##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934FOR THE QUARTERLY PERIOD ENDED
    MARCH 31, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD
    FROM          TO   Commission file number:
    33-03094
    MetLife Insurance Company of
    Connecticut
 (Exact name of registrant as
    specified in its charter)
  Connecticut

06-0566090(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)1300 Hall Boulevard, Bloomfield, Connecticut

06002(Address of principal executive
    offices)

(Zip Code)   (860) 656-3000
 (Registrants telephone
    number, including area code)
  þ o
  Regulation S-T o o
  Rule 12b-2
  Large accelerated
    filer  o

Accelerated
    filer  oNon-accelerated
    filer  þ
    (Do not check if a smaller reporting company)

Smaller reporting company
    o   Rule 12b-2 o þ
    REDUCED
    DISCLOSURE FORMAT
  The registrant meets the conditions set forth in General
    Instruction H(1)(a) and (b) of
    Form 10-Q
    and is, therefore, filing this
    Form 10-Q
    with the reduced disclosure format.




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##### 





Table of
    Contents
  PagePart I  Financial
    InformationItem 1. Financial Statements at
    March 31, 2009 (Unaudited) and December 31, 2008 and
    for the Three Months Ended March 31, 2009 and
    March 31, 2008 (Unaudited)


4Interim Condensed Consolidated Balance Sheets


4Interim Condensed Consolidated Statements of
    Income


5Interim Condensed Consolidated Statements of
    Stockholders Equity


6Interim Condensed Consolidated Statements of Cash
    Flows


8Notes to the Interim Condensed Consolidated
    Financial Statements


9Item 2. Managements Discussion and
    Analysis of Financial Condition and Results of Operations


65Item 3. Quantitative and Qualitative
    Disclosures About Market Risk


86Item 4(T). Controls and Procedures


94Part II  Other
    InformationItem 1. Legal Proceedings


94Item 1A. Risk Factors


94Item 6. Exhibits


99Signatures


100Exhibit Index


E-1EX-31.1EX-31.2EX-32.1EX-32.2   2




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Note
    Regarding Forward-Looking Statements
  Form 10-Q,
  Note
    Regarding Reliance on Statements in Our Contracts
  Form 10-Q,
  
    should not in all instances be treated as categorical statements
    of fact, but rather as a way of allocating the risk to one of
    the parties if those statements prove to be inaccurate;
    have been qualified by disclosures that were made to the other
    party in connection with the negotiation of the applicable
    agreement, which disclosures are not necessarily reflected in
    the agreement;
    may apply standards of materiality in a way that is different
    from what may be viewed as material to investors; and
    were made only as of the date of the applicable agreement or
    such other date or dates as may be specified in the agreement
    and are subject to more recent developments.  Form 10-Q
 3




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##### Table of Contents



Part I 
    Financial Information  Item 1.
    Financial
    Statements  MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
 Interim
    Condensed Consolidated Balance Sheets
    March 31, 2009 (Unaudited) and December 31,
    2008  (In
    millions, except share and per share data)
  March 31, 2009


December 31, 2008AssetsInvestments:Fixed maturity securities available-for-sale, at estimated fair
    value (amortized cost: $40,049 and $39,601, respectively)

$
34,778


$
34,846Equity securities available-for-sale, at estimated fair value
    (cost: $625 and $673, respectively)


372



474Trading securities, at estimated fair value (cost: $293 and
    $251, respectively)


264



232Mortgage and consumer loans (net of valuation allowances of $55
    and $46, respectively)


4,373



4,447Policy loans


1,187



1,192Real estate and real estate joint ventures held-for-investment


562



608Other limited partnership interests


1,090



1,249Short-term investments


2,799



3,127Other invested assets


1,843



2,297Total investments


47,268



48,472Cash and cash equivalents


3,694



5,656Accrued investment income


522



487Premiums and other receivables


13,119



12,463Deferred policy acquisition costs and value of business acquired


5,671



5,440Current income tax recoverable


95



66Deferred income tax assets


2,210



1,843Goodwill


953



953Other assets


735



752Separate account assets


34,067



35,892Total assets

$
108,334


$
112,024Liabilities and Stockholders EquityLiabilities:Future policy benefits

$
20,495


$
20,213Policyholder account balances


37,411



37,175Other policyholder funds


2,137



2,085Short-term debt


300



300Long-term debt  affiliated


950



950Payables for collateral under securities loaned and other
    transactions


6,719



7,871Other liabilities


2,023



2,604Separate account liabilities


34,067



35,892Total liabilities


104,102



107,090Contingencies, Commitments and Guarantees (Note 7)Stockholders Equity:Common stock, par value $2.50 per share; 40,000,000 shares
    authorized; 34,595,317 shares issued and outstanding at
    March 31, 2009 and December 31, 2008


86



86Additional paid-in capital


6,719



6,719Retained earnings


583



965Accumulated other comprehensive loss


(3,156
)


(2,836
)Total stockholders equity


4,232



4,934Total liabilities and stockholders equity

$
108,334


$
112,024   See accompanying notes to the interim condensed consolidated
    financial statements.
 4




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MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
 Interim
    Condensed Consolidated Statements of Income
    For the Three Months Ended March 31, 2009 and 2008
    (Unaudited)  (In
    millions)
  Three Months EndedMarch 31,As Restated,2009


2008RevenuesPremiums

$
184


$
149Universal life and investment-type product policy fees


284



346Net investment income


440



662Other revenues


69



56Net investment gains (losses)


(600
)


(45
)Total revenues


377



1,168ExpensesPolicyholder benefits and claims


427



325Interest credited to policyholder account balances


300



308Other expenses


258



457Total expenses


985



1,090Income (loss) from continuing operations before provision for
    income tax


(608
)


78Provision for income tax expense (benefit)


(226
)


7Net income (loss)

$
(382
)

$
71   See accompanying notes to the interim condensed consolidated
    financial statements.
 5




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MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
 Interim
    Condensed Consolidated Statements of Stockholders
    Equity
    For the Three Months Ended March 31, 2009
    (Unaudited)  (In
    millions)
  Accumulated Other Comprehensive LossNet


ForeignAdditional





Unrealized


CurrencyCommon


Paid-in


Retained


Investment


Translation


TotalStock


Capital


Earnings


Gains (Losses)


Adjustments


EquityBalance at December 31, 2008

$
86


$
6,719


$
965


$
(2,682
)

$
(154
)

$
4,934Comprehensive income (loss):Net loss










(382
)










(382
)Other comprehensive income (loss):Unrealized gains (losses) on derivative instruments, net of
    income tax














(2
)






(2
)Unrealized investment gains (losses), net of related offsets and
    income tax














(313
)






(313
)Foreign currency translation adjustments, net of income tax


















(5
)


(5
)Other comprehensive loss






















(320
)Comprehensive loss






















(702
)Balance at March 31, 2009

$
86


$
6,719


$
583


$
(2,997
)

$
(159
)

$
4,232   See accompanying notes to the interim condensed consolidated
    financial statements.
 6




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MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
 Interim
    Condensed Consolidated Statements of Stockholders Equity
    (Continued)
    For the Three Months Ended March 31, 2008
    (Unaudited)  (In
    millions)
  Accumulated Other Comprehensive LossNet


ForeignAdditional





Unrealized


CurrencyCommon


Paid-in


Retained


Investment


Translation


TotalStock


Capital


Earnings


Gains (Losses)


Adjustments


EquityBalance at December 31, 2007

$
86


$
6,719


$
892


$
(361
)

$
12


$
7,348Comprehensive income (loss):Net income, As Restated










71











71Other comprehensive income (loss):Unrealized gains (losses) on derivative instruments, net of
    income tax














(4
)






(4
)Unrealized investment gains (losses), net of related offsets and
    income tax














(395
)






(395
)Foreign currency translation adjustments, net of income tax


















(7
)


(7
)Other comprehensive loss






















(406
)Comprehensive loss






















(335
)Balance at March 31, 2008, As Restated

$
86


$
6,719


$
963


$
(760
)

$
5


$
7,013   See accompanying notes to the interim condensed consolidated
    financial statements.
 7




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MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
 Interim
    Condensed Consolidated Statements of Cash Flows
    For the Three Months Ended March 31, 2009 and 2008
    (Unaudited)  (In
    millions)
  Three Months EndedMarch 31,As Restated,2009


2008Cash flows from operating activitiesNet income (loss)

$
(382
)

$
71Adjustments to reconcile net income (loss) to net cash (used in)
    provided by operating activities:Depreciation and amortization expenses


7



7Amortization of premiums and accretion of discounts associated
    with investments, net


17



3(Gains) losses from sales of investments, net


600



49Undistributed equity earnings of real estate joint ventures and
    other limited partnership interests


119



11Interest credited to policyholder account balances


300



308Universal life and investment-type product policy fees


(284
)


(346
)Change in accrued investment income


(35
)


80Change in premiums and other receivables


(993
)


(81
)Change in deferred policy acquisition costs, net


(152
)


111Change in insurance-related liabilities


316



185Change in trading securities


(61
)


Change in income tax recoverable


(225
)


8Change in other assets


155



130Change in other liabilities


(545
)


378Other, net


4



(8
)Net cash (used in) provided by operating activities


(1,159
)


906Cash flows from investing activitiesSales, maturities and repayments of:Fixed maturity securities


4,042



4,693Equity securities


12



25Mortgage and consumer loans


108



171Real estate and real estate joint ventures


2



10Other limited partnership interests


68



21Purchases of:Fixed maturity securities


(4,724
)


(4,645
)Equity securities


(22
)


(42
)Mortgage and consumer loans


(53
)


(232
)Real estate and real estate joint ventures


(11
)


(30
)Other limited partnership interests


(36
)


(74
)Net change in short-term investments


328



312Net change in other invested assets


238



(231
)Net change in policy loans


5



(286
)Net cash used in investing activities


(43
)


(308
)Cash flows from financing activitiesPolicyholder account balances:Deposits


5,575



1,900Withdrawals


(5,173
)


(2,334
)Net change in payables for collateral under securities loaned
    and other transactions


(1,152
)


64Financing element on certain derivative instruments


(9
)


15Net cash used in financing activities


(759
)


(355
)Effect of change in foreign currency exchange rates on cash
    balances


(1
)


2Change in cash and cash equivalents


(1,962
)


245Cash and cash equivalents, beginning of period


5,656



1,774Cash and cash equivalents, end of period

$
3,694


$
2,019Supplemental disclosures of cash flow information:Net cash paid during the period for:Interest

$
1


$
13Income tax

$
1


$
2   See accompanying notes to the interim condensed consolidated
    financial statements.
 8




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MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
 Notes to
    Interim Condensed Consolidated Financial Statements
    (Unaudited)  1.
    Business,
    Basis of Presentation, and Summary of Significant Accounting
    Policies  Business
    Basis
    of Presentation
    (i)
    the estimated fair value of investments in the absence of quoted
    market values;(ii)
    investment impairments;(iii)
    the recognition of income on certain investment entities;(iv)
    the application of the consolidation rules to certain
    investments;(v)
    the existence and estimated fair value of embedded derivatives
    requiring bifurcation;(vi)
    the estimated fair value of and accounting for derivatives;(vii)
    the capitalization and amortization of deferred policy
    acquisition costs (DAC) and the establishment and
    amortization of value of business acquired (VOBA);(viii)
    the measurement of goodwill and related impairment, if any;(ix)
    the liability for future policyholder benefits;(x)
    accounting for income taxes and the valuation of deferred income
    tax assets;(xi)
    accounting for reinsurance transactions; and(xii)
    the liability for litigation and regulatory matters.      Consolidation of Variable Interest
    Entities  An Interpretation of Accounting Research
    Bulletin No. 51
 9




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MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
        Form 10-K
  Adoption
    of New Accounting Pronouncements
  Business
    Combinations and Noncontrolling Interests
  Business Combinations  A
    Replacement of FASB Statement No. 141 Accounting for Assets Acquired
    and Liabilities Assumed in a Business Combination That Arise
    from Contingencies Noncontrolling Interests in
    Consolidated Financial Statements  An Amendment of
    ARB No. 51
  
    All business combinations (whether full, partial or
    step acquisitions) result in all assets and
    liabilities of an acquired business being recorded at fair
    value, with limited exceptions.
    Acquisition costs are generally expensed as incurred;
    restructuring costs associated with a business combination are
    generally expensed as incurred subsequent to the acquisition
    date.
    The fair value of the purchase price, including the issuance of
    equity securities, is determined on the acquisition date.
    Assets acquired and liabilities assumed in a business
    combination that arise from contingencies are recognized at fair
    value if the acquisition date fair value can be reasonably
    determined. If the fair value is not estimable, an asset or
    liability is recorded if existence or incurrence at the
    acquisition date is probable and its amount is reasonably
    estimable. 10




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MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   
    Changes in deferred income tax asset valuation allowances and
    income tax uncertainties after the acquisition date generally
    affect income tax expense.
    Noncontrolling interests (formerly known as minority
    interests) are valued at fair value at the acquisition
    date and are presented as equity rather than liabilities.
    Net income includes amounts attributable to noncontrolling
    interests.
    When control is attained on previously noncontrolling interests,
    the previously held equity interests are remeasured at fair
    value and a gain or loss is recognized.
    Purchases or sales of equity interests that do not result in a
    change in control are accounted for as equity transactions.
    When control is lost in a partial disposition, realized gains or
    losses are recorded on equity ownership sold and the remaining
    ownership interest is remeasured and holding gains or losses are
    recognized.    No. 08-6, Equity Method Investment Accounting Considerations (EITF 08-6). EITF 08-6 EITF 08-6
  No. 08-7, Accounting for Defensive Intangible Assets (EITF 08-7). EITF 08-7 EITF 08-7
  No. FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP 142-3). FSP 142-3 Goodwill and Other Intangible
    Assets
  Other
    Pronouncements
  Disclosures about Derivative
    Instruments and Hedging Activities An
    Amendment of FASB Statement No. 133
 11




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    Fair Value Measurements , FSP 157-2, Effective Date of FASB Statement No. 157
  No. 08-5, Issuers Accounting for Liabilities Measured at Fair
    Value with a Third-Party Credit Enhancement (EITF 08-5). EITF 08-5 EITF 08-5 EITF 08-5
  No. FAS 140-3, Accounting for Transfers of Financial Assets and Repurchase
    Financing Transactions (FSP 140-3). FSP 140-3 FSP 140-3
  Future
    Adoption of New Accounting Pronouncements
    
    FSP
    No. FAS 157-4,
    Determining Fair Value When the Volume and Level of Activity
    for the Asset or Liability Have Significantly Decreased and
    Identifying Transactions That Are Not Orderly(FSP 157-4),
    provides guidance on (1) estimating the fair value of an
    asset or liability if there was a significant decrease in the
    volume and level of trading activity for these assets or
    liabilities and (2) identifying transactions that are not
    orderly. Further, the
    FSP 157-4
    requires disclosure in the interim financial statements of the
    inputs and valuation techniques used to measure fair value. The
    Company is currently evaluating the impact of
    FSP 157-4
    on its consolidated financial statements.
    FSP
    No. FAS 115-2
    and
    FAS 124-2,
    Recognition and Presentation of Other-Than-Temporary
    Impairments(OTTI FSP), provides new guidance
    for determining whether an other-than-temporary impairment
    exists. The OTTI FSP requires a company to assess the likelihood
    of selling a security prior to recovering its cost basis. If a
    company intends to sell a security or it is more-likely-than-not
    that it will be required to sell a security prior to recovery of
    its cost basis, a security would be written down to fair value
    with the full charge recorded in earnings. If a company does not
    intend to sell a security and it is not more-likely-than-not
    that it would be required to sell the security prior to
    recovery, the security would not be considered
    other-than-temporarily impaired unless there are credit losses
    associated with the security. Where credit losses exist, the
    portion of the impairment related to those credit losses would
    be recognized in earnings. Any remaining difference between the
    fair value and the cost basis would be recognized as part of
    other comprehensive income. The Company is currently evaluating
    the impact of the OTTI FSP on its consolidated financial
    statements. 12




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MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   
    FSP
    No. FAS 107-1
    and APB
    28-1,
    Interim Disclosures about Fair Value of Financial
    Instruments, requires interim financial instrument fair
    value disclosures similar to those included in annual financial
    statements. The Company will provide all of the material
    required disclosures in future periods.  2.
    Investments  Fixed
    Maturity and Equity Securities Available-for-Sale
    March 31, 2009Cost orAmortized


Gross Unrealized


Estimated


% ofCost


Gain


Loss


Fair Value


Total(In millions)U.S. corporate securities

$
15,229


$
74


$
2,559


$
12,744



36.6
%Residential mortgage-backed securities


6,957



183



861



6,279



18.1U.S. Treasury, agency and government guaranteed securities (1)


4,901



449



23



5,327



15.3Foreign corporate securities


6,203



42



1,126



5,119



14.7Commercial mortgage-backed securities


2,944



5



658



2,291



6.6Asset-backed securities


2,458



12



638



1,832



5.3State and political subdivision securities


947



3



167



783



2.2Foreign government securities


410



24



31



403



1.2Total fixed maturity securities (2), (3)

$
40,049


$
792


$
6,063


$
34,778



100.0
%Non-redeemable preferred stock (2)

$
494


$



$
248


$
246



66.1
%Common stock


131



1



6



126



33.9Total equity securities

$
625


$
1


$
254


$
372



100.0
%   13




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MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  December 31, 2008Cost orAmortized


Gross Unrealized


Estimated


% ofCost


Gain


Loss


Fair Value


Total(In millions)U.S. corporate securities

$
15,440


$
126


$
2,335


$
13,231



38.0
%Residential mortgage-backed securities


7,901



124



932



7,093



20.4U.S. Treasury, agency and government guaranteed securities (1)


3,407



926







4,333



12.4Foreign corporate securities


6,157



41



1,136



5,062



14.5Commercial mortgage-backed securities


2,933



6



665



2,274



6.5Asset-backed securities


2,429



1



703



1,727



5.0State and political subdivision securities


880



2



225



657



1.9Foreign government securities


454



48



33



469



1.3Total fixed maturity securities (2), (3)

$
39,601


$
1,274


$
6,029


$
34,846



100.0
%Non-redeemable preferred stock (2)

$
551


$
1


$
196


$
356



75.1
%Common stock


122



1



5



118



24.9Total equity securities

$
673


$
2


$
201


$
474



100.0
%     (1)
    
    The Company has classified within the U. S. Treasury, agency and
    government guaranteed securities caption above certain corporate
    fixed maturity securities issued by U.S. financial institutions
    that are guaranteed by the Federal Deposit Insurance Corporation
    (FDIC) pursuant to the FDICs Temporary
    Liquidity Guarantee Program of $490 million at estimated
    fair value with unrealized gains of $3 million at
    March 31, 2009. The Company held no securities issued by
    U.S. financial institutions that are guaranteed pursuant to
    FDICs Temporary Liquidity Guarantee Program at
    December 31, 2008.(2)
    
    The Company classifies perpetual securities that have attributes
    of both debt and equity as fixed maturity securities if the
    security has a punitive interest rate
    step-up
    feature as it believes in most instances this feature will
    compel the issuer to redeem the security at the specified call
    date. Perpetual securities that do not have a punitive interest
    rate step-up
    feature are classified as non-redeemable preferred stock. Many
    of such securities have been issued by
    non-U.S.
    financial institutions that are accorded Tier 1 and Upper
    Tier 2 capital treatment by their respective regulatory
    bodies and are commonly referred to as perpetual hybrid
    securities. Perpetual hybrid securities classified as
    non-redeemable preferred stock held by the Company at
    March 31, 2009 and December 31, 2008 had an estimated
    fair value of $214 million and $304 million,
    respectively. In addition, the Company held $32 million and
    $52 million at estimated fair value at March 31, 2009
    and December 31, 2008, respectively, of other perpetual
    hybrid securities, primarily of U.S. financial institutions,
    also included in non-redeemable preferred stock. Perpetual
    hybrid securities held by the Company and included within fixed
    maturity securities (primarily within foreign corporate
    securities) at March 31, 2009 and December 31, 2008
    had an estimated fair value of $328 million and
    $425 million, respectively. In addition, the Company held
    $38 million and $16 million at estimated fair value at
    March 31, 2009 and December 31, 2008, respectively, of
    other perpetual hybrid securities, primarily U.S. financial
    institutions, included in U.S. corporate securities.(3)
    
    At March 31, 2009 and December 31, 2008 the Company
    also held $309 million and $385 million at estimated
    fair value, respectively, of redeemable preferred stock which
    have stated maturity dates. These securities are primarily
    issued by U.S. financial institutions, have cumulative interest
    deferral features and are commonly referred to as capital
    securities and are included within U.S. corporate
    securities. 14




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MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   Below Investment Grade or Non Rated Fixed Maturity
    Securities.
  Non-Income Producing Fixed Maturity
    Securities.
  Fixed Maturity Securities Credit Enhanced by Financial
    Guarantee Insurers.
  Concentrations of Credit Risk (Fixed Maturity
    Securities).
    Concentrations of Credit Risk Fixed Maturity
    Securities) U.S. and Foreign Corporate
    Securities.
 15




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MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    March 31, 2009


December 31, 2008Estimated


% of


Estimated


% ofFair Value


Total


Fair Value


Total(In millions)Foreign (1)

$
5,119



28.6
%

$
5,062



27.6
%Finance


2,873



16.1



3,397



18.6Utility


2,838



15.9



2,810



15.4Consumer


2,761



15.4



2,666



14.6Industrial


2,352



13.2



1,775



9.7Communications


1,303



7.3



1,305



7.1Other


617



3.5



1,278



7.0Total

$
17,863



100.0
%

$
18,293



100.0
%     (1)
    
    Includes U.S. dollar-denominated debt obligations of foreign
    obligors, and other fixed maturity securities foreign
    investments.  Concentrations of Credit Risk (Fixed Maturity
    Securities)  Residential Mortgage-Backed
    Securities.
  March 31, 2009


December 31, 2008Estimated


% of


Estimated


% ofFair Value


Total


Fair Value


Total(In millions)Residential mortgage-backed securities:Collateralized mortgage obligations

$
4,447



70.8
%

$
5,028



70.9
%Pass-through securities


1,832



29.2



2,065



29.1Total residential mortgage-backed securities

$
6,279



100.0
%

$
7,093



100.0
%      16




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    Concentrations of Credit Risk (Fixed Maturity
    Securities)  Commercial Mortgage-Backed
    Securities.
  Concentrations of Credit Risk (Fixed Maturity
    Securities)  Asset-Backed
    Securities.
  Concentrations of Credit Risk (Equity Securities) 
 17




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  Net
    Unrealized Investment Gains (Losses)
    March 31, 2009


December 31, 2008(In millions)Fixed maturity securities

$
(5,271
)

$
(4,755
)Equity securities


(253
)


(199
)Derivatives


(18
)


12Short-term investments


(65
)


(100
)Other


(4
)


(3
)Subtotal


(5,611
)


(5,045
)Amounts allocated from:DAC and VOBA


996



916Deferred income tax


1,618



1,447Subtotal


2,614



2,363Net unrealized investment gains (losses)

$
(2,997
)

$
(2,682
)
     March 31, 2009(In millions)Balance, beginning of period

$
(2,682
)Unrealized investment gains (losses) during the period


(566
)Unrealized investment gains (losses) relating to:DAC and VOBA


80Deferred income tax


171Balance, end of period

$
(2,997
)Change in net unrealized investment gains (losses)

$
(315
)
  18




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  Unrealized
    Loss for Fixed Maturity and Equity Securities
    Available-for-Sale
    March 31, 2009Equal to or GreaterLess than 12 Months


than 12 Months


TotalEstimated


Gross


Estimated


Gross


Estimated


GrossFair


Unrealized


Fair


Unrealized


Fair


UnrealizedValue


Loss


Value


Loss


Value


Loss(In millions, except number of securities)U.S. corporate securities

$
4,700


$
771


$
5,884


$
1,788


$
10,584


$
2,559Residential mortgage-backed securities


361



80



1,839



781



2,200



861U.S. Treasury, agency and government guaranteed securities


795



23











795



23Foreign corporate securities


2,302



320



1,841



806



4,143



1,126Commercial mortgage-backed securities


701



102



1,425



556



2,126



658Asset-backed securities


713



81



791



557



1,504



638State and political subdivision securities


354



58



292



109



646



167Foreign government securities


203



16



28



15



231



31Total fixed maturity securities

$
10,129


$
1,451


$
12,100


$
4,612


$
22,229


$
6,063Equity securities

$
79


$
68


$
158


$
186


$
237


$
254Total number of securities in an unrealized loss position


2,823







1,673   19




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  December 31, 2008Equal to or GreaterLess than 12 Months


than 12 Months


TotalEstimated


Gross


Estimated


Gross


Estimated


GrossFair


Unrealized


Fair


Unrealized


Fair


UnrealizedValue


Loss


Value


Loss


Value


Loss(In millions, except number of securities)U.S. corporate securities

$
6,302


$
1,001


$
4,823


$
1,334


$
11,125


$
2,335Residential mortgage-backed securities


1,740



501



934



431



2,674



932U.S. Treasury, agency and government guaranteed securities


34















34



Foreign corporate securities


2,684



517



1,530



619



4,214



1,136Commercial mortgage-backed securities


1,485



289



679



376



2,164



665Asset-backed securities


961



221



699



482



1,660



703State and political subdivision securities


348



91



220



134



568



225Foreign government securities


229



21



20



12



249



33Total fixed maturity securities

$
13,783


$
2,641


$
8,905


$
3,388


$
22,688


$
6,029Equity securities

$
124


$
59


$
191


$
142


$
315


$
201Total number of securities in an unrealized loss position


2,634







1,340   Aging
    of Gross Unrealized Loss for Fixed Maturity and Equity
    Securities Available-for-Sale
    March 31, 2009Cost or


Gross


Number ofAmortized Cost


Unrealized Loss


SecuritiesLess than


20% or


Less than


20% or


Less than


20% or20%


more


20%


more


20%


more(In millions, except number of securities)Fixed Maturity Securities:Less than six months

$
5,255


$
7,563


$
270


$
2,593



1,242



618Six months or greater but less than nine months


1,751



2,551



156



1,194



225



237Nine months or greater but less than twelve months


2,266



488



169



272



300



429Twelve months or greater


7,506



912



815



594



842



108Total

$
16,778


$
11,514


$
1,410


$
4,653Equity Securities:Less than six months

$
13


$
174


$
1


$
88



219



288Six months or greater but less than nine months


2



172







104



5



13Nine months or greater but less than twelve months






54







34



1



5Twelve months or greater


16



60



1



26



8



5Total

$
31


$
460


$
2


$
252  20




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  December 31, 2008Cost or


Gross


Number ofAmortized Cost


Unrealized Loss


SecuritiesLess than


20% or


Less than


20% or


Less than


20% or20%


more


20%


more


20%


more(In millions, except number of securities)Fixed Maturity Securities:Less than six months

$
5,444


$
9,799


$
392


$
3,547



1,314



1,089Six months or greater but less than nine months


2,737



542



213



271



349



54Nine months or greater but less than twelve months


3,554



810



392



470



342



95Twelve months or greater


5,639



192



614



130



642



28Total

$
17,374


$
11,343


$
1,611


$
4,418Equity Securities:Less than six months

$
23


$
298


$
3


$
130



13



50Six months or greater but less than nine months


18



53



3



20



2



5Nine months or greater but less than twelve months






102







43







9Twelve months or greater


22







2







6



Total

$
63


$
453


$
8


$
193   security-by-security
     21




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
               22




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
         23




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    March 31, 2009


December 31, 2008Sector:U.S. corporate securities


41
%


37
%Foreign corporate securities


18



18Residential mortgage-backed securities


14



15Asset-backed securities


10



11Commercial mortgage-backed securities


10



11State and political subdivision securities


3



4Other


4



4Total


100
%


100
%Industry:Finance


31
%


25
%Mortgage-backed


24



26Asset-backed


10



11Consumer


9



10Utility


7



9Communications


6



7Industrial


3



4Foreign government


1



1Other


9



7Total


100
%


100
%
  24




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  Net
    Investment Gains (Losses)
    Three Months EndedMarch 31,2009


2008(In millions)Fixed maturity securities

$
(161
)

$
(50
)Equity securities


(58
)


(9
)Mortgage and consumer loans


(14
)


(23
)Real estate and real estate joint ventures


(11
)


(2
)Other limited partnership interests


(50
)


(2
)Freestanding derivatives


(178
)


56Embedded derivatives


(184
)


139Other


56



(154
)Net investment gains (losses)

$
(600
)

$
(45
)       Fixed Maturity Securities


Equity Securities


TotalThree Months Ended March 31,2009


2008


2009


2008


2009


2008(In millions)Proceeds

$
3,258


$
2,586


$
8


$
8


$
3,266


$
2,594Gross investment gains


47



27



1







48



27Gross investment losses


(87
)


(67
)


(1
)


(2
)


(88
)


(69
)WritedownsCredit-related


(117
)


(10
)


(32
)






(149
)


(10
)Other than credit-related (1)


(4
)






(26
)


(7
)


(30
)


(7
)Total writedowns


(121
)


(10
)


(58
)


(7
)


(179
)


(17
)Net investment gains (losses)

$
(161
)

$
(50
)

$
(58
)

$
(9
)

$
(219
)

$
(59
)     (1)
    
    Other than credit-related writedowns include items such as
    equity securities and non-redeemable preferred securities
    classified within fixed maturity securities where the primary
    reason for the writedown was the severity and/or the duration of
    an unrealized loss position and fixed maturity securities where
    an interest-rate related writedown was taken.   25




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
        Three Months EndedMarch 31,2009


2008(In millions)Communications

$
40


$
Asset-backed


23



2Finance


20



8Industrial


18



Consumer


14



Utility


4



Mortgage-backed


2



Total

$
121


$
10
    26




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  Net
    Investment Income
    Three Months EndedMarch 31,2009


2008(In millions)Fixed maturity securities

$
511


$
651Equity securities


7



12Trading securities (1)


(9
)


Mortgage and consumer loans


59



67Policy loans


21



16Real estate and real estate joint ventures (2)


(46
)


7Other limited partnership interests (3)


(81
)


(3
)Cash, cash equivalents and short-term investments


7



20International joint ventures


(1
)


(1
)Other


(1
)


(1
)Total investment income


467



768Less: Investment expenses


27



106Net investment income

$
440


$
662     (1)
    
    Net investment income from trading securities includes interest
    and dividends earned on trading securities in addition to the
    net realized and unrealized gains (losses) recognized on trading
    securities. During the three months ended March 31, 2009,
    unrealized losses recognized on trading securities, due to the
    volatility in the equity and credit markets, were in excess of
    interest and dividends earned and net realized gains (losses) on
    securities sold.(2)
    
    Net investment income from real estate joint ventures within the
    real estate and real estate joint ventures caption represents
    distributions for investments accounted for under the cost
    method and equity in earnings for investments accounted for
    under the equity method. Overall for the three months ended
    March 31, 2009, the net amount recognized was a loss of
    $46 million resulting primarily from declining property
    valuations on real estate held by certain real estate investment
    funds that carry their real estate at fair value and operating
    losses incurred on real estate properties that were developed
    for sale by real estate development joint ventures, in excess of
    earnings from wholly owned real estate. The commercial real
    estate properties underlying real estate investment funds have
    experienced lower occupancy rates which has led to declining
    property valuations, while the real estate development joint
    ventures have experienced fewer property sales due to declining
    real estate market fundamentals and decreased availability of
    real estate lending to finance transactions.(3)
    
    Net investment income from other limited partnership interests,
    including hedge funds, represents distributions from other
    limited partnership interests accounted for under the cost
    method and equity in earnings from other limited partnership
    interests accounted for under the equity method. Overall for the
    three months ended March 31, 2009, the net amount
    recognized was a loss of $81 million resulting principally
    from losses on equity method investments. Such earnings and
    losses recognized for other limited partnership interests are
    impacted by volatility in the equity and credit markets. 27




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
     Securities
    Lending
      Assets
    on Deposit and Pledged as Collateral
    March 31, 2009


December 31, 2008(In millions)Assets on deposit:Regulatory agencies (1)

$
23


$
23Assets pledged as collateral:Debt and funding agreements  FHLB of Boston (2)


939



1,284Derivative transactions (3)


69



66Total assets on deposit and pledged as collateral

$
1,031


$
1,373     (1)
    
    The Company had investment assets on deposit with regulatory
    agencies consisting primarily of fixed maturity and equity
    securities.(2)
    
    The Company has pledged fixed maturity securities in support of
    its debt and funding agreements with the Federal Home Loan Bank
    of Boston (FHLB of Boston). The nature of these
    Federal Home Loan Bank arrangements is described in Note 6
    of the Notes to the Consolidated Financial Statements included
    in the 2008 Annual Report. 28




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   (3)
    
    Certain of the Companys invested assets are pledged as
    collateral for various derivative transactions as described in
    Note 3.    Trading
    Securities
        Variable
    Interest Entities
    March 31, 2009


December 31, 2008Maximum





MaximumCarrying


Exposure to


Carrying


Exposure toAmount (1)


Loss (2)


Amount (1)


Loss (2)(In millions)Fixed maturity securities available-for-sale: (3)U.S. corporate securities

$
127


$
127


$
182


$
182Foreign corporate securities


122



122



152



152Real estate joint ventures (4)


42



42



41



41Other limited partnership interests (4)


538



740



672



1,060Total

$
829


$
1,031


$
1,047


$
1,435     (1)
    
    See Note 1 of the Notes to the Consolidated Financial
    Statements included in the 2008 Annual Report for further
    discussion of the Companys accounting policies with
    respect to the basis for determining carrying value of these
    investments.(2)
    
    The maximum exposure to loss relating to the fixed maturity
    securities available-for-sale is equal to the carrying amounts
    or carrying amounts of retained interests. The maximum exposure
    to loss relating to real estate joint ventures and other limited
    partnership interests is equal to the carrying amounts plus any
    unfunded commitments. Such a maximum loss would be expected to
    occur only upon bankruptcy of the issuer or investee.(3)
    
    These assets are reflected at estimated fair value within fixed
    maturity securities available-for-sale. 29




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   (4)
    
    Real estate joint ventures include partnerships and other
    ventures which engage in the acquisition, development,
    management and disposal of real estate investments. Other
    limited partnership interests include partnerships established
    for the purpose of investing in public and private debt and
    equity securities.    Related
    Party Investment Transactions
      Three Months EndedMarch 31,2009


2008(In millions)Estimated fair value of assets transferred to affiliates

$



$
Amortized cost of assets transferred to affiliates

$



$
Net investment gains (losses) recognized on transfers

$



$
Estimated fair value of assets transferred from affiliates

$
143


$
230   3.
    Derivative
    Financial Instruments  Accounting
    for Derivative Financial Instruments
     30




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
      Offsetting of Amounts
    Related to Certain Contracts
     31




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
             32




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
       33




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  Primary
    Risks Managed by Derivative Financial Instruments and Non
    Derivative Financial Instruments
    March 31, 2009


December 31, 2008Current Market





Current MarketPrimary Underlying



Notional


or Fair Value (1)


Notional


or Fair Value (1)Risk Exposure

Derivative Type

Amount


Assets


Liabilities


Amount


Assets


Liabilities(In millions)Interest rate

Interest rate swaps

$
5,152


$
656


$
233


$
7,074


$
736


$
347Interest rate floors


9,486



201



75



12,071



494



Interest rate caps


4,006



8







3,513



1



Interest rate futures


710



2







1,064



4



11Foreign currency

Foreign currency swaps


3,417



565



202



3,771



699



219Foreign currency forwards


93







4



92







9Credit

Swap spreadlocks


208







11



208







8Credit default swaps


806



42



9



648



19



8Equity market

Equity futures


418







6



370







5Equity options


813



282







813



248



Variance swaps


1,081



54



2



1,081



57



Total

$
26,190


$
1,810


$
542


$
30,705


$
2,258


$
607     (1)
    
    The estimated fair value of all derivatives in an asset position
    is reported within other invested assets in the consolidated
    balance sheets and the estimated fair value of all derivatives
    in a liability position is reported within other liabilities in
    the consolidated balance sheets.       34




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
                 35




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
          Hedging
    March 31, 2009


December 31, 2008Notional


Fair Value


Notional


Fair ValueDerivatives Designated as Hedging Instruments

Amount


Assets


Liabilities


Amount


Assets


Liabilities(In millions)Fair Value Hedges:Foreign currency swaps

$
1,246


$
312


$
135


$
707


$
68


$
133Interest rate swaps


227



17



4



138







28Subtotal


1,473



329



139



845



68



161Cash Flow Hedges:Foreign currency swaps


132



24







486



91



Subtotal


132



24







486



91



Total qualifying hedges

$
1,605


$
353


$
139


$
1,331


$
159


$
161  36




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    March 31, 2009


December 31, 2008Notional


Fair Value


Notional


Fair ValueDerivatives Not Designated or Not Qualifying as Hedging
    Instruments

Amount


Assets


Liabilities


Amount


Assets


Liabilities(In millions)Interest rate swaps

$
4,925


$
639


$
229


$
6,936


$
736


$
319Interest rate floors


9,486



201



75



12,071



494



Interest rate caps


4,006



8







3,513



1



Interest rate futures


710



2







1,064



4



11Foreign currency swaps


2,039



229



67



2,578



540



86Foreign currency forwards


93







4



92







9Swaps spreadlocks


208







11



208







8Credit default swaps


806



42



9



648



19



8Equity futures


418







6



370







5Equity options


813



282







813



248



Variance swaps


1,081



54



2



1,081



57



Total non-designated or non-qualifying derivatives

$
24,585


$
1,457


$
403


$
29,374


$
2,099


$
446     Three Months EndedMarch 31,2009


2008(In millions)Qualifying hedges:Net investment income

$
(1
)

$
Interest credited to policyholder account balances


8



1Non-qualifying hedges:Net investment gains (losses)


2



19Total

$
9


$
20   Fair
    Value Hedges
   37




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    IneffectivenessHedge Items in Fair Value

Net Investment Gains


Net Investment Gains


Recognized in NetDerivatives in Fair Value

Hedging

(Losses) Recognized


(Losses) Recognized


Investment GainsHedging Relationships

Relationships

for Derivatives


for Hedged Items


(Losses)(In millions)For the Three Months Ended March 31, 2009:Interest rate swaps:

Fixed maturity securities

$
5


$
(5
)

$
Policyholder account balances (1)


(3
)


2



(1
)Foreign currency swaps:

Foreign-denominated
    policyholder account balances (2)






1



1Total

$
2


$
(2
)

$
For the Three Months Ended March 31, 2008:Total

$
22


$
(21
)

$
1     (1)
    
    Fixed rate liabilities(2)
    
    Fixed rate or floating rate liabilities    Cash
    Flow Hedges
        Three Months Ended March 31,2009


2008(In millions)Other comprehensive income (loss), beginning of period

$
20


$
(13
)Gains (losses) deferred in other comprehensive loss on the
    effective portion of cash flow hedges


(43
)


34Amounts reclassified to net investment gains (losses)


40



(40
)Other comprehensive income (loss), end of period

$
17


$
(19
)  38




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
      Amount of Gains


Amount and Location of(Losses) Deferred


Gains (Losses)in Accumulated


Reclassified fromOther Comprehensive


Accumulated OtherIncome (Loss) on


Comprehensive IncomeDerivatives in Cash Flow Hedging Relationships

Derivatives


(Loss) into IncomeNet InvestmentGains (Losses)(In millions)For the Three Months Ended March 31, 2009:Foreign currency swaps

$
(43
)

$
(40
)For the Three Months Ended March 31, 2008:Foreign currency swaps

$
34


$
40     Non-Qualifying
    Derivatives and Derivatives for Purposes Other Than
    Hedging
   39




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    Net InvestmentGains (Losses)(In millions)For the Three Months Ended March 31, 2009:Interest rate swaps

$
(39
)Interest rate floors


(184
)Interest rate caps


(3
)Interest rate futures


1Equity futures


25Foreign currency swaps


(51
)Foreign currency forwards


4Equity options


32Variance swaps


(6
)Swap spreadlocks


(4
)Credit default swaps


20Total

$
(205
)For the Three Months Ended March 31, 2008:

$
35   Credit
    Derivatives
   40




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    March 31, 2009


December 31, 2008Maximum








MaximumAmount of








Amount ofEstimated


Future





Estimated


Future


WeightedFair Value of


Payments under


Weighted


Fair Value of


Payments under


AverageRating Agency Designation of Referenced

Credit Default


Credit Default


Average Years


Credit Default


Credit Default


Years toCredit Obligation (1)

Swaps


Swaps (2)


to Maturity (3)


Swaps


Swaps (2)


Maturity (3)(In millions)Aaa/Aa/ASingle name credit default swaps (corporate)

$



$
25



4.8


$



$
25



5.0Credit default swaps referencing indices


(4
)


222



3.8



(2
)


222



4.0Subtotal


(4
)


247



3.9



(2
)


247



4.1BaaSingle name credit default swaps (corporate)


1



10



4.8







10



5.0Credit default swaps referencing indices






















Subtotal


1



10



4.8







10



5.0BaSingle name credit default swaps (corporate)














(1
)


20



0.7Credit default swaps referencing indices






















Subtotal














(1
)


20



0.7BSingle name credit default swaps (corporate)






20



0.5











Credit default swaps referencing indices






















Subtotal






20



0.5











Caa and lowerSingle name credit default swaps (corporate)






















Credit default swaps referencing indices






















Subtotal






















In or near defaultSingle name credit default swaps (corporate)






















Credit default swaps referencing indices






















Subtotal






















Total

$
(3
)

$
277



3.7


$
(3
)

$
277



3.9     (1)
    
    The rating agency designations are based on availability and the
    midpoint of the applicable ratings among Moodys, S&P,
    and Fitch. If no rating is available from a rating agency, then
    the MetLife rating is used.(2)
    
    Assumes the value of the referenced credit obligations is zero.(3)
    
    The weighted average years to maturity of the credit default
    swaps is calculated based on weighted average notional amounts. 41




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   Credit
    Risk on Freestanding Derivatives
        and/or
 42




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    Fair Value (1) of Derivatives inNet Liability Position







Fair Value of Incremental CollateralMarch 31, 2009

Fair Value of Collateral Provided


Provided Upon:March 31, 2009





Downgrade in the Companys CreditIncluded in


One Notch


Rating to a Level that Triggers FullFixed Maturity


Premiums and Other


Downgrade in the


Overnight Collateralization orSecurities (2)


Receivables


Companys Credit Rating


Termination of the Derivative Position(In millions)$9

$



$



$



$
9     (1)
    
    After taking into consideration the existence of netting
    agreements.(2)
    
    Included in fixed maturity securities in the consolidated
    balance sheet. The counterparties are permitted by contract to
    sell or repledge this collateral. At March 31, 2009, the
    Company did not provide any cash collateral.        Embedded
    Derivatives
   43




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    March 31, 2009


December 31, 2008(In millions)Net embedded derivatives within asset host contracts:Ceded guaranteed minimum benefit riders

$
1,594


$
2,062Call options in equity securities


(2
)


(36
)Net embedded derivatives within asset host contracts

$
1,592


$
2,026Net embedded derivatives within liability host contracts:Direct guaranteed minimum benefit riders

$
1,156


$
1,432Other


(46
)


(27
)Net embedded derivatives within liability host contracts

$
1,110


$
1,405     Three Months Ended March 31,2009


2008(In millions)Net investment gains (losses) (1)

$
(184
)

$
139     (1)
    
    Effective January 1, 2008, upon adoption of SFAS 157, the
    valuation of the Companys guaranteed minimum benefit
    riders includes an adjustment for the Companys own credit.
    Included in net investment gains (losses) for the three months
    ended March 31, 2009 and 2008 were gains of
    $229 million and $99 million respectively, in
    connection with this adjustment.  4.
    Deferred
    Policy Acquisition Costs and Value of Business
    Acquired    DAC


VOBA


Total(In millions)Balance, beginning of period

$
2,779


$
2,661


$
5,440Capitalizations


227







227Subtotal


3,006



2,661



5,667Less: Amortization related to:Net investment gains (losses)


(126
)


(18
)


(144
)Other expenses


122



98



220Total amortization


(4
)


80



76Less: Unrealized investment gains (losses)


(91
)


11



(80
)Balance, end of period

$
3,101


$
2,570


$
5,671    44




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
      DAC


VOBA


TotalMarch 31, 2009


December 31, 2008


March 31, 2009


December 31, 2008


March 31, 2009


December 31, 2008(In millions)Individual:Traditional life

$
194


$
172


$
51


$
52


$
245


$
224Variable & universal life


1,275



1,179



831



851



2,106



2,030Annuities


1,615



1,416



1,686



1,755



3,301



3,171Subtotal


3,084



2,767



2,568



2,658



5,652



5,425Institutional:Group life


5



5



1



2



6



7Retirement & savings










1



1



1



1Subtotal


5



5



2



3



7



8Corporate & Other


12



7











12



7Total

$
3,101


$
2,779


$
2,570


$
2,661


$
5,671


$
5,440   5.
    Goodwill    March 31, 2009


December 31, 2008(In millions)Individual:Traditional life

$
12


$
12Variable & universal life


1



1Annuities


218



218Other


5



5Subtotal


236



236Institutional:Group life


3



3Retirement & savings


304



304Non-medical health & other


5



5Subtotal


312



312Corporate & Other (1)


405



405Total

$
953


$
953  45




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    (1)
    
    The allocation of the goodwill to the reporting units was
    performed at the time of the respective acquisition. The
    $405 million of goodwill within Corporate & Other
    represents the excess of the amounts MetLife paid to acquire
    subsidiaries and other businesses over the estimated fair value
    of their net assets at the date of acquisition. For purposes of
    goodwill impairment testing at March 31, 2009 and
    December 31, 2008, the $405 million of
    Corporate & Other goodwill has been attributed to the
    Individual and Institutional segment reporting units. The
    Individual segment was attributed $210 million (traditional
    life  $23 million, variable &
    universal life  $11 million and
    annuities  $176 million), and the Institutional
    segment was attributed $195 million (group life 
    $2 million, retirement & savings 
    $186 million, and non-medical health &
    other  $7 million) at both March 31, 2009
    and December 31, 2008.             46




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  6.
    Insurance  Insurance
    Liabilities
    Future Policy Benefits


Policyholder Account Balances


Other Policyholder FundsMarch 31, 2009


December 31, 2008


March 31, 2009


December 31, 2008


March 31, 2009


December 31, 2008(In millions)InstitutionalGroup life

$
204


$
208


$
1,049


$
1,045


$
4


$
5Retirement & savings


12,050



12,042



9,327



11,511



3



Non-medical health & other


292



294











2



2IndividualTraditional Life


964



944











69



55Variable & universal life


759



678



5,549



5,456



1,827



1,791Annuities


1,365



1,215



21,138



18,905



26



30Other










83



72







Corporate & Other (1)


4,861



4,832



265



186



206



202Total

$
20,495


$
20,213


$
37,411


$
37,175


$
2,137


$
2,085     (1)
    
    Corporate & Other includes intersegment eliminations.    Guarantees
     47




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    March 31, 2009


December 31, 2008In the


At


In the


AtEvent of Death


Annuitization


Event of Death


Annuitization(In millions)Annuity Contracts (1)Return of Net DepositsSeparate account value

$
9,877



N/A


$
9,721



N/ANet amount at risk (2)

$
3,346
(3)


N/A


$
2,813
(3)


N/AAverage attained age of contractholders


63 years



N/A



62 years



N/AAnniversary Contract Value or Minimum ReturnSeparate account value

$
26,302


$
13,538


$
27,572


$
13,217Net amount at risk (2)

$
11,028
(3)

$
7,297
(4)

$
9,876
(3)

$
6,323
(4)Average attained age of contractholders


58 years



62 years



58 years



61 years   March 31, 2009


December 31, 2008Secondary Guarantees


Secondary Guarantees(In millions)Universal and Variable Life Contracts (1)Account value (general and separate account)

$
3,005


$
2,917Net amount at risk (2)

$
44,759
(3)

$
43,237
(3)Average attained age of policyholders


57 years



58 years     (1)
    
    The Companys annuity and life contracts with guarantees
    may offer more than one type of guarantee in each contract.
    Therefore, the amounts listed above may not be mutually
    exclusive.(2)
    
    The net amount at risk is based on the direct amount at risk
    (excluding reinsurance).(3)
    
    The net amount at risk for guarantees of amounts in the event of
    death is defined as the current guaranteed minimum death benefit
    in excess of the current account balance at the balance sheet
    date.(4)
    
    The net amount at risk for guarantees of amounts at
    annuitization is defined as the present value of the minimum
    guaranteed annuity payments available to the contractholder
    determined in accordance with the terms of the contract in
    excess of the current account balance. 48




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    Universal andAnnuity Contracts


Variable LifeGuaranteed


Guaranteed


ContractsDeath


Annuitization


SecondaryBenefits


Benefits


Guarantees


Total(In millions)Direct:Balance, beginning of period

$
98


$
221


$
108


$
427Incurred guaranteed benefits


38



71



18



127Paid guaranteed benefits


(16
)










(16
)Balance, end of period

$
120


$
292


$
126


$
538Ceded:Balance, beginning of period

$
86


$
72


$



$
158Incurred guaranteed benefits


28



30







58Paid guaranteed benefits


(8
)










(8
)Balance, end of period

$
106


$
102


$



$
208Net:Balance, beginning of period

$
12


$
149


$
108


$
269Incurred guaranteed benefits


10



41



18



69Paid guaranteed benefits


(8
)










(8
)Balance, end of period

$
14


$
190


$
126


$
330     March 31, 2009


December 31, 2008(In millions)Mutual Fund Groupings:Equity

$
18,494


$
21,738Balanced


8,098



6,971Bond


2,441



2,280Money Market


1,796



1,715Specialty


507



228Total

$
31,336


$
32,932   7.
    Contingencies,
    Commitments and Guarantees  Contingencies
  Litigation
  and/or
 49




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
          Travelers Ins. Co., et al. v. Banc of America Securities
    LLC (S.D.N.Y., filed December 13, 2001).
    and/or
 50




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  and/or
  Commitments
  Commitments
    to Fund Partnership Investments
    Mortgage
    Loan Commitments
    Commitments
    to Fund Bank Credit Facilities and Private Corporate Bond
    Investments
    Other
    Commitments
    Guarantees
   51




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
        8.
    Other
    Expenses    Three Months EndedMarch 31,2009


2008(In millions)Compensation

$
31


$
28Commissions


200



170Interest and debt issue costs


20



11Amortization of DAC and VOBA


76



287Capitalization of DAC


(227
)


(177
)Rent, net of sublease income


1



1Insurance tax


10



10Other


147



127Total other expenses

$
258


$
457     9.
    Business
    Segment Information    start-up
 52




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
      Corporate &For the Three Months Ended March 31, 2009:

Individual


Institutional


Other


Total(In millions)Statement of Income:RevenuesPremiums

$
99


$
85


$



$
184Universal life and investment-type product policy fees


278



5



1



284Net investment income


238



247



(45
)


440Other revenues


67



2







69Net investment gains (losses)


(381
)


(250
)


31



(600
)Total revenues


301



89



(13
)


377ExpensesPolicyholder benefits and claims


215



212







427Interest credited to policyholder account balances


240



67



(7
)


300Other expenses


219



11



28



258Total expenses


674



290



21



985Loss from continuing operations before income tax benefit


(373
)


(201
)


(34
)


(608
)Income tax benefit


(131
)


(71
)


(24
)


(226
)Net loss

$
(242
)

$
(130
)

$
(10
)

$
(382
)   53




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  Corporate &For the Three Months Ended March 31, 2008, As
    Restated:

Individual


Institutional


Other


Total(In millions)Statement of Income:RevenuesPremiums

$
55


$
88


$
6


$
149Universal life and investment-type product policy fees


335



11







346Net investment income


279



363



20



662Other revenues


56











56Net investment gains (losses)


135



(203
)


23



(45
)Total revenues


860



259



49



1,168ExpensesPolicyholder benefits and claims


123



194



8



325Interest credited to policyholder account balances


178



130







308Other expenses


431



14



12



457Total expenses


732



338



20



1,090Income from continuing operations before provision for income tax


128



(79
)


29



78Provision for income tax expense (benefit)


43



(27
)


(9
)


7Net income (loss)

$
85


$
(52
)

$
38


$
71     March 31, 2009


December 31, 2008(In millions)Individual

$
69,728


$
69,335Institutional


26,590



29,224Corporate & Other


12,016



13,465Total

$
108,334


$
112,024      54




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  10.
    Fair
    Value  Assets
    and Liabilities Measured at Fair Value
    March 31, 2009Fair Value Measurements at Reporting Date UsingQuoted Prices inActive Markets for





SignificantIdentical Assets


Significant Other


Unobservable


Totaland Liabilities


Observable Inputs


Inputs


Estimated(Level 1)


(Level 2)


(Level 3)


Fair Value(In millions)AssetsFixed maturity securities:U.S. corporate securities

$



$
11,207


$
1,537


$
12,744Residential mortgage-backed securities






6,231



48



6,279U.S. Treasury, agency and government guaranteed securities


2,353



2,941



33



5,327Foreign corporate securities






4,360



759



5,119Commercial mortgage-backed securities






2,192



99



2,291Asset-backed securities






1,359



473



1,832State and political subdivision securities






756



27



783Foreign government securities






388



15



403Total fixed maturity securities


2,353



29,434



2,991



34,778Equity securities:Common stock


42



76



8



126Non-redeemable preferred stock






30



216



246Total equity securities


42



106



224



372Trading securities


258



6







264Short-term investments (1)


1,837



831



1



2,669Derivative assets (2)


2



1,463



345



1,810Net embedded derivatives within asset host contracts (3)










1,594



1,594Separate account assets (4)


33,762



163



142



34,067Total assets

$
38,254


$
32,003


$
5,297


$
75,554LiabilitiesDerivative liabilities (2)

$
6


$
519


$
17


$
542Net embedded derivatives within liability host contracts (3)










1,110



1,110Total liabilities

$
6


$
519


$
1,127


$
1,652   55




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  December 31, 2008Fair Value Measurements at Reporting Date UsingQuoted Prices inActive Markets for





SignificantIdentical Assets


Significant Other


Unobservable


Totaland Liabilities


Observable Inputs


Inputs


Estimated(Level 1)


(Level 2)


(Level 3)


Fair Value(In millions)AssetsFixed maturity securities:U.S. corporate securities

$



$
11,830


$
1,401


$
13,231Residential mortgage-backed securities






7,031



62



7,093Foreign corporate securities






4,136



926



5,062U.S. Treasury, agency and government guaranteed securities


2,107



2,190



36



4,333Commercial mortgage-backed securities






2,158



116



2,274Asset-backed securities






1,169



558



1,727State and political subdivision securities






633



24



657Foreign government securities






459



10



469Total fixed maturity securities


2,107



29,606



3,133



34,846Equity securities:Common stock


40



70



8



118Non-redeemable preferred stock






38



318



356Total equity securities


40



108



326



474Trading securities


176



6



50



232Short-term investments (1)


1,171



1,952







3,123Derivative assets (2)


4



1,928



326



2,258Net embedded derivatives within asset host contracts (3)










2,062



2,062Separate account assets (4)


35,567



166



159



35,892Total assets

$
39,065


$
33,766


$
6,056


$
78,887LiabilitiesDerivative liabilities (2)

$
16


$
574


$
17


$
607Net embedded derivatives within liability host contracts (3)










1,405



1,405Total liabilities

$
16


$
574


$
1,422


$
2,012     (1)
    
    Short-term investments as presented in the tables above differ
    from the amounts presented in the consolidated balance sheets
    because certain short-term investments are not measured at
    estimated fair value (e.g. time deposits, money market funds,
    etc.).(2)
    
    Derivative assets are presented within other invested assets and
    derivative liabilities are presented within other liabilities.
    The amounts are presented gross in the tables above to reflect
    the presentation in the consolidated balance sheet, but are
    presented net for purposes of the rollforward in the following
    tables. 56




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   (3)
    
    Net embedded derivatives within asset host contracts are
    presented within premiums and other receivables. Net embedded
    derivatives within liability host contracts are presented within
    policyholder account balances. At March 31, 2009 and
    December 31, 2008, equity securities also include embedded
    derivatives of ($2) million and ($36) million,
    respectively.(4)
    
    Separate account assets are measured at estimated fair value.
    Investment performance related to separate account assets is
    fully offset by corresponding amounts credited to
    contractholders whose liability is reflected within separate
    account liabilities. Separate account liabilities are set equal
    to the estimated fair value of separate account assets as
    prescribed by Statement of Position
    03-1,
    Accounting and Reporting by Insurance Enterprises for Certain
    Nontraditional Long-Duration Contracts and for Separate
    Accounts.    Level 1
    This category includes certain U.S. Treasury, agency and
    government guaranteed fixed maturity securities, exchange-traded
    common stock, trading securities and certain short-term money
    market securities. As it relates to derivatives, this level
    includes financial futures including exchange-traded equity and
    interest rate futures. Separate account assets classified within
    this level principally include mutual funds. Also included are
    assets held within separate accounts which are similar in nature
    to those classified in this level for the general account.Level 2
    This category includes fixed maturity and equity securities
    priced principally by independent pricing services using
    observable inputs. Fixed maturity securities include most U.S.
    Treasury, agency and government guaranteed securities as well as
    the majority of U.S. and foreign corporate securities,
    residential mortgage-backed securities, commercial
    mortgage-backed securities, state and political subdivision
    securities, foreign government securities, and asset-backed
    securities. Equity securities classified as Level 2
    securities consist principally of non-redeemable preferred stock
    and certain equity securities where market quotes are available
    but are not considered actively traded. Short-term investments
    and trading securities included within Level 2 are of a
    similar nature to these fixed maturity and equity securities. As
    it relates to derivatives, this level includes all types of
    derivative instruments utilized by the Company with the
    exception of exchange-traded futures included within
    Level 1 and those derivative instruments with unobservable
    inputs as described in Level 3. Separate account assets
    classified within this level are generally similar to those
    classified within this level for the general account.Level 3
    This category includes fixed maturity securities priced
    principally through independent broker quotations or market
    standard valuation methodologies using inputs that are not
    market observable or cannot be derived principally from or
    corroborated by observable market data. This level primarily
    consists of less liquid fixed maturity securities with very
    limited trading activity or where less price transparency exists
    around the inputs to the valuation methodologies including: U.S.
    and foreign corporate securities  including below
    investment grade private placements; commercial mortgage-backed
    securities; and asset backed securities  including
    all of those supported by sub-prime mortgage loans. Equity
    securities classified as Level 3 securities consist principally
    of common stock of privately held companies and non-redeemable
    preferred stock where there has been very limited trading
    activity or where less price transparency exists around the
    inputs to the valuation. Trading securities and short-term
    investments included within Level 3 are of a similar nature
    to these fixed maturity and equity securities. As it relates to
    derivatives this category includes: swap spread locks with
    maturities which extend beyond observable periods; equity
    variance swaps with unobservable volatility inputs or that are
    priced via independent broker quotations; interest rate swaps
    with maturities which extend beyond the observable portion of
    the 57




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MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  yield curve; credit default swaps based upon baskets of credits
    having unobservable credit correlations; equity options with
    unobservable volatility inputs; implied volatility swaps with
    unobservable volatility inputs; and interest rate caps
    referencing unobservable yield curves
    and/or which
    include liquidity and volatility adjustments. Separate account
    assets classified within this level are generally similar to
    those classified within this level for the general account;
    however, they also include other limited partnership interests.
    Embedded derivatives classified within this level include
    embedded derivatives associated with certain variable annuity
    riders and embedded derivatives related to funds withheld on
    ceded reinsurance.    Fair Value Measurements Using Significant Unobservable Inputs
    (Level 3)Total Realized/UnrealizedGains (Losses) included in:


Purchases,Balance,


Impact of


Balance,





Other


Sales,


Transfer In


Balance,December 31,


SFAS 157


Beginning





Comprehensive


Issuances and


and/or Out


End2007


Adoption (1)


of Period


Earnings (2, 3)


Income (Loss)


Settlements (4)


of Level 3 (5)


of Period(In millions)For the three months ended March 31, 2009:Fixed maturity securities









$
3,133


$
(61
)

$
(225
)

$
(127
)

$
271


$
2,991Equity securities










326



(51
)


(50
)


(1
)






224Trading securities










50











(50
)






Short-term investments






















1







1Net derivatives (6)










309



17







2







328Separate account assets (7)










159



(15
)






(3
)


1



142Net embedded derivatives (8)










657



(217
)






44







484For the three months ended March 31, 2008:Fixed maturity securities


4,602







4,602



(10
)


(246
)


56



(89
)


4,313Equity securities


556







556



(6
)


(45
)


3



(7
)


501Net derivatives (6)


108







108



58







(11
)






155Separate account assets (7)


183







183



(3
)






(6
)






174Net embedded derivatives (8)


125



92



217



47







7







271     (1)
    
    Impact of SFAS 157 adoption represents the amount
    recognized in earnings as a change in estimate upon the adoption
    of SFAS 157 associated with Level 3 financial
    instruments held at January 1, 2008. Such amount was offset
    by a reduction to DAC of $30 million resulting in a net
    impact of $62 million. This net impact of $62 million
    along with a $3 million reduction in the estimated fair
    value of Level 2 freestanding derivatives results in a
    total impact of adoption of SFAS 157 of $59 million.(2)
    
    Amortization of premium/discount is included within net
    investment income which is reported within the earnings caption
    of total gains (losses). Impairments are included within net
    investment gains (losses) which are reported within the earnings
    caption of total gains (losses). Lapses associated with embedded
    derivatives are included within the earnings caption of total
    gains (losses).(3)
    
    Interest and dividend accruals, as well as cash interest coupons
    and dividends received, are excluded from the rollforward.(4)
    
    The amount reported within purchases, sales, issuances and
    settlements is the purchase/issuance price (for purchases and
    issuances) and the sales/settlement proceeds (for sales and
    settlements) based upon the actual date purchased/issued or
    sold/settled. Items purchased/issued and sold/settled in the
    same period are excluded 58




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MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  from the rollforward. For embedded derivatives, attributed fees
    are included within this caption along with settlements, if any.(5)
    
    Total gains and losses (in earnings and other comprehensive
    income (loss)) are calculated assuming transfers in and/or out
    of Level 3 occurred at the beginning of the period. Items
    transferred in and/or out in the same period are excluded from
    the rollforward.(6)
    
    Freestanding derivative assets and liabilities are presented net
    for purposes of the rollforward.(7)
    
    Investment performance related to separate account assets is
    fully offset by corresponding amounts credited to
    contractholders whose liability is reflected within separate
    account liabilities.(8)
    
    Embedded derivative assets and liabilities are presented net for
    purposes of the rollforward.(9)
    
    Amounts presented do not reflect any associated hedging
    activities. Actual earnings associated with Level 3,
    inclusive of hedging activities, could differ materially.    Total Gains and LossesClassification of Realized/Unrealized Gains (Losses) included
    in EarningsNet


NetInvestment


InvestmentIncome


Gains (Losses)


Total(In millions)For the three months ended March 31, 2009:Fixed maturity securities

$
2


$
(63
)

$
(61
)Equity securities






(51
)


(51
)Net derivatives






17



17Net embedded derivatives






(217
)


(217
)For the three months ended March 31, 2008:Fixed maturity securities


1



(11
)


(10
)Equity securities






(6
)


(6
)Net derivatives






58



58Net embedded derivatives






47



47
  59




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    Changes in Unrealized Gains (Losses)Relating to Assets Held atMarch 31, 2009 and 2008Net


NetInvestment


InvestmentIncome


Gains (Losses)


Total(In millions)For the three months ended March 31, 2009:Fixed maturity securities

$
1


$
(59
)

$
(58
)Equity securities






(31
)


(31
)Net derivatives






17



17Net embedded derivatives






(220
)


(220
)For the three months ended March 31, 2008:Fixed maturity securities


1



(2
)


(1
)Equity securities






(6
)


(6
)Net derivatives






53



53Net embedded derivatives






45



45   Non-Recurring
    Fair Value Measurements
      11.
    Related
    Party Transactions  Service
    Agreements
   60




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
      Reinsurance
    Transactions
    Three Months EndedMarch 31,As Restated2009


2008(In millions)Assumed premiums

$
5


$
5Assumed fees, included in universal life and investment-type
    product policy fees

$
22


$
44Assumed benefits, included in policyholder benefits and claims

$
13


$
11Assumed benefits, included in interest credited to policyholder
    account balances

$
15


$
14Assumed acquisition costs, included in other expenses

$
11


$
22Ceded premiums (1)

$
39


$
25Ceded fees, included in universal life and investment-type
    product policy fees (1)

$
33


$
74Amortization of unearned revenue associated with experience
    refund, included in universal life and investment-type product
    policy fees

$
15


$
10Income from deposit contracts, included in other revenues

$
44


$
20Ceded benefits, included in policyholder benefits and claims (1)

$
115


$
35Ceded benefits, included in interest credited to policyholder
    account balances

$
8


$
4Interest costs on ceded reinsurance, included in other expenses

$
3


$
17     (1)
    
    In September 2008, MICCs parent, MetLife, Inc. completed a
    tax-free split-off of its majority owned subsidiary, Reinsurance
    Group of America, Incorporated (RGA). After the
    split-off, reinsurance transactions with RGA were no longer
    considered affiliated transactions. For purposes of comparison,
    the 2008 affiliated transactions with RGA have been removed from
    the presentation in the table above. Affiliated transactions
    with RGA for the three months ended March 31, 2008 include
    ceded premiums, ceded fees and ceded benefits of
    $3 million, $12 million and $17 million,
    respectively. 61




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
        62




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    March 31, 2009


December 31, 2008(In millions)Affiliated recoverables:Deposit recoverables

$
3,977


$
3,041Future policy benefit recoverables


2,948



3,296Claim recoverables


17



13All other recoverables


104



197Total

$
7,046


$
6,547     12.
    March 31,
    2008 Restatement      March 31, 2008As PreviouslyReported


As Restated(In millions)Balance Sheet:Assets:Deferred income tax assets

$
979


$
1,000Total assets

$
124,768


$
124,789Liabilities:Other policyholder funds

$
1,795


$
1,855Total liabilities

$
117,716


$
117,776Stockholders Equity:Retained earnings

$
1,002


$
963Total stockholders equity

$
7,052


$
7,013Total liabilities and stockholders equity

$
124,768


$
124,789  63




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
    (A Wholly-Owned Subsidiary of MetLife, Inc.)
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  For the Three Months EndedMarch 31, 2008As PreviouslyReported


As Restated(In millions)Income Statement:Premiums

$
155


$
149Universal life and investment-type product policy fees

$
400


$
346Total revenues

$
1,228


$
1,168Income from continuing operations before provision for income tax

$
138


$
78Provision for income tax

$
28


$
7Income from continuing operations

$
110


$
71Net income

$
110


$
71   For the Three Months EndedMarch 31, 2008As PreviouslyReported


As Restated(In millions)Statement of Cash Flows:Net income

$
110


$
71Universal life and investment-type product policy fees

$
(400
)

$
(346
)Change in insurance-related liabilities

$
115


$
185Change in income tax recoverable

$
29


$
8Net cash provided by operating activities

$
844


$
906Policyholder account balances:Deposits

$
1,964


$
1,900Net cash used in financing activities

$
(291
)

$
(355
)  64




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q. Form 10-K
    and/or
 65




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##### Table of Contents



Business
    Summary
    of Critical Accounting Estimates
    (i)
    the estimated fair value of investments in the absence of quoted
    market values;(ii)
    investment impairments;(iii)
    the recognition of income on certain investment entities;(iv)
    the application of the consolidation rules to certain
    investments;(v)
    the existence and estimated fair value of embedded derivatives
    requiring bifurcation;(vi)
    the estimated fair value of and accounting for derivatives;(vii)
    the capitalization and amortization of DAC and the establishment
    and amortization of VOBA;(viii)
    the measurement of goodwill and related impairment, if any;(ix)
    the liability for future policyholder benefits;(x)
    accounting for income taxes and the valuation of deferred income
    tax assets;(xi)
    accounting for reinsurance transactions; and(xii)
    the liability for litigation and regulatory matters.   66




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##### Table of Contents



Fair
    Value
    Level 1
    Unadjusted quoted prices in active markets for identical assets
    or liabilities. The Company defines active markets based on
    average trading volume for equity securities. The size of the
    bid/ask spread is used as an indicator of market activity for
    fixed maturity securities.Level 2
    Quoted prices in markets that are not active or inputs that are
    observable either directly or indirectly. Level 2 inputs
    include quoted prices for similar assets or liabilities other
    than quoted prices in Level 1; quoted prices in markets
    that are not active; or other inputs that are observable or can
    be derived principally from or corroborated by observable market
    data for substantially the full term of the assets or
    liabilities.Level 3
    Unobservable inputs that are supported by little or no market
    activity and are significant to the estimated fair value of the
    assets or liabilities. Unobservable inputs reflect the reporting
    entitys own assumptions about the assumptions that market
    participants would use in pricing the asset or liability.
    Level 3 assets and liabilities include financial
    instruments whose values are determined using pricing models,
    discounted cash flow methodologies, or similar techniques, as
    well as instruments for which the determination of estimated
    fair value requires significant management judgment or
    estimation.    Estimated
    Fair Values of Investments
   67




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Investment
    Impairments
  case-by-case
    (i)
    the length of time and the extent to which the estimated fair
    value has been below cost or amortized cost; 68




---



##### Table of Contents



(ii)
    the potential for impairments of securities when the issuer is
    experiencing significant financial difficulties;(iii)
    the potential for impairments in an entire industry sector or
    sub-sector;(iv)
    the potential for impairments in certain economically depressed
    geographic locations;(v)
    the potential for impairments of securities where the issuer,
    series of issuers or industry has suffered a catastrophic type
    of loss or has exhausted natural resources;(vi)
    the Companys ability and intent to hold the security for a
    period of time sufficient to allow for the recovery of its value
    to an amount equal to or greater than cost or amortized cost;(vii)
    unfavorable changes in forecasted cash flows on mortgage-backed
    and asset-backed securities; and(viii)
    other subjective factors, including concentrations and
    information obtained from regulators and rating agencies.      Recognition
    of Income on Certain Investment Entities
    Application
    of the Consolidation Rules to Certain Investments
  Consolidation of Variable Interest Entities  An
    Interpretation of Accounting Research Bulletin No. 51
   69




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Derivative
    Financial Instruments
           70




---



##### Table of Contents



Embedded
    Derivatives
               71




---



##### Table of Contents



Deferred
    Policy Acquisition Costs and Value of Business
    Acquired
         72




---



##### Table of Contents



Three Months EndedMarch 31, 2009(In millions)Investment return

$
3Separate account balances


(105
)Net investment gain (loss) related


144Expense


(4
)Total

$
38  73




---



##### Table of Contents




    The decrease in equity markets during the quarter significantly
    lowered separate account balances resulting in a significant
    reduction in expected future gross profits on variable universal
    life contracts and variable deferred annuity contracts resulting
    in an increase of $105 million in DAC and VOBA amortization.
    Offsetting this increase is the net investment losses which
    decreased actual gross profits during the current period,
    resulting in decrease of $144 million in DAC and VOBA
    amortization. The net investment losses were primarily driven by
    the net derivative losses associated with the direct and ceded
    guarantee obligations as well as a widening of own credit in the
    valuation of these guarantee obligations.    Goodwill
             74




---



##### Table of Contents



Liability
    for Future Policy Benefits
            Income
    Taxes
   75




---



##### Table of Contents



(i)
    future taxable income exclusive of reversing temporary
    differences and carryforwards;(ii)
    future reversals of existing taxable temporary differences;(iii)
    taxable income in prior carryback years; and(iv)
    tax planning strategies.    Reinsurance
    Litigation
    Contingencies
   76




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##### Table of Contents



Economic
    Capital
    Results
    of Operations
  Discussion
    of Results
    Three Months EndedMarch 31,As Restated,2009


2008 (1)(in millions)RevenuesPremiums

$
184


$
149Universal life and investment-type product policy fees


284



346Net investment income


440



662Other revenues


69



56Net investment gains (losses)


(600
)


(45
)Total revenues


377



1,168ExpensesPolicyholder benefits and claims


427



325Interest credited to policyholder account balances


300



308Other expenses


258



457Total expenses


985



1,090Income (loss) from continuing operations before provision for
    income tax


(608
)


78Provision for income tax expense (benefit)


(226
)


7Net income (loss)

$
(382
)

$
71     (1)
    
    In 2007, the Company, through MLI-USA, entered into an indemnity
    reinsurance agreement with MetLife Reinsurance Company of
    Vermont (MRV), an affiliated entity, under which the
    Company ceded, on a coinsurance funds withheld basis, 90% quota
    share of certain universal life and level term business written
    in 2007 and 2008. The reinsurance agreement also includes an
    experience refund provision whereby some or all of the profits
    on the underlying reinsurance agreement are returned to the
    Company from MRV, through MLI-USA, during the first several
    years of the reinsurance agreement. The Company had recorded
    this experience refund as revenue for the three months ended
    March 31, 2008. Since the experience refund is effectively
    the net cost of reinsurance related to the agreement, it should
    have been recorded as unearned revenue and amortized over the
    life of the reinsurance contract. Accordingly, in its 2008
    Annual Report, the Company restated its interim condensed
    consolidated financial statements for the three months ended
    March 31, 2008 to properly reflect the unearned revenue
    related to the experience refund. As a result of the foregoing,
    the Companys net income for the three months ended
    March 31, 2008 decreased by $39 million. The
    consolidated financial 77




---



##### Table of Contents



statements at and for the three months ended March 31,
    2008, as presented herein, have been restated for the effects of
    such adjustments.  Net
    Income
          
    A decrease in interest margins of $109 million, net of
    income tax. Management attributes this to a decrease of
    $49 million, net of income tax, and $25 million, net
    of income tax, in the annuity business and variable and
    universal life business, respectively. Management also
    attributes this decrease to the retirement & savings,
    group life, and non-medical health & other businesses,
    which contributed $31 million, $3 million and
    $1 million, net of income tax, respectively. Interest
    margin is the difference between interest earned and interest
    credited to policyholder account balances. Interest earned
    approximates net investment income on investable assets
    attributed to the segment with minor adjustments related to the
    consolidation of certain separate accounts and other minor
    non-policyholder elements. Interest credited is the amount
    attributed to insurance products, recorded in policyholder
    benefits and claims, and the amount credited to policyholder
    account balances for investment-type products, recorded in
    interest credited to policyholder account balances. Interest
    credited on insurance products reflects the current period
    impact of the interest rate assumptions established at issuance
    or acquisition. Interest credited to policyholder account
    balances is subject to contractual terms, including some minimum
    guarantees. This tends to move gradually over time to 78




---



##### Table of Contents



reflect market interest rate movements and may reflect actions
    by management to respond to competitive pressures and,
    therefore, generally does not, but may, introduce volatility in
    expense.  
    A decrease in net investment income of $17 million, net of
    income tax, primarily due to lower returns on other limited
    partnership interests and real estate joint ventures. The
    reduction in yields and the negative returns in the first
    quarter of 2009 realized on other limited partnership interests
    were primarily due to a lack of liquidity and available credit
    in the financial markets, driven by volatility in the equity and
    credit markets. The decrease in yields and the negative returns
    in the first quarter of 2009 realized on real estate joint
    ventures was primarily from declining property valuations on
    real estate held by certain real estate investment funds that
    carry their real estate at fair value and operating losses
    incurred on real estate properties that were developed for sale
    by real estate development joint ventures, in excess of earnings
    from wholly-owned real estate. The commercial real estate
    properties underlying real estate investment funds have
    experienced lower occupancy rates which has led to declining
    property valuations, while the real estate development joint
    ventures have experienced fewer property sales due to declining
    real estate market fundamentals and decreased availability of
    real estate lending to finance transactions.
    A decrease in net investment income on blocks of business not
    driven by interest margins of $7 million, net of income tax.
    Increase in policyholder benefits and claims of
    $32 million, net of income tax, primarily due to higher
    guaranteed annuity benefit rider costs and higher amortization
    of sales inducements.
    Lower universal life and investment-type product policy fees
    combined with other revenues of $30 million, net of income
    tax, primarily resulting from lower average separate account
    balances due to recent unfavorable equity market performance.
    A decrease in underwriting results of $11 million, net of
    income tax, primarily due to decreases in the
    retirement & savings and group life businesses
    partially offset by an increase in the non-medical
    health & other business. Underwriting results are
    generally the difference between the portion of premium and fee
    income intended to cover mortality, morbidity or other insurance
    costs, less claims incurred, and the change in insurance-related
    liabilities. Underwriting results are significantly influenced
    by mortality, morbidity or other insurance-related experience
    trends, as well as the reinsurance activity related to certain
    blocks of business. Consequently, results can fluctuate from
    period to period.
    Higher expenses of $8 million, net of income tax, were
    primarily due to higher non-deferrable volume related expenses
    and higher interest expenses, which decreased net income.
    An increase in interest credited to policyholder account
    balances of $6 million, net of income tax, due primarily to
    lower amortization of the excess interest reserves on acquired
    annuity and universal life blocks of business.      Revenues
     79




---



##### Table of Contents



Expenses
     80




---



##### Table of Contents



Overview
    Liquidity Management.
   81




---



##### Table of Contents



Liquidity Needs of the Insurance Business.
      Securities Lending.
  Internal Asset Transfers.
 82




---



##### Table of Contents



Collateral.
  Government Programs.
  Insurance
    Regulations
      Adoption
    of New Accounting Pronouncements
  Business
    Combinations and Noncontrolling Interests
  Business Combinations  A
    Replacement of FASB Statement No. 141 Accounting for Assets Acquired
    and Liabilities Assumed in a Business Combination That Arise
    from Contingencies Noncontrolling Interests in
    Consolidated Financial Statements  An Amendment of
    ARB No. 51
  
    All business combinations (whether full, partial or
    step acquisitions) result in all assets and
    liabilities of an acquired business being recorded at fair
    value, with limited exceptions. 83




---



##### Table of Contents




    Acquisition costs are generally expensed as incurred;
    restructuring costs associated with a business combination are
    generally expensed as incurred subsequent to the acquisition
    date.
    The fair value of the purchase price, including the issuance of
    equity securities, is determined on the acquisition date.
    Assets acquired and liabilities assumed in a business
    combination that arise from contingencies are recognized at fair
    value if the acquisition-date fair value can be reasonably
    determined. If the fair value is not estimable, an asset or
    liability is recorded if existence or incurrence at the
    acquisition date is probable and its amount is reasonably
    estimable.
    Changes in deferred income tax asset valuation allowances and
    income tax uncertainties after the acquisition date generally
    affect income tax expense.
    Noncontrolling interests (formerly known as minority
    interests) are valued at fair value at the acquisition
    date and are presented as equity rather than liabilities.
    Net income includes amounts attributable to noncontrolling
    interests.
    When control is attained on previously noncontrolling interests,
    the previously held equity interests are remeasured at fair
    value and a gain or loss is recognized.
    Purchases or sales of equity interests that do not result in a
    change in control are accounted for as equity transactions.
    When control is lost in a partial disposition, realized gains or
    losses are recorded on equity ownership sold and the remaining
    ownership interest is remeasured and holding gains or losses are
    recognized.    No. 08-6, Equity Method Investment Accounting Considerations (EITF 08-6). EITF 08-6 EITF 08-6
  No. 08-7, Accounting for Defensive Intangible Assets (EITF 08-7). EITF 08-7 EITF 08-7
  No. FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP 142-3). FSP 142-3 Goodwill and Other Intangible
    Assets
 84




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Other
    Pronouncements
  Disclosures about Derivative
    Instruments and Hedging Activities An
    Amendment of FASB Statement No. 133
  Fair Value Measurements , FSP 157-2, Effective Date of FASB Statement No. 157 FSP 157-2
  No. 08-5, Issuers Accounting for Liabilities Measured at Fair
    Value with a Third-Party Credit Enhancement (EITF 08-5). EITF 08-5 EITF 08-5 EITF 08-5
  No. FAS 140-3, Accounting for Transfers of Financial Assets and Repurchase
    Financing Transactions (FSP 140-3). FSP 140-3 FSP 140-3
  Future
    Adoption of New Accounting Pronouncements
    
    FSP
    No. FAS 157-4,
    Determining Fair Value When the Volume and Level of Activity
    for the Asset or Liability Have Significantly Decreased and
    Identifying Transactions That Are Not Orderly(FSP 157-4),
    provides guidance on (1) estimating the fair value of an
    asset or liability if there was a significant decrease in the
    volume and level of trading activity for these assets or
    liabilities and (2) identifying transactions that are not
    orderly. Further, the
    FSP 157-4
    requires disclosure in the interim financial statements of the
    inputs and valuation techniques used to measure fair value. The
    Company is currently evaluating the impact of
    FSP 157-4
    on its consolidated financial statements.
    FSP
    No. FAS 115-2
    and
    FAS 124-2,
    Recognition and Presentation of Other-Than-Temporary
    Impairments(OTTI FSP), provides new guidance
    for determining whether an other-than-temporary impairment
    exists. The OTTI FSP requires a company to assess the likelihood
    of selling a security prior to recovering its cost basis. If a
    company intends to sell a security or it is more-likely-than-not
    that it will be required to sell a security prior to recovery of
    its cost basis, a security would be written down to fair value
    with the full charge recorded in earnings. If a company does not
    intend to sell a security and it is not more-likely-than-not
    that it would be required to sell the security prior to
    recovery, the security would not be considered
    other-than-temporarily impaired unless there are credit losses
    associated with the security. Where credit losses exist, the
    portion of the impairment related to those credit losses would
    be recognized in earnings. Any remaining difference between the
    fair value and the cost basis would be recognized as part of
    other comprehensive income. The Company is currently evaluating
    the impact of the OTTI FSP on its consolidated financial
    statements. 85




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##### Table of Contents




    FSP
    No. FAS 107-1
    and APB
    28-1,
    Interim Disclosures about Fair Value of Financial
    Instruments, requires interim financial instrument fair
    value disclosures similar to those included in annual financial
    statements. The Company will provide all of the material
    required disclosures in future periods.  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Risk
    Management
      Enterprise Risk Management.
    
    implementing a Board of Directors approved corporate risk
    framework, which outlines the Companys approach for
    managing risk on an enterprise-wide basis;
    developing policies and procedures for managing, measuring,
    monitoring and controlling those risks identified in the
    corporate risk framework;
    establishing appropriate corporate risk tolerance levels;
    deploying capital on an economic capital basis; and
    reporting on a periodic basis to the Finance and Risk Policy
    Committee of the Companys Board of Directors and various
    financial and non-financial senior management committees.    Asset/Liability Management
    (ALM).
   86




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Market
    Risk Exposures
    Interest Rates.
  Foreign Currency Exchange Rates. non-U.S. dollar
  Equity Prices.
  Management
    of Market Risk Exposures
    Interest Rate Risk Management.
 87




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Foreign Currency Exchange Rate Risk
    Management.
  
    The Companys Treasury Department is responsible for
    managing the exposure to investments in foreign subsidiaries.
    Limits to exposures are established and monitored by the
    Treasury Department and managed by the Investment Department.
    The Investment Department is responsible for managing the
    exposure to foreign currency investments. Exposure limits to
    unhedged foreign currency investments are incorporated into the
    standing authorizations granted to management by the Board of
    Directors and are reported to the Board of Directors on a
    periodic basis.
    The lines of business are responsible for establishing limits
    and managing any foreign exchange rate exposure caused by the
    sale or issuance of insurance products.    Equity Price Risk Management.
  Hedging Activities.
  
    Risks Related to Living Benefit Riders The
    Company uses a wide range of derivative contracts to hedge the
    risk associated with variable annuity living benefit riders.
    These hedges include equity and interest rate 88




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##### Table of Contents



futures, interest rate, currency and equity variance swaps,
    interest rate and currency forwards, and interest rate option
    contracts.  
    Minimum Interest Rate Guarantees For certain
    Company liability contracts, the Company provides the contract
    holder a guaranteed minimum interest rate. These contracts
    include certain fixed annuities and other insurance liabilities.
    The Company purchases interest rate floors to reduce risk
    associated with these liability guarantees.
    Reinvestment Risk in Long Duration Liability Contracts Derivatives are used to hedge interest rate risk
    related to certain long duration liability contracts, such as
    long-term care. Hedges include zero coupon interest rate swaps
    and swaptions.
    Foreign Currency Risk The Company uses
    currency swaps and forwards to hedge currency risk. These hedges
    primarily swap foreign denominated bonds or equity exposures to
    U.S. dollars.
    General ALM Hedging Strategies In the
    ordinary course of managing the Companys asset/liability
    risks, the Company uses interest rate futures, interest rate
    swaps, interest rate caps, interest rate floors and inflation
    swaps. These hedges are designed to reduce interest rate risk or
    inflation risk related to the existing assets or liabilities or
    related to expected future cash flows.  Risk
    Measurement: Sensitivity Analysis
    
    the net present values of its interest rate sensitive exposures
    resulting from a 10% change (increase or decrease) in interest
    rates;
    the U.S. dollar equivalent estimated fair values of the
    Companys foreign currency exposures due to a 10% change
    (increase or decrease) in foreign currency exchange
    rates; and
    the estimated fair value of its equity positions due to a 10%
    change (increase or decrease) in equity market prices.    
    the market risk information is limited by the assumptions and
    parameters established in creating the related sensitivity
    analysis, including the impact of prepayment rates on mortgages;
    the derivatives that qualify as hedges, the impact on reported
    earnings may be materially different from the change in market
    values;
    the analysis excludes other significant real estate holdings and
    liabilities pursuant to insurance contracts; and
    the model assumes that the composition of assets and liabilities
    remains unchanged throughout the year.   89




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March 31, 2009(In millions)Non-trading:Interest rate risk

$
617Foreign currency exchange rate risk

$
(8
)Equity price risk

$
53   Sensitivity Analysis; Interest Rates.
  March 31, 2009Assuming a10% IncreaseNotional


Estimated


in the YieldAmount


Fair Value (3)


Curve(In millions)Assets:Fixed maturity securities





$
34,778


$
(468
)Equity securities






372



Trading securities






264



Mortgage and consumer loans, net






4,162



(15
)Policy loans






1,279



(8
)Real estate joint ventures (1)






87



Other limited partnership interests (1)






201



Short-term investments






2,799



Other invested assets:Derivative assets

$
16,769



1,810



(188
)Cash and cash equivalents






3,694



Accrued investment income






522



Premiums and other receivables






2,797



(34
)Net embedded derivatives within asset host contracts (2)






1,594



(187
)Mortgage loan commitments

$
192



(16
)


(1
)Commitments to fund bank credit facilities and private corporate
    bond investments

$
287



(75
)


Total Assets









$
(901
)Liabilities:Policyholder account balances





$
20,886


$
178Short-term debt






300



Long-term debt  affiliated






605



9Payables for collateral under securities loaned and other
    transactions






6,719



Other liabilities:Derivative liabilities

$
9,421



542



32Other






272



Net embedded derivatives within liability host contracts (2)






1,110



65Total Liabilities









$
284Net Change









$
(617
)   90




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##### Table of Contents



March 31, 2009Assuming aAssets


Liabilities


Total


10% IncreaseNotional


Estimated


Notional


Estimated


Estimated


in the YieldAmount


Fair Value


Amount


Fair Value


Fair Value


Curve(In millions)Derivative Instruments:Interest rate swaps

$
2,257


$
656


$
2,895


$
233


$
423


$
(51
)Interest rate floors


6,018



201



3,468



75



126



(19
)Interest rate caps


4,000



8



6







8



4Interest rate futures


658



2



52







2



(76
)Foreign currency swaps


1,815



565



1,602



202



363



(8
)Foreign currency forwards










93



4



(4
)


Swap spreadlocks










208



11



(11
)


Credit default swaps


413



42



393



9



33



Equity futures


10







408



6



(6
)


(5
)Equity options


813



282











282



Variance swaps


785



54



296



2



52



(1
)Total Derivative Instruments

$
16,769


$
1,810


$
9,421


$
542


$
1,268


$
(156
)     (1)
    
    Represents only those investments accounted for using the cost
    method.(2)
    
    Embedded derivatives are recognized in the consolidated balance
    sheet in the same caption as the host contract.(3)
    
    Separate account assets and liabilities which are interest rate
    sensitive are not included herein as any interest rate risk is
    borne by the holder of the separate account.   91




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##### Table of Contents



Sensitivity Analysis; Foreign Currency Exchange
    Rates.
  March 31, 2009Assuming a 10%Increase inNotional


Estimated


the ForeignAmount


Fair Value (1)


Exchange Rate(In millions)Assets:Fixed maturity securities





$
34,778


$
(59
)Other invested assets:Derivative assets

$
16,769



1,810



(137
)Total Assets









$
(196
)Liabilities:Policyholder account balances





$
20,886


$
268Other liabilities:Derivative liabilities

$
9,421



542



(64
)Total Liabilities









$
204Net Change









$
8   March 31, 2009Assuming aAssets


Liabilities


Total


10% IncreaseNotional


Estimated


Notional


Estimated


Estimated


in the ForeignAmount


Fair Value


Amount


Fair Value


Fair Value


Exchange Rate(In millions)Derivative Instruments:Interest rate swaps

$
2,257


$
656


$
2,895


$
233


$
423


$
1Interest rate floors


6,018



201



3,468



75



126



Interest rate caps


4,000



8



6







8



Interest rate futures


658



2



52







2



Foreign currency swaps


1,815



565



1,602



202



363



(212
)Foreign currency forwards










93



4



(4
)


10Swap spreadlocks










208



11



(11
)


Credit default swaps


413



42



393



9



33



Equity futures


10







408



6



(6
)


Equity options


813



282











282



Variance swaps


785



54



296



2



52



Total Derivative Instruments

$
16,769


$
1,810


$
9,421


$
542


$
1,268


$
(201
)     (1)
    
    Estimated fair value presented in the table above represents the
    fair value of all financial instruments within this financial
    statement caption not necessarily those solely subject to
    foreign exchange risk.   92




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Sensitivity Analysis; Equity Prices.
  March 31, 2009Assuming a10%IncreaseNotional


Estimated


in EquityAmount


Fair Value (1)


Prices(In millions)AssetsEquity securities





$
372


$
13Net embedded derivatives within asset host contracts (2)






1,594



(150
)Other invested assets:Derivative assets

$
16,769



1,810



(28
)Total Assets









$
(165
)LiabilitiesPolicyholder account balances





$
20,886


$
34Net embedded derivatives within asset host contracts (2)






1,110



122Other liabilities:Derivative liabilities

$
9,421



542



(44
)Total Liabilities









$
112Net Change









$
(53
)   March 31, 2009Assuming aAssets


Liabilities


Total


10% IncreaseNotional


Estimated


Notional


Estimated


Estimated


in EquityAmount


Fair Value


Amount


Fair Value


Fair Value


Prices(In millions)Derivative Instruments:Interest rate swaps

$
2,257


$
656


$
2,895


$
233


$
423


$
Interest rate floors


6,018



201



3,468



75



126



Interest rate caps


4,000



8



6







8



Interest rate futures


658



2



52







2



Foreign currency swaps


1,815



565



1,602



202



363



Foreign currency forwards










93



4



(4
)


Swap spreadlocks










208



11



(11
)


Credit default swaps


413



42



393



9



33



Equity futures


10







408



6



(6
)


(43
)Equity options


813



282











282



(28
)Variance swaps


785



54



296



2



52



(1
)Total Derivative Instruments

$
16,769


$
1,810


$
9,421


$
542


$
1,268


$
(72
)     (1)
    
    Estimated fair value presented in the table above represents the
    fair value of all financial instruments within this financial
    statement caption not necessarily those solely subject to
    foreign exchange risk.(2)
    
    Embedded derivatives are recognized in the consolidated balance
    sheet in the same caption as the host contract.   93




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Item 4(T).
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)
  Rule 13a-15(f)
 Part II 
    Other Information  Item 1.
    Legal
    Proceedings    Travelers Ins. Co., et al. v. Banc of America Securities
    LLC (S.D.N.Y., filed December 13, 2001).
    and/or and/or
  Item 1A.
    Risk
    Factors   94




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There
    Can be No Assurance that Actions of the U.S. Government, Federal
    Reserve Bank of New York and Other Governmental and Regulatory
    Bodies for the Purpose of Stabilizing the Financial Markets Will
    Achieve the Intended Effect
       95




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The
    Impairment of Other Financial Institutions Could Adversely
    Affect Us
    Our
    Insurance Businesses Are Heavily Regulated, and Changes in
    Regulation May Reduce Our Profitability and Limit Our
    Growth
  non-U.S. insurance
    
    licensing companies and agents to transact business;
    calculating the value of assets to determine compliance with
    statutory requirements;
    mandating certain insurance benefits;
    regulating certain premium rates;
    reviewing and approving policy forms;
    regulating unfair trade and claims practices, including through
    the imposition of restrictions on marketing and sales practices,
    distribution arrangements and payment of inducements;
    regulating advertising;
    protecting privacy;
    establishing statutory capital and reserve requirements and
    solvency standards;
    fixing maximum interest rates on insurance policy loans and
    minimum rates for guaranteed crediting rates on life insurance
    policies and annuity contracts;
    approving changes in control of insurance companies;
    restricting the payment of dividends and other transactions
    between affiliates; and
    regulating the types, amounts and valuation of investments.   96




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##### Table of Contents



and/or
  and/or
        Catastrophes
    May Adversely Impact Liabilities for Policyholder Claims and
    Reinsurance Availability
   97




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98




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##### Table of Contents



Item 6.
    Exhibits  ExhibitNo.

Description31
.1

Certification of President pursuant to Section 302 of the
    Sarbanes-Oxley Act of 200231
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.1

Certification of President pursuant to Section 906 of the
    Sarbanes-Oxley Act of 200232
.2

Certification of Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002  99




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Signatures       By:
    /s/  Joseph
    J. Prochaska, Jr.   Title:
    Executive Vice-President and Chief Accounting Officer    100




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Exhibit Index  ExhibitNo.

Description31
.1

Certification of President pursuant to Section 302 of the
    Sarbanes-Oxley Act of 200231
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.1

Certification of President pursuant to Section 906 of the
    Sarbanes-Oxley Act of 200232
.2

Certification of Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002  E-1