.78 to 11.73		1,060,350,289		1.32			1.15 to 3.10			9.37 to 11.53
2011		74,736,598		9.86 to 10.52		780,265,203		1.94			1.15 to 3.10			(2.34) to (0.42	)
2010		59,239,371		10.09 to 10.56		622,639,247		1.24			1.15 to 3.10			3.94 to 11.95
2009		42,862,242		9.18 to 9.44		403,189,698		0.65			1.15 to 2.65			22.19 to 24.04
2008		19,326,586		7.51 to 7.61		146,772,250		-			1.15 to 2.65			(22.33) to (21.96	)
MML Money Market Sub-Account
2012		11,036,824		8.85 to 9.73		106,290,084		-			0.95 to 3.10			(3.06) to (0.95)
2011		3,170,627		9.13 to 9.82		30,897,202		-			0.95 to 3.10			(3.04) to (0.94	)
2010		2,556,527		9.41 to 9.91		25,209,456		0.03			0.95 to 3.10			(2.03) to (0.94	)
2009		2,759,798		9.70 to 10.01		27,514,180		0.05			0.95 to 2.65			(2.55) to (0.88	)
2008		2,726,908		9.95 to 10.10		27,479,929		1.50			0.95 to 2.65			(0.32) to 0.96
MML NASDAQ-100® Sub-Account (Initial Class)
20128		-		-		-		0.43			1.15 to 2.60			15.06 to 15.61
2011		384,563		12.54 to 15.89		3,557,275		0.27			1.15 to 2.60			0.49 to 1.95
2010		329,722		12.48 to 15.58		3,205,852		0.13			1.15 to 2.60			16.60 to 18.30
2009		297,498		10.70 to 13.17		2,498,246		-			1.15 to 2.60			49.85 to 52.04
2008		232,935		7.14 to 8.66		1,363,211		-			1.15 to 2.60			(43.30) to (42.47	)
MML NASDAQ-100® Sub-Account (Service Class)
20128		-		-		-		0.20			1.15 to 3.10			14.79 to 15.51
2011		148,981		12.44 to 15.75		2,209,409		0.14			1.15 to 3.10			(0.26) to 1.70
2010		88,582		12.47 to 15.49		1,303,895		0.02			1.15 to 3.10			6.99 to 18.01
2009		53,920		10.76 to 13.13		678,435		-			1.15 to 2.65			49.40 to 51.66
2008		22,113		7.20 to 8.65		189,385		-			1.15 to 2.65			(31.77) to (31.45	)
MML Oppenheimer Small Company Opportunities Sub-Account (Initial Class)
2012		-		-		-		-			-			-
2011		-		-		-		-			-			-
2010		-		-		-		-			-			-
2009		-		-		-		-			0.95 to 2.60			(9.46) to (8.96	)
2008		2,025,270		7.14 to 9.97		18,969,368		0.20			0.95 to 2.60			(41.15) to 40.17	)
MML Oppenheimer Small Company Opportunities Sub-Account (Service Class)
2012		-		-		-		-			-			-
2011		-		-		-		-			-			-
2010		-		-		-		-			-			-
2009		-		-		-		-			1.15 to 2.65			(9.52) to (9.06	)
2008		46,813		7.20 to 8.38		365,701		0.56			1.15 to 2.65			(34.20) to (33.89	)

F-54

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (Continued)

	At December 31,						For the Years Ended December 31,
	Units		Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1			Expense Ratio2 (Lowest to Highest)			Total Return3 (Lowest to Highest)
MML Short-Duration Bond Sub-Account
2012		1,649,121	$	10.05 to $10.65	$	17,356,249		1.84	%		0.95% to 3.10	%		(0.38)% to 1.79	%
2011		1,063,389		10.09 to 10.46		11,044,515		1.56			0.95 to 3.10			0.18 to 2.35
20105		500,339		10.07 to 10.22		5,100,754		1.57			0.95 to 3.10			0.75 to 2.19
MML Small Cap Index Sub-Account (Initial Class)
20128		-		-		-		0.91			0.95 to 2.60			6.86 to 7.43
2011		1,512,353		11.58 to 15.99		23,431,494		0.69			0.95 to 2.60			(2.03) to (0.40	)
2010		1,789,022		11.82 to 16.05		27,902,439		0.58			0.95 to 2.60			22.39 to 24.42
2009		2,029,382		9.65 to 12.90		25,512,926		1.24			0.95 to 2.60			21.60 to 23.62
2008		2,192,914		7.94 to 10.44		22,388,622		-			0.95 to 2.60			(33.13) to (32.01	)
MML Small Cap Index Sub-Account (Service Class)
20128		-		-		-		0.64			1.15 to 3.10			6.59 to 7.27
2011		347,455		11.48 to 14.53		4,804,483		0.55			1.15 to 3.10			(2.79) to (0.88	)
2010		291,727		11.81 to 14.66		4,096,719		0.43			1.15 to 3.10			4.75 to 23.93
2009		243,514		9.70 to 11.83		2,742,258		1.34			1.15 to 2.65			21.25 to 23.08
2008		122,689		8.00 to 9.61		1,116,438		-			1.15 to 2.65			(30.53) to (30.20	)
MML Small Cap Growth Equity Sub-Account (Initial Class)
2012		8,656,411		12.80 to 18.13		139,227,232		-			0.95 to 2.60			10.49 to 12.34
2011		9,782,054		11.59 to 16.14		140,573,604		-			0.95 to 2.60			(7.66) to (6.13	)
2010		10,122,098		12.55 to 17.19		155,583,290		-			0.95 to 2.60			19.13 to 21.11
2009		11,574,478		10.53 to 14.19		147,267,828		-			0.95 to 2.60			34.86 to 37.10
2008		12,830,293		7.81 to 10.35		119,380,559		-			0.95 to 2.60			(40.12) to (39.12	)
MML Small Cap Growth Equity Sub-Account (Service Class)
2012		369,913		12.60 to 16.49		5,836,807		-			1.15 to 3.10			9.66 to 11.83
2011		361,674		11.49 to 14.75		5,119,783		-			1.15 to 3.10			(8.35) to (6.55	)
2010		292,570		12.54 to 15.78		4,440,118		-			1.15 to 3.10			6.40 to 20.57
2009		208,700		10.59 to 13.09		2,615,827		-			1.15 to 2.65			34.46 to 36.49
2008		83,402		7.87 to 9.59		764,828		-			1.15 to 2.65			(30.44) to (30.11	)
MML Small Company Value Sub-Account
2012		348,094		15.91 to 17.01		5,885,678		-			1.15 to 3.10			11.47 to 13.67
2011		246,026		14.28 to 14.97		3,662,574		-			1.15 to 3.10			(4.56) to (2.68	)
2010		153,287		14.96 to 15.38		2,350,256		1.10			1.15 to 3.10			2.11 to 19.21
20094		48,817		12.77 to 12.90		629,233		0.26			1.15 to 2.65			27.74 to 29.03
MML Small/Mid Cap Equity Sub-Account (Initial Class)
2012		2,048,072		11.58 to 15.40		31,069,642		-			0.95 to 2.60			15.34 to 17.26
2011		2,194,142		10.04 to 13.13		28,488,974		0.92			0.95 to 2.60			(4.68) to (3.10	)
2010		2,523,866		10.53 to 13.55		33,929,818		0.75			0.95 to 2.60			20.21 to 22.21
2009		2,887,830		8.76 to 11.09		31,798,536		0.58			0.95 to 2.60			33.04 to 35.25
2008		1,203,661		6.58 to 8.20		10,058,000		-			0.95 to 2.60			(39.82) to (38.81	)
MML Small/Mid Cap Equity Sub-Account (Service Class)
2012		337,377		11.38 to 14.33		4,544,763		-			1.15 to 3.10			14.47 to 16.73
2011		269,209		9.94 to 12.27		3,090,217		0.79			1.15 to 3.10			(5.39) to (3.53	)
2010		217,348		10.51 to 12.72		2,605,512		0.56			1.15 to 3.10			4.63 to 21.67
2009		187,944		8.79 to 10.46		1,850,605		0.36			1.15 to 2.65			32.65 to 34.66
2008		42,842		6.63 to 7.77		309,829		-			1.15 to 2.65			(34.13) to (33.82	)
MML Small/Mid Cap Value Sub-Account (Initial Class)
2012		10,739,221		12.15 to 19.71		155,142,178		0.71			0.95 to 2.60			16.00 to 17.93
2011		12,882,132		10.48 to 16.71		158,261,829		0.58			0.95 to 2.60			(9.87) to (8.37	)
2010		12,923,805		11.62 to 18.24		174,922,884		0.61			0.95 to 2.60			23.59 to 25.64
2009		15,215,019		9.40 to 14.52		164,244,016		1.29			0.95 to 2.60			39.06 to 41.38
2008		17,446,395		6.76 to 10.27		133,616,330		-			0.95 to 2.60			(39.93) to (38.93	)

F-55

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (Continued)

	At December 31,						For the Years Ended December 31,
	Units		Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1			Expense Ratio2 (Lowest to Highest)			Total Return3 (Lowest to Highest)
MML Small/Mid Cap Value Sub-Account (Service Class)
2012		632,734	$	11.97 to $14.05		8,713,435		0.52	%		1.15% to 3.10	%		15.15% to 17.42	%
2011		601,564		10.39 to 11.96		7,068,316		0.43			1.15 to 3.10			(10.52) to (8.76	)
2010		494,424		11.61 to 13.11		6,385,051		0.49			1.15 to 3.10			2.02 to 25.00
2009		368,714		9.46 to 10.49		3,808,976		1.38			1.15 to 2.65			38.60 to 40.69
2008		200,475		6.82 to 7.46		1,469,806		-			1.15 to 2.65			(35.17) to (34.87	)
MML Strategic Emerging Markets Sub-Account
2012		637,774		11.50 to 12.42		7,885,001		0.17			1.15 to 3.10			12.36 to 14.58
2011		597,749		10.24 to 10.84		6,454,925		0.02			1.15 to 3.10			(24.81) to (23.33	)
2010		503,752		13.61 to 14.14		7,106,111		0.10			1.15 to 3.10			11.46 to 15.42
2009		274,510		12.01 to 12.25		3,357,975		0.39			1.15 to 2.65			74.50 to 77.13
2008		82,505		6.88 to 6.91		569,999		0.10			1.15 to 2.65			(31.18) to (30.85	)
MML T. Rowe Price Growth Equity Sub-Account (Initial Class)
2012		-		-		-		-			-			-
2011		-		-		-		-			-			-
2010		-		-		-		-			-			-
2009		-		-		-		0.10			0.95 to 2.60			8.65 to 9.24
2008		690,900		5.59 to 6.21		4,096,887		-			0.95 to 2.60			(44.19) to (43.26	)
MML T. Rowe Price Growth Equity Sub-Account (Service Class)
2012		-		-		-		-			-			-
2011		-		-		-		-			-			-
2010		-		-		-		-			-			-
2009		-		-		-		0.06			1.15 to 2.65			8.54 to 9.08
2008		53,022		5.64 to 6.67		337,307		-			1.15 to 2.65			(33.64) to (33.32	)
MML Total Return Sub-Account
201213		493,216		10.29 to 10.44		5,135,023		1.41			0.95 to 3.10			2.89 to 4.38
Oppenheimer Balanced Sub-Account (Service)
2012		10,832		8.86 to 10.54		111,303		1.11			1.15 to 2.65			9.17 to 10.82
2011		15,741		8.12 to 9.51		146,613		1.99			1.15 to 2.65			(2.24) to (0.76	)
2010		19,419		8.30 to 9.58		183,284		1.62			1.15 to 2.65			9.73 to 11.39
2009		46,206		7.57 to 8.60		391,167		-			1.15 to 2.65			18.42 to 20.21
2008		116,016		6.39 to 7.16		798,255		-			1.15 to 2.65			(37.47) to (37.17	)
Oppenheimer Balanced Sub-Account (Non-Service)
2012		1,276,537		8.89 to 11.98		14,511,233		1.39			0.95 to 2.60			9.45 to 11.28
2011		1,522,062		8.12 to 10.76		15,570,118		2.45			0.95 to 2.60			(1.86) to (0.23	)
2010		1,914,101		8.28 to 10.79		19,693,048		1.49			0.95 to 2.60			10.02 to 11.85
2009		2,483,060		7.52 to 9.65		22,840,223		-			0.95 to 2.60			18.77 to 20.74
2008		3,545,206		6.34 to 7.99		26,997,954		2.95			0.95 to 2.60			(44.93) to (44.01	)
Oppenheimer Capital Appreciation Sub-Account (Service)
2012		496,365		10.15 to 12.60		5,913,426		0.39			1.15 to 3.10			10.33 to 12.50
2011		408,980		9.20 to 11.20		4,351,356		0.11			1.15 to 3.10			(4.38) to (2.50	)
2010		376,325		9.63 to 11.49		4,125,258		-			1.15 to 3.10			3.53 to 7.90
2009		274,233		9.08 to 10.65		2,776,066		-			1.15 to 2.65			40.38 to 42.50
2008		133,311		6.47 to 7.47		946,430		-			1.15 to 2.65			(35.89) to (935.58	)

F-56

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (Continued)

	At December 31,						For the Years Ended December 31,
	Units		Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1			Expense Ratio2 (Lowest to Highest)			Total Return3 (Lowest to Highest)
Oppenheimer Capital Appreciation Sub-Account (Non-Service)
2012		19,273,489	$	10.32 to $12.86	$	238,081,589		0.65	%		0.95% to 2.60	%		11.18% to 13.04	%
2011		21,730,471		9.28 to 11.38		238,226,629		0.37			0.95 to 2.60			(3.68) to (2.08	)
2010		24,110,369		9.63 to 11.62		270,749,053		0.17			0.95 to 2.60			6.61 to 8.38
2009		25,756,897		9.04 to 10.72		267,645,429		0.33			0.95 to 2.60			40.81 to 43.15
2008		29,848,995		6.42 to 7.49		217,268,730		0.14			0.95 to 2.60			(46.92) to (46.03	)
Oppenheimer Core Bond Sub-Account
2012		347,257		13.37		4,641,376		4.87			1.40			8.75
2011		400,306		12.29		4,919,717		6.14			1.40			6.77
2010		468,236		11.51		5,389,907		1.89			1.40	7		9.87
2009		554,225		10.48		5,806,801		-			1.40	7		8.09
2008		732,175		9.69		7,097,148		4.84			1.40	7		(39.90	)
Oppenheimer Global Securities Sub-Account (Service)
2012		1,484,884		13.50 to 17.16		24,176,443		1.89			1.15 to 3.10			17.25 to 19.56
2011		1,324,630		11.52 to 14.35		18,050,478		0.93			1.15 to 3.10			(11.32) to (9.57	)
2010		898,823		12.99 to 15.87		13,625,384		1.00			1.15 to 3.10			6.70 to 14.38
2009		607,712		11.56 to 13.88		8,016,262		1.51			1.15 to 2.65			35.71 to 37.76
2008		335,748		8.52 to 10.07		3,207,065		-			1.15 to 2.65			(29.04) to (28.71	)
Oppenheimer Global Securities Sub-Account (Non-Service)
2012		14,230,635		13.72 to 18.65		246,015,326		2.13			0.95 to 2.60			18.15 to 20.12
2011		16,313,988		11.61 to 15.53		235,697,514		1.30			0.95 to 2.60			(10.64) to (9.16	)
2010		17,815,653		13.00 to 17.10		285,007,462		1.43			0.95 to 2.60			12.99 to 14.87
2009		19,645,438		11.50 to 14.88		274,767,599		2.27			0.95 to 2.60			36.18 to 38.45
2008		22,273,174		8.45 to 10.75		225,723,673		1.56			0.95 to 2.60			(41.73) to (40.75	)
Oppenheimer Global Strategic Income Sub-Account (Service)
2012		4,046,601		13.60 to 15.50		61,742,403		5.58			1.15 to 3.10			9.69 to 11.85
2011		3,828,807		12.40 to 13.85		52,354,122		2.64			1.15 to 3.10			(2.42) to (0.50	)
2010		3,416,576		12.71 to 13.92		47,085,358		7.37			1.15 to 3.10			6.38 to 13.46
2009		2,568,957		11.40 to 12.27		31,246,749		0.18			1.15 to 2.65			15.31 to 17.05
2008		1,102,392		9.89 to 10.48		11,477,998		-			1.15 to 2.65			(15.15) to (14.75	)
Oppenheimer Global Strategic Income Sub-Account (Non-Service)
2012		19,958,314		13.84 to 19.62		328,226,106		6.02			0.95 to 2.60			10.61 to 12.46
2011		20,997,233		12.51 to 17.45		307,689,482		3.30			0.95 to 2.60			(1.73) to (0.10	)
2010		24,031,677		12.73 to 17.46		354,218,942		8.63			0.95 to 2.60			12.02 to 13.88
2009		26,182,773		11.36 to 15.34		341,246,971		0.52			0.95 to 2.60			15.78 to 17.71
2008		27,427,324		9.82 to 13.03		306,786,196		5.16			0.95 to 2.60			(16.41) to (15.02	)
Oppenheimer High Income Sub-Account (Service)
201211		-		-		-		14.29			1.15 to 2.65			10.17 to 11.54
2011		9,695		2.97 to 3.28		31,086		8.85			1.15 to 2.65			(5.10) to (3.67	)
2010		10,111		3.13 to 3.40		33,816		11.30			1.15 to 2.65			11.45 to 13.13
2009		122,439		2.81 to 3.01		367,319		-			1.15 to 2.65			22.66 to 24.51
2008		95,173		2.29 to 2.41		229,250		-			1.15 to 2.65			(76.15) to (76.04	)
Oppenheimer High Income Sub-Account (Non-Service)
201211		-		-		-		16.42			0.95 to 2.60			10.46 to 11.97
2011		3,179,274		2.93 to 3.99		12,047,843		9.58			0.95 to 2.60			(4.84) to (3.26	)
2010		3,829,279		3.08 to 4.13		15,030,302		6.70			0.95 to 2.60			11.87 to 13.73
2009		5,023,300		2.76 to 3.63		17,323,152		-			0.95 to 2.60			22.10 to 24.13
2008		5,585,067		2.26 to 2.92		15,502,975		7.89			0.95 to 2.60			(79.22) to (78.87	)

F-57

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (Continued)

	At December 31,						For the Years Ended December 31,
	Units		Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1			Expense Ratio2 (Lowest to Highest)			Total Return3 (Lowest to Highest)
Oppenheimer International Growth Sub-Account (Service)
2012		841,081	$	15.18 to $19.34	$	15,509,860		1.14	%		1.15% to 3.10	%		17.96% to 20.29	%
2011		770,464		12.87 to 16.08		11,897,861		0.67			1.15 to 3.10			(10.43) to (8.67	)
2010		632,976		14.37 to 17.60		10,731,499		0.88			1.15 to 3.10			9.23 to 13.31
2009		461,377		12.91 to 15.53		6,902,199		0.87			1.15 to 2.65			35.42 to 37.47
2008		215,764		9.54 to 11.30		2,353,326		-			1.15 to 2.65			(29.96) to (29.63	)
Oppenheimer International Growth Sub-Account (Non-Service)
2012		2,629,647		15.47 to 19.67		49,987,835		1.45			0.95 to 2.60			19.08 to 21.06
2011		3,086,724		12.99 to 16.25		48,807,635		1.01			0.95 to 2.60			(9.54) to (8.04	)
2010		3,495,801		14.36 to 17.67		60,521,504		1.26			0.95 to 2.60			11.81 to 13.67
2009		3,850,791		12.84 to 15.54		58,860,135		1.50			0.95 to 2.60			35.67 to 37.93
2008		4,106,872		9.47 to 11.27		45,674,136		1.04			0.95 to 2.60			(44.11) to (43.18	)
Oppenheimer Main Street Sub-Account (Service)
2012		214,866		11.12 to 13.70		2,805,381		0.63			1.15 to 3.10			13.04 to 15.27
2011		134,515		9.84 to 11.88		1,526,335		0.48			1.15 to 3.10			(3.35) to (1.45	)
2010		82,518		10.18 to 12.06		962,997		0.74			1.15 to 3.10			5.84 to 14.50
2009		51,426		9.05 to 10.53		525,931		1.02			1.15 to 2.65			24.65 to 26.53
2008		13,723		7.26 to 8.32		111,848		-			1.15 to 2.65			(28.75) to (28.41	)
Oppenheimer Main Street Sub-Account (Non-Service)
2012		2,759,857		11.30 to 14.09		36,080,990		0.95			0.95 to 2.60			13.87 to 15.76
2011		3,078,927		9.92 to 12.17		35,062,322		0.88			0.95 to 2.60			(2.58) to (0.96	)
2010		3,657,692		10.19 to 12.29		42,187,225		1.12			0.95 to 2.60			13.13 to 15.01
2009		4,128,252		9.00 to 10.69		41,458,182		1.96			0.95 to 2.60			24.99 to 27.07
2008		4,726,189		7.20 to 8.41		37,421,725		1.58			0.95 to 2.60			(40.05) to (39.05	)
Oppenheimer Money Sub-Account
2012		1,833,934		9.31 to 10.83		20,050,559		0.01			0.95 to 2.60			(2.56) to (0.94)
2011		2,430,669		9.56 to 10.93		26,861,799		0.01			0.95 to 2.60			(2.55) to (0.93	)
2010		2,886,394		9.81 to 11.03		32,256,986		0.03			0.95 to 2.60			(2.54) to (0.92	)
2009		4,404,420		10.06 to 11.13		49,662,670		0.37			0.95 to 2.60			(2.25) to (0.63	)
2008		6,885,266		10.30 to 11.21		78,403,059		2.71			0.95 to 2.60			0.14 to 1.81
Oppenheimer Small- & Mid-Cap Growth Sub-Account (Service)
2012		324,959		10.99 to 13.51		4,223,062		-			1.15 to 3.10			12.61 to 14.83
2011		243,197		9.76 to 11.77		2,750,759		-			1.15 to 3.10			(2.24)% to (0.31	)
2010		147,123		9.98 to 11.80		1,689,840		-			1.15 to 3.10			12.44 to 25.71
2009		75,245		8.08 to 9.39		691,584		-			1.15 to 2.65			28.80 to 30.75
2008		31,958		6.28 to 7.18		225,832		-			1.15 to 2.65			(40.07) to (39.79	)
Oppenheimer Small- & Mid-Cap Growth Sub-Account (Non-Service)
2012		11,813,340		11.16 to 13.60		152,596,136		-			0.95 to 2.60			13.45 to 15.34
2011		13,024,851		9.84 to 11.79		146,649,684		-			0.95 to 2.60			(1.49) to 0.14
2010		14,726,679		9.99 to 11.78		166,318,155		-			0.95 to 2.60			24.20 to 26.26
2009		17,482,572		8.04 to 9.33		157,181,281		-			0.95 to 2.60			29.20 to 31.35
2008		18,778,765		6.22 to 7.10		129,119,208		-			0.95 to 2.60			(50.38) to (49.55	)
Panorama Growth Sub-Account
201210		-		-		-		1.25			1.18 to 1.65			13.75 to 13.92
2011		70,980		8.87 to 8.97		811,324		0.78			1.18 to 1.65			(1.39) to (0.93	)
2010		76,214		9.00 to 9.05		881,501		1.13			1.18 to 1.65	6		13.62 to 14.16
2009		79,214		7.92 to 7.93		811,030		1.95			1.18 to 1.65	6		27.07 to 27.67
2008		79,642		6.21 to 6.23		648,287		1.75			1.18 to 1.65	6		(39.43) to (39.14	)

F-58

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (Continued)

	At December 31,						For the Years Ended December 31,
	Units		Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1			Expense Ratio2 (Lowest to Highest)			Total Return3 (Lowest to Highest)
Panorama Total Return Sub-Account
20129		-	$	-	$	-		2.51	%		1.18% to 1.65	%		5.65% to 5.81	%
2011		73,531		9.13 to 9.43		816,467		2.86			1.18 to 1.65			(1.40) to (0.94	)
2010		81,458		9.22 to 9.57		931,654		1.71			1.18 to 1.65	6		14.79 to 15.33
2009		88,187		7.99 to 8.33		892,075		-			1.18 to 1.65	6		17.82 to 18.38
2008		116,954		6.75 to 7.07		1,017,092		3.52			1.18 to 1.65	6		(39.66) to (39.37	)
PIMCO CommodityRealReturn® Strategy Sub-Account
2012		2,089,583		9.34 to 10.53		21,573,828		2.40			0.95 to 3.10			1.91 to 4.13
2011		2,134,199		9.16 to 10.12		21,231,648		13.89			0.95 to 3.10			(10.36) to (8.42	)
2010		2,026,800		10.22 to 11.05		22,129,092		15.13			0.95 to 3.10			21.10 to 23.07
2009		1,863,374		8.47 to 8.98		16,577,155		6.00			0.95 to 2.65			37.91 to 40.28
2008		1,556,862		6.14 to 6.40		9,896,831		5.72			0.95 to 2.65			(45.11) to (44.39	)

¹  The investment income ratios represent the dividends, excluding distributions of capital gains, received by the sub-accounts from the underlying mutual fund, net of management fees assessed by the fund manager, divided by the average net assets. These ratios exclude those expenses, such as mortality and expense charges, that are assessed against contract owner accounts either through reductions in the unit values or the redemption of units. The recognition of investment income by the sub-accounts is affected by the timing of the declaration of dividends by the underlying fund in which the sub-account invests.

²  The expense ratios represent the annualized contract expenses of the Separate Account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction of unit values. Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying fund have been excluded.

³  The total returns are for the periods indicated, including changes in the value of the underlying fund, and the expenses assessed through the reduction of unit values. These ratios do not include any expenses assessed through the redemption of units. Investment options with a date notation indicate the effective date of that investment option in the variable account. The total return is calculated for each period indicated from the effective date through the end of the reporting period. As the total return is presented as a range of minimum to maximum values, based on the product grouping representing the related minimum and maximum expense ratio amounts, some individual contract total returns and unit values are not within the ranges presented.

⁴  For the period May 1, 2009 (commencement of operations) through December 31, 2009.

⁵  For the period May 3, 2010 (commencement of operations) through December 31, 2010.

⁶  During 2011, the high end of the expense ratio for prior years was corrected to 1.65% from 2.00%. The ratios were corrected in order to exclude certain expenses charged directly to contract owners through a reduction of units that should not have been included in the expense ratio of the separate account. This change did not have any impact on actual expenses reflected in the Statement of Operations and only impacted the expense ratios. These corrections are not considered material to previously issued financial statements.

⁷  During 2011, the high end of the expense ratio for prior years was corrected to 1.40% from 1.55%. The ratios were corrected in order to exclude certain expenses charged directly to contract owners through a reduction of units that should not have been included in the expense ratio of the separate account. This change did not have any impact on actual expenses reflected in the Statement of Operations and only impacted the expense ratios. These corrections are not considered material to previously issued financial statements.

⁸  Effective April 27, 2012, this fund has closed and is no longer available.

⁹  For the period January 1, 2012 through April 27, 2012. Effective April 27, 2012, Panorama Total Return Sub-Account Portfolio merged into Oppenheimer Balanced Sub-Account.

¹⁰  For the period January 1, 2012 through April 27, 2012. Effective April 27, 2012, Panorama Growth Sub-Account merged into Oppenheimer Main Street Sub-Account.

¹¹  For the period January 1, 2012 through October 26, 2012. Effective October 26, 2012 Oppenheimer High Income Sub-Account merged into Oppenheimer Global Strategic Income Sub-Account.

¹²  Prior to April 27, 2012, Invesco V.I. Diversified was formerly known as Invesco V.I. Dividend Growth.

¹³  Effective May 1, 2012 this fund became available as an investment option in the Separate Account.

¹⁴  For the period October 31, 2012 (commencement of operations) through December 31, 2012.

F-59

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (Continued)

B. The Separate Account assesses charges associated with the contract. These charges are either assessed as a direct reduction in unit values or through a redemption of units for all contracts contained within the Separate Account. The assessment of charges is based on the actual product and additional benefits or riders purchased.

Mortality and Expense Risk Charge*		This charge is equal, on an annual basis, to 0.80% - 1.60% of the daily value of the assets invested in each fund.
This charge is assessed through a reduction in unit values.
Administrative Charge		This charge is equal, on an annual basis, to 0.15% of the daily value of the assets invested in each fund.
This charge is assessed through a reduction in unit values.
Administrative Contract Maintenance Charge		$0 - $40 per contract, annually.
This charge is assessed through the redemption of units.
Contingent Deferred Sales Charge/Surrender Charge		0% - 8%
This charge is assessed through the redemption of units.
Payment Protector Charge		This charge is equal, on an annual basis, to 0.00% - 0.50% of the daily value of the assets invested in each fund.
This charge is assessed through a reduction in unit values.
Additional Death Benefit Options
These charges are annualized and are assessed through either a reduction in unit values or the redemption of units.
	A.     Reset Death Benefit**	0.00% - 0.20%
	B.     Ratchet Death Benefit***	0.00% - 0.70%
	C.     5% Roll Up Death Benefit	0.00% - 0.40%
	D.     Basic Death Benefit with Combination Feature	0.00% - 0.45%
Rider Charges
These charges are annualized and are assessed through either a reduction in unit values or the redemption of units.
	A.     Equalizer Benefit	0.00% - 0.50%
	B.     Nursing Home Waiver	0.00% - 0.05%
	C.     Earnings Enhancement Benefit	0.00% - 0.30%
	D.     10% / 20% Free Withdrawal Amount	0.00% - 0.25%
	E.     15% / 30% Free Withdrawal Amount	0.00% - 0.15%
	F.     Guaranteed Minimum Income Benefit (GMIB)	0.00% - 0.80%
	G.     Guaranteed Minimum Accumulation Benefit (GMAB)	0.00% - 0.95%
	H.     Guaranteed Minimum Withdrawal Benefit (GMWB)	0.00% - 0.95%

* The Panorama Premier segment charges its contract owners a mortality and expense risk charge equal, on an annual basis, to 1.25% of the daily value of the assets invested in each fund. Subject to state availability, certificates issued on or after September 10, 2001 will receive an increase in the certificate value allocated to the fund by 0.15% on each certificate anniversary.

** For Panorama Passage the charge for the Reset Death Benefit is 0.10% on an annual basis of the daily value of the certificate value allocated to the funds and the fixed accounts, unless the charge exceeds the maximum charge, in which case, the charge is the maximum charge. The maximum charge is 0.20% on an annual basis of the daily value of the certificate value allocated to the funds.

*** The Ratchet Death Benefit is 0.25% for Panorama Passage and 0.15% for Panorama Premier on an annual basis of the daily value of the certificate value allocated to the funds and the fixed accounts, unless that charge exceeds the maximum, in this case the charge is the maximum charge. The maximum charge is 0.35% if age 60 or less at certificate issue, 0.50% if age 61 through age 70 at certificate issue, and 0.70% if age 71 or older at certificate issue, of the certificate value allocated to the funds.

Certain contracts may offer credits which will result in the purchase of units.

F-60

Notes To Financial Statements (Continued)

9. SUBSEQUENT EVENTS

The Separate Account’s management has reviewed events occurring through March 4, 2013, the date the financial statements were issued and no subsequent events occurred requiring accrual or disclosure.

F-61

Independent Auditors’ Report

The Board of Directors and Policyholders of

Massachusetts Mutual Life Insurance Company:

We have audited the accompanying financial statements of Massachusetts Mutual Life Insurance Company (the Company), which comprise the statutory statements of financial position as of December 31, 2012 and 2011, and the related statutory statements of income, changes in surplus and cash flows for the three-year period ended December 31, 2012, and the related notes to the statutory financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with statutory accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance. Management is also responsible for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

LA2045 FF-1

The Board of Directors and Policyholders of

Massachusetts Mutual Life Insurance Company

Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles

As described in Note 2 to the financial statements, the financial statements are prepared by the Company using statutory accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance, which is a basis of accounting other than U.S. generally accepted accounting principles. Accordingly, the financial statements are not intended to be presented in accordance with U.S. generally accepted accounting principles.

The effects on the financial statements of the variances between the statutory accounting practices described in Note 2 and U.S. generally accepted accounting principles, although not reasonably determinable, are presumed to be material.

Adverse Opinion on U.S. Generally Accepted Accounting Principles

In our opinion, because of the significance of the variances between statutory accounting principles and U.S. generally accepted accounting principles discussed in the Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles paragraph, the financial statements referred to above do not present fairly, in accordance with U.S. generally accepted accounting principles, the financial position of the Company as of December 31, 2012 and 2011, or the results of its operations or its cash flows for the three-year period ended December 31, 2012.

Opinion on Statutory Basis of Accounting

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the three-year period ended December 31, 2012, in accordance with statutory accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance described in Note 2.

February 22, 2013

FF-2

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENTS OF FINANCIAL POSITION

	December 31,
	2012		2011
	(In Millions)
Assets:
Bonds	$	56,891	$	53,464
Preferred stocks		336		323
Common stocks - subsidiaries and affiliates		5,775		4,982
Common stocks - unaffiliated		834		576
Mortgage loans		13,957		12,398
Policy loans		10,022		9,478
Real estate		1,133		1,192
Partnerships and limited liability companies		6,538		5,642
Derivatives and other invested assets		2,859		3,334
Cash, cash equivalents and short-term investments		2,816		1,631
Total invested assets		101,161		93,020
Investment income due and accrued		385		501
Federal income taxes		286		-
Deferred income taxes		607		1,058
Other than invested assets		870		857
Total assets excluding separate accounts		103,309		95,436
Separate account assets		52,340		41,532
Total assets	$	155,649	$	136,968
Liabilities and Surplus:
Policyholders’ reserves	$	73,734	$	68,536
Liabilities for deposit-type contracts		5,323		4,588
Contract claims and other benefits		320		320
Policyholders’ dividends		1,400		1,335
General expenses due or accrued		980		901
Federal income taxes		-		91
Asset valuation reserve		1,929		1,683
Securities sold under agreements to repurchase		3,822		3,580
Commercial paper		250		250
Derivative collateral		1,304		1,546
Other liabilities		1,569		1,196
Total liabilities excluding separate accounts		90,631		84,026
Separate account liabilities		52,331		41,525
Total liabilities		142,962		125,551
Surplus		12,687		11,417
Total liabilities and surplus	$	155,649	$	136,968

See note to statutory financial statements

FF-3

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENTS OF INCOME

	Years Ended December 31,
	2012			2011			2010
	(In Millions)
Revenue:
Premium income	$	20,327		$	13,491		$	11,163
Net investment income		4,928			4,783			4,425
Reserve adjustments on reinsurance ceded		57			48			69
Fees and other income		540			528			483
Total revenue		25,852			18,850			16,140
Benefits and expenses:
Policyholders’ benefits		10,921			10,109			10,214
Change in policyholders’ reserves		10,827			5,239			2,214
General insurance expenses		1,422			1,258			1,330
Commissions		605			541			521
State taxes, licenses and fees		159			139			131
Total benefits and expenses		23,934			17,286			14,410
Net gain from operations before dividends and federal income taxes		1,918			1,564			1,730
Dividends to policyholders		1,379			1,313			1,209
Net gain from operations before federal income taxes		539			251			521
Federal income tax benefit		(108	)		(293	)		(251	)
Net gain from operations		647			544			772
Net realized capital gains (losses) after tax and transfers to interest maintenance reserve		109			(199	)		(237	)
Net income	$	756		$	345		$	535

See note to statutory financial statements

FF-4

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENTS OF CHANGES IN SURPLUS

				Years Ended December 31,
	2012			2011			2010
	(In Millions)
Surplus, beginning of year	$	11,417		$	10,352		$	9,259
Increase (decrease) due to:
Net income		756			345			535
Change in net unrealized capital gains, net of tax		743			1,432			685
Change in net unrealized foreign exchange capital (losses) gains, net of tax		(8	)		(53	)		9
Change in other net deferred income taxes		(551	)		(11	)		(8	)
Change in nonadmitted assets		156			(120	)		69
Change in reserve valuation basis		-			-			(7	)
Change in asset valuation reserve		(246	)		(255	)		(286	)
Change in surplus notes		399			-			-
Prior period adjustments		(32	)		1			17
Change in minimum pension liability		52			(273	)		80
Other		1			(1	)		(1	)
Net increase		1,270			1,065			1,093
Surplus, end of year	$	12,687		$	11,417		$	10,352

See note to statutory financial statements

FF-5

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2012			2011			2010
	(In Millions)
Cash from operations:
Premium and other income collected	$	20,879		$	14,046		$	11,726
Net investment income		4,789			4,503			4,288
Benefit payments		(10,670	)		(9,963	)		(10,105	)
Net transfers (to) from separate accounts		(5,755	)		(997	)		140
Commissions and other expenses		(2,021	)		(2,164	)		(1,982	)
Dividends paid to policyholders		(1,313	)		(1,208	)		(1,217	)
Federal and foreign income taxes recovered		26			88			309
Net cash from operations		5,935			4,305			3,159
Cash from investments:
Proceeds from investments sold, matured or repaid:
Bonds		16,842			18,638			16,753
Common stocks - unaffiliated		121			101			72
Mortgage loans		2,056			1,990			1,898
Real estate		103			115			135
Partnerships		1,006			1,031			738
Preferred and affiliated common stocks		657			204			754
Other		(68	)		770			(193	)
Total investment proceeds		20,717			22,849			20,157
Cost of investments acquired:
Bonds		(19,737	)		(21,216	)		(19,990	)
Common stocks - unaffiliated		(329	)		(441	)		(52	)
Mortgage loans		(3,582	)		(3,159	)		(1,991	)
Real estate		(121	)		(245	)		(196	)
Partnerships		(1,515	)		(1,327	)		(1,381	)
Preferred and affiliated common stocks		(474	)		(736	)		(488	)
Other		(69	)		31			(14	)
Total investments acquired		(25,827	)		(27,093	)		(24,112	)
Net increase in policy loans		(543	)		(519	)		(474	)
Net cash used in investing activities		(5,653	)		(4,763	)		(4,429	)
Cash from financing and other sources:
Net deposits on deposit-type contracts		588			905			702
Cash provided from surplus notes		399			-			-
Change in securities sold under agreements to repurchase		242			(303	)		443
Change in derivative collateral		(242	)		259			(522	)
Other cash (used) provided		(84	)		89			(465	)
Net cash from financing and other sources		903			950			158
Net change in cash, cash equivalents and short-term investments		1,185			492			(1,112	)
Cash, cash equivalents and short-term investments, beginning of year		1,631			1,139			2,251
Cash, cash equivalents and short-term investments, end of year	$	2,816		$	1,631		$	1,139

See note to statutory financial statements

FF-6

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS

1. Nature of operations

These statutory financial statements include the accounts of Massachusetts Mutual Life Insurance Company (the Company), which is organized as a mutual life insurance company.

MassMutual Financial Group (MMFG) is a global, diversified financial services organization comprised of the Company and its subsidiaries. The Company and its subsidiaries provide life insurance, disability income insurance, long-term care insurance, annuities, retirement products, investment management, mutual funds and trust services to individual and institutional customers.

2. Summary of significant accounting policies

a. Basis of presentation

The statutory financial statements have been prepared in conformity with the statutory accounting practices of the National Association of Insurance Commissioners (NAIC) and the accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance (the Division).

Statutory accounting practices are different in some respects from financial statements prepared in accordance with United States of America (U.S.) generally accepted accounting principles (GAAP). The more significant differences between statutory accounting principles and U.S. GAAP are as follows: (a) bonds are generally carried at amortized cost, whereas U.S. GAAP generally reports bonds at fair value; (b) changes in the fair value of derivative financial instruments are recorded as changes in surplus, whereas U.S. GAAP generally reports these changes as revenue unless deemed an effective hedge; (c) interest rate swap replications are carried at amortized cost, whereas U.S. GAAP would carry these at fair value; (d) embedded derivatives are recorded as part of the underlying contract, whereas U.S. GAAP would identify and bifurcate certain embedded derivatives from the underlying contract or security and account for them separately at fair value; (e) income recognition on partnerships and limited liability companies (LLCs), which are accounted for under the equity method, is limited to the amount of cash distribution, whereas U.S. GAAP does not have this limitation; (f) majority-owned noninsurance subsidiaries, variable interest entities where the Company is the primary beneficiary, and certain other controlled entities are accounted for using the equity method, whereas U.S. GAAP would consolidate these entities; (g) changes in the balances of deferred income taxes, which provide for book versus tax temporary differences, are subject to limitation and are recorded in surplus, whereas U.S. GAAP would generally include the change in deferred taxes in net income; (h) certain group annuity and variable universal life contracts, which do not pass-through all investment gains to contract holders, are maintained in the separate accounts and are presented on a single line in the statutory financial statements, whereas U.S. GAAP reports these contracts as general investments of the Company; (i) assets are reported at admitted asset value and assets designated as nonadmitted are excluded through a charge against surplus, whereas U.S. GAAP recognizes all assets, subject to valuation allowances; (j) statutory policy reserves are based upon prescribed methods, such as the Commissioners’ Reserve Valuation Method, Commissioners’ Annuity Reserve Valuation Method or net level premium method, and prescribed statutory mortality, morbidity and interest assumptions, whereas U.S. GAAP reserves would generally be based upon the net level premium method or the estimated gross margin method with estimates of future mortality, morbidity, persistency and interest; (k) policyholder reserves are presented net of reinsurance ceded, unearned ceded premium and unpaid ceded claims, whereas U.S. GAAP would report these reinsurance balances as an asset; (l) an asset valuation reserve (AVR) is reported as a contingency reserve to stabilize surplus against fluctuations in the statement value of common stocks, real estate investments, partnerships and LLCs as well as credit-related declines in the value of bonds, mortgage loans and certain derivatives to the extent AVR is greater than zero for the appropriate asset category, whereas U.S. GAAP does not record this reserve; (m) after-tax realized capital gains (losses) that result from changes in the overall level of interest rates for all types of fixed-income investments and interest-related hedging activities are deferred into the interest maintenance reserve (IMR) and amortized into revenue, whereas U.S. GAAP reports these gains and losses as revenue; (n) changes to the mortgage loan valuation allowance are recognized in net unrealized capital gains (losses), net of tax, in the Statutory Statements of Changes in Surplus, whereas U.S. GAAP reports these changes in net realized capital gains (losses); (o) a prepaid pension asset and/or a liability is recorded for the difference between the fair value of the pension and other postretirement plan assets and the accumulated benefit obligation (which excludes nonvested employees) with the change recorded in surplus, whereas for U.S. GAAP purposes, the

FF-7

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

over/underfunded status of a plan, which is the difference between the fair value of the plan assets and the projected benefit obligation, is recorded as an asset or liability with the change recorded through accumulated other comprehensive income; (p) surplus notes are reported in surplus, whereas U.S. GAAP would report these notes as liabilities; (q) payments received for universal and variable life insurance products, certain variable and fixed deferred annuities and group annuity contracts are reported as premium income and corresponding change in reserves, whereas U.S. GAAP would treat these payments as deposits to policyholders’ account balances; (r) certain acquisition costs, such as commissions and other variable costs, directly related to acquiring new business are charged to current operations as incurred, whereas U.S. GAAP generally capitalizes these expenses and amortizes them based on profit emergence over the expected life of the policies or over the premium payment period; and (s) comprehensive income is not presented, whereas U.S. GAAP presents changes in unrealized capital gains (losses) and foreign currency translations as other comprehensive income.

The preparation of financial statements requires management to make estimates and assumptions that impact the reported amounts of assets and liabilities, the disclosure of assets and liabilities as of the date of the statutory financial statements and the reported amounts of revenues and expenses during the reporting periods. The most significant estimates include those used in determining the carrying values of investments including the amount of mortgage loan investment valuation reserves, other-than-temporary impairment(s) (OTTI), the value of the investment in MassMutual Holding LLC (MMHLLC), the liabilities for policyholders’ reserves, the determination of admissible deferred tax assets (DTAs), the liability for taxes and litigation contingencies. Future events including, but not limited to, changes in the level of mortality, morbidity, interest rates, persistency, asset valuations and defaults could cause results to differ from the estimates used in the statutory financial statements. Although some variability is inherent in these estimates, management believes the amounts presented are appropriate.

b. Corrections of errors and reclassifications

Under statutory accounting principles, corrections of prior year errors are recorded in current year surplus on a pretax basis with any associated tax impact reported through earnings.

The following summarizes corrections of prior year errors:

	Year Ended December 31, 2012
	Increase (Decrease) to:						Correction
	Prior   Year   Income			Current  Year  Surplus			of Asset or Liability Balances
	(In Millions)
Policyholders’ reserves	$	(22	)	$	(22	)	$	22
General insurance expenses		(11	)		(11	)		11
Reinsurance		(3	)		(3	)		3
Partnership income		4			4			(4	)
Total	$	(32	)	$	(32	)	$	32

FF-8

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

	Year Ended December 31, 2011
	Increase (Decrease) to:									Correction
	Prior Year Income			Prior Year Surplus			Current Year Surplus			of Asset or Liability Balances
	(In Millions)
Policyholders’ reserves	$	(11	)	$	-		$	(11	)	$	11
General insurance expenses		(8	)		-			(8	)		8
Partnership income		(7	)		2			(5	)		5
Other		8			-			8			(8	)
Derivatives		7			-			7			(7	)
Fixed assets		5			-			5			(5	)
Premium income		5			-			5			(5	)
Prepaid commissions and allowances		2			(2	)		-			-
Total	$	1		$	-		$	1		$	(1	)
	Year Ended December 31, 2010
	Increase (Decrease) to:									Correction
	Prior Year Income			Prior Year Surplus			Current Year Surplus			of Asset or Liability Balances
	(In Millions)
Separate account income	$	(21	)	$	-		$	(21	)	$	21
Partnership income		(20	)		20			-			-
Reinsurance		(5	)		-			(5	)		5
Policy loans		(4	)		-			(4	)		4
Prepaid commissions and allowances		36			(36	)		-			-
Policyholders’ reserves		24			-			24			(24	)
Impaired asset		5			-			5			(5	)
Other		2			-			2			(2	)
Total	$	17		$	(16	)	$	1		$	(1	)

For the year ended December 31, 2010, the $20 million correction for partnership income was a reclassification within surplus and therefore had no impact to surplus. Additionally, prepaid commissions and allowances of $36 million were recorded and then nonadmitted through the Statutory Statements of Changes in Surplus. Previously the Company directly expensed these costs.

Certain prior year amounts within these financial statements have been reclassified to conform to the current year presentation.

FF-9

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

c. Bonds

Bonds are generally valued at amortized cost using the constant yield interest method with the exception of NAIC Category 6 bonds, which are obligations that are in or near default, and certain residential mortgage-backed securities (RMBS) and commercial mortgage-backed securities (CMBS), which are rated by outside modelers, which are carried at the lower of amortized cost or fair value. NAIC ratings are applied to bonds and other securities. Categories 1 and 2 are considered investment grade, while Categories 3 through 6 are considered below investment grade. Bond transactions are recorded on a trade date basis, except for private placement bonds that are recorded on the funding date.

For fixed income securities that do not have a fixed schedule of payments, such as asset-backed securities (ABS), mortgage-backed securities (MBS), including RMBS and CMBS, and structured securities, including collateralized debt obligations (CDOs), amortization or accretion is revalued quarterly based on the current estimated cash flows, using either the prospective or retrospective adjustment methodologies for each type of security. Certain fixed income securities with the highest ratings from a rating agency follow the retrospective method of accounting. Under the retrospective method, the recalculated effective yield equates the present value of the actual and anticipated cash flows, including new prepayment assumptions, to the original cost of the investment. Prepayment assumptions are based on borrower constraints and economic incentives such as the original term, age and coupon of the loan as affected by the interest rate environment. The current carrying value is then increased or decreased to the amount that would have resulted had the revised yield been applied since inception, and investment income is correspondingly decreased or increased. All other fixed income securities, such as floating rate bonds and interest only securities, including those that have been impaired, follow the prospective method of accounting. Under the prospective method, the recalculated future effective yield equates the carrying value of the investment to the present value of the anticipated future cash flows.

The fair value of bonds is based on quoted market prices when available. If quoted market prices are not available, values provided by other third-party organizations are used. If values provided by other third-party organizations are unavailable, fair value is estimated using internal models by discounting expected future cash flows using observable current market rates applicable to yield, credit quality and maturity of the investment or using quoted market values for comparable investments. Internal inputs used in the determination of fair value include estimated prepayment speeds, default rates, discount rates and collateral values, among others. Structure characteristics and cash flow priority are also considered. Fair values resulting from internal models are those expected to be received in an orderly transaction between willing market participants at the financial statement date.

Refer to Note 2bb. “Realized capital gains (losses) including other-than-temporary impairments and unrealized capital gains (losses)” for information on the Company’s policy for determining OTTI.

d. Preferred stocks

Preferred stocks in good standing are generally valued at amortized cost. Preferred stocks not in good standing, those which are rated Categories 4 through 6 by the Securities Valuation Office (SVO) of the NAIC, are valued at the lower of amortized cost or fair value. Fair values are based on quoted market prices, when available. If quoted market prices are not available, the Company estimates fair value using broker-dealer quotations or internal models. These models use inputs not directly observable or correlated with observable market data. Typical inputs integrated into the Company’s internal discounted expected earnings models include, but are not limited to, earnings before interest, taxes, depreciation and amortization estimates. Fair values resulting from internal models are those expected to be received in an orderly transaction between willing market participants at the financial statement date.

Refer to Note 2bb. “Realized capital gains (losses) including other-than-temporary impairments and unrealized capital gains (losses)” for information on the Company’s policy for determining OTTI.

FF-10

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

e. Common stocks - subsidiaries and affiliates

Common stocks of unconsolidated subsidiaries, primarily C.M. Life Insurance Company (C.M. Life), MML Bay State Life Insurance Company (MML Bay State) and MMHLLC, are accounted for using the statutory equity method. The Company accounts for the value of its investment in its subsidiary, MMHLLC, at its underlying U.S. GAAP net equity adjusted to remove certain nonadmitted and intangible assets, as well as a portion of its noncontrolling interests (NCI) and appropriated retained earnings (ARE), after consideration of MMHLLC’s fair value and the Company’s capital levels. The Division has affirmed the statutory recognition of the Company’s application of the NCI guidelines in MMHLLC’s statutory carrying value. However, the Company has limited this recognition to $2,165 million and $2,015 million as of December 31, 2012 and 2011, respectively. Operating results, less dividend distributions, for MMHLLC are reflected as net unrealized capital gains (losses) in the Statutory Statements of Changes in Surplus. Dividend distributions received from MMHLLC are recorded in net investment income and are limited to MMHLLC’s U.S. GAAP retained earnings. The cost basis of common stocks - subsidiaries and affiliates is adjusted for impairments deemed to be other than temporary, consistent with common stocks - unaffiliated.

Refer to Note 4d. “Common stocks – subsidiaries and affiliates” for further information on the valuation of MMHLLC.

f. Common stocks - unaffiliated

The fair value of common stocks is based on quoted market prices when available. If quoted market prices are not available, values provided by other third-party organizations are used. If values from other third parties are unavailable, fair values are determined by management using estimates based upon internal models. The Company’s internal models include estimates based upon comparable company analysis, review of financial statements, broker quotes and last traded price. Fair values resulting from internal models are those expected to be received in an orderly transaction between willing market participants at the financial statement date.

Refer to Note 2bb. “Realized capital gains (losses) including other-than-temporary impairments and unrealized capital gains (losses)” for information on the Company’s policy for determining OTTI.

g. Mortgage loans

Mortgage loans are valued at the unpaid principal balance of the loan, net of unamortized premium and discount, valuation allowances, nonrefundable commitment fees and mortgage interest points. The mortgage loan portfolio is comprised of commercial mortgage loans, including mezzanine loans, and residential mortgage loans. Mezzanine loans are loans secured by a pledge of direct or indirect equity interest in an entity that owns real estate. Mezzanine loans are subordinate to senior secured first liens. However, the Company has negotiated provisions with the senior lender, within the loan documents to maximize control with the objective of mitigating the Company’s risks as the mezzanine lender. Residential mortgage loans are seasoned pools of homogeneous residential mortgage loans substantially backed by Federal Housing Administration (FHA) and Veterans Administration (VA) guarantees.

Interest income earned on impaired loans is accrued on the outstanding principal balance of the loan based on the loan’s contractual coupon rate. Interest is not accrued for impaired loans more than 60 days past due, for loans delinquent more than 90 days, or when collection of interest is improbable. The Company continually monitors mortgage loans where the accrual of interest has been discontinued, and will resume the accrual of interest on a mortgage loan when the facts and circumstances of the borrower and property indicate that the payments will continue to be received according to the terms of the original or modified mortgage loan agreement.

Refer to Note 2bb. “Realized capital gains (losses) including other-than-temporary impairments and unrealized capital gains (losses)” for information on the Company’s policy for determining OTTI.

FF-11

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

h. Policy loans

Policy loans are carried at the outstanding loan balance less amounts unsecured by the cash surrender value of the policy. At issuance, policy loans are fully secured by the cash surrender value of the policy. Unsecured amounts can occur when subsequent charges are incurred on the underlying policy without the receipt of additional premium. If the premium is not paid during the contractual grace period, the policy will lapse. Unsecured nonadmitted amounts were less than $1 million as of December 31, 2012 and 2011. Policy loans earn interest calculated based upon either a fixed or a variable interest rate. Accrued investment income on policy loans more than 90 days past due is included in the unpaid balance of the policy loan not to exceed the cash surrender value of the underlying contract.

i. Real estate

Investment real estate, which the Company has the intent to hold for the production of income, and real estate occupied by the Company, are carried at depreciated cost, less encumbrances. Depreciation is calculated using the straight-line method over the estimated useful life of the real estate holding, not to exceed 40 years. Depreciation expense is included in net investment income.

Real estate, held for sale, is initially carried at the lower of depreciated cost or fair value less estimated selling costs at the time the property is deemed held for sale and is no longer depreciated. Adjustments to carrying value, including for further declines in fair value, are recorded in a valuation reserve which is included in realized capital losses.

Fair value is generally estimated using the present value of expected future cash flows discounted at a rate commensurate with the underlying risks. The Company also obtains external appraisals for a rotating selection of properties annually. If an external appraisal is not obtained, an internal appraisal is performed.

Refer to Note 2bb. “Realized capital gains (losses) including other-than-temporary impairments and unrealized capital gains (losses)” for information on the Company’s policy for determining OTTI.

j. Partnerships and limited liability companies

Partnerships and LLCs, except for partnerships which generate low income housing tax credits (LIHTC), are accounted for using the equity method with the change in the equity value of the underlying investment recorded in surplus. Distributions received are recognized as net investment income to the extent the distribution does not exceed previously recorded accumulated undistributed earnings.

Investments in partnerships which generate LIHTC are carried at amortized cost unless considered impaired. Under the amortized cost method, the excess of the carrying value of the investment over its estimated residual value is amortized into income during the period in which tax benefits are recognized.

The equity method is suspended if the carrying value of the investment is reduced to zero due to losses from the investment. Once the equity method is suspended, losses are not recorded until the investment returns to profitability and the equity method is resumed. However, if the Company has guaranteed obligations of the investment or is otherwise committed to provide further financial support for the investment, losses will continue to be reported up to the amount of those guaranteed obligations or commitments.

Refer to Note 2bb. “Realized capital gains (losses) including other-than-temporary impairments and unrealized capital gains (losses)” for information on the Company’s policy for determining OTTI.

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k. Derivatives and other invested assets

Derivatives and other invested assets consist of investments in derivative financial instruments and receivables for securities sold.

Interest rate swaps associated with replicated assets are valued at amortized cost and all other derivative financial instruments are carried at estimated fair value, which is based primarily upon quotations obtained from counterparties and independent sources. The quotations from counterparties and independent sources are compared to internally derived prices and a price challenge is lodged with the counterparties and independent sources when a significant difference cannot be explained by appropriate adjustments to the internal model. When quotes from counterparties and independent sources are not available or are considered not reliable, the internally derived value is recorded. Changes in the fair value of these instruments other than interest rate swaps associated with replicated assets are recorded as unrealized capital gains (losses) in surplus. Gains and losses realized on the termination, closing or assignment of contracts are recorded as realized capital gains (losses). Amounts receivable and payable are accrued as net investment income.

l. Cash, cash equivalents and short-term investments

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash and cash equivalents and carries them at amortized cost.

Short-term investments, which are carried at amortized cost, consist of all highly liquid investments purchased with maturities of greater than three months and less than or equal to 12 months. Investments in short-term bonds and money market mutual funds are classified as short-term investments.

The carrying value reported in the Statutory Statements of Financial Position for cash, cash equivalents and short-term investment instruments approximates the fair value.

The Company has entered into contracts for securities purchased under agreements to resell whereby the Company purchases securities and simultaneously agrees to resell the same or substantially the same securities. Securities purchased under agreements to resell are accounted for as collateralized loans, with the cash paid for the securities included in the Statutory Statements of Cash Flows as a short-term investment. The underlying securities are not recorded as investments owned by the Company, but instead serve as collateral related to these short-term investments. The difference between the amount paid and the amount at which the securities will be subsequently resold is reported as interest income in net investment income. At purchase, the Company requires collateral in the form of securities with a fair value of a minimum of 102% of the securities’ purchase price. If at anytime the fair value of the collateral declines to less than 100% of the securities’ purchase price, the counterparty is obligated to provide additional collateral to bring the total collateral held by the Company to at least 102% of the securities’ purchase price.

m. Investment income due and accrued

Accrued investment income consists primarily of interest and dividends. Interest is recognized on an accrual basis and dividends are recorded as earned on the ex-dividend date. Due and accrued income is nonadmitted on: (a) bonds and mortgage loans delinquent more than 90 days or where collection of interest is improbable; (b) impaired bonds and mortgage loans more than 60 days past due; (c) bonds in default; (d) rent in arrears for more than 90 days; and (e) policy loan interest due and accrued more than 90 days past due and included in the unpaid balance of the policy loan in excess of the cash surrender value of the underlying contract.

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n. Other than invested assets

Other than invested assets primarily includes deferred and uncollected premium, reinsurance receivables, other receivable items and fixed assets.

Fixed assets are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are determined using the straight-line method over the estimated useful lives of the assets. Estimated lives range up to fifteen years for leasehold improvements and up to eleven years for all other fixed assets. Within fixed assets, most unamortized software and office equipment are nonadmitted assets.

o. Nonadmitted assets

Assets designated as nonadmitted by the NAIC primarily include pension plan assets, certain electronic data processing (EDP) equipment, advances and prepayments, certain investments in partnerships for which audits are not performed, certain other receivables, furniture, uncollected premiums and certain intangible assets. These assets are designated as nonadmitted and are excluded from the Statutory Statements of Financial Position through a charge against surplus.

p. Separate accounts

Separate account assets and liabilities represent segregated funds administered and invested by the Company for the benefit of group and individual variable annuity, variable life and other insurance contract/policyholders to meet specific investment objectives. Separate account assets consist principally of marketable securities reported at fair value. Except for the Company’s seed money and supplemental accounts, as noted below, separate account assets can only be used to satisfy separate account liabilities and are not available to satisfy the general obligations of the Company. The Company’s revenue reflects fees charged to the separate accounts including administrative and investment advisory fees.

Assets may be transferred from the general investments of the Company to seed the separate accounts. When assets are transferred to separate accounts, they are transferred at fair market value on the date the transaction occurs. Gains related to the transfer are deferred to the extent that the Company maintains a proportionate interest in the separate account. The deferred gain is recognized as the Company’s ownership decreases or when the separate account sells the underlying asset during the normal course of business. Losses associated with these transfers are recognized immediately.

Separate accounts reflect two categories of risk assumption: nonguaranteed separate accounts for which the contract/policyholder assumes the investment risk and guaranteed separate accounts for which the Company contractually guarantees either a minimum return or minimum account value to the contract/policyholder. For certain guaranteed separate account products such as interest rate guaranteed products and indexed separate account products, reserve adequacy is performed on a contract by contract basis using, as applicable, prescribed interest rates, mortality rates and asset risk deductions. If the outcome from this adequacy analysis produces a deficiency relative to the current account value, a liability is recorded in policyholders’ reserves or liabilities for deposit-type contracts in the Statutory Statements of Financial Position with the corresponding change in the liability recorded as change in policyholders' reserves or policyholders’ benefits in the Statutory Statements of Income.

Premium income, benefits and expenses of the separate accounts are included in the Statutory Statements of Income with the offset recorded in policyholders’ reserves. Investment income and realized capital gains (losses) on the assets of separate accounts, other than seed money, accrue to contract/policyholders and are not recorded in the Statutory Statements of Income. Unrealized capital gains (losses) on assets of separate accounts accrue to contract/policyholders and, accordingly, are reflected in the separate account liability to the contract/policyholder.

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q. Policyholders’ reserves

Policyholders’ reserves provide for the present value of estimated future obligations in excess of estimated future premium on policies in force.

Reserves for individual life insurance contracts are developed using accepted actuarial methods computed principally on the net level premium or Commissioners’ Reserve Valuation Method (CRVM) bases using the American Experience or the 1941, 1958, 1980 or the 2001 Commissioners’ Standard Ordinary mortality tables with assumed interest rates. Reserves for disability riders associated with life contracts are calculated using morbidity rates from the 1952 Period 2 Intercompany Disability Table.

The Company waives deduction of deferred fractional premium at death and returns any portion of the final premium beyond the date of death. Reserves are computed using continuous functions to reflect these practices.

The Company charges a higher premium on certain contracts that cover substandard mortality risk. For these policies, the reserve calculations are based on a substandard mortality rate, which is a multiple of the standard mortality tables.

In order to maintain a prudent level of reserve adequacy, the Company elected to hold additional life insurance reserves over and above the amounts calculated by the methods described above.

Certain variable universal life and universal life contracts include features such as guaranteed minimum death benefits (GMDB) or other guarantees that ensure continued death benefit coverage when the policy would otherwise lapse. The value of the guarantee is only available to the beneficiary in the form of a death benefit. The liability for variable and universal life GMDBs and other guarantees is included in policyholders’ reserves and the related change in this liability is included in change in policyholders’ reserves.

Reserves for individual and group payout annuities are developed using accepted actuarial methods computed principally under Commissioners’ Annuity Reserve Valuation Method (CARVM) using applicable interest rates and mortality tables. Individual payout annuities primarily use the 1971 and 1983 Individual Annuity Mortality and Annuity 2000 tables. Group payout annuities primarily use the 1983 Group Annuity Mortality and 1994 Group Annuity Reserving tables.

Certain individual variable annuity products issued by the Company have offered a variety of additional guarantees such as GMDBs and variable annuity guaranteed living benefits (VAGLB). The primary types of VAGLBs offered by MassMutual are guaranteed minimum accumulation benefits (GMAB), guaranteed minimum income benefits (GMIB) including Basic and Plus and guaranteed minimum withdrawal benefits (GMWB). In general, these benefit guarantees require the contract or policyholder to adhere to a company-approved asset allocation strategy. The liabilities for individual variable annuity GMDBs and VAGLBs are included in policyholders’ reserves and the related changes in these liabilities are included in change in policyholders’ reserves.

Variable annuity GMDBs provide a death benefit in excess of the account value if the account value is less than the guaranteed minimum amount. Some contracts provide that guarantee upon the contract owner’s death and others provide it upon the annuitant’s death. This amount may be based on a return of premium (the premium paid less amounts withdrawn), a roll-up (an accumulation of premium at a specified interest rate adjusted for withdrawals), a reset (the contract value on a specified anniversary date adjusted for subsequent withdrawals, which is allowed to decrease when reset) or a ratchet (the contract value on a specified anniversary date adjusted for subsequent withdrawals, which is never allowed to decrease when reset). For a variable annuity contract, a decline in the stock market causing the contract value to fall below the specified amount will increase the net amount at risk, which is the GMDBs in excess of the contract value.

GMABs provide the annuity contract holder with a guaranteed minimum account value at the end of the product’s guarantee period. If the account value is below that guarantee at the end of the period, the account value is increased to the guaranteed level and the contract continues from that point. Options for the guarantee period are ten and twenty years.

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GMWBs provide the annuity contract holder with a guarantee that a minimum amount will be available for withdrawal annually for life regardless of the contract value.

GMIBs provide the annuity contract holder with a guaranteed minimum payment when the contract is annuitized. The GMIB would be beneficial to the contract holder if the contract holder’s account value would otherwise not provide a higher annuitization value using currently offered rates at the time of annuitization. GMIBs generally anticipate payout between ages 60 and 90. The Company first issued GMIB Basic in 2002 and suspended issuing these contracts in August 2007. These GMIB Basic contracts cannot be annuitized within seven years of issuance and do not have access to the guarantee value other than through annuitization.

In September 2007, GMIB Plus replaced GMIB Basic and continued through March 2009. GMIB Plus includes a product version which provides a minimum floor amount that can be applied to an annuity option. The GMIB Plus value is equal to the initial purchase amount increased by a compound annual interest rate. The GMIB Plus also provides the annuity contract holder with a withdrawal feature. This withdrawal feature allows a dollar for dollar withdrawal, which lowers the GMIB Plus value for each dollar withdrawn up to the amount of interest credited to the GMIB Plus value for the year. GMIB Plus cannot be annuitized within ten years of contract issuance as the rider can only be exercised after a ten year waiting period has elapsed. This was only available upon contract issuance.

Reserves for individual and group fixed deferred annuities are developed using accepted actuarial methods computed principally under CARVM using applicable interest rates and mortality tables. Individual deferred annuities primarily use the 1971 and 1983 Individual Annuity Mortality and Annuity 2000 tables. Group deferred annuities primarily use the 1983 Group Annuity Mortality and 1994 Group Annuity Reserving tables.

Reserves for individual and group variable deferred annuities are developed using accepted actuarial methods computed principally under CARVM for variable annuities using applicable interest rates and mortality tables. Individual variable deferred annuities primarily use the 1994 Minimum Guaranteed Death Benefit or Annuity 2000 tables. The liability is evaluated under both a standard scenario and stochastic scenarios net of currently held applicable hedge asset cash flows. The Company holds the reserve liability valuation at the higher of the standard or stochastic scenario values. Based on the Company’s currently held hedges, if market interest rates increase, the fair value of the Company hedges would decrease in value and reserves would decrease. Should market interest rates decrease, the fair value of the Company hedges would increase in value and reserves would increase. In addition, the Company elected to hold additional reserves above those indicated based on the stochastic or standard scenario in order to maintain a prudent level of reserve adequacy.

The standard scenario is a prescriptive reserve with minimal company discretion. The primary driver of the standard scenario result is the composition of the in force policies, with the key factor being the extent to which the product guarantees are “in the money.” The value of the reserve guarantees under the standard scenario is driven primarily by equity markets.

For the stochastic scenarios, the Company uses the American Academy of Actuaries’ scenarios. Prudent estimate assumptions used for policyholder behavior (lapses, partial withdrawals, annuitization and additional premium), mortality, expenses and commissions, investment management fees and taxes are consistent with those used for asset adequacy testing and are based on Company experience. The key drivers for the stochastic results are the degree that the variable annuity benefits are “in the money” given equity market levels, policyholder elections for GMIBs, currently held applicable hedge asset cash flows, expenses and discount interest rates.

Disability income policy reserves are generally calculated using the two-year preliminary term method and actuarially accepted morbidity tables using the 1964 Commissioners’ Disability Table and the 1985 Commissioners’ Individual Disability Table A with assumed interest and mortality rates in accordance with applicable statutes and regulations.

Disabled life claim reserves are generally calculated using actuarially accepted methodologies and actuarially accepted morbidity tables using the 1964 Commissioners’ Disability Table and 1985 Commissioners’ Individual Disability Tables A and C with assumed interest rates in accordance with applicable statutes and regulations.

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Long-term care policy reserves are generally calculated using the one-year preliminary term method and actuarially accepted morbidity, mortality and lapse tables with assumed interest rates in accordance with applicable statutes and regulations.

Long-term care claim reserves are generally calculated using actuarially accepted methodologies and actuarially accepted morbidity tables with assumed interest rates in accordance with applicable statutes and regulations.

Unpaid claims and claim expense reserves are related to disability and long-term care claims. Unpaid disability claim liabilities are projected based on the average of the last three disability payments. Claim expense reserves are based on an analysis of the unit expenses related to the processing and examination of new and ongoing claims. Interest accrued on reserves is calculated by applying NAIC prescribed interest rates to the average reserves by incurral year.

Tabular interest, tabular reserves less actual reserves released, and tabular cost for all life and annuity contracts and supplementary contracts involving life contingencies are determined in accordance with NAIC Annual Statement instructions. For tabular interest, whole life and term products use a formula that applies a weighted average interest rate determined from a seriatim valuation file to the mean average reserves. Universal life, variable life, group life, annuity and supplemental contracts use a formula that applies a weighted average credited rate to the mean account value. For contracts without an account value (e.g., a Single Premium Immediate Annuity) a weighted average statutory valuation rate is applied to the mean statutory reserve or accepted actuarial methods using applicable interest rates are applied.

All policyholders’ reserves and accruals are based on the various estimates discussed previously and are presented net of reinsurance. Management believes that these liabilities and accruals represent management’s best estimate and will be sufficient, in conjunction with future revenues, to meet future anticipated obligations of policies and contracts in force.

r. Liabilities for deposit-type contracts

Liabilities for funding agreements, dividend accumulations, premium deposit funds, investment-type contracts such as supplementary contracts not involving life contingencies and certain structured settlement annuities are based on account value or accepted actuarial methods using applicable interest rates. Fair value is estimated by discounting expected future cash flows using current market interest rates.

s. Participating contracts

Participating contracts are those that may be eligible to share in any dividends declared by the Company. Participating contracts issued by the Company represented 66% and 69% of the Company’s policyholders’ reserves and liabilities for deposit-type contracts as of December 31, 2012 and 2011, respectively.

t. Policyholders’ dividends

Dividends expected to be paid to policyholders in the following year are approved annually by MassMutual’s Board of Directors and are recorded as an expense in the current year. The allocation of these dividends to policyholders reflects the relative contribution of each group of participating policies to surplus and considers, among other factors, investment returns, mortality and morbidity experience, expenses and taxes. The liability for policyholders’ dividends includes the estimated amount of annual dividends and settlement dividends. Settlement dividends are an extra dividend payable at termination of a policy upon maturity, death or surrender.

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u. Asset valuation reserve

The Company maintains an AVR that is a contingency reserve to stabilize surplus against fluctuations in the statement value of common stocks, real estate investments, partnerships and LLCs as well as credit-related changes in the value of bonds, preferred stocks, mortgage loans, and certain derivatives to the extent that AVR is greater than zero for the appropriate asset category. The AVR is reported as a liability and the change in AVR, net of tax, is reported in surplus.

v. Interest maintenance reserve

The Company maintains an IMR that is used to stabilize net income against fluctuations in interest rates. After-tax realized capital gains (losses), which result from changes in the overall level of interest rates for all types of fixed-income investments and interest-related hedging activities, are deferred into the IMR and amortized into revenue using the grouped amortization method. The IMR is included in other liabilities or if negative, is nonadmitted.

w. Securities sold under agreements to repurchase

The Company has entered into contracts for securities sold under agreements to repurchase whereby the Company sells securities and simultaneously agrees to repurchase the same or substantially the same securities. Securities sold under agreements to repurchase are accounted for as collateralized borrowings with the proceeds from the sale of the securities recorded as a liability and the underlying securities recorded as an investment by the Company. Earnings on these investments are recorded as investment income and the difference between the proceeds and the amount at which the securities will be subsequently reacquired is amortized as interest expense. Securities sold under agreements to repurchase are used as a tool for overall portfolio management to help ensure the Company maintains adequate assets in order to provide yield, spread and duration to support liabilities and other corporate needs.

The Company provides collateral, as dictated by the repurchase agreements, to the counterparty in exchange for a loan. If the fair value of the securities sold becomes less than the loan, the counterparty may require additional collateral.

x. Commercial paper

The Company issues commercial paper in the form of unsecured notes (Notes). Interest on the Notes is calculated using a 360-day year based on the actual number of days elapsed. Due to the short-term nature of the Notes, the carrying value is assumed to approximate fair value.

y. Other liabilities

Other liabilities primarily consist of IMR, derivative payables, amounts held for agents, remittances and items not allocated, pending security settlements and other liabilities including unearned income.

z. Reinsurance

The Company enters into reinsurance agreements with affiliated and unaffiliated insurers in the normal course of business to limit its insurance risk.

Premium income, benefits to policyholders and policyholders’ reserves are stated net of reinsurance. Premium, benefits and reserves related to reinsured business are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. The Company records a receivable for reinsured benefits paid and reduces policyholders’ reserves for the portion of insurance liabilities that are reinsured. Commissions and expense allowances on reinsurance ceded and modified coinsurance reserve adjustments on reinsurance ceded are recorded as revenue.

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aa. Premium and related expense recognition

Life insurance premium revenue is generally recognized annually on the anniversary date of the policy. However, premium for flexible products, primarily universal life and variable universal life contracts, is recognized as revenue when received. Annuity premium is recognized as revenue when received. Disability income and long-term care premium is recognized as revenue when due.

Premium revenue is adjusted by the related deferred premium adjustment. Deferred premium adjusts for the overstatement created in the calculation of reserves as the reserve computation assumes the entire year’s net premium is collected annually at the beginning of the policy year and does not take into account installment or modal payments. Commissions and other costs related to issuance of new policies and policy maintenance and settlement costs are charged to current operations when incurred. Surrender fee charges on certain life and annuity products are recorded as a reduction of benefits and expenses.

bb. Realized capital gains (losses) including other-than-temporary impairments and unrealized capital gains (losses)

Realized capital gains (losses), net of taxes, exclude gains (losses) deferred into the IMR and gains (losses) of the separate accounts. Realized capital gains (losses) are recognized in net income and include OTTI, and are determined using the specific identification method.

Bonds - general

The Company employs a systematic methodology to evaluate OTTI by conducting a quarterly analysis of all bonds. The Company considers the following factors, where applicable depending on the type of securities, in the evaluation of whether a noninterest related decline in value is other than temporary: (a) the likelihood that the Company will be able to collect all amounts due according to the contractual terms of the debt security; (b) the present value of the expected future cash flows of the security; (c) the characteristics, quality and value of the underlying collateral or issuer securing the position; (d) collateral structure; (e) the length of time and extent to which the fair value has been below amortized cost; (f) the financial condition and near-term prospects of the issuer; (g) adverse conditions related to the security or industry; (h) the rating of the security; and (i) the Company’s ability and intent to hold the investment for a period of time sufficient to allow for an anticipated recovery to amortized cost.

The Company considers the following factors in the evaluation of whether a noninterest related decline in value is other than temporary: (a) the Company’s near-term intent to sell; (b) the Company’s contractual and regulatory obligations; and (c) the Company’s ability and intent not to sell the investment until anticipated recovery of the cost of the investment.

The Company also considers other qualitative and quantitative factors in determining the existence of OTTI including, but not limited to, unrealized loss trend analysis and significant short-term changes in value.

For corporate securities, if it is determined that a decline in the fair value of a bond is other than temporary, an OTTI is recognized in earnings as a realized loss equal to the difference between the investment’s amortized cost basis and, generally, its fair value at the balance sheet date. For loan-backed and structured securities, if the present value of cash flows expected to be collected is less than the amortized cost basis of the security, an OTTI is recognized in earnings as a realized loss equal to the difference between the investment’s amortized cost basis and the present value of cash flows expected to be collected. The expected cash flows are discounted at the security’s effective interest rate. Internal inputs used in determining the amount of the OTTI on structured securities include collateral performance including prepayment speeds, default rates, and loss severity based on borrower and loan characteristics, as well as deal structure including subordination, over-collateralization and cash flow priority. In addition, if the Company has the intent to sell, or the inability, or lack of intent to retain the investment for a period sufficient to recover the amortized cost basis, an OTTI is recognized in earnings as a realized loss equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date.

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When a bond is other-than-temporarily impaired, a new cost basis is established. For loan-backed and structured securities, any difference between the new amortized cost basis and any increased present value of future cash flows expected to be collected is accreted into net investment income over the expected life of the bond.

The impairment review process provides a framework for deriving OTTI in a manner consistent with market participant assumptions. In these analyses, collateral type, investment structure and credit quality are critical elements in determining OTTI.

Bonds - structured and loan-backed securities

ABS and MBS are evaluated for OTTI on a quarterly basis using scenarios customized by collateral type. Cash flow estimates are based on various assumptions and inputs obtained from external industry sources along with internal analysis and actual experience. Assumptions are based on the specifics of each security including collateral type, loan type, vintage and subordination level in the structure. Where applicable, assumptions include prepayment speeds, default rates and loss severity, weighted average maturity and changes in the collateral values.

The Company has a review process for determining if CDO investments are at risk for OTTI. For the senior, mezzanine and junior debt tranches, cash flows are modeled using five scenarios based on the current ratings and values of the underlying corporate credit risks and incorporating prepayment and default assumptions that vary according to collateral attributes of each deal. The prepayment and default assumptions are varied within each model based upon rating (base case), historical expectations (default), rating change improvement (optimistic), rating change downgrade (pessimistic) and fair value (market). The default rates produced by these five scenarios are assigned an expectation weight according to current market and economic conditions and fed into a sixth scenario. OTTI is recorded if this sixth scenario results in the loss of any principal or interest payments due.

For the most subordinated junior CDO tranches, the present value of the projected cash flows in the sixth scenario are measured using an effective yield. If the current book value of the security is greater than the present value measured using an effective yield, an OTTI is taken in an amount sufficient to produce its effective yield. Certain CDOs cannot be modeled using all six scenarios because of limitations on the data needed for all scenarios. The cash flows for these CDOs, including foreign denominated CDOs, are projected using a customized scenario management believes is reasonable for the applicable collateral pool.

Common and preferred stock

The cost basis of common and preferred stocks is adjusted for impairments deemed to be other than temporary. The Company considers the following factors in the evaluation of whether a decline in value is other than temporary: (a) the financial condition and near-term prospects of the issuer; (b) the Company’s ability and intent to retain the investment for a period sufficient to allow for a near-term recovery in value; and (c) the period and degree to which the value has been below cost. The Company conducts a quarterly analysis of issuers whose common or preferred stock is not-in-good standing or valued below 80% of cost. The Company also considers other qualitative and quantitative factors in determining the existence of OTTI including, but not limited to, unrealized loss trend analysis and significant short-term changes.

Mortgage loans

The Company performs internal reviews at least annually to determine if individual mortgage loans are performing or nonperforming. The fair values of performing mortgage loans are estimated by discounting expected future cash flows using current interest rates for similar loans with similar credit risk. For nonperforming loans, the fair value is the estimated collateral value of the underlying real estate. If foreclosure is probable, the Company will obtain an external appraisal.

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When, based upon current information and events, it is probable that the Company will be unable to collect all amounts of principal and interest due according to the contractual terms of the mortgage loan agreement, a valuation allowance is established, and recorded in net unrealized capital losses, for the excess of the carrying value of the mortgage loan over the fair value of its underlying collateral. Collectability and estimated decreases in collateral values are assessed on a loan-by-loan basis considering all events and conditions relevant to the loan. This evaluation, which is done on an individual loan basis, is inherently subjective as it requires estimates that are susceptible to significant revisions as more information becomes available, as changes occur in the market or as negotiations with the borrowing entity evolve. If there is a change in the fair value of the underlying collateral or the expected loss on the loan, the valuation allowance will be adjusted. An OTTI occurs upon the realization of a credit loss, typically through foreclosure or after a decision is made to accept a discounted payoff, and is recognized in realized capital losses. The previously recorded valuation allowance is reversed from unrealized capital losses. When an OTTI is recorded, a new cost basis is established reflecting management’s estimate of the fair value of the collateral.

Real estate

For real estate held for the production of income, depreciated cost is adjusted for impairments whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable, with the impairment being included in realized capital losses. An impairment will be required if the property’s estimated future net cash flows over ten years, undiscounted and without interest charges, is less than book value.

Adjustments to the carrying value of real estate held for sale are recorded in a valuation reserve as realized capital losses when the fair value less estimated selling costs is less than the carrying value. A new cost basis is recorded with an adjustment to realized capital losses.

Partnerships and LLCs

When it is probable that the Company will be unable to recover the outstanding carrying value of an investment based on undiscounted cash flows, or there is evidence indicating an inability of the investee to sustain earnings to justify the carrying value of the investment, OTTI is recognized in realized capital losses reflecting the excess of the carrying value over the estimated fair value of the investment. The estimated fair value is determined by assessing the value of the partnership’s or LLC’s underlying assets, cash flow, current financial condition and other market factors.

For determining impairments in partnerships that generate LIHTC, the Company uses the present value of all future benefits, the majority of which are tax credits, discounted at a risk-free rate ranging from 0.3% for future benefits of two years to 1.7% for future benefits of ten or more years and compares the results to its current book values. Impairments are recognized as realized capital losses.

Unrealized capital gains (losses)

Unrealized capital gains (losses) are recorded as a change in surplus net of tax.

cc. Employee compensation plans

The Company has a long-term incentive compensation plan, under which certain employees of the Company and its subsidiaries may be issued phantom share-based compensation awards. These awards include Phantom Stock Appreciation Rights (PSARs) and Phantom Restricted Stock (PRS). These awards do not grant an equity or ownership interest in the Company.

PSARs provide the participant with the opportunity to share in the value created in the total enterprise. The PSAR value is the appreciation in the phantom stock price between the grant price and the share price at the time of exercise. Awards can only be settled in cash. PSARs cliff vest at the end of three years and expire five years after the date of grant. Vested PSARs may be exercised during quarterly two-week exercise periods prior to expiration. The compensation expense for an individual award is recognized over the service period.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

PRS provide the participant with the opportunity to share in the value created in the total enterprise. Participants receive the full phantom share value (grant price plus/minus any change in share price) over the award period. Awards can only be settled in cash. PRS vests on a graded basis over five years, one third per year after years three, four and five. On each vesting date, a lump sum cash settlement is paid to the participant based on the number of shares vested multiplied by the most recent phantom stock price. Compensation expense is recognized on the accelerated attribution method. The accelerated attribution method recognizes compensation expense over the vesting period by which each separate payout year is treated as if it were, in substance, a separate award.

All awards granted under the Company’s plans are compensatory classified awards. Compensation costs are based on the most recent quarterly calculated intrinsic value of the PSARs (current share price less grant price per share not less than zero) and PRS (current share price per share), considering vesting provisions, net of forfeiture assumptions and are included in the Statutory Statements of Financial Position as a liability in general expenses due or accrued. The compensation expense for an individual award is recognized over the service period. The cumulative compensation expense for all outstanding awards in any period is equal to the change in calculated liability period over period. The requisite service period for the awards is the vesting period. Awards contain vesting conditions, whereby employees’ unvested awards immediately vest at the time of retirement, death or disability with a one year exercise period after termination. A formula serves as the basis for the phantom share price, based on the management basis core operating earnings of the Company and its subsidiaries. This phantom share price is calculated and communicated to all participants quarterly and is used in calculating the liability of the Company based on intrinsic value.

dd. Federal income taxes

Total federal income taxes are based upon the Company’s best estimate of its current and deferred tax assets or liabilities. Current tax expense is reported in the Statutory Statements of Income as federal income tax expense if resulting from operations and within net realized capital gains (losses) if resulting from capital transactions. Changes in the balances of deferred taxes, which provide for book versus tax temporary differences, are subject to limitations and are reported within various lines within surplus. Accordingly, the reporting of statutory to tax temporary differences, such as reserves and policy acquisition costs, and of statutory to tax permanent differences, such as tax-exempt interest and tax credits, results in effective tax rates in the Statutory Statements of Income that differ from the federal statutory tax rate.

3. New accounting standards

a. Adoption of new accounting standards

In June 2010, the NAIC clarified its intent regarding the bifurcation of all realized gains and losses on sales of loan-backed and structured securities. This guidance requires a cash flow analysis at the date of sale to bifurcate the realized gain or loss between credit and noncredit. The credit portion is reported in the AVR and the noncredit portion is deferred and amortized to the IMR. This guidance was issued as a revision to Statement of Statutory Accounting Principles (SSAP) No. 43R, “Loan-backed and Structured Securities,” and was effective January 1, 2011. The adoption of this guidance did not have a significant impact on the Company’s financial statements.

In October 2010, the NAIC modified the definitions of loan-backed and structured securities included in SSAP No. 43R. The revised definitions expand the requirement to include any securitized asset where the underlying cash flows are from all types of asset pools and not just those originating from either mortgages or securities. Regardless of the underlying collateral, each security structured through a special purpose entity, trust or LLC is expected to be reported as a SSAP No. 43R security, not as an issuer obligation under SSAP No. 26, “Bonds, excluding Loan-backed and Structured Securities.” This guidance was effective January 1, 2011. The adoption of this guidance did not have a significant impact on the Company’s financial statements.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

In October 2010, the NAIC revised guidance pertaining to disclosure of withdrawal characteristics. These revisions expand the disclosure requirements for annuity actuarial reserves and deposit liabilities by withdrawal characteristics in accordance with the following categories: general account, separate account with guarantees, separate account nonguaranteed and the total. This guidance was issued as SSAP No. 51, “Life Contracts,” SSAP No. 52, “Deposit-Type Contracts” and SSAP No. 61, “Life, Deposit-Type and Accident and Health Reinsurance” and was effective January 1, 2011. The adoption of this guidance did not have a significant impact on the Company’s financial statements.

In October 2010, the NAIC revised existing guidance pertaining to guarantees. These revisions require reporting entities to recognize, at the inception of a guarantee, a liability for the obligations it has undertaken in issuing the guarantee, even if the likelihood of having to make payments under the guarantee is remote. This includes related party guarantees, except when the transaction is considered an “unlimited guarantee,” such as a rating agency requirement to provide a commitment to support a subsidiary, or a guarantee made on behalf of a wholly owned subsidiary. New disclosures require a listing of all guarantees, the carrying amount of the liability, the maximum exposure and any recourse provisions. This guidance was issued as SSAP No. 5R, “Liabilities, Contingencies and Impairments of Assets,” and applies to all guarantees issued and outstanding as of December 31, 2011. The adoption of this guidance did not have a significant impact on the Company’s financial statements.

In March 2011, the NAIC issued revisions to SSAP No. 100, “Fair Value Measurements,” which requires additional fair value disclosures. These additional disclosures include a disclosure of the fair value hierarchy of items that are disclosed with a fair value measurement but are not valued at fair value in the balance sheet. Also, for financial instruments carried at fair value, companies are required to disclose purchases, sales, issuances and settlements on a gross basis for fair value measurements categorized in Level 3 of the fair value hierarchy. These new requirements were effective January 1, 2012.

In November 2011, the NAIC issued SSAP No. 101, “Income Taxes, A Replacement of SSAP No. 10R and SSAP No. 10.” This statement establishes statutory accounting principles for current and deferred federal and foreign income taxes and current state income taxes. This statement supersedes SSAP No. 10, “Income Taxes” and SSAP No. 10R, “Income Taxes, A Temporary Replacement of SSAP No. 10,” which expired on December 31, 2011. SSAP No. 101, which was effective on January 1, 2012, has: 1) restricted the ability to use the 3 years/15 percent of surplus admission rule to those reporting entities that meet the modified Risk Based Capital (RBC) ratio (Ex-DTA RBC ratio) threshold, 2) changed the recognition threshold for recording tax contingency reserves from a probable liability standard to a more-likely-than-not liability standard, 3) required the disclosure of tax planning strategies that relate to reinsurance and, 4) required consideration of reversal patterns of DTAs and Deferred Tax Liabilities (DTLs) in determining the extent to which DTLs could offset DTAs on the balance sheet. There was no cumulative effect of adopting this standard.

In August 2012, the NAIC issued new guidance pertaining to share-based payments. This new standard provides statutory accounting guidance on transactions in which an entity awards employees in share-based payments. It requires entities to measure share-based payments in the financial statements using a fair value-based measurement objective and recognize the compensation costs as employee services are consumed. It substantially adopts the stock compensation guidance in U.S. GAAP under Accounting Standards Codification (ASC) Topic 718, Stock Compensation, which the Company has applied to its accounting for the phantom stock appreciation rights and phantom restricted stock since 2008. This guidance was issued as SSAP No. 104, “Share-Based Payments – Revised,” which supersedes SSAP No. 13, “Stock Options and Stock Purchase Plans,” and it is effective prospectively for years beginning on January 1, 2013, although early adoption is permitted for December 31, 2012 financial statements. The Company early adopted this standard in 2012 and the adoption had no impact on the financial statements.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

b. Future adoption of new accounting standards

In March 2012, the NAIC issued SSAP No. 102 “Accounting for Pensions, Replacement of SSAP No. 89”. Under this SSAP, the statutory accounting standards will be similar to U.S. GAAP accounting standards. This SSAP will require the Pension liability to include the unfunded projected benefit obligation, including non-vested participants if any. The adoption of this SSAP is expected to create an additional pension liability of approximately $43 million. This new requirement is effective January 1, 2013. Upon adoption, the Company will immediately record an additional liability of $8 million and the remaining $35 million (transition) liability will be deferred and recognized over a period up to 10 years.

In March 2012, the NAIC issued SSAP No. 92, “Accounting for Postretirement Benefits Other Than Pensions, A Replacement of SSAP No. 14.” Under this SSAP, participants not yet eligible to retire will also be included in the accumulated postretirement benefit obligation. The accumulated postretirement benefit obligation is already recorded on a U.S. GAAP basis on the books of MMHLLC, a subsidiary of the Company. The U.S. GAAP equity of this subsidiary is included in admitted assets of the Company for statutory purposes. Therefore, there will be no impact from the adoption of this SSAP besides disclosure. This new requirement is effective January 1, 2013.

In March 2012, the NAIC issued SSAP No. 103, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” This SSAP will supersede SSAP No. 91R, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. The change to SSAP No. 91R incorporates the U.S. GAAP guidance of the Financial Accounting Standards Board (FASB) Statement No. 166, “Accounting for Transfers and Servicing of Financial Assets, an amendment of FASB Statement No. 140,” and Accounting Standards Update (ASU) No. 2011-03, “Transfers and Servicing (Topic 860), Reconsideration of Effective Control for Repurchase Agreements,” with modifications to conform the guidance to statutory accounting concepts. These modifications are primarily related to concepts that are not applicable or consistent with statutory accounting (e.g., rejection of U.S. GAAP consideration for consolidated affiliates, references to U.S. GAAP standards, methods, references and guidance not adopted for/applicable to statutory accounting). The Company is required to adopt the guidance prospectively as of January 1, 2013. Early adoption is not permitted. Adoption of this guidance is not expected to have a significant impact on the Company’s financial statements.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

4. Investments

The Company maintains a diversified investment portfolio. Investment policies limit concentration in any asset class, geographic region, industry group, economic characteristic, investment quality or individual investment.

a. Bonds

The carrying value and fair value of bonds were as follows:

			December 31, 2012
	Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
			(In Millions)
U.S. government and agencies	$	7,654	$	1,148	$	6	$	8,796
All other governments		126		38		-		164
States, territories and possessions		1,449		192		-		1,641
Special revenue		3,983		964		2		4,945
Industrial and miscellaneous		38,419		4,003		223		42,199
Parent, subsidiaries and affiliates		5,260		325		112		5,473
Total	$	56,891	$	6,670	$	343	$	63,218

Note: The unrealized losses exclude $16 million of losses embedded in the carrying value, which include $11 million from NAIC Category 6 bonds and $5 million from RMBS and CMBS whose ratings were obtained from outside modelers.

			December 31, 2011
	Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
			(In Millions)
U.S. government and agencies	$	9,177	$	1,821	$	-	$	10,998
All other governments		112		36		-		148
States, territories and possessions		1,281		131		3		1,409
Special revenue		2,341		349		1		2,689
Industrial and miscellaneous		35,558		2,950		930		37,578
Parent, subsidiaries and affiliates		4,995		248		213		5,030
Total	$	53,464	$	5,535	$	1,147	$	57,852

Note: The unrealized losses exclude $31 million of losses embedded in the carrying value, which include $25 million from NAIC Category 6 bonds and $6 million from RMBS and CMBS whose ratings were obtained from outside modelers.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The quality of the bond portfolio is determined by the use of SVO ratings and the equivalent rating agency designations, except for RMBS and CMBS that use outside modelers. The following sets forth the NAIC class ratings for the bond portfolio including RMBS and CMBS as of December 31, 2012 and 2011.

		December 31,
		2012					2011
NAIC Class	Equivalent Rating Agency Designation	Carrying Value		% of Total			Carrying Value		% of Total
		($ In Millions)
1	Aaa/Aa/ A	$	34,375		61	%	$	33,712		63	%
2	Baa		18,918		33			16,395		31
3	Ba		1,685		3			1,599		3
4	B		1,110		2			915		2
5	Caa and lower		679		1			718		1
6	In or near default		124		-			125		-
	Total	$	56,891		100	%	$	53,464		100	%

The following sets forth RMBS and CMBS subject to modeling as of December 31, 2012 and 2011 after reflection of the mandated adjustment to NAIC designation from future loss modeling performed by outside modelers:

December 31,
	2012										2011
	RMBS					CMBS					RMBS					CMBS
NAIC Class	Carrying Value		% of Total			Carrying Value		% of Total			Carrying Value		% of Total			Carrying Value		% of Total
	($ In Millions)
1	$	1,856		97	%	$	2,775		100	%	$	2,132		84	%	$	2,895		100	%
2		22		1			-		-			122		5			6		-
3		21		1			8		-			121		5			8		-
4		15		1			8		-			137		5			9		-
5		6		-			-		-			16		1			4		-
6		-		-			-		-			2		-			-		-
	$	1,920		100	%	$	2,791		100	%	$	2,530		100	%	$	2,922		100	%

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following summarizes the carrying value and fair value of bonds as of December 31, 2012 by contractual maturity. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without prepayment penalties. Securities not due on a single maturity date are included as of the final maturity date.

	Carrying Value		Fair Value
	(In Millions)
Due in one year or less	$	2,057	$	2,043
Due after one year through five years		14,096		15,152
Due after five years through ten years		18,674		20,901
Due after 10 years		22,064		25,122
Total	$	56,891	$	63,218

Sales proceeds and related gross realized capital gains (losses) from bonds were as follows:

	Years Ended December 31,
	2012			2011			2010
	(In Millions)
Proceeds from sales	$	5,104		$	8,981		$	8,602
Gross realized capital gains from sales		292			436			257
Gross realized capital losses from sales		(38	)		(152	)		(163	)

The following is an analysis of the fair values and gross unrealized losses aggregated by bond category and length of time that the securities were in a continuous unrealized loss position as of December 31, 2012 and 2011:

	December 31, 2012
	Less Than 12 Months						12 Months or Longer
	Fair Value		Unrealized Losses		Number of Issuers		Fair Value		Unrealized Losses		Number of Issuers
					($ In Millions)
U.S. government and agencies	$	1,287	$	6		2	$	-	$	-		-
States, territories and possessions		56		1		6		-		-		-
Special revenue		52		1		63		9		2		68
Industrial and miscellaneous		2,243		56		248		2,695		174		522
Parent, subsidiaries and affiliates		14		5		4		769		114		17
Total	$	3,652	$	69		323	$	3,473	$	290		607

Note: The unrealized losses include $16 million of losses embedded in the carrying value, which include $11 million from NAIC Category 6 bonds and $5 million from RMBS and CMBS whose ratings were obtained from outside modelers.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

	December 31, 2011
	Less Than 12 Months						12 Months or Longer
	Fair Value		Unrealized Losses		Number of Issuers		Fair Value		Unrealized Losses		Number of Issuers
					($ In Millions)
States, territories and possessions	$	67	$	1		6	$	32	$	2		1
Special revenue		28		1		79		-		-		-
Industrial and miscellaneous		4,524		199		629		3,573		750		756
Parent, subsidiaries and affiliates		2,010		74		25		500		151		18
Total	$	6,629	$	275		739	$	4,105	$	903		775

Note: The unrealized losses include $31 million of losses embedded in the carrying value, which include $25 million from NAIC Category 6 bonds and $6 million from RMBS and CMBS whose ratings were obtained from outside modelers.

Based on the Company’s policies, as of December 31, 2012 and 2011, the Company has not deemed these unrealized losses to be other than temporary because the carrying value of the investments is expected to be realized based on the Company’s analysis of fair value or, for loan-backed and structured securities, based on present value of cash flows, and the Company has the ability and intent not to sell these investments until recovery, which may be maturity.

As of December 31, 2012, investments in structured and loan-backed securities that had unrealized losses, which were not recognized in earnings, had a fair value of $2,270 million. Securities in an unrealized loss position for less than 12 months had a fair value of $237 million and unrealized losses of $5 million. Securities in an unrealized loss position for greater than 12 months had a fair value of $2,033 million and unrealized losses of $166 million. These securities were primarily categorized as industrial and miscellaneous and parent, subsidiaries and affiliates.

In the course of the Company’s investment management activities, securities may be sold and reacquired within 30 days of the sale date to enhance the Company’s yield on its investment portfolio. The Company did not sell any securities with the NAIC Designation 3 or below for the years ended December 31, 2012 or 2011 that were reacquired within 30 days of the sale date.

The Company had assets which were on deposit with government authorities or trustees as required by law in the amount of $70 million and $71 million as of December 31, 2012 and 2011, respectively.

Residential mortgage-backed exposure

RMBS are included in the U.S. government, special revenue, and industrial and miscellaneous bond categories. The Alt-A category includes option adjustable rate mortgages and the subprime category includes ‘scratch and dent’ or reperforming pools, high loan-to-value pools, and pools where the borrowers have very impaired credit but the average loan-to-value is low, typically 70% or below. In identifying Alt-A and subprime exposure, management used a combination of qualitative and quantitative factors, including FICO scores and loan-to-value ratios.

As of December 31, 2012 and 2011, RMBS had a total carrying value of $2,981 million and $3,886 million and a fair value of $3,217 million and $3,648 million, of which approximately 38% and 40%, based on carry value, was classified as Alt-A, respectively. As of December 31, 2012 and 2011, Alt-A and subprime RMBS had a total carrying value of $1,669 million and $2,257 million and a fair value of $1,718 million and $1,808 million, respectively.

During the year ended December 31, 2012, there were no significant credit downgrades for the securities held by the Company that were backed by residential mortgage pools.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Leveraged loan exposure

Leveraged loans are loans extended to companies that already have considerable amounts of debt. The Company reports leveraged loans as bonds. These leveraged loans have interest rates higher than typical loans reflecting the additional risk of default from issuers with high debt-to-equity ratios.

As of December 31, 2012 and 2011, total leveraged loans and leveraged loan CDOs had a carrying value of $5,504 million and $5,483 million and a fair value of $5,633 million and $5,355 million, of which approximately 84% and 90%, based on carrying value, were domestic leveraged loans and CDOs, respectively.

Commercial mortgage-backed exposure

The Company holds bonds backed by pools of commercial mortgages. The mortgages in these pools have varying risk characteristics related to underlying collateral type, borrower’s risk profile and ability to refinance, and the return provided to the borrower from the underlying collateral. These investments had a carrying value of $2,882 million and fair value of $3,150 million as of December 31, 2012 and a carrying value of $3,053 million and fair value of $3,220 million as of December 31, 2011.

b. Preferred stocks

The Company held preferred stocks with carrying values of $336 million and fair values of $358 million as of December 31, 2012 and carrying values of $323 million and fair values of $310 million as of December 31, 2011.

The Company held preferred stocks for which the transfer of ownership was restricted by contractual requirements with carrying values of $266 million as of December 31, 2012 and $254 million as of December 31, 2011.

c. Common stocks - unaffiliated

The adjusted cost basis and carrying value of unaffiliated common stocks were as follows:

	December 31,
	2012			2011
	(In Millions)
Adjusted cost basis	$	769		$	542
Gross unrealized gains		104			73
Gross unrealized losses		(39	)		(39	)
Carrying value	$	834		$	576

As of December 31, 2012, investments in unaffiliated common stocks in an unrealized loss position included holdings with a fair value of $443 million in 237 issuers. These holdings were in an unrealized loss position of $39 million, $31 million of which were in an unrealized loss position more than 12 months. As of December 31, 2011, investments in unaffiliated common stocks in an unrealized loss position included holdings with a fair value of $273 million in 333 issuers. These holdings were in an unrealized loss position of $39 million, $3 million of which were in an unrealized loss position more than 12 months. Based upon the Company’s impairment review process discussed in Note 2bb. “Realized capital gains (losses) including other-than-temporary impairments and unrealized capital gains (losses)” the decline in value of these securities was not considered to be other than temporary as of December 31, 2012 or 2011.

The Company held common stocks for which the transfer of ownership was restricted by contractual requirements with carrying values of $235 million as of December 31, 2012 and $223 million as of December 31, 2011.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

d. Common stocks - subsidiaries and affiliates

The Company has two primary domestic life insurance subsidiaries, C.M. Life, a subsidiary which primarily provides fixed and variable annuities and universal life insurance business, and MML Bay State, a subsidiary of C.M. Life which primarily provides variable life and bank-owned life insurance business.

Summarized below is combined statutory financial information for the unconsolidated domestic life insurance subsidiaries:

	As of and for Years Ended
	December 31,
	2012		2011		2010
	(In Billions)
Total revenue	$	0.9	$	0.9	$	1.0
Net income		0.1		0.1		0.1
Assets		13.1		12.8		12.8
Liabilities		11.9		11.7		11.8
Stockholder’s equity		1.2		1.1		1.0

MMHLLC is the parent of subsidiaries that include OppenheimerFunds, Inc. (OFI), Babson Capital Management LLC (Babson Capital), Baring Asset Management Limited (Baring) and its investment in international life insurance operations in Japan and Hong Kong; these subsidiaries deal in markets that include retail and institutional asset management entities, registered broker dealers, and international life and annuity operations.

Summarized below is U.S. GAAP financial information for MMHLLC:

	As of and for Years Ended
	December 31,
	2012		2011		2010
	(In Billions)
Total revenue	$	6.2	$	4.9	$	6.2
Net income (loss)		0.2		0.3		(0.3	)
Assets		53.5		50.7		50.9
Liabilities		43.6		42.4		43.1
Equity		9.9		8.3		7.8

The U.S. GAAP equity values in the preceding table consist of MMHLLC statutory carrying values of $4,271 million and $3,413 million as of December 31, 2012 and 2011, respectively, plus the carrying value of MMHLLC that is nonadmitted under statutory accounting principles. The current fair value of MMHLLC remains significantly greater than its statutory carrying amount.

On April 16, 2010, a lawsuit was filed in New York state court against OFI, its subsidiary HarbourView Asset Management Corporation (HVAMC) and AAArdvark IV Funding Limited (AAArdvark IV) in connection with the investment made by TSL (USA) Inc., an affiliate of National Australia Bank Limited, in AAArdvark IV. The complaint alleges breach of contract, breach of the covenant of good faith and fair dealing, gross negligence, unjust enrichment and conversion. The complaint seeks compensatory and punitive damages, along with attorney fees. The court has dismissed certain equitable claims against OFI and HVAMC, leaving only the claims for breach of contract. Plaintiffs filed an amended complaint with additional contractual claims. In October 2011, defendants moved to dismiss the complaint to the extent it seeks damages in the form of a return of the plaintiffs’ full principal

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

investment. In December 2011, plaintiffs filed a motion for partial summary judgment. In January 2012, the court granted in part defendant’s motion to dismiss and denied plaintiffs’ motion for partial summary judgment. In April 2012, plaintiffs filed a motion for leave to file a third amended complaint, which would add a fraud claim and additional allegations in support of plaintiffs’ contract claims. In August 2012, plaintiffs and defendants separately filed motions for partial summary judgment which were argued in October 2012. OFI believes it has substantial defenses to the remaining claims and will continue to vigorously defend itself in these actions. No reasonable estimate can be made at this time regarding the potential liability, if any, or the amount or range of any loss that may result from these claims.

On July 15, 2011, a lawsuit was filed in New York State Supreme Court against OFI, HVAMC and AAArdvark I Funding Limited (AAArdvark I), in connection with investments made by TSL (USA) Inc. and other investors in AAArdvark I. The complaint alleges breach of contract against each of the defendants and seeks compensatory damages and costs and disbursements, including attorney fees. In October 2011, defendants moved to dismiss the complaint to the extent it seeks damages in the form of a return of the plaintiffs’ full principal investment. In January 2012, the court granted in part defendant’s motion to dismiss. OFI believes it has substantial defenses to the remaining claims and will continue to vigorously defend itself in these actions. No reasonable estimate can be made at this time regarding the potential liability, if any, or the amount or range of any loss that may result from these claims.

On November 9, 2011, a lawsuit was filed in New York State Supreme Court against OFI, HVAMC and AAArdvark XS Funding Limited (AAArdvark XS) in connection with the investment made by Scaldis Capital Limited, predecessor in interest to plaintiff Royal Park Investments SA/NV, in AAArdvark XS. The complaint alleges breach of contract against the defendants and seeks compensatory damages and an award of attorney fees and litigation expenses. OFI believes it has substantial defenses and will vigorously defend itself in these actions. No reasonable estimate can be made at this time regarding the potential liability, if any, or the amount or range of any loss that may result from these claims.

Beyond these matters, MMHLLC’s subsidiaries are involved in litigation and investigations arising in the ordinary course of the subsidiaries’ businesses. Although the Company is not aware of any actions or allegations that reasonably should give rise to a material adverse impact to the Company’s financial position or liquidity, because of the uncertainties involved with some of these matters, future revisions to the estimates of the potential liability could materially affect the Company’s financial position.

Historically, the Company has reinvested a substantial portion of its unrestricted earnings in its international insurance subsidiaries’ operations. In 2010, the Company sold its interests in its indirect Taiwan subsidiary, MassMutual Mercuries Life Insurance Company. This sale resulted in a $119 million increase to the statutory value of MMHLLC.

The Company received $25 million, $250 million and $225 million of cash dividends, recorded in net investment income, from MMHLLC in 2012, 2011 and 2010, respectively.

In 2012, the Company contributed capital of $75 million to MSC Holding Company, LLC, a wholly owned subsidiary of the Company. In 2011, the Company contributed capital of $250 million to MMHLLC. In 2010, the Company did not contribute capital to its subsidiaries, including MMHLLC.

The Company held debt issued by MMHLLC that amounted to $1,993 million as of December 31, 2012 and 2011. On March 25, 2010, the Company and MMHLLC completed an equity for debt swap. MMHLLC swapped $500 million of the Company’s contributed capital for $500 million of additional notes payable to the Company. No cash was distributed by MMHLLC. The Company recorded interest income on MMHLLC debt of $117 million, $118 million and $113 million in 2012, 2011 and 2010, respectively.

The Company held common stocks for which the transfer of ownership was restricted by contractual requirements with carrying values of $23 million as of December 31, 2012 and $8 million as of December 31, 2011.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The Company does not rely on dividends from its subsidiaries to meet its operating cash flow requirements. For the domestic life insurance subsidiaries, substantially all of their statutory shareholder’s equity of approximately $961 million as of December 31, 2012 was subject to dividend restrictions imposed by various state regulations.

e. Mortgage loans

Mortgage loans are comprised of commercial mortgage loans and residential mortgage loans. The Company’s commercial mortgage loans primarily finance various types of commercial real estate properties throughout the U.S. and Canada. The Company holds commercial mortgage loans for which it is the primary lender and mezzanine loans for which the Company is a secondary lender for commercial properties in development. These loans have varying risk characteristics including, among others, the borrower’s liquidity, the underlying percentage of completion of a project, the returns generated by the collateral, the refinance risk associated with maturity of the loan and deteriorating collateral value.

Residential mortgage loans are seasoned pools of homogeneous residential mortgage loans substantially backed by FHA and VA guarantees. The Company does not originate any residential mortgages but invests in seasoned residential mortgage loan pools that may contain mortgages of subprime credit quality. As of December 31, 2012 and 2011, the Company did not have any direct subprime exposure through the purchases of unsecuritized whole-loan pools.

Geographical concentration is considered prior to the purchase of mortgage loans and residential mortgage loan pools. The mortgage loan portfolio is diverse with no significant concentrations in any particular geographic region of the country for the years ended December 31, 2012 and 2011.

The carrying value and fair value of the Company’s mortgage loans were as follows:

	December 31,
	2012				2011
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(In Millions)
Commercial mortgage loans:
Primary lender	$	11,777	$	12,112	$	10,199	$	10,463
Mezzanine loans		35		35		41		44
Total commercial mortgage loans		11,812		12,147		10,240		10,507
Residential mortgage loans:
FHA insured and VA guaranteed		2,130		2,147		2,139		2,126
Other residential loans		15		15		19		19
Total residential mortgage loans		2,145		2,162		2,158		2,145
Total mortgage loans	$	13,957	$	14,309	$	12,398	$	12,652

FF-32

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

As of December 31, 2012, scheduled mortgage loan maturities, net of valuation allowances, for commercial and residential loans were as follows (in millions):

2013	$	986
2014		756
2015		977
2016		2,135
2017		1,660
Thereafter		5,298
Commercial mortgage loans		11,812
Residential mortgage loans		2,145
Total	$	13,957

The Company uses an internal rating system as its primary method of monitoring credit quality. The following illustrates the Company’s mortgage loan portfolio categorized by what it believes is the equivalent rating agency designation (classification of prior year amounts has been adjusted to conform with the Company's current year translation method):

	December 31, 2012
	AAA/AA/A		BBB		BB		B		CCC and Lower		Total
		(In Millions)
Commercial mortgage loans:
Primary lender	$	4,637	$	4,987	$	1,076	$	820	$	257	$	11,777
Mezzanine loans		-		-		22		-		13		35
Total commercial mortgage loans		4,637		4,987		1,098		820		270		11,812
Residential mortgage loans:
FHA insured and VA guaranteed		2,130		-		-		-		-		2,130
Other residential loans		15		-		-		-		-		15
Total residential mortgage loans		2,145		-		-		-		-		2,145
Total mortgage loans	$	6,782	$	4,987	$	1,098	$	820	$	270	$	13,957

	December 31, 2011
	AAA/AA/A		BBB		BB		B		CCC and Lower		Total
		(In Millions)
Commercial mortgage loans:
Primary lender	$	3,377	$	4,321	$	1,503	$	978	$	20	$	10,199
Mezzanine loans		-		-		-		28		13		41
Total commercial mortgage loans		3,377		4,321		1,503		1,006		33		10,240
Residential mortgage loans:
FHA insured and VA guaranteed		2,139		-		-		-		-		2,139
Other residential loans		19		-		-		-		-		19
Total residential mortgage loans		2,158		-		-		-		-		2,158
Total mortgage loans	$	5,535	$	4,321	$	1,503	$	1,006	$	33	$	12,398

FF-33

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The loan-to-value ratios by property type of the Company’s commercial mortgage loans were as follows:

	December 31, 2012
	Less than 80%		81% to 95%		Above 95%		Total		% of Total
	($ In Millions)
Office	$	4,189	$	230	$	122	$	4,541		39	%
Apartments		2,419		82		105		2,606		22
Industrial and other		1,719		695		5		2,419		20
Retail		1,123		29		248		1,400		12
Hotels		816		11		19		846		7
Total	$	10,266	$	1,047	$	499	$	11,812		100	%

	December 31, 2011
	Less than 80%		81% to 95%		Above 95%		Total		% of Total
	($ In Millions)
Office	$	3,288	$	429	$	84	$	3,801		38	%
Apartments		2,347		224		123		2,694		26
Industrial and other		1,142		705		125		1,972		19
Retail		886		30		248		1,164		11
Hotels		590		-		19		609		6
Total	$	8,253	$	1,388	$	599	$	10,240		100	%

FF-34

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The geographic distribution of commercial mortgage loans was as follows:

	December 31, 2012
	Carrying Value		Average Loan-to-Value Ratio
	($ In Millions)
California	$	2,766		63	%
Texas		1,401		64	%
Illinois		960		68	%
Massachusetts		951		60	%
New York		908		54	%
District of Columbia		698		49	%
All other states		3,664		61	%
Canada		340		58	%
United Kingdom		124		48	%
Total commercial mortgage loans	$	11,812		61	%
Note: All other states consists of 34 states, with no individual state exposure exceeding $450 million.

	December 31, 2011
	Carrying Value		Average Loan-to-Value Ratio
	($ In Millions)
California		$     2,385		69	%
Texas		1,299		64	%
Illinois		888		70	%
Massachusetts		721		62	%
New York		719		52	%
District of Columbia		437		66	%
All other states		3,222		62	%
Canada		569		69	%
Total commercial mortgage loans		$   10,240		65	%
Note: All other states consists of 32 states, with no individual state exposure exceeding $400 million.

FF-35

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Mortgage loan interest rates, including fixed and variable, on the Company’s portfolio of mortgage loans were:

	December 31,
	2012									2011
	Low			High			Weighted Average			Low			High			Weighted Average
Commercial mortgage loans		1.2	%		10.5	%		5.0	%		0.9	%		9.8	%		5.4	%
Residential mortgage loans		2.6	%		12.8	%		5.8	%		3.0	%		12.9	%		5.9	%
Mezzanine mortgage loans		8.5	%		17.0	%		10.1	%		8.5	%		18.0	%		11.9	%

Mortgage loan interest rates, including fixed and variable, on new issues were:

	Years Ended December 31,
	2012									2011
	Low			High			Weighted Average			Low			High			Weighted Average
Commercial mortgage loans		3.3	%		7.2	%		4.2	%		3.5	%		7.5	%		4.7	%
Residential mortgage loans		5.1	%		5.7	%		5.1	%		5.1	%		6.2	%		5.3	%
Mezzanine mortgage loans		-	%		-	%		-	%		8.5	%		8.5	%		8.5	%

The maximum percentage of any one commercial mortgage loan to the estimated value of secured collateral at the time the loan was originated, exclusive of mezzanine, insured, guaranteed or purchase money mortgages, was 93.0% as of December 31, 2012 and 2011. The maximum percentage of any one mezzanine loan to the estimated value of secured collateral at the time the loan was originated was 93.0% as of December 31, 2012 and 97.0% as of December 31, 2011.

The following presents a summary of the Company’s impaired mortgage loans:

	December 31, 2012
	Carrying Value		Average Carrying Value		Unpaid Principal Balance		Valuation Allowance			Interest Income
	(In Millions)
With allowance recorded:
Commercial mortgage loans:
Primary lender	$	53	$	53	$	68	$	(5	)	$	5
Mezzanine loans		2		1		11		(9	)		-
Total		55		54		79		(14	)		5
With no allowance recorded:
Commercial mortgage loans:
Mezzanine loans		-		-		13		-			-
Total impaired commercial mortgage loans	$	55	$	54	$	92	$	(14	)	$	5

FF-36

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

	December 31, 2011
	Carrying Value		Average Carrying Value		Unpaid Principal Balance		Valuation Allowance			Interest Income
	(In Millions)
With allowance recorded:
Commercial mortgage loans:
Primary lender	$	84	$	93	$	103	$	(19	)	$	7
Mezzanine loans		1		3		29		(27	)		-
Total		85		96		132		(46	)		7
With no allowance recorded:
Commercial mortgage loans:
Mezzanine loans		5		12		39		-			-
Total impaired commercial mortgage loans	$	90	$	108	$	171	$	(46	)	$	7
	December 31, 2010
	Carrying Value		Average Carrying Value		Unpaid Principal Balance		Valuation Allowance			Interest Income
	(In Millions)
With allowance recorded:
Commercial mortgage loans:
Primary lender	$	533	$	539	$	606	$	(71	)	$	34
Mezzanine loans		25		27		85		(59	)		2
Total		558		566		691		(130	)		36
With no allowance recorded:
Commercial mortgage loans:
Mezzanine loans		-		-		18		-			-
Total impaired commercial mortgage loans	$	558	$	566	$	709	$	(130	)	$	36

FF-37

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following presents changes in the valuation allowance recorded for the Company’s mortgage loans:

	Years Ended December 31,
	2012									2011									2010
	Commercial
	Primary   Lender			Mezzanine			Total			Primary Lender			Mezzanine			Total			Primary Lender			Mezzanine			Total
	(In Millions)
Beginning balance	$	(19	)	$	(27	)	$	(46	)	$	(71	)	$	(59	)	$	(130	)	$	(117	)	$	(56	)	$	(173	)
Additions		-			-			-			(19	)		(10	)		(29	)		(28	)		(9	)		(37	)
Decreases		3			5			8			50			1			51			30			6			36
Write-downs		11			13			24			21			41			62			44			-			44
Ending balance	$	(5	)	$	(9	)	$	(14	)	$	(19	)	$	(27	)	$	(46	)	$	(71	)	$	(59	)	$	(130	)

As of December 31, 2012, the Company did not hold any past due commercial or residential mortgage loans. The carrying value of commercial mezzanine loans for which the Company has suspended interest accruals was $13 million as of December 31, 2012 and $32 million as of December 31, 2011. The Company did not have any mortgage loans with interest more than 180 days past due as of December 31, 2012, 2011 or 2010. The Company had one restructured commercial mortgage loan with a total carrying value of less than $1 million as of December 31, 2012 and 2011. There were no restructured residential mortgage loans as of December 31, 2012 or 2011.

f. Real estate

The carrying value of real estate was as follows:

	December 31,
	2012			2011
	(In Millions)
Held for the production of income	$	2,214		$	2,221
Accumulated depreciation		(968	)		(887	)
Encumbrances		(213	)		(256	)
Held for the production of income, net		1,033			1,078
Held for sale		-			9
Occupied by the Company		233			227
Accumulated depreciation		(133	)		(122	)
Occupied by the Company, net		100			105
Total real estate	$	1,133		$	1,192

The Company invests in real estate as part of its diversified investment strategy. Properties are acquired and managed for net income growth and increasing value. Upon management’s approval for the sale of a property it is classified as held for sale.

As of December 31, 2012 and 2011, the carrying value of nonincome producing real estate was less than $1 million and was comprised of two land parcels.

Depreciation expense on real estate was $98 million for the year ended December 31, 2012, $97 million for the year ended December 31, 2011, and $93 million for the year ended December 31, 2010.

FF-38

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

g. Partnerships and limited liability companies

Partnership and LLC holdings, at carrying value, by annual statement category are:

	December 31,
	2012		2011
	(In Millions)
Common stocks	$	2,906	$	2,664
Real estate		1,600		1,333
Fixed maturities/preferred stock		1,482		1,103
Mortgage loans		277		297
LIHTC		219		187
Other		54		58
Total	$	6,538	$	5,642

There were no write-downs or reclassifications of LIHTC partnerships made during the years ended December 31, 2012 or 2011 due to forfeiture or ineligibility of tax credits or similar issues. In addition, there are no LIHTC properties currently subject to regulatory review.

h. Net investment income

Net investment income was derived from the following sources:

	Years Ended December 31,
	2012			2011			2010
	(In Millions)
Bonds	$	2,854		$	2,763		$	2,599
Preferred stocks		14			11			5
Common stocks - subsidiaries and affiliates		29			254			236
Common stocks - unaffiliated		33			14			11
Mortgage loans		720			668			629
Policy loans		670			655			654
Real estate		190			179			158
Partnerships and LLCs		550			412			364
Derivatives		207			138			134
Cash, cash equivalents and short-term investments		12			9			5
Other		3			4			2
Subtotal investment income		5,282			5,107			4,797
Amortization of the IMR		130			113			67
Net (losses) from separate accounts		-			-			(1	)
Investment expenses		(484	)		(437	)		(438	)
Net investment income	$	4,928		$	4,783		$	4,425

FF-39

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

i. Net realized capital gains (losses)

Net realized capital gains (losses) including OTTI were comprised of the following:

	Years Ended December 31,
	2012			2011			2010
	(In Millions)
Bonds	$	106		$	123		$	(84	)
Preferred stocks		11			-			8
Common stocks - subsidiaries and affiliates		63			18			4
Common stocks - unaffiliated		13			21			17
Mortgage loans		22			(61	)		(38	)
Real estate		21			30			65
Partnerships and LLCs		(40	)		(27	)		(36	)
Derivatives and other		(72	)		460			(20	)
Net realized capital gains (losses) before federal and state taxes and deferral to the IMR		124			564			(84	)
Net federal and state tax benefit (expense)		293			(174	)		(18	)
Net realized capital gains (losses) before deferral to the IMR		417			390			(102	)
Net after tax gains deferred to the IMR		(308	)		(589	)		(135	)
Net realized capital gains (losses)	$	109		$	(199	)	$	(237	)

Portions of realized capital gains (losses), deemed to be interest related, were deferred into the IMR. The IMR liability balance was $690 million as of December 31, 2012 and $546 million as of December 31, 2011 and was included in other liabilities on the Statutory Statements of Financial Position.

Refer to Note 2v. “Interest maintenance reserve” for information on the Company’s policy for IMR.

OTTI, which are included in the net realized capital gains (losses) above, consisted of the following:

	Years Ended December 31,
	2012			2011			2010
	(In Millions)
Bonds	$	(148	)	$	(161	)	$	(178	)
Common stocks		(4	)		(3	)		(2	)
Mortgage loans		(23	)		(64	)		(33	)
Partnerships and LLCs		(97	)		(54	)		(88	)
Total OTTI	$	(272	)	$	(282	)	$	(301	)

For the years ended December 31, 2012, 2011 and 2010, the Company recognized $98 million, $138 million and $152 million, respectively, of OTTI on structured and loan backed securities primarily due to the present value of expected cash flows being less than the amortized cost.

FF-40

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

For the year ended December 31, 2012, 64% of the $148 million of bond OTTI were determined using internally developed models. For the year ended December 31, 2011, 86% of the $161 million of bond OTTI were determined using internally developed models. For the year ended December 31, 2010, 85% of the $178 million of bond OTTI were determined using internally developed models.

The remaining OTTI amounts were determined using external inputs such as publicly observable fair values and credit ratings. Refer to Note 2bb. "Realized capital gains (losses) including other-than-temporary impairments and unrealized capital gains (losses)" for more information on assumptions and inputs used in the Company’s OTTI models.

Refer to Note 22. "Impairment listing for loan-backed and structured securities" for a CUSIP level list of impaired structured securities where the present value of cash flows expected to be collected is less than the amortized cost basis.

j. Securities sold under agreements to repurchase

The Company had securities sold under agreements to repurchase with carrying values of $3,822 million as of December 31, 2012 and $3,580 million as of December 31, 2011. As of December 31, 2012, the maturities of these agreements ranged from January 2, 2013 through January 4, 2013 and the interest rates ranged from 0.2% to 0.3%. The outstanding amounts were collateralized by bonds with a fair value of $3,868 million as of December 31, 2012 and $3,717 million as of December 31, 2011.

k. Derivative financial instruments

The Company uses derivative financial instruments in the normal course of business to manage risks, primarily to reduce currency, interest rate and duration imbalances determined in asset/liability analyses. The Company also uses a combination of derivatives and fixed income investments to create synthetic investment positions. These combined investments are created opportunistically when they are economically more attractive than the actual instrument or when the simulated instruments are unavailable. Synthetic assets can be created either to hedge and reduce the Company’s credit exposure or to create an investment in a particular asset. The Company held synthetic assets with a net notional amount of $2,745 million as of December 31, 2012 and $2,224 million as of December 31, 2011. Of this amount, $1,469 million as of December 31, 2012 and $190 million as of December 31, 2011, were considered replicated asset transactions as defined under statutory accounting principles as the pairing of a long derivative contract with a cash instrument held. The Company’s derivative strategy employs a variety of derivative financial instruments, including interest rate swaps, currency swaps, equity and credit default swaps, options, interest rate caps and floors, forward contracts and financial futures. Investment risk is assessed on a portfolio basis and individual derivative financial instruments are not generally designated in hedging relationships; therefore, as allowed by accounting rules, the Company intentionally has not applied hedge accounting.

Under interest rate swaps, the Company agrees, at specified intervals, to an exchange of variable rate and fixed rate interest payments calculated by reference to an agreed upon notional principal amount. Typically, no cash is exchanged at the outset of the contract and no principal payments are made by either party. Cash is paid or received based on the terms of the swap. These transactions are entered pursuant to master agreements that provide for a single net payment to be made by one counterparty at each due date. Interest rate swaps are primarily used to more closely match the cash flows of assets and liabilities. Interest rate swaps are also used to mitigate changes in the value of assets anticipated to be purchased and other anticipated transactions and commitments.

Under currency swaps, the Company agrees to an exchange of principal denominated in two different currencies at current rates, under an agreement to repay the principal at a specified future date and rate. The Company uses currency swaps for the purpose of managing currency exchange risks in its assets and liabilities.

FF-41

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Credit default swaps involve a transfer of the credit risk of fixed income instruments from one party to another in exchange for periodic premium payments. The buyer of the credit default swap receives credit protection, whereas the seller of the swap guarantees the credit worthiness of the underlying security. A credit default swap transfers the risk of default from the buyer of the swap to the seller. If a specified credit event occurs, as defined by the agreement, the seller is obligated to pay the counterparty the contractually agreed upon amount and receives in return the underlying security in an amount equal to the notional value of the credit default swap. A credit event is generally defined as default on contractually obligated interest or principal payments or bankruptcy.

The Company does not sell credit default swaps as a participant in the credit insurance market. The Company does, however, use credit default swaps as part of its investment management process. The Company buys credit default swaps as an efficient means to reduce credit exposure to particular issuers or sectors in the Company’s investment portfolio. The Company sells credit default swaps in order to create synthetic investment positions that enhance the return on its investment portfolio by providing comparable exposure to fixed income securities that might not be available in the primary market.

Options grant the purchaser the right to buy or sell a security or enter a derivative transaction at a stated price within a stated period. The Company’s option contracts have terms of up to 15 years. A swaption is an option to enter an interest rate swap at a future date. The Company purchases these options to protect against undesirable financial effects resulting from interest rate exposures that exist in its assets and/or liabilities.

Interest rate cap agreements are option contracts in which the seller agrees to limit the purchaser’s risk associated with an increase in a reference rate or index in return for a premium. Interest rate floor agreements are option contracts in which the seller agrees to limit the purchaser’s risk associated with a decline in a reference rate or index in return for a premium. The Company is exposed to policyholder surrenders during a rising interest rate environment. Interest rate cap and swaption contracts are used to mitigate the Company’s loss as interest rates rise. These derivative instruments are used to reduce the duration risk of fixed maturity investments to match certain life insurance products in accordance with the Company’s asset and liability management policy.

The Company adopted a clearly defined hedging strategy (CDHS) to enable the Company to incorporate currently held hedges in RBC calculations. The CDHS is used to significantly mitigate the impact that movements in capital markets have on the liabilities associated with annuity guarantees. The hedge portfolio is comprised mainly of interest rate swaps, equity swaps, interest rate swaptions and equity futures, and provides protection in the stress scenarios under which RBC is calculated. The hedge portfolio has offsetting impacts relative to the total asset requirement for RBC and surplus for GMDBs and VAGLBs.

The Company utilizes certain other agreements including forward contracts and financial futures to reduce exposures to various risks. Forward contracts and financial futures are used by the Company to manage market risks relating to interest rates. Currency forwards are contracts in which the Company agrees with other parties to exchange specified amounts of identified currencies at a specified future date. Typically, the exchange is agreed upon at the time of the contract. The Company also uses “to be announced” forward contracts (TBAs) to participate in the investment return on mortgage-backed securities. The Company believes that TBAs can provide a more liquid and cost effective method of participating in the investment return on mortgage-backed securities than purchasing or selling individual mortgage-backed pools. Typically, the price is agreed upon at the time of the contract and payment is made at a specified future date. The Company usually does not purchase TBAs with settlement by the first possible delivery date and thus accounts for these TBAs as derivatives. TBAs that settle on the first possible delivery date are accounted for as bonds. The Company’s futures contracts are exchange traded and have credit risk. Margin requirements are met with the deposit of securities. Futures contracts are generally settled with offsetting transactions.

FF-42

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The Company’s principal derivative market risk exposures are interest rate risk, which includes the impact of inflation, and credit risk. Interest rate risk pertains to the change in fair value of the derivative instruments as market interest rates move. The Company is exposed to credit-related losses in the event of nonperformance by counterparties to derivative financial instruments. To minimize credit risk, the Company and its derivative counterparties require collateral to be posted in the amount owed under each transaction, subject to threshold and minimum transfer amounts that are functions of the rating on the counterparty’s long-term, unsecured, unsubordinated debt. Additionally, in many instances, the Company enters agreements with counterparties that allow for contracts in a positive position, in which the Company is due amounts, to be offset by contracts in a negative position. This right of offset, combined with collateral obtained from counterparties, reduces the Company’s exposure. Collateral pledged by the counterparties was $2,257 million as of December 31, 2012 and $2,795 million as of December 31, 2011. In the event of default the full market value exposure at risk in a net gain position, net of offsets and collateral, was $30 million as of December 31, 2012 and $95 million as of December 31, 2011. The amount at risk using NAIC prescribed rules was $110 million as of December 31, 2012 and $121 million as of December 31, 2011. The Company regularly monitors counterparty credit ratings and exposures, derivative positions and valuations and the value of collateral posted to ensure counterparties are credit-worthy and the concentration of exposure is minimized. The Company monitors this exposure as part of its management of the Company’s overall credit exposures.

If amounts are due from the counterparty, they are reported as an asset. If amounts are due to the counterparty, they are reported as a liability. Negative values in the carrying value of a particular derivative category can result from the counterparty’s right to offset carrying value positions in the other derivative categories.

The following summarizes the carrying values and notional amounts of the Company’s derivative financial instruments:

	December 31, 2012
	Assets				Liabilities
	Carrying   Value		Notional Amount		Carrying Value			Notional  Amount
	(In Millions)
Interest rate swaps	$	2,403	$	104,023	$	156		$	8,993
Options		305		9,583		(4	)		43
Currency swaps		121		1,327		50			575
Forward contracts		16		3,199		-			249
Credit default swaps		13		1,164		-			35
Financial futures - long positions		-		2,270		-			-
Financial futures - short positions		-		352		-			-
Total	$	2,858	$	121,918	$	202		$	9,895

FF-43

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

	December 31, 2011
	Assets				Liabilities
	Carrying   Value		Notional Amount		Carrying Value			Notional  Amount
	(In Millions)
Interest rate swaps	$	2,606	$	96,739	$	147		$	8,264
Options		501		5,467		(47	)		300
Currency swaps		138		901		80			813
Forward contracts		48		3,940		(1	)		63
Credit default swaps		37		1,275		(1	)		35
Financial futures - long positions		-		1,661		-			-
Financial futures - short positions		-		1,276		-			-
Total	$	3,330	$	111,259	$	178		$	9,475

In most cases, the notional amounts are not a measure of the Company’s credit exposure. The exceptions to this rule are mortgage-backed forwards and credit default swaps that sell protection. In the event of default, the Company is fully exposed to the notional amounts of $2,745 million as of December 31, 2012 and $2,224 million as of December 31, 2011. Collateral is exchanged for all derivative types except mortgage-backed forwards. For all other contracts, the amounts exchanged are calculated on the basis of the notional amounts and the other terms of the instruments, which relate to interest rates, exchange rates, security prices or financial or other indices.

The weighted average fair value of outstanding derivative financial instrument assets was $3,035 million for the year ended December 31, 2012 and was $2,717 million for the year ended December 31, 2011. The weighted average fair value of outstanding derivative financial instrument liabilities was $183 million for the year ended December 31, 2012 and was $177 million for the year ended December 31, 2011.

The following represents the Company’s gross notional interest rate swap positions:

	December 31,
	2012		2011
	(In Millions)
Open interest rate swaps in a fixed pay position	$	60,608	$	57,962
Open interest rate swaps in a fixed receive position		50,408		44,503
Other interest related swaps		2,000		2,538
Total interest rate swaps	$	113,016	$	105,003

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following summarizes the Company’s net realized gains (losses) on closed contracts and change in net unrealized gains (losses) related to market fluctuations on open contracts by derivative type:

	December 31,
	2012						2011
	Net Realized Gains (Losses) Closed Contracts			Change In Net Unrealized Gains (Losses) Open Contracts			Net Realized Gains (Losses) Closed Contracts			Change In Net Unrealized Gains (Losses) Open Contracts
				(In Millions)
Interest rate swaps	$	(58	)	$	(212	)	$	1		$	549
Currency swaps		(41	)		13			(3	)		35
Options		17			(309	)		(85	)		320
Credit default swaps		4			(28	)		4			11
Forward contracts		131			(32	)		117			28
Financial futures - long positions		106			-			709			-
Financial futures - short positions		(226	)		-			(285	)		-
Total	$	(67	)	$	(568	)	$	458		$	943

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

5. Fair value of financial instruments

The following presents a summary of the carrying values and fair values of the Company’s financial instruments:

	December 31, 2012													December 31, 2011
	Carrying Value			Fair Value			Level 1		Level 2			Level 3		Carrying Value			Fair Value
	(In Millions)													(In Millions)
Financial assets:
Bonds:
U. S. government and agencies	$	7,654		$	8,796		$	-	$	8,783		$	13	$	9,177		$	10,998
All other governments		126			164			-		133			31		112			148
States, territories and possessions		1,449			1,641			-		1,641			-		1,281			1,409
Special revenue		3,983			4,945			-		4,945			-		2,341			2,689
Industrial and miscellaneous		38,419			42,199			-		26,930			15,269		35,558			37,578
Parent, subsidiaries and affiliates		5,260			5,473			-		1,433			4,040		4,995			5,030
Preferred stocks		336			358			-		73			285		323			310
Common stock - unaffiliated		834			834			620		59			155		576			576
Common stock - affiliated(1)		543			543			-		363			180		639			639
Mortgage loans - commercial		11,812			12,147			-		-			12,147		10,240			10,507
Mortgage loans - residential		2,145			2,162			-		-			2,162		2,158			2,145
Cash, cash equivalents and short-term investments		2,816			2,816			729		2,087			-		1,631			1,631
Separate account assets		52,340			52,340			35,306		16,524			510		41,532			41,532
Derivatives:
Interest rate swaps		2,403			2,382			-		2,382			-		2,606			2,606
Options		305			305			-		305			-		501			501
Currency swaps		121			121			-		121			-		138			138
Forward contracts		16			16			-		16			-		48			48
Credit default swaps		13			13			-		13			-		37			37
Financial liabilities:
Commercial paper		250			250			-		250			-		250			250
Securities sold under agreements to repurchase		3,822			3,822			-		3,822			-		3,580			3,580
Funding agreements		4,054			4,154			-		-			4,154		3,344			3,457
Investment-type insurance contracts:
Group annuity investment contracts		7,606			8,783			-		-			8,783		7,315			7,915
Individual annuity investment contracts		5,154			6,129			-		-			6,129		4,803			5,228
Supplementary investment contracts		1,020			1,021			-		-			1,021		990			991
Derivatives:
Interest rate swaps		156			157			-		157			-		147			147
Options		(4	)		(4	)		-		(4	)		-		(47	)		(47	)
Currency swaps		50			50			-		50			-		80			80
Forward contracts		-			-			-		-			-		(1	)		(1	)
Credit default swaps		-			-			-		-			-		(1	)		(1	)

⁽¹⁾Common stock - affiliated does not include MMHLLC (which had a statutory carrying value of $4,271 million as of December 31, 2012 and $3,413 million as of December 31, 2011) and C.M. Life Insurance Company (which had a statutory carrying value of $961 million as of December 31, 2012 and $ 930 million as of December 31, 2011).

FF-46

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance around fair value establishes a measurement framework that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques into three levels. Each level reflects a unique description of the inputs that are significant to the fair value measurements. The levels of the fair value hierarchy are as follows:

Level 1 – Observable inputs in the form of quoted prices for identical instruments in active markets.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be derived from observable market data for substantially the full term of the assets or liabilities.

Level 3 – One or more unobservable inputs that are supported by little or no market activity and are significant to fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using internal models, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

When available, the Company generally uses unadjusted quoted market prices from independent sources to determine the fair value of investments, and classifies such items within Level 1 of the fair value hierarchy. If quotable prices are not available, prices are derived from observable market data for similar assets in an active market or obtained directly from brokers for identical assets traded in inactive markets. Investments that are priced using these inputs are classified within Level 2 of the fair value hierarchy. When some of the necessary observable inputs are unavailable, fair value is based upon internally developed models. These models use inputs not directly observable or correlated with observable market data. Typical inputs, which are integrated in the Company’s internal discounted cash flow models and discounted earnings models include, but are not limited to, issuer spreads derived from internal credit ratings and benchmark yields such as London Inter-Bank Offered Rate (LIBOR), cash flow estimates and earnings before interest, taxes, depreciation and amortization estimates. Investments that are priced with such unobservable inputs are classified within Level 3 of the fair value hierarchy.

The Company has established and maintains policies and guidelines that govern its valuation methodologies and their consistent application. These policies and guidelines address the use of inputs, price source hierarchies and provide controls around the valuation processes. These controls include appropriate review and analysis of prices against market activity or indicators for reasonableness, approval of price source changes, price overrides, methodology changes and classification of fair value hierarchy levels. The valuation policies and guidelines are reviewed and updated as appropriate.

FF-47

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Annually, the Company reviews the primary pricing vendors to validate that the inputs used in that vendor’s pricing process are deemed to be market observable as defined above. While the Company was not provided access to proprietary models of the vendors, the reviews have included on-site walk-throughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also included an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes. In addition, the Company and its pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Company believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the applicable measurement date (exit prices) and are classified appropriately in the hierarchy.

The Company reviews the fair value hierarchy classifications at each reporting period. Overall, reclassifications between levels occur when there are changes in the observability of inputs and market activity used in the valuation of a financial asset or liability. Such reclassifications are reported as transfers between levels at the beginning fair value for the reporting period in which the changes occur. Given the types of assets classified as Level 1 (primarily equity securities and mutual fund investments), transfers between Level 1 and Level 2 measurement categories are expected to be infrequent. Transfers into and out of Level 3 are summarized in the schedule of changes in Level 3 assets and liabilities.

The fair value for investment-type insurance contracts and funding agreements is determined as follows:

The fair value of group annuity investment contracts is determined by multiplying the book value of the contract by an average market value adjustment factor. The market value adjustment factor is directly related to the difference between the book value of client liabilities and the present value of installment payments discounted at current market value yields. The market value yield is measured by the Barclay's Aggregate Bond Index and the installment period is equivalent to the duration of the Company’s invested asset portfolio.

The fair value of individual annuity investment and supplementary contracts is determined using one of several methods based on the specific contract type. For short-term contracts, generally less than 30 days, the fair value is assumed to be the book value. For contracts with longer durations, guaranteed investment contracts, funding agreements, and investment-type contracts, the fair value is determined by calculating the present value of future cash flows discounted at current market interest rates, the risk-free rate or a current pricing yield curve based on pricing assumptions using assets of a comparable corporate bond quality. Annuities receiving dividends are accumulated at the average minimum guaranteed rate and discounted at the risk-free rate. All others are valued using cash flow projections from the Company's asset-liability management analysis.

FF-48

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Fair value hierarchy

The following presents the Company’s fair value hierarchy for financial instruments that are carried at fair value:

	December 31, 2012
	Level 1		Level 2		Level 3		Netting(1)			Total
	(In Millions)
Financial assets:
Bonds:
Industrial and miscellaneous	$	-	$	14	$	12	$	-		$	26
Parent, subsidiaries and affiliates		-		3		-		-			3
Common stock - unaffiliated		620		59		155		-			834
Common stock - affiliated(2)		-		363		180		-			543
Cash equivalents and short-term investments(3)		-		2,087		-		-			2,087
Separate account assets		35,306		16,524		510		-			52,340
Derivatives:
Interest rate swaps		-		8,360		-		(5,957	)		2,403
Options		-		342		-		(37	)		305
Currency swaps		-		163		-		(42	)		121
Forward contracts		-		45		-		(29	)		16
Credit default swaps		-		21		-		(8	)		13
Total financial assets carried at fair value	$	35,926	$	27,981	$	857	$	(6,073	)	$	58,691
Financial liabilities:
Securities sold under agreement to repurchase	$	-	$	3,822	$	-	$	-		$	3,822
Derivatives:
Interest rate swaps		-		6,113		-		(5,957	)		156
Options		-		33		-		(37	)		(4	)
Currency swaps		-		92		-		(42	)		50
Forward contracts		-		29		-		(29	)		-
Credit default swaps		-		8		-		(8	)		-
Total financial liabilities carried at fair value	$	-	$	10,097	$	-	$	(6,073	)	$	4,024

⁽¹⁾Netting adjustments represent offsetting positions that may exist under a master netting agreement with a counterparty where amounts due from the counterparty are offset against amounts due to the counterparty.

⁽²⁾Common stock – affiliated does not include MMHLLC (which had a statutory carrying value of $4,271 million as of December 31, 2012) and C.M. Life Insurance Company (which had a statutory carrying value of $961 million as of December 31, 2012).

⁽³⁾Does not include cash of $729 million.

For the year ended December 31, 2012, there were no significant transfers between Level 1 and Level 2.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

	December 31, 2011
	Level 1		Level 2		Level 3		Netting(1)			Total
		(In Millions)
Financial assets:
Bonds:
Industrial and miscellaneous	$	-	$	22	$	16	$	-		$	38
Common stock - unaffiliated		350		60		166		-			576
Common stock - affiliated(2)		-		334		305		-			639
Cash equivalents and short-term investments(3)		-		1,342		-		-			1,342
Separate account assets(4)		31,767		9,118		396		-			41,281
Derivatives:
Interest rate swaps		-		8,274		-		(5,668	)		2,606
Options		-		584		-		(83	)		501
Currency swaps		-		168		-		(30	)		138
Forward contracts		-		69		-		(21	)		48
Credit default swaps		-		46		-		(9	)		37
Total financial assets carried at fair value	$	32,117	$	20,017	$	883	$	(5,811	)	$	47,206
Financial liabilities:
Derivatives:
Interest rate swaps	$	-	$	5,815	$	-	$	(5,668	)	$	147
Options		-		36		-		(83	)		(47	)
Currency swaps		-		110		-		(30	)		80
Forward contracts		-		20		-		(21	)		(1	)
Credit default swaps		-		8		-		(9	)		(1	)
Total financial liabilities carried at fair value	$	-	$	5,989	$	-	$	(5,811	)	$	178

⁽¹⁾Netting adjustments represent offsetting positions that may exist under a master netting agreement with a counterparty where amounts due from the counterparty are offset against amounts due to the counterparty.

⁽²⁾Common stock – affiliated does not include MMHLLC which had a statutory carrying value of $3,413 million and C.M. Life which had a statutory carrying value of $930 million.

⁽³⁾Does not include cash of $289 million.

⁽⁴⁾$251 million of market value separate account assets are not carried at fair value and, therefore, are not included in this table.

FF-50

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Valuation Techniques and Inputs

The Company determines the estimated fair value of its investments using primarily the market approach or the income approach. The use of quoted prices for identical assets and matrix pricing or other similar techniques are examples of market approaches, while the use of discounted cash flow methodologies is an example of the income approach. The Company attempts to maximize the use of observable inputs and minimize the use of unobservable inputs in selecting whether the market or the income approach is used.

A description of the significant valuation techniques and inputs to the determination of estimated fair value for the more significant asset and liability classes measured at fair value on a recurring basis and categorized within Level 2 and Level 3 of the fair value hierarchy is as follows:

Separate account assets - These assets primarily include bonds (industrial and miscellaneous; U.S. government and agencies), cash equivalents, short–term investments, and derivatives. Their fair values are determined as follows:

Bonds (Industrial and miscellaneous) - These securities are principally valued using the market or the income approaches. Level 2 valuations are based primarily on quoted prices in markets that are not active, broker quotes, matrix pricing or other similar techniques that use standard market observable inputs such as benchmark yields, spreads versus benchmark yields, new issuances, issuer rating, duration, and trades of identical or comparable securities. Privately placed securities are valued using discounted cash flow models using standard market observable inputs, and inputs derived from, or corroborated by, market observable data including market yield curve, duration, call provisions, observable prices and spreads for similar publicly traded or privately traded issues that incorporate the credit quality and industry sector of the issuer. This level also includes securities priced by independent pricing services that use observable inputs. Valuations based on matrix pricing or other similar techniques that utilize significant unobservable inputs or inputs that cannot be derived principally from, or corroborated by, observable market data, including adjustments for illiquidity, delta spread adjustments or spreads to reflect industry trends or specific credit–related issues are classified as Level 3. In addition, inputs including quoted prices for identical or similar securities that are less liquid and based on lower levels of trading activity than securities classified in Level 2 are classified as Level 3.

Bonds (U.S. government and agencies) - These securities are principally valued using the market approach. Level 2 valuations are based primarily on quoted prices in markets that are not active, or using matrix pricing or other similar techniques using standard market observable inputs such as the benchmark U.S. Treasury yield curve, the spreads versus the U.S. Treasury yield curve for the identical security and comparable securities that are actively traded.

Cash equivalents, short-term investments and derivatives – The values are determined consistent with similar general account assets described below.

Derivative asset and derivative liabilities - These financial instruments are primarily valued using the market approach. The estimated fair value of derivatives is based primarily upon quotations obtained from counterparties and independent sources, such as quoted market values received from brokers. These quotations are compared to internally derived prices and a price challenge is lodged with the counterparties and an independent source when a significant difference cannot be explained by appropriate adjustments to the internal model. When quoted market values are not reliable or available, the value is based upon an internal valuation process using market observable inputs that other market participants would use. Significant inputs to the valuation of derivative financial instruments include overnight index swaps (OIS) and LIBOR basis curves, interest rate volatility, swap yield curve, currency spot rates, cross currency basis curves and dividend yields. Due to the observability of the significant inputs to these fair value measurements, they are classified as Level 2.

FF-51

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Cash equivalents and short–term investments - Cash equivalents and short–term investments consist of highly liquid investments and include money market instruments, commercial paper and other highly liquid debt instruments. Money market instruments are generally valued using unadjusted quoted prices in active markets that are accessible for identical assets and are primarily classified as Level 1. The remaining instruments in the cash equivalents and short–term investments category are typically not traded in active markets; however, their fair values are based on market observable inputs and, accordingly, these investments have been classified within Level 2 in the fair value hierarchy.

The use of different assumptions or valuation methodologies may have a material impact on the estimated fair value amounts. For the periods presented, there were no significant changes to the Company’s valuation techniques.

The following presents changes in the Company’s Level 3 assets that are carried at fair value:

	Year Ended December 31, 2012
													Total Level 3
	Bonds									Separate			Financial Assets
	Industrial and			Common Stock						Account			Carried at
	Miscellaneous			Unaffiliated			Affiliated			Assets			Fair Value
	(In Millions)
Balance as of January 1, 2012	$	16		$	166		$	305		$	396		$	883
(Losses) gains in net income		(16	)		8			26			37			55
Gains (losses) in surplus		5			(10	)		10			-			5
Purchases		8			-			144			69			221
Issuances		16			-			-			-			16
Sales		(3	)		(7	)		(305	)		(175	)		(490	)
Settlements(1)		(26	)		(2	)		-			92			64
Transfers in (2)		1			-			-			91			92
Other transfers (3)		11			-			-			-			11
Balance as of December 31, 2012	$	12		$	155		$	180		$	510		$	857

⁽¹⁾Real estate fair value is carried net of encumbrances on the Statements of Financial Position and the change in encumbrances are included in the settlements within separate account assets.

⁽²⁾This row identifies assets that are consistently carried at fair value but have had a level change. Generally transfers out of Level 3 occur when quoted prices are received in markets that have not been active, and therefore the assets are moved to Level 2. The separate account assets transferred into Level 3 were transferred from Level 2 due to a change in the pricing source.

⁽³⁾This row identifies assets that are either no longer carried at fair value, or have just begun to be carried at fair value, such as assets with no level changes but change in lower of cost or market carrying basis.

FF-52

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

	Year Ended December 31, 2011
	Bonds															Total Level 3
				Parent,									Separate			Financial Assets
	Industrial and			Subsidiaries			Common Stock						Account			Carried at
	Miscellaneous			and Affiliates			Unaffiliated			Affiliated			Assets			Fair Value
	(In Millions)
Balance as of January 1, 2011	$	36		$	20		$	155		$	69		$	405		$	685
(Losses) gains in net income		(7	)		-			10			11			5			19
(Losses) in surplus		(4	)		-			(13	)		(18	)		-			(35	)
Purchases		-			-			52			295			31			378
Issuances		23			-			147			1			-			171
Sales		-			-			(6	)		(48	)		(137	)		(191	)
Settlements(1)		(38	)		-			(154	)		-			92			(100	)
Transfers out(2)		-			-			(25	)		(5	)		-			(30	)
Other transfers (3)		6			(20	)		-			-			-			(14	)
Balance as of December 31, 2011	$	16		$	-		$	166		$	305		$	396		$	883

⁽¹⁾Real estate fair value is carried net of encumbrances on the Statements of Financial Position and the change in encumbrances is included in the settlements within separate account assets.

⁽²⁾This row identifies assets that are consistently carried at fair value but have had a level change. Generally transfers out of Level 3 occur when quoted prices are received in markets that have not been active, and therefore the assets are moved to Level 2.

⁽³⁾This row identifies assets that are either no longer carried at fair value, or have just begun to be carried at fair value, such as assets with no level changes but change in lower of cost or market carrying basis.

6. Fixed assets

The Company’s admitted fixed assets, comprised of EDP equipment, were $25 million and $27 million, net of accumulated depreciation of $180 million and $164 million, as of December 31, 2012 and 2011, respectively. The depreciation expense on all fixed assets was $44 million, $30 million and $19 million as of December 31, 2012, 2011 and 2010, respectively.

7. Deferred and uncollected life insurance premium

Deferred and uncollected life insurance premium, net of loading and reinsurance, are included in other than invested assets in the Company’s Statutory Statements of Financial Position. The following summarizes the deferred and uncollected life insurance premium on a gross basis, as well as, net of loading and reinsurance:

	December 31,
	2012				2011
	Gross		Net		Gross		Net
	(In Millions)
Ordinary new business	$	78	$	26	$	70	$	25
Ordinary renewal		536		591		519		570
Group life		12		12		9		9
Total	$	626	$	629	$	598	$	604

Deferred premium is the portion of the annual premium not earned at the reporting date. Loading on deferred premium is an amount obtained by subtracting the valuation net deferred premium from the gross deferred premium and generally includes allowances for acquisition costs and other expenses. Refer to Note 2q. “Policyholders’ reserves” for information on the Company’s accounting policies regarding gross premium and net premium.

FF-53

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Uncollected premium is gross premium net of reinsurance that is due and unpaid as of the reporting date, net of loading. Net premium is the amount used in the calculation of reserves. The change in loading is included as an expense and is not shown as a reduction to premium income.

Ordinary new business and ordinary renewal business consist of the basic amount of premium required on the underlying life insurance policies.

8. Surplus notes

The following summarizes the surplus notes issued and outstanding as of December 31, 2012:

Issue Date	Face Amount		Carrying Value		Interest Rate		Maturity Date
($ In Millions)
11/15/1993	$	250	$	250		7.625%	11/15/2023
03/01/1994		100		100		7.500%	03/01/2024
05/15/2003		250		249		5.625%	05/15/2033
06/01/2009		750		741		8.875%	06/01/2039
01/17/2012		400		399		5.375%	12/01/2041
Total	$	1,750	$	1,739

These notes are unsecured and subordinate to all present and future indebtedness of the Company, all policy claims and all prior claims against the Company as provided by the Massachusetts General Laws. The surplus notes are all held by bank custodians for unaffiliated investors. All issuances were approved by the Division. Surplus notes are included in surplus on the Statutory Statements of Financial Position.

All payments of interest and principal are subject to the prior approval of the Division. Anticipated sinking fund payments are due for the notes issued in 1993 and 1994 as follows: $62 million in 2021, $88 million in 2022, $150 million in 2023 and $50 million in 2024. There are no sinking fund requirements for the notes issued in 2003, 2009 or 2012. Scheduled interest on the notes issued in 1993 and 2003 is payable on May 15 and November 15 of each year to holders of record on the preceding May 1 or November 1, respectively. Scheduled interest on the note issued in 1994 is payable on March 1 and September 1 of each year to holders of record on the preceding February 15 or August 15, respectively. Scheduled interest on the notes issued in 2009 and 2012 is payable on June 1 and December 1 of each year to holders of record on the preceding May 15 and November 15, respectively. Interest expense is not recorded until approval for payment is received from the Division. Through December 31, 2012, the unapproved interest was $14 million. As of December 31, 2012, the Company has paid cumulative interest of $886 million on surplus notes. Interest of $126 million was approved and paid during the year ended December 31, 2012. Interest of $107 million was approved and paid during the years ended December 31, 2011 and 2010.

9. Related party transactions

The Company has management and service contracts and cost-sharing arrangements with various subsidiaries and affiliates where the Company, for a fee, will furnish a subsidiary or affiliate, as required, operating facilities, human resources, computer software development and managerial services. Fees from C.M. Life accounted for $56 million in 2012, $62 million in 2011 and $65 million in 2010.

The Company has agreements with its subsidiaries and affiliates, including OFI and Baring International Investment Limited (Baring), where the Company receives revenue for certain recordkeeping and other services that the Company provides to customers who select, as investment options, mutual funds managed by these affiliates.

The Company has agreements with its subsidiaries, Babson Capital Management LLC (Babson Capital) and Cornerstone Real Estate Advisers, LLC (CREA), which provide investment advisory services to the Company.

FF-54

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following table summarizes the transactions between the Company and the related parties:

	Years Ended December 31,
	2012		2011		2010
	(In Millions)
Fee income:
Management and service contracts and cost-sharing arrangements	$	152	$	169	$	134
Recordkeeping and other services		50		53		42
Investment advisory income		25		25		23
Fee expense:
Investment advisory services		198		177		155

The Company reported $34 million and $40 million as amounts due from subsidiaries and affiliates as of December 31, 2012 and 2011, respectively. The Company reported $30 million as amounts due to subsidiaries and affiliates as of December 31, 2012 and 2011. Terms generally require settlement of these amounts within 30 to 90 days.

The Company’s subsidiaries, Babson Capital and CREA, invest a portion of its nonqualified compensation plan in an interest guarantee contract with the Company. The Company credited interest on deposits of $5 million for the year ended December 31, 2012 and $4 million and less than $1 million for the years ended December 31, 2011 and 2010 to the Babson Capital and CREA contracts.

The Company has modified coinsurance (Modco) agreements with the Japanese subsidiary of MMHLLC, MassMutual Life Insurance Company, on certain life insurance products. Under these Modco agreements, the Company is the reinsurer and the Japanese subsidiary retains the reserves and associated assets on individual life insurance policies. The predominant contract types are whole life, endowments and term insurance. The Modco agreements are used to allow the Japanese subsidiary to keep control of the investment and management of the assets supporting the reserves. The Modco adjustment is the mechanism by which the Company funds the reserve on the reinsured portion of the risk. It is needed to adjust for the financial effect of the Japanese subsidiary holding the reserves on the ceded coverage rather than the Company. As of December 31, 2012 and 2011, the net amounts due from the Japanese subsidiary were $2 million and $1 million, respectively. These outstanding balances are due and payable within 90 days.

The following summarizes the related party reinsurance transactions between the Company and the Japanese subsidiary:

	Years Ended December 31,
	2012			2011			2010
	(In Millions)
Premium assumed	$	20		$	23		$	26
Modified coinsurance adjustments, included in fees and other income		18			15			30
Expense allowances on reinsurance assumed, included in other expense		(2	)		(2	)		(3	)
Policyholders’ benefits		(25	)		(32	)		(48	)

FF-55

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The Company has reinsurance agreements with its subsidiary, C.M. Life, and its indirect subsidiary, MML Bay State, including stop-loss, coinsurance, Modco and yearly renewable term agreements on life insurance products. The Company also has coinsurance agreements with C.M. Life where the Company assumes substantially all of the premium on certain universal life policies. As of December 31, 2012 and 2011, the net amounts due to C.M. Life and MML Bay State were $38 million and $30 million, respectively. These outstanding balances are due and payable with terms ranging from monthly to annually, depending on the agreement in effect.

The following table summarizes the reinsurance transactions for these agreements:

	Years Ended December 31,
	2012			2011			2010
	(In Millions)
Premium assumed	$	73		$	78		$	85
Modified coinsurance adjustments, included in fees and other income		34			33			39
Expense allowance on reinsurance assumed, included in fees and other expense		(24	)		(24	)		(25	)
Policyholders’ benefits		(134	)		(116	)		(87	)
Experience refunds (paid)		1			(2	)		(1	)

The Company participates in variable annuity exchange programs with its subsidiary, C.M. Life (including MML Bay State) where certain variable annuity contract holders of the Company, C.M. Life or MML Bay State can make nontaxable exchanges of their contract for an enhanced variable annuity contract of the Company or C.M. Life. The Company recorded premium income of $3 million, $5 million and $8 million in 2012, 2011 and 2010, respectively. The Company recorded surrender benefits of $1 million as of December 31, 2012, 2011 and 2010 related to these exchange programs. C.M. Life recorded premium income of $1 million as of December 31, 2012, 2011 and 2010. C.M. Life recorded surrender benefits of $2 million, $5 million and $8 million in 2012, 2011 and 2010, respectively, related to these exchange programs. The Company has an agreement with C.M. Life to compensate them or to be compensated for the lost revenue associated with the exchange of contracts that are within the surrender charge period. As a result of these exchanges, the Company did not pay any net commissions to C.M. Life as of December 31, 2012, 2011 and 2010.

In the normal course of business, the Company provides specified guarantees and funding to MMHLLC and certain of its subsidiaries. Refer to Note 17f. “Commitments” for information on the Company’s accounting policies regarding these related party commitments and Note 17g. “Guarantees” for information on the guarantees.

10. Reinsurance

The Company cedes insurance to affiliated and unaffiliated insurers in order to limit its insurance risk. Such transfers do not relieve the Company of its primary liability and, as such, failure of reinsurers to honor their obligations could result in losses. The Company reduces this risk by evaluating the financial condition of reinsurers and monitoring for possible concentrations of credit risk. The Company reinsures a portion of its life business under either a first dollar quota-share arrangement or an in excess of the retention limit arrangement. The Company also reinsures a portion of its disability and long-term care business. The amounts reinsured are on a yearly renewable term (YRT), coinsurance or modified coinsurance basis. The Company’s retention limit per individual life insured is generally $15 million.

Refer to Note 9. “Related party transactions” for information about the Company’s affiliated reinsurance transactions.

FF-56

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The Company did not reinsure any policies with a company chartered in a country other than the U.S., excluding U.S. branches of these companies, and which was owned in excess of 10% or controlled directly or indirectly by an insured, a beneficiary, a creditor or any other person not primarily engaged in the insurance business. There are no reinsurance agreements in effect under which the reinsurer may unilaterally cancel any reinsurance for reasons other than for nonpayment of premium or other similar credits. The Company has no reinsurance agreements in effect such that the amount of losses paid or accrued through the statement date may result in a payment to the reinsurer of amounts which, in aggregate and allowing for offset of mutual credits from other reinsurance agreements with the same reinsurer, exceed the total direct premium collected under the reinsured policies.

If all reinsurance agreements were terminated by either party as of December 31, 2012, the resulting reduction in surplus due to loss of reinsurance reserve credits, net of unearned premium, would be approximately $2,449 million assuming no return of the assets backing these reserves from the reinsurer to the Company.

Reinsurance amounts included in premium income in the Statutory Statements of Income were as follows:

	Years Ended December 31,
	2012			2011			2010
	(In Millions)
Direct premium	$	20,944		$	14,101		$	11,725
Premium assumed		94			102			110
Premium ceded		(711	)		(712	)		(672	)
Total net premium	$	20,327		$	13,491		$	11,163
Reinsurance recoveries
Assumed	$	(116	)	$	(91	)	$	(72	)
Ceded		426			443			399

Reinsurance amounts included in the Statutory Statements of Financial Position were as follows:

	December 31,
	2012			2011
	(In Millions)
Reinsurance reserves:
Assumed	$	782		$	760
Ceded		(2,722	)		(2,477	)
Amounts recoverable from reinsurers
Assumed		(23	)		(12	)
Ceded		114			100

Reinsurance reserves ceded as of December 31, 2012 include $1,803 million associated with life insurance policies, $842 million for long-term care, $59 million for disability and $18 million for group life and health. Reinsurance reserves ceded as of December 31, 2011 include $1,676 million associated with life insurance policies, $715 million for long-term care, $66 million for disability and $20 million for group life and health.

As of December 31, 2012, one reinsurer accounted for 23% of the outstanding reinsurance recoverable and the next largest reinsurer had 20% of the balance. The Company believes that no exposure to a single reinsurer represents an inappropriate concentration of risk to the Company, nor is the Company’s business substantially dependent upon any single reinsurer.

FF-57

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

In 2012, the Company recaptured YRT life reinsurance treaties from several different reinsurers, and one new agreement was executed which includes policies or contracts that were in force and had existing reserves established by the Company. The recaptures and new agreement reduced premiums paid to reinsurers by $10 million and reinsurance reserves ceded by $44 million.

11. Policyholders’ liabilities

a. Policyholders’ reserves

The Company had total life insurance in force of $420,525 million and $400,634 million as of December 31, 2012 and 2011, respectively. Of this total, the Company had $21,141 million and $16,634 million of life insurance in force as of December 31, 2012 and 2011, respectively, for which the gross premium was less than the net premium according to the standard valuation set by the Division. The gross premium is less than the net premium needed to establish the reserves because the statutory reserves must use standard conservative valuation mortality tables, while the gross premium calculated in pricing uses mortality tables that reflect both the Company’s experience and the transfer of mortality risk to reinsurers.

The following summarizes policyholders’ reserves, net of reinsurance, and the range of interest rates by type of product:

	December 31,
	2012						2011
	Amount		Interest Rates				Amount		Interest Rates
		($ In Millions)
Individual life	$	37,303		2.5%	-	6.0%	$	35,508		2.5%	-	6.0%
Group life		11,253		2.5%	-	4.5%		10,007		2.5%	-	4.5%
Group annuities		10,170		2.3%	-	11.3%		9,486		2.3%	-	11.3%
Individual annuities		8,149		2.3%	-	11.3%		7,288		2.3%	-	11.3%
Individual universal and variable life		4,157		4.0%	-	6.0%		3,598		4.0%	-	6.0%
Disabled life claim reserves		1,868		3.5%	-	6.0%		1,855		3.5%	-	6.0%
Disability active life reserves		623		3.5%	-	6.0%		595		3.5%	-	6.0%
Other		211		2.5%	-	6.0%		199		2.5%	-	6.0%
Total	$	73,734					$	68,536

Individual life includes whole life and term insurance. Group life includes corporate-owned life insurance, bank-owned life insurance, group universal life, group variable universal life and private client group products. Group annuities include deferred annuities and single premium annuity contracts. Individual annuities include individual annuity contracts and structured settlements. Individual universal and variable life products include universal life and variable life products. Disabled life claim reserves include disability income and long-term care claims that have been incurred but not reported. Disability active life reserves include disability income and long-term care contracts issued. Other is comprised of disability life and accidental death insurance.

FF-58

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

b. Liabilities for deposit-type contracts

The following summarizes liabilities for deposit-type contracts and the range of interest rates by type of product:

	December 31,
		2012							2011
		Amount	Interest Rates						Amount	Interest Rates
		($ In Millions)
Funding agreements:
Note programs	$	3,447	0.7	%	-	6.2	%	$	2,731	0.3	%	-	6.2	%
Federal Home Loan Bank of Boston		601	1.1	%	-	3.0	%		601	1.1	%	-	3.0	%
Various others		6	4.1	%	-	10.2	%		12	4.1	%	-	10.2	%
Supplementary contracts		653	0.3	%	-	8.0	%		609	0.3	%	-	8.0	%
Dividend accumulations		566	3.4	%	-	3.7	%		571	3.4	%	-	3.5	%
Other		50	4.0	%	-	8.0	%		64	4.0	%	-	8.0	%
Total	$	5,323						$	4,588

Funding agreements are investment contracts sold to domestic and international institutional investors. The terms of the funding agreements do not give the holder the right to terminate the contract prior to the contractually stated maturity date. No funding agreements have been issued with put provisions or ratings-sensitive triggers. Currency swaps are employed to eliminate foreign exchange risk from all funding agreements issued to back non-U.S. dollar denominated notes. Assets received for funding agreements may be invested in the general account of the Company.

Under most of the Company’s funding agreement programs, the Company creates an investment vehicle or trust for the purpose of issuing medium-term notes to investors. Proceeds from the sale of the medium-term notes issued by these unconsolidated affiliates are used to purchase funding agreements from the Company. The payment terms of any particular series of notes are matched by the payment terms of the funding agreement securing the series. Notes were issued from the Company’s $2 billion European Medium-Term Note Program with approximately $467 million remaining in run-off. Notes are currently issued from its $12 billion Global Medium-Term Note Program.

During 2011, the Company entered into funding agreements with the Federal Home Loan Bank of Boston (FHLB Boston) in exchange for cash. The Company uses these funds in an investment spread strategy, consistent with its other investment spread operations. These funding agreements are collateralized by securities with estimated fair values of $656 million as of December 31, 2012. The Company’s borrowing capacity with the FHLB Boston is subject to the lower of the limitation on the pledge of collateral for a loan set forth in New York Insurance Law Section 1411(C) and by the Company’s internal limit. The Company’s unused capacity was $741 million as of December 31, 2012. As a member of the FHLB Boston, the Company holds common stock of the FHLB Boston at a statement value of $52 million as of December 31, 2012 and 2011. All FHLB Boston funding agreement assets and liabilities are classified in the Company’s general account. The Company accounts for these funds consistent with its other deposit-type contracts.

FF-59

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

As of December 31, 2012, the Company’s funding agreement balances by maturity year were as follows (in millions):

2013	$	641
2014		753
2015		402
2016		653
2017		552
Thereafter		1,053
Total	$	4,054

c. Unpaid claims and claim expense reserves

The Company establishes unpaid claims and claim expense reserves to provide for the estimated costs of paying claims made under individual disability and long-term care policies written by the Company. These reserves include estimates for both claims that have been reported and those that have been incurred but not reported, and include estimates of all future expenses associated with the processing and settling of these claims. This estimation process is primarily based on the assumption that experience is an appropriate indicator of future events and involves a variety of actuarial techniques that analyze experience, trends and other relevant factors. The amounts recorded for unpaid claims and claim expense reserves represent the Company’s best estimate based upon currently known facts and actuarial guidelines. Accordingly, actual claim payouts may vary from these estimates.

The following summarizes the disabled life and long-term care unpaid claims and claim expense reserves:

	December 31,
	2012			2011
	(In Millions)
Claim reserves, beginning of year	$	1,993		$	1,965
Less: Reinsurance recoverables		115			115
Net claim reserves, beginning of year		1,878			1,850
Claims paid related to:
Current year		(14	)		(16	)
Prior years		(312	)		(310	)
Total claims paid		(326	)		(326	)
Incurred related to:
Current year’s incurred		230			239
Current year’s interest		5			4
Prior year’s incurred		21			19
Prior year’s interest		81			80
Total incurred		337			342
Adjustments through surplus		-			12
Net claim reserves, end of year		1,889			1,878
Reinsurance recoverables		128			115
Claim reserves, end of year	$	2,017		$	1,993

FF-60

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The changes in reserves for incurred claims related to prior years are generally the result of recent loss development trends. The $21 million increase in the prior years’ incurred claims for 2012 and the $19 million increase in the prior years’ incurred claims for 2011 were generally the result of differences between actual termination experience and statutory termination tables.

The following reconciles disabled life claim reserves to the net claim reserves at the end of the years presented in the previous table. Disabled life claim reserves are recorded in policyholders’ reserves. Accrued claim liabilities are recorded in other liabilities.

	December 31,
	2012		2011
	(In Millions)
Disabled life claim reserves	$	1,868	$	1,855
Accrued claim liabilities		21		23
Net claim reserves, end of year	$	1,889	$	1,878

d. Additional liability for annuity contracts

Certain variable annuity contracts include additional death or other insurance benefit features, such as GMDBs, GMIBs, GMABs and GMWBs. In general, these benefit guarantees require the contract or policyholder to adhere to a company-approved asset allocation strategy. Election of these benefits on annuity contracts is generally only available at contract issue.

The following shows the liabilities for GMDBs, GMIBs, GMABs and GMWBs (in millions):

Liability as of January 1, 2011	$	488
Incurred guarantee benefits		321
Paid guarantee benefits		(4	)
Liability as of December 31, 2011		805
Incurred guarantee benefits		(243	)
Paid guarantee benefits		(5	)
Liability as of December 31, 2012	$	557

The Company held reserves in accordance with the stochastic scenarios as of December 31, 2012 and 2011. As of December 31, 2012 and 2011, the Company held additional reserves above those indicated based on the stochastic scenarios in order to maintain a prudent level of reserve adequacy.

FF-61

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following summarizes the account values, net amount at risk and weighted average attained age for variable annuity contracts with GMDBs, GMIBs, GMABs and GMWBs classified as policyholders’ reserves and separate account liabilities. The net amount at risk is defined as the minimum guarantee less the account value calculated on a policy-by-policy basis, but not less than zero.

	December 31,
	2012						2011
	Account Value		Net Amount at Risk		Weighted Average Attained Age		Account Value		Net Amount at Risk		Weighted Average Attained Age
	($ In Millions)
Annuity:
GMDB	$	9,976	$	64		62	$	9,039	$	224		62
GMIB		4,260		609		63		4,010		822		62
GMAB		1,925		10		57		1,555		53		57
GMWB		211		10		66		195		17		66

Account balances of variable annuity contracts with GMDBs, GMIBs, GMABs and GMWBs are summarized below:

							December 31,
	2012								2011
	GMDB		GMIB		GMAB		GMWB		GMDB		GMIB		GMAB		GMWB
	(In Millions)
Separate account	$	8,909	$	4,244	$	1,859	$	211	$	8,076	$	3,996	$	1,487	$	195
General account		1,067		16		66		-		963		14		68		-
Total	$	9,976	$	4,260	$	1,925	$	211	$	9,039	$	4,010	$	1,555	$	195

e. Additional liability for individual life contracts

Certain universal life and variable universal life contracts include features such as GMDBs or other guarantees that ensure continued death benefit coverage when the policy would otherwise lapse. The value of the guarantee is only available to the beneficiary in the form of a death benefit.

The net liability for guarantees on universal life and variable universal life type contracts was as follows:

	December 31,
	2012		2011
	(In Millions)
Beginning balance	$	1,580	$	1,305
Net liability increase		299		275
Ending balance	$	1,879	$	1,580

FF-62

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

12. Debt

The Company issues commercial paper in the form of Notes in minimum denominations of $250 thousand up to a total aggregation of $1 billion. These Notes have maturities up to a maximum of 270 days from the date of issue and are sold at par less a discount representing an interest factor or, if interest bearing, at par. The Notes are not redeemable or subject to voluntary prepayments by the Company. Commercial paper had a carrying value and face amount of $250 million as of December 31, 2012 and 2011. The commercial paper issued in 2012 had interest rates ranging from 0.15% to 0.23% with maturity dates ranging from 1 day to 38 days. Interest expense for the commercial paper was less than $1 million for the years ended December 31, 2012, 2011 and 2010.

On September 27, 2012, the Company signed a $1 billion, five year credit facility, with a syndicate of lenders that can be used for general corporate purposes and to support commercial paper borrowings. The new credit facility replaces an existing $1 billion credit facility, which was due to expire April 2013. The new facility has an upsize option for an additional $500 million. The terms of the credit facility provide for, among other provisions, covenants pertaining to liens, fundamental changes, transactions with affiliates and adjusted statutory surplus. As of and for the years ended December 31, 2012, 2011 and 2010, the Company was in compliance with all covenants under the credit facilities. For the years ended December 31, 2012, 2011 and 2010, there were no draws on the credit facilities. Credit facility fees were $3 million, $1 million and less than $1 million for the years ended December 31, 2012, 2011 and 2010, respectively.

13. Employee benefit plans

The Company provides multiple benefit plans including retirement plans and life and health benefits to employees, certain employees of unconsolidated subsidiaries, agents and retirees.

a. Pension plans

The Company has funded and unfunded noncontributory defined benefit pension plans that cover substantially all employees, agents and retirees. For participants, benefits are calculated as the greater of (1) a formula based on age, service and salary during their careers or (2) a formula based on final average earnings and length of service.

The Company’s policy is to fund qualified pension costs in accordance with the Employee Retirement Income Security Act of 1974. In 2012 and 2011, the Company contributed $113 million and $137 million, respectively, to its qualified defined benefit plan.

b. Defined contribution plans

The Company sponsors funded (qualified 401(k) thrift savings) and unfunded (nonqualified deferred compensation thrift savings) defined contribution plans for all of its employees, agents and retirees. The qualified 401(k) thrift savings plan’s net assets available for benefits were $1,608 million and $1,423 million as of December 31, 2012 and 2011, respectively. The Company match for the qualified 401(k) thrift savings plan is limited to 5% of eligible W-2 compensation. The Company’s total matching thrift savings contributions were $28 million for the years ended December 31, 2012 and 2011, and $29 million for the year ended December 31, 2010, and were included in general insurance expenses.

The Company also maintains a defined contribution plan for agents, which was frozen in 2001. The net assets available for these benefits were $182 million and $179 million as of December 31, 2012 and 2011, respectively.

FF-63

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

c. Other postretirement and postemployment benefits

The Company provides certain life insurance and health care benefits (other postretirement benefits) for its retired employees and agents, their beneficiaries and covered dependents. MMHLLC has the obligation to pay the Company’s other postretirement benefits. The transfer of this obligation to MMHLLC does not relieve the Company of its primary liability. MMHLLC is allocated other postretirement expenses related to interest cost, amortization of actuarial gains (losses) and expected return on plan assets, whereas service cost and amortization of the transition obligation are recorded by the Company.

The health care plan is contributory; while a portion of the basic life insurance plan is noncontributory. Substantially all of the Company’s U.S. employees and agents may become eligible to receive other postretirement benefits. These benefits are funded as the benefits are provided to the participants. The postretirement health care plans include a limit on the Company’s share of costs for recent and future retirees.

The Company provides retiree life insurance coverage for home office employees who, as of January 1, 2010, were age 50 with at least 10 years of service or had attained 75 points, generally age plus service, with a minimum 10 years of service.

Accrued Postemployment Benefits

The Company provides severance-related postemployment benefits for home office employees. The net accumulated liability for these benefits was $29 million and $28 million as of December 31, 2012 and 2011, respectively.

The Company accrues postemployment benefits for agents’ health benefits for those agents who qualify for long-term disability and are not retired. The net accumulated liability for these benefits was $11 million as of December 31, 2012 and 2011.

d. Benefit obligations

The initial transition obligation for other postretirement benefits of $138 million was amortized over 20 years and fully amortized by the end of 2012. The initial transition obligation represents the phased recognition on the Statutory Statements of Income of the differences between the plan’s funded status and the accrued cost on the Company’s Statutory Statements of Financial Position when the Company first transitioned to statutory guidance regarding postretirement benefits other than pensions. See Section f. of this Note, “Amounts recognized in the Statutory Statements of Financial Position,” for details on the Plan’s funded status.

Accumulated benefit obligations represent the present value of pension benefits earned as of a December 31 measurement date based on service and compensation and do not take into consideration future salary levels.

Projected benefit obligations for pension benefits represent the present value of pension benefits earned as of a December 31 measurement date projected for estimated salary increases to an assumed date with respect to retirement, termination, disability or death.

Accumulated and projected postretirement benefit obligations for other postretirement benefits represent the present value of postretirement medical and life insurance benefits earned as of a December 31 measurement date projected for estimated salary and medical claim rate increases to an assumed date with respect to retirement, disability or death.

Actuarial (gains) losses represent the difference between the expected results and the actual results used to determine the projected benefit obligation, accumulated benefit obligation and current year expense. A few of the major assumptions used in this calculation include: expected future compensation levels, healthcare cost trends, mortality and expected retirement age.

FF-64

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following presents the pension and other postretirement projected and accumulated benefit obligation for vested and non-vested employees:

	December 31,
	2012		2011		2012		2011
	Pension Benefits				Other Postretirement Benefits
	(In Millions)
Projected benefit obligation for:
Vested employees	$	2,355	$	2,163	$	363	$	365
Non-vested employees		27		29		53		50
Total projected benefit obligation	$	2,382	$	2,192	$	416	$	415
Accumulated benefit obligation for:
Vested employees	$	2,340	$	2,148	$	363	$	365
Non-vested employees		8		12		53		50
Total accumulated benefit obligation	$	2,348	$	2,160	$	416	$	415

The following sets forth the change in the vested projected benefit obligation of the defined benefit pension and other postretirement plans:

	December 31,
	2012			2011			2012			2011
	Pension Benefits						Other Postretirement Benefits
	(In Millions)
Projected benefit obligation, beginning of year	$	2,163		$	1,764		$	365		$	330
Service cost		59			42			4			4
Interest cost		92			95			14			16
Contributions by plan participants		-			-			11			10
Actuarial (gains) losses		26			59			(23	)		(13	)
Medicare prescription drug direct subsidy		-			-			2			2
Benefits paid		(93	)		(95	)		(29	)		(27	)
Change in discount rate		108			298			19			43
Projected benefit obligation, end of year	$	2,355		$	2,163		$	363		$	365

FF-65

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following sets forth the change in the vested accumulated benefit obligation of the defined benefit pension and other postretirement plans:

	December 31,
	2012			2011			2012			2011
	Pension Benefits						Other Postretirement Benefits
	(In Millions)
Accumulated benefit obligation, beginning of year	$	2,148		$	1,743		$	365		$	330
Service cost		60			43			4			4
Interest cost		92			94			14			16
Contributions by plan participants		-			-			11			10
Actuarial (gains) losses		25			66			(23	)		(13	)
Medicare prescription drug direct subsidy		-			-			2			2
Benefits paid		(93	)		(95	)		(29	)		(27	)
Change in discount rate		108			297			19			43
Accumulated benefit obligation, end of year	$	2,340		$	2,148		$	363		$	365

The determination of the discount rate is based upon rates commensurate with current yields on high quality corporate bonds as of a measurement date of December 31, 2012. A spot yield curve is developed from this data which is used to determine the present value for the obligation. The projected plan cash flows are discounted to the measurement date based on the spot yield curve. A single discount rate is utilized to ensure the present value of the benefits cash flow equals the present value computed using the spot yield curve. A 25 basis point change in the discount rate results in approximately a $77 million change in the projected pension benefit obligation. The methodology includes producing a cash flow of annual accrued benefits. For active participants, service was projected to the end of 2012 and pensionable earnings are projected to the date of probable termination. See Section h. of this Note, “Assumptions” for details on the discount rate.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

e. Plan assets

All investments of the qualified pension plan are invested through the Company’s group annuity contract. This contract invests in the General Investment Account (GIA) option of the Company, pooled separate accounts and nonpooled separate accounts. Pooled separate account assets support more than one group annuity contract and are managed by the Company. These assets are assigned for the purposes of allocating investment returns and asset gains and losses. Nonpooled separate accounts are managed by the Company and unaffiliated asset managers.

The Company’s qualified pension plan assets are as follows:

	December 31,
	2012		2011
	(In Millions)
Pension plan assets managed by the Company and affiliated asset managers:
General Investment Account Option	$	222	$	253
Babson Long Term Duration Bond Fund		155		141
Alternative Investment Separate Account		147		133
Oppenheimer Small Capitalization Core Fund		110		99
MM Premier Core Bond Fund		98		42
Oppenheimer International Growth Fund		96		72
Babson Enhanced Index Value Fund		76		65
Oppenheimer Large Core Fund		71		65
MM Premier Capital Appreciation Fund		55		48
MM Premier Strategic Emerging Markets Fund		49		35
Oppenheimer Large Capitalization Value Fund		36		39
Oppenheimer Real Estate Fund		24		21
		1,139		1,013
Pension plan assets managed by unaffiliated asset managers:
Goldman Sachs Asset Management Long Duration Bond Fund		158		144
Pacific Asset Management Company Long Duration Bond Fund		157		140
Harris International		96		68
T. Rowe Price Emerging Markets Stock Fund		49		36
MM Select Growth Opportunities Fund		46		38
MM Select Blue Chip Growth Fund		44		37
MM Select Small Cap Value Fund		39		33
MM Select Small Cap Growth Fund		37		33
MM Select Large Cap Value Fund		36		25
		662		554
Total qualified pension plan assets	$	1,801	$	1,567

The approximate amount of annual benefits to plan participants covered by a group annuity contract issued by the employer or related parties is estimated at $63 million in 2013.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The Company employs a total return investment approach whereby a mix of equities and fixed-income investments are used to maximize the long-term return of plan assets with a prudent level of risk. Risk tolerance is established through consideration of plan liabilities, plan funded status and corporate financial condition. The investment portfolio contains a diversified blend of equity and fixed-income investments. Alternative assets such as a private equity fund, an equity index exchange traded fund and a bond index exchange traded fund are used to improve portfolio diversification. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements, and periodic asset and liability studies.

The target range allocations for the qualified pension plan assets are 25% to 35% domestic equity securities, 20% to 30% long duration bond securities, 15% to 25% GIA option, 13% to 18% international equity securities and 5% to 15% alternative investments. Domestic equities primarily include investments in large capitalization (large-cap) companies and small capitalization (small-cap) companies. Long duration bond securities invest in several long duration bond exchange traded funds. International equities include investments in American Depository Receipts and limited partnerships that trade primarily in foreign markets in Europe, Latin America and Asia. The pension plan asset’s GIA option earns fixed interest, primarily comprised of an investment in an unallocated insurance contract, held by the Company. Approximately 13% and 16% of the assets of the Company’s pension plan were invested in the Company’s GIA option through the unallocated group annuity insurance contract as of December 31, 2012 and 2011, respectively.

The change in plan assets represents a reconciliation of beginning and ending balances of the fair value of the plan assets used to fund future benefit payments. The following presents the change in plan assets:

	December 31,
	2012			2011			2012			2011
	Pension Benefits						Other Postretirement Benefits
	(In Millions)
Fair value of plan assets, beginning of year	$	1,567		$	1,438		$	5		$	5
Actual return on plan assets		197			69			-			-
Employer contributions		130			155			18			16
Contributions by plan participants		-			-			11			10
Benefits paid		(93	)		(95	)		(29	)		(27	)
Other		-			-			-			1
Fair value of plan assets, end of year	$	1,801		$	1,567		$	5		$	5

The General Investment Account option is designed to provide stable, long-term investment growth. The option is backed by MassMutual’s GIA, which is a diversified portfolio composed primarily of high quality, fixed income investments, including public bonds, private placements, commercial mortgage loans and short-term investments.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following presents the GIA option allocation by type of investment:

	December 31,
	2012			2011
Bonds		64	%		65	%
Mortgage loans		15			15
Partnerships and LLCs		7			7
Common stocks - subsidiaries and affiliates		5			5
Other investments		5			5
Cash and cash equivalents		3			2
Real estate		1			1
		100	%		100	%

The qualified pension plan invests in the following pooled and nonpooled separate account options:

Babson Long Term Duration Bond Fund is a nonpooled separate account subadvised by Babson Capital with a long duration bond strategy that invests in a diversified portfolio of fixed-income, short-term bonds, government securities and cash. The specific performance objective is to outperform the total return of the Barclays Capital U.S. Long Government/Credit Bond index.

Alternative Investment Separate Account is a nonpooled separate account subadvised by Babson Capital. Babson Capital’s strategy includes holdings of private equity funds, hedge funds, a private real estate fund and an equity index exchange traded fund.

Oppenheimer Small Capitalization Core Fund is a pooled separate account subadvised by OFI Institutional Asset Management (OFI Institutional) that invests in domestic small-cap, mid-cap, other fixed-income securities and international small/mid-cap securities. The fund aims to maintain a broadly diversified portfolio across all major economic sectors by applying risk controls for both sector and position size. The fund’s strategy uses separate fundamental research and quantitative models to select securities.

MM Premier Core Bond Fund is a pooled separate account subadvised by Babson Capital. It primarily invests in high-quality, investment grade bonds with selective and prudent investments in high yield bonds, which are deemed to provide an attractive risk/reward trade off. Security selection is an in-depth, bottom-up credit research process seeking securities with attractive yields among the corporate, U.S. government (treasury and agency) and mortgage and asset backed sectors.

Oppenheimer International Growth Fund is a pooled separate account subadvised by OFI Institutional that invests in international large-cap securities. This international equity strategy focuses on well-positioned, well-managed businesses that have strong revenue growth, sustainable profit margins, capital efficiency and/or business integrity.

Babson Enhanced Index Value Fund is a nonpooled separate account subadvised by Babson Capital that invests in domestic small-cap, mid-cap, large-cap and other fixed-income securities. The strategy is a large-cap value equity strategy that uses a systematic strategy that exploits market inefficiencies designed to outperform the fund’s benchmark index while maintaining risk characteristics similar to the benchmark.

Oppenheimer Large Core Fund is a nonpooled separate account subadvised by OFI Institutional that invests in a diversified mix of larger company stocks for capital appreciation potential. The strategy is a large-cap core equity strategy, where the portfolio managers combine fundamental research and quantitative models to identify investment opportunities among large, competitively advantaged companies whose earnings are growing faster than average, or whose shares appear to be mispriced by the market.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

MM Premier Capital Appreciation Fund is a pooled separate account subadvised by OFI Institutional that invests primarily in domestic large-cap common stocks of growth companies. The strategy is a large-cap growth equity strategy that seeks companies in rapidly expanding industries that they believe may appreciate in value over the long- term.

MM Premier Strategic Emerging Markets Fund is a pooled separate account subadvised by Baring with an emerging markets equity strategy that invests in international emerging markets and seeks long-term capital growth. Baring determines the universe of emerging market countries in which to invest, and this list may change from time to time based on Baring’s assessment of a country’s suitability for investment.

Oppenheimer Large Capitalization Value Fund is a nonpooled separate account subadvised by OFI Institutional that invests in domestic small-cap, mid-cap and large-cap common stocks. The fund can also buy other investments, including preferred stocks, rights and warrants and convertible debt securities. The strategy is a large-cap value equity strategy that uses fundamental analyses to select securities for the fund that it believes are undervalued.

Oppenheimer Real Estate Fund is a pooled separate account that invests in an Oppenheimer mutual fund subadvised by CREA. This real estate strategy seeks out exposure to the commercial real estate market and uses a fundamental research driven approach to search for what are believed to be high quality companies in the Real Estate Investment Trust (REIT) market among other investments. REIT’s are publicly traded securities that sell like a stock on the major exchanges and which invest in real estate.

Goldman Sachs Asset Management Long Duration Bond Fund is a nonpooled separate account subadvised by Goldman Sachs Asset Management with a long duration bond strategy that invests in a diversified portfolio of fixed- income, short term bonds, government securities and cash. The specific performance objective is to outperform the total return of the Barclays Capital U.S. Long Government/Credit Bond index.

Pacific Investment Management Company Long Duration Bond Fund is a nonpooled separate account subadvised by Pacific Investment Management Company with a long duration bond strategy that invests in a diversified portfolio of fixed-income, short-term bonds, government securities and cash. The specific performance objective is to outperform the total return of the Barclays Capital U.S. Long Government/Credit Bond index.

Harris International is a nonpooled separate account subadvised by Harris Associates that invests in international large-cap value securities and equity securities, which may include common stocks, preferred stocks, securities that are convertible into common stocks, depositary receipts, and rights and warrants to buy common stocks. This international equity strategy seeks out companies that it believes to be trading in the market at significant discounts to their underlying values.

T. Rowe Price Emerging Markets Stock Fund is a nonpooled separate account subadvised by T. Rowe Price Associates, Inc. (T. Rowe Price) with an emerging markets equity strategy that seeks long-term growth of capital through investments primarily in the common stocks of companies located (or with primary operations) in Latin America, Asia, Europe, Africa and the Middle East.

MM Select Growth Opportunities Fund is a pooled separate account subadvised by Sands Capital Management, LLC (Sands Capital) and Delaware Management Company (DMC) with a large-cap growth equity strategy. Sands Capital uses bottom-up, fundamental research and focuses on six key investment criteria: sustainable, above average earnings growth, a leadership position, competitive advantages, a value-added focus with a clear mission, financial strength and rational valuation. DMC seeks to select large-cap equities that it believes are undervalued in relation to their intrinsic value, as indicated by multiple factors, including the return on capital above its cost of capital.

MM Select Blue Chip Growth Fund is a pooled separate account subadvised by T. Rowe Price that seeks growth of capital over the long-term. The strategy is a large cap growth equity strategy that seeks well-established companies with the potential for above-average earnings growth. In selecting securities, T. Rowe Price generally seeks to identify companies with a leading market position, seasoned management and strong financial fundamentals.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

MM Select Small Cap Growth Fund is a pooled separate account subadvised by Wadell & Reed, Wellington Management (Wellington) and Timberline Asset Management that invests in domestic small-cap equity securities and seeks long-term capital appreciation. Each subadviser employs a growth-based investment approach and may perform a number of analyses in considering whether to buy or sell a security for the fund. Each of the subadvisers uses a combination of fundamental and quantitative analyses to identify small-cap companies that it believes are experiencing or will experience rapid earnings or revenue growth.

MM Select Small Cap Value Fund is a pooled separate account subadvised by Wellington and Barrow Hanley that seeks to maximize total return through investing primarily in small-cap equity securities. Wellington employs a bottom-up stock selection process that utilizes proprietary, fundamental research to identify companies it considers to be undervalued and to have the potential for significant longer-term returns. Barrow Hanley typically seeks to exploit market inefficiencies by using proprietary research to identify small-cap companies that it considers to be undervalued and to have the potential to generate superior returns while subjecting the fund to below average levels of risk.

MM Select Large Cap Value Fund is a pooled separate account subadvised by Columbia Management (Columbia) and Huber Capital (Huber). Columbia manages a dividend-focused strategy seeking a combination of high dividend payers, steady growing dividend payers and emerging dividend payers. Huber employs a more concentrated, deeper value strategy using a dividend discount model (DDM) as the basis for determining intrinsic value opportunities.

Fair Value Measurements

The Company’s fair value hierarchy is defined in Note 5 “Fair value of financial instruments.”

The following is a description of the valuation methodologies used to measure fair value for the investments in the qualified pension plan.

Pooled separate accounts: Valued using the unit value calculated based on the net asset value of the underlying pool of securities that are mutual funds. Mutual funds trade on one or more U.S. or foreign exchanges and the fair value is derived based on the closing prices for the underlying securities.

Nonpooled separate accounts: Valued primarily using the closing price reported on the active market on which the individual securities are traded.

Cash: Is stated at cost, which is equal to fair value and held by an unaffiliated bank.

General investment account: Liquidation value based on an actuarial formula as defined under the terms of the contract. There is no observable price.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following presents the fair value hierarchy of the Company’s pension plan assets by asset class:

	December 31, 2012
	Level 1		Level 2		Level 3		Total
	(In Millions)
Investments in the qualified pension plan:
Pooled separate accounts:
Common stocks:
U.S. large capitalization	$	-	$	181	$	-	$	181
International large capitalization		-		96		-		96
U.S. small capitalization value		-		76		-		76
International emerging markets		-		49		-		49
Real estate		-		24		-		24
Bonds:
Diversified fixed-income		-		98		-		98
Total pooled separate accounts		-		524		-		524
Nonpooled separate accounts:
Common stocks:
U.S. large capitalization		134		-		-		134
U.S. mid capitalization		85		-		-		85
U.S. small capitalization		61		-		-		61
International large capitalization value		6		-		-		6
International small/mid capitalization		2		-		-		2
Corporate and other bonds		-		183		-		183
Long duration bonds		89		-		-		89
Short-term bonds		2		-		-		2
Government securities		-		174		-		174
Mortgage backed securities		-		5		-		5
Registered investment companies:
U.S. large capitalization		52		-		-		52
Emerging markets		49		-		-		49
Multi-strategy hedge funds		-		-		31		31
Limited partnerships:
International large capitalization value		-		-		96		96
Multi-strategy hedge funds		-		-		21		21
Private equity/venture capital		-		-		11		11
Asset backed securities		-		8		-		8
Real estate		-		-		32		32
Short-term cash equivalents		2		10		-		12
Cash		2		-		-		2
Total nonpooled separate accounts		484		380		191		1,055
Total general investment account option		-		-		222		222
Total	$	484	$	904	$	413	$	1,801

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

	December 31, 2011
	Level 1		Level 2		Level 3		Total
	(In Millions)
Investments in the qualified pension plan:
Pooled separate accounts:
Common stocks:
U.S. large capitalization	$	-	$	123	$	-	$	123
International large capitalization value		-		72		-		72
U.S. small capitalization value		-		66		-		66
International emerging markets		-		35		-		35
Real estate		-		21		-		21
Bonds:
Diversified fixed income		-		42		-		42
Total pooled separate accounts		-		359		-		359
Nonpooled separate accounts:
Common stocks:
U.S. large capitalization		143		-		-		143
U.S. mid capitalization		55		-		-		55
U.S. small capitalization		70		-		-		70
International large capitalization value		10		-		-		10
International small/mid capitalization		5		-		-		5
Corporate and other bonds		-		151		-		151
Long duration bonds		75		-		-		75
Short term bonds		3		-		-		3
Government securities		-		186		-		186
Mortgage backed securities		-		3		-		3
Registered investment companies:
U.S. large capitalization		49		-		-		49
Other fixed income		36		-		-		36
Multi-strategy hedge funds		-		30		-		30
Limited partnerships:
Diversified hedge fund		1		-		-		1
International large capitalization value		-		-		68		68
Multi-strategy hedge funds		-		19		-		19
Private equity/venture capital		-		4		-		4
Real estate		-		30		-		30
Short term cash equivalents		1		14		-		15
Cash		2		-		-		2
Total nonpooled separate accounts		450		437		68		955
Total general investment account option		-		-		253		253
Total	$	450	$	796	$	321	$	1,567

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following sets forth a summary of changes in the fair value of the Plan’s Level 3 investment assets:

	Limited Partnerships
	International Large-Cap Value		Multi- Strategy Hedge Fund		Private Equity/ Venture Capital		Multi- Strategy Hedge Fund		Real Estate		General Investment Account Option			Total
	(In Millions)
Balance, January 1, 2012	$	68	$	-	$	-	$	-	$	-	$	253		$	321
Realized gains		-		-		-		-		-		7			7
Unrealized gains		15		1		-		1		2		-			19
Purchases		13		-		7		-		-		38			58
Sales		-		-		-		-		-		(76	)		(76	)
Transfers to level 3		-		20		4		30		30		-			84
Balance, December 31, 2012	$	96	$	21	$	11	$	31	$	32	$	222		$	413

	Limited Partnership
	International Large-Cap Value			General Investment Account Option			Total
	(In Millions)
Balance, January 1, 2011	$	80		$	242		$	322
Realized gains		-			13			13
Unrealized losses		(12	)		-			(12	)
Purchases		-			76			76
Sales		-			(78	)		(78	)
Balance, December 31, 2011	$	68		$	253		$	321

The Company evaluated the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total net assets available for benefits. Based on this criteria, there were no significant transfers in or out of Levels 1, 2 or 3 for the year ended December 31, 2012.

Postretirement Investments

The fair value of the postretirement benefits investments of $5 million as of December 31, 2012 and 2011 is categorized as Level 1 type investments and is invested in the domestic fixed-income fund. The fund is a money market mutual fund that seeks the maximum current income consistent with stability of principal. The fund seeks to achieve this objective by investing in money market securities meeting specific credit quality standards.

The Company invests in cash, cash equivalents and liquid fixed-income securities to the extent necessary to satisfy reasonably anticipated routine current benefit liability amounts, with additional funds sufficient to satisfy reasonably unanticipated spikes in such liability activity.

FF-74

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

f. Amounts recognized in the Statutory Statements of Financial Position

Unrecognized prior service cost is the adjustment to the projected benefit obligation as a result of plan amendments. It represents the increase or decrease in benefits for service performed in prior periods. For pension benefits, this cost is amortized into net periodic benefit cost over the average remaining service-years of active employees at the time of the amendment. For other postretirement benefits, this cost is amortized into net periodic benefit cost over the average remaining lifetime of eligible employees and retirees at the time of the amendment.

Unrecognized net actuarial gains (losses) are variances between assumptions used and actual experience. These assumptions include return on assets, demographics and mortality. The unrecognized net actuarial gains (losses) are amortized if they exceed 10% of the projected benefit obligation and are amortized starting in the period after they occur. These are amortized for pension benefits into net periodic benefit cost over the remaining service-years of active employees and over the average remaining lifetime of eligible employees and retirees for other postretirement benefits.

The unrecognized net transition obligation represents the difference between the plan’s funded status and the accrued cost on the Company’s Statutory Statements of Financial Position when the Company first transitioned to current statutory guidance. This is amortized into net periodic benefit cost over a period of years from adoption through 2015 for pension benefits and through 2012 for other postretirement benefits.

The prepaid pension asset is a cumulative balance of employer contributions made to the plan netted against the plan’s accumulated net periodic benefit costs. The prepaid pension asset is a nonadmitted asset.

The accrued benefit cost recognized is the funded status of the plan adjusted for the remaining balance of unrecognized prior service cost, unrecognized net actuarial loss, unrecognized net transition obligation and the nonadmitted prepaid pension asset.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following sets forth the funded status of the plans and shows how the funded status is reconciled to the net asset and/or liability recognized in the Statutory Statements of Financial Position:

	December 31,
	2012			2011			2012			2011
	Pension Benefits						Other Postretirement Benefits
	(In Millions)
Prepaid benefit cost	$	739		$	721		$	-		$	-
Intangible assets		2			2			-			-
Nonadmitted asset		(739	)		(721	)		-			-
Total other assets	$	2		$	2		$	-		$	-
Fair value of plan assets, end of year	$	1,801		$	1,567		$	5		$	5
Less: Projected benefit obligations, end of year		2,355			2,163			363			365
Funded status, projected benefit obligation		(554	)		(596	)		(358	)		(360	)
Unrecognized prior service cost		-			-			2			2
Unrecognized net actuarial losses		1,118			1,152			78			84
Unrecognized net transition obligation		2			2			-			4
Less: Assets nonadmitted		739			721			-			-
Accrued benefit cost recognized		(173	)		(163	)		(278	)		(270	)
Additional minimum liability		(366	)		(418	)		-			-
Total other liabilities	$	(539	)	$	(581	)	$	(278	)	$	(270	)
Fair value of plan assets, end of year	$	1,801		$	1,567		$	5		$	5
Less: Accumulated benefit obligations, end of year		2,340			2,148			363			365
Funded status, accumulated benefit obligation	$	(539	)	$	(581	)	$	(358	)	$	(360	)

The qualified pension plan was underfunded by $262 million and $319 million as of December 31, 2012 and 2011, respectively. The nonqualified pension plans are not funded and have total projected benefit obligations of $292 million and $277 million as of December 31, 2012 and 2011, respectively.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The change in the net amount recognized is as follows:

	December 31,
	2012			2011
	Pension Benefits
	(In Millions)
Net amount recognized, including nonadmitted asset, beginning of year	$	558		$	500
Employer contributions		131			155
Net periodic cost		(123	)		(97	)
Subtotal net amount recognized, including nonadmitted asset		566			558
Nonadmitted asset		(739	)		(721	)
Accrued benefit cost recognized, end of year	$	(173	)	$	(163	)

An additional minimum liability is required if the plan’s accumulated benefit obligation exceeds plan assets and the net amount recognized. Increases and decreases in the additional minimum liability, less allowable intangible assets, are included in change in minimum liability included in surplus.

The following presents the additional minimum liability and shows the changes from prior year. The major contributors in the change from prior year include a lower discount rate resulting in a higher accumulated benefit obligation and growth in assets primarily due to company contributions to the qualified pension plan and market performance.

	December 31,
	2012			2011
	Pension Benefits
	(In Millions)
Change in additional minimum liability:
Accumulated benefit obligation, end of year	$	(2,340	)	$	(2,148	)
Fair value of plan assets, end of year		1,801			1,567
Funded status, accumulated benefit obligation		(539	)		(581	)
Less: Accrued benefit cost recognized, end of year		(173	)		(163	)
Additional minimum liability	$	(366	)	$	(418	)

The Company intends to fund $154 million to meet its expected obligations under its qualified and nonqualified pension plans and other postretirement benefit plans in 2013.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

g. Net periodic cost

The net periodic cost represents the annual accounting income or expense recognized by the Company and included in general insurance expenses. The net periodic cost in the Statutory Statements of Income is as follows:

	Years Ended December 31,
	2012			2011			2012		2011
	Pension Benefits						Other Postretirement Benefits
	(In Millions)
Service cost	$	59		$	42		$	4	$	4
Interest cost		92			95			14		16
Expected return on plan assets		(122	)		(105	)		-		-
Amortization of unrecognized transition obligation		1			1			4		5
Amortization of unrecognized net actuarial and other losses		93			64			2		2
Total net periodic cost	$	123		$	97		$	24	$	27

The expected future pension and other postretirement benefit payments and Medicare prescription drug government subsidy receipts, which reflect expected future service, are as follows:

	Pension Benefits		Other Postretirement Benefits		Medicare Prescription Drug Government Subsidy
	(In Millions)
2013	$	80	$	22	$	(3	)
2014		84		23		(3	)
2015		89		23		(3	)
2016		94		24		(3	)
2017		98		25		(4	)
2018-2022		566		134		(22	)

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The net expense charged to operations for all employee and agent benefit plans are as follows:

	Years Ended December 31,
	2012		2011		2010
	(In Millions)
Pension	$	123	$	97	$	89
Health		61		59		64
Thrift		28		28		29
Postretirement		24		27		31
Life		3		3		3
Disability		3		2		2
Postemployment		1		1		1
Other benefits		7		7		6
Total	$	250	$	224	$	225

h. Assumptions

The assumptions the Company used to calculate the benefit obligations and to determine the benefit costs are as follows:

							December 31,
	2012			2011			2010			2012			2011			2010
	Pension Benefits									Other Postretirement Benefits
Weighted-average assumptions used to determine:
Benefit obligations:
Discount rate		4.00	%		4.35	%		5.50	%		3.80	%		4.25	%		5.30	%
Expected rate of compensation increase		4.00	%		4.00	%		4.00	%		4.00	%		4.00	%		4.00	%
Net periodic benefit cost:
Discount rate		4.35	%		5.50	%		5.95	%		4.25	%		5.30	%		5.75	%
Expected long-term rate of return on plan assets		7.75	%		7.75	%		7.75	%		3.00	%		3.00	%		3.00	%
Expected rate of compensation increase		4.00	%		4.00	%		4.00	%		4.00	%		4.00	%		4.00	%
Assumed health care cost trend rates:
Health care cost trend rate		-			-			-			7.00	%		7.00	%		7.00	%
Ultimate health care cost trend rate after gradual decrease until 2020 and 2018 for 2012 and 2011, respectively.		-			-			-			5.00	%		5.00	%		5.00	%

The discount rate used to determine the benefit obligations as of year-end is used to determine the expense in the next fiscal year.

The Company determines its assumptions for the expected rate of return on plan assets for its plans using a “building block” approach, which focuses on ranges of anticipated rates of return for each asset class. A weighted range of nominal rates is determined based on target allocations for each asset class.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one percentage point change in the assumed health care cost trend rate would have had the following effects in 2012:

	One Percentage		One Percentage
	Point Increase		Point Decrease
	(In Millions)
Effect on total service and interest cost	$	2		$	(2	)
Effect on other postretirement benefit obligations		36			(29	)

14. Employee compensation plans

The Company has a long-term incentive compensation plan under which certain employees of the Company and its subsidiaries may be issued phantom share-based compensation awards. These awards include PSARs and PRS. These awards do not grant an equity or ownership interest in the Company.

A summary of share-based payment details representing the weighted average grant price of PSARs and PRS shares granted, the intrinsic value of PSARs shares exercised, the PRS liabilities paid and the fair value of shares vested during the year is as follows:

	For the Years Ended
	December 31,
	2012		2011		2010
Weighted average grant date fair value (whole $):
PSAR granted during the year	$	64.27	$	62.77	$	50.31
PRS granted during the year		64.34		62.83		50.31
Intrinsic value (in thousands):
PSAR options exercised		55,146		27,831		784
PRS liabilities paid		15,461		3,181		59
Fair value of shares vested during the year		76,536		51,620		53,678

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

A summary of PSARs and PRS vested and nonvested shares is as follows:

	PSARs							PRS
				Weighted Average							Weighted Average
	Number					Remaining		Number					Remaining
	of					Contract		of					Contract
	Share Units			Price		Terms		Share Units			Price		Terms
	(In Thousands)			(Whole $)		(In Years)		(In Thousands)			(Whole $)		(In Years)
Outstanding as of January 1, 2011		4,148		$	46.02		1.5		1,104		$	42.39		3.6
Granted		883			62.77				313			62.83
Exercised		(1,597	)		53.23				(49	)		58.16
Forfeited		(79	)		49.29				(45	)		49.73
Outstanding as of December 31, 2011		3,355			46.82		1.1		1,323			46.32		3.3
Granted		887			64.27				312			64.34
Exercised		(1,562	)		36.70				(241	)		38.25
Forfeited		(28	)		62.03				(34	)		55.19
Outstanding as of December 31, 2012		2,652			58.56		1.6		1,360			51.67		3.2
Exercisable as of December 31, 2012		65		$	42.07		-		-		$	-		-

The PSARs compensation expense was $44 million, $29 million and $36 million for the years ended December 31, 2012, 2011 and 2010, respectively. The PSARs accrued compensation liability was $38 million and $50 million as of December 31, 2012 and 2011, respectively. Unrecognized compensation expense related to nonvested PSARs awards was $15 million, $8 million and $19 million as of December 31, 2012, 2011 and 2010, respectively. The PSARs unrecognized compensation expense represents the total intrinsic value of all shares issued if 100% vested at current share price, minus current compensation liability. The nonadmitted deferred tax benefit for the year ended December 31, 2012 was $1 million. There was no non-admitted deferred tax benefit for the year ended December 31, 2011. The nonadmitted deferred tax benefit for the year ended December 31, 2010 was $8 million.

The PRS compensation expense was $33 million, $23 million and $17 million for the years ended December 31, 2012, 2011 and 2010, respectively. The PRS accrued compensation liability was $63 million and $45 million as of December 31, 2012 and 2011, respectively. Unrecognized compensation expense related to nonvested PRS awards as of December 31, 2012, 2011 and 2010 was $44 million, $39 million and $44 million, respectively. The PRS unrecognized compensation expense represents the total value of all shares issued if 100% vested at the current share price, minus current compensation liability. The related nonadmitted deferred tax benefit for the years ended December 31, 2012, 2011 and 2010 was $4 million, $3 million and $5 million, respectively.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

15. Federal income taxes

The Company provides for deferred income taxes based on an admissibility limitation of 15% of surplus and a three year reversal/realization period.

The net DTA or net DTL recognized in the Company’s assets, liabilities and surplus are as follows:

	December 31, 2012
	Ordinary			Capital			Total
				(In Millions)
Gross DTAs	$	2,568		$	75		$	2,643
Statutory valuation allowance adjustment		-			-			-
Adjusted gross DTAs		2,568			75			2,643
DTAs nonadmitted		-			-			-
Subtotal net admitted DTA		2,568			75			2,643
Total gross DTLs		(1,433	)		(603	)		(2,036	)
Net admitted DTA(L)	$	1,135		$	(528	)	$	607
	December 31, 2011
	Ordinary			Capital			Total
				(In Millions)
Gross DTAs	$	4,829		$	187		$	5,016
Statutory valuation allowance adjustment		-			-			-
Adjusted gross DTAs		4,829			187			5,016
DTAs nonadmitted		-			-			-
Subtotal net admitted DTA		4,829			187			5,016
Total gross DTLs		(3,655	)		(303	)		(3,958	)
Net admitted DTA(L)	$	1,174		$	(116	)	$	1,058
				Change
	Ordinary			Capital			Total
				(In Millions)
Gross DTAs	$	(2,261	)	$	(112	)	$	(2,373	)
Statutory valuation allowance adjustment		-			-			-
Adjusted gross DTAs		(2,261	)		(112	)		(2,373	)
DTAs nonadmitted		-			-			-
Subtotal net admitted DTA		(2,261	)		(112	)		(2,373	)
Total gross DTLs		2,222			(300	)		1,922
Net admitted DTA(L)	$	(39	)	$	(412	)	$	(451	)

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Pursuant to issued guidance, the Company is admitting DTAs for the current reporting period in accordance with the NAIC approved revisions effective for 2011 and 2012. The amount of adjusted gross DTA admitted under each component and the resulting increased amount by tax character are as follows:

	December 31, 2012
	Ordinary			Capital			Total
	(In Millions)
Admitted DTA 3 years:
Federal income taxes that can be recovered	$	24		$	-		$	24
Remaining adjusted gross DTAs expected to be realized within 3 years (lesser of 1 or 2):
1. Adjusted gross DTA to be realized		1,003			75			1,078
2. Adjusted gross DTA allowed per limitation threshold		1,713			75			1,788
Lesser of lines 1 or 2		1,003			75			1,078
Total gross DTLs allowed per limitation threshold		1,541			-			1,541
Total admitted DTA realized within 3 years	$	2,568		$	75		$	2,643
	December 31, 2011
	Ordinary			Capital			Total
	(In Millions)
Admitted DTA 3 years:
Federal income taxes that can be recovered	$	85		$	-		$	85
Remaining adjusted gross DTAs expected to be realized within 3 years
1. Adjusted gross DTA to be realized		913			187			1,100
2. Adjusted gross DTA allowed per limitation threshold		1,259			268			1,527
Lesser of lines 1 or 2		913			187			1,100
Total gross DTLs allowed per limitation threshold		3,831			-			3,831
Total admitted DTA realized within 3 years	$	4,829		$	187		$	5,016
				Change
	Ordinary			Capital			Total
	(In Millions)
Admitted DTA 3 years:
Federal income taxes that can be recovered	$	(61	)	$	-		$	(61	)
Remaining adjusted gross DTAs expected to be realized within 3 years
1. Adjusted gross DTA to be realized		90			(112	)		(22	)
2. Adjusted gross DTA allowed per limitation threshold		454			(193	)		261
Lesser of lines 1 or 2		90			(112	)		(22	)
Total gross DTLs allowed per limitation threshold		(2,290	)		-			(2,290	)
Total admitted DTA realized within 3 years	$	(2,261	)	$	(112	)	$	(2,373	)

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The Company’s total realization threshold limitations are as follows:

	December 31,
	2012		2011
	($ In Millions)
Ratio percentage used to determine recovery period and threshold limitation		968%		965%
Amount of adjusted capital and surplus used to determine recovery period and threshold limitation above	$	11,921	$	10,185

The ultimate realization of DTAs depends on the generation of future taxable income during the periods in which the temporary differences are deductible. Management considers the scheduled reversal of DTLs (including the impact of available carryback and carryforward periods), projected taxable income and tax-planning strategies in making this assessment. The impact of tax-planning strategies is as follows:

	December 31, 2012
	Ordinary		Capital		Total
			(Percent)
Impact of tax planning strategies:
Adjusted gross DTAs
(% of total adjusted gross DTAs)		- %		- %		- %
Net admitted adjusted gross DTAs
(% of total net admitted adjusted gross DTAs)		- %		- %		- %
	December 31, 2011
	Ordinary		Capital		Total
			(Percent)
Impact of tax planning strategies:
Adjusted gross DTAs
(% of total adjusted gross DTAs)		- %		- %		- %
Net admitted adjusted gross DTAs
(% of total net admitted adjusted gross DTAs)		6%		- %		6%
			Change
	Ordinary		Capital		Total
			(Percent)
Impact of tax planning strategies:
Adjusted gross DTAs
(% of total adjusted gross DTAs)		- %		- %		- %
Net admitted adjusted gross DTAs
(% of total net admitted adjusted gross DTAs)		-6%		- %		-6%

There are no reinsurance strategies included in the Company’s tax-planning.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The provision for current tax expense on earnings is as follows:

	Years Ended December 31,
	2012			2011			2010
	(In Millions)
Federal income tax benefit on operating earnings	$	(124	)	$	(309	)	$	(264	)
Foreign income tax expense on operating earnings		16			16			13
Total federal and foreign income tax benefit on operating earnings		(108	)		(293	)		(251	)
Federal income tax expense (benefit) on net realized capital gains (losses)		(293	)		174			18
Total federal and foreign income tax benefit	$	(401	)	$	(119	)	$	(233	)

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The tax effects of temporary differences that give rise to significant portions of the DTAs and DTLs are as follows:

			December 31,
	2012		2011		Change
	(In Millions)
DTAs:
Ordinary
Reserve items	$	786	$	810	$	(24	)
Policy acquisition costs		514		488		26
Nonadmitted assets		447		501		(54	)
Pension and compensation related items		332		343		(11	)
Policyholders’ dividends		312		341		(29	)
Tax credits		97		78		19
Expense items		55		32		23
Unrealized investment losses		25		2,098		(2,073	)
Investment items		-		121		(121	)
Other		-		17		(17	)
Total ordinary DTAs		2,568		4,829		(2,261	)
Nonadmitted DTAs		-		-		-
Admitted ordinary DTAs		2,568		4,829		(2,261	)
Capital
Unrealized investment losses		75		82		(7	)
Investment items		-		105		(105	)
Total capital DTAs		75		187		(112	)
Nonadmitted DTAs		-		-		-
Admitted capital DTAs		75		187		(112	)
Admitted DTAs		2,643		5,016		(2,373	)
DTLs:
Ordinary
Unrealized investment gains		495		2,975		(2,480	)
Pension items		258		252		6
Deferred and uncollected premium		241		228		13
Investment items		207		-		207
Reserve for audits and settlements		4		-		4
Other		228		200		28
Total ordinary DTLs		1,433		3,655		(2,222	)
Capital
Unrealized investment gains		603		303		300
Total capital DTLs		603		303		300
Total DTLs		2,036		3,958		(1,922	)
Net admitted DTA	$	607	$	1,058	$	(451	)

FF-86

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The change in net deferred income taxes is comprised of the following:

	Years Ended
	December 31,
	2012			2011
	(In Millions)
Net DTA(L)	$	(451	)	$	(369	)
Less: Items not recorded in the change in net deferred income taxes:
Tax-effect of unrealized gains/(losses)		(100	)		358
Change in net deferred income taxes	$	(551	)	$	(11	)

As of December 31, 2012, the Company had no net operating or capital loss carryforwards to include in deferred income taxes. The Company has total tax credit carryforwards of $97 million in deferred taxes.

The components of federal and foreign income tax on operating items is recorded on the Statutory Statements of Income and Statutory Statements of Changes in Surplus and is different from that which would be obtained by applying the prevailing federal income tax rate to operating income before taxes. The significant items causing this difference are as follows:

	Years Ended December 31,
	2012			2011			2010
	(In Millions)
Provision computed at statutory rate	$	232		$	286		$	153
Nonadmitted assets		55			(42	)		(129	)
Foreign governmental income taxes		11			11			10
Expense items		3			10			(43	)
Investment items		(91	)		(330	)		(179	)
Tax credits		(40	)		(38	)		(40	)
Change in reserve valuation basis		(9	)		(4	)		6
Other		(11	)		(1	)		(3	)
Total statutory income tax expense (benefit)	$	150		$	(108	)	$	(225	)
Federal and foreign income tax benefit	$	(401	)	$	(119	)	$	(233	)
Change in net deferred income taxes		551			11			8
Total statutory income tax expense (benefit)	$	150		$	(108	)	$	(225	)

During the years ended December 31, 2012, 2011, and 2010, the Company received refunds of federal income taxes in the amounts of $26 million, $88 million and $309 million, respectively. As a result of the aforementioned refunds, there are no federal income taxes available for recovery as of the year ended December 31, 2012.

FF-87

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The Company and its eligible U.S. subsidiaries are included in a consolidated U.S. federal income tax return. The Company and its subsidiaries and affiliates also file income tax returns in various states and foreign jurisdictions. The Company and its eligible subsidiaries and certain affiliates (the Parties) have executed and are subject to a written tax allocation agreement (the Agreement). The Agreement sets forth the manner in which the total combined federal income tax is allocated among the Parties. The Agreement provides the Company with the enforceable right to recoup federal income taxes paid in prior years in the event of future net losses, which it may incur. Further, the Agreement provides the Company with the enforceable right to utilize its net losses carried forward as an offset to future net income subject to federal income taxes.

Companies are required to disclose unrecognized tax benefits, which are the tax effect of positions taken on their tax returns which may be challenged by the various taxing authorities, in order to provide users of financial statements more information regarding potential liabilities. The Company recognizes tax benefits and related reserves in accordance with existing statutory accounting guidance for liabilities, contingencies and impairments of assets.

The following is a reconciliation of the beginning and ending liability for unrecognized tax benefits (in millions):

Balance, January 1, 2012	$	329
Gross change related to positions taken in prior years		(94	)
Gross change related to positions taken in current year		(8	)
Gross change related to settlements		-
Gross change related to lapse of statutes of limitations		-
Balance, December 31, 2012	$	227

Included in the liability for unrecognized tax benefits as of December 31, 2012, are $214 million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The liability for the unrecognized tax benefit balance as of December 31, 2012, includes $10 million of unrecognized tax benefits net of indirect tax benefits of $3 million that, if recognized, would impact the Company’s effective tax rate.

The Company recognizes accrued interest and penalties related to the liability for unrecognized tax benefits as a component of the provision for income taxes. The amount of net interest recognized in the Company’s financial statements as of December 31, 2012 and 2011 was $19 million and $21 million, respectively. The Company has accrued no penalties related to the liability for unrecognized tax benefits.

The Internal Revenue Service (IRS) has completed its examination of the years 2007 and prior. The IRS is currently auditing the years 2008 through 2010. The Company does not expect a material change in its financial position or liquidity as a result of these audits. The Company is currently in litigation with the federal government regarding the timing of the deduction for certain policyholder dividends for tax years 1995 through 1997. In January 2012, the Company prevailed in the U.S. Court of Federal Claims, subject to the government’s right to appeal. The favorable effect of this decision has been reflected in the Company’s financial statements as of December 31, 2011, by recording a federal income tax benefit of $141 million in the Statutory Statements of Income, with a net increase of $58 million to Surplus. The Company recorded additional federal income tax impacts as of December 31, 2012, for tax years ended after 1997 by recording a net federal income tax benefit of $97 million in the Statutory Statements of Income, with a net increase of $16 million to Surplus. As of December 31, 2012 and 2011, the Company had no protective deposits recognized as admitted assets.

In July 2012, the IRS issued an industry directive that addressed the proper timing of partial worthlessness tax deductions claimed by insurance companies for certain securities, including regular interests in mortgage backed securities. In the fourth quarter of 2012, the Company recorded a net federal income tax benefit of $397 million in net realized capital gains, with a net decrease of $392 million in deferred tax assets recorded through surplus.

During 2012 the Company refined its method of allocating taxes to the AVR to better match its deferred tax assets. The impact of this refinement is included in the change in AVR, decreasing surplus by $57 million.

FF-88

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The Small Business Jobs Act of 2010, enacted in September 2010, provided an additional one year extension of the 50% first year bonus depreciation for property placed in service in 2010. The Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 became law on December 17, 2010. This Act allows the extension of 50% bonus depreciation through 2012 with the option of claiming 100% bonus depreciation for certain property placed in service after September 8, 2010, through 2011. The American Taxpayer Relief Act of 2012, signed into law on January 2, 2013, extended the 50% first year bonus depreciation to qualified property acquired and placed in service before January 1, 2014. These new tax provisions will not have a material effect on the Company’s financial position or liquidity.

16. Transferable state tax credits

All transferable state tax credits have been used as of December 31, 2012.

17. Business risks, commitments and contingencies

a. Risks and uncertainties

The Company operates in a business environment subject to various risks and uncertainties. Such risks and uncertainties include, but are not limited to, currency exchange risk, interest rate risk and credit risk. Interest rate risk is the potential for interest rates to change, which can cause fluctuations in the value of investments and amounts due to policyholders. To the extent that fluctuations in interest rates cause the duration of assets and liabilities to differ, the Company controls its exposure to this risk by, among other things, asset/liability management techniques that account for the cash flow characteristics of the assets and liabilities.

Currency exchange risk

The Company has currency risk due to its non-U.S. dollar investments and medium-term notes along with its international operations. The Company mitigates currency risk through the use of cross-currency swaps and forward contracts. Cross-currency swaps are used to minimize currency risk for certain non-U.S. dollar assets and liabilities through a pre-specified exchange of interest and principal. Forward contracts are used to hedge movements in exchange rates.

Investment and interest rate risks

Investment earnings can be influenced by a number of factors including changes in interest rates, credit spreads, equity markets, general economic conditions and asset allocation. The Company employs a rigorous asset/liability management process to help manage the economics related to investment risks, in particular interest rate risk.

As interest rates decline, certain securities are more susceptible to paydowns and prepayments. During such periods, the Company generally will not be able to reinvest the proceeds at comparable yields. Lower interest rates will likely result in lower net investment income and, if declines are sustained for a long period of time, the Company may be subject to reinvestment risks. Declining interest rates also result in increases in the fair value of the investment portfolio.

Interest rates also have an impact on the Company’s products with guaranteed minimum payouts and interest credited to account holders. As interest rates decrease, investment spreads may contract as interest rates approach minimum guarantees, leading to an increased liability to the Company.

In periods of increasing interest rates, life insurance policy loans, surrenders and withdrawals may increase as policyholders seek investments with higher perceived returns. This could result in cash outflows requiring the Company to sell invested assets at a time when the prices of those assets are adversely affected by the increase in market interest rates, which could cause the Company to realize investment losses.

FF-89

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Asset-based fees calculated as a percentage of the separate account assets are a source of revenue to the Company. Gains and losses in the equity markets may result in corresponding increases and decreases in the Company’s separate account assets and related revenue.

Credit and other market risks

Credit risk is the risk that issuers of investments owned by the Company may default or that other parties may not be able to pay amounts due to the Company. The Company attempts to manage its investments to limit credit risk by diversifying its portfolio among various security types and industry sectors as well as purchasing credit default swaps to transfer some of the risk.

Since late 2006, declining U.S. housing prices led to higher delinquency and loss rates, reduced credit availability, and reduced liquidity in the residential loan and securities markets. The decline in housing prices was precipitated by several years of rising residential mortgage rates, relaxed underwriting standards by residential mortgage loan originators and substantial growth in affordable mortgage products including pay option adjustable rate mortgages and interest only loans.

The downturn in housing prices caused a decline in the credit performance of RMBS with unprecedented borrower defaults. Market pricing was affected both by the deterioration in fundamentals as well as by the reduced liquidity and higher risk premium demanded by investors. As measured by Case-Shiller’s home price index, house prices were flat to negative from mid-2011 to mid-2012; the index has turned positive more recently. Liquidation rates and foreclosure resolutions remain low but are above their post-crisis bottoms. Liquidity for securities was weak for most of 2011 but 2012 has seen increased liquidity and trading activity as market participants focus on relative value, improving fundamentals and the scarcity of RMBS due to a lack of new issuance. This has led to the highest post-crisis prices for all RMBS asset classes.

The Company has implemented a review process for determining the nature and timing of OTTI on securities containing these risk characteristics. Cash flows are modeled for all bonds deemed to be at risk for impairment using prepayment, default, and loan loss severity assumptions that vary according to collateral attributes and housing price trends since origination. These assumptions are reviewed quarterly and changes are made as market conditions warrant.

Internal models utilized in testing for impairment calculate the present value of cash flows expected to be received over the average life of the security, discounted at the purchase yield or discount margin. RMBS are highly sensitive to evolving conditions that can impair the cash flows realized by investors and the ultimate emergence of losses is subject to uncertainty. If defaults were to increase above the stresses imposed in the Company’s analysis or default severities were to be worse than expected, management would need to reassess whether such credit events have changed the Company’s assessment of OTTI in light of changes in the expected performance of these assets. Weak new issue market conditions, coupled with uncertain rating agency requirements, continue to adversely affect lenders’ underwriting appetite for new financing arrangements and hence have diminished borrowers’ ability to refinance the underlying mortgages. Also, a further downturn of the economy and the real estate market and high levels of unemployment could result in continued defaults and ultimately, additional recognition of OTTI.

Management’s judgment regarding OTTI and estimated fair value depends upon evolving conditions that can alter the anticipated cash flows realized by investors. It can also be affected by the market liquidity, a lack of which can make it difficult to obtain accurate market prices for RMBS and other investments, including CMBS and leveraged loans. Further deterioration in economic fundamentals could affect management’s judgment regarding OTTI. In addition, deterioration in market conditions may affect carrying values assigned by management. These factors could negatively impact the Company’s results of operations, surplus and disclosed fair values.

FF-90

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The Company has investments in structured products exposed primarily to the credit risk of corporate bank loans, corporate bonds or credit default swap contracts referencing corporate credit risk. Most of these structured investments are backed by corporate loans and are commonly known as collateralized loan obligations that are classified as CDOs. The portfolios backing these investments are actively managed and diversified by industry and individual issuer concentrations. Due to the complex nature of CDOs and the reduced level of transparency to the underlying collateral pools for many market participants, the recovery in CDO valuations generally lagged the overall recovery in the underlying assets. Management believes its scenario analysis approach, based primarily on actual collateral data and forward looking assumptions, does capture the credit and most other risks in each pool. However, in a rapidly changing economic environment, the credit and other risks in each collateral pool will be more volatile and actual credit performance of each CDO investment may differ from the Company’s assumptions.

As of December 31, 2012, the securities with exposure to entities domiciled within Greece, Italy, Ireland, Portugal and Spain collectively accounted for less than 1% of invested assets held in the Company’s general account. These holdings are highly diversified and over 83% are comprised of investment grade-rated (NAIC) debt securities issued predominantly by domestic utilities and corporations with large global operations. Within these countries, the Company did not have any sovereign debt exposure and it did not hold any domestic bank-issued securities.

The Company has investments in European leveraged loans that have higher interest rates than investment grade debt instruments, reflecting additional risk of default. With a further slight improvement in the fourth quarter of 2012, the average secondary price of leveraged loans in Europe was up around 5% over the year as a whole, primarily driven by underlying corporate performance. Underlying concerns over the macroeconomic outlook and debt burden of certain parts of the Eurozone remain significant, but the Company’s direct exposure on loans to companies in these countries is limited. While progress has been made, the extent of refinancing required in the European loan market over the next three years remains relatively significant and uncertainty over the sources of this refinancing may lead to an increase in default rates going forward.

Current economic leading indicators remain sluggish and the uncertainty of the U.S. debt ceiling continues to be a factor for the Company’s commercial mortgage loan portfolio. The impact of this uncertainty on job growth and business sentiment indicates a slow, uneven economic growth outlook for 2013. Notwithstanding slowing GDP growth, commercial real estate is benefiting from slowly improving leasing fundamentals and limited new supply. The pace of recovery in office, industrial and retail sectors will slow in reaction to slower job growth while apartment and hotel market fundamentals appear sound. Investor appetite for steady cash flow has kept core pricing competitive and broadened the price recovery beyond coastal markets. Real estate markets are not uniform and there are clear leaders and laggards emerging. The Company continues to monitor global, national and local market fundamentals in both its new origination and the portfolio management functions.

Market risk arises within the Company’s employee benefit plans to the extent that the obligations of the plans are not fully matched by assets with determinable cash flows. Pension and postretirement obligations are subject to change due to fluctuations in the discount rates used to measure the liabilities as well as factors such as changes in inflation, salary increases and participants living longer. The risks are that market fluctuations could result in assets that are insufficient over time to cover the level of projected benefit obligations. In addition, increases in inflation and members living longer could increase the pension and postretirement obligations. Management determines the level of this risk using reports prepared by independent actuaries and takes action, where appropriate, in terms of setting investment strategy and determining contribution levels. In the event that the pension obligations arising under the Company’s employee benefit plans exceed the assets set aside to meet the obligations, the Company may be required to make additional contributions or increase its level of contributions to these plans.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

b. Leases

The Company leases office space and equipment in the normal course of business under various noncancelable operating lease agreements. Additionally, the Company, as lessee, has entered various sublease agreements with affiliates for office space, such as OFI and Babson Capital. Total rental expense on net operating leases, recorded in general insurance expenses, was $79 million, $81 million and $82 million, which is net of $17 million, $22 million and $28 million of sublease receipts, for the years ended December 31, 2012, 2011 and 2010, respectively.

Future minimum commitments for all net operating lease contractual obligations as of December 31, 2012 were as follows:

	Gross Operating		Affiliated		Net Operating
	Leases		Subleases		Leases
	(In Millions)
2013	$	91	$	15	$	76
2014		80		9		71
2015		37		9		28
2016		32		9		23
2017		22		6		16
Thereafter		49		21		28
Total	$	311	$	69	$	242

As of December 31, 2012, nonaffiliated subleases were less than $1 million.

c. Guaranty funds

The Company is subject to insurance guaranty fund laws in the states in which it does business. These laws assess insurance companies amounts to be used to pay benefits to policyholders and policy claimants of insolvent insurance companies. Many states allow these assessments to be credited against future premium taxes. The Company believes such assessments in excess of amounts accrued will not materially impact its financial position, results of operations or liquidity.

d. Litigation

The Company is involved in litigation arising in and out of the normal course of business, which seeks both compensatory and punitive damages. Although the Company is not aware of any actions or allegations that reasonably should give rise to a material adverse impact to the Company’s financial position or liquidity, the outcome of litigation cannot be foreseen with certainty. It is the opinion of management that the ultimate resolution of these matters will not materially impact the Company’s financial position or liquidity. However, the outcome of a particular proceeding may be material to the Company’s operating results for a particular period depending upon, among other factors, the size of the loss or liability and the level of the Company’s income for the period.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Since December 2008, the Company and MMHLLC have been named as defendants in a number of putative class action and individual lawsuits filed by investors seeking to recover investments they allegedly lost as a result of the “Ponzi” scheme run by Bernard L. Madoff through his company, Bernard L. Madoff Investment Securities, LLC (BLMIS). The plaintiffs allege a variety of state law and federal securities claims against the Company and/or MMHLLC, and certain of its subsidiaries, seeking to recover losses arising from their investments in several funds managed by Tremont Group Holdings, Inc. (Tremont) or Tremont Partners, Inc., including Rye Select Broad Market Prime Fund, L.P., Rye Select Broad Market Fund, L.P., American Masters Broad Market Prime Fund, L.P., American Masters Market Neutral Fund, L.P. and/or Tremont Market Neutral Fund, L.P. Tremont and its subsidiary, Tremont Partners, Inc., are indirect subsidiaries of MMHLLC. Certain of the lawsuits have been consolidated into three groups of suits pending in the U.S. District Court for the Southern District of New York. In February 2011, the parties in the consolidated federal litigation submitted to the court a proposed settlement agreement. In August 2011, the court entered an order and final judgment approving the settlement. Appeals have been filed and remain pending. The settlement, if affirmed on appeal, will not have a significant financial impact on the Company.

Additionally, a number of other lawsuits were filed in state courts in California, Colorado, Florida, Massachusetts, New Mexico, New York and Washington by investors in Tremont funds against Tremont, and in certain cases against the Company, MMHLLC and other defendants, raising claims similar to those in the consolidated federal litigation. Those cases are in various stages of litigation. The Company believes it has substantial defenses and will continue to vigorously defend itself in these actions. No reasonable estimate can be made at this time regarding the potential liability, if any, or the amount or range of any loss that may result from these claims.

In 2009, the Trustee appointed under the Securities Investor Protection Act to liquidate BLMIS notified Tremont that the bankruptcy estate of BLMIS has purported preference and fraudulent transfer claims against Tremont’s Rye Select Broad Market funds and certain other Tremont-managed funds to recover redemption payments received from BLMIS by certain of those Rye Select funds. In December 2010, the Trustee filed suit in the U.S. Bankruptcy Court for the Southern District of New York against Tremont, Oppenheimer Acquisition Corp., the Company and others. Certain of these Tremont funds, in turn, have notified the Trustee of substantial claims by them against BLMIS. In September 2011, the court approved the proposed settlement with the Trustee that had been filed with the court in July. Certain parties have filed notices of appeal. In June 2012, the U.S. District Court for the Southern District of New York granted defendants’ motion to dismiss the appeals. The settlement, which has now been affirmed, did not have a significant financial impact on the Company.

On October 19, 2011, Golden Star, Inc. (Golden Star), plan administrator of the Golden Star Administrative Associates 401(k) Plan and Golden Star Bargaining Associates 401(k) Plan, filed a putative class action lawsuit in the U.S. District Court for the District of Massachusetts against the Company. Golden Star alleges, among other things, that the Company breached its alleged fiduciary duties while performing services to 401(k) plans and that certain of its actions constituted “Prohibited Transactions” under the Employee Retirement Income Security Act of 1974. The Company believes that it has numerous substantial defenses to the claims and will vigorously defend itself. No reasonable estimate can be made at this time regarding the potential liability, if any, or the amount or range of any loss that may result from this action.

Christina Chavez (Chavez) filed a putative class action complaint against the Company in April 2010. Chavez alleges that the Company breached its obligations to its term life policyholders in California by not paying dividends on those policies. The parties are engaged in active discovery. The Company believes it has substantial defenses and will continue to vigorously defend itself in these actions. No reasonable estimate can be made at this time regarding the potential liability, if any, or the amount or range of any loss that may result from this claim.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

In 2009, numerous lawsuits (the Rochester Suits) were filed as putative class actions in connection with the investment performance of certain municipal bond funds advised by OFI and distributed by its subsidiary, OppenheimerFunds Distributor, Inc. The Rochester Suits raise claims under federal securities laws alleging that, among other things, the disclosure documents of the funds contained misrepresentations and omissions, that the investment policies of the funds were not followed and that the funds and other defendants violated federal securities laws and regulations and certain state laws. The Rochester Suits have been consolidated into seven groups, one for each of the funds, in the U.S. district court in Colorado. Amended complaints and motions to dismiss were filed. In October 2011, the court issued an order granting and denying in part defendants’ motions to dismiss in five of the seven suits. In January 2012, the court granted a stipulated scheduling and discovery order in these actions. In September 2012, defendants opposed plaintiffs’ July 2012 motion for class certification and filed motions for partial summary judgment in several of the Rochester Suits. OFI believes it has substantial defenses and will continue to vigorously defend itself in these actions. No reasonable estimate can be made at this time regarding the potential liability, if any, or the amount or range of any loss that may result from this claim.

In May 2009, the Company was named as a defendant in a private action related to certain losses in a bank owned life insurance (BOLI) policy issued by the Company. The plaintiff alleges, among other things, fraud, breach of contract and breach of fiduciary duty claims against the Company, and it seeks to recover losses arising from investments pursuant to the BOLI policy. The Company believes it has substantial defenses and will continue to vigorously defend itself in this action. No reasonable estimate can be made at this time regarding the potential liability, if any, or the amount or range of any loss that may result from this claim.

In July 2012, Karen Bacchi filed a putative class action complaint against the Company in federal court alleging that the Company breached its contracts by allegedly failing to distribute surplus in excess of the statutorily prescribed limit. The matter is in the initial pleading stages. The Company believes that it has substantial defenses and will vigorously defend itself. No reasonable estimate can be made at this time regarding the potential liability, if any, or the amount or range of any loss that may result from this claim.

In July 2012, members of the Keros family filed a putative class action complaint against the Company and its directors in federal court alleging breach of fiduciary duty related to an alleged violation of Massachusetts law concerning domestic mutual insurance company voting practices. The Company and directors’ motions to dismiss are pending. The Company believes that it has substantial defenses and will vigorously defend itself. No reasonable estimate can be made at this time regarding the potential liability, if any, or the amount or range of any loss that may result from this claim.

e. Regulatory matters

The Company is subject to governmental and administrative proceedings and regulatory inquiries, examinations and investigations in the ordinary course of its business. In connection with regulatory inquiries, examinations and investigations, the Company has been contacted by various regulatory agencies including, among others, the Securities and Exchange Commission, the U.S. Department of Labor and various state insurance departments and state attorneys general. The Company has cooperated fully with these regulatory agencies with regard to their inquiries, examinations and investigations and has responded to information requests and comments.

Market volatility in the financial services industry over the last several years has contributed to increased scrutiny of the entire financial services industry. Therefore, the Company believes that it is reasonable to expect that proceedings, regulatory inquiries, examinations and investigations into the insurance and financial services industries will continue for the foreseeable future. Additionally, new industry-wide legislation, rules and regulations could significantly affect the insurance and financial services industries as a whole. It is the opinion of management that the ultimate resolution of these regulatory inquiries, examinations, investigations, legislative and regulatory changes of which we are aware will not materially impact the Company’s financial position or liquidity. However, the outcome of a particular matter may be material to the Company’s operating results for a particular period depending upon, among other factors, the financial impact of the matter and the level of the Company’s income for the period.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

f. Commitments

In the normal course of business, the Company provides specified guarantees and funding to MMHLLC and certain of its subsidiaries. As of December 31, 2012 and 2011, the Company had approximately $75 million of unsecured funding commitments. The unsecured commitments are included in private placements in the table below. As of December 31, 2012 and 2011, the Company had not funded, nor had an outstanding balance due on these commitments.

In the normal course of business, the Company enters into letter of credit arrangements. As of December 31, 2012 and 2011, the Company had approximately $82 million and $94 million of outstanding letter of credit arrangements, respectively. As of December 31, 2012 and 2011, the Company did not have a funding request attributable to these letter of credit arrangements.

As of December 31, 2012 and 2011, the Company approved financing of $2,048 million for MassMutual Asset Finance LLC that can be used to finance ongoing asset purchases and refinance existing Company provided lines of credit. Borrowings under the facility with the Company as of December 31, 2012 and 2011, were $1,499 million and $1,221 million, respectively, with interest of $31 million, $34 million and $19 million for the years ended December 31, 2012, 2011 and 2010, respectively. The unfunded amount of the facility, totaling $549 million as of December 31, 2012, is included in private placements in the table below. The interest of this facility adjusts monthly based on the 30-day LIBOR.

In the normal course of business, the Company enters into commitments to purchase certain investments. The majority of these commitments have funding periods that extend between one and five years. The Company is not required to fund commitments once the commitment period expires.

As of December 31, 2012, the Company had the following commitments:

									There-
	2013		2014		2015		2016		after		Total
					(In Millions)
Private placements	$	1,395	$	465	$	555	$	4	$	24	$	2,443
Mortgage loans		363		13		75		150		-		601
Partnerships and LLC		381		772		217		217		1,057		2,644
LIHTC investments (including equity contributions)		2		41		50		14		91		198
Total	$	2,141	$	1,291	$	897	$	385	$	1,172	$	5,886

In the normal course of business the Company enters into commitments related to property lease arrangements, certain indemnities, investments and other business obligations. As of December 31, 2012 and 2011, the Company had no outstanding obligations attributable to these commitments.

Certain commitments and guarantees of the Company provide for the maintenance of subsidiary regulatory capital and surplus levels and liquidity sufficient to meet certain obligations. These commitments and guarantees are not limited. As of December 31, 2012 and 2011, the Company had no outstanding obligations attributable to these commitments and guarantees.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

g. Guarantees

In the normal course of business the Company enters into guarantees related to employee and retirement benefits, the maintenance of subsidiary regulatory capital, surplus levels and liquidity sufficient to meet certain obligations, and other property lease arrangements. If the Company were to recognize a liability, the financial statement impact would be to recognize either an expense or an investment in a subsidiary, controlled, or affiliated entity. The Company has no expectations for recoveries from third parties should these guarantees be triggered. There is no current obligation to make payments under these guarantees. As of December 31, 2012 and 2011, the Company had no outstanding obligations attributable to these guarantees.

The following details contingent guarantees that are made on behalf of the Company’s subsidiaries and affiliates as of December 31, 2012.

Type of guarantee	Nature of guarantee (including term) and events and circumstances that would require the guarantor to perform under guarantee	Carrying amount of liability	Maximum potential amount of future payments (undiscounted) required under the guarantee
		($ In Millions)
Employee and Retirement Benefits	The Company guarantees the payment of certain employee and retirement benefits for specific wholly-owned subsidiaries (CREA and Babson Capital), if the subsidiary is unable to pay.	-	The liabilities for these plans of $137 million have been recorded on the subsidiaries’ books and represent the Company’s maximum obligation.
Capital and Surplus Support of Subsidiaries	Certain guarantees of the Company provide for the maintenance of a subsidiary’s regulatory capital, surplus levels and liquidity sufficient to meet certain obligations. These unlimited guarantees are made on behalf of certain wholly-owned subsidiaries. (C.M. Life Insurance Company, MML Bay State Life Insurance Company, MassMutual Europe S.A. and MassMutual Japan).	-	These guarantees are not limited and cannot be estimated.
Other Property Lease Arrangements	The Company guarantees the payment of various lease obligations on behalf of its subsidiaries and affiliates originating in 2004, 2007 and 2012 and some are in effect until 2023.	-	The future maximum potential obligations are immaterial to the Company.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

18. Withdrawal characteristics

a. Annuity actuarial reserves and liabilities for deposit-type contracts

The withdrawal characteristics of the Company’s annuity actuarial reserves and deposit-type contracts as of December 31, 2012 are illustrated below:

			Separate		Separate
	General		Account w/		Account				% of
	Account		Guarantees		Nonguaranteed		Amount		Total
	($ In Millions)
Subject to discretionary withdrawal:
With fair value adjustment	$	6,937	$	-	$	-	$	6,937		10	%
At book value less current surrender charge of 5% or more		1,851		-		-		1,851		2
At fair value		-		12,105		35,780		47,885		67
Subtotal		8,788		12,105		35,780		56,673		79
Subject to discretionary withdrawal:
At book value without fair value adjustment		3,706		478		-		4,184		6
Not subject to discretionary withdrawal		10,586		250		-		10,836		15
Total	$	23,080	$	12,833	$	35,780	$	71,693		100	%

The following is a summary of total annuity actuarial reserves and liabilities for deposit-type contracts as of December 31, 2012 (in millions):

Statutory Statements of Financial Position:
Policyholders’ reserves - group annuities	$	10,165
Policyholders’ reserves - individual annuities		7,592
Liabilities for deposit-type contracts		5,323
Subtotal		23,080
Separate Account Annual Statement:
Annuities		48,363
Other annuity contract deposit-funds and guaranteed interest contracts		250
Subtotal		48,613
Total	$	71,693

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

b. Separate accounts

The Company has guaranteed separate accounts classified as the following: (1) indexed, which are invested to outperform an established index based on the guarantee and (2) nonindexed, which fund a long-term interest guarantee in excess of a year that does not exceed 4%. The Company has nonguaranteed separate accounts which are variable accounts where the benefit is determined by the performance and/or market value of the investments held in the separate account with incidental risk, notional expense and minimum death benefit guarantees.

Information regarding the separate accounts of the Company as of and for the year ended December 31, 2012 is as follows:

	Guaranteed
			Nonindexed
			Less Than/		Non
	Indexed		Equal to 4%		Guaranteed		Total
	(In Millions)
Net premium, considerations or deposits for the year ended December 31, 2012	$	-	$	-	$	11,657	$	11,657
Reserves at December 31, 2012:
For accounts with assets at:
Fair value	$	250	$	12,584	$	38,358	$	51,192
Subtotal		250		12,584		38,358		51,192
Nonpolicy liabilities		-		-		1,139		1,139
Total	$	250	$	12,584	$	39,497	$	52,331
Reserves by withdrawal characteristics:
Subject to discretionary withdrawal:
At fair value	$	-	$	12,105	$	38,358	$	50,463
At book value without market value adjustment and current surrender charge of less than 5%		-		479		-		479
Subtotal		-		12,584		38,358		50,942
Not subject to discretionary withdrawal		250		-		-		250
Nonpolicy liabilities		-		-		1,139		1,139
Total	$	250	$	12,584	$	39,497	$	52,331

The Company does not have any reserves in separate accounts for asset default risk in lieu of AVR.

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following is a summary of amounts reported as transfers to (from) separate accounts in the summary of operations of the Company’s NAIC Separate Account Annual Statement with the amounts reported as net transfers to (from) separate accounts in change in policyholders’ reserves in the accompanying Statutory Statements of Income:

	Years Ended December 31,
	2012			2011			2010
	(In Millions)
From the Separate Account Annual Statement:
Transfers to separate accounts	$	11,750		$	6,048		$	4,357
Transfers from separate accounts		(6,097	)		(5,466	)		(4,998	)
Subtotal		5,653			582			(641	)
Reconciling adjustments:
Net deposits on deposit-type liabilities		1			377			547
Net transfers to (from) separate accounts	$	5,654		$	959		$	(94	)

Net deposits on deposit-type liabilities are not considered premium and therefore are excluded from the Statutory Statements of Income (Loss).

19. Presentation of the Statutory Statements of Cash Flows

As required by SSAP No. 69, “Statement of Cash Flows,” the Company has included in the Statutory Statements of Cash Flows non-cash transactions primarily related to the following:

	Years Ended December 31,
	2012		2011		2010
	(In Millions)
Bank loan rollovers	$	2,347	$	1,716	$	1,187
Bond conversions and refinancing		538		734		667
Mortgages converted to other invested assets		55		180		175
Other invested assets stock distributions		25		4		9
Interest capitalization for long-term debt		3		4		8
Net investment income payment-in-kind bonds		2		2		4
Stock conversions		1		106		529
Dividend reinvestment		-		4		8

The bank loan rollovers represent transactions processed as the result of rate resets on existing bank loans and are included in the proceeds from investments sold, matured or repaid on bonds and cost of investments acquired for bonds on the Statutory Statements of Cash Flows.

20. Subsequent events

The Company has evaluated subsequent events through February 22, 2013, the date the financial statements were available to be issued.

On January 1, 2013, the Company completed its acquisition of The Hartford’s Retirement Plans business. The transaction was primarily structured as a reinsurance agreement, under which the Company paid $355 million as a ceding commission.

FF-99

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Under the reinsurance agreement, which is structured on an indemnity reinsurance basis, the Company will assume 100% of the liabilities and obligations for the insurance contracts relating to The Hartford’s Retirement Plans business. In addition, the Company will reinsure contracts written on The Hartford’s policy form by the Company’s Retirement Services Division during a post-closing transition period which is expected to be 12 months. The obligations include two parts to the reinsurance agreement. First, a coinsurance agreement related to the GIA contracts under which the contract liabilities and the assets to support those liabilities were transferred to, and held by the Company. The assets and associated reserves and liabilities will be reported in the financial statements of the Company. Second, a modified coinsurance agreement related to the SIA contracts. The individual investments and reserves were not transferred to or held by the Company and therefore the assets and liabilities will not be reported in the financial statements of the Company. However, the Company will recognize a receivable or payable representing its rights and obligations under the modified coinsurance agreement.

No additional events have occurred subsequent to the balance sheet date and before the date of evaluation that would require disclosure.

21. Subsidiaries and affiliated companies

A summary of ownership and relationship of the Company and its subsidiaries and affiliated companies as of December 31, 2012 is illustrated below. Subsidiaries are wholly owned, except as noted.

Subsidiaries of Massachusetts Mutual Life Insurance Company

C.M. Life Insurance Company

MassMutual Holding LLC

The MassMutual Trust Company

MML Distributors LLC – 99% (remaining 1% owned by MassMutual Holding LLC)

MML Private Placement Investment Company I, LLC

MML Mezzanine Investor, LLC

MML Mezzanine Investor L, LLC

MML Mezzanine Investor II, LLC

MML Mezzanine Investor III, LLC

MML Private Equity Fund Investor LLC

MML Re Finance LLC

MMC Equipment Finance LLC

CB – Apts, LLC

CV Apts, LLC

MP – Apts, LLC

MSP – SC, LLC

MW – Apts, LLC

PL – Apts, LLC – 92% (remaining 8% owned by C.M. Life Insurance Company)

WP – SC, LLC – 81% (remaining 19% owned by C.M. Life Insurance Company)

WW – Apts, LLC

Country Club Office Plaza LLC – 88% (remaining 12% owned by C.M. Life Insurance Company)

MassMutual External Benefits Group LLC

MSC Holding Company, LLC

Subsidiaries of C.M. Life Insurance Company

MML Bay State Life Insurance Company

CML Mezzanine Investor, LLC

CML Mezzanine Investor L, LLC

CML Mezzanine Investor III, LLC

CML Re Finance LLC

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Subsidiary of MMC Equipment Finance LLC

MassMutual Asset Finance LLC

Subsidiaries of MassMutual Holding LLC

HYP Management LLC

MassMutual Assignment Company

MassMutual International LLC

MML Investors Services, LLC

MML Realty Management Corporation

MassMutual International Holding MSC, Inc.

MassMutual Capital Partners LLC

First Mercantile Trust Company

MM Asset Management Holding LLC

Subsidiaries of MM Asset Management Holding LLC

Babson Capital Management LLC

Oppenheimer Acquisition Corp. – 99%

MassMutual Baring Holding LLC

Babson Capital Finance, LLC

Subsidiary of MSC Holding Company, LLC

MassMutual Holding MSC, Inc.

Affiliates of Massachusetts Mutual Life Insurance Company

MML Series Investment Fund

MML Series Investment Fund II

MassMutual Select Funds

MassMutual Premier Funds

Jefferies Finance LLC – 45% (5% owned by Babson Capital Management LLC; remaining 50% owned by Jefferies

Group, Inc.)

580 Walnut Cincinnati LLC – 50%

Invicta Advisors LLC

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

22. Impairment listing for loan-backed and structured securities

The following are the total cumulative adjustments and impairments for loan-backed and structured securities since July 1, 2009:

Period Ended	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment			Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
December 31, 2012	$	378,096,660.04	$	-		$	378,096,660.04	$	366,323,110.21	$	(11,773,549.83	)	$	366,323,110.21	$	333,086,072.58
September 30, 2012		816,573,456.06		-			816,573,456.06		788,350,822.82		(28,222,633.24	)		788,350,822.82		697,683,288.85
June 30, 2012		912,025,936.52		-			912,025,936.52		890,494,220.76		(21,531,715.76	)		890,494,220.76		708,872,106.49
March 31, 2012		1,095,018,529.18		-			1,095,018,529.18		1,058,132,041.09		(36,886,488.09	)		1,058,132,041.09		841,095,012.78
December 31, 2011		1,090,904,993.06		-			1,090,904,993.06		1,056,761,288.41		(34,143,704.65	)		1,056,761,288.41		754,310,837.90
September 30, 2011		762,320,631.78		-			762,320,631.78		738,510,047.63		(23,810,584.15	)		738,510,047.63		546,494,231.96
June 30, 2011		1,130,732,656.14		-			1,130,732,656.14		1,078,535,670.23		(52,196,985.91	)		1,078,535,670.23		839,143,290.12
March 31, 2011		1,097,705,351.09		-			1,097,705,351.09		1,068,852,203.67		(28,853,147.42	)		1,068,852,203.67		816,688,348.33
December 31, 2010		968,742,508.30		-			968,742,508.30		950,111,416.81		(18,631,091.49	)		950,111,416.81		708,895,636.97
September 30, 2010		915,728,029.86		-			915,728,029.86		889,896,058.18		(25,831,971.68	)		889,896,058.18		673,462,492.71
June 30, 2010		1,362,887,892.31		-			1,362,887,892.31		1,335,628,211.52		(27,259,680.79	)		1,335,628,211.52		975,241,505.93
March 31, 2010		1,471,905,695.71		-			1,471,905,695.71		1,391,337,542.96		(80,568,152.75	)		1,391,337,542.96		1,015,645,802.04
December 31, 2009		1,349,124,213.70		-			1,349,124,213.70		1,290,817,167.68		(58,307,046.02	)		1,290,817,167.68		852,088,739.42
September 30, 2009		2,953,442,689.02		(106,853,708.32	)		2,846,588,980.70		2,700,948,264.43		(145,640,716.27	)		2,700,948,264.43		1,692,409,639.54
Totals			$	(106,853,708.32	)					$	(593,657,468.05	)
The following is the impairment listing for loan-backed securities for the three months ended December 31, 2012:
CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment			Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
02146QAB9	$	9,320,782.36	$	-		$	9,320,782.36	$	9,139,853.14	$	(180,929.22	)	$	9,139,853.14	$	9,069,355.10
05946XYB3		23,896.52		-			23,896.52		18,328.94		(5,567.58	)		18,328.94		45,891.37
05946XYP2		708,902.34		-			708,902.34		682,357.82		(26,544.52	)		682,357.82		601,121.02
06652DAA7		4,284,094.76		-			4,284,094.76		4,233,256.04		(50,838.72	)		4,233,256.04		4,126,959.91
07325VAG9		1,562,840.35		-			1,562,840.35		1,529,749.86		(33,090.49	)		1,529,749.86		1,469,093.82
07389PAY6		191,771.23		-			191,771.23		170,306.13		(21,465.10	)		170,306.13		166,754.27
07389VAA5		1,230,347.36		-			1,230,347.36		1,126,193.29		(104,154.07	)		1,126,193.29		1,152,071.57
12479DAC2		8,267,444.20		-			8,267,444.20		7,152,586.32		(1,114,857.88	)		7,152,586.32		6,469,046.14
126671UU8		44,313.44		-			44,313.44		43,756.33		(557.11	)		43,756.33		38,210.80
12667GME0		11,694,439.04		-			11,694,439.04		11,592,782.36		(101,656.68	)		11,592,782.36		10,905,416.84
12668A4B8		9,701,082.41		-			9,701,082.41		9,654,594.78		(46,487.63	)		9,654,594.78		8,935,378.57
12668BE33		10,096,780.94		-			10,096,780.94		9,907,738.06		(189,042.88	)		9,907,738.06		9,708,068.67
126694YM4		2,239,453.44		-			2,239,453.44		2,147,349.96		(92,103.48	)		2,147,349.96		1,976,788.89
12669FW82		134,544.20		-			134,544.20		132,368.49		(2,175.71	)		132,368.49		127,727.95
12669GRM5		1,968,489.18		-			1,968,489.18		1,869,461.50		(99,027.68	)		1,869,461.50		1,791,163.16
12669UBB5		536,100.79		-			536,100.79		326,581.52		(209,519.27	)		326,581.52		383,993.09
14453MAB0		5,552,661.69		-			5,552,661.69		5,439,992.43		(112,669.26	)		5,439,992.43		4,786,048.19
23332UCM4		387,038.04		-			387,038.04		377,798.71		(9,239.33	)		377,798.71		375,416.10
23332UDU5		13,297,438.84		-			13,297,438.84		13,134,362.56		(163,076.28	)		13,134,362.56		12,046,704.60
26410QAJ0		190,460.58		-			190,460.58		-		(190,460.58	)		-		371,126.04
30251YAB4		5,976,882.17		-			5,976,882.17		5,948,065.42		(28,816.75	)		5,948,065.42		5,857,460.84
362480AD7		8,077,813.86		-			8,077,813.86		8,028,051.94		(49,761.92	)		8,028,051.94		6,894,111.89
36290PAK3		3,590,762.57		-			3,590,762.57		1,721,505.21		(1,869,257.36	)		1,721,505.21		2,196,822.08
39538WBH0		516.93		-			516.93		294.08		(222.85	)		294.08		282.55
39539GAA0		2,935,620.22		-			2,935,620.22		2,920,843.03		(14,777.19	)		2,920,843.03		2,722,406.86

FF-102

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
40430HBH0	$	950.38	$	-	$	950.38	$	606.90	$	(343.48	)	$	606.90	$	497.76
41161PHC0		5,318,247.22		-		5,318,247.22		5,246,310.10		(71,937.12	)		5,246,310.10		5,700,952.48
43739EBJ5		6,841,957.03		-		6,841,957.03		6,706,025.82		(135,931.21	)		6,706,025.82		6,036,046.50
45660LKW8		18,512,127.82		-		18,512,127.82		18,445,313.61		(66,814.21	)		18,445,313.61		15,401,797.82
45660LYW3		2,590,706.25		-		2,590,706.25		2,411,095.54		(179,610.71	)		2,411,095.54		2,119,690.21
45660N5H4		4,085,597.66		-		4,085,597.66		4,012,584.48		(73,013.18	)		4,012,584.48		4,461,277.13
45660NQ24		1,149,455.15		-		1,149,455.15		1,119,069.15		(30,386.00	)		1,119,069.15		1,341,982.04
456612AC4		11,219,948.33		-		11,219,948.33		11,200,404.46		(19,543.87	)		11,200,404.46		9,832,091.02
45667WAC2		36,139.55		-		36,139.55		25,798.22		(10,341.33	)		25,798.22		36,452.51
466247XE8		4,224,775.79		-		4,224,775.79		4,092,034.06		(132,741.73	)		4,092,034.06		3,755,498.69
525221CD7		86,864.53		-		86,864.53		53,770.04		(33,094.49	)		53,770.04		72,870.52
525221GM3		2,332,635.06		-		2,332,635.06		2,282,935.45		(49,699.61	)		2,282,935.45		2,081,491.82
525221HA8		16,401,997.61		-		16,401,997.61		16,037,388.46		(364,609.15	)		16,037,388.46		13,826,098.75
55027AAU4		3,729,293.25		-		3,729,293.25		3,628,919.72		(100,373.53	)		3,628,919.72		3,675,404.51
576433G42		5,898,844.31		-		5,898,844.31		5,847,440.62		(51,403.69	)		5,847,440.62		5,588,376.26
57643LMP8		1,439,272.59		-		1,439,272.59		1,401,499.80		(37,772.79	)		1,401,499.80		1,089,840.42
61750SAB8		360,603.45		-		360,603.45		355,501.66		(5,101.79	)		355,501.66		306,408.53
61755AAB2		12,085.50		-		12,085.50		10,763.33		(1,322.17	)		10,763.33		6,471.10
61915RBB1		5,115,963.20		-		5,115,963.20		5,095,290.01		(20,673.19	)		5,095,290.01		4,889,505.50
64352VPC9		1,356.32		-		1,356.32		553.50		(802.82	)		553.50		909.94
65106FAB8		6,747,113.12		-		6,747,113.12		6,718,870.11		(28,243.01	)		6,718,870.11		6,212,824.70
66987XBV6		15,239.24		-		15,239.24		15,073.00		(166.24	)		15,073.00		12,181.73
75114GAC3		13,704,671.98		-		13,704,671.98		13,346,662.61		(358,009.37	)		13,346,662.61		12,424,345.12
75114HAK3		3,812,242.51		-		3,812,242.51		3,641,050.77		(171,191.74	)		3,641,050.77		2,731,962.22
75405KAG3		6,044.09		-		6,044.09		5,050.66		(993.43	)		5,050.66		4,232.78
760985NZ0		54,796.47		-		54,796.47		45,518.12		(9,278.35	)		45,518.12		36,010.92
76110GE23		4,314,078.81		-		4,314,078.81		4,097,768.60		(216,310.21	)		4,097,768.60		4,277,733.62
76110GG62		4,350,445.04		-		4,350,445.04		4,056,131.23		(294,313.81	)		4,056,131.23		4,268,758.70
76110GYL9		1,105,529.94		-		1,105,529.94		1,103,557.87		(1,972.07	)		1,103,557.87		1,077,493.80
76110GZQ7		5,722,933.68		-		5,722,933.68		5,075,857.52		(647,076.16	)		5,075,857.52		5,242,199.68
761118WP9		8,227,539.35		-		8,227,539.35		7,987,880.27		(239,659.08	)		7,987,880.27		7,801,974.68
77277LAF4		38,874,645.93		-		38,874,645.93		37,914,893.16		(959,752.77	)		37,914,893.16		30,679,065.88
77277LAH0		1,933,141.62		-		1,933,141.62		1,886,324.40		(46,817.22	)		1,886,324.40		2,969,324.97
77277LAJ6		27,368,866.47		-		27,368,866.47		26,706,041.82		(662,824.65	)		26,706,041.82		19,305,363.39
79548KXQ6		854,016.55		-		854,016.55		853,654.62		(361.93	)		853,654.62		765,383.55
81379EAA0		217,866.27		-		217,866.27		197,747.65		(20,118.62	)		197,747.65		207,574.07
863579HM3		982.37		-		982.37		601.34		(381.03	)		601.34		1,857.50
86358HHX0		727,295.32		-		727,295.32		704,800.36		(22,494.96	)		704,800.36		658,168.59
86358HRL5		24,838.33		-		24,838.33		19,696.11		(5,142.22	)		19,696.11		19,315.57
86358R5Q6		126,261.83		-		126,261.83		118,691.91		(7,569.92	)		118,691.91		103,356.43
86359BU82		18,520.16		-		18,520.16		16,577.86		(1,942.30	)		16,577.86		54,488.33
86359DUL9		135,684.06		-		135,684.06		133,404.84		(2,279.22	)		133,404.84		119,675.19
86359DUV7		2,532.67		-		2,532.67		1,796.94		(735.73	)		1,796.94		1,918.92
86359LRW1		15,323,951.25		-		15,323,951.25		15,048,489.07		(275,462.18	)		15,048,489.07		13,732,523.78
86360JAN1		2,453,060.78		-		2,453,060.78		2,436,076.21		(16,984.57	)		2,436,076.21		2,235,923.08
86360KAF5		24,834,345.35		-		24,834,345.35		24,356,935.40		(477,409.95	)		24,356,935.40		22,639,394.94
86361HAA2		9,286,566.20		-		9,286,566.20		8,875,908.50		(410,657.70	)		8,875,908.50		7,673,626.93
88157QAL2		573,449.81		-		573,449.81		532,347.23		(41,102.58	)		532,347.23		1,443,040.60
89789KAC9		14,229.51		-		14,229.51		11,365.94		(2,863.57	)		11,365.94		131,384.68
92977YAY7		1,678,839.27		-		1,678,839.27		1,364,044.54		(314,794.73	)		1,364,044.54		255,144.00
93934FJQ6		11,668,823.78		-		11,668,823.78		11,625,486.02		(43,337.76	)		11,625,486.02		11,113,685.96
984582AA4		2,544,809.82		-		2,544,809.82		2,153,322.68		(391,487.14	)		2,153,322.68		2,445,054.44
Totals	$	378,096,660.04	$	-	$	378,096,660.04	$	366,323,110.21	$	(11,773,549.83	)	$	366,323,110.21	$	333,086,072.58

FF-103

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following is the impairment listing for loan-backed securities for the three months ended September 30, 2012:

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
00104BAF7	$	85,000.00	$	-	$	85,000.00	$	20,000.00	$	(65,000.00	)	$	20,000.00	$	20,000.00
004421TD5		1,385,825.15		-		1,385,825.15		1,315,875.19		(69,949.96	)		1,315,875.19		1,270,167.00
00442KAD3		3,211,011.30		-		3,211,011.30		3,167,443.77		(43,567.53	)		3,167,443.77		2,684,789.02
02146QAB9		9,869,919.23		-		9,869,919.23		9,669,849.28		(200,069.95	)		9,669,849.28		8,971,526.82
02147DAB7		8,170,690.96		-		8,170,690.96		8,103,775.43		(66,915.53	)		8,103,775.43		7,895,446.07
02150MAB1		13,116,031.08		-		13,116,031.08		12,887,551.15		(228,479.93	)		12,887,551.15		13,011,475.43
02660TBF9		250,071.28		-		250,071.28		145,570.58		(104,500.70	)		145,570.58		1,040,778.77
02660TGN7		6,430,479.32		-		6,430,479.32		6,123,949.20		(306,530.12	)		6,123,949.20		5,452,232.79
02660TGS6		5,479,176.12		-		5,479,176.12		5,365,612.13		(113,563.99	)		5,365,612.13		4,687,198.15
02660THL0		816,498.41		-		816,498.41		806,453.97		(10,044.44	)		806,453.97		747,179.44
02660TJB0		16,520,049.00		-		16,520,049.00		15,272,638.61		(1,247,410.39	)		15,272,638.61		13,968,184.79
02660XAD6		2,707,500.01		-		2,707,500.01		2,568,739.18		(138,760.83	)		2,568,739.18		2,670,016.74
026929AD1		6,086,467.38		-		6,086,467.38		5,859,618.06		(226,849.32	)		5,859,618.06		5,471,643.42
03072SPD1		277,474.17		-		277,474.17		275,809.52		(1,664.65	)		275,809.52		231,738.26
040104QN4		1,985,075.16		-		1,985,075.16		1,970,762.96		(14,312.20	)		1,970,762.96		1,714,152.18
040104TF8		65,161.17		-		65,161.17		65,126.38		(34.79	)		65,126.38		58,698.30
040104TG6		94,912.11		-		94,912.11		94,841.58		(70.53	)		94,841.58		88,066.79
05950DAA8		8,051,249.93		-		8,051,249.93		7,888,415.28		(162,834.65	)		7,888,415.28		7,653,912.29
06652DAA7		4,595,312.46		-		4,595,312.46		4,431,432.75		(163,879.71	)		4,431,432.75		4,108,675.87
07325VAG9		1,667,229.09		-		1,667,229.09		1,634,135.74		(33,093.35	)		1,634,135.74		1,488,340.58
07386HKS9		336,273.33		-		336,273.33		333,104.11		(3,169.22	)		333,104.11		300,323.23
07386HMP3		998,207.17		-		998,207.17		986,566.99		(11,640.18	)		986,566.99		905,110.80
07389PAY6		307,671.02		-		307,671.02		195,762.30		(111,908.72	)		195,762.30		164,832.50
07389VAA5		1,273,548.32		-		1,273,548.32		1,233,817.70		(39,730.62	)		1,233,817.70		1,118,009.35
12489WQH0		111,963.43		-		111,963.43		95,819.61		(16,143.82	)		95,819.61		565,519.20
1248MEAA7		5,909,561.79		-		5,909,561.79		5,454,185.36		(455,376.43	)		5,454,185.36		3,737,977.61
1248MGAJ3		56,112.67		-		56,112.67		55,111.01		(1,001.66	)		55,111.01		50,369.09
1248MPAH7		196,783.15		-		196,783.15		140,799.20		(55,983.95	)		140,799.20		215,557.17
126670LP1		4,922,394.55		-		4,922,394.55		4,212,606.10		(709,788.45	)		4,212,606.10		4,477,464.00
126670QZ4		287,161.36		-		287,161.36		242,980.15		(44,181.21	)		242,980.15		258,375.50
126671UU8		47,238.91		-		47,238.91		47,087.75		(151.16	)		47,087.75		39,359.86
12667GCB7		134,932.18		-		134,932.18		134,006.56		(925.62	)		134,006.56		130,120.33
12667GME0		12,516,809.19		-		12,516,809.19		12,146,740.32		(370,068.87	)		12,146,740.32		10,727,475.66
12667GR62		1,899,370.86		-		1,899,370.86		1,844,305.56		(55,065.30	)		1,844,305.56		1,727,108.17
12667NAC2		190,099.57		-		190,099.57		187,708.98		(2,390.59	)		187,708.98		186,799.06
12668A3Q6		5,220,563.07		-		5,220,563.07		5,166,712.20		(53,850.87	)		5,166,712.20		5,114,745.39
12668ACZ6		2,617,490.20		-		2,617,490.20		2,572,255.18		(45,235.02	)		2,572,255.18		2,290,023.95
12668AEV3		8,397,184.43		-		8,397,184.43		8,063,626.87		(333,557.56	)		8,063,626.87		7,733,322.03
12668BB77		16,813,583.21		-		16,813,583.21		16,165,081.37		(648,501.84	)		16,165,081.37		15,267,740.77
12668BE33		10,608,729.70		-		10,608,729.70		10,309,768.18		(298,961.52	)		10,309,768.18		9,534,877.39
126694YM4		2,318,172.61		-		2,318,172.61		2,317,787.17		(385.44	)		2,317,787.17		1,998,319.41
12669FW82		807,603.10		-		807,603.10		728,333.68		(79,269.42	)		728,333.68		638,614.83
12669GKH3		9,297,064.84		-		9,297,064.84		9,157,301.52		(139,763.32	)		9,157,301.52		10,063,598.74
12669GUR0		2,510,151.11		-		2,510,151.11		2,426,569.22		(83,581.89	)		2,426,569.22		2,126,517.86
12669UBB5		577,383.54		-		577,383.54		543,260.47		(34,123.07	)		543,260.47		406,123.72
14453MAB0		5,994,542.93		-		5,994,542.93		5,822,082.94		(172,459.99	)		5,822,082.94		4,701,559.98
14454AAB5		1,800,461.12		-		1,800,461.12		1,677,036.58		(123,424.54	)		1,677,036.58		1,591,708.24
14983CAA3		984,170.40		-		984,170.40		969,590.10		(14,580.30	)		969,590.10		815,714.71
22540VG71		130,709.14		-		130,709.14		130,675.08		(34.06	)		130,675.08		130,025.32
22541SXR4		1,512,132.28		-		1,512,132.28		1,422,602.72		(89,529.56	)		1,422,602.72		1,188,789.95

FF-104

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
23243AAD8	$	702,229.95	$	-	$	702,229.95	$	681,454.17	$	(20,775.78	)	$	681,454.17	$	624,250.70
23245QAA7		1,628,273.50		-		1,628,273.50		1,589,532.01		(38,741.49	)		1,589,532.01		1,566,167.19
23332UAC8		3,276,133.69		-		3,276,133.69		3,178,167.62		(97,966.07	)		3,178,167.62		3,766,901.31
23332UAR5		6,741,362.58		-		6,741,362.58		6,559,992.29		(181,370.29	)		6,559,992.29		7,018,715.96
23332UBV5		4,029,640.03		-		4,029,640.03		3,876,007.69		(153,632.34	)		3,876,007.69		3,886,993.68
23332UCM4		403,592.75		-		403,592.75		396,879.36		(6,713.39	)		396,879.36		368,092.05
23332UDU5		14,338,921.99		-		14,338,921.99		13,722,207.61		(616,714.38	)		13,722,207.61		11,911,773.68
23332UFV1		1,077,072.50		-		1,077,072.50		997,406.70		(79,665.80	)		997,406.70		933,919.73
251510NC3		11,830,571.08		-		11,830,571.08		10,964,975.47		(865,595.61	)		10,964,975.47		6,836,695.19
28140XAE9		44,000.00		-		44,000.00		-		(44,000.00	)		-		180,432.00
32051DV33		411,468.64		-		411,468.64		359,110.52		(52,358.12	)		359,110.52		415,924.50
32113JAA3		524,407.05		-		524,407.05		489,022.15		(35,384.90	)		489,022.15		437,139.43
362341L49		4,425,602.42		-		4,425,602.42		4,162,981.73		(262,620.69	)		4,162,981.73		3,133,037.82
36242DBJ1		373,091.99		-		373,091.99		363,392.73		(9,699.26	)		363,392.73		365,798.61
362480AD7		818,813.53		-		818,813.53		800,798.68		(18,014.85	)		800,798.68		708,772.26
39538RBB4		8,837,531.53		-		8,837,531.53		8,671,538.79		(165,992.74	)		8,671,538.79		7,719,420.61
39538WBH0		2,674.31		-		2,674.31		2,500.33		(173.98	)		2,500.33		1,348.48
39538WFH6		7,107,201.63		-		7,107,201.63		6,829,766.21		(277,435.42	)		6,829,766.21		6,207,709.49
39538WHF8		20,436,910.95		-		20,436,910.95		19,982,637.72		(454,273.23	)		19,982,637.72		17,530,138.30
39539GAA0		3,131,528.68		-		3,131,528.68		3,040,304.05		(91,224.63	)		3,040,304.05		2,779,958.90
40430HBH0		3,807.98		-		3,807.98		2,365.06		(1,442.92	)		2,365.06		4,835.72
41161PFR9		874,319.04		-		874,319.04		870,422.32		(3,896.72	)		870,422.32		836,750.57
41161PHU0		5,378,599.79		-		5,378,599.79		5,312,154.11		(66,445.68	)		5,312,154.11		5,714,722.05
41161PKH5		333,249.83		-		333,249.83		317,782.31		(15,467.52	)		317,782.31		328,714.19
41161PLR2		8,371,145.78		-		8,371,145.78		8,227,592.91		(143,552.87	)		8,227,592.91		7,610,370.30
41161PMG5		10,265,049.13		-		10,265,049.13		10,057,344.02		(207,705.11	)		10,057,344.02		8,933,425.54
41161PQU0		9,172,389.34		-		9,172,389.34		9,136,472.74		(35,916.60	)		9,136,472.74		8,380,147.54
41161PSK0		3,478,271.55		-		3,478,271.55		3,454,855.94		(23,415.61	)		3,454,855.94		3,116,817.04
41161PTN3		1,485,257.91		-		1,485,257.91		1,444,623.62		(40,634.29	)		1,444,623.62		1,367,281.30
41161PWB5		4,646,026.49		-		4,646,026.49		4,602,682.04		(43,344.45	)		4,602,682.04		4,113,910.79
41161PXH1		548,433.09		-		548,433.09		537,045.78		(11,387.31	)		537,045.78		499,452.81
41164LAB5		8,448,415.82		-		8,448,415.82		8,180,637.98		(267,777.84	)		8,180,637.98		6,432,440.57
41164YAB7		8,482,076.57		-		8,482,076.57		8,333,726.65		(148,349.92	)		8,333,726.65		7,246,002.39
43739EBJ5		7,058,150.46		-		7,058,150.46		7,007,297.76		(50,852.70	)		7,007,297.76		5,939,909.98
45071KDD3		839,825.09		-		839,825.09		749,122.18		(90,702.91	)		749,122.18		759,242.51
45254NJG3		895,740.78		-		895,740.78		878,506.92		(17,233.86	)		878,506.92		880,139.68
45254NJV0		766,580.95		-		766,580.95		755,961.94		(10,619.01	)		755,961.94		720,069.78
45254NML8		1,125,979.69		-		1,125,979.69		1,068,860.98		(57,118.71	)		1,068,860.98		971,152.92
45254NNP8		9,403,371.46		-		9,403,371.46		9,242,236.34		(161,135.12	)		9,242,236.34		8,852,219.04
45254NPA9		3,389,379.80		-		3,389,379.80		3,190,682.08		(198,697.72	)		3,190,682.08		3,089,441.21
45254NPU5		3,497,954.43		-		3,497,954.43		3,226,170.03		(271,784.40	)		3,226,170.03		3,586,159.25
45254TSM7		2,704,824.59		-		2,704,824.59		2,648,494.36		(56,330.23	)		2,648,494.36		2,249,586.79
452570AA2		38,044.53		-		38,044.53		36,590.40		(1,454.13	)		36,590.40		36,303.60
45257EAA2		2,672,524.41		-		2,672,524.41		2,598,631.98		(73,892.43	)		2,598,631.98		2,219,789.35
45660LKW8		19,422,015.89		-		19,422,015.89		18,851,953.78		(570,062.11	)		18,851,953.78		14,706,208.59
45660LW96		1,890,980.36		-		1,890,980.36		1,882,259.02		(8,721.34	)		1,882,259.02		1,776,779.42
45660LYW3		2,651,096.95		-		2,651,096.95		2,621,771.19		(29,325.76	)		2,621,771.19		2,114,696.81
45660N2J3		3,200,163.07		-		3,200,163.07		3,186,018.57		(14,144.50	)		3,186,018.57		3,533,256.10
45660NS30		1,704,040.33		-		1,704,040.33		1,697,430.89		(6,609.44	)		1,697,430.89		1,511,345.12
45660NT96		1,772,999.59		-		1,772,999.59		1,739,284.08		(33,715.51	)		1,739,284.08		2,163,248.96
456612AC4		11,961,695.73		-		11,961,695.73		11,531,113.16		(430,582.57	)		11,531,113.16		9,704,906.36
46412AAD4		4,450,689.02		-		4,450,689.02		2,777,199.64		(1,673,489.38	)		2,777,199.64		4,146,653.29
466247UG6		1,765,463.00		-		1,765,463.00		1,745,471.77		(19,991.23	)		1,745,471.77		1,671,013.64

FF-105

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
466247XE8	$	4,528,510.15	$	-	$	4,528,510.15	$	4,344,059.17	$	(184,450.98	)	$	4,344,059.17	$	3,759,851.11
46627MBQ9		9,095,045.46		-		9,095,045.46		8,754,441.61		(340,603.85	)		8,754,441.61		7,789,362.95
46629BAR0		3,063,023.79		-		3,063,023.79		3,046,423.87		(16,599.92	)		3,046,423.87		2,525,241.11
525221AJ6		1,920,906.01		-		1,920,906.01		1,828,241.78		(92,664.23	)		1,828,241.78		1,633,344.92
525221CD7		99,549.31		-		99,549.31		85,811.54		(13,737.77	)		85,811.54		67,177.70
525221HA8		16,974,165.86		-		16,974,165.86		16,922,984.16		(51,181.70	)		16,922,984.16		12,633,102.93
525226AL0		1,047,118.57		-		1,047,118.57		975,947.93		(71,170.64	)		975,947.93		352,987.74
525229AG5		386,538.40		-		386,538.40		364,494.80		(22,043.60	)		364,494.80		216,089.08
52524VAG4		8,880,642.30		-		8,880,642.30		8,448,297.51		(432,344.79	)		8,448,297.51		7,860,943.53
52524YAF0		7,938,173.02		-		7,938,173.02		7,633,009.65		(305,163.37	)		7,633,009.65		6,686,867.82
550279AA1		3,558,070.71		-		3,558,070.71		3,455,606.28		(102,464.43	)		3,455,606.28		3,262,598.43
55027AAR1		7,952,505.19		-		7,952,505.19		7,813,568.33		(138,936.86	)		7,813,568.33		6,320,491.78
55027BAA6		10,884,773.60		-		10,884,773.60		10,566,744.11		(318,029.49	)		10,566,744.11		9,346,869.47
576433H33		283,667.90		-		283,667.90		272,217.42		(11,450.48	)		272,217.42		261,734.57
576433RU2		1,353,577.12		-		1,353,577.12		1,272,352.70		(81,224.42	)		1,272,352.70		1,124,196.89
576433SE7		1,367,493.57		-		1,367,493.57		1,291,443.14		(76,050.43	)		1,291,443.14		881,619.00
57643LMP8		1,521,589.02		-		1,521,589.02		1,467,456.62		(54,132.40	)		1,467,456.62		1,080,718.39
589929N38		1,128,343.17		-		1,128,343.17		1,124,608.38		(3,734.79	)		1,124,608.38		1,121,005.99
589929X29		3,219,135.72		-		3,219,135.72		3,162,749.88		(56,385.84	)		3,162,749.88		3,083,514.94
59020UQ57		3,216,569.32		-		3,216,569.32		3,134,642.91		(81,926.41	)		3,134,642.91		2,056,200.40
617463AA2		15,957.84		-		15,957.84		15,572.05		(385.79	)		15,572.05		12,714.50
61748HAA9		10,679.44		-		10,679.44		10,549.38		(130.06	)		10,549.38		11,455.55
61750FAE0		700,285.02		-		700,285.02		688,486.26		(11,798.76	)		688,486.26		607,105.55
61753KAB2		121,326.36		-		121,326.36		64,367.48		(56,958.88	)		64,367.48		61,996.57
61757MAB4		2,139,886.61		-		2,139,886.61		1,570,104.92		(569,781.69	)		1,570,104.92		2,041,732.19
61915RBB1		5,370,697.25		-		5,370,697.25		5,254,499.28		(116,197.97	)		5,254,499.28		4,941,918.72
638728AC9		1,805,925.45		-		1,805,925.45		1,647,260.90		(158,664.55	)		1,647,260.90		1,656,632.29
64352VNY3		2,771,152.24		-		2,771,152.24		2,267,069.86		(504,082.38	)		2,267,069.86		1,837,659.00
64352VPC9		8,338.54		-		8,338.54		4,623.94		(3,714.60	)		4,623.94		6,138.11
65106FAB8		7,183,924.50		-		7,183,924.50		7,147,231.17		(36,693.33	)		7,147,231.17		6,400,260.04
65535VUS5		1,434,863.05		-		1,434,863.05		1,302,986.92		(131,876.13	)		1,302,986.92		1,251,562.72
68383NBZ5		4,000,850.81		-		4,000,850.81		3,745,222.49		(255,628.32	)		3,745,222.49		3,941,383.87
68383NCA9		16,533,784.14		-		16,533,784.14		16,234,620.96		(299,163.18	)		16,234,620.96		16,981,217.67
68383NCD3		2,675,434.84		-		2,675,434.84		2,604,043.22		(71,391.62	)		2,604,043.22		2,572,371.00
68383NDT7		6,481,943.18		-		6,481,943.18		6,369,680.71		(112,262.47	)		6,369,680.71		5,205,734.12
68383NDW0		5,825,533.09		-		5,825,533.09		5,649,906.06		(175,627.03	)		5,649,906.06		4,145,042.55
74922AAA5		10,526,116.43		-		10,526,116.43		9,677,646.46		(848,469.97	)		9,677,646.46		7,633,577.61
74922MAB7		7,248,372.12		-		7,248,372.12		6,714,771.76		(533,600.36	)		6,714,771.76		6,715,310.51
74922MAC5		707,323.17		-		707,323.17		660,547.34		(46,775.83	)		660,547.34		699,536.00
75114GAC3		14,411,026.37		-		14,411,026.37		13,941,542.93		(469,483.44	)		13,941,542.93		11,356,754.41
75114HAD9		13,608,091.32		-		13,608,091.32		13,060,457.61		(547,633.71	)		13,060,457.61		11,126,549.82
75114HAK3		4,204,427.10		-		4,204,427.10		3,727,063.95		(477,363.15	)		3,727,063.95		2,461,201.96
75405KAG3		11,830.73		-		11,830.73		7,862.00		(3,968.73	)		7,862.00		7,577.91
76110GE23		4,391,658.82		-		4,391,658.82		4,387,721.30		(3,937.52	)		4,387,721.30		4,357,038.85
76110GUG4		1,147,028.99		-		1,147,028.99		1,119,058.74		(27,970.25	)		1,119,058.74		1,098,963.42
761118NN4		7,313,920.69		-		7,313,920.69		6,861,943.31		(451,977.38	)		6,861,943.31		6,785,487.46
761118RJ9		276,531.77		-		276,531.77		266,120.78		(10,410.99	)		266,120.78		252,111.95
77277LAF4		39,517,587.09		-		39,517,587.09		38,874,645.93		(642,941.16	)		38,874,645.93		26,606,966.38
77277LAH0		1,964,959.14		-		1,964,959.14		1,933,141.62		(31,817.52	)		1,933,141.62		2,572,624.78
77277LAJ6		27,814,860.59		-		27,814,860.59		27,368,866.47		(445,994.12	)		27,368,866.47		16,742,920.30
81378EAA1		1,925,635.35		-		1,925,635.35		1,829,366.14		(96,269.21	)		1,829,366.14		1,842,362.88
81379EAA0		246,817.09		-		246,817.09		236,120.61		(10,696.48	)		236,120.61		207,882.97
83613GAA7		2,012,128.31		-		2,012,128.31		1,894,346.96		(117,781.35	)		1,894,346.96		1,930,801.74

FF-106

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
863579HM3	$	2,958.38	$	-	$	2,958.38	$	1,663.65	$	(1,294.73	)	$	1,663.65	$	2,719.25
86359BU82		48,193.66		-		48,193.66		26,315.63		(21,878.03	)		26,315.63		24,054.29
86360JAA9		9,190,506.61		-		9,190,506.61		8,389,847.79		(800,658.82	)		8,389,847.79		6,481,882.57
86360JAE1		6,854,732.97		-		6,854,732.97		6,511,222.23		(343,510.74	)		6,511,222.23		5,317,343.11
86360KAF5		26,074,176.98		-		26,074,176.98		25,895,531.95		(178,645.03	)		25,895,531.95		23,412,386.09
86360UAF3		3,138,149.64		-		3,138,149.64		3,009,035.04		(129,114.60	)		3,009,035.04		2,753,523.93
86362HAA1		7,317,300.14		-		7,317,300.14		7,305,095.32		(12,204.82	)		7,305,095.32		6,677,392.01
88157QAL2		648,398.13		-		648,398.13		567,274.44		(81,123.69	)		567,274.44		1,394,925.58
89789KAC9		20,085.78		-		20,085.78		15,044.02		(5,041.76	)		15,044.02		16,248.72
92922F4M7		3,796,821.22		-		3,796,821.22		3,662,184.15		(134,637.07	)		3,662,184.15		3,359,468.93
92922F5T1		6,349,746.87		-		6,349,746.87		6,082,648.99		(267,097.88	)		6,082,648.99		5,770,123.31
92922FB72		1,044,633.17		-		1,044,633.17		1,024,610.17		(20,023.00	)		1,024,610.17		1,021,754.74
92922FJ25		5,517,864.48		-		5,517,864.48		5,358,099.61		(159,764.87	)		5,358,099.61		4,984,701.82
92922FZF8		7,110,463.72		-		7,110,463.72		7,056,485.15		(53,978.57	)		7,056,485.15		7,480,813.93
92925CBB7		3,657,148.66		-		3,657,148.66		3,509,428.92		(147,719.74	)		3,509,428.92		3,067,040.60
92977YAY7		1,710,312.44		-		1,710,312.44		1,674,947.94		(35,364.50	)		1,674,947.94		257,348.00
939336X65		9,716,858.34		-		9,716,858.34		9,515,392.27		(201,466.07	)		9,515,392.27		10,498,736.16
93934FHC9		6,877,031.30		-		6,877,031.30		6,575,156.56		(301,874.74	)		6,575,156.56		5,456,555.03
93934FJQ6		12,186,984.18		-		12,186,984.18		12,035,963.57		(151,020.61	)		12,035,963.57		10,519,269.00
Totals	$	816,573,456.06	$	-	$	816,573,456.06	$	788,350,822.82	$	(28,222,633.24	)	$	788,350,822.82	$	697,683,288.85
The following is the impairment listing for loan-backed securities for the three months ended June 30, 2012:
CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
00104BAF7	$	200,000.00	$	-	$	200,000.00	$	85,000.00	$	(115,000.00	)	$	85,000.00	$	85,000.00
004421TD5		1,431,855.30		-		1,431,855.30		1,363,868.44		(67,986.86	)		1,363,868.44		1,153,173.00
00442JAE4		3,862,291.68		-		3,862,291.68		3,851,473.26		(10,818.42	)		3,851,473.26		3,572,149.48
00442KAD3		3,369,186.36		-		3,369,186.36		3,302,832.79		(66,353.57	)		3,302,832.79		2,132,351.50
02146QAB9		10,287,869.59		-		10,287,869.59		10,218,956.32		(68,913.27	)		10,218,956.32		7,537,246.63
02147CAA1		7,107,918.64		-		7,107,918.64		6,969,965.32		(137,953.32	)		6,969,965.32		6,342,616.04
02147DAB7		8,606,269.92		-		8,606,269.92		8,562,519.86		(43,750.06	)		8,562,519.86		6,556,038.08
02150MAB1		13,771,067.83		-		13,771,067.83		13,669,332.80		(101,735.03	)		13,669,332.80		13,557,560.71
02660TBF9		282,099.51		-		282,099.51		253,604.97		(28,494.54	)		253,604.97		1,028,856.60
02660TGN7		6,692,845.69		-		6,692,845.69		6,584,228.33		(108,617.36	)		6,584,228.33		4,775,635.84
02660TGS6		5,649,878.60		-		5,649,878.60		5,532,070.58		(117,808.02	)		5,532,070.58		3,903,949.03
02660THL0		1,238,687.87		-		1,238,687.87		1,197,189.92		(41,497.95	)		1,197,189.92		1,030,696.83
02660TJB0		17,108,199.57		-		17,108,199.57		16,917,717.88		(190,481.69	)		16,917,717.88		12,785,540.98
02660WAC0		13,255,792.13		-		13,255,792.13		12,728,320.95		(527,471.18	)		12,728,320.95		9,450,333.83
02660XAD6		9,023,202.20		-		9,023,202.20		8,882,491.32		(140,710.88	)		8,882,491.32		7,904,039.85
026929AA7		7,231,924.69		-		7,231,924.69		7,195,941.59		(35,983.10	)		7,195,941.59		6,895,829.36
026929AD1		6,311,562.31		-		6,311,562.31		6,160,569.79		(150,992.52	)		6,160,569.79		4,307,184.73
040104QN4		2,176,680.39		-		2,176,680.39		2,141,977.65		(34,702.74	)		2,141,977.65		1,663,011.91
040104RV5		1,649,861.14		-		1,649,861.14		1,615,029.38		(34,831.76	)		1,615,029.38		1,406,395.36
055294AA0		2,225,393.89		-		2,225,393.89		2,183,996.71		(41,397.18	)		2,183,996.71		2,038,217.83
05949ALH1		1,621,893.67		-		1,621,893.67		1,620,419.54		(1,474.13	)		1,620,419.54		1,596,127.11
05949CCB0		656,838.44		-		656,838.44		626,385.03		(30,453.41	)		626,385.03		649,367.68
07325VAG9		1,735,629.35		-		1,735,629.35		1,723,028.99		(12,600.36	)		1,723,028.99		1,273,366.93
07384MW40		88,210.20		-		88,210.20		87,977.52		(232.68	)		87,977.52		84,711.88
07384YCD6		4,537,996.34		-		4,537,996.34		4,513,940.23		(24,056.11	)		4,513,940.23		3,866,023.93

FF-107

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
073854AB7	$	10,873,710.45	$	-	$	10,873,710.45	$	10,623,347.48	$	(250,362.97	)	$	10,623,347.48	$	10,432,056.29
07386HSP7		4,689,009.73		-		4,689,009.73		4,642,803.64		(46,206.09	)		4,642,803.64		3,471,488.87
073879Z92		7,378,319.99		-		7,378,319.99		7,185,484.66		(192,835.33	)		7,185,484.66		4,726,061.37
07389VAA5		1,318,932.07		-		1,318,932.07		1,280,083.52		(38,848.55	)		1,280,083.52		1,097,200.81
07401LAA1		10,399,215.66		-		10,399,215.66		10,211,138.77		(188,076.89	)		10,211,138.77		7,737,082.30
07820QAY1		10,244,033.14		-		10,244,033.14		10,084,183.24		(159,849.90	)		10,084,183.24		7,631,582.53
12667GCB7		143,614.09		-		143,614.09		141,535.45		(2,078.64	)		141,535.45		113,681.08
12667GME0		13,002,918.82		-		13,002,918.82		12,904,511.72		(98,407.10	)		12,904,511.72		9,057,198.55
12667GS20		9,653,506.47		-		9,653,506.47		9,511,658.52		(141,847.95	)		9,511,658.52		7,409,946.62
12668AEV3		8,700,864.26		-		8,700,864.26		8,657,056.30		(43,807.96	)		8,657,056.30		7,004,721.42
12668BB77		17,547,512.32		-		17,547,512.32		17,438,286.35		(109,225.97	)		17,438,286.35		13,341,926.58
126694N46		238,636.82		-		238,636.82		231,415.75		(7,221.07	)		231,415.75		171,330.74
12669FW82		851,239.78		-		851,239.78		847,589.63		(3,650.15	)		847,589.63		647,311.89
12669FXR9		370,494.06		-		370,494.06		366,193.11		(4,300.95	)		366,193.11		307,570.41
12669GKH3		9,657,789.05		-		9,657,789.05		9,626,283.07		(31,505.98	)		9,626,283.07		8,224,615.71
12669GRQ6		4,726,256.52		-		4,726,256.52		4,661,996.18		(64,260.34	)		4,661,996.18		4,014,966.39
12669GTV3		259,652.30		-		259,652.30		249,772.89		(9,879.41	)		249,772.89		211,949.32
12669GUR0		2,597,195.38		-		2,597,195.38		2,570,000.85		(27,194.53	)		2,570,000.85		2,005,653.32
14453MAB0		6,510,444.56		-		6,510,444.56		6,287,272.76		(223,171.80	)		6,287,272.76		4,814,360.57
14454AAB5		2,010,836.64		-		2,010,836.64		1,921,516.72		(89,319.92	)		1,921,516.72		1,169,687.55
14983CAA3		1,062,031.79		-		1,062,031.79		999,049.90		(62,981.89	)		999,049.90		805,764.20
22943HAD8		6,668,798.61		-		6,668,798.61		6,106,933.18		(561,865.43	)		6,106,933.18		2,462,010.00
23243AAD8		756,348.29		-		756,348.29		752,029.25		(4,319.04	)		752,029.25		627,320.41
23321P6A1		6,365,678.30		-		6,365,678.30		6,352,809.55		(12,868.75	)		6,352,809.55		6,304,418.22
23332UAR5		7,184,122.90		-		7,184,122.90		6,977,311.03		(206,811.87	)		6,977,311.03		6,088,532.73
23332UBG8		4,829,464.62		-		4,829,464.62		4,803,542.84		(25,921.78	)		4,803,542.84		4,236,755.99
23332UBV5		4,226,881.85		-		4,226,881.85		4,136,244.85		(90,637.00	)		4,136,244.85		3,452,468.99
23332UCM4		425,661.23		-		425,661.23		419,406.25		(6,254.98	)		419,406.25		316,927.03
23332UDU5		15,161,149.93		-		15,161,149.93		14,909,013.37		(252,136.56	)		14,909,013.37		11,082,888.05
23332UFV1		1,124,568.71		-		1,124,568.71		1,099,842.01		(24,726.70	)		1,099,842.01		781,834.55
251510EH2		26,882,770.36		-		26,882,770.36		26,866,304.62		(16,465.74	)		26,866,304.62		26,880,066.39
251510FB4		4,270,275.32		-		4,270,275.32		4,196,350.93		(73,924.39	)		4,196,350.93		3,631,606.94
30251YAB4		6,357,372.84		-		6,357,372.84		6,245,225.03		(112,147.81	)		6,245,225.03		5,452,636.22
32051DV33		137,807.13		-		137,807.13		137,159.30		(647.83	)		137,159.30		133,197.33
32053LAA0		154,571.30		-		154,571.30		145,156.35		(9,414.95	)		145,156.35		140,283.47
32113JAA3		535,759.12		-		535,759.12		531,717.71		(4,041.41	)		531,717.71		372,539.44
36185NXT2		156,720.67		-		156,720.67		66,042.17		(90,678.50	)		66,042.17		286,175.91
36242DBJ1		827,700.02		-		827,700.02		826,427.41		(1,272.61	)		826,427.41		791,983.59
39538RBB4		9,235,052.70		-		9,235,052.70		9,161,868.90		(73,183.80	)		9,161,868.90		6,512,187.42
39538WFH6		7,446,871.83		-		7,446,871.83		7,388,250.67		(58,621.16	)		7,388,250.67		5,212,964.28
39538WHF8		21,165,329.45		-		21,165,329.45		20,819,111.57		(346,217.88	)		20,819,111.57		14,494,086.18
41161PHC0		5,663,138.76		-		5,663,138.76		5,571,887.86		(91,250.90	)		5,571,887.86		4,657,833.18
41161PHU0		5,574,767.28		-		5,574,767.28		5,545,485.20		(29,282.08	)		5,545,485.20		4,933,438.31
41161PKH5		358,341.70		-		358,341.70		350,459.48		(7,882.22	)		350,459.48		279,909.18
41161PLR2		8,744,109.73		-		8,744,109.73		8,623,527.46		(120,582.27	)		8,623,527.46		7,001,090.12
41161PMG5		10,907,650.36		-		10,907,650.36		10,675,036.33		(232,614.03	)		10,675,036.33		8,384,590.26
41161PQU0		9,626,881.95		-		9,626,881.95		9,511,928.93		(114,953.02	)		9,511,928.93		7,153,603.90
41161PTN3		1,567,226.31		-		1,567,226.31		1,530,481.28		(36,745.03	)		1,530,481.28		1,227,098.07
41161PWB5		4,792,597.54		-		4,792,597.54		4,742,660.23		(49,937.31	)		4,742,660.23		3,425,757.56
41164LAB5		9,025,230.86		-		9,025,230.86		8,802,389.69		(222,841.17	)		8,802,389.69		6,136,334.93
41164YAB7		8,783,262.95		-		8,783,262.95		8,626,488.00		(156,774.95	)		8,626,488.00		6,415,095.86
43739EAP2		14,784,174.76		-		14,784,174.76		14,453,507.95		(330,666.81	)		14,453,507.95		12,736,364.43
43739EBS5		6,644,926.54		-		6,644,926.54		6,613,195.04		(31,731.50	)		6,613,195.04		5,994,185.62

FF-108

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
45071KDD3	$	874,479.83	$	-	$	874,479.83	$	843,040.88	$	(31,438.95	)	$	843,040.88	$	591,187.65
45254NFY8		1,038,063.72		-		1,038,063.72		963,823.44		(74,240.28	)		963,823.44		905,686.67
45254NJG3		983,177.00		-		983,177.00		929,554.25		(53,622.75	)		929,554.25		859,472.92
45254NJV0		792,655.77		-		792,655.77		780,003.42		(12,652.35	)		780,003.42		687,882.12
45254NKF3		3,837,676.15		-		3,837,676.15		3,683,101.32		(154,574.83	)		3,683,101.32		3,959,710.64
45254NKX4		4,478,860.96		-		4,478,860.96		4,422,738.27		(56,122.69	)		4,422,738.27		4,098,551.43
45254NMB0		835,811.04		-		835,811.04		829,894.54		(5,916.50	)		829,894.54		827,244.85
45254NML8		1,226,716.58		-		1,226,716.58		1,135,591.92		(91,124.66	)		1,135,591.92		916,733.12
45254NNP8		9,764,362.25		-		9,764,362.25		9,679,352.19		(85,010.06	)		9,679,352.19		8,050,803.25
45254NPA9		11,273,438.09		-		11,273,438.09		10,257,202.67		(1,016,235.42	)		10,257,202.67		9,774,878.07
45254NPU5		3,954,742.03		-		3,954,742.03		3,563,809.02		(390,933.01	)		3,563,809.02		3,138,432.38
45254TRX4		225,155.56		-		225,155.56		220,114.37		(5,041.19	)		220,114.37		196,421.77
45254TSM7		2,772,862.81		-		2,772,862.81		2,753,083.50		(19,779.31	)		2,753,083.50		1,949,032.94
45254TTM6		9,152,610.15		-		9,152,610.15		8,265,168.78		(887,441.37	)		8,265,168.78		7,210,716.01
452570AA2		39,357.38		-		39,357.38		38,813.03		(544.35	)		38,813.03		35,080.60
45257EAA2		3,341,322.24		-		3,341,322.24		2,836,462.90		(504,859.34	)		2,836,462.90		2,332,857.39
45660LW96		1,942,016.41		-		1,942,016.41		1,904,763.48		(37,252.93	)		1,904,763.48		1,435,169.74
45660N5H4		4,351,507.28		-		4,351,507.28		4,338,621.20		(12,886.08	)		4,338,621.20		3,923,989.16
45660NQ24		1,233,486.45		-		1,233,486.45		1,230,642.09		(2,844.36	)		1,230,642.09		1,232,617.90
45660NRB3		487,414.55		-		487,414.55		399,280.68		(88,133.87	)		399,280.68		490,283.19
45660NT96		1,816,063.88		-		1,816,063.88		1,806,256.24		(9,807.64	)		1,806,256.24		1,859,981.54
466247XE8		4,650,188.72		-		4,650,188.72		4,635,482.74		(14,705.98	)		4,635,482.74		3,697,655.40
525221CD7		112,779.85		-		112,779.85		98,101.84		(14,678.01	)		98,101.84		61,836.12
525221GM3		2,458,888.85		-		2,458,888.85		2,445,388.33		(13,500.52	)		2,445,388.33		1,644,620.54
525221HA8		17,763,846.44		-		17,763,846.44		17,620,557.18		(143,289.26	)		17,620,557.18		11,871,568.03
525226AL0		1,099,219.42		-		1,099,219.42		1,039,327.33		(59,892.09	)		1,039,327.33		339,620.60
52524VAG4		9,458,735.80		-		9,458,735.80		9,212,714.22		(246,021.58	)		9,212,714.22		7,479,285.60
52524YAF0		8,272,104.47		-		8,272,104.47		8,222,548.65		(49,555.82	)		8,222,548.65		6,109,440.99
550279AA1		3,665,435.80		-		3,665,435.80		3,655,115.00		(10,320.80	)		3,655,115.00		2,954,176.05
55027AAR1		8,352,542.50		-		8,352,542.50		8,109,980.95		(242,561.55	)		8,109,980.95		5,760,436.41
55027AAU4		4,369,031.87		-		4,369,031.87		3,986,137.45		(382,894.42	)		3,986,137.45		3,030,630.32
55027BAA6		11,515,914.05		-		11,515,914.05		11,172,053.06		(343,860.99	)		11,172,053.06		8,356,553.71
55274SAM3		790,404.35		-		790,404.35		778,317.32		(12,087.03	)		778,317.32		723,886.32
576433H33		290,906.36		-		290,906.36		290,091.39		(814.97	)		290,091.39		216,527.20
576433RU2		1,412,948.79		-		1,412,948.79		1,351,921.38		(61,027.41	)		1,351,921.38		871,870.50
576433SE7		1,387,862.96		-		1,387,862.96		1,362,484.32		(25,378.64	)		1,362,484.32		841,751.20
576433YN0		1,020,587.11		-		1,020,587.11		995,392.32		(25,194.79	)		995,392.32		869,933.44
589929X29		3,745,698.79		-		3,745,698.79		3,656,057.80		(89,640.99	)		3,656,057.80		3,200,240.15
59020UAA3		107,389.64		-		107,389.64		106,562.02		(827.62	)		106,562.02		116,170.81
59020UAC9		772,552.78		-		772,552.78		761,004.07		(11,548.71	)		761,004.07		767,074.36
61748HAA9		5,844.66		-		5,844.66		5,039.15		(805.51	)		5,039.15		5,599.85
61753KAB2		152,329.44		-		152,329.44		124,750.96		(27,578.48	)		124,750.96		104,558.71
61757MAB4		2,336,961.40		-		2,336,961.40		2,140,988.87		(195,972.53	)		2,140,988.87		1,851,385.13
61913PAA0		10,298,141.38		-		10,298,141.38		10,255,708.63		(42,432.75	)		10,255,708.63		9,957,202.81
61915RBB1		5,610,065.10		-		5,610,065.10		5,511,448.64		(98,616.46	)		5,511,448.64		4,215,508.59
61915RBZ8		590,852.12		-		590,852.12		573,216.15		(17,635.97	)		573,216.15		470,172.19
638728AC9		1,873,987.12		-		1,873,987.12		1,834,131.37		(39,855.75	)		1,834,131.37		1,285,552.89
65535VRK6		431,601.40		-		431,601.40		426,845.72		(4,755.68	)		426,845.72		394,222.23
65535VUS5		1,552,289.89		-		1,552,289.89		1,507,833.50		(44,456.39	)		1,507,833.50		875,125.42
65538DAA3		1,895,934.08		-		1,895,934.08		1,864,821.48		(31,112.60	)		1,864,821.48		1,394,262.04
68383NCA9		17,471,873.47		-		17,471,873.47		17,083,180.00		(388,693.47	)		17,083,180.00		15,924,424.42
68383NCD3		2,742,202.29		-		2,742,202.29		2,666,657.17		(75,545.12	)		2,666,657.17		2,107,503.00
68383NCU5		6,535,346.78		-		6,535,346.78		6,366,445.92		(168,900.86	)		6,366,445.92		5,584,860.65

FF-109

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
68383NDT7	$	6,770,195.33	$	-	$	6,770,195.33	$	6,684,267.20	$	(85,928.13	)	$	6,684,267.20	$	4,864,335.27
73316PJD3		17,233.44		-		17,233.44		15,938.56		(1,294.88	)		15,938.56		15,075.41
74922AAA5		11,432,085.57		-		11,432,085.57		10,848,563.47		(583,522.10	)		10,848,563.47		7,368,263.94
74922MAB7		8,041,255.68		-		8,041,255.68		7,503,169.16		(538,086.52	)		7,503,169.16		5,646,779.29
74922MAC5		1,058,860.00		-		1,058,860.00		963,194.41		(95,665.59	)		963,194.41		779,705.04
75114GAC3		15,472,732.82		-		15,472,732.82		14,796,192.74		(676,540.08	)		14,796,192.74		10,310,046.31
75114HAD9		14,374,500.19		-		14,374,500.19		14,088,504.92		(285,995.27	)		14,088,504.92		10,413,693.52
75114HAK3		4,575,978.98		-		4,575,978.98		4,163,435.41		(412,543.57	)		4,163,435.41		1,968,950.36
760985U33		476,529.29		-		476,529.29		459,999.24		(16,530.05	)		459,999.24		470,925.07
76110GE23		4,486,264.08		-		4,486,264.08		4,479,609.63		(6,654.45	)		4,479,609.63		3,740,468.32
76110GUG4		1,202,269.60		-		1,202,269.60		1,199,172.45		(3,097.15	)		1,199,172.45		1,144,874.11
761118FM5		8,570,697.93		-		8,570,697.93		8,493,487.10		(77,210.83	)		8,493,487.10		8,323,336.48
761118KU1		5,554,419.45		-		5,554,419.45		5,142,391.57		(412,027.88	)		5,142,391.57		3,979,797.32
761118NN4		7,620,104.69		-		7,620,104.69		7,481,830.28		(138,274.41	)		7,481,830.28		5,699,451.77
761118RJ9		300,705.39		-		300,705.39		284,520.47		(16,184.92	)		284,520.47		192,710.00
761118RM2		15,196,836.86		-		15,196,836.86		13,522,622.17		(1,674,214.69	)		13,522,622.17		9,724,611.07
76112HAE7		32,009.23		-		32,009.23		30,576.03		(1,433.20	)		30,576.03		31,895.47
805564RM5		2,970,387.09		-		2,970,387.09		2,854,917.47		(115,469.62	)		2,854,917.47		2,725,749.61
81744FDK0		2,004,694.46		-		2,004,694.46		2,003,446.91		(1,247.55	)		2,003,446.91		1,860,889.88
83613GAA7		2,088,852.82		-		2,088,852.82		2,038,594.80		(50,258.02	)		2,038,594.80		1,826,699.24
86358RQ83		132,075.82		-		132,075.82		129,709.23		(2,366.59	)		129,709.23		111,037.92
86359ADN0		300,845.68		-		300,845.68		232,528.71		(68,316.97	)		232,528.71		173,751.34
86359BLB5		1,121,595.85		-		1,121,595.85		1,117,683.98		(3,911.87	)		1,117,683.98		1,107,138.61
86359DDB0		1,502,493.10		-		1,502,493.10		1,465,861.87		(36,631.23	)		1,465,861.87		1,218,072.63
86359DUL9		145,728.32		-		145,728.32		144,723.46		(1,004.86	)		144,723.46		117,995.06
86359DUR6		13,912,545.28		-		13,912,545.28		13,743,927.98		(168,617.30	)		13,743,927.98		11,206,756.34
86359LRW1		16,864,738.99		-		16,864,738.99		16,620,981.75		(243,757.24	)		16,620,981.75		11,969,985.87
86359LSM2		1,125,578.49		-		1,125,578.49		1,099,624.38		(25,954.11	)		1,099,624.38		826,429.54
86360JAA9		9,723,060.72		-		9,723,060.72		9,633,736.86		(89,323.86	)		9,633,736.86		5,413,180.90
86360JAE1		7,325,252.91		-		7,325,252.91		7,105,955.59		(219,297.32	)		7,105,955.59		4,510,390.49
86360KAF5		27,686,477.95		-		27,686,477.95		27,172,487.39		(513,990.56	)		27,172,487.39		17,521,325.65
86360UAF3		3,300,100.97		-		3,300,100.97		3,246,625.82		(53,475.15	)		3,246,625.82		2,378,138.65
86361HAA2		10,247,229.88		-		10,247,229.88		10,059,760.37		(187,469.51	)		10,059,760.37		6,991,868.52
88157QAL2		687,666.55		-		687,666.55		641,362.90		(46,303.65	)		641,362.90		1,251,357.07
885220FS7		5,964,125.86		-		5,964,125.86		5,887,292.28		(76,833.58	)		5,887,292.28		5,696,732.83
92922F4M7		3,928,525.13		-		3,928,525.13		3,902,560.52		(25,964.61	)		3,902,560.52		3,207,898.95
92922F5T1		6,601,125.32		-		6,601,125.32		6,532,188.39		(68,936.93	)		6,532,188.39		5,368,328.70
92922F7Q5		7,833,706.21		-		7,833,706.21		7,796,889.46		(36,816.75	)		7,796,889.46		6,591,798.09
92922FB72		1,086,772.77		-		1,086,772.77		1,075,566.77		(11,206.00	)		1,075,566.77		920,347.74
92922FJ25		5,684,105.78		-		5,684,105.78		5,663,043.97		(21,061.81	)		5,663,043.97		4,491,666.49
92922FWU8		3,212,069.20		-		3,212,069.20		3,192,161.08		(19,908.12	)		3,192,161.08		3,079,304.16
92925CBB7		3,785,595.84		-		3,785,595.84		3,756,988.02		(28,607.82	)		3,756,988.02		3,090,173.97
92977YAY7		2,076,178.98		-		2,076,178.98		1,704,441.01		(371,737.97	)		1,704,441.01		264,420.01
9393365V1		1,406,019.24		-		1,406,019.24		1,388,720.27		(17,298.97	)		1,388,720.27		1,194,171.17
94983YAQ2		3,193,194.30		-		3,193,194.30		3,131,994.05		(61,200.25	)		3,131,994.05		2,947,135.10
94984DAB0		1,021,683.54		-		1,021,683.54		833,533.42		(188,150.12	)		833,533.42		976,287.99
Totals	$	912,025,936.52	$	-	$	912,025,936.52	$	890,494,220.76	$	(21,531,715.76	)	$	890,494,220.76	$	708,872,106.49

FF-110

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following is the impairment listing for loan-backed securities for the three months ended March 31, 2012:

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
004421TD5	$	1,541,478.78	$	-	$	1,541,478.78	$	1,410,937.96	$	(130,540.82	)	$	1,410,937.96	$	1,160,727.00
00442KAD3		2,395,326.62		-		2,395,326.62		2,395,101.25		(225.37	)		2,395,101.25		1,521,724.23
02146QAB9		10,895,719.62		-		10,895,719.62		10,673,040.59		(222,679.03	)		10,673,040.59		8,244,490.82
02146TAQ0		15,999,669.17		-		15,999,669.17		15,309,628.19		(690,040.98	)		15,309,628.19		14,282,052.69
02147CAA1		4,886,961.13		-		4,886,961.13		4,786,262.94		(100,698.19	)		4,786,262.94		4,301,092.71
02147DAB7		9,135,556.28		-		9,135,556.28		9,088,651.47		(46,904.81	)		9,088,651.47		7,239,389.63
02660TBF9		327,103.62		-		327,103.62		285,583.53		(41,520.09	)		285,583.53		1,778,116.87
02660TGN7		7,100,084.55		-		7,100,084.55		6,860,765.65		(239,318.90	)		6,860,765.65		5,132,213.37
02660TGS6		6,093,795.49		-		6,093,795.49		5,839,316.48		(254,479.01	)		5,839,316.48		4,314,368.41
02660TJB0		18,399,042.67		-		18,399,042.67		17,476,293.71		(922,748.96	)		17,476,293.71		13,651,610.59
02660WAC0		13,883,025.83		-		13,883,025.83		13,581,227.11		(301,798.72	)		13,581,227.11		10,161,104.14
02660XAD6		9,456,288.55		-		9,456,288.55		9,329,482.89		(126,805.66	)		9,329,482.89		8,125,864.94
026929AA7		7,552,542.66		-		7,552,542.66		7,387,317.62		(165,225.04	)		7,387,317.62		7,478,417.01
026929AD1		6,939,928.90		-		6,939,928.90		6,722,318.74		(217,610.16	)		6,722,318.74		4,774,911.41
03072SPD1		319,295.58		-		319,295.58		298,291.97		(21,003.61	)		298,291.97		235,286.54
040104QN4		2,426,705.81		-		2,426,705.81		2,331,964.02		(94,741.79	)		2,331,964.02		1,807,560.64
040104RV5		1,727,754.49		-		1,727,754.49		1,691,200.14		(36,554.35	)		1,691,200.14		1,474,364.84
055294AA0		2,486,190.72		-		2,486,190.72		2,338,711.82		(147,478.90	)		2,338,711.82		2,131,805.20
05946XYP2		814,454.58		-		814,454.58		801,728.32		(12,726.26	)		801,728.32		623,560.88
05948JAA0		258,465.04		-		258,465.04		252,159.50		(6,305.54	)		252,159.50		235,148.74
05949ALH1		1,739,997.75		-		1,739,997.75		1,711,220.52		(28,777.23	)		1,711,220.52		1,685,675.46
06652DAA7		5,308,816.43		-		5,308,816.43		4,942,102.09		(366,714.34	)		4,942,102.09		3,588,766.66
07325YAB4		2,314,376.08		-		2,314,376.08		2,140,832.06		(173,544.02	)		2,140,832.06		974,417.28
07384MS60		853,025.55		-		853,025.55		831,445.04		(21,580.51	)		831,445.04		869,013.36
07384MW40		93,855.24		-		93,855.24		90,225.37		(3,629.87	)		90,225.37		87,226.52
07384YCD6		4,712,263.70		-		4,712,263.70		4,700,372.07		(11,891.63	)		4,700,372.07		4,622,443.03
073854AB7		11,646,801.16		-		11,646,801.16		11,090,325.43		(556,475.73	)		11,090,325.43		8,251,368.05
07386HKS9		365,230.85		-		365,230.85		356,757.26		(8,473.59	)		356,757.26		284,341.97
07386HSP7		5,001,191.32		-		5,001,191.32		4,814,088.09		(187,103.23	)		4,814,088.09		3,538,709.24
073879PA0		1,325,589.72		-		1,325,589.72		1,070,146.74		(255,442.98	)		1,070,146.74		1,192,698.90
073879Z92		8,269,046.89		-		8,269,046.89		7,304,182.97		(964,863.92	)		7,304,182.97		4,642,737.08
07400XAB4		2,493,410.68		-		2,493,410.68		2,219,747.35		(273,663.33	)		2,219,747.35		1,736,454.28
07401LAA1		10,985,395.03		-		10,985,395.03		10,748,110.46		(237,284.57	)		10,748,110.46		8,005,394.60
07820QAY1		10,959,891.90		-		10,959,891.90		10,746,714.17		(213,177.73	)		10,746,714.17		8,482,106.39
078446AB7		90,796.00		-		90,796.00		87,400.00		(3,396.00	)		87,400.00		79,000.00
12489WQE7		1,401,150.00		-		1,401,150.00		1,280,293.44		(120,856.56	)		1,280,293.44		1,069,498.20
1248MGAJ3		60,091.11		-		60,091.11		59,425.51		(665.60	)		59,425.51		38,234.58
1248RHAD9		4,325,510.23		-		4,325,510.23		4,134,659.67		(190,850.56	)		4,134,659.67		2,774,406.69
126670KN7		1,600,602.33		-		1,600,602.33		1,575,180.03		(25,422.30	)		1,575,180.03		1,063,851.00
12667GME0		13,713,436.77		-		13,713,436.77		13,278,268.12		(435,168.65	)		13,278,268.12		9,721,775.02
12667GS20		10,264,427.49		-		10,264,427.49		9,940,807.95		(323,619.54	)		9,940,807.95		7,946,417.99
12667GWF6		5,429,128.20		-		5,429,128.20		5,252,471.01		(176,657.19	)		5,252,471.01		4,487,864.92
12668ACZ6		2,886,654.48		-		2,886,654.48		2,793,497.18		(93,157.30	)		2,793,497.18		2,183,933.81
12668AEV3		9,203,882.37		-		9,203,882.37		9,081,174.15		(122,708.22	)		9,081,174.15		7,186,527.46
12668BB77		18,649,318.82		-		18,649,318.82		18,132,784.56		(516,534.26	)		18,132,784.56		14,394,804.84
12668BDC4		3,983,835.93		-		3,983,835.93		3,891,591.79		(92,244.14	)		3,891,591.79		3,609,084.51
12668BE33		11,642,199.60		-		11,642,199.60		11,317,250.91		(324,948.69	)		11,317,250.91		8,736,563.82
126694N46		262,895.68		-		262,895.68		252,818.21		(10,077.47	)		252,818.21		190,328.98
12669FW82		902,300.53		-		902,300.53		895,243.26		(7,057.27	)		895,243.26		706,675.89
12669FXR9		388,655.33		-		388,655.33		380,989.81		(7,665.52	)		380,989.81		320,831.24

FF-111

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
12669GKH3	$	10,051,971.22	$	-	$	10,051,971.22	$	10,021,811.07	$	(30,160.15	)	$	10,021,811.07	$	8,503,256.03
12669GTV3		272,122.68		-		272,122.68		271,005.37		(1,117.31	)		271,005.37		228,275.79
14453MAB0		7,217,252.91		-		7,217,252.91		6,889,100.18		(328,152.73	)		6,889,100.18		5,158,938.30
14454AAB5		2,207,453.83		-		2,207,453.83		2,117,514.50		(89,939.33	)		2,117,514.50		1,279,345.96
22540VG71		140,062.06		-		140,062.06		139,978.41		(83.65	)		139,978.41		139,073.65
22541SXR4		1,709,465.06		-		1,709,465.06		1,492,820.18		(216,644.88	)		1,492,820.18		1,299,062.20
22943HAD8		7,131,103.11		-		7,131,103.11		6,646,084.16		(485,018.95	)		6,646,084.16		3,357,660.00
23243AAD8		805,944.91		-		805,944.91		797,018.74		(8,926.17	)		797,018.74		597,992.38
23245QAA7		1,727,753.59		-		1,727,753.59		1,718,025.90		(9,727.69	)		1,718,025.90		1,363,739.28
23321P6A1		6,609,224.73		-		6,609,224.73		6,562,473.22		(46,751.51	)		6,562,473.22		6,500,654.87
23332UAC8		3,551,216.74		-		3,551,216.74		3,514,316.65		(36,900.09	)		3,514,316.65		3,555,674.27
23332UAR5		7,518,876.78		-		7,518,876.78		7,360,807.33		(158,069.45	)		7,360,807.33		6,455,329.52
23332UBG8		4,994,451.88		-		4,994,451.88		4,968,649.39		(25,802.49	)		4,968,649.39		4,227,393.48
23332UBV5		4,517,713.70		-		4,517,713.70		4,358,310.64		(159,403.06	)		4,358,310.64		3,376,201.08
23332UCM4		456,025.18		-		456,025.18		445,483.07		(10,542.11	)		445,483.07		338,358.68
23332UDU5		16,243,411.86		-		16,243,411.86		15,734,742.43		(508,669.43	)		15,734,742.43		11,971,159.92
23332UFV1		1,191,062.65		-		1,191,062.65		1,149,655.16		(41,407.49	)		1,149,655.16		845,614.59
251508AB3		5,676,835.00		-		5,676,835.00		5,357,184.11		(319,650.89	)		5,357,184.11		4,158,512.34
251510EH2		27,638,378.13		-		27,638,378.13		27,269,765.52		(368,612.61	)		27,269,765.52		27,195,308.59
251510FB4		4,820,200.29		-		4,820,200.29		4,332,693.35		(487,506.94	)		4,332,693.35		3,832,205.46
251510NC3		11,965,587.73		-		11,965,587.73		11,776,591.76		(188,995.97	)		11,776,591.76		4,585,849.60
32051DV33		403,355.79		-		403,355.79		394,502.16		(8,853.63	)		394,502.16		367,733.88
32113JAA3		569,877.88		-		569,877.88		543,309.23		(26,568.65	)		543,309.23		376,905.09
32113JBV6		230,051.25		-		230,051.25		176,397.60		(53,653.65	)		176,397.60		192,129.00
36185NXT2		268,325.56		-		268,325.56		175,621.66		(92,703.90	)		175,621.66		316,221.25
36228F5R3		976,815.96		-		976,815.96		958,484.96		(18,331.00	)		958,484.96		807,194.73
36242DBJ1		1,961,689.07		-		1,961,689.07		1,856,689.57		(104,999.50	)		1,856,689.57		1,861,498.54
39538RAB5		8,616,986.44		-		8,616,986.44		8,367,596.90		(249,389.54	)		8,367,596.90		5,860,543.99
39538RBB4		9,413,913.44		-		9,413,913.44		9,410,984.13		(2,929.31	)		9,410,984.13		6,930,842.27
39538WFH6		7,948,985.62		-		7,948,985.62		7,620,162.49		(328,823.13	)		7,620,162.49		5,523,915.91
39538WHF8		22,086,753.69		-		22,086,753.69		21,593,651.97		(493,101.72	)		21,593,651.97		16,675,698.58
39539GAA0		3,397,104.29		-		3,397,104.29		3,319,866.07		(77,238.22	)		3,319,866.07		2,696,913.28
41161PFR9		972,453.93		-		972,453.93		931,971.37		(40,482.56	)		931,971.37		869,475.99
41161PHC0		5,976,410.27		-		5,976,410.27		5,859,090.03		(117,320.24	)		5,859,090.03		4,998,700.00
41161PKH5		376,603.13		-		376,603.13		370,387.02		(6,216.11	)		370,387.02		302,895.91
41161PLR2		9,107,824.64		-		9,107,824.64		9,083,332.79		(24,491.85	)		9,083,332.79		7,557,536.03
41161PMG5		11,392,890.83		-		11,392,890.83		11,373,456.98		(19,433.85	)		11,373,456.98		8,933,479.26
41161PQU0		9,998,662.15		-		9,998,662.15		9,942,331.46		(56,330.69	)		9,942,331.46		7,486,266.01
41161PSK0		3,759,700.11		-		3,759,700.11		3,732,298.23		(27,401.88	)		3,732,298.23		2,711,746.87
41161PTN3		1,640,764.05		-		1,640,764.05		1,626,995.41		(13,768.64	)		1,626,995.41		1,279,567.67
41161PWB5		5,125,239.88		-		5,125,239.88		5,024,830.39		(100,409.49	)		5,024,830.39		3,784,557.48
41161PXH1		605,264.81		-		605,264.81		583,450.59		(21,814.22	)		583,450.59		473,512.09
41164LAB5		9,914,403.89		-		9,914,403.89		9,413,003.05		(501,400.84	)		9,413,003.05		6,728,155.04
41164YAB7		9,426,071.83		-		9,426,071.83		9,029,263.32		(396,808.51	)		9,029,263.32		6,937,074.58
43739EAP2		15,892,294.60		-		15,892,294.60		15,100,129.23		(792,165.37	)		15,100,129.23		12,762,626.54
43739EBJ5		7,433,454.10		-		7,433,454.10		7,330,446.41		(103,007.69	)		7,330,446.41		5,734,397.77
43739EBS5		7,074,976.18		-		7,074,976.18		6,782,747.49		(292,228.69	)		6,782,747.49		6,161,117.75
45071KDD3		967,257.51		-		967,257.51		931,207.00		(36,050.51	)		931,207.00		638,192.15
45254NHV2		205,981.14		-		205,981.14		168,142.66		(37,838.48	)		168,142.66		192,398.26
45254NJG3		1,033,154.31		-		1,033,154.31		1,032,534.21		(620.10	)		1,032,534.21		905,041.20
45254NJV0		826,667.71		-		826,667.71		801,434.34		(25,233.37	)		801,434.34		683,358.39
45254NKF3		3,980,458.00		-		3,980,458.00		3,906,155.45		(74,302.55	)		3,906,155.45		3,871,195.69
45254NKX4		4,687,527.42		-		4,687,527.42		4,628,756.97		(58,770.45	)		4,628,756.97		3,703,600.29

FF-112

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
45254NMB0	$	916,309.19	$	-	$	916,309.19	$	868,450.30	$	(47,858.89	)	$	868,450.30	$	872,999.52
45254NML8		1,273,472.38		-		1,273,472.38		1,247,172.27		(26,300.11	)		1,247,172.27		951,222.56
45254NNP8		10,457,506.80		-		10,457,506.80		10,003,436.90		(454,069.90	)		10,003,436.90		8,298,478.07
45254NPA9		12,211,454.46		-		12,211,454.46		11,543,544.98		(667,909.48	)		11,543,544.98		11,250,393.17
45254NPU5		4,227,084.10		-		4,227,084.10		4,042,808.91		(184,275.19	)		4,042,808.91		3,271,167.96
45254TRX4		256,661.45		-		256,661.45		226,757.04		(29,904.41	)		226,757.04		215,201.93
45254TSM7		3,025,186.92		-		3,025,186.92		2,841,491.66		(183,695.26	)		2,841,491.66		1,928,676.55
452570AA2		41,144.59		-		41,144.59		40,265.04		(879.55	)		40,265.04		35,536.27
45257EAA2		3,506,726.63		-		3,506,726.63		3,413,984.55		(92,742.08	)		3,413,984.55		2,346,939.42
45660LKW8		20,789,538.85		-		20,789,538.85		20,155,606.62		(633,932.23	)		20,155,606.62		15,031,011.94
45660LW96		2,244,719.45		-		2,244,719.45		2,015,936.25		(228,783.20	)		2,015,936.25		1,477,893.44
45660LYW3		2,999,030.11		-		2,999,030.11		2,812,862.16		(186,167.95	)		2,812,862.16		2,310,276.26
45660N2Y0		995,830.45		-		995,830.45		992,315.54		(3,514.91	)		992,315.54		887,542.22
45660N3S2		3,478,437.00		-		3,478,437.00		3,346,920.38		(131,516.62	)		3,346,920.38		3,261,927.28
45660N5H4		4,498,604.93		-		4,498,604.93		4,430,000.78		(68,604.15	)		4,430,000.78		4,090,846.53
45660NQ24		1,596,170.10		-		1,596,170.10		1,567,652.65		(28,517.45	)		1,567,652.65		1,589,921.57
45660NS30		1,878,549.93		-		1,878,549.93		1,823,002.14		(55,547.79	)		1,823,002.14		1,428,750.38
466247UG6		1,858,571.15		-		1,858,571.15		1,853,523.72		(5,047.43	)		1,853,523.72		1,638,667.84
466247XE8		5,098,878.46		-		5,098,878.46		4,756,829.28		(342,049.18	)		4,756,829.28		3,549,572.14
46627MBQ9		9,966,973.52		-		9,966,973.52		9,858,645.79		(108,327.73	)		9,858,645.79		7,378,229.89
525221AJ6		2,175,068.95		-		2,175,068.95		2,033,565.98		(141,502.97	)		2,033,565.98		1,560,091.15
525221CD7		152,043.25		-		152,043.25		112,050.22		(39,993.03	)		112,050.22		66,257.01
525221GB7		19,174.30		-		19,174.30		17,247.88		(1,926.42	)		17,247.88		19,075.91
525221GM3		2,560,679.09		-		2,560,679.09		2,537,042.98		(23,636.11	)		2,537,042.98		1,798,653.12
525221HA8		18,888,675.30		-		18,888,675.30		18,481,380.29		(407,295.01	)		18,481,380.29		12,508,092.40
525226AL0		229,264.31		-		229,264.31		220,591.66		(8,672.65	)		220,591.66		96,896.74
52524VAG4		10,574,372.31		-		10,574,372.31		9,921,557.84		(652,814.47	)		9,921,557.84		7,061,491.50
52524YAF0		9,034,562.30		-		9,034,562.30		8,596,206.31		(438,355.99	)		8,596,206.31		7,300,750.22
55027AAR1		8,813,938.63		-		8,813,938.63		8,630,175.37		(183,763.26	)		8,630,175.37		5,914,032.92
55027AAU4		4,526,246.37		-		4,526,246.37		4,517,419.63		(8,826.74	)		4,517,419.63		2,780,462.78
55027BAA6		12,285,298.71		-		12,285,298.71		11,784,476.39		(500,822.32	)		11,784,476.39		8,040,677.77
55274SAM3		853,764.61		-		853,764.61		809,021.39		(44,743.22	)		809,021.39		758,739.12
576433RU2		1,589,222.62		-		1,589,222.62		1,413,288.62		(175,934.00	)		1,413,288.62		901,456.80
576433SE7		1,473,558.55		-		1,473,558.55		1,384,619.97		(88,938.58	)		1,384,619.97		927,185.40
576433YN0		1,095,009.66		-		1,095,009.66		1,027,252.02		(67,757.64	)		1,027,252.02		855,517.53
576438AA3		2,772,874.50		-		2,772,874.50		2,735,452.93		(37,421.57	)		2,735,452.93		2,386,350.79
589929E87		717,942.89		-		717,942.89		286,243.10		(431,699.79	)		286,243.10		630,250.68
589929N38		1,243,884.27		-		1,243,884.27		1,241,259.14		(2,625.13	)		1,241,259.14		1,231,075.05
59020UAC9		816,907.77		-		816,907.77		805,228.23		(11,679.54	)		805,228.23		805,277.49
59020UGT6		545,474.33		-		545,474.33		535,964.36		(9,509.97	)		535,964.36		517,393.38
59020UQ57		3,310,924.04		-		3,310,924.04		3,189,539.48		(121,384.56	)		3,189,539.48		1,971,499.60
59020UUJ2		3,289,666.68		-		3,289,666.68		3,169,216.78		(120,449.90	)		3,169,216.78		3,200,045.49
61757MAB4		2,382,559.50		-		2,382,559.50		2,340,336.74		(42,222.76	)		2,340,336.74		1,858,918.62
61913PAA0		10,651,097.34		-		10,651,097.34		10,464,364.59		(186,732.75	)		10,464,364.59		9,767,517.80
61915RBB1		6,023,633.04		-		6,023,633.04		5,754,605.39		(269,027.65	)		5,754,605.39		4,336,296.24
61915RBZ8		669,139.99		-		669,139.99		604,831.35		(64,308.64	)		604,831.35		465,167.50
63543VAJ2		40,000.00		-		40,000.00		-		(40,000.00	)		-		2,005.00
63543WAH4		20,000.00		-		20,000.00		-		(20,000.00	)		-		1,002.50
638728AC9		2,055,699.50		-		2,055,699.50		1,922,163.98		(133,535.52	)		1,922,163.98		1,291,147.13
64352VEG2		41,229.63		-		41,229.63		39,516.51		(1,713.12	)		39,516.51		35,085.80
65535VRK6		1,336,850.21		-		1,336,850.21		1,227,362.11		(109,488.10	)		1,227,362.11		1,178,719.24
65535VUS5		1,912,441.58		-		1,912,441.58		1,592,624.47		(319,817.11	)		1,592,624.47		1,115,885.50
65538DAA3		2,022,754.61		-		2,022,754.61		1,972,489.60		(50,265.01	)		1,972,489.60		1,485,269.84

FF-113

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
66987XBV6	$	15,740.65	$	-	$	15,740.65	$	15,644.39	$	(96.26	)	$	15,644.39	$	11,266.45
68383NCA9		19,214,216.01		-		19,214,216.01		17,941,351.23		(1,272,864.78	)		17,941,351.23		17,175,513.76
68383NCD3		2,836,373.23		-		2,836,373.23		2,733,782.64		(102,590.59	)		2,733,782.64		2,211,048.00
68383NCU5		7,029,914.99		-		7,029,914.99		6,727,429.14		(302,485.85	)		6,727,429.14		5,826,571.86
68383NDT7		7,181,520.77		-		7,181,520.77		6,898,726.69		(282,794.08	)		6,898,726.69		5,018,062.33
69121PDX8		617,481.80		-		617,481.80		604,683.33		(12,798.47	)		604,683.33		542,775.54
73316PJD3		18,605.09		-		18,605.09		17,713.45		(891.64	)		17,713.45		16,406.54
74922AAA5		12,679,252.17		-		12,679,252.17		11,642,687.30		(1,036,564.87	)		11,642,687.30		5,911,267.00
75114GAC3		16,312,860.13		-		16,312,860.13		16,016,842.11		(296,018.02	)		16,016,842.11		10,955,918.68
75114HAK3		5,022,189.36		-		5,022,189.36		4,507,828.16		(514,361.20	)		4,507,828.16		2,242,032.56
75114NAA2		7,298,612.09		-		7,298,612.09		7,003,759.73		(294,852.36	)		7,003,759.73		6,899,627.44
75114NAB0		2,563,455.57		-		2,563,455.57		2,483,185.89		(80,269.68	)		2,483,185.89		2,117,197.82
760985U33		509,676.94		-		509,676.94		475,747.93		(33,929.01	)		475,747.93		407,806.95
76110GG62		4,708,994.47		-		4,708,994.47		4,705,536.74		(3,457.73	)		4,705,536.74		4,598,768.84
76110GUG4		1,356,218.47		-		1,356,218.47		1,266,983.64		(89,234.83	)		1,266,983.64		1,197,582.26
76110GV40		2,587,840.16		-		2,587,840.16		2,564,988.57		(22,851.59	)		2,564,988.57		2,587,416.43
76110GYL9		1,197,953.08		-		1,197,953.08		1,181,061.50		(16,891.58	)		1,181,061.50		1,150,080.59
76110GZQ7		6,274,801.03		-		6,274,801.03		6,267,825.64		(6,975.39	)		6,267,825.64		5,694,009.32
761118FM5		8,786,770.05		-		8,786,770.05		8,718,432.40		(68,337.65	)		8,718,432.40		8,459,257.98
761118KU1		5,709,061.61		-		5,709,061.61		5,677,289.27		(31,772.34	)		5,677,289.27		4,403,418.36
761118RJ9		335,180.00		-		335,180.00		306,423.01		(28,756.99	)		306,423.01		212,662.32
761118WP9		9,538,195.82		-		9,538,195.82		9,269,846.80		(268,349.02	)		9,269,846.80		7,311,817.19
79548KXQ6		954,928.14		-		954,928.14		954,084.99		(843.15	)		954,084.99		853,419.59
81744FDK0		2,092,138.64		-		2,092,138.64		2,042,181.46		(49,957.18	)		2,042,181.46		1,878,537.33
84752CAE7		922,128.17		-		922,128.17		864,026.06		(58,102.11	)		864,026.06		532,194.00
863579YR3		5,800,122.84		-		5,800,122.84		5,691,326.40		(108,796.44	)		5,691,326.40		4,960,267.50
86358HHX0		850,295.57		-		850,295.57		834,115.33		(16,180.24	)		834,115.33		738,737.06
86358R5Q6		130,462.93		-		130,462.93		129,639.51		(823.42	)		129,639.51		91,587.39
86359BLB5		1,190,395.59		-		1,190,395.59		1,136,961.18		(53,434.41	)		1,136,961.18		1,136,472.19
86359BPM7		1,679,176.04		-		1,679,176.04		1,550,869.89		(128,306.15	)		1,550,869.89		1,617,498.90
86359DDB0		1,569,797.63		-		1,569,797.63		1,492,410.51		(77,387.12	)		1,492,410.51		1,194,289.20
86359DUL9		171,135.57		-		171,135.57		151,790.39		(19,345.18	)		151,790.39		118,450.32
86359DUR6		16,100,641.47		-		16,100,641.47		14,395,351.74		(1,705,289.73	)		14,395,351.74		12,057,019.26
86359LRW1		18,217,847.02		-		18,217,847.02		17,552,510.90		(665,336.12	)		17,552,510.90		12,611,282.19
86359LSM2		1,179,854.16		-		1,179,854.16		1,171,235.90		(8,618.26	)		1,171,235.90		896,557.36
86360JAA9		9,930,486.18		-		9,930,486.18		9,807,786.93		(122,699.25	)		9,807,786.93		5,749,101.39
86360JAE1		7,863,883.50		-		7,863,883.50		7,535,234.54		(328,648.96	)		7,535,234.54		4,844,021.57
86360JAN1		2,692,201.41		-		2,692,201.41		2,611,682.30		(80,519.11	)		2,611,682.30		1,910,187.65
86360KAF5		29,969,985.34		-		29,969,985.34		28,689,583.87		(1,280,401.47	)		28,689,583.87		19,075,429.14
86360UAF3		3,512,468.29		-		3,512,468.29		3,406,928.31		(105,539.98	)		3,406,928.31		2,551,088.33
86361HAA2		10,860,985.24		-		10,860,985.24		10,625,787.14		(235,198.10	)		10,625,787.14		7,684,242.94
86363DAA9		7,729,678.91		-		7,729,678.91		7,586,789.20		(142,889.71	)		7,586,789.20		6,116,117.88
88157QAL2		730,636.82		-		730,636.82		688,198.66		(42,438.16	)		688,198.66		1,445,388.57
885220FS7		6,244,948.67		-		6,244,948.67		6,115,574.11		(129,374.56	)		6,115,574.11		5,915,982.78
92922F4M7		4,100,283.51		-		4,100,283.51		4,038,214.83		(62,068.68	)		4,038,214.83		3,146,706.43
92922F5T1		6,891,099.64		-		6,891,099.64		6,762,312.85		(128,786.79	)		6,762,312.85		5,418,474.95
92922F7Q5		8,367,286.66		-		8,367,286.66		8,169,617.62		(197,669.04	)		8,169,617.62		6,971,923.88
92922FB72		1,137,389.38		-		1,137,389.38		1,129,171.97		(8,217.41	)		1,129,171.97		946,584.74
92922FJ25		5,898,980.50		-		5,898,980.50		5,836,627.64		(62,352.86	)		5,836,627.64		4,676,644.66
92922FNW4		1,134,371.16		-		1,134,371.16		1,117,835.65		(16,535.51	)		1,117,835.65		1,395,404.61
92922FTJ7		1,168,665.75		-		1,168,665.75		1,143,885.94		(24,779.81	)		1,143,885.94		1,013,759.76
92922FWU8		3,303,246.56		-		3,303,246.56		3,294,106.06		(9,140.50	)		3,294,106.06		3,051,711.28
92922FZF8		7,617,616.38		-		7,617,616.38		7,486,561.21		(131,055.17	)		7,486,561.21		6,731,075.80

FF-114

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
92925CBB7	$	3,984,744.80	$	-	$	3,984,744.80	$	3,911,784.26	$	(72,960.54	)	$	3,911,784.26	$	3,027,193.79
92977YAY7		2,181,128.20		-		2,181,128.20		2,078,551.98		(102,576.22	)		2,078,551.98		435,320.01
92979DAA3		528,185.64		-		528,185.64		503,764.51		(24,421.13	)		503,764.51		485,264.03
9393365V1		1,510,356.37		-		1,510,356.37		1,462,513.62		(47,842.75	)		1,462,513.62		1,290,442.98
939336X65		10,621,910.39		-		10,621,910.39		10,460,382.36		(161,528.03	)		10,460,382.36		9,715,875.92
93934FHC9		7,516,620.41		-		7,516,620.41		7,369,587.44		(147,032.97	)		7,369,587.44		5,701,068.93
94983YAQ2		3,327,295.71		-		3,327,295.71		3,281,408.19		(45,887.52	)		3,281,408.19		3,223,221.00
984582AA4		1,864,226.41		-		1,864,226.41		1,842,202.41		(22,024.00	)		1,842,202.41		1,813,356.38
Totals	$	1,095,018,529.18	$	-	$	1,095,018,529.18	$	1,058,132,041.09	$	(36,886,488.09	)	$	1,058,132,041.09	$	841,095,012.78
The following is the impairment listing for loan-backed securities for the three months ended December 31, 2011:
CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
00104BAF7	$	290,000.00	$	-	$	290,000.00	$	200,000.00	$	(90,000.00	)	$	200,000.00	$	197,500.00
004421TD5		1,546,418.44		-		1,546,418.44		1,520,650.48		(25,767.96	)		1,520,650.48		824,835.00
02146QAB9		11,452,492.39		-		11,452,492.39		11,361,248.53		(91,243.86	)		11,361,248.53		7,866,202.16
02378HAD4		367,332.93		-		367,332.93		337,734.53		(29,598.40	)		337,734.53		305,723.66
02660TGN7		7,722,822.75		-		7,722,822.75		7,343,578.95		(379,243.80	)		7,343,578.95		4,589,533.38
02660TGS6		6,197,599.53		-		6,197,599.53		6,181,006.28		(16,593.25	)		6,181,006.28		3,694,958.07
02660THL0		1,402,810.28		-		1,402,810.28		1,375,244.82		(27,565.46	)		1,375,244.82		1,041,592.30
02660TJB0		19,888,768.87		-		19,888,768.87		19,027,573.02		(861,195.85	)		19,027,573.02		11,433,612.97
02660WAC0		14,889,748.57		-		14,889,748.57		14,326,373.17		(563,375.40	)		14,326,373.17		8,420,984.41
02660XAD6		9,909,777.67		-		9,909,777.67		9,620,776.10		(289,001.57	)		9,620,776.10		7,033,543.29
026929AA7		8,314,700.91		-		8,314,700.91		7,761,745.72		(552,955.19	)		7,761,745.72		6,803,501.16
040104RV5		1,815,487.74		-		1,815,487.74		1,779,688.34		(35,799.40	)		1,779,688.34		1,244,624.23
05946XYP2		858,527.17		-		858,527.17		852,946.85		(5,580.32	)		852,946.85		618,596.18
06050HKX5		387,934.12		-		387,934.12		223,453.11		(164,481.01	)		223,453.11		275,883.14
06652DAA7		5,653,509.94		-		5,653,509.94		5,451,349.03		(202,160.91	)		5,451,349.03		3,141,543.41
07384MS60		946,323.45		-		946,323.45		937,885.49		(8,437.96	)		937,885.49		882,516.28
07384MW40		101,794.03		-		101,794.03		98,994.58		(2,799.45	)		98,994.58		86,636.87
07384YCD6		5,109,617.42		-		5,109,617.42		5,052,861.49		(56,755.93	)		5,052,861.49		4,946,782.61
073854AB7		12,157,202.09		-		12,157,202.09		11,643,369.98		(513,832.11	)		11,643,369.98		7,509,572.89
07386HNQ0		1,014,112.70		-		1,014,112.70		953,185.52		(60,927.18	)		953,185.52		986,679.13
07386HSP7		5,163,522.20		-		5,163,522.20		5,151,860.98		(11,661.22	)		5,151,860.98		3,361,256.11
073879Z92		9,127,954.02		-		9,127,954.02		8,245,583.49		(882,370.53	)		8,245,583.49		4,646,352.09
07400XAB4		2,714,019.22		-		2,714,019.22		2,492,413.21		(221,606.01	)		2,492,413.21		1,540,926.62
07401LAA1		11,912,911.04		-		11,912,911.04		11,455,305.29		(457,605.75	)		11,455,305.29		7,629,910.89
07820QAY1		12,032,870.74		-		12,032,870.74		11,585,273.09		(447,597.65	)		11,585,273.09		8,440,267.15
12489WQE7		1,427,514.24		-		1,427,514.24		1,400,940.50		(26,573.74	)		1,400,940.50		1,108,303.40
1248MGAJ3		63,896.96		-		63,896.96		62,339.48		(1,557.48	)		62,339.48		50,948.40
12498NAB9		672,120.26		-		672,120.26		667,192.58		(4,927.68	)		667,192.58		661,207.59
12544EAA5		1,032,794.47		-		1,032,794.47		1,006,182.23		(26,612.24	)		1,006,182.23		1,000,439.95
126670KN7		1,673,592.83		-		1,673,592.83		1,587,143.85		(86,448.98	)		1,587,143.85		928,449.00
126670NX2		629,920.97		-		629,920.97		598,984.29		(30,936.68	)		598,984.29		628,492.32
126670QS0		65,308.35		-		65,308.35		60,154.73		(5,153.62	)		60,154.73		62,264.06
126671UU8		55,243.58		-		55,243.58		53,727.58		(1,516.00	)		53,727.58		42,073.42
12667GCB7		158,888.66		-		158,888.66		154,659.01		(4,229.65	)		154,659.01		110,639.93
12667GME0		14,328,349.06		-		14,328,349.06		14,106,806.02		(221,543.04	)		14,106,806.02		9,039,627.79
12667GR62		5,526,850.88		-		5,526,850.88		5,290,622.87		(236,228.01	)		5,290,622.87		4,417,377.65

FF-115

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
12667GS20	$	10,828,203.97	$	-	$	10,828,203.97	$	10,581,507.54	$	(246,696.43	)	$	10,581,507.54	$	7,003,128.98
12667GWF6		5,961,791.83		-		5,961,791.83		5,584,597.23		(377,194.60	)		5,584,597.23		3,785,872.31
12668ACG8		3,334,988.97		-		3,334,988.97		2,975,767.14		(359,221.83	)		2,975,767.14		2,907,149.77
12668ACY9		710,246.66		-		710,246.66		616,361.95		(93,884.71	)		616,361.95		564,386.87
12668ACZ6		3,158,319.27		-		3,158,319.27		2,995,112.36		(163,206.91	)		2,995,112.36		1,729,278.58
12668AEV3		9,660,488.00		-		9,660,488.00		9,502,105.96		(158,382.04	)		9,502,105.96		6,458,297.48
12668AGW9		215,254.49		-		215,254.49		213,364.89		(1,889.60	)		213,364.89		147,194.78
12668BDC4		4,368,811.57		-		4,368,811.57		4,083,275.98		(285,535.59	)		4,083,275.98		3,194,726.07
12668BE33		12,237,495.62		-		12,237,495.62		12,171,201.11		(66,294.51	)		12,171,201.11		7,829,824.65
126694N46		3,345,585.12		-		3,345,585.12		2,824,649.71		(520,935.41	)		2,824,649.71		3,067,731.20
12669FXR9		410,254.47		-		410,254.47		395,368.17		(14,886.30	)		395,368.17		304,010.18
12669GKH3		10,545,309.79		-		10,545,309.79		10,352,747.02		(192,562.77	)		10,352,747.02		7,248,298.96
12669GRQ6		5,343,000.43		-		5,343,000.43		5,291,293.60		(51,706.83	)		5,291,293.60		4,910,079.83
12669GTV3		282,816.99		-		282,816.99		279,945.17		(2,871.82	)		279,945.17		198,880.70
12669GUR0		2,944,056.20		-		2,944,056.20		2,776,388.76		(167,667.44	)		2,776,388.76		2,000,194.28
152314MJ6		1,010,344.96		-		1,010,344.96		820,580.41		(189,764.55	)		820,580.41		865,075.90
22540VG71		142,416.02		-		142,416.02		142,038.12		(377.90	)		142,038.12		140,900.89
22943HAD8		8,483,907.95		-		8,483,907.95		7,120,743.07		(1,363,164.88	)		7,120,743.07		4,517,820.00
23245QAA7		1,870,383.26		-		1,870,383.26		1,781,925.02		(88,458.24	)		1,781,925.02		1,160,199.25
23321P6A1		7,120,470.73		-		7,120,470.73		7,018,811.72		(101,659.01	)		7,018,811.72		6,982,061.95
23332UAC8		3,904,676.74		-		3,904,676.74		3,622,960.98		(281,715.76	)		3,622,960.98		3,216,228.55
23332UAR5		8,042,640.20		-		8,042,640.20		7,710,516.83		(332,123.37	)		7,710,516.83		5,847,690.31
23332UBG8		5,263,482.84		-		5,263,482.84		5,016,173.22		(247,309.62	)		5,016,173.22		3,794,630.78
23332UBV5		4,758,189.71		-		4,758,189.71		4,723,676.14		(34,513.57	)		4,723,676.14		3,020,467.39
23332UCM4		482,401.73		-		482,401.73		462,753.76		(19,647.97	)		462,753.76		330,858.24
23332UDU5		17,209,535.70		-		17,209,535.70		16,626,954.38		(582,581.32	)		16,626,954.38		10,401,707.71
23332UFV1		1,246,925.88		-		1,246,925.88		1,218,009.68		(28,916.20	)		1,218,009.68		772,827.86
251510EH2		28,096,487.64		-		28,096,487.64		28,045,050.16		(51,437.48	)		28,045,050.16		26,312,412.76
251510FB4		3,889,890.10		-		3,889,890.10		3,879,344.81		(10,545.29	)		3,879,344.81		2,981,443.13
251510NC3		11,998,251.48		-		11,998,251.48		11,939,470.36		(58,781.12	)		11,939,470.36		3,231,821.40
30251YAB4		6,821,818.83		-		6,821,818.83		6,722,410.64		(99,408.19	)		6,722,410.64		5,278,923.41
32051DCJ9		567,873.90		-		567,873.90		564,800.37		(3,073.53	)		564,800.37		539,435.31
32053LAA0		168,781.82		-		168,781.82		162,542.90		(6,238.92	)		162,542.90		164,562.26
32056JAA2		151,729.90		-		151,729.90		145,187.12		(6,542.78	)		145,187.12		138,736.21
32113JAA3		597,171.91		-		597,171.91		577,362.62		(19,809.29	)		577,362.62		367,622.17
36228FC53		830,865.79		-		830,865.79		719,447.10		(111,418.69	)		719,447.10		755,146.70
362341VU0		21,642,269.81		-		21,642,269.81		21,108,962.14		(533,307.67	)		21,108,962.14		21,499,857.50
36242DBJ1		427,777.96		-		427,777.96		425,057.26		(2,720.70	)		425,057.26		422,333.65
36298XAB8		19,002,807.56		-		19,002,807.56		18,625,171.48		(377,636.08	)		18,625,171.48		18,219,555.59
39538RAB5		9,304,989.19		-		9,304,989.19		8,826,072.74		(478,916.45	)		8,826,072.74		5,738,051.45
39538RBB4		10,128,998.42		-		10,128,998.42		9,632,687.46		(496,310.96	)		9,632,687.46		6,646,599.65
39538WFH6		8,549,004.95		-		8,549,004.95		8,162,882.79		(386,122.16	)		8,162,882.79		5,178,967.53
39538WHF8		23,489,894.54		-		23,489,894.54		22,622,853.22		(867,041.32	)		22,622,853.22		13,769,229.29
39539GAA0		3,582,107.30		-		3,582,107.30		3,480,487.25		(101,620.05	)		3,480,487.25		2,374,367.64
41161PFR9		1,033,082.03		-		1,033,082.03		1,029,854.56		(3,227.47	)		1,029,854.56		847,612.03
41161PHC0		6,513,447.11		-		6,513,447.11		6,085,959.30		(427,487.81	)		6,085,959.30		4,647,189.86
41161PHU0		6,179,446.69		-		6,179,446.69		6,085,207.17		(94,239.52	)		6,085,207.17		4,891,633.96
41161PKH5		398,408.65		-		398,408.65		394,205.87		(4,202.78	)		394,205.87		264,797.71
41161PLR2		9,608,493.34		-		9,608,493.34		9,373,928.43		(234,564.91	)		9,373,928.43		7,065,418.61
41161PMG5		11,965,773.37		-		11,965,773.37		11,740,798.18		(224,975.19	)		11,740,798.18		9,134,717.71
41161PQU0		10,639,729.89		-		10,639,729.89		10,361,876.18		(277,853.71	)		10,361,876.18		7,084,717.87
41161PSK0		3,899,690.47		-		3,899,690.47		3,835,365.43		(64,325.04	)		3,835,365.43		2,896,665.46
41161PTN3		1,726,455.40		-		1,726,455.40		1,680,824.19		(45,631.21	)		1,680,824.19		1,162,819.32

FF-116

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
41161PWB5	$	5,433,234.88	$	-	$	5,433,234.88	$	5,264,188.65	$	(169,046.23)	$	5,264,188.65	$	3,417,999.61
41161PXH1		635,491.30		-		635,491.30		616,308.82		(19,182.48)		616,308.82		444,323.95
41164LAB5		10,449,007.70		-		10,449,007.70		10,235,230.71		(213,776.99)		10,235,230.71		6,723,398.30
41164YAB7		9,958,270.74		-		9,958,270.74		9,632,612.85		(325,657.89)		9,632,612.85		6,258,429.56
43739EAP2		16,575,973.30		-		16,575,973.30		16,187,293.48		(388,679.82)		16,187,293.48		10,405,726.23
45071KDD3		1,086,382.12		-		1,086,382.12		1,059,550.60		(26,831.52)		1,059,550.60		745,093.48
45254NHV2		224,089.33		-		224,089.33		209,941.80		(14,147.53)		209,941.80		193,979.45
45254NJV0		867,029.04		-		867,029.04		850,377.46		(16,651.58)		850,377.46		681,335.15
45254NKF3		4,230,253.82		-		4,230,253.82		4,075,133.53		(155,120.29)		4,075,133.53		3,791,309.83
45254NMB0		975,328.92		-		975,328.92		932,473.13		(42,855.79)		932,473.13		793,129.67
45254NML8		1,322,330.29		-		1,322,330.29		1,293,159.75		(29,170.54)		1,293,159.75		925,528.46
45254NNP8		10,735,821.01		-		10,735,821.01		10,652,269.05		(83,551.96)		10,652,269.05		8,014,093.27
45254NPA9		12,692,475.65		-		12,692,475.65		12,385,091.91		(307,383.74)		12,385,091.91		10,418,439.77
45254NPU5		4,430,090.91		-		4,430,090.91		4,293,231.61		(136,859.30)		4,293,231.61		3,402,629.51
45254TRX4		265,240.20		-		265,240.20		258,108.03		(7,132.17)		258,108.03		177,037.44
45660LCN7		4,057,429.37		-		4,057,429.37		3,913,813.54		(143,615.83)		3,913,813.54		3,689,459.26
45660LKW8		21,908,347.51		-		21,908,347.51		21,298,027.60		(610,319.91)		21,298,027.60		13,584,806.77
45660N2J3		2,220,485.94		-		2,220,485.94		2,021,428.12		(199,057.82)		2,021,428.12		1,969,493.75
45660N2Y0		1,017,882.52		-		1,017,882.52		1,001,489.22		(16,393.30)		1,001,489.22		793,003.49
45660N5H4		4,324,034.48		-		4,324,034.48		4,269,797.16		(54,237.32)		4,269,797.16		3,196,502.02
45660NQ24		1,970,446.46		-		1,970,446.46		1,968,799.95		(1,646.51)		1,968,799.95		1,795,440.64
45660NS30		1,157,717.89		-		1,157,717.89		1,150,501.82		(7,216.07)		1,150,501.82		896,223.95
45661EAA2		235,697.52		-		235,697.52		226,316.19		(9,381.33)		226,316.19		214,425.81
466247XE8		5,390,729.34		-		5,390,729.34		5,333,873.02		(56,856.32)		5,333,873.02		3,378,889.69
525221AJ6		2,261,175.96		-		2,261,175.96		2,216,676.56		(44,499.40)		2,216,676.56		1,517,007.01
525221GM3		2,732,081.65		-		2,732,081.65		2,649,357.67		(82,723.98)		2,649,357.67		1,619,667.37
525221HA8		20,207,345.18		-		20,207,345.18		19,668,821.93		(538,523.25)		19,668,821.93		10,939,984.17
52524VAG4		11,062,404.37		-		11,062,404.37		10,838,351.72		(224,052.65)		10,838,351.72		7,050,647.53
52524YAF0		9,665,927.77		-		9,665,927.77		9,379,652.95		(286,274.82)		9,379,652.95		6,147,462.85
55027AAR1		9,295,635.13		-		9,295,635.13		9,213,079.35		(82,555.78)		9,213,079.35		6,032,918.95
55027BAA6		13,108,293.41		-		13,108,293.41		12,665,836.46		(442,456.95)		12,665,836.46		6,968,458.74
55274SAM3		906,915.51		-		906,915.51		880,480.09		(26,435.42)		880,480.09		752,034.62
576433G42		7,024,024.64		-		7,024,024.64		6,885,577.88		(138,446.76)		6,885,577.88		4,314,806.39
576433H33		3,261,825.29		-		3,261,825.29		3,174,754.27		(87,071.02)		3,174,754.27		3,133,978.43
57643LMP8		1,698,761.89		-		1,698,761.89		1,516,916.66		(181,845.23)		1,516,916.66		1,006,686.00
589929N38		618,843.60		-		618,843.60		607,180.29		(11,663.31)		607,180.29		583,261.22
589929X29		3,890,489.13		-		3,890,489.13		3,887,953.67		(2,535.46)		3,887,953.67		3,359,229.48
59020UAA3		154,092.84		-		154,092.84		152,882.12		(1,210.72)		152,882.12		147,716.07
59020UAC9		805,983.42		-		805,983.42		803,847.98		(2,135.44)		803,847.98		729,547.23
59020UNZ4		1,413,542.51		-		1,413,542.51		1,384,820.01		(28,722.50)		1,384,820.01		1,305,590.00
61749LAN1		495,108.38		-		495,108.38		426,403.81		(68,704.57)		426,403.81		483,109.45
617526AE8		298,458.27		-		298,458.27		247,896.75		(50,561.52)		247,896.75		201,593.54
61913PAA0		11,417,672.54		-		11,417,672.54		10,888,133.59		(529,538.95)		10,888,133.59		9,819,940.36
61915RBB1		6,273,000.31		-		6,273,000.31		6,124,189.76		(148,810.55)		6,124,189.76		3,779,577.22
63543XAH2		(79,020.00)		-		(79,020.00)		-		79,020.00		-		100,000.00
638728AC9		2,174,025.70		-		2,174,025.70		2,120,248.36		(53,777.34)		2,120,248.36		1,283,453.97
64352VEG2		53,328.05		-		53,328.05		41,302.27		(12,025.78)		41,302.27		34,820.40
66987XBV6		16,520.30		-		16,520.30		16,470.43		(49.87)		16,470.43		11,703.64
68383NCU5		7,282,554.24		-		7,282,554.24		7,235,682.42		(46,871.82)		7,235,682.42		5,207,209.31
73316PJD3		20,976.16		-		20,976.16		19,251.21		(1,724.95)		19,251.21		20,415.57
74922AAA5		13,117,398.44		-		13,117,398.44		13,117,398.44		-		13,117,398.44		7,547,875.59
75114GAC3		17,258,298.59		-		17,258,298.59		16,957,780.52		(300,518.07)		16,957,780.52		10,592,845.95
75114HAD9		15,985,299.98		-		15,985,299.98		15,385,859.62		(599,440.36)		15,385,859.62		9,711,227.61

FF-117

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
75114HAK3	$	5,111,412.15	$	-	$	5,111,412.15	$	4,881,961.31	$	(229,450.84	)	$	4,881,961.31	$	1,486,628.18
760985U33		509,393.37		-		509,393.37		509,070.17		(323.20	)		509,070.17		401,596.46
76110GE23		5,017,971.92		-		5,017,971.92		4,955,217.15		(62,754.77	)		4,955,217.15		4,576,649.54
76110GG62		5,026,755.12		-		5,026,755.12		4,991,211.22		(35,543.90	)		4,991,211.22		4,874,911.35
76110GV40		2,783,024.62		-		2,783,024.62		2,642,100.56		(140,924.06	)		2,642,100.56		2,621,644.63
76110GZQ7		6,790,133.51		-		6,790,133.51		6,546,910.11		(243,223.40	)		6,546,910.11		5,967,525.57
761118KU1		6,008,078.81		-		6,008,078.81		5,885,056.06		(123,022.75	)		5,885,056.06		3,864,201.42
761118NN4		8,315,435.99		-		8,315,435.99		8,159,140.66		(156,295.33	)		8,159,140.66		5,395,099.87
761118RM2		16,560,034.61		-		16,560,034.61		16,205,072.57		(354,962.04	)		16,205,072.57		10,347,725.81
77277LAF4		40,976,607.92		-		40,976,607.92		39,517,587.12		(1,459,020.80	)		39,517,587.12		25,106,760.00
77277LAH0		2,035,845.16		-		2,035,845.16		1,964,959.14		(70,886.02	)		1,964,959.14		2,426,111.99
77277LAJ6		28,822,879.15		-		28,822,879.15		27,814,860.58		(1,008,018.57	)		27,814,860.58		15,798,887.97
79548KXQ6		1,495,470.74		-		1,495,470.74		1,490,425.94		(5,044.80	)		1,490,425.94		1,318,982.77
805564RM5		3,431,895.26		-		3,431,895.26		2,858,398.98		(573,496.28	)		2,858,398.98		2,577,847.11
85554NAG5		1,149,005.80		-		1,149,005.80		1,074,369.95		(74,635.85	)		1,074,369.95		1,112,280.44
8635722A0		213,401.28		-		213,401.28		183,019.29		(30,381.99	)		183,019.29		184,712.67
863579CB2		4,505,670.30		-		4,505,670.30		4,010,269.07		(495,401.23	)		4,010,269.07		4,491,455.53
86358HHX0		934,544.89		-		934,544.89		881,801.84		(52,743.05	)		881,801.84		766,260.98
86358R3Q8		1,109,716.83		-		1,109,716.83		1,086,821.24		(22,895.59	)		1,086,821.24		1,105,869.67
86358RQ83		140,984.59		-		140,984.59		139,518.81		(1,465.78	)		139,518.81		114,478.24
86359AEH2		22,878.66		-		22,878.66		15,088.67		(7,789.99	)		15,088.67		17,036.99
86359BKB6		901,519.44		-		901,519.44		890,541.79		(10,977.65	)		890,541.79		882,377.13
86359BLB5		1,236,421.78		-		1,236,421.78		1,214,880.93		(21,540.85	)		1,214,880.93		1,047,933.98
86359BPM7		1,697,008.90		-		1,697,008.90		1,677,712.85		(19,296.05	)		1,677,712.85		1,471,420.81
86359DDB0		1,720,052.55		-		1,720,052.55		1,557,773.74		(162,278.81	)		1,557,773.74		1,008,171.00
86359DUL9		182,619.56		-		182,619.56		177,929.38		(4,690.18	)		177,929.38		130,899.00
86359LRW1		19,283,246.92		-		19,283,246.92		18,854,133.13		(429,113.79	)		18,854,133.13		12,078,962.49
86359LSM2		1,229,392.32		-		1,229,392.32		1,221,421.18		(7,971.14	)		1,221,421.18		797,783.92
86360JAA9		10,678,598.80		-		10,678,598.80		10,110,663.03		(567,935.77	)		10,110,663.03		5,665,225.53
86360JAE1		8,083,947.71		-		8,083,947.71		7,968,904.60		(115,043.11	)		7,968,904.60		5,199,107.01
86360UAF3		3,679,934.99		-		3,679,934.99		3,657,014.40		(22,920.59	)		3,657,014.40		2,342,230.10
86361HAA2		11,498,036.76		-		11,498,036.76		11,228,014.28		(270,022.48	)		11,228,014.28		7,105,230.74
86361HAB0		7,245,471.81		-		7,245,471.81		6,677,265.79		(568,206.02	)		6,677,265.79		6,376,092.75
86363DAA9		8,341,915.82		-		8,341,915.82		7,940,221.38		(401,694.44	)		7,940,221.38		5,860,750.26
885220FS7		6,795,813.69		-		6,795,813.69		6,700,333.14		(95,480.55	)		6,700,333.14		5,924,957.27
929227QB5		216,049.73		-		216,049.73		197,161.22		(18,888.51	)		197,161.22		205,696.07
92922F4M7		4,304,379.27		-		4,304,379.27		4,200,000.14		(104,379.13	)		4,200,000.14		3,057,226.29
92922F5T1		7,185,795.39		-		7,185,795.39		7,025,768.14		(160,027.25	)		7,025,768.14		5,003,926.25
92922F7Q5		8,971,978.46		-		8,971,978.46		8,646,636.70		(325,341.76	)		8,646,636.70		6,268,400.14
92922FB72		1,174,068.37		-		1,174,068.37		1,155,765.56		(18,302.81	)		1,155,765.56		850,774.90
92922FJ25		6,121,694.09		-		6,121,694.09		6,046,585.33		(75,108.76	)		6,046,585.33		4,353,868.94
92922FNW4		1,192,216.02		-		1,192,216.02		1,176,012.07		(16,203.95	)		1,176,012.07		1,321,844.90
92922FTJ7		1,233,564.94		-		1,233,564.94		1,210,352.93		(23,212.01	)		1,210,352.93		974,061.94
92922FWU8		3,540,323.48		-		3,540,323.48		3,390,238.86		(150,084.62	)		3,390,238.86		2,849,678.72
92922FZF8		8,125,751.26		-		8,125,751.26		7,801,971.37		(323,779.89	)		7,801,971.37		6,075,249.66
92925CBB7		4,188,635.02		-		4,188,635.02		4,096,642.85		(91,992.17	)		4,096,642.85		3,033,957.41
92925VAM2		616,737.54		-		616,737.54		597,598.02		(19,139.52	)		597,598.02		548,628.09
92926SAE6		725,416.21		-		725,416.21		680,038.47		(45,377.74	)		680,038.47		615,701.52
92979DAA3		537,331.46		-		537,331.46		523,333.07		(13,998.39	)		523,333.07		437,747.24
9393365V1		1,560,697.73		-		1,560,697.73		1,549,341.13		(11,356.60	)		1,549,341.13		1,431,792.71
939336KZ5		2,341,996.35		-		2,341,996.35		2,334,363.48		(7,632.87	)		2,334,363.48		2,055,619.32
939336X65		11,157,951.25		-		11,157,951.25		10,874,647.01		(283,304.24	)		10,874,647.01		8,432,485.02
93934FHC9		7,712,919.25		-		7,712,919.25		7,699,609.07		(13,310.18	)		7,699,609.07		5,318,460.28

FF-118

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
949810AA3	$	566,424.05	$	-	$	566,424.05	$	546,485.91	$	(19,938.14	)	$	546,485.91	$	552,653.69
94981UAF6		131,272.34		-		131,272.34		120,555.74		(10,716.60	)		120,555.74		126,792.75
984582AA4		469,929.99		-		469,929.99		457,191.65		(12,738.34	)		457,191.65		447,475.99
Totals	$	1,090,904,993.06	$	-	$	1,090,904,993.06	$	1,056,761,288.41	$	(34,143,704.65	)	$	1,056,761,288.41	$	754,310,837.90
The following is the impairment listing for loan-backed securities for the three months ended September 30, 2011:
CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
00104BAF7	$	355,000.00	$	-	$	355,000.00	$	290,000.00	$	(65,000.00	)	$	290,000.00	$	285,000.00
02146QAB9		12,032,384.34		-		12,032,384.34		11,850,302.56		(182,081.78	)		11,850,302.56		8,273,272.97
02146TAQ0		17,912,916.56		-		17,912,916.56		16,693,633.85		(1,219,282.71	)		16,693,633.85		15,861,675.53
02147CAA1		8,190,222.89		-		8,190,222.89		7,939,110.94		(251,111.95	)		7,939,110.94		6,096,652.75
02147DAB7		10,161,163.88		-		10,161,163.88		10,078,483.46		(82,680.42	)		10,078,483.46		6,914,174.96
02660TJB0		20,555,478.37		-		20,555,478.37		20,347,778.08		(207,700.29	)		20,347,778.08		12,585,211.89
026929AD1		8,030,886.70		-		8,030,886.70		7,394,102.16		(636,784.54	)		7,394,102.16		5,256,697.03
040104QN4		3,081,243.14		-		3,081,243.14		2,932,821.41		(148,421.73	)		2,932,821.41		2,211,252.01
040104RV5		2,149,830.76		-		2,149,830.76		1,896,624.45		(253,206.31	)		1,896,624.45		1,179,460.79
055294AA0		2,742,261.38		-		2,742,261.38		2,733,334.33		(8,927.05	)		2,733,334.33		2,124,984.49
05946XYP2		911,601.67		-		911,601.67		887,990.95		(23,610.72	)		887,990.95		634,778.52
05949ALH1		2,151,644.79		-		2,151,644.79		2,136,047.25		(15,597.54	)		2,136,047.25		2,013,913.79
06050HKX5		555,677.56		-		555,677.56		391,850.36		(163,827.20	)		391,850.36		275,336.82
06652DAA7		6,077,835.07		-		6,077,835.07		5,757,188.52		(320,646.55	)		5,757,188.52		3,826,160.28
07325VAG9		2,046,242.08		-		2,046,242.08		1,991,505.51		(54,736.57	)		1,991,505.51		1,745,162.36
07384M2X9		1,361,810.63		-		1,361,810.63		1,352,743.46		(9,067.17	)		1,352,743.46		1,248,649.19
07384MS60		1,104,612.98		-		1,104,612.98		1,101,308.59		(3,304.39	)		1,101,308.59		1,059,508.44
073854AB7		12,695,390.34		-		12,695,390.34		11,906,518.33		(788,872.01	)		11,906,518.33		8,147,292.87
073879PA0		1,573,350.01		-		1,573,350.01		1,479,316.14		(94,033.87	)		1,479,316.14		938,382.90
073879Z92		9,514,139.04		-		9,514,139.04		8,989,749.85		(524,389.19	)		8,989,749.85		4,663,130.93
07387AFX8		457,361.06		-		457,361.06		433,935.98		(23,425.08	)		433,935.98		441,839.32
07401LAA1		12,276,860.81		-		12,276,860.81		12,136,177.26		(140,683.55	)		12,136,177.26		8,418,287.41
07401LAQ6		2,821,485.52		-		2,821,485.52		2,760,350.78		(61,134.74	)		2,760,350.78		2,161,391.82
078446AB7		106,000.00		-		106,000.00		90,796.00		(15,204.00	)		90,796.00		96,000.00
1248MGAJ3		70,790.89		-		70,790.89		66,267.71		(4,523.18	)		66,267.71		49,228.91
12498NAB9		728,683.92		-		728,683.92		710,315.56		(18,368.36	)		710,315.56		679,973.64
126670KN7		1,732,271.79		-		1,732,271.79		1,660,075.67		(72,196.12	)		1,660,075.67		914,733.00
126673WB4		492,654.93		-		492,654.93		476,894.95		(15,759.98	)		476,894.95		470,107.79
12667GCB7		169,287.19		-		169,287.19		164,795.22		(4,491.97	)		164,795.22		122,499.65
12667GS20		11,646,736.57		-		11,646,736.57		11,089,514.67		(557,221.90	)		11,089,514.67		7,317,781.72
12667GWF6		6,438,343.28		-		6,438,343.28		6,207,410.09		(230,933.19	)		6,207,410.09		4,282,323.80
12667GYX5		1,032,401.67		-		1,032,401.67		798,077.21		(234,324.46	)		798,077.21		961,743.25
12668BE33		12,873,661.44		-		12,873,661.44		12,655,782.02		(217,879.42	)		12,655,782.02		9,029,638.43
12668BEH2		801,730.55		-		801,730.55		753,680.93		(48,049.62	)		753,680.93		760,403.72
12669FW82		963,882.87		-		963,882.87		956,051.21		(7,831.66	)		956,051.21		763,113.56
12669GKH3		11,070,655.27		-		11,070,655.27		10,821,345.82		(249,309.45	)		10,821,345.82		8,435,950.92
12669GMS7		187,439.13		-		187,439.13		186,583.68		(855.45	)		186,583.68		167,407.46
12669GRM5		2,381,686.60		-		2,381,686.60		2,337,315.68		(44,370.92	)		2,337,315.68		1,664,932.90
12669GRQ6		5,867,340.96		-		5,867,340.96		5,720,021.02		(147,319.94	)		5,720,021.02		5,269,585.71
12669GTV3		302,649.28		-		302,649.28		289,237.92		(13,411.36	)		289,237.92		221,846.36
12669GUR0		3,154,848.17		-		3,154,848.17		3,013,751.26		(141,096.91	)		3,013,751.26		2,110,912.61

FF-119

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
14453MAB0	$	8,366,400.29	$	-	$	8,366,400.29	$	8,143,712.87	$	(222,687.42)	$	8,143,712.87	$	6,076,084.91
17311YAC7		2,389,577.54		-		2,389,577.54		2,365,142.09		(24,435.45)		2,365,142.09		2,003,923.25
22540VG71		144,135.24		-		144,135.24		144,006.39		(128.85)		144,006.39		142,405.44
22540VY55		154,848.81		-		154,848.81		153,043.38		(1,805.43)		153,043.38		125,379.04
22943HAD8		8,930,536.31		-		8,930,536.31		8,559,212.93		(371,323.38)		8,559,212.93		4,859,925.00
23243AAD8		910,919.35		-		910,919.35		900,594.54		(10,324.81)		900,594.54		667,968.15
23321P6A1		3,904,177.62		-		3,904,177.62		3,903,386.18		(791.44)		3,903,386.18		3,814,846.35
23332UBV5		5,006,024.34		-		5,006,024.34		4,845,487.38		(160,536.96)		4,845,487.38		3,320,926.51
23332UCM4		489,157.25		-		489,157.25		484,521.05		(4,636.20)		484,521.05		336,415.99
251508AB3		6,716,113.69		-		6,716,113.69		5,838,739.88		(877,373.81)		5,838,739.88		4,164,503.30
251510FB4		5,175,183.65		-		5,175,183.65		5,052,929.38		(122,254.27)		5,052,929.38		4,369,316.65
32113JAA3		622,764.25		-		622,764.25		606,682.49		(16,081.76)		606,682.49		386,977.37
32113JBV6		252,753.95		-		252,753.95		228,621.65		(24,132.30)		228,621.65		198,878.00
36228FC53		927,018.69		-		927,018.69		876,662.22		(50,356.47)		876,662.22		795,524.33
362290AC2		1,315,082.42		-		1,315,082.42		970,668.69		(344,413.73)		970,668.69		1,249,565.64
362480AD7		10,920,725.53		-		10,920,725.53		10,190,750.28		(729,975.25)		10,190,750.28		6,771,946.36
36298XAB8		19,540,101.49		-		19,540,101.49		19,356,084.89		(184,016.60)		19,356,084.89		18,688,392.80
39538RBB4		10,621,455.73		-		10,621,455.73		10,357,148.10		(264,307.63)		10,357,148.10		6,833,433.32
39539GAA0		3,745,859.77		-		3,745,859.77		3,693,394.38		(52,465.39)		3,693,394.38		2,762,708.79
41161PFR9		1,057,421.82		-		1,057,421.82		1,049,222.96		(8,198.86)		1,049,222.96		880,583.81
41161PHU0		6,434,985.19		-		6,434,985.19		6,321,068.34		(113,916.85)		6,321,068.34		5,082,846.18
41161PKH5		428,607.22		-		428,607.22		417,973.63		(10,633.59)		417,973.63		298,610.43
41161PLR2		10,208,554.57		-		10,208,554.57		9,931,349.39		(277,205.18)		9,931,349.39		7,369,950.14
41161PMG5		12,686,469.66		-		12,686,469.66		12,253,773.73		(432,695.93)		12,253,773.73		9,207,070.40
41161PSK0		4,072,927.86		-		4,072,927.86		4,054,365.85		(18,562.01)		4,054,365.85		3,112,909.78
41164YAB7		10,228,700.53		-		10,228,700.53		10,108,870.61		(119,829.92)		10,108,870.61		6,763,548.54
43739EAP2		16,762,173.85		-		16,762,173.85		16,754,383.79		(7,790.06)		16,754,383.79		11,547,347.43
43739EBJ5		7,818,708.26		-		7,818,708.26		7,708,379.95		(110,328.31)		7,708,379.95		5,582,406.29
43739EBS5		7,495,471.91		-		7,495,471.91		7,360,184.77		(135,287.14)		7,360,184.77		5,928,566.53
45071KDD3		1,228,116.77		-		1,228,116.77		1,170,289.65		(57,827.12)		1,170,289.65		747,163.15
45254NJV0		898,086.12		-		898,086.12		888,802.85		(9,283.27)		888,802.85		686,735.70
45254NMB0		1,011,350.40		-		1,011,350.40		990,574.51		(20,775.89)		990,574.51		819,498.77
45254NML8		1,361,465.84		-		1,361,465.84		1,349,261.53		(12,204.31)		1,349,261.53		949,172.61
45254NPA9		13,078,947.98		-		13,078,947.98		12,864,037.94		(214,910.04)		12,864,037.94		11,036,655.21
45254NPU5		4,557,944.28		-		4,557,944.28		4,491,215.04		(66,729.24)		4,491,215.04		3,435,163.55
45254TRX4		289,648.82		-		289,648.82		268,982.89		(20,665.93)		268,982.89		184,567.75
45254TSM7		3,185,175.16		-		3,185,175.16		3,178,237.32		(6,937.84)		3,178,237.32		1,802,649.77
45660LKW8		22,789,501.37		-		22,789,501.37		22,157,937.38		(631,563.99)		22,157,937.38		14,182,598.88
45660LW96		2,821,627.31		-		2,821,627.31		2,302,696.11		(518,931.20)		2,302,696.11		1,645,942.74
45660LYW3		2,839,935.89		-		2,839,935.89		2,675,191.85		(164,744.04)		2,675,191.85		1,808,335.06
45660N5H4		2,548,236.34		-		2,548,236.34		2,494,498.56		(53,737.78)		2,494,498.56		2,192,321.21
45660NQ24		2,006,313.51		-		2,006,313.51		1,977,589.40		(28,724.11)		1,977,589.40		1,854,995.67
466247XE8		5,663,043.17		-		5,663,043.17		5,468,140.48		(194,902.69)		5,468,140.48		3,478,749.59
46627MBQ9		10,520,931.04		-		10,520,931.04		10,382,860.24		(138,070.80)		10,382,860.24		7,343,157.84
525221AJ6		2,364,660.32		-		2,364,660.32		2,303,545.55		(61,114.77)		2,303,545.55		1,462,798.21
525221CD7		199,143.11		-		199,143.11		140,273.81		(58,869.30)		140,273.81		73,244.54
525221EN3		7,615,159.04		-		7,615,159.04		6,810,706.64		(804,452.40)		6,810,706.64		5,780,485.70
525221GB7		21,306.89		-		21,306.89		19,942.84		(1,364.05)		19,942.84		17,621.17
525221GM3		2,893,816.76		-		2,893,816.76		2,770,940.92		(122,875.84)		2,770,940.92		1,745,499.88
525221HA8		20,311,816.98		-		20,311,816.98		20,218,739.56		(93,077.42)		20,218,739.56		12,212,406.28
52524YAF0		10,165,923.50		-		10,165,923.50		9,936,997.51		(228,925.99)		9,936,997.51		6,413,146.30
55027AAR1		9,939,205.47		-		9,939,205.47		9,460,015.29		(479,190.18)		9,460,015.29		6,284,640.75
55027AAU4		5,014,593.61		-		5,014,593.61		4,727,808.64		(286,784.97)		4,727,808.64		3,669,394.89

FF-120

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
55027BAA6	$	13,695,897.92	$	-	$	13,695,897.92	$	13,402,622.86	$	(293,275.06	)	$	13,402,622.86	$	7,785,098.29
55274SAM3		958,260.89		-		958,260.89		936,771.00		(21,489.89	)		936,771.00		800,319.19
576433WZ5		2,173,624.29		-		2,173,624.29		1,797,224.58		(376,399.71	)		1,797,224.58		2,111,096.68
576438AA3		2,986,331.41		-		2,986,331.41		2,904,333.95		(81,997.46	)		2,904,333.95		2,292,462.90
57643LMP8		1,768,401.20		-		1,768,401.20		1,665,768.72		(102,632.48	)		1,665,768.72		1,020,858.00
59020UAC9		831,369.52		-		831,369.52		829,854.74		(1,514.78	)		829,854.74		760,663.54
59020UNZ4		1,477,073.86		-		1,477,073.86		1,413,229.74		(63,844.12	)		1,413,229.74		1,335,154.95
59020UUJ2		3,525,203.43		-		3,525,203.43		3,498,541.17		(26,662.26	)		3,498,541.17		3,179,606.06
59020UW43		1,146,354.75		-		1,146,354.75		940,451.86		(205,902.89	)		940,451.86		1,063,971.44
59024WAB3		1,377,874.01		-		1,377,874.01		1,249,457.53		(128,416.48	)		1,249,457.53		1,355,587.88
617526AE8		308,320.76		-		308,320.76		290,839.48		(17,481.28	)		290,839.48		210,114.91
61915RBB1		6,505,525.22		-		6,505,525.22		6,368,210.54		(137,314.68	)		6,368,210.54		4,034,515.97
63543XAH2		79,020.00		-		79,020.00		-		(79,020.00	)		-		100,000.00
65106FAG7		222,807.35		-		222,807.35		173,737.96		(49,069.39	)		173,737.96		644,988.50
65535VRK6		1,595,098.54		-		1,595,098.54		1,461,692.09		(133,406.45	)		1,461,692.09		1,128,243.27
65535VUS5		1,967,066.10		-		1,967,066.10		1,625,756.58		(341,309.52	)		1,625,756.58		1,842,954.87
68383NCU5		7,569,311.48		-		7,569,311.48		7,458,109.86		(111,201.62	)		7,458,109.86		5,530,688.63
68383NDT7		7,580,254.71		-		7,580,254.71		7,537,982.61		(42,272.10	)		7,537,982.61		5,517,435.79
69121PDX8		733,994.81		-		733,994.81		714,780.11		(19,214.70	)		714,780.11		649,477.08
73316PJD3		24,652.84		-		24,652.84		21,588.24		(3,064.60	)		21,588.24		20,920.18
75114HAK3		5,468,316.97		-		5,468,316.97		4,947,087.27		(521,229.70	)		4,947,087.27		1,860,199.38
76110GV40		2,855,552.11		-		2,855,552.11		2,848,957.13		(6,594.98	)		2,848,957.13		2,680,673.09
76110GZQ7		6,924,079.62		-		6,924,079.62		6,913,692.91		(10,386.71	)		6,913,692.91		6,022,270.89
761118KU1		6,185,182.79		-		6,185,182.79		6,149,135.41		(36,047.38	)		6,149,135.41		4,149,854.65
79548KXQ6		1,530,147.05		-		1,530,147.05		1,509,276.36		(20,870.69	)		1,509,276.36		1,330,711.68
805564RM5		3,783,853.77		-		3,783,853.77		3,390,656.22		(393,197.55	)		3,390,656.22		2,589,301.99
81744FDK0		2,178,301.21		-		2,178,301.21		2,151,684.02		(26,617.19	)		2,151,684.02		1,761,382.63
8635722A0		233,595.24		-		233,595.24		215,504.87		(18,090.37	)		215,504.87		186,216.34
863579DV7		416,883.90		-		416,883.90		285,759.07		(131,124.83	)		285,759.07		308,009.45
863579KG2		2,973,646.71		-		2,973,646.71		2,942,098.75		(31,547.96	)		2,942,098.75		2,664,997.41
86358RP68		437,220.89		-		437,220.89		422,474.79		(14,746.10	)		422,474.79		398,856.58
86359ACC5		531,978.21		-		531,978.21		353,127.15		(178,851.06	)		353,127.15		488,282.15
86359ADN0		741,134.04		-		741,134.04		326,463.46		(414,670.58	)		326,463.46		682,038.16
86359B7K1		138,037.60		-		138,037.60		126,862.75		(11,174.85	)		126,862.75		137,039.83
86359BKB6		916,470.25		-		916,470.25		904,786.02		(11,684.23	)		904,786.02		907,098.07
86359DUL9		194,987.88		-		194,987.88		188,934.70		(6,053.18	)		188,934.70		143,104.84
86359DUR6		17,332,821.60		-		17,332,821.60		17,133,310.77		(199,510.83	)		17,133,310.77		13,000,522.13
86359LRW1		20,040,509.75		-		20,040,509.75		19,854,529.41		(185,980.34	)		19,854,529.41		12,605,141.57
86360JAE1		8,289,646.58		-		8,289,646.58		8,220,957.52		(68,689.06	)		8,220,957.52		5,360,309.37
86360JAN1		3,353,911.80		-		3,353,911.80		2,834,798.76		(519,113.04	)		2,834,798.76		1,837,894.65
86360KAF5		32,116,770.69		-		32,116,770.69		31,735,747.36		(381,023.33	)		31,735,747.36		20,359,228.06
86361HAA2		12,017,398.43		-		12,017,398.43		11,901,691.77		(115,706.66	)		11,901,691.77		7,914,933.46
86361HAB0		7,654,446.10		-		7,654,446.10		7,553,360.48		(101,085.62	)		7,553,360.48		7,548,110.13
86363DAA9		8,704,237.99		-		8,704,237.99		8,584,990.62		(119,247.37	)		8,584,990.62		6,725,522.53
88157QAL2		937,251.38		-		937,251.38		703,789.33		(233,462.05	)		703,789.33		1,223,464.27
885220FS7		7,123,770.34		-		7,123,770.34		7,030,548.39		(93,221.95	)		7,030,548.39		6,510,377.19
92922F5T1		7,370,799.85		-		7,370,799.85		7,282,989.99		(87,809.86	)		7,282,989.99		5,963,213.98
92922FB72		1,210,035.69		-		1,210,035.69		1,197,200.58		(12,835.11	)		1,197,200.58		882,889.24
92922FJ25		6,254,294.53		-		6,254,294.53		6,189,443.91		(64,850.62	)		6,189,443.91		4,867,792.79
92922FZD3		13,171,136.59		-		13,171,136.59		12,466,741.22		(704,395.37	)		12,466,741.22		13,117,969.62
92922FZF8		8,267,915.38		-		8,267,915.38		8,244,339.94		(23,575.44	)		8,244,339.94		6,853,052.73
92925CBB7		4,280,518.12		-		4,280,518.12		4,227,773.72		(52,744.40	)		4,227,773.72		3,348,795.48
92977YAY7		2,465,934.87		-		2,465,934.87		2,167,246.19		(298,688.68	)		2,167,246.19		467,915.97

FF-121

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
92979DAA3	$	592,212.28	$	-	$	592,212.28	$	531,258.61	$	(60,953.67)	$	531,258.61	$	449,461.21
9393365V1		1,661,860.00		-		1,661,860.00		1,609,085.32		(52,774.68)		1,609,085.32		1,403,053.51
93934FHC9		8,006,057.92		-		8,006,057.92		7,914,350.10		(91,707.82)		7,914,350.10		5,510,082.35
Totals	$	762,320,631.78	$	-	$	762,320,631.78	$	738,510,047.63	$	(23,810,584.15)	$	738,510,047.63	$	546,494,231.96
The following is the impairment listing for loan-backed securities for the three months ended June 30, 2011:
CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
00104BAF7	$	370,000.00	$	-	$	370,000.00	$	355,000.00	$	(15,000.00)	$	355,000.00	$	355,000.00
004375CT6		7,403,325.91		-		7,403,325.91		7,147,252.56		(256,073.35)		7,147,252.56		5,694,371.62
00442GAD2		159,625.51		-		159,625.51		154,480.10		(5,145.41)		154,480.10		160,913.36
00442JAE4		5,413,645.90		-		5,413,645.90		4,927,546.20		(486,099.70)		4,927,546.20		3,887,634.80
007034AQ4		5,320,602.41		-		5,320,602.41		5,232,343.88		(88,258.53)		5,232,343.88		4,278,416.99
007037BK9		238,074.57		-		238,074.57		232,349.28		(5,725.29)		232,349.28		156,567.31
02146QAB9		13,263,679.03		-		13,263,679.03		12,405,812.00		(857,867.03)		12,405,812.00		9,354,207.06
02146YAD8		17,604,278.99		-		17,604,278.99		16,869,197.39		(735,081.60)		16,869,197.39		12,873,145.97
02147CAA1		8,897,979.14		-		8,897,979.14		8,460,893.11		(437,086.03)		8,460,893.11		6,712,922.27
02147DAB7		11,004,615.15		-		11,004,615.15		10,535,593.48		(469,021.67)		10,535,593.48		7,666,098.70
02660TGN7		8,220,080.69		-		8,220,080.69		8,000,792.06		(219,288.63)		8,000,792.06		5,341,882.20
02660TGS6		7,553,437.85		-		7,553,437.85		6,528,085.41		(1,025,352.44)		6,528,085.41		4,919,615.29
02660TJB0		21,940,746.02		-		21,940,746.02		20,981,937.25		(958,808.77)		20,981,937.25		14,187,594.02
02660WAC0		16,364,974.60		-		16,364,974.60		16,003,512.77		(361,461.83)		16,003,512.77		11,231,013.93
02660XAD6		10,753,042.52		-		10,753,042.52		10,499,231.10		(253,811.42)		10,499,231.10		8,340,004.28
026929AA7		8,990,381.35		-		8,990,381.35		8,654,511.98		(335,869.37)		8,654,511.98		8,883,436.91
026929AD1		8,710,369.61		-		8,710,369.61		8,406,222.21		(304,147.40)		8,406,222.21		5,877,597.71
040104QN4		3,493,460.23		-		3,493,460.23		3,266,039.39		(227,420.84)		3,266,039.39		2,749,129.20
040104TF8		88,076.11		-		88,076.11		85,556.47		(2,519.64)		85,556.47		62,760.85
040104TG6		977,591.28		-		977,591.28		950,814.78		(26,776.50)		950,814.78		820,433.37
04012XAC9		253,511.81		-		253,511.81		238,019.03		(15,492.78)		238,019.03		175,845.08
055294AA0		2,975,082.10		-		2,975,082.10		2,897,726.71		(77,355.39)		2,897,726.71		2,397,151.63
05535DAN4		4,426,081.37		-		4,426,081.37		2,957,964.95		(1,468,116.42)		2,957,964.95		2,707,952.24
05535DCF9		8,177,898.68		-		8,177,898.68		7,887,868.43		(290,030.25)		7,887,868.43		4,796,232.12
05946XYP2		965,465.31		-		965,465.31		954,163.65		(11,301.66)		954,163.65		713,045.13
05949ALH1		1,959,762.10		-		1,959,762.10		1,945,434.78		(14,327.32)		1,945,434.78		1,914,105.59
05950DAA8		10,315,389.14		-		10,315,389.14		10,136,225.11		(179,164.03)		10,136,225.11		8,457,262.89
06050HKX5		591,031.77		-		591,031.77		562,401.51		(28,630.26)		562,401.51		291,127.17
073879Z92		9,741,810.63		-		9,741,810.63		9,295,040.70		(446,769.93)		9,295,040.70		4,612,197.71
07389VAA5		1,671,470.58		-		1,671,470.58		1,561,202.75		(110,267.83)		1,561,202.75		1,504,771.87
07400XAB4		2,780,642.45		-		2,780,642.45		2,666,904.78		(113,737.67)		2,666,904.78		1,842,237.26
07401LAA1		13,341,277.48		-		13,341,277.48		12,685,561.38		(655,716.10)		12,685,561.38		9,725,389.47
07401LAQ6		3,052,505.86		-		3,052,505.86		2,941,553.78		(110,952.08)		2,941,553.78		2,412,194.27
07820QAY1		13,083,773.80		-		13,083,773.80		12,632,872.48		(450,901.32)		12,632,872.48		9,775,561.89
07820QBL8		2,720,336.17		-		2,720,336.17		2,618,897.35		(101,438.82)		2,618,897.35		2,018,590.75
1248M3AB9		4,951,130.55		-		4,951,130.55		4,861,326.62		(89,803.93)		4,861,326.62		4,664,240.59
1248MGAJ3		78,372.25		-		78,372.25		72,737.09		(5,635.16)		72,737.09		48,377.62
1248RHAD9		4,780,920.84		-		4,780,920.84		4,175,285.93		(605,634.91)		4,175,285.93		2,877,308.61
12498NAB9		789,064.07		-		789,064.07		766,456.38		(22,607.69)		766,456.38		740,423.81
126670KN7		1,831,846.50		-		1,831,846.50		1,717,010.16		(114,836.34)		1,717,010.16		1,037,118.00
126673WB4		560,083.26		-		560,083.26		544,691.82		(15,391.44)		544,691.82		519,479.47

FF-122

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
12667FUL7	$	189,967.87	$	-	$	189,967.87	$	141,385.58	$	(48,582.29	)	$	141,385.58	$	785,597.22
12667GCB7		181,815.58		-		181,815.58		170,887.82		(10,927.76	)		170,887.82		135,927.44
12667GR62		8,415,537.52		-		8,415,537.52		8,355,026.41		(60,511.11	)		8,355,026.41		7,028,670.89
12667GS20		12,283,980.56		-		12,283,980.56		11,937,876.96		(346,103.60	)		11,937,876.96		8,059,668.23
12667GWF6		7,061,095.55		-		7,061,095.55		6,602,223.90		(458,871.65	)		6,602,223.90		5,007,656.34
12668A4B8		12,941,158.94		-		12,941,158.94		12,119,014.73		(822,144.21	)		12,119,014.73		8,944,515.20
12668ACZ6		3,423,890.67		-		3,423,890.67		3,297,199.39		(126,691.28	)		3,297,199.39		2,465,241.99
12668AEV3		10,542,275.05		-		10,542,275.05		10,247,548.39		(294,726.66	)		10,247,548.39		8,344,374.16
12668AGW9		2,432,368.04		-		2,432,368.04		2,035,172.05		(397,195.99	)		2,035,172.05		2,335,532.17
12668BDC4		4,752,590.84		-		4,752,590.84		4,513,145.41		(239,445.43	)		4,513,145.41		3,802,036.56
12668BE33		13,928,835.54		-		13,928,835.54		13,081,072.18		(847,763.36	)		13,081,072.18		9,546,383.41
12669B3B6		65,409.70		-		65,409.70		35,269.47		(30,140.23	)		35,269.47		48,988.83
12669FVD2		858,107.46		-		858,107.46		804,119.58		(53,987.88	)		804,119.58		854,710.58
12669FW82		1,015,805.12		-		1,015,805.12		975,988.96		(39,816.16	)		975,988.96		770,763.52
12669GKH3		11,817,843.84		-		11,817,843.84		11,343,160.99		(474,682.85	)		11,343,160.99		9,250,248.44
12669GMS7		205,855.54		-		205,855.54		193,668.85		(12,186.69	)		193,668.85		175,858.37
12669GRM5		2,635,349.19		-		2,635,349.19		2,451,227.00		(184,122.19	)		2,451,227.00		2,127,705.34
12669GRQ6		6,472,125.17		-		6,472,125.17		6,054,262.33		(417,862.84	)		6,054,262.33		5,782,563.12
12669GTV3		339,622.83		-		339,622.83		311,854.40		(27,768.43	)		311,854.40		242,733.97
12669GUR0		3,316,493.22		-		3,316,493.22		3,189,613.15		(126,880.07	)		3,189,613.15		2,328,534.88
14983CAA3		1,274,147.66		-		1,274,147.66		1,196,953.48		(77,194.18	)		1,196,953.48		837,139.86
17311YAC7		2,898,818.47		-		2,898,818.47		2,491,417.26		(407,401.21	)		2,491,417.26		2,326,545.71
22540VG71		122,879.34		-		122,879.34		122,460.00		(419.34	)		122,460.00		121,864.87
225470B93		4,582,217.54		-		4,582,217.54		4,509,934.32		(72,283.22	)		4,509,934.32		3,845,680.35
22943HAD8		10,470,446.75		-		10,470,446.75		8,957,363.82		(1,513,082.93	)		8,957,363.82		7,387,020.00
23243AAD8		989,370.51		-		989,370.51		955,614.98		(33,755.53	)		955,614.98		717,483.87
23245QAA7		2,071,789.83		-		2,071,789.83		1,955,492.72		(116,297.11	)		1,955,492.72		1,565,153.34
23321P6A1		2,863,387.53		-		2,863,387.53		2,856,459.02		(6,928.51	)		2,856,459.02		2,786,385.86
23332UFV1		1,289,366.54		-		1,289,366.54		1,282,023.04		(7,343.50	)		1,282,023.04		911,008.17
251508AB3		7,534,519.27		-		7,534,519.27		6,934,953.06		(599,566.21	)		6,934,953.06		4,710,530.76
30251YAB4		7,206,825.42		-		7,206,825.42		7,150,532.74		(56,292.68	)		7,150,532.74		5,424,394.15
32056CAH2		15,970,892.52		-		15,970,892.52		15,625,008.42		(345,884.10	)		15,625,008.42		14,097,475.09
36185NXT2		480,300.23		-		480,300.23		342,093.29		(138,206.94	)		342,093.29		360,669.96
36228FC53		1,037,017.12		-		1,037,017.12		982,991.94		(54,025.18	)		982,991.94		842,138.90
362341L49		5,106,623.24		-		5,106,623.24		5,021,034.34		(85,588.90	)		5,021,034.34		4,412,830.84
362341TM1		2,443,201.11		-		2,443,201.11		2,374,066.43		(69,134.68	)		2,374,066.43		2,292,997.45
362480AD7		11,678,000.76		-		11,678,000.76		11,207,319.96		(470,680.80	)		11,207,319.96		7,858,713.01
39538RAB5		9,839,578.13		-		9,839,578.13		9,740,017.04		(99,561.09	)		9,740,017.04		6,825,326.72
39538RBB4		11,118,644.03		-		11,118,644.03		10,867,077.20		(251,566.83	)		10,867,077.20		8,084,521.46
39538WFH6		9,253,858.85		-		9,253,858.85		9,008,051.77		(245,807.08	)		9,008,051.77		6,507,935.92
39538WHF8		25,147,502.44		-		25,147,502.44		24,863,316.46		(284,185.98	)		24,863,316.46		18,158,716.82
39539GAA0		4,142,380.99		-		4,142,380.99		3,858,924.02		(283,456.97	)		3,858,924.02		3,093,463.70
41161PFR9		1,089,162.17		-		1,089,162.17		1,062,736.29		(26,425.88	)		1,062,736.29		964,707.20
41161PHU0		6,805,621.64		-		6,805,621.64		6,566,125.81		(239,495.83	)		6,566,125.81		5,535,257.34
41161PKH5		465,705.71		-		465,705.71		447,126.11		(18,579.60	)		447,126.11		331,165.28
41161PL43		15,904,690.31		-		15,904,690.31		15,427,639.04		(477,051.27	)		15,427,639.04		12,519,861.74
41161PLR2		11,217,125.58		-		11,217,125.58		10,366,730.27		(850,395.31	)		10,366,730.27		8,096,014.35
41161PMG5		14,212,262.03		-		14,212,262.03		13,086,899.71		(1,125,362.32	)		13,086,899.71		9,903,452.27
41161PQU0		11,206,801.04		-		11,206,801.04		11,083,259.53		(123,541.51	)		11,083,259.53		8,829,517.26
41161PSK0		4,155,867.99		-		4,155,867.99		4,140,078.71		(15,789.28	)		4,140,078.71		3,311,704.79
41161PTN3		1,861,916.34		-		1,861,916.34		1,835,975.71		(25,940.63	)		1,835,975.71		1,380,582.71
41161PWB5		5,844,745.44		-		5,844,745.44		5,799,323.66		(45,421.78	)		5,799,323.66		4,123,200.14

FF-123

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
41161PXH1	$	677,816.57	$	-	$	677,816.57	$	669,094.72	$	(8,721.85	)	$	669,094.72	$	477,286.09
41162DAF6		8,994,069.64		-		8,994,069.64		7,961,170.02		(1,032,899.62	)		7,961,170.02		7,118,547.39
41164LAB5		12,621,800.45		-		12,621,800.45		11,230,967.78		(1,390,832.67	)		11,230,967.78		8,387,551.76
41164YAB7		10,726,262.52		-		10,726,262.52		10,475,360.99		(250,901.53	)		10,475,360.99		7,668,382.14
43739EBJ5		8,350,734.18		-		8,350,734.18		7,950,384.41		(400,349.77	)		7,950,384.41		6,251,970.02
43739EBS5		8,105,864.82		-		8,105,864.82		7,658,917.19		(446,947.63	)		7,658,917.19		6,751,074.64
45254NHV2		247,136.73		-		247,136.73		233,455.99		(13,680.74	)		233,455.99		209,178.13
45254NJG3		1,142,062.94		-		1,142,062.94		1,122,485.65		(19,577.29	)		1,122,485.65		956,740.55
45254NKF3		4,447,562.20		-		4,447,562.20		4,407,084.59		(40,477.61	)		4,407,084.59		4,349,125.98
45254NML8		1,023,637.01		-		1,023,637.01		1,023,042.60		(594.41	)		1,023,042.60		798,028.88
45254NPA9		13,599,192.07		-		13,599,192.07		13,231,174.95		(368,017.12	)		13,231,174.95		11,211,853.18
45254NPU5		4,802,222.03		-		4,802,222.03		4,628,886.89		(173,335.14	)		4,628,886.89		3,490,188.34
45254TRX4		297,840.06		-		297,840.06		293,087.16		(4,752.90	)		293,087.16		207,069.94
45254TSM7		3,295,634.70		-		3,295,634.70		3,266,883.53		(28,751.17	)		3,266,883.53		2,097,577.20
45257EAA2		3,879,055.62		-		3,879,055.62		3,664,344.06		(214,711.56	)		3,664,344.06		3,535,358.63
45660LW96		3,085,309.15		-		3,085,309.15		2,903,399.55		(181,909.60	)		2,903,399.55		1,872,549.76
45660LY94		485,927.29		-		485,927.29		307,876.96		(178,050.33	)		307,876.96		183,383.48
45660LYW3		3,582,993.37		-		3,582,993.37		2,965,244.32		(617,749.05	)		2,965,244.32		2,142,003.90
45660N3S2		4,168,246.96		-		4,168,246.96		4,148,358.98		(19,887.98	)		4,148,358.98		3,817,083.54
45660NQ24		853,542.41		-		853,542.41		802,184.25		(51,358.16	)		802,184.25		791,950.38
456612AC4		14,752,889.16		-		14,752,889.16		13,658,056.92		(1,094,832.24	)		13,658,056.92		9,476,622.32
45661LAG3		4,918,903.42		-		4,918,903.42		4,767,495.48		(151,407.94	)		4,767,495.48		4,036,455.12
45667WAA6		3,657,646.56		-		3,657,646.56		3,407,235.80		(250,410.76	)		3,407,235.80		3,135,273.61
466247BC6		140,463.09		-		140,463.09		139,336.41		(1,126.68	)		139,336.41		137,500.62
525221AJ6		2,423,202.18		-		2,423,202.18		2,408,596.80		(14,605.38	)		2,408,596.80		1,681,253.43
525221EN3		10,347,206.55		-		10,347,206.55		8,058,470.44		(2,288,736.11	)		8,058,470.44		6,566,646.65
525221GM3		3,131,481.61		-		3,131,481.61		2,964,863.90		(166,617.71	)		2,964,863.90		1,891,920.84
52524YAF0		10,705,885.46		-		10,705,885.46		10,608,844.00		(97,041.46	)		10,608,844.00		7,272,729.33
550279AA1		4,183,735.11		-		4,183,735.11		4,132,667.48		(51,067.63	)		4,132,667.48		3,211,786.83
55027AAR1		10,402,608.17		-		10,402,608.17		10,175,024.99		(227,583.18	)		10,175,024.99		7,001,283.12
55027AAU4		5,421,668.41		-		5,421,668.41		5,198,866.80		(222,801.61	)		5,198,866.80		3,379,511.88
55027BAA6		14,422,565.14		-		14,422,565.14		14,012,496.58		(410,068.56	)		14,012,496.58		9,444,008.61
576433G42		7,620,937.36		-		7,620,937.36		7,346,531.01		(274,406.35	)		7,346,531.01		5,368,399.14
576433H33		3,914,653.00		-		3,914,653.00		3,779,758.84		(134,894.16	)		3,779,758.84		3,725,126.07
576438AA3		3,170,157.17		-		3,170,157.17		3,154,671.70		(15,485.47	)		3,154,671.70		2,688,395.08
57643LMP8		1,818,151.86		-		1,818,151.86		1,734,492.66		(83,659.20	)		1,734,492.66		1,093,308.00
617463AA2		18,190.33		-		18,190.33		17,901.18		(289.15	)		17,901.18		14,579.46
61750FAE0		669,494.38		-		669,494.38		629,661.33		(39,833.05	)		629,661.33		571,359.46
617526AE8		314,327.91		-		314,327.91		300,966.95		(13,360.96	)		300,966.95		228,521.15
63543XAH2		106,600.00		-		106,600.00		79,020.00		(27,580.00	)		79,020.00		100,000.00
64352VNY3		2,963,790.95		-		2,963,790.95		2,721,526.68		(242,264.27	)		2,721,526.68		1,402,020.00
65535VRK6		1,114,388.91		-		1,114,388.91		1,072,060.59		(42,328.32	)		1,072,060.59		1,055,783.60
65535VUS5		2,153,982.46		-		2,153,982.46		1,841,133.77		(312,848.69	)		1,841,133.77		1,904,936.36
66987XBV6		18,653.88		-		18,653.88		18,052.56		(601.32	)		18,052.56		13,570.85
74922AAA5		13,943,565.17		-		13,943,565.17		13,688,265.61		(255,299.56	)		13,688,265.61		8,514,255.33
75114GAC3		18,526,178.13		-		18,526,178.13		18,199,499.83		(326,678.30	)		18,199,499.83		12,887,711.47
75114HAD9		17,431,974.80		-		17,431,974.80		16,987,120.85		(444,853.95	)		16,987,120.85		13,037,178.33
75114NAA2		8,422,001.05		-		8,422,001.05		8,389,607.15		(32,393.90	)		8,389,607.15		6,867,667.02
75114NAB0		3,022,759.65		-		3,022,759.65		3,017,026.02		(5,733.63	)		3,017,026.02		2,735,828.82
75970NAG2		1,672,850.85		-		1,672,850.85		1,580,319.99		(92,530.86	)		1,580,319.99		1,316,403.38
759950EL8		4,369,242.19		-		4,369,242.19		4,171,673.19		(197,569.00	)		4,171,673.19		4,268,234.94
760985U33		619,524.33		-		619,524.33		508,808.67		(110,715.66	)		508,808.67		301,850.44
76110GE23		5,194,269.38		-		5,194,269.38		5,130,427.40		(63,841.98	)		5,130,427.40		4,358,588.14

FF-124

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
76110GTL5	$	932,001.08	$	-	$	932,001.08	$	762,733.61	$	(169,267.47	)	$	762,733.61	$	850,961.76
76110GV40		3,116,460.84		-		3,116,460.84		2,955,452.79		(161,008.05	)		2,955,452.79		2,784,815.56
76110GVT5		2,221,320.41		-		2,221,320.41		2,053,290.88		(168,029.53	)		2,053,290.88		2,154,244.36
76110GWG2		1,628,169.23		-		1,628,169.23		1,497,239.37		(130,929.86	)		1,497,239.37		1,525,109.56
76110GZQ7		7,320,464.50		-		7,320,464.50		7,260,673.39		(59,791.11	)		7,260,673.39		6,305,260.05
76110GZR5		2,460,530.70		-		2,460,530.70		2,020,311.93		(440,218.77	)		2,020,311.93		2,082,824.91
761118NN4		8,970,194.40		-		8,970,194.40		8,854,040.82		(116,153.58	)		8,854,040.82		6,065,811.19
761118RJ9		388,592.06		-		388,592.06		367,492.35		(21,099.71	)		367,492.35		229,312.93
761118RM2		18,435,535.65		-		18,435,535.65		17,706,883.39		(728,652.26	)		17,706,883.39		12,966,353.51
79549ASN0		188,855.67		-		188,855.67		96,628.07		(92,227.60	)		96,628.07		156,004.99
80557BAC8		7,073,934.57		-		7,073,934.57		6,658,521.05		(415,413.52	)		6,658,521.05		5,994,708.50
81378EAA1		2,835,965.73		-		2,835,965.73		2,729,570.58		(106,395.15	)		2,729,570.58		1,991,329.48
81379EAA0		393,146.04		-		393,146.04		382,391.58		(10,754.46	)		382,391.58		347,864.03
83613GAA7		2,424,305.21		-		2,424,305.21		2,289,435.53		(134,869.68	)		2,289,435.53		1,882,122.00
84752CAE7		1,577,215.87		-		1,577,215.87		1,521,215.46		(56,000.41	)		1,521,215.46		751,364.85
8635722A0		246,838.88		-		246,838.88		235,041.39		(11,797.49	)		235,041.39		214,420.07
863579DV7		471,733.98		-		471,733.98		468,843.11		(2,890.87	)		468,843.11		367,893.29
863579KG2		3,245,100.31		-		3,245,100.31		3,099,874.57		(145,225.74	)		3,099,874.57		2,990,920.99
863579YR3		6,981,204.72		-		6,981,204.72		6,615,297.71		(365,907.01	)		6,615,297.71		6,138,939.08
86358HHX0		1,001,108.45		-		1,001,108.45		987,386.44		(13,722.01	)		987,386.44		807,677.73
86358RA23		4,524,533.79		-		4,524,533.79		4,465,507.90		(59,025.89	)		4,465,507.90		3,907,151.38
86358RL88		226,189.24		-		226,189.24		58,057.55		(168,131.69	)		58,057.55		122,236.18
86358RP68		593,608.65		-		593,608.65		591,449.14		(2,159.51	)		591,449.14		579,356.43
86358RUQ8		88,513.41		-		88,513.41		25,607.70		(62,905.71	)		25,607.70		88,499.05
86359ACC5		754,969.66		-		754,969.66		541,626.76		(213,342.90	)		541,626.76		511,408.43
86359BKB6		972,851.53		-		972,851.53		923,717.36		(49,134.17	)		923,717.36		980,064.82
86359BLB5		1,252,854.82		-		1,252,854.82		1,239,560.72		(13,294.10	)		1,239,560.72		1,222,569.46
86359DUR6		19,298,016.21		-		19,298,016.21		17,954,125.14		(1,343,891.07	)		17,954,125.14		14,380,687.56
86359LRW1		21,245,312.20		-		21,245,312.20		20,534,345.47		(710,966.73	)		20,534,345.47		15,097,985.41
86359LSM2		1,399,891.35		-		1,399,891.35		1,327,165.09		(72,726.26	)		1,327,165.09		1,037,905.37
86360JAA9		11,391,844.75		-		11,391,844.75		10,989,386.04		(402,458.71	)		10,989,386.04		6,815,506.29
86360JAE1		8,836,521.87		-		8,836,521.87		8,442,723.34		(393,798.53	)		8,442,723.34		5,991,741.22
86360KAF5		34,500,571.37		-		34,500,571.37		32,904,063.84		(1,596,507.53	)		32,904,063.84		22,382,347.38
86360UAF3		4,237,400.71		-		4,237,400.71		3,887,982.50		(349,418.21	)		3,887,982.50		2,779,752.52
86361HAA2		13,013,081.24		-		13,013,081.24		12,328,462.58		(684,618.66	)		12,328,462.58		9,078,783.67
86361HAB0		8,510,636.17		-		8,510,636.17		7,911,868.46		(598,767.71	)		7,911,868.46		8,426,051.80
86363DAA9		9,969,991.34		-		9,969,991.34		9,039,799.82		(930,191.52	)		9,039,799.82		6,772,652.20
872227AE3		1,910,011.85		-		1,910,011.85		1,844,666.33		(65,345.52	)		1,844,666.33		1,429,459.84
88157QAL2		698,223.45		-		698,223.45		630,409.67		(67,813.78	)		630,409.67		1,177,582.12
929227QB5		232,806.19		-		232,806.19		223,929.84		(8,876.35	)		223,929.84		204,572.07
92922F4M7		4,472,237.35		-		4,472,237.35		4,424,884.76		(47,352.59	)		4,424,884.76		3,637,374.21
92922F5T1		7,625,591.08		-		7,625,591.08		7,532,936.26		(92,654.82	)		7,532,936.26		6,520,405.82
92922F7Q5		9,591,622.46		-		9,591,622.46		9,395,996.92		(195,625.54	)		9,395,996.92		7,443,451.12
92922FTJ7		1,317,040.29		-		1,317,040.29		1,288,359.22		(28,681.07	)		1,288,359.22		1,142,701.99
92922FWU8		3,843,712.21		-		3,843,712.21		3,739,680.49		(104,031.72	)		3,739,680.49		3,352,423.20
92925CBB7		4,414,949.29		-		4,414,949.29		4,365,574.43		(49,374.86	)		4,365,574.43		3,480,246.65
92926SAE6		2,379,476.79		-		2,379,476.79		2,155,902.71		(223,574.08	)		2,155,902.71		2,123,918.65
92977YAY7		2,965,308.91		-		2,965,308.91		2,448,469.16		(516,839.75	)		2,448,469.16		546,787.98
939336X65		1,741,456.57		-		1,741,456.57		1,734,753.31		(6,703.26	)		1,734,753.31		1,423,713.09
93934FHC9		8,460,192.37		-		8,460,192.37		8,261,569.02		(198,623.35	)		8,261,569.02		5,823,343.48
93934FJQ6		15,137,829.51		-		15,137,829.51		14,738,335.29		(399,494.22	)		14,738,335.29		10,723,494.10
94985JAG5		18,250,633.52		-		18,250,633.52		17,383,308.71		(867,324.81	)		17,383,308.71		18,341,034.90
Totals	$	1,130,732,656.14	$	-	$	1,130,732,656.14	$	1,078,535,670.23	$	(52,196,985.91	)	$	1,078,535,670.23	$	839,143,290.12

FF-125

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following is the impairment listing for loan-backed securities for the three months ended March 31, 2011:

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
00104BAF7	$	589,264.55	$	-	$	589,264.55	$	370,000.00	$	(219,264.55	)	$	370,000.00	$	370,000.00
00442JAE4		4,710,238.75		-		4,710,238.75		4,591,638.85		(118,599.90	)		4,591,638.85		4,358,285.50
00443MAB2		107,340.11		-		107,340.11		44,124.83		(63,215.28	)		44,124.83		102,421.70
007034AQ4		5,744,388.21		-		5,744,388.21		5,575,615.32		(168,772.89	)		5,575,615.32		4,579,731.18
007037BK9		465,256.29		-		465,256.29		455,228.08		(10,028.21	)		455,228.08		286,020.38
02146QAB9		13,969,583.20		-		13,969,583.20		13,546,263.46		(423,319.74	)		13,546,263.46		9,685,224.76
02146YAD8		19,095,808.55		-		19,095,808.55		18,491,705.71		(604,102.84	)		18,491,705.71		13,815,077.28
02147CAA1		9,299,089.46		-		9,299,089.46		9,131,294.02		(167,795.44	)		9,131,294.02		7,305,515.71
02147DAB7		11,404,066.20		-		11,404,066.20		11,369,792.68		(34,273.52	)		11,369,792.68		7,999,314.91
02147DAV3		241,249.93		-		241,249.93		238,256.54		(2,993.39	)		238,256.54		199,677.64
02660TBF9		595,863.06		-		595,863.06		330,916.80		(264,946.26	)		330,916.80		1,822,967.12
02660TGN7		8,456,484.74		-		8,456,484.74		8,384,613.41		(71,871.33	)		8,384,613.41		5,817,181.56
02660TJB0		23,152,239.57		-		23,152,239.57		22,442,810.38		(709,429.19	)		22,442,810.38		15,237,145.62
040104QN4		3,890,541.86		-		3,890,541.86		3,668,981.66		(221,560.20	)		3,668,981.66		3,003,086.41
040104RV5		2,469,257.30		-		2,469,257.30		2,257,355.17		(211,902.13	)		2,257,355.17		2,267,884.85
040104TF8		100,649.39		-		100,649.39		91,964.11		(8,685.28	)		91,964.11		76,041.11
040104TG6		1,104,833.64		-		1,104,833.64		1,019,703.02		(85,130.62	)		1,019,703.02		991,534.77
04012XAC9		264,724.37		-		264,724.37		258,174.29		(6,550.08	)		258,174.29		220,523.01
05946XYP2		1,026,184.98		-		1,026,184.98		1,008,137.20		(18,047.78	)		1,008,137.20		734,911.14
06050HKX5		623,869.62		-		623,869.62		596,011.52		(27,858.10	)		596,011.52		300,516.70
06652DAA7		6,424,514.04		-		6,424,514.04		6,312,530.55		(111,983.49	)		6,312,530.55		4,993,003.57
07386HSP7		5,557,088.46		-		5,557,088.46		5,425,826.64		(131,261.82	)		5,425,826.64		4,079,941.14
073879Z92		10,172,212.75		-		10,172,212.75		9,405,259.64		(766,953.11	)		9,405,259.64		4,439,959.88
07400XAB4		2,944,475.07		-		2,944,475.07		2,788,229.78		(156,245.29	)		2,788,229.78		1,996,542.09
07401LAA1		14,001,795.67		-		14,001,795.67		13,574,890.71		(426,904.96	)		13,574,890.71		10,381,739.73
07401LAQ6		3,257,015.04		-		3,257,015.04		3,158,276.26		(98,738.78	)		3,158,276.26		2,519,662.32
07820QAY1		13,662,239.67		-		13,662,239.67		13,484,688.23		(177,551.44	)		13,484,688.23		10,195,113.55
124860CB1		148,669.82		-		148,669.82		143,459.50		(5,210.32	)		143,459.50		124,770.44
1248MGAJ3		99,253.04		-		99,253.04		80,199.54		(19,053.50	)		80,199.54		90,039.92
12498NAB9		890,567.71		-		890,567.71		832,500.69		(58,067.02	)		832,500.69		852,007.46
126670KN7		1,828,008.00		-		1,828,008.00		1,817,051.16		(10,956.84	)		1,817,051.16		1,213,236.00
12667GR62		9,241,938.15		-		9,241,938.15		8,737,452.47		(504,485.68	)		8,737,452.47		7,663,689.77
12667GRW5		424,692.87		-		424,692.87		400,404.54		(24,288.33	)		400,404.54		350,910.91
12667GS20		12,869,652.72		-		12,869,652.72		12,677,552.86		(192,099.86	)		12,677,552.86		8,533,662.30
12667GWF6		7,442,163.97		-		7,442,163.97		7,289,790.65		(152,373.32	)		7,289,790.65		5,204,045.91
12668A3Q6		8,092,108.87		-		8,092,108.87		7,399,367.09		(692,741.78	)		7,399,367.09		4,556,737.42
12668A4B8		14,330,751.54		-		14,330,751.54		13,633,956.43		(696,795.11	)		13,633,956.43		10,065,595.58
12668ACZ6		3,581,158.60		-		3,581,158.60		3,510,183.17		(70,975.43	)		3,510,183.17		2,463,470.40
12668AEV3		11,134,871.86		-		11,134,871.86		10,779,411.63		(355,460.23	)		10,779,411.63		8,434,689.81
12668AGW9		264,810.23		-		264,810.23		251,757.65		(13,052.58	)		251,757.65		195,768.44
12668AVP7		6,836,111.07		-		6,836,111.07		6,507,240.39		(328,870.68	)		6,507,240.39		4,999,884.03
12668BB77		22,294,484.46		-		22,294,484.46		21,191,222.90		(1,103,261.56	)		21,191,222.90		17,162,616.50
12668BDC4		4,905,143.40		-		4,905,143.40		4,847,413.62		(57,729.78	)		4,847,413.62		4,057,423.69
12668BE33		14,231,458.83		-		14,231,458.83		14,226,030.94		(5,427.89	)		14,226,030.94		10,337,333.12
126694N46		318,261.79		-		318,261.79		302,062.88		(16,198.91	)		302,062.88		223,220.43
126694YM4		3,024,822.87		-		3,024,822.87		2,838,508.63		(186,314.24	)		2,838,508.63		2,251,075.13
12669FW82		1,040,834.11		-		1,040,834.11		1,034,923.79		(5,910.32	)		1,034,923.79		674,342.64
12669GKH3		12,108,184.91		-		12,108,184.91		12,052,219.02		(55,965.89	)		12,052,219.02		10,051,057.69
12669GMS7		229,995.60		-		229,995.60		213,867.62		(16,127.98	)		213,867.62		179,517.12
12669GTV3		366,063.26		-		366,063.26		361,031.76		(5,031.50	)		361,031.76		268,628.38

FF-126

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
12669GUR0	$	3,459,992.03	$	-	$	3,459,992.03	$	3,430,694.44	$	(29,297.59	)	$	3,430,694.44	$	2,465,216.68
152314MJ6		1,339,409.85		-		1,339,409.85		1,224,692.73		(114,717.12	)		1,224,692.73		1,187,215.36
172939AB6		10,187.44		-		10,187.44		7,626.42		(2,561.02	)		7,626.42		9,659.23
22943HAD8		11,301,065.00		-		11,301,065.00		10,539,636.45		(761,428.55	)		10,539,636.45		7,572,075.00
23242TAB2		3,135,355.37		-		3,135,355.37		2,834,797.20		(300,558.17	)		2,834,797.20		2,844,347.15
23243AAD8		1,053,437.78		-		1,053,437.78		1,024,227.89		(29,209.89	)		1,024,227.89		755,911.63
23245QAA7		2,167,522.27		-		2,167,522.27		2,110,320.01		(57,202.26	)		2,110,320.01		1,664,856.22
23332UAR5		8,321,635.47		-		8,321,635.47		8,259,216.82		(62,418.65	)		8,259,216.82		6,824,519.40
23332UAS3		95,237.17		-		95,237.17		87,835.28		(7,401.89	)		87,835.28		99,417.38
23332UBV5		5,364,682.19		-		5,364,682.19		5,319,810.41		(44,871.78	)		5,319,810.41		3,885,660.43
23332UBW3		205,837.23		-		205,837.23		194,753.01		(11,084.22	)		194,753.01		193,229.95
23332UDU5		18,530,850.60		-		18,530,850.60		18,295,392.40		(235,458.20	)		18,295,392.40		12,847,439.68
251508AB3		7,886,794.96		-		7,886,794.96		7,853,452.30		(33,342.66	)		7,853,452.30		5,243,323.95
251510EH2		29,271,090.55		-		29,271,090.55		29,156,187.86		(114,902.69	)		29,156,187.86		28,575,495.79
251510FB4		4,353,161.88		-		4,353,161.88		4,322,367.38		(30,794.50	)		4,322,367.38		3,614,213.05
251510NC3		12,037,926.40		-		12,037,926.40		11,830,296.16		(207,630.24	)		11,830,296.16		4,058,844.82
32113JAA3		652,415.48		-		652,415.48		631,834.69		(20,580.79	)		631,834.69		458,747.41
36298XAB8		20,912,320.60		-		20,912,320.60		20,392,850.48		(519,470.12	)		20,392,850.48		20,818,002.95
39538RAB5		10,077,417.59		-		10,077,417.59		9,966,990.98		(110,426.61	)		9,966,990.98		7,013,397.00
39538RBB4		11,624,399.05		-		11,624,399.05		11,244,009.67		(380,389.38	)		11,244,009.67		8,373,948.18
39538WFH6		9,786,332.77		-		9,786,332.77		9,398,523.77		(387,809.00	)		9,398,523.77		6,641,100.36
39538WHF8		26,346,268.95		-		26,346,268.95		25,365,678.60		(980,590.35	)		25,365,678.60		19,090,452.87
39539GAA0		4,445,526.26		-		4,445,526.26		4,265,434.30		(180,091.96	)		4,265,434.30		3,373,549.63
40430HBJ6		2,092.00		-		2,092.00		547.43		(1,544.57	)		547.43		2,374.38
41161PHC0		6,988,120.14		-		6,988,120.14		6,987,832.35		(287.79	)		6,987,832.35		5,977,628.80
41161PHU0		6,954,769.74		-		6,954,769.74		6,928,264.20		(26,505.54	)		6,928,264.20		5,852,295.66
41161PL43		17,262,240.50		-		17,262,240.50		16,479,455.42		(782,785.08	)		16,479,455.42		13,247,528.30
41161PMG5		14,501,616.74		-		14,501,616.74		14,480,869.67		(20,747.07	)		14,480,869.67		10,843,536.30
41161PQU0		11,745,812.76		-		11,745,812.76		11,425,500.98		(320,311.78	)		11,425,500.98		9,321,170.97
41161PTN3		1,953,112.70		-		1,953,112.70		1,900,781.42		(52,331.28	)		1,900,781.42		1,498,229.08
41161PWB5		6,171,180.55		-		6,171,180.55		5,958,151.99		(213,028.56	)		5,958,151.99		4,487,320.60
41161PXH1		698,628.16		-		698,628.16		696,041.87		(2,586.29	)		696,041.87		513,578.10
41162DAF6		9,355,131.20		-		9,355,131.20		9,283,308.59		(71,822.61	)		9,283,308.59		7,322,078.83
41164LAB5		13,057,462.44		-		13,057,462.44		12,958,126.46		(99,335.98	)		12,958,126.46		9,202,510.60
41164YAB7		11,016,022.42		-		11,016,022.42		10,930,434.33		(85,588.09	)		10,930,434.33		7,930,491.60
43739EAP2		17,851,761.66		-		17,851,761.66		17,261,257.96		(590,503.70	)		17,261,257.96		14,809,109.55
45254NHV2		285,324.23		-		285,324.23		254,001.98		(31,322.25	)		254,001.98		219,107.68
45254NJG3		1,173,132.25		-		1,173,132.25		1,168,231.39		(4,900.86	)		1,168,231.39		976,895.85
45254NKF3		4,584,071.58		-		4,584,071.58		4,572,566.46		(11,505.12	)		4,572,566.46		4,435,278.03
45254NKX4		5,589,579.43		-		5,589,579.43		5,323,416.56		(266,162.87	)		5,323,416.56		4,413,186.16
45254NMB0		1,079,859.80		-		1,079,859.80		1,060,867.26		(18,992.54	)		1,060,867.26		975,349.02
45254NNP8		11,991,237.76		-		11,991,237.76		11,561,972.08		(429,265.68	)		11,561,972.08		8,596,589.87
45254NPA9		13,922,074.80		-		13,922,074.80		13,831,744.89		(90,329.91	)		13,831,744.89		11,508,051.01
45254NPU5		4,920,186.83		-		4,920,186.83		4,892,838.11		(27,348.72	)		4,892,838.11		3,592,541.58
45254TRX4		307,714.39		-		307,714.39		302,793.09		(4,921.30	)		302,793.09		224,239.78
45254TSM7		3,485,160.64		-		3,485,160.64		3,365,767.96		(119,392.68	)		3,365,767.96		2,368,775.82
45660LKW8		23,500,330.55		-		23,500,330.55		23,457,394.18		(42,936.37	)		23,457,394.18		16,946,705.27
45660LW96		3,188,739.98		-		3,188,739.98		3,167,553.69		(21,186.29	)		3,167,553.69		2,008,996.89
45660N3S2		4,686,399.88		-		4,686,399.88		4,659,784.99		(26,614.89	)		4,659,784.99		4,427,591.12
45660NS30		1,290,339.16		-		1,290,339.16		1,277,361.61		(12,977.55	)		1,277,361.61		988,812.55
456612AC4		15,042,353.71		-		15,042,353.71		14,818,974.78		(223,378.93	)		14,818,974.78		10,400,450.35
45667WAA6		3,069,479.51		-		3,069,479.51		3,062,662.92		(6,816.59	)		3,062,662.92		2,761,372.48
46627MCS4		6,340,775.64		-		6,340,775.64		6,160,725.55		(180,050.09	)		6,160,725.55		5,541,127.70

FF-127

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
525221CD7	$	185,229.78	$	-	$	185,229.78	$	180,661.01	$	(4,568.77	)	$	180,661.01	$	26,503.00
525221EN3		11,462,368.81		-		11,462,368.81		10,860,051.52		(602,317.29	)		10,860,051.52		7,326,416.44
550279AA1		4,367,826.86		-		4,367,826.86		4,314,531.93		(53,294.93	)		4,314,531.93		3,515,439.50
55027AAU4		5,543,452.77		-		5,543,452.77		5,520,686.30		(22,766.47	)		5,520,686.30		3,402,820.15
55027BAA6		48,831.32		-		48,831.32		48,511.76		(319.56	)		48,511.76		32,715.29
576433E44		120,059.39		-		120,059.39		94,910.72		(25,148.67	)		94,910.72		61,270.24
576433H33		3,896,952.23		-		3,896,952.23		3,680,166.16		(216,786.07	)		3,680,166.16		3,807,533.53
576433RU2		1,597,338.00		-		1,597,338.00		1,569,649.11		(27,688.89	)		1,569,649.11		1,144,800.00
576433SE7		1,551,096.00		-		1,551,096.00		1,447,701.42		(103,394.58	)		1,447,701.42		865,180.00
576433YN0		1,163,479.97		-		1,163,479.97		1,152,853.52		(10,626.45	)		1,152,853.52		808,353.27
576438AA3		3,209,357.95		-		3,209,357.95		3,200,667.18		(8,690.77	)		3,200,667.18		2,878,466.05
57643LMP8		1,965,723.00		-		1,965,723.00		1,783,011.54		(182,711.46	)		1,783,011.54		1,339,842.00
59020UQ40		1,063,563.18		-		1,063,563.18		1,032,423.17		(31,140.01	)		1,032,423.17		867,899.64
59020UQ57		3,353,720.00		-		3,353,720.00		3,228,910.72		(124,809.28	)		3,228,910.72		1,648,808.00
617463AA2		37,690.90		-		37,690.90		18,533.08		(19,157.82	)		18,533.08		16,164.87
61750FAE0		698,158.75		-		698,158.75		661,931.44		(36,227.31	)		661,931.44		631,736.61
617526AE8		316,386.07		-		316,386.07		307,351.88		(9,034.19	)		307,351.88		284,354.06
61913PAA0		11,861,939.34		-		11,861,939.34		11,822,612.33		(39,327.01	)		11,822,612.33		10,884,079.39
65535VRK6		630,330.10		-		630,330.10		612,332.91		(17,997.19	)		612,332.91		596,472.32
65535VUS5		2,071,573.08		-		2,071,573.08		1,978,385.06		(93,188.02	)		1,978,385.06		1,945,131.37
68383NCA9		22,031,572.87		-		22,031,572.87		21,626,068.73		(405,504.14	)		21,626,068.73		16,461,150.17
68383NCD3		2,849,829.00		-		2,849,829.00		2,774,887.20		(74,941.80	)		2,774,887.20		2,212,749.00
68383NCU5		8,267,552.26		-		8,267,552.26		7,994,840.81		(272,711.45	)		7,994,840.81		6,364,415.96
68383NDT7		8,030,564.95		-		8,030,564.95		7,994,189.90		(36,375.05	)		7,994,189.90		4,752,065.89
68400XAY6		141,048.56		-		141,048.56		138,640.06		(2,408.50	)		138,640.06		115,827.33
74922MAB7		9,380,033.34		-		9,380,033.34		9,093,054.21		(286,979.13	)		9,093,054.21		6,450,401.08
74922MAC5		1,231,505.34		-		1,231,505.34		1,195,511.69		(35,993.65	)		1,195,511.69		890,221.13
75114GAC3		19,526,531.48		-		19,526,531.48		19,000,440.48		(526,091.00	)		19,000,440.48		12,961,241.65
75114HAD9		18,413,725.00		-		18,413,725.00		18,074,722.94		(339,002.06	)		18,074,722.94		12,041,468.43
75114NAA2		9,234,696.08		-		9,234,696.08		8,968,477.42		(266,218.66	)		8,968,477.42		7,380,035.09
75114NAB0		3,321,540.25		-		3,321,540.25		3,223,849.24		(97,691.01	)		3,223,849.24		2,941,939.37
76110GUG4		1,736,618.13		-		1,736,618.13		1,675,102.89		(61,515.24	)		1,675,102.89		1,358,606.99
76110GV40		3,213,701.21		-		3,213,701.21		3,205,742.15		(7,959.06	)		3,205,742.15		2,857,699.66
76110GZR5		2,519,125.78		-		2,519,125.78		2,505,685.90		(13,439.88	)		2,505,685.90		2,338,107.19
761118NN4		9,616,233.11		-		9,616,233.11		9,212,465.59		(403,767.52	)		9,212,465.59		6,681,967.45
761118RJ9		423,258.56		-		423,258.56		406,328.16		(16,930.40	)		406,328.16		261,230.49
761118RM2		19,565,066.00		-		19,565,066.00		19,011,802.61		(553,263.39	)		19,011,802.61		13,212,157.50
761118WP9		11,843,541.36		-		11,843,541.36		11,505,430.18		(338,111.18	)		11,505,430.18		8,165,585.15
79549ASN0		243,550.34		-		243,550.34		200,363.11		(43,187.23	)		200,363.11		168,206.90
81378EAA1		3,325,082.01		-		3,325,082.01		3,030,042.82		(295,039.19	)		3,030,042.82		2,880,970.89
81379EAA0		445,843.20		-		445,843.20		409,125.62		(36,717.58	)		409,125.62		430,709.52
84752CAE7		1,633,787.58		-		1,633,787.58		1,535,515.37		(98,272.21	)		1,535,515.37		791,931.67
863579KG2		3,460,787.26		-		3,460,787.26		3,339,320.77		(121,466.49	)		3,339,320.77		3,182,371.09
863579YR3		7,440,056.27		-		7,440,056.27		7,217,490.27		(222,566.00	)		7,217,490.27		6,686,531.36
86358R3Q8		1,205,956.26		-		1,205,956.26		1,200,264.50		(5,691.76	)		1,200,264.50		982,167.28
86358RM46		129,912.67		-		129,912.67		103,247.22		(26,665.45	)		103,247.22		122,123.77
86358RUQ8		105,006.50		-		105,006.50		89,035.08		(15,971.42	)		89,035.08		91,206.95
86359DDB0		1,765,617.79		-		1,765,617.79		1,696,568.33		(69,049.46	)		1,696,568.33		1,166,875.20
86359LRC5		17,540.37		-		17,540.37		13,236.91		(4,303.46	)		13,236.91		31,935.87
86359LRW1		22,756,103.11		-		22,756,103.11		21,797,764.20		(958,338.91	)		21,797,764.20		16,701,576.04
86359LSM2		1,490,375.66		-		1,490,375.66		1,440,589.88		(49,785.78	)		1,440,589.88		1,099,477.16
86360JAA9		11,920,034.77		-		11,920,034.77		11,840,252.44		(79,782.33	)		11,840,252.44		7,239,970.92
86360KAF5		36,222,587.38		-		36,222,587.38		35,336,677.60		(885,909.78	)		35,336,677.60		24,333,653.21

FF-128

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
86360UAF3	$	4,442,388.60	$	-	$	4,442,388.60	$	4,343,127.77	$	(99,260.83)	$	4,343,127.77	$	3,047,124.69
86361HAA2		13,825,102.94		-		13,825,102.94		13,371,516.87		(453,586.07)		13,371,516.87		9,456,897.06
86363DAA9		10,299,552.90		-		10,299,552.90		10,255,608.56		(43,944.34)		10,255,608.56		7,463,825.12
872227AE3		2,014,117.80		-		2,014,117.80		1,965,394.21		(48,723.59)		1,965,394.21		1,538,096.28
92922F4M7		4,539,232.27		-		4,539,232.27		4,536,178.47		(3,053.80)		4,536,178.47		3,916,451.50
92922F5T1		7,724,800.87		-		7,724,800.87		7,704,580.05		(20,220.82)		7,704,580.05		6,650,764.95
92922F7Q5		9,859,684.75		-		9,859,684.75		9,783,806.88		(75,877.87)		9,783,806.88		8,097,662.24
92925CBB7		4,506,802.70		-		4,506,802.70		4,491,511.62		(15,291.08)		4,491,511.62		3,758,867.25
92926SAE6		824,848.92		-		824,848.92		774,661.89		(50,187.03)		774,661.89		757,579.02
9393365V1		1,769,138.97		-		1,769,138.97		1,739,381.10		(29,757.87)		1,739,381.10		1,427,128.46
93934FHC9		9,128,097.42		-		9,128,097.42		8,741,946.24		(386,151.18)		8,741,946.24		6,516,986.72
93934FJQ6		16,690,260.80		-		16,690,260.80		15,636,115.76		(1,054,145.04)		15,636,115.76		11,880,107.18
Total	$	1,097,705,351.09	$	-	$	1,097,705,351.09	$	1,068,852,203.67	$	(28,853,147.42)	$	1,068,852,203.67	$	816,688,348.33
The following is the impairment listing for loan-backed securities for the three months ended December 31, 2010:
CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
02146QAB9	$	14,448,993.31	$	-	$	14,448,993.31	$	14,244,814.08	$	(204,179.23)	$	14,244,814.08	$	9,484,475.75
02146TAQ0		18,412,140.00		-		18,412,140.00		18,352,529.00		(59,611.00)		18,352,529.00		18,130,624.75
02146YAD8		20,261,686.16		-		20,261,686.16		19,945,112.54		(316,573.62)		19,945,112.54		14,832,305.08
02147CAA1		10,097,939.94		-		10,097,939.94		9,416,554.84		(681,385.10)		9,416,554.84		7,787,184.64
02660TGN7		8,754,096.98		-		8,754,096.98		8,677,030.04		(77,066.94)		8,677,030.04		5,975,830.40
02660TJB0		23,776,128.29		-		23,776,128.29		23,755,283.44		(20,844.85)		23,755,283.44		15,304,554.36
02660XAD6		12,180,682.71		-		12,180,682.71		11,336,494.86		(844,187.85)		11,336,494.86		9,031,451.90
026929AA7		10,718,076.04		-		10,718,076.04		9,444,878.09		(1,273,197.95)		9,444,878.09		8,315,716.26
026929AD1		9,368,612.93		-		9,368,612.93		9,096,004.65		(272,608.28)		9,096,004.65		6,162,007.37
040104RV5		2,603,098.37		-		2,603,098.37		2,502,489.46		(100,608.91)		2,502,489.46		2,420,836.71
040104TF8		103,869.89		-		103,869.89		103,530.66		(339.23)		103,530.66		79,424.84
040104TG6		1,230,052.26		-		1,230,052.26		1,147,807.90		(82,244.36)		1,147,807.90		1,035,943.88
05539TAU9		251,719.71		-		251,719.71		160,891.91		(90,827.80)		160,891.91		283,300.23
05946XYP2		1,097,222.97		-		1,097,222.97		1,070,289.22		(26,933.75)		1,070,289.22		756,518.81
06652DAA7		6,637,266.97		-		6,637,266.97		6,598,398.37		(38,868.60)		6,598,398.37		5,163,033.88
07386HKS9		416,870.54		-		416,870.54		416,558.95		(311.59)		416,558.95		317,169.75
07386HSP7		5,738,444.67		-		5,738,444.67		5,724,320.80		(14,123.87)		5,724,320.80		4,032,007.24
073879Z92		10,551,946.88		-		10,551,946.88		9,928,106.95		(623,839.93)		9,928,106.95		4,548,895.82
07400XAB4		3,124,249.62		-		3,124,249.62		3,030,931.87		(93,317.75)		3,030,931.87		1,925,943.77
07401LAQ6		3,440,780.83		-		3,440,780.83		3,364,232.01		(76,548.82)		3,364,232.01		2,622,042.19
07820QAY1		7,515,259.03		-		7,515,259.03		7,242,054.27		(273,204.76)		7,242,054.27		5,905,538.13
124860CB1		165,879.86		-		165,879.86		150,674.31		(15,205.55)		150,674.31		123,580.50
12667FUL7		351,690.14		-		351,690.14		211,278.91		(140,411.23)		211,278.91		277,419.77
12667GR62		9,664,947.15		-		9,664,947.15		9,333,922.73		(331,024.42)		9,333,922.73		7,956,062.54
12667GRW5		475,053.45		-		475,053.45		447,078.16		(27,975.29)		447,078.16		369,841.59
12667GS20		13,599,477.60		-		13,599,477.60		13,366,988.50		(232,489.10)		13,366,988.50		8,814,648.76
12667GWF6		7,724,004.83		-		7,724,004.83		7,641,072.51		(82,932.32)		7,641,072.51		5,543,592.60
12668A3Q6		8,585,686.65		-		8,585,686.65		8,381,126.10		(204,560.55)		8,381,126.10		4,753,133.96
12668ACG8		3,839,090.67		-		3,839,090.67		3,750,962.58		(88,128.09)		3,750,962.58		3,747,020.72
12668ACY9		853,860.86		-		853,860.86		770,724.66		(83,136.20)		770,724.66		769,495.18
12668ACZ6		3,710,927.19		-		3,710,927.19		3,637,326.57		(73,600.62)		3,637,326.57		2,464,871.08
12668AEV3		11,793,702.19		-		11,793,702.19		11,375,450.32		(418,251.87)		11,375,450.32		8,396,961.45

FF-129

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
12668AGW9	$	284,909.58	$	-	$	284,909.58	$	276,712.30	$	(8,197.28	)	$	276,712.30	$	204,738.25
12668BB77		23,953,380.01		-		23,953,380.01		22,945,237.36		(1,008,142.65	)		22,945,237.36		16,350,813.99
12668BDC4		4,967,571.96		-		4,967,571.96		4,951,287.85		(16,284.11	)		4,951,287.85		4,017,603.57
12668BE33		15,003,452.29		-		15,003,452.29		14,569,207.83		(434,244.46	)		14,569,207.83		9,407,501.88
126694YM4		3,124,425.58		-		3,124,425.58		3,122,304.07		(2,121.51	)		3,122,304.07		2,115,448.84
12669GKH3		12,504,442.60		-		12,504,442.60		12,431,945.06		(72,497.54	)		12,431,945.06		10,383,416.89
12669GMS7		233,972.43		-		233,972.43		232,261.87		(1,710.56	)		232,261.87		179,977.45
14983CAA3		1,463,566.31		-		1,463,566.31		1,332,515.31		(131,051.00	)		1,332,515.31		932,463.77
22541SCC0		826,706.05		-		826,706.05		687,210.24		(139,495.81	)		687,210.24		589,088.12
22541SXR4		1,581,580.13		-		1,581,580.13		1,542,209.87		(39,370.26	)		1,542,209.87		591,680.57
22943HAD8		11,521,669.00		-		11,521,669.00		11,363,834.60		(157,834.40	)		11,363,834.60		7,458,495.00
23242TAB2		3,218,904.38		-		3,218,904.38		3,186,203.34		(32,701.04	)		3,186,203.34		3,010,086.96
23243AAD8		1,088,087.88		-		1,088,087.88		1,073,143.44		(14,944.44	)		1,073,143.44		726,643.99
23245QAA7		2,236,632.77		-		2,236,632.77		2,193,538.17		(43,094.60	)		2,193,538.17		1,526,290.38
23332UAS3		105,300.42		-		105,300.42		102,688.24		(2,612.18	)		102,688.24		84,880.39
23332UBV5		5,550,856.24		-		5,550,856.24		5,526,622.70		(24,233.54	)		5,526,622.70		3,922,868.40
23332UBW3		246,060.64		-		246,060.64		229,762.16		(16,298.48	)		229,762.16		215,576.48
23332UDU5		19,008,385.73		-		19,008,385.73		18,993,000.02		(15,385.71	)		18,993,000.02		13,049,034.53
251510NC3		13,060,630.74		-		13,060,630.74		12,053,318.60		(1,007,312.14	)		12,053,318.60		3,795,618.41
28140XAE9		60,000.00		-		60,000.00		44,000.00		(16,000.00	)		44,000.00		494,488.00
32056CAH2		16,313,358.17		-		16,313,358.17		16,179,762.26		(133,595.91	)		16,179,762.26		15,652,469.50
32113JAA3		669,046.59		-		669,046.59		664,840.15		(4,206.44	)		664,840.15		463,752.03
36185NXT2		607,806.99		-		607,806.99		579,066.33		(28,740.66	)		579,066.33		434,463.62
362341VU0		21,726,452.50		-		21,726,452.50		21,601,162.75		(125,289.75	)		21,601,162.75		21,462,550.00
39538RAB5		10,420,093.52		-		10,420,093.52		10,335,053.07		(85,040.45	)		10,335,053.07		7,185,141.36
39538RBB4		11,875,207.42		-		11,875,207.42		11,812,145.61		(63,061.81	)		11,812,145.61		7,889,543.62
39539GAA0		4,723,502.08		-		4,723,502.08		4,602,605.08		(120,897.00	)		4,602,605.08		3,522,368.91
41161PFR9		1,182,169.39		-		1,182,169.39		1,162,212.39		(19,957.00	)		1,162,212.39		938,229.25
41161PHC0		7,220,890.30		-		7,220,890.30		7,180,582.16		(40,308.14	)		7,180,582.16		6,114,127.23
41161PL43		18,021,510.71		-		18,021,510.71		17,725,530.16		(295,980.55	)		17,725,530.16		13,839,434.02
41161PMG5		14,764,069.42		-		14,764,069.42		14,747,417.39		(16,652.03	)		14,747,417.39		10,825,471.99
41161PQU0		12,487,307.26		-		12,487,307.26		12,064,330.64		(422,976.62	)		12,064,330.64		9,024,146.97
41161PTN3		2,018,723.39		-		2,018,723.39		2,006,348.71		(12,374.68	)		2,006,348.71		1,514,261.67
41161PWB5		6,713,071.88		-		6,713,071.88		6,355,988.18		(357,083.70	)		6,355,988.18		4,628,490.16
41164YAB7		11,299,500.90		-		11,299,500.90		11,281,563.16		(17,937.74	)		11,281,563.16		7,506,090.71
43739EAP2		18,256,115.36		-		18,256,115.36		18,160,418.60		(95,696.76	)		18,160,418.60		14,565,045.06
43739EBS5		8,374,390.32		-		8,374,390.32		8,355,032.83		(19,357.49	)		8,355,032.83		7,301,246.74
45254NHV2		300,691.29		-		300,691.29		290,898.98		(9,792.31	)		290,898.98		221,590.91
45254NKF3		4,732,249.11		-		4,732,249.11		4,724,414.59		(7,834.52	)		4,724,414.59		4,212,911.91
45254NKX4		6,035,894.45		-		6,035,894.45		5,793,499.74		(242,394.71	)		5,793,499.74		4,586,894.75
45254NMB0		1,116,324.90		-		1,116,324.90		1,114,967.03		(1,357.87	)		1,114,967.03		1,046,767.51
45254NNP8		12,305,621.92		-		12,305,621.92		12,287,880.20		(17,741.72	)		12,287,880.20		8,793,161.95
45254NPA9		14,353,564.21		-		14,353,564.21		14,276,967.39		(76,596.82	)		14,276,967.39		11,803,031.55
45254NPU5		5,082,621.43		-		5,082,621.43		5,046,699.14		(35,922.29	)		5,046,699.14		3,681,845.08
45254TRX4		315,244.71		-		315,244.71		311,797.97		(3,446.74	)		311,797.97		212,649.49
45660LCN7		4,861,948.71		-		4,861,948.71		4,672,646.45		(189,302.26	)		4,672,646.45		4,269,563.44
45660LW96		3,345,312.09		-		3,345,312.09		3,333,349.55		(11,962.54	)		3,333,349.55		2,049,580.49
45660N2Y0		1,460,518.34		-		1,460,518.34		1,439,285.52		(21,232.82	)		1,439,285.52		1,213,689.11
45660N5H4		5,238,250.73		-		5,238,250.73		5,092,181.63		(146,069.10	)		5,092,181.63		4,490,552.83
456612AC4		16,177,827.43		-		16,177,827.43		15,757,798.99		(420,028.44	)		15,757,798.99		9,972,143.38
45661EAA2		298,980.75		-		298,980.75		263,718.82		(35,261.93	)		263,718.82		289,471.39
45667WAA6		4,079,440.73		-		4,079,440.73		4,036,144.37		(43,296.36	)		4,036,144.37		3,653,628.08
46627MBQ9		11,584,542.77		-		11,584,542.77		11,442,464.64		(142,078.13	)		11,442,464.64		8,550,691.57

FF-130

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
46627MCS4	$	6,841,795.66	$	-	$	6,841,795.66	$	6,674,348.47	$	(167,447.19)	$	6,674,348.47	$	5,665,832.01
525221CD7		208,394.77		-		208,394.77		204,814.80		(3,579.97)		204,814.80		25,158.25
525221EN3		12,151,234.09		-		12,151,234.09		11,933,903.95		(217,330.14)		11,933,903.95		8,037,249.54
550279AA1		4,517,204.18		-		4,517,204.18		4,486,967.25		(30,236.93)		4,486,967.25		3,526,976.99
55027AAU4		5,682,311.67		-		5,682,311.67		5,666,582.61		(15,729.06)		5,666,582.61		3,413,905.12
576433FP6		221,639.77		-		221,639.77		200,504.82		(21,134.95)		200,504.82		196,682.93
576433H33		365,848.12		-		365,848.12		361,400.85		(4,447.27)		361,400.85		263,194.74
576433YN0		1,172,399.01		-		1,172,399.01		1,167,359.81		(5,039.20)		1,167,359.81		799,347.14
576438AA3		3,476,898.70		-		3,476,898.70		3,453,570.46		(23,328.24)		3,453,570.46		3,085,054.98
57643LMP8		2,008,496.40		-		2,008,496.40		1,954,400.49		(54,095.91)		1,954,400.49		1,320,453.00
576444AA1		29.53		-		29.53		23.29		(6.24)		23.29		-
59020UQ40		1,128,590.38		-		1,128,590.38		1,103,360.50		(25,229.88)		1,103,360.50		891,563.44
59020UQ57		3,416,568.40		-		3,416,568.40		3,352,825.48		(63,742.92)		3,352,825.48		1,625,444.00
61750FAE0		698,202.75		-		698,202.75		696,309.51		(1,893.24)		696,309.51		630,519.84
617526AE8		331,183.78		-		331,183.78		312,563.99		(18,619.79)		312,563.99		253,447.48
63543XAH2		130,000.00		-		130,000.00		106,600.00		(23,400.00)		106,600.00		100,000.00
65535VRK6		2,053,386.84		-		2,053,386.84		1,808,029.73		(245,357.11)		1,808,029.73		1,798,044.91
68383NBZ5		4,995,248.40		-		4,995,248.40		4,861,967.52		(133,280.88)		4,861,967.52		4,510,670.83
68383NCA9		23,216,567.84		-		23,216,567.84		22,949,842.55		(266,725.29)		22,949,842.55		16,952,836.53
68383NCU5		8,727,049.17		-		8,727,049.17		8,684,094.28		(42,954.89)		8,684,094.28		6,553,022.59
74922MAB7		9,976,829.50		-		9,976,829.50		9,957,553.79		(19,275.71)		9,957,553.79		6,690,689.74
74922MAC5		1,313,967.96		-		1,313,967.96		1,306,444.63		(7,523.33)		1,306,444.63		923,358.99
75114GAC3		20,855,558.93		-		20,855,558.93		20,459,344.05		(396,214.88)		20,459,344.05		13,690,749.84
75114HAD9		19,345,364.47		-		19,345,364.47		19,101,437.62		(243,926.85)		19,101,437.62		12,468,155.89
75114NAA2		9,810,292.02		-		9,810,292.02		9,660,736.07		(149,555.95)		9,660,736.07		7,607,762.42
75114NAB0		3,500,902.86		-		3,500,902.86		3,472,980.33		(27,922.53)		3,472,980.33		2,681,154.37
76110GUG4		1,860,028.29		-		1,860,028.29		1,836,973.30		(23,054.99)		1,836,973.30		1,424,734.61
76110GV40		3,298,671.74		-		3,298,671.74		3,291,701.66		(6,970.08)		3,291,701.66		2,925,633.99
76110GWG2		1,763,554.67		-		1,763,554.67		1,738,271.52		(25,283.15)		1,738,271.52		1,425,890.71
76110GZR5		2,626,903.39		-		2,626,903.39		2,604,544.59		(22,358.80)		2,604,544.59		2,507,946.62
761118KU1		7,123,239.54		-		7,123,239.54		6,731,093.59		(392,145.95)		6,731,093.59		4,636,155.48
761118NN4		272,375.22		-		272,375.22		272,228.16		(147.06)		272,228.16		193,133.69
761118RJ9		447,331.77		-		447,331.77		441,894.15		(5,437.62)		441,894.15		300,341.18
761118RM2		20,318,308.98		-		20,318,308.98		20,202,359.80		(115,949.18)		20,202,359.80		14,089,398.71
761118WP9		12,343,002.48		-		12,343,002.48		12,258,008.40		(84,994.08)		12,258,008.40		8,624,730.74
81379EAA0		441,321.15		-		441,321.15		441,271.71		(49.44)		441,271.71		430,672.17
81744FDK0		2,207,402.93		-		2,207,402.93		2,205,145.50		(2,257.43)		2,205,145.50		1,994,487.78
84752CAE7		1,786,191.78		-		1,786,191.78		1,602,574.26		(183,617.52)		1,602,574.26		775,817.97
863579KG2		3,468,240.06		-		3,468,240.06		3,465,239.64		(3,000.42)		3,465,239.64		3,069,608.24
863579YR3		7,892,555.21		-		7,892,555.21		7,741,323.02		(151,232.19)		7,741,323.02		6,707,709.18
86358RE86		2,220.72		-		2,220.72		1,166.98		(1,053.74)		1,166.98		1,248.02
86358RUQ8		137,580.83		-		137,580.83		106,656.56		(30,924.27)		106,656.56		90,568.86
86359LRC5		25,768.65		-		25,768.65		22,657.86		(3,110.79)		22,657.86		11,959.36
86359LRW1		23,619,297.53		-		23,619,297.53		23,421,584.54		(197,712.99)		23,421,584.54		15,152,873.28
86359LSM2		1,558,522.48		-		1,558,522.48		1,544,925.28		(13,597.20)		1,544,925.28		1,140,219.10
86360JAA9		12,329,779.22		-		12,329,779.22		12,182,977.98		(146,801.24)		12,182,977.98		7,383,034.84
86360KAF5		37,622,122.42		-		37,622,122.42		37,324,048.63		(298,073.79)		37,324,048.63		24,987,868.09
86360UAF3		4,619,353.19		-		4,619,353.19		4,534,579.85		(84,773.34)		4,534,579.85		3,054,747.35
86361HAB0		1,243,558.61		-		1,243,558.61		1,174,373.67		(69,184.94)		1,174,373.67		1,161,305.98
872227AE3		2,093,657.77		-		2,093,657.77		2,075,233.45		(18,424.32)		2,075,233.45		1,504,829.86
88157QAL2		631,469.94		-		631,469.94		602,525.35		(28,944.59)		602,525.35		1,861,011.77
92922F4M7		4,676,773.53		-		4,676,773.53		4,672,260.84		(4,512.69)		4,672,260.84		3,944,984.82
92925CBB7		4,648,166.24		-		4,648,166.24		4,633,690.94		(14,475.30)		4,633,690.94		3,728,752.89

FF-131

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
92926SAE6	$	2,476,608.90	$	-	$	2,476,608.90	$	2,380,788.05	$	(95,820.85)	$	2,380,788.05	$	2,357,899.14
9393365V1		1,665,245.48		-		1,665,245.48		1,659,798.15		(5,447.33)		1,659,798.15		1,317,493.28
939336X65		216,711.94		-		216,711.94		216,554.26		(157.68)		216,554.26		190,082.01
93934FHC9		9,474,150.60		-		9,474,150.60		9,300,269.87		(173,880.73)		9,300,269.87		6,421,681.71
93934FJQ6		17,379,180.03		-		17,379,180.03		16,974,609.65		(404,570.38)		16,974,609.65		11,708,978.95
94983YAQ2		4,291,700.42		-		4,291,700.42		4,233,445.48		(58,254.94)		4,233,445.48		4,159,640.76
94985JAG5		18,539,304.19		-		18,539,304.19		18,097,976.50		(441,327.69)		18,097,976.50		17,595,764.20
Totals	$	968,742,508.30	$	-	$	968,742,508.30	$	950,111,416.81	$	(18,631,091.49)	$	950,111,416.81	$	708,895,636.97
The following is the impairment listing for loan-backed securities for the three months ended September 30, 2010:
CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
01853GAB6	$	315,577.41	$	-	$	315,577.41	$	159,175.94	$	(156,401.47)	$	159,175.94	$	228,692.72
021455AB6		217,922.65		-		217,922.65		171,751.47		(46,171.18)		171,751.47		170,440.77
02146QAB9		15,315,148.69		-		15,315,148.69		14,692,679.05		(622,469.64)		14,692,679.05		9,256,180.84
02146YAD8		21,923,476.60		-		21,923,476.60		20,642,177.10		(1,281,299.50)		20,642,177.10		14,758,081.54
02660WAC0		18,118,365.81		-		18,118,365.81		17,825,056.07		(293,309.74)		17,825,056.07		11,582,896.26
02660XAD6		13,521,492.89		-		13,521,492.89		12,557,598.88		(963,894.01)		12,557,598.88		8,975,927.75
05946XYP2		1,135,040.17		-		1,135,040.17		1,124,034.08		(11,006.09)		1,124,034.08		737,774.51
05948JAA0		370,856.12		-		370,856.12		347,733.91		(23,122.21)		347,733.91		301,269.06
05950DAA8		11,258,446.73		-		11,258,446.73		11,029,698.64		(228,748.09)		11,029,698.64		9,759,921.40
06652DAA7		6,940,157.67		-		6,940,157.67		6,813,727.06		(126,430.61)		6,813,727.06		4,627,820.56
07384M4M1		4,031,948.12		-		4,031,948.12		4,023,103.22		(8,844.90)		4,023,103.22		3,982,434.25
07401LAQ6		3,803,505.80		-		3,803,505.80		3,558,486.75		(245,019.05)		3,558,486.75		2,603,896.54
07820QAY1		14,869,432.69		-		14,869,432.69		14,726,798.37		(142,634.32)		14,726,798.37		11,209,675.01
078446AB7		123,800.00		-		123,800.00		106,000.00		(17,800.00)		106,000.00		106,000.00
12667GCB7		206,610.54		-		206,610.54		198,880.54		(7,730.00)		198,880.54		151,324.74
12667GME0		16,487,323.12		-		16,487,323.12		15,961,905.24		(525,417.88)		15,961,905.24		10,694,700.14
12667GR62		10,404,772.50		-		10,404,772.50		9,837,281.25		(567,491.25)		9,837,281.25		7,913,784.95
12667GRW5		539,562.43		-		539,562.43		496,294.98		(43,267.45)		496,294.98		371,758.24
12667GWF6		8,264,162.73		-		8,264,162.73		7,800,347.76		(463,814.97)		7,800,347.76		5,201,353.71
12668ACG8		4,308,051.40		-		4,308,051.40		3,887,776.89		(420,274.51)		3,887,776.89		3,840,170.55
12668AEV3		12,239,368.11		-		12,239,368.11		12,078,961.61		(160,406.50)		12,078,961.61		7,974,606.21
12668AGW9		3,103,267.46		-		3,103,267.46		2,668,946.20		(434,321.26)		2,668,946.20		2,737,185.05
12668BB77		24,696,080.82		-		24,696,080.82		24,696,080.83		0.01		24,696,080.83		16,158,549.89
12669EH33		210,848.74		-		210,848.74		207,664.23		(3,184.51)		207,664.23		220,823.32
12669FKR3		277,129.34		-		277,129.34		270,766.57		(6,362.77)		270,766.57		316,871.38
12669FW82		1,121,578.12		-		1,121,578.12		1,092,542.53		(29,035.59)		1,092,542.53		725,473.49
12669FXR9		490,839.77		-		490,839.77		459,205.84		(31,633.93)		459,205.84		404,276.42
12669GKH3		12,787,611.38		-		12,787,611.38		12,586,116.25		(201,495.13)		12,586,116.25		10,031,422.26
12669GMS7		251,913.89		-		251,913.89		243,913.35		(8,000.54)		243,913.35		176,788.34
12669GRM5		2,939,270.40		-		2,939,270.40		2,842,771.24		(96,499.16)		2,842,771.24		1,936,810.71
12669GRQ6		7,668,435.17		-		7,668,435.17		7,389,352.71		(279,082.46)		7,389,352.71		5,611,698.50
12669GTV3		391,067.66		-		391,067.66		383,623.63		(7,444.03)		383,623.63		273,968.29
12669GUR0		3,668,651.13		-		3,668,651.13		3,563,519.83		(105,131.30)		3,563,519.83		2,522,515.63
17307G3D8		2,831.79		-		2,831.79		-		(2,831.79)		-		533,586.22
22540V3F7		555,689.29		-		555,689.29		555,689.51		0.22		555,689.51		818,652.39
22540VFZ0		1,516,521.88		-		1,516,521.88		1,464,064.20		(52,457.68)		1,464,064.20		1,450,010.10
22540VG71		154,198.76		-		154,198.76		153,223.28		(975.48)		153,223.28		149,451.18

FF-132

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment			Cumulative Adjustment		Amortized Cost before OTTI			Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
22541NUB3	$	1,083,777.04		$	-	$	1,083,777.04		$	1,083,778.44	$	1.40		$	1,083,778.44	$	1,840,135.63
22943HAD8		11,732,570.00			-		11,732,570.00			11,579,553.70		(153,016.30	)		11,579,553.70		7,155,180.00
23243AAD8		1,153,405.61			-		1,153,405.61			1,113,903.78		(39,501.83	)		1,113,903.78		749,791.47
23245QAA7		2,375,389.07			-		2,375,389.07			2,259,511.63		(115,877.44	)		2,259,511.63		1,456,976.36
23332UAR5		8,638,571.19			-		8,638,571.19			8,609,425.68		(29,145.51	)		8,609,425.68		6,697,119.18
23332UAS3		112,435.95			-		112,435.95			107,912.99		(4,522.96	)		107,912.99		84,845.64
23332UBW3		286,891.33			-		286,891.33			264,732.79		(22,158.54	)		264,732.79		222,224.69
251508AB3		8,655,837.10			-		8,655,837.10			8,565,363.51		(90,473.59	)		8,565,363.51		5,178,372.00
251510FB4		6,185,608.42			-		6,185,608.42			5,789,092.45		(396,515.97	)		5,789,092.45		5,127,079.77
26441EAC5		198,750.00			-		198,750.00			188,500.00		(10,250.00	)		188,500.00		137,500.00
35952Z007		4,307,614.21			-		4,307,614.21			4,307,614.20		(0.01	)		4,307,614.20		2,775,156.72
35952Z023		4,494,729.04			-		4,494,729.04			4,494,729.06		0.02			4,494,729.06		2,904,482.03
35952Z031		1,455,346.38			-		1,455,346.38			1,455,346.38		-			1,455,346.38		901,984.50
35952Z056		1,067,384.58			-		1,067,384.58			1,067,384.57		(0.01	)		1,067,384.57		605,749.50
35952Z064		3,438,088.79			-		3,438,088.79			3,438,088.78		(0.01	)		3,438,088.78		1,923,484.50
35952ZA14		587,470.62			-		587,470.62			587,470.60		(0.02	)		587,470.60		304,870.08
35952ZA22		223,281.52			-		223,281.52			223,281.53		0.01			223,281.53		117,992.78
36228F5R3		1,619,436.88			-		1,619,436.88			1,572,476.07		(46,960.81	)		1,572,476.07		1,371,519.65
362341VU0		21,771,450.00			-		21,771,450.00			21,710,755.00		(60,695.00	)		21,710,755.00		21,415,549.75
39538RAB5		10,694,253.20			-		10,694,253.20			10,679,952.60		(14,300.60	)		10,679,952.60		7,266,124.20
39538RBB4		12,307,900.80			-		12,307,900.80			12,182,868.11		(125,032.69	)		12,182,868.11		7,754,503.45
39538WHF8		29,262,766.18			-		29,262,766.18			27,411,495.65		(1,851,270.53	)		27,411,495.65		19,864,672.06
39539GAA0		4,911,882.26			-		4,911,882.26			4,833,348.42		(78,533.84	)		4,833,348.42		3,464,247.50
41161PA86		1,701,828.45			-		1,701,828.45			1,490,786.97		(211,041.48	)		1,490,786.97		1,629,532.89
41161PHC0		7,493,920.50			-		7,493,920.50			7,389,844.26		(104,076.24	)		7,389,844.26		6,175,852.78
41161PHU0		7,220,810.42			-		7,220,810.42			7,137,267.24		(83,543.18	)		7,137,267.24		5,910,800.55
41161PKH5		562,454.98			-		562,454.98			541,505.18		(20,949.80	)		541,505.18		370,018.19
41161PL43		19,129,744.68			-		19,129,744.68			18,426,719.98		(703,024.70	)		18,426,719.98		13,224,900.44
41161PLR2		12,391,086.67			-		12,391,086.67			11,998,519.49		(392,567.18	)		11,998,519.49		8,450,271.26
41161PMG5		15,199,514.54			-		15,199,514.54			14,982,039.32		(217,475.22	)		14,982,039.32		10,383,699.50
41161PQU0		13,000,530.43			-		13,000,530.43			12,696,117.28		(304,413.15	)		12,696,117.28		8,751,337.13
41161PTN3		2,124,055.82			-		2,124,055.82			2,081,083.69		(42,972.13	)		2,081,083.69		1,505,550.45
41161PTP8		553,076.04			-		553,076.04			456,920.13		(96,155.91	)		456,920.13		453,781.11
41161PWB5		7,065,569.62			-		7,065,569.62			6,885,660.55		(179,909.07	)		6,885,660.55		4,510,555.76
41161PXH1		742,271.49			-		742,271.49			742,271.73		0.24			742,271.73		494,617.80
41164YAB7		11,746,139.88			-		11,746,139.88			11,565,082.50		(181,057.38	)		11,565,082.50		7,332,391.43
43739EAP2		18,849,512.45			-		18,849,512.45			18,784,944.99		(64,567.46	)		18,784,944.99		14,536,729.90
43739EBJ5		8,949,624.81			-		8,949,624.81			8,821,659.97		(127,964.84	)		8,821,659.97		7,213,477.28
43739EBS5		8,756,562.94			-		8,756,562.94			8,517,869.96		(238,692.98	)		8,517,869.96		7,336,631.20
45254NJV0		960,700.04			-		960,700.04			960,700.42		0.38			960,700.42		756,983.83
45254NJX6		46,746.73			-		46,746.73			46,746.72		(0.01	)		46,746.72		52,745.72
45254NKA4		224,041.93			-		224,041.93			224,041.80		(0.13	)		224,041.80		332,456.94
45254NKD8		(1.32	)		-		(1.32	)		-		1.32			-		-
45254NKF3		5,018,653.69			-		5,018,653.69			4,908,081.05		(110,572.64	)		4,908,081.05		4,300,014.50
45254NKX4		6,124,868.68			-		6,124,868.68			6,124,866.22		(2.46	)		6,124,866.22		4,720,907.43
45254NMB0		1,163,166.27			-		1,163,166.27			1,161,406.97		(1,759.30	)		1,161,406.97		1,068,987.98
45254NPA9		15,036,711.89			-		15,036,711.89			14,719,089.65		(317,622.24	)		14,719,089.65		11,892,639.43
45254NPU5		5,258,384.35			-		5,258,384.35			5,198,365.97		(60,018.38	)		5,198,365.97		3,758,246.63
45254TRX4		342,613.23			-		342,613.23			316,284.73		(26,328.50	)		316,284.73		208,761.84
45254TSM7		4,225,866.17			-		4,225,866.17			3,663,996.17		(561,870.00	)		3,663,996.17		2,423,868.49
45660LCN7		5,239,350.62			-		5,239,350.62			5,001,581.94		(237,768.68	)		5,001,581.94		3,716,561.91
45660LW96		3,563,424.88			-		3,563,424.88			3,483,454.21		(79,970.67	)		3,483,454.21		1,888,667.16
45660LYW3		4,004,451.09			-		4,004,451.09			3,891,019.56		(113,431.53	)		3,891,019.56		2,574,399.43

FF-133

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
45660N2J3	$	4,467,285.84	$	-	$	4,467,285.84	$	4,293,555.15	$	(173,730.69	)	$	4,293,555.15	$	3,881,904.68
45660N2Y0		948,804.49		-		948,804.49		882,014.06		(66,790.43	)		882,014.06		779,188.25
45660N5H4		5,532,813.22		-		5,532,813.22		5,316,557.23		(216,255.99	)		5,316,557.23		4,369,019.25
45660NT88		37,194.86		-		37,194.86		37,194.85		(0.01	)		37,194.85		30,242.64
45660NT96		2,189,864.31		-		2,189,864.31		2,189,863.24		(1.07	)		2,189,863.24		2,284,044.24
45660NZY4		684,972.49		-		684,972.49		544,029.09		(140,943.40	)		544,029.09		521,157.79
456612AC4		16,797,506.75		-		16,797,506.75		16,597,595.79		(199,910.96	)		16,597,595.79		9,831,944.46
45667WAA6		4,524,224.47		-		4,524,224.47		4,303,109.97		(221,114.50	)		4,303,109.97		3,689,400.20
466247UG6		2,482,668.34		-		2,482,668.34		2,390,848.33		(91,820.01	)		2,390,848.33		2,331,608.44
466247XE8		6,371,997.72		-		6,371,997.72		6,069,584.73		(302,412.99	)		6,069,584.73		4,586,230.71
46627MBQ9		12,050,725.65		-		12,050,725.65		12,032,071.53		(18,654.12	)		12,032,071.53		8,788,610.44
46627MCS4		7,327,618.22		-		7,327,618.22		7,150,856.75		(176,761.47	)		7,150,856.75		5,708,510.90
525221EN3		10,588,146.60		-		10,588,146.60		10,588,146.58		(0.02	)		10,588,146.58		5,298,470.74
52524VAG4		13,212,894.86		-		13,212,894.86		13,089,620.17		(123,274.69	)		13,089,620.17		9,184,301.55
52524YAF0		11,991,764.08		-		11,991,764.08		11,641,423.12		(350,340.96	)		11,641,423.12		7,760,208.49
550279AA1		4,717,438.29		-		4,717,438.29		4,675,300.57		(42,137.72	)		4,675,300.57		3,273,871.94
576433G42		8,850,528.14		-		8,850,528.14		8,129,032.12		(721,496.02	)		8,129,032.12		5,594,205.80
576433H33		4,886,747.63		-		4,886,747.63		4,348,051.54		(538,696.09	)		4,348,051.54		4,136,601.25
576433YN0		1,214,309.95		-		1,214,309.95		1,197,293.79		(17,016.16	)		1,197,293.79		798,990.36
5899292N7		1,415,763.00		-		1,415,763.00		1,349,644.34		(66,118.66	)		1,349,644.34		1,414,867.73
589929N38		1,629,558.07		-		1,629,558.07		1,594,775.54		(34,782.53	)		1,594,775.54		1,610,979.53
589929X29		5,127,014.56		-		5,127,014.56		4,818,404.16		(308,610.40	)		4,818,404.16		4,315,822.14
59020UQ40		1,167,867.51		-		1,167,867.51		1,155,779.25		(12,088.26	)		1,155,779.25		893,776.27
59020UUJ2		4,123,214.32		-		4,123,214.32		4,076,568.14		(46,646.18	)		4,076,568.14		3,933,855.78
65538DAA3		2,179,558.44		-		2,179,558.44		2,179,557.06		(1.38	)		2,179,557.06		2,095,348.68
68389FBW3		27,046.37		-		27,046.37		27,046.35		(0.02	)		27,046.35		24,973.66
68402CAC8		0.01		-		0.01		-		(0.01	)		-		-
75114NAA2		10,646,212.81		-		10,646,212.81		10,245,995.66		(400,217.15	)		10,245,995.66		7,727,336.21
76110GUG4		1,990,234.46		-		1,990,234.46		1,925,874.38		(64,360.08	)		1,925,874.38		1,481,729.24
76110GVT5		2,493,562.99		-		2,493,562.99		2,486,158.33		(7,404.66	)		2,486,158.33		2,178,268.75
761118FM5		9,752,737.95		-		9,752,737.95		9,354,444.30		(398,293.65	)		9,354,444.30		8,617,114.44
761118KU1		7,442,272.50		-		7,442,272.50		7,430,447.20		(11,825.30	)		7,430,447.20		4,644,418.74
761118NN4		10,432,656.72		-		10,432,656.72		10,204,239.05		(228,417.67	)		10,204,239.05		7,033,121.76
761118RJ9		488,408.80		-		488,408.80		462,987.99		(25,420.81	)		462,987.99		300,904.60
761118RM2		21,666,131.31		-		21,666,131.31		20,916,216.23		(749,915.08	)		20,916,216.23		14,052,319.33
761118WP9		12,874,173.63		-		12,874,173.63		12,797,095.06		(77,078.57	)		12,797,095.06		8,551,632.87
86358RE86		17,366.09		-		17,366.09		2,248.76		(15,117.33	)		2,248.76		3,428.27
86358RM46		350,467.76		-		350,467.76		133,851.43		(216,616.33	)		133,851.43		108,807.92
86359AHD8		438,703.87		-		438,703.87		438,703.59		(0.28	)		438,703.59		330,232.94
86359AKY8		13,278.14		-		13,278.14		2,731.14		(10,547.00	)		2,731.14		42,413.30
86359ANH2		1,121,987.38		-		1,121,987.38		1,121,987.74		0.36			1,121,987.74		1,433,412.38
86359BLB5		457,200.74		-		457,200.74		457,200.76		0.02			457,200.76		431,187.77
86360JAA9		12,633,558.24		-		12,633,558.24		12,470,929.45		(162,628.79	)		12,470,929.45		7,166,044.85
86360JAE1		9,612,734.02		-		9,612,734.02		9,432,090.49		(180,643.53	)		9,432,090.49		6,081,301.19
86360JAN1		3,973,346.86		-		3,973,346.86		3,644,430.16		(328,916.70	)		3,644,430.16		2,669,203.75
86362HAA1		9,732,004.85		-		9,732,004.85		9,669,355.43		(62,649.42	)		9,669,355.43		6,303,512.25
86363DAA9		11,100,750.94		-		11,100,750.94		10,787,194.86		(313,556.08	)		10,787,194.86		7,266,839.92
872227AE3		2,142,462.69		-		2,142,462.69		2,141,670.14		(792.55	)		2,141,670.14		1,322,792.73
88157QAL2		688,444.09		-		688,444.09		613,410.93		(75,033.16	)		613,410.93		576,698.38
885220FS7		7,996,861.63		-		7,996,861.63		7,964,320.78		(32,540.85	)		7,964,320.78		7,662,404.08
92922F3L0		51,484,447.88		-		51,484,447.88		49,433,429.41		(2,051,018.47	)		49,433,429.41		49,833,739.27
92922F7Q5		1,876,856.60		-		1,876,856.60		1,874,122.87		(2,733.73	)		1,874,122.87		1,492,812.11
92922FB72		1,326,944.28		-		1,326,944.28		1,326,944.06		(0.22	)		1,326,944.06		946,078.73

FF-134

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
92922FTJ7	$	1,441,180.90	$	-	$	1,441,180.90	$	1,409,771.75	$	(31,409.15)	$	1,409,771.75	$	1,187,199.76
92922FWU8		4,388,801.07		-		4,388,801.07		4,301,144.68		(87,656.39)		4,301,144.68		3,881,799.87
92922FZF8		9,128,522.75		-		9,128,522.75		9,128,521.67		(1.08)		9,128,521.67		8,102,814.84
9393365V1		1,972,912.19		-		1,972,912.19		1,966,439.22		(6,472.97)		1,966,439.22		1,552,139.95
939336U35		(0.06)		-		(0.06)		-		0.06		-		-
939336X65		224,509.69		-		224,509.69		223,209.26		(1,300.43)		223,209.26		176,455.82
93934FJQ6		18,077,257.88		-		18,077,257.88		18,014,476.77		(62,781.11)		18,014,476.77		11,587,831.43
941034AD2		20,442.00		-		20,442.00		16,601.98		(3,840.02)		16,601.98		13,630.00
94983CAJ6		(4.61)		-		(4.61)		-		4.61		-		-
94983YAQ2		4,572,023.01		-		4,572,023.01		4,458,425.60		(113,597.41)		4,458,425.60		4,319,656.40
DUCH1CLC4		1,109,569.70		-		1,109,569.70		-		(1,109,569.70)		-		3,433,329.60
Totals	$	915,728,029.86	$	-	$	915,728,029.86	$	889,896,058.18	$	(25,831,971.68)	$	889,896,058.18	$	673,462,492.71
The following is the impairment listing for loan-backed securities for the three months ended June 30, 2010:
CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
007036FB7	$	506,308.31	$	-	$	506,308.31	$	353,176.22	$	(153,132.09)	$	353,176.22	$	375,826.24
007036GB6		254,269.21		-		254,269.21		255,648.66		1,379.45		255,648.66		517,632.44
02146QAB9		15,615,907.88		-		15,615,907.88		15,589,355.94		(26,551.94)		15,589,355.94		8,862,529.56
02639MAM8		2,523,018.60		-		2,523,018.60		2,430,740.45		(92,278.15)		2,430,740.45		7,168,920.00
02660TGN7		9,402,539.49		-		9,402,539.49		9,326,784.90		(75,754.59)		9,326,784.90		5,697,189.83
02660THT3		776,911.68		-		776,911.68		756,863.76		(20,047.92)		756,863.76		625,762.47
02660TJB0		25,226,004.23		-		25,226,004.23		25,127,415.69		(98,588.54)		25,127,415.69		13,651,622.67
02660WAC0		18,928,046.80		-		18,928,046.80		18,737,015.28		(191,031.52)		18,737,015.28		11,917,720.39
02660XAD6		13,917,317.42		-		13,917,317.42		13,760,235.52		(157,081.90)		13,760,235.52		8,037,153.38
026929AD1		9,915,586.21		-		9,915,586.21		9,608,012.45		(307,573.76)		9,608,012.45		5,712,241.06
040104QN4		4,369,066.86		-		4,369,066.86		4,328,678.79		(40,388.07)		4,328,678.79		3,590,532.48
05946XYP2		1,209,333.00		-		1,209,333.00		1,174,538.24		(34,794.76)		1,174,538.24		712,239.44
05949AHG8		5,673,610.00		-		5,673,610.00		5,542,818.30		(130,791.70)		5,542,818.30		5,513,028.70
05949ALH1		2,690,654.41		-		2,690,654.41		2,629,721.17		(60,933.24)		2,629,721.17		2,547,139.95
05949AZG8		2,070,443.86		-		2,070,443.86		2,034,655.86		(35,788.00)		2,034,655.86		2,055,226.03
05950DAA8		11,626,583.47		-		11,626,583.47		11,290,314.75		(336,268.72)		11,290,314.75		9,332,578.42
05950HAA9		23,693,004.00		-		23,693,004.00		23,141,186.59		(551,817.41)		23,141,186.59		21,985,696.99
06050HKY3		9,503.64		-		9,503.64		7,749.13		(1,754.51)		7,749.13		107,180.90
06652DAA7		7,169,884.57		-		7,169,884.57		7,081,292.54		(88,592.03)		7,081,292.54		4,403,738.16
07384MS60		2,767,075.46		-		2,767,075.46		2,744,790.96		(22,284.50)		2,744,790.96		2,468,965.02
07384YPP5		1,439,498.04		-		1,439,498.04		1,427,416.79		(12,081.25)		1,427,416.79		994,511.08
073854AB7		14,547,536.61		-		14,547,536.61		14,547,268.23		(268.38)		14,547,268.23		9,593,662.37
07386HCM1		410,475.68		-		410,475.68		410,433.82		(41.86)		410,433.82		717,764.47
07386HMB4		2,206,212.41		-		2,206,212.41		2,145,816.24		(60,396.17)		2,145,816.24		2,086,610.95
07386HNQ0		1,169,143.68		-		1,169,143.68		1,138,098.65		(31,045.03)		1,138,098.65		1,120,711.53
07386HSP7		6,077,267.22		-		6,077,267.22		6,034,343.44		(42,923.78)		6,034,343.44		4,050,313.56
073879QF8		780,701.59		-		780,701.59		693,663.03		(87,038.56)		693,663.03		738,464.62
07820QAY1		16,108,296.95		-		16,108,296.95		15,376,997.11		(731,299.84)		15,376,997.11		11,890,461.34
12667FBJ3		2,103,346.28		-		2,103,346.28		2,024,597.73		(78,748.55)		2,024,597.73		1,854,457.95
12667GCB7		1,195,371.77		-		1,195,371.77		1,191,200.19		(4,171.58)		1,191,200.19		1,004,191.24
12667GME0		17,325,071.43		-		17,325,071.43		16,991,998.09		(333,073.34)		16,991,998.09		9,680,970.89
12667GR62		10,640,126.93		-		10,640,126.93		10,486,910.78		(153,216.15)		10,486,910.78		7,620,818.74
12667GRW5		629,260.22		-		629,260.22		572,770.13		(56,490.09)		572,770.13		381,768.44

FF-135

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
12667GS20	$	14,572,605.05	$	-	$	14,572,605.05	$	14,373,064.89	$	(199,540.16)	$	14,373,064.89	$	8,512,118.07
12667GWF6		8,897,691.57		-		8,897,691.57		8,517,914.13		(379,777.44)		8,517,914.13		4,272,853.01
12667GYX5		1,082,911.40		-		1,082,911.40		1,077,219.96		(5,691.44)		1,077,219.96		1,123,147.89
12668A4B8		15,533,914.88		-		15,533,914.88		15,474,216.29		(59,698.59)		15,474,216.29		8,802,192.78
12668ACG8		4,356,285.62		-		4,356,285.62		4,309,198.33		(47,087.29)		4,309,198.33		3,763,154.21
12668ACY9		868,763.35		-		868,763.35		867,274.80		(1,488.55)		867,274.80		683,676.64
12668ACZ6		3,947,481.62		-		3,947,481.62		3,886,617.25		(60,864.37)		3,886,617.25		2,443,991.14
12668AEV3		12,695,114.86		-		12,695,114.86		12,478,946.20		(216,168.66)		12,478,946.20		8,251,505.28
12668AGW9		3,107,369.65		-		3,107,369.65		3,101,153.13		(6,216.52)		3,101,153.13		2,597,850.08
12668AVP7		7,795,129.40		-		7,795,129.40		7,710,857.18		(84,272.22)		7,710,857.18		5,193,835.03
12668BB77		25,925,996.12		-		25,925,996.12		25,497,768.88		(428,227.24)		25,497,768.88		15,727,296.84
126694YM4		3,515,131.96		-		3,515,131.96		3,471,228.69		(43,903.27)		3,471,228.69		2,117,464.43
12669B3B6		68,214.25		-		68,214.25		66,602.80		(1,611.45)		66,602.80		51,400.25
12669D3C0		453,249.42		-		453,249.42		353,922.19		(99,327.23)		353,922.19		263,386.11
12669EH33		215,121.06		-		215,121.06		210,774.42		(4,346.64)		210,774.42		201,438.70
12669FKR3		279,676.82		-		279,676.82		277,047.74		(2,629.08)		277,047.74		301,602.52
12669FW82		1,169,473.44		-		1,169,473.44		1,146,440.40		(23,033.04)		1,146,440.40		827,311.10
12669FXR9		514,806.49		-		514,806.49		501,446.89		(13,359.60)		501,446.89		386,818.82
12669GKH3		13,531,928.86		-		13,531,928.86		13,130,558.67		(401,370.19)		13,130,558.67		9,553,324.53
12669GMS7		265,714.32		-		265,714.32		254,490.25		(11,224.07)		254,490.25		164,688.31
12669GRM5		3,116,727.52		-		3,116,727.52		3,005,357.24		(111,370.28)		3,005,357.24		1,846,875.23
12669GRQ6		8,208,780.53		-		8,208,780.53		7,895,004.10		(313,776.43)		7,895,004.10		5,315,178.31
12669GTV3		406,174.77		-		406,174.77		397,648.68		(8,526.09)		397,648.68		237,224.62
12669GUR0		3,897,655.17		-		3,897,655.17		3,790,370.36		(107,284.81)		3,790,370.36		2,290,779.49
12669GXW6		351,507.25		-		351,507.25		242,202.43		(109,304.82)		242,202.43		302,225.04
17307G3D8		(2,831.79)		-		(2,831.79)		136,992.27		139,824.06		136,992.27		560,952.38
17307GH76		169,958.43		-		169,958.43		169,980.47		22.04		169,980.47		272,520.48
17307GMQ8		5,854,785.11		-		5,854,785.11		5,610,286.82		(244,498.29)		5,610,286.82		5,720,968.02
17307GN79		9,961.84		-		9,961.84		9,740.23		(221.61)		9,740.23		21.27
17307GYD4		2,163,091.47		-		2,163,091.47		2,117,675.19		(45,416.28)		2,117,675.19		2,012,594.06
17309QAM6		2,231.78		-		2,231.78		2,045.33		(186.45)		2,045.33		8,518.50
22540V3F7		614,939.20		-		614,939.20		642,839.28		27,900.08		642,839.28		802,463.44
22540VGA4		1,141,469.95		-		1,141,469.95		1,031,537.18		(109,932.77)		1,031,537.18		985,574.79
22541NFL8		4,185,481.58		-		4,185,481.58		4,238,604.97		53,123.39		4,238,604.97		4,604,142.07
22541NUB3		1,133,961.51		-		1,133,961.51		1,081,132.81		(52,828.70)		1,081,132.81		1,568,255.10
22541Q4M1		174,571.43		-		174,571.43		174,967.62		396.19		174,967.62		635,650.80
22541QA44		798,759.12		-		798,759.12		517,358.63		(281,400.49)		517,358.63		519,951.58
22541QDA7		352,039.95		-		352,039.95		356,009.77		3,969.82		356,009.77		482,452.65
22541QFK3		130,407.84		-		130,407.84		132,038.88		1,631.04		132,038.88		270,560.57
22541QQR6		382,964.24		-		382,964.24		272,985.26		(109,978.98)		272,985.26		358,824.15
22541SJV1		1,057,682.99		-		1,057,682.99		1,018,477.92		(39,205.07)		1,018,477.92		1,096,086.72
225458RG5		1,992.31		-		1,992.31		312.85		(1,679.46)		312.85		61,487.86
225458UJ5		6,787,545.89		-		6,787,545.89		6,604,453.51		(183,092.38)		6,604,453.51		6,380,656.44
23245QAA7		2,439,694.46		-		2,439,694.46		2,401,175.93		(38,518.53)		2,401,175.93		1,513,637.22
23332UAC8		5,024,072.52		-		5,024,072.52		4,976,576.38		(47,496.14)		4,976,576.38		3,944,809.11
23332UAR5		9,032,091.21		-		9,032,091.21		8,941,930.52		(90,160.69)		8,941,930.52		6,452,561.01
23332UAS3		129,042.66		-		129,042.66		119,917.67		(9,124.99)		119,917.67		85,819.11
23332UBV5		5,973,723.07		-		5,973,723.07		5,899,242.77		(74,480.30)		5,899,242.77		3,415,484.67
23332UBW3		337,464.82		-		337,464.82		318,124.29		(19,340.53)		318,124.29		234,381.54
23332UCM4		576,823.93		-		576,823.93		570,846.02		(5,977.91)		570,846.02		370,446.09
23332UDU5		20,204,339.08		-		20,204,339.08		20,006,668.76		(197,670.32)		20,006,668.76		12,335,262.11
251510FB4		6,701,660.92		-		6,701,660.92		6,315,048.92		(386,612.00)		6,315,048.92		5,193,498.11
251510NB5		4,751,223.62		-		4,751,223.62		4,725,815.34		(25,408.28)		4,725,815.34		3,660,819.35

FF-136

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
251510NC3	$	13,316,951.71	$	-	$	13,316,951.71	$	13,093,212.80	$	(223,738.91)	$	13,093,212.80	$	3,319,842.40
25151AAA9		5,678,742.53		-		5,678,742.53		5,510,894.90		(167,847.63)		5,510,894.90		3,340,211.88
30251YAB4		8,679,088.82		-		8,679,088.82		8,561,752.38		(117,336.44)		8,561,752.38		6,544,203.63
318340AB2		715,302.51		-		715,302.51		655,084.75		(60,217.76)		655,084.75		446,529.20
32051DCK6		513,662.86		-		513,662.86		510,570.16		(3,092.70)		510,570.16		513,940.90
32056CAH2		16,767,750.62		-		16,767,750.62		16,353,102.24		(414,648.38)		16,353,102.24		14,579,877.39
36185NXT2		812,739.52		-		812,739.52		724,971.02		(87,768.50)		724,971.02		517,197.87
36228FWU6		694,852.71		-		694,852.71		749,918.41		55,065.70		749,918.41		791,443.30
362341XE4		21,136,351.60		-		21,136,351.60		20,955,566.63		(180,784.97)		20,955,566.63		19,996,964.12
36242DBJ1		3,170,252.21		-		3,170,252.21		3,172,205.57		1,953.36		3,172,205.57		3,239,843.01
36242DBZ5		221,127.41		-		221,127.41		220,508.65		(618.76)		220,508.65		384,723.37
36242DGA5		26,686.51		-		26,686.51		25,556.13		(1,130.38)		25,556.13		65,810.87
362480AD7		15,306,913.54		-		15,306,913.54		14,574,735.22		(732,178.32)		14,574,735.22		7,560,686.39
39538RAB5		11,224,577.04		-		11,224,577.04		11,122,756.39		(101,820.65)		11,122,756.39		6,722,573.82
39538RBB4		12,902,584.04		-		12,902,584.04		12,756,707.71		(145,876.33)		12,756,707.71		7,503,703.19
39538WFH6		10,533,879.56		-		10,533,879.56		10,524,374.24		(9,505.32)		10,524,374.24		5,655,248.05
40431KAA8		121,802.54		-		121,802.54		114,791.99		(7,010.55)		114,791.99		111,007.64
41161PA86		1,742,333.74		-		1,742,333.74		1,710,310.67		(32,023.07)		1,710,310.67		1,468,274.23
41161PFR9		1,245,597.66		-		1,245,597.66		1,220,998.45		(24,599.21)		1,220,998.45		910,061.29
41161PHC0		7,878,255.67		-		7,878,255.67		7,809,346.73		(68,908.94)		7,809,346.73		5,473,551.13
41161PHU0		7,500,110.99		-		7,500,110.99		7,320,065.85		(180,045.14)		7,320,065.85		5,172,272.42
41161PKH5		592,949.88		-		592,949.88		569,082.74		(23,867.14)		569,082.74		358,108.55
41161PL43		20,595,562.12		-		20,595,562.12		19,672,347.51		(923,214.61)		19,672,347.51		12,528,065.18
41161PLR2		12,836,963.57		-		12,836,963.57		12,695,687.26		(141,276.31)		12,695,687.26		7,998,693.58
41161PMG5		15,744,794.38		-		15,744,794.38		15,582,186.39		(162,607.99)		15,582,186.39		10,014,326.46
41161PQU0		13,504,506.01		-		13,504,506.01		13,332,870.43		(171,635.58)		13,332,870.43		8,314,454.20
41161PTN3		2,260,140.25		-		2,260,140.25		2,212,892.84		(47,247.41)		2,212,892.84		1,368,737.99
41161PTP8		680,197.69		-		680,197.69		598,977.79		(81,219.90)		598,977.79		457,820.41
41161PWB5		7,354,902.36		-		7,354,902.36		7,268,594.83		(86,307.53)		7,268,594.83		4,269,594.44
41161PXH1		776,649.84		-		776,649.84		766,983.13		(9,666.71)		766,983.13		482,256.96
43739EAP2		19,692,319.83		-		19,692,319.83		19,508,136.31		(184,183.52)		19,508,136.31		13,873,164.06
43739EBJ5		9,184,578.52		-		9,184,578.52		9,114,977.67		(69,600.85)		9,114,977.67		6,852,275.05
43739EBS5		9,143,774.50		-		9,143,774.50		9,082,906.22		(60,868.28)		9,082,906.22		7,705,855.81
45254NHV2		332,389.41		-		332,389.41		313,830.68		(18,558.73)		313,830.68		265,469.93
45254NJG3		1,377,791.28		-		1,377,791.28		1,354,996.46		(22,794.82)		1,354,996.46		1,129,754.73
45254NJP3		152,018.01		-		152,018.01		140,003.86		(12,014.15)		140,003.86		129,263.01
45254NJV0		995,748.62		-		995,748.62		988,034.44		(7,714.18)		988,034.44		756,422.83
45254NJX6		216,997.26		-		216,997.26		216,470.47		(526.79)		216,470.47		258,370.87
45254NKA4		288,007.59		-		288,007.59		283,824.85		(4,182.74)		283,824.85		397,161.74
45254NKD8		4,163,419.14		-		4,163,419.14		4,127,893.53		(35,525.61)		4,127,893.53		3,969,187.94
45254NKF3		5,292,740.94		-		5,292,740.94		5,242,219.68		(50,521.26)		5,242,219.68		3,773,830.28
45254NKX4		6,353,961.96		-		6,353,961.96		6,306,017.08		(47,944.88)		6,306,017.08		4,304,014.72
45254NNP8		13,266,078.73		-		13,266,078.73		13,152,113.39		(113,965.34)		13,152,113.39		9,503,832.30
45254NPA9		15,520,191.56		-		15,520,191.56		15,475,441.54		(44,750.02)		15,475,441.54		12,262,190.30
45254NPG6		996,338.48		-		996,338.48		905,927.98		(90,410.50)		905,927.98		793,927.97
45254NPU5		5,533,130.64		-		5,533,130.64		5,491,689.68		(41,440.96)		5,491,689.68		3,980,838.30
45254TMK7		56,050.75		-		56,050.75		37,555.51		(18,495.24)		37,555.51		53,697.02
45254TRX4		353,067.87		-		353,067.87		343,129.92		(9,937.95)		343,129.92		231,170.18
45254TSM7		4,367,917.64		-		4,367,917.64		4,328,472.29		(39,445.35)		4,328,472.29		2,567,817.37
45660LCN7		5,472,177.70		-		5,472,177.70		5,390,194.71		(81,982.99)		5,390,194.71		3,620,366.97
45660LKW8		25,766,539.07		-		25,766,539.07		25,517,687.60		(248,851.47)		25,517,687.60		16,653,183.47
45660LW96		3,742,859.43		-		3,742,859.43		3,616,865.10		(125,994.33)		3,616,865.10		1,821,127.78
45660LWD7		3,092,990.17		-		3,092,990.17		3,063,168.12		(29,822.05)		3,063,168.12		3,064,126.77

FF-137

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
45660LY94	$	710,081.02	$	-	$	710,081.02	$	664,588.51	$	(45,492.51	)	$	664,588.51	$	436,301.78
45660LYW3		4,338,757.38		-		4,338,757.38		4,137,427.14		(201,330.24	)		4,137,427.14		2,358,974.34
45660N2J3		4,759,368.30		-		4,759,368.30		4,704,783.71		(54,584.59	)		4,704,783.71		3,829,197.67
45660N5H4		5,740,656.83		-		5,740,656.83		5,660,656.62		(80,000.21	)		5,660,656.62		3,872,076.18
45660NQ24		2,238,734.56		-		2,238,734.56		2,225,202.60		(13,531.96	)		2,225,202.60		2,147,664.58
45660NRB3		873,931.14		-		873,931.14		733,712.66		(140,218.48	)		733,712.66		557,496.77
45660NS30		2,399,798.33		-		2,399,798.33		2,342,587.50		(57,210.83	)		2,342,587.50		1,564,347.79
45660NT88		81,305.41		-		81,305.41		79,756.60		(1,548.81	)		79,756.60		59,909.07
45660NT96		2,428,975.11		-		2,428,975.11		2,394,834.90		(34,140.21	)		2,394,834.90		2,121,465.65
456612AC4		17,568,383.14		-		17,568,383.14		17,378,177.11		(190,206.03	)		17,378,177.11		9,481,062.69
45664BAE7		1,352.25		-		1,352.25		61.25		(1,291.00	)		61.25		12,563.89
45667WAA6		4,792,234.28		-		4,792,234.28		4,754,531.33		(37,702.95	)		4,754,531.33		3,691,509.88
466247UG6		2,713,861.54		-		2,713,861.54		2,600,556.10		(113,305.44	)		2,600,556.10		2,415,145.39
466247XE8		6,758,424.68		-		6,758,424.68		6,634,885.67		(123,539.01	)		6,634,885.67		4,638,042.23
46627MBQ9		12,706,165.18		-		12,706,165.18		12,614,172.88		(91,992.30	)		12,614,172.88		8,982,476.80
46627MCS4		7,769,242.62		-		7,769,242.62		7,627,593.60		(141,649.02	)		7,627,593.60		5,761,375.34
46629QAR7		108.28		-		108.28		21.19		(87.09	)		21.19		3,762.27
52520MFT5		18,990.36		-		18,990.36		16,017.61		(2,972.75	)		16,017.61		127,323.98
525221EN3		13,613,792.66		-		13,613,792.66		13,586,358.28		(27,434.38	)		13,586,358.28		6,517,575.94
525221JA6		20,387.82		-		20,387.82		19,195.43		(1,192.39	)		19,195.43		133,769.18
52524YAF0		12,812,995.87		-		12,812,995.87		12,472,987.24		(340,008.63	)		12,472,987.24		7,314,315.40
550279AA1		4,989,982.47		-		4,989,982.47		4,931,695.78		(58,286.69	)		4,931,695.78		3,370,346.43
55027BAA6		15,758,456.37		-		15,758,456.37		15,758,002.47		(453.90	)		15,758,002.47		8,858,836.88
576433FP6		484,938.56		-		484,938.56		233,015.00		(251,923.56	)		233,015.00		198,404.69
576433G42		9,235,387.92		-		9,235,387.92		9,132,279.58		(103,108.34	)		9,132,279.58		5,528,038.04
576433GW0		756,607.16		-		756,607.16		756,626.07		18.91			756,626.07		569,739.39
576433H33		5,052,309.49		-		5,052,309.49		4,998,219.91		(54,089.58	)		4,998,219.91		4,077,712.18
576433NH5		1,747,988.73		-		1,747,988.73		1,715,411.82		(32,576.91	)		1,715,411.82		1,402,150.68
576433RB4		291,347.44		-		291,347.44		291,445.42		97.98			291,445.42		216,017.14
576433YN0		1,243,677.58		-		1,243,677.58		1,219,560.07		(24,117.51	)		1,219,560.07		786,894.23
576438AA3		3,837,541.95		-		3,837,541.95		3,741,135.74		(96,406.21	)		3,741,135.74		3,178,843.42
576444AA1		1,501.36		-		1,501.36		532.47		(968.89	)		532.47		-
5899293W6		629,606.67		-		629,606.67		610,744.13		(18,862.54	)		610,744.13		903,352.32
589929E87		1,076,462.57		-		1,076,462.57		957,260.99		(119,201.58	)		957,260.99		812,066.15
589929P69		257,235.55		-		257,235.55		281,204.89		23,969.34			281,204.89		399,641.63
589929X29		5,242,391.81		-		5,242,391.81		5,145,423.76		(96,968.05	)		5,145,423.76		3,534,393.46
59020UQ40		1,299,053.15		-		1,299,053.15		1,281,103.74		(17,949.41	)		1,281,103.74		957,851.97
59020UTL9		659,152.21		-		659,152.21		290,313.25		(368,838.96	)		290,313.25		556,662.95
59020UXN0		94,656.80		-		94,656.80		94,491.32		(165.48	)		94,491.32		249,777.75
59024WAF4		370,606.61		-		370,606.61		239,976.03		(130,630.58	)		239,976.03		32,558.89
61915RAZ9		5,233.73		-		5,233.73		3,499.48		(1,734.25	)		3,499.48		2,995.16
61915RBB1		7,459,436.65		-		7,459,436.65		7,370,236.70		(89,199.95	)		7,370,236.70		4,686,101.70
61915RBZ8		910,109.87		-		910,109.87		884,772.79		(25,337.08	)		884,772.79		535,030.15
65535VSQ2		919.60		-		919.60		75.11		(844.49	)		75.11		1,239.35
65537BAG5		18,623.82		-		18,623.82		17,461.96		(1,161.86	)		17,461.96		68,104.61
65538DAA3		3,462,554.95		-		3,462,554.95		3,368,116.41		(94,438.54	)		3,368,116.41		2,437,872.57
68383NCA9		25,614,186.91		-		25,614,186.91		25,401,151.38		(213,035.53	)		25,401,151.38		18,328,435.72
68383NCU5		9,697,732.73		-		9,697,732.73		9,616,220.52		(81,512.21	)		9,616,220.52		6,663,549.29
68383NDT7		9,435,478.24		-		9,435,478.24		9,327,338.77		(108,139.47	)		9,327,338.77		5,357,974.25
68389FBW3		30,268.83		-		30,268.83		30,006.94		(261.89	)		30,006.94		26,585.98
68402CAC8		690,402.51		-		690,402.51		650,151.19		(40,251.32	)		650,151.19		576,733.55
74927WAM6		21,742.29		-		21,742.29		438.25		(21,304.04	)		438.25		5,999.54
74927XAM4		10,961.59		-		10,961.59		4,965.82		(5,995.77	)		4,965.82		93.76

FF-138

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment			Cumulative Adjustment		Amortized Cost before OTTI			Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
76110GUG4	$	2,151,906.35		$	-	$	2,151,906.35		$	2,011,776.12	$	(140,130.23	)	$	2,011,776.12	$	1,477,484.29
76110GV40		3,511,988.44			-		3,511,988.44			3,458,157.55		(53,830.89	)		3,458,157.55		3,144,514.14
76110GVT5		2,608,281.37			-		2,608,281.37			2,544,862.98		(63,418.39	)		2,544,862.98		2,171,794.50
76110GWG2		1,904,669.72			-		1,904,669.72			1,846,585.94		(58,083.78	)		1,846,585.94		1,480,379.93
76110GZR5		2,830,733.67			-		2,830,733.67			2,727,172.57		(103,561.10	)		2,727,172.57		2,619,340.44
76110H4M8		173,901.94			-		173,901.94			178,199.70		4,297.76			178,199.70		226,198.30
76110HKX6		1,815,623.06			-		1,815,623.06			1,815,565.60		(57.46	)		1,815,565.60		4,375,134.46
76110HKY4		96,706.90			-		96,706.90			107,840.00		11,133.10			107,840.00		456,938.64
761118FM5		10,258,764.81			-		10,258,764.81			10,107,369.93		(151,394.88	)		10,107,369.93		8,649,658.14
761118KU1		7,864,281.28			-		7,864,281.28			7,763,351.40		(100,929.88	)		7,763,351.40		4,722,642.75
761118NN4		10,865,451.55			-		10,865,451.55			10,713,286.05		(152,165.50	)		10,713,286.05		6,664,737.32
761118RJ9		512,042.11			-		512,042.11			500,603.65		(11,438.46	)		500,603.65		289,932.97
761118RM2		22,478,465.29			-		22,478,465.29			22,126,529.15		(351,936.14	)		22,126,529.15		12,932,212.80
79549AYA1		1,391,036.96			-		1,391,036.96			1,237,797.08		(153,239.88	)		1,237,797.08		771,127.21
79549AYB9		103,695.13			-		103,695.13			76,467.80		(27,227.33	)		76,467.80		96,547.72
81744FJH1		280,763.95			-		280,763.95			278,042.85		(2,721.10	)		278,042.85		186,558.02
863579DV7		861,077.80			-		861,077.80			502,212.89		(358,864.91	)		502,212.89		223,282.96
863579KG2		3,564,434.40			-		3,564,434.40			3,458,836.41		(105,597.99	)		3,458,836.41		2,675,888.50
863579YR3		8,639,569.03			-		8,639,569.03			8,548,863.56		(90,705.47	)		8,548,863.56		5,886,140.24
86358HRL5		32,228.03			-		32,228.03			-		(32,228.03	)		-		28,814.20
86358R3Q8		1,431,054.34			-		1,431,054.34			1,403,225.73		(27,828.61	)		1,403,225.73		898,259.61
86358RA49		985,023.73			-		985,023.73			638,664.85		(346,358.88	)		638,664.85		989,895.09
86358RLG0		176,593.47			-		176,593.47			39,864.17		(136,729.30	)		39,864.17		135,590.97
86358RM46		418,806.87			-		418,806.87			350,865.15		(67,941.72	)		350,865.15		136,985.95
86358RUM7		109,155.89			-		109,155.89			93,865.83		(15,290.06	)		93,865.83		79,356.52
86358RUQ8		141,196.42			-		141,196.42			139,671.99		(1,524.43	)		139,671.99		85,808.64
86359A5E9		264,596.43			-		264,596.43			263,564.52		(1,031.91	)		263,564.52		216,159.86
86359ACD3		656,126.25			-		656,126.25			507,121.72		(149,004.53	)		507,121.72		551,710.52
86359ADN0		1,073,524.85			-		1,073,524.85			774,365.98		(299,158.87	)		774,365.98		730,270.87
86359AEH2		141,366.63			-		141,366.63			41,550.70		(99,815.93	)		41,550.70		31,541.10
86359AHD8		452,608.99			-		452,608.99			443,236.83		(9,372.16	)		443,236.83		339,586.43
86359AKY8		(10,547.00	)		-		(10,547.00	)		5,660.13		16,207.13			5,660.13		46,426.05
86359ANH2		1,458,172.13			-		1,458,172.13			1,432,403.29		(25,768.84	)		1,432,403.29		1,725,769.10
86359AVY6		224,533.64			-		224,533.64			231,803.87		7,270.23			231,803.87		293,709.37
86359AXX6		1,066,811.06			-		1,066,811.06			1,134,333.93		67,522.87			1,134,333.93		1,542,683.19
86359AZE6		492,100.17			-		492,100.17			491,564.45		(535.72	)		491,564.45		627,247.04
86359BLB5		1,494,987.65			-		1,494,987.65			1,451,142.79		(43,844.86	)		1,451,142.79		1,346,410.99
86359LSM2		1,680,803.11			-		1,680,803.11			1,664,068.93		(16,734.18	)		1,664,068.93		1,050,640.78
86360JAA9		12,930,329.94			-		12,930,329.94			12,800,678.74		(129,651.20	)		12,800,678.74		7,004,562.45
86360JAN1		4,713,165.48			-		4,713,165.48			4,014,642.52		(698,522.96	)		4,014,642.52		2,573,367.08
86363DAA9		11,413,218.57			-		11,413,218.57			11,310,432.42		(102,786.15	)		11,310,432.42		7,023,081.39
885220FS7		8,572,565.34			-		8,572,565.34			8,438,322.89		(134,242.45	)		8,438,322.89		7,843,984.83
929093AA0		1,252,834.30			-		1,252,834.30			935,033.68		(317,800.62	)		935,033.68		338,058.07
929227EN2		213,179.95			-		213,179.95			179,569.89		(33,610.06	)		179,569.89		186,736.90
92922F3L0		53,334,252.88			-		53,334,252.88			51,423,138.33		(1,911,114.55	)		51,423,138.33		51,115,436.62
92922F4M7		4,958,037.02			-		4,958,037.02			4,916,637.79		(41,399.23	)		4,916,637.79		3,817,204.07
92922F5T1		8,484,809.52			-		8,484,809.52			8,411,301.43		(73,508.09	)		8,411,301.43		6,360,568.93
92922F7A0		1,420,576.36			-		1,420,576.36			808,359.63		(612,216.73	)		808,359.63		1,144,308.11
92922F7Q5		11,030,151.81			-		11,030,151.81			10,921,009.73		(109,142.08	)		10,921,009.73		8,015,966.71
92922FB72		1,382,053.83			-		1,382,053.83			1,369,454.62		(12,599.21	)		1,369,454.62		906,685.01
92922FG77		12,404,165.49			-		12,404,165.49			11,857,723.25		(546,442.24	)		11,857,723.25		11,581,387.02
92922FQ76		232,385.69			-		232,385.69			232,416.43		30.74			232,416.43		283,408.59
92922FTJ7		1,524,747.41			-		1,524,747.41			1,465,394.68		(59,352.73	)		1,465,394.68		1,163,810.77

FF-139

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
92922FW61	$	1,157,312.43	$	-	$	1,157,312.43	$	894,487.71	$	(262,824.72)	$	894,487.71	$	902,785.82
92922FWU8		4,575,811.82		-		4,575,811.82		4,488,437.15		(87,374.67)		4,488,437.15		3,857,829.43
92922FZF8		9,673,825.63		-		9,673,825.63		9,580,940.89		(92,884.74)		9,580,940.89		7,449,739.94
92925CBB7		4,956,363.66		-		4,956,363.66		4,911,005.27		(45,358.39)		4,911,005.27		3,398,387.13
939336PT4		14,209.95		-		14,209.95		16,868.38		2,658.43		16,868.38		112,136.25
939336U35		1,637,266.69		-		1,637,266.69		1,635,985.00		(1,281.69)		1,635,985.00		1,882,267.13
939336X65		12,911,420.23		-		12,911,420.23		12,785,497.61		(125,922.62)		12,785,497.61		10,330,075.25
939336Z48		4,607,693.45		-		4,607,693.45		4,598,787.92		(8,905.53)		4,598,787.92		4,206,622.82
93934FHC9		10,118,393.98		-		10,118,393.98		9,981,069.16		(137,324.82)		9,981,069.16		5,938,722.60
93934FJQ6		18,919,093.45		-		18,919,093.45		18,636,019.20		(283,074.25)		18,636,019.20		11,053,573.31
94981VAX5		1,102,785.13		-		1,102,785.13		1,100,448.27		(2,336.86)		1,100,448.27		1,126,312.93
94983CAJ6		19,370,475.51		-		19,370,475.51		19,266,207.62		(104,267.89)		19,266,207.62		19,366,567.05
94983TAE0		11,848,927.60		-		11,848,927.60		11,491,471.25		(357,456.35)		11,491,471.25		11,104,839.58
94983YAQ2		4,828,398.16		-		4,828,398.16		4,713,842.64		(114,555.52)		4,713,842.64		4,387,123.87
94985JAG5		18,581,530.31		-		18,581,530.31		18,550,313.82		(31,216.49)		18,550,313.82		16,633,773.80
Totals	$	1,362,887,892.31	$	-	$	1,362,887,892.31	$	1,335,628,211.52	$	(27,259,680.79)	$	1,335,628,211.52	$	975,241,505.93
The following is the impairment listing for loan-backed securities for the three months ended March 31, 2010:
CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI		Amortized Cost after OTTI		Fair Value
007036FB7	$	2,453,688.48	$	-	$	2,453,688.48	$	534,425.13	$	(1,919,263.35)	$	534,425.13	$	349,508.39
007036FY7		24,525.31		-		24,525.31		16,981.28		(7,544.03)		16,981.28		16,756.74
007036GB6		452,415.25		-		452,415.25		302,370.50		(150,044.75)		302,370.50		325,127.38
02639MAK2		18,335,555.90		-		18,335,555.90		17,087,910.65		(1,247,645.25)		17,087,910.65		14,669,129.10
02660TBF9		1,933,645.37		-		1,933,645.37		610,617.59		(1,323,027.78)		610,617.59		1,427,102.41
02660TGN7		9,518,822.57		-		9,518,822.57		9,515,580.70		(3,241.87)		9,515,580.70		5,931,888.65
02660WAC0		19,504,543.37		-		19,504,543.37		19,015,978.26		(488,565.11)		19,015,978.26		11,965,232.87
02660XAD6		14,546,896.60		-		14,546,896.60		14,122,596.11		(424,300.49)		14,122,596.11		9,346,561.00
040104QN4		4,868,078.45		-		4,868,078.45		4,749,280.59		(118,797.86)		4,749,280.59		4,159,964.26
05946XYP2		1,263,430.72		-		1,263,430.72		1,241,498.36		(21,932.36)		1,241,498.36		740,046.66
05948JAA0		377,018.03		-		377,018.03		371,560.85		(5,457.18)		371,560.85		285,985.91
05949AHG8		5,864,012.59		-		5,864,012.59		5,792,053.62		(71,958.97)		5,792,053.62		5,548,665.42
05949ALH1		2,788,640.95		-		2,788,640.95		2,767,067.21		(21,573.74)		2,767,067.21		2,708,085.34
05949AZG8		2,250,828.83		-		2,250,828.83		2,139,506.99		(111,321.84)		2,139,506.99		2,104,144.70
05950DAA8		12,137,989.08		-		12,137,989.08		11,873,752.53		(264,236.55)		11,873,752.53		9,716,423.19
05950HAA9		24,333,569.53		-		24,333,569.53		24,069,760.37		(263,809.16)		24,069,760.37		22,103,331.00
06050HKX5		726,208.27		-		726,208.27		638,679.73		(87,528.54)		638,679.73		355,148.77
06050HKY3		291,082.57		-		291,082.57		11,643.40		(279,439.17)		11,643.40		92,176.41
06652DAA7		7,594,959.54		-		7,594,959.54		7,271,154.06		(323,805.48)		7,271,154.06		4,475,435.31
07384MS60		2,967,228.97		-		2,967,228.97		2,953,642.19		(13,586.78)		2,953,642.19		2,753,314.06
07384MSP8		652,279.17		-		652,279.17		249,054.64		(403,224.53)		249,054.64		458,090.20
07384YPP5		3,540,444.57		-		3,540,444.57		1,602,667.70		(1,937,776.87)		1,602,667.70		1,002,156.71
073854AB7		15,781,621.86		-		15,781,621.86		13,982,208.45		(1,799,413.41)		13,982,208.45		9,659,937.28
07386HCM1		1,057,528.53		-		1,057,528.53		420,552.03		(636,976.50)		420,552.03		707,317.87
07386HMB4		2,544,819.91		-		2,544,819.91		2,399,703.53		(145,116.38)		2,399,703.53		2,223,400.41
07386HSP7		6,373,744.64		-		6,373,744.64		6,231,520.21		(142,224.43)		6,231,520.21		4,264,113.53
073879QF8		1,052,690.23		-		1,052,690.23		810,912.07		(241,778.16)		810,912.07		616,584.28
073879Z92		11,621,639.60		-		11,621,639.60		9,616,279.93		(2,005,359.67)		9,616,279.93		4,585,041.57
07820QAY1		17,270,978.53		-		17,270,978.53		16,334,265.50		(936,713.03)		16,334,265.50		12,391,361.40

FF-140

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
078446AB7	$	158,000.00	$	-	$	158,000.00	$	135,000.00	$	(23,000.00	)	$	135,000.00	$	135,000.00
12479DAC2		14,814,472.13		-		14,814,472.13		10,481,540.76		(4,332,931.37	)		10,481,540.76		12,623,166.27
12629EAK1		3,305.17		-		3,305.17		1,855.03		(1,450.14	)		1,855.03		16,321.24
12638PAL3		85.45		-		85.45		55.07		(30.38	)		55.07		245.24
12667FUL7		765,016.22		-		765,016.22		374,418.18		(390,598.04	)		374,418.18		282,015.42
12667GCB7		1,247,773.59		-		1,247,773.59		1,244,766.76		(3,006.83	)		1,244,766.76		1,006,637.33
12667GME0		17,856,951.29		-		17,856,951.29		17,358,021.50		(498,929.79	)		17,358,021.50		10,010,579.82
12667GR62		11,553,888.87		-		11,553,888.87		11,077,060.04		(476,828.83	)		11,077,060.04		7,783,552.02
12667GRW5		752,425.95		-		752,425.95		638,937.01		(113,488.94	)		638,937.01		393,389.01
12667GS20		14,984,870.18		-		14,984,870.18		14,603,479.12		(381,391.06	)		14,603,479.12		8,473,996.90
12667GWF6		9,314,884.23		-		9,314,884.23		8,899,557.04		(415,327.19	)		8,899,557.04		4,449,607.75
12667GYX5		1,178,006.28		-		1,178,006.28		1,148,664.89		(29,341.39	)		1,148,664.89		1,172,667.48
12668A3V5		5,302.70		-		5,302.70		3,250.28		(2,052.42	)		3,250.28		31,126.84
12668ACG8		4,562,252.57		-		4,562,252.57		4,428,668.32		(133,584.25	)		4,428,668.32		3,839,846.65
12668ACY9		930,532.21		-		930,532.21		918,663.59		(11,868.62	)		918,663.59		725,290.39
12668ACZ6		3,972,862.43		-		3,972,862.43		3,957,478.64		(15,383.79	)		3,957,478.64		2,521,691.24
12668AEV3		12,945,842.36		-		12,945,842.36		12,690,145.00		(255,697.36	)		12,690,145.00		7,663,002.82
12668AGW9		3,165,426.49		-		3,165,426.49		3,150,569.66		(14,856.83	)		3,150,569.66		2,826,591.59
12668AVP7		8,140,249.88		-		8,140,249.88		8,083,319.57		(56,930.31	)		8,083,319.57		5,455,786.21
12668BDR1		7,725.61		-		7,725.61		6,239.02		(1,486.59	)		6,239.02		53,236.48
126694F86		1,138.45		-		1,138.45		142.31		(996.14	)		142.31		13,742.52
126694P36		769.13		-		769.13		744.38		(24.75	)		744.38		11,289.62
126694YM4		3,648,371.76		-		3,648,371.76		3,622,223.00		(26,148.76	)		3,622,223.00		2,047,117.51
126694YW2		2,948.00		-		2,948.00		2,380.73		(567.27	)		2,380.73		264,800.08
126694ZD3		1,177.20		-		1,177.20		993.39		(183.81	)		993.39		5,467.70
12669D3C0		486,730.56		-		486,730.56		454,969.05		(31,761.51	)		454,969.05		262,534.26
12669EH33		242,081.18		-		242,081.18		241,168.56		(912.62	)		241,168.56		235,448.53
12669FKR3		283,550.79		-		283,550.79		282,929.33		(621.46	)		282,929.33		313,015.97
12669FW82		1,232,827.80		-		1,232,827.80		1,184,490.41		(48,337.39	)		1,184,490.41		843,944.08
12669FXR9		617,953.10		-		617,953.10		581,117.30		(36,835.80	)		581,117.30		452,538.83
12669GKH3		14,121,110.26		-		14,121,110.26		13,692,829.24		(428,281.02	)		13,692,829.24		9,975,042.83
12669GMS7		286,281.76		-		286,281.76		276,320.63		(9,961.13	)		276,320.63		175,183.45
12669GRM5		3,213,471.26		-		3,213,471.26		3,139,096.50		(74,374.76	)		3,139,096.50		1,864,520.48
12669GRQ6		8,410,831.51		-		8,410,831.51		8,182,866.55		(227,964.96	)		8,182,866.55		5,310,114.19
12669GTV3		413,035.72		-		413,035.72		405,784.70		(7,251.02	)		405,784.70		243,793.15
12669GUR0		4,029,454.29		-		4,029,454.29		3,965,969.97		(63,484.32	)		3,965,969.97		2,400,594.43
161551FD3		1,657,936.70		-		1,657,936.70		1,648,866.19		(9,070.51	)		1,648,866.19		1,415,497.04
17307G3D8		1,915,753.19		-		1,915,753.19		461,733.62		(1,454,019.57	)		461,733.62		611,605.45
17307GH76		371,250.73		-		371,250.73		186,799.35		(184,451.38	)		186,799.35		267,832.05
17307GMQ8		6,168,397.65		-		6,168,397.65		6,063,224.90		(105,172.75	)		6,063,224.90		6,045,450.00
17309MAF0		38,073.65		-		38,073.65		23,798.74		(14,274.91	)		23,798.74		56,073.51
17309QAM6		3,000.00		-		3,000.00		2,231.78		(768.22	)		2,231.78		7,518.00
17309RAM4		3,211.91		-		3,211.91		2,006.63		(1,205.28	)		2,006.63		31,031.70
17309SAM2		1,221.18		-		1,221.18		913.99		(307.19	)		913.99		1,923.72
17309YAK3		265.61		-		265.61		187.26		(78.35	)		187.26		1,701.14
17310UAE2		3,101.60		-		3,101.60		2,218.10		(883.50	)		2,218.10		38,559.49
22540V3F7		2,275,694.27		-		2,275,694.27		698,301.03		(1,577,393.24	)		698,301.03		1,301,934.10
22540V5D0		77,142.36		-		77,142.36		21,137.83		(56,004.53	)		21,137.83		73,827.51
22540VFZ0		1,681,559.50		-		1,681,559.50		1,604,721.05		(76,838.45	)		1,604,721.05		1,436,228.70
22540VG71		165,343.82		-		165,343.82		162,283.63		(3,060.19	)		162,283.63		148,378.53
22540VGA4		1,738,277.77		-		1,738,277.77		1,186,868.24		(551,409.53	)		1,186,868.24		999,172.82
22540VQ70		1,122,283.72		-		1,122,283.72		1,010,057.39		(112,226.33	)		1,010,057.39		653,088.97
22541NFL8		4,821,216.43		-		4,821,216.43		4,351,713.78		(469,502.65	)		4,351,713.78		4,476,331.65

FF-141

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
22541NMA4	$	1,398,837.57	$	-	$	1,398,837.57	$	1,330,802.93	$	(68,034.64	)	$	1,330,802.93	$	1,058,995.73
22541NMB2		391,647.47		-		391,647.47		245,148.15		(146,499.32	)		245,148.15		196,792.35
22541NTH2		114,360.35		-		114,360.35		19,467.53		(94,892.82	)		19,467.53		65,910.45
22541NUB3		2,751,670.42		-		2,751,670.42		1,142,047.70		(1,609,622.72	)		1,142,047.70		1,560,501.67
22541Q4M1		946,992.48		-		946,992.48		196,498.73		(750,493.75	)		196,498.73		615,985.53
22541QA44		1,102,838.83		-		1,102,838.83		838,439.53		(264,399.30	)		838,439.53		648,230.30
22541QDA7		893,231.21		-		893,231.21		400,784.87		(492,446.34	)		400,784.87		542,856.12
22541QFK3		361,287.41		-		361,287.41		140,035.09		(221,252.32	)		140,035.09		225,090.49
22541QQR6		1,031,789.48		-		1,031,789.48		389,761.48		(642,028.00	)		389,761.48		349,545.67
22541SFL7		613.42		-		613.42		40.85		(572.57	)		40.85		282.11
22541SJV1		3,709,003.03		-		3,709,003.03		1,069,449.76		(2,639,553.27	)		1,069,449.76		1,089,416.14
22541SXR4		1,752,619.87		-		1,752,619.87		1,572,097.61		(180,522.26	)		1,572,097.61		819,437.21
225458UJ5		7,110,466.01		-		7,110,466.01		7,074,122.95		(36,343.06	)		7,074,122.95		6,641,529.32
225470R88		677,276.99		-		677,276.99		-		(677,276.99	)		-		-
2254W0NK7		1,173,818.08		-		1,173,818.08		760,226.30		(413,591.78	)		760,226.30		750,308.00
22943HAD8		11,922,928.16		-		11,922,928.16		11,833,184.00		(89,744.16	)		11,833,184.00		6,567,975.00
23245QAA7		2,491,649.89		-		2,491,649.89		2,454,217.55		(37,432.34	)		2,454,217.55		1,605,827.56
23332UAC8		5,477,058.53		-		5,477,058.53		5,076,677.70		(400,380.83	)		5,076,677.70		4,133,497.96
23332UAR5		9,942,332.80		-		9,942,332.80		9,142,826.69		(799,506.11	)		9,142,826.69		6,488,431.57
23332UAS3		176,471.15		-		176,471.15		131,790.31		(44,680.84	)		131,790.31		79,869.39
23332UBG8		6,917,454.70		-		6,917,454.70		6,723,925.69		(193,529.01	)		6,723,925.69		4,422,271.03
23332UBV5		6,463,303.41		-		6,463,303.41		6,155,042.41		(308,261.00	)		6,155,042.41		3,652,777.34
23332UBW3		466,359.66		-		466,359.66		365,786.21		(100,573.45	)		365,786.21		249,078.55
23332UCM4		620,141.55		-		620,141.55		596,863.72		(23,277.83	)		596,863.72		393,036.85
23332UDU5		20,873,214.78		-		20,873,214.78		20,535,208.92		(338,005.86	)		20,535,208.92		12,802,892.92
251510EH2		31,386,373.97		-		31,386,373.97		29,776,920.83		(1,609,453.14	)		29,776,920.83		23,554,371.60
251510FB4		7,006,196.35		-		7,006,196.35		6,932,571.07		(73,625.28	)		6,932,571.07		5,597,637.24
251510NB5		5,194,850.34		-		5,194,850.34		5,126,868.69		(67,981.65	)		5,126,868.69		4,170,830.93
251510NC3		14,323,115.79		-		14,323,115.79		13,322,014.84		(1,001,100.95	)		13,322,014.84		3,492,455.94
26441EAC5		251,750.00		-		251,750.00		198,750.00		(53,000.00	)		198,750.00		225,000.00
30251YAB4		8,734,778.32		-		8,734,778.32		8,733,046.45		(1,731.87	)		8,733,046.45		6,591,850.01
318340AB2		718,001.87		-		718,001.87		715,352.80		(2,649.07	)		715,352.80		499,575.78
32051GZS7		6,893,588.46		-		6,893,588.46		6,639,958.44		(253,630.02	)		6,639,958.44		6,128,064.02
32056CAH2		17,234,064.17		-		17,234,064.17		16,715,349.63		(518,714.54	)		16,715,349.63		13,812,531.77
35952Z007		5,923,357.50		-		5,923,357.50		6,153,734.58		230,377.08			6,153,734.58		2,614,467.35
35952Z023		4,511,207.33		-		4,511,207.33		4,731,293.75		220,086.42			4,731,293.75		2,017,445.52
35952Z031		4,688,529.85		-		4,688,529.85		4,851,154.60		162,624.75			4,851,154.60		1,984,276.13
35952Z049		4,383,058.82		-		4,383,058.82		4,393,146.88		10,088.06			4,393,146.88		1,675,385.40
35952Z056		4,285,422.23		-		4,285,422.23		4,269,538.30		(15,883.93	)		4,269,538.30		1,598,247.30
35952Z064		4,622,032.21		-		4,622,032.21		4,584,118.38		(37,913.83	)		4,584,118.38		1,691,625.00
35952ZA06		12,498,712.41		-		12,498,712.41		12,575,211.46		76,499.05			12,575,211.46		4,485,745.61
35952ZA14		581,463.26		-		581,463.26		587,470.60		6,007.34			587,470.60		201,154.51
35952ZA22		891,667.03		-		891,667.03		893,126.09		1,459.06			893,126.09		311,226.52
36228F5R3		1,784,822.54		-		1,784,822.54		1,778,747.31		(6,075.23	)		1,778,747.31		1,458,742.78
36228FWU6		1,556,604.65		-		1,556,604.65		823,352.71		(733,251.94	)		823,352.71		812,440.43
362341XE4		22,425,896.22		-		22,425,896.22		22,368,539.44		(57,356.78	)		22,368,539.44		21,086,283.99
36242D3Z4		36,379.87		-		36,379.87		15,591.36		(20,788.51	)		15,591.36		37,656.00
36242DBJ1		3,438,269.83		-		3,438,269.83		3,420,420.30		(17,849.53	)		3,420,420.30		3,500,314.50
36242DBZ5		429,175.02		-		429,175.02		225,117.23		(204,057.79	)		225,117.23		295,550.48
36242DGA5		69,435.41		-		69,435.41		26,274.41		(43,161.00	)		26,274.41		58,577.90
39538RAB5		11,623,755.02		-		11,623,755.02		11,432,435.14		(191,319.88	)		11,432,435.14		7,057,154.77
39538RBB4		13,378,059.89		-		13,378,059.89		13,024,188.11		(353,871.78	)		13,024,188.11		7,609,786.63
40430HCQ9		2,200.00		-		2,200.00		2,100.64		(99.36	)		2,100.64		10,717.00

FF-142

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
40431KAA8	$	149,189.31	$	-	$	149,189.31	$	142,514.17	$	(6,675.14	)	$	142,514.17	$	133,381.48
40431RAN5		1,710.12		-		1,710.12		1,258.01		(452.11	)		1,258.01		16,720.13
41161PA86		1,861,912.82		-		1,861,912.82		1,793,823.19		(68,089.63	)		1,793,823.19		1,456,655.50
41161PHC0		8,480,233.29		-		8,480,233.29		8,047,261.87		(432,971.42	)		8,047,261.87		5,713,154.60
41161PHU0		8,069,968.77		-		8,069,968.77		7,684,462.58		(385,506.19	)		7,684,462.58		5,347,306.39
41161PKH5		658,084.51		-		658,084.51		606,795.26		(51,289.25	)		606,795.26		372,600.09
41161PL43		20,523,288.84		-		20,523,288.84		20,419,930.24		(103,358.60	)		20,419,930.24		12,781,885.31
41161PLR2		13,321,773.78		-		13,321,773.78		12,987,652.51		(334,121.27	)		12,987,652.51		8,321,877.67
41161PMG5		16,048,389.29		-		16,048,389.29		15,731,418.89		(316,970.40	)		15,731,418.89		9,998,660.91
41161PQU0		13,826,326.41		-		13,826,326.41		13,555,850.58		(270,475.83	)		13,555,850.58		8,626,403.84
41161PSC8		14,528.64		-		14,528.64		14,033.60		(495.04	)		14,033.60		124,376.82
41161PTN3		2,302,587.27		-		2,302,587.27		2,267,897.68		(34,689.59	)		2,267,897.68		1,459,874.85
41161PTP8		743,972.74		-		743,972.74		667,587.10		(76,385.64	)		667,587.10		462,175.37
41161PWB5		7,452,210.68		-		7,452,210.68		7,343,571.23		(108,639.45	)		7,343,571.23		4,400,431.53
41161PXH1		832,815.67		-		832,815.67		806,920.48		(25,895.19	)		806,920.48		523,731.19
43739EAP2		20,692,394.62		-		20,692,394.62		20,035,045.20		(657,349.42	)		20,035,045.20		14,146,968.62
43739EBJ5		9,470,912.02		-		9,470,912.02		9,396,575.94		(74,336.08	)		9,396,575.94		7,270,684.58
43739EBS5		9,390,295.34		-		9,390,295.34		9,389,284.23		(1,011.11	)		9,389,284.23		7,607,314.18
45254NHV2		341,137.23		-		341,137.23		339,614.90		(1,522.33	)		339,614.90		116,101.73
45254NJG3		1,424,847.27		-		1,424,847.27		1,419,982.71		(4,864.56	)		1,419,982.71		999,106.62
45254NJV0		1,051,000.26		-		1,051,000.26		1,018,268.36		(32,731.90	)		1,018,268.36		739,380.20
45254NJX6		231,656.42		-		231,656.42		225,351.66		(6,304.76	)		225,351.66		226,639.33
45254NKA4		331,844.54		-		331,844.54		318,869.14		(12,975.40	)		318,869.14		283,301.03
45254NKD8		4,272,196.68		-		4,272,196.68		4,241,554.76		(30,641.92	)		4,241,554.76		4,079,501.13
45254NKF3		5,411,268.71		-		5,411,268.71		5,375,358.55		(35,910.16	)		5,375,358.55		3,907,449.03
45254NKX4		6,445,811.39		-		6,445,811.39		6,424,443.63		(21,367.76	)		6,424,443.63		4,379,416.71
45254NNP8		14,083,007.01		-		14,083,007.01		13,666,815.37		(416,191.64	)		13,666,815.37		9,121,771.55
45254NPA9		15,940,578.75		-		15,940,578.75		15,933,131.06		(7,447.69	)		15,933,131.06		12,708,722.73
45254NPG6		1,175,882.71		-		1,175,882.71		1,157,848.67		(18,034.04	)		1,157,848.67		738,933.65
45254NPU5		5,653,762.95		-		5,653,762.95		5,641,300.15		(12,462.80	)		5,641,300.15		3,776,426.59
45254TMK7		130,530.47		-		130,530.47		62,513.91		(68,016.56	)		62,513.91		54,380.80
45254TRX4		357,025.60		-		357,025.60		356,784.07		(241.53	)		356,784.07		245,781.75
45254TSM7		4,512,352.74		-		4,512,352.74		4,462,272.27		(50,080.47	)		4,462,272.27		2,348,642.95
45660LCN7		6,176,052.77		-		6,176,052.77		5,616,319.65		(559,733.12	)		5,616,319.65		3,703,076.80
45660LKW8		26,921,535.01		-		26,921,535.01		26,267,530.99		(654,004.02	)		26,267,530.99		15,970,287.96
45660LNB1		317,976.95		-		317,976.95		190,647.02		(127,329.93	)		190,647.02		231,828.20
45660LW96		3,873,134.29		-		3,873,134.29		3,780,548.16		(92,586.13	)		3,780,548.16		2,275,316.34
45660LWD7		3,519,060.59		-		3,519,060.59		3,203,246.84		(315,813.75	)		3,203,246.84		3,190,219.08
45660LYW3		4,523,469.44		-		4,523,469.44		4,414,090.05		(109,379.39	)		4,414,090.05		2,583,596.05
45660N2J3		5,481,285.28		-		5,481,285.28		4,983,344.33		(497,940.95	)		4,983,344.33		4,233,633.23
45660N2Y0		1,851,786.83		-		1,851,786.83		1,737,903.11		(113,883.72	)		1,737,903.11		1,309,299.43
45660N3S2		5,620,388.09		-		5,620,388.09		5,556,993.78		(63,394.31	)		5,556,993.78		3,925,153.28
45660N5H4		6,500,812.68		-		6,500,812.68		5,938,529.30		(562,283.38	)		5,938,529.30		4,306,102.61
45660NKM6		3,259,208.05		-		3,259,208.05		2,423,843.32		(835,364.73	)		2,423,843.32		2,151,896.13
45660NRB3		943,200.26		-		943,200.26		898,173.23		(45,027.03	)		898,173.23		552,152.31
45660NS30		2,728,972.76		-		2,728,972.76		2,537,015.63		(191,957.13	)		2,537,015.63		2,079,122.13
45660NT88		98,741.40		-		98,741.40		82,300.74		(16,440.66	)		82,300.74		56,178.65
45660NT96		2,966,466.70		-		2,966,466.70		2,475,717.93		(490,748.77	)		2,475,717.93		2,182,358.43
45660NZY4		826,721.67		-		826,721.67		687,642.66		(139,079.01	)		687,642.66		516,762.10
456612AC4		18,542,321.13		-		18,542,321.13		18,024,907.82		(517,413.31	)		18,024,907.82		10,088,170.91
45664BAE7		13,458.26		-		13,458.26		4,435.04		(9,023.22	)		4,435.04		41,190.31
45667WAA6		5,049,794.60		-		5,049,794.60		5,021,704.07		(28,090.53	)		5,021,704.07		3,803,838.41
466247UG6		2,981,863.38		-		2,981,863.38		2,882,213.62		(99,649.76	)		2,882,213.62		2,593,603.01

FF-143

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
466247XE8	$	7,074,433.96	$	-	$	7,074,433.96	$	6,920,733.77	$	(153,700.19	)	$	6,920,733.77	$	4,953,603.90
46627MBQ9		13,368,456.37		-		13,368,456.37		13,182,036.89		(186,419.48	)		13,182,036.89		9,580,139.68
46627MCS4		8,472,873.62		-		8,472,873.62		8,133,786.63		(339,086.99	)		8,133,786.63		6,414,399.53
46629NAC7		144,599.24		-		144,599.24		77,491.69		(67,107.55	)		77,491.69		56,704.87
46629QAR7		2,842.18		-		2,842.18		764.50		(2,077.68	)		764.50		26,563.93
52520MFT5		38,001.03		-		38,001.03		37,095.72		(905.31	)		37,095.72		205,939.54
525221CD7		515,379.55		-		515,379.55		289,031.50		(226,348.05	)		289,031.50		80,934.70
52524YAF0		13,024,286.55		-		13,024,286.55		13,020,306.86		(3,979.69	)		13,020,306.86		7,273,658.02
550279AA1		5,306,767.28		-		5,306,767.28		5,254,113.84		(52,653.44	)		5,254,113.84		3,648,868.38
576429AL8		6,301.40		-		6,301.40		5,234.12		(1,067.28	)		5,234.12		33,682.30
576433FP6		716,739.85		-		716,739.85		486,587.08		(230,152.77	)		486,587.08		212,634.61
576433G42		9,591,132.34		-		9,591,132.34		9,403,432.27		(187,700.07	)		9,403,432.27		5,740,942.78
576433GW0		1,554,838.72		-		1,554,838.72		774,679.26		(780,159.46	)		774,679.26		572,154.49
576433H33		5,213,449.39		-		5,213,449.39		5,195,623.86		(17,825.53	)		5,195,623.86		4,128,411.32
576433NH5		3,600,549.02		-		3,600,549.02		1,903,270.80		(1,697,278.22	)		1,903,270.80		2,129,474.94
576433RB4		421,472.25		-		421,472.25		302,879.08		(118,593.17	)		302,879.08		215,175.63
576433RU2		2,312,081.73		-		2,312,081.73		1,593,962.25		(718,119.48	)		1,593,962.25		885,300.00
576433SE7		1,861,655.69		-		1,861,655.69		1,543,097.40		(318,558.29	)		1,543,097.40		438,060.00
576433YN0		1,262,205.21		-		1,262,205.21		1,251,445.49		(10,759.72	)		1,251,445.49		805,332.60
576438AA3		3,925,515.20		-		3,925,515.20		3,902,606.39		(22,908.81	)		3,902,606.39		3,286,650.99
5899292N7		1,522,447.66		-		1,522,447.66		1,503,401.34		(19,046.32	)		1,503,401.34		1,455,741.23
5899293W6		1,784,380.45		-		1,784,380.45		617,292.39		(1,167,088.06	)		617,292.39		949,360.02
589929E87		1,242,613.94		-		1,242,613.94		1,094,053.32		(148,560.62	)		1,094,053.32		809,262.50
589929P69		433,674.00		-		433,674.00		352,359.20		(81,314.80	)		352,359.20		425,853.21
59020UNZ4		1,736,038.67		-		1,736,038.67		1,723,668.92		(12,369.75	)		1,723,668.92		1,724,516.49
59020UQ40		1,352,319.19		-		1,352,319.19		1,333,846.58		(18,472.61	)		1,333,846.58		871,546.92
59020UQ57		3,592,488.79		-		3,592,488.79		3,408,400.05		(184,088.74	)		3,408,400.05		1,938,560.00
59020UTL9		1,060,471.51		-		1,060,471.51		658,719.06		(401,752.45	)		658,719.06		573,387.99
59020UXN0		289,340.55		-		289,340.55		126,115.57		(163,224.98	)		126,115.57		254,370.00
61748HAQ4		5,573,135.65		-		5,573,135.65		5,562,456.05		(10,679.60	)		5,562,456.05		4,924,270.14
61753VAG7		960.00		-		960.00		848.91		(111.09	)		848.91		2,949.59
61913PAA0		13,098,828.03		-		13,098,828.03		12,912,275.51		(186,552.52	)		12,912,275.51		11,854,655.64
61915RAZ9		48,759.04		-		48,759.04		37,045.05		(11,713.99	)		37,045.05		22,629.77
61915RBB1		7,685,200.98		-		7,685,200.98		7,558,357.46		(126,843.52	)		7,558,357.46		4,904,245.07
65535VSQ2		4,518.45		-		4,518.45		2,304.97		(2,213.48	)		2,304.97		11,382.53
65537BAG5		22,246.12		-		22,246.12		21,490.86		(755.26	)		21,490.86		103,211.15
669884AF5		8,312.44		-		8,312.44		7,437.24		(875.20	)		7,437.24		21,019.50
68383NCA9		26,151,132.42		-		26,151,132.42		26,085,936.31		(65,196.11	)		26,085,936.31		18,722,090.34
68383NCD3		2,889,050.10		-		2,889,050.10		2,849,200.43		(39,849.67	)		2,849,200.43		1,217,631.00
68383NCU5		10,531,155.88		-		10,531,155.88		9,957,837.67		(573,318.21	)		9,957,837.67		7,136,628.79
68383NDT7		9,550,897.44		-		9,550,897.44		9,525,644.58		(25,252.86	)		9,525,644.58		5,275,114.07
68389FBW3		31,717.29		-		31,717.29		30,640.63		(1,076.66	)		30,640.63		26,629.59
68402CAC8		750,875.46		-		750,875.46		718,864.26		(32,011.20	)		718,864.26		653,561.78
74927XAM4		136,826.02		-		136,826.02		64,143.68		(72,682.34	)		64,143.68		245,182.35
76110H4M8		256,753.13		-		256,753.13		210,142.48		(46,610.65	)		210,142.48		242,456.12
76110H5C9		302,454.33		-		302,454.33		204,912.70		(97,541.63	)		204,912.70		224,082.66
76110HKX6		6,068,563.83		-		6,068,563.83		1,941,095.71		(4,127,468.12	)		1,941,095.71		4,327,769.07
76110HKY4		480,547.48		-		480,547.48		138,009.92		(342,537.56	)		138,009.92		465,514.66
76110W4J2		4,260.41		-		4,260.41		4,211.63		(48.78	)		4,211.63		19,925.20
761118FM5		10,791,534.20		-		10,791,534.20		10,527,879.12		(263,655.08	)		10,527,879.12		7,898,244.78
761118KU1		8,313,017.07		-		8,313,017.07		8,048,351.68		(264,665.39	)		8,048,351.68		4,983,812.76
761118NN4		11,285,348.26		-		11,285,348.26		10,982,282.46		(303,065.80	)		10,982,282.46		6,908,850.47
761118RJ9		551,317.20		-		551,317.20		522,283.81		(29,033.39	)		522,283.81		290,388.31

FF-144

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
761118RM2	$	23,852,735.80	$	-	$	23,852,735.80	$	22,619,711.71	$	(1,233,024.09	)	$	22,619,711.71	$	13,131,342.93
76112BN55		9,452.31		-		9,452.31		8,493.47		(958.84	)		8,493.47		16,316.20
79549AYA1		1,661,474.21		-		1,661,474.21		1,430,138.58		(231,335.63	)		1,430,138.58		776,829.25
79549AYB9		180,937.10		-		180,937.10		111,626.96		(69,310.14	)		111,626.96		96,885.98
81744FDK0		2,290,812.89		-		2,290,812.89		2,269,364.54		(21,448.35	)		2,269,364.54		2,049,193.36
84752CAE7		1,727,986.23		-		1,727,986.23		1,653,665.61		(74,320.62	)		1,653,665.61		770,148.18
863579KG2		3,863,876.32		-		3,863,876.32		3,795,231.53		(68,644.79	)		3,795,231.53		2,581,451.16
863579YR3		9,253,862.38		-		9,253,862.38		8,966,225.84		(287,636.54	)		8,966,225.84		6,337,919.78
86358HQW2		18,647.07		-		18,647.07		11,537.27		(7,109.80	)		11,537.27		170,667.90
86358RLG0		420,315.74		-		420,315.74		235,746.42		(184,569.32	)		235,746.42		262,713.28
86358RSJ7		70,965.43		-		70,965.43		2,839.73		(68,125.70	)		2,839.73		22,217.30
86358RUM7		141,829.45		-		141,829.45		109,529.72		(32,299.73	)		109,529.72		80,998.92
86358RZC4		249,395.06		-		249,395.06		44,686.59		(204,708.47	)		44,686.59		148,614.08
86359A5E9		378,734.74		-		378,734.74		269,582.81		(109,151.93	)		269,582.81		214,794.57
86359ADN0		1,103,130.42		-		1,103,130.42		1,072,622.59		(30,507.83	)		1,072,622.59		353,240.00
86359AHD8		481,419.23		-		481,419.23		449,620.06		(31,799.17	)		449,620.06		352,322.46
86359AKY8		52,679.87		-		52,679.87		17,941.14		(34,738.73	)		17,941.14		45,457.03
86359ANH2		1,527,343.89		-		1,527,343.89		1,488,638.16		(38,705.73	)		1,488,638.16		1,376,807.19
86359AVY6		422,371.44		-		422,371.44		267,085.31		(155,286.13	)		267,085.31		305,827.09
86359AXX6		2,763,277.51		-		2,763,277.51		1,351,109.47		(1,412,168.04	)		1,351,109.47		2,373,641.41
86359AZE6		965,347.87		-		965,347.87		496,906.29		(468,441.58	)		496,906.29		759,943.49
86359BU82		53,701.78		-		53,701.78		19,190.81		(34,510.97	)		19,190.81		9,535.84
86359DUV7		59,401.60		-		59,401.60		33,520.99		(25,880.61	)		33,520.99		50,754.19
86360JAA9		12,974,684.64		-		12,974,684.64		12,890,442.62		(84,242.02	)		12,890,442.62		6,524,355.67
86360JAN1		4,811,749.07		-		4,811,749.07		4,725,086.83		(86,662.24	)		4,725,086.83		2,678,749.74
86361EAM3		3,284.60		-		3,284.60		1,110.83		(2,173.77	)		1,110.83		9,061.02
86361EAP6		222.83		-		222.83		12.38		(210.45	)		12.38		1,001.48
86361HAZ7		3,464.37		-		3,464.37		3,388.30		(76.07	)		3,388.30		28,500.00
86361HBA1		505.52		-		505.52		498.47		(7.05	)		498.47		3,808.06
87222EAJ7		13,908.37		-		13,908.37		9,125.69		(4,782.68	)		9,125.69		32,841.49
885220FS7		8,959,281.99		-		8,959,281.99		8,834,441.37		(124,840.62	)		8,834,441.37		7,735,453.82
89789KAC9		5,349.85		-		5,349.85		5,037.02		(312.83	)		5,037.02		25,650.00
929093AA0		1,597,428.30		-		1,597,428.30		1,268,426.46		(329,001.84	)		1,268,426.46		417,820.03
929227EN2		362,543.40		-		362,543.40		220,081.19		(142,462.21	)		220,081.19		205,190.99
929227XH4		330,035.94		-		330,035.94		108,846.51		(221,189.43	)		108,846.51		309,717.42
92922F3L0		54,962,013.73		-		54,962,013.73		53,117,955.74		(1,844,057.99	)		53,117,955.74		45,994,942.12
92922F4M7		5,050,741.75		-		5,050,741.75		5,034,693.02		(16,048.73	)		5,034,693.02		3,904,442.75
92922F5T1		8,676,171.03		-		8,676,171.03		8,643,649.97		(32,521.06	)		8,643,649.97		6,654,817.86
92922F7A0		1,720,425.53		-		1,720,425.53		1,411,799.08		(308,626.45	)		1,411,799.08		1,117,432.55
92922F7Q5		11,539,892.29		-		11,539,892.29		11,245,157.66		(294,734.63	)		11,245,157.66		8,223,180.13
92922FB72		1,439,734.90		-		1,439,734.90		1,418,949.88		(20,785.02	)		1,418,949.88		908,092.62
92922FD21		1,279,734.74		-		1,279,734.74		1,279,450.92		(283.82	)		1,279,450.92		1,400,419.08
92922FD47		10,872,612.85		-		10,872,612.85		10,413,753.66		(458,859.19	)		10,413,753.66		8,790,572.67
92922FG77		12,617,711.34		-		12,617,711.34		12,291,484.84		(326,226.50	)		12,291,484.84		11,366,981.64
92922FJ25		7,421,446.36		-		7,421,446.36		7,410,294.13		(11,152.23	)		7,410,294.13		5,642,228.79
92922FQ76		387,249.10		-		387,249.10		259,480.43		(127,768.67	)		259,480.43		273,547.29
92922FTJ7		1,639,831.47		-		1,639,831.47		1,553,417.00		(86,414.47	)		1,553,417.00		1,119,887.92
92922FU48		7,363,473.60		-		7,363,473.60		7,011,050.80		(352,422.80	)		7,011,050.80		6,577,987.03
92922FW61		1,535,445.95		-		1,535,445.95		1,327,639.87		(207,806.08	)		1,327,639.87		976,050.54
92922FWU8		4,811,650.60		-		4,811,650.60		4,670,390.57		(141,260.03	)		4,670,390.57		3,243,919.64
92922FZF8		10,313,637.83		-		10,313,637.83		9,963,719.10		(349,918.73	)		9,963,719.10		7,467,303.34
92925CBB7		5,120,972.13		-		5,120,972.13		5,058,558.70		(62,413.43	)		5,058,558.70		3,535,425.05
92926SAE6		3,145,965.68		-		3,145,965.68		3,076,277.60		(69,688.08	)		3,076,277.60		2,573,226.72

FF-145

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
939336PT4	$	65,679.94	$	-	$	65,679.94	$	21,740.28	$	(43,939.66	)	$	21,740.28	$	61,496.95
939336U35		1,758,275.27		-		1,758,275.27		1,720,040.22		(38,235.05	)		1,720,040.22		1,819,234.99
939336X65		13,683,876.25		-		13,683,876.25		13,145,344.03		(538,532.22	)		13,145,344.03		10,412,104.84
93934FHC9		10,339,448.82		-		10,339,448.82		10,120,432.78		(219,016.04	)		10,120,432.78		6,211,494.25
93934FJQ6		19,266,145.77		-		19,266,145.77		19,003,975.87		(262,169.90	)		19,003,975.87		11,360,421.15
93936JAM4		1,729.01		-		1,729.01		864.51		(864.50	)		864.51		61,379.90
941034AD2		177,180.98		-		177,180.98		30,720.60		(146,460.38	)		30,720.60		105,720.00
949775AC4		432,117.73		-		432,117.73		300,304.89		(131,812.84	)		300,304.89		424,486.03
94981VAX5		1,180,397.18		-		1,180,397.18		1,173,574.31		(6,822.87	)		1,173,574.31		1,175,928.82
94983CAJ6		20,750,754.03		-		20,750,754.03		20,056,492.24		(694,261.79	)		20,056,492.24		20,004,332.78
94983EAH6		16,321,489.18		-		16,321,489.18		16,165,384.72		(156,104.46	)		16,165,384.72		13,381,991.09
94983TAE0		12,465,453.87		-		12,465,453.87		12,376,506.12		(88,947.75	)		12,376,506.12		11,193,989.73
94983YAQ2		5,185,412.71		-		5,185,412.71		4,872,833.42		(312,579.29	)		4,872,833.42		4,438,067.58
L26479NN8		1,237,993.81		-		1,237,993.81		190,460.58		(1,047,533.23	)		190,460.58		2,537,166.84
Totals	$	1,471,905,695.71	$	-	$	1,471,905,695.71	$	1,391,337,542.96	$	(80,568,152.75	)	$	1,391,337,542.96	$	1,015,645,802.04
The following is the impairment listing for loan-backed securities for the three months ended December 31, 2009:
CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
00075WAB5	$	392,914.51	$	-	$	392,914.51	$	396,890.58	$	3,976.07		$	396,890.58	$	390,925.02
004375CT6		9,408,193.30		-		9,408,193.30		8,562,534.09		(845,659.21	)		8,562,534.09		4,783,498.94
00442GAD2		2,437,254.26		-		2,437,254.26		2,602,501.89		165,247.63			2,602,501.89		2,810,710.02
00442KAD3		4,412,473.61		-		4,412,473.61		4,278,160.00		(134,313.61	)		4,278,160.00		3,239,750.54
007034AQ4		7,630,054.96		-		7,630,054.96		7,276,503.83		(353,551.13	)		7,276,503.83		5,818,807.85
007036CE4		27,673.33		-		27,673.33		20,400.00		(7,273.33	)		20,400.00		50,000.00
007036FB7		2,492,010.21		-		2,492,010.21		2,428,083.06		(63,927.15	)		2,428,083.06		342,330.05
007036FY7		46,375.37		-		46,375.37		28,660.50		(17,714.87	)		28,660.50		16,435.98
007036GB6		1,099,285.00		-		1,099,285.00		485,536.41		(613,748.59	)		485,536.41		334,979.48
007037BK9		1,155,650.78		-		1,155,650.78		2,329,100.40		1,173,449.62			2,329,100.40		2,348,442.68
02146QAB9		16,240,391.54		-		16,240,391.54		16,015,900.25		(224,491.29	)		16,015,900.25		9,877,931.55
02146TAQ0		18,632,146.52		-		18,632,146.52		18,310,000.00		(322,146.52	)		18,310,000.00		16,689,902.25
02146YAD8		24,373,978.67		-		24,373,978.67		24,025,206.43		(348,772.24	)		24,025,206.43		15,110,724.55
02147CAA1		10,872,095.79		-		10,872,095.79		10,865,188.19		(6,907.60	)		10,865,188.19		6,604,821.67
02147DAB7		13,298,121.74		-		13,298,121.74		13,109,767.02		(188,354.72	)		13,109,767.02		7,654,768.27
02147DAV3		2,278,949.00		-		2,278,949.00		2,659,475.64		380,526.64			2,659,475.64		1,973,882.50
02150MAB1		15,971,550.45		-		15,971,550.45		15,530,800.00		(440,750.45	)		15,530,800.00		10,502,951.56
02660CAH3		679,469.69		-		679,469.69		321,326.38		(358,143.31	)		321,326.38		235,266.88
02660TGN7		10,110,253.97		-		10,110,253.97		10,120,160.05		9,906.08			10,120,160.05		5,690,126.55
02660THA4		46,875.57		-		46,875.57		24,528.00		(22,347.57	)		24,528.00		46,199.66
02660THL0		2,025,163.17		-		2,025,163.17		1,930,386.02		(94,777.15	)		1,930,386.02		1,187,872.53
02660THT3		858,211.34		-		858,211.34		850,081.22		(8,130.12	)		850,081.22		619,923.02
026929AD1		10,298,954.58		-		10,298,954.58		10,276,184.27		(22,770.31	)		10,276,184.27		5,997,805.45
040104QN4		5,462,960.22		-		5,462,960.22		5,226,483.12		(236,477.10	)		5,226,483.12		4,367,234.37
040104RV5		3,393,536.86		-		3,393,536.86		3,270,607.13		(122,929.73	)		3,270,607.13		2,293,163.73
040104TF8		246,802.64		-		246,802.64		198,581.55		(48,221.09	)		198,581.55		88,737.21
040104TG6		1,456,597.13		-		1,456,597.13		1,425,744.54		(30,852.59	)		1,425,744.54		1,064,187.77
04012XAC9		586,310.20		-		586,310.20		319,925.46		(266,384.74	)		319,925.46		216,293.42
05946XYB3		101,049.09		-		101,049.09		78,147.33		(22,901.76	)		78,147.33		99,674.88
05948XPR6		2,082,465.13		-		2,082,465.13		557,100.77		(1,525,364.36	)		557,100.77		1,231,958.53

FF-146

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment			Cumulative Adjustment		Amortized Cost before OTTI			Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
05948XR52	$	474,971.01		$	-	$	474,971.01		$	91,470.39	$	(383,500.62	)	$	91,470.39	$	188,272.14
05948XVH1		1,497,402.87			-		1,497,402.87			306,092.32		(1,191,310.55	)		306,092.32		528,786.24
05948XVJ7		875,432.60			-		875,432.60			59,070.79		(816,361.81	)		59,070.79		194,455.04
05949ALH1		2,910,262.88			-		2,910,262.88			2,855,947.26		(54,315.62	)		2,855,947.26		2,746,262.47
05949AZG8		2,582,766.65			-		2,582,766.65			2,576,970.81		(5,795.84	)		2,576,970.81		2,207,564.74
05950DAA8		12,267,524.43			-		12,267,524.43			12,223,571.80		(43,952.63	)		12,223,571.80		9,373,865.03
07325VAG9		2,691,014.91			-		2,691,014.91			2,754,647.19		63,632.28			2,754,647.19		2,386,917.47
07384YNJ1		1,567,883.79			-		1,567,883.79			1,456,356.93		(111,526.86	)		1,456,356.93		1,508,651.85
07384YPP5		4,596,090.24			-		4,596,090.24			3,674,174.67		(921,915.57	)		3,674,174.67		999,108.79
073852AD7		2,164,167.52			-		2,164,167.52			1,934,225.00		(229,942.52	)		1,934,225.00		1,185,850.00
07386HCM1		1,410,030.52			-		1,410,030.52			1,056,536.60		(353,493.92	)		1,056,536.60		706,759.77
07386HCP4		184,720.16			-		184,720.16			39,486.65		(145,233.51	)		39,486.65		69,911.61
07386HEN7		795,472.39			-		795,472.39			82,841.96		(712,630.43	)		82,841.96		167,872.33
07386HHW4		28,412.44			-		28,412.44			23,711.51		(4,700.93	)		23,711.51		118,363.69
07386HJL6		383,091.71			-		383,091.71			153,449.10		(229,642.61	)		153,449.10		282,792.72
07386HLU3		9,848.96			-		9,848.96			8,937.40		(911.56	)		8,937.40		68,639.21
07386HTQ4		415,178.41			-		415,178.41			250,591.67		(164,586.74	)		250,591.67		347,054.18
073879PA0		1,795,558.69			-		1,795,558.69			1,668,300.00		(127,258.69	)		1,668,300.00		661,470.00
073879QF8		1,097,646.34			-		1,097,646.34			1,108,896.41		11,250.07			1,108,896.41		629,200.12
073879Z92		11,677,483.85			-		11,677,483.85			11,388,410.35		(289,073.50	)		11,388,410.35		3,777,103.02
07387AFA8		377,451.26			-		377,451.26			108,445.71		(269,005.55	)		108,445.71		219,172.61
07387UHB0		2,977.83			-		2,977.83			-		(2,977.83	)		-		9,898.61
07388UAB6		1,532,487.32			-		1,532,487.32			1,506,514.36		(25,972.96	)		1,506,514.36		1,323,491.65
07389LAA7		854,961.17			-		854,961.17			851,520.28		(3,440.89	)		851,520.28		759,409.75
07389PAY6		354,984.94			-		354,984.94			293,211.80		(61,773.14	)		293,211.80		285,271.62
07389VAA5		1,725,560.82			-		1,725,560.82			1,715,357.28		(10,203.54	)		1,715,357.28		1,617,545.00
07400XAB4		3,600,099.61			-		3,600,099.61			3,429,090.00		(171,009.61	)		3,429,090.00		1,712,050.20
07401EAA7		10,274,180.08			-		10,274,180.08			10,365,076.78		90,896.70			10,365,076.78		8,625,676.27
07401LAA1		15,877,589.54			-		15,877,589.54			15,533,760.67		(343,828.87	)		15,533,760.67		9,168,168.09
07401LAQ6		4,389,861.34			-		4,389,861.34			4,162,869.65		(226,991.69	)		4,162,869.65		2,452,575.10
07401LAU7		(5,586.31	)		-		(5,586.31	)		-		5,586.31			-		-
07820QAY1		17,991,396.58			-		17,991,396.58			17,874,223.26		(117,173.32	)		17,874,223.26		12,522,069.85
078446AB7		166,400.00			-		166,400.00			158,000.00		(8,400.00	)		158,000.00		158,000.00
12489WQE7		1,538,342.85			-		1,538,342.85			1,345,000.00		(193,342.85	)		1,345,000.00		927,180.00
12489WQH0		103,752.46			-		103,752.46			46,000.00		(57,752.46	)		46,000.00		88,533.52
1248MEAE9		1,353,070.11			-		1,353,070.11			1,200,600.00		(152,470.11	)		1,200,600.00		1,125,220.73
1248MEAG4		955,591.98			-		955,591.98			943,054.18		(12,537.80	)		943,054.18		980,168.04
1248RHAD9		4,642,110.21			-		4,642,110.21			4,350,796.19		(291,314.02	)		4,350,796.19		2,686,481.24
12498NAB9		1,296,327.42			-		1,296,327.42			1,300,043.64		3,716.22			1,300,043.64		1,022,226.52
12567AAF4		469,562.67			-		469,562.67			464,059.25		(5,503.42	)		464,059.25		705,163.45
12629EAK1		16,909.19			-		16,909.19			8,122.99		(8,786.20	)		8,122.99		44,561.95
12638PAL3		1,058.97			-		1,058.97			889.65		(169.32	)		889.65		7,735.64
126670JD1		1,422,556.94			-		1,422,556.94			1,345,460.94		(77,096.00	)		1,345,460.94		1,209,221.78
126670KN7		1,882,551.51			-		1,882,551.51			1,819,500.00		(63,051.51	)		1,819,500.00		828,559.17
126670LP1		5,761,620.57			-		5,761,620.57			4,200,800.00		(1,560,820.57	)		4,200,800.00		2,006,123.20
126670WT1		5,049,493.61			-		5,049,493.61			5,048,456.17		(1,037.44	)		5,048,456.17		3,955,237.36
12667F2A2		107,950.75			-		107,950.75			81,501.98		(26,448.77	)		81,501.98		57,031.63
12667GR62		12,034,217.30			-		12,034,217.30			12,073,212.23		38,994.93			12,073,212.23		7,916,470.73
12667GRW5		799,879.55			-		799,879.55			797,958.85		(1,920.70	)		797,958.85		404,879.54
12667GS20		15,311,868.14			-		15,311,868.14			15,354,951.99		43,083.85			15,354,951.99		8,628,835.58
12667GWF6		9,652,027.05			-		9,652,027.05			9,489,259.99		(162,767.06	)		9,489,259.99		4,902,737.70
12667NAC2		251,911.17			-		251,911.17			249,866.00		(2,045.17	)		249,866.00		218,280.00
12668A3Q6		9,699,104.28			-		9,699,104.28			9,668,991.25		(30,113.03	)		9,668,991.25		3,546,923.33

FF-147

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment			Cumulative Adjustment		Amortized Cost before OTTI			Projected Cash Flow			Recognized OTTI			Amortized Cost after OTTI			Fair Value
12668A3V5	$	6,673.14		$	-	$	6,673.14		$	5,302.70		$	(1,370.44	)	$	5,302.70		$	30,555.79
12668A4B8		16,977,160.10			-		16,977,160.10			16,673,192.76			(303,967.34	)		16,673,192.76			8,866,596.30
12668A4G7		15,366.29			-		15,366.29			13,010.94			(2,355.35	)		13,010.94			68,978.49
12668ACZ6		4,065,168.53			-		4,065,168.53			4,050,696.56			(14,471.97	)		4,050,696.56			2,424,715.75
12668AEV3		13,357,271.07			-		13,357,271.07			13,287,158.65			(70,112.42	)		13,287,158.65			7,744,665.35
12668APF6		397,190.95			-		397,190.95			435,894.80			38,703.85			435,894.80			508,677.53
12668AWQ4		3,410.61			-		3,410.61			3,185.74			(224.87	)		3,185.74			29,978.75
12668BAU7		198,182.44			-		198,182.44			158,915.95			(39,266.49	)		158,915.95			206,969.20
12668BB77		26,825,369.39			-		26,825,369.39			26,552,823.77			(272,545.62	)		26,552,823.77			16,278,170.18
12668BDR1		9,544.23			-		9,544.23			8,262.10			(1,282.13	)		8,262.10			65,796.36
126694F86		2,247.30			-		2,247.30			1,534.92			(712.38	)		1,534.92			18,129.36
126694YM4		3,906,587.42			-		3,906,587.42			3,782,512.07			(124,075.35	)		3,782,512.07			1,932,468.84
126694YW2		3,829.91			-		3,829.91			2,948.00			(881.91	)		2,948.00			41,491.76
126694ZB7		14,982.76			-		14,982.76			10,500.00			(4,482.76	)		10,500.00			57,324.50
126694ZD3		1,305.16			-		1,305.16			1,177.20			(127.96	)		1,177.20			6,312.54
12669D3C0		511,405.49			-		511,405.49			486,445.28			(24,960.21	)		486,445.28			264,997.60
12669E6K7		1,275,099.03			-		1,275,099.03			607,888.89			(667,210.14	)		607,888.89			920,106.92
12669EH33		228,927.15			-		228,927.15			242,713.34			13,786.19			242,713.34			233,043.73
12669EJ56		270,811.58			-		270,811.58			24,997.89			(245,813.69	)		24,997.89			61,567.92
12669FVD2		1,007,377.18			-		1,007,377.18			999,911.94			(7,465.24	)		999,911.94			981,585.71
12669FXR9		653,960.69			-		653,960.69			641,741.88			(12,218.81	)		641,741.88			425,790.53
12669GKH3		14,665,275.18			-		14,665,275.18			14,590,699.61			(74,575.57	)		14,590,699.61			10,100,291.01
12669GMS7		313,009.05			-		313,009.05			299,972.64			(13,036.41	)		299,972.64			179,157.58
12669GPB1		14,601.77			-		14,601.77			14,549.74			(52.03	)		14,549.74			53,564.67
12669GRM5		3,081,233.74			-		3,081,233.74			3,352,603.86			271,370.12			3,352,603.86			1,882,027.27
12669GRQ6		9,109,436.68			-		9,109,436.68			8,824,803.62			(284,633.06	)		8,824,803.62			5,379,170.19
12669GTV3		421,794.46			-		421,794.46			420,982.68			(811.78	)		420,982.68			230,737.93
12669GUR0		4,179,563.69			-		4,179,563.69			4,148,210.13			(31,353.56	)		4,148,210.13			2,417,636.96
12669UBB5		497,411.54			-		497,411.54			493,894.86			(3,516.68	)		493,894.86			491,696.29
17307GH76		397,457.47			-		397,457.47			382,054.30			(15,403.17	)		382,054.30			266,796.74
17307GH84		128,097.34			-		128,097.34			107,648.21			(20,449.13	)		107,648.21			107,719.90
17307GN79		64,434.59			-		64,434.59			(6,343.76	)		(70,778.35	)		(6,343.76	)		91,934.55
17309CAL9		7,182.19			-		7,182.19			-			(7,182.19	)		-			24,758.15
17309MAF0		58,628.93			-		58,628.93			43,394.40			(15,234.53	)		43,394.40			57,177.44
17309NAH4		373,732.49			-		373,732.49			334,800.00			(38,932.49	)		334,800.00			1,298,044.40
17309QAM6		4,197.12			-		4,197.12			3,000.00			(1,197.12	)		3,000.00			9,824.40
17309RAM4		10,591.41			-		10,591.41			5,869.13			(4,722.28	)		5,869.13			55,161.47
17309SAM2		2,553.02			-		2,553.02			1,448.00			(1,105.02	)		1,448.00			2,452.48
17309YAJ6		25,648.97			-		25,648.97			3,103.02			(22,545.95	)		3,103.02			97,677.60
17309YAK3		2,055.84			-		2,055.84			-			(2,055.84	)		-			18,843.16
17310UAE2		4,863.91			-		4,863.91			3,149.20			(1,714.71	)		3,149.20			37,856.60
22540V3F7		2,411,427.95			-		2,411,427.95			2,321,586.20			(89,841.75	)		2,321,586.20			1,248,566.68
22540V5D0		87,109.83			-		87,109.83			77,223.00			(9,886.83	)		77,223.00			74,577.85
22541N5E5		1,341,369.91			-		1,341,369.91			429,412.25			(911,957.66	)		429,412.25			681,963.97
22541NR68		91,777.21			-		91,777.21			64,007.81			(27,769.40	)		64,007.81			36,806.33
22541Q4M1		1,243,941.82			-		1,243,941.82			951,213.77			(292,728.05	)		951,213.77			606,698.16
22541QA44		1,590,638.83			-		1,590,638.83			1,124,084.31			(466,554.52	)		1,124,084.31			674,486.19
22541QDA7		1,002,335.52			-		1,002,335.52			902,832.43			(99,503.09	)		902,832.43			551,737.51
22541QDB5		498,362.48			-		498,362.48			179,078.08			(319,284.40	)		179,078.08			293,133.14
22541QJR4		557,142.26			-		557,142.26			160,749.67			(396,392.59	)		160,749.67			231,142.96
22541QV25		694,071.00			-		694,071.00			33,535.67			(660,535.33	)		33,535.67			88,578.43
22541SRZ3		4,975.02			-		4,975.02			-			(4,975.02	)		-			57,754.68
2254W0KK0		(114,853.15	)		-		(114,853.15	)		9,127.39			123,980.54			9,127.39			145,406.11

FF-148

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment			Cumulative Adjustment		Amortized Cost before OTTI			Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
22943HAD8	$	12,658,026.12		$	-	$	12,658,026.12		$	11,979,500.00	$	(678,526.12	)	$	11,979,500.00	$	3,107,109.00
23242TAB2		3,876,054.68			-		3,876,054.68			3,667,644.39		(208,410.29	)		3,667,644.39		3,482,624.36
23243AAD8		1,268,803.87			-		1,268,803.87			1,258,403.49		(10,400.38	)		1,258,403.49		762,487.54
23244LAB7		2,921,778.81			-		2,921,778.81			2,692,489.24		(229,289.57	)		2,692,489.24		2,917,292.00
23245QAA7		2,568,138.12			-		2,568,138.12			2,562,342.02		(5,796.10	)		2,562,342.02		1,698,820.61
23248AAJ0		1,208,310.57			-		1,208,310.57			1,157,582.75		(50,727.82	)		1,157,582.75		1,035,893.64
23332UAS3		199,348.78			-		199,348.78			188,388.88		(10,959.90	)		188,388.88		64,507.98
23332UCM4		628,465.64			-		628,465.64			627,691.34		(774.30	)		627,691.34		392,394.03
251508AB3		10,150,913.78			-		10,150,913.78			9,685,446.31		(465,467.47	)		9,685,446.31		5,756,383.64
25150PAD1		738.34			-		738.34			537.08		(201.26	)		537.08		779.86
251510HS5		12,076,035.59			-		12,076,035.59			11,980,270.70		(95,764.89	)		11,980,270.70		8,391,267.44
25151AAA9		6,156,622.27			-		6,156,622.27			5,886,248.70		(270,373.57	)		5,886,248.70		3,673,969.96
251563DR0		32,476.26			-		32,476.26			17,900.81		(14,575.45	)		17,900.81		97,307.20
26441EAC5		284,250.00			-		284,250.00			251,750.00		(32,500.00	)		251,750.00		250,000.00
26441NAA9		16,200.00			-		16,200.00			-		(16,200.00	)		-		-
26441NAB7		10,800.00			-		10,800.00			-		(10,800.00	)		-		-
30251YAB4		9,121,482.29			-		9,121,482.29			9,096,257.47		(25,224.82	)		9,096,257.47		6,851,854.85
32051DQ62		1,061,091.21			-		1,061,091.21			388,057.22		(673,033.99	)		388,057.22		453,199.81
32051DRA2		109,062.39			-		109,062.39			106,337.62		(2,724.77	)		106,337.62		99,813.99
32051GBV6		187,895.70			-		187,895.70			126,531.75		(61,363.95	)		126,531.75		146,678.33
32051GCF0		192,738.63			-		192,738.63			50,620.75		(142,117.88	)		50,620.75		92,555.98
32051GVN2		3,158,791.63			-		3,158,791.63			3,062,503.01		(96,288.62	)		3,062,503.01		3,041,436.06
32051GZS7		6,908,445.51			-		6,908,445.51			6,874,600.00		(33,845.51	)		6,874,600.00		5,970,500.80
32056CAH2		17,195,946.42			-		17,195,946.42			17,168,868.00		(27,078.42	)		17,168,868.00		12,910,676.34
32113JAA3		713,670.08			-		713,670.08			711,792.32		(1,877.76	)		711,792.32		374,625.04
35729RAE6		7,103,874.77			-		7,103,874.77			6,989,036.57		(114,838.20	)		6,989,036.57		6,175,384.09
35952Z007		8,065,469.65			-		8,065,469.65			5,923,357.50		(2,142,112.15	)		5,923,357.50		2,685,858.70
35952Z023		6,509,562.82			-		6,509,562.82			4,511,207.33		(1,998,355.49	)		4,511,207.33		2,071,187.74
35952Z031		6,890,943.12			-		6,890,943.12			4,688,529.86		(2,202,413.26	)		4,688,529.86		2,036,793.37
35952Z049		5,920,336.51			-		5,920,336.51			4,383,058.82		(1,537,277.69	)		4,383,058.82		1,719,720.00
35952Z056		6,015,993.51			-		6,015,993.51			4,285,422.23		(1,730,571.28	)		4,285,422.23		1,640,899.51
35952Z064		6,114,977.70			-		6,114,977.70			4,622,032.20		(1,492,945.50	)		4,622,032.20		1,736,917.20
35952ZA06		11,259,327.98			-		11,259,327.98			12,498,712.40		1,239,384.42			12,498,712.40		4,604,527.38
35952ZA14		525,997.04			-		525,997.04			581,463.24		55,466.20			581,463.24		206,481.07
35952ZA22		879,036.26			-		879,036.26			891,667.03		12,630.77			891,667.03		319,638.64
36228FWU6		1,772,489.98			-		1,772,489.98			1,666,967.85		(105,522.13	)		1,666,967.85		862,761.89
362334EB6		9,599,991.93			-		9,599,991.93			9,320,003.40		(279,988.53	)		9,320,003.40		7,490,942.58
36242D3Z4		57,525.76			-		57,525.76			38,760.00		(18,765.76	)		38,760.00		35,757.60
36242DGA5		130,459.06			-		130,459.06			72,347.83		(58,111.23	)		72,347.83		68,110.75
362437AC9		2,400,982.68			-		2,400,982.68			2,435,483.10		34,500.42			2,435,483.10		1,994,990.42
362480AD7		16,297,435.82			-		16,297,435.82			15,919,814.77		(377,621.05	)		15,919,814.77		8,176,528.40
39538RBB4		13,683,066.88			-		13,683,066.88			13,663,955.41		(19,111.47	)		13,663,955.41		7,674,341.82
39538WBH0		12,049.27			-		12,049.27			8,462.30		(3,586.97	)		8,462.30		19,127.00
39539GAA0		5,437,538.55			-		5,437,538.55			5,402,943.73		(34,594.82	)		5,402,943.73		3,151,642.90
40430HAJ7		68,648.39			-		68,648.39			25,350.40		(43,297.99	)		25,350.40		61,780.60
40430HBH0		6,438.06			-		6,438.06			2,850.00		(3,588.06	)		2,850.00		7,418.85
40430HBJ6		575.14			-		575.14			-		(575.14	)		-		1,578.67
40430HCQ9		3,267.41			-		3,267.41			2,200.00		(1,067.41	)		2,200.00		11,853.80
40430HEB0		40,225.13			-		40,225.13			32,045.00		(8,180.13	)		32,045.00		72,018.60
40430HFL7		1,906,241.76			-		1,906,241.76			1,905,800.00		(441.76	)		1,905,800.00		1,430,500.00
40430MAB3		417,243.03			-		417,243.03			464,426.75		47,183.72			464,426.75		352,134.61
40431HAT4		(1,243.19	)		-		(1,243.19	)		84.55		1,327.74			84.55		23,686.62
40431KAE0		5,616,940.27			-		5,616,940.27			5,404,731.70		(212,208.57	)		5,404,731.70		5,004,585.48

FF-149

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment		Amortized Cost before OTTI		Projected Cash Flow			Recognized OTTI			Amortized Cost after OTTI			Fair Value
40431KAL4	$	247.98	$	-	$	247.98	$	115.03		$	(132.95	)	$	115.03		$	9,863.13
40431RAN5		7,087.43		-		7,087.43		4,200.00			(2,887.43	)		4,200.00			40,650.00
40431XAF9		1,186,537.22		-		1,186,537.22		1,159,500.00			(27,037.22	)		1,159,500.00			2,549,782.00
41161PA86		1,932,863.68		-		1,932,863.68		1,946,607.10			13,743.42			1,946,607.10			1,579,448.32
41161PH55		2,308.18		-		2,308.18		1,361.08			(947.10	)		1,361.08			34,968.16
41161PHC0		8,684,339.77		-		8,684,339.77		8,650,857.66			(33,482.11	)		8,650,857.66			6,046,837.12
41161PHU0		8,248,074.03		-		8,248,074.03		8,260,672.16			12,598.13			8,260,672.16			6,028,918.93
41161PHZ9		105,317.98		-		105,317.98		49,376.44			(55,941.54	)		49,376.44			169,736.74
41161PKH5		703,592.11		-		703,592.11		693,970.59			(9,621.52	)		693,970.59			369,720.57
41161PL43		21,312,175.88		-		21,312,175.88		21,067,464.83			(244,711.05	)		21,067,464.83			13,010,953.08
41161PLR2		13,570,563.22		-		13,570,563.22		13,553,010.79			(17,552.43	)		13,553,010.79			8,267,824.75
41161PMG5		16,528,742.13		-		16,528,742.13		16,420,663.89			(108,078.24	)		16,420,663.89			9,831,420.53
41161PQU0		14,247,339.00		-		14,247,339.00		14,119,857.84			(127,481.16	)		14,119,857.84			8,182,334.16
41161PSC8		9,057.18		-		9,057.18		(11,726.62	)		(20,783.80	)		(11,726.62	)		94,792.19
41161PTN3		2,352,983.33		-		2,352,983.33		2,338,387.78			(14,595.55	)		2,338,387.78			1,286,123.03
41161PTP8		860,946.29		-		860,946.29		795,970.32			(64,975.97	)		795,970.32			461,410.28
41161PWB5		7,640,228.26		-		7,640,228.26		7,589,704.81			(50,523.45	)		7,589,704.81			4,265,834.61
41161PXH1		883,571.47		-		883,571.47		865,233.01			(18,338.46	)		865,233.01			530,313.95
41164LAB5		16,324,343.45		-		16,324,343.45		16,026,074.34			(298,269.11	)		16,026,074.34			8,166,968.73
43739EAP2		21,270,837.01		-		21,270,837.01		21,234,151.29			(36,685.72	)		21,234,151.29			11,958,425.86
43739EBJ5		9,849,040.21		-		9,849,040.21		9,836,426.12			(12,614.09	)		9,836,426.12			7,050,584.45
43739EBS5		9,761,473.92		-		9,761,473.92		9,739,688.58			(21,785.34	)		9,739,688.58			7,491,729.31
44328AAB6		72,387.91		-		72,387.91		68,804.39			(3,583.52	)		68,804.39			82,413.19
45254NHV2		351,070.12		-		351,070.12		350,054.35			(1,015.77	)		350,054.35			118,198.60
45254NKK2		1,662.13		-		1,662.13		(4,540.56	)		(6,202.69	)		(4,540.56	)		59,521.89
45254NNP8		14,514,889.48		-		14,514,889.48		14,347,261.74			(167,627.74	)		14,347,261.74			9,219,523.58
45254NPA9		16,488,639.41		-		16,488,639.41		16,545,405.79			56,766.38			16,545,405.79			11,378,134.66
45254NPG6		1,326,995.88		-		1,326,995.88		1,319,430.88			(7,565.00	)		1,319,430.88			726,877.60
45254NPU5		5,842,116.51		-		5,842,116.51		5,842,706.05			589.54			5,842,706.05			3,342,705.65
45254TSM7		4,706,017.40		-		4,706,017.40		4,671,005.96			(35,011.44	)		4,671,005.96			1,902,063.76
452570AA2		78,979.72		-		78,979.72		69,313.68			(9,666.04	)		69,313.68			56,900.86
45257EAA2		4,858,654.29		-		4,858,654.29		4,744,758.79			(113,895.50	)		4,744,758.79			2,146,887.55
45660L4P1		57,105.29		-		57,105.29		1,487.39			(55,617.90	)		1,487.39			2,974.77
45660LGX1		55,462.51		-		55,462.51		26,390.73			(29,071.78	)		26,390.73			44,753.20
45660LR84		17,959.47		-		17,959.47		314.71			(17,644.76	)		314.71			125,577.31
45660LVD8		29,293.49		-		29,293.49		20,639.38			(8,654.11	)		20,639.38			32,388.63
45660LW96		4,198,962.53		-		4,198,962.53		3,976,700.61			(222,261.92	)		3,976,700.61			2,275,550.77
45660LWD7		3,585,120.26		-		3,585,120.26		3,648,215.73			63,095.47			3,648,215.73			2,987,251.47
45660LYW3		5,093,081.02		-		5,093,081.02		4,859,106.65			(233,974.37	)		4,859,106.65			2,460,258.47
45660N5H4		6,940,643.73		-		6,940,643.73		6,872,107.52			(68,536.21	)		6,872,107.52			4,951,097.58
45660NRB3		1,046,779.44		-		1,046,779.44		956,329.19			(90,450.25	)		956,329.19			549,296.43
45661LAG3		6,278,951.15		-		6,278,951.15		6,219,245.94			(59,705.21	)		6,219,245.94			3,878,668.50
45662BAJ8		117,708.71		-		117,708.71		52,382.87			(65,325.84	)		52,382.87			96,349.55
45664BAE7		31,930.23		-		31,930.23		19,321.22			(12,609.01	)		19,321.22			59,107.26
45667QAJ0		9,023.13		-		9,023.13		-			(9,023.13	)		-			22,839.71
45667WAA6		5,365,903.21		-		5,365,903.21		5,411,747.26			45,844.05			5,411,747.26			3,202,501.98
45667WAC2		547,486.67		-		547,486.67		763,285.49			215,798.82			763,285.49			615,123.57
45668WAE7		400,512.99		-		400,512.99		314,114.04			(86,398.95	)		314,114.04			661,985.18
464126BW0		598,566.21		-		598,566.21		111,704.79			(486,861.42	)		111,704.79			320,035.54
46412AAD4		4,121,977.45		-		4,121,977.45		4,101,600.00			(20,377.45	)		4,101,600.00			3,652,259.00
466247NC3		671,953.93		-		671,953.93		547,381.34			(124,572.59	)		547,381.34			511,342.55
466247UG6		3,233,027.72		-		3,233,027.72		3,098,218.17			(134,809.55	)		3,098,218.17			2,561,267.89
466247XE8		7,272,359.33		-		7,272,359.33		7,264,895.35			(7,463.98	)		7,264,895.35			4,755,810.49

FF-150

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment			Cumulative Adjustment		Amortized Cost before OTTI			Projected Cash Flow			Recognized OTTI			Amortized Cost after OTTI			Fair Value
46626CBS8	$	499,730.40		$	-	$	499,730.40		$	490,727.81		$	(9,002.59	)	$	490,727.81		$	912,998.60
466284AG1		37.46			-		37.46			32.45			(5.01	)		32.45			28.75
466286AH4		307.91			-		307.91			217.20			(90.71	)		217.20			484.46
46629QAR7		13,880.46			-		13,880.46			3,800.00			(10,080.46	)		3,800.00			34,136.00
46629QAU0		1,464,528.27			-		1,464,528.27			1,404,150.00			(60,378.27	)		1,404,150.00			1,106,352.50
46629TAP5		15,869.93			-		15,869.93			10,800.00			(5,069.93	)		10,800.00			73,142.00
46630KAA4		1,602,207.06			-		1,602,207.06			1,530,732.32			(71,474.74	)		1,530,732.32			1,317,540.34
525221CD7		716,769.44			-		716,769.44			484,971.00			(231,798.44	)		484,971.00			90,215.24
525221CE5		289.33			-		289.33			-			(289.33	)		-			7,854.89
525221DV6		3,449.65			-		3,449.65			2,394.94			(1,054.71	)		2,394.94			86,338.90
525221FE2		7,720.86			-		7,720.86			3,363.20			(4,357.66	)		3,363.20			12,358.50
525221JA6		116,346.84			-		116,346.84			81,030.00			(35,316.84	)		81,030.00			406,247.24
525226AL0		1,055,302.54			-		1,055,302.54			997,957.40			(57,345.14	)		997,957.40			102,952.50
525229AG5		1,931,253.09			-		1,931,253.09			1,680,020.00			(251,233.09	)		1,680,020.00			1,273,802.56
52524VAG4		14,474,664.81			-		14,474,664.81			14,416,315.57			(58,349.24	)		14,416,315.57			8,784,292.16
52524YAF0		13,450,949.29			-		13,450,949.29			13,386,690.17			(64,259.12	)		13,386,690.17			7,263,302.75
55027AAU4		6,219,823.70			-		6,219,823.70			6,105,504.94			(114,318.76	)		6,105,504.94			3,131,646.74
56119LAG8		1,531,598.40			-		1,531,598.40			1,186,038.30			(345,560.10	)		1,186,038.30			214,965.00
576433FP6		771,580.52			-		771,580.52			716,828.32			(54,752.20	)		716,828.32			213,700.43
576433GW0		2,295,240.95			-		2,295,240.95			1,556,877.33			(738,363.62	)		1,556,877.33			646,036.06
57643LMP8		1,993,072.89			-		1,993,072.89			1,947,900.00			(45,172.89	)		1,947,900.00			1,002,042.90
576444AA1		(779.62	)		-		(779.62	)		-			779.62			-			-
5899293W6		1,807,333.19			-		1,807,333.19			1,786,708.53			(20,624.66	)		1,786,708.53			944,289.17
589929E87		1,448,488.04			-		1,448,488.04			1,279,493.11			(168,994.93	)		1,279,493.11			837,606.22
589929P69		830,665.30			-		830,665.30			478,173.69			(352,491.61	)		478,173.69			461,485.74
589929X29		5,532,994.49			-		5,532,994.49			5,493,059.31			(39,935.18	)		5,493,059.31			3,800,413.69
59020UQ57		3,596,606.83			-		3,596,606.83			3,585,447.04			(11,159.79	)		3,585,447.04			1,908,268.00
590212AB2		253,386.47			-		253,386.47			248,375.12			(5,011.35	)		248,375.12			255,826.54
59023FAA3		176,165.41			-		176,165.41			130,914.20			(45,251.21	)		130,914.20			132,099.73
59023WAG3		32,000.47			-		32,000.47			21,300.00			(10,700.47	)		21,300.00			36,446.40
59024UAB7		1,566,860.27			-		1,566,860.27			1,598,526.69			31,666.42			1,598,526.69			1,515,062.94
617451DQ9		10,030,791.45			-		10,030,791.45			9,954,962.94			(75,828.51	)		9,954,962.94			8,429,423.39
61748HRF0		2,763.46			-		2,763.46			-			(2,763.46	)		-			91.39
61750FAE0		739,608.63			-		739,608.63			679,675.00			(59,933.63	)		679,675.00			541,904.34
61751JAQ4		24,575.78			-		24,575.78			13,759.20			(10,816.58	)		13,759.20			47,797.93
617526AE8		330,663.44			-		330,663.44			313,885.00			(16,778.44	)		313,885.00			247,384.92
61753VAG7		1,369.53			-		1,369.53			960.00			(409.53	)		960.00			3,245.84
61755FAE5		13,795.30			-		13,795.30			6,720.00			(7,075.30	)		6,720.00			41,503.98
61757MAB4		2,416,976.44			-		2,416,976.44			2,191,534.85			(225,441.59	)		2,191,534.85			2,104,833.35
61915RAZ9		(48,861.61	)		-		(48,861.61	)		(99,571.12	)		(50,709.51	)		(99,571.12	)		21,658.12
61915RBB1		8,041,934.45			-		8,041,934.45			7,966,617.83			(75,316.62	)		7,966,617.83			5,094,346.85
638728AC9		2,529,371.10			-		2,529,371.10			2,436,780.50			(92,590.60	)		2,436,780.50			1,983,431.19
64352VPC9		13,538.07			-		13,538.07			7,000.00			(6,538.07	)		7,000.00			9,830.40
64352VQR5		7,173,253.21			-		7,173,253.21			6,896,118.38			(277,134.83	)		6,896,118.38			6,400,272.64
65106FAB8		12,246,548.33			-		12,246,548.33			11,793,326.27			(453,222.06	)		11,793,326.27			8,280,989.02
65106FAG7		393,807.29			-		393,807.29			204,425.00			(189,382.29	)		204,425.00			693,283.63
65535VEY0		439,294.57			-		439,294.57			330,026.26			(109,268.31	)		330,026.26			649,249.81
65535VLQ9		10,002.24			-		10,002.24			7,670.51			(2,331.73	)		7,670.51			53,267.93
65535VPK8		1,862.16			-		1,862.16			-			(1,862.16	)		-			6,932.41
65535VSQ2		19,886.90			-		19,886.90			7,198.79			(12,688.11	)		7,198.79			38,984.74
65535VUS5		2,700,789.29			-		2,700,789.29			2,764,641.09			63,851.80			2,764,641.09			2,166,578.74
65537BAG5		66,290.17			-		66,290.17			45,150.00			(21,140.17	)		45,150.00			161,976.15
65538DAA3		3,587,773.52			-		3,587,773.52			3,545,133.47			(42,640.05	)		3,545,133.47			2,582,862.12

FF-151

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment			Cumulative Adjustment		Amortized Cost before OTTI			Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
66987WDE4	$	2,625,510.75		$	-	$	2,625,510.75		$	2,428,800.00	$	(196,710.75	)	$	2,428,800.00	$	1,196,770.74
669884AF5		19,285.80			-		19,285.80			11,250.00		(8,035.80	)		11,250.00		20,330.50
68389FBW3		33,467.51			-		33,467.51			32,514.84		(952.67	)		32,514.84		26,461.32
69121PDE0		337,904.52			-		337,904.52			330,332.54		(7,571.98	)		330,332.54		342,386.82
74922MAB7		11,431,419.30			-		11,431,419.30			12,060,094.72		628,675.42			12,060,094.72		6,799,658.99
74922MAC5		1,608,236.42			-		1,608,236.42			1,589,031.34		(19,205.08	)		1,589,031.34		938,655.75
74924YAH6		18,269.99			-		18,269.99			8,550.00		(9,719.99	)		8,550.00		18,488.81
74951PBT4		5,484,649.92			-		5,484,649.92			2,882,847.76		(2,601,802.16	)		2,882,847.76		3,317,692.94
74951PBV9		1,236,488.82			-		1,236,488.82			367,538.91		(868,949.91	)		367,538.91		634,193.57
75114NAA2		12,415,475.64			-		12,415,475.64			12,592,378.28		176,902.64			12,592,378.28		7,078,169.46
75114NAB0		4,382,484.62			-		4,382,484.62			4,341,810.74		(40,673.88	)		4,341,810.74		2,673,649.69
75156XAC5		1,406,146.85			-		1,406,146.85			1,330,200.00		(75,946.85	)		1,330,200.00		899,292.00
75405KAG3		16,425.07			-		16,425.07			12,300.00		(4,125.07	)		12,300.00		75,213.00
75970JAL0		61,163.35			-		61,163.35			48,650.00		(12,513.35	)		48,650.00		92,067.50
75971EAK2		101,429.40			-		101,429.40			89,250.00		(12,179.40	)		89,250.00		247,528.76
76110GJ85		3,864,459.70			-		3,864,459.70			3,665,252.74		(199,206.96	)		3,665,252.74		3,061,346.35
76110GTL5		1,463,336.67			-		1,463,336.67			1,300,907.44		(162,429.23	)		1,300,907.44		1,302,525.24
76110H4M8		288,079.24			-		288,079.24			294,469.45		6,390.21			294,469.45		165,342.19
76110H5D7		4,105.91			-		4,105.91			-		(4,105.91	)		-		8,182.00
76110HKX6		7,893,012.90			-		7,893,012.90			6,186,611.22		(1,706,401.68	)		6,186,611.22		4,372,713.03
76110HKY4		1,278,603.06			-		1,278,603.06			508,627.13		(769,975.93	)		508,627.13		472,017.62
76110W4J2		9,281.19			-		9,281.19			5,900.00		(3,381.19	)		5,900.00		15,173.50
761118FM5		11,578,199.50			-		11,578,199.50			11,351,800.46		(226,399.04	)		11,351,800.46		8,055,693.27
761118FQ6		(5,394.10	)		-		(5,394.10	)		684.04		6,078.14			684.04		815.88
761118LA4		89,364.47			-		89,364.47			19,128.92		(70,235.55	)		19,128.92		53,689.56
761118NN4		11,750,031.34			-		11,750,031.34			11,683,514.47		(66,516.87	)		11,683,514.47		6,831,233.12
761118RJ9		584,954.38			-		584,954.38			586,526.40		1,572.02			586,526.40		294,944.40
761118WP9		14,619,263.04			-		14,619,263.04			14,876,489.48		257,226.44			14,876,489.48		8,313,574.28
761118WS3		383.75			-		383.75			227.01		(156.74	)		227.01		225.89
76112B4M9		2,439,020.27			-		2,439,020.27			2,404,349.19		(34,671.08	)		2,404,349.19		2,019,551.99
76112BK66		11,985.79			-		11,985.79			6,300.00		(5,685.79	)		6,300.00		10,654.50
76112BN55		24,080.01			-		24,080.01			14,400.00		(9,680.01	)		14,400.00		16,935.00
76113ABJ9		1,388,640.81			-		1,388,640.81			1,337,600.00		(51,040.81	)		1,337,600.00		859,889.60
79549ASM2		528,733.61			-		528,733.61			529,063.44		329.83			529,063.44		353,400.35
79549AYA1		1,746,028.85			-		1,746,028.85			1,703,857.90		(42,170.95	)		1,703,857.90		778,101.18
79549AYB9		218,187.22			-		218,187.22			187,191.41		(30,995.81	)		187,191.41		96,687.17
81377EAA2		202,504.30			-		202,504.30			186,651.28		(15,853.02	)		186,651.28		187,847.34
81378EAA1		4,708,051.44			-		4,708,051.44			4,553,938.28		(154,113.16	)		4,553,938.28		3,378,267.41
81379EAA0		618,582.45			-		618,582.45			592,323.58		(26,258.87	)		592,323.58		493,421.15
81744DAD4		15,718.69			-		15,718.69			6,858.21		(8,860.48	)		6,858.21		383,641.06
81879MAX7		52,295.44			-		52,295.44			31,371.60		(20,923.84	)		31,371.60		57,163.88
84752CAE7		1,739,762.41			-		1,739,762.41			1,694,120.80		(45,641.61	)		1,694,120.80		737,746.90
863572F99		587,916.59			-		587,916.59			510,742.13		(77,174.46	)		510,742.13		587,374.29
863579DV7		1,068,600.51			-		1,068,600.51			1,010,289.20		(58,311.31	)		1,010,289.20		167,669.35
863579DX3		127,318.68			-		127,318.68			84,995.11		(42,323.57	)		84,995.11		32,006.02
863579GG7		151,897.55			-		151,897.55			54,661.92		(97,235.63	)		54,661.92		73,424.24
863579GJ1		17,924.39			-		17,924.39			4,252.65		(13,671.74	)		4,252.65		11,790.55
863579YR3		9,668,608.41			-		9,668,608.41			9,682,436.26		13,827.85			9,682,436.26		6,454,932.31
86358BAH5		11,444.36			-		11,444.36			7,600.00		(3,844.36	)		7,600.00		12,137.78
86358HRL5		227,783.68			-		227,783.68			61,403.81		(166,379.87	)		61,403.81		86,971.95
86358R5Q6		141,013.37			-		141,013.37			124,445.32		(16,568.05	)		124,445.32		79,901.94
86358R5R4		70,851.82			-		70,851.82			5,081.88		(65,769.94	)		5,081.88		55,213.13
86358RA49		1,102,248.66			-		1,102,248.66			1,018,016.27		(84,232.39	)		1,018,016.27		1,025,969.02

FF-152

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment			Cumulative Adjustment		Amortized Cost before OTTI			Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
86358RUM7	$	144,265.60		$	-	$	144,265.60		$	140,834.85	$	(3,430.75	)	$	140,834.85	$	83,173.74
86358RUR6		281,833.09			-		281,833.09			14,020.35		(267,812.74	)		14,020.35		50,346.49
86358RZD2		131,567.35			-		131,567.35			68,070.84		(63,496.51	)		68,070.84		81,051.70
86359A5E9		400,036.49			-		400,036.49			378,193.16		(21,843.33	)		378,193.16		214,705.34
86359A6A6		5,190,884.87			-		5,190,884.87			2,144,186.81		(3,046,698.06	)		2,144,186.81		3,592,486.76
86359ACD3		657,812.43			-		657,812.43			698,847.44		41,035.01			698,847.44		593,348.76
86359ACE1		127,525.58			-		127,525.58			85,720.82		(41,804.76	)		85,720.82		149,763.67
86359AEH2		217,329.03			-		217,329.03			142,463.94		(74,865.09	)		142,463.94		29,794.54
86359AKY8		451,672.18			-		451,672.18			57,429.05		(394,243.13	)		57,429.05		41,163.12
86359ANH2		1,625,931.20			-		1,625,931.20			1,597,034.59		(28,896.61	)		1,597,034.59		1,436,518.18
86359AVY6		694,899.37			-		694,899.37			441,719.00		(253,180.37	)		441,719.00		319,881.65
86359AXX6		3,496,393.13			-		3,496,393.13			2,901,987.18		(594,405.95	)		2,901,987.18		2,440,768.26
86359AZE6		1,601,903.60			-		1,601,903.60			963,580.68		(638,322.92	)		963,580.68		756,923.90
86359B7K1		180,036.49			-		180,036.49			177,133.15		(2,903.34	)		177,133.15		149,857.96
86359BCV1		917,250.87			-		917,250.87			102,911.66		(814,339.21	)		102,911.66		593,416.52
86359BLS8		(765.52	)		-		(765.52	)		4,756.32		5,521.84			4,756.32		9,386.31
86359BU82		80,989.75			-		80,989.75			59,799.79		(21,189.96	)		59,799.79		9,375.22
86359DUV7		100,228.40			-		100,228.40			70,000.00		(30,228.40	)		70,000.00		56,732.20
86361EAM3		5,713.02			-		5,713.02			3,284.60		(2,428.42	)		3,284.60		7,494.26
86361EAP6		1,867.20			-		1,867.20			1,103.11		(764.09	)		1,103.11		4,902.72
86361HAA2		15,908,376.25			-		15,908,376.25			15,741,893.88		(166,482.37	)		15,741,893.88		8,278,116.90
86362HAA1		11,806,558.99			-		11,806,558.99			11,542,168.84		(264,390.15	)		11,542,168.84		6,744,277.80
86362PAD7		122,110.19			-		122,110.19			107,406.00		(14,704.19	)		107,406.00		89,587.21
86363DAA9		12,327,347.55			-		12,327,347.55			12,257,792.25		(69,555.30	)		12,257,792.25		6,628,012.46
86363HAB8		4,505,006.39			-		4,505,006.39			4,920,744.14		415,737.75			4,920,744.14		4,136,896.52
872224AD2		19,360,265.50			-		19,360,265.50			17,477,756.10		(1,882,509.40	)		17,477,756.10		9,504,094.06
872224AK6		28,832.86			-		28,832.86			23,511.00		(5,321.86	)		23,511.00		123,806.16
872224AL4		8,099.64			-		8,099.64			1,164.18		(6,935.46	)		1,164.18		13,797.68
872227AE3		5,255,391.40			-		5,255,391.40			5,112,134.61		(143,256.79	)		5,112,134.61		4,213,328.85
872227AM5		36,583.13			-		36,583.13			32,844.00		(3,739.13	)		32,844.00		268,004.90
88157QAL2		963,204.69			-		963,204.69			903,069.62		(60,135.07	)		903,069.62		1,216,408.62
89789KAC9		11,270.83			-		11,270.83			6,900.00		(4,370.83	)		6,900.00		25,650.00
929227EN2		569,748.66			-		569,748.66			366,800.69		(202,947.97	)		366,800.69		207,340.98
929227QB5		319,152.69			-		319,152.69			297,658.60		(21,494.09	)		297,658.60		257,135.74
92922FQ76		492,060.13			-		492,060.13			405,902.60		(86,157.53	)		405,902.60		280,065.77
92922FW61		1,691,317.87			-		1,691,317.87			1,626,676.33		(64,641.54	)		1,626,676.33		1,107,227.53
92922FZF8		10,776,618.19			-		10,776,618.19			10,695,625.74		(80,992.45	)		10,695,625.74		7,703,997.63
92925CBB7		5,342,724.98			-		5,342,724.98			5,283,888.27		(58,836.71	)		5,283,888.27		3,459,548.28
92926SAB2		37,659.12			-		37,659.12			33,309.57		(4,349.55	)		33,309.57		31,677.85
92978EAA2		1,299,702.15			-		1,299,702.15			1,277,040.35		(22,661.80	)		1,277,040.35		1,207,177.23
939335P90		136,353.31			-		136,353.31			24,812.73		(111,540.58	)		24,812.73		105,085.13
9393363A9		482,453.05			-		482,453.05			429,963.70		(52,489.35	)		429,963.70		438,545.75
9393365V1		2,188,779.74			-		2,188,779.74			2,194,352.58		5,572.84			2,194,352.58		1,760,086.24
939336PT4		264,641.23			-		264,641.23			75,014.80		(189,626.43	)		75,014.80		61,371.06
939336X65		14,242,800.09			-		14,242,800.09			14,219,553.38		(23,246.71	)		14,219,553.38		9,642,452.63
93934FJQ6		20,300,949.76			-		20,300,949.76			20,060,077.34		(240,872.42	)		20,060,077.34		11,625,147.87
93934FMJ8		263,742.17			-		263,742.17			134,735.94		(129,006.23	)		134,735.94		498,094.80
93934XAB9		1,814,260.94			-		1,814,260.94			1,794,115.38		(20,145.56	)		1,794,115.38		1,802,322.38
93935AAE2		346,761.77			-		346,761.77			398,513.52		51,751.75			398,513.52		583,482.14
93935GAJ8		140,962.78			-		140,962.78			706.10		(140,256.68	)		706.10		256,003.82
93935LAG3		153,138.70			-		153,138.70			50,369.66		(102,769.04	)		50,369.66		158,381.51
93936JAM4		6,031.51			-		6,031.51			1,911.17		(4,120.34	)		1,911.17		81,602.39
9497EVAF2		18,528.82			-		18,528.82			11,347.50		(7,181.32	)		11,347.50		19,633.90

FF-153

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment			Amortized Cost before OTTI			Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
94983EAH6	$	16,211,475.69	$	-		$	16,211,475.69		$	16,192,004.62	$	(19,471.07	)	$	16,192,004.62	$	13,657,428.60
94983TAE0		12,925,620.38		-			12,925,620.38			12,813,551.55		(112,068.83	)		12,813,551.55		10,974,352.32
94983VAC9		9,097,159.83		-			9,097,159.83			8,692,723.09		(404,436.74	)		8,692,723.09		8,522,414.47
94983YAQ2		5,376,220.47		-			5,376,220.47			5,308,861.83		(67,358.64	)		5,308,861.83		4,332,505.87
Totals	$	1,349,124,213.70	$	-		$	1,349,124,213.70		$	1,290,817,167.68	$	(58,307,046.02	)	$	1,290,817,167.68	$	852,088,739.42
The following is the impairment listing for loan-backed securities for the three months ended September 30, 2009:
CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment			Amortized Cost before OTTI			Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
00075WAB5	$	519,208.77	$	-		$	519,208.77		$	505,397.28	$	(13,811.49	)	$	505,397.28	$	431,544.10
004375CT6		7,163,799.24		2,320,488.32			9,484,287.56			9,484,287.55		(0.01	)		9,484,287.55		7,603,980.73
004375EW7		1,412,259.63		(9,547.64	)		1,402,711.99			1,215,557.40		(187,154.59	)		1,215,557.40		1,054,591.76
004421TD5		1,640,313.96		(83,433.87	)		1,556,880.09			1,395,269.58		(161,610.51	)		1,395,269.58		603,332.40
00442FAB8		256,655.93		67,716.63			324,372.56			230,705.16		(93,667.40	)		230,705.16		236,444.88
00442GAD2		1,907,979.94		2,091,086.82			3,999,066.76			3,124,322.03		(874,744.73	)		3,124,322.03		3,153,383.33
00442JAE4		9,408,905.28		2,634,274.09			12,043,179.37			9,698,807.36		(2,344,372.01	)		9,698,807.36		6,926,676.96
00442KAD3		4,530,278.00		1,014,609.95			5,544,887.95			4,412,473.61		(1,132,414.34	)		4,412,473.61		2,762,424.19
00442LAD1		4,696,408.29		(298,978.62	)		4,397,429.67			3,239,829.89		(1,157,599.78	)		3,239,829.89		2,626,155.02
007034AQ4		9,932,047.59		-			9,932,047.59			8,177,107.14		(1,754,940.45	)		8,177,107.14		6,315,489.20
007036CE4		276,597.44		(7,657.27	)		268,940.17			27,673.33		(241,266.84	)		27,673.33		50,000.00
007036FY7		267,715.87		(115,286.24	)		152,429.63			46,375.37		(106,054.26	)		46,375.37		25,491.51
007036GB6		1,112,630.46		28,476.25			1,141,106.71			1,141,195.35		88.64			1,141,195.35		356,724.66
007037BK9		4,376,248.93		174,940.68			4,551,189.61			2,812,608.70		(1,738,580.91	)		2,812,608.70		2,106,840.61
01853GAB6		231,399.39		458,587.09			689,986.48			690,133.77		147.29			690,133.77		1,034,316.50
021455AB6		1,199,606.82		-			1,199,606.82			1,183,426.74		(16,180.08	)		1,183,426.74		1,145,072.26
02146QAB9		18,139,547.18		(1,109,038.40	)		17,030,508.78			16,602,919.70		(427,589.08	)		16,602,919.70		9,826,134.14
02146TAQ0		23,322,301.50		(3,781,076.79	)		19,541,224.71			18,632,146.52		(909,078.19	)		18,632,146.52		16,793,527.25
02146YAD8		28,392,731.92		(1,298,316.49	)		27,094,415.43			24,850,522.96		(2,243,892.47	)		24,850,522.96		13,539,627.32
02147CAA1		12,032,963.00		(836,316.62	)		11,196,646.38			11,146,023.16		(50,623.22	)		11,146,023.16		6,660,035.47
02147DAB7		15,685,992.89		(1,423,193.90	)		14,262,798.99			13,739,163.79		(523,635.20	)		13,739,163.79		8,208,072.23
02147DAV3		2,659,658.94		381,732.43			3,041,391.37			2,786,404.27		(254,987.10	)		2,786,404.27		1,852,975.82
02150MAB1		18,990,768.73		(2,272,583.08	)		16,718,185.65			15,971,550.45		(746,635.20	)		15,971,550.45		10,462,726.43
02639MAK2		19,054,674.06		(762,686.44	)		18,291,987.62			18,291,987.62		-			18,291,987.62		13,047,387.11
02639MAM8		3,136,786.00		1,153,598.00			4,290,384.00			2,593,716.17		(1,696,667.83	)		2,593,716.17		5,466,780.00
02660CAH3		250,275.32		559,387.76			809,663.08			784,773.38		(24,889.70	)		784,773.38		272,569.10
02660TGN7		10,657,143.64		-			10,657,143.64			10,535,845.86		(121,297.78	)		10,535,845.86		5,663,862.77
02660THA4		94,063.71		-			94,063.71			46,875.57		(47,188.14	)		46,875.57		80,625.87
02660THL0		2,559,936.42		(330,934.05	)		2,229,002.37			2,025,163.17		(203,839.20	)		2,025,163.17		863,944.51
02660THT3		622,626.02		399,665.57			1,022,291.59			1,020,817.61		(1,473.98	)		1,020,817.61		708,081.81
02660TJB0		28,906,129.30		(232,636.52	)		28,673,492.78			28,315,779.46		(357,713.32	)		28,315,779.46		13,601,174.72
02660VAK4		9,099.58		(9,369.79	)		(270.21	)		426.15		696.36			426.15		18,836.29
02660WAC0		24,520,208.95		(2,153,257.07	)		22,366,951.88			21,454,399.72		(912,552.16	)		21,454,399.72		11,771,553.20
02660XAD6		17,347,613.20		(1,191,995.95	)		16,155,617.25			15,936,191.45		(219,425.80	)		15,936,191.45		8,959,921.86
026929AD1		10,898,574.62		-			10,898,574.62			10,736,099.56		(162,475.06	)		10,736,099.56		5,488,165.72
040104QN4		6,095,225.59		-			6,095,225.59			6,057,919.75		(37,305.84	)		6,057,919.75		5,026,788.50
040104RV5		4,592,756.38		(123,260.12	)		4,469,496.26			3,772,497.34		(696,998.92	)		3,772,497.34		2,517,537.98
040104TG6		2,029,962.63		(124,581.79	)		1,905,380.84			1,479,019.19		(426,361.65	)		1,479,019.19		990,027.60
04012XAC9		844,620.86		-			844,620.86			759,834.46		(84,786.40	)		759,834.46		495,326.07
04544TAB7		1,355,804.60		(280,621.33	)		1,075,183.27			1,075,183.27		-			1,075,183.27		1,245,280.75

FF-154

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment			Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
053642AC8	$	5,321,777.88	$	(371,777.88	)	$	4,950,000.00	$	4,950,000.00	$	-		$	4,950,000.00	$	1,500,000.00
055294AA0		4,696,838.95		(945,422.18	)		3,751,416.77		3,751,416.78		0.01			3,751,416.78		2,452,269.32
05535DCF9		9,821,744.05		(1,071,303.73	)		8,750,440.32		8,750,440.31		(0.01	)		8,750,440.31		5,750,898.37
05615P209		1,286,368.63		(589,368.63	)		697,000.00		697,000.00		-			697,000.00		340,000.00
05615TAA0		5,007,026.16		(1,288,226.16	)		3,718,800.00		3,718,800.00		-			3,718,800.00		1,080,000.00
056168AN7		4,346,552.00		1,373,448.00			5,720,000.00		5,720,000.00		-			5,720,000.00		500,000.00
05616YAE0		18,853,825.29		(4,465,158.11	)		14,388,667.18		14,388,667.18		-			14,388,667.18		1,883,333.40
05617AMN8		34,594.93		-			34,594.93		2,310.04		(32,284.89	)		2,310.04		14,596.18
05617BAA7		3,722,628.53		3,103,871.47			6,826,500.00		6,826,500.00		-			6,826,500.00		222,000.00
05946XJW4		170,338.75		(117,857.21	)		52,481.54		52,477.87		(3.67	)		52,477.87		158,146.37
05946XYB3		183,707.74		-			183,707.74		118,648.44		(65,059.30	)		118,648.44		109,381.11
05946XYP2		1,428,514.72		-			1,428,514.72		1,330,552.30		(97,962.42	)		1,330,552.30		773,023.36
05948XVJ7		815,068.00		114,504.11			929,572.11		902,461.25		(27,110.86	)		902,461.25		202,681.69
05949AGR5		1,088,627.28		-			1,088,627.28		1,082,581.86		(6,045.42	)		1,082,581.86		931,832.30
05949AHG8		6,613,855.55		-			6,613,855.55		6,501,312.64		(112,542.91	)		6,501,312.64		5,982,534.38
05949ALH1		3,136,063.07		-			3,136,063.07		3,109,213.69		(26,849.38	)		3,109,213.69		2,847,287.53
05950HAA9		28,262,827.99		(1,154,765.51	)		27,108,062.48		27,038,486.91		(69,575.57	)		27,038,486.91		20,120,243.68
06050HKY3		183,898.38		107,785.83			291,684.21		291,680.77		(3.44	)		291,680.77		93,668.82
06652DAA7		8,246,372.76		(246,350.64	)		8,000,022.12		7,959,884.65		(40,137.47	)		7,959,884.65		4,385,454.26
07325HAC9		3,396,421.72		(37,314.22	)		3,359,107.50		3,359,107.50		-			3,359,107.50		2,066,435.00
07325VAG9		3,340,344.14		(37,370.28	)		3,302,973.86		2,902,615.24		(400,358.62	)		2,902,615.24		2,138,970.12
07384MS60		4,802,277.96		(427,276.98	)		4,375,000.98		4,367,915.95		(7,085.03	)		4,367,915.95		3,674,773.49
07384MV33		56,469.35		149,524.72			205,994.07		214,436.54		8,442.47			214,436.54		236,688.54
073852AA3		4,849,248.05		-			4,849,248.05		4,807,800.46		(41,447.59	)		4,807,800.46		4,403,044.26
073852AD7		4,331,840.60		(1,562,111.24	)		2,769,729.36		2,164,167.52		(605,561.84	)		2,164,167.52		1,627,815.00
073854AB7		15,735,555.94		1,003,379.75			16,738,935.69		15,361,791.55		(1,377,144.14	)		15,361,791.55		10,384,084.09
073860AA6		2,827,917.98		(113,353.92	)		2,714,564.06		2,623,863.37		(90,700.69	)		2,623,863.37		2,211,259.89
073860AB4		3,147,261.45		47,965.59			3,195,227.04		2,841,322.73		(353,904.31	)		2,841,322.73		2,075,165.70
07386HCP4		287,255.08		92,493.22			379,748.30		191,434.49		(188,313.81	)		191,434.49		69,923.74
07386HEN7		683,827.45		197,897.45			881,724.90		852,425.17		(29,299.73	)		852,425.17		183,905.88
07386HHW4		151,576.30		(117,136.18	)		34,440.12		28,412.44		(6,027.68	)		28,412.44		99,856.91
07386HJL6		380,590.74		51,484.69			432,075.43		424,530.53		(7,544.90	)		424,530.53		431,673.79
07386HLU3		53,001.38		(40,308.61	)		12,692.77		9,848.96		(2,843.81	)		9,848.96		68,639.21
07386HSF9		207,583.40		4,598.76			212,182.16		85,616.79		(126,565.37	)		85,616.79		112,096.48
07386HSP7		7,138,266.05		-			7,138,266.05		7,074,398.19		(63,867.86	)		7,074,398.19		4,455,205.98
07386HYN5		57,906.24		(21,540.52	)		36,365.72		35,975.20		(390.52	)		35,975.20		43,711.49
073879PA0		1,587,600.00		313,374.00			1,900,974.00		1,795,558.69		(105,415.31	)		1,795,558.69		659,730.00
073879QF8		1,328,399.34		(98,923.77	)		1,229,475.57		1,171,121.69		(58,353.88	)		1,171,121.69		649,962.49
073879Z92		11,350,187.74		681,869.83			12,032,057.57		11,367,569.79		(664,487.78	)		11,367,569.79		4,120,809.48
07387AFA8		407,156.26		(7,974.91	)		399,181.35		399,184.06		2.71			399,184.06		247,897.72
07387UHB0		29,857.49		84,717.94			114,575.43		10,137.29		(104,438.14	)		10,137.29		95,307.24
07388EAA4		2,648,431.65		(327,186.43	)		2,321,245.22		2,087,349.58		(233,895.64	)		2,087,349.58		1,569,830.16
07388UAB6		1,894,719.76		(125,738.87	)		1,768,980.89		1,597,444.86		(171,536.03	)		1,597,444.86		1,308,020.00
07389LAA7		978,764.88		-			978,764.88		951,767.30		(26,997.58	)		951,767.30		780,857.51
07389PAY6		671,883.04		(195,194.37	)		476,688.67		354,984.94		(121,703.73	)		354,984.94		281,451.61
07389VAA5		2,177,866.83		(223,129.66	)		1,954,737.17		1,855,577.98		(99,159.19	)		1,855,577.98		1,721,263.73
07400XAB4		6,160,794.91		(2,275,619.75	)		3,885,175.16		3,600,099.61		(285,075.55	)		3,600,099.61		1,783,112.33
07401EAA7		16,539,134.17		(4,399,772.21	)		12,139,361.96		11,105,046.49		(1,034,315.47	)		11,105,046.49		9,174,680.50
07401LAA1		18,438,834.77		(2,014,958.39	)		16,423,876.38		16,423,876.38		-			16,423,876.38		9,280,464.75
07401LAQ6		4,994,293.71		(389,130.39	)		4,605,163.32		4,579,487.64		(25,675.68	)		4,579,487.64		2,610,532.26
07401LAT0		12,189.72		-			12,189.72		-		(12,189.72	)		-		-
07401LBA0		556,503.37		115,133.88			671,637.25		676,731.96		5,094.71			676,731.96		741,652.79
07401UAB9		-		651,320.58			651,320.58		-		(651,320.58	)		-		-

FF-155

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment			Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
07820QAY1	$	18,863,836.78	$	(411,968.78	)	$	18,451,868.00	$	18,352,306.98	$	(99,561.02	)	$	18,352,306.98	$	12,499,070.11
07820QBL8		3,376,566.99		(136,328.89	)		3,240,238.10		3,233,685.51		(6,552.59	)		3,233,685.51		1,818,474.42
078446AB7		151,595.08		33,405.00			185,000.08		166,400.00		(18,600.08	)		166,400.00		166,400.00
12489WQE7		1,982,150.96		(88,050.96	)		1,894,100.00		1,538,342.85		(355,757.15	)		1,538,342.85		813,420.00
12489WQH0		756,130.95		(107,825.17	)		648,305.78		103,752.46		(544,553.32	)		103,752.46		91,631.00
1248MAAD9		2,541,014.19		(528,869.19	)		2,012,145.00		1,433,340.60		(578,804.40	)		1,433,340.60		1,679,880.00
1248MEAE9		1,983,024.90		(149,056.65	)		1,833,968.25		1,353,070.11		(480,898.14	)		1,353,070.11		1,161,082.58
1248MEAG4		1,224,402.87		(51,403.72	)		1,172,999.15		955,591.98		(217,407.17	)		955,591.98		937,256.20
1248MGAJ3		259,895.47		(5,620.38	)		254,275.09		254,246.64		(28.45	)		254,246.64		257,087.82
1248RHAD9		4,825,729.33		624,421.61			5,450,150.94		4,688,108.38		(762,042.56	)		4,688,108.38		2,622,062.01
12498NAB9		1,639,061.21		(18,936.42	)		1,620,124.79		1,463,465.46		(156,659.33	)		1,463,465.46		1,169,679.50
12544WAK3		1,396,569.43		(463,642.49	)		932,926.94		932,916.32		(10.62	)		932,916.32		1,360,197.70
12567AAF4		577,626.82		203,879.63			781,506.45		787,811.24		6,304.79			787,811.24		878,129.07
12627HAN0		-		11,466.84			11,466.84		1,367.93		(10,098.91	)		1,367.93		1,683.51
12629EAK1		54,524.12		21,017.46			75,541.58		20,271.04		(55,270.54	)		20,271.04		63,138.27
12629EAL9		8,583.86		2,453.62			11,037.48		1,360.90		(9,676.58	)		1,360.90		3,134.03
12638PAL3		15,184.14		(438.66	)		14,745.48		1,666.44		(13,079.04	)		1,666.44		15,146.04
12666XAB3		7,019,185.30		(923,288.60	)		6,095,896.70		5,223,181.76		(872,714.94	)		5,223,181.76		4,569,055.09
126670HG6		9,352,673.98		-			9,352,673.98		9,355,922.98		3,249.00			9,355,922.98		10,084,815.90
126670JD1		1,863,962.52		(192,104.00	)		1,671,858.52		1,574,212.30		(97,646.22	)		1,574,212.30		1,283,185.56
126670KN7		1,678,388.88		356,254.93			2,034,643.81		1,882,551.51		(152,092.30	)		1,882,551.51		841,961.40
126670LN6		2,415,597.36		626,916.91			3,042,514.27		3,042,514.26		(0.01	)		3,042,514.26		1,460,640.00
126670LP1		7,123,064.58		(596,888.59	)		6,526,175.99		5,761,620.57		(764,555.42	)		5,761,620.57		2,062,295.21
126670PG7		2,444,356.65		610,383.35			3,054,740.00		3,054,739.99		(0.01	)		3,054,739.99		973,650.00
126670TU2		203,746.99		(7,048.14	)		196,698.85		188,591.24		(8,107.61	)		188,591.24		166,127.47
126670WT1		5,701,723.83		(140,685.72	)		5,561,038.11		5,410,642.91		(150,395.20	)		5,410,642.91		4,024,154.69
12667F2A2		225,614.10		(54,562.89	)		171,051.21		170,407.29		(643.92	)		170,407.29		57,084.58
12667FBJ3		2,827,064.21		(108,914.75	)		2,718,149.46		2,515,383.04		(202,766.42	)		2,515,383.04		1,926,746.07
12667FUL7		363,818.07		668,569.98			1,032,388.05		768,054.37		(264,333.68	)		768,054.37		362,632.08
12667G4D2		32,994.70		5,056.87			38,051.57		38,064.70		13.13			38,064.70		47,697.12
12667GME0		18,880,537.38		(297,783.85	)		18,582,753.53		18,548,991.69		(33,761.84	)		18,548,991.69		10,248,733.30
12667GR62		13,052,068.54		(667,748.98	)		12,384,319.56		12,339,645.63		(44,673.93	)		12,339,645.63		7,945,081.82
12667GRW5		921,422.11		(71,616.46	)		849,805.65		823,931.16		(25,874.49	)		823,931.16		280,986.90
12667GS20		16,531,807.96		(743,582.23	)		15,788,225.73		15,720,911.25		(67,314.48	)		15,720,911.25		9,005,883.82
12667GWF6		11,062,552.39		(800,695.78	)		10,261,856.61		9,789,343.33		(472,513.28	)		9,789,343.33		5,977,273.89
12667GYX5		1,336,434.97		(59,584.11	)		1,276,850.86		1,276,934.26		83.40			1,276,934.26		1,221,145.30
12667NAC2		302,475.15		(34,563.72	)		267,911.43		251,911.17		(16,000.26	)		251,911.17		202,228.60
126684AC3		3,671,234.92		56,724.11			3,727,959.03		2,519,422.70		(1,208,536.33	)		2,519,422.70		2,717,065.70
12668A3Q6		11,532,394.21		(1,224,490.18	)		10,307,904.03		10,091,603.67		(216,300.36	)		10,091,603.67		3,642,147.56
12668A3V5		11,258.20		3,341.34			14,599.54		6,673.14		(7,926.40	)		6,673.14		31,045.27
12668A4B8		18,711,254.76		(1,395,504.10	)		17,315,750.66		17,315,750.66		-			17,315,750.66		9,127,366.92
12668A4G7		14,011.78		27,523.14			41,534.92		15,366.29		(26,168.63	)		15,366.29		73,212.54
12668AAY1		106,643.39		6,625.29			113,268.68		113,380.18		111.50			113,380.18		183,254.18
12668ACG8		4,998,888.12		(153,482.01	)		4,845,406.11		4,845,406.08		(0.03	)		4,845,406.08		3,609,924.61
12668ACZ6		4,499,766.63		(173,854.08	)		4,325,912.55		4,137,284.50		(188,628.05	)		4,137,284.50		2,379,271.66
12668AEV3		15,081,269.65		(829,384.30	)		14,251,885.35		13,690,673.49		(561,211.86	)		13,690,673.49		8,133,735.72
12668AEZ4		85,623.07		(59,104.31	)		26,518.76		26,518.61		(0.15	)		26,518.61		84,444.08
12668AFA8		-		30,018.43			30,018.43		30,018.43		-			30,018.43		263,873.71
12668AGW9		3,741,720.38		(345,539.94	)		3,396,180.44		3,388,293.64		(7,886.80	)		3,388,293.64		2,866,088.17
12668APF6		546,648.54		-			546,648.54		528,509.16		(18,139.38	)		528,509.16		389,806.39
12668ATY1		64,981.06		285.75			65,266.81		65,301.40		34.59			65,301.40		96,700.87
12668AUD5		22,947.44		(17,168.66	)		5,778.78		5,778.80		0.02			5,778.80		11,618.93
12668AVP7		9,011,861.26		(149,623.93	)		8,862,237.33		8,786,969.57		(75,267.76	)		8,786,969.57		4,809,012.14

FF-156

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment			Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
12668AWQ4	$	63,064.95	$	(41,182.86	)	$	21,882.09	$	21,891.84	$	9.75		$	21,891.84	$	76,664.17
12668BAU7		256,515.37		72,316.61			328,831.98		331,444.91		2,612.93			331,444.91		411,142.82
12668BB77		31,401,310.26		(1,312,292.16	)		30,089,018.10		27,235,988.98		(2,853,029.12	)		27,235,988.98		15,870,222.21
12668BDR1		62,791.96		(34,399.63	)		28,392.33		9,544.23		(18,848.10	)		9,544.23		77,363.31
12668BE33		17,706,796.02		-			17,706,796.02		16,793,629.68		(913,166.34	)		16,793,629.68		8,840,208.91
12668VAB5		-		620,497.66			620,497.66		-		(620,497.66	)		-		-
126694A99		16,898.38		(10,895.47	)		6,002.91		6,003.39		0.48			6,003.39		17,439.22
126694F86		20,391.45		(15,609.59	)		4,781.86		2,247.30		(2,534.56	)		2,247.30		18,426.75
126694N46		5,470,899.87		(86,756.35	)		5,384,143.52		5,360,641.34		(23,502.18	)		5,360,641.34		3,671,788.82
126694P36		13,351.26		(7,740.95	)		5,610.31		1,755.02		(3,855.29	)		1,755.02		26,949.00
126694YW2		-		8,580.56			8,580.56		3,829.91		(4,750.65	)		3,829.91		35,756.56
126694ZB7		92,124.00		(43,841.51	)		48,282.49		14,982.76		(33,299.73	)		14,982.76		87,298.75
126694ZD3		10,000.05		(6,657.19	)		3,342.86		1,305.16		(2,037.70	)		1,305.16		9,044.43
12669EJ56		301,531.31		-			301,531.31		286,548.50		(14,982.81	)		286,548.50		67,864.28
12669FKR3		304,143.53		(11,418.61	)		292,724.92		292,930.75		205.83			292,930.75		281,052.68
12669FP23		926,517.96		(144,719.28	)		781,798.68		581,479.73		(200,318.95	)		581,479.73		773,778.26
12669FP31		380,634.09		148,409.28			529,043.37		529,599.59		556.22			529,599.59		2,648,192.87
12669FVD2		1,169,620.10		(65,066.69	)		1,104,553.41		1,077,602.48		(26,950.93	)		1,077,602.48		1,003,245.17
12669FW82		1,314,727.94		(10,002.13	)		1,304,725.81		1,287,811.50		(16,914.31	)		1,287,811.50		868,963.99
12669GKH3		15,331,821.57		(276,763.61	)		15,055,057.96		15,002,316.60		(52,741.36	)		15,002,316.60		10,052,878.55
12669GPB1		16,950.71		9,248.94			26,199.65		26,230.15		30.50			26,230.15		53,255.89
12669GRM5		3,911,114.03		(384,606.77	)		3,526,507.26		3,513,044.42		(13,462.84	)		3,513,044.42		1,780,769.18
12669GRQ6		10,272,369.54		(1,065,274.43	)		9,207,095.11		9,207,134.49		39.38			9,207,134.49		4,609,484.89
12669GTV3		467,078.28		-			467,078.28		452,088.33		(14,989.95	)		452,088.33		243,610.29
12669GUR0		4,439,724.36		-			4,439,724.36		4,240,384.06		(199,340.30	)		4,240,384.06		2,441,775.73
12669GXW6		471,356.95		(139,215.79	)		332,141.16		317,212.09		(14,929.07	)		317,212.09		463,602.20
14454AAB5		4,471,714.44		(55,600.07	)		4,416,114.37		3,857,608.47		(558,505.90	)		3,857,608.47		4,164,604.52
172939AB6		15,337.86		-			15,337.86		13,118.45		(2,219.41	)		13,118.45		15,336.27
172981AK8		342,521.18		(31,891.65	)		310,629.53		310,632.30		2.77			310,632.30		389,038.34
172981AL6		151,789.82		(25,449.25	)		126,340.57		126,414.10		73.53			126,414.10		240,485.38
17307G3D8		2,598,040.25		-			2,598,040.25		2,350,810.16		(247,230.09	)		2,350,810.16		1,117,297.50
17307GH76		463,195.26		(55,298.08	)		407,897.18		407,963.50		66.32			407,963.50		270,268.29
17307GH84		131,176.06		1,655.85			132,831.91		132,825.92		(5.99	)		132,825.92		108,707.01
17307GMQ8		8,616,619.66		(505,406.42	)		8,111,213.24		8,111,213.24		-			8,111,213.24		7,609,572.61
17307GN79		418,283.59		(315,563.30	)		102,720.29		102,725.13		4.84			102,725.13		414,688.77
17307GPE2		18,552,801.73		(4,842,253.54	)		13,710,548.19		13,710,548.20		0.01			13,710,548.20		12,283,335.08
17307GPW2		513,103.85		(424,513.73	)		88,590.12		88,590.13		0.01			88,590.13		165,726.90
17307GYD4		2,829,465.75		(31,728.82	)		2,797,736.93		2,797,736.96		0.03			2,797,736.96		2,803,004.85
17309CAL9		79,993.93		(52,423.25	)		27,570.68		10,146.60		(17,424.08	)		10,146.60		59,030.30
17309MAB9		13,156,128.34		(395,030.64	)		12,761,097.70		10,885,808.42		(1,875,289.28	)		10,885,808.42		9,089,032.68
17309MAF0		220,729.10		11,570.76			232,299.86		58,628.93		(173,670.93	)		58,628.93		59,073.95
17309NAH4		774,441.64		(174,961.62	)		599,480.02		373,732.49		(225,747.53	)		373,732.49		1,317,984.39
17309QAC8		9,483,531.50		-			9,483,531.50		9,131,483.87		(352,047.63	)		9,131,483.87		6,448,000.00
17309QAM6		9,141.75		-			9,141.75		4,197.12		(4,944.63	)		4,197.12		8,836.65
17309RAM4		56,280.88		(4,625.89	)		51,654.99		13,656.64		(37,998.35	)		13,656.64		73,720.22
17309SAC4		8,925,171.25		(504,005.88	)		8,421,165.37		6,941,987.90		(1,479,177.47	)		6,941,987.90		5,687,470.00
17309SAM2		4,636.01		4,720.97			9,356.98		2,553.02		(6,803.96	)		2,553.02		5,013.99
17309SAN0		7,214.87		(137.27	)		7,077.60		1,509.08		(5,568.52	)		1,509.08		2,668.08
17309YAJ6		54,564.03		20,288.62			74,852.65		39,911.23		(34,941.42	)		39,911.23		114,422.81
17309YAK3		-		28,604.03			28,604.03		4,216.72		(24,387.31	)		4,216.72		42,204.10
17310UAE2		51,053.34		(27,826.82	)		23,226.52		4,863.91		(18,362.61	)		4,863.91		37,520.51
17311FAL8		30,887.23		(21,445.18	)		9,442.05		154.36		(9,287.69	)		154.36		222,132.05
17311YAC7		3,150,249.53		480,130.23			3,630,379.76		2,862,498.86		(767,880.90	)		2,862,498.86		2,101,458.18

FF-157

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment			Amortized Cost before OTTI			Projected Cash Flow			Recognized OTTI			Amortized Cost after OTTI			Fair Value
17312TAH6	$	1,893,993.95	$	(226,464.53	)	$	1,667,529.42		$	1,440,032.26		$	(227,497.16	)	$	1,440,032.26		$	1,534,891.53
22540V3F7		1,890,042.00		559,538.77			2,449,580.77			2,449,442.72			(138.05	)		2,449,442.72			507,466.40
22540V5D0		115,031.22		(28,738.44	)		86,292.78			86,191.16			(101.62	)		86,191.16			74,035.85
22540VQ70		899,974.17		236,261.77			1,136,235.94			1,136,235.94			-			1,136,235.94			623,860.28
22541N5E5		1,473,419.26		-			1,473,419.26			1,369,780.86			(103,638.40	)		1,369,780.86			691,510.56
22541NBT5		1,074,616.32		347,070.61			1,421,686.93			1,420,919.03			(767.90	)		1,420,919.03			859,509.76
22541NFL8		5,118,467.49		(127,761.32	)		4,990,706.17			4,990,706.20			0.03			4,990,706.20			2,288,500.02
22541NUB3		2,880,202.96		(91,441.62	)		2,788,761.34			2,789,444.82			683.48			2,789,444.82			2,398,709.70
22541Q4M1		663,173.64		613,317.19			1,276,490.83			1,276,344.86			(145.97	)		1,276,344.86			618,494.55
22541QDB5		552,429.99		-			552,429.99			541,611.89			(10,818.10	)		541,611.89			312,958.91
22541QFK3		481,402.84		(110,640.98	)		370,761.86			370,790.64			28.78			370,790.64			331,650.58
22541QJR4		330,174.13		245,780.50			575,954.63			575,938.00			(16.63	)		575,938.00			262,950.66
22541QV25		578,646.08		220,527.23			799,173.31			798,461.81			(711.50	)		798,461.81			91,246.41
22541SFL7		852.18		(105.66	)		746.52			69.29			(677.23	)		69.29			510.78
22541SJV1		3,738,393.83		(4,813.15	)		3,733,580.68			3,733,580.68			-			3,733,580.68			962,824.24
22541SRC4		434,980.63		93,437.29			528,417.92			528,417.92			-			528,417.92			385,161.77
22541SRZ3		31,598.34		(7,509.28	)		24,089.06			12,763.53			(11,325.53	)		12,763.53			43,762.64
22541SSD1		314,047.25		(127,205.03	)		186,842.22			187,095.50			253.28			187,095.50			865,190.68
22541SXR4		2,613,816.01		(531,847.60	)		2,081,968.41			1,786,429.75			(295,538.66	)		1,786,429.75			869,884.19
225458RG5		124,076.57		(79,230.82	)		44,845.75			44,845.76			0.01			44,845.76			48,115.99
225470C84		82,798.50		(68,343.29	)		14,455.21			167.58			(14,287.63	)		167.58			6,703.04
225470R70		96,510.45		(53,517.70	)		42,992.75			5,549.27			(37,443.48	)		5,549.27			63,483.41
225470R88		15,198.33		(5,180.78	)		10,017.55			1,203.65			(8,813.90	)		1,203.65			10,731.34
2254W0KK0		212,092.46		(310,532.74	)		(98,440.28	)		(106,103.50	)		(7,663.22	)		(106,103.50	)		145,399.74
2254W0NK7		1,547,996.44		(160,746.35	)		1,387,250.09			1,182,221.51			(205,028.58	)		1,182,221.51			802,850.58
22943HAD8		14,216,322.80		(597,627.00	)		13,618,695.80			12,658,026.12			(960,669.68	)		12,658,026.12			7,054,053.00
22943HAK2		30,517.90		15,690.33			46,208.23			201.96			(46,006.27	)		201.96			8,097.82
23242TAB2		4,953,226.88		(301,664.83	)		4,651,562.05			4,063,349.86			(588,212.19	)		4,063,349.86			3,404,713.15
23243AAD8		1,565,156.10		(124,145.33	)		1,441,010.77			1,293,891.82			(147,118.95	)		1,293,891.82			743,267.56
23244FAM6		24,363.20		(20,376.13	)		3,987.07			88.50			(3,898.57	)		88.50			31,646.43
23244LAB7		4,296,125.45		(919,083.73	)		3,377,041.72			2,921,778.81			(455,262.91	)		2,921,778.81			2,582,580.00
23245QAA7		2,760,260.16		(106,228.45	)		2,654,031.71			2,609,924.65			(44,107.06	)		2,609,924.65			1,467,295.67
23248AAJ0		1,565,856.87		(105,779.76	)		1,460,077.11			1,301,324.71			(158,752.40	)		1,301,324.71			1,068,942.12
23332UAC8		5,807,742.68		(13,168.35	)		5,794,574.33			5,741,469.60			(53,104.73	)		5,741,469.60			3,866,071.61
23332UAR5		10,467,214.03		(18,172.73	)		10,449,041.30			10,449,041.30			-			10,449,041.30			6,182,658.05
23332UAS3		277,932.48		-			277,932.48			206,727.94			(71,204.54	)		206,727.94			65,384.78
23332UBV5		7,460,439.38		(479,169.10	)		6,981,270.28			6,981,270.28			-			6,981,270.28			4,313,808.10
23332UCM4		658,612.31		-			658,612.31			643,759.22			(14,853.09	)		643,759.22			401,892.70
23332UDU5		22,851,604.71		(656,343.79	)		22,195,260.92			22,100,532.47			(94,728.45	)		22,100,532.47			13,289,579.24
23332UFV1		1,605,962.27		(74,651.56	)		1,531,310.71			1,531,310.71			-			1,531,310.71			843,104.65
251508AB3		12,475,288.19		(297,899.32	)		12,177,388.87			10,617,465.44			(1,559,923.43	)		10,617,465.44			6,145,035.48
25150PAD1		32,778.73		(16,297.96	)		16,480.77			1,959.61			(14,521.16	)		1,959.61			4,542.36
251510FB4		8,549,333.83		(194,897.70	)		8,354,436.13			7,642,454.65			(711,981.48	)		7,642,454.65			5,761,634.00
251510FL2		159,899.64		-			159,899.64			156,803.09			(3,096.55	)		156,803.09			227,998.74
251510HS5		13,603,006.39		(1,103,261.72	)		12,499,744.67			12,076,035.59			(423,709.08	)		12,076,035.59			8,439,838.24
251510NB5		6,034,679.55		-			6,034,679.55			5,767,870.03			(266,809.52	)		5,767,870.03			3,683,705.40
251510NC3		8,740,923.18		5,593,334.86			14,334,258.04			14,334,258.03			(0.01	)		14,334,258.03			2,968,247.91
25151AAA9		4,856,137.55		2,503,372.19			7,359,509.74			6,689,907.58			(669,602.16	)		6,689,907.58			3,929,711.54
251563DR0		102,525.63		(50,707.75	)		51,817.88			32,476.26			(19,341.62	)		32,476.26			102,321.81
26248PMM0		10,997.67		-			10,997.67			2,416.74			(8,580.93	)		2,416.74			5,730.01
26410MAF7		5,233,856.64		(2,757,559.00	)		2,476,297.64			2,700,672.60			224,374.96			2,700,672.60			527,148.00
26410WAD0		3,213,269.77		413,203.94			3,626,473.71			3,097,151.46			(529,322.25	)		3,097,151.46			856,615.50
26441EAC5		401,016.00		(116,766.00	)		284,250.00			284,250.00			-			284,250.00			175,000.00

FF-158

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment			Cumulative Adjustment			Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
26441NAA9	$	-		$	53,400.00		$	53,400.00	$	16,200.00	$	(37,200.00	)	$	16,200.00	$	16,200.00
26441NAB7		-			31,000.00			31,000.00		10,800.00		(20,200.00	)		10,800.00		10,800.00
29108PAB0		(134,092.48	)		2,264,092.48			2,130,000.00		2,130,000.00		-			2,130,000.00		1,100,000.00
30247DAD3		2,051,017.09			(1,137,411.77	)		913,605.32		845,088.51		(68,516.81	)		845,088.51		1,000,034.00
316599AB5		140,483.38			-			140,483.38		136,159.33		(4,324.05	)		136,159.33		131,868.91
31678UAA7		289,345.77			159,741.30			449,087.07		448,714.56		(372.51	)		448,714.56		228,687.27
318340AB2		1,106,527.87			449,771.16			1,556,299.03		1,315,378.39		(240,920.64	)		1,315,378.39		611,000.01
32027NLM1		10,391.79			(1,561.24	)		8,830.55		8,830.55		-			8,830.55		9,161.00
32051DCK6		563,580.03			-			563,580.03		552,360.05		(11,219.98	)		552,360.05		551,934.49
32051DRA2		115,648.30			-			115,648.30		109,462.89		(6,185.41	)		109,462.89		101,136.64
32051DV33		794,995.19			(53,051.26	)		741,943.93		742,001.26		57.33			742,001.26		631,716.89
32051GBV6		195,657.25			-			195,657.25		190,371.32		(5,285.93	)		190,371.32		247,779.49
32051GCF0		554,677.61			(231,053.37	)		323,624.24		260,229.45		(63,394.79	)		260,229.45		479,396.76
32051GFF7		114,141.34			(49,374.38	)		64,766.96		38,252.95		(26,514.01	)		38,252.95		44,989.43
32051GVN2		3,821,650.34			-			3,821,650.34		3,791,624.29		(30,026.05	)		3,791,624.29		3,605,696.38
32051GZS7		7,648,650.03			(484,876.35	)		7,163,773.68		6,908,445.51		(255,328.17	)		6,908,445.51		5,687,933.60
32052CAD5		187.27			-			187.27		-		(187.27	)		-		-
32056CAH2		18,026,259.76			(719,438.20	)		17,306,821.56		17,195,946.42		(110,875.14	)		17,195,946.42		13,160,090.74
32113JAA3		745,161.46			-			745,161.46		730,438.24		(14,723.22	)		730,438.24		399,219.66
32113JBV6		690,144.22			(368,021.55	)		322,122.67		228,030.96		(94,091.71	)		228,030.96		118,856.40
35729RAE6		10,399,373.35			(270,043.94	)		10,129,329.41		7,883,777.67		(2,245,551.74	)		7,883,777.67		8,255,183.02
35952Z007		12,597,726.70			(4,238,353.77	)		8,359,372.93		8,065,469.68		(293,903.25	)		8,065,469.68		2,239,090.41
35952Z023		10,157,208.88			(3,420,733.95	)		6,736,474.93		6,509,562.83		(226,912.10	)		6,509,562.83		1,725,443.26
35952Z031		10,918,604.98			(3,621,147.46	)		7,297,457.52		6,890,943.13		(406,514.39	)		6,890,943.13		1,698,588.00
35952Z049		9,616,866.38			(3,111,100.34	)		6,505,766.04		5,920,336.51		(585,429.53	)		5,920,336.51		1,433,549.70
35952Z056		9,823,862.10			(3,161,367.50	)		6,662,494.60		6,015,993.51		(646,501.09	)		6,015,993.51		1,367,656.20
35952Z064		10,038,057.69			(3,213,383.11	)		6,824,674.58		6,114,977.70		(709,696.88	)		6,114,977.70		1,448,192.70
35952ZA06		27,551,645.51			(13,015,358.19	)		14,536,287.32		11,259,327.99		(3,276,959.33	)		11,259,327.99		3,837,485.15
35952ZA14		1,310,604.18			(608,032.74	)		702,571.44		525,997.05		(176,574.39	)		525,997.05		172,084.53
35952ZA22		2,174,056.20			(1,016,132.73	)		1,157,923.47		879,036.25		(278,887.22	)		879,036.25		266,455.75
36228FU38		133,252.51			(23,408.35	)		109,844.16		110,225.32		381.16			110,225.32		135,474.16
362334EB6		11,750,921.86			(409,585.78	)		11,341,336.08		10,432,832.98		(908,503.10	)		10,432,832.98		7,905,838.40
362334FS8		1,498,434.51			(52,548.01	)		1,445,886.50		1,268,784.30		(177,102.20	)		1,268,784.30		896,004.31
362341SG5		973,759.47			(251,383.68	)		722,375.79		722,619.50		243.71			722,619.50		841,148.33
362341VU0		22,216,825.75			(706,260.26	)		21,510,565.49		21,510,565.56		0.07			21,510,565.56		14,506,947.50
362341XE4		24,725,080.51			(1,120,609.69	)		23,604,470.82		23,619,213.22		14,742.40			23,619,213.22		20,524,915.29
36242D3Z4		99,672.30			18,970.87			118,643.17		57,525.76		(61,117.41	)		57,525.76		37,989.60
36242DBY8		1,514,752.44			(11,567.69	)		1,503,184.75		1,503,222.82		38.07			1,503,222.82		1,542,213.75
36242DBZ5		736,203.43			(295,389.29	)		440,814.14		431,349.89		(9,464.25	)		431,349.89		174,847.45
36242DGA5		255,499.68			(78,936.04	)		176,563.64		131,227.71		(45,335.93	)		131,227.71		109,513.40
362437AC9		2,904,701.65			-			2,904,701.65		2,766,512.29		(138,189.36	)		2,766,512.29		2,200,124.57
36244LAA1		3,592,536.98			(35,823.51	)		3,556,713.47		3,346,055.90		(210,657.57	)		3,346,055.90		2,781,928.22
362480AD7		20,578,094.31			(1,551,939.62	)		19,026,154.69		17,271,484.62		(1,754,670.07	)		17,271,484.62		10,506,726.52
38012UAA7		702,306.52			(135,212.34	)		567,094.18		567,094.18		-			567,094.18		463,963.48
39538AAN6		112,699.15			(42,873.56	)		69,825.59		6,620.32		(63,205.27	)		6,620.32		46,850.28
39538RAB5		12,822,232.56			(211,618.14	)		12,610,614.42		12,610,614.42		-			12,610,614.42		6,530,042.45
39538RBB4		14,678,426.13			-			14,678,426.13		14,242,584.03		(435,842.10	)		14,242,584.03		7,704,968.48
39538WBH0		18,553.24			(5,118.63	)		13,434.61		12,049.27		(1,385.34	)		12,049.27		10,356.98
39538WEU8		40,208.50			(8,527.45	)		31,681.05		1,855.69		(29,825.36	)		1,855.69		18,233.47
39538WFH6		12,189,549.72			(450,769.55	)		11,738,780.17		11,497,667.50		(241,112.67	)		11,497,667.50		5,790,767.49
39538WHF8		35,953,806.23			(2,193,286.66	)		33,760,519.57		33,038,438.02		(722,081.55	)		33,038,438.02		17,810,559.51
39539GAA0		5,782,377.38			-			5,782,377.38		5,687,762.28		(94,615.10	)		5,687,762.28		3,254,887.46
40430HAJ7		224,963.40			(53,507.84	)		171,455.56		68,648.39		(102,807.17	)		68,648.39		51,328.98

FF-159

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment			Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
40430HBH0	$	26,420.54	$	6,245.24		$	32,665.78	$	6,438.06	$	(26,227.72	)	$	6,438.06	$	8,564.40
40430HBJ6		1,430.41		10,873.51			12,303.92		2,561.10		(9,742.82	)		2,561.10		3,899.46
40430HCQ9		17,350.80		(9,836.80	)		7,514.00		3,267.41		(4,246.59	)		3,267.41		10,485.80
40430HDC9		1,851,099.68		-			1,851,099.68		1,792,320.84		(58,778.84	)		1,792,320.84		1,382,382.87
40430HEB0		63,957.60		(12,947.84	)		51,009.76		40,225.13		(10,784.63	)		40,225.13		60,728.90
40430HFL7		1,956,176.05		-			1,956,176.05		1,906,241.76		(49,934.29	)		1,906,241.76		1,318,660.00
40430MAB3		774,684.30		-			774,684.30		498,323.78		(276,360.52	)		498,323.78		427,663.10
40430VAG2		8,658,131.22		1,992,799.59			10,650,930.81		10,650,930.84		0.03			10,650,930.84		6,347,544.39
40430YAD3		1,120,844.61		476,051.43			1,596,896.04		1,595,797.52		(1,098.52	)		1,595,797.52		1,032,149.37
40431HAT4		36,041.61		(675.07	)		35,366.54		3,884.33		(31,482.21	)		3,884.33		47,067.21
40431KAA8		218,202.31		-			218,202.31		199,872.54		(18,329.77	)		199,872.54		171,190.71
40431KAE0		7,121,578.31		(179,682.76	)		6,941,895.55		5,616,940.27		(1,324,955.28	)		5,616,940.27		4,391,833.37
40431KAL4		-		29,984.05			29,984.05		356.28		(29,627.77	)		356.28		39,389.28
40431KAN0		3,059.18		(2,656.02	)		403.16		7.99		(395.17	)		7.99		5,149.68
40431RAN5		42,004.00		(25,007.00	)		16,997.00		7,087.43		(9,909.57	)		7,087.43		40,890.00
40431XAE2		5,000,000.00		(561,010.00	)		4,438,990.00		3,669,719.88		(769,270.12	)		3,669,719.88		2,298,750.00
40431XAF9		1,652,330.35		(203,975.66	)		1,448,354.69		1,186,537.22		(261,817.47	)		1,186,537.22		2,520,998.43
41161PA86		2,172,925.09		(184,140.35	)		1,988,784.74		1,982,904.87		(5,879.87	)		1,982,904.87		1,517,659.57
41161PFR9		1,486,451.33		(24,007.88	)		1,462,443.45		1,462,165.21		(278.24	)		1,462,165.21		948,636.14
41161PH55		42,645.44		(24,922.09	)		17,723.35		3,658.60		(14,064.75	)		3,658.60		54,018.22
41161PHC0		8,923,425.56		-			8,923,425.56		8,884,066.38		(39,359.18	)		8,884,066.38		5,672,667.45
41161PHU0		8,601,760.49		(145,308.40	)		8,456,452.09		8,430,019.21		(26,432.88	)		8,430,019.21		5,932,136.36
41161PHZ9		70,913.71		82,797.01			153,710.72		153,889.42		178.70			153,889.42		180,593.67
41161PKH5		757,675.22		(22,173.52	)		735,501.70		725,024.85		(10,476.85	)		725,024.85		396,503.30
41161PL43		24,615,331.86		(2,590,119.02	)		22,025,212.84		21,612,784.20		(412,428.64	)		21,612,784.20		11,709,148.24
41161PLR2		14,244,717.90		(385,166.07	)		13,859,551.83		13,825,335.74		(34,216.09	)		13,825,335.74		8,366,287.54
41161PMG5		17,253,098.35		(435,416.46	)		16,817,681.89		16,726,726.35		(90,955.54	)		16,726,726.35		9,864,976.57
41161PQU0		15,032,844.26		(509,899.05	)		14,522,945.21		14,404,648.24		(118,296.97	)		14,404,648.24		8,046,381.00
41161PSC8		187,355.22		(104,485.09	)		82,870.13		33,906.46		(48,963.67	)		33,906.46		128,673.17
41161PTN3		2,488,737.90		-			2,488,737.90		2,403,295.01		(85,442.89	)		2,403,295.01		1,429,172.80
41161PTP8		1,047,870.97		(49,765.79	)		998,105.18		894,911.80		(103,193.38	)		894,911.80		381,718.55
41161PWB5		8,018,119.10		(221,789.19	)		7,796,329.91		7,739,206.28		(57,123.63	)		7,739,206.28		4,267,591.76
41161PXH1		920,291.74		-			920,291.74		916,897.69		(3,394.05	)		916,897.69		556,437.84
41161PZR7		118,106.83		(67,955.53	)		50,151.30		50,150.84		(0.46	)		50,150.84		144,552.84
41162DAF6		11,701,738.11		(661,584.41	)		11,040,153.70		11,040,153.68		(0.02	)		11,040,153.68		6,862,911.53
41164LAB5		17,946,999.15		(161,791.91	)		17,785,207.24		16,997,897.58		(787,309.66	)		16,997,897.58		8,449,856.09
43739EAP2		22,961,392.55		(820,456.47	)		22,140,936.08		22,140,936.08		-			22,140,936.08		12,892,201.96
43739EBJ5		10,261,824.53		-			10,261,824.53		10,189,859.48		(71,965.05	)		10,189,859.48		7,276,570.28
43739EBS5		10,255,869.16		-			10,255,869.16		10,210,251.89		(45,617.27	)		10,210,251.89		6,956,810.14
44328AAB6		110,785.78		-			110,785.78		97,220.60		(13,565.18	)		97,220.60		91,241.98
45071KDD3		2,258,869.68		(21,618.04	)		2,237,251.64		1,959,951.95		(277,299.69	)		1,959,951.95		1,845,852.93
45254NHV2		371,610.30		-			371,610.30		367,980.49		(3,629.81	)		367,980.49		123,297.15
45254NJG3		1,549,447.63		(6,571.48	)		1,542,876.15		1,538,876.76		(3,999.39	)		1,538,876.76		928,880.28
45254NJK4		263,296.35		-			263,296.35		248,823.16		(14,473.19	)		248,823.16		227,276.45
45254NJP3		205,413.04		36,624.01			242,037.05		217,461.32		(24,575.73	)		217,461.32		80,537.81
45254NJV0		1,138,070.34		(9,708.64	)		1,128,361.70		1,128,361.70		-			1,128,361.70		788,426.01
45254NJX6		292,353.93		6,584.43			298,938.36		298,704.57		(233.79	)		298,704.57		289,072.22
45254NKA4		495,568.65		(65,119.76	)		430,448.89		431,215.66		766.77			431,215.66		321,464.99
45254NKD8		4,629,985.41		-			4,629,985.41		4,626,242.43		(3,742.98	)		4,626,242.43		3,429,700.17
45254NKF3		5,907,974.72		(4,269.54	)		5,903,705.18		5,903,705.18		-			5,903,705.18		4,022,194.93
45254NKK2		283,289.05		(174,576.02	)		108,713.03		107,138.87		(1,574.16	)		107,138.87		60,564.22
45254NKX4		7,161,988.36		(10,938.73	)		7,151,049.63		7,000,982.48		(150,067.15	)		7,000,982.48		4,810,195.34
45254NNP8		15,300,516.98		(58,004.25	)		15,242,512.73		14,916,899.98		(325,612.75	)		14,916,899.98		9,037,984.78

FF-160

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment			Cumulative Adjustment			Amortized Cost before OTTI			Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
45254NPA9	$	17,242,032.23		$	(21,220.96	)	$	17,220,811.27		$	17,188,650.63	$	(32,160.64	)	$	17,188,650.63	$	11,291,071.24
45254NPG6		1,824,326.79			68,839.48			1,893,166.27			1,499,661.60		(393,504.67	)		1,499,661.60		784,659.56
45254NPU5		6,143,726.31			(56,958.49	)		6,086,767.82			6,081,734.04		(5,033.78	)		6,081,734.04		3,455,846.04
45254TMK7		103,933.71			44,404.56			148,338.27			148,251.52		(86.75	)		148,251.52		58,150.97
45254TSM7		5,134,958.75			-			5,134,958.75			4,904,216.59		(230,742.16	)		4,904,216.59		2,203,345.32
45254TTM6		7,821,649.09			3,574,764.87			11,396,413.96			11,392,853.15		(3,560.81	)		11,392,853.15		114,739.03
452570AA2		108,099.32			(11,936.08	)		96,163.24			96,163.25		0.01			96,163.25		70,513.16
45257EAA2		7,076,387.15			(332,234.94	)		6,744,152.21			6,379,410.87		(364,741.34	)		6,379,410.87		2,700,786.82
45660L4P1		621,804.05			(133,988.47	)		487,815.58			57,105.29		(430,710.29	)		57,105.29		1,083,035.37
45660L4Q9		384,064.65			(251,714.72	)		132,349.93			979.46		(131,370.47	)		979.46		42,763.04
45660LAU3		198,143.26			-			198,143.26			171,417.93		(26,725.33	)		171,417.93		166,005.65
45660LCN7		7,169,685.04			(373,021.18	)		6,796,663.86			6,776,094.11		(20,569.75	)		6,776,094.11		3,622,615.51
45660LGX1		178,224.04			(114,519.62	)		63,704.42			63,704.11		(0.31	)		63,704.11		72,065.00
45660LKW8		29,413,454.36			-			29,413,454.36			29,030,201.20		(383,253.16	)		29,030,201.20		15,624,210.43
45660LNB1		411,659.39			8,529.99			420,189.38			327,147.44		(93,041.94	)		327,147.44		236,660.48
45660LR84		279,459.32			(212,446.68	)		67,012.64			17,959.47		(49,053.17	)		17,959.47		126,578.07
45660LVD8		46,323.44			5,215.42			51,538.86			32,328.46		(19,210.40	)		32,328.46		44,144.81
45660LW96		4,663,844.83			(200,285.25	)		4,463,559.58			4,362,887.12		(100,672.46	)		4,362,887.12		2,225,089.04
45660LWD7		5,091,502.81			(1,201,715.18	)		3,889,787.63			3,884,344.71		(5,442.92	)		3,884,344.71		2,954,382.62
45660LYW3		5,853,501.88			(131,428.11	)		5,722,073.77			5,391,847.32		(330,226.45	)		5,391,847.32		2,803,125.90
45660N2J3		6,372,718.41			(42,070.33	)		6,330,648.08			6,179,827.90		(150,820.18	)		6,179,827.90		3,707,712.83
45660N5H4		7,613,450.26			(85,652.21	)		7,527,798.05			7,335,159.95		(192,638.10	)		7,335,159.95		5,136,644.66
45660N7R0		297,682.97			(38,427.25	)		259,255.72			125,824.32		(133,431.40	)		125,824.32		121,149.00
45660NM44		270,353.97			12,515.17			282,869.14			283,563.82		694.68			283,563.82		456,915.03
45660NQ24		2,708,860.47			(143,975.78	)		2,564,884.69			2,543,474.90		(21,409.79	)		2,543,474.90		2,131,329.60
45660NRB3		721,448.94			390,163.68			1,111,612.62			1,111,448.99		(163.63	)		1,111,448.99		561,917.32
45660NS30		3,078,528.74			(5,877.59	)		3,072,651.15			3,039,838.61		(32,812.54	)		3,039,838.61		1,572,367.56
45660NT96		3,452,909.04			-			3,452,909.04			3,384,296.00		(68,613.04	)		3,384,296.00		2,624,022.47
456612AC4		21,551,229.32			(716,844.00	)		20,834,385.32			20,836,618.72		2,233.40			20,836,618.72		11,326,676.00
45661EAA2		424,264.23			(41,654.37	)		382,609.86			382,609.84		(0.02	)		382,609.84		296,062.18
45661EAM6		(15,929.66	)		-			(15,929.66	)		-		15,929.66			-		-
45661LAG3		4,656,310.95			2,674,595.53			7,330,906.48			6,982,957.06		(347,949.42	)		6,982,957.06		4,222,057.95
45661XAK8		(2,861.52	)		-			(2,861.52	)		-		2,861.52			-		-
45662BAJ8		150,566.18			(31,994.75	)		118,571.43			118,571.43		-			118,571.43		96,138.02
45664BAE7		125,574.24			(4,872.64	)		120,701.60			32,217.23		(88,484.37	)		32,217.23		59,179.35
45664BAF4		14,896.53			-			14,896.53			151.42		(14,745.11	)		151.42		16,400.35
45667QAJ0		152,815.71			(110,494.63	)		42,321.08			23,470.58		(18,850.50	)		23,470.58		58,765.38
45667WAA6		5,791,497.51			-			5,791,497.51			5,738,173.98		(53,323.53	)		5,738,173.98		3,396,490.07
45667WAC2		1,061,712.03			-			1,061,712.03			912,641.26		(149,070.77	)		912,641.26		597,113.27
45667WAJ7		15,267.62			(8,676.62	)		6,591.00			2,073.04		(4,517.96	)		2,073.04		14,553.23
45668WAE7		617,686.02			126,591.46			744,277.48			689,250.87		(55,026.61	)		689,250.87		407,227.90
464125AC7		2,049,608.69			(451,355.39	)		1,598,253.30			1,411,834.09		(186,419.21	)		1,411,834.09		1,545,252.80
464126BW0		518,562.49			160,365.74			678,928.23			678,104.61		(823.62	)		678,104.61		315,144.13
46412AAD4		4,426,669.31			(304,691.87	)		4,121,977.44			4,121,977.45		0.01			4,121,977.45		3,228,660.50
466247NC3		763,348.41			496,069.23			1,259,417.64			714,519.49		(544,898.15	)		714,519.49		509,267.65
466247XE8		8,378,386.49			(401,760.29	)		7,976,626.20			7,557,818.41		(418,807.79	)		7,557,818.41		4,957,619.01
46627MBQ9		14,793,717.92			(35,993.12	)		14,757,724.80			14,588,991.65		(168,733.15	)		14,588,991.65		9,339,570.00
46627MCS4		10,523,089.43			(724,672.55	)		9,798,416.88			9,473,967.41		(324,449.47	)		9,473,967.41		5,291,066.21
466284AG1		6,110.02			(3,489.00	)		2,621.02			484.50		(2,136.52	)		484.50		1,009.63
466286AH4		11,833.06			(9,643.85	)		2,189.21			307.91		(1,881.30	)		307.91		961.44
46629BAR0		4,307,876.98			(183,067.00	)		4,124,809.98			3,387,847.38		(736,962.60	)		3,387,847.38		3,528,750.00
46629NAC7		542,935.82			-			542,935.82			516,494.29		(26,441.53	)		516,494.29		456,010.55
46629QAR7		39,647.40			(5,173.40	)		34,474.00			13,880.46		(20,593.54	)		13,880.46		34,246.00

FF-161

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment			Cumulative Adjustment			Amortized Cost before OTTI			Projected Cash Flow			Recognized OTTI			Amortized Cost after OTTI			Fair Value
46629QAU0	$	2,021,995.44		$	(38,863.00	)	$	1,983,132.44		$	1,464,528.27		$	(518,604.17	)	$	1,464,528.27		$	946,687.50
46629QBE5		9,013.40			-			9,013.40			1,755.71			(7,257.69	)		1,755.71			4,614.60
46629QBF2		34,532.60			(23,878.43	)		10,654.17			2,537.57			(8,116.60	)		2,537.57			33,421.51
46629TAP5		28,239.94			10,415.06			38,655.00			15,869.93			(22,785.07	)		15,869.93			77,296.00
46630CAC8		4,241,516.15			(239,120.51	)		4,002,395.64			2,599,205.87			(1,403,189.77	)		2,599,205.87			1,434,450.00
46630KAA4		1,953,316.24			(27,452.89	)		1,925,863.35			1,740,643.15			(185,220.20	)		1,740,643.15			1,416,365.51
52520MFT5		237,961.35			(69,153.80	)		168,807.55			168,807.55			-			168,807.55			238,233.86
525221AW7		921,355.00			(667,600.19	)		253,754.81			253,754.83			0.02			253,754.83			281,904.66
525221CD7		559,421.41			439,062.21			998,483.62			716,769.44			(281,714.18	)		716,769.44			107,768.85
525221CE5		25,395.30			(11,082.18	)		14,313.12			2,210.30			(12,102.82	)		2,210.30			29,920.68
525221DV6		(8,775.38	)		(12,813.42	)		(21,588.80	)		6,163.77			27,752.57			6,163.77			120,038.30
525221EN3		17,867,814.42			(1,222,548.02	)		16,645,266.40			16,648,455.09			3,188.69			16,648,455.09			6,258,112.24
525221EY9		24,237.30			(18,781.92	)		5,455.38			954.24			(4,501.14	)		954.24			13,268.11
525221FE2		477.59			13,051.50			13,529.09			7,720.86			(5,808.23	)		7,720.86			14,072.47
525221GK7		55,878.89			11,810.83			67,689.72			90.06			(67,599.66	)		90.06			5,867.58
525221GM3		4,216,698.22			(243,581.79	)		3,973,116.43			3,973,116.43			-			3,973,116.43			2,143,094.71
525221GW1		13,735.93			-			13,735.93			-			(13,735.93	)		-			-
525221HA8		31,302,771.71			(3,924,129.91	)		27,378,641.80			27,376,530.02			(2,111.78	)		27,376,530.02			16,220,806.10
525221HK6		-			8,712.03			8,712.03			1,771.39			(6,940.64	)		1,771.39			1,685.89
525221JA6		185,398.14			216,678.63			402,076.77			116,346.84			(285,729.93	)		116,346.84			327,869.02
525226AL0		2,041,436.93			(881,883.17	)		1,159,553.76			1,055,302.54			(104,251.22	)		1,055,302.54			105,672.00
525229AG5		3,305,832.31			(1,374,579.22	)		1,931,253.09			1,931,253.09			-			1,931,253.09			1,452,438.93
52522DAZ4		493.42			-			493.42			-			(493.42	)		-			-
52522GAQ7		7,948.99			-			7,948.99			-			(7,948.99	)		-			-
52524VAG4		16,012,291.61			(703,565.77	)		15,308,725.84			14,880,794.38			(427,931.46	)		14,880,794.38			8,310,209.38
52524YAF0		15,541,301.08			(1,360,381.05	)		14,180,920.03			13,987,390.02			(193,530.01	)		13,987,390.02			7,172,764.08
550279AA1		6,274,777.90			(236,352.07	)		6,038,425.83			5,719,975.04			(318,450.79	)		5,719,975.04			3,305,180.21
55027AAR1		16,288,890.63			(1,244,157.03	)		15,044,733.60			14,831,783.35			(212,950.25	)		14,831,783.35			8,697,837.47
55027AAU4		7,186,788.15			(614,901.60	)		6,571,886.55			6,443,807.17			(128,079.38	)		6,443,807.17			2,962,638.41
55027BAA6		20,955,333.39			(2,254,332.44	)		18,701,000.95			17,758,278.13			(942,722.82	)		17,758,278.13			8,466,012.75
55275NBB6		8,250.00			-			8,250.00			-			(8,250.00	)		-			-
56119LAG8		4,723,808.83			(1,877,459.94	)		2,846,348.89			1,531,598.40			(1,314,750.49	)		1,531,598.40			146,430.00
576429AL8		19,711.56			(11,899.96	)		7,811.60			6,301.40			(1,510.20	)		6,301.40			32,665.19
576433E44		297,366.84			(76,658.37	)		220,708.47			220,708.46			(0.01	)		220,708.46			272,937.67
576433G42		10,652,312.45			(163,453.73	)		10,488,858.72			10,412,833.49			(76,025.23	)		10,412,833.49			5,566,969.49
576433H33		6,372,422.22			(392,290.83	)		5,980,131.39			5,972,733.59			(7,397.80	)		5,972,733.59			4,252,420.19
576433KG0		611,574.23			409,654.00			1,021,228.23			1,021,228.23			-			1,021,228.23			542,404.20
576433NH5		4,864,250.80			(932,638.83	)		3,931,611.97			3,738,615.28			(192,996.69	)		3,738,615.28			2,184,145.84
576433RU2		1,564,814.22			1,198,608.89			2,763,423.11			2,311,546.71			(451,876.40	)		2,311,546.71			834,300.00
576433SE7		1,210,379.66			779,554.36			1,989,934.02			1,858,572.37			(131,361.65	)		1,858,572.37			394,640.00
576433WZ5		2,716,809.47			(27,281.63	)		2,689,527.84			2,689,527.83			(0.01	)		2,689,527.83			2,741,425.34
576436CV9		721,026.64			(4,537.22	)		716,489.42			654,247.18			(62,242.24	)		654,247.18			443,794.43
57643AAA8		945,496.45			(82,062.60	)		863,433.85			770,147.78			(93,286.07	)		770,147.78			561,189.50
57643LMP8		2,789,386.65			(231,738.57	)		2,557,648.08			1,993,072.89			(564,575.19	)		1,993,072.89			990,090.30
576444AA1		-			(779.65	)		(779.65	)		(779.62	)		0.03			(779.62	)		-
589929D62		124,182.59			(54.60	)		124,127.99			124,127.89			(0.10	)		124,127.89			113,199.46
59020UAA3		258,104.69			(17,427.80	)		240,676.89			241,216.22			539.33			241,216.22			258,055.41
59020UHP3		1,052,530.18			(38,769.78	)		1,013,760.40			1,013,918.12			157.72			1,013,918.12			1,551,002.30
59020UQ57		3,985,091.88			(179,447.86	)		3,805,644.02			3,709,559.79			(96,084.23	)		3,709,559.79			1,886,796.00
59020UTL9		1,301,661.36			(250,222.66	)		1,051,438.70			1,051,438.71			0.01			1,051,438.71			569,601.48
59020UXN0		988,984.54			(503,824.31	)		485,160.23			337,980.13			(147,180.10	)		337,980.13			343,243.94
590212AB2		374,387.65			(1,410.69	)		372,976.96			283,938.22			(89,038.74	)		283,938.22			240,738.19
59023WAG3		95,554.26			(20,280.06	)		75,274.20			32,000.47			(43,273.73	)		32,000.47			100,682.69

FF-162

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment			Cumulative Adjustment			Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
59024EAD9	$	3,325,725.45		$	335,633.92		$	3,661,359.37	$	2,550,410.90	$	(1,110,948.47	)	$	2,550,410.90	$	2,626,032.47
59024UAB7		2,032,019.76			(1,128.09	)		2,030,891.67		1,744,959.31		(285,932.36	)		1,744,959.31		1,492,947.00
59024WAF4		441,002.12			(18,363.18	)		422,638.94		422,639.40		0.46			422,639.40		30,981.59
61748HAA9		29,279.95			(72.49	)		29,207.46		29,212.42		4.96			29,212.42		26,883.97
61748HRF0		144,755.20			(48,244.69	)		96,510.51		12,607.65		(83,902.86	)		12,607.65		2,570.55
61749BAB9		945,603.73			(5,384.35	)		940,219.38		856,972.03		(83,247.35	)		856,972.03		658,881.87
61749BAP8		2,417.08			(1,382.60	)		1,034.48		789.67		(244.81	)		789.67		2,192.23
61750FAE0		880,066.92			31,010.99			911,077.91		739,608.63		(171,469.28	)		739,608.63		504,449.35
61750MAB1		115,988.62			-			115,988.62		106,384.19		(9,604.43	)		106,384.19		111,448.07
61750SAB8		1,290,522.75			(5,100.27	)		1,285,422.48		1,163,864.67		(121,557.81	)		1,163,864.67		1,071,294.30
61751JAQ4		38,767.09			19,560.54			58,327.63		24,575.78		(33,751.85	)		24,575.78		47,181.32
617526AE8		476,968.44			(46,120.06	)		430,848.38		330,663.44		(100,184.94	)		330,663.44		246,923.38
61753KAB2		559,208.71			(774.82	)		558,433.89		509,549.80		(48,884.09	)		509,549.80		515,564.98
61753VAG7		-			2,766.48			2,766.48		1,369.53		(1,396.95	)		1,369.53		2,887.04
61755AAB2		49,506.96			(442.13	)		49,064.83		45,196.99		(3,867.84	)		45,196.99		38,362.28
61755FAE5		37,534.44			(10,214.31	)		27,320.13		13,795.30		(13,524.83	)		13,795.30		10,768.38
61757MAB4		3,913,561.13			(835,075.75	)		3,078,485.38		2,414,468.28		(664,017.10	)		2,414,468.28		2,422,750.88
61915RAX4		2,201,640.30			-			2,201,640.30		1,339,676.66		(861,963.64	)		1,339,676.66		1,614,302.59
61915RAZ9		11,829.77			148,828.39			160,658.16		111,861.95		(48,796.21	)		111,861.95		33,803.15
61915RBB1		9,308,158.67			(625,806.12	)		8,682,352.55		8,387,760.09		(294,592.46	)		8,387,760.09		4,986,896.17
61915RBZ8		1,409,159.00			(272,420.17	)		1,136,738.83		1,057,232.52		(79,506.31	)		1,057,232.52		650,326.10
638728AC9		3,259,817.85			(22,890.34	)		3,236,927.51		2,529,371.10		(707,556.41	)		2,529,371.10		2,030,692.06
638728AF2		18,561.91			-			18,561.91		-		(18,561.91	)		-		-
64352VLH2		2,532,571.71			582,801.90			3,115,373.61		3,115,373.60		(0.01	)		3,115,373.60		2,292,240.57
64352VPC9		43,123.92			5,242.88			48,366.80		13,538.07		(34,828.73	)		13,538.07		12,812.60
64352VQR5		9,931,486.08			(168,524.05	)		9,762,962.03		7,679,198.67		(2,083,763.36	)		7,679,198.67		6,518,578.40
65106FAB8		14,263,605.35			(22,735.06	)		14,240,870.29		13,367,631.80		(873,238.49	)		13,367,631.80		8,862,773.86
65106FAG7		1,190,670.00			30,370.04			1,221,040.04		393,807.29		(827,232.75	)		393,807.29		647,670.34
65535VEY0		1,058,364.05			4,609.67			1,062,973.72		1,022,015.53		(40,958.19	)		1,022,015.53		656,871.50
65535VLQ9		-			43,484.42			43,484.42		15,910.41		(27,574.01	)		15,910.41		75,971.03
65535VPK8		-			20,060.27			20,060.27		2,860.98		(17,199.29	)		2,860.98		15,500.08
65535VRH3		6,266,429.36			1,539,821.26			7,806,250.62		6,086,108.40		(1,720,142.22	)		6,086,108.40		5,584,866.16
65535VRK6		3,718,965.94			(45,152.89	)		3,673,813.05		2,718,914.42		(954,898.63	)		2,718,914.42		2,088,268.18
65535VSQ2		(82.52	)		84,811.20			84,728.68		15,777.81		(68,950.87	)		15,777.81		52,938.73
65535VUS5		3,895,364.92			(14,580.71	)		3,880,784.21		2,989,246.58		(891,537.63	)		2,989,246.58		2,305,182.59
65537BAG5		135,801.47			27,719.32			163,520.79		66,290.17		(97,230.62	)		66,290.17		186,827.55
65538DAA3		5,312,827.99			(755,452.40	)		4,557,375.59		3,758,835.27		(798,540.32	)		3,758,835.27		2,743,517.21
66987WDE4		5,847,704.72			(1,907,696.14	)		3,940,008.58		2,625,510.75		(1,314,497.83	)		2,625,510.75		1,321,874.39
669884AF5		377,184.51			(320,129.01	)		57,055.50		19,285.80		(37,769.70	)		19,285.80		65,026.50
68383NCA9		29,122,184.77			(24,362.21	)		29,097,822.56		28,077,470.17		(1,020,352.39	)		28,077,470.17		19,464,924.60
68383NCD3		3,010,524.84			-			3,010,524.84		2,886,447.36		(124,077.48	)		2,886,447.36		1,195,500.00
68383NCU5		11,502,942.75			-			11,502,942.75		11,278,190.80		(224,751.95	)		11,278,190.80		6,778,459.97
68383NDT7		11,271,205.77			(896,796.33	)		10,374,409.44		10,376,195.82		1,786.38			10,376,195.82		5,667,672.20
68383NDW0		3,597,142.89			1,966,825.58			5,563,968.47		5,563,968.48		0.01			5,563,968.48		1,438,805.68
68402CAC8		1,129,570.54			-			1,129,570.54		904,070.48		(225,500.06	)		904,070.48		925,975.69
69121PDE0		465,476.34			(30,222.18	)		435,254.16		371,270.34		(63,983.82	)		371,270.34		362,639.76
69121PDX8		978,111.40			(12,463.44	)		965,647.96		761,663.20		(203,984.76	)		761,663.20		686,172.00
70069FHV2		1,768,763.27			2,237,789.96			4,006,553.23		4,006,553.22		(0.01	)		4,006,553.22		791,420.34
74348UAL3		529,251.03			8,700,000.00			9,229,251.03		9,229,251.03		-			9,229,251.03		5,297,590.09
74919VAB2		10,652,302.68			(993,121.20	)		9,659,181.48		9,313,276.32		(345,905.16	)		9,313,276.32		7,593,689.89
74922MAB7		9,687,128.57			4,175,428.12			13,862,556.69		13,005,303.38		(857,253.31	)		13,005,303.38		7,543,029.69
74922MAC5		2,092,990.54			(291,002.72	)		1,801,987.82		1,711,344.62		(90,643.20	)		1,711,344.62		1,034,273.47
74923PAJ2		1,571.45			2,853.35			4,424.80		1,660.00		(2,764.80	)		1,660.00		1,630.90

FF-163

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment			Cumulative Adjustment			Amortized Cost before OTTI			Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
74923PAK9	$	(391.02	)	$	327.62		$	(63.40	)	$	124.63	$	188.03		$	124.63	$	127.17
74923PAL7		1,971.91			-			1,971.91			-		(1,971.91	)		-		-
74924UAB7		14,266,741.14			(505,253.85	)		13,761,487.29			13,569,897.78		(191,589.51	)		13,569,897.78		12,126,297.16
74924XAD7		1,426,249.05			659,240.86			2,085,489.91			376,108.88		(1,709,381.03	)		376,108.88		615,410.40
74924YAH6		26,957.81			855.91			27,813.72			18,269.99		(9,543.73	)		18,269.99		17,436.02
74927WAM6		228,730.11			71,175.90			299,906.01			299,674.84		(231.17	)		299,674.84		374,845.91
74927XAM4		428,321.08			482,092.88			910,413.96			321,910.50		(588,503.46	)		321,910.50		685,678.07
74951PBT4		3,922,041.69			2,299,991.33			6,222,033.02			6,219,225.65		(2,807.37	)		6,219,225.65		2,601,017.16
74951PBV9		894,714.17			506,127.46			1,400,841.63			1,400,234.30		(607.33	)		1,400,234.30		481,894.24
75114GAC3		27,542,226.82			(1,593,933.88	)		25,948,292.94			25,436,827.09		(511,465.85	)		25,436,827.09		13,131,451.01
75114HAD9		26,156,641.02			(2,290,774.73	)		23,865,866.29			23,209,196.24		(656,670.05	)		23,209,196.24		12,420,778.06
75114HAK3		4,345,090.29			1,332,818.60			5,677,908.89			5,187,537.40		(490,371.49	)		5,187,537.40		1,375,305.50
75114NAA2		17,619,327.37			(271,141.83	)		17,348,185.54			13,233,122.05		(4,115,063.49	)		13,233,122.05		11,049,903.55
75114NAB0		4,294,512.68			1,986,378.35			6,280,891.03			4,812,858.48		(1,468,032.55	)		4,812,858.48		2,639,323.22
75156XAC5		1,692,681.48			(66,097.69	)		1,626,583.79			1,406,146.85		(220,436.94	)		1,406,146.85		390,224.99
75405KAG3		72,207.00			(33,520.50	)		38,686.50			16,425.07		(22,261.43	)		16,425.07		82,599.00
75406AAB5		8,895,403.76			(112,039.39	)		8,783,364.37			8,534,745.54		(248,618.83	)		8,534,745.54		6,409,197.82
75970JAL0		53,512.83			58,314.15			111,826.98			61,163.35		(50,663.63	)		61,163.35		92,482.25
75971EAK2		257,595.69			(43,454.93	)		214,140.76			101,429.40		(112,711.36	)		101,429.40		265,536.27
760985U33		395,180.18			227,220.37			622,400.55			622,400.56		0.01			622,400.56		207,422.66
76110GG62		6,213,713.75			(73,638.66	)		6,140,075.09			6,140,075.09		-			6,140,075.09		4,833,180.01
76110GG70		2,369,630.97			(225,691.40	)		2,143,939.57			2,144,577.08		637.51			2,144,577.08		1,868,499.55
76110GJ85		3,997,112.98			(76,580.43	)		3,920,532.55			3,920,532.57		0.02			3,920,532.57		3,421,042.45
76110GTL5		1,562,861.26			(79,616.47	)		1,483,244.79			1,483,244.80		0.01			1,483,244.80		1,574,472.15
76110GZQ7		8,594,656.44			(93,127.26	)		8,501,529.18			8,501,529.19		0.01			8,501,529.19		7,490,061.37
76110GZR5		3,073,642.49			(28,507.28	)		3,045,135.21			3,045,637.00		501.79			3,045,637.00		2,766,575.59
76110H4M8		395,265.68			(3,107.15	)		392,158.53			334,099.27		(58,059.26	)		334,099.27		213,990.49
76110H4Q9		563,487.10			(86,553.64	)		476,933.46			476,939.06		5.60			476,939.06		548,700.17
76110H5C9		1,054,092.13			(435,732.14	)		618,359.99			314,578.84		(303,781.15	)		314,578.84		230,605.76
76110H5D7		30,845.67			-			30,845.67			7,611.74		(23,233.93	)		7,611.74		22,307.81
76110HKX6		5,323,061.55			2,813,000.16			8,136,061.71			8,135,654.13		(407.58	)		8,135,654.13		5,455,081.97
76110HKY4		703,854.76			625,157.79			1,329,012.55			1,328,923.64		(88.91	)		1,328,923.64		636,456.27
76110W4J2		24,575.12			1,138.47			25,713.59			9,281.19		(16,432.40	)		9,281.19		11,360.80
76110W6M3		2,284,782.03			774,236.30			3,059,018.33			3,059,018.34		0.01			3,059,018.34		918,960.00
761118FM5		13,209,885.72			-			13,209,885.72			12,296,474.43		(913,411.29	)		12,296,474.43		8,438,914.81
761118FQ6		58,397.92			(29,610.73	)		28,787.19			6,871.76		(21,915.43	)		6,871.76		36,361.08
761118KU1		9,725,160.09			-			9,725,160.09			8,846,793.13		(878,366.96	)		8,846,793.13		5,189,883.97
761118LA4		53,796.11			36,697.64			90,493.75			90,493.51		(0.24	)		90,493.51		56,162.22
761118NN4		13,169,053.72			(694,418.44	)		12,474,635.28			12,175,403.88		(299,231.40	)		12,175,403.88		7,067,863.87
761118RJ9		707,298.45			(65,944.35	)		641,354.10			621,028.28		(20,325.82	)		621,028.28		309,807.20
761118RM2		28,918,638.87			(2,753,099.13	)		26,165,539.74			25,698,060.79		(467,478.95	)		25,698,060.79		13,624,706.80
761118WE4		204.00			-			204.00			-		(204.00	)		-		-
761118WP9		18,769,710.39			(1,200,907.10	)		17,568,803.29			15,649,047.44		(1,919,755.85	)		15,649,047.44		10,974,279.58
761118WS3		3,842.84			4,366.40			8,209.24			1,319.66		(6,889.58	)		1,319.66		2,850.76
76112B4M9		2,906,247.24			(166,746.10	)		2,739,501.14			2,639,861.63		(99,639.51	)		2,639,861.63		1,706,190.19
76112BE48		1,553,562.99			327,594.16			1,881,157.15			1,878,001.27		(3,155.88	)		1,878,001.27		1,468,690.76
76112BK66		29,668.14			1,031.12			30,699.26			11,985.79		(18,713.47	)		11,985.79		14,717.40
76112BLZ1		648,509.15			2,256,347.73			2,904,856.88			2,904,856.89		0.01			2,904,856.89		1,032,365.44
76112BN55		62,581.52			(11,597.30	)		50,984.22			24,080.01		(26,904.21	)		24,080.01		19,886.20
76113ABJ9		1,991,058.20			(276,091.76	)		1,714,966.44			1,388,640.81		(326,325.63	)		1,388,640.81		603,031.78
76114GAL1		93,832.60			(7,899.88	)		85,932.72			721.66		(85,211.06	)		721.66		4,979.56
783422BF4		174,947.30			1,825,052.70			2,000,000.00			2,000,000.00		-			2,000,000.00		999,258.10
78402TAD8		658,267.91			531,732.09			1,190,000.00			1,190,000.00		-			1,190,000.00		464,357.04

FF-164

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment			Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
79549AFV6	$	2,580,012.65	$	-		$	2,580,012.65	$	2,284,534.58	$	(295,478.07	)	$	2,284,534.58	$	2,427,035.27
79549ASN0		290,908.06		115,910.09			406,818.15		405,371.50		(1,446.65	)		405,371.50		262,566.48
79549AYA1		824,602.79		1,044,459.34			1,869,062.13		1,868,017.15		(1,044.98	)		1,868,017.15		792,099.16
79549AYB9		28,499.74		215,284.78			243,784.52		244,317.00		532.48			244,317.00		98,140.79
805564RM5		2,956,499.58		738,544.07			3,695,043.65		3,695,043.66		0.01			3,695,043.66		2,089,243.83
80557BAC8		10,329,035.81		(158,347.64	)		10,170,688.17		6,848,378.81		(3,322,309.36	)		6,848,378.81		3,576,155.00
81377EAA2		355,927.50		-			355,927.50		259,115.01		(96,812.49	)		259,115.01		197,339.38
81378EAA1		5,847,745.73		(48,743.39	)		5,799,002.34		5,274,918.91		(524,083.43	)		5,274,918.91		3,857,117.38
81379EAA0		738,805.66		(9,289.36	)		729,516.30		689,403.90		(40,112.40	)		689,403.90		535,867.62
81744DAD4		531,092.00		(372,715.11	)		158,376.89		42,137.90		(116,238.99	)		42,137.90		486,634.11
81744FJH1		373,163.99		(24,840.39	)		348,323.60		348,585.43		261.83			348,585.43		193,051.98
81879MAX7		92,102.98		15,742.14			107,845.12		52,295.44		(55,549.68	)		52,295.44		51,926.45
83612LAK5		3,923.58		-			3,923.58		-		(3,923.58	)		-		-
84751PAA7		26,471.20		8,451.75			34,922.95		34,922.95		-			34,922.95		19,221.73
84752CAE7		2,585,715.86		(340,501.89	)		2,245,213.97		1,739,762.41		(505,451.56	)		1,739,762.41		744,068.89
8635722A0		304,298.96		-			304,298.96		258,947.73		(45,351.23	)		258,947.73		215,387.01
863579DV7		1,592,934.73		(60,524.79	)		1,532,409.94		1,094,361.06		(438,048.88	)		1,094,361.06		177,264.90
863579DX3		166,572.65		34,636.60			201,209.25		148,056.44		(53,152.81	)		148,056.44		94,283.24
863579GG7		165,415.67		661.88			166,077.55		166,077.40		(0.15	)		166,077.40		141,003.15
863579GJ1		43,155.23		(22,724.27	)		20,430.96		20,427.02		(3.94	)		20,427.02		13,129.20
863579HM3		461,311.52		(367,802.35	)		93,509.17		43,126.70		(50,382.47	)		43,126.70		64,979.90
863579RE0		131,829.76		(115,383.13	)		16,446.63		16,451.61		4.98			16,451.61		134,865.14
863579TU2		635,560.85		(532,661.09	)		102,899.76		102,915.02		15.26			102,915.02		382,873.84
863579YR3		10,523,482.58		(90,438.93	)		10,433,043.65		10,190,246.57		(242,797.08	)		10,190,246.57		6,603,915.23
863579Z43		16,445.38		103,950.79			120,396.17		52,730.84		(67,665.33	)		52,730.84		91,301.91
86358BAH5		32,690.46		(255.56	)		32,434.90		11,444.36		(20,990.54	)		11,444.36		14,153.86
86358EQJ8		4,145,569.20		(574,825.80	)		3,570,743.40		3,206,369.81		(364,373.59	)		3,206,369.81		806,857.32
86358HQW2		325,850.39		(266,556.53	)		59,293.86		59,293.86		-			59,293.86		329,714.28
86358R3Q8		1,082,031.97		424,084.89			1,506,116.86		1,506,092.48		(24.38	)		1,506,092.48		930,488.90
86358RE86		13,459.26		3,776.02			17,235.28		17,216.29		(18.99	)		17,216.29		2,836.68
86358RL88		264,667.76		(34,909.91	)		229,757.85		229,757.85		-			229,757.85		150,003.40
86358RLG0		385,111.34		49,705.21			434,816.55		434,784.64		(31.91	)		434,784.64		271,022.08
86358RUL9		84,181.97		(56,749.75	)		27,432.22		27,434.38		2.16			27,434.38		56,179.85
86358RUR6		101,135.94		206,388.52			307,524.46		307,529.13		4.67			307,529.13		56,947.29
86359ACC5		1,007,756.60		(196,483.91	)		811,272.69		811,272.69		-			811,272.69		506,809.18
86359ACD3		843,958.00		(97,849.94	)		746,108.06		745,811.91		(296.15	)		745,811.91		612,335.68
86359ACE1		345,722.05		(27,506.90	)		318,215.15		207,040.75		(111,174.40	)		207,040.75		153,830.09
86359ACG6		76,697.26		(48,332.07	)		28,365.19		28,188.04		(177.15	)		28,188.04		67,311.50
86359AEH2		158,362.19		73,106.77			231,468.96		231,161.45		(307.51	)		231,161.45		30,581.08
86359AHD8		420,482.44		108,278.11			528,760.55		528,489.82		(270.73	)		528,489.82		364,521.10
86359AVY6		723,277.78		(3,382.42	)		719,895.36		719,895.36		-			719,895.36		342,404.38
86359B7K1		213,076.55		(21,837.31	)		191,239.24		187,908.19		(3,331.05	)		187,908.19		154,961.35
86359BCV1		1,070,239.86		(127,934.45	)		942,305.41		943,268.90		963.49			943,268.90		613,162.68
86359BKF7		1,227,093.53		428,166.70			1,655,260.23		1,658,397.70		3,137.47			1,658,397.70		2,231,220.18
86359BLB5		1,732,358.74		(30,744.46	)		1,701,614.28		1,702,757.96		1,143.68			1,702,757.96		1,458,676.48
86359BLQ2		2,648,861.80		990,587.67			3,639,449.47		3,643,248.65		3,799.18			3,643,248.65		5,778,105.17
86359BLS8		116,441.18		62,462.37			178,903.55		110,076.13		(68,827.42	)		110,076.13		96,817.83
86359BU82		290,663.85		(87,421.09	)		203,242.76		80,989.75		(122,253.01	)		80,989.75		151,103.21
86359DUV7		179,245.29		(49,349.89	)		129,895.40		100,228.40		(29,667.00	)		100,228.40		135,607.50
86359DXD4		294,266.16		(226,143.96	)		68,122.20		68,122.20		-			68,122.20		63,993.01
86359LRC5		384,170.49		(257,490.29	)		126,680.20		126,661.96		(18.24	)		126,661.96		346,786.86
86359LRW1		28,679,892.40		(1,510,541.26	)		27,169,351.14		26,475,123.11		(694,228.03	)		26,475,123.11		15,136,386.82
86359LSM2		2,030,257.81		(81,453.31	)		1,948,804.50		1,816,551.68		(132,252.82	)		1,816,551.68		1,064,313.36

FF-165

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment			Amortized Cost before OTTI		Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
86360JAA9	$	14,543,741.26	$	(532,562.71	)	$	14,011,178.55	$	13,930,147.54	$	(81,031.01	)	$	13,930,147.54	$	8,109,614.85
86360JAE1		12,649,846.35		(761,646.33	)		11,888,200.02		11,813,112.90		(75,087.12	)		11,813,112.90		6,503,599.28
86360JAN1		5,595,458.98		(379,004.23	)		5,216,454.75		5,147,847.78		(68,606.97	)		5,147,847.78		2,625,609.16
86360KAF5		46,798,820.18		(2,955,673.08	)		43,843,147.10		41,980,382.44		(1,862,764.66	)		41,980,382.44		24,515,561.95
86360NAS1		1,233,351.06		810,834.20			2,044,185.26		318.15		(2,043,867.11	)		318.15		1,666,540.94
86360PAD9		83,766.14		(4,763.24	)		79,002.90		67,324.16		(11,678.74	)		67,324.16		33,421.56
86360UAF3		5,521,288.04		(305,067.73	)		5,216,220.31		5,102,465.72		(113,754.59	)		5,102,465.72		2,864,885.94
86361EAM3		17,440.33		-			17,440.33		5,713.02		(11,727.31	)		5,713.02		10,628.07
86361EAP6		9,042.00		-			9,042.00		3,046.79		(5,995.21	)		3,046.79		8,085.00
86361EAQ4		-		2,346.27			2,346.27		655.03		(1,691.24	)		655.03		2,523.50
86361HAA2		17,428,577.52		(684,001.96	)		16,744,575.56		16,272,295.53		(472,280.03	)		16,272,295.53		11,183,221.05
86361HAB0		11,651,742.66		(711,528.52	)		10,940,214.14		10,943,104.96		2,890.82			10,943,104.96		7,842,308.99
86361HAZ7		-		9,594.00			9,594.00		3,464.37		(6,129.63	)		3,464.37		39,630.00
86361HBA1		6,110.00		(3,826.40	)		2,283.60		1,615.57		(668.03	)		1,615.57		15,080.00
86362HAA1		14,588,619.53		(1,066,556.23	)		13,522,063.30		12,561,288.69		(960,774.61	)		12,561,288.69		7,147,203.91
86362HAH6		5,829.67		(3,177.69	)		2,651.98		296.68		(2,355.30	)		296.68		5,229.45
86362PAD7		253,545.94		(27,191.50	)		226,354.44		122,110.19		(104,244.25	)		122,110.19		71,430.42
86362XAV0		1,451.32		(1,120.95	)		330.37		157.21		(173.16	)		157.21		1,408.40
86363DAA9		13,760,475.45		(607,499.93	)		13,152,975.52		12,694,054.56		(458,920.96	)		12,694,054.56		7,142,217.23
86363HAB8		6,376,543.00		(237,447.51	)		6,139,095.49		5,565,177.12		(573,918.37	)		5,565,177.12		4,530,229.01
86363MAB7		5,202,696.47		(778,973.65	)		4,423,722.82		3,978,852.21		(444,870.61	)		3,978,852.21		2,186,856.00
86789MAP2		847,733.08		(457,943.46	)		389,789.62		242,367.80		(147,421.82	)		242,367.80		358,044.59
86800RAL5		1,972.56		-			1,972.56		-		(1,972.56	)		-		-
872224AD2		20,349,000.00		-			20,349,000.00		19,360,265.50		(988,734.50	)		19,360,265.50		9,799,142.34
872224AK6		119,332.16		(36,863.87	)		82,468.29		28,832.86		(53,635.43	)		28,832.86		124,089.68
872224AL4		40,816.07		(15,155.23	)		25,660.84		25,660.84		-			25,660.84		43,894.13
872225AL1		93,706.50		(20,398.07	)		73,308.43		73,308.44		0.01			73,308.44		230,995.55
872225AN7		30,641.99		(5,311.42	)		25,330.57		25,330.58		0.01			25,330.58		98,001.41
872225AP2		22,599.87		219.29			22,819.16		22,819.15		(0.01	)		22,819.15		92,891.37
872227AE3		8,031,420.99		(2,572,709.22	)		5,458,711.77		5,313,561.29		(145,150.48	)		5,313,561.29		3,957,824.24
872227AM5		181,133.95		(72,466.01	)		108,667.94		36,583.13		(72,084.81	)		36,583.13		177,935.23
87222EAJ7		31,009.62		24,043.08			55,052.70		13,908.37		(41,144.33	)		13,908.37		73,001.72
87222PAN3		38,080.84		(17,273.04	)		20,807.80		200.00		(20,607.80	)		200.00		143,389.20
88156UAW0		-		45,750.00			45,750.00		45,750.00		-			45,750.00		30,500.00
88157QAL2		1,421,102.70		(457,898.05	)		963,204.65		963,204.69		0.04			963,204.69		1,138,231.57
885220FS7		9,844,604.42		-			9,844,604.42		9,832,724.56		(11,879.86	)		9,832,724.56		7,823,585.17
89789KAC9		30,127.35		(764.85	)		29,362.50		11,270.83		(18,091.67	)		11,270.83		27,000.00
92719UAM4		236,222.89		-			236,222.89		25,074.93		(211,147.96	)		25,074.93		70,654.57
929227ZF6		52,265.55		(3,165.49	)		49,100.06		49,100.06		-			49,100.06		124,067.66
92922F4M7		5,344,586.68		(19,929.97	)		5,324,656.71		5,324,656.71		-			5,324,656.71		2,886,624.09
92922F5T1		9,171,169.14		(78,835.36	)		9,092,333.78		9,092,333.78		-			9,092,333.78		5,914,578.69
92922F6E3		385,454.75		(77,583.33	)		307,871.42		307,871.43		0.01			307,871.43		325,577.47
92922F7A0		2,238,246.59		-			2,238,246.59		1,699,451.30		(538,795.29	)		1,699,451.30		1,020,525.22
92922F7Q5		12,554,648.32		(253,583.51	)		12,301,064.81		12,300,269.04		(795.77	)		12,300,269.04		6,680,797.65
92922FB72		1,559,125.74		-			1,559,125.74		1,554,057.51		(5,068.23	)		1,554,057.51		937,789.79
92922FNW4		1,660,454.29		(123,016.17	)		1,537,438.12		1,537,438.12		-			1,537,438.12		1,051,794.32
92922FQ76		789,417.30		(75,348.83	)		714,068.47		494,472.77		(219,595.70	)		494,472.77		288,547.16
92922FTJ7		1,833,244.40		(49,499.34	)		1,783,745.06		1,756,138.52		(27,606.54	)		1,756,138.52		1,176,690.61
92922FW61		2,327,563.81		(346,606.29	)		1,980,957.52		1,873,062.99		(107,894.53	)		1,873,062.99		1,192,605.33
92922FWU8		5,183,643.59		-			5,183,643.59		5,101,570.58		(82,073.01	)		5,101,570.58		2,713,875.21
92922FZF8		11,146,213.55		(41,378.71	)		11,104,834.84		11,104,834.84		-			11,104,834.84		7,900,401.88
92925CBB7		5,531,172.53		(24,538.49	)		5,506,634.04		5,505,277.92		(1,356.12	)		5,505,277.92		3,213,112.92
92926SAB2		58,318.93		(922.61	)		57,396.32		50,378.73		(7,017.59	)		50,378.73		38,707.45

FF-166

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

CUSIP	Amortized Cost before Cumulative Adjustment		Cumulative Adjustment			Amortized Cost before OTTI			Projected Cash Flow		Recognized OTTI			Amortized Cost after OTTI		Fair Value
92926SAE6	$	3,786,053.39	$	144,000.25		$	3,930,053.64		$	3,107,030.73	$	(823,022.91	)	$	3,107,030.73	$	2,680,808.31
92977YAY7		2,719,007.55		414,130.93			3,133,138.48			2,868,059.48		(265,079.00	)		2,868,059.48		94,172.41
92978EAA2		1,890,306.44		-			1,890,306.44			1,656,110.40		(234,196.04	)		1,656,110.40		1,482,263.15
93363CAF6		715,176.15		-			715,176.15			676,140.30		(39,035.85	)		676,140.30		683,550.19
9393363A9		627,474.62		-			627,474.62			529,631.30		(97,843.32	)		529,631.30		489,247.67
9393365V1		2,586,237.08		(269,112.39	)		2,317,124.69			2,293,666.96		(23,457.73	)		2,293,666.96		1,822,659.77
939336PT4		391,940.06		(122,328.61	)		269,611.45			269,620.10		8.65			269,620.10		210,258.96
939336U35		1,970,462.37		(76,525.93	)		1,893,936.44			1,893,979.36		42.92			1,893,979.36		1,738,382.89
93934FHC9		12,194,405.07		(1,040,681.96	)		11,153,723.11			11,079,857.85		(73,865.26	)		11,079,857.85		6,594,274.54
93934FHK1		125,978.62		(89,806.95	)		36,171.67			36,171.66		(0.01	)		36,171.66		150,363.33
93934FHL9		113.36		(761.93	)		(648.57	)		379.14		1,027.71			379.14		1,287.75
93934FJQ6		23,928,084.11		(2,524,843.98	)		21,403,240.13			21,112,966.43		(290,273.70	)		21,112,966.43		11,840,531.31
93934FMJ8		320,639.91		384,301.34			704,941.25			309,537.78		(395,403.47	)		309,537.78		619,871.43
93934XAB9		2,779,422.93		(37,957.41	)		2,741,465.52			2,365,617.00		(375,848.52	)		2,365,617.00		2,147,559.47
93935AAE2		538,344.76		322,155.31			860,500.07			778,895.46		(81,604.61	)		778,895.46		722,756.73
93935GAJ8		204,824.70		(20,348.81	)		184,475.89			184,475.85		(0.04	)		184,475.85		400,667.47
93935LAG3		352,542.75		195,529.97			548,072.72			380,550.36		(167,522.36	)		380,550.36		256,255.23
93935WAP9		3,734.16		(1,009.22	)		2,724.94			558.78		(2,166.16	)		558.78		749.62
93935WAQ7		213.83		-			213.83			-		(213.83	)		-		-
93936JAM4		344,464.75		76,650.92			421,115.67			15,796.16		(405,319.51	)		15,796.16		158,641.85
941034AD2		257,293.51		(84,240.51	)		173,053.00			173,053.00		-			173,053.00		225,090.30
941574AG0		7,340,873.94		(1,616,039.00	)		5,724,834.94			5,222,700.00		(502,134.94	)		5,222,700.00		450,000.00
9497EVAF2		18,903.75		12,699.04			31,602.79			18,528.82		(13,073.97	)		18,528.82		24,886.44
94980MAB4		51,701.22		-			51,701.22			-		(51,701.22	)		-		-
94981PAG5		802,955.86		1,280,654.46			2,083,610.32			1,993,300.87		(90,309.45	)		1,993,300.87		368,612.09
94981VAX5		1,188,385.23		(3,379.86	)		1,185,005.37			1,185,005.37		-			1,185,005.37		1,167,253.01
94983CAJ6		22,596,075.06		(3,685.55	)		22,592,389.51			22,592,389.52		0.01			22,592,389.52		19,042,096.00
94983TAE0		13,778,384.20		(9,809.29	)		13,768,574.91			13,768,647.54		72.63			13,768,647.54		11,891,147.08
94983VAC9		10,613,691.73		(1,094,464.14	)		9,519,227.59			9,528,559.05		9,331.46			9,528,559.05		7,833,355.09
94985JAG5		19,506,806.93		(924,368.23	)		18,582,438.70			18,456,891.56		(125,547.14	)		18,456,891.56		12,376,584.08
984582AA4		6,248,076.68		(378,282.85	)		5,869,793.83			4,767,458.80		(1,102,335.03	)		4,767,458.80		4,272,181.96
984582AB2		102,579.32		(33,344.79	)		69,234.53			16,425.16		(52,809.37	)		16,425.16		100,679.29
L26479NN8		2,022,238.45		(518,182.51	)		1,504,055.94			1,237,993.81		(266,062.13	)		1,237,993.81		1,441,266.57
L26480MN7		1,956,398.74		(1,294,652.03	)		661,746.71			887,037.64		225,290.93			887,037.64		348,503.40
N2874AAB7		7,848,850.24		(3,145,633.23	)		4,703,217.01			5,052,572.40		349,355.39			5,052,572.40		1,053,648.00
Totals	$	2,953,442,689.02	$	(106,853,708.32	)	$	2,846,588,980.70		$	2,700,948,264.43	$	(145,640,716.27	)	$	2,700,948,264.43	$	1,692,409,639.54

FF-167

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

Financial Statements included in Part A

Condensed Financial Information

Financial Statements included in Part B

The Registrant

Report of Independent Registered Public Accounting Firm

Statement of Assets and Liabilities as of December 31, 2012

Statements of Operations and Changes in Net Assets for the years ended December 31, 2012 and 2011

Notes to Financial Statements

The Depositor

Independent Auditors’ Report

Statutory Statements of Financial Position as of December 31, 2012 and 2011

Statutory Statements of Income for the years ended December 31, 2012, 2011 and 2010

Statutory Statements of Changes in Surplus for the years ended December 31, 2012, 2011 and 2010

Statutory Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010

Notes to Statutory Financial Statements

(b) Exhibits

Exhibit 1	Resolution of Board of Directors of the Company authorizing the establishment of the Separate Account, incorporated by reference to Initial Registration Statement No. 333-45039, filed on January 28, 1998.
Exhibit 2	Not Applicable.
Exhibit 3	(i) Principal Underwriting Agreement, incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-45039, filed on June 4, 1998.
	(ii) Underwriting and Servicing Agreement, incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-45039, filed on June 4, 1998.
	(iii) Insurance Products Distribution Agreement (4/08), incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement No. 333-109620, filed on August 19, 2008.
	(iv) Amendment for Insurance Product Distribution Agreement (4/08), incorporated by reference to Post-Effective Amendment No. 13 to Registration Statement No. 333-81015, filed in April 2009.
Exhibit 4	Form of Individual Annuity Contract, incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-131007, filed on November 3, 2006.
Exhibit 5	Form of Individual Annuity Application, incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-131007, filed on November 3, 2006.
Exhibit 6	(i) Copy of Articles of Incorporation of the Company, incorporated by reference to Post-Effective Amendment No. 18 to Registration Statement No. 333-50410, filed on November 24, 2008.
	(ii) Copy of the Bylaws of the Company, incorporated by reference to Initial Registration Statement No. 333-150916, filed on May 14, 2008.
Exhibit 7	Not Applicable.
Exhibit 8	(a) Fund Participation Agreements
	AIM Variable Insurance Funds, Inc. Participation Agreement dated as of April 30, 2004 with revised Schedule A as of July 6, 2005, incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-150916, filed on September 12, 2008.
	AIM Variable Insurance Funds, Inc. Amendment No. 1 to Participation Agreement, incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-150916, filed on September 12, 2008.
	AIM Variable Insurance Funds, Inc. Amendment No. 2 to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement No. 333-45039, filed in April 2012.
	AIM Variable Insurance Funds, Inc. Amendment No. 3 to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement No. 333-45039, filed in April 2012.
	Fidelity Variable Insurance Products Fund II Participation Agreement dated May 1, 1998, incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-150916, filed on September 12, 2008.
	Fidelity Variable Insurance Products Fund II Amendment to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement No. 333-50410, filed on April 25, 2008.
	Fidelity Variable Insurance Products Fund II Amendment effective April 15, 2001 to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement No. 333-50410, filed on April 25, 2008.
	Fidelity Variable Insurance Products Fund II Amendment effective June 30, 2008 to Participation Agreement, incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-150916, filed on September 12, 2008.
	Fidelity Summary Prospectus Agreement, incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement No. 333-45039, filed in April 2012.
	ING Variable Products Trust Participation Agreement, incorporated by reference to Post-Effective Amendment No. 32 to Registration Statement No. 033-73140, filed on April 27, 2007.
	ING Variable Products Trust Amendment dated as of May 28, 2007 to Participation Agreement, incorporated by reference to Initial Registration Statement No. 333-150916, filed on May 14, 2008.
	ING Variable Products Trust Amendment dated as of April 3, 2008 to Participation Agreement, incorporated by reference to Initial Registration Statement No. 333-150916, filed on May 14, 2008.
	ING Variable Products Trust Amendment dated September 6, 2008 to Participation Agreement, incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-150916, filed on September 12, 2008.
	ING Amendment effective May 27, 2010 to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement No. 333-45039, filed in April 2012.
	MML Series Investment Fund Participation Agreement dated November 17, 2005, incorporated by reference to Post-Effective Amendment No. 62 to Registration Statement No. 002-39334, filed on August 22, 2007.
	MML Series Investment Fund First Amendment to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement No. 333-50410, filed on April 25, 2008.
	MML Series Investment Fund Second Amendment to Participation Agreement, incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-150916, filed on September 12, 2008.
	MML Series Investment Fund Third Amendment to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 78 to Registration Statement No. 002-39334, filed on March 2, 2011.
	MML Series Investment Fund Fourth Amendment to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 78 to Registration Statement No. 002-39334, filed on March 2, 2011.
	MML Series Investment Fund Fifth Amendment to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 87 to Registration Statement No. 002-39334, filed in March 2013.
	MML Series Investment Fund II Participation Agreement dated November 17, 2005, incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement No. 333-122804, filed on April 30, 2008.
	MML Series Investment Fund II First Amendment to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement No. 333-50410, filed on April 25, 2008.
	MML Series Investment Fund II Second Amendment to Participation Agreement, incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-150916, filed on September 12, 2008.
	MML Series Investment Fund II Third Amendment to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-122804, filed on March 2, 2011.
	MML Series Investment Fund II Fourth Amendment to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-122804, filed on March 2, 2011.
	MML Series Investment Fund II Fifth Amendment to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement No. 333-45039, filed in April 2012.
	MML Series Investment Fund II Sixth Amendment to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement No. 333-122804, filed in March 2013.
	MML Series Investment Fund II Seventh Amendment to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement No. 333-122804, filed in March 2013.
	Oppenheimer Variable Account Funds Participation Agreement dated May 1, 2006, incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement No. 333-50410, filed on April 25, 2008.
	Oppenheimer Variable Account Funds Amendment No. 1 to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement No. 333-150916, filed on April 28, 2009.
	Oppenheimer Variable Account Funds Amendment No. 2 to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 333-150916, filed on April 27, 2010.
	Oppenheimer Variable Account Funds Amendment No. 3 to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement No. 333-45039, filed in April 2012.
	Panorama Series Fund, Inc. Participation Agreement dated May 1, 2006, incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement No. 333-50410, filed on April 25, 2008.
	Panorama Series Fund, Inc. Amendment No. 1 to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement No. 333-150916, filed on April 28, 2009.
	Panorama Series Fund, Inc. Amendment No. 2 to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 333-150916, filed on April 27, 2010.
	Panorama Series Fund, Inc. Amendment No. 3 to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement No. 333-45039, filed in April 2012.
	PIMCO Participation Agreement dated as of April 21, 2006, incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-150916, filed on September 12, 2008.
	PIMCO Amendment No. 1 to Participation Agreement, incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-150916, filed on September 12, 2008.
	PIMCO Variable Insurance Trust Termination, New Agreements and Amendments (11/10/2010), incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement No. 333-45039, filed in April 2012.
	PIMCO Amendment effective as of May 1, 2011 to Participation Agreement, incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement No. 333-45039, filed in April 2012.
	(b) Rule 22c-2 Agreements, incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement No. 333-80991, filed in April 2007.
	AIM Variable Insurance Funds
	Fidelity Variable Insurance Products Fund
	ING Variable Products Trust
	MML Series Investment Fund
	MML Series Investment Fund II
	Oppenheimer Variable Account Funds
	Panorama Series Fund, Inc.
	PIMCO Variable Insurance Trust

Exhibit 9	Opinion and Consent of Counsel, incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement No. 333-131007, filed in April 2010.
Exhibit 10	(i) Consent of Independent Registered Public Accounting Firm, KPMG LLP.*
	(ii) Powers of Attorney
	Incorporated by reference to Post-Effective Amendment No. 18 to Registration Statement No. 333-45039, filed in April 2013 for: Laura J. Sen
	Incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement No. 333-45039, filed in April 2012 for: Cristóbal I. Conde Gregory Deavens H. Todd Stitzer Thomas C. Barry
	Incorporated by reference to Post-Effective Amendment No. 14 to Registration Statement No. 333-81015, filed in April 2010 for: Roger W. Crandall Michael T. Rollings Kathleen A. Corbet James H. DeGraffenreidt, Jr. Patricia Diaz Dennis Robert A. Essner Raymond W. LeBoeuf Cathy E. Minehan Marc F. Racicot William T. Spitz
Exhibit 11	Not Applicable.
Exhibit 12	Not Applicable.
Exhibit 14	None.

* Filed herewith.

Item 25. Directors and Officers of the Depositor

Directors of Massachusetts Mutual Life Insurance Company

Thomas C. Barry, Director 320 Park Avenue, 28th Floor New York, NY 10022	Raymond W. LeBoeuf, Director 1590 Galleon Drive Naples, FL 34102-7716
Cristóbal I. Conde, Director 255 E. 74th St., Apt. PH2 New York, NY 10021	Cathy E. Minehan, Director 128 Beacon Street Boston, MA 02116
Kathleen A. Corbet, Director 49 Cross Ridge Road New Canaan, CT 06840	Marc Racicot, Director 28013 Swan Cove Drive Bigfork, MT 59911
Roger W. Crandall, Director, Chairman 1295 State Street B101 Springfield, MA 01111	Laura J. Sen, Director 90 Babcock Street Brookline, MA 02446
James H. DeGraffenreidt, Jr., Director 1340 Smith Avenue Suite 200 Baltimore, MD 21209	William T. Spitz, Director 16 Wynstone Nashville, TN 37215
Patricia Diaz Dennis, Director 103 Devine Road San Antonio, TX 78212	H. Todd Stitzer, Director 1312 Casey Key Road Nokomis, FL 34275
Robert A. Essner, Director 1301 Westway Drive Sarasota, FL 34236 Officers of Massachusetts Mutual Life Insurance Company
Todd G. Picken, Corporate Vice President and Treasurer 1295 State Street Springfield, MA 01111	Gregory Deavens, Senior Vice President and Controller 1295 State Street Springfield, MA 01111
Roger W. Crandall, President and Chief Executive Officer (principal executive officer) 1295 State Street B101 Springfield, MA 01111 Mark Roellig, Executive Vice President and General Counsel 1295 State Street Springfield, MA 01111 Michael T. Rollings, Executive Vice President and Chief Financial Officer 1295 State Street Springfield, MA 01111 Elaine A. Sarsynski, Executive Vice President 1295 State Street Springfield, MA 01111  Michael Fanning, Executive Vice President 1295 State Street Springfield, MA 01111	Melvin Corbett, Executive Vice President and Chief Investment Officer 1295 State Street Springfield, MA 01111 Christine Peaslee, Vice President, Corporate Secretary & Counsel 1295 State Street Springfield, MA 01111 Debra Palermino, Executive Vice President 1295 State Street Springfield, MA 01111 Robert Casale, Executive Vice President & Chief Information Officer 1295 State Street Springfield, MA 01111 Elizabeth Chicares, Executive Vice President & Chief Enterprise Risk Officer 1295 State Street Springfield, MA 01111
Douglas Russell, Senior Vice President 1295 State Street Springfield, MA 01111	Susan Cicco, Vice President & Chief of Staff 1295 State Street Springfield, MA 01111

Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant

Incorporated by reference to Item 26 in Post-Effective Amendment No. 18 to Registration Statement No. 333-45039, filed in April 2013.

Item 27. Number of Contract Owners

As of February 20, 2013, the number of contract owners was 298.

Item 28. Indemnification

MassMutual directors and officers are indemnified under Article V of the by-laws of Massachusetts Mutual Life Insurance Company, as set forth below.

Article V. of the Bylaws of MassMutual provides for indemnification of directors and officers as follows:

“Article V. Subject to limitations of law, the Company shall indemnify:

(a) each director, officer or employee;

(b) any individual who serves at the request of the Company as a director, board member, committee member, officer or employee of any organization or any separate investment account; or

(c) any individual who serves in any capacity with respect to any employee benefit plan,

from and against all loss, liability and expense imposed upon or incurred by such person in connection with any action, claim or proceeding of any nature whatsoever, in which such person may be involved or with which he or she may be threatened, by reason of any alleged act, omission or otherwise while serving in any such capacity. Indemnification shall be provided although the person no longer serves in such capacity and shall include protection for the person’s heirs and legal representatives.

Indemnities hereunder shall include, but not be limited to, all costs and reasonable counsel fees, fines, penalties, judgments or awards of any kind, and the amount of reasonable settlements, whether or not payable to the Company or to any of the other entities described in the preceding paragraph, or to the policyholders or security holders thereof.

Notwithstanding the foregoing, no indemnification shall be provided with respect to:

(1) any matter as to which the person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Company or, to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan;

(2) any liability to any entity which is registered as an investment company under the Federal Investment Company Act of 1940 or to the security holders thereof, where the basis for such liability is willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office; and

(3) any action, claim or proceeding voluntarily initiated by any person seeking indemnification, unless such action, claim or proceeding had been authorized by the Board of Directors or unless such person’s indemnification is awarded by vote of the Board of Directors.

In any matter disposed of by settlement or in the event of an adjudication which in the opinion of the General Counsel or his delegate does not make a sufficient determination of conduct which could preclude or permit indemnification in accordance with the preceding paragraphs (1), (2) and (3), the person shall be entitled to indemnification unless, as determined by the majority of the disinterested directors or in the opinion of counsel (who may be an officer of the Company or outside counsel employed by the Company), such person’s conduct was such as precludes indemnification under any such paragraph.

The Company may at its option indemnify for expenses incurred in connection with any action or proceeding in advance of its final disposition, upon receipt of a satisfactory undertaking for repayment if it be subsequently determined that the person thus indemnified is not entitled to indemnification under this Article V.”

To provide certainty and more clarification regarding the indemnification provisions of the Bylaws set forth above, MassMutual has entered into indemnification agreements with each of its directors, and with each of its officers who serve as a director of a subsidiary of MassMutual, (a “Director”). Pursuant to the Agreements, MassMutual agrees to indemnify a Director, to the extent legally permissible, against (a) all expenses, judgments, fines and settlements (“Costs”), liabilities, and penalties paid in connection with a proceeding involving the Director because he or she is a director if the Director (i) acted in good faith, (ii) reasonably believed the conduct was in the Company’s best interests; (iii) had no reasonable cause to believe the conduct was unlawful (in a criminal proceeding); and, (iv) engaged in conduct for which the Director shall not be liable under MassMutual’s Charter or By-Laws. MassMutual further agrees to indemnify a Director, to the extent permitted by law, against all Costs paid in connection with any proceeding (i) unless the Director breached a duty of loyalty, (ii) except for liability for acts or omissions not in good faith, involving intentional misconduct or a knowing violation of law, (iii) except for liability under Section 6.40 of Chapter 156D of Massachusetts Business Corporation Act (“MBCA”), or (iv) except for liability related to any transaction from which the Director derived an improper benefit. MassMutual will also indemnify a Director, to the fullest extent authorized by the MBCA, against all expenses to the extent the Director has been successful on the merits or in defense of any proceeding. If any court determines that despite an adjudication of liability to MassMutual or its subsidiary that the Director is entitled to indemnification, MassMutual will indemnify the Director to the extent permitted by law. Subject to the Director’s obligation to pay MassMutual in the event that the Director is not entitled to indemnification, MassMutual will pay the expenses of the Director prior to a final determination as to whether the Director is entitled to indemnification.

Item 29. Principal Underwriters

(a) MML Distributors, LLC (“MML Distributors”) and MML Investors Services, LLC (“MMLIS”), subsidiaries of Massachusetts Mutual Life Insurance Company, act as principal underwriters for contracts/policies that utilize registered separate accounts of Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company and MML Bay State Life Insurance Company. MMLIS serves as principal underwriter of the contracts/policies sold by its registered representatives, and MML Distributors serves as principal underwriter of the contracts/policies sold by registered representatives of other broker-dealers who have entered into distribution agreements with MML Distributors.

MML Distributors and MMLIS either jointly or individually act as principal underwriters for:

Massachusetts Mutual Variable Life Separate Account I, Massachusetts Mutual Variable Annuity Separate Account 1, Massachusetts Mutual Variable Annuity Separate Account 2, Massachusetts Mutual Variable Annuity Separate Account 3, Massachusetts Mutual Variable Annuity Separate Account 4, Panorama Separate Account, Connecticut Mutual Variable Life Separate Account I, MML Bay State Variable Life Separate Account I, MML Bay State Variable Annuity Separate Account 1, Panorama Plus Separate Account, C.M. Multi-Account A, C.M. Life Variable Life Separate Account I, Massachusetts Mutual Variable Life Separate Account II, MassMutual Premier Funds, MassMutual Select-Funds, and certain series of the MML Series Investment Fund and MML Series Investment Fund II.

MML Distributors also acts as principal underwriter for certain contracts/policies that utilize the following registered separate accounts of the Hartford Insurance Company:

Hartford Life Insurance Company – Separate Account Two

Hartford Life Insurance Company – Separate Account Two (DC Variable Account I)

Hartford Life Insurance Company – Separate Account Two (DC Variable Account II)

Hartford Life Insurance Company – Separate Account Two (QP Variable Account)

Hartford Life Insurance Company – Separate Account Two (NQ Variable Account)

Hartford Life Insurance Company – Separate Account Eleven

Hartford Life Insurance Company – Separate Account Twelve

(b) MML Distributors, LLC and MML Investors Services, LLC are the principal underwriters for the contracts. The following people are officers and member representatives of MML Distributors, LLC and officers and directors of MML Investors Services, LLC:

OFFICERS AND MEMBER REPRESENTATIVES MML DISTRIBUTORS, LLC

Name	Positions and Offices	Principal Business Address
Elaine A. Sarsynski	Chief Executive Officer and President	1295 State Street Springfield, MA 01111-0001
Nathan Hall	Chief Financial Officer and Treasurer	1295 State Street Springfield, MA 01111-0001
Michael Fanning	Member Representative Insurance Operations Supervisor	1295 State Street Springfield, MA 01111-0001
Robert S. Rosenthal	Vice President Chief Legal Officer Secretary	1295 State Street Springfield, MA 01111-0001
Kevin LaComb	Assistant Treasurer	1295 State Street Springfield, MA 01111-0001
Edward K. Duch, III	Assistant Secretary	1295 State Street Springfield, MA 01111-0001
Jennifer Dupuis-Krause	Assistant Secretary	1295 State Street Springfield, MA 01111-0001
Barbara Upton	Assistant Vice President Chief Compliance Officer	1295 State Street Springfield, MA 01111-0001
Stephen Alibozek	Entity Contracting Officer	1295 State Street Springfield, MA 01111-0001
Kathy Rogers	Continuing Education Officer	1295 State Street Springfield, MA 01111-0001
Susan Scanlon	Vice President	1295 State Street Springfield, MA 01111-0001
Donna Watson	Assistant Treasurer	1295 State Street Springfield, MA 01111-0001
Bruce C. Frisbie	Assistant Treasurer	100 Bright Meadow Blvd. Enfield, CT 06082
Todd Cyboron	Chief Technology Officer	1295 State Street Springfield, MA 01111-0001
H. Bradford Hoffman	Chief Risk Officer	1295 State Street Springfield, MA 01111-0001
Eric Wietsma	Vice President	1295 State Street Springfield, MA 01111-0001
Christine Peaslee	Assistant Secretary	1295 State Street Springfield, MA 01111-0001
Richard Zayicek	Vice President	200 Cape Cod Way Moorseville, NC 28117
Mario Morton	Registration Manager	1295 State Street Springfield, MA 01111-0001

OFFICERS AND DIRECTORS OF MML INVESTORS SERVICES, LLC

Name	Positions and Offices	Principal Business Address
Michael Fanning	Chairman of the Board & Chief Executive Officer	*
John Vaccaro	President, Agency Field Force Supervisor, Board Member	*
William F. Monroe, Jr.	Vice President, Chief Operating Officer	*
Nathan Hall	Chief Financial Officer, Treasurer and Assistant Vice President	*
Todd Cyboron	Chief Technology Officer	*
Christine Frederick	Chief Compliance Officer	*
Susan Scanlon	Deputy Chief Compliance Officer	*
	AML Compliance Officer
James Puhala	Deputy Chief Compliance Officer	*
Mark Viviano	Co-Chief Operations Officer and Assistant Vice President	*
Mark Larose	Co-Chief Operations Officer and Assistant Vice President,	*
Kenneth M. Rickson	Field Risk Officer, Agency Vice President	*
Robert S. Rosenthal	Chief Legal Officer, Vice President, Associate General Counsel and Secretary	*
Douglas Russell	Vice President	*
Wendy Benson	Vice President	*
Mathew Verdi	Assistant Vice President	*
Mary S. Block	Vice President and Assistant Secretary	*
Edward K. Duch, III	Assistant Secretary	*
Jennifer L. Dupuis-Krause	Assistant Secretary	*
Christine Peaslee	Assistant Secretary	*
Bruce C. Frisbie	Assistant Treasurer	**
Kevin LaComb	Assistant Treasurer	*
Todd Picken	Assistant Treasurer	*
Kathy Rogers	Continuing Education Officer	*
Thomas H. Jurkowski	Agency Vice President	*
Edward Youmell	Agency Vice President	*
Joseph Sparacio	Agency Vice President	9830 E. Granite Peak Trail Scottsdale, AZ 85262
Michael St. Clair	Agency Vice President	*
Richard Bourgeois	Vice President	*
Francine Reipold	Vice President	*
Mario Morton	Assistant Vice President and Regional Manager	*
Anthony Frogameni	Chief Privacy Officer, Assistant Vice President	*
Elaine Gruet	Assistant Vice President	*
Michael Rollings	Board Member	*
Elizabeth Ward Chicares	Board Member	*

* 1295 State Street, Springfield, MA 01111-0001

** 100 Bright Meadow Boulevard, Enfield, CT 06082-1981

(c) For information about all commissions and other compensation received by each principal underwriter, directly or indirectly, from the Registrant during the Registrant’s last fiscal year, refer to the “Distribution” section of the Statement of Additional Information.

Item 30. Location of Accounts and Records

All accounts, books, or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are maintained by the Registrant at 100 Bright Meadow Boulevard, Enfield, CT 06082 and 1295 State Street, Springfield, MA 01111.

Item 31. Management Services

Not Applicable.

Item 32. Undertakings

(a) Registrant hereby undertakes to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen (16) months old for so long as payment under the variable annuity contracts may be accepted.

(b) Registrant hereby undertakes to include either (1) as part of any application to purchase a contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information.

(c) Registrant hereby undertakes to deliver any Statement of Additional Information and any financial statement required to be made available under this Form promptly upon written or oral request.

(d) Massachusetts Mutual Life Insurance Company hereby represents that the fees and charges deducted under the individual deferred variable annuity contract described in this Registration Statement in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Massachusetts Mutual Life Insurance Company.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Massachusetts Mutual Variable Annuity Separate Account 4 certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment No. 7 to Registration Statement 333-131007 pursuant to Rule 485(b) under the Securities Act of 1933 and has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, all in the city of Springfield and the Commonwealth of Massachusetts, on April 22, 2013.

MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 4 (Registrant) MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY (Depositor)
By:	ROGER W. CRANDALL*
	Roger W. Crandall President and Chief Executive Officer (principal executive officer) Massachusetts Mutual Life Insurance Company

As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
ROGER W. CRANDALL*	Director and Chief Executive Officer (principal executive officer)	April 22, 2013
Roger W. Crandall
MICHAEL T. ROLLINGS*         Michael T. Rollings	Chief Financial Officer (principal financial officer)	April 22, 2013
GREGORY DEAVENS*         Gregory Deavens	Controller (principal accounting officer)	April 22, 2013
THOMAS C. BARRY*         Thomas C. Barry	Director	April 22, 2013
CRISTÓBAL I. CONDE*         Cristóbal I. Conde	Director	April 22, 2013
KATHLEEN A. CORBET*         Kathleen A. Corbet	Director	April 22, 2013
JAMES H.  DEGRAFFENREIDT, JR.*         James H. DeGraffenreidt, Jr.	Director	April 22, 2013
PATRICIA DIAZ DENNIS* Patricia Diaz Dennis	Director	April 22, 2013
ROBERT ESSNER*         Robert Essner	Director	April 22, 2013
RAYMOND W. LEBOEUF*         Raymond W. LeBoeuf	Director	April 22, 2013
CATHY E. MINEHAN*	Director	April 22, 2013
Cathy E. Minehan
MARC RACICOT*         Marc Racicot	Director	April 22, 2013
LAURA J. SEN*         Laura J. Sen	Director	April 22, 2013
WILLIAM T. SPITZ*         William T. Spitz	Director	April 22, 2013
H. TODD STITZER*         H. Todd Stitzer	Director	April 22, 2013
/S/ John E. Deitelbaum		April 22, 2013
*John E. Deitelbaum
As Attorney-in-Fact Pursuant to Power of Attorney

INDEX TO EXHIBITS

Exhibit 10(i) Consent of Independent Registered Public Accounting Firm, KPMG LLP