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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the fiscal year ended December 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 000-30195
 MetLife Policyholder Trust
 (Exact name of registrant as specified in its charter)
 Delaware
    
    51-6516897(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)Rodney Square North1100 North Market StreetWilmington, DE
    
    19890(Address of principal
    
    (Zip code)executive offices)
 (302) 651-1000  (Registrants telephone number, including area code)
 Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
Beneficial interests in the MetLife Policyholder Trust
 o þ
 o þ
 þ o
 þ
  o o þ
 o þ
  DOCUMENTS INCORPORATED BY REFERENCE:




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TABLE OF CONTENTS
 PageNumberPART IItem 1. Business
    
    
    4Item 1A. Risk Factors
    
    
    7Item 1B. Unresolved Staff Comments
    
    
    8Item 2. Properties
    
    
    8Item 3. Legal Proceedings
    
    
    8Item 4. Submission of Matters to a Vote of Security Holders
    
    
    8PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
    
    
    9Item 6. Selected Financial Data
    
    
    9Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    12Item 8. Financial Statements and Supplementary Data
    
    
    13Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    14Item 9A. Controls and Procedures
    
    
    14Item 9B. Other Information
    
    
    14PART IIIItem 10. Directors and Executive Officers of the Registrant
    
    
    14Item 11. Executive Compensation
    
    
    14Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    14Item 13. Certain Relationships and Related Transactions
    
    
    14Item 14. Principal Accountant Fees and Services
    
    
    14PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    15SIGNATURES
    
    
    16EXHIBIT INDEX
    
    
    E-1EX-31.1: CERTIFICATIONEX-32.1: CERTIFICATION
  2




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Note Regarding Forward-Looking Statements
  3




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PART I
 
 Item 1. Business.
           4




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5




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6




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Item 1A. Risk Factors.
 The Trust has limited resources, a limited operating history and is dependent upon the Holding
Company.
  Beneficiaries do not have legal title to any part of the Trust assets and have only certain
limited rights.
  There is no existing trading market for the Trust Interests and Beneficiaries may transfer their
Trust Interests only in limited circumstances.
 
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A representative may be appointed for certain Beneficiaries in legal proceedings.
  
 Item 1B. Unresolved Staff Comments.
  
 Item 2. Properties.
  
 Item 3. Legal Proceedings.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  8




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PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
  
 Item 6. Selected Financial Data.
  For the Years Ended December 31,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002(In thousands)Changes in Net Assets DataOperationsNet investment income
    
    $
    164,414
    
    
    $
    156,880
    
    
    $
    149,073
    
    
    $
    84,006
    
    
    $
    83,475Net realized investment gains
    
    
    432,372
    
    
    
    335,984
    
    
    
    255,741
    
    
    
    164,731
    
    
    
    209,151Change in net unrealized investment gains
    
    
    2,007,740
    
    
    
    1,939,573
    
    
    
    1,395,265
    
    
    
    2,047,797
    
    
    
    (2,234,370
    )Net (decrease) increase in net assets resulting from operations
    
    
    2,604,526
    
    
    
    2,432,437
    
    
    
    1,800,079
    
    
    
    2,296,534
    
    
    
    (1,941,744
    )Distributions to holders of trust interestsFrom net investment income
    
    
    (164,414
    )
    
    
    (156,880
    )
    
    
    (149,073
    )
    
    
    (84,006
    )
    
    
    (83,475
    )From net realized investment gains
    
    
    (432,372
    )
    
    
    (335,984
    )
    
    
    (255,741
    )
    
    
    (164,731
    )
    
    
    (209,151
    )Total distributions
    
    
    (596,786
    )
    
    
    (492,864
    )
    
    
    (404,814
    )
    
    
    (248,737
    )
    
    
    (292,626
    )Trust interest transactionsCost of trust interests issued
    
    
    5,474
    
    
    
    7,631
    
    
    
    5,635
    
    
    
    5,523
    
    
    
    7,593Cost of trust interests redeemed
    
    
    (160,930
    )
    
    
    (159,422
    )
    
    
    (167,873
    )
    
    
    (163,428
    )
    
    
    (200,457
    )Cost of trust interests withdrawn
    
    
    (152,229
    )
    
    
    (164,170
    )
    
    
    (420,723
    )
    
    
    (232,142
    )
    
    
    (147,412
    )Net decrease in net assets resulting from trust interest transactions
    
    
    (307,685
    )
    
    
    (315,961
    )
    
    
    (582,961
    )
    
    
    (390,047
    )
    
    
    (340,276
    )Total increase (decrease) in net assets
    
    
    1,700,055
    
    
    
    1,623,612
    
    
    
    812,304
    
    
    
    1,657,750
    
    
    
    (2,574,646
    )Net assetsBeginning of year
    
    
    14,640,075
    
    
    
    13,016,463
    
    
    
    12,204,159
    
    
    
    10,546,409
    
    
    
    13,121,055End of year
    
    $
    16,340,130
    
    
    $
    14,640,075
    
    
    $
    13,016,463
    
    
    $
    12,204,159
    
    
    $
    10,546,409
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##### Table of Contents



At December 31,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002(In thousands, except Trust Interest amounts)Balance Sheet DataAssets:Equity securities, at fair value
    
    $
    16,340,130
    
    
    $
    14,640,075
    
    
    $
    13,016,463
    
    
    $
    12,204,159
    
    
    $
    10,546,409Other assets
    
    
    10,067
    
    
    
    8,504
    
    
    
    6,094
    
    
    
    5,626
    
    
    
    8,644Total assets
    
    
    16,350,197
    
    
    
    14,648,579
    
    
    
    13,022,557
    
    
    
    12,209,785
    
    
    
    10,555,053Total liabilities
    
    
    10,067
    
    
    
    8,504
    
    
    
    6,094
    
    
    
    5,626
    
    
    
    8,644Net assets
    
    $
    16,340,130
    
    
    $
    14,640,075
    
    
    $
    13,016,463
    
    
    $
    12,204,159
    
    
    $
    10,546,409Net assets consist of:Trust interests
    
    $
    3,985,326
    
    
    $
    4,293,011
    
    
    $
    4,608,972
    
    
    $
    5,191,933
    
    
    $
    5,581,980Net unrealized investment gains
    
    
    12,354,804
    
    
    
    10,347,064
    
    
    
    8,407,491
    
    
    
    7,012,226
    
    
    
    4,964,429Net assets, for 276,904,422; 298,777,053; 321,314,794; 362,463,884;
and 390,029,917 trust interests outstanding, respectively
    
    $
    16,340,130
    
    
    $
    14,640,075
    
    
    $
    13,016,463
    
    
    $
    12,204,159
    
    
    $
    10,546,409Other DataTrust interest rollforwardTrust interests, January 1
    
    
    298,777,053
    
    
    
    321,314,794
    
    
    
    362,463,884
    
    
    
    390,029,917
    
    
    
    414,174,724Trust interests issued
    
    
    103,485
    
    
    
    170,425
    
    
    
    155,874
    
    
    
    193,261
    
    
    
    267,080Trust interests redeemed
    
    
    (11,293,360
    )
    
    
    (11,187,498
    )
    
    
    (11,780,561
    )
    
    
    (11,468,650
    )
    
    
    (14,067,171
    )Trust interests withdrawn
    
    
    (10,682,756
    )
    
    
    (11,520,668
    )
    
    
    (29,524,403
    )
    
    
    (16,290,644
    )
    
    
    (10,344,716
    )Balance, December 31
    
    
    276,904,422
    
    
    
    298,777,053
    
    
    
    321,314,794
    
    
    
    362,463,884
    
    
    
    390,029,917
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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Executive Summary
    Results of Operations
 Discussion of Results
 Year ended December 31, 2006 compared with the year ended December 31, 2005
  11




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Year ended December 31, 2005 compared with the year ended December 31, 2004
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
  12




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Item 8. Financial Statements and Supplementary Data.
 INDEX TO FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    
    F-1Financial Statements at December 31, 2006 and 2005 and for the years ended December 31, 2006, 2005 and 2004:Statements of Assets and Liabilities
    
    
    F-2Statements of Operations
    
    
    F-3Statements of Changes in Net Assets
    
    
    F-4Notes to Financial Statements
    
    
    F-5
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      
 F-1




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METLIFE POLICYHOLDER TRUST
 
 STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2006 AND 2005
(In thousands, except Trust Interest and per Trust Interest amounts)
 2006
    
    
    2005AssetsEquity securities, at fair value (cost, $3,985,326 and $4,293,011, respectively)
    
    $
    16,340,130
    
    
    $
    14,640,075Cash and cash equivalents
    
    
    58
    
    
    
    185Receivable for investments sold
    
    
    10,009
    
    
    
    8,319Total assets
    
    
    16,350,197
    
    
    
    14,648,579LiabilitiesPayable for investments purchased
    
    
    58
    
    
    
    185Payable for trust interests redeemed
    
    
    10,009
    
    
    
    8,319Total liabilities
    
    
    10,067
    
    
    
    8,504Net assets
    
    $
    16,340,130
    
    
    $
    14,640,075Net assets consist of:Trust interests
    
    $
    3,985,326
    
    
    $
    4,293,011Net unrealized investment gains
    
    
    12,354,804
    
    
    
    10,347,064Net assets, for 276,904,422 and 298,777,053 trust interests outstanding, respectively
    
    $
    16,340,130
    
    
    $
    14,640,075Net asset value, offering price and redemption price per trust interest
($16,340,130 / 276,904,422) and ($14,640,075 / 298,777,053) trust interests, respectively
    
    $
    59.01
    
    
    $
    49.00
  F-2




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METLIFE POLICYHOLDER TRUST
 
 STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
(In thousands)
 2006
    
    
    2005
    
    
    2004Net investment income
    
    $
    164,414
    
    
    $
    156,880
    
    
    $
    149,073Net investment gainsNet realized investment gains
    
    
    432,372
    
    
    
    335,984
    
    
    
    255,741Change in net unrealized investment gains
    
    
    2,007,740
    
    
    
    1,939,573
    
    
    
    1,395,265Net gain
    
    
    2,440,112
    
    
    
    2,275,557
    
    
    
    1,651,006Net increase in net assets resulting from operations
    
    $
    2,604,526
    
    
    $
    2,432,437
    
    
    $
    1,800,079
  F-3




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METLIFE POLICYHOLDER TRUST
 
 STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
(In thousands, except Trust Interest amounts)
 2006
    
    
    2005
    
    
    2004OperationsNet investment income
    
    $
    164,414
    
    
    $
    156,880
    
    
    $
    149,073Net realized investment gains
    
    
    432,372
    
    
    
    335,984
    
    
    
    255,741Change in net unrealized investment gains
    
    
    2,007,740
    
    
    
    1,939,573
    
    
    
    1,395,265Net increase in net assets resulting from operations
    
    
    2,604,526
    
    
    
    2,432,437
    
    
    
    1,800,079Distributions to holders of trust interestsFrom net investment income
    
    
    (164,414
    )
    
    
    (156,880
    )
    
    
    (149,073
    )From net realized investment gains
    
    
    (432,372
    )
    
    
    (335,984
    )
    
    
    (255,741
    )Total distributions
    
    
    (596,786
    )
    
    
    (492,864
    )
    
    
    (404,814
    )Trust interest transactionsCost of trust interests issued
    
    
    5,474
    
    
    
    7,631
    
    
    
    5,635Cost of trust interests redeemed
    
    
    (160,930
    )
    
    
    (159,422
    )
    
    
    (167,873
    )Cost of trust interests withdrawn
    
    
    (152,229
    )
    
    
    (164,170
    )
    
    
    (420,723
    )Net decrease in net assets resulting from trust interest transactions
    
    
    (307,685
    )
    
    
    (315,961
    )
    
    
    (582,961
    )Total increase in net assets
    
    
    1,700,055
    
    
    
    1,623,612
    
    
    
    812,304Net assetsBeginning of year
    
    
    14,640,075
    
    
    
    13,016,463
    
    
    
    12,204,159End of year
    
    $
    16,340,130
    
    
    $
    14,640,075
    
    
    $
    13,016,463Other informationTrust interest rollforwardTrust interests, January 1
    
    
    298,777,053
    
    
    
    321,314,794
    
    
    
    362,463,884Trust interests issued
    
    
    103,485
    
    
    
    170,425
    
    
    
    155,874Trust interests redeemed
    
    
    (11,293,360
    )
    
    
    (11,187,498
    )
    
    
    (11,780,561
    )Trust interests withdrawn
    
    
    (10,682,756
    )
    
    
    (11,520,668
    )
    
    
    (29,524,403
    )Balance, December 31
    
    
    276,904,422
    
    
    
    298,777,053
    
    
    
    321,314,794
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METLIFE POLICYHOLDER TRUST
 
 NOTES TO FINANCIAL STATEMENTS
(In thousands unless otherwise stated)
 1. Significant Accounting Policies
 Description of Trust
     Equity Securities
  F-5




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Cash and Cash Equivalents
  Income Taxes
  2. Purchase and Sale Program
   3. Commitments and Contingencies
  4. Beneficiary Voting Rights
  F-6




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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure.
  
 Item 9A. Controls and Procedures.
   
 Item 9B. Other Information.
  
 PART III
 
 Item 10. Directors and Executive Officers of the Registrant.
   
 Item 11. Executive Compensation.
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
   
 Item 13. Certain Relationships and Related Transactions.
  
 Item 14. Principal Accountant Fees and Services.
  Independent Auditors Fees for 2006 and 2005
 2006
    
    2005Audit Fees
    
    $
    19,838
    
    
    $
    19,838Audit-Related Fees
    
    $
    
    
    
    $
    Tax Fees
    
    $
    
    
    
    $
    All Other Fees
    
    $
    
    
    
    $
    
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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
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METLIFE POLICYHOLDER TRUSTBy:
    
    Wilmington Trust Company, not inits individual capacity, butsolely as trustee for the TrustBy:
    
    /s/  Joseph B. FeilJoseph B. FeilName: Joseph B. FeilTitle: Assistant Vice President
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EXHIBIT INDEX
 Exhibit No.
    
    
    
    Description3.1
    
    
    
    MetLife Policyholder Trust Agreement (Incorporated by reference to
Exhibit 10.12 to MetLife, Inc.s Registration Statement on Form S-1
(File No. 333-91517) (the S-1 Registration Statement)).3.2
    
    
    
    Amendment to MetLife Policyholder Trust Agreement (Incorporated by
reference to Exhibit 4.6 to the MetLife Policyholder Trusts Annual
Report on Form 10-K for the fiscal year ended December 31, 2001).4.1
    
    
    
    Amended and Restated Certificate of Incorporation of MetLife, Inc.
(Incorporated by reference to Exhibit 3.1 to MetLife, Inc.s
Annual Report on Form 10-K for the fiscal year ended December 31, 2006
(the 2006 Annual Report).4.2
    
    
    
    Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock of MetLife, Inc., filed with the
Secretary of State of Delaware on April 7, 2000 (Incorporated by
reference to Exhibit 3.2 to the 2006 Annual Report).4.3
    
    
    
    Certificate of Designations of Floating Rate Non-Cumulative Preferred
Stock, Series A, of MetLife, Inc., filed with the Secretary of State of
Delaware on June 10, 2005 (Incorporated by reference to Exhibit 99.5 to
MetLife, Inc.s Registration Statement on Form 8-A filed on June 10,
2005).4.4
    
    
    
    Certificate of Designations of 6.50% Non-Cumulative Preferred Stock,
Series B, of MetLife, Inc., filed with the Secretary of State of
Delaware on June 14, 2005 (Incorporated by reference to Exhibit 99.5 to
MetLife, Inc.s Registration Statement on Form 8-A filed on June 15,
2005).4.5
    
    
    
    MetLife, Inc. Amended and Restated By-laws, effective March 20, 2006
(Incorporated by reference to Exhibit 3.1 to MetLife, Inc.s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2006).4.6
    
    
    
    Form of Certificate of Common Stock, par value $0.01 per share
(Incorporated by reference to Exhibit 4.1 to the S-1 Registration
Statement).4.7
    
    
    
    Rights Agreement, dated as of April 4, 2000, between MetLife, Inc. and
ChaseMellon Shareholder Services, Inc. (predecessor to Mellon Investor
Services LLC) (Incorporated by reference to Exhibit 4.48 to the 2006
Annual Report).31.1
    
    
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    
    Certification pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 E - 1