UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

MetLife Insurance Company of Connecticut

Connecticut
(State or Other Jurisdiction of Incorporation)

33-03094		06-0566090
(Commission File Number)		(IRS 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)

N/A
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

          On October 11, 2006, MetLife Insurance Company of Connecticut (the “Company”) filed a Current Report on Form 8-K in connection with the acquisition of all of the outstanding stock of MetLife Investors USA Insurance Company. On December 21, 2006, the Company filed a Form 8-K/A (the “2006 Form 8-K/A”) to include the financial information required by Item 9.01 of Form 8-K. This Form 8-K/A amends the 2006 8-K/A to revise the pro-forma financial information included in Item 9.01(b).

          The unaudited pro forma condensed consolidated financial information filed herewith as Exhibit 99.1, and incorporated herein by reference, gives effect to the acquisition transaction as if it had occurred on January 1, 2005 for purposes of the unaudited pro forma condensed consolidated statements of income and on September 30, 2006 for purposes of the unaudited pro forma condensed consolidated balance sheet.

          The audited balance sheets of MetLife Investors USA Insurance Company as of December 31, 2005 and 2004 and the related statements of income for each of the three years ended December 31, 2005, 2004 and 2003 and the unaudited condensed balance sheet as of September 30, 2006 and the related statements of income for each of the nine months ended September 30, 2006 and 2005, were included in the 2006 Form 8-K/A and are incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (a) Not applicable.

     (b) Pro forma financial information.

The following unaudited pro forma financial information required by Item 9.01(b) of Form 8-K is attached hereto as Exhibit 99.1.

	(i)		Unaudited pro forma condensed consolidated balance sheet as of September 30, 2006.
	(ii)		Unaudited pro forma condensed consolidated statements of income for the nine months ended September 30, 2006 and for the year ended December 31, 2005.

     (c) Not applicable.

     (d) Exhibits.

99.1

MetLife Insurance Company of Connecticut’s unaudited pro forma condensed consolidated balance sheet as of September 30, 2006 and unaudited pro forma condensed consolidated statements of income for the nine months ended September 30, 2006 and for the year ended December 31, 2005.

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

EXHIBIT
NUMBER		EXHIBIT
99.1		MetLife Insurance Company of Connecticut’s unaudited pro forma condensed consolidated balance sheet as of September 30, 2006 and unaudited pro forma condensed consolidated statements of income for the nine months ended September 30, 2006 and for the year ended December 31, 2005.

METLIFE INSURANCE COMPANY OF CONNECTICUT

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

     On October 11, 2006, MetLife Insurance Company of Connecticut (“MetLife Connecticut”), a Connecticut corporation, and its subsidiaries (“MICC” or the “Company”), and MetLife Investors Group, Inc., a Delaware corporation (“MLIG”), both wholly-owned subsidiaries of MetLife, Inc. (“MetLife”), entered into a Transfer Agreement (the “Transfer Agreement”), pursuant to which MetLife Connecticut acquired all of the outstanding stock of MetLife Investors USA Insurance Company (“MLI-USA”), a Delaware stock life insurance company, from MLIG in exchange for shares of MetLife Connecticut’s common stock. To effectuate the exchange of shares, MetLife returned to MetLife Connecticut, just prior to the closing of the transaction, 10,000,000 shares of its common stock and retained 30,000,000 shares representing 100% of the then issued and outstanding shares of MetLife Connecticut’s 40,000,000 authorized shares of common stock. MetLife Connecticut issued 4,595,317 new shares to MLIG in exchange for all of the outstanding common stock of MLI-USA. As the transaction was between entities under common control, the transaction was recorded at the book value of MLI-USA and accounted for in a manner similar to a pooling-of-interests. The transaction closed on October 11, 2006 and has effect as if it occurred on October 1, 2006. After the closing of the transaction, 34,595,317 shares of MetLife Connecticut’s common stock are outstanding. MLIG holds 4,595,317 of the shares with the remaining shares held by MetLife.

     On October 30, 1997, MLIG, including its wholly-owned subsidiary, MLI-USA, was purchased by Metropolitan Life Insurance Company and subsequently transferred to MetLife. This acquisition resulted in the recognition of fixed maturity securities, goodwill, value of business acquired (“VOBA”) and related deferred income tax liabilities. At that time, MetLife elected not to apply the push down basis of accounting to this transaction. Accordingly, such balances were recorded on the balance sheet of MLIG. As of September 30, 2006, $8 million, $68 million, $9 million and $3 million of fixed maturity securities, goodwill, VOBA and deferred income tax liabilities, respectively, remained outstanding resulting from this acquisition. In connection with the Transfer Agreement, on October 11, 2006, MLIG transferred these assets and liabilities to MetLife Connecticut at their stated book values at October 1, 2006.

     On July 1, 2005 (the “Acquisition Date”), MetLife Connecticut became a wholly-owned subsidiary of MetLife. MetLife Connecticut, together with substantially all of Citigroup Inc.’s (“Citigroup”) international insurance businesses, and excluding Primerica Life Insurance Company and its subsidiaries (“Primerica”) (collectively, “Travelers”), were acquired by MetLife from Citigroup (the “Acquisition”) for $12.1 billion.

     The transfer of MLI-USA to MetLife Connecticut was a transaction between entities under common control. Since MLI-USA was the original entity under common control, for financial statement reporting purposes, MLI-USA is considered the accounting acquirer of MetLife Connecticut.

     The following unaudited pro forma condensed consolidated financial information combines the historical consolidated balance sheet and consolidated statements of income of MICC, the historical balance sheet and statements of income of MLI-USA and the historical net assets and related statements of income for the other assets acquired and liabilities assumed from MLIG as discussed above. Those historical financial statements and financial information were prepared in conformity with accounting principles generally accepted in the United States of America. The unaudited pro forma condensed consolidated financial information has been prepared using the assumptions described in the notes thereto.

     The unaudited pro forma condensed consolidated financial information below should be read in conjunction with the notes thereto and the historical financial statements of MLI-USA, which were included as an exhibit to the Form 8-K/A filed by MICC on December 21, 2006, as well as in conjunction with the historical consolidated financial statements of MICC included in its Annual Report on Form 10-K for the year ended December 31, 2005 and in its Quarterly Report on Form 10-Q for the nine months ended September 30, 2006. This unaudited pro forma condensed consolidated financial information is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations of the consolidated company that would have actually occurred had the acquisition been effective during the period presented or of the future financial position or future results of operations of the consolidated company. The consolidated financial information as of and for the periods presented may have been different had the companies actually been consolidated as of or during those periods.

METLIFE INSURANCE COMPANY OF CONNECTICUT
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2006

		Historical
										Net Assets
										Transferred from												Pro Forma
		MICC				MLI-USA				MLIG				Adjustments				Notes				Consolidated
		(In millions, except per share data)
		(Increase / (decrease))
ASSETS
Investments:
Fixed maturities available-for-sale, at fair value		$	44,099			$	4,385			$	8			$	—							$	48,492
Equity securities, at fair value			376				—				—				—								376
Mortgage and other loans			2,539				459				—				—								2,998
Policy loans			882				37				—				—								919
Real estate and real estate joint ventures held-for-investment			161				—				—				—								161
Real estate held-for-sale			5				—				—				—								5
Other limited partnership interests			1,055				11				—				—								1,066
Short-term investments			1,833				217				—				—								2,050
Other invested assets			1,181				18				—				—								1,199
TOTAL INVESTMENTS			52,131				5,127				8				—								57,266
Cash and cash equivalents			957				49				—				—								1,006
Accrued investment income			531				56				—				—								587
Premiums and other receivables			5,708				1,808				—				—								7,516
Deferred policy acquisition costs and value of business acquired			3,663				1,456				9				—								5,128
Current income tax recoverable			21				46				—				—								67
Deferred income tax assets			1,176				—				—				—								1,176
Goodwill			885				—				68				—								953
Other assets			201				567				—				—								768
Separate account assets			30,437				16,853				—				—								47,290
TOTAL ASSETS		$	95,710			$	25,962			$	85			$	—							$	121,757
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Future policy benefits		$	18,078			$	225			$	—			$	—							$	18,303
Policyholder account balances			30,725				4,937				—				—								35,662
Other policyholder funds			281				1,112				—				—								1,393
Long-term debt			—				435				—				—								435
Deferred income taxes payable			—				207				3				—								210
Payables for collateral under securities loaned and other transactions			9,038				984				—				—								10,022
Other liabilities			980				212				—				—								1,192
Separate account liabilities			30,437				16,853				—				—								47,290
TOTAL LIABILITIES			89,539				24,965				3				—								114,507
Stockholders’ Equity:
Preferred stock, par value $0.01 per share			—				—				—				—								—
Common stock, par value $2.50 per share			100				2				—				(16	)			3				86
Additional paid-in capital			6,465				560				82				16				3				7,123
Retained earnings			10				440				—				—								450
Accumulated other comprehensive income (loss)			(404	)			(5	)			—				—								(409	)
TOTAL STOCKHOLDERS’ EQUITY			6,171				997				82				—								7,250
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	95,710			$	25,962			$	85			$	—							$	121,757

See accompanying notes to unaudited pro forma condensed consolidated financial information.

METLIFE INSURANCE COMPANY OF CONNECTICUT
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

		Historical																Pro Forma
		MICC				MLI-USA				MLIG					Notes			Consolidated
		(In millions)
		(Increase / (decrease))
REVENUES
Premiums		$	168			$	52			$	—							$	220
Universal life and investment-type product policy fees			667				344				—								1,011
Net investment income			1,945				183				—								2,128
Other revenues			76				74				—								150
Net investment gains (losses)			(347	)			(30	)			—								(377	)
TOTAL REVENUES			2,509				623				—								3,132
EXPENSES
Policyholder benefits and claims			523				56				—								579
Interest credited to policyholder account balances			810				175				—								985
Other expenses			572				255				—				2				827
TOTAL EXPENSES			1,905				486												2,391
Income before provision for income taxes			604				137				—								741
Provision for income taxes			177				35				—								212
Net income		$	427			$	102			$	—							$	529

See accompanying notes to unaudited pro forma condensed consolidated financial information.

METLIFE INSURANCE COMPANY OF CONNECTICUT
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2005

		Historical
		Six Months Ended				Six Months Ended				Year Ended
		June 30, 2005				December 31, 2005				December 31, 2005
		(PRE-ACQUISITION)																				Pro Forma
		MICC				MICC				MLI-USA				MLIG				Notes				Consolidated
		(In millions)
		(Increase / (decrease))
REVENUES
Premiums		$	325			$	222			$	59			$	—							$	606
Universal life and investment-type product policy fees			406				442				420				—								1,268
Net investment income			1,608				1,216				221				—								3,045
Other revenues			113				57				76				—								246
Net investment gains (losses)			26				(188	)			(10	)			—								(172	)
TOTAL REVENUES			2,478				1,749				766				—								4,993
EXPENSES
Policyholder benefits and claims			599				523				47				—								1,169
Interest credited to policyholder account balances			698				504				216				—								1,418
Other expenses			440				383				298				(3	)			2				1,118
TOTAL EXPENSES			1,737				1,410				561				(3	)							3,705
Income from continuing operations before provision for income taxes			741				339				205				3								1,288
Provision for income taxes			205				98				57				1								361
INCOME FROM CONTINUING OPERATIONS		$	536			$	241			$	148			$	2							$	927

See accompanying notes to unaudited pro forma condensed consolidated financial information.

METLIFE INSURANCE COMPANY OF CONNECTICUT
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL INFORMATION

1. Basis of Presentation

     On October 11, 2006, MetLife Insurance Company of Connecticut (“MetLife Connecticut”), a Connecticut corporation, and its subsidiaries (“MICC” or the “Company”), and MetLife Investors Group, Inc., a Delaware corporation (“MLIG”), both wholly-owned subsidiaries of MetLife, Inc. (“MetLife”), entered into a Transfer Agreement (the “Transfer Agreement”), pursuant to which MetLife Connecticut acquired all of the outstanding stock of MetLife Investors USA Insurance Company (“MLI-USA”), a Delaware stock life insurance company, from MLIG in exchange for shares of MetLife Connecticut’s common stock. To effectuate the exchange of shares, MetLife returned to MetLife Connecticut, just prior to the closing of the transaction, 10,000,000 shares of its common stock and retained 30,000,000 shares representing 100% of the then issued and outstanding shares of MetLife Connecticut’s 40,000,000 authorized shares of common stock. MetLife Connecticut issued 4,595,317 new shares to MLIG in exchange for all of the outstanding common stock of MLI-USA. As the transaction was between entities under common control, the transaction was recorded at the book value of MLI-USA of approximately $1.0 billion and accounted for in a manner similar to a pooling-of-interests. The transaction closed on October 11, 2006 and has effect as if it occurred on October 1, 2006. After the closing of the transaction, 34,595,317 shares of MetLife Connecticut’s common stock are outstanding and remain outstanding at April 2, 2007. MLIG holds 4,595,317 of the shares with the remaining shares held by MetLife.

     On October 30, 1997, MLIG, including its wholly-owned subsidiary, MLI-USA, was purchased by Metropolitan Life Insurance Company and subsequently transferred to MetLife. This acquisition resulted in the recognition of fixed maturity securities, goodwill, value of business acquired (“VOBA”) and related deferred income tax liabilities. At that time, MetLife elected not to apply the push down basis of accounting to this transaction. Accordingly, such balances were recorded on the balance sheet of MLIG. As of September 30, 2006, $8 million, $68 million, $9 million and $3 million of fixed maturity securities, goodwill, VOBA and deferred income tax liabilities, respectively, remained outstanding resulting from this acquisition. In connection with the Transfer Agreement, on October 11, 2006, MLIG transferred these assets and liabilities to MetLife Connecticut at their stated book values at October 1, 2006.

     On July 1, 2005 (the “Acquisition Date”), MetLife Connecticut became a wholly-owned subsidiary of MetLife. MetLife Connecticut, together with substantially all of Citigroup Inc.’s (“Citigroup”) international insurance businesses, and excluding Primerica Life Insurance Company and its subsidiaries (“Primerica”) (collectively, “Travelers”), were acquired by MetLife from Citigroup (the “Acquisition”) for $12.1 billion.

     The transfer of MLI-USA to MetLife Connecticut was a transaction between entities under common control. Since MLI-USA was the original entity under common control, for financial statement reporting purposes, MLI-USA is considered the accounting acquirer of MetLife Connecticut.

     The unaudited pro forma condensed consolidated financial information gives effect to the Transfer Agreement and the acquisition of the other assets acquired and liabilities assumed from MLIG as if it had occurred as of September 30, 2006 for purposes of the unaudited pro forma condensed consolidated balance sheet and as of January 1, 2005 for purposes of the unaudited pro forma condensed consolidated statements of income for the nine months ended September 30, 2006 and the year ended December 31, 2005. The unaudited pro forma condensed consolidated financial information has been prepared by management and is based on historical financial statements. In accordance with Article 11 of Regulation S-X, discontinued operations have been excluded from the presentation of the unaudited pro forma condensed consolidated statements of income.

     This unaudited pro forma condensed consolidated financial information is prepared in conformity with accounting principles generally accepted in the United States of America. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2006 and the unaudited pro forma condensed consolidated statements of income for the nine months ended September 30, 2006 and the year ended

METLIFE INSURANCE COMPANY OF CONNECTICUT
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL INFORMATION

December 31, 2005 have been prepared using the following information:

	(a)		Audited historical consolidated statement of income of MICC for the six months ended December 31, 2005; and
	(b)		Audited historical consolidated statement of income of MICC for the six months ended June 30, 2005 (Pre-Acquisition); and
	(c)		Unaudited historical condensed consolidated financial statements of MICC as of and for the nine months ended September 30, 2006; and
	(d)		Audited historical statement of income of MLI-USA for the year ended December 31, 2005; and
	(e)		Unaudited historical financial statements of MLI-USA as of and for the nine months ended September 30, 2006; and
	(f)		Such other supplementary information, including the other assets and liabilities transferred from MLIG, as considered necessary to reflect the acquisition in the unaudited pro forma condensed consolidated financial information.

     The unaudited pro forma condensed consolidated financial information is not intended to reflect the results of operations or the financial position that would have resulted had the acquisition been effected on the dates indicated, or the results that may be obtained by the consolidated Company in the future. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the historical condensed consolidated financial statements of MICC included in its Annual Report on Form 10-K for the year ended December 31, 2005 and in its Quarterly Report on Form 10-Q for the nine months ended September 30, 2006 and the historical financial statements of MLI-USA included as an exhibit in the 2006 Form 8-K/A.

2. Adjustments for Amortization of VOBA

Amortization related to VOBA for the nine months ended September 30, 2006 was insignificant and for the year ended December 31, 2005 was ($3) million. VOBA is amortized in relation to estimated gross profits or premiums, depending on product type. If estimated gross profits or premiums differ from expectations, the amortization of VOBA is adjusted to reflect actual experience.

3. Stockholders’ Equity Adjustments

Information related to the adjustments to stockholders’ equity is as follows:

										Additional				Total
						Common				Paid-In				Stockholders’
		Notes				Stock				Capital				Equity
						(Increase/(decrease) in millions)
Return of MetLife Connecticut’s common stock from MetLife			(a)			$	(25	)		$	25			$	—
Issuance of MetLife Connecticut’s common stock to MLIG			(b)				11				(11	)			—
Elimination of MLI-USA’s common stock			(c)				(2	)			2				—
Total Stockholders’ Equity Adjustments						$	(16	)		$	16			$	—

     The adjustments required for the capital transactions and for consolidation are described below:

(a)

Represents the return of 10,000,000 shares of MetLife Connecticut’s common stock, at $2.50 par value, by MetLife to MetLife Connecticut in anticipation of the acquisition of MLI-USA by MetLife Connecticut, for a

METLIFE INSURANCE COMPANY OF CONNECTICUT
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL INFORMATION

			total adjustment of $25 million.
	(b)		Represents the issuance of 4,595,317 shares of MetLife Connecticut’s common stock, at $2.50 par value, by MetLife Connecticut to MLIG in exchange for all the outstanding common stock of MLI-USA, for a total adjustment of $11 million.
	(c)		Represents the elimination of MLI-USA’s common stock of $2 million.