##### 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, 2006ORo

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.)One Cityplace, Hartford,
    Connecticut

06103-3415(Address of principal executive
    offices)

(Zip
    Code)    (860) 308-1000 (Registrants telephone
    number, including area code)
  þ o
  Rule 12b-2
   o o þ
  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.




---



##### 



Table of
    Contents
  PagePart I 
    Financial InformationItem 1.  Financial
    Statements


4Interim Condensed
    Consolidated Balance Sheets at September 30, 2006
    (SUCCESSOR) (Unaudited) and December 31, 2005
    (SUCCESSOR)


4Interim Condensed
    Consolidated Statements of Income for the Three Months Ended
    September 30, 2006 (SUCCESSOR) (Unaudited) and 2005
    (SUCCESSOR) (Unaudited) and the Nine Months Ended
    September 30, 2006 (SUCCESSOR) (Unaudited) and the Six
    Months Ended June 30, 2005 (PREDECESSOR)
    (Unaudited)


5Interim Condensed
    Consolidated Statement of Stockholders Equity for the Nine
    Months Ended September 30, 2006 (SUCCESSOR)
    (Unaudited)


6Interim Condensed
    Consolidated Statements of Cash Flows for the Nine Months Ended
    September 30, 2006 (SUCCESSOR) (Unaudited) and the Three
    Months Ended September 30, 2005 (SUCCESSOR) (Unaudited) and
    the Six Months Ended June 30, 2005 (PREDECESSOR)
    (Unaudited)


7Notes to Interim
    Condensed Consolidated Financial Statements
    (Unaudited)


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


39Item 4.  Controls
    and Procedures


47Part II 
    Other InformationItem 1.  Legal
    Proceedings


48Item 6.  Exhibits


49Signatures


50Exhibit Index


E-1EX-10.1: TRANSFER AGREEMENTEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   2




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##### Table of Contents



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
  (In millions, except share and per share data)
  SUCCESSORSeptember 30,


December 31,2006


2005AssetsInvestments:Fixed maturities
    available-for-sale,
    at fair value (amortized cost: $44,838
    and $48,848, respectively)

$
44,099


$
48,162Trading securities, at fair value
    (cost: $0 and $457, respectively)






452Equity securities
    available-for-sale,
    at fair value (cost: $373 and $424, respectively)


376



421Mortgage and consumer loans


2,539



2,094Policy loans


882



881Real estate and real estate joint
    ventures
    held-for-investment


161



91Real estate
    held-for-sale


5



5Other limited partnership interests


1,055



1,248Short-term investments


1,833



1,486Other invested assets


1,181



1,029Total investments


52,131



55,869Cash and cash equivalents


957



521Accrued investment income


531



549Premiums and other receivables


5,708



5,299Deferred policy acquisition costs
    and value of business acquired


3,663



3,701Current income tax recoverable


21



1Deferred income tax assets


1,176



1,283Goodwill


885



856Other assets


201



154Separate account assets


30,437



31,238Total assets

$
95,710


$
99,471Liabilities and
    Stockholders EquityLiabilities:Future policy benefits

$
18,078


$
18,077Policyholder account balances


30,725



32,986Other policyholder funds


281



287Payables for collateral under
    securities loaned and other transactions


9,038



8,750Other liabilities


980



1,477Separate account liabilities


30,437



31,238Total liabilities


89,539



92,815Contingencies, commitments and
    guarantees (Note 4)Stockholders Equity:Common stock, par value
    $2.50 per share; 40,000,000 shares authorized,
    issued and outstanding


100



100Additional paid-in capital


6,465



6,684Retained earnings


10



241Accumulated other comprehensive
    income (loss)


(404
)


(369
)Total stockholders equity


6,171



6,656Total liabilities and
    stockholders equity

$
95,710


$
99,471   See accompanying notes to interim condensed consolidated
    financial statements.
 4




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##### Table of Contents



MetLife
    Insurance Company of Connecticut (A
    Wholly-Owned Subsidiary of MetLife, Inc.)Interim Condensed Consolidated Statements of
    Income
    For the Three Months Ended September 30, 2006 and 2005and the Nine Months Ended September 30, 2006 and the
    Six Months Ended June 30, 2005 (Unaudited)
    (In millions)
  SUCCESSOR


SUCCESSOR


SUCCESSOR


PREDECESSORThree Months Ended


Nine Months Ended


Three Months Ended


Six Months EndedSeptember 30,


September 30,


September 30,


June 30,2006


2005


2006


2005


2005RevenuesPremiums

$
46


$
161


$
168


$
161


$
325Universal life and investment-type
    product policy fees


208



211



667



211



406Net investment income


603



619



1,945



619



1,608Other revenues


24



41



76



41



113Net investment gains (losses)


(53
)


(25
)


(347
)


(25
)


26Total revenues


828



1,007



2,509



1,007



2,478ExpensesPolicyholder benefits and claims


135



298



523



298



599Interest credited to policyholder
    account balances


282



262



810



262



698Other expenses


174



170



572



170



440Total expenses


591



730



1,905



730



1,737Income from continuing operations
    before provision for income taxes


237



277



604



277



741Provision for income taxes


71



90



177



90



205Income from continuing operations


166



187



427



187



536Income from discontinued
    operations, net of
    income taxes


















240Net income

$
166


$
187


$
427


$
187


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




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##### Table of Contents



MetLife
    Insurance Company of Connecticut (A
    Wholly-Owned Subsidiary of MetLife, Inc.)Interim Condensed Consolidated Statement of
    Stockholders EquityFor the Nine Months Ended September 30, 2006
    (Unaudited)
    (In millions)
  Accumulated Other Comprehensive Income (Loss)Net


ForeignAdditional





Unrealized


CurrencyCommon


Paid-in


Retained


Investment


TranslationStock


Capital


Earnings


Gains (Losses)


Adjustment


TotalBalance at January 1, 2006
    (SUCCESSOR)

$
100


$
6,684


$
241


$
(371)


$
2


$
6,656Revisions of purchase price pushed
    down to MetLife Insurance Company of Connecticuts net
    assets acquired (See Note 1)






40















40Dividend paid to MetLife, Inc.






(259
)


(658)











(917
)Comprehensive income (loss):Net income










427











427Other comprehensive income (loss):Unrealized gains (losses) on
    derivative instruments, net of
    income taxes














(4
)






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














(27
)






(27
)Foreign currency translation
    adjustments, net of income taxes


















(4
)


(4
)Other comprehensive income (loss)






















(35
)Comprehensive income (loss)






















392Balance at September 30, 2006
    (SUCCESSOR)

$
100


$
6,465


$
10


$
(402
)

$
(2)


$
6,171   See accompanying notes to interim condensed consolidated
    financial statements.
 6




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##### Table of Contents



MetLife
    Insurance Company of Connecticut (A
    Wholly-Owned Subsidiary of MetLife, Inc.)Interim Condensed Consolidated Statements of
    Cash FlowsFor the Nine Months Ended September 30, 2006 and the
    Three Months Ended September 30, 2005
 and the Six Months Ended June 30, 2005 (Unaudited)
  (In millions)
  SUCCESSOR


SUCCESSOR


PREDECESSORNine Months Ended


Three Months Ended


Six Months EndedSeptember 30,


September 30,


June 30,2006


2005


2005Net cash provided by (used in)
    operating activities

$
905


$
(438
)

$
1,208Cash flows from investing
    activitiesSales, maturities and repayments of:Fixed maturities


19,560



11,818



7,437Equity securities


140



102



108Mortgage and consumer loans


527



511



288Real estate and real estate joint
    ventures


115



54



146Other limited partnership interests


680



91



125Purchases of:Fixed maturities


(16,250)



(17,399)



(6,902
)Equity securities


(55
)






(120
)Mortgage and consumer loans


(982
)


(305
)


(452
)Real estate and real estate joint
    ventures


(43
)


(13
)


(11
)Other limited partnership interests


(269
)


(43
)


(136
)Net change in policy loans


(1
)


1



204Net change in short-term investments


(348
)


131



1,102Net change in other invested assets


(211
)


47



(206
)Other, net


2



5



Net cash provided by (used in)
    investing activities


2,865



(5,000
)


1,583Cash flows from financing
    activitiesPolicyholder account balances:Deposits


1,647



5,537



3,252Withdrawals


(4,352
)


(6,151
)


(4,177
)Net change in payable for
    collateral under securities loaned
    and other transactions


288



7,142



(943
)Dividends on common stock


(917
)






(675
)Restructuring transactions










(259
)Other, net






(25
)


Net cash (used in) provided by
    financing activities


(3,334
)


6,503



(2,802
)Change in cash and cash equivalents


436



1,065



(11
)Cash and cash equivalents,
    beginning of period


521



443



246Cash and cash equivalents, end
    of period

$
957


$
1,508


$
235Cash and cash equivalents,
    subsidiaries transferred, beginning of period

$



$



$
31Cash and cash equivalents,
    subsidiaries transferred, end of period

$



$



$
Cash and cash equivalents, from
    continuing operations,
    beginning of period

$
521


$
443


$
215Cash and cash equivalents, from
    continuing operations, end of period

$
957


$
1,508


$
235Supplemental disclosures of cash
    flow information:Net cash paid during the period for:Income taxes from continuing
    operations

$
70


$



$
406Income taxes, subsidiaries
    transferred

$



$



$
99Non-cash transactions during the
    period:Business dispositions:Assets of subsidiaries distributed
    to parent in  restructuring transactions

$



$



$
10,472Liabilities of subsidiaries
    distributed to parent in  restructuring transactions










6,014Net assets of subsidiaries
    distributed to parent in  restructuring transactions

$



$



$
4,458Less: cash disposed










25Business dispositions, net of cash
    disposed

$



$



$
4,433      See accompanying notes to interim condensed consolidated
    financial statements.
 7




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##### Table of Contents



MetLife
    Insurance Company of Connecticut
   Notes to
    Interim Condensed Consolidated Financial Statements
    (Unaudited)  1.
    Summary
    of Accounting Policies  Business
      Acquisition
    Business Combinations Goodwill and Other Intangible
    Assets Push Down Basis of Accounting Required in Certain Limited
    Circumstances
  Purchase
    Price Allocation and Goodwill
     8




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
     SUCCESSORAs of July 1, 2005(In millions)Total purchase price





$
12,084Purchase price attributed to other
    affiliates






5,260Purchase price attributed to the
    Company






6,824Net assets acquired prior to
    purchase accounting adjustments

$
8,207Adjustments to reflect assets
    acquired at fair value:Fixed maturities
    available-for-sale


(2
)Mortgage loans on real estate


72Real estate and real estate joint
    ventures
    held-for-investment


39Other limited partnership interests


48Other invested assets


(36
)Premiums and other receivables


1,001Elimination of historical deferred
    policy acquisition costs


(3,052
)Value of business acquired


3,490Value of distribution agreements
    and customer relationships acquired


73Net deferred income tax assets


1,751Elimination of historical goodwill


(196
)Other assets


(11
)Adjustments to reflect
    liabilities assumed at fair value:Future policy benefits


(3,766
)Policyholder account balances


(1,870
)Other liabilities


191Net fair value of assets
    acquired and liabilities assumed






5,939Goodwill resulting from the
    Acquisition





$
885     SUCCESSORAs of July 1, 2005(In millions)Institutional

$
312Individual


163Corporate & Other


410Total

$
885    9




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   Condensed
    Statement of Net Assets Acquired
    SUCCESSORAs of July 1, 2005(In millions)Assets:Fixed maturities
    available-for-sale

$
41,210Trading securities


555Equity securities
    available-for-sale


641Mortgage loans on real estate


2,363Policy loans


884Real estate and real estate joint
    ventures
    held-for-investment


126Other limited partnership interests


1,120Short-term investments


2,225Other invested assets


1,205Total investments


50,329Cash and cash equivalents


443Accrued investment income


494Premiums and other receivables


4,688Value of business acquired


3,490Goodwill


885Other intangible assets


73Deferred income tax assets


1,178Other assets


730Separate account assets


30,427Total assets acquired


92,737Liabilities:Future policy benefits


17,565Policyholder account balances


34,251Other policyholder funds


115Current income taxes payable


36Other liabilities


3,519Separate account liabilities


30,427Total liabilities assumed


85,913Net assets acquired

$
6,824   Basis
    of Presentation   10




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
           Form 10-K
 11




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   Federal
    Income Taxes
    Adoption
    of New Accounting Pronouncements    
    Effective January 1, 2006, the Company adopted
    prospectively SFAS No. 155, Accounting for Certain
    Hybrid Instruments(SFAS 155).
    SFAS 155 amends SFAS No. 133, Accounting for
    Derivative Instruments and Hedging
    (SFAS 133) and SFAS No. 140,
    Accounting for Transfers and Servicing of Financial Assets
    and Extinguishments of Liabilities(SFAS 140). SFAS 155 allows financial
    instruments that have embedded derivatives to be accounted for
    as a whole, eliminating the need to bifurcate the derivative
    from its host, if the holder elects to account for the whole
    instrument on a fair value basis. In addition, among other
    changes, SFAS 155 (i) clarifies which interest-only
    strips and principal-only strips are not subject to the
    requirements of SFAS 133; (ii) establishes a
    requirement to evaluate interests in securitized financial
    assets to identify interests that are freestanding derivatives
    or that are hybrid financial instruments that contain an
    embedded derivative requiring bifurcation; (iii) clarifies
    that concentrations of credit risk in the form of subordination
    are not embedded derivatives; and (iv) eliminates the
    prohibition on a qualifying special-purpose entity
    (QSPE) from holding a derivative financial
    instrument that pertains to a beneficial interest other than
    another derivative financial interest. The adoption of
    SFAS 155 did not have a material impact on the
    Companys unaudited interim condensed consolidated
    financial statements.
    Effective January 1, 2006, the Company adopted
    prospectively SFAS 133 Implementation Issue No. B38,
    Embedded Derivatives: Evaluation of Net Settlement with
    Respect to the Settlement of a Debt Instrument through Exercise
    of an Embedded Put Option or Call Option(Issue
    B38) and SFAS 133 Implementation Issue No. B39,
    Embedded Derivatives: Application of Paragraph 13(b) to
    Call Options That Are Exercisable Only by the Debtor
    (Issue B39). Issue B38 clarifies that the potential
    settlement of a debtors obligation to a creditor occurring
    upon exercise of a put or call option meets the net settlement
    criteria of SFAS 133. Issue B39 clarifies that an embedded
    call option, in which the underlying is an interest rate or
    interest rate index, that can accelerate the settlement of a
    debt host financial instrument should not be bifurcated and fair
    valued if the right to accelerate the settlement can be
    exercised only by the debtor (issuer/borrower) and the investor
    will recover substantially all of its initial net investment.
    The adoption of Issues B38 and B39 did not have a material
    impact on the Companys unaudited interim condensed
    consolidated financial statements.  Accounting Changes and Error
    Corrections, a replacement of APB Opinion No. 20 and FASB
    Statement No. 3
 12




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   No. 04-5, Determining Whether a General Partner, or the General
    Partners as a Group, Controls a Limited Partnership or Similar
    Entity When the Limited Partners Have Certain Rights (EITF 04-5). EITF 04-5 EITF 04-5 EITF 04-5 EITF 04-5
  FAS 140-2, Clarification of the Application of Paragraphs 40(b) and
    40(c) of FAS 140
  Exchanges of Nonmonetary Assets, an
    amendment of APB Opinion No. 29
  No. 03-1, The Meaning of
    Other-Than-Temporary
    Impairment and Its Application to Certain Investments (EITF 03-1). EITF 03-1 other-than-temporary EITF 03-1 available-for-sale held-to-maturity Accounting for Certain
    Investments in Debt and Equity Securities other-than-temporary other-than-temporary FAS 115-1 FAS 124-1, The Meaning of
    Other-Than-Temporary
    Impairment and its Application to Certain Investments other-than-temporarily EITF 03-1.
  Future
    Adoption of New Accounting Pronouncements  Considering the Effects of
    Prior Year Misstatements when Quantifying Misstatements in
    Current Year Financial Statements
 13




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
     Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an amendment of FASB
    Statements No. 87, 88, 106, and SFAS No. 132(r),
  Fair Value Measurements
  Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    No. 109
 14




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   Accounting for Servicing of Financial Assets  an
    amendment of FASB Statement No. 140
  Accounting by Insurance Enterprises
    for Deferred Acquisition Costs in Connection with Modifications
    or Exchanges of Insurance Contracts (SOP 05-1). SOP 05-1 Accounting and Reporting by Insurance
    Enterprises for Certain Long-Duration Contracts and for Realized
    Gains and Losses from the Sale of Investments. SOP 05-1 SOP 05-1, SOP 05-1 SOP 05-1 SOP 05-1
 15




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   2.  Investments
  Fixed
    Maturities and Equity Securities
    Available-for-Sale
    SUCCESSORSeptember 30, 2006Cost or


GrossAmortized


Unrealized


Estimated


% ofCost


Gain


Loss


Fair Value


Total(In millions)U.S. corporate securities

$
15,800


$
49


$
469


$
15,380



34.8
%Residential mortgage-backed
    securities


11,436



26



101



11,361



25.8U.S. Treasury/agency
    securities


5,252



11



115



5,148



11.7Foreign corporate securities


5,668



54



155



5,567



12.6Commercial mortgage-backed
    securities


3,009



19



46



2,982



6.8Asset-backed securities


2,542



13



11



2,544



5.8State and political subdivision
    securities


629



4



36



597



1.4Foreign government securities


471



23



5



489



1.1Total bonds


44,807



199



938



44,068



100.0Redeemable preferred stock


31



1



1



31



Total fixed maturities

$
44,838


$
200


$
939


$
44,099



100.0
%Common stock

$
100


$
6


$
1


$
105



27.9
%Non-redeemable preferred stock


273



3



5



271



72.1Total equity securities

$
373


$
9


$
6


$
376



100.0
%   16




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   SUCCESSORDecember 31, 2005Cost or


GrossAmortized


Unrealized


Estimated


% ofCost


Gain


Loss


Fair Value


Total(In millions)U.S. corporate securities

$
16,788


$
45


$
393


$
16,440



34.1
%Residential mortgage-backed
    securities


11,304



14



121



11,197



23.2U.S. Treasury/agency
    securities


6,153



20



61



6,112



12.7Foreign corporate securities


5,323



30



139



5,214



10.8Commercial mortgage-backed
    securities


4,545



10



75



4,480



9.3Asset-backed securities


3,594



9



14



3,589



7.5State and political subdivision
    securities


632







25



607



1.3Foreign government securities


472



17



2



487



1.0Total bonds


48,811



145



830



48,126



99.9Redeemable preferred stock


37



1



2



36



0.1Total fixed maturities

$
48,848


$
146


$
832


$
48,162



100.0
%Common stock

$
97


$
4


$
3


$
98



23.3
%Non-redeemable preferred stock


327



1



5



323



76.7Total equity securities

$
424


$
5


$
8


$
421



100.0
%  17




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   Unrealized
    Loss for Fixed Maturities and Equity Securities
    Available-for-Sale
    SUCCESSORSeptember 30, 2006Less than 12 months


Equal to or Greater than 12 months


TotalGross





Gross





GrossEstimated


Unrealized


Estimated


Unrealized


Estimated


UnrealizedFair Value


Loss


Fair Value


Loss


Fair Value


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

$
4,579


$
130


$
8,085


$
339


$
12,664


$
469Residential mortgage-backed
    securities


4,554



29



3,151



72



7,705



101U.S. Treasury/agency
    securities


2,414



30



1,243



85



3,657



115Foreign corporate securities


1,802



46



2,672



109



4,474



155Commercial mortgage-backed
    securities


643



8



1,343



38



1,986



46Asset-backed securities


671



2



383



9



1,054



11State and political subdivision
    securities


72



2



385



34



457



36Foreign government securities


122



2



85



3



207



5Total bonds


14,857



249



17,347



689



32,204



938Redeemable preferred stocks


1







12



1



13



1Total fixed maturities

$
14,858


$
249


$
17,359


$
690


$
32,217


$
939Equity securities

$
23


$
1


$
66


$
5


$
89


$
6Total number of securities in an
    unrealized loss position


2,082







2,346







4,428    18




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   Aging
    of Gross Unrealized Loss for Fixed Maturities and Equity
    Securities
    Available-for-Sale
    SUCCESSORSeptember 30, 2006Cost 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)Less than six months

$
5,420


$
9


$
98


$
4



683



619Six months or greater but less
    than nine months


6,449



71



79



22



553



3Nine months or greater but less
    than twelve months


3,177



5



46



1



222



2Twelve months or greater


18,119



1



694



1



2,336



10Total

$
33,165


$
86


$
917


$
28



3,794



634   SUCCESSORDecember 31, 2005Cost 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)Less than six months

$
37,631


$
69


$
814


$
26



4,663



48Total

$
37,631


$
69


$
814


$
26



4,663



48        19




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
     SUCCESSORSeptember 30,


December 31,2006


2005Sector:U.S. corporates


50
%


47
%U.S. Treasury/agency
    securities


12



7Foreign corporates


16



17Residential mortgage-backed


11



14Commercial mortgage-backed


5



9Other


6



6Total


100
%


100
%Industry:Industrial


26
%


25
%Mortgage-backed


16



23Government


13



7Finance


21



18Utility


10



6Other


14



21Total


100
%


100
%     security-by-security other-than-temporarily other-than-temporary other-than-temporarily other-than-temporary
   20




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   other-than-temporarily
  Net
    Investment Income
    SUCCESSOR


SUCCESSOR

SUCCESSOR


PREDECESSORThree Months Ended


Nine Months Ended

Three Months Ended


Six Months EndedSeptember 30,


September 30,

September 30,


June 30,2006

2005


2006

2005


2005(In millions)Fixed maturities

$
616

$
564


$
1,872

$
564


$
1,173Equity securities


3


7



12


7



22Mortgage and consumer loans


37


52



107


52



82Policy loans


12


13



37


13



29Real estate and real estate joint
    ventures


2


2



6


2



19Other limited partnership interests


45


3



189


3



217Cash, cash equivalents and
    short-term investments


34


48



90


48



24Preferred stock of Citigroup
















73Other invested assets


1


(4
)


2


(4
)


3Total


750


685



2,315


685



1,642Less: Investment expenses


147


66



370


66



34Net investment income

$
603

$
619


$
1,945

$
619


$
1,608   Net
    Investment Gains (Losses)
    SUCCESSOR


SUCCESSOR


SUCCESSOR


PREDECESSORThree Months Ended


Nine Months Ended


Three Months Ended


Six Months EndedSeptember 30,


September 30,


September 30,


June 30,2006


2005


2006


2005


2005(In millions)Fixed maturities

$
(78
)

$
(73
)

$
(367
)

$
(73
)

$
17Equity securities


1



2



9



2



35Mortgage and consumer loans


(9
)


(6
)


(3
)


(6
)


1Real estate and real estate joint
    ventures


5



1



65



1



7Other limited partnership interests


(2
)






(2
)






2Derivatives


22



49



116



49



(402
)Other


8



2



(165
)


2



366Net investment gains (losses)

$
(53
)

$
(25
)

$
(347
)

$
(25
)

$
26    21




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   other-than-temporarily
  Trading
    Securities
      Variable
    Interest Entities
    SUCCESSORSeptember 30, 2006MaximumTotal

Exposure toAssets (1)

Loss (2)(In millions)Asset-backed securitizations

$
982

$
74Real estate joint ventures (3)


956


58Other limited partnerships (4)


2,952


183Other investments (5)


1,650


99Total

$
6,540

$
414     (1)
    
    The assets of the asset-backed securitizations are reflected at
    fair value at September 30, 2006. The assets of the real
    estate joint ventures, other limited partnerships and other
    investments are reflected at the carrying amounts at which such
    assets would have been reflected on the Companys
    consolidated balance sheet had the Company consolidated the VIE
    from the date of its initial investment in the entity.(2)
    
    The maximum exposure to loss of the asset-backed securitizations
    is equal to the carrying amounts of participations. The maximum
    exposure to loss relating to real estate joint ventures, other
    limited partnerships 22




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   and other investments is equal to the carrying amounts plus any
    unfunded commitments, reduced by amounts guaranteed by other
    partners.(3)
    
    Real estate joint ventures include partnerships and other
    ventures which engage in the acquisition, development,
    management and disposal of real estate investments.(4)
    
    Other limited partnerships include partnerships established for
    the purpose of investing in public and private debt and equity
    securities.(5)
    
    Other investments include securities that are not asset-backed
    securitizations.  3.  Derivative
    Financial Instruments
  Types
    of Derivative Financial Instruments
    SUCCESSORSeptember 30, 2006


December 31, 2005Current Market





Current MarketNotional


or Fair Value


Notional


or Fair ValueAmount


Assets


Liabilities


Amount


Assets


Liabilities(In millions)Interest rate swaps

$
5,802


$
416


$
71


$
6,540


$
356


$
49Interest rate floors


7,021



66















Interest rate caps


4,715



9







2,020



16



Financial futures


507



5



3



81



2



1Foreign currency swaps


2,697



495



57



3,084



429



72Foreign currency forwards


117











488



18



2Options






109



4







165



3Financial forwards


900







7











2Credit default swaps


1,298



1



2



957



2



2Total

$
23,057


$
1,101


$
144


$
13,170


$
988


$
131        23




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   Hedging
    SUCCESSORSeptember 30, 2006

December 31, 2005Notional

Fair Value

Notional

Fair ValueAmount

Assets

Liabilities

Amount

Assets

Liabilities(In millions)Fair value

$
59

$


$


$
66

$


$
Cash flow


416


26





430


2


Non-qualifying


22,582


1,075


144


12,674


986


131Total

$
23,057

$
1,101

$
144

$
13,170

$
988

$
131     Fair
    Value Hedges
    SUCCESSOR

SUCCESSOR


SUCCESSOR

PREDECESSORThree Months Ended

Nine Months Ended


Three Months Ended

Six Months EndedSeptember 30,

September 30,


September 30,

June 30,2006


2005

2006


2005

2005(In millions)Changes in the fair value
    of derivatives

$
(2
)

$


$
(1
)

$


$
(16
)Changes in the fair value of the
    items hedged









1






5Net ineffectiveness of fair value
    hedging activities

$
(2
)

$


$



$


$
(11
)      24




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   Cash
    Flow Hedges
        SUCCESSOR


SUCCESSOR


SUCCESSOR


SUCCESSOR


PREDECESSORThree Months Ended


Nine Months Ended


Six Months Ended


Three Months Ended


Six Months EndedSeptember 30,


September 30,


December 31,


September 30,


June 30,2006


2006


2005


2005


2005(In millions)Other comprehensive income (loss)
    balance at the end of the previous period

$



$
1


$
83


$
83


$
(6
)Effect of purchase accounting push
    down










(83
)


(83
)


Other comprehensive income (loss)
    balance at the beginning of the period






1











(6
)Gains (losses) deferred in other
    comprehensive income (loss) on the effective portion of cash
    flow hedges


(5
)


(6
)


1







85Amounts reclassified to net
    investment income


















4Other comprehensive income (loss)
    balance at the end of
    the period

$
(5
)

$
(5
)

$
1


$



$
83   Hedges
    of Net Investments in Foreign Operations
   25




---



##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
     Non-qualifying
    Derivatives and Derivatives for Purposes Other Than
    Hedging
        Embedded
    Derivatives
    Credit
    Risk
    over-the-counter
 26




---



##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
       4.
    Contingencies,
    Commitments and Guarantees  Contingencies
  Litigation
  and/or
    and/or
 27




---



##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
              28




---



##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   Commitments
  Commitments
    to Fund Partnership Investments
    Mortgage
    Loan Commitments
    Commitments
    to Fund Revolving Credit Facilities
    Other
    Commitments
    Guarantees
   29




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
           5.  Employee
    Benefit Plans
      6.  Equity
  Dividend
    Restrictions
   30




---



##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
     Comprehensive
    Income (Loss)
    SUCCESSOR


SUCCESSOR


SUCCESSOR


PREDECESSORThree Months Ended


Nine Months Ended


Three Months Ended


Six Months EndedSeptember 30,


September 30,


September 30,


June 30,2006


2005


2006


2005


2005(In millions)Net income

$
166


$
187


$
427


$
187


$
776Other comprehensive income (loss):Unrealized gains (losses) on
    derivative instruments, net of income taxes


(3
)






(4
)






57Unrealized investment gains
    (losses), net of related offsets and income taxes


719



(357
)


(27
)


(357
)


(32
)Foreign
    currency translation adjustments


(6
)


2



(4
)


2



Other comprehensive income (loss)


710



(355
)


(35
)


(355
)


25Comprehensive income (loss)

$
876


$
(168
)

$
392


$
(168
)

$
801   7.  Other
    Expenses
    SUCCESSOR


SUCCESSOR


SUCCESSOR


PREDECESSORThree Months Ended


Nine Months Ended


Three Months Ended


Six Months EndedSeptember 30,


September 30,


September 30,


June 30,2006


2005


2006


2005


2005(In millions)Compensation

$
43


$
39


$
145


$
39


$
72Commissions


53



154



239



154



309Amortization of DAC and VOBA


97



101



232



101



236Capitalization of DAC


(37
)


(134
)


(205
)


(134
)


(426
)Rent, net of sublease income


2



3



8



3



3Minority interest


(2
)


3



28



3



Other


18



4



125



4



246Total other expenses

$
174


$
170


$
572


$
170


$
440  31




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##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   8.  Business
    Segment Information
         32




---



##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
     SUCCESSORFor the Three Months Ended







Corporate &September 30, 2006

Institutional


Individual


Other


Total(In millions)Premiums

$
10


$
30


$
6


$
46Universal life and investment-type
    product policy fees


5



203







208Net investment income


344



195



64



603Other revenues


2



22







24Net investment gains (losses)


(41
)


9



(21
)


(53
)Policyholder benefits and claims


102



30



3



135Interest credited to policyholder
    account balances


163



119







282Other expenses


3



173



(2
)


174Income from continuing operations
    before provision for income taxes


52



137



48



237Provision for income taxes


18



48



5



71Income from continuing operations


34



89



43



166Income from discontinued
    operations, net of income taxes














Net income

$
34


$
89


$
43


$
166   33




---



##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   SUCCESSORFor the Three Months Ended







Corporate &September 30, 2005

Institutional


Individual


Other


Total(In millions)Premiums

$
106


$
49


$
6


$
161Universal life and investment-type
    product policy fees


9



202







211Net investment income


358



203



58



619Other revenues


5



39



(3
)


41Net investment gains (losses)


(18
)


(6
)


(1
)


(25
)Policyholder benefits and claims


208



78



12



298Interest credited to policyholder
    account balances


155



107







262Other expenses


16



166



(12
)


170Income from continuing operations
    before provision for income taxes


81



136



60



277Provision for income taxes


28



43



19



90Income from continuing operations


53



93



41



187Income from discontinued
    operations, net of income taxes














Net income

$
53


$
93


$
41


$
187   SUCCESSORFor the Nine Months Ended







Corporate &September 30, 2006

Institutional


Individual


Other


Total(In millions)Premiums

$
51


$
99


$
18


$
168Universal life and investment-type
    product policy fees


17



650







667Net investment income


1,085



609



251



1,945Other revenues


6



69



1



76Net investment gains (losses)


(201
)


(120
)


(26
)


(347
)Policyholder benefits and claims


326



178



19



523Interest credited to policyholder
    account balances


483



327







810Other expenses


10



520



42



572Income from continuing operations
    before provision for income taxes


139



282



183



604Provision for income taxes


48



98



31



177Income from continuing operations


91



184



152



427Income from discontinued
    operations, net of income taxes














Net income

$
91


$
184


$
152


$
427  34




---



##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
   PREDECESSORFor the Six Months Ended







Corporate &June 30, 2005

Institutional


Individual


Other


Total(In millions)Premiums

$
206


$
102


$
17


$
325Universal life and investment-type
    product policy fees


33



373







406Net investment income


778



547



283



1,608Other revenues


(1
)


66



48



113Net investment gains (losses)


(10
)


(3
)


39



26Policyholder benefits and claims


448



131



20



599Interest credited to policyholder
    account balances


380



318







698Other expenses


20



392



28



440Income from continuing operations
    before provision for income taxes


158



244



339



741Provision for income taxes


55



71



79



205Income from continuing operations


103



173



260



536Income from discontinued
    operations, net of income taxes










240



240Net income

$
103


$
173


$
500


$
776     SUCCESSORSeptember 30,


December 31,2006


2005(In millions)Institutional

$
35,216


$
37,987Individual


50,263



50,338Corporate & Other


10,231



11,146Total

$
95,710


$
99,471       9.  Discontinued
    Operations
  Real
    Estate
  held-for-sale
 35




---



##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
       Operations
  held-for-use
  PREDECESSORSix Months EndedJune 30,2005(In millions)Revenues

$
900Expenses


539Income before provision for income
    taxes


361Provision for income taxes


121Income from discontinued
    operations, net of income taxes

$
240     10.  Related
    Party Transactions
         36




---



##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
         and/or
           37




---



##### Table of Contents



MetLife Insurance Company of Connecticut
    Notes to Interim Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
     11.
    Subsequent
    Event  pooling-of-interests.
 38




---



##### 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, Form 10-Q,
  Acquisition
   39




---



##### Table of Contents



Business Combinations Goodwill and Other Intangible
    Assets Push Down
    Basis of Accounting Required in Certain Limited
    Circumstances
  Business
    Summary
    of Critical Accounting Estimates
    Results
    of Operations
  period-over-period
 40




---



##### Table of Contents



PRO FORMASUCCESSOR


SUCCESSOR


PREDECESSOR

COMBINED RESULTSNine Months Ended


Three Months Ended


Six Months Ended

Nine Months EndedSeptember 30,


September 30,


June 30,

September 30,2006


2005


2005

2005(In millions)RevenuesPremiums

$
168


$
161


$
325

$
486Universal life and investment-type
    product policy fees


667



211



406


617Net investment income


1,945



619



1,608


2,227Other revenues


76



41



113


154Net investment gains (losses)


(347
)


(25
)


26


1Total revenues


2,509



1,007



2,478


3,485ExpensesPolicyholder benefits and claims


523



298



599


897Interest credited to
    policyholder
    account balances


810



262



698


960Other expenses


572



170



440


610Total expenses


1,905



730



1,737


2,467Income from continuing operations
    before provision for income taxes


604



277



741


1,018Provision for income taxes


177



90



205


295Income from continuing operations


427



187



536


723Income from discontinued
    operations, net of income taxes










240


240Net income

$
427


$
187


$
776

$
963   Income
    from Continuing Operations
           41




---



##### Table of Contents



Income
    from Discontinued Operations    Total
    Revenues         42




---



##### Table of Contents



Total
    Expenses          Subsequent
    Event
  pooling-of-interests.
 43




---



##### Table of Contents



Insurance
    Regulations
        Adoption
    of New Accounting Pronouncements
    
    Effective January 1, 2006, the Company adopted
    prospectively SFAS No. 155, Accounting for Certain
    Hybrid Instruments(SFAS 155).
    SFAS 155 amends SFAS No. 133, Accounting for
    Derivative Instruments and Hedging
    (SFAS 133) and SFAS No. 140,
    Accounting for Transfers and Servicing of Financial Assets
    and Extinguishments of Liabilities(SFAS 140). SFAS 155 allows financial
    instruments that have embedded derivatives to be accounted for
    as a whole, eliminating the need to bifurcate the derivative
    from its host, if the holder elects to account for the whole
    instrument on a fair value basis. In addition, among other
    changes, SFAS 155 (i) clarifies which interest-only
    strips and principal-only strips are not subject to the
    requirements of SFAS 133; (ii) establishes a
    requirement to evaluate interests in securitized financial
    assets to identify interests that are freestanding derivatives
    or that are hybrid financial instruments that contain an
    embedded derivative requiring bifurcation; (iii) clarifies
    that concentrations of credit risk in the form of subordination
    are not embedded derivatives; and (iv) eliminates the
    prohibition on a qualifying special-purpose entity
    (QSPE) from holding a derivative financial
    instrument that pertains to a beneficial interest other than
    another derivative financial interest. The adoption of
    SFAS 155 did not have a material impact on the
    Companys unaudited interim condensed consolidated
    financial statements.
    Effective January 1, 2006, the Company adopted
    prospectively SFAS 133 Implementation Issue No. B38,
    Embedded Derivatives: Evaluation of Net Settlement with
    Respect to the Settlement of a Debt Instrument through Exercise
    of an Embedded Put Option or Call Option(Issue
    B38) and SFAS 133 Implementation 44




---



##### Table of Contents



Issue No. B39, Embedded Derivatives: Application of
    Paragraph 13(b) to Call Options That Are Exercisable Only
    by the Debtor (Issue B39). Issue B38 clarifies
    that the potential settlement of a debtors obligation to a
    creditor occurring upon exercise of a put or call option meets
    the net settlement criteria of SFAS 133. Issue B39
    clarifies that an embedded call option, in which the underlying
    is an interest rate or interest rate index, that can accelerate
    the settlement of a debt host financial instrument should not be
    bifurcated and fair valued if the right to accelerate the
    settlement can be exercised only by the debtor (issuer/borrower)
    and the investor will recover substantially all of its initial
    net investment. The adoption of Issues B38 and B39 did not have
    a material impact on the Companys unaudited interim
    condensed consolidated financial statements.  Accounting Changes and Error
    Corrections, a replacement of APB Opinion No. 20 and FASB
    Statement No. 3
  No. 04-5, Determining Whether a General Partner, or the General
    Partners as a Group, Controls a Limited Partnership or Similar
    Entity When the Limited Partners Have Certain Rights (EITF 04-5). EITF 04-5 EITF 04-5 EITF 04-5 EITF 04-5
  FAS 140-2, Clarification of the Application of Paragraphs 40(b) and
    40(c) of FAS 140
  Exchanges of Nonmonetary Assets, an
    amendment of APB Opinion No. 29
  No. 03-1, The Meaning of
    Other-Than-Temporary
    Impairment and Its Application to Certain Investments (EITF 03-1). EITF 03-1 other-than-temporary EITF 03-1 available-for-sale held-to-maturity Accounting for Certain
    Investments in Debt and Equity Securities other-than-temporary other-than-temporary FAS 115-1 FAS 124-1, The Meaning of
    Other-Than-Temporary
    Impairment and its Application to Certain Investments
 45




---



##### Table of Contents



other-than-temporarily EITF 03-1.
  Future
    Adoption of New Accounting Pronouncements  Considering the Effects of
    Prior Year Misstatements when Quantifying Misstatements in
    Current Year Financial Statements
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an amendment of FASB
    Statements No. 87, 88, 106, and SFAS No. 132(r),
  Fair Value Measurements
  Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    No. 109
 46




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##### Table of Contents



Accounting for Servicing of Financial Assets  an
    amendment of FASB Statement No. 140
  Accounting by Insurance Enterprises
    for Deferred Acquisition Costs in Connection with Modifications
    or Exchanges of Insurance Contracts (SOP 05-1). SOP 05-1 Accounting and Reporting by Insurance
    Enterprises for Certain Long-Duration Contracts and for Realized
    Gains and Losses from the Sale of Investments. SOP 05-1 SOP 05-1, SOP 05-1 SOP 05-1 SOP 05-1
  Item 4.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Internal
    Control Over Financial Reporting
  Rule 13a-15(f)
 47




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##### Table of Contents



Part II 
    Other Information  Item 1.
    Legal
    Proceedings    and/or
    and/or
   48




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##### Table of Contents



Item 6.Exhibits  3.1


Charter of The Travelers Insurance
    Company (now MetLife Insurance Company of Connecticut,
    MICC), as effective October 19, 1994
    (Incorporated by reference to Exhibit 3.1 of MICCs
    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005 (the 2005
    Annual Report))3.2


Certificate of Amendment of the
    Charter as Amended and Restated of MICC, as effective
    May 1, 2006 (Incorporated by reference to Exhibit 3.2
    of the 2005 Annual Report)3.3


By-laws of MICC, as effective
    October 20, 1994 (Incorporated by reference to
    Exhibit 3.3 of the 2005 Annual Report)10.1


Transfer Agreement by and between
    MICC and MetLife Investors Group, Inc. dated as of
    October 11, 200631.1


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  49




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##### Table of Contents



Signatures     METLIFE
    INSURANCE COMPANY OF CONNECTICUT
  By:
    /s/  Joseph
    J. Prochaska, Jr.   Title:
    Executive Vice-President and Chief Accounting Officer    50




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##### Table of Contents



Exhibit Index  ExhibitNumber

Exhibit Name3
.1

Charter of The Travelers Insurance
    Company (now MetLife Insurance Company of Connecticut,
    MICC), as effective October 19, 1994
    (Incorporated by reference to Exhibit 3.1 of MICCs
    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005 (the 2005
    Annual Report))3
.2

Certificate of Amendment of the
    Charter as Amended and Restated of MICC, as effective
    May 1, 2006 (Incorporated by reference to Exhibit 3.2
    of the 2005 Annual Report)3
.3

By-laws of MICC, as effective
    October 20, 1994 (Incorporated by reference to
    Exhibit 3.3 of the 2005 Annual Report)10
.1

Transfer Agreement by and between
    MICC and MetLife Investors Group, Inc. dated as of
    October 11, 200631
.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