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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 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(State or other jurisdiction of 
incorporation or organization)
    
    51-6516897(I.R.S. Employer
Identification No.)Rodney Square North 
1100 North Market Street 
Wilmington, DE(Address of principal executive offices)
    
    19890(Zip code)
 (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
 o o
 þ
  Large accelerated filer o
Non-accelerated filer þ
(Do not check if a smaller 
reporting company)
    
    Accelerated filer o
Smaller reporting company o
 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
    
    
    9Item 4. (Removed and Reserved)
    
    
    9Part IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    10Item 6. Selected Financial Data
    
    
    10Item 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, Executive Officers and Corporate Governance
    
    
    15Item 11. Executive Compensation
    
    
    15Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    15Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    15Item 14. Principal Accountant Fees and Services
    
    
    15Part IVItem 15. Exhibits and Financial Statement Schedules
    
    
    16Signatures
    
    
    17Exhibit Index
    
    
    E-1EX-31.1EX-32.1
  2




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Note Regarding Forward-Looking Statements
    Note Regarding Reliance on Statements in Our Contracts
  
    
    should not in all instances be treated as categorical statements of fact, but rather as a
way of allocating the risk to one of the parties if those statements prove to be inaccurate;
 
    
    have been qualified by disclosures that were made to the other party in connection with
the negotiation of the applicable agreement, which disclosures are not necessarily reflected
in the agreement;
 
    
    may apply standards of materiality in a way that is different from what may be viewed as
material to investors; and
 
    
    were made only as of the date of the applicable agreement or such other date or dates as
may be specified in the agreement and are subject to more recent developments.
  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 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.
  7




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There is no existing trading market for the Trust Interests and Beneficiaries may transfer their
Trust Interests only in limited circumstances.
  The Trust is terminable at any time at the discretion of the Holding Company.
  Litigation may result in adverse results or other consequences; a representative may be appointed
for certain Beneficiaries in legal proceedings.
   
 Item 1B.
    
    Unresolved Staff Comments.
  
 Item 2.
    
    Properties.
  8




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Item 3.
    
    Legal Proceedings.
  
 Item 4.
    
    (Removed and Reserved).
 9




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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 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(In thousands)Changes in Net Assets DataOperations:Net investment income
    
    $
    165,579
    
    
    $
    173,466
    
    
    $
    180,305
    
    
    $
    194,176
    
    
    $
    164,414Net realized investment gains
    
    
    181,371
    
    
    
    90,989
    
    
    
    394,316
    
    
    
    516,837
    
    
    
    432,372Change in net unrealized investment gains
    
    
    1,790,688
    
    
    
    (84,321
    )
    
    
    (7,348,282
    )
    
    
    (52,050
    )
    
    
    2,007,740Net increase (decrease) in net assets
resulting from operations
    
    
    2,137,638
    
    
    
    180,134
    
    
    
    (6,773,661
    )
    
    
    658,963
    
    
    
    2,604,526Distributions to holders of Trust InterestsFrom net investment income
    
    
    (165,579
    )
    
    
    (173,466
    )
    
    
    (180,305
    )
    
    
    (194,176
    )
    
    
    (164,414
    )From net realized investment gains
    
    
    (181,371
    )
    
    
    (90,989
    )
    
    
    (394,316
    )
    
    
    (516,837
    )
    
    
    (432,372
    )Total distributions
    
    
    (346,950
    )
    
    
    (264,455
    )
    
    
    (574,621
    )
    
    
    (711,013
    )
    
    
    (596,786
    )Trust Interests transactionsCost of Trust Interests issued
    
    
    2,421
    
    
    
    3,040
    
    
    
    5,239
    
    
    
    6,491
    
    
    
    5,474Cost of Trust Interests redeemed
    
    
    (99,131
    )
    
    
    (74,055
    )
    
    
    (143,413
    )
    
    
    (147,310
    )
    
    
    (160,930
    )Cost of Trust Interests escheated or
withdrawn
    
    
    (56,145
    )
    
    
    (63,904
    )
    
    
    (113,765
    )
    
    
    (85,675
    )
    
    
    (152,229
    )Net decrease in net assets resulting
from Trust Interests transactions
    
    
    (152,855
    )
    
    
    (134,919
    )
    
    
    (251,939
    )
    
    
    (226,494
    )
    
    
    (307,685
    )Total increase (decrease) in net assets
    
    
    1,637,833
    
    
    
    (219,240
    )
    
    
    (7,600,221
    )
    
    
    (278,544
    )
    
    
    1,700,055Net assetsBeginning of year
    
    
    8,242,125
    
    
    
    8,461,365
    
    
    
    16,061,586
    
    
    
    16,340,130
    
    
    
    14,640,075End of year
    
    $
    9,879,958
    
    
    $
    8,242,125
    
    
    $
    8,461,365
    
    
    $
    16,061,586
    
    
    $
    16,340,130
 At December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(In thousands, except Trust Interest amounts)Balance Sheet DataAssets:Equity securities, at fair value
    
    $
    9,879,958
    
    
    $
    8,242,125
    
    
    $
    8,461,365
    
    
    $
    16,061,586
    
    
    $
    16,340,130Other assets
    
    
    107,260
    
    
    
    107,073
    
    
    
    113,766
    
    
    
    7,129
    
    
    
    10,067Total assets
    
    
    9,987,218
    
    
    
    8,349,198
    
    
    
    8,575,131
    
    
    
    16,068,715
    
    
    
    16,350,197Total liabilities
    
    
    107,260
    
    
    
    107,073
    
    
    
    113,766
    
    
    
    7,129
    
    
    
    10,067Net assets
    
    $
    9,879,958
    
    
    $
    8,242,125
    
    
    $
    8,461,365
    
    
    $
    16,061,586
    
    
    $
    16,340,130Net assets consist of:Trust Interests
    
    $
    3,219,120
    
    
    $
    3,371,975
    
    
    $
    3,506,893
    
    
    $
    3,758,832
    
    
    $
    3,985,326Net unrealized investment gains
    
    
    6,660,838
    
    
    
    4,870,151
    
    
    
    4,954,472
    
    
    
    12,302,754
    
    
    
    12,354,804Net
assets,for 222,321,295;
233,157,716; 242,724,190; 260,655,407;
and 276,904,422 Trust Interests
outstanding, respectively
    
    $
    9,879,958
    
    
    $
    8,242,125
    
    
    $
    8,461,365
    
    
    $
    16,061,586
    
    
    $
    16,340,130
 10




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At December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(In thousands, except Trust Interest amounts)Other DataTrust Interests rollforward:Trust Interests at January 1,
    
    
    233,157,716
    
    
    
    242,724,190
    
    
    
    260,655,407
    
    
    
    276,904,422
    
    
    
    298,777,053Trust Interests issued
    
    
    60,142
    
    
    
    114,850
    
    
    
    116,363
    
    
    
    100,817
    
    
    
    103,485Trust Interests redeemed
    
    
    (6,956,541
    )
    
    
    (5,196,811
    )
    
    
    (10,064,054
    )
    
    
    (10,337,547
    )
    
    
    (11,293,360
    )Trust Interests escheated or withdrawn
    
    
    (3,940,022
    )
    
    
    (4,484,513
    )
    
    
    (7,983,526
    )
    
    
    (6,012,285
    )
    
    
    (10,682,756
    )Balance at December 31,
    
    
    222,321,295
    
    
    
    233,157,716
    
    
    
    242,724,190
    
    
    
    260,655,407
    
    
    
    276,904,422
 
 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, 2010 compared with the year ended December 31, 2009
  11




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Year ended December 31, 2009 compared with the year ended December 31, 2008
  
 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, 2010 and 2009 and for the years ended December 31, 2010, 2009 and 2008:Statements of Assets and Liabilities
    
    
    F-2Statements of Operations
    
    
    F-3Statements of Changes in Net Assets
    
    
    F-4Notes to Financial Statements
    
    
    F-5
 13




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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, 2010 and 2009
 (In thousands, except Trust Interests and per Trust Interest amounts)
 2010
    
    
    2009AssetsEquity securities, at estimated fair value (cost, $3,219,120 and $3,371,975, respectively)
    
    $
    9,879,958
    
    
    $
    8,242,125Cash and cash equivalents
    
    
    36
    
    
    
    80Receivable for investments sold
    
    
    4,255
    
    
    
    4,106Receivable from MetLife, Inc.
    
    
    102,969
    
    
    
    102,887Total assets
    
    
    9,987,218
    
    
    
    8,349,198LiabilitiesPayable for investments purchased
    
    
    36
    
    
    
    80Payable for Trust Interests redeemed
    
    
    4,255
    
    
    
    4,106Dividends payable to Trust Beneficiaries
    
    
    102,969
    
    
    
    102,887Total liabilities
    
    
    107,260
    
    
    
    107,073Net assets
    
    $
    9,879,958
    
    
    $
    8,242,125Net assets consist of:Trust Interests
    
    $
    3,219,120
    
    
    $
    3,371,975Net unrealized investment gains
    
    
    6,660,838
    
    
    
    4,870,151Net assets,for 222,321,295 and 233,157,716 Trust Interests outstanding at December 31,
2010 and 2009, respectively
    
    $
    9,879,958
    
    
    $
    8,242,125Net asset value,offering price and redemption price per Trust Interest
($9,879,958/222,321,295) and ($8,242,125/233,157,716) Trust Interests at December 31, 2010
and 2009, respectively
    
    $
    44.44
    
    
    $
    35.35
  F-2




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MetLife Policyholder Trust
 
 Statements of Operations
 For the Years Ended December 31, 2010, 2009 and 2008
(In thousands)
 2010
    
    
    2009
    
    
    2008Net investment income
    
    $
    165,579
    
    
    $
    173,466
    
    
    $
    180,305Net investment gains (losses)Net realized investment gains
    
    
    181,371
    
    
    
    90,989
    
    
    
    394,316Change in net unrealized investment gains (losses)
    
    
    1,790,688
    
    
    
    (84,321
    )
    
    
    (7,348,282
    )Net gains (losses)
    
    
    1,972,059
    
    
    
    6,668
    
    
    
    (6,953,966
    )Net increase (decrease) in net assets resulting from operations
    
    $
    2,137,638
    
    
    $
    180,134
    
    
    $
    (6,773,661
    )
  F-3




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MetLife Policyholder Trust
 
 Statement of Changes in Net Assets
 For the Years Ended December 31, 2010, 2009 and 2008
(In thousands, except Trust Interests amounts)
 2010
    
    
    2009
    
    
    2008OperationsNet investment income
    
    $
    165,579
    
    
    $
    173,466
    
    
    $
    180,305Net realized investment gains
    
    
    181,371
    
    
    
    90,989
    
    
    
    394,316Change in net unrealized investment gains (losses)
    
    
    1,790,688
    
    
    
    (84,321
    )
    
    
    (7,348,282
    )Net increase (decrease) in net assets resulting from operations
    
    
    2,137,638
    
    
    
    180,134
    
    
    
    (6,773,661
    )Distributions to holders of Trust InterestsFrom net investment income
    
    
    (165,579
    )
    
    
    (173,466
    )
    
    
    (180,305
    )From net realized investment gains
    
    
    (181,371
    )
    
    
    (90,989
    )
    
    
    (394,316
    )Total distributions
    
    
    (346,950
    )
    
    
    (264,455
    )
    
    
    (574,621
    )Trust Interests transactionsCost of Trust Interests issued
    
    
    2,421
    
    
    
    3,040
    
    
    
    5,239Cost of Trust Interests redeemed
    
    
    (99,131
    )
    
    
    (74,055
    )
    
    
    (143,413
    )Cost of Trust Interests escheated or withdrawn
    
    
    (56,145
    )
    
    
    (63,904
    )
    
    
    (113,765
    )Net decrease in net assets resulting from Trust Interests transactions
    
    
    (152,855
    )
    
    
    (134,919
    )
    
    
    (251,939
    )Total increase (decrease) in net assets
    
    
    1,637,833
    
    
    
    (219,240
    )
    
    
    (7,600,221
    )Net assetsBeginning of year
    
    
    8,242,125
    
    
    
    8,461,365
    
    
    
    16,061,586End of year
    
    $
    9,879,958
    
    
    $
    8,242,125
    
    
    $
    8,461,365Other informationTrust Interests rollforward:Trust Interests at January 1,
    
    
    233,157,716
    
    
    
    242,724,190
    
    
    
    260,655,407Trust Interests issued
    
    
    60,142
    
    
    
    114,850
    
    
    
    116,363Trust Interests redeemed
    
    
    (6,956,541
    )
    
    
    (5,196,811
    )
    
    
    (10,064,054
    )Trust Interests escheated or withdrawn
    
    
    (3,940,022
    )
    
    
    (4,484,513
    )
    
    
    (7,983,526
    )Balance at December 31,
    
    
    222,321,295
    
    
    
    233,157,716
    
    
    
    242,724,190
  F-4




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MetLife Policyholder Trust
 
 Notes to the Financial Statements
 1. Significant Accounting Policies
 Description of Trust
     Termination of the Trust
  F-5




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Equity Securities
  Cash and Cash Equivalents
  Receivable from MetLife, Inc. and Dividends Payable to Trust Beneficiaries.
  Income Taxes
  2. Purchase and Sale Program
   F-6




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3. Commitments and Contingencies
  4. Beneficiary Voting Rights
  5. Subsequent Events
  F-7




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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
  
 Item 9A. Controls and Procedures.
   Managements Annual Report on Internal Control Over Financial Reporting
  Internal Control  Integrated Framework
  
 Item 9B. Other Information.
  14




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Part III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
   
 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, and Director Independence.
  
 Item 14. Principal Accountant Fees and Services.
  Independent Auditors Fees for 2010 and 2009 (1)
 2010
    
    2009Audit Fees (2)
    
    $
    51,300
    
    
    $
    49,950Audit-Related Fees
    
    $
    
    
    
    $
    Tax Fees
    
    $
    
    
    
    $
    All Other Fees
    
    $
    
    
    
    $
    
 
 (1)
    
    All fees shown in the table above related to services that were approved by the Audit
Committee of the Holding Company (the Audit Committee).(2)
    
    Audit fees include fees for services to perform an audit in accordance with auditing
standards of the PCAOB and services that generally only the Trusts independent auditor can
reasonably provide, such as attest services, consents and assistance with and review of
documents filed with the U.S. Securities and Exchange Commission (the SEC). Approval of Fees
  15




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Part IV
 
 Item 15. Exhibits and Financial Statement Schedules.
  1.
    
    Financial StatementsThe financial statements are listed in the Index to Financial Statements on page 13.2.
    
    Financial Statement SchedulesNot applicable.3.
    
    ExhibitsThe exhibits are listed in the Exhibit Index on page E-1.
 16




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Signatures
  METLIFE POLICYHOLDER TRUSTBy:
    Wilmington Trust Company, not in its individual
capacity, but solely as trustee for the TrustBy:

/s/
Joseph B. FeilName:
    Joseph B. FeilTitle:
    Vice President  17




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Exhibit Index
 ( Note Regarding Reliance on Statements in Our Contracts: In reviewing the agreements included
as exhibits to this Annual Report on Form 10-K , please remember that they are included to provide
you with information regarding their terms and are not intended to provide any other factual or
disclosure information about the MetLife Policyholder Trust or the other parties to the agreements.
The agreements contain representations and warranties by each of the parties to the applicable
agreement. These representations and warranties have been made solely for the benefit of the other
parties to the applicable agreement and (i) should not in all instances be treated as categorical
statements of fact, but rather as a way of allocating the risk to one of the parties if those
statements prove to be inaccurate; (ii) have been qualified by disclosures that were made to the
other party in connection with the negotiation of the applicable agreement, which disclosures are
not necessarily reflected in the agreement; (iii) may apply standards of materiality in a way that
is different from what may be viewed as material to investors; and (iv) were made only as of the
date of the applicable agreement or such other date or dates as may be specified in the agreement
and are subject to more recent developments. Accordingly, these representations and warranties may
not describe the actual state of affairs as of the date they were made or at any other time.
Additional information about the MetLife Policyholder Trust may be found elsewhere in this Annual
Report on Form 10-K and its other public filings, which are available without charge through the
SECs website at www.sec.gov.)
 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 the MetLife Policyholder Trusts Annual Report on Form
10-K for the fiscal year ended December 31, 2007).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
    
    
    
    
    Certificate of Designations of Series B Contingent Convertible Junior
Participating Non-Cumulative Perpetual Preferred Stock, filed with the
Secretary of State of Delaware on October 27, 2010 (Incorporated by
reference to Exhibit 3.1 to MetLife, Inc.s Current Report on Form 8-K
dated October 27, 2010).4.6
    
    
    
    
    MetLife, Inc. Amended and Restated By-laws, effective January 26, 2010
(Incorporated by reference to Exhibit 3.6 to MetLife, Inc.s Annual
Report on Form 10-K for the fiscal year ended December 31, 2010).4.7
    
    
    
    
    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).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