##### 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
    SEPTEMBER 30, 2008ORo

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
  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
    Information


4Item 1. Financial Statements at
    September 30, 2008 (Unaudited) and December 31, 2007
    and for the Three Months and Nine Months Ended
    September 30, 2008 and 2007 (Unaudited)


4Interim Condensed Consolidated Balance Sheets


4Interim Condensed Consolidated Statements of
    Income


5Interim Condensed Consolidated Statement of
    Stockholders Equity


6Interim Condensed Consolidated Statements of Cash
    Flows


7Notes to Interim Condensed Consolidated Financial
    Statements


8Item 2. Managements Discussion and
    Analysis of Financial Condition and Results of Operations


47Item 3. Quantitative and Qualitative
    Disclosures About Market Risk


60Item 4(T). Controls and Procedures


63Part II  Other
    Information


63Item 1. Legal Proceedings


63Item 1A. Risk Factors


63Item 6. Exhibits


82Signatures


83Exhibit Index


E-1EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   2




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Note Regarding
    Forward-Looking Statements
  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
    September 30, 2008 (Unaudited) and December 31,
    2007  (In
    millions, except share and per share data)
  September 30,


December 31,2008


2007AssetsInvestments:Fixed maturity securities
    available-for-sale,
    at estimated fair value (amortized cost: $42,875 and
    $46,264, respectively)

$
39,538


$
45,671Equity securities
    available-for-sale,
    at estimated fair value (cost: $859
    and $992, respectively)


718



952Mortgage and consumer loans


4,415



4,404Policy loans


1,198



913Real estate and real estate joint ventures
    held-for-investment


611



541Other limited partnership interests


1,348



1,130Short-term investments


524



1,335Other invested assets


1,457



1,445Total investments


49,809



56,391Cash and cash equivalents


3,313



1,774Accrued investment income


546



637Premiums and other receivables


10,306



8,320Deferred policy acquisition costs and value of business acquired


5,357



4,948Current income tax recoverable


116



72Deferred income tax assets


1,477



846Goodwill


953



953Other assets


759



753Separate account assets


43,796



53,867Total assets

$
116,432


$
128,561Liabilities and Stockholders EquityLiabilitiesFuture policy benefits

$
19,744


$
19,576Policyholder account balances


32,166



33,815Other policyholder funds


1,878



1,777Long-term debt  affiliated


950



635Payables for collateral under securities loaned and other
    transactions


10,099



10,471Other liabilities


1,566



1,072Separate account liabilities


43,796



53,867Total liabilities


110,199



121,213Contingencies, Commitments and Guarantees (Note 6)Stockholders EquityCommon stock, par value $2.50 per share; 40,000,000 shares
    authorized; 34,595,317 shares issued and outstanding at
    both September 30, 2008 and December 31, 2007


86



86Additional paid-in capital


6,719



6,719Retained earnings


1,396



892Accumulated other comprehensive loss


(1,968
)


(349
)Total stockholders equity


6,233



7,348Total liabilities and stockholders equity

$
116,432


$
128,561   See accompanying notes to 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 and Nine Months Ended September 30,
    2008 and 2007 (Unaudited)
  (In millions)
  Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,As Restated,





As Restated,2008


2007


2008


2007RevenuesPremiums

$
90


$
92


$
310


$
263Universal life and investment-type product policy fees


436



351



1,208



1,033Net investment income


621



719



1,968



2,183Other revenues


54



64



169



188Net investment gains (losses)


80



(48
)


(91
)


(249
)Total revenues


1,281



1,178



3,564



3,418ExpensesPolicyholder benefits and claims


265



256



813



722Interest credited to policyholder account balances


253



325



849



967Other expenses


462



319



1,219



999Total expenses


980



900



2,881



2,688Income from continuing operations before provision for income tax


301



278



683



730Provision for income tax


82



88



179



201Income from continuing operations


219



190



504



529Income from discontinued operations, net of income tax














4Net income

$
219


$
190


$
504


$
533   See accompanying notes to 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 Statement of
    Stockholders Equity
    For the Nine Months Ended September 30, 2008 (Unaudited)
  (In millions)
  Accumulated OtherComprehensive LossNet


ForeignAdditional





Unrealized


CurrencyCommon


Paid-in


Retained


Investment


TranslationStock


Capital


Earnings


Gains (Losses)


Adjustments


TotalBalance at January 1, 2008

$
86


$
6,719


$
892


$
(361
)

$
12


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










504











504Other comprehensive loss:Unrealized gains (losses) on derivative instruments, net of
    income tax














10







10Unrealized investment gains (losses), net of related offsets and
    income tax














(1,569
)






(1,569
)Foreign currency translation adjustments, net of income tax


















(60
)


(60
)Other comprehensive loss






















(1,619
)Comprehensive loss






















(1,115
)Balance at September 30, 2008

$
86


$
6,719


$
1,396


$
(1,920
)

$
(48
)

$
6,233   See accompanying notes to 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
    Cash Flows
    For the Nine Months Ended September 30, 2008 and 2007
    (Unaudited)
  (In millions)
  Nine Months EndedSeptember 30,As Restated,2008


2007Net cash provided by operating activities

$
1,157


$
1,881Cash flows from investing activitiesSales, maturities and repayments of:Fixed maturity securities


14,047



17,241Equity securities


73



143Mortgage and consumer loans


373



815Real estate and real estate joint ventures


14



146Other limited partnership interests


181



435Purchases of:Fixed maturity securities


(11,902
)


(17,593
)Equity securities


(153
)


(315
)Mortgage and consumer loans


(429
)


(1,815
)Real estate and real estate joint ventures


(88
)


(378
)Other limited partnership interests


(404
)


(354
)Net change in policy loans


(285
)


2Net change in short-term investments


815



106Net change in other invested assets


189



(145
)Other, net






13Net cash provided by (used in) investing activities


2,431



(1,699
)Cash flows from financing activitiesPolicyholder account balances:Deposits


2,474



8,425Withdrawals


(4,435
)


(9,843
)Net change in payables for collateral under securities loaned
    and other


(372
)


2,177transactionsNet change in short-term debt  affiliated






52Long-term debt issued  affiliated


750



Long-term debt repaid  affiliated


(435
)


Financing element on certain derivative instruments


(23
)


52Debt and equity issuance costs


(8
)


Net cash (used in) provided by financing activities


(2,049
)


863Change in cash and cash equivalents


1,539



1,045Cash and cash equivalents, beginning of period


1,774



649Cash and cash equivalents, end of period

$
3,313


$
1,694Supplemental disclosures of cash flow information:Net cash paid during the period for:Interest

$
29


$
25Income tax

$
23


$
81     See accompanying notes to interim condensed consolidated
    financial statements.
 7




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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 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 fair value of embedded derivatives requiring
    bifurcation;(vi)
    the 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 tax
    assets;(xi)
    accounting for reinsurance transactions; and(xii)
    the liability for litigation and regulatory matters.         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)  (Continued)
  Form 10-K Form 10-K/A,
  Form 10-K/A. Form 10-K/A.
  Adoption
    of New Accounting Pronouncements
  Fair
    Value
  Fair Value
    Measurements
   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)
    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 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 fair value
    requires significant management judgment or estimation.    The
    Fair Value Option for Financial Assets and Financial Liabilities instrument-by-instrument
  No. FAS 157-1, Application of FASB Statement No. 157 to FASB Statement
    No. 13 and Other Accounting Pronouncements That Address
    Fair Value Measurements for Purposes of Lease Classification or
    Measurement under Statement 13 (FSP 157-1). FSP 157-1
 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)
  Accounting for Leases No. FAS 157-2, Effective Date of FASB Statement No. 157
  No. FAS 157-3, Determining the Fair Value of a Financial Asset When the
    Market for That Asset is Not Active (FSP 157-3). FSP 157-3 FSP 157-3
  Other
  No. FIN 39-1, Amendment of FASB Interpretation No. 39 (FSP 39-1). FSP 39-1 Offsetting of Amounts
    Related to Certain Contracts FSP 39-1 FSP 39-1, FSP 39-1
  Accounting for Derivative Instruments
    and Hedging Activities E-23, Clarification of the Application of the Shortcut Method E-23). E-23 E-23
  Future
    Adoption of New Accounting Pronouncements
  Business
    Combinations
  Business Combinations  A
    Replacement of FASB Statement No. 141 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. 11




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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)
   
    Certain acquired contingent liabilities are recorded at fair
    value at the acquisition date and subsequently measured at
    either the higher of such amount or the amount determined under
    existing guidance for non-acquired contingencies.
    Changes in deferred 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.
    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. FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP 142-3). FSP 142-3 Goodwill and Other Intangible Assets FSP 142-3
  Derivatives
  No. 133-1 FIN 45-4, Disclosures about Credit Derivatives and Certain
    Guarantees  An Amendment of FASB Statement
    No. 133 and FASB Interpretation No. 45; and
    Clarification of the Effective Date of FASB Statement
    No. 161
    (FSP 133-1
    and
    FIN 45-4) FSP 133-1 FIN 45-4 Guarantors Accounting and
    Disclosure Requirements for Guarantees, Including Indirect
    Guarantees of Indebtedness of Others  An
    Interpretation of FASB Statements No. 5, 57, and 107 and
    Rescission of FASB Interpretation No. 34 FSP 133-1 FIN 45-4 FSP 133-1 FIN 45-4
  Disclosures about Derivative Instruments and Hedging
    Activities An Amendment of FASB Statement
    No. 133
 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)
    Other
  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 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 FSP 140-3
  No. 07-6, Accounting for the Sale of Real Estate When the Agreement
    Includes a Buy-Sell Clause (EITF 07-6). EITF 07-6 EITF 07-6 EITF 07-6
 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)
  2.
    Investments  Fixed
    Maturity and Equity Securities Available-for-Sale
    September 30, 2008Cost orAmortized


Gross Unrealized


Estimated


% ofCost


Gain


Loss


Fair Value


Total(In millions)U.S. corporate securities

$
16,326


$
84


$
1,769


$
14,641



37.0
%Residential mortgage-backed securities


10,083



73



490



9,666



24.5Foreign corporate securities


6,307



37



526



5,818



14.7U.S. Treasury/agency securities


2,982



128



25



3,085



7.8Commercial mortgage-backed securities


3,198



12



405



2,805



7.1Asset-backed securities


2,524







377



2,147



5.4Foreign government securities


572



31



9



594



1.5State and political subdivision securities


883



3



104



782



2.0Total fixed maturity securities

$
42,875


$
368


$
3,705


$
39,538



100.0
%Non-redeemable preferred stock

$
581


$
1


$
138


$
444



61.8
%Common stock


278



1



5



274



38.2Total equity securities

$
859


$
2


$
143


$
718



100.0
%   December 31, 2007Cost orAmortized


Gross Unrealized


Estimated


% ofCost


Gain


Loss


Fair Value


Total(In millions)U.S. corporate securities

$
17,174


$
119


$
618


$
16,675



36.5
%Residential mortgage-backed securities


11,914



98



80



11,932



26.1Foreign corporate securities


6,536



83



184



6,435



14.1U.S. Treasury/agency securities


3,976



126



11



4,091



9.0Commercial mortgage-backed securities


3,182



28



67



3,143



6.9Asset-backed securities


2,236



4



108



2,132



4.7Foreign government securities


635



55



2



688



1.5State and political subdivision securities


611



4



40



575



1.2Total fixed maturity securities

$
46,264


$
517


$
1,110


$
45,671



100.0
%Non-redeemable preferred stock

$
777


$
21


$
63


$
735



77.2
%Common stock


215



9



7



217



22.8Total equity securities

$
992


$
30


$
70


$
952



100.0
%   Below Investment Grade or Non Rated Fixed Maturity
    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)
  Non-Income Producing Fixed Maturity Securities 
  Concentrations of Credit Risk (Fixed Maturity
    Securities) 
      
    The majority of the residential mortgage-backed securities are
    guaranteed or otherwise supported by the Federal National
    Mortgage Association, the Federal Home Loan Mortgage Corporation
    or the Government National Mortgage Association. At
    September 30, 2008 and December 31, 2007,
    $9.6 billion and $11.9 billion, respectively, of the
    estimated fair value or 99% for both, of the residential
    mortgage-backed securities were rated Aaa/AAA by Moodys
    Investors Service (Moodys),
    Standard & Poors (S&P) or Fitch
    Ratings Insurance Group (Fitch). Alternative
    residential mortgage loans (Alt-A) are a
    classification of mortgage loans where the risk profile of the
    borrower falls between prime and
    sub-prime.
    At September 30, 2008 and December 31, 2007, the
    Companys Alt-A residential mortgage-backed securities
    exposure at estimated fair value was $0.9 billion and
    $1.1 billion, respectively, with an unrealized loss of
    $188 million and $28 million, respectively.
    At September 30, 2008 and December 31, 2007,
    $2.4 billion and $2.6 billion, respectively, of the
    estimated fair value, or 86% and 84%, respectively, of the
    commercial mortgage-backed securities were rated Aaa/AAA by
    Moodys, S&P or Fitch.
    The Companys asset-backed securities are diversified both
    by sector and by issuer. At September 30, 2008 and
    December 31, 2007, $1.2 billion and $1.0 billion,
    respectively, or 58% and 48%, respectively, of total
    asset-backed securities were rated Aaa/AAA by Moodys,
    S&P or Fitch. At September 30, 2008, the largest
    exposures in the Companys asset-backed securities
    portfolio were credit card receivables and automobile
    receivables of 43% and 12% of the total holdings, respectively.
    The Companys asset-backed securities include exposure to
    residential mortgage-backed securities backed by
    sub-prime
    mortgage loans.
    Sub-prime
    mortgage lending is the origination of residential mortgage
    loans to customers with weak credit profiles. At
    September 30, 2008 and December 31, 2007, the Company
    had exposure to fixed maturity securities backed by
    sub-prime
    mortgage loans with estimated fair values of $407 million
    and $570 million, respectively, and unrealized losses of
    $138 million and $45 million, respectively. At
    September 30, 2008, 17% of the asset-backed securities
    backed by
    sub-prime
    mortgage loans have been guaranteed by financial guarantee
    insurers, of which 1% and 53% were guaranteed by financial
    guarantee insurers who were Aaa, and Aa rated, respectively. 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)
       Concentrations of Credit Risk (Equity Securities) 
  Net
    Unrealized Investment Gains (Losses)
    September 30, 2008


December 31, 2007(In millions)Fixed maturity securities

$
(3,337
)

$
(593
)Equity securities


(141
)


(40
)Derivatives


2



(13
)Other


(13
)


(3
)Subtotal


(3,489
)


(649
)Amounts allocated from:DAC and VOBA


537



93Deferred income tax


1,032



195Subtotal


1,569



288Net unrealized investment gains (losses)

$
(1,920
)

$
(361
)
     September 30, 2008(In millions)Balance at December 31, 2007

$
(361
)Unrealized investment losses during the period


(2,840
)Unrealized investment gains relating to:DAC and VOBA


444Deferred income tax


837Balance at September 30, 2008

$
(1,920
)Change in net unrealized investment gains (losses)

$
(1,559
)
  16




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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)
  Unrealized
    Loss for Fixed Maturity and Equity Securities
    Available-for-Sale
    September 30, 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

$
7,874


$
775


$
4,663


$
994


$
12,537


$
1,769Residential mortgage-backed securities


4,158



303



1,176



187



5,334



490Foreign corporate securities


2,988



253



1,652



273



4,640



526U.S. Treasury/agency securities


884



17



137



8



1,021



25Commercial mortgage-backed securities


1,899



177



892



228



2,791



405Asset-backed securities


1,348



116



779



261



2,127



377Foreign government securities


257



8



14



1



271



9State and political subdivision securities


400



50



301



54



701



104Total fixed maturity securities

$
19,808


$
1,699


$
9,614


$
2,006


$
29,422


$
3,705Equity securities

$
159


$
46


$
207


$
97


$
366


$
143Total number of securities in an unrealized loss position


2,690







1,421   December 31, 2007Equal 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

$
6,643


$
316


$
5,010


$
302


$
11,653


$
618Residential mortgage-backed securities


2,374



52



1,160



28



3,534



80Foreign corporate securities


2,350



86



2,234



98



4,584



184U.S. Treasury/agency securities


307



2



343



9



650



11Commercial mortgage-backed securities


417



26



1,114



41



1,531



67Asset-backed securities


1,401



91



332



17



1,733



108Foreign government securities


63



1



62



1



125



2State and political subdivision securities


84



9



387



31



471



40Total fixed maturity securities

$
13,639


$
583


$
10,642


$
527


$
24,281


$
1,110Equity securities

$
386


$
42


$
190


$
28


$
576


$
70Total number of securities in an unrealized loss position


2,011







1,487  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)
  Aging
    of Gross Unrealized Loss for Fixed Maturity and Equity
    Securities
    Available-for-Sale
    September 30, 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

$
11,706


$
4,724


$
530


$
1,336



1,801



542Six months or greater but less than nine months


6,302



893



458



347



582



113Nine months or greater but less than twelve months


1,573



183



140



95



151



29Twelve months or greater


7,709



37



777



22



876



6Total

$
27,290


$
5,837


$
1,905


$
1,800Equity Securities:Less than six months

$
45


$
250


$
5


$
90



28



40Six months or greater but less than nine months


57



125



8



37



5



12Nine months or greater but less than twelve months


23







3







5



Twelve months or greater


9















4



Total

$
134


$
375


$
16


$
127   December 31, 2007Cost or


GrossAmortized Cost


Unrealized Loss


Number of 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

$
10,460


$
428


$
349


$
114



1,825



80Six months or greater but less than nine months


2,900







145







321



Nine months or greater but less than twelve months


1,523







81







162



Twelve months or greater


10,079







421







1,358



Total

$
24,962


$
428


$
996


$
114Equity Securities:Less than six months

$
261


$
56


$
19


$
16



98



18Six months or greater but less than nine months


111







10







16



Nine months or greater but less than twelve months


37







5







12



Twelve months or greater


182







20







17



Total

$
591


$
56


$
54


$
16  18




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut (A
    Wholly-Owned Subsidiary of MetLife, Inc.)Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  security-by-security other-than-temporarily other-than-temporary other-than-temporarily other-than-temporary
       19




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut (A
    Wholly-Owned Subsidiary of MetLife, Inc.)Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   20




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut (A
    Wholly-Owned Subsidiary of MetLife, Inc.)Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    September 30,


December 31,2008


2007Sector:U.S. corporate securities


46
%


52
%Foreign corporate securities


14



16Asset-backed securities


10



9Residential mortgage-backed securities


13



7Commercial mortgage-backed securities


10



6U.S. Treasury/agency securities






1State and political subdivision securities


3



3Other


4



6Total


100
%


100
%Industry:Finance


30
%


36
%Industrial


2



23Mortgage-backed


23



13Asset-backed


10



9Utility


9



8Consumer


10



3Communication


8



2Government


1



1Other


7



5Total


100
%


100
%  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)
  Net
    Investment Gains (Losses)
    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,As Restated,





As Restated,2008


2007


2008


2007(In millions)Fixed maturity securities

$
(224
)

$
(82
)

$
(366
)

$
(245
)Equity securities


(42
)


8



(54
)


6Mortgage and consumer loans


(3
)


1



(35
)


1Real estate and real estate joint ventures










(2
)


1Other limited partnership interests


(1
)


(4
)


(3
)


(17
)Derivatives


27



117



197



151Other


323



(88
)


172



(146
)Net investment gains (losses)

$
80


$
(48
)

$
(91
)

$
(249
)     Fixed Maturity Securities


Equity SecuritiesThree Months


Nine Months


Three Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,As Restated,





As Restated,





As Restated,





As Restated,2008


2007


2008


2007


2008


2007


2008


2007(In millions)Gross investment gains

$
43


$
19


$
85


$
53


$



$
8


$
6


$
12Gross investment losses


(79
)


(93
)


(197
)


(276
)


(12
)






(17
)


(4
)Writedowns


(188
)


(8
)


(254
)


(22
)


(30
)






(43
)


(2
)Net investment gains (losses)

$
(224
)

$
(82
)

$
(366
)

$
(245
)

$
(42
)

$
8


$
(54
)

$
6      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)
  Net
    Investment Income
    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,As Restated,





As Restated,2008


2007


2008


2007(In millions)Fixed maturity securities

$
600


$
729


$
1,877


$
2,110Equity securities


7



9



32



27Mortgage and consumer loans


62



69



193



194Policy loans


13



13



46



39Real estate and real estate joint ventures


8



18



22



69Other limited partnership interests


(4
)


20



12



140Cash, cash equivalents and short-term investments


15



27



55



72Other






1







7Total investment income


701



886



2,237



2,658Less: Investment expenses


80



167



269



475Net investment income

$
621


$
719


$
1,968


$
2,183       Securities
    Lending
   23




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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)
    Assets
    on Deposit, Held in Trust and Pledged as
    Collateral
        3.
    Derivative
    Financial Instruments  Types
    of Derivative Financial Instruments
    September 30, 2008


December 31, 2007Current Market





Current MarketNotional


or Fair Value


Notional


or Fair ValueAmount


Assets


Liabilities


Amount


Assets


Liabilities(In millions)Interest rate swaps

$
7,040


$
405


$
117


$
12,437


$
336


$
144Interest rate floors


12,071



174







12,071



159



Interest rate caps


3,516



11







10,715



7



Financial futures


1,458



22



7



881



2



5Foreign currency swaps


3,724



665



104



3,716



788



97Foreign currency forwards


106



2







167



2



Options


838



120







1,004



85



1Financial forwards


1,009



17



1



2,330



20



Credit default swaps


399



6



2



1,013



5



3Total

$
30,161


$
1,422


$
231


$
44,334


$
1,404


$
250      24




---



##### 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
    September 30, 2008


December 31, 2007Notional


Fair Value


Notional


Fair ValueAmount


Assets


Liabilities


Amount


Assets


Liabilities(In millions)Fair value

$
753


$
30


$
46


$
651


$
20


$
3Cash flow


486



78



1



486



85



3Non-qualifying


28,922



1,314



184



43,197



1,299



244Total

$
30,161


$
1,422


$
231


$
44,334


$
1,404


$
250     Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,As Restated,





As Restated,2008


2007


2008


2007(In millions)Qualifying hedges:Net investment income

$



$



$
(1
)

$
Interest credited to policyholder account balances






(2
)


3



(5
)Non-qualifying hedges:Net investment gains (losses)


3



23



29



58Total

$
3


$
21


$
31


$
53   Fair
    Value Hedges
      Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,As Restated,





As Restated,2008


2007


2008


2007(In millions)Changes in the fair value of derivatives

$
(39
)

$
22


$
(30
)

$
22Changes in the fair value of the items hedged


43



(19
)


34



(24
)Net ineffectiveness of fair value hedging activities

$
4


$
3


$
4


$
(2
)    25




---



##### Table of Contents



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


Nine MonthsEnded


EndedSeptember 30,


September 30,As Restated,





As Restated,2008


2007


2008


2007(In millions)Other comprehensive income (loss) balance at the beginning of
    the period

$
(14
)

$
(11
)

$
(13
)

$
(9
)Gains (losses) deferred in other comprehensive income (loss) on
    the effective portion of cash flow hedges


(40
)


19



(4
)


27Amounts reclassified to net investment gains (losses)


56



(20
)


19



(30
)Other comprehensive income (loss) balance at the end of the
    period

$
2


$
(12
)

$
2


$
(12
)     Non-qualifying
    Derivatives and Derivatives for Purposes Other Than
    Hedging
      Three Months

Nine MonthsEnded

EndedSeptember 30,

September 30,As Restated,



As Restated,2008

2007

2008

2007(In millions)Net investment gains (losses), excluding embedded derivatives

$
(52
)

$
109


$
(31
)

$
88  26




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut (A
    Wholly-Owned Subsidiary of MetLife, Inc.)Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  Embedded
    Derivatives
      September 30,


December 31,2008


2007(In millions)Net embedded derivatives within asset host contracts:Ceded guaranteed minimum benefit riders

$
764


$
382Call options in equity securities


(14
)


Net embedded derivatives within asset host contracts

$
750


$
382Net embedded derivatives within liability host contracts:Direct guaranteed minimum benefit riders

$
421


$
257Ceded funds withheld balances


(35
)


Net embedded derivatives within liability host contracts

$
386


$
257     Three Months

Nine MonthsEnded

EndedSeptember 30,

September 30,As Restated,



As Restated,2008

2007

2008

2007(In millions)Net investment gains (losses)

$
101


$
(16
)

$
195


$
10   Credit
    Risk
       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)
          September 30, 2008Fair Value of


Maximum Amount of


WeightedCredit Default


Future Payments under


Average YearsRating Agency Designation of Referenced Credit Obligations
    (1)

Swaps


Credit Default Swaps (2)


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

$



$




Credit default swaps referencing indices


(1
)


201



4.3Subtotal


(1
)


201



4.3BaaSingle name credit default swaps (corporate)










Credit default swaps referencing indices










Subtotal










BaSingle name credit default swaps (corporate)






20



1.0Credit default swaps referencing indices










Subtotal






20



1.0BSingle name credit default swaps (corporate)










Credit default swaps referencing indices










Subtotal










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










$
(1
)

$
221



4.0     (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. 28




---



##### Table of Contents



MetLife
    Insurance Company of Connecticut (A
    Wholly-Owned Subsidiary of MetLife, Inc.)Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   (2)
    
    Assumes the value of the referenced credit obligations is zero.(3)
    
    The weighted average years to maturity of the credit default
    swaps are calculated based upon weighted average notional
    amounts.  4.
    Insurance  Insurance
    Liabilities
    Future Policy Benefits


Policyholder Account Balances


Other Policyholder FundsSeptember 30,


December 31,


September 30,


December 31,


September 30,


December 31,2008


2007


2008


2007


2008


2007(In millions)IndividualTraditional life

$
929


$
921


$



$



$
66


$
50Universal & variable life


652



575



5,356



4,995



1,596



1,496Annuities


1,009



944



15,244



15,058



28



36Other










70



47







InstitutionalGroup life


207



220



1,053



763



4



5Retirement & savings


11,907



12,040



10,150



12,780







Non-medical health & other


296



303











2



2Corporate & Other (1)


4,744



4,573



293



172



182



188Total

$
19,744


$
19,576


$
32,166


$
33,815


$
1,878


$
1,777     (1)
    
    Corporate & Other includes intersegment eliminations.    5.
    Long-term
    Debt  Affiliated      6.
    Contingencies,
    Commitments and Guarantees  Contingencies
  Litigation
  and/or
 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)
            and/or and/or
 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)
  Commitments
  Commitments
    to Fund Partnership Investments
    Mortgage
    Loan Commitments
    Commitments
    to Fund Bank Credit Facilities and Private Corporate Bond
    Investments
    Other
    Commitments
    Guarantees
       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)
        7.
    Comprehensive
    Income (Loss)    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,As Restated,





As Restated,2008


2007


2008


2007(In millions)Net income

$
219


$
190


$
504


$
533Other comprehensive income (loss):Unrealized gains (losses) on derivative instruments, net of
    income tax


11



(1
)


10



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


(851
)


175



(1,569
)


(179
)Foreign currency translation adjustments, net of income tax


(57
)


8



(60
)


14Other comprehensive income (loss)


(897
)


182



(1,619
)


(167
)Comprehensive income (loss)

$
(678
)

$
372


$
(1,115
)

$
366  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)
  8.
    Other
    Expenses    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,As Restated,





As Restated,2008


2007


2008


2007(In millions)Compensation

$
32


$
32


$
89


$
92Commissions


189



203



538



570Interest and debt issue costs


19



8



53



25Amortization of DAC and VOBA


258



149



629



481Capitalization of DAC


(215
)


(216
)


(596
)


(587
)Rent, net of sublease income


1



2



3



4Insurance tax


10



12



30



34Other


168



129



473



380Total other expenses

$
462


$
319


$
1,219


$
999     9.
    Business
    Segment Information    start-up
      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)
  Corporate &For the Three Months Ended September 30, 2008

Individual


Institutional


Other


Total(In millions)RevenuesPremiums

$
35


$
49


$
6


$
90Universal life and investment-type product policy fees


419



15



2



436Net investment income


277



331



13



621Other revenues


51



2



1



54Net investment gains (losses)


123



(11
)


(32
)


80Total revenues


905



386



(10
)


1,281ExpensesPolicyholder benefits and claims


103



151



11



265Interest credited to policyholder account balances


163



108



(18
)


253Other expenses


413



12



37



462Total expenses


679



271



30



980Income from continuing operations before provision for income tax


226



115



(40
)


301Provision for income tax


78



38



(34
)


82Net income

$
148


$
77


$
(6
)

$
219    Corporate &For the Three Months Ended September 30,
    2007  As Restated

Individual


Institutional


Other


Total(In millions)RevenuesPremiums

$
74


$
12


$
6


$
92Universal life and investment-type product policy fees


338



12



1



351Net investment income


266



391



62



719Other revenues


61



3







64Net investment gains (losses)


24



(64
)


(8
)


(48
)Total revenues


763



354



61



1,178ExpensesPolicyholder benefits and claims


116



135



5



256Interest credited to policyholder account balances


165



160







325Other expenses


287



16



16



319Total expenses


568



311



21



900Income from continuing operations before provision for income tax


195



43



40



278Provision for income tax


70



15



3



88Net income

$
125


$
28


$
37


$
190   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)
  Corporate &For the Nine Months Ended September 30, 2008

Individual


Institutional


Other


Total(In millions)RevenuesPremiums

$
134


$
159


$
17


$
310Universal life and investment-type product policy fees


1,173



31



4



1,208Net investment income


842



1,048



78



1,968Other revenues


163



5



1



169Net investment gains (losses)


151



(233
)


(9
)


(91
)Total revenues


2,463



1,010



91



3,564ExpensesPolicyholder benefits and claims


308



476



29



813Interest credited to policyholder account balances


514



353



(18
)


849Other expenses


1,098



39



82



1,219Total expenses


1,920



868



93



2,881Income from continuing operations before provision for income tax


543



142



(2
)


683Provision for income tax


188



47



(56
)


179Net income

$
355


$
95


$
54


$
504   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)
  Corporate &For the Nine Months Ended September 30, 2007 
    As Restated

Individual


Institutional


Other


Total(In millions)RevenuesPremiums

$
221


$
24


$
18


$
263Universal life and investment-type product policy fees


1,001



31



1



1,033Net investment income


813



1,130



240



2,183Other revenues


178



10







188Net investment gains (losses)


(43
)


(191
)


(15
)


(249
)Total revenues


2,170



1,004



244



3,418ExpensesPolicyholder benefits and claims


330



370



22



722Interest credited to policyholder account balances


484



482



1



967Other expenses


921



38



40



999Total expenses


1,735



890



63



2,688Income from continuing operations before provision for income tax


435



114



181



730Provision for income tax


154



40



7



201Income from continuing operations


281



74



174



529Income from discontinued operations, net of income tax






4







4Net income

$
281


$
78


$
174


$
533     September 30,


December 31,2008


2007(In millions)Individual

$
73,286


$
82,214Institutional


29,696



35,154Corporate & Other


13,450



11,193Total

$
116,432


$
128,561      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)
  10.
    Discontinued
    Operations      11.
    Fair
    Value  Assets
    and Liabilities Measured at Fair Value
  Recurring
    Fair Value Measurements
    
    Fixed Maturity, Equity Securities and Short-Term
    Investments When available, the estimated fair
    value of the Companys fixed maturity and equity securities
    as well as certain short-term investments are based on quoted
    prices in active markets that are readily and regularly
    obtainable. Generally, these are the most liquid of the
    Companys securities holdings and valuation of these
    securities does not involve management judgment.  When quoted prices in active markets are not available, the
    determination of estimated fair value is based on market
    standard valuation methodologies. The market standard valuation
    methodologies utilized include: discounted cash flow
    methodologies, matrix pricing or other similar techniques. The
    assumptions and inputs in applying these market standard
    valuation methodologies include, but are not limited to:
    interest rates, credit standing of the issuer or counterparty,
    industry sector of the issuer, coupon rate, call provisions,
    sinking fund requirements, maturity, estimated duration and
    managements assumptions regarding liquidity and estimated
    future cash flows. Accordingly, the estimated fair values are
    based on available market information and managements
    judgments about financial instruments.The significant inputs to the market standard valuation
    methodologies for certain types of securities with reasonable
    levels of price transparency are inputs that are observable in
    the market or can be derived principally from or corroborated by
    observable market data. Such observable inputs include
    benchmarking prices for similar assets in active, liquid
    markets, quoted prices in markets that are not active and
    observable yields and spreads in the market.When observable inputs are not available, the market standard
    valuation methodologies for determining the estimated fair value
    of certain types of securities that trade infrequently, and,
    therefore, have little or no price transparency, rely on inputs
    that are significant to the estimated fair value that are not
    observable in the market or cannot be derived principally from
    or corroborated by observable market data. These unobservable
    inputs can be based in large part on management judgment or
    estimation, and cannot be supported by reference to market
    activity. Even though unobservable, these inputs are based on
    assumptions deemed appropriate given the circumstances and
    consistent with what other market participants would use when
    pricing such securities. 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)
   The use of different methodologies, assumptions and inputs may
    have a material effect on the estimated fair values of the
    Companys securities holdings.  
    Derivatives The fair value of derivatives is
    determined through the use of quoted market prices for
    exchange-traded derivatives or through the use of pricing models
    for over-the-counter derivatives. The determination of fair
    value, when quoted market values are not available, is based on
    market standard valuation methodologies and inputs that are
    assumed to be consistent with what other market participants
    would use when pricing the instruments. Derivative valuations
    can be affected by changes in interest rates, foreign currency
    exchange rates, financial indices, credit spreads, default risk
    (including the counterparties to the contract), volatility,
    liquidity and changes in estimates and assumptions used in the
    pricing models.  The significant inputs to the pricing models for most
    over-the-counter derivatives are inputs that are observable in
    the market or can be derived principally from or corroborated by
    observable market data. Significant inputs that are observable
    generally include: interest rates, foreign currency exchange
    rates, interest rate curves, credit curves and volatility.
    However, certain over-the-counter derivatives may rely on inputs
    that are significant to the fair value that are not observable
    in the market or cannot be derived principally from or
    corroborated by observable market data. Significant inputs that
    are unobservable generally include: independent broker quotes,
    credit correlation assumptions, references to emerging market
    currencies and inputs that are outside the observable portion of
    the interest rate curve, credit curve, volatility or other
    relevant market measure. These unobservable inputs may involve
    significant management judgment or estimation. Even though
    unobservable, these inputs are based on assumptions deemed
    appropriate given the circumstances and consistent with what
    other market participants would use when pricing such
    instruments.The credit risk of both the counterparty and the Company are
    considered in determining the fair value for
    all over-the-counter derivatives, after taking into account
    the effects of netting agreements and collateral arrangements.
    Credit risk is monitored and consideration of any potential
    credit adjustment is on a net exposure by counterparty basis due
    to the existence of netting agreements and collateral
    arrangements. The Company values its derivative positions using
    the standard swap curve which includes a credit risk adjustment.
    This credit risk adjustment is appropriate for those parties
    that execute trades at pricing levels consistent with the
    standard swap curve. As the Company and its significant
    derivative counterparties consistently execute trades at such
    pricing levels, additional credit risk adjustments are not
    required in the valuation process. It should be noted that the
    Companys ability to consistently execute at such pricing
    levels is in part due to the netting agreements and collateral
    arrangements that are in place with all of its significant
    derivative counterparties. Such agreements serve to effectively
    mitigate credit risk.Most inputs for over-the-counter derivatives are mid market
    inputs but, in certain cases, bid level inputs are used when
    they are deemed more representative of exit value. The use of
    different methodologies, assumptions and inputs may have a
    material effect on the estimated fair values of the
    Companys derivatives and could materially affect net
    income.  
    Embedded Derivatives Embedded derivatives
    principally include certain direct, assumed and ceded variable
    annuity riders, and embedded derivatives related to funds
    withheld on ceded reinsurance. Embedded derivatives are recorded
    in the financial statements at fair value with changes in fair
    value adjusted through net income.  The Company issues certain variable annuity products with
    guaranteed minimum benefit riders. These include guaranteed
    minimum withdrawal benefit (GMWB) riders, guaranteed
    minimum accumulation benefit (GMAB) riders, and
    certain guaranteed minimum income benefit (GMIB)
    riders. GMWB, GMAB and certain GMIB riders are embedded
    derivatives, which are measured at fair value separately from
    the host variable annuity contract, with changes in fair value
    reported in net investment gains (losses). These embedded
    derivatives are classified within policyholder account balances.
    The fair value for these riders is 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)
  estimated using the present value of future benefits minus the
    present value of future fees using actuarial and capital market
    assumptions related to the projected cash flows over the
    expected lives of the contracts. A risk neutral valuation
    methodology is used under which the cash flows from the riders
    are projected under multiple capital market scenarios using
    observable risk free rates. Effective January 1, 2008, upon
    adoption of SFAS 157, the valuation of these riders now
    includes an adjustment for the Companys own credit and
    risk margins for non-capital market inputs. The Companys
    own credit adjustment is determined taking into consideration
    publicly available information relating to the Companys
    debt as well as its claims paying ability. Risk margins are
    established to capture the non-capital market risks of the
    instrument which represent the additional compensation a market
    participant would require to assume the risks related to the
    uncertainties of such actuarial assumptions as annuitization,
    premium persistency, partial withdrawal and surrenders. The
    establishment of risk margins requires the use of significant
    management judgment. These riders may be more costly than
    expected in volatile or declining equity markets. Market
    conditions including, but not limited to, changes in interest
    rates, equity indices, market volatility and foreign currency
    exchange rates; changes in the Companys own credit
    standing; and variations in actuarial assumptions regarding
    policyholder behavior and risk margins related to non-capital
    market inputs may result in significant fluctuations in the fair
    value of the riders that could materially affect net income.  The Company cedes the risks associated with certain of the GMIB,
    GMAB and GMWB riders described in the preceding paragraph to an
    affiliated reinsurance company. These reinsurance contracts
    contain embedded derivatives which are included in premiums and
    other receivables with changes in fair value reported in net
    investment gains (losses). The value of the embedded derivatives
    on the ceded risks is determined using a methodology consistent
    with that described previously for the riders directly written
    by the Company.In addition to ceding risks associated with riders that are
    accounted for as embedded derivatives, the Company also cedes to
    the same affiliated reinsurance company certain directly written
    GMIB riders that are accounted for as insurance (i.e. not as
    embedded derivatives) but where the reinsurance contract
    contains an embedded derivative. These embedded derivatives are
    included in premiums and other receivables with changes in fair
    value reported in net investment gains (losses). The value of
    the embedded derivatives on these ceded risks is determined
    using a methodology consistent with that described previously
    for the riders directly written by the Company. Because the
    direct rider is not accounted for at fair value, significant
    fluctuations in net income may occur as the change in fair value
    of the embedded derivative on the ceded risk is being recorded
    in net income without a corresponding and offsetting change in
    fair value of the direct rider.The Company has assumed risks related to guaranteed minimum
    benefit riders from an affiliated joint venture under a
    reinsurance contract. These risks are fully retroceded to the
    same affiliated reinsurance company. Both the assumed and
    retroceded contracts contain embedded derivatives. The embedded
    derivatives associated with the assumed risks are included in
    policyholder account balances and the embedded derivatives
    associated with the retroceded risks are included in premiums
    and other receivables with changes in fair value of both
    reported in net investment gains (losses). The values of the
    embedded derivatives in both the assumed and retroceded
    contracts are determined in a similar manner and using a
    methodology consistent with that described previously for the
    riders directly written by the Company.The fair value of the embedded derivatives within funds withheld
    at interest related to certain ceded reinsurance is determined
    based on the change in fair value of the underlying assets held
    by the Company in a reference portfolio backing the funds
    withheld liability. The fair value of the underlying assets is
    determined as described above in  Fixed
    Maturity, Equity Securities and Short-Term Investments.
    The fair value of these embedded derivatives is included, along
    with their funds withheld hosts, in other liabilities with
    changes in fair value recorded in net investment gains (losses).
    Changes in the credit spreads 39




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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)
  on the underlying assets, interest rates and market volatility
    may result in significant fluctuations in the fair value of
    these embedded derivatives that could materially affect net
    income.  The accounting for embedded derivatives is complex and
    interpretations of the primary accounting standards continue to
    evolve in practice. If interpretations change, there is a risk
    that features previously not bifurcated may require bifurcation
    and reporting at fair value in the interim condensed
    consolidated financial statements and respective changes in fair
    value could materially affect net income.  
    Separate Account Assets Separate account
    assets are carried at fair value and reported as a summarized
    total on the consolidated balance sheet in accordance with
    Statement of Position (SOP)
    03-1,
    Accounting and Reporting by Insurance Enterprises for Certain
    Nontraditional Long-Duration Contracts and for Separate Accounts(SOP
    03-1).
    The fair value of separate account assets are based on the fair
    value of the underlying assets owned by the separate account.
    Assets within the Companys separate accounts include:
    mutual funds, fixed maturity securities, equity securities,
    derivatives, other limited partnership interests, short-term
    investments and cash and cash equivalents. The fair value of
    mutual funds is based upon quoted prices or reported net assets
    values provided by the fund manager and are reviewed by
    management to determine whether such values require adjustment
    to represent exit value. The fair values of fixed maturity
    securities, equity securities, derivatives, short-term
    investments and cash and cash equivalents held by separate
    accounts are determined on a basis consistent with the
    methodologies described herein for similar financial instruments
    held within the general account. Other limited partnership
    interests are valued giving consideration to the value of the
    underlying holdings of the partnerships and by applying a
    premium or discount, if appropriate, for factors such as
    liquidity, bid/ask spreads, the performance record of the fund
    manager or other relevant variables which may impact the exit
    value of the particular partnership interest. 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)
     September 30, 2008Fair Value Measurements at Reporting Date UsingQuoted Prices in


SignificantActive Markets for


Other


SignificantIdentical Assets


Observable


Unobservableand Liabilities


Inputs


Inputs


Total(Level 1)


(Level 2)


(Level 3)


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

$



$
13,204


$
1,437


$
14,641Residential mortgage-backed securities






9,574



92



9,666Foreign corporate securities






4,569



1,249



5,818U.S. Treasury/agency securities


873



2,128



84



3,085Commercial mortgage-backed securities






2,641



164



2,805Asset-backed securities






1,458



689



2,147Foreign government securities






583



11



594State and political subdivision securities






741



41



782Total fixed maturity securities


873



34,898



3,767



39,538Equity securities:Non-redeemable preferred stock






60



384



444Common stock


173



71



30



274Total equity securities


173



131



414



718Short-term investments (1)


12



133







145Derivative assets (2)


22



1,260



140



1,422Net embedded derivatives within asset host contracts (3)










764



764Separate account assets (4)


43,460



172



164



43,796Total assets

$
44,540


$
36,594


$
5,249


$
86,383LiabilitiesDerivative liabilities (2)

$
7


$
221


$
3


$
231Net embedded derivatives within liability host contracts (3)










386



386Total liabilities

$
7


$
221


$
389


$
617     (1)
    
    Short-term investments as presented in the table above differ
    from the amounts presented in the consolidated balance sheet
    because certain short-term investments are not measured at
    estimated fair value (e.g. time deposits, money market funds,
    etc.). 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)
   (2)
    
    Derivative assets are presented within other invested assets and
    derivatives liabilities are presented within other liabilities.
    The amounts are presented gross in the table above to reflect
    the presentation in the consolidated balance sheet, but are
    presented net for purposes of the rollforward in the following
    tables.(3)
    
    Net embedded derivatives within asset host contracts are
    presented within premiums and other receivables. Equity
    securities also includes embedded derivatives of
    ($14) million. Net embedded derivatives within liability
    host contracts are presented within policyholder account
    balances and other liabilities.(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 fair value of separate account assets as prescribed by
    SOP 03-1.    Level 1
    This category includes certain U.S. Treasury and agency
    fixed maturity securities, exchange-traded common stock, 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. These fixed maturity securities include most
    U.S. Treasury and agency 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 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 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; residential mortgage-backed
    securities; 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. As it relates to derivatives this
    category includes: financial forwards including swap spread
    locks with maturities which extend beyond observable periods;
    equity variance swaps with unobservable volatility inputs;
    credit default swaps which are priced through independent broker
    quotations; equity options with unobservable volatility inputs;
    and interest rate caps and floors 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 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)
  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/UnrealizedImpact of





Gains (Losses) included in:


Purchases,Balance,


SFAS 157


Balance,





Other


Sales,


Transfer In


Balance,December 31,


and SFAS 159


Beginning





Comprehensive


Issuances and


and/or
    Out of


End of2007


Adoption (1)


of Period


Earnings (2, 3)


Income (Loss)


Settlements (4)


Level 3 (5)


Period(In millions)For the Nine Months Ended September 30, 2008Fixed maturity securities

$
4,602


$



$
4,602


$
(131
)

$
(549
)

$
(226
)

$
71


$
3,767Equity securities


556







556



(42
)


(55
)


(46
)


1



414Net derivatives (6)


108







108



80







(51
)






137Separate account assets (7)


183







183



(17
)










(2
)


164Net embedded derivatives (8)


125



92



217



103







58







378For the Three Months Ended September 30, 2008Fixed maturity securities










3,974



(97
)


(274
)


80



84



3,767Equity securities










471



(28
)


(13
)


(11
)


(5
)


414Net derivatives (6)










104



55







(22
)






137Separate account assets (7)










176



(12
)














164Net embedded derivatives (8)










259



101







18







378     (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 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 is reported within the earnings
    caption of total gains/(losses). Lapses associated with embedded
    derivatives are included with 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 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 (out) of
    Level 3 occurred at the beginning of the period. Items
    transferred in and out in the same period are excluded from the
    rollforward.(6)
    
    Freestanding derivative assets and liabilities are presented net
    for purposes of the rollforward. 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)
   (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/UnrealizedGains (Losses) included inNet Investment


Net InvestmentIncome


Gains (Losses)


Total(In millions)For the Nine Months Ended September 30, 2008Fixed maturity securities

$
4


$
(135
)

$
(131
)Equity securities






(42
)


(42
)Net derivatives






80



80Net embedded derivatives






103



103For the Three Months Ended September 30, 2008Fixed maturity securities


3



(100
)


(97
)Equity securities






(28
)


(28
)Net derivatives






55



55Net embedded derivatives






101



101
     Changes in Unrealized Gains (Losses)Relating to Assets Held at September 30, 2008Net Investment


InvestmentIncome


Gains (Losses)


Total(In millions)For the Nine Months Ended September 30, 2008Fixed maturity securities

$
4


$
(104
)

$
(100
)Equity securities






(30
)


(30
)Net derivatives






59



59Net embedded derivatives






93



93For the Three Months Ended September 30, 2008Fixed maturity securities


2



(82
)


(80
)Equity securities






(28
)


(28
)Net derivatives






49



49Net embedded derivatives






97



97   Non-Recurring
    Fair Value Measurements
   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)
  held-for-investment held-for-sale.
    12.
    Related
    Party Transactions  Service
    Agreements
      Reinsurance
    Transactions
     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)
    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,As Restated,





As Restated,2008


2007


2008


2007(In millions)Assumed premiums

$
6


$
3


$
13


$
12Assumed fees, included in universal life and investment-type
    product policy fees

$
35


$
27


$
113


$
90Assumed benefits, included in policyholder benefits and claims

$
5


$
4


$
23


$
13Assumed benefits, included in interest credited to policyholder
    account balances

$
14


$
13


$
42


$
40Assumed acquisition costs, included in other expenses

$
16


$
5


$
45


$
30Ceded premiums

$
28


$
9


$
76


$
23Ceded fees, included in universal life and investment-type
    product policy fees

$
(9
)

$
57


$
76


$
158Interest earned on ceded reinsurance, included in other revenues

$
20


$
22


$
60


$
65Ceded benefits, included in policyholder benefits and claims

$
71


$
34


$
181


$
83Ceded benefits, included in interest credited to policyholder
    account balances

$
6


$



$
15


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

$
19


$
15


$
55


$
43         13.
    Subsequent
    Event   46




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q. Form 10-K Form 10-K/A,
    and/or
   47




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##### Table of Contents



Business
    Summary
    of Critical Accounting Estimates
    (i)
    the 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 fair value of embedded derivatives requiring
    bifurcation;(vi)
    the 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 tax
    assets;(xi)
    accounting for reinsurance transactions; and(xii)
    the liability for litigation and regulatory matters.   48




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##### Table of Contents



Results
    of Operations
  Discussion
    of Results
    Nine Months EndedSeptember 30,As Restated,2008


2007 (1)(In millions)RevenuesPremiums

$
310


$
263Universal life and investment-type product policy fees


1,208



1,033Net investment income


1,968



2,183Other revenues


169



188Net investment gains (losses)


(91
)


(249
)Total revenues


3,564



3,418ExpensesPolicyholder benefits and claims


813



722Interest credited to policyholder account balances


849



967Other expenses


1,219



999Total expenses


2,881



2,688Income from continuing operations before provision for income tax


683



730Provision for income tax


179



201Income from continuing operations


504



529Income from discontinued operations, net of income tax






4Net income

$
504


$
533     (1)
    
    During the first quarter of 2008, the Company identified several
    foreign currency related matters which required restatement of
    the Companys December 31, 2007 consolidated financial
    statements. The consolidated financial statements were restated
    in the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2007 (as amended on
    Form 10-K/A,
    the 2007 Annual Report) filed with the
    U.S. Securities and Exchange Commission. The Company also
    revised its consolidated financial statements for the quarter
    ended September 30, 2007 in the aforementioned
    Form 10-K/A.
    The Companys net income for the quarter ended
    September 30, 2007 increased by $36 million as a
    result of the correction of such matters. The consolidated
    financial statements as of and for the three and nine months
    ended September 30, 2007, as presented herein, have been
    restated for the effects of such adjustments.  Income
    from Continuing Operations
     49




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##### Table of Contents




    An increase in DAC amortization of $96 million, net of
    income tax, within the Individual segment, primarily related to
    changes in managements assumptions used to determine
    estimated gross profits and margins associated with unfavorable
    equity market performance and net investment gains, during the
    current period, and business growth. This increase in DAC was
    partially offset by higher DAC amortization in the Institutional
    segment in the prior period due to the adoption of Statement of
    Position (SOP) 05-1, Accounting by Insurance
    Enterprises for Deferred Acquisition Costs in Connection with
    Modifications or Exchanges or Insurance Contracts
    (SOP 05-1).
    An increase in other expenses of $47 million, net of income
    tax, due primarily to higher non-deferrable volume related
    expenses and higher interest expenses, which decreased income
    from continuing operations.
    An increase in interest credited to policyholder account
    balances of $36 million, net of income tax, due primarily
    to lower amortization of the excess interest reserves on
    acquired annuity and universal life blocks of business.
    A decrease in underwriting results of $24 million, net of
    income tax, primarily due to a $16 million decrease for
    life products. There were also decreases in the underwriting
    results for the retirement & savings and non-medical
    health & other businesses of $8 million and
    $5 million, respectively, both net of income tax. This was
    partially offset by a $5 million increase in the group life
    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.
    Increase in policyholder benefits and claims of
    $24 million, net of income tax, primarily due to higher
    guaranteed annuity benefit rider costs and higher amortization
    of sales inducements.
    A decrease in net investment income of $20 million, net of
    income tax, primarily due to reduced yields on other limited
    partnerships including hedge funds and real estate joint
    ventures.
    A decrease in interest margins of $18 million, net of
    income tax. Management primarily attributes this to a decrease
    of $50 million, net of income tax, in the annuity business,
    partially offset by an increase of $36 million, net of
    income tax, in the retirement & savings business.
    Interest margin is the difference between interest earned and
    interest credited to policyholder account balances. Interest
    earned approximates net investment income on investable assets
    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 year 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 reflect market interest rate
    movements and may reflect actions by management to respond to
    competitive pressures and, therefore, generally does not
    introduce volatility in expense. 50




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##### Table of Contents




    An increase in universal life and investment-type product policy
    fees combined with other revenues of $105 million, net of
    income tax, primarily related to growth in the life products and
    a reinsurance agreement with an affiliate, which resulted in
    higher fees driven by an experience rate refund.
    An increase in net investment income on blocks of business not
    driven by interest margins of $18 million, net of income
    tax.
    There was also an increase in income from continuing operations
    of $6 million, net of income tax, from the Ireland
    operations, due to an increase in fees and a decrease in
    interest credited to unit-linked policyholder liabilities
    reflecting the losses of the investment securities backing these
    liabilities.    Revenues
          Expenses
     51




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##### Table of Contents



Extraordinary
    Market Conditions
           52




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##### Table of Contents



September 30, 2008


October 28, 2008Cash


% of


Cash


% ofCollateral


Total


Collateral


Total(In millions)Open

$
2,750



29.7
%

$
2,582



39.7
%Less than 90 days


6,260



67.5



3,660



56.3Greater than 90 days


260



2.8



256



4.0Total

$
9,270



100.0
%

$
6,498



100.0
%          53




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##### Table of Contents



Insurance
    Regulations
      Adoption
    of New Accounting Pronouncements
  Fair
    Value
  Fair Value
    Measurements
   54




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##### Table of Contents



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 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 fair value
    requires significant management judgment or estimation.  Disclosures about Fair Value of Financial Instruments
    Investments
  available-for-sale
     55




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##### Table of Contents



Derivative
    Financial Instruments
         56




---



##### Table of Contents



Embedded
    Derivatives
           57




---



##### Table of Contents



The
    Fair Value Option for Financial Assets and Financial
    Liabilities instrument-by-instrument
  No. FAS 157-1, Application of FASB Statement No. 157 to FASB Statement
    No. 13 and Other Accounting Pronouncements That Address
    Fair Value Measurements for Purposes of Lease Classification or
    Measurement under Statement 13 (FSP 157-1). FSP 157-1 Accounting for Leases FSP No. FAS 157-2, Effective Date of FASB Statement No. 157
  FSP No. FAS 157-3, Determining the Fair Value of a Financial Asset When the
    Market for That Asset is Not Active (FSP 157-3). FSP 157-3 FSP 157-3
  Other
  FSP No. FIN 39-1, Amendment of FASB Interpretation No. 39 (FSP 39-1). FSP 39-1 Offsetting of Amounts
    Related to Certain Contracts FSP 39-1 FSP 39-1, FSP 39-1
  Accounting for Derivative Instruments
    and Hedging Activities E-23, Clarification of the Application of the Shortcut Method E-23). E-23
 58




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##### Table of Contents



E-23
  Future
    Adoption of New Accounting Pronouncements
  Business
    Combinations
  Business Combinations  A
    Replacement of FASB Statement No. 141 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.
    Certain acquired contingent liabilities are recorded at fair
    value at the acquisition date and subsequently measured at
    either the higher of such amount or the amount determined under
    existing guidance for non-acquired contingencies.
    Changes in deferred 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.
    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.    FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP 142-3). FSP 142-3 Goodwill and Other Intangible
    Assets FSP 142-3
  Derivatives
  FSP No. 133-1 FIN 45-4, Disclosures about Credit Derivatives and Certain
    Guarantees  An Amendment of FASB Statement
    No. 133 and FASB Interpretation No. 45; and
    Clarification of the Effective Date of FASB Statement
    No. 161 (FSP 133-1 FIN 45-4). FSP 133-1
 59




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##### Table of Contents



FIN 45-4 Guarantors Accounting and
    Disclosure Requirements for Guarantees, Including Indirect
    Guarantees of Indebtedness of Others  An
    Interpretation of FASB Statements No. 5, 57, and 107 and
    Rescission of FASB Interpretation No. 34 FSP 133-1 FIN 45-4 FSP 133-1 FIN 45-4
  Disclosures about Derivative Instruments and Hedging
    Activities An Amendment of FASB Statement
    No. 133
  Other
  No. 08-5, Issuers Accounting for Liabilities Measured at Fair
    Value with a Third-Party Credit Enhancement (EITF
    08-5). 08-5 08-5 08-5 08-5
  FSP No. FAS 140-3, Accounting for Transfers of Financial Assets and Repurchase
    Financing Transactions (FSP 140-3). FSP 140-3 FSP 140-3 FSP 140-3
  No. 07-6, Accounting for the Sale of Real Estate When the Agreement
    Includes a Buy-Sell Clause 07-6). 07-6 07-6 07-6
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk     60




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##### Table of Contents



Risk
    Measurement: Sensitivity Analysis
    
    the net present values of the Companys interest rate
    sensitive exposures resulting from a 10% change (increase or
    decrease) in interest rates;
    the market value of the Companys equity positions due to a
    10% change (increase or decrease) in equity prices; and
    the U.S. dollar equivalent balances of the Companys
    currency exposures due to a 10% change (increase or decrease) in
    currency exchange rates.    
    the market risk information is limited by the assumptions and
    parameters established in creating the related sensitivity
    analysis;
    for 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.        September 30, 2008(In millions)Non-trading:Interest rate risk

$
614Equity price risk

$
119Foreign currency exchange rate risk

$
33  61




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##### Table of Contents



As of September 30, 2008Assuming aEstimated


10% IncreaseNotional


Fair


in theAmount


Value


Yield Curve(In millions)Assets:Fixed maturity securities





$
39,538


$
(754
)Equity securities






718



Mortgage and consumer loans






4,376



(33
)Policy loans






1,256



(10
)Short-term investments






524



Cash and cash equivalents






3,313



Mortgage loan commitments

$
339



(14
)


Commitments to fund bank credit facilities and private corporate
    bond investments


413



(43
)


Commitments to fund partnership investments


1,584







Total assets









$
(797
)Liabilities:Policyholder account balances





$
20,316


$
350Long-term debt  affiliated






624



12Payables for collateral under securities loaned and other
    transactions






10,099



Total Liabilities









$
362Other:Derivative Instruments (designated hedges or otherwise)Interest rate swaps

$
7,040


$
288


$
(13
)Interest rate floors


12,071



174



(37
)Interest rate caps


3,516



11



5Financial futures


1,458



15



(96
)Foreign currency swaps


3,724



561



(30
)Foreign currency forwards


106



2



Options


838



120



(7
)Financial forwards


1,009



16



(1
)Credit default swaps


399



4



Total Other









$
(179
)Net change









$
(614
)    62




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##### Table of Contents



Item 4(T).
    Controls
    and Procedures  Rules 13a-15(e)
  Rule 13a-15(f)
 Part II 
    Other Information  Item 1.
    Legal
    Proceedings      Item 1A.
    Risk
    Factors    Adverse
    Capital and Credit Market Conditions May Significantly Affect
    Our Ability to Meet Liquidity Needs, Access to Capital and Cost
    of Capital
           63




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##### Table of Contents



Difficult
    Conditions in the Global Capital Markets and the Economy
    Generally May Materially Adversely Affect Our Business and
    Results of Operations and We Do Not Expect These Conditions to
    Improve in the Near Future
  sub-prime
      There
    Can be No Assurance that Actions of the U.S. Government, Federal
    Reserve and Other Governmental and Regulatory Bodies for the
    Purpose of Stabilizing the Financial Markets Will Achieve the
    Intended Effect
   64




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##### Table of Contents



The
    Impairment of Other Financial Institutions Could Adversely
    Affect Us
    Our
    Participation in a Securities Lending Program Subjects Us to
    Potential Liquidity and Other Risks
     65




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##### Table of Contents



We are
    Exposed to Significant Financial and Capital Markets Risk which
    May Adversely Affect Our Results of Operations, Financial
    Condition and Liquidity, and Our Net Investment Income can Vary
    from Period to Period
    other-than-temporary
 66




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##### Table of Contents



Our
    Requirements to Pledge Collateral Related to Declines in Value
    of Specified Assets May Adversely Affect Our Liquidity and
    Expose Us to Counterparty Credit Risk
    Defaults
    on Our Mortgage and Consumer Loans and Volatility in Performance
    May Adversely Affect Our Profitability
     67




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##### Table of Contents



Our
    Investments are Reflected Within the Consolidated Financial
    Statements Utilizing Different Accounting Basis and Accordingly
    We May Not Have Recognized Differences, Which May Be
    Significant, Between Cost and Fair Value in our Consolidated
    Financial Statements
    
    Fixed maturity and equity securities are classified as
    available-for-sale,
    and are reported at their estimated fair value. Unrealized
    investment gains and losses on these securities are recorded as
    a separate component of other comprehensive income or loss, net
    of policyholder related amounts and deferred income taxes.
    Short-term investments include investments with remaining
    maturities of one year or less, but greater than three months,
    at the time of acquisition and are stated at amortized cost,
    which approximates fair value.
    Mortgage and consumer loans are stated at unpaid principal
    balance, adjusted for any unamortized premium or discount,
    deferred fees or expenses, net of valuation allowances.
    Policy loans are stated at unpaid principal balances.
    Real estate joint ventures and other limited partnership
    interests in which we have more than a minor equity interest or
    more than a minor influence over the joint ventures or
    partnerships operations, but where we do not have a
    controlling interest and are not the primary beneficiary, are
    carried using the equity method of accounting. We use the cost
    method of accounting for investments in real estate joint
    ventures and other limited partnership interests in which it has
    a minor equity investment and virtually no influence over the
    joint ventures or the partnerships operations.
    Other invested assets consist of derivatives with positive fair
    values. Derivatives are carried at fair value with changes in
    fair value reflected in income from non-qualifying derivatives
    and derivatives in fair value hedging relationships. Derivatives
    in cash flow hedging relationships are reflected as a separate
    component of other comprehensive income or loss.    Our
    Valuation of Fixed Maturity and Equity Securities May Include
    Methodologies, Estimations and Assumptions Which Are Subject to
    Differing Interpretations and Could Result in Changes to
    Investment Valuations that May Materially Adversely Affect Our
    Results of Operations or Financial Condition
    Level 1
    Unadjusted quoted prices in active markets for identical assets
    or liabilities. We define 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. 68




---



##### Table of Contents



Level 3
    Unobservable inputs that are supported by little or no market
    activity and are significant to the 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 fair value
    requires significant management judgment or estimation.  exchange-traded sub-prime
      sub-prime and/or period-to-period
 69




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##### Table of Contents



Some
    of Our Investments Are Relatively Illiquid and Are in Asset
    Classes that Have Been Experiencing Significant Market Valuation
    Fluctuations
        The
    Determination of the Amount of Allowances and Impairments Taken
    on Our Investments is Highly Subjective and Could Materially
    Impact Our Results of Operations or Financial
    Position
    other-than-temporary case-by-case
  sub-sector;
 70




---



##### Table of Contents



Changes
    in Market Interest Rates May Significantly Affect Our
    Profitability
        Industry
    Trends Could Adversely Affect the Profitability of Our
    Businesses
      Regulatory Changes.
 71




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##### Table of Contents



Pension Plans.
  A
    Decline in Equity Markets or an Increase in Volatility in Equity
    Markets May Adversely Affect Sales of Our Investment Products
    and Our Profitability
          If Our
    Business Does Not Perform Well, We May Be Required to Recognize
    an Impairment of Our Goodwill or Other Long-Lived Assets or to
    Establish a Valuation Allowance Against the Deferred Income Tax
    Asset, Which Could Adversely Affect Our Results of Operations or
    Financial Condition
       72




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##### Table of Contents



long-lived
  Competitive
    Factors May Adversely Affect Our Market Share and
    Profitability
  e-business
      We May
    be Unable to Attract and Retain Sales Representatives for Our
    Products
    Differences
    Between Actual Claims Experience and Underwriting and Reserving
    Assumptions May Adversely Affect Our Financial
    Results
     73




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##### Table of Contents



MetLifes
    Risk Management Policies and Procedures May Leave Us Exposed to
    Unidentified or Unanticipated Risk, Which Could Negatively
    Affect Our Business
  up-to-date
  Catastrophes
    May Adversely Impact Liabilities for Policyholder Claims and
    Reinsurance Availability
        A
    Downgrade or a Potential Downgrade in Our Financial Strength
    Ratings or that of MetLifes Other Insurance Subsidiaries,
    or MetLifes Credit Ratings Could Result in a Loss of
    Business and Materially Adversely Affect Our Financial Condition
    and Results of Operations
   74




---



##### Table of Contents




    reducing new sales of insurance products, annuities and other
    investment products;
    adversely affecting our relationships with our sales force and
    independent sales intermediaries;
    materially increasing the number or amount of policy surrenders
    and withdrawals by contractholders and policyholders;
    requiring us to reduce prices for many of our products and
    services to remain competitive; and
    adversely affecting our ability to obtain reinsurance at
    reasonable prices or at all.        Guarantees
    Within Certain of Our Products that Protect Policyholders
    Against Significant Downturns in Equity Markets May Decrease Our
    Earnings, Increase the Volatility of Our Results If Hedging or
    Risk Management Strategies Prove Ineffective, Result in Higher
    Hedging Costs, Expose Us to Increased Counterparty Risk and
    Result in Own Credit Exposure
    If Our
    Business Does Not Perform Well or if Actual Experience Versus
    Estimates Used in Valuing and Amortizing DAC and VOBA Vary
    Significantly, We May Be Required to Accelerate the Amortization
    and/or
    Impair the DAC and VOBA Which Could Adversely Affect Our Results
    of Operations or Financial Condition
   75




---



##### Table of Contents



Defaults,
    Downgrades or Other Events Impairing the Value of Our Fixed
    Maturity Securities Portfolio May Reduce Our
    Earnings
    Fluctuations
    in Foreign Currency Exchange Rates and Foreign Securities
    Markets Could Negatively Affect Our Profitability
  non-U.S. non-U.S.
 76




---



##### Table of Contents



Reinsurance
    May Not Be Available, Affordable or Adequate to Protect Us
    Against Losses
    If the
    Counterparties to Our Reinsurance or Indemnification
    Arrangements or to the Derivative Instruments We Use to Hedge
    Our Business Risks Default or Fail to Perform, We May Be Exposed
    to Risks We Had Sought to Mitigate, Which Could Materially
    Adversely Affect Our Financial Condition and Results of
    Operations
      Our
    Insurance Businesses Are Heavily Regulated, and Changes in
    Regulation May Reduce Our Profitability and Limit Our
    Growth
      
    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; 77




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##### Table of Contents




    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.      and/or
         78




---



##### Table of Contents



Litigation
    and Regulatory Investigations Are Increasingly Common in Our
    Businesses and May Result in Significant Financial Losses and
    Harm to Our Reputation
            Changes
    in Accounting Standards Issued by the Financial Accounting
    Standards Board or Other Standard-Setting Bodies May Adversely
    Affect Our Financial Statements
  and/or Form 10-K Form 10-Q.
 79




---



##### Table of Contents



Changes
    in U.S. Federal and State Securities Laws and Regulations May
    Affect Our Operations and Our Profitability
  sub-accounts,
    Changes
    in Tax Laws Could Make Some of Our Products Less Attractive to
    Consumers; Changes in Tax Laws, Tax Regulations, or
    Interpretations of Such Laws or Regulations Could Increase Our
    Corporate Taxes
     80




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##### Table of Contents



The
    Continued Threat of Terrorism and Ongoing Military Actions May
    Adversely Affect the Level of Claim Losses We Incur and the
    Value of Our Investment Portfolio
    The
    Occurrence of Events Unanticipated In MetLifes Disaster
    Recovery Systems and Management Continuity Planning Could Impair
    Our Ability to Conduct Business Effectively
    We
    Face Unforeseen Liabilities or Asset Impairments Arising from
    Possible Acquisitions and Dispositions of
    Businesses
   81




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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  82




---



##### Table of Contents



Signatures       By:
    /s/  Joseph
    Prochaska, Jr.   Title:
    Executive Vice-President and Chief Accounting Officer    83




---



##### Table of Contents



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